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ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018
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Delaware
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31‑1168055
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(State of incorporation)
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(I.R.S. Employer I.D. No)
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(480) 781-5000
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(Telephone Number)
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16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254
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(Address of principal executive office)
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Title of each class
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Name of each exchange on which registered
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Common stock, $1 par value
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New York Stock Exchange
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Preferred Stock Purchase Rights, $1 par value
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New York Stock Exchange
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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Page
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•
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Standard accounts receivable payment terms of 45 days to 90 days.
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•
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Standard accounts payable payment terms of 30 days to 60 days.
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•
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Inventories are maintained in sufficient quantities to meet forecasted demand.
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•
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Maintain its above average margin profile;
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•
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Capture significant after market opportunities as buildings in the US approach “re-roofing” vintage;
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•
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Further expand our presence in niche high-growth and high-margin opportunities of the building envelope via liquid applied roofing and spray foam polyurethanes;
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•
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Expand internationally, especially into Europe where there is a large market to displace traditional asphalt roofing with EPDM roofing; and
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•
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Expand our presence in the metal roofing market.
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•
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Capture market share based on labor and energy efficiency;
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•
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Leverage the Carlisle Experience to create the preferred choice through operational excellence;
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•
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Continued development of proprietary, differentiated products;
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•
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Utilize training to drive a culture of continuous learning that creates brand loyalty; and
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•
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Focus mergers and acquisitions on synergistic building envelope opportunities.
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•
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Standard accounts receivable payment terms of 30 days to 90 days.
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•
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Standard accounts payable payment terms of 30 days to 60 days.
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•
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Inventories are maintained in sufficient quantities to meet forecasted demand. The majority of CIT’s sales are from made‑to‑order products, resulting in inventories purchased on demand.
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•
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Increasing content per aircraft across a wide range of products;
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•
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Being present on all key aircraft platforms; and
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•
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Further expanding content per aircraft into passenger cabins, flight deck, and aircraft control systems.
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•
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Capitalizing on growing spend on medical equipment and technology, driven by an aging population in key regions, and increasing preference for minimally invasive procedures by patients, hospitals and insurance providers; and
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•
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Growth in the attractive electrosurgical segment by leveraging current technology and customer relationships and making targeted acquisitions to grow in the high-potential cardiovascular monitoring devices market.
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•
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Increase seat content per aircraft across all product groups
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•
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Build and convert medical original equipment manufacturers ("OEM") project pipeline;
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•
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Establish new OEM relationships and drive new product development in test and measurement;
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•
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Ensure organization alignment is market focused to drive accelerated organic growth; and
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•
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Focus merger and acquisition efforts on commercial aerospace, medical technologies and test and measurement end markets
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•
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Standard accounts receivable payment terms of 30 days to 90 days.
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•
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Standard accounts payable payment terms of 30 days to 60 days.
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•
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Inventories are maintained in sufficient quantities to meet forecasted demand.
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•
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Growing sales of core spray guns in automotive OEM and automotive refinishing markets by capitalizing on strong brand recognition and solid customer advocacy among key automotive OEMs; and
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•
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Further expanding in mixing, metering, and dispensing viscous liquids or powder coating equipment through our energy efficient pumps, leveraging those pumps to support core spray gun sales and expand in adjacent markets.
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•
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Leveraging the CFT brand and distribution in Asia;
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•
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Scaling the powder business outside of Europe;
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•
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Expanding pump sales in the attractive reciprocating pumps market;
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•
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Entering the market for fast-set applications such as foam and polyurethane; and
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•
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Expanding into sealants and adhesives.
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•
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Expand global distribution network by developing partners in growing regions and markets;
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•
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Expand product portfolio by quickly launching new products in adjacent markets;
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•
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Fill gaps in existing product portfolio;
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•
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Increase market share by driving deep customer relationships and operational excellence; and
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•
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Focus merger and acquisition efforts on targets that precisely deliver fluid management solutions.
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•
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Standard accounts receivable payment terms of 30 days to 90 days.
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•
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Standard accounts payable payment terms of 30 days to 90 days.
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•
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Inventories are maintained in sufficient quantities to meet forecasted demand.
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•
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Increase presence through capitalizing on global acceleration of growth in served regions;
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•
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Product innovation by leveraging substantial research and development capabilities;
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•
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Increase differentiated technology via expansion of carbon technology;
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•
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Provide innovative highly-engineered vehicle solutions; and
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•
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Operational excellence through facility rationalization, COS and automation.
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Location
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Number of Agreements
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Number of
Employees Represented
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Expiration Date
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CIT - China
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2
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3,071
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December 2019
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CIT - Mexico
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1
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900
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N/A
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CBF - Italy
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3
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298
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December 2018
December 2019
December 2020
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(1)
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CCM - Germany
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2
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143
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May 2020
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CCM - Netherlands
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1
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119
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June 2019
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CBF - United Kingdom
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1
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109
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N/A
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CIT - Switzerland
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1
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78
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N/A
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CFT - Germany
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1
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30
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N/A
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CFT - Mexico
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1
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17
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December 2020
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CCM - United States
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1
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12
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June 2020
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(1)
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The agreement between CBF and its employees that expired in December 2018 is currently in negotiation for renewal.
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Number of Facilities
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Square Footage
(in millions)
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|||||||||||||||||
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North America
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Europe
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Asia
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Other
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Total
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Owned
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Leased
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|||||||
Carlisle Construction Materials
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49
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10
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—
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—
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59
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5.1
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1.2
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Carlisle Interconnect Technologies
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20
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3
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12
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—
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35
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0.6
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1.0
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Carlisle Fluid Technologies
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3
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2
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2
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1
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8
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0.4
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0.1
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Carlisle Brake and Friction
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4
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2
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4
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—
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10
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1.0
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0.5
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Totals
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76
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|
|
17
|
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18
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1
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112
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7.1
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2.8
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(1)
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Represents the remaining total number of shares that can be repurchased under the Company’s stock repurchase programs.
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(in millions except for per share data)
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2018
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2017
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2016
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2015
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2014
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||||||||||
Summary of Operations
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Revenues
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$
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4,479.5
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$
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3,750.8
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$
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3,425.2
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$
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3,300.6
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$
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2,959.8
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Gross margin
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$
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1,174.7
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$
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1,048.3
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$
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1,086.4
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$
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941.3
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$
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750.5
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Selling and administrative expenses
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$
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625.4
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$
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532.9
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$
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495.4
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$
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426.5
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$
|
341.0
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Research and development expenses
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$
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55.1
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$
|
51.3
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|
$
|
45.4
|
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$
|
39.9
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|
|
$
|
31.4
|
|
Operating income
|
|
$
|
509.0
|
|
|
$
|
464.0
|
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$
|
404.2
|
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$
|
477.5
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$
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381.1
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||||||||||
Income from continuing operations
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$
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358.6
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$
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340.6
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$
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231.1
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$
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302.6
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$
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233.9
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Income from discontinued operations
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252.5
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24.9
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|
19.0
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17.1
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17.4
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|||||
Net income
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$
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611.1
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$
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365.5
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$
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250.1
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|
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$
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319.7
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$
|
251.3
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||||||||||
Basic earnings per share:
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||||||||||
Income from continuing operations
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$
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5.92
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|
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$
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5.36
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$
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3.57
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$
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4.63
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|
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$
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3.62
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Income from discontinued operations
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4.17
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|
0.39
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|
|
0.29
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|
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0.26
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|
|
0.27
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|
|||||
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$
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10.09
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|
|
$
|
5.75
|
|
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$
|
3.86
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|
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$
|
4.89
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|
|
$
|
3.89
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|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
5.88
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|
|
$
|
5.32
|
|
|
$
|
3.53
|
|
|
$
|
4.56
|
|
|
$
|
3.55
|
|
Income from discontinued operations
|
|
4.14
|
|
|
0.39
|
|
|
0.29
|
|
|
0.26
|
|
|
0.27
|
|
|||||
|
|
$
|
10.02
|
|
|
$
|
5.71
|
|
|
$
|
3.82
|
|
|
$
|
4.82
|
|
|
$
|
3.82
|
|
Financial Position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
|
$
|
5,249.2
|
|
|
$
|
5,299.8
|
|
|
$
|
3,965.8
|
|
|
$
|
3,950.9
|
|
|
$
|
3,754.9
|
|
Long-term debt
|
|
$
|
1,587.8
|
|
|
$
|
1,586.2
|
|
|
$
|
596.4
|
|
|
$
|
595.6
|
|
|
$
|
746.0
|
|
Other Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends paid
|
|
$
|
93.5
|
|
|
$
|
92.1
|
|
|
$
|
84.5
|
|
|
$
|
72.3
|
|
|
$
|
61.2
|
|
Dividends paid per share
|
|
$
|
1.54
|
|
|
$
|
1.44
|
|
|
$
|
1.30
|
|
|
$
|
1.10
|
|
|
$
|
0.94
|
|
•
|
Driving above-market organic growth;
|
•
|
Utilizing Carlisle Operating System ("COS") consistently to drive efficiencies and operating leverage;
|
•
|
Building scale with synergistic acquisitions;
|
•
|
Continuing to invest in and develop exceptional talent; and
|
•
|
Deploying capital into capital expenditures, share repurchases and dividends.
|
•
|
Achieving 7.2% organic revenue growth, in excess of our long-term growth target of 5%
|
•
|
Maintaining strong price discipline across businesses, leading to positive realization for the year
|
•
|
Delivering cost savings of 1.5% of revenue through COS
|
•
|
Completing approximately $70 million of restructuring actions instituted over the last two years at Carlisle Interconnect Technologies ("CIT"), Carlisle Fluid Technologies ("CFT") and Carlisle Brake & Friction ("CBF")
|
•
|
Reshaping our portfolio with the sale of Carlisle FoodService Products ("CFS") for $758.0 million in early 2018 and making strategic acquisitions, including the recently announced acquisition of Petersen Aluminum Corporation ("Petersen")
|
•
|
Leveraging our strong cash flow and balance sheet by deploying over $550 million into record share repurchases and dividends paid, more than half-way to our stated objective of deploying $1 billion into share repurchases under Vision 2025
|
(in millions, except per share amounts)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
|
$
|
4,479.5
|
|
|
$
|
3,750.8
|
|
|
$
|
3,425.2
|
|
Impairment charges
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
141.5
|
|
Operating income
|
|
$
|
509.0
|
|
|
$
|
464.0
|
|
|
$
|
404.2
|
|
Operating margin percentage
|
|
11.4
|
%
|
|
12.4
|
%
|
|
11.8
|
%
|
|||
Income from continuing operations
|
|
$
|
358.6
|
|
|
$
|
340.6
|
|
|
$
|
231.1
|
|
Income from discontinued operations
|
|
$
|
252.5
|
|
|
$
|
24.9
|
|
|
$
|
19.0
|
|
Diluted earnings per share attributable to common shares:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
5.88
|
|
|
$
|
5.32
|
|
|
$
|
3.53
|
|
Income from discontinued operations
|
|
$
|
4.14
|
|
|
$
|
0.39
|
|
|
$
|
0.29
|
|
|
|
|
|
|
|
|
||||||
Items affecting comparability: (1)
|
|
|
|
|
|
|
||||||
Impact to operating income
|
|
$
|
32.6
|
|
|
$
|
47.7
|
|
|
$
|
23.8
|
|
Impact to income from continuing operations
|
|
$
|
21.3
|
|
|
$
|
(14.4
|
)
|
|
$
|
15.7
|
|
Impact to diluted EPS from continuing operations
|
|
$
|
0.34
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.25
|
|
(1)
|
Items affecting comparability primarily include acquisition related costs, exit and disposal costs, facility rationalization costs, litigation settlement costs, gains from divestitures and the impact of the Tax Act. The tax effect is based on the rate of the jurisdiction where the expense is deductible. Refer to Items Affecting Comparability in this MD&A for further discussion.
|
(in millions)
|
|
2018
|
|
2017
|
|
Change
|
|
%
|
|
Acquisition
Effect
|
|
Price / Volume
Effect
|
|
Exchange
Rate Effect
|
||||||||||
Revenues
|
|
$
|
4,479.5
|
|
|
$
|
3,750.8
|
|
|
$
|
728.7
|
|
|
19.4
|
%
|
|
11.2
|
%
|
|
7.8
|
%
|
|
0.4
|
%
|
(in millions)
|
|
2017
|
|
2016
|
|
Change
|
|
%
|
|
Acquisition
Effect
|
|
Price / Volume
Effect
|
|
Exchange
Rate Effect
|
||||||||||
Revenues
|
|
$
|
3,750.8
|
|
|
$
|
3,425.2
|
|
|
$
|
325.6
|
|
|
9.5
|
%
|
|
4.4
|
%
|
|
5.2
|
%
|
|
(0.1
|
)%
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
United States
|
|
$
|
3,461.3
|
|
|
77
|
%
|
|
$
|
2,860.4
|
|
|
76
|
%
|
|
$
|
2,604.0
|
|
|
76
|
%
|
International:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Europe
|
|
443.5
|
|
|
|
|
|
402.5
|
|
|
|
|
|
378.4
|
|
|
|
|
|||
Asia
|
|
306.5
|
|
|
|
|
|
267.0
|
|
|
|
|
|
237.3
|
|
|
|
|
|||
Canada
|
|
112.1
|
|
|
|
|
|
83.3
|
|
|
|
|
|
74.1
|
|
|
|
|
|||
Mexico and Latin America
|
|
72.0
|
|
|
|
|
|
71.1
|
|
|
|
|
|
72.3
|
|
|
|
|
|||
Middle East and Africa
|
|
46.8
|
|
|
|
|
|
40.8
|
|
|
|
|
|
40.7
|
|
|
|
|
|||
Other
|
|
37.3
|
|
|
|
|
|
25.7
|
|
|
|
|
|
18.4
|
|
|
|
|
|||
Total International
|
|
1,018.2
|
|
|
23
|
%
|
|
890.4
|
|
|
24
|
%
|
|
821.2
|
|
|
24
|
%
|
|||
Revenues
|
|
$
|
4,479.5
|
|
|
|
|
|
$
|
3,750.8
|
|
|
|
|
|
$
|
3,425.2
|
|
|
|
|
(in millions)
|
|
2018
|
|
2017
|
|
Change
|
|
%
|
|||||||
Gross margin
|
|
$
|
1,174.7
|
|
|
$
|
1,048.3
|
|
|
$
|
126.4
|
|
|
12.1
|
%
|
Gross margin percentage
|
|
26.2
|
%
|
|
27.9
|
%
|
|
|
|
|
|||||
Depreciation and amortization
|
|
$
|
96.4
|
|
|
$
|
85.1
|
|
|
|
|
|
(in millions)
|
|
2017
|
|
2016
|
|
Change
|
|
%
|
|||||||
Gross margin
|
|
$
|
1,048.3
|
|
|
$
|
1,086.4
|
|
|
$
|
(38.1
|
)
|
|
(3.5
|
)%
|
Gross margin percentage
|
|
27.9
|
%
|
|
31.7
|
%
|
|
|
|
|
|||||
Depreciation and amortization
|
|
$
|
85.1
|
|
|
$
|
75.5
|
|
|
|
|
|
(in millions)
|
|
2018
|
|
2017
|
|
Change
|
|
%
|
|||||||
Selling and administrative expenses
|
|
$
|
625.4
|
|
|
$
|
532.9
|
|
|
$
|
92.5
|
|
|
17.4
|
%
|
As a percentage of revenues
|
|
14.0
|
%
|
|
14.2
|
%
|
|
|
|
|
|||||
Depreciation and amortization
|
|
$
|
87.5
|
|
|
$
|
59.9
|
|
|
|
|
|
(in millions)
|
|
2017
|
|
2016
|
|
Change
|
|
%
|
|||||||
Selling and administrative expenses
|
|
$
|
532.9
|
|
|
$
|
495.4
|
|
|
$
|
37.5
|
|
|
7.6
|
%
|
As a percentage of revenues
|
|
14.2
|
%
|
|
14.5
|
%
|
|
|
|
|
|||||
Depreciation and amortization
|
|
$
|
59.9
|
|
|
$
|
52.3
|
|
|
|
|
|
(in millions)
|
|
2018
|
|
2017
|
|
Change
|
|
%
|
|||||||
Research and development expenses
|
|
$
|
55.1
|
|
|
$
|
51.3
|
|
|
$
|
3.8
|
|
|
7.4
|
%
|
As a percentage of revenues
|
|
1.2
|
%
|
|
1.4
|
%
|
|
|
|
|
|||||
Depreciation and amortization
|
|
$
|
1.6
|
|
|
$
|
1.3
|
|
|
|
|
|
(in millions)
|
|
2017
|
|
2016
|
|
Change
|
|
%
|
|||||||
Research and development expenses
|
|
$
|
51.3
|
|
|
$
|
45.4
|
|
|
$
|
5.9
|
|
|
13.0
|
%
|
As a percentage of revenues
|
|
1.4
|
%
|
|
1.3
|
%
|
|
|
|
|
|||||
Depreciation and amortization
|
|
$
|
1.3
|
|
|
$
|
0.9
|
|
|
|
|
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Impairment charges
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
141.5
|
|
As a percentage of revenues
|
|
—
|
%
|
|
—
|
%
|
|
4.1
|
%
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Other operating (income) expense, net
|
|
$
|
(14.8
|
)
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
Items affecting comparability (1)
|
|
$
|
(4.1
|
)
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
(1)
|
Items affecting comparability include (gains) losses on sale of assets and litigation settlement costs, refer to Items Affecting Comparability.
