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January 11, 2012

VIA EDGAR

Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E., Mail Stop 4631

Washington, D.C.  20549

Re:

Carlisle   Companies Incorporated

Form 10-K   for the Fiscal Year ended December 31, 2010

Form 10-Q   for the Fiscal Quarter ended September 30, 2011

File   No. 1-9278

Dear Mr. Decker:

On behalf of Carlisle Companies Incorporated (the “Company”), we have the following responses to the comments in your comment letter dated December 27, 2011 related to the Company’s Form 10-K for the fiscal year ended December 31, 2010 filed by the Company on February 16, 2011 and the Form 10-Q for the quarter ended September 30, 2011 filed by the Company on October 25, 2011 (Commission File No. 1-9278).

For your convenience, we have included the comments of the staff of the Securities and Exchange Commission (the “Staff”) below in bold with the Company’s corresponding responses following each bold comment.  All terms not defined in our responses have the meanings ascribed to those terms in the related filings.

Form 10-K for the Fiscal 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 the revisions will look like.  These revisions should be included in your future filings, including your interim filings, if applicable.

Management Response:

The responses below include what the associated revisions will look like in the Company’s future filings, including its interim filings, where applicable.

Management’s Discussion and Analysis of Financial Condition, page 16

Liquidity and Capital Resources, page 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 States.  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 foreign countries where the funds are not readily convertible into other foreign currencies, including U.S. dollars.  Please also explain the implications of any such restrictions upon your liquidity; and

·                  Discuss the fact that if the foreign cash and cash equivalents are needed for you 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 Section IV and Financial Reporting Codification 501.06.a.

Management Response:

In future filings, beginning with the Company’s Form 10-K for the year ending December 31, 2011, the Company will include additional disclosures regarding cash located in wholly-owned subsidiaries outside the United States in the Liquidity and Capital Resources discussion in a manner similar to the following:

As of December 31, 2011, the Company had $         million of cash on hand, of which $         million was located in wholly owned subsidiaries of the Company outside the United States.  Cash held by subsidiaries outside the United States is held primarily in the currency of the country in which it is located.  Such cash is used to fund the operating activities of the Company’s foreign subsidiaries and for further investment in foreign operations.  Generally, the Company currently considers such cash to be permanently reinvested in its foreign operations and the Company’s current plans do not demonstrate a need to repatriate such cash to fund its operations and corporate activities in the United States.  Repatriation of cash held by foreign subsidiaries may require the accrual and payment of income taxes in the United States.

In addition, cash held by subsidiaries in China is subject to local laws and regulations that require government approval for conversion of such cash to and from U.S. dollars as well as for transfer of such cash to entities that are outside of China.  As of December 31, 2011, the Company had cash and cash equivalents of $         million located in wholly owned subsidiaries of the Company within China.

In addition, in future filings, beginning with the Company’s Form 10-K for the year ending December 31, 2011, the Company will include additional disclosures regarding cash located in wholly-owned subsidiaries outside the United States in the Cash Management discussion in a manner similar to the following:

In addition, the Company believes that its liquidity and capital resources from U.S. operations are adequate to fund its U.S. operations and corporate activities without a need to repatriate funds held by subsidiaries outside the United States.

Critical Accounting Policies, page 36

Goodwill and Other Intangible Assets, page 37

3.              We note your disclosures regarding your policy for goodwill and other intangible assets.  In the interest of providing readers with better insight into 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 applicable, highlighting the impact 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 value and to the extent that goodwill for these reporting units, in the aggregate or individually, could materially impact your operating results, please provide the following disclosures 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;

·                  A description of the assumptions that drive 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 model 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 this determination.  Please refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of the Financial Reporting Codification for guidance.

Management Response:

In future filings, beginning with the Company’s Form 10-K for the year ending December 31, 2011, the Company will revise its disclosure for goodwill and other intangible assets within Critical Accounting Policies in a manner similar to the following:

Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets are recognized and recorded at their acquisition-date fair values. Intangible assets with indefinite useful lives are not amortized but are tested annually for impairment via a one-step process by comparing the fair value of the intangible asset with its carrying value.  If the intangible asset’s carrying value exceeds its fair value, an impairment charge is recorded in current earnings for the difference.  The Company estimates the fair value of its indefinite-lived intangible assets based on the income approach utilizing the discounted cash flow method.  As of the most recent annual impairment test, all of the Company’s indefinite-lived intangible assets’ fair value exceeded their carrying values by at least 20%.  The Company’s annual testing date for indefinite-lived intangible assets is

October 1.  The Company periodically re-assesses indefinite-lived intangible assets as to whether their useful lives can be determined and if so, begins amortizing any applicable intangible asset.

