8-K

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 26, 2023

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 26, 2023, Carlisle Companies Incorporated (the “Company”) issued a press release regarding the Company’s financial results for the second quarter ended June 30, 2023. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1, 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 26, 2023, Carlisle Companies Incorporated, (the “Company”) appointed Stephen P. Aldrich Vice President & Chief Accounting Officer and principal accounting officer, succeeding Kelly P. Kamienski in those roles. Ms. Kamienski was appointed Vice President of Finance for Carlisle Weatherproofing Technologies. Both appointments are effective August 1, 2023.

Mr. Aldrich, age 43, joined the Company in 2012 and has held numerous financial leadership roles, including Internal Audit Manager, Director of SEC Reporting, Vice President of Finance for Carlisle Fluid Technologies, Vice President of Internal Audit, and most recently Vice President of FP&A. Prior to joining the Company, Mr. Aldrich was an audit manager with Deloitte. Mr. Aldrich 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.

In connection with his appointment as principal accounting officer, Mr. Aldrich will be entitled to participate in the Company’s employee benefit plans from time to time in effect and available to executive officers. Mr. Aldrich 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. Aldrich’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 10.28 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

There are no arrangements or understandings between Mr. Aldrich and any other person pursuant to which he was appointed as principal accounting officer, nor are there any transactions involving the Company and Mr. Aldrich 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 26, 2023.
99.2	Press release of Carlisle Companies Incorporated announcing finance leadership changes dated July 26, 2023.
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 26, 2023	By:	/s/ Kevin P. Zdimal
			Kevin P. Zdimal
			Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

PRESS RELEASE

7/26/23

Carlisle Companies Reports Second Quarter Results

SCOTTSDALE, ARIZONA, July 26, 2023 - Carlisle Companies Incorporated (NYSE:CSL) today announced its second quarter 2023 financial results.

•Second quarter revenues of $1.5 billion, declined 14.0% year-over-year

•Reported second quarter GAAP diluted EPS from continuing operations of $4.71 and adjusted EPS of $5.18, down 13.7% year-over-year

•CCM operating income margin was 29.6% and adjusted EBITDA margin returned to 30%+

•CWT operating income margin grew 350 basis points year-over-year to 16.6%, and adjusted EBITDA margin grew 390 basis points to 22.5%, driven by integration and efficiency gains

•Announced an agreement to sell CFT, completing another major step in our portfolio optimization strategy

•Repurchased 900 thousand shares for $200 million in the quarter

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

"The second quarter proved to be a nice recovery story for us at Carlisle with greater evidence of our collective efforts to improve earnings and create value for all stakeholders. Our teams continue to provide compelling energy-efficient solutions to building owners and improve upon Carlisle's leadership position as the manufacturer of choice to contractors and our distribution partners. Despite the channel destocking activity in the second quarter, our teams collectively drove excellent profitability from a combination of price discipline, cost management and efficiency gains through COS.

We continue to see strong underlying demand for our building products, particularly in non-residential construction markets. New construction is buoyed by growth in manufacturing construction projects and government-funded activity. Notably, CCM generates two-thirds of its revenue from non-discretionary re-roofing demand that provides sustainable growth runway. Contractor backlogs remain strong, and new products that remove labor from the job site are strongly desired. That said, rising interest rates, concerns of an economic slowdown, weather disruptions and labor constraints are watch items that may hinder construction activity.

The CWT team continues to demonstrate outstanding performance by driving operational efficiencies, pricing to value, and executing its multi-pronged commercial and operational integration. Despite year-over-year volume declines in residential markets, the team achieved a remarkable 390 basis points of adjusted EBITDA margin expansion to 22.5% in the second quarter.

