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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

x

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

For the fiscal year ended January 3, 2015, or

 

¨

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

Commission File Number 1-7724

 

 

 

LOGO

(Exact name of registrant as specified in its charter)

 

Delaware   39-0622040
(State of incorporation)   (I.R.S. Employer Identification No.)

 

2801 80th Street, Kenosha, Wisconsin   53143
(Address of principal executive offices)   (Zip code)

(262) 656-5200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

                 Title of each class                 

 

Name of each exchange on which registered

Common stock, $1.00 par value   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  x  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  x

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  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of 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  x    No  ¨

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.   x

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  x    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  x

The aggregate market value of voting and non-voting common equity held by non-affiliates (excludes 382,563 shares held by directors and executive officers) computed by reference to the price ($118.65) at which common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter (June 27, 2014) was $6.8 billion.

The number of shares of Common Stock ($1.00 par value) of the registrant outstanding as of February 6, 2015, was 58,124,176 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 12, 2015, prepared for the Annual Meeting of Shareholders scheduled for April 30, 2015.

 

 

 


Table of Contents

 

 

 

TABLE OF CONTENTS

 

              Page  
PART I   
 

Item 1

  

Business

     4   
 

Item 1A

  

Risk Factors

     11   
 

Item 1B

  

Unresolved Staff Comments

     19   
 

Item 2

  

Properties

     19   
 

Item 3

  

Legal Proceedings

     21   
 

Item 4

  

Mine Safety Disclosures

     21   
PART II   
 

Item 5

  

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

     21   
 

Item 6

  

Selected Financial Data

     25   
 

Item 7

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     26   
 

Item 7A

  

Quantitative and Qualitative Disclosures About Market Risk

     53   
 

Item 8

  

Financial Statements and Supplementary Data

     55   
 

Item 9

  

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

     55   
 

Item 9A

  

Controls and Procedures

     55   
 

Item 9B

  

Other Information

     57   
PART III   
 

Item 10

  

Directors, Executive Officers and Corporate Governance

     57   
 

Item 11

  

Executive Compensation

     58   
 

Item 12

  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

     58   
 

Item 13

  

Certain Relationships and Related Transactions, and Director Independence

     58   
 

Item 14

  

Principal Accounting Fees and Services

     58   
PART IV   
 

Item 15

  

Exhibits, Financial Statement Schedules

     59   

Signatures

     107   

Exhibit Index

     109   

Computation of Ratio of Earnings to Fixed Charges

     112   

Consent of Independent Registered Public Accounting Firm

     115   

Certifications

     116   

 

 

 

2    SNAP-ON INCORPORATED   


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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.

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, 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 implementation), 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.

In addition, investors should be aware that generally accepted accounting principles in the United States of America (“U.S. 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.

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 2014” or “2014” refer to the fiscal year ended January 3, 2015; references to “fiscal 2013” or “2013” refer to the fiscal year ended December 28, 2013; and references to “fiscal 2012” or “2012” refer to the fiscal year ended December 29, 2012. Snap-on’s 2014 fiscal year contained 53 weeks of operating results, with the extra week occurring in the fourth quarter; Snap-on’s 2013 and 2012 fiscal years each contained 52 weeks of operating results. References in this document to 2014, 2013 and 2012 year end refer to January 3, 2015, December 28, 2013, and December 29, 2012, respectively.

 

 

 

   2014 ANNUAL REPORT    3


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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.

Snap-on markets its products and brands through multiple sales distribution channels in more than 130 countries. Snap-on’s largest geographic markets include the United States, the United Kingdom, Canada, Germany, Australia, Japan, France, Italy, Sweden, Spain, China, Brazil, the Netherlands, Saudi Arabia, Mexico, Argentina, Denmark, Norway, India, the Russian Federation, Finland and Indonesia. 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. For many decades, the company was viewed primarily as a hand tool company selling through vans to vehicle technicians. 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. Building upon capabilities already demonstrated in the automotive repair arena, the company’s “coherent growth” strategy focuses on developing and expanding its professional customer base 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 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 Snap-on’s industrial and other customers 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, 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.

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.

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

 

 

 

4    SNAP-ON INCORPORATED   


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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. For segment reporting purposes, the results of operations and assets of Pro-Cut have been included in the Repair Systems & Information Group since the date of acquisition. Pro forma financial information has not been presented as the net effects of the Pro-Cut acquisition were neither significant nor material to Snap-on’s results of operations or financial position.

On May 13, 2013, Snap-on acquired Challenger Lifts, Inc. (“Challenger”) for a cash purchase price of $38.2 million. Challenger designs, manufactures and distributes a comprehensive line of vehicle lifts and accessories to a diverse customer base in the automotive repair sector. The acquisition of the Challenger vehicle lift 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. For segment reporting purposes, the results of operations and assets of Challenger have been included in the Repair Systems & Information Group since the date of acquisition. Pro forma financial information has not been presented as the net effects of the Challenger acquisition were neither significant nor material to Snap-on’s results of operations or financial position.

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.

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:

 

     Net Sales  
(Amounts in millions)    2014      2013      2012  

Product Category:

        

Tools

       $   1,868.5               $   1,743.3               $   1,729.4       

Diagnostics and repair information

     689.5             652.0             619.8       

Equipment

     719.7             661.2             588.7       
  

 

 

    

 

 

    

 

 

 
       $ 3,277.7               $ 3,056.5               $ 2,937.9       
  

 

 

    

 

 

    

 

 

 

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, chisels, drills, sanders, grinders, polishers and similar products. Tool storage includes tool chests, roll cabinets, tool control systems and other similar products. The majority of products are manufactured by Snap-on and, in completing the product offering, other items are purchased from external manufacturers.

 

 

 

   2014 ANNUAL REPORT    5


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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, air conditioning service equipment, brake service equipment, fluid exchange equipment, transmission troubleshooting equipment, safety testing equipment, battery chargers and hoists.

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

  

Products and Services

Snap-on

   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

ATI

   Aircraft hand tools and machine tools

BAHCO

   Saw blades, cutting tools, pruning tools, hand tools, power tools and tool storage

Blackhawk

   Collision repair equipment

Blue-Point

   Hand tools, power tools, tool storage, diagnostics, certain equipment and related accessories

Cartec

   Safety testing, brake testers, test lane equipment, dynamometers, suspension testers, emission testers and other equipment

CDI

   Torque tools

Challenger

   Vehicle lifts

Fish and Hook

   Saw blades, cutting tools, pruning tools, hand tools, power tools and tool storage

Hofmann

   Wheel balancers, vehicle lifts, tire changers, wheel aligners, brake testers and test lane equipment

Irimo

   Saw blades, cutting tools, hand tools, power tools and tool storage

John Bean

   Wheel balancers, vehicle lifts, tire changers, wheel aligners, brake testers and test lane equipment

Lindström

   Hand tools

Mitchell1

   Repair and service information, shop management systems and business services

Nexiq

   Diagnostic tools, information and program distributions for fleet and heavy duty equipment

Pro-Cut

   On-car brake lathes, related equipment and accessories

Sandflex

   Hacksaw blades, band saws, saw blades, hole saws and reciprocating saw blades

ShopKey

   Repair and service information, shop management systems and business services

Sioux

   Power tools

Sun

   Diagnostic tools, wheel balancers, vehicle lifts, tire changers, wheel aligners, air conditioning products and emission testers

Williams

   Hand tools, tool storage, certain equipment and related accessories

 

 

 

 

6    SNAP-ON INCORPORATED   


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Financial Services

Snap-on also generates revenue from various financing programs that include: (i) installment sales and lease contracts arising from franchisees’ customers and Snap-on’s industrial and other customers for the purchase or lease of tools, including tool storage, 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 entity is solely at the customer’s election. When assessing customers for potential financing, Snap-on considers various factors including financial condition, collateral, debt-servicing ability, past payment experience and credit bureau information.

United States

In the United States, Snap-on offers financing through SOC and provides financing for new contracts originated by SOC. Financing revenue from contract originations owned by SOC is recognized by SOC over the life of the contracts, with interest computed on the average daily balances of the underlying contracts.

International

Snap-on also offers financing to its franchisees and customer networks through its international finance subsidiaries located in Canada, the United Kingdom, Australia and New Zealand. Snap-on offers financing to its franchisees and customer networks in Ireland, the Netherlands and Germany through its U.K. finance subsidiary. Snap-on offers financing to its franchisees and customer network in Puerto Rico through SOC. Snap-on’s international finance subsidiaries own and service the receivables originated through their financing programs. Financing revenue from these contracts is recognized over the life of the contracts, with interest computed on the average daily balances of the underlying contracts.

Other

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 $12.1 million, $11.9 million and $9.9 million in fiscal 2014, 2013 and 2012, respectively.

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 themselves; (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.

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.

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; OEM and service and repair customers; oil and gas developers; mining operations; energy and power

 

 

 

   2014 ANNUAL REPORT    7


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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, particularly those in the market segments of natural resources, aerospace, government and technical education. 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. Snap-on believes it is a meaningful participant in the industrial tools and equipment market sector.

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 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 also provides certain franchisees the opportunity to add vans to their franchise or to add a limited number of additional franchises. Snap-on charges nominal initial and ongoing monthly franchise fees. Since 1991, written franchise agreements have been entered into with all new U.S. franchisees.

Snap-on previously offered an option termed the “Gateway Franchise Program” to certain potential U.S. franchisees, including those that did not meet the standard franchise qualification requirements. Gateway Franchise Program participants had less upfront investment and were provided an initial base level of consigned inventory from Snap-on to assist them in gaining experience and building equity toward the future purchase of a standard franchise. Snap-on ceased offering new Gateway franchises in February 2013 and anticipates not having any remaining Gateway franchises by the end of February 2015. As of 2014 year end, five of Snap-on’s U.S. franchised routes were operated as Gateway franchises.

Snap-on also has a company-owned van program in the United States that is designed to: (i) provide another pool of potential franchisees and 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 2014 year end, company-owned vans comprised approximately 5% of the total U.S. van population; Snap-on may elect to increase or reduce the number of company-owned vans in the future.

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 Australia, Canada, Germany, Japan, the United Kingdom, the Netherlands, South Africa, New Zealand, Belgium and Ireland. In many of these markets, as in the United States, purchase decisions are generally made or influenced by professional vehicle service technicians as well as repair shop owners and managers. As of 2014 year end, Snap-on’s worldwide mobile van count was approximately 4,800 vans, including approximately 3,500 vans in the United States.

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 decision to finance through Snap-on or another financing entity is solely at the customer’s election.

 

 

 

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Snap-on supports its franchisees with a field organization of regional offices, franchise performance teams, Diagnostic Sales Developers (“DSDs”), 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. In North America, the United States National Franchise Advisory Council and the Canadian National Franchise Advisory Council, both of which are composed primarily of franchisees that are elected by franchisees, assist Snap-on in identifying and implementing enhancements to the franchise program.