|
(in millions)
|
|
2018
|
|
2017
|
|
Change
|
|
%
|
|||||||
Operating income
|
|
$
|
509.0
|
|
|
$
|
464.0
|
|
|
$
|
45.0
|
|
|
9.7
|
%
|
Operating margin percentage
|
|
11.4
|
%
|
|
12.4
|
%
|
|
|
|
|
(in millions)
|
|
2017
|
|
2016
|
|
Change
|
|
%
|
|||||||
Operating income
|
|
$
|
464.0
|
|
|
$
|
404.2
|
|
|
$
|
59.8
|
|
|
14.8
|
%
|
Operating margin percentage
|
|
12.4
|
%
|
|
11.8
|
%
|
|
|
|
|
(in millions)
|
|
2018
|
|
2017
|
|
Change
|
|
%
|
|||||||
Interest expense
|
|
$
|
64.7
|
|
|
$
|
34.0
|
|
|
|
|
|
|||
Interest income
|
|
(11.2
|
)
|
|
(0.5
|
)
|
|
|
|
|
|||||
Interest expense, net
|
|
$
|
53.5
|
|
|
$
|
33.5
|
|
|
$
|
20.0
|
|
|
59.7
|
%
|
(in millions)
|
|
2017
|
|
2016
|
|
Change
|
|
%
|
|||||||
Interest expense
|
|
$
|
34.0
|
|
|
$
|
31.9
|
|
|
|
|
|
|||
Interest income
|
|
(0.5
|
)
|
|
(1.3
|
)
|
|
|
|
|
|||||
Interest expense, net
|
|
$
|
33.5
|
|
|
$
|
30.6
|
|
|
$
|
2.9
|
|
|
9.5
|
%
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Other non-operating (income) expense, net
|
|
$
|
9.6
|
|
|
$
|
1.5
|
|
|
$
|
(5.6
|
)
|
Items affecting comparability (1)
|
|
$
|
7.7
|
|
|
$
|
4.2
|
|
|
$
|
(0.5
|
)
|
(1)
|
Items affecting comparability include income tax related indemnification losses and (gains) losses on divestitures, refer to Items Affecting Comparability.
|
(in millions)
|
|
2018
|
|
2017
|
|
Change
|
|
%
|
|||||||
Provision for income taxes
|
|
$
|
87.3
|
|
|
$
|
88.4
|
|
|
$
|
(1.1
|
)
|
|
(1.2
|
)%
|
Effective tax rate
|
|
19.6
|
%
|
|
20.6
|
%
|
|
|
|
|
(in millions)
|
|
2017
|
|
2016
|
|
Change
|
|
%
|
|||||||
Provision for income taxes
|
|
$
|
88.4
|
|
|
$
|
148.1
|
|
|
$
|
(59.7
|
)
|
|
(40.3
|
)%
|
Effective tax rate
|
|
20.6
|
%
|
|
39.1
|
%
|
|
|
|
|
(in millions)
|
|
2018
|
|
2017
|
|
Change
|
|
%
|
|||||||
Income from discontinued operations before taxes
|
|
$
|
300.1
|
|
|
$
|
39.6
|
|
|
|
|
|
|
|
|
(Benefit) provision for income taxes
|
|
47.6
|
|
|
14.7
|
|
|
|
|
|
|
|
|||
Income from discontinued operations
|
|
$
|
252.5
|
|
|
$
|
24.9
|
|
|
$
|
227.6
|
|
|
914.1
|
%
|
(in millions)
|
|
2017
|
|
2016
|
|
Change
|
|
%
|
|||||||
Income from discontinued operations before taxes
|
|
$
|
39.6
|
|
|
$
|
30.2
|
|
|
|
|
|
|||
(Benefit) provision for income taxes
|
|
14.7
|
|
|
11.2
|
|
|
|
|
|
|||||
Income from discontinued operations
|
|
$
|
24.9
|
|
|
$
|
19.0
|
|
|
$
|
5.9
|
|
|
31.1
|
%
|
(in millions)
|
|
2018
|
|
2017
|
|
Change
|
|
%
|
|
Acquisition
Effect
|
|
Price / Volume Effect
|
|
Exchange
Rate Effect
|
||||||||||
Revenues
|
|
$
|
2,880.3
|
|
|
$
|
2,336.2
|
|
|
$
|
544.1
|
|
|
23.3
|
%
|
|
17.9
|
%
|
|
5.1
|
%
|
|
0.3
|
%
|
Operating income
|
|
$
|
435.4
|
|
|
$
|
421.9
|
|
|
$
|
13.5
|
|
|
3.2
|
%
|
|
|
|
|
|
|
|||
Operating margin percentage
|
|
15.1
|
%
|
|
18.1
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
77.9
|
|
|
$
|
41.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Items affecting comparability (1)
|
|
$
|
0.4
|
|
|
$
|
9.5
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Items affecting comparability include acquisition related costs ($2.2 million in 2018 and $9.5 million in 2017) and gain from divestitures ($(1.8) million in 2018), refer to Items Affecting Comparability.
|
(in millions)
|
|
2017
|
|
2016
|
|
Change
|
|
%
|
|
Acquisition
Effect
|
|
Price / Volume
Effect
|
|
Exchange
Rate Effect
|
||||||||||
Revenues
|
|
$
|
2,336.2
|
|
|
$
|
2,052.6
|
|
|
$
|
283.6
|
|
|
13.8
|
%
|
|
5.1
|
%
|
|
8.6
|
%
|
|
0.1
|
%
|
Operating income
|
|
$
|
421.9
|
|
|
$
|
430.3
|
|
|
$
|
(8.4
|
)
|
|
(2.0
|
)%
|
|
|
|
|
|
|
|||
Operating margin percentage
|
|
18.1
|
%
|
|
21.0
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
41.9
|
|
|
$
|
35.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Items affecting comparability (1)
|
|
$
|
9.5
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Items affecting comparability include acquisition related costs ($9.5 million in 2017), refer to Items Affecting Comparability.
|
(in millions)
|
|
2018
|
|
2017
|
|
Change
|
|
%
|
|
Acquisition
Effect
|
|
Price / Volume
Effect
|
|
Exchange
Rate Effect
|
||||||||||
Revenues
|
|
$
|
933.8
|
|
|
$
|
815.3
|
|
|
$
|
118.5
|
|
|
14.5
|
%
|
|
0.3
|
%
|
|
14.0
|
%
|
|
0.2
|
%
|
Operating income
|
|
$
|
117.3
|
|
|
$
|
89.5
|
|
|
$
|
27.8
|
|
|
31.1
|
%
|
|
|
|
|
|
|
|||
Operating margin percentage
|
|
12.6
|
%
|
|
11.0
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
58.3
|
|
|
$
|
55.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Items affecting comparability (1)
|
|
$
|
9.2
|
|
|
$
|
18.0
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Items affecting comparability include exit and disposal and facility rationalization costs ($8.2 million in 2018 and $18.0 million in 2017), acquisition related costs ($0.1 million in 2018), litigation settlement costs ($2.5 million in 2018) and gains from divestitures ($(1.6) million in 2018) refer to Items Affecting Comparability.
|
(in millions)
|
|
2017
|
|
2016
|
|
Change
|
|
%
|
|
Acquisition
Effect
|
|
Price / Volume
Effect
|
|
Exchange
Rate Effect
|
||||||||||
Revenues
|
|
$
|
815.3
|
|
|
$
|
834.6
|
|
|
$
|
(19.3
|
)
|
|
(2.3
|
)%
|
|
5.4
|
%
|
|
(7.6
|
)%
|
|
(0.1
|
)%
|
Operating income
|
|
$
|
89.5
|
|
|
$
|
143.9
|
|
|
$
|
(54.4
|
)
|
|
(37.8
|
)%
|
|
|
|
|
|
|
|||
Operating margin percentage
|
|
11.0
|
%
|
|
17.2
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
55.8
|
|
|
$
|
48.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Items affecting comparability (1)
|
|
$
|
18.0
|
|
|
$
|
14.9
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Items affecting comparability include exit and disposal and facility rationalization costs ($18.0 million in 2017 and $11.3 million in 2016) and acquisition related costs ($3.6 million in 2016), refer to Items Affecting Comparability.
|
(in millions)
|
|
2018
|
|
2017
|
|
Change
|
|
%
|
|
Acquisition
Effect
|
|
Price / Volume
Effect
|
|
Exchange
Rate Effect
|
||||||||||
Revenues
|
|
$
|
291.6
|
|
|
$
|
281.4
|
|
|
$
|
10.2
|
|
|
3.6
|
%
|
|
—
|
%
|
|
2.4
|
%
|
|
1.2
|
%
|
Operating income
|
|
$
|
37.1
|
|
|
$
|
16.1
|
|
|
$
|
21.0
|
|
|
130.4
|
%
|
|
|
|
|
|
|
|||
Operating margin percentage
|
|
12.7
|
%
|
|
5.7
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
22.9
|
|
|
$
|
23.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Items affecting comparability (1)
|
|
$
|
(0.1
|
)
|
|
$
|
12.6
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Items affecting comparability include exit and disposal and facility rationalization costs ($3.1 million in 2018 and $12.6 million in 2017) and gains from divestitures ($(3.2) million in 2018), refer to Items Affecting Comparability.
|
(in millions)
|
|
2017
|
|
2016
|
|
Change
|
|
%
|
|
Acquisition
Effect
|
|
Price / Volume
Effect
|
|
Exchange
Rate Effect
|
||||||||||
Revenues
|
|
$
|
281.4
|
|
|
$
|
269.4
|
|
|
$
|
12.0
|
|
|
4.5
|
%
|
|
0.5
|
%
|
|
5.4
|
%
|
|
(1.4
|
)%
|
Operating income
|
|
$
|
16.1
|
|
|
$
|
31.2
|
|
|
$
|
(15.1
|
)
|
|
(48.4
|
)%
|
|
|
|
|
|
|
|||
Operating margin percentage
|
|
5.7
|
%
|
|
11.6
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
23.0
|
|
|
$
|
20.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Items affecting comparability (1)
|
|
$
|
12.6
|
|
|
$
|
4.2
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Items affecting comparability include exit and disposal and facility rationalization costs ($12.6 million in 2017 and $4.1 million in 2016) and acquisition related costs ($0.1 million in 2016), refer to Items Affecting Comparability.
|
(in millions)
|
|
2018
|
|
2017
|
|
Change
|
|
%
|
|
Acquisition
Effect
|
|
Price / Volume
Effect
|
|
Exchange
Rate Effect
|
||||||||||
Revenues
|
|
$
|
373.8
|
|
|
$
|
317.9
|
|
|
$
|
55.9
|
|
|
17.6
|
%
|
|
—
|
%
|
|
16.1
|
%
|
|
1.5
|
%
|
Operating income
|
|
$
|
(0.8
|
)
|
|
$
|
2.6
|
|
|
$
|
(3.4
|
)
|
|
(130.8
|
)%
|
|
|
|
|
|
|
|||
Operating margin percentage
|
|
(0.2
|
)%
|
|
0.8
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
23.5
|
|
|
$
|
23.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Items affecting comparability (1)
|
|
$
|
19.8
|
|
|
$
|
5.1
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Items affecting comparability include exit and disposal and facility rationalization costs ($19.8 million in 2018 and $5.1 million in 2017), refer to Items Affecting Comparability.
|
(in millions)
|
|
2017
|
|
2016
|
|
Change
|
|
%
|
|
Acquisition
Effect
|
|
Price / Volume
Effect
|
|
Exchange
Rate Effect
|
||||||||||
Revenues
|
|
$
|
317.9
|
|
|
$
|
268.6
|
|
|
$
|
49.3
|
|
|
18.4
|
%
|
|
—
|
%
|
|
18.5
|
%
|
|
(0.1
|
)%
|
Impairment charges
|
|
$
|
—
|
|
|
$
|
141.5
|
|
|
$
|
(141.5
|
)
|
|
(100.0
|
)%
|
|
|
|
|
|
|
|||
Operating income
|
|
$
|
2.6
|
|
|
$
|
(135.9
|
)
|
|
$
|
138.5
|
|
|
101.9
|
%
|
|
|
|
|
|
|
|||
Operating margin percentage
|
|
0.8
|
%
|
|
(50.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
23.0
|
|
|
$
|
20.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Items affecting comparability (1)
|
|
$
|
5.1
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Items affecting comparability include exit and disposal and facility rationalization costs ($5.1 million in 2017), refer to Items Affecting Comparability.
|
(in millions)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Europe
|
|
$
|
39.3
|
|
|
$
|
38.1
|
|
North America (excluding U.S.)
|
|
28.6
|
|
|
20.7
|
|
||
China
|
|
28.6
|
|
|
17.6
|
|
||
Asia Pacific (excluding China)
|
|
19.5
|
|
|
21.0
|
|
||
Other international regions
|
|
—
|
|
|
1.0
|
|
||
International cash and cash equivalents
|
|
116.0
|
|
|
98.4
|
|
||
U.S. cash and cash equivalents
|
|
687.6
|
|
|
279.9
|
|
||
Total cash and cash equivalents
|
|
$
|
803.6
|
|
|
$
|
378.3
|
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by operating activities
|
|
$
|
339.2
|
|
|
$
|
458.7
|
|
|
$
|
531.2
|
|
Net cash provided by (used in) investing activities
|
|
629.2
|
|
|
(1,094.3
|
)
|
|
(293.4
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(540.7
|
)
|
|
627.2
|
|
|
(261.1
|
)
|
|||
Effect of foreign currency exchange rate changes on cash
|
|
(1.1
|
)
|
|
2.7
|
|
|
(2.1
|
)
|
|||
Change in cash and cash equivalents
|
|
$
|
426.6
|
|
|
$
|
(5.7
|
)
|
|
$
|
(25.4
|
)
|
(in millions)
|
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
Long-term debt
|
|
$
|
1,600.0
|
|
|
$
|
—
|
|
|
$
|
250.0
|
|
|
$
|
—
|
|
|
$
|
350.0
|
|
|
$
|
—
|
|
|
$
|
1,000.0
|
|
Interest on long-term debt (1)
|
|
368.6
|
|
|
63.7
|
|
|
63.7
|
|
|
50.9
|
|
|
49.8
|
|
|
36.5
|
|
|
104.0
|
|
|||||||
Noncancelable operating leases
|
|
48.5
|
|
|
16.7
|
|
|
10.8
|
|
|
6.8
|
|
|
4.9
|
|
|
4.2
|
|
|
5.1
|
|
|||||||
Estimated workers' compensation claims (2)
|
|
22.6
|
|
|
4.6
|
|
|
2.5
|
|
|
1.7
|
|
|
1.8
|
|
|
1.7
|
|
|
10.3
|
|
|||||||
Estimated defined benefit plan payments (3)
|
|
256.6
|
|
|
14.4
|
|
|
14.5
|
|
|
13.7
|
|
|
13.6
|
|
|
13.6
|
|
|
186.8
|
|
|||||||
Total commitments
|
|
$
|
2,296.3
|
|
|
$
|
99.4
|
|
|
$
|
341.5
|
|
|
$
|
73.1
|
|
|
$
|
420.1
|
|
|
$
|
56.0
|
|
|
$
|
1,306.2
|
|
(1)
|
Future expected interest payments are calculated based on the stated rate for fixed rate debt as of December 31, 2018.
|
(2)
|
The amount of $22.6 million in obligations for workers compensation claims reflects undiscounted estimated claims reported to the Company and incurred but not yet reported. Our estimate and the related timing is based upon actuarial assumptions and loss development factors and historical loss experience. We maintain occurrence‑based insurance coverage with certain insurance carriers in accordance with our risk management practices that provides for reimbursement of workers’ compensation claims in excess of $0.5 million. We record a recovery receivable from the insurance carriers when such recovery is deemed probable based on the nature of the claim and history of recoveries. As of December 31, 2018, we had a recovery receivable of $6.6 million. Refer to Note 17 for further information.
