CARLISLE COMPANIES INC - Annual Report: 2015 (Form 10-K)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Commission file number 1-9278

CARLISLE COMPANIES INCORPORATED
(Exact name of registrant as specified in its charter)

         Securities registered pursuant to Section 12(b) of the Act:

         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.

         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

         The aggregate market value of the shares of common stock of the registrant held by non-affiliates was approximately $6.2 billion based upon the closing price of the common stock on the New York Stock Exchange on June 30, 2015.

         As of February 4, 2016, 64,194,432 shares of common stock of the registrant were outstanding;

DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 18, 2016 are incorporated by reference in Part III.

Part I

Item 1.    Business.

Overview

        Carlisle Companies Incorporated ("Carlisle", the "Company", "we", "us" or "our") 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 11605 North Community House Road, Suite 600, 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 of highly-engineered products in the various niche markets it serves. 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 the Company's 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.

        The Company utilizes its Carlisle Operating System ("COS"), a manufacturing structure and strategy deployment system based on lean enterprise and six sigma principles, to drive operational improvements. COS is a continuous improvement process that defines the way the Company does business. Waste is eliminated and efficiencies improved enterprise wide, allowing the Company to increase 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 has created a culture of continuous improvement across all aspects of the Company's business operations.

        The Company has a long-standing acquisition strategy. Traditionally, the Company has 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 the Company in making an acquisition include consolidation opportunities, technology, customer dispersion, operating capabilities, and growth potential. The Company has also pursued the sale of operating divisions when it is determined they no longer fit within the Company's long-term goals or strategy.

        For more details regarding the acquisition and divestiture of the Company's businesses during the past three years, see "Part II—Item 7. Management's Discussion and Analysis of Financial Condition

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and Results of Operations—Acquisitions" and Notes 3 and 4 to the Consolidated Financial Statements in Item 8.

        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:

Financial Information about Industry Segments

Description of Businesses by Segment

Carlisle Construction Materials ("CCM" or the "Construction Materials segment")

        The Construction Materials segment manufactures and sells rubber ("EPDM"), thermoplastic polyolefin ("TPO"), and polyvinyl chloride membrane ("PVC") roofing systems. In addition, CCM markets and sells accessories purchased from third party suppliers. CCM also manufactures and distributes energy-efficient rigid foam insulation panels for substantially all roofing applications. Roofing materials and insulation are sold together in warranted systems or separately in non-warranted systems to the new construction, re-roofing and maintenance, general construction, and industrial markets. Through its coatings and waterproofing operation, this segment manufactures and sells liquid and spray-applied waterproofing membranes, vapor and air barriers, and HVAC duct sealants and

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hardware for the commercial and residential construction markets. The majority of CCM's products are sold through a network of authorized sales representatives and distributors.

        CCM operates manufacturing facilities located throughout the United States, its primary market, and in Germany, the Netherlands, and Romania. Insulation facilities are located in Montgomery, New York, Franklin Park, Illinois, Lake City, Florida, Terrell, Texas, Smithfield, Pennsylvania, Tooele, Utah, and Puyallup, Washington. EPDM manufacturing operations are located in Carlisle, Pennsylvania, Greenville, Illinois, Kampen, Netherlands, and in Hamburg and Waltershausen, Germany. TPO facilities are located in Senatobia, Mississippi, Tooele, Utah, and Carlisle, Pennsylvania. Coatings and waterproofing manufacturing operations include four production facilities in North America. Block molded expanded polystyrene, or EPS, operations include nine production and fabrication facilities across the United States. CCM completed construction of a PVC manufacturing plant in Greenville, Illinois, in 2013 and began production in the first quarter of 2014.

        Raw materials for this segment include EPDM polymer, TPO polymer, carbon black, processing oils, solvents, asphalt, methylene diphenyldiisocyanate, polyol, polyester fabric, black facer paper, oriented strand board, clay, and various packaging materials. Critical raw materials generally have at least two vendor sources to better assure adequate supply. For raw materials that are single sourced, the vendor typically has multiple processing facilities.

        Sales and earnings for CCM tend to be somewhat higher in the second and third quarters due to increased construction activity during those periods.

        The working capital practices for this segment include:

(i)

Standard accounts receivable payment terms of 45 days to 90 days.



(ii)

Standard accounts payable payment terms of 30 days to 60 days.



(iii)

Inventories are maintained in sufficient quantities to meet forecasted demand.

        CCM serves a large and diverse customer base; however, in 2015 two distributor customers represented approximately 34% of this segment's net sales, one of which, Beacon Roofing Supply, Inc., represented 10% of the Company's consolidated net sales. The loss of either of these customers could have a material adverse effect on this segment's and the Company's results of operations and operating cash flows in the affected reporting period, however, we consider it unlikely that such an event would have a material adverse effect on our financial position.

        This segment faces competition from numerous competitors that produce roofing, insulation, and waterproofing products for commercial and residential applications. The level of competition within this market varies by product line. As one of four major manufacturers in the niche single-ply industry, CCM competes through pricing, innovative products, long-term warranties, and customer service. CCM offers separately-priced extended warranty contracts on its installed roofing systems, ranging from five years to thirty years and, subject to certain exclusions, covering leaks in the roofing system attributable to a problem with the particular product or the installation of the product. In order to qualify for the warranty, the building owner must have the roofing system installed by an independent authorized roofing contractor trained by CCM to install its roofing systems.

Carlisle Interconnect Technologies ("CIT" or the "Interconnect Technologies segment")

        The Interconnect Technologies segment designs and manufactures 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. This segment operates manufacturing facilities in the United States, Switzerland, China, Mexico, and the United Kingdom, with the United States, Europe, and China being the primary target markets for sales. Sales are made by direct sales personnel and independent sales representatives.

