Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

(Mark one)

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

For the quarterly period ended September 30, 2017 March 31, 2018

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

g469765g1011025319062.jpg

(Exact name of registrant as specified in its charter)


Delaware 39-0622040
(State of incorporation) (I.R.S. Employer Identification No.)
2801 80th Street, Kenosha, Wisconsin
 53143
(Address of principal executive offices) (Zip code)

(262)656-5200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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 filer ☒Accelerated filer ☐Non-accelerated filer ☐Smaller 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 OctoberApril 13, 2017

2018
Common Stock, $1.00 par value 57,007,18856,595,222 shares



Table of Contents

TABLE OF CONTENTS

   
 Page

 

Item 1.    

 

Financial Statements

 
  3
 
  4
 
  5-6
 
  7
 
  8
 
  9-36

  37-56

  
57-58
 

Item 4.

Controls and Procedures

58-59

 

  
59-60
 

Item 6.

Exhibits

61

62


PART I. FINANCIAL INFORMATION


Item 1: Financial Statements

SNAP-ON INCORPORATED


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 Ended 
 March 31, 2018 April 1, 2017 
Net sales$935.5
 $887.1
 
Cost of goods sold(463.9) (438.8) 
Gross profit471.6
 448.3
 
Operating expenses(293.9) (278.1) 
Operating earnings before financial services177.7
 170.2
 
     
Financial services revenue83.0
 76.8
 
Financial services expenses(26.1) (24.3) 
Operating earnings from financial services56.9
 52.5
 
     
Operating earnings234.6
 222.7
 
Interest expense(13.6) (12.7) 
Other income (expense) – net2.8
 (2.4) 
Earnings before income taxes and equity earnings223.8
 207.6
 
Income tax expense(57.6) (62.6) 
Earnings before equity earnings166.2
 145.0
 
Equity earnings, net of tax0.6
 0.1
 
Net earnings166.8
 145.1
 
Net earnings attributable to noncontrolling interests(3.8) (3.5) 
Net earnings attributable to Snap-on Incorporated$163.0
 $141.6
 
     
Net earnings per share attributable to Snap-on Incorporated:    
Basic$2.87
 $2.45
 
Diluted2.82
 2.39
 
     
Weighted-average shares outstanding:    
Basic56.7
 57.9
 
Effect of dilutive securities1.1
 1.4
 
Diluted57.8
 59.3
 
     
Dividends declared per common share$0.82
 $0.71
 

See Notes to Condensed Consolidated Financial Statements.

SNAP-ON INCORPORATED


3

Table of Contents

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 Ended 
 March 31, 2018 April 1, 2017 
Comprehensive income (loss):    
Net earnings$166.8
 $145.1
 
Other comprehensive income (loss):    
Foreign currency translation*39.1
 38.1
 
Unrealized gain/loss on cash flow hedges, net of tax:    
Other comprehensive income (loss) before reclassifications(0.8) 6.1
 
Reclassification of cash flow hedges to net earnings(0.5) (0.3) 
Defined benefit pension and postretirement plans:    
Amortization of net unrecognized losses and prior service credits included in net periodic benefit cost7.6
 6.5
 
Income tax benefit(1.8) (2.3) 
Net of tax5.8
 4.2
 
Total comprehensive income$210.4
 $193.2
 
     
Comprehensive income attributable to noncontrolling interests(3.8) (3.5) 
Comprehensive income attributable to Snap-on Incorporated$206.6
 $189.7
 

* 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.

SNAP-ON INCORPORATED


4

Table of Contents

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      
  

 

 

   

 

 

 


 March 31, 2018 December 30, 2017
ASSETS   
Current assets:   
Cash and cash equivalents$97.5
 $92.0
Trade and other accounts receivable – net680.8
 675.6
Finance receivables – net512.2
 505.4
Contract receivables – net92.0
 96.8
Inventories – net678.8
 638.8
Prepaid expenses and other assets107.1
 110.7
Total current assets2,168.4
 2,119.3
    
Property and equipment:   
Land25.3
 24.5
Buildings and improvements371.3
 357.4
Machinery, equipment and computer software928.2
 889.2
 1,324.8
 1,271.1
Accumulated depreciation and amortization(835.1) (786.7)
Property and equipment – net489.7
 484.4
    
Deferred income tax assets52.1
 52.0
Long-term finance receivables – net1,035.9
 1,039.2
Long-term contract receivables – net326.1
 322.6
Goodwill941.4
 924.1
Other intangibles – net251.7
 253.7
Other assets52.3
 53.8
Total assets$5,317.6
 $5,249.1

See Notes to Condensed Consolidated Financial Statements.


5

Table of Contents

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      
  

 

 

   

 

 

 


 March 31, 2018 December 30, 2017
LIABILITIES AND EQUITY   
Current liabilities:   
Notes payable and current maturities of long-term debt$145.2
 $433.2
Accounts payable188.2
 178.2
Accrued benefits53.8
 55.8
Accrued compensation62.4
 71.5
Franchisee deposits66.8
 66.5
Other accrued liabilities435.2
 388.1
Total current liabilities951.6
 1,193.3
    
Long-term debt946.3
 753.6
Deferred income tax liabilities31.7
 28.4
Retiree health care benefits35.2
 36.0
Pension liabilities146.6
 158.9
Other long-term liabilities103.9
 106.6
Total liabilities2,215.3
 2,276.8
    
Commitments and contingencies (Note 14)
 
    
Equity   
Shareholders’ equity attributable to Snap-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 67,414,748 and 67,407,704 shares, respectively)
67.4
 67.4
Additional paid-in capital343.9
 343.2
Retained earnings3,886.7
 3,772.3
Accumulated other comprehensive loss(285.4) (329.0)
Treasury stock at cost (10,819,564 and 10,717,455 shares, respectively)
(928.7) (900.0)
Total shareholders’ equity attributable to Snap-on Incorporated3,083.9
 2,953.9
Noncontrolling interests18.4
 18.4
Total equity3,102.3
 2,972.3
Total liabilities and equity$5,317.6
 $5,249.1

See Notes to Condensed Consolidated Financial Statements.

SNAP-ON INCORPORATED


6

Table of Contents

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,March 31, 2018:
  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 30, 2017 $67.4
 $343.2
 $3,772.3
 $(329.0) $(900.0) $18.4
 $2,972.3
Net Earnings for the three months ended March 31, 2018 
 
 163.0
 
 
 3.8
 166.8
Other comprehensive income 
 
 
 43.6
 
 
 43.6
Cash dividends – $0.82 per share 
 
 (46.5) 
 
 
 (46.5)
Stock compensation plans 
 0.7
 
 
 14.8
 
 15.5
Share repurchases – 275,000 shares 
 
 
 
 (43.5) 
 (43.5)
Other 
 
 (2.1) 
 
 (3.8) (5.9)
Balance at March 31, 2018 $67.4
 $343.9
 $3,886.7
 $(285.4) $(928.7) $18.4
 $3,102.3

The following summarizes the changes in total equity for the three month period ended April 1, 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    
  

 

 

 

  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 31, 2016 $67.4
 $317.3
 $3,384.9
 $(498.5) $(653.9) $18.0
 $2,635.2
Net Earnings for the three months ended April 1, 2017 
 
 141.6
 
 
 3.5
 145.1
Other comprehensive income 
 
 
 48.1
 
 
 48.1
Cash dividends – $0.71 per share 
 
 (41.2) 
 
 
 (41.2)
Stock compensation plans 
 3.5
 
 
 14.4
 
 17.9
Share repurchases – 210,000 shares 
 
 
 
 (35.8) 
 (35.8)
Other 
 
 (0.1) 
 
 (3.4) (3.5)
Balance at April 1, 2017 $67.4
 $320.8
 $3,485.2
 $(450.4) $(675.3) $18.1
 $2,765.8

See Notes to Condensed Consolidated Financial Statements.

SNAP-ON INCORPORATED


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Table of Contents

SNAP-ON INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in millions)

(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)     

 Three Months Ended
 March 31,
2018
 April 1,
2017
Operating activities:   
Net earnings$166.8
 $145.1
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:   
Depreciation17.4
 16.0
Amortization of other intangibles6.6
 7.1
Provision for losses on finance receivables15.8
 13.0
Provision for losses on non-finance receivables2.0
 2.2
Stock-based compensation expense6.7
 7.4
Deferred income tax provision0.4
 7.4
Gain on sales of assets(0.1) (0.2)
Settlement of treasury lock
 14.9
Loss on early extinguishment of debt7.8
 
Changes in operating assets and liabilities, net of effects of acquisitions:   
(Increase) decrease in trade and other accounts receivable1.6
 (1.9)
(Increase) decrease in contract receivables2.2
 (2.1)
Increase in inventories(10.2) (17.3)
Increase in prepaid and other assets
 (7.5)
Increase in accounts payable9.5
 20.3
Increase (decrease) in accruals and other liabilities5.4
 (12.0)
Net cash provided by operating activities231.9
 192.4
Investing activities:   
Additions to finance receivables(205.6) (227.0)
Collections of finance receivables189.1
 173.8
Capital expenditures(18.0) (18.6)
Acquisitions of businesses, net of cash acquired(3.0) (9.5)
Disposals of property and equipment0.4
 1.0
Other
 (1.4)
Net cash used by investing activities(37.1) (81.7)
Financing activities:   
Proceeds from issuance of long-term debt395.4
 297.8
Repayments of long-term debt(457.8) (150.0)
Repayment of notes payable(16.8) 
Net decrease in other short-term borrowings(21.1) (135.7)
Cash dividends paid(46.5) (41.2)
Purchases of treasury stock(43.5) (35.8)
Proceeds from stock purchase and option plans11.5
 14.1
Other(11.7) (15.8)
Net cash used by financing activities(190.5) (66.6)
    
Effect of exchange rate changes on cash and cash equivalents1.2
 1.3
Increase in cash and cash equivalents5.5
 45.4
Cash and cash equivalents at beginning of year92.0
 77.6
Cash and cash equivalents at end of period$97.5
 $123.0
Supplemental cash flow disclosures:   
Cash paid for interest$(26.3) $(24.0)
Net cash paid for income taxes(11.4) (14.0)

See Notes to Condensed Consolidated Financial Statements.

SNAP-ON INCORPORATED


8

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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-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 2017 Annual Report on Form10-K for the fiscal year ended December 31, 201630, 2017 (“20162017 year end”). The company’s 20172018 fiscal thirdfirst quarter ended on September 30, 2017;March 31, 2018; the 20162017 fiscal thirdfirst quarter ended on OctoberApril 1, 2016.2017. The company’s 20172018 and 20162017 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”Certain prior year amounts have been reclassified on the accompanying Condensed Consolidated Balance Sheets; no equity investment dividends were received in any period presented. InStatements of Earnings to conform to the normal course2018 presentation following the retrospective adoption of business,ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715) - Improving the company may purchase products or services from, or sell productsPresentation of Net Periodic Pension Cost and services to, unconsolidated affiliates. Purchases from unconsolidated affiliates were $2.4Net Periodic Postretirement Benefit Cost.  “Cost of goods sold” of $0.3 million and $2.7“Operating expenses” of $0.4 million in the respective fiscal third quartersfirst quarter of 2017 and 2016, and $8.1were reclassified to “Other income (expense) - net”.  As a result, previously reported “Cost of goods sold” of $439.1 million is now $438.8 million, “Operating expenses” of $278.5 million is now $278.1 million and $10.1“Other income (expense) - net” of $1.7 million in the respective first nine months of 2017 and 2016. Sales to unconsolidated affiliates were $0.1expense is now $2.4 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 transactionsexpense.  Additionally, prior year "Operating earnings" for certain reportable business segments have been eliminated.restated to reflect these reclassifications.  See Note 17 for information on Snap-on’s reportable business segments.

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 nine month periods ended September 30,March 31, 2018, and April 1, 2017, and October 1, 2016, have been made. Interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year.

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 9 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 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.

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The following new accounting pronouncements and related impacts on adoption, are being evaluated 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 activitieswere adopted 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 after 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.

year 2018:

In March 2017, the FASBFinancial Accounting Standards Board (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


Snap-on adopted this ASU is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods; early adoption is permitted as ofat the beginning of an annual periodits 2018 fiscal year, with the changes related to the presentation in the statements of earnings of the service cost and non-service-cost components of net periodic benefit costs applied retrospectively, using the practical expedient permitting the use of the amounts disclosed in pension and other postretirement benefit plan notes as the estimation basis for which financialthe presentation of the prior comparative periods. For fiscal 2018 and all comparative periods, the non-service-

9

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


cost components of net periodic benefit costs are included in “Other income (expense) - net” on the accompanying condensed consolidated statements (interim or annual) have not been issued or made available for issuance.of earnings. Beginning in fiscal 2018, changes related to the capitalization in assets of the service cost component of net periodic benefit costs were applied prospectively. The amendments in this ASU are to be applied retrospectively. The company does not expect the adoption of this ASU todid not have a significant impact on its consolidated income statement.

the company’s Condensed Consolidated Statements of Earnings.


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 after December 15, 2017, including interim periods within those fiscal years; early adoption is permitted as of 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., the first interim period if an entity issues interim financial statements).years. The amendments in this ASU arewere 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 todid not have a significantan impact on its the company's 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.years. The company does not expect the adoption of the ASU todid not have a significant impact to the designations of operating, investing and financing activities on its consolidated statementthe company's Condensed Consolidated Statements of cash flows.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 require the measurement of expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable forecasts. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. ASUNo. 2016-13 is effective for fiscal years beginning afterOn December 15, 2019, including interim periods within those fiscal years; the ASU allows for early adoption as of31, 2017, the beginning of an interim or annual reporting period beginning after December 15, 2018. The company is currently assessing the impact thisSnap-on’s 2018 fiscal year, Snap-on adopted 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,which 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 havejudgments and assets recognized from costs incurred to fulfill a contract. Snap-on adopted Topic 606 using the option of adopting this standard using either a full retrospective approach or a modified retrospective approach (i.e.applied to those contracts that were not completed as of December 31, 2017, which means Topic 606 has been applied to the fiscal 2018 financial statements and disclosures going forward, but that prior period financial statements and disclosures reflect the prior revenue recognition standard. See Note 2 for additional information on revenue recognition.