|
(3)
|
The amount of $256.6 million in defined benefit plan payments reflects undiscounted and unescalated estimated employee obligations under the Company’s domestic qualified defined benefit pension plans. The estimated obligation is based upon plan provisions, increases to compensation levels and actuarial assumptions and mortality rate trends. Approximately $225.5 million of the $256.6 million in estimated obligations reflects projected benefit obligations under the Company’s qualified defined benefit plans. We maintain a trust in which plan assets of the trust are expected to fully fund the Company’s projected benefit obligations for its qualified defined benefit plans based upon their fair value measurement as of December 31, 2018, and expected return on assets. Refer to Note 15 for further information.
|
Asset/Liability
|
|
Typical Valuation Technique
|
|
Key Assumptions
|
Technology-based intangible assets
|
|
Relief from royalty method
|
|
- Estimated future revenues from acquired technology
- Royalty rates that would be paid if licensed from a third-party
- Discount rates
|
Customer-based intangible assets
|
|
Multiple-period excess earnings method
|
|
- Estimated future revenues from existing customers
- Rates of customer attrition
- Discount rates
- Contributory asset charges
|
Trademark/trade name intangible assets
|
|
Relief from royalty method
|
|
- Estimated future revenues from acquired trademark/trade name
- Economic useful lives (definite vs. indefinite)
- Royalty rates that would be paid if licensed from a third-party
- Discount rates
|
Property, plant & equipment
|
|
Market comparable transactions (real property) and replacement cost new less economic deprecation (personal property)
|
|
- Similarity of subject property to market comparable transactions
- Costs of like equipment in new condition
- Economic obsolescence rates
|
Inventory
|
|
Net realizable value less (i) estimated costs of completion and disposal and (ii) a reasonable profit allowance for the seller
|
|
- Estimated percentage complete (WIP inventory)
- Estimated selling prices
- Estimated completion and disposal costs
- Estimated profit allowance for the seller
|
Contingent Consideration
|
|
Discounted future cash flows
|
|
- Future revenues and/or net earnings
- Discount rates
|
•
|
Industry weighted-average cost of capital (“WACC”): We utilize 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.
|
•
|
Revenue growth rates: We utilize a revenue growth rate based on historical growth patterns, industry analysis and management’s experience, which vary based on the reporting unit being evaluated.
|
•
|
Operating margins: We utilize historical and expected operating margins, which vary based on the projections of each reporting unit being evaluated.
|
(in millions)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Carlisle Construction Materials
|
|
$
|
532.8
|
|
|
$
|
544.3
|
|
Carlisle Interconnect Technologies
|
|
643.1
|
|
|
640.3
|
|
||
Carlisle Fluid Technologies
|
|
169.5
|
|
|
171.0
|
|
||
Carlisle Brake & Friction
|
|
96.4
|
|
|
96.5
|
|
||
Total
|
|
$
|
1,441.8
|
|
|
$
|
1,452.1
|
|
•
|
Determination of whether revenue is earned at a "point-in-time" or "over time": Where contracts provide for the manufacture of highly-customized products with no alternative use and provide CIT the right to payment for work performed to date, including a normal margin for that effort, we have concluded those contracts require the recognition of revenue over time.
|
•
|
Measurement of revenue using the key inputs of expected gross margin and inventory in our possession: We utilize an estimate of expected gross margin based on historical margin patterns and management’s experience, which vary based on the customers and end markets being evaluated. We have grouped the estimates of expected margin into three primary categories: (1) commercial aerospace, (2) test and measurement and (3) medical. We review the margins for these categories as contracts, customers and product profiles change over time to ensure that the margin expectations reflect the best available data for each category.
|
(in millions, except per share amounts)
|
|
2018
|
||||||||||
|
Impact to
Operating Income
|
|
Impact to Income from Continuing Operations
|
|
Impact to Diluted EPS
|
|||||||
Exit and disposal costs
|
|
$
|
17.9
|
|
|
$
|
13.5
|
|
|
$
|
0.22
|
|
Other facility rationalization costs
|
|
13.2
|
|
|
9.8
|
|
|
0.16
|
|
|||
Acquisition related costs:
|
|
|
|
|
|
|
||||||
Inventory step-up amortization
|
|
1.0
|
|
|
0.8
|
|
|
0.01
|
|
|||
Other acquisition costs
|
|
4.6
|
|
|
3.5
|
|
|
0.06
|
|
|||
Litigation settlement losses (gains)
|
|
2.5
|
|
|
1.9
|
|
|
0.03
|
|
|||
Gains from divestitures
|
|
(6.6
|
)
|
|
(4.9
|
)
|
|
(0.08
|
)
|
|||
Tax reform benefit
|
|
—
|
|
|
(3.3
|
)
|
|
(0.06
|
)
|
|||
Total items affecting comparability
|
|
$
|
32.6
|
|
|
$
|
21.3
|
|
|
$
|
0.34
|
|
|
|
2017
|
||||||||||
(in millions, except per share amounts)
|
|
Impact to
Operating Income |
|
Impact to Income from Continuing Operations
|
|
Impact to Diluted EPS
|
||||||
Exit and disposal costs
|
|
$
|
26.8
|
|
|
$
|
18.5
|
|
|
$
|
0.29
|
|
Other facility rationalization costs
|
|
9.7
|
|
|
7.0
|
|
|
0.11
|
|
|||
Acquisition related costs:
|
|
|
|
|
|
|
||||||
Inventory step-up amortization
|
|
7.7
|
|
|
4.8
|
|
|
0.07
|
|
|||
Other acquisition costs
|
|
3.5
|
|
|
2.8
|
|
|
0.05
|
|
|||
Indemnification losses
|
|
—
|
|
|
4.6
|
|
|
0.07
|
|
|||
Losses from divestitures
|
|
—
|
|
|
0.5
|
|
|
0.01
|
|
|||
Tax reform benefit
|
|
—
|
|
|
(52.6
|
)
|
|
(0.82
|
)
|
|||
Total items affecting comparability
|
|
$
|
47.7
|
|
|
$
|
(14.4
|
)
|
|
$
|
(0.22
|
)
|
|
|
2016
|
||||||||||
(in millions, except per share amounts)
|
|
Impact to
Operating Income |
|
Impact to Income from Continuing Operations
|
|
Impact to Diluted EPS
|
||||||
Exit and disposal costs
|
|
$
|
15.5
|
|
|
$
|
10.6
|
|
|
$
|
0.16
|
|
Other facility rationalization costs
|
|
3.7
|
|
|
2.7
|
|
|
0.05
|
|
|||
Acquisition related costs:
|
|
|
|
|
|
|
||||||
Inventory step-up amortization
|
|
2.0
|
|
|
1.2
|
|
|
0.02
|
|
|||
Other acquisition costs
|
|
2.9
|
|
|
1.8
|
|
|
0.03
|
|
|||
Gains from divestitures
|
|
(0.3
|
)
|
|
(0.6
|
)
|
|
(0.01
|
)
|
|||
Total items affecting comparability
|
|
$
|
23.8
|
|
|
$
|
15.7
|
|
|
$
|
0.25
|
|
|
|
Years Ended December 31,
|
||||||||||
(in millions, except per share amounts)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
|
$
|
4,479.5
|
|
|
$
|
3,750.8
|
|
|
$
|
3,425.2
|
|
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
3,304.8
|
|
|
2,702.5
|
|
|
2,338.8
|
|
|||
Selling and administrative expenses
|
|
625.4
|
|
|
532.9
|
|
|
495.4
|
|
|||
Research and development expenses
|
|
55.1
|
|
|
51.3
|
|
|
45.4
|
|
|||
Impairment charges
|
|
—
|
|
|
—
|
|
|
141.5
|
|
|||
Other operating (income) expense, net
|
|
(14.8
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
|||
Operating income
|
|
509.0
|
|
|
464.0
|
|
|
404.2
|
|
|||
Interest expense, net
|
|
53.5
|
|
|
33.5
|
|
|
30.6
|
|
|||
Other non-operating (income) expense, net
|
|
9.6
|
|
|
1.5
|
|
|
(5.6
|
)
|
|||
Income from continuing operations before income taxes
|
|
445.9
|
|
|
429.0
|
|
|
379.2
|
|
|||
Provision for income taxes
|
|
87.3
|
|
|
88.4
|
|
|
148.1
|
|
|||
Income from continuing operations
|
|
358.6
|
|
|
340.6
|
|
|
231.1
|
|
|||
|
|
|
|
|
|
|
||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|||
Income before income taxes
|
|
300.1
|
|
|
39.6
|
|
|
30.2
|
|
|||
Provision for income taxes
|
|
47.6
|
|
|
14.7
|
|
|
11.2
|
|
|||
Income from discontinued operations
|
|
252.5
|
|
|
24.9
|
|
|
19.0
|
|
|||
Net income
|
|
$
|
611.1
|
|
|
$
|
365.5
|
|
|
$
|
250.1
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share attributable to common shares:
|
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations
|
|
$
|
5.92
|
|
|
$
|
5.36
|
|
|
$
|
3.57
|
|
Income from discontinued operations
|
|
4.17
|
|
|
0.39
|
|
|
0.29
|
|
|||
Basic earnings per share
|
|
$
|
10.09
|
|
|
$
|
5.75
|
|
|
$
|
3.86
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share attributable to common shares:
|
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations
|
|
$
|
5.88
|
|
|
$
|
5.32
|
|
|
$
|
3.53
|
|
Income from discontinued operations
|
|
4.14
|
|
|
0.39
|
|
|
0.29
|
|
|||
Diluted earnings per share
|
|
$
|
10.02
|
|
|
$
|
5.71
|
|
|
$
|
3.82
|
|
|
|
|
|
|
|
|
||||||
Average shares outstanding (in thousands):
|
|
|
|
|
|
|
||||||
Basic
|
|
60,393
|
|
|
63,073
|
|
|
64,226
|
|
|||
Diluted
|
|
60,786
|
|
|
63,551
|
|
|
64,883
|
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
611.1
|
|
|
$
|
365.5
|
|
|
$
|
250.1
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency (losses) gains
|
|
(30.3
|
)
|
|
46.6
|
|
|
(36.7
|
)
|
|||
Amortization of unrecognized net periodic benefit costs, net of tax
|
|
(0.4
|
)
|
|
(5.2
|
)
|
|
1.0
|
|
|||
Other, net of tax
|
|
0.8
|
|
|
(4.9
|
)
|
|
0.6
|
|
|||
Other comprehensive income (loss)
|
|
(29.9
|
)
|
|
36.5
|
|
|
(35.1
|
)
|
|||
Comprehensive income
|
|
$
|
581.2
|
|
|
$
|
402.0
|
|
|
$
|
215.0
|
|
(in millions, except share and per share amounts)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
803.6
|
|
|
$
|
378.3
|
|
Receivables, net
|
|
698.3
|
|
|
625.7
|
|
||
Inventories, net
|
|
457.5
|
|
|
448.8
|
|
||
Prepaid expenses
|
|
22.0
|
|
|
21.7
|
|
||
Other current assets
|
|
75.3
|
|
|
73.6
|
|
||
Discontinued operations
|
|
—
|
|
|
96.5
|
|
||
Total current assets
|
|
2,056.7
|
|
|
1,644.6
|
|
||
|
|
|
|
|
||||
Property, plant and equipment, net
|
|
760.1
|
|
|
731.1
|
|
||
Goodwill, net
|
|
1,441.8
|
|
|
1,452.1
|
|
||
Other intangible assets, net
|
|
967.7
|
|
|
1,065.0
|
|
||
Other long-term assets
|
|
22.9
|
|
|
34.9
|
|
||
Discontinued operations
|
|
—
|
|
|
372.1
|
|
||
Total assets
|
|
$
|
5,249.2
|
|
|
$
|
5,299.8
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
312.1
|
|
|
$
|
332.1
|
|
Accrued expenses
|
|
258.0
|
|
|
257.8
|
|
||
Deferred revenue
|
|
25.5
|
|
|
27.8
|
|
||
Discontinued operations
|
|
—
|
|
|
40.9
|
|
||
Total current liabilities
|
|
595.6
|
|
|
658.6
|
|
||
|
|
|
|
|
||||
Long-term liabilities:
|
|
|
|
|
|
|
||
Long-term debt
|
|
1,587.8
|
|
|
1,586.2
|
|
||
Deferred revenue
|
|
201.9
|
|
|
188.0
|
|
||
Other long-term liabilities
|
|
266.5
|
|
|
288.7
|
|
||
Discontinued operations
|
|
—
|
|
|
50.0
|
|
||
Total long-term liabilities
|
|
2,056.2
|
|
|
2,112.9
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (see Note 17)
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
|
|
|
||
Preferred stock, $1 par value per share (5,000,000 shares authorized and unissued)
|
|
—
|
|
|
—
|
|
||
Common stock, $1 par value per share (200,000,000 shares authorized; 57,957,912 and 61,839,734 shares outstanding, respectively)
|
|
78.7
|
|
|
78.7
|
|
||
Additional paid-in capital
|
|
383.8
|
|
|
353.7
