CSL 10-K & 10-Q changes, risk factors and insider trading
Carlisle Companies Inc. · NYSE · Fabricated Rubber Products, Nec · CIK 790051 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “The Company could be adversely affected by any significant damage to, or prolonged disruption of, our manufacturing facilities.”
New heading “The development and introduction of new products, or the failure to do so, could have a material adverse effect on our business, financial condition, results of operations or cash flows.”
New heading “The Company could face product liability claims, and we may not have sufficient insurance to cover those claims.”
Removed heading “Failure to successfully complete restructuring activities could negatively affect the Company.”
Removed heading “General Risk Factors”
Removed heading “The Company is subject to risks arising from widespread health emergencies.”
Largest changes
“The Company’s businesses operate in market segments that could be impacted by widespread health emergencies. …”see in full comparison
“Failure to successfully complete restructuring activities could negatively affect the Company.”see in full comparison
“The development and introduction of new products, or the failure to do so, could have a material adverse effect on our business, financial condition, results of operations or cash flows.”see in full comparison
“The Company could be adversely affected by any significant damage to, or prolonged disruption of, our manufacturing facilities.”see in full comparison
“The Company could face product liability claims, and we may not have sufficient insurance to cover those claims.”see in full comparison
“The Company is subject to risks arising from widespread health emergencies.”see in full comparison
Full comparison: every changed paragraph (27)
The Company’s business, financial condition, results of operations andor cash flows can be affected by a number of factorsfactors, including those material factors set forth below, those set forth in our “Forward Looking Statements” disclosure in Item 7 and those set forth elsewhere in this Annual Report on Form 10-K, any one of which could cause the Company’s actual results to vary materially from recent results or from anticipated future results and make an investment in the Company speculative or risky.
The Company’s earnings growth strategy is partially dependent on the acquisition and successful integration of other businesses.
A key pillar of the Company’s Vision 2030 strategic plan is building scale with synergistic acquisitions. When companies become available for purchase, the process is often highly competitive, which tends to result in relatively high valuations for the target company. There can be no assurance that the Company will be able to continue to identify, negotiate and finance suitable acquisitions at values the Company considers reasonable.
The Company has a history of acquiring businesses as part of its earnings growth strategy. Typically, the Company considers acquiring companies that can be integrated within an existing business. Acquisitions of this type involve numerous risks, which may include a failure to realize expected revenue growth and operating and cost synergies from integration initiatives, increasing dependency on the markets served by the combined businesses or increased debt to finance the acquisitions.
The Company also considers the acquisition of businesses that may operate independent of existing businesses. Acquisitions of this type involve risks similar to those encountered when acquiring companies that can be integrated within an existing business, including a failure to realize expected revenue growth or operating and cost reductions within the acquired business, and could increase the possibility of diverting corporate management’s attention from its existing operations.
Acquisitions involve numerous risks, including the failure to realize expected revenue growth and/or operating and cost synergies from integration initiatives, an increased dependency on the markets served, the diversion of management’s attention from its existing operations or increased debt to finance the acquisitions. The successful realization of revenue growth, cost reductions and synergies with our existing businesses, and within acquired stand-alone businesses, and increases in profitability overall,overall are dependent upon successful integration initiatives. If these integration initiatives are not fully realized, there may be a negative effect on the Company’s business, financial condition, results of operations andor cash flows, including goodwill and/or intangible asset impairments, which may be material.
Refer to Note 3 for recent acquisition information.
The loss of, a significant decline in business with, or pricing pressure from, one or more of the Company’s key customers could adversely affect the Company’s business, financial condition, results of operations andor cash flows.
The Company's CCM segment operates in several niche markets in which a large portion of the segment’s revenues are attributable to a few large customers. SeeThese “Itemmarkets 1.have Business—Overview—Descriptionexperienced recent consolidation among distributors of Businessesroofing bymaterials Segment”and forcomplementary abuilding discussion of customer concentrations for CCM.products. A significant reduction in purchases by one or more of these customers could have an adverse effect on the business, financial condition, results of operations or cash flows of one or more of the Company’s segments.
The Company could be adversely affected by any significant damage to, or prolonged disruption of, our manufacturing facilities.
The Company has made substantial investments in manufacturing facilities, and many products are produced at a limited number of locations. These facilities could be materially damaged or operations at these facilities could be materially disrupted by natural disasters, such as floods, tornados, hurricanes, fires and earthquakes, as well as governmental or administrative actions, regulatory issues, civil unrest, industrial accidents, unavailability or excessively high cost of raw materials, mechanical equipment failure, human error, cybersecurity breaches, widespread health emergencies, theft, sabotage or other reasons. We could incur uninsured losses and liabilities arising from such events, including damage to our reputation, or suffer material losses in operational capacity, which could have a material adverse impact on our business, financial condition, results of operations or cash flows.
The development and introduction of new products, or the failure to do so, could have a material adverse effect on our business, financial condition, results of operations or cash flows.
A key pillar of the Company’s Vision 2030 strategic plan is driving growth through continued investment in new product innovation. Our likelihood of success in investing in new products must be considered in light of the expenses, difficulties and delays frequently encountered in connection with the early phases of new product development, including the difficulties involved in obtaining permits and regulatory approvals, planning and constructing new manufacturing facilities, and establishing, maintaining or expanding customer relationships. While we strive to introduce new products, our efforts to develop and market new products may be unsuccessful or unprofitable, which could adversely affect our business, financial condition, results of operations or cash flows.
Failure to successfully complete restructuring activities could negatively affect the Company.
