Snap-on (SNA) 10-K risk factor changes: FY2023 vs FY2022
The 2023-12-30 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.
Item 1A39 rewritten9 added15 removed188 unchanged
All filing items1,261 rewritten426 added322 removed2,592 unchanged
Summary
counted, not written
- Item 1A lists 26 risk factor headings: 0 new, 3 reworded and 23 unchanged since FY2022. 1 heading from FY2022 no longer appears.
- Sentence by sentence, 426 added, 322 removed, 1,261 rewritten and 2,592 unchanged across 19 items that differ.
- New this year: Item 1C. Cybersecurity.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2022.
Removed Item 1A headings (1)
- The ongoing COVID-19 pandemic continues to pose risks to our business, results of operations, financial condition and cash flows, and other epidemics or outbreaks of infectious diseases may have a similar impact.
Reworded Item 1A headings (3)
- Data security and information technology infrastructure and security are critical to supporting business objectives; failure of our
[removed: systems][added: systems, as well as those of third parties with which we do business,] to operate effectively could adversely affect our business and reputation. - Exposure to credit risks of customers and resellers may make it difficult to collect receivables, and our allowances for credit losses for receivables may prove inadequate, which could adversely affect [added: our] operating results and financial condition.
- The recognition of impairment charges on goodwill or other intangible assets
[removed: would][added: could] adversely impact our future financial condition and results of operations.
A heading is new when no FY2022 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
39 rewritten, 9 added, 15 removed, 188 unchanged
While we believe that advances in vehicle technologies provide us with opportunities to develop innovative products and solutions for the vehicle repair market, if we are not able to [added: effectively] execute on those possibilities, our business and results of operations could suffer.
| | | | [removed: 2022] [added: 2023] ANNUAL REPORT | | | 13 | | |
Approximately [removed: 43%] [added: 41%] of our consolidated net revenues in [removed: 2022] [added: 2023] were generated by the Snap-on Tools Group, which consists of Snap-on’s business operations primarily serving vehicle service and repair technicians through the company’s [removed: multi-national] [added: multinational] mobile tool distribution channel.
We expect that the level of competition will remain high in the future, [removed: which] [added: which, if not effectively matched or exceeded,] could limit our ability to maintain or increase market share or profitability.
Approximately 28% of our revenues in [removed: 2022] [added: 2023] were generated outside of the United States.
These [added: also] include [removed: political, economic and social instability, such as acts of war, armed conflicts, civil disturbance or acts of terrorism, local labor conditions, trade relations with China,] changes in government policies and regulations, including those intended to address climate change, imposition or increases in withholding and other taxes on remittances and other payments by international subsidiaries, [added: increases in trade sanctions and other related measures,] as well as exposure to liabilities under anti-bribery and anti-corruption laws in various countries, such as the U.S. Foreign Corrupt Practices [removed: Act, currency volatility, transportation delays or interruptions, sovereign debt uncertainties and difficulties in enforcement of contract and intellectual property rights, reputational risks related to, among other factors, different standards and practices among countries, as well as natural disasters, weather events and outbreaks of infectious diseases.][added: Act.]
As part of the agreement [removed: between] [added: related to] the [removed: U.K. and] [added: United Kingdom’s (“U.K.”) departure from] the European Union [removed: regarding Brexit,] [added: (“Brexit”),] there is a new series of customs and regulatory checks, including rules of origin and stringent local content requirements.
Risks related to this situation include supply chain inefficiencies, price increases and shortages of raw materials and components, [added: increased trade sanctions,] exchange rate volatility, energy shortages in Europe, an increase in cybersecurity incidents, and potential impairment of certain assets.
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, climate or weather events, use and storage of hazardous materials, armed conflicts, sabotage, terrorism, civil unrest or other events), or other reasons, including outbreaks of infectious diseases, [removed: such as the ongoing COVID-19 pandemic,] could have a material adverse effect on our business, financial condition, results of operations and cash flows.
| | | | [removed: 2022] [added: 2023] ANNUAL REPORT | | | 15 | | |
To meet Snap-on’s high quality standards, [added: a portion of] our steel needs [removed: range from] [added: include] specialized alloys, which are available only from a limited group of approved [removed: suppliers, to common alloys, which are available from multiple] suppliers.
Some of these [added: specialized] materials [added: and components] have been, and in the future may be, in short supply, particularly in the event of mill shutdowns or production cut backs.
In addition, outbreaks of infectious diseases, weather events, armed [removed: conflicts] [added: conflicts, government actions (including those affecting trade)] or other circumstances beyond our control could also impact the availability of raw materials and components.
Petroleum and energy prices have periodically increased significantly over short periods of time; future volatility and changes may be caused by market fluctuations, supply and demand, currency fluctuations, production and transportation disruptions, climate change regulations, world events, including armed conflicts, and [removed: changes in] governmental [removed: programs.][added: actions.]
*Data security and information technology infrastructure and security are critical to supporting business objectives; failure of our [removed: systems] [added: systems, as well as those of third parties with which we do business,] to operate effectively could adversely affect our business and reputation.*
Our information systems, like those of other [removed: companies,] [added: companies and our third party service providers,] are susceptible to malicious damage, intrusions and outages due to, among other events, viruses, cyber attacks, industrial espionage, phishing attempts, hacking, break-ins and similar events, as well as other breaches of security, natural disasters, power loss or telecommunications failures.
Techniques used to breach information technology systems are growing in sophistication [added: from emerging technologies, such as advanced forms of AI,] and increasingly come from threat actors of all types, including individuals, criminal organizations and state-sponsored operatives.
In [removed: early March] [added: the first quarter of] 2022, as previously disclosed, Snap-on detected unusual activity in some areas of its information technology environment, quickly took down its network connections as part of the company’s defense protocols, launched a comprehensive analysis assisted by a leading external forensics firm, and notified law enforcement.
Future problems that impair or compromise the company’s information technology infrastructure, [added: or that of our third party service providers,] including those due to natural disasters, power outages, major network failures, security breaches or malicious attacks, or those occurring during system upgrades and/or new system implementations could impede our operations.
[removed: The March 2022 incident did not have a significant impact on the results of our operations; however, future] [added: Future] cyber [removed: events] [added: events, however,] 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, proceedings, fines or penalties, and could also damage our reputation.
In association with initiatives to better integrate business units, [removed: rationalize] [added: optimize] our operating footprint and improve responsiveness to franchisees and customers, Snap-on is continually enhancing its global Enterprise Resource Planning (ERP) management information systems.
As we integrate, implement and deploy new information technology processes and enhance our information infrastructure across our global operations, we could experience disruptions [removed: in our business] that could have an adverse effect on our business, financial condition, results of operations and cash flows.
In addition, transitions of important responsibilities to new individuals inherently include the possibility of disruptions to our [removed: business and] operations, which could negatively affect our business, financial condition, results of operations and cash flows.
| | | | [removed: 2022] [added: 2023] ANNUAL REPORT | | | 17 | | |
*Exposure to credit risks of customers and resellers may make it difficult to collect receivables, and our allowances for credit losses for receivables may prove inadequate, which could adversely [removed: affect] [added: affect our] operating results and financial condition.*
A decline in industry and/or economic conditions [removed: could have] [added: has] the potential to weaken the financial position of some of our customers, including financial services customers.
Cash generated in certain non-U.S. jurisdictions [added: has been, and in the future] may [removed: be] [added: be,] difficult to repatriate to the United States in a tax-efficient [removed: manner.][added: manner as a result of, among other factors, restrictions on the movement of funds out of certain countries put in place by foreign governments.]
[removed: The] [added: While there are no current borrowings under the credit facility, future borrowings and the resulting increase in the] company’s leverage ratio may affect both our availability of additional capital resources as well as our operations in several ways, including:
While we believe we will have the ability to service our debt and obtain additional [added: financial] 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.
A significant decrease in market interest rates and a decrease in the fair value of plan assets would increase net pension expense and may adversely affect the company’s future [removed: results of operations.][added: financial results.]
See Note [removed: 12] [added: 11] to the Consolidated Financial Statements for [removed: further] [added: additional] information on the company’s pension plans.
*The recognition of impairment charges on goodwill or other intangible assets [removed: would] [added: could] adversely impact our future financial condition and results of operations.*
We are required to perform impairment tests on our goodwill and other [removed: intangibles] [added: intangible assets] annually or at any time when events occur that could impact the value of our business segments.
| | | | [removed: 2022] [added: 2023] ANNUAL REPORT | | | 19 | | |
Failure to comply with any of these laws or regulations could also result in civil, criminal, monetary and/or non-monetary penalties, damage to our reputation, and/or [removed: the incurrence of] [added: require significant] remediation costs.
In recent years there has been increased public awareness, concern and focus on environmental and sustainability issues, including matters related to [removed: global] climate [removed: change.][added: change, and we expect these trends to continue.]
The current focus on these matters is expected to result in additional and/or more restrictive regulations, [removed: requirements and/or] [added: such as the Corporate Sustainability Reporting Directive (CSRD) in the European Union and the proposed SEC regulations relating to climate change disclosures, and] industry or third-party [added: requirements and] standards to reduce or mitigate [removed: global warming and] [added: climate change as well as] other environmental or sustainability [removed: risks, though the timing is uncertain.][added: risks.]
These developments, and other potential future legislation and regulations, including the increasing global regulation of privacy [removed: rights,] [added: rights and use of AI,] 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.
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 tariffs and other trade protection measures put in place by the United States or other countries, acts of terrorism, developments in the war on terrorism, armed conflicts (including the current war in [removed: Ukraine),] [added: Ukraine, an escalation of the conflict in the Middle East, and other regional conflicts),] civil unrest, conflicts in international situations, weather events and natural disasters, outbreaks of infectious [removed: diseases such as the ongoing COVID-19 pandemic,] [added: diseases,] as well as government-related developments or issues, including changes in tax laws and regulations, new or enhanced regulations related to climate change and other sustainability matters, and changes in financial accounting standards.
In addition, technological developments and enhancements of products and service offerings in our industry may require our expanded use of artificial intelligence (“AI”) and machine learning; if we are unable to keep pace with the rate of these and other developments, our ability to effectively compete could be adversely affected.
These include political, economic and social instability, such as acts of war, armed conflicts, civil disturbance or acts of terrorism, local labor conditions, and trade relations with China.
Risks related to our non-U.S. operations could further include currency volatility, transportation delays or interruptions, sovereign debt uncertainties and difficulties in enforcement of contract and intellectual property rights, as well as reputational risks related to, among other factors, different standards and practices among countries.
Additionally, certain electronic components are sourced from a finite set of suppliers.
This incident did not have a significant impact on the results of our operations, and we are not currently aware of a security breach at any third-party service provider that we believe could significantly affect our operations.
Further, economic conditions in the markets in which we operate can vary, including due to changes in currency exchange rates, local inflation, interest rates and other factors, which could adversely affect our business, financial condition, results of operations and cash flows.
Our $900 million multicurrency revolving credit facility contains an accordion feature that, subject to certain customary conditions, may allow the maximum commitment to be increased by up to $450 million with the approval of the lenders providing additional commitments.
The timing of certain of these regulations has yet to be determined.
New tax laws, within the U.S. and the other jurisdictions in which we operate, such as Pillar Two of the Global Anti-Base Erosion Rules released by the Organisation for Economic Cooperation and Development (OECD), which, once adopted in various jurisdictions, will require a global minimum tax for multinational countries, could impact our operations.
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Failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business.
The United Kingdom (“U.K.”) has formally left the European Union (“Brexit”).
The information technology incident did not significantly affect the company’s financial results.
We are also affected by changes in inflation and interest rates in non-U.S. jurisdictions.
The maximum available credit under our multi-currency revolving credit facility is $800 million.
Risk related to COVID-19 and Other Infectious Diseases
*The ongoing COVID-19 pandemic continues to pose risks to our business, results of operations, financial condition and cash flows, and other epidemics or outbreaks of infectious diseases may have a similar impact.*
We face risks related to outbreaks of infectious diseases, including the ongoing COVID-19 pandemic.
