 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| [X] |
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 |
OR
|
| [ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
Commission file number 1-9278
CARLISLE COMPANIES INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization) |
31-1168055
(I.R.S. Employer Identification No.) |
13925 Ballantyne Corporate Place, Suite 400, Charlotte, North Carolina 28277
(Address of principal executive office, including zip code) |
(704) 501-1100
(Telephone Number) |
Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class |
|
Name of each exchange on which registered |
| Common stock, $1 par value |
|
New York Stock Exchange |
| Preferred Stock Purchase Rights |
|
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 X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes X No __
As of February 25, 2005, 31,048,304 shares of common stock of the registrant were outstanding; the aggregate market value of the shares of common stock of the registrant held by non-affiliates was approximately $1,882,165,493 based upon the closing price of the common stock on the New York Stock Exchange on June 30 2004.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 20, 2005 are incorporated by reference in Part III.
Part I
Item 1. Business
Overview
Carlisle Companies Incorporated ("Carlisle" or the "Company") was incorporated in 1986 in Delaware as a holding company for Carlisle Corporation, whose operations began in 1917, and its wholly-owned subsidiaries. Carlisle is a diversified manufacturing company consisting of twelve operating companies which manufacture and distribute a broad range of products. Additional information is contained in Items 7 and 8.
The Company's businesses are divided into four reportable segments: Industrial Components, Construction Materials, Specialty Products and Transportation Products, as well as an "all other" category labeled General Industry (All Other).
The Company's executive offices are located at 13925 Ballantyne Corporate Place, Suite 400, Charlotte, North Carolina. The Company's main telephone number is (704) 501-1100. The Company's Internet website address is www.carlisle.com. Through this Internet website (found in the "Financial Info" link), the Company makes available free of charge its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and all amendments to those reports, as soon as reasonably practicable after these reports are electronically filed with or furnished to the Securities and Exchange Commission.
Management Philosophy/Business Strategy
The Company practices a highly decentralized management style. The presidents of the various operating companies are given considerable autonomy and have a significant level of independent responsibility for their businesses and their performance. The Company believes that a decentralized structure encourages entrepreneurial action, and enhances responsive decision making thereby enabling each operation to better serve its customers and react quickly to its customer needs.
The Company's executive management role is to (i) provide general management oversight and counsel in a manner consistent with the Company's decentralized management approach, (ii) manage the Company's portfolio of businesses including identifying acquisition candidates and assisting in acquiring candidates identified by the operating companies, as well as identifying businesses for divestiture in an effort to optimize the portfolio, (iii) allocate and manage capital, (iv) evaluate, motivate and, if necessary, replace operating management personnel, and (v) provide selected other services.
The Company strives to be the low cost manufacturer in the various niche markets it serves. The Company is dedicated to achieving low cost positions and providing service excellence based on, among other things, superior quality, on-time delivery and short cycle times.
The Company's primary financial objectives for 2005 include: (i) maintain a strong and flexible balance sheet, (ii) realize return on beginning net equity at greater than 15%, (iii) grow organic sales at 150% of the percentage growth of United States of America ("United States" or "U.S.") national gross domestic product, (iv) continuously increase sales per salaried employee, and (v) improve return on invested capital to greater than 10%. These are goals the Company strives to achieve. The Company may not be successful in each instance. For more information, see the "Forward-Looking Statements" disclosure in Item 7.
Acquisitions and Divestitures
The Company has a long-standing acquisition program. Traditionally, the Company has focused on acquiring new businesses that can be added on to existing operations ("bolt-ons"). In addition, the Company considers acquiring new businesses which can operate independently from other Carlisle companies. Factors considered by the Company in making an acquisition include consolidation opportunities, technology, customer dispersion, operating capabilities and growth potential. In 2004, the Company completed one bolt-on acquisition at a total cost of approximately $32.5 million. For more details regarding acquisitions completed over the past three years, see Note 9 to the Consolidated Financial Statements in Item 8.
The Company also continually assesses its portfolio of businesses from the standpoint of both industry attractiveness and business unit strength. This process has resulted in the consolidation, closure and divestiture of various businesses during the past three years. For more details, see Notes 17, 18 and 19 to the Consolidated Financial Statements in Item 8 and "Discontinued Operations" below.
