Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________

FORM 8-K

_____________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

_____________________________________________________

Date of Report (Date of earliest event reported): July 19, 2024

www.carlisle.com

CARLISLE COMPANIES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

001-09278

31-1168055

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

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

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

(Address of principal executive offices, including zip code)

480-781-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common stock, $1 par value

CSL

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

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

Item 2.02. Results of Operations and Financial Condition.

On July 24, 2024, Carlisle Companies Incorporated (the “Company”) issued a press release regarding the Company’s financial results for the second quarter ended June 30, 2024. A copy of the Company’s press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information contained in this Current Report on Form 8-K, including Exhibit 99.2, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 19, 2024, Carlisle Companies Incorporated (the “Company”) appointed Andrew C. Easton Vice President & Chief Accounting Officer and principal accounting officer, succeeding Stephen P. Aldrich in those roles. Mr. Aldrich was appointed Senior Vice President, Finance for Carlisle Construction Materials, LLC. Both appointments are effective August 1, 2024.

Mr. Easton, age 38, joined Carlisle in 2018 as Director of Internal Audit and was promoted to Vice President of Internal Audit in 2022. Prior to joining Carlisle, Mr. Easton was Audit Senior Manager of Data Analytics at Brighthouse Financial. Mr. Easton began his career at Deloitte and spent nine years in its Assurance and Advisory practices. Mr. Easton graduated from Miami University with a B.S in Accounting and Decision Sciences, and is a Certified Public Accountant and Certified Internal Auditor.

In connection with his appointment as principal accounting officer, Mr. Easton will be entitled to participate in the Company’s employee benefit plans from time to time in effect and available to executive officers. Mr. Easton will also enter into the Company’s executive severance agreement, providing for benefits in the event of a “change of control,” defined generally as an acquisition by any third party of 20% or more of the outstanding voting shares of the Company or a change in the majority of the Board of Directors. In the event Mr. Easton’s employment is terminated within three years of a “change of control,” he would be entitled to three years compensation, including bonus, vesting of equity compensation, retirement benefits equal to the benefits he would have received had he completed three additional years of employment with the Company and continuation of all life, accident, health, savings and other fringe benefits, all in accordance with and subject to the terms of the Company’s executive severance agreement.

The foregoing description of the executive severance agreement is qualified in its entirety by reference to the full text of such agreement. A copy of the form of executive severance agreement is filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

There are no arrangements or understandings between Mr. Easton and any other person pursuant to which he was appointed as principal accounting officer, nor are there any transactions involving the Company and Mr. Easton that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Exhibit Title

99.1						Press release of Carlisle Companies Incorporated dated July 19, 2024.
99.2						Press release of Carlisle Companies Incorporated dated July 24, 2024.
104						Cover page interactive data file (embedded within the inline XBRL document).

SIGNATURE

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


		CARLISLE COMPANIES INCORPORATED

Date:	July 24, 2024	By:	/s/ Kevin P. Zdimal
			Kevin P. Zdimal
			Vice President and Chief Financial Officer

Exhibit 99.1


PRESS RELEASE

7/19/24

Carlisle Companies Announces Finance Leadership Changes

SCOTTSDALE, ARIZONA, July 19, 2024 - Carlisle Companies Incorporated (NYSE:CSL) today announced the following leadership changes, effective August 1, 2024, to continue to strengthen and enhance the global finance organization, leveraging and building on a team with deep experience and a track record of success:

•John Calogero assuming the role of Senior Vice President – Special Projects for Carlisle Construction Materials (“CCM”)

•Stephen Aldrich elevated to CFO for CCM

•Andrew Easton named Vice President and Chief Accounting Officer

•Cory Walter promoted to Vice President of Internal Audit

As part of the changes, John will build on his 27 years of Carlisle experience to continue his career progression within CCM. In his new role, John will leverage his mentoring and coaching skills across CCM and will drive execution on critical projects and initiatives.

Steve joined Carlisle in 2012 and has held numerous financial leadership roles, including Director of Financial Reporting, Vice President of Finance for Carlisle Fluid Technologies, Vice President of Internal Audit, Vice President of FP&A, and most recently, Vice President and Chief Accounting Officer. Prior to joining Carlisle, Steve was an audit manager with Deloitte. Steve holds a Master of Science in Accountancy from Wake Forest University, an A.B. in History from Davidson College, and is a Certified Public Accountant.

Andy joined Carlisle in 2018 as Director of Internal Audit and was promoted to Vice President of Internal Audit in 2022. Andy has been instrumental in transforming Internal Audit into a business partner focused on risk mitigation, identifying opportunities for value creation, and developing operational finance talent for Carlisle. Prior to joining Carlisle, Andy was Audit Senior Manager of Data Analytics at Brighthouse Financial. Andy began his career at Deloitte and spent nine years in its Assurance and Advisory practices. Andy graduated from Miami University with a B.S. in Accounting and Decision Sciences and is a Certified Public Accountant and Certified Internal Auditor.

