 |
Part III
Item 10. Directors and Executive Officers of the Registrant.
The following table sets forth certain information relating to each executive officer of the Company, as furnished to the Company by the executive officers. Except as otherwise indicated each executive officer has had the same principal occupation or employment during the past five years.
| Name |
Age |
Positions With Company |
Period of Service |
| Stephen P. Munn |
62 |
Chairman of the Board since January, 1994; and Chief Executive Officer from September, 1988 to February, 2001. |
September, 1988 to date |
| Richmond D. McKinnish |
55 |
Chief Executive Officer since February, 2001; President, since March, 2000; and Executive Vice President from March, 1999 to March 2000 |
August, 1974 to date |
| Carol P. Lowe |
39 |
Vice President and Chief Financial Officer since May 2004. Treasurer from January 2002 to May 2004. Formerly employed by National Gypsum Company, a gypsum wallboard manufacturer, as Treasurer from October 2000 to January 2002 and Assistant Treasurer from January 1998 to October 2000. |
January 2002 to date |
| Kevin G. Forster |
51 |
President, Asia-Pacific since September 1997. |
August, 1990 to date |
| Steven J. Ford |
45 |
Vice President, Secretary and General Counsel since July, 1995. |
July, 1995 to date |
The officers have been elected to serve at the pleasure of the Board of Directors of the Company. There are no family relationships between any of the above officers, and there is no arrangement or understanding between any officer and any other person pursuant to which he was selected an officer.
Information required by Item 10 with respect to directors of the Company is incorporated by reference to the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 9, 2005.
The Company has adopted a Business Code of Ethics covering, among others, its principal executive officer, principal accounting officer, and controller. The Business Code of Ethics is published on the Company's website: www.carlisle.com. Any amendment to, or waiver of, any provision of the Business Code of Ethics effecting such senior officers will be disclosed on the Company's website.
Item 11. Executive Compensation.
Information required by Item 11 is incorporated by reference to the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 9, 2005.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Information required by Item 12 is incorporated by reference to the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 9, 2005.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Item 14. Principal Accountant Fees and Services.
Information required by Item 14 is incorporated by reference to the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 9, 2005.
Part IV
Item 15. Exhibits and Financial Statement Schedules.
Financial statements required by Item 8 are as follows:
Consolidated Statements of Earnings, years ended December 31, 2004, 2003 and 2002
Consolidated Statements of Shareholders' Equity, years ended December 31, 2004, 2003 and 2002
Consolidated Balance Sheets, December 31, 2004 and 2003
Consolidated Statements of Cash Flows, years ended December 31, 2004, 2003 and 2002
Notes to Consolidated Financial Statements
Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts
Exhibits applicable to the filing of this report are as follows:
| (3) |
By-laws of the Company. (a) |
| (3.1) |
Restated Certificate of Incorporation as amended April 22, 1991. (d) |
| (3.2) |
Certificate of Amendment of the Restated Certificate of Incorporation dated December 20, 1996. (f) |
| (3.3) |
Certificate of Amendment of the Restated Certificate of Incorporation dated April 29, 1999. (i) |
| (4) |
Shareholders' Rights Agreement, February 8, 1989. (a) |
| (4.1) |
Amendment to Shareholders' Rights Agreement, dated August 7, 1996. (e) |
| (4.2) |
Trust Indenture. (g) |
| (10.1) |
Executive Incentive Program. (b) |
| (10.2) |
Amendment to Executive Incentive Program. (h) |
| (10.3) |
Amended and Restated Executive Incentive Program. (l) |
| (10.4) |
Form of Nonqualified Stock Option Agreement. (m) |
| (10.5) |
Form of Restricted Share Agreement. (m) |
| (10.6) |
Form of Executive Severance Agreement. (c) |
| (10.7) |
Summary Plan Description of Carlisle Companies Incorporated Director Retirement Plan, effective November 6, 1991. (c) |
| (10.8) |
Amendment to the Carlisle Companies Incorporated Director Retirement Plan. (k) |
| (10.9) |
Nonemployee Director Stock Option Plan (i) |
| (10.10) |
