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 ~~September 30, 2021~~March 31, 2022


			☐			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~~

~~Preferred stock purchase rights~~

~~n/a~~

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 ~~October 19, 2021,~~April 22, 2022, there were ~~52,284,570~~51,698,461 shares of the registrant's common stock, par value $1.00 per share, outstanding.

Carlisle Companies Incorporated

Table of Contents


			Page
PART II—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 Statement of Cash Flows (Unaudited)			5

Condensed Statement of ~~Shareholders'~~Stockholders' Equity (Unaudited)			76

Notes to Condensed Consolidated Financial Statements (Unaudited)			87

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			2419

Item 3. Quantitative and Qualitative Disclosure about Market Risk			3730

Item 4. Controls and Procedures			3830

PART IIII—Other Information

Item 1. Legal Proceedings			3830

Item 1A. Risk Factors			3830

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3830

Item 3. Defaults Upon Senior Securities			3831

Item 4. Mine Safety Disclosures			3831

Item 5. Other Information			3831

Item 6. Exhibits			3931

Signature			4032

PART II—Financial Information

Item 1. Financial Statements

Carlisle Companies Incorporated

Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(in millions, except per share amounts)	(in millions, except per share amounts)	2021		2020		2021		2020		(in millions, except per share amounts)		2022		2021
Revenues	Revenues	$	1,315.6	$	1,057.0	$	3,434.3	$	2,981.6	Revenues		$	1,496.3	$	940.9

Cost of goods sold	Cost of goods sold	944.0		739.1		2,510.1		2,124.2		Cost of goods sold		1,005.4		696.0
Selling and administrative expenses	Selling and administrative expenses	192.6		153.0		504.7		448.5		Selling and administrative expenses		203.0		150.8
Research and development expenses	Research and development expenses	12.8		11.5		37.0		35.1		Research and development expenses		12.3		10.4

Other operating income, net	Other operating income, net	(0.3)		(1.4)		(2.5)		(2.7)		Other operating income, net		(1.7)		(1.0)
Operating income	Operating income	166.5		154.8		385.0		376.5		Operating income		277.3		84.7
Interest expense, net	Interest expense, net	19.8		19.1		58.2		57.8		Interest expense, net		22.6		19.2
Loss on extinguishment of debt		—		—		—		8.8

Interest income	Interest income	(0.2)		(0.7)		(1.1)		(4.0)		Interest income		(0.2)		(0.5)
Other non-operating expense (income), net		0.9		0.5		5.6		(0.4)
Other non-operating expense, net										Other non-operating expense, net		0.1		3.6
Income from continuing operations before income taxes	Income from continuing operations before income taxes	146.0		135.9		322.3		314.3		Income from continuing operations before income taxes		254.8		62.4
Provision for income taxes	Provision for income taxes	33.0		33.2		66.1		70.8		Provision for income taxes		60.5		13.3
Income from continuing operations	Income from continuing operations	113.0		102.7		256.2		243.5		Income from continuing operations		194.3		49.1

Discontinued operations:	Discontinued operations:									Discontinued operations:
Income (loss) before income taxes		2.2		0.5		13.0		(4.7)
(Benefit from) provision for income taxes		(26.9)		0.9		(24.4)		(0.7)
Income (loss) from discontinued operations		29.1		(0.4)		37.4		(4.0)
(Loss) income before income taxes										(Loss) income before income taxes		(0.7)		4.5
Provision for income taxes										Provision for income taxes		—		1.4
(Loss) income from discontinued operations										(Loss) income from discontinued operations		(0.7)		3.1
Net income	Net income	$	142.1	$	102.3	$	293.6	$	239.5	Net income		$	193.6	$	52.2

Basic earnings per share attributable to common shares:	Basic earnings per share attributable to common shares:									Basic earnings per share attributable to common shares:
Income from continuing operations	Income from continuing operations	$	2.15	$	1.89	$	4.86	$	4.42	Income from continuing operations		$	3.72	$	0.92
Income (loss) from discontinued operations		0.55		(0.01)		0.71		(0.07)
(Loss) income from discontinued operations										(Loss) income from discontinued operations		(0.01)		0.06
Basic earnings per share	Basic earnings per share	$	2.70	$	1.88	$	5.57	$	4.35	Basic earnings per share		$	3.71	$	0.98

Diluted earnings per share attributable to common shares:	Diluted earnings per share attributable to common shares:									Diluted earnings per share attributable to common shares:
Income from continuing operations	Income from continuing operations	$	2.12	$	1.88	$	4.80	$	4.38	Income from continuing operations		$	3.67	$	0.91
Income (loss) from discontinued operations		0.55		(0.01)		0.70		(0.07)
(Loss) income from discontinued operations										(Loss) income from discontinued operations		(0.01)		0.06
Diluted earnings per share	Diluted earnings per share	$	2.67	$	1.87	$	5.50	$	4.31	Diluted earnings per share		$	3.66	$	0.97

Average shares outstanding:	Average shares outstanding:									Average shares outstanding:
Basic	Basic	52.3		54.1		52.6		54.9		Basic		52.1		53.0
Diluted	Diluted	53.0		54.5		53.2		55.4		Diluted		52.9		53.6

Comprehensive income:	Comprehensive income:									Comprehensive income:
Net income	Net income	$	142.1	$	102.3	$	293.6	$	239.5	Net income		$	193.6	$	52.2
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Foreign currency gains (losses)	Foreign currency gains (losses)	0.6		24.9		(5.9)		4.4		Foreign currency gains (losses)		3.5		(13.3)
Amortization of unrecognized net periodic benefit costs, net of tax	Amortization of unrecognized net periodic benefit costs, net of tax	1.2		1.1		3.6		3.1		Amortization of unrecognized net periodic benefit costs, net of tax		1.0		1.2
Other, net of tax	Other, net of tax	(0.2)		2.2		(1.9)		(15.3)		Other, net of tax		(0.7)		(2.0)
Other comprehensive income (loss)	Other comprehensive income (loss)	1.6		28.2		(4.2)		(7.8)		Other comprehensive income (loss)		3.8		(14.1)
Comprehensive income	Comprehensive income	$	143.7	$	130.5	$	289.4	$	231.7	Comprehensive income		$	197.4	$	38.1

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

Carlisle Companies Incorporated

Condensed Consolidated Balance Sheets (Unaudited)


(in millions, except par values)	(in millions, except par values)	September 30, 2021		December 31, 2020		(in millions, except par values)	March 31, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	295.6	$	897.1	Cash and cash equivalents	$	291.7	$	324.4
Receivables, net of allowance for credit losses of $5.1 million and $5.0 million, respectively		877.5		554.4
Receivables, net of allowance for credit losses of $6.2 million and $5.3 million, respectively						Receivables, net of allowance for credit losses of $6.2 million and $5.3 million, respectively	1,002.6		814.6
Inventories, net	Inventories, net	548.9		432.7		Inventories, net	728.9		605.1
Contract assets	Contract assets	73.5		84.5		Contract assets	73.6		72.1
Prepaid expenses	Prepaid expenses	35.1		35.8		Prepaid expenses	41.8		49.9
Other current assets	Other current assets	251.2		60.2		Other current assets	90.2		284.8
Discontinued operations		—		144.6

Total current assets	Total current assets	2,081.8		2,209.3		Total current assets	2,228.8		2,150.9

Property, plant, and equipment, net	Property, plant, and equipment, net	734.1		672.1		Property, plant, and equipment, net	769.1		759.9
Goodwill, net	Goodwill, net	2,539.5		1,641.7		Goodwill, net	2,215.0		2,199.0
Other intangible assets, net	Other intangible assets, net	1,599.4		960.9		Other intangible assets, net	1,980.9		2,008.7
Other long-term assets	Other long-term assets	119.8		107.4		Other long-term assets	129.2		128.3
Discontinued operations		—		275.0

Total assets	Total assets	$	7,074.6	$	5,866.4	Total assets	$	7,323.0	$	7,246.8

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	481.0	$	284.5	Accounts payable	$	520.9	$	432.4
Current portion of debt						Current portion of debt	352.1		352.0
Accrued and other current liabilities	Accrued and other current liabilities	332.6		274.6		Accrued and other current liabilities	278.4		351.2
Contract liabilities	Contract liabilities	35.3		32.5		Contract liabilities	37.2		33.9
Current portion of debt		2.4		1.1
Discontinued operations		—		53.5

Total current liabilities	Total current liabilities	851.3		646.2		Total current liabilities	1,188.6		1,169.5

Long-term liabilities:	Long-term liabilities:					Long-term liabilities:
Long-term debt, less current portion	Long-term debt, less current portion	2,924.0		2,080.2		Long-term debt, less current portion	2,576.7		2,575.4
Contract liabilities	Contract liabilities	246.8		235.8		Contract liabilities	251.9		250.0
Other long-term liabilities	Other long-term liabilities	507.7		344.6		Other long-term liabilities	627.2		622.4
Discontinued operations		—		21.9

Total long-term liabilities	Total long-term liabilities	3,678.5		2,682.5		Total long-term liabilities	3,455.8		3,447.8

Shareholders' equity:
Stockholders' equity:						Stockholders' equity:
Preferred stock, $1 par value per share (5.0 shares authorized and unissued)	Preferred stock, $1 par value per share (5.0 shares authorized and unissued)	—		—		Preferred stock, $1 par value per share (5.0 shares authorized and unissued)	—		—
Common stock, $1 par value per share (200.0 shares authorized; 52.1 and 52.9 shares outstanding, respectively)		78.7		78.7
Common stock, $1 par value per share (200.0 shares authorized; 51.6 and 52.0 shares outstanding, respectively)						Common stock, $1 par value per share (200.0 shares authorized; 51.6 and 52.0 shares outstanding, respectively)	78.7		78.7
Additional paid-in capital	Additional paid-in capital	473.8		441.7		Additional paid-in capital	483.5		481.5
Treasury shares, at cost (26.3 and 25.5 shares, respectively)		(2,044.4)		(1,814.4)
Treasury shares, at cost (26.8 and 26.4 shares, respectively)						Treasury shares, at cost (26.8 and 26.4 shares, respectively)	(2,184.8)		(2,063.2)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(101.2)		(97.0)		Accumulated other comprehensive loss	(101.4)		(105.2)
Retained earnings	Retained earnings	4,137.9		3,928.7		Retained earnings	4,402.6		4,237.7
Total shareholders' equity		2,544.8		2,537.7
Total stockholders' equity						Total stockholders' equity	2,678.6		2,629.5
Total liabilities and equity	Total liabilities and equity	$	7,074.6	$	5,866.4	Total liabilities and equity	$	7,323.0	$	7,246.8

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

Carlisle Companies Incorporated

Condensed Consolidated Statements of Cash Flows (Unaudited)


		Nine Months Ended September 30,					Three Months Ended March 31,
(in millions)	(in millions)	2021		2020		(in millions)	2022		2021
Operating activities:	Operating activities:					Operating activities:
Net income	Net income	$	293.6	$	239.5	Net income	$	193.6	$	52.2
Reconciliation of net income to net cash provided by operating activities:	Reconciliation of net income to net cash provided by operating activities:					Reconciliation of net income to net cash provided by operating activities:
Depreciation	Depreciation	67.9		73.3		Depreciation	24.0		23.7
Amortization	Amortization	96.8		95.7		Amortization	40.7		30.6
Lease expense	Lease expense	20.3		20.9		Lease expense	7.1		6.8

Stock-based compensation	Stock-based compensation	14.0		21.0		Stock-based compensation	9.6		14.9
Loss on extinguishment of debt		—		8.8

Deferred taxes	Deferred taxes	(2.0)		(2.4)		Deferred taxes	1.2		(1.1)

Other operating activities, net	Other operating activities, net	16.9		17.9		Other operating activities, net	3.3		4.2
Changes in assets and liabilities, excluding effects of acquisitions:	Changes in assets and liabilities, excluding effects of acquisitions:					Changes in assets and liabilities, excluding effects of acquisitions:
Receivables	Receivables	(268.7)		(34.0)		Receivables	(189.2)		(72.9)
Inventories	Inventories	(72.4)		(5.7)		Inventories	(122.0)		(30.8)
Contract assets	Contract assets	11.7		4.7		Contract assets	(1.5)		8.2
Prepaid expenses and other assets	Prepaid expenses and other assets	(9.3)		15.8		Prepaid expenses and other assets	17.4		20.6
Accounts payable	Accounts payable	134.9		(1.9)		Accounts payable	88.5		45.6
Accrued and other current liabilities	Accrued and other current liabilities	(4.4)		(5.4)		Accrued and other current liabilities	(23.1)		(24.7)
Contract liabilities	Contract liabilities	11.3		15.9		Contract liabilities	5.2		2.9
Other long-term liabilities	Other long-term liabilities	(26.7)		(23.9)		Other long-term liabilities	(10.5)		(12.6)
Net cash provided by operating activities	Net cash provided by operating activities	283.9		440.2		Net cash provided by operating activities	44.3		67.6

Investing activities:	Investing activities:					Investing activities:
Proceeds from sale of discontinued operation, net of cash disposed						Proceeds from sale of discontinued operation, net of cash disposed	125.0		—
Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(1,573.9)		(35.4)		Acquisitions, net of cash acquired	(24.7)		—
Proceeds from sale of discontinued operation, net of cash disposed		247.7		—
Capital expenditures	Capital expenditures	(88.9)		(72.7)		Capital expenditures	(31.1)		(20.0)
Investment in securities	Investment in securities	(10.2)		—		Investment in securities	10.3		(10.2)
Other investing activities, net	Other investing activities, net	2.1		1.4		Other investing activities, net	1.7		1.8
Net cash used in investing activities		(1,423.2)		(106.7)
Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	81.2		(28.4)

Financing activities:	Financing activities:					Financing activities:
Proceeds from notes		842.6		740.7
Repayment of notes		—		(258.5)
Borrowings from revolving credit facility		650.0		500.0
Repayments of revolving credit facility		(650.0)		(500.0)
Financing costs		(1.7)		(24.2)

Repurchases of common stock	Repurchases of common stock	(290.6)		(341.7)		Repurchases of common stock	(125.0)		(150.0)
Dividends paid	Dividends paid	(84.2)		(84.5)		Dividends paid	(28.7)		(28.4)
Proceeds from exercise of stock options	Proceeds from exercise of stock options	77.4		12.9		Proceeds from exercise of stock options	7.7		13.5
Withholding tax paid related to stock-based compensation	Withholding tax paid related to stock-based compensation	(8.4)		(7.4)		Withholding tax paid related to stock-based compensation	(12.0)		(7.6)
Other financing activities, net	Other financing activities, net	(1.2)		(0.6)		Other financing activities, net	(0.8)		(0.3)
Net cash provided by financing activities		533.9		36.7
Net cash used in financing activities						Net cash used in financing activities	(158.8)		(172.8)

Effect of foreign currency exchange rate changes on cash and cash equivalents	Effect of foreign currency exchange rate changes on cash and cash equivalents	(1.2)		(2.4)		Effect of foreign currency exchange rate changes on cash and cash equivalents	0.6		(1.4)
Change in cash and cash equivalents	Change in cash and cash equivalents	(606.6)		367.8		Change in cash and cash equivalents	(32.7)		(135.0)
Less: change in cash and cash equivalents of discontinued operations	Less: change in cash and cash equivalents of discontinued operations	(5.1)		(1.1)		Less: change in cash and cash equivalents of discontinued operations	—		1.1
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	897.1		342.5		Cash and cash equivalents at beginning of period	324.4		897.1
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	295.6	$	711.4	Cash and cash equivalents at end of period	$	291.7	$	761.0

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

Carlisle Companies Incorporated

Condensed Consolidated Statement of ~~Shareholders’~~Stockholders’ Equity (Unaudited)


		Common Stock			Additional Paid-In Capital				Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Shares in Treasury					Total Shareholders' Equity					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)	(in millions, except per share amounts)	Shares	Amount								Shares			Cost		(in millions, except per share amounts)		Shares					Amount								Shares							Cost
Balance as of June 30, 2020		54.4	$	78.7			$	427.8				$	(160.1)	$	3,802.5	24.0					$	(1,632.7)		$	2,516.2
Balance as of December 31, 2020																						Balance as of December 31, 2020		52.9		$	78.7		$	441.7			$	(97.0)		$	3,928.7			25.5		$	(1,814.4)		$	2,537.7

Net income	Net income	—	—		—				—			102.3		—		—			102.3			Net income		—		—		—				—			52.2				—		—			52.2
Other comprehensive income, net of tax		—	—		—				28.2			—		—		—			28.2
Other comprehensive loss, net of tax																						Other comprehensive loss, net of tax		—		—		—				(14.1)			—				—		—			(14.1)
Dividends - $0.525 per share	Dividends - $0.525 per share	—	—		—				—			(28.7)		—		—			(28.7)			Dividends - $0.525 per share		—		—		—				—			(28.5)				—		—			(28.5)
Repurchases of common stock	Repurchases of common stock	(1.2)	—		—				—			—		1.2		(149.9)			(149.9)			Repurchases of common stock		(1.0)		—		—				—			—				1.0		(150.0)			(150.0)
Issuances and deferrals, net for stock based compensation(1)		—	—		5.8				—			—		—		1.4			7.2
Balance as of September 30, 2020		53.2	$	78.7	$	433.6			$	(131.9)		$	3,876.1	25.2		$	(1,781.2)		$	2,475.3
Issuances and deferrals, net for stock-based compensation(1)																						Issuances and deferrals, net for stock-based compensation(1)		0.2		—		1.7				—			—				(0.2)		12.8			14.5
Balance as of March 31, 2021																						Balance as of March 31, 2021		52.1		$	78.7	$	443.4			$	(111.1)		$	3,952.4			26.3		$	(1,951.6)		$	2,411.8