Cory joined Carlisle in 2017 as Manager of Financial Reporting. Cory was promoted to Director of Financial Reporting and Technical Accounting in 2021, and has been responsible for SEC reporting, technical accounting, and internal controls compliance. Prior to Carlisle, Cory was an audit manager with KPMG. Cory graduated from the University of Iowa with a B.S. in Accounting and a B.S. in Finance. Cory is a Certified Public Accountant.

Kevin Zdimal, Vice President & Chief Financial Officer, said, “I am very pleased to announce these management changes within our finance organization. Carlisle continues to be committed to developing the highest level of finance talent, and it is exciting to see these dedicated Carlisle employees earn opportunities to grow within the Company.”

About Carlisle Companies Incorporated

Carlisle Companies Incorporated is a leading supplier of innovative building envelope products and solutions for more energy efficient buildings. Through its building products businesses – Carlisle Construction Materials (“CCM”) and Carlisle Weatherproofing Technologies (“CWT”) – and family of leading brands, Carlisle delivers innovative, labor-reducing and environmentally responsible products and solutions to customers through the Carlisle Experience. Carlisle is committed to generating superior shareholder returns and maintaining a balanced capital deployment approach, including investments in our businesses, strategic acquisitions, share repurchases and continued dividend increases. Leveraging

Exhibit 99.1

its culture of continuous improvement as embodied in the Carlisle Operating System (“COS”), Carlisle has committed to achieving net-zero greenhouse gas emissions by 2050.

Contact: Christian Nolte

Vice President, Communications

Carlisle Companies Incorporated

(813) 753-6520

cnolte@carlisle.com

Exhibit 99.2


PRESS RELEASE

7/24/24

Carlisle Companies Reports Second Quarter Results

SCOTTSDALE, ARIZONA, July 24, 2024 - Carlisle Companies Incorporated (NYSE:CSL) today announced its second quarter 2024 financial results.

•Diluted EPS of $5.94 and adj. EPS of $6.24, an increase of 33% on a year-over-year basis

◦Revenue of $1.5 billion, an increase of 11% year-over-year

◦Record operating margin of 26.0% and record adj. EBITDA margin of 28.8%

◦CCM and CWT delivered adj. EBITDA margins of 33.4% and 22.5%, respectively

•Completed the sale of CIT for $2.025 billion

•Acquired MTL for $410 million

•Repurchased 1.3 million shares for $550 million

•Raising 2024 outlook to ~ 12% revenue growth and ~ 150 bps margin expansion

Comments from Chris Koch, Chair, President and Chief Executive Officer

"In the second quarter, Carlisle hit a major milestone in our 106 year history as we completed the final step in becoming a pure-play building products company with the sale of our Carlisle Interconnect Technologies business to Amphenol Corporation. CIT was part of a multi-decade value creation story for Carlisle, and one of Carlisle’s oldest businesses, which began with the purchase of the Tensolite company in 1959. We thank all of the CIT employees, and especially CIT President John Berlin, for their outstanding accomplishments over the years.

“Our 'Pivot' to a pure-play building products company has laid the foundation for Vision 2030. Consistent with the Vision 2030 goal of delivering $40 of adjusted EPS, we delivered another strong quarter of sales and adjusted EBITDA performance, reflecting the continued strength of our business model and our focus on executing the Vision 2030 strategies. CCM and CWT both delivered superb performance, driven by pent-up re-roofing demand, continued price discipline, and operational efficiencies gained through the Carlisle Operating System (COS).

"CCM posted impressive 15% year-over-year sales growth and expanded adjusted EBITDA margin by 220 basis points, benefiting from the end of destocking of inventory in the channels, a productive start to the commercial construction season driving solid contractor backlogs, and robust re-roofing activity. CCM’s 33.4% adjusted EBITDA margin reflects the impact of the Carlisle Experience and excellent operating execution. CWT showcased its earnings resilience, delivering a 22.5% adjusted EBITDA margin on essentially flat year-over-year revenue, as integration synergies and COS implementation helped offset investments in growth initiatives.

“In addition to completing our pivot to a pure-play building products company with the sale of CIT for $2.025 billion, we continued to make progress on our Vision 2030 objectives during the second quarter. We completed the acquisition of MTL, establishing Carlisle as an industry leader in the $4 billion architectural metal category. Leveraging our Carlisle integration playbook, we are on track to exceed the $13 million of synergies we announced in May. We now expect to deliver $20 million of synergies from the MTL acquisition. This is another example of the effectiveness of Carlisle's integration playbook, which was also successfully used in the Henry acquisition where we delivered over $50 million of synergies, compared to the $30 million of synergies that we initially announced at the time of the acquisition.