Snap-on’s revenues are primarily from the selling of products that are shipped and billed, services provided to customers and from subscriptions, including software subscriptions. Approximately 90% of net sales are earned at a point in time through ship-and- bill performance obligations. The remaining performance obligations that are recorded over time relate primarily to software subscriptions and to a lesser extent extended warranty and other subscription agreements. Revenues are recognized when control is transferred to customers, in an amount that reflects the consideration Snap-on expects to be entitled to in exchange for those goods and services. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.

Revenue related to software subscriptions, as well as extended warranty and other subscription agreements, is generally recognized over time on a ratable basis over the contract term beginning on the date that our service is made available to the customer.

Contracts with customers may include multiple performance obligations related to sales of hardware, software and software-related services. For these contracts, individual performance obligations are recorded separately if they are distinct. The transaction price, including any discounts, is allocated to each separate performance obligation based on its relative standalone selling price. The standalone selling prices are determined based on the prices charged to customers or by using an expected cost plus margin approach. The amount assigned to the products or services is recognized when the product is delivered and/or when the services are performed. In instances where the product and/or services are performed over an extended period, as is the case with subscription agreements, revenue is generally recognized over time on a ratable basis using a time-based output method applied over the contract term beginning on the date that the service is made available to the customer. These contracts are generally for 12 months but can be for a term up to 60 months.


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


Franchise fee revenue, including nominal, non-refundable initial fees, is recognized upon the granting of a franchise, which is when the company has performed substantially all initial services required by the franchise agreement. Franchise fee revenue also includes ongoing monthly fees (primarily for sales and business training as well as marketing and product promotion programs) that are recognized as the fees are earned. Franchise fee revenue totaled $3.9 million for the three month period ended March 31, 2018.
The following new accounting pronouncements, and related impacts on adoption, are being evaluated by the company:
In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (Topic 220), throughwhich allows for a cumulative-effect adjustment directlyreclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (the "Tax Act"). ASU No. 2018-02 is effective for fiscal years beginning after 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 August 2017, the FASB issued ASU No. 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 activities 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. ASU No. 2017-12 is effective for fiscal years beginning after 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 June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), to require the measurement of expected credit losses for financial instruments held at the timereporting date based on historical experience, current conditions and reasonable forecasts. The main objective of adoption).

Snap-on commencedthis ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years; the ASU allows for early adoption as of the beginning of an interim or annual reporting period beginning after December 15, 2018. The company is currently assessing the impact this ASU will have on its assessmentconsolidated financial statements.

In February 2016, the FASB issued ASU No. 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. ASU No. 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.

Note 2: Revenue Recognition

Snap-on recognizes revenue from the sale of tools, diagnostic and equipment products and related services based on when control of the product passes to the customer or the service is provided and is recognized at an amount that reflects the consideration expected to be received in exchange for such goods or services.


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


The effects of adjustments to the December 30, 2017 consolidated balance sheet for the adoption of Topic 606 during the second halfwere as follows:
  Balance at Topic 606 Opening Balance at
(Amounts in millions) December 30, 2017 Adjustments December 31, 2017
       
Assets      
Inventories - net $638.8
 $20.9
 $659.7
Deferred income tax assets 52.0
 0.6
 52.6
       
Liabilities and Equity      
Other accrued liabilities $388.1
 $23.3
 $411.4
Retained earnings 3,772.3
 (1.8) 3,770.5

The adoption 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 willdid not have a significant impact on the company’s consolidated financial statements. The company believes that the adoption will resultresulted in the recognition of an inventory asset related to certain product returns by increasing the returns liability and recognizing an inventory asset for the anticipated value of the returns;returns to recognize Snap-on's contractual obligation to recover products from customers; this gross up had no corresponding impact on the corresponding increase inCondensed Consolidated Statement of Earnings. For the inventory asset andanticipated value of the returns, liability is expected to be in the range of $24 million to $28 million at the date of adoption. The adoption will also resultresulted 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$2.4 million with a corresponding adjustment to fiscal 2018 beginning retained earnings.

The company expects to adopt Other than the amounts recorded for the adoption of Topic 606 aton the beginningCondensed Consolidated Balance Sheets, there were no other changes since the adoption that would be materially different from previous accounting standards that would affect the Condensed Consolidated Statements of Earnings, Balance Sheets, or Cash Flows.


Revenue Disaggregation
The following table shows the consolidated revenues by revenue source:
  Three Months Ended
(Amounts in millions) March 31, 2018
   
Revenue from contracts with customers $930.4
Other revenues 5.1
Total net sales 935.5
Financial services revenue 83.0
Total revenues $1,018.5
   

Snap-on evaluates the performance 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. All significant intersegment amounts are eliminated to arrive at Snap-on’s consolidated financial results.



12

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SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


The following table represents external net sales disaggregated by geography, based on the customers' billing addresses:
  For the three months ended March 31, 2018
  Commercial & Snap-on Repair Systems      
  Industrial Tools & Information Financial   Snap-on
(Amounts in millions) Group Group Group Services Eliminations Incorporated
Net sales by geographic region:            
North America* $107.5
 $338.9
 $185.3
 $
 $
 $631.7
Europe 82.9
 41.5
 67.0
 
 
 191.4
All other 68.4
 24.3
 19.7
 
 
 112.4
External net sales 258.8
 404.7
 272.0
 
 
 935.5
Intersegment net sales 72.8
 
 65.0
 
 (137.8) 
Total net sales 331.6
 404.7
 337.0
 
 (137.8) 935.5
Financial services revenue 
 
 
 83.0
 
 83.0
Total revenue $331.6
 $404.7
 $337.0
 $83.0
 $(137.8) $1,018.5
             
* North America is comprised of the United States, Canada and Mexico.

The following table represents external net sales disaggregated by customer type:
  For the three months ended March 31, 2018
  Commercial & Snap-on Repair Systems      
  Industrial Tools & Information Financial   Snap-on
(Amounts in millions) Group Group Group Services Eliminations Incorporated
Net sales:            
Vehicle service professionals $22.5
 $404.7
 $272.0
 $
 $
 $699.2
All other professionals 236.3
 
 
 
 
 236.3
External net sales 258.8
 404.7
 272.0
 
 
 935.5
Intersegment net sales 72.8
 
 65.0
 
 (137.8) 
Total net sales 331.6
 404.7
 337.0
 
 (137.8) 935.5
Financial services revenue 
 
 
 83.0
 
 83.0
Total revenue $331.6
 $404.7
 $337.0
 $83.0
 $(137.8) $1,018.5
             

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 Snap-on’s 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 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.


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


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.

When Performance Obligations Are Satisfied
For performance obligations related to the majority of ship-and-bill products, including repair services contracts, control transfers at a point in time when title transfers upon shipment of the product to the customer, and for some sales, control transfers when title is transferred at time of receipt by customer. Once a product or repaired product has shipped or has been delivered, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Snap-on considers control to have transferred upon shipment or delivery because Snap-on has a present right to payment at that time, the customer has legal title to the asset, Snap-on has transferred physical possession of the asset, and the customer has significant risk and rewards of ownership of the asset.

For performance obligations related to software subscriptions, extended warranties and other subscription agreements, Snap-on transfers control and recognizes revenue over time on a ratable basis using a time-based output method. The performance obligations are typically satisfied as services are rendered on a straight-line basis over the contract term, which is generally for 12 months but can be for a term up to 60 months.

Significant Payment Terms
For ship-and-bill type contracts with customers, the contract states the final terms of the sale, including the description, quantity, and price of each product or service purchased. Payment terms are typically due upon delivery or up to 30 days after delivery but can range up to 120 days after delivery.

For subscription contracts, payment terms are in advance or in arrears of services on a monthly, quarterly or annual basis over the contract term, which is generally for 12 months but can be for a term up to 60 months depending on the product or service. The customer typically agrees to a stated rate and price in the contract that does not vary over the contract term. In some cases, customers prepay for their licenses, or in other cases, pay on a monthly or quarterly basis. When the timing of the payment made by the customer precedes the delivery of the performance obligation, a contract liability is recognized.

Variable Consideration
In some cases, the nature of Snap-on’s contracts give rise to variable consideration, including rebates, credits, allowances for returns or other similar items that generally decrease the transaction price. These variable amounts generally are credited to the customer, based on achieving certain levels of sales activity, product returns and making payments within specific terms.

In the normal course of business, Snap-on allows franchisees to return product per the provisions in the franchise agreement that allow for the return of product in a saleable condition. For other customers, product returns are generally not accepted unless the item is defective as manufactured. Where applicable, Snap-on establishes provisions for estimated sales returns. Estimated product returns are recorded as a reduction in reported revenues at the time of sale based upon historical product return experience and is adjusted for known trends to arrive at the amount of consideration to which Snap-on expects to receive.

Variable consideration is estimated at the most likely amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the anticipated performance and all information (historical, current and forecasted) that is reasonably available.

Warranties
Snap-on allows customers to return product when the product is defective as manufactured. Where applicable, Snap-on establishes provisions for estimated warranties. Estimated product warranties are provided for specific product lines and Snap-on accrues for

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


estimated future warranty cost in the period in which the sale is recorded. The costs are included in “Cost of goods sold” on the accompanying Condensed Consolidated Statements of Earnings. 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 does not typically provide customers with the right to a refund.

Practical Expedients and Exemptions
Snap-on typically expenses incremental direct costs of obtaining a contract (sales commissions) when incurred because the amortization period is generally 12 months or less. Capitalized long-term contract costs are not significant. Contract costs are expensed or amortized in “Operating expenses” on the accompanying Condensed Consolidated Statements of Earnings.

Snap-on elected to account for shipping and handling activities that occur after control of the related good transfers to the customer as fulfillment activities and are therefore recognized upon shipment of the goods.

Snap-on has applied the portfolio approach to its ship-and-bill contracts that have similar characteristics as it reasonably expects that the effects on the financial statements of applying this guidance to the portfolio of contracts would not differ materially from applying this guidance to the individual contracts within the portfolio.

Snap-on typically excludes from its transaction price any amounts collected from customers for sales (and similar) taxes.

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 $216.0 million of long-term contracts that have fixed consideration that extends beyond one year as of March 31, 2018.  Snap-on expects to recognize approximately 65% of these contracts as revenue by the end of fiscal 2019, an additional 25% by the end of fiscal 2021 and the balance thereafter. 

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 at

March 31, 2018 was $56.1 million and $49.4 million at the beginning of fiscal 2018.   The current portion of contract liabilities and the non-current portion are included in “Other accrued liabilities” and “Other long-term liabilities”, respectively, on the accompanying Condensed Consolidated Balance Sheets.  During the three months ended March 31, 2018, Snap-on recognized revenue of $24.0 million that was included in the contract liability balance at the beginning of the period, which was primarily from the amortization of software subscriptions, extended warranties and other subscription agreements.  The increase in the total contract liabilities balance is primarily driven by the timing of cash payments received or due in advance of satisfying Snap-on’s performance obligations and growth in certain software subscriptions, partially offset by revenues recognized that were included in the contract liability balance at the beginning of the period. 


Revenue Recognition Prior to 2018
Revenue recognition for fiscal 2017, as presented, is based upon the accounting revenue recognition standard of Topic 605, Revenue Recognition. Snap-on recognized revenue from the sale of tools and diagnostic and equipment products when contract terms were met, the price was fixed or determinable, collectability was reasonably assured and a product was shipped or risk of ownership had been transferred to and accepted by the customer. For sales contingent upon customer acceptance, revenue recognition was deferred until such obligations were fulfilled. Estimated product returns were recorded as a reduction in reported revenues at the time of sale based upon historical product return experience and gross profit margin was adjusted for known trends. Provisions for customer volume rebates, discounts and allowances were also recorded as a reduction in reported revenues at the time of sale based on historical experience and known trends. Revenue related to extended warranty and subscription agreements was recognized over the terms of the respective agreements.

Snap-on also recognized revenue related to multiple element arrangements, including sales of hardware, software and software-related services. When a sales arrangement contained multiple elements, such as hardware and software products and/or services, Snap‑on used the relative selling price method to allocate revenues between hardware and software elements. For software elements that were not essential to the hardware’s functionality and related software post-contract customer support, vendor specific objective evidence (“VSOE”) of fair value was used to further allocate revenue to each element based on its relative fair value and, when necessary, the residual method was used to assign value to the delivered elements when VSOE only existed for the

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



undelivered elements. The amount assigned to the products or services was recognized when the product was delivered and/or when the services were performed. In instances where the product and/or services were performed over an extended period, as is the case with subscription agreements or the providing of ongoing support, revenue was generally recognized on a straight-line basis over the term of the agreement, which generally ranged from 12 months to 60 months.

Franchise fee revenue, including nominal, non-refundable initial fees, was recognized upon the granting of a franchise, which was when the company performed substantially all initial services required by the franchise agreement. Franchise fee revenue also included ongoing monthly fees (primarily for sales and business training as well as marketing and product promotion programs) that were recognized as the fees were earned. Franchise fee revenue totaled $3.5 million for the three month period ended April 1, 2017.

