Exhibit 10.1
CARLISLE COMPANIES INCORPORATED
NONQUALIFIED DEFERRED COMPENSATION PLAN
Amended and Restated as of January 1, 2022
CARLISLE COMPANIES INCORPORATED
NONQUALIFIED DEFERRED COMPENSATION PLAN
Amended and Restated as of January 1, 2022
Table of Contents
Page No.
SECTION 1
Purpose and Administration
1.1 Name of Plan. Carlisle Companies Incorporated, located at 16430 N. Scottsdale Road, Suite 400, Scottsdale, AZ 85254 and with employer tax identification number 31-1168055, hereby amends and restates the Carlisle Companies Incorporated Deferred Compensation Plan (the “Plan”) to clarify the distribution and other provisions, as set forth herein including the variable provisions selected and agreed to by the Company.
1.2 Effective Date. The original effective date of this Plan is February 2, 2010. The effective date of this amendment and restatement is January 1, 2022..
1.3 Purpose. The Company has established the Plan primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees of the Employers. The Plan is intended:
(1) to comply with Code section 409A and official guidance issued thereunder, and
(2) to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.
Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.
The Company intends that the Plan (and each trust under the Plan as described in Section 6.1) shall be treated as unfunded for tax purposes and for purposes of Title I of ERISA. The Plan is not intended to qualify under Code section 401(a). The Company’s obligations hereunder, if any, to a Participant (or to a Participant’s beneficiary) shall be unsecured and shall be a mere promise by the Company to make payments hereunder in the future. A Participant (or the Participant’s beneficiary) shall be treated as a general unsecured creditor of the Company.
1.4 Administration.
(a) General. The Plan shall be administered by the Plan Administrator.
The Plan Administrator shall have the powers, rights and duties set forth in the Plan and shall have the power, in the Plan Administrator’s sole and absolute discretion, to determine all questions arising under the Plan, including the determination of the rights of all persons with respect to the Plan and to interpret the provisions of the Plan and remedy any ambiguities, inconsistencies, or omissions. Any decisions of the Plan Administrator shall be final and binding on all persons with respect to the Plan and the benefits provided under the Plan. The Plan Administrator may delegate the Plan Administrator’s authority under the Plan to one or more officers or directors of the Company; provided, however, that (a) such delegation must be in writing, and (b) the officers or directors of the Company to whom the Plan Administrator is delegating authority must accept such delegation in writing.
If a Participant is serving as the Plan Administrator (either individually or as a member of a committee), the Participant may not decide or determine any matter or question concerning
such Participant’s benefits under the Plan that the Participant would not have the right to decide or determine if the Participant were not serving as the Plan Administrator.
(b) Upon Change in Control. Notwithstanding anything in the Plan to the contrary, upon and after a Change in Control, the Plan Administrator shall be (i) an independent third party selected by Wells Fargo Bank, National Association, as trustee, which may be Wells Fargo Bank, National Association, and approved by the individual who, immediately prior to such event, was the Company’s Chief Executive Officer or, if not so identified, the Company’s highest ranking officer (the “Ex-CEO”), or (ii) prior to the selection of an independent third party following a Change in Control, the Plan Administrator, as constituted prior to a Change in Control, shall continue to act as the Plan Administrator of the Plan until the date on which the independent third party is selected by Wells Fargo Bank, National Association, as trustee and approved by the Ex-CEO. The Plan Administrator shall have the powers, rights and duties set forth in Section 1.4(a); provided however, upon and after the occurrence of a Change in Control, the Plan Administrator shall have no power to direct the investment of, or select any investment manager or custodial firm for, Company assets set aside in a grantor trust for purposes of satisfying the obligations of the Company under the Plan. Upon and after the occurrence of a Change in Control, the Company must: (a) pay all reasonable administrative expenses and fees of the Plan Administrator; (b) indemnify the Plan Administrator against any costs, expenses and liabilities including, without limitation, attorney’s fees and expenses arising in connection with the performance of the Plan Administrator hereunder, except with respect to matters resulting from the gross negligence or willful misconduct of the Plan Administrator or its employees or agents; and (c) supply full and timely information to the Plan Administrator on all matters relating to the Plan, the trust, the Participants and their beneficiaries, the account balances of the Participant’s, the date and circumstances of the Separation from Service or death of any Participant, and such other pertinent information as the Plan Administrator may reasonably require. Upon and after a Change in Control, the Plan Administrator may be terminated (and a replacement appointed) by Wells Fargo Bank, National Association, as trustee only with the approval of the Ex-CEO. Upon and after a Change in Control, the Plan Administrator may not be terminated by the Company.
SECTION 2
Definitions
For purposes of the Plan, the following words and phrases shall have the meanings set forth below, unless their context clearly requires a different meaning:
2.1 Affiliate. “Affiliate” has the meaning given such term under Rule 12b-2 of the General Rules and Regulations under the Exchange Act.
2.2 Associate. “Associate” has the meaning given such term under Rule 12b-2 of the General Rules and Regulations under the Exchange Act.
2.3 Beneficial Owner. “Beneficial Owner” has the meaning given such term under Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
2.4 Bonus. “Bonus” means an amount payable to an eligible Employee under an annual bonus or incentive compensation plan of the Company or a Subsidiary.
2.5 Change in Control. “Change in Control” shall occur in the event: (i) any Person shall become directly or indirectly the Beneficial Owner of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities for the election of directors or fifty percent (50%) or more of the Company’s then outstanding Common Shares, or (ii) any Person completes a tender offer pursuant to Regulation 14D promulgated by the Securities and Exchange Commission under the Exchange Act, or any successor provision thereto, which results in such Person becoming the Beneficial Owner of fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities for the election of directors or fifty percent (50%) or more of the Company’s then outstanding Company Stock.
2.6 Change in Control Acceleration Event. “Change in Control Acceleration Event” means a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company under section 409A(2)(A)(v) of the Code.
2.7 Code. “Code” means the Internal Revenue Code of 1986, as amended from time to time. Any reference to a section of the Code includes any comparable section or sections of any future legislation that amends, supplements or supersedes that section.
2.8 Company. “Company” means Carlisle Companies Incorporated, a Delaware corporation.
2.9 Company Stock. “Company Stock” means the common stock, $1.00 par value per share, of the Company.
2.10 Compensation. “Compensation” means (select all options that apply):
☒ Salary
☒ Bonus
☐ Excess Contributions
☒ Other Compensation: Restricted and performance shares awarded or earned under the Carlisle Companies Incorporated Incentive Compensation Program or its successor.
2.11 Deferral Election. “Deferral Election” means a written irrevocable election filed by the Participant with the Employer specifying the amount of Compensation to be deferred by the Participant for a Plan Year.
2.12 Deferred Compensation Account. “Deferred Compensation Account” means the bookkeeping account maintained under the Plan in the Participant’s name to reflect amounts deferred under the Plan pursuant to Section 3 (as adjusted under Section 4) and any Matching Contributions made on behalf of the Participant pursuant to Section 3 (as adjusted under Section 4). The Deferred Compensation Account shall be hypothetical in nature and shall be maintained for bookkeeping purposes only. Neither the Plan nor the Deferred Compensation Account shall hold any actual funds or assets. The Deferred Compensation Account shall consist of a Participant’s entire account balance.
2.13 Disabled. A Participant shall be considered “Disabled” if (select all options that apply):
☐ The Participant is unable to engage in any substantially gainful activity by reason of any medically determined physical or mental impairment that can be expected to result in death
or that has lasted or can be expected to last for a continuous period of not less than twelve months.
☒ The Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer.
2.14 Distribution Election. “Distribution Election” means an irrevocable election in a form acceptable to the Plan Administrator, which form may be electronic, filed by the Participant with the Employer specifying the time and form of payment for each type of Compensation deferred by the Participant pursuant to a Deferral Election with respect to such deferred Compensation. Any Distribution Election made by a Participant with respect to a type of Compensation deferred by the Participant shall also apply to any Matching Contribution credited to the Participant’s Deferred Compensation Account on account of such deferral. At the time a Participant completes his Deferral Election, he may designate the time and form of payment of such deferred Compensation (and earnings thereon). A Participant may elect to have the portion of his Deferred Compensation Account attributable to each Deferral Election (each a “Deferral Account”) paid at a different time and in a different form and may elect to have a percentage of each Deferral Account paid as of an In-Service Date and the remainder of such Deferral Account paid following the Participant’s Separation from Service, as follows.
(a) Time. Except as otherwise provided in Section 2.14(b) below, a Participant may elect for payment to be made, or begin to be made, within 90 days following (1) the first business day of the seventh month following the Participant’s Separation from Service, (2) the first, second, third, fourth, fifth, sixth, seventh, eighth, ninth or tenth anniversary of the Participant’s Separation from Service, or (3) an In-Service Date designated by the Participant; provided that, in the event a Participant elects to be paid beginning as of an In-Service Date and has a Separation from Service prior to such In-Service Date, the portion of the Participant’s Deferred Compensation Account that would have been payable as of such In-Service Date will instead begin to be paid within 90 days of the first business day of the seventh month following the Participant’s Separation from Service. In the event a Participant is not fully vested in the Participant’s Deferred Compensation Account at the time distribution should begin as provided in this Section, distribution of the portion of the Participant’s Deferred Compensation Account that is not vested will be delayed and distributed within 90 days following the date such portion becomes fully vested.
(b) Form. For payments commencing as a result of a Participant’s Separation from Service on or after the Participant’s Normal Retirement Date, or an In-Service Date designated by the Participant, a Participant may elect to have the portion of his Deferred Compensation Account paid to the Participant in a lump sum payment or in substantially equal annual installments (select all options that apply):
☐ Over a period of three (3) years;
☐ Over a period of five (5) years;
☐ Over a period of ten (10) years; or
☒ Over a period of up to ten (10) years.
The first annual installment shall be made at the time elected by the Participant in accordance with Section 2.14(a). Subsequent installment payments shall be made within 90 days of the anniversary of the first installment payment, provided that, effective as of June 30, 2016, if the first annual installment is to be made within 90 days of the first business day of the seventh month following the Participant’s Separation from Service, subsequent installments will be made within 90 days of the anniversary of the Participant’s Separation from Service.
The Deferred Compensation Account of a Participant who has a Separation from Service prior to the Participant’s Normal Retirement Date shall be paid to the Participant in a lump sum payment within 90 days following the first day of the seventh month following the Participant’s Separation from Service regardless of the time or form of payment otherwise elected by the Participant.
2.15 Employee. “Employee” means an employee of an Employer who meets the eligibility criteria set forth in Section 3.1 of the Plan and who is a member of a select group of management or highly compensated employees as defined under ERISA or the regulations thereunder.
2.16 Employer. “Employer” means, individually, the Company and each Participating Employer. The Company and the Participating Employers are sometimes collectively referred to herein as the “Employers.”
2.17 ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. Any reference to a section of ERISA includes any comparable section or sections of any future legislation that amends, supplements or supersedes that section.
2.18 Exchange Act. “Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.
2.19 Group. “Group” means persons and entities that act in concert as described in section 14(d)(2) of the Exchange Act (other than the Company or any Subsidiary thereof and other than any profit-sharing, employee stock ownership or any other employee benefit plan of the Company or such Subsidiary, or any trustee of or fiduciary with respect to any such plan when acting in such capacity and other than any executive officer of the Company).
2.20 In-Service Date. “In-Service Date” with respect to payment of any portion of a Participant’s Deferred Compensation Account attributable to Salary and Bonus deferrals and any Matching Contributions thereon means April 1 of any year that begins at least twelve (12) months after the end of the period in which the deferred amount is earned. “In-Service Date” with respect to payment of any portion of a Participant’s Deferred Compensation Account attributable to restricted and performance share award deferrals, prior to January 1, 2022, means February 1 of any year that begins at least twelve (12) months after the end of the period in which the deferred amount is earned and vested.
2.21 Investment Options. The Plan Administrator will designate the hypothetical “Investment Options” available for Participant selection from time to time. The Investment Options are described in Appendix A.
