10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q 

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) 

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019 

Commission file number 1-9278

 

www.carlisle.com 

CARLISLE COMPANIES INCORPORATED

(Exact name of registrant as specified in its charter) 

Delaware	31-1168055
(State of incorporation)	(I.R.S. Employer Identification No.)
(480) 781-5000
(Telephone Number)
16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254
(Address of principal executive office, including zip code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

Yes  ☒  No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 

 Yes  ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Yes ☐ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ☐  No  ☒

On April 18, 2019, there were 57,060,669 shares of the registrant's common stock outstanding, par value $1.00 per share.

Carlisle Companies Incorporated

Table of Contents

	Page
PART I
Item 1. Financial Statements	3
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)	3
Condensed Consolidated Balance Sheets (Unaudited)	4
Condensed Consolidated Statement of Cash Flows (Unaudited)	5
Condensed Statement of Shareholders' Equity (Unaudited)	6
Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosure about Market Risk	29
Item 4. Controls and Procedures	30
PART II
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3. Defaults Upon Senior Securities	31
Item 4. Mine Safety Disclosures	31
Item 5. Other Information	31
Item 6. Exhibits	32
Signature	33

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PART I

Item 1. Financial Statements 

Carlisle Companies Incorporated

Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)

	Three Months Ended March 31,
(in millions, except per share amounts)	2019		2018
Revenues	$	1,071.9	$	984.7
Cost of goods sold	783.3		735.3
Selling and administrative expenses	164.2		148.6
Research and development expenses	14.4		13.9
Other operating (income) expense, net	(4.7)		(7.8)
Operating income	114.7		94.7
Interest expense, net	13.7		14.5
Other non-operating (income) expense, net	(0.4)		1.9
Income from continuing operations before income taxes	101.4		78.3
Provision for income taxes	24.0		20.4
Income from continuing operations	77.4		57.9
Discontinued operations:
Income before income taxes	—		299.0
(Benefit) provision for income taxes	(2.0)		47.3
Income from discontinued operations	2.0		251.7
Net income	$	79.4	$	309.6
Basic earnings per share attributable to common shares:
Income from continuing operations	$	1.34	$	0.93
Income from discontinued operations	0.03		4.05
Basic earnings per share	$	1.37	$	4.98
Diluted earnings per share attributable to common shares:
Income from continuing operations	$	1.33	$	0.92
Income from discontinued operations	0.03		4.02
Diluted earnings per share	$	1.36	$	4.94
Average shares outstanding (in thousands):
Basic	57,547		61,684
Diluted	57,870		62,164
Comprehensive income:
Net income	$	79.4	$	309.6
Other comprehensive income:
Foreign currency gains	3.9		22.2
Amortization of unrecognized net periodic benefit costs, net of tax	0.7		0.9
Other, net of tax	1.6		0.2
Other comprehensive income	6.2		23.3
Comprehensive income	$	85.6	$	332.9

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

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Carlisle Companies Incorporated

Condensed Consolidated Balance Sheets (Unaudited)

(in millions, except share and per share amounts)	March 31, 2019		December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	516.6	$	803.6
Receivables, net of allowance of $5.6 million and $5.1 million, respectively	773.0		698.3
Inventories, net	514.7		457.5
Prepaid expenses	19.3		22.0
Other current assets	53.7		75.3
Total current assets	1,877.3		2,056.7
Property, plant, and equipment, net	772.4		760.1
Goodwill, net	1,504.8		1,441.8
Other intangible assets, net	1,049.5		967.7
Other long-term assets	97.7		22.9
Total assets	$	5,301.7	$	5,249.2
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	356.2	$	312.1
Accrued liabilities and other	250.8		258.0
Deferred revenue	26.2		25.5
Total current liabilities	633.2		595.6
Long-term liabilities:
Long-term debt	1,588.5		1,587.8
Deferred revenue	204.0		201.9
Other long-term liabilities	351.3		266.5
Total long-term liabilities	2,143.8		2,056.2
Shareholders' equity:
Preferred stock, $1 par value per share (5,000,000 shares authorized and unissued)	—		—
Common stock, $1 par value per share (200,000,000 shares; 56,802,175 and 57,957,912 shares outstanding, respectively)	78.7		78.7
Additional paid-in capital	390.1		383.8
Deferred compensation equity	7.8		8.0
Treasury shares, at cost (21,677,133 and 20,534,652 shares, respectively)	(1,243.5)		(1,102.4)
Accumulated other comprehensive loss	(115.9)		(122.1)
Retained earnings	3,407.5		3,351.4
Total shareholders' equity	2,524.7		2,597.4
Total liabilities and equity	$	5,301.7	$	5,249.2

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

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Carlisle Companies Incorporated

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Three Months Ended March 31,
(in millions)	2019		2018
Operating activities:
Net income	$	79.4	$	309.6
Reconciliation of net income to net cash provided by operating activities:
Depreciation	21.3		22.7
Amortization	27.8		28.3
Stock-based compensation, net of tax benefit	6.8		6.8
Deferred taxes	(0.5)		(2.3)
Gain on sale of discontinued operation, net of tax	—		(247.9)
Other operating activities, net	8.1		(3.1)
Changes in assets and liabilities, excluding effects of acquisitions:
Receivables	(63.1)		(26.8)
Inventories	(18.6)		(55.8)
Prepaid expenses and other assets	26.0		11.5
Accounts payable	53.4		27.2
Accrued liabilities and other	(31.0)		(40.6)
Deferred revenues	2.8		3.3
Other long-term liabilities	(2.6)		0.3
Net cash provided by operating activities	109.8		33.2
Investing activities:
Acquisitions, net of cash acquired	(202.0)		(0.7)
Capital expenditures	(23.3)		(42.5)
Proceeds from sale of discontinued operation	—		754.6
Other investing activities, net	0.9		3.6
Net cash (used in) provided by investing activities	(224.4)		715.0
Financing activities:
Repurchases of common stock	(157.1)		(122.0)
Dividends paid	(23.3)		(23.1)
Proceeds from exercise of stock options	10.6		1.7
Withholding tax paid related to stock-based compensation	(3.3)		(4.6)
Net cash used in financing activities	(173.1)		(148.0)
Effect of foreign currency exchange rate changes on cash and cash equivalents	0.7		1.9
Change in cash and cash equivalents	(287.0)		602.1
Less: change in cash and cash equivalents of discontinued operations	—		1.3
Cash and cash equivalents at beginning of period	803.6		378.3
Cash and cash equivalents at end of period	$	516.6	$	979.1

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

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Carlisle Companies Incorporated

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)

	Common Stock			Additional Paid-In Capital		Deferred Compensation Equity		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Shares in Treasury			Total Shareholders' Equity
(in millions, except per share amounts)	Shares	Amount										Shares	Cost
Balance as of December 31, 2017	61.8	$	78.7	$	353.7	$	10.4	$	(85.7)	$	2,820.8	16.6	$	(649.6)	$	2,528.3
Adoption of accounting standards	—	—		—		—		(6.5)		13.0		—	—		6.5
Net income	—	—		—		—		—		309.6		—	—		309.6
Other comprehensive income, net of tax	—	—		—		—		23.3		—		—	—		23.3
Cash dividends - $0.37 per share	—	—		—		—		—		(23.1)		—	—		(23.1)
Repurchases of common stock	(1.2)	—		—		—		—		—		1.2	(129.3)		(129.3)
Issuances and deferrals, net for stock based compensation1	0.1	—		3.9		0.7		—		—		(0.1)	0.9		5.5
Balance as of March 31, 2018	60.7	$	78.7	$	357.6	$	11.1	$	(68.9)	$	3,120.3	17.7	$	(778.0)	$	2,720.8
Balance as of December 31, 2018	57.9	$	78.7	$	383.8	$	8.0	$	(122.1)	$	3,351.4	20.5	$	(1,102.4)	$	2,597.4
Net income	—	—		—		—		—		79.4		—	—		79.4
Other comprehensive income, net of tax	—	—		—		—		6.2		—		—	—		6.2
Cash dividends - $0.40 per share	—	—		—		—		—		(23.3)		—	—		(23.3)
Repurchases of common stock	(1.3)	—		—		—		—		—		1.3	(149.9)		(149.9)
Issuances and deferrals, net for stock based compensation1	0.2	—		6.3		(0.2)		—		—		(0.2)	8.8		14.9
Balance as of March 31, 2019	56.8	$	78.7	$	390.1	$	7.8	$	(115.9)	$	3,407.5	21.6	$	(1,243.5)	$	2,524.7

^1.Issuances and deferrals, net for stock based compensation reflects share activity related to option exercises, restricted and performance shares vested and net issuances and deferrals associated with deferred compensation equity.

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

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Carlisle Companies Incorporated

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1—Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by Carlisle Companies Incorporated (the "Company" or "Carlisle"). The accompanying unaudited Condensed Consolidated Financial Statements do not include all disclosures as required by accounting principles generally accepted in the United States of America ("United States" or "U.S."), and should be read in conjunction with the Company’s audited Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2018.

The accompanying unaudited Condensed Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the U.S. and, of necessity, include some amounts that are based upon management estimates and judgments. The accompanying unaudited Condensed Consolidated Financial Statements include assets, liabilities, revenues and expenses of all majority-owned subsidiaries. Intercompany transactions and balances are eliminated in consolidation.

In the Company's opinion, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting solely of adjustments of a normal, recurring nature, except as disclosed in Note 2 for new accounting standards adopted, necessary to present fairly the financial position, results of operations and cash flows for the periods presented.

Note 2—New Accounting Pronouncements 

New Accounting Standards Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02") which requires lessees to recognize a lease liability for the obligation to make lease payments, measured at the present value on a discounted basis, and a right-of-use ("ROU") asset for the right to use the underlying asset for the duration of the lease term, measured as the lease liability amount adjusted for lease prepayments, lease incentives received, and initial direct costs. 

The Company adopted ASU 2016-02 and all related amendments ("ASC 842") on January 1, 2019, using the alternative modified retrospective method, also known as the transition relief method, permitted under ASC 842, which did not require restatement of prior periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. The Company also elected the hindsight practical expedient to determine the lease term for existing leases. The standard did not materially impact consolidated net income or cash flows.

Following is a summary of the effects of adopting ASC 842 on the Consolidated Balance Sheet:

	March 31, 2019
(in millions)	As Reported		Balances Without Adoption of ASC 842		Effect of Change Higher/(Lower)
Condensed Consolidated Balance Sheet
Other current assets	$	53.7	$	54.2	$	(0.5)
Other long-term assets	97.7		28.1		69.6
Accrued liabilities and other	250.8		229.4		21.4
Other long-term liabilities	351.3		303.6		47.7

Note 3—Segment Information 

The Company has organized its operations into four primary segments, based on the products it sells, each of which represent a reportable segment as follows:

Carlisle Construction Materials ("CCM")—the principal products of this segment are rubber (EPDM), thermoplastic polyolefin (TPO) and polyvinyl chloride (PVC) roofing membranes used predominantly on non-residential low-sloped roofs, related roofing accessories, including flashings, fasteners, sealing tapes and coatings

7

and waterproofing products. CCM also manufactures and distributes energy-efficient rigid foam insulation panels for substantially all roofing applications, and metal panel roofing primarily for residential and commercial markets. The markets served primarily include new construction, re-roofing and maintenance of low-sloped roofs, water containment, HVAC sealants and coatings and waterproofing. In addition, CCM offers a broad range of specialty polyurethane products and solutions across a broad diversity of markets and applications. 

Carlisle Interconnect Technologies ("CIT")—the principal products of this segment are high-performance wire, cable, connectors, contacts and cable assemblies for the transfer of power and data primarily for the aerospace, medical, defense electronics, test and measurement equipment and select industrial markets.

Carlisle Fluid Technologies ("CFT")—the principal products of this segment are industrial liquid and powder finishing equipment and integrated system solutions for spraying, pumping, mixing, metering and curing of a variety of coatings used in the general industrial, transportation, auto refinishing, protective coating, wood and specialty markets. 

Carlisle Brake & Friction ("CBF")—the principal products of this segment include high-performance brakes and friction material and clutch and transmission friction material for the construction, agriculture, mining, on-highway, aerospace and motor sports markets.

A summary of segment information follows:

	Three Months Ended March 31,
	2019				2018
(in millions)	Revenues		Operating Income (Loss)		Revenues		Operating Income (Loss)
Carlisle Construction Materials	$	671.1	$	92.9	$	598.6	$	75.8
Carlisle Interconnect Technologies	246.4		30.6		224.3		27.2
Carlisle Fluid Technologies	63.1		6.4		63.5		5.7
Carlisle Brake & Friction	91.3		6.5		98.3		4.5
Segment total	1,071.9		136.4		984.7		113.2
Corporate and unallocated1	—		(21.7)		—		(18.5)
Total	$	1,071.9	$	114.7	$	984.7	$	94.7

^1.Corporate operating loss includes other unallocated costs, primarily general corporate expenses.

Note 4—Acquisitions 

Petersen Aluminum Corporation 

On January 11, 2019, the Company acquired 100% of the equity of Petersen Aluminum Corporation ("Petersen"), for consideration of $207.2 million, including $5.2 million of cash acquired, and post-closing adjustments, which were finalized in the first quarter of 2019. Petersen is a manufacturer and distributor of market leading architectural metal roof panels, steel and aluminum flat sheets and coils, wall panels, perimeter roof edge systems and related accessories for commercial, residential, institutional, industrial and agricultural markets.

Petersen contributed revenues of $35.5 million and an operating loss of less than $0.1 million for the period from January 11, 2019, to March 31, 2019. The results of operations of the acquired business are reported as part of the CCM segment.

8

The following table summarizes the consideration transferred to acquire Petersen and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires that consideration be allocated to the acquired assets and assumed liabilities based upon their acquisition date fair values with the remainder allocated to goodwill. The fair values are preliminary and subject to change pending receipt of the final valuation studies for all acquired intangible assets.

	Preliminary Allocation
(in millions)	As of 1/11/2019
Total cash consideration transferred	$	207.2
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	5.2
Receivables, net	11.5
Inventories, net	39.5
Prepaid expenses and other current assets	2.1
Property, plant and equipment	17.8
Definite-lived intangible assets	109.3
Other long-term assets	9.5
Accounts payable	(5.9)
Income tax payable	1.7
Accrued liabilities and other	(8.7)
Other long-term liabilities	(12.4)
Deferred income taxes	(25.4)
Total identifiable net assets	144.2
Goodwill	$	63.0

The preliminary goodwill recognized in the acquisition of Petersen reflects market participant synergies attributable to significant raw material purchase synergies with CCM, other administrative synergies and the assembled workforce to Carlisle, in addition to opportunities for product line expansions. The Company acquired $11.6 million of gross contractual accounts receivable, of which $0.1 million was not expected to be collected at the date of acquisition. All of the goodwill has been preliminarily assigned to the CCM reporting unit which aligns with the CCM reportable segment, and none of the goodwill is deductible for tax purposes. The $109.3 million preliminary value allocated to definite-lived intangible assets consists of $76.3 million of customer relationships with a useful life of 12 years, $29.9 million of trade names with a useful life of 10 years and various acquired technologies of $3.1 million with a useful life of 14 years. In accordance with the purchase agreement, Carlisle is indemnified for up to $5.2 million, and recorded an indemnification asset of $5.2 million in other long-term assets relating to the indemnification for pre-acquisition income tax liabilities. The Company has also recorded, as part of the purchase price allocation, deferred tax liabilities related to intangible assets of approximately $25.4 million.

Note 5—Discontinued Operations

On March 20, 2018, the Company completed the sale of Carlisle FoodService Products ("CFS") to the Jordan Company of New York, NY, for gross proceeds of $758.0 million, including a working capital adjustment, which was finalized in the third quarter of 2018. The sale of CFS is consistent with the Company's vision of operating a portfolio of businesses with highly engineered manufacturing products in strong growth markets.

9

A summary of the results from discontinued operations included in the Condensed Consolidated Statements of Income for the three months ended March 31, follows:

(in millions)	2018
Revenues	$	69.5
Cost of goods sold	49.5
Other operating expenses, net	14.8
Operating income	5.2
Other non-operating (income) expense, net	—
Income from discontinued operations before income taxes	5.2
Gain on sale of discontinued operations	293.8
Provision for income taxes	47.3
Income from discontinued operations	$	251.7

Income from discontinued operations of $2.0 million in the three months ended March 31, 2019, relates entirely to the settlement of prior income tax positions in the current year.

A summary of cash flows from discontinued operations included in the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 follows:

(in millions)	2018
Net cash provided by operating activities	$	0.6
Net cash used in investing activities	(8.1)
Net cash provided by financing activities1	8.8
Change in cash and cash equivalents from discontinued operations	$	1.3

^1.Represents borrowings from the Carlisle cash pool to fund capital expenditures and acquisitions.

Note 6—Earnings Per Share 

The Company’s restricted shares contain non-forfeitable rights to dividends and are considered participating securities for purposes of computing earnings per share pursuant to the two-class method. The computation below of earnings per share excludes the income attributable to the unvested restricted shares in the numerator and excludes the dilutive impact of those underlying shares in the denominator.

The computation below of earnings per share includes the income attributable to the vested and deferred restricted shares and restricted stock units in the numerator and includes the dilutive impact of those underlying shares in the the denominator.

Stock options are included in the calculation of diluted earnings per share utilizing the treasury stock method and performance share awards are included in the calculation of diluted earnings per share considering those are contingently issuable. Neither is considered to be a participating security as they do not contain non-forfeitable dividend rights.

10

Income from continuing operations and share data used in the basic and diluted earnings per share computations using the two-class method follows:

	Three Months Ended March 31,
(in millions, except share and per share amounts)	2019			2018
Income from continuing operations	$	77.4		$	57.9
Less: dividends declared	(23.3)			(23.1)
Undistributed earnings	54.1			34.8
Percent allocated to common shareholders1	99.7		%	99.3		%
	53.9			34.5
Add: dividends declared on common stock, restricted share units and vested and deferred restricted and performance shares	23.2			22.8
Income from continuing operations attributable to common shares	$	77.1		$	57.3
Shares (in thousands):
Basic weighted-average shares outstanding	57,547			61,684
Effect of dilutive securities:
Performance awards	73			131
Stock options	250			349
Diluted weighted-average shares outstanding	57,870			62,164
Per share income from continuing operations attributable to common shares:
Basic	$	1.34		$	0.93
Diluted	$	1.33		$	0.92
1. Basic weighted-average common shares outstanding (in thousands)	57,547			61,684
Basic weighted-average shares outstanding and unvested restricted shares expected to vest (in thousands)	57,735			62,117
Percent allocated to common shareholders	99.7		%	99.3		%

To calculate earnings per share for income from discontinued operations and for net income, the denominator for both basic and diluted earnings per share is the same as used in the above table.

	Three Months Ended March 31,
(in millions, except share amounts presented in thousands)	2019		2018
Income from discontinued operations attributable to common shareholders for basic and diluted earnings per share	$	2.0	$	250.0
Net income attributable to common shareholders for basic and diluted earnings per share	79.1		307.3
Anti-dilutive stock options excluded from EPS calculation1	340		564

^1.Represents stock options excluded from the calculation of diluted earnings per share, as such options’ assumed proceeds upon exercise would result in the repurchase of more shares than the underlying award.

Note 7—Revenue Recognition

The Company receives payment at the inception of the contract for separately priced extended service warranties, and revenue is deferred and recognized on a straight-line basis over the life of the contracts. Remaining performance obligations for extended service warranties represent the transaction price for the remaining stand-ready obligation to perform warranty services. A summary of estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2019, follows:

(in millions)	Remainder of 2019		2020		2021		2022		2023		2024		Thereafter
Extended service warranties	$	15.8	$	20.1	$	19.1	$	17.9	$	16.7	$	15.6	$	120.1

The Company has applied the practical expedient to not disclose information about remaining performance obligations that have original expected durations of one year or less.

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Contract Balances

Contract liabilities relate to payments received in advance of performance under a contract, primarily related to extended service warranties in the CCM segment and systems contracts in the CFT segment. Contract liabilities are recognized as revenue as (or when) the Company performs under the contract. A summary of the change in contract liabilities for the three months ended March 31, follows:

(in millions)	2019		2018
Balance as of January 1	$	227.4	$	215.8
Revenue recognized	(12.8)		(14.9)
Revenue deferred	15.6		18.2
Acquired liabilities	—		0.1
Balance as of Balance as of March 31	$	230.2	$	219.2

Contract assets relate to the Company's right to payment for performance completed to date under a contract, primarily related to highly customized product contracts within the CIT segment. Accounts receivable are recorded when the right to payment becomes unconditional. A summary of the change in contract assets for the three months ended March 31, follows:

(in millions)	2019		2018
Balance as of January 1	$	44.7	$	—
Adoption of ASC 606	—		22.8
Revenue recognized and unbilled	58.1		33.8
Revenue billed	(44.7)		(22.8)
Balance as of March 31	$	58.1	$	33.8

Revenues by End-Market

A summary of revenues disaggregated by major end-market industries and reconciliation of disaggregated revenue by segment follows:

	Three Months Ended March 31, 2019
(in millions)	CCM		CIT		CFT		CBF		Total
General construction	$	621.6	$	—	$	—	$	—	$	621.6
Aerospace	—		173.8		—		4.6		178.4
Heavy equipment	27.2		—		—		75.2		102.4
Transportation	—		—		32.3		9.2		41.5
Medical	—		31.0		—		—		31.0
General industrial and other	22.3		41.6		30.8		2.3		97.0
Total revenues	$	671.1	$	246.4	$	63.1	$	91.3	$	1,071.9
	Three Months Ended March 31, 2018
(in millions)	CCM		CIT		CFT		CBF		Total
General construction	$	546.3	$	—	$	—	$	—	$	546.3
Aerospace	—		154.8		—		6.3		161.1
Heavy equipment	26.2		—		—		79.2		105.4
Transportation	—		—		33.2		9.8		43.0
Medical	—		34.7		—		—		34.7
General industrial and other	26.1		34.8		30.3		3.0		94.2
Total revenues	$	598.6	$	224.3	$	63.5	$	98.3	$	984.7

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Revenues by Geographic Area

A summary of revenues based on the country to which the product was delivered and reconciliation of disaggregated revenue by segment follows:

	Three Months Ended March 31, 2019
(in millions)	CCM		CIT		CFT		CBF		Total
United States	$	591.2	$	182.1	$	28.0	$	32.5	$	833.8
International:
Europe	52.1		18.4		13.1		30.5		114.1
Asia	4.1		23.8		19.0		20.4		67.3
Canada	17.5		1.1		1.6		0.5		20.7
Mexico	0.4		12.4		0.5		3.3		16.6
Middle East and Africa	3.4		7.3		0.6		0.4		11.7
Other	2.4		1.3		0.3		3.7		7.7
Total international	79.9		64.3		35.1		58.8		238.1
Total revenues	$	671.1	$	246.4	$	63.1	$	91.3	$	1,071.9
	Three Months Ended March 31, 2018
(in millions)	CCM		CIT		CFT		CBF		Total
United States	$	529.0	$	155.6	$	25.6	$	41.5	$	751.7
International:
Europe	39.4		22.3		13.3		30.3		105.3
Asia	5.2		22.9		19.8		18.9		66.8
Canada	18.4		1.1		1.6		0.7		21.8
Mexico	0.9		12.0		2.1		3.6		18.6
Middle East and Africa	3.1		7.6		0.6		0.2		11.5
Other	2.6		2.8		0.5		3.1		9.0
Total international	69.6		68.7		37.9		56.8		233.0
Total revenues	$	598.6	$	224.3	$	63.5	$	98.3	$	984.7

Note 8—Stock-Based Compensation

Stock-based compensation cost by award type follows:

(in millions)	Three Months Ended March 31,
	2019		2018
Stock option awards	$	3.1	$	2.0
Restricted stock awards	2.0		1.9
Performance share awards	1.6		1.7
Restricted stock units	1.3		1.4
Stock appreciation rights	0.8		—
Total stock-based compensation cost	$	8.8	$	7.0

In 2018, the Board authorized a grant of stock options to U.S. employees and stock appreciation rights to employees outside of the U.S. This grant contributed $1.8 million to stock-based compensation cost for the three months ended March 31, 2019. As of March 31, 2019, compensation cost of $0.9 million was capitalized as inventory and will be recognized in costs of goods sold when that related inventory is sold.

Note 9—Exit and Disposal Activities

The Company has undertaken operational restructuring and other cost reduction actions to streamline processes and manage costs throughout various departments. These actions resulted in exit, disposal and employee termination benefit costs, primarily resulting from planned reductions in workforce, facility consolidations and relocations and lease termination costs. The primary actions are discussed below by operating segment.

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CIT

During 2019, the Company announced plans to relocate its manufacturing operations in El Segundo, California, and Riverside, California, to the existing manufacturing operations in North America. During the three months ended March 31, 2019, exit and disposal costs totaled $3.5 million, primarily for employee termination benefit costs. The project is estimated to take 12 to 18 months to complete. Cumulative exit and disposal costs are expected to approximate $8.5 million and will be recognized primarily in 2019.

CFT

During the first quarter of 2019, the Company initiated plans to reduce costs and streamline processes by eliminating certain positions within selling, general and administrative and manufacturing functions. The costs to complete this project totaled $2.0 million and was recognized during the three months ended March 31, 2019. 

CBF

The Company is substantially complete with its project to exit its manufacturing operations in Tulsa, Oklahoma, and relocate the majority of those operations to its existing manufacturing facility in Medina, Ohio. During the three months ended March 31, 2019, exit and disposal costs totaled $0.7 million, primarily reflecting facility closure costs and employee termination benefits. Total associated exit and disposal costs are expected to approximate $20.9 million, with cumulative exit and disposal costs of $19.4 million recognized as of March 31, 2019. Remaining costs of approximately $1.5 million are expected to be incurred throughout the remainder of 2019.

Consolidated Summary

The Company's exit and disposal costs by activity follows:

(in millions)	Three Months Ended March 31,
	2019		2018
Employee severance and benefit arrangements	$	5.7	$	0.7
Lease termination cost	0.5		—
Relocation costs	0.1		0.2
Accelerated depreciation	—		0.8
Other restructuring costs	0.5		1.4
Total exit and disposal costs	$	6.8	$	3.1

The Company's exit and disposal activities costs by segment follows:

(in millions)	Three Months Ended March 31,
	2019		2018
Carlisle Interconnect Technologies	$	3.9	$	1.1
Carlisle Fluid Technologies	2.0		—
Carlisle Brake & Friction	0.7		2.0
Carlisle Construction Materials	0.2		—
Total exit and disposal costs	$	6.8	$	3.1

The Company's exit and disposal activities costs by financial statement line item follows:

(in millions)	Three Months Ended March 31,
	2019		2018
Cost of goods sold	$	3.6	$	2.3
Selling and administrative expenses	2.9		0.6
Other operating expense, net	0.2		0.2
Research and development expenses	0.1		—
Total exit and disposal costs	$	6.8	$	3.1

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The Company's change in exit and disposal activities liability follows:

(in millions)	Total
Balance as of December 31, 2018	$	1.2
Charges	6.8
Cash payments	(1.9)
Balance as of March 31, 2019	$	6.1

The liability of $6.1 million primarily relates to employee severance and benefit arrangements and is included in accrued liabilities and other.