Balance as of June 30, 2021		51.9	$	78.7	$	460.1			$	(102.8)		$	4,024.2	26.5		$	(2,042.3)		$	2,417.9
Balance as of December 31, 2021																						Balance as of December 31, 2021		52.0		$	78.7	$	481.5			$	(105.2)		$	4,237.7			26.4		$	(2,063.2)		$	2,629.5

Net income	Net income	—	—		—				—			142.1		—		—			142.1			Net income		—		—		—				—			193.6				—		—			193.6
Other comprehensive income, net of tax	Other comprehensive income, net of tax	—	—		—				1.6			—		—		—			1.6			Other comprehensive income, net of tax		—		—		—				3.8			—				—		—			3.8
Dividends - $0.54 per share	Dividends - $0.54 per share	—	—		—				—			(28.4)		—		—			(28.4)			Dividends - $0.54 per share		—		—		—				—			(28.7)				—		—			(28.7)
Repurchases of common stock	Repurchases of common stock	(0.1)	—		—				—			—		0.1		(25.0)			(25.0)			Repurchases of common stock		(0.5)		—		—				—			—				0.5		(125.0)			(125.0)
Issuances and deferrals, net for stock based compensation(1)		0.3	—		13.7				—			—		(0.3)		22.9			36.6
Balance as of September 30, 2021		52.1	$	78.7	$	473.8			$	(101.2)		$	4,137.9	26.3		$	(2,044.4)		$	2,544.8
Issuances and deferrals, net for stock-based compensation(1)																						Issuances and deferrals, net for stock-based compensation(1)		0.1		—		2.0				—			—				(0.1)		3.4			5.4
Balance as of March 31, 2022																						Balance as of March 31, 2022		51.6		$	78.7	$	483.5			$	(101.4)		$	4,402.6			26.8		$	(2,184.8)		$	2,678.6

(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 Statement of Shareholders’ Equity (Unaudited)~~

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Shares in Treasury Total Shareholders' Equity
(in millions, except per share amounts) Shares Amount Shares Cost
Balance as of December 31, 2019 55.7 $ 78.7 $ 416.6 $ (124.1) $ 3,721.3 22.7 $ (1,449.7) $ 2,642.8
Net income — — — — 239.5 — — 239.5
Other comprehensive loss, net of tax — — — (7.8) — — — (7.8)
Dividends - $1.525 per share — — — — (84.7) — — (84.7)
Repurchases of common stock (2.7) — — — — 2.7 (341.7) (341.7)
Issuances and deferrals, net for stock based compensation(1)
0.2 — 17.0 — — (0.2) 10.2 27.2
Balance as of September 30, 2020 53.2 $ 78.7 $ 433.6 $ (131.9) $ 3,876.1 25.2 $ (1,781.2) $ 2,475.3
Balance as of December 31, 2020 52.9 $ 78.7 $ 441.7 $ (97.0) $ 3,928.7 25.5 $ (1,814.4) $ 2,537.7
Net income — — — — 293.6 — — 293.6
Other comprehensive loss, net of tax — — — (4.2) — — — (4.2)
Dividends - $1.59 per share — — — — (84.4) — — (84.4)
Repurchases of common stock (1.7) — — — — 1.7 (290.6) (290.6)
Issuances and deferrals, net for stock based compensation(1)
0.9 — 32.1 — — (0.9) 60.6 92.7
Balance as of September 30, 2021 52.1 $ 78.7 $ 473.8 $ (101.2) $ 4,137.9 26.3 $ (2,044.4) $ 2,544.8

~~(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, ~~2020, as revised by the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 14,~~ 2021 (the ~~"2020~~"2021 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.

~~Discontinued Operations~~

~~The results of operations~~On February 10, 2022, the Company announced that it had realigned its construction materials businesses into 2 segments organized around its products and applications for the ~~Company's~~sustainable building envelope. The 2 segments are Carlisle ~~Brake & Friction ("CBF") segment, which was sold to BRWS Parent LLC, a portfolio company of One Rock Capital Partners (“CentroMotion”) on August 2, 2021,~~Construction Materials and Carlisle Weatherproofing Technologies. No changes have been ~~classified~~made to either of the Company’s other two segments – Carlisle Interconnect Technologies or Carlisle Fluid Technologies. The Company has reclassified certain prior periods' amounts to conform with the current presentation by reportable segment in Note 2—Segment Information, Note 6—Revenue Recognition and Note 8—Exit and Disposal Activities as ~~discontinued operations for all periods presented~~a result of the Company's change in management structure. Additionally, the ~~Condensed Consolidated Statements~~Company has reclassified certain prior periods' amounts to conform with the current period presentation of ~~Income. Assets and liabilities subject~~the revenues by geographic area tables in Note 6—Revenue Recognition to present Middle East revenues combined with Asia, as opposed to the ~~sale agreement for CBF have been classified as discontinued operations for all periods presented in the Condensed Consolidated Balance Sheets. Refer to Note 4 for additional information.~~previous presentation combined with Africa.

Note 2—Segment Information

The Company reports its results of operations through the following 34 segments, each of which represents a reportable segment as follows:

Carlisle Construction Materials ("CCM")—this segment produces a complete ~~range~~line of premium single-ply roofing products and warranted roof systems and accessories for the commercial building industry, including polyiso insulation and engineered metal roofing and wall panel systems.

Carlisle Weatherproofing Technologies ("CWT")—this segment produces building envelope ~~products for~~solutions that effectively drive energy efficiency and sustainability in commercial ~~industrial~~ and residential ~~buildings, including single-ply~~applications. Products include high-performance waterproofing and moisture protection products, protective roofing ~~rigid foam insulations,~~underlayments, fully integrated liquid and sheet applied air/vapor barriers, sealants/primers and flashing systems, roof coatings and mastics, spray polyurethane foam ~~technologies, architectural metal, heating, ventilation~~ and ~~air conditioning ("HVAC") hardware~~coating systems for a wide variety of thermal protection applications and ~~sealants, below-grade waterproofing,~~other premium polyurethane products, block-molded expanded polystyrene insulation, engineered products for HVAC applications, and ~~air~~premium rubber products for a variety of industrial and ~~vapor barrier systems focused on the weatherproofing and thermal performance of the building envelope.~~surfacing applications.

Carlisle Interconnect Technologies ("CIT")—this segment produces high-performance wire and cable, including optical fiber, for the commercial aerospace, military and defense electronics, medical device, industrial, and test and measurement markets. CIT's product portfolio also includes sensors, connectors, contacts, cable assemblies, complex harnesses, racks, trays, and installation kits, in addition to engineering and certification services. CIT also provides medical device products and solutions for several medical technology applications.

Carlisle Fluid Technologies ("CFT")—this segment produces highly engineered liquid, powder, sealants and adhesives finishing equipment and integrated system solutions for spraying, pumping, mixing, metering and curing of a variety of coatings used in the automotive manufacture, general industrial, protective coating, wood, specialty and automotive refinishing markets.

A summary of segment information follows:


		Three Months Ended September 30,									Three Months Ended March 31,
		2021				2020					2022				2021
(in millions)	(in millions)	Revenues		Operating Income (Loss)		Revenues		Operating Income (Loss)		(in millions)	Revenues		Operating Income (Loss)		Revenues		Operating Income (Loss)
Carlisle Construction Materials	Carlisle Construction Materials	$	1,065.8	$	187.1	$	823.5	$	181.3	Carlisle Construction Materials	$	881.1	$	261.1	$	556.4	$	110.7
Carlisle Weatherproofing Technologies										Carlisle Weatherproofing Technologies	359.1		37.5		162.9		10.6
Carlisle Interconnect Technologies	Carlisle Interconnect Technologies	178.7		(0.5)		168.5		(3.7)		Carlisle Interconnect Technologies	185.0		(2.5)		155.8		(10.7)
Carlisle Fluid Technologies	Carlisle Fluid Technologies	71.1		4.7		65.0		4.4		Carlisle Fluid Technologies	71.1		4.8		65.8		4.3
Segment total	Segment total	1,315.6		191.3		1,057.0		182.0		Segment total	1,496.3		300.9		940.9		114.9
Corporate and unallocated(1)	Corporate and unallocated(1)	—		(24.8)		—		(27.2)		Corporate and unallocated(1)	—		(23.6)		—		(30.2)
Total	Total	$	1,315.6	$	166.5	$	1,057.0	$	154.8	Total	$	1,496.3	$	277.3	$	940.9	$	84.7

		Nine Months Ended September 30,
		2021				2020
(in millions)		Revenues		Operating Income (Loss)		Revenues		Operating Income (Loss)
Carlisle Construction Materials		$	2,722.4	$	485.8	$	2,234.8	$	426.6
Carlisle Interconnect Technologies		503.4		(24.1)		577.0		11.2
Carlisle Fluid Technologies		208.5		15.6		169.8		2.0
Segment total		3,434.3		477.3		2,981.6		439.8
Corporate and unallocated(1)		—		(92.3)		—		(63.3)
Total		$	3,434.3	$	385.0	$	2,981.6	$	376.5

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

Note 3—Acquisitions

MBTechnology

On February 1, 2022, the Company acquired 100% of the equity of MBTechnology (“MBTech”), for consideration of $26.3 million, including $1.6 million of cash acquired, subject to working capital and other customary post-closing adjustments. MBTech is a manufacturer of energy-efficient roofing and underlayment systems for residential and commercial applications.

For the period from February 1, 2022 to March 31, 2022, the related product lines contributed revenues of $2.0 million and operating income of $0.1 million. The results of operations of MBTech are reported within the CWT segment.

Consideration of $12.5 million has been allocated to goodwill, none of which is deductible for tax purposes. All of the goodwill was preliminarily assigned to the CCM reporting unit. Consideration of $7.9 million has been allocated to customer relationships, with a useful life of nine years, $3.4 million to plant, property and equipment, $2.8 million to inventory, $0.8 million to accounts receivable and $0.5 million to accounts payable.

ASP Henry Holdings, Inc

On September 1, 2021, the Company acquired ASP Henry Holdings, Inc. (“Henry”), a ~~leading~~ provider of building envelope systems ~~from affiliated funds managed by American Securities LLC,~~ for consideration of ~~$1,608.2~~$1,605.6 million, including $34.3 million of cash acquired ~~subject to working capital~~ and ~~other customary~~ post-closing ~~adjustments.~~adjustments, which were finalized in the fourth quarter of 2021. The Company funded the acquisition with borrowings from its Revolving Credit Facility (the "Facility") and cash on hand. The Company subsequently repaid the borrowings from the Facility with proceeds from its September 2021 public offering of ~~$300~~$300.0 million in aggregate principal amount of its 0.55% senior notes due in September 2023 and ~~$550~~$550.0 million in aggregate principal amount of its 2.20% senior notes due in March 2032 (refer to Note 12).

Henry contributed revenues of $49.6 million and an operating loss of $2.9 million for the period from September 1, 2021, to September 30, 2021. The operating loss for the period from September 1, 2021, to September 30, 2021, includes $5.0 million of incremental cost of goods sold related to measuring inventory at fair value, and $3.7 million, $1.9 million and $1.2 million of amortization expense of customer relationships, trade names and acquired technology, respectively. Henry's results of operations are reported as part of the CCM segment.

The Henry amounts included in the pro forma financial information below are based on Henry’s historical results and therefore may not be indicative of the actual results if Henry had been owned by the Company on January 1, 2020. The pro forma adjustments represent management’s best estimates based on information available at the time the pro forma information was prepared and may differ from the adjustments that may have been required had the Company owned Henry on January 1, 2020. Accordingly, pro forma information should not be relied upon as being indicative of the historical results that would have been realized had the acquisition occurred as of January 1, 2020 or the results that may be achieved in the future.

The unaudited combined pro forma financial information presented below includes revenues and income from continuing operations, net of tax, of the Company as if the business combination had occurred on January 1, 2020, based on the purchases price allocation presented below:

Unaudited Pro Forma Unaudited Pro Forma
Three months ended September 30, Nine Months Ended September 30,
(in millions) 2021 2020 2021 2020
Revenues $ 1,415.7 $ 1,199.6 $ 3,794.6 $ 3,331.4
Income from continuing operations $ 123.9 $ 107.5 $ 264.6 $ 221.2



(in millions)	Three Months Ended March 31,
Revenues	$	1,054.6
Income from continuing operations	$	49.5

The pro forma financial information reflects adjustments to Henry's historical financial information to apply the Company's accounting policies and to reflect the additional depreciation and amortization related to the preliminary fair value adjustments of the acquired net assets of ~~$13.6~~$13.8 million in the three months ended ~~September 30,~~March 31, 2021 ~~$54.4 million in the nine months ended September 30, 2021, $20.3 million in the three months ended September 30, 2020, and $61.1 million in the nine months ended September 30, 2020,~~ together with the associated tax effects. The pro forma financial information also reflects cost of goods sold related to the fair valuation of inventory described above, and $17.3 million of acquisition-related costs primarily related to professional fees, as if they occurred in 2020.

The following table summarizes the consideration transferred to acquire Henry 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 Accounting Standards Codification 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					Preliminary Allocation			Measurement Period Adjustments			Preliminary Allocation
(in millions)	(in millions)	As of 9/1/2021		(in millions)		As of 9/1/2021			Measurement Period Adjustments			As of 3/31/2022
Total cash consideration transferred	Total cash consideration transferred	$	1,608.2		Total cash consideration transferred		$	1,608.2		$	(2.6)		$	1,605.6
Recognized amounts of identifiable assets acquired and liabilities assumed:	Recognized amounts of identifiable assets acquired and liabilities assumed:				Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	Cash and cash equivalents	34.3			Cash and cash equivalents		34.3			—			34.3
Receivables, net	Receivables, net	79.0			Receivables, net		79.0			—			79.0
Inventories	Inventories	59.4			Inventories		59.4			(7.9)			51.5
Prepaid expenses and other current assets	Prepaid expenses and other current assets	10.5			Prepaid expenses and other current assets		10.5			0.5			11.0
Property, plant and equipment	Property, plant and equipment	53.6			Property, plant and equipment		53.6			8.2			61.8
Definite-lived intangible assets	Definite-lived intangible assets	735.1			Definite-lived intangible assets		735.1			446.7			1,181.8
Other long-term assets	Other long-term assets	3.6			Other long-term assets		3.6			8.3			11.9
Accounts payable	Accounts payable	(77.9)			Accounts payable		(77.9)			2.1			(75.8)
Accrued and other current liabilities	Accrued and other current liabilities	(28.7)			Accrued and other current liabilities		(28.7)			(0.4)			(29.1)
Short-term debt	Short-term debt	(1.0)			Short-term debt		(1.0)			—			(1.0)
Contract liabilities	Contract liabilities	(2.6)			Contract liabilities		(2.6)			—			(2.6)
Other long-term debt	Other long-term debt	(0.8)			Other long-term debt		(0.8)			—			(0.8)
Other long-term liabilities	Other long-term liabilities	(5.9)			Other long-term liabilities		(5.9)			(9.8)			(15.7)
Deferred income taxes	Deferred income taxes	(153.4)			Deferred income taxes		(153.4)			(112.2)			(265.6)
Total identifiable net assets	Total identifiable net assets	705.2			Total identifiable net assets		705.2			335.5			1,040.7
Goodwill	Goodwill	$	903.0		Goodwill		$	903.0		$	(338.1)		$	564.9

The goodwill recognized in the acquisition of Henry is attributable to its significant supply chain efficiencies, other administrative opportunities and the strategic value of the business to Carlisle, in addition to opportunities for product line expansions. The Company acquired ~~$81.8~~$81.9 million of gross contractual accounts receivable, of which $2.9 million was not expected to be collected at the date of acquisition. Goodwill of $50.9 million is tax deductible in the United States. All of the goodwill ~~has been~~was preliminarily assigned to the CCM reporting ~~unit, which aligns with the CCM reportable segment.~~

unit.

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


(in millions)	(in millions)	Fair Value		Weighted Average Useful Life (in years)	(in millions)	Fair Value		Weighted Average Useful Life (in years)
Customer relationships	Customer relationships	$	448.3	10	Customer relationships	$	915.9	18
Trade names		198.5		9
Technologies	Technologies	88.2		6	Technologies	46.5		11
Software	Software	0.1		4	Software	0.1		4
Indefinite-lived trade name					Indefinite-lived trade name	219.3		N/A
Total	Total	$	735.1		Total	$	1,181.8

The Company has also recorded, as part of the purchase price allocation, deferred tax liabilities primarily related to intangible assets of approximately ~~$153.4~~$265.6 million.

~~Motion Tech Automation, LLC~~

On July 22, 2020, the Company acquired 100% of the equity of Motion Tech Automation, LLC ("MTA") for consideration of $33.3 million, including $0.3 million of cash acquired and post-closing adjustments, which were finalized in the third quarter of 2020. The acquired products and services include sensors, manufacturing services, distribution services and engineering services to packaging and label, life sciences, semiconductor, fluid handling, and test and measurement customers.

Consideration of $16.4 million has been allocated to goodwill, $4.3 million to definite-lived intangible assets, $4.9 million to inventory, $2.7 million to accounts receivable and $1.3 million to accounts payable. In accordance with the purchase agreement, Carlisle is indemnified for up to $1.6 million, and recorded an indemnification asset of $1.5 million in other long-term assets, relating to certain pre-acquisition debt and tax withholding liabilities. During the second quarter of 2021, the pre-acquisition debt of $1.4 million was relieved along with the corresponding indemnification asset.