In response to COVID-19 and its variants, national and local governments around the world have instituted certain protective measures at various times.
While such restrictions have generally eased in many countries where we have operations, existing measures may be extended in certain regions and additional measures may be imposed to combat the COVID-19 pandemic or future outbreaks of infectious diseases.
The effects of COVID-19 or other similar outbreaks on the company could include reduced consumer and investor confidence, instability in the credit and financial markets, volatile corporate profits, supply chain inefficiencies, and reduced business and consumer spending, which could adversely affect our results of operations by reducing our sales, margins and/or net income as a result of rising costs, a slowdown in customer orders or order cancellations.
To the extent the ongoing COVID-19 pandemic, or a future outbreak of an infectious disease, adversely affects our business, financial condition, results of operations and cash flows, it may also heighten many of the other risks described in this section.
| | | | 2022 ANNUAL REPORT | | | 21 | | |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
311 rewritten, 141 added, 116 removed, 351 unchanged
We believe our [removed: 2022] [added: 2023] operating performance demonstrates the [removed: continued] [added: continuing] momentum of our [removed: operations,] [added: business,] confirms the [added: special] resilience of our markets, and reflects the considerable [removed: capabilities] [added: capability] of our [added: combined operations and our] experienced team to overcome the uncertainties of the current environment.
Throughout the [removed: turbulence,] [added: variability,] we maintained and further extended our ongoing advantages in our products, [added: in our] brands and [added: in our] people.
Our strategic priorities and plans for [removed: 2023] [added: 2024] involve continuing to build on 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 [removed: rapid continuous improvement (“Rapid] [added: Rapid] Continuous [removed: Improvement” or “RCI”).][added: Improvement (“RCI”).]
| | | | [removed: 2022] [added: 2023] ANNUAL REPORT | | | [removed: 27] [added: 29] | | |
For segment reporting purposes, the results of operations and assets of [removed: Dealer-FX] [added: SAVTEQ] have been included in the Repair Systems & Information Group [removed: since the acquisition date,] and [removed: the results of operations and assets] [added: those] of [removed: AutoCrib Germany and Pradines] [added: Mountz] have been included in the Commercial & Industrial Group since the respective acquisition dates.
Pro forma financial information has not been presented for [removed: any of] these acquisitions as the net effects, individually and collectively, were neither significant nor material to Snap-on’s results of operations or financial position.
Unless otherwise indicated, references in this document to “fiscal [removed: 2022”] [added: 2023”] or [removed: “2022”] [added: “2023”] refer to the fiscal year ended December [removed: 31, 2022;] [added: 30, 2023;] references to “fiscal [removed: 2021”] [added: 2022”] or [removed: “2021”] [added: “2022”] refer to the fiscal year ended [removed: January 1,] [added: December 31,] 2022; and references to “fiscal [removed: 2020”] [added: 2021”] or [removed: “2020”] [added: “2021”] refer to the fiscal year ended January [removed: 2, 2021.][added: 1, 2022.]
References in this document to [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] year end refer to December [added: 30, 2023, December] 31, 2022, [added: and] January 1, 2022, [removed: and January 2, 2021,] respectively.
Snap-on’s [added: 2023,] 2022 and 2021 fiscal years each contained 52 weeks of operating results.
Fiscal [removed: 2021] [added: 2022] as Compared to Fiscal [removed: 2020][added: 2021]
A discussion regarding our financial condition and results of operations for fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020] [added: 2021] can be found under “Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on the Form 10-K for the fiscal year ended [removed: January 1,] [added: December 31,] 2022, which was filed with the SEC on February [removed: 10, 2022,] [added: 9, 2023,] and is available on the SEC’s website at www.sec.gov as well as in the “Investors” section of our website at www.snapon.com.
References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “organic sales” refer to sales from continuing operations calculated in accordance with [removed: generally accepted accounting principles in the United States of America (“GAAP”),] [added: GAAP,] adjusted to exclude acquisition-related sales and the impact of foreign currency translation.
[removed: Our] [added: We believe that our] markets and our operations possess [removed: and, indeed,] [added: and] have demonstrated [added: continuing and] considerable resilience against the [removed: effects] [added: uncertainties] of the [removed: pandemic.][added: current environment.]
Consolidated net sales of [removed: $4,492.8] [added: $4,730.2] million in [removed: 2022 increased $240.8] [added: 2023 represented an increase of $237.4] million, or [removed: 5.7%,] [added: 5.3%,] from [removed: 2021] [added: 2022] levels, reflecting a [removed: $357.2] [added: $250.7] million, or [removed: 8.7%,] [added: 5.6%,] organic gain and [removed: $8.5] [added: $5.5] million of acquisition-related sales, partially offset by [removed: $124.9] [added: $18.8] million of unfavorable foreign currency translation.
Operating earnings before financial services of [removed: $941.2] [added: $1,039.9] million in [removed: 2022 increased $89.7 million, or 10.5%,] [added: 2023] compared to [removed: $851.5] [added: $941.2] million in [removed: 2021.][added: 2022, an increase of $98.7 million or 10.5%.]
As a percentage of net sales, operating earnings before financial services [removed: of 20.9%] [added: were 22.0%] compared to [removed: 20.0%] [added: 20.9%] last year.
As a percentage of revenues (net sales plus financial services revenue), operating earnings [removed: of 24.9%] [added: were 25.7%] compared to [removed: 24.4%] [added: 24.9%] last year.
Net earnings attributable to Snap-on [removed: in 2022] of [removed: $911.7] [added: $1,011.1] million, or [removed: $16.82] [added: $18.76] per diluted share, [removed: increased $91.2] [added: in 2023 compared to $911.7] million, or [removed: $1.90] [added: $16.82] per diluted share, [removed: from 2021 levels.][added: in 2022, an increase of $99.4 million or $1.94 per diluted share.]
| | | | [removed: 2022] [added: 2023] ANNUAL REPORT | | | [removed: 29] [added: 31] | | |
Segment net sales of [removed: $1,399.2] [added: $2,088.8] million in [removed: 2022 decreased $7.1] [added: 2023 represented an increase of $16.8] million, or [removed: 0.5%,] [added: 0.8%,] from [removed: 2021] [added: 2022] levels, reflecting a [removed: $60.8] [added: $25.0] million, or [removed: 4.5%,] [added: 1.2%,] organic sales [removed: increase, more than] [added: gain, partially] offset by [removed: $67.9] [added: $8.2] million of unfavorable [added: foreign] currency translation.
Operating earnings of [removed: $197.6] [added: $226.1] million in [removed: 2022,] [added: 2023,] including [removed: $8.6] [added: $9.0] million of unfavorable foreign currency effects, [removed: decreased $12.3 million, or 5.9%,] compared to [removed: $209.9] [added: $197.6] million in [removed: 2021.][added: 2022, an increase of $28.5 million or 14.4%.]
The Commercial & Industrial Group intends to [removed: continue building] [added: focus] on the following strategic priorities in [removed: 2023:][added: 2024:]
The Snap-on Tools Group consists of business operations primarily serving vehicle service and repair technicians through the company’s [removed: multi-national] [added: multinational] mobile tool distribution channel.
Segment net sales of [removed: $2,072.0] [added: $2,088.8] million in [removed: 2022 increased $133.4] [added: 2023 represented an increase of $16.8] million, or [removed: 6.9%,] [added: 0.8%,] from [removed: 2021] [added: 2022] levels, reflecting a [removed: $162.5] [added: $25.0] million, or [removed: 8.5%,] [added: 1.2%,] organic sales gain, partially offset by [removed: $29.1] [added: $8.2] million of unfavorable foreign currency translation.
The organic increase [removed: includes] [added: is primarily due to] a [removed: double-digit] [added: mid single-digit] gain in the [removed: U.S. franchise business,] [added: segment’s international operations,] while [removed: sales] [added: activity] in the [removed: segment’s international] [added: U.S.] operations [removed: were mixed, but overall] [added: was] essentially flat.
Operating earnings of [removed: $458.7] [added: $493.8] million in [removed: 2022,] [added: 2023,] including [removed: $10.1] [added: $12.5] million of unfavorable foreign currency effects, [removed: increased $47.6 million, or 11.6%,] compared to [removed: $411.1] [added: $458.7] million in [removed: 2021.][added: 2022, an increase of $35.1 million or 7.7%.]
[removed: In 2023, the] [added: The] Snap-on Tools Group intends to [removed: continue its expansion with specific] focus on the following [removed: initiatives:][added: strategic priorities in 2024:]
- [removed: Continuing to improve] [added: Enhancing] franchisee sales productivity, profitability, commercial health, and satisfaction;
- Improving customer service levels and productivity in back office support functions, manufacturing and the supply chain through RCI initiatives and [added: capacity] investment.
Segment net sales of [removed: $1,666.9] [added: $1,458.3] million in [removed: 2022 increased $163.8] [added: 2023 represented an increase of $59.1] million, or [removed: 10.9%,] [added: 4.2%,] from [removed: 2021] [added: 2022] levels, reflecting a [removed: $188.8] [added: $69.7] million, or [removed: 12.8%,] [added: 5.0%,] organic [removed: sales increase] [added: gain] and [removed: $8.5] [added: $5.5] million of acquisition-related sales, partially offset by [removed: $33.5] [added: $16.1] million of unfavorable [removed: foreign] currency translation.
The organic gain [removed: is comprised of double-digit increases in sales of undercar equipment and] [added: includes a high single-digit increase] in activity with OEM [removed: dealerships,] [added: dealerships] and a mid single-digit [removed: increase] [added: gain] in sales of [added: undercar equipment, partially offset by a high single-digit decline in sales of] diagnostic and repair information products to independent repair shop owners and managers.
Operating earnings of [removed: $393.3] [added: $433.2] million in [removed: 2022,] [added: 2023,] including [removed: $4.8] [added: $1.3] million of favorable foreign currency effects, [removed: increased $44.7 million, or 12.8%, from $348.6] [added: compared to $393.3] million in [removed: 2021.][added: 2022, an increase of $39.9 million or 10.1%.]
The Repair Systems & Information Group intends to focus on the following strategic priorities in [removed: 2023:][added: 2024:]
- Increasing [removed: penetration in] geographic [removed: markets,] [added: penetration,] including [added: in] emerging markets.
Operating earnings from financial services [removed: in 2022] of [removed: $266.0 million, including $2.5] [added: $270.5] million [removed: of unfavorable foreign currency effects, decreased $6.0 million, or 2.2%,] [added: in 2023] compared to [removed: $272.0] [added: $266.0] million last year.
Financial Services intends to focus on the following strategic priorities in [removed: 2023:][added: 2024:]
Net cash provided by operating activities of [removed: $675.2] [added: $1,154.2] million in [removed: 2022 decreased $291.4] [added: 2023 increased $479.0] million from [removed: $966.6] [added: $675.2] million in [removed: 2021.][added: 2022.]
The [removed: $291.4] [added: $479.0] million [removed: decrease] [added: increase] is primarily due to a [removed: $354.5] [added: $352.9] million change in net operating assets and liabilities, [removed: partially offset by] [added: and] a [removed: $92.5] [added: $100.7] million increase in net earnings.
Net cash used by investing activities of [removed: $290.4] [added: $331.8] million in [removed: 2021] [added: 2023] included additions to finance receivables of [removed: $878.1] [added: $1,029.0] million, [added: which were] partially offset by collections of [removed: $854.2] [added: $833.5] million, as well as [removed: $199.7] [added: a use of cash of $42.6] million for the acquisitions of [removed: Dealer-FX, AutoCrib Germany] [added: Mountz] and [removed: Pradines.][added: SAVTEQ.]
Capital expenditures in [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] totaled [removed: $84.2] [added: $95.0] million and [removed: $70.1] [added: $84.2] million, respectively.
On November 20, 2023, Snap-on acquired certain assets of SAVTEQ, Inc. (“SAVTEQ”), for a cash purchase price of $3.0 million.