2.22 Matching Contributions. “Matching Contributions” means the amounts credited to a Participant’s Deferred Compensation Account in accordance with Section 3.5.
2.23 Normal Retirement Date. “Normal Retirement Date” means (select only one option):
☒ The date the Participant attains 60 years of age.
☐ The date the Participant attains _____ years of age and has completed at least ____ Years of Service.
2.24 Other Compensation. “Other Compensation” means any type of compensation (other than Salary and Bonus) which the Company in its sole discretion permits to be deferred in the Plan.
2.25 Participant. “Participant” means an Employee who meets the eligibility criteria set forth in Section 3.1 and who has made a Deferral Election in accordance with the terms of the Plan or otherwise had amounts credited to his Deferred Compensation Account.
2.26 Participating Employer. “Participating Employer” means any Subsidiary of the Company that adopts the Plan in accordance with Section 7.1 (select one option):
☒ Which includes the Employers set forth on Appendix B.
☐ None.
2.27 Person. “Person” means and includes any individual, corporation, partnership or other person or entity and any Group and all Affiliates and Associates of any such individual, corporation, partnership, or other person or entity or Group.
2.28 Plan. “Plan” means the nonqualified deferred compensation plan set forth herein and as amended from time to time.
2.29 Plan Administrator. The “Plan Administrator” means the Pension and Insurance Committee of Carlisle, LLC.
2.30 Plan Year. “Plan Year” means (select one option):
☒ the calendar year. However, if the effective date of the Plan is other than January 1 of a year, the initial Plan Year shall be a short Plan Year, beginning on the effective date and ending on the following December 31.
☐ the fiscal year ending _______________. However, if the effective date of the Plan is other than the first day of the fiscal year, the initial Plan Year shall be a short Plan Year, beginning on the effective date and ending on the following fiscal year end.
2.31 Salary. “Salary” means the regular base salary paid to an eligible Employee by the Company or a Subsidiary.
2.32 Separation from Service. “Separation from Service” or “Separates from Service” means a “separation from service” within the meaning of Code section 409A.
2.33 Subsequent Distribution Election. “Subsequent Distribution Election” means an election to change the time or form of payment of a Participant’s Deferred Compensation Account balance pursuant to Section 5.7.
2.34 Subsidiary. “Subsidiary” means any corporation, partnership, joint venture, association or similar organization or entity (select one option):
☒ In which the Company owns, directly or indirectly, a majority of equity interests.
☐ Which includes the Participating Employers.
☐ None.
2.35 Unforeseeable Emergency. “Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from:
(a) A sudden and unexpected illness or accident of the Participant, the Participant’s beneficiary, the Participant’s spouse, or the Participant’s dependent (as defined in Code section 152(a));
(b) Loss of Participant’s property due to casualty; or
(c) Such other similar extraordinary and unforeseeable circumstances resulting from events beyond the control of the Participant.
Whether a Participant has an Unforeseeable Emergency shall be determined in the sole discretion of the Plan Administrator.
2.36 Valuation Date. “Valuation Date” means each business day the financial markets and Wells Fargo Bank are open, unless the underlying investment requires a less frequent valuation.
SECTION 3
Eligibility, Participation, Deferral Elections, and Matching Contributions
3.1 Eligibility and Participation. Subject to the conditions and limitations of the Plan, the following persons are eligible to participate in the Plan (select and complete options(s) after consultation with legal counsel):
☐ All Employees with a rank of ___________________ (insert title) or above and with total earnings of at least $135,000 for the 12 month period ending on the September 30th immediately prior to each Plan Year.
☐ The following Employees of the Employers:
(Attach an addendum if necessary)
☒ Such Employees as the Plan Administrator may select from time to time, in its sole discretion.
Any individuals specified above by an Employer may be changed by action of the Employer for the following Plan Year. An Employee eligible to participate in the Plan shall become a Participant upon the execution and filing with the Plan Administrator of an election to defer a portion of the Employee’s Compensation, in a form acceptable to the Plan Administrator which may be electronic. A Participant shall remain a Participant until the entire balance of the Participant’s Deferred Compensation Account has been distributed.
3.2 Rules for Deferral and Distribution Elections. Any Employee identified in Section 3.1 may make a separate Deferral Election to defer receipt of each type of Compensation selected in Section 2.10 in accordance with the rules set forth below:
(a) All Deferral Elections must be made in the manner prescribed by the Plan Administrator and shall include a Distribution Election with respect to such Compensation (and earnings thereon). Each Deferral Election will be effective only when filed with the Plan Administrator no later than the date specified by the Plan Administrator. Subject to the immediately succeeding paragraph, in no event may a Deferral Election be made later than the last day of the Plan Year preceding the Plan Year in which the Compensation being deferred is earned.
Notwithstanding the foregoing, (1) if the Plan Administrator determines that any Compensation qualifies as “performance-based compensation” under Code section 409A, an eligible Employee may elect to defer a portion of such Compensation by filing a Deferral Election at a later time up until the date six months before the end of the performance period as permitted by the Plan Administrator, (2) in the first year in which an Employee becomes eligible to participate in the Plan, a Deferral Election may be made with respect to services to be performed subsequent to the election within 30 days after the date the Employee becomes eligible to participate in the Plan to the extent permitted under Code section 409A and (3) an election to defer Compensation attributable to restricted shares awarded under the Carlisle Companies Incorporated Incentive Compensation Program (or its successor) may be made on or before the 30th date after such shares are awarded and such deferral election shall be given effect only if the shares become vested after the first anniversary of the date such shares are awarded.
Select one option (b) below:
(b) ☒ With respect to Plan Years following the Participant’s initial Plan Year of participation in the Plan, failure to complete another Deferral Election for a Plan Year shall constitute a waiver of the Participant’s right to participate in the Plan for such Plan Year.
(b) ☐ With respect to Plan Years following the Participant’s initial Plan Year of participation in the Plan, failure to complete another Deferral Election shall constitute a waiver of the Participant’s right to elect a different amount of Compensation to be deferred for each such Plan Year and shall be considered an affirmation and ratification to continue the Participant’s existing Deferral Election and corresponding Distribution Election. However, a Participant may, prior to the beginning of any Plan Year, elect to increase or decrease the amount of Compensation to be deferred for the next following Plan Year by filing another Deferral Election with the Plan Administrator in accordance with paragraph (a) above. The Participant may also file another Distribution Election with the Plan Administrator with respect to such deferred Compensation.
3.3 Amounts Deferred. For Plan Years beginning on or after January 1, 2022, a Participant may elect to: (complete for each item of Compensation selected in Section 2.10):
☒ Defer up to 50% of Salary.
☒ Defer up to 90% of Bonus.
The amount of Compensation deferred by a Participant shall be credited to the Participant’s Deferred Compensation Account as soon as administratively practicable after the date the Compensation would be paid to the Participant absent deferral.
3.4 Cancellation of Deferral Elections. If a Participant becomes Disabled or obtains a distribution under Section 5.6 on account of an Unforeseeable Emergency during a Plan Year, his Deferral Election for such Plan Year shall be cancelled.
3.5 Matching Contributions. Effective for Plan Years beginning on and after January 1, 2012, an amount shall be credited as Matching Contributions to the Deferred Compensation Account of each Participant who made deferrals of Salary and/or Bonus under Section 3.3 in an amount equal to one hundred percent (100%) of such deferrals up to a maximum of four percent (4%) of Salary and four percent (4%) of Bonus. Matching Contributions shall be credited to the Participant’s Deferred Compensation Account at the same time the corresponding Salary or Bonus deferral is credited to the Participant’s Deferred Compensation Account under Section 3.3.
SECTION 4
Deferred Compensation Accounts
4.1 Deferred Compensation Accounts. All amounts deferred pursuant to one or more Deferral Elections, and any Matching Contributions under the Plan shall be credited to a Participant’s Deferred Compensation Account and shall be adjusted under Section 4.2.
4.2 Deferral Account Adjustments and Hypothetical Investment Options. As of each Valuation Date, the Plan Administrator shall adjust amounts in a Participant’s Deferred Compensation Account to reflect earnings (or losses) in the Investment Options attributable to the Participant’s Deferred Compensation Account. Earnings (or losses) on amounts in a Participant’s Deferred Compensation Account shall accrue commencing on the date the Deferred Compensation Account first has a positive balance and shall continue to accrue until the entire balance in the Participant’s Deferred Compensation Account has been distributed. Earnings (or losses) shall be credited to a Participant’s Deferred Compensation Account based on the results that would have been achieved had amounts credited to the Deferred Compensation Account been invested as soon as practicable after crediting into the Investment Options selected by the Participant. Nothing in this Subsection 4.2 or otherwise in the Plan, however, will require the Company to actually invest any amounts in such Investment Options or otherwise.
4.3 Vesting. A Participant shall be fully vested in the amounts credited to the Participant’s Deferred Compensation Account attributable to the Participant’s Salary and Bonus Deferral Elections and any Matching Contributions on such deferrals. A Participant shall be vested in the amounts credited to the Participant’s Deferred Compensation Account attributable to the Participant’s restricted or performance shares awarded or earned under the Carlisle Companies Incorporated Incentive Compensation Program (or its successor) as provided in the agreement setting forth the terms and conditions of the restricted or performance share award under such program, or as otherwise determined by the Company.
4.4 Investment Options. The Plan Administrator shall specify procedures to allow Participants to make elections as to the deemed investment of amounts newly credited to their Deferred Compensation Accounts, as well as the deemed investment of amounts previously credited to their Deferred Compensation Accounts. Participant fund selections must be made to the Plan Administrator or designated agent. Fund selections will be effective within a reasonable period of time as determined by the means used to communicate such selections and generally accepted business practices.
The Plan Administrator or its designated agent may take investment instructions from a Participant as of any business day regarding Investment Options. Investment elections and/or transfer instructions may be accepted in a manner determined by the Plan Administrator.
The Plan Administrator shall designate the Investment Options available for selection under this Section 4.4. Investment Options are selected solely for purposes of determining hypothetical gains and/or losses to a Participant’s bookkeeping account. Neither the Plan nor any of the Deferred Compensation Accounts shall hold any actual funds or assets. The Plan Administrator may change Investment Options at its discretion.
4.5 Special Rule for Company Stock Hypothetical Investment Option. Notwithstanding any provision of this Plan that may be construed to the contrary, (a) shares of Company Stock deferred under the Plan shall remain allocated to the Company Stock Investment Option, (b) the portion of any Participant’s Deferred Compensation Account that is allocated to the Company Stock Investment Option shall at all times prior to distribution be allocated to the Company Stock Investment Option, and (c) the full balance of the Participant’s Deferred Compensation Account that is allocated to the Company Stock Investment Option shall be distributed in the form of Company Stock.
SECTION 5
Payment of Benefits
5.1 Time and Form of Payment.
(a) Deferred Compensation Account. Payment of a Participant’s Deferred Compensation Account shall be made in accordance with the Participant’s Distribution Election(s). If no Distribution Election was made, then payment of such Deferred Compensation Account shall be distributed in a lump sum within 90 days following the first business day of the seventh month following the Participant’s Separation from Service.
(b) Small Benefit Cashout. Notwithstanding any Distribution Elections made by a Participant, if the Participant’s Deferred Compensation Account balance is less than $25,000 at the time any installment payment is to be made to the Participant, the entire remaining Deferred Compensation Account balance shall be distributed to the Participant in a lump sum.
5.2 Payment Upon Disability. Notwithstanding anything in the Plan or any Distribution Election to the contrary, in the event a Participant becomes Disabled while the Participant is employed by or associated with an Employer, payment of the Participant’s Deferred Compensation Account shall be made in a lump sum payment within 90 days following the date on which the Participant becomes Disabled. Whether a Participant is Disabled for purposes of the Plan shall be determined by the Plan Administrator, and in making such determination, the Plan Administrator may rely on the opinion of a physician(s) selected by the Plan Administrator for such purpose.