Note 10—Income Taxes 

The effective income tax rate on continuing operations for the three months ended March 31, 2019, was 23.6%, reflecting the anticipated full-year rate.

The effective income tax rate on continuing operations for the three months ended March 31, 2018, was 26.1%. The year-to-date provision for income taxes included taxes on earnings at an anticipated full-year rate of approximately 24.7%, and a year-to-date discrete tax expense of $1.1 million.

Note 11—Inventories, net

(in millions)	March 31, 2019		December 31, 2018
Raw materials	$	217.4	$	195.1
Work-in-process	69.5		59.5
Finished goods	263.7		236.5
Reserves	(35.9)		(33.6)
Inventories, net	$	514.7	$	457.5

Note 12—Goodwill and Other Intangible Assets, net

The changes in the carrying amount of goodwill, net by segment follows:

(in millions)	CCM		CIT		CFT		CBF1		Total
Balance as of December 31, 2018	$	532.8	$	643.1	$	169.5	$	96.4	$	1,441.8
Goodwill acquired during year2	63.0		—		—		—		63.0
Currency translation and other	(0.5)		0.1		0.3		0.1		—
Balance as of March 31, 2019	$	595.3	$	643.2	$	169.8	$	96.5	$	1,504.8

^1.CBF goodwill, net is presented net of accumulated impairment losses of $130.0 million recorded in 2016. No other segments have incurred impairment losses.

^2.Refer to Note 4 for further information on goodwill resulting from recent acquisitions.

A summary of the Company's other intangible assets, net follows:

	March 31, 2019						December 31, 2018
(in millions)	Acquired Cost		Accumulated Amortization		Net Book Value		Acquired Cost		Accumulated Amortization		Net Book Value
Assets subject to amortization:
Customer relationships	$	920.5	$	(304.4)	$	616.1	$	843.8	$	(287.7)	$	556.1
Technology and intellectual property	273.7		(137.2)		136.5		268.8		(129.3)		139.5
Trade names and other	72.7		(18.8)		53.9		45.4		(16.4)		29.0
Assets not subject to amortization:
Trade names	243.0		—		243.0		243.1		—		243.1
Other intangible assets, net	$	1,509.9	$	(460.4)	$	1,049.5	$	1,401.1	$	(433.4)	$	967.7

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The net book values of other intangible assets, net by reportable segment follows:

(in millions)	March 31, 2019		December 31, 2018
Carlisle Construction Materials	$	381.1	$	285.3
Carlisle Interconnect Technologies	304.8		313.4
Carlisle Fluid Technologies	277.1		280.9
Carlisle Brake & Friction	85.0		86.6
Corporate	1.5		1.5
Total	$	1,049.5	$	967.7

Note 13—Leases

The Company determines if an arrangement is a lease at inception by evaluating if the asset is explicitly or implicitly identified or distinct, if the Company will receive substantially all of the economic benefit or if the lessor has an economic benefit and the ability to substitute the asset. Operating leases are included in other long-term assets, accrued liabilities and other, and other long-term liabilities.

ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of fixed and known lease payments over the lease term. Variable payments are not included in the ROU asset or lease liability and can vary from period to period based on our use of an asset during the period or our proportionate share of common costs. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and lease expense for these leases is recognized on a straight-line basis over the lease term.

The Company has lease agreements with lease components and non-lease components. The Company has elected to apply the practical expedient to account for these components as a single lease component, for all classes of underlying assets.

Lease Costs, Assets and Liabilities

The Company has operating leases primarily for manufacturing facilities, warehouses, offices and certain equipment. These leases have remaining lease terms of one to 11 years, some of which include one or more options to renew, with renewal terms that can extend the leases to one or 20 years or more. The components of lease cost for the three months ended March 31, follow:

(in millions)	2019
Operating lease cost	$	6.4
Variable lease cost	1.5
Short-term lease cost	0.7
Total lease cost	$	8.6

A summary of lease assets and liabilities follows:

(in millions)	March 31, 2019
Assets:
Operating lease right-of-use assets1	$	69.6
Liabilities:
Operating lease liabilities - current2	21.9
Operating lease liabilities - long-term3	51.8
Total lease liabilities	$	73.7

^1.Included in other long-term assets.

^2.Included in accrued liabilities and other.

^3.Included in other long-term liabilities.

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Maturity of lease liabilities as of March 31, 2019, follow:

(in millions)	Remainder of 2019		2020		2021		2022		2023		2024		Thereafter		Total
Lease payments	$	19.2	$	18.5	$	12.9	$	9.3	$	7.6	$	5.3	$	9.1	$	81.9
Less: imputed interest															(8.2)
Total lease liabilities															$	73.7

As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments for non-cancelable operating leases in future years would have been as follows:

(in millions)	2019		2020		2021		2022		2023		Thereafter
Future minimum lease payments	$	16.7	$	10.8	$	6.8	$	4.9	$	4.2	$	5.1

Lease Term and Discount Rate

	March 31, 2019
Operating leases:
Weighted-average remaining lease term (in years)	5.0
Weighted-average discount rate	3.9	%

Supplemental Cash Flow Information

Cash paid for amounts included in the measurement of operating lease liabilities totaled $5.8 million for the three months ended March 31, 2019. Operating lease right-of-use assets obtained in exchange for new operating lease liabilities totaled $70.1 million for the three months ended March 31, 2019.

Note 14—Long-term Debt

(in millions)					Fair Value1
	March 31, 2019		December 31, 2018		March 31, 2019		December 31, 2018
3.75% Notes due 2027	$	600.0	$	600.0	$	582.7	$	579.4
3.5% Notes due 2024	400.0		400.0		397.5		386.4
3.75% Notes due 2022	350.0		350.0		353.3		345.5
5.125% Notes due 2020	250.0		250.0		255.9		255.0
Unamortized discount, debt issuance costs, and other	(11.5)		(12.2)
Total long term-debt	$	1,588.5	$	1,587.8

^1.The fair value is estimated based on current yield rates plus the Company’s estimated credit spread available for financings with similar terms and maturities. Based on these inputs, the debt instruments are classified as Level 2 in the fair value hierarchy.

Revolving Credit Facility

During the three months ended March 31, 2019, there were no borrowings or repayments under the Facility. As of March 31, 2019, and December 31, 2018, the Facility had no outstanding balance and $1.0 billion available for use.

Covenants and Limitations

Under the Company’s debt and credit facilities, the Company is required to meet various restrictive covenants and limitations, including limitations on certain leverage ratios, interest coverage, and limits on outstanding debt balances held by certain subsidiaries. The Company was in compliance with all covenants and limitations as of March 31, 2019 and December 31, 2018. 

Letters of Credit and Guarantees

During the normal course of business, the Company enters into commitments in the form of letters of credit and bank guarantees to provide financial and performance assurance to third parties. As of March 31, 2019 and December 31, 2018, the Company had $26.2 million and $26.0 million in letters of credit and bank guarantees outstanding, respectively. The Company has multiple arrangements to obtain letters of credit, which include an agreement with unspecified availability and separate agreements for up to $80.0 million in letters of credit, of which $56.1 million was available for use as of March 31, 2019.

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Note 15—Defined Benefit Plan

The Company recognizes net periodic benefit cost based on the actuarial analysis performed at the previous year end, adjusted if certain significant events occur during the year.

The components of net periodic benefit cost follows:

	Three Months Ended March 31,
(in millions)	2019		2018
Service cost	$	0.7	$	0.8
Interest cost	1.5		1.4
Expected return on plan assets	(2.4)		(2.6)
Amortization of unrecognized loss1	0.9		1.1
Net periodic benefit cost	$	0.7	$	0.7

^1.Includes amortization of unrecognized actuarial (gain) loss and prior service credits and excludes provision for income tax of $(0.2) million and $(0.3) million for the three months ended March 31, 2019, and 2018, respectively.

The components of net periodic benefit cost, other than the service cost component, are included in other non-operating (income) expense, net.

Note 16—Standard Product Warranties

The Company offers various standard warranty programs on its products, primarily for certain installed roofing systems, high-performance cables and assemblies, fluid technologies and braking products. The Company’s liability for such warranty programs is included in accrued expenses. The change in standard product warranty liabilities for the three months ended March 31, follows:

(in millions)	2019		2018
Balance as of January 1	$	31.9	$	30.4
Current year provision	5.3		4.4
Current year claims	(4.5)		(3.7)
Currency translation	(0.1)		0.2
Balance as of March 31	$	32.6	$	31.3

Note 17—Financial Instruments

Foreign Currency Forward Contracts

The Company uses foreign currency forward contracts to hedge a portion of its foreign currency exchange rate exposure to forecasted foreign currency denominated cash flows. These instruments are not held for speculative or trading purposes.

A summary of the Company's designated and non-designated cash flow hedges follows:

	March 31, 2019				December 31, 2018
(in millions)	Fair Value1		Notional Value		Fair Value1		Notional Value
Designated hedges	$	1.7	$	74.6	$	0.2	$	95.0
Non-designated hedges	(0.2)		60.3		0.1		49.9

^1.The fair value of foreign currency forward contracts is included in other current assets. The fair value was estimated using observable market inputs such as forward and spot prices of the underlying exchange rate pair. Based on these inputs, derivative assets and liabilities are classified as Level 2 in the fair value hierarchy.

For instruments that are designated and qualify as cash flow hedges, the Company had foreign currency forward contracts with maturities less than one year. The changes in the fair value of the contracts are recorded in accumulated other comprehensive income (loss) and recognized in the same line item as the impact of the hedged item, revenues or cost of sales, when the underlying forecasted transaction impacts earnings. Gains and losses on the contracts representing hedge components excluded from the assessment of hedged effectiveness are recognized in the same line item as the hedged item, revenues or cost of sales, currently.

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The change in accumulated other comprehensive income (loss) related to cash flow hedges for the three months ended March 31, follows:

(in millions)	2019		2018
Balance as of January 1	$	(3.2)	$	(4.0)
Other comprehensive income before reclassifications	1.9		0.3
Amounts reclassified from accumulated other comprehensive loss	(0.3)		(0.1)
Other comprehensive income	1.6		0.2
Balance as of March 31	$	(1.6)	$	(3.8)

For instruments that are not designated as a cash flow hedge, the Company had foreign exchange contracts with maturities less than one year. The unrealized gains and losses resulting from these contracts were immaterial and are recognized in other non-operating (income) expense, net and partially offset corresponding foreign exchange gains and losses on these balances.

Deferred Compensation Rabbi Trust

The Company has established a Rabbi Trust to provide for a degree of financial security to cover its obligations associated with its deferred compensation plan. Contributions to the Rabbi Trust by the Company are made at the discretion of management and generally are made in cash and invested in money-market funds. The Company consolidates the Rabbi Trust and therefore includes the investments in its Condensed Consolidated Balance Sheets. As of March 31, 2019 and December 31, 2018, the Company had $11.4 million and $10.7 million of cash, respectively, and $5.5 million and $4.3 million of short-term investments, respectively. The short-term investments are measured at fair value using quoted market prices in active markets (i.e., Level 1 measurements) with changes in fair value recorded in net income and the associated cash flows presented as operating cash flows.

Other Financial Instruments 

Other financial instruments include cash and cash equivalents, accounts receivable, net, accounts payable, accrued liabilities and other, and long-term debt. The carrying value for cash and cash equivalents, accounts receivable, net, accounts payable and accrued liabilities and other approximates fair value because of their short-term nature and generally negligible credit losses (refer to Note 14 for the fair value of long-term debt).

Note 18—Commitments and Contingencies

Litigation

Over the years, the Company has been named as a defendant, along with numerous other defendants, in lawsuits in various state courts in which plaintiffs have alleged injury due to exposure to asbestos-containing brakes, which Carlisle manufactured in limited amounts between the late-1940s and the mid-1980s. In addition to compensatory awards, these lawsuits may also seek punitive damages. Generally, the Company has obtained dismissals or settlements of its asbestos-related lawsuits with no material effect on its financial condition, results of operations, or cash flows. The Company maintains insurance coverage that applies to the Company’s defense costs and payments of settlements or judgments in connection with asbestos-related lawsuits. At this time, the amount of reasonably possible asbestos claims, if any, is not material to the Company's financial position, results of operations, or operating cash flows, although these matters could result in the Company being subject to monetary damages, costs or expenses, and charges against earnings in particular periods.

The Company may occasionally be involved in various other legal actions arising in the normal course of business. In the opinion of management, the ultimate outcome of such actions, either individually or in the aggregate, are not expected to have a material adverse effect on the consolidated financial position or annual operating cash flows of the Company. 

Environmental Matters

The Company is subject to increasingly stringent environmental laws and regulations, including those relating to air emissions, wastewater discharges, chemical and hazardous waste management, and disposal. Some of these environmental laws hold owners or operators of land or businesses liable for their own and for previous owners’ or operators’ releases of hazardous or toxic substances or wastes. Other environmental laws and regulations require the obtainment of, and compliance with, environmental permits. To date, costs of complying with environmental, health, and safety requirements have not been material, and the Company did not have any significant accruals

19

related to potential future costs of environmental remediation as of March 31, 2019, nor are any asset retirement obligations recorded as of that date. However, the nature of the Company’s operations and its long history of industrial activities at certain of its current or former facilities, as well as those acquired, could potentially result in material environmental liabilities or asset retirement obligations.

While the Company must comply with existing and pending climate change legislation, regulation, international treaties or accords, current laws and regulations do not have a material impact on its business, capital expenditures or financial position. Future events, including those relating to climate change or greenhouse gas regulation, could require the Company to incur expenses related to the modification or curtailment of operations, installation of pollution control equipment, or investigation and cleanup of contaminated sites. 

Note 19—Subsequent Events

On April 1, 2019, the Company acquired MicroConnex Corporation ("MicroConnex") for approximately $46.0 million in cash, subject to post-closing adjustments. MicroConnex is a manufacturer of highly engineered microminiature flex circuits and sensors for the medical and test and measurement markets. The initial accounting for the business combination is incomplete as a result of the timing of the acquisition. The results of operations of the acquired business will be reported within the CIT segment beginning in the second quarter of 2019.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Carlisle Companies Incorporated ("Carlisle", the "Company", "we", "us" or "our") is a diversified, global portfolio of niche brands that manufacture highly engineered products. Carlisle is committed to generating superior shareholder returns by combining a unique management style of decentralization, entrepreneurial spirit, active mergers and acquisitions, and a balanced approach to capital deployment, all with a culture of continuous improvement as embodied in the Carlisle Operating System ("COS"). Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is designed to provide a reader of our financial statements with a narrative from the perspective of Company management. All references to "Notes" refer to our Notes to Condensed Consolidated Financial Statements in this quarterly report on Form 10-Q.

Executive Overview

We focus on achieving profitable growth in our segments both organically, through new product development, product line extensions and entering new markets, as well as through acquisitions of businesses that complement our existing technologies, products and market channels. Resources are allocated among the operating segments based on senior management’s assessment of their ability to obtain leadership positions and competitive advantages in the markets they serve. We focus on obtaining profitable growth through the following strategic factors:

•Driving above-market organic growth;

•Utilizing COS consistently to drive efficiencies and operating leverage;

•Building scale with synergistic acquisitions;

•Continuing to invest in and develop exceptional talent; and

•Deploying capital into capital expenditures, share repurchases and dividends.

Our results in the first quarter reflected continued healthy demand across many of our key end markets, price discipline, efficiencies gained from COS, contributions from acquisitions and solid execution of our operating plans from Carlisle's employees around the globe. Building on the solid momentum we gained in 2018, we drove record first quarter revenues, operating income and diluted EPS. We also and continue to gain traction on the key objectives of Vision 2025, including: 

•Achieving 5.9% organic revenue growth, in excess of our long-term growth target of 5%

•Leveraging revenue growth to deliver a 21% increase in operating income

•Maintaining price discipline across businesses, leading to positive price realization at all four segments

•Delivering cost savings of 1.3% of sales through COS, within our targeted range of 1-2%

•Utilizing our strong cash flow and balance sheet to deploy over $180 million into share repurchases and dividends paid

•Continuing to reshape the portfolio and build out our capabilities by acquiring Petersen Aluminum Corporation ("Petersen") within CCM and, on April 1, 2019, MicroConnex Corporation ("MicroConnex") within CIT

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Summary of Financial Results

	Three Months Ended March 31,
(in millions, except per share amounts)	2019			2018
Revenues	$	1,071.9		$	984.7
Operating income	$	114.7		$	94.7
Operating margin percentage	10.7		%	9.6		%
Income from continuing operations	$	77.4		$	57.9
Income from discontinued operations	$	2.0		$	251.7
Diluted earnings per share attributable to common shares:
Income from continuing operations	$	1.33		$	0.92
Income from discontinued operations	$	0.03		$	4.02
Items affecting comparability:1
Impact to operating income	$	7.2		$	4.4
Impact to income from continuing operations	$	4.7		$	3.4
Impact on diluted EPS from continuing operations	$	0.08		$	0.05

^1.Items affecting comparability primarily include acquisition related costs, exit and disposal costs, facility rationalization costs, litigation settlement costs and gains from divestitures. Tax effect is based on the rate of the jurisdiction where the expense is deductible. Refer to Items Affecting Comparability in this MD&A for further discussion.

Revenues increased in the first quarter of 2019 primarily reflecting increased volume, company-wide price realization and contribution from the acquisition of Petersen, partially offset by foreign currency headwinds.

The increase in operating income in the first quarter of 2019 primarily reflected the above revenue performance and benefits from the continued execution of COS. Partially offsetting the increase were higher labor-related, freight and restructuring costs.

Diluted earnings per share from continuing operations primarily benefited from the above operating income performance, a lower effective tax rate and reduced average shares outstanding, resulting from our share repurchase program.

Outlook

We are pleased with the start to 2019 and are optimistic about both our near and long-term prospects for growth despite persistent uncertainties around the China trade negotiations and Brexit.

We remain focused on executing the Vision 2025 objectives of exceeding 5% organic growth, utilizing COS to deliver efficiencies and operating leverage, building scale with synergistic acquisitions, continuing to invest in exceptional talent, and deploying over $3 billion into capital expenditures, share repurchases and dividends.

Consolidated Results of Operations 

Revenues

(in millions)	Three Months Ended March 31,								Acquisition Effect		Price / Volume Effect		Exchange Rate Effect
	2019		2018		Change		%
Revenues	$	1,071.9	$	984.7	$	87.2	8.9	%	3.9	%	5.9	%	(0.9)	%

The increase in revenues in the first quarter of 2019 primarily reflected increase sale volumes from favorable commercial construction demand at CCM and an increase in demand for aerospace products at CIT. Revenues also increased from company-wide price realization, particularly in the CCM segment. Revenues from acquired businesses in the first quarter of 2019 primarily reflected a contribution of $35.5 million from the acquisition of Petersen in the CCM segment. The increase in revenues was partially offset by unfavorable foreign currency rates due to a stronger U.S dollar.

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Gross Margin

(in millions)	Three Months Ended March 31,
	2019			2018			Change		%
Gross margin	$	288.6		$	249.4		$	39.2	15.7	%
Gross margin percentage	26.9		%	25.3		%
Depreciation and amortization	$	22.6		$	26.2

The increase in gross margin percentage (gross margin expressed as a percentage of revenues) in the first quarter of 2019 was driven by company-wide price realization, particularly in the CCM segment, higher sales volumes in the CCM and CIT segments and savings from COS. Partially offsetting these items was higher labor-related costs and unfavorable product mix. Also included in cost of goods sold were exit and disposal costs totaling $3.6 million in the first quarter of 2019, compared with $2.3 million in the first quarter of 2018, primarily at CIT, attributable to our restructuring initiatives.

Selling and Administrative Expenses

(in millions)	Three Months Ended March 31,
	2019			2018			Change		%
Selling and administrative expenses	$	164.2		$	148.6		$	15.6	10.5	%
As a percentage of revenues	15.3		%	15.1		%
Depreciation and amortization	$	25.9		$	19.3

The increase in selling and administrative expenses in the first quarter 2019 primarily reflected acquired selling general and administrative costs from the acquisition of Petersen, higher labor-related costs for equity and incentive compensation and charges for the facility rationalization and plant restructuring projects at CIT. The selling and administrative costs from the acquired businesses also included non-cash amortization of acquired customer-related intangible assets. Refer to Note 9 for further information on exit and disposal activities. These increases were partially offset by continuing cost savings from the integration of acquired businesses.

Research and Development Expenses

(in millions)	Three Months Ended March 31,
	2019			2018			Change		%
Research and development expenses	$	14.4		$	13.9		$	0.5	3.6	%
As a percentage of revenues	1.3		%	1.4		%
Depreciation and amortization	$	0.5		$	0.4

Research and development expenses remained consistent in the first quarter of 2019, compared with the first quarter of 2018, and primarily reflected new product development at our CIT, CCM and CFT segments. 

Other Operating (Income) Expense, net

(in millions)	Three Months Ended March 31,
	2019		2018		Change		%
Other operating (income) expense, net	$	(4.7)	$	(7.8)	$	3.1	NM

Other operating (income) expense, net in the first quarter of 2019 primarily reflected a $3.0 million gain on contingent consideration at CFT and $0.6 million of gains on sales of assets, primarily at CBF.

The increase in other operating (income) expense, net in the first quarter of 2018 primarily reflected the $4.9 million gain on a legal settlement at CCM and $2.0 million of gains on sales of assets primarily at CCM and CFT. 

Operating Income

(in millions)	Three Months Ended March 31,
	2019			2018			Change		%
Operating income	$	114.7		$	94.7		$	20.0	21.1	%
Operating margin percentage	10.7		%	9.6		%

Refer to Segment Results of Operations within this MD&A for further information related to segment operating income results.

23

Interest Expense, net

(in millions)	Three Months Ended March 31,
	2019		2018		Change		%
Interest expense	$	16.3	$	15.4
Interest income	(2.6)		(0.9)
Interest expense, net	$	13.7	$	14.5	$	(0.8)	(5.5)	%

The decrease in interest expense, net during the first quarter of 2019 primarily reflected an increase in interest income associated with higher returns on our cash balance and improved mix of excess cash in higher yield assets. The decrease was partially offset by a lower amount of capitalized interest in the first quarter of 2019 as a result of lower capital expenditures.

Other Non-operating (Income) Expense, net

(in millions)	Three Months Ended March 31,
	2019		2018		Change		%
Other non-operating (income) expense	$	(0.4)	$	1.9	$	(2.3)	(121.1)	%

The change in other non-operating (income) expense, net, primarily reflected the non-recurrence of the net impact of the resolution of certain tax uncertainties related to the Accella acquisition and release of the corresponding indemnification asset, and the weakening of the U.S. Dollar and related changes in foreign exchange losses.

Income Taxes

(in millions)	Three Months Ended March 31,
	2019			2018			Change		%
Provision for income taxes	$	24.0		$	20.4		$	3.6	17.6	%
Effective tax rate	23.6		%	26.1		%

The effective income tax rate on continuing operations for the three months ended March 31, 2019, was 23.6%, reflecting the anticipated full-year rate.

The effective income tax rate on continuing operations for the three months ended March 31, 2018, was 26.1%. The year-to-date provision for income taxes included taxes on earnings at an anticipated full-year rate of approximately 24.7%, and a year-to-date discrete tax expense of $1.1 million.

Income from Discontinued Operations

(in millions)	Three Months Ended March 31,
	2019		2018		Change		%
Income from discontinued operations before taxes	$	—	$	299.0
(Benefit) provision for income taxes	(2.0)		47.3
Income from discontinued operations	$	2.0	$	251.7	$	(249.7)	NM

Income from discontinued operations in 2019 relates solely to the settlement of prior income tax positions in the current year.

Income from discontinued operations in the first quarter of 2018 primarily reflects the pre-tax gain on sale of CFS totaling $296.8 million. Excluding the gain on sale, income from discontinued operations reflects activity from January 1, 2018 through March 20, 2018, the date that the sale of CFS was completed.

24

Segment Results of Operations

Carlisle Construction Materials ("CCM")

On January 11, 2019, we acquired Petersen for estimated consideration of $207.2 million. Petersen’s primary business is the manufacture and distribution of market leading architectural metal roof panels, steel and aluminum flat sheets and coils, wall panels, perimeter roof edge systems and related accessories for commercial, residential, institutional, industrial and agricultural markets. Refer to Note 4 for further discussion.

(in millions)	Three Months Ended March 31,										Acquisition Effect		Price / Volume Effect		Exchange Rate Effect
	2019			2018			Change		%
Revenues	$	671.1		$	598.6		$	72.5	12.1	%	6.3	%	6.3	%	(0.5)	%
Operating income	$	92.9		$	75.8		$	17.1	22.6	%
Operating margin percentage	13.8		%	12.7		%
Depreciation and amortization	$	22.6		$	19.1
Items affecting comparability1	$	1.6		$	(1.8)

^1.Items affecting comparability include acquisition related costs of $1.4 million and exit and disposal and facility rationalization costs of $0.2 million in the first quarter of 2019 and gains from divestitures of $(1.8) million in the first quarter of 2018, refer to Items Affecting Comparability.

CCM’s revenue growth in the first quarter of 2019 primarily reflected higher sales volumes driven by U.S. roofing demand, growth in Europe, price realization, new product development and revenue contribution from the acquisition of Petersen.

CCM’s operating margin percentage increase in the first quarter of 2019 was driven by price realization, higher sales volumes and cost savings from COS. Partially offsetting the increase in operating margin percentage were higher labor-related costs and the absence of a one-time gain in the first quarter of 2018 from a legal settlement.

Outlook 

CCM’s revenues and operating income are generally higher in the second and third quarters of the year due to increased construction activity during these periods, however could be impacted by unfavorable weather. CCM’s commercial roofing business is comprised predominantly of revenues from re-roofing, which derives demand from a large base of installed roofs requiring replacement in a given year, and less from roofing for new commercial construction. Demand for commercial insulation products is also driven by increased enforcement of building codes related to energy efficiency. Growth in demand in the commercial construction market can be negatively impacted by changes in fiscal policy and increases in interest rates. The availability of labor to fulfill installations may also be a constraint on growth in the commercial roofing market.

CCM’s ability to increase current selling price and volume levels is subject to significant competition, in particular from competitors that have added manufacturing capacity of commercial roofing and insulation, spray foam polyurethane products and metal roofing. Raw material input costs are expected to continue to increase moderately due to crude oil and related commodity pricing. Despite recent price realization, price competition could negatively impact CCM's ability to maintain current operating income margin levels or obtain incremental operating margin. 

We now expect CCM to achieve low-double digit revenue growth in 2019, including contributions from acquisitions, with underlying demand and pricing supporting organic revenue growth.

Carlisle Interconnect Technologies ("CIT")

In January 2019, we announced we would exit our manufacturing operations in El Segundo, California, and Riverside, California, and relocate the majority of those operations to our existing manufacturing facility in North America. This project is expected to take 12 to 18 months to complete with total expected project costs of approximately $20.3 million. As a result of these efforts, focused on improving operational efficiencies throughout the business, we anticipate continuing costs related to plant restructuring and facility rationalization throughout 2019. Refer to Note 9 for further information regarding exit and disposal activities.

On April 1, 2019, the Company acquired MicroConnex for approximately $46.0 million in cash, subject to post-closing adjustments. MicroConnex is a manufacturer of highly engineered microminature flex circuits and sensors

25

for the medical and test and measurement markets. The results of operations of the acquired business will be reported within the CIT segment beginning in the second quarter of 2019. Refer to Note 19 for further discussion.

