CSL 10-K Fiscal year ended Dec. 31, 2017

---

---

---

(1)	Includes general corporate expenses and other unallocated costs.

(2)	Consists primarily of pooled cash and cash equivalents.

---

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

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

•	Inventories are maintained in sufficient quantities to meet forecasted demand.

---

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

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

•	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.

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

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

•	Inventories are maintained in sufficient quantities to meet forecasted demand.

---

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

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

•	Inventories are maintained in sufficient quantities to meet forecasted demand.

---

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

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

•	Inventories are maintained in sufficient quantities to meet forecasted demand.

---

---

---

---

---

(1)	Represents the number of shares that can be repurchased under the Company’s stock repurchase program. On February 6, 2018, the Board approved an increase in the Company's stock repurchase program for up to 13.7 million shares.

---

•	Year‑over‑year improvement in sales, operating income margins, net earnings and return on invested capital (“ROIC”);

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

•	Globalization; and

•	Maintenance of a strong and flexible balance sheet.

---

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

---

---

---

---

---

(1)	Items affecting comparability include income tax related indemnification losses and (gains) losses on divestitures, refer to Items Affecting Comparability .

---

(1)	Items affecting comparability include acquisition related costs ( $9.5 million in 2017 ), refer to Items Affecting Comparability .

---

---

(1)	Items affecting comparability include exit and disposal and facility rationalization costs ( $18.0 million in 2017 and $11.3 million in 2016 ) and acquisition related costs ( $3.6 million in 2016 ), refer to Items Affecting Comparability .

(1)	Items affecting comparability include exit and disposal and facility rationalization costs ( $11.3 million in 2016 ) and acquisition related costs ( $3.6 million in 2016 and $0.3 million in 2015 ), refer to Items Affecting Comparability .

---

(1)	Items affecting comparability and include acquisition related costs ( $4.1 million in 2017 and $1.3 million in 2016 ), refer to Items Affecting Comparability .

(1)	Items affecting comparability include acquisition related costs ( $1.3 million in 2016 ), refer to Items Affecting Comparability .

---

(1)	Items affecting comparability include exit and disposal and facility rationalization costs ( $12.6 million in 2017 and $4.1 million in 2016 ) and acquisition related costs ( $0.1 million in 2016 ), refer to Items Affecting Comparability .

(1)	Items affecting comparability include exit and disposal and facility rationalization costs ( $4.1 million in 2016 ) and acquisition related costs ( $0.1 million in 2016 and $9.3 million in 2015 ), refer to Items Affecting Comparability .

---

(1)	Items affecting comparability include exit and disposal and facility rationalization costs ( $5.1 million in 2017 ), refer to Items Affecting Comparability .

---

(1)	Items affecting comparability include exit and disposal and facility rationalization costs ( $1.6 million in 2015 ), refer to Items Affecting Comparability .

(1)	Items affecting comparability include acquisition related costs ( $1.7 million in 2017 , $1.2 million in 2016 and $1.9 million in 2015 ), exit and disposal and facility rationalization costs ( $0.8 million in 2017 and $3.8 million in 2016 ) and gains on divestitures ( $0.3 million in 2016 ), refer to Items Affecting Comparability .

---

---

---

---

(1)	Future expected interest payments are calculated based on the stated rate for fixed rate debt as of December 31, 2017 .

(2)	The amount of $15.4 million in obligations for workers compensation claims reflects undiscounted estimated claims reported to the Company and incurred but not yet reported. Our estimate and the related timing is based upon actuarial assumptions and loss development factors and historical loss experience. Refer to Note 11 for further information.

(3)

The amount of $269.7 million in defined benefit plan payments reflects undiscounted estimated employee obligations under the Company’s qualified defined benefit pension plans. The estimated obligation is based upon plan provisions, increases to compensation levels and actuarial assumptions and mortality rate trends. Approximately $234.7 million of the $269.7 million in estimated obligations reflects projected benefit obligations under the Company’s qualified defined benefit plans. We maintain a trust in which plan assets of the trust are expected to fully fund the Company’s projected benefit obligations for its qualified defined benefit plans based upon their fair value measurement as of December 31, 2017 , and expected return on assets. Refer to Note 13 for further information.

---

---

•	Industry weighted-average cost of capital (“WACC”): We utilize a WACC relative to each reporting unit’s industry as the discount rate for estimated future cash flows. The WACC is intended to represent a rate of return that would be expected by a market place participant.

•	Revenue growth rates: We utilize a revenue growth rate based on historical growth patterns, industry analysis and management’s experience, which vary based on the reporting unit being evaluated.

•	Operating margins: We utilize historical and expected operating margins, which vary based on the projections of each reporting unit being evaluated.

---

•	Future revenue generated by product sales that utilize the trade name;

•	Royalty rate that would be paid if the asset was licensed from a third party; and

•	Discount rate utilized, which reflects the associated industry WACC (discussed above) plus a single asset risk premium.

---

•	pervasive evidence of an arrangement exists,

•	delivery has occurred,

•	the customer takes ownership and assumes risk of loss,

•	collection is probable at the time of sale and

•	the sales price is fixed or determinable.

---

---

---

---

---

---

---

---

---

---

---

---

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

---

Nature of Business

Carlisle Companies Incorporated, its wholly owned subsidiaries and their subsidiaries, referred to herein as the “Company” or “Carlisle,” is a global diversified company that designs, manufactures and markets a wide range of products that serve a broad range of markets including commercial roofing, energy, agriculture, mining, construction, aerospace and defense electronics, medical technology, transportation, general industrial, protective coatings, wood, auto refinishing and foodservice and healthcare sanitary maintenance. The Company markets its products as a component supplier to original equipment manufacturers, distributors and directly to end-users.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany transactions and accounts have been eliminated. During the fourth quarter of 2017, the Company revised (i) the Consolidated Statement of Earnings to include a subtotal of operating income, with non-operating (income) expense reflected as a separate line item below interest expense, net and (ii) its segment measure of profit and loss to operating income (previously earnings before interest and taxes). The Company has reclassified certain prior period amounts to conform to the current period presentation of operating income, including other operating (income) expense, operating income and other non-operating (income) expense in the Consolidated Statements of Earnings and operating income in Notes 2 and 19. These changes were made to better reflect the Company's results of operations and to be consistent with the change in the measure of operating performance evaluated by the Chief Operating Decision Maker, the Company's Chief Executive Officer.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“United States” or “U.S.”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash Equivalents

Highly liquid investments with a maturity of three months or less when acquired are considered cash equivalents.

Revenue Recognition

Revenues are recognized when persuasive evidence of an arrangement exists, goods have been shipped (or services have been rendered), the customer takes ownership and assumes risk of loss, collection is probable and the sales price is fixed or determinable.

Provisions for rights of return, discounts, rebates to customers and other adjustments are provided for at the time of sale as a deduction to revenue. Costs related to standard warranties are estimated at the time of sale and recorded as a component of cost of goods sold.

Shipping and Handling Costs

Costs incurred to physically transfer product to customer locations are recorded as a component of cost of goods sold. Charges passed on to customers are recorded into net sales.

Other Non-operating (Income) Expense

Other non-operating (income) expense primarily includes foreign currency exchange (gains) losses, indemnification (gains) losses associated with acquired businesses, (income) loss from equity method investments and (gains) losses on sales of a business.

---

Receivables and Allowance for Doubtful Accounts

Receivables are stated at net realizable value. The Company performs ongoing evaluations of its customers’ current creditworthiness, as determined by the review of their credit information to determine if events have occurred subsequent to the recognition of the revenue and related receivable that provides evidence that such receivable will be realized at an amount less than that recognized at the time of sale. Estimates of net realizable value are based on historical losses, adjusting for current economic conditions and, in some cases, evaluating specific customer accounts for risk of loss. The allowance for doubtful accounts was $ 6.6 million , $ 4.0 million and $ 4.7 million as of December 31, 2017 , 2016 and 2015 , respectively. Changes in economic conditions in specific markets in which the Company operates could have an effect on reserve balances required and on the ability to recognize revenue until cash is collected or collectability is probable.

Changes in the Company's allowance for doubtful accounts for the years ended December 31 follows:

(in millions)		2017				2016				2015
Balance as of January 1		$	4.0			$	4.7			$	4.8
Provision charged to expense		1.3				0.3				0.1
Amounts acquired		2.0				0.4				1.5
Amounts written off, net of recoveries		( 0.7		)		( 1.4		)		( 1.7		)
Balance as of December 31		$	6.6			$	4.0			$	4.7

Inventories

Inventories are valued at lower of cost and net realizable value with cost determined primarily on an average cost basis. Cost of inventories includes direct as well as certain indirect costs associated with the acquisition and production process. These costs include raw materials, direct and indirect labor and manufacturing overhead. Manufacturing overhead includes materials, depreciation and amortization related to property, plant and equipment and other intangible assets used directly and indirectly in the acquisition and production of inventory and costs related to the Company’s distribution network such as inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs and other such costs associated with preparing the Company’s products for sale.

Deferred Revenue and Extended Product Warranty

The Company offers extended warranty contracts on sales of certain products; the most significant being those offered on its installed roofing systems within the CCM segment. The term of these warranties range from five to 40 years. All revenue from the sale of these contracts is deferred and amortized on a straight‑line basis over the life of the contracts. The weighted average life of the contracts is approximately 19 years. Current costs of services performed under these contracts are expensed as incurred and included in cost of goods sold. The Company would record a reserve within accrued expenses if the total expected costs of providing services at a product line level exceed unearned revenues. Total expected costs of providing extended product warranty services are actuarially determined using standard quantitative measures based on historical claims experience and management judgment. Refer to Note 14 for additional information regarding deferred revenue and extended product warranties.

Property, Plant and Equipment

Property, plant and equipment are stated at cost including interest costs associated with qualifying capital additions. Costs allocated to property, plant and equipment of acquired companies are based on estimated fair value at the date of acquisition. Depreciation is principally computed on a straight‑line basis over the estimated useful lives of the assets. Depreciation includes the amortization of capital leases. Asset lives are generally 20 to 40 years for buildings, five to 15 years for machinery and equipment and two to 20 years for leasehold improvements. Leasehold improvements are amortized based on the shorter of the underlying lease term or the asset’s estimated useful life.

Valuation of Long‑Lived Assets

Long‑lived assets or asset groups, including amortizable intangible assets, are tested for impairment whenever events or circumstances indicate that the carrying amount of the asset or asset group may not be recoverable. The Company groups its long‑lived assets classified as held and used at the lowest level for which identifiable cash flows are largely independent of the cash flows from other assets and liabilities for purposes of testing for impairment. The Company’s

---

asset groupings vary based on the related business in which the long‑lived assets are employed and the interrelationship between those long‑lived assets in producing net cash flows; for example, multiple manufacturing facilities may work in concert with one another or may work on a stand‑alone basis to produce net cash flows. The Company utilizes its long‑lived assets in multiple industries and economic environments and its asset groupings reflect these various factors.

The Company monitors the operating and cash flow results of its long‑lived assets or asset groups classified as held and used to identify whether events and circumstances indicate the remaining useful lives of those assets should be adjusted or if the carrying value of those assets or asset groups may not be recoverable. Undiscounted estimated future cash flows are compared with the carrying value of the long‑lived asset or asset group in the event indicators of impairment are identified. If the undiscounted estimated future cash flows are less than the carrying amount, the Company determines the fair value of the asset or asset group and records an impairment charge in current earnings to the extent carrying value exceeds fair value. Fair values may be determined based on estimated discounted cash flows by prices for like or similar assets in similar markets or a combination of both.

Long‑lived assets or asset groups that are part of a disposal group that meets the criteria to be classified as held for sale are not assessed for impairment, but rather a loss is recorded against the disposal group if fair value, less cost to sell, of the disposal group is less than its carrying value.

Goodwill and Other Intangible Assets

Intangible assets are recognized and recorded at their acquisition date fair values. Intangible assets that are subject to amortization are amortized on a straight-line basis over their useful lives. Definite-lived intangible assets consist primarily of acquired customer relationships, patents and technology, certain trade names and non-compete agreements. The Company determines the useful life of its definite-lived intangible assets based on multiple factors including the size and make-up of the acquired customer base, the expected dissipation of those customers over time, the Company’s own experience in the particular industry, the impact of known trends such as technological obsolescence, product demand or other factors and the period over which expected cash flows are used to measure the fair value of the intangible asset at acquisition. The Company periodically re-assesses the useful lives of its definite-lived intangible assets when events or circumstances indicate that useful lives have significantly changed from the previous estimate.

