ITEM 1. BUSINESS.
Carlisle Companies Incorporated was incorporated in 1986 in Delaware as a holding company for Carlisle Corporation, whose operations began in 1917, and its wholly-owned subsidiaries. Unless the context of this report otherwise requires, the words "Company" and "registrant" refer to Carlisle Companies Incorporated and its wholly-owned subsidiaries and any divisions or subsidiaries they may have. The Company's diversified manufacturing operations are conducted through its subsidiaries.
The Company manufactures and distributes a wide variety of products across a broad range of industries, including, among others, the roofing, real estate construction, trucking, automotive, foodservice, industrial equipment, lawn and garden and aircraft manufacturing industries. The Company markets its products both as a component supplier to original equipment manufacturers ("OEMs"), as well as directly to end users.
Sales of the Company's products are reported by distribution to the following three industry segments: Construction Materials, Transportation Products and General Industry. The principal products, services and markets or customers served in each of the industry segments include:
CONSTRUCTION MATERIALS. The principal products of this segment are rubber, plastic and fleece back sheeting used predominantly on non-residential flat roofs and related roofing accessories, including flashings, fasteners, ceiling tapes, coatings and waterproofings. The markets served include new construction, re-roofing and maintenance of low slope roofs, water containment, HVAC sealants, and coatings and waterproofings.
TRANSPORTATION PRODUCTS. The principal products of this segment are heavy duty friction and braking systems for truck and off-highway equipment, rubber and plastic automotive components, including precision-molded engine components and blow-molded bumper beams, high grade aerospace wire, specialty trailers, self-contained ISO 40-foot perishable cargo shipping containers, standard and custom-built high payload trailers and dump bodies. Customers include truck OEMs, shipping lines, heavy equipment and truck dealers and aftermarket distributors, commercial haulers, automotive OEMs and systems suppliers, and dairy product distributors.
GENERAL INDUSTRY. The principal products of this segment include small bias-ply rubber tires, stamped and roll-formed wheels, commercial and institutional plastic foodservice permanentware and catering equipment, fiber glass and composite material trays and dishes, ceramic tableware, specialty rubber and plastic cleaning brushes and stainless steel processing equipment and their related process control systems. Customers include foodservice distributors, restaurants, golf car
manufacturers, power equipment manufacturers, boat and utility trailer manufacturers and dairy and pharmaceutical processors.
The amount of total revenue contributed by the products or services in each industry segment for each of the last three fiscal years is as follows (in millions):
1996 1995 1994 ---- ---- ---- Construction Materials $ 325.2 $ 308.3 $ 288.6 Transportation Products 371.5 278.9 200.2 General Industry 320.8 235.3 203.9 ------- ------- ------- Total $1,017.5 $ 822.5 $ 692.7
In each industry segment, the Company's products are generally distributed either by Company-employed field sales personnel or manufacturers' representatives. In a few instances, distribution is through dealers and independent distributors. Since many of the Company's customers are OEMs, marketing methods and certain operations are designed to accommodate the requirements of a small group of high-volume producer-customers.
In each industry segment, satisfactory supplies of raw materials and adequate sources of energy essential for operation of the Company's businesses have generally been available to date. Uncertain economic conditions, however, could cause shortages of some basic materials, particularly those which are petroleum derivatives (plastic resins, synthetic rubber, etc.) and used in the construction materials, transportation products and general industry segments. The Company believes that energy sources are secure and sufficient quantities of raw materials can be obtained through normal sources to avoid interruption of production in 1997.
The Company owns or holds the right to use a variety of patents, trademarks, licenses, inventions, trade secrets and other intellectual property rights which, in the aggregate, are considered significant to the successful conduct of each of the Company's three industry segments. The Company has adopted a variety of measures and programs to ensure the continued validity and enforceability of its various intellectual property rights.
In each industry segment, the Company is engaged in businesses, and its products serve markets, that generally are highly competitive. Product lines serving most markets tend to be price competitive and all lines also compete on service and product performance. No industry segment is dependent upon a single customer, or a few customers, the loss of which would have a material adverse effect on the segment.
Order Backlog was $200.8 million at December 31, 1996, and $160.7 million at December 31, 1995, and $103.9 million at December 31, 1994. Although 19% of the increase from December 31, 1995 was related to operations acquired in 1996, stronger backlog positions were evident throughout all major operations within the Company.