Financial Information About Industry Segments
Information on the Company's revenues, earnings and identifiable assets for continuing operations by industry segment for the last three fiscal years is as follows (amounts in thousands):
A reconciliation of assets reported above to total assets as presented on the Company's Consolidated Balance Sheets in Item 8 is as follows:
Description of Businesses by Reportable Segment
Industrial Components
The Industrial Components segment is comprised of Carlisle Tire & Wheel Company ("CT&W") and Carlisle Power Transmission ("Carlisle PT"). CT&W manufactures and sells bias-ply, non-automotive rubber tires as well as stamped and roll-formed wheels. These products are sold by direct sales personnel to original equipment manufacturers ("OEMs"), mass merchandisers and various tire and wheel distributors located primarily in the U.S. and Canada. Primary markets served by CT&W include lawn and garden - consumer, lawn and garden - commercial, golf cart, trailer, all-terrain vehicle, agriculture, and the related aftermarkets. CT&W also manufactures and sells styled wheels to the automotive aftermarket. Individual project managers are assigned to each of these various markets and are responsible for strategy development, product concept and development as well as product life cycle management.
Carlisle PT manufactures and sells industrial belts and related components to OEMs, mass merchandisers and various wholesale and industrial distributors located primarily in the U.S. and Canada. Carlisle PT also sells processed raw materials to OEMs. All sales are made by direct sales personnel. Primary markets served by Carlisle PT include lawn and garden, home appliance, power sports/recreational vehicles, agriculture, and the related aftermarkets.
CT&W and Carlisle PT each operate manufacturing facilities in the United States and jointly operate a manufacturing facility in Shenzhen, China.
CT&W's primary raw materials include steel used to manufacture wheels, as well as rubber and other oil based commodities required for tire production. Raw materials used by Carlisle PT include rubber, various textile cords and oil based commodities required for belt production. Both companies source their raw materials worldwide to better assure adequate supply. Current strong worldwide demand has caused a general decline in the availability of steel. CT&W believes that this is a short-term situation. However, if the situation continues long-term, it could have a material impact on CT&W's financial position, results of operations and cash flows. Otherwise, CT&W and Carlisle PT believe that sufficient quantities of their respective raw materials can be obtained through normal sources to avoid interruption of production in 2005.
Sales and earnings for both CT&W and Carlisle PT tend to be somewhat higher in the first six (6) months of the year due to peak sales in the lawn and garden and agricultural markets.
The working capital practices of CT&W and Carlisle PT include:
| (i) |
|
Standard accounts receivable payment terms of 30 days to 90 days. |
| (ii) |
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Standard accounts payable payment terms of 30 days to 45 days. |
| (iii) |
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Inventories are maintained in sufficient quantities to meet forecasted demand and are generally higher in the fourth and first quarters to meet seasonal demand. |
CT&W and Carlisle PT each have several significant OEM customers, however, no individual customer accounted for more than 15% of segment sales in 2004.
CT&W competes globally against companies having manufacturing facilities in the Far East. Carlisle PT also faces global competition with its major competitors having manufacturing operations in the United States, Mexico and the Far East. For both companies, product lines serving most markets tend to be price competitive. CT&W and Carlisle PT each strive to achieve competitive advantage through low cost production, distribution capability, customer service, quality and manufacturing flexibility.
Construction Materials
The Construction Materials segment includes Carlisle SynTec ("SynTec"). SynTec manufactures and sells rubber (EPDM), FleeceBACK® and thermoplastic polyolefin (TPO) roofing systems for non-residential low-slope roofs. Through its Hunter Panels operation, SynTec manufactures and distributes energy-efficient rigid foam insulation panels for substantially all roofing applications. SynTec roofing materials and insulation manufactured by Hunter Panels are sold together in warranted systems or separately in non-warranted systems to the new construction, re-roofing and maintenance, general construction and industrial markets. Through its Carlisle Coatings and Waterproofing operation, SynTec manufactures and sells liquid and spray-applied waterproofing membranes, vapor and air barriers, and HVAC duct sealants and hardware for the commercial and residential construction markets. The roofing systems as well as the coatings and waterproofing products are sold through a network of authorized sales representatives and distributors.