Note 2:3: Acquisitions

On July 28, 2017,January 31, 2018, Snap-on acquired Torque Control Specialist (“TCS”),substantially all of the assets of George A. Sturdevant, Inc. (d/b/a Fastorq) for a cash purchase price of $3.6 million (or $3.5 million, net of cash acquired). TCS,$3.0 million. Fastorq, based in Adelaide, Australia,New Caney, Texas, designs, assembles and distributes a full range ofhydraulic torque products, including wrenches, multipliers and calibratorshydraulic tensioning products for use in critical industries.

In As of the thirdfirst quarter of 2017,2018, the company has substantially completed the purchase accounting valuations for the acquired net assets of TCS.Fastorq. The $1.9$2.6 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,July 28, 2017,Snap-on acquired Norbar Torque Tools Holding Limited, along with its U.S. and Chinese joint venturesControl Specialists Pty Ltd (“Norbar”TCS”), for a cash purchase price of $71.6$3.6 million (or $69.9$3.5 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. TCS distributes a full range of torque products, including wrenches, multipliers and calibrators for use in critical industries.

In As of the thirdfirst quarter of 2017,2018, the company has substantially completed the purchase accounting valuations for the acquired net assets of Norbar, including intangible assets.TCS. The $23.7$2.3 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,

On May 4, 2017, Snap-on acquired Norbar Torque Tools Holdings Limited, along with its U.S. and Chinese joint ventures (“Norbar”) for a cash purchase price of $71.6 million (or $69.9 million, net of cash acquired). Norbar designs and manufactures a full range of torque products, including wrenches, multipliers and calibrators for use in critical industries. As of the resultsfirst quarter of operations and2018, the company has substantially completed the purchase accounting valuations for the acquired net assets of Norbar, have been includedincluding intangible assets. The $26.5 million excess of purchase price over the fair value of the net assets acquired was recorded in “Goodwill” on the Commercial & Industrial Group since the acquisition date.

accompanying Condensed Consolidated Balance Sheets.

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”)OEM franchise repair shops.

In the second quarter of 2017, the company completed the purchase accounting valuations for the acquired net assets of BTC, including intangible assets. The $5.9 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.

For segment reporting purposes, the results of operations and assets of Fastorq, TCS and Norbar have been included in the Commercial & Industrial Group since the acquisition date and the results of operations and assets of BTC have been included in the Repair Systems and 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.

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 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.

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

Trade and Other Accounts 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.



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SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)



The components ofSnap-on’s trade and other accounts receivable as of SeptemberMarch 31, 2018, and December 30, 2017, and December 31, 2016, 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)March 31, 2018 December 30, 2017
Trade and other accounts receivable$696.9
 $690.2
Allowances for doubtful accounts(16.1) (14.6)
Total trade and other accounts receivable – net$680.8
 $675.6
Finance and Contract 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.

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 approaching 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 include extended-term installment loans 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. Finance and contract receivables are generally secured by the underlying tools and/or diagnostic or equipment products financed and, for installment loans to franchisees, other franchisee assets.

The components ofSnap-on’s current finance and contract receivables as of SeptemberMarch 31, 2018, and December 30, 2017, and December 31, 2016, 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)March 31, 2018 December 30, 2017
Finance receivables, net of unearned finance charges of $21.6 million and $21.0 million, respectively$530.5
 $523.1
Contract receivables, net of unearned finance charges of $18.0 million and $17.6 million, respectively93.3
 98.1
Total623.8
 621.2
Allowances for doubtful accounts:   
Finance receivables(18.3) (17.7)
Contract receivables(1.3) (1.3)
Total(19.6) (19.0)
Total current finance and contract receivables – net$604.2
 $602.2
    
Finance receivables – net$512.2
 $505.4
Contract receivables – net92.0
 96.8
Total current finance and contract receivables – net$604.2
 $602.2

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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 SeptemberMarch 31, 2018, and December 30, 2017, and December 31, 2016, 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)March 31, 2018 December 30, 2017
Finance receivables, net of unearned finance charges of $17.1 million and $16.7 million, respectively$1,075.9
 $1,078.0
Contract receivables, net of unearned finance charges of $26.5 million and $25.5 million, respectively329.4
 325.9
Total1,405.3
 1,403.9
Allowances for doubtful accounts:   
Finance receivables(40.0) (38.8)
Contract receivables(3.3) (3.3)
Total(43.3) (42.1)
Total long-term finance and contract receivables – net$1,362.0
 $1,361.8
    
Finance receivables – net$1,035.9
 $1,039.2
Contract receivables – net326.1
 322.6
Total long-term finance and contract receivables – net$1,362.0
 $1,361.8
Delinquency is the primary indicator of credit quality for finance and contract receivables. Receivable balances areThe entire receivable balance of a contract is considered delinquent when contractual payments become 30 days 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 due date. Removal from delinquent status occurs when the cumulative number of monthly payments due has been received by the company.

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 impaired when it is probable that all amounts related to the receivable will not be collected according to the contractual terms of the applicable agreement. Impaired finance and contract receivables are covered by the company’s respective allowances for doubtful accounts and arecharged-off against the allowances when appropriate. As of SeptemberMarch 31, 2018, and December 30, 2017, and December 31, 2016, there were $27.8$27.9 million and $24.9$28.0 million, respectively, of impaired finance receivables, and there were $2.2$3.1 million and $2.0$2.3 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 SeptemberMarch 31, 2018, and December 30, 2017, and December 31, 2016, were immaterial to both the financial services portfolio and the company’s results of operations and financial position.



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SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)



The aging of finance and contract receivables as of SeptemberMarch 31, 2018, and December 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    

(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
March 31, 2018:             
Finance receivables$13.2
 $10.0
 $20.1
 $43.3
 $1,563.1
 $1,606.4
 $15.8
Contract receivables1.6
 0.9
 2.4
 4.9
 417.8
 422.7
 0.4
              
December 30, 2017:             
Finance receivables$19.3
 $13.9
 $20.1
 $53.3
 $1,547.8
 $1,601.1
 $15.4
Contract receivables1.2
 0.6
 1.9
 3.7
 420.3
 424.0
 0.6
The amount of performing and nonperforming finance and contract receivables based on payment activity as of SeptemberMarch 31, 2018, and December 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     
  

 

 

   

 

 

   

 

 

   

 

 

 

 March 31, 2018 December 30, 2017
(Amounts in millions)
Finance
Receivables
 
Contract
Receivables
 
Finance
Receivables
 
Contract
Receivables
Performing$1,578.5
 $419.6
 $1,573.1
 $421.7
Nonperforming27.9
 3.1
 28.0
 2.3
Total$1,606.4
 $422.7
 $1,601.1
 $424.0
The amount of finance and contract receivables on nonaccrual status as of SeptemberMarch 31, 2018, and December 30, 2017, and December 31, 2016, is as follows:

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

Finance receivables

      $       12.7            $    11.7      

Contract receivables

   1.5         1.5      

(Amounts in millions)March 31, 2018 December 30, 2017
Finance receivables$12.1
 $12.6
Contract receivables2.7
 1.7
The following is a rollforward of the allowances for doubtful accounts for finance and contract receivables for the three and nine months ended September 30,March 31, 2018, and April 1, 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      
  

 

 

   

 

 

   

 

 

   

 

 

 

 Three Months Ended
March 31, 2018
 Three Months Ended
April 1, 2017
(Amounts in millions)
Finance
Receivables
 
Contract
Receivables
 
Finance
Receivables
 
Contract
Receivables
Allowances for doubtful accounts:       
Beginning of period$56.5
 $4.6
 $48.6
 $3.9
Provision15.8
 0.5
 13.0
 1.3
Charge-offs(15.8) (0.6) (12.9) (0.6)
Recoveries1.9
 0.1
 1.7
 0.1
Currency translation(0.1) 
 0.1
 
End of period$58.3
 $4.6
 $50.5
 $4.7
Note 5: Inventories

19

Table of 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: 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)March 31, 2018 December 30, 2017
Finished goods$577.3
 $541.9
Work in progress50.7
 49.3
Raw materials126.5
 122.7
Total FIFO value754.5
 713.9
Excess of current cost over LIFO cost(75.7) (75.1)
Total inventories – net$678.8
 $638.8
Inventories accounted for using thefirst-in,first-out (“FIFO”) method approximated 60% and 59%61% of total inventories as of SeptemberMarch 31, 2018, and December 30, 2017, and December 31, 2016, respectively. The company accounts for itsnon-U.S. inventory on the FIFO method. As of September 30, 2017,March 31, 2018, approximately 32% of the company’s U.S. inventory was accounted for using the FIFO method and 68% was accounted for using thelast-in,first-out (“LIFO”) method. There were no LIFO inventory liquidations in the three and nine months ended September 30, 2017,March 31, 2018, or OctoberApril 1, 2016.

2017.

Note 5:6: Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill by segment for the ninethree months ended September 30, 2017,March 31, 2018, 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 30, 2017$298.4
 $12.5
 $613.2
 $924.1
Currency translation8.3
 
 3.2
 11.5
Acquisitions and related adjustments5.8
 
 
 5.8
Balance as of March 31, 2018$312.5
 $12.5
 $616.4
 $941.4

Goodwill of $924.0$941.4 million as of September 30, 2017, includesMarch 31, 2018, includes: (i) $77.7 million, on a preliminary basis, from the acquisition ofCar-O-Liner, (ii) $23.7$26.5 million, on a preliminary basis, from the acquisition of Norbar, (iii) $5.9(ii) $2.6 million, on a preliminary basis, from the acquisition of BTC, (iv) $5.0 million from the acquisition of Sturtevant Richmont,Fastorq, and (v) $1.9(iii) $2.3 million, on a preliminary basis, from the acquisition of TCS. The goodwill from theCar-O-Liner acquisition is distributed as follows: $76.9 million in the Repair Systems & Information Group and $0.8 million in the Commercial & Industrial Group. The goodwill from the Norbar, Sturtevant RichmontFastorq and TCS acquisitions is included in the Commercial & Industrial Group and the goodwill from the BTC acquisition is included in the Repair Systems & Information Group. See Note 23 for additional information on acquisitions.

Since

As the purchase accounting for deferred taxes for the acquired net assets ofCar-O-Liner, Norbar, Fastorq and TCS werewas not complete as of September 30, 2017,March 31, 2018, 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 completingexpects to complete the purchase accounting for these acquisitions inwithin one year of the fourth quarterrespective acquisition dates.

20

Table of 2017.

Contents

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


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 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.

Snap-on completed its annual impairment testing of goodwill and other indefinite-lived intangible assets in the second quarter of 2017, the results of which did not result in any impairment.

 March 31, 2018 December 30, 2017
(Amounts in millions)
Gross Carrying
Value
 
Accumulated
Amortization
 
Gross Carrying
Value
 
Accumulated
Amortization
Amortized other intangible assets:       
Customer relationships$176.5
 $(101.7) $175.2
 $(98.2)
Developed technology19.2
 (18.8) 18.9
 (18.4)
Internally developed software179.3
 (137.1) 177.0
 (133.4)
Patents34.7
 (23.1) 34.1
 (22.7)
Trademarks3.0
 (2.0) 3.0
 (2.0)
Other8.0
 (2.9) 7.7
 (2.7)
Total420.7
 (285.6) 415.9
 (277.4)
Non-amortized trademarks116.6
 
 115.2
 
Total other intangible assets$537.3
 $(285.6) $531.1
 $(277.4)
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,March 31, 2018, the company had no 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 technology3

Internally developed software

34

Patents

8
Trademarks6

Trademarks

6

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$6.6 million and $20.7$7.1 million for the respective three and nine months ended September 30, 2017,March 31, 2018, and $5.9 million and $18.2 million for the respective three and nine months ended OctoberApril 1, 2016.2017. 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$25.4 million in 2018, $22.7$22.3 million in 2019, $18.0$18.1 million in 2020, $14.7$14.8 million in 2021, and $9.9$13.5 million in 2022.

Note 6: Exit2022, and Disposal Activities

Snap-on did not record any costs for exit and disposal activities$12.4 million in the three and nine months ended September 30, 2017, or in the three months ended October 1, 2016.Snap-on recorded $0.9 million of costs for exit and disposal activities in the nine months ended October 1, 2016. The majority of the $0.8 million exit and disposal accrual as of September 30, 2017, is expected to be utilized in 2017.Snap-on anticipates funding the remaining cash requirements of its exit and disposal activities with available cash on hand, cash flows from operations 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 judgment under prevailing circumstances.

2023.

Note 7: Income Taxes

Snap-on’s effective income tax rate on earnings attributable toSnap-on was 30.5%26.2% and 31.1%30.7% in the first ninethree months of 2018 and 2017, respectively.   The effective tax rate for 2018 includes the net tax benefits attributable to "H.R.1", formerly known as the U.S. Tax Cuts and Jobs Act (the "Tax Act"), which was signed into law on December 22, 2017.

The Tax Act made broad and complex changes to the U.S. tax code, including, but not limited to, (i) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; and (ii) requiring companies to pay a one-time transition tax on certain unremitted earnings of foreign subsidiaries.

21

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



The Tax Act also established new tax laws that affect 2018, including, but not limited to: (i) the reduction of the U.S. federal corporate tax rate discussed above; (ii) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (iii) a new provision designed to tax global intangible low-taxed income (“GILTI”); (iv) the repeal of the domestic production activity deductions; (v) limitations on the deductibility of certain executive compensation; (vi) limitations on the use of foreign tax credits to reduce the U.S. income tax liability; and (vii) a new provision that allows a domestic corporation an immediate deduction for a portion of its foreign derived intangible income (“FDII”).

The Securities and Exchange Commission staff issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the related accounting under ASC 740, Accounting for Income Taxes. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for a certain income tax effect of the Tax Act is incomplete, but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.