5.3 Payment Upon Death of a Participant. Notwithstanding anything in the Plan or any Distribution Election to the contrary, a Participant’s Deferred Compensation Account shall be paid to the Participant’s beneficiary (designated in accordance with Section 5.5) in a lump sum payment within 90 days following the date of the Participant’s death.
5.4 Payment Upon Separation from Service within Twelve Months of Change in Control Acceleration Event. Notwithstanding anything in the Plan or any Distribution Election to the contrary, a Participant’s Deferred Compensation Account shall be paid to the Participant in a lump sum payment following the first business day of the seventh month following the Participant’s Separation from Service, if such Separation from Service occurs within 12 months after a Change in Control Acceleration Event.
5.5 Beneficiary. The Participant may name a beneficiary or beneficiaries to receive the balance of the Participant’s vested Deferred Compensation Account in the event of the Participant’s death prior to the payment of the Participant’s vested Deferred Compensation Account. To be effective, any beneficiary designation must be made in accordance with rules and procedures adopted by the Plan Administrator for that purpose, which procedures may include electronic designations. A Participant may revoke an existing beneficiary designation by filing another beneficiary designation with the Plan Administrator. The latest beneficiary designation received by the Plan Administrator shall be controlling. If no beneficiary is named by a Participant, or if the Participant survives all of the Participant’s named beneficiaries and does not designate another beneficiary, the Participant’s Deferred Compensation Account shall be paid in the following order of precedence:
(a) The Participant’s spouse;
(b) The Participant’s estate.
If (i) a Participant who is married designates the Participant’s spouse as the Participant’s beneficiary or (ii) a Participant who is registered as a domestic partner or has obtained a civil union license with another individual (in either event, such individual is hereafter referred to as the Participant’s “Domestic Partner”) designates the Participant’s Domestic Partner as the Participant’s beneficiary, and subsequent to such designation the Participant and the Participant’s spouse are divorced or the relationship between the Participant and the Participant’s Domestic Partner is legally dissolved, the designation of the Participant’s spouse or Domestic Partner as the Participant’s beneficiary (as the case may be) shall become void and shall have no further legal force or effect from and after such divorce or dissolution. Should the Participant wish to designate a former spouse or Domestic Partner as his beneficiary, he must affirmatively do so by completing a new beneficiary designation form, after the date of his divorce or dissolution, naming his former spouse or Domestic Partner as his beneficiary.
5.6 Optional Distribution Alternative. (select if applicable)
☒ Unforeseeable Emergency. Notwithstanding anything in the Plan or any Distribution Election to the contrary, if the Plan Administrator determines that a Participant has incurred an Unforeseeable Emergency, the Participant shall receive in a lump sum payment all or any portion of the Participant’s Deferred Compensation Account needed to satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, but only if the Unforeseeable Emergency may not be relieved (a) through reimbursement or compensation by insurance or otherwise; (b) by liquidation of the Participant’s assets to the extent the liquidation of such assets would not itself cause severe financial hardship; or (c) by cessation of deferrals under the Plan. A payment on account of an Unforeseeable Emergency shall not be in excess of the amount needed to relieve such Unforeseeable Emergency and shall be made within 90 days following the date of such Unforeseeable Emergency.
5.7 Changes in Time or Form of Distribution. (select one option)
☐ The Plan does not permit Subsequent Distribution Elections.
☒ The Plan permits Subsequent Distribution Elections solely with respect to distributions under Section 5.1(a).
If applicable, the Plan Administrator may establish procedures for making a Subsequent Distribution Election in accordance with the requirements of Code section 409A. In addition to the requirements the Plan Administrator may establish, a Participant may make a Subsequent Distribution Election by filing an irrevocable written form with the Plan Administrator, but only if the following conditions are satisfied:
(a) The Subsequent Distribution Election may not take effect until at least twelve (12) months after the date on which the election is made;
(b) A distribution may not be made earlier than at least five (5) years from the date the distribution would have otherwise been made; and
(c) In the case of an election to change the time or form of a distribution related to a payment at a specified time, the Subsequent Distribution Election must be made at least twelve (12) months before the date of the first scheduled distribution.
5.8 Effect of Early Taxation. Notwithstanding anything in the Plan or any Distribution Election to the contrary, if a Participant’s benefits under the Plan are includible in income pursuant to Code section 409A, such benefits shall be distributed immediately to the Participant.
5.9 Permitted Delays. Notwithstanding anything in the Plan to the contrary, any payment to a Participant under the Plan shall be delayed upon the Plan Administrator’s reasonable anticipation of one or more of the following events:
(a) The Company’s deduction with respect to such payment would be eliminated by application of Code section 162(m); or
(b) The making of the payment would violate Federal securities laws or other applicable law;
provided, that any payment delayed pursuant to this Section 5.9 shall be paid in accordance with Code section 409A.
5.10 Withholding of Taxes. In connection with the Plan, the Employers, or a properly designated agent, may withhold any applicable Federal, state or local income tax and employment taxes, including Social Security taxes, at such time and in such amounts from a benefit payment under the Plan or a Participant’s wages or reduce a Participant’s Deferred Compensation Account as is necessary to comply with applicable laws and regulations. The Employers, or a properly designated agent, shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.
SECTION 6
Miscellaneous
6.1 Rights Unsecured. Any payments by a trust of benefits provided to a Participant under the Plan shall be considered payment by the Company and shall discharge the Company from any further liability under the Plan for such payments. Any funds set aside by the Company for the purpose of meeting its obligations under the Plan, including any amounts held by Wells Fargo Bank, National Association (or any successor), as trustee, shall continue for all purposes to be part of the general assets of the Company and shall be available to its general creditors in the event of the Company’s bankruptcy or insolvency. The Company’s obligation under this Plan shall be that of an unfunded and unsecured promise to pay money in the future.
The Company shall establish and maintain one or more grantor trust(s) to hold assets to be used for payment of benefits under the Plan.
6.2 No Enlargement of Rights. Establishment of the Plan shall not be construed to give any Employee the right to be retained by the Employers or to any benefits not specifically provided by the Plan. Any liability of the Company to any Participant, former Participant, or Participant’s beneficiary with respect to a right to payment under the Plan shall be based solely upon contractual obligations created by the Plan.
6.3 Interests Not Transferable. Except as to withholding of any tax under the laws of the United States or any state or locality and the provisions of Section 5.10, no benefit payable at any time under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, or any other encumbrance of any kind or to any attachment, garnishment, or other legal process of any kind. Any attempt by a person (including a Participant or a Participant’s beneficiary) to anticipate, alienate, sell, transfer, assign, pledge, or otherwise encumber any benefits under the Plan, whether currently or thereafter payable, shall be void. If any person shall attempt to, or shall alienate, sell, transfer, assign, pledge or otherwise encumber such person’s benefits under the Plan, or if by any reasons of such person’s bankruptcy or other event happening at any time, such benefits would devolve upon any other person or would not be enjoyed by the person entitled thereto under the Plan, then the Plan Administrator, in the Plan Administrator’s sole discretion, may terminate the interest in any such benefits of the person otherwise entitled thereto under the Plan and may hold or apply such benefits in such manner as the Plan Administrator may deem proper.
6.4 Domestic Relations Orders.
If applicable and notwithstanding Section 6.3, all or a portion of a Participant’s Deferred Compensation Account balance may be paid to another person as specified in a domestic relations order that the Company determines is qualified (a “Qualified Domestic Relations Order”). For this purpose, a Qualified Domestic Relations Order means a judgment, decree, or order (including the approval of a settlement agreement) which:
(a) is issued pursuant to a State’s domestic relations law;
(b) relates to the provision of child support, alimony payments or marital property rights to a spouse, former spouse, child or other dependent of the Participant;
(c) creates or recognizes the right of a spouse, former spouse, child or other dependent of the Participant to receive all or a portion of the Participant’s benefits under the Plan;
(d) provides for an immediate lump sum payment as soon as administratively possible after the Company determines that a Qualified Domestic Relations Order exists; and
(e) meets such other requirements established by the Company.
The Plan Administrator shall determine whether any document received by it is a Qualified Domestic Relations Order. In making this determination, the Company may consider the rules applicable to “domestic relations orders” under Code section 414(p) and ERISA section 206(d), and such other rules and procedures as it deems relevant. If an order is determined to be a Qualified Domestic Relations Order, the amount to which the other person is entitled under such order shall be paid in a lump sum payment as soon as administratively possible after such determination, but in no event later than 90 days following such date.
6.5 Forfeitures and Unclaimed Amounts. Unclaimed amounts shall consist of the amounts in the Deferred Compensation Account of a Participant that cannot be distributed because of the Plan Administrator’s inability, after a reasonable search, to locate a Participant or the Participant’s beneficiary, as applicable, within a period of two years after the distribution date upon which the payment of benefits became due. Unclaimed amounts shall be forfeited at the end of such two-year period. If a valid claim is subsequently made for the forfeited amount, such amount shall be restored (less any income tax withholdings and without adjustment for interim earnings or losses) as if there had been no forfeiture.
6.6 Controlling Law. The law of the state of Delaware shall be controlling in all matters relating to the Plan to the extent not preempted by Federal Law.
6.7 Words and Headings. Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.
6.8 Action by the Employers. Except as otherwise specifically provided herein, any action required of or permitted to be taken by an Employer under the Plan shall be by resolution of its Board of Directors or by resolution of a duly authorized committee of its Board of Directors or by action of a person or persons authorized by resolution of such Board of Directors or such committee.
6.9 No Fiduciary Relationship. Nothing contained in this Plan, and no action taken pursuant to its provisions by either the Employers or the Participants shall create, or be construed to create a fiduciary relationship between the Employer and the Participant, a designated beneficiary, other beneficiaries of the Participant, or any other person.
6.10 Claims Procedures.
(a) Initial Review. Any person (hereinafter referred to as a “Claimant”) who believes that he or she is being denied a benefit to which he or she may be entitled under the Plan may file a written request for such benefit with the Plan Administrator. Such written request must set forth the Claimant’s claim and must be addressed to the Plan Administrator, at the Company’s principal place of business. Upon receipt of a claim, the Plan Administrator shall advise the Claimant that a reply will be forthcoming within ninety days and shall deliver a reply within ninety days. If special circumstances (such as for a hearing) require a longer period, the Plan Administrator may extend the reply period for an additional ninety days so long as the Plan Administrator notifies the Claimant in writing, prior to the expiration of the ninety day period, of the reasons for an extension of time. If the claim is
denied in whole or in part, the Plan Administrator shall issue a written determination, using language calculated to be understood by the Claimant, setting forth:
(1) The specific reason or reasons for such denial;
(2) The specific reference to pertinent provisions of the Plan upon which such denial is based;
(3) A description of any additional material or information necessary for the Claimant to perfect the Claimant’s claim and an explanation why such material or such information is necessary; and
(4) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review, including the time limits for requesting such a review and the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.
(b) Review of Denial. Within sixty days after the receipt by the Claimant of the written determination described above, the Claimant may request in writing, that the Plan Administrator review the initial claim determination. The request must be addressed to the Plan Administrator, at the Company’s principal place of business. The Claimant or the Claimant’s duly authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claims for benefits and may submit issues and comments in writing for consideration by the Plan Administrator. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
If the claimant does not request a review of the Plan Administrator’s determination within such sixty day period, the Claimant shall be barred and estopped from challenging the Plan Administrator’s determination. If the Claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.
Within sixty days after the Plan Administrator’s receipt of a request for review, the Plan Administrator will render a decision. After considering all materials presented by the Claimant, the Plan Administrator will render a written determination, written in a manner calculated to be understood by the Claimant setting forth:
(1) The specific reasons for the adverse determination;
(2) The specific references to the pertinent provisions of the Plan on which the decision is based;
(3) A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits; and
(4) A statement describing any voluntary appeal procedures offered by the Plan and the Claimant’s right to obtain the information about such procedures, as well as a statement of the Claimant’s right to bring an action under ERISA section 502(a).