(in millions)	Three Months Ended March 31,										Acquisition Effect		Price / Volume Effect		Exchange Rate Effect
	2019			2018			Change		%
Revenues	$	246.4		$	224.3		$	22.1	9.9	%	0.2	%	10.0	%	(0.3)	%
Operating income	$	30.6		$	27.2		$	3.4	12.5	%
Operating margin percentage	12.4		%	12.1		%
Depreciation and amortization	$	14.5		$	14.6
Items affecting comparability1	$	4.9		$	2.6

^1.Items affecting comparability include exit and disposal and facility rationalization costs ($4.7 million in the first quarter of 2019 and $2.6 million in the first quarter of 2018) and acquisition costs of $0.2 million in the first quarter of 2019, refer to Items Affecting Comparability.

CIT's revenue growth in the first quarter of 2019 primarily reflected increases in the aerospace, test and measurement and space and defense markets.

CIT’s operating margin percentage increased in the first quarter of 2019, driven by higher volumes, price realization and savings from COS, partially offset by higher restructuring and facility rationalization costs, unfavorable product mix and higher labor-related costs.

Outlook

The longer term outlook in the commercial aerospace market remains favorable with a strong delivery cycle for new commercial aircraft expected over the next several years. The outlook for the market for in-flight entertainment and connectivity applications also remains positive on increasing demand for on-board connectivity applications used in both installed aircraft seating and through personal mobile devices using wireless connectivity access.

CIT is actively pursuing new products, customers and complementary technologies to support its expansion into the growing medical technology market. The medical technology markets in which CIT competes are experiencing vendor consolidation trends among larger medical original equipment manufacturer's, to whom CIT offers improved product verification capabilities and value-added vertical integration through its multiple product offerings. 

We now expect CIT to achieve mid-to-high single digit revenue growth in 2019.

Carlisle Fluid Technologies ("CFT")

(in millions)	Three Months Ended March 31,										Acquisition Effect		Price / Volume Effect		Exchange Rate Effect
	2019			2018			Change		%
Revenues	$	63.1		$	63.5		$	(0.4)	(0.6)	%	—	%	2.2	%	(2.8)	%
Operating income	$	6.4		$	5.7		$	0.7	12.3	%
Operating margin percentage	10.1		%	9.0		%
Depreciation and amortization	$	5.7		$	5.4
Items affecting comparability1	$	(0.9)		$	0.5

^1.Items affecting comparability include exit and disposal and facility rationalization costs ($2.0 million in the first quarter of 2019 and $0.7 million in the first quarter of 2018), acquisition related costs of $0.1 million in the first quarter of 2019, gain on contingent consideration of $(3.0) million in the first quarter of 2019 and gain from divestiture of $(0.2) million in the first quarter of 2018, refer to Items Affecting Comparability.

CFT's revenue was flat in the first quarter of 2019 and reflected strength of standard product sales in automotive refinish and general industrial markets, offset by softness in transportation end markets and foreign currency headwinds.

CFT’s operating income and operating margin percentage performance for the first quarter of 2019 improved, reflecting price realization, savings from COS and a one-time gain on contingent consideration from a previous acquisition, partially offset by labor-related and raw material inflation and a one-time charge for organizational restructuring.

Outlook

The longer term outlook in the transportation and general industrial markets remains steady with a stable backlog of systems and standard products expected over the next year. We expect the opportunity for growth in the Asia-Pacific markets to continue to increase in conjunction with the expanding powder opportunities.

26

We continue to expect CFT to achieve mid-single digit revenue growth in 2019.

Carlisle Brake & Friction ("CBF")

(in millions)	Three Months Ended March 31,										Acquisition Effect		Price / Volume Effect		Exchange Rate Effect
	2019			2018			Change		%
Revenues	$	91.3		$	98.3		$	(7.0)	(7.1)	%	—	%	(3.8)	%	(3.3)	%
Operating (loss) income	$	6.5		$	4.5		$	2.0	44.4	%
Operating margin percentage	7.1		%	4.6		%
Depreciation and amortization	$	5.4		$	6.1
Items affecting comparability1	$	1.3		$	2.0

^1.Items affecting comparability and include exit and disposal and facility rationalization costs ($1.3 million in the first quarter of 2019 and $2.0 million in the first quarter of 2018), refer to Items Affecting Comparability.

CBF revenue decreased in the first quarter of 2019, reflecting weaker than expected sales volumes in the heavy equipment and aerospace markets and foreign currency headwinds, partially offset by price realization.

CBF's operating margin percentage increase in the first quarter of 2019 was driven by lower restructuring and facility rationalization costs, associated with our Tulsa, Oklahoma to Medina, Ohio facility consolidation, price realization and savings from COS, partially offset by lower sales volumes, labor-related and raw material inflation and unfavorable product mix.

Outlook

With certain customers adjusting their inventory levels, price discipline and product line rationalization actions taken by the team, we now expect CBF revenues to be flat in 2019.

Liquidity and Capital Resources

A summary of our cash and cash equivalents by region follows:

(in millions)	March 31, 2019		December 31, 2018
Europe	$	72.6	$	39.3
North America (excluding U.S.)	28.0		28.6
China	31.7		28.6
Asia Pacific (excluding China)	35.7		19.5
International cash and cash equivalents	168.0		116.0
U.S. cash and cash equivalents	348.6		687.6
Total cash and cash equivalents	$	516.6	$	803.6

We maintain liquidity sources primarily consisting of cash and cash equivalents as well as availability under the Facility. Cash generated by operations is our primary source of liquidity. Another potential source of liquidity is access to public capital markets via our automatic registration statement on Form S-3 filed November 8, 2017, subject to market conditions at that time. The decrease in cash and cash equivalents compared to December 31, 2018, was primarily related to the acquisition of Petersen, which was completed on January 11, 2019. Additionally, during the first three months of 2019, we utilized cash on hand to fund share repurchases, capital expenditures and pay dividends to shareholders.

Cash held by subsidiaries in China is subject to local laws and regulations that require government approval for conversion of such cash to U.S. Dollars, as well as for transfer of such cash to entities that are outside of China.

We believe we have sufficient financial resources to meet our business requirements for at least the next 12 months, including capital expenditures for worldwide manufacturing, working capital requirements, dividends, common stock repurchases, acquisitions and strategic investments.

We also anticipate we will have sufficient cash on hand, as well as available liquidity under our revolving credit facility (the "Facility"), to pay outstanding principal balances of our existing notes by the respective maturity dates. We intend to obtain additional liquidity by accessing the capital markets to repay the outstanding balance if these sources of liquidity have been used for other strategic purposes by the time of maturity. Refer to Debt Instruments below.

27

Sources and Uses of Cash and Cash Equivalents

	Three Months Ended March 31,
(in millions)	2019		2018
Net cash provided by operating activities	$	109.8	$	33.2
Net cash (used in) provided by investing activities	(224.4)		715.0
Net cash used in financing activities	(173.1)		(148.0)
Effect of foreign currency exchange rate changes on cash	0.7		1.9
Change in cash and cash equivalents	$	(287.0)	$	602.1

Operating Activities

We generated operating cash flows of $109.8 million for the first three months of 2019 (including working capital uses of $33.3 million), compared with $33.2 million for the first three months of 2018 (including working capital uses of $84.5 million). Higher operating cash flows in the first three months of 2019 primarily reflect higher cash earnings and more efficient investment in working capital.

Investing Activities

Cash used in investing activities of $224.4 million for the first three months of 2019 primarily reflected the acquisition of Petersen, net of cash acquired, for $202.0 million and capital expenditures of $23.3 million. Cash provided by investing activities of $715.0 million for the first three months of 2018 primarily reflects the sale of CFS for gross proceeds of $754.6 million, partially offset by capital expenditures of $42.5 million.

Financing Activities

Cash used in financing activities of $173.1 million in the first three months of 2019 primarily reflected $157.1 million of share repurchases and $23.3 million of dividend payments, reflecting the increased dividend of $0.40 per share. Cash used in financing activities of $148.0 million during the first three months of 2018 primarily reflected $122.0 million of share repurchases and $23.1 million of dividend payments.

Outlook

Our priorities for the use of cash are to invest in growth and performance improvement opportunities for our existing businesses through capital expenditures, pursue strategic acquisitions that meet shareholder return criteria, pay dividends to shareholders and return value to shareholders through share repurchases.

Debt Instruments

Senior Notes

We have senior unsecured notes outstanding of $250.0 million due December 15, 2020 (at a stated interest rate of 5.125%), $350.0 million due November 15, 2022 (at a stated interest rate of 3.75%), $400.0 million due December 1, 2024 (at a stated interest rate of 3.5%) and $600.0 million due December 1, 2027 (at a stated interest rate of 3.75%) that are rated BBB by Standard & Poor’s and Baa2 by Moody’s.

Revolving Credit Facility (the "Facility")

During the first quarter of 2019, we had no borrowings or repayments under the Facility. As of March 31, 2019, the Facility had no outstanding balance and $1.0 billion available for use.

We are required to meet various restrictive covenants and limitations under our senior notes and revolving credit facility including certain leverage ratios, interest coverage ratios and limits on outstanding debt balances held by certain subsidiaries. We were in compliance with all covenants and limitations as of March 31, 2019 and December 31, 2018.

Refer to Note 14 for further information on our debt instruments.

New Accounting Pronouncements

Refer to Note 2 for more information regarding new accounting pronouncements.

28

Items Affecting Comparability

Items affecting comparability include costs, and losses or gains related to, among other things, growth and profitability improvement initiatives and other events outside of core business operations (such as asset impairments, exit and disposal and facility rationalization charges, costs of and related to acquisitions, litigation settlement costs, gains and losses from and costs related to divestitures, and discrete tax items). Because these items affect our, or any particular operating segment's, financial condition or results in a specific period in which they are recognized, we believe it is appropriate to present the total of these items to provide information regarding the comparability of results of operations period to period. The components of items affecting comparability follows:

	Three Months Ended March 31, 2019						Three Months Ended March 31, 2018
(in millions, except per share amounts)	Impact to Operating Income		Impact to Income from Continuing Operations		Impact to Diluted EPS from Continuing Operations		Impact to Operating Income		Impact to Income from Continuing Operations		Impact to Diluted EPS from Continuing Operations
Exit and disposal costs	$	6.8	$	5.1	$	0.09	$	3.1	$	2.4	$	0.04
Other facility rationalization costs	1.4		1.1		0.02		2.2		1.7		0.02
Acquisition related costs:
Inventory step-up amortization	0.5		0.4		—		—		—		—
Other acquisition costs	1.5		1.1		0.02		1.1		0.8		0.01
Gain from contingent consideration	(3.0)		(3.0)		(0.05)		—		—		—
Gains from divestitures	—		—		—		(2.0)		(1.5)		(0.02)
Total items affecting comparability	$	7.2	$	4.7	$	0.08	$	4.4	$	3.4	$	0.05

The impact to income from continuing operations reflects the tax effect of items affecting comparability based on the statutory rate in the jurisdiction in which the expense or income is deductible or taxable. The per share impact of items affecting comparability to each period is based on diluted shares outstanding using the two-class method (refer to Note 6).

Forward-Looking Statements

This report 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," "intends," "forecast" and similar expressions, and reflect our expectations concerning the future. Such statements are made based on known events and circumstances at the time of publication, and as such, are subject in the future to unforeseen risks and uncertainties. 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: 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 integration and identification of our strategic acquisitions; 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 undertake no duty to update forward-looking statements.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

There have been no material changes in the Company’s market risk for the three months ended March 31, 2019. For additional information, refer to "PART II—Item 7A. Quantitative and Qualitative Disclosures About Market Risk" of the Company’s 2018 Annual Report on Form 10-K.

29

Item 4. Controls and Procedures

a.Evaluation of disclosure controls and procedures. Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation and as of March 31, 2019, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

b.Changes in internal controls. During the first three months of 2019, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II

Item 1. Legal Proceedings

Litigation

Over the years, we have been named as a defendant, along with numerous other defendants, in lawsuits in various state courts in which plaintiffs have alleged injury due to exposure to asbestos-containing brakes, which Carlisle manufactured in limited amounts between the late-1940’s and the mid-1980’s. In addition to compensatory awards, these lawsuits may also seek punitive damages. We typically obtain dismissals or settlements of our asbestos-related lawsuits with no material effect on our financial condition, results of operations, or cash flows. We maintain insurance coverage that applies to our defense costs and payments of settlements or judgments in connection with asbestos-related lawsuits. At this time, we believe that the resolution of our pending asbestos claims will not have a material impact on our financial condition, results of operations, or cash flows, although these matters could result in the Company being subject to monetary damages, costs or expenses, and charges against earnings in particular periods. 

In addition, we may occasionally be involved in various other legal actions arising in the normal course of business. In the opinion of management, the ultimate outcome of such actions, either individually or in the aggregate, are not expected to have a material adverse effect on the consolidated financial position or annual operating cash flows of the Company.

Environmental Matters

We are subject to increasingly stringent environmental laws and regulations, including those relating to air emissions, wastewater discharges, chemical and hazardous waste management and disposal. Some of these environmental laws hold owners or operators of land or businesses liable for their own and for previous owners’ or operators’ releases of hazardous or toxic substances or wastes. Other environmental laws and regulations require the obtainment, and compliance with, environmental permits. To date, costs of complying with environmental, health and safety requirements have not been material, and we do not have any significant accruals related to potential future costs of environmental remediation as of March 31, 2019, nor are any asset retirement obligations recorded as of that date. The nature of our operations and our long history of industrial activities at certain of our current or former facilities, as well as those acquired could potentially result in material environmental liabilities.

While we must comply with existing and pending climate change legislation, regulation, international treaties or accords, current laws and regulations do not have a material impact on our business, capital expenditures or financial position. Future events, including those relating to climate change or greenhouse gas regulation could require the Company to incur expenses related to the modification or curtailment of operations, installation of pollution control equipment, or investigation and cleanup of contaminated sites.

Item 1A. Risk Factors

During the three months ended March 31, 2019, there were no material changes to the risk factors disclosed in "PART I—Item 1A. Risk Factors" of the Company’s 2018 Annual Report on Form 10-K.

30

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes the repurchase of common stock during the three months ended March 31, 2019:

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs1
January 2019	786	$	105.24	755	1,983
February 2019	166	110.77		165	6,818
March 2019	424	122.73		424	6,394
Total	1,376			1,344

^1.Represents the remaining total number of shares that can be repurchased under the Company’s stock repurchase program. On February 5, 2019, the Board approved a 5 million share increase in the Company's stock repurchase programs.

The Company may also reacquire shares outside of the repurchase program from time to time in connection with the forfeiture of shares in satisfaction of tax withholding obligations from the vesting of share-based compensation. There were approximately 32 thousand shares reacquired in transactions outside of the share repurchase program during the three months ended March 31, 2019.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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 Item 6. Exhibits

Exhibit Number		Filed with this Form 10-Q	Incorporated by Reference
	Exhibit Title		Form	File No.	Date Filed
3.1	Restated Certificate of Incorporation of the Company.		10-Q	001-9278	10/21/2015
3.2	Amended and Restated Bylaws of the Company.		8-K	001-9278	12/14/2015
4.1P	Form of Trust Indenture between the Company and Fleet National Bank.		S-3	333-16785	11/26/1996
4.2	First Supplemental Indenture, dated as of August 18, 2006, among the Company, U.S. Bank National Association (as successor to State Street Bank and Trust Company, as successor to Fleet National Bank) and The Bank of New York Mellon Trust Company, N.A.		8-K	001-9278	8/18/2006
4.3	Second Supplemental Indenture, dated as of December 9, 2010, among the Company, U.S. Bank National Association (as successor to State Street Bank and Trust Company, as successor to Fleet National Bank) and The Bank of New York Mellon Trust Company, N.A.		8-K	001-9278	12/10/2010
4.4	Third Supplemental Indenture, dated as of November 20, 2012, among the Company, U.S. Bank National Association (as successor to State Street Bank and Trust Company, as successor to Fleet National Bank) and The Bank of New York Mellon Trust Company, N.A.		8-K	001-9278	11/20/2012
4.5	Form of 3.500% Notes due 2024.		8-K	001-9278	11/16/2017
4.6	Form of 3.750% Notes due 2027.		8-K	001-9278	11/16/2017
10.1	Carlisle LLC Amended and Restated Supplemental Pension Plan, effective January 1, 2019.	X
10.2	Carlisle Companies Incorporated Amended and Restated Incentive Compensation Program, effective January 1, 2019.	X
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).	X
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).	X
32.1	Section 1350 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
101.INS	The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.	X
101.SCH	XBRL Taxonomy Extension Schema Document	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	X

^P Indicates paper filing.

32

Signature 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CARLISLE COMPANIES INCORPORATED
Date:	April 25, 2019	By:	/s/ Robert M. Roche
			Robert M. Roche
			Vice President and Chief Financial Officer

33

EX-10.1

Exhibit 10.1

Carlisle, LLC

Supplemental Pension Plan

(as amended and restated effective January 1, 2019)

Table of Contents

ARTICLE 1 ESTABLISHMENT AND RESTATEMENT OF THE PLAN	1
1.1 Restatement of the Plan	1
1.2 Purpose	1
1.3 Application of the Plan	2
ARTICLE 2 DEFINITIONS AND CONSTRUCTION	2
2.1 Definitions	2
2.2 Gender and Number	3
2.3 Severability	3
2.4 Applicable Law	3
ARTICLE 3 PARTICIPATION	3
3.1 Eligibility	3
3.2 Participation	4
ARTICLE 4 BENEFITS	4
4.1 Eligibility for Benefits	4
4.2 Amount of Benefits	4
4.3 Form of Payment and Commencement Date	5
4.4 Forfeiture for Gross Misconduct	6
4.5 Preretirement Death Benefits	6
4.6 Post-Retirement Death Benefits	6
4.7 Reemployment	6
ARTICLE 5 ADMINISTRATION AND GENERAL PROVISIONS	6
5.1 Administration	6
5.2 Claims and Appeals Procedures	7
5.3 Funding of the Plan	7
5.4 Payment of Expenses	7
5.5 Indemnity for Liability	7
5.6 Incompetence	8
5.7 Nonalienation	8
5.8 Employer-Employee Relationship	8
5.9 Effect on Other Benefit Plans	8
5.10 Tax Liability	8
ARTICLE 6 CHANGE IN BUSINESS FORM, AMENDMENT, AND TERMINATION	8
6.1 Change of Business Form	8
6.2 Amendment and Termination	9

Appendix A Supplemental Retirement Benefits

ARTICLE 1

ESTABLISHMENT AND RESTATEMENT OF THE PLAN

1.1Restatement of the Plan

Carlisle, LLC (formerly Carlisle Corporation) maintains the Carlisle, LLC Supplemental Pension Plan (formerly the Carlisle Corporation Supplemental Pension Plan, the “Plan”) to provide supplemental retirement benefits to a select group of management employees of the Company and its affiliates, including the Company’s parent corporation, Carlisle Companies, Incorporated (“Carlisle”). The Plan was amended and restated effective as of December 12, 2011 to reflect an employment letter agreement dated June 5, 2007 Carlisle entered into with David A. Roberts (the “Employment Letter”) pursuant to which Carlisle agreed to cause the Plan to be amended to provide Mr. Roberts with increased supplemental retirement benefits. The Plan was subsequently amended by instruments dated February 1, 2014, March 20, 2017 and January 1, 2019. Carlisle desires to amend and restate the Plan to incorporate these prior amendments and to meet current needs. This instrument sets forth the terms and provisions of the amended and restated Plan.

1.2Purpose

The purpose of the Plan is to provide retirement or survivor’s benefits under the circumstances described in (a), (b), (c) and (d) below.

a.Effective as of February 9, 1988, to provide to the Employee or his survivor(s) eligible to receive payments under the Retirement Plan for Employees of Carlisle, LLC (formerly known as the Retirement Plan for Employees of Carlisle Corporation, the “Retirement Plan”) that portion of such person’s benefit which is not payable under the Retirement Plan due to the maximum annual benefits limitation under Code section 415. The Plan was initially intended to provide solely for benefits for certain employees in excess of the limitations imposed by section 415 of the Internal Revenue Code of 1986 (“Code”), within the meaning of section 3(36) of the Employee Retirement Income Security Act of 1974 (the “Act”) but was subsequently amended as provided in this Section 1.2.

b.Effective as of January 1, 1994, to provide to the Employee or his survivor(s) eligible to receive payments under the Retirement Plan that portion of such person’s benefit that is not payable under the Retirement Plan due to the compensation limitation under Code section 401(a)(17) or the nondiscrimination rules under Code section 401(a)(4).

c.Effective as of February 1, 1994, to provide to the Employee or his survivor(s) a supplemental retirement benefit to those persons listed in and for the amounts specified in Appendix A attached to and made a part of the Plan. To the extent benefits are payable under this subsection and under subsection (b) above, the Plan is intended to provide unfunded deferred compensation benefits for a select group of management or highly compensated employees within the meaning of section 201(2) of the Act.

d.Effective as of January 1, 2017, to provide to the Employee or his survivor(s) a supplemental retirement benefit equal to the benefit that would have been payable to the Employee from the Retirement Plan had the Retirement Plan not been frozen to new participants as of the Employee’s hire date, plus the benefit determined under the provisions of Section 1.2(a) and 1.2(b) of this Plan had the Employee been eligible to receive payments under the Retirement Plan.

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1.3Application of the Plan

The terms of this Plan are applicable only to eligible Employees who are in the active employ of the Employer on or after the Effective Date. Benefits for Participants in the Plan who retired or whose employment terminated prior to the Effective Date shall be as provided under the Plan as in effect at the time of such retirement or termination.

ARTICLE 2

DEFINITIONS AND CONSTRUCTION

2.1Definitions

Whenever used in the Plan, the following terms shall have the meaning set forth below unless the context clearly indicates otherwise.

a.“Act” means the Employee Retirement Income Security Act of 1974, as now in effect or hereafter amended.

b.“Affiliate” means the Company and any other corporation or other entity which together with the Company is a member of a “controlled group of corporations” or under common control as defined in Code section 414(b) or (c).+

c.“Benefit Commencement Date” means the date as of which a Participant’s retirement benefit is to commence under the Plan.

d.“Board of Directors” means the Board of Directors of the Company.

e.“Code” means the Internal Revenue Code of 1986, as now in effect or hereafter amended.

f.“Committee” means the Carlisle, LLC Pension and Insurance Committee appointed by the Board of Directors of the Company.

g.“Company” means Carlisle, LLC, and any organization that is a successor thereto.

h.“Effective Date” of the amended and restated Plan means January 1, 2019. The Plan was originally adopted and established by the Company effective as of February 9, 1988.

i.“Employee” means any employee of the Company or other Employer.

j.“Employer” means the Company and any Affiliate of the Company which is a party to a Retirement Plan.

k.“Participant” means an Employee who has satisfied the conditions of sections 3.1 and 3.2.

l.“Plan” means the Carlisle, LLC Supplemental Pension Plan as provided herein and as subsequently amended from time to time.

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m.“Retirement Plan” means (1) the Retirement Plan for Employees of Carlisle, LLC and (2) any other defined benefit pension plan maintained by the Employer which is designated by the Committee as a Retirement Plan, under which plan retirement benefits may be limited under Code section 415, 401(a)(4), or 401(a)(17).

n.“Specified Employee” means an Employee who, as of the date of the Employee’s separation from service with the Employer, is a “key employee” of the Employer. An Employee shall be a “key employee” for this purpose during the twelve (12) month period beginning April 1 each year if the Employee met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the twelve (12) month period ending on the immediately preceding December 31. For purposes of this Plan, the term “separation from service” shall be defined as provided in Code Section 409A and applicable regulations.

2.2Gender and Number

Except when otherwise indicated by the context, any masculine terminology herein shall include the feminine, and the definition of any term herein in the singular shall also include the plural.

2.3Severability

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, and the Company shall have the privilege and opportunity to correct and remedy such questions of illegality or invalidity by amendment as provided in the Plan.

2.4Applicable Law

The Plan shall be governed, construed, and administered in accordance with the laws of the State of Delaware.

ARTICLE 3

PARTICIPATION

3.1Eligibility

An Employee described in section 1.2(a) or (b) above who is entitled to retirement benefits pursuant to a Retirement Plan will be eligible to participate under this Plan provided that:

a.the Employee’s participation in the Plan has been approved by the Committee; and

b.payments that would otherwise have been made to the Employee under the Retirement Plan have been reduced by the limitation on such payments set forth in the Retirement Plan, as required by Code section 415, 401(a)(4), or 401(a)(17).

An Employee described in section 1.2(c) above shall be eligible for participation under this Plan as of the date determined by the Committee and specified in Appendix A to the Plan.

An Employee described in section 1.2(d) above shall be eligible for participation under this Plan as of the date determined by the Committee.

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3.2Participation

A person who is eligible for retirement or survivor benefits as described in section 3.1 shall become a Participant in the Plan as of the first day of the calendar year in which such person meets the eligibility conditions in section 3.1 above.

The Committee may provide for the discontinuation of future benefit accruals for any Participant at any time, provided that such a Participant shall retain the right to receive benefits accrued prior to such discontinuation as provided herein

ARTICLE 4

BENEFITS

4.1Eligibility for Benefits

a.Supplemental Normal Pension. A Participant who retires after he attains his normal retirement age under the Retirement Plan (i.e., age 65 and at least five years of vesting service under the Retirement Plan for Employees of Carlisle, LLC) shall be eligible to receive a supplemental normal pension under the Plan.

b.Supplemental Early Pension. A Participant who retires after he attains his early retirement age under the Retirement Plan (i.e., age 55 and at least ten years of vesting service as defined in the Retirement Plan) shall be eligible to receive a supplemental early pension under the Plan. In addition, a Participant who (i) had not attained age 55 on or prior to November 2, 2017 or (ii) commenced participation in the Plan after November 2, 2017 shall be eligible to receive a supplemental early pension under the Plan if the Participant retires after he has completed at least ten years of vesting service as defined in the Retirement Plan.

c.Supplemental Disability Pension. A Participant whose employment terminates due to total and permanent disability as defined in the Retirement Plan shall be eligible to receive a supplemental disability pension under the Plan.

The Employers do not intend to provide for a vested retirement benefit under the Plan.

4.2Amount of Benefits

a.General. The monthly supplemental pension benefit payable to a Participant at or after age 65 in the form a single life annuity shall be equal to --

i.in the case of a benefit described in section 1.2(a), (b) or (d), the difference between (A) and (B) where --

A.is the amount of the monthly normal or disability retirement benefit that would have been payable under the Retirement Plan if the limitations in Code sections 415, 401(a)(4), and 401(a)(17) were not applied; and

B.is the amount of the monthly normal or disability retirement benefit payable under the Retirement Plan; or

i.in the case of a benefit described in section 1.2(c), the amount specified in Appendix A of the Plan.

