UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   October 18, 2018

Snap-on Incorporated
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (262) 656-5200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02         Results of Operations and Financial Condition

On October 18, 2018, Snap-on Incorporated (the “Corporation”) issued a press release announcing results for its third quarter ended September 29, 2018. The text of the press release is furnished herewith as Exhibit 99 to this Current Report on Form 8-K.

The press release contains cautionary statements identifying important factors that could cause actual results of the Corporation to differ materially from those described in any forward-looking statement of the Corporation.



Item 9.01         Financial Statements and Exhibits (furnished pursuant to Item 2.02)

(d) Exhibits

     99               Press Release of Snap-on Incorporated, dated October 18, 2018

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, Snap-on Incorporated has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99

Snap-on Announces Third Quarter 2018 Results

Q3 2018 reported diluted EPS of $2.85, including $0.03 charge related to U.S. tax legislation, up 24.5% from Q3 2017;

Q3 2018 adjusted diluted EPS of $2.88 up 17.6% from Q3 2017;

Q3 2018 operating margin before financial services up 240 basis points on a reported basis and 70 basis points on an adjusted basis, respectively, from Q3 2017

KENOSHA, Wis.--(BUSINESS WIRE)--October 18, 2018--Snap-on Incorporated (NYSE: SNA), a leading global innovator, manufacturer and marketer of tools, equipment, diagnostics, repair information and systems solutions for professional users performing critical tasks, today announced operating results for the third quarter of 2018.

• Net sales of $898.1 million were down $5.7 million, or 0.6%, from 2017 levels, reflecting a $5.4 million, or 0.6%, organic sales gain, $1.4 million of acquisition-related sales and $12.5 million of unfavorable foreign currency translation.
• Operating earnings before financial services for the quarter were $173.1 million or 19.3% of sales. This compared to $152.7 million, or 16.9% of sales, in the third quarter of 2017. The 2017 operating earnings before financial services included a $15.0 million legal charge (the “legal charge”); excluding the legal charge, operating earnings before financial services, as adjusted, in the third quarter of 2017 were $167.7 million, or 18.6% of sales.
• Financial services revenue of $82.0 million in the third quarter of 2018 increased $3.0 million from 2017 levels; financial services operating earnings of $59.3 million increased $3.3 million from $56.0 million last year.
• Consolidated operating earnings totaled $232.4 million, or 23.7% of revenues (net sales plus financial services revenue), which compared to $208.7 million, or 21.2% of revenues, in the third quarter of 2017. Excluding the legal charge, consolidated operating earnings, as adjusted, in the third quarter of 2017 was $223.7 million, or 22.8% of revenues.
• The third quarter 2018 effective income tax rate of 24.0% included a charge of 90 basis points, or $1.8 million, related to newly issued guidance associated with U.S. tax legislation (the “tax charge”). Excluding the tax charge, the effective tax rate, as adjusted, was 23.1%. The third quarter 2017 effective income tax rate was 30.1% and was reduced by 60 bps as a result of the legal charge.
• Reported net earnings in the third quarter of 2018 were $163.2 million, or $2.85 per diluted share, compared to reported net earnings of $133.4 million, or $2.29 per diluted share a year ago. Excluding the tax charge in 2018 and the legal charge in 2017, net earnings, as adjusted, were $165.0 million, or $2.88 per diluted share, in the third quarter of 2018 and $142.7 million, or $2.45 per diluted share, in the third quarter of 2017, respectively.

See “Non-GAAP Measures” below for a definition of, and further explanation about, organic sales and measures, as adjusted, excluding the tax charge and legal charge.

At the beginning of fiscal 2018, Snap-on adopted ASU No. 2017-07, Compensation – Retirement Benefits (Topic 715) – Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The ASU requires changes be applied retrospectively; as such, certain prior year amounts have been adjusted to reflect this adoption and conform to the 2018 presentation.

“Our third quarter results demonstrated encouraging progress on a number of fronts, including higher operating margins and net earnings, broad-based organic sales growth in our Commercial & Industrial Group and incremental improvement in organic sales trends in the Snap-on Tools Group, driven by higher year over year sales in the U.S. franchise operations,” said Nick Pinchuk, Snap-on chairman and chief executive officer. “While we experienced sales turbulence in our Repair Systems & Information Group this quarter, we believe the vehicle repair markets in which we operate remain robust and afford ongoing opportunity. At the same time, in addition to ongoing improvement in earnings and margins, the benefits of our Snap-on Value Creation Processes continue to be realized in a variety of ways. Snap-on was honored again this year with product awards from both MOTOR Magazine and Professional Tool & Equipment News, demonstrating our deep understanding of work through connecting with customers and then translating the insights gained into winning innovations. Finally, our progress in the third quarter would not have been possible without the capability and commitment of our franchisees and associates, and I thank them for their dedication and their contributions.”

