P R E C I S I O N ,
P E R F O R M A N C E
A N D P R I D E
2 0 16
a n n u a l
r e p o r t
N E T S A L E S & O P E R AT I N G M A R G I N
Net Sales in $ Billions
Operating Earnings before Financial Services
(as % of net sales)
$2.94 $3.06
$3.43
19.1%
$3.28 $3.35
17.7%
16.3%
15.1%
13.9%
D I V I D E N D S P E R S H A R E
Since 1939, paid without
interruption or reduction
$2.54
$2.20
$1.85
$1.58
$1.40
O P E R AT I N G S E G M E N T S
2016 Revenues by Segment
28%
Repair Systems &
Information Group
39%
Snap‑on
Tools Group
6%
Financial
Services
27%
Commercial &
Industrial Group
S N A P O N M A K E S
W O R K E A S I E R
F O R S E R I O U S
P R O F E S S I O N A L S
P E R F O R M I N G
C R I T I C A L T A S K S
O F C O N S E Q U E N C E
A R O U N D T H E W O R L D ,
p r o v i d i n g a b r o a d a r r a y o f
u n i q u e p r o d u c t i v i t y s o l u t i o n s
i n c l u d i n g t o o l s , e q u i p m e n t ,
d i a g n o s t i c s , r e p a i r i n f o r m a t i o n
a n d s y s t e m s s o l u t i o n s .
S N A P ‑ O N FA C T S
Founded in 1920
S&P 500 Company
Ser ves Professionals
in over 130 Countries
2016 Net Sales
of $3.43 Billion
12,100 Associates
NYSE: SNA
Ever-changing technologies, new materials
Snap-on associates (from left to right) Chairman and Chief Executive
and increasing complexity require professional
Officer Nick Pinchuk, Dave Manka (Snap-on Power Tools), Gary Stefanik
technicians to execute their critical tasks
(Snap-on Diagnostics), Maria Vieira (Snap-on Tools Group), Adam Brown
with greater precision. Snap-on provides the
(Snap-on Equipment), and Brian Austin (Snap-on Tools Group) review and
performance they need to accomplish this
discuss a variety of recently launched products that enable our customers
with pride.
to meet these demands.
2
T O O U R S N A P ‑ O N S H A R E H O L D E R S
P R E C I S I O N , P E R F O R M A N C E A N D P R I D E . E A C H
O F T H E S E T H R E E W O R D S D E S C R I B E S S N A P ‑ O N .
We’re rooted in the critical and we provide solutions that
enable our customers to move the world forward with some
of the most exceptional applications requiring significant
precision. Snap-on demonstrates performance, not only by
equipping our customers with what they need to address
today’s increasing complexities, but also by exhibiting growth
and strong financial returns for our shareholders and other
constituencies. Finally, Snap-on is pride, declaring the dignity
of the work performed by serious professionals...everyday
people who do extraordinary things. They know what they
do is special and they take pride in it.
For over 95 years, our principle value-creating mechanism
has been to observe work and translate the insights gained
to create tools and solutions that make that work easier.
Opportunities to leverage this value proposition, both within
and beyond automotive repair, are embodied in our ‘runways
for growth’: enhance the franchise network, expand with repair
shop owners and managers, extend in critical industries and
build in emerging markets.
At the same time, our pursuit of these objectives is guided
by our commitment to our Snap-on Value Creation Processes,
a suite of principles we use every day in the areas of safety,
quality, customer connection, innovation and rapid continuous
improvement (RCI). Clear progress along these ‘runways
for improvement’ was again achieved in 2016.
Our commitment to non-negotiable workplace safety was
demonstrated with nearly 80% of our locations recording no
lost-time incidents and an overall safety incident rate that was
93% lower than in 2004. In the 2016 Frost & Sullivan survey,
automotive technicians again rated Snap-on as the preferred
brand by significant margins in several primary product
categories, which speaks to the delivery of the extraordinary
quality that our customers have come to expect. We also
received recognition for a number of our new products with
awards from both MOTOR Magazine and Professional Tool &
Equipment News, illustrating our success in connecting with
customers and translating that insight into winning innovation.
Finally, since formalizing our RCI framework in 2005, this
powerful tool has become ingrained in the Snap-on culture
and, along with volume leverage and other factors, has helped
to deliver an improvement in operating margin before financial
services from 6.5% in 2005 to 19.1% in 2016.
3
P R E C I S I O N
Executing their critical tasks with greater
precision and accuracy is increasingly more
important for today’s professional repair
technicians across industries. Snap-on’s
innovation efforts have yielded a stream of new
products that address this trend. The pistol
grip aviation air drill and microstops (1) enable
aviation technicians to drill precise holes when
working on critical and expensive components.
The ControlTech™ aluminum electronic torque
wrench (2) allows torquing in less time,
with less fatigue and with more accuracy and
control. On the automotive front, the new
MODIS™ Edge (3) diagnostic platform includes
features such as SureTrack® expert information
and guided component tests to eliminate
guesswork, and the diagnostic thermal imager
(4) employs infrared technology to provide
precise and detailed thermal images to detect
trouble spots all around the vehicle.
4
Our results for 2016 were encouraging and again demonstrated our progress in providing repeatability and reliability to a wide range of professional customers performing critical tasks in workplaces of consequence around the world. They also illustrated our ability to overcome the headwinds we faced in a variety of places during the year. Net sales of $3.43 billion increased 2.3%, reflecting a $96.2 million, or 2.9%, organic sales gain (a non-GAAP financial measure that excludes acquisition-related sales and the impact of foreign currency translation) and $32.9 million of acquisition-related sales, partially offset by $51.5 million of unfavorable foreign currency translation. The continued strengthening of the U.S. dollar adversely impacted our sales growth for the year by 160 basis points. With respect to our end markets, we saw continued strength in the automotive repair sector, and headwinds in certain industrial end markets that were most pronounced in the first half of the year. On the profitability front, operating margin before financial services of 19.1% improved 140 basis points from 17.7% a year ago, primarily reflecting both higher sales and savings from RCI initiatives. Operating earnings from financial services increased 16.7% principally due to the growth of our financial services portfolio. Net earnings of $546.4 million increased 14.1% year over year, and diluted earnings per share reached $9.20.In our Commercial & Industrial Group (C&I), we serve a broad range of industrial and commercial customers, including professionals in critical industries and emerging markets, primarily through direct and distributor channels. Segment net sales of $1.15 billion decreased 1.3%, reflecting $20.6 million of unfavorable foreign currency translation partially offset by $4.2 million of acquisition-related sales and a $1.1 million organic sales gain. The organic sales gain primarily included higher sales in our European-based hand tools business and in our Asia/Pacific and power tools operations, largely offset by lower sales to customers in critical industries, principally in the international aerospace and natural resources market segments, which exhibited meaningful market weakness in the year. Operating margin of 14.6% was consistent with the prior year. The operating environment for C&I, which has our greatest international exposure and includes businesses that serve critical industries, was best characterized as mixed in 2016. Lower sales to customers in critical industries reflected the challenges of some turbulent industrial sectors, such as oil and gas, as well as difficult environments in certain geographies. We were encouraged that some of the headwinds attenuated later in the year and we believe the long-term opportunities in critical industries continue to be 1243 P E R F O R M A N C E
An excellent example of the power of our
Snap-on Value Creation Processes is the
use of customer connection to enhance the
performance of and generate new excitement
around product categories that have been
in existence for decades, if not longer. The
Bahco® ERGO™ Superior handsaw (1), a new
version of a product that has been in the Bahco
portfolio for generations, combines a handle
designed for improved cutting comfort with
high precision toothing that cuts smoother and
straighter without compromising cutting speed.
Updated design and manufacturing processes
have been applied to another legacy product,
the adjustable wrench (2), to yield improved
performance, durability and appearance.
Our next-generation ratcheting combination
wrenches (3) enable the transfer of more power
in a thinner, smaller-diameter wrench head,
aiding access to and removal of the most
stubborn fasteners in the tighter spaces of
today’s vehicle engine compartments. The
PWZ5 pliers wrench (4), the latest and largest
in this product series, provides better overall
performance and significantly less slippage
than traditional pipe wrenches, making it ideal
for a multitude of applications in oil and gas.
75
attractive. As such, we remain committed to strengthening our position and capturing new business as conditions further improve. This was evident with our launch of many innovative new products that fortify our ability to make work easier outside the automotive garage in a range of industrial settings. Sales in our Asia/Pacific operations were also up for the year and, despite uneven landscapes in the region, our view of its long-term potential remains strong and we continue to invest. In the fourth quarter, our European-based hand tools business realized its 13th consecutive quarter of sales growth despite the economic variation experienced in that region. Ongoing progress in this business is owed in part to the strength of its primary brand, Bahco®, which celebrated its 130th anniversary in 2016 and is identified with strong capabilities in product innovation, ergonomics and design. In November 2016, we acquired Sturtevant Richmont, a manufacturer and distributor of mechanical and electronic torque wrenches as well as wireless torque error proofing systems for a variety of industrial applications. Sturtevant Richmont enhances and expands our capabilities in providing solutions that address torque requirements, which are increasingly essential to critical mechanical performance for our customers.In the Snap‑on Tools Group, our franchised mobile van network primarily serving vehicle repair technicians, segment net sales of $1.63 billion increased 4.2%, reflecting an $86.4 million, or 5.6%, organic sales gain partially offset by $21.2 million of unfavorable foreign currency translation. The organic sales increase includes higher sales in both the U.S. and international franchise operations. Operating margin of 17.2% increased 90 basis points year over year. In 2016, we received more external recognition that a Snap-on Tools franchise provides significant opportunities for entrepreneurs to build a successful and sustainable business. In its ranking of the top 500 franchises, Entrepreneur Magazine ranked Snap-on 22nd and again first among mobile tool franchises. In addition, Franchise Business Review ranked Snap-on 23rd in its ‘Best of the Best: Top 200 Franchises,’ based on franchisee satisfaction. Evidence of the growing strength and ongoing positive trajectory across the network can also be found in our franchisee metrics, important financial and physical indicators such as sales levels, profitability, equity and tenure. It was also on display through the optimism and confidence exhibited by our franchisees throughout the year, including at the annual Snap-on Franchisee Conference, which had record attendance of more than 8,700, including franchisees and their families representing over 3,000 van routes. 1243 P R I D E
The Snap-on® brand conveys a badge of
professionalism, delivering confidence to those
performing work of consequence where second
best is not an option. Bill Smith, who runs a
shop in Dallas, Texas, stands in front of his
Snap-on tool storage box. “Yeah, I do take pride
in it. It’s all Snap-on when I’m working...so
people know who I am and what I work with.”
66
Also critical to the success of our franchise business model is the ability to provide innovative new tools to address continually changing tasks and make work easier for technicians. Another fine example of a next-generation product introduced in 2016 was a new line of heavy-duty diagonal cutters. Utilizing sophisticated cold forging technology, our engineers redesigned these cutters for better overall strength, for substantially increased cutting performance and for longer life. Customer connection efforts showed a need for pliers with improved versatility, durability and comfort, and our team delivered. Over the past several years, we have leveraged our engineering and manufacturing know-how to introduce products of second-to-none quality. At the same time, we’ve made significant investments in these capabilities, including capital projects, technology, training and talent. These initiatives have supported the ongoing flow of innovative new products as well as enabled our manufacturing facilities to meet the meaningful growth in demand within their existing footprint.In the Repair Systems & Information Group (RS&I), which serves owners and managers of independent and OEM dealership service and repair shops, segment net sales of $1.18 billion increased 6.0%, reflecting a $52.1 million, or 4.7%, organic sales gain and $28.7 million of acquisition-related sales, partially offset by $14.1 million of unfavorable foreign currency translation. The organic sales increase reflected higher sales of diagnostic and repair information products to independent repair shop owners and managers and gains in both undercar equipment and with OEM dealerships. Operating margin improved 60 basis points to 25.2%.Sales growth across RS&I demonstrates the Group’s response to broader developments in vehicle repair, such as increasing complexity, more automatic control and greater needs for data, with innovative new products that support our customers’ requirements for both precision and data insight. MODISTM Edge, our latest diagnostic platform, is a combination scan tool and oscilloscope, delivering features specifically designed to save technicians significant time. With a five second boot-up, automatic vehicle recognition and access to our exclusive SureTrack® Real Fixes and verified parts replacement records, this platform helps ensure that our customers can repair vehicles right the first time... critical for shop workflow and reputation. We also expanded our offering with the introduction of a diagnostic thermal imager, a new application of technology and the result of defined runways for coherent growth and the ongoing improvements
authored by our Snap-on Value Creation Processes. Snap-on’s
dividend is a core component of our capital allocation strategy,
as demonstrated by our payment of consecutive quarterly cash
dividends, without interruption or reduction, since 1939.
We were pleased to welcome David C. Adams, chairman and chief
executive officer of Curtiss-Wright Corporation to our Board of
Directors in June 2016. David’s extensive experience in a wide range
of industrial markets will be a significant asset to Snap-on and we
look forward to him being a valuable member of our team.
Moving into 2017, our belief that Snap-on is well-positioned for
the future is stronger than ever. While there will always be
tailwinds and headwinds in the macro environment, the long-term
opportunities for us to enable serious professionals in moving the
“ W E R E M A I N DE D I CAT E D T O A T I M E L E S S P R I NC I P L E ,
R E S P E C T F O R T H E D I G N I T Y O F WO R K , A N D I N S O
DOING, SNAP‑ ON WI LL CONTINUE TO BE A NAM E OUR
C U S T O M E R S W E A R W I T H P R I D E .”
world forward remain compelling. Trends such as aging vehicle
parcs, changing technologies and increasing complexity necessitate
a greater level of precision in the tasks our customers undertake and
Snap-on can provide it. We expect to generate positive performance
through both our Snap-on Value Creation Processes and our strategic
runways for growth. Finally, in all we do, we remain dedicated to a
timeless principle, respect for the dignity of work, and in so doing,
Snap-on will continue to be a name our customers wear with pride.
In closing, I thank our franchisees and associates around the world
for their contributions and dedication, our Board of Directors for their
support and counsel, and our customers and shareholders for their
confidence and commitment.
Nicholas T. Pinchuk
Chairman and Chief Executive Officer
777
insights gained from customer connection. Specifically designed for vehicle repair, this new unit provides a detailed image that reveals the surface temperature of an object and incorporates reference thermal images for a variety of components throughout vehicle systems. Another exciting new product launch in 2016 was the John Bean® V3300 diagnostic wheel alignment system, a next generation unit that provides faster readings, real-time data and a significant reduction in cycle time, all helping high-volume shops handle the increasing need for precision alignment in today’s new vehicles. In October 2016, we acquired Car-O-Liner, a leading global provider of collision repair equipment and information, and truck alignment systems. Based in Gothenburg, Sweden, Car-O-Liner’s product offering and special expertise bring greater capabilities in collision repair and strengthen Snap-on’s position in the heavy-duty segment.Given trends in the collision repair space, including the need for greater precision, the requirement to accommodate new materials and the higher emphasis on shop efficiency, we believe this acquisition will further our progress in expanding with repair shop owners and managers.Financial Services revenue of $281.4 million and originations of $1.08 billion were up 17.1% and 8.3%, respectively. Operating earnings of $198.7 million increased 16.7% and the growth in our financial services portfolio continued to be accompanied by healthy portfolio performance. Aimed at supporting essential big ticket purchases by technicians and shops as well as our franchisees’ investments in their businesses, our Financial Services operation has a decades-long track record of providing financing to these particular constituencies in a variety of economic environments. In November 2016, our Board of Directors raised Snap-on’s quarterly cash dividend 16.4% to $0.71 per share. This is the seventh consecutive year with a dividend increase, reinforcing our commitment to create long-term value for our shareholders. At the same time, it underscores both the continued progress along our W H O W E A R E : O U R M I S S I O N
THE MOST VALUED PRODUCTIVITY SOLUTIONS IN THE WORLD
BELIEFS
VALUES
VISION
We deeply believe in:
Our behaviors
To be acknowledged
Non-negotiable Product
and Workplace Safety
Uncompromising Quality
define our success :
as the:
We demonstrate Integrity.
Brands of Choice
We tell the Truth.
Passionate Customer Care
We respect the Individual.
Fearless Innovation
We promote Teamwork.
Rapid Continuous Improvement
We Listen.
S N A P ‑ O N V A L U E C R E A T I O N
Employer of Choice
Franchisor of Choice
Business Partner of Choice
Investment of Choice
PRINCIPLES AND PROCESSE S WE APPLY TO CREATE VALUE
Founded on our mission and beliefs, these are strategic processes we use daily to create value
across Snap-on, with the strategic partners we embrace and in the acquisitions we make.
SAFETY
Our commitment to safety is unwavering. Since 2004, we have achieved a 93% reduction in
our safety incident rate and we will continue our emphasis on safety as we move forward.
QUALITY
The serious professionals who use our productivity solutions demand superior quality.
For over 95 years, Snap-on has been providing just that. Again in 2016, automotive
technicians continued to rate Snap-on as the best brand in major product categories.
CUSTOMER
CONNECTION
Through our legions of mobile stores, direct sales forces and distributors across the globe,
we make thousands of daily contacts with professionals in their workplaces. Each of these
contacts represents an opportunity to understand in depth our customers’ wants and needs,
which we believe provides Snap-on with an important strategic advantage.
INNOVATION
We thrive on innovation. Our customer connection processes help us understand the
needs of our customers, and our innovation practices and processes translate these
insights into productivity solutions that make work easier for professionals.
RAPID
CONTINUOUS
IMPROVEMENT
We apply a structured set of tools and processes to eliminate waste and improve
our operations. RCI has been critical to our operating income improvements
and will continue to be an important ingredient in our progress going forward.
8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FORM 10-K
For the fiscal year ended December 31, 2016, or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-7724
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation)
39-0622040
(I.R.S. Employer Identification No.)
2801 80th Street, Kenosha, Wisconsin
(Address of principal executive offices)
53143
(Zip code)
(262) 656-5200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common stock, $1.00 par value
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes
No
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 Website, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-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
r
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in a definitive proxy or information statement incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
The aggregate market value of voting and non-voting common equity held by non-affiliates (excludes 503,411 shares held by directors and executive
officers) computed by reference to the price ($158.00) at which common equity was last sold as of the last business day of the registrant’s most recently
completed second fiscal quarter (July 2, 2016) was $9.1 billion.
The number of shares of Common Stock ($1.00 par value) of the registrant outstanding as of February 3, 2017, was 57,970,318 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K incorporates by reference certain information that will be set forth in Snap-on’s Proxy Statement, which is
expected to first be mailed to shareholders on or about March 10, 2017, prepared for the Annual Meeting of Shareholders scheduled for April 27, 2017.
TABLE OF CONTENTS
Page
PART I
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
PART II
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
PART III
Item 10
Item 11
Item 12
Item 13
Item 14
PART IV
Item 15
Item 16
Business................................................................................................................................4
Risk Factors ........................................................................................................................12
Unresolved Staff Comments ...............................................................................................19
Properties ............................................................................................................................19
Legal Proceedings...............................................................................................................21
Mine Safety Disclosures......................................................................................................21
Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities...............................................................................21
Selected Financial Data ......................................................................................................25
Management’s Discussion and Analysis of Financial Condition and
Results of Operations.........................................................................................................26
Quantitative and Qualitative Disclosures About Market Risk..............................................55
Financial Statements and Supplementary Data..................................................................57
Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure ...........................................................................................................57
Controls and Procedures ....................................................................................................57
Other Information ................................................................................................................59
Directors, Executive Officers and Corporate Governance..................................................59
Executive Compensation ....................................................................................................60
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters .............................................................................................60
Certain Relationships and Related Transactions, and Director Independence ..................61
Principal Accounting Fees and Services.............................................................................61
Exhibits, Financial Statement Schedules............................................................................61
Form 10-K Summary...........................................................................................................61
Signatures ...................................................................................................................................................112
Exhibit Index................................................................................................................................................114
Computation of Ratio of Earnings to Fixed Charges...................................................................................117
Consent of Independent Registered Public Accounting Firm .....................................................................118
Certifications................................................................................................................................................119
2
SNAP-ON INCORPORATED
PART I
Safe Harbor
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 reference Snap-on
Incorporated (“Snap-on” or “the company”) or its management; (iii) are specifically identified as forward-looking; or (iv)
describe Snap-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 this Annual Report
on Form 10-K, particularly those in “Item 1A: Risk Factors,” 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.
r
These risks and uncertainties include, without limitation, uncertainties related to estimates, statements, assumptions and
projections generally, and the timing and progress with which Snap-on can attain value through its Snap-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 line set-
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 to Snap-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, planned facility closures or other labor interruptions, the effects of external negative factors, including adverse
developments in world financial markets, weakness in certain areas of the global economy (including as a result of the
United Kingdom’s vote to exit the European Union), and significant changes in the current competitive environment, inflation,
interest rates and other monetary and market fluctuations, changes in tax rates and regulations, and the impact of energy
and raw material supply and pricing, including steel and gasoline, the amount, rate and growth of Snap-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 of non-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, and other world or local events outside Snap-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.
r
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.
Fiscal Year
Snap-on’s fiscal year ends on the Saturday that is on or nearest to December 31. Unless otherwise indicated, references
in this document to “fiscal 2016” or “2016” refer to the fiscal year ended December 31, 2016; references to “fiscal 2015” or
“2015” refer to the fiscal year ended January 2, 2016; and references to “fiscal 2014” or “2014” refer to the fiscal year ended
January 3, 2015. Snap-on’s 2016 and 2015 fiscal years each contained 52 weeks of operating results; Snap-on’s 2014
fiscal year contained 53 weeks of operating results. References in this document to 2016, 2015 and 2014 year end refer
to December 31, 2016, January 2, 2016, and January 3, 2015, respectively.
f
2016 ANNUAL REPORT
3
Item 1: Business
Snap-on was incorporated under the laws of the state of Wisconsin in 1920 and reincorporated under the laws of the state
of Delaware in 1930. Snap-on is a leading global innovator, manufacturer and marketer of tools, equipment, diagnostics,
repair information and systems solutions for professional users performing critical tasks. Products and services include
hand and power tools, tool storage, diagnostics software, information and management systems, shop equipment and other
solutions for vehicle dealerships and repair centers, as well as for customers in industries, including aviation and aerospace,
agriculture, construction, government and military, mining, natural resources, power generation and technical education.
Snap-on also derives income from various financing programs designed to facilitate the sales of its products and support
its franchise business.
Snap-on markets its products and brands worldwide through multiple sales distribution channels in more than 130 countries.
Snap-on’s largest geographic markets include the United States, Europe, Canada and Asia/Pacific. Snap-on reaches its
customers through the company’s franchisee, company-direct, distributor and internet channels. Snap-on originated the
mobile tool distribution channel in the automotive repair market.
The company began with the development of the original Snap-on interchangeable socket set in 1920 and subsequently
pioneered mobile tool distribution in the automotive repair market, where fully stocked vans sell to professional vehicle
technicians at their place of business. Today, Snap-on defines its value proposition more broadly, extending its reach
“beyond the garage” to deliver a broad array of unique solutions that make work easier for serious professionals performing
critical tasks. The company’s “coherent growth” strategy focuses on developing and expanding its professional customer
base in its legacy automotive market, as well as in adjacent markets, additional geographies and other areas, including in
critical industries, where the cost and penalties for failure can be high. In addition to its coherent growth strategy, Snap-on
is committed to its “Value Creation Processes” – a set of strategic principles and processes designed to create value and
employed in the areas of (i) safety; (ii) quality; (iii) customer connection; (iv) innovation; and (v) rapid continuous
improvement (“RCI”). 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 from Snap-on’s RCI initiatives reflect
nts, including savings generated from
benefits from a wide variety of ongoing efficiency, productivity and process improveme
product design cost reductions, improved manufacturing line set-up and change-over practices, lower-cost sourcing
initiatives and facility consolidations.
ff
Snap-on’s primary customer segments include: (i) commercial and industrial customers, including professionals in critical
industries and emerging markets; (ii) professional vehicle repair technicians who purchase products through the company’s
worldwide mobile tool distribution network; and (iii) other professional customers related to vehicle repair, including owners
and managers of independent and original equipment manufacturer (“OEM”) dealership service and repair shops (“OEM
dealerships”). Snap-on’s Financial Services customer segment includes: (i) franchisees’ customers and certain other
customers of Snap-on who require financing for the purchase or lease of tools and diagnostics and equipment products on
an extended-term payment plan; and (ii) franchisees who require financing for business loans and vehicle leases.
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) the Snap-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. The Snap-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 dealerships, through direct and distributor channels. Financial Services
consists of the business operations of Snap-on Credit LLC (“SOC”), the company’s financial services business in the United
States, and Snap-on’s other financial services subsidiaries in those international markets where Snap-on has franchise
operations. See Note 18 to the Consolidated Financial Statements for information on business segments and foreign
operations.
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4
SNAP-ON INCORPORATED
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 reasonable mark-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 at Snap-on’s consolidated financial results.
Recent Acquisitions
On November 16, 2016, Snap-on acquired Ryeson Corporation (d/b/a Sturtevant Richmont) for a preliminary cash purchase
price of $12.9 million (or $12.5 million, net of cash acquired). The preliminary purchase price is subject to change based
upon the finalization of a working capital adjustment that is expected to be completed in the first quarter of 2017. Sturtevant
Richmont, based in Carol Stream, Illinois, designs, manufactures and distributes mechanical and electronic torque
wrenches as well as wireless torque error proofing systems for a variety of industrial applications. The acquisition of
Sturtevant Richmont enhanced and expanded Snap-on’s capabilities in providing solutions that address torque
requirements, which are increasingly essential to critical mechanical performance. 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.
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On October 31, 2016, Snap-on acquired Car-O-Liner Holding AB (“Car-O-Liner”) for a preliminary cash purchase price of
$151.8 million (or $147.9 million, net of cash acquired). The preliminary purchase price is subject to change based upon
the finalization of a working capital adjustment that is expected to be completed in the first quarter of 2017. Car-O-Liner,
headquartered in Gothenburg, Sweden, designs and manufactures collision repair equipment, and information and truck
alignment systems. The acquisition of Car-O-Liner complemented and increased Snap-on’s existing equipment and repair
and service information product offerings, broadened its established capabilities in serving vehicle repair facilities and
further expanded the company’s presence with repair shop owners and managers. For segment reporting purposes,
substantially all of Car-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.
On July 27, 2015, Snap-on acquired the assets of Ecotechnics S.p.A. (“Ecotechnics”) for a cash purchase price of $11.8
million. Ecotechnics designs and manufactures vehicle air conditioning service equipment for OEM dealerships and the
automotive aftermarket worldwide. The acquisition of the Ecotechnics product line complemented and increased Snap-on’s
existing equipment product offering for OEM dealerships and independent automotive repair shops, broadened its
established capabilities in serving vehicle repair facilities, and expanded the company’s presence with repair shop owners
and managers.
On May 28, 2014, Snap-on acquired substantially all of the assets of Pro-Cut International, Inc. (“Pro-Cut”) for a cash
purchase price of $41.3 million. Pro-Cut designs, manufactures and distributes on-car brake lathes, related equipment and
accessories used in brake servicing by automotive repair facilities. The acquisition of the Pro-Cut product line complemented
and increased Snap-on’s existing undercar equipment product offering, broadened its established capabilities in serving
vehicle repair facilities and expanded the company’s presence with repair shop owners and managers.
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For segment reporting purposes, the results of operations and assets of Ecotechnics and Pro-Cut have been included in
the Repair Systems & Information Group since the respective acquisition dates.
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 to Snap-on’s results of operations or financial position.
2016 ANNUAL REPORT
5
Information Available on the Company’s Website
Additional information regarding Snap-on and its products is available on the company’s website at www.snapon.com.
Snap-on is not including the information contained on its website as a part of, or incorporating it by reference into, this
Annual Report on Form 10-K. Snap-on’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Proxy Statements
on Schedule 14A and Current Reports on Form 8-K, as well as any amendments to those reports, are made available to
the public at no charge, other than an investor’s own internet access charges, through the Investor Information section of
the company’s website at www.snapon.com. Snap-on makes such material available on its website as soon as reasonably
practicable after it electronically files such material with, or furnishes it to, the Securities and Exchange Commission (“SEC”
).
Copies of any materials the company files with the SEC can also be obtained free of charge through the SEC’s website at
www.sec.gov. The SEC’s Public Reference Room can be contacted at 100 F Street, N.E., Washington, D.C. 20549, or by
calling 1-800-732-0330. In addition, Snap-on’s (i) charters for the Audit, Corporate Governance and Nominating, and
Organization and Executive Compensation Committees of the company’s Board of Directors; (ii) Corporate Governance
Guidelines; and (iii) Code of Business Conduct and Ethics are available on the company’s website. Snap-on will also post
any amendments to these documents, or information about any waivers granted to directors or executive officers with
respect to the Code of Business Conduct and Ethics, on the company’s website at www.snapon.com.
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Products and Services
Tools, Diagnostics and Repair Information, and Equipment
Snap-on offers a broad line of products and complementary services that are grouped into three product categories: (i)
tools; (ii) diagnostics and repair information; and (iii) equipment. Further product line information is not presented as it is
not practicable to do so. The following table shows the consolidated net sales of these product categories for the last three
years:
(Amounts in millions)
Product Category:
Tools
Diagnostics and repair information
Equipment
2016
$ 1,899.2
748.2
783.0
$ 3,430.4
Net Sales
2015
$ 1,910.1
689.6
753.1
$ 3,352.8
2014
$ 1,868.5
689.5
719.7
$ 3,277.7
The tools product category includes hand tools, power tools and tool storage products. Hand tools include wrenches,
sockets, ratchet wrenches, pliers, screwdrivers, punches and chisels, saws and cutting tools, pruning tools, torque
measuring instruments and other similar products. Power tools include cordless (battery), pneumatic (air), hydraulic and
corded (electric) tools, such as impact wrenches, ratchets, screwdrivers, drills, sanders, grinders and similar products. Tool
storage includes tool chests, roll cabinets and other similar products. For many industrial customers, Snap-on creates
specific, engineered solutions, including facility-level tool control and asset management hardware and software, custom
kits in a wide range of configurations, and custom-built tools designed to meet customer requirements. The majority of
products are manufactured by Snap-on and, in completing the product offering, other items are purchased from external
manufacturers.
The diagnostics and repair information 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, 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 diagnosis and service of vehicles and industrial equipment.
Products include wheel alignment equipment, wheel balancers, tire changers, vehicle lifts, test lane systems, collision repair
equipment, vehicle air conditioning service equipment, brake service equipment, fluid exchange equipment, transmission
troubleshooting equipment, safety testing equipment, battery chargers and hoists.
6
SNAP-ON INCORPORATED
Snap-on supports the sale of its diagnostics and vehicle service shop equipment by offering training programs as well as
after-sales support for its customers, primarily focusing on the technologies and the application of specific products
developed and marketed by Snap-on.
Products are marketed under a number of brand names and trademarks, many of which are well known in the vehicle
service and industrial markets served. Some of the major trade names and trademarks and the products and services with
which they are associated include the following:
Names
Snap-on
ATI
BAHCO
Blackhawk
Blue-Point
Cartec
Products and Services
Hand tools, power tools, tool storage products (including tool control software and hardware),
diagnostics, certain equipment and related accessories, mobile tool stores, websites, electronic
parts catalogs, warranty analytics solutions, business management systems and services, OEM
specialty tools and equipment development and distribution, and OEM facilitation services
Aircraft hand tools and machine tools
Saw blades, cutting tools, pruning tools, hand tools, power tools and tool storage
Collision repair equipment
Hand tools, power tools, tool storage, diagnostics, certain equipment and related accessories
Safety testing, brake testers, test lane equipment, dynamometers, suspension testers, emission
testers and other equipment
Car-O-Liner
Collision repair equipment, and information and truck alignment systems
CDI
Torque tools
Challenger Vehicle lifts
Ecotechnics Vehicle air conditioning service equipment
Fish and Hook
Saw blades, cutting tools, pruning tools, hand tools, power tools and tool storage
Hofmann
Irimo
John Bean
Josam
Lindström
Mitchell1
Nexiq
Pro-Cut
Sandflex
ShopKey
Sioux
Wheel balancers, vehicle lifts, tire changers, wheel aligners, brake testers and test lane equipment
Saw blades, cutting tools, hand tools, power tools and tool storage
Wheel balancers, vehicle lifts, tire changers, wheel aligners, brake testers and test lane equipment
Heavy duty alignment and collision repair solutions
Hand tools
Repair and service information, shop management systems and business services
Diagnostic tools, information and program distributions for fleet and heavy duty equipment
On-car brake lathes, related equipment and accessories
Hacksaw blades, bandsaws, saw blades, hole saws and reciprocating saw blades
Repair and service information, shop management systems and business services
Power tools
Sturtevant Richmont
Torque tools
Sun
TruckCam
Williams
Diagnostic tools, wheel balancers, vehicle lifts, tire changers, wheel aligners, air conditioning
products and emission testers
Commercial OEM factory solutions
Hand tools, tool storage, certain equipment and related accessories
2016 ANNUAL REPORT
7
Financial Services
Snap-on also generates revenue from various financing programs that include: (i) installment sales and lease contracts
arising from franchisees’ customers and certain other customers of Snap-on who require financing for the purchase or lease
of tools and diagnostic and equipment products on an extended-term payment plan; and (ii) business loans and vehicle
leases to franchisees. The decision to finance through Snap-on or another financing source is solely at the customer’s
election. When assessing customers for potential financing, Snap-on considers various factors regarding ability to pay,
including the customers’ financial condition, debt-servicing ability, past payment experience, and credit bureau and
proprietary Snap-on credit model information, as well as the value of the underlying collateral.
Snap-on offers financing through SOC and the company’s international finance subsidiaries in those markets where
Snap-on has franchise operations. Financing revenue from contract originations is recognized over the life of the underlying
contracts, with interest computed primarily on the average daily balances of the underlying contracts.
Sales and Distribution
Snap-on markets and distributes its products and related services principally to professional tool and equipment users
around the world. The two largest market sectors are the vehicle service and repair sector and the industrial sector.
Vehicle Service and Repair Sector
The vehicle service and repair sector has three main customer groups: (i) professional technicians who purchase tools and
diagnostic and equipment products for use in their work; (ii) other professional customers related to vehicle repair, including
owners and managers of independent repair shops and OEM dealerships who purchase tools and diagnostic and equipment
products for use by multiple technicians within a service or repair facility; and (iii) OEMs.
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Snap-on provides innovative tool, equipment and business solutions, as well as technical sales support and training,
designed to meet technicians’ evolving needs. Snap-on’s mobile tool distribution system offers technicians the convenience
of purchasing quality tools at their place of business with minimal disruption of their work routine. Snap-on also provides
owners and managers of repair shops, where technicians work, with tools, diagnostic equipment, and repair and service
information, including electronic parts catalogs and shop management products. Snap-on’s OEM facilitation business
provides OEMs with products and services including tools, consulting and facilitation services, which include product
procurement, distribution and administrative support to customers for their dealership equipment programs.
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The vehicle service and repair sector is characterized by an increasing rate of technological change within motor vehicles,
vehicle population growth and increasing vehicle life, and the resulting effects of these changes on the businesses of both
our suppliers and customers. Snap-on believes it is a meaningful participant in the vehicle service and repair market sector.
Industrial Sector
Snap-on markets its products and services globally to a broad cross-section of commercial and industrial customers,
including maintenance and repair operations; manufacturing and assembly facilities; various government agencies, facilities
and operations, including military operations; vocational and technical schools; aviation and aerospace operations; oil and
gas developers; mining operations; energy and power generation; equipment fabricators and operators; railroad
manufacturing and maintenance; customers in agriculture; infrastructure construction companies; and other customers that
require instrumentation, service tools and/or equipment for their product and business needs.
The industrial sector for Snap-on focuses on providing value-added products and services to an increasingly expanding
global base of customers in critical industries. Through its experienced and dispersed sales organization, industrial
“solutioneers” develop unique and highly valued productivity solutions for customers worldwide that leverage Snap-on’s
product, service and development capabilities.
The industrial sector is characterized by a highly competitive, cost-conscious environment, and a trend toward customers
making many of their tool and equipment purchases through one integrated supplier. Industrial customers increasingly
require specialized solutions that provide repeatability and reliability in performing tasks of consequence that are specific to
the particular end market in which they operate. Snap-on believes it is a meaningful participant in the industrial tools and
equipment market sector.
8
SNAP-ON INCORPORATED
Distribution Channels
Snap-on serves customers primarily through the following channels of distribution: (i) the mobile van channel; (ii) company
direct sales; (iii) distributors; and (iv) e-commerce. The following discussion summarizes Snap-on’s general approach for
each channel, and is not intended to be all-inclusive.
Mobile Van Channel
In the United States, a significant portion of sales to the vehicle service and repair sector is conducted through Snap-on’s
mobile franchise van channel. Snap-on’s franchisees primarily serve vehicle repair technicians and vehicle service shop
owners, generally providing weekly contact at the customer’s place of business. Franchisees’ sales are concentrated in
hand and power tools, tool storage products, shop equipment, and diagnostic and repair information products, which can
easily be transported in a van or trailer and demonstrated during a brief sales call. Franchisees purchase Snap-on’s products
at a discount from suggested list prices and resell them at prices established by the franchisee. U.S. franchisees are
provided a list of calls that serves as the basis of the franchisee’s sales route. Snap-on’s franchisees also have the
opportunity to add a limited number of additional franchises.
Snap-on charges nominal initial and ongoing monthly franchise fees. Franchise fee revenue, including nominal, non-
refundable initial and ongoing monthly fees (primarily for sales and business training, and marketing and product promotion
programs), is recognized as the fees are earned. Franchise fee revenue totaled $13.9 million, $12.7 million and $12.1
million in fiscal 2016, 2015 and 2014, respectively.
Snap-on also has a company-owned route program that is designed to: (i) provide another pool of potential field organization
personnel; (ii) service customers in select new and/or open routes not currently serviced by franchisees; and (iii) allow
Snap-on to pilot new sales and promotional ideas prior to introducing them to franchisees. As of 2016 year end, company-
owned routes comprised less than 3% of the total route population; Snap-on may elect to increase or reduce the number of
company-owned routes in the future.
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In addition to its mobile van channel in the United States, Snap-on has replicated its U.S. franchise distribution model in
certain other countries including the United Kingdom, Canada, Japan, Australia, Germany, Netherlands, South Africa, New
Zealand, Belgium and Ireland. In many of these markets, as in the United Stat
es, purchase decisions are generally made
or influenced by professional vehicle service technicians as well as repair shop owners and managers. As of 2016 year
end, Snap-on’s worldwide route count was approximately 4,900, including approximately 3,500 routes in the United States.
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Through SOC, financing is available to U.S. franchisees, including financing for van leases, working capital loans and loans
to help enable new franchisees to fund the purchase of the franchise. In many international markets, Snap-on offers a
variety of financing options to its franchisees and/or customer networks through its international finance subsidiaries. The
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decision to finance through Snap-on or another financing source is solely at the customer’s election.
Snap-on supports its franchisees with a field organization of regional offices, franchise performance teams, customer care
centers and distribution centers. Snap-on also provides sales and business training, and marketing and product promotion
programs, as well as customer and franchisee financing programs through SOC and the company’s international finance
subsidiaries, all of which are designed to strengthen franchisee sales. National Franchise Advisory Councils in the United
States, the United Kingdom, Canada and Australia, composed primarily of franchisees that are elected by franchisees,
assist Snap-on in identifying and implementing enhancements to the franchise program.
Company Direct Sales
A significant proportion of shop equipment sales in North America under the John Bean, Hofmann, Blackhawk, Car-O-Liner,
Challenger and Pro-Cut brands, diagnostic products under the Snap-on brand and information products under the Mitchell1
brand are made by direct and independent sales forces that have responsibility for national and other accounts. As the
vehicle service and repair sector consolidates (with more business conducted by national chains and franchised service
centers), Snap-on believes these larger organizations can be serviced most effectively by sales people who can
demonstrate and sell the full line of diagnostic and equipment products and services. Snap-on also sells these products
and services directly to OEMs and their franchised dealers.
2016 ANNUAL REPORT
9
Snap-on brand tools and equipment are marketed to industrial and governmental customers worldwide through both
industrial sales associates and independent distributors. Selling activities focus on industrial customers whose main
purchase criteria are quality and integrated solutions. As of 2016 year end, Snap-on had i
ndustrial sales associates and
independent distributors primarily in the United States and in various European, Latin American, Middle Eastern, Asian and
African countries, with the United States representing the majority of Snap-on’s total industrial sales.