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        Raw materials for this segment include gold, copper conductors that are plated with tin, nickel, or silver, polyimide tapes, polytetrafluoroethylene ("PTFE") tapes, PTFE fine powder resin, thermoplastic resins, stainless steel, beryllium copper rod, machined metals, plastic parts, and various marking and identification materials. Key raw materials are typically sourced worldwide and have at least two vendor sources to better assure adequate supply.

        Sales and earnings of the Interconnect Technologies segment are generally not seasonal in nature.

        The working capital practices for this segment include:

(i)

Standard accounts receivable payment terms of 30 days to 60 days.



(ii)

Standard accounts payable payment terms of 30 days to 60 days.



(iii)

Inventories are maintained in sufficient quantities to meet forecasted demand. The majority of CIT's sales are from made-to-order products, resulting in inventories purchased on demand.

        CIT serves a large and diverse customer base; however, in 2015 one customer represented 22% of this segment's net sales, but did not represent 10% of the Company's consolidated net sales. The loss of this customer could have a material adverse effect on this segment's net sales and cash flows.

        The Interconnect Technologies segment faces competition from numerous competitors within each of the markets that it serves. While product specifications, certifications, and life cycles vary by market, the Interconnect Technologies segment primarily positions itself to gain design specification for customer platforms or products with long life cycles and high barriers to entry such as in the aerospace and medical markets which generally have high standards for product certification as deemed by the Federal Aviation Administration (FAA) and Food and Drug Administration (FDA), respectively. The Interconnect Technologies segment competes primarily on the basis of its product performance and its ability to meet its customers' highly specific design, engineering, and delivery needs on a timely basis. Relative to many of its competitors that are large multi-national corporations, the Interconnect Technologies segment retains the ability to remain agile and respond quickly to customer needs and market opportunities. Pricing is a secondary buying criterion for most customers.

Carlisle Fluid Technologies ("CFT" or the "Fluid Technologies segment")

        On April 1, 2015, the Company acquired 100% of the Finishing Brands business from Graco Inc. ("Graco"). The Company has reported the results of the acquired business as a new reporting segment named Carlisle Fluid Technologies. The Fluid Technologies segment designs, manufactures, and sells highly-engineered liquid finishing equipment and system components primarily in the automotive, automotive refinishing, aerospace, agriculture, construction, marine, and rail industries. The business operates manufacturing and assembly facilities in the United States, Mexico, Brazil, the United Kingdom, Germany, China, and Japan, with nearly 60% of its sales outside the United States. The Fluid Technologies segment manufactures and sells products which are sold under the brand names of Binks®, DeVilbiss®, Ransburg®, and BGK®. The majority of sales into these industries are made through a worldwide network of distributors, national accounts, integrators, and some direct to end-user sales. These business relationships are managed primarily through direct sales personnel worldwide.

        Key raw materials for this segment include carbon and various grades of stainless steel, brass, aluminum, copper, machined metals, carbide, machined plastic parts, and polytetrafluoroethylene (PTFE). Key raw materials are typically sourced worldwide and have at least two vendor sources to better assure adequate supply.

        Sales and earnings of the Fluid Technologies segment are generally not seasonal in nature.

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        The working capital practices for this segment include:

(i)

Standard accounts receivable payment terms of 30 days to 90 days.



(ii)

Standard accounts payable payment terms of 30 days to 60 days.



(iii)

Inventories are maintained in sufficient quantities to meet forecasted demand.

        CFT serves a large and diverse customer base. The loss of any single customer would not have a material adverse effect on this segment's net sales and cash flows.

        The Fluid Technologies segment competes against both regional and international manufacturers. Major competitive factors include innovative designs, the ability to provide customers with lower cost of ownership than its competitors, dependable performance, and high quality at a competitive price. Fluid Technologies' ability to spray, mix, or deliver a wide range of coatings, applied uniformly in exact increments, is critical to the overall appearance and functionality of the finished product. The segment's installed base of global customers is supported by a worldwide distribution network with the ability to deliver critical spare parts and other services. Brands which are well recognized and respected internationally, combined with a diverse base of customers, applications, and industries served, positions the Fluid Technologies segment to continue designing patented, innovative equipment and solutions for customers across the globe.

Carlisle Brake & Friction ("CBF" or the "Brake & Friction segment")

        The Brake & Friction segment consists of off-highway braking systems and friction products for off-highway, on-highway, aircraft, and other industrial applications. CBF also includes the performance racing group which markets and sells high-performance motorsport braking products. The Brake & Friction segment manufactures and sells products which are sold under several brand names, such as Hawk®, Wellman®, and Velvetouch®. CBF's products are sold by direct sales personnel to Original Equipment Manufacturers ("OEMs"), mass merchandisers, and various wholesale and industrial distributors around the world, including North America, Europe, Asia, South America, and Africa. Key markets served include construction, agriculture, mining, aircraft, heavy truck, and performance racing. Manufacturing facilities are located in the United States, the United Kingdom, Italy, China, Japan, and India, where we have established a light manufacturing presence.

        The brake manufacturing operations require the use of various metal products such as castings, pistons, springs, and bearings. With respect to friction products, the raw materials used are fiberglass, phenolic resin, metallic chips, copper and iron powders, steel, custom-fabricated cellulose sheet, and various other organic materials. Raw materials are sourced worldwide to better assure adequate supply, and critical raw materials generally have at least two vendor sources.

        Earnings tend to be higher in the first half of the year due to product mix.

        The working capital practices for this segment include:

(i)

Standard accounts receivable payment terms of 30 days to 60 days.



(ii)

Standard accounts payable payment terms of 30 days to 90 days.