If special circumstances require that the sixty day time period be extended, the Plan Administrator will so notify the Claimant in writing before the end of the sixty day period and will render the decision as soon as practicable, but no later than one hundred twenty days after receipt of the request for review.
(c) Finality of Determinations; Exhaustion of Remedies. To the extent permitted by law, decisions reached under the claims procedures set forth in this Section 6.10 shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the Claimant has exhausted his remedies under this Section 6.10. In any such legal action, the Claimant may only present evidence and theories which the Claimant presented during the claims procedure. Any claims which the Claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a Claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the Claimant presented during the claims procedure.
(d) Limitations Period. Any suit or legal action initiated by a Claimant under the Plan must be brought by the Claimant no later than one year following a final decision on the claim for benefits by the Plan Administrator. The one-year limitation on suits for benefits will apply in any forum where a Claimant initiates such suit or legal action.
6.11 Disability Claims. Claims for disability benefits shall be determined under DOL Regulation section 2560.503-1 which is hereby incorporated by reference.
6.12 Notice. Any notice required or permitted to be given under the provisions of the Plan shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent or demand is mailed to a party hereto, it shall be sent by United States certified mail, postage prepaid, addressed to such party’s last known address as shown on the records of the Employers. Notices to the Plan Administrator should be sent in care of the Company at the Company’s principal place of business. The date of such mailing shall be deemed the date of notice. Either party may change the address to which notice is to be sent by giving notice of the change of address in the manner set forth above.
6.13 No Guarantee of Benefits. Nothing contained in the Plan shall constitute a guarantee by the Company or any other person or entity that the assets of the Company will be sufficient to pay any benefits hereunder.
6.14 Incapacity of Recipient. If any person entitled to a distribution under the Plan is deemed by the Plan Administrator to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until a claim for such payment shall have been made by a duly appointed guardian or other legal representative of such person, the Plan Administrator may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Company and the Plan with respect to the payment.
6.15 Corporate Successors. The Plan and the obligations of the Company under the Plan shall become the responsibility of any successor to the Company by reason of a transfer or sale of substantially all of the assets of the Company or by the merger or consolidation of the Company into or with any other corporation or other entity.
6.16 Severability. In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.
6.17 Indemnification. To the extent not covered by insurance, the Company shall indemnify the Plan Administrator, each employee, officer, director, and agent of the Company, and all persons formerly serving in such capacities, against any and all liabilities or expenses, including all legal fees relating thereto, arising in connection with the exercise of their duties and responsibilities with respect to the Plan, provided however that the Company shall not indemnify any person for liabilities or expenses due to that person’s own gross negligence or willful misconduct.
SECTION 7
Employer Participation
7.1 Adoption of Plan. Any Subsidiary of the Company may, with the approval of the Company, adopt the Plan by filing with the Company a resolution of its board of directors to that effect.
7.2 Withdrawal from the Plan by Employer. Any Participating Employer shall have the right, at any time, upon the approval of, and under such conditions as may be provided by the Plan Administrator, to withdraw from the Plan in accordance with the requirements under Code section 409A by delivering to the Plan Administrator written notice of its election so to withdraw.
SECTION 8
Amendment and Termination
8.1 Amendment or Termination. The Company intends the Plan to be permanent, but reserves the right to modify, amend or terminate the Plan when, in the sole discretion of the Company, such amendment or termination is advisable.
8.2 Effect of Amendment or Termination. No amendment or termination of the Plan shall reduce or eliminate any vested balance in a Participant’s Deferred Compensation Account accrued through the date of such amendment or termination. However, an amendment may freeze or limit future deferrals or credits of benefits under the Plan on and after the date of such amendment. Upon termination of the Plan, distribution of Plan benefits shall be made to Participants and beneficiaries in the manner and at the time described in Section 5, unless the Company determines in its sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements under Code section 409A. Upon termination of the Plan, no further deferrals of Compensation shall be permitted; provided, however, earnings, gains and losses shall continue to be credited to each Participant’s Deferred Compensation Account balance in accordance with Section 4 until the vested Deferred Compensation Account balances are fully distributed.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized officers on this ____ day of January, 2022.
CARLISLE COMPANIES INCORPORATED
By: /s/ Robert M. Roche
Title: Vice President & Chief Financial Officer
Appendix A
Investment Options
1. Company Stock—a fund invested solely in shares of Company Stock.
2. Fixed Income—a fund that credits interest at a variable rate per annum equal to the yield on ten-year U.S. Treasury notes plus 200 bps. The yield on ten-year U.S. Treasury notes shall be determined as of the last day of the month preceding the beginning of each calendar quarter.
3. Other mutual fund selections specified from time to time by the Plan Administrator.
Appendix B
Participating Employers
Participating Employers
Carlisle, LLC
Carlisle Construction Materials LLC (formerly Carlisle Construction Materials Incorporated)
Carlisle Fluid Technologies, Inc. (formerly Carlisle Transportation Products, Inc.)
Carlisle Interconnect Technologies, Inc.
Participating Employers also includes all subsidiaries of the listed companies.
Exhibit 99.1
2/10/22
Carlisle Companies Reports Record Fourth Quarter Results
SCOTTSDALE, ARIZONA, February 10, 2022 - Carlisle Companies Incorporated (NYSE:CSL) today announced its fourth quarter and full year 2021 financial results.
•Generated record fourth quarter revenues of $1.4 billion, up 26.4% organically year-over-year
•CCM delivered record revenues and profitability despite supply chain disruptions and with proactive pricing actions offsetting inflation
•Reported record fourth quarter GAAP Diluted EPS of $2.46 and Adjusted Diluted EPS of $2.92, a 60% increase from prior year
•CIT and CFT bookings and backlog returning to pre-pandemic levels
•Henry integration exceeding expectations with synergies tracking above original $30 million target, driving Adjusted Diluted EPS accretion of $1.50+ in 2022, up from $1.25 in original plan
•Share repurchases continued in the fourth quarter, totaling 1.9 million shares for $316 million for the full year 2021
Comments from Chris Koch, Chairman, President and Chief Executive Officer
"I am extremely pleased with the outstanding performance delivered by our entire Carlisle team in the fourth quarter. This performance would not have been possible without the team's resilience and perseverance, which has been demonstrated since the beginning of this pandemic. This resilience and perseverance is rooted in our entrepreneurial and continuous improvement culture, and is guided by the clarity of mission that Vision 2025 provides. Despite significant challenges, including supply chain turmoil and raw material inflation, our team delivered record revenues, record Adjusted EBITDA, and record Adjusted Diluted EPS in the fourth quarter of 2021.
Entering 2021, we maintained a resolute conviction in the strength of underlying and pent up re-roofing and new construction demand, and labor constraints in the channel. Based on this conviction, our teams proactively managed price, successfully secured raw materials, built inventory and maintained appropriate staffing levels, all in an effort to continue to deliver the Carlisle Experience to our customers and channel partners. As a result, we were able to deliver on our goal of price/cost neutrality for the full year.
Fourth quarter and full year 2021 results were even more satisfying given the severe demand fluctuations and continued pandemic influenced operating conditions throughout 2021. In contrast to the steep declines of 2020, we entered a period of accelerating demand recovery from the middle of 2021. There is no doubt the past two years have been very difficult for everyone on personal and professional levels, yet our teams have overcome these difficulties, rising to the challenge every time - the fourth quarter was no different.
Vision 2025 continues to provide the Carlisle team with the clarity to know who we are and what we are trying to achieve. It is this clarity, coupled with our teams’ resilience, that gave us the confidence that we would emerge from the economic pressures of 2020 in a stronger position as a company, significantly closer to our goal of delivering over $15 of earnings per share by 2025.
When Vision 2025 was introduced, we committed to a leaner, more focused portfolio and a pivot towards
investing in our highest-returning businesses, particularly CCM. CCM's outstanding performance in the fourth quarter of 2021 again confirmed that our strategy is well-founded. By leveraging the Carlisle Experience, CCM's best-in-class team delivered record fourth quarter revenues with sales increasing over 20% year-over-year across our platforms, including core single-ply roofing systems, Architectural Metals, Spray Foam Insulation, and Weatherproofing Technologies. We are also very pleased that Henry is exceeding our expectations in its first few months and seamlessly fitting into Carlisle's continuous improvement and entrepreneurial culture. Underlying all of this success, we maintained our steadfast commitment to servicing the increasingly complex needs of our customers.
We also continued to make substantial progress on our ESG journey. Key accomplishments in the fourth quarter included:
•Breaking ground on our state-of-the-art polyiso insulation facility in Sikeston, Missouri, which will be built to LEED specifications.
•Progressing on energy audits of our manufacturing facilities. These audits will form the baseline on which we will make a formal commitment to net-zero carbon emissions in the near future.
•Increased recognition of our ESG efforts with Carlisle's inclusion in Newsweek's list of America's Most Responsible Companies, 2022.
We are committed to maintaining a balanced approach to capital deployment, which includes returning capital to shareholders. We increased our dividend for the 45th consecutive year in August, returning $28.3 million in the form of dividends in the fourth quarter. We also opportunistically repurchased 107 thousand shares for $25 million in the quarter, bringing our full year 2021 total share repurchases to 1.9 million shares for $315.6 million. Our cumulative share repurchases since 2017 now exceed $1.8 billion, driving a 19% net reduction of our shares outstanding.
While our businesses continue to navigate significant supply chain and inflationary challenges, solid demand fundamentals for all of our businesses remain intact, including: a strong multi-year re-roofing cycle, positive new construction environment, continued pent up demand from pandemic-related challenges in 2020 and 2021, and growing customer demand for energy-efficient products for the Building Envelope. We are also encouraged by increasing passenger air travel numbers and improved capital spending in Medical and Industrial markets, all of which are returning to pre-pandemic levels, and bode well for our CIT and CFT businesses.
In closing, I want to again express my gratitude for the resilience and perseverance of Carlisle's dedicated employees in delivering a truly remarkable 2021. With all of our segments trending positively both from a demand and operational perspective, Carlisle is well positioned to drive continued profitable growth in 2022 and beyond."
Fourth Quarter 2021
Revenue of $1.4 billion increased 39.2% year-over-year. Organic revenue increased 26.4% (organic revenue defined as revenue excluding acquired revenues within the last 12 months and the impact of changes in foreign exchange rates versus the U.S. Dollar). Acquired revenues contributed a total of 12.9% in the quarter. Changes in foreign exchange rates had a negative 0.1% impact on revenues.
Operating income for the fourth quarter of $182.5 million increased 64.0% from $111.3 million in the fourth quarter of 2020. Income from continuing operations for the fourth quarter of $130.8 million increased 59.1% from $82.2 million in the fourth quarter of 2020. Adjusted EBITDA for the fourth quarter of 2021 of $253.7 million increased 50.6% from $168.5 million in the fourth quarter of 2020.
Diluted EPS for the fourth quarter of $2.46 increased 61.8% from $1.52 in the fourth quarter of 2020. Adjusted diluted EPS for the fourth quarter of $2.92 increased 59.6% from $1.83 in the fourth quarter of
2020. The increase in EPS reflects strong operating results at CCM, improving performance at CIT and share repurchases.
Fourth Quarter 2021 Segment Highlights
Carlisle Construction Materials (CCM)
•Revenues of $1.1 billion, up 46.5% (+29.8% organic) year-over-year, were driven by strength of U.S. commercial roofing demand, price, the Henry acquisition and strong performances across all product lines.
•Operating income was $198.5 million, up 28.1% year-over-year.
•Adjusted EBITDA was $237.5 million, up 30.5% year-over-year, reflecting an adjusted EBITDA margin of 21.3% was positively impacted by higher volumes, price and savings from COS, partially offset by raw material, freight and wage inflation.
•We expect full year 2022 sales, including Henry, to increase approximately 30% year-over-year.
Carlisle Interconnect Technologies (CIT)
•Revenues of $184.4 million, up 19.3% (+19.1% organic) year-over-year, were driven by strengthening aerospace and medical end markets.
•Operating income was $6.6 million.