Research and Development expenses decreased to $11.9 million in 1996, compared to $12.3 million in 1995, consistent with $11.9 million in 1994. Heavy duty friction operations completed its new technology center in Charlottesville, Virginia. The increase in R&D expenditures for high performance wire resulted from purchases of materials for microwave coaxial cable and high speed "Z-Skew" product development. The truck and trailer operations have incurred R&D expense in new products which will be available for sale in Spring of 1997.
The Company employs approximately 6,900 persons on a full-time basis.
The businesses of the construction materials and transportation products industry segments are generally not seasonal in nature. Within the general industry segment, distribution of lawn and garden products generally reach peak sales volume during the first two quarters of the year. The businesses of all three segments are affected by the state of the general economy.
In 1996, the Company completed five acquisitions. In February, the Company acquired the manufacturing assets and fleece back sheeting technology of Insulfoam, Inc. In March, the Company acquired Intero, Inc. and Unique Wheel, Inc., leading manufacturers of steel and aluminum wheels and rims sold to OEM trailer customers and the auto aftermarket. In August, the acquisition of Scherping Systems, Inc. and Scherping Controls, Inc., leading suppliers of cheese processing systems and equipment for the dairy industry, was completed. In September, the Company acquired Hartstone, Inc., a designer and manufacturer of ceramic tableware, cookware and decorative kitchenware. In October, the Company completed the acquisition of the Engineered Plastics Division of Johnson Controls, Inc. EPD's products include precision-molded engine components and blow-molded bumper beams that are supplied to major automakers in North America. These acquisitions will add principally to the Company's transportation products and general industry segments.
In each industry segment, the Company's compliance with Federal, State and local provisions which have been enacted or adopted regulating the discharge of materials into the environment or otherwise relating to the protection of the environment is not anticipated to have a material effect upon the capital expenditures, earnings or the financial and competitive position of the Company or its divisions and subsidiaries.
Information on the Company's revenues, operating profit or loss and identifiable assets by industry segments for the last three fiscal years, the nature and effect of the restatement of such information as a result of changes made in the way the Company's products or services are grouped into industry segments and the principal products in each segment is as follows:
(In thousands) 1996 1995 1994 ------- ------- -------
Sales to Unaffiliated Customers(1) Construction Materials 325,165 308,327 288,533 Transportation Products 371,517 278,867 200,213 General Industry 320,813 235,340 203,904
Operating Profit or Loss Construction Materials 43,582 36,676 35,066 Transportation Products 27,495 20,241 13,497 General Industry 40,260 29,627 21,391 Interest, net ( 8,396) ( 4,055) ( 1,670) Corporate(2) (10,901) ( 9,631) ( 9,493)
Identifiable Assets Construction Materials 183,836 169,476 155,383 Transportation Products 309,125 210,700 122,031 General Industry 225,282 143,606 105,482 Corporate(3) 28,592 18,641 102,387
(1) Intersegment sales or transfers are not material.
(2) Includes general corporate and idle property expenses.
(3) Consists primarily of cash and cash equivalents, facilities, and other invested assets.
ITEM 2.

ITEM 2. PROPERTIES
The following table sets forth certain information with respect to the principal properties and plants of the Company as of December 31, 1996:
* Lease provides for renewal
Total plant space of 6,217,751 sq. ft. is used for
OWNED LEASED TOTAL ----- ------ -----
Office 381,983 124,172 506,155 Manufacturing 3,177,770 675,007 3,852,777 Warehousing 1,373,153 485,666 1,858,819 --------- ------- --------- 4,932,906 1,284,845 6,217,751 ========= ========= =========
As of December 31, 1996, the Company owned an additional facility. It is related to a wire and cable business sold in early 1988 and totals 120,000 square feet. The facility is being held for sale. An additional 490,080 sq. ft. is leased by the Company, under various agreements, principally for warehousing and distribution. All of the manufacturing and most of the office and warehousing space is of masonry and steel construction and most are equipped with automatic sprinkler systems. Approximately one-third of the owned office, manufacturing and warehousing space has been constructed within the last twenty years; the remaining buildings are from twenty to seventy years old and have been maintained in good condition.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
In connection with its 1995 acquisition of Trail King Industries, Inc., the Company knowingly assumed the liabilities of the former Trail King relating to the case UNITED STATES OF AMERICA V. TRAIL KING INDUSTRIES, INC., Case No. 94-4238, filed October 20, 1994 in the United States District Court, District of South Dakota (the "EPA Litigation"). The case involves allegations by the Environmental Protection Agency ("EPA") that the former Trail King violated certain reporting requirements of the Clean Water Act. The Company has taken appropriate remedial action and believes that Trail King is now operating in full compliance with the Clean Water Act and the regulations thereunder. On March 5, 1997, the Company and the EPA entered into a Consent Decree. Pursuant to the Consent Decree and without admitting liability, the Company has agreed to pay to the United States $400,000 in full settlement of the EPA Litigation.
