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What changed in CARLISLE COMPANIES INC's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of CARLISLE COMPANIES INC's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+126 added−164 removedSource: 10-K (2025-02-14) vs 10-K (2024-02-16)

Top changes in CARLISLE COMPANIES INC's 2024 10-K

126 paragraphs added · 164 removed · 106 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

23 edited+6 added−16 removed20 unchanged
Biggest changeDecember 31, (in millions, except percentages) 2023 2022 2021 Net income (GAAP) $ 767.4 $ 924.0 $ 421.7 Less: income from discontinued operations (GAAP) 48.5 66.0 36.1 Income from continuing operations (GAAP) 718.9 858.0 385.6 Provision for income taxes 211.5 265.7 104.3 Interest expense, net 75.6 85.9 80.2 Interest income (20.1) (6.8) (1.1) EBIT 985.9 1,202.8 569.0 Exit and disposal, and facility rationalization costs 7.8 0.2 0.7 Inventory step-up amortization and transaction costs 2.0 4.3 26.3 Impairment charges 1.8 25.3 3.2 Losses from acquisitions and disposals 2.8 0.1 4.1 Losses from insurance — 0.3 0.7 Losses from litigation 1.4 0.1 0.1 Total non-comparable items 15.8 30.3 35.1 Adjusted EBIT 1,001.7 1,233.1 604.1 Depreciation 66.3 66.5 56.0 Amortization 84.8 92.1 63.7 Adjusted EBITDA $ 1,152.8 $ 1,391.7 $ 723.8 Divided by: Total revenues $ 4,586.9 $ 5,449.4 $ 3,836.7 Adjusted EBITDA margin 25.1 % 25.5 % 18.9 % 29 Table of Contents Year Ended December 31, 2023 (in millions, except percentages) CCM CWT Corporate and unallocated Operating income (loss) (GAAP) $ 913.9 $ 187.9 $ (119.0) Non-operating (income) expense, net (1) (0.4) 0.2 (2.9) EBIT 914.3 187.7 (116.1) Exit and disposal, and facility rationalization costs 5.1 2.7 — Inventory step-up amortization and transaction costs — 0.5 1.5 Impairment charges — 1.8 — Losses (gains) from acquisitions and disposals 0.4 2.5 (0.1) Losses (gains) from litigation — 1.5 (0.1) Total non-comparable items 5.5 9.0 1.3 Adjusted EBIT 919.8 196.7 (114.8) Depreciation 45.0 17.5 3.8 Amortization 12.0 70.6 2.2 Adjusted EBITDA $ 976.8 $ 284.8 $ (108.8) Divided by: Total revenues $ 3,253.4 $ 1,333.5 $ — Adjusted EBITDA margin 30.0 % 21.4 % NM (1) Includes other non-operating (income) expense, net, which may be presented in separate line items on the Consolidated Statements of Income and Comprehensive Income.
Biggest changeDecember 31, (in millions, except percentages) 2024 2023 Net income (GAAP) $ 1,311.8 $ 767.4 Less: income from discontinued operations (GAAP) 446.7 48.5 Income from continuing operations (GAAP) 865.1 718.9 Provision for income taxes 245.8 211.5 Interest expense, net 73.3 75.6 Interest income (60.3) (20.1) EBIT 1,123.9 985.9 Exit and disposal, and facility rationalization costs 2.9 7.8 Inventory step-up amortization and transaction costs 15.0 2.0 Impairment charges — 1.8 (Gains) losses from acquisitions and disposals (0.4) 2.8 Gains from insurance (5.0) — Losses from litigation 2.6 1.4 Losses on pension settlement 21.1 — Total non-comparable items 36.2 15.8 Adjusted EBIT 1,160.1 1,001.7 Depreciation 70.2 66.3 Amortization 102.4 84.8 Adjusted EBITDA $ 1,332.7 $ 1,152.8 Divided by: Total revenues $ 5,003.6 $ 4,586.9 Adjusted EBITDA margin 26.6 % 25.1 % 25 Table of Contents Year Ended December 31, 2024 (in millions, except percentages) CCM CWT Corporate and unallocated Operating income (loss) (GAAP) $ 1,084.3 $ 173.6 $ (114.8) Non-operating expense (income), net 0.8 (1.3) 19.7 EBIT 1,083.5 174.9 (134.5) Exit and disposal, and facility rationalization costs 1.7 1.2 — Inventory step-up amortization and transaction costs 1.9 2.7 10.4 Gains from acquisitions and disposals — (0.4) — Gains from insurance (5.0) — — Losses from litigation 1.0 1.6 — Losses on pension settlement — — 21.1 Total non-comparable items (0.4) 5.1 31.5 Adjusted EBIT 1,083.1 180.0 (103.0) Depreciation 51.5 17.1 1.6 Amortization 29.2 71.2 2.0 Adjusted EBITDA $ 1,163.8 $ 268.3 $ (99.4) Divided by: Total revenues $ 3,704.3 $ 1,299.3 $ — Adjusted EBITDA margin 31.4 % 20.6 % NM Year Ended December 31, 2023 (in millions, except percentages) CCM CWT Corporate and unallocated Operating income (loss) (GAAP) $ 913.9 $ 187.9 $ (119.0) Non-operating (income) expense, net (0.4) 0.2 (2.9) EBIT 914.3 187.7 (116.1) Exit and disposal, and facility rationalization costs 5.1 2.7 — Inventory step-up amortization and transaction costs — 0.5 1.5 Impairment charges — 1.8 — Losses (gains) from acquisitions and disposals 0.4 2.5 (0.1) Losses (gains) from litigation — 1.5 (0.1) Total non-comparable items 5.5 9.0 1.3 Adjusted EBIT 919.8 196.7 (114.8) Depreciation 45.0 17.5 3.8 Amortization 12.0 70.6 2.2 Adjusted EBITDA $ 976.8 $ 284.8 $ (108.8) Divided by: Total revenues $ 3,253.4 $ 1,333.5 $ — Adjusted EBITDA margin 30.0 % 21.4 % NM Outlook Revenues Our expectations for segment revenues in 2025 follows: 2025 Revenues Primary Drivers Carlisle Construction Materials Mid single-digit growth • Continued strength in re-roofing • Full year of MTL Carlisle Weatherproofing Technologies High single-digit growth • Market share gains • Acquisitions of PFB and ThermaFoam Total Carlisle Mid single-digit growth 26 Table of Contents Cash Flows Our priorities for the use of cash are to invest in growth and performance improvement opportunities for our existing businesses through capital expenditures, pursue strategic acquisitions that meet our stockholder return criteria, pay dividends to stockholders and return value to stockholders through share repurchases.
Subsequent Measurement of Goodwill Goodwill is not amortized but is tested annually, or more often if impairment indicators are present, for impairment at a reporting unit level. Goodwill is tested for impairment via a one-step process by comparing the fair value of goodwill with its carrying value.
Subsequent Measurement of Goodwill Goodwill is not amortized but is tested for impairment annually, or more often if impairment indicators are present, at a reporting unit level. Goodwill is tested for impairment via a one-step process by comparing the fair value of goodwill with its carrying value.
Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and its reported amounts in the financial statements, which will result in taxable or deductible amounts in the future.
Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and amounts reported in the financial statements, which will result in taxable or deductible amounts in the future.
In particular, the discount rates selected are compared to and evaluated with (i) the industry weighted-average cost of capital, (ii) the inherent risks associated with each type of asset and (iii) the level and timing of future cash flows appropriately reflecting market participant assumptions. As noted above, goodwill represents a residual amount of purchase price.
In particular, the discount rates selected are compared to and evaluated with (i) 22 Table of Contents the industry weighted-average cost of capital, (ii) the inherent risks associated with each type of asset and (iii) the level and timing of future cash flows appropriately reflecting market participant assumptions. As noted above, goodwill represents a residual amount of purchase price.
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 31 Table of Contents 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.
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; the 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.
Capital expenditures in 2024 are expected to be approximately $160 million to $180 million. Planned capital expenditures for 2024 include new product and capacity expansion, business sustaining projects and cost reduction efforts. Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Capital expenditures in 2025 are expected to be approximately $150 million. Planned capital expenditures for 2025 include new product and capacity expansion, business sustaining projects and cost reduction efforts. Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
For the November 1, 2023 impairment test, the CCM - Commercial Roofing, CCM - Architectural Metals, and CWT reporting units were tested for impairment using a qualitative approach.
For the November 1, 2024 impairment test, the CCM - Commercial Roofing, CCM - Architectural Metals, CCM - Europe, and CWT reporting units were tested for impairment using a qualitative approach.
Through the results of our analysis, we determined that it is not more likely than not that the fair value of the aforementioned reporting units were less than their carrying values and thus, a quantitative analysis was not performed.
The results of our analysis indicated that it is not more likely than not that the fair value of the aforementioned reporting units were less than their carrying values and thus, a quantitative analysis was not performed.
The key techniques and assumptions generally include: Valuation Technique Key Assumptions Discounted future cash flows • Estimated future revenues • EBITDA margins • Discount rates Market multiple method • Peer public company group • Financial performance of reporting units relative to peer public company group 26 Table of Contents We have determined that we have four reporting units and have allocated goodwill to those following reporting units as follows: (in millions) December 31, 2023 December 31, 2022 Carlisle Construction Materials - Commercial Roofing $ 848.9 848.9 Carlisle Construction Materials - Architectural Metals 59.5 59.5 Carlisle Construction Materials - Europe 26.3 24.4 Carlisle Weatherproofing Technologies 267.8 244.8 Total $ 1,202.5 $ 1,177.6 Annual Impairment Test We test our goodwill for impairment annually as of November 1.
The key techniques and assumptions generally include: Valuation Technique Key Assumptions Discounted future cash flows • Estimated future revenues • EBITDA margins • Discount rates Market multiple method • Peer public company group • Financial performance of reporting units relative to peer public company group We have determined that we have four reporting units and have allocated goodwill to those reporting units as follows: (in millions) December 31, 2024 December 31, 2023 Carlisle Construction Materials - Commercial Roofing $ 848.9 $ 848.9 Carlisle Construction Materials - Architectural Metals 200.5 59.5 Carlisle Construction Materials - Europe 23.8 26.3 Carlisle Weatherproofing Technologies 404.8 267.8 Total $ 1,478.0 $ 1,202.5 Annual Impairment Test We test our goodwill for impairment annually as of November 1.
The most critical areas of judgment in applying the acquisition method include selecting the appropriate valuation techniques and assumptions that are used to measure the acquired assets and assumed liabilities at fair value, particularly for intangible assets, contingent consideration, acquired tangible assets such as property, plant and equipment, and inventory. 25 Table of Contents The key techniques and assumptions utilized by type of major acquired asset or liability generally include: Asset/Liability Typical Valuation Technique Key Assumptions Technology-based intangible assets Relief from royalty method • Estimated future revenues from acquired technology • Royalty rates that would be paid if licensed from a third-party • Discount rates Customer-based intangible assets Multiple-period excess earnings method • Estimated future revenues from existing customers • Rates of customer attrition • Earnings before interest, taxes, depreciation and amortization ("EBITDA") margins • Discount rates • Contributory asset charges Trademark/trade name intangible assets Relief from royalty method • Estimated future revenues from acquired trademark/trade name • Economic useful lives (definite vs. indefinite) • Royalty rates that would be paid if licensed from a third-party • Discount rates Property, plant & equipment Market comparable transactions (real property) and replacement cost, new less economic depreciation (personal property) • Similarity of subject property to market comparable transactions • Costs of like equipment in new condition • Economic obsolescence rates Inventory Net realizable value less (i) estimated costs of completion and disposal, and (ii) a reasonable profit allowance for the seller • Estimated percentage complete (WIP inventory) • Estimated selling prices • Estimated completion and disposal costs • Estimated profit allowance for the seller Contingent consideration Discounted future cash flows • Future revenues and/or net earnings • Discount rates In selecting techniques and assumptions noted above, we generally engage third-party, independent valuation professionals to assist us in developing the assumptions and applying the valuation techniques to a particular business combination transaction.
The key techniques and assumptions utilized by type of major acquired asset or liability generally include: Asset/Liability Typical Valuation Technique Key Assumptions Technology-based intangible assets Relief from royalty method • Estimated future revenues from acquired technology • Royalty rates that would be paid if licensed from a third-party • Discount rates Customer-based intangible assets Multiple-period excess earnings method • Estimated future revenues from existing customers • Rates of customer attrition • EBITDA margins • Discount rates • Contributory asset charges Trademark/trade name intangible assets Relief from royalty method • Estimated future revenues from acquired trademark/trade name • Economic useful lives (definite vs. indefinite) • Royalty rates that would be paid if licensed from a third-party • Discount rates Property, plant & equipment Market comparable transactions (real property) and replacement cost, new less economic depreciation (personal property) • Similarity of subject property to market comparable transactions • Costs of like equipment in new condition • Economic obsolescence rates Inventory Net realizable value less (i) estimated costs of completion and disposal, and (ii) a reasonable profit allowance for the seller • Estimated percentage complete (WIP inventory) • Estimated selling prices • Estimated completion and disposal costs • Estimated profit allowance for the seller Contingent consideration Discounted future cash flows • Future revenues and/or net earnings • Discount rates In selecting techniques and assumptions noted above, we generally engage third-party, independent valuation professionals to assist us in developing the assumptions and applying the valuation techniques to a particular business combination transaction.
We monitor for significant changes in those assumptions during interim reporting periods. We also periodically re-assess indefinite-lived intangible assets as to whether its useful lives can be determined, and if so, we would begin amortizing any applicable intangible asset. Annual Impairment Test We test our indefinite-lived intangible assets for impairment annually as of November 1.
We also periodically re-assess indefinite-lived intangible assets as to whether their useful lives can be determined, and if so, we would begin amortizing any applicable intangible asset. Annual Impairment Test We test our indefinite-lived intangible assets for impairment annually as of November 1.
These factors include the rate and extent of growth in the markets that our reporting units serve, the realization of future sales price and volume increases, fluctuations in exchange rates, fluctuations in price and availability of key raw materials, future operating efficiencies and, as it pertains to discount rates, the volatility in interest rates and costs of equity.
Factors influencing these estimates include the growth rate and extent in the markets served by our reporting units, the realization of future sales price and volume increases, fluctuations in exchange rates, fluctuations in price and availability of key raw materials, future operating efficiencies and, with respect to discount rates, volatility in interest rates and the cost of equity.
If our adjusted expectations of the revenues of this trade name does not 27 Table of Contents materialize or if the discount rate increases (based on increases in interest rates, market rates of return or market volatility), we may be required to record intangible asset impairment charges, which may be material.
If our expectations of revenues from this trade name do not materialize or if the discount rate increases (based on increases in interest rates, market rates of return or market volatility), we may be required to record intangible asset impairment charges, which may be material. Refer to Note 11 for more information regarding intangible assets.
We will continue to closely monitor actual results versus expectations as well as whether and to what extent any significant changes in current events or conditions result in corresponding changes to our expectations about estimated future cash flows, discount rates and market multiples.
We will continue to closely monitor actual results against expectations and assess whether any significant changes in current events or conditions alter our projections for estimated future cash flows, discount rates and market multiples.
For the November 1, 2023 impairment test, all indefinite-lived intangible assets, except for the Henry trade name within the CWT reportable segment, were tested for impairment using the qualitative approach.
For the November 1, 2024 impairment test, all indefinite-lived intangible assets, except for the Henry trade name related to ASP Henry Holdings, Inc., which we acquired in 2021, within the CWT reportable segment, were tested for impairment using the qualitative approach.
In recognition of this risk, we have provided a valuation allowance of $15.1 million on the deferred tax assets related to these carryforwards. 28 Table of Contents We (1) record unrecognized tax benefits as liabilities in accordance with Accounting Standards Codification 740, Income Taxes ("ASC 740") and (2) adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available.
We (1) record unrecognized tax benefits as liabilities in accordance with Accounting Standards Codification 740, Income Taxes, and (2) adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available.
Intangible assets with indefinite useful lives are not amortized but are tested annually at the appropriate unit of account, which generally equals the individual asset, or more often if impairment indicators are present. Indefinite-lived intangible assets are tested for impairment via a one-step process by comparing the fair value of the intangible asset with its carrying value.
Intangible assets with indefinite useful lives are not amortized but are tested for impairment annually, or more 23 Table of Contents often if impairment indicators are present, at the appropriate unit of account, which is generally the individual asset.
While we believe our conclusions regarding the estimates of fair value of our reporting units are appropriate, these estimates are subject to uncertainty and by nature include judgments and estimates regarding various factors.
While we believe our conclusions regarding the fair value estimates of our reporting units are appropriate, these estimates are inherently uncertain and involve various judgments and assumptions.
We recognize an impairment charge for the amount by which the carrying amount exceeds the intangible asset's fair value. We generally estimate the fair value of our indefinite-lived intangible assets consistent with the techniques noted above using our expectations about future cash flows, discount rates and royalty rates for purposes of the annual test.
We generally estimate the fair value of our indefinite-lived intangible assets consistent with the techniques noted above using our expectations about future cash flows, discount rates and royalty rates for purposes of the annual test. We monitor for significant changes in those assumptions during interim reporting periods.
In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and results of recent operations.
In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and results of recent operations. 24 Table of Contents We believe that it is more likely than not that the benefit from certain U.S. federal, state and foreign net operating loss, and credit carryforwards will not be realized.
Refer to Note 11 for more information regarding intangible assets. Revenue Recognition Revenue is recognized when obligations under the terms of a contract with a customer are satisfied; generally, this occurs with the transfer of control of our products or services.
Revenue Recognition Revenue is recognized when obligations under the terms of a contract with a customer are satisfied; generally, this occurs with the transfer of control of our products or services. Revenue is measured as the amount of total consideration expected to be received in exchange for transferring goods or providing services.
We will continue to closely monitor actual results versus expectations as well as whether and to what extent any significant changes in current events or conditions result in corresponding changes to our expectations about future estimated revenues and discount rates.
The Henry trade name was tested for impairment using the quantitative approach described above, resulting in a fair value that substantially exceeded the carrying value. We will continue to closely monitor actual results against expectations and assess whether any significant changes in current events or conditions alter our projections about future estimated revenues and discount rates.
We review the margins for these categories as contracts, customers and product profiles change over time so that the margin expectations reflect the best available data for each category. Income Taxes Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid.
While CIT’s revenue is no longer disclosed discretely on the consolidated statement of income, it is included in discontinued operations income before income taxes and discretely disclosed in Note 4. Income Taxes Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid.
Removed
The CCM - Europe reporting unit was tested for impairment using the quantitative approach described above, resulting in a fair value that exceeded the carrying value by less than 10%.
Added
The most critical areas of judgment in applying the acquisition method include selecting the appropriate valuation techniques and assumptions that are used to measure the acquired assets and assumed liabilities at fair value, particularly for intangible assets, contingent consideration, acquired tangible assets such as property, plant and equipment, and inventory.
Removed
If our adjusted expectations of the operating results, both in size and timing, of CCM - Europe do not materialize, if the discount rate increases (based on increases in interest rates, market rates of return or market volatility) or if market multiples decline, we may be required to record goodwill impairment charges.
Added
Indefinite-lived intangible assets are tested for impairment via a one-step process by comparing the fair value of the intangible asset with its carrying value. We recognize an impairment charge for the amount by which the carrying amount exceeds the intangible asset's fair value.
Removed
The Henry trade name, with an aggregate carrying value of $218.9 million, was tested for impairment using the quantitative approach described above, resulting in a fair value that exceeded its carrying amount by less than 10%.
Added
The results of our analysis indicated that it is not more likely than not that the fair value of the aforementioned indefinite-lived intangible assets were less than their carrying values and thus, a quantitative analysis was not performed over these assets.
Removed
Revenue is measured as the amount of total consideration expected to be received in exchange for transferring goods or providing services.
Added
Sales, value added and other taxes collected concurrently with revenue-producing activities are excluded from revenue. Our critical judgments and estimates associated with revenue recognition primarily related to a group of customer contracts at our CIT business.
Removed
Sales, value added and other taxes collected concurrently with revenue-producing activities are excluded from revenue. We receive payment at the inception of the contract for separately priced extended service warranties, and revenue is deferred and recognized on a straight-line basis over the life of the contracts. The term of these warranties ranges from five to 40 years.
Added
The profile of these contracts generally included those in which CIT was a contract manufacturer or where CIT entered into an agreement to provide both services (engineering and design) and products resulting from those services and required us to recognize revenue over time, as opposed to a point in time. This required estimates of expected gross margin by customer.
Removed
The weighted average life of the contracts as of December 31, 2023, is approximately 20 years.
Added
In recognition of this risk, we have provided a valuation allowance of $51.7 million on the deferred tax assets related to these carryforwards.
Removed
Additionally, critical judgments and estimates related to revenue recognition relative to certain customer contracts in our CIT and CFT businesses, which are classified as discontinued operations, in which they are contract manufacturers or where they have entered into an agreement to provide both services (engineering and design) and products resulting from those services, include the following: • Determination of whether revenue is earned at a "point-in-time" or "over time": Where contracts provide for the manufacture of highly customized products with no alternative use and provide CIT or CFT the right to payment for work performed to date, including a normal margin for that effort, we have concluded those contracts require the recognition of revenue over time. • For performance obligations satisfied over time, revenue is determined using the input method as we believe that best depicts the transfer of control to the customer, as the customer controls the inventory as it is produced.
Removed
Measurement of revenue uses the key inputs of inventory in our possession and expected gross margin. We believe inventory reflects an appropriate measure of cost incurred to date, relative to total costs, to which we apply an expected gross margin to determine revenues.
Removed
We utilize an estimate of expected gross margin based on historical margin patterns and management’s experience, which may vary based on the customers and end markets being evaluated. There are multiple unique customer contracts at CIT or CFT. Accordingly, the estimate of expected margin is done for each customer discretely.
Removed
We believe that it is more likely than not that the benefit from certain U.S. federal, state and foreign net operating loss, and credit carryforwards will not be realized.
Removed
Extended Product Warranty Reserves We offer extended warranty contracts on sales of certain products, the most significant being those offered on our installed roofing and weatherproofing systems within the CCM and CWT segments. Current costs of services performed under these contracts are expensed as incurred.
Removed
We also record an additional loss and a corresponding reserve if the total expected costs of providing services under the contract exceed unamortized deferred revenues equal to such excess. We estimate total expected warranty costs using actuarially derived estimates of future costs of servicing the warranties.
Removed
The key inputs that are utilized to develop these estimates include historical claims experience by type of product, location, and labor and material costs. The estimates of the volume and severity of these claims and associated costs are dependent upon the above assumptions and future results could differ from our current expectations.
Removed
We currently do not have any material loss reserves recorded associated with our extended product warranties.
Removed
Year Ended December 31, 2022 (in millions, except percentages) CCM CWT Corporate and unallocated Operating income (loss) (GAAP) $ 1,175.0 $ 128.6 $ (98.8) Non-operating expense (income), net (1) 2.0 0.8 (0.8) EBIT 1,173.0 127.8 (98.0) Exit and disposal, and facility rationalization costs 0.1 0.1 — Inventory step-up amortization and transaction costs — — 4.3 Impairment charges — 25.0 0.3 Losses from acquisitions and disposals — 0.3 (0.2) Losses from insurance — 0.3 — Losses from litigation — — 0.1 Total non-comparable items 0.1 25.7 4.5 Adjusted EBIT 1,173.1 153.5 (93.5) Depreciation 38.7 24.1 3.7 Amortization 16.9 73.0 2.2 Adjusted EBITDA $ 1,228.7 $ 250.6 $ (87.6) Divided by: Total revenues $ 3,885.2 $ 1,564.2 $ — Adjusted EBITDA margin 31.6 % 16.0 % NM (1) Includes other non-operating (income) expense, net, which may be presented in separate line items on the Consolidated Statements of Income and Comprehensive Income. 30 Table of Contents Year Ended December 31, 2021 (in millions, except percentages) CCM CWT Corporate and unallocated Operating income (loss) (GAAP) $ 619.9 $ 64.4 $ (110.9) Non-operating expense (income), net (1) 2.5 (0.4) 2.3 EBIT 617.4 64.8 (113.2) Exit and disposal, and facility rationalization costs 0.1 0.4 0.2 Inventory step-up amortization and transaction costs — 24.4 1.9 Impairment charges — — 3.2 Losses from acquisitions and disposals 2.2 — 1.9 Losses from insurance 0.3 0.4 — Losses from litigation — — 0.1 Total non-comparable items 2.6 25.2 7.3 Adjusted EBIT 620.0 90.0 (105.9) Depreciation 36.6 15.7 3.7 Amortization 16.1 45.6 2.0 Adjusted EBITDA $ 672.7 $ 151.3 $ (100.2) Divided by: Total revenues $ 2,846.2 $ 990.5 $ — Adjusted EBITDA margin 23.6 % 15.3 % NM (1) Includes other non-operating (income) expense, net, which may be presented in separate line items on the Consolidated Statements of Income and Comprehensive Income.
Removed
Outlook Revenues Our expectations for segment revenues in 2024 follows: 2024 Revenues Primary Drivers Carlisle Construction Materials ~ +6% • Channel tailwinds following 2023 inventory destocking • Strong contractor backlogs and re-roof demand Carlisle Weatherproofing Technologies ~ +4% • Strong residential demand • Partially offset by headwinds in new non-residential markets Total Carlisle ~ +5% Cash Flows Our priorities for the use of cash are to invest in growth and performance improvement opportunities for our existing businesses through capital expenditures, pursue strategic acquisitions that meet our stockholder return criteria, pay dividends to stockholders and return value to stockholders through share repurchases.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

21 edited+2 added−10 removed23 unchanged
Biggest changeChanges in climate change concerns including GHG emissions, and the regulation of such concerns including climate-related disclosures, could subject the Company to additional costs and restrictions, including increased energy and raw material costs and other compliance requirements which could negatively impact the Company’s reputation, business, capital expenditures, results of operations and financial position.
Biggest changeChanges in climate change concerns including GHG emissions, and the regulation of such concerns including climate-related disclosures, could subject the Company to additional costs and restrictions, including increased energy and raw material costs and other compliance requirements which could negatively impact the Company’s reputation, business, capital expenditures, results of operations and financial position. 10 Table of Contents As of the date of this filing, we 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.
Security breaches of these systems could result in the unauthorized or inappropriate access to confidential information or personal data entrusted to us by our business partners. While we have experienced, and expect to continue to experience, cybersecurity breaches to our information technology systems, none of them to date has had a material impact on the Company.
Security breaches of these systems could result in the unauthorized or inappropriate access to confidential information or personal data entrusted to us by our business partners. While we have experienced, and expect to continue to experience, cybersecurity breaches of our information technology systems, none of the breaches to date has had a material impact on the Company.
Environmental, Regulatory and Legal Risks The Company's operations are subject to risks related to environmental laws and regulations. We are subject to increasingly stringent environmental laws and regulations, including those relating to air emissions, wastewater discharges, and chemical and hazardous waste management and disposal.
Environmental, Regulatory and Legal Risks The Company's operations are subject to risks related to environmental laws and regulations. We are subject to stringent environmental laws and regulations, including those relating to air emissions, wastewater discharges, and chemical and hazardous waste management and disposal.
However, the nature of the Company’s operations and its long history of industrial activities at certain of its current or former facilities, as well as those acquired, could potentially result in material environmental liabilities or asset retirement obligations. 11 Table of Contents Global climate change and related regulations could negatively affect the Company.
However, the nature of the Company’s operations and its long history of industrial activities at certain of its current or former facilities, as well as those acquired, could potentially result in material environmental liabilities or asset retirement obligations. Global climate change and related regulations could negatively affect the Company.
Such restructuring activities may divert management's attention 9 Table of Contents 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.
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.
To date, costs of complying with environmental, health and safety requirements have not been material, and the Company did not have any significant accruals related to potential future costs of environmental remediation as of December 31, 2023 and 2022, nor are any material asset retirement obligations recorded as of that date.
To date, costs of complying with environmental, health and safety requirements have not been material, and the Company did not have any significant accruals related to potential future costs of environmental remediation as of December 31, 2024 and 2023, nor are any material asset retirement obligations recorded as of those dates.
Cybersecurity breaches or significant disruptions of our information technology systems or violations of data privacy laws could adversely affect our business. We rely on information technology systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support critical business processes.
General Risk Factors Cybersecurity breaches or significant disruptions of our information technology systems, increased compliance costs or violations of data privacy laws could adversely affect our business. We rely on information technology systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support critical business processes.
However, any of the aforementioned breaches or disruptions could result in legal claims, liability or penalties under privacy laws or damage to operations or to the Company's reputation, which could adversely affect our business.
However, any of the aforementioned breaches or disruptions or the impacts from changing technologies, including artificial intelligence, could result in legal claims, liability or penalties under privacy laws or damage to operations or to the Company's reputation, which could adversely affect our business.
The Company’s business, financial condition, results of operations and cash flows can be affected by a number of factors 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 business, financial condition, results of operations and cash flows can be affected by a number of factors 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. 8 Table of Contents Strategic, Business and Operational Risks The Company’s earnings growth strategy is partially dependent on the acquisition and successful integration of other businesses.
If we are unable to maintain reliable information technology systems and appropriate controls with respect to privacy and 12 Table of Contents security requirements, we may suffer regulatory consequences that could be costly or otherwise adversely affect our business. Item 1B. Unresolved Staff Comments. None.
If we are unable to maintain reliable information technology systems and appropriate controls with respect to privacy and security requirements, we may suffer regulatory consequences that could be costly or otherwise adversely affect our business.
Strategic, Business and Operational Risks The Company’s earnings growth strategy is partially dependent on the acquisition and successful integration of other businesses. 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.
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.
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 rates and credit availability.
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 rates and credit availability.
Competition in these segments may increase pricing pressure on the Company which may negatively affect operating results in future periods. 10 Table of Contents Raw material costs are a significant component of the Company’s cost structure and are subject to volatility, including cost increases, significant disruptions to the Company's supply chains or significant shortages of materials.
Raw material costs are a significant component of the Company’s cost structure and are subject to volatility, including cost increases, significant disruptions to the Company's supply chains or significant shortages of materials. The Company utilizes petroleum-based products, chemicals, resins and other commodities in its manufacturing processes.
The Company has significant concentrations in the construction market. 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, demographic and population shifts, new housing starts and changes in construction spending by federal, state and local governments.
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.
The Company utilizes petroleum-based products, chemicals, resins and other commodities in its manufacturing processes. Raw materials, including inbound freight, accounted for approximately 67% of the Company’s cost of goods sold in 2023.
Raw materials, including inbound freight, accounted for approximately 66% of the Company’s cost of goods sold in 2024.
For example, the CCM and CWT segments are susceptible to downturns in the commercial construction industry, particularly in the construction repair and replacement sectors, and the CWT segment is susceptible to downturns in the residential construction industry.
For example, the CCM and CWT segments are susceptible to downturns in the commercial construction industry, particularly in the construction repair and replacement sectors, and the CWT segment is susceptible to downturns in the residential construction industry. 9 Table of Contents 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.
If these conditions deteriorate, however, the Company’s business, financial condition, results of operations and cash flows could be adversely affected. The Company is subject to risks arising from international economic, political, legal and business factors. The Company operates in global markets. Approximately 10% of the Company’s revenues in 2023 were generated outside the United States.
If these conditions deteriorate, however, the Company’s business, financial condition, results of operations and cash flows could be adversely affected. The Company has significant concentrations in the construction market. Most of the Company’s revenues and operating income are generated from the construction market.
Additionally, these systems may be disrupted as a result of attacks by computer hackers or viruses, human error or wrongdoing, operational failures or other catastrophic events. The Company leverages its internal information technology infrastructures, and those of its business partners, to enable, sustain and protect its global business interests.
The Company leverages its internal information technology infrastructures, and those of its business partners, to enable, sustain and protect its global business interests.
The CCM and CWT segments compete through pricing, among other factors.
The CCM and CWT segments compete through pricing, among other factors. Competition in these segments may increase pricing pressure on the Company which may negatively affect operating results in future periods.
If dispositions are not completed in a timely manner, there may be a negative effect on the Company’s cash flows and/or the Company’s ability to execute its strategy. Additionally, from time to time, the Company may undertake consolidation and other restructuring projects in an effort to reduce costs and streamline its operations.
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.
General Risk Factors The Company is subject to risks arising from widespread health emergencies. The Company’s businesses operate in market segments impacted by widespread health emergencies, including the COVID-19 pandemic.
The Company’s businesses operate in market segments that could be impacted by widespread health emergencies.
Removed
Failure to successfully complete dispositions or restructuring activities could negatively affect the Company. From time to time, the Company, as part of its commitment to concentrate on its core business, may dispose of all or a portion of certain businesses.
Added
Additionally, these systems may be disrupted as a result of attacks by computer hackers or viruses, human error or wrongdoing, operational failures or other catastrophic events. Cyber threats and the techniques used in cyberattacks change, develop and evolve rapidly, including from emerging technologies, such as advanced forms of artificial intelligence.
Removed
Such dispositions involve a number of risks and present financial, managerial and operational challenges, including diversion of management's attention from the Company’s core businesses, increased expense associated with the dispositions, potential disputes with the customers or suppliers of the disposed businesses, potential disputes with the acquirers of the disposed businesses and a potential dilutive effect on the Company’s earnings per share.
Added
New laws that may restrict use or sharing of data or otherwise regulate artificial intelligence and machine learning may also lead to significant increases in the Company's cost of compliance or otherwise adversely affect our business. The Company is subject to risks arising from widespread health emergencies.
Removed
In addition, to compete globally, both of the Company’s segments have manufacturing facilities outside the United States. In 2023, approximately 11% of cost of goods sold was derived from facilities outside of the United States.
Removed
The Company’s reliance on international revenues and international manufacturing bases exposes its business, financial condition, operating results and cash flows to a number of risks, including price and currency controls; government embargoes or foreign trade restrictions, including import and export tariffs; extraterritorial effects of U.S. laws such as the Foreign Corrupt Practices Act; expropriation of assets; war, civil uprisings, acts of terror and riots; political instability; nationalization of private enterprises; hyperinflationary conditions; the necessity of obtaining governmental approval for new and continuing products and operations, currency conversion or repatriation of assets; legal systems of decrees, laws, taxes, regulations, interpretations and court decisions that are not always fully developed and that may be retroactively or arbitrarily applied; cost and availability of international labor, materials and shipping channels; and customer loyalty to local companies.
Removed
Currency fluctuation could have a material impact on the Company’s reported results of business operations. The Company’s global revenues and other activities are translated into U.S. Dollars ("USD") for reporting purposes. The strengthening or weakening of the USD could result in unfavorable translation effects as the results of transactions in foreign countries are translated into USD.
Removed
In addition, sales and purchases in currencies other than our subsidiaries' functional currencies (primarily the USD, Euro, Chinese Renminbi and British Pound) expose the Company to fluctuations in foreign currencies relative to those functional currencies.
Removed
Increased strength of the functional currency will decrease the Company’s reported revenues or margins in respect of sales conducted in foreign currencies to the extent the Company is unable or determines not to increase local currency prices. Likewise, decreased strength of the functional currency could have a material adverse effect on the cost of materials and products.
Removed
Many of the Company’s sales that are exported by its USD functional subsidiaries to foreign countries are denominated in USD, reducing currency exposure. However, increased strength of the USD may decrease the competitiveness of our U.S. subsidiaries’ products that are sold in USD within foreign locations.
Removed
The Company has entered into foreign currency forward contracts to mitigate the exposure of certain of our results of operations and cash flows to such fluctuations. See “Part II—Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for a discussion on foreign currency exchange risk.
Removed
As of the date of this filing, we 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.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe dedicated department utilizes documented incident response procedures to become informed of and monitor the prevention, detection, mitigation and remediation of cybersecurity incidents. The dedicated department is comprised of a nine-person staff, several of whose members carry multiple cybersecurity and other security-related certifications. The Company’s internal audit department also provides support to the Company’s cybersecurity processes.
Biggest changeThe dedicated department utilizes documented incident response procedures to become informed of and monitor the prevention, detection, mitigation and remediation of cybersecurity incidents. The dedicated department is comprised of an 11 person staff, several of whose members carry multiple cybersecurity and other security-related certifications. The Company’s internal audit department also provides support to the Company’s cybersecurity processes.
The Company’s cybersecurity processes are managed by a dedicated department led by the Director of Information Security. The Director of Information Security has 10 years of cybersecurity work experience and carries a number of cybersecurity and security-related certifications. The dedicated department is responsible for developing and implementing the strategies, policies and procedures to manage and mitigate cybersecurity risks.
The Company’s cybersecurity processes are managed by a dedicated department led by the Director of Information Security. The Director of Information Security has 11 years of cybersecurity work experience and carries a number of cybersecurity and security-related certifications. The dedicated department is responsible for developing and implementing the strategies, policies and procedures to manage and mitigate cybersecurity risks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe number, location and size of the Company’s principal properties as of December 31, 2023, by segment follows: Number of Facilities Square Footage (in millions) North America Europe Asia Total Owned Leased Carlisle Construction Materials 28 8 — 36 4.4 1.3 Carlisle Weatherproofing Technologies 37 3 — 40 1.9 1.0 Continuing Operations 65 11 — 76 6.3 2.3 Discontinued Operations 14 — 4 18 0.8 1.0 Total 79 11 4 94 7.1 3.3 The Company considers its principal properties, as well as the related machinery and equipment, to be generally well maintained, and suitable and adequate for its intended purposes.
Biggest changeThe number, location and size of the Company’s principal properties as of December 31, 2024, by segment follows: Number of Facilities Square Footage (in millions) North America Europe Total Owned Leased Carlisle Construction Materials 32 10 42 4.6 1.7 Carlisle Weatherproofing Technologies 53 1 54 1.9 1.8 Continuing Operations 85 11 96 6.5 3.5 The Company considers its principal properties, as well as the related machinery and equipment, to be generally well maintained, and suitable and adequate for its intended purposes.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings. The Company is a party to certain lawsuits in the ordinary course of business. Information about legal proceedings is included in Note 16. Item 4. Mine Safety Disclosures. Not applicable. 13 Table of Contents PART II
Biggest changeItem 3. Legal Proceedings. The Company is a party to certain lawsuits in the ordinary course of business. Information about legal proceedings is included in Note 16 and is incorporated into this Part I, Item 3 by reference. Item 4. Mine Safety Disclosures. Not applicable. PART II 12 Table of Contents

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeFinancial Statements and Supplementary Data. 34 Report of Independent Registered Public Accounting Firm (PCAOB ID 34 ) 34 Consolidated Statements of Income and Comprehensive Income 37 Consolidated Balance Sheets 38 Consolidated Statements of Cash Flows 39 Consolidated Statements of Stockholders’ Equity 40 Notes to Consolidated Financial Statements 41
Biggest changeFinancial Statements and Supplementary Data. 29 Report of Independent Registered Public Accounting Firm (PCAOB ID 34 ) 29 Consolidated Statements of Income and Comprehensive Income 32 Consolidated Balance Sheets 33 Consolidated Statements of Cash Flows 34 Consolidated Statements of Stockholders’ Equity 35 Notes to Consolidated Financial Statements 36
Item 4. Mine Safety Disclosures. 13 Part II 14 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 14 Item 6. [Reserved] 15 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 16 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 32 Item 8.
Item 4. Mine Safety Disclosures. 12 Part II 12 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 13 Item 6. [Reserved] 14 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 15 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 27 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeCarlisle S&P MidCap 400 S&P 500 2018 $100.00 $100.00 $100.00 2019 163.09 128.88 124.05 2020 159.85 149.83 138.70 2021 256.76 190.13 170.89 2022 246.28 153.16 146.14 2023 330.65 190.27 167.26 The graph below shows a five-year comparison of cumulative returns for a $100 investment in the Company as compared to the S&P MidCap 400 ® Index and S&P 500 ® Index.
Biggest changeCarlisle S&P MidCap 400 S&P 500 2019 $100.00 $100.00 $100.00 2020 98.01 113.66 118.40 2021 157.44 141.80 152.39 2022 151.01 123.28 124.79 2023 202.75 143.54 157.59 2024 241.57 163.53 197.02 The graph below shows a five-year comparison of cumulative returns for a $100 investment in the Company as compared to the S&P MidCap 400 ® Index and S&P 500 ® Index.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Performance Graph The table below shows how a $100 investment in Carlisle has grown over the five-year period ending December 31, 2023, as compared to a $100 investment in the S&P MidCap 400 ® Index and S&P 500 ® Index.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Performance Graph The table below shows how a $100 investment in Carlisle has grown over the five-year period ending December 31, 2024, as compared to a $100 investment in the S&P MidCap 400 ® Index and S&P 500 ® Index.
The number of beneficial holders is substantially greater than the number of record holders because a significant portion of our common stock is held of record in broker “street names.” Dividends We intend to pay dividends to our stockholders and have increased our dividend rate annually for the past 47 years.
The number of beneficial holders is substantially greater than the number of record holders because a significant portion of our common stock is held of record in broker “street names.” Dividends We intend to pay dividends to our stockholders and have increased our dividend rate annually for the past 48 years.
The graph and corresponding chart assume the investment of $100 in our common stock and each of the indices as of December 31, 2018 and the reinvestment of all dividends.
The graph and corresponding chart assume the investment of $100 in our common stock and each of the indices as of December 31, 2019 and the reinvestment of all dividends.
Market Information The Company’s common stock is traded on the New York Stock Exchange under the ticker symbol "CSL." As of December 31, 2023, there were 1,094 stockholders of record.
Market Information The Company’s common stock is traded on the New York Stock Exchange under the ticker symbol "CSL." As of December 31, 2024, there were 1,046 stockholders of record.
Future dividends remain subject to the discretion of the Board. 14 Table of Contents Issuer Purchases of Equity Securities The Company’s purchases of its common stock during the three months ended December 31, 2023 follows: (in millions, except per share amounts) (a) Total Number of Shares Purchased (1) (b) Average Price Paid Per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) October 0.6 $ 254.53 0.6 8.0 November 0.5 271.26 0.5 7.5 December 0.1 290.94 0.1 7.4 Total 1.2 1.2 (1) The Company may also reacquire shares outside of the repurchase program from time to time in connection with the forfeiture of shares in satisfaction of tax withholding obligations from the vesting of share-based compensation.
Future dividends remain subject to the discretion of the Board. 13 Table of Contents Issuer Purchases of Equity Securities The Company’s purchases of its common stock during the three months ended December 31, 2024 follows: (in millions, except per share amounts) (a) Total Number of Shares Purchased (1) (b) Average Price Paid Per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) October 0.2 $ 449.74 0.2 4.3 November 0.8 447.41 0.8 3.5 December — — — 3.5 Total 1.0 1.0 (1) The Company may also reacquire shares outside of the repurchase program from time to time in connection with the forfeiture of shares in satisfaction of tax withholding obligations from the vesting of share-based compensation.
During the three months ended December 31, 2023, there were less than 0.1 million shares reacquired in transactions outside the repurchase program. (2) Represents the remaining total number of shares that can be repurchased under the Company’s stock repurchase program. On February 2, 2021, the Board approved a 5 million share increase in the Company's stock repurchase program.
During the three months ended December 31, 2024, there were less than 0.1 million shares reacquired in transactions outside the repurchase program. (2) Represents the remaining total number of shares that can be repurchased under the Company’s stock repurchase program.
On January 30, 2024, the Board declared a regular quarterly dividend of $0.85 per share, payable on March 1, 2024, to stockholders of record at the close of business on February 16, 2024.
On January 28, 2025, the Board declared a regular quarterly dividend of $1.00 per share, payable on March 3, 2025, to stockholders of record at the close of business on February 18, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeRevenues by Geographic Area (in millions, except percentages) 2023 2022 2021 United States $ 4,130.1 90.0 % $ 4,924.0 90.4 % $ 3,413.3 89.0 % International: Europe 211.8 252.6 243.9 North America (excluding U.S.) 198.0 225.8 136.5 Asia and Middle East 26.2 24.1 25.5 Africa 7.1 5.9 7.1 Other 13.7 17.0 10.4 Total International 456.8 10.0 % 525.4 9.6 % 423.4 11.0 % Revenues $ 4,586.9 $ 5,449.4 $ 3,836.7 17 Table of Contents Gross Margin 2023 Compared with 2022 (in millions, except percentages) 2023 2022 Change % Gross margin $ 1,634.2 $ 1,866.0 $ (231.8) (12.4) % Gross margin percentage 35.6 % 34.2 % Depreciation and amortization $ 60.9 $ 63.5 Gross margin percentage (gross margin expressed as a percentage of revenues) increased in 2023, driven by operating efficiencies gained through targeted restructuring, strategic sourcing and realized synergies, primarily from the acquisition of Henry on September 1, 2021. 2022 Compared with 2021 (in millions, except percentages) 2022 2021 Change % Gross margin $ 1,866.0 $ 1,095.5 $ 770.5 70.3 % Gross margin percentage 34.2 % 28.6 % Depreciation and amortization $ 63.5 $ 60.2 Gross margin percentage (gross margin expressed as a percentage of revenues) increased in 2022, driven by favorable price to raw materials inflation across both segments.
Biggest changeRevenues by Geographic Area (in millions, except percentages) 2024 2023 United States $ 4,527.2 90.5 % $ 4,130.1 90.0 % International: Europe 237.8 211.8 North America (excluding U.S.) 194.7 198.0 Other 43.9 47.0 Total International 476.4 9.5 % 456.8 10.0 % Revenues $ 5,003.6 $ 4,586.9 Gross Profit (in millions, except percentages) 2024 2023 Change % Gross profit $ 1,887.7 $ 1,634.2 $ 253.5 15.5 % As a percentage of revenues 37.7 % 35.6 % Depreciation and amortization $ 63.1 $ 60.9 Gross profit as a percentage of revenues increased in 2024, driven primarily by volume leverage on strong sales growth in our CCM segment. 16 Table of Contents Selling and Administrative Expenses (in millions, except percentages) 2024 2023 Change % Selling and administrative expenses $ 722.8 $ 625.2 $ 97.6 15.6 % As a percentage of revenues 14.4 % 13.6 % Depreciation and amortization $ 107.9 $ 88.8 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.
Investing Activities Cash provided by investing activities of $352.4 million for 2023 primarily reflected net cash received from the sale of CFT of $510.6 million and proceeds from the sale of assets of $19.0 million, partially offset by capital expenditures of $142.2 million and the acquisition of a business for $36.1 million.
Cash provided by investing activities of $352.4 million for 2023 primarily reflected net cash received from the sale of CFT of $510.6 million and proceeds from the sale of assets of $19.0 million, partially offset by capital expenditures of $142.2 million and the use of $36.1 million for the acquisition of a business.
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.
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 also anticipate we will have sufficient cash on hand, availability under the Facility 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 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 believe we have sufficient cash on hand, availability under the Facility 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, common stock repurchases, acquisitions and strategic investments.
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 have unsecured senior notes outstanding of $400.0 million due December 1, 2024 (at a stated interest rate of 3.5%), $600.0 million due December 1, 2027 (at a stated interest rate of 3.75%), $750 million due March 1, 2030 (at a stated interest rate of 2.75%) and $550.0 million due March 1, 2032 (at a stated interest rate of 2.20%) that are rated BBB by Standard & Poor’s and Baa2 by Moody’s.
We also have unsecured senior notes outstanding of $600.0 million due December 1, 2027 (at a stated interest rate of 3.75%), $750 million due March 1, 2030 (at a stated interest rate of 2.75%) and $550.0 million due March 1, 2032 (at a stated interest rate of 2.20%), each of which are rated BBB by Standard & Poor’s and Baa2 by Moody’s.
The increase in cash and cash equivalents compared to December 31, 2022, is primarily related to cash received from the sale of the CFT business and cash generated from operations, partially offset by cash used on share repurchases, repayment of senior notes, capital expenditures and payment of dividends to stockholders.
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.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 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.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 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.
Segment Results of Operations Carlisle Construction Materials (“CCM”) This segment produces a complete line of premium energy-efficient single-ply roofing products and warranted roof systems and accessories for the commercial building industry, including ethylene propylene diene monomer (“EPDM”), thermoplastic polyolefin (“TPO”) and polyvinyl chloride (“PVC”) membrane, polyisocyanurate ("polyiso") insulation, and engineered metal roofing and wall panel systems for commercial and residential buildings.
Refer to Note 4 for additional information related to discontinued operations. 18 Table of Contents Segment Results of Operations Carlisle Construction Materials This segment produces a complete line of premium energy-efficient single-ply roofing products and warranted roof systems and accessories for the commercial building industry, including ethylene propylene diene monomer (“EPDM”), thermoplastic polyolefin (“TPO”) and polyvinyl chloride (“PVC”) membrane, polyisocyanurate ("polyiso") insulation, and engineered metal roofing and wall panel systems for commercial and residential buildings.
(in millions, except percentages) 2023 2022 Change % Organic Acquisition Exchange Rate Revenues $ 1,333.5 $ 1,564.2 $ (230.7) (14.7) % (14.7) % 0.2 % (0.2) % Operating income $ 187.9 $ 128.6 $ 59.3 46.1 % Operating margin 14.1 % 8.2 % Adjusted EBITDA (1) $ 284.8 $ 250.6 Adjusted EBITDA margin (1) 21.4 % 16.0 % (1) Adjusted EBITDA and adjusted EBITDA margin are intended to provide investors and others with information about Carlisle's and our 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.
(in millions, except percentages) 2024 2023 Change % Organic Acquisition Exchange Rate Revenues $ 1,299.3 $ 1,333.5 $ (34.2) (2.6) % (3.7) % 1.2 % (0.1) % Operating income $ 173.6 $ 187.9 $ (14.3) (7.6) % Operating margin 13.4 % 14.1 % Adjusted EBITDA (1) $ 268.3 $ 284.8 Adjusted EBITDA margin (1) 20.6 % 21.4 % (1) Adjusted EBITDA and adjusted EBITDA margin are intended to provide investors and others with information about Carlisle's and our segments' performance without the effects 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.
In addition, 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 $5.8 million in anticipation of those taxes as of December 31, 2023.
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.
The Company plans to continue to repurchase shares in 2024 on an opportunistic basis. Debt Instruments Senior Notes On September 1, 2023, the Company redeemed in full the 2023 Notes at the redemption price of $300.8 million, consisting of the principal amount of $300.0 million and $0.8 million of interest.
The Company plans to continue to repurchase shares in 2025 on an opportunistic basis. Debt Instruments Senior Notes On December 1, 2024, the Company redeemed in full the 2024 Notes at the redemption price of $407.0 million, consisting of the principal amount of $400.0 million and $7.0 million of interest.
(in millions, except percentages) 2023 2022 Change % Organic Acquisition Exchange Rate Revenues $ 3,253.4 $ 3,885.2 $ (631.8) (16.3) % (16.3) % — % — % Operating income $ 913.9 $ 1,175.0 $ (261.1) (22.2) % Operating margin 28.1 % 30.2 % Adjusted EBITDA (1) $ 976.8 $ 1,228.7 Adjusted EBITDA margin (1) 30.0 % 31.6 % (1) Adjusted EBITDA and adjusted EBITDA margin are intended to provide investors and others with information about Carlisle's and our 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.
(in millions, except percentages) 2024 2023 Change % Organic Acquisition Exchange Rate Revenues $ 3,704.3 $ 3,253.4 $ 450.9 13.9 % 11.2 % 2.7 % — % Operating income $ 1,084.3 $ 913.9 $ 170.4 18.6 % Operating margin 29.3 % 28.1 % Adjusted EBITDA (1) $ 1,163.8 $ 976.8 Adjusted EBITDA margin (1) 31.4 % 30.0 % (1) Adjusted EBITDA and adjusted EBITDA margin are intended to provide investors and others with information about Carlisle's and our segments' performance without the effects 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.
We evaluate our estimates, including those related to goodwill and indefinite-lived intangible assets, valuation of long-lived assets, revenue recognition, income taxes and extended product warranties on an ongoing basis.
We evaluate our estimates, including those related to business combinations, goodwill and indefinite-lived intangible assets, revenue recognition, and income taxes on an ongoing basis.
Sources and Uses of Cash and Cash Equivalents (in millions) 2023 2022 2021 Net cash provided by operating activities $ 1,201.3 $ 1,000.9 $ 421.7 Net cash provided by (used in) investing activities 352.4 (61.1) (1,486.4) Net cash (used in) provided by financing activities (1,349.7) (862.0) 488.1 Effect of foreign currency exchange rate changes on cash 1.5 (2.2) (1.2) Change in cash and cash equivalents $ 205.5 $ 75.6 $ (577.8) Operating Activities We generated operating cash flows totaling $1,201.3 million for 2023 (including working capital sources of $107.6 million), compared with $1,000.9 million for 2022 (including working capital uses of $222.0 million).
Sources and Uses of Cash and Cash Equivalents (in millions) 2024 2023 Net cash provided by operating activities $ 1,030.3 $ 1,201.3 Net cash provided by investing activities 1,229.6 352.4 Net cash used in financing activities (2,110.2) (1,349.7) Effect of foreign currency exchange rate changes on cash (1.7) 1.5 Change in cash and cash equivalents $ 148.0 $ 205.5 Operating Activities 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).
Interest Expense, net 2023 Compared with 2022 (in millions, except percentages) 2023 2022 Change % Interest expense, net $ 75.6 $ 85.9 $ (10.3) (12.0) % Interest expense, net of capitalized interest, decreased during 2023 primarily reflecting lower long-term debt balances associated with the redemption in full of $350.0 million of our 3.75% unsecured senior notes due November 15, 2022 (the "2022 Notes") in October 2022 and the redemption in full of $300.0 million of our 0.55% unsecured senior notes due September 1, 2023 (the "2023 Notes") in September 2023.
Interest Expense, net (in millions, except percentages) 2024 2023 Change % Interest expense, net $ 73.3 $ 75.6 $ (2.3) (3.0) % Interest expense, net of capitalized interest, decreased during 2024 primarily reflecting lower long-term debt balances associated with the redemption in full of $300.0 million of our 0.55% unsecured senior notes due September 1, 2023 (the "2023 Notes") in September 2023 and 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.
Generally Accepted Accounting Principles (“GAAP”), the Company’s management must make informed decisions which impact the reported amounts and related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and assumptions on which to base estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities.
Such 21 Table of Contents decisions include the selection of the appropriate accounting principles to be applied and assumptions on which to base estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities.
Research and Development Expenses 2023 Compared with 2022 (in millions, except percentages) 2023 2022 Change % Research and development expenses $ 28.7 $ 19.0 $ 9.7 51.1 % As a percentage of revenues 0.6 % 0.3 % Depreciation and amortization $ 1.4 $ 1.5 Research and development expenses were higher in 2023 primarily reflecting higher new product development expenses of $6.8 million at our CCM segment and $2.9 million at our CWT segment. 18 Table of Contents 2022 Compared with 2021 (in millions, except percentages) 2022 2021 Change % Research and development expenses $ 19.0 $ 16.4 $ 2.6 15.9 % As a percentage of revenues 0.3 % 0.4 % Depreciation and amortization $ 1.5 $ 1.3 Research and development expenses were higher in 2022 primarily reflecting higher new product development expenses of $2.2 million at our CWT segment and $0.4 million at our CCM segment.
Research and Development Expenses (in millions, except percentages) 2024 2023 Change % Research and development expenses $ 35.4 $ 28.7 $ 6.7 23.3 % As a percentage of revenues 0.7 % 0.6 % Depreciation and amortization $ 1.6 $ 1.4 Research and development expenses were higher in 2024 primarily reflecting an increase in new product development expenses of $5.7 million at our CCM segment and $1.0 million at our CWT segment.
Revolving Credit Facility During 2023, we had $84.0 million in borrowings and repayments under the Facility with a weighted average interest rate of 6.61%. During 2022, we had no borrowings or repayments under the Facility.
Revolving Credit Facility During 2024, we had $22.0 million in borrowings and repayments under the Credit Agreement with a weighted average interest rate of 8.50%. During 2023, we had $84.0 million in borrowings and repayments under the Company's Fourth Amended and Restated Credit Agreement, as amended (the "Prior Credit Agreement"), with a weighted average interest rate of 6.61%.
Income Taxes 2023 Compared with 2022 (in millions, except percentages) 2023 2022 Change % Provision for income taxes $ 211.5 $ 265.7 $ (54.2) (20.4) % Effective tax rate 22.7 % 23.6 % The provision for income taxes on continuing operations for 2023 is lower than 2022, primarily reflecting lower pre-tax income which equated to lower taxes of $54.2 million.
Income Taxes (in millions, except percentages) 2024 2023 Change % Provision for income taxes $ 245.8 $ 211.5 $ 34.3 16.2 % Effective tax rate 22.1 % 22.7 % The provision for income taxes on continuing operations for 2024 is higher than 2023, primarily reflecting higher pre-tax income which equated to higher taxes of $34.3 million.
Liquidity and Capital Resources A summary of our cash and cash equivalents by region follows: (in millions) December 31, 2023 December 31, 2022 Europe $ 14.0 $ 19.5 North America (excluding U.S.) 34.1 14.2 China 9.8 3.4 International cash and cash equivalents 57.9 37.1 U.S. cash and cash equivalents 518.8 327.7 Total cash and cash equivalents $ 576.7 $ 364.8 We maintain liquidity sources primarily consisting of cash and cash equivalents as well as availability under the Company's Fourth Amended and Restated Credit Agreement (as amended, the "Facility").
CWT’s operating margin and adjusted EBITDA margin decrease in 2024 primarily reflected higher operating costs to support longer term growth initiatives. 19 Table of Contents Liquidity and Capital Resources A summary of our cash and cash equivalents by region follows: (in millions) December 31, 2024 December 31, 2023 North America (excluding U.S.) $ 23.4 $ 34.1 Europe 8.7 14.0 Asia 3.3 9.8 International cash and cash equivalents 35.4 57.9 U.S. cash and cash equivalents 718.1 518.8 Total cash and cash equivalents $ 753.5 $ 576.7 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").
Financing Activities Cash used in financing activities of $1,349.7 million for 2023 primarily reflected share repurchases of $900.0 million, the redemption of the 2023 Notes of $300.0 million and cash dividend payments of $160.3 million, reflecting the increased annual dividend rate of $3.40 per share.
Cash used in financing activities of $1,349.7 million for 2023 primarily reflected share repurchases of $900.0 million, the redemption of the 2023 Notes of $300.0 million and cash dividend payments of $160.3 million. Share Repurchases On August 3, 2023, the Board approved a 7.5 million share increase in the Company's share repurchase program.
Operating Income 2023 Compared with 2022 (in millions, except percentages) 2023 2022 Change % Operating income $ 982.8 $ 1,204.8 $ (222.0) (18.4) % Operating margin percentage 21.4 % 22.1 % Refer to Segment Results of Operations within this MD&A for further information related to segment operating income results. 2022 Compared with 2021 (in millions, except percentages) 2022 2021 Change % Operating income $ 1,204.8 $ 573.4 $ 631.4 110.1 % Operating margin percentage 22.1 % 14.9 % Refer to Segment Results of Operations within this MD&A for further information related to segment operating income results.
Operating Income (in millions, except percentages) 2024 2023 Change % Operating income $ 1,143.1 $ 982.8 $ 160.3 16.3 % Operating margin percentage 22.8 % 21.4 % Refer to Segment Results of Operations within this MD&A for further information related to segment operating income results.
As of December 31, 2023 and December 31, 2022, there were no borrowings under the Facility and $1.0 billion of availability. 24 Table of Contents Debt Covenants We are required to meet various covenants and limitations under our senior notes and Facility, including certain leverage ratios, interest coverage ratios and limits on outstanding debt balances held by certain subsidiaries.
Debt Covenants We are required to meet various covenants and limitations under our senior notes and Credit Agreement, including certain leverage ratios, interest coverage ratios and limits on outstanding debt balances held by certain subsidiaries. We were in compliance with all covenants and limitations as of December 31, 2024 and 2023.
Income from Discontinued Operations 2023 Compared with 2022 (in millions, except percentages) 2023 2022 Change % Income from discontinued operations before taxes $ 21.7 $ 66.6 $ (44.9) NM (Benefit from) provision for income taxes (26.8) 0.6 Income from discontinued operations $ 48.5 $ 66.0 Income from discontinued operations in 2023 primarily reflects operating results from the CIT and Carlisle Fluid Technologies ("CFT") businesses of $141.6 million, partially offset by the loss on sale of CFT, net of tax, of $61.8 and an impairment of goodwill of $24.8 million.
Income from Discontinued Operations (in millions, except percentages) 2024 2023 Change % Income from discontinued operations before taxes $ 480.3 $ 21.7 $ 458.6 NM Provision for (benefit from) income taxes 33.6 (26.8) Income from discontinued operations $ 446.7 $ 48.5 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.
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 3.5 million shares in 2023 as part of our plan to return capital to stockholders, utilizing $900.0 million of our cash on hand. As of December 31, 2023, we had authority to repurchase 7.4 million shares.
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.
We also raised our dividend for the 47 th consecutive year using cash generated from operations to return $160.3 million to stockholders in the form of cash dividends. 16 Table of Contents Summary Financial Results (in millions, except per share amounts and percentages) 2023 2022 2021 Revenues $ 4,586.9 $ 5,449.4 $ 3,836.7 Operating income $ 982.8 $ 1,204.8 $ 573.4 Operating margin 21.4 % 22.1 % 14.9 % Income from continuing operations $ 718.9 $ 858.0 $ 385.6 Income from discontinued operations $ 48.5 $ 66.0 $ 36.1 Diluted earnings per share attributable to common shares: Income from continuing operations $ 14.22 $ 16.30 $ 7.23 Income from discontinued operations $ 0.96 $ 1.26 $ 0.68 Adjusted EBITDA (1) $ 1,152.8 $ 1,391.7 $ 723.8 Adjusted EBITDA margin (1) 25.1 % 25.5 % 18.9 % (1) Adjusted EBITDA and adjusted EBITDA margin are intended to provide investors and others with information about Carlisle's and our 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.
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. 15 Table of Contents Summary Financial Results (in millions, except per share amounts and percentages) 2024 2023 Revenues $ 5,003.6 $ 4,586.9 Operating income $ 1,143.1 $ 982.8 Operating margin 22.8 % 21.4 % Income from continuing operations $ 865.1 $ 718.9 Income from discontinued operations $ 446.7 $ 48.5 Diluted earnings per share attributable to common shares: Income from continuing operations $ 18.34 $ 14.22 Income from discontinued operations $ 9.48 $ 0.96 Adjusted EBITDA (1) $ 1,332.7 $ 1,152.8 Adjusted EBITDA margin (1) 26.6 % 25.1 % (1) Adjusted EBITDA and adjusted EBITDA margin are intended to provide investors and others with information about Carlisle's and our segments' performance without the effects 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.
Cash used in financing activities of $862.0 million for 2022 primarily reflected share repurchases of $400.0 million, the redemption of the 2022 Notes of $350.0 million and cash dividend payments of $134.4 million.
Financing Activities Cash used in financing activities of $2,110.2 million for 2024 primarily reflected share repurchases of $1,585.9 million, the redemption of the 2024 Notes of $400.0 million and cash dividend payments of $172.4 million, reflecting the increased annual dividend rate of $4.00 per share.
Refer to Non-GAAP Financial Measures in this MD&A for more information about, and a detailed reconciliation of, these items. CWT’s revenue decreased in 2023 primarily reflecting broad market underperformance from project delays and uncertainty caused by higher interest rates.
Refer to Non-GAAP Financial Measures in this MD&A for more information about, and a detailed reconciliation of, these items. 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.
Carlisle Weatherproofing Technologies ("CWT") This segment produces building envelope solutions that drive energy efficiency and sustainability in commercial and residential applications.
CCM’s operating margin and adjusted EBITDA margin increase in 2024 primarily reflected the volume leverage on higher sales. Carlisle Weatherproofing Technologies This segment produces building envelope solutions that drive energy efficiency and sustainability in commercial and residential applications.
We were in compliance with all covenants and limitations as of December 31, 2023 and 2022. Refer to Note 13 for further information on our debt instruments. Critical Accounting Estimates Our significant accounting policies are more fully described in Note 1. In preparing the Consolidated Financial Statements in conformity with U.S.
Refer to Note 13 for further information on our debt instruments. Critical Accounting Estimates Our significant accounting policies are more fully described in Note 1. In preparing the Consolidated Financial Statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”), the Company’s management must make informed decisions which impact the reported amounts and related disclosures.
Consolidated Results of Operations Revenues 2023 Compared with 2022 (in millions, except percentages) 2023 2022 Change % Organic Acquisition Exchange Rate Revenues $ 4,586.9 $ 5,449.4 $ (862.5) (15.8) % (15.8) % — % — % The decrease in revenues in 2023 primarily reflects lower sales in the non-residential construction end market of $667.6 million and residential construction end market of $128.4 million, as project delays and uncertainty caused by higher interest rates during the year led to a broad market underperformance and distributors continued to adjust inventory to pre-pandemic levels.
Consolidated Results of Operations Revenues (in millions, except percentages) 2024 2023 Change % Organic Acquisition Exchange Rate Revenues $ 5,003.6 $ 4,586.9 $ 416.7 9.1 % 6.8 % 2.3 % — % The increase in revenues in 2024 primarily reflects higher sales in the non-residential construction end market of $468.6 million as continued inventory normalization and growing re-roof activity led to increased construction activity offset by lower sales in the residential construction end market of $58.1 million.
Refer to Non-GAAP Financial Measures in this MD&A for more information about, and a detailed reconciliation of, these items. CCM’s revenue decreased in 2023 primarily reflecting lower sales in non-residential end market of $597.8 million from project delays and uncertainty caused by higher interest rates, and prolonged distributor destocking during the 21 Table of Contents first part of the year.
Refer to Non-GAAP Financial Measures in this MD&A for more information about, and a detailed reconciliation of, these items. 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.
Interest Income 2023 Compared with 2022 (in millions, except percentages) 2023 2022 Change % Interest income $ (20.1) $ (6.8) $ (13.3) 195.6 % Interest income increased during 2023 primarily relating to higher yields compared to the prior year. 2022 Compared with 2021 (in millions, except percentages) 2022 2021 Change % Interest income $ (6.8) $ (1.1) $ (5.7) 518.2 % Interest income increased during 2022 primarily relating to higher yields and a higher invested cash balance compared to the prior year.
Refer to Note 13 for further information on our long-term debt. 17 Table of Contents Interest Income (in millions, except percentages) 2024 2023 Change % Interest income $ (60.3) $ (20.1) $ (40.2) 200.0 % Interest income increased during 2024 primarily relating to higher 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 Operating (Income) Expense, net 2023 Compared with 2022 (in millions, except percentages) 2023 2022 Change % Other operating (income) expense, net $ (2.5) $ 18.7 $ (21.2) NM The change in other operating (income) expense, net, primarily reflected intangible asset impairments of $18.6 million and fixed asset impairments of $6.2 million recorded in 2022 in our rubber asset group partially offset by an increase in the loss on sale of fixed assets of $2.3 million in 2023 compared to 2022. 2022 Compared with 2021 (in millions, except percentages) 2022 2021 Change % Other operating expense (income), net $ 18.7 $ (2.1) $ 20.8 NM The change in other operating expense (income), net, primarily reflected intangible asset impairments of $18.6 million and fixed asset impairments of $6.2 million recorded in 2022 in our rubber asset group partially offset by an impairment loss of $3.2 million recorded in 2021.
Other Operating Income, net (in millions, except percentages) 2024 2023 Change % Other operating income, net $ (13.6) $ (2.5) $ (11.1) NM 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.
Other Non-operating (Income) Expense, net 2023 Compared with 2022 (in millions, except percentages) 2023 2022 Change % Other non-operating (income) expense, net $ (3.1) $ 2.0 $ (5.1) NM Other non-operating (income) expense, net in 2023 primarily reflected favorable changes to Rabbi Trust investments of $3.3 million and favorable changes in foreign currencies against the U.S.
Other Non-Operating Expense (Income), net (in millions, except percentages) 2024 2023 Change % Other non-operating expense (income), net $ 19.2 $ (3.1) $ 22.3 NM 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.
Higher operating cash flows of $200.4 million in 2023 primarily reflected lower working capital uses of $329.6 million related to decreased inventory of $323.2 million, reflecting reduced purchases to manage inventory balances, partially offset by lower net income of $156.6 million as a result of a decline in revenues.
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.
Removed
All references to “Notes” refer to our Notes to Consolidated Financial Statements in this Annual Report on Form 10-K. Executive Overview We are pleased by the Carlisle team’s results, achieving full year 2023 income from continuing operations of $718.9 million, an operating margin of 21.4% and an adjusted EBITDA margin of 25.1%.
Added
All references to “Notes” refer to our Notes to Consolidated Financial Statements in this Annual Report on Form 10-K. For more information regarding our consolidated results, segment results, and liquidity and capital resources for the year ended December 31, 2023 as compared to the year ended December 31, 2022, refer to "Part II—Item 7.
Removed
Despite destocking by distributors and contractors during the first half of the year, Carlisle had a strong finish to 2023 with results driven by stronger CCM sales and higher profitability at CWT.
Added
Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 2023 Annual Report on Form 10-K (the "2023 Annual Report on Form 10-K"). Executive Overview 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.
Removed
We continue to emphasize execution in our businesses through the Carlisle Operating System ("COS"), providing value to our customers by delivering innovative solutions for the building envelope, and delivering the Carlisle Experience to our customers.
Added
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.
Removed
With our strong finish to 2023 and the end of the past year’s inventory destocking in our channels, our team enters 2024 energized and clearly aligned with our recently launched Vision 2030. The announced sale agreement of our Carlisle Interconnect Technologies ("CIT") business serves as a critical last step in our pivot to a best-in-class pure play building products company.
Added
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.
Removed
As part of our capital allocation philosophy, we made the strategic decision in 2021 to allocate future cash flow and human capital to maximize total returns by focusing on our building products businesses, which have consistently delivered the highest returns.
Added
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.
Removed
With the expected proceeds from the sale, we begin 2024 with an eye toward significant value creation to deliver another year of superior returns to our stockholders. We expect combined benefits from a backlog of roofing projects due to constrained labor and tailwinds from prior year customer destocking to help mitigate potential macro-economic risks.
Added
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.
Removed
We have entered 2024 with a positive growth outlook that we believe is reasonable, achievable and fully supported by our Vision 2030 strategic objectives. We are confident that innovation with a focus on energy efficiency and labor-saving solutions puts us on the right path to drive above-market growth and earn a premium price in the marketplace.
Added
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.
Removed
We remain balanced and disciplined in our approach to capital deployment and plan to elevate our level of capital expenditures and research and development to drive future growth. We continue to manage an active merger and acquisition pipeline focused on synergistic businesses with attractive growth characteristics that complement our high-margin product lines.
Added
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.
Removed
In 2023, we returned value to our stockholders by repurchasing $900.0 million of shares, adding to our cumulative share repurchases since 2017 of over $3.1 billion. As of December 31, 2023, we had 7.4 million shares available for repurchase under our share repurchase program.
Added
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. 20 Table of Contents Investing Activities Cash provided by investing activities of $1,229.6 million for 2024 primarily reflected net cash received from the sale of CIT of $1,998.0 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 million.
Removed
Additionally, sales were lower in the general industrial end market by $64.9 million, primarily from the exit of a non-core business. 2022 Compared with 2021 (in millions, except percentages) 2022 2021 Change % Organic Acquisition Exchange Rate Revenues $ 5,449.4 $ 3,836.7 $ 1,612.7 42.0 % 31.2 % 11.6 % (0.8) % The increase in revenues in 2022 primarily reflected organic revenue growth of nearly $1.2 billion and contributions from the acquisition of Henry of $444.1 million in the CWT segment, partially offset by unfavorable foreign currency impacts of $28.3 million.
Added
As of December 31, 2024 and December 31, 2023, there were no borrowings under the Credit Agreement and Prior Credit Agreement, respectively, and $1.0 billion of availability.
Removed
Selling and Administrative Expenses 2023 Compared with 2022 (in millions, except percentages) 2023 2022 Change % Selling and administrative expenses $ 625.2 $ 623.5 $ 1.7 0.3 % As a percentage of revenues 13.6 % 11.4 % Depreciation and amortization $ 88.8 $ 93.6 Selling and administrative expenses was relatively flat in 2023 as increases related to employee benefits of $8.5 million, professional fees of $4.4 million and travel expenses of $3.4 million were offset by a reduction in sales and marketing expenses of $14.0 million, as lower sales resulted in a lower commissions expense. 2022 Compared with 2021 (in millions, except percentages) 2022 2021 Change % Selling and administrative expenses $ 623.5 $ 507.8 $ 115.7 22.8 % As a percentage of revenues 11.4 % 13.2 % Depreciation and amortization $ 93.6 $ 58.2 Selling and administrative expenses increased in 2022 primarily reflecting an increase in sales and marketing expense of $39.7 million, amortization expense of acquired intangible assets of $35.0 million, facility and services expense of $12.5 million, travel expense of $10.6 million and professional fees of $8.0 million.
Removed
Refer to Note 13 for further information on our long-term debt. 19 Table of Contents 2022 Compared with 2021 (in millions, except percentages) 2022 2021 Change % Interest expense, net $ 85.9 $ 80.2 $ 5.7 7.1 % Interest expense, net of capitalized interest, increased during 2022 primarily reflecting higher long-term debt balances associated with our public offering of $550.0 million of 2.20% unsecured senior notes and the 2023 Notes completed in September 2021, partially offset by the redemption in full of the 2022 Notes in October 2022.
Removed
Refer to Note 13 for further information on our long-term debt.
Removed
Dollar of $2.6 million, partially offset by unfavorable changes to pension assets of $0.8 million. 2022 Compared with 2021 (in millions, except percentages) 2022 2021 Change % Other non-operating expense, net $ 2.0 $ 4.4 $ (2.4) NM Other non-operating expense, net in 2022 primarily reflected a favorable change related to the release of the remaining indemnification assets related to the acquisitions of Petersen Aluminum Corporation and Accella Holdings LLC resulting from escrow expirations of $3.6 million and favorable changes to pension assets of $2.5 million.
Removed
These changes were partially offset by unfavorable changes to Rabbi Trust investments of $2.9 million and unfavorable changes in foreign currencies against the U.S. Dollar of $1.6 million.
Removed
Refer to Note 8 for further information related to income taxes. 20 Table of Contents 2022 Compared with 2021 (in millions, except percentages) 2022 2021 Change % Provision for income taxes $ 265.7 $ 104.3 $ 161.4 154.7 % Effective tax rate 23.6 % 21.3 % The provision for income taxes on continuing operations for 2022 is higher than 2021 primarily reflecting higher pre-tax income which equated to higher taxes of $161.4 million.
Removed
Income from discontinued operations in 2022 primarily reflects operating results from the CIT and CFT businesses of $70.9 million.
Removed
Refer to Note 4 for additional information related to discontinued operations. 2022 Compared with 2021 (in millions, except percentages) 2022 2021 Change % Income from discontinued operations before taxes $ 66.6 $ 2.5 $ 64.1 NM Provision for (benefit from) income taxes 0.6 (33.6) Income from discontinued operations $ 66.0 $ 36.1 Income from discontinued operations in 2022 primarily reflects operating results from the CIT and CFT businesses of $70.9 million.
Removed
Income from discontinued operations in 2021 primarily reflects income from the sale of Carlisle Brake and Friction ("CBF"), net of tax, of $19.1 million and operating results from the CIT, CFT and CBF businesses of $12.1 million. Refer to Note 4 for additional information related to discontinued operations.
Removed
CCM’s operating margin and adjusted EBITDA margin decrease in 2023 primarily reflected higher per unit cost as a result of lower volumes.
Removed
(in millions, except percentages) 2022 2021 Change % Organic Acquisition Exchange Rate Revenues $ 3,885.2 $ 2,846.2 $ 1,039.0 36.5 % 37.3 % — % (0.8) % Operating income $ 1,175.0 $ 619.9 $ 555.1 89.5 % Operating margin 30.2 % 21.8 % Adjusted EBITDA (1) $ 1,228.7 $ 672.7 Adjusted EBITDA margin (1) 31.6 % 23.6 % (1) Adjusted EBITDA and adjusted EBITDA margin are intended to provide investors and others with information about Carlisle's and our 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.
Removed
Refer to Non-GAAP Financial Measures in this MD&A for more information about, and a detailed reconciliation of, these items. CCM’s revenue increase in 2022 primarily reflected higher organic revenues from strength in U.S. commercial roofing and price realization across all markets. CCM’s operating margin and adjusted EBITDA margin increase in 2022 primarily reflected favorable price to raw materials inflation.
Removed
CWT’s operating margin and adjusted EBITDA margin increase in 2023 primarily reflected operating efficiencies gained through targeted restructuring, strategic sourcing and realized synergies from the acquisition of Henry. Included in CWT's operating margin for 2022 are intangible asset impairments of $18.6 million and fixed asset impairments of $6.2 million.
Removed
(in millions, except percentages) 2022 2021 Change % Organic Acquisition Exchange Rate Revenues $ 1,564.2 $ 990.5 $ 573.7 57.9 % 13.6 % 44.8 % (0.5) % Operating income $ 128.6 $ 64.4 $ 64.2 99.7 % Operating margin 8.2 % 6.5 % Adjusted EBITDA (1) $ 250.6 $ 151.3 Adjusted EBITDA margin (1) 16.0 % 15.3 % (1) Adjusted EBITDA and adjusted EBITDA margin are intended to provide investors and others with information about Carlisle's and our 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.
Removed
Refer to Non-GAAP Financial Measures in this MD&A for more information about, and a detailed reconciliation of, these items. CWT’s revenue increased in 2022 primarily reflecting contributions from the Henry acquisition of $444.1 million and organic revenue growth of $135.0 million. CWT’s operating margin increase in 2022 primarily reflected favorable price to raw material inflation.
Removed
Operating margin also included definite-lived intangible asset impairments of $18.6 22 Table of Contents million and plant, property and equipment impairments of $6.2 million in 2022 and transaction related expenses of $24.4 million from the acquisition of Henry in 2021. CWT’s adjusted EBITDA margin increase in 2022 primarily reflected favorable price to raw material inflation.
Removed
We generated operating cash flows totaling $1,000.9 million for 2022 (including working capital uses of $222.0 million), compared with $421.7 million for 2021 (including working capital uses of $275.2 million).
Removed
Higher operating 23 Table of Contents cash flows of $579.2 million in 2022 primarily reflected higher net income of $502.3 million reflecting improved operating results, and a reduction in working capital uses of $53.2 million related to collection of accounts receivable of $181.0 million reflecting increased revenues, partially offset by a reduction in accounts payable of $145.9 million reflecting reduced purchases to manage inventory balances as we return to normal seasonal buying patterns.
Removed
Cash used in investing activities of $61.1 million for 2022 primarily reflected capital expenditures of $183.5 million and the acquisition of MBTechnology for $24.7 million, partially offset by the proceeds of the contingent consideration from the earn out payment and sale of real estate associated with the 2021 sale of CBF for $132.0 million and proceeds from investment in securities of $10.3 million.
Removed
Cash used in investing activities of $1,486.4 million for 2021 primarily reflected the acquisition of Henry for $1,571.3 million, net of cash acquired, capital expenditures of $134.8 million and investment in securities of $30.2 million, partially offset by proceeds of $247.7 million from the sale of CBF.
Removed
Cash provided by financing activities of $488.1 million for 2021 primarily reflected net proceeds from our September public offering of $850.0 million in aggregate principal amount of unsecured senior notes and proceeds from the exercise of stock options, net of withholding tax, of $77.4 million, partially offset by share repurchases of $315.6 million and cash dividend payments of $112.5 million.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

11 edited+2 added−1 removed9 unchanged
Biggest changeThe nature and amount of our long-term debt may vary from time to time as a result of business requirements, market conditions and other factors. We consider the risk to our results of operations from changes in market rates of interest to be minimal as our interest bearing debt instruments are fixed-rate.
Biggest changeWe consider the risk to our results of operations from changes in market rates of interest to be minimal as our interest bearing debt instruments are fixed-rate. Foreign Currency Exchange Risk A portion of our operating cash flows are denominated in foreign currencies. As such we are exposed to market risk from changes in foreign currency exchange rates.
The gains and losses on these contracts offset changes in the value of the related exposures. It is our policy to enter into foreign currency derivative financial instruments only to the extent considered necessary to meet the objectives set forth above. We generally do not hedge the risk of foreign currency net investments into U.S.
The gains and losses on these contracts offset changes in the value of the related exposures. It is our policy to enter into foreign currency derivative financial instruments only to the extent considered necessary to meet the objectives set forth above. We generally do not hedge the risk of foreign currency net investments into U.S. Dollars for financial reporting.
The gross fair value was $(0.6) million and $(0.2) million as of December 31, 2023 and 2022, respectively. The unrealized gains and losses resulting from these contracts are not significant and are recognized in other non-operating expense, net and partially offset corresponding foreign exchange gains and losses on the underlying items being economically hedged.
The gross fair value was $0.0 million and $(0.6) million as of December 31, 2024 and 2023, respectively. The unrealized gains and losses resulting from these contracts are not significant and are recognized in other non-operating expense, net and partially offset corresponding foreign exchange gains and losses on the underlying items being economically hedged.
The gross fair value was $(0.9) million and $0.7 million as of December 31, 2023 and 2022, respectively. The effective portion of changes in the fair value of the contracts is recorded in accumulated other comprehensive income (loss) and is recognized in operating income when the underlying forecasted transaction impacts earnings.
The gross fair value was $0.9 million and $(0.9) million as of December 31, 2024 and 2023, respectively. The effective portion of changes in the fair value of the contracts is recorded in accumulated other comprehensive loss and is recognized in operating income when the underlying forecasted transaction impacts earnings.
We also had foreign exchange contracts with maturities less than one year for instruments that are not designed as a cash flow hedge, but nonetheless are entered into as an economic hedge of certain foreign currency risk with an aggregate U.S. Dollar equivalent notional value of $56.4 million and $49.1 million as of December 31, 2023 and 2022, respectively.
We also had foreign exchange contracts with maturities less than one year for instruments that are not designed as a cash flow hedge, but nonetheless are entered into as an economic hedge of certain foreign currency risk with an aggregate U.S. Dollar equivalent notional value of $11.5 million and $56.4 million as of December 31, 2024 and 2023, respectively.
We may also from time to time enter into derivative financial instruments to mitigate such impact; however, as of December 31, 2023 and 2022, we had no derivative financial instruments in place. 33 Table of Contents
We may also from time to time enter into derivative financial instruments to mitigate such impact; however, as of December 31, 2024 and 2023, we had no derivative financial instruments in place. 28 Table of Contents
Dollars for financial reporting. 32 Table of Contents We had foreign exchange contracts with maturities less than one year for instruments that are designated and qualify as an accounting cash flow hedge with an aggregate U.S. Dollar equivalent notional value of $26.6 million and $17.5 million as of December 31, 2023 and 2022, respectively.
We had foreign exchange contracts with maturities less than one year for instruments that are designated and qualify as an accounting cash flow hedge with an aggregate U.S. Dollar equivalent notional value of $15.9 million and $26.6 million as of December 31, 2024 and 2023, respectively.
Our exposure to changes in commodity prices is principally indirect as we do not directly purchase exchange-traded commodities, but rather purchase raw materials that are a result of further downstream processing (as noted in Item 1 of this Form 10-K), primarily inputs resulting from processing crude oil, natural gas, iron ore, gold, silver and copper.
Our exposure to changes in commodity prices is principally indirect as we do not directly purchase exchange-traded commodities, but rather purchase raw materials that are a result of further downstream processing (as noted in Item 1 of this Form 10-K), primarily inputs resulting from processing petroleum-based products, chemicals and resins.
We continually evaluate our foreign currency exposure based on current market conditions and the locations in which we conduct our business. We manage most of our foreign currency exposure on a consolidated basis, which allows us to net certain exposures and take advantage of natural offsets.
We manage most of our foreign currency exposure on a consolidated basis, which allows us to net certain exposures and take advantage of natural offsets.
Foreign Currency Exchange Risk A portion of our operating cash flows are denominated in foreign currencies. As such we are exposed to market risk from changes in foreign currency exchange rates. We are primarily exposed to the exchange rates of currencies including the Chinese Renminbi, Euro, British Pound, Mexican Peso, Canadian Dollar and Japanese Yen.
We are primarily exposed to the exchange rates of currencies including the Canadian Dollar, Euro, British Pound and Chinese Renminbi. We continually evaluate our foreign currency exposure based on current market conditions and the locations in which we conduct our business.
We may enter into other interest rate derivatives such as treasury locks or zero cost collars to manage forecasted interest rates associated with bond offerings. As of December 31, 2023 and 2022, there were no interest rate swaps or other derivative instruments in place and, at both dates, all of our long-term debt was fixed-rate and U.S. Dollar denominated.
As of December 31, 2024 and 2023, there were no interest rate swaps or other derivative instruments in place and, at both dates, all of our long-term debt was fixed-rate and 27 Table of Contents U.S. Dollar denominated. The Credit Agreement also allows for borrowings of up to $1.0 billion at a variable interest rate.
Removed
We also have a revolving credit facility that allows for borrowings of up to $1.0 billion at a variable interest rate. We had no outstanding borrowings under this facility as of December 31, 2023 and 2022.
Added
We may enter into other interest rate derivatives such as treasury locks or zero cost collars to manage forecasted interest rates associated with bond offerings.
Added
We had no outstanding borrowings under this facility as of December 31, 2024 and 2023. The nature and amount of our long-term debt may vary from time to time as a result of business requirements, market conditions and other factors.

Other CSL 10-K year-over-year comparisons