The company’s accounting for the certain elements of the Tax Act was incomplete as of the period ended December 30, 2017, and 2016, respectively.    

remains incomplete as of March 31, 2018. However, the company was able to make reasonable estimates of the effects and, therefore, recorded provisional estimates for these items. In connection with its initial analysis of the impact of the Tax Act, the company recorded a provisional discrete net tax expense of $7.0 million in the period ended December 30, 2017. This provisional estimate consists of a net expense of $13.7 million for the one-time transition tax and a net benefit of $6.7 million related to revaluation of deferred tax assets and liabilities, caused by the new lower corporate tax rate. To determine the transition tax, the company must determine the amount of post-1986 accumulated earnings and profits of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. While the company was able to make a reasonable estimate of the transition tax, it is continuing to gather additional information to more precisely compute the final amount. Likewise, while the company was able to make a reasonable estimate of the impact of the reduction to the corporate tax rate, its rate may be affected by other analyses related to the Tax Act, including, but not limited to, the state tax effect of adjustments made to federal temporary differences. Due to the complexity of the new GILTI tax rules, the company is continuing to evaluate this provision of the Tax Act and the application of ASC 740. Under GAAP, the company is allowed to make an accounting policy choice to either (i) treat taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method"); or (ii) factor in such amounts into a company’s measurement of its deferred taxes (the “deferred method”). The company’s selection of an accounting policy with respect to the new GILTI tax rules is dependent on additional analysis and potential future modifications to existing structures, which are not currently known. The company has not made a policy decision regarding whether to record deferred taxes on GILTI. The company will continue to analyze the full effects of the Tax Act on its consolidated financial statements.


During the first three months of 2018, the Internal Revenue Service issued new guidance affecting the computation of the company’s 2017 federal income tax liability. As a result of this new guidance and additional analysis of the impacts of the Tax Act, the company revised its prior estimates and recorded $2.6 million of additional tax expense related to the Tax Act during the period. The ultimate impact of the Tax Act may differ from the current estimates, possibly materially, due to changes in interpretations and assumptions the company has made, future guidance that may be issued and actions the company may take as a result of the law.
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 zero to $2.3$0.7 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 zero to $1.3$1.5 million over the next 12 months for uncertain tax positions expected to be taken in future tax filings.



22

Table of Contents
SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)



Note 8: Short-term and Long-term Debt

Short-term and long-term debt as of SeptemberMarch 31, 2018, and December 30, 2017, and December 31, 2016, 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)March 31, 2018 December 30, 2017
4.25% unsecured notes due 2018$
 $250.0
6.70% unsecured notes due 2019
 200.0
6.125% unsecured notes due 2021250.0
 250.0
3.25% unsecured notes due 2027300.0
 300.0
4.10% unsecured notes due 2048400.0
 
Other debt*141.5
 186.8
 1,091.5
 1,186.8
Less: notes payable and current maturities of long-term debt:   
Current maturities of long-term debt
 (250.0)
Commercial paper borrowings(132.0) (151.0)
Other notes(13.2) (32.2)
 (145.2) (433.2)
Total long-term debt$946.3
 $753.6
*Includes fair value adjustments related to interest rate swaps, debt discounts and debt issuance costs.
Notes payable and current maturities of long-term debt of $453.4$145.2 million as of September 30, 2017,March 31, 2018, included $250 million of 4.25% unsecured notes that mature on January 15, 2018 (the “2018 Notes”), $170$132 million of commercial paper borrowings and $33.4$13.2 million of other notes. As of 20162017 year end, notes payable and current maturities of long-term debt of $301.4$433.2 million included $150$250 million of unsecured 5.50%4.25% notes due on January 16, 2018 (the "2018 Notes"), that were repaid in January 2017 upon maturity $130in accordance with their terms, $151 million of commercial paper borrowings and $21.4$32.2 million of other notes. As of 20162017 year end, the 2018 Notes$200 million of unsecured 6.70% notes due March 1, 2019 (the "2019 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 20162017 year-end balance sheet date.

On February 20, 2018, Snap-on commenced a tender offer to repurchase the 2019 Notes with $26.1 million of the 2019 Notes tendered and repaid on February 27, 2018. On February 20, 2018, Snap-on also issued a notice of redemption for any remaining outstanding 2019 Notes not tendered, with the redemption completed on March 22, 2018. The total cash cost for this tender and redemption was $209.1 million, including accrued interest of $1.5 million. Snap-on recorded $7.8 million for the loss on the early extinguishment of debt related to the 2019 Notes, which included the redemption premium and other issuance costs associated with this debt in "Other income (expense) - net" on the accompanying Condensed Consolidated Statement of Earnings. See Note 15 for additional information on other income (expense) - net.
On February 20, 2018, Snap-on sold, at a discount, $400 million of unsecured 4.10% long-term notes that mature on March 1, 2048 (the "2048 Notes"). Interest on the 2048 Notes is payable semi-annually beginning September 1, 2018. Snap-on used a portion of the $395.4 million of net proceeds from the sale of the 2048 Notes, reflecting $3.5 million of transaction costs, to repay the 2019 Notes. The remaining net proceeds were used to repay a portion of its then-outstanding commercial paper borrowings and for general corporate purposes, which may include working capital, capital expenditures and possible acquisitions.
On February 15, 2017,Snap-on sold, at a discount, $300 million of unsecured 3.25% long-term notes that mature on March 1, 2027 (the “2027 Notes”). Interest on the 2027 Notes is payable semi-annually beginning September 1, 2017.Snap-on used the $297.8 million of net proceeds from the sale of the 2027 Notes, reflecting $1.9 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 includeincluding working capital, capital expenditures and possible acquisitions.

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Snap-on has a five-year, $700 million multi-currency revolving credit facility that terminates on December 15, 2020 (the “Credit Facility”); no amounts were outstanding under the Credit Facility as of September 30, 2017.March 31, 2018. Borrowings under the Credit Facility bear interest at varying rates based onSnap-on’s then-current, long-term debt ratings. The Credit Facility’s financial covenant requires thatSnap-on maintain, as of each fiscal quarter end, either (i) a ratio not greater than 0.60 to 1.00 of consolidated net debt (consolidated

23

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


(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”); 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 to EBITDA Ratio”).Snap-on may, up to two times during any five-year period during the term of the Credit Facility (including any extensions thereof), increase the maximum Debt Ratio to 0.65 to 1.00 and/or increase the maximum Debt to EBITDA Ratio to 3.75 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,March 31, 2018, the company’s actual ratios of 0.260.24 and 1.161.04 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: Financial Instruments
Derivatives:

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 Accumulated other comprehensive income (loss) (“Accumulated OCI”) must be 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.

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 date 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”).

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 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. The notional amount of interest rate swaps outstanding and designated as fair value hedges was $100 million as of both September 30, 2017,March 31, 2018, and December 31, 2016.

30, 2017.

Snap-on entered into a $250$300 million treasury lock in the fourth quarter of 20162017 to manage the potential change in interest rates in anticipation of the possible issuance of fixed rate debt.debt in the first quarter of 2018. Treasury locks are accounted for as cash flow

24

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


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, net of tax effect.
In the first quarter of 2018, Snap-on settled the outstanding $300 million treasury lock after it was deemed to be an ineffective hedge related to the 2048 Notes which were issued in February 2018. The $13.3 million gain on the settlement of the treasury lock was recorded in "Other income (expense) - net" on the accompanying Condensed Consolidated Statements of Earnings. As of March 31, 2018, no treasury locks were outstanding. The notional amount of treasury locks outstanding and designated as cash flow hedges as of December 30, 2017, was $300 million. See Note 15 for additional information on other income (expense) - net.
In first quarter of 2017, Snap-on settled the $250 million treasury lock in conjunction with the February 2017 issuance of the 2027 Notes. The $14.9 million gain on the settlement of the treasury lock was recorded in Accumulated OCI and is being amortized over the term of the 2027 Notes and recognized as an adjustment to interest expense on the consolidated statementsCondensed Consolidated Statements of earnings. As of September 30, 2017, no treasury locks were outstanding. The notional amount of treasury locks outstanding and designated as cash flow hedges as of December 31, 2016, was $250 million.

Earnings.

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,March 31, 2018, Snap-on had equity forwards in place intended to manage market risk with respect to 120,900102,300 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     

 March 31, 2018 December 30, 2017
(Amounts in millions)
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Finance receivables – net$1,548.1
 $1,782.0
 $1,544.6
 $1,791.5
Contract receivables – net418.1
 456.1
 419.4
 459.1
Long-term debt, notes payable and current maturities of long-term debt1,091.5
 1,119.7
 1,186.8
 1,235.6
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 waswere 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.



25

Table of Contents
SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)



Note 10: 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 Ended 
(Amounts in millions)March 31, 2018 April 1, 2017 
Service cost$6.5
 $5.9
 
Interest cost13.2
 14.0
 
Expected return on plan assets(21.7) (20.1) 
Amortization of unrecognized loss8.0
 6.9
 
Amortization of prior service credit(0.3) (0.3) 
Net periodic pension cost$5.7
 $6.4
 
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 15 for additional information on other income (expense) - net.
Snap-on intends to make contributions of $7.1$9.7 million to its foreign pension plans and $2.3$2.4 million to its domestic pension plans in 2017,2018, as required by law. In the first ninethree months of 2017,2018, Snap-on made $61.2$10.3 million of cash contributions to its domestic pension plans consisting of (i) $60.0$10.0 million of discretionary contributions and (ii) $1.2$0.3 million of required contributions. Depending on market and other conditions,Snap-on may make additional discretionary cash contributions to its pension plans in 2017.

2018.

Note 11: 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 Ended 
(Amounts in millions)March 31, 2018 April 1, 2017 
Interest cost$0.5
 $0.5
 
Expected return on plan assets(0.2) (0.2) 
Amortization of unrecognized gain(0.1) (0.1) 
Net periodic postretirement health care cost$0.2
 $0.2
 

The components of net periodic postretirement health care cost, other than the service cost component, 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.

Note 12: 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,March 31, 2018, the 2011 Plan had 3,287,4032,571,111 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$6.7 million and $21.4$7.4 million for the respective three and nine months ended September 30, 2017,March 31, 2018, and $7.3 million and $21.5 million for the respective three and nine months ended OctoberApril 1, 2016.2017. Cash received from stock purchase and option plan exercises during the respective three and nine months ended September 30,March 31, 2018, and April 1, 2017, totaled $1.6$11.5 million and $36.2 million, respectively. Cash received from stock purchase and option plan exercises during the three and nine months ended October 1, 2016, totaled $4.0 million and $32.4 million, respectively.$14.1 million. The tax benefit realized from both the exercise and vesting of share-based payment arrangements was $0.8$5.1 million and $12.9$9.0 million for the respective three and nine months ended September 30, 2017,March 31, 2018, and $1.8 million and $14.9 million for the respective three and nine months ended OctoberApril 1, 2016.

2017.


26

Table of Contents
SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)



Stock 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 historical dividend payments. 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 ninethree months ended September 30,March 31, 2018, and April 1, 2017, and October 1, 2016, 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:    

 Three Months Ended
 March 31, 2018 April 1, 2017
Expected term of option (in years)
5.35 5.15
Expected volatility factor20.08% 22.01%
Expected dividend yield1.68% 1.63%
Risk-free interest rate2.71% 1.78%
A summary of stock option activity as of and for the ninethree months ended September 30, 2017,March 31, 2018, 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 30, 20173,198
 $115.30
    
Granted515
 161.18
    
Exercised(137) 83.75
    
Forfeited or expired(10) 157.97
    
Outstanding at March 31, 20183,566
 123.02
 6.7 $107.5
Exercisable at March 31, 20182,446
 106.15
 5.6 105.6
*Weighted-average
The weighted-average grant date fair value of options granted during the ninethree months ended September 30,March 31, 2018, and April 1, 2017, was $30.21 and October 1, 2016, was $31.13, and $22.99, respectively. The intrinsic value of options exercised was $2.0$11.0 million and $23.4$13.2 million during the respective three and nine months ended September 30, 2017,March 31, 2018, and $4.8 million and $22.2 million during the respective three and nine months ended OctoberApril 1, 2016.2017. The fair value of stock options vested was $14.0$16.0 million and $12.7$14.0 million during the respective ninethree months ended September 30, 2017,March 31, 2018, and OctoberApril 1, 2016.

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

2017.

As of September 30, 2017,March 31, 2018, there was $23.3$30.7 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 1.72.2 years.

Performance 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.


27

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


The PSUs have a three-year performance period based on the results of the consolidated financial metrics of the company. The performance-based RSUs have aone-year performance period based on the results of the consolidated financial metrics of the company followed by atwo-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 ninethree months ended September 30,March 31, 2018, and April 1, 2017, was $160.22 and October 1, 2016, was $168.70, and $138.80, respectively. PSUs related to 60,98050,182 shares and 94,18660,980 shares were paid out during the respective ninethree months ended September 30, 2017,March 31, 2018, and OctoberApril 1, 2016.2017. Earned PSUs 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 2017 performance, 13,648 RSUs granted in 2017 were earned; assuming continued employment, these RSUs will vest at the end of fiscal 2019. Based on the company’s 2016 performance, 45,502 RSUs granted in 2016 were earned; assuming continued employment, these RSUs will vest at the end of fiscal 2018. Based on the company’s 2015 performance, 64,327 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 2014 were earned; these RSUs vested as of fiscal 20162017 year end and were paid out shortly thereafter.

Changes to the company’snon-vested performance awards during the ninethree months ended September 30, 2017,March 31, 2018, 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 30, 2017132
 $149.93
Granted91
 160.22
Vested
 
Cancellations and other(3) 157.54
Non-vested performance awards at March 31, 2018220
 154.08
*Weighted-average
As of September 30, 2017,March 31, 2018, there was $14.1$20.5 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 1.72.2 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 historical dividend payments. 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.