Except as described in the preceding paragraph, as of December 31, 1996, other than ordinary routine litigation incidental to the business, which is being handled in the ordinary course of business, neither the Company nor any of its subsidiaries is a party to, nor are any of their properties subject to any material pending legal proceedings, nor are any such proceedings known to be contemplated by governmental authorities.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On October 4, 1996, the Company's Board of Directors declared a two-for-one stock split of the Company's common stock. The stock split was conditioned upon obtaining shareholder approval of an amendment to the Company's Restated Certificate of Incorporation increasing the number of shares of common stock authorized for issuance from 25,000,000 to 50,000,000. At a special meeting of the Company's shareholders held December 20, 1996, the shareholders approved the amendment thereby effecting the two-for-one stock split as follows:
FOR AGAINST ABSTAIN --- ------- ------- Proposal to amend the 24,626,467 25,563 246,102 Company's Restated Certificate of Incorporation
PART II
ITEM 5.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.
The Company's common stock is traded on the New York Stock Exchange. As of December 31, 1996, there were 2,145 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 1996 and 1995 were as follows:
FIRST SECOND THIRD FOURTH ----- ------ ----- ------ 1996(1) - ---- Dividends per share $.1100 $.1100 $.1225 $.1225
Stock Price High $22 9/16 $28 3/16 $28 1/16 $30 1/2 Low $19 1/16 $21 5/8 $24 1/4 $26 7/8
1995(1) - ---- Dividends per share $ .10 $ .10 $ .11 $ .11
Stock Price High $18 1/2 $20 3/16 $21 3/16 $21 13/16 Low $17 1/4 $18 3/16 $19 1/4 $19 15/16
(1) All amounts have been restated to reflect the two-for-one stock split completed on January 15, 1997.
ITEM 6.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Carlisle Companies Incorporated sales increased 24% in 1996 to $1.02 billion, up $195.0 million from $822.5 million in 1995. Net earnings of $55.7 million, or $1.80 per share, were up 26% from $44.1 million, or $1.41 a share, in 1995. Each of the Company's three operating segments reported significant increases in both sales and earnings from improvements in ongoing operations augmented by acquisitions made during the year.
The Company completed five acquisitions in 1996. In February, Carlisle purchased the assets of Insul-foam, Inc., enhancing its position in the non-residential roofing market. In March, the Company purchased Intero, Inc. and Unique Stamping, Inc., manufacturers of steel and aluminum rims for trailer wheel manufacturers and wheels for the automotive aftermarket. These companies are integral to Carlisle's strategy of providing specialty tire and wheel assemblies to original equipment markets. In August, Carlisle completed the acquisition of
Scherping Systems, Inc. and Scherping Controls, Inc., a leading supplier of cheese processing equipment for the dairy industry, extending Carlisle's Walker Stainless steel processing equipment capabilities. In September, Carlisle acquired Hartstone, Inc., a designer and manufacturer of ceramic tableware, cookware and decorative kitchenware, adding new products to the Company's foodservice business. In October, Carlisle completed its acquisition of The Engineered Plastics Division of Johnson Controls, Inc., a supplier of precision-molded automotive components and blow-molded bumper beams that are sold to major automakers in North America. This acquisition has been consolidated with Carlisle's Geauga Company to form Carlisle Engineered Products, expanding Carlisle's technical and manufacturing capabilities as a supplier to the transportation equipment industry.
In 1995, the Company completed four acquisitions, adding principally to the transportation products segment. The Company acquired the assets of Thunderline Corporation, a producer of rubber parts for the automotive industry. In June of 1995, the Company completed the acquisition of Trail King Industries, Inc., the leading manufacturer of specialized low bed trailers used in the transportation of construction equipment and in other commercial applications. In September 1995, Trail King finalized the complementary acquisition of Ti-Brook, Inc. a designer, manufacturer and distributor of specialized dump bodies and trailers. In October, the Company acquired Walker Stainless Equipment Company, a leading supplier of transportation trailers for liquid food products, as well as a designer and manufacturer of in-plant processing equipment for the food, pharmaceutical and chemical industries.