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For purposes of determining the monthly supplemental pension benefit payable to a Participant as described in Section 1.2(d), the amount of the monthly normal or disability retirement benefit payable under the Retirement Plan for purposes of Section 4.2(a)(i)(B) shall be zero.

b.Payments at Other Times and in Other Forms. If a supplemental pension payable under the Plan becomes payable at a time other than age 65 or becomes payable in a form of payment other than a single life annuity, the amount of the supplemental pension payable under the Plan shall be computed using the same actuarial factors and assumptions, including early commencement factors for a supplemental early pension, used to compute the benefit payable under the Retirement Plan.

c.Discontinued Benefit Accruals. The supplemental pension payable to an eligible Participant under 4.1 with respect to whom benefit accruals were discontinued under 3.2 prior to the Participant’s retirement or termination of employment due to total permanent disability shall be determined based on the amount determined under (a)(1)(A) as of the date of discontinuation of benefit accruals, and the amount determined under (a)(1)(B) as of the date of retirement or termination due to total permanent disability.

4.3Form of Payment and Commencement Date

a.Normal Form. The normal form of payment of a supplemental pension benefit under the Plan shall be

i.a single life annuity for an unmarried Participant, payable monthly as of the first day of the month and commencing at the time specified in subsection (c) below; or

ii.for a married Participant, the automatic post-retirement (joint and survivor) surviving spouse benefit under the Retirement Plan.

b.Optional Forms. Upon an irrevocable written election filed with the Committee at least 90 days prior to the Participant’s retirement date, the benefit to which the Participant is entitled under subsection (a) above shall be payable under one of the post-retirement optional forms of payment that are provided under the Retirement Plan. Such form need not be the same form of payment as selected by the Participant under the Retirement Plan. Any of these forms of monthly or lump sum payment shall have an actuarial value that is equivalent to the normal form of benefit, determined in accordance with the actuarial factors used to determine such forms under the Retirement Plan.

Notwithstanding the foregoing, on and after January 1, 2000 benefits under this Plan shall not be payable in the form of a lump sum payment.

c.Commencement Date. Supplemental pension benefits payable under section 4.2 shall commence as of the first day of the month coinciding with or immediately following the date of the Participant’s separation from service; provided, however, if a Participant is a Specified Employee as of the date of the Participant’s separation from service, the benefits that would otherwise be payable during the six (6) month period commencing on the date of the Participant’s separation from service (for reasons other than the Participant’s death ) shall be accumulated and the Participant’s right to receive payment of such accumulated amount will be delayed until the first day of the seventh month following the Participant’s separation from service and paid on such date, without interest, and the normal payment schedule for the remaining benefits will commence at that time.

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4.4Forfeiture for Gross Misconduct

Notwithstanding this Article 4, any supplemental pension which a Participant is receiving, or for which he may be eligible, under section 4.2 shall be forfeited, and a Participant or the Participant’s beneficiary shall have no right to such benefit, if the Committee or the Company determines that the Participant has engaged in “gross misconduct,” for example, if he -

a.has engaged in competition with the Employer or an Affiliate of the Employer or has gone to work for a competitor;

b.has revealed trade secrets, or has otherwise engaged in a willful, deliberate, or gross act of commission or omission which is injurious to the finances or reputation of the Employer or its Affiliate;

c.has engaged in conduct determined to be a conflict of interest contrary to the interests of the Employer or its Employees; or

d.has committed gross malfeasance or gross misfeasance in connection with his rendering of service to the Employer.

4.5Preretirement Death Benefits

A preretirement death benefit shall be payable under this section to a surviving spouse or other beneficiary of a Participant who is an active Employee if a preretirement death benefit payable to such person under the Retirement Plan is affected by the limitations in Code section 415, 401(a)(4), or 401(a)(17) or related limitations. Such preretirement death benefit shall be computed on the same basis as supplemental pension payments are determined under section 4.2 and shall be paid in the same forms as are available under the Retirement Plan. Preretirement death benefits shall be forfeitable in the same manner as retirement benefits in accordance with the provisions of section 4.4.

Notwithstanding the foregoing, on and after January 1, 2000 preretirement death benefits under the Plan shall not be payable in the form of a lump sum payment.

4.6Post-Retirement Death Benefits

The only post-retirement death benefits under the Plan shall be under the optional forms of payment described in section 4.3(b).

4.7Reemployment

Upon reemployment of a Participant after his Benefit Commencement Date, his supplemental pension benefits shall be suspended until his subsequent retirement.

ARTICLE 5

ADMINISTRATION AND GENERAL PROVISIONS

5.1Administration

The Committee shall have authority to interpret the Plan, to adopt and revise rules and regulations relating to the Plan, to determine the conditions subject to which any benefits are payable, to have exclusive authority and discretion to construe any uncertain or disputed term or provision of the Plan, and to make any other determinations which it believes necessary or advisable for the administration of the Plan, including altering or amending the Plan from time to time, so long as no

6

alternation or amendment alters, impairs, or reduces the accrued benefits of any Participant under the Plan prior to the effective date of such alteration or amendment unless the alteration is made as a result of a Participant’s gross misconduct. All determinations and interpretations by the Committee shall be made by majority vote and shall be final and binding on any Participant claiming benefits under the Plan and shall be given deference in all courts of law to the extent allowed by applicable law.

5.2Claims and Appeals Procedures

All claims for benefits under the Plan shall be in writing and submitted to the Committee as administrator. If the Committee denies a claim in whole or in part, it shall notify the Participant of its determination in writing within 90 days of receiving the claim. The written determination shall include the reasons for the Committee’s decision in laymen’s terms, specific references to pertinent Plan provisions, a description of any information or material necessary to perfect the claim, and a description of the review procedures set forth below. The period for making the determination may be extended for up to an additional 90 days, if necessary, provided the Committee notifies the Participant of the extension within the initial 90-day period.

The Participant may request a review of a complete or partial denial of a claim. The request must be made in writing within 60 days after the Participant receives the denial and should be submitted to the Committee. The request should be accompanied by documents or records in support of the Participant’s appeal.

If the Committee still believes that the Participant is not entitled to the benefits claimed, it shall afford the Participant or the Participant’s representative a reasonable opportunity to appear personally, submit issues and comments in writing, and review pertinent documents. The Committee shall render its final decision, with specific reasons in writing, and send the decision to the Participant in writing within 60 days of the request for review. If necessary, the period for making the decision shall be extended for up to an additional 60 days, provided the Committee notifies the Participant of the extension within the initial 60-day period. The decision upon review shall be final.

5.3Funding of the Plan

Benefits under the Plan shall be paid out of the general assets of the Employer. Benefits payable under the Plan shall be reflected on the accounting records of the Employer but shall not be construed to create or require the creation of a trust, custodial, or escrow account. No Employee or Participant shall have any right, title, or interest whatever in or to any investment reserves, accounts, or funds that the Employer may purchase, establish, or accumulate to aid in providing benefits under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create a trust or fiduciary relationship of any kind between the Employer and an Employee or any other person. Neither a Participant nor survivor or beneficiary of an Employee shall acquire any interest greater than that of an unsecured creditor.

5.4Payment of Expenses

The expenses of administering the Plan shall be paid by the Company.

5.5Indemnity for Liability

The Company shall indemnify each member of the Committee, and each other person acting at the direction of the Committee, against any and all claims, losses, damages, expenses, including counsel fees, incurred by such persons and any liability, including any amounts paid in settlement with the Committee’s approval, arising from such person’s action or failure to act, except when the same is judicially determined to be attributable to the gross negligence or willful misconduct of such person.

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5.6Incompetence

Every person receiving or claiming benefits under the Plan shall be conclusively presumed to be mentally competent until the date on which the Committee receives a written notice, in a form and manner acceptable to the Committee, that such person is incompetent, and that a guardian, conservator, or other person legally vested with the care of his person or estate has been appointed; provided, however, that if the Committee shall find that any person to whom a benefit is payable under the Plan is unable to care for his affairs because of incompetency, any payment due (unless a prior claim therefor shall have been made by a duly appointed legal representative) may be paid as provided in the Retirement Plan. Any such payment so made shall be a complete discharge of liability therefor under the Plan.

5.7Nonalienation

No benefit payable at any time under the Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment, garnishment, or encumbrance of any kind, and shall not be subject to or reached by any legal or equitable process (including execution, garnishment, attachment, pledge, or bankruptcy) in satisfaction of any debt, liability, or obligation, prior to receipt. Any attempt to alienate, sell, transfer, assign, pledge, or otherwise encumber any such benefit, whether presently or thereafter payable, shall be void.

5.8Employer-Employee Relationship

The establishment of this Plans hall not be construed as conferring any legal or other rights upon any Employee or any person for a continuation of employment, nor shall it interfere with the rights of the Employer to discharge any Employee or otherwise act with relation to him. The Employer may take any action (including discharge) with respect to any Employee or other person and may treat such person without regard to the effect which such action or treatment might have upon him as a Participant of this Plan.

5.9Effect on Other Benefit Plans

Amounts credited or paid under this Plan shall not be considered to be compensation for the purposes of the Retirement Plan or any other plans maintained by the Employer. The treatment of such amounts under other employee benefit plans shall be determined pursuant to the provisions of such plans.

5.10Tax Liability

The Employer may withhold from any payment of benefits hereunder any taxes required to be withheld and such sum as the Employer may reasonably estimate to be necessary to cover any taxes for which the Employee may be liable and which may be assessed with regard to such payment.

ARTICLE 6

CHANGE IN BUSINESS FORM, AMENDMENT, AND TERMINATION

6.1Change of Business Form

The Company will not merge or consolidate with any other corporation or organization, or permit its business activities to be taken over by any other organization, unless and until the succeeding or continuing corporation or other organization agrees to assume the rights and obligations of the Company herein set forth. The Company further agrees that it will not cease its business activities or terminate its existence, other than as heretofore set forth in this Article, without having made adequate provisions for the fulfilling of its obligations hereunder.

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6.2Amendment and Termination

The Company reserves the right to change or discontinue this Plan by action of the Board of Directors in its discretion; provided, however, that in the case of any person to whom benefits under this Plan had accrued upon termination of employment prior to such Board of Directors action, or in the case of any Employee who would have been entitled to benefits under this Plan had the Employee’s employment ceased prior to such change or discontinuance, except as otherwise provided in section 4.4, the benefits such person had accrued under this Plan prior to such change or discontinuance shall not be adversely affected thereby.

The Company intends for the Plan to comply with Code Section 409A. In the event that the Company reasonably determines that any Plan provision or procedure does not comply with Code Section 409A, the Company shall adopt such Plan amendments or adopt other policies or procedures that will bring the Plan and its administration into compliance with Code Section 409A; provided that any such Plan amendment, policy or procedure shall not reduce any Participant’s or beneficiary’s benefit or rights under the Plan.

9

Appendix A

SUPPLEMENTAL RETIREMENT BENEFITS

This Appendix A is a part of and incorporated into the Plan and contains special rules applicable only to the Participants described herein. If any provision of this Appendix A conflicts with any other provision of the Plan with respect to Participants, the provisions of this Appendix A shall govern.

A.1Other Top Hat Benefits

This paragraph covers --

a.a window supplemental early benefit; and

b.a supplemental pension benefit

to make up a participant’s accrued pension with a previous employer that was forfeited for lack of vesting when he accepted employment with Carlisle, LLC (formerly Carlisle Corporation).

Name	Social Security Number	Monthly Supplemental Payment
Myers, Malcolm	XXX-XX-3395	$500.00

A.2David A. Roberts

Mr. Roberts shall be entitled to receive a supplemental retirement benefit under the Plan in accordance with the following paragraphs:

a.Amount of Benefit. The monthly amount of the supplemental retirement benefit payable to Mr. Roberts, expressed as a life annuity commencing as of the first day of the month coinciding with or immediately following the date of Mr. Roberts’ separation from service, shall be $42,750.

b.Vesting. Mr. Roberts shall be fully (100%) vested in the supplemental retirement benefit.

c.Benefit Commencement Date. Payment of the benefit shall commence as of the first day of the calendar month coinciding with or next following Mr. Roberts’ separation from service with Employer; provided, however, the monthly benefits that would otherwise be payable during the six (6) month period commencing as of the date of Mr. Roberts’ separation from service (for reasons other than his death) shall be accumulated and Mr. Roberts’ right to receive payment of such accumulated amount will be delayed until the first day of the seventh month following his separation from service and paid on such date, without interest, and the normal payment schedule for the remaining benefits will commence at that time.

d.Method of Payment. Mr. Roberts shall be entitled to elect, at any time prior to the date payment commences, to receive the benefit in accordance with one of the following methods of payment:

Option 1 (Single Life Level Annuity): a retirement income payable to Mr. Roberts during his lifetime.

i

Option 2 (Contingent Life Annuity): a reduced retirement income payable to Mr. Roberts during his lifetime and all (100%), three-fourths (75%), two-thirds (66 2/3%) or one-half (50%) of such reduced retirement benefit payable after his death to another person designated by Mr. Roberts, called the “contingent annuitant,” during the lifetime of the contingent annuitants, if such contingent annuitant survives him.

Option 3 (Life and Ten Years Certain Annuity): a reduced retirement income payable to Mr. Roberts during his lifetime, with the provision that if his death occurs before he has received 120 monthly payments, such payments will continue to his designated beneficiary until a total of 120 monthly payments have been made to Mr. Roberts and his beneficiary; or, if such beneficiary shall die prior to receiving his full number of payments, the discounted value of the remaining monthly payments will be paid in a lump sum to the beneficiary’s estate.

The monthly amount payable under Option 2 of 3 above shall have a value that is equivalent to the monthly retirement benefit under Option 1, based on the same actuarial factors and assumptions used to compute actuarially equivalent benefits payable under the Retirement Plan. In the event Mr. Roberts fails to elect a method of payment, the Retirement Benefit shall be paid in accordance with Option 1 above.

e.Death Benefit. In the event Mr. Roberts dies prior to commencement of his retirement benefit under the Plan and he was married at the time of his death, Mr. Roberts’ surviving spouse shall be entitled to receive a death benefit equal to the survivor benefit that would have been payable to his surviving spouse if immediately prior to his death he commenced receiving the benefit under Option 2 above with his surviving spouse as the 50% contingent annuitant and then died.

ii

EX-10.2

Exhibit 10.2

CARLISLE COMPANIES INCORPORATED

INCENTIVE COMPENSATION PROGRAM

As amended and restated effective January 1, 2019

CARLISLE COMPANIES INCORPORATED

INCENTIVE COMPENSATION PROGRAM

As amended and restated effective January 1, 2019

Table of Contents

1.	Definitions	1
	Affiliate	1
	Applicable Laws	1
	Appreciation Right	1
	Associate	1
	Base Price	1
	Beneficial Owner	1
	Board	1
	Change of Control	1
	Cause	1
	Code	1
	Committee	2
	Common Shares	2
	Company	2
	Date of Grant	2
	Director	2
	Disability	2
	Effective Date	2
	Evidence of Award	2
	Exchange Act	2
	Good Reason	2
	Group	2
	Incentive Award	2
	Incentive Stock Options	3
	Management Objectives	3
	Market Value per Share	3
	Option Price	3
	Option Right	3
	Other Award	3
	Participant	3
	Performance Period	3
	Performance Share	3
	Performance Unit	3
	Person	3
	Plan	3

Table of Contents (cont.)

	Restricted Share	4
	Restricted Share Unit	4
	Retirement	4
	Spread	4
	Subsidiary	4
2.	Shares Available Under the Plan	4
3.	Option Rights	5
4.	Restricted Shares and Restricted Share Units	6
5.	Appreciation Rights	7
6.	Performance Units and Performance Shares	7
7.	Incentive Awards	8
8.	Other Awards	8
9.	Transferability	9
10.	Adjustments	9
11.	Share Certificates	10
12.	Fractional Shares	10
13.	Withholding Taxes	10
14.	International Employees	10
15.	Administration of the Plan	10
16.	Amendments and Other Matters	11
17.	Recoupment of Awards	13
18.	Compliance with Code Section 409A	14
19.	Termination	14
20.	Severability	14
21.	Headings	14
22.	Applicable Laws	14
23.	Limited Effect on Restatement	14

CARLISLE COMPANIES INCORPORATED

INCENTIVE COMPENSATION PROGRAM

As amended and restated effective January 1, 2019

1.Definitions. Capitalized terms used herein shall have the meanings assigned to such terms in this Section 1.

“Affiliate” has the meaning given such term under Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

“Applicable Laws”” means the requirements relating to the administration of non-equity and equity-based incentive compensation plans under U.S. state laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Shares are listed or quoted and the applicable laws of any other country or jurisdiction where awards are granted under the Plan.

“Appreciation Right” means a right granted pursuant to Section 5 of this Plan.

“Associate” has the meaning given such term under Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

“Base Price” means the price to be used as the basis for determining the Spread upon the exercise of an Appreciation Right.

“Beneficial Owner” has the meaning given such term under Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

“Board” means the Board of Directors of the Company.

“Change of Control” shall occur in the event: (i) any Person shall become directly or indirectly the Beneficial Owner of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company’s then outstanding securities for the election of directors or (ii) as the result of any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, the persons who were directors of the Company before the transaction shall cease to constitute a majority of the members of the Board or the board of directors of any successor to the Company.

“Cause” shall have the meaning ascribed to it in any agreement to which a Participant and the Company are parties, and if the Participant and the Company are not parties to an agreement in which “cause” is defined, the term “Cause” means (i) the conviction of or plea of no contest by the Participant to a felony or to a misdemeanor where active imprisonment is imposed, (ii) the deliberate neglect of, willful misconduct in the performance of, or continued failure to substantially perform, the Participant’s material duties as an employee of the Company; (iii) the Participant’s deliberate and material violation of any Company policy; or (iv) the Participant’s deliberate breach of fiduciary duties owed to the Company; provided, that the Company provides written notice to the Participant of the occurrence of any circumstance or event described in clauses (ii), (iii), or (iv), and the Participant has failed to remedy such circumstance or event within thirty (30) days following the Participant’s receipt of such notice.

“Code” means the Internal Revenue Code of 1986, as amended.

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“Committee” means the Compensation Committee of the Board or such other committee described in Section 15 of the Plan.

“Common Shares” means the common stock, par value of one dollar ($1.00), of the Company or any security into which such Common Shares may be changed by reason of any transaction or event of the type referred to in Section 10 of this Plan.

“Company” means Carlisle Companies Incorporated, a Delaware corporation, and any successor thereto.

“Date of Grant” means the date specified by the Committee on which a grant of Option Rights, Appreciation Rights, Performance Units, Performance Shares or Incentive Awards or a grant or sale of Restricted Shares shall become effective.

“Director” means a member of the Board of Directors of the Company.

“Disability” means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. No Participant shall be considered to have a Disability unless he or she furnishes proof of the existence thereof in such form and manner, and at such times, as the Committee may require.

“Effective Date” means January 1, 2019,

“Evidence of Award” means an agreement, certificate, resolution or other type or form of writing which sets forth the terms and conditions of the Option Rights, Appreciation Rights, Performance Units, Performance Shares, Restricted Shares, Restricted Share Units or Incentive Awards. An Evidence of Award may be in an electronic medium, may be limited to a notation on the books and records of the Company and need not be signed by a representative of the Company or a Participant.

“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.

“Good Reason” shall have the meaning ascribed to it in any agreement to which a Participant and the Company are parties, and if the Participant and the Company are not parties to an agreement in which “good reason” is defined, the term “Good Reason” means (i) a material adverse change in the Participant’s title, duties or responsibilities (including reporting responsibilities); (ii) a material reduction by the Company in the Participant’s annual base salary; (iii) a material change in the incentive compensation plans of the Company that results in a material impairment of the Participant’s opportunity to earn incentive compensation; (iv) a change of more than fifty (50) miles in the geographic location in which the Participant must perform services for the Company; or (v) the failure of the Company to pay the Participant any material compensation when due.

“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).

“Incentive Award” shall mean a cash award to a Participant pursuant to Section 7 of this Plan.

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“Incentive Stock Options” means Option Rights that are intended to qualify as “incentive stock options” under Section 422 of the Code or any successor provision.

“Management Objectives” means the measurable performance objective or objectives established pursuant to this Plan for Participants who have received grants of Performance Units or Performance Shares, Incentive Awards or, when so determined by the Committee, Option Rights, Appreciation Rights, Restricted Shares and Restricted Share Units pursuant to this Plan. Management Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or of the Subsidiary, division, department, region or function within the Company or Subsidiary in which the Participant is employed. The Management Objectives may be made relative to the performance of other corporations. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances (including those events and circumstances described in Section 10 of this Plan) render the Management Objectives unsuitable, the Committee may in its discretion modify such Management Objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable.

“Market Value per Share” means, as of any particular date, (i) the closing sale price per Common Share as reported on the New York Stock Exchange, the NASDAQ Global Select Market or such other exchange on which Common Shares are then trading, if any, or if there are no sales on such day, on the next preceding trading day during which a sale occurred, or (ii) if clause (i) does not apply, the fair market value of the Common Shares as determined by the Committee.

“Option Price” means the purchase price payable on exercise of an Option Right.

“Option Right” means the right to purchase Common Shares from the Company upon the exercise of an option granted pursuant to Section 3 of this Plan.

“Other Award” means an award to a Participant pursuant to Section 8 of this Plan.

“Participant” means any director, officer, employee or consultant of the Company or its Affiliates who is selected by the Committee to receive an award under the Plan.

“Performance Period” means, in respect of a Performance Unit, Performance Share Incentive Award or Other Award, a period of time established pursuant to Section 6, 7 or 8 of this Plan within which any Management Objectives relating to such Performance Share, Performance Unit, Incentive Award or Other Award are to be achieved.

“Performance Share” means a bookkeeping entry that records the equivalent of one Common Share awarded pursuant to Section 6 of this Plan.

“Performance Unit” means a bookkeeping entry that records the equivalent of one Common Share awarded pursuant to Section 6 of this Plan.

“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.

“Plan” means this Carlisle Companies Incorporated Incentive Compensation Program, as amended from time to time. Prior to the Effective Date, the Plan was known as the Carlisle Companies Incorporated Executive Incentive Program.

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“Restricted Share” means a Common Share granted or sold pursuant to Section 4 of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers referred to in such Section 4 has expired.

“Restricted Share Unit” means a bookkeeping entry that records the equivalent of one Common Share awarded pursuant to Section 4.

“Retirement” means retirement at or after attaining age 65.

“Spread” means the excess of the Market Value per Share on the date when an Appreciation Right is exercised over the Base Price provided for in the Appreciation Right.

“Subsidiary” means a corporation, company or other entity which is designated by the Committee and in which the Company has a direct or indirect ownership or other equity interest, provided, however, that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which at the time the Company owns or controls, directly or indirectly, more than 50 percent of the total combined voting power represented by all classes of stock issued by such corporation.

2.Shares Available Under the Plan.

(a)Subject to adjustment as provided in Sections 2(c) and 10 of this Plan, the number of Common Shares that may be issued or transferred from and after the Effective Date (i) upon the exercise of Option Rights or Appreciation Rights, (ii) as Restricted Shares and released from substantial risks of forfeiture thereof, (iii) in payment of Performance Units or Performance Shares that have been earned, (iv) in payment of awards granted under Section 8 of the Plan or (v) in payment of dividend equivalents paid with respect to awards made under the Plan shall not exceed the sum of (A) the number of Common Shares which as of the Effective Date remained available for issuance under the Plan, and (B) any Common Shares subject to awards outstanding under the Plan as of the Effective Date which, on or after the Effective Date, are forfeited or otherwise terminate or expire for any reason without the issuance of Common Shares to the holder thereof. Such Common Shares may be shares of original issuance, treasury shares or a combination of the foregoing.

(b)Subject to adjustment as provided in Sections 2(c) and 10 of this Plan, the number of (i) Restricted Shares and Restricted Share Units awarded under Section 4 of this Plan, (ii) Performance Shares and Performance Units that may be granted and paid out under Section 6 of this Plan, and (iii) Common Shares awarded under Section 8 of this Plan shall not exceed the sum of (A) the number of Common Shares which as of the Effective Date remained available for issuance under the Plan in payment of such awards, and (B) any Common Shares subject to such awards outstanding under the Plan as of the Effective Date which, on or after the Effective Date, are forfeited or otherwise terminate or expire for any reason without the issuance of Common Shares to the holder thereof.

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(c)The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments in the number of Common Shares available in Sections 2(a) and (b) above or otherwise specified in the Plan or in any award granted hereunder if the number of Common Shares actually delivered differs from the number of Common Shares previously counted in connection with an award, provided such counting procedures comply with the requirements of this Section 2(c). Common Shares subject to an award (whether granted under the Plan before or after the Effective Date) that is canceled, expired, forfeited, settled in cash or is otherwise terminated without a delivery of Common Shares to the Participant will again be available for awards. Common Shares withheld in payment of the exercise price or taxes relating to an award (whether granted under the Plan before or after the Effective Date) and Common Shares surrendered in payment of any exercise price or taxes relating to an award (whether granted under the Plan before or after the Effective Date) shall be considered Common Shares delivered to the Participant and shall not be available for awards under the Plan. In addition, if the amount payable upon exercise of an Appreciation Right is paid in Common Shares, the total number of Common Shares subject to the Appreciation Right shall be considered Common Shares delivered to the Participant (regardless of the number of Common Shares actually paid to the Participant) and shall not be available for awards under the Plan. This Section 2(c) shall apply to the number of Common Shares reserved and available for Incentive Stock Options only to the extent consistent with applicable Treasury regulations relating to Incentive Stock Options under the Code.

3.Option Rights. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights to purchase Common Shares. Each such grant may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained in the following provisions:

(a)Each grant shall specify the number of Common Shares to which it pertains, subject to adjustments as provided in Section 10 of this Plan.

(b)Each grant shall specify an Option Price per share, which shall be equal to or greater than the Market Value per Share on the Date of Grant.

(c)Each grant shall specify whether the Option Price shall be payable (i) in cash or by check acceptable to the Company, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Participant, or (iii) by a combination of such methods of payment.

(d)To the extent permitted by Applicable Laws, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the Common Shares to which such exercise relates.

(e)Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised.

(f)Each grant shall specify the period or periods of continuous service by the Participant with the Company or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable.

(g)Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights.

(h)Option Rights granted under this Plan may be (i) Option Rights that are intended to qualify as Incentive Stock Options, (ii) Option Rights that are not intended to so qualify, or (iii) combinations of the foregoing.

(i)No Option Right shall be exercisable more than 10 years from the Date of Grant.

(j)Each grant of Option Rights shall be evidenced by an Evidence of Award which shall contain such terms and provisions, consistent with this Plan and applicable sections of the Code, as the Committee may approve.

(k)No Option Right may provide for the payment of dividend equivalents to the Participant.

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4.Restricted Shares and Restricted Share Units. The Committee may also authorize the grant or sale of Restricted Shares or Restricted Share Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained in the following provisions:

(a)Each such grant or sale of Restricted Shares shall constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to.

(b)Grants or sales of Restricted Share Units do not confer on the Participant any rights of a shareholder of the Company and such grant or sale thereof shall be credited to a bookkeeping account in the name of the Participant on the books and records of the Company.

(c)Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share at the Date of Grant.

(d)Except as otherwise provided in this Plan, each such grant or sale to Participants who are employees shall provide that the Restricted Shares or Restricted Share Units covered by such grant or sale shall be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period of not less than one year.

(e)Each such grant or sale shall provide that during the period for which any such substantial risk of forfeiture is to continue, (i) the transferability of the Restricted Shares shall be prohibited or restricted in the manner and to the extent prescribed by the Committee at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee) and (ii) the Restricted Share Units shall not be transferable except as provided in Section 9.