(iii)

Inventories are maintained in sufficient quantities to meet forecasted demand.

        CBF serves a large and diverse customer base; however, in 2015 one customer represented approximately 18% of this segment's net sales, but did not represent 10% of the Company's consolidated net sales. The loss of this customer could have a material adverse effect on this segment's net sales and cash flows.

        This segment competes globally against regional and international manufacturers. Few competitors participate in all served markets. A majority participate in only a few of CBF's served markets on a

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regional or global basis. Markets served are competitive and the major competitive factors include product performance, quality, product availability, and price. The relative importance of these competitive factors varies by market segment and channel.

Carlisle FoodService Products ("CFSP" or the "FoodService Products segment")

        The FoodService Products segment is a leading manufacturer, distributor, and seller of commercial foodservice and janitorial products with three main focus markets. CFSP is a leading provider of (i) tabletop dining supplies, table coverings, and display serving ware, (ii) food preparation, storage & handling and transport supplies and tools, and (iii) cleaning & sanitation tools and waste handling to restaurants, hotels, hospitals, nursing homes, business & industry work sites, education, and government facilities. CFSP's Dinex brand business is a leading provider of healthcare meal delivery systems for in-room and mobile dining for acute care hospital patients and senior assisted living residents. CFSP's Sanitary Maintenance Products group is the leading provider of Sparta brand cleaning brushes, floor care supplies, and waste handling for janitorial professionals managing commercial building, industrial, and institutional facilities cleaning and maintenance.

        CFSP operates manufacturing facilities in the United States and Mexico. Sales are primarily in North America. CFSP's product line is distributed from three primary distribution centers located in Charlotte, North Carolina, Oklahoma City, Oklahoma, and Batavia, Illinois, to wholesalers, distributors, and dealers. These distributor and dealer customers, in turn, sell to restaurant, hotel, and onsite foodservice operators and sanitary maintenance professionals. Distributors and dealer business relationships are managed through both direct sales personnel and subcontracted manufacturer representatives.

        Raw materials used by the FoodService Products segment include polymer resins, stainless steel, and aluminum. Key raw materials are sourced nationally from recognized suppliers of these materials.

        Sales in the FoodService Products segment tend to be marginally stronger in the second and third quarters.

        The working capital practices for this segment include:

(i)

Standard accounts receivable payment terms of 30 days to 60 days.



(ii)

Standard accounts payable payment terms of 30 days to 90 days.



(iii)

Inventories are maintained in sufficient quantities to meet forecasted demand.

        The FoodService Products segment serves a large and diverse customer base; however, in 2015 three distributor customers together represented 28% of this segment's net sales, none of which represented 10% of the Company's consolidated net sales. The loss of one of these customers could have a material adverse effect on this segment's net sales and cash flows.

        The FoodService Products segment is engaged in markets that are generally highly competitive, and competes equally on price, service, and product performance.

Principal Products

        The Company's products are discussed above and in Note 2 to the Consolidated Financial Statements in Item 8.

Intellectual Property

        The Company owns or holds the right to use a variety of patents, trademarks, licenses, inventions, trade secrets, and other intellectual property rights. The Company has adopted a variety of measures

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and programs to ensure the continued validity and enforceability of its various intellectual property rights.

Backlog

        Backlog of orders generally is not a significant factor in most of the Company's businesses, as most of the Company's products have relatively short order-to-delivery periods. Backlog of orders was $389.6 million at December 31, 2015 and $376.3 million at December 31, 2014; however, not all of these orders are firm in nature.

Government Contracts

        At December 31, 2015, the Company had no material contracts that were subject to renegotiation of profits or termination at the election of the U.S. government.

Research and Development

        Research and development activities include the development of new product lines, the modification of existing product lines to comply with regulatory changes, and the research of cost efficiencies through raw material substitution and process improvements. The Company's research and development expenses were $42.8 million in 2015 compared to $33.8 million in 2014 and $29.3 million in 2013.

Environmental Matters

        See "Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Environmental" and Note 11 to the Consolidated Financial Statements in Item 8 for information regarding environmental matters.

Employees

        The Company had approximately 12,000 employees, none of whom were covered by a collective bargaining agreement, at December 31, 2015. The Company believes the state of its relationship with its employees is generally good.

International

        For foreign net sales and an allocation of the Company's assets, see Note 2 to the Consolidated Financial Statements in Item 8.

NYSE Affirmation

        On May 13, 2015, David A. Roberts, the Company's Chief Executive Officer, submitted to the New York Stock Exchange (the "NYSE") the Annual CEO Certification and certified therein that he was not aware of any violation by the Company of the NYSE's Corporate Governance listing standards.

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Item 1A.    Risk Factors.

        The Company's business, financial condition, results of operations, and cash flows can be affected by a number of factors including but not limited to those set forth below, those set forth in our "Forward Looking Statements" disclosure in Item 7, and those set forth elsewhere in this Annual Report on Form 10-K, any one of which could cause the Company's actual results to vary materially from recent results or from anticipated future results.

         Several of the market segments that the Company serves are cyclical and sensitive to domestic and global economic conditions.

        Several of the market segments in which the Company sells its products are, to varying degrees, cyclical, and may experience periodic downturns in demand. For example, the Brake & Friction segment is susceptible to downturns in the construction, agriculture, and mining industries, the Interconnect Technologies segment is susceptible to downturns in the commercial airline industry, and the Construction Materials segment is susceptible to downturns in the commercial construction industry. In addition, both the Interconnect Technologies segment and the Brake & Friction segment may be negatively impacted by reductions in military spending.