SALES increased 24%, or $195.0 million in 1996 to $1.02 billion from $822.5 million in 1995. Sales in 1995 increased 19%, or $129.8 million, from 1994 sales of $692.7 million. Acquisitions made in 1996 accounted for 42%, or $81.2 million, of the 1996 sales increase. The remaining increase in sales resulted from a full-year's sales of acquisitions made in 1995, as well as growth in the Company's existing operations. The acquisitions made in 1995 account for approximately 40% of the 1995 sales increase, with the remaining due to increases in continuing operations.
NET EARNINGS increased 26% to $55.7 million, or $1.80 a share, in 1996. This compares to total net earnings of $44.1 million, or $1.41 a share, in 1995 and $35.6 million, or $1.15 a share in 1994.
CONSTRUCTION MATERIALS segment sales increased 6% in 1996 to $325.2 million compared to $308.3 million in 1995, and increased 7% in 1995, compared to $288.6 million in 1994. Increases in domestic shipments of roofing membranes of 7% and 5% in 1996 and 1995, respectively, contributed to these results. The 1995 sales include $10.7 million from the West Coast portion of Carlisle's metal roofing business, which was divested in 1996 because of unsatisfactory results. The Company expects to sell the remaining assets of this business in 1997. Segment earnings in 1996 increased to $43.6 million, or 19% over 1995 results because of
a favorable product mix and effective cost control. The earnings in 1995 increased 5% to $36.7 million due to effective cost control and productivity improvements offset by pricing pressures as a result from raw material cost increases and a less favorable product mix.
TRANSPORTATION PRODUCTS segment sales were $371.5 million in 1996, an increase of 33%, or $92.6 million, over 1995. The 1995 segment net sales of $278.9 million was an increase of 39%, or $78.7 million, over the 1994 sales of $200.2 million. While acquisitions accounted for 36%, or $32.9 million, and 66%, or $52.0 million, of the growth in 1996 and 1995, respectively, all operations in this segment recorded sales gains. Segment earnings improved 34%, or $7.3 million, in 1996, and 50%, or $6.7 million, in 1995. Earnings in the custom-molded plastics and rubber operations increased 23% in 1996 and 12% in 1995 on the strength of the new product introductions and the additional capacity brought by acquisitions. Results in the heavy duty friction operations were strengthened in 1996 with the success of its Altec re-manufactured brake shoe operation, which provides a finished product to the aftermarket. Offsetting this improvement in the aftermarket were significant declines in sales to truck and trailer manufacturers because of reduced build levels. Heavy duty friction product sales were down slightly in 1995, compared to a very strong 1994, as a result of the slowing truck and trailer manufacturers' build levels in the second half of 1995 and flat sales in the aftermarket. Brake products experienced solid sales growth in 1996 as a result of continued penetration in international markets and new product offerings. Earnings from friction and brake products improved 19% in 1996 and 25% in 1995 due to increased margins from sales in the replacement market and productivity improvements, which were offset in 1995 by the impact of closing the Brazilian operations. The specialized truck and trailer operations, acquired in the third and fourth quarter of 1995, experienced shortfalls in the market for commercial trailers and dump trailers, resulting in a slight decline in 1996 sales, compared to 1995's full year sales. Sales of aircraft wire increased 63% in 1996 and 15% in 1995, because of increases in the production of commercial aircraft. Earnings from this operation out paced sales through improved manufacturing productivity. The Company's refrigerated container leasing joint venture continued to grow in sales and earnings from increased market penetration in both 1996 and 1995, offsetting losses in its container manufacturing operations.
