UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~JUNE~~September 30, 2019

Commission file number 1-9278

www.carlisle.com

CARLISLE COMPANIES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

31-1168055

(State of incorporation)

(I.R.S. Employer Identification No.)

(480) 781-5000

(Telephone)

16430 North Scottsdale Road, Suite 400, Scottsdale,Arizona 85254

(Address of principal executive office, including zip code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock

CSL

New York Stock Exchange

Preferred stock purchase rights

n/a

New York Stock Exchange

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			☒			No			☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Yes			☒			No			☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Yes			☐			No			☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes			☐			No			☒

On ~~July 18,~~October 16, 2019, there were ~~56,606,220~~56,673,326 shares of the registrant's common stock outstanding, par value $1.00 per share.

Carlisle Companies Incorporated

Table of Contents


			Page
PART I

Item 1. Financial Statements			3

Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)			3

Condensed Consolidated Balance Sheets (Unaudited)			4

Condensed Consolidated Statement of Cash Flows (Unaudited)			5

Condensed Statement of Shareholders' Equity (Unaudited)			7

Notes to Condensed Consolidated Financial Statements (Unaudited)			8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			2324

Item 3. Quantitative and Qualitative Disclosure about Market Risk			3435

Item 4. Controls and Procedures			3436

PART II

Item 1. Legal Proceedings			3436

Item 1A. Risk Factors			3536

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3536

Item 3. Defaults Upon Senior Securities			3536

Item 4. Mine Safety Disclosures			3536

Item 5. Other Information			3536

Item 6. Exhibits			3637

Signature			3738

PART I

Item 1. Financial Statements

Carlisle Companies Incorporated

Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except per share amounts)	(in millions, except per share amounts)	2019		2018		2019		2018		(in millions, except per share amounts)	2019		2018		2019		2018
Revenues	Revenues	$	1,314.8	$	1,236.1	$	2,386.7	$	2,220.8	Revenues	$	1,280.6	$	1,181.4	$	3,667.3	$	3,402.2

Cost of goods sold	Cost of goods sold	920.6		903.9		1,703.9		1,639.2		Cost of goods sold	900.4		867.1		2,604.3		2,506.3
Selling and administrative expenses	Selling and administrative expenses	172.3		159.9		336.5		308.5		Selling and administrative expenses	175.0		164.8		511.5		473.3
Research and development expenses	Research and development expenses	15.4		14.2		29.8		28.1		Research and development expenses	15.2		12.3		45.0		40.4

Other operating (income) expense, net	Other operating (income) expense, net	(0.7)		(1.6)		(5.4)		(9.4)		Other operating (income) expense, net	(1.0)		(2.8)		(6.4)		(12.2)
Operating income	Operating income	207.2		159.7		321.9		254.4		Operating income	191.0		140.0		512.9		394.4
Interest expense, net	Interest expense, net	14.7		14.2		28.4		28.7		Interest expense, net	16.7		16.3		49.6		49.2
Interest income										Interest income	(1.7)		(3.3)		(6.2)		(7.5)
Other non-operating (income) expense, net	Other non-operating (income) expense, net	(0.6)		(0.7)		(1.0)		1.2		Other non-operating (income) expense, net	(1.2)		5.1		(2.2)		6.3
Income from continuing operations before income taxes	Income from continuing operations before income taxes	193.1		146.2		294.5		224.5		Income from continuing operations before income taxes	177.2		121.9		471.7		346.4
Provision for income taxes	Provision for income taxes	40.1		31.5		64.1		51.9		Provision for income taxes	37.9		25.0		102.0		76.9
Income from continuing operations	Income from continuing operations	153.0		114.7		230.4		172.6		Income from continuing operations	139.3		96.9		369.7		269.5

Discontinued operations:	Discontinued operations:									Discontinued operations:
(Loss) income before income taxes	(Loss) income before income taxes	—		(1.3)		—		297.7		(Loss) income before income taxes	(1.8)		2.6		(1.8)		300.3
Provision (benefit) for income taxes		0.1		(0.3)		(1.9)		47.0
(Benefit from) provision for income taxes										(Benefit from) provision for income taxes	(0.4)		(0.2)		(2.3)		46.8
(Loss) income from discontinued operations	(Loss) income from discontinued operations	(0.1)		(1.0)		1.9		250.7		(Loss) income from discontinued operations	(1.4)		2.8		0.5		253.5
Net income	Net income	$	152.9	$	113.7	$	232.3	$	423.3	Net income	$	137.9	$	99.7	$	370.2	$	523.0

Basic earnings per share attributable to common shares:	Basic earnings per share attributable to common shares:									Basic earnings per share attributable to common shares:
Income from continuing operations	Income from continuing operations	$	2.68	$	1.88	$	4.01	$	2.80	Income from continuing operations	$	2.45	$	1.61	$	6.46	$	4.40
(Loss) income from discontinued operations	(Loss) income from discontinued operations	—		(0.02)		0.03		4.07		(Loss) income from discontinued operations	(0.02)		0.05		0.01		4.15
Basic earnings per share	Basic earnings per share	$	2.68	$	1.86	$	4.04	$	6.87	Basic earnings per share	$	2.43	$	1.66	$	6.47	$	8.55

Diluted earnings per share attributable to common shares:	Diluted earnings per share attributable to common shares:									Diluted earnings per share attributable to common shares:
Income from continuing operations	Income from continuing operations	$	2.65	$	1.87	$	3.98	$	2.78	Income from continuing operations	$	2.42	$	1.59	$	6.40	$	4.37
(Loss) income from discontinued operations	(Loss) income from discontinued operations	—		(0.02)		0.03		4.04		(Loss) income from discontinued operations	(0.02)		0.05		0.01		4.12
Diluted earnings per share	Diluted earnings per share	$	2.65	$	1.85	$	4.01	$	6.82	Diluted earnings per share	$	2.40	$	1.64	$	6.41	$	8.49

Average shares outstanding (in thousands):	Average shares outstanding (in thousands):									Average shares outstanding (in thousands):
Basic	Basic	56,960		60,641		57,246		61,159		Basic	56,657		59,826		57,073		60,712
Diluted	Diluted	57,566		61,059		57,730		61,593		Diluted	57,335		60,329		57,621		61,176

Comprehensive income:	Comprehensive income:									Comprehensive income:
Net income	Net income	$	152.9	$	113.7	$	232.3	$	423.3	Net income	$	137.9	$	99.7	$	370.2	$	523.0
Other comprehensive income:	Other comprehensive income:									Other comprehensive income:
Foreign currency (losses) gains		(3.6)		(35.4)		0.3		(13.2)
Foreign currency losses										Foreign currency losses	(23.6)		(8.4)		(23.3)		(21.6)
Amortization of unrecognized net periodic benefit costs, net of tax	Amortization of unrecognized net periodic benefit costs, net of tax	0.6		1.1		1.3		2.0		Amortization of unrecognized net periodic benefit costs, net of tax	0.7		0.6		2.0		2.6
Other, net of tax	Other, net of tax	(1.6)		0.3		—		0.5		Other, net of tax	(1.2)		—		(1.2)		0.5
Other comprehensive (loss) income		(4.6)		(34.0)		1.6		(10.7)
Other comprehensive loss										Other comprehensive loss	(24.1)		(7.8)		(22.5)		(18.5)
Comprehensive income	Comprehensive income	$	148.3	$	79.7	$	233.9	$	412.6	Comprehensive income	$	113.8	$	91.9	$	347.7	$	504.5

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

Carlisle Companies Incorporated

Condensed Consolidated Balance Sheets (Unaudited)


(in millions, except share and per share amounts)	(in millions, except share and per share amounts)	June 30, 2019		December 31, 2018		(in millions, except share and per share amounts)	September 30, 2019		December 31, 2018
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	422.0	$	803.6	Cash and cash equivalents	$	658.1	$	803.6
Receivables, net of allowance of $5.7 million and $5.1 million, respectively		915.6		698.3
Receivables, net of allowance of $5.6 million and $5.1 million, respectively						Receivables, net of allowance of $5.6 million and $5.1 million, respectively	862.0		698.3
Inventories, net	Inventories, net	505.6		457.5		Inventories, net	508.4		457.5
Prepaid expenses	Prepaid expenses	19.0		22.0		Prepaid expenses	25.4		22.0
Other current assets	Other current assets	60.0		75.3		Other current assets	53.5		75.3
Total current assets	Total current assets	1,922.2		2,056.7		Total current assets	2,107.4		2,056.7

Property, plant, and equipment, net	Property, plant, and equipment, net	778.6		760.1		Property, plant, and equipment, net	757.1		760.1
Goodwill, net	Goodwill, net	1,530.9		1,441.8		Goodwill, net	1,534.6		1,441.8
Other intangible assets, net	Other intangible assets, net	1,058.6		967.7		Other intangible assets, net	1,031.6		967.7
Other long-term assets	Other long-term assets	106.4		22.9		Other long-term assets	110.4		22.9
Total assets	Total assets	$	5,396.7	$	5,249.2	Total assets	$	5,541.1	$	5,249.2

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:

Accounts payable	Accounts payable	$	374.4	$	312.1	Accounts payable	$	371.8	$	312.1
Accrued liabilities and other	Accrued liabilities and other	248.8		258.0		Accrued liabilities and other	293.6		258.0
Deferred revenue	Deferred revenue	26.7		25.5		Deferred revenue	26.8		25.5

Total current liabilities	Total current liabilities	649.9		595.6		Total current liabilities	692.2		595.6

Long-term liabilities:	Long-term liabilities:					Long-term liabilities:
Long-term debt	Long-term debt	1,589.4		1,587.8		Long-term debt	1,590.2		1,587.8
Deferred revenue	Deferred revenue	208.9		201.9		Deferred revenue	214.6		201.9
Other long-term liabilities	Other long-term liabilities	365.3		266.5		Other long-term liabilities	363.1		266.5
Total long-term liabilities	Total long-term liabilities	2,163.6		2,056.2		Total long-term liabilities	2,167.9		2,056.2

Shareholders' equity:	Shareholders' equity:					Shareholders' equity:
Preferred stock, $1 par value per share (5,000,000 shares authorized and unissued)	Preferred stock, $1 par value per share (5,000,000 shares authorized and unissued)	—		—		Preferred stock, $1 par value per share (5,000,000 shares authorized and unissued)	—		—
Common stock, $1 par value per share (200,000,000 shares; 56,420,192 and 57,957,912 shares outstanding, respectively)		78.7		78.7
Common stock, $1 par value per share (200,000,000 shares; 56,494,919 and 57,957,912 shares outstanding, respectively)						Common stock, $1 par value per share (200,000,000 shares; 56,494,919 and 57,957,912 shares outstanding, respectively)	78.7		78.7
Additional paid-in capital	Additional paid-in capital	397.3		383.8		Additional paid-in capital	405.0		383.8
Deferred compensation equity	Deferred compensation equity	3.0		8.0		Deferred compensation equity	2.9		8.0
Treasury shares, at cost (22,056,282 and 20,534,652 shares, respectively)		(1,312.8)		(1,102.4)
Treasury shares, at cost (21,986,358 and 20,534,652 shares, respectively)						Treasury shares, at cost (21,986,358 and 20,534,652 shares, respectively)	(1,308.1)		(1,102.4)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(120.5)		(122.1)		Accumulated other comprehensive loss	(144.6)		(122.1)
Retained earnings	Retained earnings	3,537.5		3,351.4		Retained earnings	3,647.1		3,351.4
Total shareholders' equity	Total shareholders' equity	2,583.2		2,597.4		Total shareholders' equity	2,681.0		2,597.4
Total liabilities and equity	Total liabilities and equity	$	5,396.7	$	5,249.2	Total liabilities and equity	$	5,541.1	$	5,249.2

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

Carlisle Companies Incorporated

Condensed Consolidated Statements of Cash Flows (Unaudited)


		Six Months Ended June 30,							Nine Months Ended September 30,
(in millions)	(in millions)	2019		2018		(in millions)	2019		2018
Operating activities:	Operating activities:					Operating activities:
Net income	Net income	$	232.3	$	423.3	Net income	$	370.2	$	523.0
Reconciliation of net income to net cash provided by operating activities:	Reconciliation of net income to net cash provided by operating activities:					Reconciliation of net income to net cash provided by operating activities:
Depreciation	Depreciation	43.8		43.8		Depreciation	65.6		64.6
Amortization	Amortization	56.2		53.5		Amortization	85.9		78.6
Lease expense	Lease expense	13.2		—		Lease expense	20.3		—

Stock-based compensation, net of tax benefit	Stock-based compensation, net of tax benefit	11.3		13.4		Stock-based compensation, net of tax benefit	19.2		17.8
Deferred taxes	Deferred taxes	(1.9)		(8.9)		Deferred taxes	(3.3)		(9.0)
Gain on sale of assets						Gain on sale of assets	0.3		(6.4)
Gain on sale of discontinued operation, net of tax	Gain on sale of discontinued operation, net of tax	—		(247.6)		Gain on sale of discontinued operation, net of tax	—		(251.0)
Other operating activities, net	Other operating activities, net	7.9		(9.4)		Other operating activities, net	5.3		0.4
Changes in assets and liabilities, excluding effects of acquisitions:	Changes in assets and liabilities, excluding effects of acquisitions:					Changes in assets and liabilities, excluding effects of acquisitions:
Receivables	Receivables	(198.0)		(194.9)		Receivables	(145.6)		(207.2)
Inventories	Inventories	(6.4)		(60.2)		Inventories	(9.1)		(61.9)
Prepaid expenses and other assets	Prepaid expenses and other assets	26.9		3.2		Prepaid expenses and other assets	8.2		(0.9)
Accounts payable	Accounts payable	71.0		66.3		Accounts payable	71.0		12.6
Accrued liabilities and other	Accrued liabilities and other	(47.3)		(91.1)		Accrued liabilities and other	12.6		(66.2)
Deferred revenues	Deferred revenues	7.2		8.7		Deferred revenues	13.1		11.8
Other long-term liabilities	Other long-term liabilities	(19.1)		(2.9)		Other long-term liabilities	(24.2)		(3.6)
Net cash provided by (used in) operating activities		197.1		(2.8)
Net cash provided by operating activities						Net cash provided by operating activities	489.5		102.6

Investing activities:	Investing activities:					Investing activities:
Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(272.0)		(19.3)		Acquisitions, net of cash acquired	(287.7)		(19.5)
Capital expenditures	Capital expenditures	(41.0)		(66.9)		Capital expenditures	(56.6)		(96.1)
Proceeds from sale of discontinued operation	Proceeds from sale of discontinued operation	—		754.6		Proceeds from sale of discontinued operation	—		758.0
Other investing activities, net	Other investing activities, net	1.1		5.7		Other investing activities, net	2.2		11.4
Net cash (used in) provided by investing activities	Net cash (used in) provided by investing activities	(311.9)		674.1		Net cash (used in) provided by investing activities	(342.1)		653.8

Financing activities:	Financing activities:					Financing activities:

Repurchases of common stock	Repurchases of common stock	(232.1)		(235.7)		Repurchases of common stock	(232.1)		(295.4)
Dividends paid	Dividends paid	(46.2)		(45.6)		Dividends paid	(74.5)		(69.7)
Proceeds from exercise of stock options	Proceeds from exercise of stock options	20.5		5.0		Proceeds from exercise of stock options	27.3		22.3
Withholding tax paid related to stock-based compensation	Withholding tax paid related to stock-based compensation	(9.3)		(9.6)		Withholding tax paid related to stock-based compensation	(9.7)		(9.7)
Other financing activities, net	Other financing activities, net	(0.1)		—		Other financing activities, net	(2.7)		—
Net cash used in financing activities	Net cash used in financing activities	(267.2)		(285.9)		Net cash used in financing activities	(291.7)		(352.5)		��

Effect of foreign currency exchange rate changes on cash and cash equivalents	Effect of foreign currency exchange rate changes on cash and cash equivalents	0.4		—		Effect of foreign currency exchange rate changes on cash and cash equivalents	(1.2)		(0.4)
Change in cash and cash equivalents	Change in cash and cash equivalents	(381.6)		385.4		Change in cash and cash equivalents	(145.5)		403.5
Less: change in cash and cash equivalents of discontinued operations	Less: change in cash and cash equivalents of discontinued operations	—		1.3		Less: change in cash and cash equivalents of discontinued operations	—		1.3
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	803.6		378.3		Cash and cash equivalents at beginning of period	803.6		378.3
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	422.0	$	762.4	Cash and cash equivalents at end of period	$	658.1	$	780.5

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

Carlisle Companies Incorporated

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)


		Common Stock					Additional Paid-In Capital		Deferred Compensation Equity		Accumulated Other Comprehensive Income (Loss)		Retained Earnings	Shares in Treasury							Total Shareholders' Equity				Common Stock								Additional Paid-In Capital			Deferred Compensation Equity		Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Shares in Treasury			Total Shareholders' Equity
(in millions, except per share amounts)	(in millions, except per share amounts)	Shares	Amount													Shares			Cost					(in millions, except per share amounts)			Shares			Amount					Additional Paid-In Capital		Deferred Compensation Equity			Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Shares	Cost		Total Shareholders' Equity
Balance as of March 31, 2018		60.7	$	78.7	$	357.6	$	11.1	$	(68.9)	$	3,120.3	17.7	$	(778.0)	$	2,720.8

Net income		—	—		—		—		—		113.7		—	—		113.7
Other comprehensive loss, net of tax		—	—		—		—		(34.0)		—		—	—		(34.0)
Cash dividends - $0.37 per share		—	—		—		—		—		(22.5)		—	—		(22.5)
Repurchases of common stock		(1.0)	—		—		—		—		—		1.0	(111.3)		(111.3)
Issuances and deferrals, net for stock based compensation¹		0.1	—		8.2		(3.3)		—		—		(0.1)	0.7		5.6
Balance as of June 30, 2018	Balance as of June 30, 2018	59.8	$	78.7	$	365.8	$	7.8	$	(102.9)	$	3,211.5	18.6	$	(888.6)	$	2,672.3	Balance as of June 30, 2018		59.8		$	78.7		$	365.8		$	7.8		$	(102.9)	$	3,211.5		18.6		$	(888.6)		$	2,672.3

Balance as of March 31, 2019		56.8	$	78.7	$	390.1	$	7.8	$	(115.9)	$	3,407.5	21.6	$	(1,243.5)	$	2,524.7

Net income	Net income	—	—		—		—		—		152.9		—	—		152.9		Net income		—		—			—			—			—		99.7			—		—			99.7
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	—	—		—		—		(4.6)		—		—	—		(4.6)		Other comprehensive loss, net of tax		—		—			—			—			(7.8)		—			—		—			(7.8)
Cash dividends - $0.40 per share	Cash dividends - $0.40 per share	—	—		—		—		—		(22.9)		—	—		(22.9)		Cash dividends - $0.40 per share		—		—			—			—			—		(24.1)			—		—			(24.1)
Repurchases of common stock	Repurchases of common stock	(0.6)	—		—		—		—		—		0.6	(75.0)		(75.0)		Repurchases of common stock		(0.5)		—			—			—			—		—			0.5		(59.3)			(59.3)
Issuances and deferrals, net for stock based compensation¹		0.2	—		7.2		(4.8)		—		—		(0.2)	5.7		8.1
Issuances and deferrals, net for stock based compensation⁽¹⁾																		Issuances and deferrals, net for stock based compensation⁽¹⁾		0.3		—			12.0			0.5			—		—			(0.3)		12.4			24.9
Balance as of September 30, 2018																		Balance as of September 30, 2018		59.6		$	78.7		$	377.8		$	8.3		$	(110.7)	$	3,287.1		18.8		$	(935.5)		$	2,705.7

Balance as of June 30, 2019	Balance as of June 30, 2019	56.4	$	78.7	$	397.3	$	3.0	$	(120.5)	$	3,537.5	22.0	$	(1,312.8)	$	2,583.2	Balance as of June 30, 2019		56.4		$	78.7		$	397.3		$	3.0		$	(120.5)	$	3,537.5		22.0		$	(1,312.8)		$	2,583.2

Net income																		Net income		—		—			—			—			—		137.9			—		—			137.9
Other comprehensive loss, net of tax																		Other comprehensive loss, net of tax		—		—			—			—			(24.1)		—			—		—			(24.1)
Cash dividends - $0.50 per share																		Cash dividends - $0.50 per share		—		—			—			—			—		(28.3)			—		—			(28.3)
Repurchases of common stock																		Repurchases of common stock		—		—			—			—			—		—			—		—			—
Issuances and deferrals, net for stock based compensation⁽¹⁾																		Issuances and deferrals, net for stock based compensation⁽¹⁾		0.1		—			7.7			(0.1)			—		—			(0.1)		4.7			12.3
Balance as of September 30, 2019																		Balance as of September 30, 2019		56.5		$	78.7		$	405.0		$	2.9		$	(144.6)	$	3,647.1		21.9		$	(1,308.1)		$	2,681.0

^1.(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.