From time to time, the Company may undertake consolidation and other restructuring projects in an effort to reduce costs and streamline its operations. Such restructuring activities may divert management's attention from the Company’s core businesses, increase expenses on a short-term basis and lead to potential disputes with the employees, customers or suppliers of the affected businesses. If restructuring activities are not completed in a timely manner or if anticipated cost savings, synergies and efficiencies are not realized, there may be a negative effect on the Company’s business, financial condition, results of operations and cash flows.
Refer to Note 4 for a discussion of disposition matters.
Uncertainty regarding global economic conditions may have an adverse effect on the businesses, results of operations and financial condition of the Company and its customers, distributors and suppliers. Among the economic factors which may affect performance are: manufacturing activity, commercial and residential construction, difficulties entering new markets and general economic conditions such as inflation, deflation, interest ratesrates, tariffs and credit availability. These effects may, among other things, negatively impact the level of purchases, capital expenditures and creditworthiness of the Company’s customers, distributors and suppliers, and therefore, the Company’s results of operations, margins and orders. The Company cannot predict if, when or how much worldwide economic conditions will fluctuate. These conditions are highly unpredictable and beyond the Company's control. If these conditions deteriorate, however, the Company’s business, financial condition, results of operations andor cash flows could be adversely affected.
Most of the Company’s revenues and operating income are generated from the construction market. Construction spending is affected by economic conditions, changes in interest rates, inflationary pressures, demographic and population shifts, new housing starts, impacts on labor availability from U.S. immigration laws, policies and practices and changes in construction spending by federal, state and local governments. A decline in the construction market, particularly in construction repair and replacement activities, could adversely affect the Company’s business, financial condition, results of operations andor cash flows. Additionally, adverse weather conditions such as heavy or sustained rainfall, cold weather and snow can limit construction activity and reduce demand for roofing materials.
The CCM and CWT segments compete through pricing, among other factors. Competition in these segments may increase pricing pressure on the CompanyCompany, which may negatively affect operating results in future periods.
The Company utilizes petroleum-based products, chemicals, resins and other commodities in its manufacturing processes. Raw materials, including inbound freight, accounted for approximately 66% of the Company’s cost of goods sold in 2024.2025. Significant increases in the costs of these materials may not be recovered through selling price increases and significant disruption to the Company's supply chains or significant shortages of materials could adversely affect the Company’s business, financial condition, results of operations andor cash flows. The Company also relies on global sources of raw materials, which could be adversely impacted by unfavorable shipping or trade arrangements, including import and export tariffs and global economic conditions. Refer to “Part II—Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for additional information regarding commodity price risk.
As of the date of this filing, weWe have made several public commitments regarding our intended reduction of GHG emissions, including commitments to achieve net zero GHG emissions by 2050 and the establishment of science-based targets to reduce GHG emissions from our operations and the operations of our value chain. Although we intend to meet these commitments, we may be required to expend significant resources to do so, which could increase our operational costs. Further, there can be no assurance of the extent to which any of our commitments will be achieved, or that any future investments we make in furtherance of achieving such targets and goals will meet investor expectations or any binding or non-binding legal standards regarding sustainability performance. Moreover, we may determine that it is in the best interest of the Company and our stockholders to prioritize other business, social, governance or sustainable investments over the achievement of our current commitments based on economic, regulatory and social factors, business strategy or pressure from investors, activist groups or other stakeholders. If we are unable to meet these commitments, then we could incur adverse publicity and reaction from investors, activist groups and other stakeholders, which could adversely impact the perception of our brands and our products and services by current and potential customers, as well as investors, which could in turn adversely impact our results of operations.
General Risk Factors
The Company could face product liability claims, and we may not have sufficient insurance to cover those claims.
Our building products are used in a wide variety of commercial, residential and industrial applications. We face an inherent risk of exposure to product liability or other claims in the event our products are alleged to be defective or that the use of our products is alleged to have resulted in harm to others or their property. If product liability lawsuits against us are successful, it could have an adverse impact on our financial condition and results of operations. Moreover, any such lawsuits, whether or not successful, could result in adverse publicity to us, which could harm our reputation and cause our sales to decline. We maintain insurance coverage to protect us against product liability claims, but that coverage may not be adequate to cover all claims that may arise, or we may not be able to maintain adequate insurance coverage in the future at an acceptable cost. Any liability not covered by insurance or that exceeds our established reserves could materially and adversely impact our business, financial condition and results of operations.
The Company is subject to risks arising from widespread health emergencies.
The Company’s businesses operate in market segments that could be impacted by widespread health emergencies. Operating during a widespread health emergency exposes the Company to a number of risks, including diminished demand for our products and our customers’ products, suspensions in the operations of our manufacturing facilities, maintenance of appropriate labor levels, our ability to ship products to our customers, interruptions in our supply chains and distribution systems, increases in operating costs related to pay and benefits for our employees, collection of trade receivables in accordance with their terms, and potential impairment of goodwill and long-lived assets, any of which, individually or in the aggregate, could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.
While these risks have not to date, in the aggregate, had a material adverse impact on the Company, we are unable to predict the extent or duration of impacts from widespread health emergencies as they will depend on future developments, which are highly uncertain and cannot be predicted at this time, such as the duration and frequency of, and government responses to, such emergencies.
