SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| (Mark One) | ||
| ý | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010 | |
OR |
||
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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Commission file number 1-9278
CARLISLE COMPANIES INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
31-1168055 (I.R.S. Employer Identification No.) |
|
13925 Ballantyne Corporate Place, Suite 400, Charlotte, North Carolina 28277 (Address of principal executive office, including zip code) |
(704) 501-1100 (Telephone Number) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
|---|---|---|
| Common stock, $1 par value | New York Stock Exchange | |
| Preferred Stock Purchase Rights | New York Stock Exchange |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý
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 ý No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ý | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
As of January 31, 2011, 61,029,643 shares of common stock of the registrant were outstanding; the aggregate market value of the shares of common stock of the registrant held by non-affiliates was approximately $2,203,170,258 based upon the closing price of the common stock on the New York Stock Exchange on June 30, 2010.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 13, 2011 are incorporated by reference in Part III.
Part I
Item 1. Business
Overview
Carlisle Companies Incorporated ("Carlisle" or the "Company") was incorporated in 1986 in Delaware as a holding company for Carlisle Corporation, whose operations began in 1917, and its wholly-owned subsidiaries. Carlisle is a diversified manufacturing company consisting of five segments which manufacture and distribute a broad range of products. Additional information is contained in Items 7 and 8.
The Company's executive offices are located at 13925 Ballantyne Corporate Place, Suite 400, Charlotte, North Carolina. The Company's main telephone number is (704) 501-1100. The Company's Internet website address is www.carlisle.com. Through this Internet website (found in the "Investor Relations" link), the Company makes available free of charge its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and all amendments to those reports, as soon as reasonably practicable after these reports are electronically filed with or furnished to the Securities and Exchange Commission.
Management Philosophy/Business Strategy
The Company strives to be the market leader in the various niche markets we serve. The Company is dedicated to achieving low cost positions and providing service excellence based on, among other things, superior quality, on-time delivery and short cycle times.
The presidents of the various operating companies are given considerable autonomy and have a significant level of independent responsibility for their businesses and their performance. The Company believes that this structure encourages entrepreneurial action and enhances responsive decision making thereby enabling each operation to better serve its customers and react quickly to its customers' needs.
The Company's executive management role is to (i) provide general management oversight and counsel, (ii) manage our portfolio of businesses including identifying acquisition candidates and assisting in acquiring candidates identified by the operating companies, as well as identifying businesses for divestiture in an effort to optimize the portfolio, (iii) allocate and manage capital, (iv) evaluate and motivate operating management personnel, and (v) provide selected other services.
During 2008, the Company began the implementation of the Carlisle Operating System ("COS"), a manufacturing structure and strategy deployment system based on lean enterprise and six sigma principles. COS is a continuous improvement process and is redefining the way we do business. Waste is being eliminated and efficiencies improved enterprise wide, allowing us to increase our overall profitability. Improvements are not limited to production areas, as COS is also driving improvements in new product innovation, engineering, supply chain management, warranty and product rationalization. COS is creating a culture of continuous improvement across all aspects of our business operations.
Acquisitions and Divestitures
The Company has a long-standing acquisition strategy. Traditionally, we have focused on acquiring new businesses that can be added to existing operations, or "bolt-ons". In addition, the Company considers acquiring new businesses that can operate independently from other Carlisle companies. Factors considered by us in making an acquisition include consolidation opportunities, technology, customer dispersion, operating capabilities and growth potential.
For more details regarding the consolidation and divestiture of the Company's businesses during the past three years, see Notes 18 and 19 to the Consolidated Financial Statements in Item 8 and "Discontinued Operations," also in Item 1 below.
Information on the Company's revenues, earnings and identifiable assets for continuing operations by industry segment for the last three fiscal years is as follows (amounts in millions):
Financial Information about Industry Segments*
| |
2010 | 2009* | 2008* | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Sales to Unaffiliated Customers(1) |
|||||||||||
Carlisle Construction Materials |
$ | 1,223.6 | $ | 1,125.9 | 1,472.3 | ||||||
Carlisle Transportation Products |
684.8 | 633.5 | 803.3 | ||||||||
Carlisle Brake & Friction |
129.4 | 74.6 | 124.9 | ||||||||
Carlisle Interconnect Technologies |
251.1 | 180.5 | 197.9 | ||||||||
Carlisle FoodService Products |
238.8 | 243.6 | 266.2 | ||||||||
Total |
$ | 2,527.7 | $ | 2,258.1 | $ | 2,864.6 | |||||
Earnings Before Interest and Income Taxes |
|||||||||||
Carlisle Construction Materials |
$ | 159.2 | $ | 155.2 | $ | 151.1 | |||||
Carlisle Transportation Products |
21.7 | 53.4 | (40.8 | ) | |||||||
Carlisle Brake & Friction |
(0.9 | ) | 0.8 | 27.9 | |||||||
Carlisle Interconnect Technologies |
30.9 | 14.3 | 25.2 | ||||||||
Carlisle FoodService Products |
24.3 | 24.7 | 20.7 | ||||||||
Corporate(2) |
(39.1 | ) | (36.5 | ) | (31.0 | ) | |||||
Total |
$ | 196.1 | $ | 211.9 | $ | 153.1 | |||||
Identifiable Assets |
|||||||||||
Carlisle Construction Materials |
$ | 594.6 | $ | 572.4 | $ | 667.8 | |||||
Carlisle Transportation Products |
554.5 | 489.4 | 552.3 | ||||||||
Carlisle Brake & Friction |
662.0 | 82.5 | 87.2 | ||||||||
Carlisle Interconnect Technologies |
398.8 | 391.9 | 330.0 | ||||||||
Carlisle FoodService Products |
212.4 | 218.4 | 234.5 | ||||||||
Corporate(3) |
105.6 | 122.7 | 109.0 | ||||||||
Total |
$ | 2,527.9 | $ | 1,877.3 | $ | 1,980.8 | |||||