CIT continues to benefit from healthy aerospace demand while reaping benefits from past restructuring actions. With its position as a leading aerospace components supplier, CIT is poised to leverage increasing aircraft production rates of both Boeing and Airbus. Additionally, CIT is improving the profitability of its medical and industrial platforms through customer and product line rationalization, as well as enhanced efficiencies through COS. The CIT team drove impressive adjusted EBITDA margin expansion of 520 basis points year-over-year to 17.9% in the second quarter, and we expect significant year-over-year margin improvement for the full year 2023 and beyond.

In line with our strategy to 'pivot' to a pure-play premier building products company, we signed a definitive agreement to sell Carlisle Fluid Technologies for $520 million. This move represents a significant step forward in our efforts to build a diversified portfolio of premier energy-efficient building envelope solutions and demonstrates our commitment to be superior capital allocators.

Vision 2025 continues to provide Carlisle clear direction. We have stayed the course on our strategy to leverage above-average organic growth in our markets and optimize our business portfolio. This continues to drive higher margins, higher returns, and greater earnings power for Carlisle in an accelerated timeframe. While the pillars of Vision 2025 are still very much in place, we continue to work on our new strategic plan, Vision 2030, and intend to share in greater detail our path to further value creation for all our stakeholders by the end of the year."

Second Quarter 2023

Revenue for the second quarter of $1.5 billion decreased 14.0% year-over-year. Organic revenue decreased 13.9% (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).

Operating income for the second quarter of $327.6 million decreased 18.8% from $403.6 million in the second quarter of 2022. Income from continuing operations for the second quarter of $241.5 million decreased 17.0% from $290.8 million in the second quarter of 2022. Adjusted EBITDA for the second quarter of $385.4 million decreased 16.3% from $460.2 million in the second quarter of 2022. Despite the decline in second quarter revenues, adjusted EBITDA margin was relatively consistent year-over-year.

Diluted earnings per share ("EPS") from continuing operations for the second quarter of $4.71 decreased 14.7% from $5.52 in the second quarter of 2022. Adjusted diluted EPS for the second quarter of $5.18 decreased 13.7% from $6.00 in the second quarter of 2022. The decrease in EPS reflects the impact from lower volumes in our building products segments, partially offset by share repurchases.

Second Quarter 2023 Segment Highlights

Carlisle Construction Materials (CCM)

•Revenue of $947.5 million, declined 14.9% (all organic) year-over-year, as strong underlying demand was more than offset by channel destocking and unfavorable weather.

•Operating income was $280.7 million, down 21.8% year-over-year. Adjusted EBITDA was $295.7 million, down 20.4% year-over-year, reflecting an adjusted EBITDA margin of 31.2%, down 210 basis points given lower volumes year-over-year.

•We expect full year 2023 revenues to decrease low-teens year-over-year.

Carlisle Weatherproofing Technologies (CWT)

•Revenue of $359.5 million, declined 19.9% (-19.6% organic) year-over-year primarily due to residential demand weakness and project delays.

•Operating income was $59.5 million, increased 0.8% year-over-year. Adjusted EBITDA was $80.8 million, down 3.2% year-over-year reflecting an adjusted EBITDA margin of 22.5%, up 390 basis points, which was favorably impacted by efficiencies gained through targeted restructuring actions, automated manufacturing, and realized synergies from the Henry acquisition.

•We expect full year 2023 revenues to decrease low-teens year-over-year.

Carlisle Interconnect Technologies (CIT)

•Revenue of $218.9 million, increased 3.0% (+3.2% organic) year-over-year, driven by continued strengthening in the aerospace end market.

•Operating income was $19.7 million and adjusted EBITDA was $39.2 million, up 45.2% year-over-year reflecting an adjusted EBITDA margin of 17.9%, up 520 basis points, which was favorably impacted by higher volumes in the aerospace end market and benefits from past restructuring actions.

•We expect full year 2023 revenues to increase mid-single-digits year-over-year, as medical customers work to right-size inventory levels.