Amended and Restated Non-Employee Director Stock Option Plan (j) |
| (10.11) |
Form of Stock Option Agreement for Nonemployee Director. (n) |
| (10.12) |
Carlisle Companies Incorporated Deferred Compensation Plan for Non-Employee Directors. (k) |
| (10.13) |
Senior Management Incentive Compensation Plan. (l) |
| (10.14) |
Summary of Compensation Arrangements for Executive Officers. |
| (10.15) |
Summary of Compensation Arrangements for Nonemployee Directors. |
| (12) |
Ratio of Earnings to Fixed Charges. |
| (21) |
Subsidiaries of the Registrant. |
| (23) |
Consent of Independent Registered Public Accounting Firm. |
| (31.1) |
Rule 13a-14(a)/15d-14(a) Certifications. |
| (31.2) |
Rule 13a-14(a)/15d-14(a) Certifications. |
| (32) |
Section 1350 Certification. |
| (a) |
Filed as an Exhibit to the Company's annual report on Form 10-K for the year ended December 31, 1988 and incorporated herein by reference. |
| (b) |
Filed with the Company's definitive proxy statement dated March 9, 1994 and incorporated herein by reference. |
| (c) |
Filed as an Exhibit to the Company's annual report on Form 10-K for the year ended December 31, 1990 and incorporated herein by reference. |
| (d) |
Filed as an Exhibit to the Company's annual report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference. |
| (e) |
Filed as an Exhibit to Form 8-A/A filed on August 9, 1996 and incorporated herein by reference. |
| (f) |
Filed as an Exhibit to the Company's annual report on Form 10-K for the year ended December 31, 1996 and incorporated herein by reference. |
| (g) |
Filed as an Exhibit to the Company's registration statement on Form S-3 (No. 333-16785) and incorporated herein by reference. |
| (h) |
Filed with the Company's definitive proxy statement dated March 9, 1998 and incorporated herein by reference. |
| (i) |
Filed as an Exhibit to the Company's annual report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference. |
| (j) |
Filed as an Exhibit to the Company's annual report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference. |
| (k) |
Filed as an Exhibit to the Company's annual report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference. |
| (l) |
Filed with the Company's definitive Proxy Statement dated March 11, 2004 and incorporated herein by reference. |
| (m) |
Filed as an Exhibit to the Company's quarterly report on Form 10-Q for the period ended September 30, 2004 and incorporated herein by reference. |
| (n) |
Filed as an Exhibit to the Company's current report on Form 8-K for February 1, 2005 and incorporated herein by reference. |
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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
/s/ Carol P. Lowe
By: Carol P. Lowe, Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
/s/ Richmond D. McKinnish
Richmond D. McKinnish, President, Chief Executive Officer and a Director
(Principal Executive Officer)
/s/ Carol P. Lowe
Carol P. Lowe, Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
/s/ Stephen P. Munn
Stephen P. Munn, Chairman of the Board of Directors
/s/ Donald G. Calder
Donald G. Calder, Director
/s/ Robin S. Callahan
Robin S. Callahan, Director
/s/ Paul J. Choquette, Jr.
Paul J. Choquette, Jr., Director
/s/ Peter L.A. Jamieson
Peter L.A. Jamieson, Director
/s/ Peter F. Krogh
Peter F. Krogh, Director
/s/ Anthony W. Ruggiero
Anthony W. Ruggiero, Director
/s/ Lawrence A. Sala
Lawrence A. Sala, Director
/s/ Eriberto R. Scocimara
Eriberto R. Scocimara, Director
/s/ Magalen C. Webert
Magalen C. Webert, Director
March 9, 2005
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS
(Dollars in thousands)
Report of Independent Registered Public Accounting Firm
The Board of Directors
Carlisle Companies Incorporated:
Under date of March 8, 2005, we reported on the consolidated balance sheets of Carlisle Companies Incorporated and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of earnings and comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2004. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related consolidated financial statement schedule as listed in Item 15(a)2 in this Form 10-K. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
As discussed in Note 1 to the Consolidated Financial Statements in "Summary of Accounting Policies" under "Patents, Goodwill and Other Intangible Assets," effective January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," which resulted in a change in the Company's method of accounting for goodwill and other intangible assets.
