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corresp

July 8, 2010

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: John Hartz, Senior Assistant Chief Accountant

    Re:

    Gibraltar Industries, Inc.

    Form 10-K for Fiscal Year Ended December 31, 2009

    File No. 0-22462

Dear Mr. Hartz:

     We are submitting this letter in response to your letter dated June 8, 2010 addressed to me as
Senior Vice President and Chief Financial Officer of Gibraltar Industries, Inc. (“Company”). For
your convenience the Staff’s comments are set forth in bold italics followed by our responses.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009

MD&A. Results of Operations, page 27

    l.

    Please revise future annual and quarterly filings to quantify the
impact that changes in volumes sold, selling prices, and product mix
had on net sales during each period presented.

Response

In future annual and quarterly filings, the Company will quantify the impact that changes in
volumes sold, selling prices, and product mix had on net sales during each period presented.

Note 5. Goodwill and Related Intangible Assets. page 59

    2.

    We note that the remaining balance of goodwill and indefinite-lived
intangible assets represent 44% of total assets and 82% of total
equity at December 31, 2009 and 48% of total assets and 85% of total
equity at March 31, 2010. We also note that during significant
portions of these periods, as well as currently, your market
capitalization was and is significantly below your net book value
based on quoted prices of your common stock. Please explain to us how
you determined the significant assumptions underlying your impairment
analyses are reasonable and appropriate. Also, please provide us a
comprehensive explanation and reconciliation of the total estimated
fair values of your reporting units and your current market
capitalization, including factors, such as a control premium, that
support the reasonableness of the fair value estimates in your most
recent impairment analyses.

Response

The Company tests goodwill for impairment on an annual basis as of October 31 and at interim dates
when indicators of impairment are present. The most recent impairment analysis was completed as of
October 31, 2009. As a result of the October 31, 2009 impairment test, the Company recognized a
goodwill impairment charge of $33.5 million for the three months ended December 31, 2009 and
recognized $59.0 million of goodwill impairment charges for the year ended December 31, 2009.

The significant assumptions underlying the Company’s October 31, 2009 impairment analysis included
significant assumptions in both steps one and two of the impairment test. To estimate the fair
value of the reporting units as a part of step one of the impairment test, the Company used two
valuation techniques: an income approach and a market approach. The income approach included a
discounted cash flow model relying on significant assumptions consisting of revenue growth rates
and profit margins based on internal forecasts, terminal value, and the weighted average cost of
capital (“WACC”) used to discount future cash flows. The market approach consisted of applying an
Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) multiple to the
forecasted EBITDA to be generated in 2009 and 2010. The market approach also relied on significant
assumptions consisting of revenue growth rates and profit margins based on internal forecasts and
the EBITDA multiple selected from an analysis of peer companies.

We analyzed third party forecasts of housing starts and other macroeconomic indicators that impact
the Company’s reporting units to provide a reasonable estimate of revenue growth in future periods
as economic activity improves from historic low levels to more historic averages. The analysis
consisted of comparing historical revenue trends for each reporting unit relative to their
correlation between macroeconomic trends as a means of estimating revenues in the long term. We
forecasted profit margins for each reporting unit based on our understanding of the business, our
understanding of historical material price trends and other cost trends, and an analysis of each
reporting unit’s past operating profit margins. The terminal value was estimated based on
forecasted future cash flows in the terminal period and an assumption of cash flow growth equal to
estimated long term gross domestic product growth. The WACC and EBITDA multiples were estimated
based on an analysis of peer companies that we believe to be representative of market participants
in the merger and acquisition market where business combinations take place involving assets
similar to our reporting units. The estimated WACC was established from a standard valuation
method, the capital asset pricing model, based on readily available and current market data of the
peer companies. The estimated EBITDA multiple was established by analyzing each peer companies’
total invested capital in proportion to EBITDA derived from each peer companies’ most recently
reported earnings. The peer companies identified included Beacon Roofing Supply, BlueLinx
Holdings, Builders FirstSource, Griffon Corporation, Masco Corporation, NCI Building Systems,
Reliance Steel, and Worthington Industries. We adjusted the WACC and EBITDA multiples up or down
judgmentally based upon our assessment of each reporting unit’s risk of achieving its forecasts
with consideration given to how each reporting unit has performed historically compared to its
forecasts. Based on the analyses described above and in consideration of our market capitalization
reconciliation further discussed below, we concluded the assumptions underlying step one of our
impairment analysis were reasonable and appropriate.