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

Carlisle Companies Incorporated

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)


		Common Stock					Additional Paid-In Capital		Deferred Compensation Equity		Accumulated Other Comprehensive Income (Loss)		Retained Earnings	Shares in Treasury							Total Shareholders' Equity				Common Stock								Additional Paid-In Capital			Deferred Compensation Equity		Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Shares in Treasury			Total Shareholders' Equity
(in millions, except per share amounts)	(in millions, except per share amounts)	Shares	Amount													Shares			Cost					(in millions, except per share amounts)			Shares			Amount					Additional Paid-In Capital		Deferred Compensation Equity			Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Shares	Cost		Total Shareholders' Equity
Balance as of December 31, 2017	Balance as of December 31, 2017	61.8	$	78.7	$	353.7	$	10.4	$	(85.7)	$	2,820.8	16.6	$	(649.6)	$	2,528.3	Balance as of December 31, 2017		61.8		$	78.7		$	353.7		$	10.4		$	(85.7)	$	2,820.8		16.6		$	(649.6)		$	2,528.3
Adoption of accounting standards	Adoption of accounting standards	—	—		—		—		(6.5)		13.0		—	—		6.5		Adoption of accounting standards		—		—			—			—			(6.5)		13.0			—		—			6.5
Net income	Net income	—	—		—		—		—		423.3		—	—		423.3		Net income		—		—			—			—			—		523.0			—		—			523.0
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	—	—		—		—		(10.7)		—		—	—		(10.7)		Other comprehensive loss, net of tax		—		—			—			—			(18.5)		—			—		—			(18.5)
Cash dividends - $0.74 per share		—	—		—		—		—		(45.6)		—	—		(45.6)
Cash dividends - $1.14 per share																		Cash dividends - $1.14 per share		—		—			—			—			—		(69.7)			—		—			(69.7)
Repurchases of common stock	Repurchases of common stock	(2.2)	—		—		—		—		—		2.2	(240.6)		(240.6)		Repurchases of common stock		(2.7)		—			—			—			—		—			2.7		(299.9)			(299.9)
Issuances and deferrals, net for stock based compensation¹		0.2	—		12.1		(2.6)		—		—		(0.2)	1.6		11.1
Balance as of June 30, 2018		59.8	$	78.7	$	365.8	$	7.8	$	(102.9)	$	3,211.5	18.6	$	(888.6)	$	2,672.3
Issuances and deferrals, net for stock based compensation⁽¹⁾																		Issuances and deferrals, net for stock based compensation⁽¹⁾		0.5		—			24.1			(2.1)			—		—			(0.5)		14.0			36.0
Balance as of September 30, 2018																		Balance as of September 30, 2018		59.6		$	78.7		$	377.8		$	8.3		$	(110.7)	$	3,287.1		18.8		$	(935.5)		$	2,705.7

Balance as of December 31, 2018	Balance as of December 31, 2018	57.9	$	78.7	$	383.8	$	8.0	$	(122.1)	$	3,351.4	20.5	$	(1,102.4)	$	2,597.4	Balance as of December 31, 2018		57.9		$	78.7		$	383.8		$	8.0		$	(122.1)	$	3,351.4		20.5		$	(1,102.4)		$	2,597.4

Net income	Net income	—	—		—		—		—		232.3		—	—		232.3		Net income		—		—			—			—			—		370.2			—		—			370.2
Other comprehensive income, net of tax		—	—		—		—		1.6		—		—	—		1.6
Cash dividends - $0.80 per share		—	—		—		—		—		(46.2)		—	—		(46.2)
Other comprehensive loss, net of tax																		Other comprehensive loss, net of tax		—		—			—			—			(22.5)		—			—		—			(22.5)
Cash dividends - $1.30 per share																		Cash dividends - $1.30 per share		—		—			—			—			—		(74.5)			—		—			(74.5)
Repurchases of common stock	Repurchases of common stock	(1.9)	—		—		—		—		—		1.9	(224.9)		(224.9)		Repurchases of common stock		(1.9)		—			—			—			—		—			1.9		(224.9)			(224.9)
Issuances and deferrals, net for stock based compensation¹		0.4	—		13.5		(5.0)		—		—		(0.4)	14.5		23.0
Balance as of June 30, 2019		56.4	$	78.7	$	397.3	$	3.0	$	(120.5)	$	3,537.5	22.0	$	(1,312.8)	$	2,583.2
Issuances and deferrals, net for stock based compensation⁽¹⁾																		Issuances and deferrals, net for stock based compensation⁽¹⁾		0.5		—			21.2			(5.1)			—		—			(0.5)		19.2			35.3
Balance as of September 30, 2019																		Balance as of September 30, 2019		56.5		$	78.7		$	405.0		$	2.9		$	(144.6)	$	3,647.1		21.9		$	(1,308.1)		$	2,681.0

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

Carlisle Companies Incorporated

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1—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 Annual Report on Form 10-K for the year ended December 31, 2018.

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, except as disclosed in Note 2 for new accounting standards adopted, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. During the third quarter of 2019, the Company revised the Condensed Consolidated Statements of Income to reclassify interest income from interest expense, net to a separately disclosed line item. The Company has reclassified certain prior period amounts to conform to the current period presentation. The change was made to align the Condensed Consolidated Statements of Income with the generally accepted terminology.

Note 2—New Accounting Pronouncements

New Accounting Standards Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02") which requires lessees to recognize a lease liability for the obligation to make lease payments, measured at the present value on a discounted basis, and a right-of-use ("ROU") asset for the right to use the underlying asset for the duration of the lease term, measured as the lease liability amount adjusted for lease prepayments, lease incentives received, and initial direct costs.

The Company adopted ASU 2016-02 and all related amendments ("ASC 842") on January 1, 2019, using the alternative modified retrospective method, also known as the transition relief method, permitted under ASC 842, which did not require restatement of prior periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. The standard did not materially impact consolidated net income or cash flows.

Following is a summary of the effects of adopting ASC 842 on the Condensed Consolidated Balance Sheet:


		June 30, 2019											September 30, 2019
(in millions)	(in millions)	As Reported		Balances Without Adoption of ASC 842		Effect of Change Higher/(Lower)		(in millions)	As Reported		Balances Without Adoption of ASC 842		Effect of Change Higher/(Lower)
Other current assets	Other current assets	$	60.0	$	60.5	$	(0.5)	Other current assets	$	53.5	$	54.0	$	(0.5)
Other long-term assets	Other long-term assets	106.4		36.8		69.6		Other long-term assets	110.4		40.8		69.6
Accrued liabilities and other	Accrued liabilities and other	248.8		227.4		21.4		Accrued liabilities and other	293.6		272.2		21.4
Other long-term liabilities	Other long-term liabilities	365.3		317.6		47.7		Other long-term liabilities	363.1		315.4		47.7

Note 3—Segment Information

The Company has organized its operations into four segments, based on the products it sells, as follows:

Carlisle Construction Materials ("CCM")—the principal products of this segment are rubber (EPDM), thermoplastic polyolefin (TPO) and polyvinyl chloride (PVC) roofing membranes used predominantly on ~~non-residential~~non-

residential low-sloped roofs, related roofing accessories, including flashings, fasteners, sealing tapes and coatings and waterproofing products. In addition, CCM offers a broad range of specialty polyurethane products and solutions across a broad diversity of markets and applications, and metal panel roofing primarily for residential and commercial markets. CCM also manufactures and distributes energy-efficient rigid foam insulation panels for

substantially all roofing applications. The markets served primarily include new construction, re-roofing and maintenance of low-sloped roofs, water containment, HVAC sealants and coatings and waterproofing.

Carlisle Interconnect Technologies ("CIT")—the principal products of this segment are high-performance wire, cable, connectors, contacts and cable assemblies for the transfer of power and data primarily for the aerospace, medical, defense electronics, test and measurement equipment and select industrial markets.

Carlisle Fluid Technologies ("CFT")—the principal products of this segment are industrial liquid and powder finishing equipment, integrated system solutions for spraying, pumping, mixing, metering and curing of a variety of coatings used in the general industrial, transportation, auto refinishing, protective coating, wood and specialty markets, and sealants and adhesives.

Carlisle Brake & Friction ("CBF")—the principal products of this segment include high-performance brakes and friction material and clutch and transmission friction material for the construction, agriculture, mining, on-highway, aerospace and motor sports markets.

A summary of segment information follows:


		Three Months Ended June 30,															Three Months Ended September 30,
		2019						2018							2019				2018
(in millions)	(in millions)	Revenues		Operating Income (Loss)		Revenues		Operating Income (Loss)		(in millions)	Revenues		Operating Income (Loss)		Revenues		Operating Income (Loss)
Carlisle Construction Materials	Carlisle Construction Materials	$	915.0	$	182.5	$	828.6	$	141.4	Carlisle Construction Materials	$	893.5	$	173.0	$	776.8	$	120.9
Carlisle Interconnect Technologies	Carlisle Interconnect Technologies	245.4		35.9		237.7		27.5		Carlisle Interconnect Technologies	241.9		36.0		240.2		29.3
Carlisle Fluid Technologies	Carlisle Fluid Technologies	67.3		3.3		73.3		7.8		Carlisle Fluid Technologies	68.5		4.2		72.4		11.6
Carlisle Brake & Friction	Carlisle Brake & Friction	87.1		8.3		96.5		2.9		Carlisle Brake & Friction	76.7		5.7		92.0		(1.1)
Segment Total		1,314.8		230.0		1,236.1		179.6
Corporate and unallocated¹		—		(22.8)		—		(19.9)
Segment total										Segment total	1,280.6		218.9		1,181.4		160.7
Corporate and unallocated⁽¹⁾										Corporate and unallocated⁽¹⁾	—		(27.9)		—		(20.7)
Total	Total	$	1,314.8	$	207.2	$	1,236.1	$	159.7	Total	$	1,280.6	$	191.0	$	1,181.4	$	140.0

		Six Months Ended June 30,															Nine Months Ended September 30,
		2019						2018							2019				2018
(in millions)	(in millions)	Revenues		Operating Income (Loss)		Revenues		Operating Income (Loss)		(in millions)	Revenues		Operating Income (Loss)		Revenues		Operating Income (Loss)
Carlisle Construction Materials	Carlisle Construction Materials	$	1,586.1	$	275.4	$	1,427.2	$	217.2	Carlisle Construction Materials	$	2,479.6	$	448.4	$	2,204.0	$	338.1
Carlisle Interconnect Technologies	Carlisle Interconnect Technologies	491.8		66.5		462.0		54.7		Carlisle Interconnect Technologies	733.7		102.5		702.2		84.0
Carlisle Fluid Technologies	Carlisle Fluid Technologies	130.4		9.7		136.8		13.5		Carlisle Fluid Technologies	198.9		13.9		209.2		25.1
Carlisle Brake & Friction	Carlisle Brake & Friction	178.4		14.8		194.8		7.4		Carlisle Brake & Friction	255.1		20.5		286.8		6.3
Segment total	Segment total	2,386.7		366.4		2,220.8		292.8		Segment total	3,667.3		585.3		3,402.2		453.5
Corporate and unallocated¹		—		(44.5)		—		(38.4)
Corporate and unallocated⁽¹⁾										Corporate and unallocated⁽¹⁾	—		(72.4)		—		(59.1)
Total	Total	$	2,386.7	$	321.9	$	2,220.8	$	254.4	Total	$	3,667.3	$	512.9	$	3,402.2	$	394.4

^1.(1)Corporate operating loss includes other unallocated costs, primarily general corporate expenses.

Note 4—Acquisitions

Petersen Aluminum Corporation

On January 11, 2019, the Company acquired 100% of the equity of Petersen Aluminum Corporation ("Petersen"), for consideration of $207.2 million, including $5.2 million of cash acquired and post-closing adjustments, which were finalized in the first quarter of 2019. Petersen is a manufacturer and distributor of market leading architectural metal roof panels, steel and aluminum flat sheets and coils, wall panels, perimeter roof edge systems and related accessories for commercial, residential, institutional, industrial and agricultural markets.

In the three months ended ~~June~~September 30, 2019, and the period from January 11, 2019 to ~~June~~September 30, 2019, Petersen contributed revenues of ~~$48.3~~$49.6 million and ~~$83.8~~$133.4 million, respectively, and operating income of ~~$3.7~~ $4.4

million and ~~$3.6~~$8.0 million, respectively, to the Company's consolidated results. The results of operations of the acquired business are reported as part of the CCM segment.

The following table summarizes the consideration transferred to acquire Petersen and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires that consideration be allocated to the acquired assets and assumed liabilities based upon their acquisition date fair values with the remainder allocated to goodwill. The fair values are preliminary and subject to change pending receipt of the final valuation studies.


		Preliminary Allocation		Measurement Period Adjustments		Preliminary Allocation				Preliminary Allocation			Measurement Period Adjustments			Preliminary Allocation
(in millions)	(in millions)	As of 1/11/2019						6/30/2019	(in millions)			As of 1/11/2019			Measurement Period Adjustments			9/30/2019
Total cash consideration transferred	Total cash consideration transferred	$	207.2	$	—	$	207.2	Total cash consideration transferred		$	207.2		$	—		$	207.2
Recognized amounts of identifiable assets acquired and liabilities assumed:	Recognized amounts of identifiable assets acquired and liabilities assumed:							Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	Cash and cash equivalents	5.2		—		5.2		Cash and cash equivalents		5.2			—			5.2
Receivables, net	Receivables, net	11.5		—		11.5		Receivables, net		11.5			—			11.5
Inventories, net	Inventories, net	39.5		(0.3)		39.2		Inventories, net		39.5			(0.3)			39.2
Prepaid expenses and other current assets	Prepaid expenses and other current assets	2.1		—		2.1		Prepaid expenses and other current assets		2.1			—			2.1
Property, plant and equipment	Property, plant and equipment	17.8		—		17.8		Property, plant and equipment		17.8			—			17.8
Definite-lived intangible assets	Definite-lived intangible assets	109.3		0.8		110.1		Definite-lived intangible assets		109.3			0.8			110.1
Other long-term assets	Other long-term assets	9.5		—		9.5		Other long-term assets		9.5			—			9.5
Accounts payable	Accounts payable	(5.9)		—		(5.9)		Accounts payable		(5.9)			—			(5.9)
Income tax payable	Income tax payable	1.7		—		1.7		Income tax payable		1.7			—			1.7
Accrued liabilities and other	Accrued liabilities and other	(8.7)		—		(8.7)		Accrued liabilities and other		(8.7)			—			(8.7)
Other long-term liabilities	Other long-term liabilities	(12.4)		—		(12.4)		Other long-term liabilities		(12.4)			—			(12.4)
Deferred income taxes	Deferred income taxes	(25.4)		(0.2)		(25.6)		Deferred income taxes		(25.4)			(0.2)			(25.6)
Total identifiable net assets	Total identifiable net assets	144.2		0.3		144.5		Total identifiable net assets		144.2			0.3			144.5
Goodwill	Goodwill	$	63.0	$	(0.3)	$	62.7	Goodwill		$	63.0		$	(0.3)		$	62.7

The preliminary goodwill recognized in the acquisition of Petersen reflects market participant synergies attributable to significant raw material purchase synergies with CCM, other administrative synergies and the assembled workforce to Carlisle, in addition to opportunities for product line expansions. The Company acquired $11.6 million of gross contractual accounts receivable, of which $0.1 million was not expected to be collected at the date of acquisition. All of the goodwill has been preliminarily assigned to the CCM reporting unit, which aligns with the CCM reportable segment, and none of the goodwill is deductible for tax purposes. The $110.1 million preliminary value allocated to definite-lived intangible assets consists of $79.7 million of customer relationships with a useful life of 11 years, $27.9 million of trade names with a useful life of 17 years and various acquired technologies of $2.5 million with a useful life of 10 years. In accordance with the purchase agreement, Carlisle is indemnified for up to $5.2 million, and recorded an indemnification asset of $5.2 million in other long-term assets relating to the indemnification for pre-acquisition income tax liabilities. The Company has also recorded, as part of the purchase price allocation, deferred tax liabilities related to intangible assets of approximately $25.6 million.

MicroConnex Corporation

On April 1, 2019, the Company acquired 100% of the equity of MicroConnex Corporation ("MicroConnex") for ~~cash~~ consideration of approximately ~~$46.8 million.~~$46.2 million, including $0.8 million of cash acquired and post-closing adjustments. MicroConnex is a manufacturer of highly engineered microminiature flex circuits and sensors for the medical and test and measurement markets.

~~MicroConnex contributed revenues of $3.0 million~~In the three months ended September 30, 2019 and ~~an operating loss of $0.6 million for~~ the period from April 1, 2019 to ~~June~~September 30, ~~2019.~~2019, MicroConnex contributed revenues of $3.5 million and $6.5 million, respectively, and operating income (loss) of $0.1 million and $(0.5) million, respectively, to the Company's consolidated results. The results of operations of the acquired business are reported within the CIT segment.

Consideration has been preliminarily allocated to goodwill of ~~$15.8~~$15.1 million, $27.4 million to definite-lived intangible assets, $0.9 million to inventory, $3.4 million to accounts receivable, $0.6 million to accounts payable and $7.0 million to deferred income and other taxes payable. Definite-lived intangible assets consist of customer relationships with an estimated useful life of 12 years, trade names with a useful life of 17 years and acquired

technologies with a useful life of 5 years. Of the ~~$15.8~~$15.1 million of goodwill, ~~none~~NaN is deductible for tax purposes. All of the goodwill has been preliminarily assigned to the CIT reporting unit, which aligns with the reportable segment.

Note 5—Discontinued Operations

On March 20, 2018, the Company completed the sale of Carlisle FoodService Products ("CFS") to the Jordan Company of New York, NY, for gross proceeds of $758.0 million, including a working capital adjustment, which was

finalized in the third quarter of 2018. The sale of CFS is consistent with the Company's vision of operating a portfolio of businesses with highly engineered manufacturing products in strong growth markets.