|
|
||
Deferred compensation equity
|
|
8.0
|
|
|
10.4
|
|
||
Treasury shares, at cost (20,534,652 and 16,613,193 shares, respectively)
|
|
(1,102.4
|
)
|
|
(649.6
|
)
|
||
Accumulated other comprehensive loss
|
|
(122.1
|
)
|
|
(85.7
|
)
|
||
Retained earnings
|
|
3,351.4
|
|
|
2,820.8
|
|
||
Total shareholders' equity
|
|
2,597.4
|
|
|
2,528.3
|
|
||
Total liabilities and equity
|
|
$
|
5,249.2
|
|
|
$
|
5,299.8
|
|
|
|
Years Ended December 31,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
611.1
|
|
|
$
|
365.5
|
|
|
$
|
250.1
|
|
Reconciliation of net income to cash flows provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation
|
|
86.4
|
|
|
84.9
|
|
|
75.1
|
|
|||
Amortization
|
|
104.2
|
|
|
84.2
|
|
|
62.7
|
|
|||
Impairment charges
|
|
—
|
|
|
—
|
|
|
141.5
|
|
|||
Stock-based compensation, net of tax benefit
|
|
23.9
|
|
|
13.2
|
|
|
(2.6
|
)
|
|||
Deferred taxes
|
|
(0.8
|
)
|
|
(58.5
|
)
|
|
(25.0
|
)
|
|||
Gain on sale of discontinued operations, net of tax
|
|
(250.4
|
)
|
|
—
|
|
|
—
|
|
|||
Other operating activities, net
|
|
(18.8
|
)
|
|
13.9
|
|
|
(6.0
|
)
|
|||
Changes in assets and liabilities, excluding effects of acquisitions:
|
|
|
|
|
|
|
|
|
|
|||
Receivables
|
|
(54.5
|
)
|
|
(53.9
|
)
|
|
0.3
|
|
|||
Inventories
|
|
(29.0
|
)
|
|
(48.5
|
)
|
|
(12.2
|
)
|
|||
Prepaid expenses and other assets
|
|
(2.0
|
)
|
|
(20.1
|
)
|
|
(9.2
|
)
|
|||
Accounts payable
|
|
(39.5
|
)
|
|
42.7
|
|
|
21.6
|
|
|||
Accrued expenses
|
|
(99.9
|
)
|
|
20.6
|
|
|
23.1
|
|
|||
Deferred revenues
|
|
11.8
|
|
|
19.3
|
|
|
11.7
|
|
|||
Other long-term liabilities
|
|
(3.3
|
)
|
|
(4.6
|
)
|
|
0.1
|
|
|||
Net cash provided by operating activities
|
|
339.2
|
|
|
458.7
|
|
|
531.2
|
|
|||
|
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from sale of discontinued operation
|
|
758.0
|
|
|
—
|
|
|
—
|
|
|||
Acquisitions, net of cash acquired
|
|
(19.5
|
)
|
|
(934.3
|
)
|
|
(185.5
|
)
|
|||
Capital expenditures
|
|
(120.7
|
)
|
|
(159.9
|
)
|
|
(108.8
|
)
|
|||
Other investing activities, net
|
|
11.4
|
|
|
(0.1
|
)
|
|
0.9
|
|
|||
Net cash provided by (used in) investing activities
|
|
629.2
|
|
|
(1,094.3
|
)
|
|
(293.4
|
)
|
|||
|
|
|
|
|
|
|
||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from revolving credit facility
|
|
—
|
|
|
1,189.0
|
|
|
—
|
|
|||
Repayments of revolving credit facility
|
|
—
|
|
|
(1,189.0
|
)
|
|
—
|
|
|||
Proceeds from notes
|
|
—
|
|
|
997.2
|
|
|
—
|
|
|||
Repayments of notes
|
|
—
|
|
|
—
|
|
|
(150.0
|
)
|
|||
Repurchases of common stock
|
|
(459.8
|
)
|
|
(268.4
|
)
|
|
(75.0
|
)
|
|||
Dividends paid
|
|
(93.5
|
)
|
|
(92.1
|
)
|
|
(84.5
|
)
|
|||
Financing costs
|
|
—
|
|
|
(8.3
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options, net
|
|
12.6
|
|
|
(1.2
|
)
|
|
48.4
|
|
|||
Net cash (used in) provided by financing activities
|
|
(540.7
|
)
|
|
627.2
|
|
|
(261.1
|
)
|
|||
|
|
|
|
|
|
|
||||||
Effect of foreign currency exchange rate changes on cash and cash equivalents
|
|
(1.1
|
)
|
|
2.7
|
|
|
(2.1
|
)
|
|||
Change in cash and cash equivalents
|
|
426.6
|
|
|
(5.7
|
)
|
|
(25.4
|
)
|
|||
Less: change in cash and cash equivalents of discontinued operations
|
|
1.3
|
|
|
1.0
|
|
|
0.3
|
|
|||
Cash and cash equivalents at beginning of period
|
|
378.3
|
|
|
385.0
|
|
|
410.7
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
803.6
|
|
|
$
|
378.3
|
|
|
$
|
385.0
|
|
(in millions)
|
Common Stock Outstanding
|
|
Additional Paid-In Capital
|
|
Deferred Compensation Equity
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained Earnings
|
|
Shares in Treasury
|
|
Total Shareholders' Equity
|
||||||||||||||||||||
Shares
|
|
Amount
|
|
|
|
|
|
Shares
|
|
Cost
|
|
||||||||||||||||||||||
Balance as of January 1, 2016
|
64.0
|
|
|
$
|
78.7
|
|
|
$
|
293.4
|
|
|
$
|
8.0
|
|
|
$
|
(87.1
|
)
|
|
$
|
2,381.8
|
|
|
14.4
|
|
|
$
|
(327.4
|
)
|
|
$
|
2,347.4
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250.1
|
|
|
—
|
|
|
—
|
|
|
250.1
|
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35.1
|
)
|
|||||||
Cash dividends - $1.30 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84.5
|
)
|
|
—
|
|
|
—
|
|
|
(84.5
|
)
|
|||||||
Repurchases of common stock
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
(75.7
|
)
|
|
(75.7
|
)
|
|||||||
Issuances and deferrals, net for stock-based compensation (1)
|
1.0
|
|
|
—
|
|
|
41.9
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
20.5
|
|
|
64.7
|
|
|||||||
Balance as of December 31, 2016
|
64.2
|
|
|
$
|
78.7
|
|
|
$
|
335.3
|
|
|
$
|
10.3
|
|
|
$
|
(122.2
|
)
|
|
$
|
2,547.4
|
|
|
14.2
|
|
|
$
|
(382.6
|
)
|
|
$
|
2,466.9
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
365.5
|
|
|
—
|
|
|
—
|
|
|
365.5
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36.5
|
|
|||||||
Cash dividends - $1.44 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92.1
|
)
|
|
—
|
|
|
—
|
|
|
(92.1
|
)
|
|||||||
Repurchases of common stock
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
(268.4
|
)
|
|
(268.4
|
)
|
|||||||
Issuances and deferrals, net for stock-based compensation (1)
|
0.3
|
|
|
—
|
|
|
18.4
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
1.4
|
|
|
19.9
|
|
|||||||
Balance as of December 31, 2017
|
61.8
|
|
|
$
|
78.7
|
|
|
$
|
353.7
|
|
|
$
|
10.4
|
|
|
$
|
(85.7
|
)
|
|
$
|
2,820.8
|
|
|
16.6
|
|
|
$
|
(649.6
|
)
|
|
$
|
2,528.3
|
|
Adoption of accounting standards (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
13.0
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
611.1
|
|
|
—
|
|
|
—
|
|
|
611.1
|
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.9
|
)
|
|||||||
Cash dividends - $1.54 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93.5
|
)
|
|
—
|
|
|
—
|
|
|
(93.5
|
)
|
|||||||
Repurchases of common stock
|
(4.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
(467.0
|
)
|
|
(467.0
|
)
|
|||||||
Issuances and deferrals, net for stock-based compensation (1)
|
0.5
|
|
|
—
|
|
|
30.1
|
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
14.2
|
|
|
41.9
|
|
|||||||
Balance as of December 31, 2018
|
57.9
|
|
|
$
|
78.7
|
|
|
$
|
383.8
|
|
|
$
|
8.0
|
|
|
$
|
(122.1
|
)
|
|
$
|
3,351.4
|
|
|
20.5
|
|
|
$
|
(1,102.4
|
)
|
|
$
|
2,597.4
|
|
(1)
|
Issuances and deferrals, net for stock-based compensation reflects share activity related to option exercises, net of tax, restricted and performance shares vested and net issuances and deferrals associated with deferred compensation equity.
|
(2)
|
Refer to Note 1 for further information regarding new accounting standards adopted.
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance as of January 1
|
|
$
|
6.5
|
|
|
$
|
3.9
|
|
|
$
|
4.7
|
|
(Decrease) increase to reserve
|
|
(0.5
|
)
|
|
1.2
|
|
|
0.1
|
|
|||
Amounts acquired
|
|
—
|
|
|
2.0
|
|
|
0.4
|
|
|||
Amounts written off
|
|
(0.9
|
)
|
|
(0.6
|
)
|
|
(1.3
|
)
|
|||
Balance as of December 31
|
|
$
|
5.1
|
|
|
$
|
6.5
|
|
|
$
|
3.9
|
|
|
|
Year Ended December 31, 2018
|
||||||||||
(in millions)
|
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change Higher/(Lower)
|
||||||
Consolidated Statement of Income
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
4,479.5
|
|
|
$
|
4,457.6
|
|
|
$
|
21.9
|
|
Cost of goods sold
|
|
3,304.8
|
|
|
3,290.1
|
|
|
14.7
|
|
|||
Operating income
|
|
509.0
|
|
|
501.8
|
|
|
7.2
|
|
|||
Provision for income taxes
|
|
87.3
|
|
|
85.5
|
|
|
1.8
|
|
|||
Income from continuing operations
|
|
358.6
|
|
|
353.2
|
|
|
5.4
|
|
|||
Net income
|
|
611.1
|
|
|
605.7
|
|
|
5.4
|
|
|
|
December 31, 2018
|
||||||||||
(in millions)
|
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change Higher/(Lower)
|
||||||
Consolidated Balance Sheet
|
|
|
|
|
|
|
||||||
Receivables
|
|
$
|
698.3
|
|
|
$
|
654.0
|
|
|
$
|
44.3
|
|
Inventories, net
|
|
457.5
|
|
|
487.0
|
|
|
(29.5
|
)
|
|||
Other current assets
|
|
75.3
|
|
|
74.4
|
|
|
0.9
|
|
|||
Accrued expenses
|
|
258.0
|
|
|
256.2
|
|
|
1.8
|
|
|||
Other long-term liabilities
|
|
266.5
|
|
|
264.5
|
|
|
2.0
|
|
|||
Retained earnings
|
|
3,351.4
|
|
|
3,344.9
|
|
|
6.5
|
|
(in millions)
|
|
Revenues
|
|
Operating Income (Loss)
|
|
Assets
|
|
Depreciation
and
Amortization
|
|
Capital
Expenditures
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Carlisle Construction Materials
|
|
$
|
2,880.3
|
|
|
$
|
435.4
|
|
|
$
|
1,870.7
|
|
|
$
|
77.9
|
|
|
$
|
50.0
|
|
Carlisle Interconnect Technologies
|
|
933.8
|
|
|
117.3
|
|
|
1,446.4
|
|
|
58.3
|
|
|
27.2
|
|
|||||
Carlisle Fluid Technologies
|
|
291.6
|
|
|
37.1
|
|
|
678.0
|
|
|
22.9
|
|
|
11.5
|
|
|||||
Carlisle Brake & Friction
|
|
373.8
|
|
|
(0.8
|
)
|
|
446.6
|
|
|
23.5
|
|
|
22.4
|
|
|||||
Segment Total
|
|
4,479.5
|
|
|
589.0
|
|
|
4,441.7
|
|
|
182.6
|
|
|
111.1
|
|
|||||
Corporate and unallocated (1)
|
|
—
|
|
|
(80.0
|
)
|
|
807.5
|
|
|
2.9
|
|
|
1.5
|
|
|||||
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
|
8.1
|
|
|||||
Total
|
|
$
|
4,479.5
|
|
|
$
|
509.0
|
|
|
$
|
5,249.2
|
|
|
$
|
190.6
|
|
|
$
|
120.7
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Carlisle Construction Materials
|
|
2,336.2
|
|
|
421.9
|
|
|
1,898.6
|
|
|
41.9
|
|
|
61.0
|
|
|||||
Carlisle Interconnect Technologies
|
|
815.3
|
|
|
89.5
|
|
|
1,473.0
|
|
|
55.8
|
|
|
53.2
|
|
|||||
Carlisle Fluid Technologies
|
|
281.4
|
|
|
16.1
|
|
|
678.7
|
|
|
23.0
|
|
|
8.8
|
|
|||||
Carlisle Brake & Friction
|
|
317.9
|
|
|
2.6
|
|
|
433.8
|
|
|
23.0
|
|
|
26.8
|
|
|||||
Segment Total
|
|
3,750.8
|
|
|
530.1
|
|
|
4,484.1
|
|
|
143.7
|
|
|
149.8
|
|
|||||
Corporate and unallocated (1)
|
|
—
|
|
|
(66.1
|
)
|
|
346.4
|
|
|
2.6
|
|
|
1.2
|
|
|||||
Discontinued operations
|
|
—
|
|
|
—
|
|
|
469.3
|
|
|
22.8
|
|
|
8.9
|
|
|||||
Total
|
|
$
|
3,750.8
|
|
|
$
|
464.0
|
|
|
$
|
5,299.8
|
|
|
$
|
169.1
|
|
|
$
|
159.9
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Carlisle Construction Materials
|
|
$
|
2,052.6
|
|
|
$
|
430.3
|
|
|
$
|
891.6
|
|
|
$
|
35.6
|
|
|
$
|
24.9
|
|
Carlisle Interconnect Technologies
|
|
834.6
|
|
|
143.9
|
|
|
1,446.3
|
|
|
48.8
|
|
|
43.9
|
|
|||||
Carlisle Fluid Technologies
|
|
269.4
|
|
|
31.2
|
|
|
640.9
|
|
|
20.7
|
|
|
11.7
|
|
|||||
Carlisle Brake & Friction
|
|
268.6
|
|
|
(135.9
|
)
|
(2)
|
389.9
|
|
|
20.8
|
|
|
9.4
|
|
|||||
Segment Total
|
|
3,425.2
|
|
|
469.5
|
|
|
3,368.7
|
|
|
125.9
|
|
|
89.9
|
|
|||||
Corporate and unallocated (1)
|
|
—
|
|
|
(65.3
|
)
|
|
391.0
|
|
|
2.8
|
|
|
10.7
|
|
|||||
Discontinued operations
|
|
—
|
|
|
—
|
|
|
206.1
|
|
|
9.1
|
|
|
8.2
|
|
|||||
Total
|
|
$
|
3,425.2
|
|
|
$
|
404.2
|
|
|
$
|
3,965.8
|
|
|
$
|
137.8
|
|
|
$
|
108.8
|
|
(1)
|
Corporate operating loss includes other unallocated costs, primarily general corporate expenses. Corporate assets consist primarily of cash and cash equivalents, deferred taxes and other invested assets.
|
(2)
|
Includes impairment charges of $141.5 million. Refer to Note 12 for further discussion.