Management's Discussion & Analysis (MD&A)
Removed heading “Revenues by Geographic Area”
Removed heading “Other Operating Income, net”
Removed heading “Operating Income”
Removed heading “Other Non-Operating Expense (Income), net”
Removed heading “Income from Discontinued Operations”
Removed heading “Sources and Uses of Cash and Cash Equivalents”
Removed heading “Share Repurchases”
Removed heading “Debt Instruments”
Removed heading “Revolving Credit Facility”
Removed heading “Revenue Recognition”
Largest changes
This Annual Report on Form 10-K 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 of our customers to maintain appropriate labor levels under U.S. immigration laws, policies and practices; 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, artificial intelligence or data security breaches at our businesses or third parties; the outcome of pending and future litigation and governmental proceedings;see in full comparisonthe emergence or continuation of widespread health emergencies, 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, includinginflation andinflation, interest rate and currency exchange ratefluctuations.fluctuations, and tariffs. 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 totimetime, 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 thebusiness 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.business.
“Upon permanent transfer of cash outside of certain jurisdictions, primarily in Canada, we may be subject to withholding taxes, and as such we have accrued $6.3 million in anticipation of those taxes as of December 31, 2024. In addition, in certain countries, primarily China, our cash is subject to local laws and regulations that require government approval for conversion of such cash to U.S. Dollars, as well as for transfer of such cash, both temporarily and permanently outside of that jurisdiction.”see in full comparison
“We maintain liquidity sources primarily consisting of cash and cash equivalents as well as availability under the Company's Fifth Amended and Restated Credit Agreement (as amended, the "Credit Agreement"). In the near term, cash on hand is our primary source of liquidity. …”see in full comparison
Full comparison: every changed paragraph (81)
Carlisle Companies Incorporated (“Carlisle,” the “Company,” “we,” “us” or “our”) is a leading manufacturer and supplier of innovative building envelope products and solutions for more energy-efficient buildings. Through our building products businesses, Carlisle Construction Materials ("CCM") and Carlisle Weatherproofing Technologies ("CWT"), and family of leading brands, we deliver innovative, labor-reducing and environmentally responsible products and solutions to customers through the Carlisle Experience. Carlisle is committed to generating superior stockholder returns and maintaining a balanced capital deployment approach, including investments in our businesses, strategic acquisitions, share repurchases and continued dividend increases.
Throughout 2025, despite continued headwinds in new construction and a complex economic environment, we continued to execute against our Vision 2030 strategy, and we remain very confident in our ability to achieve our Vision 2030 financial objectives. Over the course of the year, we made progress on all our key pillars of Vision 2030. We increased investments in innovation to develop new market-leading products. We enhanced our emphasis on the Carlisle Operating System ("COS") and expanded automation in our factories to drive operational excellence. We added significant management talent and further elevated the Carlisle Experience to strengthen customer loyalty and service. And above all else, we continued to deliver on our commitment to being superior capital allocators.
Carlisle’s performance during 2025 adds to our history of resilience through the economic cycles and challenges we have faced over the years, such as the Covid pandemic. We delivered another solid year of cash flow, generating over $1 billion of operating cash flow, which continued to provide balance sheet optionality. As the M&A environment in 2025 was challenging, we turned a significant portion of that cash flow to share repurchases, as we continued to see this as a solid opportunity for capital deployment.
At CCM, solid re-roofing demand, which represents approximately 70% of our commercial roofing business, continued to help stabilize our business as new construction markets work through the bottom of the cycle. At CWT, our recent acquisitions and operational initiatives contributed to revenue growth, and we are well-positioned to capitalize on the growing need for energy-efficient weatherproofing solutions.
North America is the most attractive building-products market globally, supported by strong, long-term fundamentals including the demand for energy-efficient solutions, the need to improve labor productivity, and the recurring maintenance requirements of an aging non-residential building stock—over 70% of which is more than 25 years old. Buildings are a critical and indispensable component of the physical economy. They must be built, maintained, and continuously improved. This structural reality reinforces the durability and necessity of our end markets.
Carlisle’s imperative business continues to benefit from a strong re-roofing market, and we continued to benefit from our position as a North American leader in the world’s largest building-products market. Carlisle’s leadership position in this essential market, highly responsive cost structure combined with the discipline of COS and our proven capital allocation framework, continues to translate into superior and sustainable margin performance.
While we expect the current challenging market conditions to continue into the first half of 2026, our solid financial position, robust cash flow, and ongoing commitment to operational excellence enable us to continue generating strong returns, pursue value-enhancing acquisitions, and deliver shareholder value.
We are pleased to report that 2024 was a successful year for Carlisle with diluted earnings per share ("EPS") from continuing operations of 18.34 which reflects a 29% increase over 2023. We achieved this EPS with 9% revenue growth along with operating margins from continuing operations of 22.8%, and adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") margins of 26.6%, which were supported by resilient and recurring re-roofing revenue which more than mitigated the negative impact from the broader challenging construction environment.
In 2024, we executed on multiple strategic initiatives that strengthened our position as a pure-play building products company. We maintained our commitment to returning capital to stockholders, deploying $1.6 billion to repurchase shares using the proceeds from the divestiture of Carlisle Interconnect Technologies ("CIT"), our last non-building products business. Our acquisition playbook yielded significant results, with nearly $700 million deployed to strengthen our building envelope capabilities, including the strategic additions of MTL Holdings LLC ("MTL"), a leading provider of prefabricated perimeter edge metal systems and non-insulated architectural metal wall systems for commercial, institutional and industrial buildings, and PFB Holdco, Inc ("PFB"), a leading vertically integrated provider of expanded polystyrene and insulation products across Canada and the Midwestern United States. Overall, we believe our 2024 results represented progress in line with the goals outlined in our Vision 2030 strategy.