A summary of the results from discontinued operations included in the Condensed Consolidated Statements of Income follows:

(in millions) Three Months Ended
June 30, 2018 Six Months Ended
June 30, 2018
Revenues $ — $ 69.5
Cost of goods sold — 49.5
Other operating expenses, net 1.0 15.8
Operating (loss) income (1.0) 4.2
Other non-operating (income) expense, net — —
(Loss) income from discontinued operations before income taxes (1.0) 4.2
(Loss) gain on sale of discontinued operations (0.3) 293.5
(Benefit) provision for income taxes (0.3) 47.0
(Loss) income from discontinued operations $ (1.0) $ 250.7

~~Income from discontinued operations of $1.9 million in the six months ended June 30, 2019, relates entirely to the settlement of prior income tax positions in the current year.~~


	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2019		2018		2019		2018
Revenues	$	—	$	—	$	—	$	69.5

Cost of goods sold	—		—		—		49.5
Other operating expenses, net	1.8		0.7		1.8		16.5
Operating (loss) income	(1.8)		(0.7)		(1.8)		3.5
Other non-operating (income) expense, net	—		—		—		—
(Loss) income from discontinued operations before income taxes	(1.8)		(0.7)		(1.8)		3.5
Gain on sale of discontinued operations	—		3.3		—		296.8
(Benefit from) provision for income taxes	(0.4)		(0.2)		(2.3)		46.8
(Loss) income from discontinued operations	$	(1.4)	$	2.8	$	0.5	$	253.5

A summary of cash flows from discontinued operations included in the Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, follows:



(in millions)	2018
Net cash used in operating activities	$	~~(1.5)~~(2.0)
Net cash used in investing activities	(8.1)
Net cash provided by financing activities¹⁽¹⁾	~~10.9~~11.4
Change in cash and cash equivalents from discontinued operations	$	1.3

^1.(1)Represents borrowings from the Carlisle cash pool to fund capital expenditures and acquisitions.

Note 6—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 the income attributable to the unvested restricted shares in the numerator and excludes the dilutive impact of those underlying shares in 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 ~~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.

Income from continuing operations and share data used in the basic and diluted earnings per share computations using the two-class method follows:


		Three Months Ended June 30,									Six Months Ended June 30,										Three Months Ended September 30,						Nine Months Ended September 30,
(in millions, except share and per share amounts)	(in millions, except share and per share amounts)	2019			2018			2019			2018			(in millions, except share and per share amounts)	2019			2018			2019			2018
Income from continuing operations	Income from continuing operations	$	153.0		$	114.7		$	230.4		$	172.6		Income from continuing operations	$	139.3		$	96.9		$	369.7		$	269.5
Less: dividends declared	Less: dividends declared	(22.9)			(22.5)			(46.2)			(45.6)			Less: dividends declared	(28.3)			(24.1)			(74.5)			(69.7)
Undistributed earnings	Undistributed earnings	130.1			92.2			184.2			127.0			Undistributed earnings	111.0			72.8			295.2			199.8
Percent allocated to common shareholders¹		99.7		%	99.3		%	99.7		%	99.4		%
Percent allocated to common shareholders⁽¹⁾														Percent allocated to common shareholders⁽¹⁾	99.7		%	99.3		%	99.7		%	99.3		%
		129.7			91.6			183.6			126.2				110.7			72.3			294.3			198.4
Add: dividends declared on common stock, restricted share units and vested and deferred restricted and performance shares	Add: dividends declared on common stock, restricted share units and vested and deferred restricted and performance shares	22.9			22.4			46.1			45.2			Add: dividends declared on common stock, restricted share units and vested and deferred restricted and performance shares	28.2			23.8			74.3			69.0
Income from continuing operations attributable to common shares	Income from continuing operations attributable to common shares	$	152.6		$	114.0		$	229.7		$	171.4		Income from continuing operations attributable to common shares	$	138.9		$	96.1		$	368.6		$	267.4

Shares (in thousands):	Shares (in thousands):													Shares (in thousands):
Basic weighted-average shares outstanding	Basic weighted-average shares outstanding	56,960			60,641			57,246			61,159			Basic weighted-average shares outstanding	56,657			59,826			57,073			60,712
Effect of dilutive securities:	Effect of dilutive securities:													Effect of dilutive securities:
Performance awards	Performance awards	192			103			172			103			Performance awards	203			118			182			118
Stock options	Stock options	414			315			312			331			Stock options	475			385			366			346
Diluted weighted-average shares outstanding	Diluted weighted-average shares outstanding	57,566			61,059			57,730			61,593			Diluted weighted-average shares outstanding	57,335			60,329			57,621			61,176

Per share income from continuing operations attributable to common shares:	Per share income from continuing operations attributable to common shares:													Per share income from continuing operations attributable to common shares:
Basic	Basic	$	2.68		$	1.88		$	4.01		$	2.80		Basic	$	2.45		$	1.61		$	6.46		$	4.40
Diluted	Diluted	$	2.65		$	1.87		$	3.98		$	2.78		Diluted	$	2.42		$	1.59		$	6.40		$	4.37

^1. Basic weighted-average common shares outstanding (in thousands)		56,960			60,641			57,246			61,159
⁽¹⁾ Basic weighted-average common shares outstanding (in thousands)														⁽¹⁾ Basic weighted-average common shares outstanding (in thousands)	56,657			59,826			57,073			60,712
Basic weighted-average shares outstanding and unvested restricted shares expected to vest (in thousands)	Basic weighted-average shares outstanding and unvested restricted shares expected to vest (in thousands)	57,145			61,038			57,431			61,556			Basic weighted-average shares outstanding and unvested restricted shares expected to vest (in thousands)	56,837			60,227			57,253			61,113
Percent allocated to common shareholders	Percent allocated to common shareholders	99.7		%	99.3		%	99.7		%	99.4		%	Percent allocated to common shareholders	99.7		%	99.3		%	99.7		%	99.3		%

To calculate earnings per share for income from discontinued operations and for net income, the denominator for both basic and diluted earnings per share is the same as used in the above table.


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except share amounts presented in thousands)	(in millions, except share amounts presented in thousands)	2019		2018		2019		2018		(in millions, except share amounts presented in thousands)	2019		2018		2019		2018
(Loss) income from discontinued operations attributable to common shareholders for basic and diluted earnings per share	(Loss) income from discontinued operations attributable to common shareholders for basic and diluted earnings per share	$	(0.1)	$	(0.9)	$	1.9	$	249.1	(Loss) income from discontinued operations attributable to common shareholders for basic and diluted earnings per share	$	(1.4)	$	2.8	$	0.5	$	251.9
Net income attributable to common shareholders for basic and diluted earnings per share	Net income attributable to common shareholders for basic and diluted earnings per share	152.5		113.0		231.6		420.4		Net income attributable to common shareholders for basic and diluted earnings per share	137.5		98.9		369.1		519.3
Anti-dilutive stock options excluded from EPS calculation¹		2		711		358		644
Anti-dilutive stock options excluded from EPS calculation⁽¹⁾										Anti-dilutive stock options excluded from EPS calculation⁽¹⁾	—		327		3		604

^1.(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.

Note 7—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 ~~June~~September 30, 2019, follows:

(in millions) Remainder of 2019 2020 2021 2022 2023 2024 Thereafter
Extended service warranties $ 10.7 $ 20.6 $ 19.6 $ 18.4 $ 17.2 $ 16.1 $ 126.7


(in millions)	Remainder of 2019		2020		2021		2022		2023		2024		Thereafter
Extended service warranties	$	5.5	$	21.2	$	20.2	$	19.0	$	17.8	$	16.8	$	135.2

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, and primarily include extended service warranties in the CCM segment and systems contracts in the CFT 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 ~~six~~nine months ended ~~June~~September 30, follows:


(in millions)	(in millions)	2019		2018		(in millions)	2019		2018
Balance as of January 1	Balance as of January 1	$	227.4	$	215.8	Balance as of January 1	$	227.4	$	215.8
Revenue recognized	Revenue recognized	(30.2)		(31.2)		Revenue recognized	(48.6)		(53.7)
Revenue deferred	Revenue deferred	35.3		39.6		Revenue deferred	61.5		64.9
Acquired liabilities	Acquired liabilities	2.7		0.2		Acquired liabilities	1.1		0.3
Balance as of June 30		$	235.2	$	224.4
Balance as of September 30						Balance as of September 30	$	241.4	$	227.3

Contract assets relate to the Company's right to payment for performance completed to date under a contract, and primarily include highly customized product contracts within the CIT segment. Accounts receivable are recorded when the right to payment becomes unconditional. A summary of the change in contract assets for the ~~six~~nine months ended ~~June~~September 30, follows:


(in millions)	(in millions)	2019		2018		(in millions)	2019		2018
Balance as of January 1	Balance as of January 1	$	44.7	$	—	Balance as of January 1	$	44.7	$	—
Adoption of ASC 606	Adoption of ASC 606	—		22.8		Adoption of ASC 606	—		22.8
Revenue recognized and unbilled	Revenue recognized and unbilled	116.3		69.5		Revenue recognized and unbilled	179.6		118.6
Revenue billed	Revenue billed	(102.9)		(49.5)		Revenue billed	(161.0)		(92.3)
Balance as of June 30		$	58.1	$	42.8
Balance as of September 30						Balance as of September 30	$	63.3	$	49.1

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 June 30, 2019																			Three Months Ended September 30, 2019
(in millions)	(in millions)	CCM		CIT		CFT		CBF		Total		(in millions)	CCM		CIT		CFT		CBF		Total
General construction	General construction	$	860.5	$	—	$	—	$	—	$	860.5	General construction	$	840.5	$	—	$	—	$	—	$	840.5
Aerospace	Aerospace	—		164.6		—		5.7		170.3		Aerospace	—		157.8		—		5.8		163.6
Heavy equipment	Heavy equipment	28.2		—		—		69.5		97.7		Heavy equipment	25.6		—		—		59.3		84.9
Transportation	Transportation	—		—		36.4		8.4		44.8		Transportation	—		—		39.6		8.4		48.0
Medical	Medical	—		37.6		—		—		37.6		Medical	—		41.6		—		—		41.6
General industrial and other	General industrial and other	26.3		43.2		30.9		3.5		103.9		General industrial and other	27.4		42.5		28.9		3.2		102.0
Total revenues	Total revenues	$	915.0	$	245.4	$	67.3	$	87.1	$	1,314.8	Total revenues	$	893.5	$	241.9	$	68.5	$	76.7	$	1,280.6

		Three Months Ended June 30, 2018																			Three Months Ended September 30, 2018
(in millions)	(in millions)	CCM		CIT		CFT		CBF		Total		(in millions)	CCM		CIT		CFT		CBF		Total
General construction	General construction	$	768.1	$	—	$	—	$	—	$	768.1	General construction	$	716.0	$	—	$	—	$	—	$	716.0
Aerospace	Aerospace	—		150.8		—		3.5		154.3		Aerospace	—		160.3		—		5.8		166.1
Heavy equipment	Heavy equipment	31.6		—		—		79.3		110.9		Heavy equipment	29.8		—		—		74.4		104.2
Transportation	Transportation	—		—		39.9		11.5		51.4		Transportation	—		—		36.6		9.7		46.3
Medical	Medical	—		34.6		—		—		34.6		Medical	—		39.1		—		—		39.1
General industrial and other	General industrial and other	28.9		52.3		33.4		2.2		116.8		General industrial and other	31.0		40.8		35.8		2.1		109.7
Total revenues	Total revenues	$	828.6	$	237.7	$	73.3	$	96.5	$	1,236.1	Total revenues	$	776.8	$	240.2	$	72.4	$	92.0	$	1,181.4


		Six Months Ended June 30, 2019																			Nine Months Ended September 30, 2019
(in millions)	(in millions)	CCM		CIT		CFT		CBF		Total		(in millions)	CCM		CIT		CFT		CBF		Total
General construction	General construction	$	1,482.1	$	—	$	—	$	—	$	1,482.1	General construction	$	2,322.6	$	—	$	—	$	—	$	2,322.6
Aerospace	Aerospace	—		338.4		—		10.3		348.7		Aerospace	—		496.2		—		16.1		512.3
Heavy equipment	Heavy equipment	55.4		—		—		144.7		200.1		Heavy equipment	81.0		—		—		204.0		285.0
Transportation	Transportation	—		—		68.7		17.6		86.3		Transportation	—		—		108.3		26.0		134.3
Medical	Medical	—		68.6		—		—		68.6		Medical	—		110.2		—		—		110.2
General industrial and other	General industrial and other	48.6		84.8		61.7		5.8		200.9		General industrial and other	76.0		127.3		90.6		9.0		302.9
Total revenues	Total revenues	$	1,586.1	$	491.8	$	130.4	$	178.4	$	2,386.7	Total revenues	$	2,479.6	$	733.7	$	198.9	$	255.1	$	3,667.3

		Six Months Ended June 30, 2018																			Nine Months Ended September 30, 2018
(in millions)	(in millions)	CCM		CIT		CFT		CBF		Total		(in millions)	CCM		CIT		CFT		CBF		Total
General construction	General construction	$	1,314.4	$	—	$	—	$	—	$	1,314.4	General construction	$	2,030.4	$	—	$	—	$	—	$	2,030.4
Aerospace	Aerospace	—		305.6		—		9.8		315.4		Aerospace	—		465.9		—		15.6		481.5
Heavy equipment	Heavy equipment	57.8		—		—		158.5		216.3		Heavy equipment	87.6		—		—		232.9		320.5
Transportation	Transportation	—		—		73.1		21.3		94.4		Transportation	—		—		109.7		31.0		140.7
Medical	Medical	—		69.3		—		—		69.3		Medical	—		108.4		—		—		108.4
General industrial and other	General industrial and other	55.0		87.1		63.7		5.2		211.0		General industrial and other	86.0		127.9		99.5		7.3		320.7
Total revenues	Total revenues	$	1,427.2	$	462.0	$	136.8	$	194.8	$	2,220.8	Total revenues	$	2,204.0	$	702.2	$	209.2	$	286.8	$	3,402.2

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 June 30, 2019																			Three Months Ended September 30, 2019
(in millions)	(in millions)	CCM		CIT		CFT		CBF		Total		(in millions)	CCM		CIT		CFT		CBF		Total
United States	United States	$	824.6	$	171.4	$	31.7	$	34.1	$	1,061.8	United States	$	798.4	$	172.7	$	31.2	$	30.9	$	1,033.2
International:	International:											International:
Europe	Europe	55.2		17.9		12.4		27.0		112.5		Europe	53.3		17.1		11.9		21.2		103.5
Asia	Asia	5.6		33.8		21.3		18.3		79.0		Asia	5.8		25.6		22.1		17.3		70.8
Canada	Canada	25.0		1.3		1.0		1.3		28.6		Canada	28.1		1.7		2.2		1.0		33.0
Mexico	Mexico	0.8		13.3		0.2		2.7		17.0		Mexico	0.5		13.1		0.5		2.6		16.7
Middle East and Africa	Middle East and Africa	2.0		6.2		0.4		0.2		8.8		Middle East and Africa	5.0		4.5		0.5		0.5		10.5
Other	Other	1.8		1.5		0.3		3.5		7.1		Other	2.4		7.2		0.1		3.2		12.9
Total international	Total international	90.4		74.0		35.6		53.0		253.0		Total international	95.1		69.2		37.3		45.8		247.4
Total revenues	Total revenues	$	915.0	$	245.4	$	67.3	$	87.1	$	1,314.8	Total revenues	$	893.5	$	241.9	$	68.5	$	76.7	$	1,280.6

		Three Months Ended June 30, 2018																			Three Months Ended September 30, 2018
(in millions)	(in millions)	CCM		CIT		CFT		CBF		Total		(in millions)	CCM		CIT		CFT		CBF		Total
United States	United States	$	733.6	$	164.7	$	30.7	$	38.7	$	967.7	United States	$	687.2	$	171.6	$	29.2	$	41.1	$	929.1
International:	International:											International:
Europe	Europe	52.4		23.0		15.0		28.9		119.3		Europe	52.2		20.5		14.2		24.4		111.3
Asia	Asia	3.6		25.6		24.6		20.6		74.4		Asia	3.8		24.8		24.0		18.9		71.5
Canada	Canada	29.5		1.4		1.7		0.7		33.3		Canada	27.7		1.4		1.9		0.8		31.8
Mexico	Mexico	1.4		12.4		0.5		3.9		18.2		Mexico	1.0		12.1		2.3		3.3		18.7
Middle East and Africa	Middle East and Africa	5.8		6.7		0.8		0.3		13.6		Middle East and Africa	3.3		6.8		0.4		0.5		11.0
Other	Other	2.3		3.9		—		3.4		9.6		Other	1.6		3.0		0.4		3.0		8.0
Total international	Total international	95.0		73.0		42.6		57.8		268.4		Total international	89.6		68.6		43.2		50.9		252.3
Total revenues	Total revenues	$	828.6	$	237.7	$	73.3	$	96.5	$	1,236.1	Total revenues	$	776.8	$	240.2	$	72.4	$	92.0	$	1,181.4


		Six Months Ended June 30, 2019																			Nine Months Ended September 30, 2019
(in millions)	(in millions)	CCM		CIT		CFT		CBF		Total		(in millions)	CCM		CIT		CFT		CBF		Total
United States	United States	$	1,415.8	$	353.5	$	59.7	$	66.6	$	1,895.6	United States	$	2,214.2	$	526.2	$	90.9	$	97.5	$	2,928.8
International:	International:											International:
Europe	Europe	107.3		36.3		25.5		57.5		226.6		Europe	160.6		53.4		37.4		78.7		330.1
Asia	Asia	9.7		57.6		40.3		38.7		146.3		Asia	15.5		83.2		62.4		56.0		217.1
Canada	Canada	42.5		2.4		2.6		1.8		49.3		Canada	70.6		4.1		4.8		2.8		82.3
Mexico	Mexico	1.2		25.7		0.7		6.0		33.6		Mexico	1.7		38.8		1.2		8.6		50.3
Middle East and Africa	Middle East and Africa	5.4		13.5		1.0		0.6		20.5		Middle East and Africa	10.4		18.0		1.5		1.1		31.0
Other	Other	4.2		2.8		0.6		7.2		14.8		Other	6.6		10.0		0.7		10.4		27.7
Total international	Total international	170.3		138.3		70.7		111.8		491.1		Total international	265.4		207.5		108.0		157.6		738.5
Total revenues	Total revenues	$	1,586.1	$	491.8	$	130.4	$	178.4	$	2,386.7	Total revenues	$	2,479.6	$	733.7	$	198.9	$	255.1	$	3,667.3

		Six Months Ended June 30, 2018																			Nine Months Ended September 30, 2018
(in millions)	(in millions)	CCM		CIT		CFT		CBF		Total		(in millions)	CCM		CIT		CFT		CBF		Total
United States	United States	$	1,262.6	$	320.3	$	56.3	$	80.2	$	1,719.4	United States	$	1,949.8	$	491.9	$	85.5	$	121.3	$	2,648.5
International:	International:											International:
Europe	Europe	91.8		45.3		28.3		59.2		224.6		Europe	144.0		65.8		42.5		83.6		335.9
Asia	Asia	8.8		48.5		44.4		39.5		141.2		Asia	12.6		73.3		68.4		58.4		212.7
Canada	Canada	47.9		2.5		3.3		1.4		55.1		Canada	75.6		3.9		5.2		2.2		86.9
Mexico	Mexico	2.3		24.4		2.6		7.5		36.8		Mexico	3.3		36.5		4.9		10.8		55.5
Middle East and Africa	Middle East and Africa	8.9		14.3		1.4		0.5		25.1		Middle East and Africa	12.2		21.1		1.8		1.0		36.1
Other	Other	4.9		6.7		0.5		6.5		18.6		Other	6.5		9.7		0.9		9.5		26.6
Total international	Total international	164.6		141.7		80.5		114.6		501.4		Total international	254.2		210.3		123.7		165.5		753.7
Total revenues	Total revenues	$	1,427.2	$	462.0	$	136.8	$	194.8	$	2,220.8	Total revenues	$	2,204.0	$	702.2	$	209.2	$	286.8	$	3,402.2

Note 8—Stock-Based Compensation

Stock-based compensation cost by award type follows:


(in millions)	(in millions)	Three Months Ended June 30,									Six Months Ended June 30,							(in millions)	Three Months Ended September 30,					Nine Months Ended September 30,
				2019			2018			2019			2018	(in millions)			2019		2018		2019		2018
Stock option awards	Stock option awards	$	2.5		$	2.3		$	5.6		$	4.3	Stock option awards		$	2.6	$	3.2	$	8.2	$	7.8
Restricted stock awards	Restricted stock awards	2.1			2.3			4.1			4.2		Restricted stock awards		1.7		2.3		5.8		6.4
Performance share awards	Performance share awards	1.5			2.5			3.1			4.2		Performance share awards		1.4		2.2		4.5		6.1
Restricted stock units	Restricted stock units	—			0.1			1.3			1.5		Restricted stock units		—		—		1.3		1.4
Stock appreciation rights	Stock appreciation rights	2.1			—			2.9			—		Stock appreciation rights		2.1		—		5.0		—
Total stock-based compensation cost	Total stock-based compensation cost	$	8.2		$	7.2		$	17.0		$	14.2	Total stock-based compensation cost		$	7.8	$	7.7	$	24.8	$	21.7

In 2018, the Board authorized a grant of stock options to U.S. employees and stock appreciation rights to employees outside of the U.S. This grant contributed ~~$2.7~~$2.8 million and ~~$4.5~~$7.3 million to stock-based compensation cost for the three and ~~six~~nine months ended ~~June~~September 30, 2019, ~~respectively.~~respectively, and $1.1 million to stock-based compensation cost for the three and nine months ended September 30, 2018. As of ~~June~~September 30, 2019, compensation cost of ~~$1.7~~$1.9 million was capitalized as inventory and will be recognized in costs of goods sold when that related inventory is sold.