Cash Flow

Operating cash flow from continuing operations for the six months ended June 30, 2023, was $333.0 million, an increase of $110.8 million versus the prior year. Free cash flow from continuing operations was $263.4 million, an increase of $120.9 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 a reduction in working capital uses as a result of lower sales volume, partially offset by lower income from continuing operations.

During the six months ended June 30, 2023, we deployed $250.0 million toward share repurchases, including $200.0 million in the current quarter, and paid $77.2 million in cash dividends, including $38.3 million in the current quarter. As of June 30, 2023, we had 2.3 million shares available for repurchase under our share repurchase program. Additionally, as of June 30, 2023, we had $379.3 million of cash and cash equivalents and $1.0 billion of availability under our revolving credit facility.

Conference Call and Webcast

Carlisle will discuss second quarter 2023 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: 888-886-7786

International: 416-764-8658

Conference ID: 00270055

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, 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 and free cash flow that are not recognized under GAAP. Management believes that adjusted diluted EPS, adjusted EBITDA, adjusted EBITDA margin and organic revenue 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.

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. Carlisle is also a leading provider of products to the aerospace and medical technologies markets through its Carlisle Interconnect Technologies ("CIT") business segment. 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:	Jim Giannakouros, CFA
	Vice President, Investor Relations
	(480) 781-5135
	jgiannakouros@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)	2023		2022		2023		2022
Revenues	$	1,525.9	$	1,774.9	$	2,632.0	$	3,200.1
Cost of goods sold	995.7		1,170.1		1,785.3		2,130.2
Selling and administrative expenses	189.5		192.0		360.0		376.0
Research and development expenses	13.1		11.0		26.8		21.2
Other operating (income) expense, net	—		(1.8)		1.7		(3.5)
Operating income	327.6		403.6		458.2		676.2
Interest expense, net	18.8		22.5		37.6		45.0
Interest income	(4.5)		(0.6)		(9.1)		(0.8)
Other non-operating expense (income), net	0.2		2.3		(1.1)		2.5
Income from continuing operations before income taxes	313.1		379.4		430.8		629.5
Provision for income taxes	71.6		88.6		97.5		148.3
Income from continuing operations	241.5		290.8		333.3		481.2
Discontinued operations:
(Loss) income before income taxes	(62.3)		11.7		(51.4)		15.6
(Benefit from) provision for income taxes	(15.4)		1.0		(14.4)		1.7
(Loss) income from discontinued operations	(46.9)		10.7		(37.0)		13.9
Net income	$	194.6	$	301.5	$	296.3	$	495.1
Basic earnings per share attributable to common shares:
Income from continuing operations	$	4.75	$	5.60	$	6.53	$	9.23
(Loss) income from discontinued operations	(0.92)		0.21		(0.72)		0.27
Basic earnings per share	$	3.83	$	5.81	$	5.81	$	9.50
Diluted earnings per share attributable to common shares:
Income from continuing operations	$	4.71	$	5.52	$	6.47	$	9.11
(Loss) income from discontinued operations	(0.92)		0.21		(0.72)		0.26
Diluted earnings per share	$	3.79	$	5.73	$	5.75	$	9.37
Average shares outstanding:
Basic	50.7		51.8		50.9		52.0
Diluted	51.2		52.5		51.4		52.7
Dividends declared and paid per share	$	0.75	$	0.54	$	1.50	$	1.08