        Current uncertainty regarding global economic conditions may have an adverse effect on the businesses, results of operations, and financial condition of the Company and its customers, distributors, and suppliers. Among the economic factors which may affect performance are: manufacturing activity, commercial and residential construction, difficulties entering new markets, and general economic conditions such as inflation, deflation, interest rates, and credit availability. These effects may, among other things, negatively impact the level of purchases, capital expenditures, and creditworthiness of the Company's customers, distributors, and suppliers, and therefore, the Company's results of operations, margins, and orders. The Company cannot predict if, when, or how much worldwide economic conditions will improve. These conditions are highly unpredictable and beyond the Company's control. If these conditions deteriorate, however, the Company's business, financial condition, results of operations, and cash flows could be materially adversely affected.

         The Company's growth is partially dependent on the acquisition and successful integration of other businesses.

        The Company has a long standing acquisition program and expects to continue acquiring businesses. Typically, the Company considers acquiring bolt-ons. Acquisitions of this type involve numerous risks, which may include potential difficulties in integrating the business into existing operations; a failure to realize expected growth, synergies, and efficiencies; increasing dependency on the markets served by certain businesses; increased debt to finance the acquisitions or the inability to obtain adequate financing on reasonable terms.

        The Company also considers the acquisition of businesses which may operate independent of existing operations, and could increase the possibility of diverting management's attention from its existing operations.

        On April 1, 2015, the Company acquired 100% of the Finishing Brands business from Graco Inc. ("Graco"). The Company has reported the results of the acquired business as a new reporting segment named Carlisle Fluid Technologies. The successful integration of the business is dependent upon the realization of efficiencies and synergies. If these integration initiatives do not occur, there may be a negative effect on the Company's business, financial condition, results of operations, and cash flows.

        If the Company is unable to successfully integrate any acquired business or realize growth, synergies, and efficiencies that were expected when determining a purchase price, goodwill and other intangible assets acquired may be considered impaired, resulting in an adverse impact on the

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Company's results of operations. See "Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies" for a discussion of factors considered in the subsequent valuation of the Company's acquired goodwill and intangible assets.

         The Company has significant concentrations in the commercial construction market.

        For the year ended December 31, 2015, approximately 56% of the Company's revenues, and 63% of its EBIT (excluding Corporate expenses) were generated by the Construction Materials segment. Construction spending is affected by economic conditions, changes in interest rates, demographic and population shifts, and changes in construction spending by federal, state, and local governments. A decline in the commercial construction market, could adversely affect the Company's business, financial condition, results of operations, and cash flows. Additionally, adverse weather conditions such as heavy or sustained rainfall, cold weather, and snow can limit construction activity and reduce demand for roofing materials. Weather conditions can also be a positive factor, as demand for roofing materials may rise after harsh weather conditions due to the need for replacement materials.

        The Construction Materials segment competes through pricing, among other factors. Increased competition in this segment has and could continue to place negative pressure on operating results in future periods.

         The Company is subject to risks arising from international economic, political, legal, and business factors.

        The Company has increased, and anticipates that it will continue to increase, its presence in global markets. Approximately 25% of the Company's revenues in 2015 were generated outside the United States. The Company expects that this percentage will grow as the Company continues to expand its international sales efforts. In addition, to compete globally, all of the Company's segments operate business outside the United States.

        The Company's reliance on non-U.S. revenues and non-U.S. manufacturing bases exposes its business, financial condition, operating results, and cashflows to a number of risks, including price and currency controls; government embargoes or foreign trade restrictions; extraterritorial effects of U.S. laws such as the Foreign Corrupt Practices Act; expropriation of assets; war, civil uprisings, acts of terror, and riots; political instability; nationalization of private enterprises; hyperinflationary conditions; the necessity of obtaining governmental approval for new and continuing products and operations, currency conversion, or repatriation of assets; legal systems of decrees, laws, taxes, regulations, interpretations, and court decisions that are not always fully developed and that may be retroactively or arbitrarily applied; cost and availability of international shipping channels; and customer loyalty to local companies.

         The loss of, or a significant decline in business with, one or more of the Company's key customers could adversely affect the Company's business, financial condition, results of operations, and cash flows.

        The Company operates in several specialty niche markets in which a large portion of the segment's revenues are attributable to a few large customers. See "Item 1. Business—Overview—Description of Businesses by Segment" for discussion of customer concentrations by segment. A significant reduction in purchases by one or more of these customers could have a material adverse effect on the business, financial condition, results of operations, or cash flows of one or more of the Company's segments.

        Some of the Company's key customers enjoy significant purchasing power that may be used to exert pricing pressure on the Company. Additionally, as many of the Company's businesses are part of a long supply chain to the ultimate consumer, the Company's business, financial condition, results of operations, or cash flows could be adversely affected if one or more key customers elects to in-source the production of a product or products that the Company currently provides.

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         Raw Material costs are a significant component of the Company's cost structure and are subject to volatility.

        The Company utilizes petroleum-based products, steel, and other commodities in its manufacturing processes. Raw materials, including inbound freight, accounted for approximately 60% of the Company's cost of goods sold in 2015. Significant increases in the price of these materials may not be recovered through selling price increases and could adversely affect the Company's business, financial condition, results of operations, and cash flows. The Company also relies on global sources of raw materials, which could be adversely impacted by unfavorable shipping or trade arrangements and global economic conditions.

         If the Company or its business partners are unable to adequately protect the Company's information assets from cyber-based attacks or other security incidents, the Company's operations could be disrupted.

        The Company is increasingly dependent on information technology, including the internet, for the storage, processing, and transmission of its electronic, business-related, information assets. The Company leverages its internal information technology infrastructures, and those of its business partners, to enable, sustain, and support its global business interests. In the event that the Company or its business partners are unable to prevent, detect, and remediate cyber-based attacks or other security incidents in a timely manner, the Company's operations could be disrupted or the Company may incur financial or reputational losses arising from the theft, alteration, misuse, unauthorized disclosure, or destruction of its information assets.

