filings.toolsItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
10K characters. Original on sec.gov · Markdown
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Snap-on had 58,086,046 shares of common stock outstanding as of 2015 year end. Snap-on’s stock is listed on the New York Stock Exchange under the ticker symbol “SNA.” At February 5, 2016, there were 5,206 registered holders of Snap-on common stock.
The high and low closing prices of Snap-on’s common stock during each fiscal quarter for the last two years were as follows:
| Common Stock High/Low Prices | ||||||||||||||||
| 2015 | 2014 | |||||||||||||||
| Quarter | High | Low | High | Low | ||||||||||||
| First | $ | 148.29 | $ | 131.45 | $ | 114.18 | $ | 97.23 | ||||||||
| Second | 162.19 | 146.16 | 119.46 | 109.36 | ||||||||||||
| Third | 169.99 | 148.90 | 127.01 | 117.84 | ||||||||||||
| Fourth | 174.09 | 154.57 | 139.35 | 113.28 |
Snap-on has paid consecutive quarterly cash dividends, without interruption or reduction, since 1939. Quarterly dividends in 2015 were $0.61 per share in the fourth quarter and $0.53 per share in each of the first three quarters ($2.20 per share for the year). 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). Cash dividends paid in 2015, 2014 and 2013 totaled $127.9 million, $107.6 million and $92.0 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.
| 2015 ANNUAL REPORT | 21 |
Table of Contents
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 2015, 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* | ||||||||||||
| 10/04/15 to 10/31/15 | 5,000 | $ | 164.56 | 5,000 | $ | 224.9 million | ||||||||||
| 11/01/15 to 11/28/15 | 48,000 | $ | 167.42 | 48,000 | $ | 222.0 million | ||||||||||
| 11/29/15 to 01/02/16 | – | – | – | $ | 230.6 million | |||||||||||
| Total/Average | 53,000 | $ | 167.15 | 53,000 | N/A | |||||||||||
N/A: Not applicable
| * | Subject to further adjustment pursuant to the 1996 Authorization described below, as of January 2, 2016, the approximate value of shares that may yet be purchased pursuant to the three outstanding Board authorizations discussed below is $230.6 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 $165.89, $171.76 and $171.43 per share of common stock as of the end of the fiscal 2015 months ended October 31, 2015, November 28, 2015, and January 2, 2016, respectively. |
|---|
| • | In 1998, the Board authorized the repurchase of an aggregate of $100 million of the company’s common stock (“the 1998 Authorization”). The 1998 Authorization will expire when the aggregate repurchase price limit is met, unless terminated earlier by the Board. |
|---|
| • | In 1999, the Board authorized the repurchase of an aggregate of $50 million of the company’s common stock (“the 1999 Authorization”). The 1999 Authorization will expire when the aggregate repurchase price limit is met, unless terminated earlier by the Board. |
|---|
| 22 | SNAP-ON INCORPORATED |
Table of Contents
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 2015 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 | ||||||||
| 10/04/15 to 10/31/15 | – | – | ||||||||
| 11/01/15 to 11/28/15 | 6,700 | $ | 170.28 | |||||||
| 11/29/15 to 01/02/16 | 11,200 | $ | 171.94 | |||||||
| Total/Average | 17,900 | $ | 171.32 | |||||||
| 2015 ANNUAL REPORT | 23 |
Table of Contents
Five-year Stock Performance Graph
The graph below illustrates the cumulative total shareholder return on Snap-on common stock since December 31, 2010, assuming that dividends were reinvested. The graph compares Snap-on’s performance to that of a Peer Group and Standard & Poor’s 500 Stock Index (“S&P 500”).
Snap-on Incorporated Total Shareholder Return (1)
| Fiscal Year Ended (2) | Snap-on Incorporated | Peer Group (3) | S&P 500 | |||||||||
| December 31, 2010 | $ | 100.00 | $ | 100.00 | $ | 100.00 | ||||||
| December 31, 2011 | 91.62 | 97.93 | 102.11 | |||||||||
| December 31, 2012 | 146.06 | 115.15 | 118.45 | |||||||||
| December 31, 2013 | 206.03 | 156.88 | 156.82 | |||||||||
| December 31, 2014 | 261.18 | 164.08 | 178.29 | |||||||||
| December 31, 2015 | 332.03 | 154.72 | 180.75 |
| (1) | Assumes $100 was invested on December 31, 2010, 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 |
Table of Contents
Previous: Item 4. Mine Safety Disclosures · Next: Item 6. Selected Financial Data