Note 9—Exit and Disposal 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 consolidations and relocations, and lease termination costs. The primary actions are discussed below by operating segment.

CIT

During 2019, the Company announced plans to relocate its manufacturing operations in El Segundo, California, and Riverside, California, to existing manufacturing operations in North America. During the three and ~~six~~nine months ended ~~June~~September 30, 2019, exit and disposal costs totaled ~~$0.9~~$1.3 million and ~~$4.4~~$5.7 million, respectively, primarily for employee termination benefit costs. The project is estimated to take 12 to 18 months to complete. Cumulative exit and disposal costs are expected to approximate ~~$7.4~~$9.5 million, with approximately ~~$2.5~~$3.3 million costs remaining to be incurred, primarily in 2019.

CFT

During the first quarter of 2019, the Company initiated plans to reduce costs and streamline processes by eliminating certain positions within selling, general and administrative and manufacturing functions. The costs to complete this project totaled $2.1 million and were recognized primarily in the first quarter of 2019.

CBF

The Company is substantially complete with its project to exit its manufacturing operations in Tulsa, Oklahoma, and relocate the majority of those operations to its existing manufacturing facility in Medina, Ohio. During the three and ~~six~~nine months ended ~~June~~September 30, 2019, exit and disposal costs totaled $0.5 million and ~~$1.2~~$1.7 million, respectively, primarily reflecting facility closure costs and employee termination benefits. Total associated exit and disposal costs are expected to approximate $20.9 million, with cumulative exit and disposal costs of ~~$19.9~~$20.4 million recognized as of ~~June~~September 30, 2019. Remaining costs of approximately ~~$1.0~~$0.5 million are expected to be incurred throughout the remainder of 2019.

Consolidated Summary

The Company's exit and disposal costs by activity follows:


(in millions)	(in millions)	Three Months Ended June 30,									Six Months Ended June 30,							(in millions)	Three Months Ended September 30,					Nine Months Ended September 30,
				2019			2018			2019			2018	(in millions)			2019		2018		2019		2018
Employee severance and benefit arrangements	Employee severance and benefit arrangements	$	0.4		$	1.0		$	6.1		$	1.7	Employee severance and benefit arrangements		$	0.5	$	0.5	$	6.6	$	2.2
Lease termination cost	Lease termination cost	0.4			—			0.9			—		Lease termination cost		0.5		—		1.4		—
Relocation costs	Relocation costs	—			0.2			0.1			0.4		Relocation costs		0.1		0.3		0.2		0.7
Accelerated depreciation	Accelerated depreciation	—			0.3			—			1.1		Accelerated depreciation		0.1		0.4		0.1		1.5
Other restructuring costs	Other restructuring costs	0.7			3.1			1.2			4.5		Other restructuring costs		0.6		2.9		1.8		7.4
Total exit and disposal costs	Total exit and disposal costs	$	1.5		$	4.6		$	8.3		$	7.7	Total exit and disposal costs		$	1.8	$	4.1	$	10.1	$	11.8

The Company's exit and disposal costs by segment follows:


(in millions)	(in millions)	Three Months Ended June 30,									Six Months Ended June 30,							(in millions)	Three Months Ended September 30,					Nine Months Ended September 30,
				2019			2018			2019			2018	(in millions)			2019		2018		2019		2018
Carlisle Interconnect Technologies	Carlisle Interconnect Technologies	$	0.9		$	0.8		$	4.8		$	1.9	Carlisle Interconnect Technologies		$	1.3	$	0.6	$	6.1	$	2.5
Carlisle Fluid Technologies	Carlisle Fluid Technologies	0.1			0.5			2.1			0.5		Carlisle Fluid Technologies		—		0.3		2.1		0.8
Carlisle Brake & Friction	Carlisle Brake & Friction	0.5			3.3			1.2			5.3		Carlisle Brake & Friction		0.5		3.2		1.7		8.5
Carlisle Construction Materials	Carlisle Construction Materials	—			—			0.2			—		Carlisle Construction Materials		—		—		0.2		—

Total exit and disposal costs	Total exit and disposal costs	$	1.5		$	4.6		$	8.3		$	7.7	Total exit and disposal costs		$	1.8	$	4.1	$	10.1	$	11.8

The Company's exit and disposal costs by financial statement line item follows:


(in millions)	(in millions)	Three Months Ended June 30,									Six Months Ended June 30,							(in millions)	Three Months Ended September 30,					Nine Months Ended September 30,
				2019			2018			2019			2018	(in millions)			2019		2018		2019		2018
Cost of goods sold	Cost of goods sold	$	0.9		$	3.7		$	4.5		$	6.0	Cost of goods sold		$	1.2	$	4.0	$	5.7	$	10.0
Selling and administrative expenses	Selling and administrative expenses	0.6			0.7			3.5			1.3		Selling and administrative expenses		0.6		—		4.1		1.3
Other operating expense, net	Other operating expense, net	—			0.2			0.2			0.4		Other operating expense, net		—		—		0.2		0.4
Research and development expenses	Research and development expenses	—			—			0.1			—		Research and development expenses		—		0.1		0.1		0.1
Total exit and disposal costs	Total exit and disposal costs	$	1.5		$	4.6		$	8.3		$	7.7	Total exit and disposal costs		$	1.8	$	4.1	$	10.1	$	11.8

The Company's change in exit and disposal activities liability follows:

(in millions)

Total

Balance as of December 31, 2018

1.2

Charges

~~8.3~~10.1

Cash payments

~~(4.4)~~(5.9)

Balance as of ~~June~~September 30, 2019

~~5.1~~5.4

The liability of ~~$5.1~~$5.4 million primarily relates to employee severance and benefit arrangements and is included in accrued liabilities and other.

Note 10—Income Taxes

The effective income tax rate on continuing operations for the ~~six~~nine months ended ~~June~~September 30, 2019, was ~~21.8%~~21.6%. The year-to-date provision for income taxes included taxes on earnings at an anticipated rate of ~~23.7%~~23.4% and a year-to-date net discrete tax benefit of ~~$5.0~~$7.2 million. The year-to-date net discrete tax benefit relates primarily to a reduced tax liability on prior year tax filings ~~finalized in the current quarter~~ of ~~$2.7~~$5.4 million and excess tax benefits related to employee stock compensation of ~~$1.5 million, and a reduction of unrecognized income tax benefits of $1.2~~$2.1 million.

The effective income tax rate on continuing operations for the ~~six~~nine months ended ~~June~~September 30, 2018, was ~~23.1%~~22.2%. The year-to-date provision for income taxes includes taxes on earnings at an anticipated rate of approximately ~~24.7%~~24.6% and a year-to-date net discrete tax benefit of ~~$3.5~~$8.4 million.

Note 11—Inventories, net


(in millions)	(in millions)	June 30, 2019		December 31, 2018		(in millions)	September 30, 2019		December 31, 2018
Raw materials	Raw materials	$	211.7	$	195.1	Raw materials	$	222.2	$	195.1
Work-in-process	Work-in-process	72.2		59.5		Work-in-process	67.6		59.5
Finished goods	Finished goods	257.3		236.5		Finished goods	256.6		236.5
Reserves	Reserves	(35.6)		(33.6)		Reserves	(38.0)		(33.6)
Inventories, net	Inventories, net	$	505.6	$	457.5	Inventories, net	$	508.4	$	457.5

Note 12—Goodwill and Other Intangible Assets, net

The changes in the carrying amount of goodwill, net by segment follows:


(in millions)	(in millions)	CCM		CIT		CFT			CBF¹		Total		(in millions)	CCM		CIT		CFT		CBF⁽¹⁾		Total
Balance as of December 31, 2018	Balance as of December 31, 2018	$	532.8	$	643.1	$	169.5		$	96.4	$	1,441.8	Balance as of December 31, 2018	$	532.8	$	643.1	$	169.5	$	96.4	$	1,441.8
Goodwill acquired during year²		63.0		15.8		11.3		³	—		90.1
Goodwill acquired during year⁽²⁾⁽³⁾													Goodwill acquired during year⁽²⁾⁽³⁾	64.3		15.8		16.1		—		96.2

Measurement period adjustments	Measurement period adjustments	0.3		(1.3)		—			—		(1.0)		Measurement period adjustments	0.3		(2.0)		1.7		—		—
Currency translation and other	Currency translation and other	(0.1)		—		0.1			—		—		Currency translation and other	(1.7)		(0.2)		(1.5)		—		(3.4)
Balance as of June 30, 2019		$	596.0	$	657.6	$	180.9		$	96.4	$	1,530.9
Balance as of September 30, 2019													Balance as of September 30, 2019	$	595.7	$	656.7	$	185.8	$	96.4	$	1,534.6

^1.(1)CBF goodwill, net is presented net of accumulated impairment losses of $130.0 million recorded in 2016. No other segments have incurred impairment losses.

^2.(2)Refer to Note 4 for further information on goodwill resulting from recent acquisitions.

^3.(3)~~During~~In addition to the ~~first six months of 2019,~~acquisitions disclosed in Note 4, the Company acquired ~~two~~4 businesses for an aggregate purchase price of ~~$24.7 million.~~$42.1 million during the first nine months of 2019.

A summary of the Company's other intangible assets, net follows:

June 30, 2019 December 31, 2018
(in millions)
Acquired
Cost
Accumulated
Amortization
Net Book Value
Acquired
Cost
Accumulated
Amortization
Net Book Value
Assets subject to amortization:
Customer relationships $ 944.2 $ (321.8) $ 622.4 $ 843.8 $ (287.7) $ 556.1
Technology and intellectual property 285.8 (146.1) 139.7 268.8 (129.3) 139.5
Trade names and other 73.9 (20.4) 53.5 45.4 (16.4) 29.0
Assets not subject to amortization:
Trade names 243.0 — 243.0 243.1 — 243.1
Other intangible assets, net $ 1,546.9 $ (488.3) $ 1,058.6 $ 1,401.1 $ (433.4) $ 967.7


	September 30, 2019										December 31, 2018
(in millions)	Acquired Cost		Accumulated Amortization		Net Book Value		Acquired Cost		Accumulated Amortization		Net Book Value
Assets subject to amortization:
Customer relationships	$	941.1	$	(337.5)	$	603.6	$	843.8	$	(287.7)	$	556.1
Technology and intellectual property	283.9		(153.7)		130.2		268.8		(129.3)		139.5
Trade names and other	91.3		(35.5)		55.8		45.4		(16.4)		29.0
Assets not subject to amortization:
Trade names	242.0		—		242.0		243.1		—		243.1
Other intangible assets, net	$	1,558.3	$	(526.7)	$	1,031.6	$	1,401.1	$	(433.4)	$	967.7

The net book values of other intangible assets, net by reportable segment follows:


(in millions)	(in millions)	June 30, 2019		December 31, 2018		(in millions)	September 30, 2019		December 31, 2018
Carlisle Construction Materials	Carlisle Construction Materials	$	370.1	$	285.3	Carlisle Construction Materials	$	357.2	$	285.3
Carlisle Interconnect Technologies	Carlisle Interconnect Technologies	322.3		313.4		Carlisle Interconnect Technologies	316.1		313.4
Carlisle Fluid Technologies	Carlisle Fluid Technologies	281.3		280.9		Carlisle Fluid Technologies	275.1		280.9
Carlisle Brake & Friction	Carlisle Brake & Friction	83.4		86.6		Carlisle Brake & Friction	81.8		86.6
Corporate	Corporate	1.5		1.5		Corporate	1.4		1.5
Total	Total	$	1,058.6	$	967.7	Total	$	1,031.6	$	967.7

Note 13—Leases

The Company determines if an arrangement is a lease at inception by evaluating if the asset is explicitly or implicitly identified or distinct, if the Company will receive substantially all of the economic benefit or if the lessor has an economic benefit and the ability to substitute the asset. Operating leases are included in other long-term assets, accrued liabilities and other, and other long-term liabilities.

ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of fixed and known lease payments over the lease term. Variable payments are not included in the ROU asset or lease liability and can vary from period to period based on the use of an asset during the period or the Company's proportionate share of common costs. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and lease expense for these leases is recognized on a straight-line basis over the lease term.

The Company has lease agreements with lease components and non-lease components. The Company has elected to apply the practical expedient to account for these components as a single lease component, for all classes of underlying assets.

Lease Costs, Assets and Liabilities

The Company has operating leases primarily for manufacturing facilities, warehouses, offices and certain equipment. These leases have remaining lease terms of one to 13 years, some of which include one or more

options to renew, with renewal terms that can extend the leases to one or 20 years or more. The components of lease cost follow:


(in millions)	(in millions)	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019		(in millions)	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Operating lease cost	Operating lease cost	$	6.8	$	13.2	Operating lease cost	$	7.1	$	20.3
Variable lease cost	Variable lease cost	1.8		3.3		Variable lease cost	0.4		3.7
Short-term lease cost	Short-term lease cost	0.8		1.5		Short-term lease cost	1.1		2.6
Total lease cost	Total lease cost	$	9.4	$	18.0	Total lease cost	$	8.6	$	26.6

A summary of lease assets and liabilities follows:

(in millions)

~~June~~September 30,
2019

Assets:

Operating lease right-of-use assets¹⁽¹⁾

~~79.0~~75.7

Liabilities:

Operating lease liabilities - current²⁽²⁾

~~21.6~~20.7

Operating lease liabilities - long-term³⁽³⁾

~~63.3~~60.8

Total lease liabilities

~~84.9~~81.5

^1.(1)Included in other long-term assets.

^2.(2)Included in accrued liabilities and other.

^3.(3)Included in other long-term liabilities.

Maturity of lease liabilities as of ~~June~~September 30, 2019, follow:


(in millions)	(in millions)	Remainder of 2019		2020		2021		2022		2023		2024		Thereafter		Total		(in millions)	Remainder of 2019		2020		2021		2022		2023		2024		Thereafter		Total
Lease payments	Lease payments	$	13.5	$	20.2	$	15.0	$	11.1	$	8.6	$	6.4	$	22.9	$	97.7	Lease payments	$	7.0	$	21.3	$	16.0	$	11.7	$	9.1	$	6.6	$	22.8	$	94.5
Less: imputed interest	Less: imputed interest															(12.8)		Less: imputed interest															(13.0)
Total lease liabilities	Total lease liabilities															$	84.9	Total lease liabilities															$	81.5

As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments for non-cancelable operating leases in future years would have been as follows:


(in millions)	2019		2020		2021		2022		2023		Thereafter
Future minimum lease payments	$	16.7	$	10.8	$	6.8	$	4.9	$	4.2	$	5.1

Lease Term and Discount Rate


	~~June~~September 30, 2019
Operating leases:
Weighted-average remaining lease term (in years)	~~6.6~~6.5
Weighted-average discount rate	3.9	%

Supplemental Cash Flow Information

Cash paid for amounts included in the measurement of operating lease liabilities totaled ~~$13.4~~$14.7 million for the ~~six~~nine months ended ~~June~~September 30, 2019. Operating lease right-of-use assets obtained in exchange for new operating lease liabilities totaled ~~$87.4~~$93.6 million for the ~~six~~nine months ended ~~June~~September 30, 2019, of which $69.1 million related to the adoption of ASC 842.

Note 14—Long-term Debt


(in millions)	(in millions)							Fair Value¹								(in millions)					Fair Value⁽¹⁾
				June 30, 2019			December 31, 2018			June 30, 2019			December 31, 2018	(in millions)			September 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018
3.75% Notes due 2027	3.75% Notes due 2027	$	600.0		$	600.0		$	609.5		$	579.4	3.75% Notes due 2027		$	600.0	$	600.0	$	623.4	$	579.4
3.5% Notes due 2024	3.5% Notes due 2024	400.0			400.0			407.4			386.4		3.5% Notes due 2024		400.0		400.0		407.9		386.4
3.75% Notes due 2022	3.75% Notes due 2022	350.0			350.0			358.7			345.5		3.75% Notes due 2022		350.0		350.0		358.0		345.5
5.125% Notes due 2020	5.125% Notes due 2020	250.0			250.0			256.9			255.0		5.125% Notes due 2020		250.0		250.0		256.9		255.0

Unamortized discount, debt issuance costs, and other	Unamortized discount, debt issuance costs, and other	(7.8)			(12.2)								Unamortized discount, debt issuance costs, and other		(9.8)		(12.2)
Total long term-debt	Total long term-debt	1,592.2			1,587.8								Total long term-debt		1,590.2		1,587.8
Less: current portion of long-term debt		2.8			—
Total long term-debt, net of current portion		$	1,589.4		$	1,587.8

^1.(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.