         The Company may be impacted by new regulations related to conflict minerals.

        In August 2012, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC adopted new disclosure regulations for public companies that manufacture products that contain certain minerals and their derivatives known as conflict minerals, if these minerals are necessary to the functionality or production of the company's products. While the regulations do not require that a company discontinue the use of conflict minerals, the Company nevertheless may be impacted by the regulations. If one or more of the Company's key customers declares that it will become "conflict-free" the Company may be forced to re-evaluate the sourcing of certain of its raw materials or risk the loss of business with the customer. This could have the effect of limiting the pool of suppliers from which the Company sources its raw materials and the Company may be unable to obtain conflict-free raw materials at competitive prices, which could have a material adverse effect on the Company's business, financial condition, results of operations, or cash flows. Additionally, given the complex nature of the Company's supply chain and, in some cases, an extensive chain of custody for materials that the Company uses in its production processes, the Company may incur significant costs to comply with the disclosure requirements, including costs related to determining the source of any of the relevant minerals used in its products.

         Currency fluctuation could have a material impact on the Company's reported results of business operations.

        The Company's global net sales and other activities are translated into U.S. dollars for reporting purposes. The strengthening or weakening of the U.S. dollar could result in unfavorable translation effects as the results of transactions in foreign countries are translated into U.S. dollars. In addition, sales and purchases in currencies other than the U.S. dollar expose the Company to fluctuations in foreign currencies relative to the U.S. dollar. Increased strength of the U.S. dollar will decrease the Company's reported revenues or margins in respect of sales conducted in foreign currencies to the extent the Company is unable or determines not to increase local currency prices. Likewise, decreased strength of the U.S. dollar could have a material adverse effect on the cost of materials and products purchased overseas. Many of the Company's sales that are exported by its U.S. subsidiaries to foreign

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countries are denominated in U.S. dollars, reducing currency exposure. However, increased strength of the U.S. dollar may decrease the competitiveness of our U.S. subsidiaries' products that are sold in U.S. dollars within foreign locations.

         Increases in the cost of providing pension benefits and healthcare benefits could adversely affect the Company's business, financial condition, results of operations, and cash flows.

        Pension expense associated with the Company's defined benefit retirement plans may fluctuate significantly depending on future market performance of plan assets and changes in actuarial assumptions.

        Net income may be negatively impacted by a decrease in the rate of return on plan assets. Income or expense for the plans is calculated using actuarial valuations. Unfavorable changes in key economic indicators can change the assumptions. The most significant assumptions used are the discount rate and the expected long-term rate of return on plan assets. The key economic factors that affect the expense would also likely affect the amount of cash contributions to the core pension and post-employment plans.

        To help mitigate the fluctuation in future cash contributions to the core pension plan, the Company implemented a liability driven investment approach. This approach seeks to invest primarily in fixed income investments to match the changes in the plan liabilities that occur as a result of changes in the discount rate. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The established target allocation is 88% fixed income securities and 12% equity securities. Fixed income investments are diversified across core fixed income, long duration, and high yield bonds. Equity investments are diversified across U.S. and international stocks. Investment risk is measured and monitored on an ongoing basis through investment portfolio reviews, annual liability measures, and asset/liability studies.

        Additionally, the Company's business, financial condition, results of operations, and cash flows may be impacted by future increases in healthcare cost trends.

         Dispositions, failure to successfully complete dispositions, or restructuring activities could negatively affect the Company.

        From time to time, the Company, as part of its commitment to concentrate on its core business, may dispose of all or a portion of certain businesses. Such dispositions involve a number of risks and present financial, managerial, and operational challenges, including diversion of management attention from the Company's core businesses, increased expense associated with the dispositions, potential disputes with the customers or suppliers of the disposed businesses, potential disputes with the acquirers of the disposed businesses, and a potential dilutive effect on the Company's earnings per share. If dispositions are not completed in a timely manner there may be a negative effect on the Company's cash flows and/or the Company's ability to execute its strategy. See Note 4 in Item 8 for discussion of Assets Held for Sale and Discontinued Operations.

        Additionally, from time to time, the Company may undertake consolidation projects in an effort to reduce costs and streamline its operations. Such restructuring activities may divert management attention from the Company's core businesses, increase expenses on a short-term basis, and lead to potential disputes with the customers or suppliers of the affected businesses. If restructuring activities are not completed in a timely manner or if anticipated cost savings, synergies, and efficiencies are not realized there may be a negative effect on the Company's business, financial condition, results of operations, and cash flows.

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         The Company's operations are subject to regulatory risks.

        Certain products manufactured by our businesses operating in the aerospace and medical markets are subject to extensive regulation by the Federal Aviation Administration (FAA) and Food and Drug Administration (FDA), respectively. It can be costly and time-consuming to obtain and maintain regulatory approvals as well as maintain certifications to supply our products to OEM aerospace customers and to obtain regulatory approvals to market medical devices. Product approvals subject to regulations might not be granted for new devices on a timely basis, if at all. Proposed new regulations or changes to regulations could result in the need to incur significant additional costs to comply. Continued government scrutiny, including reviews of the FDA medical device pre-market authorization and post-market surveillance processes, may impact the requirements for our medical device interconnect components. Failure to effectively respond to changes to applicable laws and regulations or comply with existing and future laws and regulations may have a negative effect on the Company's business, financial condition, results of operations, and cash flows.

Item 1B.    Unresolved Staff Comments.

        None.

Item 2.    Properties.

        The number, location, and size of the Company's principal properties as of December 31, 2015 are shown on the following chart, by segment.