KPMG LLP
Charlotte, North Carolina
March 8, 2005
CARLISLE COMPANIES INCORPORATED
COMMISSION FILE NUMBER 1-9278
FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2004
EXHIBIT LIST
| (10.14) |
Summary of Compensation Arrangements for Executive Officers |
| (10.15) |
Summary of Compensation Arrangements for Nonemployee Directors |
| (12) |
Ratio of Earnings to Fixed Charges |
| (21) |
Subsidiaries of the Registrant |
| (23) |
Consent of Independent Registered Public Accounting Firm |
| (31.1) |
Rule 13a-14a/15d-14(a) Certifications |
| (31.2) |
Rule 13a-14a/15d-14(a) Certifications |
| (32) |
Section 1350 Certification |
Exhibit 10.14
Summary of Compensation Arrangements for Executive Officers
The following table discloses compensation received during the three fiscal years ended December 31, 2002-2004 by Mr. McKinnish, the Company's Chief Executive Officer, and by each of the four remaining most highly paid executive officers who served as executive officers during 2004:
In addition, at its February 1, 2005 meeting, the Compensation Committee approved the following annual salaries for 2005 for the named executive officers: (i) Stephen P. Munn - $525,000, (ii) Richmond D. McKinnish - $850,000, (iii) Carol P. Lowe - $250,000, (iv) Kevin G. Forster - $240,000, and (v) Steven J. Ford - $245,000. The Compensation Committee also awarded the named executive officers options to acquire shares of the Company's common stock (the "Shares") and restricted Shares as follows: (i) Stephen P. Munn - 10,000 options, (ii) Richmond D. McKinnish - 70,000 options and 10,000 restricted Shares, (iii) Carol P. Lowe - 8,000 options and 1,000 restricted Shares, (iv) Kevin G. Forster - 8,000 options and 1,000 restricted Shares, and (v) Steven J. Ford - 8,000 options and 1,000 restricted Shares. The options were awarded at an option price of $64.18, which was equal to the closing market price of the Shares on the date of grant. All options expire ten (10) years following the date of grant. Each restricted Share was valued at $64.18, which was equal to the closing market price of the Share on the date of grant. The restricted Shares vest on December 31, 2007. During the period the Shares remain restricted, and Mrs. Lowe and Messrs. McKinnish, Forster and Ford will receive any dividend declared on such Shares.
The pension plans of the Company and its subsidiaries provide defined benefits including a cash balance formula whereby participants accumulate a cash balance benefit based upon a percentage of compensation allocation made annually to the participants' cash balance accounts. The allocation percentage ranges from 2% to 7% and is determined on the basis of each participant's years of service. The cash balance account is further credited with interest annually. The interest credit is based on the One Year Treasury Constant Maturities as published in the Federal Reserve Statistical Release over the one year period ending on the December 31st immediately preceding the applicable plan year (with a minimum of 4.00%). The interest rate for the plan year ending December 31, 2004 was 4.00%. Compensation covered by the pension plan of the Company and its subsidiaries includes total cash remuneration in the form of salaries and bonuses, including amounts deferred under Sections 401(k) and 125 of the Internal Revenue Code of 1986, as amended (the "Code").
The annual annuity benefit payable starting at normal retirement age (age 65 with five years of service) as accrued through December 31, 2004 under the pension plans of the Company and its subsidiaries for the executives named in the Summary Compensation table were as follows: Mr. Munn, $400,000; Mr. McKinnish, $435,577; Mrs. Lowe, $3,588; Mr. Forster, $29,133; and Mr. Ford, $21,141.
Section 401(a)(17) of the Code currently places a limit of $205,000 on the amount of annual compensation covered under a qualified pension plan such as the one maintained by the Company (the "Retirement Plan"). Under an unfunded supplemental pension plan maintained by the Company, the Company will make payments as permitted by the Code to plan participants in an amount equal to the difference, if any, between the benefits that would have been payable under the Retirement Plan without regard to the limitations imposed by the Code and the actual benefits payable under the Retirement Plan as so limited.
Each named executive officer participates in the Company's executive severance program providing for benefits in the event of a "change of control" (defined generally as an acquisition of twenty percent (20%) or more of the outstanding voting shares of the Company or a change in the majority of the Company's Board of Directors). In the event of a termination of the named executive officer's employment within three (3) years of a "change in control," the officer is entitled to three (3) years' compensation, including bonus, retirement benefits equal to the benefits the officer would have received had the officer completed three additional years of employment, continuation of all life, accident, health, savings and other fringe benefits for three years, and relocation assistance. A copy of the Company's form Executive Severance Agreement is on file as an Exhibit to the Company's Annual Report on Form 10-K for the year-ended December 31, 1990 and is incorporated herein by reference.
Exhibit 10.15
Summary of Compensation Arrangements for Nonemployee Directors
The Company's nonemployee directors are as follows: Donald G. Calder, Robin S. Callahan, Paul J. Choquette, Jr., Peter L.A. Jamieson, Peter F. Krogh, Anthony W. Ruggiero, Lawrence A. Sala, Eriberto R. Scocimara and Magalen C. Webert.
For 2004, the annual fee paid to each nonemployee director was $35,000. In addition, a $5,000 annual attendance fee is paid to each nonemployee director who attends at least 75% of the aggregate of (i) the total number of Board of Directors meetings which he or she is eligible to attend, and (ii) all meetings of committees of the Board on which the director serves. For 2004, each nonemployee director attended at least 75% of such meetings and received a $5,000 annual attendance fee.