In the United States, franchisees work closely with DSDs. The DSDs train franchisees on the sale of higher-price-point diagnostics and demonstrate and sell vehicle service shop management and information systems. DSDs work independently and with franchisees to identify and generate sales among vehicle service technicians and repair shop owners and managers. DSDs are Snap-on employees who are compensated through a combination of base salary and commission; a franchisee receives a brokerage fee from certain sales made by the DSDs to the franchisee’s customers. Most products sold through franchisees and DSDs are sold under the Snap-on, Blue-Point and ShopKey brand names.

Company Direct Sales

A significant proportion of shop equipment sales in North America under the John Bean, Hofmann, Blackhawk, 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.

Snap-on brand tools and equipment are marketed to industrial and governmental customers in the United States through both industrial sales representatives, who are employees, and independent industrial distributors. Outside of the United States, industrial sales are also conducted through other independent distributors. Sales representatives focus on industrial customers whose main purchase criteria are quality and integrated solutions. As of 2014 year end, Snap-on had industrial sales representatives in the United States (including Puerto Rico), Australia, Canada, Japan, Mexico and various European, Asian, Latin American, Middle Eastern and African countries, with the United States representing the majority of Snap-on’s total industrial sales.

Snap-on also sells software, services and solutions to the automotive, commercial, 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 under the BAHCO, Fish and Hook, Lindström 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, Challenger, Pro-Cut, Cartec and Blackhawk. 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, BAHCO and Blue-Point brands.

E-commerce

Snap-on’s e-commerce development initiatives allow Snap-on to combine the capabilities of the internet with Snap-on’s existing brand sales and distribution strengths to reach new and under-served customer segments. Snap-on offers current and prospective customers online, around-the-clock access to research and purchase products through its public internet 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.

 

 

 

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Competition

Snap-on competes on the basis of its product quality and performance, product line breadth 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.

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 repair technicians through retail stores and online, vehicle parts supply outlets, 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, as well as diagnostics and information systems, and other companies that offer products serving this sector.

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 2015 from steel pricing or availability issues.

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 2014 year end, Snap-on and its subsidiaries held approximately 700 active and pending patents in the United States and approximately 1,500 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, 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 more than 120 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 equity and market presence for the company’s strongest brand.

 

 

 

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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 11,400 people at the end of January 2015; Snap-on employed approximately 11,300 people at the end of January 2014.

Approximately 2,600 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 1,250 employees in 2015; 400 employees in 2016; and 600 employees in 2017; there are no contracts currently scheduled to expire in 2018 or 2019. In recent years, Snap-on has not experienced any significant work slowdowns, stoppages or other labor disruptions.

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 2014 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.

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 2014 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.

 

 

 

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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.

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. To the extent that the prices of gasoline and other petroleum-based fuels increase, as they have at times in recent years, consumers may turn to other methods of transportation, including more frequent use of public transportation, which 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; further volatility and changes may be caused by market fluctuations, supply and demand, currency fluctuation, production and transportation disruption, 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 42% of our 2014 revenues were generated by the Snap-on Tools Group, which consists of Snap-on’s business operations serving the worldwide mobile tool distribution channel. Except in limited circumstances, each of our mobile tool vans is operated by a franchisee pursuant to a franchise agreement. 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 extended credit contracts.

New and stricter legislation and regulations may affect our business, reputation, results of operations and financial condition.

Increased legislative and regulatory activity and burdens, and a more stringent manner in which they are applied, could significantly impact our business and the economy as a whole. For example, the Affordable Care Act (the “ACA”), which was adopted in 2010 and is being phased in over several years, significantly affects the provision of both health care services and benefits in the United States; the ACA may impact our cost of providing our employees and retirees with health insurance and/or benefits, and may also impact various other aspects of our business. The ACA did not have a material impact on our fiscal 2014, 2013 or 2012 financial results; however, we are continuing to assess the impact of the ACA on our health care benefit costs.

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

 

 

 

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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 penalties and 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, 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.

Exposure to credit risks of customers and resellers may make it difficult to collect receivables and could adversely affect operating results and financial condition.

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 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.

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 broadly diversified in an attempt to mitigate the risk of a large loss. The assets are invested in equity securities, debt securities, hedge funds, real estate and other real assets, insurance contracts, and cash and cash equivalents. 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 sufficient to meet the future benefit obligations of such plans. In addition, during periods of adverse investment market 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.

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) the expected return on plan assets; (iv) the amortization of prior service costs and credits; (v) the effects of actuarial gains and losses; and (vi) settlement/curtailment costs, when applicable. The accounting for pensions

 

 

 

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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 pension 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 pension 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.

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.

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:

 

   

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;

   

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.

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, 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 course. 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.

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 a 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.

 

 

 

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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.

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.

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.

The global tool, equipment, and diagnostics and repair information industries are competitive.

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.

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 either that defects in the design or manufacture of our products 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 below the insurance retention amount. As a manufacturer, we can be subject to the costs and potential negative publicity of product recalls, which could impact our results.

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,

 

 

 

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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. 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 intangible assets related to these businesses.

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.

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 34% of our revenues in 2014 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 instability, transportation delays or interruptions, sovereign debt uncertainties and difficulties in enforcement of contract and intellectual property rights, as well 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.

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.

 

 

 

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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.

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.

The inability to successfully defend claims from taxing authorities could adversely affect our financial condition, results of operations and cash flows.

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 authorities related to these differences could have an adverse impact on our financial condition, results of operations and cash flows.

Compliance with regulations related to conflict minerals could increase costs and affect the manufacturing and sale of our products.

Public companies are required to disclose the use of tin, tantalum, tungsten and gold (collectively, “conflict minerals”) mined from the Democratic Republic of the Congo and adjoining countries (the “covered countries”) if a conflict mineral(s) is necessary to the functionality of a product manufactured, or contracted to be manufactured, by the company.

We may determine, as part of our compliance efforts, that certain products or components we obtain from our suppliers contain conflict minerals. If we are unable to conclude that all our products are free from conflict minerals originating from covered countries, this could have a negative impact on our business, reputation and/or results of operations. We may also encounter challenges to satisfy customers who require that our products be certified as conflict free, which could place us at a competitive disadvantage if we are unable to substantiate such a claim. Compliance with these rules could also affect the sourcing and availability of some of the minerals used in the manufacture of products or components we obtain from our suppliers, including our ability to obtain products or components in sufficient quantities and/or at competitive prices.

 

 

 

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The accounting for certain stock-based compensation awards and stock-based deferred compensation liabilities could adversely affect our results of operations.

Certain stock-based compensation awards granted by the company are subject to mark-to-market accounting treatment, which requires us to recognize changes in the fair value of these awards each period based on the company’s period-end stock price. Volatility in the company’s stock price, including as a result of macro-economic conditions and other factors beyond our control, could increase or decrease this expense in future periods. While we have entered into prepaid equity forward agreements to manage a portion of the market risk associated with stock-based deferred compensation liabilities, depending on changes in the company’s period-end stock price, the application of mark-to-market accounting on certain of our other stock-based compensation awards and stock-based deferred compensation liabilities could have an adverse effect, or favorable benefit, on our financial condition and results of operations in certain periods.

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 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:

 

   

Continuing to invest in initiatives focused on building a strong sales and operating presence in emerging growth markets;

   

Continuing to enhance service and value to our franchisees and customers;

   

Continuing to implement efficiency and productivity initiatives throughout the company to drive further efficiencies and reduce costs;

   

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;

   

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

   

Continuing to provide financing for, and grow our portfolio of, receivables within our financial services businesses.

A failure to succeed in the implementation of any or all of these actions could result in an inability to achieve our financial goals and could be disruptive to the business.

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 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.

 

 

 

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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;

   

Difficulties in implementing and maintaining consistent standards, controls, procedures, policies and information 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;

   

The dilutive effect of the issuance of additional equity securities;

   

Unforeseen or contingent liabilities of the acquired businesses; and

   

Large write-offs or write-downs, or the impairment of goodwill or other intangible assets.

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 3.8 million square feet, of which approximately 74% 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.

 

 

 

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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 2014 year end:

 

Location

  

Principal Property Use

  

Owned/Leased

  

Segment*

U.S. Locations:

        

Elkmont, Alabama

  

Manufacturing

  

Owned

  

SOT

Conway, Arkansas

  

Manufacturing

  

Owned

  

RS&I

City of Industry, California

  

Manufacturing

  

Leased

  

C&I

Poway, California

  

Manufacturing and distribution

  

Leased

  

RS&I

San Jose, California

  

Manufacturing and distribution

  

Leased

  

RS&I

Columbus, Georgia

  

Distribution

  

Owned

  

C&I

Crystal Lake, Illinois

  

Distribution

  

Owned

  

SOT

Libertyville, Illinois

  

Financial services

  

Leased

  

FS

Algona, Iowa

  

Manufacturing and distribution

  

Owned

  

SOT

Louisville, Kentucky

  

Manufacturing and distribution

  

Leased

  

RS&I

Olive Branch, Mississippi

  

Distribution

  

Owned

  

SOT

Carson City, Nevada

  

Distribution

  

Owned and leased

  

SOT

Murphy, North Carolina

  

Manufacturing and distribution

  

Owned

  

C&I

Richfield, Ohio

  

Manufacturing and distribution

  

Owned

  

RS&I

Robesonia, Pennsylvania

  

Distribution

  

Owned

  

SOT

Elizabethton, Tennessee

  

Manufacturing

  

Owned

  

SOT

Kenosha, Wisconsin

  

Distribution and corporate

  

Owned

  

SOT, C&I, RS&I

Milwaukee, Wisconsin

  

Manufacturing

  

Owned

  

SOT

Non-U.S. Locations:

        

Santo Tome, Argentina

  

Manufacturing

  

Owned

  

C&I

New South Wales, Australia

  

Distribution and financial services

  

Leased

  

SOT, FS

Minsk, Belarus

  

Manufacturing

  

Owned

  

C&I

Santa Bárbara d’Oeste, Brazil

  

Manufacturing and distribution

  

Owned

  

RS&I

Calgary, Canada

  

Distribution

  

Leased

  

SOT

Mississauga, Canada

  

Manufacturing and distribution

  

Leased

  

SOT, RS&I

Kunshan, China

  

Manufacturing

  

Owned

  

C&I

Xiaoshan, China

  

Manufacturing

  

Owned

  

C&I

Bramley, England

  

Manufacturing

  

Leased

  

C&I

Kettering, England

  

Distribution and financial services

  

Owned

  

SOT, C&I, FS

Sopron, Hungary

  

Manufacturing

  

Owned

  

RS&I

Correggio, Italy

  

Manufacturing

  

Owned

  

RS&I

Tokyo, Japan

  

Distribution

  

Leased

  

C&I

Helmond, the Netherlands

  

Distribution

  

Owned

  

C&I

Vila do Conde, Portugal

  

Manufacturing

  

Owned

  

C&I

Irun, Spain

  

Manufacturing

  

Owned

  

C&I

Placencia, Spain

  

Manufacturing

  

Owned

  

C&I

Vitoria, Spain

  

Manufacturing and distribution

  

Owned

  

C&I

Bollnäs, Sweden

  

Manufacturing

  

Owned

  

C&I

Edsbyn, Sweden

  

Manufacturing

  

Owned

  

C&I

Lidköping, Sweden

  

Manufacturing

  

Owned

  

C&I

 

*

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   


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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 58,113,447 shares of common stock outstanding as of 2014 year end. Snap-on’s stock is listed on the New York Stock Exchange under the ticker symbol “SNA.” At February 6, 2015, there were 5,440 registered holders of Snap-on common stock.