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Snap-on also sells software, services and solutions to the automotive, commercial, heavy duty, agriculture, power
equipment and power sports segments. Products and services are marketed to targeted groups, including OEMs and their
dealerships, fleets and individual repair shops. To effectively reach OEMs, which frequently have a multi-national presence,
Snap-on has deployed focused business teams globally.
Distributors
Sales of certain tools and equipment are made through independent distributors who purchase the items from Snap-on and
resell them to end users. Hand tools sold under the BAHCO, Fish and Hook, Irimo, Lindström, CDI, ATI, Sioux, Sturtevant
Richmont and Williams brands and trade names, for example, are sold through distributors in Europe, North and South
America, Asia and certain other parts of the world. Wheel service and other vehicle service equipment are sold through
distributors primarily under brands including Hofmann, John Bean, Car-O-Liner, Challenger, Pro-Cut, Cartec, Blackhawk
and Ecotechnics. Diagnostic and equipment products are marketed through distributors in South America and Asia, and
through both a direct sales force and distributors in Europe under the Snap-on, Sun and Blue-Point brands.
E-commerce
Snap-on offers current and prospective customers online access to research and purchase products through its public
website at www.snapon.com. The site features an online catalog of Snap-on hand tools, power tools, tool storage units
and diagnostic equipment available to customers in the United States, the United Kingdom, Canada and Australia.
E-commerce and certain other system enhancement initiatives are designed to improve productivity and further leverage
the one-on-one relationships and service Snap-on has with its current and prospective customers. Sales through the
company’s e-commerce distribution channel were not significant in any of the last three years.
Competition
Snap-on competes on the basis of its product quality and performance, product line breadt
h and depth, service, brand
awareness and imagery, technological innovation and availability of financing (through SOC or its international finance
subsidiaries). While Snap-on does not believe that any single company competes with it across all of its product lines and
distribution channels, various companies compete in one or more product categories and/or distribution channels.
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repair
Snap-on believes it is a leading manufacturer and distributor of professional tools, tool storage, diagnostic and equipment
products, and repair software and solutions, offering a broad line of these products to both vehicle service and industrial
marketplaces. Various competitors target and sell to professional technicians in the vehicle service and repair sector through
the mobile tool distribution channel. Snap-on also competes with companies that sell tools and equipment to vehicle service
and
tool supply
warehouses/distributorships. Within the power tools category and the industrial sector, Snap-on has various other
competitors, including companies with offerings that overlap with other areas discussed herein. Major competitors selling
diagnostics, shop equipment and information to vehicle dealerships and independent repair shops include OEMs and their
proprietary electronic parts catalogs and diagnostics and information systems, and other companies that offer products
serving this sector.
retail stores, vehicle parts supply outlets and
technicians online and through
Raw Materials and Purchased Product
Snap-on’s supply of raw materials and purchased components are generally and readily available from numerous suppliers.
Snap-on believes it has secured an ample supply of both bar and coil steel for the near future to ensure stable supply to
meet material demands. The company does not currently anticipate experiencing any significant impact in 2017 from steel
pricing or availability issues.
10
SNAP-ON INCORPORATED
Patents, Trademarks and Other Intellectual Property
Snap-on vigorously pursues and relies on patent protection to protect its intellectual property and position in its markets. As
of 2016 year end, Snap-on and its subsidiaries held approximately 700 active and pending patents in the United States and
approximately 1,600 active and pending patents outside of the United States. Sales relating to any single patent did not
represent a material portion of Snap-on’s revenues in any of the last three years.
Examples of products that have features or designs that benefit from patent protection include wheel alignment systems,
wheel balancers, tire changers, vehicle lifts, tool storage, tool control, collision measurement, test lanes, brake lathes,
sealed ratchets, electronic torque instruments, ratcheting screwdrivers, emissions-sensing devices and diagnostic
equipment.
Much of the technology used in the manufacture of vehicle service tools and equipment is in the public domain. Snap-on
relies primarily on trade secret protection to protect proprietary processes used in manufacturing. Methods and processes
are patented when appropriate. Copyright protection is also utilized when appropriate.
Trademarks used by Snap-on are of continuing importance to Snap-on in the marketplace. Trademarks have been
registered in the United States and many other countries, and additional applications for trademark registrations are
pending. Snap-on vigorously polices proper use of its trademarks. Snap-on’s right to manufacture and sell certain products
is dependent upon licenses from others; however, these products under license do not represent a material portion of
Snap-on’s net sales.
Domain names have become a valuable corporate asset for companies around the world, including Snap-on. Domain
names often contain a trademark or service mark or even a corporate name and are often considered intellectual property.
The recognition and value of the Snap-on name, trademark and domain name are core strengths of the company.
Snap-on strategically licenses the Snap-on brand to carefully selected manufacturing and distribution companies for items
such as apparel, work boots, lighting and a variety of other goods, in order to further build brand awareness and market
presence for the company’s strongest brand.
Environmental
Snap-on is subject to various environmental laws, ordinances, regulations, and other requirements of government
authorities in the United States and other nations. At Snap-on, these environmental liabilities are managed through the
Snap-on Environmental, Health and Safety Management System (“EH & SMS”), which is applied worldwide. The system
is based upon continual improvement and is certified to ISO 14001:2004 and OHSAS 18001:2007, verified through Det
Norske Veritas (DNV) Certification, Inc.
Snap-on believes that it complies with applicable environmental control requirements in its operations. Expenditures on
environmental matters through EH & SMS have not had, and Snap-on does not for the foreseeable future expect them to
have, a material effect upon Snap-on’s capital expenditures, earnings or competitive position.
Employees
Snap-on employed approximately 12,100 people at the end of January 2017; Snap-on employed approximately 11,500
people at the end of January 2016. The year-over-year increase in employees primarily reflects the Car-O-Liner and
Sturtevant Richmont acquisitions.
Approximately 2,800 employees, or 23% of Snap-on’s worldwide workforce, are represented by unions and/or covered
under collective bargaining agreements. The number of covered union employees whose contracts expire over the next
five years approximates 2,100 employees in 2017, 500 employees in 2018, and 200 employees in 2019; there are no
contracts currently scheduled to expire in 2020 or 2021. In recent years, Snap-on has not experienced any significant work
slowdowns, stoppages or other labor disruptions.
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2016 ANNUAL REPORT
11
There can be no assurance that these and other future contracts with Snap-on’s unions will be renegotiated upon terms
acceptable to Snap-on.
Working Capital
Most of Snap-on’s businesses are not seasonal and their inventory needs are relatively constant. Snap-on did not have a
significant backlog of orders at 2016 year end. In recent years, Snap-on has been using its working capital to fund, in part,
the continued growth of the company’s financial services portfolio and the acquisitions discussed above.
Snap-on’s liquidity and capital resources and use of working capital are discussed herein in “Part II, Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations.”
As of 2016 year end, neither Snap-on nor any of its segments depend on any single customer, small group of customers or
government for any material part of its revenues.
Item 1A: Risk Factors
In evaluating the company, careful consideration should be given to the following risk factors, in addition to the other
information included in this Annual Report on Form 10-K, including the Consolidated Financial Statements and the related
notes. Each of these risk factors could adversely affect the company’s business, operating results, cash flows and/or
financial condition, as well as adversely affect the value of an investment in the company’s common stock.
Economic conditions and world events could affect our operating results.
We, our franchisees and our customers, may be adversely affected by changing economic conditions, including conditions
that may particularly impact specific regions. These conditions may result in reduced consumer and investor confidence,
instability in the credit and financial markets, volatile corporate profits, and reduced business and consumer spending. We,
our franchisees and our customers, and the economy as a whole, also may be affected by future world or local events
outside our control, such as acts of terrorism, developments in the war on terrorism, conflicts in international situations and
natural disasters, as well as government-related developments or issues. These factors may affect our results of operations
by reducing our sales, margins and/or net earnings as a result of a slowdown in customer orders or order cancellations,
impact the availability of raw materials and/or the supply chain, and could potentially lead to future impairment of our
intangible assets. In addition, political and social turmoil related to international conflicts and terrorist acts may put pressure
on economic conditions abroad. Unstable political, social and economic conditions may make it difficult for our franchisees,
customers, suppliers and us to accurately forecast and plan future business activities. If such conditions persist, our
business, financial condition, results of operations and cash flows could be negatively affected.
In June 2016, the United Kingdom voted in a referendum to exit the European Union (“Brexit”), which resulted in significant
currency exchange rate fluctuations and volatility beginning late in the second quarter of
fiscal 2016. Subject to
parliamentary approval, the British government is expected to commence negotiations to determine the terms of Brexit.
Given the lack of comparable precedent, the implications of Brexit, or how such implications might affect Snap-on, are
unclear at this time. Brexit could, among other impacts, disrupt trade and the movement of goods, services and people
between the United Kingdom and the European Union or other countries as well as create legal and global economic
uncertainty. These and other potential implications could adversely affect our business and results of operations.
Raw material and energy price fluctuations and shortages (including steel and various fuel sources) could adversely affect
the ability to obtain needed manufacturing materials and could adversely affect our results of operations.
The principal raw material used in the manufacture of our products is steel, which we purchase in competitive, price-
sensitive markets. To meet Snap-on’s high quality standards, our steel needs range from specialized alloys, which are
available only from a limited group of approved suppliers, to commodity types of alloys. These raw materials have historically
exhibited price and demand cyclicality. Some of these materials have been, and in the future may be, in short supply,
particularly in the event of mill shutdowns or production cut backs. As some steel alloys require specialized manufacturing
procedures, we could experience inventory shortages if we were required to use an alternative manufacturer on short notice.
Additionally, unexpected price increases for raw materials could result in higher prices to our customers or an erosion of
the margins on our products.
12
SNAP-ON INCORPORATED
We believe our ability to sell our products is also dependent on the number of vehicles on the road, the number of miles
driven and the general aging of vehicles. These factors affect the frequency, type and amount of service and repair
performed on vehicles by technicians, and therefore affect the demand for the number of technicians, the prosperity of
technicians and, consequently, the demand technicians have for our tools, other products and services, and the value
technicians place on those products and services. The use of other methods of transportation, including more frequent use
of public transportation, could result in a decrease in the use of privately operated vehicles. A decrease in the use of
privately operated vehicles may lead to fewer repairs and less demand for our products.
We use various energy sources to transport, produce and distribute products, and some of our products have components
that are petroleum based. Petroleum and energy prices have periodically increased significantly over short periods of time;
future volatility and changes may be caused by market fluctuations, supply and demand, currency fluctuations, production
and transportation disruptions, world events and changes in governmental programs. Energy price increases raise both our
operating costs and the costs of our materials, and we may not be able to increase our prices enough to offset these costs.
Higher prices also may reduce the level of future customer orders and our profitability.
The performance of Snap-on’s mobile tool distribution business depends on the success of its franchisees.
Approximately 44% of our consolidated net revenues in 2016 were generated by the Snap-on Tools Group, which consists
of Snap-on’s business operations primarily serving vehicle service and repair technicians through the company’s worldwide
mobile tool distribution channel. Snap-on’s success is dependent on its relationships with franchisees, individually and
collectively, as they are the primary sales and service link between the company and vehicle service and repair technicians,
who are an important class of end users for Snap-on’s products and services. If our franchisees are not successful, or if we
do not maintain an effective relationship with our franchisees, the delivery of products, the collection of receivables and/or
our relationship with end users could be adversely affected and thereby negatively impact our business, financial condition,
results of operations and cash flows.
In addition, if we are unable to maintain effective relationships with franchisees, Snap-on or the franchisees may choose to
terminate the relationship, which may result in (i) open routes, in which end-user customers are not provided reliable service;
(ii) litigation resulting from termination; (iii) reduced collections or increased write-offs of franchisee receivables owed to
Snap-on; and/or (iv) reduced collections or increased write-offs of finance and contract receivables.
Exposure to credit risks of customers and resellers may make it difficult to collect receivables and could adversely affect
operating results and financial condition.
t
The size of our financial services portfolio has increased significantly in recent years. A decline in industry and/or economic
conditions could have the potential to weaken the financial position of some of our customers. If circumstances surrounding
our customers’ ability to repay their credit obligations were to deteriorate and result in the write-down or write-off of such
receivables, it would negatively affect our operating results for the period in which they occur and, if large, could have a
material adverse effect on our business, financial condition, results of operations and cash flows.
Our inability to provide acceptable financing alternatives to end-user customers and franchisees could adversely impact our
operating results.
An integral component of our business and profitability is our ability to offer competitive financing alternatives to end-user
customers and franchisees. The lack of our ability to offer such alternatives or obtain capital resources or other financing to
support our receivables on terms that we believe are attractive, whether resulting from the state of the financial markets,
our own operating performance, or other factors, would negatively affect our operating results and financial condition.
Adverse fluctuations in interest rates and/or our ability to provide competitive financing programs could also have an adverse
impact on our revenue and profitability.
New, stricter and/or changed legislation and regulations may affect our business, reputation, results of operations and
financial condition.
Increased legislative and regulatory activity and compliance burdens, including those associated with sales to our
government, military and defense contractor customers, as well as a more stringent manner in which they are applied, could
significantly impact our business and the economy as a whole.
2016 ANNUAL REPORT
13
Financial services businesses of all kinds are subject to increasing regulation and enforcement. In addition to potentially
increasing the costs of doing business due to compliance obligations, new laws and regulations, or changes to existing laws
and regulations, as well as the enforcement thereof, may affect the relationships between creditors and debtors, inhibit the
rights of creditors to collect amounts owed to them, expand liability for certain actions or inactions, or limit the types of
financial products or services offered, any or all of which could have a material adverse effect on our financial condition,
results of operations and cash flows. Failure to comply with any of these laws or regulations could also result in civil, criminal,
monetary and/or non-monetary penalties, damage to our reputation, and/or the incurrence of remediation costs.
These developments, and other potential future legislation and regulations, as well as the increasingly strict regulatory
environment, including the growing international regulation of privacy rights, may also adversely affect the customers to
which, and the markets into which, we sell our products, and increase our costs and otherwise negatively affect our
business, reputation, results of operations and financial condition, including in ways that cannot yet be foreseen.
rr
Failure to achieve expected investment returns on pension plan assets, as well as changes in interest rates or plan
demographics, could adversely impact our results of operations, financial condition and cash flows.
Snap-on sponsors various defined benefit pension plans (the “pension plans”). The assets of the pension plans are
diversified in an attempt to mitigate the risk of a large loss. Required funding for the company’s domestic defined benefit
pension plans is determined in accordance with guidelines set forth in the federal Employee Retirement Income Security
Act (“ERISA”); foreign defined benefit pension plans are funded in accordance with local statutes or practice. Additional
contributions to enhance the funded status of the pension plans can be made at the company’s discretion. However, there
can be no assurance that the value of the pension plan assets, or the investment returns on those plan assets, will be
In addition, during periods of adverse investment market
sufficient to meet the future benefit obligations of such plans.
conditions and declining interest rates, the company may be required to make additional cash contributions to the pension
plans that could reduce our financial flexibility. Changes in plan demographics, including an increase in the number of
retirements or changes in life expectancy assumptions, may also increase the costs and funding requirements of the
obligations related to the company’s pension plans.
r
Our pension plan obligations are affected by changes in market interest rates. Significant fluctuations in market interest
rates have added, and may further add, volatility to our pension plan obligations. In periods of declining market interest
rates, our pension plan obligations generally increase; in periods of increasing market interest rates, our pension plan
obligations generally decrease. While our plan assets are broadly diversified, there are inherent market risks associated
with investments; if adverse market conditions occur, our plan assets could incur significant or material losses. Since we
may need to make additional contributions to address changes in obligations and/or a loss in plan assets, the combination
of declining market interest rates, past or future plan asset investment losses, and/or changes in plan demographics could
adversely impact our results of operations, financial condition and cash flows.
The company’s pension plan expense is comprised of the following factors: (i) service cost; (ii) interest on projected benefit
obligations; (iii) expected return on plan assets; (iv) the amortization of prior service costs and credits; (v) effects of actuarial
gains and losses; and (vi) settlement/curtailment costs, when applicable. The accounting for pensions involves the
estimation of a number of factors that are highly uncertain. Certain factors, such as the interest on projected benefit
obligations and the expected return on plan assets, are impacted by changes in market interest rates and the value of plan
assets. A significant decrease in market interest rates and a decrease in the fair value of plan assets would increase net
pension expense and may adversely affect the company’s future results of operations. See Note 11 to the Consolidated
Financial Statements for further information on the company’s pension plans.
Adverse developments in the credit and financial markets could negatively impact the availability of credit that we and our
customers need to operate our businesses.
ii
We depend upon the availability of credit to operate our business, including the financing of receivables from end-user
customers that are originated by our financial services businesses. Our end-user customers, franchisees and suppliers also
require access to credit for their businesses. At times in recent years, world financial markets have been unstable and
subject to uncertainty. Adverse developments in the credit and financial markets, or unfavorable changes in Snap-on’s
credit rating, could negatively impact the availability of future financing and the terms on which it might be available to
Snap-on, its end-user customers, franchisees and suppliers. Inability to access credit or capital markets, or a deterioration
in the terms on which financing might be available, could have an adverse impact on our business, financial condition,
results of operations and cash flows.
14
SNAP-ON INCORPORATED
Increasing our financial leverage could affect our operations and profitability.
The maximum available credit under our multi-currency revolving credit facility is $700 million. The company’s leverage
ratio may affect both our availability of additional capital resources as well as our operations in several ways, including:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
The terms on which credit may be available to us could be less attractive, both in the economic terms of the credit
and the covenants stipulated by the credit terms;
The possible lack of availability of additional credit or access to the commercial paper market;
The potential for higher levels of interest expense to service or maintain our outstanding debt;
The possibility of additional borrowings in the future to repay our indebtedness when it comes due; and
The possible diversion of capital resources from other uses.
While we believe we will have the ability to service our debt and obtain additional resources in the future if and when needed,
that will depend upon our results of operations and financial position at the time, the then-current state of the credit and
financial markets, and other factors that may be beyond our control. Therefore, we cannot give assurances that credit will
be available on terms that we consider attractive, or at all, if and when necessary or beneficial to us.
Data security and information technology infrastructure and security are critical to supporting business objectives; failure of
our systems to operate effectively could adversely affect our business and reputation.
rr
We depend heavily on information technology infrastructure to achieve our business objectives and to protect sensitive
information, and continually invest in improving such systems. Problems that impair or compromise this infrastructure,
including due to natural disasters, power outages, major network failures, security breaches or malicious attacks, or during
system upgrades and/or new system implementations, could impede our ability to record or process orders, manufacture
and ship in a timely manner, account for and collect receivables, protect sensitive data of the company, our customers, our
suppliers and business partners, or otherwise carry on business in the normal cour
se. Any such events, if significant, could
cause us to lose customers and/or revenue and could require us to incur significant expense to remediate, including as a
result of legal or regulatory claims or proceedings, and could also damage our reputation. While we have taken steps to
maintain adequate data security and address these risks and uncertainties by implementing security technologies, internal
controls, network and data center resiliency, and redundancy and recovery processes, as well as by securing insurance,
these measures may be inadequate.
r
In association with initiatives to better integrate business units, rationalize operating footprint and improve responsiveness
to franchisees and customers, Snap-on is continually replacing and enhancing its global Enterprise Resource Planning
(ERP) management information systems. As we integrate, implement and deploy new information technology processes
and enhance our common information infrastructure across our global operations, we could experience disruptions in our
business that could have an adverse effect on our business, financial condition, results of operations and cash flows.
Failure to maintain effective distribution of products and services could adversely impact revenue, gross margin and
profitability.
We use a variety of distribution methods to sell our products and services. Successfully managing the interaction of our
distribution efforts to reach various potential customer segments for our products and services is a complex process.
Moreover, since each distribution method has distinct risks, costs and gross margins, our failure to implement the most
advantageous balance in the delivery model for our products and services could adversely affect our revenue and gross
margins and therefore our profitability.
Risks associated with the disruption of manufacturing operations could adversely affect profitability or competitive position.
t
We manufacture a significant portion of the products we sell. Any prolonged disruption in the operations of our existing
manufacturing facilities, whether due to technical or labor difficulties, facility consolidation or closure actions, lack of raw
material or component availability, destruction of or damage to any facility (as a result of natural disasters, use and storage
of hazardous materials or other events), or other reasons, could have a material adverse effect on our business, financial
condition, results of operations and cash flows.
f
2016 ANNUAL REPORT
15
The inability to continue to introduce new products that respond to customer needs and achieve market acceptance could
result in lower revenues and reduced profitability.
Sales from new products represent a significant portion of our net sales and are expected to continue to represent a
significant component of our future net sales. We may not be able to compete effectively unless we continue to enhance
existing products or introduce new products to the marketplace in a timely manner. Product improvements and new product
introductions require significant financial and other resources, including significant planning, design, development, and
testing at the technological, product and manufacturing process levels. Our competitors’ new products may beat our
products to market, be more effective with more features, be less expensive than our products, and/or render our products
obsolete. Any new products that we develop may not receive market acceptance or otherwise generate any meaningful net
sales or profits for us relative to our expectations based on, among other things, existing and anticipated investments in
manufacturing capacity and commitments to fund advertising, marketing, promotional programs and research and
development.
r
The global tool, equipment, and diagnostics and repair information industries are competitive.
r
We face strong competition in all of our market segments. Price competition in our various industries is intense and pricing
pressures from competitors and customers are increasing. In general, as a manufacturer and marketer of premium products
and services, the expectations of Snap-on’s customers and its franchisees are high and continue to increase. Any inability
to maintain customer satisfaction could diminish Snap-on’s premium image and reputation and could result in a lessening
of our ability to command premium pricing. We expect that the level of competition will remain high in the future, which could
limit our ability to maintain or increase market share or profitability.
f
Product liability claims and litigation could affect our business, reputation, financial condition, results of operations and cash
flows.
The products that we design and/or manufacture, and/or the services we provide, can lead to product liability claims or other
legal claims being filed against us. To the extent that plaintiffs are successful in showing that a defect in a product’s desi
gn,
ff
manufacture or warnings led to personal injury or property damage, or that our provision of services resulted in similar injury
or damage, we may be subject to claims for damages. Although we are insured for damages above a certain amount, we
bear the costs and expenses associated with defending claims, including frivolous lawsuits, and are responsible for
damages up to the insurance retention amount. In addition to claims concerning individual products, as a manufacturer,
we can be subject to costs, potential negative publicity and lawsuits related to product recalls, which could adversely impact
our results of operations and damage our reputation.
Legal disputes could adversely affect our business, reputation, financial condition, results of operations and cash flows.
From time to time we are subject to legal disputes that are being litigated and/or settled in the ordinary course of business.
Disputes or future lawsuits could result in the diversion of management’s time and attention
away from business operations.
Additionally, negative developments with respect to legal disputes and the costs incurred in defending ourselves could have
an adverse impact on the company and its reputation. Adverse outcomes or settlements could also require us to pay
damages, potentially in excess of amounts reserved, or incur liability for other remedies that could have a material adverse
effect on our business, reputation, financial condition, results of operations and cash flows.
f
Failure to adequately protect intellectual property could adversely affect our business.
Intellectual property rights are an important and integral component of our business. We attempt to protect our intellectual
property rights through a combination of patent, trademark, copyright and trade secret laws, as well as licensing agreements
and third-party nondisclosure and assignment agreements. Adverse determinations in a judicial or administrative
proceeding could prevent us from manufacturing and selling our products or prevent us from stopping others from
manufacturing and selling competing products. Failure to obtain or maintain adequate protection of our intellectual property
rights for any reason could have a material adverse effect on our business.
16
SNAP-ON INCORPORATED
Foreign operations are subject to political, economic, currency exchange and other risks that could adversely affect our
business, financial condition, results of operations and cash flows.
Approximately 30% of our revenues in 2016 were generated outside of the United States. Future growth rates and success
of our business depends in large part on continued growth in our non-U.S. operations, including growth in emerging markets
and critical industries. Numerous risks and uncertainties affect our non-U.S. operations. These risks and uncertainties
include political, economic and social instability, such as acts of war, civil disturbance or acts of terrorism, local labor
conditions, changes in government policies and regulations, including imposition or increases in withholding and other taxes
on remittances and other payments by international subsidiaries, as well as the exposure to liabilities under anti-corruption
laws in various countries, such as the U.S. Foreign Corrupt Practices Act, currency volatility, transportation delays or
interruptions, sovereign debt uncertainties and difficulties in enforcement of contract and intellectual property rights, as we
ll
as natural disasters. Should the economic environment in our non-U.S. markets deteriorate from current levels, our results
of operations and financial position could be materially impacted, including as a result of the effects of potential impairment
write-downs of goodwill and/or other intangible assets related to these businesses.
r
ff
The reporting currency for Snap-on’s consolidated financial statements is the U.S. dollar. Certain of the company’s assets,
liabilities, expenses and revenues are denominated in currencies other than the U.S. dollar. In preparing Snap-on’s
Consolidated Financial Statements, those assets, liabilities, expenses and revenues are translated into U.S. dollars at
applicable exchange rates. Increases or decreases in exchange rates between the U.S. dollar and other currencies affect
the U.S. dollar value of those items, as reflected in the Consolidated Financial Statements. Substantial fluctuations in the
value of the U.S. dollar could have a significant impact on the company’s financial condition and results of operations.
We are also affected by changes in inflation rates and interest rates. Additionally, cash generated in non-U.S. jurisdictions
may be difficult to repatriate to the United States in a tax-efficient manner. Our foreign operations are also subject to other
risks and challenges, such as the need to staff and manage diverse workforces, respond to the needs of multiple national
and international marketplaces, and differing business climates and cultures in various countries.
We may not successfully integrate businesses we acquire, which could have an adverse impact on our business, financial
condition, results of operations and cash flows.
The pursuit of growth through acquisitions, including participation in joint ventures, involves significant risks that could have
a material adverse effect on our business, financial condition, results of operations and cash flows. These risks include:
Loss of the acquired businesses’ customers;
Inability to integrate successfully the acquired businesses’ operations;
Inability to coordinate management and integrate and retain employees of the acquired businesses;
(cid:120)
(cid:120)
(cid:120)
(cid:120) Unforeseen or contingent liabilities of the acquired businesses;
(cid:120)
(cid:120) Difficulties in implementing and maintaining consistent standards, controls, procedures, policies and information
Large write-offs or write-downs, or the impairment of goodwill or other intangible assets;
systems;
Failure to realize anticipated synergies, economies of scale or other anticipated benefits, or to maintain operating
margins;
Strain on our personnel, systems and resources, and diversion of attention from other priorities;
Incurrence of additional debt and related interest expense; and
The dilutive effect in the event of the issuance of additional equity securities.
(cid:120)
(cid:120)
(cid:120)
(cid:120)
The recognition of impairment charges on goodwill or other intangible assets would adversely impact our future financial
condition and results of operations.
We have a substantial amount of goodwill and purchased intangible assets, almost all of which are booked in the
Commercial & Industrial Group and in the Repair Systems & Information Group. We are required to perform impairment
tests on our goodwill and other intangibles annually or at any time when events occur that could impact the value of our
business segments. Our determination of whether impairment has occurred is based on a comparison of each of our
reporting units’ fair market value with its carrying value. Significant and unanticipated changes in circumstances, such as
significant and long-term adverse changes in business climate, adverse actions by regulators, unanticipated competition,
the loss of key customers, and/or changes in technology or markets, could require a provision for impairment in a future
period that could substantially impact our reported earnings and reduce our consolidated net worth and shareholders’ equity.
2016 ANNUAL REPORT
17
Should the economic environment in these markets deteriorate, our results of operations and financial position could be
materially impacted, including as a result of the effects of potential impairment write-downs of goodwill and/or other
f
intangible assets related to these businesses.
Our operations expose us to the risk of environmental liabilities, costs, litigation and violations that could adversely affect
our financial condition, results of operations and reputation.
Certain of our operations are subject to environmental laws and regulations in the jurisdictions in which they operate, which
impose limitations on the discharge of pollutants into the ground, air and water and establish standards for the generation,
treatment, use, storage and disposal of hazardous wastes. We must also comply with various health and safety regulations
in the United States and abroad in connection with our operations. Failure to comply with any of these laws could result in
civil and criminal, monetary and non-monetary penalties and damage to our reputation. In addition, we may incur costs
related to remedial efforts or alleged environmental damage associated with past or current waste disposal practices.
Legislation has been proposed, and governmental regulatory action has been both proposed and taken, that may
significantly impact environmental compliance in the United States; these actions could increase our costs of production by
raising the cost of energy as well as by further restricting emissions or other processes that we currently use in our
operations. We cannot provide assurance that our costs of complying with current or future environmental protection and
health and safety laws will not exceed our estimates.
The inability to successfully defend claims from taxing authorities could adversely affect our financial condition, results of
operations and cash flows.
ii
We conduct business in many countries, which requires us to interpret the income tax laws and rulings in each of those
taxing jurisdictions. Due to the subjectivity of tax laws between those jurisdictions, as well as the subjectivity of factual
interpretations, our estimates of income tax liabilities may differ from actual payments or assessments. Claims from taxing
ff
authorities related to these differences could have an adverse impact on our financial condition, results of operations and
cash flows.
Failure to attract and retain qualified personnel could lead to a loss of revenue and/or profitability.
Snap-on’s success depends, in part, on the efforts and abilities of its senior management team and other key employees.
Their skills, experience and industry contacts significantly benefit our operations and administration. The failure to attract
and retain members of our senior management team and other key employees could have a negative effect on our operating
results. In addition, transitions of important responsibilities to new individuals inherently include the possibility of disruptions
to our business and operations, which could negatively affect our business, financial condition, results of operations and
cash flows.
The steps taken to restructure operations, rationalize operating footprint, lower operating expenses and achieve greater
tt
efficiencies in the supply chain could disrupt business.
We have taken steps in the past, and expect to take additional steps in the future, intended to improve customer service
and drive further efficiencies and reduce costs, some of which could be disruptive to our business. These actions,
collectively across our operating groups, are focused on the following:
(cid:120) Continuing to invest in initiatives focused on building a strong sales and operating presence in emerging growth
markets;
(cid:120) Continuing to enhance service and value to our franchisees and customers;
(cid:120) Continuing to implement efficiency and productivity initiatives throughout the company to drive further efficiencies
and reduce costs;
(cid:120) Continuing on the company’s existing path to improve and transform global manufacturing and the supply chain
into a market-demand-based replenishment system with lower costs;
(cid:120) Continuing to invest in developing and marketing new, innovative, higher-value-added products and advanced
technologies;
Extending our products and services into additional and/or adjacent markets or to new customers; and
(cid:120)
(cid:120) Continuing to provide financing for, and grow our portfolio of, receivables within our financial services businesses.
18
SNAP-ON INCORPORATED
f
A failure to succeed in the implementation of any or all of these actions could result
goals and could be disruptive to the business.
in an inability to achieve our financial
In addition, any future reductions to headcount and other cost reduction measures may result in the loss of technical
expertise and could adversely affect our research and development efforts as
well as our ability to meet product
r
development schedules. Efforts to reduce components of expense could result in the recording of charges for inventory and
technology-related write-offs, workforce reduction costs or other charges relating to the consolidation or closure of facilities.
If we were to incur a substantial charge to further these efforts, our earnings per share would be adversely affected in such
period. If we are unable to effectively manage our cost reduction and restructuring efforts, our business, financial condition,
results of operations and cash flows could be negatively affected.
Item 1B: Unresolved Staff Comments
None.
Item 2: Properties
Snap-on maintains leased and owned manufacturing (including software products), warehouse, distribution, research and
development and office facilities throughout the world. Snap-on believes that its facilities currently in use are suitable and
have adequate capacity to meet its present and foreseeable future demand. Snap-on’s facilities in the United States occupy
approximately 3.3 million square feet, of which 75% is owned, including its corporate and general office facility located in
Kenosha, Wisconsin. Snap-on’s facilities outside the United States occupy approximately 4.5 million square feet, of which
approximately 71% is owned. Certain Snap-on facilities are leased through operating and capital lease agreements. See
Note 15 to the Consolidated Financial Statements for information on the company’s operating and capital leases. Snap-on
management continually monitors the company’s capacity needs and makes adjustments as dictated by market and other
conditions.
2016 ANNUAL REPORT
19
The following table provides information about our corporate headquarters and financial services operations, and each of
Snap-on’s principal active manufacturing locations and distribution centers (exceeding 50,000 square feet) as of 2016 year
end:
Location
Principal Property Use
Owned/Leased
Segment*
U.S. Locations:
Elkmont, Alabama
Conway, Arkansas
City of Industry, California
Poway, California
San Jose, California
Columbus, Georgia
Crystal Lake, Illinois
Libertyville, Illinois
Algona, Iowa
Louisville, Kentucky
Olive Branch, Mississippi
Carson City, Nevada
Murphy, North Carolina
Richfield, Ohio
Robesonia, Pennsylvania
Elizabethton, Tennessee
Kenosha, Wisconsin
Milwaukee, Wisconsin
Non-U.S. Locations:
Santo Tome, Argentina
New South Wales, Australia
Minsk, Belarus
Santa Bárbara d'Oeste, Brazil
Calgary, Canada
Mississauga, Canada
Beijing, China
Kunshan, China
Xiaoshan, China
Bramley, England
Kettering, England
Sopron, Hungary
Correggio, Italy
Tokyo, Japan
Helmond, Netherlands
Vila do Conde, Portugal
Irun, Spain
Placencia, Spain
Vitoria, Spain
Bollnäs, Sweden
Edsbyn, Sweden
Kungsör, Sweden
Lidköping, Sweden
Örebro, Sweden
Manufacturing
Manufacturing
Manufacturing
Manufacturing and distribution
Manufacturing and distribution
Distribution
Distribution
Financial services
Manufacturing and distribution
Manufacturing and distribution
Distribution
Distribution
Manufacturing and distribution
Manufacturing and distribution
Distribution
Manufacturing
Distribution and corporate
Manufacturing
Manufacturing
Distribution and financial services
Manufacturing
Manufacturing and distribution
Distribution
Distribution
Manufacturing
Manufacturing
Manufacturing
Manufacturing
Distribution and financial services
Manufacturing
Manufacturing
Distribution
Distribution
Manufacturing
Manufacturing
Manufacturing
Manufacturing and distribution
Manufacturing
Manufacturing
Manufacturing
Manufacturing
Manufacturing
Owned
Owned
Leased
Leased
Leased
Owned
Owned and leased
Leased
Owned
Leased
Owned
Owned and leased
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Leased
Owned
Owned
Leased
Leased
Leased
Owned
Owned
Owned
Owned and leased
Owned
Owned
Leased
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
* Segment abbreviations:
C&I – Commercial & Industrial Group
SOT – Snap-on Tools Group
RS&I – Repair Systems & Information Group
FS – Financial Services
20
SNAP-ON INCORPORATED
SOT
RS&I
C&I
RS&I
RS&I
C&I
SOT
FS
SOT
RS&I
SOT
SOT
C&I
RS&I
SOT
SOT
SOT, C&I, RS&I
SOT
C&I
SOT, FS
C&I
RS&I
SOT
SOT, RS&I
C&I
C&I
C&I
C&I
SOT, C&I, FS
RS&I
RS&I
C&I
C&I
C&I
C&I
C&I
C&I
C&I
C&I
RS&I
C&I
RS&I
Item 3: Legal Proceedings
Snap-on is involved in various legal matters that are being litigated and/or settled in the ordinary course of business. Although
it is not possible to predict the outcome of these legal matters, management believes that the results of these legal matters will
not have a material impact on Snap-on’s consolidated financial position, results of operations or cash flows.
Item 4: Mine Safety Disclosures
Not applicable.
PART II
Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Snap-on had 57,949,857 shares of common stock outstanding as of 2016 year end. Snap-on’s stock is listed on the New
York Stock Exchange under the ticker symbol “SNA.” At February 3, 2017, there were 5,040 registered holders of Snap-on
common stock.
The high and low closing prices of Snap-on’s common stock during each fiscal quarter for the last two years were as follows:
Common Stock High/Low Prices
2016
2015
Quarter
First
Second
Third
Fourth
High
$ 168.53
164.39
162.70
176.20
Low
$ 135.41
148.03
146.76
145.97
High
$ 148.29
162.19
169.99
174.09
Low
$ 131.45
146.16
148.90
154.57
Snap-on has paid consecutive quarterly cash dividends, without interruption or reduction, since 1939. Quarterly dividends
in 2016 were $0.71 per share in the fourth quarter and $0.61 per share in each of the first three quarters ($2.54 per share
for the year). Quarterly dividends in 2015 were $0.61 per share in the fourth quarter and $0.53 per share in each of the first
three quarters ($2.20 per share for the year). Cash dividends paid in 2016 and 2015 totaled $147.5 million and $127.9
million, respectively. Snap-on’s Board of Directors (the “Board”) monitors and evaluates the company’s dividend practice
quarterly and the Board may elect to increase, decrease or not pay a dividend on Snap-on common stock based upon the
company’s financial condition, results of operations, cash requirements and future prospects of Snap-on and other factors
deemed relevant by the Board.
f
See Note 13 to the Consolidated Financial Statements for information on securities authorized for issuance under equity
compensation plans.
2016 ANNUAL REPORT
21
Issuer Purchases of Equity Securities
The following chart discloses information regarding the shares of Snap-on’s common stock repurchased by the company
during the fourth quarter of fiscal 2016, 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 options and other corporate purposes, as well as to
repurchase shares when the company believes market conditions are favorable. The repurchase of Snap-on common stock
is at the company’s discretion, subject to prevailing financial and market conditions.
Shares
purchased
65,000
61,000
140,000
266,000
Average
price
per share
$ 156.36
$ 165.64
$ 169.27
$ 165.28
Shares purchased as
part of publicly
announced plans or
programs
65,000
61,000
140,000
Approximate
value of shares
that may yet be
purchased under
publicly
announced plans
or programs*
$ 201.2 million
$ 217.0 million
$ 207.2 million
266,000
N/A
Period
10/02/16 to 10/29/16
10/30/16 to 11/26/16
11/27/16 to 12/31/16
Total/Average
N/A: Not applicable
* Subject to further adjustment pursuant to the 1996 Authorization described below, as of December 31, 2016, the approximate value of shares that may yet
be purchased pursuant to the three outstanding Board authorizations discussed below is $207.2 million.
(cid:120)
(cid:120)
(cid:120)
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 $153.21, $170.58 and $171.27 per share of common stock as of
the end of the fiscal 2016 months ended October 29, 2016, November 26, 2016, and December 31, 2016, respectively.
In 1998, the Board authorized the repurchase of an aggregate of $100 million of the company’s common stock (“the 1998 Authorization”). The
1998 Authorization will expire when the aggregate repurchase price limit is met, unless terminated earlier by the Board.
In 1999, the Board authorized the repurchase of an aggregate of $50 million of the company’s common stock (“the 1999 Authorization”). The
1999 Authorization will expire when the aggregate repurchase price limit is met, unless terminated earlier by the Board.
22
SNAP-ON INCORPORATED
Other Purchases or Sales of Equity Securities
The following chart discloses information regarding transactions in shares of Snap-on’s common stock by Citibank, N.A.
(“Citibank”) during the fourth quarter of 2016 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 for
Snap-on to purchase or repurchase its shares.
Citibank Sales of Snap-on Stock
Period
10/02/16 to 10/29/16
10/30/16 to 11/26/16
11/27/16 to 12/31/16
Total/Average
Shares sold
–
3,800
3,000
6,800
Average
price
per share
–
$ 165.52
$ 168.99
$ 167.05
2016 ANNUAL REPORT
23
Five-year Stock Performance Graph
The graph below illustrates the cumulative total shareholder return on Snap-on common stock since December 31, 2011,
assuming that dividends were reinvested. The graph compares Snap-on’s performance to that of a Peer Group, Standard &
Poor’s 500 Industrials Index (“S&P 500 Industrials”) and Standard & Poor’s 500 Stock Index (“S&P 500”). As a result of
acquisitions and other transactions impacting companies that comprise the Peer Group listed below, Snap-on believes that the
S&P 500 Industrials Index, of which Snap-on is a member, is a more relevant source of comparative performance. In
accordance with SEC rules, Snap-on is presenting information for both the Peer Group and the S&P 500 Industrials Index this
year; going forward, only the S&P 500 Industrials Index will be presented along with Snap-on and the S&P 500.
Snap-on Incorporated Total Shareholder Return (1)
SNAP-ON INCORPORATED
PEER GROUP
S&P 500 Industrials
S&P 500
400
350
300
250
200
150
100
S
R
A
L
L
O
D
50
2011
Fiscal Year Ended (2)
December 31, 2011
December 31, 2012
December 31, 2013
December 31, 2014
December 31, 2015
December 31, 2016
2012
2013
2014
2015
2016
$
Snap-on
Incorporated
100.00
159.41
224.87
285.06
362.38
367.95
Peer Group (3)
100.00
$
117.59
160.15
167.54
158.07
179.83
$
S&P 500
Industrials
100.00
115.35
162.27
178.21
173.70
206.46
$
S&P 500
100.00
116.00
153.58
174.60
177.01
198.18
(1) Assumes $100 was invested on December 31, 2011, and that dividends were reinvested quarterly.
