Form 10-K CARLISLE COMPANIES INC For: Dec 31
Exhibit 12.1
RATIO OF EARNINGS TO FIXED CHARGES
Year Ended December 31, | |||||||||||||||||||||||||
(in millions, except for ratio) | 2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||||||
Computation of earnings | |||||||||||||||||||||||||
Plus: | |||||||||||||||||||||||||
Earnings before income taxes from continuing operations | $ | 468.2 | $ | 410.5 | $ | 467.9 | $ | 376.1 | $ | 333.0 | |||||||||||||||
Fixed Charges | 47.4 | 42.6 | 45.9 | 45.0 | 44.2 | ||||||||||||||||||||
Amortization of capitalized interest | 1.3 | 1.2 | 1.1 | 1.0 | 0.8 | ||||||||||||||||||||
Less: | |||||||||||||||||||||||||
Interest capitalized | 2.4 | 0.9 | 1.0 | 2.2 | 1.7 | ||||||||||||||||||||
Loss from joint venture | 0.5 | — | — | — | — | ||||||||||||||||||||
Earnings | $ | 514.0 | $ | 453.4 | $ | 513.9 | $ | 419.9 | $ | 376.3 | |||||||||||||||
Fixed Charges (1) | $ | 47.4 | $ | 42.6 | $ | 45.9 | $ | 45.0 | $ | 44.2 | |||||||||||||||
Ratio of earnings to fixed charges | 10.8 | x | 10.6 | x | 11.2 | x | 9.3 | x | 8.5 | x | |||||||||||||||
(1) | Fixed charges consist of interest expense (including interest capitalized and interest on uncertain tax positions) and the portion of rent expense that is representative of the interest factor, which is considered as one-third of total rent expense. |
Exhibit 21.1
Subsidiaries of Registrant
Carlisle Companies Incorporated
Jurisdiction of Incorporation | ||
Carlisle Construction Materials, LLC | Delaware | |
Carlisle Interconnect Technologies, Inc. | Delaware | |
Carlisle, LLC | Delaware | |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-221410 on Form S-3 and Nos. 333-49742, 333-193050, and 333-207563 on Form S-8 of our reports dated February 16, 2018, relating to the financial statements of Carlisle Companies Incorporated (the “Company”), and the effectiveness of the Company's internal control over financial reporting, appearing in this Annual Report on Form 10-K of the Company for the year ended December 31, 2017.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 16, 2018
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements:
Registration Number | Description of Registration Statement |
333-49742 | Carlisle Companies Incorporated Non-Employee Director Stock Option Plan - Form S-8 |
333-193050 | Carlisle Companies Incorporated Executive Incentive Program - Form S-8 |
333-207563 | Carlisle Companies Incorporated Incentive Compensation Program - Form S-8 |
333-221410 | Registration Statement of Carlisle Companies Incorporated - Form S‑3 |
of our report dated February 13, 2017, except for Note 2, as to which the date is February 16, 2018, with respect to the consolidated financial statements of Carlisle Companies Incorporated included in this Annual Report (Form 10-K) of Carlisle Companies Incorporated for the year ended December 31, 2017.
/s/ Ernst & Young LLP
Phoenix, Arizona
February 16, 2018
Exhibit 31.1
Rule 13a‑14(a)/15d‑14(a) Certifications
I, D. Christian Koch, certify that:
1. I have reviewed this annual report on Form 10‑K of Carlisle Companies Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
February 16, 2018 | ||
/s/ D. Christian Koch | ||
Name: | D. Christian Koch | |
Title: | Director, President and Chief Executive Officer | |
Exhibit 31.2
Rule 13a‑14(a)/15d‑14(a) Certifications
I, Robert M. Roche, certify that:
1. I have reviewed this annual report on Form 10‑K of Carlisle Companies Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
February 16, 2018 | ||
/s/ Robert M. Roche | ||
Name: | Robert M. Roche | |
Title: | Vice President and Chief Financial Officer | |
Exhibit 32.1
Section 1350 Certification
Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Carlisle Companies Incorporated, a Delaware corporation (the “Company”), does hereby certify that:
The Annual Report on Form 10‑K for the period ended December 31, 2017 (the “Form 10‑K”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10‑K fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
February 16, 2018 | By: | /s/ D. Christian Koch | |
Name: | D. Christian Koch | ||
Title: | Director, President and Chief Executive Officer | ||
By: | /s/ Robert M. Roche | ||
Name: | Robert M. Roche | ||
Title: | Vice President and Chief Financial Officer | ||