Intangible assets with indefinite useful lives are not amortized but are tested annually, or more often if impairment indicators are present, for impairment via a one-step process by comparing the fair value of the intangible asset with its carrying value. If the intangible asset’s carrying value exceeds its fair value, an impairment charge is recorded in current earnings for the excess. The Company estimates the fair value of its indefinite-lived intangible assets based on the income approach utilizing the discounted cash flow method. The Company’s annual testing date for indefinite-lived intangible assets is October 1. The Company periodically re-assesses indefinite-lived intangible assets as to whether their useful lives can be determined and, if so, begins amortizing any applicable intangible asset.

Goodwill is not amortized but is tested annually, or more often if impairment indicators are present, for impairment at a reporting unit level. The Company’s annual testing date for goodwill is October 1. The Company has five reporting units, that align with its reportable segments.

Refer to Note 10 for additional information regarding goodwill and other intangible assets.

Lease Arrangements

The Company is a party to various lease arrangements that include scheduled rent increases, rent holidays or may provide for contingent rentals or incentive payments to be made to the Company as part of the terms of the lease. Scheduled rent increases and rent holidays are included in the determination of minimum lease payments when assessing lease classification and, along with any lease incentives, are included in rent expense on a straight‑line basis over the lease term. Scheduled rent increases that are dependent upon a change in an index or rate such as the consumer price index or prime rate are included in the determination of rental expense at the time the rate or index changes. Contingent rentals are excluded from the determination of minimum lease payments when assessing lease classification and are included in the determination of rent expense when the event that will require additional rents is considered probable. See Note 11 for additional information regarding rent expense.

---

Contingencies and Insurance Recoveries

The Company is exposed to losses related to various potential claims related to its employee obligations and other matters in the normal course of business, including commercial, employee or regulatory litigation. The Company records a liability related to such potential claims, both those reported to the Company and incurred but not yet reported, when probable and reasonably estimable. With respect to workers’ compensation obligations, the Company utilizes actuarial models to estimate the ultimate total cost of such claims, primarily based on historical loss experience and expectations about future costs of providing workers’ compensation benefits.

The Company maintains occurrence‑based insurance contracts related to certain contingent losses primarily workers’ compensation, medical and dental, general liability, property and product liability claims up to applicable retention limits as part of its risk management strategy. The Company records a recovery under these insurance contracts when such recovery is deemed probable. Refer to Note 11 for additional information regarding contingencies and insurance recoveries.

Pension

The Company maintains defined benefit pension plans primarily for certain domestic employees. The annual net periodic benefit cost and projected benefit obligations related to these plans are determined on an actuarial basis annually on December 31, unless a remeasurement event occurs in an interim period. This determination requires assumptions to be made concerning general economic conditions (particularly interest rates), expected return on plan assets, increases to compensation levels and mortality rate trends. Changes in the assumptions to reflect actual experience can result in a change in the net periodic benefit cost and projected benefit obligations.

The defined benefit pension plans’ assets are measured at fair value annually on December 31, unless a remeasurement event occurs in an interim period. The Company uses the market related valuation method to determine the value of plan assets for purposes of determining the expected return on plan assets component of net periodic benefit cost. The market related valuation method recognizes the change of the fair value of the plan assets over five years. If actual experience differs from these long-term assumptions, the difference is recorded as an actuarial gain (loss) and amortized into earnings over a period of time based on the average future service period, which may cause the expense related to providing these benefits to increase or decrease. Refer to Note 13 for additional information regarding these plans and the associated plan assets.

Income Taxes

Income taxes are recorded in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes , which includes an estimate of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.  Refer to Note 6 for additional information regarding income taxes including Staff Accounting Bulletin 118 (“SAB 118”) impacts.

Stock‑Based Compensation

The Company accounts for stock‑based compensation under the fair‑value method. Accordingly, equity classified stock‑based compensation cost is measured at the grant date, based on the fair value of the award and is recognized as expense over the requisite service period, which generally matches the stated vesting period of the award but may also be shorter if the employee is retirement‑eligible and under the award’s terms may fully vest upon retirement from the Company. The Company recognizes expense for awards that have graded vesting features under the graded vesting method, which considers each separately vesting tranche as though they were, in substance, multiple awards. Refer to Note 5 for additional information regarding stock-based compensation.

Foreign Currency Matters

The functional currency of the Company’s subsidiaries outside the United States is the currency of the primary economic environment in which the subsidiary operates. Assets and liabilities of these operations are translated to the U.S. Dollar at the exchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during the year. Translation adjustments arising from the use of differing exchange rates

---

from period to period are included as a component of shareholders’ equity in accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions and from the remeasurement of monetary assets and liabilities and associated income statement activity of foreign subsidiaries where the functional currency is the U.S. Dollar and the records are maintained in the local currency are included in other non-operating (income) expense, net.

Derivative Instruments and Hedge Accounting

From time-to-time, the Company may enter into derivative financial instruments to hedge various risks to cash flows or the fair value of recognized assets and liabilities, including those arising from fluctuations in foreign currencies, interest rates and commodities. The Company recognizes these instruments at the time they are entered into and measures them at fair value. For instruments that are designated and qualify as cash flow hedges under U.S. GAAP, the changes in fair value period-to-period, less any ineffective portion, are classified in accumulated other comprehensive income in the Consolidated Statements of Shareholders’ Equity, until the underlying transaction being hedged impacts earnings. Any ineffectiveness is recorded in current period income. For those instruments that are designated and qualify as fair value hedges under U.S. GAAP, the changes in fair value period-to-period of both the derivative instrument and underlying hedged item are recognized currently in earnings. For those instruments not designated or do not qualify as hedges under U.S. GAAP, the changes in fair value period-to-period are classified immediately in current period income, within other non-operating (income) expense, net within the Consolidated Statements of Earnings and Comprehensive Income. Refer to Note 18 for a description of the Company's current derivative instrument and hedging activities.

New Accounting Standards Adopted

Effective January 1, 2017, the Company adopted Accounting Standards Update (“ASU”) 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”).  The ASU simplifies several aspects of the accounting for stock compensation, including:

•	On a prospective basis, all income tax effects of awards are recognized in the statement of operations as tax expense or benefit at the time that the awards vest or are settled, which resulted in a $ 7.9 million discrete income tax benefit for 2017.

•	On a prospective basis, all income tax effects of awards are recognized in the statement of cash flows as only operating activities.

•	The cash paid to a tax authority when shares are withheld to satisfy the tax withholding obligation are classified as financing activities on the statement of cash flows on a retrospective basis. The adoption had no impact on cash flows presentation as the Company has historically presented these amounts as financing activities.

•

Companies are required to elect the method of accounting for forfeitures of share-based payments, either by recognizing such forfeitures as they occur or estimating the number of awards expected to be forfeited and adjusting such estimate when it is deemed likely to change. The Company elected to account for forfeitures as they occur and the adoption did not have a material impact on stock-based compensation expense.

Effective January 1, 2017, the Company adopted ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which simplifies how an entity is required to test goodwill for impairment by eliminating step 2 of the goodwill impairment test, which measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. Instead, entities should measure an impairment charge for the excess of carrying amount over the fair value of the respective reporting unit. The elimination of step 2 will reduce the complexity and cost of the subsequent measurement of goodwill.

Effective October 1, 2017, the Company adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”), which expands an entity's ability to hedge nonfinancial risk and financial risk components and reduces complexity in fair value hedges of interest rate risk. ASU 2017-12 eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in fair value of a hedging instrument to be presented in the same income statement line item as the hedged item. The guidance also ceases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. ASU 2017-12 requires the use of a modified retrospective approach for cash flow and net investment hedges that exist as of the date of adoption. The adoption of this standard did not have a significant impact on the Company's earnings, cash flows or financial position.

---

New Accounting Standards Issued But Not Yet Adopted

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 outlines a single, comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes the most current revenue recognition guidance issued by the FASB, including industry specific guidance. ASU 2014-09 provides accounting guidance for all revenue arising from contracts with customers and affects all entities that enter into contracts with customers to provide goods and services. The standard allows for either full retrospective or modified retrospective adoption. The company will adopt the standard, using the modified retrospective approach, for interim and annual periods beginning on January 1, 2018. ASU 2014-09 also requires entities to disclose both quantitative and qualitative information to enable users of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

To date, the Company's assessment has included (i) utilizing questionnaires to assist with identifying its revenue streams, (ii) performing sample contract analysis and (iii) assessing the identified differences in recognition and measurement that may result from adopting ASU 2014-09. The Company has made conclusions regarding separately-priced extended warranty contracts and variable consideration for four of its segments. The Company continues its analysis for the CIT segment with respect to (i) contracts with multi-year prospective volume rebates and (ii) whether certain contracts’ revenues will be recognized over time or at a point in time, but does not anticipate significant changes in its current revenue recognition pattern. Based on the evaluation to date, the Company does not anticipate the adoption of this standard will have a material impact on reported current net sales. However, given the Company's acquisition strategy within diverse business segments, including assessing the revenues from the recently acquired Accella Holdings LLC, there may be additional revenue streams acquired during the year of adoption that require evaluation to determine the impact on net sales. Further, the Company anticipates providing incremental disaggregated revenue disclosures, including net sales by end market in its Condensed Consolidated Financial Statements, beginning in the first quarter of 2018. The Company continues to evaluate the impact of a cumulative catch-up adjustment, if any, and does not expect it to be significant to the Consolidated Balance Sheet.

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 at the lease liability amount adjusted for lease prepayments, lease incentives received and initial direct costs. The lease liability and ROU asset are recognized in the balance sheet at the commencement of the lease. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. Classification will be based on criteria that are largely similar to those applied in current lease accounting. ASU 2016-02 is effective for the Company beginning January 1, 2019, and requires the use of a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period presented in the financial statements. The Company plans to adopt on January 1, 2019. The Company has not yet determined the impact of adopting the standard on the Consolidated Financial Statements.

In March 2017, the FASB issued ASU 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ( “ASU 2017-07”), which requires employers to include only the service cost component of net periodic pension cost and net periodic postretirement benefit cost in operating income, if such measure is presented. The other components of net benefit cost, including amortization of prior service cost/credit and settlement and curtailment effects, are to be included in non-operating income. ASU 2017-07 also stipulates that only the service cost component of net benefit cost is eligible for capitalization into inventory or other tangible assets. The effective date for adoption of this guidance is January 1, 2018, with early adoption permitted. The Company is currently evaluating the effect that this standard will have on the Consolidated Financial Statements, however does not believe this update will have a significant impact.

---

The Company has organized its operations into five 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 insulation materials, 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. 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 FoodService Products (“CFS”) —On February 1, 2018, the Company announced the signing of a definitive agreement to sell CFS (refer to Note 20). T he principal products of this segment include commercial and institutional foodservice permanentware, table coverings, cookware, catering equipment, fiberglass and composite material trays and dishes, industrial brooms, brushes, mops and rotary brushes for commercial and non‑commercial foodservice operators and sanitary maintenance professionals.

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 transportation, general industrial, protective coating, wood, specialty and auto refinishing 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.

As discussed in Note 1, during the fourth quarter of 2017, the Company revised its segment measure of profit and loss to operating income (previously earnings before interest and taxes).The Company has reclassified certain prior period amounts to conform to the current period presentation of operating income.