GENERAL INDUSTRY segment sales were $320.8 million in 1996, an increase of 36%, or $85.5 million, over 1995. Acquisitions made in 1996 account for $48.3 million, or 56%, of this increase. Sales of $235.3 million in 1995, which represents an increase of 15%, or $31.4 million over 1994, were unfavorably impacted by $6.7 million as a result of divestitures in 1994. Segment earnings were $40.3 million in 1996, an increase of 36% or $10.7 million, over 1995, and $29.6 million in 1995, a gain of 39% or $8.2 million, over 1994. Sales in the Company's specialty tire and wheel operation increased 36% in 1996 and 8% in 1995 not only because of the 1996 acquisition of Intero/Unique, but also because of continued market
share gains in lawn and garden, trailer and golf car markets. The specialty tire and wheel 1996 sales gains were offset by softening in the lawn and garden original equipment markets, as several major customers reduced production schedules to balance excess inventories. Earnings from ongoing operations were strengthened by improved manufacturing productivity. Despite weakened markets in 1996, sales in the foodservice operations increased 3% in 1996 and 28% in 1995 as a result of increased market penetration, expanded product offerings, international sales and acquisitions. Earnings in the foodservice operations increased by 20% in 1996 and 27% in 1995 primarily because of improvements in productivity, offset in 1995 by a small decline in gross margins. The acquisition of Walker Stainless Equipment in 1995 and Scherping Systems in 1996 contributed to the sales and earnings from the manufacturing of in-plant processing equipment.
GROSS MARGINS as a percent of sales were 23.4% in 1996, 24.0% in 1995 and 25.5% in 1994. This decline reflects not only depressed selling prices, plus the first year start-up costs in 1995, in the Company's container manufacturing operation, but also lower gross margins in acquired companies, which are offset by corresponding lower SG&A cost structures. Operations across all segments, however, maintained consistent margins, with higher production volumes allowing manufacturing expenses to be absorbed effectively.
SELLING AND ADMINISTRATIVE expenses, as a percent of sales, declined from 14.9% in 1994 to 13.3% in 1995 and 12.6% in 1996, reflecting disciplined cost control activities applied against increased sales throughout all operations. Expense levels in the construction materials segment were reduced approximately $1.9 million compared to prior year, primarily because of the divestiture of the engineering metals operation on the West Coast in early 1996.
RESEARCH AND DEVELOPMENT expenses decreased to $11.9 million in 1996, compared to $12.3 million in 1995, consistent with $11.9 million in 1994. Heavy duty friction operations completed its new technology center in Charlottesville, Virginia. The increase in R&D expenditures for high performance wire resulted from purchases of materials for microwave coaxial cable and high speed "Z-Skew" product development. The truck and trailer operations have incurred R&D expense in new products which will be available for sale in Spring of 1997.
INTEREST EXPENSE was $9.1 million in 1996, $6.1 million in 1995 and $4.6 million in 1994. The increase in interest expense was attributable primarily to the Company's increased levels of debt.
INCOME TAXES were computed for financial statement purposes at 39.5% in 1996, the same rate used in 1995 and 1994. An analysis of income taxes for each year is presented in the Notes to Consolidated Financial Statements.
ORDER BACKLOG was $200.8 million at December 31, 1996, and $160.7 million at December 31, 1995, and $103.9 million at December 31, 1994. Although 19% of the increase from December 31, 1995 was related to operations acquired in 1996, stronger backlog positions were evident throughout all major operations within the Company.
ACCOUNTS RECEIVABLE were $158.5 million at year-end 1996 and $126.6 million at the end of 1995. The acquisitions made in 1996 accounted for $28.4 million, or 89%, of the 1996 increase and $12.9 million or 47%, of the 1995 increase. The growth in sales revenue at each of the Company's major operations was the remaining factor contributing to the higher receivables balance. An aggressive effort is consistently made to manage receivables across the Company. The average days' sales in the average accounts receivables outstanding declined to 55 days in 1996 from 56 days in 1995 and 60 days in 1994.
INVENTORIES valued primarily by the last-in, first-out (LIFO) method, were $137.1 million at December 31, 1996, compared to $121.7 million at December 31, 1995. Of the increase in inventories, $14.1 million is attributable to acquisitions made in 1996. The remainder of the increase reflects strong demand and backlog, as well as the operation's normal seasonal buildup.
WORKING CAPITAL was $175.3 million at December 31, 1996 and $153.7 million at December 31, 1995. The $21.6 million increase resulted principally from acquisitions made in 1996.
CAPITAL EXPENDITURES totaled $35.0 million in 1996, compared to $37.5 million in 1995. Significant projects in 1996 included a pressure-sensitive tape line for construction materials; presses, tire building machines and other related equipment for the specialty tire and wheels operation in Trinidad; and new cable wrapping equipment. In 1995, the major components of capital spending were the purchase of a state-of-the-art rubber mixing system for the construction materials segment; the purchase of additional molds and assets to expand specialty tires and wheels operations; and the expansion of molding production capabilities at custom plastics and rubber operations.