The Board has standing Executive, Audit, Compensation, Pension and Benefits and Corporate Governance and Nominating Committees. During 2004, Committee fees paid to the nonemployee directors were as follows:
| Nonemployee Director |
Amount |
| Donald G. Calder |
$ 30,000 |
| Robin S. Callahan |
30,000 |
| Paul J. Choquette, Jr. |
30,000 |
| Peter L.A. Jamieson |
20,000 |
| Peter F. Krogh |
25,000 |
| Anthony W. Ruggiero |
25,000 |
| Lawrence A. Sala |
15,000 |
| Eriberto R. Scocimara |
30,000 |
| Magalen C. Webert |
15,000 |
In addition, on February 4, 2004, each nonemployee director received an option to acquire 1,000 shares of the Company's common stock at an option price of $57.07, which was equal to the closing market price of the shares on the date of grant. On February 2, 2005, each nonemployee director received an option to acquire 1,000 shares of the Company's common stock at an option price of $64.18, which was equal to the closing market price of the shares on the date of the grant. All options expire ten (10) years following the date of grant.
Under the Deferred Compensation Plan for Nonemployee Directors, each nonemployee director is entitled to defer up to 100% of his or her annual retainer and meeting fees. Each participant can direct the "deemed investment" of his or her account among the different investment funds offered by the Company from time to time. Initially, the investment options include (i) a fixed rate fund and (ii) Share equivalent units. All amounts held under the Deferred Compensation Plan are 100% vested amounts credited to a participant's account and generally will be paid or commence to be paid after the participant terminates service as a director. At the participant's election, payments can be made in a lump sum or in quarterly installments. Payments under the Deferred Compensation Plan are made in cash from the Company's general assets. For the period January 1, 2004 to December 31, 2004, the fixed rate fund accrued interest at six percent (6%) per annum and the aggregate interest accrued for all participants in the Deferred Compensation Plan was $38,136.
Exhibit 12
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's ratio of earnings to fixed charges for the years ended December 31 as indicated:
For purposes of computing the ratio of earnings to fixed charges, earnings are defined as earnings before income taxes from continuing operations plus fixed charges. Fixed charges consist of interest expense (including capitalized interest) and the portion of rental expense that is representative of the interest factor (deemed to be one-third of minimum operating lease rentals).
Exhibit 21
Subsidiaries of Registrant
| Domestic Subsidiaries |
State of Incorporation |
| Carlisle China Coatings & Waterproofing, Inc. |
Delaware |
| Carlisle China Stainless Equipment, Inc. |
Delaware |
| Carlisle Coatings & Waterproofing Incorporated |
Delaware |
| Carlisle Corporation |
Delaware |
| Carlisle Engineered Products, Inc. |
Delaware |
| Carlisle Flight Services, Inc. |
Delaware |
| Carlisle FoodService Products Incorporated |
Delaware |
| Carlisle Insurance Company |
Vermont |
| Carlisle Intangible Company |
Delaware |
| Carlisle International, Inc. |
Delaware |
| Carlisle Management Company |
Delaware |
| Carlisle Power Transmission Products, Inc. |
Nevada |
| Carlisle Process Systems, Inc. |
Delaware |
| Carlisle Roofing Systems, Inc. |
Delaware |
| Carlisle SPV, Inc. |
Delaware |
| Carlisle SynTec Incorporated |
Delaware |
| Carlisle Tire & Wheel Company |
Delaware |
| Hartstone, Inc. (d/b/a Carlisle Home Products) |
Delaware |
| Johnson Truck Bodies, Inc. |
Wisconsin |
| Kenro Incorporated |
Delaware |
| Motion Control Industries, Inc. |
Delaware |
| Tensolite Company |
Delaware |
| Trail King Industries, Inc. |
South Dakota |
| Versico Incorporated |
Delaware |
| Walker Stainless Equipment Company, Inc. |
Delaware |
| Carlisle TPO, Inc. |
Delaware |
| Hunter Panels, LLC |
Maine |
|
| Foreign Subsidiaries |
Jurisdiction |
| Beijing Carlisle Waterproofing Materials Ltd.* |
China |
| Carlisle Asia Pacific Limited |
Hong Kong |
| Carlisle Canada, a general partnership |
Canada |
| Carlisle Den Bosch |
Netherlands |
| BVCarlisle Europe BV |
Netherlands |
| Carlisle Europe Off-Highway BV |
Netherlands |
