SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

                                                                    December 27, 2011
 Via Facsimile

Mr. Steven J. Ford
Chief Financial Officer Carlisle Companies Incorporated 13925 Ballantyne Corporate Place, Suite 400 Charlotte, North Carolina 28277
 RE: Carlisle Companies Incorporated
Form 10-K for the Year Ended December 31, 2010
Filed February 16, 2011 Form 10-Q for the Period Ended September 30, 2011 Filed October 25, 2011 File No. 1-9278

Dear Mr. Ford:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  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 apply to your facts and circum stances, 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, 2010

 General

 1. Where a comment below requests additional disclosures or other revisions to be made, please
show us in your supplemental response what th e revisions will look lik e.  These revisions
should be included in your future filings, in cluding your interim filings, if applicable.

Mr. Steven J. Ford
Carlisle Companies Incorporated December 27, 2011 Page 2
 Management’s Discussion and Analys is of Financial Condition, page 16

 Liquidity and Capital Resources, 31

 Sources and Uses of Cash, page 31

 2. You indicate that $56.1 million of your cash on hand was located in wholly-owned
subsidiaries outside the United Stat es.  Please address the following:

 Disclose whether your cash on hand outside the United States is held in foreign
currencies or U.S. dollars;
 Quantify the amount of cash held in forei gn countries where the funds are not readily
convertible into other foreign currencies, incl uding U.S. dollars.  Please also explain the
implications of any such rest rictions upon your liquidity; and
 Discuss the fact that if the foreign cash  and cash equivalents are needed for your
operations in the U.S. you would be required to  accrue and pay U.S. taxes to repatriate
these funds.  Disclose if it is  your intent is to permanently  reinvest these foreign amounts
outside the U.S. and whether your current plans do not demonstrate a need to repatriate
the foreign amounts to fund your U.S. operations

Refer to Item 303(a)(1) of Regulation S-K, SEC Release 33-8350 Sec tion IV and Financial
Reporting Codification 501.06.a.
 Critical Accounting Policies, page 36

Goodwill and Other Intangible Assets, page 37
   3. We note your disclosures regarding your polic y for goodwill and other intangible assets.  In
the interest of providi ng readers with better insight in to management’s judgments in
accounting for goodwill, please disclose the following:

 Identify the reporting unit(s)  to which goodwill applies and
 Explain how the assumptions and methodologies in the current year have changed since
the prior year, if appli cable, highlighting the im pact of any changes.

In any event, if any of your  reporting units have estimated  fair values that are not
substantially in excess of the carrying valu e and to the extent that goodwill for these
reporting units, in the aggregat e or individually, could materi ally impact your operating
results, please provide the following disc losures for each of these reporting units:

 Identify the reporting unit;
 The percentage by which fair value exceeds the carrying value as of the most-recent step-
one test;
 The amount of goodwill;

Mr. Steven J. Ford
Carlisle Companies Incorporated December 27, 2011 Page 3
  A description of the assumptions that  drive the estimated fair value;
 A discussion of the uncertainty associated  with the key assumptions.  For example,
assuming you use a discounted cash flow model,  to the extent that you have included
assumptions in your discounted cash flow m odel that materially deviates from your
historical results, please include a discussion of these assumptions; and
 A discussion of any potential events and/or circumstances that could have a negative
effect on the estimated fair value.

If you have determined that the estimated fair value substantially exceeds the carrying value for all of your reporting units, please disclose th is determination.  Please refer to Item 303 of
Regulation S-K and Sections 216 and 501.14 of the Financial Reporting Codification for
guidance.
 Valuation of Long-Lived Assets, page 37

 4. We note your disclosures regarding impairment of  long-lived assets.  In the interest of
providing readers with a better insight into management’s judgments in accounting for long-
lived assets, including property and equipment and customer rela tionships intangible assets,
please disclose the following:
 How you group long-lived assets for impairment and your basis for that determination;
 How you determine when long-lived assets  should be tested for impairment;
 How frequently you evaluate for the types of events and circumstances that may indicate
impairment; and
 The carrying value of any long- lived assets or asset groups for which the carrying value
is close to corresponding undiscoun ted cash flows or fair value.
 Financial Statements

 Notes to the Financial Statements

Note 9 – Acquisitions
 5. You allocated $216.5 million, which represents ap proximately 52% of the total purchase
price, to goodwill in your purchase price allocation for the acquisition of the Hawk Corporation during 2010.  In 2011, you allocated $46.7 million, which represents approximately 39% of the total purchase pr ice, to goodwill for the acquisition of PDT
Phoenix GmbH.  Please expand your  disclosures to provide a co mprehensive discussion of
why a significant portion of the purchase price was allocated to goodwill.  Your disclosure
should fully explain to investors why you were willing to pay a purchase price that resulted
in a significant amount of goodwill being recogn ized.  Refer to ASC 805-30-50-1(a).  Please
also tell us the process you go through to ensure  that you have identified all intangible assets
acquired.  Refer to ASC 805-20-25.