Segment Results

Commercial & Industrial Group segment sales of $330.2 million in the quarter increased $15.6 million, or 5.0%, from 2017 levels, reflecting a $20.7 million, or 6.7%, organic sales gain and $1.4 million of acquisition-related sales, partially offset by $6.5 million of unfavorable foreign currency translation. The organic sales increase includes higher sales of power tools, increased sales in the segment’s Asia Pacific operations as well as to customers in critical industries, and slightly higher sales in the segment’s European-based hand tools business.

Operating earnings of $53.0 million in the period increased $2.7 million from 2017 levels, and the operating margin (operating earnings as a percentage of segment sales) of 16.1% improved 10 basis points from 16.0% a year ago.

Snap-on Tools Group segment sales of $389.8 million in the quarter decreased $2.9 million, or 0.7%, from 2017 levels, reflecting a $0.3 million, or 0.1%, organic sales increase, more than offset by $3.2 million of unfavorable foreign currency translation. The organic sales increase includes higher sales in the U.S. franchise operations, largely offset by a decrease in the company’s international franchise operations.

Operating earnings of $59.3 million in the period increased $2.9 million from 2017 levels, and the operating margin of 15.2% improved 80 basis points from 14.4% last year.

Repair Systems & Information Group segment sales of $314.4 million in the quarter decreased $19.1 million, or 5.7%, from 2017 levels, reflecting a $15.9 million, or 4.8%, organic sales decline and $3.2 million of unfavorable foreign currency translation. The organic sales decrease includes lower sales of diagnostics and repair information products to independent repair shop owners and managers and decreased sales to OEM dealerships; sales of undercar equipment were essentially flat.

Operating earnings of $80.7 million in the period decreased $3.1 million from 2017 levels, and the operating margin of 25.7% improved 60 basis points from 25.1% a year ago.

Financial Services operating earnings of $59.3 million on revenue of $82.0 million in the quarter compared to operating earnings of $56.0 million on revenue of $79.0 million a year ago. Originations of $267.0 million in the third quarter decreased $4.8 million, or 1.8%, from 2017 levels.

Corporate expenses of $19.9 million in the quarter compared to $37.8 million last year; the 2017 level included the pre-tax legal charge of $15.0 million.

Outlook

Snap-on expects to make continued progress through the remainder of 2018 along its defined runways for coherent growth, leveraging capabilities already demonstrated in the automotive repair arena and developing and expanding its professional customer base, not only in automotive repair, but in adjacent markets, additional geographies and other areas, including extending in critical industries, where the cost and penalties for failure can be high. In pursuit of these initiatives, Snap-on expects that capital expenditures in 2018 will be in a range of $90 million to $100 million, of which $68.5 million was incurred in the first nine months of the year. Snap-on currently anticipates that its full year 2018 effective income tax rate will be in a range of 24% to 25%.

Conference Call and Webcast on October 18, 2018, at 9:00 a.m. Central Time

A discussion of this release will be webcast on Thursday, October 18, 2018, at 9:00 a.m. Central Time, and a replay will be available for at least 10 days following the call. To access the webcast, visit http://www.snapon.com/sna and click on the link to the webcast. The slide presentation accompanying the call can be accessed under the Downloads tab in the webcast viewer, as well as on the Snap-on website under the tabs Investor Information / Investor Events / Company Presentations.

Non-GAAP Measures

References in this document to “organic sales” refer to sales from continuing operations calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), adjusted to exclude acquisition-related sales and the impact of foreign currency translation. Management evaluates the company’s sales performance based on organic sales growth, which primarily reflects growth from the company’s existing businesses as a result of increased output, customer base and geographic expansion, new product development and/or pricing, and excludes sales contributions from acquired operations the company did not own as of the comparable prior-year reporting period. The company’s organic sales disclosures also exclude the effects of foreign currency translation as foreign currency translation is subject to volatility that can obscure underlying business trends. Management believes that the non-GAAP financial measure of organic sales is meaningful to investors as it provides them with useful information to aid in identifying underlying growth trends in our businesses and facilitating comparisons of our sales performance with prior periods.