| Carlisle Europe On-Highway BV |
Netherlands |
| Carlisle Financial Services BV |
Netherlands |
| Carlisle FoodService Products Europe BV |
Netherlands |
| Carlisle Hardcast Europe BV |
Netherlands |
| Carlisle Holding Limited |
United Kingdom |
| Carlisle Holdings ApS |
Denmark |
| Carlisle Mexico, S.A. DE C.V. |
Mexico |
| Carlisle Process Systems A/S |
Denmark |
| Carlisle Process Systems BV |
Netherlands |
| Carlisle Process Systems GmbH |
Germany |
| Carlisle Process Systems Limited |
United Kingdom |
| Carlisle Productos Mexico S. De R.I. De C.V. |
Mexico |
| Carlisle Tire & Rubber (Free Zone ) Limited |
Trinidad |
| CSL Manufacturing CV |
Netherlands |
| Damrow A/S |
Denmark |
| Carlisle Hardcast France SA |
France |
| Icopal A/S* |
Denmark |
| Icopal Holding, A/S* |
Denmark |
| Japan Power Brakes* |
Japan |
| Lander Carlisle Holding, Ltd.* |
United Kingdom |
| Lander Carlisle Ltd.* |
United Kingdom |
| Pulidora, SA de C.V. |
Mexico |
| Scherping Systems of Denmark ApS |
Denmark |
| Shanghai Carlisle Stainless Equipment Co. Ltd. |
China |
| Tianjin Jolly Tone Carlisle Mold Making & Injection Industrial Co., Ltd.* |
China |
| Trail King SA de CV* |
Mexico |
_______________________
*The Company owns (i) a 65% interest in Beijing Carlisle Waterproofing Materials Ltd., (ii) a 25% interest in Icopal Holdings A/S, which owns a 100% interest in Icopal A/S, (iii) a 49% interest in Japan Power Brakes, and (iv) a 50% interest in Lander Carlisle Holding Ltd., which owns a 100% interest in Lander Carlisle Ltd., (v) a 45% interest in Tianjin Jolly Tone Carlisle Mold Making & Injection Industrial Co., Ltd and (vi) a 50% interest in Trail King SA de CV
Exhibit 23
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Carlisle Companies Incorporated:
We consent to the incorporation by reference into the previously filed Registration Statements on Form S-8 (Nos. 33-28052, 33-56737, 333-52411, 333-49742, 33-66932, and 333-99261) and on Form S-3 (Nos. 33-56735, 333-16785, 333-71028, and 333-88998) of Carlisle Companies Incorporated of our reports dated March 8, 2005, with respect to the consolidated balance sheets of Carlisle Companies Incorporated as of December 31, 2004 and 2003, and the related consolidated statements of earnings and comprehensive income, shareholders' equity, and cash flows, for each of the years in the three-year period ended December 31, 2004, and the related financial statement schedule, management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 and the effectiveness of internal control over financial reporting as of December 31, 2004, which reports appears in the December 31, 2004 annual report on Form 10-K of Carlisle Companies Incorporated.
Our reports refer to a change in the Company's method of accounting for goodwill and other intangible assets, as more fully described in the Notes to the Consolidated Financial Statements.
KPMG LLP
Charlotte, North Carolina
March 8, 2005
Exhibit 31.1
Rule 13a-14(a)/15d-14(a) Certifications
I, Richmond D. McKinnish, certify that:
| 1. |
I have reviewed this annual report on Form 10-K of Carlisle Companies Incorporated; |
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
| 5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: March 9, 2005
/s/ Richmond D. McKinnish
Name: Richmond D. McKinnish
Title: President and Chief Executive Officer
Exhibit 31.2
Rule 13a-14(a)/15d-14(a) Certifications
I, Carol P. Lowe, certify that:
| 1. |
I have reviewed this annual report on Form 10-K of Carlisle Companies Incorporated; |
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
| 5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: March 9, 2005
/s/ Carol P. Lowe
Name: Carol P. Lowe
Title: Vice President and Chief Financial Officer
Exhibit 32
Section 1350 Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Carlisle Companies Incorporated, a Delaware corporation (the "Company"), does hereby certify that:
The Annual Report on Form 10-K for the period ended December 31, 2004 (the "Form 10-K") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
| Dated: March 9, 2005 |
By: /s/ Richmond D. McKinnish
Name: Richmond D. McKinnish
Title: President and Chief Executive Officer
|
| Dated: March 9, 2005 |
By: /s/ Carol P. Lowe
Name: Carol P. Lowe
Title: Vice President and Chief Financial Officer
|
|
|
|
|