28

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


The following weighted-average assumptions were used in calculating the fair value of stock-settled SARs granted during the ninethree months ended September 30,March 31, 2018, and April 1, 2017, and October 1, 2016, 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:

 Three Months Ended
 March 31, 2018 April 1, 2017
Expected term of stock-settled SARs (in years)
3.58 3.99
Expected volatility factor20.08% 19.39%
Expected dividend yield1.63% 1.46%
Risk-free interest rate2.40% 1.55%
Changes to the company’s stock-settled SARs during the ninethree months ended September 30, 2017,March 31, 2018, 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 30, 2017360
 $138.63
    
Granted89
 161.18
    
Exercised(8) 101.87
    
Forfeited or expired(17) 126.80
    
Outstanding at March 31, 2018424
 144.50
 7.9 $4.6
Exercisable at March 31, 2018240
 132.62
 7.0 4.3
*Weighted-average
The weighted-average grant date fair value of stock-settled SARs granted during the ninethree months ended September 30,March 31, 2018, and April 1, 2017, was $24.71 and October 1, 2016, was $24.13, and $19.47, respectively. The intrinsic value of stock-settled SARs exercised was zero$0.6 million and $0.5 million during the respective three and nine months ended September 30, 2017,March 31, 2018, and $0.1 million and $0.8 million during the respective three and nine months ended OctoberApril 1, 2016.2017. The fair value of stock-settled SARs vested was $2.2 million and $2.1 million during both the ninerespective three months ended September 30, 2017,March 31, 2018, and OctoberApril 1, 2016, was $2.1 million.

2017.

As of September 30, 2017,March 31, 2018, there was $3.0$4.1 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 1.72.2 years.

The following weighted-average assumptions were used in calculating the fair value of cash-settled SARs granted during the ninethree months ended September 30,March 31, 2018, and April 1, 2017, and October 1, 2016, 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:

 Three Months Ended
 March 31, 2018 April 1, 2017
Expected term of cash-settled SARs (in years)
3.50 3.90
Expected volatility factor20.41% 19.27%
Expected dividend yield1.63% 1.55%
Risk-free interest rate2.39% 1.50%
The intrinsic value of cash-settled SARs exercised was zero$2.0 million and $0.8$0.6 million during the respective three and nine months ended September 30, 2017,March 31, 2018, and $0.1 million and $0.9 million during the respective three and nine months ended OctoberApril 1, 2016.2017. The fair value of cash-settled SARs vested during the ninethree months ended September 30,March 31, 2018, and April 1, 2017, and October 1, 2016, was $0.1 millionzero and $0.2 million, respectively.


29

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


Changes to the company’snon-vested cash-settled SARs during the ninethree months ended September 30, 2017,March 31, 2018, 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 30, 20175
 $35.41
Granted1
 24.71
Vested(3) 16.08
Non-vested cash-settled SARs at March 31, 20183
 19.66
*Weighted-average

As of September 30, 2017,March 31, 2018, 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 1.41.9 years.

Restricted Stock Awards –Non-employee Directors

The company awarded 6,9666,975 shares and 7,1456,966 shares of restricted stock tonon-employee directors in the first ninethree months of 20172018 and 2016,2017, respectively. The fair value of the restricted stock awards is expensed over aone-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: 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 Ended 
 March 31, 2018 April 1, 2017 
Weighted-average common shares outstanding56,651,508
 57,940,664
 
Effect of dilutive securities1,113,721
 1,383,806
 
Weighted-average common shares outstanding, assuming dilution57,765,229
 59,324,470
 
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,March 31, 2018, there were 723,215715,083 awards outstanding that were anti-dilutive; as of OctoberApril 1, 2016,2017, there were 1,6003,000 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: 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

30

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


Snap‑on’s product warranty accrual activity for the three and nine months ended September 30,March 31, 2018, and April 1, 2017, and October 1, 2016, 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 Ended 
(Amounts in millions)March 31, 2018 April 1, 2017 
Warranty reserve:    
Beginning of period$17.2
 $16.0
 
Additions3.8
 3.7
 
Usage(3.5) (2.6) 
End of period$17.5
 $17.1
 
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 SeptemberCondensed Consolidated Balance Sheets as of March 31, 2018, and December 30, 2017, included a $15.0fiscal 2017 accruals of $30.9 million charge related to a judgementjudgment in a patent-related litigation matter, as well as $15.0 million related to a judgment in an employment-related litigation matter brought by an individual that isindividual; both judgments are 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.

Note 15: 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)     
  

 

 

   

 

 

   

 

 

   

 

 

 

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

 Three Months Ended 
(Amounts in millions)March 31, 2018 April 1, 2017 
Interest income$0.1
 $0.1
 
Net foreign exchange loss(2.1) (1.7) 
Net periodic pension and postretirement benefits (costs) – non-service0.6
 (0.7) 
Settlement of treasury lock13.3
 
 
Loss on early extinguishment of debt(7.8) 
 
Other(1.3) (0.1) 
Total other income (expense) – net$2.8
 $(2.4) 

Note 16: 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)     
  

 

 

   

 

 

   

 

 

   

 

 

 

The following is a summaryMarch 31, 2018:

(Amounts in millions)
Foreign
Currency
Translation
 
Cash Flow
Hedges
 
Defined
Benefit
Pension and
Postretirement
Plans
 Total
Balance as of December 30, 2017$(82.5) $14.5
 $(261.0) $(329.0)
Other comprehensive income (loss) before reclassifications39.1
 (0.8) 
 38.3
Amounts reclassified from Accumulated OCI
 (0.5) 5.8
 5.3
Net other comprehensive income (loss)39.1
 (1.3) 5.8
 43.6
Balance as of March 31, 2018$(43.4) $13.2
 $(255.2) $(285.4)

31

Table of net changes in Accumulated OCI by component and net of tax for the nine 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)     
  

 

 

   

 

 

   

 

 

   

 

 

 

Contents

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 the three months ended OctoberApril 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)     
  

 

 

   

 

 

   

 

 

   

 

 

 

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 reclassifications38.1
 6.1
 
 44.2
Amounts reclassified from Accumulated OCI
 (0.3) 4.2
 3.9
Net other comprehensive income38.1
 5.8
 4.2
 48.1
Balance as of April 1, 2017$(179.6) $15.0
 $(285.8) $(450.4)
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 nine 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)     
  

 

 

   

 

 

   

 

 

   

 

 

 

The reclassifications out of Accumulated OCI for the three and nine month periods ended September 30,March 31, 2018, and April 1, 2017, and October 1, 2016, 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 Ended  
  March 31,
2018
 April 1,
2017
 
Statement of Earnings
Presentation
(Amounts in millions)      
Gains on cash flow hedges:      
Treasury locks $0.5
 $0.3
 Interest expense
Income tax expense 
 
 Income tax expense
Net of tax 0.5
 0.3
  
       
Amortization of net unrecognized losses and prior service credits (7.6) (6.5) See footnote below*
Income tax benefit 1.8
 2.3
 Income tax expense
Net of tax (5.8) (4.2)  
Total reclassifications for the period, net of tax $(5.3) $(3.9)  
*

These Accumulated OCI components are included in the computation of net periodic pension and postretirement health care costs; see Note 10 and Note 11 for further information.

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)


Note 17: 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”), through direct and distributor channels. Financial Services consists of the business operations ofSnap-on’s finance subsidiaries.

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      
  

 

 

   

 

 

   

 

 

   

 

 

 


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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      
  

 

 

   

 

 

 



consolidated financial results. See Note 1 for additional information on the retrospective adoption of ASU No. 2017-07 for the first quarter ended April 1, 2017.
Financial Data by Segment:
 Three Months Ended
(Amounts in millions)March 31, 2018 April 1, 2017
Net sales:   
Commercial & Industrial Group$331.6
 $298.7
Snap-on Tools Group404.7
 409.4
Repair Systems & Information Group337.0
 318.8
Segment net sales1,073.3
 1,026.9
Intersegment eliminations(137.8) (139.8)
Total net sales$935.5
 $887.1
Financial Services revenue83.0
 76.8
Total revenues$1,018.5
 $963.9
Operating earnings:   
Commercial & Industrial Group$46.5
 $41.9
Snap-on Tools Group68.9
 70.3
Repair Systems & Information Group85.8
 79.1
Financial Services56.9
 52.5
Segment operating earnings258.1
 243.8
Corporate(23.5) (21.1)
Operating earnings$234.6
 $222.7
Interest expense(13.6) (12.7)
Other income (expense) – net2.8
 (2.4)
Earnings before income taxes and equity earnings$223.8
 $207.6

(Amounts in millions)March 31,
2018
 December 30,
2017
Assets:   
Commercial & Industrial Group$1,136.2
 $1,113.9
Snap-on Tools Group762.0
 714.3
Repair Systems & Information Group1,311.5
 1,314.3
Financial Services1,968.7
 1,971.8
Total assets from reportable segments$5,178.4
 $5,114.3
Corporate204.5
 200.6
Elimination of intersegment receivables(65.3) (65.8)
Total assets$5,317.6
 $5,249.1


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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 that (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 those factors discussed in its Annual Report on Form10-K for the fiscal year ended December 31, 2016,30, 2017, which are incorporated herein by reference, 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 also include 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), 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 recently-imposed U.S. tariffs 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, and other world or local events outsideSnap-on’s control, including terrorist disruptions.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.


Recent Acquisitions
On January 31, 2018, Snap-on acquired substantially all of the assets of George A. Sturdevant, Inc. (d/b/a Fastorq) for a cash purchase price of $3.0 million. Fastorq, based in New Caney, Texas, designs, assembles and distributes hydraulic torque and hydraulic tensioning products for use in critical industries. The acquisition of the Fastorq product line complemented and increased Snap-on's existing torque product offering and broadened its established capabilities in serving critical industries.

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SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

Recent Acquisitions



On July 28, 2017,Snap-on acquired Torque Control SpecialistSpecialists Pty Ltd (“TCS”), 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 and calibrators for use 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 HoldingHoldings Limited, along with its U.S. and Chinese joint ventures (“Norbar”), for a cash 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 Fastorq, TCS and Norbar have been included in the Commercial & Industrial Group since the acquisition date and the results of operations and assets of BTC have been included in the Repair Systems &and 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.
Impact of the Tax Act
The effective tax rate for 2018 includes the net tax benefits attributable to the U.S. Tax Cuts and Jobs Act (the “Tax Act”), which was signed into law on December 22, 2017.

The Tax Act made broad and complex changes to the U.S. tax code, including, but not limited to, (i) reducing the future U.S. federal corporate tax rate from 35 percent to 21 percent; and (ii) requiring companies to pay a one-time transition tax on certain unremitted earnings of foreign subsidiaries.

The Tax Act also established new tax laws that affect 2018, including, but not limited to: (i) the reduction of the U.S. federal corporate tax rate discussed above; (ii) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (iii) a new provision designed to tax global intangible low-taxed income (“GILTI”); (iv) the repeal of the domestic production activity deductions; (v) limitations on the deductibility of certain executive compensation; (vi) limitations on the use of foreign tax credits to reduce the U.S. income tax liability; and (vii) a new provision that allows a domestic corporation an immediate deduction for a portion of its foreign derived intangible income (“FDII”).

The Securities and Exchange Commission staff issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the related accounting under ASC 740,

Accounting for Income Taxes. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for a certain income tax effect of the Tax Act is incomplete, but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.


The company’s accounting for the certain elements of the Tax Act was incomplete as of the period ended December 30, 2017, and remains incomplete as of March 31, 2018. However, the company was able to make reasonable estimates of the effects and, therefore, recorded provisional estimates for these items. In connection with its initial analysis of the impact of the Tax Act, the company recorded a provisional discrete net tax expense of $7.0 million in the period ended December 30, 2017. This provisional estimate consists of a net expense of $13.7 million for the one-time transition tax and a net benefit of $6.7 million related to revaluation of deferred tax assets and liabilities, caused by the new lower corporate tax rate. To determine the transition tax, the company must determine the amount of post-1986 accumulated earnings and profits of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. While the company was able to make a reasonable estimate of the transition tax, it is continuing to gather additional information to more precisely compute the final amount. Likewise, while the company was able to make a reasonable estimate of the impact of the reduction to the corporate tax rate, its rate may be affected by other analyses related to the Tax Act, including, but not limited to, the state tax effect of adjustments made to federal temporary differences. Due to the complexity of the new GILTI tax rules, the company is continuing to evaluate this provision of the Tax Act

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS
(continued)


and the application of ASC 740. Under GAAP, the company is allowed to make an accounting policy choice to either (i) treat taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method"); or (ii) factor in such amounts into a company’s measurement of its deferred taxes (the “deferred method”). The company’s selection of an accounting policy with respect to the new GILTI tax rules is dependent on additional analysis and potential future modifications to existing structures, which are not currently known. The company has not made a policy decision regarding whether to record deferred taxes on GILTI. The company will continue to analyze the full effects of the Tax Act on its consolidated financial statements.

During the first three months of 2018, the Internal Revenue Service issued new guidance affecting the computation of the company’s 2017 federal income tax liability. As a result of this new guidance and additional analysis of the impacts of the Tax Act, the company revised its prior estimates and recorded $2.6 million of additional tax expense related to the Tax Act during the period. The ultimate impact of the Tax Act may differ from the current estimates, possibly materially, due to changes in interpretations and assumptions the company has made, future guidance that may be issued and actions the company may take as a result of the law.
Impact of ASU No. 2017-07

At the beginning of fiscal 2018, Snap-on adopted ASU No. 2017-07,

Compensation – Retirement Benefits (Topic 715) – Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The ASU requires changes to be applied retrospectively; as such, prior periods have been restated to reflect this adoption. See Note 1 to the Condensed Consolidated Financial Statements for further information on the adoption of this ASU.