(2) The company's fiscal year ends on the Saturday that is on or nearest to December 31 of each year; for ease of calculation, the fiscal year end is
assumed to be December 31.
(3) The Peer Group consists of: Stanley Black & Decker, Inc., Danaher Corporation, Emerson Electric Co., Genuine Parts Company, Newell Brands Inc.,
Pentair plc, SPX Corporation and W.W. Grainger, Inc.
24
SNAP-ON INCORPORATED
Item 6: Selected Financial Data
The selected financial data presented below has been derived from, and should be read in conjunction with, the respective
historical consolidated financial statements of the company, including the notes thereto, and “Part II, Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations.” In the following table, “Total assets” was adjusted
on a retrospective basis for all years presented to reflect the company’s 2016 adoption of Accounting Standards Update
(“ASU”) No. 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740). See Note 1 to the Consolidated Financial
Statements for information on the company’s adoption of ASU No. 2015-17.
f
Five-year Data
(Amounts in millions, except per share data)
Results of Operations
Net sales
Gross profit
Operating expenses
Operating earnings before financial services
Financial services revenue
Financial services expenses
Operating earnings from financial services
Operating earnings
Interest expense
Earnings before income taxes and equity earnings
Income tax expense
Earnings before equity earnings
Equity earnings, net of tax
Net earnings
Net earnings attributable to noncontrolling interests
Net earnings attributable to Snap-on
Financial Position
Cash and cash equivalents
Trade and other accounts receivable – net
Finance receivables – net (current)
Contract receivables – net (current)
Inventories – net
Property and equipment – net
Long-term finance receivables – net
Long-term contract receivables – net
Total assets
Notes payable and current maturities of
long-term debt
Accounts payable
Long-term debt
Total debt
Total shareholders’ equity attributable to Snap-on
Common Share Summary
Weighted-average shares outstanding – diluted
Net earnings per share attributable to Snap-on:
Basic
Diluted
Cash dividends paid per share
Shareholders’ equity per basic share
2016
2015
2014
2013
2012
$
$
$
3,430.4
1,709.6
1,054.1
655.5
281.4
82.7
198.7
854.2
52.2
801.4
244.3
557.1
2.5
559.6
(13.2)
546.4
77.6
598.8
472.5
88.1
530.5
425.2
934.5
286.7
4,723.2
301.4
170.9
708.8
1,010.2
2,617.2
59.4
9.40
9.20
2.54
45.05
$
$
$
3,352.8
1,648.3
1,053.7
594.6
240.3
70.1
170.2
764.8
51.9
710.5
221.2
489.3
1.3
490.6
(11.9)
478.7
92.8
562.5
447.3
82.1
497.8
413.5
772.7
266.6
4,331.1
18.4
148.3
861.7
880.1
2,412.7
59.1
8.24
8.10
2.20
41.53
$
$
$
3,277.7
1,584.3
1,048.7
535.6
214.9
65.8
149.1
684.7
52.9
630.9
199.5
431.4
0.7
432.1
(10.2)
421.9
132.9
550.8
402.4
74.5
475.5
404.5
650.5
242.0
4,162.0
56.6
145.0
862.7
919.3
2,207.8
59.1
7.26
7.14
1.85
38.00
$
$
$
3,056.5
1,472.9
1,012.4
460.5
181.0
55.3
125.7
586.2
56.1
526.2
166.7
359.5
0.2
359.7
(9.4)
350.3
217.6
531.6
374.6
68.4
434.4
392.5
560.6
217.1
3,994.5
113.1
155.6
858.9
972.0
2,113.2
59.1
6.02
5.93
1.58
36.31
$
$
$
2,937.9
1,390.0
980.3
409.7
161.3
54.6
106.7
516.4
55.8
460.2
148.2
312.0
2.6
314.6
(8.5)
306.1
214.5
497.9
323.1
62.7
404.2
375.2
494.6
194.4
3,789.7
5.2
142.5
970.4
975.6
1,802.1
58.9
5.26
5.20
1.40
30.96
2016 ANNUAL REPORT
25
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management Overview
References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “organic
f
sales” refer to sales from continuing operations calculated in accordance with generally accepted accounting principles in
the United States of America (“GAAP”), excluding 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 the non-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.
f
We believe our growth in 2016 demonstrates Snap-on’s continued progress in providing repeatability and reliability to a
wide range of professional customers performing critical tasks in workplaces of consequence, as continued strengthening
in the automotive repair sector combined with headwinds in certain industrial end markets that were most pronounced in
the first half of the year. Leveraging capabilities already demonstrated in the automotive repair arena, our “coherent growth”
strategy focuses on developing and expanding our professional customer base, not only in automotive repair, but in adjacent
markets, additional geographies and other areas, including in critical industries, where the cost and penalties for failure can
be high.
We believe our 2016 operating results also provide continued evidence that Snap-on’s value proposition of making work
easier for serious professionals in workplaces of consequence is an ongoing strength as we move forward along our
runways for coherent growth:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
Enhancing the franchise network, where we continued to focus on helping our franchisees extend their reach
through innovative selling processes and productivity initiatives that break the traditional time and space barriers
inherent in a mobile van;
Expanding in the vehicle repair garage, where we continued to make significant progress in connecting with
customers and translating the resulting insights into innovation that solves specific challenges in the repair facility.
For example, the October 31, 2016 acquisition of Car-O-Liner Holding AB (“Car-O-Liner”) broadened our
established capabilities in serving vehicle repair facilities and further expanded our presence with repair shop
owners and managers;
Further extending in critical industries, where we continued to grow our lines of products customized for specific
industries, despite near-term challenges in certain industrial end markets; and
Building in emerging markets, where we continued to build manufacturing capacity, focused product lines and
distribution capability.
We also believe our year-over-year improvement in operating margin further validates the potential of our Snap-on Value
Creation Processes – our suite of strategic principles and processes we employ every day designed to create value and
employed in the areas of safety, quality, customer connection, innovation and rapid continuous improvement.
Our global financial services operations continue to serve a significant strategic role in offering financing options to our
franchisees, to their customers, and to customers in other parts of our business. We expect that our global financial services
business, which includes both Snap-on Credit LLC (“SOC”) in the United States and our other international finance
subsidiaries, will continue to be a meaningful contributor to our operating earnings going forward.
Snap-on has significant international operations and is subject to risks inherent with foreign operations, including foreign
currency translation fluctuations.
26
SNAP-ON INCORPORATED
Recent Acquisitions
On November 16, 2016, Snap-on acquired Ryeson Corporation (d/b/a Sturtevant Richmont) for a preliminary cash purchase
price of $12.9 million (or $12.5 million, net of cash acquired). The preliminary purchase price is subject to change based
upon the finalization of a working capital adjustment that is expected to be completed in the first quarter of 2017. Sturtevant
Richmont, based in Carol Stream, Illinois, designs, manufactures and distributes mechanical and electronic torque
wrenches as well as wireless torque error proofing systems for a variety of industrial applications. The acquisition of
Sturtevant Richmont enhanced and expanded Snap-on’s capabilities in providing solutions that address torque
requirements, which are increasingly essential to critical mechanical performance. 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 acquired Car-O-Liner for a preliminary cash purchase price of $151.8 million (or $147.9
million, net of cash acquired). The preliminary purchase price is subject to change based upon the finalization of a working
capital adjustment that is expected to be completed in the first quarter of 2017. Car-O-Liner, based in Gothenburg, Sweden,
designs and manufactures collision repair equipment, and information and truck alignment systems. The acquisition of
Car-O-Liner complemented and increased Snap-on’s existing equipment and repair and service information product
offerings, broadened its established capabilities in serving vehicle repair facilities and further expanded the company’s
presence with repair shop owners and managers. For segment reporting purposes, substantially all of Car-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.
On July 27, 2015, Snap-on acquired the assets of Ecotechnics S.p.A. (“Ecotechnics”) for a cash purchase price of $11.8
million. Ecotechnics designs and manufactures vehicle air conditioning service equipment for original equipment
manufacturer (“OEM”) dealerships and the automotive aftermarket worldwide. The acquisition of the Ecotechnics product
line complemented and increased Snap-on’s existing equipment product offering for OEM dealerships and independent
automotive repair shops, broadened its established capabilities in serving vehicle repair facilities, and expanded the
company’s presence with repair shop owners and managers.
On May 28, 2014, Snap-on acquired substantially all of the assets of Pro-Cut International Inc. (“Pro-Cut”) for a cash
purchase price of $41.3 million. Pro-Cut designs, manufactures and distributes on-car brake lathes, related equipment and
accessories used in brake servicing by automotive repair facilities. The acquisition of the Pro-Cut product line complemented
and increased Snap-on’s existing undercar equipment product offering, broadened its established capabilities in serving
vehicle repair facilities and expanded the company’s presence with repair shop owners and managers.
ff
For segment reporting purposes, the results of operations and assets of Ecotechnics and Pro-Cut have been included in
the Repair Systems & Information Group since the respective acquisition dates.
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 to Snap-on’s results of operations or financial position.
f
Consolidated net sales of $3,430.4 million in 2016 increased $77.6 million, or 2.3%, from 2015 levels, reflecting a $96.2
million, or 2.9%, increase in organic sales (a non-GAAP financial measure that excludes acquisition-related sales and the
impact of foreign currency translation) and $32.9 million of acquisition-related sales, partially offset by $51.5 million of
unfavorable foreign currency translation.
Operating earnings before financial services of $655.5 million in 2016 were up $60.9 million, or 10.2%, from 2015 levels,
reflecting contributions from higher sales and improved operating margins, including contributions from “Rapid Continuous
Improvement” or “RCI” initiatives, partially offset by $21.5 million of unfavorable foreign currency effects.
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 from Snap-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 line set-up and change-over practices, lower-cost sourcing initiatives and facility
consolidations. 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.
2016 ANNUAL REPORT
27
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Operating earnings of $854.2 million in 2016 increased $89.4 million, or 11.7%, from $764.8 million last year. In 2016, net
earnings attributable to Snap-on Incorporated were $546.4 million or $9.20 per diluted share. Net earnings attributable to
Snap-on Incorporated in 2015 were $478.7 million or $8.10 per diluted share.
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.
Segment net sales of $1,148.3 million in 2016 decreased $15.3 million, or 1.3%, from 2015 levels, reflecting $20.6 million of
unfavorable foreign currency translation partially offset by $4.2 million of acquisition-related sales and a $1.1 million, or 0.1%,
organic sales gain. The organic sales increase primarily includes higher sales in the segment’s European-based hand tools
business and in its Asia/Pacific and power tools operations, largely offset by lower sales to customers in critical industries,
primarily in the international aerospace and natural resources market segments. Operating earnings of $168.0 million in 2016
decreased $1.4 million, or 0.8%, from 2015 levels, including $1.1 million of unfavorable foreign currency effects.
The Commercial & Industrial Group intends to continue building on the following strategic priorities in 2017:
(cid:120) Continuing to invest in emerging market growth initiatives;
(cid:120)
Expanding our business with existing customers and reaching new customers in critical industries and other market
segments;
Broadening our product offering and engineered solutions designed particularly for critical industry segments;
Increasing our customer-connection-driven understanding of work across multiple industries;
Investing in innovation that, guided by that understanding of work, delivers an ongoing stream of productivity-
enhancing solutions; and
(cid:120)
(cid:120)
(cid:120)
(cid:120) Continuing to reduce structural and operating costs through RCI initiatives.
The Snap-on Tools Group consists of business operations primarily serving vehicle service and repair technicians through
the company’s worldwide mobile tool distribution channel. Segment net sales of $1,633.9 million in 2016 increased $65.2
million, or 4.2%, from 2015 levels, reflecting an $86.4 million, or 5.6%, organic sales gain partially offset by $21.2 million of
unfavorable foreign currency translation. The organic sales increase includes higher sales in both the company’s U.S. and
international franchise operations. Operating earnings of $281.1 million in 2016 increased $25.1 million, or 9.8%, from 2015
levels, primarily as a result of higher sales and savings from RCI initiatives, partially offset by $15.3 million of unfavorable
foreign currency effects.
The Snap-on Tools Group made continued progress in 2016 on its fundamental, strategic initiatives to strengthen the
franchise network and enhance franchisee profitability. In 2017, the Snap-on Tools Group intends to further build on the
progress made in 2016, with specific initiatives focused on the following:
(cid:120) Continuing to improve franchisee satisfaction, productivity, profitability and commercial health;
(cid:120) Developing new programs and products to expand market coverage, reaching new technicians and increasing
penetration with existing customers;
(cid:120) Continuing to invest in new product innovation and development; and
(cid:120)
Increasing operational flexibility in back office support functions, manufacturing and the supply chain through RCI
initiatives and investment.
By focusing on these areas, we believe that Snap-on, as well as its franchisees, will have the opportunity to continue to
serve customers more effectively, more profitably and with improved satisfaction.
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. Segment net sales of $1,179.9 million in 2016 increased
$66.7 million, or 6.0%, from 2015 levels, reflecting a $52.1 million, or 4.7%, organic sales gain and $28.7 million of acquisition-
related sales, partially offset by $14.1 million of unfavorable foreign currency translation. The organic sales increase primarily
reflects higher sales to independent repair shop owners and managers, as well as increased sales to OEM dealerships,
including higher sales of diagnostic and repair information products, and increased sales of undercar equipment. Operating
earnings of $297.8 million in 2016 increased $24.4 million, or 8.9%, from 2015 levels, primarily due to higher sales, including
acquisition-related sales, and savings from RCI initiatives, partially offset by $5.1 million of unfavorable foreign currency effects.
ff
28
SNAP-ON INCORPORATED
The Repair Systems & Information Group intends to focus on the following strategic priorities in 2017:
(cid:120)
Expanding the product offering with new products and services, thereby providing more to sell to repair shop owners
and managers;
Leveraging integration of software solutions;
(cid:120) Continuing software and hardware upgrades to further improve functionality, performance and efficiency;
(cid:120)
(cid:120) Continuing productivity advancements through RCI initiatives and leveraging of resources; and
(cid:120)
Increasing penetration in geographic markets, including emerging markets.
Financial Services revenue was $281.4 million in 2016 and $240.3 million in 2015; originations of $1,075.7 million in 2016
increased $82.0 million, or 8.3%, from 2015 levels. In recent years, Snap-on has steadily grown its financial services
portfolio by providing financing for new finance and contract receivables originated by our global financial services
operations. In 2016, operating earnings from financial services of $198.7 million increased $28.5 million, or 16.7%, from
$170.2 million last year, including $1.8 million of unfavorable foreign currency effects.
Financial Services intends to focus on the following strategic priorities in 2017:
(cid:120) Delivering financial products and services that attract and sustain profitable franchisees and support Snap-on’s
(cid:120)
strategies for expanding market coverage and penetration;
Improving productivity levels and ensuring high quality in all financial products and processes through the use of
RCI initiatives; and
(cid:120) Maintaining healthy portfolio performance levels.
Cash Flows
Net cash provided by operating activities of $576.1 million in 2016 increased $68.9 million from $507.2 million in 2015
primarily due to $69.0 million of higher net earnings. Net cash provided by operating activities was $403.1 million in 2014.
Net cash used by investing activities of $473.4 million in 2016 included additions to finance receivables of $915.0 million,
partially offset by collections of $671.7 million. It also included, on a preliminary basis, a total of $160.4 million (net of $4.3
million of cash acquired) for the acquisitions of Car-O-Liner and Sturtevant Richmont. Net cash used by investing activities
of $306.4 million in 2015 included additions to finance receivables of $844.2 million, partially offset by collections of $624.8
million, as well as $11.8 million for the acquisition of Ecotechnics. Net cash used by investing activities of $273.2 million in
2014 included additions to finance receivables of $746.2 million, partially offset by collections of $591.4 million, as well as
$41.3 million for the acquisition of Pro-Cut. Capital expenditures in 2016, 2015 and 2014 totaled $74.3 million, $80.4 million
and $80.6 million, respectively. Capital expenditures in all three years included investments to support the company’s
execution of its strategic growth initiatives and Value Creation Processes around safety, quality, customer connection,
innovation and RCI.
Net cash used by financing activities of $116.0 million in 2016 included $147.5 million for dividend payments to shareholders
and $120.4 million for the repurchase of 758,000 shares of Snap-on’s common stock, partially offset by $134.2 million of
proceeds from a net increase in notes payable and other short-term borrowings and $41.8 million of proceeds from stock
purchase and option plan exercises. Net cash used by financing activities of $236.7 million in 2015 included $127.9 million
for dividend payments to shareholders, $110.4 million for the repurchase of 723,000 shares of Snap-on’s common stock
and $34.0 million from a net decrease in notes payable and other short-term borrowings, partially offset by $41.6 million of
proceeds from stock purchase and option plan exercises. Net cash used by financing activities of $212.1 million in 2014
included the repayment of $100 million of unsecured notes at maturity. Net cash used by financing activities in 2014 also
included $107.6 million for dividend payments to shareholders and $79.3 million for the repurchase of 680,000 shares of
Snap-on’s common stock, partially offset by $45.0 million of proceeds from a net increase in notes payable and other short-
term borrowings and $33.0 million of proceeds from stock purchase and option plan exercises.
2016 ANNUAL REPORT
29
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Fiscal Year
Snap-on’s fiscal year ends on the Saturday that is on or nearest to December 31. Unless otherwise indicated, references
in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “fiscal 2016” or “2016”
refer to the fiscal year ended December 31, 2016; references to “fiscal 2015” or “2015” refer to the fiscal year ended January
2, 2016; and references to “fiscal 2014” or “2014” refer to the fiscal year ended January 3, 2015. References in this
document to 2016, 2015 and 2014 year end refer to December 31, 2016, January 2, 2016, and January 3, 2015,
respectively.
Snap-on’s 2016 and 2015 fiscal years each contained 52 weeks of operating results. Snap-on’s 2014 fiscal year contained
53 weeks of operating results; the impact of the additional week of operations was not material to Snap-on’s full year 2014
net sales or net earnings.
Results of Operations
2016 vs. 2015
Results of operations for 2016 and 2015 are as follows:
(Amounts in millions)
Net sales
Cost of goods sold
Gross profit
Operating expenses
2016
2015
Change
$ 3,430.4
100.0%
$ 3,352.8
100.0%
$
77.6
(1,720.8)
-50.2%
(1,704.5)
-50.8%
1,709.6
49.8%
1,648.3
49.2%
(16.3)
61.3
2.3%
-1.0%
3.7%
(1,054.1)
-30.7%
(1,053.7)
-31.5%
(0.4)
–
Operating earnings before financial services
655.5
19.1%
594.6
17.7%
60.9
10.2%
Financial services revenue
Financial services expenses
281.4
100.0%
240.3
100.0%
41.1
17.1%
(82.7)
-29.4%
(70.1)
-29.2%
(12.6)
-18.0%
Operating earnings from financial services
198.7
70.6%
170.2
70.8%
28.5
16.7%
Operating earnings
Interest expense
Other income (expense) – net
854.2
23.0%
764.8
21.3%
(52.2)
-1.4%
(51.9)
-1.4%
(0.6)
–
(2.4)
-0.1%
Earnings before income taxes and equity earnings
801.4
21.6%
710.5
19.8%
89.4
(0.3)
1.8
90.9
11.7%
-0.6%
NM
12.8%
Income tax expense
(244.3)
-6.6%
(221.2)
-6.2%
(23.1)
-10.4%
Earnings before equity earnings
557.1
15.0%
489.3
13.6%
Equity earnings, net of tax
2.5
0.1%
1.3
–
Net earnings
559.6
15.1%
490.6
13.6%
67.8
1.2
69.0
13.9%
NM
14.1%
Net earnings attributable to noncontrolling interests
(13.2)
-0.4%
(11.9)
-0.3%
(1.3)
-10.9%
Net earnings attributable to Snap-on Inc.
$
546.4
14.7%
$
478.7
13.3%
$
67.7
14.1%
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.
30
SNAP-ON INCORPORATED
Net sales of $3,430.4 million in 2016 increased $77.6 million, or 2.3%, from 2015 levels, reflecting a $96.2 million, or 2.9%,
organic sales gain and $32.9 million of acquisition-related sales, partially offset by $51.5 million of unfavorable foreign
currency translation.
Gross profit of $1,709.6 million in 2016 compared to $1,648.3 million last year. Gross margin (gross profit as a percentage
of net sales) of 49.8% in 2016 improved 60 basis points (100 basis points (“bps”) equals 1.0 percent) from 49.2% last year
as benefits from higher sales and savings from RCI initiatives were partially offset by 20 bps of unfavorable foreign currency
effects. Restructuring costs included in gross profit were $0.8 million and zero in 2016 and 2015, respectively.
Operating expenses of $1,054.1 million in 2016 compared to $1,053.7 million last year. The operating expense margin
(operating expenses as a percentage of net sales) of 30.7% in 2016 improved 80 bps from 31.5% last year primarily due to
sales volume leverage and savings from RCI initiatives, 30 bps of lower stock-based (mark-to-market) compensation and
other expenses, including lower costs associated with the company’s employee and franchisee stock purchase plans, and
20 bps of lower pension expense. Restructuring costs included in operating expenses were $0.1 million and zero in 2016
and 2015, respectively.
Operating earnings before financial services of $655.5 million in 2016, including $21.5 million of unfavorable foreign
currency effects, increased $60.9 million, or 10.2%, as compared to $594.6 million last year. As a percentage of net sales,
operating earnings before financial services of 19.1% in 2016 improved 140 bps from 17.7% last year.
Financial services revenue of $281.4 million in 2016 compared to revenue of $240.3 million last year. Financial services
operating earnings of $198.7 million in 2016, including $1.8 million of unfavorable foreign currency effects, increased $28.5
million, or 16.7%, as compared to $170.2 million last year. The year-over-year increases in both revenue and operating
f
earnings primarily reflect continued growth of the company’s financial services portfolio.
Operating earnings of $854.2 million in 2016, including $23.3 million of unfavorable foreign currency effects, increased
$89.4 million, or 11.7%, from $764.8 million last year. As a percentage of revenues (net sales plus financial services
revenue), operating earnings of 23.0% in 2016 improved 170 bps from 21.3% last year.
Interest expense of $52.2 million in 2016 increased $0.3 million from $51.9 million last year. See Note 9 to the Consolidated
Financial Statements for information on Snap-on’s debt and credit facilities.
Other income (expense) – net was expense of $0.6 million and $2.4 million in 2016 and 2015, respectively. Other income
(expense) – net reflects net losses and gains associated with hedging and currency exchange rate transactions, and interest
income. See Note 16 to the Consolidated Financial Statements for information on other income (expense) – net.
Snap-on’s effective income tax rate on earnings attributable to Snap-on was 31.0% in 2016 and 31.7% in 2015. See Note
8 to the Consolidated Financial Statements for information on income taxes.
Net earnings attributable to Snap-on of $546.4 million, or $9.20 per diluted share, in 2016 increased $67.7 million, or $1.10
per diluted share, from 2015 levels. Net earnings attributable to Snap-on in 2015 were $478.7 million or $8.10 per diluted
share.
Exit and Disposal Activities
In 2016, the company’s Repair Systems & Information Group recorded $0.9 million of severance costs for exit and disposal
activities, all of which qualified for accrual treatment; no costs for exit and disposal activities were recorded in 2015. The
exit and disposal accrual of $2.8 million as of 2016 year end is expected to be fully 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.
2016 ANNUAL REPORT
31
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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) the Snap-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. The Snap-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 dealerships, through direct and distributor channels. Financial Services
consists of the business operations of Snap-on’s finance subsidiaries.
f
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 reasonable mark-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 at Snap-on’s consolidated financial results.
Commercial & Industrial Group
(Amounts in millions)
External net sales
Intersegment net sales
Segment net sales
Cost of goods sold
Gross profit
Operating expenses
2016
2015
Change
$
863.0
285.3
75.2%
24.8%
$
895.5
268.1
77.0%
23.0%
1,148.3
100.0%
1,163.6
100.0%
(698.3)
-60.8%
(717.1)
-61.6%
450.0
39.2%
446.5
38.4%
(282.0)
-24.6%
(277.1)
-23.8%
$
(32.5)
17.2
(15.3)
18.8
3.5
(4.9)
(1.4)
-3.6%
6.4%
-1.3%
2.6%
0.8%
-1.8%
-0.8%
Segment operating earnings
$
168.0
14.6%
$
169.4
14.6%
$
Segment net sales of $1,148.3 million in 2016 decreased $15.3 million, or 1.3%, from 2015 levels, reflecting $20.6 million
of unfavorable foreign currency translation partially offset by $4.2 million of acquisition-related sales and a $1.1 million, or
0.1%, organic sales gain. The organic sales increase primarily includes a mid single-digit gain in the segment’s European-
based hand tools business and low single-digit increases in both the segment’s Asia/Pacific and power tools operations.
These organic sales gains were largely offset by a mid single-digit decline in sales to customers in critical industries,
primarily in the international aerospace and natural resources market segments.
Segment gross profit of $450.0 million in 2016 compared to $446.5 million last year. Gross margin of 39.2% in 2016
improved 80 bps from 38.4% last year primarily due to savings from RCI and other cost reduction initiatives, and 20 bps of
favorable foreign currency effects.
Segment operating expenses of $282.0 million in 2016 compared to $277.1 million last year. The operating expense margin
of 24.6% in 2016 increased 80 bps from 23.8% last year primarily due to higher costs, including costs associated with
continued expansion initiatives in Asia, a 20 bps benefit realized in 2015 from a gain on the sale of a former manufacturing
facility, and 10 bps of unfavorable foreign currency effects.
As a result of these factors, segment operating earnings of $168.0 million in 2016, including $1.1 million of unfavorable
foreign currency effects, decreased $1.4 million from 2015 levels. Operating margin (segment operating earnings as a
percentage of segment net sales) for the Commercial & Industrial Group was 14.6% in both years.
32
SNAP-ON INCORPORATED
Snap-on Tools Group
(Amounts in millions)
Segment net sales
Cost of goods sold
Gross profit
Operating expenses
2016
2015
Change
$ 1,633.9
100.0%
$ 1,568.7
100.0%
$
65.2
(929.8)
-56.9%
(885.7)
-56.5%
704.1
43.1%
683.0
43.5%
(423.0)
-25.9%
(427.0)
-27.2%
(44.1)
21.1
4.0
Segment operating earnings
$
281.1
17.2%
$
256.0
16.3%
$
25.1
4.2%
-5.0%
3.1%
0.9%
9.8%
Segment net sales of $1,633.9 million in 2016 increased $65.2 million, or 4.2%, from 2015 levels, reflecting an $86.4 million,
or 5.6%, organic sales gain partially offset by $21.2 million of unfavorable foreign currency translation. The organic sales
increase includes mid single-digit gains in both the company’s U.S. and international franchise operations.
Segment gross profit of $704.1 million in 2016 compared to $683.0 million last year. Gross margin of 43.1% in 2016
declined 40 bps from 43.5% last year as 70 bps of unfavorable foreign currency effects were partially offset by benefits from
higher sales.
Segment operating expenses of $423.0 million in 2016 compared to $427.0 million last year. The operating expense margin
of 25.9% in 2016 improved 130 bps from 27.2% last year primarily due to sales volume leverage and savings from RCI and
other cost reduction initiatives, as well as 20 bps of lower stock-based costs associated with the company’s franchisee stock
purchase plan.
As a result of these factors, segment operating earnings of $281.1 million in 2016, including $15.3 million of unfavorable
foreign currency effects, increased $25.1 million from 2015 levels. Operating margin for the Snap-on Tools Group of 17.2%
in 2016 improved 90 bps from 16.3% last year.
Repair Systems & Information Group
(Amounts in millions)
External net sales
Intersegment net sales
Segment net sales
Cost of goods sold
Gross profit
Operating expenses
2016
2015
Change
$
933.5
246.4
79.1%
20.9%
$
888.6
224.6
79.8%
20.2%
$
1,179.9
100.0%
1,113.2
100.0%
(624.4)
-52.9%
(594.4)
-53.4%
555.5
47.1%
518.8
46.6%
(257.7)
-21.9%
(245.4)
-22.0%
44.9
21.8
66.7
(30.0)
36.7
(12.3)
Segment operating earnings
$
297.8
25.2%
$
273.4
24.6%
$
24.4
5.1%
9.7%
6.0%
-5.0%
7.1%
-5.0%
8.9%
Segment net sales of $1,179.9 million in 2016 increased $66.7 million, or 6.0%, from 2015 levels, reflecting a $52.1 million, or
4.7%, organic sales gain and $28.7 million of acquisition-related sales, partially offset by $14.1 million of unfavorable foreign
currency translation. The organic sales increase includes a high single-digit gain in sales of diagnostic and repair information
products to independent repair shop owners and managers, and low single-digit increases in both sales of undercar equipment
and sales to OEM dealerships.
Segment gross profit of $555.5 million in 2016 compared to $518.8 million last year. Gross margin of 47.1% in 2016 improved
50 bps from 46.6% last year, as benefits from higher sales and savings from RCI initiatives were partially offset by 10 bps of
unfavorable currency effects. Restructuring costs included in gross profit were $0.8 million and zero in 2016 and 2015,
respectively.
Segment operating expenses of $257.7 million in 2016 compared to $245.4 million last year. The operating expense margin
of 21.9% in 2016 improved 10 bps from 22.0% last year primarily due to sales volume leverage and savings from RCI initiatives,
partially offset by 20 bps of impact from the Car-O-Liner acquisition. Restructuring costs included in operating expenses were
$0.1 million and zero in 2016 and 2015, respectively.
2016 ANNUAL REPORT
33
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
As a result of these factors, segment operating earnings of $297.8 million in 2016, including $5.1 million of unfavorable foreign
currency effects, increased $24.4 million from 2015 levels. Operating margin for the Repair Systems & Information Group of
25.2% in 2016 improved 60 bps from 24.6% last year.
Financial Services
(Amounts in millions)
Financial services revenue
Financial services expenses
Segment operating earnings
2016
2015
Change
$
$
281.4
(82.7)
198.7
100.0%
-29.4%
70.6%
$
$
240.3
(70.1)
170.2
100.0%
-29.2%
$
41.1
(12.6)
70.8%
$
28.5
17.1%
-18.0%
16.7%
Financial services revenue of $281.4 million in 2016 increased $41.1 million, or 17.1%, from $240.3 million last year primarily
reflecting $38.1 million of higher revenue as a result of continued growth of the company’s financial services portfolio and
$2.7 million of increased revenue from higher average yields on finance receivables. In 2016 and 2015, the respective
average yield on finance receivables was 18.0% and 17.8%, and the respective average yield on contract receivables was
9.4% and 9.5%. Originations of $1,075.7 million in 2016 increased $82.0 million, or 8.3%, from 2015 levels.
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 financial services portfolio
than they are on the revenue of the segment. Financial services expenses of $82.7 million in 2016 increased from $70.1
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 4.9% and 4.8% in 2016 and 2015,
respectively.
Financial services operating earnings of $198.7 million in 2016, including $1.8 million of unfavorable foreign currency effects,
increased $28.5 million, or 16.7%, from 2015 levels.
See Note 1 and Note 3 to the Consolidated Financial Statements for further information on financial services.
Corporate
Snap-on’s general corporate expenses in 2016 of $91.4 million decreased $12.8 million from $104.2 million last year. The
year-over-year decrease in general corporate expenses primarily reflects $6.9 million of lower pension expense, $6.4 million
of lower stock-based (mark-to-market) compensation expense and $2.3 million of lower stock-based costs associated with
the company’s employee stock purchase plan, partially offset by $2.8 million of higher acquisition-related and other costs.
34
SNAP-ON INCORPORATED
Fourth Quarter
Results of operations for the fourth quarters of 2016 and 2015 are as follows:
(Amounts in millions)
Net sales
Cost of goods sold
Gross profit
Operating expenses
Fourth Quarter
2016
2015
Change
$
889.8
100.0%
$ 851.7
100.0%
$
38.1
(445.9)
-50.1%
(439.4)
-51.6%
443.9
49.9%
412.3
48.4%
(267.8)
-30.1%
(250.0)
-29.3%
Operating earnings before financial services
176.1
19.8%
162.3
19.1%
Financial services revenue
Financial services expenses
74.2
100.0%
63.1
100.0%
(22.6)
-30.5%
(18.1)
-28.7%
Operating earnings from financial services
51.6
69.5%
45.0
71.3%
Operating earnings
Interest expense
Other income (expense) – net
227.7
23.6%
207.3
22.7%
(13.1)
-1.4%
(0.3)
–
(13.0)
(0.5)
-1.4%
-0.1%
Earnings before income taxes and equity earnings
214.3
22.2%
193.8
21.2%
Income tax expense
(64.9)
-6.7%
(59.3)
-6.5%
Earnings before equity earnings
149.4
15.5%
134.5
14.7%
4.5%
-1.5%
7.7%
-7.1%
8.5%
17.6%
-24.9%
14.7%
9.8%
-0.8%
NM
10.6%
-9.4%
11.1%
(6.5)
31.6
(17.8)
13.8
11.1
(4.5)
6.6
20.4
(0.1)
0.2
20.5
(5.6)
14.9
Equity earnings, net of tax
0.3
–
–
–
0.3
NM
Net earnings
149.7
15.5%
134.5
14.7%
Net earnings attributable to noncontrolling interests
(3.4)
-0.3%
(3.1)
-0.3%
15.2
(0.3)
Net earnings attributable to Snap-on Inc.
$
146.3
15.2%
$ 131.4
14.4%
$
14.9
11.3%
-9.7%
11.3%
NM: Not meaningful
Percentage Disclosure: All income statement line item percentages below “Operating earnings from financial services” are calculated as a percentage of the
sum of Net sales and Financial services revenue.
Net sales of $889.8 million in the fourth quarter of 2016 increased $38.1 million, or 4.5%, from 2015 levels, reflecting a
$30.0 million, or 3.6%, organic sales gain and $23.3 million of acquisition-related sales, partially offset by $15.2 million of
unfavorable foreign currency translation.
Gross profit of $443.9 million in the fourth quarter of 2016 compared to $412.3 million last year. Gross margin of 49.9% in
the quarter improved 150 bps from 48.4% last year primarily due to benefits from higher sales and savings from RCI
initiatives.
Operating expenses of $267.8 million in the fourth quarter of 2016 compared to $250.0 million last year. The operating
expense margin of 30.1% in the quarter increased 80 bps from 29.3% last year primarily due to 60 bps of higher acquisition-
related and other expenses, including operating expenses for Car-O-Liner and Sturtevant Richmont, and a 30 bps benefit
realized in the fourth quarter of 2015 primarily from a gain on the sale of a former manufacturing facility, partially offset by
20 bps of lower pension expense.
2016 ANNUAL REPORT
35
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Operating earnings before financial services of $176.1 million in the fourth quarter of 2016, including $3.7 million of
unfavorable foreign currency effects, increased $13.8 million, or 8.5%, as compared to $162.3 million last year. As a
percentage of net sales, operating earnings before financial services of 19.8% in the quarter improved 70 bps from 19.1%
last year.
Financial services revenue of $74.2 million in the fourth quarter of 2016 compared to revenue of $63.1 million last year.
Financial services operating earnings of $51.6 million in the fourth quarter of 2016, including $0.6 million of unfavorable
foreign currency effects, increased $6.6 million, or 14.7%, as compared to $45.0 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 $227.7 million in the fourth quarter of 2016, including $4.3 million of unfavorable foreign currency
f
effects, increased $20.4 million, or 9.8%, from $207.3 million last year. As a percentage of revenues, operating earnings
of 23.6% in the quarter improved 90 bps from 22.7% last year.
Interest expense of $13.1 million in the fourth quarter of 2016 increased $0.1 million from $13.0 million last year. See Note
9 to the Consolidated Financial Statements for information on Snap-on’s debt and credit facilities.
Other income (expense) – net was expense of $0.3 million and $0.5 million in the respective fourth quarters of 2016 and
2015. See Note 16 to the Consolidated Financial Statements for information on other income (expense) – net.
Snap-on’s fourth quarter effective income tax rate on earnings attributable to Snap-on was 30.8% in 2016 and 31.1% in
2015. See Note 8 to the Consolidated Financial Statements for information on income taxes.
Net earnings attributable to Snap-on of $146.3 million, or $2.47 per diluted share, in the fourth quarter of 2016 increased
$14.9 million, or $0.25 per diluted share, from 2015 levels. Net earnings attributable to Snap-on in the fourth quarter of
2015 were $131.4 million or $2.22 per diluted share.
Segment Results
Commercial & Industrial Group
(Amounts in millions)
External net sales
Intersegment net sales
Segment net sales
Cost of goods sold
Gross profit
Operating expenses
Fourth Quarter
2016
2015
Change
$
218.5
67.8
76.3%
23.7%
$
212.0
69.8
75.2%
24.8%
$
286.3
100.0%
281.8
100.0%
(170.9)
-59.7%
(174.2)
-61.8%
115.4
40.3%
107.6
38.2%
(71.5)
-25.0%
(65.7)
-23.3%
6.5
(2.0)
4.5
3.3
7.8
(5.8)
Segment operating earnings
$
43.9
15.3%
$
41.9
14.9%
$
2.0
3.1%
-2.9%
1.6%
1.9%
7.2%
-8.8%
4.8%
Segment net sales of $286.3 million in the fourth quarter of 2016 increased $4.5 million, or 1.6%, from 2015 levels, reflecting
a $6.5 million, or 2.4%, organic sales gain and $4.2 million of acquisition-related sales, partially offset by $6.2 million of
unfavorable foreign currency translation. The organic sales increase primarily includes a high single-digit gain in the segment’s
European-based hand tools business and a low single-digit increase to customers in critical industries, largely as a result of
higher sales to the military. These organic sales gains were partially offset by a mid single-digit decline in the segment’s power
tools operations and a low single-digit decline in the segment’s Asia/Pacific operations.
Segment gross profit of $115.4 million in the fourth quarter of 2016 compared to $107.6 million last year. Gross margin of
40.3% in the quarter improved 210 bps from 38.2% last year primarily due to benefits from higher sales and savings from RCI
initiatives, and 100 bps of favorable foreign currency effects.
36
SNAP-ON INCORPORATED
Segment operating expenses of $71.5 million in the fourth quarter of 2016 compared to $65.7 million last year. The
operating expense margin of 25.0% in the quarter increased 170 bps from 23.3% last year primarily due to higher costs,
including operating expenses for Car-O-Liner and Sturtevant Richmont, a 70 bps benefit realized in the fourth quarter of
2015 from a gain on the sale of a former manufacturing facility, and 10 bps of unfavorable foreign currency effects.
r
As a result of these factors, segment operating earnings of $43.9 million in the fourth quarter of 2016, including $1.8 million
of favorable foreign currency effects, increased $2.0 million from 2015 levels. Operating margin for the Commercial &
Industrial Group of 15.3% in the fourth quarter of 2016 improved 40 bps from 14.9% last year.
f
Snap-on Tools Group
(Amounts in millions)
Segment net sales
Cost of goods sold
Gross profit
Operating expenses
Fourth Quarter
2016
2015
Change
$
417.5
100.0%
$
411.2
100.0%
$
(242.0)
-58.0%
(237.5)
-57.8%
175.5
42.0%
173.7
42.2%
(102.0)
-24.4%
(101.8)
-24.7%
6.3
(4.5)
1.8
(0.2)
Segment operating earnings
$
73.5
17.6%
$
71.9
17.5%
$
1.6
1.5%
-1.9%
1.0%
-0.2%
2.2%
Segment net sales of $417.5 million in the fourth quarter of 2016 increased $6.3 million, or 1.5%, from 2015 levels, reflecting
a $12.2 million, or 3.0%, organic sales gain partially offset by $5.9 million of unfavorable foreign currency translation. The
organic sales increase includes a low single-digit gain in the company’s U.S. franchise operations and a mid single-digit
gain in the company’s international franchise operations.
Segment gross profit of $175.5 million in the fourth quarter of 2016 compared to $173.7 million last year. Gross margin of
42.0% in the quarter declined 20 bps from 42.2% last year as 60 bps of unfavorable foreign currency effects were partially
offset by benefits from higher sales.
Segment operating expenses of $102.0 million in the fourth quarter of 2016 compared to $101.8 million last year. The
operating expense margin of 24.4% in the quarter improved 30 bps from 24.7% last year primarily due to sales volume
leverage.