•Adjusted EBITDA was $28.1 million, up 84.9% year-over-year, reflecting an adjusted EBITDA margin of 15.2%. was positively impacted by higher volumes and efficiencies gained from significant restructuring activities over past three years, partially offset by raw material and wage inflation and higher operating expenses.
•We expect full year 2022 sales to increase approximately 10% year-over-year.
Carlisle Fluid Technologies (CFT)
•Revenues of $77.3 million, up 6.0% (+7.3% organic) year-over-year, reflected price and higher volumes.
•Operating income was $8.4 million.
•Adjusted EBITDA was $13.9 million, up 37.6% year-over-year, reflecting an adjusted EBITDA margin of 18.0% reflected higher volumes, price realization, and savings from COS, partially offset by material and wage inflation.
•We expect full year 2022 sales to increase approximately 10% year-over-year.
Cash Flow
Operating cash flow from continuing operations for the year ended December 31, 2021, was $413.6 million, a decrease of $245.1 million versus the prior year. Free cash flow from continuing operations (defined as cash provided by operating activities less capital expenditures, and comprised of continuing operations) was $285.5 million for the year ended December 31, 2021, a decrease of $287.9 million versus the prior year. The year-over-year decline is attributable to higher volumes in November and December of 2021 and more notably year-over-year raw material inflation and related price increases driving higher working capital compared to 2020 levels. Our priorities for the use of cash are to invest in growth and performance improvement opportunities for our existing businesses through capital expenditures, complete strategic acquisitions that meet return criteria and return value to shareholders through dividend payments and share repurchases.
During the year ended December 31, 2021, we deployed $315.6 million in share repurchases and $112.5 million in cash dividends paid. As of December 31, 2021, we had $324.4 million of cash and $1.0 billion of availability under our revolving credit facility.
Conference Call and Webcast
Carlisle will discuss fourth quarter 2021 results on a conference call at 5:00 p.m. ET today. The call may be accessed live by going to the Investor Relations section of the Carlisle website, or the taped call may be listened to shortly following the live call at the same website location. A PowerPoint presentation will accompany the call and can be found on the Carlisle website as well.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the potential or expected impacts of the global coronavirus (COVID-19) pandemic. Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,” “believe,” “project,” “should,” “estimate,” “will,” “plans,” “forecast,” and similar expressions, and reflect our expectations concerning the future. It is possible that our future performance may differ materially from current expectations expressed in these forward-looking statements, due to a variety of factors such as: risks from the global COVID-19 pandemic including, for example, expectations regarding the impact of the COVID-19 pandemic on our businesses, including on customer demand, supply chains and distribution systems, production, our ability to maintain appropriate labor levels, our ability to ship products to our customers, our future results or our full-year financial outlook, increasing price and product/service competition by foreign and domestic competitors, including new entrants; technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; our mix of products/services; increases in raw material costs which cannot be recovered in product pricing; domestic and foreign governmental and public policy changes including environmental and industry regulations; threats associated with and efforts to combat terrorism; protection and validity of patent and other intellectual property rights; the successful identification, completion and integration of our strategic acquisitions; the successful completion of strategic dispositions; the cyclical nature of our businesses; the impact of information technology, cybersecurity or data security breaches at our businesses or third parties; and the outcome of pending and future litigation and governmental proceedings. In addition, such statements could be affected by general industry and market conditions and growth rates, the condition of the financial and credit markets, and general domestic and international economic conditions including interest rate and currency exchange rate fluctuations. Further, any conflict in the international arena may adversely affect general market conditions and our future performance. We refer you to the documents we file from time to time with the Securities and Exchange Commission, such as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results to differ materially from our current expectations and from the forward-looking statements contained in this press release. We undertake no obligation to update any forward-looking statement.
Non-GAAP Disclosure
This press release also contains certain financial measures such as adjusted diluted earnings per share, adjusted EBITDA, adjusted EBITDA margin, organic revenue and free cash flow which are not recognized under U.S. generally accepted accounting principles. Management believes that adjusted diluted earnings per share, adjusted EBITDA, adjusted EBITDA margin and organic revenue are useful to investors because they allow for comparison to Carlisle’s and its segments' performance in prior periods without the effect of items that, by their nature, tend to obscure core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. Management also believes free cash flow is useful to investors as an additional way of viewing Carlisle's liquidity and provides a more complete understanding of
factors and trends affecting Carlisle's cash flows. As a result, management believes that these measures enhance the ability of investors to analyze trends in Carlisle’s business and evaluate Carlisle’s performance relative to similarly-situated companies. Reconciliations of these measures to amounts reported in Carlisle's consolidated financial statements are in the supplemental schedules of this press release.
About Carlisle Companies Incorporated
Carlisle Companies Incorporated is a leading supplier of innovative Building Envelope products and energy-efficient solutions for customers creating sustainable buildings of the future. Through its construction materials businesses (CCM and CWT) and family of leading brands, Carlisle delivers innovative, labor-reducing and environmentally responsible products and solutions to customers through the Carlisle Experience. Over the life of a building, Carlisle’s products help drive lower greenhouse gas emissions, improve energy savings for building owners and operators, and increase a building’s resiliency to the elements. Driven by its strategic plan, Vision 2025, Carlisle is committed to generating superior shareholder returns and maintaining a balanced capital deployment approach, including investments in our businesses, strategic acquisitions, share repurchases and continued dividend increases. Carlisle also is a leading provider of products to the Aerospace, Medical Technologies and General Industrial markets through its Interconnect Technologies (CIT) and Fluid Technologies (CFT) business segments.
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CONTACT:
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Jim Giannakouros, CFA
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Vice President of Investor Relations
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(480) 781-5135
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jgiannakouros@carlisle.com
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•EPS referenced in this release is from continuing operations unless otherwise noted.
Carlisle Companies Incorporated
Unaudited Consolidated Statements of Income
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Three Months Ended
December 31,
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Year Ended
December 31,
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(in millions, except per share amounts)
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2021
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2020
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2021
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2020
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Revenues
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$
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1,376.0
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$
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988.3
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$
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4,810.3
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$
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3,969.9
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Cost of goods sold
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985.5
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708.3
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3,495.6
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2,832.5
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Selling and administrative expenses
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193.5
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154.7
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698.2
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603.2
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Research and development expenses
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12.9
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10.3
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49.9
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45.4
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Other operating expense (income), net
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1.6
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3.7
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(0.9)
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1.0
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Operating income
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182.5
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111.3
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567.5
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487.8
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Interest expense, net
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22.1
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18.8
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80.3
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76.6
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Loss on extinguishment of debt
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—
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—
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—
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8.8
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Interest income
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(0.1)
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(0.7)
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(1.2)
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(4.7)
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Other non-operating expense, net
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0.3
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3.3
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5.9
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2.9
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Income from continuing operations before income taxes
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160.2
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89.9
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482.5
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404.2
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Provision for income taxes
|
|
29.4
|
|
|
7.7
|
|
|
95.5
|
|
|
78.5
|
|
|
Income from continuing operations
|
|
130.8
|
|
|
82.2
|
|
|
387.0
|
|
|
325.7
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes
|
|
(3.1)
|
|
|
(3.6)
|
|
|
9.9
|
|
|
(8.3)
|
|
|
Benefit from for income taxes
|
|
(0.4)
|
|
|
(2.0)
|
|
|
(24.8)
|
|
|
(2.7)
|
|
|
(Loss) income from discontinued operations
|
|
(2.7)
|
|
|
(1.6)
|
|
|
34.7
|
|
|
(5.6)
|
|
|
Net income
|
|
$
|
128.1
|
|
|
$
|
80.6
|
|
|
$
|
421.7
|
|
|
$
|
320.1
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share attributable to common shares:
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
2.50
|
|
|
$
|
1.54
|
|
|
$
|
7.35
|
|
|
$
|
5.95
|
|
|
(Loss) income from discontinued operations
|
|
(0.05)
|
|
|
(0.03)
|
|
|
0.66
|
|
|
(0.10)
|
|
|
Basic earnings per share
|
|
$
|
2.45
|
|
|
$
|
1.51
|
|
|
$
|
8.01
|
|
|
$
|
5.85
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share attributable to common shares:
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
2.46
|
|
|
$
|
1.52
|
|
|
$
|
7.26
|
|
|
$
|
5.90
|
|
|
(Loss) income from discontinued operations
|
|
(0.05)
|
|
|
(0.03)
|
|
|
0.65
|
|
|
(0.10)
|
|
|
Diluted earnings per share
|