(f)Any grant of Restricted Shares or Restricted Share Units may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such shares. Each grant may specify in respect of such Management Objectives a minimum acceptable level of achievement and shall set forth a formula for determining the number of Restricted Shares or Restricted Share Units on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives.

(g)Each grant of Restricted Shares or Restricted Share Units shall specify the time of payment of Restricted Shares or Restricted Share Units that have become vested, which shall be paid by the Company to the Participant in Common Shares.

(h)Any such grant or sale of Restricted Shares or Restricted Share Units may require that any or all dividends or other distributions paid thereon or attributable thereto during the period of such restrictions be automatically deferred and reinvested in additional Restricted Shares or Restricted Share Units, which may be subject to the same restrictions as the underlying award.

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(i)Each grant or sale of Restricted Shares or Restricted Share Units shall be held in book entry form and evidenced by an Evidence of Award, which shall contain such terms and provisions, consistent with the Plan and applicable sections of the Code. Under the Evidence of Award, the Participant shall irrevocably appoint any officer of the Company as his or her attorney-in-fact to transfer the Restricted Shares to the Company in the event of a forfeiture of any such Restricted Shares.

5.Appreciation Rights. The Committee may authorize the granting to any Participant of Appreciation Rights. An Appreciation Right shall be a right of the Participant to receive from the Company an amount determined by the Committee, which shall be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise. Each grant of Appreciation Rights may utilize any or all of the authorizations, and shall be subject to all of the requirements, contained in the following provisions:

(a)Any grant may specify that the amount payable on exercise of an Appreciation Right may be paid by the Company in cash, in Common Shares or in any combination thereof as may be determined by the Committee.

(b)Any grant may specify that the amount payable on exercise of an Appreciation Right may not exceed a maximum specified by the Committee at the Date of Grant.

(c)Any grant may specify waiting periods before exercise and permissible exercise dates or periods.

(d)Each grant of an Appreciation Right shall be evidenced by an Evidence of Award, which shall describe such Appreciation Right, state that such Appreciation Right is subject to all the terms and conditions of this Plan, and contain such other terms and provisions, consistent with this Plan and applicable sections of the Code, as the Committee may approve.

(e)No Appreciation Right may provide for the payment of dividend equivalents to the Participant.

(f)Each grant shall specify a Base Price, which shall be equal to or greater than the Market Value per Share on the Date of Grant.

(g)Successive grants may be made to the same Participant regardless of whether any Appreciation Rights previously granted to the Participant remain unexercised.

(h)No Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant.

6.Performance Units and Performance Shares. The Committee may also authorize the granting to Participants of Performance Units or Performance Shares that will become payable (or payable early) to a Participant upon achievement of specified Management Objectives. Each such grant may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained in the following provisions:

(a)Each grant shall specify the number of Performance Units or Performance Shares to which it pertains, which number may be subject to adjustment to reflect changes in compensation or other factors.

(b)The Performance Period with respect to each Performance Unit or Performance Share shall be such period of time (not less than one year, except as otherwise provided in this Plan) commencing on the first day of the calendar year of the Date of Grant.

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(c)Any grant of Performance Units or Performance Shares shall specify Management Objectives which, if achieved, will result in payment or early payment of the award, and each grant may specify in respect of such specified Management Objectives a minimum acceptable level of achievement and shall set forth a formula for determining the number of Performance Units or Performance Shares that will be earned if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives.

(d)Each grant of Performance Units or Performance Shares shall specify the time of payment of Performance Units or Performance Shares that have been earned, which shall be paid by the Company to the Participant in Common Shares.

(e)Any grant of Performance Units or Performance Shares may specify that the amount payable or the number of Common Shares issued with respect thereto may not exceed maximums specified by the Committee at the Date of Grant.

(f)Each grant of Performance Units or Performance Shares shall be evidenced by an Evidence of Award, which shall contain such terms and provisions, consistent with this Plan and applicable sections of the Code, as the Committee may approve.

(g)The Committee may, at or after the Date of Grant of Performance Units or Performance Shares, provide for the payment of contingent dividends or dividend equivalents to the holder thereof either in cash or in additional Common Shares, provided such dividends or dividend equivalents shall be paid to the Participant only if the Performance Units or Performance Shares with respect to which such dividends or dividend equivalents are payable are earned by the Participant.

7.Incentive Awards. The Committee may authorize the granting to Participants of Incentive Awards that will become payable to a Participant upon achievement of specified Management Objectives. Each such grant may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained in the following provisions:

(a)The Performance Period with respect to each Incentive Award shall be such period of time specified by the Committee.

(b)Any grant of an Incentive Award shall specify Management Objectives which, if achieved, will result in payment of the award, and each grant may specify in respect of such specified Management Objectives a minimum acceptable level of achievement and shall set forth a formula for determining the amount of the Incentive Award that will be earned if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives.

(c)Each grant shall specify the time and manner of payment of the Incentive Award that has been earned. Any grant may specify that the amount payable with respect thereto may be paid by the Company to the Participant in cash, in Common Shares or in any combination thereof, as may be determined by the Committee.

(d)Any grant of an Incentive Award may specify that the amount payable or the number of Common Shares issued with respect thereto may not exceed maximums specified by the Committee.

8.Other Awards.

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(a)The Committee is authorized, subject to limitations under applicable law, to grant to any Participant Other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Shares or factors that may influence the value of Common Shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Common Shares, purchase rights for Common Shares, awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by the Committee, and awards valued by reference to the book value of Common Shares or the value of securities of, or the performance of specified Subsidiaries or affiliates or other business units of, the Company. The Committee shall determine the terms and conditions of such Other Awards. Common Shares delivered pursuant to an Other Award in the nature of a purchase right granted under this Section 8 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Common Shares, notes or other property, as the Committee shall determine.

(b)Cash awards may also be granted as an element of, or as a supplement to, any Other Award granted under this Plan.

9.Transferability.

(a)Except as otherwise determined by the Committee, no Option Right, Appreciation Right, Restricted Share, Restricted Share Unit, Performance Share, Performance Unit or other derivative security granted under the Plan shall be transferable by a Participant other than by will or the laws of descent and distribution. Except as otherwise determined by the Committee, Option Rights and Appreciation Rights shall be exercisable during the Participant’s lifetime only by him or her or by his or her guardian or legal representative.

(b)The Committee may specify at the Date of Grant that part or all of the Common Shares that are (i) to be issued or transferred by the Company upon the exercise of Option Rights or Appreciation Rights or upon payment under any grant of Performance Units or Performance Shares or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 4 of this Plan shall be subject to further restrictions on transfer.

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10.Adjustments. The Committee shall make or provide for such adjustments in the numbers of Common Shares covered by share-based awards outstanding hereunder, in the Option Price and Base Price provided in outstanding Option Rights or Appreciation Rights, and in the kind of shares covered thereby, as the Committee, in its sole discretion, exercised in good faith, shall determine is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets (including, without limitation, a special or large non-recurring dividend), issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing (a “Corporate Transaction”). Notwithstanding the foregoing, to the extent that a Corporate Transaction involves a nonreciprocal transaction between the Company and its shareholders that causes the per-share value of the Common Shares underlying outstanding awards under this Plan to change, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend (an “Equity Restructuring”), the Committee shall be required to make or provide for such adjustments set forth in the preceding sentence that, in its sole discretion, are required to equalize the value of the outstanding awards under this Plan before and after the Equity Restructuring. In the event of any Corporate Transaction, the Committee, in its discretion, may provide in substitution for any or all outstanding awards under this Plan such alternative consideration as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced. The Committee may also make or provide for such adjustments in the numbers of shares specified in Section 2 of this Plan as the Committee in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described in this Section 10; provided, however, that any such adjustment to an Option intended to qualify as an Incentive Stock Option shall be made only if and to the extent such adjustment would not cause such Option to fail to so qualify. Notwithstanding the foregoing, no adjustment shall be required pursuant to this Section 10 if such action would cause an award to fail to satisfy the conditions of any applicable exception from the requirements of Section 409A of the Code or otherwise could subject a Participant to the additional tax imposed under Section 409A of the Code with respect to an outstanding award.

11.Share Certificates. All certificates for Common Shares or other securities of the Company or any Affiliate delivered under the Plan pursuant to any award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Evidence of Award or the rules, regulations and other requirements of the Securities and Exchange Commission, the New York Stock Exchange or any other stock exchange or quotation system upon which such Common Shares or other securities are then listed or reported and any applicable federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any other provision of this Plan to the contrary, the Company may elect to satisfy any requirement under this Plan for the delivery of stock certificates through the use of book-entry.

12.Fractional Shares. The Company shall not be required to issue any fractional Common Shares pursuant to this Plan. The Company may provide for the elimination or rounding of fractions or for the settlement of fractions in cash.

13.Withholding Taxes. The Company shall have the right to deduct from any payment under this Plan an amount equal to the federal, state, local, foreign and other taxes which in the opinion of the Company are required to be withheld by it with respect to such payment and to the extent that the amounts available to the Company for such withholding are insufficient, it shall be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld. At the discretion of the Committee, such arrangements may include relinquishment of a portion of such benefit. In no event, however, shall the Company accept Common Shares for payment of taxes in excess of the maximum withholding tax rates, except that, in the discretion of the Committee, a Participant or such other person may surrender Common Shares owned for more than 6 months to satisfy any tax obligations resulting from any such transaction.

14.International Employees. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants who are nationals of a country other than the United States of America or who are employed by the Company or any Subsidiary outside of the United States of America as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Corporate Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, shall include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Company.

15.Administration of the Plan.

(a)This Plan shall be administered by the Compensation Committee of the Board (or a subcommittee thereof), which Committee shall consist of not less than two Directors appointed by the Board each of whom shall be a “non-employee director” as defined in Rule 16b-3 of the Exchange Act. A majority of the Committee shall constitute a quorum, and the action of the members of the Committee present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the Committee. The Board may perform any function of the Committee hereunder, in which case the term “Committee” shall refer to the Board.

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(b)The interpretation and construction by the Committee of any provision of this Plan or of any agreement, notification or document evidencing the grant of Option Rights, Appreciation Rights, Restricted Shares, Restricted Share Units, Performance Units, Performance Shares, Incentive Award or Other Awards granted under this Plan and any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document shall be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith.

(c)The Committee, in its discretion, may delegate to the Chief Executive Officer of the Company all or part of the Committee’s authority and duties with respect to grants and awards to individuals who at the time of grant are not persons subject to the reporting and other provisions of Section 16 of the Exchange Act. Any such delegation by the Committee shall include limitations on the amount or number of Common Shares that may be granted by the Chief Executive Officer and shall specify the purposes for which such grants may be made. Any such grants made pursuant to a delegation hereunder shall otherwise be governed by the terms and conditions of this Plan. The Committee may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Committee’s delegate or delegates that were consistent with the terms of the Plan.

(d)No member of the Board, the Committee or any employee of the Company or a Subsidiary (each such person, an “Indemnified Person”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any award hereunder. Each Indemnified Person shall be indemnified and held harmless by the Company against and from (a) any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnified Person in connection with or resulting from any action, suit or proceeding to which such Indemnified Person may be a party or in which such Indemnified Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Evidence of Award and (b) any and all amounts paid by such Indemnified Person, with the Company’s approval, in settlement thereof, or paid by such Indemnified Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnified Person, provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding, and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnified Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case not subject to further appeal, determines that the acts or omissions of such Indemnified Person giving rise to the indemnification claim resulted from such Indemnified Person’s bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s Certificate of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Indemnified Persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Indemnified Persons or hold them harmless.

16.Amendments and Other Matters.

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(a)The Board may at any time and from time to time amend the Plan in whole or in part; provided, however, that any amendment which must be approved by the shareholders of the Company in order to comply with applicable law or the rules of the New York Stock Exchange or, if the Common Shares are not traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Shares are traded or quoted, shall not be effective unless and until such approval has been obtained. Presentation of this Plan or any amendment thereof for shareholder approval shall not be construed to limit the Company’s authority to offer similar or dissimilar benefits under other plans or otherwise with or without shareholder approval. Without limiting the generality of the foregoing, the Board may amend this Plan to eliminate provisions that are no longer necessary as a result in changes in tax or securities laws or regulations, or in the interpretation thereof.

(b)The Committee shall not, without the further approval of the shareholders of the Company, authorize the amendment of any outstanding (i) Option Right to reduce the Option Price or (ii) Appreciation Right to reduce the Base Price. Furthermore, no Option Right whose Option Price is greater than the Market Value per Share and no Appreciation Right whose Base Price is greater than the Market Value per Share may be repurchased by the Company nor shall the Company cancel and replace any Option Rights or Appreciation Rights with awards having a lower Option Price or Base Value (as applicable) without further approval of the shareholders of the Company. This Section 16(b) is intended to prohibit the repurchase or repricing of “underwater” Option Rights and Appreciation Rights and shall not be construed to prohibit the adjustments provided for in Section 10 of this Plan.

(c)The Committee may condition the grant of any award or combination of awards authorized under this Plan on the deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant.

(d)In case of termination of employment by reason of death, Disability or Retirement, or in the case of hardship or other special circumstances, of a Participant who holds an Appreciation Right not immediately exercisable in full, or any Restricted Shares or Restricted Share Units as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Performance Units or Performance Shares which have not been fully earned, or who holds Common Shares subject to any transfer restriction imposed pursuant to Section 4 of this Plan, the Committee may, in its sole discretion, accelerate the time at which such Appreciation Right may be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time at which such Performance Units or Performance Shares will be deemed to have been fully earned or the time when such transfer restriction will terminate. In addition, the Committee may waive any other limitation or requirement under any award described in the preceding sentence. In such case, the Committee shall not make any modification of the Management Objectives or minimum acceptable level of achievement. In the event that a Participant who holds an Option Right terminates employment by reason of death, Disability or Retirement, such Option Right shall become immediately exercisable in full and shall remain exercisable until the earlier of one year following such termination of employment or the tenth anniversary of the Date of Grant of such Option Right. In the event that a Participant who holds an Option Right terminates employment other than by reason of death, Disability or Retirement, such Option Right shall terminate to the extent not then vested and, to the extent vested immediately prior to such termination of employment shall remain exercisable until the earlier of 90 days following such termination of employment or the tenth anniversary of the Date of Grant of such Option Right. In addition, the Committee may, in its sole discretion, modify any Option Right or Appreciation Right to extend the period following termination of a Participant’s employment with the Company or any Subsidiary during which such award will remain outstanding and be exercisable, provided that no such extension shall result in any award being exercisable more than 10 years after the Date of Grant.

(e)In the event a Participant’s employment with the Company is terminated by the Company without Cause or by the Participant with Good Reason, in either case within 3 years after a Change of Control of the Company, each unexpired Option Right and Appreciation Right held by the Participant shall become exercisable in full, all restrictions on Restricted Shares and Restricted Share Units held by the Participant shall lapse and all Management Objectives of all Performance Shares, Performance Units, Incentive Awards and Other Awards, as applicable, held by the Participant shall be deemed to have been fully earned at the maximum performance level.

12

(f)This Plan shall not confer upon any Participant any right with respect to continuance of employment with the Company or any Subsidiary, nor shall it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment at any time.

(g)To the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision shall be null and void with respect to such Option Right. Such provision, however, shall remain in effect for other Option Rights and there shall be no further effect on any provision of this Plan.

(h)Subject to Section 19, this Plan shall continue in effect until the date on which all Common Shares available for issuance or transfer under this Plan have been issued or transferred and the Company has no further obligation hereunder.

(i)Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right or title to any assets, funds or property of the Company or any Subsidiary, including without limitation, any specific funds, assets or other property which the Company or any Subsidiary may set aside in anticipation of any liability under the Plan. A Participant shall have only a contractual right to an award or the amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.

(j)This Plan and each Evidence of Award shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

17.Recoupment of Awards. In the event that any Participant’s service with the Company and its Subsidiaries terminates in connection with a determination by the Committee that any conduct of the Participant constitutes Grounds for Forfeiture, all rights of such Participant under the Plan (including rights with respect to outstanding awards) will terminate. As used herein, the term “Grounds for Forfeiture” shall mean any of the following conduct of any Participant: (i) using for profit or disclosing confidential information or trade secrets of the Company and its Subsidiaries to unauthorized persons, (ii) breaching any contract with or violating any legal obligation to the Company and its Subsidiaries, (iii) failing to make himself or herself available to consult with, supply information to, or otherwise cooperate with the Company and its Subsidiaries at reasonable times and upon a reasonable basis, (iv) while employed by the Company or its Subsidiaries, engaging, directly or indirectly, as an officer, employee, or consultant, or otherwise having, directly or indirectly, ownership or interest in any business that is competitive with the manufacture, sale or distribution of products and services of the type in which the Company and its Subsidiaries are engaged or which may be developed or be in the process of development by the Company and its Subsidiaries during the Participant’s employment; provided, however, that the Participant may own beneficially or maintain voting power of the shares of common stock of companies listed on national securities exchanges or publicly traded that do not exceed five percent (5%) of the outstanding shares of such companies or (v) engaging in any other activity which would have constituted grounds for his or her discharge for Cause by the Company and its Subsidiaries. In addition, the Committee may require that any current or former Participant reimburse the Company for all or any portion of any award, terminate any outstanding, unexercised, unexpired or unpaid award, rescind any exercise, payment or delivery pursuant to an award or recapture any Common Shares (whether restricted or unrestricted) or proceeds from the Participant’s sale of Common Shares issued pursuant to an award to the extent required by any recoupment or clawback policy adopted by the Committee in its discretion or to comply with the requirements of any Applicable Laws.

13

18.Compliance with Code Section 409A. The Plan is intended to comply with Section 409A of the Code. Notwithstanding any provision of the Plan to the contrary, the Plan shall be interpreted, operated and administered consistent with this intent. For each award intended to comply with the short-term deferral exception provided for under Section 409A of the Code, the related Evidence of Award shall provide that such award shall be paid out by the later of (a) the 15th day of the third month following the Participant’s first taxable year in which the award is no longer subject to a substantial risk of forfeiture or (b) the 15th day of the third month following the end of the Company’s first taxable year in which the award is no longer subject to a substantial risk of forfeiture. To the extent that the Committee determines that a Participant would be subject to the additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A of the Code as a result of any provision of any award, to the extent permitted by Section 409A of the Code, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The Committee shall determine the nature and scope of such amendment. To the extent required by Section 409A of the Code, any payment under the Plan made in connection with the separation from service of a “specified employee” (within the meaning of Section 409A of the Code) of an award that is deferred compensation that is subject to Section 409A of the Code shall not be made earlier than six (6) months after the date of such separation from service.

19.Termination. No grant shall be made under this Plan after December 31, 2024, but all grants made on or prior to such date shall continue in effect thereafter subject to the terms thereof and of this Plan.

20.Severability. If any provision of the Plan or any award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any person or award, or would disqualify the Plan or any award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the award, such provision shall be construed or deemed stricken as to such jurisdiction, person or award and the remainder of the Plan and any such award shall remain in full force and effect.

21.Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

22.Applicable Laws. The obligations of the Company with respect to awards under the Plan shall be subject to all Applicable Laws and such approvals by any governmental agencies as the Committee determines may be required.

23.Limited Effect of Restatement. This instrument amends and restates the Plan effective as of the Effective Date. Nothing in this instrument shall in any way change, alter or affect the terms of any award made under the Plan prior to the Effective Date or the time or amount of any Plan benefit or payment due with respect to awards made under the Plan prior to such date. Not in limitation of the foregoing, it is the intention of the Company that all awards made under the Plan prior to the Effective Date that are intended to be “performance-based” compensation under Section 162(m) of the Code (prior to its amendment by the Tax Cuts and Jobs Act of 2017) shall continue to be administered, earned, vested and settled in accordance with the applicable Evidence of Award and the applicable provisions of the Plan as in effect immediately prior to the Effective Date.

14

EX-31.1

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certifications

I, D. Christian Koch, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Carlisle Companies Incorporated;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	April 25, 2019	By:	/s/ D. Christian Koch
			D. Christian Koch
			President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certifications

I, Robert M. Roche, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Carlisle Companies Incorporated;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	April 25, 2019	By:	/s/ Robert M Roche
			Robert M. Roche
			Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Section 1350 Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Carlisle Companies Incorporated, a Delaware corporation (the “Company”), does hereby certify that:

The Quarterly Report on Form 10-Q for the period ended March 31, 2019 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date:	April 25, 2019	By:	/s/ D. Christian Koch
			D. Christian Koch
			President and Chief Executive Officer
Date:	April 25, 2019	By:	/s/ Robert M. Roche
			Robert M. Roche
			Vice President and Chief Financial Officer

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	Apr. 18, 2019
Document and Entity Information
Entity Registrant Name	CARLISLE COMPANIES INCORPORATED
Entity Central Index Key	0000790051
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		57,060,669
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Entity Emerging Growth Company	false
Entity Small Business	false

XML

Condensed Consolidated Statements of Earnings and Comprehensive Income (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income
Revenues	$ 1,071.9	$ 984.7
Cost of goods sold	783.3	735.3
Selling and administrative expenses	164.2	148.6
Research and development expenses	14.4	13.9
Other operating (income) expense, net	(4.7)	(7.8)
Operating income	114.7	94.7
Interest expense, net	13.7	14.5
Other non-operating (income) expense, net	(0.4)	1.9
Income from continuing operations before income taxes	101.4	78.3
Provision for income taxes	24.0	20.4
Income from continuing operations	77.4	57.9
Discontinued operations:
Income before income taxes	0.0	299.0
(Benefit) provision for income taxes	(2.0)	47.3
Income from discontinued operations	2.0	251.7
Net income	$ 79.4	$ 309.6
Basic earnings per share attributable to common shares:
Income from continuing operations (in dollars per share)	$ 1.34	$ 0.93
Income from discontinued operations (in dollars per share)	0.03	4.05
Basic earnings per share (in dollars per share)	1.37	4.98
Diluted earnings per share attributable to common shares:
Income from continuing operations (in dollars per share)	1.33	0.92
Income from discontinued operations (in dollars per share)	0.03	4.02
Diluted earnings per share (in dollars per share)	$ 1.36	$ 4.94
Average shares outstanding (in thousands):
Basic (in shares)	57,547,000	61,684,000
Diluted (in shares)	57,870,000	62,164,000
Comprehensive Income
Net income	$ 79.4	$ 309.6
Other comprehensive income:
Foreign currency gains	3.9	22.2
Amortization of unrecognized net periodic benefit costs, net of tax	0.7	0.9
Other, net of tax	1.6	0.2
Other comprehensive income	6.2	23.3
Comprehensive income	$ 85.6	$ 332.9

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 516.6	$ 803.6
Receivables, net of allowance of $5.6 million and $5.1 million, respectively	773.0	698.3
Inventories, net	514.7	457.5
Prepaid expenses	19.3	22.0
Other current assets	53.7	75.3
Total current assets	1,877.3	2,056.7
Property, plant, and equipment, net	772.4	760.1
Goodwill, net	1,504.8	1,441.8
Other intangible assets, net	1,049.5	967.7
Other long-term assets	97.7	22.9
Total assets	5,301.7	5,249.2
Current liabilities:
Accounts payable	356.2	312.1
Accrued liabilities and other	250.8	258.0
Deferred revenue	26.2	25.5
Total current liabilities	633.2	595.6
Long-term liabilities:
Long-term debt	1,588.5	1,587.8
Deferred revenue	204.0	201.9
Other long-term liabilities	351.3	266.5
Total long-term liabilities	2,143.8	2,056.2
Shareholders' equity:
Preferred stock, $1 par value per share (5,000,000 shares authorized and unissued)	0.0	0.0
Common stock, $1 par value per share (200,000,000 shares; 56,802,175 and 57,957,912 shares outstanding, respectively)	78.7	78.7
Additional paid-in capital	390.1	383.8
Deferred compensation equity	7.8	8.0
Treasury shares, at cost (21,677,133 and 20,534,652 shares, respectively)	(1,243.5)	(1,102.4)
Accumulated other comprehensive loss	(115.9)	(122.1)
Retained earnings	3,407.5	3,351.4
Total shareholders' equity	2,524.7	2,597.4
Total liabilities and equity	$ 5,301.7	$ 5,249.2

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Receivables allowance	$ 5.6	$ 5.1
Preferred stock, par value (in dollars per share)	$ 1	$ 1
Preferred stock, authorized shares	5,000,000	5,000,000
Preferred stock, unissued shares	5,000,000	5,000,000
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, authorized shares	200,000,000	200,000,000
Common stock, shares outstanding	56,802,175	57,957,912
Treasury, shares	21,677,133	20,534,652

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Operating activities:
Net income	$ 79.4	$ 309.6
Reconciliation of net income to net cash provided by operating activities:
Depreciation	21.3	22.7
Amortization	27.8	28.3
Stock-based compensation, net of tax benefit	6.8	6.8
Deferred taxes	(0.5)	(2.3)
Gain on sale of discontinued operation, net of tax	0.0	(247.9)
Other operating activities, net	8.1	(3.1)
Changes in assets and liabilities, excluding effects of acquisitions:
Receivables	(63.1)	(26.8)
Inventories	(18.6)	(55.8)
Prepaid expenses and other assets	26.0	11.5
Accounts payable	53.4	27.2
Accrued liabilities and other	(31.0)	(40.6)
Deferred revenues	2.8	3.3
Other long-term liabilities	(2.6)	0.3
Net cash provided by operating activities	109.8	33.2
Investing activities:
Acquisitions, net of cash acquired	(202.0)	(0.7)
Capital expenditures	(23.3)	(42.5)
Proceeds from sale of discontinued operation	0.0	754.6
Other investing activities, net	0.9	3.6
Net cash provided by (used in) investing activities	(224.4)	715.0
Financing activities:
Repurchases of common stock	(157.1)	(122.0)
Dividends paid	(23.3)	(23.1)
Proceeds from exercise of stock options	10.6	1.7
Withholding tax paid related to stock-based compensation	(3.3)	(4.6)
Net cash used in financing activities	(173.1)	(148.0)
Effect of foreign currency exchange rate changes on cash and cash equivalents	0.7	1.9
Change in cash and cash equivalents	(287.0)	602.1
Less: change in cash and cash equivalents of discontinued operations	0.0	1.3
Cash and cash equivalents at beginning of period	803.6	378.3
Cash and cash equivalents at beginning of period	$ 516.6	$ 979.1

XML

Condensed Consolidated Statement of Shareholders' Equity (Unaudited) - USD ($) $ in Millions		Total	Common Stock	Additional Paid-In Capital	Deferred Compensation Equity	Accumulated Other Comprehensive Income (loss)	Retained Earnings	Shares in Treasury
Increase (Decrease) in Shareholders' Equity
Adoption of accounting standards | Adjustments for New Accounting Pronouncement		$ 6.5				$ (6.5)	$ 13.0
Balance at the beginning of the period at Dec. 31, 2017		2,528.3	$ 78.7	$ 353.7	$ 10.4	(85.7)	2,820.8	$ (649.6)
Balance (in shares) at Dec. 31, 2017			61,800,000					16,600,000
Increase (Decrease) in Shareholders' Equity
Net income		309.6					309.6
Other comprehensive income (loss), net of tax		23.3				23.3
Cash dividends - $0.40 and $0.37 for the three months ended March 31, 2019 and 2018, respectively		(23.1)					(23.1)
Repurchases of common stock		(129.3)						$ (129.3)
Repurchases of common stock (in shares)			(1,200,000)					1,200,000
Issuances and deferrals. net for stock based compensation (1)	[1]	5.5		3.9	0.7			$ 0.9
Issuances and deferrals, net for stock based compensation (in shares)	[1]		100,000					(100,000)
Balance at the end of the period at Mar. 31, 2018		2,720.8	$ 78.7	357.6	11.1	(68.9)	3,120.3	$ (778.0)
Balance (in shares) at Mar. 31, 2018			60,700,000					17,700,000
Balance at the beginning of the period at Dec. 31, 2018		$ 2,597.4	$ 78.7	383.8	$ 8.0	(122.1)	3,351.4	$ (1,102.4)
Balance (in shares) at Dec. 31, 2018		57,957,912	57,900,000					20,500,000
Increase (Decrease) in Shareholders' Equity
Net income		$ 79.4					79.4
Other comprehensive income (loss), net of tax		6.2				6.2
Cash dividends - $0.40 and $0.37 for the three months ended March 31, 2019 and 2018, respectively		(23.3)					(23.3)
Repurchases of common stock		(149.9)						$ (149.9)
Repurchases of common stock (in shares)			(1,300,000)					1,300,000
Issuances and deferrals. net for stock based compensation (1)	[1]	14.9		6.3				$ 8.8
Issuances and deferrals, net for stock based compensation (in shares)	[1]		200,000		(200,000)			(200,000)
Balance at the end of the period at Mar. 31, 2019		$ 2,524.7	$ 78.7	$ 390.1	$ 7.8	$ (115.9)	$ 3,407.5	$ (1,243.5)
Balance (in shares) at Mar. 31, 2019		56,802,175	56,800,000					21,600,000

[1] Issuances and deferrals, net for stock based compensation reflects share activity related to option exercises, restricted and performance shares vested and net issuances and deferrals associated with deferred compensation equity.

