Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 19, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 1-9278 | |
Entity Registrant Name | CARLISLE COMPANIES INCORPORATED | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 31-1168055 | |
Entity Address, Address Line One | 16430 North Scottsdale Road | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Scottsdale | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85254 | |
City Area Code | (480) | |
Local Phone Number | 781-5000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 52,284,570 | |
Entity Central Index Key | 0000790051 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Date | false | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common stock | |
Trading Symbol | CSL | |
Security Exchange Name | NYSE | |
Preferred Stock Purchase Rights | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Preferred stock purchase rights | |
Security Exchange Name | NYSE | |
No trading symbol | true |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income | ||||
Revenues | $ 1,315.6 | $ 1,057 | $ 3,434.3 | $ 2,981.6 |
Cost of goods sold | 944 | 739.1 | 2,510.1 | 2,124.2 |
Selling and administrative expenses | 192.6 | 153 | 504.7 | 448.5 |
Research and development expenses | 12.8 | 11.5 | 37 | 35.1 |
Other operating income, net | (0.3) | (1.4) | (2.5) | (2.7) |
Operating income | 166.5 | 154.8 | 385 | 376.5 |
Interest expense, net | 19.8 | 19.1 | 58.2 | 57.8 |
Loss on extinguishment of debt | 0 | 0 | 0 | 8.8 |
Interest income | (0.2) | (0.7) | (1.1) | (4) |
Other non-operating expense (income), net | 0.9 | 0.5 | 5.6 | (0.4) |
Income from continuing operations before income taxes | 146 | 135.9 | 322.3 | 314.3 |
Provision for income taxes | 33 | 33.2 | 66.1 | 70.8 |
Income from continuing operations | 113 | 102.7 | 256.2 | 243.5 |
Discontinued operations: | ||||
Income (loss) before income taxes | 2.2 | 0.5 | 13 | (4.7) |
(Benefit from) provision for income taxes | (26.9) | 0.9 | (24.4) | (0.7) |
Income (loss) from discontinued operations | 29.1 | (0.4) | 37.4 | (4) |
Net income | $ 142.1 | $ 102.3 | $ 293.6 | $ 239.5 |
Basic earnings per share attributable to common shares: | ||||
Income from continuing operations (in dollars per share) | $ 2.15 | $ 1.89 | $ 4.86 | $ 4.42 |
(Loss) income from discontinued operations (in dollars per share) | 0.55 | (0.01) | 0.71 | (0.07) |
Basic earnings per share (in dollars per share) | 2.70 | 1.88 | 5.57 | 4.35 |
Income from continuing operations (in dollars per share) | 2.12 | 1.88 | 4.80 | 4.38 |
(Loss) income from discontinued operations (in dollars per share) | 0.55 | (0.01) | 0.70 | (0.07) |
Diluted earnings per share (in dollars per share) | $ 2.67 | $ 1.87 | $ 5.50 | $ 4.31 |
Average shares outstanding: | ||||
Basic (in shares) | 52.3 | 54.1 | 52.6 | 54.9 |
Diluted (in shares) | 53 | 54.5 | 53.2 | 55.4 |
Comprehensive income: | ||||
Net income | $ 142.1 | $ 102.3 | $ 293.6 | $ 239.5 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency gains (losses) | 0.6 | 24.9 | (5.9) | 4.4 |
Amortization of unrecognized net periodic benefit costs, net of tax | 1.2 | 1.1 | 3.6 | 3.1 |
Other, net of tax | (0.2) | 2.2 | (1.9) | (15.3) |
Other comprehensive income (loss) | 1.6 | 28.2 | (4.2) | (7.8) |
Comprehensive income | $ 143.7 | $ 130.5 | $ 289.4 | $ 231.7 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 295.6 | $ 897.1 |
Receivables, net of allowance for credit losses of $5.1 million and $5.0 million, respectively | 877.5 | 554.4 |
Inventories, net | 548.9 | 432.7 |
Contract assets | 73.5 | 84.5 |
Prepaid expenses | 35.1 | 35.8 |
Other current assets | 251.2 | 60.2 |
Discontinued operations | 0 | 144.6 |
Total current assets | 2,081.8 | 2,209.3 |
Property, plant, and equipment, net | 734.1 | 672.1 |
Goodwill, net | 2,539.5 | 1,641.7 |
Other intangible assets, net | 1,599.4 | 960.9 |
Other long-term assets | 119.8 | 107.4 |
Discontinued operations | 0 | 275 |
Total assets | 7,074.6 | 5,866.4 |
Current liabilities: | ||
Accounts payable | 481 | 284.5 |
Accrued and other current liabilities | 332.6 | 274.6 |
Contract liabilities | 35.3 | 32.5 |
Current portion of debt | 2.4 | 1.1 |
Discontinued operations | 0 | 53.5 |
Total current liabilities | 851.3 | 646.2 |
Long-term liabilities: | ||
Long-term debt, less current portion | 2,924 | 2,080.2 |
Contract liabilities | 246.8 | 235.8 |
Other long-term liabilities | 507.7 | 344.6 |
Discontinued operations | 0 | 21.9 |
Total long-term liabilities | 3,678.5 | 2,682.5 |
Shareholders' equity: | ||
Preferred stock, $1 par value per share (5.0 shares authorized and unissued) | 0 | 0 |
Common stock, $1 par value per share (200.0 shares authorized; 52.1 and 52.9 shares outstanding, respectively) | 78.7 | 78.7 |
Additional paid-in capital | 473.8 | 441.7 |
Treasury shares, at cost (26.3 and 25.5 shares, respectively) | (2,044.4) | (1,814.4) |
Accumulated other comprehensive loss | (101.2) | (97) |
Retained earnings | 4,137.9 | 3,928.7 |
Total shareholders' equity | 2,544.8 | 2,537.7 |
Total liabilities and equity | $ 7,074.6 | $ 5,866.4 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Receivables allowance | $ 5.1 | $ 5 |
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, authorized shares (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, unissued shares (in shares) | 5,000,000 | 5,000,000 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, authorized shares (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares outstanding (in shares) | 52,100,000 | 52,900,000 |
Treasury, shares (in shares) | 26,300,000 | 25,500,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities: | ||
Net income | $ 293.6 | $ 239.5 |
Reconciliation of net income to net cash provided by operating activities: | ||
Depreciation | 67.9 | 73.3 |
Amortization | 96.8 | 95.7 |
Lease expense | 20.3 | 20.9 |
Stock-based compensation | 14 | 21 |
Loss on extinguishment of debt | 0 | 8.8 |
Deferred taxes | (2) | (2.4) |
Other operating activities, net | 16.9 | 17.9 |
Changes in assets and liabilities, excluding effects of acquisitions: | ||
Receivables | (268.7) | (34) |
Inventories | (72.4) | (5.7) |
Contract assets | 11.7 | 4.7 |
Prepaid expenses and other assets | (9.3) | 15.8 |
Accounts payable | 134.9 | (1.9) |
Accrued and other current liabilities | (4.4) | (5.4) |
Contract liabilities | 11.3 | 15.9 |
Other long-term liabilities | (26.7) | (23.9) |
Net cash provided by operating activities | 283.9 | 440.2 |
Investing activities: | ||
Acquisitions, net of cash acquired | (1,573.9) | (35.4) |
Proceeds from sale of discontinued operation, net of cash disposed | 247.7 | 0 |
Capital expenditures | (88.9) | (72.7) |
Investment in securities | (10.2) | 0 |
Other investing activities, net | 2.1 | 1.4 |
Net cash used in investing activities | (1,423.2) | (106.7) |
Financing activities: | ||
Proceeds from notes | 842.6 | 740.7 |
Repayment of notes | 0 | (258.5) |
Borrowings from revolving credit facility | 650 | 500 |
Repayments of revolving credit facility | (650) | (500) |
Financing costs | (1.7) | (24.2) |
Repurchases of common stock | (290.6) | (341.7) |
Dividends paid | (84.2) | (84.5) |
Proceeds from exercise of stock options | 77.4 | 12.9 |
Withholding tax paid related to stock-based compensation | (8.4) | (7.4) |
Other financing activities, net | (1.2) | (0.6) |
Net cash provided by financing activities | 533.9 | 36.7 |
Effect of foreign currency exchange rate changes on cash and cash equivalents | (1.2) | (2.4) |
Change in cash and cash equivalents | (606.6) | 367.8 |
Less: change in cash and cash equivalents of discontinued operations | (5.1) | (1.1) |
Cash and cash equivalents at beginning of period | 897.1 | 342.5 |
Cash and cash equivalents at end of period | $ 295.6 | $ 711.4 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Shareholders' Equity (Unaudited) - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (loss) | Retained Earnings | Shares in Treasury | ||
Balance at the beginning of the period at Dec. 31, 2019 | $ 2,642.8 | $ 78.7 | $ 416.6 | $ (124.1) | $ 3,721.3 | $ (1,449.7) | ||
Balance (in shares) at Dec. 31, 2019 | 55,700,000 | 22,700,000 | ||||||
Increase (Decrease) in Shareholders' Equity | ||||||||
Net income | 239.5 | 239.5 | ||||||
Other comprehensive income (loss), net of tax | (7.8) | (7.8) | ||||||
Dividends | (84.7) | (84.7) | ||||||
Repurchases of common stock | (341.7) | $ (341.7) | ||||||
Repurchases of common stock (in shares) | (2,700,000) | (2,700,000) | ||||||
Issuances and deferrals. net for stock based compensation | [1] | 27.2 | 17 | $ 10.2 | ||||
Issuances and deferrals, net for stock based compensation (in shares) | [1] | 200,000 | (200,000) | |||||
Balance at the end of the period at Sep. 30, 2020 | 2,475.3 | $ 78.7 | 433.6 | (131.9) | 3,876.1 | $ (1,781.2) | ||
Balance (in shares) at Sep. 30, 2020 | 53,200,000 | 25,200,000 | ||||||
Balance at the beginning of the period at Jun. 30, 2020 | 2,516.2 | $ 78.7 | 427.8 | (160.1) | 3,802.5 | $ (1,632.7) | ||
Balance (in shares) at Jun. 30, 2020 | 54,400,000 | 24,000,000 | ||||||
Increase (Decrease) in Shareholders' Equity | ||||||||
Net income | 102.3 | 102.3 | ||||||
Other comprehensive income (loss), net of tax | 28.2 | 28.2 | ||||||
Dividends | (28.7) | (28.7) | ||||||
Repurchases of common stock | (149.9) | $ (149.9) | ||||||
Repurchases of common stock (in shares) | (1,200,000) | (1,200,000) | ||||||
Issuances and deferrals. net for stock based compensation | [1] | 7.2 | 5.8 | $ 1.4 | ||||
Issuances and deferrals, net for stock based compensation (in shares) | [1] | 0 | ||||||
Balance at the end of the period at Sep. 30, 2020 | 2,475.3 | $ 78.7 | 433.6 | (131.9) | 3,876.1 | $ (1,781.2) | ||
Balance (in shares) at Sep. 30, 2020 | 53,200,000 | 25,200,000 | ||||||
Balance at the beginning of the period at Dec. 31, 2020 | $ 2,537.7 | $ 78.7 | 441.7 | (97) | 3,928.7 | $ (1,814.4) | ||
Balance (in shares) at Dec. 31, 2020 | 52,900,000 | 52,900,000 | 25,500,000 | |||||
Increase (Decrease) in Shareholders' Equity | ||||||||
Net income | $ 293.6 | 293.6 | ||||||
Other comprehensive income (loss), net of tax | (4.2) | (4.2) | ||||||
Dividends | (84.4) | (84.4) | ||||||
Repurchases of common stock | (290.6) | $ (290.6) | ||||||
Repurchases of common stock (in shares) | (1,700,000) | (1,700,000) | ||||||
Issuances and deferrals. net for stock based compensation | [1] | 92.7 | 32.1 | $ 60.6 | ||||
Issuances and deferrals, net for stock based compensation (in shares) | [1] | 900,000 | (900,000) | |||||
Balance at the end of the period at Sep. 30, 2021 | $ 2,544.8 | $ 78.7 | 473.8 | (101.2) | 4,137.9 | $ (2,044.4) | ||
Balance (in shares) at Sep. 30, 2021 | 52,100,000 | 52,100,000 | 26,300,000 | |||||
Balance at the beginning of the period at Jun. 30, 2021 | $ 2,417.9 | $ 78.7 | 460.1 | (102.8) | 4,024.2 | $ (2,042.3) | ||
Balance (in shares) at Jun. 30, 2021 | 51,900,000 | 26,500,000 | ||||||
Increase (Decrease) in Shareholders' Equity | ||||||||
Net income | 142.1 | 142.1 | ||||||
Other comprehensive income (loss), net of tax | 1.6 | 1.6 | ||||||
Dividends | (28.4) | (28.4) | ||||||
Repurchases of common stock | (25) | $ (25) | ||||||
Repurchases of common stock (in shares) | (100,000) | (100,000) | ||||||
Issuances and deferrals. net for stock based compensation | [1] | 36.6 | 13.7 | $ 22.9 | ||||
Issuances and deferrals, net for stock based compensation (in shares) | 300,000 | [1] | (300,000) | |||||
Balance at the end of the period at Sep. 30, 2021 | $ 2,544.8 | $ 78.7 | $ 473.8 | $ (101.2) | $ 4,137.9 | $ (2,044.4) | ||
Balance (in shares) at Sep. 30, 2021 | 52,100,000 | 52,100,000 | 26,300,000 | |||||
[1] | Issuances and deferrals, net for stock-based compensation reflects share activity related to option exercises, restricted and performance shares vested, and net issuances and deferrals associated with deferred compensation equity. |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Shareholders' Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||||
