CARLISLE COMPANIES INC [CSL] Filings

10-Q 1 csl-20240630.htm 10-Q csl-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)			☒			QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED June 30, 2024


			☐			TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _____ TO _____.

Commission file number 1-9278

www.carlisle.com

CARLISLE COMPANIES INCORPORATED

(Exact name of registrant as specified in its charter)


Delaware			31-1168055
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

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

(Address of principal executive offices, including zip code)

(480) 781-5000

(Registrant's telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $1 par value

CSL

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes			☒			No			☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Yes			☒			No			☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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


Yes			☐			No			☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes			☐			No			☒

On July 18, 2024, there were 46,242,911 shares of the registrant's common stock, par value $1.00 per share, outstanding.

Carlisle Companies Incorporated

Table of Contents


			Page
PART I—Financial Information

Item 1. Financial Statements			3

Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)			3

Condensed Consolidated Balance Sheets (Unaudited)			4

Condensed Consolidated Statements of Cash Flows (Unaudited)			5

Condensed Consolidated Statements of Stockholders' Equity (Unaudited)			7

Notes to Condensed Consolidated Financial Statements (Unaudited)			8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			22

Item 3. Quantitative and Qualitative Disclosure about Market Risk			32

Item 4. Controls and Procedures			32

PART II—Other Information

Item 1. Legal Proceedings			33

Item 1A. Risk Factors			33

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			33

Item 3. Defaults Upon Senior Securities			33

Item 4. Mine Safety Disclosures			33

Item 5. Other Information			33

Item 6. Exhibits			34

Signature			35

PART I—Financial Information

Item 1. Financial Statements

Carlisle Companies Incorporated

Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)


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

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

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

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

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

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

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

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

Comprehensive income:
Net income	$	712.4	$	194.6	$	904.7	$	296.3
Other comprehensive income (loss):
Foreign currency gains (losses)	5.0		1.1		(4.7)		14.1
Amortization of unrecognized net periodic benefit costs, net of tax	0.4		0.3		0.9		0.6
Other, net of tax	0.9		(2.3)		1.9		(0.4)
Other comprehensive income (loss)	6.3		(0.9)		(1.9)		14.3
Comprehensive income	$	718.7	$	193.7	$	902.8	$	310.6

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

Carlisle Companies Incorporated

Condensed Consolidated Balance Sheets (Unaudited)


(in millions, except par values)	June 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	1,736.3	$	576.7
Receivables, net of allowance for credit losses of $5.0 million and $3.9 million, respectively	903.6		615.3
Inventories	426.3		361.7

Prepaid expenses	21.8		21.2
Other current assets	64.1		107.6
Assets held for sale	—		1,725.6
Total current assets	3,152.1		3,408.1

Property, plant, and equipment, net	664.2		655.2
Goodwill	1,337.3		1,202.5
Other intangible assets, net	1,449.9		1,252.9
Other long-term assets	124.8		101.3

Total assets	$	6,728.3	$	6,620.0

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	363.4	$	245.5
Current portion of debt	402.9		402.7
Accrued and other current liabilities	296.3		292.9
Contract liabilities	27.1		26.4
Liabilities held for sale	—		218.8
Total current liabilities	1,089.7		1,186.3

Long-term liabilities:
Long-term debt, less current portion	1,887.2		1,886.7
Contract liabilities	308.1		297.6
Other long-term liabilities	439.0		420.4

Total long-term liabilities	2,634.3		2,604.7

Stockholders' equity:
Preferred stock, $1 par value per share (5.0 shares authorized and unissued)	—		—
Common stock, $1 par value per share (200.0 shares authorized; 46.4 and 47.7 shares outstanding, respectively)	78.7		78.7
Additional paid-in capital	570.3		553.8
Treasury shares, at cost (32.2 and 30.9 shares, respectively)	(3,988.6)		(3,326.4)
Accumulated other comprehensive loss	(113.0)		(111.1)
Retained earnings	6,456.9		5,634.0
Total stockholders' equity	3,004.3		2,829.0
Total liabilities and equity	$	6,728.3	$	6,620.0

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

Carlisle Companies Incorporated

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Six Months Ended June 30,
(in millions)	2024		2023
Operating activities:
Net income	$	904.7	$	296.3
Reconciliation of net income to net cash provided by operating activities:
Depreciation	34.2		46.1
Amortization	47.8		72.9
Lease expense	12.0		14.5

Stock-based compensation	14.8		21.0

Deferred taxes	(4.1)		(22.9)

(Gain) loss on sale of discontinued operations	(454.4)		50.8
Other operating activities, net	7.1		29.0
Changes in assets and liabilities, excluding effects of acquisitions:
Receivables	(263.1)		(196.5)
Inventories	(69.3)		59.5
Contract assets	10.3		8.9
Prepaid expenses and other assets	2.6		22.1
Accounts payable	104.4		46.5
Accrued and other current liabilities	6.2		(69.9)
Contract liabilities	10.5		7.5
Other long-term liabilities	(16.8)		(15.1)
Net cash provided by operating activities	346.9		370.7

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

Financing activities:


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

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

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

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

Carlisle Companies Incorporated

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Shares in Treasury			Total Stockholders' Equity
(in millions, except per share amounts)	Shares	Amount								Shares	Cost
Balance as of March 31, 2023	50.8	$	78.7	$	516.0	$	(142.6)	$	5,089.8	27.6	$	(2,483.6)	$	3,058.3

Net income	—	—		—		—		194.6		—	—		194.6
Other comprehensive loss, net of tax	—	—		—		(0.9)		—		—	—		(0.9)
Dividends - $0.75 per share	—	—		—		—		(38.3)		—	—		(38.3)
Repurchases of common stock	(0.9)	—		—		—		—		0.9	(201.9)		(201.9)
Issuances and deferrals, net for stock based compensation(1)	0.1	—		15.6		—		—		(0.1)	4.6		20.2
Balance as of June 30, 2023	50.0	$	78.7	$	531.6	$	(143.5)	$	5,246.1	28.4	$	(2,680.9)	$	3,032.0

Balance as of March 31, 2024	47.6	$	78.7	$	562.8	$	(119.3)	$	5,784.8	31.0	$	(3,447.7)	$	2,859.3

Net income	—	—		—		—		712.4		—	—		712.4
Other comprehensive income, net of tax	—	—		—		6.3		—		—	—		6.3
Dividends - $0.85 per share	—	—		—		—		(40.3)		—	—		(40.3)
Repurchases of common stock	(1.3)	—		—		—		—		1.3	(555.0)		(555.0)
Issuances and deferrals, net for stock based compensation(1)	0.1	—		7.5		—		—		(0.1)	14.1		21.6
Balance as of June 30, 2024	46.4	$	78.7	$	570.3	$	(113.0)	$	6,456.9	32.2	$	(3,988.6)	$	3,004.3

(1)Issuances and deferrals, net for stock-based compensation reflects share activity related to option exercises, restricted and performance shares vested, and net issuances and deferrals associated with deferred compensation equity.

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

Carlisle Companies Incorporated

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Shares in Treasury			Total Stockholders' Equity
(in millions, except per share amounts)	Shares	Amount								Shares	Cost
Balance as of December 31, 2022	50.9	$	78.7	$	512.6	$	(157.8)	$	5,027.1	27.5	$	(2,436.2)	$	3,024.4

Net income	—	—		—		—		296.3		—	—		296.3
Other comprehensive income, net of tax	—	—		—		14.3		—		—	—		14.3
Dividends - $1.50 per share	—	—		—		—		(77.3)		—	—		(77.3)
Repurchases of common stock	(1.1)	—		—		—		—		1.1	(252.1)		(252.1)
Issuances and deferrals, net for stock based compensation(1)	0.2	—		19.0		—		—		(0.2)	7.4		26.4
Balance as of June 30, 2023	50.0	$	78.7	$	531.6	$	(143.5)	$	5,246.1	28.4	$	(2,680.9)	$	3,032.0

Balance as of December 31, 2023	47.7	$	78.7	$	553.8	$	(111.1)	$	5,634.0	30.9	$	(3,326.4)	$	2,829.0

Net income	—	—		—		—		904.7		—	—		904.7
Other comprehensive loss, net of tax	—	—		—		(1.9)		—		—	—		(1.9)
Dividends - $1.70 per share	—	—		—		—		(81.8)		—	—		(81.8)
Repurchases of common stock	(1.8)	—		—		—		—		1.8	(705.5)		(705.5)
Issuances and deferrals, net for stock based compensation(1)	0.5	—		16.5		—		—		(0.5)	43.3		59.8
Balance as of June 30, 2024	46.4	$	78.7	$	570.3	$	(113.0)	$	6,456.9	32.2	$	(3,988.6)	$	3,004.3

(1)Issuances and deferrals, net for stock-based compensation, reflects share activity related to option exercises, restricted and performance shares vested, and net issuances and deferrals associated with deferred compensation equity.

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

Carlisle Companies Incorporated

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1—Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by Carlisle Companies Incorporated (the "Company" or "Carlisle"). The accompanying unaudited Condensed Consolidated Financial Statements do not include all disclosures as required by accounting principles generally accepted in the United States of America ("United States" or "U.S."), and should be read in conjunction with the Company’s audited Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Annual Report on Form 10-K").

The accompanying unaudited Condensed Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the U.S. and, of necessity, include some amounts that are based upon management estimates and judgments. The accompanying unaudited Condensed Consolidated Financial Statements include assets, liabilities, revenues and expenses of all majority-owned subsidiaries. Intercompany transactions and balances are eliminated in consolidation.

In the Company's opinion, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting solely of adjustments of a normal, recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the periods presented.

The Company has reclassified certain prior periods' amounts to conform with the current period presentation on the Condensed Consolidated Statements of Cash Flows to reclassify amounts related to the loss on sale of discontinued operations from stock-based compensation, prepaid expenses and other assets, accrued and other current liabilities, and other long-term liabilities to a separately disclosed line item. In Note 5—Discontinued Operations, the Company has redefined certain captions on the Condensed Consolidated Statements of Income related to prior periods to reflect the dispositions of the Carlisle Fluid Technologies ("CFT") and Carlisle Interconnect Technologies ("CIT") businesses. The Company reclassified certain prior period amounts to conform with the current period presentation of revenues by end market as discussed in Note 7—Revenue Recognition to reflect the nature of revenues in information regularly reviewed by the Company.

Discontinued Operations

The results of operations for the Company's CFT and CIT segments have been reclassified as discontinued operations for all periods presented in the Condensed Consolidated Statements of Income. Assets and liabilities subject to the sale of CIT have been reclassified as held for sale for all periods presented in the Condensed Consolidated Balance Sheets. Refer to Note 5—Discontinued Operations for additional information.

Note 2—New Accounting Pronouncements

New Accounting Standards Issued Recently Adopted

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which is intended to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for the Company's fiscal year beginning January 1, 2024 and requires the use of a retrospective approach to all prior periods presented. The Company adopted the standard on January 1, 2024, and plans to adopt the standard for interim periods beginning January 1, 2025. The Company is evaluating the potential impact of its adoption of ASU 2023-07 on the Company's audited Consolidated Financial Statements but does not anticipate that such an adoption will have a material impact.

New Accounting Standards Issued But Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which is intended to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. ASU 2023-09 also includes certain other amendments intended to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for the Company's fiscal year beginning January 1, 2025 and allows the use of a prospective or retrospective approach. The Company plans to adopt the standard

on January 1, 2025 and has not yet determined the potential impact of its adoption of ASU 2023-09 on the Company's audited Consolidated Financial Statements.

Note 3—Segment Information

The Company reports its results of operations through the following two segments, each of which represents a reportable segment as follows:

Carlisle Construction Materials ("CCM")—this segment produces a complete line of premium 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.

Carlisle Weatherproofing Technologies ("CWT")—this segment produces building envelope solutions that effectively drive energy efficiency and sustainability in commercial and residential applications. Products include high-performance waterproofing and moisture protection products, protective roofing underlayments, fully integrated liquid and sheet applied air/vapor barriers, sealants/primers and flashing systems, roof coatings and mastics, spray polyurethane foam and coating systems for a wide variety of thermal protection applications and other premium polyurethane products, block-molded expanded polystyrene insulation, engineered products for HVAC applications, and premium products for a variety of industrial and surfacing applications.

A summary of segment information follows:


	Three Months Ended June 30,
	2024				2023
(in millions)	Revenues		Operating Income (Loss)		Revenues		Operating Income (Loss)
Carlisle Construction Materials	$	1,088.9	$	346.8	$	947.5	$	280.7
Carlisle Weatherproofing Technologies	361.7		59.2		359.5		59.5


Segment total	1,450.6		406.0		1,307.0		340.2
Corporate and unallocated(1)	—		(28.5)		—		(31.6)
Total	$	1,450.6	$	377.5	$	1,307.0	$	308.6

	Six Months Ended June 30,
	2024				2023
(in millions)	Revenues		Operating Income (Loss)		Revenues		Operating Income (Loss)
Carlisle Construction Materials	$	1,872.5	$	558.0	$	1,523.5	$	403.1
Carlisle Weatherproofing Technologies	674.6		101.4		676.1		83.6


Segment total	2,547.1		659.4		2,199.6		486.7
Corporate and unallocated(1)	—		(56.7)		—		(57.4)
Total	$	2,547.1	$	602.7	$	2,199.6	$	429.3

(1)Corporate operating loss includes other unallocated costs, primarily general corporate expenses.

Note 4—Acquisitions

2024 Acquisition

MTL Holdings

On May 1, 2024, the Company completed the acquisition of 100% of the equity of MTL Holdings LLC ("MTL") for cash consideration of $423.1 million, including $10.3 million of cash acquired, subject to certain customary post-closing purchase price adjustments. MTL is a leading provider of prefabricated perimeter edge metal systems and non-insulated architectural metal wall systems for commercial, institutional and industrial buildings.

MTL contributed revenues of $21.9 million and an operating profit of $1.8 million for the period from May 1, 2024, to June 30, 2024. The results of operations of the acquired business are reported as part of the CCM segment.

The following table summarizes the consideration transferred to acquire MTL and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires that consideration be allocated to the acquired assets and assumed liabilities based upon their acquisition date fair values with the remainder allocated to goodwill. The fair values are preliminary and subject to change pending receipt of the final valuation for all acquired assets and liabilities.


	Preliminary Allocation
(in millions)	As of 5/1/2024
Total cash consideration transferred	$	423.1
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	10.3
Receivables, net	14.0
Inventories	17.2
Prepaid expenses and other current assets	0.9
Property, plant and equipment	10.7
Definite-lived intangible assets	248.3
Other long-term assets	8.1
Accounts payable	(5.9)
Accrued and other current liabilities	(6.1)
Deferred income taxes	(6.9)
Other long-term liabilities	(6.7)
Total identifiable net assets	283.9
Goodwill	$	139.2

The goodwill recognized in the acquisition of MTL reflects market participant synergies attributable to significant raw material purchase synergies with CCM, other administrative synergies, the value of the assembled workforce to Carlisle and opportunities for product line expansions. The Company acquired $14.1 million of gross contractual accounts receivable, of which $0.1 million was not expected to be collected at the date of acquisition. All of the goodwill has been preliminarily assigned to the Carlisle Architectural Metals reporting unit, which is part of the CCM reportable segment. Goodwill totaled $139.2 million, of which $138.8 million is deductible for tax purposes.

The preliminary fair values and weighted average useful lives of the acquired definite-lived intangible assets are as follows:


(in millions)	Fair Value		Weighted Average Useful Life (in years)
Customer relationships	$	183.1	13
Trade names	44.6		19
Technologies	18.1		11
Software	2.5		5
Total	$	248.3

The Company has also preliminarily recorded, as part of the purchase price allocation, deferred tax liabilities primarily related to intangible assets of approximately $6.9 million.

2023 Acquisition

Polar Industries

On November 8, 2023, the Company completed the acquisition of select assets of Polar Industries, Inc., Fox Transport, Inc. and LRH, LLC (collectively “Polar”) for cash consideration of $36.1 million, subject to certain customary post-closing purchase price adjustments, which were finalized in the first quarter of 2024. Polar is a manufacturer of expanded polystyrene and graphite polystyrene for residential and commercial applications.

The Company has preliminarily allocated consideration of $20.9 million to goodwill, all of which is deductible for tax purposes. The Company assigned all of the goodwill to the CWT reporting unit. The Company allocated consideration of $2.6 million to customer relationships, with a useful life of nine years, $9.4 million to property, plant

and equipment, $1.8 million to inventory, $1.8 million to accounts receivable, $0.2 million to accounts payable and $0.2 million to accrued and other current liabilities.

Note 5—Discontinued Operations

On May 21, 2024, the Company completed the sale of CIT for cash proceeds of $2.025 billion, subject to certain customary purchase price adjustments.

On October 2, 2023, the Company completed the sale of CFT for cash proceeds of $520 million, subject to certain customary purchase price adjustments.

The sales of CIT and CFT are consistent with the Company's pivot to a pure-play building products company, employing a capital allocation approach to its highest returning businesses.

A summary of the results from discontinued operations included in the Condensed Consolidated Statements of Income follows:


	Three Months Ended June 30, 2024
	CIT		CFT		Other		Total
Revenues	$	115.2	$	—	$	—	$	115.2

Cost of goods sold	83.7		—		—		83.7

Other operating expenses, net	11.9		—		—		11.9
Operating income	19.6		—		—		19.6
Other non-operating expense, net	0.1		1.2		0.3		1.6
Income (loss) from discontinued operations before income taxes and gain on sale	19.5		(1.2)		(0.3)		18.0
(Gain) loss on sale of discontinued operations	(462.3)		0.1		—		(462.2)

Income (loss) from discontinued operations before income taxes	481.8		(1.3)		(0.3)		480.2
Provision for (benefit from) income taxes	53.6		(0.4)		(0.2)		53.0
Income (loss) from discontinued operations	$	428.2	$	(0.9)	$	(0.1)	$	427.2


	Three Months Ended June 30, 2023
	CIT		CFT		Other		Total
Revenues	$	218.9	$	78.0	$	—	$	296.9

Cost of goods sold	165.9		44.6		—		210.5
Impairment(1)	—		24.8		—		24.8
Other operating expenses, net	34.1		18.5		—		52.6
Operating income (loss)	18.9		(9.9)		—		9.0
Other non-operating expense, net	0.8		0.5		1.1		2.4
Income (loss) from discontinued operations before income taxes and loss on sale	18.1		(10.4)		(1.1)		6.6
Loss on sale of discontinued operations(2)	—		50.8		—		50.8
Income (loss) from discontinued operations before income taxes	18.1		(61.2)		(1.1)		(44.2)
Provision for (benefit from) income taxes	3.3		(14.9)		(0.5)		(12.1)
Income (loss) from discontinued operations	$	14.8	$	(46.3)	$	(0.6)	$	(32.1)

(1)In the second quarter of 2023, as a result of the anticipated sale of the CFT reporting unit, the Company evaluated the reporting unit for impairment and determined that it was more likely than not that the carrying value of the reporting unit exceeded its fair value. Accordingly, an impairment analysis was performed which resulted in a goodwill impairment charge of $24.8 million.

(2)Includes expenses related to legal fees, stock-based compensation, and loss on valuation allowance that were related to the sale of CFT, which are incorporated into the (gain)/loss on sale of discontinued operations upon the close of the sale, but incurred prior to the close of the transaction.


	Six Months Ended June 30, 2024
	CIT		CFT		Other		Total
Revenues	$	328.6	$	—	$	—	$	328.6

Cost of goods sold	237.5		—		—		237.5

Other operating expenses, net	34.4		—		—		34.4
Operating income	56.7		—		—		56.7
Other non-operating (income) expense, net	(0.1)		7.6		1.5		9.0
Income (loss) from discontinued operations before income taxes and loss on sale	56.8		(7.6)		(1.5)		47.7
(Gain) loss on sale of discontinued operations	(454.7)		0.3		—		(454.4)

Income (loss) from discontinued operations before income taxes	511.5		(7.9)		(1.5)		502.1
Provision for (benefit from) income taxes	57.0		(2.7)		(0.8)		53.5
Income (loss) from discontinued operations	$	454.5	$	(5.2)	$	(0.7)	$	448.6


	Six Months Ended June 30, 2023
	CIT		CFT		Other		Total
Revenues	$	432.4	$	150.7	$	—	$	583.1

Cost of goods sold	334.2		87.1		—		421.3
Impairment(1)	—		24.8		—		24.8
Other operating expenses, net	69.4		38.3		—		107.7
Operating income	28.8		0.5		—		29.3
Other non-operating income, net	0.4		0.5		0.6		1.5
Income (loss) from discontinued operations before income taxes and loss from classification to held for sale	28.4		—		(0.6)		27.8
Loss on sale of discontinued operations(2)	—		50.8		—		50.8
Income (loss) from discontinued operations before income taxes	28.4		(50.8)		(0.6)		(23.0)
Provision for (benefit from) income taxes	5.4		(12.4)		(2.0)		(9.0)
Income (loss) from discontinued operations	$	23.0	$	(38.4)	$	1.4	$	(14.0)

Expense reflected in CFT and Other in the second quarter and the first six months of 2024 are primarily related to legal matters related to the sold businesses.