The high and low closing prices of Snap-on’s common stock during each quarter for the last two years were as follows:

 

     Common Stock High/Low Prices  
     2014      2013  

    Quarter    

   High      Low      High      Low  

First

       $   114.18               $   97.23               $   82.70               $   77.06       

Second

     119.46             109.36             92.92             80.88       

Third

     127.01             117.84             100.98             90.50       

Fourth

     139.35             113.28             108.88             95.63       

Snap-on has paid consecutive quarterly cash dividends, without interruption or reduction, since 1939. Quarterly dividends in 2014 were $0.53 per share in the fourth quarter and $0.44 per share in each of the first three quarters ($1.85 per share for the year). Quarterly dividends in 2013 were $0.44 per share in the fourth quarter and $0.38 per share in each of the first three quarters ($1.58 per share for the year). Quarterly dividends in 2012 were $0.38 per share in the fourth quarter and $0.34 per share in each of the first three quarters ($1.40 per share for the year). Cash dividends paid in 2014, 2013 and 2012 totaled $107.6 million, $92.0 million and $81.5 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.

See Note 13 to the Consolidated Financial Statements for information on securities authorized for issuance under equity compensation plans.

 

 

 

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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 2014, 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.

 

Period

  

Shares

purchased

  

Average

price

per share

  

Shares purchased as

part of publicly

announced plans or
programs

  

Approximate

value of shares

that may yet be

purchased under

publicly

announced plans

or programs *

09/28/14 to 10/25/14

   13,385        $  126.24        13,385    $   203.8 million

10/26/14 to 11/22/14

   69,615        $  133.97        69,615    $   201.8 million

11/23/14 to 01/03/15

     6,000        $  134.70          6,000    $   210.9 million
  

 

     

 

  

Total/Average

   89,000        $  132.86        89,000    N/A
  

 

     

 

  

 

N/A: Not applicable

 

*

Subject to further adjustment pursuant to the 1996 Authorization described below, as of January 3, 2015, the approximate value of shares that may yet be purchased pursuant to the three outstanding Board authorizations discussed below is $210.9 million.

 

 

In 1996, the Board authorized the company to repurchase shares of the company’s common stock from time to time in the open market or in privately negotiated transactions (“the 1996 Authorization”). The 1996 Authorization allows the repurchase of up to the number of shares issued or delivered from treasury from time to time under the various plans the company has in place that call for the issuance of the company’s common stock. Because the number of shares that are purchased pursuant to the 1996 Authorization will change from time to time as (i) the company issues shares under its various plans; and (ii) shares are repurchased pursuant to this authorization, the number of shares authorized to be repurchased will vary from time to time. The 1996 Authorization will expire when terminated by the Board. When calculating the approximate value of shares that the company may yet purchase under the 1996 Authorization, the company assumed a price of $128.24, $135.72 and $136.29 per share of common stock as of the end of the fiscal 2014 months ended October 25, 2014, November 22, 2014, and January 3, 2015, 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   


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Other Purchases or Sales of Equity Securities

The following chart discloses information regarding shares of Snap-on’s common stock that were sold by Citibank, N.A. (“Citibank”) during the fourth quarter of 2014 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

   Shares sold      Average
price
per share
 

09/28/14 to 10/25/14

     2,000               $   126.87       

10/26/14 to 11/22/14

     4,000               $   130.29       

11/23/14 to 01/03/15

     –                –            
  

 

 

    

Total/Average

     6,000               $   129.15       
  

 

 

    

 

 

 

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Five-year Stock Performance Graph

The graph below illustrates the cumulative total shareholder return on Snap-on common stock since December 31, 2009, assuming that dividends were reinvested. The graph compares Snap-on’s performance to that of the Standard & Poor’s 500 Stock Index (“S&P 500”) and a Peer Group.

Snap-on Incorporated Total Shareholder Return (1) 

 

LOGO

 

Fiscal Year Ended (2)

   Snap-on
Incorporated
     Peer Group (3)      S&P 500  

December 31, 2009

       $   100.00               $   100.00               $   100.00       

December 31, 2010

     137.56             133.17             115.06       

December 31, 2011

     126.03             130.40             117.49       

December 31, 2012

     200.91             153.34             136.30       

December 31, 2013

     283.41             208.84             180.44       

December 31, 2014

     359.27             218.47             205.14       

 

(1)

Assumes $100 was invested on December 31, 2009, 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 Rubbermaid Inc., Pentair plc, SPX Corporation and W.W. Grainger, Inc.

 

 

 

24    SNAP-ON INCORPORATED   


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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.”

 

Five-year Data

         
(Amounts in millions, except per share data)   2014     2013     2012     2011     2010  

Results of Operations

         

Net sales

      $   3,277.7              $   3,056.5              $   2,937.9              $   2,854.2              $   2,619.2       

Gross profit

    1,584.3            1,472.9            1,390.0            1,337.9            1,211.1       

Operating expenses

    1,048.7            1,012.4            980.3            953.7            894.1       

Operating earnings before financial services

    535.6            460.5            409.7            384.2            317.0       

Financial services revenue

    214.9            181.0            161.3            124.3            62.3       

Financial services expenses

    65.8            55.3            54.6            51.4            47.9       

Financial services –  arbitration settlement gain

    –               –               –               18.0            –          

Operating earnings from financial services

    149.1            125.7            106.7            90.9            14.4       

Operating earnings

    684.7            586.2            516.4            475.1            331.4       

Interest expense

    52.9            56.1            55.8            61.2            54.8       

Earnings before income taxes and equity earnings

    630.9            526.2            460.2            412.9            277.4       

Income tax expense

    199.5            166.7            148.2            133.7            87.6       

Earnings before equity earnings

    431.4            359.5            312.0            279.2            189.8       

Equity earnings, net of tax

    0.7            0.2            2.6            4.6            3.2       

Net earnings

    432.1            359.7            314.6            283.8            193.0       

Net earnings attributable to noncontrolling interests

    (10.2)           (9.4)           (8.5)           (7.5)           (6.5)      

Net earnings attributable to Snap-on

    421.9            350.3            306.1            276.3            186.5       

Financial Position

         

Cash and cash equivalents

      $   132.9              $   217.6              $   214.5          $ 185.6              $   572.2       

Trade and other accounts receivable – net

    550.8            531.6            497.9            463.5            443.3       

Finance receivables – net (current)

    402.4            374.6            323.1            277.2            215.3       

Contract receivables – net (current)

    74.5            68.4            62.7            49.7            45.6       

Inventories – net

    475.5            434.4            404.2            386.4            329.4       

Property and equipment – net

    404.5            392.5            375.2            352.9            344.0       

Long-term finance receivables – net

    650.5            560.6            494.6            431.8            345.7       

Long-term contract receivables – net

    242.0            217.1            194.4            165.1            119.3       

Total assets

    4,310.1            4,110.0            3,902.3            3,672.9            3,729.4       

Notes payable and current maturities of long-term debt

    56.6            113.1            5.2            16.2            216.0       

Accounts payable

    145.0            155.6            142.5            124.6            146.1       

Long-term debt

    862.7            858.9            970.4            967.9            954.8       

Total debt

    919.3            972.0            975.6            984.1            1,170.8       

Total shareholders’ equity attributable to Snap-on

    2,207.8            2,113.2            1,802.1            1,530.9            1,388.5       

Common Share Summary

         

Weighted-average shares outstanding – diluted

    59.1            59.1            58.9            58.7            58.4       

Net earnings per share attributable to Snap-on

         

Basic

      $   7.26              $   6.02              $   5.26              $   4.75              $   3.22       

Diluted

    7.14            5.93            5.20            4.71            3.19       

Cash dividends paid per share

    1.85            1.58            1.40            1.30            1.22       

Shareholders’ equity per basic share

    38.00            36.31            30.96            26.30            23.94       

 

 

In 2011, Snap-on settled a dispute with its former financial services joint venture partner and recorded an $18.0 million pretax arbitration settlement gain ($11.1 million after tax or $0.19 per diluted share).

 

 

 

   2014 ANNUAL REPORT    25


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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

We believe our broad-based organic sales growth in 2014 affirms Snap-on’s unique capabilities in providing repeatability and reliability to a wide range of professional customers performing critical tasks in workplaces of consequence. 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 2014 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: enhancing the franchise network, expanding in the vehicle repair garage, extending to critical industries and building in emerging markets. We also believe our year-over-year improvement in operating margin further evidences 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.

In 2014, we continued to invest in our most important strategic growth initiatives aimed at enhancing the franchisee network, expanding in the vehicle repair garage, extending in critical industries and building in emerging markets. Recent examples of our continued investment and expansion initiatives include the May 2014 acquisition of Pro-Cut International, Inc. (“Pro-Cut”) and the May 2013 acquisition of Challenger Lifts, Inc. (“Challenger”), which are further discussed in “Results of Operations” below. The acquisitions of both the Pro-Cut and Challenger product lines complemented and increased our existing undercar equipment product offering, broadened our established capabilities in serving vehicle repair facilities and expanded our presence with repair shop owners and managers.

Our global financial services operations continue to serve a significant strategic role in providing financing options for our franchisees, for their customers, and for 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.

Consolidated net sales of $3,277.7 million in 2014 increased $221.2 million, or 7.2%, from 2013 levels, including $37.0 million of acquisition-related sales and an unfavorable $25.3 million impact from foreign currency translation. Organic sales (excluding acquisition-related sales and foreign currency translation impacts) increased $209.5 million or 6.9%. Operating earnings before financial services of $535.6 million in 2014 were up $75.1 million, or 16.3%, from 2013 levels, reflecting contributions from higher sales and improved operating margins, including contributions from ongoing efficiency and productivity initiatives, as well as benefits from restructuring actions (collectively, “Rapid Continuous Improvement” or “RCI initiatives”). Operating earnings of $684.7 million in 2014 increased $98.5 million, or 16.8%, from operating earnings of $586.2 million last year. In 2014, net earnings attributable to Snap-on Incorporated were $421.9 million or $7.14 per diluted share. Net earnings attributable to Snap-on Incorporated in 2013 were $350.3 million or $5.93 per diluted share.

In the Commercial & Industrial Group, segment net sales of $1,174.8 million in 2014 increased $83.8 million, or 7.7%, from 2013 levels. Excluding $18.2 million of unfavorable foreign currency translation, organic sales in 2014 increased $102.0 million, or 9.5%, primarily due to higher sales to customers in critical industries and in the segment’s European-based hand tools business. Operating earnings of $158.6 million in 2014 increased $21.3 million, or 15.5%, from 2013 levels primarily as a result of the higher sales and the savings from RCI initiatives.

 

 

 

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The Commercial & Industrial Group intends to continue building on the following strategic priorities in 2015:

 

   

Investing in emerging market growth initiatives, including in China, India, Eastern Europe, the Middle East and Latin America;

   

Expanding our business with existing customers and reach 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

   

Continuing to reduce structural and operating costs through RCI and restructuring initiatives.