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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,March 31, 2018, and April 1, 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.

  Three Months Ended
(Amounts in millions) March 31, 2018 April 1, 2017 Change
Net sales $935.5
 100.0 % $887.1
 100.0 % $48.4
 5.5 %
Cost of goods sold (463.9) (49.6)% (438.8) (49.5)% (25.1) (5.7)%
Gross profit 471.6
 50.4 % 448.3
 50.5 % 23.3
 5.2 %
Operating expenses (293.9) (31.4)% (278.1) (31.3)% (15.8) (5.7)%
Operating earnings before financial services 177.7
 19.0 % 170.2
 19.2 % 7.5
 4.4 %
             
Financial services revenue 83.0
 100.0 % 76.8
 100.0 % 6.2
 8.1 %
Financial services expenses (26.1) (31.4)% (24.3) (31.6)% (1.8) (7.4)%
Operating earnings from financial services 56.9
 68.6 % 52.5
 68.4 % 4.4
 8.4 %
             
Operating earnings 234.6
 23.0 % 222.7
 23.1 % 11.9
 5.3 %
Interest expense (13.6) (1.3)% (12.7) (1.3)% (0.9) (7.1)%
Other income (expense) – net 2.8
 0.3 % (2.4) (0.3)% 5.2
 NM
Earnings before income taxes and equity earnings 223.8
 22.0 % 207.6
 21.5 % 16.2
 7.8 %
Income tax expense (57.6) (5.7)% (62.6) (6.5)% 5.0
 8.0 %
Earnings before equity earnings 166.2
 16.3 % 145.0
 15.0 % 21.2
 14.6 %
Equity earnings, net of tax 0.6
 0.1 % 0.1
 0.1 % 0.5
 NM
Net earnings 166.8
 16.4 % 145.1
 15.1 % 21.7
 15.0 %
Net earnings attributable to noncontrolling interests (3.8) (0.4)% (3.5) (0.4)% (0.3) (8.6)%
Net earnings attributable to Snap-on Inc. $163.0
 16.0 % $141.6
 14.7 % $21.4
 15.1 %
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$935.5 million in the thirdfirst quarter of 20172018 increased $69.7$48.4 million, or 8.4%5.5%, from 20162017 levels, reflecting a $19.5$7.2 million, or 2.3%0.8%, increase in organic sales (anon-GAAP financial measure that excludes acquisition-related sales and the impact of foreign currency translation), $44.3$14.3 million of acquisition-related sales, and $5.9$26.9 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 excludeexcluding 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 facilitating comparisons of our sales performance with prior periods.

SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

Gross profit of $448.6$471.6 million in the thirdfirst quarter of 20172018 compared to $419.1$448.3 million last year. Gross margin (gross profit as a percentage of net sales) of 49.6%50.4% in the quarter declined 6010 basis points (100 basis points (“bps”) equals 1.0 percent) from 50.2%50.5% last year primarily due to 4020 bps of unfavorable foreign currency effects and lower gross margin on acquisition related sales,a 10 bps impact from acquisitions, as well as higher other costs, partially offset by savings from the company’s “Rapid Continuous Improvement” or “RCI“RCI” initiatives.


37

Table of Contents
SNAP-ON INCORPORATED
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(continued)


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.


Operating expenses of $295.5$293.9 million in the thirdfirst quarter of 20172018 compared to $261.5$278.1 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.year. The operating expense margin (operating expenses as a percentage of net sales) of 32.7% was 140 bps higher than31.4% compared to 31.3% last year as 170 bps for the legal charge and 30 bps of operating expenses for acquisitions were partially offset by sales volume leverage.

year.

Operating earnings before financial services of $153.1$177.7 million in the thirdfirst quarter of 2017,2018, including $1.9$3.7 million of unfavorablefavorable foreign currency effects, and $15.0 million for the legal charge, decreased $4.5increased $7.5 million, or 2.9%4.4%, as compared to $157.6$170.2 million last year. As a percentage of net sales, operating earnings before financial services of 16.9%19.0%, including the legal charge,20 bps of unfavorable foreign currency effects, compared to 18.9%19.2% last year.

Financial services revenue of $79.0$83.0 million in the thirdfirst quarter of 20172018 compared to revenue of $71.6$76.8 million last year. Financial services operating earnings of $56.0$56.9 million in the thirdfirst quarter of 2017,2018, including $0.1$0.5 million of favorable foreign currency effects, increased $5.4$4.4 million, or 10.7%8.4%, as compared to $50.6$52.5 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$234.6 million in the thirdfirst quarter of 2017,2018, including $1.8$4.2 million of unfavorablefavorable foreign currency effects, and $15.0 million for the legal charge, increased $0.9$11.9 million, or 0.4%5.3%, from $208.2$222.7 million last year. As a percentage of revenues (net sales plus financial services revenue), operating earnings of 21.3%23.0% in the quarter, including 20 bps of unfavorable foreign currency effects, compared to 23.0%23.1% last year.

Interest expense was unchanged at $13.1$13.6 million and $12.7 million in the respective thirdfirst quarters of 20172018 and 2016.2017. See Note 8 to the Condensed Consolidated Financial Statements for information onSnap-on’s debt and credit facilities.

Other income (expense) – net was income of $2.8 million and expense of $2.1 million and $0.8$2.4 million in the respective thirdfirst quarters of 20172018 and 2016.2017. Other income (expense) – net reflectsin fiscal 2018 includes a net gain of $5.5 million associated with a treasury lock settlement gain of $13.3 million related to the issuance of debt, partially offset by $7.8 million of expense related to the early extinguishment of debt (collectively, the "net debt items"), 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 15 to the Condensed Consolidated Financial Statements for information on other income (expense) – net.

Snap-on’s third 2018 first quarter effective income tax rate on earnings attributable toSnap-on was 30.1%26.2%, including a 0.6% benefit from120 bps related to the legal charge,implementation of tax legislation ("tax charge"), as compared to 30.7% in 2017 and 31.2% in 2016.2017. See Note 7 to the Condensed Consolidated Financial Statements for information on income taxes.

Net earnings attributable toSnap-on of $133.4$163.0 million, or $2.29$2.82 per diluted share, in the thirdfirst quarter of 2017,2018, including $9.3 million, or $0.16 per diluted share, for the after tax legal charge, increased $1.7$4.1 million, or $0.07 per diluted share, for the after-tax net debt items, and $2.6 million, or $0.04 per diluted share for the tax charge, increased $21.4 million, or $0.43 per diluted share, from 20162017 levels. Net earnings attributable toSnap-on in the thirdfirst quarter of 20162017 were $131.7$141.6 million, or $2.22$2.39 per diluted share.

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.


38

Table of Contents
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 intersegment 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) March 31, 2018 April 1, 2017 Change
External net sales $258.8
 78.0 % $225.6
 75.5 % $33.2
 14.7 %
Intersegment net sales 72.8
 22.0 % 73.1
 24.5 % (0.3) (0.4)%
Segment net sales 331.6
 100.0 % 298.7
 100.0 % 32.9
 11.0 %
Cost of goods sold (202.3) (61.0)% (182.0) (60.9)% (20.3) (11.2)%
Gross profit 129.3
 39.0 % 116.7
 39.1 % 12.6
 10.8 %
Operating expenses (82.8) (25.0)% (74.8) (25.1)% (8.0) (10.7)%
Segment operating earnings $46.5
 14.0 % $41.9
 14.0 % $4.6
 11.0 %
Segment net sales of $314.6$331.6 million in the thirdfirst quarter of 20172018 increased $25.3$32.9 million, or 8.7%11.0%, from 20162017 levels, reflecting a $0.6$6.0 million, or 0.2%1.9%, organic sales gain, $22.7$13.6 million of acquisition-related sales, and $2.0$13.3 million of favorable foreign currency translation. The organic sales increase includes a highlow single-digit gaingains in sales to customers in critical industries, a low single-digit gain in sales in the segment’s European-based hand tools business substantiallyand in its Asia/Pacific operations, partially offset by a double-digitmid single-digit decrease in sales of power tools, and a mid single-digit sales decrease in the segment’s Asia Pacific operations.

tools.

Segment gross profit of $126.7$129.3 million in the thirdfirst quarter of 20172018 compared to $112.7$116.7 million last year. ThirdFirst quarter gross margin of 40.3%39.0% in 2017 increased 1302018 decreased 10 bps from 39.0%39.1% in 20162017 primarily due to favorable business mix50 bps of unfavorable foreign currency effects, partially offset by the benefits of higher sales volume and benefits from the company’s RCI initiatives.

Segment operating expenses of $76.6$82.8 million in the thirdfirst quarter of 20172018 compared to $69.0$74.8 million last year. The operating expense margin of 24.4%25.0% in 2018 improved 10 bps from 25.1% in 2017, increased 50 bps from 23.9% in 2016 primarily due to 40as 20 bps of operating expenses for acquisitions.    

unfavorable foreign currency effects were more than offset by benefits from RCI and other cost reduction initiatives.    

As a result of these factors, segment operating earnings of $50.1$46.5 million in the thirdfirst quarter of 2017,2018, including $0.1$0.5 million of favorableunfavorable foreign currency effects, increased $6.4$4.6 million from 20162017 levels. Operating margin (segment operating earnings as a percentage of segment net sales) for the Commercial & Industrial Group of 15.9%14.0% in 2017 improved 802018, including 70 bps of unfavorable foreign currency effects, was unchanged from 15.1% 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%   
  

 

 

     

 

 

     

 

 

   

2017.

SNAP-ON INCORPORATEDSnap-on Tools Group

  Three Months Ended
(Amounts in millions) March 31, 2018 April 1, 2017 Change
Segment net sales $404.7
 100.0 % $409.4
 100.0 % $(4.7) (1.1)%
Cost of goods sold (224.4) (55.4)% (232.3) (56.7)% 7.9
 3.4 %
Gross profit 180.3
 44.6 % 177.1
 43.3 % 3.2
 1.8 %
Operating expenses (111.4) (27.6)% (106.8) (26.1)% (4.6) (4.3)%
Segment operating earnings $68.9
 17.0 % $70.3
 17.2 % $(1.4) (2.0)%

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

Segment net sales of $923.3$404.7 million in the first nine months of 2017 increased $61.3 million, or 7.1%, from 2016 levels, reflecting a $22.5 million, or 2.6%, organic sales gain and $46.4 million of acquisition-related sales, partially offset by $7.6 million of unfavorable foreign currency translation. The organic sales increase primarily includes mid single-digit gains in the segment’s European-based hand tools business and in sales to customers in critical industries, partially offset by a mid single-digit decrease in sales of power tools.

Segment gross profit of $364.1 million in the first nine months of 2017 compared to $334.6 million last year. Gross margin of 39.4% improved 60 bps from 38.8% last year primarily due to higher sales, savings from the company’s RCI initiatives and 20 bps of favorable foreign currency effects, partially offset by a 10 bps impact 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.

As a result of these factors, segment operating earnings of $134.4 million in the first nine months of 2017, including $1.0 million of favorable foreign currency effects, increased $10.3 million from 2016 levels. Operating margin for the Commercial & Industrial Group of 14.6% in the first nine months of 2017 increased 20 bps from 14.4% last year.

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%   
  

 

 

     

 

 

     

 

 

   

Segment net sales of $392.7 million in the third quarter of 20172018 decreased $4.5$4.7 million, or 1.1%, from 20162017 levels, reflecting a $6.5an $11.4 million, or 1.6%2.7%, organic sales decrease,decline, partially offset by $2.0$6.7 million of favorable foreign currency translation. Theorganic sales decreasedecline includes a mid single-digit decrease in the company’s U.S. franchise operations, partially offset by a double-digitmid single-digit sales gain in the company’s international franchise operations.


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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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(continued)


Segment gross profit of $164.2$180.3 million in the thirdfirst quarter of 20172018 compared to $173.3$177.1 million last year. Gross margin of 41.8% decreased 18044.6% improved 130 bps from 43.6%43.3% last year primarily due to 50 bps of favorable foreign currency effects, a year-over-year shift in product mix and 70 bps of unfavorable foreign currency effects.

benefits from the company's RCI initiatives.

Segment operating expenses of $107.9$111.4 million in the thirdfirst quarter of 20172018 compared to $108.7$106.8 million last year. The operating expense margin of 27.5%27.6% increased 20150 bps from 27.3%26.1% last year primarily due to the effect of the lower sales.

As a result of these factors, segment operating earnings of $56.3$68.9 million in the thirdfirst quarter of 2017,2018, including $2.3$3.7 million of unfavorablefavorable foreign currency effects, decreased $8.3$1.4 million from 20162017 levels. Operating margin for theSnap-on Tools Group of 14.3% in the third quarter of 2017 compared to 16.3% 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)

Segment net sales of $1,215.9 million in the first nine months of 2017 decreased $0.5 million from 2016 levels, reflecting a $5.7 million, or 0.5%, organic sales gain, which was more than offset by $6.2 million 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 $524.9 million in the first nine months of 2017 compared to $528.6 million last year. Gross margin of 43.2% declined 30 bps from 43.5% last year primarily due to 60 bps of unfavorable foreign currency effects, 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.