A summary of the carrying amounts of major assets and liabilities of CIT, which were classified as held for sale in the Condensed Consolidated Balance Sheets, follows:


(in millions)	December 31, 2023
ASSETS
Cash and cash equivalents	$	28.8
Receivables, net	145.5
Inventories	149.5
Contract assets	75.9
Prepaid other current assets	23.7



Property, plant, and equipment, net	183.4
Goodwill	838.0
Other intangible assets, net	259.3
Other long-term assets	21.5

Total assets of the disposal group classified as held for sale	$	1,725.6

LIABILITIES
Accounts payable	$	84.3
Contract liabilities	1.4
Accrued liabilities and other	52.4


Other long-term liabilities	80.7

Total liabilities of the disposal group classified as held for sale	$	218.8

A summary of cash flows from discontinued operations included in the Condensed Consolidated Statements of Cash Flows follows:



	Six Months Ended June 30, 2024
(in millions)	CIT		CFT		Other		Total
Net cash provided by (used in) operating activities	$	20.0	$	(5.2)	$	(0.7)	$	14.1
Net cash provided by investing activities	1,983.6		—		—		1,983.6
Net cash (used in) provided by financing activities(1)	(2,032.4)		5.2		0.7		(2,026.5)
Change in cash and cash equivalents from discontinued operations	(28.8)		—		—		(28.8)
Cash and cash equivalents from discontinued operations at beginning of period	28.8		—		—		28.8
Cash and cash equivalents from discontinued operations at end of period	$	—	$	—	$	—	$	—


	Six Months Ended June 30, 2023
(in millions)	CIT		CFT		Other		Total
Net cash provided by operating activities	$	61.2	$	36.3	$	1.4	$	98.9
Net cash used in investing activities	(12.6)		(0.5)		—		(13.1)
Net cash used in financing activities(1)	(42.4)		(37.9)		(1.4)		(81.7)
Change in cash and cash equivalents from discontinued operations	6.2		(2.1)		—		4.1
Cash and cash equivalents from discontinued operations at beginning of period	23.9		11.3		—		35.2
Cash and cash equivalents from discontinued operations at end of period	$	30.1	$	9.2	$	—	$	39.3

(1)Represents (repayments) or borrowings from the Carlisle cash pool to fund working capital and capital expenditures and return of capital upon sale.

Note 6—Earnings Per Share

The Company’s restricted shares contain non-forfeitable rights to dividends and are considered participating securities for purposes of computing earnings per share pursuant to the two-class method. The computation below

of earnings per share excludes income attributable to the unvested restricted shares from the numerator and excludes the dilutive impact of those underlying shares from the denominator.

The computation below of earnings per share includes the income attributable to the vested and deferred restricted shares and restricted stock units in the numerator and includes the dilutive impact of those underlying shares in the denominator.

Stock options are included in the calculation of diluted earnings per share utilizing the treasury stock method and performance share awards are included in the calculation of diluted earnings per share considering those are contingently issuable. Neither is considered to be a participating security as they do not contain non-forfeitable dividend rights.