“As we look ahead, we remain confident in the strength of our business and our ability to navigate complex market dynamics. Supported by the Carlisle Experience, our pricing to value philosophy, and COS initiatives, combined with the positive momentum in re-roofing demand, we are raising our full-year 2024 outlook to revenue growth of approximately 12% and approximately 150 basis points of adjusted EBITDA margin expansion. We remain excited about the future for Carlisle, motivated by our new Vision 2030, and confident in our ongoing efforts to drive sustainable value creation for all our stakeholders."

Second Quarter 2024 Financial Summary


	Three Months Ended June 30,								Six Months Ended June 30,
(in millions, except per share amounts)	2024			2023			Change %		2024			2023			Change %
Revenues	$	1,450.6		$	1,307.0		11.0	%	$	2,547.1		$	2,199.6		15.8	%

Operating income	377.5			308.6			22.3	%	602.7			429.3			40.4	%
Operating margin	26.0		%	23.6		%	240 bps		23.7		%	19.5		%	420 bps
Income from continuing operations	285.2			226.7			25.8	%	456.1			310.3			47.0	%
Adjusted EBITDA	417.6			347.4			20.2	%	683.1			516.0			32.4	%
Adjusted EBITDA margin	28.8		%	26.6		%	220 bps		26.8		%	23.5		%	330 bps
Diluted EPS	5.94			4.42			34.4	%	9.45			6.02			57.0	%
Adjusted diluted EPS	6.24			4.70			32.8	%	9.94			6.70			48.4	%

Second Quarter 2024 Segment Highlights

Carlisle Construction Materials ("CCM")

•Revenue of $1.1 billion, increased 15% (+13% organic) year-over-year, driven by the normalization of inventory in the channels, strong re-roofing activity from pent-up demand and the acquisition of MTL.

•Operating income was $347 million and adjusted EBITDA was $364 million, up 23% year-over-year, reflecting an adjusted EBITDA margin of 33.4%. The 220 basis point increase was driven by volume leverage on strong sales growth, favorable raw materials, and operating efficiencies through COS.

Carlisle Weatherproofing Technologies ("CWT")

•Revenue of $362 million, increased 0.6% (-0.6% organic) driven by higher volume and the benefit from the acquisition of Polar Industries mostly offset by lower pricing.

•Operating income was $59 million and adjusted EBITDA was $81 million, up 0.7% year-over-year reflecting an adjusted EBITDA margin of 22.5%. Volume leverage, integration synergies and COS execution, were partially offset by higher operating expenses tied to growth initiatives.

Cash Flow

Operating cash flow from continuing operations for the six months ended June 30, 2024, was $333 million, an increase of $61 million versus the prior year. Free cash flow from continuing operations was $288 million, an increase of $73 million versus the prior year (defined as cash provided by operating activities less capital expenditures and comprised of continuing operations). This increase was driven by higher income from continuing operations more than offsetting an increase in working capital uses, as a result of the increase in revenues.

During the six months ended June 30, 2024, we deployed $700 million toward share repurchases, including $550 million in the current quarter, and paid $82 million in cash dividends, including $40 million in the current quarter. As of June 30, 2024, we had 5.6 million shares available for repurchase under our share repurchase program with $1.7 billion of cash and cash equivalents and $1 billion of availability under our revolving credit facility.

2024 Outlook

•FY 2024 revenues to increase ~ 12%

◦CCM - FY 2024 revenues to increase ~ 15%

◦CWT - FY 2024 revenues to increase ~ 3%

•Adjusted EBITDA margin expanding ~ 150 bps

Conference Call and Webcast

Carlisle will discuss second quarter 2024 results on a conference call at 5:00 p.m. ET today. The call can be accessed via webcast, along with related materials, at www.carlisle.com/investors/events-and-presentations and via telephone as follows:

Domestic toll free: 800-549-8228

International: 646-564-2877

Conference ID: 87244

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally use words such as "expect," "foresee," "anticipate," "believe," "project," "should," "estimate," "will," "plans," "intends," "forecast," and similar expressions, and reflect our expectations concerning the future. Such statements are made based on known events and circumstances at the time of publication and, as such, are subject in the future to unforeseen risks and uncertainties. It is possible that our future performance may differ materially from current expectations expressed in these forward-looking statements, due to a variety of factors such as: increasing price and product/service competition by foreign and domestic competitors, including new entrants; technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; our mix of products/services; increases in raw material costs that cannot be recovered in product pricing; domestic and foreign governmental and public policy changes including environmental and industry regulations; the ability to meet our goals relating to our intended reduction of greenhouse gas emissions, including our net zero commitments; threats associated with and efforts to combat terrorism; protection and validity of patent and other intellectual property rights; the identification of strategic acquisition targets and our successful completion of any transaction and integration of our strategic acquisitions; our successful completion of strategic dispositions; the cyclical nature of our businesses; the impact of information technology, cybersecurity or data security breaches at our businesses or third parties; the outcome of pending and future litigation and governmental proceedings; the emergence or continuation of widespread health emergencies such as the COVID-19 pandemic, including, for example, expectations regarding their impact on our businesses, including on customer demand, supply chains and distribution systems, production, our ability to maintain appropriate labor levels, our ability to ship products to our customers, our future results, or our full-year financial outlook; and the other factors discussed in the reports we file with or furnish to the Securities and Exchange Commission from time to time. In addition, such statements could be affected by general industry and market conditions and growth rates, the condition of the financial and credit markets and general domestic and international economic conditions, including inflation and interest rate and currency exchange rate fluctuations. Further, any conflict in the international arena, including the Russian invasion of Ukraine and war in the Middle East, may adversely affect general market conditions and our future performance. Any forward-looking statement speaks only as of the date on which that statement is made, and we undertake no duty to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date on which that statement is made, unless otherwise required by law. New factors emerge from time to time and it is not possible for management to predict all of those factors, nor can it assess the impact of each of those factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

Non-GAAP Disclosure

Carlisle reports its financial results in accordance with the U.S. generally accepted accounting principles (GAAP). This press release also contains certain financial measures such as adjusted diluted EPS, adjusted EBITDA, adjusted EBITDA margin, organic revenue, return on invested capital (ROIC) and free cash flow that are not recognized under GAAP. Management believes that adjusted diluted EPS, adjusted EBITDA, adjusted EBITDA margin, organic revenue and ROIC are useful to investors because they allow for comparison to Carlisle’s and its segments' performance in prior periods without the effect of items that, by their nature, tend to obscure core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. Management also believes free cash flow is useful to investors as an additional way of viewing Carlisle's liquidity and provides a more complete understanding of factors and trends affecting Carlisle's cash flows. As a result, management believes that these measures enhance the ability of investors to analyze trends in Carlisle’s businesses and evaluate Carlisle’s performance relative to similarly-situated companies. Reconciliations of these measures to amounts reported in Carlisle's consolidated financial statements are in the supplemental schedules of this press release. These non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies. Carlisle is not providing reconciliations for forward-looking non-GAAP financial measures because Carlisle does not provide GAAP financial measures on a forward-looking basis as Carlisle is unable to predict with reasonable certainty the ultimate outcome of adjusted items with unreasonable effort. There items are uncertain, depend on various factors, and could be material to Carlisle's financial results computed in accordance with GAAP.

About Carlisle Companies Incorporated

Carlisle Companies Incorporated is a leading supplier of innovative building envelope products and solutions for more energy efficient buildings. Through its building products businesses – Carlisle Construction Materials ("CCM") and Carlisle Weatherproofing Technologies ("CWT") – and family of leading brands, Carlisle delivers innovative, labor-reducing and environmentally responsible products and solutions to customers through the Carlisle Experience. Carlisle is committed to generating superior shareholder returns and maintaining a balanced capital deployment approach, including investments in our businesses, strategic acquisitions, share repurchases and continued dividend increases. Leveraging its culture of continuous improvement as embodied in the Carlisle Operating System ("COS"), Carlisle has committed to achieving net-zero greenhouse gas emissions by 2050.


CONTACT:			Mehul Patel
			Vice President, Investor Relations
			(310) 592-9668
			mpatel@carlisle.com

* EPS referenced in this release is from continuing operations unless otherwise noted.

Carlisle Companies Incorporated

Unaudited Consolidated Statements of Income


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions, except per share amounts)	2024		2023		2024		2023
Revenues	$	1,450.6	$	1,307.0	$	2,547.1	$	2,199.6

Cost of goods sold	881.7		829.8		1,579.3		1,451.2
Selling and administrative expenses	189.3		163.7		356.1		305.9
Research and development expenses	9.3		6.7		18.5		13.5

Other operating income, net	(7.2)		(1.8)		(9.5)		(0.3)
Operating income	377.5		308.6		602.7		429.3
Interest expense, net	18.8		18.8		37.4		37.6

Interest income	(13.8)		(4.4)		(21.7)		(8.9)
Other non-operating income, net	(0.1)		(0.8)		(0.4)		(1.8)
Income from continuing operations before income taxes	372.6		295.0		587.4		402.4
Provision for income taxes	87.4		68.3		131.3		92.1
Income from continuing operations	285.2		226.7		456.1		310.3