As a result of these factors, segment operating earnings of $73.5 million in the fourth quarter of 2016, including $3.8 million of
unfavorable foreign currency effects, increased $1.6 million from 2015 levels. Operating margin for the Snap-on Tools Group
of 17.6% in the fourth quarter of 2016 improved 10 bps from 17.5% last year.
Repair Systems & Information Group
(Amounts in millions)
External net sales
Intersegment net sales
Segment net sales
Cost of goods sold
Gross profit
Operating expenses
Fourth Quarter
2016
2015
Change
$
253.8
66.0
79.4%
20.6%
$
228.5
52.1
81.4%
18.6%
$
319.8
100.0%
280.6
100.0%
(166.8)
-52.2%
(149.6)
-53.3%
153.0
47.8%
131.0
46.7%
(70.5)
-22.0%
(58.9)
-21.0%
25.3
13.9
39.2
(17.2)
22.0
(11.6)
11.1%
26.7%
14.0%
-11.5%
16.8%
-19.7%
14.4%
Segment operating earnings
$
82.5
25.8%
$
72.1
25.7%
$
10.4
Segment net sales of $319.8 million in the fourth quarter of 2016 increased $39.2 million, or 14.0%, from 2015 levels,
reflecting a $24.6 million, or 8.9%, organic sales gain and $19.1 million of acquisition-related sales, partially offset by $4.5
million of unfavorable foreign currency translation. The organic sales increase includes a double-digit gain in sales of
diagnostic and repair information products to independent repair shop owners and managers, a mid single-digit increase in
sales to OEM dealerships and a low single-digit gain in sales of undercar equipment.
2016 ANNUAL REPORT
37
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Segment gross profit of $153.0 million in the fourth quarter of 2016 compared to $131.0 million last year. Gross margin of
47.8% in the quarter improved 110 bps from 46.7% last year primarily due to benefits from higher sales and savings from
RCI initiatives.
Segment operating expenses of $70.5 million in the fourth quarter of 2016 compared to $58.9 million last year. The operating
expense margin of 22.0% increased 100 bps from 21.0% last year primarily due to 90 bps of impact from the Car-O-Liner
acquisition.
As a result of these factors, segment operating earnings of $82.5 million in the fourth quarter of 2016, including $1.7 million
of unfavorable foreign currency effects, increased $10.4 million from 2015 levels. Operating margin for the Repair Systems
& Information Group of 25.8% in the fourth quarter of 2016 improved 10 bps from 25.7% last year.
Financial Services
Fourth Quarter
(Amounts in millions)
Financial services revenue
Financial services expenses
Segment operating earnings
2016
2015
Change
$
$
74.2
100.0%
(22.6)
-30.5%
51.6
69.5%
$
$
63.1
100.0%
(18.1)
-28.7%
$
11.1
(4.5)
45.0
71.3%
$ 6.6
17.6%
-24.9%
14.7%
Financial services revenue of $74.2 million in the fourth quarter of 2016 increased $11.1 million, or 17.6%, from $63.1 million
last year primarily reflecting $9.6 million of higher revenue as a result of continued growth of the company’s financial services
portfolio and $1.3 million of increased revenue from higher average yields on finance receivables, partially offset by $0.1
million of lower revenue from lower average yields on contract receivables. In the fourth quarters of 2016 and 2015, the
respective average yield on finance receivables was 18.2% and 17.8%, and the respective average yield on contract
receivables was 9.3% and 9.5%. Originations of $260.3 million in the fourth quarter of 2016 increased $8.3 million, or 3.3%,
from 2015 levels.
f
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 financial services portfolio
than they are on the revenue of the segment. Financial services expenses of $22.6 million in the fourth quarter of 2016
increased from $18.1 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 1.3% and 1.2%
in the fourth quarters of 2016 and 2015, respectively.
Financial services operating earnings of $51.6 million in the fourth quarter of 2016, including $0.6 million of unfavorable
foreign currency effects, increased $6.6 million, or 14.7%, from 2015 levels.
See Note 1 and Note 3 to the Consolidated Financial Statements for further information on financial services.
Corporate
Snap-on’s fourth quarter 2016 general corporate expenses of $23.8 million increased $0.2 million from $23.6 million last
year primarily due to higher acquisition-related and other costs partially offset by $1.6 million of lower pension expense.
38
SNAP-ON INCORPORATED
2015 vs. 2014
Results of operations for 2015 and 2014 are as follows:
(Amounts in millions)
Net sales
Cost of goods sold
Gross profit
Operating expenses
2015
2014
Change
$ 3,352.8
100.0%
$ 3,277.7
100.0%
$
75.1
(1,704.5)
-50.8%
(1,693.4)
-51.7%
1,648.3
49.2%
1,584.3
48.3%
(1,053.7)
-31.5%
(1,048.7)
-32.0%
Operating earnings before financial services
594.6
17.7%
535.6
16.3%
Financial services revenue
Financial services expenses
240.3
100.0%
214.9
100.0%
(70.1)
-29.2%
(65.8)
-30.6%
Operating earnings from financial services
170.2
70.8%
149.1
69.4%
Operating earnings
Interest expense
Other income (expense) – net
764.8
21.3%
684.7
19.6%
(51.9)
(2.4)
-1.4%
-0.1%
(52.9)
-1.5%
(0.9)
–
Earnings before income taxes and equity earnings
710.5
19.8%
630.9
18.1%
2.3%
-0.7%
4.0%
-0.5%
11.0%
11.8%
-6.5%
14.2%
11.7%
1.9%
NM
12.6%
(11.1)
64.0
(5.0)
59.0
25.4
(4.3)
21.1
80.1
1.0
(1.5)
79.6
Income tax expense
(221.2)
-6.2%
(199.5)
-5.7%
(21.7)
-10.9%
Earnings before equity earnings
489.3
13.6%
431.4
12.4%
Equity earnings, net of tax
1.3
–
0.7
–
Net earnings
490.6
13.6%
432.1
12.4%
57.9
0.6
58.5
13.4%
NM
13.5%
Net earnings attributable to noncontrolling interests
(11.9)
-0.3%
(10.2)
-0.3%
(1.7)
-16.7%
Net earnings attributable to Snap-on Inc.
$
478.7
13.3%
$
421.9
12.1%
$
56.8
13.5%
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.
Snap-on’s 2015 fiscal year contained 52 weeks of operating results. Snap-on’s 2014 fiscal year contained 53 weeks of
operating results. The impact of the additional week of operations in fiscal 2014 was not material to Snap-on’s full year 2014
net sales or net earnings.
Net sales of $3,352.8 million in 2015 increased $75.1 million, or 2.3%, from 2014 levels, reflecting a $220.8 million, or 7.1%,
organic sales gain and $12.0 million of acquisition-related sales, partially offset by $157.7 million of unfavorable foreign
currency translation.
Gross profit of $1,648.3 million in 2015 compared to $1,584.3 million in 2014. Gross margin of 49.2% in 2015 improved 90
bps from 48.3% in 2014 primarily due to benefits from higher sales and savings from RCI initiatives, as well as 20 bps of
lower restructuring costs. Restructuring costs included in gross profit were zero and $5.7 million in 2015 and 2014,
respectively.
2016 ANNUAL REPORT
39
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Operating expenses of $1,053.7 million in 2015 compared to $1,048.7 million in 2014. The operating expense margin of
31.5% in 2015 improved 50 bps from 32.0% in 2014 primarily due to sales volume leverage and savings from RCI initiatives,
partially offset by 20 bps of higher pension expense. Restructuring costs included in operating expenses were zero and
$0.8 million in 2015 and 2014, respectively.
Operating earnings before financial services of $594.6 million in 2015, including $39.5 million of unfavorable foreign
currency effects, increased $59.0 million, or 11.0%, as compared to $535.6 million in 2014. As a percentage of net sales,
operating earnings before financial services of 17.7% in 2015 improved 140 bps from 16.3% in 2014.
Financial services revenue of $240.3 million in 2015 compared to revenue of $214.9 million in 2014. Financial services
operating earnings of $170.2 million in 2015, including $2.6 million of unfavorable foreign currency effects, increased $21.1
million, or 14.2%, as compared to $149.1 million in 2014. 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 $764.8 million in 2015, including $42.1 million of unfavorable foreign currency effects, increased
$80.1 million, or 11.7%, from $684.7 million in 2014. As a percentage of revenues, operating earnings of 21.3% in 2015
improved 170 bps from 19.6% in 2014.
Interest expense of $51.9 million in 2015 decreased $1.0 million from $52.9 million in 2014. See Note 9 to the Consolidated
Financial Statements for information on Snap-on’s debt and credit facilities.
Other income (expense) – net was expense of $2.4 million and $0.9 million in 2015 and 2014, respectively. See Note 16 to
the Consolidated Financial Statements for information on other income (expense) – net.
Snap-on’s effective income tax rate on earnings attributable to Snap-on was 31.7% in 2015 and 32.1% in 2014. See Note
8 to the Consolidated Financial Statements for information on income taxes.
Net earnings attributable to Snap-on of $478.7 million, or $8.10 per diluted share, in 2015 increased $56.8 million, or $0.96
per diluted share, from 2014 levels. Net earnings attributable to Snap-on in 2014 were $421.9 million or $7.14 per diluted
share.
Exit and Disposal Activities
Snap-on did not record any costs for exit and disposal activities in 2015; Snap-on recorded $6.5 million of costs for exit and
disposal activities in 2014. See Note 7 to the Consolidated Financial Statements for information on Snap-on’s exit and
disposal activities.
Segment Results
Commercial & Industrial Group
(Amounts in millions)
External net sales
Intersegment net sales
Segment net sales
Cost of goods sold
Gross profit
Operating expenses
2015
2014
Change
$
895.5
268.1
77.0%
23.0%
$
952.1
222.7
81.0%
19.0%
1,163.6
100.0%
1,174.8
100.0%
(717.1)
-61.6%
(725.1)
-61.7%
446.5
38.4%
449.7
38.3%
(277.1)
-23.8%
(291.1)
-24.8%
$
(56.6)
45.4
(11.2)
8.0
(3.2)
14.0
10.8
-5.9%
20.4%
-1.0%
1.1%
-0.7%
4.8%
6.8%
Segment operating earnings
$
169.4
14.6%
$
158.6
13.5%
$
Segment net sales of $1,163.6 million in 2015 decreased $11.2 million, or 1.0%, from 2014 levels, reflecting $75.3 million
of unfavorable foreign currency translation partially offset by a $64.1 million, or 5.8%, organic sales gain. The organic sales
increase primarily included a double-digit gain in the segment’s power tools operations and high single-digit increases from
both the segment’s European-based hand tools business and Asia/Pacific operations; sales to customers in critical
industries were essentially flat, as sales gains in several market segments were generally offset by lower sales to customers
in the oil and gas sector of our natural resources market segment.
40
SNAP-ON INCORPORATED
Segment gross profit of $446.5 million in 2015 compared to $449.7 million in 2014. Gross margin of 38.4% in 2015 improved
10 bps from 38.3% in 2014, as savings from RCI initiatives were partially offset by a shift in sales that included higher
volumes of lower gross margin products, including increased sales from the segment’s power tools and Asia/Pacific
operations. Restructuring costs included in gross profit were zero and $1.0 million in 2015 and 2014, respectively.
Segment operating expenses of $277.1 million in 2015 compared to $291.1 million in 2014. The operating expense margin
of 23.8% in 2015 improved 100 bps from 24.8% in 2014 primarily due to benefits from the sales shift noted above and a 20
bps gain from the sale of a former manufacturing facility. Restructuring costs included in operating expenses were zero and
$0.4 million in 2015 and 2014, respectively.
As a result of these factors, segment operating earnings of $169.4 million in 2015, including $7.7 million of unfavorable
foreign currency effects, increased $10.8 million from 2014 levels. Operating margin for the Commercial & Industrial Group
of 14.6% in 2015 improved 110 bps from 13.5% in 2014.
Snap-on Tools Group
(Amounts in millions)
Segment net sales
Cost of goods sold
Gross profit
Operating expenses
2015
2014
Change
$ 1,568.7
100.0%
$ 1,455.2
100.0%
$
113.5
(885.7)
-56.5%
(824.9)
-56.7%
683.0
43.5%
630.3
43.3%
(427.0)
-27.2%
(407.2)
-28.0%
(60.8)
52.7
(19.8)
7.8%
-7.4%
8.4%
-4.9%
Segment operating earnings
$
256.0
16.3%
$
223.1
15.3%
$
32.9
14.7%
Segment net sales of $1,568.7 million in 2015 increased $113.5 million, or 7.8%, from 2014 levels, reflecting a $154.2
million, or 10.9%, organic sales gain partially offset by $40.7 million of unfavorable foreign currency translation. The organic
sales increase included double-digit gains in both the company’s U.S. and international franchise operations.
Segment gross profit of $683.0 million in 2015 compared to $630.3 million in 2014. Gross margin of 43.5% in 2015 improved
20 bps from 43.3% in 2014 primarily due to benefits from higher sales and savings from RCI initiatives, partially offset by
90 bps of unfavorable foreign currency effects.
Segment operating expenses of $427.0 million in 2015 compared to $407.2 million in 2014. The operating expense margin
of 27.2% in 2015 improved 80 bps from 28.0% in 2014 primarily due to sales volume leverage.
As a result of these factors, segment operating earnings of $256.0 million in 2015, including $21.3 million of unfavorable
foreign currency effects, increased $32.9 million from 2014 levels. Operating margin for the Snap-on Tools Group of 16.3%
in 2015 improved 100 bps from 15.3% in 2014.
Repair Systems & Information Group
(Amounts in millions)
External net sales
Intersegment net sales
Segment net sales
Cost of goods sold
Gross profit
Operating expenses
2015
2014
Change
$
888.6
224.6
79.8%
20.2%
$
870.4
224.8
79.5%
20.5%
1,113.2
100.0%
1,095.2
100.0%
(594.4)
-53.4%
(590.9)
-54.0%
518.8
46.6%
504.3
46.0%
(245.4)
-22.0%
(253.1)
-23.1%
$
18.2
(0.2)
18.0
(3.5)
14.5
7.7
Segment operating earnings
$
273.4
24.6%
$
251.2
22.9%
$
22.2
2.1%
-0.1%
1.6%
-0.6%
2.9%
3.0%
8.8%
Segment net sales of $1,113.2 million in 2015 increased $18.0 million, or 1.6%, from 2014 levels, reflecting a $51.8 million, or
4.9%, organic sales gain and $12.0 million of acquisition-related sales, partially offset by $45.8 million of unfavorable foreign
currency translation. The organic sales increase primarily included mid single-digit gains in sales of undercar equipment, sales
to OEM dealerships, and sales of diagnostic and repair information products to independent repair shop owners and managers.
2016 ANNUAL REPORT
41
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Segment gross profit of $518.8 million in 2015 compared to $504.3 million in 2014. Gross margin of 46.6% in 2015 improved
60 bps from 46.0% in 2014 primarily due to contributions from higher sales and savings from RCI initiatives, and 40 bps of
lower restructuring costs. These gross margin improvements were partially offset by a shift in sales that included higher
volumes of lower gross margin products, including increased essential tool and facilitation sales to OEM dealerships.
Restructuring costs included in gross profit were zero and $4.7 million in 2015 and 2014, respectively.
Segment operating expenses of $245.4 million in 2015 compared to $253.1 million in 2014. The operating expense margin of
22.0% in 2015 improved 110 bps from 23.1% in 2014 primarily due to sales volume leverage, including benefits from the sales
shift noted above, and savings from RCI initiatives. Restructuring costs included in operating expenses were zero and $0.4
million in 2015 and 2014, respectively.
As a result of these factors, segment operating earnings of $273.4 million in 2015, including $10.5 million of unfavorable foreign
currency effects, increased $22.2 million from 2014 levels. Operating margin for the Repair Systems & Information Group of
24.6% in 2015 improved 170 bps from 22.9% in 2014.
Financial Services
(Amounts in millions)
Financial services revenue
Financial services expenses
Segment operating earnings
2015
2014
Change
$
$
240.3
(70.1)
170.2
100.0%
-29.2%
70.8%
$
$
214.9
(65.8)
149.1
100.0%
-30.6%
$
25.4
(4.3)
69.4%
$
21.1
11.8%
-6.5%
14.2%
Financial services revenue of $240.3 million in 2015 increased $25.4 million, or 11.8%, from $214.9 million in 2014 primarily
reflecting $23.0 million of higher revenue as a result of continued growth of the company’s financial services portfolio and
$2.2 million of increased revenue from higher average yields on finance receivables.
In 2015 and 2014, the average yield
on finance receivables was 17.8% and 17.6%, respectively, and the average yield on contract receivables was 9.5% in both
years. Originations of $993.7 million in 2015 increased $105.1 million, or 11.8%, from 2014 levels.
r
Financial services expenses of $70.1 million in 2015 compared to $65.8 million in 2014. As a percentage of the average
financial services portfolio, financial services expenses were 4.8% and 5.1% in 2015 and 2014, respectively.
Financial services operating earnings of $170.2 million in 2015, including $2.6 million of unfavorable foreign currency effects,
increased $21.1 million, or 14.2%, from 2014 levels.
See Note 1 to the Consolidated Financial Statements for further information on financial services.
Corporate
Snap-on’s general corporate expenses in 2015 of $104.2 million increased $6.9 million from $97.3 million in 2014 primarily
due to $7.9 million of higher pension expense.
f
42
SNAP-ON INCORPORATED
Non-GAAP Supplemental Data
The following non-GAAP supplemental data is presented for informational purposes to provide readers with insight into the
information used by management for assessing the operating performance of Snap-on Incorporated’s (“Snap-on”) non-
financial services (“Operations”) and “Financial Services” businesses.
The supplemental Operations data reflects the results of operations and financial position of Snap-on’s tools, diagnostic
and equipment products, software and other non-financial services operations with Financial Services on the equity method.
The supplemental Financial Services data reflects the results of operations and financial position of Snap-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 Consolidated Financial Statements.
f
Non-GAAP Supplemental Consolidating Data – Supplemental Statements of Earnings information for 2016, 2015 and 2014
is as follows:
(Amounts in millions)
Net sales
Cost of goods sold
Gross profit
Operating expenses
Operations*
Financial Services
2016
2015
2014
2016
2015
2014
$ 3,430.4
$ 3,352.8
$ 3,277.7
$
(1,720.8)
(1,704.5)
(1,693.4)
1,709.6
1,648.3
1,584.3
(1,054.1)
(1,053.7)
(1,048.7)
Operating earnings before financial services
655.5
594.6
535.6
Financial services revenue
Financial services expenses
Operating earnings from financial services
Operating earnings
Interest expense
Intersegment interest income (expense) – net
Other income (expense) – net
Earnings before income taxes
and equity earnings
Income tax expense
Earnings before equity earnings
Financial services – net earnings
attributable to Snap-on
Equity earnings, net of tax
Net earnings
Net earnings attributable to noncontrolling
–
–
–
655.5
(51.9)
72.2
(0.7)
675.1
(197.7)
477.4
79.7
2.5
559.6
–
–
–
594.6
(51.4)
62.7
(2.4)
603.5
(181.9)
421.6
67.7
1.3
490.6
–
–
–
535.6
(52.2)
56.7
(0.8)
539.3
(165.8)
373.5
57.9
0.7
432.1
–
–
–
–
–
281.4
(82.7)
198.7
198.7
(0.3)
(72.2)
0.1
126.3
(46.6)
79.7
–
–
$
–
–
–
–
–
$
–
–
–
–
–
240.3
(70.1)
170.2
170.2
(0.5)
(62.7)
–
107.0
(39.3)
67.7
–
–
214.9
(65.8)
149.1
149.1
(0.7)
(56.7)
(0.1)
91.6
(33.7)
57.9
–
–
79.7
67.7
57.9
interests
(13.2)
(11.9)
(10.2)
–
–
–
Net earnings attributable to Snap-on $
546.4
$
478.7
$
421.9
$
79.7
$
67.7
$
57.9
2016 ANNUAL REPORT
43
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Non-GAAP Supplemental Consolidating Data – Supplemental Balance Sheet Information as of 2016 and 2015 year end is
as follows:
(Amounts in millions)
ASSETS
Current assets:
Cash and cash equivalents
Intersegment receivables
Trade and other accounts receivable – net
Finance receivables – net
Contract receivables – net
Inventories – net
Prepaid expenses and other assets
Total current assets
Property and equipment – net
Investment in Financial Services
Deferred income tax assets
Intersegment long-term notes receivable
Long-term finance receivables – net
Long-term contract receivables – net
Goodwill
Other intangibles – net
Other assets
Total assets
* Snap-on with Financial Services on the equity method.
Operations*
Financial Services
2016
2015
2016
2015
$
$
77.5
15.0
598.2
–
7.9
530.5
122.4
$
92.7
15.9
562.2
–
8.0
497.8
111.5
1,351.5
1,288.1
423.8
288.7
49.1
584.7
–
11.2
895.5
184.6
47.9
412.1
251.8
40.6
398.7
–
12.1
790.1
195.0
49.9
0.1
–
0.6
472.5
80.2
–
1.1
554.5
1.4
–
23.7
–
934.5
275.5
–
–
0.1
$
0.1
–
0.3
447.3
74.1
–
1.2
523.0
1.4
–
19.8
–
772.7
254.5
–
–
1.0
$ 3,837.0
$ 3,438.4
$ 1,789.7
$ 1,572.4
44
SNAP-ON INCORPORATED
Non-GAAP Supplemental Consolidating Data – Supplemental Balance Sheet Information (continued):
(Amounts in millions)
LIABILITIES AND EQUITY
Current liabilities:
Notes payable and current maturities of
long-term debt
Accounts payable
Intersegment payables
Accrued benefits
Accrued compensation
Franchisee deposits
Other accrued liabilities
Total current liabilities
Long-term debt and intersegment long-term debt
Deferred income tax liabilities
Retiree health care benefits
Pension liabilities
Other long-term liabilities
Total liabilities
Total shareholders’ equity attributable to Snap-on
Noncontrolling interests
Total equity
Total liabilities and equity
* Snap-on with Financial Services on the equity method.
Operations*
Financial Services
2016
2015
2016
2015
$
151.4
$
18.4
$
150.0
$
170.3
–
52.8
85.7
66.7
292.1
819.0
–
13.1
36.7
246.5
86.5
148.2
–
52.1
86.9
64.4
277.4
647.4
–
14.1
37.9
227.8
80.5
1,201.8
1,007.7
2,617.2
18.0
2,635.2
2,412.7
18.0
2,430.7
0.6
15.0
–
4.1
–
22.8
192.5
–
0.1
15.9
–
4.1
–
25.0
45.1
1,293.5
1,260.4
–
–
–
15.0
1,501.0
288.7
–
288.7
0.2
–
–
14.9
1,320.6
251.8
–
251.8
$ 3,837.0
$ 3,438.4
$ 1,789.7
$ 1,572.4
2016 ANNUAL REPORT
45
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
January 17, 2017, Snap-on repaid $150 million of unsecured 5.50% notes (the “2017 Notes”) upon maturity with available cash
and cash generated from issuances 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 payments (including the January 15, 2018 repayment of $250 million of unsecured
4.25% notes at maturity (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, as they arise.
Due to Snap-on’s credit rating over the years, external funds have been available at an acceptable cost. As of the close of
business on February 3, 2017, Snap-on’s long-term debt and commercial paper were rated, respectively, A3 and P-2 by Moody’s
Investors Service; A- and A-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 Consolidated Balance Sheets.
As of 2016 year end, working capital (current assets less current liabilities) of $894.5 million decreased $224.1 million from
$1,118.6 million as of 2015 year end primarily as a result of the inclusion of the 2017 Notes and $130 million of outstanding
commercial paper borrowings in “Notes payable and current maturities of long-term debt,” partially offset by the other net
changes in working capital discussed below. As of 2015 year end, the 2017 Notes were included in “Long-term debt” on the
accompanying Consolidated Balance Sheet as their scheduled maturity was in excess of one year of the 2015 year-end balance
sheet date.
The following represents the company’s working capital position as of 2016 and 2015 year end:
(Amounts in millions)
Cash and cash equivalents
Trade and other accounts receivable – net
Finance receivables – net
Contract receivables – net
Inventories – net
Prepaid expenses and other assets
Total current assets
Notes payable and current maturities of long-term debt
Accounts payable
Other current liabilities
Total current liabilities
Working capital
2016
77.6
598.8
472.5
88.1
530.5
116.5
1,884.0
(301.4)
(170.9)
(517.2)
(989.5)
894.5
$
$
$
2015
92.8
562.5
447.3
82.1
497.8
106.3
1,788.8
(18.4)
(148.3)
(503.5)
(670.2)
$ 1,118.6
Cash and cash equivalents of $77.6 million as of 2016 year end decreased $15.2 million from 2
015 year-end levels primarily
due to (i) the funding of $915.0 million of new finance receivables; (ii) the funding of $160.4 million, net of cash acquired, for ther
acquisitions of Car-O-Liner and Sturtevant Richmont; (iii) dividend payments to shareholders of $147.5 million; (iv) the
repurchase of 758,000 shares of the company’s common stock for $120.4 million; and (v) the funding of $74.3 million of capital
expenditures. These decreases in cash and cash equivalents were partially offset by (i) $671.7 million of cash from collections
of finance receivables; (ii) $576.1 million of cash generated from operations, net of $60.0 million of discretionary cash
contributions to the company’s domestic pension plans; (iii) $134.2 million of net proceeds from notes payable and other short-
term borrowings; and (iv) $41.8 million of cash proceeds from stock purchase and option plan exercises.
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46
SNAP-ON INCORPORATED
Of the $77.6 million of cash and cash equivalents as of 2016 year end, $59.0 million was held outside of the United States.
Snap-on maintains non-U.S. funds in its foreign operations to (i) provide adequate working capital; (ii) satisfy various
regulatory requirements; and/or (iii) take advantage of business expansion opportunities as they arise. The repatriation of
cash from certain foreign subsidiaries could have adverse net tax consequences on the company should Snap-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.
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Trade and other accounts receivable – net of $598.8 million as of 2016 year end increased $36.3 million from 2015 year-
end levels primarily due to higher sales and an increase in days sales outstanding, and $21.5 million of receivables related
to the Car-O-Liner and Sturtevant Richmont acquisitions, partially offset by $13.8 million of foreign currency translation.
Days sales outstanding (trade and other accounts receivable – net as of the respective period end, divided by the respective
trailing 12 months sales, times 360 days) was 63 days at 2016 year end and 60 days at 2015 year end.
The current portions of net finance and contract receivables of $560.6 million as of 2016 year end compared to $529.4
million at 2015 year end. The long-term portions of net finance and contract receivables of $1,221.2 million as of 2016 year
end compared to $1,039.3 million at 2015 year end. The combined $213.1 million increase in net current and long-term
finance and contract receivables over 2015 year-end levels is primarily due to continued growth of the company’s financial
services portfolio, partially offset by $15.1 million of foreign currency translation.
Inventories – net of $530.5 million as of 2016 year end increased $32.7 million from 2015 year-end levels primarily due to
$21.5 million of inventories related to the Car-O-Liner and Sturtevant Richmont acquisitions, as well as to support continued
higher customer demand and new product introductions, partially offset by $17.8 million of foreign currency translation. As
of 2016 and 2015 year end, 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 3.3 turns and 3.5 turns, respectively. Inventories accounted
for using the first-in, first-out (“FIFO”) method as of 2016 and 2015 year end approximated 59% and 57%, respectively, of
total inventories. All other inventories are accounted for using the last-in, first-out (“LIFO”) method. The company’s LIFO
reserve was $73.2 million and $73.3 million as 2016 and 2015 year end, respectively.
f
Notes payable and current maturities of long-term debt of $301.4 million as of 2016 year end consisted of $150 million of
the 2017 Notes, $130 million of commercial paper borrowings and $21.4 million of other notes. Notes payable at 2015 year
end totaled $18.4 million and there were no commercial paper borrowings outstanding. As of 2015 year end, the 2017
Notes were included in “Long-term debt” on the accompanying Consolidated Balance Sheet as their scheduled maturity
was in excess of one year of the 2015 year-end balance sheet date.
Average notes payable outstanding, including commercial paper borrowings, were $49.3 million and $78.5 million in 2016
and 2015, respectively. The weighted-average interest rate of 7.09% in 2016 increased from 4.36% last year primarily due
to higher interest rates on local borrowings in emerging growth markets (where interest rates are generally higher). Average
commercial paper borrowings were $26.6 million and $52.2 million in 2016 and 2015, respectively, and the weighted-
average interest rate of 0.73% in 2016 increased from 0.41% last year. At 2016 year end, the weighted-average interest
rate on outstanding notes payable of 2.85% compared with 15.82% at 2015 year end. The 2016 year-end rate benefited
from lower interest rates on commercial paper borrowings. The 2015 year-end rate reflected higher rates on local
borrowings in emerging growth markets; no commercial paper was outstanding at 2015 year end.
Accounts payable of $170.9 million as of 2016 year end increased $22.6 million from 2015 year-end levels primarily due to
the timing of payments and $10.9 million of accounts payable related to the Car-O-Liner and Sturtevant Richmont
acquisitions, partially offset by $3.8 million of foreign currency translation.
Other accrued liabilities of $307.9 million as of 2016 year end increased $11.9 million from 2015 year-end levels primarily
due to a $7.6 million increase in derivative liabilities and $6.4 million of other accrued liabilities related to the Car-O-Liner
and Sturtevant Richmont acquisitions, partially offset by $8.3 million of foreign currency translation.
2016 ANNUAL REPORT
47
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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% notes that mature in 2019; (iii) $250 million of unsecured 6.125% notes that mature in 2021; and (iv) $8.8
million of other long-term debt, including fair value adjustments related to interest rate swaps. As of 2016 year end, the
2018 Notes were included in “Long-term debt” on the accompanying Consolidated Balance Sheet as their scheduled
maturity was in excess of one year of the 2016 year-end balance sheet date.
f
f
Snap-on has a five-year, $700 million multi-currency revolving credit facility that terminates on December 15, 2020 (the
“Credit Facility”); as of December 31, 2016, no amounts were outstanding under the Credit Facility. Borrowings under the
Credit Facility bear interest at varying rates based on Snap-on’s then-current, long-term debt ratings. The Credit Facility’s
financial covenant requires that Snap-on maintain, as of each fiscal quarter end, either (i) a ratio not greater than 0.60 to
1.00 of consolidated net debt (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 2016 year end,
the company’s actual ratios of 0.24 and 1.02, 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 as back-up liquidity to support such commercial paper issuances.
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Snap-on’s Credit Facility and other debt agreements also contain certain usual and customary borrowing, affirmative,
negative and maintenance covenants. As of 2016 year end, Snap-on was in compliance with all covenants of its Credit
Facility and other debt agreements.
f
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. Snap-on manages its aggregate short-term borrowings
so as not to exceed its availability under the revolving Credit Facility. Snap-on be
lieves that it can access short-term debt
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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
in 2017. Near-term liquidity requirements for Snap-on include scheduled debt payments (including the repayment of the
2018 Notes; as noted above, the 2017 Notes were repaid on January 17, 2017), 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, as they arise. Snap-on intends to make contributions
of $7.1 million to its foreign pension plans and $2.3 million to its domestic pension plans in 2017, as required by law.
Depending on market and other conditions, Snap-on may make discretionary cash contributions to its pension plans in
2017.
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Snap-on’s long-term financing strategy is to maintain continuous access to the debt markets to accommodate its liquidity
needs, including the use of commercial paper, additional fixed-term debt and/or securitizations.
The following discussion focuses on information included in the accompanying Consolidated Statements of Cash Flows.
Operating Activities
Net cash provided by operating activities of $576.1 million in 2016 increased $68.9 million from $507.2 million in 2015
primarily due to $69.0 million of higher net earnings. Net cash provided by operating activities was $403.1 million in 2014.
Depreciation expense was $61.4 million in 2016, $57.8 million in 2015 and $54.8 million in 2014. Amortization expense
was $24.2 million in 2016 and $24.7 million in both 2015 and 2014. See Note 6 to the Consolidated Financial Statements
for information on goodwill and other intangible assets.
48
SNAP-ON INCORPORATED
Investing Activities
Net cash used by investing activities of $473.4 million in 2016 included additions to finance receivables of $915.0 million,
partially offset by collections of $671.7 million. Net cash used by investing activities of $306.4 million in 2015 included
additions to finance receivables of $844.2 million, partially offset by collections of $624.8 million. Net cash used by investing
activities of $273.2 million in 2014 included additions to finance receivables of $746.2 million, partially offset by collections
of $591.4 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 2016 also included, on a preliminary basis, a total of $160.4 million (net of $4.3
million of cash acquired) for the acquisitions of Car-O-Liner and Sturtevant Richmont. Net cash used by investing activities
in 2015 included $11.8 million for the acquisition of Ecotechnics. Net cash used by investing activities in 2014 included
$41.3 million for the acquisition of Pro-Cut. See Note 2 to the Consolidated Financial Statements for information on
acquisitions.
Capital expenditures in 2016, 2015 and 2014 totaled $74.3 million, $80.4 million and $80.6 million, respectively. Capital
expenditures in all three years included continued investments related to the company’s execution of its strategic Value
Creation Processes and strategic growth initiatives. The company also invested in (i) new product, efficiency, safety and
cost reduction initiatives that are intended to expand and improve its manufacturing capabilities worldwide; (ii) new
production and machine tooling to enhance manufacturing operations, as well as ongoing replacements of manufacturing
and distribution equipment, particularly in the United States; (iii) the ongoing replacement and enhancement of the
company’s global enterprise resource planning (ERP) management information systems; and (iv) improvements in the
company’s corporate headquarters and research and development facilities in Kenosha, Wisconsin. Capital expenditures
in 2015 also included the purchase of a previously leased manufacturing facility in the United Kingdom. Snap-on believes
that its cash generated from operations, as well as its available cash on hand and funds available from its credit facilities
will be sufficient to fund the company’s capital expenditure requirements in 2017.
Financing Activities
Net cash used by financing activities of $116.0 million in 2016 included $134.2 million of proceeds from a net increase in
notes payable and other short-term borrowings. Net cash used by financing activities of $236.7 million in 2015 included the
net repayment of $34.0 million of notes payable and other short-term borrowings. Net cash used by financing activities of
$212.1 million in 2014 included the repayment of $100 million of unsecured notes at maturity, partially offset by $45.0 million
of proceeds from a net increase in notes payable and other short-term borrowings.
Proceeds from stock purchase and option plan exercises totaled $41.8 million in 2016, $41.6 million in 2015 and $33.0
million in 2014. Snap-on has undertaken stock repurchases from time to time to offset dilution created by shares issued for
employee and franchisee stock purchase plans, stock options and other corporate purposes. In 2016, Snap-on repurchased
758,000 shares of its common stock for $120.4 million under its previously announced share repurchase programs. As of
2016 year end, Snap-on had remaining availability to repurchase up to an additional $207.2 million in common stock
pursuant to its Board of Directors’ (the “Board”) authorizations. The purchase of Snap-on common stock is at the company’s
discretion, subject to prevailing financial and market conditions. Snap-on repurchased 723,000 shares of its common stock
for $110.4 million in 2015 and Snap-on repurchased 680,000 shares of its common stock for $79.3 million in 2014. 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 share repurchases, if any, in 2017.
2016 ANNUAL REPORT
49
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Snap-on has paid consecutive quarterly cash dividends, without interruption or reduction, since 1939. Cash dividends paid
in 2016, 2015 and 2014 totaled $147.5 million, $127.9 million and $107.6 million, respectively. On November 3, 2016, the
company announced that its Board increased the quarterly cash dividend by 16.4% to $0.71 per share ($2.84 per share
annualized). Quarterly dividends in 2016 were $0.71 per share in the fourth quarter and $0.61 per share in the first three
quarters ($2.54 per share for the year). Quarterly dividends in 2015 were $0.61 per share in the fourth quarter and $0.53
per share in the first three quarters ($2.20 per share for the year). Quarterly dividends in 2014 were $0.53 per share in the
fourth quarter and $0.44 per share in the first three quarters ($1.85 per share for the year).
Cash dividends paid per common share
Cash dividends paid as a percent of prior-year
retained earnings
2016
2.54
$
2015
2.20
$
2014
$
1.85
4.9%
4.8%
4.6%
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 2017.
Off-Balance-Sheet Arrangements
Except as included below in the section labeled “Contractual Obligations and Commitments” and Note 15 to the
Consolidated Financial Statements, the company had no off-balance-sheet arrangements as of 2016 year end.
Contractual Obligations and Commitments
A summary of Snap-on’s future contractual obligations and commitments as of 2016 year end are as follows:
(Amounts in millions)
Contractual obligations:
Notes payable and current
maturities of long-term debt
Long-term debt
Interest on fixed rate debt
Operating leases
Capital leases
Purchase obligations
Total
Total
2017
2018 – 2019
2020 – 2021
$
301.4
708.8
111.9
81.5
20.2
54.0
$ 1,277.8
$
$
301.4
–
39.7
23.0
3.7
45.8
413.6
$
$
–
450.0
46.6
32.2
6.2
8.2
543.2
$
$
–
258.8
25.6
15.8
4.7
–
304.9
2022 and
thereafter
$
$
–
–
–
10.5
5.6
–
16.1
On January 17, 2017, Snap-on repaid the 2017 Notes (included in the table above) upon maturity with available cash and cash
generated from issuances of commercial paper.
Snap-on intends to make contributions of $7.1 million to its foreign pension plans and $2.3 million to its domestic pension
plans in 2017, as required by law. Depending on market and other conditions, Snap-on may make discretionary cash
contributions to its pension plans in 2017. Snap-on has not presented estimated pension and postretirement funding
contributions in the table above as the funding can vary from year to year based on changes in the fair value of the plan
assets and actuarial assumptions; see Note 11 and Note 12 to the Consolidated Financial Statements for information on the
company's benefit plans and payments.
Due to the uncertainty of the timing of settlements with taxing authorities, Snap-on is unable to make reasonably reliable
estimates of the period of cash settlement of unrecognized tax benefits for its remaining uncertain tax liabilities. As a result,
$9.4 million of unrecognized tax benefits have been excluded from the table above; see Note 8 to the Consolidated Financial
Statements for information on income taxes.
50
SNAP-ON INCORPORATED
Environmental Matters
Snap-on is subject to various federal, state and local government requirements regulating the discharge of materials into
the environment or otherwise relating to the protection of the environment. Snap-on’s policy is to comply with these
requirements and the company believes that, as a general matter, its policies, practices and procedures are properly
designed to prevent unreasonable risk of environmental damage, and of resulting financial liability, in connection with its
business. Some risk of environmental damage is, however, inherent in some of Snap-on’s operations and products, as it is
with other companies engaged in similar businesses.
Snap-on is and has been engaged in the handling, manufacture, use and disposal of many substances classified as
hazardous or toxic by one or more regulatory agencies. Snap-on believes that, as a general matter, its handling,
manufacture, use and disposal of these substances are in accordance with environmental laws and regulations. It is
possible, however, that future knowledge or other developments, such as improved capability to detect substances in the
environment or increasingly strict environmental laws and standards and enforcement policies, could bring into question
the company’s handling, manufacture, use or disposal of these substances.
New Accounting Standards
See Note 1 to the Consolidated Financial Statements for information on new accounting standards.
Critical Accounting Policies and Estimates
The Consolidated Financial Statements and related notes contain information that is pertinent to management’s discussion
and analysis. The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America (“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. These estimates are generally based on historical experience,
current conditions and on various other assumptions that are believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available
from other sources, as well as identifying and assessing our accounting treatment with respect to commitments and
contingencies. Actual results could differ from those estimates.
In addition to the company’s significant accounting policies described in Note 1 to the Consolidated Financial Statements,
Snap-on considers the following policies and estimates to be the most critical in understanding the judgments that are involved
in the preparation of the company’s consolidated financial statements and the uncertainties that could impact the company’s
financial position, results of operations and cash flows.
Impairment of Goodwill and Other Indefinite-lived Intangible Assets: Goodwill and other indefinite-lived intangible assets
are tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might
be impaired. Annual impairment tests are performed by the company in the second quarter of each year using information
available as of fiscal April month end.
Snap-on evaluates the recoverability of goodwill by estimating the future discounted cash flows of the businesses to which
the goodwill relates. Estimated cash flows and related goodwill are grouped at the reporting unit level. The company has
determined that its reporting units for testing goodwill impairment are its operating segments or components of an operating
segment that constitute a business for which discrete financial information is available and for which segment management
regularly reviews the operating results. Within its four reportable operating segments, the company has identified 11
reporting units.
