Mail Stop 7010
March 27, 2006
Mr. Martin M. Ellen
Snap-On Incorporated
2801 80th Street
Kenosha, Wisconsin 53143
RE: Snap-On Incorporated
Form 10-K for the fiscal year ended December 31, 2005
Filed February 21, 2006
File #1-7724
Dear Mr. Ellen:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the fiscal year ended December 31, 2005
Item 3. Legal Proceedings, page 18
1. Please provide us with a more comprehensive description of the
claims being brought against you by former dealers. In addition,
based on your current disclosure, it is unclear whether you
believe a
material loss is possible related to this matter. If a material
loss
is reasonably possible, please provide the additional disclosures
required by SAB 5:Y and SFAS 5.
Item 9A. Controls and Procedures, page 46
2. We note your disclosure that your Chief Executive Officer and
Chief Financial Officer concluded that your disclosure controls
and
procedures were effective to ensure that the information required
to
be disclosed in reports filed under the Exchange Act was recorded,
processed, summarized and reported within the specified time
periods.
In future filings, revise to clarify, if true, that your officers
concluded that your disclosure controls and procedures are also
effective for the purpose of ensuring that material information
required to be in this report is made known to management and
others,
as appropriate, to allow timely decisions regarding required
disclosures. Alternatively, you may simply conclude that your
disclosure controls are effective or ineffective, whichever the
case
may be. See Exchange Act Rule 13a-15(e).
Note 2. Summary of Accounting Policies, page 56
Revenue Recognition, page 57
3. With a view towards future disclosure, please provide us with a
more specific and detailed description of your revenue recognition
policy. Please ensure that you include a discussion of your
financing programs and the various channels you utilize to
distribute
your products and services.
Note 4. Inventories, page 61
4. With a view towards future disclosure, please tell us which
inventories are valued using a LIFO basis and which are valued
using
a FIFO basis. If similar materials or products are valued using
two
different inventory policies, please tell us why you have adopted
this practice.
Exhibits 31.2 and 31.2
5. We note that in your certifications where you are instructed to
insert the identity of the certifying individual you include the
title of such individual. This practice is not permissible as the
language of the certifications required by Section 302 of
Sarbanes-
Oxley and our rules under that Section should not be altered in
any
way. The certifying officer is required to certify in their
personal
capacity. Please ensure that in future filings your certification
language conforms exactly to the applicable rules. In addition,
please have your certifying officers supplementally represent to
us
that they are signing all of the certifications in their personal
capacity.
* * * *
Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response. Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review. Please file your
supplemental response on EDGAR as a correspondence file. Please
understand that we may have additional comments after reviewing
your
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
If you have any questions regarding these comments, please
direct them to Tricia Armelin, Staff Accountant, at (202) 551-
3747,
or in her absence, to me at (202) 551-3689.
Sincerely,
John Hartz
Senior Assistant Chief
Accountant
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Mr. Martin M. Ellen
Snap-On Incorporated
March 27, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE