10q10k10q10k.net

What changed in CARLISLE COMPANIES INC's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of CARLISLE COMPANIES INC's 2024 and 2025 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 2025 report.

+116 added−136 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-14)

Top changes in CARLISLE COMPANIES INC's 2025 10-K

116 paragraphs added · 136 removed · 79 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

18 edited+1 added−12 removed19 unchanged
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.
Biggest changeThese non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies. 20 Table of Content s December 31, (in millions, except percentages) 2025 2024 Net income (GAAP) $ 740.7 $ 1,311.8 Less: Income from discontinued operations (GAAP) (1.8) 446.7 Income from continuing operations (GAAP) 742.5 865.1 Provision for income taxes 206.3 245.8 Interest expense 78.5 73.3 Interest income (25.9) (60.3) EBIT 1,001.4 1,123.9 Plus (gains) / losses and costs from: Acquisitions 11.5 15.0 Dispositions (0.4) (0.4) Restructuring 9.8 2.9 Casualty losses and insurance recoveries — (5.0) Legal settlements 3.6 2.6 Pension settlements 3.0 21.1 Total non-comparable items 27.5 36.2 Adjusted EBIT 1,028.9 1,160.1 Depreciation 74.6 70.2 Amortization 121.9 102.4 Adjusted EBITDA $ 1,225.4 $ 1,332.7 Divided by: Total revenues $ 5,019.9 $ 5,003.6 Adjusted EBITDA margin 24.4 % 26.6 % Year Ended December 31, 2025 Year Ended December 31, 2024 (in millions, except percentages) CCM CWT Corporate and unallocated CCM CWT Corporate and unallocated Operating income (loss) (GAAP) $ 997.2 $ 101.9 $ (96.6) $ 1,084.3 $ 173.6 $ (114.8) Non-operating expense (income), net 0.2 0.3 0.6 0.8 (1.3) 19.7 EBIT 997.0 101.6 (97.2) 1,083.5 174.9 (134.5) Plus (gains) / losses and costs from: Acquisitions — 7.2 4.3 1.9 2.7 10.4 Dispositions (0.2) (0.3) 0.1 — (0.4) — Restructuring 0.4 9.4 — 1.7 1.2 — Casualty losses and insurance recoveries — — — (5.0) — — Legal settlements 0.5 3.1 — 1.0 1.6 — Pension settlements — — 3.0 — — 21.1 Total non-comparable items 0.7 19.4 7.4 (0.4) 5.1 31.5 Adjusted EBIT 997.7 121.0 (89.8) 1,083.1 180.0 (103.0) Depreciation 52.5 20.5 1.6 51.5 17.1 1.6 Amortization 36.8 83.3 1.8 29.2 71.2 2.0 Adjusted EBITDA $ 1,087.0 $ 224.8 $ (86.4) $ 1,163.8 $ 268.3 $ (99.4) Divided by: Total revenues $ 3,721.7 $ 1,298.2 $ — $ 3,704.3 $ 1,299.3 $ — Adjusted EBITDA margin 29.2 % 17.3 % NM 31.4 % 20.6 % NM 21 Table of Content s 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.
In addition, such statements could be affected by general industry and market conditions and growth rates, the condition of the financial and credit markets and general domestic and international economic conditions, including inflation and interest rate and currency exchange rate fluctuations.
In addition, such statements could be affected by general industry and market conditions and growth rates, the condition of the financial and credit markets and general domestic and international economic conditions, including inflation, interest rate and currency exchange rate fluctuations, and tariffs.
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.
For the November 1, 2025 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 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.
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.
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.
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; and the other factors discussed in the reports we file with or furnish to the Securities and Exchange Commission from time to time.
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.
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. 17 Table of Content s 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.
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 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 18 Table of Content s We have determined that we have four reporting units and have allocated goodwill to those reporting units as follows: (in millions) December 31, 2025 December 31, 2024 Carlisle Construction Materials - Commercial Roofing $ 848.9 $ 848.9 Carlisle Construction Materials - Architectural Metals 201.0 200.5 Carlisle Construction Materials - Europe 29.0 23.8 Carlisle Weatherproofing Technologies 460.0 404.8 Total $ 1,538.9 $ 1,478.0 Annual Impairment Test We test our goodwill for impairment annually as of November 1.
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.
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.
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.
We monitor for significant changes in those assumptions during interim reporting periods. 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.
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.
Significant judgments and estimates are required in the determination of the consolidated income tax expense. 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.
Under this approach, an entity may assess qualitative factors as well as relevant events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
For the November 1, 2025 impairment test, all reporting units were tested for impairment using a qualitative approach. Under this approach, an entity may assess qualitative factors as well as relevant events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
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.
Intangible assets with indefinite useful lives are not amortized but are tested for impairment annually, or more often if impairment indicators are present, at the appropriate unit of account, which is generally the individual asset. 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 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.
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.
New factors emerge from time to time and it is not possible for management to predict all of those factors, nor can it assess the impact of each of those factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.
New factors emerge from time to time, and it is not possible for management to predict all of those factors, nor can it assess the impact of each of those factors on the business.
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 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.
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.
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 recognition of this risk, we have provided a valuation allowance of $51.7 million on the deferred tax assets related to these carryforwards.
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. In recognition of this risk, we have provided a valuation allowance of $52.0 million on the deferred tax assets related to these carryforwards.
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.
Refer to Note 11 for more information regarding intangible assets. 19 Table of Content s 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. We are subject to income taxes in the U.S. and numerous foreign jurisdictions.
Removed
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.
Added
The Henry trade name, with an aggregate carrying value of $219.0 million, was tested for impairment using the quantitative approach described above, resulting in a fair value that exceeded its carrying value by less than 10%.
Removed
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.
Removed
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 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 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.
Removed
Total expected consideration, in certain cases, is estimated at each reporting period, including interim periods, and is subject to change with variability dependent on future events, such as customer behavior related to future purchase volumes, returns, early payment discounts and other customer allowances.
Removed
Estimates for rights of return, discounts and rebates to customers, and other adjustments for variable consideration are provided for at the time of sale as a deduction to revenue, based on an analysis of historical experience and actual sales data. Changes in these estimates are reflected as an adjustment to revenue in the period identified.
Removed
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
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
We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Significant judgments and estimates are required in the determination of the consolidated income tax expense.
Removed
These non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies.
Removed
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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

18 edited+15 added−10 removed18 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. 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.
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.
A decline in the construction market, particularly in construction repair and replacement activities, could adversely affect the Company’s business, financial condition, results of operations and cash flows. Additionally, adverse weather conditions such as heavy or sustained rainfall, cold weather and snow can limit construction activity and reduce demand for roofing materials.
A decline in the construction market, particularly in construction repair and replacement activities, could adversely affect the Company’s business, financial condition, results of operations or cash flows. Additionally, adverse weather conditions such as heavy or sustained rainfall, cold weather and snow can limit construction activity and reduce demand for roofing materials.
Significant increases in the costs of these materials may not be recovered through selling price increases and significant disruption to the Company's supply chains or significant shortages of materials could adversely affect the Company’s business, financial condition, results of operations and cash flows.
Significant increases in the costs of these materials may not be recovered through selling price increases and significant disruption to the Company's supply chains or significant shortages of materials could adversely affect the Company’s business, financial condition, results of operations or cash flows.
The loss of, a significant decline in business with, or pricing pressure from, one or more of the Company’s key customers could adversely affect the Company’s business, financial condition, results of operations and cash flows. The Company's CCM segment operates in several niche markets in which a large portion of the segment’s revenues are attributable to a few large customers.
The loss of, a significant decline in business with, or pricing pressure from, one or more of the Company’s key customers could adversely affect the Company’s business, financial condition, results of operations or cash flows. The Company's CCM segment operates in several niche markets in which a large portion of the segment’s revenues are attributable to a few large customers.
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.
If these conditions deteriorate, however, the Company’s business, financial condition, results of operations or 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.
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, tariffs and credit availability.
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.
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, 2025 and 2024, nor are any material asset retirement obligations recorded as of those dates.
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.
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, 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.
However, the nature of the Company’s operations 8 Table of Content s 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.
Raw materials, including inbound freight, accounted for approximately 66% of the Company’s cost of goods sold in 2024.
Raw materials, including inbound freight, accounted for approximately 66% of the Company’s cost of goods sold in 2025.
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.
The Company’s business, financial condition, results of operations or 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.
If these integration initiatives are not fully realized, there may be a negative effect on the Company’s business, financial condition, results of operations and cash flows, including goodwill and/or intangible asset impairments, which may be material. Refer to Note 3 for recent acquisition information.
The successful realization of revenue growth, cost reductions and synergies and increases in profitability overall are dependent upon successful integration initiatives. If these integration initiatives are not fully realized, there may be a negative effect on the Company’s business, financial condition, results of operations or cash flows, including goodwill and/or intangible asset impairments, which may be material.
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.
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 could face product liability claims, and we may not have sufficient insurance to cover those claims.
Acquisitions of this type involve numerous risks, which may include a failure to realize expected revenue growth and operating and cost synergies from integration initiatives, increasing dependency on the markets served by the combined businesses or increased debt to finance the acquisitions. The Company also considers the acquisition of businesses that may operate independent of existing businesses.
Acquisitions involve numerous risks, including the failure to realize expected revenue growth and/or operating and cost synergies from integration initiatives, an increased dependency on the markets served, the diversion of management’s attention from its existing operations or increased debt to finance the acquisitions.
See “Item 1. Business—Overview—Description of Businesses by Segment” for a discussion of customer concentrations for CCM. A significant reduction in purchases by one or more of these customers could have an adverse effect on the business, financial condition, results of operations or cash flows of one or more of the Company’s segments.
These markets have experienced recent consolidation among distributors of roofing materials and complementary building products. A significant reduction in purchases by one or more of these customers could have an adverse effect on the business, financial condition, results of operations or cash flows of one or more of the Company’s segments.
Some of these environmental laws hold owners or operators of land or businesses liable for their own and for previous owners’ or operators’ releases of hazardous or toxic substances or wastes. Other environmental laws and regulations require the obtainment of, and compliance with, environmental permits.
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. Some of these environmental laws hold owners or operators of land or businesses liable for their own and for previous owners’ or operators’ releases of hazardous or toxic substances or wastes.
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.
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.
The Company also relies on global sources of raw materials, which could be adversely impacted by unfavorable shipping or trade arrangements, including import and export tariffs and global economic conditions. Refer to “Part II—Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for additional information regarding commodity price risk.
The Company also relies on global sources of raw materials, which could be adversely impacted by unfavorable shipping or trade arrangements, including import and export tariffs and global economic conditions. Environmental, Regulatory and Legal Risks The Company's operations are subject to risks related to environmental laws and regulations.
Removed
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.
Added
Strategic, Business and Operational Risks The Company’s growth strategy is partially dependent on the acquisition and successful integration of other businesses. A key pillar of the Company’s Vision 2030 strategic plan is building scale with synergistic acquisitions.
Removed
Acquisitions of this type involve risks similar to those encountered when acquiring companies that can be integrated within an existing business, including a failure to realize expected revenue growth or operating and cost reductions within the acquired business, and could increase the possibility of diverting corporate management’s attention from its existing operations.
Added
When companies become available for purchase, the process is often highly competitive, which tends to result in relatively high valuations for the target company. There can be no assurance that the Company will be able to continue to identify, negotiate and finance suitable acquisitions at values the Company considers reasonable.
Removed
The successful realization of revenue growth, cost reductions and synergies with our existing businesses, and within acquired stand-alone businesses, and increases in profitability overall, are dependent upon successful integration initiatives.
Added
The Company could be adversely affected by any significant damage to, or prolonged disruption of, our manufacturing facilities. The Company has made substantial investments in manufacturing facilities, and many products are produced at a limited number of locations.
Removed
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.
Added
These facilities could be materially damaged or operations at these facilities could be materially disrupted by natural disasters, such as floods, tornados, hurricanes, fires and earthquakes, as well as governmental or administrative actions, regulatory issues, civil unrest, industrial accidents, unavailability or excessively high cost of raw materials, mechanical equipment failure, human error, cybersecurity breaches, widespread health emergencies, theft, sabotage or other reasons.
Removed
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.
Added
We could incur uninsured losses and liabilities arising from such events, including damage to our reputation, or suffer material losses in operational capacity, which could have a material adverse impact on our business, financial condition, results of operations or cash flows.
Removed
If restructuring activities are not completed in a timely manner or if anticipated cost savings, synergies and efficiencies are not realized, there may be a negative effect on the Company’s business, financial condition, results of operations and cash flows. Refer to Note 4 for a discussion of disposition matters.
Added
The development and introduction of new products, or the failure to do so, could have a material adverse effect on our business, financial condition, results of operations or cash flows. A key pillar of the Company’s Vision 2030 strategic plan is driving growth through continued investment in new product innovation.
Removed
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.
Added
Our likelihood of success in investing in new products must be considered in light of the expenses, difficulties and delays frequently encountered in connection with the early phases of new product development, including the difficulties involved in obtaining permits and regulatory approvals, planning and constructing new manufacturing facilities, and establishing, maintaining or expanding customer relationships.
Removed
The Company’s businesses operate in market segments that could be impacted by widespread health emergencies.
Added
While 7 Table of Content s we strive to introduce new products, our efforts to develop and market new products may be unsuccessful or unprofitable, which could adversely affect our business, financial condition, results of operations or cash flows.
Removed
Operating during a widespread health emergency exposes the Company to a number of risks, including diminished demand for our products and our customers’ products, suspensions in the operations of our manufacturing facilities, maintenance of appropriate labor levels, our ability to ship products to our customers, interruptions in our supply chains and distribution systems, increases in operating costs related to pay and benefits for our employees, collection of trade receivables in accordance with their terms, and potential impairment of goodwill and long-lived assets, any of which, individually or in the aggregate, could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.
Added
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.
Removed
While these risks have not to date, in the aggregate, had a material adverse impact on the Company, we are unable to predict the extent or duration of impacts from widespread health emergencies as they will depend on future developments, which are highly uncertain and cannot be predicted at this time, such as the duration and frequency of, and government responses to, such emergencies.
Added
Other environmental laws and regulations require the obtainment of, and compliance with, environmental permits.
Added
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.
Added
Our building products are used in a wide variety of commercial, residential and industrial applications. We face an inherent risk of exposure to product liability or other claims in the event our products are alleged to be defective or that the use of our products is alleged to have resulted in harm to others or their property.
Added
If product liability lawsuits against us are successful, it could have an adverse impact on our financial condition and results of operations. Moreover, any such lawsuits, whether or not successful, could result in adverse publicity to us, which could harm our reputation and cause our sales to decline.
Added
We maintain insurance coverage to protect us against product liability 9 Table of Content s claims, but that coverage may not be adequate to cover all claims that may arise, or we may not be able to maintain adequate insurance coverage in the future at an acceptable cost.
Added
Any liability not covered by insurance or that exceeds our established reserves could materially and adversely impact our business, financial condition and results of operations. Item 1B. Unresolved Staff Comments. None.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+1 added−0 removed4 unchanged
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.
Biggest changeThe dedicated department is comprised of an 11 person staff who carry myriad cybersecurity, privacy, and other security-related certifications. The Company’s internal audit department also provides support to the Company’s cybersecurity processes.
No less than annually, the Director of Information Security attends an Audit Committee meeting and presents for review and discussion the Company’s processes to assess, identify, manage and mitigate material cybersecurity risks. The Audit Committee subsequently reports on the presentation to the full Board of Directors.
No less than annually, the Senior Director of Information Security and Data Privacy attends an Audit Committee meeting and presents for review and discussion the Company’s processes to assess, identify, manage and mitigate material cybersecurity risks. The Audit Committee subsequently reports on the presentation to the full Board of Directors.
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.
The Company’s cybersecurity processes are managed by a dedicated department led by the Senior Director of Information Security and Data Privacy. The Director of Information Security has 12 years of cybersecurity work experience and carries a number of cybersecurity and security-related certifications.
Added
The dedicated department is responsible for developing and implementing the strategies, policies and procedures to manage and mitigate cybersecurity risks. The dedicated department utilizes documented incident response procedures to become informed of and monitor the prevention, detection, mitigation and remediation of cybersecurity incidents.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed0 unchanged
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.
Biggest changeThe number, location and size of the Company’s principal properties as of December 31, 2025, by segment follows: Number of Facilities Square Footage (in millions) North America Europe Total Owned Leased Carlisle Construction Materials 31 8 39 4.5 1.5 Carlisle Weatherproofing Technologies 51 1 52 1.8 2.0 Total 82 9 91 6.3 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

1 edited+0 added−0 removed0 unchanged
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
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 15 and is incorporated into this Part I, Item 3 by reference. Item 4. Mine Safety Disclosures. Not applicable. 10 Table of Content s PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

2 edited+0 added−0 removed0 unchanged
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
Biggest changeFinancial Statements and Supplementary Data. 24 Report of Independent Registered Public Accounting Firm (PCAOB ID 34 ) 24 Consolidated Statements of Income and Comprehensive Income 27 Consolidated Balance Sheets 28 Consolidated Statements of Cash Flows 29 Consolidated Statements of Stockholders’ Equity 30 Notes to Consolidated Financial Statements 31
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 4. Mine Safety Disclosures. 10 Part II 11 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 11 Item 6. [Reserved] 12 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 12 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 22 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+1 added−1 removed0 unchanged
Biggest changeOn August 3, 2023, the Company's Board of Directors approved a 7.5 million share increase in the Company's share repurchase program. The share repurchase program has no expiration date, does not obligate the Company to purchase any specified amount of shares and remains subject to the discretion of the Board of Directors. See "Item 7.
Biggest changeOn September 3, 2025, the Company's Board of Directors approved the repurchase of an additional 7.5 million shares under the Company's share repurchase program. The share repurchase program has no expiration date and does not obligate the Company to purchase any specified amount of shares.
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.
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, 2025, 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 48 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 49 years.
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.
The graph and corresponding chart assume the investment of $100 in our common stock and each of the indices as of December 31, 2020, 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, 2024, there were 1,046 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, 2025, there were 1,022 stockholders of record.
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.
Future dividends remain subject to the discretion of the Board. 11 Table of Content s Issuer Purchases of Equity Securities The Company’s purchases of its common stock during each of the three months ended December 31, 2025, 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 0.3 $ 330.11 0.3 7.9 November 0.3 311.67 0.3 7.6 December 0.3 327.07 0.3 7.3 Total 0.9 0.9 (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.
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.
On January 28, 2026, the Board declared a regular quarterly dividend of $1.10 per share, payable on March 2, 2026, to stockholders of record at the close of business on February 17, 2026.
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.
During the three months ended December 31, 2025, there were no shares reacquired in transactions outside of the share repurchase program. (2) Represents the remaining total number of shares that can be repurchased under the Company’s share repurchase program.
Carlisle 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.
Carlisle S&P MidCap 400 S&P 500 2020 $100.00 $100.00 $100.00 2021 160.64 124.76 128.71 2022 154.09 108.47 105.40 2023 206.88 126.29 133.10 2024 246.48 143.89 166.40 2025 216.26 154.68 196.16 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.
Removed
Management's Discussion and Analysis of Financial Condition and Results of Operations—Sources and Uses of Cash and Cash Equivalents—Share Repurchases" below.
Added
Purchases may occur from time to time over an indefinite period of time in the open market, in privately negotiated transactions and through block trades, and no maximum purchase price has been set. The decision to repurchase shares depends on price, availability and other corporate developments and is subject to the discretion of the Board of Directors.

Item 7. Management's Discussion & Analysis

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

22 edited+19 added−29 removed6 unchanged
Biggest changeFurthermore, 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.
Biggest changeWhile we expect the current challenging market conditions to continue into the first half of 2026, our solid financial position, robust cash flow, and ongoing commitment to operational excellence enable us to continue generating strong returns, pursue value-enhancing acquisitions, and deliver shareholder value. 13 Table of Content s Summary Financial Results (in millions, except per share amounts and percentages) 2025 2024 Revenues $ 5,019.9 $ 5,003.6 Operating income $ 1,002.5 $ 1,143.1 Operating margin 20.0 % 22.8 % Income from continuing operations $ 742.5 $ 865.1 Diluted earnings per share from continuing operations $ 17.16 $ 18.34 Adjusted EBITDA (1) $ 1,225.4 $ 1,332.7 Adjusted EBITDA margin (1) 24.4 % 26.6 % (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 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.
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 supplier of innovative building envelope products and solutions for more energy-efficient buildings.
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.
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, 2024, as compared to the year ended December 31, 2023, refer to "Part II—Item 7.
Products include high-performance waterproofing and moisture protection products, protective roofing underlayments, fully integrated liquid and sheet applied air/vapor barriers, sealants/primers and flashing systems, roof coatings and mastics, spray polyurethane foam and coating systems for a wide variety of thermal protection applications and other premium polyurethane products, block-molded expanded polystyrene insulation, engineered products for HVAC applications, and premium products for a variety of industrial and surfacing applications.
Products include high-performance waterproofing and moisture protection products, protective roofing underlayments, fully integrated liquid and sheet applied air/vapor barriers, sealants/primers and flashing systems, roof coatings and mastics, spray polyurethane foam and coating systems for a wide variety of thermal protection applications and other premium polyurethane products, block-molded expanded polystyrene 15 Table of Content s insulation and other insulation products, engineered products for HVAC applications, and premium products for a variety of industrial and surfacing applications.
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.
We evaluate our estimates, including those related to business combinations, goodwill and indefinite-lived intangible assets, and income taxes on an ongoing basis.
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.
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) 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 millions, except percentages) 2025 2024 Change % Organic Acquisition Exchange Rate Revenues $ 1,298.2 $ 1,299.3 $ (1.1) (0.1) % (9.2) % 9.2 % (0.1) % Operating income $ 101.9 $ 173.6 $ (71.7) (41.3) % Operating margin 7.8 % 13.4 % Adjusted EBITDA (1) $ 224.8 $ 268.3 Adjusted EBITDA margin (1) 17.3 % 20.6 % (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 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 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.
(in millions, except percentages) 2025 2024 Change % Organic Acquisition Exchange Rate Revenues $ 3,721.7 $ 3,704.3 $ 17.4 0.5 % (0.7) % 1.0 % 0.2 % Operating income $ 997.2 $ 1,084.3 $ (87.1) (8.0) % Operating margin 26.8 % 29.3 % Adjusted EBITDA (1) $ 1,087.0 $ 1,163.8 Adjusted EBITDA margin (1) 29.2 % 31.4 % (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.
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.
Income Taxes (in millions, except percentages) 2025 2024 Change % Provision for income taxes $ 206.3 $ 245.8 $ (39.5) (16.1) % Effective tax rate 21.7 % 22.1 % The provision for income taxes on continuing operations decreased in 2025, primarily reflecting lower pre-tax income which equated to lower taxes of $39.5 million.
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.
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.
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.
Consolidated Results of Operations Revenues (in millions, except percentages) 2025 2024 Change % Organic Acquisition Exchange Rate Revenues $ 5,019.9 $ 5,003.6 $ 16.3 0.3 % (2.9) % 3.2 % — % The increase in revenues in 2025 primarily reflects higher sales in our non-residential construction end-market of $30.2 million, driven by recent acquisitions, partially offset by lower sales in our residential construction end-market of $14.0 million due to decreased new construction activity.
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.
Refer to Note 13 for further information on our long-term debt. Interest Income (in millions, except percentages) 2025 2024 Change % Interest income $ (25.9) $ (60.3) $ 34.4 (57.0) % Interest income decreased during 2025, primarily due to a lower invested cash balance and lower yields compared to 2024.
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.
CCM's operating margin and adjusted EBITDA for 2025 decreased primarily due to higher operating costs of $56.3 million, primarily to enhance the Carlisle Experience, and increased research and development expenses of $8.7 million. Carlisle Weatherproofing Technologies This segment produces building envelope solutions that drive energy efficiency and sustainability in commercial and residential applications.
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.
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 2025 primarily driven by strong re-roofing activity aided by the MTL acquisition partially offset by lower new construction activity.
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.
Research and Development Expenses (in millions, except percentages) 2025 2024 Change % Research and development expenses $ 47.1 $ 35.4 $ 11.7 33.1 % As a percentage of revenues 0.9 % 0.7 % Research and development expenses were higher in 2025 primarily due to increased new product development activities.
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.
Refer to Non-GAAP Financial Measures in this MD&A for more information about, and a detailed reconciliation of, these items. CWT’s revenue decrease in 2025 was primarily the result of lower sales volumes due to continued softness in new construction activity, mostly offset by the acquisitions of PFB, ThermaFoam, and Bonded Logic.
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).
(in millions) 2025 2024 Net cash provided by operating activities $ 1,101.8 $ 1,030.3 Net cash provided by (used in) investing activities (240.4) 1,229.6 Net cash provided by (used in) financing activities (503.7) (2,110.2) Effect of foreign currency exchange rate changes on cash 0.9 (1.7) Change in cash and cash equivalents $ 358.6 $ 148.0 Operating Activities Net cash provided by operating activities in 2025 was $1.1 billion, an increase of $71.5 million compared to 2024, primarily due to lower working capital uses of $115.7 million, partially offset by lower income from continuing operations, excluding non-cash reconciling items, of $33.8 million.
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.
Net cash used in financing activities in 2024 was $2.1 billion, which primarily reflected share repurchases of $1.6 billion, the redemption of the 2024 Notes of $400.0 million and cash dividend payments of $172.4 million. 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.
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.
Investing Activities Net cash used in investing activities in 2025 was $240.4 million, primarily attributable to the acquisition of ThermaFoam for $53.7 million, the acquisition of Bonded Logic for $61.4 million, and capital expenditures of $131.2 million. 16 Table of Content s Net cash provided by investing activities in 2024 was $1.2 billion, primarily attributable to net cash proceeds of $2.0 billion from the sale of Carlisle Interconnect Technologies ("CIT"), 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.
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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 2024 Annual Report on Form 10-K (the "2024 Annual Report on Form 10-K").
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.
Liquidity and Capital Resources We believe that our current cash reserves, available credit facilities, including borrowings available under our $1.0 billion Fifth Amended and Restated Credit Agreement, and anticipated operating cash flows are adequate to meet our short-term projected business requirements for at least the next 12 months and our long-term financial requirements, including the repayment of outstanding principal balances on existing notes by their respective maturity dates.
We may access the capital markets for a variety of reasons, including to repay the outstanding balances of our outstanding debt and fund acquisitions. Refer to Note 13 for further information on long-term debt.
Additional sources of liquidity may be obtained through access to the capital markets, subject to market conditions. The Company may consider such access for purposes that include the repayment of outstanding debt and the funding of acquisitions. For further details regarding long-term debt, refer to Note 13.
Removed
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.
Added
Executive Overview T hroughout 2025, despite continued headwinds in new construction and a complex economic environment, we continued to execute against our Vision 2030 strategy, and we remain very confident in our ability to achieve our Vision 2030 financial objectives. Over the course of the year, we made progress on all our key pillars of Vision 2030.
Removed
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.
Added
We increased investments in innovation to develop new market-leading products. We enhanced our emphasis on the Carlisle Operating System ("COS") and expanded automation in our factories to drive operational excellence. We added significant management talent and further elevated the Carlisle Experience to strengthen customer loyalty and service.
Removed
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.
Added
And above all else, we continued to deliver on our commitment to being superior capital allocators. Carlisle’s performance during 2025 adds to our history of resilience through the economic cycles and challenges we have faced over the years, such as the Covid pandemic.
Removed
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.
Added
We delivered another solid year of cash flow, generating over $1 billion of operating cash flow, which continued to provide balance sheet optionality. As the M&A environment in 2025 was challenging, we turned a significant portion of that cash flow to share repurchases, as we continued to see this as a solid opportunity for capital deployment.
Removed
Revenues 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.
Added
At CCM, solid re-roofing demand, which represents approximately 70% of our commercial roofing business, continued to help stabilize our business as new construction markets work through the bottom of the cycle. At CWT, our recent acquisitions and operational initiatives contributed to revenue growth, and we are well-positioned to capitalize on the growing need for energy-efficient weatherproofing solutions.
Removed
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.
Added
North America is the most attractive building-products market globally, supported by strong, long-term fundamentals including the demand for energy-efficient solutions, the need to improve labor productivity, and the recurring maintenance requirements of an aging non-residential building stock—over 70% of which is more than 25 years old. Buildings are a critical and indispensable component of the physical economy.
Removed
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.
Added
They must be built, maintained, and continuously improved. This structural reality reinforces the durability and necessity of our end markets. Carlisle’s imperative business continues to benefit from a strong re-roofing market, and we continued to benefit from our position as a North American leader in the world’s largest building-products market.
Removed
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.
Added
Carlisle’s leadership position in this essential market, highly responsive cost structure combined with the discipline of COS and our proven capital allocation framework, continues to translate into superior and sustainable margin performance.
Removed
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.