        In addition to the manufacturing plants and warehousing facilities listed above, we lease our corporate offices in Charlotte, NC and in Shanghai, China. We consider these principal properties, as well as the related machinery and equipment, to be well maintained and suitable and adequate for their intended purpose.

Item 3.    Legal Proceedings.

        Information pertaining to legal proceedings can be found in Note 11 to the Consolidated Financial Statements included in this Annual Report, and is incorporated by reference herein.

Item 4.    Mine Safety Disclosures.

        Not applicable.

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Part II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

        The Company's common stock is traded on the New York Stock Exchange. At December 31, 2015, there were 1,356 shareholders of record.

        Quarterly cash dividends paid and the high and low prices of the Company's stock on the New York Stock Exchange in 2015 and 2014 were as follows:

        The following table summarizes the Company's purchases of its common stock for the quarter ended December 31, 2015:

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Item 6.    Selected Financial Data.

Five-Year Summary

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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

Executive Overview

        We are a multi-national company that designs, manufactures and sells a wide range of products throughout North America, Western Europe, and the Asia Pacific region via the following segments:

•

Carlisle Construction Materials ("CCM" or the "Construction Materials segment");



•

Carlisle Interconnect Technologies ("CIT" or the "Interconnect Technologies segment");



•

Carlisle Fluid Technologies ("CFT" or the "Fluid Technologies segment");



•

Carlisle Brake & Friction ("CBF" or the "Brake & Friction segment"); and



•

Carlisle FoodService Products ("CFSP" or the "FoodService Products segment").

        We are focused on achieving profitable growth in these segments both organically, through new product development, product line extensions, and entering new markets, and through acquisitions of businesses that complement our existing technologies, products, and market channels. We have approximately 12,000 employees. We focus on obtaining profitable growth through:

•

Year-over-year improvement in sales, earnings before interest and income taxes ("EBIT") margins, net earnings and return on invested capital ("ROIC"),



•

Reduction of working capital (defined as receivables, inventories, net of accounts payable) as a percentage of net sales,



•

Globalization, and



•

Maintenance of a strong and flexible balance sheet.

        Resources are allocated among the operating companies based on management's assessment of their ability to obtain leadership positions and competitive advantages in the markets they serve.

        A key philosophy in how we drive profitable growth organically is the Carlisle Operating System ("COS"). COS is a manufacturing structure and strategy deployment system based on lean enterprise and six sigma principles and is a continuous improvement process that defines the way we do business. Waste is eliminated and efficiencies improved enterprise wide. Improvements are not limited to production areas, as COS also drives improvements in new product innovation, engineering, supply chain management, warranty, and product rationalization. COS has created a culture of continuous improvement across all aspects of the Company's business operations.

        Another key strategy in driving profitable growth is through acquisitions. We typically acquire businesses that are complementary to our existing segments and can be integrated into them. However, from time to time we may acquire new businesses that can operate independently from other segments. Factors we consider in making an acquisition include the ability of the acquired businesses to drive profitable growth in the future by increasing our EBIT margins, operating cash flows, and net earnings. We have also pursued the sale of businesses when it is determined they no longer fit within the Company's long-term goals or strategy.

        In connection with our growth and acquisition strategy, on April 1, 2015, the Company acquired the Finishing Brands business from Graco Inc. ("Graco") for total cash consideration of $598.9 million. The Company added a reportable segment, Fluid Technologies, to reflect the acquisition of Finishing Brands. Fluid Technologies is a global manufacturer and supplier of finishing equipment and systems serving diverse end markets for paints and coatings, including original equipment ("OE") automotive, automotive refinishing, aerospace, agriculture, construction, marine, rail, and other industrial applications. From the period beginning April 1, 2015 through December 31, 2015, Fluid Technologies has contributed net sales of $203.2 million and EBIT of $20.8 million to the Company's 2015 results.

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        For a more in-depth discussion of the results discussed in this "Executive Overview", please refer to the discussion on "Financial Reporting Segments" presented later in "Management's Discussion and Analysis of Financial Condition and Results of Operations".

        For the year ended December 31, 2015, net sales increased 11% to $3.54 billion, compared to $3.20 billion in the prior year, primarily reflecting sales from the acquired Finishing Brands and LHi businesses of 8.8%. Our organic net sales growth (defined as net sales excluding sales from acquired businesses within the last twelve months, as well as the impact of changes in foreign exchange rates) of 3.6% primarily reflected increased sales volumes at Construction Materials and Interconnect Technologies, partially offset by lower sales volume at Brake and Friction and lower selling price. Foreign currency fluctuations had a negative impact to net sales of 1.8%.

        For the year ended December 31, 2015, EBIT rose 23% to $501.9 million, primarily driven by lower raw material costs, particularly at Construction Materials related to materials that are tied to crude oil as well as related lower energy costs, lower labor and material usage costs from COS, lower per unit costs resulting from higher capacity utilization driven by higher net sales volume, and the aforementioned acquisitions. These positive impacts were partially offset by lower selling price. Carlisle's overall EBIT margin in 2015 rose 150 basis points to 14.2%, primarily reflecting lower raw material costs and lower labor and material usage costs from the Carlisle Operating System. Included in EBIT in 2015 was $10.7 million in non-recurring costs related to the acquisition of Finishing Brands. By comparison, included in EBIT in 2014 was $9.0 million in plant startup costs at Construction Materials and $3.5 million in costs related to the acquisition of LHi.

        For the year ended December 31, 2015, income from continuing operations, net of tax, of $319.6 million, or $4.82 per diluted share, grew 27% in 2015 from income of $251.7 million, or $3.83 per diluted share, in 2014. The increase was due to higher EBIT driven by the aforementioned factors. For more information regarding the change in income from continuing operations from 2014 to 2015, refer to the discussion below on "2015 Compared to 2014".