In the Snap-on Tools Group, segment net sales of $1,455.2 million in 2014 increased $96.8 million, or 7.1%, from 2013 levels; excluding $6.3 million of unfavorable foreign currency translation, organic sales in 2014 increased $103.1 million, or 7.6%, reflecting higher sales in both the company’s U.S. and international franchise operations. Operating earnings of $223.1 million in 2014 increased $28.5 million, or 14.6%, from 2013 levels, primarily as a result of the higher sales and savings from RCI initiatives.

The Snap-on Tools Group made continued progress in 2014 on its fundamental, strategic initiatives to strengthen the group and enhance franchisee profitability. In 2015, the Snap-on Tools Group intends to further build on the progress made in 2014, with specific initiatives focused on the following:

 

   

Continuing to improve franchisee productivity, profitability, satisfaction and commercial health;

   

Developing new programs and products to expand market coverage, reaching new technicians and increasing penetration with existing customers;

   

Continuing to invest in new product innovation and development; and

   

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 our franchisees, will have the opportunity to continue to serve customers more effectively, more profitably and with improved satisfaction.

In the Repair Systems & Information Group, segment net sales of $1,095.2 million in 2014 increased $85.6 million, or 8.5%, from 2013 levels. Excluding $37.0 million of acquisition-related sales and $0.5 million of unfavorable foreign currency translation, organic sales increased $49.1 million or 4.9%. The organic sales increase primarily reflects higher sales to original equipment manufacturer (“OEM”) dealership service and repair shops (“OEM dealerships”), as well as increased sales to independent repair shop owners and managers, including higher sales of diagnostic and repair information products and increased sales of undercar equipment. Operating earnings of $251.2 million in 2014 increased $19.3 million, or 8.3%, from 2013 levels, primarily due to higher sales, including acquisition-related sales, and savings from RCI initiatives.

The Repair Systems & Information Group intends to focus on the following strategic priorities in 2015:

 

   

Expanding the product offering with new products and services, thereby providing more to sell to repair shop owners and managers;

   

Continuing software and hardware upgrades;

   

Leveraging integration of software solutions;

   

Continuing productivity advancements through RCI initiatives and leveraging of resources; and

   

Increasing penetration in geographic markets, including emerging markets.

Financial Services revenue was $214.9 million in 2014 and $181.0 million in 2013; originations of $888.6 million in 2014 increased $110.9 million, or 14.3%, from 2013 levels. In recent years, Snap-on has steadily grown its financial services portfolio by providing financing for new finance and contract receivables originated by both SOC and the company’s international finance subsidiaries. In 2014, operating earnings from financial services of $149.1 million increased $23.4 million, or 18.6%, from $125.7 million last year.

 

 

 

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

 

 

 

Financial Services intends to focus on the following strategic priorities in 2015:

 

   

Delivering financial products and services that attract and sustain profitable franchisees and support Snap-on’s 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

   

Maintaining healthy portfolio performance levels.

Cash Flows

Net cash provided by operating activities of $397.9 million in 2014 compared to $392.6 million in 2013. The $5.3 million increase in net cash provided by operating activities primarily reflects higher 2014 net earnings, partially offset by net changes in operating assets and liabilities, which included $9.5 million of higher cash contributions to the company’s pension plans. Snap-on made cash contributions to its pension plans totaling $44.8 million, $35.3 million and $87.5 million in 2014, 2013 and 2012, respectively. Net cash provided by operating activities in 2012 was $329.3 million.

Net cash used by investing activities of $273.2 million in 2014 included additions to, and collections of, finance receivables of $746.2 million and $591.4 million, respectively, as well as a $41.3 million use of cash for the May 2014 acquisition of Pro-Cut. Net cash used by investing activities of $250.4 million in 2013 included additions to, and collections of, finance receivables of $651.3 million and $508.8 million, respectively, as well as a $38.2 million use of cash for the May 2013 acquisition of Challenger. Net cash used by investing activities of $173.1 million in 2012 included additions to, and collections of, finance receivables of $569.6 million and $445.5 million, respectively, as well as $27.0 million of proceeds from the sale of a non-strategic equity investment at book value (i.e., no gain or loss on sale). Capital expenditures in 2014 of $80.6 million reflect continued spending to support the company’s execution of its strategic growth initiatives and Value Creation Processes, including continued investments focused on safety, quality, customer connection, innovation and RCI.

Net cash used by financing activities of $206.9 million in 2014 included the March 2014 repayment of $100.0 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 short-term borrowings and $33.0 million of proceeds from stock purchase and option plan exercises. Net cash used by financing activities of $137.8 million in 2013 included $92.0 million for dividend payments to shareholders and $82.6 million for the repurchase of 926,000 shares of Snap-on’s common stock, partially offset by $29.2 million of proceeds from stock purchase and option plan exercises. Net cash used by financing activities of $127.0 million in 2012 included $81.5 million for dividend payments to shareholders and $78.1 million for the repurchase of 1,180,000 shares of Snap-on’s common stock, partially offset by $46.8 million of proceeds from stock purchase and option plan exercises.

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 2014” or “2014” refer to the fiscal year ended January 3, 2015; references to “fiscal 2013” or “2013” refer to the fiscal year ended December 28, 2013; and references to “fiscal 2012” or “2012” refer to the fiscal year ended December 29, 2012. References in this document to 2014, 2013 and 2012 year end refer to January 3, 2015, December 28, 2013, and December 29, 2012, respectively.

 

 

 

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Results of Operations

2014 vs. 2013

Results of operations for 2014 and 2013 are as follows:

 

(Amounts in millions)   2014     2013     Change  

Net sales

      $ 3,277.7                100.0%              $ 3,056.5                100.0%              $ 221.2             7.2%       

Cost of goods sold

      (1,693.4)           -51.7%              (1,583.6)           -51.8%              (109.8)               -6.9%       
 

 

 

     

 

 

     

 

 

   

Gross profit

    1,584.3            48.3%            1,472.9            48.2%            111.4             7.6%       

Operating expenses

    (1,048.7)           -32.0%            (1,012.4)           -33.1%            (36.3)               -3.6%       
 

 

 

     

 

 

     

 

 

   

Operating earnings before financial services

    535.6            16.3%            460.5            15.1%            75.1             16.3%       

Financial services revenue

    214.9           100.0%            181.0            100.0%            33.9             18.7%       

Financial services expenses

    (65.8)           -30.6%            (55.3)           -30.6%            (10.5)                -19.0%       
 

 

 

     

 

 

     

 

 

   

Operating earnings from financial services

    149.1            69.4%            125.7            69.4%            23.4             18.6%       
 

 

 

     

 

 

     

 

 

   

Operating earnings

    684.7           19.6%            586.2            18.1%            98.5             16.8%       

Interest expense

    (52.9)           -1.5%            (56.1)           -1.7%            3.2             5.7%       

Other income (expense) – net

    (0.9)           –                   (3.9)           -0.1%            3.0             76.9%       
 

 

 

     

 

 

     

 

 

   

Earnings before income taxes and equity earnings

    630.9            18.1%            526.2            16.3%            104.7             19.9%       

Income tax expense

    (199.5)           -5.7%            (166.7)           -5.2%            (32.8)                -19.7%       
 

 

 

     

 

 

     

 

 

   

Earnings before equity earnings

    431.4            12.4%            359.5            11.1%            71.9             20.0%       

Equity earnings, net of tax

    0.7            –                   0.2            –                   0.5             NM        
 

 

 

     

 

 

     

 

 

   

Net earnings

    432.1            12.4%            359.7            11.1%            72.4             20.1%       

Net earnings attributable to noncontrolling interests

    (10.2)           -0.3%            (9.4)           -0.3%            (0.8)               -8.5%       
 

 

 

     

 

 

     

 

 

   

Net earnings attributable to Snap-on Inc.

      $ 421.9            12.1%              $ 350.3            10.8%              $ 71.6            20.4%       
 

 

 

     

 

 

     

 

 

   

 

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 2014 fiscal year contained 53 weeks of operating results, with the extra week occurring in the fourth quarter. Snap-on’s 2013 fiscal year contained 52 weeks of operating results. The impact of the additional week of operations in fiscal 2014 was not material to Snap-on’s full year or fourth quarter 2014 net sales or net earnings.

Net sales of $3,277.7 million in 2014 increased $221.2 million, or 7.2%, from 2013 levels, including $37.0 million of acquisition-related sales and an unfavorable $25.3 million impact from foreign currency translation. Organic sales (excluding acquisition-related sales and foreign currency translation impacts) in 2014 increased $209.5 million, or 6.9%, from 2013 levels. Snap-on has significant international operations and is subject to risks inherent with foreign operations, including foreign currency translation fluctuations.

Gross profit of $1,584.3 million in 2014 increased $111.4 million from $1,472.9 million last year. Gross margin (gross profit as a percentage of net sales) of 48.3% in 2014 increased 10 basis points (100 basis points (“bps”) equals 1.0 percent) from 48.2% last year primarily due to benefits from higher sales and savings from RCI initiatives, partially offset by increased restructuring and other costs. Restructuring costs included in gross profit were $5.7 million and $4.4 million in 2014 and 2013, respectively.

 

 

 

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

 

 

 

Operating expenses of $1,048.7 million in 2014 increased $36.3 million from $1,012.4 million last year primarily due to higher volume-related and other expenses. The operating expense margin (operating expenses as a percentage of net sales) of 32.0% in 2014 improved 110 bps from 33.1% last year primarily due to sales volume leverage. Restructuring costs included in operating expenses were $0.8 million and $1.9 million in 2014 and 2013, respectively.

Operating earnings before financial services of $535.6 million in 2014, including $11.3 million of unfavorable foreign currency effects, increased $75.1 million, or 16.3%, as compared to $460.5 million last year. As a percentage of net sales, operating earnings before financial services of 16.3% in 2014 improved 120 bps from 15.1% in 2013.

Financial services operating earnings of $149.1 million on revenue of $214.9 million in 2014 compared to operating earnings of $125.7 million on revenue of $181.0 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 $684.7 million in 2014, including $11.5 million of unfavorable foreign currency effects, increased $98.5 million, or 16.8%, from $586.2 million last year. As a percentage of revenues (net sales plus financial services revenue), operating earnings of 19.6% in 2014 improved 150 bps from 18.1% last year.

Interest expense of $52.9 million in 2014 decreased $3.2 million from $56.1 million last year primarily due to lower average debt levels as a result of the March 2014 repayment of $100.0 million of unsecured notes at maturity. 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 $0.9 million and $3.9 million in 2014 and 2013, respectively. Other income (expense) – net primarily 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 32.1% in 2014 and 32.3% in 2013. See Note 8 to the Consolidated Financial Statements for information on income taxes.

On May 28, 2014, Snap-on acquired substantially all of the assets of 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. For segment reporting purposes, the results of operations and assets of Pro-Cut have been included in the Repair Systems & Information Group since the date of acquisition. Pro forma financial information has not been presented as the net effects of the Pro-Cut acquisition were neither significant nor material to Snap-on’s results of operations or financial position.