|
$
|
2.41
|
|
|
$
|
1.49
|
|
|
$
|
7.91
|
|
|
$
|
5.80
|
|
|
|
|
|
|
|
|
|
|
|
|
Average shares outstanding:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
52.3
|
|
|
53.2
|
|
|
52.5
|
|
|
54.5
|
|
|
Diluted
|
|
53.1
|
|
|
53.8
|
|
|
53.2
|
|
|
55.0
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared and paid per share
|
|
$
|
0.54
|
|
|
$
|
0.525
|
|
|
$
|
2.13
|
|
|
$
|
2.05
|
|
Carlisle Companies Incorporated
Unaudited Condensed Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
(in millions)
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
$
|
421.7
|
|
|
$
|
696.7
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
Acquisitions, net of cash acquired
|
|
(1,571.3)
|
|
|
(35.4)
|
|
|
Proceeds from sale of discontinued operation, net of cash disposed
|
|
247.7
|
|
|
—
|
|
|
Capital expenditures
|
|
(134.8)
|
|
|
(95.5)
|
|
|
Investment in securities
|
|
(30.2)
|
|
|
—
|
|
|
Other investing activities, net
|
|
2.2
|
|
|
8.3
|
|
|
Net cash used in investing activities
|
|
(1,486.4)
|
|
|
(122.6)
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
Proceeds from notes
|
|
842.6
|
|
|
740.7
|
|
|
Repayments of notes
|
|
—
|
|
|
(258.5)
|
|
|
Borrowings from revolving credit facility
|
|
650.0
|
|
|
500.0
|
|
|
Repayments of revolving credit facility
|
|
(650.0)
|
|
|
(500.0)
|
|
|
Financing costs
|
|
(1.7)
|
|
|
(24.2)
|
|
|
Repurchases of common stock
|
|
(315.6)
|
|
|
(382.4)
|
|
|
Dividends paid
|
|
(112.5)
|
|
|
(112.4)
|
|
|
Proceeds from exercise of stock options
|
|
85.9
|
|
|
21.3
|
|
|
Withholding tax paid related to stock-based compensation
|
|
(8.5)
|
|
|
(8.3)
|
|
|
Other financing activities, net
|
|
(2.1)
|
|
|
(0.9)
|
|
|
Net cash provided by (used in) financing activities
|
|
488.1
|
|
|
(24.7)
|
|
|
|
|
|
|
|
|
Effect of foreign currency exchange rate changes on cash and cash equivalents
|
|
(1.2)
|
|
|
1.6
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents
|
|
(577.8)
|
|
|
551.0
|
|
|
Less: change in cash and cash equivalents of discontinued operations
|
|
(5.1)
|
|
|
(3.6)
|
|
|
Cash and cash equivalents at beginning of period
|
|
897.1
|
|
|
342.5
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
324.4
|
|
|
$
|
897.1
|
|
Carlisle Companies Incorporated
Unaudited Selected Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
|
December 31,
2021
|
|
December 31,
2020
|
|
Cash and cash equivalents
|
|
$
|
324.4
|
|
|
$
|
897.1
|
|
|
Long-term debt, including current portion
|
|
2,927.4
|
|
|
2,081.3
|
|
|
Total shareholders' equity
|
|
2,629.5
|
|
|
2,537.7
|
|
Carlisle Companies Incorporated
Unaudited Non-GAAP Financial Measures - Organic Revenue
Organic revenue (defined as revenue excluding acquired revenues within the last 12 months and the impact of changes in foreign exchange rates versus the U.S. Dollar) is intended to provide investors and others with information about Carlisle's and its segments' recurring operating performance. This information differs from revenue determined in accordance with accounting principles generally accepted in the United States of America ("GAAP") and should not be considered in isolation or as a substitute for measures of performance determined in accordance with GAAP. Carlisle's and its segments' organic revenue follows, which may not be comparable to similarly titled measures reported by other companies.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
(in millions)
|
|
CSL
|
|
CCM
|
|
CIT
|
|
CFT
|
|
2020 Revenue (GAAP)
|
|
$
|
988.3
|
|
|
|
$
|
760.8
|
|
|
|
$
|
154.6
|
|
|
|
$
|
72.9
|
|
|
|
Volume/Price
|
|
261.5
|
|
26.4
|
%
|
|
226.5
|
|
29.8
|
%
|
|
29.7
|
|
19.1
|
%
|
|
5.3
|
|
7.3
|
%
|
|
Organic revenue
|
|
261.5
|
|
26.4
|
%
|
|
226.5
|
|
29.8
|
%
|
|
29.7
|
|
19.1
|
%
|
|
5.3
|
|
7.3
|
%
|
|
Acquisitions
|
|
127.7
|
|
12.9
|
%
|
|
127.7
|
|
16.8
|
%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
FX impact
|
|
(1.5)
|
|
(0.1)
|
%
|
|
(0.7)
|
|
(0.1)
|
%
|
|
0.1
|
|
0.2
|
%
|
|
(0.9)
|
|
(1.3)
|
%
|
|
Total change
|
|
387.7
|
|
39.2
|
%
|
|
353.5
|
|
46.5
|
%
|
|
29.8
|
|
19.3
|
%
|
|
4.4
|
|
6.0
|
%
|
|
2021 Revenue (GAAP)
|
|
$
|
1,376.0
|
|
|
|
$
|
1,114.3
|
|
|
|
$
|
184.4
|
|
|
|
$
|
77.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
(in millions)
|
|
CSL
|
|
CCM
|
|
CIT
|
|
CFT
|
|
2020 Revenue (GAAP)
|
|
$
|
3,969.9
|
|
|
|
$
|
2,995.6
|
|
|
|
$
|
731.6
|
|
|
|
$
|
242.7
|
|
|
|
Volume/Price
|
|
637.0
|
|
16.0
|
%
|
|
654.1
|
|
21.9
|
%
|
|
(50.2)
|
|
(6.9)
|
%
|
|
33.1
|
|
13.6
|
%
|
|
Organic revenue
|
|
637.0
|
|
16.0
|
%
|
|
654.1
|
|
21.9
|
%
|
|
(50.2)
|
|
(6.9)
|
%
|
|
33.1
|
|
13.6
|
%
|
|
Acquisitions
|
|
186.5
|
|
4.7
|
%
|
|
177.3
|
|
5.9
|
%
|
|
4.5
|
|
0.6
|
%
|
|
4.7
|
|
1.9
|
%
|
|
FX impact
|
|
16.9
|
|
0.5
|
%
|
|
9.7
|
|
0.3
|
%
|
|
1.9
|
|
0.3
|
%
|
|
5.3
|
|
2.3
|
%
|
|
Total change
|
|
840.4
|
|
21.2
|
%
|
|
841.1
|
|
28.1
|
%
|
|
(43.8)
|
|
(6.0)
|
%
|
|
43.1
|
|
17.8
|
%
|
|
2021 Revenue (GAAP)
|
|
$
|
4,810.3
|
|
|
|
$
|
3,836.7
|
|
|
|
$
|
687.8
|
|
|
|
$
|
285.8
|
|
|
Carlisle Companies Incorporated
Unaudited Non-GAAP Financial Measures - Free Cash Flow
Free cash flow is intended to provide investors and others with information about Carlisle's liquidity and provides a more complete understanding of factors and trends affecting the Company's cash flows. This information differs from operating cash flow determined in accordance with GAAP and should not be considered in isolation or as a substitute for measures of performance determined in accordance with GAAP. Carlisle's free cash flow follows, which may not be comparable to similarly titled measures reported by other companies.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
Year Ended
December 31,
|
|
(in millions)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Operating cash flow (GAAP)
|
|
$
|
137.8
|
|
|
$
|
256.5
|
|
|
$
|
421.7
|
|
|
$
|
696.7
|
|
|
Less: operating cash flow from discontinued operations
|
|
(0.4)
|
|
|
14.0
|
|
|
8.1
|
|
|
38.0
|
|
|
Operating cash flow from continuing operations
|
|
$
|
138.2
|
|
|
$
|
242.5
|
|
|
$
|
413.6
|
|
|
$
|
658.7
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures (GAAP)
|
|
$
|
(45.9)
|
|
|
$
|
(22.8)
|
|
|
$
|
(134.8)
|
|
|
$
|
(95.5)
|
|
|
Less: capital expenditures from discontinued operations
|
|
—
|
|
|
(2.3)
|
|
|
(6.7)
|
|
|
(10.2)
|
|
|
Capital expenditures from continuing operations
|
|
$
|
(45.9)
|
|
|
$
|
(20.5)
|
|
|
$
|
(128.1)
|
|
|
$
|
(85.3)
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating cash flow from continuing operations
|
|
$
|
138.2
|
|
|
$
|
242.5
|
|
|
$
|
413.6
|
|
|
$
|
658.7
|
|
|
Capital expenditures from continuing operations
|
|
(45.9)
|
|
|
(20.5)
|
|
|
(128.1)
|
|
|
(85.3)
|
|
|
Free cash flow from continuing operations
|
|
$
|
92.3
|
|
|
$
|
222.0
|
|
|
$
|
285.5
|
|
|
$
|
573.4
|
|
Carlisle Companies Incorporated
Unaudited Non-GAAP Financial Measures - EBIT, Adjusted EBIT, Adjusted EBITDA and Adjusted EBITDA Margin
Earnings before interest and taxes ("EBIT"), adjusted EBIT, adjusted earnings before income, taxes, depreciation and amortization ("EBITDA") and adjusted EBITDA margin is intended to provide investors and others with information about Carlisle's and its segments' performance without the effect of items that, by their nature, tend to obscure core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. As a result, management believes that these measures enhance the ability of investors to analyze trends in the Company’s business and evaluate the Company’s performance relative to similarly-situated companies. This information differs from net income and operating income determined in accordance with GAAP and should not be considered in isolation or as a substitute for measures of performance determined in accordance with GAAP. Carlisle's and its segments' EBIT, adjusted EBIT, adjusted EBITDA and adjusted EBITDA margin follows, which may not be comparable to similarly titled measures reported by other companies.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
Year Ended
December 31,
|
|
(in millions, except per share amounts)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Net income (GAAP)
|
|
$
|
128.1
|
|
|
$
|
80.6
|
|
|
$
|
421.7
|
|
|
$
|
320.1
|
|
|
Less: (loss) income from discontinued operations (GAAP)
|
|
(2.7)
|
|
|
(1.6)
|
|
|
34.7
|
|
|
(5.6)
|
|
|
Income from continuing operations (GAAP)
|
|
130.8
|
|
|
82.2
|
|
|
387.0
|
|
|
325.7
|
|
|
Provision for income taxes
|
|
29.4
|
|
|
7.7
|
|
|
95.5
|
|
|
78.5
|
|
|
Interest expense, net
|
|
22.1
|
|
|
18.8
|
|
|
80.3
|
|
|
76.6
|
|
|
Interest income
|
|
(0.1)
|
|
|
(0.7)
|
|
|
(1.2)
|
|
|
(4.7)
|
|
|
EBIT
|
|
182.2
|
|
|
108.0
|
|
|
561.6
|
|
|
476.1
|
|
|
Exit and disposal, and facility rationalization costs
|
|
3.1
|
|
|
5.1
|
|
|
17.1
|
|
|
21.1
|
|
|
Inventory step-up amortization and acquisition costs
|
|
2.0
|
|
|
(1.7)
|
|
|
26.4
|
|
|
4.4
|
|
|
Impairment charges
|
|
3.2
|
|
|
6.0
|
|
|
5.0
|
|
|
6.0
|
|
|
Losses (gains) from acquisitions and disposals
|
|
1.2
|
|
|
1.8
|
|
|
4.7
|
|
|
4.0
|
|
|
Losses (gains) from insurance
|
|
0.2
|
|
|
(0.7)
|
|
|
0.4
|
|
|
(0.7)
|
|
|
Losses (gains) from litigation
|
|
0.3
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
Losses on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
|
Total non-comparable items
|
|
10.0
|
|
|
10.5
|
|
|
54.0
|
|
|
43.6
|
|
|
Adjusted EBIT
|
|
192.2
|
|
|
118.5
|
|
|
615.6
|
|
|
519.7
|
|
|
Depreciation
|
|
24.2
|
|
|
20.3
|
|
|
86.4
|
|
|
82.1
|
|
|
Amortization
|
|
37.3
|
|
|
29.7
|
|
|
131.5
|
|
|
120.6
|
|
|
Adjusted EBITDA
|
|
$
|
253.7
|
|
|
$
|
168.5
|
|
|
$
|
833.5
|
|
|
$
|
722.4
|
|
|
Divided by:
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
1,376.0
|
|
|
$
|
988.3
|
|
|
$
|
4,810.3
|
|
|
$
|
3,969.9
|
|
|
Adjusted EBITDA margin
|
|
18.4
|
%
|
|
17.0
|
%
|
|
17.3
|
%
|
|
18.2
|
%
|
Carlisle Companies Incorporated
Unaudited Non-GAAP Financial Measures - EBIT, Adjusted EBIT, Adjusted EBITDA and Adjusted EBITDA Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2021
|
|
(in millions)
|
|
|
|
CCM
|
|
CIT
|
|
CFT
|
|
Corporate and unallocated
|
|
Operating income (loss) (GAAP)
|
|
|
|
$
|
198.5
|
|
|
$
|
6.6
|
|
|
$
|
8.4
|
|
|
$
|
(31.0)
|
|
|
Non-operating (income) expense(1)
|
|
|
|
(0.6)
|
|
|
(0.1)
|
|
|
0.3
|
|
|
0.7
|
|
|
EBIT
|
|
|
|
199.1
|
|
|
6.7
|
|
|
8.1
|
|
|
(31.7)
|
|
|
Exit and disposal, and facility rationalization costs
|
|
|
|
0.4
|
|
|
2.5
|
|
|
—
|
|
|
0.2
|
|
|
Inventory step-up amortization and acquisition costs
|
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
(0.1)
|
|
|
Impairment charges
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|
Losses (gains) from acquisitions and disposals
|
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
1.1
|
|
|
Losses (gains) from insurance
|
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Losses (gains) from litigation
|
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.1
|
|
|
Losses on extinguishment of debt
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total non-comparable items
|
|
|
|
2.7
|
|
|
2.8
|
|
|
—
|
|
|
4.5
|
|
|
Adjusted EBIT
|
|
|
|
201.8
|
|
|
9.5
|
|
|
8.1
|
|
|
(27.2)
|
|
|
Depreciation
|
|
|
|
15.5
|
|
|
6.3
|
|
|
1.5
|
|
|
0.9
|
|
|
Amortization
|
|
|
|
20.2
|
|
|
12.3
|
|
|
4.3
|
|
|
0.5
|
|
|
Adjusted EBITDA
|
|
|
|
$
|
237.5
|
|
|
$
|
28.1
|
|
|
$
|
13.9
|
|
|
$
|
(25.8)
|
|
|
Divided by:
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
|
$
|
1,114.3
|
|
|
$
|
184.4
|
|
|
$
|
77.3
|
|
|
$
|
—
|
|
|
Adjusted EBITDA margin
|
|
|
|
21.3
|
%
|
|
15.2
|
%
|
|
18.0
|
%
|
|
NM
|
(1)Includes other non-operating (income) expense, which may be presented in separate line items on the Condensed Consolidated Statements of Income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2020
|
|
(in millions)
|
|
|
|
CCM
|
|
CIT
|
|
CFT
|
|
Corporate and unallocated
|
|
Operating income (loss) (GAAP)
|
|
|
|
$
|
155.0
|
|
|
$
|
(13.3)
|
|
|
$
|
3.3
|
|
|
$
|
(33.7)
|
|
|
Non-operating expense (income)(1)
|
|
|
|
0.6
|
|
|
0.2
|
|
|
(1.9)
|
|
|
4.4
|
|
|
EBIT
|
|
|
|
154.4
|
|
|
(13.5)
|
|
|
5.2
|
|
|
(38.1)
|
|
|
Exit and disposal, and facility rationalization costs
|
|
|
|
0.1
|
|
|
3.4
|
|
|
1.6
|
|
|
—
|
|
|
Inventory step-up amortization and acquisition costs
|
|
|
|
(0.3)
|
|
|
0.2
|
|
|
0.2
|
|
|
(1.8)
|
|
|
Impairment charges
|
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|
Losses (gains) from acquisitions and disposals
|
|
|
|
4.7
|
|
|
—
|
|
|
(2.9)
|
|
|
—
|
|
|
Losses (gains) from insurance
|
|
|
|
(0.7)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Losses (gains) from litigation
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Losses on extinguishment of debt
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total non-comparable items
|
|
|
|
3.8
|
|
|
9.6
|
|
|
(1.1)
|
|
|
(1.8)
|
|
|
Adjusted EBIT
|
|
|
|
158.2
|
|
|
(3.9)
|
|
|
4.1
|
|
|
(39.9)
|
|
|
Depreciation
|
|
|
|
11.7
|
|
|
6.3
|
|
|
1.6
|
|
|
0.7
|
|
|
Amortization
|
|
|
|
12.1
|
|
|
12.8
|
|
|
4.4
|
|
|
0.4
|
|
|
Adjusted EBITDA
|
|
|
|
$
|
182.0
|
|
|
$
|
15.2
|
|
|
$
|
10.1
|
|
|
$
|
(38.8)
|
|
|
Divided by:
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
|
$
|
760.8
|
|
|
$
|
154.6
|
|
|
$
|
72.9
|
|
|
$
|
—
|
|
|
Adjusted EBITDA margin
|
|
|
|
23.9
|
%
|
|
9.8
|
%
|
|
13.9
|
%
|
|
NM
|
(1)Includes other non-operating (income) expense, which may be presented in separate line items on the Condensed Consolidated Statements of Income.