~~The fair value 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)
Technologies $ 2.3 9
Customer relationships 1.0 9
Trade names 1.0 5
Total $ 4.3

All of the $16.4 million value allocated to goodwill is deductible for tax purposes. Goodwill of $11.0 million, $2.8 million and $2.6 million has been assigned to the CCM, CIT and CFT reporting units, respectively, which aligns with the reportable segments.

Note 4—Discontinued Operations

On August 2, 2021, the Company completed the sale of ~~CBF to CentroMotion,~~the equity interests and assets comprising the Carlisle Brake & Friction ("CBF") segment for gross proceeds of (i) $250 million ~~cash~~ at closing, subject to certain adjustments, and (ii) the right to receive up to an additional $125 million based on CBF's achievement of certain performance targets. ~~Accordingly,~~On February 23, 2022, the Company ~~has booked a receivable of~~received $125 million in ~~other current assets on~~cash for the ~~Condensed Consolidated Balance Sheets.~~full amount of the contingent consideration. The sale of CBF is consistent with the Company's optimization strategy, as laid out in Vision 2025.

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

(in millions) Three Months Ended
September 30, Nine Months Ended
September 30,
2021 2020 2021 2020
Revenues $ 32.8 $ 69.7 $ 219.7 $ 199.5
Cost of goods sold 23.9 57.2 171.3 167.0
Other operating expenses, net 4.5 11.5 28.3 37.1
Operating income (loss) 4.4 1.0 20.1 (4.6)
Other non-operating expense, net — 0.5 0.2 0.1
Income (loss) from discontinued operations before income taxes and loss on sale 4.4 0.5 19.9 (4.7)
Loss on sale of discontinued operations (2.2) — (6.9) —
Income (loss) from discontinued operations before income taxes 2.2 0.5 13.0 (4.7)
(Benefit from) provision for income taxes (26.9) 0.9 (24.4) (0.7)
Income (loss) from discontinued operations $ 29.1 $ (0.4) $ 37.4 $ (4.0)

~~A summary of~~for the ~~carrying amounts of major assets and liabilities, which were classified as held for sale in the Condensed Consolidated Balance Sheets~~three months ended March 31, follows:

(in millions)

December 31,
20202021

~~ASSETS~~Revenues

~~Cash and cash equivalents~~

~~5.1~~88.1

~~Receivables,~~Cost of goods sold

71.3

Other operating expenses, net

~~58.3~~12.0

~~Inventories~~Operating income

~~70.8~~4.8

~~Prepaid other current assets~~Other non-operating expense, net

~~10.4~~0.3

~~Total current assets~~Income from discontinued operations before income taxes

4.5

Provision for income taxes

1.4

Income from discontinued operations

~~144.6~~

~~Property, plant, and equipment, net~~

~~102.0~~

~~Goodwill, net~~

~~96.5~~

~~Other intangible assets, net~~

~~73.9~~

~~Other long-term assets~~

~~2.6~~

~~Total long-term assets~~

~~275.0~~

~~LIABILITIES~~

~~Accounts payable~~

~~33.1~~

~~Accrued liabilities and other~~

~~20.4~~

~~Total current liabilities~~

~~53.5~~

~~Other long-term liabilities~~

~~21.9~~

~~Total long-term liabilities~~

~~21.9~~3.1

A summary of cash flows from discontinued operations included in the Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, follows:

(in millions) 2021 2020
Net cash provided by operating activities $ 8.5 $ 24.0
Net cash provided by (used in) investing activities 241.0 (7.5)
Net cash used in financing activities(1)
(254.6) (17.6)
Change in cash and cash equivalents from discontinued operations (5.1) (1.1)
Cash and cash equivalents from discontinued operations at beginning of period 5.1 8.7
Cash and cash equivalents from discontinued operations at end of period $ — $ 7.6



(in millions)	2022		2021
Net cash (used in) provided by operating activities	$	(0.7)	$	3.5
Net cash provided by (used in) investing activities	125.0		(2.5)
Net cash (used in) provided by financing activities(1)	(124.3)		0.1
Change in cash and cash equivalents from discontinued operations	$	—	$	1.1

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

Note 5—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.

~~Net income~~

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 September 30,						Nine Months Ended September 30,								Three Months Ended March 31,
(in millions, except per share amounts)	(in millions, except per share amounts)		2021			2020			2021			2020			(in millions, except per share amounts)			2022			2021
Income from continuing operations	Income from continuing operations		$	113.0		$	102.7		$	256.2		$	243.5		Income from continuing operations			$	194.3		$	49.1
Less: dividends declared	Less: dividends declared		(28.4)			(28.7)			(84.4)			(84.7)			Less: dividends declared			(28.7)			(28.5)
Undistributed earnings	Undistributed earnings		84.6			74.0			171.8			158.8			Undistributed earnings			165.6			20.6
Percent allocated to common shareholders (1)			99.7		%	99.7		%	99.7		%	99.7		%
Percent allocated to common stockholders (1)															Percent allocated to common stockholders (1)			99.7		%	99.7		%
			84.3			73.8			171.3			158.3						165.1			20.5
Add: dividends declared to common shares, restricted share units and vested and deferred restricted and performance shares	Add: dividends declared to common shares, restricted share units and vested and deferred restricted and performance shares		28.2			28.4			84.1			84.3			Add: dividends declared to common shares, restricted share units and vested and deferred restricted and performance shares			28.7			28.4
Income from continuing operations attributable to common shareholders			$	112.5		$	102.2		$	255.4		$	242.6
Income from continuing operations attributable to common stockholders															Income from continuing operations attributable to common stockholders			$	193.8		$	48.9

Shares:	Shares:														Shares:
Basic weighted-average shares outstanding	Basic weighted-average shares outstanding		52.3			54.1			52.6			54.9			Basic weighted-average shares outstanding			52.1			53.0
Effect of dilutive securities:	Effect of dilutive securities:														Effect of dilutive securities:
Performance awards	Performance awards		0.2			0.2			0.1			0.2			Performance awards			0.2			0.1
Stock options	Stock options		0.5			0.2			0.5			0.3			Stock options			0.6			0.5
Diluted weighted-average shares outstanding	Diluted weighted-average shares outstanding		53.0			54.5			53.2			55.4			Diluted weighted-average shares outstanding			52.9			53.6

Per share income from continuing operations attributable to common shares:	Per share income from continuing operations attributable to common shares:														Per share income from continuing operations attributable to common shares:
Basic	Basic		$	2.15		$	1.89		$	4.86		$	4.42		Basic			$	3.72		$	0.92
Diluted	Diluted		$	2.12		$	1.88		$	4.80		$	4.38		Diluted			$	3.67		$	0.91

(1)	(1)	Basic weighted-average shares outstanding	52.3			54.1			52.6			54.9			(1)	Basic weighted-average shares outstanding		52.1			53.0
		Basic weighted-average shares outstanding and unvested restricted shares expected to vest	52.4			54.3			52.7			55.1				Basic weighted-average shares outstanding and unvested restricted shares expected to vest		52.3			53.2
		Percent allocated to common shareholders	99.7		%	99.7		%	99.7		%	99.7		%		Percent allocated to common stockholders		99.7		%	99.7		%

Three Months Ended
September 30, Nine Months Ended
September 30,
(in millions) 2021 2020 2021 2020
Income (loss) from discontinued operations attributable to common shareholders for basic and diluted earnings per share $ 29.0 $ (0.4) $ 37.3 $ (4.0)
Net income attributable to common shareholders for basic and diluted earnings per share 141.5 101.8 292.7 238.6
Anti-dilutive stock options excluded from earnings per share calculation(1)
— 0.4 0.2 0.3
To calculate earnings per share for (loss) 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 March 31,
(in millions)		2022		2021
(Loss) income from discontinued operations attributable to common stockholders for basic and diluted earnings per share		$	(0.7)	$	3.1
Net income attributable to common stockholders for basic and diluted earnings per share		193.1		52.0
Anti-dilutive stock options excluded from earnings per share calculation(1)		0.1		0.6

(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 6—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 ~~September 30, 2021,~~March 31, 2022, follows:


(in millions)	(in millions)	Remainder of 2021		2022		2023		2024		2025		2026		Thereafter		(in millions)	Remainder of 2022		2023		2024		2025		2026		2027		Thereafter
Extended service warranties	Extended service warranties	$	6.1	$	23.3	$	22.1	$	21.0	$	20.1	$	19.1	$	158.1	Extended service warranties	$	18.2	$	23.0	$	21.9	$	21.0	$	20.0	$	19.0	$	152.1

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 ~~segment,~~and CWT segments, systems contracts in the CFT segment and highly customized product contracts in the CIT segment. 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 ~~nine~~three months ended ~~September 30,~~March 31, follows:


(in millions)	(in millions)	2021		2020		(in millions)	2022		2021
Balance as of January 1	Balance as of January 1	$	268.3	$	247.4	Balance as of January 1	$	283.9	$	268.3
Revenue recognized	Revenue recognized	(48.7)		(47.4)		Revenue recognized	(20.0)		(15.2)
Revenue deferred	Revenue deferred	59.9		63.5		Revenue deferred	25.2		17.9
Acquired liabilities		2.6		—
Balance as of September 30		$	282.1	$	263.5

Balance as of March 31						Balance as of March 31	$	289.1	$	271.0

Contract assets relate to the Company's right to payment for performance completed to date under a contract, primarily related to highly customized product contracts within the CIT and CFT segments. Accounts receivable are recorded when the right to payment becomes unconditional, which generally occurs over twelve months or less. A summary of the change in contract assets for the ~~nine~~three months ended ~~September 30,~~March 31, follows:

(in millions) 2021 2020
Balance as of January 1 $ 84.5 $ 100.5
Balance as of September 30 73.5 97.4
Change in contract assets $ (11.0) $ (3.1)


(in millions)	2022		2021
Balance as of January 1	$	72.1	$	84.5
Balance as of March 31	73.6		77.1
Change in contract assets	$	1.5	$	(7.4)

Revenues by End-Market

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

Three Months Ended September 30, 2021
(in millions) CCM CIT CFT Total
General construction $ 1,001.1 $ — $ — $ 1,001.1
Aerospace — 78.0 — 78.0
Heavy equipment 29.8 — — 29.8
Medical — 66.6 — 66.6
Transportation — — 37.9 37.9
General industrial and other 34.9 34.1 33.2 102.2
Total revenues $ 1,065.8 $ 178.7 $ 71.1 $ 1,315.6
Three Months Ended September 30, 2020
(in millions) CCM CIT CFT Total
General construction $ 784.8 $ — $ — $ 784.8
Aerospace — 65.3 — 65.3
Heavy equipment 16.4 — — 16.4
Medical — 59.2 — 59.2
Transportation — — 33.3 33.3
General industrial and other 22.3 44.0 31.7 98.0
Total revenues $ 823.5 $ 168.5 $ 65.0 $ 1,057.0


		Nine Months Ended September 30, 2021									Three Months Ended March 31, 2022
(in millions)	(in millions)	CCM		CIT		CFT		Total		(in millions)	CCM		CWT		CIT		CFT		Total
General construction	General construction	$	2,557.1	$	—	$	—	$	2,557.1	General construction	$	881.1	$	298.3	$	—	$	—	$	1,179.4
Aerospace	Aerospace	—		217.9		—		217.9		Aerospace	—		—		83.3		—		83.3
Heavy equipment		73.0		—		—		73.0
Medical	Medical	—		180.9		—		180.9		Medical	—		—		64.6		—		64.6
Transportation	Transportation	—		—		107.6		107.6		Transportation	—		—		—		38.4		38.4
Heavy equipment										Heavy equipment	—		30.8		—		—		30.8
General industrial and other	General industrial and other	92.3		104.6		100.9		297.8		General industrial and other	—		30.0		37.1		32.7		99.8
Total revenues	Total revenues	$	2,722.4	$	503.4	$	208.5	$	3,434.3	Total revenues	$	881.1	$	359.1	$	185.0	$	71.1	$	1,496.3

		Nine Months Ended September 30, 2020									Three Months Ended March 31, 2021
(in millions)	(in millions)	CCM		CIT		CFT		Total		(in millions)	CCM		CWT		CIT		CFT		Total
General construction	General construction	$	2,119.8	$	—	$	—	$	2,119.8	General construction	$	556.4	$	117.7	$	—	$	—	$	674.1
Aerospace	Aerospace	—		282.8		—		282.8		Aerospace	—		—		65.9		—		65.9
Heavy equipment		51.9		—		—		51.9
Medical	Medical	—		170.2		—		170.2		Medical	—		—		55.2		—		55.2
Transportation	Transportation	—		—		91.8		91.8		Transportation	—		—		—		33.8		33.8
Heavy equipment										Heavy equipment	—		20.3		—		—		20.3
General industrial and other	General industrial and other	63.1		124.0		78.0		265.1		General industrial and other	—		24.9		34.7		32.0		91.6
Total revenues	Total revenues	$	2,234.8	$	577.0	$	169.8	$	2,981.6	Total revenues	$	556.4	$	162.9	$	155.8	$	65.8	$	940.9

1512

Revenues by Geographic Area

A summary of revenues based on the country to which the product was delivered and reconciliation of disaggregated revenue by segment follows:


		Three Months Ended September 30, 2021									Three Months Ended March 31, 2022
(in millions)	(in millions)	CCM		CIT		CFT		Total		(in millions)	CCM		CWT		CIT		CFT		Total
United States	United States	$	955.3	$	134.7	$	31.2	$	1,121.2	United States	$	787.5	$	318.5	$	129.9	$	33.4	$	1,269.3
International:	International:									International:
Europe	Europe	64.2		15.8		14.3		94.3		Europe	59.9		5.4		18.2		12.9		96.4
Asia		2.6		17.6		22.2		42.4
North America (excluding U.S.)	North America (excluding U.S.)	38.2		3.5		2.8		44.5		North America (excluding U.S.)	27.6		28.2		10.8		4.5		71.1
Middle East and Africa		3.9		2.4		0.4		6.7
Asia and Middle East										Asia and Middle East	2.7		2.9		19.3		19.3		44.2
Africa										Africa	0.7		2.2		2.7		0.2		5.8
Other	Other	1.6		4.7		0.2		6.5		Other	2.7		1.9		4.1		0.8		9.5
Total international	Total international	110.5		44.0		39.9		194.4		Total international	93.6		40.6		55.1		37.7		227.0
Total revenues	Total revenues	$	1,065.8	$	178.7	$	71.1	$	1,315.6	Total revenues	$	881.1	$	359.1	$	185.0	$	71.1	$	1,496.3

		Three Months Ended September 30, 2020									Three Months Ended March 31, 2021
(in millions)	(in millions)	CCM		CIT		CFT		Total		(in millions)	CCM		CWT		CIT		CFT		Total
United States	United States	$	734.5	$	118.2	$	27.3	$	880.0	United States	$	479.3	$	147.0	$	111.5	$	30.6	$	768.4
International:	International:									International:
Europe	Europe	56.2		15.0		15.8		87.0		Europe	54.3		6.3		14.4		12.5		87.5
Asia		4.1		18.2		18.2		40.5
North America (excluding U.S.)	North America (excluding U.S.)	24.5		8.0		3.0		35.5		North America (excluding U.S.)	15.4		8.2		4.5		2.5		30.6
Middle East and Africa		3.0		3.0		0.6		6.6
Asia and Middle East										Asia and Middle East	4.7		1.4		21.9		19.4		47.4
Africa										Africa	1.2		—		1.3		0.2		2.7
Other	Other	1.2		6.1		0.1		7.4		Other	1.5		—		2.2		0.6		4.3
Total international	Total international	89.0		50.3		37.7		177.0		Total international	77.1		15.9		44.3		35.2		172.5
Total revenues	Total revenues	$	823.5	$	168.5	$	65.0	$	1,057.0	Total revenues	$	556.4	$	162.9	$	155.8	$	65.8	$	940.9

Nine Months Ended September 30, 2021
(in millions) CCM CIT CFT Total
United States $ 2,413.1 $ 373.0 $ 93.2 $ 2,879.3
International:
Europe 188.9 46.5 40.4 275.8
Asia 12.7 57.1 63.5 133.3
North America (excluding U.S.) 93.0 10.5 8.1 111.6
Middle East and Africa 11.5 7.4 1.2 20.1
Other 3.2 8.9 2.1 14.2
Total international 309.3 130.4 115.3 555.0
Total revenues $ 2,722.4 $ 503.4 $ 208.5 $ 3,434.3
Nine Months Ended September 30, 2020
(in millions) CCM CIT CFT Total
United States $ 1,988.6 $ 408.9 $ 76.3 $ 2,473.8
International:
Europe 158.6 55.0 32.6 246.2
Asia 12.2 55.2 52.5 119.9
North America (excluding U.S.) 62.3 26.5 6.6 95.4
Middle East and Africa 9.3 10.3 1.3 20.9
Other 3.8 21.1 0.5 25.4
Total international 246.2 168.1 93.5 507.8
Total revenues $ 2,234.8 $ 577.0 $ 169.8 $ 2,981.6

Note 7—Stock-Based Compensation

Stock-based compensation cost by award type follows:


(in millions)	(in millions)	Three Months Ended September 30,				Nine Months Ended September 30,				(in millions)	Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Stock option awards	Stock option awards	$	1.9	$	2.1	$	7.8	$	7.6	Stock option awards		$	3.1	$	3.6
Restricted stock awards	Restricted stock awards	1.7		2.0		5.6		5.8		Restricted stock awards		3.3		2.2
Performance share awards	Performance share awards	1.7		1.7		6.0		5.2		Performance share awards		3.2		2.5
Restricted stock units		—		—		—		1.4
Stock appreciation rights	Stock appreciation rights	—		0.9		9.0		(2.5)		Stock appreciation rights		—		3.1
Total stock-based compensation cost incurred	Total stock-based compensation cost incurred	5.3		6.7		28.4		17.5		Total stock-based compensation cost incurred		9.6		11.4
Capitalized (cost) credit during the period		—		(1.1)		(9.3)		1.8
Amortization of capitalized (credit) cost during the period		—		(0.1)		14.3		0.1
Capitalized cost during the period										Capitalized cost during the period		—		(3.4)
Amortization of capitalized cost during the period										Amortization of capitalized cost during the period		—		5.5
Total stock-based compensation expense	Total stock-based compensation expense	$	5.3	$	5.5	$	33.4	$	19.4	Total stock-based compensation expense		$	9.6	$	13.5

Note 8—Exit and Disposal and Other Restructuring Activities

The Company has undertaken operational restructuring and other cost reduction actions to streamline processes and manage costs throughout various departments. These actions resulted in exit, disposal and employee termination benefit costs, primarily resulting from planned reductions in workforce, facility consolidation and relocation, and lease termination costs. The primary actions are discussed below by operating segment.

CIT

During the third quarter of 2021, the Company initiated plans to exit its manufacturing operations in Carlsbad, California, and relocate the majority of those operations to its existing facilities in North America. The project is estimated to take a remaining 13nine to 1712 months to complete. During the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, exit and disposal costs totaled $0.8 million, primarily for ~~facility cleanup costs,~~ employee termination benefit costs and accelerated depreciation. Total exit and disposal costs are expected to approximate $4.6 million, with approximately ~~$3.8~~$2.2 million costs remaining to be incurred, primarily in 2022.

~~During the third quarter of 2020, the~~The Company ~~initiated plans~~has completed its project to ~~exit~~relocate its manufacturing operations in Kent, Washington, as a result of market declines resulting from the ~~coronavirus~~COVID-19 pandemic ~~("COVID-19 pandemic"). Select operations are being relocated to existing facilities primarily in North America. The project is estimated to be substantially complete by December 31, 2021.~~for cumulative exit and disposal costs of $14.2 million. During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021, exit and disposal costs totaled $1.8 million and $6.9 million, respectively, primarily for relocation costs and employee termination benefit costs. Total exit and disposal costs are expected to approximate $14.6 million, with approximately $1.1 million costs remaining to be incurred, primarily in 2021.

During the second quarter of 2020, the Company initiated and substantially completed plans to exit its manufacturing operations in Mobile, Alabama, and relocate the majority of those operations to its existing manufacturing facility in Franklin, Wisconsin. During the three and nine months ended September 30, 2020, exit and disposal costs totaled $0.2 million and $1.6$0.6 million, primarily for employee termination benefit ~~costs and the impairment of certain assets.~~

During the third quarter of 2020, the Company completed its project to relocate its aerospace connectors manufacturing operations in El Segundo, California, and Riverside, California, to existing lower cost operations in North America. During the nine months ended September 30, 2020, exit and disposal costs totaled $2.3 million, primarily for facility clean up, travel and employee termination benefit costs.

~~Other Actions~~

The Company implemented restructuring activities to reduce its overall headcount as a result of general market declines resulting from the effects of the COVID-19 pandemic. These actions resulted in severance expense of $0.2 million and $3.0 million at CIT during the three and nine months ended months ended September 30, 2021, respectively.

During the three months ended September 30, 2020, these actions resulted in severance payments of $1.0 million and $0.6 million at CIT and CCM, respectively. CIT, CFT and CCM incurred $3.8 million, $2.1 million and $0.9 million in severance payments for the nine months ended September 30, 2020, respectively.

Consolidated Summary

The Company's exit and disposal costs by activity follows:


(in millions)	(in millions)	Three Months Ended September 30,				Nine Months Ended September 30,				(in millions)	Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Employee severance and benefit arrangements	Employee severance and benefit arrangements	$	1.2	$	3.4	$	6.3	$	9.4	Employee severance and benefit arrangements		$	1.1	$	1.9
Accelerated depreciation and impairments	Accelerated depreciation and impairments	0.8		—		2.9		0.4		Accelerated depreciation and impairments		0.6		—
Relocation costs		0.4		—		0.7		0.3

Facility cleanup costs	Facility cleanup costs	0.5		1.6		(0.5)		2.4		Facility cleanup costs		0.1		(1.0)

Lease termination costs										Lease termination costs		0.1		—
Other restructuring costs	Other restructuring costs	0.7		0.1		2.2		1.5		Other restructuring costs		0.3		0.5
Total exit and disposal costs	Total exit and disposal costs	$	3.6	$	5.1	$	11.6	$	14.0	Total exit and disposal costs		$	2.2	$	1.4

The Company's exit and disposal costs by segment follows:


(in millions)	(in millions)	Three Months Ended September 30,				Nine Months Ended September 30,				(in millions)	Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Carlisle Interconnect Technologies	Carlisle Interconnect Technologies	$	3.0	$	4.5	$	10.9	$	11.0	Carlisle Interconnect Technologies		$	1.9	$	1.3
Carlisle Weatherproofing Technologies										Carlisle Weatherproofing Technologies		0.3		—
Carlisle Fluid Technologies	Carlisle Fluid Technologies	0.5		—		0.6		2.1		Carlisle Fluid Technologies		—		0.1
Carlisle Construction Materials		0.1		0.6		0.1		0.9

Total exit and disposal costs	Total exit and disposal costs	$	3.6	$	5.1	$	11.6	$	14.0	Total exit and disposal costs		$	2.2	$	1.4

The Company's exit and disposal costs by financial statement line item follows:


(in millions)	(in millions)	Three Months Ended September 30,				Nine Months Ended September 30,				(in millions)	Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Cost of goods sold	Cost of goods sold	$	2.7	$	3.7	$	7.1	$	9.4	Cost of goods sold		$	1.9	$	0.8
Selling and administrative expenses	Selling and administrative expenses	0.9		1.2		4.3		4.0		Selling and administrative expenses		0.3		0.6
Research and development expenses		—		0.2		0.2		0.2
Other operating expense, net		—		—		—		0.4

Total exit and disposal costs	Total exit and disposal costs	$	3.6	$	5.1	$	11.6	$	14.0	Total exit and disposal costs		$	2.2	$	1.4

The Company's change in exit and disposal activities liability follows:

(in millions)

Total

Balance as of December 31, ~~2020~~2021

~~6.1~~6.5

Charges

~~11.6~~2.2

~~Cash payments~~Settlements

~~(12.1)~~(6.5)

Balance as of ~~September 30, 2021~~March 31, 2022

~~5.6~~2.2

The liability of ~~$5.6~~$2.2 million primarily relates to employee severance and benefit arrangements and is included in accrued and other current liabilities.

Note 9—Income Taxes

The effective income tax rate on continuing operations for the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, was ~~20.5%~~23.7%. The year-to-date provision for income taxes included taxes on earnings at an anticipated rate of ~~24.2%~~23.9% and a tax impact of ~~$12.1~~$0.4 million related to discrete activity. ~~The year-to-date net discrete tax benefit relates primarily to a reduction of prior year tax liabilities and excess tax benefits related to employee stock compensation.~~

The effective income tax rate on continuing operations for the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, was ~~22.5%~~21.3%.

Note 10—Inventories, net


(in millions)	(in millions)	September 30, 2021		December 31, 2020		(in millions)	March 31, 2022		December 31, 2021
Raw materials	Raw materials	$	233.1	$	168.2	Raw materials	$	336.9	$	288.0
Work-in-process	Work-in-process	82.1		67.4		Work-in-process	82.0		76.2
Finished goods	Finished goods	264.1		225.8		Finished goods	340.3		271.0
Reserves	Reserves	(30.4)		(28.7)		Reserves	(30.3)		(30.1)
Inventories, net	Inventories, net	$	548.9	$	432.7	Inventories, net	$	728.9	$	605.1

Note 11—~~Goodwill~~Accrued and Other ~~Intangible Assets, net~~Current Liabilities

~~Goodwill~~


(in millions)	March 31, 2022		December 31, 2021
Compensation and benefits	$	95.5	$	136.2
Customer incentives	65.2		97.9
Standard product warranties	27.1		26.8
Income and other accrued taxes	17.9		19.4
Other accrued liabilities	72.7		70.9
Accrued and other current liabilities	$	278.4	$	351.2

Standard Product Warranties

The ~~changes~~Company offers various standard warranty programs on its products, primarily for certain installed roofing systems, high-performance cables and assemblies and fluid technologies. The Company’s liability for such warranty programs is included in accrued and other current liabilities. The change in standard product warranty liabilities for the ~~carrying amount of goodwill, net by segment~~three months ended March 31, follows:

(in millions) CCM CIT CFT Total
Balance as of December 31, 2020 $ 613.0 $ 835.6 $ 193.1 $ 1,641.7
Goodwill acquired during year(1)
903.0 — — 903.0
Measurement period adjustments(1)
— — (0.2) (0.2)
Currency translation and other (2.9) (0.4) (1.7) (5.0)
Balance as of September 30, 2021 $ 1,513.1 $ 835.2 $ 191.2 $ 2,539.5


(in millions)	2022		2021
Balance as of January 1	$	26.8	$	30.0
Provision	3.0		0.5

Claims	(2.6)		(1.0)

Foreign exchange	(0.1)		(0.3)
Balance as of March 31	$	27.1	$	29.2

~~(1)Refer to Note 3 for further information on goodwill resulting from recent acquisitions.~~

~~Other Intangible Assets, net~~

~~A summary of the Company's other intangible assets, net follows:~~

September 30, 2021 December 31, 2020
(in millions)
Acquired
Cost
Accumulated
Amortization
Net Book Value
Acquired
Cost
Accumulated
Amortization
Net Book Value
Assets subject to amortization:
Customer relationships $ 1,441.8 $ (449.4) $ 992.4 $ 1,000.7 $ (393.7) $ 607.0
Technology and intellectual property 347.8 (193.6) 154.2 263.0 (172.6) 90.4
Trade names and other 319.5 (62.4) 257.1 115.6 (48.7) 66.9
Assets not subject to amortization:
Trade names 195.7 — 195.7 196.6 — 196.6
Other intangible assets, net $ 2,304.8 $ (705.4) $ 1,599.4 $ 1,575.9 $ (615.0) $ 960.9

~~The net book values of other intangible assets, net by reportable segment follows:~~

(in millions) September 30,
2021 December 31,
2020
Carlisle Construction Materials $ 994.2 $ 300.9
Carlisle Interconnect Technologies 346.2 384.8
Carlisle Fluid Technologies 247.3 261.3
Corporate 11.7 13.9
Total $ 1,599.4 $ 960.9

Note 12—Long-term Debt


(in millions)	(in millions)					Fair Value(1)				(in millions)					Fair Value(1)
		September 30, 2021		December 31, 2020		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021		March 31, 2022		December 31, 2021
2.20% Notes due 2032	2.20% Notes due 2032	$	550.0	$	—	$	533.7	$	—	2.20% Notes due 2032	$	550.0	$	550.0	$	477.5	$	529.7
2.75% Notes due 2030	2.75% Notes due 2030	750.0		750.0		772.1		804.8		2.75% Notes due 2030	750.0		750.0		697.6		764.6
3.75% Notes due 2027	3.75% Notes due 2027	600.0		600.0		660.7		679.3		3.75% Notes due 2027	600.0		600.0		610.4		645.8
3.50% Notes due 2024	3.50% Notes due 2024	400.0		400.0		427.7		438.3		3.50% Notes due 2024	400.0		400.0		403.4		419.8
0.55% Notes due 2023	0.55% Notes due 2023	300.0		—		299.9		—		0.55% Notes due 2023	300.0		300.0		291.2		297.5
3.75% Notes due 2022	3.75% Notes due 2022	350.0		350.0		359.7		366.9		3.75% Notes due 2022	350.0		350.0		352.5		356.2

Unamortized discount, debt issuance costs and other	Unamortized discount, debt issuance costs and other	(23.6)		(18.7)						Unamortized discount, debt issuance costs and other	(21.2)		(22.6)
Total long term-debt	Total long term-debt	2,926.4		2,081.3						Total long term-debt	2,928.8		2,927.4
Less: current portion of debt	Less: current portion of debt	2.4		1.1						Less: current portion of debt	352.1		352.0
Long term-debt, less current portion	Long term-debt, less current portion	$	2,924.0	$	2,080.2					Long term-debt, less current portion	$	2,576.7	$	2,575.4

(1)The fair value is estimated based on current yield rates plus the Company’s estimated credit spread available for financings with similar terms and maturities. Based on these inputs, the debt instruments are classified as Level 2 in the fair value hierarchy.

~~2.20% Notes Due 2032~~

On September 28, 2021, the Company completed a public offering of $550.0 million in aggregate principal amount of unsecured senior notes with a stated interest rate of 2.20% due March 1, 2032 (the “2032 Notes”). The 2032 Notes were issued at a discount of $4.8 million, resulting in proceeds to the Company of $545.2 million. The Company incurred costs to issue the 2032 Notes of approximately $1.1 million, inclusive of credit rating agencies’ and attorneys’ fees and other costs. The discount and issuance costs are reflected within long-term debt on the Condensed Consolidated Balance Sheets and are amortized to interest expense using the effective interest method over the life of the 2032 Notes. Interest is payable each March 1 and September 1, commencing March 1, 2022.

~~0.55% Notes Due 2023~~

On September 28, 2021, the Company completed a public offering of $300.0 million in aggregate principal amount of unsecured senior notes with a stated interest rate of 0.55% due September 1, 2023 (the “2023 Notes” and together with the 2032 Notes the "Notes") and callable beginning on September 1, 2022. The 2023 Notes were issued at a discount of $2.6 million, resulting in proceeds to the Company of $297.4 million. The Company incurred costs to issue the 2023 Notes of approximately $0.6 million, inclusive of credit rating agencies’ and attorneys’ fees and other costs. The discount and issuance costs are reflected within long-term debt on the Condensed Consolidated Balance Sheets and are amortized to interest expense using the effective interest method over the life of the 2023 Notes. Interest is payable each March 1 and September 1, commencing March 1, 2022.

Revolving Credit Facility

On September 14, 2021, the Company entered into a first amendment (the "Amendment") to the Company's Fourth Amended and Restated Credit Agreement (as amended, the "Facility") administered by JPMorgan Chase Bank, N.A. Among other things, the Amendment revised the referenced benchmark interest rates to provide for a successor interest rate to LIBOR due to the cessation of certain LIBOR rates as of December 31, 2021.

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, there were no borrowings ~~and~~or repayments under the Facility totaled $650.0 million with a weighted average interest rate of 1.125%. During the nine months ended September 30, 2020, borrowings and repayments under the Facility totaled $500.0 million with a weighted average interest rate of 1.9%.Facility. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Facility had no outstanding balance and $1.0 billion available for use.

Covenants and Limitations

Under the Company’s debt and credit facilities, the Company is required to meet various covenants and limitations, including limitations on certain leverage ratios, interest coverage and limits on outstanding debt balances held by certain subsidiaries. The Company was in compliance with all financial covenants and limitations as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~

2021.

Letters of Credit and Guarantee

During the normal course of business, the Company enters into commitments in the form of letters of credit and bank guarantees to provide its own financial and performance assurance to third parties. The Company has not issued any guarantees on behalf of any third parties. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company had ~~$27.7~~$18.0 million and ~~$25.2~~$18.9 million in letters of credit and bank guarantees outstanding, respectively. The Company has multiple arrangements to obtain letters of credit, which include an agreement with unspecified availability and separate agreements for up to ~~$80.0~~$110.0 million in letters of credit, of which ~~$52.3~~$92.0 million was available for use as of ~~September 30, 2021.~~March 31, 2022.

Note 13—Employee Benefit Plans

Defined Benefit Plans

The Company recognizes net periodic benefit cost based on the actuarial analysis performed at the previous year end, adjusted if certain significant events occur during the year.

The components of net periodic benefit cost follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)		2022		2021
Service cost	Service cost	$	0.8	$	0.8	$	2.2	$	2.2	Service cost		$	0.6	$	0.7
Interest cost	Interest cost	0.6		1.1		2.0		3.4		Interest cost		0.8		0.7
Expected return on plan assets	Expected return on plan assets	(2.4)		(2.4)		(7.3)		(7.3)		Expected return on plan assets		(2.4)		(2.4)
Amortization of unrecognized loss(1)	Amortization of unrecognized loss(1)	1.6		1.3		4.8		4.0		Amortization of unrecognized loss(1)		1.3		1.6
Settlement expense	Settlement expense	0.5		—		1.4		—		Settlement expense		0.4		0.4
Net periodic benefit cost	Net periodic benefit cost	$	1.1	$	0.8	$	3.1	$	2.3	Net periodic benefit cost		$	0.7	$	1.0

(1)Includes amortization of unrecognized actuarial ~~(gain)~~ loss and prior service credits and excludes provision for income tax of ~~$(0.4) million~~$(0.3) and ~~$(1.2) million~~$(0.4) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022, and 2021, ~~respectively, and $(0.4) million and $(1.0) million for the three and nine months ended September 30, 2020,~~ respectively.

The components of net periodic benefit cost, other than the service cost component, are included in other non-operating expense, ~~(income),~~ net.

Note 14—~~Standard Product Warranties~~

The Company offers various standard warranty programs on its products, primarily for certain installed roofing systems, high-performance cables and assemblies and fluid technologies. The Company’s liability for such warranty programs is included in accrued and other current liabilities. The change in standard product warranty liabilities for the nine months ended September 30, follows:

(in millions) 2021 2020
Balance as of January 1 $ 30.0 $ 28.7
Provision 8.6 11.5
Acquired warranty obligations 0.7 —
Claims (9.2) (10.5)
Foreign exchange (0.4) 0.3
Balance as of September 30 $ 29.7 $ 30.0

~~Note 15—~~Financial Instruments

Foreign Currency Forward Contracts

The Company uses foreign currency forward contracts to hedge a portion of its foreign currency exchange rate exposure to forecasted foreign currency denominated cash flows. These instruments are not held for speculative or trading purposes.

2116

A summary of the Company's designated and non-designated hedges follows:


		September 30, 2021				December 31, 2020					March 31, 2022				December 31, 2021
(in millions)	(in millions)	Fair Value(1)		Notional Value		Fair Value(1)		Notional Value		(in millions)	Fair Value(1)		Notional Value		Fair Value(1)		Notional Value
Designated hedges	Designated hedges	$	1.7	$	122.6	$	5.0	$	93.5	Designated hedges	$	2.1	$	90.7	$	2.7	$	127.6
Non-designated hedges	Non-designated hedges	0.2		131.7		0.2		63.7		Non-designated hedges	(0.1)		82.5		0.2		82.5

(1)The fair value of foreign currency forward contracts is included in other current assets. The fair value was estimated using observable market inputs such as forward and spot prices of the underlying exchange rate pair. Based on these inputs, derivative assets and liabilities are classified as Level 2 in the fair value hierarchy.

Designated Hedges

For instruments that are designated and qualify as cash flow hedges, the Company had foreign currency forward contracts with maturities ~~up to 15 months.~~less than one year. The changes in the fair value of the contracts are recorded in accumulated other comprehensive income (loss) and recognized in the same line item as the impact of the hedged item, revenues or cost of sales, when the underlying forecasted transaction impacts earnings. The change in accumulated other comprehensive ~~income (loss)~~loss related to foreign currency cash flow hedges was immaterial for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021. Gains and losses on the contracts representing hedge components excluded from the assessment of hedge effectiveness are recognized in the same line item as the hedged item, revenues or cost of sales, currently.

Non-Designated Hedges

For instruments that are not designated as a cash flow hedge, the Company had foreign exchange contracts with maturities less than one year. The unrealized gains and losses resulting from these contracts were immaterial for ~~the~~ three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ and are recognized in other non-operating expense, ~~(income),~~ net and partially offset corresponding foreign exchange gains and losses on these balances.

Rabbi Trust

The Company has established a Rabbi Trust to provide for a degree of financial security to cover its obligations under its deferred compensation plan. Contributions to the Rabbi Trust by the Company are made at the discretion of management and generally are made in cash and invested in money-market funds. The Company consolidates the Rabbi Trust and therefore includes the investments in its Condensed Consolidated Balance Sheets. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company had ~~$5.9~~$5.5 million and ~~$6.6~~$5.7 million of cash, respectively, and ~~$7.7~~$9.0 million and $8.1 million of short-term ~~investments.~~investments, respectively. The short-term investments are classified as trading securities and are measured at fair value using quoted market prices in active markets (i.e., Level 1 measurements) with changes in fair value recorded in net income and the associated cash flows presented as operating cash flows.

Investment Securities

In accordance with its investment policy, the Company invests its excess cash from time-to-time in investment grade bonds and other securities to achieve higher yields. As of ~~September 30,~~March 31, 2022 and December 31, 2021, the Company had ~~$10.2~~$19.8 million and $30.3 million of investment grade bonds, ~~with maturities less than one year.~~respectively. The investment grade bonds are classified as ~~available for sale~~available-for-sale and measured at fair value using quoted market prices in active markets (i.e., Level 1 measurements) with changes in fair value recorded in accumulated comprehensive income (loss), until realized, and the associated cash flows presented as investing cash flows. ~~The Company did not have any investment securities as of December 31, 2020.~~

Other Financial Instruments

Other financial instruments include cash and cash equivalents, accounts receivable, net, accounts payable, accrued expenses and long-term debt. The carrying value for cash and cash equivalents, accounts receivable, net, accounts payable and accrued expenses approximates fair value because of their short-term nature and generally negligible credit losses (refer to Note 12 for the fair value of long-term debt).

2217

Note ~~16—~~15—Commitments and Contingencies

Litigation

Over the years, the Company has been named as a defendant, along with numerous other defendants, in lawsuits in various courts in which plaintiffs have alleged injury due to exposure to asbestos-containing friction products produced and sold predominantly by the Company’s discontinued Motion Control business between the late-1940s and the mid-1980s. The Company has been subject to liabilities for indemnity and defense costs associated with these lawsuits.

The Company has recorded a liability for estimated indemnity costs associated with pending and future asbestos claims. As of ~~September 30, 2021,~~March 31, 2022, the Company believes that its accrual for these costs is not material to the Company's financial position, results of operations, or operating cash flows.

The Company recognizes expenses for defense costs associated with asbestos claims during the periods in which they are incurred. Refer to the ~~2020~~2021 Annual Report on Form 10-K for the Company's accounting policy related to litigation defense costs.

The Company currently maintains insurance coverage with respect to asbestos-related claims and associated defense costs. The Company records the insurance coverage as a long-term receivable in an amount it reasonably estimates is probable of recovery for pending and future asbestos-related indemnity claims. Since the Company’s insurance policies contain various coverage exclusions, limits of coverage and self-insured retentions and may be subject to insurance coverage disputes, the Company may recognize expenses for indemnity and defense costs in particular periods if and when it becomes probable that such costs will not be covered by insurance.

Henry has also been named as a defendant, along with numerous other defendants, in lawsuits in various courts in which plaintiffs have alleged injury due to exposure to asbestos-containing roofing products produced and sold by Henry and certain of its subsidiaries. Henry is subject to liabilities for indemnity and defense costs associated with these lawsuits. As of ~~September 30, 2021,~~March 31, 2022, the Company believes such liabilities are not material to the Company’s financial position, results of operations, or operating cash flows. Henry currently maintains insurance coverage and is the beneficiary of other arrangements which provide coverage with respect to certain asbestos-related claims and associated defense costs. Such insurance policies contain various coverage exclusions, limits of coverage and self-insured retentions and may be subject to insurance coverage disputes.

The Company is also involved in various other legal actions and proceedings arising in the ordinary course of business. In the opinion of management, the ultimate outcomes of such actions and proceedings, either individually or in the aggregate, are not expected to have a material adverse effect on the Company’s financial position, results of operations, or operating cash flows.

2318

Item 2. 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 energy-efficient solutions for customers creating sustainable buildings of the future. Through its Carlisle Construction Materials ("CCM") ~~business~~and Carlisle Weatherproofing Technologies ("CWT") businesses and family of leading brands, Carlisle delivers innovative, labor-reducing and environmentally responsible products and solutions to customers across the ~~planet~~world through the Carlisle Experience. Over the life of a building, Carlisle’s products help drive lower greenhouse gas emissions, improve energy savings for building owners and operators, and increase a building’s resiliency to the elements. Driven by our strategic plan, Vision 2025, Carlisle is committed to generating superior ~~shareholder~~stockholder returns and maintaining a balanced capital deployment approach, including investments in our businesses, strategic acquisitions, share repurchases and continued dividend increases. Carlisle also is a leading provider of products to the aerospace, medical technologies and general industrial markets through its Carlisle Interconnect Technologies ("CIT") and Carlisle Fluid Technologies ("CFT") business segments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is designed to provide a reader of our financial statements with a narrative from the perspective of Company management. All references to "Notes" refer to our Notes to Condensed Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q.

Executive Overview

As we ~~exited~~move into the ~~third~~second quarter of 2022 and realize the ~~impact~~benefits of the diminishing effects of the COVID-19 pandemic, ~~appears~~we are saddened by the continued humanitarian crisis occurring in Ukraine. While a majority of our business is North American focused, and we have minimal direct exposure to ~~be past its summer~~Russia and ~~early autumn peak. This trend, combined with improvements~~Ukraine, we are monitoring any broader economic impact from the current crisis, especially on commodities, and geographic proximity to the rest of Europe, where we conduct business. We hope peace and resolution will come quickly to the conflict.

The entire Carlisle team drove outstanding performance in ~~our~~the first quarter, while navigating continuing and unprecedented demand, supply chain constraints, and ~~positive movement towards a resumption of passenger air travel approaching pre-pandemic levels, is driving increased optimism about our ability~~industry-wide labor and raw material challenges. CCM and CWT continue to ~~deliver continued~~benefit from strong ~~results. We have also seen strong~~re-roofing demand, in our building products markets. Along with steadily growing backlog across all three of Carlisle's segments, we are increasingly positive entering the fourth quarter and 2022. Nonetheless, within the third quarter of 2021, our teams faced a very challenging operating environment given difficult supply chain and labor conditions, as well as the impact of Hurricane Ida. Despite these challenges, we believe Carlisle's employees again displayed their resilience in delivering record results, all the while doing so with strict adherence to the same health and safety protocols and precautions that have been in place throughout the pandemic, extending Carlisle's excellent safety record.

~~Vision 2025 continues to provide clarity of mission~~solid new construction demand, and a ~~consistent direction for~~growing push to install energy-efficient solutions. Our teams continue to secure raw materials, appropriately staff at all levels, and strive to meet our ~~entire organization. We have stayed the course and maintain confidence in our ability~~customers' expectations. Our goal is to execute on our strategies, despite the challenges throughout the COVID-19 pandemic. Vision 2025 focuses our continuous improvement culture on providing our customers with innovative products of the best quality at the right place, at the right time. Ensuring the highest level of communication, transparency and service is embodied in what we callalways deliver the Carlisle ~~Experience,~~Experience. Our proactive and value-added approach to pricing enabled us to neutralize the effects of significant raw material inflation last year and offset continued pressures we experienced in the first quarter, which we ~~are committed to delivering to all our channel partners.~~

As introduced in Vision 2025, we committed to a leaner, more focused portfolio and a pivot towards investing in our highest-returning businesses, particularly CCM. This commitment was further evidenced in the third quarter by our divestiture of Carlisle Brake & Friction ("CBF"), which CCM's outstanding performance affirmed that our conviction is correct. CCM's best-in-class team delivered record third quarter revenues in an extremely difficult operating environment. Our increasing focus on building products is exemplified by our recent acquisitionexpect will persist throughout 2022. The integration of ASP Henry Holdings, Inc. ("Henry"), continues to exceed expectations and deliver on our synergy commitments. Additionally, CIT's backlog continues to grow, driven by the recertification and accelerating deliveries of the 737 MAX, the anticipated resumption of 787 deliveries later this year, and improved capital spending in medical markets.

Our pivot towards our highest returning building products businesses that began in 2017 continues to prove to be the right strategic direction for Carlisle, which ~~delivered excellent~~is reflected in our record first quarter sales and profits. We have invested $1.2 billion over the past decade to expand capacity, drive innovation, and develop world-class processes without which, our record results would not be possible.

Our business model continues to follow environmental, social and governance ("ESG") trends as our products enable a more efficient usage of energy by buildings. We continue to make progress toward our goal of delivering a net zero commitment in ~~its~~2022.

We remain committed to superior capital allocation, which includes returning capital to stockholders. In the first ~~month with Carlisle, and where integration thus far has been smooth.~~

While we're pleased with CCM's performance, CIT and CFT both contributed to our results and exhibited continued progress. As we expected, CIT returned to growth in the third quarter. CIT's commercial aerospace backlog has consistently grown in 2021, and has now surpassed second quarter of ~~2020 levels, a significant milestone. Coupling this with the improving backlog in our medical technologies business,~~2022, we expect recovery to continue at CIT, with solid leverage on this growth over the coming quarters and years. Driven by accelerating industrial capital expenditures as companies expand capacity in response to supply constraints, CFT delivered strong revenue growth, despite the many documented supply chain issues challenging the automotive industry.

~~We remain balanced in our approach to capital deployment. We increased our dividend for the 45~~th ~~consecutive year, returning $84.2~~returned $28.7 million ~~during the first nine months~~ in the form of dividends. ~~While closing on the acquisition of Henry, the largest acquisition in Carlisle's history, we~~We also repurchased ~~$290.6~~$125.0 million of shares, ~~during the first nine months. Finally, we had~~bringing our cumulative share repurchases since 2017 to over $1.9 billion, driving a ~~successful debt issuance of $850 million of senior notes at a weighted average rate of 1.6%, which lowered Carlisle's cost of debt and extended its weighted-average maturity.~~19.5% net reduction in our shares outstanding.

With ~~all of~~demand accelerating across our businesses, ~~trending positively,~~ and ~~leveraging the clarity of mission that Vision 2025 provides us,~~our new segment structure in place to focus our teams, Carlisle is well positioned ~~for~~to drive continued ~~acceleration through the recovery~~profitable growth in 2022 and ~~beyond.~~deliver Vision 2025.

2419

Summary of Financial Results


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
(in millions, except per share amounts)	(in millions, except per share amounts)	2021			2020			2021			2020			(in millions, except per share amounts)		2022			2021
Revenues	Revenues	$	1,315.6		$	1,057.0		$	3,434.3		$	2,981.6		Revenues		$	1,496.3		$	940.9
Operating income	Operating income	$	166.5		$	154.8		$	385.0		$	376.5		Operating income		$	277.3		$	84.7
Operating margin percentage		12.7		%	14.6		%	11.2		%	12.6		%
Operating margin														Operating margin		18.5		%	9.0		%
Income from continuing operations	Income from continuing operations	$	113.0		$	102.7		$	256.2		$	243.5		Income from continuing operations		$	194.3		$	49.1
Income (loss) from discontinued operations		$	29.1		$	(0.4)		$	37.4		$	(4.0)
(Loss) income from discontinued operations														(Loss) income from discontinued operations		$	(0.7)		$	3.1
Diluted earnings per share attributable to common shares:	Diluted earnings per share attributable to common shares:													Diluted earnings per share attributable to common shares:
Income from continuing operations	Income from continuing operations	$	2.12		$	1.88		$	4.80		$	4.38		Income from continuing operations		$	3.67		$	0.91
Income (loss) from discontinued operations		$	0.55		$	(0.01)		$	0.70		$	(0.07)
(Loss) income from discontinued operations														(Loss) income from discontinued operations		$	(0.01)		$	0.06

Non-comparable items(1)		$	27.1		$	5.7		$	44.0		$	33.1
Adjusted EBITDA(1)														Adjusted EBITDA(1)		$	344.8		$	137.8
Adjusted EBITDA margin(1)														Adjusted EBITDA margin(1)		23.0		%	14.6		%

(1)~~Non-comparable items include~~Adjusted EBITDA and adjusted EBITDA margin are intended to provide investors and others with information about Carlisle and its segments' performance without the effect of items that, by their nature, tend to obscure ~~the Company’s~~ core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. Refer to Non-GAAP Financial Measures in this MD&A for a detailed reconciliation of these items.

Revenues increased in the ~~third~~first quarter ~~and first nine months~~ of ~~2021~~2022 primarily reflecting price realization and higher volumes ~~and price realization~~ in ~~our CCM~~all segments and ~~CFT segments,~~ contributions from the acquisition of Henry in the ~~CCM~~CWT segment, ~~and favorable foreign currency impacts,~~ partially offset by ~~lower volumes in our CIT segment in the nine-month period, which has been impacted by the prolonged aerospace decline.~~unfavorable foreign currency impacts.

The ~~decrease~~increase in operating margin percentage in the ~~third~~first quarter ~~and first nine months~~ of ~~2021~~2022 primarily reflected ~~raw material and wage inflation across all segments. The decrease in operating income was partially offset by~~ price realization, higher volumes and savings from the Carlisle Operating System ("COS")., partially offset by raw material and wage inflation across all segments.

Diluted earnings per share from continuing operations increased primarily due to improved operating income performance ($~~0.16 per share in the third quarter of 2021 and $0.12~~2.72 per share in the first ~~nine months~~quarter of ~~2021),~~2022) and reduced average shares outstanding ($0.05 per share in the first quarter of 2022) resulting from purchases under our share repurchase program, partially offset by a ~~lower~~higher effective tax rate ($0.03 per share in the ~~third~~first quarter of 2021 and $0.15 per share in the first nine months of 2021), and reduced average shares outstanding ($0.06 per share in the third quarter of 2021 and $0.19 per share in the first nine months of 2021) resulting from purchases under our share repurchase program.2022).

We generated ~~$283.9~~$44.3 million in operating cash flow in the first ~~nine~~three months of ~~2021,~~2022 and utilized cash on hand and cash provided by operations to return capital to ~~shareholders~~stockholders through dividends and share repurchases, and to fund capital expenditures.

Consolidated Results of Operations

Revenues
(in millions) 2021 2020 Change % Acquisition Effect Price / Volume Effect Exchange Rate Effect
Three months ended September 30 $ 1,315.6 $ 1,057.0 $ 258.6 24.5 % 4.8 % 19.4 % 0.3 %
Nine months ended September 30 $ 3,434.3 $ 2,981.6 $ 452.7 15.2 % 2.0 % 12.6 % 0.6 %



(in millions)	2022		2021		Change		%		Acquisition Effect		Price / Volume Effect		Exchange Rate Effect

Three months ended March 31	$	1,496.3	$	940.9	$	555.4	59.0	%	14.7	%	44.8	%	(0.5)	%

Revenues increased in the ~~third~~first quarter ~~and first nine months~~ of ~~2021~~2022 primarily reflecting price realization and higher sales volumes ~~and price realization in our CCM and CFT segments~~ across all ~~markets in which they operate,~~segments and contributions from the acquisition of Henry in the ~~CCM~~CWT segment, ~~and favorable foreign currency impacts,~~ partially offset by ~~lower CIT volumes in the nine-month period as a result of the prolonged aerospace decline.~~

unfavorable foreign currency impacts.

Gross Margin


(in millions)	(in millions)	Three Months Ended September 30,										Nine Months Ended September 30,										(in millions)	Three Months Ended March 31,
		2021			2020			Change		%		2021			2020			Change		%				2022			2021			Change		%
Gross margin	Gross margin	$	371.6		$	317.9		$	53.7	16.9	%	$	924.2		$	857.4		$	66.8	7.8	%	Gross margin		$	490.9		$	244.9		$	246.0	100.4	%
Gross margin percentage	Gross margin percentage	28.2		%	30.1		%					26.9		%	28.8		%					Gross margin percentage		32.8		%	26.0		%
Depreciation and amortization	Depreciation and amortization	$	26.4		$	26.0						$	75.1		$	79.0						Depreciation and amortization		$	27.0		$	24.6

Gross margin percentage (gross margin expressed as a percentage of revenues) ~~declined~~increased in the ~~third~~first quarter of 2022, driven by price realization and ~~first nine months of 2021, driven~~higher volumes, partially offset by raw material and wage inflation, partially offset by savings from COS. Cost of goods sold for the third quarter and first nine months of 2021 included $5.0 million of acquired inventory costs associated with the Henry acquisition in the CCM segment.inflation. Also included in cost of goods sold were exit and disposal costs totaling ~~$2.7~~$1.9 million for the ~~third~~first quarter ~~and $7.1 million in the first nine months~~ of ~~2021,~~2022, primarily

at CIT attributable to our restructuring initiatives, compared with ~~$3.7 million for the third quarter and $9.4~~$0.8 million for the first ~~nine months~~quarter of ~~2020.~~2021. Refer to Note 8 for further information on exit and disposal activities.

Selling and Administrative Expenses


(in millions)	(in millions)	Three Months Ended September 30,										Nine Months Ended September 30,										(in millions)	Three Months Ended March 31,
		2021			2020			Change		%		2021			2020			Change		%				2022			2021			Change		%
Selling and administrative expenses	Selling and administrative expenses	$	192.6		$	153.0		$	39.6	25.9	%	$	504.7		$	448.5		$	56.2	12.5	%	Selling and administrative expenses		$	203.0		$	150.8		$	52.2	34.6	%
As a percentage of revenues	As a percentage of revenues	14.6		%	14.5		%					14.7		%	15.0		%					As a percentage of revenues		13.6		%	16.0		%
Depreciation and amortization	Depreciation and amortization	$	30.7		$	24.3						$	79.9		$	72.2						Depreciation and amortization		$	37.3		$	24.2

The increase in selling and administrative expenses in the ~~third~~first quarter ~~and first nine months~~ of ~~2021~~2022 primarily reflected ~~acquisition~~incremental costs ~~of $17.3 million related to Henry~~ in the ~~CCM~~CWT segment from the addition of Henry, higher incentive compensation costs and wage inflation. Also included in selling and administrative expenses were exit and disposal costs totaling ~~$0.9 million for the third quarter and $4.3~~$0.3 million for the first ~~nine months~~quarter of ~~2021,~~2022, primarily at CIT attributable to our restructuring initiatives, compared with ~~$1.2 million for the third quarter and $4.0~~$0.6 million for the first ~~nine months~~quarter of ~~2020.~~2021. Refer to Note 8 for further information on exit and disposal activities.

Research and Development Expenses


(in millions)	(in millions)	Three Months Ended September 30,										Nine Months Ended September 30,										(in millions)	Three Months Ended March 31,
		2021			2020			Change		%		2021			2020			Change		%				2022			2021			Change		%
Research and development expenses	Research and development expenses	$	12.8		$	11.5		$	1.3	11.3	%	$	37.0		$	35.1		$	1.9	5.4	%	Research and development expenses		$	12.3		$	10.4		$	1.9	18.3	%
As a percentage of revenues	As a percentage of revenues	1.0		%	1.1		%					1.1		%	1.2		%					As a percentage of revenues		0.8		%	1.1		%
Depreciation and amortization	Depreciation and amortization	$	0.5		$	0.5						$	1.4		$	1.5						Depreciation and amortization		$	0.4		$	0.5

Research and development expenses were higher in the ~~third~~first quarter ~~and first nine months~~ of ~~2021,~~2022, compared with the ~~2020 periods,~~2021, primarily reflecting higher new product development expenses at our CIT and ~~CFT~~CWT segments.

Other Operating Income, net


(in millions)	(in millions)	Three Months Ended September 30,								Nine Months Ended September 30,								(in millions)	Three Months Ended March 31,
		2021		2020		Change		%		2021		2020		Change		%				2022		2021		Change		%
Other operating income, net	Other operating income, net	$	(0.3)	$	(1.4)	$	1.1	(78.6)	%	$	(2.5)	$	(2.7)	$	0.2	(7.4)	%	Other operating income, net		$	(1.7)	$	(1.0)	$	(0.7)	70.0	%

Other operating income, net in the ~~2021 periods~~first quarter of 2022 primarily reflected $1.0 million of rebates ~~($0.9~~and $0.5 million ~~in third quarter and $2.6 million in the first nine months) and~~of royalty income ($0.4 million in third quarter and $1.1 million in the first nine months), partially offset by intangible asset impairments of $1.8 million in both the third quarter and first nine months at CIT.

income. Other operating income, net in the ~~2020 periods~~first quarter of 2021 primarily reflected $0.9 million of rebates ~~($0.9~~and $0.3 million ~~in third quarter and $2.1 million in the first nine months), rental income ($1.1 million in the first nine months) and~~of royalty income ($0.3 million in third quarter and $1.0 million in the first nine months), partially offset by losses on sale of assets ($0.5 million in third quarter and $2.0 million in the first nine months), primarily at CCM and CIT.

income.

Operating Income


(in millions)	(in millions)	Three Months Ended September 30,										Nine Months Ended September 30,										(in millions)	Three Months Ended March 31,
		2021			2020			Change		%		2021			2020			Change		%				2022			2021			Change		%
Operating income	Operating income	$	166.5		$	154.8		$	11.7	7.6	%	$	385.0		$	376.5		$	8.5	2.3	%	Operating income		$	277.3		$	84.7		$	192.6	227.4	%
Operating margin percentage	Operating margin percentage	12.7		%	14.6		%					11.2		%	12.6		%					Operating margin percentage		18.5		%	9.0		%

Refer to Segment Results of Operations within this MD&A for further information related to segment operating income results.

Interest Expense, net


(in millions)	(in millions)	Three Months Ended September 30,								Nine Months Ended September 30,								(in millions)	Three Months Ended March 31,
		2021		2020		Change		%		2021		2020		Change		%				2022		2021		Change		%
Interest expense, net	Interest expense, net	$	19.8	$	19.1	$	0.7	3.7	%	$	58.2	$	57.8	$	0.4	0.7	%	Interest expense, net		$	22.6	$	19.2	$	3.4	17.7	%

Interest expense, net of capitalized interest, increased in the ~~third~~first quarter ~~and first nine months~~ of ~~2021~~2022 primarily reflecting ~~draws on~~higher long-term debt balances associated with our ~~revolving credit facility~~public offering of $550.0 million of 2.20% unsecured senior notes and $300.0 million of 0.55% unsecured senior notes completed in ~~the third quarter of 2021, which were repaid in the third quarter of~~September 2021. Refer to Note 12 for further information on our long-term debt.

~~Loss on Extinguishment of Debt~~

Loss on extinguishment of debt of $8.8 million in the first nine months of 2020 related to the early redemption in full of $250.0 million aggregate principal amount of our outstanding 5.125% unsecured senior notes due December 15, 2020 (the “2020 Notes”). The 2020 Notes were redeemed on March 29, 2020 at the redemption price of $262.1 million. The redemption price included a premium of $8.4 million, along with $0.4 million of deferred issuance costs.

Interest Income


(in millions)	(in millions)	Three Months Ended September 30,								Nine Months Ended September 30,								(in millions)	Three Months Ended March 31,
		2021		2020		Change		%		2021		2020		Change		%				2022		2021		Change		%
Interest income	Interest income	$	(0.2)	$	(0.7)	$	0.5	(71.4)	%	$	(1.1)	$	(4.0)	$	2.9	(72.5)	%	Interest income		$	(0.2)	$	(0.5)	$	0.3	(60.0)	%

Interest income decreased during the ~~third~~first quarter ~~and first nine months~~ of ~~2021~~2022 primarily reflecting lower cash balances and lower yields.

Other Non-operating Expense, ~~(Income),~~ net


(in millions)	(in millions)	Three Months Ended September 30,							Nine Months Ended September 30,							(in millions)	Three Months Ended March 31,
		2021		2020		Change		%	2021		2020		Change		%			2022		2021		Change		%
Other non-operating expense (income), net		$	0.9	$	0.5	$	0.4	NM	$	5.6	$	(0.4)	$	6.0	NM
Other non-operating expense, net																Other non-operating expense, net		$	0.1	$	3.6	$	(3.5)	NM

Other non-operating expense, ~~(income),~~ net, in the first ~~nine months~~quarter of 2021 primarily reflected the release of a portion of the indemnification asset related to the acquisition of Petersen Aluminum Corporation ~~("Petersen") acquisition~~ resulting from escrow expirations and changes in foreign currencies against the U.S. Dollar.

Other non-operating expense (income), net, in the first nine months of 2020 primarily reflected foreign exchange gains from the strengthening of the U.S. Dollar, partially offset by the release of a portion of the indemnification asset related to the Petersen acquisition resulting from escrow expirations.

Income Taxes


(in millions)	(in millions)	Three Months Ended September 30,										Nine Months Ended September 30,										(in millions)	Three Months Ended March 31,
		2021			2020			Change		%		2021			2020			Change		%				2022			2021			Change		%
Provision for income taxes	Provision for income taxes	$	33.0		$	33.2		$	(0.2)	(0.6)	%	$	66.1		$	70.8		$	(4.7)	(6.6)	%	Provision for income taxes		$	60.5		$	13.3		$	47.2	354.9	%
Effective tax rate	Effective tax rate	22.6		%	24.4		%					20.5		%	22.5		%					Effective tax rate		23.7		%	21.3		%

The effective income tax rate on continuing operations for the first ~~nine months~~quarter of ~~2021~~2022 was ~~20.5%~~23.7%. The year-to-date provision for income taxes included taxes on earnings at an anticipated rate of ~~24.2%~~23.9% and a tax impact of ~~$12.1~~$0.4 million related to discrete activity. ~~The year-to-date net discrete tax benefit relates primarily to a reduction of prior year tax liabilities and excess tax benefits related to stock compensation.~~

The effective income tax rate on continuing operations for the first ~~nine months~~quarter of ~~2020~~2021 was ~~22.5%~~21.3%.

(Loss) Income ~~(Loss)~~ from Discontinued Operations
(in millions) Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 Change % 2021 2020 Change %
Income (loss) from discontinued operations before income taxes $ 2.2 $ 0.5 $ 1.7 NM $ 13.0 $ (4.7) $ 17.7 NM
(Benefit from) provision for income taxes (26.9) 0.9 (24.4) (0.7)
Income (loss) from discontinued operations $ 29.1 $ (0.4) $ 37.4 $ (4.0)


(in millions)	Three Months Ended March 31,
		2022		2021		Change		%
(Loss) income from discontinued operations before income taxes		$	(0.7)	$	4.5	$	(5.2)	NM
Provision for income taxes		—		1.4
(Loss) income from discontinued operations		$	(0.7)	$	3.1

~~Income (loss)~~Loss from discontinued operations ~~for~~in the ~~third~~first quarter of 2022 reflects transaction expenses associated with the 2021 sale of the equity interests and assets comprising the Carlisle Brake & Friction ("CBF") segment. Income from discontinued operations in the first ~~nine months~~quarter of 2021 reflects ~~improved~~the operating results from the CBF ~~segment, compared with the 2020 periods. The 2021 periods also reflect a pre-tax loss on sale, offset by an income tax benefit from the sale transaction.~~segment.

Segment Results of Operations

Carlisle Construction Materials

CCM's best-in-class team delivered record third quarter revenues in an extremely difficult operating environment. In anticipation of solid construction market demand in 2021, we ensured our employees stood ready to produce; communicated clearly with our channel partners about our raw material requirements; built inventory; increased capacity; and remained steadfast in applying COS to drive efficiencies across CCM. We intend to maintain our pricing discipline in the marketplace, capturing the full value of the Carlisle Experience, which reflects our unyielding commitment to servicing the increasingly complex needs of our customers.

CCM continues to benefit from a growing backlog fueled by the strong re-roofing cycle in the United States, an ever-increasing emphasis on the energy-efficiency of buildings, and our investments in expansion of our presence in the building envelope. Our increasing focus on building products is exemplified by our recent acquisition of Henry, which delivered excellent results in its first month with Carlisle, and where integration thus far has been smooth.

Additionally, re-roofing demand remains strong in the United States market. Near term, the lingering effects of the COVID-19 pandemic and raw material and labor constraints have contributed to growing backlogs and significant increases in near term demand. With buildings accounting for a significant portion of annual global greenhouse gas emissions, we continue to focus on innovation, emphasizing the development of products that ensure greater energy efficiency.

~~Our drive to increase~~This segment produces a complete line of premium single-ply roofing products and warranted roof systems and accessories for the ~~content of energy-efficient products in our portfolio~~commercial building industry, including polyiso insulation and ~~further expand into the building envelope resulted in the purchase of Henry for $1.575 billion in cash, subject to working capital~~engineered metal roofing and other customary post-closing adjustments, in the third quarter. As one example of our expanded portfolio of energy-efficient products, Henry's air and vapor barriers prevent uncontrolled air leakage and can yield notable savings on heating and cooling costs. Refer to Note 3 for further information on this acquisition.wall panel systems.


(in millions)	(in millions)	Three Months Ended September 30,										Acquisition Effect		Price / Volume Effect		Exchange Rate Effect		(in millions)	Three Months Ended March 31,										Acquisition Effect		Price / Volume Effect		Exchange Rate Effect
		2021			2020			Change		%									2022			2021			Change		%
Revenues	Revenues	$	1,065.8		$	823.5		$	242.3	29.4	%	6.0	%	23.3	%	0.1	%	Revenues	$	881.1		$	556.4		$	324.7	58.4	%	—	%	58.9	%	(0.5)	%
Operating income	Operating income	$	187.1		$	181.3		$	5.8	3.2	%							Operating income	$	261.1		$	110.7		$	150.4	135.9	%
Operating margin percentage		17.6		%	22.0		%
Depreciation and amortization		$	31.4		$	24.4
Non-comparable items(1)		$	22.4		$	0.8
Operating margin																		Operating margin	29.6		%	19.9		%
Adjusted EBITDA(1)																		Adjusted EBITDA(1)	$	275.3		$	123.9		$	151.4	122.2	%
Adjusted EBITDA margin(1)																		Adjusted EBITDA margin(1)	31.2		%	22.3		%

(1)~~Non-comparable items include~~Adjusted EBITDA and adjusted EBITDA margin are intended to provide investors and others with information about Carlisle and its segments' performance without the effect of items that, by their nature, tend to obscure the segment’s core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. Refer to Non-GAAP Financial Measures in this MD&A for a detailed reconciliation of these items.

CCM’s revenue increased in the third quarter of 2021 primarily reflecting price realization, higher volumes from strength in U.S. commercial roofing demand and contributions from the Henry acquisition.

CCM’s operating margin percentage decrease in the third quarter of 2021 primarily reflected raw material and wage inflation and acquisition costs, partially offset by price realization, higher volumes and savings from COS.

(in millions) Nine Months Ended September 30, Acquisition Effect Price / Volume Effect Exchange Rate Effect
2021 2020 Change %
Revenues $ 2,722.4 $ 2,234.8 $ 487.6 21.8 % 2.2 % 19.1 % 0.5 %
Operating income $ 485.8 $ 426.6 $ 59.2 13.9 %
Operating margin percentage 17.8 % 19.1 %
Depreciation and amortization $ 78.3 $ 74.2
Non-comparable items (1)
$ 25.1 $ 3.6

~~(1)Non-comparable items include items that, by their nature, tend to obscure the segment’s~~ core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. Refer to Non-GAAP Financial Measures in this MD&A for a detailed reconciliation of these items.

CCM’s revenue increased in the first ~~nine months~~quarter of ~~2021~~2022 primarily reflecting price realization and higher volumes from strength in U.S. commercial roofing ~~demand,~~demand.

CCM’s operating margin and adjusted EBITDA margin increase in the first quarter of 2022 primarily reflected price realization, higher volumes, improved product mix and savings from COS, partially offset by raw material and wage inflation.

Carlisle Weatherproofing Technologies

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 rubber products for a variety of industrial and surfacing applications.


(in millions)	Three Months Ended March 31,										Acquisition Effect		Price / Volume Effect		Exchange Rate Effect
	2022			2021			Change		%
Revenues	$	359.1		$	162.9		$	196.2	120.4	%	84.7	%	36.0	%	(0.3)	%
Operating income	$	37.5		$	10.6		$	26.9	253.8	%
Operating margin	10.4		%	6.5		%
Adjusted EBITDA(1)	$	63.1		$	20.9		$	42.2	201.9	%
Adjusted EBITDA margin(1)	17.6		%	12.8		%

(1)Adjusted EBITDA and adjusted EBITDA margin are intended to provide investors and others with information about Carlisle 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. Refer to Non-GAAP Financial Measures in this MD&A for a detailed reconciliation of these items.

CWT’s revenue increased in the first quarter of 2022 primarily reflecting price realization, higher volumes and contributions from the Henry acquisition.