Carlisle Companies Incorporated

Unaudited Condensed Consolidated Statements of Cash Flows

	Six Months Ended June 30,
(in millions)	2023		2022
Net cash provided by operating activities	$	370.7	$	223.5
Investing activities:
Capital expenditures	(70.1)		(82.7)
Proceeds from sale of discontinued operation, net of cash disposed	—		132.0
Acquisitions, net of cash acquired	—		(24.7)
Investment in securities	0.2		10.3
Other investing activities, net	14.0		2.0
Net cash (used in) provided by investing activities	(55.9)		36.9
Financing activities:
Repurchases of common stock	(250.0)		(175.0)
Dividends paid	(77.2)		(56.7)
Proceeds from exercise of stock options	11.8		16.0
Withholding tax paid related to stock-based compensation	(10.0)		(12.5)
Other financing activities, net	(1.7)		(1.7)
Net cash used in financing activities	(327.1)		(229.9)
Effect of foreign currency exchange rate changes on cash and cash equivalents	0.8		(1.7)
Change in cash and cash equivalents	(11.5)		28.8
Less: change in cash and cash equivalents of discontinued operations	(2.1)		(2.2)
Cash and cash equivalents at beginning of period	388.7		313.7
Cash and cash equivalents at end of period	$	379.3	$	344.7

Carlisle Companies Incorporated

Unaudited Selected Consolidated Balance Sheet Data

(in millions)	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	379.3	$	388.7
Long-term debt, including current portion	2,584.2		2,582.9
Total stockholders' equity	3,032.0		3,024.4

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				CIT
2022 Revenue (GAAP)	$	1,774.9			$	1,113.4			$	448.9			$	212.6
Organic	(246.8)		(13.9)	%	(165.4)		(14.9)	%	(88.1)		(19.6)	%	6.7		3.2	%
Acquisitions	—		—	%	—		—	%	—		—	%	—		—	%
FX impact	(2.2)		(0.1)	%	(0.5)		—	%	(1.3)		(0.3)	%	(0.4)		(0.2)	%
Total change	(249.0)		(14.0)	%	(165.9)		(14.9)	%	(89.4)		(19.9)	%	6.3		3.0	%
2023 Revenue (GAAP)	$	1,525.9			$	947.5			$	359.5			$	218.9
	Six Months Ended June 30,
(in millions, except percentages)	CSL				CCM				CWT				CIT
2022 Revenues (GAAP)	$	3,200.1			$	1,994.5			$	808.0			$	397.6
Organic	(560.1)		(17.5)	%	(467.1)		(23.4)	%	(128.7)		(15.9)	%	35.7		9.0	%
Acquisitions	—		—	%	—		—	%	—		—	%	—		—	%
FX impact	(8.0)		(0.3)	%	(3.9)		(0.2)	%	(3.2)		(0.4)	%	(0.9)		(0.2)	%
Total change	(568.1)		(17.8)	%	(471.0)		(23.6)	%	(131.9)		(16.3)	%	34.8		8.8	%
2023 Revenues (GAAP)	$	2,632.0			$	1,523.5			$	676.1			$	432.4

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 the Company'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)	2023		2022		2023		2022
Operating cash flow (GAAP)	$	221.1	$	179.2	$	370.7	$	223.5
Less: operating cash flow from discontinued operations	25.3		6.9		37.7		1.3
Operating cash flow from continuing operations	$	195.8	$	172.3	$	333.0	$	222.2
Capital expenditures (GAAP)	$	(29.9)	$	(51.6)	$	(70.1)	$	(82.7)
Less: capital expenditures from discontinued operations	(0.2)		(2.5)		(0.5)		(3.0)
Capital expenditures from continuing operations	$	(29.7)	$	(49.1)	$	(69.6)	$	(79.7)
Operating cash flow from continuing operations	$	195.8	$	172.3	$	333.0	$	222.2
Capital expenditures from continuing operations	(29.7)		(49.1)		(69.6)		(79.7)
Free cash flow from continuing operations	$	166.1	$	123.2	$	263.4	$	142.5

