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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________

FORM 8-K

_____________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

_____________________________________________________

Date of Report (Date of earliest event reported): October 10, 2023

www.carlisle.com

CARLISLE COMPANIES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

001-09278

31-1168055

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

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

(Address of principal executive offices, including zip code)

480-781-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common stock, $1 par value

CSL

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

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

Item 8.01. Other Events

On October 10, 2023, Carlisle Companies Incorporated (the "Company") announced that it will reclassify the results of operations for Carlisle Interconnect Technologies (“CIT”) as discontinued operations for all periods presented in the Consolidated Statements of Income beginning in the third quarter of 2023. Assets and liabilities subject to the sale of CIT will be reclassified as held for sale for all periods presented in the Consolidated Balance Sheet.

As previously reported, CIT contributed revenues of $432.4 million, operating income of $30.6 million and adjusted EBITDA of $69.7 million for the first six months of 2023. Included in the reconciliation from operating income to adjusted EBITDA was $22.3 million related to amortization.

A copy of the press release is furnished as Exhibit 99.1 to this Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Exhibit Title

99.1						Press release of Carlisle Companies Incorporated dated October 10, 2023.
104						Cover page interactive data file (embedded within the inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		CARLISLE COMPANIES INCORPORATED

Date:	October 10, 2023	By:	/s/ Kevin P. Zdimal
			Kevin P. Zdimal
			Vice President and Chief Financial Officer

EX-99.1 2 exhibit991-cslpressrelease.htm EX-99.1 Document

Exhibit 99.1


PRESS RELEASE

10/10/23

Carlisle Companies to Reclassify Results of Operations for Carlisle Interconnect Technologies as Discontinued Operations Effective for the Third Quarter 2023

SCOTTSDALE, ARIZONA, October 10, 2023 - Carlisle Companies Incorporated (NYSE:CSL) will reclassify the results of operations for Carlisle Interconnect Technologies (“CIT”) as discontinued operations for all periods presented in the Consolidated Statements of Income beginning in the third quarter of 2023. Assets and liabilities subject to the sale of CIT will be reclassified as held for sale for all periods presented in the Consolidated Balance Sheet.

About Carlisle Companies Incorporated

Carlisle Companies Incorporated is a leading supplier of innovative Building Envelope products and solutions for more energy efficient buildings. Through its building products businesses – Carlisle Construction Materials (“CCM”) and Carlisle Weatherproofing Technologies (“CWT”) – and family of leading brands, Carlisle delivers innovative, labor reducing and environmentally responsible products and solutions to customers through the Carlisle Experience. Carlisle is committed to generating superior shareholder returns and maintaining a balanced capital deployment approach, including investments in our businesses, strategic acquisitions, share repurchases and continued dividend increases. Leveraging its culture of continuous improvement as embodied in the Carlisle Operating System (“COS”), Carlisle has committed to achieving net-zero greenhouse gas emissions by 2050.

Contact: Mehul Patel

Vice President, Investor Relations

Carlisle Companies Incorporated

(310) 592 - 9668

mpatel@carlisle.com

Carlisle Companies Incorporated

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

Earnings before interest and taxes ("EBIT"), adjusted EBIT, adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") and adjusted EBITDA margin are intended to provide investors and others with information about the Company's and its segments' performance without the effect of items that, by their nature, tend to obscure core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. As a result, management believes that these measures enhance the ability of investors to analyze trends in the Company’s businesses and evaluate the Company’s performance relative to similarly-situated companies. This information differs from net income and operating income determined in accordance with GAAP and should not be considered in isolation or as a substitute for measures of performance determined in accordance with GAAP. Carlisle's and its segments' EBIT, adjusted EBIT, adjusted EBITDA and adjusted EBITDA margin follows, which may not be comparable to similarly titled measures reported by other companies.


	Six Months Ended June 30, 2023
(in millions)	CIT
Operating income (loss) (GAAP)	$	30.6
Non-operating (income) expense, net(1)	0.4
EBIT	30.2
Exit and disposal, and facility rationalization costs	3.7
Inventory step-up amortization and acquisition costs	—
Impairment charges	—
(Gains) losses from acquisitions and disposals	0.2

Losses (gains) from litigation	1.6

Total non-comparable items	5.5
Adjusted EBIT	35.7
Depreciation	11.7
Amortization	22.3
Adjusted EBITDA	$	69.7

Total revenues	$	432.4
Adjusted EBITDA margin	16.1		%