---

Summary financial information by reportable business segment for the years ended December 31 follows:

(in millions)		Net Sales				Operating Income					Assets				Depreciation and Amortization				Capital Spending
2017
Carlisle Construction Materials		$	2,336.2			$	421.9				$	1,898.6			$	41.9			$	61.0
Carlisle Interconnect Technologies		815.3				89.5					1,473.0				55.8				53.2
Carlisle FoodService Products		339.1				39.5					469.3				22.8				8.9
Carlisle Fluid Technologies		281.4				16.1					678.7				23.0				8.8
Carlisle Brake & Friction		317.9				2.6					433.8				23.0				26.8
Segment Total		4,089.9				569.6					4,953.4				166.5				158.7
Corporate and unallocated (1)		—				( 63.9		)			346.4				2.6				1.2
Total		$	4,089.9			$	505.7				$	5,299.8			$	169.1			$	159.9
2016
Carlisle Construction Materials		2,052.6				430.3					891.6				35.6				24.9
Carlisle Interconnect Technologies		834.6				143.9					1,446.3				48.8				43.9
Carlisle FoodService Products		250.2				31.5					206.1				9.1				8.2
Carlisle Fluid Technologies		269.4				31.2					640.9				20.7				11.7
Carlisle Brake & Friction		268.6				( 135.9		)	(2	)	389.9				20.8				9.4
Segment Total		3,675.4				501.0					3,574.8				135.0				98.1
Corporate and unallocated (1)		—				( 62.9		)			391.0				2.8				10.7
Total		$	3,675.4			$	438.1				$	3,965.8			$	137.8			$	108.8
2015
Carlisle Construction Materials		$	2,002.6			$	351.1				$	899.2			$	37.3			$	21.0
Carlisle Interconnect Technologies		784.6				143.0					1,264.0				44.3				31.6
Carlisle FoodService Products		242.6				27.3					199.0				9.7				6.3
Carlisle Fluid Technologies		203.2				20.9					659.5				15.0				1.9
Carlisle Brake & Friction		310.2				17.4					553.0				21.4				11.1
Segment Total		3,543.2				559.7					3,574.7				127.7				71.9
Corporate and unallocated (1)		—				( 56.4		)			376.2				1.6				0.2
Total		$	3,543.2			$	503.3				$	3,950.9			$	129.3			$	72.1

(1)	Corporate operating income includes other unallocated costs, primarily general corporate expenses. Corporate assets consist primarily of cash and cash equivalents, deferred taxes and other invested assets.

(2)	Includes impairment charges of $ 141.5 million . Refer to for further discussion.

Geographic Area Information —Net sales are based on the country to which the product was delivered. Net sales by region for the years ended December 31 follows:

(in millions)		2017				2016				2015
United States		$	3,162.2			$	2,835.7			$	2,659.4
International:
Europe		411.3				381.8				384.4
Asia		272.2				241.9				225.5
Canada		90.9				77.2				114.9
Mexico and Latin America		79.3				76.1				81.6
Middle East and Africa		43.4				42.6				55.7
Other		30.6				20.1				21.7
Net sales		$	4,089.9			$	3,675.4			$	3,543.2

---

Long‑lived assets, excluding deferred tax assets and intangible assets, by region as of December 31 follows:

(in millions)		2017				2016
United States		$	618.1			$	495.5
International:
Europe		83.4				48.4
Asia		46.6				38.3
Mexico and Latin America		37.0				28.4
United Kingdom		27.2				21.3
Other		0.5				0.3
Total long-lived assets		$	812.8			$	632.2

2017 Acquisitions

Accella Holdings LLC

On November 1, 2017, the Company acquired 100 % of the equity of Accella Holdings LLC, the parent company to Accella Performance Materials Inc. (collectively “Accella”), a specialty polyurethane platform, from Accella Performance Materials LLC, a subsidiary of Arsenal Capital Partners, for total consideration of $ 670.7 million , subject to a cash, working capital and indebtedness settlement, which the Company expects to finalize in the first quarter of 2018. Accella offers a wide range of polyurethane products and solutions across a broad diversity of markets and applications. The Company funded the acquisition with borrowings from the Revolving Credit Facility (refer to Note 12 for subsequent refinancing transactions).

Accella contributed net sales of $ 64.0 million and an operating loss of $ 9.0 million for the period from November 1, 2017, to December 31, 2017. The operating loss for the period from November 1, 2017, to December 31, 2017, includes $ 5.5 million of incremental cost of goods sold related to measuring inventory at fair value, $ 2.0 million , $ 1.8 million and $ 0.8 million of amortization expense of customer relationships, acquired technology and trade names, respectively and $ 1.1 million of acquisition-related costs related primarily to professional fees. The results of operations of the acquired business are reported as part of the CCM segment.

The Accella amounts included in the pro forma financial information below are based on Accella’s historical results and therefore may not be indicative of the actual results if owned by Carlisle. The pro forma adjustments represent management’s best estimates based on information available at the time the pro forma information was prepared and may differ from the adjustments that may actually have been required. Accordingly, pro forma information should not be relied upon as being indicative of the historical results that would have been realized had the acquisition occurred as of the date indicated or that may be achieved in the future.

The unaudited combined pro forma financial information presented below includes net sales and income from continuing operations, net of tax, of the Company as if the business combination had occurred on January 1, 2016, based on the purchase price allocation presented below:

		Unaudited Pro Forma
		Twelve Months Ended December 31,
(in millions)		2017				2016
Net sales		$	4,439.4			$	4,029.8
Income from continuing operations		351.8				235.2

The pro forma financial information reflects adjustments to Accella's historical financial information to apply the Company's accounting policies and to reflect the additional depreciation and amortization related to the preliminary fair value adjustments of the acquired net assets of $ 10.8 million in 2017 and $ 8.5 million in 2016, together with the

---

associated tax effects. Also, the pro forma financial information reflects costs of goods sold related to the fair valuation of inventory and acquisition-related costs described above as if they occurred in 2016.

The following table summarizes the consideration transferred to acquire Accella 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 for all acquired assets and liabilities.

		Preliminary Allocation
(in millions)		As of 11/1/2017
Total cash consideration transferred		$	670.7
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents		$	16.5
Receivables, net		66.8
Inventories		48.5
Prepaid expenses and other current assets		0.9
Property, plant and equipment		59.6
Definite-lived intangible assets		240.0
Other long-term assets		15.6
Accounts payable		( 45.5		)
Income tax payable		2.0
Accrued expenses		( 23.2		)
Other long-term liabilities		( 15.6		)
Deferred income taxes		( 83.5		)
Total identifiable net assets		282.1
Goodwill		$	388.6

The goodwill recognized in the acquisition of Accella is attributable to its significant supply chain efficiencies and other administrative opportunities and the strategic value of the business to Carlisle, in addition to opportunities for product line expansions. The Company acquired $ 68.5 million of gross contractual accounts receivable, of which $ 1.7 million was not expected to be collected at the date of acquisition. Goodwill of $ 38.5 million is tax deductible, primarily in the United States. All of the goodwill has been preliminarily assigned to the CCM reporting unit which aligns with the CCM reportable segment. The $ 240.0 million value allocated to definite-lived intangible assets consists of $ 146.0 million of customer relationships with useful lives ranging from 9 to 12 years, various acquired technologies of $ 66.0 million with useful lives ranging from 3 to 14 years and trade names of $ 28.0 million with useful lives ranging from 4 to 14 years. In accordance with the purchase agreement, Carlisle is indemnified for up to $ 25.0 million , and recorded an indemnification asset of $ 15.6 million in other long-term assets relating to the indemnification for a pre-acquisition income tax liability. The Company has also recorded, as part of the purchase price allocation, deferred tax liabilities related to intangible assets of approximately $ 83.5 million . See Note 6 for further information regarding tax uncertainties acquired in the Accella acquisition.

Excluding Accella, proforma results of operations for the 2017 acquisitions have not been presented because the effect of these acquisitions was not material to the Company's financial condition or results of operations for any of the periods presented.

---

Drexel Metals

On July 3, 2017, the Company acquired 100 % of the equity of Drexel Metals, Inc., (“Drexel Metals”) for total consideration of $ 55.8 million . Drexel Metals is a leading provider of architectural standing seam metal roofing systems for commercial, institutional and residential applications.

For the period from July 3, 2017, to December 31, 2017, Drexel Metals contributed net sales of $ 26.8 million and an operating loss of $ 0.2 million to the Company's consolidated results. The results of operations of the acquired business are reported within the CCM segment.

Consideration has been preliminarily allocated to goodwill of $ 26.9 million , $ 19.0 million to definite-lived intangible assets, $ 10.4 million to indefinite-lived intangible assets, $ 8.8 million to inventory, $ 5.3 million to accounts receivable, $ 5.8 million to accounts payable and $ 10.8 million to deferred income and other taxes payable. Definite-lived intangible assets consist of customer relationships with an estimated useful life of nine years. Of the $ 26.9 million of goodwill, none is deductible for tax purposes. All of the goodwill was assigned to the CCM reporting unit, which aligns with the reportable segment.

Arbo

On January 31, 2017, the Company acquired 100 % of the equity of Arbo Holdings Limited (“Arbo”) for total consideration of GBP 9.1 million or $ 11.5 million , including the estimated fair value of contingent consideration of GBP 2.0 million or $ 2.5 million and a working capital settlement, which was finalized in the second quarter of 2017. Arbo is a provider of sealants, coatings and membrane systems used for waterproofing and sealing buildings and other structures.

For the period from January 31, 2017, to December 31, 2017, Arbo contributed net sales of $ 14.0 million and operating income of $ 0.3 million to the Company's consolidated results. The results of operations of the acquired business are reported within the CCM segment.

Consideration has been allocated to goodwill of $ 4.7 million , $ 2.2 million to definite-lived intangible assets, $ 2.1 million to inventory, $ 1.6 million to indefinite-lived intangibles, $ 1.5 million to accounts receivable, $ 1.4 million to accounts payable and $ 1.4 million to deferred income and other taxes payable. Definite-lived intangible assets consist of customer relationships with an estimated useful life of 15 years. Of the $ 4.7 million of goodwill, $ 1.3 million is deductible for tax purposes. All of the goodwill was assigned to the CCM reporting unit, which aligns with the reportable segment.

San Jamar

On January 9, 2017, the Company acquired 100 % of the equity of SJ Holdings, Inc. (“San Jamar”) for total consideration of $ 217.2 million . San Jamar is a provider of universal dispensing systems and food safety products for foodservice and hygiene applications. San Jamar complements the operating performance at CFS by adding new products, opportunities to expand the Company's presence in complementary sales channels and a history of profitable growth.

For the period from January 9, 2017, to December 31, 2017, San Jamar contributed net sales of $ 86.3 million and operating income of $ 5.9 million to the Company's consolidated results. The results of operations of the acquired business are reported within the CFS segment.

---

The following table summarizes the consideration transferred to acquire San Jamar and the preliminary allocation and measurement period adjustments to arrive at the final 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.

		Preliminary Allocation				Measurement Period Adjustments				Final Allocation
(in millions)		As of 1/9/2017								As of 12/31/2017
Total consideration transferred		$	217.2			$	—			$	217.2
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents		$	3.5			$	—			$	3.5
Receivables		9.1				—				9.1
Inventories		13.1				0.4				13.5
Prepaid expenses and other current assets		2.3				0.2				2.5
Property, plant and equipment		4.2				—				4.2
Definite-lived intangible assets		135.1				( 0.2		)		134.9
Indefinite-lived intangible assets		23.6				—				23.6
Other long-term assets		3.2				—				3.2
Accounts payable		( 7.0		)		( 0.1		)		( 7.1		)
Income tax payable		( 0.5		)		—				( 0.5		)
Accrued expenses		( 4.3		)		( 0.7		)		( 5.0		)
Other long-term liabilities		( 4.8		)		0.3				( 4.5		)
Deferred income taxes		( 47.2		)		( 2.4		)		( 49.6		)
Total identifiable net assets		130.3				( 2.5		)		127.8
Goodwill		$	86.9			$	2.5			$	89.4

The valuation of property, plant and equipment, intangible assets and income tax obligations is final as of December 31, 2017. The goodwill recognized in the acquisition of San Jamar is attributable to its experienced workforce, expected operational improvements through implementation of the Carlisle Operating System ("COS"), opportunities for product line expansions in addition to supply chain efficiencies and other administrative opportunities and the significant strategic value of the business to Carlisle. Of the $ 89.4 million of goodwill, $ 5.2 million is deductible for tax purposes. All of the goodwill was assigned to the CFS reporting unit, which aligns with the reportable segment. The $ 134.9 million value allocated to definite-lived intangible assets consists of $ 97.8 million of customer relationships with an estimated useful life of 13 years, various acquired technologies of $ 36.4 million with useful lives ranging from seven to 10 years and a non-compete agreement of $ 0.7 million with an estimated useful life of two years. Indefinite-lived intangible assets consist of acquired trade names.

As a result of the acquisition, the Company recognized approximately $ 4.5 million of pre-acquisition tax liabilities, with a corresponding indemnification asset of $ 3.6 million , as the seller has indemnified Carlisle for certain of these liabilities. The indemnification asset will be subsequently measured and recognized on the same basis as the corresponding liability. The related seller indemnification asset will expire in stages through the third quarter of 2021 unless claims are made against the seller prior to that date.

2016 Acquisitions

Proforma results of operations for the 2016 acquisitions have not been presented because the effect of these acquisitions was not material to the Company's financial condition or results of operations for any of the periods presented.