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 the Company'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 the Company’s businesses and evaluate the Company’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)	2023			2022			2023			2022
Net income (GAAP)	$	194.6		$	301.5		$	296.3		$	495.1
Less: (loss) income from discontinued operations (GAAP)	(46.9)			10.7			(37.0)			13.9
Income from continuing operations (GAAP)	241.5			290.8			333.3			481.2
Provision for income taxes	71.6			88.6			97.5			148.3
Interest expense, net	18.8			22.5			37.6			45.0
Interest income	(4.5)			(0.6)			(9.1)			(0.8)
EBIT	327.4			401.3			459.3			673.7
Exit and disposal, and facility rationalization costs	2.0			0.7			6.5			2.8
Inventory step-up amortization and transaction costs	—			0.8			1.6			0.8
Impairment charges	0.4			—			1.3			0.2
(Gains) losses from acquisitions and disposals	(1.3)			0.1			2.7			0.3
Losses from insurance	—			—			—			0.3
Losses from litigation	1.6			—			1.5			—
Total non-comparable items	2.7			1.6			13.6			4.4
Adjusted EBIT	330.1			402.9			472.9			678.1
Depreciation	21.8			22.6			43.8			45.1
Amortization	33.5			34.7			67.0			71.2
Adjusted EBITDA	$	385.4		$	460.2		$	583.7		$	794.4
Divided by:
Total revenues	$	1,525.9		$	1,774.9		$	2,632.0		$	3,200.1
Adjusted EBITDA margin	25.3		%	25.9		%	22.2		%	24.8		%

Carlisle Companies Incorporated

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

	Three Months Ended June 30, 2023
(in millions, except percentages)	CCM			CWT			CIT			Corporate and unallocated
Operating income (loss) (GAAP)	$	280.7		$	59.5		$	19.7		$	(32.3)
Non-operating (income) expense, net(1)	(0.2)			0.4			0.5			(0.5)
EBIT	280.9			59.1			19.2			(31.8)
Exit and disposal, and facility rationalization costs	—			0.5			1.5			—
Impairment charges	—			0.4			—			—
(Gains) losses from acquisitions and disposals	(0.1)			(1.2)			0.1			(0.1)
Losses from litigation	—			—			1.5			0.1
Total non-comparable items	(0.1)			(0.3)			3.1			—
Adjusted EBIT	280.8			58.8			22.3			(31.8)
Depreciation	10.8			4.3			5.8			0.9
Amortization	4.1			17.7			11.1			0.6
Adjusted EBITDA	$	295.7		$	80.8		$	39.2		$	(30.3)
Divided by:
Total revenues	$	947.5		$	359.5		$	218.9		$	—
Adjusted EBITDA margin	31.2		%	22.5		%	17.9		%	NM

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

	Three Months Ended June 30, 2022
(in millions, except percentages)	CCM			CWT			CIT			Corporate and unallocated
Operating income (loss) (GAAP)	$	358.9		$	59.0		$	7.9		$	(22.2)
Non-operating expense (income), net(1)	0.9			0.1			(0.3)			1.6
EBIT	358.0			58.9			8.2			(23.8)
Exit and disposal, and facility rationalization costs	—			—			0.7			—
Inventory step-up amortization and transaction costs	—			0.1			—			0.7
(Gains) losses from acquisitions and disposals	(0.1)			—			0.2			—
(Gains) losses from litigation	—			—			(0.1)			0.1
Total non-comparable items	(0.1)			0.1			0.8			0.8
Adjusted EBIT	357.9			59.0			9.0			(23.0)
Depreciation	9.3			6.4			6.1			0.8
Amortization	4.1			18.1			11.9			0.6
Adjusted EBITDA	$	371.3		$	83.5		$	27.0		$	(21.6)
Divided by:
Total revenues	$	1,113.4		$	448.9		$	212.6		$	—
Adjusted EBITDA margin	33.3		%	18.6		%	12.7		%	NM