On May 13, 2013, Snap-on acquired Challenger for a cash purchase price of $38.2 million. Challenger designs, manufactures and distributes a comprehensive line of vehicle lifts and accessories to a diverse customer base in the automotive repair sector. The acquisition of the Challenger vehicle lift 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. For segment reporting purposes, the results of operations and assets of Challenger have been included in the Repair Systems & Information Group since the date of acquisition. Pro forma financial information has not been presented as the net effects of the Challenger acquisition were neither significant nor material to Snap-on’s results of operations or financial position.

Net earnings attributable to Snap-on in 2014 of $421.9 million, or $7.14 per diluted share, increased $71.6 million, or $1.21 per diluted share, from 2013 levels. Net earnings attributable to Snap-on in 2013 were $350.3 million or $5.93 per diluted share.

Exit and Disposal Activities

Snap-on recorded costs for exit and disposal activities of $6.5 million and $6.4 million in 2014 and 2013, respectively. See Note 7 to the Consolidated Financial Statements for information on Snap-on’s exit and disposal activities.

 

 

 

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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, 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.

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)    2014      2013      Change  

External net sales

       $   952.1             81.0%               $   903.0             82.8%               $   49.1             5.4%       

Intersegment net sales

     222.7             19.0%             188.0             17.2%             34.7             18.5%       
  

 

 

       

 

 

       

 

 

    

Segment net sales

     1,174.8             100.0%             1,091.0             100.0%             83.8             7.7%       

Cost of goods sold

     (725.1)            -61.7%             (671.5)            -61.5%             (53.6)            -8.0%       
  

 

 

       

 

 

       

 

 

    

Gross profit

     449.7             38.3%             419.5             38.5%             30.2             7.2%       

Operating expenses

     (291.1)            -24.8%             (282.2)            -25.9%             (8.9)            -3.2%       
  

 

 

       

 

 

       

 

 

    

Segment operating earnings

       $ 158.6             13.5%               $   137.3             12.6%               $ 21.3             15.5%       
  

 

 

       

 

 

       

 

 

    

Segment net sales of $1,174.8 million in 2014 increased $83.8 million, or 7.7%, from 2013 levels; excluding $18.2 million of unfavorable foreign currency translation, organic sales increased $102.0 million or 9.5%. The organic sales increase primarily reflects a double-digit gain in sales to customers in critical industries and a mid single-digit sales increase in the segment’s European-based hand tools business.

Segment gross profit of $449.7 million in 2014 increased $30.2 million from 2013 levels. Gross margin of 38.3% in 2014 decreased 20 bps from 38.5% last year as benefits from increased sales, savings from RCI initiatives and lower restructuring costs were more than offset by higher expenses, including $10.9 million of unfavorable foreign currency effects. Restructuring costs included in gross profit were $1.0 million and $2.5 million in 2014 and 2013, respectively.

Segment operating expenses of $291.1 million in 2014 increased $8.9 million from 2013 levels primarily due to higher volume-related and other expenses. The operating expense margin of 24.8% in 2014 improved 110 bps from 25.9% last year primarily due to sales volume leverage. Restructuring costs included in operating expenses were $0.4 million in both years.

As a result of these factors, segment operating earnings of $158.6 million in 2014, including $6.3 million of unfavorable foreign currency effects, increased $21.3 million from 2013 levels. Operating margin (segment operating earnings as a percentage of segment net sales) for the Commercial & Industrial Group of 13.5% in 2014 improved 90 bps from 12.6% last year.

 

 

 

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

 

 

 

Snap-on Tools Group

 

(Amounts in millions)    2014      2013      Change  

Segment net sales

       $   1,455.2             100.0%               $   1,358.4             100.0%               $ 96.8             7.1%       

Cost of goods sold

     (824.9)            -56.7%             (772.6)            -56.9%             (52.3)            -6.8%       
  

 

 

       

 

 

       

 

 

    

Gross profit

     630.3             43.3%             585.8             43.1%             44.5             7.6%       

Operating expenses

     (407.2)            -28.0%             (391.2)            -28.8%             (16.0)            -4.1%       
  

 

 

       

 

 

       

 

 

    

Segment operating earnings

       $ 223.1             15.3%               $   194.6             14.3%               $ 28.5             14.6%       
  

 

 

       

 

 

       

 

 

    

Segment net sales of $1,455.2 million in 2014 increased $96.8 million, or 7.1%, from 2013 levels. Excluding $6.3 million of unfavorable foreign currency translation, organic sales increased $103.1 million, or 7.6%, reflecting a high single-digit sales increase in the company’s U.S. franchise operations and a mid single-digit sales gain in the company’s international franchise operations.

Segment gross profit of $630.3 million in 2014 increased $44.5 million from 2013 levels. Gross margin of 43.3% in 2014 increased 20 bps from 43.1% last year primarily due to benefits from higher sales and savings from RCI initiatives, partially offset by $6.6 million of unfavorable foreign currency effects. Restructuring costs included in gross profit were zero and $0.2 million in 2014 and 2013, respectively.

Segment operating expenses of $407.2 million in 2014 increased $16.0 million from 2013 levels primarily due to higher volume-related and other expenses. The operating expense margin of 28.0% in 2014 improved 80 bps from 28.8% last year primarily due to sales volume leverage. Restructuring costs included in operating expenses were zero and $0.3 million in 2014 and 2013, respectively.

As a result of these factors, segment operating earnings of $223.1 million in 2014, including $5.0 million of unfavorable foreign currency effects, increased $28.5 million from 2013 levels. Operating margin for the Snap-on Tools Group of 15.3% in 2014 improved 100 bps from 14.3% last year.

Repair Systems & Information Group

 

(Amounts in millions)    2014      2013      Change  

External net sales

       $   870.4             79.5%               $   795.1             78.8%               $ 75.3             9.5%       

Intersegment net sales

     224.8             20.5%             214.5             21.2%             10.3             4.8%       
  

 

 

       

 

 

       

 

 

    

Segment net sales

     1,095.2             100.0%             1,009.6             100.0%             85.6             8.5%       

Cost of goods sold

     (590.9)            -54.0%             (542.0)            -53.7%             (48.9)            -9.0%       
  

 

 

       

 

 

       

 

 

    

Gross profit

     504.3             46.0%             467.6             46.3%             36.7             7.8%       

Operating expenses

     (253.1)            -23.1%             (235.7)            -23.3%             (17.4)            -7.4%       
  

 

 

       

 

 

       

 

 

    

Segment operating earnings

       $ 251.2             22.9%               $   231.9             23.0%               $ 19.3             8.3%       
  

 

 

       

 

 

       

 

 

    

Segment net sales of $1,095.2 million in 2014 increased $85.6 million, or 8.5%, from 2013 levels. Excluding $37.0 million of acquisition-related sales and $0.5 million of unfavorable foreign currency translation, organic sales in 2014 increased $49.1 million or 4.9%. The organic sales increase primarily reflects a high single-digit gain in sales to OEM dealerships, a mid single-digit gain in sales of diagnostic and repair information products to independent repair shop owners and managers, and a low single-digit increase in sales of undercar equipment.

Segment gross profit of $504.3 million in 2014 increased $36.7 million from 2013 levels. Gross margin of 46.0% in 2014 decreased 30 bps from 46.3% last year primarily due to a shift in sales that included higher volumes of lower gross margin products, including increased essential tool and facilitation sales to OEM dealerships, and $3.0 million of higher restructuring costs. These decreases in gross margin were partially offset by savings from RCI initiatives. Restructuring costs included in gross profit were $4.7 million and $1.7 million in 2014 and 2013, respectively.

 

 

 

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Segment operating expenses of $253.1 million in 2014 increased $17.4 million from 2013 levels primarily due to higher volume-related and other expenses, partially offset by savings from RCI initiatives and lower restructuring costs. The operating expense margin of 23.1% in 2014 improved 20 bps from 23.3% last year primarily due to sales volume leverage. Restructuring costs included in operating expenses were $0.4 million and $1.2 million in 2014 and 2013, respectively.

As a result of these factors, segment operating earnings of $251.2 million in 2014 increased $19.3 million from 2013 levels. Operating margin for the Repair Systems & Information Group of 22.9% in 2014 decreased 10 bps from 23.0% last year.

Financial Services

 

(Amounts in millions)    2014      2013      Change  

Financial services revenue

       $   214.9             100.0%               $   181.0             100.0%               $   33.9             18.7%       

Financial services expenses

     (65.8)            -30.6%             (55.3)            -30.6%             (10.5)            -19.0%       
  

 

 

       

 

 

       

 

 

    

Segment operating earnings

       $ 149.1             69.4%               $   125.7             69.4%               $ 23.4             18.6%       
  

 

 

       

 

 

       

 

 

    

Financial services operating earnings of $149.1 million on revenue of $214.9 million in 2014 compared to operating earnings of $125.7 million on revenue of $181.0 million last year. The $33.9 million increase in financial services revenue primarily reflects $30.6 million of higher revenue as a result of continued growth of the company’s financial services portfolio and $1.8 million of increased revenue from higher average yields. In 2014 and 2013, the average yield on finance receivables was 17.6% and 17.4%, respectively, and the average yield on contract receivables was 9.5% in both years. Originations of $888.6 million in 2014 increased $110.9 million, or 14.3%, from 2013 levels.

Financial services expenses primarily include personnel-related and other general and administrative costs, as well as provisions for doubtful accounts. These expenses are generally more dependent on changes in the size of the financial services portfolio than they are on the revenue of the segment. Financial services expenses of $65.8 million in 2014 compared to $55.3 million in 2013. As a percentage of the average financial services portfolio, financial services expenses were 5.1% and 4.7% in 2014 and 2013, respectively.

See Note 1 to the Consolidated Financial Statements for further information on financial services.

Corporate

Snap-on’s general corporate expenses of $97.3 million in 2014 decreased $6.0 million from $103.3 million last year primarily due to lower pension expense partially offset by higher performance-based compensation and other expenses.

 

 

 

   2014 ANNUAL REPORT    33


Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

 

 

 

Fourth Quarter

Results of operations for the fourth quarters of 2014 and 2013 are as follows:

 

     Fourth Quarter         
(Amounts in millions)    2014      2013      Change  

Net sales

       $   857.4             100.0%               $ 797.5             100.0%               $     59.9             7.5%       

Cost of goods sold

        (446.1)            -52.0%               (419.0)            -52.5%             (27.1)            -6.5%       
  

 

 

       

 

 

       

 

 

    

Gross profit

     411.3             48.0%             378.5             47.5%             32.8             8.7%       

Operating expenses

     (266.1)            -31.1%             (254.9)            -32.0%             (11.2)            -4.4%       
  

 

 

       

 

 

       

 

 

    

Operating earnings before financial services

     145.2             16.9%             123.6             15.5%             21.6             17.5%       

Financial services revenue

     59.4             100.0%             47.4             100.0%             12.0             25.3%       

Financial services expenses

     (17.2)            -29.0%             (14.4)            -30.4%             (2.8)            -19.4%       
  

 

 

       

 

 

       

 

 

    

Operating earnings from financial services

     42.2             71.0%             33.0             69.6%             9.2             27.9%       
  

 

 

       

 

 

       

 

 

    

Operating earnings

     187.4             20.4%             156.6             18.5%             30.8             19.7%       

Interest expense

     (13.8)            -1.5%             (14.3)            -1.7%             0.5             3.5%       

Other income (expense) – net

     (0.2)            –                   (0.8)            -0.1%             0.6             NM        
  

 

 

       

 

 

       

 

 

    

Earnings before income taxes and equity earnings

     173.4             18.9%             141.5             16.7%             31.9             22.5%       

Income tax expense

     (54.9)            -5.9%             (44.6)            -5.2%             (10.3)            -23.1%       
  

 

 

       

 

 

       

 

 

    

Earnings before equity earnings

     118.5             13.0%             96.9             11.5%             21.6             22.3%       

Equity earnings, net of tax

     0.2             –                   –                –                   0.2             NM        
  

 

 

       

 

 

       

 

 

    

Net earnings

     118.7             13.0%             96.9             11.5%             21.8             22.5%       

Net earnings attributable to noncontrolling interests

     (2.5)            -0.3%             (2.4)            -0.3%             (0.1)            -4.2%       
  

 

 

       

 

 

       

 

 

    

Net earnings attributable to Snap-on Inc.