|
(in millions)
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
United States
|
|
$
|
574.8
|
|
|
$
|
566.1
|
|
International:
|
|
|
|
|
|
|
||
Europe
|
|
99.3
|
|
|
83.4
|
|
||
Asia
|
|
42.7
|
|
|
46.6
|
|
||
Mexico and Latin America
|
|
30.8
|
|
|
36.0
|
|
||
United Kingdom
|
|
28.0
|
|
|
27.2
|
|
||
Other
|
|
0.5
|
|
|
0.5
|
|
||
Total long-lived assets
|
|
$
|
776.1
|
|
|
$
|
759.8
|
|
|
|
2018
|
||||||||||||||||||
(in millions)
|
|
CCM
|
|
CIT
|
|
CFT
|
|
CBF
|
|
Total
|
||||||||||
United States
|
|
$
|
2,552.6
|
|
|
$
|
634.0
|
|
|
$
|
116.9
|
|
|
$
|
157.8
|
|
|
$
|
3,461.3
|
|
International:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Europe
|
|
186.2
|
|
|
89.7
|
|
|
58.6
|
|
|
109.0
|
|
|
443.5
|
|
|||||
Asia
|
|
16.4
|
|
|
114.0
|
|
|
100.1
|
|
|
76.0
|
|
|
306.5
|
|
|||||
Canada
|
|
97.9
|
|
|
4.8
|
|
|
6.5
|
|
|
2.9
|
|
|
112.1
|
|
|||||
Mexico
|
|
4.1
|
|
|
48.2
|
|
|
5.4
|
|
|
14.3
|
|
|
72.0
|
|
|||||
Middle East and Africa
|
|
15.2
|
|
|
27.7
|
|
|
2.5
|
|
|
1.4
|
|
|
46.8
|
|
|||||
Other
|
|
7.9
|
|
|
15.4
|
|
|
1.6
|
|
|
12.4
|
|
|
37.3
|
|
|||||
Total international
|
|
327.7
|
|
|
299.8
|
|
|
174.7
|
|
|
216.0
|
|
|
1,018.2
|
|
|||||
Total revenues
|
|
$
|
2,880.3
|
|
|
$
|
933.8
|
|
|
$
|
291.6
|
|
|
$
|
373.8
|
|
|
$
|
4,479.5
|
|
|
|
2017
|
||||||||||||||||||
(in millions)
|
|
CCM
|
|
CIT
|
|
CFT
|
|
CBF
|
|
Total
|
||||||||||
United States
|
|
$
|
2,080.5
|
|
|
$
|
537.8
|
|
|
$
|
110.1
|
|
|
$
|
132.0
|
|
|
$
|
2,860.4
|
|
International:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Europe
|
|
156.5
|
|
|
96.3
|
|
|
55.5
|
|
|
94.2
|
|
|
402.5
|
|
|||||
Asia
|
|
13.2
|
|
|
98.1
|
|
|
93.0
|
|
|
62.7
|
|
|
267.0
|
|
|||||
Canada
|
|
67.7
|
|
|
5.1
|
|
|
6.9
|
|
|
3.6
|
|
|
83.3
|
|
|||||
Mexico
|
|
2.1
|
|
|
46.6
|
|
|
9.5
|
|
|
12.9
|
|
|
71.1
|
|
|||||
Middle East and Africa
|
|
12.0
|
|
|
24.4
|
|
|
2.0
|
|
|
2.4
|
|
|
40.8
|
|
|||||
Other
|
|
4.2
|
|
|
7.0
|
|
|
4.4
|
|
|
10.1
|
|
|
25.7
|
|
|||||
Total international
|
|
255.7
|
|
|
277.5
|
|
|
171.3
|
|
|
185.9
|
|
|
890.4
|
|
|||||
Total revenues
|
|
$
|
2,336.2
|
|
|
$
|
815.3
|
|
|
$
|
281.4
|
|
|
$
|
317.9
|
|
|
$
|
3,750.8
|
|
|
|
2016
|
||||||||||||||||||
(in millions)
|
|
CCM
|
|
CIT
|
|
CFT
|
|
CBF
|
|
Total
|
||||||||||
United States
|
|
$
|
1,837.7
|
|
|
$
|
541.7
|
|
|
$
|
104.6
|
|
|
$
|
120.0
|
|
|
$
|
2,604.0
|
|
International:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Europe
|
|
134.9
|
|
|
119.0
|
|
|
51.6
|
|
|
72.9
|
|
|
378.4
|
|
|||||
Asia
|
|
10.8
|
|
|
89.3
|
|
|
88.4
|
|
|
48.8
|
|
|
237.3
|
|
|||||
Canada
|
|
56.0
|
|
|
7.7
|
|
|
6.5
|
|
|
3.9
|
|
|
74.1
|
|
|||||
Mexico
|
|
3.6
|
|
|
46.3
|
|
|
10.8
|
|
|
11.6
|
|
|
72.3
|
|
|||||
Middle East and Africa
|
|
6.7
|
|
|
26.0
|
|
|
3.4
|
|
|
4.6
|
|
|
40.7
|
|
|||||
Other
|
|
2.9
|
|
|
4.6
|
|
|
4.1
|
|
|
6.8
|
|
|
18.4
|
|
|||||
Total international
|
|
214.9
|
|
|
292.9
|
|
|
164.8
|
|
|
148.6
|
|
|
821.2
|
|
|||||
Total revenues
|
|
$
|
2,052.6
|
|
|
$
|
834.6
|
|
|
$
|
269.4
|
|
|
$
|
268.6
|
|
|
$
|
3,425.2
|
|
|
|
Unaudited Pro Forma
Twelve Months Ended December 31, |
||||||
(in millions)
|
|
2017
|
|
2016
|
||||
Revenues
|
|
$
|
4,439.4
|
|
|
$
|
4,029.8
|
|
Income from continuing operations
|
|
351.8
|
|
|
235.2
|
|
|
|
Preliminary
Allocation
|
|
Measurement
Period Adjustments |
|
Final
Allocation |
||||||
(in millions)
|
|
As of 11/1/2017
|
|
|
As of 11/1/2018
|
|||||||
Total cash consideration transferred
|
|
$
|
670.7
|
|
|
$
|
0.7
|
|
|
$
|
671.4
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
16.5
|
|
|
$
|
—
|
|
|
$
|
16.5
|
|
Receivables, net
|
|
66.8
|
|
|
—
|
|
|
66.8
|
|
|||
Inventories
|
|
48.5
|
|
|
(1.0
|
)
|
|
47.5
|
|
|||
Prepaid expenses and other current assets
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|||
Property, plant and equipment
|
|
59.6
|
|
|
3.2
|
|
|
62.8
|
|
|||
Definite-lived intangible assets
|
|
240.0
|
|
|
(1.0
|
)
|
|
239.0
|
|
|||
Other long-term assets
|
|
15.6
|
|
|
—
|
|
|
15.6
|
|
|||
Accounts payable
|
|
(45.5
|
)
|
|
—
|
|
|
(45.5
|
)
|
|||
Income tax payable
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
|||
Accrued expenses
|
|
(23.2
|
)
|
|
9.5
|
|
|
(13.7
|
)
|
|||
Other long-term liabilities
|
|
(15.6
|
)
|
|
—
|
|
|
(15.6
|
)
|
|||
Deferred income taxes
|
|
(83.5
|
)
|
|
2.0
|
|
|
(81.5
|
)
|
|||
Total identifiable net assets
|
|
282.1
|
|
|
12.7
|
|
|
294.8
|
|
|||
Goodwill
|
|
$
|
388.6
|
|
|
$
|
(12.0
|
)
|
|
$
|
376.6
|
|
|
|
Preliminary
Allocation |
|
Measurement
Period Adjustments |
|
Final
Allocation |
||||||
(in millions)
|
|
As of 10/3/2016
|
|
|
As of 9/30/2017
|
|||||||
Total consideration transferred
|
|
$
|
82.7
|
|
|
$
|
—
|
|
|
$
|
82.7
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
Receivables
|
|
5.9
|
|
|
(0.1
|
)
|
|
5.8
|
|
|||
Inventories
|
|
3.1
|
|
|
(0.2
|
)
|
|
2.9
|
|
|||
Prepaid expenses and other current assets
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
Property, plant and equipment
|
|
3.3
|
|
|
(0.3
|
)
|
|
3.0
|
|
|||
Definite-lived intangible assets
|
|
29.0
|
|
|
—
|
|
|
29.0
|
|
|||
Accounts payable
|
|
(1.3
|
)
|
|
0.2
|
|
|
(1.1
|
)
|
|||
Accrued expenses
|
|
(0.8
|
)
|
|
0.1
|
|
|
(0.7
|
)
|
|||
Total identifiable net assets
|
|
39.6
|
|
|
(0.3
|
)
|
|
39.3
|
|
|||
Goodwill
|
|
$
|
43.1
|
|
|
$
|
0.3
|
|
|
$
|
43.4
|
|
|
|
Preliminary
Allocation
|
|
Measurement
Period
Adjustments
|
|
Final
Allocation
|
||||||
(in millions)
|
|
As of 6/10/2016
|
|
|
As of 6/30/2017
|
|||||||
Total consideration transferred
|
|
$
|
97.3
|
|
|
$
|
(0.7
|
)
|
|
$
|
96.6
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
Receivables
|
|
6.3
|
|
|
—
|
|
|
6.3
|
|
|||
Inventories
|
|
8.6
|
|
|
—
|
|
|
8.6
|
|
|||
Prepaid expenses and other current assets
|
|
0.4
|
|
|
(0.1
|
)
|
|
0.3
|
|
|||
Property, plant and equipment
|
|
30.0
|
|
|
(14.0
|
)
|
|
16.0
|
|
|||
Definite-lived intangible assets
|
|
31.5
|
|
|
(5.0
|
)
|
|
26.5
|
|
|||
Indefinite-lived intangible assets
|
|
2.0
|
|
|
(2.0
|
)
|
|
—
|
|
|||
Other long-term assets
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|||
Accounts payable
|
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
|||
Accrued expenses
|
|
(2.4
|
)
|
|
(0.1
|
)
|
|
(2.5
|
)
|
|||
Total identifiable net assets
|
|
77.2
|
|
|
(21.2
|
)
|
|
56.0
|
|
|||
Goodwill
|
|
$
|
20.1
|
|
|
$
|
20.5
|
|
|
$
|
40.6
|
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
|
$
|
69.5
|
|
|
$
|
337.9
|
|
|
$
|
249.0
|
|
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
49.5
|
|
|
238.5
|
|
|
178.5
|
|
|||
Other operating expense, net
|
|
16.7
|
|
|
59.7
|
|
|
40.4
|
|
|||
Operating income
|
|
3.3
|
|
|
39.7
|
|
|
30.1
|
|
|||
Other non-operating (income) expense, net
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|||
Income from discontinued operations before income taxes
|
|
3.3
|
|
|
39.6
|
|
|
30.2
|
|
|||
Gain on sale of discontinued operations
|
|
296.8
|
|
|
—
|
|
|
—
|
|
|||
Provision for income taxes
|
|
47.6
|
|
|
14.7
|
|
|
11.2
|
|
|||
Income from discontinued operations
|
|
$
|
252.5
|
|
|
$
|
24.9
|
|
|
$
|
19.0
|
|
(in millions)
|
|
December 31, 2017
|
||
ASSETS
|
|
|
||
Cash and cash equivalents
|
|
$
|
1.3
|
|
Receivables, net
|
|
32.0
|
|
|
Inventories, net
|
|
59.0
|
|
|
Prepaid and other current assets
|
|
4.2
|
|
|
Total current assets
|
|
$
|
96.5
|
|
|
|
|
||
Property, plant, and equipment, net
|
|
$
|
49.7
|
|
Goodwill, net
|
|
149.7
|
|
|
Other intangible assets, net
|
|
169.4
|
|
|
Other long-term assets
|
|
3.3
|
|
|
Total long-term assets
|
|
$
|
372.1
|
|
|
|
|
||
LIABILITIES
|
|
|
||
Accounts payable
|
|
$
|
20.4
|
|
Accrued expenses
|
|
20.5
|
|
|
Total current liabilities
|
|
$
|
40.9
|
|
|
|
|
||
Other long-term liabilities
|
|
$
|
50.0
|
|
Total long-term liabilities
|
|
$
|
50.0
|
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash (used in) provided by operating activities
|
|
$
|
(2.0
|
)
|
|
$
|
62.2
|
|
|
$
|
25.4
|
|
Net cash used in investing activities
|
|
(8.1
|
)
|
|
(222.6
|
)
|
|
(9.0
|
)
|
|||
Net cash provided by (used in) financing activities (1)
|
|
11.4
|
|
|
161.4
|
|
|
(16.1
|
)
|
|||
Change in cash and cash equivalents from discontinued operations
|
|
$
|
1.3
|
|
|
$
|
1.0
|
|
|
$
|
0.3
|
|
(1)
|
Represents borrowings (repayments) from the Carlisle cash pool to fund capital expenditures and acquisitions.
|
(in millions except share and per share amounts)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income from continuing operations
|
|
$
|
358.6
|
|
|
$
|
340.6
|
|
|
$
|
231.1
|
|
Less: dividends declared
|
|
(93.5
|
)
|
|
(92.1
|
)
|
|
(84.5
|
)
|
|||
Undistributed earnings
|
|
265.1
|
|
|
248.5
|
|
|
146.6
|
|
|||
Percent allocated to common shareholders (1)
|
|
99.7
|
%
|
|
99.3
|
%
|
|
99.3
|
%
|
|||
|
|
264.3
|
|
|
246.8
|
|
|
145.6
|
|
|||
Add: dividends declared to common shares, restricted share units and vested and deferred restricted and performance shares
|
|
93.1
|
|
|
90.9
|
|
|
83.6
|
|
|||
Income from continuing operations attributable to common shareholders
|
|
$
|
357.4
|
|
|
$
|
337.7
|
|
|
$
|
229.2
|
|
|
|
|
|
|
|
|
||||||
Shares (in thousands):
|
|
|
|
|
|
|
|
|
|
|||
Basic weighted-average shares outstanding
|
|
60,393
|
|
|
63,073
|
|
|
64,226
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|||
Performance awards
|
|
83
|
|
|
137
|
|
|
257
|
|
|||
Stock options
|
|
310
|
|
|
341
|
|
|
400
|
|
|||
Diluted weighted-average shares outstanding
|
|
60,786
|
|
|
63,551
|
|
|
64,883
|
|
|||
|
|
|
|
|
|
|
||||||
Per share income from continuing operations attributable to common shares:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
$
|
5.92
|
|
|
$
|
5.36
|
|
|
$
|
3.57
|
|
Diluted
|
|
$
|
5.88
|
|
|
$
|
5.32
|
|
|
$
|
3.53
|
|
|
|
|
|
|
|
|
||||||
(1) Basic weighted-average shares outstanding (in thousands)
|
|
60,393
|
|
|
63,073
|
|
|
64,226
|
|
|||
Basic weighted-average shares outstanding and unvested restricted shares expected to vest (in thousands)
|
|
60,561
|
|
|
63,513
|
|
|
64,682
|
|
|||
Percent allocated to common shareholders
|
|
99.7
|
%
|
|
99.3
|
%
|
|
99.3
|
%
|
(in millions except share amounts presented in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income from discontinued operations attributable to common shareholders for basic and dilutive earnings per share
|
|
$
|
251.8
|
|
|
$
|
24.8
|
|
|
$
|
18.8
|
|
Net income attributable to common shareholders for basic and diluted earnings per share
|
|
$
|
609.2
|
|
|
$
|
362.4
|
|
|
$
|
248.0
|
|
Anti-dilutive stock options excluded from EPS calculation (1)
|
|
813.0
|
|
|
320.6
|
|
|
23.1
|
|
(1)
|
Represents stock options excluded from the calculation of diluted earnings per share as such options’ assumed proceeds upon exercise would result in the repurchase of more shares than the underlying award.
|
|
|
2018
|
||||||||||||||||||
(in millions)
|
|
CCM
|
|
CIT
|
|
CFT
|
|
CBF
|
|
Total
|
||||||||||
Products transferred at a point in time
|
|
$
|
2,859.0
|
|
|
$
|
900.5
|
|
|
$
|
291.6
|
|
|
$
|
373.8
|
|
|
$
|
4,424.9
|
|
Products and services transferred over time
|
|
21.3
|
|
|
33.3
|
|
|
—
|
|
|
—
|
|
|
54.6
|
|
|||||
Total revenues
|
|
$
|
2,880.3
|
|
|
$
|
933.8
|
|
|
$
|
291.6
|
|
|
$
|
373.8
|
|
|
$
|
4,479.5
|
|
(in millions)
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||
Extended service warranties
|
|
$
|
20.6
|
|
|
$
|
19.7
|
|
|
$
|
18.6
|
|
|
$
|
17.5
|
|
|
$
|
16.3
|
|
|
$
|
130.3
|
|
(in millions)
|
|
2018
|
|
2017
|
||||
Balance as of January 1
|
|
$
|
215.8
|
|
|
$
|
195.2
|
|
Revenue recognized
|
|
(79.5
|
)
|
|
(79.9
|
)
|
||
Revenue deferred
|
|
90.5
|
|
|
99.8
|
|
||
Acquired liabilities
|
|
0.6
|
|
|
0.7
|
|
||
Balance as of December 31
|
|
$
|
227.4
|
|
|
$
|
215.8
|
|
(in millions)
|
|
2018
|
||
Balance as of January 1
|
|
$
|
—
|
|
Adoption of ASC 606
|
|
22.8
|
|
|
Revenue recognized and unbilled
|
|
163.3
|
|
|
Revenue billed
|
|
(141.4
|
)
|
|
Balance as of December 31
|
|
$
|
44.7
|
|
|
|
2018
|
||||||||||||||||||
(in millions)
|
|
CCM
|
|
CIT
|
|
CFT
|
|
CBF
|
|
Total
|
||||||||||
General construction
|
|
$
|
2,661.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,661.4
|
|
Aerospace
|
|
—
|
|
|
620.3
|
|
|
—
|
|
|
21.5
|
|
|
641.8
|
|
|||||
Heavy equipment
|
|
112.1
|
|
|
—
|
|
|
—
|
|
|
300.7
|
|
|
412.8
|
|
|||||
Transportation
|
|
—
|
|
|
—
|
|
|
154.9
|
|
|
41.1
|
|
|
196.0
|
|
|||||
Medical
|
|
—
|
|
|
146.4
|
|
|
—
|
|
|
—
|
|
|
146.4
|
|
|||||
General industrial and other
|
|
106.8
|
|
|
167.1
|
|
|
136.7
|
|
|
10.5
|
|
|
421.1
|
|
|||||
Total revenues
|
|
$
|
2,880.3
|
|
|
$
|
933.8
|
|
|
$
|
291.6
|
|
|
$
|
373.8
|
|
|
$
|
4,479.5
|
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Stock option awards
|
|
$
|
11.0
|
|
|
$
|
7.7
|
|
|
$
|
6.1
|
|
Restricted stock awards
|
|
7.7
|
|
|
6.0
|
|
|
4.5
|
|
|||
Performance share awards
|
|
7.4
|
|
|
5.6
|
|
|
4.7
|
|
|||
Restricted stock units
|
|
1.4
|
|
|
1.4
|
|
|
1.2
|
|
|||
Total stock-based compensation cost
|
|
$
|
27.5
|
|
|
$
|
20.7
|
|
|
$
|
16.5
|
|
(in millions, except per share amounts)
|
|
2018
One-time Grant
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Expected dividend yield
|
|
1.4
|
%
|
|
1.4
|
%
|
|
1.3
|
%
|
|
1.4
|
%
|
||||
Expected life (in years)
|
|
3.9
|
|
|
5.5
|
|
|
5.6
|
|
|
5.6
|
|
||||
Expected volatility
|
|
20.7
|
%
|
|
23.1
|
%
|
|
25.6
|
%
|
|
27.5
|
%
|
||||
Risk-free interest rate
|
|
2.6
|
%
|
|
2.6
|
%
|
|
1.9
|
%
|
|
1.4
|
%
|
||||
Weighted-average grant date fair value (per share)
|
|
$
|
21.91
|
|
|
$
|
23.71
|
|
|
$
|
24.57
|
|
|
$
|
19.30
|
|
Fair value of options granted
|
|
$
|
13.6
|
|
|
$
|
9.1
|
|
|
$
|
8.8
|
|
|
$
|
7.2
|
|
|
|
Number of Shares
(in thousands)
|