SynTec operates manufacturing facilities located throughout the United States, its primary market. In 2004, SynTec announced plans to construct a TPO roofing manufacturing facility in Tooele, Utah to produce TPO single-ply roofing membranes and related accessories. This facility will complement SynTec's existing TPO facility in Senatobia, Mississippi. With respect to its insulation operations, SynTec opened an insulation manufacturing facility in Lake City, Florida and announced the construction of an insulation facility in Terrell, Texas. These two new insulation facilities will complement existing insulation operations in Kingston, New York and Franklin Park, Illinois.
Raw materials include EPDM polymer, TPO polymer, carbon black, processing oils, solvents, asphalt, MDI, polyester fabric, black facer paper, clay and various metal cans as well as cardboard boxes for product packaging. Critical raw materials generally have at least two vendor sources to better assure adequate supply. For raw materials that are single sourced, the vendor typically has multiple processing facilities to better assure adequate supply. In general, SynTec believes that sufficient quantities of raw materials can be obtained through normal sources to avoid interruption of production in 2005. However, with respect to MDI, a raw material used in the manufacture of insulation, worldwide demand exceeds current capacity. Although SynTec has secured MDI supply that exceeds 2004 levels, additional supply is required to meet forecasted growth.
Sales and earnings tend to be somewhat higher in the second and third quarters due to increased construction activity during those periods.
SynTec's working capital practices include the following:
| (i) |
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Standard accounts receivable payment terms of 45 days to 90 days. |
| (ii) |
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Standard accounts payable payment terms of 30 days to 45 days. |
| (iii) |
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Inventories are maintained in sufficient quantities to meet forecasted demand. Due to the seasonal demand of the construction market, inventories tend to be higher in the first quarter. |
SynTec serves a large and diverse customer base. No customer represented more than 15% of this segment's revenues in 2004.
SynTec competes in the construction materials market, a market with numerous competitors that produce roofing, insulation and waterproofing products for commercial and residential applications. The level of competition within the market varies by product line. SynTec competes through pricing, innovative products, warranties and customer service. SynTec offers extended warranty programs on its installed roofing systems. The warranties range from five (5) years to thirty (30) years and, subject to certain exclusions, cover leaks in the roofing system attributable to a problem with the particular SynTec product or the installation of the product. In order to qualify for the warranty, the building owner must have the roofing system installed by a SynTec authorized roofing applicator - an independent roofing contractor trained by SynTec to install its roofing systems.
Transportation Products
Trail King Industries ("Trail King") and Walker Transportation comprise the Transportation Products segment. Trail King manufactures and sells low-bed truck trailers to a variety of markets. Sales are categorized as follows: (i) construction - includes open-deck trailers used by contractors for hauling equipment to and from sites or by rental companies for equipment delivery, (ii) material hauling - includes various dump trailer lines, such as steel bottom-dumps, side-dumps, end-dumps and live-bottoms as well as aluminum end dumps, live-bottom and pneumatic bulk tank trailers for material hauling, (iii) specialized - includes large-capacity multi-unit trailers and specially designed trailers for specific hauling purposes, and (iv) commercial - includes trailers sold for use by truckers for over-the-road hauling and general freight. A majority of Trail King's sales are to dealers with the balance sold direct to end-users such as rental companies, national accounts, heavy-haulers and waste haulers. Trail King operates manufacturing facilities in the U.S., which is its primary market.
Walker Transportation manufactures and sells stainless steel tank trailers to a variety of markets including food, dairy and beverage. Walker Transportation's main distribution channel is through dealers. In addition to its dealer network, Walker Transportation maintains a small factory direct sales staff. Walker Transportation operates a single manufacturing facility in New Lisbon, Wisconsin and sells primarily into the U.S. market.
Trail King's raw materials include aluminum, high-tensile steel, lumber, tires, axles, suspensions, hydraulic and electrical components. Walker Transportation's raw materials include stainless steel, tires, axles and suspensions. Critical raw materials generally have at least two vendor sources to better assure adequate supply. As previously discussed, the current strong worldwide demand has caused a general decline in the availability of steel. The long-term continuation of this situation could have a material impact on Trail King and Walker Transportation's financial position, results of operation and cash flows. Otherwise, Trail King and Walker Transportation believe that sufficient quantities of their key raw materials can be obtained in 2005.
The operations of Trail King and Walker Transportation are generally not seasonal in nature.