Cash dividends (in dollars per share) | $ 0.54 | $ 0.525 | $ 1.59 | $ 1.525 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by Carlisle Companies Incorporated (the "Company" or "Carlisle"). The accompanying unaudited Condensed Consolidated Financial Statements do not include all disclosures as required by accounting principles generally accepted in the United States of America ("United States" or "U.S."), and should be read in conjunction with the Company’s audited Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, as revised by the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 14, 2021 (the "2020 Annual Report on Form 10-K"). The accompanying unaudited Condensed Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the U.S. and, of necessity, include some amounts that are based upon management estimates and judgments. The accompanying unaudited Condensed Consolidated Financial Statements include assets, liabilities, revenues and expenses of all majority-owned subsidiaries. Intercompany transactions and balances are eliminated in consolidation. In the Company's opinion, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting solely of adjustments of a normal, recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. Discontinued Operations |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company reports its results of operations through the following three segments, each of which represents a reportable segment as follows: Carlisle Construction Materials ("CCM") —this segment produces a complete range of building envelope products for commercial, industrial and residential buildings, including single-ply roofing, rigid foam insulations, spray polyurethane foam technologies, architectural metal, heating, ventilation and air conditioning ("HVAC") hardware and sealants, below-grade waterproofing, and air and vapor barrier systems focused on the weatherproofing and thermal performance of the building envelope. Carlisle Interconnect Technologies ("CIT") —this segment produces high-performance wire and cable, including optical fiber, for the commercial aerospace, military and defense electronics, medical device, industrial, and test and measurement markets. CIT's product portfolio also includes sensors, connectors, contacts, cable assemblies, complex harnesses, racks, trays, and installation kits, in addition to engineering and certification services. Carlisle Fluid Technologies ("CFT") —this segment produces highly engineered liquid, powder, sealants and adhesives finishing equipment and integrated system solutions for spraying, pumping, mixing, metering and curing of a variety of coatings used in the automotive manufacture, general industrial, protective coating, wood, specialty and automotive refinishing markets. A summary of segment information follows: Three Months Ended September 30, 2021 2020 (in millions) Revenues Operating Income (Loss) Revenues Operating Income (Loss) Carlisle Construction Materials $ 1,065.8 $ 187.1 $ 823.5 $ 181.3 Carlisle Interconnect Technologies 178.7 (0.5) 168.5 (3.7) Carlisle Fluid Technologies 71.1 4.7 65.0 4.4 Segment total 1,315.6 191.3 1,057.0 182.0 Corporate and unallocated (1) — (24.8) — (27.2) Total $ 1,315.6 $ 166.5 $ 1,057.0 $ 154.8 Nine Months Ended September 30, 2021 2020 (in millions) Revenues Operating Income (Loss) Revenues Operating Income (Loss) Carlisle Construction Materials $ 2,722.4 $ 485.8 $ 2,234.8 $ 426.6 Carlisle Interconnect Technologies 503.4 (24.1) 577.0 11.2 Carlisle Fluid Technologies 208.5 15.6 169.8 2.0 Segment total 3,434.3 477.3 2,981.6 439.8 Corporate and unallocated (1) — (92.3) — (63.3) Total $ 3,434.3 $ 385.0 $ 2,981.6 $ 376.5 (1) Corporate operating loss includes other unallocated costs, primarily general corporate expenses. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions ASP Henry Holdings, Inc On September 1, 2021, the Company acquired ASP Henry Holdings, Inc. (“Henry”), a leading provider of building envelope systems, from affiliated funds managed by American Securities LLC, for consideration of $1,608.2 million, including $34.3 million of cash acquired, subject to working capital and other customary post-closing adjustments. The Company funded the acquisition with borrowings from its Revolving Credit Facility (the "Facility") and cash on hand. The Company subsequently repaid the borrowings from the Facility with proceeds from its public offering of $300 million in aggregate principal amount of its 0.55% senior notes due in September 2023 and $550 million in aggregate principal amount of its 2.20% senior notes due in March 2032 (refer to Note 12). Henry contributed revenues of $49.6 million and an operating loss of $2.9 million for the period from September 1, 2021, to September 30, 2021. The operating loss for the period from September 1, 2021, to September 30, 2021, includes $5.0 million of incremental cost of goods sold related to measuring inventory at fair value, and $3.7 million, $1.9 million and $1.2 million of amortization expense of customer relationships, trade names and acquired technology, respectively. Henry's results of operations are reported as part of the CCM segment. The Henry amounts included in the pro forma financial information below are based on Henry’s historical results and therefore may not be indicative of the actual results if Henry had been owned by the Company on January 1, 2020. 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 have been required had the Company owned Henry on January 1, 2020. 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 January 1, 2020 or the results that may be achieved in the future. The unaudited combined pro forma financial information presented below includes revenues and income from continuing operations, net of tax, of the Company as if the business combination had occurred on January 1, 2020, based on the purchases price allocation presented below: Unaudited Pro Forma Unaudited Pro Forma Three months ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Revenues $ 1,415.7 $ 1,199.6 $ 3,794.6 $ 3,331.4 Income from continuing operations $ 123.9 $ 107.5 $ 264.6 $ 221.2 The pro forma financial information reflects adjustments to Henry'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 $13.6 million in the three months ended September 30, 2021, $54.4 million in the nine months ended September 30, 2021, $20.3 million in the three months ended September 30, 2020, and $61.1 million in the nine months ended September 30, 2020, together with the associated tax effects. The pro forma financial information also reflects cost of goods sold related to the fair valuation of inventory described above, and $17.3 million of acquisition-related costs primarily related to professional fees, as if they occurred in 2020. The following table summarizes the consideration transferred to acquire Henry 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 Accounting Standards Codification 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 9/1/2021 Total cash consideration transferred $ 1,608.2 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash and cash equivalents 34.3 Receivables, net 79.0 Inventories 59.4 Prepaid expenses and other current assets 10.5 Property, plant and equipment 53.6 Definite-lived intangible assets 735.1 Other long-term assets 3.6 Accounts payable (77.9) Accrued and other current liabilities (28.7) Short-term debt (1.0) Contract liabilities (2.6) Other long-term debt (0.8) Other long-term liabilities (5.9) Deferred income taxes (153.4) Total identifiable net assets 705.2 Goodwill $ 903.0 The goodwill recognized in the acquisition of Henry is attributable to its significant supply chain efficiencies, other administrative opportunities and the strategic value of the business to Carlisle, in addition to opportunities for product line expansions. The Company acquired $81.8 million of gross contractual accounts receivable, of which $2.9 million was not expected to be collected at the date of acquisition. Goodwill of $50.9 million is tax deductible 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 preliminary fair value and weighted average useful lives of the acquired definite-lived intangible assets are as follows: (in millions) Fair Value Weighted Average Useful Life (in years) Customer relationships $ 448.3 10 Trade names 198.5 9 Technologies 88.2 6 Software 0.1 4 Total $ 735.1 The Company has also recorded, as part of the purchase price allocation, deferred tax liabilities primarily related to intangible assets of approximately $153.4 million. Motion Tech Automation, LLC On July 22, 2020, the Company acquired 100% of the equity of Motion Tech Automation, LLC ("MTA") for consideration of $33.3 million, including $0.3 million of cash acquired and post-closing adjustments, which were finalized in the third quarter of 2020. The acquired products and services include sensors, manufacturing services, distribution services and engineering services to packaging and label, life sciences, semiconductor, fluid handling, and test and measurement customers. Consideration of $16.4 million has been allocated to goodwill, $4.3 million to definite-lived intangible assets, $4.9 million to inventory, $2.7 million to accounts receivable and $1.3 million to accounts payable. In accordance with the purchase agreement, Carlisle is indemnified for up to $1.6 million, and recorded an indemnification asset of $1.5 million in other long-term assets, relating to certain pre-acquisition debt and tax withholding liabilities. During the second quarter of 2021, the pre-acquisition debt of $1.4 million was relieved along with the corresponding indemnification asset. The fair value and weighted average useful lives of the acquired definite-lived intangible assets are as follows: (in millions) Fair Value Weighted Average Useful Life Technologies $ 2.3 9 Customer relationships 1.0 9 Trade names 1.0 5 Total $ 4.3 All of the $16.4 million value allocated to goodwill is deductible for tax purposes. Goodwill of $11.0 million, $2.8 million and $2.6 million has been assigned to the CCM, CIT and CFT reporting units, respectively, which aligns with the reportable segments. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued OperationsOn August 2, 2021, the Company completed the sale of CBF to CentroMotion, for gross proceeds of (i) $250 million cash at closing, subject to certain adjustments, and (ii) the right to receive up to an additional $125 million based on CBF's achievement of certain performance targets. Accordingly, the Company has booked a receivable of $125 million in other current assets on the Condensed Consolidated Balance Sheets. The sale of CBF is consistent with the Company's optimization strategy, as laid out in Vision 2025. A summary of the results from discontinued operations included in the Condensed Consolidated Statements of Income and Comprehensive Income follows: (in millions) Three Months Ended Nine Months Ended 2021 2020 2021 2020 Revenues $ 32.8 $ 69.7 $ 219.7 $ 199.5 Cost of goods sold 23.9 57.2 171.3 167.0 Other operating expenses, net 4.5 11.5 28.3 37.1 Operating income (loss) 4.4 1.0 20.1 (4.6) Other non-operating expense, net — 0.5 0.2 0.1 Income (loss) from discontinued operations before income taxes and loss on sale 4.4 0.5 19.9 (4.7) Loss on sale of discontinued operations (2.2) — (6.9) — Income (loss) from discontinued operations before income taxes 2.2 0.5 13.0 (4.7) (Benefit from) provision for income taxes (26.9) 0.9 (24.4) (0.7) Income (loss) from discontinued operations $ 29.1 $ (0.4) $ 37.4 $ (4.0) A summary of the carrying amounts of major assets and liabilities, which were classified as held for sale in the Condensed Consolidated Balance Sheets follows: (in millions) December 31, ASSETS Cash and cash equivalents $ 5.1 Receivables, net 58.3 Inventories 70.8 Prepaid other current assets 10.4 Total current assets $ 144.6 Property, plant, and equipment, net $ 102.0 Goodwill, net 96.5 Other intangible assets, net 73.9 Other long-term assets 2.6 Total long-term assets $ 275.0 LIABILITIES Accounts payable $ 33.1 Accrued liabilities and other 20.4 Total current liabilities $ 53.5 Other long-term liabilities $ 21.9 Total long-term liabilities $ 21.9 A summary of cash flows from discontinued operations included in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, follows: (in millions) 2021 2020 Net cash provided by operating activities $ 8.5 $ 24.0 Net cash provided by (used in) investing activities 241.0 (7.5) Net cash used in financing activities (1) (254.6) (17.6) Change in cash and cash equivalents from discontinued operations (5.1) (1.1) Cash and cash equivalents from discontinued operations at beginning of period 5.1 8.7 Cash and cash equivalents from discontinued operations at end of period $ — $ 7.6 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The Company’s restricted shares contain non-forfeitable rights to dividends and are considered participating securities for purposes of computing earnings per share pursuant to the two-class method. The computation below of earnings per share excludes income attributable to the unvested restricted shares from the numerator and excludes the dilutive impact of those underlying shares from the denominator. The computation below of earnings per share includes the income attributable to the vested and deferred restricted shares and restricted stock units in the numerator and includes the dilutive impact of those underlying shares in the 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. Net income and share data used in the basic and diluted earnings per share computations using the two-class method follows: Three Months Ended Nine Months Ended (in millions, except per share amounts) 2021 2020 2021 2020 Income from continuing operations $ 113.0 $ 102.7 $ 256.2 $ 243.5 Less: dividends declared (28.4) (28.7) (84.4) (84.7) Undistributed earnings 84.6 74.0 171.8 158.8 Percent allocated to common shareholders (1) 99.7 % 99.7 % 99.7 % 99.7 % 84.3 73.8 171.3 158.3 Add: dividends declared to common shares, restricted share units and vested and deferred restricted and performance shares 28.2 28.4 84.1 84.3 Income from continuing operations attributable to common shareholders $ 112.5 $ 102.2 $ 255.4 $ 242.6 Shares: Basic weighted-average shares outstanding 52.3 54.1 52.6 54.9 Effect of dilutive securities: Performance awards 0.2 0.2 0.1 0.2 Stock options 0.5 0.2 0.5 0.3 Diluted weighted-average shares outstanding 53.0 54.5 53.2 55.4 Per share income from continuing operations attributable to common shares: Basic $ 2.15 $ 1.89 $ 4.86 $ 4.42 Diluted $ 2.12 $ 1.88 $ 4.80 $ 4.38 (1) Basic weighted-average shares outstanding 52.3 54.1 52.6 54.9 Basic weighted-average shares outstanding and unvested restricted shares expected to vest 52.4 54.3 52.7 55.1 Percent allocated to common shareholders 99.7 % 99.7 % 99.7 % 99.7 % Three Months Ended Nine Months Ended (in millions) 2021 2020 2021 2020 Income (loss) from discontinued operations attributable to common shareholders for basic and diluted earnings per share $ 29.0 $ (0.4) $ 37.3 $ (4.0) Net income attributable to common shareholders for basic and diluted earnings per share 141.5 101.8 292.7 238.6 Anti-dilutive stock options excluded from earnings per share calculation (1) — 0.4 0.2 0.3 (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. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company receives payment at the inception of the contract for separately priced extended service warranties, and revenue is deferred and recognized on a straight-line basis over the life of the contracts. Remaining performance obligations for extended service warranties represent the transaction price for the remaining stand-ready obligation to perform warranty services. A summary of estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of September 30, 2021, follows: (in millions) Remainder of 2021 2022 2023 2024 2025 2026 Thereafter Extended service warranties $ 6.1 $ 23.3 $ 22.1 $ 21.0 $ 20.1 $ 19.1 $ 158.1 The Company has applied the practical expedient to not disclose information about remaining performance obligations that have original expected durations of one year or less. Contract Balances Contract liabilities relate to payments received in advance of performance under a contract, primarily related to extended service warranties in the CCM segment, systems contracts in the CFT segment and highly customized product contracts in the CIT segment. Contract liabilities are recognized as revenue as (or when) the Company performs under the contract. A summary of the change in contract liabilities for the nine months ended September 30, follows: (in millions) 2021 2020 Balance as of January 1 $ 268.3 $ 247.4 Revenue recognized (48.7) (47.4) Revenue deferred 59.9 63.5 Acquired liabilities 2.6 — Balance as of September 30 $ 282.1 $ 263.5 Contract assets relate to the Company's right to payment for performance completed to date under a contract, primarily related to highly customized product contracts within the CIT and CFT segments. Accounts receivable are recorded when the right to payment becomes unconditional, which generally occurs over twelve months or less. A summary of the change in contract assets for the nine months ended September 30, follows: (in millions) 2021 2020 Balance as of January 1 $ 84.5 $ 100.5 Balance as of September 30 73.5 97.4 Change in contract assets $ (11.0) $ (3.1) Revenues by End-Market A summary of revenues disaggregated by major end-market industries and reconciliation of disaggregated revenue by segment follows: Three Months Ended September 30, 2021 (in millions) CCM CIT CFT Total General construction $ 1,001.1 $ — $ — $ 1,001.1 Aerospace — 78.0 — 78.0 Heavy equipment 29.8 — — 29.8 Medical — 66.6 — 66.6 Transportation — — 37.9 37.9 General industrial and other 34.9 34.1 33.2 102.2 Total revenues $ 1,065.8 $ 178.7 $ 71.1 $ 1,315.6 Three Months Ended September 30, 2020 (in millions) CCM CIT CFT Total General construction $ 784.8 $ — $ — $ 784.8 Aerospace — 65.3 — 65.3 Heavy equipment 16.4 — — 16.4 Medical — 59.2 — 59.2 Transportation — — 33.3 33.3 General industrial and other 22.3 44.0 31.7 98.0 Total revenues $ 823.5 $ 168.5 $ 65.0 $ 1,057.0 Nine Months Ended September 30, 2021 (in millions) CCM CIT CFT Total General construction $ 2,557.1 $ — $ — $ 2,557.1 Aerospace — 217.9 — 217.9 Heavy equipment 73.0 — — 73.0 Medical — 180.9 — 180.9 Transportation — — 107.6 107.6 General industrial and other 92.3 104.6 100.9 297.8 Total revenues $ 2,722.4 $ 503.4 $ 208.5 $ 3,434.3 Nine Months Ended September 30, 2020 (in millions) CCM CIT CFT Total General construction $ 2,119.8 $ — $ — $ 2,119.8 Aerospace — 282.8 — 282.8 Heavy equipment 51.9 — — 51.9 Medical — 170.2 — 170.2 Transportation — — 91.8 91.8 General industrial and other 63.1 124.0 78.0 265.1 Total revenues $ 2,234.8 $ 577.0 $ 169.8 $ 2,981.6 Revenues by Geographic Area A summary of revenues based on the country to which the product was delivered and reconciliation of disaggregated revenue by segment follows: Three Months Ended September 30, 2021 (in millions) CCM CIT CFT Total United States $ 955.3 $ 134.7 $ 31.2 $ 1,121.2 International: Europe 64.2 15.8 14.3 94.3 Asia 2.6 17.6 22.2 42.4 North America (excluding U.S.) 38.2 3.5 2.8 44.5 Middle East and Africa 3.9 2.4 0.4 6.7 Other 1.6 4.7 0.2 6.5 Total international 110.5 44.0 39.9 194.4 Total revenues $ 1,065.8 $ 178.7 $ 71.1 $ 1,315.6 Three Months Ended September 30, 2020 (in millions) CCM CIT CFT Total United States $ 734.5 $ 118.2 $ 27.3 $ 880.0 International: Europe 56.2 15.0 15.8 87.0 Asia 4.1 18.2 18.2 40.5 North America (excluding U.S.) 24.5 8.0 3.0 35.5 Middle East and Africa 3.0 3.0 0.6 6.6 Other 1.2 6.1 0.1 7.4 Total international 89.0 50.3 37.7 177.0 Total revenues $ 823.5 $ 168.5 $ 65.0 $ 1,057.0 Nine Months Ended September 30, 2021 (in millions) CCM CIT CFT Total United States $ 2,413.1 $ 373.0 $ 93.2 $ 2,879.3 International: Europe 188.9 46.5 40.4 275.8 Asia 12.7 57.1 63.5 133.3 North America (excluding U.S.) 93.0 10.5 8.1 111.6 Middle East and Africa 11.5 7.4 1.2 20.1 Other 3.2 8.9 2.1 14.2 Total international 309.3 130.4 115.3 555.0 Total revenues $ 2,722.4 $ 503.4 $ 208.5 $ 3,434.3 Nine Months Ended September 30, 2020 (in millions) CCM CIT CFT Total United States $ 1,988.6 $ 408.9 $ 76.3 $ 2,473.8 International: Europe 158.6 55.0 32.6 246.2 Asia 12.2 55.2 52.5 119.9 North America (excluding U.S.) 62.3 26.5 6.6 95.4 Middle East and Africa 9.3 10.3 1.3 20.9 Other 3.8 21.1 0.5 25.4 Total international 246.2 168.1 93.5 507.8 Total revenues $ 2,234.8 $ 577.0 $ 169.8 $ 2,981.6 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation cost by award type follows: (in millions) Three Months Ended Nine Months Ended 2021 2020 2021 2020 Stock option awards $ 1.9 $ 2.1 $ 7.8 $ 7.6 Restricted stock awards 1.7 2.0 5.6 5.8 Performance share awards 1.7 1.7 6.0 5.2 Restricted stock units — — — 1.4 Stock appreciation rights — 0.9 9.0 (2.5) Total stock-based compensation cost incurred 5.3 6.7 28.4 17.5 Capitalized (cost) credit during the period — (1.1) (9.3) 1.8 Amortization of capitalized (credit) cost during the period — (0.1) 14.3 0.1 Total stock-based compensation expense $ 5.3 $ 5.5 $ 33.4 $ 19.4 |
Exit and Disposal and Other Res
Exit and Disposal and Other Restructuring Activities | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Exit and Disposal and Other Restructuring Activities | Exit and Disposal and Other Restructuring Activities The Company has undertaken operational restructuring and other cost reduction actions to streamline processes and manage costs throughout various departments. These actions resulted in exit, disposal and employee termination benefit costs, primarily resulting from planned reductions in workforce, facility consolidation and relocation, and lease termination costs. The primary actions are discussed below by operating segment. CIT During the third quarter of 2021, the Company initiated plans to exit its manufacturing operations in Carlsbad, California, and relocate the majority of those operations to its existing facilities in North America. The project is estimated to take a remaining 13 to 17 months to complete. During the three and nine months ended September 30, 2021, exit and disposal costs totaled $0.8 million, primarily for facility cleanup costs, employee termination benefit costs and accelerated depreciation. Total exit and disposal costs are expected to approximate $4.6 million, with approximately $3.8 million costs remaining to be incurred, primarily in 2022. During the third quarter of 2020, the Company initiated plans to exit its manufacturing operations in Kent, Washington, as a result of market declines from the coronavirus pandemic ("COVID-19 pandemic"). Select operations are being relocated to existing facilities primarily in North America. The project is estimated to be substantially complete by December 31, 2021. During the three and nine months ended September 30, 2021, exit and disposal costs totaled $1.8 million and $6.9 million, respectively, primarily for relocation costs and employee termination benefit costs. Total exit and disposal costs are expected to approximate $14.6 million, with approximately $1.1 million costs remaining to be incurred, primarily in 2021. During the second quarter of 2020, the Company initiated and substantially completed plans to exit its manufacturing operations in Mobile, Alabama, and relocate the majority of those operations to its existing manufacturing facility in Franklin, Wisconsin. During the three and nine months ended September 30, 2020, exit and disposal costs totaled $0.2 million and $1.6 million, primarily for employee termination benefit costs and the impairment of certain assets. During the third quarter of 2020, the Company completed its project to relocate its aerospace connectors manufacturing operations in El Segundo, California, and Riverside, California, to existing lower cost operations in North America. During the nine months ended September 30, 2020, exit and disposal costs totaled $2.3 million, primarily for facility clean up, travel and employee termination benefit costs. Other Actions The Company implemented restructuring activities to reduce its overall headcount as a result of general market declines resulting from the effects of the COVID-19 pandemic. These actions resulted in severance expense of $0.2 million and $3.0 million at CIT during the three and nine months ended months ended September 30, 2021, respectively. During the three months ended September 30, 2020, these actions resulted in severance payments of $1.0 million and $0.6 million at CIT and CCM, respectively. CIT, CFT and CCM incurred $3.8 million, $2.1 million and $0.9 million in severance payments for the nine months ended September 30, 2020, respectively. Consolidated Summary The Company's exit and disposal costs by activity follows: (in millions) Three Months Ended Nine Months Ended 2021 2020 2021 2020 Employee severance and benefit arrangements $ 1.2 $ 3.4 $ 6.3 $ 9.4 Accelerated depreciation and impairments 0.8 — 2.9 0.4 Relocation costs 0.4 — 0.7 0.3 Facility cleanup costs 0.5 1.6 (0.5) 2.4 Other restructuring costs 0.7 0.1 2.2 1.5 Total exit and disposal costs $ 3.6 $ 5.1 $ 11.6 $ 14.0 The Company's exit and disposal costs by segment follows: (in millions) Three Months Ended Nine Months Ended 2021 2020 2021 2020 Carlisle Interconnect Technologies $ 3.0 $ 4.5 $ 10.9 $ 11.0 Carlisle Fluid Technologies 0.5 — 0.6 2.1 Carlisle Construction Materials 0.1 0.6 0.1 0.9 Total exit and disposal costs $ 3.6 $ 5.1 $ 11.6 $ 14.0 The Company's exit and disposal costs by financial statement line item follows: (in millions) Three Months Ended Nine Months Ended 2021 2020 2021 2020 Cost of goods sold $ 2.7 $ 3.7 $ 7.1 $ 9.4 Selling and administrative expenses 0.9 1.2 4.3 4.0 Research and development expenses — 0.2 0.2 0.2 Other operating expense, net — — — 0.4 Total exit and disposal costs $ 3.6 $ 5.1 $ 11.6 $ 14.0 The Company's change in exit and disposal activities liability follows: (in millions) Total Balance as of December 31, 2020 $ 6.1 Charges 11.6 Cash payments (12.1) Balance as of September 30, 2021 $ 5.6 The liability of $5.6 million primarily relates to employee severance and benefit arrangements and is included in accrued and other current liabilities. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective income tax rate on continuing operations for the nine months ended September 30, 2021, was 20.5%. The year-to-date provision for income taxes included taxes on earnings at an anticipated rate of 24.2% and a tax impact of $12.1 million related to discrete activity. The year-to-date net discrete tax benefit relates primarily to a reduction of prior year tax liabilities and excess tax benefits related to employee stock compensation. The effective income tax rate on continuing operations for the nine months ended September 30, 2020, was 22.5%. |
Inventories, net
Inventories, net | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net (in millions) September 30, December 31, Raw materials $ 233.1 $ 168.2 Work-in-process 82.1 67.4 Finished goods 264.1 225.8 Reserves (30.4) (28.7) Inventories, net $ 548.9 $ 432.7 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, net | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, net | Goodwill and Other Intangible Assets, net Goodwill The changes in the carrying amount of goodwill, net by segment follows: (in millions) CCM CIT CFT Total Balance as of December 31, 2020 $ 613.0 $ 835.6 $ 193.1 $ 1,641.7 Goodwill acquired during year (1) 903.0 — — 903.0 Measurement period adjustments (1) — — (0.2) (0.2) Currency translation and other (2.9) (0.4) (1.7) (5.0) Balance as of September 30, 2021 $ 1,513.1 $ 835.2 $ 191.2 $ 2,539.5 (1) Refer to Note 3 for further information on goodwill resulting from recent acquisitions. Other Intangible Assets, net A summary of the Company's other intangible assets, net follows: September 30, 2021 December 31, 2020 (in millions) Acquired Cost Accumulated Amortization Net Book Value Acquired Cost Accumulated Amortization Net Book Value Assets subject to amortization: Customer relationships $ 1,441.8 $ (449.4) $ 992.4 $ 1,000.7 $ (393.7) $ 607.0 Technology and intellectual property 347.8 (193.6) 154.2 263.0 (172.6) 90.4 Trade names and other 319.5 (62.4) 257.1 115.6 (48.7) 66.9 Assets not subject to amortization: Trade names 195.7 — 195.7 196.6 — 196.6 Other intangible assets, net $ 2,304.8 $ (705.4) $ 1,599.4 $ 1,575.9 $ (615.0) $ 960.9 The net book values of other intangible assets, net by reportable segment follows: (in millions) September 30, December 31, Carlisle Construction Materials $ 994.2 $ 300.9 Carlisle Interconnect Technologies 346.2 384.8 Carlisle Fluid Technologies 247.3 261.3 Corporate 11.7 13.9 Total $ 1,599.4 $ 960.9 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt (in millions) Fair Value (1) September 30, December 31, September 30, December 31, 2.20% Notes due 2032 $ 550.0 $ — $ 533.7 $ — 2.75% Notes due 2030 750.0 750.0 772.1 804.8 3.75% Notes due 2027 600.0 600.0 660.7 679.3 3.50% Notes due 2024 400.0 400.0 427.7 438.3 0.55% Notes due 2023 300.0 — 299.9 — 3.75% Notes due 2022 350.0 350.0 359.7 366.9 Unamortized discount, debt issuance costs and other (23.6) (18.7) Total long term-debt 2,926.4 2,081.3 Less: current portion of debt 2.4 1.1 Long term-debt, less current portion $ 2,924.0 $ 2,080.2 (1) The fair value is estimated based on current yield rates plus the Company’s estimated credit spread available for financings with similar terms and maturities. Based on these inputs, the debt instruments are classified as Level 2 in the fair value hierarchy. 