---

Star Aviation

On October 3, 2016, the Company acquired 100 % of the equity of Star Aviation, Inc. (“Star Aviation”), for total consideration of $ 82.7 million . Star Aviation is a provider of design and engineering services, testing and certification work and manufactured products for in-flight connectivity applications on commercial, business and military aircraft.

The following table summarizes the consideration transferred to acquire Star Aviation and the preliminary allocation and measurement period adjustments to arrive at the final 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.

		Preliminary Allocation				Measurement Period Adjustments				Final Allocation
(in millions)		As of 10/3/2016								As of 9/30/2017
Total consideration transferred		$	82.7			$	—			$	82.7
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents		$	0.3			$	—			$	0.3
Receivables		5.9				( 0.1		)		5.8
Inventories		3.1				( 0.2		)		2.9
Prepaid expenses and other current assets		0.1				—				0.1
Property, plant and equipment		3.3				( 0.3		)		3.0
Definite-lived intangible assets		29.0				—				29.0
Accounts payable		( 1.3		)		0.2				( 1.1		)
Accrued expenses		( 0.8		)		0.1				( 0.7		)
Total identifiable net assets		39.6				( 0.3		)		39.3
Goodwill		$	43.1			$	0.3			$	43.4

The valuation of property, plant and equipment and intangible assets is final as of September 30, 2017. The goodwill recognized in the acquisition of Star Aviation is attributable to its experienced workforce, expected operational improvements through implementation of the COS, opportunities for product line expansions in addition to supply chain efficiencies and other administrative opportunities and the significant strategic value of the business to Carlisle. Goodwill of $ 43.4 million is deductible for tax purposes in the U.S. All of the goodwill was assigned to the CIT reporting unit which aligns with the reportable segment. The $ 29.0 million value allocated to definite-lived intangible assets consists of $ 23.9 million of customer relationships with useful lives ranging from five to 10 years, various acquired technologies of $ 4.7 million with useful a useful life of six years and a non-compete agreement of $ 0.4 million with a useful life of five years.

Micro-Coax

On June 10, 2016, the Company acquired 100 % of the equity of Micro-Coax, Inc. and Kroll Technologies, LLC, (collectively “Micro-Coax”) for total consideration of $ 96.6 million . The acquired business is a provider of high-performance, high frequency coaxial wire and cable and cable assemblies to the defense, satellite, test and measurement and other industrial markets.

---

The following table summarizes the consideration transferred to acquire Micro-Coax and the preliminary allocation and measurement period adjustments to arrive at the final 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.

		Preliminary Allocation				Measurement Period Adjustments				Final Allocation
(in millions)		As of 6/10/2016								As of 6/30/2017
Total consideration transferred		$	97.3			$	( 0.7	)		$	96.6
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents		$	1.5			$	—			$	1.5
Receivables		6.3				—				6.3
Inventories		8.6				—				8.6
Prepaid expenses and other current assets		0.4				( 0.1		)		0.3
Property, plant and equipment		30.0				( 14.0		)		16.0
Definite-lived intangible assets		31.5				( 5.0		)		26.5
Indefinite-lived intangible assets		2.0				( 2.0		)		—
Other long-term assets		1.0				—				1.0
Accounts payable		( 1.7		)		—				( 1.7		)
Accrued expenses		( 2.4		)		( 0.1		)		( 2.5		)
Total identifiable net assets		77.2				( 21.2		)		56.0
Goodwill		$	20.1			$	20.5			$	40.6

The valuation of property, plant and equipment and intangible assets is final as of June 30, 2017. The goodwill recognized in the acquisition of Micro-Coax is attributable to its experienced workforce, expected operational improvements through implementation of the COS, opportunities for product line expansions in addition to supply chain efficiencies and other administrative opportunities and the significant strategic value of the business to Carlisle. Goodwill of $ 40.6 million is deductible for tax purposes in the U.S. All of the goodwill was assigned to the CIT reporting unit which aligns with the reportable segment. The $ 26.5 million value allocated to definite-lived intangible assets consists of $ 14.5 million of customer relationships with a useful life of 12 years, various acquired technologies of $ 10.6 million with a useful life of seven years, an amortizable trade name of $ 0.9 million with a useful life of 10 years and a non-compete agreement of $ 0.5 million with a useful life of three years.

MS Oberflächentechnik AG

On February 19, 2016, the Company acquired 100 % of the equity of MS Oberflächentechnik AG (“MS Powder”), a Swiss-based developer and manufacturer of powder coating systems and related components, for total consideration of CHF 12.3 million , or $ 12.4 million , including the estimated fair value of contingent consideration of CHF 4.3 million , or $ 4.3 million .

Consideration has been allocated to definite-lived intangible assets of $ 9.7 million , $ 4.1 million to indefinite-lived intangible assets and $ 2.2 million to deferred tax liabilities, with $ 2.9 million allocated to goodwill.  Definite-lived intangible assets consist of $ 8.3 million of technology with a useful life of seven years and customer relationships of $ 1.4 million with a useful life of 10 years. None of the goodwill is deductible for tax purposes. All of the goodwill was assigned to the CFT reporting unit, which aligns with the reportable segment.

---

2015 Acquisition

Finishing Brands

On April 1, 2015, the Company acquired 100 % of the Finishing Brands business from Graco Inc. for total consideration of $ 611.1 million .  The Company funded the acquisition with cash on hand.  The Company reports the results of the acquired business as the CFT segment.

Finishing Brands contributed net sales of $ 203.2 million and operating income of $ 20.9 million for the period from April 1, 2015 to December 31, 2015. Operating income for the period from April 1, 2015 to December 31, 2015 includes $ 8.6 million of incremental cost of goods sold related to measuring inventory at fair value and $ 0.7 million of acquisition-related costs related primarily to professional fees, as well as $ 9.3 million and $ 3.9 million of amortization expense of customer relationships and acquired technology, respectively.

The Finishing Brands amounts included in the pro forma financial information below are based on the Finishing Brands’ historical results and therefore may not be indicative of the actual results if operated by Carlisle. The pro forma adjustments represent management’s best estimates based on information available at the time the pro forma information was prepared and may differ from the adjustments that may actually have been required. Accordingly, pro forma information should not be relied upon as being indicative of the historical results that would have been realized had the acquisition occurred as of the date indicated or that may be achieved in the future.

The unaudited combined pro forma financial information presented below includes net sales and income from continuing operations, net of tax, of the Company as if the business combination had occurred on January 1, 2014, based on the purchase price allocation presented below:

		Unaudited Pro Forma
(in millions)		Twelve Months Ended December 31, 2015
Net sales		$	3,604.4
Income from continuing operations		332.2

The pro forma financial information reflects adjustments to Finishing Brands’ historical financial information to apply the Company's accounting policies and to reflect the additional depreciation and amortization related to the preliminary fair value adjustments of the acquired net assets, together with the associated tax effects. Also, the pro forma financial information reflects costs of goods sold related to the fair valuation of inventory and acquisition-related costs described above as if they occurred in 2014.

---

The following table summarizes the consideration transferred to acquire Finishing Brands and the preliminary allocation and measurement period adjustments to arrive at the final 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 measurement period adjustments resulted primarily from finalizing valuations of inventory with corresponding measurement period adjustment to deferred taxes.

		Preliminary Allocation				Measurement Period Adjustments				Final Allocation
(in millions)		As of 4/1/2015								As of 3/31/2016
Total cash consideration transferred		$	610.6			$	0.5			$	611.1
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents		$	12.2			$	—			$	12.2
Receivables		57.3				1.2				58.5
Inventories		40.9				2.2				43.1
Prepaid expenses and other current assets		6.4				( 0.2		)		6.2
Property, plant and equipment		41.0				( 0.2		)		40.8
Definite-lived intangible assets		216.0				—				216.0
Indefinite-lived intangible assets		125.0				—				125.0
Deferred income tax assets		1.9				( 1.2		)		0.7
Other long-term assets		3.8				( 0.3		)		3.5
Line of credit		( 1.4		)		—				( 1.4		)
Accounts payable		( 16.3		)		—				( 16.3		)
Income tax payable		( 1.9		)		( 0.1		)		( 2.0		)
Accrued expenses		( 15.6		)		—				( 15.6		)
Deferred income tax liabilities		( 28.8		)		0.6				( 28.2		)
Other long-term liabilities		( 5.6		)		( 0.7		)		( 6.3		)
Total identifiable net assets		434.9				1.3				436.2
Goodwill		$	175.7			$	( 0.8	)		$	174.9

The goodwill recognized in the acquisition of Finishing Brands is attributable to its experienced workforce, the expected operational improvements through implementation of the COS, opportunities for geographic and product line expansions in addition to supply chain efficiencies and other administrative opportunities and the significant strategic value of the business to Carlisle. The Company acquired $ 60.0 million of gross contractual accounts receivable, of which $ 1.5 million was not expected to be collected at the date of acquisition. Goodwill of $ 132.9 million is tax deductible, primarily in the United States. All of the goodwill was assigned to the CFT reporting unit which aligns with the reportable segment. Indefinite-lived intangible assets of $ 125.0 million represent acquired trade names. The $ 216.0 million value allocated to definite-lived intangible assets consists of $ 186.0 million of customer relationships with a useful life of 15 years and various acquired technologies of $ 30.0 million with useful lives ranging from five to eight years. The Company recorded an indemnification asset of $ 3.0 million in other long-term assets relating to the indemnification of Carlisle for a pre-acquisition income tax liability in accordance with the purchase agreement. The Company has also recorded, as part of the purchase price allocation, deferred tax liabilities related to intangible assets of approximately $ 28.2 million . See Note 10 for further information regarding deferred tax liabilities acquired in the Finishing Brands acquisition.

Prior Acquisition Matters

LHi Technology

In conjunction with the October 2014 acquisition of LHi Technology (“LHi”), the Company recorded an indemnification asset of $ 8.7 million in other long-term assets relating to the indemnification of Carlisle for certain pre-acquisition liabilities, principally related to direct and indirect tax uncertainties. During the third quarter of 2016, the Company concluded that $ 2.6 million of the indirect tax uncertainties were no longer probable, therefore resulting in the reversal of the related indemnification asset and the corresponding liability. During the third quarter of 2017, the escrow covering the remaining direct and indirect tax uncertainties expired and the remaining indirect tax uncertainties were no longer probable, resulting in the reversal of the $ 6.1 million indemnification asset and corresponding $ 1.5 million liability, with

---

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

CIT

During 2017, the Company initiated plans to relocate certain of its aerospace manufacturing operations in Littleborough, United Kingdom to an existing manufacturing operation in Nogales, Mexico. During 2017, exit and disposal costs totaled $ 2.0 million . This project was substantially complete as of December 31, 2017 .

As previously announced, the Company is incurring costs to relocate certain of its medical manufacturing operations in Shenzhen, China to a new manufacturing operation in Dongguan, China. During 2017, employee termination benefit costs associated with this plan totaled $ 6.1 million . Cumulative exit and disposal costs recognized totaled $ 14.1 million through December 31, 2017 , with total costs expected to approximate $ 15.2 million . The remaining costs are expected to be incurred principally through the second half of 2018. Other associated costs are not expected to be significant.

During the third quarter of 2017, the Company entered into a letter of undertaking with the Chinese government, whereby the Company designated $ 10.1 million in cash specifically for the payment of employee termination benefits associated with the Chinese medical business action discussed above. Cash payments began in August 2017 out of these designated funds and will continue through the first half of 2018. The designated cash balance as of December 31, 2017 , totaled $ 4.6 million .

CFT

During 2017, the Company initiated plans to restructure its global footprint. These plans involve exiting manufacturing operations in Brazil and Mexico, exiting the systems sales business in Germany and relocating the manufacturing operations currently in Angola, Indiana to its existing Bournemouth, United Kingdom manufacturing operations. During 2017, exit and disposal costs totaled $ 10.4 million , primarily reflecting employee termination benefit costs and accelerated depreciation. Total costs are expected to approximate $ 10.5 million , with the remaining costs expected to be incurred in first-quarter 2018.

As previously announced, the Company is incurring costs related to the relocation of CFT's administrative functions and facilities within the U.S. During 2017, exit and disposal cost totaled $ 1.0 million , primarily reflecting relocation and facility closure costs. This project was substantially complete as of December 31, 2017 , with cumulative exit and disposal costs of $ 5.1 million .