Carlisle Companies Incorporated
Unaudited Non-GAAP Financial Measures - EBIT, Adjusted EBIT, Adjusted EBITDA and Adjusted EBITDA Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2021
|
|
(in millions)
|
|
|
|
CCM
|
|
CIT
|
|
CFT
|
|
Corporate and unallocated
|
|
Operating income (loss) (GAAP)
|
|
|
|
$
|
684.3
|
|
|
$
|
(17.5)
|
|
|
$
|
24.0
|
|
|
$
|
(123.3)
|
|
|
Non-operating expense (income)(1)
|
|
|
|
2.1
|
|
|
(0.2)
|
|
|
1.6
|
|
|
2.4
|
|
|
EBIT
|
|
|
|
682.2
|
|
|
(17.3)
|
|
|
22.4
|
|
|
(125.7)
|
|
|
Exit and disposal, and facility rationalization costs
|
|
|
|
0.5
|
|
|
15.5
|
|
|
0.9
|
|
|
0.2
|
|
|
Inventory step-up amortization and acquisition costs
|
|
|
|
24.4
|
|
|
—
|
|
|
0.1
|
|
|
1.9
|
|
|
Impairment charges
|
|
|
|
—
|
|
|
1.8
|
|
|
—
|
|
|
3.2
|
|
|
Losses (gains) from acquisitions and disposals
|
|
|
|
2.2
|
|
|
0.4
|
|
|
0.2
|
|
|
1.9
|
|
|
Losses (gains) from insurance
|
|
|
|
0.7
|
|
|
—
|
|
|
(0.3)
|
|
|
—
|
|
|
Losses (gains) from litigation
|
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.1
|
|
|
Losses on extinguishment of debt
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total non-comparable items
|
|
|
|
27.8
|
|
|
18.0
|
|
|
0.9
|
|
|
7.3
|
|
|
Adjusted EBIT
|
|
|
|
710.0
|
|
|
0.7
|
|
|
23.3
|
|
|
(118.4)
|
|
|
Depreciation
|
|
|
|
52.3
|
|
|
24.9
|
|
|
5.5
|
|
|
3.7
|
|
|
Amortization
|
|
|
|
61.7
|
|
|
50.2
|
|
|
17.6
|
|
|
2.0
|
|
|
Adjusted EBITDA
|
|
|
|
$
|
824.0
|
|
|
$
|
75.8
|
|
|
$
|
46.4
|
|
|
$
|
(112.7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
|
$
|
3,836.7
|
|
|
$
|
687.8
|
|
|
$
|
285.8
|
|
|
$
|
—
|
|
|
Adjusted EBITDA margin
|
|
|
|
21.5
|
%
|
|
11.0
|
%
|
|
16.2
|
%
|
|
NM
|
(1)Includes other non-operating (income) expense, which may be presented in separate line items on the Condensed Consolidated Statements of Income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020
|
|
(in millions)
|
|
|
|
CCM
|
|
CIT
|
|
CFT
|
|
Corporate and unallocated
|
|
Operating income (loss) (GAAP)
|
|
|
|
$
|
581.6
|
|
|
$
|
(2.1)
|
|
|
$
|
5.3
|
|
|
$
|
(97.0)
|
|
|
Non-operating expense (income)(1)
|
|
|
|
3.8
|
|
|
(0.2)
|
|
|
(5.1)
|
|
|
13.2
|
|
|
EBIT
|
|
|
|
577.8
|
|
|
(1.9)
|
|
|
10.4
|
|
|
(110.2)
|
|
|
Exit and disposal, and facility rationalization costs
|
|
|
|
1.0
|
|
|
16.4
|
|
|
3.7
|
|
|
—
|
|
|
Inventory step-up amortization and acquisition costs
|
|
|
|
0.1
|
|
|
0.4
|
|
|
0.5
|
|
|
3.4
|
|
|
Impairment charges
|
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|
Losses (gains) from acquisitions and disposals
|
|
|
|
7.0
|
|
|
—
|
|
|
(2.9)
|
|
|
(0.1)
|
|
|
Losses (gains) from insurance
|
|
|
|
(0.7)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Losses (gains) from litigation
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Losses on extinguishment of debt
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
|
Total non-comparable items
|
|
|
|
7.4
|
|
|
22.8
|
|
|
1.3
|
|
|
12.1
|
|
|
Adjusted EBIT
|
|
|
|
585.2
|
|
|
20.9
|
|
|
11.7
|
|
|
(98.1)
|
|
|
Depreciation
|
|
|
|
48.2
|
|
|
25.2
|
|
|
5.6
|
|
|
3.1
|
|
|
Amortization
|
|
|
|
49.8
|
|
|
52.3
|
|
|
17.8
|
|
|
0.7
|
|
|
Adjusted EBITDA
|
|
|
|
$
|
683.2
|
|
|
$
|
98.4
|
|
|
$
|
35.1
|
|
|
$
|
(94.3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
|
$
|
2,995.6
|
|
|
$
|
731.6
|
|
|
$
|
242.7
|
|
|
$
|
—
|
|
|
Adjusted EBITDA margin
|
|
|
|
22.8
|
%
|
|
13.4
|
%
|
|
14.5
|
%
|
|
NM
|
(1)Includes other non-operating (income) expense, which may be presented in separate line items on the Condensed Consolidated Statements of Income.
Carlisle Companies Incorporated
Unaudited Non-GAAP Financial Measures - Adjusted Net Income and Adjusted Diluted EPS
Adjusted net income and adjusted diluted earnings per share is intended to provide investors and others with information about Carlisle's performance without the effect of items that, by their nature, tend to obscure the Company’s core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. This information differs from net income and diluted earnings per share determined in accordance with GAAP and should not be considered in isolation or as a substitute for measures of performance determined in accordance with GAAP. Carlisle's adjusted net income and adjusted diluted earnings per share follows, which may not be comparable to similarly titled measures reported by other companies.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31, 2021
|
|
Three Months Ended
December 31, 2020
|
|
(in millions, except per share amounts)
|
|
Pre-tax
Impact
|
|
After-tax
Impact(1)
|
|
Impact to Diluted EPS(2)
|
|
Pre-tax
Impact
|
|
After-tax
Impact(1)
|
|
Impact to Diluted EPS(2)
|
|
Net income (GAAP)
|
|
|
|
$
|
128.1
|
|
|
$
|
2.41
|
|
|
|
|
$
|
80.6
|
|
|
$
|
1.49
|
|
|
Less: loss from discontinued operations (GAAP)
|
|
|
|
(2.7)
|
|
|
(0.05)
|
|
|
|
|
(1.6)
|
|
|
(0.03)
|
|
|
Income from continuing operations (GAAP)
|
|
|
|
130.8
|
|
|
2.46
|
|
|
|
|
82.2
|
|
|
1.52
|
|
|
Exit and disposal, and facility rationalization costs
|
|
3.1
|
|
|
2.4
|
|
|
0.05
|
|
|
5.1
|
|
|
3.9
|
|
|
0.07
|
|
|
Inventory step-up amortization and acquisition costs
|
|
2.0
|
|
|
1.6
|
|
|
0.03
|
|
|
(1.7)
|
|
|
(1.2)
|
|
|
(0.02)
|
|
|
Impairment charges
|
|
3.2
|
|
|
2.4
|
|
|
0.05
|
|
|
6.0
|
|
|
4.6
|
|
|
0.08
|
|
|
Losses (gains) from acquisitions and disposals(3)
|
|
1.2
|
|
|
1.2
|
|
|
0.02
|
|
|
1.8
|
|
|
(2.2)
|
|
|
(0.04)
|
|
|
Losses (gains) from insurance
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
(0.7)
|
|
|
(0.6)
|
|
|
(0.01)
|
|
|
Losses (gains) from litigation
|
|
0.3
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Losses on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Acquisition-related amortization(4)
|
|
36.2
|
|
|
27.2
|
|
|
0.51
|
|
|
28.8
|
|
|
22.0
|
|
|
0.41
|
|
|
Discrete tax items(5)
|
|
—
|
|
|
(10.5)
|
|
|
(0.20)
|
|
|
—
|
|
|
(9.9)
|
|
|
(0.18)
|
|
|
Total adjustments
|
|
|
|
24.6
|
|
|
0.46
|
|
|
|
|
16.6
|
|
|
0.31
|
|
|
Adjusted net income
|
|
|
|
$
|
155.4
|
|
|
$
|
2.92
|
|
|
|
|
$
|
98.8
|
|
|
$
|
1.83
|
|
(1)The impact to net income reflects the tax effect of noted items, which is based on the statutory rate in the jurisdiction in which the expense or income is deductible or taxable.
(2)The per share impact of adjustments to each period is based on diluted shares outstanding using the two-class method.
(3)After-tax impact includes discrete items related to indemnification asset write-offs, which had a zero impact to net income and diluted EPS ($(4.7) million in fourth-quarter 2020).
(4)Acquisition-related amortization includes the amortization of customer relationships, technology, trade names and other intangible assets recorded in purchase accounting in connection with a business combination. These intangible assets contribute to revenue generation and the amortization of these assets will recur until such intangible assets are fully amortized.
(5)Discrete tax items include current period tax expense or benefit related to prior year items, the tax impact of foreign currency gains and losses, or changes in tax laws or rates.