2.20% Notes Due 2032 On September 28, 2021, the Company completed a public offering of $550.0 million in aggregate principal amount of unsecured senior notes with a stated interest rate of 2.20% due March 1, 2032 (the “2032 Notes”). The 2032 Notes were issued at a discount of $4.8 million, resulting in proceeds to the Company of $545.2 million. The Company incurred costs to issue the 2032 Notes of approximately $1.1 million, inclusive of credit rating agencies’ and attorneys’ fees and other costs. The discount and issuance costs are reflected within long-term debt on the Condensed Consolidated Balance Sheets and are amortized to interest expense using the effective interest method over the life of the 2032 Notes. Interest is payable each March 1 and September 1, commencing March 1, 2022. 0.55% Notes Due 2023 On September 28, 2021, the Company completed a public offering of $300.0 million in aggregate principal amount of unsecured senior notes with a stated interest rate of 0.55% due September 1, 2023 (the “2023 Notes” and together with the 2032 Notes the "Notes") and callable beginning on September 1, 2022. The 2023 Notes were issued at a discount of $2.6 million, resulting in proceeds to the Company of $297.4 million. The Company incurred costs to issue the 2023 Notes of approximately $0.6 million, inclusive of credit rating agencies’ and attorneys’ fees and other costs. The discount and issuance costs are reflected within long-term debt on the Condensed Consolidated Balance Sheets and are amortized to interest expense using the effective interest method over the life of the 2023 Notes. Interest is payable each March 1 and September 1, commencing March 1, 2022. Revolving Credit Facility On September 14, 2021, the Company entered into a first amendment (the "Amendment") to the Company's Fourth Amended and Restated Credit Agreement (as amended, the "Facility") administered by JPMorgan Chase Bank, N.A. Among other things, the Amendment revised the referenced benchmark interest rates to provide for a successor interest rate to LIBOR due to the cessation of certain LIBOR rates as of December 31, 2021. During the nine months ended September 30, 2021, borrowings and repayments under the Facility totaled $650.0 million with a weighted average interest rate of 1.125%. During the nine months ended September 30, 2020, borrowings and repayments under the Facility totaled $500.0 million with a weighted average interest rate of 1.9%. As of September 30, 2021 and December 31, 2020, the Facility had no outstanding balance and $1.0 billion available for use. Covenants and Limitations Under the Company’s debt and credit facilities, the Company is required to meet various covenants and limitations, including limitations on certain leverage ratios, interest coverage and limits on outstanding debt balances held by certain subsidiaries. The Company was in compliance with all covenants and limitations as of September 30, 2021 and December 31, 2020. Letters of Credit and Guarantee During the normal course of business, the Company enters into commitments in the form of letters of credit and bank guarantees to provide its own financial and performance assurance to third parties. The Company has not issued any guarantees on behalf of any third parties. As of September 30, 2021 and December 31, 2020, the Company had $27.7 million and $25.2 million in letters of credit and bank guarantees outstanding, respectively. The Company has multiple arrangements to obtain letters of credit, which include an agreement with unspecified availability and separate agreements for up to $80.0 million in letters of credit, of which $52.3 million was available for use as of September 30, 2021. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Defined Benefit Plans The Company recognizes net periodic benefit cost based on the actuarial analysis performed at the previous year end, adjusted if certain significant events occur during the year. The components of net periodic benefit cost follows: Three Months Ended Nine Months Ended (in millions) 2021 2020 2021 2020 Service cost $ 0.8 $ 0.8 $ 2.2 $ 2.2 Interest cost 0.6 1.1 2.0 3.4 Expected return on plan assets (2.4) (2.4) (7.3) (7.3) Amortization of unrecognized loss (1) 1.6 1.3 4.8 4.0 Settlement expense 0.5 — 1.4 — Net periodic benefit cost $ 1.1 $ 0.8 $ 3.1 $ 2.3 (1) Includes amortization of unrecognized actuarial (gain) loss and prior service credits and excludes provision for income tax of $(0.4) million and $(1.2) million for the three and nine months ended September 30, 2021, respectively, and $(0.4) million and $(1.0) million for the three and nine months ended September 30, 2020, respectively. The components of net periodic benefit cost, other than the service cost component, are included in other non-operating expense (income), net. |
Standard Product Warranties
Standard Product Warranties | 9 Months Ended |
Sep. 30, 2021 | |
Standard Product Warranty Disclosure [Abstract] | |
Standard Product Warranties | Standard Product Warranties The Company offers various standard warranty programs on its products, primarily for certain installed roofing systems, high-performance cables and assemblies and fluid technologies. The Company’s liability for such warranty programs is included in accrued and other current liabilities. The change in standard product warranty liabilities for the nine months ended September 30, follows: (in millions) 2021 2020 Balance as of January 1 $ 30.0 $ 28.7 Provision 8.6 11.5 Acquired warranty obligations 0.7 — Claims (9.2) (10.5) Foreign exchange (0.4) 0.3 Balance as of September 30 $ 29.7 $ 30.0 |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | Financial Instruments Foreign Currency Forward Contracts The Company uses foreign currency forward contracts to hedge a portion of its foreign currency exchange rate exposure to forecasted foreign currency denominated cash flows. These instruments are not held for speculative or trading purposes. A summary of the Company's designated and non-designated hedges follows: September 30, 2021 December 31, 2020 (in millions) Fair Value (1) Notional Value Fair Value (1) Notional Value Designated hedges $ 1.7 $ 122.6 $ 5.0 $ 93.5 Non-designated hedges 0.2 131.7 0.2 63.7 (1) The fair value of foreign currency forward contracts is included in other current assets. The fair value was estimated using observable market inputs such as forward and spot prices of the underlying exchange rate pair. Based on these inputs, derivative assets and liabilities are classified as Level 2 in the fair value hierarchy. Designated Hedges For instruments that are designated and qualify as cash flow hedges, the Company had foreign currency forward contracts with maturities up to 15 months. The changes in the fair value of the contracts are recorded in accumulated other comprehensive income (loss) and recognized in the same line item as the impact of the hedged item, revenues or cost of sales, when the underlying forecasted transaction impacts earnings. The change in accumulated other comprehensive income (loss) related to foreign currency cash flow hedges was immaterial for the three and nine months ended September 30, 2021 and 2020. Gains and losses on the contracts representing hedge components excluded from the assessment of hedge effectiveness are recognized in the same line item as the hedged item, revenues or cost of sales, currently. Non-Designated Hedges For instruments that are not designated as a cash flow hedge, the Company had foreign exchange contracts with maturities less than one year. The unrealized gains and losses resulting from these contracts were immaterial for the three and nine months ended September 30, 2021 and 2020, and are recognized in other non-operating expense (income), net and partially offset corresponding foreign exchange gains and losses on these balances. Rabbi Trust The Company has established a Rabbi Trust to provide for a degree of financial security to cover its obligations under its deferred compensation plan. Contributions to the Rabbi Trust by the Company are made at the discretion of management and generally are made in cash and invested in money-market funds. The Company consolidates the Rabbi Trust and therefore includes the investments in its Condensed Consolidated Balance Sheets. As of September 30, 2021 and December 31, 2020, the Company had $5.9 million and $6.6 million of cash, respectively, and $7.7 million of short-term investments. The short-term investments are classified as trading securities and are measured at fair value using quoted market prices in active markets (i.e., Level 1 measurements) with changes in fair value recorded in net income and the associated cash flows presented as operating cash flows. Investment Securities In accordance with its investment policy, the Company invests its excess cash from time-to-time in investment grade bonds and other securities to achieve higher yields. As of September 30, 2021, the Company had $10.2 million of investment grade bonds, with maturities less than one year. The investment grade bonds are classified as available for sale and measured at fair value using quoted market prices in active markets (i.e., Level 1 measurements) with changes in fair value recorded in accumulated comprehensive income, until realized, and the associated cash flows presented as investing cash flows. The Company did not have any investment securities as of December 31, 2020. Other Financial Instruments Other financial instruments include cash and cash equivalents, accounts receivable, net, accounts payable, accrued expenses and long-term debt. The carrying value for cash and cash equivalents, accounts receivable, net, accounts payable and accrued expenses approximates fair value because of their short-term nature and generally negligible credit losses (refer to Note 12 for the fair value of long-term debt). |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation Over the years, the Company has been named as a defendant, along with numerous other defendants, in lawsuits in various courts in which plaintiffs have alleged injury due to exposure to asbestos-containing friction products produced and sold predominantly by the Company’s discontinued Motion Control business between the late-1940s and the mid-1980s. The Company has been subject to liabilities for indemnity and defense costs associated with these lawsuits. The Company has recorded a liability for estimated indemnity costs associated with pending and future asbestos claims. As of September 30, 2021, the Company believes that its accrual for these costs is not material to the Company's financial position, results of operations, or operating cash flows. The Company recognizes expenses for defense costs associated with asbestos claims during the periods in which they are incurred. Refer to the 2020 Annual Report on Form 10-K for the Company's accounting policy related to litigation defense costs. The Company currently maintains insurance coverage with respect to asbestos-related claims and associated defense costs. The Company records the insurance coverage as a long-term receivable in an amount it reasonably estimates is probable of recovery for pending and future asbestos-related indemnity claims. Since the Company’s insurance policies contain various coverage exclusions, limits of coverage and self-insured retentions and may be subject to insurance coverage disputes, the Company may recognize expenses for indemnity and defense costs in particular periods if and when it becomes probable that such costs will not be covered by insurance. Henry has also been named as a defendant, along with numerous other defendants, in lawsuits in various courts in which plaintiffs have alleged injury due to exposure to asbestos-containing roofing products produced and sold by Henry and certain of its subsidiaries. Henry is subject to liabilities for indemnity and defense costs associated with these lawsuits. As of September 30, 2021, the Company believes such liabilities are not material to the Company’s financial position, results of operations, or operating cash flows. Henry currently maintains insurance coverage with respect to certain asbestos-related claims and associated defense costs. Such insurance policies contain various coverage exclusions, limits of coverage and self-insured retentions and may be subject to insurance coverage disputes. The Company is also involved in various other legal actions and proceedings arising in the ordinary course of business. In the opinion of management, the ultimate outcomes of such actions and proceedings, either individually or in the aggregate, are not expected to have a material adverse effect on the Company’s financial position, results of operations, or operating cash flows. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by Carlisle Companies Incorporated (the "Company" or "Carlisle"). The accompanying unaudited Condensed Consolidated Financial Statements do not include all disclosures as required by accounting principles generally accepted in the United States of America ("United States" or "U.S."), and should be read in conjunction with the Company’s audited Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, as revised by the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 14, 2021 (the "2020 Annual Report on Form 10-K"). The accompanying unaudited Condensed Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the U.S. and, of necessity, include some amounts that are based upon management estimates and judgments. The accompanying unaudited Condensed Consolidated Financial Statements include assets, liabilities, revenues and expenses of all majority-owned subsidiaries. Intercompany transactions and balances are eliminated in consolidation. In the Company's opinion, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting solely of adjustments of a normal, recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. |