       $ 116.2             12.7%               $ 94.5             11.2%               $ 21.7             23.0%       
  

 

 

       

 

 

       

 

 

    

 

NM: Not meaningful

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

Snap-on’s 2014 fiscal year contained 53 weeks of operating results, with the extra week occurring in the fourth quarter; Snap-on’s 2013 fiscal year contained 52 weeks of operating results. The impact of the additional week of operations in 2014 was not material to Snap-on’s fourth quarter net sales or net earnings.

Net sales of $857.4 million in the fourth quarter of 2014 increased $59.9 million, or 7.5%, from 2013 levels, including $21.5 million of unfavorable foreign currency translation and $5.7 million of acquisition-related sales. Organic sales in the fourth quarter of 2014 increased $75.7 million, or 9.8%, from 2013 levels. Snap-on has significant international operations and is subject to risks inherent with foreign operations, including foreign currency translation fluctuations.

Gross profit of $411.3 million in the fourth quarter of 2014 increased $32.8 million from $378.5 million last year. Gross margin of 48.0% in the quarter increased 50 bps from 47.5% last year primarily due to savings from RCI initiatives and benefits from higher sales, partially offset by increased restructuring and other costs. Restructuring costs included in gross profit were $1.0 million and zero in the fourth quarters of 2014 and 2013, respectively.

 

 

 

34    SNAP-ON INCORPORATED   


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Operating expenses of $266.1 million in the fourth quarter of 2014 increased $11.2 million from $254.9 million last year primarily due to higher volume-related and other expenses. The operating expense margin of 31.1% in the quarter improved 90 bps from 32.0% last year primarily due to sales volume leverage. Restructuring costs included in operating expenses were $0.1 million and zero in the fourth quarters of 2014 and 2013, respectively.

Operating earnings before financial services of $145.2 million in the fourth quarter of 2014, including $1.9 million of unfavorable foreign currency effects, increased $21.6 million, or 17.5%, as compared to $123.6 million last year. As a percentage of net sales, operating earnings before financial services of 16.9% in the quarter improved 140 bps from 15.5% last year.

Financial services operating earnings of $42.2 million on revenue of $59.4 million in the fourth quarter of 2014 compared to operating earnings of $33.0 million on revenue of $47.4 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 $187.4 million in the fourth quarter of 2014, including $2.1 million of unfavorable foreign currency effects, increased $30.8 million, or 19.7%, from $156.6 million last year. As a percentage of revenues, operating earnings of 20.4% in the quarter improved 190 bps from 18.5% last year.

Interest expense of $13.8 million in 2014 decreased $0.5 million from $14.3 million last year primarily due to lower average debt levels as a result of the March 2014 repayment of $100.0 million of unsecured notes at maturity. 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 $0.2 million and $0.8 million in the fourth quarters of 2014 and 2013, 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 32.1% in both the fourth quarters of 2014 and 2013. See Note 8 to the Consolidated Financial Statements for information on income taxes.

Net earnings attributable to Snap-on in the fourth quarter of 2014 of $116.2 million, or $1.97 per diluted share, increased $21.7 million, or $0.37 per diluted share, from 2013 levels. Net earnings attributable to Snap-on in the fourth quarter of 2013 were $94.5 million or $1.60 per diluted share.

Segment Results

Commercial & Industrial Group

 

     Fourth Quarter         
(Amounts in millions)    2014      2013      Change  

External net sales

       $   237.9             79.8%               $   231.6             81.8%               $   6.3             2.7%       

Intersegment net sales

     60.3             20.2%             51.6             18.2%             8.7             16.9%       
  

 

 

       

 

 

       

 

 

    

Segment net sales

     298.2             100.0%             283.2             100.0%             15.0             5.3%       

Cost of goods sold

     (184.8)            -62.0%             (172.9)            -61.1%             (11.9)            -6.9%       
  

 

 

       

 

 

       

 

 

    

Gross profit

     113.4             38.0%             110.3             38.9%             3.1             2.8%       

Operating expenses

     (72.9)            -24.4%             (73.2)            -25.8%             0.3             0.4%       
  

 

 

       

 

 

       

 

 

    

Segment operating earnings

       $ 40.5             13.6%               $ 37.1             13.1%               $ 3.4             9.2%       
  

 

 

       

 

 

       

 

 

    

Segment net sales of $298.2 million in the fourth quarter of 2014 increased $15.0 million, or 5.3%, from 2013 levels; excluding $11.9 million of unfavorable foreign currency translation, organic sales increased $26.9 million or 9.9%. The organic sales increase primarily reflects double-digit gains in sales to customers in critical industries and in the company’s Asia/Pacific operations, as well as a mid single-digit sales increase in the segment’s European-based hand tools business.

 

 

 

   2014 ANNUAL REPORT    35


Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

 

 

 

Segment gross profit of $113.4 million in the fourth quarter of 2014 increased $3.1 million from 2013 levels, including $3.7 million of unfavorable foreign currency effects. Gross margin of 38.0% in the quarter decreased 90 bps from 38.9% last year primarily due to a shift to lower gross margin sales, which included higher sales to the military and increased sales in the company’s Asia/Pacific operations, partially offset by savings from RCI initiatives. Restructuring costs included in gross profit were $0.5 million and zero in the fourth quarters of 2014 and 2013, respectively.

Segment operating expenses of $72.9 million in the fourth quarter of 2014 decreased $0.3 million from 2013 levels. The operating expense margin of 24.4% in the quarter improved 140 bps from 25.8% last year primarily due to sales volume leverage, including benefits from the sales shift noted above.

As a result of these factors, segment operating earnings of $40.5 million in the fourth quarter of 2014, including $0.5 million of unfavorable foreign currency effects, increased $3.4 million from 2013 levels. Operating margin for the Commercial & Industrial Group of 13.6% in the fourth quarter of 2014 improved 50 bps from 13.1% last year.

Snap-on Tools Group

 

     Fourth Quarter         
(Amounts in millions)    2014      2013      Change  

Segment net sales

       $     387.5             100.0%               $   351.1             100.0%               $     36.4             10.4%       

Cost of goods sold

     (221.1)            -57.1%               (204.9)            -58.4%             (16.2)            -7.9%       
  

 

 

       

 

 

       

 

 

    

Gross profit

     166.4             42.9%             146.2             41.6%             20.2             13.8%       

Operating expenses

     (102.5)            -26.4%             (95.2)            -27.1%             (7.3)            -7.7%       
  

 

 

       

 

 

       

 

 

    

Segment operating earnings

       $ 63.9             16.5%               $ 51.0             14.5%               $ 12.9             25.3%       
  

 

 

       

 

 

       

 

 

    

Segment net sales of $387.5 million in the fourth quarter of 2014 increased $36.4 million, or 10.4%, from 2013 levels. Excluding $4.5 million of unfavorable foreign currency translation, organic sales increased $40.9 million, or 11.8%, reflecting a double-digit sales increase in the company’s U.S. franchise operations and a high single-digit sales gain in the company’s international franchise operations.

Segment gross profit of $166.4 million in the fourth quarter of 2014 increased $20.2 million from 2013 levels, including $1.6 million of unfavorable foreign currency effects. Gross margin of 42.9% in the quarter increased 130 bps from 41.6% last year primarily due to benefits from higher sales and savings from RCI initiatives.

Segment operating expenses of $102.5 million in the fourth quarter of 2014 increased $7.3 million from 2013 levels primarily due to higher volume-related and other expenses. The operating expense margin of 26.4% in the quarter improved 70 bps from 27.1% last year primarily due to sales volume leverage.

As a result of these factors, segment operating earnings of $63.9 million in the fourth quarter of 2014, including $0.5 million of unfavorable foreign currency effects, increased $12.9 million from 2013 levels. Operating margin for the Snap-on Tools Group of 16.5% in the fourth quarter of 2014 improved 200 bps from 14.5% last year.

Repair Systems & Information Group

 

     Fourth Quarter         
(Amounts in millions)    2014      2013      Change  

External net sales

       $   232.0             82.0%               $   214.8             81.2%               $   17.2             8.0%       

Intersegment net sales

     50.8             18.0%             49.8             18.8%             1.0             2.0%       
  

 

 

       

 

 

       

 

 

    

Segment net sales

     282.8             100.0%             264.6             100.0%             18.2             6.9%       

Cost of goods sold

     (151.3)            -53.5%             (142.6)            -53.9%             (8.7)            -6.1%       
  

 

 

       

 

 

       

 

 

    

Gross profit

     131.5             46.5%             122.0             46.1%             9.5             7.8%       

Operating expenses

     (66.3)            -23.4%             (61.2)            -23.1%             (5.1)            -8.3%       
  

 

 

       

 

 

       

 

 

    

Segment operating earnings

       $ 65.2             23.1%               $ 60.8             23.0%               $ 4.4             7.2%       
  

 

 

       

 

 

       

 

 

    

 

 

 

36    SNAP-ON INCORPORATED   


Table of Contents

 

 

 

Segment net sales of $282.8 million in the fourth quarter of 2014 increased $18.2 million, or 6.9%, from 2013 levels. Excluding $5.7 million of acquisition-related sales and $5.5 million of unfavorable foreign currency translation, organic sales increased $18.0 million or 6.9%. The organic sales increase primarily reflects high single-digit gains in both sales of undercar equipment and sales to OEM dealerships, as well as a mid single-digit gain in sales of diagnostic and repair information products to independent repair shop owners and managers.

Segment gross profit of $131.5 million in the fourth quarter of 2014 increased $9.5 million from 2013 levels. Gross margin of 46.5% in the quarter increased 40 bps from 46.1% last year, as savings from RCI and other cost reduction initiatives 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 $0.5 million and zero in the fourth quarters of 2014 and 2013, respectively.

Segment operating expenses of $66.3 million in the fourth quarter of 2014 increased $5.1 million from 2013 levels primarily due to higher volume-related and other expenses, including operating expenses for Pro-Cut, partially offset by savings from RCI initiatives. The operating expense margin of 23.4% in the quarter increased 30 bps from 23.1% last year primarily due to the operating expenses of Pro-Cut. Restructuring costs included in operating expenses were $0.1 million and zero in the fourth quarters of 2014 and 2013, respectively.