XML

Condensed Consolidated Statement of Shareholders' Equity (Unaudited) (Parenthetical) - $ / shares	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Statement of Stockholders' Equity [Abstract]
Cash dividends (in dollars per share)	$ 0.40	$ 0.37

XML

Basis of Presentation

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by Carlisle Companies Incorporated (the "Company" or "Carlisle"). The accompanying unaudited Condensed Consolidated Financial Statements do not include all disclosures as required by accounting principles generally accepted in the United States of America ("United States" or "U.S."), and should be read in conjunction with the Company’s audited Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2018.

The accompanying unaudited Condensed Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the U.S. and, of necessity, include some amounts that are based upon management estimates and judgments. The accompanying unaudited Condensed Consolidated Financial Statements include assets, liabilities, revenues and expenses of all majority-owned subsidiaries. Intercompany transactions and balances are eliminated in consolidation.

In the Company's opinion, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting solely of adjustments of a normal, recurring nature, except as disclosed in Note 2 for new accounting standards adopted, necessary to present fairly the financial position, results of operations and cash flows for the periods presented.

XML

New Accounting Pronouncements

3 Months Ended

Mar. 31, 2019

New Accounting Pronouncements [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements 

New Accounting Standards Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02") which requires lessees to recognize a lease liability for the obligation to make lease payments, measured at the present value on a discounted basis, and a right-of-use ("ROU") asset for the right to use the underlying asset for the duration of the lease term, measured as the lease liability amount adjusted for lease prepayments, lease incentives received, and initial direct costs. 

The Company adopted ASU 2016-02 and all related amendments ("ASC 842") on January 1, 2019, using the alternative modified retrospective method, also known as the transition relief method, permitted under ASC 842, which did not require restatement of prior periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. The Company also elected the hindsight practical expedient to determine the lease term for existing leases. The standard did not materially impact consolidated net income or cash flows.

Following is a summary of the effects of adopting ASC 842 on the Consolidated Balance Sheet:

	March 31, 2019
(in millions)	As Reported		Balances Without Adoption of ASC 842		Effect of Change Higher/(Lower)
Condensed Consolidated Balance Sheet
Other current assets	$	53.7	$	54.2	$	(0.5)
Other long-term assets	97.7		28.1		69.6
Accrued liabilities and other	250.8		229.4		21.4
Other long-term liabilities	351.3		303.6		47.7

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Segment Information

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Segment Information

Segment Information 

The Company has organized its operations into four primary segments, based on the products it sells, each of which represent a reportable segment as follows:

Carlisle Construction Materials ("CCM")—the principal products of this segment are rubber (EPDM), thermoplastic polyolefin (TPO) and polyvinyl chloride (PVC) roofing membranes used predominantly on non-residential low-sloped roofs, related roofing accessories, including flashings, fasteners, sealing tapes and coatings

and waterproofing products. CCM also manufactures and distributes energy-efficient rigid foam insulation panels for substantially all roofing applications, and metal panel roofing primarily for residential and commercial markets. The markets served primarily include new construction, re-roofing and maintenance of low-sloped roofs, water containment, HVAC sealants and coatings and waterproofing. In addition, CCM offers a broad range of specialty polyurethane products and solutions across a broad diversity of markets and applications. 

Carlisle Interconnect Technologies ("CIT")—the principal products of this segment are high-performance wire, cable, connectors, contacts and cable assemblies for the transfer of power and data primarily for the aerospace, medical, defense electronics, test and measurement equipment and select industrial markets.

Carlisle Fluid Technologies ("CFT")—the principal products of this segment are industrial liquid and powder finishing equipment and integrated system solutions for spraying, pumping, mixing, metering and curing of a variety of coatings used in the general industrial, transportation, auto refinishing, protective coating, wood and specialty markets. 

Carlisle Brake & Friction ("CBF")—the principal products of this segment include high-performance brakes and friction material and clutch and transmission friction material for the construction, agriculture, mining, on-highway, aerospace and motor sports markets.

A summary of segment information follows:

	Three Months Ended March 31,
	2019				2018
(in millions)	Revenues		Operating Income (Loss)		Revenues		Operating Income (Loss)
Carlisle Construction Materials	$	671.1	$	92.9	$	598.6	$	75.8
Carlisle Interconnect Technologies	246.4		30.6		224.3		27.2
Carlisle Fluid Technologies	63.1		6.4		63.5		5.7
Carlisle Brake & Friction	91.3		6.5		98.3		4.5
Segment total	1,071.9		136.4		984.7		113.2
Corporate and unallocated1	—		(21.7)		—		(18.5)
Total	$	1,071.9	$	114.7	$	984.7	$	94.7

^1.Corporate operating loss includes other unallocated costs, primarily general corporate expenses.

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Acquisitions

3 Months Ended

Mar. 31, 2019

Business Combinations [Abstract]

Acquisitions

Acquisitions 

Petersen Aluminum Corporation 

On January 11, 2019, the Company acquired 100% of the equity of Petersen Aluminum Corporation ("Petersen"), for consideration of $207.2 million, including $5.2 million of cash acquired, and post-closing adjustments, which were finalized in the first quarter of 2019. Petersen is a manufacturer and distributor of market leading architectural metal roof panels, steel and aluminum flat sheets and coils, wall panels, perimeter roof edge systems and related accessories for commercial, residential, institutional, industrial and agricultural markets.

Petersen contributed revenues of $35.5 million and an operating loss of less than $0.1 million for the period from January 11, 2019, to March 31, 2019. The results of operations of the acquired business are reported as part of the CCM segment.

The following table summarizes the consideration transferred to acquire Petersen and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires that consideration be allocated to the acquired assets and assumed liabilities based upon their acquisition date fair values with the remainder allocated to goodwill. The fair values are preliminary and subject to change pending receipt of the final valuation studies for all acquired intangible assets.

	Preliminary Allocation
(in millions)	As of 1/11/2019
Total cash consideration transferred	$	207.2
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	5.2
Receivables, net	11.5
Inventories, net	39.5
Prepaid expenses and other current assets	2.1
Property, plant and equipment	17.8
Definite-lived intangible assets	109.3
Other long-term assets	9.5
Accounts payable	(5.9)
Income tax payable	1.7
Accrued liabilities and other	(8.7)
Other long-term liabilities	(12.4)
Deferred income taxes	(25.4)
Total identifiable net assets	144.2
Goodwill	$	63.0

The preliminary goodwill recognized in the acquisition of Petersen reflects market participant synergies attributable to significant raw material purchase synergies with CCM, other administrative synergies and the assembled workforce to Carlisle, in addition to opportunities for product line expansions. The Company acquired $11.6 million of gross contractual accounts receivable, of which $0.1 million was not expected to be collected at the date of acquisition. All of the goodwill has been preliminarily assigned to the CCM reporting unit which aligns with the CCM reportable segment, and none of the goodwill is deductible for tax purposes. The $109.3 million preliminary value allocated to definite-lived intangible assets consists of $76.3 million of customer relationships with a useful life of 12 years, $29.9 million of trade names with a useful life of 10 years and various acquired technologies of $3.1 million with a useful life of 14 years. In accordance with the purchase agreement, Carlisle is indemnified for up to $5.2 million, and recorded an indemnification asset of $5.2 million in other long-term assets relating to the indemnification for pre-acquisition income tax liabilities. The Company has also recorded, as part of the purchase price allocation, deferred tax liabilities related to intangible assets of approximately $25.4 million.

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Discontinued Operations

3 Months Ended

Mar. 31, 2019

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Discontinued OperationsOn March 20, 2018, the Company completed the sale of Carlisle FoodService Products ("CFS") to the Jordan Company of New York, NY, for gross proceeds of $758.0 million, including a working capital adjustment, which was finalized in the third quarter of 2018. The sale of CFS is consistent with the Company's vision of operating a portfolio of businesses with highly engineered manufacturing products in strong growth markets.

A summary of the results from discontinued operations included in the Condensed Consolidated Statements of Income for the three months ended March 31, follows:

(in millions)	2018
Revenues	$	69.5
Cost of goods sold	49.5
Other operating expenses, net	14.8
Operating income	5.2
Other non-operating (income) expense, net	—
Income from discontinued operations before income taxes	5.2
Gain on sale of discontinued operations	293.8
Provision for income taxes	47.3
Income from discontinued operations	$	251.7

Income from discontinued operations of $2.0 million in the three months ended March 31, 2019, relates entirely to the settlement of prior income tax positions in the current year.

A summary of cash flows from discontinued operations included in the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 follows:

(in millions)	2018
Net cash provided by operating activities	$	0.6
Net cash used in investing activities	(8.1)
Net cash provided by financing activities1	8.8
Change in cash and cash equivalents from discontinued operations	$	1.3

^1.Represents borrowings from the Carlisle cash pool to fund capital expenditures and acquisitions.

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Earnings Per Share

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share 

The Company’s restricted shares contain non-forfeitable rights to dividends and are considered participating securities for purposes of computing earnings per share pursuant to the two-class method. The computation below of earnings per share excludes the income attributable to the unvested restricted shares in the numerator and excludes the dilutive impact of those underlying shares in the denominator.

The computation below of earnings per share includes the income attributable to the vested and deferred restricted shares and restricted stock units in the numerator and includes the dilutive impact of those underlying shares in the the denominator.

Stock options are included in the calculation of diluted earnings per share utilizing the treasury stock method and performance share awards are included in the calculation of diluted earnings per share considering those are contingently issuable. Neither is considered to be a participating security as they do not contain non-forfeitable dividend rights.

Income from continuing operations and share data used in the basic and diluted earnings per share computations using the two-class method follows:

	Three Months Ended March 31,
(in millions, except share and per share amounts)	2019			2018
Income from continuing operations	$	77.4		$	57.9
Less: dividends declared	(23.3)			(23.1)
Undistributed earnings	54.1			34.8
Percent allocated to common shareholders1	99.7		%	99.3		%
	53.9			34.5
Add: dividends declared on common stock, restricted share units and vested and deferred restricted and performance shares	23.2			22.8
Income from continuing operations attributable to common shares	$	77.1		$	57.3
Shares (in thousands):
Basic weighted-average shares outstanding	57,547			61,684
Effect of dilutive securities:
Performance awards	73			131
Stock options	250			349
Diluted weighted-average shares outstanding	57,870			62,164
Per share income from continuing operations attributable to common shares:
Basic	$	1.34		$	0.93
Diluted	$	1.33		$	0.92
1. Basic weighted-average common shares outstanding (in thousands)	57,547			61,684
Basic weighted-average shares outstanding and unvested restricted shares expected to vest (in thousands)	57,735			62,117
Percent allocated to common shareholders	99.7		%	99.3		%

To calculate earnings per share for income from discontinued operations and for net income, the denominator for both basic and diluted earnings per share is the same as used in the above table.

	Three Months Ended March 31,
(in millions, except share amounts presented in thousands)	2019		2018
Income from discontinued operations attributable to common shareholders for basic and diluted earnings per share	$	2.0	$	250.0
Net income attributable to common shareholders for basic and diluted earnings per share	79.1		307.3
Anti-dilutive stock options excluded from EPS calculation1	340		564

^1.Represents stock options excluded from the calculation of diluted earnings per share, as such options’ assumed proceeds upon exercise would result in the repurchase of more shares than the underlying award.

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Revenue Recognition

3 Months Ended

Mar. 31, 2019

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Revenue Recognition

The Company receives payment at the inception of the contract for separately priced extended service warranties, and revenue is deferred and recognized on a straight-line basis over the life of the contracts. Remaining performance obligations for extended service warranties represent the transaction price for the remaining stand-ready obligation to perform warranty services. A summary of estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2019, follows:

(in millions)	Remainder of 2019		2020		2021		2022		2023		2024		Thereafter
Extended service warranties	$	15.8	$	20.1	$	19.1	$	17.9	$	16.7	$	15.6	$	120.1

The Company has applied the practical expedient to not disclose information about remaining performance obligations that have original expected durations of one year or less.

Contract Balances

Contract liabilities relate to payments received in advance of performance under a contract, primarily related to extended service warranties in the CCM segment and systems contracts in the CFT segment. Contract liabilities are recognized as revenue as (or when) the Company performs under the contract. A summary of the change in contract liabilities for the three months ended March 31, follows:

(in millions)	2019		2018
Balance as of January 1	$	227.4	$	215.8
Revenue recognized	(12.8)		(14.9)
Revenue deferred	15.6		18.2
Acquired liabilities	—		0.1
Balance as of Balance as of March 31	$	230.2	$	219.2

Contract assets relate to the Company's right to payment for performance completed to date under a contract, primarily related to highly customized product contracts within the CIT segment. Accounts receivable are recorded when the right to payment becomes unconditional. A summary of the change in contract assets for the three months ended March 31, follows:

(in millions)	2019		2018
Balance as of January 1	$	44.7	$	—
Adoption of ASC 606	—		22.8
Revenue recognized and unbilled	58.1		33.8
Revenue billed	(44.7)		(22.8)
Balance as of March 31	$	58.1	$	33.8

Revenues by End-Market

A summary of revenues disaggregated by major end-market industries and reconciliation of disaggregated revenue by segment follows:

	Three Months Ended March 31, 2019
(in millions)	CCM		CIT		CFT		CBF		Total
General construction	$	621.6	$	—	$	—	$	—	$	621.6
Aerospace	—		173.8		—		4.6		178.4
Heavy equipment	27.2		—		—		75.2		102.4
Transportation	—		—		32.3		9.2		41.5
Medical	—		31.0		—		—		31.0
General industrial and other	22.3		41.6		30.8		2.3		97.0
Total revenues	$	671.1	$	246.4	$	63.1	$	91.3	$	1,071.9
	Three Months Ended March 31, 2018
(in millions)	CCM		CIT		CFT		CBF		Total
General construction	$	546.3	$	—	$	—	$	—	$	546.3
Aerospace	—		154.8		—		6.3		161.1
Heavy equipment	26.2		—		—		79.2		105.4
Transportation	—		—		33.2		9.8		43.0
Medical	—		34.7		—		—		34.7
General industrial and other	26.1		34.8		30.3		3.0		94.2
Total revenues	$	598.6	$	224.3	$	63.5	$	98.3	$	984.7

Revenues by Geographic Area

A summary of revenues based on the country to which the product was delivered and reconciliation of disaggregated revenue by segment follows:

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Stock-Based Compensation

3 Months Ended

Mar. 31, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Compensation Expense

Stock-Based Compensation

Stock-based compensation cost by award type follows:

(in millions)	Three Months Ended March 31,
	2019		2018
Stock option awards	$	3.1	$	2.0
Restricted stock awards	2.0		1.9
Performance share awards	1.6		1.7
Restricted stock units	1.3		1.4
Stock appreciation rights	0.8		—
Total stock-based compensation cost	$	8.8	$	7.0

In 2018, the Board authorized a grant of stock options to U.S. employees and stock appreciation rights to employees outside of the U.S. This grant contributed $1.8 million to stock-based compensation cost for the three months ended March 31, 2019. As of March 31, 2019, compensation cost of $0.9 million was capitalized as inventory and will be recognized in costs of goods sold when that related inventory is sold.

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Exit and Disposal Activities

3 Months Ended

Mar. 31, 2019

Restructuring and Related Activities [Abstract]

Exit and Disposal Activities

Exit and Disposal Activities The Company has undertaken operational restructuring and other cost reduction actions to streamline processes and manage costs throughout various departments. These actions resulted in exit, disposal and employee termination benefit costs, primarily resulting from planned reductions in workforce, facility consolidations and relocations and lease termination costs. The primary actions are discussed below by operating segment.

CIT

During 2019, the Company announced plans to relocate its manufacturing operations in El Segundo, California, and Riverside, California, to the existing manufacturing operations in North America. During the three months ended March 31, 2019, exit and disposal costs totaled $3.5 million, primarily for employee termination benefit costs. The project is estimated to take 12 to 18 months to complete. Cumulative exit and disposal costs are expected to approximate $8.5 million and will be recognized primarily in 2019.

CFT

During the first quarter of 2019, the Company initiated plans to reduce costs and streamline processes by eliminating certain positions within selling, general and administrative and manufacturing functions. The costs to complete this project totaled $2.0 million and was recognized during the three months ended March 31, 2019. 

CBF

The Company is substantially complete with its project to exit its manufacturing operations in Tulsa, Oklahoma, and relocate the majority of those operations to its existing manufacturing facility in Medina, Ohio. During the three months ended March 31, 2019, exit and disposal costs totaled $0.7 million, primarily reflecting facility closure costs and employee termination benefits. Total associated exit and disposal costs are expected to approximate $20.9 million, with cumulative exit and disposal costs of $19.4 million recognized as of March 31, 2019. Remaining costs of approximately $1.5 million are expected to be incurred throughout the remainder of 2019.

Consolidated Summary

The Company's exit and disposal costs by activity follows:

(in millions)	Three Months Ended March 31,
	2019		2018
Employee severance and benefit arrangements	$	5.7	$	0.7
Lease termination cost	0.5		—
Relocation costs	0.1		0.2
Accelerated depreciation	—		0.8
Other restructuring costs	0.5		1.4
Total exit and disposal costs	$	6.8	$	3.1

The Company's exit and disposal activities costs by segment follows:

(in millions)	Three Months Ended March 31,
	2019		2018
Carlisle Interconnect Technologies	$	3.9	$	1.1
Carlisle Fluid Technologies	2.0		—
Carlisle Brake & Friction	0.7		2.0
Carlisle Construction Materials	0.2		—
Total exit and disposal costs	$	6.8	$	3.1

The Company's exit and disposal activities costs by financial statement line item follows:

(in millions)	Three Months Ended March 31,
	2019		2018
Cost of goods sold	$	3.6	$	2.3
Selling and administrative expenses	2.9		0.6
Other operating expense, net	0.2		0.2
Research and development expenses	0.1		—
Total exit and disposal costs	$	6.8	$	3.1

The Company's change in exit and disposal activities liability follows:

(in millions)	Total
Balance as of December 31, 2018	$	1.2
Charges	6.8
Cash payments	(1.9)
Balance as of March 31, 2019	$	6.1

The liability of $6.1 million primarily relates to employee severance and benefit arrangements and is included in accrued liabilities and other.

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Income Taxes

3 Months Ended

Mar. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes 

The effective income tax rate on continuing operations for the three months ended March 31, 2019, was 23.6%, reflecting the anticipated full-year rate.

The effective income tax rate on continuing operations for the three months ended March 31, 2018, was 26.1%. The year-to-date provision for income taxes included taxes on earnings at an anticipated full-year rate of approximately 24.7%, and a year-to-date discrete tax expense of $1.1 million.

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Inventories, net

3 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

Inventories, net

Inventories, net

(in millions)	March 31, 2019		December 31, 2018
Raw materials	$	217.4	$	195.1
Work-in-process	69.5		59.5
Finished goods	263.7		236.5
Reserves	(35.9)		(33.6)
Inventories, net	$	514.7	$	457.5

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Goodwill and Other Intangible Assets, net

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets, net

Goodwill and Other Intangible Assets, net

The changes in the carrying amount of goodwill, net by segment follows:

(in millions)	CCM		CIT		CFT		CBF1		Total
Balance as of December 31, 2018	$	532.8	$	643.1	$	169.5	$	96.4	$	1,441.8
Goodwill acquired during year2	63.0		—		—		—		63.0
Currency translation and other	(0.5)		0.1		0.3		0.1		—
Balance as of March 31, 2019	$	595.3	$	643.2	$	169.8	$	96.5	$	1,504.8

^1.CBF goodwill, net is presented net of accumulated impairment losses of $130.0 million recorded in 2016. No other segments have incurred impairment losses.

^2.Refer to Note 4 for further information on goodwill resulting from recent acquisitions.

A summary of the Company's other intangible assets, net follows:

	March 31, 2019						December 31, 2018
(in millions)	Acquired Cost		Accumulated Amortization		Net Book Value		Acquired Cost		Accumulated Amortization		Net Book Value
Assets subject to amortization:
Customer relationships	$	920.5	$	(304.4)	$	616.1	$	843.8	$	(287.7)	$	556.1
Technology and intellectual property	273.7		(137.2)		136.5		268.8		(129.3)		139.5
Trade names and other	72.7		(18.8)		53.9		45.4		(16.4)		29.0
Assets not subject to amortization:
Trade names	243.0		—		243.0		243.1		—		243.1
Other intangible assets, net	$	1,509.9	$	(460.4)	$	1,049.5	$	1,401.1	$	(433.4)	$	967.7

The net book values of other intangible assets, net by reportable segment follows:

(in millions)	March 31, 2019		December 31, 2018
Carlisle Construction Materials	$	381.1	$	285.3
Carlisle Interconnect Technologies	304.8		313.4
Carlisle Fluid Technologies	277.1		280.9
Carlisle Brake & Friction	85.0		86.6
Corporate	1.5		1.5
Total	$	1,049.5	$	967.7

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Leases

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Leases

Leases

The Company determines if an arrangement is a lease at inception by evaluating if the asset is explicitly or implicitly identified or distinct, if the Company will receive substantially all of the economic benefit or if the lessor has an economic benefit and the ability to substitute the asset. Operating leases are included in other long-term assets, accrued liabilities and other, and other long-term liabilities.

ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of fixed and known lease payments over the lease term. Variable payments are not included in the ROU asset or lease liability and can vary from period to period based on our use of an asset during the period or our proportionate share of common costs. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and lease expense for these leases is recognized on a straight-line basis over the lease term.

The Company has lease agreements with lease components and non-lease components. The Company has elected to apply the practical expedient to account for these components as a single lease component, for all classes of underlying assets.

Lease Costs, Assets and Liabilities

The Company has operating leases primarily for manufacturing facilities, warehouses, offices and certain equipment. These leases have remaining lease terms of one to 11 years, some of which include one or more options to renew, with renewal terms that can extend the leases to one or 20 years or more. The components of lease cost for the three months ended March 31, follow:

(in millions)	2019
Operating lease cost	$	6.4
Variable lease cost	1.5
Short-term lease cost	0.7
Total lease cost	$	8.6

A summary of lease assets and liabilities follows:

(in millions)	March 31, 2019
Assets:
Operating lease right-of-use assets1	$	69.6
Liabilities:
Operating lease liabilities - current2	21.9
Operating lease liabilities - long-term3	51.8
Total lease liabilities	$	73.7

^1.Included in other long-term assets.

^2.Included in accrued liabilities and other.

^3.Included in other long-term liabilities.

Maturity of lease liabilities as of March 31, 2019, follow:

(in millions)	Remainder of 2019		2020		2021		2022		2023		2024		Thereafter		Total
Lease payments	$	19.2	$	18.5	$	12.9	$	9.3	$	7.6	$	5.3	$	9.1	$	81.9
Less: imputed interest															(8.2)
Total lease liabilities															$	73.7

As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments for non-cancelable operating leases in future years would have been as follows:

(in millions)	2019		2020		2021		2022		2023		Thereafter
Future minimum lease payments	$	16.7	$	10.8	$	6.8	$	4.9	$	4.2	$	5.1

Lease Term and Discount Rate

	March 31, 2019
Operating leases:
Weighted-average remaining lease term (in years)	5.0
Weighted-average discount rate	3.9	%

Supplemental Cash Flow Information

Cash paid for amounts included in the measurement of operating lease liabilities totaled $5.8 million for the three months ended March 31, 2019. Operating lease right-of-use assets obtained in exchange for new operating lease liabilities totaled $70.1 million for the three months ended March 31, 2019.

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Long-term Debt

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Long-term Debt

Long-term Debt

(in millions)					Fair Value1
	March 31, 2019		December 31, 2018		March 31, 2019		December 31, 2018
3.75% Notes due 2027	$	600.0	$	600.0	$	582.7	$	579.4
3.5% Notes due 2024	400.0		400.0		397.5		386.4
3.75% Notes due 2022	350.0		350.0		353.3		345.5
5.125% Notes due 2020	250.0		250.0		255.9		255.0
Unamortized discount, debt issuance costs, and other	(11.5)		(12.2)
Total long term-debt	$	1,588.5	$	1,587.8

^1.The fair value is estimated based on current yield rates plus the Company’s estimated credit spread available for financings with similar terms and maturities. Based on these inputs, the debt instruments are classified as Level 2 in the fair value hierarchy.

Revolving Credit Facility

During the three months ended March 31, 2019, there were no borrowings or repayments under the Facility. As of March 31, 2019, and December 31, 2018, the Facility had no outstanding balance and $1.0 billion available for use.

Covenants and Limitations

Under the Company’s debt and credit facilities, the Company is required to meet various restrictive covenants and limitations, including limitations on certain leverage ratios, interest coverage, and limits on outstanding debt balances held by certain subsidiaries. The Company was in compliance with all covenants and limitations as of March 31, 2019 and December 31, 2018. 

Letters of Credit and Guarantees

During the normal course of business, the Company enters into commitments in the form of letters of credit and bank guarantees to provide financial and performance assurance to third parties. As of March 31, 2019 and December 31, 2018, the Company had $26.2 million and $26.0 million in letters of credit and bank guarantees outstanding, respectively. The Company has multiple arrangements to obtain letters of credit, which include an agreement with unspecified availability and separate agreements for up to $80.0 million in letters of credit, of which $56.1 million was available for use as of March 31, 2019.