SAVTEQ, based in Lexington, Kentucky, provides precise non-contact measuring capabilities that Snap-on intends to leverage in its product offerings.
On November 1, 2023, Snap-on acquired Mountz, Inc. (“Mountz”) for a cash purchase price of $39.6 million.
Mountz, based in San Jose, California, is a leading developer, manufacturer and marketer of high-precision torque tools, including measurement, calibration and documentation products.
The acquisition of Mountz complements and expands Snap-on’s torque offerings to customers in a variety of critical industries including aerospace, transportation and advanced manufacturing.
Operating earnings of $1,310.4 million in 2023 compared to $1,207.2 million in 2022, an increase of $103.2 million or 8.5%.
Segment net sales of $1,781.2 million in 2023 represented an increase of $114.3 million, or 6.9%, from 2022 levels, reflecting a $111.7 million, or 6.7%, organic sales increase and $2.6 million of favorable foreign currency translation.
Financial services revenue of $378.1 million in 2023 compared to $349.7 million in 2022.
Originations of $1,235.5 million in 2023 represented an increase of $82.4 million, or 7.1%, from 2022 levels.
Net cash provided by operating activities of $1,154.2 million in 2023 compared to $675.2 million in 2022.
| Cost of goods sold | | | | | | (2,381.1) | | | | | | (50.3) | | % | | | | (2,311.7) | | | | | | (51.5) | | % | | | | (69.4) | | | | | | (3.0) | | % |
| Gross profit | | | | | | 2,349.1 | | | | | | 49.7 | | % | | | | 2,181.1 | | | | | | 48.5 | | % | | | | 168.0 | | | | | | 7.7 | | % |
| Operating expenses | | | | | | (1,309.2) | | | | | | (27.7) | | % | | | | (1,239.9) | | | | | | (27.6) | | % | | | | (69.3) | | | | | | (5.6) | | % |
| Operating earnings | | | | | | 1,310.4 | | | | | | 25.7 | | % | | | | 1,207.2 | | | | | | 24.9 | | % | | | | 103.2 | | | | | | 8.5 | | % |
| Interest expense | | | | | | (49.9) | | | | | | (1.0) | | % | | | | (47.1) | | | | | | (1.0) | | % | | | | (2.8) | | | | | | (5.9) | | % |
| Income tax expense | | | | | | (293.4) | | | | | | (5.7) | | % | | | | (268.7) | | | | | | (5.5) | | % | | | | (24.7) | | | | | | (9.2) | | % |
| Net earnings | | | | | | 1,034.6 | | | | | | 20.3 | | % | | | | 933.9 | | | | | | 19.3 | | % | | | | 100.7 | | | | | | 10.8 | | % |
Gross profit of $2,349.1 million in 2023 compared to $2,181.1 million last year, an increase of $168.0 million or 7.7%.
These improvements were partially offset by 30 bps of unfavorable foreign currency effects.
Operating expenses as a percentage of net sales rose 10 bps from last year, primarily reflecting increased personnel and other costs, partially offset by benefits from higher sales volumes.
Operating earnings before financial services of $1,039.9 million in 2023 compared to $941.2 million in 2022, an increase of $98.7 million or 10.5%.
As a percentage of net sales, operating earnings before financial services were 22.0% compared to 20.9% last year.
Financial services revenue of $378.1 million in 2023 compared to $349.7 million last year.
Operating earnings of $1,310.4 million in 2023 compared to $1,207.2 million in 2022, an increase of $103.2 million or 8.5%.
See Note 8 to the Consolidated Financial Statements for additional information on income taxes.
The Snap-on Tools Group segment revenues include external net sales, while the Commercial & Industrial Group and the Repair Systems & Information Group segment revenues include both external and intersegment net sales.
| *(Amounts in millions)* | | | | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | | | | | Change | | | | | | | | |
| External net sales | | | | | | $ | 1,145.6 | | | | | 78.6 | | % | | | | $ | 1,058.3 | | | | | 75.6 | | % | | | | $ | 87.3 | | | | | 8.2 | | % |
| Intersegment net sales | | | | | | 312.7 | | | | | | 21.4 | | % | | | | 340.9 | | | | | | 24.4 | | % | | | | (28.2) | | | | | | (8.3) | | % |
| Cost of goods sold | | | | | | (887.5) | | | | | | (60.9) | | % | | | | (880.5) | | | | | | (62.9) | | % | | | | (7.0) | | | | | | (0.8) | | % |
| Gross profit | | | | | | 570.8 | | | | | | 39.1 | | % | | | | 518.7 | | | | | | 37.1 | | % | | | | 52.1 | | | | | | 10.0 | | % |
| Operating expenses | | | | | | (344.7) | | | | | | (23.6) | | % | | | | (321.1) | | | | | | (23.0) | | % | | | | (23.6) | | | | | | (7.3) | | % |
| Segment operating earnings | | | | | | $ | 226.1 | | | | | 15.5 | | % | | | | $ | 197.6 | | | | | 14.1 | | % | | | | $ | 28.5 | | | | | 14.4 | | % |
Segment net sales of $1,458.3 million in 2023 represented an increase of $59.1 million, or 4.2%, from 2022 levels, reflecting a $69.7 million, or 5.0%, organic gain and $5.5 million of acquisition-related sales, partially offset by $16.1 million of unfavorable currency translation.
The organic increase primarily reflects a double-digit gain in sales to customers in critical industries.
These improvements were partially offset by 40 bps of unfavorable foreign currency effects.
Segment operating expenses as a percentage of net sales in 2023 rose 60 bps as compared to 2022 primarily reflecting increased sales in higher-expense businesses, as well as increased personnel and other costs.
| *(Amounts in millions)* | | | | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | | | | | Change | | | | | | | | |
| Cost of goods sold | | | | | | (1,107.7) | | | | | | (53.0) | | % | | | | (1,141.7) | | | | | | (55.1) | | % | | | | 34.0 | | | | | | 3.0 | | % |
| Gross profit | | | | | | 981.1 | | | | | | 47.0 | | % | | | | 930.3 | | | | | | 44.9 | | % | | | | 50.8 | | | | | | 5.5 | | % |
On August 1, 2021, Snap-on acquired AutoCrib EMEA GmbH (“AutoCrib Germany”), for a cash purchase price of $4.4 million (or $4.2 million, net of cash acquired).
AutoCrib Germany, based in Hamburg, Germany, distributes asset and tool control solutions for a variety of aerospace, automotive, military, natural resources and general industry operations.
The acquisition of AutoCrib Germany, a former independent distributor, enhanced and expanded Snap-on’s capabilities in providing solutions for the company’s existing tool control offerings.
On July 1, 2021, Snap-on exchanged its 35% equity interest in Deville S.A., valued at $21.8 million, for 100% ownership of Secateurs Pradines (“Pradines”), a wholly owned subsidiary of Deville S.A. with a fair value of $20.2 million (or $15.7 million, net of cash acquired), and cash of $1.6 million.
Pradines, located in Bauge-en-Anjou, France, designs and manufactures horticultural hand tools for professionals and individuals.
Pradines has been the primary supplier of pruning products to Snap‑on and the acquisition allows the company to improve and expand its pruning tool offering.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| *Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)* | | | | | | | | |
On February 26, 2021, Snap-on acquired Dealer-FX Group, Inc. (“Dealer-FX”) for a cash purchase price of $200.1 million (or $200.0 million, net of cash acquired).
Dealer-FX, based in Markham, Ontario, is a leading developer, marketer and provider of service-operations software solutions for automotive original equipment manufacturer (“OEM”) customers and their dealers.
Dealer-FX specializes in software as a service (SaaS) management systems, communications platforms, extensive data integrations, and offers a digitalized solution that increases productivity and enhances the vehicle owners’ experience.
The acquisition of Dealer-FX complemented and expanded Snap-on’s existing OEM and dealership business that provides electronic parts catalogs, essential tool and diagnostic programs, and custom analytics to OEMs and dealerships.
Snap-on’s 2020 fiscal year contained 53 weeks of operating results with the extra week occurring in the fourth quarter.
The impact of the additional week of operations in fiscal 2020 was not material to Snap-on’s full year or fourth quarter total revenues or net earnings.
Effect of COVID-19
The company sustained the accommodation of its operations to the virus environment, continuing without significant disruption to serve its franchisees and other professional customers as they performed their essential work, while taking what it believes to be appropriate measures to ensure the health and safety of its people.
Throughout the pandemic, Snap-on has generally maintained its workforce and manufacturing capacity, as well as its investments in brand building and product development.
As the global supply chain inefficiencies and associated cost increases caused by the COVID-19 pandemic have developed, the company has taken steps to ensure access to raw materials, components and purchased finished goods, and to provide for counterbalancing price and efficiency offsets.
See also Part I, Item 1A: Risk Factors - Risk related to COVID-19 and Other Infectious Diseases.
Operating earnings of $1,207.2 million in 2022 increased $83.7 million, or 7.4%, compared to $1,123.5 million last year.
Net earnings attributable to Snap-on in 2021 were $820.5 million, or $14.92 per diluted share.
The organic growth primarily reflects a double-digit gain in the segment’s specialty tools business, a high single-digit increase in the segment’s Asia Pacific operations, and low single-digit gains in the segment’s European-based hand tools business and in sales to customers in critical industries, despite lower activity with the military.
By focusing on these areas, we believe that Snap-on, as well as its franchisees, will have the opportunity to serve more customers, more effectively, more profitably and with improved satisfaction.
Financial services revenue was $349.7 million in both 2022 and 2021.
Originations of $1,153.1 million in 2022 increased $79.9 million, or 7.4%, from 2021 levels.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Gross profit | | | | | | 2,181.1 | | | | | | 48.5 | | % | | | | 2,110.8 | | | | | | 49.6 | | % | | | | 70.3 | | | | | | 3.3 | | % |
| Operating expenses | | | | | | (1,239.9) | | | | | | (27.6) | | % | | | | (1,259.3) | | | | | | (29.6) | | % | | | | 19.4 | | | | | | 1.5 | | % |
| Operating earnings | | | | | | 1,207.2 | | | | | | 24.9 | | % | | | | 1,123.5 | | | | | | 24.4 | | % | | | | 83.7 | | | | | | 7.4 | | % |
| Interest expense | | | | | | (47.1) | | | | | | (1.0) | | % | | | | (53.1) | | | | | | (1.2) | | % | | | | 6.0 | | | | | | 11.3 | | % |
| Income tax expense | | | | | | (268.7) | | | | | | (5.5) | | % | | | | (247.0) | | | | | | (5.3) | | % | | | | (21.7) | | | | | | (8.8) | | % |
| Earnings before equity earnings | | | | | | 933.9 | | | | | | 19.3 | | % | | | | 839.9 | | | | | | 18.3 | | % | | | | 94.0 | | | | | | 11.2 | | % |
| Equity earnings, net of tax | | | | | | — | | | | | | — | | | | | | 1.5 | | | | | | — | | | | | | (1.5) | | | | | | NM | | |
| Net earnings | | | | | | 933.9 | | | | | | 19.3 | | % | | | | 841.4 | | | | | | 18.3 | | % | | | | 92.5 | | | | | | 11.0 | | % |
| --- | --- | --- | --- | --- | --- |
| NM: Not meaningful | | | | | |
Gross profit of $2,181.1 million in 2022 increased $70.3 million, or 3.3%, compared to $2,110.8 million last year.
Financial services revenue of $349.7 million in 2022 was unchanged from 2021.
An excerpt. Shown here: 40 of 311 rewritten, 40 of 141 added and 40 of 116 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2023 filing and the FY2022 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
6 rewritten, 0 added, 0 removed, 56 unchanged
See Note [removed: 11] [added: 10] to the Consolidated Financial Statements for information on foreign currency risk management.
See Note [removed: 11] [added: 10] to the Consolidated Financial Statements for information on interest rate risk management.