As a result of these factors, segment operating earnings of $65.2 million in the fourth quarter of 2014, including $0.9 million of unfavorable foreign currency effects, increased $4.4 million from 2013 levels. Operating margin for the Repair Systems & Information Group of 23.1% in the fourth quarter of 2014 improved 10 bps from 23.0% last year.

Financial Services

 

     Fourth Quarter         
(Amounts in millions)    2014      2013      Change  

Financial services revenue

       $     59.4             100.0%               $     47.4             100.0%               $     12.0             25.3%       

Financial services expenses

     (17.2)            -29.0%             (14.4)            -30.4%             (2.8)            -19.4%       
  

 

 

       

 

 

       

 

 

    

Segment operating earnings

       $ 42.2             71.0%               $ 33.0             69.6%               $ 9.2             27.9%       
  

 

 

       

 

 

       

 

 

    

Financial services operating earnings of $42.2 million on revenue of $59.4 million in the fourth quarter of 2014, which included an additional week of operations in fiscal 2014, compared to operating earnings of $33.0 million on revenue of $47.4 million last year. The $12.0 million increase in financial services revenue primarily reflects $10.4 million of higher revenue as a result of continued growth of the company’s financial services portfolio and $1.2 million from higher average yields. In the fourth quarters of 2014 and 2013, the average yield on finance receivables was 17.6% and 17.4%, respectively, and the average yield on contract receivables was 9.5% in both periods. Originations of $232.2 million in the fourth quarter of 2014 increased $34.6 million, or 17.5%, from 2013 levels.

Financial services expenses primarily include personnel-related and other general and administrative costs, as well as provisions for doubtful accounts. These expenses are generally more dependent on changes in the size of the financial services portfolio than they are on the revenue of the segment. Financial services expenses of $17.2 million in the fourth quarter of 2014 compared to financial services expenses of $14.4 million in 2013. As a percentage of the average financial services portfolio, financial services expenses were 1.3% and 1.2% in the fourth quarters of 2014 and 2013, respectively.

See Note 1 to the Consolidated Financial Statements for further information on financial services.

Corporate

Snap-on’s fourth quarter 2014 general corporate expenses of $24.4 million decreased $0.9 million from $25.3 million last year primarily due to lower pension expense partially offset by higher performance-based compensation and other expenses.

 

 

 

   2014 ANNUAL REPORT    37


Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

 

 

 

2013 vs. 2012

Results of operations for 2013 and 2012 are as follows:

 

(Amounts in millions)    2013      2012      Change  

Net sales

       $     3,056.5             100.0%               $     2,937.9             100.0%               $     118.6             4.0%       

Cost of goods sold

     (1,583.6)            -51.8%             (1,547.9)            -52.7%             (35.7)            -2.3%       
  

 

 

       

 

 

       

 

 

    

Gross profit

     1,472.9             48.2%             1,390.0             47.3%             82.9             6.0%       

Operating expenses

     (1,012.4)            -33.1%             (980.3)            -33.4%             (32.1)            -3.3%       
  

 

 

       

 

 

       

 

 

    

Operating earnings before financial services

     460.5             15.1%             409.7             13.9%             50.8             12.4%       

Financial services revenue

     181.0             100.0%             161.3             100.0%             19.7             12.2%       

Financial services expenses

     (55.3)            -30.6%             (54.6)            -33.8%             (0.7)            -1.3%       
  

 

 

       

 

 

       

 

 

    

Operating earnings from financial services

     125.7             69.4%             106.7             66.2%             19.0             17.8%       
  

 

 

       

 

 

       

 

 

    

Operating earnings

     586.2             18.1%             516.4             16.7%             69.8             13.5%       

Interest expense

     (56.1)            -1.7%             (55.8)            -1.8%             (0.3)            -0.5%       

Other income (expense) – net

     (3.9)            -0.1%             (0.4)            –                   (3.5)            NM        
  

 

 

       

 

 

       

 

 

    

Earnings before income taxes and equity earnings

     526.2             16.3%             460.2             14.9%             66.0             14.3%       

Income tax expense

     (166.7)            -5.2%             (148.2)            -4.8%             (18.5)            -12.5%       
  

 

 

       

 

 

       

 

 

    

Earnings before equity earnings

     359.5             11.1%             312.0             10.1%             47.5             15.2%       

Equity earnings, net of tax

     0.2             –                   2.6             0.1%             (2.4)            -92.3%       
  

 

 

       

 

 

       

 

 

    

Net earnings

     359.7             11.1%             314.6             10.2%             45.1             14.3%       

Net earnings attributable to noncontrolling interests

     (9.4)            -0.3%             (8.5)            -0.3%             (0.9)            -10.6%       
  

 

 

       

 

 

       

 

 

    

Net earnings attributable to Snap-on Inc.

       $ 350.3             10.8%               $ 306.1             9.9%               $ 44.2             14.4%       
  

 

 

       

 

 

       

 

 

    

 

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 $3,056.5 million in 2013 increased $118.6 million, or 4.0%, from 2012 levels, including $39.3 million of sales from the May 2013 acquisition of Challenger and an unfavorable $21.6 million impact from foreign currency translation. Organic sales in 2013 increased $100.9 million, or 3.5%, from 2012 levels. Snap-on has significant international operations and is subject to risks inherent with foreign operations, including foreign currency translation fluctuations.

Gross profit of $1,472.9 million in 2013 increased $82.9 million as compared to $1,390.0 million in 2012, and gross margin of 48.2% in 2013 improved 90 bps from 47.3% in 2012. The year-over-year improvement in gross margin primarily reflected benefits from ongoing RCI initiatives and a $6.5 million decrease in restructuring costs. Gross profit in 2013 reflected $4.4 million of restructuring costs; gross profit in 2012 reflected $10.9 million of restructuring costs, including $6.8 million for the settlement of a pension plan following the 2011 closure of the company’s former Newmarket, Canada, facility.

Operating expenses of $1,012.4 million in 2013 increased $32.1 million as compared to $980.3 million in 2012. The operating expense margin of 33.1% in 2013 improved 30 bps from 33.4% in 2012 primarily due to benefits from sales volume leverage, savings from ongoing RCI initiatives and a $3.7 million decrease in restructuring costs. Restructuring costs included in operating expenses were $1.9 million and $5.6 million in 2013 and 2012, respectively.

 

 

 

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Operating earnings before financial services of $460.5 million in 2013 increased $50.8 million, or 12.4%, as compared to $409.7 million in 2012. As a percentage of net sales, operating earnings before financial services of 15.1% improved 120 bps from 13.9% in 2012.

Financial services operating earnings of $125.7 million on revenue of $181.0 million in 2013 compared to operating earnings of $106.7 million on revenue of $161.3 million in 2012. The year-over-year increases in both revenue and operating earnings primarily reflected the growth in the company’s financial services portfolio.

Operating earnings of $586.2 million in 2013, including $14.2 million of unfavorable foreign currency effects, increased $69.8 million, or 13.5%, as compared to operating earnings of $516.4 million in 2012. As a percentage of revenues, operating earnings of 18.1% in 2013 improved 140 bps from 16.7% in 2012.

Interest expense of $56.1 million in 2013 increased $0.3 million from $55.8 million in 2012. 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 $3.9 million and $0.4 million in 2013 and 2012, 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 32.3% in 2013 and 32.8% in 2012. See Note 8 to the Consolidated Financial Statements for information on income taxes.

Net earnings attributable to Snap-on in 2013 of $350.3 million, or $5.93 per diluted share, increased $44.2 million, or $0.73 per diluted share, from 2012 levels. Net earnings attributable to Snap-on in 2012 were $306.1 million or $5.20 per diluted share.

Exit and Disposal Activities

Snap-on recorded costs for exit and disposal activities of $6.4 million and $16.5 million in 2013 and 2012, respectively. 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)    2013      2012      Change  

External net sales

       $   903.0             82.8%               $ 940.6             83.5%               $   (37.6)            -4.0%       

Intersegment net sales

     188.0             17.2%             185.3             16.5%             2.7             1.5%       
  

 

 

       

 

 

       

 

 

    

Segment net sales

     1,091.0             100.0%             1,125.9             100.0%             (34.9)            -3.1%       

Cost of goods sold

     (671.5)            -61.5%             (710.9)            -63.1%             39.4             5.5%       
  

 

 

       

 

 

       

 

 

    

Gross profit

     419.5             38.5%             415.0             36.9%             4.5             1.1%       

Operating expenses

     (282.2)            -25.9%             (287.7)            -25.6%             5.5             1.9%       
  

 

 

       

 

 

       

 

 

    

Segment operating earnings

       $ 137.3             12.6%               $ 127.3             11.3%               $ 10.0             7.9%       
  

 

 

       

 

 

       

 

 

    

Segment net sales of $1,091.0 million in 2013 decreased $34.9 million, or 3.1%, from 2012 levels; excluding $9.8 million of unfavorable foreign currency translation, organic sales decreased $25.1 million or 2.2%. The lower year-over-year organic sales primarily reflected a double-digit decline in sales to the military and a low single-digit sales decline in the segment’s European-based hand tools business.

Segment gross profit of $419.5 million in 2013 increased $4.5 million from 2012 levels. Gross margin of 38.5% in 2013 improved 160 bps from 36.9% in 2012 primarily due to savings from ongoing RCI initiatives, particularly in Europe, and a $1.1 million decrease in restructuring costs. Restructuring costs included in gross profit were $2.5 million and $3.6 million in 2013 and 2012, respectively.

 

 

 

   2014 ANNUAL REPORT    39


Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

 

 

 

Segment operating expenses of $282.2 million in 2013 decreased $5.5 million from 2012 levels. The operating expense margin of 25.9% in 2013 increased 30 bps from 25.6% in 2012 primarily as a result of the lower sales, partially offset by a $4.9 million decrease in restructuring costs. Restructuring costs included in operating expenses were $0.4 million and $5.3 million in 2013 and 2012, respectively.

As a result of these factors, segment operating earnings of $137.3 million in 2013 increased $10.0 million, or 7.9%, from 2012 levels, including $8.8 million of unfavorable foreign currency effects. Operating margin for the Commercial & Industrial Group of 12.6% in 2013 increased 130 bps from 11.3% in 2012.

Snap-on Tools Group

 

(Amounts in millions)    2013      2012      Change  

Segment net sales

       $     1,358.4             100.0%               $     1,272.0             100.0%               $     86.4             6.8%       

Cost of goods sold

     (772.6)            -56.9%             (728.9)            -57.3%             (43.7)            -6.0%       
  

 

 

       

 

 

       

 

 

    

Gross profit

     585.5             43.1%             543.1             42.7%             42.7             7.9%       

Operating expenses

     (391.2)            -28.8%             (366.7)            -28.8%             (24.5)            -6.7%       
  

 

 

       

 

 

       

 

 

    

Segment operating earnings

       $ 194.6             14.3%               $ 176.4             13.9%               $ 18.2             10.3%       
  

 

 

       

 

 

       

 

 

    

Segment net sales of $1,358.4 million in 2013 increased $86.4 million, or 6.8%, from 2012 levels. Excluding $9.3 million of unfavorable foreign currency translation, organic sales increased $95.7 million, or 7.6%, reflecting similar increases in both the company’s U.S. and international franchise operations.