Revolving Credit Facility

During the ~~six~~nine months ended ~~June~~September 30, 2019, there were no0 borrowings or repayments under the Facility. As of ~~June~~September 30, 2019 and December 31, 2018, the Facility had no0 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 restrictive covenants and limitations, including limitations on certain leverage ratios, interest coverage, and limits on outstanding debt balances held by certain subsidiaries. The Company was in compliance with all covenants and limitations as of ~~June~~September 30, 2019 and December 31, 2018.

Letters of Credit and Guarantees

During the normal course of business, the Company enters into commitments in the form of letters of credit and bank guarantees to provide financial and performance assurance to third parties. As of ~~June~~September 30, 2019 and December 31, 2018, the Company had ~~$26.1~~$25.6 million and $26.0 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 ~~$54.0~~$54.4 million was available for use as of ~~June~~September 30, 2019.

Note 15—Defined Benefit Plan

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 June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	(in millions)	2019		2018		2019		2018		(in millions)	2019		2018		2019		2018
Service cost	Service cost	$	0.7	$	0.8	$	1.4	$	1.6	Service cost	$	0.7	$	0.8	$	2.1	$	2.4
Interest cost	Interest cost	1.5		1.4		3.0		2.8		Interest cost	1.6		1.3		4.6		4.1
Expected return on plan assets	Expected return on plan assets	(2.4)		(2.6)		(4.8)		(5.2)		Expected return on plan assets	(2.4)		(2.5)		(7.2)		(7.7)
Amortization of unrecognized loss¹		0.8		1.2		1.7		2.3
Amortization of unrecognized loss⁽¹⁾										Amortization of unrecognized loss⁽¹⁾	0.8		1.1		2.5		3.4
Net periodic benefit cost	Net periodic benefit cost	$	0.6	$	0.8	$	1.3	$	1.5	Net periodic benefit cost	$	0.7	$	0.7	$	2.0	$	2.2

^1.(1)Includes amortization of unrecognized actuarial (gain) loss and prior service credits and excludes provision for income tax of $(0.2) million and ~~$(0.4)~~$(0.6) million for the three and ~~six~~nine months ended ~~June~~September 30, 2019, ~~respectively,~~ and ~~$(0.3)~~$(0.6) million and $(0.9) million for the ~~six~~three and nine months ended ~~June~~September 30, ~~2018.~~2018, respectively.

The components of net periodic benefit cost, other than the service cost component, are included in other non-operating (income) expense, net.

Note 16—Standard Product Warranties

The Company offers various standard warranty programs on its products, primarily for certain installed roofing systems, high-performance cables and assemblies, fluid technologies and braking products. The Company’s liability for such warranty programs is included in accrued expenses. The change in standard product warranty liabilities for the ~~six~~nine months ended ~~June~~September 30, follows:


(in millions)	(in millions)	2019		2018		(in millions)	2019		2018
Balance as of January 1	Balance as of January 1	$	31.9	$	30.4	Balance as of January 1	$	31.9	$	30.4
Current year provision	Current year provision	9.8		9.1		Current year provision	12.9		16.6

Current year claims	Current year claims	(10.4)		(7.8)		Current year claims	(14.7)		(12.1)

Currency translation	Currency translation	—		(0.2)		Currency translation	(0.4)		(0.2)
Balance as of June 30		$	31.3	$	31.5
Balance as of September 30						Balance as of September 30	$	29.7	$	34.7

Note 17—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 cash flow hedges follows:


		June 30, 2019						December 31, 2018							September 30, 2019				December 31, 2018
(in millions)	(in millions)	Fair Value¹		Notional Value		Fair Value¹		Notional Value		(in millions)	Fair Value⁽¹⁾		Notional Value		Fair Value⁽¹⁾		Notional Value
Designated hedges	Designated hedges	$	—	$	49.2	$	0.2	$	95.0	Designated hedges	$	(1.3)	$	119.3	$	0.2	$	95.0
Non-designated hedges	Non-designated hedges	0.4		50.0		0.1		49.9		Non-designated hedges	(0.4)		48.0		0.1		49.9

^1.(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.

For instruments that are designated and qualify as cash flow hedges, the Company had foreign currency forward contracts with maturities less than one year. 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. Gains and losses on the contracts representing hedge components excluded from the assessment of hedged effectiveness are recognized in the same line item as the hedged item, revenues or cost of sales, currently.

The change in accumulated other comprehensive income (loss) related to cash flow hedges for the three and ~~six~~nine months ended ~~June~~September 30, follows:


(in millions)	(in millions)	2019		2018		(in millions)	2019		2018
Balance as of April 1		$	(1.6)	$	(3.8)
Balance as of July 1						Balance as of July 1	$	(3.2)	$	(3.5)
Other comprehensive loss before reclassifications	Other comprehensive loss before reclassifications	(1.6)		—		Other comprehensive loss before reclassifications	(1.8)		(0.1)
Amounts reclassified from accumulated other comprehensive loss	Amounts reclassified from accumulated other comprehensive loss	—		0.3		Amounts reclassified from accumulated other comprehensive loss	0.6		0.1

Other comprehensive (loss) income	Other comprehensive (loss) income	(1.6)		0.3		Other comprehensive (loss) income	(1.2)		—
Balance as of June 30		$	(3.2)	$	(3.5)
Balance as of September 30						Balance as of September 30	$	(4.4)	$	(3.5)

(in millions)	(in millions)	2019		2018		(in millions)	2019		2018
Balance as of January 1	Balance as of January 1	$	(3.2)	$	(4.0)	Balance as of January 1	$	(3.2)	$	(4.0)
Other comprehensive income before reclassifications	Other comprehensive income before reclassifications	0.3		0.3		Other comprehensive income before reclassifications	(1.5)		0.2
Amounts reclassified from accumulated other comprehensive loss	Amounts reclassified from accumulated other comprehensive loss	(0.3)		0.2		Amounts reclassified from accumulated other comprehensive loss	0.3		0.3

Other comprehensive income		—		0.5
Balance as of June 30		$	(3.2)	$	(3.5)
Other comprehensive (loss) income						Other comprehensive (loss) income	(1.2)		0.5
Balance as of September 30						Balance as of September 30	$	(4.4)	$	(3.5)

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 and are recognized in other non-operating (income) expense, net and partially offset corresponding foreign exchange gains and losses on these balances.

Deferred Compensation Rabbi Trust

The Company has established a Rabbi Trust to provide for a degree of financial security to cover its obligations associated with 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 ~~June~~September 30, 2019 and December 31, 2018, the Company had $5.9 million and $10.7 million of cash, respectively, and ~~$5.4~~$5.3 million and $4.3 million of short-term investments, respectively. The short-term investments 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.

Other Financial Instruments

Other financial instruments include cash and cash equivalents, accounts receivable, net, accounts payable, accrued liabilities and other, and long-term debt. The carrying value for cash and cash equivalents, accounts receivable, net, accounts payable and accrued liabilities and other approximates fair value because of their short-term nature and generally negligible credit losses (refer to Note 14 for the fair value of long-term debt).

Note 18—Commitments and Contingencies

Litigation

Over the years, the Company has been named as a defendant, along with numerous other defendants, in lawsuits in various state courts in which plaintiffs have alleged injury due to exposure to asbestos-containing brakes, which Carlisle manufactured in limited amounts between the late-1940s and the mid-1980s. In addition to compensatory awards, these lawsuits may also seek punitive damages. Generally, the Company has obtained dismissals or settlements of its asbestos-related lawsuits with no material effect on its financial condition, results of operations, or cash flows. The Company maintains insurance coverage that applies to the Company’s defense costs and payments of settlements or judgments in connection with asbestos-related lawsuits. At this time, the amount of reasonably possible asbestos claims, if any, is not material to the Company's financial position, results of operations, or operating cash flows, although these matters could result in the Company being subject to monetary damages, costs or expenses, and charges against earnings in particular periods.

The Company may occasionally be involved in various other legal actions arising in the normal course of business. In the opinion of management, the ultimate outcome of such actions, either individually or in the aggregate, are not expected to have a material adverse effect on the consolidated financial position or annual operating cash flows of the Company.

Environmental Matters

The Company is subject to increasingly stringent environmental laws and regulations, including those relating to air emissions, wastewater discharges, chemical and hazardous waste management, and disposal. Some of these environmental laws hold owners or operators of land or businesses liable for their own and for previous owners’ or operators’ releases of hazardous or toxic substances or wastes. Other environmental laws and regulations require the obtainment of, and compliance with, environmental permits. To date, costs of complying with environmental, health, and safety requirements have not been material, and the Company did not have any significant accruals related to potential future costs of environmental remediation as of ~~June~~September 30, 2019, nor are any asset retirement obligations recorded as of that date. However, the nature of the Company’s operations and its long history of industrial activities at certain of its current or former facilities, as well as those acquired, could potentially result in material environmental liabilities or asset retirement obligations.

While the Company must comply with existing and pending climate change legislation, regulation, international treaties or accords, current laws and regulations do not have a material impact on its business, capital expenditures or financial position. Future events, including those relating to climate change or greenhouse gas regulation, could require the Company to incur expenses related to the modification or curtailment of operations, installation of pollution control equipment, or investigation and cleanup of contaminated sites.

Note 19—Subsequent Events

On October 21, 2019, the Company announced the signing of a definitive agreement to acquire Providien LLC, a leading provider of comprehensive manufacturing solutions for global medical device original equipment

manufacturers ("OEMs") including, thermoforming, medical device contract manufacturing, precision machining and metals, and medical injection molding. The transaction is subject to customary closing conditions and is expected to close in the fourth quarter of 2019. The results of operations of the acquired business will be reported within the CIT segment upon the close of the acquisition.

On October 21, 2019, the Company announced it had submitted an irrevocable and binding offer, and entered into exclusive discussions to acquire 100% of the shares of Draka Fileca SAS from Prysmian SpA. Draka Fileca is a leader in highly engineered interconnect solutions for harsh environments, providing high-end cable solutions to important European aerospace and space and defense customers. The transaction is subject to customary closing conditions, including regulatory clearances, and is expected to close no later than the first quarter of 2020. The results of operations of the acquired business will be reported within the CIT segment upon the close of the acquisition.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Carlisle Companies Incorporated ("Carlisle", the "Company", "we", "us" or "our") is a diversified, global portfolio of niche brands that manufacture highly engineered products. Carlisle is committed to generating superior shareholder returns by combining a unique management style of decentralization, entrepreneurial spirit, active mergers and acquisitions, and a balanced approach to capital deployment, all with a culture of continuous improvement as embodied in the Carlisle Operating System ("COS"). Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is designed to provide a reader of our financial statements with a narrative from the perspective of Company management. All references to "Notes" refer to our Notes to Condensed Consolidated Financial Statements in Item 1 to this quarterly report on Form 10-Q.

Executive Overview

We focus on achieving profitable growth in our segments both organically, through new product development, product line extensions and entering new markets, as well as through acquisitions of businesses that complement our existing technologies, products and market channels. Resources are allocated among the operating segments based on senior management’s assessment of their ability to obtain leadership positions and competitive advantages in the markets they serve. We focus on obtaining profitable growth through the following strategic factors:

•Driving above-market organic growth;

•Utilizing COS consistently to drive efficiencies and operating leverage;

•Building scale with synergistic acquisitions;

•Continuing to invest in and develop exceptional talent; and

•Deploying capital into capital expenditures, share repurchases and dividends.

~~We are pleased with~~ Carlisle's ~~second~~record third quarter sales and diluted ~~earnings per share results. These~~EPS results demonstrate ~~our~~ continued progress towards our Vision 2025 goals ~~of:~~of $8 billion in revenues, 20% operating income, and 15% return on invested ~~capital.~~

~~Second~~capital ("ROIC"). Third quarter ~~results were driven by: strong execution, continued solid demand at both~~revenue growth was concentrated in our two largest business segments that deliver approximately 85% of overall revenues for Carlisle. At Carlisle Construction Materials ("CCM") and Carlisle Interconnect Technologies ("CIT"), ~~price discipline across all four segments,~~demand remains strong within the commercial roofing, architectural metals, commercial aerospace, and ~~efficiencies gained from COS.~~medical technologies platforms. We ~~continue to see~~drove solid incremental margins by leveraging our volume growth, combined with continued pricing traction, a healthy backdrop in demand for both new construction and replacement products across the building envelope within CCM, while robust commercial aircraft build rates continue at CIT. Combined with price/cost dynamics andfavorable raw material environment, efficiencies gained from prior ~~year~~years' restructuring efforts, and savings from COS.

At CCM we ~~leveraged these positives into solid incremental margins.~~continue to be encouraged by the underlying demand, backlog, and re-roofing momentum in the North American non-residential roofing markets. These factors, along with tight labor markets, a historically wet spring, and tightening manufacturing capacity in the industry are driving contractors and distributors to the Carlisle Experience, which delivers the right product at the right place at the right time.

At CIT, despite 737 MAX 8 issues at Boeing, the aerospace environment is strong and backlog at major original equipment manufacturers ("OEMs") remains at record levels. Additionally, medical technology markets remain robust, continuing to reflect the needs of an aging population and increased preference for minimally invasive surgical procedures.

However, throughout the year we have seen increasingly negative impacts on the global economy related to indecision and uncertainty produced by a failure to resolve both Brexit and the U.S./China trade negotiations. Late in the second quarter, we began to feel the effects in our most global businesses, Carlisle Fluid Technologies ("CFT") and Carlisle Brake & Friction ("CBF") ~~continued to execute well on its margin expansion goals driven by increased efficiencies at its Medina, Ohio facility.~~

~~During~~, which accelerated into the ~~second~~third quarter. Having delivered 3.4% third quarter organic growth in this environment, we remain optimistic that meaningful progress toward resolution would bolster confidence in global ~~macro uncertainties, including unresolved trade negotiations, Brexit, a general slowing of industrial capital spending,~~economies and ~~severe weather~~provide fuel for growth in ~~North America challenged~~ the ~~global Carlisle team. Despite these challenges, the team continued to drive sales and operating income improvements under~~near-term, assisting us in driving our Vision 2025 ~~initiatives.~~goals of 5% organic growth.

~~We also continued~~On the mergers and acquisitions front, we are pleased to ~~work an active merger~~announce our commitments to acquire Providien, LLC ("Providien") and ~~acquisition pipeline, broadening~~Draka Fileca SAS ("Draka Fileca"), both within our ~~scope~~CIT segment.

Providien, based in San Diego, California, is a leading provider of comprehensive solutions for global medical device OEMs, including medical device contract manufacturing, precision machining and ~~scale~~metals, thermoforming,

and medical injection molding. Providien demonstrates Carlisle's commitment to Vision 2025 where we seek to build our medical technology platform, transitioning CIT to a more balanced portfolio of ~~product offerings as demonstrated by~~interconnect solutions.

Draka Fileca, based in Sainte-Genevieve, France, is a leader in highly engineered interconnect solutions for harsh environments, providing high-end cable solutions to important European aerospace, space and defense customers. With this commitment to acquire Draka Fileca, we continue to increase our ~~second quarter acquisition~~share of ~~MicroConnex Corporation ("MicroConnex"),~~the airframe at European customers.

Finally, earlier in the third-quarter we acquired Swedish based Ecco Finishing AB, which adds key ~~sensor~~low and ~~micro-flex circuit technology~~high pressure painting equipment and sealing applicators within ~~CIT's medical technologies platform, and the acquisitions of Hosco Holdings, LLC, Integrated Dispense Solutions, LLC and Shinhang Systems Co., Ltd., to establish a~~CFT's sealants and adhesives ~~platform within Carlisle Fluid Technologies ("CFT").~~platform.

We are excited by our year-to-date progress towards Vision 2025, including pivoting to acquisitions at CFT and CIT, pricing resolve throughout the organization, and generating strong free cash flow that affords us the flexibility to achieve our near and long-term objectives.

Summary of Financial Results


		Three Months Ended June 30,									Six Months Ended June 30,										Three Months Ended September 30,						Nine Months Ended September 30,
(in millions, except per share amounts)	(in millions, except per share amounts)	2019			2018			2019			2018			(in millions, except per share amounts)	2019			2018			2019			2018
Revenues	Revenues	$	1,314.8		$	1,236.1		$	2,386.7		$	2,220.8		Revenues	$	1,280.6		$	1,181.4		$	3,667.3		$	3,402.2

Operating income	Operating income	$	207.2		$	159.7		$	321.9		$	254.4		Operating income	$	191.0		$	140.0		$	512.9		$	394.4
Operating margin percentage	Operating margin percentage	15.8		%	12.9		%	13.5		%	11.5		%	Operating margin percentage	14.9		%	11.9		%	14.0		%	11.6		%
Income from continuing operations	Income from continuing operations	$	153.0		$	114.7		$	230.4		$	172.6		Income from continuing operations	$	139.3		$	96.9		$	369.7		$	269.5
(Loss) income from discontinued operations	(Loss) income from discontinued operations	$	(0.1)		$	(1.0)		$	1.9		$	250.7		(Loss) income from discontinued operations	$	(1.4)		$	2.8		$	0.5		$	253.5
Diluted earnings per share attributable to common shares:	Diluted earnings per share attributable to common shares:													Diluted earnings per share attributable to common shares:
Income from continuing operations	Income from continuing operations	$	2.65		$	1.87		$	3.98		$	2.78		Income from continuing operations	$	2.42		$	1.59		$	6.40		$	4.37
(Loss) income from discontinued operations	(Loss) income from discontinued operations	$	—		$	(0.02)		$	0.03		$	4.04		(Loss) income from discontinued operations	$	(0.02)		$	0.05		$	0.01		$	4.12

Items affecting comparability:¹
Items affecting comparability:⁽¹⁾														Items affecting comparability:⁽¹⁾
Impact to operating income	Impact to operating income	$	4.5		$	7.7		$	11.7		$	12.1		Impact to operating income	$	7.4		$	7.1		$	19.1		$	19.2
Impact to income from continuing operations	Impact to income from continuing operations	$	(1.9)		$	1.1		$	2.9		$	5.6		Impact to income from continuing operations	$	3.9		$	5.0		$	6.8		$	10.6
Impact on diluted EPS from continuing operations	Impact on diluted EPS from continuing operations	$	(0.03)		$	0.03		$	0.05		$	0.09		Impact on diluted EPS from continuing operations	$	0.07		$	0.08		$	0.12		$	0.18

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

Revenues increased in the ~~second~~third quarter and first ~~six~~nine months of 2019 primarily reflecting ~~increased volume, company-wide price realization and~~ contributions from the ~~acquisitions~~acquisition of Petersen Aluminum Corporation, ~~("Petersen")~~higher sales volume, and ~~MicroConnex,~~continued price leadership, partially offset by foreign currency headwinds.

The increase in operating income in the ~~second~~third quarter and first ~~six~~nine months of 2019 primarily reflected the above revenue performance and benefits from ~~favorable~~ raw material ~~dynamics~~savings and ~~the continued execution of~~contributions from COS, partially offset by ~~higher labor-related costs.~~wage inflation.

Diluted earnings per share from continuing operations primarily benefited from the above operating income performance ($~~0.59~~0.63 per share in the ~~second~~third quarter and ~~$0.86~~$1.47 for the first ~~six~~nine months of 2019), reduced average shares outstanding ($~~0.15~~0.12 per share in the ~~second~~third quarter and ~~$0.25~~$0.37 for the first ~~six~~nine months of 2019) resulting from our share repurchase program, and a lower effective tax rate ($~~0.04 per share in the second quarter and $0.07~~0.09 for the first ~~six~~nine months of 2019).