Discontinued Operations | Discontinued OperationsThe results of operations for the Company's Carlisle Brake & Friction ("CBF") segment, which was sold to BRWS Parent LLC, a portfolio company of One Rock Capital Partners (“CentroMotion”) on August 2, 2021, have been classified as discontinued operations for all periods presented in the Condensed Consolidated Statements of Income. Assets and liabilities subject to the sale agreement for CBF have been classified as discontinued operations for all periods presented in the Condensed Consolidated Balance Sheets. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Summary of net sales and earnings before interest and taxes ("EBIT") | A summary of segment information follows: Three Months Ended September 30, 2021 2020 (in millions) Revenues Operating Income (Loss) Revenues Operating Income (Loss) Carlisle Construction Materials $ 1,065.8 $ 187.1 $ 823.5 $ 181.3 Carlisle Interconnect Technologies 178.7 (0.5) 168.5 (3.7) Carlisle Fluid Technologies 71.1 4.7 65.0 4.4 Segment total 1,315.6 191.3 1,057.0 182.0 Corporate and unallocated (1) — (24.8) — (27.2) Total $ 1,315.6 $ 166.5 $ 1,057.0 $ 154.8 Nine Months Ended September 30, 2021 2020 (in millions) Revenues Operating Income (Loss) Revenues Operating Income (Loss) Carlisle Construction Materials $ 2,722.4 $ 485.8 $ 2,234.8 $ 426.6 Carlisle Interconnect Technologies 503.4 (24.1) 577.0 11.2 Carlisle Fluid Technologies 208.5 15.6 169.8 2.0 Segment total 3,434.3 477.3 2,981.6 439.8 Corporate and unallocated (1) — (92.3) — (63.3) Total $ 3,434.3 $ 385.0 $ 2,981.6 $ 376.5 (1) Corporate operating loss includes other unallocated costs, primarily general corporate expenses. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
ASP Henry Holdings, Inc. | |
Acquisitions | |
Unaudited Combined Pro Forma Information | The unaudited combined pro forma financial information presented below includes revenues and income from continuing operations, net of tax, of the Company as if the business combination had occurred on January 1, 2020, based on the purchases price allocation presented below: Unaudited Pro Forma Unaudited Pro Forma Three months ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Revenues $ 1,415.7 $ 1,199.6 $ 3,794.6 $ 3,331.4 Income from continuing operations $ 123.9 $ 107.5 $ 264.6 $ 221.2 |
Summary of consideration transferred and the allocation of the consideration to acquired assets and assumed liabilities | The following table summarizes the consideration transferred to acquire Henry 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 Accounting Standards Codification 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 9/1/2021 Total cash consideration transferred $ 1,608.2 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash and cash equivalents 34.3 Receivables, net 79.0 Inventories 59.4 Prepaid expenses and other current assets 10.5 Property, plant and equipment 53.6 Definite-lived intangible assets 735.1 Other long-term assets 3.6 Accounts payable (77.9) Accrued and other current liabilities (28.7) Short-term debt (1.0) Contract liabilities (2.6) Other long-term debt (0.8) Other long-term liabilities (5.9) Deferred income taxes (153.4) Total identifiable net assets 705.2 Goodwill $ 903.0 |
Acquired Definite-lived Intangible Assets | The preliminary fair value and weighted average useful lives of the acquired definite-lived intangible assets are as follows: (in millions) Fair Value Weighted Average Useful Life (in years) Customer relationships $ 448.3 10 Trade names 198.5 9 Technologies 88.2 6 Software 0.1 4 Total $ 735.1 |
Motion Tech Automation, LLC | |
Acquisitions | |
Acquired Definite-lived Intangible Assets | The fair value and weighted average useful lives of the acquired definite-lived intangible assets are as follows: (in millions) Fair Value Weighted Average Useful Life Technologies $ 2.3 9 Customer relationships 1.0 9 Trade names 1.0 5 Total $ 4.3 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Activity of Discontinued Operations | A summary of the results from discontinued operations included in the Condensed Consolidated Statements of Income and Comprehensive Income follows: (in millions) Three Months Ended Nine Months Ended 2021 2020 2021 2020 Revenues $ 32.8 $ 69.7 $ 219.7 $ 199.5 Cost of goods sold 23.9 57.2 171.3 167.0 Other operating expenses, net 4.5 11.5 28.3 37.1 Operating income (loss) 4.4 1.0 20.1 (4.6) Other non-operating expense, net — 0.5 0.2 0.1 Income (loss) from discontinued operations before income taxes and loss on sale 4.4 0.5 19.9 (4.7) Loss on sale of discontinued operations (2.2) — (6.9) — Income (loss) from discontinued operations before income taxes 2.2 0.5 13.0 (4.7) (Benefit from) provision for income taxes (26.9) 0.9 (24.4) (0.7) Income (loss) from discontinued operations $ 29.1 $ (0.4) $ 37.4 $ (4.0) A summary of the carrying amounts of major assets and liabilities, which were classified as held for sale in the Condensed Consolidated Balance Sheets follows: (in millions) December 31, ASSETS Cash and cash equivalents $ 5.1 Receivables, net 58.3 Inventories 70.8 Prepaid other current assets 10.4 Total current assets $ 144.6 Property, plant, and equipment, net $ 102.0 Goodwill, net 96.5 Other intangible assets, net 73.9 Other long-term assets 2.6 Total long-term assets $ 275.0 LIABILITIES Accounts payable $ 33.1 Accrued liabilities and other 20.4 Total current liabilities $ 53.5 Other long-term liabilities $ 21.9 Total long-term liabilities $ 21.9 A summary of cash flows from discontinued operations included in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, follows: (in millions) 2021 2020 Net cash provided by operating activities $ 8.5 $ 24.0 Net cash provided by (used in) investing activities 241.0 (7.5) Net cash used in financing activities (1) (254.6) (17.6) Change in cash and cash equivalents from discontinued operations (5.1) (1.1) Cash and cash equivalents from discontinued operations at beginning of period 5.1 8.7 Cash and cash equivalents from discontinued operations at end of period $ — $ 7.6 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per share | Net income and share data used in the basic and diluted earnings per share computations using the two-class method follows: Three Months Ended Nine Months Ended (in millions, except per share amounts) 2021 2020 2021 2020 Income from continuing operations $ 113.0 $ 102.7 $ 256.2 $ 243.5 Less: dividends declared (28.4) (28.7) (84.4) (84.7) Undistributed earnings 84.6 74.0 171.8 158.8 Percent allocated to common shareholders (1) 99.7 % 99.7 % 99.7 % 99.7 % 84.3 73.8 171.3 158.3 Add: dividends declared to common shares, restricted share units and vested and deferred restricted and performance shares 28.2 28.4 84.1 84.3 Income from continuing operations attributable to common shareholders $ 112.5 $ 102.2 $ 255.4 $ 242.6 Shares: Basic weighted-average shares outstanding 52.3 54.1 52.6 54.9 Effect of dilutive securities: Performance awards 0.2 0.2 0.1 0.2 Stock options 0.5 0.2 0.5 0.3 Diluted weighted-average shares outstanding 53.0 54.5 53.2 55.4 Per share income from continuing operations attributable to common shares: Basic $ 2.15 $ 1.89 $ 4.86 $ 4.42 Diluted $ 2.12 $ 1.88 $ 4.80 $ 4.38 (1) Basic weighted-average shares outstanding 52.3 54.1 52.6 54.9 Basic weighted-average shares outstanding and unvested restricted shares expected to vest 52.4 54.3 52.7 55.1 Percent allocated to common shareholders 99.7 % 99.7 % 99.7 % 99.7 % |
Schedule of antidilutive securities excluded from computation of earnings per share | Three Months Ended Nine Months Ended (in millions) 2021 2020 2021 2020 Income (loss) from discontinued operations attributable to common shareholders for basic and diluted earnings per share $ 29.0 $ (0.4) $ 37.3 $ (4.0) Net income attributable to common shareholders for basic and diluted earnings per share 141.5 101.8 292.7 238.6 Anti-dilutive stock options excluded from earnings per share calculation (1) — 0.4 0.2 0.3 (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. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of the Timing of Revenue Recognition | A summary of estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of September 30, 2021, follows: (in millions) Remainder of 2021 2022 2023 2024 2025 2026 Thereafter Extended service warranties $ 6.1 $ 23.3 $ 22.1 $ 21.0 $ 20.1 $ 19.1 $ 158.1 |
Change in Contract Liabilities | A summary of the change in contract liabilities for the nine months ended September 30, follows: (in millions) 2021 2020 Balance as of January 1 $ 268.3 $ 247.4 Revenue recognized (48.7) (47.4) Revenue deferred 59.9 63.5 Acquired liabilities 2.6 — Balance as of September 30 $ 282.1 $ 263.5 |
Schedule of Change in Contract Assets | A summary of the change in contract assets for the nine months ended September 30, follows: (in millions) 2021 2020 Balance as of January 1 $ 84.5 $ 100.5 Balance as of September 30 73.5 97.4 Change in contract assets $ (11.0) $ (3.1) |
Reconciliation of Disaggregated Revenue | A summary of revenues disaggregated by major end-market industries and reconciliation of disaggregated revenue by segment follows: Three Months Ended September 30, 2021 (in millions) CCM CIT CFT Total General construction $ 1,001.1 $ — $ — $ 1,001.1 Aerospace — 78.0 — 78.0 Heavy equipment 29.8 — — 29.8 Medical — 66.6 — 66.6 Transportation — — 37.9 37.9 General industrial and other 34.9 34.1 33.2 102.2 Total revenues $ 1,065.8 $ 178.7 $ 71.1 $ 1,315.6 Three Months Ended September 30, 2020 (in millions) CCM CIT CFT Total General construction $ 784.8 $ — $ — $ 784.8 Aerospace — 65.3 — 65.3 Heavy equipment 16.4 — — 16.4 Medical — 59.2 — 59.2 Transportation — — 33.3 33.3 General industrial and other 22.3 44.0 31.7 98.0 Total revenues $ 823.5 $ 168.5 $ 65.0 $ 1,057.0 Nine Months Ended September 30, 2021 (in millions) CCM CIT CFT Total General construction $ 2,557.1 $ — $ — $ 2,557.1 Aerospace — 217.9 — 217.9 Heavy equipment 73.0 — — 73.0 Medical — 180.9 — 180.9 Transportation — — 107.6 107.6 General industrial and other 92.3 104.6 100.9 297.8 Total revenues $ 2,722.4 $ 503.4 $ 208.5 $ 3,434.3 Nine Months Ended September 30, 2020 (in millions) CCM CIT CFT Total General construction $ 2,119.8 $ — $ — $ 2,119.8 Aerospace — 282.8 — 282.8 Heavy equipment 51.9 — — 51.9 Medical — 170.2 — 170.2 Transportation — — 91.8 91.8 General industrial and other 63.1 124.0 78.0 265.1 Total revenues $ 2,234.8 $ 577.0 $ 169.8 $ 2,981.6 Revenues by Geographic Area A summary of revenues based on the country to which the product was delivered and reconciliation of disaggregated revenue by segment follows: Three Months Ended September 30, 2021 (in millions) CCM CIT CFT Total United States $ 955.3 $ 134.7 $ 31.2 $ 1,121.2 International: Europe 64.2 15.8 14.3 94.3 Asia 2.6 17.6 22.2 42.4 North America (excluding U.S.) 38.2 3.5 2.8 44.5 Middle East and Africa 3.9 2.4 0.4 6.7 Other 1.6 4.7 0.2 6.5 Total international 110.5 44.0 39.9 194.4 Total revenues $ 1,065.8 $ 178.7 $ 71.1 $ 1,315.6 Three Months Ended September 30, 2020 (in millions) CCM CIT CFT Total United States $ 734.5 $ 118.2 $ 27.3 $ 880.0 International: Europe 56.2 15.0 15.8 87.0 Asia 4.1 18.2 18.2 40.5 North America (excluding U.S.) 24.5 8.0 3.0 35.5 Middle East and Africa 3.0 3.0 0.6 6.6 Other 1.2 6.1 0.1 7.4 Total international 89.0 50.3 37.7 177.0 Total revenues $ 823.5 $ 168.5 $ 65.0 $ 1,057.0 Nine Months Ended September 30, 2021 (in millions) CCM CIT CFT Total United States $ 2,413.1 $ 373.0 $ 93.2 $ 2,879.3 International: Europe 188.9 46.5 40.4 275.8 Asia 12.7 57.1 63.5 133.3 North America (excluding U.S.) 93.0 10.5 8.1 111.6 Middle East and Africa 11.5 7.4 1.2 20.1 Other 3.2 8.9 2.1 14.2 Total international 309.3 130.4 115.3 555.0 Total revenues $ 2,722.4 $ 503.4 $ 208.5 $ 3,434.3 Nine Months Ended September 30, 2020 (in millions) CCM CIT CFT Total United States $ 1,988.6 $ 408.9 $ 76.3 $ 2,473.8 International: Europe 158.6 55.0 32.6 246.2 Asia 12.2 55.2 52.5 119.9 North America (excluding U.S.) 62.3 26.5 6.6 95.4 Middle East and Africa 9.3 10.3 1.3 20.9 Other 3.8 21.1 0.5 25.4 Total international 246.2 168.1 93.5 507.8 Total revenues $ 2,234.8 $ 577.0 $ 169.8 $ 2,981.6 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Compensation Expense | Stock-based compensation cost by award type follows: (in millions) Three Months Ended Nine Months Ended 2021 2020 2021 2020 Stock option awards $ 1.9 $ 2.1 $ 7.8 $ 7.6 Restricted stock awards 1.7 2.0 5.6 5.8 Performance share awards 1.7 1.7 6.0 5.2 Restricted stock units — — — 1.4 Stock appreciation rights — 0.9 9.0 (2.5) Total stock-based compensation cost incurred 5.3 6.7 28.4 17.5 Capitalized (cost) credit during the period — (1.1) (9.3) 1.8 Amortization of capitalized (credit) cost during the period — (0.1) 14.3 0.1 Total stock-based compensation expense $ 5.3 $ 5.5 $ 33.4 $ 19.4 |