Vision 2030 positions us to benefit from the widely understood macro-trends, including growing commercial re-roofing demand, an ongoing housing shortage, and our ability to provide energy efficient and labor-saving solutions and systems. Furthermore, our 2024 acquisitions strengthen our position as a leading manufacturer within the building envelope and reinforce our commitment to acquire growth and create value through a superior integration playbook.
The increase in revenues in 20242025 primarily reflects higher sales in theour non-residential construction end marketend-market of $468.6$30.2 millionmillion, asdriven continuedby inventoryrecent normalizationacquisitions, and growing re-roof activity led to increased construction activitypartially offset by lower sales in theour residential construction end marketend-market of $58.1$14.0 million.million due to decreased new construction activity.
Revenues by Geographic Area
Gross margin decreased in 2025, primarily due to increased unit costs resulting from higher absorption of fixed costs on lower volumes.
Gross profit as a percentage of revenues increased in 2024, driven primarily by volume leverage on strong sales growth in our CCM segment.
Selling and administrative expenses increased in 2025, primarily due to the recent acquisitions of MTL Holdings LLC ("MTL"), PFB Holdco, Inc. ("PFB"), selected assets of ThermaFoam Operating LLC, PowerFoam LLC, and ThermaFoam Real Estate LLC (collectively, "ThermaFoam"), and selected assets of Bonded Logic, Inc. and Phoenix Fibers, LLC (collectively, "Bonded Logic"). These acquisitions resulted in an increase of $16.1 million in wage and benefit expense and $15.8 million of amortization expense, which were partially offset by lower wage and benefit expenses of $11.8 million at our legacy businesses, driven by reduced discretionary compensation.
Selling and administrative expenses increased in 2024, primarily due to several factors: a $41.5 million increase in wage and benefit expenses from higher equity incentive compensation and additional headcount from acquisitions; a $22.4 million increase in sales and marketing expenses driven by higher commissions from increased sales volumes; a $19.1 million increase in amortization expense, primarily related to the MTL acquisition; and $12.1 million in acquisition costs from the MTL and the PFB acquisitions.
Research and development expenses were higher in 20242025 primarily reflectingdue anto increase inincreased new product development expensesactivities. of $5.7 million at our CCM segment and $1.0 million at our CWT segment. TheThis increase in research and development expenses is consistent with a key pillar of Vision 20302030, towhich drivefocuses innovation,on withdriving ainnovation commitmentthrough tocontinued investinginvestment in the creationdevelopment of new products and solutions that adddeliver value through advancements in sustainability and energy and labor efficiencies.
Other Operating Income, net
The change in other operating income, net, primarily reflected a $5.0 million gain from an insurance settlement received in the second quarter of 2024, a $2.3 million reduction in losses from the sale of fixed assets, which occurred in 2023 but not in 2024, and a $1.8 million reduction in losses from fixed asset impairments, which also occurred in 2023 but not in 2024.
Operating Income
Refer to Segment Results of Operations within this MD&A for further information related to segment operating income results.
Interest Expense, netExpense
Interest expense,expense net of capitalized interest, decreasedincreased during 20242025, primarily reflectingdue lowerto higher long-term debt balances associated with the redemption in full of $300.0 million of our 0.55% unsecured senior5.25% notes due September 1,15, 20232035 (the "20232035 Notes") in September 2023 and the 5.55% notes due September 15, 2040 (the "2040 Notes"), which were issued on August 20, 2025, partially offset by the redemption in full of $400.0 million of our 3.50% unsecured senior notes due December 1, 2024 (the "2024 Notes") in December 2024. Refer to Note 13 for further information on our long-term debt.
Interest income increaseddecreased during 20242025, primarily relatingdue to highera lower invested cash balance and lower yields compared to the prior year and a higher invested cash balance due to proceeds from the sale of CIT in the second quarter of 2024.
Other Non-Operating Expense (Income), net
The change in other non-operating expense (income), net in 2024 primarily reflected a $21.1 million loss related to the accelerated recognition of pension actuarial losses within accumulated other comprehensive loss due to the settlements of portions of the Company's pension plan in the fourth quarter of 2024.
The provision for income taxes on continuing operations fordecreased 2024in is higher than 2023,2025, primarily reflecting higherlower pre-tax income which equated to higherlower taxes of $34.3$39.5 million.
Income from Discontinued Operations
Income from discontinued operations before taxes in 2024 primarily reflected the pre-tax gain on sale of the CIT business of $457.3 million and operating results of $56.7 million compared to the pre-tax loss on the sale of the Carlisle Fluid Technologies ("CFT") business of $82.5 million, partially offset by operating results of $99.5 million from CIT and $17.3 million from CFT in 2023.
Provision for (benefit from) income taxes for discontinued operations primarily reflected a tax provision created from the gain on the sale of CIT in 2024, compared to a tax benefit received due to the loss on sale of CFT in 2023.
Refer to Note 4 for additional information related to discontinued operations.
CCM’s revenue increased in 2025 primarily driven by strong re-roofing activity aided by the MTL acquisition partially offset by lower new construction activity.
CCM's operating margin and adjusted EBITDA for 2025 decreased primarily due to higher operating costs of $56.3 million, primarily to enhance the Carlisle Experience, and increased research and development expenses of $8.7 million.
CCM’s revenue increased in 2024 primarily due to higher sales in the non-residential end market of $428.9 million, driven by inventory normalization and growing re-roof activity from pent-up demand. CCM’s operating margin and adjusted EBITDA margin increase in 2024 primarily reflected the volume leverage on higher sales.