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2016 ANNUAL REPORT
51
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Snap-on evaluates the recoverability of goodwill by utilizing an income approach that estimates the fair value of the future
discounted cash flows of the reporting units to which the goodwill relates. The future projections, which are based on both
past performance and the projections and assumptions used in the company’s operating plans, are subject to change as a
result of changing economic and competitive conditions. This approach reflects management’s internal outlook at the
reporting units, which management believes provides the best determination of value due to management’s insight and
experience with the reporting units. Significant estimates used by management in the discounted cash flows methodology
include estimates of future cash flows based on expected growth rates, price increases, working capital levels, expected
benefits from RCI initiatives, and a weighted-average cost of capital that reflects the specific risk profile of the reporting unit
being tested. The company’s methodologies for valuing goodwill are applied consistently on a year-over-year basis; the
assumptions used in performing the second quarter 2016 impairment calculations were evaluated in light of then-current
market and business conditions. Snap-on continues to believe that the future discounted cash flow valuation model provides
the most reasonable and meaningful fair value estimate based upon the reporting units’ projections of future operating
results and cash flows and replicates how market participants would value the company’s reporting units in an orderly
transaction.
In the event the fair value of a reporting unit is less than the carrying value, including goodwill, the company would then
perform an additional assessment that would compare the implied fair value of goodwill with the carrying amount of goodwill.
The determination of implied fair value of goodwill would require management to compare the estimated fair value of the
reporting unit to the estimated fair value of the assets and liabilities of the reporting unit; if necessary, the company may
consult with valuation specialists to assist with the assessment of the estimated fair value of the assets and liabilities of the
reporting unit. If the implied fair value of the goodwill is less than the carrying value, an impairment loss would be recorded.
f
f
arks by utilizing an income approach that estimates
Snap-on also evaluates the recoverability of its indefinite-lived tradem
the fair value of the future discounted cash flows of each of its trademarks. The future projections, which are based on both
past performance and the projections and assumptions used in the company’s operating plans, are subject to change as a
result of changing economic and competitive conditions. Significant estimates used by management in the discounted cash
flows methodology include estimates of future cash flows based on expected growth and royalty rates, expected synergies,
and a weighted-average cost of capital that reflects the specific risk profile of the trademark being tested. The company’s
methodologies for valuing trademarks are applied consistently on a year-over-year basis; the assumptions used in
performing the second quarter 2016 impairment calculations were evaluated in light of then-current market and business
conditions. Snap-on continues to believe that the future discounted cash flow valuation model provides the most reasonable
and meaningful fair value estimate based upon the trademarks’ projected future cash flows and replicates how market
participants would value the company’s trademarks in an orderly transaction.
Inherent in fair value determinations are significant judgments and estimates, including material assumptions about future
revenue, profitability and cash flows, the company’s operational plans and its interpretation of current economic indicators.
Should the operations of the businesses with which goodwill or other indefinite-lived intangible assets are associated incur
significant 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, some or all of the recorded goodwill or other indefinite-lived intangible assets could be subject
to impairment and could result in a material adverse effect on Snap-on’s financial position or results of operations.
Snap-on completed its annual impairment testing of goodwill and other indefinite-lived intangible assets in the second
quarter of 2016, the results of which did not result in any impairment. As of 2016 year end, the company has no accumulated
impairment losses. Although the company consistently uses the same methods in developing the assumptions and
estimates underlying the fair value calculations, such estimates are uncertain by nature and can vary from actual results. In
performing its annual impairment testing the company performed a sensitivity analysis on the material assumptions used in
the discounted cash flow valuation models for each of its 11 reporting units. Based on the company’s second quarter 2016
impairment testing and assuming a hypothetical 10% decrease in the estimated fair values of each of its 11 reporting units,
the hypothetical fair value of each of the company’s 11 reporting units would have been greater than its carrying value. See
Note 6 to the Consolidated Financial Statements for further information about goodwill and other intangible assets.
52
SNAP-ON INCORPORATED
Pension Benefits: The pension benefit obligation and related pension expense are calculated in accordance with GAAP and
are impacted by certain actuarial assumptions. Changes in these assumptions are primarily influenced by factors outside
of Snap-on’s control, such as changes in economic conditions, and can have a significant effect on the amounts reported
in the financial statements. Snap-on believes that the two most critical assumptions are (i) the expected return on plan
assets; and (ii) the assumed discount rate.
Snap-on’s domestic pension plans have a long-term investment horizon and a total return strategy that emphasizes a capital
growth objective. In 2016, the long-term investment performance objective for Snap-on’s domestic plans’ assets was to
achieve net of expense returns that met or exceeded the 7.6% domestic expected return on plan assets assumption.
Snap-on uses a three-year, market-related value asset method of amortizing the difference between actual and expected
returns on its domestic plans’ assets. As of 2016 year end, Snap-on’s domestic pension plans’ assets comprised
approximately 86% of the company’s worldwide pension plan assets.
Based on forward-looking capital market expectations, Snap-on selected an expected return on plan assets assumption for
its U.S. pension plans of 7.5%, a decrease of 10 bps from 2016, to be used in determining pension expense for 2017. In
estimating the domestic expected return on plan assets, Snap-on utilizes a nominal returns forecasting method. For each
asset class, future returns are estimated by identifying the premium of riskier asset classes over lower risk alternatives. Th
e
methodology constructs expected returns using a “building block” approach to the individual components of total return.
These forecasts are stated in both nominal and real (after inflation) terms. This process first considers the long-term
historical return premium based on the longest set of data available for each asset class. These premiums, calculated
using the geometric mean, are then adjusted based on current relative valuation levels, macro-economic conditions, and
the expected alpha related to active investment management. The asset return assumption is also adjusted by an implicit
expense load for estimated administrative and investment-related expenses. Since asset allocation is a key determinant of
expected investment returns, the current and expected mix of plan assets are also considered when setting the assumption.
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Pension expense increases as the expected rate of return on plan assets decreases. Lowering the expected rate of return
assumption for Snap-on’s domestic pension plans’ assets by 50 bps would have increased Snap-on’s 2016 domestic
pension expense by approximately $4.7 million.
The objective of Snap-on’s discount rate assumption is to reflect the rate at which the pension benefits could be effectively
settled. In making this determination, the company takes into account the timing and amount of benefits that would be
available under the plans. The domestic discount rate as of 2016 and 2015 year end was selected based on a cash flow
matching methodology developed by the company’s outside actuaries and which incorporates a review of current economic
conditions. This methodology matches the plans’ yearly projected cash flows for benefits and service costs to those of
hypothetical bond portfolios using high-quality, AA rated or better, corporate bonds from either Moody’s Investors Service
or Standard & Poor’s credit rating agencies available at the measurement date. This technique calculates bond portfolios
that produce adequate cash flows to pay the plans’ projected yearly benefits and then selects the portfolio with the highest
yield and uses that yield as the recommended discount rate.
The selection of the 4.5% weighted-average discount rate for Snap-on’s domestic pension plans as of 2016 year end
(compared to 4.7% as of 2015 year end) represents the single rate that produces the same present value of cash flows as
the estimated benefit plan payments. Lowering Snap-on’s domestic discount rate assumption by 50 bps would have
increased Snap-on’s 2016 domestic pension expense and projected benefit obligation by approximately $6.7 million and
$65.3 million, respectively. As of 2016 year end, Snap-on’s domestic projected benefit obligation comprised approximately
83% of Snap-on’s worldwide projected benefit obligation. The weighted-average discount rate for Snap-on’s foreign pension
plans of 2.9% (compared to 3.7% as of 2015 year end) represents the single rate that produces the same present value of
cash flows as the estimated benefit plan payments. Lowering Snap-on’s foreign discount rate assumption by 50 bps would
have increased Snap-on’s 2016 foreign pension expense and projected benefit obligation by approximately $1.7 million and
$23.4 million, respectively.
Actuarial gains and losses in excess of 10 percent of the greater of the projected benefit obligation or market-related value
of assets are amortized on a straight-line basis over the average remaining service period of active participants or over the
average remaining life expectancy for plans with primarily inactive participants. Prior service costs and credits resulting from
plan amendments are amortized in equal annual amounts over the average remaining service period of active participants
or over the average remaining life expectancy for plans with primarily inactive participants.
2016 ANNUAL REPORT
53
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
To determine the 2017 net periodic benefit cost, Snap-on is using weighted-average discount rates for its domestic and
foreign pension plans of 4.5% and 2.9%, respectively, and an expected return on plan assets for its domestic pension plans
of 7.5%. The expected returns on plan assets for foreign pension plans ranged from 1.8% and 6.3% as of 2016 year end.
The net change in these two key assumptions from those used in 2016 is expected to increase pension expense in 2017.
Other factors, such as changes in plan demographics and discretionary contributions, may further increase or decrease
pension expense in 2017. See Note 11 to the Consolidated Financial Statements for further information on pension plans.
Allowances for Doubtful Accounts on Finance and Contract Receivables: The allowances for doubtful accounts on finance
and contract receivables are maintained at levels management believes are adequate to cover probable losses inherent in
Snap-on’s finance and contract receivables portfolios as of the measurement date. The allowances represent
management’s estimate of the losses inherent in the company’s receivables portfolios based on ongoing assessments and
evaluations of collectability and historical loss experience. Determination of the proper level of allowances by portfolio
requires management to exercise significant judgment about the timing, frequency and severity of losses that could
materially affect the provision for doubtful accounts and, as a result, net earnings. The allowances take into consideration
numerous quantitative and qualitative factors that include receivable type, historical loss experience, loss migration,
delinquency trends, collection experience, current economic conditions and credit risk characteristics. Some of these factors
are influenced by items such as the customers’ financial condition, debt-servicing ability, past payment experience, and
credit bureau and proprietary Snap-on credit model information, as well as the value of the underlying collateral. Changes
in economic conditions and assumptions, including the resulting credit quality metrics relative to the performance of the
finance and contract receivables portfolios, create uncertainty and could result in changes to both the allowances and
provisions for doubtful accounts.
Management utilizes established policies and procedures in an effort to ensure the estimates and assumptions are well
controlled, reviewed and consistently applied. As of December 31, 2016, the ratios of the allowances for doubtful accounts
to finance and contract receivables (the “allowance ratios”) were 3.34% and 1.03%, respectively. As of January 2, 2016,
the respective allowance ratios were 3.04% and 1.25%. While management believes it exercises prudent judgment and
applies reasonable assumptions in establishing its estimates for allowances for finance and contract receivables, there can
be no assurance that changes in economic conditions or other factors would not adversely impact the financial health of
our customers and result in changes to the estimates used in the allowance calculations. For reference, a 100 bps increase
in the allowance ratios for both finance and contract receivables as of December 31, 2016, would have increased Snap-on’s
2016 provision expense and related allowances for doubtful accounts by approximately $14.6 million and $3.8 million,
respectively.
For additional information on Snap-on’s allowances for doubtful accounts, see Note 1 and Note 3 to the Consolidated
Financial Statements.
Outlook
Snap-on expects to make continued progress in 2017 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 2017 will be in a range of $80 million to $90 million. Snap-on also anticipates that its full year 2017 effective
income tax rate will be comparable to its 2016 full year rate.
54
SNAP-ON INCORPORATED
Item 7A: 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 recent
weakening of the British pound vis-à-vis the U.S. dollar following the United Kingdom’s referendum vote to exit from the
European Union. 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 that Snap-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 10 to the 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
of Snap-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 10
to the Consolidated Financial Statements for information on interest rate risk management.
Snap-on utilizes a Value-at-Risk (“VAR”) model to determine the potential one-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/co-variance technique). These
inter-relationships were determined by observing interest rate and foreign currency market changes over the preceding
quarter.
The estimated maximum potential one-day loss in fair value, calculated using the VAR model, as of 2016 and 2015 year end
was $0.4 million and $0.6 million, respectively, on interest rate-sensitive financial instruments, and $0.8 million and $0.5 million,
respectively, on foreign currency-sensitive financial instruments. The VAR model is a risk management tool and does not purport rr
to represent actual losses in fair value that will be incurred by Snap-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 potential mark-to-market effect on stock-based
deferred compensation from changes in Snap-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 such mark-to-market changes. See
Note 10 to the Consolidated Financial Statements for additional information on stock-based deferred compensation risk
management.
2016 ANNUAL REPORT
55
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.
ff
Counterparty Risk
Snap-on is exposed to credit losses in the event of non-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 of A- or better. Snap-on does not anti
cipate non-performance by its
r
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 will be monitoring the potential effects of the United
Kingdom’s referendum vote to exit from the European Union, although it is too soon to know what effects the results of the
referendum will 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.
Commodity Risk
Snap-on is a purchaser of certain commodities such as steel, natural gas and electricity. The company is also a purchaser
of components and parts that are integrated into the company’s end products, as well as the purchaser of certain finished goods,
all of which may contain various commodities including steel, aluminum, nickel, copper and others. Snap-on’s supply of raw
materials and purchased components are generally and readily available from numerous suppliers.
The principal raw material used in the manufacture of the company’s products is steel, which the company purchases in
competitive, price-sensitive markets. To meet Snap-on’s high quality standards, the company’s steel needs range from
specialized alloys, which are available only from a limited group of approved suppliers, to commodity types of alloys. These
raw materials have historically exhibited price and demand cyclicality. Some of these materials have been, and in the future
may be, in short supply, particularly in the event of mill shutdowns or production cut backs. As some steel alloys require
specialized manufacturing procedures, Snap-on could experience inventory shortages if it were required to use an
alternative manufacturer on short notice. Additionally, unexpected price increases for raw materials could result in higher
prices to Snap-on’s customers or an erosion of the margins on its products.
Snap-on believes its ability to sell product is also dependent on the number of vehicles on the road, the number of miles
driven and the general aging of vehicles. These factors affect the frequency, type and amount of service and repair
performed on vehicles by technicians, and therefore affect the demand for the number of technicians, the prosperity of the
technicians and, consequently, the demand technicians have for the company’s tools, other products and services, and the
value technicians place on those products and services. The use of other methods of transportation, including more frequent
use of public transportation, could result in a decrease in the use of privately operated vehicles. A decrease in the use of
privately operated vehicles may lead to fewer repairs and less demand for the company’s products.
To the extent that commodity prices increase and the company does not have firm pricing agreements with its suppliers, the
company may experience margin declines to the extent that it is not able to increase the selling prices of its products.
56
SNAP-ON INCORPORATED
Item 8: Financial Statements and Supplementary Data
The financial statements and schedules are listed in Item 15(a) and are incorporated by reference into this Item 8.
Item 9: Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A: 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 certify
Snap-on’s financial reports and to other members of senior management and the Board, as appropriate.
In accordance with Rule 13a-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 Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of December 31, 2016 and, as permitted by the Public Company Accounting Oversight Board auditing
standards, excluded from its assessment the company’s October 31, 2016, acquisition of Car-O-Liner Holding AB (which
represented less than 4% of total assets at December 31, 2016, and less than 1% of 2016 net sales). 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 December 31, 2016, 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
December 31, 2016, 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 Rules 13a-15(f) and 15d-15(f)).
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). Under
the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial
Officer, we evaluated the effectiveness of our internal control over financial reporting based on the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013).
As permitted by the Public Company Accounting Oversight Board auditing standards, the company’s October 31, 2016,
acquisition of Car-O-Liner Holding AB (which represented less than 4% of total assets at December 31, 2016, and less than
1% of 2016 net sales) was excluded from the scope of management’s assessment of internal control over financial reporting
as of December 31, 2016. Based on this assessment, the company’s management believes that, as of December 31, 2016,
our internal control over financial reporting was effective at a reasonable assurance level. The company’s internal control
over financial reporting as of December 31, 2016, has been audited by Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in its attestation report, which is included herein.
Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our internal control
over financial reporting will prevent all error or fraud. Because of inherent limitations, a system of internal control over
financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because
of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.
2016 ANNUAL REPORT
57
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Snap-on Incorporated:
We have audited the internal control over financial reporting of Snap-on Incorporated and subsidiaries (the “Company”) as of
December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission. As described in Management’s Report on Internal Control over
Financial Reporting, management excluded from its assessment the internal control over financial reporting at Car-O-Liner
Holding AB, which was acquired on October 31, 2016, and whose financial statements constitute less than 4% of the
Company’s total assets as of December 31, 2016, and less than 1% of the Company’s 2016 net sales. Accordingly, our audit
did not include the internal control over financial reporting at Car-O-Liner Holding AB. The Company’s management is
responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our
audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design
t
and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s
principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s
board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely
basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods
are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated financial statements of the Company as of and for the year ended December 31, 2016, and our report dated
February 9, 2017 expressed an unqualified opinion on those financial statements.
/
/s/ DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
February 9, 2017
58
SNAP-ON INCORPORATED
Item 9B: Other Information
None.
PART III
Item 10: Directors, Executive Officers and Corporate Governance
Incorporated by reference to sections entitled “Item 1: Election of Directors,” “Corporate Governance Practices and Board
Information” and “Other Information” in Snap-on’s 2017 Annual Meeting Proxy Statement, which is expected to be mailed to
shareholders on or about March 10, 2017 (the “2017 Proxy Statement”).
The Section 16(a) filing compliance disclosure pursuant to Item 405 of Regulation S-K is contained in Snap-on’s 2017 Proxy
Statement in the section entitled “Other Information – Section 16(a) Beneficial Ownership Reporting Compliance,” and is
incorporated herein by reference.
Information regarding Snap-on’s executive officers, including their ages, business experi
ff
and titles as of December 31, 2016, is presented below:
ence (for at least the last five years)
Nicholas T. Pinchuk (70) – Chairman of the Board of Directors since 2009, President and Chief Executive Officer since
December 2007 and President and Chief Operating Officer from April to December 2007. Senior Vice President and President
– Worldwide Commercial & Industrial Group from 2002 to 2007. Prior to joining Snap-on, Mr. Pinchuk held various positions,
including President of Global Refrigeration Operations and President of Asia Pacific Operations, at Carrier Corporation, a
producer of air conditioning, heating and refrigeration systems, and a subsidiary of United Technologies Corporation. Mr.
Pinchuk serves on the board of directors of Columbus McKinnon Corporation.
Aldo J. Pagliari (62) – Senior Vice President – Finance and Chief Financial Officer since 2010.
Anup R. Banerjee (66) – Senior Vice President, Human Resources and Chief Development Officer since 2015, and President,
Commercial Group from 2011 to 2015.
Iain Boyd (54) – Vice President, Operations Development since 2015. Vice President – Human Resources from 2007 to 2015.
Constance R. Johnsen (59) – Vice President and Controller since 2003.
Thomas L. Kassouf (64) – Senior Vice President and President – Snap-on Tools Group since 2010.
Jeanne M. Moreno (62) – Vice President and Chief Information Officer since 2005.
Irwin M. Shur (58) – Vice President, General Counsel and Secretary since 2008.
Thomas J. Ward (64) – Senior Vice President and President – Repair Systems & Information Group since 2010.
There is no family relationship among the executive officers and there has been no involvement in legal proceedings during
the past ten years that would be material to the evaluation of the ability or integrity of any of the executive officers. Executive
officers may either be elected by the Board or may be appointed by the Chief Executive Officer at the regular meeting of the
Board that follows the Annual Shareholders’ Meeting, which is ordinarily held in April each year, or at such other times as new
positions are created or vacancies must be filled.
2016 ANNUAL REPORT
59
Code of Ethics and Website Disclosure
Snap-on has adopted a written code of ethics that applies to its Chief Executive Officer, Chief Financial Officer, Vice President
and Controller, and all other financial officers and executives performing similar functions. Snap-on has posted a copy of the
code of ethics in the Investors/Corporate Governance section on the company’s website at www.snapon.com. Snap-on will
also post any amendments to these documents, or information about any waivers granted to directors or executive officers
with respect to the Code of Business Conduct and Ethics, on the company’s website at www.snapon.com.
Snap-on intends to satisfy the disclosure requirements under Item 10 of Form 8-K regarding amendments to, or waivers from,
the code of ethics by posting such information in the “Investors” section of its corporate website at www.snapon.com.
Item 11: Executive Compensation
The information required by Item 11 is contained in Snap-on’s 2017 Proxy Statement in the sections entitled “Executive
Compensation,” “Board Compensation,” “Compensation Committee Report,” and “Other Information” and is incorporated
herein by reference.
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information about Snap-on’s equity compensation plans at 2016 year end:
Number of securities to
be issued upon
exercise of outstanding
options, warrants and
rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
(c)
3,366,358 (1)
$103.03 (2)
5,059,920 (3)
53,439 (4)
3,419,797
Not Applicable
$103.03 (2)
–
(5)
5,059,920 (5)
Plan category
Equity compensation
plans approved by
security holders
Equity compensation
plans not approved by
security holders
Total
(1) Includes (i) options to acquire 589,784 shares granted under the 2001 Incentive Stock and Awards Plan (the “2001 Plan”); (ii) options and stock
appreciation rights to acquire 2,724,530 shares granted under the 2011 Incentive Stock and Awards Plan (the “2011 Plan,” and collectively with the
2001 Plan, the “Incentive Plans”); and (iii) 52,044 shares represented by deferred share units under the Directors’ Fee Plan. Excludes 50,528 shares
issuable in connection with the vesting of restricted stock units and restricted stock under the 2001 Plan, and 288,072 shares issuable in connection
with the vesting of performance share awards, restricted stock units and restricted stock under the 2011 Plan. Also excludes shares of common stock
that may be issuable under the employee and franchisee stock purchase plans.
(2) Reflects only the weighted-average exercise price of outstanding stock options and stock appreciation rights granted under the Incentive Plans and
does not include shares represented by deferred share units under the Directors’ Fee Plan and shares issuable in connection with the vesting of
restricted stock units or performance units under the Incentive Plans for which there are no exercise prices. Also excludes shares of common stock
that may be issuable under the employee and franchisee stock purchase plans.
(3) Includes (i) 4,121,252 shares reserved for issuance under the 2011 Plan; (ii) 158,105 shares reserved for issuance under the Directors’ Fee Plan; and
(iii) 780,563 shares reserved for issuance under the employee stock purchase plan.
(4) Consists of deferred share units under Snap-on’s Deferred Compensation Plan, which allows elected and appointed officers of Snap-on to defer all or
a percentage of their respective annual salary and/or incentive compensation. The deferred share units are payable in shares of Snap-on common
stock on a one-for-one basis and are calculated at fair market value. Shares of common stock delivered under the Deferred Compensation Plan are
previously issued shares reacquired and held by Snap-on.
f
(5) The Deferred Compensation Plan provides that Snap-on will make available, as and when required, a sufficient number of shares of common stock to
meet the needs of the plan. It further provides that such shares shall be previously issued shares reacquired and held by Snap-on.
60
SNAP-ON INCORPORATED
The additional information required by Item 12 is contained in Snap-on’s 2017 Proxy Statement in the sections entitled
“Executive Compensation,” “Security Ownership of Certain Beneficial Owners and Management,” and “Other Information,”
and is incorporated herein by reference.
Item 13: Certain Relationships and Related Transactions, and Director Independence
Incorporated by reference to the sections entitled “Corporate Governance Practices and Board Information – Board
Information” and “Other Information – Transactions with the Company” in Snap-on’s 2017 Proxy Statement.
Item 14: Principal Accounting Fees and Services
Incorporated by reference to the section entitled “Deloitte & Touche LLP Fee Disclosure” in Snap-on’s 2017 Proxy Statement.
PART IV
Item 15:
Exhibits, Financial Statement Schedules
Item 15(a): Documents Filed as Part of This Report:
1. List of Financial Statements
Unless otherwise indicated, references to “fiscal 2016” or “2016” refer to the fiscal year ended December 31, 2016;
references to “fiscal 2015” or “2015” refer to the fiscal year ended January 2, 2016; and references to “fiscal 2014” or “2014”
refer to the fiscal year ended January 3, 2015. References to 2016, 2015 and 2014 year end refer to December 31, 2016,
January 2, 2016, and January 3, 2015, respectively.
r
r
The following consolidated financial statements of Snap-on and the Report of Independent Registered Public Accounting Firm
thereon, are filed as part of this report:
(cid:120) Report of Independent Registered Public Accounting Firm.
(cid:120) Consolidated Statements of Earnings for the 2016, 2015 and 2014 fiscal years.
(cid:120) Consolidated Statements of Comprehensive Income for the 2016, 2015 and 2014 fiscal years.
(cid:120) Consolidated Balance Sheets as of 2016 and 2015 year end.
(cid:120) Consolidated Statements of Equity for the 2016, 2015 and 2014 fiscal years.
(cid:120) Consolidated Statements of Cash Flows for the 2016, 2015 and 2014 fiscal years.
(cid:120) Notes to Consolidated Financial Statements.
2. Financial Statement Schedules
All schedules are omitted because they are not applicable, or the required information is included in the consolidated financial
statements or notes thereto.
3. List of Exhibits
The exhibits filed with or incorporated by reference in this report are as specified in the exhibit index included herein.
Item 16: Form 10-K Summary
None.
2016 ANNUAL REPORT
61
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Snap-on Incorporated:
We have audited the accompanying consolidated balance sheets of Snap-on Incorporated and subsidiaries (the “Company”)
as of December 31, 2016, and January 2, 2016, and the related consolidated statements of earnings, comprehensive income,
equity, and cash flows for each of the three years in the period ended December 31, 2016. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Snap-on
Incorporated and subsidiaries as of December 31, 2016, and January 2, 2016, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles
generally accepted in the United States of America.
y
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the Company’s internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal
Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
and our report dated February 9, 2017 expressed an unqualified opinion on the Company’s internal control over financial
reporting.
/
/s/ DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
February 9, 2017
62
SNAP-ON INCORPORATED
Snap-on Incorporated - Consolidated Statements of Earnings
(Amounts in millions, except per share data)
Net sales
Cost of goods sold
Gross profit
Operating expenses
2016
2015
2014
$ 3,430.4
$ 3,352.8
$ 3,277.7
(1,720.8)
(1,704.5)
(1,693.4)
1,709.6
1,648.3
1,584.3
(1,054.1)
(1,053.7)
(1,048.7)
Operating earnings before financial services
655.5
594.6
535.6
Financial services revenue
Financial services expenses
Operating earnings from financial services
Operating earnings
Interest expense
Other income (expense) – net
Earnings before income taxes and equity earnings
Income tax expense
Earnings before equity earnings
Equity earnings, net of tax
Net earnings
Net earnings attributable to noncontrolling interests
281.4
(82.7)
198.7
854.2
(52.2)
(0.6)
801.4
(244.3)
557.1
2.5
559.6
(13.2)
240.3
(70.1)
170.2
764.8
(51.9)
(2.4)
710.5
(221.2)
489.3
1.3
490.6
(11.9)
214.9
(65.8)
149.1
684.7
(52.9)
(0.9)
630.9
(199.5)
431.4
0.7
432.1
(10.2)
Net earnings attributable to Snap-on Incorporated
$ 546.4
$ 478.7
$ 421.9
Net earnings per share attributable to
Snap-on Incorporated:
Basic
Diluted
Weighted-average shares outstanding:
Basic
Effect of dilutive securities
Diluted
$
9.40
9.20
$
8.24
8.10
$
7.26
7.14
58.1
1.3
59.4
58.1
1.0
59.1
58.1
1.0
59.1
See Notes to Consolidated Financial Statements.
2016 ANNUAL REPORT
63
Snap-on Incorporated - Consolidated Statements of Comprehensive Income
(Amounts in millions)
Comprehensive income (loss):
Net earnings
Other comprehensive income (loss):
Foreign currency translation*
Unrealized cash flow hedges, net of tax:
Reclassification of cash flow hedges from accumulated other
comprehensive loss
Reclassification of cash flow hedges to net earnings
Defined benefit pension and postretirement plans:
Net prior service costs and credits and unrecognized loss
Income tax benefit
Net of tax
Amortization of net prior service costs and credits and
unrecognized loss included in net periodic benefit cost
Income tax benefit
Net of tax
Total comprehensive income
2016
2015
2014
$
559.6
$
490.6
$
432.1
(99.2)
(110.8)
(128.8)
8.8
(0.3)
(93.3)
30.7
(62.6)
30.1
(11.1)
19.0
425.3
–
(0.3)
(48.3)
19.4
(28.9)
38.0
(14.0)
24.0
374.6
–
(0.3)
(136.1)
47.9
(88.2)
22.0
(8.1)
13.9
228.7
Comprehensive income attributable to noncontrolling interests
(13.2)
(11.9)
(10.2)
Comprehensive income attributable to Snap-on Incorporated
$
412.1
$
362.7
$
218.5
* There is no reclassification adjustment as there was no sale or liquidation of any foreign entity during any period presented.
r
See Notes to Consolidated Financial Statements.
64
SNAP-ON INCORPORATED
Snap-on Incorporated - Consolidated Balance Sheets
(Amounts in millions, except share data)
ASSETS
Current assets:
Cash and cash equivalents
Trade and other accounts receivable – net
Finance receivables – net
Contract receivables – net
Inventories – net
Prepaid expenses and other assets
Total current assets
Property and equipment – net
Deferred income tax assets
Long-term finance receivables – net
Long-term contract receivables – net
Goodwill
Other intangibles – net
Other assets
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Notes payable and current maturities of long-term debt
Accounts payable
Accrued benefits
Accrued compensation
Franchisee deposits
Other accrued liabilities
Total current liabilities
Long-term debt
Deferred income tax liabilities
Retiree health care benefits
Pension liabilities
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note 15)
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
67,400,250 and 67,392,545 shares, respectively)
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Treasury stock at cost (9,450,393 and 9,306,499 shares, respectively)
Total shareholders’ equity attributable to Snap-on Incorporated
Noncontrolling interests
Total equity
Total liabilities and equity
Fiscal Year End
2016
2015
$
$
$
$
77.6
598.8
472.5
88.1
530.5
116.5
1,884.0
425.2
72.8
934.5
286.7
895.5
184.6
39.9
4,723.2
301.4
170.9
52.8
89.8
66.7
307.9
989.5
708.8
13.1
36.7
246.5
93.4
2,088.0
–
67.4
317.3
3,384.9
(498.5)
(653.9)
2,617.2
18.0
2,635.2
4,723.2
$
$
$
$
92.8
562.5
447.3
82.1
497.8
106.3
1,788.8
413.5
60.4
772.7
266.6
790.1
195.0
44.0
4,331.1
18.4
148.3
52.1
91.0
64.4
296.0
670.2
861.7
14.3
37.9
227.8
88.5
1,900.4
–
67.4
296.3
2,986.9
(364.2)
(573.7)
2,412.7
18.0
2,430.7
4,331.1
See Notes to Consolidated Financial Statements.
2016 ANNUAL REPORT
65
$
Noncontrolling
Interests
17.2
10.2
–
–
–
–
–
(9.9)
17.5
11.9
–
–
–
–
–
(11.4)
18.0
13.2
–
–
–
–
(13.2)
18.0
$
$
Total Equity
2,130.4
432.1
(203.4)
(107.6)
50.3
(79.3)
13.9
(11.1)
2,225.3
490.6
(116.0)
(127.9)
63.3
(110.4)
18.3
(12.5)
2,430.7
559.6
(134.3)
(147.5)
61.2
(120.4)
(14.1)
$ 2,635.2
Snap-on Incorporated - Consolidated Statements of Equity
$
(Amounts in millions, except share data)
Balance at December 28, 2013
Net earnings for 2014
Other comprehensive loss
Cash dividends – $1.85 per share
Stock compensation plans
Share repurchases – 680,000 shares
Tax benefit from certain stock options
Dividend reinvestment plan and other
Balance at January 3, 2015
Net earnings for 2015
Other comprehensive loss
Cash dividends – $2.20 per share
Stock compensation plans
Share repurchases – 723,000 shares
Tax benefit from certain stock options
Dividend reinvestment plan and other
Balance at January 2, 2016
Net earnings for 2016
Other comprehensive loss
Cash dividends – $2.54 per share
Stock compensation plans
Share repurchases – 758,000 shares
Other
Balance at December 31, 2016
$
Shareholders’ Equity Attributable to Snap-on Incorporated
Additional
Paid-in
Capital
$ 225.1
–
–
–
15.7
–
13.9
–
254.7
–
–
–
23.3
–
18.3
–
296.3
–
–
–
21.0
–
–
317.3
$
Retained
Earnings
$ 2,324.1
421.9
–
(107.6)
–
–
–
(1.2)
2,637.2
478.7
–
(127.9)
–
–
–
(1.1)
2,986.9
546.4
–
(147.5)
–
–
(0.9)
$ 3,384.9
$
Accumulated
Other
Comprehensive
Loss
(44.8)
–
(203.4)
–
–
–
–
–
(248.2)
–
(116.0)
–
–
–
–
–
(364.2)
–
(134.3)
–
–
–
–
Treasury
Stock
$ (458.6)
–
–
–
34.6
(79.3)
–
–
(503.3)
–
–
–
40.0
(110.4)
–
–
(573.7)
–
–
–
40.2
(120.4)
–
$ (498.5)
$ (653.9)
Common
Stock
67.4
–
–
–
–
–
–
–
67.4
–
–
–
–
–
–
–
67.4
–
–
–
–
–
–
67.4
See Notes to Consolidated Financial Statements.
66
SNAP-ON INCORPORATED
Snap-on Incorporated - Consolidated Statements of Cash Flows
(Amounts in millions)
Operating activities:
Net earnings
Adjustments to reconcile net earnings to net cash provided (used) by
operating activities:
2016
2015
2014
$ 559.6
$ 490.6
$ 432.1
Depreciation
Amortization of other intangibles
Provision for losses on finance receivables
Provision for losses on non-finance receivables
Stock-based compensation expense
Excess tax benefits from stock-based compensation
Deferred income tax provision (benefit)
Loss (gain) on sales of assets
Changes in operating assets and liabilities, net of effects of acquisitions:
Increase in trade and other accounts receivable
Increase in contract receivables
Increase in inventories
Increase in prepaid and other assets
Increase (decrease) in accounts payable
Increase (decrease) in accruals and other liabilities
Net cash provided by operating activities
Investing activities:
Additions to finance receivables
Collections of finance receivables
Capital expenditures
Acquisitions of businesses, net of cash acquired
Disposals of property and equipment
Other
Net cash used by investing activities
Financing activities:
Repayment of long-term debt
Proceeds from notes payable
Repayments of notes payable
Net increase (decrease) in other short-term borrowings
Cash dividends paid
Purchases of treasury stock
Proceeds from stock purchase and option plans
Excess tax benefits from stock-based compensation
Other
Net cash used by financing activities
Effect of exchange rate changes on cash and cash equivalents
Decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
$
61.4
24.2
44.0
7.5
31.0
–
1.3
0.2
(41.0)
(31.9)
(32.7)
(11.9)
16.3
(51.9)
576.1
(915.0)
671.7
(74.3)
(160.4)
2.2
2.4
(473.4)
–
4.5
(5.3)
135.0
(147.5)
(120.4)
41.8
–
(24.1)
(116.0)
(1.9)
(15.2)
92.8
77.6
57.8
24.7
31.6
13.6
39.8
(18.3)
(5.1)
(2.1)
(44.7)
(34.6)
(43.3)
(28.2)
4.7
20.7
507.2
(844.2)
624.8
(80.4)
(11.8)
3.5
1.7
(306.4)
–
7.1
(6.3)
(34.8)
(127.9)
(110.4)
41.6
18.3
(24.3)
(236.7)
(4.2)
(40.1)
132.9
92.8
$
54.8
24.7
27.4
14.3
38.1
(13.9)
3.2
0.4
(57.4)
(37.5)
(61.1)
(50.9)
(7.0)
35.9
403.1
(746.2)
591.4
(80.6)
(41.3)
0.8
2.7
(273.2)
(100.0)
4.9
(1.6)
41.7
(107.6)
(79.3)
33.0
13.9
(17.1)
(212.1)
(2.5)
(84.7)
217.6
$ 132.9
Supplemental cash flow disclosures:
Cash paid for interest
Net cash paid for income taxes
$ (51.0)
(247.3)
$ (50.8)
(191.9)
$ (52.8)
(191.2)
See Notes to Consolidated Financial Statements.
2016 ANNUAL REPORT
67
Notes to Consolidated Financial Statements
Note 1: Summary of Accounting Policies
Principles of consolidation and presentation: The Consolidated Financial Statements include the accounts of Snap-on
Incorporated and its wholly-owned and majority-owned subsidiaries (collectiv
ely, “Snap-on” or “the company”).
a
Snap-on accounts for investments in unconsolidated affiliates where Snap-on has a greater than 20% but less than 50%
ownership interest under the equity method of accounting. Investments in unconsolidated affiliates of $15.2 million as of
December 31, 2016, and $13.3 million as of January 2, 2016, are included in “Other assets” on the accompanying
Consolidated Balance Sheets; no equity investment dividends were received in any period presented. In the normal course
of business, the company may purchase products or services from, or sell products or services to, unconsolidated affiliates;
purchases from unconsolidated affiliates were $12.9 million, $13.4 million and $15.6 million in 2016, 2015 and 2014,
respectively, and sales to unconsolidated affiliates were $0.2 million in 2016 and zero in both 2015 and 2014. The
Consolidated Financial Statements do not include the accounts of the company’s independent franchisees. Snap-on’s
Consolidated Financial Statements are prepared in conformity with generally accepted accounting principles in the United
States of America (“GAAP”). All intercompany accounts and transactions have been eliminated.
Fiscal year accounting period: Snap-on’s fiscal year ends on the Saturday that is on or nearest to December 31. The
2016 fiscal year ended on December 31, 2016 (“2016”) and contained 52 weeks of operating results. The 2015 fiscal year
ended on January 2, 2016 (“2015”) and contained 52 weeks of operating results. The 2014 fiscal year ended on January 3,
2015 (“2014”) and contained 53 weeks of operating results; the impact of the additi
onal week of operations was not material
f
to Snap-on’s 2014 net sales or net earnings.
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’s non-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 10 for further information on financial instruments.
Revenue recognition: Snap-on recognizes revenue from the sale of tools and diagnostic and equipment products when
contract terms are met, the price is fixed or determinable, collectability is reasonably assured and a product is shipped or
risk of ownership has been transferred to and accepted by the customer. For sales contingent upon customer acceptance,
revenue recognition is deferred until such obligations are fulfilled. Estimated product returns are recorded as a reduction
in reported revenues at the time of sale based upon historical product return experience and gross profit margin adjusted
for known trends. Provisions for customer volume rebates, discounts and allowances are also recorded as a reduction of
reported revenues at the time of sale based on historical experience and known trends. Revenue related to maintenance,
extended warranty and subscription agreements is recognized over the terms of the respective agreements.
Snap-on also recognizes revenue related to multiple element arrangements, including sales of hardware, software and
software-related services. When a sales arrangement contains multiple elements, such as hardware and software products
and/or services, Snap-on uses the relative selling price method to allocate revenues between hardware and software
elements. For software elements that are not essential to the hardware’s functionality and related software post-contract
customer support, vendor specific objective evidence (“VSOE”) of fair value is used to further allocate revenue to each
element based on its relative fair value and, when necessary, the residual method is used to assign value to the delivered
elements when VSOE only exists for the undelivered elements. 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 or the providing of ongoing
support, revenue is generally recognized on a straight-line basis over the term of the agreement, which generally ranges
from 12 to 60 months.
68
SNAP-ON INCORPORATED
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 $13.9 million, $12.7 million
and $12.1 million in 2016, 2015 and 2014, respectively.
Financial services revenue: Snap-on also generates revenue from various financing programs that include: (i) installment
sales and lease contracts arising from franchisees’ customers and certain other customers of Snap-on who require financing
for the purchase or lease of tools and diagnostic and equipment products on an extended-term payment plan; and (ii)
business loans and vehicle leases to franchisees. These financing programs are offered through Snap-on’s wholly owned
finance subsidiaries. Financial services revenue consists primarily of interest income on finance and contract receivables
and is recognized over the life of the underlying contracts, with interest computed primarily on the average daily balances
of the underlying contracts.
The decision to finance through Snap-on or another financing source is solely at the election of the customer. When
assessing customers for potential financing, Snap-on considers various factors regarding ability to pay including the
customers’ financial condition, debt-servicing ability, past payment experience,
and credit bureau and proprietary Snap-on
rr
credit model information, as well as the value of the underlying collateral. For finance and contract receivables, Snap-on
arily of customer credit risk scores
f
assesses these factors through the use of credit quality indicators consisting prim
combined with internal credit risk grades, collection experience and other internal metrics.
Financial services lease arrangements: Snap-on accounts for its financial services leases as direct financing or sales-
type leases. The company determines the gross investment in the lease as the present value of the minimum lease
payments using the interest rate implicit in the lease, net of amounts, if any, included therein for executor costs to be paid
by Snap-on, together with any profit thereon. The difference between the gross investment in the lease and the related
undiscounted minimum lease payments for the leased property is reported as unearned finance charges. Unearned finance
charges are amortized to income over the life of the contract. The default covenants included in the lease arrangements
are usual and customary, consistent with industry practice, and do not impact the lease classification. Except in
circumstances where the company has concluded that a lessee’s financial condition has deteriorated, the other default
covenants under Snap-on’s lease arrangements are objectively determinable.