Trail King and Walker Transportation's working capital practices include:
| (i) |
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Standard accounts receivable payment terms of 10 days to 40 days. |
| (ii) |
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Standard accounts payable payment terms of 10 days to 60 days. |
| (iii) |
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Inventories are maintained in sufficient quantities to meet forecasted demand. |
Trail King serves a diverse customer base. No customer represented more than 15% of this segment's revenues in 2004. Walker Transportation's customer base is heavily weighted toward dealers. However, no dealer represented more than 15% of the segment's revenues in 2004.
Trail King products compete primarily based on quality and options as well as price. The commercial and material hauling products compete primarily on price. Conversely, the large-capacity multi-unit trailers manufactured for specialized purposes tend to compete primarily on quality and options. Walker Transportation products compete primarily on quality and price.
Specialty Products
Specialty Products segment includes Motion Control Industries ("Motion Control") and Carlisle Industrial Brake & Friction ("CIBF"). Motion Control manufactures heavy-duty friction blocks and disc linings as well as braking systems parts; and provides brake shoe remanufacturing and relining for on-highway Class 6, 7 and 8 trucks. These products are sold to heavy-duty truck and trailer OEMs, brake and axle OEMs, as well as through an aftermarket distribution channel by direct sales personnel.
CIBF manufactures braking systems for off-highway and industrial equipment, specialty friction products, as well as brake actuation systems for on-highway towed vehicles. These products are sold to heavy-duty equipment OEMs, clutch and brake OEMs, replacement part distributors and trailer distributors by direct sales personnel.
Both companies operate manufacturing facilities in the United States, which is their primary market. In addition, CIBF products are sold into the European market through a light assembly, warehouse operation maintained in Zevenaar, The Netherlands.
Raw materials used in Motion Control's friction producing plants include fiberglass, phenolic resin, metallic chips and various other organic materials. Although the supply of fiberglass, resin and metal chips has become more constrained, Motion Control has not encountered any significant availability issues and believes that adequate quantities of its key raw materials can be obtained in 2005. The raw materials used by CIBF are diverse. CIBF's brake manufacturing operations require the use of various metal products such as castings, pistons, springs and bearings. With respect to its friction products, the raw materials are similar to those described for Motion Control. Although availability of these friction products has become more constrained, CIBF believes that adequate quantities of all of its raw materials can be obtained in 2005.
Motion Control's sales and earnings tend to be strongest in the second quarter to coincide with increased truck and trailer maintenance typically scheduled in the Spring. CIBF's operations are not seasonal.
With respect to working capital, both companies' practices include the following:
| (i) |
|
Standard accounts receivable payment terms of 30 days to 60 days. |
| (ii) |
|
Standard accounts payable payment terms of 30 days to 45 days. |
| (iii) |
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Inventories are maintained in sufficient quantities to meet forecasted demand. |
Neither Motion Control nor CIBF has any customer that accounted for more than 15% of segment sales in 2004, with CIBF's customer base being somewhat more diverse. Motion Control's relationship with its largest OEM customers impacts aftermarket participation in that acceptance of product by these OEMs facilitates aftermarket sales.
For both Motion Control and CIBF differentiation between competitors is based primarily on price.
General Industry (All Other)
The General Industry segment includes Carlisle Process Systems, Walker Stainless Equipment, Carlisle FoodService Products, Tensolite and Johnson Truck Bodies.
Carlisle Process Systems designs, manufacturers, installs and automates cheese, whey and milk powder systems, controls and chemical evaporators and dryers for the food, dairy and pharmaceutical industries. Carlisle Process Systems operates manufacturing facilities in the United States and Europe. Sales are made by direct sales personnel as well as independent agents. Sales are made primarily in United States, and to a lesser extent in Europe and New Zealand.
Walker Stainless Equipment manufactures and distributes stainless steel vessels, process equipment and components for the dairy, food processing, pharmaceutical, fine chemical and industrial markets. In addition, through its Containment Solutions operation, Walker Stainless Equipment manufactures and distributes isolators for the pharmaceutical, chemical and nuclear industries. Walker Stainless Equipment operates manufacturing facilities in the United States and Europe. Sales are made by direct sales personnel. Sales are made primarily in the United States and Europe.