|
Weighted-Average Exercise Price
(per share)
|
|
Weighted-Average Contractual Term
(in years)
|
|
Aggregate Intrinsic Value
(in millions)
|
|||||
Outstanding as of December 31, 2017
|
|
1,431
|
|
|
$
|
81.49
|
|
|
|
|
|
||
Options granted
|
|
1,004
|
|
|
107.60
|
|
|
|
|
|
|||
Options exercised
|
|
(345
|
)
|
|
65.95
|
|
|
|
|
|
|||
Options forfeited / expired
|
|
(126
|
)
|
|
105.86
|
|
|
|
|
|
|||
Outstanding as of December 31, 2018
|
|
1,964
|
|
|
95.76
|
|
|
7.7
|
|
$
|
18.0
|
|
|
Vested and exercisable as of December 31, 2018
|
|
844
|
|
|
82.86
|
|
|
6.1
|
|
$
|
16.4
|
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Intrinsic value of options exercised
|
|
$
|
18.4
|
|
|
$
|
8.5
|
|
|
$
|
56.4
|
|
Fair value of options vested
|
|
$
|
10.2
|
|
|
$
|
5.4
|
|
|
$
|
4.7
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted-average grant date fair value (per share)
|
|
$
|
114.27
|
|
|
$
|
106.78
|
|
|
$
|
84.73
|
|
(in thousands, except per share amounts)
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||
Outstanding as of December 31, 2017
|
|
208
|
|
|
$
|
95.63
|
|
Shares granted
|
|
76
|
|
|
114.27
|
|
|
Shares vested
|
|
(103
|
)
|
|
95.05
|
|
|
Shares forfeited
|
|
(12
|
)
|
|
109.07
|
|
|
Outstanding as of December 31, 2018
|
|
169
|
|
|
103.47
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted-average grant date fair value (per share)
|
|
$
|
140.20
|
|
|
$
|
141.83
|
|
|
$
|
119.08
|
|
|
|
Number of Shares
(in thousands)
|
|
Weighted-Average Grant Date Fair Value
(per share) |
|
Weighted-Average Contractual Term
(in years)
|
|
Aggregate Intrinsic Value
(in millions)
|
|||||
Outstanding as of December 31, 2017
|
|
160
|
|
|
$
|
123.50
|
|
|
|
|
|
||
Awards granted
|
|
54
|
|
|
140.20
|
|
|
|
|
|
|||
Awards vested
|
|
(46
|
)
|
|
112.82
|
|
|
|
|
|
|||
Awards converted (withheld)
|
|
(9
|
)
|
|
108.03
|
|
|
|
|
|
|||
Awards forfeited
|
|
(6
|
)
|
|
137.55
|
|
|
|
|
|
|||
Outstanding as of December 31, 2018
|
|
153
|
|
|
132.68
|
|
|
0.8
|
|
$
|
15.4
|
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Equipment moving costs
|
|
$
|
5.6
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
Employee severance and benefit arrangements
|
|
3.2
|
|
|
17.8
|
|
|
10.1
|
|
|||
Accelerated depreciation
|
|
2.3
|
|
|
3.7
|
|
|
0.4
|
|
|||
Lease termination costs
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|||
Relocation costs
|
|
0.7
|
|
|
1.5
|
|
|
3.8
|
|
|||
Other restructuring costs
|
|
5.0
|
|
|
3.4
|
|
|
1.2
|
|
|||
Total exit and disposal costs
|
|
$
|
17.9
|
|
|
$
|
26.8
|
|
|
$
|
15.5
|
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Carlisle Brake & Friction
|
|
$
|
13.6
|
|
|
$
|
5.1
|
|
|
$
|
—
|
|
Carlisle Interconnect Technologies
|
|
3.2
|
|
|
$
|
9.5
|
|
|
$
|
7.6
|
|
|
Carlisle Fluid Technologies
|
|
1.1
|
|
|
11.4
|
|
|
4.1
|
|
|||
Corporate
|
|
—
|
|
|
0.8
|
|
|
3.8
|
|
|||
Total exit and disposal costs
|
|
$
|
17.9
|
|
|
$
|
26.8
|
|
|
$
|
15.5
|
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of goods sold
|
|
$
|
15.5
|
|
|
$
|
10.9
|
|
|
$
|
—
|
|
Selling and administrative expenses
|
|
1.9
|
|
|
15.8
|
|
|
15.0
|
|
|||
Research and development expenses
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|||
Other operating (income) expense, net
|
|
0.4
|
|
|
—
|
|
|
0.5
|
|
|||
Total exit and disposal costs
|
|
$
|
17.9
|
|
|
$
|
26.8
|
|
|
$
|
15.5
|
|
(in millions)
|
|
CIT
|
|
CFT
|
|
CBF
|
|
Total
|
||||||||
Balance as of December 31, 2017
|
|
$
|
4.9
|
|
|
$
|
6.7
|
|
|
$
|
1.5
|
|
|
$
|
13.1
|
|
Charges
|
|
3.2
|
|
|
1.1
|
|
|
13.6
|
|
|
17.9
|
|
||||
Cash payments
|
|
(8.1
|
)
|
|
(7.5
|
)
|
|
(11.8
|
)
|
|
(27.4
|
)
|
||||
Other adjustments and non-cash settlements
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
(2.4
|
)
|
||||
Balance as of December 31, 2018
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.9
|
|
|
$
|
1.2
|
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Continuing operations:
|
|
|
|
|
|
|
||||||
U.S. domestic
|
|
$
|
352.2
|
|
|
$
|
356.5
|
|
|
$
|
288.2
|
|
Foreign
|
|
93.7
|
|
|
72.5
|
|
|
91.0
|
|
|||
Income from continuing operations before income taxes
|
|
445.9
|
|
|
429.0
|
|
|
379.2
|
|
|||
|
|
|
|
|
|
|
||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|||
U.S. domestic
|
|
299.8
|
|
|
39.1
|
|
|
29.7
|
|
|||
Foreign
|
|
0.3
|
|
|
0.5
|
|
|
0.5
|
|
|||
Income from discontinued operations before income taxes
|
|
300.1
|
|
|
39.6
|
|
|
30.2
|
|
|||
|
|
|
|
|
|
|
||||||
Total income before income taxes
|
|
$
|
746.0
|
|
|
$
|
468.6
|
|
|
$
|
409.4
|
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current provision:
|
|
|
|
|
|
|
||||||
Federal and State
|
|
$
|
62.0
|
|
|
$
|
116.5
|
|
|
$
|
144.4
|
|
Foreign
|
|
25.9
|
|
|
28.4
|
|
|
29.2
|
|
|||
Total current provision
|
|
87.9
|
|
|
144.9
|
|
|
173.6
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred provision (benefit):
|
|
|
|
|
|
|
|
|
|
|||
Federal and State
|
|
7.9
|
|
|
(62.7
|
)
|
|
(16.0
|
)
|
|||
Foreign
|
|
(8.5
|
)
|
|
6.2
|
|
|
(9.5
|
)
|
|||
Total deferred (benefit) provision
|
|
(0.6
|
)
|
|
(56.5
|
)
|
|
(25.5
|
)
|
|||
|
|
|
|
|
|
|
||||||
Total provision for income taxes
|
|
$
|
87.3
|
|
|
$
|
88.4
|
|
|
$
|
148.1
|
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Taxes at U.S. statutory rate
|
|
$
|
93.6
|
|
|
$
|
150.1
|
|
|
$
|
132.8
|
|
State and local taxes, net of federal income tax benefit
|
|
10.8
|
|
|
9.5
|
|
|
7.5
|
|
|||
Foreign earnings taxed at different rates
|
|
1.1
|
|
|
(6.7
|
)
|
|
(8.1
|
)
|
|||
Change in unrecognized tax benefit
|
|
(7.8
|
)
|
|
0.9
|
|
|
(2.5
|
)
|
|||
Benefit for domestic manufacturing deduction
|
|
—
|
|
|
(9.7
|
)
|
|
(12.1
|
)
|
|||
Tax credits
|
|
(3.0
|
)
|
|
(2.3
|
)
|
|
(10.7
|
)
|
|||
Tax impact of impairment of goodwill
|
|
—
|
|
|
—
|
|
|
41.2
|
|
|||
Impact of U.S. tax reform
|
|
(3.3
|
)
|
|
(57.7
|
)
|
|
—
|
|
|||
Change in investment assertion on foreign earnings
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|||
Other, net
|
|
(4.1
|
)
|
|
(0.8
|
)
|
|
—
|
|
|||
Provision for income taxes
|
|
$
|
87.3
|
|
|
$
|
88.4
|
|
|
$
|
148.1
|
|
Effective income tax rate on continuing operations
|
|
19.6
|
%
|
|
20.6
|
%
|
|
39.1
|
%
|
(in millions)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Deferred revenue
|
|
$
|
21.1
|
|
|
$
|
20.1
|
|
Warranty reserves
|
|
4.6
|
|
|
4.7
|
|
||
Inventory reserves
|
|
7.6
|
|
|
7.7
|
|
||
Allowance for doubtful accounts
|
|
2.5
|
|
|
3.1
|
|
||
Employee benefits
|
|
27.6
|
|
|
30.2
|
|
||
Foreign loss carryforwards
|
|
5.1
|
|
|
3.8
|
|
||
Federal tax credit carryovers
|
|
—
|
|
|
3.1
|
|
||
Deferred state tax attributes
|
|
11.9
|
|
|
11.9
|
|
||
Other, net
|
|
—
|
|
|
1.7
|
|
||
Gross deferred assets
|
|
80.4
|
|
|
86.3
|
|
||
Valuation allowances
|
|
(1.3
|
)
|
|
(4.3
|
)
|
||
Deferred tax assets after valuation allowances
|
|
79.1
|
|
|
82.0
|
|
||
|
|
|
|
|
||||
Undistributed foreign earnings
|
|
(11.0
|
)
|
|
(7.9
|
)
|
||
Depreciation
|
|
(47.2
|
)
|
|
(36.7
|
)
|
||
Amortization
|
|
(43.7
|
)
|
|
(37.4
|
)
|
||
Carryover intangible basis of acquirees
|
|
(128.8
|
)
|
|
(155.0
|
)
|
||
Other, net
|
|
(0.4
|
)
|
|
—
|
|
||
Gross deferred liabilities
|
|
(231.1
|
)
|
|
(237.0
|
)
|
||
|
|
|
|
|
||||
Net deferred tax liabilities
|
|
$
|
(152.0
|
)
|
|
$
|
(155.0
|
)
|
(in millions)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Other long-term assets
|
|
$
|
2.6
|
|
|
$
|
1.4
|
|
Other long-term liabilities
|
|
(154.6
|
)
|
|
(156.4
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(152.0
|
)
|
|
$
|
(155.0
|
)
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance as of January 1
|
|
$
|
37.4
|
|
|
$
|
24.6
|
|
|
$
|
27.7
|
|
Additions based on tax positions related to current year
|
|
3.3
|
|
|
3.0
|
|
|
0.6
|
|
|||
Additions related to acquired uncertain tax positions
|
|
—
|
|
|
12.6
|
|
|
—
|
|
|||
Adjustments for tax positions of prior years
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|||
Reductions due to statute of limitations
|
|
(12.0
|
)
|
|
(3.3
|
)
|
|
(2.1
|
)
|
|||
Reductions due to settlements
|
|
(1.2
|
)
|
|
(1.7
|
)
|
|
(1.4
|
)
|
|||
Adjustments due to foreign exchange rates
|
|
(0.2
|
)
|
|
0.7
|
|
|
(0.2
|
)
|
|||
Balance as of December 31
|
|
$
|
27.3
|
|
|
$
|
37.4
|
|
|
$
|
24.6
|
|
(in millions)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Raw materials
|
|
$
|
195.1
|
|
|
$
|
177.7
|
|
Work-in-process
|
|
59.5
|
|
|
62.9
|
|
||
Finished goods
|
|
236.5
|
|
|
238.5
|
|
||
Reserves
|
|
(33.6
|
)
|
|
(30.3
|
)
|
||
Inventories, net
|
|
$
|
457.5
|
|
|
$
|
448.8
|
|
(in millions)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Land
|
|
$
|
69.1
|
|
|
$
|
74.1
|
|
Buildings and leasehold improvements
|
|
441.9
|
|
|
374.5
|
|
||
Machinery and equipment
|
|
875.3
|
|
|
801.0
|
|
||
Projects in progress
|
|
78.9
|
|
|
122.1
|
|
||
Property, plant and equipment, gross
|
|
1,465.2
|
|
|
1,371.7
|
|
||
Accumulated depreciation
|
|
(705.1
|
)
|
|
(640.6
|
)
|
||
Property, plant and equipment, net
|
|
$
|
760.1
|
|
|
$
|
731.1
|
|
(in millions)
|
|
CCM
|
|
CIT
|
|
CFT
|
|
CBF (1)
|
|
Total
|
||||||||||
Net balance as of December 31, 2016
|
|
$
|
117.5
|
|
|
$
|
639.1
|
|
|
$
|
167.9
|
|
|
$
|
96.4
|
|
|
$
|
1,020.9
|
|
Goodwill acquired during year (2)
|
|
420.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
420.2
|
|
|||||
Measurement period adjustments
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Currency translation and other
|
|
6.6
|
|
|
0.9
|
|
|
3.1
|
|
|
0.1
|
|
|
10.7
|
|
|||||
Net balance as of December 31, 2017
|
|
$
|
544.3
|
|
|
$
|
640.3
|
|
|
$
|
171.0
|
|
|
$
|
96.5
|
|
|
$
|
1,452.1
|
|
Goodwill acquired during year (2), (3)
|
|
2.8
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|||||
Measurement period adjustments
|
|
(12.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.0
|
)
|
|||||
Currency translation and other
|
|
(2.3
|
)
|
|
0.1
|
|
|
(1.5
|
)
|
|
(0.1
|
)
|
|
(3.8
|
)
|
|||||
Net balance as of December 31, 2018
|
|
$
|
532.8
|
|
|
$
|
643.1
|
|
|
$
|
169.5
|
|
|
$
|
96.4
|
|
|
$
|
1,441.8
|
|
(1)
|
CBF goodwill balance as of December 31, 2016, is presented net of accumulated impairment losses of $130.0 million recorded in 2016. No other segments have incurred impairment losses.
|
(2)
|
See Note 3 for further information on goodwill resulting from recent acquisitions.
|
(3)
|
During 2018, Carlisle acquired three businesses for an aggregate purchase price of $20.1 million.
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
(in millions)
|
|
Acquired Cost
|
|
Accumulated Amortization
|
|
Net Book Value
|
|
Acquired Cost
|
|
Accumulated Amortization
|
|
Net Book Value
|
||||||||||||
Assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
|
$
|
843.8
|
|
|
$
|
(287.7
|
)
|
|
$
|
556.1
|
|
|
$
|
844.8
|
|
|
$
|
(230.8
|
)
|
|
$
|
614.0
|
|
Technology and intellectual property
|
|
268.8
|
|
|
(129.3
|
)
|
|
139.5
|
|
|
272.0
|
|
|
(95.6
|
)
|
|
176.4
|
|
||||||
Trade names and other
|
|
45.4
|
|
|
(16.4
|
)
|
|
29.0
|
|
|
40.1
|
|
|
(9.6
|
)
|
|
30.5
|
|
||||||
Assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade names
|
|
243.1
|
|
|
—
|
|
|
243.1
|
|
|
244.1
|
|
|
—
|
|
|
244.1
|
|
||||||
Other intangible assets, net
|
|
$
|
1,401.1
|
|
|
$
|
(433.4
|
)
|
|
$
|
967.7
|
|
|
$
|
1,401.0
|
|
|
$
|
(336.0
|
)
|
|
$
|
1,065.0
|
|
Customer relationships
|
|
10.0
|
Technology and intellectual property
|
|
6.4
|
Trade names and other
|
|
8.5
|
Total assets subject to amortization
|
|
9.2
|
(in millions)
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||
Estimated future amortization expense
|
|
$
|
98.2
|
|
|
$
|
95.0
|
|
|
$
|
87.4
|
|
|
$
|
73.4
|
|
|
$
|
68.0
|
|
|
$
|
302.6
|
|
(in millions)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Carlisle Construction Materials
|
|
$
|
285.3
|
|
|
$
|
325.1
|
|
Carlisle Interconnect Technologies
|
|
313.4
|
|
|
344.5
|
|
||
Carlisle Fluid Technologies
|
|
280.9
|
|
|
302.5
|
|
||
Carlisle Brake & Friction
|
|
86.6
|
|
|
92.9
|
|
||
Corporate
|
|
1.5
|
|
|
—
|
|
||
Total
|
|
$
|
967.7
|
|
|
$
|
1,065.0
|
|
(in millions)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Compensation and benefits
|
|
$
|
99.9
|
|
|
$
|
100.1
|
|
Customer incentives
|
|
66.1
|
|
|
60.5
|
|
||
Standard product warranties
|
|
31.9
|
|
|
30.4
|
|
||
Income and other accrued taxes
|
|
16.7
|
|
|
17.6
|
|
||
Other accrued expenses
|
|
43.4
|
|
|
49.2
|
|
||
Accrued expenses
|
|
$
|
258.0
|
|
|
$
|
257.8
|
|
(in millions)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Balance as of January 1
|
|
$
|
30.4
|
|
|
$
|
29.1
|
|
Current year provision
|
|
18.1
|
|
|
16.6
|
|
||
Current year claims
|
|
(16.3
|
)
|
|
(16.3
|
)
|
||
Current year foreign exchange
|
|
(0.3
|
)
|
|
1.0
|
|
||
Balance as of December 31
|
|
$
|
31.9
|
|
|
$
|
30.4
|
|
|
|
|
|
|
|
Fair Value (1)
|
||||||||||
(in millions)
|
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||||
3.75% Notes due 2027
|
|
$
|
600.0
|
|
|
$
|
600.0
|
|
|
$
|
579.4
|
|
|
$
|
607.1
|
|
3.5% Notes due 2024
|
|
400.0
|
|
|
400.0
|
|
|
386.4
|
|
|
403.7
|
|
||||
3.75% Notes due 2022
|
|
350.0
|
|
|
350.0
|
|
|
345.5
|
|
|
358.9
|
|
||||
5.125% Notes due 2020
|
|
250.0
|
|
|
250.0
|
|
|
255.0
|
|
|
264.8
|
|
||||
Unamortized discount, debt issuance costs and other
|
|
(12.2
|
)
|
|
(13.8
|
)
|
|
|
|
|
||||||
Total long term-debt
|
|
$
|
1,587.8
|
|
|
$
|
1,586.2
|
|
|
|
|
|
(1)
|
The fair value is estimated based on current yield rates plus the Company’s estimated credit spread available for financings with similar terms and maturities. Based on these inputs, debt instruments are classified as Level 2 in the fair value hierarchy.