This segment produces building envelope solutions that drive energy efficiency and sustainability in commercial and residential applications. Products include high-performance waterproofing and moisture protection products, protective roofing underlayments, fully integrated liquid and sheet applied air/vapor barriers, sealants/primers and flashing systems, roof coatings and mastics, spray polyurethane foam and coating systems for a wide variety of thermal protection applications and other premium polyurethane products, block-molded expanded polystyrene insulation,insulation and other insulation products, engineered products for HVAC applications, and premium products for a variety of industrial and surfacing applications.
CWT’s revenue decrease in 2025 was primarily the result of lower sales volumes due to continued softness in new construction activity, mostly offset by the acquisitions of PFB, ThermaFoam, and Bonded Logic.
CWT’s operating margin and adjusted EBITDA margin decrease in 2025 primarily reflected increased unit costs resulting from higher absorption of fixed costs on lower volumes.
CWT’s revenue decreased in 2024 primarily reflecting lower sales in the residential end market of $80.1 million, partially offset by higher sales in the non-residential end market of $39.7 million. CWT’s operating margin and adjusted EBITDA margin decrease in 2024 primarily reflected higher operating costs to support longer term growth initiatives.
We believe that our current cash reserves, available credit facilities, including borrowings available under our $1.0 billion Fifth Amended and Restated Credit Agreement, and anticipated operating cash flows are adequate to meet our short-term projected business requirements for at least the next 12 months and our long-term financial requirements, including the repayment of outstanding principal balances on existing notes by their respective maturity dates.
Additional sources of liquidity may be obtained through access to the capital markets, subject to market conditions. The Company may consider such access for purposes that include the repayment of outstanding debt and the funding of acquisitions. For further details regarding long-term debt, refer to Note 13.
Management retains discretion over the allocation of available cash and may deploy resources toward capital expenditures, acquisitions, strategic investments, dividends, or share repurchases.
A summary of our cash and cash equivalents by region follows:
We maintain liquidity sources primarily consisting of cash and cash equivalents as well as availability under the Company's Fifth Amended and Restated Credit Agreement (as amended, the "Credit Agreement"). In the near term, cash on hand is our primary source of liquidity. The increase in cash and cash equivalents compared to December 31, 2023, is primarily related to cash received from the sale of the CIT business and cash generated from operations, partially offset by cash used on share repurchases, the purchases of MTL and PFB, repayment of senior notes, capital expenditures and payment of dividends to stockholders.
Upon permanent transfer of cash outside of certain jurisdictions, primarily in Canada, we may be subject to withholding taxes, and as such we have accrued $6.3 million in anticipation of those taxes as of December 31, 2024. In addition, in certain countries, primarily China, our cash is subject to local laws and regulations that require government approval for conversion of such cash to U.S. Dollars, as well as for transfer of such cash, both temporarily and permanently outside of that jurisdiction.
We believe we have sufficient cash on hand, availability under the Credit Agreement and operating cash flows to meet our anticipated business requirements for at least the next 12 months. At the discretion of management, the Company may use available cash on capital expenditures, dividends, share repurchases, acquisitions and strategic investments.
We also anticipate we will have sufficient cash on hand, availability under the Credit Agreement and operating cash flows to meet our anticipated long-term business requirements and to pay outstanding principal balances of our existing notes by the respective maturity dates. Another potential source of liquidity is access to public capital markets, subject to market conditions. We may access the capital markets for a variety of reasons, including to repay the outstanding balances of our outstanding debt and fund acquisitions. Refer to Note 13 for further information on long-term debt.
Sources and Uses of Cash and Cash Equivalents
Net cash provided by operating activities in 2025 was $1.1 billion, an increase of $71.5 million compared to 2024, primarily due to lower working capital uses of $115.7 million, partially offset by lower income from continuing operations, excluding non-cash reconciling items, of $33.8 million.
Inventory has remained steady throughout 2025, resulting in a $136.9 million decrease in working capital uses compared to 2024, which experienced higher investment in inventory due to the end of destocking from 2023 followed by increased construction activity. Additionally, working capital used in other current liabilities decreased by $90.4 million in 2025 compared to 2024, primarily due to the timing of tax expenses and payments. These reductions in working capital uses were partially offset by an additional $73.0 million in working capital used in accounts receivable due to timing of sales and an additional $28.9 million used in accounts payable due to timing of expenses and payments when comparing 2025 to 2024.
We generated operating cash flows totaling $1,030.3 million for 2024 (including working capital uses of $29.0 million), compared with $1,201.3 million for 2023 (including working capital sources of $107.6 million). Lower operating cash flows of $171.0 million in 2024 primarily reflected lower operating cash provided by discontinued operations of $173.0 million and an increase in working capital uses of $136.6 million, partially offset by higher income from continuing operations of $146.2 million.
The increase in working capital uses of $136.6 million related to a decrease in cash from higher inventory investments in 2024 of $261.7 million, reflecting the end of destocking of inventory experienced in 2023 and increased construction activity, partially offset by an increase in cash from accounts receivables of $68.1 million related to increased collections and accounts payable of $22.9 million related to higher inventory investments.
CashNet providedcash byused in investing activities in 2025 was $240.4 million, primarily attributable to the acquisition of $1,229.6 millionThermaFoam for 2024$53.7 primarily reflected net cash received frommillion, the saleacquisition of CITBonded ofLogic $1,998.0for $61.4 million, partially offset by use of an aggregate of $676.9 million to fund the acquisitions of MTL and PFB and capital expenditures of $113.3$131.2 million.