Discontinued operations:
Income (loss) before income taxes	480.2		(44.2)		502.1		(23.0)
Provision for (benefit from) income taxes	53.0		(12.1)		53.5		(9.0)
Income (loss) from discontinued operations	427.2		(32.1)		448.6		(14.0)
Net income	$	712.4	$	194.6	$	904.7	$	296.3

Basic earnings per share attributable to common shares:
Income from continuing operations	$	6.02	$	4.46	$	9.58	$	6.08
Income (loss) from discontinued operations	9.01		(0.63)		9.42		(0.27)
Basic earnings per share	$	15.03	$	3.83	$	19.00	$	5.81

Diluted earnings per share attributable to common shares:
Income from continuing operations	$	5.94	$	4.42	$	9.45	$	6.02
Income (loss) from discontinued operations	8.90		(0.63)		9.30		(0.27)
Diluted earnings per share	$	14.84	$	3.79	$	18.75	$	5.75

Average shares outstanding:
Basic	47.3		50.7		47.5		50.9
Diluted	47.9		51.2		48.2		51.4

Dividends declared and paid per share	$	0.85	$	0.75	$	1.70	$	1.50

Carlisle Companies Incorporated

Unaudited Condensed Consolidated Statements of Cash Flows


	Six Months Ended June 30,
(in millions)	2024		2023

















Net cash provided by operating activities	$	346.9	$	370.7

Investing activities:
Proceeds from sale of discontinued operation, net of cash disposed	1,995.3		—
Acquisitions, net of cash acquired	(412.8)		—
Capital expenditures	(57.4)		(70.1)
Investment in securities	0.4		0.2
Other investing activities, net	1.1		14.0
Net cash provided by (used in) investing activities	1,526.6		(55.9)

Financing activities:


Borrowings from revolving credit facility	22.0		—
Repayments of revolving credit facility	(22.0)		—

Repurchases of common stock	(700.0)		(250.0)
Dividends paid	(81.7)		(77.2)
Proceeds from exercise of stock options	61.2		11.8
Withholding tax paid related to stock-based compensation	(17.5)		(10.0)
Other financing activities, net	(3.9)		(1.7)
Net cash used in financing activities	(741.9)		(327.1)

Effect of foreign currency exchange rate changes on cash and cash equivalents	(0.8)		0.8
Change in cash and cash equivalents	1,130.8		(11.5)
Less: change in cash and cash equivalents of discontinued operations	(28.8)		4.1
Cash and cash equivalents at beginning of period	576.7		364.8
Cash and cash equivalents at end of period	$	1,736.3	$	349.2

Carlisle Companies Incorporated

Unaudited Selected Consolidated Balance Sheet Data


(in millions)	June 30, 2024		December 31, 2023
Cash and cash equivalents	$	1,736.3	$	576.7
Long-term debt, including current portion	2,290.1		2,289.4
Total stockholders' equity	3,004.3		2,829.0

Carlisle Companies Incorporated

Unaudited Non-GAAP Financial Measures - Organic Revenue

Organic revenue (defined as revenue excluding acquired revenues within the last 12 months and the impact of changes in foreign exchange rates versus the U.S. Dollar) is intended to provide investors and others with information about Carlisle's and its segments' recurring operating performance. This information differs from revenue determined in accordance with accounting principles generally accepted in the United States of America ("GAAP") and should not be considered in isolation or as a substitute for measures of performance determined in accordance with GAAP. Carlisle's and its segments' organic revenue follows, which may not be comparable to similarly titled measures reported by other companies.


	Three Months Ended June 30,
(in millions, except percentages)	CSL				CCM				CWT
2023 Revenue (GAAP)	$	1,307.0			$	947.5			$	359.5
Organic	118.0		9.0	%	120.2		12.7	%	(2.2)		(0.6)	%
Acquisitions	26.9		2.1	%	21.9		2.3	%	5.0		1.4	%
FX impact	(1.3)		(0.1)	%	(0.7)		(0.1)	%	(0.6)		(0.2)	%
Total change	143.6		11.0	%	141.4		14.9	%	2.2		0.6	%
2024 Revenue (GAAP)	$	1,450.6			$	1,088.9			$	361.7

	Six Months Ended June 30,
(in millions, except percentages)	CSL				CCM				CWT
2023 Revenues (GAAP)	$	2,199.6			$	1,523.5			$	676.1
Organic	317.2		14.4	%	327.3		21.5	%	(10.1)		(1.5)	%
Acquisitions	30.9		1.4	%	21.9		1.4	%	9.0		1.3	%
FX impact	(0.6)		—	%	(0.2)		—	%	(0.4)		—	%
Total change	347.5		15.8	%	349.0		22.9	%	(1.5)		(0.2)	%
2024 Revenues (GAAP)	$	2,547.1			$	1,872.5			$	674.6

Carlisle Companies Incorporated

Unaudited Non-GAAP Financial Measures - Free Cash Flow

Free cash flow is intended to provide investors and others with information about Carlisle's liquidity and provides a more complete understanding of factors and trends affecting Carlisle's cash flows. This information differs from operating cash flow determined in accordance with GAAP and should not be considered in isolation or as a substitute for measures of performance determined in accordance with GAAP. Carlisle's free cash flow follows, which may not be comparable to similarly titled measures reported by other companies.