Income from continuing operations and share data used in the basic and diluted earnings per share computations using the two-class method follows:


		Three Months Ended June 30,						Six Months Ended June 30,
(in millions, except per share amounts and percentages)		2024			2023			2024			2023
Income from continuing operations		$	285.2		$	226.7		$	456.1		$	310.3
Less: dividends declared		40.3			38.3			81.8			77.3
Undistributed earnings		244.9			188.4			374.3			233.0
Percent allocated to common stockholders(1)		99.8		%	99.8		%	99.8		%	99.8		%
Undistributed earnings allocated to common stockholders		244.4			188.0			373.6			232.5
Add: dividends declared to common shares, restricted share units and vested and deferred restricted and performance shares		40.2			38.2			81.6			77.1
Income from continuing operations attributable to common stockholders		$	284.6		$	226.2		$	455.2		$	309.6

Shares:
Basic weighted-average shares outstanding		47.3			50.7			47.5			50.9
Effect of dilutive securities:
Performance awards		0.2			0.2			0.2			0.1
Stock options		0.4			0.3			0.5			0.4
Diluted weighted-average shares outstanding		47.9			51.2			48.2			51.4

Per share income from continuing operations attributable to common shares:
Basic		$	6.02		$	4.46		$	9.58		$	6.08
Diluted		$	5.94		$	4.42		$	9.45		$	6.02

(1)	Basic weighted-average shares outstanding	47.3			50.7			47.5			50.9
	Basic weighted-average shares outstanding and unvested restricted shares expected to vest	47.4			50.8			47.6			51.0
	Percent allocated to common stockholders	99.8		%	99.8		%	99.8		%	99.8		%

To calculate earnings per share for income from discontinued operations and for net income, the denominator for both basic and diluted earnings per share is the same as used in the above table.


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2024		2023		2024		2023
Income (loss) from discontinued operations attributable to common stockholders for basic and diluted earnings per share	$	426.3	$	(32.1)	$	447.7	$	(14.0)
Net income attributable to common stockholders for basic and diluted earnings per share	711.1		194.1		903.0		295.6
Anti-dilutive stock options excluded from earnings per share calculation(1)	0.1		0.8		0.1		0.8

(1)Represents stock options excluded from the calculation of diluted earnings per share, as such options’ assumed proceeds upon exercise would result in the repurchase of more shares than the underlying award.

Note 7—Revenue Recognition

The Company receives payment at the inception of the contract for separately priced extended service warranties, and revenue is deferred and recognized on a straight-line basis over the life of the contracts. Remaining performance obligations for extended service warranties represent the transaction price for the remaining stand-ready obligation to perform warranty services. A summary of estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of June 30, 2024, follows:


(in millions)	Remainder of 2024		2025		2026		2027		2028		2029		Thereafter
Extended service warranties	$	14.0	$	27.2	$	26.2	$	25.2	$	24.1	$	23.1	$	195.4

The Company has applied the practical expedient to not disclose information about remaining performance obligations that have original expected durations of one year or less.

Contract Balances

Contract liabilities relate to payments received in advance of performance under a contract, primarily related to extended service warranties in the CCM and CWT segments. Contract liabilities are recognized as revenue as (or when) the Company performs under the contract. A summary of the change in contract liabilities for the six months ended June 30, follows:


(in millions)	2024		2023
Balance as of January 1	$	324.0	$	294.8
Revenue recognized	(14.1)		(13.2)
Revenue deferred	25.3		25.7

Balance as of June 30	$	335.2	$	307.3

Revenues by End-Market

A summary of revenues disaggregated by major end-market industries and reconciliation of disaggregated revenues by segment follows:


	Three Months Ended June 30, 2024
(in millions)	CCM		CWT		Total
General construction:
Non-residential	$	1,006.8	$	163.0	$	1,169.8
Residential	82.1		164.5		246.6
Total construction	1,088.9		327.5		1,416.4



Heavy equipment	—		27.6		27.6
General industrial and other	—		6.6		6.6
Total revenues	$	1,088.9	$	361.7	$	1,450.6

	Three Months Ended June 30, 2023
(in millions)	CCM		CWT		Total
General construction:
Non-residential	$	872.5	$	150.0	$	1,022.5
Residential	75.0		177.0		252.0
Total construction	947.5		327.0		1,274.5



Heavy equipment	—		28.4		28.4
General industrial and other	—		4.1		4.1
Total revenues	$	947.5	$	359.5	$	1,307.0


	Six Months Ended June 30, 2024
(in millions)	CCM		CWT		Total
General construction:
Non-residential	$	1,725.6	$	297.8	$	2,023.4
Residential	146.9		309.5		456.4
Total construction	1,872.5		607.3		2,479.8



Heavy equipment	—		55.8		55.8
General industrial and other	—		11.5		11.5
Total revenues