Step two of the impairment analysis involved estimating the implied fair value of goodwill by
allocating the fair value of each reporting unit to its assets and liabilities other than goodwill
and comparing the implied fair value of goodwill to its carrying value. The step two analyses
relied on a number of significant assumptions to determine the fair value of inventory; property,
plant, and equipment; and intangible assets for each reporting unit. The significant assumptions
used in the determination of the fair value of inventory included the determination of the market
value of raw materials, the estimated costs to complete work-in-process inventory, and the
estimated selling prices for finished goods inventories. The assumptions we employed in
determining the fair values of these inventory components were based primarily on historical gross
margins and selling costs generated by the reporting units and we believe this to be a reasonable
basis for estimating the fair value of inventories as of the impairment test date. The fair value
of property, plant, and equipment was determined using standard valuation methodologies including
market and cost approaches. These valuations were based on market data gathered for similar assets
sold in the markets in which the reporting units’ property, plant, and equipment are located and
based on the highest and best use from a market participant perspective. Third party appraisals
were commissioned where appropriate to assist in  estimating the fair value of the reporting
units’ property, plant, and equipment. The overall condition and age of the assets, current
replacement cost, current market demand for the assets, and other factors were considered in the
determination of the fair value of the assets. The fair value of intangible assets was also
determined using standard valuation methodologies including the “relief-from-royalty” method and
“excess earnings” method. These methods primarily employed the use of future cash flows to
determine the fair value of the applicable intangible assets. The future cash flows used to
determine the fair vales of these intangible assets were derived from step one of the goodwill
impairment analysis as described above. The discount rate used in the valuation of intangible
assets was derived from the WACC used in step one of the goodwill impairment analysis. Based on
the analysis described above, we concluded the assumptions underlying step two of our impairment
analysis were reasonable and appropriate.

In addition to the analyses described above, we performed a reconciliation of the total estimated
fair values of the reporting units to our market capitalization as of October 31, 2009 to support
the reasonableness of the fair value estimates used in our October 31, 2009 impairment analysis.
The following calculation provides this reconciliation and the resulting control premium determined
as of our October 31, 2009 impairment analysis (in thousands):

    Fair Value Per The

    October 31, 2009

    Estimated Market

    Impairment Analysis

    Capitalization

    Estimated Fair Value of Reporting Units

    $
    677,926

    Less: Net Debt as of October 31, 2009

    (245,383
    )

    Shares Outstanding as of October 31, 2009

    30,140

    Average Stock Price from October 26, 2009 to November 9, 2009

    $
    12.36

    Value of Equity

    $
    432,543

    $
    372,530

    Control Premium

    16%

Although the Company’s book value of equity exceeds its market capitalization, we deemed the
control premium as of the October 31, 2009 impairment analysis to be reasonable based upon recent
comparable transactions to acquire the control of similar businesses in our industry. Accordingly,
we concluded the estimated fair value of each reporting unit was reasonably estimated.

When preparing our interim consolidated financial statements on a quarterly basis, we consider
whether indicators of impairment exist, including consideration of the Company’s book value of
equity exceeding its market capitalization. Since our October 31, 2009 impairment analysis, our
stock price appreciated and the average stock price for the two months ended December 31, 2009 and
the three months ended March 31, 2010 both exceeded the average stock price used in the analysis
above. Additionally, we noted no events or circumstances that occurred between October 31, 2009
and March 31, 2010 that would more-likely-than-not reduce the fair value of our reporting units
below their carrying values. Accordingly, we concluded at the end of each of these periods that no
new indicators of impairment existed and, therefore, no interim impairment analyses were necessary
at December 31, 2009 or March 31, 2010.

Note 20. Subsequent Event. page 80

    3.