Exit and Disposal and Other R_2
Exit and Disposal and Other Restructuring Activities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Summary of Exit and Disposal Activities | The Company's exit and disposal costs by activity follows: (in millions) Three Months Ended Nine Months Ended 2021 2020 2021 2020 Employee severance and benefit arrangements $ 1.2 $ 3.4 $ 6.3 $ 9.4 Accelerated depreciation and impairments 0.8 — 2.9 0.4 Relocation costs 0.4 — 0.7 0.3 Facility cleanup costs 0.5 1.6 (0.5) 2.4 Other restructuring costs 0.7 0.1 2.2 1.5 Total exit and disposal costs $ 3.6 $ 5.1 $ 11.6 $ 14.0 The Company's exit and disposal costs by segment follows: (in millions) Three Months Ended Nine Months Ended 2021 2020 2021 2020 Carlisle Interconnect Technologies $ 3.0 $ 4.5 $ 10.9 $ 11.0 Carlisle Fluid Technologies 0.5 — 0.6 2.1 Carlisle Construction Materials 0.1 0.6 0.1 0.9 Total exit and disposal costs $ 3.6 $ 5.1 $ 11.6 $ 14.0 The Company's exit and disposal costs by financial statement line item follows: (in millions) Three Months Ended Nine Months Ended 2021 2020 2021 2020 Cost of goods sold $ 2.7 $ 3.7 $ 7.1 $ 9.4 Selling and administrative expenses 0.9 1.2 4.3 4.0 Research and development expenses — 0.2 0.2 0.2 Other operating expense, net — — — 0.4 Total exit and disposal costs $ 3.6 $ 5.1 $ 11.6 $ 14.0 The Company's change in exit and disposal activities liability follows: (in millions) Total Balance as of December 31, 2020 $ 6.1 Charges 11.6 Cash payments (12.1) Balance as of September 30, 2021 $ 5.6 |
Inventories, net (Tables)
Inventories, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | (in millions) September 30, December 31, Raw materials $ 233.1 $ 168.2 Work-in-process 82.1 67.4 Finished goods 264.1 225.8 Reserves (30.4) (28.7) Inventories, net $ 548.9 $ 432.7 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of changes in the carrying amount of goodwill | The changes in the carrying amount of goodwill, net by segment follows: (in millions) CCM CIT CFT Total Balance as of December 31, 2020 $ 613.0 $ 835.6 $ 193.1 $ 1,641.7 Goodwill acquired during year (1) 903.0 — — 903.0 Measurement period adjustments (1) — — (0.2) (0.2) Currency translation and other (2.9) (0.4) (1.7) (5.0) Balance as of September 30, 2021 $ 1,513.1 $ 835.2 $ 191.2 $ 2,539.5 (1) Refer to Note 3 for further information on goodwill resulting from recent acquisitions. |
Summary of other intangible assets, net | A summary of the Company's other intangible assets, net follows: September 30, 2021 December 31, 2020 (in millions) Acquired Cost Accumulated Amortization Net Book Value Acquired Cost Accumulated Amortization Net Book Value Assets subject to amortization: Customer relationships $ 1,441.8 $ (449.4) $ 992.4 $ 1,000.7 $ (393.7) $ 607.0 Technology and intellectual property 347.8 (193.6) 154.2 263.0 (172.6) 90.4 Trade names and other 319.5 (62.4) 257.1 115.6 (48.7) 66.9 Assets not subject to amortization: Trade names 195.7 — 195.7 196.6 — 196.6 Other intangible assets, net $ 2,304.8 $ (705.4) $ 1,599.4 $ 1,575.9 $ (615.0) $ 960.9 |
Summary of the net book values of other intangible assets, net by reportable segment | The net book values of other intangible assets, net by reportable segment follows: (in millions) September 30, December 31, Carlisle Construction Materials $ 994.2 $ 300.9 Carlisle Interconnect Technologies 346.2 384.8 Carlisle Fluid Technologies 247.3 261.3 Corporate 11.7 13.9 Total $ 1,599.4 $ 960.9 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | (in millions) Fair Value (1) September 30, December 31, September 30, December 31, 2.20% Notes due 2032 $ 550.0 $ — $ 533.7 $ — 2.75% Notes due 2030 750.0 750.0 772.1 804.8 3.75% Notes due 2027 600.0 600.0 660.7 679.3 3.50% Notes due 2024 400.0 400.0 427.7 438.3 0.55% Notes due 2023 300.0 — 299.9 — 3.75% Notes due 2022 350.0 350.0 359.7 366.9 Unamortized discount, debt issuance costs and other (23.6) (18.7) Total long term-debt 2,926.4 2,081.3 Less: current portion of debt 2.4 1.1 Long term-debt, less current portion $ 2,924.0 $ 2,080.2 (1) The fair value is estimated based on current yield rates plus the Company’s estimated credit spread available for financings with similar terms and maturities. Based on these inputs, the debt instruments are classified as Level 2 in the fair value hierarchy. |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Components of net periodic benefit cost | The components of net periodic benefit cost follows: Three Months Ended Nine Months Ended (in millions) 2021 2020 2021 2020 Service cost $ 0.8 $ 0.8 $ 2.2 $ 2.2 Interest cost 0.6 1.1 2.0 3.4 Expected return on plan assets (2.4) (2.4) (7.3) (7.3) Amortization of unrecognized loss (1) 1.6 1.3 4.8 4.0 Settlement expense 0.5 — 1.4 — Net periodic benefit cost $ 1.1 $ 0.8 $ 3.1 $ 2.3 |
Standard Product Warranties (Ta
Standard Product Warranties (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Standard Product Warranty Disclosure [Abstract] | |
Change in Standard Product Warranty Liabilities | The change in standard product warranty liabilities for the nine months ended September 30, follows: (in millions) 2021 2020 Balance as of January 1 $ 30.0 $ 28.7 Provision 8.6 11.5 Acquired warranty obligations 0.7 — Claims (9.2) (10.5) Foreign exchange (0.4) 0.3 Balance as of September 30 $ 29.7 $ 30.0 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Designated and Non-designated Cash Flow Hedges | A summary of the Company's designated and non-designated hedges follows: September 30, 2021 December 31, 2020 (in millions) Fair Value (1) Notional Value Fair Value (1) Notional Value Designated hedges $ 1.7 $ 122.6 $ 5.0 $ 93.5 Non-designated hedges 0.2 131.7 0.2 63.7 (1) The fair value of foreign currency forward contracts is included in other current assets. The fair value was estimated using observable market inputs such as forward and spot prices of the underlying exchange rate pair. Based on these inputs, derivative assets and liabilities are classified as Level 2 in the fair value hierarchy. |
Segment Information (Details)
Segment Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)business | Sep. 30, 2020USD ($) | |
Net Sales, EBIT, Assets continuing operations by reportable segment | ||||
Number of reportable segments | business | 3 | |||
Revenues | $ 1,315.6 | $ 1,057 | $ 3,434.3 | $ 2,981.6 |
Operating Income (Loss) | 166.5 | 154.8 | 385 | 376.5 |
Operating segments | ||||
Net Sales, EBIT, Assets continuing operations by reportable segment | ||||
Revenues | 1,315.6 | 1,057 | 3,434.3 | 2,981.6 |
Operating Income (Loss) | 191.3 | 182 | 477.3 | 439.8 |
Corporate and unallocated | ||||
Net Sales, EBIT, Assets continuing operations by reportable segment | ||||
Revenues | 0 | 0 | 0 | 0 |
Operating Income (Loss) | (24.8) | (27.2) | (92.3) | (63.3) |
Carlisle Construction Materials | Operating segments | ||||
Net Sales, EBIT, Assets continuing operations by reportable segment | ||||
Revenues | 1,065.8 | 823.5 | 2,722.4 | 2,234.8 |
Operating Income (Loss) | 187.1 | 181.3 | 485.8 | 426.6 |
Carlisle Interconnect Technologies | Operating segments | ||||
Net Sales, EBIT, Assets continuing operations by reportable segment | ||||
Revenues | 178.7 | 168.5 | 503.4 | 577 |
Operating Income (Loss) | (0.5) | (3.7) | (24.1) | 11.2 |
Carlisle Fluid Technologies | Operating segments | ||||
Net Sales, EBIT, Assets continuing operations by reportable segment | ||||
Revenues | 71.1 | 65 | 208.5 | 169.8 |
Operating Income (Loss) | $ 4.7 | $ 4.4 | $ 15.6 | $ 2 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Millions | Sep. 28, 2021 | Sep. 01, 2021 | Jul. 22, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Acquisitions | ||||||||||
Proceeds from notes | $ 842.6 | $ 740.7 | ||||||||
Repayments of the facility | 650 | 500 | ||||||||
Cost of goods sold | $ 944 | $ 739.1 | 2,510.1 | 2,124.2 | ||||||
Amortization | 96.8 | $ 95.7 | ||||||||
Goodwill | $ 2,539.5 | 2,539.5 | 2,539.5 | $ 1,641.7 | ||||||
Carlisle Interconnect Technologies | ||||||||||
Acquisitions | ||||||||||
Goodwill | 835.2 | 835.2 | 835.2 | 835.6 | ||||||
Carlisle Construction Materials | ||||||||||
Acquisitions | ||||||||||
Goodwill | 1,513.1 | 1,513.1 | 1,513.1 | 613 | ||||||
Carlisle Fluid Technologies | ||||||||||
Acquisitions | ||||||||||
Goodwill | $ 191.2 | $ 191.2 | $ 191.2 | $ 193.1 | ||||||
0.55% notes due 2023 | ||||||||||
Acquisitions | ||||||||||
Interest rate (as a percent) | 0.55% | 0.55% | 0.55% | 0.55% | ||||||
2.20% notes due 2032 | ||||||||||
Acquisitions | ||||||||||
Interest rate (as a percent) | 2.20% | 2.20% | 2.20% | 2.20% | ||||||
ASP Henry Holdings, Inc. | ||||||||||
Acquisitions | ||||||||||
Consideration paid | $ 1,608.2 | |||||||||
Contribution to net sales since acquisition | $ 49.6 | |||||||||
Contribution to operating income since acquisition | (2.9) | |||||||||
Cost of goods sold | 5 | |||||||||
Acquisition-related costs | 17.3 | |||||||||
Gross contractual accounts receivable acquired | 81.8 | |||||||||
Accounts receivable not expected to be collected | 2.9 | |||||||||
Goodwill deductible for tax purposes | 50.9 | |||||||||
Deferred tax liabilities | (153.4) | |||||||||
Cash acquired | 34.3 | |||||||||
Goodwill | 903 | |||||||||
Finite-lived intangible assets acquired | 735.1 | |||||||||
Inventory | 59.4 | |||||||||
Accounts receivable | 79 | |||||||||
Accounts payable | 77.9 | |||||||||
ASP Henry Holdings, Inc. | Customer relationships | ||||||||||
Acquisitions | ||||||||||
Amortization | 3.7 | |||||||||
Finite-lived intangible assets acquired | $ 448.3 | |||||||||
Useful life of finite lived intangible assets | 10 years | |||||||||
ASP Henry Holdings, Inc. | Trade names | ||||||||||
Acquisitions | ||||||||||
Amortization | 1.9 | |||||||||
Finite-lived intangible assets acquired | $ 198.5 | |||||||||
Useful life of finite lived intangible assets | 9 years | |||||||||
ASP Henry Holdings, Inc. | Technologies | ||||||||||
Acquisitions | ||||||||||
Amortization | $ 1.2 | |||||||||
Finite-lived intangible assets acquired | $ 88.2 | |||||||||
Useful life of finite lived intangible assets | 6 years | |||||||||
ASP Henry Holdings, Inc. | Software | ||||||||||
Acquisitions | ||||||||||
Finite-lived intangible assets acquired | $ 0.1 | |||||||||
Useful life of finite lived intangible assets | 4 years | |||||||||
ASP Henry Holdings, Inc. | 0.55% notes due 2023 | ||||||||||
Acquisitions | ||||||||||
Proceeds from notes | $ 300 | |||||||||
Repayments of the facility | 300 | |||||||||
ASP Henry Holdings, Inc. | 2.20% notes due 2032 | ||||||||||
Acquisitions | ||||||||||
Proceeds from notes | 550 | |||||||||
Repayments of the facility | $ 550 | |||||||||
Motion Tech Automation, LLC | ||||||||||
Acquisitions | ||||||||||
Consideration paid | $ 33.3 | |||||||||
Goodwill deductible for tax purposes | $ 16.4 | |||||||||
Percentage of ownership interest acquired | 100.00% | |||||||||
Cash acquired | $ 0.3 | |||||||||
Goodwill | 16.4 | |||||||||
Motion Tech Automation, LLC | Carlisle Interconnect Technologies | ||||||||||
Acquisitions | ||||||||||
Maximum indemnification | 1.6 | |||||||||
Indemnification asset | 1.5 | |||||||||
Goodwill | 2.8 | |||||||||
Finite-lived intangible assets acquired | 4.3 | |||||||||
Inventory | 4.9 | |||||||||
Accounts receivable | 2.7 | |||||||||
Accounts payable | 1.3 | |||||||||
Indemnification asset relieved | $ 1.4 | |||||||||
Motion Tech Automation, LLC | Carlisle Construction Materials | ||||||||||
Acquisitions | ||||||||||
Goodwill | 11 | |||||||||
Motion Tech Automation, LLC | Carlisle Fluid Technologies | ||||||||||
Acquisitions | ||||||||||
Goodwill | 2.6 | |||||||||
Motion Tech Automation, LLC | Customer relationships | ||||||||||
Acquisitions | ||||||||||
Finite-lived intangible assets acquired | $ 1 | |||||||||
Useful life of finite lived intangible assets | 9 years | |||||||||
Motion Tech Automation, LLC | Trade names | ||||||||||
Acquisitions | ||||||||||
Finite-lived intangible assets acquired | $ 1 | |||||||||
Useful life of finite lived intangible assets | 5 years | |||||||||
Motion Tech Automation, LLC | Technologies | ||||||||||
Acquisitions | ||||||||||
Finite-lived intangible assets acquired | $ 2.3 | |||||||||
Useful life of finite lived intangible assets | 9 years |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - ASP Henry Holdings, Inc. - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Acquisitions | ||||
Revenues | $ 1,415.7 | $ 1,199.6 | $ 3,794.6 | $ 3,331.4 |
Income from continuing operations | 123.9 | 107.5 | 264.6 | 221.2 |
Depreciation and amortization | $ 13.6 | $ 20.3 | $ 54.4 | $ 61.1 |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Sep. 01, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Goodwill | $ 2,539.5 | $ 1,641.7 | |
ASP Henry Holdings, Inc. | |||
Acquisitions | |||
Consideration paid | $ 1,608.2 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Cash and cash equivalents | 34.3 | ||
Receivables, net | 79 | ||
Inventories | 59.4 | ||
Prepaid expenses and other current assets | 10.5 | ||
Property, plant and equipment | 53.6 | ||
Definite-lived intangible assets | 735.1 | ||
Other long-term assets | 3.6 | ||
Accounts payable | (77.9) | ||
Accrued and other current liabilities | (28.7) | ||
Short-term debt | (1) | ||
Contract liabilities | (2.6) | ||
Other long-term debt | (0.8) | ||
Other long-term liabilities | (5.9) | ||
Deferred tax liabilities | (153.4) | ||
Total identifiable net assets | 705.2 | ||
Goodwill | $ 903 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Millions | Aug. 02, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash received from sale of discontinued operation | $ 247.7 | $ 0 | |