The estimated maximum potential net one-day loss in fair value, calculated using the VAR model, as of [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] year end was [removed: $18.0] [added: $15.2 million, consisting of a $15.8] million [added: loss on interest rate-sensitive financial instruments] and [removed: $20.6] [added: a $0.6 million gain on foreign currency-sensitive financial instruments; and $18.2] million, [removed: respectively,] [added: consisting of a $18.0 million loss] on interest rate-sensitive financial [removed: instruments,] [added: instruments] and [added: a] $0.2 million [removed: and $0.3 million, respectively,] [added: loss] on foreign currency-sensitive financial [removed: instruments.][added: instruments, respectively.]
See Note [removed: 11] [added: 10] to the Consolidated Financial Statements for additional information on stock-based deferred compensation risk management.
| | | | [removed: 2022] [added: 2023] ANNUAL REPORT | | | 51 | | |
For example, the company is monitoring the [added: continuing global economic] impact of and developments related to Russia’s invasion of Ukraine and the [removed: ongoing COVID-19 pandemic, which continue to have an impact on] [added: conflict in] the [removed: global economy.][added: Middle East.]
Item 1. Business
45 rewritten, 3 added, 1 removed, 278 unchanged
Snap-on’s primary customer segments include: (i) commercial and industrial customers, including professionals in critical industries and [added: in] emerging markets; (ii) professional vehicle repair technicians who purchase products through the company’s [added: multinational] mobile tool distribution network; and (iii) other professional customers related to vehicle repair, including owners and managers of independent [added: service] and [added: repair shops, as well as] original equipment manufacturer (“OEM”) dealership service and repair shops (“OEM dealerships”).
The Snap-on Tools Group consists of business operations primarily serving vehicle service and repair technicians through the company’s [removed: multi-national] [added: multinational] mobile tool distribution channel.
See Note [removed: 20] [added: 19] 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 [removed: revenues, including both external and intersegment net sales,] [added: revenues] and segment operating earnings.
Snap-on accounts for intersegment [added: net] sales and transfers based primarily on standard costs with reasonable mark-ups established between the segments.
[removed: All intersegment] [added: Intersegment] amounts are eliminated to arrive at Snap-on’s consolidated financial results.
| | | | [removed: 2022] [added: 2023] ANNUAL REPORT | | | 5 | | |
| *(Amounts in millions)* | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Tools | | | | | | $ | [removed: 2,399.4] [added: 2,528.9] | | | | | $ | [removed: 2,343.0] [added: 2,399.4] | | | | | $ | [removed: 1,984.7] [added: 2,343.0] | |
| Diagnostics, information and management systems | | | | | | [removed: 942.4] [added: 991.2] | | | | | | [removed: 892.5] [added: 942.4] | | | | | | [removed: 783.8] [added: 892.5] | | |
| Equipment | | | | | | [removed: 1,151.0] [added: 1,210.1] | | | | | | [removed: 1,016.5] [added: 1,151.0] | | | | | | [removed: 824.0] [added: 1,016.5] | | |
| | | | | | | $ | [removed: 4,492.8] [added: 4,730.2] | | | | | $ | [removed: 4,252.0] [added: 4,492.8] | | | | | $ | [removed: 3,592.5] [added: 4,252.0] | |
| | | | [removed: 2022] [added: 2023] ANNUAL REPORT | | | 7 | | |
Snap-on’s OEM facilitation business provides OEMs [added: and OEM dealerships] with products and services including special and essential tools as well as consulting and facilitation services, which [removed: include] [added: are comprised of] product procurement, distribution and administrative support [removed: to customers] for [removed: their] dealership equipment programs.
The market for vehicle service and repair is driven by an [removed: increasing] [added: accelerating] rate of technological change, car and truck population growth and increasing unit [removed: life,] [added: age,] and the resulting effects of these changes on [removed: the businesses of] both our suppliers and customers.
While new technologies, including those associated with alternative energy drivetrains and greater vehicle autonomy, may alter the nature of certain service and repair for particular vehicle types, we believe many of these new technologies provide opportunities to fulfill requirements for enhanced solutions or [removed: increased] [added: greater] precision.
Franchise fee revenue totaled [removed: $18.4] [added: $18.7] million, [removed: $17.3] [added: $18.4] million and [removed: $16.2] [added: $17.3] million in fiscal [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.
Snap-on also has a company-owned route program that is designed to: (i) provide another pool of potential field organization personnel; (ii) service customers in select new and/or open routes not currently serviced by franchisees; and (iii) allow Snap‑on to pilot new sales and promotional ideas [removed: prior to] [added: before] introducing them to franchisees.
As of [removed: 2022] [added: 2023] year end, company-owned routes comprised approximately [removed: 4%] [added: 5%] of the total route population.
As of [removed: 2022] [added: 2023] year end, Snap-on’s [removed: worldwide] [added: total] route count was approximately [removed: 4,725,] [added: 4,700,] including approximately 3,400 routes in the United States.
A significant proportion of shop equipment sales in North America under the [removed: John Bean, Hofmann,] Blackhawk, Car-O-Liner, [removed: Challenger] [added: Challenger, Hofmann, John Bean] and Pro-Cut brands, diagnostic products under the Snap-on brand, and information and shop management products under the Mitchell1 brand are made by direct and independent sales forces that have responsibility for national and other accounts.
| | | | [removed: 2022] [added: 2023] ANNUAL REPORT | | | 9 | | |
As of [removed: 2022] [added: 2023] year end, Snap-on had industrial sales associates and independent distributors primarily in the United States, Canada and in various European, Latin American, Middle Eastern, Asian and African countries, with the United States representing the majority of Snap-on’s total industrial sales.
To effectively reach OEMs, which frequently have a [removed: multi-national] [added: multinational] presence, Snap-on has deployed focused business teams globally.
Hand tools marketed under the [added: ATI,] BAHCO, [removed: Irimo, Lindström,] CDI, [removed: ATI,] Fastorq, [added: Irimo, Lindström, Mountz,] Norbar, Sioux, Sturtevant Richmont and Williams brands and trade names, for example, are sold through distributors worldwide.
Wheel service and other vehicle service equipment are sold through distributors primarily under brands including [added: Blackhawk, Car-O-Liner, Cartec, Challenger, Ecotechnics,] Hofmann, John Bean, [removed: Car-O-Liner, Challenger, Pro-Cut, Cartec, Blackhawk] and [removed: Ecotechnics.][added: Pro-Cut.]
Diagnostics 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, [removed: Sun and] Blue-Point [added: and Sun] brands.
Snap-on [removed: believes it] is a leading manufacturer and distributor of professional tools, tool storage, diagnostics, equipment products, and repair software and solutions, offering a broad line of these products to both vehicle service and industrial marketplaces.
While the company does experience raw material and component cost fluctuations, as well as availability variations from time to time and from operation to operation, [removed: including due to the ongoing COVID-19 pandemic and its impact on the global supply chain,] Snap-on endeavors to employ its RCI processes to improve efficiencies and reduce waste to minimize the impact of any cost increases.
The company does not currently anticipate [removed: experiencing] any significant impact in [removed: 2023] [added: 2024] from raw material and purchased component cost or availability issues.
As of [removed: 2022] [added: 2023] year end, Snap-on and its subsidiaries held approximately [removed: 870] [added: 890] active and pending patents in the United States and approximately [removed: 2,780] [added: 3,170] active and pending patents outside of the United States.
Examples of products that have features or designs that benefit from patent protection include hand [removed: tools (including sealed ratchets and ratcheting screwdrivers),] [added: tools,] power tools, wheel alignment systems, wheel balancers, tire changers, vehicle lifts, tool storage, tool control, collision measurement, test lane equipment, brake lathes, electronic torque instruments, emissions-sensing devices and diagnostic equipment.
As of December [removed: 31, 2022,] [added: 30, 2023,] Snap-on employed approximately [removed: 12,900] [added: 13,200] people worldwide, of which approximately [removed: 7,200] [added: 7,500] were employed in the United States and approximately 5,700 were outside the United States.
Based on Snap-on’s most recently filed EEO-1 data, which is available under “ESG Reporting” in the “Investors” section of the company’s website at www.snapon.com, females constitute [removed: 26.0%] [added: 26.4%] and minorities constitute [removed: 23.5%] [added: 25.2%] of the company’s workforce in the United States.
Additionally, on a global basis, approximately [removed: 2,600] [added: 2,700] employees are represented by unions and/or covered under collective bargaining agreements with varying expiration dates through [removed: 2025.][added: 2026.]
| | | | [removed: 2022] [added: 2023] ANNUAL REPORT | | | 11 | | |
For [removed: 2022,] [added: 2023,] Snap-on had an overall safety incident rate of [removed: 1.12] [added: 1.16] (number of injuries and illnesses multiplied by 200,000, divided by hours worked).
- Snap-on is committed to its employees and provides developmental [removed: opportunities, as well as competitive pay and benefits.][added: opportunities throughout the organization.]
Snap-on offers [removed: pension, postretirement health care] [added: competitive compensation and] benefits [added: to its employees, including performance-based] and stock-based [removed: compensation as well as other stock] [added: management incentive] plans, [removed: including] an employee stock purchase plan for associates in the [removed: United States] [added: U.S.] and [removed: Canada.][added: Canada, as well as pension plans covering most U.S. employees and certain employees in foreign countries.]
Additional information related to these plans is included in Notes [removed: 12, 13] [added: 11] and [removed: 14] [added: 13] to the Consolidated Financial Statements.
The Snap-on Tools Group segment revenues include external net sales, while the Commercial & Industrial Group and the Repair Systems & Information Group segment revenues include both external and intersegment net sales.
| Mountz | | | | | | Torque tools | | |
| | | | | | | | | |
In recent years, there has been an increase in the development and sales of electric and hybrid vehicles and this trend is expected to continue.
An excerpt. Shown here: 40 of 45 rewritten, all 3 added and all 1 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2023 filing and the FY2022 filing.
Cover and table of contents
33 rewritten, 3 added, 2 removed, 118 unchanged
For the fiscal year ended December [removed: 31, 2022,] [added: 30, 2023,] or
The aggregate market value of voting and non-voting common equity held by non-affiliates (excludes [removed: 861,593] [added: 954,861] shares held by directors and executive officers) computed by reference to the price [removed: ($198.24)] [added: ($288.19)] at which common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter (July [removed: 2, 2022)] [added: 1, 2023)] was [removed: $10.4] [added: $15.0] billion.
The number of shares of Common Stock ($1.00 par value) of the registrant outstanding as of February [removed: 3, 2023,] [added: 9, 2024,] was [removed: 53,114,455] [added: 52,713,542] shares.
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 [removed: 10, 2023,] [added: 12, 2024,] prepared for the Annual Meeting of Shareholders scheduled for April [removed: 27, 2023.][added: 25, 2024.]
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- The effects of external economic factors, including adverse developments in world financial markets, disruptions related to tariffs and other trade [added: or sanctions] issues, and global supply chain inefficiencies, including as a result of the current war in [removed: Ukraine;][added: Ukraine and other regional conflicts;]
| | | | [removed: 2022] [added: 2023] ANNUAL REPORT | | | 3 | | |
[removed: - The impact of the ongoing coronavirus (“COVID-19”) pandemic and other outbreaks of infectious diseases, as well as the effects of governmental actions related thereto on] Snap-on’s business, which could have the potential to amplify the impact of the other risks facing the company; and
Unless otherwise indicated, references in this document to “fiscal [removed: 2022”] [added: 2023”] or [removed: “2022”] [added: “2023”] refer to the fiscal year ended December [removed: 31, 2022;] [added: 30, 2023;] references to “fiscal [removed: 2021”] [added: 2022”] or [removed: “2021”] [added: “2022”] refer to the fiscal year ended [removed: January 1,] [added: December 31,] 2022; and references to “fiscal [removed: 2020”] [added: 2021”] or [removed: “2020”] [added: “2021”] refer to the fiscal year ended January [removed: 2, 2021.][added: 1, 2022.]
References in this document to [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] year end refer to December [added: 30, 2023, December] 31, 2022, [added: and] January 1, 2022, [removed: and January 2, 2021,] respectively.