        For the year ended December 31, 2014, net sales increased 8.9% to $3.20 billion from net sales of $2.94 billion for the year ended December 31, 2013. Organic net sales in 2014 grew 7.9% primarily reflecting 11% organic net sales growth at Interconnect Technologies, on strong demand for aerospace applications, and organic net sales growth of 8.9% at Construction Materials, on strong demand for commercial roofing. Overall net sales at Brake & Friction and Foodservice Products grew modestly during 2014. The acquisition of LHi, that occurred on October 1, 2014, contributed $26.1 million, or 0.9%, to net sales in 2014.

        For the year ended December 31, 2014, EBIT grew 11% and EBIT margin increased 20 basis points to 12.7% reflecting lower per unit costs resulting from higher capacity utilization driven by higher net sales volume as well as lower labor and material usage costs from COS. These EBIT margin improvements were partially offset by lower selling price, and, at Construction Materials, higher plant startup and product line closing costs versus the prior year and higher freight expense.

        For the year ended December 31, 2014, income from continuing operations, net of tax increased 7.0% to $251.7 million, or $3.83 per diluted share, from income of $235.2 million, or $3.61 per diluted share, for the year ended December 31, 2013. Included in income from continuing operations for the year ended December 31, 2013 was a tax benefit of $11.8 million from the release of a deferred tax liability from an election in a foreign jurisdiction that resulted in an increase in the tax basis of an international operation. For more information regarding the change in income from continuing operations from 2013 to 2014, refer to the discussion below on "2014 Compared to 2013".

        In 2016, we expect total net sales growth to be in the mid-single digit percentage range. Net sales growth is expected to be primarily driven by growth at Interconnect Technologies, on higher demand for aerospace and medical connector applications, and growth at Fluid Technologies, reflecting new

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products and sales penetration initiatives. Growth in 2016 at Construction Materials is expected to reflect moderate growth in the commercial roofing market. While raw material costs are currently at lower levels than prior periods, and may decline further, the Company faces pricing pressure in a number of its markets that could impact selling price.

2015 Compared to 2014

Net Sales

        Net sales in 2015 grew 11% over the prior year primarily reflecting acquisition growth of 8.8% and organic net sales growth of 3.6%. The acquisition of the Finishing Brands business, reported in the Fluid Technologies segment, contributed $203.2 million, and the acquisition of LHi, reported in the Interconnect Technologies segment, contributed $79.0 million. Organic net sales growth of 3.6% in 2015 reflected 5.0% higher net sales volume, primarily at Construction Materials, partially offset by 1.4% lower selling price also from Construction Materials and within Interconnect Technologies. The negative 1.8% impact from fluctuations in foreign exchange was primarily attributable to the weaker Euro and Canadian Dollar versus the U.S. Dollar impacting the Construction Materials segment and the weaker Euro and British pound versus the U.S. Dollar impacting the Brake & Friction segment.

Net Sales by Geographic Area

        We have a long-term goal of achieving 30% of total net sales from outside the United States. Total net sales to customers located outside the United States increased from $762.3 million in 2014, or 23.8% of net sales, to $883.8 million in 2015, or 24.9% of net sales. The increase in global sales was primarily driven by contribution from the acquisition of the Finishing Brands business reported in the Fluid Technologies segment of $118.7 million. The increase in net sales to customers outside the United States also reflected higher sales volumes at Interconnect Technologies and contribution from the LHi acquisition. These increases were partially offset by the negative impact of foreign exchange fluctuations primarily at Construction Materials and Brake & Friction and lower net sales volume at Brake & Friction and Foodservice Products.

        The 66% increase in net sales into Asia in 2015 was primarily attributable to the aforementioned acquisitions. Approximately 30% of Fluid Technologies' net sales were to customers in Asia in 2015.

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Gross Margin

        In 2015, the increase in gross margin (gross profit expressed as a percentage of net sales) of 280 basis points was primarily driven by lower raw material costs at Construction Materials, lower labor and material usage costs from the Carlisle Operating System and lower per unit costs related to higher capacity utilization driven by higher sales volume. These positive impacts were partially offset by the aforementioned lower selling prices. Included in cost of goods sold in 2015 was $8.6 million in additional cost of goods sold from the acquisition of Finishing Brands reported in the Fluid Technologies segment resulting from recording acquired inventory at fair value. Included in gross profit and gross margin in 2014 was $1.6 million in cost of goods sold related to recording acquired inventory at estimated fair value for the LHi acquisition in the Interconnect Technologies segment, $9.0 million in plant startup and product line closing costs at Construction Materials related to startup of its PVC manufacturing operations and new TPO manufacturing facility, and $0.9 million in expense to discontinue production of Construction Materials' Insulfoam product line at its Smithfield, PA facility.

Selling and Administrative Expenses

        Selling and administrative expenses increased 22% versus the prior year primarily due to $67.0 million of expense from the acquired Finishing Brands and LHi businesses, higher selling costs primarily at Construction Materials on higher net sales volume, higher expense from increased staffing and performance-based incentive compensation costs at Construction Materials, and increased Corporate expenses. These increased expenses were partially offset by lower selling and administrative expense costs at Brake & Friction due to lower net sales volume and cost reduction efforts. During 2015, the Company incurred $2.1 million in transaction costs related to the Finishing Brands acquisition, of which $0.7 million was allocated to the Fluid Technologies segment and the remaining $1.4 million allocated to Corporate. By comparison, in 2014, the Company incurred $1.9 million in transaction expenses for the acquisition of LHi in the Interconnect Technologies segment.