Research and engineering: Snap-on incurred research and engineering costs of $53.4 million, $49.3 million and $52.4
million in 2016, 2015 and 2014, respectively. Research and engineering costs are included in “Operating expenses” on the
accompanying Consolidated Statements of Earnings.
Internally developed software: Costs incurred in the development of software that will ultimately be sold are capitalized
from the time technological feasibility has been attained and capitalization ceases when the related product is ready for
general release. During 2016, 2015 and 2014, Snap-on capitalized $10.8 million, $14.9 million and $19.0 million,
respectively, of such costs. Amortization of capitalized software development costs, which is included in “Cost of goods
sold” on the accompanying Consolidated Statements of Earnings, was $13.8 million in 2016, $14.0 million in 2015 and
$13.6 million in 2014. Unamortized capitalized software development costs of $47.4 million as of 2016 year end and $50.4
million as of 2015 year end are included in “Other intangibles – net” on the accompanying Consolidated Balance Sheets.
Internal-use software: Costs that are incurred in creating software solutions and enhancements to those solutions are
capitalized only during the application development stage of the project.
Shipping and handling: Amounts billed to customers for shipping and handling are included as a component of sales.
Costs incurred by Snap-on for shipping and handling are included as a component of cost of goods sold when the costs
relate to manufacturing activities. In 2016, 2015 and 2014, Snap-on incurred shipping and handling charges of $43.1 million,
$39.0 million and $40.3 million, respectively, that were recorded in “Cost of goods sold” on the accompanying Consolidated
Statements of Earnings. Shipping and handling costs incurred in conjunction with selling or distribution activities are included
as a component of operating expenses. Shipping and handling charges were $81.2 million in 2016 and $78.5 million in
both 2015 and 2014; these charges were recorded in “Operating expenses” on the accompanying Consolidated Statements
of Earnings.
2016 ANNUAL REPORT
69
Notes to Consolidated Financial Statements (continued)
Advertising and promotion: Production costs of future media advertising are deferred until the advertising occurs. All
other advertising and promotion costs are expensed when incurred. For 2016, 2015 and 2014, advertising and promotion
expenses totaled $52.6 million, $54.9 million and $51.4 million, respectively. Advertising and promotion costs are included
in “Operating expenses” on the accompanying Consolidated Statements of Earnings.
Warranties: Snap-on provides product warranties for specific product lines and accrues for estimated future warranty costs
in the period in which the sale is recorded. See Note 15 for information on warranties.
Foreign currency: The financial statements of Snap-on’s foreign subsidiaries are translated into U.S. dollars. Assets and
liabilities of foreign subsidiaries are translated at current rates of exchange, and income and expense items are translated
at the average exchange rates for the period. The resulting translation adjustments are recorded directly into “Accumulated
other comprehensive loss” on the accompanying Consolidated Balance Sheets. Foreign exchange transactions, net of
foreign currency hedges, resulted in pretax losses of $1.3 million, $2.7 million and $1.5 million in 2016, 2015 and 2014,
respectively. Foreign exchange transaction gains and losses are reported in “Other income (expense) – net” on the
accompanying Consolidated Statements of Earnings.
Income taxes: Current tax assets and liabilities are based upon an estimate of taxes refundable or payable for each of the
jurisdictions in which the company is subject to tax. In the ordinary course of business, there is inherent uncertainty in
quantifying income tax positions. Snap-on assesses income tax positions and records tax benefits for all years subject to
examination based upon management’s evaluation of the facts, circumstances and information available at the reporting
dates. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, Snap-on records the
largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing
authority that has full knowledge of all relevant information. For those income tax positions where it is not more-likely-than-
not that a tax benefit will be sustained, no tax benefit is recognized in the financial statements. When applicable, associated
interest and penalties are recognized as a component of income tax expense. Accrued interest and penalties are included
within the related tax asset or liability on the accompanying Consolidated Balance Sheets.
Deferred income taxes are provided for temporary differences arising from differences in bases of assets and liabilities for
tax and financial reporting purposes. Deferred income taxes are recorded on temporary differences using enacted tax rates
in effect for the year in which the temporary differences are expected to reverse. The effect of a change in tax rates on
deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Deferred tax assets
are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or
all of the deferred tax assets will not be realized. See Note 8 for further information on income taxes.
Per share data: Basic earnings per share calculations were computed by dividing net earnings attributable to Snap-on
Incorporated by the corresponding weighted-average number of common shares outstanding for the period. The dilutive
effect of the potential exercise of outstanding options and stock-settled stock appreciation rights (“SARs”) to purchase
common shares is calculated using the treasury stock method. As of both December 31, 2016, and January 2, 2016, there
were 1,600 awards outstanding that were anti-dilutive; as of January 3, 2015, there were no outstanding awards 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 had dilutive securities totaling 1,307,914 shares,
1,016,969 shares and 921,050 shares, as of the end of 2016, 2015 and 2014, respectively. See Note 13 for further
information on equity awards.
f
Stock-based compensation: Snap-on recognizes the cost of employee services in exchange for awards of equity
instruments based on the grant date fair value of those awards. That cost, based on the estimated number of awards that
are expected to vest, is recognized on a straight-line basis over the period during which the employee is required to provide
r
the service in exchange for the award. No compensation cost is recognized for awards for which employees do not render
milar instruments is estimated using the
r
the requisite service. The grant date fair value of employee stock options and si
Black-Scholes valuation model.
The Black-Scholes valuation model requires the input of subjective assumptions, including the expected life of the stock-based
award and stock price volatility. The assumptions used are management’s best estimates, but the estimates involve inherent
uncertainties and the application of management judgment. As a result, if other assumptions had been used, the recorded
stock-based compensation expense could have been materially different from that depicted in the financial statements. See
Note 13 for further information on stock-based compensation.
70
SNAP-ON INCORPORATED
Derivatives: Snap-on utilizes derivative financial instruments, including foreign currency forward contracts, interest rate
swap agreements, treasury lock agreements and prepaid equity forward agreements to manage its exposures to foreign
currency exchange rate risks, interest rate risks, and market risk associated with the stock-based portion of its deferred
compensation plans. Snap-on accounts for its derivative instruments at fair value. Snap-on does not hold or issue financial
instruments for speculative or trading purposes. See Note 10 for further information on derivatives.
Cash equivalents: Snap-on considers all highly liquid investments with an original maturity of three months or less to be
cash equivalents. There were no cash equivalents as of 2016 and 2015 year ends.
Receivables and allowances for doubtful accounts: All trade, finance and contract receivables are reported on the
Consolidated Balance Sheets at their outstanding principal balance adjusted for any charge-offs and net of allowances for
doubtful accounts. Finance and contract receivables also include accrued interest and contract acquisition costs, net of
contract acquisition fees.
Snap-on maintains allowances for doubtful accounts to absorb probable losses inherent in its portfolio of receivables. The
allowances for doubtful accounts represent management’s estimate of the losses inherent in the company’s receivables
portfolio based on ongoing assessments and evaluations of collectability and historical loss experience. In estimating losses
inherent in each of its receivable portfolios (trade, finance and contract receivables), Snap-on uses historical loss experienc
e
rates by portfolio and applies them to a related aging analysis. Determination of the proper level of allowances by portfolio
requires management to exercise significant judgment about the timing, frequency and severity of credit losses that could
materially affect the provision for credit losses and, as a result, net earnings. The allowances take into consideration
numerous quantitative and qualitative factors that include receivable type, historical loss experience, loss migration,
delinquency trends, collection experience, current economic conditions and credit risk characteristics as follows:
t
(cid:120) Snap-on evaluates the collectability of receivables based on a combination of various financial and qualitative
factors that may affect its customers’ ability to pay. These factors may include customers’ financial condition, debt-
servicing ability, past payment experience, and credit bureau and proprietary Snap-on credit model information, as
well as the value of the underlying collateral.
(cid:120)
For finance and contract receivables, Snap-on assesses quantitative and qualitative factors through the use of
credit quality indicators consisting primarily of collection experience and other internal metrics as follows:
o Collection experience – Snap-on conducts monthly reviews of credit and collection performance for each of its
finance and contract receivable portfolios focusing on data such as delinquency trends, non-performing assets,
and charge-off and recovery activity. These reviews allow for the formulation of collection strategies and potential
collection policy modifications in response to changing risk profiles in the finance and contract receivable portfolios.
o Other internal metrics – Snap-on maintains a system that aggregates credit exposure by customer, risk
classification and geographical area, among other factors, to further monitor changing risk profiles.
Management performs detailed reviews of its receivables on a monthly and/or quarterly basis to assess the adequacy of
the allowances based on historical and current trends and other factors affecting credit losses and to determine if any
impairment has occurred. 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 agreement. Additions to the allowances for doubtful accounts are
maintained through adjustments to the provision for credit losses, which are charged to current period earnings; amounts
determined to be uncollectable are charged directly against the allowances, while amounts recovered on previously
charged-off accounts increase the allowances. Net charge-offs include the principal amount of losses charged-off as well
as charged-off interest and fees. Recovered interest and fees previously charged-off are recorded through the allowances
for doubtful accounts and increase the allowances. Finance receivables are assessed for charge-off when an account
becomes 120 days past due and are charged-off typically within 60 days of asset repossession. Contract receivables related
to equipment leases are generally charged-off when an account becomes 150 days past due, while contract receivables
related to franchise finance and van leases are generally charged-off up to 180 days past the asset return date. For finance
and contract receivables, customer bankruptcies are generally charged-off upon notification that the associated debt is not
being reaffirmed or, in any event, no later than 180 days past due.
ff
2016 ANNUAL REPORT
71
Notes to Consolidated Financial Statements (continued)
Snap-on does not believe that its trade accounts, finance or contract receivables represent significant concentrations of
credit risk because of the diversified portfolio of individual customers and geographical areas. See Note 3 for further
information on receivables and allowances for doubtful accounts.
Other accrued liabilities: Supplemental balance sheet information for “Other accrued liabilities” as of 2016 and 2015 year
end is as follows:
(Amounts in millions)
Income taxes
Accrued restructuring
Accrued warranty
Deferred subscription revenue
Accrued property, payroll and other taxes
Accrued selling and promotion expense
Other
Total other accrued liabilities
2016
21.4
2.8
16.0
43.0
36.1
24.7
163.9
307.9
$
$
2015
28.5
4.1
16.4
40.7
39.7
23.3
143.3
296.0
$
$
Inventories: Snap-on values its inventory at the lower of cost or market and adjusts for the value of inventory that is
estimated to be excess, obsolete or otherwise unmarketable. Snap-on records allowances for excess and obsolete
inventory based on historical and estimated future demand and market conditions. Allowances for raw materials are largely
based on an analysis of raw material age and actual physical inspection of raw material for fitness for use. As part of
evaluating the adequacy of allowances for work-in-progress and finished goods, management reviews individual product
stock-keeping units (SKUs) by product category and product life cycle. Cost adjustments for each product category/product
life-cycle state are generally established and maintained based on a combination of historical experience, forecasted sales
and promotions, technological obsolescence, inventory age and other actual known conditions and circumstances. Should
actual product marketability and raw material fitness for use be affected by conditions that are different from management
estimates, further adjustments to inventory allowances may be required.
Snap-on adopted the “last-in, first-out” (“LIFO”) inventory valuation method in 1973 for its U.S. locations. Snap-on’s U.S.
inventories accounted for on a LIFO basis consist of purchased product and inventory manufactured at the company’s
heritage U.S. manufacturing facilities (primarily hand tools and tool storage). Since Snap-on began acquiring businesses in
the 1990’s, the company has used the “first-in, first-out” (“FIFO”) inventory valuation methodology for acquisitions; the
company does not adopt the LIFO inventory valuation methodology for new acquisitions. See Note 4 for further information
on inventories.
Property and equipment: Property and equipment is stated at cost less accumulated depreciation and amortization.
Depreciation and amortization are provided on a straight-line basis over estimated useful lives. Major repairs that extend
the useful life of an asset are capitalized, while routine maintenance and repairs are expensed as incurred. Capitalized
software included in property and equipment reflects costs related to internally developed or purchased software for internal
use and is amortized on a straight-line basis over their estimated useful lives. Long-lived assets are evaluated for impairment
when events or circumstances indicate that the carrying amount of the long-lived asset may not be recoverable. See Note
5 for further information on property and equipment.
Goodwill and other intangible assets: Goodwill and other indefinite-lived assets are tested for impairment annually or
more frequently if events or changes in circumstances indicate that the assets might be impaired. Annual impairment tests
are performed by the company in the second quarter of each year using information available as of fiscal April month end.
Snap-on evaluates the existence of goodwill and indefinite-lived intangible asset impairment on the basis of whether the
assets are fully recoverable from projected, discounted cash flows of the related reportable unit or asset. Intangible assets
with finite lives are amortized over their estimated useful lives using straight-line and accelerated methods depending on
the nature of the particular asset. See Note 6 for further information on goodwill and other intangible assets.
72
SNAP-ON INCORPORATED
New accounting standards
In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-
09, Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting,
which is intended to simplify several aspects of the accounting for stock-based compensation transactions, including the
income tax consequences, classification of awards as either equity or liabilities, and classification on the statements of cash
flows. Snap-on adopted this ASU as of January 3, 2016. Prior to adoption, excess tax benefits or expense related to stock-
based compensation transactions were recognized in “Additional paid-in capital” on the accompanying Consolidated
Balance Sheets; following adoption, all excess tax benefits or expense related to stock-based compensation transactions
r
are recognized prospectively as income tax benefits or expense in the accompanying Consolidated Statements of Earnings.
In addition, the excess tax benefits or expense from stock-based compensation transactions previously included in
“Financing activities” on the accompanying Consolidated Statements of Cash Flows are prospectively included on that
statement as a component of “Net earnings.” To eliminate diversity in practice, the ASU also requires that cash payments
to tax authorities in connection with shares withheld to meet employees’ statutory tax withholding requirements are to be
included retrospectively, for all periods presented, in financing activities on the statements of cash flows. The adoption of
this ASU did not have a significant impact on the company’s Consolidated Financial Statements.
In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740), to
simplify the presentation of deferred income taxes by requiring that all deferred tax liabilities and assets be classified as
long term on the balance sheet. Snap-on adopted this ASU as of April 2, 2016. Upon adoption, Snap-on retrospectively
reclassified $109.9 million of current “Deferred income tax assets,” $45.9 million of long-term “Deferred income tax assets,”
and $0.3 million of current deferred income tax liabilities (included in “Other accrued liabilities”) to long-term “Deferred
income tax liabilities” on the accompanying 2015 year-end Consolidated Balance Sheet. Due to the jurisdictional netting of
non-current deferred tax assets and liabilities, Snap-on’s overall assets and liabilities were reduced by $155.8 million on
the revised 2015 year-end Consolidated Balance Sheet.
In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805), to simplify the accounting
and disclosures for entities that report provisional amounts for items in a business combination for which the accounting is
incomplete at the end of the reporting period in which the business combination occurred. The ASU, which was effective
for Snap-on at the beginning of its 2016 fiscal year, requires that an acquirer recognize adjustments to provisional amounts
identified during the measurement period in the reporting period in which the adjustment amounts are determined as if the
accounting had been completed at the acquisition date. Entities are required to present separately on the face of the income
statement or disclose in the notes to the financial statements the amounts recorded in current-period earnings (by line item)
that would have been recorded in previous reporting periods if the adjustments to the provisional amounts had been
recognized as of the acquisition date. The adoption of this ASU did not have a significant impact on the company’s
Consolidated Financial Statements.
In May 2015, the FASB issued ASU No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in
Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), which removed the requirement to categorize
within the fair value hierarchy all investments for which fair value is measured using the net asset value (“NAV”) per share
practical expedient. The ASU also removed the requirement to make certain disclosures for all investments that are eligible
to be measured at fair value using the NAV per share practical expedient. Rather, those disclosures are limited to
investments for which the entity has elected to measure the fair value using the practical expedient. Entities are required to
apply the provisions of this ASU retrospectively to all periods presented. Snap-on adopted ASU No. 2015-07 at the
beginning of its 2016 fiscal year. In Note 11 and Note 12, certain investments within the company’s pension and
postretirement plan assets that are measured at fair value using the NAV per share (or its equivalent) practical expedient
have not been classified in the fair value hierarchy. The adoption of this ASU did not have a significant impact on the
company’s Consolidated Financial Statements.
In October 2016, the FASB issued ASU No. 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). The amendments in this ASU are to be applied on a modified retrospective basis through a cumulative-effect
adjustment directly to retained earnings at the time of adoption. The company is currently assessing the impact this ASU
will have on its consolidated financial statements.
2016 ANNUAL REPORT
73
Notes to Consolidated Financial Statements (continued)
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), which adds and/or clarifies
guidance on the classification of certain cash receipts and payments in the statement of cash flows. The new guidance is
intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. This ASU
is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years; early
adoption is permitted. The company is currently assessing the impact this ASU will have on its consolidated statements of
cash flows.
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 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. 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 consolidated financial statements.
rr
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), 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 and assets recognized from costs incurred
to fulfill a contract.
f
In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue
from Contracts with Customers, which clarified the guidance in Topic 606 on assessing certain aspects of the new revenue
standard, including loan guarantee fees, contract cost impairment testing, provisions for loan losses, disclosure of remaining
and prior-period performance obligations, contract modifications, contract assets and receivables, refund liabilities,
advertising costs and other items. The amendments in this ASU did not change the core principles of the guidance in Topic
606.
In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606) – Narrow-Scope
Improvements and Practical Expedients, which clarified the guidance in Topic 606 on assessing collectibility, presentation
of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. The amendments
in this ASU did not change the core principles of the guidance in Topic 606.
In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606) – Identifying
Performance Obligations and Licensing, which clarified the identification of performance obligations and the licensing
implementation guidance in Topic 606. The amendments in this ASU did not change the core principles of the guidance in
Topic 606.
In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606) - Principal versus
Agent Considerations (Reporting Revenue Gross versus Net). ASU No. 2016-08 clarified the principal-versus-agent
implementation guidance in Topic 606 that requires an entity to determine whether the nature of its promise to provide
goods or services to a customer is performed in a principal or agent capacity and to recognize revenue in a gross or net
manner based on its principal/agent designation. The amendments in this ASU did not change the core principles of the
guidance in Topic 606.
74
SNAP-ON INCORPORATED
Entities may early adopt Topic 606 only as of annual reporting periods beginning after December 15, 2016, including interim
reporting periods within that reporting period. Entities have the option of adopting this standard using either a full
retrospective approach or a modified retrospective approach (i.e., through a cumulative-effect adjustment directly to retained
earnings at the time of adoption).
Snap-on commenced its assessment of Topic 606 during the second half of 2014 and developed a comprehensive project
plan that included representatives from across the company’s business segments. The project plan included analyzing the
standard’s impact on the company’s various revenue streams, comparing its historical accounting policies and practices to
the requirements of the new standard, and identifying potential differences from applying the requirements of the new
standard to its contracts. In addition, 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 December 31, 2016, and subject to the potential effects of any new related ASUs issued by the FASB in 2017, as well
as the company’s 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 will not have a significant
impact on the company’s consolidated financial statements. The company presently expects to adopt Topic 606 at the
beginning of its 2018 fiscal year using the modified retrospective approach.
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: Acquisitions
On November 16, 2016, Snap-on acquired Ryeson Corporation (d/b/a Sturtevant Richmont) for a preliminary cash purchase
price of $12.9 million (or $12.5 million, net of cash acquired). The preliminary purchase price is subject to change based
upon the finalization of a working capital adjustment that is expected to be completed in the first quarter of 2017. Sturtevant
Richmont, based in Carol Stream, Illinois, 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.
As of December 31, 2016, and subject to the finalization of the working capital adjustment in the first quarter of 2017, the
company has completed the majority of the purchase accounting valuations for the acquired net assets, including the
identification of $3.7 million of non-amortized trademarks, of Sturtevant Richmont. On a preliminary basis, the $3.2 million
excess of the Sturtevant Richmont purchase price over the fair value of the net assets acquired was recorded in “Goodwill”
on the accompanying Consolidated Balance Sheets. The company does not expect any of the goodwill will be deductible
for tax purposes.
On October 31, 2016, Snap-on acquired Car-O-Liner Holding AB (“Car-O-Liner”) for a preliminary cash purchase price of
$151.8 million (or $147.9 million, net of cash acquired). The preliminary purchase price is subject to change based upon
the finalization of a working capital adjustment that is expected to be completed in the first quarter of 2017. Car-O-Liner,
headquartered in Gothenburg, Sweden, designs and manufactures collision repair equipment, and information and truck
alignment systems. For segment reporting purposes, substantially all of Car-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.
2016 ANNUAL REPORT
75
Notes to Consolidated Financial Statements (continued)
As of December 31, 2016, the purchase accounting valuations for the acquired net assets of Car-O-Liner, including
intangible assets, were not complete. Given the timing and complexity of this acquisition, the presentation of Car-O-Liner
in Snap-on’s 2016 Consolidated Financial Statements, including the allocation of the purchase price, has been prepared
on a preliminary basis and changes to the allocations will occur as fair value estimates of the acquired net assets are
determined. The company anticipates completing the purchase accounting valuations for Car-O-Liner during the first half
of 2017. On a preliminary basis, the $128.1 million excess of the Car-O-Liner purchase price over the net assets acquired
was recorded in “Goodwill” on the accompanying Consolidated Balance Sheets. The company does not expect any of the
goodwill will be deductible for tax purposes.
The following is a summary of the preliminary values of the assets acquired and liabilities assumed of Car-O-Liner as of
the acquisition date:
(Amounts in millions)
Assets acquired:
Cash
Amount
$
3.9
Trade and other accounts receivable
17.4
Inventories
Property and equipment
Goodwill
Other assets
Total assets acquired
Liabilities assumed:
Accounts payable
Accrued expenses
Pension liabilities
Other liabilities
Total liabilities assumed
Preliminary net assets acquired
18.0
7.6
128.1
2.7
177.7
9.8
9.3
4.3
2.5
25.9
$
151.8
The post-acquisition revenues and earnings for the Sturtevant Richmont and Car-O-Liner acquisitions, individually and
collectively, were neither significant nor material to Snap-on’s 2016 results of operations.
On July 27, 2015, Snap-on acquired the assets of Ecotechnics S.p.A. (“Ecotechnics”) for a cash purchase price of $11.8
million. Ecotechnics designs and manufactures vehicle air conditioning service equipment for original equipment
manufacturer (“OEM”) dealerships and the automotive aftermarket worldwide.
On May 28, 2014, Snap-on acquired substantially all of the assets of Pro-Cut International, Inc. (“Pro-Cut”) for a cash
purchase price of $41.3 million. Pro-Cut designs, manufactures and distributes on-car brake lathes, related equipment and
accessories used in brake servicing by automotive repair facilities.
For segment reporting purposes, the results of operations and assets of Ecotechnics and Pro-Cut have been included in
the Repair Systems & Information Group since the respective acquisition dates.
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 to Snap-on’s results of operations or financial position. See Note 6 for
further information on goodwill and other intangible assets.
f
76
SNAP-ON INCORPORATED
Note 3: 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 to Snap-on’s independent franchise van channel on a non-
extended-term basis with payment terms generally ranging from 30 to 120 days.
The components of Snap-on’s trade and other accounts receivable as of 2016 and 2015 year end are as follows:
(Amounts in millions)
Trade and other accounts receivable
Allowances for doubtful accounts
Total trade and other accounts receivable – net
Finance and Contract Receivables
2016
612.8
(14.0)
598.8
$
$
2015
579.2
(16.7)
562.5
$
$
Snap-on Credit LLC (“SOC”), the company’s financial services operation in the United States, originates extended-term
finance and contract receivables on sales of Snap-on’s products sold through the U.S. franchisee and customer network
and to certain other customers of Snap-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
Consolidated Statements of Earnings.
f
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 of Snap-on’s current finance and contract receivables as of 2016 and 2015 year end are as follows:
(Amounts in millions)
Finance receivables, net of unearned finance charges
of $17.0 million and $16.9 million, respectively
Contract receivables, net of unearned finance charges
of $15.6 million and $15.1 million, respectively
Total
Allowances for doubtful accounts:
Finance receivables
Contract receivables
Total
Total current finance and contract receivables – net
Finance receivables – net
Contract receivables – net
Total current finance and contract receivables – net
2016
2015
$
488.1
$
460.7
89.3
577.4
(15.6)
(1.2)
(16.8)
560.6
472.5
88.1
560.6
$
$
$
83.5
544.2
(13.4)
(1.4)
(14.8)
529.4
447.3
82.1
529.4
$
$
$
2016 ANNUAL REPORT
77
Notes to Consolidated Financial Statements (continued)
The components of Snap-on’s finance and contract receivables with payment terms beyond one year as of 2016 and 2015
year end are as follows:
(Amounts in millions)
Finance receivables, net of unearned finance charges
of $13.0 million and $10.9 million, respectively
Contract receivables, net of unearned finance charges
of $21.5 million and $21.1 million, respectively
Total
Allowances for doubtful accounts:
Finance receivables
Contract receivables
Total
Total long-term finance and contract receivables – net
Finance receivables – net
Contract receivables – net
Total long-term finance and contract receivables – net
2016
2015
$
967.5
$
797.5
289.4
1,256.9
269.6
1,067.1
(33.0)
(2.7)
(35.7)
$ 1,221.2
$
934.5
286.7
$ 1,221.2
(24.8)
(3.0)
(27.8)
$ 1,039.3
$
772.7
266.6
$ 1,039.3
Long-term finance and contract receivables installments, net of unearned finance charges, as of 2016 and 2015 year end
are scheduled as follows:
2016
2015
(Amounts in millions)
Due in Months:
13 – 24
25 – 36
37 – 48
49 – 60
Thereafter
Total
Finance
Receivables
380.9
$
296.9
196.8
92.9
–
967.5
$
Contract
Receivables
$
69.5
60.2
49.7
37.7
72.3
289.4
Finance
Receivables
361.0
$
252.8
137.8
45.9
–
797.5
$
$
$
Contract
Receivables
$
65.1
56.6
46.5
35.0
66.4
269.6
Delinquency is the primary indicator of credit quality for finance and contract receivables. Receivable balances are
considered delinquent when contractual payments become 30 days past due.
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 are charged-off against
the allowances when appropriate. As of 2016 and 2015 year end, there were $24.9 million and $18.2 million, respectively,
of impaired finance receivables, and there were $2.0 million and $1.7 million, respectively, of impaired contract receivables.
78
SNAP-ON INCORPORATED
It is the general practice of Snap-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 2016 and 2015 year end were immaterial to
both the financial services portfolio and the company’s results of operations and financial position.
The aging of finance and contract receivables as of 2016 and 2015 year end is as follows:
(Amounts in millions)
2016 year end:
Finance receivables
Contract receivables
30-59
Days Past
Due
$ 15.1
1.4
2015 year end:
Finance receivables
Contract receivables
$ 12.1
1.3
60-90
Days Past
Due
$
$
9.8
0.9
7.6
0.7
Greater
Than 90
Days Past
Due
$ 17.0
1.4
Total Past
Due
Total Not
Past Due
Total
Greater
Than 90
Days Past
Due and
Accruing
$ 41.9
3.7
$ 1,413.7
375.0
$ 1,455.6
378.7
$ 13.2
0.5
$ 11.9
1.3
$ 31.6
3.3
$ 1,226.6
349.8
$ 1,258.2
353.1
$
9.1
0.3
The amount of performing and nonperforming finance and contract receivables based on payment activity as of 2016 and
2015 year end is as follows:
(Amounts in millions)
Performing
Nonperforming
Total
2016
2015
Finance
Receivables
Contract
Receivables
Finance
Receivables
Contract
Receivables
$ 1,430.7
24.9
$ 1,455.6
$
$
376.7
2.0
378.7
$ 1,240.0
18.2
$ 1,258.2
$
$
351.4
1.7
353.1
The amount of finance and contract receivables on nonaccrual status as of 2016 and 2015 year end is as follows:
(Amounts in millions)
Finance receivables
Contract receivables
$
2016
11.7
1.5
$
2015
9.3
1.5
The following is a rollforward of the allowances for doubtful accounts for finance and contract receivables for 2016 and
2015:
(Amounts in millions)
2016
2015
Finance
Receivables
Contract
Receivables
Finance
Receivables
Contract
Receivables
Allowances for doubtful accounts:
Beginning of year
$
Provision
Charge-offs
Recoveries
Currency translation
End of year
$
38.2
44.0
(39.8)
6.2
–
$
48.6
$
4.4
1.0
(1.8)
0.4
(0.1)
3.9
$
$
32.7
31.6
(31.7)
5.9
(0.3)
$
38.2
$
3.5
2.5
(1.9)
0.4
(0.1)
4.4
2016 ANNUAL REPORT
79
Notes to Consolidated Financial Statements (continued)
The following is a rollforward of the combined allowances for doubtful accounts related to trade and other accounts
receivable, as well as finance and contract receivables, for 2016, 2015 and 2014:
(Amounts in millions)
((
Allowances for doubtful accounts:
2016
2015
2014
Balance at
Beginning
of Year
Expenses
Deductions (1)
Balance at
End of
Year
$
59.3
52.4
46.0
$
51.5
45.1
41.7
$
(44.3)
$
(38.2)
(35.3)
66.5
59.3
52.4
(1) Represents write-offs of bad debts, net of recoveries, and the net impact of currency translation.
Note 4: Inventories
Inventories by major classification as of 2016 and 2015 year end are as follows:
(Amounts in millions)
Finished goods
Work in progress
Raw materials
Total FIFO value
Excess of current cost over LIFO cost
2016
2015
$
467.4
$
437.9
42.7
93.6
603.7
(73.2)
42.9
90.3
571.1
(73.3)
Total inventories – net
$
530.5
$
497.8
Inventories accounted for using the FIFO method approximated 59% and 57% of total inventories as of 2016 and 2015 year
end, respectively. The company accounts for its non-U.S. inventory on the FIFO method. As of 2016 year end,
approximately 33% of the company’s U.S. inventory was accounted for using the FIFO method and 67% was accounted for
using the LIFO method. There were no LIFO inventory liquidations in 2016, 2015 or 2014.
Note 5: Property and Equipment
Property and equipment (which are carried at cost) as of 2016 and 2015 year end are as follows:
(Amounts in millions)
Land
Buildings and improvements
Machinery, equipment and computer software
Property and equipment – gross
Accumulated depreciation and amortization
$
2016
19.1
309.4
809.6
1,138.1
(712.9)
$
2015
19.7
297.9
780.3
1,097.9
(684.4)
Property and equipment – net
$
425.2
$
413.5
The estimated service lives of property and equipment are principally as follows:
Buildings and improvements
Machinery, equipment and computer software
3 to 50 years
2 to 15 years
80
SNAP-ON INCORPORATED
The cost and accumulated depreciation of property and equipment under capital leases as of 2016 and 2015 year end are
as follows:
(Amounts in millions)
Buildings and improvements
Accumulated depreciation
Net book value
2016
20.5
(12.3)
8.2
$
$
2015
20.1
(11.0)
9.1
$
$
Depreciation expense was $61.4 million, $57.8 million and $54.8 million in 2016, 2015 and 2014, respectively.
Note 6: Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill by segment for 2016 and 2015 are as follows:
(Amounts in millions)
Balance as of 2014 year end
Currency translation
Acquisition
Balance as of 2015 year end
Currency translation
Acquisitions
Balance as of 2016 year end
Commercial &
Industrial Group
275.9
$
(22.8)
–
253.1
(16.4)
5.7
242.4
$
$
Snap-on
Tools Group
12.5
–
–
12.5
–
–
12.5
$
$
$
$
Repair Systems &
Information Group
522.3
(4.0)
6.2
524.5
(9.5)
125.6
640.6
$
$
Total
810.7
(26.8)
6.2
790.1
(25.9)
131.3
895.5
$
$
$
Goodwill of $895.5 million as of 2016 year end includes, on a preliminary basis, $131.3 million of non-tax-deductible goodwill
from the 2016 acquisitions of Car-O-Liner and Sturtevant Richmont. The preliminary goodwill from Car-O-Liner of $128.1
million as of 2016 year end is distributed as follows: $125.6 million in the Repair Systems & Information Group and $2.5
million in the Commercial & Industrial Group. The preliminary goodwill from Sturtevant Richmont of $3.2 million as of 2016
year end is included in the Commercial & Industrial Group. The preliminary purchase prices for the Car-O-Liner and
Sturtevant Richmont acquisitions are subject to the finalization of working capital adjustments that are expected to be
completed in the first quarter of 2017. See Note 2 for additional information on acquisitions.
As the purchase accounting valuations for the acquired net assets of Car-O-Liner were not complete as of December 31,
2016, the allocation of the purchase price, and resulting goodwill, has been prepared on a preliminary basis and changes
to the allocations will occur as fair value estimates of the acquired net assets, including intangible assets, are determined.
Additional disclosures related to other intangible assets as of 2016 and 2015 year end are as follows:
(Amounts in millions)
Amortized other intangible assets:
Customer relationships
Developed technology
Internally developed software
Patents
Trademarks
Other
Total
Non-amortized trademarks
Total other intangible assets
2016
2015
Gross Carrying
Value
Accumulated
Amortization
Gross Carrying
Value
Accumulated
Amortization
$
142.6
17.7
165.7
31.9
2.8
7.2
367.9
64.2
432.1
$
$
$
(86.0)
(17.7)
(118.3)
(21.5)
(1.8)
(2.2)
(247.5)
–
(247.5)
$
146.2
18.9
156.0
30.1
2.6
7.6
361.4
62.3
423.7
$
$
$
(79.7)
(18.9)
(105.6)
(20.9)
(1.7)
(1.9)
(228.7)
–
(228.7)
2016 ANNUAL REPORT
81
Notes to Consolidated Financial Statements (continued)
The gross carrying value of non-amortized trademarks as of 2016 year end includes $3.7 million related to the Sturtevant
Richmont acquisition.
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 2016 year end, the company had no accumulated
impairment losses.
The weighted-average amortization periods related to other intangible assets are as follows:
Customer relationships
Internally developed software
Patents
Trademarks
Other
In Years
15
3
8
6
39
Snap-on is amortizing its customer relationships on both an accelerated and straight-line basis over a 15 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-average 15 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 $24.2 million in 2016 and $24.7 million in both 2015 and 2014. Based on current
levels of amortizable intangible assets and estimated weighted-average useful lives, estimated annual amortization expense
is expected to be $23.2 million in 2017, $20.8 million in 2018, $17.5 million in 2019, $13.9 million in 2020, and $12.2 million in
2021.
Note 7: Exit and Disposal Activities
In 2016, the company’s Repair Systems & Information Group recorded $0.9 million of severance costs for exit and disposal
activities, all of which qualified for accrual treatment; no costs for exit and disposal activities were recorded in 2015. In
2014, Snap-on recorded $6.5 million of severance costs for exit and disposal activities, all of which qualified for accrual
treatment. The exit and disposal accrual of $2.8 million as of 2016 year end is expected to be fully 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.
Note 8: Income Taxes
The source of earnings before income taxes and equity earnings consisted of the following:
(Amounts in millions)
United States
Foreign
Total
2016
2015
2014
$ 644.0
$ 578.4
$ 481.1
157.4
132.1
149.8
$ 801.4
$ 710.5
$ 630.9
82
SNAP-ON INCORPORATED
The provision (benefit) for income taxes consisted of the following:
(Amounts in millions)
Current:
Federal
Foreign
State
Total current
Deferred:
Federal
Foreign
State
Total deferred
Total income tax provision
2016
2015
2014
$ 175.9
$ 165.8
$ 137.6
39.9
27.2
243.0
6.3
(6.7)
1.7
1.3
40.8
19.7
226.3
(8.7)
3.9
(0.3)
(5.1)
41.2
17.5
196.3
10.0
(8.2)
1.4
3.2
$ 244.3
$ 221.2
$ 199.5
The following is a reconciliation of the statutory federal income tax rate to Snap-on’s effective tax rate:
Statutory federal income tax rate
Increase (decrease) in tax rate resulting from:
State income taxes, net of federal benefit
f
Noncontrolling interests
Repatriation of foreign earnings
Change in valuation allowance for deferred tax assets
Adjustments to tax accruals and reserves
Foreign rate differences
Domestic production activities deduction
Excess tax benefits related to equity compensation
Other
Effective tax rate
2016
35.0%
2015
35.0%
2014
35.0%
2.4
(0.6)
(0.1)
(1.0)
0.3
(2.1)
(1.9)
(1.8)
0.3
2.3
(0.6)
(3.0)
0.1
0.8
(1.9)
(1.9)
–
0.3
30.5%
31.1%
2.2
(0.5)
(0.4)
(0.9)
0.5
(2.2)
(2.0)
–
(0.1)
31.6%
Snap-on’s effective income tax rate on earnings attributable to Snap-on Incorporated was 31.0% in 2016, 31.7% in 2015,
and 32.1% in 2014. The effective tax rate for 2016 included tax benefits from the reversal of deferred tax asset valuation
allowances that are now expected to be realized in future years, as well as tax benefits associated with the January 3, 2016
adoption of ASU No. 2016-09; these tax benefits were partially offset by tax contingency reserves established for certain
non-U.S. tax audits. See Note 1 for further information on the company’s adoption of ASU No. 2016-09.
2016 ANNUAL REPORT
83
Notes to Consolidated Financial Statements (continued)
Temporary differences that give rise to the net deferred income tax asset (liability) as of 2016, 2015 and 2014 year end
are as follows:
(Amounts in millions)
Long-term deferred income tax assets (liabilities):
Inventories
Accruals not currently deductible
Tax credit carryforward
Employee benefits
Net operating losses
Depreciation and amortization
Valuation allowance
Equity-based compensation
Cash flow hedge
Other
Net deferred income tax asset
2016
2015
2014
$
$
33.3
77.7
15.1
108.1
42.8
(209.8)
(21.7)
24.3
(5.5)
(4.6)
59.7
$
$
29.4
71.1
10.2
101.2
44.4
(199.3)
(32.0)
22.7
–
(1.6)
46.1
$
$
29.2
72.7
–
91.5
53.5
(191.2)
(34.8)
19.6
–
(5.7)
34.8
As of 2016 year end, Snap-on had tax net operating loss carryforwards totaling $253.8 million as follows:
(Amounts in millions)
Year of expiration:
2017 – 2021
2022 – 2026
2027 – 2031
2032 – 2036
Indefinite
Total net operating loss carryforwards
State
Federal
Foreign
Total
$
–
0.3
122.1
–
–
$ 122.4
$
$
–
–
–
–
–
–
$
37.6
6.5
37.6
–
49.7
$ 131.4
$
37.6
6.8
159.7
–
49.7
$ 253.8
A valuation allowance totaling $21.7 million, $32.0 million and $34.8 million as of 2016, 2015 and 2014 year end,
respectively, has been established for deferred income tax assets primarily related to certain subsidiary loss carryforwards
that may not be realized. For the year ended December 31, 2016, the net valuation allowance decreased by $10.3 million
primarily due to a non-U.S. subsidiary having, in part, attained three years of cumulative pretax income and, as a result,
management concluded there is sufficient positive evidence that it is more-likely-than-not that additional deferred taxes are
realizable. Realization of the net deferred income tax assets is dependent on generating sufficient taxable income prior to
their expiration. Although realization is not assured, management believes it is more-likely-than-not that the net deferred
income tax assets will be realized. The amount of the net deferred income tax assets considered realizable, however, could
change in the near term if estimates of future taxable income during the carryforward period fluctuate.
The following is a reconciliation of the beginning and ending amounts of unrecognized tax benefits for 2016, 2015 and 2014:
(Amounts in millions)
Unrecognized tax benefits at beginning of year
Gross increases – tax positions in prior periods
Gross decreases – tax positions in prior periods
Gross increases – tax positions in the current period
Settlements with taxing authorities
Lapsing of statutes of limitations
Unrecognized tax benefits at end of year
2016
7.2
2.5
(0.3)
0.5
–
(0.5)
9.4
$
$
2015
6.4
1.7
(0.5)
0.5
–
(0.9)
7.2
$
$
2014
4.6
2.1
–
1.8
(1.6)
(0.5)
6.4
$
$
84
SNAP-ON INCORPORATED
The unrecognized tax benefits of $9.4 million, $7.2 million and $6.4 million as of 2016, 2015 and 2014 year end, respectively,
would impact the effective income tax rate if recognized. As of December 31, 2016, unrecognized tax benefits of $3.4
million, $2.4 million and $3.6 million were included in “Deferred income tax assets,” “Other accrued liabilities” and “Other
long-term liabilities,” respectively, on the accompanying Consolidated Balance Sheet. Interest and penalties related to
unrecognized tax benefits are recorded in income tax expense. As of 2016, 2015 and 2014 year end, the company had
provided for $0.9 million, $0.5 million and $0.5 million, respectively, of accrued interest and penalties related to unrecognized
tax benefits. During 2016, the company increased the reserve attributable to interest and penalties associated with
unrecognized tax benefits by a net $0.4 million. As of December 31, 2016, $0.4 million and $0.5 million of accrued interest
and penalties were included in “Other accrued liabilities” and “Other long-term liabilities,” respectively, on the accompanying
Consolidated Balance Sheet.