Snap-on’s [added: 2023,] 2022 and 2021 fiscal years each contained 52 weeks of operating results.
| [Item 1C](#ica6252d77a4f493493c3ed8c67f0cea7_1521) | | | [C](#ica6252d77a4f493493c3ed8c67f0cea7_1521)[ybersecurity](#ica6252d77a4f493493c3ed8c67f0cea7_1521) | | | [21](#ica6252d77a4f493493c3ed8c67f0cea7_19) | | |
| | | | | | | | | |
- The impact of outbreaks of infectious diseases as well as the effects of governmental actions related thereto on
- Snap-on’s ability to successfully manage planned facility closures or to withstand disruptions from unexpected closures;
Snap-on’s 2020 fiscal year contained 53 weeks of operating results with the extra week occurring in the fourth quarter.
Item 1C. Cybersecurity
0 rewritten, 47 added, 0 removed, 0 unchanged
New section this year
Cybersecurity and related considerations are a component of Snap-on’s cross-functional approach to risk management.
Our cybersecurity policies and practices follow the cybersecurity framework of the Center for Internet Security (“CIS”) Controls and are integrated into the Company’s enterprise risk management practices.
These practices are designed to enable the identification of, and provide management visibility into, the critical enterprise risks facing the Company, as well as to facilitate the incorporation of risk considerations into Company strategy and decision making.
The Company’s cybersecurity program is designed to detect, contain and respond to cybersecurity threats and incidents in a prompt and effective manner with the primary goals of protecting information assets, preventing the misuse and loss of those assets, minimizing disruptions to the business, and establishing the basis for audits and risk assessments.
Elements of the cybersecurity program include:
- A cross-functional approach to addressing and managing the risk from cybersecurity threats and incidents involving management personnel from operations, legal, risk, finance, information technology and other key business functions, and with oversight by the Board of Directors.
- Collaboration mechanisms with public and private entities, including intelligence and enforcement agencies (such as the Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency), industry groups, consultants and other third-party service providers to identify and assess cybersecurity risks.
- Technical safeguards intended to protect the Company’s information systems from cybersecurity threats, including data encryption, firewalls, threat monitoring, intrusion prevention and detection systems, anti-malware, access controls, privilege management, network segmentation, asset and end point management, and ongoing system security assessments.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2023 ANNUAL REPORT | | | 21 | | |
- Annual training for personnel regarding cybersecurity threats based on their roles, responsibilities, and levels of system access.
- A risk-based approach to identifying and monitoring cybersecurity risks presented by third parties, such as vendors and service providers, that includes periodic assessments.
- A data incident response plan that addresses the Company’s response to a cybersecurity threat or incident.
The Company’s Vice President and Chief Information Officer (the “CIO”) is principally responsible for overseeing the Company’s cybersecurity risk management program.
The Company’s CIO, along with multidisciplinary teams throughout the Company, works collaboratively to implement a program designed to protect the Company’s information systems from, and respond to, cybersecurity threats and incidents, including any originating at its third-party providers.
The Company has also appointed a Vice President, Information Technology Infrastructure and Security (the “VP of IT”), who oversees its Information Security Team.
The CIO, who reports to the company’s President and Chief Executive Officer, has served in her role since 2017, and has over 20 years of information technology experience in positions of increasing responsibility.
The VP of IT has served in information technology leadership roles at Snap-on for over 12 years.
In addition to regularly updating senior management on information security matters as part of the Company’s quarterly business review process, the CIO provides a dedicated presentation to the Board of Directors on information security matters at least once per year.
The Company’s Chief Executive Officer and Chief Financial Officer each have many years of experience of managing risk at the Company, including risks arising from cybersecurity threats.
We believe that the CIO, the VP of IT, our other information technology business leaders and members of senior management have the appropriate expertise, background and depth of experience to manage risks arising from cybersecurity threats.
Each business group has a designated information security manager who is responsible for assessing the business unit’s cybersecurity risks and reporting them to the president of the group.
The Company holds quarterly gatherings involving, among others, the CIO, VP of IT, representatives from the legal department, and the information security managers for our operating groups.
In addition, as noted above, cybersecurity considerations related to our business groups are incorporated into the Company’s quarterly business review process, which involves senior management, including the Chief Executive Officer, the Chief Financial Officer, the Vice President, General Counsel and Secretary, the CIO and the VP of IT.
A key part of the Company’s strategy for managing risks from cybersecurity threats is the ongoing assessments and testing of the Company’s practices through auditing, ethical hacking, and other exercises focused on evaluating effectiveness.
The Company regularly engages third parties to assess its information security environment.
The Company’s Internal Audit function also annually evaluates compliance with the Company’s overall information technology policies, and the Vice President of Internal Audit reports the results of these assessments to the Audit Committee.
In addition, the Company has established a data incident response plan, which provides employees with the process and mechanism to report any suspected or confirmed cybersecurity threat or data incident.
The Company’s response to cybersecurity incidents is managed and coordinated by the CIO, in consultation with the Company’s Vice President, General Counsel and Secretary, and, when appropriate, will discuss the situation with the Chief Executive Officer and Chief Financial Officer.
These leaders will determine whether to engage the Company’s Incident Response Team, a cross-functional group led by the CIO that includes the VP of IT, as well as representatives from legal (including the Vice President, General Counsel and Secretary), human resources, treasury, public relations, finance (including the Chief Financial Officer), and affected operations.
The Company’s Information Security Team also promptly takes steps to protect the Company’s systems and information by containing and mitigating the impact of any incident.
The Incident Response Team involves others, as appropriate, including third parties, such as technical consultants and outside legal counsel, and determines when to notify law enforcement or regulatory authorities.
The Incident Response Team also coordinates communications with internal and external stakeholders.
The Incident Response Team leads the materiality assessment with input and guidance from senior management, including the Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer.
In determining materiality, both quantitative and qualitative factors are considered, including the potential impact of the incident on the Company’s operations, competitive position, financial results, reputation, and customer or vendor relationships, as well as the nature of the information potentially exposed and systems impacted.
The Chief Executive Officer informs the Board of Directors and the Audit Committee regarding any significant incidents as well as collaborates on management’s recommendations concerning materiality.
Management also facilitates external communications, as appropriate.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
An excerpt. Shown here: all 0 rewritten, 40 of 47 added and all 0 removed. The counts are complete. For every sentence, read Item 1C. Cybersecurity in the FY2023 filing.
Item 2. Properties
5 rewritten, 1 added, 0 removed, 63 unchanged
Snap-on’s facilities in the United States occupy approximately [removed: 4.1] [added: 4.3] million square feet, of which [removed: 73%] [added: 71%] is owned, including its corporate and general office facility located in Kenosha, Wisconsin.
See Note [removed: 17] [added: 16] to the Consolidated Financial Statements for information on the company’s operating and finance leases.
| [removed: 22] [added: 24] | | | SNAP-ON INCORPORATED | | | | | |
The following table provides information about our corporate headquarters and financial services operations, and each of Snap-on’s principal active manufacturing locations, distribution centers and software development locations (exceeding 50,000 square feet) as of [removed: 2022] [added: 2023] year end:
| | | | [removed: 2022] [added: 2023] ANNUAL REPORT | | | 23 | | |
| Lincolnshire, Illinois | | | | | | Software development | | | | | | Owned | | | | | | RS&I | | |
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
15 rewritten, 15 added, 15 removed, 26 unchanged
Snap-on had [removed: 53,002,580] [added: 52,694,017] shares of common stock outstanding as of [removed: 2022] [added: 2023] year end.
Snap-on’s stock is listed on the New York Stock Exchange under the ticker symbol “SNA.” At February [removed: 3, 2023,] [added: 9, 2024,] there were [removed: 4,113] [added: 3,992] registered holders of Snap-on common stock.
The following chart discloses information regarding the shares of Snap-on’s common stock repurchased by the company during the fourth quarter of fiscal [removed: 2022,] [added: 2023,] all of which were purchased pursuant to the Board’s authorizations that the company has publicly announced.
| Total/Average | | | | | | [removed: 284,000] [added: 217,000] | | | | | | [removed: $229.66] [added: $272.53] | | | | | | [removed: 284,000] [added: 217,000] | | | | | | N/A | | |
[added: |] N/A: Not applicable [added: | | | | | | | | | | | |]
* Subject to further adjustment pursuant to the 1996 Authorization described below, as of December [removed: 31, 2022,] [added: 30, 2023,] the approximate value of shares that may yet be purchased pursuant to the outstanding Board authorizations discussed below is [removed: $362.4] [added: $282.9] million.
| [removed: 24] [added: 26] | | | SNAP-ON INCORPORATED | | | | | |
The following chart discloses information regarding transactions [added: by a counterparty] in shares of Snap-on’s common stock [removed: by Citibank, N.A. (“Citibank”)] during the fourth quarter of [removed: 2022] [added: fiscal 2023] pursuant to a prepaid equity forward agreement (the “Agreement”) [removed: 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 [removed: liabilities, which are impacted by changes in the company’s stock price,] [added: liabilities] increase as the company’s stock price rises and decrease as the company’s stock price declines.
Pursuant to the Agreement, [removed: Citibank] [added: the counterparty] may purchase or sell shares of the company’s common stock [removed: (for Citibank’s account)] [added: for its account] in the market or in privately negotiated transactions.
[removed: The] [added: At termination, the] Agreement [removed: has no stated expiration date] [added: settles in cash] and does not provide for Snap-on to purchase or repurchase its shares.
| | | | [removed: 2022] [added: 2023] ANNUAL REPORT | | | 25 | | |
The graph below illustrates the cumulative total shareholder return on Snap-on common stock since December 31, [removed: 2017,] [added: 2018,] of a $100 investment, assuming that dividends were reinvested quarterly.
[removed: ][added: ]
| December 31, [removed: 2017] [added: 2018] | | | | | | $100.00 | | | | | | $100.00 | | | | | | $100.00 | | |
| 10/01/23 to 10/28/23 | | | | | | 32,000 | | | | | | $252.77 | | | | | | 32,000 | | | | | | $296.3 million | | |
| 10/29/23 to 11/25/23 | | | | | | 86,000 | | | | | | $268.43 | | | | | | 86,000 | | | | | | $275.2 million | | |
| 11/26/23 to 12/30/23 | | | | | | 99,000 | | | | | | $282.48 | | | | | | 99,000 | | | | | | $282.9 million | | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | |
| 10/01/23 to 10/28/23 | | | | | | — | | | | | | — | | |
| 10/29/23 to 11/25/23 | | | | | | (1,000) | | | | | | $252.03 | | |
| 11/26/23 to 12/30/23 | | | | | | 500 | | | | | | $279.25 | | |
| Total/Average | | | | | | (500) | | | | | | $261.10 | | |
| December 31, 2019 | | | | | | $119.54 | | | | | | $129.37 | | | | | | $131.49 | | |
| December 31, 2020 | | | | | | $124.33 | | | | | | $143.68 | | | | | | $155.68 | | |
| December 31, 2021 | | | | | | $160.19 | | | | | | $174.02 | | | | | | $200.37 | | |
| December 31, 2022 | | | | | | $174.47 | | | | | | $164.49 | | | | | | $164.08 | | |
| December 31, 2023 | | | | | | $226.27 | | | | | | $194.31 | | | | | | $207.21 | | |
| 10/02/22 to 10/29/22 | | | | | | 50,000 | | | | | | $216.45 | | | | | | 50,000 | | | | | | $385.6 million | | |
| 10/30/22 to 11/26/22 | | | | | | 87,000 | | | | | | $231.48 | | | | | | 87,000 | | | | | | $387.6 million | | |
| 11/27/22 to 12/31/22 | | | | | | 147,000 | | | | | | $233.07 | | | | | | 147,000 | | | | | | $362.4 million | | |
______________________
Citibank Purchases (Sales) of Snap-on Stock
| 10/02/22 to 10/29/22 | | | | | | — | | | | | | — | | |
| 10/30/22 to 11/26/22 | | | | | | (6,400) | | | | | | $228.61 | | |
| 11/27/22 to 12/31/22 | | | | | | 500 | | | | | | $235.45 | | |
| Total/Average | | | | | | (5,900) | | | | | | $229.11 | | |
| December 31, 2018 | | | | | | $85.15 | | | | | | $86.71 | | | | | | $95.62 | | |
| December 31, 2019 | | | | | | $101.79 | | | | | | $112.17 | | | | | | $125.72 | | |
| December 31, 2020 | | | | | | $105.86 | | | | | | $124.59 | | | | | | $148.85 | | |
| December 31, 2021 | | | | | | $136.40 | | | | | | $150.89 | | | | | | $191.58 | | |
| December 31, 2022 | | | | | | $148.55 | | | | | | $142.63 | | | | | | $156.89 | | |
_______________________________
Item 6. [Reserved]
0 rewritten, 1 added, 1 removed, 6 unchanged
| | | | 2023 ANNUAL REPORT | | | 27 | | |
| 26 | | | SNAP-ON INCORPORATED | | | | | |
Item 9A. Controls and Procedures
9 rewritten, 1 added, 1 removed, 34 unchanged
In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), the company’s management evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of the company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December [removed: 31, 2022.][added: 30, 2023.]