CBF

During 2017, the Company announced that it would exit its manufacturing operations in Tulsa, Oklahoma and relocate the majority of those operations to its existing manufacturing facility in Medina, Ohio. This action is expected to take approximately 18 to 21 months to complete. Total associated exit and disposal costs are expected to be between $ 17.5 million to $ 21.0 million , including:

•	Non-cash accelerated depreciation of long-lived assets at the Oklahoma facility, which is primarily property, plant and equipment that will not be transferred to Ohio (between $ 5.0 million to $ 6.5 million expected to be recognized ratably through the first quarter of 2019),

•	Costs to relocate and install equipment (between $ 5.0 million to $ 6.0 million , expected to be incurred primarily in the second half of 2018),

•	Employee retention and termination benefits (approximately $ 2.5 million , expected to be incurred ratably through the second half of 2018),

•	Other associated costs related to the closure of the facility and internal administration of the project (between $ 5.0 million to $ 6.0 million , expected to be incurred primarily in the second half of 2018).

---

During 2017 , exit and disposal expense totaled $ 5.1 million , primarily related to employee termination benefits and accelerated depreciation.

Consolidated Summary

Exit and disposal costs by activity for the years ended December 31 follows:

(in millions)		2017				2016				2015
Employee severance and benefit arrangements		$	17.8			$	10.1			$	—
Accelerated depreciation		3.7				0.4				—
Relocation costs		1.5				3.8				—
Other restructuring costs		3.8				1.2				0.5
Total exit and disposal costs		$	26.8			$	15.5			$	0.5

Exit and disposal costs by segment for the years ended December 31 follows:

(in millions)		2017				2016				2015
Carlisle Interconnect Technologies		9.5				$	7.6			$	—
Carlisle Fluid Technologies		11.4				4.1				—
Carlisle Brake & Friction		5.1				—				0.5
Corporate		0.8				3.8				—
Total exit and disposal costs		$	26.8			$	15.5			$	0.5

Exit and disposal costs by financial statement line item for the years ended December 31 follows:

(in millions)		2017				2016				2015
Cost of goods sold		10.9				$	—			$	0.5
Selling and administrative expenses		15.8				15.0				—
Research and development expenses		0.1				—				—
Other operating (income) expense, net		—				0.5				—
Total exit and disposal costs		$	26.8			$	15.5			$	0.5

Changes in exit and disposal liabilities for the years ended December 31 follows:

(in millions)		CIT				CFT				CBF				Corporate				Total
Balance as of December 31, 2016		$	7.6			$	0.7			$	—			$	0.7			$	9.0
Charges		9.5				11.4				5.1				0.8				26.8
Cash payments		( 12.2		)		( 3.9		)		( 1.5		)		( 1.5		)		( 19.1		)
Other adjustments and non-cash settlements		—				( 1.5		)		( 2.1		)		—				( 3.6		)
Balance as of December 31, 2017		$	4.9			$	6.7			$	1.5			$	—			$	13.1

Incentive Compensation Program

The Company maintains an Incentive Compensation Program (the “Program”) for executives, certain other employees of the Company and its operating segments and subsidiaries and the Company’s non-employee directors. Members of the Board of Directors that receive stock-based compensation are treated as employees for accounting purposes. The Program was approved by shareholders on May 6, 2015. The Program allows for up to 4.2 million awards to eligible employees of stock options, restricted stock, stock appreciation rights, performance shares and units or other awards based on Company common stock. As of December 31, 2017 , 3.3 million were available for grant under this plan.

---

During the year ended December 31, 2017 , the Company awarded 364,675 stock options, 91,098 restricted stock awards, 47,285 performance share awards and 13,399 restricted stock units with an aggregate grant-date fair value of approximately $ 26.8 million to be expensed over the requisite service period for each award.

Stock-based compensation expense, which is included in selling and administrative expenses in the Consolidated Statement of Earnings, for the years ended December 31 follows:

(in millions)		2017				2016				2015
Stock option awards		$	7.7			$	6.1			$	5.1
Restricted stock awards		6.0				4.5				5.9
Performance share awards		5.6				4.7				6.3
Restricted stock units		1.4				1.2				1.1
Total stock-based compensation expense		$	20.7			$	16.5			$	18.4

The Company recognized an income tax benefit of $ 12.5 million related to total stock-based compensation expense for the year ended December 31, 2017 .

Stock Option Awards

Options issued under the Program generally vest on a straight-line basis over a three year period on the anniversary date of the grant. All options have a maximum term life of 10 years. Shares issued to cover options under the Program may be issued from shares held in treasury, from new issuances of shares or a combination of the two. Unrecognized compensation cost related to stock options of $ 5.1 million as of December 31, 2017 , is to be recognized over a weighted-average period of 1.87 years.

The Company utilizes the Black‑Scholes-Merton (“BSM”) option pricing model to determine the fair value of its stock option awards. The BSM relies on certain assumptions to estimate an option’s fair value. The weighted average assumptions used in the determination of fair value for stock option awards for the years ended December 31 follows:

(in millions, except per share amounts)		2017				2016				2015
Expected dividend yield		1.3		%		1.4		%		1.1		%
Expected life (in years)		5.58				5.61				5.71
Expected volatility		25.6		%		27.5		%		27.3		%
Risk-free interest rate		1.9		%		1.4		%		1.4		%
Weighted-average grant date fair value (per share)		$	24.57			$	19.30			$	21.19
Fair value of options granted		$	8.8			$	7.2			$	6.7
Intrinsic value of options exercised		$	8.5			$	56.4			$	42.7
Fair value of options vested		$	5.4			$	4.7			$	4.6

The expected life of options is based on the assumption that all outstanding options will be exercised at the midpoint of the valuation date (if vested) or the vesting dates (if unvested) and the options’ expiration date. The expected volatility is based on historical volatility as well as implied volatility of the Company’s options. The risk-free interest rate is based on rates of U.S. Treasury issues with a remaining life equal to the expected life of the option. The expected dividend yield is based on the projected annual dividend payment per share, divided by the stock price at the date of grant.

A summary of stock options outstanding and activity during the year ended December 31, 2017 , follows:

		Number of Shares			Weighted-Average Exercise Price				Weighted-Average Contractual Term		Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2016		1,263,665			$	70.95
Options granted		364,675			107.63
Options exercised		( 165,959	)		56.61
Options forfeited / expired		( 31,069	)		92.49
Outstanding as of December 31, 2017		1,431,312			81.49				6.8		$	46.2
Vested and exercisable as of December 31, 2017		732,408			66.24				5.2		$	34.7

---

Restricted Stock Awards

Restricted stock awarded under the Program is generally released to the recipient after a period of approximately three years. Unrecognized compensation cost related to restricted stock awards of $ 9.0 million as of December 31, 2017 , is to be recognized over a weighted-average period of 2.1 years. The fair value of shares vested during the year ended December 31, 2017 , was $ 11.4 million .

Information related to restricted stock awards during the years ended December 31 follows:

(in millions, except per share amounts)		2017				2016				2015
Weighted-average grant date fair value (per share)		$	106.78			$	84.73			$	90.54

A summary of restricted stock awards outstanding and activity during the year ended December 31, 2017 , follows:

		Number of Shares			Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2016		225,265			$	82.59
Shares granted		91,098			106.78
Shares vested		( 105,282	)		77.41
Shares forfeited		( 2,760	)		94.21
Outstanding as of December 31, 2017		208,321			95.63

Performance Share Awards

Performance shares vest based on the employee rendering three years of service to the Company and the attainment of a market condition over the performance period, which is based on the Company’s relative total shareholder return versus the S&P Midcap 400 Index ® over a pre-determined time period as determined by the Compensation Committee of the Board of Directors. Unrecognized compensation cost related to performance share awards of $ 6.7 million as of December 31, 2017 , is to be recognized over a weighted-average period of 1.66 years. The fair value of shares vested during the year ended December 31, 2017 , was $ 11.6 million .

For purposes of determining diluted earnings per share, the performance share awards are considered contingently issuable shares and are included in diluted earnings per share based upon the number of shares that would have been awarded had the conditions at the end of the reporting period continued until the end of the performance period. See Note 7 for further information regarding earnings per share computations.

The Company utilizes the Monte-Carlo simulation approach based on a three year measurement period to determine the fair value of performance shares. Such approach entails the use of assumptions regarding the future performance of the Company’s stock and those of the S&P Midcap 400 Index _® . Those assumptions include expected volatility, risk‑free interest rates, correlation coefficients and dividend reinvestment. Dividends accrue on the performance shares during the performance period and are to be paid in cash based upon the number of awards ultimately earned.

Information related to performance shares during the years ended December 31 follows:

(in millions, except per share amounts)		2017				2016				2015
Weighted-average grant date fair value (per share)		$	141.83			$	119.08			$	112.39

---

A summary of performance shares outstanding and activity during the year ended December 31, 2017 , follows:

		Number of Shares			Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2016		219,559
Units granted		47,285			$	141.83
Units converted (withheld)		( 8,786	)		112.39
Units vested and issued		( 86,619	)		95.72
Units vested and deferred		( 17,413	)		95.72
Units forfeited		( 2,760	)		126.66
Outstanding as of December 31, 2017		151,266			123.99

Restricted Stock Units

Restricted stock units are awarded to eligible directors and fully vested and are expensed upon grant date. The restricted stock units are paid in shares of Company common stock after the director ceases to serve as a member of the Board, or if earlier, upon a change in control of the Company. The Company granted 13,399 , 14,359 and 12,157 units in 2017 , 2016 and 2015 , respectively. Units had a weighted-average grant date fair value per share of $ 107.87 , $ 83.31 and $ 90.54 in 2017 , 2016 and 2015 , respectively. Restricted stock units fair value is based on the closing market price of the stock on the respective dates of the grants.

Deferred Compensation - Equity

U.S. Tax Reform

On December 22, 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act included significant changes to existing tax law including, among other things, a reduction to the U.S. federal corporate income tax rate from 35% to 21% and a one-time tax on deferred foreign income ("Transition Tax").

The changes included in the Tax Act are broad and complex. As such, on December 22, 2017, the Securities and Exchange Commission (“SEC”) issued SAB 118. SAB 118 expresses views of the SEC regarding ASC Topic 740, Income Taxes in the reporting period that includes the enactment date of the Tax Act. The SEC staff issuing SAB 118 recognized that a registrant’s review of certain income tax effects of the Tax Act may be incomplete at the time financial statements are issued for the reporting period that includes the enactment date, including interim periods therein. If a company does not have the necessary information available, prepared or analyzed for certain income tax effects of the Tax Act, SAB 118 allows a company to report provisional numbers and adjust those amounts during the measurement period not to extend beyond one year. The Company has recorded provisional amounts for all known and estimable impacts of the Tax Act that are effective for the year ended December 31, 2017. Future adjustments to the provisional numbers will be recorded as discrete adjustments to income tax provision in the period in which those adjustments become estimable and/or are finalized.

For the year ended December 31, 2017, the estimated impact of the Tax Act resulted in a provisional tax benefit of $ 57.7 million . This benefit is comprised of a charge of $ 32.5 million related to the Transition Tax and a benefit of $ 90.2 million from the rate reduction impacting the valuation of the Company’s U.S. deferred tax balances.

The Company continues to review the anticipated impacts of the global intangible low taxed income (“GILTI”) and base erosion anti-abuse tax (“BEAT”) on the Company, which are not effective until calendar year 2018 and are not expected to impact 2017 balances. Within the calculation of the Company’s tax balances, the Company has used assumptions

---

and estimates that may change as a result of future guidance, interpretation and rule-making from various regulatory bodies.

