SEC Company Response from CARLISLE COMPANIES (CSL) — Jul 17, 2018
CARLISLE COMPANIES INC
Date: July 17, 2018 · CIK: 0000790051 · Accession: 0000790051-18-000124
AI Filing Summary & Sentiment
Referenced dates: June 19, 2017
Letter
VIA EDGAR Office of Manufacturing and Construction Re: Carlisle Companies Incorporated Form 10-K for the year ended December 31, 2017 Filed February 16, 2018 File No. 1-9278
Dear Ms. Rocha:
On behalf of Carlisle Companies Incorporated (the “Company”), we have the following responses to the comments in your comment letter dated June 19, 2017 related to the Company’s Form 10-K for the year ended December 31, 2017 filed by the Company on February 16, 2018 and the Form 10-Q for the period ended March 31, 2018 filed by the Company on April 27, 2018 (Commission File No. 1-9278).
For your convenience, we have included the comments of the staff of the Securities and Exchange Commission (the “Staff”) below in bold with the Company’s corresponding responses following each bold comment. All terms not defined in our responses have the meanings ascribed to those terms in the related filings.
Form 10-K for the year ended December 31, 2017
Management’s Discussion and Analysis, page 14
Acquisitions, page 14
1.
We note the divestiture of CFS was announced on February 1, 2018, was completed on March 20, 2018 and was accounted for as a discontinued operation as of March 31, 2018. Please tell us how you determined it was not appropriate to classify the CFS assets and liabilities as held for sale in accordance with ASC 205-20-45-1E.
Management Response:
At December 31, 2017, the CFS assets and liabilities were not classified as held for sale, as all of the criteria in ASC 205-20-45-1E were not met. Specifically, the criterion in ASC 205-20-45-1E(a), "management, having the authority to approve the action, commits to a plan to sell the entity to be sold," and ASC-205-20-45-1E(d), "the sale of the entity to be sold is probable, and transfer of the entity to be sold is expected to qualify for recognition as a completed sale, within one year," were not met as this transaction to sell CFS required the approval of the Board of Directors. The Board of Directors approved the Company to enter into a definitive agreement to sell CFS on January 30, 2018, therefore the Company had not committed to a plan to sell, nor was the sale probable within one year, prior to that date.
Form 10-Q for the period ended March 31, 2018
Controls and Procedures, page 34
2.
We note your statement "With exception of the adoption of the new accounting standard and integration activities described above, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting." Please revise your disclosure to make an unqualified statement that, if true, there were no changes in your internal control over financial reporting during
the last fiscal quarter that has materially affected, or are reasonably likely to materially affect, your internal control over financial reporting.
Management Response:
In future filings, beginning with the Company’s Form 10-Q for the period ending June 30, 2018, the Company will revise its disclosure for Controls and Procedures in a manner similar to the following:
During the first and second quarters of 2018, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Please do not hesitate to call me at (480) 781-5056 with any questions regarding the foregoing.
Sincerely,
/s/ Robert M. Roche
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CORRESP 1 filename1.htm Document July 18, 2018 VIA EDGAR Melissa N. Rocha Senior Assistant Chief Accountant Office of Manufacturing and Construction U.S. Securities and Exchange Commission 100 F Street, N.E., Mail Stop 4631 Washington, D.C. 20549 Re: Carlisle Companies Incorporated Form 10-K for the year ended December 31, 2017 Filed February 16, 2018 File No. 1-9278 Dear Ms. Rocha: On behalf of Carlisle Companies Incorporated (the “Company”), we have the following responses to the comments in your comment letter dated June 19, 2017 related to the Company’s Form 10-K for the year ended December 31, 2017 filed by the Company on February 16, 2018 and the Form 10-Q for the period ended March 31, 2018 filed by the Company on April 27, 2018 (Commission File No. 1-9278). For your convenience, we have included the comments of the staff of the Securities and Exchange Commission (the “Staff”) below in bold with the Company’s corresponding responses following each bold comment. All terms not defined in our responses have the meanings ascribed to those terms in the related filings. Form 10-K for the year ended December 31, 2017 Management’s Discussion and Analysis, page 14 Acquisitions, page 14 1. We note the divestiture of CFS was announced on February 1, 2018, was completed on March 20, 2018 and was accounted for as a discontinued operation as of March 31, 2018. Please tell us how you determined it was not appropriate to classify the CFS assets and liabilities as held for sale in accordance with ASC 205-20-45-1E. Management Response: At December 31, 2017, the CFS assets and liabilities were not classified as held for sale, as all of the criteria in ASC 205-20-45-1E were not met. Specifically, the criterion in ASC 205-20-45-1E(a), "management, having the authority to approve the action, commits to a plan to sell the entity to be sold," and ASC-205-20-45-1E(d), "the sale of the entity to be sold is probable, and transfer of the entity to be sold is expected to qualify for recognition as a completed sale, within one year," were not met as this transaction to sell CFS required the approval of the Board of Directors. The Board of Directors approved the Company to enter into a definitive agreement to sell CFS on January 30, 2018, therefore the Company had not committed to a plan to sell, nor was the sale probable within one year, prior to that date. Form 10-Q for the period ended March 31, 2018 Controls and Procedures, page 34 2. We note your statement "With exception of the adoption of the new accounting standard and integration activities described above, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting." Please revise your disclosure to make an unqualified statement that, if true, there were no changes in your internal control over financial reporting during the last fiscal quarter that has materially affected, or are reasonably likely to materially affect, your internal control over financial reporting. Management Response: In future filings, beginning with the Company’s Form 10-Q for the period ending June 30, 2018, the Company will revise its disclosure for Controls and Procedures in a manner similar to the following: During the first and second quarters of 2018, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Please do not hesitate to call me at (480) 781-5056 with any questions regarding the foregoing. Sincerely, /s/ Robert M. Roche Robert M. Roche Vice President and Chief Financial Officer