Based upon their evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December [removed: 31, 2022,] [added: 30, 2023,] to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission rules and forms, and to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
There has [removed: not] been [removed: any] [added: no] change in the company’s internal control over financial reporting during the quarter ended December [removed: 31, 2022,] [added: 30, 2023,] that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)).
Based on this assessment, the company’s management believes that, as of December [removed: 31, 2022,] [added: 30, 2023,] our internal control over financial reporting was effective at a reasonable assurance level.
The company’s internal control over financial reporting as of December [removed: 31, 2022,] [added: 30, 2023,] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its attestation report, which is included herein.
| | | | [removed: 2022] [added: 2023] ANNUAL REPORT | | | 53 | | |
We have audited the internal control over financial reporting of Snap-on Incorporated and subsidiaries (the “Company”) as of December [removed: 31, 2022,] [added: 30, 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December [removed: 31, 2022,] [added: 30, 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December [removed: 31, 2022,] [added: 30, 2023,] of the Company and our report dated February [removed: 9, 2023,] [added: 15, 2024,] expressed an unqualified opinion on those financial [removed: statements and included an explanatory paragraph regarding the Company’s adoption of Accounting Standard Update No. 2016-13, *Financial Instruments – Credit Losses* (Topic 326).][added: statements.]
| February 15, 2024 | | | | | | | | |
| February 9, 2023 | | | | | | | | |
Item 9B. Other Information
0 rewritten, 10 added, 1 removed, 0 unchanged
Executive Officer and Director Rule 10b5-1 Trading Arrangements
Historically, the company’s executive officers and directors have entered into Rule 10b5-1 trading arrangements periodically.
Now, in accordance with the new disclosure requirement set forth in Item 408(a) of Regulation S-K, the following table discloses any officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) or director who adopted a contract, instruction or written plan for the sale of securities of the company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the quarterly period ended December 30, 2023:
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Name and Title | | | Type of Plan | | | Adoption Date* | | | Duration or End Date | | | Aggregate Number of Securities to be Sold | | | Description of Trading Arrangement | | |
| Nicholas T. Pinchuk Chairman, President and Chief Executive Officer | | | Rule 10b5-1 trading arrangement | | | October 26, 2023 | | | December 11, 2024 | | | 130,000 | | | Exercises of vested stock options expiring in February 2025, and sales of shares to cover exercise price and estimated tax withholding | | |
| Aldo J. Pagliari Senior Vice President - Finance and Chief Financial Officer | | | Rule 10b5-1 trading arrangement | | | October 24, 2023 | | | February 12, 2025 | | | 34,000 | | | Exercises of vested stock options expiring in February 2025, and sales of shares to cover exercise price and estimated tax withholding | | |
*Trading under the Rule 10b5-1 trading arrangement will not commence until after the applicable waiting period and the conclusion of each officer’s prior Rule 10b5-1 trading arrangement.
Other than as disclosed above, no other officer or director adopted, modified or terminated a contract, instruction or written plan for the purchase or sale of securities of the company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
0 rewritten, 3 added, 0 removed, 2 unchanged
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2023 ANNUAL REPORT | | | 55 | | |
Item 10. Directors, Executive Officers and Corporate Governance
15 rewritten, 1 added, 2 removed, 24 unchanged
Incorporated by reference to the sections entitled “Item 1: Election of Directors,” “Corporate Governance Practices and Board Information” and “Other Information” in Snap-on’s [removed: 2023] [added: 2024] Annual Meeting Proxy Statement, which is expected to be mailed to shareholders on or about March [removed: 10, 2023] [added: 12, 2024] (the [removed: “2023] [added: “2024] Proxy Statement”).
The Section 16(a) filing compliance disclosure pursuant to Item 405 of Regulation S-K is contained in Snap-on’s [removed: 2023] [added: 2024] Proxy Statement in the section entitled “Other Information – Delinquent Section 16(a) Reports,” and is incorporated herein by reference.
Information regarding Snap-on’s executive officers, including their ages, business experience (for at least the last five years) and titles as of December [removed: 31, 2022,] [added: 30, 2023,] is presented below:
Pinchuk* [removed: (76)] [added: (77)] – Chairman of the Board of Directors since 2009, President and Chief Executive Officer since December 2007, and President and Chief Operating Officer during 2007.
Pagliari* [removed: (68)] [added: (69)] – Senior Vice President – Finance and Chief Financial Officer since 2010.
Arregui* [removed: (57)] [added: (58)] – Senior Vice President and President – Commercial Group since 2019.
Banerjee* [removed: (72)] [added: (73)] – Senior Vice President – Human Resources and Chief Development Officer since 2015.
*Iain Boyd* [removed: (60)] [added: (61)] – Vice President – Operations Development since 2015.
Chambers* [removed: (58)] [added: (59)] – Senior Vice President and President – Snap-on Tools Group since 2019.
Lemerand* [removed: (60)] [added: (61)] – Vice President and Chief Information Officer since 2017.
Miller* [removed: (52)] [added: (53)] – Vice President, General Counsel and Secretary since 2018.
Ozolins* [removed: (51)] [added: (52)] – Vice President and Controller since 2021.
Ward* [removed: (70)] [added: (71)] *–* Senior Vice President and President – Repair Systems & Information Group since 2010.
Snap-on has posted a copy of the code of ethics in the “Investors” section [removed: on] [added: of] the company’s website at www.snapon.com.
Snap-on intends to satisfy the disclosure requirements under Item 10 of Form 8-K regarding amendments to, or waivers from, the code of ethics by posting such information in the “Investors” section of [removed: its corporate] [added: the company’s] website at www.snapon.com.
| 56 | | | SNAP-ON INCORPORATED | | | | | |
Associate General Counsel from 2012 to 2018.
| | | | 2022 ANNUAL REPORT | | | 55 | | |
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by Item 11 is contained in Snap-on’s [removed: 2023] [added: 2024] Proxy Statement in the sections entitled “Executive Compensation,” “Board Compensation,” “Compensation Committee Report,” and “Other Information” and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
7 rewritten, 1 added, 2 removed, 12 unchanged
The following table sets forth information about Snap-on’s equity compensation plans at [removed: 2022] [added: 2023] year end:
| Equity compensation plans [added: not] approved by security holders | | | | | | [removed: 2,798,989 (1)] [added: 62,015 (4)] | | | | | | [removed: $164.06 (2)] [added: Not Applicable] | | | | | | [removed: 3,897,146 (3)] [added: \- (5)] | | |
| Equity compensation plans [removed: not] approved by security holders | | | | | | [removed: 58,092 (4)] [added: 2,324,586 (1)] | | | | | | [removed: Not Applicable] [added: $179.53(2)] | | | | | | [removed: \- (5)] [added: 3,380,444 (3)] | | |
(1)Includes (i) [added: stock] options and stock appreciation rights (“SARs”) to acquire [removed: 2,733,876] [added: 2,236,949] shares granted under the 2011 Incentive Stock and Awards Plan (the “2011 Plan”); (ii) [removed: 58,275] [added: 80,623] shares represented by [removed: time-based] restricted stock units granted under the 2011 Plan; and (iii) [removed: 6,838] [added: 7,014] shares represented by deferred share units under the Directors’ Fee Plan.
Excludes [removed: 261,275] [added: 314,451] shares issuable in connection with the vesting of performance share awards under the 2011 Plan.
(3)Includes (i) [removed: 3,122,593] [added: 2,633,565] shares reserved for issuance under the 2011 Plan; (ii) [removed: 195,730] [added: 195,281] shares reserved for issuance under the Directors’ Fee Plan; and (iii) [removed: 578,823] [added: 551,598] shares reserved for issuance under the employee stock purchase plan.
The additional information required by Item 12 is contained in Snap-on’s [removed: 2023] [added: 2024] Proxy Statement in the sections entitled “Executive Compensation,” “Security Ownership of Certain Beneficial Owners and Management,” and “Other Information,” and is incorporated herein by reference.
| Total | | | | | | 2,386,601 | | | | | | $179.53 (2) | | | | | | 3,380,444 (5) | | |
| | | | | | | | | | | | | | | | | | | | | |
| Total | | | | | | 2,857,081 | | | | | | $164.06 (2) | | | | | | 3,897,146 (5) | | |
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 0 unchanged
Incorporated by reference to the sections entitled “Corporate Governance Practices and Board Information – Board Information” and “Other Information – Transactions with the Company” in Snap-on’s [removed: 2023] [added: 2024] Proxy Statement.
Item 14. Principal Accountant Fees and Services
1 rewritten, 1 added, 1 removed, 4 unchanged
Incorporated by reference to the section entitled “Deloitte & Touche LLP Fee Disclosure” in Snap-on’s [removed: 2023] [added: 2024] Proxy Statement.
| | | | 2023 ANNUAL REPORT | | | 57 | | |
| 56 | | | SNAP-ON INCORPORATED | | | | | |
Item 15. (a): Documents Filed as Part of This Report:
17 rewritten, 3 added, 2 removed, 103 unchanged
Unless otherwise indicated, references to “fiscal [removed: 2022”] [added: 2023”] or [removed: “2022”] [added: “2023”] refer to the fiscal year ended December [removed: 31, 2022;] [added: 30, 2023;] references to “fiscal [removed: 2021”] [added: 2022”] or [removed: “2021”] [added: “2022”] refer to the fiscal year ended [removed: January 1,] [added: December 31,] 2022; and references to “fiscal [removed: 2020”] [added: 2021”] or [removed: “2020”] [added: “2021”] refer to the fiscal year ended January [removed: 2, 2021.][added: 1, 2022.]
References to [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] year end refer to December [added: 30, 2023, December] 31, 2022, [added: and] January 1, 2022, [removed: and January 2, 2021,] respectively.
- Consolidated Statements of Earnings for the [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] fiscal years.
- Consolidated Statements of Comprehensive Income for the [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] fiscal years.
- Consolidated Balance Sheets as of [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] year end.
- Consolidated Statements of Equity for the [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] fiscal years.