Segment gross profit of $585.8 million in 2013 increased $42.7 million from 2012 levels. Gross margin of 43.1% in 2013 increased 40 bps from 42.7% in 2012 primarily due to a $6.9 million decrease in restructuring costs. Gross profit in 2013 reflected $0.2 million of restructuring costs; gross profit in 2012 reflected $7.1 million of such costs, including $6.8 million for the settlement of the Newmarket pension plan.

Segment operating expenses of $391.2 million in 2013 increased $24.5 million from 2012 levels primarily due to higher volume-related and other expenses, including $2.6 million of increased stock-based and mark-to-market costs associated with the company’s franchisee stock purchase plan. Restructuring costs included in operating expenses were $0.3 million and $0.1 million in 2013 and 2012, respectively. The operating expense margin of 28.8% in 2013 was unchanged from 2012. See Note 13 to the Consolidated Financial Statements for information on the company’s franchisee stock purchase plan.

As a result of these factors, segment operating earnings of $194.6 million in 2013, including $2.7 million of unfavorable foreign currency effects, increased $18.2 million, or 10.3%, from 2012 levels. Operating margin for the Snap-on Tools Group of 14.3% in 2013 improved 40 bps from 13.9% in 2012.

Repair Systems & Information Group

 

(Amounts in millions)    2013      2012      Change  

External net sales

       $   795.1             78.8%               $   725.3             79.1%               $   69.8             9.6%       

Intersegment net sales

     214.5             21.2%             191.8             20.9%             22.7             11.8%       
  

 

 

       

 

 

       

 

 

    

Segment net sales

     1,009.6             100.0%             917.1             100.0%             92.5             10.1%       

Cost of goods sold

     (542.0)            -53.7%             (485.2)            -52.9%             (56.8)            -11.7%       
  

 

 

       

 

 

       

 

 

    

Gross profit

     467.6             46.3%             431.9             47.1%             35.7             8.3%       

Operating expenses

     (235.7)            -23.3%             (226.2)            -24.7%             (9.5)            -4.2%       
  

 

 

       

 

 

       

 

 

    

Segment operating earnings

       $ 231.9             23.0%               $ 205.7             22.4%               $ 26.2             12.7%       
  

 

 

       

 

 

       

 

 

    

 

 

 

40    SNAP-ON INCORPORATED   


Table of Contents

 

 

 

Segment net sales of $1,009.6 million in 2013 increased $92.5 million, or 10.1%, from 2012 levels. Excluding $39.3 million of sales from the May 2013 acquisition of Challenger and $0.9 million of unfavorable foreign currency translation, organic sales in 2013 increased $54.1 million or 5.9%. The organic sales increase primarily reflected a high single-digit gain in sales to OEM dealerships, a high single-digit gain in sales of diagnostic and repair information products to independent repair shop owners and managers, and a low single-digit increase in sales of undercar equipment.

Segment gross profit of $467.6 million in 2013 increased $35.7 million from 2012 levels. Gross margin of 46.3% in 2013 decreased 80 bps from 47.1% in 2012 primarily due to a shift in sales mix that included higher volumes of lower gross margin products, including sales of Challenger products. Restructuring costs included in gross profit were $1.7 million and $0.2 million in 2013 and 2012, respectively. These gross margin decreases were partially offset by continued savings from ongoing RCI initiatives.

Segment operating expenses of $235.7 million in 2013 increased $9.5 million from 2012 levels. The operating expense margin of 23.3% in 2013 improved 140 bps from 24.7% in 2012 primarily due to contributions from sales volume leverage, including the effects from the sales mix shift discussed above, and savings from ongoing RCI initiatives. Restructuring costs included in operating expenses were $1.2 million and $0.2 million in 2013 and 2012, respectively.

As a result of these factors, segment operating earnings of $231.9 million in 2013, including $2.2 million of unfavorable foreign currency effects, increased $26.2 million, or 12.7%, from 2012 levels. Operating margin for the Repair Systems & Information Group of 23.0% in 2013 increased 60 bps from 22.4% in 2012.

Financial Services

 

(Amounts in millions)    2013      2012      Change  

Financial services revenue

       $     181.0             100.0%               $     161.3             100.0%               $     19.7             12.2%       

Financial services expenses

     (55.3)            -30.6%             (54.6)            -33.8%             (0.7)            -1.3%       
  

 

 

       

 

 

       

 

 

    

Segment operating earnings

       $ 125.7             69.4%               $ 106.7             66.2%               $ 19.0             17.8%       
  

 

 

       

 

 

       

 

 

    

Financial services operating earnings of $125.7 million on revenue of $181.0 million in 2013 compared to operating earnings of $106.7 million on revenue of $161.3 million in 2012. The $19.7 million, or 12.2%, increase in financial services revenue primarily reflected $15.4 million of higher revenue as a result of continued growth of the company’s financial services portfolio and $3.2 million of increased revenue from higher average yields. In 2013 and 2012, the average yield on finance receivables was 17.4% and 17.2%, respectively, and the average yield on contract receivables was 9.5% in both years. Originations of $777.7 million in 2013 increased $100.6 million, or 14.9%, from 2012 levels.

Financial services expenses of $55.3 million and $54.6 million in 2013 and 2012, respectively, primarily included personnel-related and other general and administrative costs, as well as provisions for doubtful accounts. These expenses are generally more dependent on changes in the size of the financial services portfolio than they are on the revenue of the segment. As a percentage of the average financial services portfolio, financial services expenses were 4.7% and 5.1% in 2013 and 2012, respectively.

See Note 1 to the Consolidated Financial Statements for further information on financial services.

Corporate

Snap-on’s general corporate expenses of $103.3 million in 2013 increased $3.6 million over 2012 levels.

 

 

 

   2014 ANNUAL REPORT    41


Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

 

 

 

Non-GAAP Supplemental Data

The 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.

Supplemental Consolidating Data – Supplemental Statements of Earnings information for 2014, 2013 and 2012 is as follows:

 

    Operations*     Financial Services  
(Amounts in millions)   2014     2013     2012     2014     2013     2012  

Net sales

      $     3,277.7              $ 3,056.5              $ 2,937.9          $          –               $          –               $          –            

Cost of goods sold

    (1,693.4)           (1,583.6)           (1,547.9)           –                 –                 –            
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    1,584.3            1,472.9            1,390.0            –                 –                 –            

Operating expenses

    (1,048.7)           (1,012.4)           (980.3)           –                 –                 –            
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating earnings before financial services

    535.6            460.5            409.7            –                 –                 –            

Financial services revenue

    –                 –                 –                 214.9            181.0            161.3       

Financial services expenses

    –                 –                 –                 (65.8)           (55.3)           (54.6)      
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating earnings from financial services

    –                 –                 –                 149.1            125.7            106.7       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating earnings

    535.6            460.5            409.7            149.1            125.7            106.7       

Interest expense

    (52.2)           (54.6)           (54.0)           (0.7)           (1.5)           (1.8)      

Intersegment interest income (expense) –net

    56.7            47.7            42.4            (56.7)           (47.7)           (42.4)      

Other income (expense) – net

    (0.8)           (4.0)            (0.4)            (0.1)           0.1            –            
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before income taxes and equity earnings

    539.3            449.6            397.7            91.6            76.6            62.5       

Income tax expense

    (165.8)           (138.6)           (125.3)           (33.7)           (28.1)           (22.9)      
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before equity earnings

    373.5            311.0            272.4            57.9            48.5            39.6       

Financial services – net earnings attributable to Snap-on

    57.9            48.5            39.6            –                 –                 –            

Equity earnings, net of tax

    0.7            0.2            2.6            –                 –                 –            
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings

    432.1            359.7            314.6            57.9            48.5            39.6       

Net earnings attributable to noncontrolling interests

    (10.2)           (9.4)           (8.5)           –                 –                 –            
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings attributable to Snap-on

      $ 421.9              $ 350.3              $ 306.1              $ 57.9              $ 48.5              $ 39.6       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*

Snap-on with Financial Services on the equity method.

 

 

 

42    SNAP-ON INCORPORATED   


Table of Contents

 

 

Supplemental Consolidating Data – Supplemental Balance Sheet Information as of 2014 and 2013 year end is as follows:

 

     Operations*      Financial Services  
(Amounts in millions)    2014      2013      2014      2013  

ASSETS

           

Current assets:

           

Cash and cash equivalents

       $     132.8               $     214.4               $     0.1               $     3.2       

Intersegment receivables

     16.0             15.3             –                –          

Trade and other accounts receivable – net

     550.5             531.1             0.3             0.5       

Finance receivables – net

     –                –                402.4             374.6       

Contract receivables – net

     7.6             7.0             66.9             61.4       

Inventories – net

     475.5             434.4             –                –          

Deferred income tax assets

     85.4             71.1             15.6             14.3       

Prepaid expenses and other assets

     125.5             88.1             0.9             1.3       
  

 

 

    

 

 

    

 

 

    

 

 

 

Total current assets

     1,393.3             1,361.4             486.2             455.3       

Property and equipment – net

     403.4             390.9             1.1             1.6       

Investment in Financial Services

     218.9             193.7             –                –          

Deferred income tax assets

     92.9             56.8             0.3             0.3       

Intersegment long-term notes receivable

     232.1             9.6             –                –          

Long-term finance receivables – net

     –                –                650.5             560.6       

Long-term contract receivables – net

     12.8             12.0             229.2             205.1       

Goodwill

     810.7             838.8             –                –          

Other intangibles – net

     203.3             190.5             –                –          

Other assets

     50.9             58.9             1.0             1.1       
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets

       $     3,418.3               $     3,112.6               $     1,368.3               $     1,224.0       
  

 

 

    

 

 

    

 

 

    

 

 

 

 

*

Snap-on with Financial Services on the equity method.

 

 

 

   2014 ANNUAL REPORT    43


Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

 

 

 

Supplemental Consolidating Data – Supplemental Balance Sheet Information (continued):

 

     Operations*      Financial Services  
(Amounts in millions)    2014      2013      2014      2013  

LIABILITIES AND EQUITY

           

Current liabilities:

           

Notes payable and current maturities of long-term debt

       $     56.6               $     13.1               $          –                  $ 100.0       

Accounts payable

     144.7             150.7             0.3             4.9       

Intersegment payables

     –                –                16.0             15.3       

Accrued benefits

     53.8             48.1             –                –          

Accrued compensation

     95.2             91.9             4.0             3.6       

Franchisee deposits

     65.8             59.4             –                –          

Other accrued liabilities

     285.0             229.5             18.2             22.2       
  

 

 

    

 

 

    

 

 

    

 

 

 

Total current liabilities

     701.1             592.7             38.5             146.0       

Long-term debt and intersegment long-term debt

     –                –                1,094.8             868.5       

Deferred income tax liabilities

     158.6             142.7             0.6             1.1       

Retiree health care benefits

     42.5             41.7             –                –          

Pension liabilities

     217.9             135.8             –