|
Debt Instrument
|
|
Date
|
|
Spread
|
3.75% Notes due 2027
|
|
September 1, 2027
|
|
25 basis points
|
3.5% Notes due 2024
|
|
October 1, 2024
|
|
20 basis points
|
3.75% Notes due 2022
|
|
August 15, 2022
|
|
35 basis points
|
5.125% Notes due 2020
|
|
September 15, 2020
|
|
35 basis points
|
|
|
2018
|
|
2017
|
||
Discount rate
|
|
4.1
|
%
|
|
3.5
|
%
|
Rate of compensation increase
|
|
3.8
|
%
|
|
3.8
|
%
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Discount rate
|
|
3.5
|
%
|
|
3.9
|
%
|
|
4.4
|
%
|
Rate of compensation increase
|
|
3.8
|
%
|
|
3.8
|
%
|
|
4.3
|
%
|
Expected long-term return on plan assets
|
|
6.3
|
%
|
|
6.3
|
%
|
|
6.2
|
%
|
(in millions)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Funded status
|
|
|
|
|
||||
Projected benefit obligation
|
|
|
|
|
||||
Beginning of year
|
|
$
|
182.8
|
|
|
$
|
172.5
|
|
Change in benefit obligation:
|
|
|
|
|
|
|
||
Service cost
|
|
3.1
|
|
|
2.6
|
|
||
Interest cost
|
|
5.5
|
|
|
5.3
|
|
||
Plan amendments
|
|
—
|
|
|
0.7
|
|
||
Actuarial (gain)/loss
|
|
(10.0
|
)
|
|
15.5
|
|
||
Benefits paid
|
|
(13.9
|
)
|
|
(13.8
|
)
|
||
End of year
|
|
$
|
167.5
|
|
|
$
|
182.8
|
|
Fair value of plan assets
|
|
|
|
|
|
|
||
Beginning of year
|
|
$
|
165.7
|
|
|
$
|
163.2
|
|
Change in plan assets:
|
|
|
|
|
|
|
||
Actual return on plan assets
|
|
(4.6
|
)
|
|
14.9
|
|
||
Company contributions
|
|
1.4
|
|
|
1.4
|
|
||
Benefits paid
|
|
(13.9
|
)
|
|
(13.8
|
)
|
||
End of year
|
|
$
|
148.6
|
|
|
$
|
165.7
|
|
|
|
|
|
|
||||
Unfunded status end of year
|
|
$
|
(18.9
|
)
|
|
$
|
(17.1
|
)
|
|
|
|
|
|
||||
Accumulated benefit obligation at end of year
|
|
$
|
167.0
|
|
|
$
|
181.1
|
|
(in millions)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Long-term assets
|
|
$
|
0.7
|
|
|
$
|
5.2
|
|
Current liabilities
|
|
(1.5
|
)
|
|
(1.4
|
)
|
||
Long-term liabilities
|
|
(18.1
|
)
|
|
(20.9
|
)
|
||
Net pension liability
|
|
$
|
(18.9
|
)
|
|
$
|
(17.1
|
)
|
(in millions)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Unrecognized actuarial losses (gross)
|
|
$
|
49.3
|
|
|
$
|
48.8
|
|
Unrecognized actuarial losses (net of tax)
|
|
39.6
|
|
|
38.0
|
|
||
Unrecognized prior service costs (gross)
|
|
1.0
|
|
|
1.3
|
|
||
Unrecognized prior service costs (net of tax)
|
|
0.8
|
|
|
1.1
|
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Service cost
|
|
$
|
3.1
|
|
|
$
|
2.6
|
|
|
$
|
3.4
|
|
Interest cost
|
|
5.5
|
|
|
5.3
|
|
|
5.4
|
|
|||
Expected return on plan assets
|
|
(10.3
|
)
|
|
(10.2
|
)
|
|
(10.1
|
)
|
|||
Amortization of unrecognized net loss
|
|
4.3
|
|
|
2.3
|
|
|
2.1
|
|
|||
Amortization of unrecognized prior service credit
|
|
0.3
|
|
|
0.2
|
|
|
0.2
|
|
|||
Net periodic benefit cost
|
|
$
|
2.9
|
|
|
$
|
0.2
|
|
|
$
|
1.0
|
|
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
||||||
(in millions)
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
Cash
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
U.S. treasury bonds
|
|
27.0
|
|
|
—
|
|
||
Mutual funds:
|
|
|
|
|
|
|
||
Equity mutual funds (1)
|
|
17.8
|
|
|
19.4
|
|
||
Fixed income mutual funds (2)
|
|
103.2
|
|
|
145.6
|
|
||
Total
|
|
$
|
148.6
|
|
|
$
|
165.6
|
|
(1)
|
This category is comprised of investments in mutual funds that invest in equity securities such as large publicly traded companies listed in the S&P 500 Index; small to medium sized companies with market capitalization in the range of the Russell 2500 Index; and foreign issuers in emerging markets.
|
(2)
|
This category is comprised of investments in mutual funds that invest in U.S. corporate fixed income securities, including asset‑backed securities; high yield fixed income securities primarily rated BB, B, CCC, CC, C and D; and US dollar denominated debt securities of government, government related and corporate issuers in emerging market countries.
|
(in millions)
|
|
Estimated
Benefit
Payments
|
||
2019
|
|
$
|
14.5
|
|
2020
|
|
14.9
|
|
|
2021
|
|
14.3
|
|
|
2022
|
|
14.5
|
|
|
2023
|
|
14.7
|
|
|
2024-2028
|
|
67.7
|
|
(in millions)
|
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
|||
Common shares held
|
|
1.0
|
|
|
1.1
|
|
|
1.2
|
|
(in millions)
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
Deferred taxes and other tax liabilities (1)
|
|
$
|
186.7
|
|
|
$
|
212.6
|
|
Pension and other post-retirement obligations (2)
|
|
22.8
|
|
|
26.6
|
|
||
Deferred compensation (3)
|
|
21.5
|
|
|
24.7
|
|
||
Long-term workers' compensation (4)
|
|
15.0
|
|
|
10.3
|
|
||
Other
|
|
20.5
|
|
|
14.5
|
|
||
Other long-term liabilities
|
|
$
|
266.5
|
|
|
$
|
288.7
|
|
(1)
|
Refer to Note 9 for additional deferred tax discussion.
|
(2)
|
Refer to Note 15 for additional pension discussion.
|
(3)
|
Refer to Note 18 for additional deferred compensation discussion.
|
(4)
|
Refer to Note 17 for additional workers' compensation discussion.
|
(in millions)
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||
Future minimum payments
|
|
$
|
16.7
|
|
|
$
|
10.8
|
|
|
$
|
6.8
|
|
|
$
|
4.9
|
|
|
$
|
4.2
|
|
|
$
|
5.1
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
(in millions)
|
|
Fair Value (1)
|
|
Notional Value
|
|
Fair Value (1)
|
|
Notional Value
|
||||||||
Designated hedges
|
|
$
|
0.2
|
|
|
$
|
95.0
|
|
|
$
|
(0.2
|
)
|
|
$
|
22.3
|
|
Non-designated hedges
|
|
0.1
|
|
|
49.9
|
|
|
0.2
|
|
|
38.6
|
|
(1)
|
The fair value of foreign currency forward contracts is included in other current assets. The fair value was estimated using observable market inputs such as forward and spot prices of the underlying exchange rate pair. Based on these inputs, derivative assets and liabilities are classified as Level 2 in the fair value hierarchy.
|
(in millions)
|
|
Accrued
post-retirement benefit liability
|
|
Foreign currency translation
|
|
Foreign currency forward contracts
|
|
Total
|
||||||||
Balance as of January 1, 2017
|
|
$
|
(26.4
|
)
|
|
$
|
(96.7
|
)
|
|
$
|
0.9
|
|
|
$
|
(122.2
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(11.2
|
)
|
|
46.6
|
|
|
(4.4
|
)
|
|
31.0
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss) (1)
|
|
2.5
|
|
|
—
|
|
|
(0.5
|
)
|
|
2.0
|
|
||||
Income tax benefit
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
||||
Other comprehensive income (loss)
|
|
(5.2
|
)
|
|
46.6
|
|
|
(4.9
|
)
|
|
36.5
|
|
||||
Balance as of December 31, 2017
|
|
(31.6
|
)
|
|
(50.1
|
)
|
|
(4.0
|
)
|
|
(85.7
|
)
|
||||
Adoption of accounting standard
|
|
(6.5
|
)
|
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassifications
|
|
(5.1
|
)
|
|
(30.3
|
)
|
|
0.4
|
|
|
(35.0
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss) (1)
|
|
4.6
|
|
|
—
|
|
|
0.4
|
|
|
5.0
|
|
||||
Income tax benefit
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Other comprehensive income (loss)
|
|
(0.4
|
)
|
|
(30.3
|
)
|
|
0.8
|
|
|
(29.9
|
)
|
||||
Balance as of December 31, 2018
|
|
$
|
(38.5
|
)
|
|
$
|
(80.4
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(122.1
|
)
|
(1)
|
The accrued post‑retirement benefit liability reclassification pertains to the amortization of unrecognized actuarial gains and losses and prior service credits which is included in net periodic benefit cost. See Note 15 for additional pension discussion.
|
|
|
2018
|
||||||||||||||||||
(in millions, except per share data)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
Revenues
|
|
$
|
984.7
|
|
|
$
|
1,236.1
|
|
|
$
|
1,181.4
|
|
|
$
|
1,077.3
|
|
|
$
|
4,479.5
|
|
Gross margin
|
|
249.4
|
|
|
332.2
|
|
|
314.3
|
|
|
278.8
|
|
|
1,174.7
|
|
|||||
Operating income
|
|
94.7
|
|
|
159.7
|
|
|
140.0
|
|
|
114.6
|
|
|
509.0
|
|
|||||
Income from continuing operations
|
|
57.9
|
|
|
114.7
|
|
|
96.9
|
|
|
89.1
|
|
|
358.6
|
|
|||||
Income (loss) from discontinued operations
|
|
251.7
|
|
|
(1.0
|
)
|
|
2.8
|
|
|
(1.0
|
)
|
|
252.5
|
|
|||||
Net income
|
|
309.6
|
|
|
113.7
|
|
|
99.7
|
|
|
88.1
|
|
|
611.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations (1)
|
|
$
|
0.93
|
|
|
$
|
1.88
|
|
|
$
|
1.61
|
|
|
$
|
1.50
|
|
|
$
|
5.92
|
|
Income (loss) from discontinued operations (1)
|
|
4.05
|
|
|
(0.02
|
)
|
|
0.05
|
|
|
(0.02
|
)
|
|
4.17
|
|
|||||
Basic earnings per share (1)
|
|
$
|
4.98
|
|
|
$
|
1.86
|
|
|
$
|
1.66
|
|
|
$
|
1.48
|
|
|
$
|
10.09
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations (1)
|
|
$
|
0.92
|
|
|
$
|
1.87
|
|
|
$
|
1.59
|
|
|
$
|
1.49
|
|
|
$
|
5.88
|
|
Income (loss) from discontinued operations (1)
|
|
4.02
|
|
|
(0.02
|
)
|
|
0.05
|
|
|
(0.02
|
)
|
|
4.14
|
|
|||||
Diluted earnings per share (1)
|
|
$
|
4.94
|
|
|
$
|
1.85
|
|
|
$
|
1.64
|
|
|
$
|
1.47
|
|
|
$
|
10.02
|
|
(1)
|
The sum of quarterly earnings per share amounts may not equal the year due to differences in weighted-average share calculation.
|
|
|
2017
|
||||||||||||||||||
(in millions, except per share data)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
Revenues
|
|
$
|
774.0
|
|
|
$
|
983.9
|
|
|
$
|
1,002.4
|
|
|
$
|
990.5
|
|
|
$
|
3,750.8
|
|
Gross margin
|
|
226.1
|
|
|
286.5
|
|
|
284.6
|
|
|
251.1
|
|
|
1,048.3
|
|
|||||
Operating income
|
|
89.5
|
|
|
146.3
|
|
|
134.8
|
|
|
93.4
|
|
|
464.0
|
|
|||||
Income from continuing operations
|
|
57.9
|
|
|
94.7
|
|
|
79.1
|
|
|
108.9
|
|
|
340.6
|
|
|||||
Income from discontinued operations
|
|
3.9
|
|
|
7.6
|
|
|
7.2
|
|
|
6.2
|
|
|
24.9
|
|
|||||
Net income
|
|
61.8
|
|
|
102.3
|
|
|
86.3
|
|
|
115.1
|
|
|
365.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations (1)
|
|
$
|
0.89
|
|
|
$
|
1.47
|
|
|
$
|
1.27
|
|
|
$
|
1.75
|
|
|
$
|
5.36
|
|
Income from discontinued operations (1)
|
|
0.06
|
|
|
0.12
|
|
|
0.11
|
|
|
0.09
|
|
|
0.39
|
|
|||||
Basic earnings per share (1)
|
|
$
|
0.95
|
|
|
$
|
1.59
|
|
|
$
|
1.38
|
|
|
$
|
1.84
|
|
|
$
|
5.75
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations (1)
|
|
$
|
0.88
|
|
|
$
|
1.46
|
|
|
$
|
1.26
|
|
|
$
|
1.73
|
|
|
$
|
5.32
|
|
Income from discontinued operations (1)
|
|
0.06
|
|
|
0.12
|
|
|
0.11
|
|
|
0.09
|
|
|
0.39
|
|
|||||
Diluted earnings per share (1)
|
|
$
|
0.94
|
|
|
$
|
1.58
|
|
|
$
|
1.37
|
|
|
$
|
1.82
|
|
|
$
|
5.71
|
|
(1)
|
The sum of quarterly earnings per share amounts may not equal the year due to differences in weighted-average share calculation.
|
Name
|
|
Age
|
|
Position with Company
|
|
Period of Service
|
D. Christian Koch
|
|
53
|
|
Director, President and Chief Executive Officer since January 2016; President and Chief Operating Officer from May 2014 to December 2015; Group President, Carlisle Diversified Products from June 2012 to May 2014; President, Carlisle Brake & Friction from January 2009 to June 2012; President, Carlisle Asia‑Pacific from February 2008 to January 2009.
|
|
February 2008 to date
|
Titus B. Ball
|
|
45
|
|
Vice President, Chief Accounting Officer since May 2016; Director of Internal Audit from April 2011 to April 2016.
|
|
January 2010 to date
|
Shelley J. Bausch
|
|
53
|
|
President, Carlisle Fluid Technologies since October 2017; Vice President, PPG Industrial Coatings from January 2014 to September 2017; Business Vice President, Finished Products, Dow Corning Corporation from April 2011 to January 2014.
|
|
October 2017 to date
|
John E. Berlin
|
|
57
|
|
President, Carlisle Interconnect Technologies since February 1995.
|
|
January 1990 to date
|
Karl T. Messmer
|
|
48
|
|
President, Carlisle Brake & Friction since November 2015; Vice President & General Manager, Networking Solutions, Belden Inc. from October 2010 to September 2015.
|
|
November 2015 to date
|
Amelia Murillo
|
|
44
|
|
Vice President, Human Resources since February 2016; Vice President, Finance & Administration, Carlisle Interconnect Technologies from October 2008 to April 2014.