Carlisle FoodService Products manufactures and distributes (i) commercial and institutional foodservice permanentware, table coverings, cookware, display pieces, light equipment and supplies to restaurants, hotels, hospitals, nursing homes, schools and correctional facilities, and (ii) industrial brooms, brushes, mops, rotary brushes and carpet care products for industrial, commercial and institutional facilities. The company's product line is distributed from three primary distribution centers located in Charlotte, North Carolina, Oklahoma City, Oklahoma and Zevenaar, The Netherlands to wholesalers, distributors and dealers. In 2004, Carlisle FoodService Products announced plans to construct a fourth distribution center in Reno, Nevada. The construction is expected to be completed in the first half of 2005. These distributor and dealer customers, in turn, sell to commercial and non-commercial foodservice operators and sanitary maintenance professionals. Distributors and dealers are solicited through subcontracted manufacturer representatives and direct sales personnel. Carlisle FoodService Products operates manufacturing facilities in the United States and Mexico, and sales are made primarily in North America and Europe.
Tensolite manufactures and distributes high performance wire, cable, connectors and cable assemblies, including RF/microwave connectors and cable assemblies, primarily for the aerospace, business aircraft, defense electronics, test and measurement equipment and wireless infrastructure equipment industries. Tensolite operates manufacturing facilities in the United States, which is its primary market. Sales are made by direct sales personnel.
Johnson Truck Bodies manufactures and sells insulated refrigerated truck bodies and specialty trailers to a variety of markets including food, dairy and home delivery. Johnson Truck Bodies' main distribution channel is through a factory direct sales staff, and to a lesser extent through a limited dealer network. Johnson Truck Bodies operates a single manufacturing facility in Rice Lake, Wisconsin and sells primarily into the U.S. market.
The primary raw material used by Carlisle Process Systems and Walker Stainless Equipment is stainless steel. Raw materials used by Carlisle FoodService Products include polymer resins, stainless steel and aluminum. Tensolite raw materials include copper conductors that are plated with tin, nickel or silver, polyimide tapes, PTFE tapes, PTFE fine powder resin, thermoplastic resins, stainless steel, machined metals and plastic parts. The raw materials and components used by Johnson Truck Bodies include refrigeration compressors, eutectic holdover plates, mechanical blower refrigeration systems, hydraulic liftgates, fiberglass, polyester resins, polyurethane foam resins, steel, aluminum, plywood, and cast and stainless steel hardware. Key raw materials are typically sourced worldwide to better assure adequate supply. As described above, current strong worldwide demand has caused a general decline in availability of steel. If the current situation continues long term, it could have a negative impact on the financial position, results of operation and cash flows of the operations in this segment. Otherwise, the companies in this segment believe that sufficient quantities of the respective raw material can be obtained through normal sources to avoid interruption of production in 2005.
The operations of the companies included in this segment are generally not seasonal in nature.
The working capital practices of Carlisle Process Systems, Walker Stainless Equipment Company, Carlisle FoodService Products, Tensolite and Johnson Truck Bodies include:
| (i) |
|
Standard accounts receivable payment terms of 30 days to 60 days. |
| (ii) |
|
Standard accounts payable payment terms of 30 days to 45 days. |
| (iii) |
|
Inventories are maintained in sufficient quantities to meet forecasted demand. Both Carlisle Process Systems and Tensolite custom build product and, therefore, neither company carries significant amounts of raw materials or finished goods. |
Carlisle Process Systems, Carlisle FoodService Products, Tensolite and Johnson Truck Bodies each had significant customers in 2004, however, no individual customer accounted for more than 15% of segment sales in 2004. The customer base for Walker Stainless Equipment Company is more diverse.
All five companies are engaged in businesses that are generally highly competitive. Carlisle Process Systems competes primarily on performance and price. With respect to Walker Stainless Equipment and Carlisle FoodService Products, the principal methods of competition are price, service and product performance. Product performance, either mechanical or electrical in nature, is the number one competitive criteria for Tensolite. Johnson Truck Bodies competes primarily on quality and performance with an emphasis on thermal efficiency.
Discontinued Operations
In 2004, in ongoing efforts to streamline its businesses, the Company identified two operations and a segment it plans to exit. The two operations included the plastic components operation of Carlisle Tire & Wheel Company in the Industrial Components segment and the pottery business of Carlisle FoodService in the General Industry segment. Additionally, the Company decided to exit its automotive business consisting entirely of Carlisle Engineered Products in the Automotive Components segment. The Company is actively marketing these operations and conducting other actions required to complete the sale of these operations in 2005. All operations met the criteria in accordance with Statement of Financial Accounting Standard No. 144, "Accounting for the Impairment of Disposal of Long-Lived Assets."