Outlook

We remain committed to a balanced capital deployment ~~strategy:~~strategy investing in organic growth, closing on several acquisitions, and returning capital to shareholders during the first ~~six~~nine months, paying $232.1 million in share repurchases and ~~$46.2~~$74.5 million in dividends.

Consolidated Results of Operations

Revenues


(in millions)	(in millions)	Three Months Ended June 30,																			Acquisition Effect			Price / Volume Effect			Exchange Rate Effect		(in millions)		Three Months Ended September 30,													Acquisition Effect	Price / Volume Effect	Exchange Rate Effect
				2019			2018			Change			%										Price / Volume Effect			(in millions)				2019			2018			Change			%			Acquisition Effect	Price / Volume Effect
Revenues	Revenues	$	1,314.8		$	1,236.1		$	78.7		6.4	%		4.7	%	2.3	%	(0.6)	%	Revenues		$			$			$	99.2		8.4	%		5.4	%		3.4	%		(0.4)	%

The increase in revenues in the ~~second~~third quarter of 2019 primarily reflected a contribution of $49.6 million from the acquisition of Petersen in the CCM segment and $13.9 million from other acquisitions primarily in the CFT and CIT segments, and increased sales volumes from favorable commercial construction demand at CCM. The increase in revenues was partially offset by lower sales volumes at CFT and CBF and unfavorable foreign currency rates due to a stronger U.S. dollar.


(in millions)	Nine Months Ended September 30,																		Acquisition Effect	Price / Volume Effect	Exchange Rate Effect
			2019			2018			Change			%
Revenues	$	3,667.3		$	3,402.2		$	265.1		7.8	%		4.7	%	3.7	%	(0.6)	%

The increase in revenues in the first nine months of 2019 primarily reflected a contribution of $133.4 million from the acquisition of Petersen in the CCM segment and $27.1 million from other acquisitions primarily in the CFT and CIT segments, increased sales volumes from favorable commercial construction demand at CCM and an increase in demand for aerospace products at CIT. Revenues also increased from company-wide price realization, particularly in the CCM segment. Revenues from acquired businesses in the second quarter of 2019 primarily reflected a contribution of $48.3 million from the acquisition of Petersen in the CCM segment and $3.0 million from the acquisition of MicroConnex in the CIT segment. The

~~increase in revenues was partially offset by lower sales volumes at CFT and CBF and unfavorable foreign currency rates due to a stronger U.S dollar.~~

(in millions) Six Months Ended June 30, Acquisition Effect Price / Volume Effect Exchange Rate Effect
2019 2018 Change %
Revenues $ 2,386.7 $ 2,220.8 $ 165.9 7.5 % 4.4 % 3.9 % (0.8) %

The increase in revenues in the first six months of 2019 primarily reflected increased sale volumes from favorable commercial construction demand at CCM and an increase in demand for aerospace products at CIT. Revenues also increased from company-wide price realization, particularly in the CCM segment. Revenues from acquired businesses in the first six months of 2019 primarily reflected a contribution of $83.8 million from the acquisition of Petersen in the CCM segment and $3.0 million from the acquisition of MicroConnex in the CIT segment. The increase in revenues was partially offset by lower sales volumes at CBF and CFT and unfavorable foreign currency rates due to a stronger ~~U.S~~U.S. dollar.

Gross Margin


(in millions)	(in millions)	Three Months Ended June 30,																									Six Months Ended June 30,																		(in millions)		Three Months Ended September 30,					Nine Months Ended September 30,
					2019				2018			Change			%				2019				2018			Change			%	(in millions)				2019			2018		Change		%			2019			2018		Change		%
Gross margin	Gross margin	$	394.2			$	332.2			$	62.0		18.7	%		$	682.8			$	581.6			$	101.2		17.4	%	Gross margin		$	380.2		$	314.3		$	65.9	21.0	%	$	1,063.0		$	895.9		$	167.1	18.7	%
Gross margin percentage	Gross margin percentage	30.0		%		26.9		%								28.6		%		26.2		%							Gross margin percentage		29.7		%	26.6		%					29.0		%	26.3		%
Depreciation and amortization	Depreciation and amortization	$	24.5			$	24.1									$	47.1			$	50.3								Depreciation and amortization		$	24.6		$	22.6						$	71.7		$	72.9

The increase in gross margin percentage (gross margin expressed as a percentage of revenues) in the ~~second~~third quarter and first ~~six~~nine months of 2019 was driven by company-wide price realization, particularly in the CCM segment, favorable raw material dynamics, savings from COS and higher sales ~~volumes in the CCM and CIT segments.~~volumes. Partially offsetting these items were higher labor-related costs. Also included in cost of goods sold were exit and disposal costs totaling ~~$0.9~~$1.2 million in the ~~second~~third quarter of 2019 and ~~$4.5~~$5.7 million for the first ~~six~~nine months of 2019, ~~compared with $3.7 million in the second quarter of 2018 and $6.0 million for the first six months of 2018,~~ primarily at CIT, attributable to our restructuring ~~initiatives.~~initiatives, compared with $4.0 million in the third quarter of 2018 and $10.0 million for the first nine months of 2018.

Selling and Administrative Expenses


(in millions)	(in millions)	Three Months Ended June 30,																									Six Months Ended June 30,																		(in millions)		Three Months Ended September 30,					Nine Months Ended September 30,
					2019				2018			Change			%				2019				2018			Change			%	(in millions)				2019			2018		Change		%			2019			2018		Change		%
Selling and administrative expenses	Selling and administrative expenses	$	172.3			$	159.9			$	12.4		7.8	%		$	336.5			$	308.5			$	28.0		9.1	%	Selling and administrative expenses		$	175.0		$	164.8		$	10.2	6.2	%	$	511.5		$	473.3		$	38.2	8.1	%
As a percentage of revenues	As a percentage of revenues	13.1		%		12.9		%								14.1		%		13.9		%							As a percentage of revenues		13.7		%	13.9		%					13.9		%	13.9		%
Depreciation and amortization	Depreciation and amortization	$	26.1			$	21.9									$	52.0			$	41.2								Depreciation and amortization		$	26.3		$	23.0						$	78.3		$	64.2

The increase in selling and administrative expenses in the ~~second~~third quarter and first ~~six~~nine months of 2019 primarily reflected acquired selling, general and administrative costs from ~~the~~ acquisitions, ~~of Petersen and MicroConnex,~~ higher labor-related costs for equity and incentive compensation, and charges for the facility rationalization and plant restructuring projects at CIT and CFT. ~~The selling and administrative costs from the acquired businesses also included non-cash amortization of acquired customer-related intangible assets.~~ Refer to Note 9 for further information on exit and disposal activities. The selling and administrative costs from acquired businesses also included non-cash amortization of acquired customer-related intangible assets. These increases were partially offset by continuing cost savings from the integration of acquired businesses.

Research and Development Expenses


(in millions)	(in millions)	Three Months Ended June 30,																									Six Months Ended June 30,																		(in millions)		Three Months Ended September 30,					Nine Months Ended September 30,
					2019				2018			Change			%				2019				2018			Change			%	(in millions)				2019			2018		Change		%			2019			2018		Change		%
Research and development expenses	Research and development expenses	$	15.4			$	14.2			$	1.2		8.5	%		$	29.8			$	28.1			$	1.7		6.0	%	Research and development expenses		$	15.2		$	12.3		$	2.9	23.6	%	$	45.0		$	40.4		$	4.6	11.4	%
As a percentage of revenues	As a percentage of revenues	1.2		%		1.1		%								1.2		%		1.3		%							As a percentage of revenues		1.2		%	1.0		%					1.2		%	1.2		%
Depreciation and amortization	Depreciation and amortization	$	0.5			$	0.3									$	1.0			$	0.7								Depreciation and amortization		$	0.4		$	0.3						$	1.4		$	1.0

Research and development expenses ~~remained consistent~~increased in the ~~second~~third quarter and first ~~six~~nine months of 2019, compared with the ~~second~~third quarter and first ~~six~~nine months of 2018, and primarily reflected new product development at our CIT, CCM and CFT segments.

Other Operating (Income) Expense, net


(in millions)	(in millions)	Three Months Ended June 30,																					Six Months Ended June 30,															(in millions)	Three Months Ended September 30,					Nine Months Ended September 30,
				2019			2018			Change			%			2019			2018			Change			%	(in millions)			2019		2018		Change		%		2019		2018		Change		%
Other operating (income) expense, net	Other operating (income) expense, net	$	(0.7)		$	(1.6)		$	0.9		56.3	%		$	(5.4)		$	(9.4)		$	4.0		42.6	%	Other operating (income) expense, net		$	(1.0)	$	(2.8)	$	(1.8)	(64.3)	%	$	(6.4)	$	(12.2)	$	(5.8)	(47.5)	%

Other operating (income) expense, net in the first ~~six~~nine months of 2019 primarily reflected a $3.0 million gain on contingent consideration at CFT, ~~$0.8~~$1.8 million of rebates, and ~~$0.6~~$0.5 million of gains on sales of assets, primarily at CBF.

Other operating (income) expense, net in the ~~second~~third quarter of 2018 primarily reflected ~~$2.0~~$2.4 million of gains on sales of assets primarily at ~~CIT and~~ CFT, and in the first ~~six~~nine months of 2018, primarily reflected the ~~$4.9 million gain on a legal settlement at CCM and $4.0~~$6.4 million of gains on sales of assets primarily at CCM, CIT and ~~CFT.~~CFT and $4.9 million gain on a legal settlement at CCM.

Operating Income


(in millions)	(in millions)	Three Months Ended June 30,																									Six Months Ended June 30,																		(in millions)		Three Months Ended September 30,					Nine Months Ended September 30,
					2019				2018			Change			%				2019				2018			Change			%	(in millions)				2019			2018		Change		%			2019			2018		Change		%
Operating income	Operating income	$	207.2			$	159.7			$	47.5		29.7	%		$	321.9			$	254.4			$	67.5		26.5	%	Operating income		$	191.0		$	140.0		$	51.0	36.4	%	$	512.9		$	394.4		$	118.5	30.0	%
Operating margin percentage	Operating margin percentage	15.8		%		12.9		%								13.5		%		11.5		%							Operating margin percentage		14.9		%	11.9		%					14.0		%	11.6		%

Refer to Segment Results of Operations within this MD&A for further information related to segment operating income results.

Interest Expense, net


(in millions)	(in millions)	Three Months Ended June 30,																					Six Months Ended June 30,															(in millions)	Three Months Ended September 30,					Nine Months Ended September 30,
				2019			2018			Change			%			2019			2018			Change			%	(in millions)			2019		2018		Change		%		2019		2018		Change		%
Interest expense		$	16.6		$	17.5								$	32.9		$	32.9
Interest income		(1.9)			(3.3)									(4.5)			(4.2)
Interest expense, net	Interest expense, net	$	14.7		$	14.2		$	0.5		3.5	%		$	28.4		$	28.7		$	(0.3)		(1.0)	%	Interest expense, net		$	16.7	$	16.3	$	0.4	2.5	%	$	49.6	$	49.2	$	0.4	0.8	%

~~The change in interest~~Interest expense, net during the ~~second~~third quarter and first ~~six~~nine months of 2019 primarily reflected ~~changes in~~ interest ~~income that varies based~~ on our long-term debt. Refer to Note 14 for further information on our long-term debt.

Interest Income


(in millions)	Three Months Ended September 30,																					Nine Months Ended September 30,
			2019			2018			Change			%			2019			2018			Change			%
Interest income	$	(1.7)		$	(3.3)		$	(1.6)		(48.5)	%		$	(6.2)		$	(7.5)		$	(1.3)		(17.3)	%

Interest income decreased during the third quarter and first nine months of 2019 primarily related to lower yields and a smaller average cash ~~balance and mix of excess cash in high yield investments.~~balance.

Other Non-operating (Income) Expense, net


(in millions)	(in millions)	Three Months Ended June 30,																					Six Months Ended June 30,													(in millions)	Three Months Ended September 30,				Nine Months Ended September 30,
				2019			2018			Change			%			2019			2018			Change		%	(in millions)			2019		2018		Change	%		2019		2018		Change	%
Other non-operating (income) expense		$	(0.6)		$	(0.7)		$	0.1		(14.3)	%		$	(1.0)		$	1.2		$	(2.2)		NM
Other non-operating (income) expense, net																								Other non-operating (income) expense, net		$	(1.2)	$	5.1	$	6.3	NM	$	(2.2)	$	6.3	$	8.5	NM

~~The change in other~~

Other non-operating (income) expense, net, in the third quarter and first nine months of 2019 primarily reflected foreign exchange gains from the strengthening of the U.S. Dollar.

Other-non operating (income) expense, net in the third quarter and first nine months of 2018 primarily reflected the net impact of the resolution of certain tax uncertainties related to the Accella acquisition and release of the corresponding indemnification asset, and the weakening of the U.S. Dollar and related changes in foreign ~~currencies against the U.S. Dollar.~~exchange losses.

Income Taxes


(in millions)	(in millions)	Three Months Ended June 30,																									Six Months Ended June 30,																		(in millions)		Three Months Ended September 30,					Nine Months Ended September 30,
					2019				2018			Change			%				2019				2018			Change			%	(in millions)				2019			2018		Change		%			2019			2018		Change		%
Provision for income taxes	Provision for income taxes	$	40.1			$	31.5			$	8.6		27.3	%		$	64.1			$	51.9			$	12.2		23.5	%	Provision for income taxes		$	37.9		$	25.0		$	12.9	51.6	%	$	102.0		$	76.9		$	25.1	32.6	%
Effective tax rate	Effective tax rate	20.8		%		21.5		%								21.8		%		23.1		%							Effective tax rate		21.4		%	20.5		%					21.6		%	22.2		%

The effective income tax rate on continuing operations for the first ~~six~~nine months of 2019, was ~~21.8%~~21.6%. The year-to-date provision for income taxes included taxes on earnings at an anticipated rate of ~~23.7%~~23.4% and a year-to-date net discrete tax benefit of ~~$5.0~~$7.2 million. The year-to-date net discrete tax benefit relates primarily to a reduced tax liability on prior year tax filings ~~finalized in the current quarter~~ of ~~$2.7~~$5.4 million and excess tax benefits related to employee stock compensation of ~~$1.5 million, and a reduction of unrecognized income tax benefits of $1.2~~$2.1 million.

The effective income tax rate on continuing operations for the first ~~six~~nine months of 2018, was ~~23.1%~~22.2%. The year-to-date provision for income taxes included taxes on earnings at an anticipated full-year rate of approximately ~~24.7%~~24.6%, and a year-to-date net discrete tax expense of ~~$3.5~~$8.4 million.

(Loss) Income from Discontinued Operations


(in millions)	(in millions)	Three Months Ended June 30,																				Six Months Ended June 30,													(in millions)	Three Months Ended September 30,				Nine Months Ended September 30,
				2019			2018			Change		%			2019			2018			Change		%	(in millions)			2019		2018		Change	%		2019		2018		Change	%
(Loss) income from discontinued operations before taxes	(Loss) income from discontinued operations before taxes	$	—		$	(1.3)							$	—		$	297.7						(Loss) income from discontinued operations before taxes		$	(1.8)	$	2.6				$	(1.8)	$	300.3
Provision (benefit) for income taxes		0.1			(0.3)								(1.9)			47.0
(Benefit from) provision for income taxes																							(Benefit from) provision for income taxes		(0.4)		(0.2)					(2.3)		46.8
(Loss) income from discontinued operations	(Loss) income from discontinued operations	$	(0.1)		$	(1.0)		$	0.9		NM		$	1.9		$	250.7		$	(248.8)		NM	(Loss) income from discontinued operations		$	(1.4)	$	2.8	$	(4.2)	NM	$	0.5	$	253.5	$	(253.0)	NM

~~Income~~The loss from discontinued operations in the third quarter of 2019 relates ~~solely~~ to an environmental remediation accrual associated with Motion Control Industries, Inc., which was disposed of in 2009. For the first nine months of 2019, the loss is completely offset by the settlement of prior income tax positions in the current ~~year.~~year related to the sale of CFS.

Income from discontinued operations in 2018 primarily reflects the pre-tax gain on sale of CFS totaling ~~$293.5~~$296.8 million. Excluding the gain on sale, income from discontinued operations reflects activity from January 1, 2018 through March 20, 2018, the date that the sale of CFS was completed.

Segment Results of Operations

Carlisle Construction Materials ("CCM")

On January 11, 2019, we acquired Petersen for consideration of $207.2 million, including $5.2 million of cash acquired and post-closing adjustments, which were finalized in the first quarter of 2019. Petersen’s primary business is the manufacture and distribution of market leading architectural metal roof panels, steel and aluminum flat sheets and coils, wall panels, perimeter roof edge systems and related accessories for commercial, residential, institutional, industrial and agricultural markets. Refer to Note 4 for further ~~discussion.~~information on the acquisition.

(in millions) Three Months Ended June 30, Acquisition Effect Price / Volume Effect Exchange Rate Effect
2019 2018 Change %
Revenues $ 915.0 $ 828.6 $ 86.4 10.4 % 6.1 % 4.7 % (0.4) %
Operating income $ 182.5 $ 141.4 $ 41.1 29.1 %
Operating margin percentage 19.9 % 17.1 %
Depreciation and amortization $ 23.2 $ 19.5
Items affecting comparability¹
$ 0.2 $ 0.7


(in millions)	Three Months Ended September 30,																				Acquisition Effect	Price / Volume Effect	Exchange Rate Effect
				2019				2018			Change			%
Revenues	$	893.5			$	776.8			$	116.7		15.0	%		6.5	%	8.8	%	(0.3)	%
Operating income	$	173.0			$	120.9			$	52.1		43.1	%
Operating margin percentage	19.4		%		15.6		%
Depreciation and amortization	$	23.4			$	19.6
Items affecting comparability⁽¹⁾	$	0.8			$	1.0

^1.(1)Items affecting comparability include acquisition related costs ($~~0.2~~0.8 million in the ~~second~~third quarter of 2019 and ~~$0.7~~$1.0 million in the ~~second~~third quarter of 2018), refer to Items Affecting Comparability.

CCM’s revenue growth in the ~~second~~third quarter of 2019 primarily reflected ~~revenue~~higher sales volumes driven by continued strength in U.S. commercial roofing demand and new product introductions, and a contribution from the acquisition of ~~Petersen, higher sales volumes driven by U.S. roofing demand, price realization, and new product development.~~Petersen.

CCM’s operating margin percentage growth in the ~~second~~third quarter of 2019 primarily reflected ~~favorable~~ raw material ~~dynamics, price realization, higher sales volumes~~savings, positive volume leverage and ~~cost~~ savings from ~~COS, partially offset by higher labor related costs.~~COS.