Carlisle Brake & Friction | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash received from sale of discontinued operation | $ 250 | ||
Receivable contingent upon achievement of performance targets | $ 125 |
Discontinued Operations - Resul
Discontinued Operations - Results from Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from discontinued operations before income taxes | $ 2.2 | $ 0.5 | $ 13 | $ (4.7) |
(Benefit from) provision for income taxes | (26.9) | 0.9 | (24.4) | (0.7) |
Income (loss) from discontinued operations | 29.1 | (0.4) | 37.4 | (4) |
Carlisle Brake & Friction | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues | 32.8 | 69.7 | 219.7 | 199.5 |
Cost of goods sold | 23.9 | 57.2 | 171.3 | 167 |
Other operating expenses, net | 4.5 | 11.5 | 28.3 | 37.1 |
Operating income (loss) | 4.4 | 1 | 20.1 | (4.6) |
Other non-operating expense, net | 0 | 0.5 | 0.2 | 0.1 |
Income (loss) from discontinued operations before income taxes and loss on sale | 4.4 | 0.5 | 19.9 | (4.7) |
Loss on sale of discontinued operations | (2.2) | 0 | (6.9) | 0 |
(Benefit from) provision for income taxes | (26.9) | 0.9 | (24.4) | (0.7) |
Income (loss) from discontinued operations | $ 29.1 | $ (0.4) | $ 37.4 | $ (4) |
Discontinued Operations - Balan
Discontinued Operations - Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total current assets | $ 0 | $ 144.6 |
Total long-term assets | 0 | 275 |
Total current liabilities | 0 | 53.5 |
Total long-term liabilities | $ 0 | 21.9 |
Carlisle Brake & Friction | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | 5.1 | |
Receivables, net | 58.3 | |
Inventories | 70.8 | |
Prepaid other current assets | 10.4 | |
Total current assets | 144.6 | |
Property, plant, and equipment, net | 102 | |
Goodwill, net | 96.5 | |
Other intangible assets, net | 73.9 | |
Other long-term assets | 2.6 | |
Total long-term assets | 275 | |
Accounts payable | 33.1 | |
Accrued liabilities and other | 20.4 | |
Total current liabilities | 53.5 | |
Other long-term liabilities | 21.9 | |
Total long-term liabilities | $ 21.9 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Cash Flows from Discontinued Operations (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Change in cash and cash equivalents from discontinued operations | $ (5.1) | $ (1.1) |
Cash and cash equivalents from discontinued operations at beginning of period | 5.1 | 8.7 |
Cash and cash equivalents from discontinued operations at end of period | 0 | 7.6 |
Carlisle Brake & Friction | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net cash provided by operating activities | 8.5 | 24 |
Net cash provided by (used in) investing activities | 241 | (7.5) |
Net cash used in financing activities | (254.6) | (17.6) |
Change in cash and cash equivalents from discontinued operations | $ (5.1) | $ (1.1) |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Income from continuing operations | $ 113 | $ 102.7 | $ 256.2 | $ 243.5 |
Less: dividends declared | (28.4) | (28.7) | (84.4) | (84.7) |
Undistributed earnings | $ 84.6 | $ 74 | $ 171.8 | $ 158.8 |
Percent allocated to common shareholders | 99.70% | 99.70% | 99.70% | 99.70% |
Undistributed earnings available to common shareholders | $ 84.3 | $ 73.8 | $ 171.3 | $ 158.3 |
Add: dividends declared to common shares, restricted share units and vested and deferred restricted and performance shares | 28.2 | 28.4 | 84.1 | 84.3 |
Income from continuing operations attributable to common shareholders | $ 112.5 | $ 102.2 | $ 255.4 | $ 242.6 |
Denominator (in thousands): | ||||
Basic weighted-average shares outstanding (in shares) | 52,300,000 | 54,100,000 | 52,600,000 | 54,900,000 |
Effect of dilutive securities: | ||||
Performance awards (in shares) | 200,000 | 200,000 | 100,000 | 200,000 |
Stock options (in shares) | 500,000 | 200,000 | 500,000 | 300,000 |
Denominator for diluted EPS: weighted-average shares outstanding (in shares) | 53,000,000 | 54,500,000 | 53,200,000 | 55,400,000 |
Per share income from continuing operations attributable to common shares: | ||||
Basic (in dollars per share) | $ 2.15 | $ 1.89 | $ 4.86 | $ 4.42 |
Diluted (in dollars per share) | $ 2.12 | $ 1.88 | $ 4.80 | $ 4.38 |
Basic weighted-average shares outstanding (in shares) | 52,300,000 | 54,100,000 | 52,600,000 | 54,900,000 |
Basic weighted-average shares outstanding and unvested restricted shares expected to vest (in shares) | 52,400,000 | 54,300,000 | 52,700,000 | 55,100,000 |
Percent allocated to common shareholders | 99.70% | 99.70% | 99.70% | 99.70% |
Anti-dilutive stock options excluded from EPS calculation | ||||
Income (loss) from discontinued operations attributable to common shareholders for basic and diluted earnings per share | $ 29 | $ (0.4) | $ 37.3 | $ (4) |
Net income attributable to common shareholders for basic and diluted earnings per share | $ 141.5 | $ 101.8 | $ 292.7 | $ 238.6 |
Anti-dilutive stock options excluded from earnings per share calculation (in shares) | 0 | 400,000 | 200,000 | 300,000 |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligation (Details) $ in Millions | Sep. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue from Contract with Customer [Abstract] | |
Extended service warranties | $ 6.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Extended service warranties, period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Extended service warranties | $ 23.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Extended service warranties, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Extended service warranties | $ 22.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Extended service warranties, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Extended service warranties | $ 21 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Extended service warranties, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Extended service warranties | $ 20.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Extended service warranties, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Extended service warranties | $ 19.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Extended service warranties, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Extended service warranties | $ 158.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Extended service warranties, period |
Revenue Recognition - Change in
Revenue Recognition - Change in Contract Liabilities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Balance as of January 1 | $ 268.3 | $ 247.4 |
Revenue recognized | (48.7) | (47.4) |
Revenue deferred | 59.9 | 63.5 |
Acquired liabilities | 2.6 | 0 |
Balance as of September 30 | $ 282.1 | $ 263.5 |
Revenue Recognition - Change _2
Revenue Recognition - Change in Contract Assets (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Balance as of January 1 | $ 84.5 | $ 100.5 |
Change in contract assets | (11) | (3.1) |
Balance as of September 30 | $ 73.5 | $ 97.4 |
Revenue Recognition - Timing of
Revenue Recognition - Timing of Revenue Recognition and Reconciliation of Disaggregate Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 1,315.6 | $ 1,057 | $ 3,434.3 | $ 2,981.6 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,121.2 | 880 | 2,879.3 | 2,473.8 |
Total international | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 194.4 | 177 | 555 | 507.8 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 94.3 | 87 | 275.8 | 246.2 |
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 42.4 | 40.5 | 133.3 | 119.9 |
North America (excluding U.S.) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 44.5 | 35.5 | 111.6 | 95.4 |
Middle East and Africa | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6.7 | 6.6 | 20.1 | 20.9 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6.5 | 7.4 | 14.2 | 25.4 |
General Construction | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,001.1 | 784.8 | 2,557.1 | 2,119.8 |
Aerospace | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 78 | 65.3 | 217.9 | 282.8 |
Heavy Equipment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 29.8 | 16.4 | 73 | 51.9 |
Medical | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 66.6 | 59.2 | 180.9 | 170.2 |
Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 37.9 | 33.3 | 107.6 | 91.8 |
General Industrial and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 102.2 | 98 | 297.8 | 265.1 |
Carlisle Construction Materials | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,065.8 | 823.5 | 2,722.4 | 2,234.8 |
Carlisle Construction Materials | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 955.3 | 734.5 | 2,413.1 | 1,988.6 |
Carlisle Construction Materials | Total international | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 110.5 | 89 | 309.3 | 246.2 |
Carlisle Construction Materials | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 64.2 | 56.2 | 188.9 | 158.6 |
Carlisle Construction Materials | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2.6 | 4.1 | 12.7 | 12.2 |
Carlisle Construction Materials | North America (excluding U.S.) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 38.2 | 24.5 | 93 | 62.3 |
Carlisle Construction Materials | Middle East and Africa | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3.9 | 3 | 11.5 | 9.3 |
Carlisle Construction Materials | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1.6 | 1.2 | 3.2 | 3.8 |
Carlisle Construction Materials | General Construction | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,001.1 | 784.8 | 2,557.1 | 2,119.8 |
Carlisle Construction Materials | Aerospace | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Carlisle Construction Materials | Heavy Equipment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 29.8 | 16.4 | 73 | 51.9 |
Carlisle Construction Materials | Medical | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Carlisle Construction Materials | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Carlisle Construction Materials | General Industrial and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 34.9 | 22.3 | 92.3 | 63.1 |
Carlisle Interconnect Technologies | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 178.7 | 168.5 | 503.4 | 577 |
Carlisle Interconnect Technologies | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 134.7 | 118.2 | 373 | 408.9 |
Carlisle Interconnect Technologies | Total international | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 44 | 50.3 | 130.4 | 168.1 |
Carlisle Interconnect Technologies | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 15.8 | 15 | 46.5 | 55 |
Carlisle Interconnect Technologies | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 17.6 | 18.2 | 57.1 | 55.2 |
Carlisle Interconnect Technologies | North America (excluding U.S.) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3.5 | 8 | 10.5 | 26.5 |
Carlisle Interconnect Technologies | Middle East and Africa | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2.4 | 3 | 7.4 | 10.3 |
Carlisle Interconnect Technologies | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4.7 | 6.1 | 8.9 | 21.1 |
Carlisle Interconnect Technologies | General Construction | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Carlisle Interconnect Technologies | Aerospace | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 78 | 65.3 | 217.9 | 282.8 |
Carlisle Interconnect Technologies | Heavy Equipment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Carlisle Interconnect Technologies | Medical | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 66.6 | 59.2 | 180.9 | 170.2 |
Carlisle Interconnect Technologies | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Carlisle Interconnect Technologies | General Industrial and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 34.1 | 44 | 104.6 | 124 |
Carlisle Fluid Technologies | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 71.1 | 65 | 208.5 | 169.8 |
Carlisle Fluid Technologies | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 31.2 | 27.3 | 93.2 | 76.3 |
Carlisle Fluid Technologies | Total international | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 39.9 | 37.7 | 115.3 | 93.5 |
Carlisle Fluid Technologies | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 14.3 | 15.8 | 40.4 | 32.6 |
Carlisle Fluid Technologies | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 22.2 | 18.2 | 63.5 | 52.5 |
Carlisle Fluid Technologies | North America (excluding U.S.) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2.8 | 3 | 8.1 | 6.6 |
Carlisle Fluid Technologies | Middle East and Africa | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0.4 | 0.6 | 1.2 | 1.3 |
Carlisle Fluid Technologies | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0.2 | 0.1 | 2.1 | 0.5 |
Carlisle Fluid Technologies | General Construction | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Carlisle Fluid Technologies | Aerospace | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Carlisle Fluid Technologies | Heavy Equipment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Carlisle Fluid Technologies | Medical | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Carlisle Fluid Technologies | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 37.9 | 33.3 | 107.6 | 91.8 |
Carlisle Fluid Technologies | General Industrial and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 33.2 | $ 31.7 | $ 100.9 | $ 78 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation cost incurred | $ 5.3 | $ 6.7 | $ 28.4 | $ 17.5 |
Capitalized (cost) credit during the period | 0 | (1.1) | (9.3) | 1.8 |
Amortization of capitalized (credit) cost during the period | 0 | (0.1) | 14.3 | 0.1 |
Total stock-based compensation expense | 5.3 | 5.5 | 33.4 | 19.4 |