|
|
February 2016 to date
|
Robert M. Roche
|
|
51
|
|
Vice President, Chief Financial Officer since February 2017; Senior Vice President, Business Finance, Tyco International from August 2014 to February 2017, Chief Operating Officer & Senior Vice President, Business Finance, Tyco International from December 2014 to August 2015, and Senior Vice President, Audit, Tyco International from January 2013 to August 2014.
|
|
February 2017 to date
|
Scott C. Selbach
|
|
63
|
|
Vice President, Secretary and General Counsel since May 2018; Vice President, Corporate Development from April 2006 to May 2018.
|
|
April 2006 to date
|
Douglas C. Taylor
|
|
49
|
|
Vice President, Carlisle Operating System since June 2014; Director of Operational Excellence, Demmer Corporation from March 2013 to June 2014.
|
|
June 2014 to date
|
Kevin P. Zdimal
|
|
48
|
|
Vice President, Corporate Development since May 2018, Vice President, Business Development from May 2016 to May 2018, Vice President and Chief Accounting Officer from May 2010 to May 2016.
|
|
September 1995 to date
|
Plan Category
(in thousands, except per share amounts)
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
||||
|
(a)
|
|
(b)
|
|
(c)
|
|
|||||
Equity compensation plans approved by equity security holders
|
|
2,286
|
|
(1)
|
$
|
98.80
|
|
|
1,825
|
|
(2)
|
Equity compensation plans not approved by equity security holders
|
|
—
|
|
|
n/a
|
|
|
—
|
|
|
|
Total
|
|
2,286
|
|
|
$
|
98.80
|
|
|
1,825
|
|
|
(1)
|
The number of securities to be issued does not include restricted stock units as these awards vest immediately upon issuance.
|
(2)
|
Includes shares of our common stock issuable upon vesting of 1,161 thousand restricted stock awards and performance share awards at maximum performance levels.
|
Consolidated Statements of Income and Comprehensive Income, years ended December 31, 2018, 2017 and 2016
|
|
Consolidated Balance Sheets, December 31, 2018 and 2017
|
|
Consolidated Statements of Cash Flows, years ended December 31, 2018, 2017 and 2016
|
|
Consolidated Statements of Shareholders’ Equity, years ended December 31, 2018, 2017 and 2016
|
|
Notes to Consolidated Financial Statements
|
Carlisle Companies Incorporated
|
||||||||||
Exhibit Index
|
||||||||||
Exhibit
|
|
|
|
Filed with this Form 10-K
|
|
Incorporated by Reference
|
||||
Number
|
|
Exhibit Title
|
|
|
Form
|
|
File No.
|
|
Date Filed
|
|
|
Master Transaction Agreement, dated October 20, 2013, between the Company and CTP Transportation Products, LLC.
|
|
|
|
8-K
|
|
001-09278
|
|
10/22/2013
|
|
|
Asset Purchase Agreement, date October 20, 2013, between Carlisle Transportation Products, Inc., Carlisle Intangible Company and CTP Transportation Products, LLC.
|
|
|
|
8-K
|
|
001-09278
|
|
10/22/2013
|
|
|
Asset Purchase Agreement, dated October 20, 2013, between Carlisle Canada and CTP Transportation Products, LLC.
|
|
|
|
8-K
|
|
001-09278
|
|
10/22/2013
|
|
|
Stock Purchase Agreement, dated October 20, 2013, between Carlisle International BV and CTP Transportation Products, LLC.
|
|
|
|
8-K
|
|
001-09278
|
|
10/22/2013
|
|
|
Equity Purchase Agreement, dated October 20, 2013, between Carlisle Asia Pacific Limited and CTP Transportation Products, LLC.
|
|
|
|
8-K
|
|
001-09278
|
|
10/22/2013
|
|
|
Asset Purchase Agreement, dated October 20, 2013, between Carlisle Asia Pacific Limited and CTP Transportation Products, LLC.
|
|
|
|
8-K
|
|
001-09278
|
|
10/22/2013
|
|
|
Form of Trademark License Agreement between the Company, Carlisle Intangible Company and CTP Transportation Products, LLC.
|
|
|
|
8-K
|
|
001-09278
|
|
10/22/2013
|
|
|
Asset Purchase Agreement, dated October 7, 2014, between the Company, Carlisle Fluid Technologies, Inc., Graco Inc. and Finishing Brands Holdings Inc.
|
|
|
|
8-K
|
|
001-09278
|
|
10/8/2014
|
|
|
Amendment No. 1 to Asset Purchase Agreement, dated March 6, 2015, between the Company, Carlisle Fluid Technologies, Inc., Graco Inc. and Finishing Brands Holdings Inc.
|
|
|
|
8-K
|
|
001-09278
|
|
3/9/2015
|
|
|
Form of Cross License Agreement (as amended by Amendment No. 1 to Asset Purchase Agreement), by and among the Company, Carlisle Fluid Technologies, Inc., Finishing Brands Holdings Inc., Graco Inc. and Gema Switzerland GmbH.
|
|
|
|
8-K
|
|
001-09278
|
|
3/9/2015
|
|
|
Securities Purchase Agreement, dated September 29, 2017, between Accella Performance Materials LLC, Accella Holdings LLC and Carlisle Construction Materials, LLC.
|
|
|
|
8-K
|
|
001-09278
|
|
10/2/2017
|
|
2.12*
|
|
Stock Purchase Agreement, dated as of January 31, 2018, by and among Carlisle, LLC, Carlisle FoodService Products, Incorporated, CFSP Acquisition Corp. and Carlisle Companies Incorporated.
|
|
|
|
8-K
|
|
001-09278
|
|
2/2/2018
|
|
Restated Certificate of Incorporation of the Company.
|
|
|
|
10-Q
|
|
001-09278
|
|
10/21/2015
|
|
|
Amended and Restated Bylaws of the Company.
|
|
|
|
8-K
|
|
001-09278
|
|
12/14/2015
|
|
4.1P
|
|
Form of Trust Indenture between the Company and Fleet National Bank.
|
|
|
|
S-3
|
|
333-16785
|
|
11/26/1996
|
|
First Supplemental Indenture, dated as of August 18, 2006, among the Company, U.S. Bank National Association (as successor to State Street Bank and Trust Company, as successor to Fleet National Bank) and The Bank of New York Trust Company, N.A.
|
|
|
|
8-K
|
|
001-09278
|
|
8/18/2006
|
|
|
Second Supplemental Indenture, dated as of December 9, 2010, among the Company, U.S. Bank National Association (as successor to State Street Bank and Trust Company, as successor to Fleet National Bank) and The Bank of New York Mellon Trust Company, N.A.
|
|
|
|
8-K
|
|
001-09278
|
|
12/10/2010
|
Carlisle Companies Incorporated
|
||||||||||
Exhibit Index
|
||||||||||
Exhibit
|
|
|
|
Filed with this Form 10-K
|
|
Incorporated by Reference
|
||||
Number
|
|
Exhibit Title
|
|
|
Form
|
|
File No.
|
|
Date Filed
|
|
|
Third Supplemental Indenture, dated as of November 20, 2012, among the Company, U.S. Bank National Association (as successor to State Street Bank and Trust Company, as successor to Fleet National Bank) and The Bank of New York Mellon Trust Company, N.A.
|
|
|
|
8-K
|
|
001-09278
|
|
11/20/2012
|
|
|
Form of 3.500% Notes due 2024.
|
|
|
|
8-K
|
|
001-09278
|
|
11/16/2017
|
|
|
Form of 3.750% Notes due 2027.
|
|
|
|
8-K
|
|
001-09278
|
|
11/16/2017
|
|
10.1**
|
|
Carlisle Companies Incorporated Amended and Restated Executive Incentive Program.
|
|
|
|
Schedule 14A
|
|
001-09278
|
|
3/20/2012
|
10.2**
|
|
Form of Carlisle Companies Incorporated Nonqualified Stock Option Agreement.
|
|
|
|
10-Q
|
|
001-09278
|
|
11/8/2004
|
10.3**
|
|
Form of Carlisle Companies Incorporated Restricted Share Agreement with Non-Compete Covenant.
|
|
|
|
10-Q
|
|
001-09278
|
|
7/22/2014
|
10.4**
|
|
Form of Amended and Restated Executive Severance Agreement.
|
|
|
|
10-K
|
|
001-09278
|
|
2/27/2009
|
10.5**P
|
|
Summary Plan Description of Carlisle Companies Incorporated Director Retirement Plan, effective November 6, 1991.
|
|
|
|
10-K
|
|
001-09278
|
|
3/24/1992
|
10.6**
|
|
Amendment to the Carlisle Companies Incorporated Director Retirement Plan.
|
|
|
|
10-K
|
|
001-09278
|
|
3/11/2004
|
10.7**
|
|
Carlisle Companies Incorporated Amended and Restated Nonemployee Director Equity Plan.
|
|
|
|
Schedule 14A
|
|
001-09278
|
|
3/9/2005
|
10.8**
|
|
Form of Carlisle Companies Incorporated Stock Option Agreement for Nonemployee Directors.
|
|
|
|
8-K
|
|
001-09278
|
|
2/7/2005
|
10.9**
|
|
Form of Carlisle Companies Incorporated Nonqualified Stock Option Agreement for Nonemployee Directors.
|
|
|
|
8-K
|
|
001-09278
|
|
5/10/2005
|
10.10**
|
|
Form of Carlisle Companies Incorporated Restricted Share Agreement for Nonemployee Directors.
|
|
|
|
8-K
|
|
001-09278
|
|
5/10/2005
|
10.11**
|
|
Form of Carlisle Companies Incorporated Restricted Stock Unit Agreement for Nonemployee Directors.
|
|
|
|
10-K
|
|
001-09278
|
|
2/27/2009
|
10.12**
|
|
Carlisle Companies Incorporated Amended and Restated Deferred Compensation Plan for Nonemployee Directors.
|
|
|
|
10-K
|
|
001-09278
|
|
2/27/2009
|
10.13**
|
|
Carlisle Companies Incorporated Amended and Restated Incentive Compensation Program, effective January 1, 2015.
|
|
|
|
Schedule 14A
|
|
001-09278
|
|
3/20/2015
|
10.14**
|
|
Letter Agreement, dated June 5, 2007, between David A. Roberts and the Company.
|
|
|
|
8-K
|
|
001-09278
|
|
6/12/2007
|
10.15**
|
|
Nonqualified Stock Option Agreement, dated as of June 21, 2007, between the Company and David A. Roberts.
|
|
|
|
10-Q
|
|
001-09278
|
|
8/6/2007
|
10.16**
|
|
Restricted Share Agreement, dated as of June 21, 2007, between the Company and David A. Roberts.
|
|
|
|
10-Q
|
|
001-09278
|
|
8/6/2007
|
10.17**
|
|
Letter Agreements, dated January 11, 2008 and December 31, 2008, between D. Christian Koch and the Company.
|
|
|
|
10-K
|
|
001-09278
|
|
2/27/2009
|
10.18**
|
|
Letter Agreement, dated August 4, 2011, between Fred A. Sutter and the Company.
|
|
|
|
10-Q
|
|
001-09278
|
|
10/25/2011
|
|
Carlisle Corporation Amended and Restated Supplemental Pension Plan.
|
|
|
|
10-K
|
|
001-09278
|
|
2/10/2012
|
|
|
Amendment No. 1 to the Carlisle Corporation Supplemental Pension Plan, adopted February 4, 2014.
|
|
|
|
10-Q
|
|
001-09278
|
|
4/22/2014
|
|
10.21**
|
|
Form of Carlisle Companies Incorporated Performance Share Agreement.
|
|
|
|
10-Q
|
|
001-09278
|
|
4/27/2010
|
Carlisle Companies Incorporated
|
||||||||||
Exhibit Index
|
||||||||||
Exhibit
|
|
|
|
Filed with this Form 10-K
|
|
Incorporated by Reference
|
||||
Number
|
|
Exhibit Title
|
|
|
Form
|
|
File No.
|
|
Date Filed
|
|
10.22**
|
|
Carlisle Companies Incorporated Amended and Restated Nonqualified Deferred Compensation Plan, dated January 1, 2012.
|
|
|
|
10-K
|
|
001-09278
|
|
2/10/2012
|
|
Carlisle Companies Incorporated Nonqualified Benefit Plan Trust, dated February 2, 2010, by and between the Company and Wachovia Bank, National Association.
|
|
|
|
10-Q
|
|
001-09278
|
|
4/27/2010
|
|
|
Third Amended and Restated Credit Agreement, dated as of October 20, 2011, among the Company, Carlisle Management Company, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto.
|
|
|
|
10-Q
|
|
001-09278
|
|
10/25/2011
|
|
|
First Amendment to Third Amended and Restated Credit Agreement, dated as of December 12, 2013, by and among the Company, Carlisle Corporation, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto.
|
|
|
|
8-K
|
|
001-09278
|
|
12/17/2013
|
|
10.26**
|
|
Letter Agreement, dated January 5, 2017, between Robert Roche and the Company.
|
|
|
|
8-K
|
|
001-09278
|
|
2/15/2017
|
|
Second Amendment to Third Amended and Restated Credit Agreement, dated as of February 21, 2017, by and among Carlisle Companies Incorporated, Carlisle Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto.
|
|
|
|
8-K
|
|
001-09278
|
|
2/24/2017
|
|
10.28**
|
|
Form of Executive Severance Agreement
|
|
|
|
8-K/A
|
|
001-09278
|
|
4/12/2017
|
|
Form of Trademark License Agreement between Carlisle Intangible Company, LLC and Carlisle FoodService Products, Incorporated.
|
|
|
|
8-K
|
|
001-09278
|
|
2/2/2018
|
|
|
Letter Agreement, dated August 22, 2018, between the Company and John W. Altmeyer
|
|
|
|
8-K
|
|
001-09278
|
|
9/13/2018
|
|
|
Subsidiaries of the Registrant.
|
|
X
|
|
|
|
|
|
|
|
|
Consent of Independent Registered Public Accounting Firm – Deloitte & Touche LLP.
|
|
X
|
|
|
|
|
|
|
|
|
Consent of Independent Registered Public Accounting Firm – Ernst & Young LLP.
|
|
X
|
|
|
|
|
|
|
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
|
|
X
|
|
|
|
|
|
|
|
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
|
|
X
|
|
|
|
|
|
|
|
|
Section 1350 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
101.1
|
|
Interactive Data File.
|
|
X
|
|
|
|
|
|
|
*
|
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementary to Securities and Exchange Commission upon request.
|
By: /s/ Robert M. Roche
|
|
|
Robert M. Roche, Vice President and
|
|
|
Chief Financial Officer
|
|
|
/s/ D. Christian Koch
|
|
/s/ Robin J. Adams
|
D. Christian Koch, Director,
|
|
Robin J. Adams, Director
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Robert M. Roche
|
|
/s/ Robert G. Bohn
|
Robert M. Roche, Vice President and
|
|
Robert G. Bohn, Director
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ Titus B. Ball
|
|
/s/ Jonathan R. Collins
|
Titus B. Ball, Vice President and
|
|
Jonathan R. Collins, Director
|
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
/s/ James D. Frias
|
|
|
James D. Frias, Director
|
|
|
|
|
|
/s/ Gregg A. Ostrander
|
|
|
Gregg A. Ostrander, Director
|
|
|
|
|
|
/s/ Corrine D. Ricard
|
|
|
Corrine D. Ricard, Director
|
|
|
|
|
|
/s/ David A. Roberts
|
|
|
David A. Roberts, Director
|
|
|
|
|
|
/s/ Lawrence A. Sala
|
|
|
Lawrence A. Sala, Director
|
|
|
|
|
|
/s/ Jesse G. Singh
|
|
|
Jesse G. Singh, Director
|
|
|
|
|
|
Jurisdiction of Incorporation
|
|
|
|
Accella Holdings, LLC
|
|
Delaware
|
Carlisle Construction Materials, LLC
|
|
Delaware
|
Carlisle Interconnect Technologies, Inc.
|
|
Delaware
|
Carlisle, LLC
|
|
Delaware
|
February 14, 2019
|
By:
|
/s/ D. Christian Koch
|
|
|
D. Christian Koch
|
|
|
President and Chief Executive Officer
|
February 14, 2019
|
By:
|
/s/ Robert M. Roche
|
|
|
Robert M. Roche
|
|
|
Vice President and Chief Financial Officer
|
February 14, 2019
|
By:
|
/s/ D. Christian Koch
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D. Christian Koch
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President and Chief Executive Officer
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February 14, 2019
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By:
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/s/ Robert M. Roche
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Robert M. Roche
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Vice President and Chief Financial Officer
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