(in millions)	(in millions)	Six Months Ended June 30,																						Acquisition Effect				Price / Volume Effect				Exchange Rate Effect		(in millions)			Nine Months Ended September 30,															Acquisition Effect	Price / Volume Effect	Exchange Rate Effect
					2019				2018			Change			%																					(in millions)					2019			2018			Change			%	Exchange Rate Effect
Revenues	Revenues	$	1,586.1			$	1,427.2			$	158.9		11.1	%		6.2	%	5.3	%	(0.4)	%		Revenues			$	2,479.6			$	2,204.0			$	275.6			12.5		%		6.3	%		6.6	%		(0.4)	%
Operating income	Operating income	$	275.4			$	217.2			$	58.2		26.8	%								Operating income			$	448.4			$	338.1			$	110.3			32.6		%
Operating margin percentage	Operating margin percentage	17.4		%		15.2		%														Operating margin percentage			18.1		%		15.3		%
Depreciation and amortization	Depreciation and amortization	$	45.8			$	38.6															Depreciation and amortization			$	69.2			$	58.2
Items affecting comparability¹		$	1.8			$	(1.1)
Items affecting comparability⁽¹⁾																						Items affecting comparability⁽¹⁾			$	2.6			$	(0.1)

^1.(1)Items affecting comparability include acquisition related costs of ~~$1.6~~$2.4 million and exit and disposal and facility rationalization costs of $0.2 million in the first ~~six~~nine months of 2019, and acquisition related costs of ~~$0.7~~$1.7 million and gains from divestitures of $(1.8) million in the first ~~six~~nine months of 2018, refer to Items Affecting Comparability.

CCM’s revenue growth in the first ~~six~~nine months of 2019 primarily reflected ~~revenue~~a contribution from the acquisition of Petersen, higher sales volumes driven by continued strength in U.S. commercial roofing demand, ~~growth in Europe,~~ price realization, and new product ~~development.~~

introductions.

CCM’s operating margin percentage increase in the first ~~six~~nine months of 2019 was driven by raw material savings, price realization, ~~favorable raw material dynamics, higher sales volumes~~positive volume leverage and ~~cost~~ savings from COS. ~~Partially offsetting the increase in operating margin percentage were higher labor-related costs.~~

Outlook

CCM’s revenues and operating income are generally higher in the second and third quarters of the year due to increased construction activity during these periods, however could be impacted by unfavorable weather. CCM’s commercial roofing business is comprised predominantly of revenues from re-roofing, which derives demand from a large base of installed roofs requiring replacement in a given year, and less from roofing for new commercial construction. Demand for commercial insulation products is also driven by increased enforcement of building codes related to energy efficiency. Growth in demand in the commercial construction market can be negatively impacted by changes in fiscal policy and increases in interest rates. The availability of labor to fulfill installations may also be a constraint on growth in the commercial roofing market.

CCM’s ability to increase current selling price and volume levels is subject to significant competition, in particular from competitors that have added manufacturing capacity of commercial roofing and insulation, spray foam polyurethane products and metal roofing. Raw material input costs are expected to continue to increase moderately due to crude oil and related commodity pricing. Despite recent price realization, price competition could negatively impact CCM's ability to maintain current operating income margin levels or obtain incremental operating margin.

We continue to expect CCM to achieve ~~low-double~~low double digit revenue growth in 2019.

Carlisle Interconnect Technologies ("CIT")

In January 2019, we announced we would exit our manufacturing operations in El Segundo, California, and Riverside, California, and relocate the majority of those operations to our existing manufacturing facilities in North America. This project is expected to take 12 to 18 months to complete. Total project costs are expected to be

approximately ~~$17.0~~$16.7 million, with approximately ~~$7.5~~$4.8 million remaining to be incurred. As a result of these efforts, focused on improving operational efficiencies throughout the business, we anticipate continuing costs related to plant restructuring and facility rationalization ~~throughout~~to be primarily recognized in 2019. Refer to Note 9 for further information regarding exit and disposal activities.

On April 1, 2019, the Company acquired MicroConnex for ~~approximately $46.8~~consideration of $46.2 million, ~~in cash.~~including $0.8 million of cash acquired and post-closing adjustments. MicroConnex is a manufacturer of highly engineered ~~microminature~~microminiature flex circuits and sensors for the medical and test and measurement markets. Refer to Note 4 for further ~~discussion.~~information on the acquisition.


(in millions)	(in millions)	Three Months Ended June 30,																						Acquisition Effect				Price / Volume Effect				Exchange Rate Effect		(in millions)			Three Months Ended September 30,															Acquisition Effect	Price / Volume Effect	Exchange Rate Effect
					2019				2018			Change			%																					(in millions)					2019			2018			Change			%	Exchange Rate Effect
Revenues	Revenues	$	245.4			$	237.7			$	7.7		3.2	%		1.6	%	2.2	%	(0.6)	%		Revenues			$	241.9			$	240.2			$	1.7			0.7		%		1.5	%		(0.7)	%		(0.1)	%
Operating income	Operating income	$	35.9			$	27.5			$	8.4		30.5	%								Operating income			$	36.0			$	29.3			$	6.7			22.9		%
Operating margin percentage	Operating margin percentage	14.6		%		11.6		%														Operating margin percentage			14.9		%		12.2		%
Depreciation and amortization	Depreciation and amortization	$	15.7			$	14.7															Depreciation and amortization			$	15.7			$	14.3
Items affecting comparability¹		$	2.4			$	1.9
Items affecting comparability⁽¹⁾																						Items affecting comparability⁽¹⁾			$	2.5			$	2.5

^1.(1)Items affecting comparability include exit and disposal and facility rationalization costs ($~~1.8~~2.5 million in the ~~second~~third quarter of 2019 and ~~$2.1~~$1.3 million in the ~~second~~third quarter of 2018). Items affecting comparability also include a legal settlement of $1.1 million and acquisition related costs of ~~$0.6~~$0.1 million in the ~~second quarter of 2019, and legal settlements of $1.4 million and gains from divestitures of $(1.6) million in the second~~third quarter of 2018, refer to Items Affecting Comparability.

CIT's revenue growth in the ~~second~~third quarter of 2019 primarily reflected ~~increases~~a contribution from the acquisition of MicroConnex and price realization, partially offset by a decline in ~~the aerospace and medical markets.~~volume.

CIT’s operating margin percentage increased in the ~~second~~third quarter of 2019, driven by savings from COS, favorable product mix and price realization, ~~and higher volumes,~~ partially offset by wage inflation and higher ~~labor-related~~raw material costs.


(in millions)	(in millions)	Six Months Ended June 30,																						Acquisition Effect				Price / Volume Effect				Exchange Rate Effect		(in millions)			Nine Months Ended September 30,															Acquisition Effect	Price / Volume Effect	Exchange Rate Effect
					2019				2018			Change			%																					(in millions)					2019			2018			Change			%	Exchange Rate Effect
Revenues	Revenues	$	491.8			$	462.0			$	29.8		6.5	%		0.9	%	6.1	%	(0.5)	%		Revenues			$	733.7			$	702.2			$	31.5			4.5		%		1.1	%		3.7	%		(0.3)	%
Operating income	Operating income	$	66.5			$	54.7			$	11.8		21.6	%								Operating income			$	102.5			$	84.0			$	18.5			22.0		%
Operating margin percentage	Operating margin percentage	13.5		%		11.8		%														Operating margin percentage			14.0		%		12.0		%
Depreciation and amortization	Depreciation and amortization	$	30.2			$	29.3															Depreciation and amortization			$	45.9			$	43.6
Items affecting comparability¹		$	7.3			$	4.5
Items affecting comparability⁽¹⁾																						Items affecting comparability⁽¹⁾			$	9.8			$	7.0

^1.(1)Items affecting comparability include exit and disposal and facility rationalization costs ($~~6.5~~9.0 million in the first ~~six~~nine months of 2019 and ~~$4.7~~$6.0 million in the first ~~six~~nine months of 2018) and acquisition related costs of ($0.8 million in the first nine months of 2019 and $0.1 million in the first nine months of 2018). Items affecting comparability also include ~~acquisition costs~~a legal settlement of ~~$0.8 million in the first six months of 2019, and legal settlements of $1.4~~$2.5 million and gains from divestitures of $(1.6) million in the first ~~six~~nine months of 2018, refer to Items Affecting Comparability.

CIT's revenue growth in the first ~~six~~nine months of 2019 primarily reflected ~~increases~~increased volumes in the aerospace ~~industrial~~ and defense markets.

CIT’s operating margin percentage increased in the first ~~six~~nine months of 2019, driven by savings from COS, higher volumes and price realization, partially offset by ~~higher labor-related costs, unfavorable product mix~~wage inflation and higher restructuring and facility rationalization costs.

Outlook

The longer term outlook in the commercial aerospace market remains favorable with a strong delivery cycle for new commercial aircraft expected over the next several years. The outlook for the market for in-flight entertainment and connectivity applications also remains positive on increasing demand for on-board connectivity applications used in both installed aircraft seating and through personal mobile devices using wireless connectivity access.

CIT is actively pursuing new products, customers and complementary technologies to support its expansion into the growing medical technology market. The medical technology markets in which CIT competes are experiencing vendor consolidation trends among larger medical original equipment manufacturers to whom CIT offers improved product verification capabilities and value-added vertical integration through its multiple product offerings.

We ~~continue to~~now expect CIT to achieve ~~mid-to-high single~~our original 2019 forecast of mid-single digit revenue ~~growth in 2019.~~growth.

Carlisle Fluid Technologies ("CFT")


(in millions)	(in millions)	Three Months Ended June 30,																						Acquisition Effect				Price / Volume Effect				Exchange Rate Effect		(in millions)			Three Months Ended September 30,															Acquisition Effect	Price / Volume Effect	Exchange Rate Effect
					2019				2018			Change			%																					(in millions)					2019			2018			Change			%	Exchange Rate Effect
Revenues	Revenues	$	67.3			$	73.3			$	(6.0)		(8.2)	%		5.9	%	(11.7)	%	(2.4)	%		Revenues			$	68.5			$	72.4			$	(3.9)			(5.4)		%		12.8	%		(17.1)	%		(1.1)	%
Operating income	Operating income	$	3.3			$	7.8			$	(4.5)		(57.7)	%								Operating income			$	4.2			$	11.6			$	(7.4)			(63.8)		%
Operating margin percentage	Operating margin percentage	4.9		%		10.6		%														Operating margin percentage			6.1		%		16.0		%
Depreciation and amortization	Depreciation and amortization	$	6.0			$	6.0															Depreciation and amortization			$	6.2			$	5.7
Items affecting comparability¹		$	1.3			$	1.0
Items affecting comparability⁽¹⁾																						Items affecting comparability⁽¹⁾			$	1.0			$	(2.0)

^1.(1)Items affecting comparability include acquisition related costs of $1.0 million in the third quarter of 2019. Items affecting comparability also include exit and disposal and facility rationalization costs ~~($0.1~~of $0.7 million ~~in the second quarter of 2019 and $1.3 million in the second quarter of 2018). Items affecting comparability also include acquisition related costs of $1.2 million in the second quarter of 2019,~~ and a gain from divestiture of ~~$(0.3)~~$(2.7) million in the ~~second~~third quarter of 2018, refer to Items Affecting Comparability.

CFT's revenue declined in the ~~second~~third quarter of 2019, reflecting ~~lower sales volumes across all~~volume declines, particularly in the industrial and automotive end markets, ~~and foreign currency headwinds,~~ partially offset by a contribution from acquisitions and price realization.

CFT’s operating margin percentage performance for the ~~second~~third quarter of 2019 declined, reflecting lower ~~sales~~ volumes, non-recurrence of a gain from divestiture, wage and raw material ~~and wage~~ inflation, ~~and acquisition-related costs,~~ partially offset by price realization and savings from COS.


(in millions)	(in millions)	Six Months Ended June 30,																						Acquisition Effect				Price / Volume Effect				Exchange Rate Effect		(in millions)			Nine Months Ended September 30,															Acquisition Effect	Price / Volume Effect	Exchange Rate Effect
					2019				2018			Change			%																					(in millions)					2019			2018			Change			%	Exchange Rate Effect
Revenues	Revenues	$	130.4			$	136.8			$	(6.4)		(4.7)	%		3.1	%	(5.2)	%	(2.6)	%		Revenues			$	198.9			$	209.2			$	(10.3)			(4.9)		%		6.5	%		(9.3)	%		(2.1)	%
Operating income	Operating income	$	9.7			$	13.5			$	(3.8)		(28.1)	%								Operating income			$	13.9			$	25.1			$	(11.2)			(44.6)		%
Operating margin percentage	Operating margin percentage	7.4		%		9.9		%														Operating margin percentage			7.0		%		12.0		%
Depreciation and amortization	Depreciation and amortization	$	11.7			$	11.4															Depreciation and amortization			$	17.9			$	17.1
Items affecting comparability¹		$	0.4			$	1.5
Items affecting comparability⁽¹⁾																						Items affecting comparability⁽¹⁾			$	1.4			$	(0.5)

^1.(1)Items affecting comparability include exit and disposal and facility rationalization costs ($2.1 million in the first ~~six~~nine months of 2019 and ~~$2.0~~$2.7 million in the first ~~six~~nine months of 2018). Items affecting comparability also include acquisition related costs of ~~$1.3~~$2.3 million and a gain on contingent consideration of $(3.0) million in the first ~~six~~nine months of 2019, and gain from divestiture of ~~$(0.5)~~$(3.2) million in the first ~~six~~nine months of 2018, refer to Items Affecting Comparability.

CFT's revenue declined in the first ~~six~~nine months of 2019, reflecting ~~lower sales volumes~~volume declines across all end markets and foreign currency headwinds, partially offset by a contribution from acquisitions and price realization.

CFT’s operating margin percentage performance first ~~six~~nine months of 2019 declined, reflecting lower ~~sales~~ volumes, wage and raw material ~~and wage~~ inflation and acquisition-related costs, partially offset by ~~a one-time gain on contingent consideration from a previous acquisition,~~ savings from COS and price realization.

Outlook

~~The longer term outlook in the transportation and general industrial markets remains steady.~~ Difficult market conditions are expected to continue for the remainder of the year in the transportation and industrial markets, particularly in ~~China, but~~China. The longer term outlook in the ~~long-term outlook for these~~transportation and general industrial markets remains ~~positive.~~steady. We anticipate further revenue opportunity from the launch of new products, as well as the acceleration of key strategic growth areas: powder, sealants and adhesives and fast set.

We ~~continue to~~now expect CFT revenues to ~~achieve mid-single digit revenue growth~~decline low-to-mid single digits in 2019.

Carlisle Brake & Friction ("CBF")


(in millions)	(in millions)	Three Months Ended June 30,																						Acquisition Effect				Price / Volume Effect				Exchange Rate Effect		(in millions)			Three Months Ended September 30,															Acquisition Effect	Price / Volume Effect	Exchange Rate Effect
					2019				2018			Change			%																					(in millions)					2019			2018			Change			%	Exchange Rate Effect
Revenues	Revenues	$	87.1			$	96.5			$	(9.4)		(9.7)	%		—	%	(7.0)	%	(2.7)	%		Revenues			$	76.7			$	92.0			$	(15.3)			(16.6)		%		—	%		(15.0)	%		(1.6)	%
Operating income		$	8.3			$	2.9			$	5.4		186.2	%
Operating income (loss)																						Operating income (loss)			$	5.7			$	(1.1)			$	6.8			618.2		%
Operating margin percentage	Operating margin percentage	9.5		%		3.0		%														Operating margin percentage			7.4		%		(1.2)		%
Depreciation and amortization	Depreciation and amortization	$	5.5			$	5.4															Depreciation and amortization			$	5.3			$	5.6
Items affecting comparability¹		$	0.5			$	3.9
Items affecting comparability⁽¹⁾																						Items affecting comparability⁽¹⁾			$	0.5			$	4.8

^1.(1)Items affecting comparability and include exit and disposal and facility rationalization costs ($0.5 million in the ~~second~~third quarter of 2019 and ~~$3.9~~$4.8 million in the ~~second~~third quarter of 2018), refer to Items Affecting Comparability.

CBF revenue decreased in the ~~second~~third quarter of 2019, reflecting ~~weaker than expected sales volumes~~difficult year-over-year volume comparisons in the heavy equipment and transportation markets, and foreign currency headwinds.

CBF's operating margin percentage increase in the third quarter of 2019 was driven by lower restructuring and facility rationalization costs, associated with our Tulsa, Oklahoma to Medina, Ohio facility consolidation and savings from COS, partially offset by lower volumes.


(in millions)	Nine Months Ended September 30,																				Acquisition Effect	Price / Volume Effect	Exchange Rate Effect
				2019				2018			Change			%
Revenues	$	255.1			$	286.8			$	(31.7)		(11.1)	%		—	%	(8.5)	%	(2.6)	%
Operating income	$	20.5			$	6.3			$	14.2		225.4	%
Operating margin percentage	8.0		%		2.2		%
Depreciation and amortization	$	16.2			$	17.1
Items affecting comparability⁽¹⁾	$	2.3			$	10.7

⁽¹⁾Items affecting comparability and include exit and disposal and facility rationalization costs ($2.3 million in the first nine months of 2019 and $10.7 million in the first nine months of 2018), refer to Items Affecting Comparability.

CBF revenue decreased in the first nine months of 2019, reflecting difficult year-over-year volume comparisons in the heavy equipment and transportation markets and foreign currency headwinds, partially offset by price realization.

CBF's operating margin percentage increase in the second quarter of 2019 was driven by lower restructuring and facility rationalization costs, associated with our Tulsa, Oklahoma to Medina, Ohio facility consolidation, savings from COS and price realization, partially offset by lower sales volumes, higher labor-related costs and raw material inflation.

(in millions) Six Months Ended June 30, Acquisition Effect Price / Volume Effect Exchange Rate Effect
2019 2018 Change %
Revenues $ 178.4 $ 194.8 $ (16.4) (8.4) % — % (5.4) % (3.0) %
Operating income $ 14.8 $ 7.4 $ 7.4 100.0 %
Operating margin percentage 8.3 % 3.8 %
Depreciation and amortization $ 10.9 $ 11.5
Items affecting comparability¹
$ 1.8 $ 5.9

^1.~~Items affecting comparability and include exit and disposal and facility rationalization costs ($1.8 million in the~~ first ~~six months of 2019 and $5.9 million in the first six months of 2018), refer to~~ ~~Items Affecting Comparability~~.

~~CBF revenue decreased in the first six months of 2019, reflecting weaker than expected sales volumes in the heavy~~

~~equipment and transportation markets and foreign currency headwinds, partially offset by price realization.~~

~~CBF's operating margin percentage increase in the first six~~nine months of 2019 was driven by lower restructuring and facility rationalization costs, associated with our Tulsa, Oklahoma to Medina, Ohio facility consolidation, price realization and savings from COS, ~~and price realization,~~ partially offset by lower ~~sales~~ volumes, ~~unfavorable product mix, higher labor-related costs~~wage and raw material inflation.

Outlook

We now to expect CBF revenues to ~~be down mid-single~~decline low double digits in 2019.

