SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-K

(Mark One)

 

 

OR

 

 

Commission file number 1-9278

 

CARLISLE COMPANIES INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

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

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ý  No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

As of February 26, 2002, 30,267,395 shares of common stock of the registrant were outstanding; the aggregate market value of the shares of common stock of the registrant held by non-affiliates was approximately $1,082,916,237 based upon the closing price of the common stock on the New York Stock Exchange on February 26, 2002.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 22, 2002 are incorporated by reference in Part III.

 

 

Part I

 

Item 1.  Business.

 

Carlisle Companies Incorporated was incorporated in 1986 in Delaware as a holding company for Carlisle Corporation, whose operations began in 1917, and its wholly-owned subsidiaries.  Unless the context of this report otherwise requires, the words “Company” and “registrant” refer to Carlisle Companies Incorporated and its wholly-owned subsidiaries and any divisions or subsidiaries they may have.  The Company’s diversified manufacturing operations are conducted through its subsidiaries.

 

The Company manufactures and distributes a wide variety of products across a broad range of industries, including, among others, roofing, construction, trucking, automotive, foodservice, industrial equipment, lawn and garden and aircraft manufacturing.  The Company markets its products both as a component supplier to original equipment manufacturers (“OEMs”), as well as directly to end users.

 

Sales of the Company’s products are reported by distribution to the following six industry segments: Construction Materials, Industrial Components, Specialty Products, Automotive Components, Transportation Products, and General Industry (All Other).  The principal products, services and markets or customers served in each of the industry segments include:

 

Construction Materials.  The principal products of this segment are rubber, plastic and FleeceBACK™ sheeting used predominantly on non-residential flat roofs and related roofing accessories, including flashings, fasteners, sealing tapes, coatings and waterproofings.  The markets served include new construction, re-roofing and maintenance of low slope roofs, water containment, HVAC sealants, and coatings and waterproofings.

 

Industrial Components.  The principal products of this segment are small bias-ply rubber tires, stamped and roll-formed wheels, rubber belts, tensioners and pulleys.  Customers include golf cart manufacturers, power equipment manufacturers, boat and utility trailer manufacturers, and recreation, agricultural, forestry and mining vehicle manufacturers.

 

Specialty Products.  The principal products of this segment are heavy-duty friction and braking systems for truck and off-highway equipment.  Customers include truck OEMs, heavy equipment and truck dealers and aftermarket distributors.

 

Automotive Components.  The principal products of this segment are highly engineered rubber and plastic components for Tier I suppliers and other manufacturers in the automotive market.

 

Transportation Products. The principal products of this segment are specialty trailers and standard and custom-built high payload trailers and dump bodies.  Customers include heavy equipment and truck dealers, shipping lines and commercial haulers.

 

General Industry (All Other).  The principal products of this segment include high grade aerospace wire, specialty electronic cable, cable assemblies and interconnects, commercial and institutional plastic foodservice permanentware and catering equipment, fiberglass and composite material trays and dishes, commercial cookware and servingware, ceramic tableware, specialty rubber and plastic cleaning brushes, stainless steel processing and containment equipment and their related process control systems, refrigerated fiberglass truck bodies, perishable cargo container leasing, and cheese and whey processing equipment. Customers include aerospace OEMs, electronic and communications equipment manufacturers, foodservice distributors, restaurants, food, dairy, beverage and pharmaceutical processors and distributors, and cheese processors.

 

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The amount of total revenue contributed by the products or services in each industry segment for each of the last three fiscal years is as follows (in millions):

 

		2001			2000			1999
Construction Materials		$	464.9		$	407.0		$	405.4
Industrial Components		476.3			441.2			350.6
Specialty Products		115.8			128.7			128.1
Automotive Components		252.0			302.4			314.3
Transportation Products		120.3			129.6			137.2
General Industry - All Other		420.2			362.2			275.7
Total		$	1,849.5		$	1,771.1		$	1,611.3

 

In each industry segment, the Company’s products are generally distributed either by Company-employed field sales personnel or manufacturers’ representatives.  In a few instances, distribution is through dealers and independent distributors.  Since many of the Company’s customers are OEMs, marketing methods and certain operations are designed to accommodate the requirements of a small group of high-volume producer-customers.

 

In each industry segment, satisfactory supplies of raw materials and adequate sources of energy essential for operation of the Company’s businesses have generally been available to date.  Uncertain economic conditions, however, could cause shortages of some basic materials, particularly those which are petroleum derivatives (plastic resins, synthetic rubber, etc.) and used in the Construction Materials, Industrial Components, Automotive Components, and General Industry (All Other) segments.  The Company believes that energy sources are secure and sufficient quantities of raw materials can be obtained through normal sources to avoid interruption of production in 2002.

