CSL 10-K Annual Report Dec. 31, 2019 | Alphaminr
CARLISLE COMPANIES INC

CSL 10-K Fiscal year ended Dec. 31, 2019

CARLISLE COMPANIES INC
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PROXIES
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsPart II Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Summary Of Accounting PoliciesNote 2 Segment InformationNote 3 AcquisitionsNote 4 Discontinued OperationsNote 5 Earnings Per ShareNote 6 Revenue RecognitionNote 7 Stock-based CompensationNote 8 Exit and Disposal ActivitiesNote 9 Income TaxesNote 10 Inventories, NetNote 11 Property, Plant and Equipment, NetNote 12 Goodwill and Other Intangible Assets, NetNote 13 Accrued and Other Current LiabilitiesNote 14 Long-term DebtNote 15 Employee Benefit PlansNote 16 Other Long-term LiabilitiesNote 17 Commitments and ContingenciesNote 18 Financial InstrumentsNote 19 Quarterly Financial Data (unaudited)Note 20 Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

2.1 Master Transaction Agreement, dated October 20, 2013, between the Company and CTP Transportation Products, LLC. 8-K 001-09278 10/22/2013 2.2 Asset Purchase Agreement, date October 20, 2013, between Carlisle Transportation Products, Inc., Carlisle Intangible Company and CTP Transportation Products, LLC. 8-K 001-09278 10/22/2013 2.3 Asset Purchase Agreement, dated October 20, 2013, between Carlisle Canada and CTP Transportation Products, LLC. 8-K 001-09278 10/22/2013 2.4 Stock Purchase Agreement, dated October 20, 2013, between Carlisle International BV and CTP Transportation Products, LLC. 8-K 001-09278 10/22/2013 2.5 Equity Purchase Agreement, dated October 20, 2013, between Carlisle Asia Pacific Limited and CTP Transportation Products, LLC. 8-K 001-09278 10/22/2013 2.6 Asset Purchase Agreement, dated October 20, 2013, between Carlisle Asia Pacific Limited and CTP Transportation Products, LLC. 8-K 001-09278 10/22/2013 2.7 Form of Trademark License Agreement between the Company, Carlisle Intangible Company and CTP Transportation Products, LLC. 8-K 001-09278 10/22/2013 2.8 Asset Purchase Agreement, dated October 7, 2014, between the Company, Carlisle Fluid Technologies, Inc., Graco Inc. and Finishing Brands Holdings Inc. 8-K 001-09278 10/8/2014 2.9 Amendment No. 1 to Asset Purchase Agreement, dated March 6, 2015, between the Company, Carlisle Fluid Technologies, Inc., Graco Inc. and Finishing Brands Holdings Inc. 8-K 001-09278 3/9/2015 2.10 Form of Cross License Agreement (as amended by Amendment No. 1 to Asset Purchase Agreement), by and among the Company, Carlisle Fluid Technologies, Inc., Finishing Brands Holdings Inc., Graco Inc. and Gema Switzerland GmbH. 8-K 001-09278 3/9/2015 2.11 Securities Purchase Agreement, dated September 29, 2017, between Accella Performance Materials LLC, Accella Holdings LLC and Carlisle Construction Materials, LLC. 8-K 001-09278 10/2/2017 2.12* Stock Purchase Agreement, dated as of January 31, 2018, by and among Carlisle, LLC, Carlisle FoodService Products, Incorporated, CFSP Acquisition Corp. and Carlisle Companies Incorporated. 8-K 001-09278 2/2/2018 3.1 Restated Certificate of Incorporation of the Company. 10-Q 001-09278 10/21/2015 3.2 Amended and Restated Bylaws of the Company. 8-K 001-09278 12/14/2015 4.2 First Supplemental Indenture, dated as of August 18, 2006, among the Company, U.S. Bank National Association (as successor to State Street Bank and Trust Company, as successor to Fleet National Bank) and The Bank of New York Trust Company, N.A. 8-K 001-09278 8/18/2006 4.3 Second Supplemental Indenture, dated as of December 9, 2010, among the Company, U.S. Bank National Association (as successor to State Street Bank and Trust Company, as successor to Fleet National Bank) and The Bank of New York Mellon Trust Company, N.A. 8-K 001-09278 12/10/2010 4.4 Third Supplemental Indenture, dated as of November 20, 2012, among the Company, U.S. Bank National Association (as successor to State Street Bank and Trust Company, as successor to Fleet National Bank) and The Bank of New York Mellon Trust Company, N.A. 8-K 001-09278 11/20/2012 4.5 Form of 3.500% Notes due 2024. 8-K 001-09278 11/16/2017 4.6 Form of 3.750% Notes due 2027. 8-K 001-09278 11/16/2017 4.7 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 10-K 001-09278 2/11/2020 10.2** Form of Carlisle Companies Incorporated Nonqualified Stock Option Agreement. 