    We note that the sale of your Processed Metal Products segment was
part of an ongoing strategic plan. Please tell us the specific events
and circumstances that led to the sale of this segment. Please also
explain to us why this segment did not meet the criteria of a
discontinued operation as of December 31, 2009.

Response

The Company’s ongoing strategic plan is to grow its building products business, and as a part of
this strategic plan, we have divested businesses that do not fit our long-term growth objective.
However, as of December 31, 2009, we did not have a Board approved plan to divest of the assets of
our Processed Metal Products segment. The following chronology describes how the transaction to
sell this segment was completed. The Company received an executed letter of intent from the
potential buyer on November 9, 2009 and received an initial draft of a sale agreement on December
4, 2009. On December 21, 2009, the Company sent a mark-up of the draft to the prospective buyer.
As of December 31, 2009, the parties had not discussed, let alone negotiated, settlements of the
many differences (economic and non-economic) identified by the Company’s management in the December
21, 2009 mark-up. Additionally, the Company had not received approval for the proposed transaction
from the Board of Directors as required by the Company’s financial policies and procedures and
customary Company practice for a transaction of this nature. Thus, as of December 31, 2009, many
key aspects of the proposed sale still needed to be negotiated and completed.

On January 14, 2010, the parties met face-to-face for the first time to negotiate settlements of
the then-most-significant contract differences (economic and non-economic) including the purchase
price, the amounts and term of indemnifications, liabilities to be assumed, assets to be sold, and
the terms and compensation for post-closing services to be provided by both parties. On January
21, 2010, Gibraltar’s Board of Directors met and approved the proposed transaction. After January
21, 2010, critical due diligence still needed to be satisfactorily completed. Because the
prospective buyer was a direct competitor, we had intentionally delayed providing the prospective
buyer with specific customer contracts, customer-specific pricing, purchasing contracts, and
supplier costs until after we had a signed contract. On Friday, January 29, 2010, we were still
uncertain of closing on the transaction because of the remaining major differences with non-compete
limitations sought by the buyer, and our tight thresholds for the prospective buyer to walk away
from the deal after reviewing the specific customer contracts, customer-specific pricing,
purchasing contracts, and supplier costs. At the end of January 29, 2010, the parties agreed on
the non-compete provisions and the thresholds outside of which the buyer could walk away from the
transaction after reviewing the customer and purchasing contracts. On January 30, 2010, the
prospective buyer was given access to the final due diligence materials involving specific customer
contracts, customer-specific pricing, purchasing contracts, and supplier costs, and later that day,
decided the information was acceptable and was willing to close.

As the chronology above suggests, there was a great amount of uncertainty as to closing on the sale
of the segment’s assets. And, as of December 31, 2009, we had just begun the preliminary steps to
negotiate the critical transaction details and did not have a significant amount of certainty that
the transaction would close. Additionally, if the sale of the segment’s assets to the prospective
buyer was not completed, management, with the Board of Director’s concurrence, intended to continue
operating the segment’s business for the indefinite future.

We considered the requirements of paragraph 360-10-45-9 of the Financial Accounting Standards
Board’s Accounting Standards Codification to determine whether the Processed Metal Products segment
was a disposal group that met the “held-for-sale” criteria. The points below summarize the
requirements that all must be met to classify a disposal group as “held-for-sale”:

    1.

    Management, having the authority to approve the action, commits to a plan to sell the
disposal group.

    2.

    The disposal group is available for immediate sale in its present condition subject
only to the terms that are usual and customary for sales of disposal groups.

    3.

    An active program to locate a buyer and other actions required to complete the plan to
sell the disposal group have been initiated.

    4.

    The sale of the disposal group is probable, and transfer of the disposal group is
expected to qualify for recognition as a completed sale, within one year, with several
exceptions.

    5.

    The disposal group is being actively marketed for sale at a price that is reasonable in
relation to its current fair value.

    6.

    Actions required to complete the plan indicate that it is unlikely that significant
changes to the plan will be made or that the plan will be withdrawn.

We concluded that the transaction to sell the Processed Metal Products segment did not meet all of
these requirements as of December 31, 2009. Management did not have the authority to approve the
sale of t