Income Tax Disclosures

A summary of pre‑tax income from U.S. and non-U.S. operations for the years ended December 31 follows:

(in millions)		2017				2016				2015
Continuing operations:
U.S. domestic		$	395.2			$	319.0			$	393.8
Foreign		73.0				91.5				74.1
Total pre-tax income from continuing operations		468.2				410.5				467.9
Discontinued operations:
U.S. domestic		0.3				( 1.1		)		0.1
Foreign		—				—				—
Total pre-tax income (loss) from discontinued operations		0.3				( 1.1		)		0.1
Total pre-tax income		$	468.5			$	409.4			$	468.0

The provision for income taxes from continuing operations for the years ended December 31 follows:

(in millions)		2017				2016				2015
Current expense:
Federal and State		$	133.0			$	155.5			$	140.1
Foreign		28.4				29.2				24.0
Total current expense		161.4				184.7				164.1
Deferred expense (benefit):
Federal and State		( 64.7		)		( 15.5		)		( 12.7		)
Foreign		6.2				( 9.5		)		( 3.1		)
Total deferred expense (benefit)		( 58.5		)		( 25.0		)		( 15.8		)
Total tax expense		$	102.9			$	159.7			$	148.3

A reconciliation of the tax provision from continuing operations computed at the U.S. federal statutory rate to the actual tax provision for the years ended December 31 follows:

(in millions)		2017				2016				2015
Taxes at the 35% U.S. statutory rate		$	163.9			$	143.7			$	163.8
State and local taxes, net of federal income tax benefit		10.8				8.6				1.9
Benefit of foreign earnings taxed at lower rates		( 6.7		)		( 8.1		)		( 7.9		)
Benefit for domestic manufacturing deduction		( 10.4		)		( 12.6		)		( 11.5		)
Tax credits		( 2.3		)		( 10.7		)		—
Tax impact of impairment of goodwill		—				41.2				—
Impact of U.S. tax reform		( 57.7		)		—				—
Change in investment assertion on foreign earnings		5.1				—				—
Other, net		0.2				( 2.4		)		2.0
Tax expense		$	102.9			$	159.7			$	148.3
Effective income tax rate on continuing operations		22.0		%		38.9		%		31.7		%

Cash payments for income taxes, net of refunds, were $ 142.8 million , $ 192.3 million and $ 123.0 million , in 2017 , 2016 and 2015 , respectively.

---

The components of deferred tax assets (liabilities) as of December 31 follows:

(in millions)		2017				2016
Deferred revenue		$	20.1			$	26.9
Warranty reserves		4.7				7.1
Inventory reserves		8.7				12.1
Allowance for doubtful accounts		3.7				4.5
Employee benefits		31.3				45.2
Foreign loss carryforwards		3.8				2.9
Federal tax credit carryovers		3.1				6.6
Deferred state tax attributes		13.6				14.6
Other, net		2.4				7.0
Gross deferred assets		91.4				126.9
Valuation allowances		( 4.3		)		( 1.3		)
Deferred tax assets after valuation allowances		$	87.1			$	125.6
Undistributed foreign earnings		( 7.9		)		( 1.7		)
Depreciation		( 42.7		)		( 42.4		)
Amortization		( 47.3		)		( 60.7		)
Acquired identifiable intangibles		( 188.3		)		( 134.7		)
Gross deferred liabilities		( 286.2		)		( 239.5		)
Net deferred tax liabilities		$	( 199.1	)		$	( 113.9	)

As of December 31, 2017 , the Company had no deferred tax assets related to net operating loss (“NOL”) carryforwards for U.S. federal tax purposes but had a deferred tax asset for state NOL carryforwards and credits of approximately $ 9.5 million (expiring 2018 through 2037) and deferred tax assets related to NOL carryforwards in foreign jurisdictions of approximately $ 3.8 million (expiring 2022 through 2026). The Company believes that it is likely that certain of the state attributes will expire unused and therefore has established a valuation allowance of approximately $ 1.2 million against the deferred tax assets associated with these attributes. The Company believes that substantially all of the foreign NOLs will be utilized before expiration and therefore has not established a valuation allowance against the deferred tax assets associated with these NOL carryforwards. As of December 31, 2017 , the Company has $ 3.1 million of federal passive foreign tax credit carryover (expiring in 2023). The Company believes that it is unlikely that passive foreign source income will be generated to utilize the passive foreign tax credit before expiration and therefore has established a full valuation allowance.

Deferred tax assets and liabilities are classified as long-term. Foreign deferred tax assets and (liabilities) are grouped separately from U.S. domestic assets and liabilities and are analyzed on a jurisdictional basis.

Deferred tax assets (liabilities) included in the Consolidated Balance Sheet as of December 31 follows:

(in millions)		2017				2016
Other long-term assets		$	1.4			$	1.1
Other long-term liabilities		( 200.5		)		( 115.0		)
Net deferred tax liabilities		$	( 199.1	)		$	( 113.9	)

The Company is not required to provide income taxes on the excess of the amount of the financial reporting over the tax basis of investments in foreign subsidiaries that are essentially permanent in duration. The Company’s excess of financial reporting over the tax basis of investments in foreign subsidiaries is approximately equal to the cumulative unremitted earnings and cumulative translation adjustments of its foreign subsidiaries. The Company reconsiders this assertion quarterly. The Company’s cumulative unremitted earnings and cumulative translation adjustments at December 31, 2017, were approximately $ 608.0 million .

The Company previously intended to permanently reinvest substantially all of the earnings of its foreign subsidiaries. The Transition Tax resulted in elimination of the taxable basis differences in our foreign subsidiaries related to foreign earnings for US tax purposes. However, basis differences still may remain at the local country level. The Company has determined that an amount approximately equal to foreign cash balances will no longer be permanently reinvested for local country purposes, which results in an accrual of $ 7.9 million related to withholding taxes.

---

Unrecognized tax benefits reflect the difference between the tax benefits of positions taken or expected to be taken on income tax returns and the tax benefits that meet the criteria for current recognition in the financial statements. The Company periodically assesses its unrecognized tax benefits.

A summary of the movement in gross unrecognized tax benefits (before estimated interest and penalties) for the years ended December 31 follows:

(in millions)		2017				2016				2015
Balance as of January 1		$	24.6			$	27.7			$	23.8
Additions based on tax positions related to current year		3.0				0.6				0.9
Additions related to acquisition positions		15.8				—				3.0
Adjustments for tax positions of prior years		1.5				—				1.3
Reductions due to statute of limitations		( 3.3		)		( 2.1		)		( 1.2		)
Reductions due to settlements		( 1.7		)		( 1.4		)		—
Adjustments due to foreign exchange rates		0.7				( 0.2		)		( 0.1		)
Balance as of December 31		$	40.6			$	24.6			$	27.7

If the unrecognized tax benefits as of December 31, 2017 , were to be recognized, approximately $ 44.3 million would impact the Company’s effective tax rate. The amount impacting the Company’s effective rate is calculated by adding accrued interest and penalties to the gross unrecognized tax benefit and subtracting the tax benefit associated with state taxes and interest.

The Company classifies and reports interest and penalties associated with unrecognized tax benefits as a component of the income tax provision on the Consolidated Statements of Earnings and as a long‑term liability on the Consolidated Balance Sheets. The total amount of such interest and penalties accrued, but excluded from the table above, at the years ending 2017 , 2016 and 2015 were $ 6.5 million , $ 4.7 million and $ 4.9 million , respectively.

The Company is subject to U.S. federal income tax as well as income tax in multiple state and foreign jurisdictions. During the year the Company is working with the IRS to complete its compliance assurance process for the 2016 tax year. The Company is also currently working with the IRS to complete its compliance assurance audit for the 2017 tax year and expects conclusion of the process within the next twelve months.

Generally, state income tax returns are subject to examination for a period of three to five years after filing. Substantially all material state tax matters have been concluded for tax years through 2012 . Various state income tax returns for subsequent years are in the process of examination. At this stage the outcome is uncertain; however, the Company believes that contingencies have been adequately provided for. Statutes of limitation vary among the foreign jurisdictions in which the Company operates. Substantially all foreign tax matters have been concluded for tax years through 2008. The Company believes that foreign tax contingencies associated with income tax examinations underway or open tax years have been provided for adequately.

The Company’s restricted shares and restricted stock units 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 and restricted stock units from the numerator and excludes the dilutive impact of those underlying shares from 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.

---

The following reflects income from continuing operations and share data used in the basic and diluted earnings per share computations using the two‑class method for the years ended December 31 :

(in millions except share and per share amounts)		2017				2016				2015
Income from continuing operations		$	365.3			$	250.8			$	319.6
Less: dividends declared - common stock outstanding, restricted shares and restricted share units		( 92.1		)		( 84.5		)		( 72.3		)
Undistributed earnings		273.2				166.3				247.3
Percent allocated to common shareholders (1)		99.3		%		99.3		%		99.3		%
		271.3				165.0				245.6
Add: dividends declared - common stock		90.9				83.6				71.4
Income from continuing operations attributable to common shares		$	362.2			$	248.6			$	317.0
Shares (in thousands):
Weighted-average common shares outstanding		63,073				64,226				64,844
Effect of dilutive securities:
Performance awards		137				257				253
Stock options		341				400				707
Adjusted weighted-average common shares outstanding and assumed conversion		63,551				64,883				65,804
Per share income from continuing operations:
Basic		$	5.75			$	3.87			$	4.89
Diluted		$	5.71			$	3.83			$	4.82
(1) Basic weighted-average common shares outstanding		63,073				64,226				64,844
Basic weighted-average common shares outstanding, unvested restricted shares expected to vest and restricted share units		63,513				64,682				65,304
Percent allocated to common shareholders		99.3		%		99.3		%		99.3		%

The denominator for both basic and diluted earnings per share is the same as used in the above table to calculate per share amounts for the income from discontinued operations and net income. The income from discontinued operations and net income for the years ended December 31 follows:

(in millions except share amounts presented in thousands)		2017				2016				2015
Income (loss) from discontinued operations		$	0.2			$	( 0.7	)		$	0.1
Net income attributable to common shareholders for basic and diluted earnings per share		$	362.4			$	248.0			$	317.1
Anti-dilutive stock options excluded from EPS calculation (1)		320.6				23.1				257.5

(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.

The components of inventories as of December 31 follows:

---

The components of property, plant and equipment, net of accumulated depreciation as of December 31 follows:

(in millions)		2017				2016
Land		$	74.5			$	60.2
Buildings and leasehold improvements		389.1				342.5
Machinery and equipment		896.9				784.7
Projects in progress		127.2				57.5
Property, plant and equipment, gross		1,487.7				1,244.9
Accumulated depreciation		( 706.8		)		( 612.7		)
Property, plant and equipment, net		$	780.9			$	632.2

The changes in the carrying amount of goodwill, net for the years ended December 31 follows:

(in millions)		CCM				CIT				CFT				CBF				CFS				Total
Net balance as of December 31, 2015		$	118.7			$	555.4			$	173.4			$	226.6			$	60.3			$	1,134.4
Goodwill acquired during year (1)		—				83.7				2.9				—				—				86.6
Impairment charges		—				—				—				( 130.0		)		—				( 130.0		)
Measurement period adjustments		—				—				( 0.3		)		—				—				( 0.3		)
Currency translation and other		( 1.2		)		—				( 8.1		)	(2)	( 0.2		)		—				( 9.5		)
Net balance as of December 31, 2016		$	117.5			$	639.1			$	167.9			$	96.4			$	60.3			$	1,081.2
Goodwill acquired during year (1)		420.2				—				—				—				86.9				507.1
Impairment charges		—				—				—				—				—				—
Measurement period adjustments		—				0.3				—				—				2.5				2.8
Currency translation and other		6.6				0.9				3.1				0.1				—				10.7
Net balance as of December 31, 2017		$	544.3			$	640.3			$	171.0			$	96.5			$	149.7			$	1,601.8

(1)	See Note 3 for further information on goodwill resulting from recent acquisitions.

(2)	Includes a $ 4.9 million correction of certain deferred tax liabilities acquired in the Finishing Brands acquisition.

The Company’s other intangible assets, net as of December 31, 2017 , follows:

(in millions)		Acquired Cost				Accumulated Amortization				Net Book Value
Assets subject to amortization:
Technology and intellectual property		$	309.4			$	( 100.7	)		$	208.7
Customer relationships		979.6				( 260.6		)		719.0
Trade names and other		44.6				( 13.7		)		30.9
Assets not subject to amortization:
Trade names		275.8				—				275.8
Other intangible assets, net		$	1,609.4			$	( 375.0	)		$	1,234.4

The Company’s other intangible assets, net as of December 31, 2016 , follows:

(in millions)		Acquired Cost				Accumulated Amortization				Net Book Value
Assets subject to amortization:
Intellectual property		$	200.7			$	( 72.4	)		$	128.3
Customer relationships		704.3				( 201.6		)		502.7
Other		15.4				( 11.7		)		3.7
Assets not subject to amortization:
Trade names		237.5				—				237.5
Other intangible assets, net		$	1,157.9			$	( 285.7	)		$	872.2

---

The remaining weighted-average amortization period of intangible assets subject to amortization as of December 31, 2017 , follows (in years):

Intellectual property		7.3
Customer relationships		10.8
Trade names and other		9.1
Total assets subject to amortization		10.0

Intangible assets subject to amortization as of December 31, 2017 , will be amortized as follows:

(in millions)		2018				2019				2020				2021				2022				Thereafter
Estimated future amortization expense		$	112.2			$	111.6			$	108.6			$	103.4			$	94.5			$	428.3

The net carrying values of the Company’s other intangible assets, net by reportable segment as of December 31 follows:

(in millions)		2017				2016
Carlisle Construction Materials		$	325.1			$	55.2
Carlisle Interconnect Technologies		344.5				379.1
Carlisle Fluid Technologies		302.5				313.7
Carlisle Brake & Friction		92.9				99.3
Carlisle FoodService Products		169.4				24.9
Total		$	1,234.4			$	872.2

2016 Impairment

In the third quarter of 2016, the Company concluded that its expectations of recovery in the near term in CBF’s related end markets had declined to the extent that it was more likely than not that the fair value of the Wellman _® trade name and CBF reporting unit were below their carrying values. As a result, in the third quarter of 2016 the Company recognized impairment charges within its CBF segment of $ 11.5 million related to the Wellman® trade name and $ 130.0 million of goodwill, resulting in a carrying value of $ 35.4 million and $ 96.5 million , respectively. Consistent with its accounting policies effective at the date of impairment, the Company performed the impairment tests for these assets through a one-step process for the Wellman _® trade name and a two-step process for goodwill.