CashNet cash provided by investing activities ofin $352.42024 millionwas for$1.2 2023billion, primarily reflectedattributable to net cash receivedproceeds of $2.0 billion from the sale of CFTCarlisle ofInterconnect $510.6Technologies million and proceeds from the sale of assets of $19.0 million,("CIT"), partially offset by use of an aggregate of $676.9 million to fund the acquisitions of MTL and PFB and capital expenditures of $142.2$113.3 million and the use of $36.1 million for the acquisition of a business.million.
CashNet cash used in financing activities ofin $2,110.22025 millionwas for$503.7 2024million, primarily reflectedattributable to share repurchases of $1,585.9$1.3 million, the redemption of the 2024 Notes of $400.0 millionbillion and cash dividend payments of $172.4$181.1 million,million. reflectingThese outflows were partially offset by proceeds totaling $987.8 million from the increased annual dividend rateissuance of $4.00the per2035 share.Notes and 2040 Notes.
CashNet cash used in financing activities ofin $1,349.72024 millionwas for$2.1 2023billion, which primarily reflected share repurchases of $900.0$1.6 million,billion, the redemption of the 20232024 Notes of $300.0$400.0 million and cash dividend payments of $160.3$172.4 million.
Share Repurchases
On August 3, 2023, the Board approved a 7.5 million share increase in the Company's share repurchase program. We repurchased approximately 3.9 million shares in 2024 as part of our plan to return capital to stockholders, utilizing $1,585.9 million of our cash on hand. As of December 31, 2024, we had authority to repurchase 3.5 million shares.
Purchases may occur from time to time over an indefinite period of time in the open market, in privately negotiated transactions and through block trades, and no maximum purchase price has been set. The decision to repurchase shares depends on price, availability and other corporate developments and is subject to the discretion of the Board. The Company plans to continue to repurchase shares in 2025 on an opportunistic basis.
Debt Instruments
Senior Notes
What changed in the latest 10-Q
Risk Factors
There have been no material changes in the Company's risk factors disclosed in "PART I—Item 1A. Risk Factors" in our 2025 Annual Report on Form 10-K.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“Carlisle reported strong first quarter results despite challenges associated with the Middle East conflict, housing affordability, and weather. Our team executed with discipline against our Vision 2030 priorities, delivering diluted earnings per share of $3.10 and increasing operating margin by 30 basis points and adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") margin by 50 basis points. Revenue of $1.1 billion was impacted by unfavorable winter weather conditions that constrained contractors' days on the roof throughout the quarter into early March. …”see in full comparison
“The most significant, and well-understood, external challenge in the quarter was the rapid rise in petroleum-derived raw material and freight costs driven by the conflict in the Middle East. We acted decisively to recover our costs through freight surcharges and broad-based price increases across CCM and CWT, implemented in April and July, with a third increase taking effect in August. …”see in full comparison
“Gross margin decreased in the second quarter and the first six months of 2026, primarily driven by inflation of our petrochemical-based raw material inputs and freight costs due to the rapid increase in oil prices caused by the conflict in the Middle East, which outpaced the impact of price increases put in place during the second quarter.”see in full comparison
CCM's operating marginsee in full comparisonwas relatively flatand adjusted EBITDA marginincreasedslightly decreased in the second quarter and the firstquartersix months of 2026, primarily due totherawimpact of lower sales volumes offset by lower sellingmaterials andadministrativefreightexpenses of $5.9 millioninflation driven byongoingtheCOS-ledconflictcostinsavingtheinitiatives.Middle East.
CWT’s operating marginsee in full comparisonincreasedand adjusted EBITDA margin decreased in thefirstsecond quarter and the first six months of2026,2026 primarily due totheelevatedimpactinputofandlowerfreightsalescostsvolumes partially offsetcaused bylowerinflatedsellingoiland administrative expenses of $9.0 million driven by lower acquisition costs of $4.2 million and savings from targeted restructurings.prices.
“While the cost of our raw materials does not fully correlate with oil price fluctuations, the magnitude and increasing duration of elevated oil prices has impacted our petrochemical-linked raw material inputs. We have responded quickly to this cost inflation by announcing price increases across CCM and CWT along with freight surcharges to offset escalating freight rates.”see in full comparison
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Our second quarter results reflect the Carlisle team's relentless focus on execution and operational discipline in a challenging macroeconomic environment. We delivered revenue of $1.6 billion, up 8% year-over-year, and diluted earnings per share of $6.36, up 8%. Our teams drove above-market growth in both CCM and CWT through continued execution of our strategic growth initiatives. We focused on the factors within our control: swift pricing actions, disciplined cost management, and continued progress on innovation. We remain committed to advancing our Vision 2030 strategy through organic growth, bolt-on acquisitions, margin expansion, increased free cash flow, and disciplined capital allocation.
Our revenue was driven by above-market volume growth from continued execution of strategic initiatives, solid re-roofing demand, and customer pre-buying ahead of announced price increases. Our margin performance remained resilient despite continued market headwinds, reflecting the benefits of our operational efficiency initiatives and our unwavering commitment to operational excellence. At CCM, operating margin was 28.6% and adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") margin was 30.7%, and at CWT, operating margin was 10.7% and adjusted EBITDA margin was 19.0%, each in line with our expectations, even as elevated input costs outpaced pricing realization during the quarter. Notably, CWT's adjusted EBITDA margin improved 380 basis points compared to the prior quarter, aided by our investments in automation, manufacturing consolidation, and the expansion of in-house expanded polystyrene resin capacity, which all continued to gain traction.