Mr. Steven J. Ford
Carlisle Companies Incorporated December 27, 2011 Page 4
 6. In connection with your acquisition of the Hawk Corporation in 2010, you recorded $46.8
million of customer relationships intangible assets, which are being amortized over fifteen to sixteen years.  It appears in other acquisiti ons, you have recorded customer relationships
intangible assets which are be ing amortized up to twenty year s.  Please help us understand
how you arrive at the appropria te amortization periods based on your consideration of ASC
350-30-35-1 through 5.  Please also  provide us with a break down of the total amount of
customer relationships intangible assets reco rded by amortization period as of September 30,
2011, December 31, 2010, and December 31, 2009.
 Note 15 - Commitments and Contingencies, page 76

 Litigation, page 77

7. You indicate that from time to time you may be  involved in various other legal actions
arising in the normal course of business.  You disclosed that in the opinion of management,
the ultimate outcome will not have a material ad verse effect on your consolidated financial
position, but may have a material impact on your re sults of operations for a particular period.
Please revise your disclosure to also address the expected impact on your cash flows as well
as whether you considered the matters in the aggregate in addition to  individually in making
these determinations.  Please tell us how you de termined that the ultimate outcome will not
have a material adverse effect on your financia l position, but may have a material impact on
your results of operations.
 8. If there is at least a reasonable possibility that a loss exceeding amounts already recognized
may have been incurred for any of your matters, including the matter with the U.S.
Immigration and Customs Enforcement Office of Investigations, please either disclose an
estimate (or, if true, state that the estimate is immaterial in lieu  of providing quantified
amounts) of the additional loss or range of loss,  or state that such an estimate cannot be
made.  You may provide your disclosures on an aggregated basis.  Please refer to ASC 450-
20-50.

If you conclude that you cannot estimate the re asonably possible addition al loss or range of
loss, please supplementally: (1) explain to us the procedures you undertake on a quarterly
basis to attempt to develop a range of reasonabl y possible loss for disclosure and (2) for each
material matter, what specif ic factors are causing the inab ility to estimate and when you
expect those factors to be alle viated.  We recognize that ther e are a number of uncertainties
and potential outcomes associated with loss conti ngencies.  Nonetheless, an effort should be
made to develop estimates for purposes of di sclosure, including determining which of the
potential outcomes are reasonabl y possible and what the reason ably possible range of losses
would be for those reasonably possible outcomes.
9. For the matter with the U.S. Im migration and Customs Enforcem ent Office of Investigations,
please also address the expected  effect of the matter on your results of operations and cash
flows.

Mr. Steven J. Ford
Carlisle Companies Incorporated December 27, 2011 Page 5
 10. SAB Topic 5:Y states that pr oduct and environmental remedia tion liabilities are of such
significance that detailed disc losures regarding the judgmen ts and assumptions underlying
the recognition and measurement of the liabiliti es are necessary to inform readers fully
regarding the range of reasonabl y possible outcomes that could have a material effect on your
financial condition, results of ope rations, or liquidity.  You have been named as a defendant
in lawsuits in various state courts in which pl aintiffs have alleged in jury due to exposure to
asbestos-containing brakes.  You believe that the resolution of your remaining pending
asbestos claims will not have a material im pact on your financial condition, results of
operations, or cash flows although these matters  could result in you being subject to
monetary damages, costs or expenses, and char ges against earnings in  particular periods
based on your ongoing evaluation.  Please help us better understand how you determined that additional disclosures regarding these matters , including those called for by SAB Topic 5:Y
do not need to be provided.  Specifically, please provide us with  additional background
regarding any remaining outstanding matters a nd your basis for determ ining that they will
not have a material impact on your financial co ndition, results of operations, or cash flows.
  Form 10-Q for the Period Ended September 30, 2011

General

11. Please address the above comments in your in terim filings as well, as applicable.
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the 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.

Mr. Steven J. Ford
Carlisle Companies Incorporated December 27, 2011 Page 6
 You may contact Ernest Greene, Staff Acc ountant at (202) 551- 3733 or Nudrat Salik,
Staff Accountant at (202) 551-3692 if you ha ve questions regarding these comments.
         S i n c e r e l y ,

/s/ Rufus Decker
         R u f u s  D e c k e r
       A c c o u n t i n g  B r a n c h  C h i e f