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2024		2023		2024		2023
Operating cash flow (GAAP)	$	183.4	$	221.1	$	346.9	$	370.7
Less: operating cash flow from discontinued operations	6.6		72.4		14.1		98.9
Operating cash flow from continuing operations	$	176.8	$	148.7	$	332.8	$	271.8

Capital expenditures (GAAP)	$	(24.9)	$	(29.9)	$	(57.4)	$	(70.1)
Less: capital expenditures from discontinued operations	(3.9)		(6.3)		(12.4)		(13.1)
Capital expenditures from continuing operations	$	(21.0)	$	(23.6)	$	(45.0)	$	(57.0)

Operating cash flow from continuing operations	$	176.8	$	148.7	$	332.8	$	271.8
Capital expenditures from continuing operations	(21.0)		(23.6)		(45.0)		(57.0)
Free cash flow from continuing operations	$	155.8	$	125.1	$	287.8	$	214.8

Carlisle Companies Incorporated

Unaudited Non-GAAP Financial Measures - EBIT, Adjusted EBIT, Adjusted EBITDA and Adjusted EBITDA Margin

Earnings before interest and taxes ("EBIT"), adjusted EBIT, adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") and adjusted EBITDA margin are intended to provide investors and others with information about Carlisle's and its segments' performance without the effect of items that, by their nature, tend to obscure core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. As a result, management believes that these measures enhance the ability of investors to analyze trends in Carlisle's businesses and evaluate Carlisle's performance relative to similarly-situated companies. This information differs from net income and operating income determined in accordance with GAAP and should not be considered in isolation or as a substitute for measures of performance determined in accordance with GAAP. Carlisle's and its segments' EBIT, adjusted EBIT, adjusted EBITDA and adjusted EBITDA margin follows, which may not be comparable to similarly titled measures reported by other companies.


	Three Months Ended June 30,						Six Months Ended June 30,
(in millions, except percentages)	2024			2023			2024			2023
Net income (GAAP)	$	712.4		$	194.6		$	904.7		$	296.3
Less: Income (loss) from discontinued operations (GAAP)	427.2			(32.1)			448.6			(14.0)
Income from continuing operations (GAAP)	285.2			226.7			456.1			310.3
Provision for income taxes	87.4			68.3			131.3			92.1
Interest expense, net	18.8			18.8			37.4			37.6
Interest income	(13.8)			(4.4)			(21.7)			(8.9)
EBIT	377.6			309.4			603.1			431.1
Exit and disposal, and facility rationalization costs	0.3			0.5			0.8			2.8
Inventory step-up amortization and transaction costs	1.5			—			2.1			1.6
Impairment charges	—			0.4			—			1.3
(Gains) losses from acquisitions and disposals	(0.3)			(1.4)			(0.3)			2.5
Gains from insurance	(5.0)			—			(5.0)			—
Losses (gains) from litigation	0.4			0.1			0.4			(0.1)

Total non-comparable items	(3.1)			(0.4)			(2.0)			8.1
Adjusted EBIT	374.5			309.0			601.1			439.2
Depreciation	17.7			16.0			34.2			32.1
Amortization	25.4			22.4			47.8			44.7
Adjusted EBITDA	$	417.6		$	347.4		$	683.1		$	516.0
Divided by:
Total revenues	$	1,450.6		$	1,307.0		$	2,547.1		$	2,199.6
Adjusted EBITDA margin	28.8		%	26.6		%	26.8		%	23.5		%

Carlisle Companies Incorporated

Unaudited Non-GAAP Financial Measures - EBIT, Adjusted EBIT, Adjusted EBITDA and Adjusted EBITDA Margin


	Three Months Ended June 30, 2024
(in millions, except percentages)	CCM			CWT			Corporate and unallocated
Operating income (loss) (GAAP)	$	346.8		$	59.2		$	(28.5)
Non-operating expense (income), net(1)	0.1			(0.3)			0.1
EBIT	346.7			59.5			(28.6)
Exit and disposal, and facility rationalization costs	0.3			—			—
Inventory step-up amortization and transaction costs	1.8			—			(0.3)

Gains from acquisitions and disposals	—			(0.3)			—
Gains from insurance	(5.0)			—			—
Losses from litigation	—			0.4			—

Total non-comparable items	(2.9)			0.1			(0.3)
Adjusted EBIT	343.8			59.6			(28.9)
Depreciation	13.1			4.2			0.4
Amortization	7.3			17.6			0.5
Adjusted EBITDA	$	364.2		$	81.4		$	(28.0)
Divided by:
Total revenues	$	1,088.9		$	361.7		$	—
Adjusted EBITDA margin	33.4		%	22.5		%	NM

(1)Includes other non-operating (income) expense, net, which may be presented in separate line items on the unaudited Consolidated Statements of Income.