Liquidity and Capital Resources

A summary of our cash and cash equivalents by region follows:


(in millions)	(in millions)	June 30, 2019		December 31, 2018		(in millions)	September 30, 2019		December 31, 2018
Europe	Europe	$	92.3	$	39.3	Europe	$	99.3	$	39.3
North America (excluding U.S.)	North America (excluding U.S.)	23.1		28.6		North America (excluding U.S.)	25.3		28.6
China	China	40.2		28.6		China	15.1		28.6
Asia Pacific (excluding China)	Asia Pacific (excluding China)	44.6		19.5		Asia Pacific (excluding China)	71.9		19.5

International cash and cash equivalents	International cash and cash equivalents	200.2		116.0		International cash and cash equivalents	211.6		116.0
U.S. cash and cash equivalents	U.S. cash and cash equivalents	221.8		687.6		U.S. cash and cash equivalents	446.5		687.6
Total cash and cash equivalents	Total cash and cash equivalents	$	422.0	$	803.6	Total cash and cash equivalents	$	658.1	$	803.6

We maintain liquidity sources primarily consisting of cash and cash equivalents as well as availability under our revolving credit facility (the "Facility"). Cash generated by operations is our primary source of liquidity. Another potential source of liquidity is access to public capital markets via our automatic registration statement on Form S-3 filed November 8, 2017, subject to market conditions at that time. The decrease in cash and cash equivalents compared to December 31, 2018, was primarily related to ~~the~~ acquisitions ~~of Petersen and MicroConnex, which were~~ completed during the first ~~six~~nine months of 2019. Additionally, during the first ~~six~~nine months of 2019, we utilized cash on hand to fund share repurchases, capital expenditures and pay dividends to shareholders.

Cash held by subsidiaries in China is subject to local laws and regulations that require government approval for conversion of such cash to U.S. Dollars, as well as for transfer of such cash to entities that are outside of China.

We believe we have sufficient financial resources to meet our business requirements for at least the next 12 months, including capital expenditures for worldwide manufacturing, working capital requirements, dividends, common stock repurchases, acquisitions and strategic investments.

We also anticipate we will have sufficient cash on hand, as well as available liquidity under the Facility, to pay outstanding principal balances of our existing notes by the respective maturity dates. We intend to obtain additional liquidity by accessing the capital markets to repay the outstanding balance if these sources of liquidity have been used for other strategic purposes by the time of maturity. Refer to Debt Instruments below.

Sources and Uses of Cash and Cash Equivalents


		Six Months Ended June 30,							Nine Months Ended September 30,
(in millions)	(in millions)	2019		2018		(in millions)	2019		2018
Net cash provided by (used in) operating activities		$	197.1	$	(2.8)
Net cash provided by operating activities						Net cash provided by operating activities	$	489.5	$	102.6
Net cash (used in) provided by investing activities	Net cash (used in) provided by investing activities	(311.9)		674.1		Net cash (used in) provided by investing activities	(342.1)		653.8
Net cash used in financing activities	Net cash used in financing activities	(267.2)		(285.9)		Net cash used in financing activities	(291.7)		(352.5)
Effect of foreign currency exchange rate changes on cash	Effect of foreign currency exchange rate changes on cash	0.4		—		Effect of foreign currency exchange rate changes on cash	(1.2)		(0.4)
Change in cash and cash equivalents	Change in cash and cash equivalents	$	(381.6)	$	385.4	Change in cash and cash equivalents	$	(145.5)	$	403.5

Operating Activities

We generated operating cash flows of ~~$197.1~~$489.5 million for the first ~~six~~nine months of 2019 (including working capital uses of ~~$153.8~~$62.9 million), compared with ~~$(2.8)~~$102.6 million for the first ~~six~~nine months of 2018 (including working capital uses of ~~$276.7~~$323.6 million). Higher operating cash flows in the first ~~six~~nine months of 2019 primarily reflect higher cash earnings, more efficient investment in working capital and non-recurrence of cash tax payments for the sale of Carlisle FoodService Products.

Investing Activities

Cash used in investing activities of ~~$311.9~~$342.1 million for the first ~~six~~nine months of 2019 primarily reflected the acquisitions of Petersen, net of cash acquired, for $202.0 million, ~~and~~ MicroConnex, net of cash acquired, for ~~$46.0~~$45.4 million and other acquisitions, net of cash acquired, for $40.3 million, and capital expenditures of ~~$41.0~~$56.6 million. Cash provided by investing activities of ~~$674.1~~$653.8 million for the first ~~six~~nine months of 2018 primarily reflects the sale of CFS for gross proceeds of ~~$754.6~~$758.0 million, partially offset by capital expenditures of ~~$66.9~~$96.1 million.

Financing Activities

Cash used in financing activities of ~~$267.2~~$291.7 million in the first ~~six~~nine months of 2019 primarily reflected $232.1 million of share repurchases and ~~$46.2~~$74.5 million of dividend payments, reflecting the increased dividend of ~~$0.80~~$1.30 per share. Cash used in financing activities of ~~$285.9~~$352.5 million during the first ~~six~~nine months of 2018 primarily reflected ~~$235.7~~$295.4 million of share repurchases and ~~$45.6~~$69.7 million of dividend payments.

Outlook

Our priorities for the use of cash are to invest in growth and performance improvement opportunities for our existing businesses through capital expenditures, pursue strategic acquisitions that meet shareholder return criteria, pay dividends to shareholders and return value to shareholders through share repurchases.

Debt Instruments

Senior Notes

We have senior unsecured notes outstanding of $250.0 million due December 15, 2020 (at a stated interest rate of 5.125%), $350.0 million due November 15, 2022 (at a stated interest rate of 3.75%), $400.0 million due December 1, 2024 (at a stated interest rate of 3.5%) and $600.0 million due December 1, 2027 (at a stated interest rate of 3.75%) that are rated BBB by Standard & Poor’s and Baa2 by Moody’s.

Revolving Credit Facility (the "Facility")

During the first ~~six~~nine months of 2019, we had no borrowings or repayments under the Facility. As of ~~June~~September 30, 2019, the Facility had no outstanding balance and $1.0 billion available for use.

We are required to meet various restrictive covenants and limitations under our senior notes and revolving credit facility including certain leverage ratios, interest coverage ratios and limits on outstanding debt balances held by certain subsidiaries. We were in compliance with all covenants and limitations as of ~~June~~September 30, 2019 and December 31, 2018.

Refer to Note 14 for further information on our debt instruments.

New Accounting Pronouncements

Refer to Note 2 for more information regarding new accounting pronouncements.

Items Affecting Comparability

Items affecting comparability include costs, and losses or gains related to, among other things, growth and profitability improvement initiatives and other events outside of core business operations (such as asset impairments, exit and disposal and facility rationalization charges, costs of and related to acquisitions, litigation settlement costs, gains and losses from and costs related to divestitures, and discrete tax items). Because these items affect our, or any particular operating segment's, financial condition or results in a specific period in which they are recognized, we believe it is appropriate to present the total of these items to provide information regarding the comparability of results of operations period to period. The components of items affecting comparability follows:

Three Months Ended June 30, 2019 Three Months Ended June 30, 2018
(in millions, except per share amounts) Impact to Operating Income Impact to Income from Continuing Operations Impact to Diluted EPS from Continuing Operations Impact to Operating Income Impact to Income from Continuing Operations Impact to Diluted EPS from Continuing Operations
Exit and disposal costs $ 1.5 $ 1.2 $ 0.02 $ 4.6 $ 3.4 $ 0.05
Other facility rationalization costs 0.9 0.7 0.01 2.7 2.0 0.04
Acquisition related costs:
Inventory step-up amortization 0.7 0.5 0.01 0.4 0.3 0.01
Other acquisition costs 1.4 1.1 0.02 0.5 0.5 0.01
Litigation costs — — — 1.4 1.1 0.02
Gain and costs from step acquisition — (0.3) — — — —
Gains from divestitures — — — (1.9) (1.6) (0.03)
Discrete tax items¹
— (5.1) (0.09) — (4.6) (0.07)
Total items affecting comparability $ 4.5 $ (1.9) $ (0.03) $ 7.7 $ 1.1 $ 0.03


		Six Months Ended June 30, 2019										Six Months Ended June 30, 2018											Three Months Ended September 30, 2019					Three Months Ended September 30, 2018
(in millions, except per share amounts)	(in millions, except per share amounts)	Impact to Operating Income		Impact to Income from Continuing Operations		Impact to Diluted EPS from Continuing Operations		Impact to Operating Income		Impact to Income from Continuing Operations		Impact to Diluted EPS from Continuing Operations		(in millions, except per share amounts)	Impact to Operating Income		Impact to Income from Continuing Operations		Impact to Diluted EPS from Continuing Operations		Impact to Operating Income		Impact to Income from Continuing Operations			Impact to Diluted EPS from Continuing Operations
Exit and disposal costs	Exit and disposal costs	$	8.3	$	6.3	$	0.11	$	7.7	$	5.8	$	0.09	Exit and disposal costs	$	1.8	$	1.3	$	0.02	$	4.1	$	3.1		$	0.05
Other facility rationalization costs	Other facility rationalization costs	2.3		1.8		0.03		4.9		3.7		0.06		Other facility rationalization costs	1.2		0.9		0.02		2.7		1.9			0.04
Acquisition related costs:	Acquisition related costs:													Acquisition related costs:
Inventory step-up amortization	Inventory step-up amortization	1.2		0.9		0.01		0.4		0.3		0.01		Inventory step-up amortization	1.0		0.8		0.01		0.6		0.5			—
Other acquisition costs	Other acquisition costs	2.9		2.2		0.04		1.6		1.3		0.02		Other acquisition costs	3.4		2.6		0.05		1.3		0.9			0.02

Litigation costs	Litigation costs	—		—		—		1.4		1.1		0.02		Litigation costs	—		—		—		1.1		0.8			0.01
Gain from contingent consideration		(3.0)		(3.0)		(0.05)		—		—		—
Gain and costs from step acquisition		—		(0.3)		—		—		—		—
Gains from divestitures		—		—		—		(3.9)		(3.1)		(0.05)
Discrete tax items¹		—		(5.0)		(0.09)		—		(3.5)		(0.06)

Losses (gains) from divestitures														Losses (gains) from divestitures	—		0.5		0.01		(2.7)		(1.8)			(0.03)
Discrete tax items⁽¹⁾														Discrete tax items⁽¹⁾	—		(2.2)		(0.04)		—		(0.4)		(2)	(0.01)
Total items affecting comparability	Total items affecting comparability	$	11.7	$	2.9	$	0.05	$	12.1	$	5.6	$	0.09	Total items affecting comparability	$	7.4	$	3.9	$	0.07	$	7.1	$	5.0		$	0.08

^1.(1)In order to provide better information to the user, items affecting comparability include all discrete tax items in this period and all comparative periods.

⁽²⁾Excludes $(4.5) million of discrete tax items related to indemnification asset write-offs which had zero impact to income from continuing operations and EPS from continuing operations.


	Nine Months Ended September 30, 2019											Nine Months Ended September 30, 2018
(in millions, except per share amounts)	Impact to Operating Income		Impact to Income from Continuing Operations		Impact to Diluted EPS from Continuing Operations		Impact to Operating Income		Impact to Income from Continuing Operations			Impact to Diluted EPS from Continuing Operations
Exit and disposal costs	$	10.1	$	7.6	$	0.13	$	11.8	$	8.9		$	0.14
Other facility rationalization costs	3.5		2.7		0.05		7.6		5.6			0.10
Acquisition related costs:
Inventory step-up amortization	2.2		1.7		0.03		1.0		0.8			0.01
Other acquisition costs	6.3		4.8		0.08		2.9		2.2			0.04

Litigation costs	—		—		—		2.5		1.9			0.03
Gain from contingent consideration	(3.0)		(3.0)		(0.05)		—		—			—
Gain from step acquisition, net	—		(0.3)		—		—		—			—
Losses (gains) from divestitures	—		0.5		0.01		(6.6)		(4.9)			(0.08)
Discrete tax items⁽¹⁾	—		(7.2)		(0.13)		—		(3.9)		(2)	(0.06)
Total items affecting comparability	$	19.1	$	6.8	$	0.12	$	19.2	$	10.6		$	0.18

⁽¹⁾In order to provide better information to the user, items affecting comparability include all discrete tax items in this period and all comparative periods.

⁽²⁾Excludes $(4.5) million of discrete tax items related to indemnification asset write-offs which had zero impact to income from continuing operations and EPS from continuing operations.

The impact to income from continuing operations reflects the tax effect of items affecting comparability based on the statutory rate in the jurisdiction in which the expense or income is deductible or taxable. The per share impact of items affecting comparability to each period is based on diluted shares outstanding using the two-class method (refer to Note 6).

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally use words such as "expect," "foresee," "anticipate," "believe," "project," "should," "estimate," "will," "plans," "intends," "forecast" and similar expressions, and reflect our expectations concerning the future. Such statements are made based on known events and circumstances at the time of publication, and as such, are subject in the future to unforeseen risks and uncertainties. It is possible that our future performance may differ materially from current expectations expressed in these forward-looking statements, due to

a variety of factors such as: increasing price and product/service competition by foreign and domestic competitors, including new entrants; technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; our mix of products/services; increases in raw material costs which cannot be recovered in product pricing; domestic and foreign governmental and public policy changes including environmental and industry regulations; threats associated with and efforts to combat terrorism; protection and validity of patent and other intellectual property rights; the successful integration and identification of our strategic acquisitions; the cyclical nature of our businesses; and the outcome of pending and future litigation and governmental proceedings. In addition, such statements could be affected by general industry and market conditions and growth rates, the condition of the financial and credit markets, and general domestic and international economic conditions including interest rate and currency exchange rate fluctuations. Further, any conflict in the international arena may adversely affect general market conditions and our future performance. We undertake no duty to update forward-looking statements.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

There have been no material changes in the Company’s market risk for the ~~six~~nine months ended ~~June~~September 30, 2019. For additional information, refer to "PART II—Item 7A. Quantitative and Qualitative Disclosures About Market Risk" of the Company’s 2018 Annual Report on Form 10-K.

Item 4. Controls and Procedures

a.Evaluation of disclosure controls and procedures. Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation and as of ~~June~~September 30, 2019, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

b.Changes in internal controls. During the first ~~six~~nine months of 2019, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II

Item 1. Legal Proceedings

~~Litigation~~

~~Over the years, we have been named as a defendant, along with numerous other defendants, in~~The Company is party to certain lawsuits in ~~various state courts~~the ordinary course of business. Information about legal proceedings is included in ~~which plaintiffs~~Note18, and is incorporated by reference herein. Aside from the amounts disclosed in Note 18, if any, the Company does not believe that these proceedings, individually or in the aggregate, will have alleged injury due to exposure to asbestos-containing brakes, which Carlisle manufactured in limited amounts between the late-1940’s and the mid-1980’s. In addition to compensatory awards, these lawsuits may also seek punitive damages. We typically obtain dismissals or settlements of our asbestos-related lawsuits with noa material adverse effect on ~~our~~its business, financial condition, results of operations or cash flows. We maintain insurance coverage that applies to our defense costs and payments of settlements or judgments in connection with asbestos-related lawsuits. At this time, we believe that the resolution of our pending asbestos claims will not have a material impact on our financial condition, results of operations, or cash flows, although these matters could result in the Company being subject to monetary damages, costs or expenses, and charges against earnings in particular periods.

In addition, we may occasionally be involved in various other legal actions arising in the normal course of business. In the opinion of management, the ultimate outcome of such actions, either individually or in the aggregate, are not expected to have a material adverse effect on the consolidated financial position or annual operating cash flows of the Company.

~~Environmental Matters~~

We are subject to increasingly stringent environmental laws and regulations, including those relating to air emissions, wastewater discharges, chemical and hazardous waste management and disposal. Some of these environmental laws hold owners or operators of land or businesses liable for their own and for previous owners’ or operators’ releases of hazardous or toxic substances or wastes. Other environmental laws and regulations require the obtainment, and compliance with, environmental permits. To date, costs of complying with environmental, health

and safety requirements have not been material, and we do not have any significant accruals related to potential future costs of environmental remediation as of June 30, 2019, nor are any asset retirement obligations recorded as of that date. The nature of our operations and our long history of industrial activities at certain of our current or former facilities, as well as those acquired could potentially result in material environmental liabilities.

While we must comply with existing and pending climate change legislation, regulation, international treaties or accords, current laws and regulations do not have a material impact on our business, capital expenditures or financial position. Future events, including those relating to climate change or greenhouse gas regulation could require the Company to incur expenses related to the modification or curtailment of operations, installation of pollution control equipment, or investigation and cleanup of contaminated sites.

Item 1A. Risk Factors

During the ~~six~~nine months ended ~~June~~September 30, 2019, there were no material changes to the risk factors disclosed in "PART I—Item 1A. Risk Factors" of the Company’s 2018 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes the repurchase of common stock during the three months ended ~~June~~September 30, 2019:

(shares in thousands) Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs¹
April 2019 47 $ 125.28 — 6,394
May 2019 289 135.91 288 6,106
June 2019 262 136.82 262 5,844
Total 598 550


(shares in thousands)	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs⁽¹⁾
July 2019	898	$	139.15	—	5,844
August 2019	934	136.60		—	5,844
September 2019	686	144.37		—	5,844
Total	2,518			—

^1.(1)Represents the remaining total number of shares that can be repurchased under the Company’s stock repurchase program. On February 5, 2019, the Board approved a 5 million share increase in the Company's stock repurchase programs.

The Company may also reacquire shares outside of the repurchase program from time to time in connection with the forfeiture of shares in satisfaction of tax withholding obligations from the vesting of share-based compensation. ~~There~~During the three months ended September 30, 2019, all shares purchased by the Company were ~~approximately 48 thousand shares~~ reacquired in transactions outside of the share repurchase ~~program during the six months ended June 30, 2019.~~program.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

3536

Item 6. Exhibits

Exhibit

Number

Filed with this Form 10-Q

Incorporated by Reference

Exhibit Title

Form

File No.

Date Filed

3.1

Restated Certificate of Incorporation of the Company.

10-Q

001-9278

10/21/2015

3.2

Amended and Restated Bylaws of the Company.

8-K

001-9278

12/14/2015

4.1^P

Form of Trust Indenture between the Company and Fleet National Bank.

S-3

333-16785

11/26/1996

4.2

First Supplemental Indenture, dated as of August 18, 2006, among the Company, U.S. Bank National Association (as successor to State Street Bank and Trust Company, as successor to Fleet National Bank) and The Bank of New York Mellon Trust Company, N.A.

8-K

001-9278

8/18/2006

4.3

Second Supplemental Indenture, dated as of December 9, 2010, among the Company, U.S. Bank National Association (as successor to State Street Bank and Trust Company, as successor to Fleet National Bank) and The Bank of New York Mellon Trust Company, N.A.

8-K

001-9278

12/10/2010

4.4

Third Supplemental Indenture, dated as of November 20, 2012, among the Company, U.S. Bank National Association (as successor to State Street Bank and Trust Company, as successor to Fleet National Bank) and The Bank of New York Mellon Trust Company, N.A.

8-K

001-9278

11/20/2012

4.5

Form of 3.500% Notes due 2024.

8-K

001-9278

11/16/2017

4.6

Form of 3.750% Notes due 2027.

8-K

001-9278

11/16/2017

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

32.1

Section 1350 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

^P Indicates paper filing.

3637

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CARLISLE COMPANIES INCORPORATED

Date:

~~July 25,~~October 24, 2019

By:

/s/ Robert M. Roche

Robert M. Roche

Vice President and Chief Financial Officer

3738


(in millions)	Three Months Ended June 30, 2018		Six Months Ended June 30, 2018
Revenues	$	—	$	69.5

Cost of goods sold	—		49.5
Other operating expenses, net	1.0		15.8
Operating (loss) income	(1.0)		4.2
Other non-operating (income) expense, net	—		—
(Loss) income from discontinued operations before income taxes	(1.0)		4.2
(Loss) gain on sale of discontinued operations	(0.3)		293.5
(Benefit) provision for income taxes	(0.3)		47.0
(Loss) income from discontinued operations	$	(1.0)	$	250.7