SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

July 23, 2010

Mr. Steven J. Ford Vice President and Chief Financial Officer Carlisle Companies Incorporated 13925 Ballantyne Corporate Place, Suite 400 Charlotte, NC  28277
 RE: Carlisle Companies Incorporated
Form 10-K for the Fiscal Ye ar ended December 31, 2009
Forms 10-Q for the Fiscal Qu arters ended March 31, 2010
  Schedule 14A file d on March 18, 2010
  File No. 1-9278

Dear Mr. Ford:
We have reviewed these filings and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments appl y to your facts and circumst ances or do not believe an
amendment is appropriate, please tell us why in your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009

 Item 1 – Business, page 1

Financial Information About Industry Segments, page 2

1. The presentation of total segment EBIT  represents a non-GAAP measure when it
is presented or discussed outside of your SFAS 131 footnote.  As such, you
should ensure either:
(a) it is not presented elsewhere in the filing or
(b) you present the disclosures required by It em 10(e) of Regulation S-K.  Any
disclosures elsewhere in the filing should:
• identify this amount as a non-GAAP performance measure,

Mr. Steven J. Ford
Carlisle Companies Incorporated
July 23, 2010 Page 2 of 5
• present the most directly comparable  GAAP measure with equal or greater
prominence,
• reconcile in sufficient detail fr om the non-GAAP measure to the GAAP
measure,
• explain why your management believes that this measure provides useful
information to investors,
• state how your management uses the non-GAAP measure,
• provide cautionary disclosure that  the non-GAAP measure presented may
not be comparable to similarly titled measures used by other entities and
• state that this non-GAAP measure s hould not be considered as an
alternative to net income, which is  determined in accordance with GAAP.
See also Question 104.04 of our Compliance and Disclosure In terpretations for
Non-GAAP Financial Measures.
 Item 8 – Financial Statements and Supplementary Data, page 37

 Consolidated Statement of Shareholders’ Equity, page 40

2. Please include in future filings a column  showing the changes in the number of
common shares issued, as well as a column  showing the changes in the number of
shares held as treasury stock.
 Note 1 – Summary of Accounting Policies, page 41

 General

3. Please disclose in future filings the types of expenses that you include in the cost
of goods sold line item and th e types of expenses that  you include in the selling
and administrative expenses line item.  Pl ease also disclose whether you include
inbound freight charges, purchasing and receiving costs, inspection costs,
warehousing costs, internal transfer costs,  and the other costs of your distribution
network in the cost of goods sold line item.  With the exception of warehousing
costs, if you currently exclude a portion of these costs from cost of goods sold, please disclose:
• in a footnote the line items that thes e excluded costs are included in and the
amounts included in each line item for each period presented, and
• in MD&A that your gross margins may not  be comparable to those of other
entities, since some entities include all of the costs related to their distribution
network in cost of goods sold and othe rs like you exclude a portion of them
from gross margin, including them instead  in a line item such as selling and
administrative expenses.
Please show us in your supplemental response what the revisions will look like.

Mr. Steven J. Ford
Carlisle Companies Incorporated
July 23, 2010 Page 3 of 5
4. Please disclose in future filings the line item(s) in which you include depreciation and amortization.  If you do not allocat e a portion of your  depreciation and
amortization to cost of goods sold, please also revise your presentation to comply with SAB Topic 11:B, which would include  revising the cost of goods sold title
and removing the gross profit subtotal throughout the filing.  Please show us in your supplemental response what the revisions will look like.

Foreign Currency Translation, page 44

5. Please disclose in future filings the aggr egate amount of transaction gain or loss
included in determining net income for each period presented.  Refer to FASB
ASC 830-20-45-1.

Note 2 – Fire Gain, page 46

6. Please tell us how you classified the in surance proceeds related to the Bowdon,
GA plant fire within your statement of cas h flows.  In doing so, please tell us the
amount of the proceeds included in each  category and how you determined your
classification was appropriate.

Note 9 – Acquisition, page 53

7. Please tell us what consideration you ga ve to presenting the disclosures required
by FASB ASC 805-10-50-2(h).

Note 15 – Earnings Per Share, page 67

8. You disclose that you have excluded the di lutive impact of the unvested restricted
shares and restricted stock units.  Please tell us why you believe the exclusion of these shares from your diluted EPS computa tions is appropriate.  Refer to FASB
ASC 260-10-45-48 and 260-10-45-60B.

Note 17 – Commitments and Contingencies, page 68

9. Please disclose how you account for (a) step rent provisions and escalation
clauses and (b) capital improvement fundi ng and other lease concessions, which
may be present in your leases.  Lease payments that depend on an existing index
or rate, such as the consumer price index or  the prime interest ra te, should also be
included in your minimum lease payments.  If, as we assume, they are taken into
account in computing your minimum leas e payments and the minimum lease
payments are recognized on a straight-line basis over the minimum lease term, the note should so state.  If our assumpti on is incorrect, pleas e tell us how your

Mr. Steven J. Ford
Carlisle Companies Incorporated
July 23, 2010 Page 4 of 5
accounting complies with FASB ASC 840.  Please show us in your supplemental
response what the revisions will look like.
 Note 20 – Fair Value Measurements, page 75

10. Please revise your disclosure in future  filings to present the quantitative
disclosures related to all assets and liabil ities that are measured at fair value on a
non-recurring basis us ing a tabular format.  Refer to FASB ASC 820-10-50-8.
Please show us in your supplemental response what the revisions will look like.

FORM 10-Q FOR THE PERI OD ENDED MARCH 31, 2010
 General

11. Please address the above comments in your in terim filings as well, as applicable.

DEFINITIVE PROXY ON SCHEDULE 14A FILED MARCH 18, 2010
 Board of Directors, page 4

B.  Specific Experience and Skills of Directors, page 8

12. In future filings, please disclose wh ether, and if so how, the nominating
committee (or the board) considers diversity in identifying nominees for director.
If the nominating committee (or the boar d) has a policy with regard to the
consideration of diversity in identifying director nomi nees, describe how this
policy is implemented, as well as how the nominating committee (or the board)
assesses the effectiveness of  its policy.  Refer to Item 407(c)(2)(vi) of Regulation
S-K.
 Executive Compensation Discussion and Analysis, page 17

13. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure
in not necessary and describe the pro cess you undertook to reach that conclusion.

*    *    *    *

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company

Mr. Steven J. Ford
Carlisle Companies Incorporated July 23, 2010 Page 5 of 5   and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

In responding to our comments, please provide a written statement from the
company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in their
filing;

• 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.

You may contact Dorine Mill er, Financial Analyst, at  (202) 551-3711 or, in her
absence, Andrew Schoeffler, Staff Attorney, at (202) 551-3748 if you have any questions regarding legal or disclosure matters.  Pleas e contact Jeffrey Gordon, Staff Accountant, at
(202) 551-3866 or, in his absence, the undersigned at (202) 551-3769 if you have
questions regarding comments on the financia l statements and related matters.

 Sincerely,

 Rufus Decker
 Accounting Branch Chief