Stock option awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation cost incurred | 1.9 | 2.1 | 7.8 | 7.6 |
Restricted stock awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation cost incurred | 1.7 | 2 | 5.6 | 5.8 |
Performance share awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation cost incurred | 1.7 | 1.7 | 6 | 5.2 |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation cost incurred | 0 | 0 | 0 | 1.4 |
Stock appreciation rights | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation cost incurred | $ 0 | $ 0.9 | $ 9 | $ (2.5) |
Exit and Disposal and Other R_3
Exit and Disposal and Other Restructuring Activities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Exit and disposal costs | $ 3.6 | $ 5.1 | $ 11.6 | $ 14 |
Employee severance and benefit arrangements | 1.2 | 3.4 | 6.3 | 9.4 |
Carlisle Interconnect Technologies | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Exit and disposal costs | 3 | 4.5 | 10.9 | 11 |
Carlisle Interconnect Technologies | Impact from COVID-19 | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Employee severance and benefit arrangements | 0.2 | 1 | 3 | 3.8 |
Carlisle Interconnect Technologies | Facility Closing | CALIFORNIA | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Exit and disposal costs | 0.8 | 2.3 | ||
Exit and disposal costs, expected to be incurred | 4.6 | 4.6 | ||
Exit and disposal costs, remaining amount | $ 3.8 | 3.8 | ||
Carlisle Interconnect Technologies | Facility Closing | Minimum | CALIFORNIA | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Exit and disposal costs, expected period to complete | 13 months | |||
Carlisle Interconnect Technologies | Facility Closing | Maximum | CALIFORNIA | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Exit and disposal costs, expected period to complete | 17 months | |||
Carlisle Interconnect Technologies | Employee Termination Benefit Costs | WASHINGTON | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Exit and disposal costs | 1.8 | 6.9 | ||
Exit and disposal costs, expected to be incurred | $ 14.6 | 14.6 | ||
Exit and disposal costs, remaining amount | 1.1 | 1.1 | ||
Carlisle Interconnect Technologies | Employee Termination Benefit Costs | ALABAMA | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Exit and disposal costs | 0.2 | 1.6 | ||
Carlisle Fluid Technologies | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Exit and disposal costs | 0.5 | 0 | 0.6 | 2.1 |
Carlisle Fluid Technologies | Impact from COVID-19 | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Employee severance and benefit arrangements | 2.1 | |||
Carlisle Construction Materials | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Exit and disposal costs | $ 0.1 | 0.6 | $ 0.1 | 0.9 |
Carlisle Construction Materials | Impact from COVID-19 | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Employee severance and benefit arrangements | $ 0.6 | $ 0.9 |
Exit and Disposal and Other R_4
Exit and Disposal and Other Restructuring Activities - Components of Exit and Disposal Activities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Employee severance and benefit arrangements | $ 1.2 | $ 3.4 | $ 6.3 | $ 9.4 |
Accelerated depreciation | 0.8 | 0 | 2.9 | 0.4 |
Relocation costs | 0.4 | 0 | 0.7 | 0.3 |
Facility cleanup costs | 0.5 | 1.6 | (0.5) | 2.4 |
Other restructuring costs | 0.7 | 0.1 | 2.2 | 1.5 |
Total exit and disposal costs | 3.6 | 5.1 | 11.6 | 14 |
Cost of goods sold | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total exit and disposal costs | 2.7 | 3.7 | 7.1 | 9.4 |
Selling and administrative expenses | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total exit and disposal costs | 0.9 | 1.2 | 4.3 | 4 |
Research and development expenses | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total exit and disposal costs | 0 | 0.2 | 0.2 | 0.2 |
Other operating expense, net | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total exit and disposal costs | 0 | 0 | 0 | 0.4 |
Carlisle Interconnect Technologies | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total exit and disposal costs | 3 | 4.5 | 10.9 | 11 |
Carlisle Fluid Technologies | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total exit and disposal costs | 0.5 | 0 | 0.6 | 2.1 |
Carlisle Construction Materials | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total exit and disposal costs | $ 0.1 | $ 0.6 | $ 0.1 | $ 0.9 |
Exit and Disposal and Other R_5
Exit and Disposal and Other Restructuring Activities - Exit and Disposal Activity Liability (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring Reserve [Roll Forward] | ||||
Balance, beginning | $ 6.1 | |||
Charges | $ 3.6 | $ 5.1 | 11.6 | $ 14 |
Cash payments | (12.1) | |||
Balance, ending | $ 5.6 | $ 5.6 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate on continuing operations (as a percent) | 20.50% | 22.50% |
Anticipated effective tax rate for beginning of year to date (as a percent) | 24.20% | |
Discrete income tax expense (benefit) | $ 12.1 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 233.1 | $ 168.2 |
Work-in-process | 82.1 | 67.4 |
Finished goods | 264.1 | 225.8 |
Reserves | (30.4) | (28.7) |
Inventories, net | $ 548.9 | $ 432.7 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, net - Changes in the Carrying Amount of Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Changes in the carrying amount of goodwill | |
Goodwill, Balance at the beginning of the period | $ 1,641.7 |
Goodwill acquired during the year | 903 |
Measurement period adjustments | (0.2) |
Currency translation and other | (5) |
Goodwill, Balance at the end of the period | 2,539.5 |
Carlisle Construction Materials | |
Changes in the carrying amount of goodwill | |
Goodwill, Balance at the beginning of the period | 613 |
Goodwill acquired during the year | 903 |
Measurement period adjustments | 0 |
Currency translation and other | (2.9) |
Goodwill, Balance at the end of the period | 1,513.1 |
Carlisle Interconnect Technologies | |
Changes in the carrying amount of goodwill | |
Goodwill, Balance at the beginning of the period | 835.6 |
Goodwill acquired during the year | 0 |
Measurement period adjustments | 0 |
Currency translation and other | (0.4) |
Goodwill, Balance at the end of the period | 835.2 |
Carlisle Fluid Technologies | |
Changes in the carrying amount of goodwill | |
Goodwill, Balance at the beginning of the period | 193.1 |
Goodwill acquired during the year | 0 |
Measurement period adjustments | (0.2) |
Currency translation and other | (1.7) |
Goodwill, Balance at the end of the period | $ 191.2 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, net - Other Intangibles and Amortization (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Other intangible assets | ||
Accumulated Amortization | $ (705.4) | $ (615) |
Other intangible assets, net | ||
Other intangible assets, Acquired Cost | 2,304.8 | 1,575.9 |
Other intangible assets, net | 1,599.4 | 960.9 |
Trade names | ||
Assets not subject to amortization: | ||
Trade names | 195.7 | 196.6 |
Customer relationships | ||
Other intangible assets | ||
Acquired Cost | 1,441.8 | 1,000.7 |
Accumulated Amortization | (449.4) | (393.7) |
Net Book Value | 992.4 | 607 |
Technology and intellectual property | ||
Other intangible assets | ||
Acquired Cost | 347.8 | 263 |
Accumulated Amortization | (193.6) | (172.6) |
Net Book Value | 154.2 | 90.4 |
Trade Names and Other | ||
Other intangible assets | ||
Acquired Cost | 319.5 | 115.6 |
Accumulated Amortization | (62.4) | (48.7) |
Net Book Value | $ 257.1 | $ 66.9 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, net - Net Carrying Value of Other Intangibles (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Net book value of other intangible assets by the reportable segment | ||
Other intangible assets, net | $ 1,599.4 | $ 960.9 |
Corporate | ||
Net book value of other intangible assets by the reportable segment | ||
Other intangible assets, net | 11.7 | 13.9 |
Carlisle Construction Materials | ||
Net book value of other intangible assets by the reportable segment | ||
Other intangible assets, net | 994.2 | 300.9 |
Carlisle Interconnect Technologies | ||
Net book value of other intangible assets by the reportable segment | ||
Other intangible assets, net | 346.2 | 384.8 |
Carlisle Fluid Technologies | ||
Net book value of other intangible assets by the reportable segment | ||
Other intangible assets, net | $ 247.3 | $ 261.3 |
Long-term Debt (Details)
Long-term Debt (Details) - USD ($) | Sep. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Borrowings | ||||
Unamortized discount, debt issuance costs and other | $ (23,600,000) | $ (18,700,000) | ||
Total long term-debt | 2,926,400,000 | 2,081,300,000 | ||
Current portion of debt | 2,400,000 | 1,100,000 | ||
Total long-term debt, net of current portion | 2,924,000,000 | 2,080,200,000 | ||
Borrowings from revolving credit facility | 650,000,000 | $ 500,000,000 | ||
Repayments of the facility | 650,000,000 | 500,000,000 | ||
Letters of credit outstanding | 27,700,000 | 25,200,000 | ||
Revolving credit facility | ||||
Borrowings | ||||
Borrowings from revolving credit facility | 650,000,000 | 500,000,000 | ||
Repayments of the facility | $ 650,000,000 | $ 500,000,000 | ||
Weighted average interest rate, over time | 1.125% | 1.90% | ||
Revolving credit facility | $ 0 | 0 | ||
Availability under revolving line of credit | 1,000,000,000 | 1,000,000,000 | ||
2.20% notes due 2032 | ||||
Borrowings | ||||
Long-term debt, carrying amount | $ 550,000,000 | 0 | ||
Interest rate (as a percent) | 2.20% | 2.20% | ||
Notes issued in public offering | $ 550,000,000 | |||
Debt discount | 4,800,000 | |||
Proceeds from public offering of notes | 545,200,000 | |||
Debt issuance costs | $ 1,100,000 | |||
2.20% notes due 2032 | Significant Observable Inputs (Level 2) | ||||
Borrowings | ||||
Fair value of notes | $ 533,700,000 | 0 | ||
2.75% Notes due 2030 | ||||
Borrowings | ||||
Long-term debt, carrying amount | $ 750,000,000 | $ 750,000,000 | ||
Interest rate (as a percent) | 2.75% | 2.75% | ||
2.75% Notes due 2030 | Significant Observable Inputs (Level 2) | ||||
Borrowings | ||||
Fair value of notes | $ 772,100,000 | $ 804,800,000 | ||
3.75% Notes due 2027 | ||||
Borrowings | ||||
Long-term debt, carrying amount | $ 600,000,000 | $ 600,000,000 | ||
Interest rate (as a percent) | 3.75% | 3.75% | ||
3.75% Notes due 2027 | Significant Observable Inputs (Level 2) | ||||
Borrowings | ||||
Fair value of notes | $ 660,700,000 | $ 679,300,000 | ||
3.50% Notes due 2024 | ||||
Borrowings | ||||
Long-term debt, carrying amount | $ 400,000,000 | $ 400,000,000 | ||
Interest rate (as a percent) | 3.50% | 3.50% | ||
3.50% Notes due 2024 | Significant Observable Inputs (Level 2) | ||||
Borrowings | ||||
Fair value of notes | $ 427,700,000 | $ 438,300,000 | ||
0.55% notes due 2023 | ||||
Borrowings | ||||
Long-term debt, carrying amount | $ 300,000,000 | 0 | ||
Interest rate (as a percent) | 0.55% | 0.55% | ||
Notes issued in public offering | $ 300,000,000 | |||
Debt discount | 2,600,000 | |||
Proceeds from public offering of notes | 297,400,000 | |||
Debt issuance costs | $ 600,000 | |||
0.55% notes due 2023 | Significant Observable Inputs (Level 2) | ||||
Borrowings | ||||
Fair value of notes | $ 299,900,000 | 0 | ||
3.75% Notes due 2022 | ||||
Borrowings | ||||
Long-term debt, carrying amount | $ 350,000,000 | $ 350,000,000 | ||
Interest rate (as a percent) | 3.75% | 3.75% | ||
3.75% Notes due 2022 | Significant Observable Inputs (Level 2) | ||||
Borrowings | ||||
Fair value of notes | $ 359,700,000 | $ 366,900,000 | ||
Revolving credit facility | Letter of credit | ||||
Borrowings | ||||
Availability under revolving line of credit | 52,300,000 | |||
Maximum borrowing capacity | $ 80,000,000 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - Defined Benefit Plans - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Components of net periodic benefit cost | ||||
Service cost | $ 0.8 | $ 0.8 | $ 2.2 | $ 2.2 |
Interest cost | 0.6 | 1.1 | 2 | 3.4 |
Expected return on plan assets | (2.4) | (2.4) | (7.3) | (7.3) |
Amortization of unrecognized loss | 1.6 | 1.3 | 4.8 | 4 |
Settlement expense | 0.5 | 0 | 1.4 | 0 |
Net periodic benefit cost | 1.1 | 0.8 | 3.1 | 2.3 |
Amortization of unrecognized actuarial loss, provision for income tax | $ (0.4) | $ (0.4) | $ (1.2) | $ (1) |
Standard Product Warranties (De
Standard Product Warranties (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Standard Product Warranty Accrual | ||
Beginning reserve | $ 30 | $ 28.7 |
Provision | 8.6 | 11.5 |
Acquired warranty obligations | 0.7 | 0 |
Claims | (9.2) | (10.5) |
Foreign exchange | (0.4) | 0.3 |
Ending reserve | $ 29.7 | $ 30 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Derivative Financial Instruments | ||
Investment grade bonds | $ 10.2 | $ 0 |
Cash | ||
Derivative Financial Instruments | ||
Deferred compensation, Rabbi Trust | 5.9 | 6.6 |
Short-term Investments | ||
Derivative Financial Instruments | ||
Deferred compensation, Rabbi Trust | 7.7 | 7.7 |
Foreign Exchange Forward | Designated as Hedging Instrument | ||
Derivative Financial Instruments | ||
Fair value | 1.7 | 5 |
Notional amount | $ 122.6 | 93.5 |
Foreign Exchange Forward | Designated as Hedging Instrument | Cash Flow Hedging | Maximum | ||
Derivative Financial Instruments | ||
Maturity term | 15 months | |
Foreign Exchange Forward | Not Designated as Hedging Instrument | ||
Derivative Financial Instruments | ||
Fair value | $ 0.2 | 0.2 |
Notional amount | $ 131.7 | $ 63.7 |
Foreign Exchange Forward | Not Designated as Hedging Instrument | Maximum | ||
Derivative Financial Instruments | ||
Maturity term | 1 year |