Added
Gross Profit (in millions, except percentages) 2025 2024 Change % Gross profit $ 1,792.6 $ 1,887.7 $ (95.1) (5.0) % Gross margin 35.7 % 37.7 % Gross margin decreased in 2025, primarily due to increased unit costs resulting from higher absorption of fixed costs on lower volumes.
Removed
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.
Added
Selling and Administrative Expenses (in millions, except percentages) 2025 2024 Change % Selling and administrative expenses $ 745.4 $ 722.8 $ 22.6 3.1 % As a percentage of revenues 14.8 % 14.4 % Selling and administrative expenses increased in 2025, primarily due to the recent acquisitions of MTL Holdings LLC ("MTL"), PFB Holdco, Inc.
Removed
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.
Added
("PFB"), selected assets of ThermaFoam Operating LLC, PowerFoam LLC, and ThermaFoam Real Estate LLC (collectively, "ThermaFoam"), and selected assets of Bonded Logic, Inc. and Phoenix Fibers, LLC (collectively, "Bonded Logic").
Removed
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.
Added
These acquisitions resulted in an increase of $16.1 million in wage and benefit expense and $15.8 million of amortization expense, which were partially offset by lower wage and benefit expenses of $11.8 million at our legacy businesses, driven by reduced discretionary compensation.
Removed
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").
Added
This increase is consistent with a key pillar of Vision 2030, which focuses on driving innovation through continued investment in the development of new products and solutions that deliver value through advancements in sustainability and energy and labor efficiencies. 14 Table of Content s Interest Expense (in millions, except percentages) 2025 2024 Change % Interest expense $ 78.5 $ 73.3 $ 5.2 7.1 % Interest expense increased during 2025, primarily due to higher long-term debt balances associated with the 5.25% notes due September 15, 2035 (the "2035 Notes") and the 5.55% notes due September 15, 2040 (the "2040 Notes"), which were issued on August 20, 2025, partially offset by the redemption of $400.0 million of 3.50% notes in December 2024.
Removed
In the near term, cash on hand is our primary source of liquidity.
Added
CWT’s operating margin and adjusted EBITDA margin decrease in 2025 primarily reflected increased unit costs resulting from higher absorption of fixed costs on lower volumes.
Removed
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.
Added
Management retains discretion over the allocation of available cash and may deploy resources toward capital expenditures, acquisitions, strategic investments, dividends, or share repurchases.
Removed
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.
Added
Inventory has remained steady throughout 2025, resulting in a $136.9 million decrease in working capital uses compared to 2024, which experienced higher investment in inventory due to the end of destocking from 2023 followed by increased construction activity.
Removed
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.
Added
Additionally, working capital used in other current liabilities decreased by $90.4 million in 2025 compared to 2024, primarily due to the timing of tax expenses and payments.
Removed
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.
Added
These reductions in working capital uses were partially offset by an additional $73.0 million in working capital used in accounts receivable due to timing of sales and an additional $28.9 million used in accounts payable due to timing of expenses and payments when comparing 2025 to 2024.
Removed
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.
Added
Financing Activities Net cash used in financing activities in 2025 was $503.7 million, primarily attributable to share repurchases of $1.3 billion and cash dividend payments of $181.1 million. These outflows were partially offset by proceeds totaling $987.8 million from the issuance of the 2035 Notes and 2040 Notes.
Removed
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.
Removed
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.
Removed
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.
Removed
Purchases may occur from time to time over an indefinite period of time in the open market, in privately negotiated transactions and through block trades, and no maximum purchase price has been set. The decision to repurchase shares depends on price, availability and other corporate developments and is subject to the discretion of the Board.
Removed
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.
Removed
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.
Removed
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%.
Removed
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
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.
Removed
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.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−5 removed12 unchanged
Biggest changeAs 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.
Biggest changeWe 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, 2025, and 2024, 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.
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.
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 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 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.
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. 22 Table of Content s Foreign Currency Exchange Risk A portion of our operating cash flows are denominated in foreign currencies.
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
We may also from time to time enter into derivative financial instruments to mitigate such impact; however, as of December 31, 2025, and 2024, we had no derivative financial instruments in place. 23 Table of Content s
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.
The Credit Agreement also 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, 2025, and 2024. 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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.

Other CSL 10-K year-over-year comparisons