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Defined Benefit Plan

9 Months Ended

Sep. 30, 2018

Retirement Benefits [Abstract]

Defined Benefit Plan

Defined Benefit Plan

The Company recognizes net periodic benefit cost based on the actuarial analysis performed at the previous year end, adjusted if certain significant events occur during the year.

The components of net periodic benefit cost follows:

	Three Months Ended March 31,
(in millions)	2019		2018
Service cost	$	0.7	$	0.8
Interest cost	1.5		1.4
Expected return on plan assets	(2.4)		(2.6)
Amortization of unrecognized loss1	0.9		1.1
Net periodic benefit cost	$	0.7	$	0.7

^1.Includes amortization of unrecognized actuarial (gain) loss and prior service credits and excludes provision for income tax of $(0.2) million and $(0.3) million for the three months ended March 31, 2019, and 2018, respectively.

The components of net periodic benefit cost, other than the service cost component, are included in other non-operating (income) expense, net.

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Standard Product Warranties

3 Months Ended

Mar. 31, 2019

Standard Product Warranty Disclosure [Abstract]

Standard Product Warranties

Standard Product Warranties

The Company offers various standard warranty programs on its products, primarily for certain installed roofing systems, high-performance cables and assemblies, fluid technologies and braking products. The Company’s liability for such warranty programs is included in accrued expenses. The change in standard product warranty liabilities for the three months ended March 31, follows:

(in millions)	2019		2018
Balance as of January 1	$	31.9	$	30.4
Current year provision	5.3		4.4
Current year claims	(4.5)		(3.7)
Currency translation	(0.1)		0.2
Balance as of March 31	$	32.6	$	31.3

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Financial Instruments

3 Months Ended

Mar. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Financial Instruments

Financial Instruments

Foreign Currency Forward Contracts

The Company uses foreign currency forward contracts to hedge a portion of its foreign currency exchange rate exposure to forecasted foreign currency denominated cash flows. These instruments are not held for speculative or trading purposes.

A summary of the Company's designated and non-designated cash flow hedges follows:

	March 31, 2019				December 31, 2018
(in millions)	Fair Value1		Notional Value		Fair Value1		Notional Value
Designated hedges	$	1.7	$	74.6	$	0.2	$	95.0
Non-designated hedges	(0.2)		60.3		0.1		49.9

^1.The fair value of foreign currency forward contracts is included in other current assets. The fair value was estimated using observable market inputs such as forward and spot prices of the underlying exchange rate pair. Based on these inputs, derivative assets and liabilities are classified as Level 2 in the fair value hierarchy.

For instruments that are designated and qualify as cash flow hedges, the Company had foreign currency forward contracts with maturities less than one year. The changes in the fair value of the contracts are recorded in accumulated other comprehensive income (loss) and recognized in the same line item as the impact of the hedged item, revenues or cost of sales, when the underlying forecasted transaction impacts earnings. Gains and losses on the contracts representing hedge components excluded from the assessment of hedged effectiveness are recognized in the same line item as the hedged item, revenues or cost of sales, currently.

The change in accumulated other comprehensive income (loss) related to cash flow hedges for the three months ended March 31, follows:

(in millions)	2019		2018
Balance as of January 1	$	(3.2)	$	(4.0)
Other comprehensive income before reclassifications	1.9		0.3
Amounts reclassified from accumulated other comprehensive loss	(0.3)		(0.1)
Other comprehensive income	1.6		0.2
Balance as of March 31	$	(1.6)	$	(3.8)

For instruments that are not designated as a cash flow hedge, the Company had foreign exchange contracts with maturities less than one year. The unrealized gains and losses resulting from these contracts were immaterial and are recognized in other non-operating (income) expense, net and partially offset corresponding foreign exchange gains and losses on these balances.

Deferred Compensation Rabbi Trust

The Company has established a Rabbi Trust to provide for a degree of financial security to cover its obligations associated with its deferred compensation plan. Contributions to the Rabbi Trust by the Company are made at the discretion of management and generally are made in cash and invested in money-market funds. The Company consolidates the Rabbi Trust and therefore includes the investments in its Condensed Consolidated Balance Sheets. As of March 31, 2019 and December 31, 2018, the Company had $11.4 million and $10.7 million of cash, respectively, and $5.5 million and $4.3 million of short-term investments, respectively. The short-term investments are measured at fair value using quoted market prices in active markets (i.e., Level 1 measurements) with changes in fair value recorded in net income and the associated cash flows presented as operating cash flows.

Other Financial Instruments 

Other financial instruments include cash and cash equivalents, accounts receivable, net, accounts payable, accrued liabilities and other, and long-term debt. The carrying value for cash and cash equivalents, accounts receivable, net, accounts payable and accrued liabilities and other approximates fair value because of their short-term nature and generally negligible credit losses (refer to Note 14 for the fair value of long-term debt).

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Litigation

Over the years, the Company has been named as a defendant, along with numerous other defendants, in lawsuits in various state courts in which plaintiffs have alleged injury due to exposure to asbestos-containing brakes, which Carlisle manufactured in limited amounts between the late-1940s and the mid-1980s. In addition to compensatory awards, these lawsuits may also seek punitive damages. Generally, the Company has obtained dismissals or settlements of its asbestos-related lawsuits with no material effect on its financial condition, results of operations, or cash flows. The Company maintains insurance coverage that applies to the Company’s defense costs and payments of settlements or judgments in connection with asbestos-related lawsuits. At this time, the amount of reasonably possible asbestos claims, if any, is not material to the Company's financial position, results of operations, or operating cash flows, although these matters could result in the Company being subject to monetary damages, costs or expenses, and charges against earnings in particular periods.

The Company may occasionally be involved in various other legal actions arising in the normal course of business. In the opinion of management, the ultimate outcome of such actions, either individually or in the aggregate, are not expected to have a material adverse effect on the consolidated financial position or annual operating cash flows of the Company. 

Environmental Matters

The Company is subject to increasingly stringent environmental laws and regulations, including those relating to air emissions, wastewater discharges, chemical and hazardous waste management, and disposal. Some of these environmental laws hold owners or operators of land or businesses liable for their own and for previous owners’ or operators’ releases of hazardous or toxic substances or wastes. Other environmental laws and regulations require the obtainment of, and compliance with, environmental permits. To date, costs of complying with environmental, health, and safety requirements have not been material, and the Company did not have any significant accruals

related to potential future costs of environmental remediation as of March 31, 2019, nor are any asset retirement obligations recorded as of that date. However, the nature of the Company’s operations and its long history of industrial activities at certain of its current or former facilities, as well as those acquired, could potentially result in material environmental liabilities or asset retirement obligations.While the Company must comply with existing and pending climate change legislation, regulation, international treaties or accords, current laws and regulations do not have a material impact on its business, capital expenditures or financial position. Future events, including those relating to climate change or greenhouse gas regulation, could require the Company to incur expenses related to the modification or curtailment of operations, installation of pollution control equipment, or investigation and cleanup of contaminated sites.

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Subsequent Events	3 Months Ended
	Mar. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn April 1, 2019, the Company acquired MicroConnex Corporation ("MicroConnex") for approximately $46.0 million in cash, subject to post-closing adjustments. MicroConnex is a manufacturer of highly engineered microminiature flex circuits and sensors for the medical and test and measurement markets. The initial accounting for the business combination is incomplete as a result of the timing of the acquisition. The results of operations of the acquired business will be reported within the CIT segment beginning in the second quarter of 2019.

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New Accounting Pronouncements (Tables)

3 Months Ended

Mar. 31, 2019

New Accounting Pronouncements [Abstract]

Summary of the Effects of Adopting ASU 2016-02

	March 31, 2019
(in millions)	As Reported		Balances Without Adoption of ASC 842		Effect of Change Higher/(Lower)
Condensed Consolidated Balance Sheet
Other current assets	$	53.7	$	54.2	$	(0.5)
Other long-term assets	97.7		28.1		69.6
Accrued liabilities and other	250.8		229.4		21.4
Other long-term liabilities	351.3		303.6		47.7

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Summary of net sales and earnings before interest and taxes ("EBIT")

A summary of segment information follows:

	Three Months Ended March 31,
	2019				2018
(in millions)	Revenues		Operating Income (Loss)		Revenues		Operating Income (Loss)
Carlisle Construction Materials	$	671.1	$	92.9	$	598.6	$	75.8
Carlisle Interconnect Technologies	246.4		30.6		224.3		27.2
Carlisle Fluid Technologies	63.1		6.4		63.5		5.7
Carlisle Brake & Friction	91.3		6.5		98.3		4.5
Segment total	1,071.9		136.4		984.7		113.2
Corporate and unallocated1	—		(21.7)		—		(18.5)
Total	$	1,071.9	$	114.7	$	984.7	$	94.7

^1.Corporate operating loss includes other unallocated costs, primarily general corporate expenses.

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Acquisitions (Tables)

3 Months Ended

Mar. 31, 2019

Petersen Aluminum Corporation

Acquisitions

Summary of consideration transferred and the allocation of the consideration to acquired assets and assumed liabilities

The following table summarizes the consideration transferred to acquire Petersen and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires that consideration be allocated to the acquired assets and assumed liabilities based upon their acquisition date fair values with the remainder allocated to goodwill. The fair values are preliminary and subject to change pending receipt of the final valuation studies for all acquired intangible assets.

	Preliminary Allocation
(in millions)	As of 1/11/2019
Total cash consideration transferred	$	207.2
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	5.2
Receivables, net	11.5
Inventories, net	39.5
Prepaid expenses and other current assets	2.1
Property, plant and equipment	17.8
Definite-lived intangible assets	109.3
Other long-term assets	9.5
Accounts payable	(5.9)
Income tax payable	1.7
Accrued liabilities and other	(8.7)
Other long-term liabilities	(12.4)
Deferred income taxes	(25.4)
Total identifiable net assets	144.2
Goodwill	$	63.0

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Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2019

Discontinued Operations and Disposal Groups [Abstract]

Activity of Discontinued Operations

A summary of the results from discontinued operations included in the Condensed Consolidated Statements of Income for the three months ended March 31, follows:

(in millions)	2018
Revenues	$	69.5
Cost of goods sold	49.5
Other operating expenses, net	14.8
Operating income	5.2
Other non-operating (income) expense, net	—
Income from discontinued operations before income taxes	5.2
Gain on sale of discontinued operations	293.8
Provision for income taxes	47.3
Income from discontinued operations	$	251.7

Income from discontinued operations of $2.0 million in the three months ended March 31, 2019, relates entirely to the settlement of prior income tax positions in the current year.

A summary of cash flows from discontinued operations included in the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 follows:

(in millions)	2018
Net cash provided by operating activities	$	0.6
Net cash used in investing activities	(8.1)
Net cash provided by financing activities1	8.8
Change in cash and cash equivalents from discontinued operations	$	1.3

^1.Represents borrowings from the Carlisle cash pool to fund capital expenditures and acquisitions.

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Component of income from continuing operations and share data used in basic and diluted earnings per share

Income from continuing operations and share data used in the basic and diluted earnings per share computations using the two-class method follows:

	Three Months Ended March 31,
(in millions, except share and per share amounts)	2019			2018
Income from continuing operations	$	77.4		$	57.9
Less: dividends declared	(23.3)			(23.1)
Undistributed earnings	54.1			34.8
Percent allocated to common shareholders1	99.7		%	99.3		%
	53.9			34.5
Add: dividends declared on common stock, restricted share units and vested and deferred restricted and performance shares	23.2			22.8
Income from continuing operations attributable to common shares	$	77.1		$	57.3
Shares (in thousands):
Basic weighted-average shares outstanding	57,547			61,684
Effect of dilutive securities:
Performance awards	73			131
Stock options	250			349
Diluted weighted-average shares outstanding	57,870			62,164
Per share income from continuing operations attributable to common shares:
Basic	$	1.34		$	0.93
Diluted	$	1.33		$	0.92
1. Basic weighted-average common shares outstanding (in thousands)	57,547			61,684
Basic weighted-average shares outstanding and unvested restricted shares expected to vest (in thousands)	57,735			62,117
Percent allocated to common shareholders	99.7		%	99.3		%

Component of income (loss) from discontinued operations and share data used in basic and diluted earnings per share

	Three Months Ended March 31,
(in millions, except share amounts presented in thousands)	2019		2018
Income from discontinued operations attributable to common shareholders for basic and diluted earnings per share	$	2.0	$	250.0
Net income attributable to common shareholders for basic and diluted earnings per share	79.1		307.3
Anti-dilutive stock options excluded from EPS calculation1	340		564

^1.Represents stock options excluded from the calculation of diluted earnings per share, as such options’ assumed proceeds upon exercise would result in the repurchase of more shares than the underlying award.

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Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2019

Revenue from Contract with Customer [Abstract]

Summary of the Timing of Revenue Recognition

A summary of estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2019, follows:

(in millions)	Remainder of 2019		2020		2021		2022		2023		2024		Thereafter
Extended service warranties	$	15.8	$	20.1	$	19.1	$	17.9	$	16.7	$	15.6	$	120.1

Change in Contract Liabilities

A summary of the change in contract liabilities for the three months ended March 31, follows:

(in millions)	2019		2018
Balance as of January 1	$	227.4	$	215.8
Revenue recognized	(12.8)		(14.9)
Revenue deferred	15.6		18.2
Acquired liabilities	—		0.1
Balance as of Balance as of March 31	$	230.2	$	219.2

Schedule of Change in Contract Assets

A summary of the change in contract assets for the three months ended March 31, follows:

(in millions)	2019		2018
Balance as of January 1	$	44.7	$	—
Adoption of ASC 606	—		22.8
Revenue recognized and unbilled	58.1		33.8
Revenue billed	(44.7)		(22.8)
Balance as of March 31	$	58.1	$	33.8

Reconciliation of Disaggregated Revenue

A summary of revenues disaggregated by major end-market industries and reconciliation of disaggregated revenue by segment follows:

	Three Months Ended March 31, 2019
(in millions)	CCM		CIT		CFT		CBF		Total
General construction	$	621.6	$	—	$	—	$	—	$	621.6
Aerospace	—		173.8		—		4.6		178.4
Heavy equipment	27.2		—		—		75.2		102.4
Transportation	—		—		32.3		9.2		41.5
Medical	—		31.0		—		—		31.0
General industrial and other	22.3		41.6		30.8		2.3		97.0
Total revenues	$	671.1	$	246.4	$	63.1	$	91.3	$	1,071.9
	Three Months Ended March 31, 2018
(in millions)	CCM		CIT		CFT		CBF		Total
General construction	$	546.3	$	—	$	—	$	—	$	546.3
Aerospace	—		154.8		—		6.3		161.1
Heavy equipment	26.2		—		—		79.2		105.4
Transportation	—		—		33.2		9.8		43.0
Medical	—		34.7		—		—		34.7
General industrial and other	26.1		34.8		30.3		3.0		94.2
Total revenues	$	598.6	$	224.3	$	63.5	$	98.3	$	984.7

Revenues by Geographic Area

A summary of revenues based on the country to which the product was delivered and reconciliation of disaggregated revenue by segment follows:

	Three Months Ended March 31, 2019
(in millions)	CCM		CIT		CFT		CBF		Total
United States	$	591.2	$	182.1	$	28.0	$	32.5	$	833.8
International:
Europe	52.1		18.4		13.1		30.5		114.1
Asia	4.1		23.8		19.0		20.4		67.3
Canada	17.5		1.1		1.6		0.5		20.7
Mexico	0.4		12.4		0.5		3.3		16.6
Middle East and Africa	3.4		7.3		0.6		0.4		11.7
Other	2.4		1.3		0.3		3.7		7.7
Total international	79.9		64.3		35.1		58.8		238.1
Total revenues	$	671.1	$	246.4	$	63.1	$	91.3	$	1,071.9
	Three Months Ended March 31, 2018
(in millions)	CCM		CIT		CFT		CBF		Total
United States	$	529.0	$	155.6	$	25.6	$	41.5	$	751.7
International:
Europe	39.4		22.3		13.3		30.3		105.3
Asia	5.2		22.9		19.8		18.9		66.8
Canada	18.4		1.1		1.6		0.7		21.8
Mexico	0.9		12.0		2.1		3.6		18.6
Middle East and Africa	3.1		7.6		0.6		0.2		11.5
Other	2.6		2.8		0.5		3.1		9.0
Total international	69.6		68.7		37.9		56.8		233.0
Total revenues	$	598.6	$	224.3	$	63.5	$	98.3	$	984.7

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Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Compensation Expense

Stock-based compensation cost by award type follows:

(in millions)	Three Months Ended March 31,
	2019		2018
Stock option awards	$	3.1	$	2.0
Restricted stock awards	2.0		1.9
Performance share awards	1.6		1.7
Restricted stock units	1.3		1.4
Stock appreciation rights	0.8		—
Total stock-based compensation cost	$	8.8	$	7.0

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Exit and Disposal Activities (Tables)

3 Months Ended

Mar. 31, 2019

Restructuring and Related Activities [Abstract]

Summary of Exit and Disposal Activities

The Company's exit and disposal costs by activity follows:

(in millions)	Three Months Ended March 31,
	2019		2018
Employee severance and benefit arrangements	$	5.7	$	0.7
Lease termination cost	0.5		—
Relocation costs	0.1		0.2
Accelerated depreciation	—		0.8
Other restructuring costs	0.5		1.4
Total exit and disposal costs	$	6.8	$	3.1

The Company's exit and disposal activities costs by segment follows:

(in millions)	Three Months Ended March 31,
	2019		2018
Carlisle Interconnect Technologies	$	3.9	$	1.1
Carlisle Fluid Technologies	2.0		—
Carlisle Brake & Friction	0.7		2.0
Carlisle Construction Materials	0.2		—
Total exit and disposal costs	$	6.8	$	3.1

The Company's exit and disposal activities costs by financial statement line item follows:

(in millions)	Three Months Ended March 31,
	2019		2018
Cost of goods sold	$	3.6	$	2.3
Selling and administrative expenses	2.9		0.6
Other operating expense, net	0.2		0.2
Research and development expenses	0.1		—
Total exit and disposal costs	$	6.8	$	3.1

The Company's change in exit and disposal activities liability follows:

(in millions)	Total
Balance as of December 31, 2018	$	1.2
Charges	6.8
Cash payments	(1.9)
Balance as of March 31, 2019	$	6.1

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Inventories, net (Tables)

3 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

Components of Inventories

(in millions)	March 31, 2019		December 31, 2018
Raw materials	$	217.4	$	195.1
Work-in-process	69.5		59.5
Finished goods	263.7		236.5
Reserves	(35.9)		(33.6)
Inventories, net	$	514.7	$	457.5

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Goodwill and Other Intangible Assets, net (Tables)

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of changes in the carrying amount of goodwill

The changes in the carrying amount of goodwill, net by segment follows:

(in millions)	CCM		CIT		CFT		CBF1		Total
Balance as of December 31, 2018	$	532.8	$	643.1	$	169.5	$	96.4	$	1,441.8
Goodwill acquired during year2	63.0		—		—		—		63.0
Currency translation and other	(0.5)		0.1		0.3		0.1		—
Balance as of March 31, 2019	$	595.3	$	643.2	$	169.8	$	96.5	$	1,504.8

^1.CBF goodwill, net is presented net of accumulated impairment losses of $130.0 million recorded in 2016. No other segments have incurred impairment losses.

^2.Refer to Note 4 for further information on goodwill resulting from recent acquisitions.

Summary of other intangible assets, net

A summary of the Company's other intangible assets, net follows:

	March 31, 2019						December 31, 2018
(in millions)	Acquired Cost		Accumulated Amortization		Net Book Value		Acquired Cost		Accumulated Amortization		Net Book Value
Assets subject to amortization:
Customer relationships	$	920.5	$	(304.4)	$	616.1	$	843.8	$	(287.7)	$	556.1
Technology and intellectual property	273.7		(137.2)		136.5		268.8		(129.3)		139.5
Trade names and other	72.7		(18.8)		53.9		45.4		(16.4)		29.0
Assets not subject to amortization:
Trade names	243.0		—		243.0		243.1		—		243.1
Other intangible assets, net	$	1,509.9	$	(460.4)	$	1,049.5	$	1,401.1	$	(433.4)	$	967.7

Summary of the net book values of other intangible assets, net by reportable segment

The net book values of other intangible assets, net by reportable segment follows:

(in millions)	March 31, 2019		December 31, 2018
Carlisle Construction Materials	$	381.1	$	285.3
Carlisle Interconnect Technologies	304.8		313.4
Carlisle Fluid Technologies	277.1		280.9
Carlisle Brake & Friction	85.0		86.6
Corporate	1.5		1.5
Total	$	1,049.5	$	967.7

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Leases (Tables)

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Lease Cost

The components of lease cost for the three months ended March 31, follow:

(in millions)	2019
Operating lease cost	$	6.4
Variable lease cost	1.5
Short-term lease cost	0.7
Total lease cost	$	8.6

Summary of Lease Assets and Liabilities

A summary of lease assets and liabilities follows:

(in millions)	March 31, 2019
Assets:
Operating lease right-of-use assets1	$	69.6
Liabilities:
Operating lease liabilities - current2	21.9
Operating lease liabilities - long-term3	51.8
Total lease liabilities	$	73.7

^1.Included in other long-term assets.

^2.Included in accrued liabilities and other.

^3.Included in other long-term liabilities.

Maturity of Lease Liabilities

Maturity of lease liabilities as of March 31, 2019, follow:

(in millions)	Remainder of 2019		2020		2021		2022		2023		2024		Thereafter		Total
Lease payments	$	19.2	$	18.5	$	12.9	$	9.3	$	7.6	$	5.3	$	9.1	$	81.9
Less: imputed interest															(8.2)
Total lease liabilities															$	73.7

As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments for non-cancelable operating leases in future years would have been as follows:

(in millions)	2019		2020		2021		2022		2023		Thereafter
Future minimum lease payments	$	16.7	$	10.8	$	6.8	$	4.9	$	4.2	$	5.1

Lease Term and Discount Rate

Lease Term and Discount Rate

	March 31, 2019
Operating leases:
Weighted-average remaining lease term (in years)	5.0
Weighted-average discount rate	3.9	%

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Long-term Debt (Tables)

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Schedule of Long-term Debt

(in millions)					Fair Value1
	March 31, 2019		December 31, 2018		March 31, 2019		December 31, 2018
3.75% Notes due 2027	$	600.0	$	600.0	$	582.7	$	579.4
3.5% Notes due 2024	400.0		400.0		397.5		386.4
3.75% Notes due 2022	350.0		350.0		353.3		345.5
5.125% Notes due 2020	250.0		250.0		255.9		255.0
Unamortized discount, debt issuance costs, and other	(11.5)		(12.2)
Total long term-debt	$	1,588.5	$	1,587.8

^1.The fair value is estimated based on current yield rates plus the Company’s estimated credit spread available for financings with similar terms and maturities. Based on these inputs, the debt instruments are classified as Level 2 in the fair value hierarchy.

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Defined Benefit Plan (Tables)

3 Months Ended

Mar. 31, 2019

Retirement Benefits [Abstract]

Components of net periodic benefit cost

The components of net periodic benefit cost follows:

	Three Months Ended March 31,
(in millions)	2019		2018
Service cost	$	0.7	$	0.8
Interest cost	1.5		1.4
Expected return on plan assets	(2.4)		(2.6)
Amortization of unrecognized loss1	0.9		1.1
Net periodic benefit cost	$	0.7	$	0.7

^1.Includes amortization of unrecognized actuarial (gain) loss and prior service credits and excludes provision for income tax of $(0.2) million and $(0.3) million for the three months ended March 31, 2019, and 2018, respectively.

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Standard Product Warranties (Tables)

3 Months Ended

Mar. 31, 2019

Standard Product Warranty Disclosure [Abstract]

Change in Standard Product Warranty Liabilities

The change in standard product warranty liabilities for the three months ended March 31, follows:

(in millions)	2019		2018
Balance as of January 1	$	31.9	$	30.4
Current year provision	5.3		4.4
Current year claims	(4.5)		(3.7)
Currency translation	(0.1)		0.2
Balance as of March 31	$	32.6	$	31.3

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Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Designated and Non-designated Cash Flow Hedges

A summary of the Company's designated and non-designated cash flow hedges follows:

	March 31, 2019				December 31, 2018
(in millions)	Fair Value1		Notional Value		Fair Value1		Notional Value
Designated hedges	$	1.7	$	74.6	$	0.2	$	95.0
Non-designated hedges	(0.2)		60.3		0.1		49.9

^1.The fair value of foreign currency forward contracts is included in other current assets. The fair value was estimated using observable market inputs such as forward and spot prices of the underlying exchange rate pair. Based on these inputs, derivative assets and liabilities are classified as Level 2 in the fair value hierarchy.