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

Carlisle Companies Incorporated

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

	Six Months Ended June 30, 2023
(in millions)	CCM			CWT			CIT			Corporate and unallocated
Operating income (loss) (GAAP)	$	403.1		$	83.6		$	30.6		$	(59.1)
Non-operating (income) expense, net(1)	(0.3)			0.2			0.4			(1.4)
EBIT	403.4			83.4			30.2			(57.7)
Exit and disposal, and facility rationalization costs	0.1			2.7			3.7			—
Inventory step-up amortization and acquisition costs	—			—			—			1.6
Impairment charges	—			1.3			—			—
(Gains) losses from acquisitions and disposals	(0.3)			2.9			0.2			(0.1)
Losses (gains) from litigation	—			—			1.6			(0.1)
Total non-comparable items	(0.2)			6.9			5.5			1.4
Adjusted EBIT	403.2			90.3			35.7			(56.3)
Depreciation	21.1			9.1			11.7			1.9
Amortization	8.2			35.3			22.3			1.2
Adjusted EBITDA	$	432.5		$	134.7		$	69.7		$	(53.2)
Total revenues	$	1,523.5		$	676.1		$	432.4		$	—
Adjusted EBITDA margin	28.4		%	19.9		%	16.1		%	NM

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

	Six Months Ended June 30, 2022
(in millions)	CCM			CWT			CIT			Corporate and unallocated
Operating income (loss) (GAAP)	$	620.0		$	96.5		$	5.4		$	(45.7)
Non-operating expense (income), net(1)	0.9			0.2			(0.8)			2.2
EBIT	619.1			96.3			6.2			(47.9)
Exit and disposal, and facility rationalization costs	—			0.1			2.7			—
Inventory step-up amortization and acquisition costs	—			—			—			0.8
Impairment charges	—			0.2			—			—
(Gains) losses from acquisitions and disposals	(0.1)			—			0.4			—
Losses from insurance	—			0.3			—			—
(Gains) losses from litigation	—			—			(0.1)			0.1
Total non-comparable items	(0.1)			0.6			3.0			0.9
Adjusted EBIT	619.0			96.9			9.2			(47.0)
Depreciation	18.5			12.7			12.2			1.7
Amortization	9.1			37.0			24.0			1.1
Adjusted EBITDA	$	646.6		$	146.6		$	45.4		$	(44.2)
Total revenues	$	1,994.5		$	808.0		$	397.6		$	—
Adjusted EBITDA margin	32.4		%	18.1		%	11.4		%	NM

(1)Includes other non-operating expense (income), net, which may be presented in separate line items on the Condensed 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 the Company’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, 2023					Three Months Ended June 30, 2022
(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)		$	194.6	$	3.79		$	301.5	$	5.73
Less: (loss) income from discontinued operations (GAAP)		(46.9)		(0.92)			10.7		0.21
Income from continuing operations (GAAP)		241.5		4.71			290.8		5.52
Exit and disposal, and facility rationalization costs	2.0	1.5		0.03		0.7	0.5		0.01
Inventory step-up amortization and transaction costs	—	—		—		0.8	0.6		0.01
Impairment charges	0.4	0.3		0.01		—	—		—
(Gains) losses from acquisitions and disposals	(1.3)	(1.0)		(0.02)		0.1	0.1		—
Losses from litigation	1.6	1.1		0.02		—	—		—
Acquisition-related amortization(3)	31.8	24.2		0.47		33.3	25.5		0.49
Discrete tax items(4)	—	(2.0)		(0.04)		—	(1.5)		(0.03)
Total adjustments		24.1		0.47			25.2		0.48
Adjusted net income		$	265.6	$	5.18		$	316.0	$	6.00

(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, 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, 2023					Six Months Ended June 30, 2022
(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)		$	296.3	$	5.75		$	495.1	$	9.37
Less: (loss) income from discontinued operations (GAAP)		(37.0)		(0.72)			13.9		0.26
Income from continuing operations (GAAP)		333.3		6.47			481.2		9.11
Exit and disposal, and facility rationalization costs	6.5	4.9		0.10		2.8	2.1		0.04
Inventory step-up amortization and acquisition costs	1.6	1.2		0.02		0.8	0.6		0.01
Impairment charges	1.3	1.0		0.02		0.2	0.1		—
Losses from acquisitions and disposals	2.7	2.0		0.04		0.3	0.3		0.01
Losses from insurance	—	—		—		0.3	0.2		—
Losses from litigation	1.5	1.1		0.02		—	—		—
Acquisition-related amortization(3)	63.7	48.4		0.94		68.3	52.0		0.98
Discrete tax items(4)	—	(3.4)		(0.07)		—	(1.7)		(0.03)
Total adjustments		55.2		1.07			53.6		1.01
Adjusted net income		$	388.5	$	7.54		$	534.8	$	10.12

(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, the tax impact of foreign currency gains and losses, or changes in tax laws or rates.