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, causing Snap-on’s gross unrecognized tax benefits to
decrease by a range of zero to $4.0 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 $1.2 million over the next 12 months for uncertain tax positions
expected to be taken in future tax filings.
With few exceptions, Snap-on is no longer subject to U.S. federal and state/local income tax examinations by tax authorities
for years prior to 2011, and Snap-on is no longer subject to non-U.S. income tax examinations by tax authorities for years
prior to 2010.
The undistributed earnings of all non-U.S. subsidiaries totaled $800.6 million, $624.1 million and $619.1 million as of 2016,
2015 and 2014 year end, respectively. Snap-on has not provided any deferred taxes on these undistributed earnings as it
considers the undistributed earnings to be permanently invested. Determination of the amount of unrecognized deferred
income tax liability related to these earnings is not practicable.
Note 9: Short-term and Long-term Debt
Short-term and long-term debt as of 2016 and 2015 year end consisted of the following:
(Amounts in millions)
5.50% unsecured notes due 2017
4.25% unsecured notes due 2018
6.70% unsecured notes due 2019
6.125% unsecured notes due 2021
Other debt*
$
$
2016
150.0
250.0
200.0
250.0
160.2
1,010.2
Less: notes payable and current maturities of
long-term debt:
Current maturities of long-term debt
$
(150.0)
$
Commercial paper borrowings
Other notes
(130.0)
(21.4)
(301.4)
2015
150.0
250.0
200.0
250.0
30.1
880.1
–
–
(18.4)
(18.4)
Total long-term debt
$
708.8
$
861.7
* Includes fair value adjustments related to interest rate swaps.
2016 ANNUAL REPORT
85
Notes to Consolidated Financial Statements (continued)
The annual maturities of Snap-on’s long-term debt and notes payable over the next five years are $301.4 million in 2017
(including $150 million of unsecured 5.50% notes due January 2017 (the “2017 Notes”) that were repaid upon maturity),
$250 million on January 15, 2018, $200 million in 2019, no maturities in 2020, and $250 million in 2021. As of 2016 year
end, the $250 million of 4.25% unsecured notes that mature on January 15, 2018, are included in “Long-term debt” on the
accompanying Consolidated Balance Sheet as their scheduled maturity was in excess of one year of the 2016 year-end
balance sheet date. See Note 20 regarding the January 2017 repayment of the 2017 Notes.
Average notes payable outstanding, including commercial paper borrowings, were $49.3 million and $78.5 million in 2016
and 2015, respectively. The weighted-average interest rate of 7.09% in 2016 increased from 4.36% last year primarily due
f
to higher interest rates on local borrowings in emerging growth markets (where interest rates are generally higher). Average
commercial paper borrowings were $26.6 million and $52.2 million in 2016 and 2015, respectively, and the weighted-
average interest rate of 0.73% in 2016 increased from 0.41% last year. At 2016 year end, the weighted-average interest
rate on outstanding notes payable of 2.85% compared with 15.82% at 2015 year end. The 2016 year-end rate benefited
from lower interest rates on commercial paper borrowings. The 2015 year-end rate reflected higher rates on local borrowings
in emerging growth markets; no commercial paper was outstanding at 2015 year end.
Snap-on has a five-year, $700 million multi-currency revolving credit facility that terminates on December 15, 2020 (the
“Credit Facility”); as of December 31, 2016, no amounts were outstanding under the Credit Facility. Borrowings under the
Credit Facility bear interest at varying rates based on Snap-on’s then-current, long-term debt ratings. The Credit Facility’s
financial covenant requires that Snap-on maintain, as of each fiscal quarter end, either (i) a ratio not greater than 0.60 to
1.00 of consolidated net debt (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 2016 year end,
the company’s actual ratios of 0.24 and 1.02, 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 as back-up liquidity to support such commercial paper issuances.
Note 10: Financial Instruments
Derivatives: All derivative instruments are reported in the Consolidated Financial Statements at fair value. Changes in the
fair value of derivatives are recorded each period in earnings or on the accompanying 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.
ff
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.
86
SNAP-ON INCORPORATED
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 that
Snap-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. 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 Consolidated Statements of
Earnings.
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 comprised of $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. As of 2015 year end, Snap-on had $98.3 million of net foreign currency forward buy contracts
outstanding comprised of buy contracts including $52.0 million in euros, $31.4 million in British pounds, $23.4 million in
Swedish kronor, $12.9 million in Singapore dollars, $6.2 million in South Korean won, $5.5 million in Mexican pesos and
$8.7 million in other currencies, and sell contracts comprised of $18.4 million in Canadian dollars, $9.7 million in Japanese
yen, $4.2 million in Australian dollars and $9.5 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 of Snap-on’s borrowings through the use of interest rate swap agreements (“interest
rate swaps”) and treasury lock agreements (“treasury locks”).
Interest rate swaps: Snap-on enters into interest rate swaps to manage risks associated with changing interest rates related
to the company’s fixed rate borrowings. Interest rate swaps are accounted for as fair value hedges. The differentials paid
or received on interest rate swaps are recognized as adjustments to “Interest expense” on the accompanying 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 Consolidated Balance Sheets, while any ineffective portion is recorded as an adjustment to “Interest
expense” on the accompanying Consolidated Statements of Earnings. The notional amount of interest rate swaps
outstanding and designated as fair value hedges was $100 million as of both 2016 and 2015 year end.
ff
f
Treasury locks: Snap-on entered into a treasury lock in November 2016 to manage the potential change in interest rates
in anticipation of the possible issuance of fixed rate debt; the treasu
ry lock expires on February 28, 2017. Treasury locks
are accounted for as cash flow hedges. The effective differentials to be paid or received on treasury locks related to the
anticipated issuance of fixed rate debt are initially recorded in Accumulated OCI. As of 2016 year end, an unrecognized
gain of $8.8 million has been recorded in Accumulated OCI on the accompanying Consolidated Balance Sheet. Upon the
issuance of debt, the related amount in Accumulated OCI will be released over the term of the debt and recognized as an
adjustment to interest expense on the consolidated statements of earnings. The notional amount of treasury locks
outstanding and designated as cash flow hedges as of December 31, 2016, was $250 million; there were no treasury locks
outstanding as of January 2, 2016, and no treasury locks were settled in 2016 or 2015.
r
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 potential mark-to-market effect on stock-based deferred compensation from
changes in Snap-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 such mark-to-market changes. As of 2016 and 2015 year
end, Snap-on had equity forwards in place intended to manage market risk with respect to 104,400 shares and 107,900
shares, respectively, of Snap-on common stock associated with its deferred compensation plans.
f
2016 ANNUAL REPORT
87
Notes to Consolidated Financial Statements (continued)
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 values
of derivative instruments included within the accompanying Consolidated Balance Sheets as of 2016 and 2015 year end
are as follows:
2016
2015
Asset
Derivatives
Fair Value
Liability
Derivatives
Fair Value
Asset
Derivatives
Fair Value
Liability
Derivatives
Fair Value
(Amounts in millions)
Derivatives designated as
hedging instruments:
Balance Sheet Presentation
Interest rate swaps
Treasury locks
Other assets
Other assets
$
9.8
14.3
24.1
$
–
–
–
Derivatives not designated
as hedging instruments:
Foreign currency forwards
Prepaid expenses and other assets
$
Foreign currency forwards Other accrued liabilities
Equity forwards
Prepaid expenses and other assets
4.4
–
17.9
22.3
$
–
13.5
–
13.5
Total derivative instruments
$
46.4
$
13.5
$
12.9
$
–
12.9
2.8
–
18.5
21.3
34.2
$
$
$
$
–
–
–
–
5.9
–
5.9
5.9
As of 2016 and 2015 year end, the fair value adjustment to long-term debt related to the interest rate swaps was $9.8 million
and $12.9 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
the six-month LIBOR swap rate for similar instruments. Treasury locks are valued based on the 10-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 its 2016 and 2015 years ended.
The effect of derivative instruments designated as fair value hedges as included in the Consolidated Statements of Earnings
is as follows:
(Amounts in millions)
Derivatives designated as fair
value hedges:
Statement of
Earnings
Presentation
Effective Portion of Gain Recognized in Income
2016
2015
2014
Interest rate swaps
Interest expense
$
2.9
$
3.7
$
4.0
88
SNAP-ON INCORPORATED
The effect of derivative instruments designated as cash flow hedges as included in Accumulated OCI on the Consolidated
Balance Sheets and the Consolidated Statements of Earnings is as follows:
Effective Portion of Gain Recognized
in Accumulated OCI
2016
2015
2014
Statement of
Earnings
Presentation
Effective Portion of Gain Reclassified
from Accumulated OCI into Income
2016
2015
2014
(Amounts in millions)
Derivatives designated
as cash flow hedges:
Treasury locks
$
8.8
$
–
$
–
Interest expense
$
0.3
$
0.3
$
0.3
The effects of derivative instruments not designated as hedging instruments as included in the Consolidated Statements of
Earnings are as follows:
(Amounts in millions)
Derivatives not designated as
hedging instruments:
Statement of
Earnings
Presentation
Gain (Loss) Recognized in Income
2016
2015
2014
Foreign currency forwards
Other income
(expense) – net
Equity forwards
Operating expenses
$
(7.4)
0.8
$
(15.5)
$
(19.3)
4.7
3.6
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 Consolidated Statements of Earnings. In 2016, the
$7.4 million derivative loss was partially offset by transaction gains on net exposures of $6.1 million, resulting in a net foreig
n
exchange loss of $1.3 million. In 2015, the $15.5 million derivative loss was partially offset by transaction gains on net
exposures of $12.8 million, resulting in a net foreign exchange loss of $2.7 million. In 2014, the $19.3 million derivative loss
was partially offset by transaction gains on net exposures of $17.8 million, resulting in a net foreign exchange loss of $1.5
million. The resulting net foreign exchange losses are included in “Other income (expense) – net” on the accompanying
Consolidated Statements of Earnings. See Note 16 for additional information on “Other income (expense) – net.”
f
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 Consolidated Statements of Earnings. The $0.8 million derivative gain recognized in 2016
was partially offset by $0.3 million of mark-to-market deferred compensation expense. The $4.7 million derivative gain
recognized in 2015 was largely offset by $4.6 million of mark-to-market deferred compensation expense. The $3.6 million
derivative gain recognized in 2014 was offset by $3.6 million of mark-to-market deferred compensation expense.
ff
As of 2016 year end, the maximum maturity date of any fair value hedge was five years. During the next 12 months, Snap-on
expects to reclassify into earnings net gains from Accumulated OCI of approximately $0.2 million after tax at the time the
underlying hedge transactions are realized.
Counterparty risk: Snap-on is exposed to credit losses in the event of non-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 of A- or better. Snap-on does not anticipate non-performance by
its counterparties, but cannot provide assurances.
2016 ANNUAL REPORT
89
Notes to Consolidated Financial Statements (continued)
Fair value of financial instruments: The fair values of financial instruments that do not approximate the carrying values
in the financial statements as of 2016 and 2015 year end are as follows:
(Amounts in millions)
Finance receivables – net
Contract receivables – net
Long-term debt, notes payable and
current maturities of long-term debt
Carrying
Value
$ 1,407.0
374.8
2016
Fair
Value
$ 1,631.2
409.7
1,010.2
1,076.7
2015
Carrying
Value
Fair
Value
$ 1,220.0
$ 1,381.9
348.7
880.1
380.2
961.1
The following methods and assumptions were used in estimating the fair value of financial instruments:
(cid:120)
(cid:120)
(cid:120)
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 pre-
payment trends where applicable. The cash flows are discounted over the average life of the receivables using a
current market discount rate of a similar term adjusted for credit quality. Significant inputs to the fair value
measurements of the receivables are unobservable and, as such, are classified as Level 3.
Fair value of long-term debt and current maturities of long-term debt was estimated, using Level 2 fair value
measurements, based on quoted market values of Snap-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.
Note 11: Pension Plans
Snap-on has several non-contributory defined benefit pension plans covering most U.S. employees and certain employees
in foreign countries. Snap-on also has foreign contributory defined benefit pension plans covering certain foreign
employees. Retirement benefits are generally provided based on employees’ years of service and average earnings or
stated amounts for years of service. Normal retirement age is 65, with provisions for earlier retirement.
The status of Snap-on’s pension plans as of 2016 and 2015 year end is as follows:
(Amounts in millions)
Change in projected benefit obligation:
Benefit obligation at beginning of year
Service cost
Interest cost
Plan participant contributions
Benefits paid
Actuarial loss (gain)
Foreign currency impact
Benefit obligation at end of year
2016
2015
$ 1,279.4
$ 1,325.9
19.3
56.5
1.0
(63.2)
94.7
(26.3)
20.0
53.2
1.1
(62.4)
(40.8)
(17.6)
$ 1,361.4
$ 1,279.4
90
SNAP-ON INCORPORATED
(Amounts in millions)
Change in plan assets:
2016
2015
Fair value of plan assets at beginning of year
$ 1,049.2
$ 1,103.4
Actual return (loss) on plan assets
Plan participant contributions
Employer contributions
Benefits paid
Foreign currency impact
Fair value of plan assets at end of year
Unfunded status at end of year
73.5
1.0
68.7
(63.2)
(18.4)
(17.8)
1.1
39.2
(62.4)
(14.3)
$ 1,110.8
$ 1,049.2
$ (250.6)
$ (230.2)
Amounts recognized in the Consolidated Balance Sheets as of 2016 and 2015 year end are as follows:
(Amounts in millions)
Other assets
Accrued benefits
Pension liabilities
Net liability
2016
2015
$
0.6
(4.7)
$
2.1
(4.5)
(246.5)
(227.8)
$ (250.6)
$ (230.2)
Amounts included in Accumulated OCI on the accompanying Consolidated Balance Sheets as of 2016 and 2015 year end
are as follows:
(Amounts in millions)
2016
2015
Net loss, net of tax of $160.6 million and $141.4 million, respectively
$ (297.0)
$ (253.7)
Prior service credit, net of tax of $1.3 million and $1.7 million, respectively
2.2
2.8
$ (294.8)
$ (250.9)
The accumulated benefit obligation for Snap-on’s pension plans as of 2016 and 2015 year end was $1,283.1 million and
$1,231.2 million, respectively.
The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for Snap-on’s pension plans
in which the accumulated benefit obligation exceeds the fair value of plan assets as of 2016 and 2015 year end are as
follows:
(Amounts in millions)
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
2016
2015
$ 1,312.1
$ 1,128.4
1,238.7
1,061.0
1,097.6
906.5
2016 ANNUAL REPORT
91
Notes to Consolidated Financial Statements (continued)
The components of net periodic benefit cost and changes recognized in “Other comprehensive income (loss)” (“OCI”) are
as follows:
(Amounts in millions)
Net periodic benefit cost:
Service cost
Interest cost
Expected return on plan assets
Amortization of unrecognized loss
Amortization of prior service credit
Net periodic benefit cost
Changes in benefit obligations recognized in OCI, net of tax:
Net loss
Prior service cost
Total recognized in OCI
2016
2015
2014
$
19.3
56.5
(81.0)
31.3
(1.1)
$
20.0
53.2
(79.0)
38.6
(0.9)
$
18.0
57.3
(73.3)
22.8
(0.8)
$
25.0
$
31.9
$
24.0
$
$
43.3
0.6
43.9
$
$
6.3
0.7
7.0
$
$
72.0
0.5
72.5
Amounts in Accumulated OCI that are expected to be amortized as net expense into net periodic benefit cost during 2017
are as follows:
(Amounts in millions)
Amortization of unrecognized loss
Amortization of prior service credit
Total to be recognized in net periodic benefit cost
Amount
$
$
27.6
(1.1)
26.5
The worldwide weighted-average assumptions used to determine Snap-on’s full-year pension costs are as follows:
Discount rate
Expected return on plan assets
Rate of compensation increase
2016
4.5%
7.4%
3.6%
2015
4.1%
7.4%
3.6%
2014
5.1%
7.4%
3.6%
The worldwide weighted-average assumptions used to determine Snap-on’s projected benefit obligation as of 2016 and
2015 year end are as follows:
Discount rate
Rate of compensation increase
2016
4.2%
3.4%
2015
4.5%
3.6%
The objective of Snap-on’s discount rate assumption is to reflect the rate at which the pension benefits could be effectively
settled. In making this determination, the company takes into account the timing and amount of benefits that would be
available under the plans. The domestic discount rate as of 2016 and 2015 year end was selected based on a cash flow
matching methodology developed by the company’s outside actuaries and which incorporates a review of current economic
conditions. This methodology matches the plans’ yearly projected cash flows for benefits and service costs to those of
hypothetical bond portfolios using high-quality, AA rated or better, corporate bonds from either Moody’s Investors Service
or Standard & Poor’s credit rating agencies available at the measurement date. This technique calculates bond portfolios
that produce adequate cash flows to pay the plans’ projected yearly benefits and then selects the portfolio with the highest
yield and uses that yield as the recommended discount rate.
f
92
SNAP-ON INCORPORATED
The weighted-average discount rate for Snap-on’s domestic pension plans of 4.5% represents the single rate that produces
the same present value of cash flows as the estimated benefit plan payments. Lowering Snap-on’s domestic discount rate
assumption by 50 basis points (100 basis points (“bps”) equals 1.0 percent) would have increased Snap-on’s 2016 domestic
pension expense and projected benefit obligation by approximately $6.7 million and $65.3 million, respectively. As of 2016
year end, Snap-on’s domestic projected benefit obligation comprised approximately 83% of Snap-on’s worldwide projected
benefit obligation. The weighted-average discount rate for Snap-on’s foreign pension plans of 2.9% represents the single
rate that produces the same present value of cash flows as the estimated benefit plan payments. Lowering Snap-on’s
foreign discount rate assumption by 50 bps would have increased Snap-on’s 2016 foreign pension expense and projected
benefit obligation by approximately $1.7 million and $23.4 million, respectively.
Actuarial gains and losses in excess of 10 percent of the greater of the projected benefit obligation or market-related value
of assets are amortized on a straight-line basis over the average remaining service period of active participants or over the
average remaining life expectancy for plans with primarily inactive participants. Prior service costs and credits resulting from
plan amendments are amortized in equal annual amounts over the average remaining service period of active participants
or over the average remaining life expectancy for plans with primarily inactive participants.
As a practical expedient, Snap-on uses the calendar year end as the measurement date for its plans. Snap-on funds its
pension plans as required by governmental regulation and may consider discretionary contributions as conditions warrant.
Snap-on intends to make contributions of $7.1 million to its foreign pension plans and $2.3 million to its domestic pension
plans in 2017, as required by law. Depending on market and other conditions, Snap-on may make discretionary cash
contributions to its pension plans in 2017.
The following benefit payments, which reflect expected future service, are expected to be paid as follows:
(Amounts in millions)
Amount
Year:
2017
2018
2019
2020
2021
2022 – 2026
$
68.8
70.6
73.2
76.0
78.8
438.2
Snap-on’s domestic pension plans have a long-term investment horizon and a total return strategy that emphasizes a capital
growth objective. The long-term investment performance objective for Snap-on’s domestic plans’ assets is to achieve net
of expense returns that meet or exceed the 7.5% domestic long-term return on plan assets assumption used for reporting
purposes. Snap-on uses a three-year, market-related value asset method of amortizing the difference between actual and
expected returns on its domestic plans’ assets. As of 2016 year end, Snap-on’s domestic pension plans’ assets comprised
approximately 86% of the company’s worldwide pension plan assets.
The basis for determining the overall expected long-term return on plan assets assumption is a nominal returns forecasting
method. For each asset class, future returns are estimated by identifying the premium of riskier asset classes over lower
risk alternatives. The methodology constructs expected returns using a “building block” approach to the individual
components of total return. These forecasts are stated in both nominal and real (after inflation) terms. This process first
considers the long-term historical return premium based on the longest set of data available for each asset class. These
premiums, which are calculated using the geometric mean, are then adjusted based on current relative valuation levels,
macro-economic conditions, and the expected alpha related to active investment management. The asset return
assumption is also adjusted by an implicit expense load for estimated administrative and investment-related expenses.
For risk and correlation assumptions, the actual experience for each asset class is reviewed for the longest time period
available. Expected relationships for a 10 to 20 year time horizon are determined based upon historical results, with
adjustments made for material changes.
2016 ANNUAL REPORT
93
Notes to Consolidated Financial Statements (continued)
Investments are diversified to attempt to minimize the risk of large losses. Since asset allocation is a key determinant of
expected investment returns, assets are periodically rebalanced to the targeted allocation to correct significant deviations
from the asset allocation policy that are caused by market fluctuations and cash flow. Asset/liability studies are conducted
periodically to determine if any revisions to the strategic asset allocation policy are necessary.
Snap-on’s domestic pension plans’ target allocation and actual weighted-average asset allocation by asset category and
fair value of plan assets as of 2016 and 2015 year end are as follows:
Asset category:
Equity securities
Debt securities and cash and cash equivalents
Real estate and other real assets
Hedge funds
Total
Target
50%
35%
5%
10%
100%
2016
51%
39%
1%
9%
100%
2015
49%
39%
2%
10%
100%
Fair value of plan assets (Amounts in millions)
$ 957.1
$ 892.3
The fair value measurement hierarchy prioritizes the inputs used to measure fair value. The hierarchy gives the highest
priority (“Level 1”) to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority
(“Level 3”) to unobservable inputs. Fair value measurements primarily based on observable market information are given a
“Level 2” priority.
Certain equity and debt securities are valued at quoted per share or unit market prices for which an official close or last
trade pricing on an active exchange is available and are categorized as Level 1 in the fair value hierarchy. If quoted market
prices are not readily available for specific securities, values are estimated using quoted prices of securities with similar
characteristics and are categorized as Level 2 in the fair value hierarchy. Insurance contracts are valued at the present
value of the estimated future cash flows promised under the terms of the insurance contracts and are categorized as Level
2 in the fair value hierarchy.
Commingled equity securities and commingled multi-strategy funds are valued at the NAV per share or unit multiplied by
the number of shares or units held as of the measurement date, as reported by the fund managers. The share or unit price
is quoted on a private market and is based on the value of the underlying investments, which are primarily based on
observable inputs; such investments that are measured at fair value using the NAV per share (or its equivalent) practical
expedient have not been classified in the fair value hierarchy.
Private equity partnership funds, hedge funds, and real estate and other real assets are valued at the NAV as reported by
the fund managers. Private equity partnership funds, certain hedge funds, and certain real estate and other real assets are
valued based on the proportionate interest or share of net assets held by the pension plan, which is based on the estimated
fair market value of the underlying investments. Certain other hedge funds and real estate and other real assets are valued
at the NAV per share or unit multiplied by the number of shares or units held as of the measurement date, based on the
estimated value of the underlying investments as reported by the fund managers. These investments are measured at fair
value using the NAV per share (or its equivalent) practical expedient and have not been classified in the fair value hierarchy.
The company regularly reviews fund performance directly with its investment advisor and the fund managers, and performs
qualitative analysis to corroborate the reasonableness of the reported NAVs. For funds for which the company did not
receive a year-end NAV, the company recorded an estimate of the change in fair value for the latest period based on return
estimates and other fund activity obtained from the fund managers.
The columns labeled “Investments Measured at NAV” in the following tables reflect certain investments that are measured
at fair value using the NAV per share (or its equivalent) practical expedient and have not been categorized in the fair value
hierarchy. The fair value amounts presented in these tables are intended to permit a reconciliation of the fair value hierarchy
to the pension plan assets.
94
SNAP-ON INCORPORATED
The following is a summary, by asset category, of the fair value and the level within the fair value hierarchy of Snap-on’s
domestic pension plans’ assets as of 2016 year end:
(Amounts in millions)
Asset category:
Cash and cash equivalents
Equity securities:
Domestic
Foreign
Commingled funds – domestic
Commingled funds – foreign
Private equity partnerships
Debt securities:
Government
Corporate bonds
Real estate and other real assets
Hedge funds
Total
Quoted
Prices for
Identical
Assets
(Level 1)
20.4
$
Significant
Other
Observable
Inputs
(Level 2)
–
$
Investments
Measured at
NAV
–
$
66.0
74.7
–
–
–
139.2
–
–
–
–
–
–
–
–
0.9
214.6
–
–
$ 300.3
$ 215.5
–
–
191.3
117.7
34.2
–
–
10.4
87.7
$ 441.3
Total
20.4
$
66.0
74.7
191.3
117.7
34.2
140.1
214.6
10.4
87.7
$ 957.1
The following is a summary, by asset category, of the fair value and the level within the fair value hierarchy of Snap-on’s
domestic pension plans’ assets as of 2015 year end:
(Amounts in millions)
Asset category:
Cash and cash equivalents
Equity securities:
Domestic
Foreign
Commingled funds – domestic
Commingled funds – foreign
Private equity partnerships
Debt securities:
Government
Corporate bonds
Real estate and other real assets
Hedge funds
Total
Quoted
Prices for
Identical
Assets
(Level 1)
21.3
$
Significant
Other
Observable
Inputs
(Level 2)
–
$
Investments
Measured at
NAV
–
$
53.9
61.7
–
–
–
133.0
–
–
–
–
–
–
–
–
–
195.8
–
–
$ 269.9
$ 195.8
–
–
169.3
110.0
43.7
–
–
17.4
86.2
$ 426.6
Total
21.3
$
53.9
61.7
169.3
110.0
43.7
133.0
195.8
17.4
86.2
$ 892.3
Snap-on’s primary investment objective for its foreign pension plans’ assets is to meet the projected obligations to the
company’s risk tolerance. The
beneficiaries over a long period of time, and to do so in a manner that is consistent with the
foreign asset allocation policies consider the company’s financial strength and long-term asset class risk/return
expectations, since the obligations are long term in nature. The company believes the foreign pension plans’ assets, which
are managed locally by professional investment firms, are well diversified.
r
2016 ANNUAL REPORT
95
Notes to Consolidated Financial Statements (continued)
The expected long-term rates of return on foreign plans’ assets, which ranged from 1.8% to 6.3% as of 2016 year end,
reflect management’s expectations of long-term average rates of return on funds invested to provide benefits included in
the plans’ projected benefit obligation. The expected returns are based on outlooks for inflation, fixed income returns and
equity returns, asset allocations and investment strategies. Differences between actual and expected returns on foreign
pension plans’ assets are recorded as an actuarial gain or loss and amortized accordingly.
Snap-on’s foreign pension plans’ target allocation and actual weighted-average asset allocation by asset category and fair
value of plan assets as of 2016 and 2015 year end are as follows:
Asset category:
Equity securities*
Debt securities* and cash and cash equivalents
Insurance contracts and hedge funds
Total
Target
39%
36%
25%
100%
2016
41%
36%
23%
100%
2015
40%
36%
24%
100%
Fair value of plan assets (Amounts in millions)
$ 153.7
$ 156.9
* Includes commingled funds – multi-strategy
The following is a summary, by asset category, of the fair value and the level within the fair value hierarchy of Snap-on’s
foreign pension plans’ assets as of 2016 year end:
(Amounts in millions)
Asset category:
Cash and cash equivalents
Commingled funds – multi-strategy
Insurance contracts
Hedge fund
Total
Quoted
Prices for
Identical
Assets
(Level 1)
0.7
–
–
–
0.7
$
$
Significant
Other
Observable
Inputs
(Level 2)
–
–
$
21.3
–
21.3
$
$
Investments
Measured at
NAV
–
117.4
–
14.3
$ 131.7
Total
$
0.7
117.4
21.3
14.3
$ 153.7
The following is a summary, by asset category, of the fair value and the level within the fair value hierarchy of Snap-on’s
foreign pension plans’ assets as of 2015 year end:
(Amounts in millions)
Asset category:
Cash and cash equivalents
Commingled funds – multi-strategy
Insurance contracts
Hedge fund
Total
Quoted
Prices for
Identical
Assets
(Level 1)
0.2
–
–
–
0.2
$
$
Significant
Other
Observable
Inputs
(Level 2)
–
–
$
19.8
–
19.8
$
$
Investments
Measured at
NAV
–
119.0
–
17.9
$ 136.9
$
Total
0.2
119.0
19.8
17.9
$ 156.9
Snap-on has several 401(k) plans covering certain U.S. employees. Snap-on’s employer match to the 401(k) plans is made
with cash contributions. For 2016, 2015 and 2014, Snap-on recognized $8.2 million, $7.0 million and $6.5 million,
respectively, of expense related to its 401(k) plans.
r
96
SNAP-ON INCORPORATED
Note 12: Postretirement Plans
Snap-on provides health care benefits for certain retired U.S. employees. Employees retiring prior to 1989 were eligible for
retiree medical coverage upon reaching early retirement age, with no retiree contributions required. Benefits are paid based
on deductibles and percentages of covered expenses and take into consideration payments made by Medicare and other
insurance coverage.
Since 1989, U.S. retirees have been eligible for comprehensive major medical plans. Benefits are paid based on deductibles
and percentages of covered expenses, and plan provisions allow for benefit and coverage changes. Most retirees are
required to pay the entire cost of the coverage, but Snap-on may elect to subsidize the cost of coverage under certain
circumstances.
Snap-on has a Voluntary Employees Beneficiary Association (“VEBA”) trust for the funding of existing postretirement health
care benefits for certain non-salaried retirees in the United States; all other retiree health care plans are unfunded.
The status of Snap-on’s U.S. postretirement health care plans as of 2016 and 2015 year end is as follows:
(Amounts in millions)
Change in accumulated postretirement benefit obligation:
Benefit obligation at beginning of year
Service cost
Interest cost
Plan participant contributions
Benefits paid
Actuarial gain
Benefit obligation at end of year
Change in plan assets:
Fair value of plan assets at beginning of year
Actual return on plan assets
Plan participant contributions
Employer contributions
Benefits paid
Fair value of plan assets at end of year
Unfunded status at end of year
2016
2015
$
$
55.6
0.1
2.2
0.5
(4.4)
(0.8)
53.2
$
13.7
0.5
0.5
2.9
(4.4)
$
13.2
$ (40.0)
$
$
62.0
0.1
2.2
0.9
(5.4)
(4.2)
55.6
$
14.7
–
0.9
3.5
(5.4)
$
13.7
$ (41.9)
Amounts recognized in the Consolidated Balance Sheets as of 2016 and 2015 year end are as follows:
(Amounts in millions)
Accrued benefits
Retiree health care benefits
Net liability
2016
$
(3.3)
(36.7)
$ (40.0)
2015
$ (4.0)
(37.9)
$ (41.9)
Amounts included in Accumulated OCI on the accompanying Consolidated Balance Sheets as of 2016 and 2015 year end
are as follows:
(Amounts in millions)
Net gain, net of tax of $2.9 million in both years
2016
4.8
$
2015
4.5
$
2016 ANNUAL REPORT
97
Notes to Consolidated Financial Statements (continued)
The components of net periodic benefit cost and changes recognized in OCI are as follows:
(Amounts in millions)
Net periodic benefit cost:
Service cost
Interest cost
Expected return on plan assets
Amortization of unrecognized (gain) loss
Net periodic benefit cost
2016
2015
2014
$ 0.1
2.2
(0.9)
(0.1)
$ 1.3
$ 0.1
2.2
(1.0)
0.3
$ 1.6
$ 0.1
2.5
(1.1)
–
$ 1.5
Changes in benefit obligations recognized in OCI, net of tax:
Net (gain) loss
$ (0.3)
$ (2.1)
$ 1.8
Snap-on expects to recognize $0.4 million of prior unrecognized gains, included in Accumulated OCI on the accompanying
2016 Consolidated Balance Sheet, in net periodic benefit cost during 2017.
The weighted-average discount rate used to determine Snap-on’s postretirement health care expense is as follows:
Discount rate
2016
4.1%
2015
3.6%
2014
4.2%
The weighted-average discount rate used to determine Snap-on’s accumulated benefit obligation is as follows:
Discount rate
2016
4.1%
2015
4.1%
The methodology for selecting the year-end 2016 and 2015 weighted-average discount rate for the company’s domestic
postretirement plans was to match the plans’ yearly projected cash flows for benefits and service costs to those of
hypothetical bond portfolios using high-quality, AA rated or better, corporate bonds from either Moody’s Investors Service
or Standard & Poor’s credit rating agencies available at the measurement date. As a practical expedient, Snap-on uses
the calendar year end as the measurement date for its plans.
For 2017, the actuarial calculations assume a pre-65 health care cost trend rate of 5.9% and a post-65 health care cost
trend rate of 6.6%, both decreasing gradually to 4.5% in 2038 and thereafter. As of 2016 year end, a one-percentage-point
increase in the health care cost trend rate for future years would increase the accumulated postretirement benefit obligation
by approximately $0.6 million and the aggregate of the service cost and interest cost components by less than $0.1 million.
Conversely, a one-percentage-point decrease in the health care cost trend rate for future years would decrease the
accumulated postretirement benefit obligation by $0.6 million and the aggregate of the service cost and interest rate
components by less than $0.1 million.
The following benefit payments, which reflect expected future service, are expected to be paid as follows:
(Amounts in millions)
Year:
2017
2018
2019
2020
2021
2022 – 2026
Amount
$
4.4
4.5
4.6
4.8
4.8
23.9
98
SNAP-ON INCORPORATED
The objective of the VEBA trust is to achieve net of expense returns that meet or exceed the 6.6% long-term return on plan
assets assumption used for reporting purposes. Investments are diversified to attempt to minimize the risk of large losses.
Since asset allocation is a key determinant of expected investment returns, assets are periodically rebalanced to the
targeted allocation to correct significant deviations from the asset allocation policy that are caused by market fluctuations
and cash flow.
The basis for determining the overall expected long-term return on plan assets assumption is a nominal returns forecasting
method. For each asset class, future returns are estimated by identifying the premium of riskier asset classes over lower
risk alternatives. The methodology constructs expected returns using a “building block” approach to the individual
components of total return. These forecasts are stated in both nominal and real (after inflation) terms. This process first
considers the long-term historical return premium based on the longest set of data available for each asset class. These
premiums, which are calculated using the geometric mean, are then adjusted based on current relative valuation levels and
macro-economic conditions. The asset return assumption is also adjusted by an implicit expense load for estimated
administrative and investment-related expenses.
Snap-on’s VEBA plan target allocation and actual weighted-average asset allocation by asset category and fair value of
plan assets as of 2016 and 2015 year end are as follows:
Asset category:
Debt securities and cash and cash equivalents
Equity securities
Hedge funds
Total
Target
46%
29%
25%
100%
2016
45%
28%
27%
100%
2015
44%
27%
29%
100%
Fair value of plan assets (Amounts in millions)
$
13.2
$
13.7
The fair value measurement hierarchy prioritizes the inputs used to measure fair value. The hierarchy gives the highest
priority (Level 1) to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority
(Level 3) to unobservable inputs. Fair value measurements primarily based on observable market information are given a
Level 2 priority.
Debt securities are valued at quoted per share or unit market prices for which an official close or last trade pricing on an
active exchange is available and are categorized as Level 1 in the fair value hierarchy.
Equity securities are valued at the NAV per share or unit multiplied by the number of shares or units held as of the
measurement date, as reported by the fund managers. The share or unit price is quoted on a private market and is based
on the value of the underlying investments, which are primarily based on observable inputs; such investments that are
measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair
value hierarchy.
Hedge funds are stated at the NAV per share or unit (based on the estimated fair market value of the underlying investments)
multiplied by the number of shares or units held as of the measurement date, as reported by the fund managers. These
investments are measured at fair value using the NAV per share (or its equivalent) practical expedient and have not been
classified in the fair value hierarchy.
The company regularly reviews fund performance directly with its investment advisor and the fund managers, and performs
qualitative analysis to corroborate the reasonableness of the reported NAVs. For funds for which the company did not
receive a year-end NAV, the company recorded an estimate of the change in fair value for the latest period based on return
estimates and other fund activity obtained from the fund managers.
The columns labeled “Investments Measured at NAV” in the following tables are measured at fair value using the NAV per
share (or its equivalent) practical expedient and have not been categorized in the fair value hierarchy. The fair value
amounts presented in these tables are intended to permit a reconciliation of the fair value hierarchy to the VEBA plan assets.
2016 ANNUAL REPORT
99
Notes to Consolidated Financial Statements (continued)
The following is a summary, by asset category, of the fair value and the level within the fair value hierarchy of the VEBA
plan assets as of 2016 year end:
The following is a summary, by asset category, of the fair value and the level within the fair value hierarchy of the VEBA
plan assets as of 2015 year end:
(Amounts in millions)
Asset category:
Cash and cash equivalents
$
Debt securities
Equity securities
Hedge fund
Total
(Amounts in millions)
Asset category:
Cash and cash equivalents
$
Debt securities
Equity securities
Hedge fund
Total
Quoted
Prices for
Identical
Assets
(Level 1)
0.7
5.3
–
–
$
6.0
Quoted
Prices for
Identical
Assets
(Level 1)
0.1
6.0
–
–
$
6.1
Investments
Measured at
NAV
$
$
–
–
3.6
3.6
7.2
$
Total
0.7
5.3
3.6
3.6
$
13.2
Investments
Measured at
NAV
$
$
–
–
3.7
3.9
7.6
$
Total
0.1
6.0
3.7
3.9
$
13.7
Note 13: Stock-based Compensation and Other Stock Plans
The 2011 Incentive Stock and Awards Plan (the “2011 Plan”) provides for the grant of stock options, performance awards,
stock appreciation rights (“SARs”) and restricted stock awards (which may be designated as “restricted stock units” or
“RSUs”). No further grants are being made under its predecessor, the 2001 Incentive Stock and Awards Plan (the “2001
Plan”), although outstanding awards under the 2001 Plan will continue until exercised, vested, forfeited or expired. As of
2016 year end, the 2011 Plan had 4,121,252 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 $31.0 million in 2016, $39.8 million in 2015 and $38.1 million in 2014. Cash
received from stock purchase and option plan exercises was $41.8 million in 2016, $41.6 million in 2015 and $33.0 million
in 2014. The tax benefit realized from both the exercise and vesting of share-based payment arrangements was $24.8
million in 2016, $26.4 million in 2015 and $22.3 million in 2014.
Stock Options
Stock options are granted with an exercise price equal to the market value of a share of Snap-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.
100
SNAP-ON INCORPORATED
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 2016,
2015 and 2014, using the Black-Scholes valuation model:
Expected term of option (in years)
Expected volatility factor
Expected dividend yield
Risk-free interest rate
2016
5.05
22.17%
1.77%
1.04%
2015
4.76
24.13%
2.04%
1.38%
2014
4.52
26.76%
2.40%
1.30%
A summary of stock option activity during 2016 is presented below:
Outstanding at beginning of year
Granted
Exercised
Forfeited or expired
Outstanding at end of year
Exercisable at end of year
* Weighted-average
Shares
(in thousands)
2,811
644
(416)
(28)
3,011
1,776
$
Exercise
Price per
Share*
88.62
138.04
74.10
133.11
100.78
76.51
Remaining
Contractual
Term*
(in years)
Aggregate
Intrinsic
Value
(in millions)
6.6
5.3
$
212.3
168.3
The weighted-average grant date fair value of options granted was $22.99 in 2016, $25.64 in 2015 and $20.19 in 2014.
The intrinsic value of options exercised was $35.2 million in 2016, $37.6 million in 2015 and $24.6 million in 2014. The fair
value of stock options vested was $12.7 million in 2016, $9.9 million in 2015 and $9.6 million in 2014.
As of 2016 year end, there was $16.6 million of unrecognized compensation cost related to non-vested stock options that
is expected to be recognized as a charge to earnings over a weighted-average period of 1.5 years.
Performance Awards
Performance awards, which are granted as performance share units 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 to pre-defined goals for revenue growth and
return on net assets for the applicable performance period. For performance achieved above specified levels, the recipient
may earn additional shares of stock, not to exceed 100% of the number of performance awards initially granted.
The performance share units have a three-year performance period based on the results of the consolidated financial
metrics of the company. The performance-based RSUs have a one-year performance period based on the results of the
consolidated financial metrics of the company followed by a two-year cliff vesting schedule, assuming continued
employment.