The most significant, and well-understood, external challenge in the quarter was the rapid rise in petroleum-derived raw material and freight costs driven by the conflict in the Middle East. We acted decisively to recover our costs through freight surcharges and broad-based price increases across CCM and CWT, implemented in April and July, with a third increase taking effect in August. As we have experienced in prior raw material inflationary cycles, pricing realization typically lags cost inflation, and we expect the benefit of our pricing actions to build through the second half of 2026 and into 2027.
We also continued to advance our innovation pipeline to support our Vision 2030 objectives. We have launched roughly half of our planned new products for 2026, highlighted by the first commercial shipment of our award-winning ThermaThin 7 polyiso insulation. ThermaThin 7 enables thinner roof assemblies, lower freight costs from fewer truckloads, and superior cold weather thermal performance. We remain on track to introduce the balance of this year's new products and continue to invest in our research and innovation center to support long-term growth.
Our strong balance sheet continues to support our balanced and disciplined approach to capital allocation. During the quarter, we repurchased $250 million of shares, and we have increased our full-year target for repurchases to $1.2 billion. Our M&A framework remains unchanged: disciplined, synergistic building envelope acquisitions that enhance our systems offering, increase content per square foot, and meet our strict returns criteria.
Based on our first-half performance, continued momentum in our strategic growth initiatives, and the pricing actions we have taken to date, we are raising our full-year 2026 revenue outlook to mid-single-digit growth with operating and adjusted EBITDA margins approximately flat. This outlook reflects disciplined execution, partial recovery of higher raw material and freight costs, and easier comparisons. It does not assume a near-term recovery in new construction markets. With the strength of our imperative business model, resilient re-roofing demand, and our leadership position in North America, we remain confident in our path to our Vision 2030 financial objectives.
Carlisle reported strong first quarter results despite challenges associated with the Middle East conflict, housing affordability, and weather. Our team executed with discipline against our Vision 2030 priorities, delivering diluted earnings per share of $3.10 and increasing operating margin by 30 basis points and adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") margin by 50 basis points. Revenue of $1.1 billion was impacted by unfavorable winter weather conditions that constrained contractors' days on the roof throughout the quarter into early March. The quarter was shaped by three themes: our swift pricing response to oil-driven cost inflation, our disciplined execution in protecting margins, and our continued progress on innovation and other strategic priorities.
While the cost of our raw materials does not fully correlate with oil price fluctuations, the magnitude and increasing duration of elevated oil prices has impacted our petrochemical-linked raw material inputs. We have responded quickly to this cost inflation by announcing price increases across CCM and CWT along with freight surcharges to offset escalating freight rates.
At CCM, operating margin decreased 10 basis points to 24.3%, and adjusted EBITDA margin expanded 30 basis points year-over-year to 27.4% despite lower revenue, as volume headwinds were offset by productivity gains driven by the Carlisle Operating System ("COS"), procurement discipline, and selling and administrative cost controls. At CWT, operating margin increased 50 basis points to 5.9%, and adjusted EBITDA margins decreased 40 basis points to 15.2% due to lower volumes which was partially offset by the positive impact of operational improvements that continued to deliver measurable results, including footprint consolidation and expanded in-house polystyrene resin capacity.
The quarter also marked meaningful progress toward our Vision 2030 goal of driving value through innovation. Our new ThermaThin 7 polyiso insulation received both the People’s Choice and Expert’s Choice awards at the 2026 International Roofing Expo. Across the business, we are on track to launch many new products in 2026, reflecting strong momentum in our innovation pipeline.
As we move through 2026, we remain focused on integrating recent acquisitions, driving structural margin improvement through COS, and elevating the Carlisle Experience.
Revenues increased in the second quarter and the first six months of 2026, mostly driven by volume increases at both CCM and CWT due to strong execution of strategic growth and share gain initiatives.
Revenues
Revenues decreased in the first quarter of 2026, primarily due to lower sales volumes in our non-residential construction end-market resulting from the impact of adverse winter weather on shipment timing and the continuation of soft new construction activity.
Gross margin decreased in the second quarter and the first six months of 2026, primarily driven by inflation of our petrochemical-based raw material inputs and freight costs due to the rapid increase in oil prices caused by the conflict in the Middle East, which outpaced the impact of price increases put in place during the second quarter.
Gross margin decreased in the first quarter of 2026, primarily due to increased unit costs resulting from higher absorption of fixed costs on lower volumes.
Selling and administrative expenses decreasedincreased in the firstsecond quarter of 2026,quarter, primarily resultingdue fromto lowerhigher wage and benefit expenses of $12.1$6.0 million driven by increased incentive compensation and lowerhigher commissions expense of $4.6 million, partially offset by a $5.5 million decrease in acquisition-related costs and professional fees of $6.0 million.fees.
Selling and administrative expenses decreased in the first six months of 2026, primarily due to a $6.1 million decrease in wage and benefit expenses driven by lower headcount and an $11.5 million decrease in acquisition-related costs and professional fees.
Research and development expenses increased in the second quarter and the first quartersix months of 2026, primarily due to higher new product development expenses. The increase in research and development expenses is consistent with a key pillar of Vision 2030 to drive innovation with a commitment to investing in the creation of new products and solutions that add value through advancements in sustainability and energy and labor efficiencies.
Interest expense increased in the second quarter and the first quartersix months of 2026, primarily due to higher long-term debt balances associated with the notes issued on August 20, 2025. Refer to Note 9 for further information on our long-term debt.
Interest income increased during the second quarter and the first quartersix months of 2026, primarily due to a higher invested cash balance compared to 2025.