For the three and nine months ended September 29, 2018, the company is including net earnings, diluted earnings per share and its effective tax rate, all as adjusted to exclude the impact of $1.8 million and $3.9 million of charges, respectively, related to newly issued guidance associated with the U.S. tax legislation. In addition, for the nine months ended September 29, 2018, the company is including net earnings and diluted earnings per share, both as adjusted to exclude a net gain of $5.5 million ($4.1 million after tax) associated with a treasury lock settlement gain of $13.3 million related to the issuance of debt, partially offset by a $7.8 million expense related to the early extinguishment of debt, both of which were incurred in the three months ended March 31, 2018.

In addition, for the three months ended September 30, 2017, the company is including operating earnings before financial services, consolidated operating earnings, net earnings, and diluted earnings per share, all as adjusted to exclude the impact of a pre-tax $15.0 million charge ($9.3 million after tax) related to a judgment, which is being appealed, in an employment-related litigation matter.

Management believes that these are unusual events and therefore the non-GAAP financial measures adjusted to exclude them provide more meaningful year-over-year comparisons of the company’s 2018 operating performance. For a reconciliation of the adjusted metrics, see “Reconciliation of Non-GAAP Financial Measures” below.

About Snap-on

Snap-on Incorporated is a leading global innovator, manufacturer and marketer of tools, equipment, diagnostics, repair information and systems solutions for professional users performing critical tasks. Products and services include hand and power tools, tool storage, diagnostics software, information and management systems, shop equipment and other solutions for vehicle dealerships and repair centers, as well as for customers in industries, including aviation and aerospace, agriculture, construction, government and military, mining, natural resources, power generation and technical education. Snap-on also derives income from various financing programs to facilitate the sales of its products and support its franchise business. Products and services are sold through the company’s franchisee, company-direct, distributor and internet channels. Founded in 1920, Snap-on is a $3.7 billion, S&P 500 company headquartered in Kenosha, Wisconsin.

Forward-looking Statements

Statements in this news release that are not historical facts, including statements that (i) are in the future tense; (ii) include the words “expects,” “anticipates,” “intends,” “approximates,” or similar words that reference Snap-on or its management; (iii) are specifically identified as forward-looking; or (iv) describe Snap-on’s or management’s future outlook, plans, estimates, objectives or goals, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Snap-on cautions the reader that this news release may contain statements, including earnings projections, that are forward-looking in nature and were developed by management in good faith and, accordingly, are subject to risks and uncertainties regarding Snap-on’s expected results that could cause (and in some cases have caused) actual results to differ materially from those described or contemplated in any forward-looking statement. Factors that may cause the company’s actual results to differ materially from those contained in the forward-looking statements include those found in the company’s reports filed with the Securities and Exchange Commission, including the information under the “Safe Harbor” and “Risk Factors” headings in its Annual Report on Form 10-K for the fiscal year ended December 30, 2017, which are incorporated herein by reference. As Snap-on further evaluates the effects of the new U.S. tax legislation, it may recognize further adjustments. In addition, Snap-on cannot assure that its appeal of the legal matter discussed above will result in diminished liability or a reversal of the legal charge. Snap-on disclaims any responsibility to update any forward-looking statement provided in this news release, except as required by law.

For additional information, please visit www.snapon.com.

Non-GAAP Supplemental Data

The following non-GAAP supplemental data is presented for informational purposes to provide readers with insight into the information used by management for assessing the operating performance of Snap-on Incorporated's ("Snap-on") non-financial services ("Operations") and "Financial Services" businesses.

The supplemental Operations data reflects the results of operations and financial position of Snap-on's tools, diagnostic and equipment products, software and other non-financial services operations with Financial Services on the equity method. The supplemental Financial Services data reflects the results of operations and financial position of Snap-on's U.S. and international financial services operations. The financing needs of Financial Services are met through intersegment borrowings and cash generated from Operations; Financial Services is charged interest expense on intersegment borrowings at market rates. Income taxes are charged to Financial Services on the basis of the specific tax attributes generated by the U.S. and international financial services businesses. Transactions between the Operations and Financial Services businesses were eliminated to arrive at the Condensed Consolidated Financial Statements.

CONTACT:
Snap-on Incorporated
Investors:
Leslie Kratcoski
262/656-6121
or
Media:
Richard Secor
262/656-5561