- Consolidated Statements of Cash Flows for the [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] fiscal years.
| | | | | | | (b) | | | | | | [Bylaws of Snap-on Incorporated, as amended and restated as of [removed: April 6, 2020 (incorporated] [added: April](https://www.sec.gov/Archives/edgar/data/91440/000119312520099701/d898543dex31.htm) [27](https://www.sec.gov/Archives/edgar/data/91440/000119312520099701/d898543dex31.htm)[, 202](https://www.sec.gov/Archives/edgar/data/91440/000119312520099701/d898543dex31.htm)[3](https://www.sec.gov/Archives/edgar/data/91440/000119312520099701/d898543dex31.htm) [(incorporated] by reference to Exhibit 3.1 to Snap-on’s Current Report on Form 8-K dated [removed: April 6, 2020 (Commission] [added: April](https://www.sec.gov/Archives/edgar/data/91440/000119312520099701/d898543dex31.htm) [27](https://www.sec.gov/Archives/edgar/data/91440/000119312520099701/d898543dex31.htm)[, 202](https://www.sec.gov/Archives/edgar/data/91440/000119312520099701/d898543dex31.htm)[3](https://www.sec.gov/Archives/edgar/data/91440/000119312520099701/d898543dex31.htm) [(Commission] File No. 1-7724))](https://www.sec.gov/Archives/edgar/data/91440/000119312520099701/d898543dex31.htm) | | |
| | | | [removed: 2022] [added: 2023] ANNUAL REPORT | | | [removed: 57] [added: 59] | | |
Except for the foregoing, Snap-on and its subsidiaries have no unregistered long-term debt agreement for which the related outstanding debt exceeds 10% of consolidated total assets as of December [removed: 31, 2022.][added: 30, 2023.]
| | | | | | | [removed: (o)(1)] [added: (o)] | | | | | | [removed: [Third] [added: [F](https://www.sec.gov/Archives/edgar/data/91440/000009144023000029/snap-on2023creditagreement.htm)[our](https://www.sec.gov/Archives/edgar/data/91440/000009144023000029/snap-on2023creditagreement.htm)[th] Amended and Restated Five Year Credit [removed: Agreement,] [added: A](https://www.sec.gov/Archives/edgar/data/91440/000009144023000029/snap-on2023creditagreement.htm)[greement,] dated as of September [removed: 16, 2019,](http://www.sec.gov/Archives/edgar/data/91440/000119312519247311/d805398dex101.htm) [by and](http://www.sec.gov/Archives/edgar/data/91440/000119312519247311/d805398dex101.htm) [among] [added: 12, 2023 a](https://www.sec.gov/Archives/edgar/data/91440/000009144023000029/snap-on2023creditagreement.htm)[mong] Snap-on Incorporated and [removed: the] [added: each] lenders and agents listed on the [removed: signature pages] [added: signature](https://www.sec.gov/Archives/edgar/data/91440/000009144023000029/snap-on2023creditagreement.htm) [pages] thereof, and JPMorgan Chase Bank, N.A., Citibank N.A. and U.S. Bank National Association as joint lead [removed: arrangers] [added: arr](https://www.sec.gov/Archives/edgar/data/91440/000009144023000029/snap-on2023creditagreement.htm)[angers] and joint [removed: bookrunners] [added: bookrun](https://www.sec.gov/Archives/edgar/data/91440/000009144023000029/snap-on2023creditagreement.htm)[ners] (incorporated by reference to Exhibit 10.1 to [removed: Snap-on’s] [added: S](https://www.sec.gov/Archives/edgar/data/91440/000009144023000029/snap-on2023creditagreement.htm)[nap-](https://www.sec.gov/Archives/edgar/data/91440/000009144023000029/snap-on2023creditagreement.htm)[on](https://www.sec.gov/Archives/edgar/data/91440/000009144023000029/snap-on2023creditagreement.htm)[’](https://www.sec.gov/Archives/edgar/data/91440/000009144023000029/snap-on2023creditagreement.htm)[s] Current Report on Form 8-K dated September [removed: 16, 2019] [added: 12, 2023] (Commission File No. [removed: 1-7724))](http://www.sec.gov/Archives/edgar/data/91440/000119312519247311/d805398dex101.htm)] [added: 1-7724))](https://www.sec.gov/Archives/edgar/data/91440/000009144023000029/snap-on2023creditagreement.htm)] | | | | | |
| (21) | | | | | | [Subsidiaries of the [removed: Corporation](https://www.sec.gov/Archives/edgar/data/91440/000009144023000005/snafy22ex21.htm)] [added: Corporation](https://www.sec.gov/Archives/edgar/data/91440/000009144024000005/snafy23ex21.htm)] | | | | | | | | | | | |
| (23) | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/91440/000009144023000005/snafy22ex23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/91440/000009144024000005/snafy23ex23.htm)] | | | | | | | | | | | |
| (31.1) | | | | | | [Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/91440/000009144023000005/snafy22ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/91440/000009144024000005/snafy23ex311.htm)] | | | | | | | | | | | |
| (31.2) | | | | | | [Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/91440/000009144023000005/snafy22ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/91440/000009144024000005/snafy23ex312.htm)] | | | | | | | | | | | |
| (32.1) | | | | | | [Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/91440/000009144023000005/snafy22ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/91440/000009144024000005/snafy23ex321.htm)] | | | | | | | | | | | |
| (32.2) | | | | | | [Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/91440/000009144023000005/snafy22ex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/91440/000009144024000005/snafy23ex322.htm)] | | | | | | | | | | | |
| (19) | | | | | | [S](https://www.sec.gov/Archives/edgar/data/91440/000009144024000005/sna_fy23ex19.htm)[nap-on Incorporated Insider Tradi](https://www.sec.gov/Archives/edgar/data/91440/000009144024000005/sna_fy23ex19.htm)[ng Policy](https://www.sec.gov/Archives/edgar/data/91440/000009144024000005/sna_fy23ex19.htm) | | | | | | | | | | | |
| (97) | | | | | | [Snap-on Incorporated Clawback Policy for Erroneously Awarded Compensation](https://www.sec.gov/Archives/edgar/data/91440/000009144024000005/snafy23ex97.htm) | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | (o)(2) | | | | | | [Amendment No. 1, dated as of September 15, 2022, by and among Snap-on Incorporated, the lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the lenders, to Third Amended and Restated Five Year Credit Agreement, dated as of September 16, 2019, by and among Snap-on Incorporated and the lenders and agents listed on the signature pages thereof, and JPMorgan Chase Bank, N.A., Citibank N.A. and U.S. Bank National Association as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.1 to Snap-on’s Quarterly Report on Form 10-Q for the quarterly period ended](https://www.sec.gov/Archives/edgar/data/91440/000009144022000031/q3_fy22xex101.htm) [October 1, 2022 (Commission File No. 1-7724))](https://www.sec.gov/Archives/edgar/data/91440/000009144022000031/q3_fy22xex101.htm) | | | | | |
_______________________________
Item 16. Form 10-K Summary
756 rewritten, 186 added, 163 removed, 1,320 unchanged
| | | | [removed: 2022] [added: 2023] ANNUAL REPORT | | | [removed: 59] [added: 61] | | |
We have audited the accompanying consolidated balance sheets of Snap-on Incorporated and subsidiaries (the “Company”) as of December [removed: 31, 2022] [added: 30, 2023] and [removed: January 1,] [added: December 31,] 2022, the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the three years in the period ended December [removed: 31, 2022,] [added: 30, 2023,] and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December [removed: 31, 2022,] [added: 30, 2023,] and [removed: January 1,] [added: December 31,] 2022, and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 31, 2022,] [added: 30, 2023,] in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December [removed: 31, 2022,] [added: 30, 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 9, 2023,] [added: 15, 2024,] expressed an unqualified opinion on the Company’s internal control over financial reporting.
At December [removed: 31, 2022,] [added: 30, 2023,] these [removed: loans] [added: finance receivables] totaled [removed: $1,793.9] [added: $1,946.1] million with an allowance of [removed: $60.9] [added: $67.8] million recorded against the receivables.
- We tested the completeness and accuracy and evaluated the relevance of the key data used as inputs in management’s allowance for credit losses calculation, including [removed: loan] [added: finance receivables] balances, recoveries, charge-offs, portfolio characteristics and other data.
- We tested the mathematical accuracy of the allowance for credit losses [removed: calculation with the assistance of our credit specialists] and developed an expectation of the allowance for credit losses and compared it to the recorded balance.
| [removed: February 9,] [added: | | | | | |] 2023 | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]
| | | | [removed: 2022] [added: 2023] ANNUAL REPORT | | | [removed: 61] [added: 63] | | |
| *(Amounts in millions, except per share data)* | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Net sales | | | | | | $ | [removed: 4,492.8] [added: 4,730.2] | | | | | $ | [removed: 4,252.0] [added: 4,492.8] | | | | | $ | [removed: 3,592.5] [added: 4,252.0] | |
| Cost of goods sold | | | | | | [removed: (2,311.7)] [added: (2,381.1)] | | | | | | [removed: (2,141.2)] [added: (2,311.7)] | | | | | | [removed: (1,844.0)] [added: (2,141.2)] | | |
| Gross profit | | | | | | [removed: 2,181.1] [added: 2,349.1] | | | | | | [removed: 2,110.8] [added: 2,181.1] | | | | | | [removed: 1,748.5] [added: 2,110.8] | | |
| Operating expenses | | | | | | [removed: (1,239.9)] [added: (1,309.2)] | | | | | | [removed: (1,259.3)] [added: (1,239.9)] | | | | | | [removed: (1,116.6)] [added: (1,259.3)] | | |
| Operating earnings before financial services | | | | | | [removed: 941.2] [added: 1,039.9] | | | | | | [removed: 851.5] [added: 941.2] | | | | | | [removed: 631.9] [added: 851.5] | | |
| Financial services revenue | | | | | | [removed: 349.7] [added: 378.1] | | | | | | 349.7 | | | | | | 349.7 | | |
| Financial services expenses | | | | | | [removed: (83.7)] [added: (107.6)] | | | | | | [removed: (77.7)] [added: (83.7)] | | | | | | [removed: (101.1)] [added: (77.7)] | | |
| Operating earnings from financial services | | | | | | [removed: 266.0] [added: 270.5] | | | | | | [removed: 272.0] [added: 266.0] | | | | | | [removed: 248.6] [added: 272.0] | | |
| Operating earnings | | | | | | [removed: 1,207.2] [added: 1,310.4] | | | | | | [removed: 1,123.5] [added: 1,207.2] | | | | | | [removed: 880.5] [added: 1,123.5] | | |
| Interest expense | | | | | | [removed: (47.1)] [added: (49.9)] | | | | | | [removed: (53.1)] [added: (47.1)] | | | | | | [removed: (54.0)] [added: (53.1)] | | |
| Other income (expense) – net | | | | | | [removed: 42.5] [added: 67.5] | | | | | | [removed: 16.5] [added: 42.5] | | | | | | [removed: 8.7] [added: 16.5] | | |
| Earnings before income taxes and equity earnings | | | | | | [removed: 1,202.6] [added: 1,328.0] | | | | | | [removed: 1,086.9] [added: 1,202.6] | | | | | | [removed: 835.2] [added: 1,086.9] | | |
| Income tax expense | | | | | | [removed: (268.7)] [added: (293.4)] | | | | | | [removed: (247.0)] [added: (268.7)] | | | | | | [removed: (189.1)] [added: (247.0)] | | |
| Earnings before equity earnings | | | | | | [removed: 933.9] [added: 1,034.6] | | | | | | [removed: 839.9] [added: 933.9] | | | | | | [removed: 646.1] [added: 839.9] | | |
| Equity earnings, net of tax | | | | | | — | | | | | | [removed: 1.5] [added: —] | | | | | | [removed: 0.3] [added: 1.5] | | |
| Net earnings | | | | | | [removed: 933.9] [added: 1,034.6] | | | | | | [removed: 841.4] [added: 933.9] | | | | | | [removed: 646.4] [added: 841.4] | | |
| Net earnings attributable to noncontrolling interests | | | | | | [removed: (22.2)] [added: (23.5)] | | | | | | [removed: (20.9)] [added: (22.2)] | | | | | | [removed: (19.4)] [added: (20.9)] | | |
| Net earnings attributable to Snap-on Incorporated | | | | | | $ | [removed: 911.7] [added: 1,011.1] | | | | | $ | [removed: 820.5] [added: 911.7] | | | | | $ | [removed: 627.0] [added: 820.5] | |
| Basic | | | | | | $ | [removed: 17.14] [added: 19.11] | | | | | $ | [removed: 15.22] [added: 17.14] | | | | | $ | [removed: 11.55] [added: 15.22] | |
| Diluted | | | | | | [removed: 16.82] [added: 18.76] | | | | | | [removed: 14.92] [added: 16.82] | | | | | | [removed: 11.44] [added: 14.92] | | |
| Basic | | | | | | [removed: 53.2] [added: 52.9] | | | | | | [removed: 53.9] [added: 53.2] | | | | | | [removed: 54.3] [added: 53.9] | | |
| Effect of dilutive securities | | | | | | 1.0 | | | | | | [removed: 1.1] [added: 1.0] | | | | | | [removed: 0.5] [added: 1.1] | | |
| Diluted | | | | | | [removed: 54.2] [added: 53.9] | | | | | | [removed: 55.0] [added: 54.2] | | | | | | [removed: 54.8] [added: 55.0] | | |
| *(Amounts in millions)* | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Net earnings | | | | | | $ | [removed: 933.9] [added: 1,034.6] | | | | | $ | [removed: 841.4] [added: 933.9] | | | | | $ | [removed: 646.4] [added: 841.4] | |
| Foreign currency translation | | | | | | [removed: (127.4)] [added: 60.7] | | | | | | [removed: (69.4)] [added: (127.4)] | | | | | | [removed: 112.7] [added: (69.4)] | | |
| Reclassification of foreign currency translation loss from sale of equity interest to net earnings | | | | | | — | | | | | | [removed: (1.0)] [added: —] | | | | | | [removed: —] [added: (1.0)] | | |
| Other comprehensive income before reclassifications | | | | | | [removed: —] [added: 60.7] | | | | | | — | | | | | | [removed: 1.4] [added: 19.3] | | | [added: | | | 80.0 | | |]
| Net prior service costs and credits and unrecognized gain (loss) | | | | | | [removed: (92.8)] [added: 26.1] | | | | | | [removed: 85.1] [added: (92.8)] | | | | | | [removed: 3.8] [added: 85.1] | | |
| Income tax benefit (expense) | | | | | | [removed: 23.8] [added: (6.8)] | | | | | | [removed: (18.6)] [added: 23.8] | | | | | | [removed: (0.3)] [added: (18.6)] | | |
| February 15, 2024 | | | | | | | | |
| Other intangible assets – net | | | | | | 268.9 | | | | | | 275.6 | | |
| Net earnings for 2023 | | | | | | — | | | | | | — | | | | | | 1,011.1 | | | | | | — | | | | | | — | | | | | | 23.5 | | | | | | 1,034.6 | | |
| Stock compensation plans | | | | | | — | | | | | | 45.6 | | | | | | — | | | | | | — | | | | | | 107.9 | | | | | | — | | | | | | 153.5 | | |
| Other | | | | | | 0.1 | | | | | | — | | | | | | (3.2) | | | | | | — | | | | | | — | | | | | | (23.6) | | | | | | (26.7) | | |
| Balance at December 30, 2023 | | | | | | $ | 67.5 | | | | | $ | 545.5 | | | | | $ | 6,948.5 | | | | | $ | (449.5) | | | | | $ | (2,040.7) | | | | | $ | 22.1 | | | | | $ | 5,093.4 | |
| Net earnings | | | | | | $ | 1,034.6 | | | | | $ | 933.9 | | | | | $ | 841.4 | |
| *(Amounts in millions)* | | | | | | 2023 | | | | | | 2022 | | |
| Other | | | | | | 202.4 | | | | | | 207.2 | | |
The adoption of this ASU did not have a significant impact on Snap-on’s Consolidated Financial Statements.