 

The Company owns or holds the right to use a variety of patents, trademarks, licenses, inventions, trade secrets and other intellectual property rights which, in the aggregate, are considered significant to the successful conduct of each of the Company’s six industry segments.  The Company has adopted a variety of measures and programs to ensure the continued validity and enforceability of its various intellectual property rights.

 

In each industry segment, the Company is engaged in businesses, and its products serve markets, that generally are highly competitive.  Product lines serving most markets tend to be price competitive and all lines also compete on service and product performance.  Except for Automotive Components, no industry segment is dependent upon a single customer, or a few customers, the loss of which would have a material adverse effect on the segment.  Sales to its largest customer represented 34.2% of total Automotive Components segment sales in 2001.

 

Order Backlog was $288.2 million at December 31, 2001, $266.3 million at December 31, 2000, and $228.0 million at December 31, 1999.

 

Research and Development expenses were $17.3 million in 2001 compared to $16.5 million in 2000 and $15.8 million in 1999.

 

The Company employs approximately 11,302 persons on a full-time basis.

 

The businesses of the Construction Materials, Specialty Products, Automotive Components, Transportation Products and General Industry (All Other) segments are generally not seasonal in nature.

 

3

 

Within the Industrial Components segment, distribution of lawn and garden products generally reach peak sales volume during the first two quarters of the year.  The businesses of all six segments are affected by the state of the general economy.

 

In 2001, the Company completed the following acquisitions:  (1) Stork Friesland B.V., and (2) Siersema Sheffers B.V., both Dutch based designers and sellers of evaporators and spray dryers for milk powder processing, (3) EcoStar, Inc. a provider of synthetic roofing tiles for the steep-slope roofing market, (4) Wincanton Engineering Ltd., a U.K. based design and manufacturer of processing equipment for the food, dairy and beverage industries, (5) Connecting Devices, Inc., a designer and manufacturer of RF/microwave connectors and cable assemblies serving the wireless, Internet infrastructure and optoelectronic switch markets, and (6) the Dayco Industrial Power Transmission business of Mark IV Industries, a manufacturer of transmission belts and accessories used by industrial customers to transfer power from motors and engines to motive and stationary drive systems.

 

In each industry segment, the Company’s compliance with Federal, state and local provisions which have been enacted or adopted regulating the discharge of materials into the environment or otherwise relating to the protection of the environment is not anticipated to have a material effect upon the capital expenditures, earnings or the financial and competitive position of the Company or its divisions and subsidiaries.

 

Information on the Company’s revenues, earnings and identifiable assets by industry segment for the last three fiscal years is as follows:

 

		2001			2000			1999
					(In Thousands)
Sales to Unaffiliated Customers(1)
Construction Materials		$	464,932		$	407,039		$	405,387
Industrial Components		476,310			441,186			350,576
Specialty Products		115,771			128,661			128,152
Automotive Components		251,963			302,355			314,246
Transportation Products		120,284			129,604			137,225
General Industry (All Other)		420,217			362,223			275,671
Earnings before interest and income taxes
Construction Materials		$	60,159		$	57,528		$	58,195
Industrial Components		29,214			58,661			49,296
Specialty Products		5,747			13,896			12,807
Automotive Components		10,526			21,396			21,212
Transportation Products		1,633			8,794			14,086
General Industry (All Other)		10,193			31,821			30,241
Corporate(2)		(50,427		)	(13,213		)	(11,200		)
Identifiable Assets
Construction Materials		$	205,979		$	258,558		$	229,905
Industrial Components		488,301			358,944			220,505
Specialty Products		81,116			76,690			77,400
Automotive Components		120,451			139,225			209,654
Transportation Products		66,977			81,152			69,411
General Industry (All Other)		357,010			315,377			228,518
Corporate(3)		78,153			75,733			45,269

 

(1) Intersegment sales or transfer are not material.

 

4

 

(2) Includes general corporate expenses.

(3) Consists primarily of cash and cash equivalents, facilities, and other invested assets.

 

Item 2.  Properties

 

The number, type, location and size of the Company’s properties as of December 31, 2001 are shown on the following charts, by segment.

 

		Number and Nature of Facilities							Square Footage (000’s)
Segment		Manufacturing(1)		Warehouse		Office				Owned		Leased
Construction Materials		10		4		11				856		960
Industrial Components		19		15		1				3,827		1,460
Specialty Products		11		1		1				749		351