Goodwill

Goodwill is not amortized but is tested annually for impairment at a reporting unit level.  The Company has determined that its operating segments are its reporting units.  The Company has allocated goodwill to it reporting units as follows:

Goodwill by Reporting Unit

2011

2010

Construction Materials

Transportation Products

Brake and Friction

Interconnect Technologies

Foodservice Products

Total

First, goodwill is tested for impairment by comparing the fair value of the reporting unit with the reporting unit’s carrying amount to identify any potential impairment.  If fair value is determined to be less than carrying value, a second step is used whereby the implied fair value of the reporting unit’s goodwill, determined through a hypothetical purchase price allocation, is compared with the carrying amount of the reporting units’ goodwill.  If the implied fair value of the reporting units’ goodwill is less than its carrying amount, an impairment charge is recorded in current earnings for the difference.  The Company’s annual testing date for goodwill is October 1.  The Company also assesses the recoverability of goodwill more frequently if facts and circumstances indicate goodwill may be impaired.

In its most recent test, the Company estimated the fair value of its reporting units primarily based on the income approach utilizing the discounted cash flow method.  The Company also utilized fair value estimates derived from the market approach utilizing the public company market multiple method to validate the results of the discounted cash flow method, which required it to make assumptions about the applicability of those multiples to its reporting units.  The discounted cash flow method required the Company to estimate future cash flows and discount those amounts to present value.  The key assumptions that drove fair value included:

·                  Industry weighted-average cost of capital (“WACC”): The Company utilized a WACC relative to each reporting unit’s industry as the discount rate for estimated future cash flows.  The WACC is intended to represent a rate of return that would be expected by a market place participant.  The Company utilizes third-party valuation providers to assist management in determining the appropriate WACC by industry.

·                  EBIT margins:  The Company utilized historical and expected EBIT margins, which varied based on the projections of each reporting unit being evaluated.

While the Company believes these assumptions are appropriate, they are subject to uncertainty and by nature include judgments and estimates regarding various factors including the realization of sales price increases, fluctuation in price and availability in key raw materials, and operating efficiencies.  With the exception of the Transportation Products reporting unit, all of the key assumptions and methodologies utilized by the Company in its most recent annual goodwill impairment test did not deviate materially from recent historical results and the Company’s remaining reporting units’ fair values exceeded their carrying value by at least 15%.

With respect to the most recent test of goodwill allocated to the Transportation Products reporting unit of approximately $100 million, the Company estimated that fair value exceeded carrying value by approximately 6%.  The Company’s assumptions specifically include estimates of increased future cash flows to be derived from benefits attributable to the restructuring activities in the Transportation Products reporting unit undertaken in 2009, 2010 and 2011.  These activities include the consolidation of manufacturing capacity and distribution centers in the United States and manufacturing capacity in China, activities to increase production efficiencies at its Jackson, TN start-up tire manufacturing facility, organizational changes and streamlining of administrative functions.  The costs associated with these restructuring activities are not expected to recur in future periods and are expected to result in increased profitability and cash flows in this reporting unit versus recent historical results.  While the Company believes that these assumptions are appropriate, significant changes in the estimated benefits of the restructuring activities, along with revenue growth rates, price and availability of key raw materials, operating efficiencies and discount rates may materially affect the Transportation Products reporting unit’s fair value.  Based on the Company’s sensitivity analysis a 1% increase in the discount rate would reduce estimated fair value by approximately $60 million or a 1% decrease in the EBIT margin assumption would reduce estimated fair value by approximately $70 million, either of which would result in the carrying value exceeding the estimated fair value.  This would require the Company to perform step two of the impairment test described above.

See Note 6 to the Consolidated Financial Statements for more information regarding goodwill.

The Company also intends to continue to monitor the Transportation Products reporting unit’s fair value in future periods and disclose in Results of Operations in the Form 10-K for the year ended December 31, 2011 and in Results of Operations in subsequent filings, as appropriate, that there is a risk of impairment charges in a manner similar to the following:

As of March 31 2012, the carrying value of CTP’s goodwill and intangible assets was $100 million and $2.7 million, respectively. Goodwill and intangible assets with indefinite useful lives are tested at least annually for impairment or when evidence of a potential impairment exists, or more frequently if circumstances indicate a potential impairment exists. The Company did not recognize any goodwill or intangible asset impairment through March, 31, 2012 related to CTP or any of its other reporting units. However, deterioration of the outlook for CTP could potentially result in a future impairment loss within this reporting unit. For additional information, refer to Item 1A of the Company’s 2011 Annual Report on Form 10-K.

Valuation of Long-Lived Assets, page 37

4.              We note your disclosures regarding impairment of long-lived assets.  In the interest of providing the readers with a better insight into management’s judgments in accounting for

long-lived assets, including property and equipment and customer relationship intangible assets please disclose the following:

·                  How you group long-lived assets for impairment and your basis for 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 undiscounted cash flows or fair value.

Management Response:

In future filings, beginning with the Company’s Form 10-K for the year ending December 31, 2011, the Company will revise its disclosure for valuation of long-lived assets in Critical Accounting Policies in a manner similar to the following:

Long-lived assets or asset groups, including amortizable intangible assets, are tested for impairment whenever events or circumstances indicate that the carrying amount of the asset or asset group may not be recoverable.  For purposes of testing for impairment, the Company groups its long-lived assets classified as held and used at