Wellman _® Trade Name Impairment

The Company based its estimate of fair value of the Wellman _® trade name on the income approach utilizing the discounted future cash flow method. As part of estimating discounted future cash flows attributable to the Wellman _® trade name, management estimated future revenues, royalty rates and discount rates. These represent the most significant assumptions used in the Company’s evaluation of the fair value of the Wellman _® trade name (i.e., Level 3 measurements). As a result, management determined that the fair value of the Wellman _® trade name was below its carrying value and recorded an impairment charge equal to the difference as noted above.

CBF Goodwill Impairment

Similarly, for Step 1 of the two-step goodwill impairment test, the Company estimated the fair value of the CBF reporting unit based on the income approach utilizing the discounted cash flow method. Estimated industry weighted average cost of capital, revenue growth rates and operating margins for the CBF reporting unit represent the most significant assumptions used in the Company’s evaluation of fair value (i.e., Level 3 measurements). As a result, the Company determined that the fair value of the CBF reporting unit was below its carrying value by approximately 25% and therefore Step 2 of the goodwill impairment test was required to measure the amount of the Goodwill impairment. In performing the Step 2 analysis, the Company was required to allocate the reporting units’ fair value to the estimated fair values of the CBF reporting unit’s underlying asset and liabilities, both those recognized and unrecognized, with the residual amount reflecting the implied value of goodwill at September 30, 2016.

---

Leases

The Company currently leases a portion of its manufacturing facilities, distribution centers and equipment. Some of the leases include scheduled rent increases stated in the lease agreement, generally expressed as a stated percentage increase of the minimum lease payment over the lease term. The Company currently has no leases that require rent to be paid based on contingent events. Rent expense was $ 30.2 million , $ 27.4 million and $ 25.9 million in 2017 , 2016 and 2015 , respectively, inclusive of rent based on scheduled rent increases and rent holidays recognized on a straight‑line basis.

Future minimum payments under its various non‑cancelable operating leases in future years follows:

(in millions)		2018				2019				2020				2021				2022				Thereafter
Future minimum payments		$	22.6			$	18.2			$	12.1			$	8.9			$	6.9			$	16.2

Workers’ Compensation Claims and Related Losses

The Company has accrued approximately $ 14.9 million and $ 18.1 million related to workers’ compensation claims as of December 31, 2017 and 2016 , respectively. As of December 31, 2017 , $ 4.6 million and $ 10.3 million were included in accrued expenses and other long‑term liabilities, respectively. As of December 31, 2016 , $ 5.8 million and $ 12.3 million were included in accrued expenses and other long‑term liabilities, respectively. The liability related to workers’ compensation claims, both those reported to the Company and those incurred but not yet reported, is estimated based on actuarial estimates, loss development factors and the Company’s historical loss experience.

The Company maintains occurrence‑based insurance coverage with certain insurance carriers in accordance with its risk management practices that provides for reimbursement of workers’ compensation claims in excess of $ 0.5 million . The Company records a recovery receivable from the insurance carriers when such recovery is deemed probable based on the nature of the claim and history of recoveries. As of December 31, 2017 and 2016 , the Company did not have any significant recovery receivables recorded for workers’ compensation claims.

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 December 31, 2017 and 2016 , the Company had $ 26.3 million and $ 28.7 million letters of credit and bank guarantees outstanding, respectively. The Company has multiple arrangements to obtain letters of credit, which include an agreement with an unspecified availability and separate agreements for up to $ 80.0 million in letters of credit, of which $ 55.9 million was available as of December 31, 2017 .

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‑1940’s and the mid‑1980’s. 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 additional 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, will not have a material adverse effect on the consolidated financial position, results of operations for a particular period 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 and 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 does not currently have any significant accruals related to potential future costs of environmental remediation as of December 31, 2017 and 2016 , nor does the Company have any asset retirement obligations recorded at those dates. 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.

The Company's borrowings as of December 31 follows:

		2017				2016				Fair Value (1)
(in millions)										2017				2016
3.75% Notes due 2027		$	600.0			$	—			$	607.1			$	—
3.5% Notes due 2024		400.0				—				403.7				—
3.75% Notes due 2022		350.0				350.0				358.9				347.2
5.125% Notes due 2020		250.0				250.0				264.8				263.1
Unamortized discount, debt issuance costs and other		( 13.8		)		( 3.6		)
Total long term-debt		1,586.2				596.4
Less current portion of long-term debt		—				—
Total long term-debt, net of current portion		$	1,586.2			$	596.4

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

In August 2016, the Company utilized cash on hand to repay the outstanding principal balance of $ 150.0 million on the 6.125 % senior unsecured notes.

3.75% Notes Due 2027

On November 16, 2017, the Company completed a public offering of $ 600.0 million of notes with a stated interest rate of 3.75 % due December 1, 2027 (the “2027 Notes”). The 2027 Notes were issued at a discount of $ 2.4 million , resulting in proceeds to the Company of $ 597.6 million . The Company incurred costs to issue the 2027 Notes of approximately $ 7.7 million , inclusive of underwriters’, credit rating agencies’ and attorneys’ fees and other costs. The discount and issuance costs are amortized to interest expense over the life of the 2027 Notes. Interest is paid each June 1 and December 1, commencing on June 1, 2018.

3.5% Notes Due 2024

On November 16, 2017, the Company completed a public offering of $ 400.0 million of notes with a stated interest rate of 3.5 % due December 1, 2024 (the “2024 Notes”). The 2024 Notes were issued at a discount of $ 0.4 million , resulting in proceeds to the Company of $ 399.6 million . The Company incurred costs to issue the 2024 Notes of approximately $ 4.5 million , inclusive of underwriters’, credit rating agencies’ and attorneys’ fees and other costs. The discount and issuance costs are amortized to interest expense over the life of the 2024 Notes. Interest is paid each June 1 and December 1, commencing on June 1, 2018.

---

3.75% Notes Due 2022

On November 20, 2012, the Company completed a public offering of $ 350.0 million of notes with a stated interest rate of 3.75 % due November 15, 2022 (the “2022 Notes”). The 2022 Notes were issued at a discount of $ 1.1 million , resulting in proceeds to the Company of $ 348.9 million . The Company incurred costs to issue the 2022 Notes of approximately $ 2.9 million , inclusive of underwriters’, credit rating agencies’ and attorneys’ fees and other costs. Both the discount and issuance costs are being amortized to interest expense over the life of the 2022 Notes. Interest is paid each May 15 and November 15.

5.125% Notes Due 2020

On December 9, 2010, the Company completed a public offering of $ 250.0 million of notes with a stated interest rate of 5.125 % due December 15, 2020 (the “2020 Notes”). The 2020 Notes were issued at a discount of approximately $ 1.1 million , resulting in proceeds to the Company of approximately $ 248.9 million . The Company incurred costs to issue the 2020 Notes of approximately $ 1.9 million , inclusive of underwriters’, credit rating agencies’ and attorneys’ fees and other costs. Interest on the 2020 Notes is paid each June 15 and December 15.

Notes Terms and Redemption Features

The 2027, 2024, 2022 and 2020 Notes (jointly the “Notes”) are presented net of the related discount and debt issuance costs in long‑term debt. The Notes may be redeemed at the Company's option, in whole or in part, plus accrued and unpaid interest, at any time prior to the dates stated below, at a price equal to the greater of (i) 100 % of the principal amounts; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the redemption date on a semi-annual basis at the Treasury Rate plus a spread (noted below). The Notes may also be redeemed at any time after the dates noted below, in whole or in part, at the Company's option at 100 % of the principal amount, plus accrued and unpaid interest.

Debt Instrument		Date		Spread
3.75% Notes due 2027		September 1, 2027		25 basis points
3.5% Notes due 2024		October 1, 2024		20 basis points
3.75% Notes due 2022		August 15, 2022		35 basis points
5.125% Notes due 2020		September 15, 2020		35 basis points

Upon a change-in-control triggering event, the Company will be required to offer to repurchase the Notes at 101 % of the principal amount, plus accrued and unpaid interest.

The Notes are subject to the Company's existing indenture dated January 15, 1997, and accordingly, are subject to the same restrictive covenants and limitations as the Company's existing indebtedness. The Notes are general unsecured obligations of the Company and rank equally with the Company's existing and future unsecured and unsubordinated indebtedness. The Notes are subordinate to any existing or future debt or other liabilities of the Company's subsidiaries.

Revolving Credit Facility (the “Facility”)

On October 20, 2011, the Company entered into a Third Amended and Restated Credit Agreement (“the Credit Agreement”) administered by J.P. Morgan Chase Bank, N.A. (“JPMorgan Chase”). On December 12, 2013, the Company executed an amendment to the facility to amend certain terms and extend the term of the facility to December 12, 2018.

On February 21, 2017 , the Company entered into a second amendment (the "Amendment") to the Company's Third Amended and Restated Credit Agreement (the “Credit Agreement”) administered by JPMorgan Chase Bank, N.A. Among other things, the Amendment increased the lenders' aggregate revolving commitment from $ 600.0 million to $ 1.0 billion and extended the maturity date of the Facility from December 12, 2018 to February 21, 2022 . During the first quarter of 2017, the Company incurred $ 1.4 million of debt issuance costs to finalize the amendment, which will be recognized ratably over the extended maturity date of the Facility. The Facility has a feature that allows the Company to increase availability, at the Company's option, by an aggregate amount of up to $ 500.0 million through increased commitments from existing lenders or the addition of new lenders. Under the Facility, the Company may also enter into commitments in the form of standby, commercial, or direct pay letters of credit for an amount not to exceed $ 50.0 million .

---

The Facility provides for variable interest pricing based on the credit rating of the senior unsecured bank debt or other unsecured senior debt. The Facility is also subject to fees based on applicable rates as defined in the agreement and the aggregate commitment, regardless of usage. The Facility requires the Company to meet various restrictive covenants and limitations including certain leverage ratios, interest coverage ratios and limits on outstanding debt balances held by certain subsidiaries.

As of December 31, 2017 , the Company had $ 1.0 billion available under its Amended Credit Agreement. During 2017 the Company borrowed and repaid $1.2 billion under the Facility. There were no borrowings under the Facility in 2016 .

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 in 2017 and 2016 .

Interest Payments

Defined Benefit Plans

The Company maintains defined benefit retirement plans, primarily for certain domestic employees, as presented below. All plans are frozen to new entrants, with the exception of the executive supplemental and director defined benefit pension plans. Benefits are based primarily on years of service and earnings of the employee.

The significant assumptions used in the measurement of the projected benefit obligation and net periodic benefit cost primarily include the discount rate, rate of compensation increase and expected long-term return on plan assets. Weighted‑average assumptions for the projected benefit obligation for the years ended December 31 follows:

		2017			2016
Discount rate		3.49	%		3.86	%
Rate of compensation increase		3.81	%		3.82	%

Weighted‑average assumptions for net periodic benefit cost for the years ended December 31 follows:

		2017			2016			2015
Discount rate		3.91	%		4.35	%		3.87	%
Rate of compensation increase		3.82	%		4.29	%		4.29	%
Expected long-term return on plan assets		6.30	%		6.20	%		6.30	%

The Company considers several factors in determining the long-term rate of return for plan assets. Asset-class return expectations are set using a combination of empirical and forward-looking analyses. Capital market assumptions for the composition of the Company’s asset portfolio are intended to capture the behavior of asset classes observed over several market cycles. The Company also looks to historical returns for reasonability and appropriateness.