10-Q 001-09278 11/8/2004 10.3** Form of Carlisle Companies Incorporated Restricted Share Agreement with Non-Compete Covenant. 10-Q 001-09278 7/22/2014 10.4** Form of Amended and Restated Executive Severance Agreement. 10-K 001-09278 2/27/2009 10.6** Amendment to the Carlisle Companies Incorporated Director Retirement Plan. 10-K 001-09278 3/11/2004 10.7** Carlisle Companies Incorporated Amended and Restated Nonemployee Director Equity Plan. Schedule 14A 001-09278 3/9/2005 10.8** Form of Carlisle Companies Incorporated Stock Option Agreement for Nonemployee Directors. 8-K 001-09278 2/7/2005 10.9** Form of Carlisle Companies Incorporated Nonqualified Stock Option Agreement for Nonemployee Directors. 8-K 001-09278 5/10/2005 10.10** Form of Carlisle Companies Incorporated Restricted Share Agreement for Nonemployee Directors. 8-K 001-09278 5/10/2005 10.11** Form of Carlisle Companies Incorporated Restricted Stock Unit Agreement for Nonemployee Directors. 10-K 001-09278 2/27/2009 10.12** Carlisle Companies Incorporated Amended and Restated Deferred Compensation Plan for Nonemployee Directors. 10-K 001-09278 2/27/2009 10.14** Letter Agreement, dated June 5, 2007, between David A. Roberts and the Company. 8-K 001-09278 6/12/2007 10.15** Nonqualified Stock Option Agreement, dated as of June 21, 2007, between the Company and David A. Roberts. 10-Q 001-09278 8/6/2007 10.16** Restricted Share Agreement, dated as of June 21, 2007, between the Company and David A. Roberts. 10-Q 001-09278 8/6/2007 10.17** Letter Agreements, dated January 11, 2008 and December 31, 2008, between D. Christian Koch and the Company. 10-K 001-09278 2/27/2009 10.18** Letter Agreement, dated August 4, 2011, between Fred A. Sutter and the Company. 10-Q 001-09278 10/25/2011 10.19** Carlisle Corporation Amended and Restated Supplemental Pension Plan. 10-K 001-09278 2/10/2012 10.20** Amendment No. 1 to the Carlisle Corporation Supplemental Pension Plan, adopted February 4, 2014. 10-Q 001-09278 4/22/2014 10.21** Form of Carlisle Companies Incorporated Performance Share Agreement. 10-Q 001-09278 4/27/2010 10.22** Carlisle Companies Incorporated Amended and Restated Nonqualified Deferred Compensation Plan, dated January 1, 2012. 10-K 001-09278 2/10/2012 10.23 Carlisle Companies Incorporated Nonqualified Benefit Plan Trust, dated February 2, 2010, by and between the Company and Wachovia Bank, National Association. 10-Q 001-09278 4/27/2010 10.24 Third Amended and Restated Credit Agreement, dated as of October 20, 2011, among the Company, Carlisle Management Company, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto. 10-Q 001-09278 10/25/2011 10.25 First Amendment to Third Amended and Restated Credit Agreement, dated as of December 12, 2013, by and among the Company, Carlisle Corporation, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto. 8-K 001-09278 12/17/2013 10.26** Letter Agreement, dated January 5, 2017, between Robert Roche and the Company. 8-K 001-09278 2/15/2017 10.27 Second Amendment to Third Amended and Restated Credit Agreement, dated as of February 21, 2017, by and among Carlisle Companies Incorporated, Carlisle Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto. 8-K 001-09278 2/24/2017 10.28** Form of Executive Severance Agreement 8-K/A 001-09278 4/12/2017 10.29 Form of Trademark License Agreement between Carlisle Intangible Company, LLC and Carlisle FoodService Products, Incorporated. 8-K 001-09278 2/2/2018 10.30** Letter Agreement, dated August 22, 2018, between the Company and John W. Altmeyer 8-K 001-09278 9/13/2018 10.31** Carlisle LLC Amended and Restated Supplemental Pension Plan, effective January 1, 2019. 10-Q 001-09278 4/25/2019 10.32** Carlisle Companies Incorporated Amended and Restated Incentive Compensation Program, effective January 1, 2019. 10-Q 001-09278 4/25/2019 10.33 Fourth Amended and Restated Credit Agreement, dated as of February 5, 2020, by and among Carlisle Companies Incorporated, Carlisle LLC, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto. 8-K 001-09278 2/7/2020 21.1 Subsidiaries of the Registrant. 23.1 Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP. 31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). 31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). 32.1 Section 1350 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002