As a result of these factors, segment operating earnings of $207.2 million in the first nine months of 2017, including $9.2 million of unfavorable foreign currency effects, decreased $0.4 million from 2016 levels. Operating margin for theSnap-on Tools Group of 17.0% in the first nine monthsquarter of 20172018 compared to 17.1%17.2% 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) March 31, 2018 April 1, 2017 Change
External net sales $272.0
 80.7 % $252.1
 79.1 % $19.9
 7.9 %
Intersegment net sales 65.0
 19.3 % 66.7
 20.9 % (1.7) (2.5)%
Segment net sales 337.0
 100.0 % 318.8
 100.0 % 18.2
 5.7 %
Cost of goods sold (175.0) (51.9)% (164.3) (51.5)% (10.7) (6.5)%
Gross profit 162.0
 48.1 % 154.5
 48.5 % 7.5
 4.9 %
Operating expenses (76.2) (22.6)% (75.4) (23.7)% (0.8) (1.1)%
Segment operating earnings $85.8
 25.5 % $79.1
 24.8 % $6.7
 8.5 %
Segment net sales of $333.5$337.0 million in the thirdfirst quarter of 20172018 increased $47.4$18.2 million, or 16.6%5.7%, from 20162017 levels, reflecting a $23.7an $8.4 million, or 8.2%2.6%, organic sales gain, $21.6$0.7 million of acquisition-related sales and $2.1$9.1 million of favorable foreign currency translation. The organic sales increase includes double-digit gains in sales of diagnostic and repair information products to independent repair shop owners and managers, a highmid single-digit sales increase to OEM dealerships, and a low single-digit sales increase of undercar equipment.

Segment gross profit of $157.7 million in the third quarter of 2017 compared to $133.1 million last year. Gross margin of 47.3% improved 80 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 bps of impact from acquisitions, partially offset by benefits of sales volume leverage.

SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

As a result of these factors, segment operating earnings of $83.4 million in the third quarter of 2017, including $0.3 million of favorable foreign currency effects, increased $11.6 million from 2016 levels. Operating margin for the Repair Systems & Information Group of 25.0% in the third quarter of 2017 compared to 25.1% 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%   
  

 

 

     

 

 

     

 

 

   

Segment net sales of $990.4 million in the first nine months of 2017 increased $130.3 million, or 15.1%, from 2016 levels, reflecting a $69.4 million, or 8.1%, organic sales gain and $65.4 million of acquisition-related sales, partially offset by $4.5 million of unfavorable foreign currency translation. The organic sales increase includes high single-digit gains in sales of diagnostic and repair information products to independent repair shop owners and managers, and ina low single-digit sales increase to OEM dealerships, and a mid single-digit gain inwhile sales of undercar equipment.

equipment were essentially flat.

Segment gross profit of $470.6$162.0 million in the first nine monthsquarter of 20172018 compared to $402.5$154.5 million last year. Gross margin of 47.5% improved 7048.1% decreased 40 bps from 46.8%48.5% last year primarily due to benefits from acquisitions and savings from the company’s RCI initiatives. Restructuring costs included in gross profit were $0.8as a result of 30 bps of unfavorable foreign currency effects.
Segment operating expenses of $76.2 million in the first nine monthsquarter of 2016.

Segment operating expenses of $226.6 million in the first nine months of 20172018 compared to $187.2$75.4 million last year. The operating expense margin of 22.9% increased22.6% improved 110 bps from 21.8%23.7% last year primarily due to 190 bps of impactbenefits from acquisitions,sales volume leverage and RCI initiatives partially offset by sales volume leverage. Restructuring costs included in operating expenses were $0.1 million in the first nine months of 2016.

a 20 bps impact from unfavorable foreign currency effects.


As a result of these factors, segment operating earnings of $244.0$85.8 million in the first nine monthsquarter of 2017,2018, including $1.9$0.5 million of unfavorablefavorable foreign currency effects, increased $28.7$6.7 million from 20162017 levels. Operating margin for the Repair Systems & Information Group of 24.6%25.5% in the first nine monthsquarter of 2017 compared to 25.0%2018 improved 70 bps from 24.8% 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) March 31, 2018 April 1, 2017 Change
Financial services revenue $83.0
 100.0 % $76.8
 100.0 % $6.2
 8.1 %
Financial services expenses (26.1) (31.4)% (24.3) (31.6)% (1.8) (7.4)%
Segment operating earnings $56.9
 68.6 % $52.5
 68.4 % $4.4
 8.4 %
Financial services revenue of $79.0$83.0 million in the thirdfirst quarter of 20172018 increased $7.4$6.2 million, or 10.3%8.1%, from $71.6$76.8 million last year primarily due to $8.0$6.8 million of higher revenue as a result of growth of the company’s financial services portfolio, partially offset by $0.7$0.6 million of decreased revenue from lower average yields on finance and contract receivables. In the thirdfirst quarter, the average yield on finance receivables was 17.9%17.8% for 20172018 and 18.0% for 2016,2017, and the respective average yield on contract receivables was 9.2% and 9.4%9.3%. Originations of $271.8$247.3 million in the thirdfirst quarter of 2017 increased $2.02018 decreased $17.3 million, or 0.7%6.5%, from 20162017 levels.


40

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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$26.1 million in the thirdfirst quarter of 20172018 increased $2.0$1.8 million from $21.0$24.3 million last year primarily due to changes in both the size of the portfolio and in the provisions for credit losses. As a percentage of the average financial services portfolio, financial services expenses were 1.2%1.3% in both of the thirdfirst quarters of 20172018 and 2016.

2017.

Financial services operating earnings of $56.0$56.9 million in the thirdfirst quarter of 2017,2018, including $0.1$0.5 million of favorable foreign currency effects, increased $5.4$4.4 million, or 10.7%8.4%, from 20162017 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%   
  

 

 

     

 

 

     

 

 

   

Financial services revenue of $233.5 million in the first nine months of 2017 increased $26.3 million, or 12.7%, from $207.2 million last year primarily due to $27.2 million of higher revenue as a result of continued growth of the company’s financial services portfolio, partially offset by $0.6 million of decreased revenue from lower average yields on contract receivables. In the first nine months of 2017 and 2016, the average yield on finance receivables was 17.9% for both periods, and the respective average yield on contract receivables was 9.2% and 9.4%. Originations of $807.0 million in 2017 decreased $8.4 million, or 1.0%, from 2016 levels.

Financial services expenses of $70.4 million in the first nine months of 2017 increased $10.3 million from $60.1 million last year primarily due to changes in both the size of the portfolio and in the provisions for credit losses. As a percentage of the average financial services portfolio, financial services expenses were 3.7% and 3.6% in the respective first nine months of 2017 and 2016.

Financial services operating earnings of $163.1 million in the first nine months of 2017, including $0.7 million of unfavorable foreign currency effects, increased $16.0 million, or 10.9%, from 2016 levels.

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

Corporate

Snap-on’s third first quarter 20172018 general corporate expenses of $36.7$23.5 million increased $14.2$2.4 million from $22.5$21.1 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.

Snap-on’s general corporate expenses in the first nine months


41

Table of 2017 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,March 31, 2018, and April 1, 2017 and October 1, 2016,, 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)March 31, 2018 April 1, 2017 March 31, 2018 April 1, 2017
Net sales$935.5
 $887.1
 $
 $
Cost of goods sold(463.9) (438.8) 
 
Gross profit471.6
 448.3
 
 
Operating expenses(293.9) (278.1) 
 
Operating earnings before financial services177.7
 170.2
 
 
        
Financial services revenue
 
 83.0
 76.8
Financial services expenses
 
 (26.1) (24.3)
Operating earnings from financial services
 
 56.9
 52.5
        
Operating earnings177.7
 170.2
 56.9
 52.5
Interest expense(13.5) (12.6) (0.1) (0.1)
Intersegment interest income (expense) – net18.9
 17.5
 (18.9) (17.5)
Other income (expense) – net2.8
 (2.4) 
 
Earnings before income taxes and equity earnings185.9
 172.7
 37.9
 34.9
Income tax expense(47.8) (49.7) (9.8) (12.9)
Earnings before equity earnings138.1
 123.0
 28.1
 22.0
Financial services – net earnings attributable to Snap-on28.1
 22.0
 
 
Equity earnings, net of tax0.6
 0.1
 
 
Net earnings166.8
 145.1
 28.1
 22.0
Net earnings attributable to noncontrolling interests(3.8) (3.5) 
 
Net earnings attributable to Snap-on$163.0
 $141.6
 $28.1
 $22.0
*Snap-on with Financial Services on the equity method.






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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 nine months ended September 30, 2017, and October 1, 2016, 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.

 

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 SeptemberMarch 31, 2018, and December 30, 2017 and December 31, 2016,, 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)March 31, 2018
December 30, 2017
March 31, 2018
December 30, 2017
ASSETS       
Current assets:       
Cash and cash equivalents$97.4
 $91.8
 $0.1
 $0.2
Intersegment receivables28.3
 17.1
 
 
Trade and other accounts receivable – net679.9
 674.9
 0.9
 0.7
Finance receivables – net
 
 512.2
 505.4
Contract receivables – net6.8
 9.4
 85.2
 87.4
Inventories – net678.8
 638.8
 
 
Prepaid expenses and other assets113.8
 117.6
 0.9
 0.7
Total current assets1,605.0
 1,549.6
 599.3
 594.4
Property and equipment – net487.8
 482.4
 1.9
 2.0
Investment in Financial Services314.7
 317.4
 
 
Deferred income tax assets34.8
 25.2
 17.3
 26.8
Intersegment long-term notes receivable627.3
 583.7
 
 
Long-term finance receivables – net
 
 1,035.9
 1,039.2
Long-term contract receivables – net11.8
 13.2
 314.3
 309.4
Goodwill941.4
 924.1
 
 
Other intangibles – net251.7
 253.7
 
 
Other assets61.8
 63.1
 
 
Total assets$4,336.3
 $4,212.4
 $1,968.7
 $1,971.8
* Snap-on with Financial Services on the equity method.



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Table of Contents
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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)March 31, 2018
December 30, 2017
March 31, 2018
December 30, 2017
LIABILITIES AND EQUITY       
Current liabilities:       
Notes payable and current maturities of long-term debt$145.2
 $183.2
 $
 $250.0
Accounts payable188.0
 177.1
 0.2
 1.1
Intersegment payables
 
 28.3
 17.1
Accrued benefits53.8
 55.8
 
 
Accrued compensation60.9
 67.8
 1.5
 3.7
Franchisee deposits66.8
 66.5
 
 
Other accrued liabilities408.2
 366.0
 34.6
 29.7
Total current liabilities922.9
 916.4
 64.6
 301.6
Long-term debt and intersegment long-term
 
 1,573.6
 1,337.3
Deferred income tax liabilities31.7
 28.4
 
 
Retiree health care benefits35.2
 36.0
 
 
Pension liabilities146.6
 158.9
 
 
Other long-term liabilities97.6
 100.4
 15.8
 15.5
Total liabilities1,234.0
 1,240.1
 1,654.0
 1,654.4
Total shareholders’ equity attributable to Snap-on Inc.3,083.9
 2,953.9
 314.7
 317.4
Noncontrolling interests18.4
 18.4
 
 
Total equity3,102.3
 2,972.3
 314.7
 317.4
Total liabilities and equity$4,336.3
 $4,212.4
 $1,968.7
 $1,971.8
* Snap-on with Financial Services on the equity method.



44

Table of Contents
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. On February 20, 2018, the company issued $400 million (with net proceeds of $395.4 million) of unsecured 4.10% notes that mature on March 1, 2048 (the “2048 Notes”); the company used the proceeds from the offering of the 2048 Notes to repay, prior to maturity, $200 million of unsecured 6.70% notes that were scheduled to mature on March 1, 2019 (the “2019 Notes”), as well as to reduce outstanding commercial paper borrowings. In addition, on January 16, 2018, Snap-on repaid the $250 million of unsecured 4.25% notes (the "2018 Notes") upon maturity with the available cash and cash generated from issuance of commercial paper. 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 OctoberApril 13, 2017,2018, 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,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,March 31, 2018, working capital (current assets less current liabilities) of $923.1$1,216.8 million increased $28.6$290.8 million from $894.5$926.0 million as of December 31, 201630, 2017 (fiscal 20162017 year end) due toprimarily as a $261.9 millionresult of other net increasechanges in total current assets, partially offset by a $233.3 million increase in total current liabilities asworking capital discussed below.

The following represents the company’s working capital position as of SeptemberMarch 31, 2018, and December 30, 2017 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      
  

 

 

   

 

 

 

:

(Amounts in millions)March 31, 2018 December 30, 2017
Cash and cash equivalents$97.5
 $92.0
Trade and other accounts receivable – net680.8
 675.6
Finance receivables – net512.2
 505.4
Contract receivables – net92.0
 96.8
Inventories – net678.8
 638.8
Prepaid expenses and other assets107.1
 110.7
Total current assets2,168.4
 2,119.3
    
Notes payable and current maturities of long-term debt(145.2) (433.2)
Accounts payable(188.2) (178.2)
Other current liabilities(618.2) (581.9)
Total current liabilities(951.6) (1,193.3)
Total working capital$1,216.8
 $926.0
Cash and cash equivalents of $94.1$97.5 million as of September 30, 2017,March 31, 2018, increased $16.5$5.5 million from 20162017year-end levels primarily due to (i) $528.9$395.4 million of net proceeds from the February 20, 2018 issuance of $400 million of the 2048 Notes; (ii) $231.9 million of cash generated from operations, net of $10.0 million of discretionary cash contributions to the company's domestic pension plans; (iii) $189.1 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$11.5 million of cash proceeds from stock purchase and option plan exercises. These increases in cash and cash equivalents were partially offset by (i) the January 2018 repayment of $250 million of the 2018 Notes; (ii) the funding of $670.0$205.6 million of new finance receivables; (ii)(iii) the March 2018 repayment of $200 million of the 2019 Notes; (iv) dividend payments to shareholders of $46.5 million; (v) the repurchase of 1,348,000275,000 shares of the company’s common stock for $212.6$43.5 million; (iii) the January 2017 repayment of $150(vi) $37.9 million of long-termrepayments of notes at maturity (the “2017 Notes”); (iv) dividend payments to shareholderspayable and other

45

Table of $123.0 million; (v) the funding of $82.9 million for acquisitions; and (vi) the funding of $57.3 million of capital expenditures.