~~CCM’s~~CWT’s operating margin ~~percentage decrease~~and adjusted EBITDA margin increase in the first ~~nine months~~quarter of ~~2021~~2022 primarily reflected ~~raw material and wage inflation and acquisition costs, partially offset by~~ price realization, higher volumes and ~~savings~~contributions from ~~COS.~~the Henry acquisition, partially offset by raw material and wage inflation. CWT's operating margin also reflected amortization of intangible assets from the Henry acquisition.

Carlisle Interconnect Technologies

As we expected, CIT returned to growth in the third quarter. Notably, CIT is now leveraging growth quite well, with expectations for continued profitability improvement going forward. Lower demand for commercial aircraft due to the COVID-19 pandemic forced the team to focus on improvingThis segment produces high-performance wire and ~~repositioning the business~~cable, including optical fiber, for the ~~future. CIT took significant actions, including rightsizing its footprint, and created a more efficient operating structure. CIT's~~ commercial aerospace, ~~backlog has consistently grown~~military and defense electronics, medical device, industrial, and test and measurement markets. CIT's product portfolio also includes sensors, connectors, contacts, cable assemblies, complex harnesses, racks, trays, and installation kits, in ~~2021,~~addition to engineering and ~~has now surpassed second quarter of 2020 levels, a significant milestone. Coupling this with the improving backlog in our~~certification services. CIT also provides medical ~~technologies business, we expect recovery to continue at CIT, with solid leverage on this growth over the coming quarters~~device products and ~~years.~~solutions for several medical technology applications.

During the third quarter of 2021, we announced the closure of our manufacturing operations in Carlsbad, California, and the relocation of those operations to our existing facilities in North America. The project is estimated to take a remaining 13nine to 1712 months to complete. Total projected costs are expected to approximate ~~$5.7~~$5.8 million, with approximately ~~$4.8~~$3.0 million costs remaining to be incurred.

In 2020, as a result of the market declines caused by the effects of the COVID-19 pandemic, we announced the closure of our manufacturing operations in Kent, Washington, and the relocation of selected operations to our existing facilities primarily in North America. The project is estimated to be substantially complete by December 31, 2021. Total project costs are expected to approximate $17.4 million, with approximately $1.6 million remaining to be incurred.


(in millions)	(in millions)	Three Months Ended September 30,										Acquisition Effect		Price / Volume Effect		Exchange Rate Effect		(in millions)	Three Months Ended March 31,										Acquisition Effect		Price / Volume Effect		Exchange Rate Effect
		2021			2020			Change		%									2022			2021			Change		%
Revenues	Revenues	$	178.7		$	168.5		$	10.2	6.1	%	0.5	%	5.2	%	0.4	%	Revenues	$	185.0		$	155.8		$	29.2	18.7	%	—	%	18.7	%	—	%
Operating loss	Operating loss	$	(0.5)		$	(3.7)		$	3.2	86.5	%							Operating loss	$	(2.5)		$	(10.7)		$	8.2	76.6	%
Operating margin percentage		(0.3)		%	(2.2)		%
Depreciation and amortization		$	18.9		$	19.6
Non-comparable items(1)		$	4.7		$	4.8
Operating margin																		Operating margin	(1.4)		%	(6.9)		%
Adjusted EBITDA(1)																		Adjusted EBITDA(1)	$	18.4		$	11.0		$	7.4	67.3	%
Adjusted EBITDA margin(1)																		Adjusted EBITDA margin(1)	9.9		%	7.1		%

(1)~~Non-comparable items include~~Adjusted EBITDA and adjusted EBITDA margin is intended to provide investors and others with information about Carlisle's and its segments' performance without the effect of items that, by their nature, tend to obscure the segment’s core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. Refer to Non-GAAP Financial Measures in this MD&A for a detailed reconciliation of these items.

~~CIT's revenues improved in the third quarter of 2021 primarily reflecting higher volumes, indicating the beginning of a recovery in the commercial aerospace market.~~

CIT’s operating margin percentage improved in the third quarter of 2021 driven by higher volumes, savings from COS and lower travel and other administrative costs, partially offset by raw material and wage inflation.

(in millions) Nine Months Ended September 30, Acquisition Effect Price / Volume Effect Exchange Rate Effect
2021 2020 Change %
Revenues $ 503.4 $ 577.0 $ (73.6) (12.8) % 0.8 % (13.9) % 0.3 %
Operating (loss) income $ (24.1) $ 11.2 $ (35.3) (315.2) %
Operating margin percentage (4.8) % 1.9 %
Depreciation and amortization $ 56.5 $ 58.4
Non-comparable items(1)
$ 15.2 $ 13.2

CIT's revenue ~~decline~~increased in the first ~~nine months~~quarter of ~~2021~~2022 primarily ~~reflected lower~~reflecting higher volumes, ~~led by the downturn~~as recovery has begun in the commercial aerospace market, ~~as a result of slow recovery in build rates on narrow~~ and ~~wide body aircraft by OEMs given declines in airline travel in the first half of the year.~~price realization.

CIT’s operating margin ~~percentage decreased~~and adjusted EBITDA margin improvement in the first ~~nine months~~quarter of ~~2021,~~2022 was driven ~~by lower volumes, unfavorable mix, and raw material and wage inflation, partially offset~~ by savings from COS and lower travel and other administrative ~~costs.~~costs, partially offset by wage inflation, unfavorable foreign currency impacts and unfavorable mix.

Carlisle Fluid Technologies

Driven by accelerating industrial capital expenditures as companies expand capacity in response to supply constraints, CFT delivered strong revenue growth, despite the many documented supply chain issues challenging the automotive industry.

This growth was supported by a commitment to new product introductions, price discipline and excellent performance by our teams in Europe and China. We also continue to make progress integrating and growing our newer platforms ofsegment produces highly engineered liquid, powder, sealants and adhesives ~~foam~~finishing equipment and ~~powder. With~~integrated system solutions for spraying, pumping, mixing, metering and curing of a ~~focus on innovation, leaner cost structure,~~variety of coatings used in the automotive manufacture, general industrial, protective coating, wood, specialty and push into automation, we are optimistic about the CFT team's ability to generate sustainable value creation by driving and leveraging solid growth at healthy incremental margins, and, ultimately delivering on its Vision 2025 goals.automotive refinishing markets.


(in millions)	(in millions)	Three Months Ended September 30,										Acquisition Effect		Price / Volume Effect		Exchange Rate Effect		(in millions)	Three Months Ended March 31,										Acquisition Effect		Price / Volume Effect		Exchange Rate Effect
		2021			2020			Change		%									2022			2021			Change		%
Revenues	Revenues	$	71.1		$	65.0		$	6.1	9.4	%	0.9	%	6.3	%	2.2	%	Revenues	$	71.1		$	65.8		$	5.3	8.1	%	—	%	9.9	%	(1.8)	%
Operating income	Operating income	$	4.7		$	4.4		$	0.3	6.8	%							Operating income	$	4.8		$	4.3		$	0.5	11.6	%
Operating margin percentage		6.6		%	6.8		%
Depreciation and amortization		$	5.8		$	5.8
Non-comparable items(1)		$	0.2		$	0.1
Operating margin																		Operating margin	6.8		%	6.5		%
Adjusted EBITDA(1)																		Adjusted EBITDA(1)	$	10.5		$	10.2		$	0.3	2.9	%
Adjusted EBITDA margin(1)																		Adjusted EBITDA margin(1)	14.8		%	15.5		%

~~CFT's revenue increased in the third quarter of 2021 reflecting increased volumes, particularly in the transportation end market, price realization and favorable foreign currency impacts.~~

~~CFT’s operating margin percentage declined in the third quarter of 2021 reflecting higher wage and incentive compensation costs, partially offset by price realization and higher volumes.~~

(in millions) Nine Months Ended September 30, Acquisition Effect Price / Volume Effect Exchange Rate Effect
2021 2020 Change %
Revenues $ 208.5 $ 169.8 $ 38.7 22.8 % 2.8 % 16.3 % 3.7 %
Operating income $ 15.6 $ 2.0 $ 13.6 680.0 %
Operating margin percentage 7.5 % 1.2 %
Depreciation and amortization $ 17.3 $ 17.4
Non-comparable items(1)
$ 0.9 $ 2.4

CFT's revenue increased in the first ~~nine months~~quarter of ~~2021~~2022 reflecting increased volumes, particularly in the transportation end market, ~~favorable~~and price realization, partially offset by unfavorable foreign currency ~~impacts, price realization and contributions from acquisitions.~~impacts.

CFT’s operating margin ~~percentage~~ performance improved for the first ~~nine months~~quarter of ~~2021,~~2022, reflecting price realization, higher volumes, ~~price realization~~lower restructuring expenses, and savings from COS, partially offset by ~~higher~~raw material, wage and ~~incentive compensation costs,~~freight inflation and unfavorable mix.

CFT’s adjusted EBITDA margin decreased in the first quarter of 2022, reflecting higher raw material, ~~inflation.~~wage and freight inflation and unfavorable mix, partially offset by price realization, higher volumes, and savings from COS.

Liquidity and Capital Resources

A summary of our cash and cash equivalents by region follows:


(in millions)	(in millions)	September 30, 2021		December 31, 2020		(in millions)	March 31, 2022		December 31, 2021
Europe	Europe	$	23.0	$	113.7	Europe	$	77.3	$	12.3
North America (excluding U.S.)	North America (excluding U.S.)	20.1		50.8		North America (excluding U.S.)	29.8		40.8
China	China	14.9		18.4		China	21.9		17.8
Asia Pacific (excluding China)	Asia Pacific (excluding China)	11.1		27.0		Asia Pacific (excluding China)	22.0		12.9

International cash and cash equivalents	International cash and cash equivalents	69.1		209.9		International cash and cash equivalents	151.0		83.8
U.S. cash and cash equivalents	U.S. cash and cash equivalents	226.5		687.2		U.S. cash and cash equivalents	140.7		240.6
Total cash and cash equivalents	Total cash and cash equivalents	$	295.6	$	897.1	Total cash and cash equivalents	$	291.7	$	324.4

We maintain liquidity sources primarily consisting of cash and cash equivalents as well as availability under ~~our Facility.~~the Company's Fourth Amended and Restated Credit Agreement (as amended, the "Facility"). In the near term, cash on hand is our primary source of liquidity. The decrease in cash and cash equivalents compared to December 31, ~~2020,~~2021, is primarily related to ~~the acquisition of Henry,~~ share repurchases, payment of dividends to ~~shareholders~~stockholders and capital expenditures, partially offset by ~~a portion~~the receipt of the ~~proceeds~~$125 million earn out payment from our public offering of $300.0 million in aggregate principal amount of unsecured senior notes due in September 2023 and $550.0 million in aggregate principal amount of unsecured senior notes due in March 2032, and the sale of CBF.

In certain countries, primarily China, our cash is subject to local laws and regulations that require government approval for conversion of such cash to U.S. Dollars, as well as for transfer of such cash, both temporarily and permanently outside of that jurisdiction. In addition, upon permanent transfer of cash outside of certain jurisdictions, primarily in Canada and China, we may be subject to withholding taxes, and as such we have accrued ~~$2.6~~$10.4 million in anticipation of those taxes as of ~~September 30, 2021.~~March 31, 2022.

We believe we have sufficient cash on hand, availability under the Facility and operating cash flows to meet our anticipated business requirements for at least the next 12 months. At the discretion of management, the Company may use available cash on capital expenditures, dividends, common stock repurchases, acquisitions and strategic investments.

We also anticipate we will have sufficient cash on hand, ~~as well as available liquidity~~availability under the Facility and operating cash flows to meet our anticipated long-term business requirements and to pay outstanding principal balances of our existing notes by the respective maturity dates. Another potential source of liquidity is access to public capital markets, subject to market conditions. We may access the capital markets to repay the outstanding ~~balance.~~balances of our outstanding debt. Refer to ~~Debt Instruments~~ ~~below.~~

Note 12.

Sources and Uses of Cash and Cash Equivalents


		Nine Months Ended September 30,					Three Months Ended March 31,
(in millions)	(in millions)	2021		2020		(in millions)	2022		2021
Net cash provided by operating activities	Net cash provided by operating activities	$	283.9	$	440.2	Net cash provided by operating activities	$	44.3	$	67.6
Net cash used in investing activities		(1,423.2)		(106.7)
Net cash provided by financing activities		533.9		36.7
Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	81.2		(28.4)
Net cash used in financing activities						Net cash used in financing activities	(158.8)		(172.8)
Effect of foreign currency exchange rate changes on cash	Effect of foreign currency exchange rate changes on cash	(1.2)		(2.4)		Effect of foreign currency exchange rate changes on cash	0.6		(1.4)
Change in cash and cash equivalents	Change in cash and cash equivalents	$	(606.6)	$	367.8	Change in cash and cash equivalents	$	(32.7)	$	(135.0)

Operating Activities

We generated operating cash flows of ~~$283.9~~$44.3 million for the first ~~nine~~three months of months of 2022 (including working capital uses of $229.9 million), compared with $67.6 million for the first three months of months of 2021 (including working capital uses of ~~$208.2 million), compared with $440.2 million for the first nine months of 2020 (including working capital uses of $26.5~~$54.0 million). Lower operating cash flows in the first ~~nine~~the first three months of ~~2021~~months of 2022 primarily reflected an increase in receivables from higher sales and an increase in inventory from rising raw material costs and increased volume, partially offset by higher payables due to rising raw material costs.

Investing Activities

Cash provided by investing activities of $81.2 million for the first three months of months of 2022 primarily reflected the proceeds of the contingent consideration from the sale of CBF of $125.0 million and proceeds from investment in securities of $10.3 million, partially offset by capital expenditures of $31.1 million and the acquisition of MBTechnology for $24.7 million. Cash used in investing activities of ~~$1,423.2~~$28.4 million for the first ~~nine~~three months of months of 2021 primarily reflected ~~the acquisition of Henry for $1,573.9 million, net of cash acquired,~~ capital expenditures of ~~$88.9~~$20.0 million and investment in securities of $10.2 million, partially offset by proceeds from the sale of CBF of $247.7 million, net of cash disposed. Cash used in investing activities of $106.7 million for the first nine months of 2020 primarily reflected capital expenditures of $72.7 million.

Financing Activities

Cash used in financing activities of ~~$533.9~~$158.8 million in the first ~~nine~~three months of ~~2021~~months of 2022 primarily reflected ~~net proceeds from our September offering of $850.0 million in aggregate principal amount of unsecured senior notes, partially offset by~~ share repurchases of ~~$290.6~~$125.0 million and cash dividend payments of ~~$84.2~~$28.7 million, reflecting the increased quarterly dividend of $0.54 per share. Cash ~~provided by~~used in financing activities of ~~$36.7~~$172.8 million during the first ~~nine~~three months of ~~2020~~months of 2021 primarily reflected net proceeds from our February 2020 offering of $750.0 million in aggregate principal amount of unsecured senior notes, partially offset by the early redemption of our 2020 Notes and financing costs associated with our February notes offering. Additionally during the first nine months of 2020 we used cash of $341.7 million for share repurchases of $150.0 million and ~~$84.5 million for~~ dividend ~~payments.~~payments of $28.4 million.

Debt Instruments

~~Senior Notes~~

On September 28, 2021, the Company completed a public offering of $550.0 million in aggregate principal amount of unsecured senior notes with a stated interest rate of 2.20% due March 1, 2032 (the “2032 Notes”). The 2032 Notes were issued at a discount of $4.8 million, resulting in proceeds to the Company of $545.2 million. The Company incurred costs to issue the 2032 Notes of approximately $1.1 million, inclusive of credit rating agencies’ and attorneys’ fees and other costs. The discount and issuance costs are amortized to interest expense over the life of the 2032 Notes. Interest is paid each March 1 and September 1, commencing March 1, 2022.

On September 28, 2021, the Company completed a public offering of $300.0 million in aggregate principal amount of unsecured senior notes with a stated interest rate of 0.55% due September 1, 2023 (the “2023 Notes” and together with the 2032 Notes the "Notes") and callable beginning on September 1, 2022. The 2023 Notes were issued at a discount of $2.6 million, resulting in proceeds to the Company of $297.4 million. The Company incurred costs to issue the 2023 Notes of approximately $0.6 million, inclusive of credit rating agencies’ and attorneys’ fees and other costs. The discount and issuance costs are amortized to interest expense over the life of the 2023 Notes. Interest is paid each March 1 and September 1, commencing March 1, 2022.

Revolving Credit Facility

During the first ~~nine~~three months of months of 2022 and 2021, we had no borrowings ~~and~~or repayments under the Facility totaled $650.0 million with a weighted average interest rate of 1.125%. During the first nine months of 2020, borrowings and repayments under the Facility totaled $500.0 million with a weighted average interest rate of 1.9%.Facility. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Facility had no outstanding balance and $1.0 billion available for use.

Debt Covenants

We are required to meet various covenants and limitations under our senior notes and Facility, including certain leverage ratios, interest coverage ratios and limits on outstanding debt balances held by certain subsidiaries. We were in compliance with all covenants and limitations as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

Refer to Note 12 for further information on our debt instruments.

3326

Non-GAAP Financial Measures

EBIT, Adjusted EBIT, Adjusted EBITDA and Adjusted EBITDA Margin

Earnings before interest and taxes ("EBIT"), adjusted EBIT, adjusted earnings before ~~income,~~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 business and evaluate the Company’s performance relative to ~~peer~~similarly-situated companies. This information differs from net income, operating income, and operating ~~income~~margin determined in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and should not be considered in isolation or as a substitute for measures of performance determined in accordance with U.S. GAAP. The Company's and its segments' EBIT, adjusted EBIT, adjusted EBITDA and adjusted EBITDA margin follows. These non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies.