CASH FLOWS provided by operating activities were $86.0 million in 1996 compared, to $55.7 million in 1995 and $72.6 million in 1994. Investing activities, primarily company acquisitions and capital expenditures, increased in 1996 to $165.4 million from $100.7 million in 1995 and $38.8 million in 1994. The Company utilized $124.4 million of its revolving credit facilities in 1996 to finance its acquisitions. The Company also purchased $14.2 million of treasury stock and paid out $14.1 million in dividends in 1996. In addition, 147,600 shares of treasury stock were issued as part of the acquisition of Hartstone, Inc. In 1995, the Company purchased $9.4 million of stock for treasury and paid out $12.9 million in dividends. In 1994, the Company obtained $8.0 million in long-term financing, purchased $10.9 million of treasury stock and paid
out $11.6 million in dividends. In addition, $11.0 million of treasury stock was issued for the acquisition of the Sparta Brush Company.
In April 1996, the Company secured a $100 million revolving credit facility, which was subsequently increased to $150 million. The Company's primary liquidity and capital sources are its operations, revolving credit facility and long-term borrowings. The Company continues to have substantial borrowing capacity and financial flexibility. Carlisle issued ten year bonds for $150 million at the end of January 1997. The net proceeds from these bonds were used to repay amounts outstanding under the revolving credit facility, $115 million at December 31, 1996, and other short term debt. The remaining net proceeds from this offering will be used for general corporate purposes.
The Company recognizes the importance of its responsibilities toward matters of environmental concern. Programs are in place to monitor and test facilities and surrounding environments, as well as to recycle materials where practical. The Company has not incurred any material charges relating to environmental matters in 1996 or prior years, and none are anticipated in the foreseeable future.
THE 1997 OUTLOOK is favorable. With the successful integration of the various businesses acquired in 1995 and 1996, and the growth of our existing core businesses, 1997 should be another strong year for Carlisle.
With the introduction of new products and continued growth in industrial construction, reflecting the overall level of domestic economic activity, as well as the repair and replacement of existing commercial roofs, the Construction Materials segment should produce solid results in 1997.
Continued growth in the Transportation segment is expected in 1997. With stable demand for automobiles and a broadened customer base, growth in engineered plastic and rubber components should continue in 1997. While some further decline in the manufacturing of Class 8 trucks is expected, stable sales and earnings are anticipated from heavy duty friction and brake products as a result of aftermarket demand and new product development. The ongoing integration of the manufacturing of steel deck trailer and dump bodies, offsetting a decline in the dairy tanker market, should result in strong performances in the specialty trailer businesses. Strong backlogs in high performance aircraft wire and continued market growth should result in another strong year. With the productivity gains and increased customer base developed in 1996, the results from the manufacturing of refrigerated containers should improve, provided that market conditions improve. The existing lease rate plus market growth should result in growth in earnings from the Company's refrigerated container leasing joint venture.
Solid results are expected in the General Industry segment from Carlisle's leading position in specialty tires and wheels. Additional product offerings and market development in foodservice operations, along with strong demand for stainless steel in-plant processing equipment, will also strengthen the growth in General Industry.
Our future is promising. Our confidence is based on a sound backlog, a leading position in many niche markets, growing international activities, available financial resources, and talented and dedicated employees. We expect to continue to progress toward our long-term goals for growth in sales and earnings.
ITEM 8.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10.

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 of December 31, 1996, 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 54 Chief Executive Officer September, 1988 since September, 1988, to date and Chairman of the Board since January, 1994, and President from September, 1988 to February, 1995, of the Company.
Dennis J. Hall 55 President, since February, August, 1989 1995, and Executive Vice to date President, Treasurer and Chief Financial Officer, from August, 1989 to February, 1995, of the Company.
Robert J. Ryan, Jr. 52 Vice President, Treasurer January, 1996 and Chief Financial to date Officer of the Company.
John W. Altmeyer 38 Vice President, Corporate August, 1989 Development of the to date Company.
Steven J. Ford 37 Vice President, Secretary and July, 1995 General Counsel, of the Company to date since July, 1995. Previously an associate with Bond, Schoeneck & King, Syracuse, NY.
Scott A. Kingsley(1) 32 Vice President, Controller April, 1996 to of the Company. December, 1996
(1) Mr. Kingsley currently serves the Company as chief financial officer of Carlisle Engineered Products, a wholly-owned subsidiary.
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 6, 1997.
ITEM 11.

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 6, 1997.
ITEM 12.