EX-99.2

Exhibit 99.2

PRESS RELEASE

7/26/23

Carlisle Companies Announces Finance Leadership Changes

SCOTTSDALE, ARIZONA, July 26, 2023 - Carlisle Companies Incorporated (NYSE:CSL) is pleased to announce multiple changes to strengthen and enhance the global finance organization, leveraging and building on a team with deep experience and a track record of success. All changes are effective August 1, 2023 and include:

–Kelly Kamienski has been elevated to Vice President of Finance for Carlisle Weatherproofing Technologies (“CWT”)

–Stephen Aldrich has been named Vice President and Chief Accounting Officer

–Mehul Patel has been promoted to Vice President, Investor Relations

Kevin Zdimal, Vice President & Chief Financial Officer, said, “I am very pleased to announce these management changes within our finance organization. Having known each of these individuals for a considerable amount of time, I know they will continue to improve the finance organization. These high-performing individuals have delivered exceptional results in their time with Carlisle. Our ability to rotate these key executives into critical positions will both enhance their development and bring new perspectives to each role. I am particularly pleased with our ability to move key personnel from the corporate office to the divisions and vice versa as this variety of experience will only make our teams stronger and our bench deeper.”

Kelly Kamienski joined Carlisle in 2016 as Director of Technical Accounting, Financial Reporting, and Controls and has been the company’s principal accounting officer since 2021, most recently as Vice President and Chief Accounting Officer. Prior to joining Carlisle, Kelly held a variety of finance and accounting leadership roles at Freeport-McMoRan Inc. and KPMG, LLP. Kelly holds a Master of Accounting from the University of Arizona, a B.S. in Accountancy from Barrett Honors College at Arizona State University and is a Certified Public Accountant.

Stephen Aldrich joined Carlisle in 2012 and has held numerous financial leadership roles, including Internal Audit Manager, Director of SEC Reporting, Vice President of Finance for Carlisle Fluid Technologies, Vice President of Internal Audit, and most recently Vice President of FP&A. Prior to joining Carlisle, Stephen was an audit manager with Deloitte. Stephen 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.

Mehul Patel was most recently Vice President of Finance for CWT. Mehul joined Carlisle in 2021 as part of Carlisle’s $1.6 billion acquisition of Henry Company (currently part of CWT) where he was Chief Financial Officer. Mehul held various financial leadership roles at Henry after joining the company in 2006, and he brings significant operational and financial analysis experience to his new role as Vice President, Investor Relations. Mehul joined Henry after starting his career in demand planning with Mars Petcare. Mehul has an MBA from USC’s Marshall School of Business and a B.A. in Economics from UC Irvine.

Jim Giannakouros, who has led Investor Relations since joining Carlisle in 2018, will be leaving Carlisle effective July 31st. Over the last five years, Jim was instrumental in creating and maturing the Investor Relations function at Carlisle. We appreciate his significant contributions to Carlisle and wish him all the best in his future endeavors.

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. Carlisle is also a leading provider of products to the aerospace and medical technologies markets through its Carlisle Interconnect Technologies (“CIT”) business segment. 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:     Jim Giannakouros, CFA

        Vice President, Investor Relations

        Carlisle Companies Incorporated

        (480) 781-5135

        jgiannakouros@carlisle.com

XML

Cover Page Statement	Jul. 26, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 26, 2023
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