Principal Products
The Company's products are discussed in Note 21 to the Consolidated Financial Statements in Item 8.
Intellectual Property
The Company owns or holds the right to use a variety of patents, trademarks, licenses, inventions, trade secrets and other intellectual property rights. The Company has adopted a variety of measures and programs to ensure the continued validity and enforceability of its various intellectual property rights. While the Company's intellectual property is important to its success, the loss or expiration of any particular intellectual property right would not materially affect the Company or any of its segments.
Backlog
Backlog of orders from continuing operations generally is not a significant factor in most of Carlisle's businesses, as most of Carlisle's products have relatively short order-to-delivery periods. Backlog of orders was $410.2 million at December 31, 2004 and $374.6 million at December 31, 2003 and $255.6 million at December 31, 2002.
Government Contracts
At December 31, 2004, the Company had no material contracts that were subject to renegotiation of profits or termination at the election of the U.S. government.
Research and Development
The Company's research and development expenses were $16.3 million in 2004 and 2003 compared to $15.8 million in 2002.
Environmental Matters
Carlisle believes its operations generally are in substantial compliance with applicable regulations. In a few instances, particular plants and businesses have been the subject of administrative and legal proceedings with governmental agencies or private parties relating to the discharge or potential discharge of regulated substances. Where necessary, these matters have been addressed with specific consent orders to achieve compliance. Carlisle believes that continued compliance will not have any material impact on the Company's financial position and will not require significant capital expenditures.
Employees
The Company had approximately 13,677 employees as of December 31, 2004.
International
For foreign sales, export sales and an allocation of the assets of the Company's continuing operations, see Note 21 to the Consolidated Financial Statements in Item 8.
NYSE Affirmation
On May 7, 2004, Richmond D. McKinnish, the Company's Chief Executive Officer, submitted to the New York Stock Exchange (the "NYSE") the Annual CEO Certification and certified therein that he was not aware of any violation by the Company of the NYSE's Corporate Governance listing standards.
Item 2. Properties
The number, type, location and size of the Company's properties as of December 31, 2004 are shown on the following charts, by segment.
| |
Number and Nature of Facilities |
Square Footage (000's) |
| Segment |
Manufacturing(1) |
Warehouse |
Office |
Owned |
Leased |
| Industrial Components |
17 |
13 |
2 |
2,814 |
1,293 |
| Construction Materials |
13 |
5 |
9 |
856 |
1,417 |
| Automotive Components |
11 |
3 |
2 |
862 |
285 |
| Transportation Products |
10 |
0 |
3 |
872 |
286 |
| Specialty Products |
11 |
1 |
2 |
942 |
351 |
| General Industry (All Other) |
15 |
6 |
14 |
958 |
1,085 |
| Corporate |
0 |
0 |
2 |
0 |
14 |
| (1) Also includes facilities which are combined manufacturing, warehouse and office space. |
| |
Locations |
| Segment |
North America |
Europe |
Other |
| Industrial Components |
29 |
0 |
2 |
| Construction Materials |
22 |
1 |
4 |
| Automotive Components |
16 |
0 |
0 |
| Transportation Products |
10 |
3 |
0 |
| Specialty Products |
14 |
0 |
0 |
| General Industry (All Other) |
27 |
7 |
1 |
| Corporate |
2 |
0 |
0 |
Item 3. Legal Proceedings
The Company may be involved in various legal actions from time to time arising in the normal course of business. In the opinion of management, the ultimate outcome of such actions will not have a material adverse effect on the consolidated financial position of the Company, but may have a material impact on the Company's results of operations for a particular period.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Company's common stock is traded on the New York Stock Exchange. As of December 31, 2004, there were 1,934 shareholders of record.
Quarterly cash dividends paid and the high and low prices of the Company's stock on the New York Stock Exchange in 2004 and 2003 were as follows:
The Company's repurchases of equity securities during the period October 1 through December 31, 2004 were as follows:
The Company announced the reactivation of its share repurchase program on August 17, 2004. The program was originally approved on November 3, 1999. The Company initially had authority to repurchase 1,506,445 shares of its common stock.
Item 6. Selected Financial Data.
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