	Three Months Ended June 30, 2023
(in millions, except percentages)	CCM			CWT			Corporate and unallocated
Operating income (loss) (GAAP)	$	280.7		$	59.5		$	(31.6)
Non-operating (income) expense, net(1)	(0.2)			0.4			(1.0)
EBIT	280.9			59.1			(30.6)
Exit and disposal, and facility rationalization costs	—			0.5			—

Impairment charges	—			0.4			—
Gains from acquisitions and disposals	(0.1)			(1.2)			(0.1)

Losses from litigation	—			—			0.1

Total non-comparable items	(0.1)			(0.3)			—
Adjusted EBIT	280.8			58.8			(30.6)
Depreciation	10.8			4.3			0.9
Amortization	4.1			17.7			0.6
Adjusted EBITDA	$	295.7		$	80.8		$	(29.1)
Divided by:
Total revenues	$	947.5		$	359.5		$	—
Adjusted EBITDA margin	31.2		%	22.5		%	NM

(1)Includes other non-operating (income) expense, net, which may be presented in separate line items on the unaudited Consolidated Statements of Income.

Carlisle Companies Incorporated

Unaudited Non-GAAP Financial Measures - EBIT, Adjusted EBIT, Adjusted EBITDA and Adjusted EBITDA Margin


	Six Months Ended June 30, 2024
(in millions)	CCM			CWT			Corporate and unallocated
Operating income (loss) (GAAP)	$	558.0		$	101.4		$	(56.7)
Non-operating expense (income), net(1)	0.5			(0.3)			(0.6)
EBIT	557.5			101.7			(56.1)
Exit and disposal, and facility rationalization costs	0.3			0.5			—
Inventory step-up amortization and acquisition costs	1.8			—			0.3

Gains from acquisitions and disposals	(0.1)			(0.2)			—
Gains from insurance	(5.0)			—			—
Losses from litigation	—			0.4			—

Total non-comparable items	(3.0)			0.7			0.3
Adjusted EBIT	554.5			102.4			(55.8)
Depreciation	25.1			8.3			0.8
Amortization	11.4			35.4			1.0
Adjusted EBITDA	$	591.0		$	146.1		$	(54.0)

Total revenues	$	1,872.5		$	674.6		$	—
Adjusted EBITDA margin	31.6		%	21.7		%	NM

(1)Includes other non-operating (income) expense, net, which may be presented in separate line items on the unaudited Consolidated Statements of Income.


	Six Months Ended June 30, 2023
(in millions)	CCM			CWT			Corporate and unallocated
Operating income (loss) (GAAP)	$	403.1		$	83.6		$	(57.4)
Non-operating (income) expense, net(1)	(0.3)			0.2			(1.7)
EBIT	403.4			83.4			(55.7)
Exit and disposal, and facility rationalization costs	0.1			2.7			—
Inventory step-up amortization and acquisition costs	—			—			1.6
Impairment charges	—			1.3			—
(Gains) losses from acquisitions and disposals	(0.3)			2.9			(0.1)

Gains from litigation	—			—			(0.1)

Total non-comparable items	(0.2)			6.9			1.4
Adjusted EBIT	403.2			90.3			(54.3)
Depreciation	21.1			9.1			1.9
Amortization	8.2			35.3			1.2
Adjusted EBITDA	$	432.5		$	134.7		$	(51.2)

Total revenues	$	1,523.5		$	676.1		$	—
Adjusted EBITDA margin	28.4		%	19.9		%	NM

(1)Includes other non-operating (income) expense, net, which may be presented in separate line items on the unaudited Consolidated Statements of Income.

Carlisle Companies Incorporated

Unaudited Non-GAAP Financial Measures - Adjusted Net Income and Adjusted Diluted EPS

Adjusted net income and adjusted diluted earnings per share is intended to provide investors and others with information about Carlisle's performance without the effect of items that, by their nature, tend to obscure Carlisle's core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. This information differs from net income and diluted earnings per share determined in accordance with GAAP and should not be considered in isolation or as a substitute for measures of performance determined in accordance with GAAP. Carlisle's adjusted net income and adjusted diluted earnings per share follows, which may not be comparable to similarly titled measures reported by other companies.