Change in Accumulated Other Comprehensive Income Related to Cash Flow Hedges

The change in accumulated other comprehensive income (loss) related to cash flow hedges for the three months ended March 31, follows:

(in millions)	2019		2018
Balance as of January 1	$	(3.2)	$	(4.0)
Other comprehensive income before reclassifications	1.9		0.3
Amounts reclassified from accumulated other comprehensive loss	(0.3)		(0.1)
Other comprehensive income	1.6		0.2
Balance as of March 31	$	(1.6)	$	(3.8)

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New Accounting Pronouncements - Effects of Adopting ASU 2016-02 (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Condensed Consolidated Balance Sheet
Other current assets	$ 53.7	$ 75.3
Other long-term assets	97.7	22.9
Accrued liabilities and other	250.8	258.0
Other long-term liabilities	351.3	$ 266.5
Balances Without Adoption of ASU 2016-02
Condensed Consolidated Balance Sheet
Other current assets	54.2
Other long-term assets	28.1
Accrued liabilities and other	229.4
Other long-term liabilities	303.6
Effect of Change Higher (Lower)
Condensed Consolidated Balance Sheet
Other current assets	(0.5)
Other long-term assets	69.6
Accrued liabilities and other	21.4
Other long-term liabilities	$ 47.7

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Segment Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2019 USD ($) segment	Mar. 31, 2018 USD ($)
Net Sales, EBIT, Assets continuing operations by reportable segment
Number of reportable segments | segment	4
Revenues	$ 1,071.9	$ 984.7
Operating Income (Loss)	114.7	94.7
Corporate
Net Sales, EBIT, Assets continuing operations by reportable segment
Revenues	0.0	0.0
Operating Income (Loss)	(21.7)	(18.5)
Carlisle Construction Materials
Net Sales, EBIT, Assets continuing operations by reportable segment
Revenues	671.1	598.6
Operating Income (Loss)	92.9	75.8
Carlisle Interconnect Technologies
Net Sales, EBIT, Assets continuing operations by reportable segment
Revenues	246.4	224.3
Operating Income (Loss)	30.6	27.2
Carlisle Fluid Technologies
Net Sales, EBIT, Assets continuing operations by reportable segment
Revenues	63.1	63.5
Operating Income (Loss)	6.4	5.7
Carlisle Brake & Friction
Net Sales, EBIT, Assets continuing operations by reportable segment
Revenues	91.3	98.3
Operating Income (Loss)	6.5	4.5
Segment total
Net Sales, EBIT, Assets continuing operations by reportable segment
Revenues	1,071.9	984.7
Operating Income (Loss)	$ 136.4	$ 113.2

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Acquisitions (Details) - USD ($) $ in Millions		3 Months Ended
	Jan. 11, 2019	Mar. 31, 2019	Dec. 31, 2018
Recognized amounts of identifiable assets acquired and liabilities assumed:
Goodwill		$ 1,504.8	$ 1,441.8
Other Long-term Assets
Recognized amounts of identifiable assets acquired and liabilities assumed:
Indemnification asset	$ 5.2
Petersen Aluminum Corporation
Acquisitions
Percentage of ownership interest acquired	100.00%
Total cash consideration transferred	$ 207.2
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	5.2
Receivables, net	11.5
Inventories, net	39.5
Prepaid expenses and other current assets	2.1
Property, plant and equipment	17.8
Definite-lived intangible assets	109.3
Other long-term assets	9.5
Accounts payable	5.9
Income tax payable	(1.7)
Accrued liabilities and other	(8.7)
Other long-term liabilities	(12.4)
Deferred income taxes	(25.4)
Total identifiable net assets	144.2
Goodwill	63.0
Gross contractual accounts receivable acquired	11.6
Receivables not expected to be collected	0.1
Goodwill deductible for tax purposes	0.0
Indemnification asset	5.2
Petersen Aluminum Corporation | Acquired Technology
Recognized amounts of identifiable assets acquired and liabilities assumed:
Finite-lived intangible assets acquired	$ 3.1
Useful life of finite lived intangible assets	14 years
Petersen Aluminum Corporation | Customer relationships
Recognized amounts of identifiable assets acquired and liabilities assumed:
Finite-lived intangible assets acquired	$ 76.3
Useful life of finite lived intangible assets	12 years
Petersen Aluminum Corporation | Trade names
Recognized amounts of identifiable assets acquired and liabilities assumed:
Finite-lived intangible assets acquired	$ 29.9
Useful life of finite lived intangible assets	10 years
Carlisle Construction Materials
Recognized amounts of identifiable assets acquired and liabilities assumed:
Goodwill		595.3	$ 532.8
Carlisle Construction Materials | Petersen Aluminum Corporation
Acquisitions
Contribution to net sales since acquisition		35.5
Contribution to operating income since acquisition		$ (0.1)

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Discontinued Operations (Details) - USD ($) $ in Millions		3 Months Ended
	Mar. 20, 2018	Mar. 31, 2019	Mar. 31, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of discontinued operation		$ 0.0	$ 754.6
Carlisle Food Service Products
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of discontinued operation	$ 758.0

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Discontinued Operations - Results from Discontinued Operations (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Provision for income taxes	$ (2.0)	$ 47.3
Income from discontinued operations	$ 2.0	251.7
Carlisle Food Service Products
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues		69.5
Cost of goods sold		49.5
Other operating expenses, net		14.8
Operating income		5.2
Other non-operating (income) expense, net		0.0
Income from discontinued operations before income taxes		5.2
Gain on sale of discontinued operations		293.8
Provision for income taxes		47.3
Income from discontinued operations		$ 251.7

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Discontinued Operations - Summary of Cash Flows from Discontinued Operations (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Change in cash and cash equivalents from discontinued operations	$ 0.0	$ 1.3
Carlisle Food Service Products
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net cash provided by operating activities		0.6
Net cash used in investing activities		(8.1)
Net cash provided by financing activities (1)		8.8
Change in cash and cash equivalents from discontinued operations		$ 1.3

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Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Numerator:
Net income	$ 77.4	$ 57.9
Less: dividends declared	(23.3)	(23.1)
Undistributed earnings	$ 54.1	$ 34.8
Percent allocated to common shareholders	99.70%	99.30%
Undistributed earnings available to common shareholders	$ 53.9	$ 34.5
Add: dividends declared on common stock, restricted share units and vested and deferred restricted and performance shares	23.2	22.8
Income from continuing operations attributable to common shares	$ 77.1	$ 57.3
Denominator (in thousands):
Denominator for basic EPS: weighted-average common shares outstanding	57,547,000	61,684,000
Effect of dilutive securities:
Performance awards (in shares)	73,000	131,000
Stock options (in shares)	250,000	349,000
Denominator for diluted EPS: adjusted weighted-average common shares outstanding and assumed conversion	57,870,000	62,164,000
Per share income from continuing operations attributable to common shares:
Basic (in dollars per share)	$ 1.34	$ 0.93
Diluted (in dollars per share)	$ 1.33	$ 0.92
Basic weighted-average common shares outstanding	57,547,000	61,684,000
Basic weighted-average common shares outstanding, unvested restricted shares expected to vest and restricted share units	57,735,000	62,117,000
Percent allocated to common shareholders	99.70%	99.30%
Income (loss) from discontinued operations and net income
Income from discontinued operations attributable to common shareholders for basic and diluted earnings per share	$ 2.0	$ 250.0
Net income attributable to common shareholders for basic and diluted earnings per share	$ 79.1	$ 307.3
Antidilutive stock options excluded from EPS calculation (in shares)	340,000	564,000

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Revenue Recognition - Remaining Performance Obligation (Details) - Extended service warranties $ in Millions	Mar. 31, 2019 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total revenues	$ 15.8
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total revenues	20.1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total revenues	19.1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total revenues	17.9
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total revenues	16.7
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total revenues	15.6
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total revenues	$ 120.1

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Revenue Recognition - Timing of Revenue Recognition and Reconciliation of Disaggregate Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Disaggregation of Revenue [Line Items]
Revenues	$ 1,071.9	$ 984.7
United States
Disaggregation of Revenue [Line Items]
Revenues	833.8	751.7
Total international
Disaggregation of Revenue [Line Items]
Revenues	238.1	233.0
Europe
Disaggregation of Revenue [Line Items]
Revenues	114.1	105.3
Asia
Disaggregation of Revenue [Line Items]
Revenues	67.3	66.8
Canada
Disaggregation of Revenue [Line Items]
Revenues	20.7	21.8
Mexico
Disaggregation of Revenue [Line Items]
Revenues	16.6	18.6
Middle East and Africa
Disaggregation of Revenue [Line Items]
Revenues	11.7	11.5
Other
Disaggregation of Revenue [Line Items]
Revenues	7.7	9.0
General Construction
Disaggregation of Revenue [Line Items]
Revenues	621.6	546.3
Aerospace
Disaggregation of Revenue [Line Items]
Revenues	178.4	161.1
Heavy Equipment
Disaggregation of Revenue [Line Items]
Revenues	102.4	105.4
Transportation
Disaggregation of Revenue [Line Items]
Revenues	41.5	43.0
Medical
Disaggregation of Revenue [Line Items]
Revenues	31.0	34.7
General Industrial and Other
Disaggregation of Revenue [Line Items]
Revenues	97.0	94.2
Carlisle Construction Materials
Disaggregation of Revenue [Line Items]
Revenues	671.1	598.6
Carlisle Construction Materials | United States
Disaggregation of Revenue [Line Items]
Revenues	591.2	529.0
Carlisle Construction Materials | Total international
Disaggregation of Revenue [Line Items]
Revenues	79.9	69.6
Carlisle Construction Materials | Europe
Disaggregation of Revenue [Line Items]
Revenues	52.1	39.4
Carlisle Construction Materials | Asia
Disaggregation of Revenue [Line Items]
Revenues	4.1	5.2
Carlisle Construction Materials | Canada
Disaggregation of Revenue [Line Items]
Revenues	17.5	18.4
Carlisle Construction Materials | Mexico
Disaggregation of Revenue [Line Items]
Revenues	0.4	0.9
Carlisle Construction Materials | Middle East and Africa
Disaggregation of Revenue [Line Items]
Revenues	3.4	3.1
Carlisle Construction Materials | Other
Disaggregation of Revenue [Line Items]
Revenues	2.4	2.6
Carlisle Construction Materials | General Construction
Disaggregation of Revenue [Line Items]
Revenues	621.6	546.3
Carlisle Construction Materials | Aerospace
Disaggregation of Revenue [Line Items]
Revenues	0.0	0.0
Carlisle Construction Materials | Heavy Equipment
Disaggregation of Revenue [Line Items]
Revenues	27.2	26.2
Carlisle Construction Materials | Transportation
Disaggregation of Revenue [Line Items]
Revenues	0.0	0.0
Carlisle Construction Materials | Medical
Disaggregation of Revenue [Line Items]
Revenues	0.0	0.0
Carlisle Construction Materials | General Industrial and Other
Disaggregation of Revenue [Line Items]
Revenues	22.3	26.1
Carlisle Interconnect Technologies
Disaggregation of Revenue [Line Items]
Revenues	246.4	224.3
Carlisle Interconnect Technologies | United States
Disaggregation of Revenue [Line Items]
Revenues	182.1	155.6
Carlisle Interconnect Technologies | Total international
Disaggregation of Revenue [Line Items]
Revenues	64.3	68.7
Carlisle Interconnect Technologies | Europe
Disaggregation of Revenue [Line Items]
Revenues	18.4	22.3
Carlisle Interconnect Technologies | Asia
Disaggregation of Revenue [Line Items]
Revenues	23.8	22.9
Carlisle Interconnect Technologies | Canada
Disaggregation of Revenue [Line Items]
Revenues	1.1	1.1
Carlisle Interconnect Technologies | Mexico
Disaggregation of Revenue [Line Items]
Revenues	12.4	12.0
Carlisle Interconnect Technologies | Middle East and Africa
Disaggregation of Revenue [Line Items]
Revenues	7.3	7.6
Carlisle Interconnect Technologies | Other
Disaggregation of Revenue [Line Items]
Revenues	1.3	2.8
Carlisle Interconnect Technologies | General Construction
Disaggregation of Revenue [Line Items]
Revenues	0.0	0.0
Carlisle Interconnect Technologies | Aerospace
Disaggregation of Revenue [Line Items]
Revenues	173.8	154.8
Carlisle Interconnect Technologies | Heavy Equipment
Disaggregation of Revenue [Line Items]
Revenues	0.0	0.0
Carlisle Interconnect Technologies | Transportation
Disaggregation of Revenue [Line Items]
Revenues	0.0	0.0
Carlisle Interconnect Technologies | Medical
Disaggregation of Revenue [Line Items]
Revenues	31.0	34.7
Carlisle Interconnect Technologies | General Industrial and Other
Disaggregation of Revenue [Line Items]
Revenues	41.6	34.8
Carlisle Fluid Technologies
Disaggregation of Revenue [Line Items]
Revenues	63.1	63.5
Carlisle Fluid Technologies | United States
Disaggregation of Revenue [Line Items]
Revenues	28.0	25.6
Carlisle Fluid Technologies | Total international
Disaggregation of Revenue [Line Items]
Revenues	35.1	37.9
Carlisle Fluid Technologies | Europe
Disaggregation of Revenue [Line Items]
Revenues	13.1	13.3
Carlisle Fluid Technologies | Asia
Disaggregation of Revenue [Line Items]
Revenues	19.0	19.8
Carlisle Fluid Technologies | Canada
Disaggregation of Revenue [Line Items]
Revenues	1.6	1.6
Carlisle Fluid Technologies | Mexico
Disaggregation of Revenue [Line Items]
Revenues	0.5	2.1
Carlisle Fluid Technologies | Middle East and Africa
Disaggregation of Revenue [Line Items]
Revenues	0.6	0.6
Carlisle Fluid Technologies | Other
Disaggregation of Revenue [Line Items]
Revenues	0.3	0.5
Carlisle Fluid Technologies | General Construction
Disaggregation of Revenue [Line Items]
Revenues	0.0	0.0
Carlisle Fluid Technologies | Aerospace
Disaggregation of Revenue [Line Items]
Revenues	0.0	0.0
Carlisle Fluid Technologies | Heavy Equipment
Disaggregation of Revenue [Line Items]
Revenues	0.0	0.0
Carlisle Fluid Technologies | Transportation
Disaggregation of Revenue [Line Items]
Revenues	32.3	33.2
Carlisle Fluid Technologies | Medical
Disaggregation of Revenue [Line Items]
Revenues	0.0	0.0
Carlisle Fluid Technologies | General Industrial and Other
Disaggregation of Revenue [Line Items]
Revenues	30.8	30.3
Carlisle Brake & Friction
Disaggregation of Revenue [Line Items]
Revenues	91.3	98.3
Carlisle Brake & Friction | United States
Disaggregation of Revenue [Line Items]
Revenues	32.5	41.5
Carlisle Brake & Friction | Total international
Disaggregation of Revenue [Line Items]
Revenues	58.8	56.8
Carlisle Brake & Friction | Europe
Disaggregation of Revenue [Line Items]
Revenues	30.5	30.3
Carlisle Brake & Friction | Asia
Disaggregation of Revenue [Line Items]
Revenues	20.4	18.9
Carlisle Brake & Friction | Canada
Disaggregation of Revenue [Line Items]
Revenues	0.5	0.7
Carlisle Brake & Friction | Mexico
Disaggregation of Revenue [Line Items]
Revenues	3.3	3.6
Carlisle Brake & Friction | Middle East and Africa
Disaggregation of Revenue [Line Items]
Revenues	0.4	0.2
Carlisle Brake & Friction | Other
Disaggregation of Revenue [Line Items]
Revenues	3.7	3.1
Carlisle Brake & Friction | General Construction
Disaggregation of Revenue [Line Items]
Revenues	0.0	0.0
Carlisle Brake & Friction | Aerospace
Disaggregation of Revenue [Line Items]
Revenues	4.6	6.3
Carlisle Brake & Friction | Heavy Equipment
Disaggregation of Revenue [Line Items]
Revenues	75.2	79.2
Carlisle Brake & Friction | Transportation
Disaggregation of Revenue [Line Items]
Revenues	9.2	9.8
Carlisle Brake & Friction | Medical
Disaggregation of Revenue [Line Items]
Revenues	0.0	0.0
Carlisle Brake & Friction | General Industrial and Other
Disaggregation of Revenue [Line Items]
Revenues	$ 2.3	$ 3.0

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Revenue Recognition - Change in Contract Liabilities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenue from Contract with Customer [Abstract]
Balance, beginning	$ 227.4	$ 215.8
Revenue recognized	(12.8)	(14.9)
Revenue deferred	15.6	18.2
Acquired liabilities	0.0	0.1
Balance, ending	$ 230.2	$ 219.2

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Revenue Recognition - Change in Contract Assets (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenue from Contract with Customer [Abstract]
Balance, beginning	$ 44.7	$ 0.0
Adoption of ASC 606	0.0	22.8
Revenue recognized and unbilled	58.1	33.8
Revenue billed	(44.7)	22.8
Balance, ending	$ 58.1	$ 33.8

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Stock-Based Compensation (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pre-tax compensation expense	$ 8.8	$ 7.0
Stock compensation cost capitalized as inventory	0.9
Stock option awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pre-tax compensation expense	3.1	2.0
Restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pre-tax compensation expense	2.0	1.9
Performance share awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pre-tax compensation expense	1.6	1.7
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pre-tax compensation expense	1.3	1.4
Stock Appreciation Rights
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pre-tax compensation expense	0.8	$ 0.0
Non-U.S. Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pre-tax compensation expense	$ 1.8

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Exit and Disposal Activities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Restructuring Cost and Reserve [Line Items]
Exit and disposal costs	$ 6.8	$ 3.1
Carlisle Interconnect Technologies
Restructuring Cost and Reserve [Line Items]
Exit and disposal costs	3.9	1.1
Carlisle Interconnect Technologies | Employee Termination Benefits
Restructuring Cost and Reserve [Line Items]
Exit and disposal costs	3.5
Exit and disposal costs, expected to be incurred	8.5
Carlisle Fluid Technologies
Restructuring Cost and Reserve [Line Items]
Exit and disposal costs	2.0	0.0
Carlisle Brake & Friction
Restructuring Cost and Reserve [Line Items]
Exit and disposal costs	0.7	$ 2.0
Exit and disposal costs, aggregate expense recognized	19.4
Exit and disposal costs, expected to be incurred	20.9
Exit and disposal costs, remaining amount	$ 1.5

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Exit and Disposal Activities - Components of Exit and Disposal Activities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Restructuring Cost and Reserve [Line Items]
Employee severance and benefit arrangements	$ 5.7	$ 0.7
Lease termination cost	0.5	0.0
Accelerated depreciation	0.0	0.8
Relocation costs	0.1	0.2
Other restructuring costs	0.5	1.4
Total exit and disposal costs	6.8	3.1
Cost of goods sold
Restructuring Cost and Reserve [Line Items]
Total exit and disposal costs	3.6	2.3
Selling and administrative expenses
Restructuring Cost and Reserve [Line Items]
Total exit and disposal costs	2.9	0.6
Other operating (income) expense, net
Restructuring Cost and Reserve [Line Items]
Total exit and disposal costs	0.2	0.2
Research and development expenses
Restructuring Cost and Reserve [Line Items]
Total exit and disposal costs	0.1	0.0
Carlisle Interconnect Technologies
Restructuring Cost and Reserve [Line Items]
Total exit and disposal costs	3.9	1.1
Carlisle Fluid Technologies
Restructuring Cost and Reserve [Line Items]
Total exit and disposal costs	2.0	0.0
Carlisle Brake & Friction
Restructuring Cost and Reserve [Line Items]
Total exit and disposal costs	0.7	2.0
Carlisle Construction Materials
Restructuring Cost and Reserve [Line Items]
Total exit and disposal costs	$ 0.2	$ 0.0

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Exit and Disposal Activities - Exit and Disposal Activity Liability (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Restructuring Reserve [Roll Forward]
Balance, beginning	$ 1.2
Charges	6.8	$ 3.1
Cash payments	(1.9)
Balance, ending	6.1
Carlisle Interconnect Technologies
Restructuring Reserve [Roll Forward]
Charges	3.9	1.1
Carlisle Fluid Technologies
Restructuring Reserve [Roll Forward]
Charges	2.0	0.0
Carlisle Brake & Friction
Restructuring Reserve [Roll Forward]
Charges	0.7	2.0
Carlisle Construction Materials
Restructuring Reserve [Roll Forward]
Charges	$ 0.2	$ 0.0

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Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Tax Disclosure [Abstract]
Effective income tax rate on continuing operations (as a percent)		26.10%
Anticipated effective tax rate for beginning of year to date (as a percent)	23.60%	24.70%
Discrete income tax expense (benefit)		$ 1.1

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Inventories, net (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Raw materials	$ 217.4	$ 195.1
Work-in-process	69.5	59.5
Finished goods	263.7	236.5
Reserves	(35.9)	(33.6)
Inventories, net	$ 514.7	$ 457.5

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Goodwill and Other Intangible Assets, net - Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2016
Changes in the carrying amount of goodwill
Goodwill, Balance at the beginning of the period	$ 1,441.8
Goodwill acquired during the year	63.0
Currency translation and other	0.0
Goodwill, Balance at the end of the period	1,504.8
Carlisle Construction Materials
Changes in the carrying amount of goodwill
Goodwill, Balance at the beginning of the period	532.8
Goodwill acquired during the year	63.0
Currency translation and other	(0.5)
Goodwill, Balance at the end of the period	595.3
Carlisle Interconnect Technologies
Changes in the carrying amount of goodwill
Goodwill, Balance at the beginning of the period	643.1
Goodwill acquired during the year	0.0
Currency translation and other	0.1
Goodwill, Balance at the end of the period	643.2
Carlisle Fluid Technologies
Changes in the carrying amount of goodwill
Goodwill, Balance at the beginning of the period	169.5
Goodwill acquired during the year	0.0
Currency translation and other	0.3
Goodwill, Balance at the end of the period	169.8
Carlisle Brake & Friction
Changes in the carrying amount of goodwill
Goodwill, Balance at the beginning of the period	96.4
Goodwill acquired during the year	0.0
Currency translation and other	0.1
Goodwill, Balance at the end of the period	$ 96.5
Goodwill, accumulated impairment loss		$ 130.0

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Goodwill and Other Intangible Assets, net - Other Intangibles and Amortization (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Other intangible assets
Accumulated Amortization	$ (460.4)	$ (433.4)
Other intangible assets, net
Other intangible assets, Acquired Cost	1,509.9	1,401.1
Other intangible assets, net	1,049.5	967.7
Trade names
Assets not subject to amortization:
Trade names	243.0	243.1
Customer relationships
Other intangible assets
Acquired Cost	920.5	843.8
Accumulated Amortization	(304.4)	(287.7)
Net Book Value	616.1	556.1
Technology and intellectual property
Other intangible assets
Acquired Cost	273.7	268.8
Accumulated Amortization	(137.2)	(129.3)
Net Book Value	136.5	139.5
Trade Names and Other
Other intangible assets
Acquired Cost	72.7	45.4
Accumulated Amortization	(18.8)	(16.4)
Net Book Value	$ 53.9	$ 29.0

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Goodwill and Other Intangible Assets, net - Net Carrying Value of Other Intangibles (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Net book value of other intangible assets by the reportable segment
Other intangible assets, net	$ 1,049.5	$ 967.7
Carlisle Construction Materials
Net book value of other intangible assets by the reportable segment
Other intangible assets, net	381.1	285.3
Carlisle Interconnect Technologies
Net book value of other intangible assets by the reportable segment
Other intangible assets, net	304.8	313.4
Carlisle Fluid Technologies
Net book value of other intangible assets by the reportable segment
Other intangible assets, net	277.1	280.9
Carlisle Brake & Friction
Net book value of other intangible assets by the reportable segment
Other intangible assets, net	85.0	86.6
Corporate
Net book value of other intangible assets by the reportable segment
Other intangible assets, net	$ 1.5	$ 1.5

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- Lease Contracts (Details)	Mar. 31, 2019
Minimum
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	1 year
Lessee, Operating Lease, Renewal Term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	11 years
Lessee, Operating Lease, Renewal Term	20 years

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- Lease Cost (Details) $ in Millions	3 Months Ended
	Mar. 31, 2019 USD ($)
Leases [Abstract]
Operating lease cost	$ 6.4
Variable lease cost	1.5
Short-term lease cost	0.7
Total lease cost	$ 8.6

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- Summary of Lease Assets and Liabilities (Details) $ in Millions	Mar. 31, 2019 USD ($)
Leases [Abstract]
Operating lease right-of-use assets	$ 69.6
Operating lease liabilities - current	21.9
Operating lease liabilities - long-term	51.8
Total lease liabilities	$ 73.7

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- Maturity of Lease Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Leases [Abstract]
Remainder of 2019	$ 19.2
2020	18.5
2021	12.9
2022	9.3
2023	7.6
Thereafter	9.1
Total	81.9
Less: imputed interest	(8.2)
Total lease liabilities	$ 73.7
Leases Under Previous Standard [Abstract]
2019		$ 16.7
2020		10.8
2021		6.8
2022		4.9
2023		4.2
Thereafter		$ 5.1

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- Lease Term and Discount Rate (Details)	Mar. 31, 2019
Leases [Abstract]
Weighted-average remaining lease term (in years)	5 years
Weighted-average discount rate (percent)	3.90%

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- Supplemental Cash Flow Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2019 USD ($)
Leases [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities	$ 5.8
Right-of-use asset obtained in exchange for operating lease liability	$ 70.1

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Long-term Debt (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Borrowings
Unamortized discount, debt issuance costs, and other	$ (11,500,000)	$ (12,200,000)
Long-term debt	1,588,500,000	1,587,800,000
Letters of credit outstanding	26,200,000	26,000,000.0
3.75% senior notes due 2027
Borrowings
Long-term debt, carrying amount	$ 600,000,000.0	$ 600,000,000.0
Interest rate (as a percent)	3.75%	3.75%
3.75% senior notes due 2027 | Significant Observable Inputs (Level 2)
Borrowings
Fair value of notes	$ 582,700,000	$ 579,400,000
3.5% senior notes due 2024
Borrowings
Long-term debt, carrying amount	$ 400,000,000.0	$ 400,000,000.0
Interest rate (as a percent)	3.50%	3.50%
3.5% senior notes due 2024 | Significant Observable Inputs (Level 2)
Borrowings
Fair value of notes	$ 397,500,000	$ 386,400,000
3.75% senior notes due 2022
Borrowings
Long-term debt, carrying amount	$ 350,000,000.0	$ 350,000,000.0
Interest rate (as a percent)	3.75%	3.75%
3.75% senior notes due 2022 | Significant Observable Inputs (Level 2)
Borrowings
Fair value of notes	$ 353,300,000	$ 345,500,000
5.125% senior notes due 2020
Borrowings
Long-term debt, carrying amount	$ 250,000,000.0	$ 250,000,000.0
Interest rate (as a percent)	5.125%	5.125%
5.125% senior notes due 2020 | Significant Observable Inputs (Level 2)
Borrowings
Fair value of notes	$ 255,900,000	$ 255,000,000.0
Revolving credit facility
Borrowings
Borrowings under the facility	0
Repayments of the facility	0
Revolving credit facility	0	0
Availability under revolving line of credit	1,000,000,000.0	$ 1,000,000,000.0
Letter of credit | Credit Agreement
Borrowings
Maximum borrowing capacity	80,000,000.0
Availability under revolving line of credit	$ 56,100,000

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Defined Benefit Plan - Defined Benefit Plan (Details) - Defined Benefit Plans - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Components of net periodic benefit cost
Service cost	$ 0.7	$ 0.8
Interest cost	1.5	1.4
Expected return on plan assets	(2.4)	(2.6)
Amortization of unrecognized loss	0.9	1.1
Net periodic benefit cost	0.7	0.7
Amortization of unrecognized loss, tax	$ (0.2)	$ (0.3)

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Standard Product Warranties (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Standard Product Warranty Accrual
Beginning reserve	$ 31.9	$ 30.4
Current year provision	5.3	4.4
Current year claims	(4.5)	(3.7)
Currency translation	(0.1)	0.2
Ending reserve	$ 32.6	$ 31.3

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Financial Instruments (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Cash
Derivative Financial Instruments
Deferred compensation, Rabbi Trust	$ 11.4	$ 10.7
Short-term Investments
Derivative Financial Instruments
Deferred compensation, Rabbi Trust	5.5	4.3
Foreign Exchange Forward | Designated as Hedging Instrument
Derivative Financial Instruments
Fair value	1.7	0.2
Notional amount	74.6	95.0
Foreign Exchange Forward | Not Designated as Hedging Instrument
Derivative Financial Instruments
Fair value	(0.2)	0.1
Notional amount	$ 60.3	$ 49.9
Maximum | Foreign Exchange Forward | Not Designated as Hedging Instrument
Derivative Financial Instruments
Maturity term	1 year
Maximum | Cash Flow Hedging | Foreign Exchange Forward | Designated as Hedging Instrument
Derivative Financial Instruments
Maturity term	1 year

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Financial Instruments - Changes in AOCI Related to Cash Flow Hedges (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Change in AOCI [Roll Forward]
Balance, beginning	$ (122.1)
Other comprehensive income	6.2	$ 23.3
Balance, ending	(115.9)
Accumulated Foreign Currency Adjustment
Change in AOCI [Roll Forward]
Balance, beginning	(3.2)	(4.0)
Other comprehensive income before reclassifications	1.9	0.3
Amounts reclassified from accumulated other comprehensive loss	(0.3)	(0.1)
Other comprehensive income	1.6	0.2
Balance, ending	$ (1.6)	$ (3.8)

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Subsequent Events (Details) $ in Millions	Apr. 01, 2019 USD ($)
Subsequent Event | MicroConnex Corporation
Subsequent Event [Line Items]
Total cash consideration transferred	$ 46.0