In November 2023, the FASB issued ASU No. 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, which requires the disclosure of additional segment information.
In December 2023, the FASB issued ASU No. 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.
ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024.
The guidance is to be applied on a prospective basis with the option to apply the standard retrospectively; this ASU allows for early adoption.
The adoption of this ASU is not expected to have a material impact on Snap-on’s Consolidated Financial Statements.
| *(Amounts in millions)* | | | | | | 2023 | | | | | | 2022 | | |
| Total revenues | | | | | | $ | 5,108.3 | | | | | $ | 4,842.5 | |
The Snap-on Tools Group segment revenues include external net sales, while the Commercial & Industrial Group and the Repair Systems & Information Group segment revenues include both external and intersegment net sales.
| North America* | | | | | | $ | 580.5 | | | | | $ | 1,839.2 | | | | | $ | 1,146.5 | | | | | $ | — | | | | | $ | — | | | | | $ | 3,566.2 | |
| Europe | | | | | | 295.7 | | | | | | 149.7 | | | | | | 243.5 | | | | | | — | | | | | | — | | | | | | 688.9 | | |
| All other | | | | | | 269.4 | | | | | | 99.9 | | | | | | 105.8 | | | | | | — | | | | | | — | | | | | | 475.1 | | |
| External net sales | | | | | | 1,145.6 | | | | | | 2,088.8 | | | | | | 1,495.8 | | | | | | — | | | | | | — | | | | | | 4,730.2 | | |
| Intersegment net sales | | | | | | 312.7 | | | | | | — | | | | | | 285.4 | | | | | | — | | | | | | (598.1) | | | | | | — | | |
| Total net sales | | | | | | 1,458.3 | | | | | | 2,088.8 | | | | | | 1,781.2 | | | | | | — | | | | | | (598.1) | | | | | | 4,730.2 | | |
| Financial services revenue | | | | | | — | | | | | | — | | | | | | — | | | | | | 378.1 | | | | | | — | | | | | | 378.1 | | |
| Total revenue | | | | | | $ | 1,458.3 | | | | | $ | 2,088.8 | | | | | $ | 1,781.2 | | | | | $ | 378.1 | | | | | $ | (598.1) | | | | | $ | 5,108.3 | |
| Vehicle service professionals | | | | | | $ | 82.5 | | | | | $ | 2,088.8 | | | | | $ | 1,495.8 | | | | | $ | — | | | | | $ | — | | | | | $ | 3,667.1 | |
| External net sales | | | | | | 1,145.6 | | | | | | 2,088.8 | | | | | | 1,495.8 | | | | | | — | | | | | | — | | | | | | 4,730.2 | | |
| Intersegment net sales | | | | | | 312.7 | | | | | | — | | | | | | 285.4 | | | | | | — | | | | | | (598.1) | | | | | | — | | |
| Total net sales | | | | | | 1,458.3 | | | | | | 2,088.8 | | | | | | 1,781.2 | | | | | | — | | | | | | (598.1) | | | | | | 4,730.2 | | |
| Financial services revenue | | | | | | — | | | | | | — | | | | | | — | | | | | | 378.1 | | | | | | — | | | | | | 378.1 | | |
| Total revenue | | | | | | $ | 1,458.3 | | | | | $ | 2,088.8 | | | | | $ | 1,781.2 | | | | | $ | 378.1 | | | | | $ | (598.1) | | | | | $ | 5,108.3 | |
SAVTEQ, based in Lexington, Kentucky, provides precise non-contact measuring capabilities.
The goodwill will be deductible for tax purposes.
On November 1, 2023, Snap-on acquired Mountz, Inc. (“Mountz”) for a cash purchase price of $39.6 million.
Mountz, based in San Jose, California, is a leading developer, manufacturer and marketer of high-precision torque tools, including measurement, calibration and documentation products.
The company anticipates completing the purchase accounting for the acquired net assets of Mountz, including intangible assets, in the first half of 2024.
The presentation of Mountz in the accompanying Consolidated Financial Statements has been prepared on a preliminary basis and changes to allocations may occur as fair value estimates of the acquired net assets are determined.
The company does not expect that the goodwill will be deductible for tax purposes.
See Note 7 for additional information on goodwill and other intangible assets.
| | | | | | | | | |
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Change in Accounting Principle
As discussed in Note 4 to the consolidated financial statements, the Company changed its method of accounting for credit losses in the year ended January 2, 2021, due to the adoption of Accounting Standard Update No. 2016-13, *Financial Instruments – Credit Losses* (Topic 326) under the modified retrospective adoption method.
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Unrealized cash flow hedges, net of tax: | | | | | | | | | | | | | | | | | | | | |
| Other intangibles – net | | | | | | 275.6 | | | | | | 301.7 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 28, 2019 | | | | | | $ | 67.4 | | | | | $ | 379.1 | | | | | $ | 4,779.7 | | | | | $ | (507.9) | | | | | $ | (1,309.2) | | | | | $ | 21.7 | | | | | $ | 3,430.8 | |
| Impact of the Credit Loss Standard (ASU No. 2016-13) | | | | | | — | | | | | | — | | | | | | (6.1) | | | | | | — | | | | | | — | | | | | | — | | | | | | (6.1) | | |
| Balance at December 29, 2019 | | | | | | 67.4 | | | | | | 379.1 | | | | | | 4,773.6 | | | | | | (507.9) | | | | | | (1,309.2) | | | | | | 21.7 | | | | | | 3,424.7 | | |
| Net earnings for 2020 | | | | | | — | | | | | | — | | | | | | 627.0 | | | | | | — | | | | | | — | | | | | | 19.4 | | | | | | 646.4 | | |
| Stock compensation plans | | | | | | — | | | | | | 12.6 | | | | | | — | | | | | | — | | | | | | 58.2 | | | | | | — | | | | | | 70.8 | | |
| Other | | | | | | — | | | | | | — | | | | | | (0.4) | | | | | | — | | | | | | — | | | | | | (19.4) | | | | | | (19.8) | | |
| Settlement of treasury lock | | | | | | — | | | | | | — | | | | | | 1.4 | | |
| Proceeds from issuance of long-term debt | | | | | | — | | | | | | — | | | | | | 489.9 | | |
The 2020 fiscal year ended on January 2, 2021 (“2020”) and contained 53 weeks of operating results, with the additional week occurring in the fourth quarter; the impact of the additional week of operations was not material to Snap-on’s 2020 total revenues or net earnings.
| *Notes to Consolidated Financial Statements (continued)* | | | | | | | | |
| Accrued warranty | | | | | | 14.3 | | | | | | 17.3 | | |
| Accrued restructuring expense | | | | | | 2.8 | | | | | | 7.0 | | |
| Other | | | | | | 190.1 | | | | | | 165.3 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| North America* | | | | | | $ | 494.9 | | | | | $ | 1,680.0 | | | | | $ | 896.1 | | | | | $ | — | | | | | $ | — | | | | | $ | 3,071.0 | |
| Europe | | | | | | 325.5 | | | | | | 164.7 | | | | | | 249.7 | | | | | | — | | | | | | — | | | | | | 739.9 | | |
| All other | | | | | | 275.2 | | | | | | 93.9 | | | | | | 72.0 | | | | | | — | | | | | | — | | | | | | 441.1 | | |
| External net sales | | | | | | 1,095.6 | | | | | | 1,938.6 | | | | | | 1,217.8 | | | | | | — | | | | | | — | | | | | | 4,252.0 | | |
| Intersegment net sales | | | | | | 310.7 | | | | | | — | | | | | | 285.3 | | | | | | — | | | | | | (596.0) | | | | | | — | | |
| Total revenue | | | | | | $ | 1,406.3 | | | | | $ | 1,938.6 | | | | | $ | 1,503.1 | | | | | $ | 349.7 | | | | | $ | (596.0) | | | | | $ | 4,601.7 | |
| Vehicle service professionals | | | | | | $ | 99.9 | | | | | $ | 1,938.6 | | | | | $ | 1,217.8 | | | | | $ | — | | | | | $ | — | | | | | $ | 3,256.3 | |
The decrease in the total contract liabilities balance was primarily driven by the timing of cash payments received or due in advance of satisfying Snap-on’s performance obligations.
The following is a summary of the values of the assets acquired and liabilities assumed of Dealer-FX, including adjustments recorded as of December 31, 2022, as a result of new information obtained about facts and circumstances that existed as of the February 26, 2021 acquisition date:
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | Amounts as of | | |
| Assets acquired: | | | | | |
| Cash | | | $ | 0.1 | |
| Deferred income tax assets | | | 16.5 | | |
| Goodwill | | | 118.2 | | |
An excerpt. Shown here: 40 of 756 rewritten, 40 of 186 added and 40 of 163 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary in the FY2023 filing and the FY2022 filing.