Carlisle Companies Incorporated
Unaudited Non-GAAP Financial Measures - Adjusted Net Income and Adjusted Diluted EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31, 2021
|
|
Year Ended
December 31, 2020
|
|
(in millions, except per share amounts)
|
|
Pre-tax
Impact
|
|
After-tax
Impact(1)
|
|
Impact to Diluted EPS(2)
|
|
Pre-tax
Impact
|
|
After-tax
Impact(1)
|
|
Impact to Diluted EPS(2)
|
|
Net income (GAAP)
|
|
|
|
$
|
421.7
|
|
|
$
|
7.91
|
|
|
|
|
$
|
320.1
|
|
|
$
|
5.80
|
|
|
Less: income (loss) from discontinued operations (GAAP)
|
|
|
|
34.7
|
|
|
0.65
|
|
|
|
|
(5.6)
|
|
|
(0.10)
|
|
|
Income from continuing operations (GAAP)
|
|
|
|
387.0
|
|
|
7.26
|
|
|
|
|
325.7
|
|
|
5.90
|
|
|
Exit and disposal, and facility rationalization costs
|
|
17.1
|
|
|
12.9
|
|
|
0.24
|
|
|
21.1
|
|
|
16.1
|
|
|
0.29
|
|
|
Inventory step-up amortization and acquisition costs
|
|
26.4
|
|
|
21.6
|
|
|
0.41
|
|
|
4.4
|
|
|
3.4
|
|
|
0.06
|
|
|
Impairment charges
|
|
5.0
|
|
|
3.9
|
|
|
0.07
|
|
|
6.0
|
|
|
4.6
|
|
|
0.08
|
|
|
Losses (gains) from acquisitions and disposals(3)
|
|
4.7
|
|
|
3.8
|
|
|
0.07
|
|
|
4.0
|
|
|
0.3
|
|
|
0.01
|
|
|
Losses (gains) from insurance
|
|
0.4
|
|
|
0.3
|
|
|
0.01
|
|
|
(0.7)
|
|
|
(0.6)
|
|
|
(0.01)
|
|
|
Losses (gains) from litigation
|
|
0.4
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Losses on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
|
6.6
|
|
|
0.12
|
|
|
Acquisition-related amortization(4)
|
|
126.9
|
|
|
95.9
|
|
|
1.80
|
|
|
118.4
|
|
|
90.0
|
|
|
1.63
|
|
|
Discrete tax items(5)
|
|
—
|
|
|
(22.6)
|
|
|
(0.42)
|
|
|
—
|
|
|
(16.3)
|
|
|
(0.30)
|
|
|
Total adjustments
|
|
|
|
116.1
|
|
|
2.18
|
|
|
|
|
104.1
|
|
|
1.88
|
|
|
Adjusted net income
|
|
|
|
$
|
503.1
|
|
|
$
|
9.44
|
|
|
|
|
$
|
429.8
|
|
|
$
|
7.78
|
|
(1)The impact to net income reflects the tax effect of noted items, which is based on the statutory rate in the jurisdiction in which the expense or income is deductible or taxable.
(2)The per share impact of adjustments to each period is based on diluted shares outstanding using the two-class method.
(3)After-tax impact includes discrete items related to indemnification asset write-offs, which had a zero impact to net income and diluted EPS ($(0.8) million in 2021 and $(4.6) million in 2020).
(4)Acquisition-related amortization includes the amortization of customer relationships, technology, trade names and other intangible assets recorded in purchase accounting in connection with a business combination. These intangible assets contribute to revenue generation and the amortization of these assets will recur until such intangible assets are fully amortized.
(5)Discrete tax items include current period tax expense or benefit related to prior year items, the tax impact of foreign currency gains and losses, or changes in tax laws or rates.
Exhibit 99.2
2/10/22
Carlisle Companies Announces Leadership Changes; New Segment Structure
SCOTTSDALE, ARIZONA, February 10, 2022 - Carlisle Companies Incorporated (NYSE:CSL) today announced, among other key executive changes, that Kevin P. Zdimal has been named Vice President and Chief Financial Officer, effective March 1, 2022, reporting to Chairman, President and Chief Executive Officer Chris Koch. Zdimal will succeed Robert M. Roche, who is stepping down from the Company as part of a planned transition after serving as Vice President and Chief Financial Officer since February 15, 2017.
Zdimal has held several leadership positions at Carlisle starting in 1995. He has served as Vice President of Corporate Development since 2016. Prior to this, Zdimal held the roles of Vice President and Chief Accounting Officer, Treasurer, Financial Analyst and Internal Auditor at the Carlisle corporate office. Zdimal has also served as General Manager, Vice President of Finance and Administration, and Controller at Carlisle Interconnect Technologies. Prior to joining Carlisle, Zdimal worked for three years in the audit and tax departments at Coopers and Lybrand.
“Bob, Kevin and I have worked closely in shaping and advancing our M&A strategy while adhering to Carlisle’s rigorous returns-focused capital deployment philosophy,” said Koch. “Kevin has more than 25 years of experience in key finance and operations roles, and deep familiarity with the financial dynamics of businesses serving industrial and commercial markets with innovative, high-specification engineered solutions. He will continue to be a significant contributor to accelerating Carlisle’s growth, furthering our financial and operational discipline, and advancing our strategic priorities.”
Zdimal graduated from LeMoyne College with a Bachelor of Science in Accounting, holds a Master of Business Administration degree from the Whitman School of Management at Syracuse University, and is a Certified Public Accountant (inactive).
Roche successfully led Carlisle’s global finance organization, setting the finance strategy and structure supporting the Company’s growth and expansion of Carlisle’s talent and capabilities in the M&A, Finance, Legal, and Investor Relations functions.
“It’s been a pleasure to have worked with Bob over the last five years,” said Koch. “Bob was instrumental in providing able counsel in my first years as CEO as we collectively embarked on our Vision 2025 journey, and he helped us create a new foundation in capital allocation. He has strengthened our global finance team’s talent, systems, and processes, enhancing the solid financial foundation of Carlisle. I will miss both Bob’s pragmatism and commitment to creating value for all of our stakeholders. All of us on the management team are fortunate to have developed friendships with Bob during his tenure at Carlisle and we wish him good health and success in the future.”
Carlisle also announced that Kelly Kamienski, Vice President and Controller of the Company, has been promoted to Vice President and Chief Accounting Officer, reporting to Kevin Zdimal, CFO. Kamienski joined Carlisle in 2016 as Director of Technical Accounting, Financial Reporting and Controls. Prior to joining Carlisle, Kelly held a variety of finance and accounting leadership roles at Freeport-McMoRan Inc. and KPMG, LLP. Kelly holds a Master of Accounting from the University of Arizona, a Bachelor of
Science in Accountancy from Barrett Honors College at Arizona State University and is a Certified Public Accountant.
“I am pleased to announce Kelly’s promotion to Chief Accounting Officer. With her extensive background in accounting and financial management, Kelly has driven significant process improvements and enhancements in both financial reporting and controls across Carlisle,” said Koch. “Core to Vision 2025 is our dedication to investing in and developing exceptional talent, and Kelly reflects exactly that.”
New Segment Structure Focused on the Sustainable Building Envelope and Associated Key Management Appointments
Carlisle today also announced that it has realigned its construction materials businesses into two segments organized around its products and applications for the sustainable Building Envelope.
Carlisle Construction Materials is a leading manufacturer and supplier of a complete line of premium single-ply roofing systems primarily for commercial end markets, and engineered metal roofing and panel systems. This segment is comprised of Commercial Roofing, Architectural Metals and CCM Europe.
Carlisle Weatherproofing Technologies is a leading provider of high-performance waterproofing and moisture protection products, protective roofing underlayments, integrated air/vapor barriers, spray polyurethane foam and coating systems, block-molded expanded polystyrene insulation for the Building Envelope. This segment is comprised of Henry Company, Carlisle Coatings & Waterproofing, Carlisle Polyurethane Systems and Diversified Products.
In support of this new segment structure, Carlisle announced key management appointments, effective immediately.
Nick Shears will maintain overall responsibility for both segments as Group President. Steve Schwar, Frank Ready and Georg Harrasser, President of CCM Europe, will continue to report to Nick.
Steve Schwar has been named President of Carlisle Construction Materials. Schwar has been with CCM for over 30 years in various leadership, management, sales, product marketing, support and technical roles. Most recently, Schwar served as Senior Vice President of Sales and Marketing of CCM, responsible for teams managing Commercial Roofing, Carlisle Architectural Metals, Carlisle Polyurethane Systems, and Diversified Products business lines.
Frank Ready has been named President of Carlisle Weatherproofing Technologies. Ready came to Carlisle through the acquisition of Henry Company in September 2021, serving as President and CEO of Henry since 2014. Prior to Henry Company, Ready was Executive Vice President of Armstrong Worldwide and CEO of Armstrong Floor Products Worldwide, serving at Armstrong for 30 years in a variety of senior leadership roles throughout his career.
Koch commented: “I am very pleased to announce our new segment structure which will better enable us to focus on our key markets and leverage our scale, while we continue our emphasis on innovation and delivering the best-in-class Carlisle Experience. I’m also excited to have two very accomplished leaders to head our focused construction materials segments as we enter our next phase of expansion in the Building Envelope, broadening our offerings of energy-efficient solutions and driving sustainable value creation for all of our stakeholders. As CCM has grown significantly and more complex from its single-ply roofing roots, it is imperative we continue to develop the depth of our knowledge and talent pool to drive our achievement of Vision 2025 and beyond.”
Carlisle’s new segment structure for its construction materials businesses will be reflected in the Company’s quarterly and full-year 2022 financial results. No changes have been made to either of Carlisle’s other two segments – Carlisle Interconnect Technologies or Carlisle Fluid Technologies. In the coming weeks, Carlisle intends to issue an investor supplement disclosing selected historical data and updated market commentary reflecting the Company’s new segment structure.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,” “believe,” “project,” “should,” “estimate,” “will,” “plans,” “forecast,” and similar expressions, and reflect our expectations concerning the future. It is possible that our future performance may differ materially from current expectations expressed in these forward-looking statements, due to a variety of factors such as: risks from the global coronavirus (COVID-19) pandemic including, for example, expectations regarding the impact of the coronavirus (COVID-19) on our businesses, including on customer demand, supply chains and distribution systems, production, our ability to maintain appropriate labor levels, our ability to ship products to our customers, our future results or our full-year financial outlook, increasing price and product/service competition by foreign and domestic competitors, including new entrants; technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; our mix of products/services; increases in raw material costs which cannot be recovered in product pricing; domestic and foreign governmental and public policy changes including environmental and industry regulations; threats associated with and efforts to combat terrorism; protection and validity of patent and other intellectual property rights; the successful identification, completion and integration of our strategic acquisitions; the successful completion of strategic dispositions; the cyclical nature of our businesses; and the outcome of pending and future litigation and governmental proceedings. In addition, such statements could be affected by general industry and market conditions and growth rates, the condition of the financial and credit markets, and general domestic and international economic conditions including interest rate and currency exchange rate fluctuations. Further, any conflict in the international arena may adversely affect general market conditions and our future performance. We refer you to the documents we file from time to time with the Securities and Exchange Commission, such as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results to differ materially from our current expectations and from the forward-looking statements contained in this press release. We undertake no obligation to update any forward-looking statement.
About Carlisle Companies Incorporated
Carlisle Companies Incorporated is a leading supplier of innovative Building Envelope products and energy-efficient solutions for customers creating sustainable buildings of the future. Through its construction materials businesses (CCM and CWT) and family of leading brands, Carlisle delivers innovative, labor-reducing and environmentally responsible products and solutions to customers through the Carlisle Experience. Over the life of a building, Carlisle’s products help drive lower greenhouse gas emissions, improve energy savings for building owners and operators, and increase a building’s resiliency to the elements. Driven by its strategic plan, Vision 2025, Carlisle is committed to generating superior shareholder returns and maintaining a balanced capital deployment approach, including investments in our businesses, strategic acquisitions, share repurchases and continued dividend increases. Carlisle also is a leading provider of products to the Aerospace, Medical Technologies and General Industrial markets through its Interconnect Technologies (CIT) and Fluid Technologies (CFT) business segments.
Contact: Jim Giannakouros, CFA
Vice President of Investor Relations
Carlisle Companies Incorporated
(480) 781-5135
jgiannakouros@carlisle.com