2016 ANNUAL REPORT
101
Notes to Consolidated Financial Statements (continued)
The fair value of performance awards is calculated using the market value of a share of Snap-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 2016, 2015 and 2014 was
$138.83, $139.30 and $102.11, respectively. Vested performance share units totaled 61,149 shares as of 2016 year end,
94,186 shares as of 2015 year end and 130,764 shares as of 2014 year end. Performance share units related to 94,186
shares, 130,764 shares and 146,313 shares were paid out in 2016, 2015 and 2014, respectively. Earned performance
share units 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 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 2016 year end and were
paid out shortly thereafter.
f
Changes to the company’s non-vested performance awards in 2016 are as follows:
Non-vested performance awards at beginning of year
Granted
Vested
Cancellations and other
Non-vested performance awards at end of year
* Weighted-average
Shares
(in thousands)
265
97
(136)
(19)
207
Fair Value
Price per
Share*
$ 124.16
138.83
109.43
112.14
141.94
As of 2016 year end, there was $13.7 million of unrecognized compensation cost related to non-vested performance awards
that is expected to be recognized as a charge to earnings over a weighted-average period of 1.6 years.
Stock Appreciation Rights (“SARs”)
The company also issues stock-settled and cash-settled SARs to certain key non-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 of Snap-on’s common stock on the date of grant.
Stock-settled SARs are accounted for as equity instruments and provide for the issuance of Snap-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 of Snap-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 of Snap-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 of Snap-on’s common stock over the grant price is paid in cash
and not in common stock.
102
SNAP-ON INCORPORATED
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 on 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.
The following weighted-average assumptions were used in calculating the fair value of stock-settled SARs granted during
2016, 2015 and 2014, using the Black-Scholes valuation model:
Expected term of stock-settled SARs (in years)
Expected volatility factor
Expected dividend yield
Risk-free interest rate
2016
4.03
20.09%
1.66%
1.11%
2015
4.72
23.66%
2.04%
1.50%
2014
4.49
25.64%
2.40%
1.50%
Changes to the company’s stock-settled SARs in 2016 are as follows:
Outstanding at beginning of year
Granted
Exercised
Forfeited or expired
Outstanding at end of year
Exercisable at end of year
* Weighted-average
Stock-settled
SARs
(in thousands)
269
101
(26)
(41)
303
106
Exercise
Price per
Share*
$ 113.70
138.05
89.10
103.29
125.38
106.50
Remaining
Contractual
Term*
(in years)
Aggregate
Intrinsic
Value
(in millions)
7.9
7.0
$
13.9
6.8
The weighted-average grant date fair value of stock-settled SARs granted was $19.47 in 2016, $25.37 in 2015 and $19.55
in 2014. The intrinsic value of stock-settled SARs exercised was $1.9 million in 2016, $1.0 million in 2015 and $0.1 million
in 2014. The fair value of stock-settled SARs vested was $2.1 million in 2016, $1.4 million in 2015 and $0.6 million in 2014.
As of 2016 year end there was $2.4 million of unrecognized compensation cost related to non-vested stock-settled SARs
that is expected to be recognized as a charge to earnings over a weighted-average period of 1.5 years.
The following weighted-average assumptions were used in calculating the fair value of cash-settled SARs granted during
2016, 2015 and 2014, using the Black-Scholes valuation model:
Expected term of cash-settled SARs (in years)
Expected volatility factor
Expected dividend yield
Risk-free interest rate
2016
3.11
19.53%
1.56%
1.47%
2015
3.10
18.14%
1.69%
1.31%
2014
3.53
23.92%
2.11%
1.07%
2016 ANNUAL REPORT
103
Notes to Consolidated Financial Statements (continued)
The intrinsic value of cash-settled SARs exercised was $3.3 million in 2016, $11.0 million in 2015 and $5.5 million in 2014.
The fair value of cash-settled SARs vested during 2016, 2015 and 2014 was $0.2 million, $4.6 million and $5.9 million,
respectively.
Changes to the company’s non-vested cash-settled SARs in 2016 are as follows:
Non-vested cash-settled SARs at beginning of year
Granted
Vested
Non-vested cash-settled SARs at end of year
* Weighted-average
Cash-settled
SARs
(in thousands)
7
4
(4)
7
Fair Value
Price per
Share*
$
51.71
39.51
61.42
40.83
As of 2016 year end there was $0.3 million of unrecognized compensation cost related to non-vested cash-settled SARs
that is expected to be recognized as a charge to earnings over a weighted-average period of 1.5 years.
Restricted Stock Awards – Non-employee Directors
The company awarded 7,145 shares, 8,640 shares and 10,398 shares of restricted stock to non-employee directors in
2016, 2015 and 2014, respectively. The fair value of the restricted stock awards is expensed over a one 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.
r
Directors’ Fee Plan
Under the Directors’ 1993 Fee Plan, as amended, non-employee directors may elect to receive up to 100% of their fees
and retainer in shares of Snap-on’s common stock. Directors may elect to defer receipt of all or part of these shares. For
2016, 2015 and 2014, issuances under the Directors’ Fee Plan totaled 2,579 shares, 2,747 shares and 21,533 shares,
respectively, of which 2,019 shares, 1,969 shares and 20,483 shares, respectively, were deferred. As of 2016 year end,
shares reserved for issuance to directors under this plan totaled 158,105 shares.
Employee Stock Purchase Plan
Substantially all Snap-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 2016,
2015 and 2014, issuances under this plan totaled 27,156 shares, 57,324 shares and 56,582 shares, respectively. As of
2016 year end, shares reserved for issuance under this plan totaled 780,563 shares and Snap-on held participant
contributions of approximately $2.4 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. Compensation expense for plan participants was zero
in 2016, $2.3 million in 2015 and $1.5 million in 2014.
104
SNAP-ON INCORPORATED
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 2016, 2015 and 2014,
issuances under this plan totaled 42,867 shares, 74,001 shares and 74,502 shares, respectively. As of 2016 year end,
shares reserved for issuance under this plan totaled 613,469 shares and Snap-on held participant contributions of
approximately $4.6 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 recognized a mark-to-market benefit of $0.2 million in 2016;
mark-to-market expense for plan participants was $2.9 million in 2015 and $1.7 million in 2014.
f
Note 14: Capital Stock
Snap-on has undertaken repurchases of Snap-on common stock from time to time to offset dilution created by shares
issued for employee and franchisee stock purchase plans, stock awards and other corporate purposes. Snap-on
repurchased 758,000 shares, 723,000 shares and 680,000 shares in 2016, 2015 and 2014, respectively. As of 2016 year
end, Snap-on has remaining availability to repurchase up to an additional $207.2 million in common stock pursuant to Board
authorizations. The purchase of Snap-on common stock is at the company’s discretion, subject to prevailing financial and
market conditions.
Cash dividends paid in 2016, 2015 and 2014 totaled $147.5 million, $127.9 million and $107.6 million, respectively. Cash
dividends per share in 2016, 2015 and 2014 were $2.54, $2.20 and $1.85, respectively. On February 9, 2017, the
company’s Board declared a quarterly dividend of $0.71 per share, payable on March 10, 2017, to shareholders of record
on February 24, 2017.
Note 15: Commitments and Contingencies
Snap-on leases facilities, office equipment and vehicles under non-cancelable operating and capital leases that extend for
varying amounts of time. Snap-on’s future minimum lease commitments under these leases, net of sub-lease rental income,
are as follows:
(Amounts in millions)
Year:
2017
2018
2019
2020
2021
2022 and thereafter
Total minimum lease payments
Less: amount representing interest
Total present value of minimum capital lease payments
Operating
Leases
Capital
Leases
$
$
23.0
18.3
13.9
9.4
6.4
10.5
81.5
$
$
$
3.7
3.3
2.9
2.6
2.1
5.6
20.2
(1.5)
18.7
2016 ANNUAL REPORT
105
Notes to Consolidated Financial Statements (continued)
Amounts included in the accompanying Consolidated Balance Sheets for the present value of minimum capital lease
payments as of 2016 year end are as follows:
r
(Amounts in millions)
Other accrued liabilities
Other long-term liabilities
Total present value of minimum capital lease
payments
$
2016
3.3
15.4
$
18.7
Rent expense for worldwide facilities, office equipment and vehicles, net of sub-lease rental income, was $31.2 million,
$29.4 million and $30.6 million in 2016, 2015 and 2014, respectively.
Snap-on provides product warranties for specific product lines and accrues for estimated future warranty cost in the period
in which the sale is recorded. Snap-on calculates its accrual requirements based on historic warranty loss experience that
is periodically adjusted for recent actual experience, including the timing of claims during the warranty period and actual
costs incurred. Snap-on’s product warranty accrual activity for 2016, 2015 and 2014 is as follows:
(Amounts in millions)
Warranty accrual:
Beginning of year
Additions
Usage
End of year
2016
2015
2014
$
16.4
12.8
(13.2)
$
17.3
13.3
(14.2)
$
17.0
14.6
(14.3)
$
16.0
$
16.4
$
17.3
Approximately 2,800 employees, or 23% of Snap-on’s worldwide workforce, are represented by unions and/or covered
under collective bargaining agreements. The number of covered union employees whose contracts expire over the next
five years approximates 2,100 employees in 2017, 500 employees in 2018, and 200 employees in 2019; there are no
contracts currently scheduled to expire in 2020 or 2021. In recent years, Snap-on has not experienced any significant work
slowdowns, stoppages or other labor disruptions.
f
Snap-on is involved in various legal matters that are being litigated and/or settled in the ordinary course of business.
Although it is not possible to predict the outcome of these legal matters, management believes that the results of these legal
matters will not have a material impact on Snap-on’s consolidated financial position, results of operations or cash flows.
Note 16: Other Income (Expense) – Net
“Other income (expense) – net” on the accompanying Consolidated Statements of Earnings consists of the following:
(Amounts in millions)
Interest income
Net foreign exchange loss
Other
$
2016
0.6
(1.3)
0.1
Total other income (expense) – net
$
(0.6)
2015
0.5
(2.7)
(0.2)
(2.4)
$
$
$
2014
0.5
(1.5)
0.1
$
(0.9)
106
SNAP-ON INCORPORATED
Note 17: Accumulated Other Comprehensive Income (Loss)
The following is a summary of net changes in Accumulated OCI by component and net of tax for 2016 and 2015:
(Amounts in millions)
Balance as of 2014 year end
Other comprehensive loss before reclassifications
Amounts reclassified from Accumulated OCI
Net other comprehensive loss
Balance as of 2015 year end
Other comprehensive income (loss) before
reclassifications
Amounts reclassified from Accumulated OCI
Net other comprehensive income (loss)
Balance as of 2016 year end
Foreign
Currency
Translation
$
(7.7)
(110.8)
–
(110.8)
$ (118.5)
(99.2)
–
(99.2)
$ (217.7)
Cash Flow
Hedges
1.0
$
–
(0.3)
(0.3)
0.7
8.8
(0.3)
8.5
9.2
$
$
Defined
Benefit
Pension and
Postretirement
Plans
$ (241.5)
(28.9)
24.0
(4.9)
(246.4)
(62.6)
19.0
(43.6)
(290.0)
$
$
Total
$ (248.2)
(139.7)
23.7
(116.0)
$ (364.2)
(153.0)
18.7
(134.3)
$ (498.5)
The reclassifications out of Accumulated OCI in 2016 and 2015 are as follows:
Details about Accumulated OCI Components
(Amounts in millions)
Gains on cash flow hedges:
Treasury locks
Income tax expense
Net of tax
$
Amortization of net unrecognized losses and
prior service credits
Income tax benefit
Net of tax
Total reclassifications for the period, net of tax
$
Amounts Reclassified from
Accumulated OCI
2016
2015
Statement of Earnings
Presentation
0.3
–
0.3
(30.1)
11.1
(19.0)
(18.7)
$
$
0.3
–
0.3
(38.0)
14.0
(24.0)
(23.7)
Interest expense
Income tax expense
See footnote below*
Income tax expense
* These Accumulated OCI components are included in the computation of net periodic pension and postretirement health care costs; see Note 11 and
Note 12 for further information.
2016 ANNUAL REPORT
107
Notes to Consolidated Financial Statements (continued)
Note 18: 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) the Snap-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. The Snap-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 original equipment manufacturer (“OEM”) dealership service and repair shops
(“OEM dealerships”), through direct and distributor channels. Financial Services consists of the business operations of
Snap-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 reasonable mark-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 at Snap-on’s consolidated financial results.
Neither Snap-on nor any of its segments depend on any single customer, small group of customers or government for more
than 10% of its revenues.
Financial Data by Segment:
(Amounts in millions)
Net sales:
Commercial & Industrial Group
Snap-on Tools Group
Repair Systems & Information Group
Segment net sales
Intersegment eliminations
Total net sales
Financial Services revenue
Total revenues
Operating earnings:
Commercial & Industrial Group
Snap-on Tools Group
Repair Systems & Information Group
Financial Services
Segment operating earnings
Corporate
Operating earnings
Interest expense
Other income (expense) – net
Earnings before income taxes and equity earnings
2016
2015
2014
$ 1,148.3
1,633.9
1,179.9
3,962.1
(531.7)
$ 3,430.4
281.4
$ 3,711.8
$
$
168.0
281.1
297.8
198.7
945.6
(91.4)
854.2
(52.2)
(0.6)
801.4
$ 1,163.6
1,568.7
1,113.2
3,845.5
(492.7)
$ 3,352.8
240.3
$ 3,593.1
$
$
169.4
256.0
273.4
170.2
869.0
(104.2)
764.8
(51.9)
(2.4)
710.5
$ 1,174.8
1,455.2
1,095.2
3,725.2
(447.5)
$ 3,277.7
214.9
$ 3,492.6
$
$
158.6
223.1
251.2
149.1
782.0
(97.3)
684.7
(52.9)
(0.9)
630.9
108
SNAP-ON INCORPORATED
Financial Data by Segment (continued):
(Amounts in millions)
Assets:
Commercial & Industrial Group
Snap-on Tools Group
Repair Systems & Information Group
Financial Services
Total assets from reportable segments
Corporate
Elimination of intersegment receivables
Total assets
Capital expenditures:
Commercial & Industrial Group
Snap-on Tools Group
Repair Systems & Information Group
Financial Services
Total from reportable segments
Corporate
Total capital expenditures
Depreciation and amortization:
Commercial & Industrial Group
Snap-on Tools Group
Repair Systems & Information Group
Financial Services
Total from reportable segments
Corporate
Total depreciation and amortization
Revenues by geographic region:*
United States
Europe
All other
Total revenues
* Revenues are attributed to countries based on the origin of the sale.
2016
2015
$
907.1
668.1
1,211.0
1,789.7
4,575.9
212.3
(65.0)
$ 4,723.2
$
901.6
646.7
1,041.6
1,572.4
4,162.3
203.6
(34.8)
$ 4,331.1
2016
2015
2014
$
$
$
$
19.3
38.3
13.1
0.6
71.3
3.0
74.3
20.7
27.6
33.9
0.6
82.8
2.8
85.6
$
$
$
$
31.0
38.1
9.0
1.0
79.1
1.3
80.4
20.1
24.9
34.0
0.7
79.7
2.8
82.5
$
$
$
$
28.5
36.9
10.6
0.4
76.4
4.2
80.6
20.8
21.4
33.7
0.9
76.8
2.7
79.5
$ 2,588.8
654.4
468.6
$ 3,711.8
$ 2,483.9
635.0
474.2
$ 3,593.1
$ 2,288.9
701.9
501.8
$ 3,492.6
2016 ANNUAL REPORT
109
Notes to Consolidated Financial Statements (continued)
Financial Data by Segment (continued):
(Amounts in millions)
Long-lived assets:*
United States
Sweden
All other
Total long-lived assets
2016
2015
$ 1,048.6
218.8
237.9
$ 1,505.3
$ 1,033.3
114.5
250.8
$ 1,398.6
* Long-lived assets consist of Property and equipment – net, Goodwill, and Other intangibles – net.
Products 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 and repair information; and (iii) equipment. The tools product category
includes Snap-on’s hand tools, power tools and tool storage products. The diagnostics and repair information product
category includes handheld and PC-based diagnostic products, service and repair information products, diagnostic software
solutions, electronic parts catalogs, and business management systems and services to help owners and managers of
independent repair shops and OEM dealerships manage and track performance. The equipment product category includes
solutions for the diagnosis and service of vehicles and industrial equipment. 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. Further product line information is not presented as it is not practicable to do so.
f
The following table shows the consolidated net sales and revenues of these product groups in the last three years:
(Amounts in millions)
Net sales:
Tools
Diagnostics and repair information
Equipment
Total net sales
Financial services revenue
Total revenues
2016
2015
2014
$ 1,899.2
$ 1,910.1
$ 1,868.5
748.2
783.0
689.6
753.1
689.5
719.7
$ 3,430.4
$ 3,352.8
$ 3,277.7
281.4
240.3
214.9
$ 3,711.8
$ 3,593.1
$ 3,492.6
110
SNAP-ON INCORPORATED
Note 19: Quarterly Data (unaudited)
(Amounts in millions, except per share data)
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Total
2016
Net sales
Gross profit
Financial services revenue
Financial services expenses
Net earnings
Net earnings attributable to Snap-on
Incorporated
Earnings per share – basic
Earnings per share – diluted
Cash dividends paid per share
2015
Net sales
Gross profit
Financial services revenue
Financial services expenses
Net earnings
Net earnings attributable to Snap-on
Incorporated
Earnings per share – basic
Earnings per share – diluted
Cash dividends paid per share
Note 20: Subsequent Event
$
834.2
$
872.3
$
834.1
$
889.8
$ 3,430.4
415.3
66.3
(19.3)
131.3
128.3
2.21
2.16
0.61
431.3
69.3
(19.8)
143.4
140.1
2.41
2.36
0.61
419.1
71.6
(21.0)
135.2
131.7
2.27
2.22
0.61
443.9
74.2
(22.6)
149.7
146.3
2.52
2.47
0.71
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
1,709.6
281.4
(82.7)
559.6
546.4
9.40
9.20
2.54
Total
$
827.8
$
851.8
$
821.5
$
851.7
$ 3,352.8
410.1
57.4
(17.1)
113.2
110.5
1.90
1.87
0.53
419.0
58.7
(17.3)
123.0
120.0
2.07
2.03
0.53
406.9
61.1
(17.6)
119.9
116.8
2.01
1.98
0.53
412.3
63.1
(18.1)
134.5
131.4
2.26
2.22
0.61
1,648.3
240.3
(70.1)
490.6
478.7
8.24
8.10
2.20
On January 17, 2017, Snap-on repaid the 2017 Notes upon maturity with an aggregate of $150 million of available cash
and cash generated from issuances of commercial paper.
2016 ANNUAL REPORT
111
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Snap-on has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
SNAP-ON INCORPORATED
By:
/s/ Nicholas T. Pinchuk
Nicholas T. Pinchuk, Chairman, President
and Chief Executive Officer
k
Date: February 9, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of Snap-on and in the capacities and on the date indicated.
f
/s/ Nicholas T. Pinchuk
Nicholas T. Pinchuk, Chairman, President
and Chief Executive Officer
k
/s/ Aldo J. Pagliari
Aldo J. Pagliari, Principal Financial Officer, Senior
Vice President – Finance and Chief Financial Officer
/s/ Constance R. Johnsen
Constance R. Johnsen, Principal Accounting Officer,
Vice President and Controller
Date: February 9, 2017
Date: February 9, 2017
Date: February 9, 2017
112
SNAP-ON INCORPORATED
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of Snap-on and in the capacities and on the date indicated.
f
SIGNATURES
By:
By:
By:
By:
By:
By:
By:
By:
By:
By:
/s/ David C. Adams
David C. Adams, Director
/s/ Karen L. Daniel
Karen L. Daniel, Director
/s/ Ruth Ann M. Gillis
Ruth Ann M. Gillis, Director
/s/ James P. Holden
James P. Holden, Director
/s/ Nathan J. Jones
Nathan J. Jones, Director
/s/ Henry W. Knueppel
Henry W. Knueppel, Director
/s/ W. Dudley Lehman
W. Dudley Lehman, Director
/s/ Nicholas T. Pinchuk
Nicholas T. Pinchuk, Director
/s/ Gregg M. Sherrill
Gregg M. Sherrill, Director
/s/ Donald J. Stebbins
Donald J. Stebbins, Director
Date: February 9, 2017
Date: February 9, 2017
Date: February 9, 2017
Date: February 9, 2017
Date: February 9, 2017
Date: February 9, 2017
Date: February 9, 2017
Date: February 9, 2017
Date: February 9, 2017
Date: February 9, 2017
2016 ANNUAL REPORT
113
Item 15(b): Exhibit Index (*)
(3)
(a) Restated Certificate of Incorporation of Snap-on Incorporated, as amended through April 25, 2013 (incorporated
by reference to Exhibit 3.1 to Snap-on’s Quarterly Report on Form 10-Q for the quarterly period ended
September 28, 2013 (Commission File No. 1-7724))
(b) Bylaws of Snap-on Incorporated, as amended and restated as of April 25, 2013 (incorporated by reference to
Exhibit 3.2 to Snap-on’s Current Report on Form 8-K dated April 25, 2013 (Commission File No. 1-7724))
(4)
(a)
Indenture, dated as of January 8, 2007, between Snap-on Incorporated and U.S. Bank National Association as
trustee (incorporated by reference to Exhibit (4)(b) to Form S-3 Registration Statement (Registration No.
333-139863))
(b) Officer's Certificate, dated as of February 24, 2009, providing for the $200,000,000 6.70% Notes due 2019
(incorporated by reference to Exhibit 4.2 to Snap-on's Current Report on Form 8-K dated February 19, 2009
(Commission File No. 1-7724))
(c) Officer's Certificate, dated as of August 14, 2009, providing for the $250,000,000 6.125% Notes due 2021
(incorporated by reference to Exhibit 4.1 to Snap-on's Current Report on Form 8-K dated August 11, 2009
(Commission File No. 1-7724))
(d) Officer's Certificate, dated as of December 14, 2010, providing for the $250,000,000 4.25% Notes due 2018
(incorporated by reference to Exhibit 4.1 to Snap-on's Current Report on Form 8-K dated December 9, 2010
(Commission File No. 1-7724))
Except for the foregoing, Snap-on and its subsidiaries have no unregistered long-term debt agreement for which the related
outstanding debt exceeds 10% of consolidated total assets as of December 31, 2016. Copies of debt instruments for which
the related debt is less than 10% of consolidated total assets will be furnished to the Commission upon request.
(10) Material Contracts
(a) Amended and Restated Snap-on Incorporated 2001 Incentive Stock and Awards Plan (Amended and Restated
as of April 27, 2006, as further amended on August 6, 2009) (incorporated by reference to Exhibit 10.1 to
Snap-on’s Quarterly Report on Form 10-Q for the quarterly period ended October 3, 2009 (Commission File
No. 1-7724))** (superseded except as to outstanding awards)
(b) Snap-on Incorporated 2011 Incentive Stock and Awards Plan (Amended and Restated as of April 30, 2015)
(incorporated by reference to Appendix A to Snap-on’s Definitive Proxy Statement for its 2015 Annual Meeting
of Shareholders, filed with the Securities and Exchange Commission on March 12, 2015 (Commission File No.
1-7724))**
(c)
Form of Restated Executive Agreement between Snap-on Incorporated and each of its executive officers
(incorporated by reference to Exhibit 10.1 to Snap-on’s Current Report on Form 8-K dated January 31, 2008
(Commission File No. 1-7724))**
(d)(1) Form of Indemnification Agreement between Snap-on Incorporated and certain executive officers (incorporated
by reference to Exhibit 10.1 to Snap-on's Annual Report on Form 10-K for the fiscal year ended January 1,
2011 (Commission File No. 1-7724))**
(d)(2) Form of Indemnification Agreement between Snap-on Incorporated and directors (incorporated by reference to
Exhibit 10.1 to Snap-on's Annual Report on Form 10-K for the fiscal year ended January 1, 2011 (Commission
File No. 1-7724))**
(e)(1) Amended and Restated Snap-on Incorporated Directors’ 1993 Fee Plan (as amended through August 5, 2010)
(incorporated by reference to Exhibit 10.1 to Snap-on’s Quarterly Report on Form 10-Q for the quarterly period
ended October 2, 2010 (Commission File No. 1-7724))**
114
SNAP-ON INCORPORATED
(e)(2) Amendment to Amended and Restated Snap-on Incorporated Directors' 1993 Fee Plan (incorporated by
reference to Exhibit 10(e)(2) to Snap-on’s Annual Report on Form 10-K for the fiscal year ended December 28,
2013 (Commission File No. 1-7724))**
(f)(1) Snap-on Incorporated Deferred Compensation Plan (as amended and restated as of September 1, 2011)
(incorporated by reference to Exhibit 10(g) to Snap-on’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2011 (Commission File No. 1-7724))**
(f)(2) Amendment to Snap-on Incorporated Deferred Compensation Plan (incorporated by reference to Exhibit
10(f)(2) to Snap-on’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013 (Commission
File No. 1-7724))**
(g)
(h)
(i)
(j)
(k)
(l)
Snap-on Incorporated Supplemental Retirement Plan for Officers (as amended through June 11, 2010)
(incorporated by reference to Exhibit 10.2 to Snap-on’s Quarterly Report on Form 10-Q for the quarterly period
ended July 3, 2010 (Commission File No. 1-7724))**
Form of Non-Qualified Stock Option Agreement under the 2001 Incentive Stock and Awards Plan (and
accompanying Non-Qualified Stock Option Grant Offer Letter) (incorporated by reference to Exhibit 10.1 to
Snap-on’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007 (Commission File No.
1-7724))**
Form of Restricted Stock Unit Agreement for Directors under the 2001 Incentive Stock and Awards Plan (and
accompanying Restricted Stock Unit Offer Letter) (incorporated by reference to Exhibit 10.2 to Snap-on’s
Quarterly Report on Form 10-Q for the quarterly period ended October 3, 2009 (Commission File No. 1-7724))**
ff
Form of Non-Qualified Stock Option Agreement under the 2011 Incentive Stock and Awards Plan (and
accompanying Non-Qualified Stock Option Grant Offer Letter) (incorporated by reference to Exhibit 10.1 to
Snap-on’s Quarterly Report on Form 10-Q for the quarterly period ended October 1, 2011 (Commission File
No. 1-7724))**
Form of Performance Share Unit Award Agreement under the 2011 Incentive Stock and Awards Plan
(incorporated by reference to Exhibit 10.1 to Snap-on’s Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2012 (Commission File No. 1-7724))**
Form of Restricted Unit Award Agreement for Executive Officers under the 2011 Incentive Stock and Awards
Plan (incorporated by reference to Exhibit 10.1 to Snap-on’s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2012 (Commission File No. 1-7724))**
(m) Form of Restricted Unit Award Agreement for Directors under the 2011 Incentive Stock and Awards Plan
(incorporated by reference to Exhibit 10.1 to Snap-on’s Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2012 (Commission File No. 1-7724))**
(n)
(o)
Form of Restricted Stock Award Agreement for Directors under the 2011 Incentive Stock and Awards Plan
(incorporated by reference to Exhibit 10.1 to Snap-on’s Quarterly Report on Form 10-Q for the quarterly period
ended March 30, 2013 (Commission File No. 1-7724))**
Second Amended and Restated Five Year Credit Agreement, dated as of December 15, 2015, among Snap-on
Incorporated and the lenders and agents listed on the signature pages thereof, and J.P. Morgan Securities
LLC, Citigroup Global Markets Inc. and U.S. Bank National Association as joint lead arrangers and joint
bookrunners (incorporated by reference to Exhibit 10.1 to Snap-on’s Current Report on Form 8-K dated
December 15, 2015 (Commission File No. 1-7724))
2016 ANNUAL REPORT
115
(12) Computation of Ratio of Earnings to Fixed Charges
f
(14)
Snap-on Incorporated Section 406 of the Sarbanes-Oxley Act Code of Ethics (incorporated by reference to Exhibit
10(aa) to Snap-on’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004 (Commission File No.
1-7724))
(21) Subsidiaries of the Corporation
(23) Consent of Independent Registered Public Accounting Firm
(31.1) Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(31.2) Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
ff
(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
(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
(101.INS) XBRL Instance Document***
(101.SCH) XBRL Taxonomy Extension Schema Document***
(101.CAL) XBRL Taxonomy Extension Calculation Linkbase Document***
(101.DEF) XBRL Taxonomy Extension Definition Linkbase Document***
(101.LAB) XBRL Taxonomy Extension Label Linkbase Document***
(101.PRE) XBRL Taxonomy Extension Presentation Linkbase Document***
*
Filed electronically or incorporated by reference as an exhibit to this Annual Report on Form 10-K. Copies of any materials the company files with
the SEC can also be obtained free of charge through the SEC’s website at www.sec.gov. The SEC’s Public Reference Room can be contacted at
100 F Street, N.E., Washington, D.C. 20549, or by calling the SEC’s Public Reference Room at 1-800-732-0330.
**
Represents a management compensatory plan or agreement.
*** Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated
Statements of Earnings for the twelve months ended December 31, 2016, January 2, 2016, and January 3, 2015; (ii) Consolidated Statements of
Comprehensive Income for the twelve months ended December 31, 2016, January 2, 2016, and January 3, 2015; (iii) Consolidated Balance Sheets
as of December 31, 2016, and January 2, 2016; (iv) Consolidated Statements of Equity for the twelve months ended December 31, 2016, January
2, 2016, and January 3, 2015; (v) Consolidated Statements of Cash Flows for the twelve months ended December 31, 2016, January 2, 2016, and
January 3, 2015; and (vi) Notes to Consolidated Financial Statements.
116
SNAP-ON INCORPORATED
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in millions)
EXHIBIT 12
Earnings before income taxes
and equity earnings
Fixed charges:
Interest on debt
Interest element of rentals
Total fixed charges
Total adjusted earnings available for
payment of fixed charges
2016
2015
2014
2013
2012
$ 801.4
$ 710.5
$ 630.9
$ 526.2
$ 460.2
$
$
51.5
2.6
54.1
$
$
51.0
2.7
53.7
$
$
51.8
2.9
54.7
$
$
55.3
2.7
58.0
$
$
55.2
2.4
57.6
$ 855.5
$ 764.2
$ 685.6
$ 584.2
$ 517.8
Ratio of earnings to fixed charges
15.8
14.2
12.5
10.1
9.0
2016 ANNUAL REPORT
117
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EXHIBIT 23
We consent to the incorporation by reference in Registration Statement Nos. 33-37924, 333-21285, and 333-208480 on Form
S-3 and Registration Statement Nos. 33-57898, 33-58939, 333-21277, 333-62098, 333-142412, 333-91712, 333-177794,
333-177795 and 333-208479 on Form S-8 of our reports dated February 9, 2017, relating to the consolidated financial
statements of Snap-on Incorporated and the effectiveness of Snap-on Incorporated’s internal control over financial reporting,
appearing in this Annual Report on Form 10-K of Snap-on Incorporated for the year ended December 31, 2016.
/
/s/ DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
February 9, 2017
118
SNAP-ON INCORPORATED
Certification of the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
EXHIBIT 31.1
On October 31, 2016, Snap-on Incorporated (the “registrant”) acquired Car-O-Liner Holding AB (“Car-O-Liner”). Management
has excluded this acquisition from its assessment of internal control over financial reporting for the year ended December 31,
2016. Car-O-Liner represented less than 4% of the registrant’s total assets at December 31, 2016, and less than 1% of the
registrant’s 2016 net sales.
I, Nicholas T. Pinchuk, certify that:
1. I have reviewed this annual report on Form 10-K of Snap-on Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 9, 2017
/s/ Nicholas T. Pinchuk
Nicholas T. Pinchuk
Chief Executive Officer
2016 ANNUAL REPORT
119
Certification of the Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
EXHIBIT 31.2
On October 31, 2016, Snap-on Incorporated (the “registrant”) acquired Car-O-Liner Holding AB (“Car-O-Liner”). Management
has excluded this acquisition from its assessment of internal control over financial reporting for the year ended December 31,
2016. Car-O-Liner represented less than 4% of the registrant’s total assets at December 31, 2016, and less than 1% of the
registrant’s 2016 net sales.
I, Aldo J. Pagliari, certify that:
1. I have reviewed this annual report on Form 10-K of Snap-on Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 9, 2017
/s/ Aldo J. Pagliari
Aldo J. Pagliari
Principal Financial Officer
120
SNAP-ON INCORPORATED
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 32.1
In connection with the Annual Report of Snap-on Incorporated (the "Company") on Form 10-K for the period ended December
31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Nicholas T. Pinchuk as
Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:
(1)
(2)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
/s/ Nicholas T. Pinchuk
Nicholas T. Pinchuk
Chief Executive Officer
February 9, 2017
2016 ANNUAL REPORT
121
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 32.2
In connection with the Annual Report of Snap-on Incorporated (the "Company") on Form 10-K for the period ended December
31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Aldo J. Pagliari as Principal
Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:
(1)
(2)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
/s/ Aldo J. Pagliari
Aldo J. Pagliari
Principal Financial Officer
February 9, 2017
122
SNAP-ON INCORPORATED
[THIS PAGE INTENTIONALLY LEFT BLANK]
INVESTOR INFORMATION
EXCHANGE LISTING
Snap-on Incorporated’s common stock is listed on the New
York Stock Exchange under the ticker symbol SNA.
TRANSFER AGENT AND REGISTRAR
Computershare Trust Company, N.A.
211 Quality Circle
Suite 210
College Station, TX 77845, U.S.A.
Shareholders with questions may call our transfer agent,
Computershare Trust Company, N.A., toll-free at 800-446-
2617 (in the United States) or 781-575-2723 (outside the
United States). The deaf and hearing impaired may call
800-952-9245. An
is
available 24 hours a day, every day. Operators are
available Monday through Friday, 9 a.m. to 5 p.m. U.S.
is available at
Eastern Time. More
www.computershare.com.
interactive automated system
information
CERTIFICATE TRANSFERS
By mail:
Computershare, Inc.
P.O. Box 30170
College Station, TX 77842-3170, U.S.A.
By overnight mail or private courier:
Computershare, Inc.
ATTN: Shareholder Relations
211 Quality Circle
Suite 210
College Station, TX 77845, U.S.A.
a
through
no-commission
COMPUTERSHARE INVESTMENT PLAN
Investors may purchase Snap-on stock and increase their
dividend
investment
reinvestment and direct stock purchase plan sponsored by
Computershare Trust Company, N.A. All
fees and
brokerage commissions in connection with the purchase of
stock, as well as most administrative costs, are paid by
Snap-on. For information visit www.computershare.com or
write to:
Computershare Investor Services
211 Quality Circle
Suite 210
College Station, TX 77845, U.S.A.
ANTICIPATED DIVIDEND RECORD AND PAYMENT
DATES FOR 2017
Quarter
First
Second
Third
Fourth
Record Date
February 24
May 19
August 18
November 17
Payment Date
March 10
June 9
September 8
December 8
FINANCIAL PUBLICATIONS
Publications are available without charge. Visit our
website, contact the Snap-on investor relations department
at 2801 80th Street, Kenosha, WI 53143, or send an e-mail
to financials@snapon.com.
WEBSITE
Snap-on’s website contains Form 10-Qs, Form 10-Ks,
news releases, annual reports, proxy statements and other
information about Snap-on. Our website address is
www.snapon.com/sna.
INDEPENDENT AUDITORS
Deloitte & Touche LLP
555 East Wells Street, Suite 1400
Milwaukee, WI 53202-3824, U.S.A.
INVESTOR RELATIONS
Investors and other interested parties should direct
inquiries to:
Leslie H. Kratcoski
Vice President, Investor Relations
262-656-6121 or leslie.h.kratcoski@snapon.com
ANNUAL MEETING
The Annual Meeting of Shareholders will be held at the
IdeaForge located within the Snap-on Innovation Works at
the Company’s headquarters, 2801 80th Street, Kenosha,
WI 53143, at 10:00 a.m. U.S. Central Time on Thursday,
April 27, 2017.
CORPORATE OFFICES
2801 80th Street
Kenosha, WI 53143, U.S.A.
262-656-5200
CAUTIONARY STATEMENT REGARDING FORWARD-
LOOKING INFORMATION:
Statements in this Report that are not historical facts are
forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
statements include those that are in the future tense;
include the words “expect,” “plan,” “target,” “estimate,”
“believe,” “anticipate,” or similar words; are specifically
identified as forward-looking; or describe Snap-on’s or
management’s outlook, plans, estimates, objectives or
goals. These forward-looking statements are subject to
uncertainties, risks and other factors that could cause
actual results to differ materially from those described.
Numerous important factors, such as those in the Annual
Report on Form 10-K (forming part of this Report) in Part I
under "Safe Harbor" or Item 1A: "Risk Factors," could
affect Snap-on's actual results and could cause its actual
results to differ materially from those expressed in any
forward-looking statement.
SNAP-ON INCORPORATED
B O A R D O F D I R E C T O R S
Nicholas T. Pinchuk
Chairman of the Board
and Chief Executive Officer
Snap‑on Incorporated
Director since 2007
David C. Adams (c)
Chairman of the Board
and Chief Executive Officer
Curtiss‑Wright Corporation
Director since 2016
Karen L. Daniel (a)
Division President
and Chief Financial Officer
Black & Veatch Corporation
Director since 2005
Ruth Ann M. Gillis (a)
Retired Executive Vice
President and Chief
Administrative Officer
Exelon Corporation
Director since 2014
James P. Holden (b)
Lead Director
Retired President
and Chief Executive Officer
DaimlerChrysler Corporation
Director since 2007
Nathan J. Jones (a)*
Retired President, Worldwide
Commercial & Consumer
Equipment Division
Deere & Company
Director since 2008
Henry W. Knueppel (c)*
Retired Chairman of the Board
and Chief Executive Officer
Regal Beloit Corporation
Director since 2011
W. Dudley Lehman (c)
Retired Group President
Kimberly‑Clark Corporation
Director since 2003
Gregg M. Sherrill (b)*
Chairman of the Board
and Chief Executive Officer
Tenneco Inc.
Director since 2010
Donald J. Stebbins (b)
President and
Chief Executive Officer
Superior Industries
International, Inc.
Director since 2015
B O A R D C O M M I T T E E S :
(a) Audit Committee
(b) Organization and Executive
Compensation Committee
(c) Corporate Governance and
Nominating Committee
* Denotes Chair
M A N A G E M E N T T E A M
Eugenio Amador
President –
Car-O-Liner
Joseph J. Burger
President –
Snap‑on Credit
Constance R. Johnsen
Vice President
and Controller
James Ng
President –
Snap‑on Asia‑Pacific
Irene S. Sudac
Vice President –
Financial Services
Govind K. Arora
Vice President –
Worldwide Strategic
Sourcing
Jesus Arregui
President –
SNA Europe
Anup R. Banerjee
Senior Vice President –
Human Resources
and Chief
Development Officer
Samuel E. Bottum
Vice President and
Chief Marketing Officer
Iain Boyd
Vice President –
Operations
Development
Bennett L. Brenton
Vice President –
Innovation
Timothy L. Chambers
President –
Commercial Group
David Ellingen
President –
Diagnostics and
Mitchell 1
Michael G. Gentile
Vice President –
Operations
Snap‑on Tools Group
Andrew R. Ginger
President –
Industrial
Gary S. Henning
Vice President –
Manufacturing
Development
Jeffrey W. Howe
Vice President –
North American Sales
Snap‑on Tools Group
Thomas L. Kassouf
Senior Vice President
and President –
Snap‑on Tools Group
Richard G. Kobor
President –
Equipment
Jeffrey F. Kostrzewa
Vice President
and Treasurer
Leslie H. Kratcoski
Vice President –
Investor Relations
Manuel Macedo
Vice President –
Operations
SNA Europe
Jeanne M. Moreno
Vice President and
Chief Information
Officer
Benny Oh
Chairman –
Snap‑on Asia‑Pacific
Kevin L. Thatcher
Vice President –
Business Development
Thomas J. Ward
Senior Vice President
and President –
Repair Systems &
Information Group
John A. Wolf
President –
OEM Solutions
Barrie Young
President –
Sales and Franchising
Snap‑on Tools Group
Aldo J. Pagliari
Senior Vice President –
Finance and Chief
Financial Officer
Nicholas T. Pinchuk
Chairman and
Chief Executive Officer
Christopher H. Potter
President –
Power Tools
Irwin M. Shur
Vice President,
General Counsel
and Secretary
Brian L. Spikes
Director –
Rapid Continuous
Improvement
© 2017 Snap‑on Incorporated; All rights reser ved
Snap‑on as well as other marks are trademarks, registered in the United States and other countries, of Snap‑on Incorporated.
All other marks are marks of their respective holders.
S N A P ‑ O N
I N C O R P O R A T E D
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