The provision for income taxes on continuing operations increased during the second quarter and the first quarter,six months of 2026, primarily due to lower excess tax benefits from employee stock compensation, partially offset by lower pre-tax income.compensation.
The year-to-date provision for income taxes includes taxes on earnings atreflects an anticipated tax rate of 23.2% and a tax benefit of $2.3$3.8 million from discrete activitytax benefit, primarily related tofrom excess tax benefits from employee stock compensation, compared to ana anticipated$12.6 ratemillion of 23.3% and adiscrete tax benefit from discrete activity of $5.8 million in the first quartersix months of 2025.
CCM's revenue decreasedincreased in the second quarter and the first quartersix months of 2026, primarily reflecting lowervolume volumesincreases duedriven to the adverse winter weather andby continued softnessexecution inof strategic growth initiatives supported by solid commercial newre-roofing construction activity.demand.
CCM's operating margin was relatively flat and adjusted EBITDA margin increasedslightly decreased in the second quarter and the first quartersix months of 2026, primarily due to theraw impact of lower sales volumes offset by lower sellingmaterials and administrativefreight expenses of $5.9 millioninflation driven by ongoingthe COS-ledconflict costin savingthe initiatives.Middle East.
CWT’s revenue decreasedincreased in the second quarter and the first quartersix months of 2026, primarily driven by lower salesincreased volumes duefrom toshare continuedgains market softness in new construction activity, partially offset by revenue fromand the recent2025 acquisitionsacquisition of ThermaFoam and Bonded Logic.
CWT’s operating margin increased and adjusted EBITDA margin decreased in the firstsecond quarter and the first six months of 2026,2026 primarily due to theelevated impactinput ofand lowerfreight salescosts volumes partially offsetcaused by lowerinflated sellingoil and administrative expenses of $9.0 million driven by lower acquisition costs of $4.2 million and savings from targeted restructurings.prices.
Net cash provided by operating activities for the first six months of 2026 was $197.1 million, compared to $288.9 million for the first six months of 2025. The $91.8 million decrease was primarily driven by lower income from continuing operations, excluding non-cash reconciling items, of $11.0 million, and a $125 million post-year-end settlement of an accrued liability related to a transferable energy tax credit acquired in 2025. These decreases were partially offset by larger increases in accrued incentive compensation of $9.5 million, accrued rebates and commissions of $11.2 million driven by higher sales, and accrued taxes of $22.2 million related to the timing of other transferable energy tax credit acquisitions and related payments.
Net working capital requirements for the first six months of 2026 were generally consistent with the prior year. Higher investments in accounts receivable of $72.4 million driven by increased sales volume and inventory of $28.9 million driven by higher raw material costs were offset by a $106.1 million larger increase in accounts payable resulting from the timing and cost of raw material and freight purchases.
Net cash used in operating activities for the first three months of 2026 was $44.7 million. Net cash provided by operating activities was $1.8 million for the first three months of 2025. This year-over-year change was primarily driven by higher working capital uses of $29.6 million and lower income from continuing operations, excluding non-cash reconciling items, of $14.6 million.
We typically deploy cash in the first quarter to settle year-end liabilities and build working capital ahead of the construction season. Compared to the first three months of 2025, we used $107.9 million more cash to settle other current liabilities, primarily reflecting a $125 million post-year-end settlement of an accrued tax-related liability. Excluding this tax-related payment, operating cash flow improved compared to the first three months of 2025 as we deployed $18.0 million less into accounts receivable due to timing of sales and collections, $20.0 million less into inventories due to improved inventory turnover, and $34.5 million less into accounts payable due to timing of expenses and payments.
Net cash used in investing activities of $28.0$69.7 million for the first threesix months of 2026 primarily reflected capital expenditures of $28.3$70.0 million. Cash used in investing activities of $78.9$165.9 million for the first threesix months of 2025 primarily reflected the purchasepurchases of ThermaFoam for $52.9 million and Bonded Logic for $57.7 million, and capital expenditures of $29.0$57.8 million.
Net cash used in financing activities of $268.0$573.8 million in the first threesix months of 2026 primarily reflected share repurchases of $250.0$500.0 million and cash dividend payments of $45.7$90.1 million. Cash used in financing activities of $456.4$808.9 million in the first threesix months of 2025 primarily reflected share repurchases of $400.0$700.0 million and cash dividend payments of $45.2$88.3 million.
CSL insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-10 | Singh Jesse G |
Option exercise | 4,070 | — | — |
| 2026-09-10 | Singh Jesse G |
Disposition to issuer | 505 | — | — |
| 2026-09-10 | Frias James D |
Other | 197 | $329.74 | $65.0K |
| 2026-09-10 | Ricard Corrine D. |
Other | 197 | $329.74 | $65.0K |
| 2026-04-29 | Collins Jonathan R. |
Option exercise | 5,902 | — | — |
| 2026-04-28 | Palmer Sheryl |
Grant/award | 505 | — | — |
| 2026-04-28 | Singh Jesse G |
Grant/award | 505 | — | — |
| 2026-04-28 | Ricard Corrine D. |
Grant/award | 505 | — | — |
| 2026-04-28 | Myers Charles David |
Grant/award | 505 | — | — |
| 2026-04-28 | Hansen Maia |
Grant/award | 505 | — | — |
| 2026-04-28 | Frias James D |
Grant/award | 505 | — | — |
Well-known investors holding CSL (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Baillie Gifford | 2026-06-30 | 97 | $35.2K | 0.0% | Reduced 99% |