	Three Months Ended June 30, 2024					Three Months Ended June 30, 2023
(in millions, except per share amounts)	Pre-tax Impact	After-tax Impact(1)		Impact to Diluted EPS(2)		Pre-tax Impact	After-tax Impact(1)		Impact to Diluted EPS(2)
Net income (GAAP)		$	712.4	$	14.84		$	194.6	$	3.79
Less: Income (loss) from discontinued operations (GAAP)		427.2		8.90			(32.1)		(0.63)
Income from continuing operations (GAAP)		285.2		5.94			226.7		4.42
Exit and disposal, and facility rationalization costs	0.3	0.3		—		0.5	0.4		0.01
Inventory step-up amortization and transaction costs	1.5	1.1		0.02		—	—		—
Impairment charges	—	—		—		0.4	0.3		—
Gains from acquisitions and disposals	(0.3)	(0.2)		—		(1.4)	(1.0)		(0.02)
Losses from insurance	(5.0)	(3.8)		(0.08)		—	—		—
Losses from litigation	0.4	0.3		0.01		0.1	—		—

Acquisition-related amortization(3)	24.1	18.1		0.38		21.1	15.8		0.31
Discrete tax items(4)	—	(1.5)		(0.03)		—	(1.2)		(0.02)
Total adjustments		14.3		0.30			14.3		0.28
Adjusted net income		$	299.5	$	6.24		$	241.0	$	4.70

(1)The impact to net income reflects the tax effect of noted items, which is based on the statutory rate in the jurisdiction in which the expense or income is deductible or taxable.

(2)The per share impact of adjustments to each period is based on diluted shares outstanding using the two-class method.

(3)Acquisition-related amortization includes the amortization of customer relationships, technology, trade names and other intangible assets recorded in purchase accounting in connection with a business combination. These intangible assets contribute to revenue generation and the amortization of these assets will recur until such intangible assets are fully amortized.

(4)Discrete tax items include current period tax expense or benefit related to prior year items, excess tax benefits from stock compensation, the tax impact of foreign currency gains and losses, or changes in tax laws or rates.

Carlisle Companies Incorporated

Unaudited Non-GAAP Financial Measures - Adjusted Net Income and Adjusted Diluted EPS


	Six Months Ended June 30, 2024					Six Months Ended June 30, 2023
(in millions, except per share amounts)	Pre-tax Impact	After-tax Impact(1)		Impact to Diluted EPS(2)		Pre-tax Impact	After-tax Impact(1)		Impact to Diluted EPS(2)
Net income (GAAP)		$	904.7	$	18.75		$	296.3	$	5.75
Less: Income (loss) from discontinued operations (GAAP)		448.6		9.30			(14.0)		(0.27)
Income from continuing operations (GAAP)		456.1		9.45			310.3		6.02
Exit and disposal, and facility rationalization costs	0.8	0.6		0.01		2.8	2.2		0.04
Inventory step-up amortization and acquisition costs	2.1	1.6		0.03		1.6	1.2		0.02
Impairment charges	—	—		—		1.3	1.0		0.02
(Gains) losses from acquisitions and disposals	(0.3)	(0.2)		—		2.5	1.9		0.04
Gains from insurance	(5.0)	(3.8)		(0.08)		—	—		—
Losses (gains) from litigation	0.4	0.3		0.01		(0.1)	(0.1)		—

Acquisition-related amortization(3)	45.1	33.9		0.70		42.1	31.6		0.62
Discrete tax items(4)	—	(8.5)		(0.18)		—	(2.9)		(0.06)
Total adjustments		23.9		0.49			34.9		0.68
Adjusted net income		$	480.0	$	9.94		$	345.2	$	6.70

(1)The impact to net income reflects the tax effect of noted items, which is based on the statutory rate in the jurisdiction in which the expense or income is deductible or taxable.

(2)The per share impact of adjustments to each period is based on diluted shares outstanding using the two-class method.

(4)Discrete tax items include current period tax expense or benefit related to prior year items, the tax impact of foreign currency gains and losses, or changes in tax laws or rates.

Cover Page Statement	Jul. 19, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 19, 2024
Entity Registrant Name	CARLISLE COMPANIES INCORPORATED
Entity Incorporation, State or Country Code	DE
Entity File Number	001-09278
Entity Tax Identification Number	31-1168055
City Area Code	480
Local Phone Number	781-5000
Entity Address, Address Line One	16430 North Scottsdale Road
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85254
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000790051
Amendment Flag	false
Common stock, $1 par value
Entity Information [Line Items]
Title of 12(b) Security	Common stock, $1 par value
Trading Symbol	CSL
Security Exchange Name	NYSE