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 6, 1997.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
Financial statements required by Item 8 are as follows:
Consolidated Statement of Earnings, years ended December 31, 1996, 1995 and 1994 Consolidated Statement of Shareholders' Equity, years ended December 31, 1996, 1995 and 1994 Consolidated Balance Sheet, December 31, 1996 and 1995 Consolidated Statement of Cash Flows, years ended December 31, 1996, 1995 and 1994 Notes to Consolidated Financial Statements
Financial statement supplementary notes applicable to the filing of this report are as follows: Page 1. Other current liabilities 38
All other schedules are omitted because the required information is inapplicable or the information is presented in the financial statements or related notes.
Exhibits applicable to the filing of this report are as follows:
(3) By-laws of the Company.* (3.1) Restated Certificate of Incorporation as amended April 22, 1991.**** (3.2) Certificate of Amendment of the Restated Certificate of Incorporation dated December 20, 1996. (4) Shareholders' Rights Agreement, February 8, 1989.* (4.1) Amendment to Shareholders' Rights Agreement, dated August 7, 1996.***** (10.1) Executive Incentive Program.** (10.2) Representative copy of Executive Severance Agreement, dated December 19, 1990, between the Company and certain individuals, including the five most highly compensated executive officers of the Company.*** (10.3) Summary Plan Description of Carlisle Companies Incorporated Director Retirement Program, effective November 6, 1991.*** (12) Ratio of Earnings to Fixed Charges. (21) Subsidiaries of the Registrant. (23) Consent of Independent Public Accountants. (27) Financial Data Schedule as of December 31, 1996 and for the twelve months ended December 31 1996.
* 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.
** Filed with the Company's definitive proxy statement dated March 9, 1994 and incorporated herein by reference.
*** 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.
**** 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.
***** Filed as an Exhibit to Form 8-A/A filed on August 9, 1996 and incorporated herein by reference.
On October 17, 1996, the Company filed with the Commission a Current Report on Form 8-K dated October 4, 1996 describing the Company's acquisition of substantially all of the assets of the Engineered Plastics Division ("EPD") of Hoover Universal, Inc., a wholly-owned subsidiary of Johnson Controls, Inc. for $80,000,000 in cash plus the assumption of
certain liabilities totaling approximately $26.5 million. The assets acquired primarily included certain facilities and equipment used in the manufacture of injection-molded and blow-molded plastic parts for the automotive industry and related automotive tooling, as well as substantially all of the inventory and accounts and notes receivable of EPD. On December 9, 1996, the Company filed with the Commission an Amendment to Form 8-K on Form 8-K/A describing the change to Rule 3-05 of Regulation S-X removing the requirement to provide audited financial statements and pro forma financial information.
The Company will furnish to the Commission upon request its long-term debt instruments not listed in this Item.
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/ Dennis J. Hall
By: Dennis J. Hall, President and a Director
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/ Stephen P. Munn /s/ Peter F. Krogh
Stephen P. Munn, Chairman Peter F. Krogh, Director Chief Executive Officer and a Director (Principal Executive Officer) /s/ Donald G. Calder
/s/ Robert J. Ryan Donald G. Calder, Director
Robert J. Ryan, Vice President, Treasurer /s/ Paul J. Choquette, Jr. and Chief Financial Officer (Principal Financial Officer) Paul J. Choquette, Jr., Director /s/ Scott A. Kingsley /s/ Henry J. Forrest Scott A. Kingsley Controller Henry J. Forrest, Director (Principal Accounting Officer)
March 7, 1997
CARLISLE COMPANIES INCORPORATED AND SUBSIDIARIES SUPPLEMENTARY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996
Note 1. OTHER CURRENT LIABILITIES - Other current liabilities at December 31 consist of the following:
(000's) 1996 1995 ---- ----
Employee compensation and benefits $25,304 $21,044 Product warranties 28,371 27,675 Insurance 9,888 7,727 Other accrued expenses 32,746 26,595 ------- ------- $96,309 $83,041 ======= =======
CARLISLE COMPANIES INCORPORATED COMMISSION FILE NUMBER 1-9278 FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 1996
EXHIBIT LIST
(3.2) Certificate of Amendment of the Restated Certificate of Incorporation, dated December 20, 1996
(12) Ratio of Earnings to Fixed Charges
(21) Subsidiaries of the Registrant
(23) Consent of Independent Public Accountants
(27) Financial Data Schedule as of December 31, 1996 and for the twelve months ended December 31, 1996