Contents

SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)



short-term borrowings; (vii) the funding of $18.0 million of capital expenditures; (viii) the $7.8 million loss on early extinguishment of debt; and (ix) the funding of $3.0 million for acquisitions.
Of the $94.1$97.5 million of cash and cash equivalents as of September 30, 2017, $76.7March 31, 2018, $73.9 million was held outside of the United States.Snap-on maintainsnon-U.S. funds in its foreign operations to:to (i) provide adequate working capital; (ii) satisfy various regulatory requirements; and/or (iii) take advantage of business expansion opportunities as they arise. The repatriation of cash from certain foreign subsidiaries could have adverse net tax consequences on the company shouldSnap-on be required to pay and record U.S. income taxes 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.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.

Trade and other accounts receivable – net of $675.2$680.8 million as of September 30, 2017,March 31, 2018, increased $76.4$5.2 million from 20162017year-end levels primarily due to higher sales, $22.2$8.1 million of foreign currency translation and $9.1$0.2 million of receivables related to the Norbar, BTC and TCS acquisitions.Fastorq acquisition. 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 67were 66 days at Septemberboth March 31, 2018, and December 30, 2017 and 63 days at December 31, 2016.

.

The current portions of net finance and contract receivables of $605.6$604.2 million as of September 30, 2017,March 31, 2018, compared to $560.6$602.2 million at 20162017 year end. The long-term portions of net finance and contract receivables of $1,329.0$1,362.0 million as of September 30, 2017,March 31, 2018, compared to $1,221.2$1,361.8 million at 20162017 year end. The combined $152.8$2.2 million increase in net current and long-term finance and contract receivables over 20162017year-end levels is primarily due to continued growth of the company’s financial services portfolio and $20.0$4.3 million of foreign currency translation.                

Inventories – net of $649.9$678.8 million as of September 30, 2017,March 31, 2018, increased $119.4$40.0 million from 20162017year-end levels primarily due to $20.9 million related to the adoption of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), continued support continuedfor higher customer demand and new product introductions, as well as from $24.1$9.5 million of foreign currency translation and $6.0$0.3 million of inventories related to the Norbar and TCS acquisitions.Fastorq acquisition. For additional information on ASU No. 2014-09 ("Topic 606"), see Note 2 to the Condensed Consolidated Financial Statements. 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 3.1 turns and 3.33.2 turns as of SeptemberMarch 31, 2018, and December 30, 2017 and December 31, 2016,, respectively. Inventories accounted for using thefirst-in,first-out (“FIFO”) method approximated 60% and 59%61% of total inventories as of SeptemberMarch 31, 2018, and December 30, 2017 and December 31, 2016,, respectively. All other inventories are accounted for using thelast-in,first-out (“LIFO”) method. The company’s LIFO reserve was $74.4$75.7 million and $73.2$75.1 million as of SeptemberMarch 31, 2018, and December 30, 2017 and December 31, 2016,, respectively.

Notes payable and current maturities of long-term debt of $453.4$145.2 million as of September 30, 2017,March 31, 2018, included $250 million of the 2018 Notes, $170$132 million of commercial paper borrowings and $33.4$13.2 million of other notes. As of 20162017 year end, notes payable and current maturities of long-term debt of $301.4$433.2 million included $150$250 million of the 20172018 Notes (that were repaid upon maturity in January 2017)2018), $130$151 million of commercial paper borrowings and $21.4$32.2 million of other notes. As of 20162017 year end, the 2019 Notes, which were redeemed and repaid in the first quarter of 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 20162017 year-end balance sheet date.

Accounts payable of $204.7$188.2 million as of September 30, 2017,March 31, 2018, increased $33.8$10.0 million from 20162017year-end levels primarily due to the timing of payments and $6.5$2.4 million of foreign currency translation.    

Other accrued liabilities of $366.0$435.2 million as of September 30, 2017,March 31, 2018, increased $58.1$47.1 million from 20162017year-end levels primarily due to $23.3 million related to the adoption of Topic 606, higher income tax accruals the $15.0 million legal charge and $10.3$4.2 million of foreign currency translation. For additional information on Topic 606, see Note 2 to the Condensed Consolidated Financial Statements.

SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

Long-term debt of $755.0$946.3 million as of September 30, March 31, 2018, consisted of (i) $250 million of unsecured 6.125% notes that mature in 2021; (ii) $300 million of unsecured 3.25% notes that mature in 2027; and (iii) $400 million of unsecured 4.10% notes that mature in 2048, offset by $3.7 million of fair value adjustments related to interest rate swaps, debt discounts and debt issuance costs. Long-term debt of $753.6 million as of 2017 year end consisted of (i) $200 million of unsecured 6.70% notes that mature in 2019;the 2019 Notes; (ii) $250 million of unsecured 6.125% notes that mature in 2021; (iii) $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 million of the 2018 Notes; (ii) $200 million of unsecured 6.70%3.25% notes that mature in 2019; (iii) $250 million of unsecured 6.125% notes that mature in 2021;2027; and (iv) $8.8$3.6 million of other long-term debt. As of 20162017 year end, the 20182019 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 20162017year-end balance sheet date; the 2027 Notes were issued in February 2017.date.


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Table of Contents
SNAP-ON INCORPORATED
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(continued)


Snap-on has a five-year, $700 million multi-currency revolving credit facility that terminates on December 15, 2020 (the “Credit Facility”); as of September 30, 2017,March 31, 2018, no amounts were outstanding under the Credit Facility. Borrowings under the Credit Facility bear interest at varying rates based onSnap-on’s then-current, long-term debt ratings. The Credit Facility’s financial covenant requires thatSnap-on maintain, as 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”); 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 to EBITDA Ratio”).Snap-on may, up to two times during any five-year period during the term of the Credit Facility (including any extensions thereof), increase the maximum Debt Ratio to 0.65 to 1.00 and/or increase the maximum Debt to EBITDA Ratio to 3.75 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,March 31, 2018, the company’s actual ratios of 0.260.24 and 1.16,1.04, 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 of September 30, 2017,March 31, 2018, 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, including the repayment of the 2018 Notes upon maturity.basis. 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 may take advantage of what it believes are favorable market 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$9.7 million to its foreign pension plans and $2.3$2.4 million to its domestic pension plans in 2017,2018, as required by law. In the first ninethree months of 2017,2018, Snap-on made $60.0$10.0 million of discretionary cash contributions to its domestic pension plans; depending on market and other conditions,Snap-on may make additional discretionary cash contributions to its pension plans in the balance of 2017.

2018.

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$231.9 million and $415.6$192.4 million in the first ninethree months of 20172018 and 2016,2017, respectively. The $0.6$39.5 million year-over-year decreaseincrease in net cash provided by operating activities primarily reflects an increase of $29.0 million from net changes in operating assets and liabilities partially offset byand $21.7 million of higher net earnings, andpartially offset by $14.9 million of cash proceeds from the settlement of a treasury lock.

SNAP-ON INCORPORATEDlock in 2017.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)


Investing Activities

Net cash used by investing activities of $282.4$37.1 million in the first ninethree months of 20172018 included additions to finance receivables of $670.0$205.6 million, partially offset by collections of $528.9$189.1 million. Net cash used by investing activities of $244.1$81.7 million in the first ninethree months of 20162017 included additions to finance receivables of $691.4$227.0 million, partially offset by collections of $501.7$173.8 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 approaching four years.

Net cash used by investing activities in the first ninethree months of 20172018 also included a total of $82.9$3.0 million (net of $1.8 million of cash acquired) for acquisitions. See Note 23 to the Consolidated Financial Statements for information on acquisitions.


47

Table of Contents
SNAP-ON INCORPORATED
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(continued)


Capital expenditures were $57.3$18.0 million and $56.6$18.6 million in the first ninethree months of 20172018 and 2016,2017, 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.

Financing Activities

Net cash used by financing activities of $119.5$190.5 million in the first ninethree months of 20172018 included the $150repayments of long-term debt of $250 million repayment of the 20172018 Notes at maturity, $200 million of the 2019 Notes and thea $7.8 million loss on early extinguishment of debt, as well as repayments of notes payable and other items discussed below.short-term borrowings of $37.9 million. These amounts were partially offset bySnap-on’s sale, on February 15, 2017,20, 2018, of $300$400 million of the 20272048 Notes at a discount, from whichSnap-on received $297.8$395.4 million of net proceeds, reflecting $1.9$3.5 million of transaction costs, and $51.0 million of net proceeds from notes payable and other short-term borrowings.costs. Net cash used by financing activities was $146.8$66.6 million in the first ninethree months of 2016.    

2017.    

Proceeds from stock purchase and option plan exercises totaled $36.2$11.5 million and $32.4$14.1 million in the respective first ninethree months of 20172018 and 2016.2017. Snap-on has undertaken stock repurchases from time to time to offset dilution created by shares issued for employee and franchisee stock purchase plans, and stock options as well as forand other corporate purposes. In the first ninethree months of 2017,2018, Snap-on repurchased 1,348,000275,000 shares of its common stock for $212.6$43.5 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 ninethree months of 2016,2017, Snap-on repurchased 492,000210,000 shares of its common stock for $76.4$35.8 million under its previously announced share repurchase programs. As of September 30, 2017,March 31, 2018, Snap-on had remaining availability to repurchase up to an additional $438.8$372.8 million in common stock pursuant to its Board of Directors’ (“Board”) 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 2017.2018.

Snap-on has paid consecutive quarterly cash dividends, without interruption or reduction, since 1939. Cash dividends totaled $123.0$46.5 million and $106.3$41.2 million in the first ninethree months of 20172018 and 2016,2017, respectively. On November 3, 2016,6, 2017, the Board increased the quarterly cash dividend by 16.4%15.5% to $0.71$0.82 per share ($2.843.28 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 2017.2018.    

SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)


Off-Balance Sheet Arrangements

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

March 31, 2018.

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, 2016,30, 2017, have not materially changed since that report was filed.

Outlook

Snap-on expects to make continued progress in 20172018 along 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 20172018 will be in a range of $80$90 million to $90$100 million, of which $57.3$18.0 million was expended in the first ninethree months.Snap-on also anticipates that its full year 20172018 effective income tax rate will be comparablein the range of 24% to 25%. This compares to its 20162017 full year rate.rate of 31.1%.



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 9 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 9 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,March 31, 2018, was $1.8$8.0 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 compensation expense that may result from suchmark-to-market changes. See Note 9 to the Condensed Consolidated Financial Statements for additional information on stock-based deferred compensation risk management.


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. 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.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.

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; for example, 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.March 31, 2018. 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,March 31, 2018, 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,March 31, 2018, 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)).


PART II. OTHER INFORMATION


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

Issuer Purchases of Equity Securities

The following chart discloses information regarding the shares ofSnap-on’s common stock repurchased by the company during the thirdfirst quarter of fiscal 2017,2018, all of which were purchased pursuant to the Board’s authorizations that the company has publicly announced.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 optionsequity 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

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*
12/31/17 to 01/27/18    $397.4 million
01/28/18 to 02/24/18 110,000 $159.75 110,000 $382.6 million
02/25/18 to 03/31/18 165,000 $157.19 165,000 $372.8 million
Total/Average 275,000 $158.22 275,000 N/A                
*

Subject to further adjustment pursuant to the 1996 Authorization described below, as of September 30, 2017, the approximate value of shares that may yet be purchased pursuant to the outstanding Board authorizations discussed below is $438.8 million.

N/A: Not applicable

* Subject to further adjustment pursuant to the 1996 Authorization described below, as of March 31, 2018, the approximate value of shares that may yet be

purchased pursuant to the outstanding Board authorizations discussed below is $372.8 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 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$182.25, $160.22 and $149.01$147.54 per share of common stock as of the end of the respective fiscal 20172018 months ended July 29, 2017, August 26, 2017,January 27, 2018, February 24, 2018, and September 30, 2017.

March 31, 2018.

On August 3,

In 2017, the Board authorized the repurchase of an aggregate of up to $500 million of the company’s common stock (“the 2017 Authorization”). The 2017 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 of Financial Condition and Results of Operations – Liquidity and Capital Resources” above.


Other Purchases or Sales of Equity Securities

The following chart discloses information regarding

In the first quarter of 2018, there were no transactions in shares ofSnap-on’s Snap-on's common stock by Citibank, N.A. (“Citibank”) during the third quarter of 2017 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 ofSnap-on Stock

                  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



Exhibit 10.1Item 6: Exhibits Snap-on Incorporated 2011 Incentive Stock and Awards Plan (As Amended and Restated) *
Exhibit 31.1 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2 
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.
Exhibit 101.INS XBRL Instance Document**
Exhibit 101.SCH XBRL Taxonomy Extension Schema Document**
Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document**
Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document**
Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document**
Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document**

*

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.


* 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 months ended March 31, 2018, and April 1, 2017; (ii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2018, and April 1, 2017; (iii) Condensed Consolidated Balance Sheets as of March 31, 2018, and December 30, 2017; (iv) Condensed Consolidated Statements of Equity for the three months ended March 31, 2018, and April 1, 2017; (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018, and April 1, 2017; and (vi) Notes to Condensed Consolidated Financial Statements.


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:OctoberApril 19, 20172018

  /s//s/ Aldo J. Pagliari

 

Aldo J. Pagliari, Principal Financial Officer,

 

Senior Vice President – Finance and

 

Chief Financial Officer

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