        Selling and administrative expense as a percentage of Net sales increased 120 basis points to 13.0% as a result of the Fluid Technologies segment having a higher ratio of selling and administrative expense to net sales versus the other segments, in part due to the amortized cost of acquired intangible assets.

Research and Development Expenses

        The increase in Research and development expenses in 2015 versus the prior year reflected $4.3 of expense from acquired operations as well as increased activities related to new product development primarily in the Interconnect Technologies and Construction Materials segments.

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Other (Income) Expense, Net

        The change in Other (income) expense, net from 2014 to 2015 primarily reflected the non-recurrence of gains in 2014 consisting of final settlement proceeds of $0.9 million at Interconnect Technologies, related to the Thermax acquisition, and a $1.1 million gain at FoodService Products on the sale of its property in the Netherlands.

EBIT (Earnings Before Interest and Taxes)

        The growth in EBIT of 23% in 2015 versus the prior year was primarily attributable to the aforementioned lower raw material costs primarily at Construction Materials, lower per unit cost resulting from higher capacity utilization, lower labor and material usage costs from the Carlisle Operating System, and contribution from acquisitions.

Interest Expense, Net

        The increase in net Interest expense, net in 2015 versus the prior year primarily reflected a reduction in interest capitalized into property, plant and equipment in 2015 versus 2014, due to lower capital projects in 2015, and lower interest income as a result of lower cash on hand in 2015 versus 2014. During 2015, the Company used $598.9 million of its cash on hand to acquire Finishing Brands. The Company's cash balance declined from $730.8 million as of December 31, 2014, to $410.7 million as of December 31, 2015.

Income Taxes

        The 2015 effective income tax rate of 31.7% differs from the statutory rate primarily due to foreign earnings taxed at rates lower than the U.S. federal tax rate, the deduction for U.S. manufacturing activities, and the recognition of certain state tax attributes. The recognition of the state tax attributes, which is the primary driver of the decrease in the year over year tax rate, occurred as a result of a change in judgment due to new facts regarding the expected deferred tax asset realization from state tax loss and credit carryforwards for which the Company previously held a valuation allowance. We estimate our effective tax rate for 2016 will be approximately 33%.

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Income from Continuing Operations

        Income from continuing operations increased 27% in 2015 versus the prior year primarily due to higher EBIT as well as a lower effective tax rate in 2015 versus 2014.

Income (Loss) from Discontinued Operations

        Loss from discontinued operations for the year ended December 31, 2014 primarily reflected a net after-tax loss on the sale of the Transportation Products business arising from the final working capital adjustment.

Net Income

        The increase in net income during the year ended December 31, 2015 versus the prior year was primarily attributable to higher income from continuing operations.

2014 Compared to 2013

Net Sales

        Net sales in 2014 grew 8.9% over the prior year primarily reflecting organic net sales growth of 7.9% and acquisition growth of 0.9%. Organic net sales growth of 7.9% in 2014 reflected 9.1% higher net sales volume, partially offset by 1.2% lower selling price from Construction Materials and Interconnect Technologies. Overall organic net sales growth in 2014 was driven by 11% organic sales growth at Interconnect Technologies on strong aerospace demand and 8.9% net sales growth at Construction Materials driven by growth in commercial construction and commercial re-roofing. Brake & Friction and Foodservice Products both achieved modest increases in net sales volume in

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2014. The acquisition of LHi on October 1, 2014 reported in the Interconnect Technologies segment contributed $26.1 million to total net sales in 2014. Refer to the discussion below on "Acquisitions".

Net Sales by Geographic Area

        Total net sales to customers located outside the United States increased from $682.2 million in 2013, or 23.2% of net sales, to $762.3 million in 2014, or 23.8% of net sales. The 12% increase in net sales from outside the United States from 2013 to 2014 primarily reflected higher net sales by Construction Materials into Canada, Europe and Asia and by Interconnect Technologies into Asia, Europe and Mexico.

Gross Margin

        Gross margin in 2014 increased 30 basis points due to lower per unit costs related to higher capacity utilization driven by higher sales volume and lower labor and material usage costs from the Carlisle Operating System. These positive impacts were partially offset by lower selling price at Construction Materials, Interconnect Technologies and Brake & Friction, and higher costs at Construction Materials for plant startup, product line closing, freight expense and product warranty. Included in gross profit and gross margin in 2014 was $9.0 million in plant startup and product line closing costs at Construction Materials related to startup of its PVC manufacturing operations and new TPO manufacturing facility and $0.9 million in expense to discontinue production of its Insulfoam product line at its Smithfield, PA facility. These expenses in 2014 compared to $7.3 million in plant startup costs at Construction Materials in the same prior year period. Also included in gross profit and gross margin in 2014 were $0.8 million in restructuring costs related to the closure of our Akron plant in the Brake & Friction segment, as compared to restructuring costs of $0.9 million in the prior year.

        During 2014, we incurred $1.6 million in additional cost of goods sold from the acquisition of LHi reported in the Interconnect Technologies segment resulting from the fair valuation of acquired inventory. By comparison, during 2013, we incurred $1.1 million in additional cost of goods sold from the acquisition of Thermax reported in the Interconnect Technologies segment.

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Selling and Administrative Expenses

        Selling and administrative expenses increased 7.2% versus the prior year primarily reflecting higher selling and commission costs tied to higher sales, higher acquisition costs, increased performance based incentive compensation expense and investments in information security. Included in selling and administrative expenses in 2014 was $3.5 million of expenses from the LHi operations acquired in the Interconnect Technologies segment. During 2014, Interconnect Technologies incurred $1.9 million in transaction expenses connected to the acquisition of LHi.

Research and Development Expenses