---

The following table reconciles the change in the projected benefit obligation, the change in plan assets and the funded status for the years ended December 31 follows:

(in millions)		2017				2016
Funded status
Projected benefit obligation
Beginning of year		$	172.5			$	174.3
Change in benefit obligation:
Service cost		2.6				3.4
Interest cost		5.3				5.4
Plan amendments		0.7				( 0.1		)
Actuarial (gain)/loss		15.5				1.2
Benefits paid		( 13.8		)		( 11.7		)
End of year		$	182.8			$	172.5
Fair value of plan assets
Beginning of year		$	163.2			$	162.7
Change in plan assets:
Actual return on plan assets		14.9				11.2
Company contributions		1.4				1.0
Benefits paid		( 13.8		)		( 11.7		)
End of year		$	165.7			$	163.2
(Unfunded) status end of year		$	( 17.1	)		$	( 9.3	)
Accumulated benefit obligation at end of year		$	181.1			$	171.5

The Company’s projected benefit obligation includes approximately $ 22.3 million and $ 21.7 million related to the Company’s executive supplemental and director defined benefit pension plans as of December 31, 2017 and 2016 , respectively. The Company’s accumulated benefit obligation includes approximately $ 20.7 million and $ 20.6 million related to the Company’s executive supplemental and director defined benefit pension plans as of December 31, 2017 and 2016 , respectively. The executive supplemental and director defined benefit plans have no plan assets and the Company is not required to fund the obligations. The U.S. plans required to be funded by the Company were fully funded as of December 31, 2017 and 2016 .

The net pension assets (liabilities) included in the Consolidated Balance Sheets as of December 31 follows:

(in millions)		2017				2016
Long-term assets		$	5.2			$	12.4
Current liabilities		( 1.4		)		( 1.4		)
Long-term liabilities		( 20.9		)		( 20.3		)
Net pension asset (liability)		$	( 17.1	)		$	( 9.3	)

The amounts included in accumulated other comprehensive as of December 31 follows:

(in millions)		2017				2016
Unrecognized actuarial losses (gross)		$	48.8			$	40.2
Unrecognized actuarial losses (net of tax)		38.0				25.3
Unrecognized prior service costs (gross)		1.3				0.9
Unrecognized prior service costs (net of tax)		1.1				0.5

The Company estimates that $ 0.3 million ( $ 0.2 million net of tax) of prior service cost and $ 4.3 million ( $ 3.4 million net of tax) of actuarial losses will be amortized from accumulated other comprehensive loss into net periodic benefit cost in 2018 .

---

The components of net periodic benefit cost for the years ended December 31 follows:

(in millions)		2017				2016				2015
Service cost		$	2.6			$	3.4			$	3.7
Interest cost		5.3				5.4				7.1
Expected return on plan assets		( 10.2		)		( 10.1		)		( 10.2		)
Amortization of unrecognized net loss		2.3				2.1				4.1
Amortization of unrecognized prior service credit		0.2				0.2				0.2
Net periodic benefit cost		$	0.2			$	1.0			$	4.9

Disclosures on investment policies and strategies, categories of plan assets and the fair value measurements of plan assets are included below.

The Company employs a liability driven investment approach whereby plan assets are invested primarily in fixed income investments to match the changes in the projected benefit obligation of funded plans related to changes in interest rates. Risk tolerance is established through careful consideration of projected benefit obligations, plan funded status and the Company’s other obligations and strategic investments.

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 large capitalization U.S. and international stocks. Investment risk is measured and monitored on an ongoing basis through investment portfolio reviews, annual projected benefit liability measurements and asset/liability studies.

The fair value measurement of the plans’ assets by asset category as of December 31 follows:

		Quoted Prices in Active Markets for Identical Assets (Level 1)
(in millions)		2017				2016
Cash		$	0.6			$	0.6
Mutual funds:
Equity mutual funds (1)		$	19.4			$	20.6
Fixed income mutual funds (2)		145.6				142.0
Total		$	165.6			$	163.2

(1)	This category is comprised of investments in mutual funds that invest in equity securities such as large publicly traded companies listed in the S&P 500 Index; small to medium sized companies with market capitalization in the range of the Russell 2500 Index; and foreign issuers in emerging markets.

(2)	This category is comprised of investments in mutual funds that invest in U.S. corporate and government fixed income securities, including asset‑backed securities; high yield fixed income securities primarily rated BB, B, CCC, CC, C and D; and US dollar denominated debt securities of government, government related and corporate issuers in emerging market countries.

The Company made contributions of $ 1.4 million and $ 1.0 million during 2017 and 2016 , respectively, which pertain to the Company’s executive supplemental and director defined benefit pension plans. This contribution covers current participant benefits as these plans have no plan assets. No minimum contributions to the pension plans were required in 2017 and 2016 . During 2018 , the Company expects to pay approximately $ 1.4 million in participant benefits under the executive supplemental and director plans. In light of the plans’ funded status, the Company does not expect to make discretionary contributions to its pension plans in 2018 .

A summary of estimated future benefits to be paid for the Company’s defined benefit pension plans as of December 31, 2017 , follows:

(in millions)		Estimated Benefit Payments
2018		$	13.7
2019		14.2
2020		14.4
2021		14.1
2022		14.2
2023-2027		69.2

---

Defined Contribution Plan

The Company maintains defined contribution savings plans covering a significant portion of its eligible employees. Participant contributions are matched by the Company up to a 4.0 % maximum of eligible compensation, subject to compensation and contribution limits as defined by the Internal Revenue Service. Employer contributions for the savings plan were $ 14.8 million , $ 13.3 million and $ 12.2 million in 2017 , 2016 and 2015 , respectively.

Matching contributions are invested in funds as directed by participants. Eligible participants may also elect to invest up to 50.0 % of the Company’s matching contribution in Company common stock. Common shares held by the contribution savings plan as of December 31 follows:

Deferred revenue consists primarily of unearned revenue related to separately priced extended warranty contracts on sales of certain products, the most significant being those offered on its installed roofing systems within the CCM segment. Other deferred revenue primarily relates to customer prepayments on sales within the CFT segment.

The amount of deferred revenue recognized related to separately priced extended product warranty contracts for the years ended December 31 follows:

(in millions)		2017				2016				2015
Extended product warranty contracts amortization		$	20.4			$	19.5			$	18.5

The deferred revenue liability as of December 31 is summarized as follows:

(in millions)		2017				2016
Extended product warranty contracts - current		$	19.8			$	18.8
Customer prepayments - current		8.0				4.4
Extended product warranty contracts - long-term		188.0				172.0
Deferred revenue		$	215.8			$	195.2

The components of accrued expenses as of December 31 follows:

(in millions)		2017				2016
Compensation and benefits		$	104.1			$	97.9
Customer incentives		70.7				58.1
Standard product warranties		30.9				29.5
Income and other accrued taxes		19.4				14.2
Other accrued expenses		53.3				47.0
Accrued expenses		$	278.4			$	246.7

---

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, braking products and foodservice equipment. The Company’s liability for such warranty programs is included in accrued expenses. The change in the Company’s standard product warranty liabilities as of December 31 follows:

The components of other long‑term liabilities as of December 31 follows:

(in millions)		2017				2016
Deferred taxes and other tax liabilities		$	262.6			$	144.1
Pension and other post-retirement obligations		26.6				27.1
Deferred compensation		24.7				21.2
Long-term workers' compensation		10.3				12.3
Other		14.5				12.3
Other long-term liabilities		$	338.7			$	217.0

Deferred Compensation

The Company’s Deferred Compensation Plan allows certain eligible participants to defer a portion of their cash compensation and provides a matching contribution to the deferred compensation plan of up to 4.0 % of eligible compensation. Eligible compensation may be deferred up to 10 years and distributed via lump sum or annual payment installments over an additional 10 year period. Participants allocate their deferred compensation amongst various investment options with earnings accruing to the participant.

---

The changes in accumulated other comprehensive loss by component, for the years ended December 31 follows:

(in millions)		Accrued post-retirement benefit liability				Foreign currency translation				Other				Total
Balance as of January 1, 2015		$	( 27.4	)		$	( 60.0	)		$	0.3			$	( 87.1	)
Other comprehensive (loss) income before reclassifications		( 0.6		)		( 36.7		)		0.6				( 36.7		)
Amounts reclassified from accumulated other comprehensive loss (1)		2.3				—				( 0.1		)		2.2
Income tax (expense) benefit		( 0.7		)		—				0.1				( 0.6		)
Other comprehensive income (loss)		1.0				( 36.7		)		0.6				( 35.1		)
Balance as of December 31, 2016		( 26.4		)		( 96.7		)		0.9				( 122.2		)
Other comprehensive (loss) income before reclassifications		( 11.2		)		46.6				( 4.4		)		31.0
Amounts reclassified from accumulated other comprehensive loss (1)		2.5				—				( 0.5		)		2.0
Income tax (expense) benefit		3.5				—				—				3.5
Other comprehensive income (loss)		( 5.2		)		46.6				( 4.9		)		36.5
Balance as of December 31, 2017		$	( 31.6	)		$	( 50.1	)		$	( 4.0	)		$	( 85.7	)

(1)	The accrued post‑retirement benefit liability reclassification pertains to the amortization of unrecognized actuarial gains and losses and prior service credits which is included in net periodic benefit cost. See Note 13 for additional pension discussion.

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.

For instruments that are designated and qualify as a cash flow hedge, the Company had foreign currency forward contracts with maturities less than one year and an aggregate U.S. Dollar equivalent notional value of $ 22.3 million and $ 17.6 million as of December 31, 2017 and 2016 , respectively. The gross fair value was $( 0.2 ) million and $ 0.9 million as of December 31, 2017 and 2016 , respectively. The changes in the fair value of the contracts are recorded in accumulated other comprehensive income (loss) in the Consolidated Statements of Shareholders’ Equity and recognized in the same Income Statement 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 hedge effectiveness are recognized in the same income statement line item as the hedged item, revenues or cost of sales, currently.

For instruments that are not designed as a cash flow hedge, the Company had foreign exchange contracts with maturities less than one year and an aggregate U.S. Dollar equivalent notional value of $ 38.6 million and $ 39.3 million as of December 31, 2017 and 2016 , respectively. The gross fair value was $ 0.2 million and $( 0.3 ) million as of December 31, 2017 and 2016 , respectively. The unrealized gains and losses resulting from these contracts were immaterial and are recognized in other non-operating income, net and partially offset corresponding foreign exchange gains and losses on these balances.

---

		2017
(in millions except per share data)		First				Second				Third				Fourth				Year
Net sales		$	857.3			$	1,071.7			$	1,089.1			$	1,071.8			$	4,089.9
Gross margin		247.7				314.0				311.5				274.8				1,148.0
Operating income		96.0				159.0				146.7				104.0				505.7
Income from continuing operations		61.5				102.3				86.4				115.1				365.3
Net income		61.8				102.3				86.3				115.1				365.5
Basic earnings per share from continuing operations (1)		$	0.95			$	1.59			$	1.38			$	1.84			$	5.75
Diluted earnings per share from continuing operations (1)		$	0.94			$	1.58			$	1.37			$	1.82			$	5.71

		2016
(in millions except per share data)		First				Second				Third				Fourth				Year
Net sales		$	794.0			$	996.9			$	991.0			$	893.5			$	3,675.4
Gross margin		245.4				321.2				323.6				267.1				1,157.3
Operating income		110.1				177.6				35.7				114.7				438.1
Income (loss) from continuing operations		68.5				115.3				( 9.5		)		76.5				250.8
Net income (loss)		68.5				115.2				( 9.8		)		76.2				250.1
Basic earnings (loss) per share from continuing operations (1)		$	1.06			$	1.78			$	( 0.15	)		$	1.18			$	3.87
Diluted earnings (loss) per share from continuing operations (1)		$	1.05			$	1.75			$	( 0.15	)		$	1.17			$	3.83

(1)	The sum of quarterly earnings per share amounts may not equal the year due to rounding.

---

---

(1)	The number of securities to be issued does not include performance share awards, which are payable solely in cash. The number of securities to be issued also does not include restricted stock units as these awards vest immediately upon issuance.

(2)	Includes 1,271,033 of shares which may be issued as stock awards. Shares available for award under the Carlisle Companies Incorporated Incentive Compensation Program were approved on May 6, 2015.

---

---

---

---

---