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
(in millions)	(in millions)	2021			2020			2021			2020			(in millions)		2022			2021
Net income (GAAP)	Net income (GAAP)	$	142.1		$	102.3		$	293.6		$	239.5		Net income (GAAP)		$	193.6		$	52.2
Less: income (loss) from discontinued operations (GAAP)		29.1			(0.4)			37.4			(4.0)
Less: (loss) income from discontinued operations (GAAP)														Less: (loss) income from discontinued operations (GAAP)		(0.7)			3.1
Income from continuing operations (GAAP)	Income from continuing operations (GAAP)	113.0			102.7			256.2			243.5			Income from continuing operations (GAAP)		194.3			49.1
Provision for income taxes	Provision for income taxes	33.0			33.2			66.1			70.8			Provision for income taxes		60.5			13.3
Interest expense, net	Interest expense, net	19.8			19.1			58.2			57.8			Interest expense, net		22.6			19.2
Interest income	Interest income	(0.2)			(0.7)			(1.1)			(4.0)			Interest income		(0.2)			(0.5)
EBIT	EBIT	165.6			154.3			379.4			368.1			EBIT		277.2			81.1
Exit and disposal, and facility rationalization costs	Exit and disposal, and facility rationalization costs	3.4			5.2			14.0			16.0			Exit and disposal, and facility rationalization costs		2.1			3.1
Inventory step-up amortization and acquisition costs	Inventory step-up amortization and acquisition costs	22.2			0.5			24.4			6.1			Inventory step-up amortization and acquisition costs		—			0.9
Impairment charges	Impairment charges	1.8			—			1.8			—			Impairment charges		0.2			—
Losses (gains) from acquisitions and disposals		—			—			3.5			2.2
Losses (gains) from insurance		(0.3)			—			0.2			—
Losses (gains) from litigation		—			—			0.1			—
Losses on extinguishment of debt		—			—			—			8.8
Losses from acquisitions and disposals														Losses from acquisitions and disposals		0.3			3.4
Losses from insurance														Losses from insurance		0.3			—

Total non-comparable items	Total non-comparable items	27.1			5.7			44.0			33.1			Total non-comparable items		2.9			7.4
Adjusted EBIT	Adjusted EBIT	192.7			160.0			423.4			401.2			Adjusted EBIT		280.1			88.5
Depreciation	Depreciation	21.6			20.4			62.2			61.8			Depreciation		24.0			20.3
Amortization	Amortization	36.0			30.4			94.2			90.9			Amortization		40.7			29.0
Adjusted EBITDA	Adjusted EBITDA	$	250.3		$	210.8		$	579.8		$	553.9		Adjusted EBITDA		$	344.8		$	137.8
Divided by:	Divided by:													Divided by:
Total revenues	Total revenues	$	1,315.6		$	1,057.0		$	3,434.3		$	2,981.6		Total revenues		$	1,496.3		$	940.9
Adjusted EBITDA margin	Adjusted EBITDA margin	19.0		%	19.9		%	16.9		%	18.6		%	Adjusted EBITDA margin		23.0		%	14.6		%

Three Months Ended September 30, 2021
(in millions) CCM CIT CFT Corporate and unallocated
Operating income (loss) (GAAP) $ 187.1 $ (0.5) $ 4.7 $ (24.8)
Non-operating expense (income)(1)
0.4 (0.1) (0.2) 0.8
EBIT 186.7 (0.4) 4.9 (25.6)
Exit and disposal, and facility rationalization costs 0.1 2.8 0.5 —
Inventory step-up amortization and acquisition costs 22.3 — — (0.1)
Impairment charges — 1.8 — —
Losses (gains) from acquisitions and disposals — — — —
Losses (gains) from insurance — — (0.3) —
Losses (gains) from litigation — 0.1 — (0.1)
Losses on extinguishment of debt — — — —
Total non-comparable items 22.4 4.7 0.2 (0.2)
Adjusted EBIT 209.1 4.3 5.1 (25.8)
Depreciation 12.9 6.3 1.4 1.0
Amortization 18.5 12.6 4.4 0.5
Adjusted EBITDA $ 240.5 $ 23.2 $ 10.9 $ (24.3)
Divided by:
Total revenues $ 1,065.8 $ 178.7 $ 71.1 $ —
Adjusted EBITDA margin 22.6 % 13.0 % 15.3 % NM

~~(1)Includes other non-operating (income) expense, which may be presented in separate line items on the Condensed Consolidated Statements of Income.~~

Three Months Ended September 30, 2020
(in millions) CCM CIT CFT Corporate and unallocated
Operating income (loss) (GAAP) $ 181.3 $ (3.7) $ 4.4 $ (27.2)
Non-operating expense (income)(1)
0.3 0.2 0.1 (0.1)
EBIT 181.0 (3.9) 4.3 (27.1)
Exit and disposal, and facility rationalization costs 0.6 4.6 — —
Inventory step-up amortization and acquisition costs 0.2 0.2 0.1 —
Impairment charges — — — —
Losses (gains) from acquisitions and disposals — — — —
Losses (gains) from insurance — — — —
Losses (gains) from litigation — — — —
Losses on extinguishment of debt — — — —
Total non-comparable items 0.8 4.8 0.1 —
Adjusted EBIT 181.8 0.9 4.4 (27.1)
Depreciation 11.8 6.3 1.4 0.9
Amortization 12.6 13.3 4.4 0.1
Adjusted EBITDA $ 206.2 $ 20.5 $ 10.2 $ (26.1)
Divided by:
Total revenues $ 823.5 $ 168.5 $ 65.0 $ —
Adjusted EBITDA margin 25.0 % 12.2 % 15.7 % NM

~~(1)Includes other non-operating (income) expense, which may be presented in separate line items on the Condensed Consolidated Statements of Income.~~

3527

Nine Months Ended September 30, 2021
(in millions) CCM CIT CFT Corporate and unallocated
Operating income (loss) (GAAP) $ 485.8 $ (24.1) $ 15.6 $ (92.3)
Non-operating expense(1)
2.7 (0.1) 1.3 1.7
EBIT 483.1 (24.0) 14.3 (94.0)
Exit and disposal, and facility rationalization costs 0.1 13.0 0.9 —
Inventory step-up amortization and acquisition costs 22.3 — 0.1 2.0
Impairment charges — 1.8 — —
Losses (gains) from acquisitions and disposals 2.2 0.3 0.2 0.8
Losses (gains) from insurance 0.5 — (0.3) —
Losses (gains) from litigation — 0.1 — —
Losses on extinguishment of debt — — — —
Total non-comparable items 25.1 15.2 0.9 2.8
Adjusted EBIT 508.2 (8.8) 15.2 (91.2)
Depreciation 36.8 18.6 4.0 2.8
Amortization 41.5 37.9 13.3 1.5
Adjusted EBITDA $ 586.5 $ 47.7 $ 32.5 $ (86.9)
Divided by:
Total revenues $ 2,722.4 $ 503.4 $ 208.5 $ —
Adjusted EBITDA margin 21.5 % 9.5 % 15.6 % NM


	Three Months Ended March 31, 2022
(in millions)	CCM			CWT			CIT			CFT			Corporate and unallocated
Operating income (loss) (GAAP)	$	261.1		$	37.5		$	(2.5)		$	4.8		$	(23.6)
Non-operating expense (income)(1)	—			0.1			(0.5)			0.1			0.4
EBIT	261.1			37.4			(2.0)			4.7			(24.0)
Exit and disposal, and facility rationalization costs	—			0.1			2.0			—			—
Inventory step-up amortization and acquisition costs	—			(0.1)			—			—			0.1
Impairment charges	—			0.2			—			—			—
Losses from acquisitions and disposals	—			—			0.2			0.1			—
Losses from insurance	—			0.3			—			—			—


Total non-comparable items	—			0.5			2.2			0.1			0.1
Adjusted EBIT	261.1			37.9			0.2			4.8			(23.9)
Depreciation	9.2			6.3			6.1			1.5			0.9
Amortization	5.0			18.9			12.1			4.2			0.5
Adjusted EBITDA	$	275.3		$	63.1		$	18.4		$	10.5		$	(22.5)
Divided by:
Total revenues	$	881.1		$	359.1		$	185.0		$	71.1		$	—
Adjusted EBITDA margin	31.2		%	17.6		%	9.9		%	14.8		%	NM

(1)Includes other non-operating expense (income) ~~expense,~~, which may be presented in separate line items on the Condensed Consolidated Statements of Income.


		Nine Months Ended September 30, 2020												Three Months Ended March 31, 2021
(in millions)	(in millions)	CCM			CIT			CFT			Corporate and unallocated		(in millions)	CCM			CWT			CIT			CFT			Corporate and unallocated
Operating income (loss) (GAAP)	Operating income (loss) (GAAP)	$	426.6		$	11.2		$	2.0		$	(63.3)	Operating income (loss) (GAAP)	$	110.7		$	10.6		$	(10.7)		$	4.3		$	(30.2)
Non-operating expense (income)(1)	Non-operating expense (income)(1)	3.2			(0.4)			(3.2)			8.8		Non-operating expense (income)(1)	2.3			(0.1)			—			0.4			1.0
EBIT	EBIT	423.4			11.6			5.2			(72.1)		EBIT	108.4			10.7			(10.7)			3.9			(31.2)
Exit and disposal, and facility rationalization costs	Exit and disposal, and facility rationalization costs	0.9			13.0			2.1			—		Exit and disposal, and facility rationalization costs	—			—			2.5			0.6			—
Inventory step-up amortization and acquisition costs	Inventory step-up amortization and acquisition costs	0.4			0.2			0.3			5.2		Inventory step-up amortization and acquisition costs	—			—			—			0.1			0.8
Impairment charges		—			—			—			—
Losses (gains) from acquisitions and disposals		2.3			—			—			(0.1)
Losses (gains) from insurance		—			—			—			—
Losses (gains) from litigation		—			—			—			—
Losses on extinguishment of debt		—			—			—			8.8

Losses from acquisitions and disposals													Losses from acquisitions and disposals	2.3			—			0.3			—			0.8

Total non-comparable items	Total non-comparable items	3.6			13.2			2.4			13.9		Total non-comparable items	2.3			—			2.8			0.7			1.6
Adjusted EBIT	Adjusted EBIT	427.0			24.8			7.6			(58.2)		Adjusted EBIT	110.7			10.7			(7.9)			4.6			(29.6)
Depreciation	Depreciation	36.5			18.9			4.0			2.4		Depreciation	9.2			2.7			6.3			1.2			0.9
Amortization	Amortization	37.7			39.5			13.4			0.3		Amortization	4.0			7.5			12.6			4.4			0.5
Adjusted EBITDA	Adjusted EBITDA	$	501.2		$	83.2		$	25.0		$	(55.5)	Adjusted EBITDA	$	123.9		$	20.9		$	11.0		$	10.2		$	(28.2)
Divided by:	Divided by:												Divided by:
Total revenues	Total revenues	$	2,234.8		$	577.0		$	169.8		$	—	Total revenues	$	556.4		$	162.9		$	155.8		$	65.8		$	—
Adjusted EBITDA margin	Adjusted EBITDA margin	22.4		%	14.4		%	14.7		%	NM		Adjusted EBITDA margin	22.3		%	12.8		%	7.1		%	15.5		%	NM

(1)Includes other non-operating expense (income) ~~expense,~~, which may be presented in separate line items on the Condensed Consolidated Statements of Income.

3628

Outlook

Our expectations for segment and total revenues for ~~2021,~~2022, compared to ~~2020~~2021 follow:

~~2021~~2022 Revenue

Primary Drivers

Carlisle Construction Materials

~~Mid-20%~~
~30% growth

•Proactive pricing measures gaining traction

•Strong re-roofing demand

•Increasing demand for energy-efficient building products

Carlisle Weatherproofing Technologies

~55 to 60% growth

•~~Proactive pricing measures gaining traction~~Henry acquisition

•Strong demand in all product lines

Carlisle Interconnect Technologies

Mid-single digit
declineLow double-digit growth

•~~Commercial~~Growing commercial aerospace ~~backlog surpassed 2Q20 levels~~and medical backlogs

Carlisle Fluid Technologies

~~Mid-teens~~
~10% growth

•Focus on new product introductions and price ~~realization~~discipline

•Markets strengthening

Total Carlisle

~~High-teens~~
Over 30% growth

For the year ~~2021,~~2022, we expect:

•Corporate expenses of approximately $120 ~~million to $122~~ million;

•Depreciation and amortization expense of approximately ~~$230~~$250 million;

•Capital expenditures of approximately ~~$125~~$175 million;

•Interest expense, net of interest income, of approximately ~~$82~~$90 million; and

•Base tax rate of approximately ~~25%~~24-25%.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the potential or expected impacts of the global COVID-19 pandemic. Forward-looking statements generally use words such as "expect," "foresee," "anticipate," "believe," "project," "should," "estimate," "will," "plans," "intends," "forecast," and similar expressions, and reflect our expectations concerning the future. Such statements are made based on known events and circumstances at the time of publication and, as such, are subject in the future to unforeseen risks and uncertainties. It is possible that our future performance may differ materially from current expectations expressed in these forward-looking statements, due to a variety of factors such as: risks from the global COVID-19 pandemic, including, for example, expectations regarding the impact of the COVID-19 pandemic 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; 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 ~~which~~that cannot be recovered in product pricing; domestic and foreign governmental and public policy changes including environmental and industry regulations; threats associated with and efforts to combat terrorism; protection and validity of patent and other intellectual property rights; the identification of strategic acquisition targets and our successful completion of any transaction and integration of our strategic acquisitions; our successful completion of strategic dispositions; the cyclical nature of our businesses; the impact of information technology, cybersecurity or data security breaches at our businesses or third parties; and 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 ~~("SEC")~~ from time to time. In addition, such statements could be affected by general industry and market conditions and growth rates, the condition of the financial and credit markets and general domestic and international economic conditions, including inflation and interest rate and currency exchange rate fluctuations. Further, any conflict in the international arena, including the Russian invasion of Ukraine, may adversely affect general market conditions and our future performance. Any forward-looking statement speaks only as of the date on which that statement is made, and we undertake no duty to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date on which that statement is made, unless otherwise required by law. New factors emerge from time 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.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

There have been no material changes in the Company’s market risk for the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. For additional information, refer to "PART II—Item 7A. Quantitative and Qualitative Disclosures About Market Risk" of the Company’s ~~2020~~2021 Annual Report on Form 10-K.

Item 4. Controls and Procedures

a.Evaluation of disclosure controls and procedures. Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation and as of ~~September 30, 2021,~~March 31, 2022, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

b.Changes in internal controls. During third quarter of 2021, the Company completed its acquisition of ASP Henry Holdings, Inc. (“Henry”). This acquisition is material to the Company's results of operations, financial position and cash flows. Refer to Note 3 for additional information regarding the Henry acquisition.

The Company is currently in the process of integrating Henry, including internal controls and procedures and extending its Sarbanes-Oxley Act Section 404 compliance program to include Henry. The Company anticipates a successful integration of Henry's operations and internal controls and procedures and will continue to evaluate its internal control over financial reporting as the Company executes integration activities. The Company's assessment of the effectiveness of controls and procedures for the year ended December 31, 2022, will include Henry.

During the first ~~nine~~the first three months of ~~2021,~~months of 2022, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART IIII—Other Information

Item 1. 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.~~15.

Item 1A. Risk Factors

There have been no material changes in the Company's risk factors disclosed in "PART I—Item 1A. Risk Factors" in our ~~2020~~2021 Annual Report on Form 10-K.

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

The following table summarizes the repurchase of common stock during the three months ended ~~September 30, 2021:~~March 31, 2022:

(in millions, except per share amounts) Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(1)
July — $ — — 5.3
August — — — 5.3
September 0.1 201.86 0.1 5.2
Total 0.1 0.1


(in millions, except per share amounts)	Total Number of Shares Purchased(1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(2)
January	0.3	$	236.03	0.2	4.8
February	—	237.15		—	4.8
March	0.3	237.42		0.3	4.5
Total	0.6			0.5

(1)Represents the remaining total number of shares that can be repurchased under the Company’s share repurchase program. On February 2, 2021, the Company's Board of Directors approved a 5 million share increase in the Company's share repurchase program.

The Company may also reacquire shares outside of the repurchase program from time to time in connection with the forfeiture of shares in satisfaction of tax withholding obligations from the vesting of share-based compensation. During the three months ended ~~September 30, 2021,~~March 31, 2022, there were ~~less than~~approximately 0.1 million 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. On February 2, 2021, the Company's Board of Directors approved a 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.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit

Number

Filed with this Form 10-Q

Incorporated by Reference

Exhibit Title

Form

~~File No.~~

Date Filed

~~2.1~~

~~Agreement and Plan of Merger, dated as of July 18, 2021, by and among the Company, ASP Henry Holdings, Inc., ASP Henry Investco LP and Aaron Merger Sub, Inc.~~

~~8-K~~

~~001-9278~~

~~7/20/2021~~

~~3.1~~

~~Restated Certificate of Incorporation of the Company.~~

~~10-Q~~

~~001-9278~~

~~10/21/2015~~

~~3.2~~

~~Amended and Restated Bylaws of the Company.~~

~~8-K~~

~~001-9278~~

~~12/14/2015~~

~~4.1~~P

~~Form of Trust Indenture between the Company and Fleet National Bank.~~

~~S-3~~

~~333-16785~~

~~11/26/1996~~

~~4.2~~

First Supplemental Indenture, dated as of August 18, 2006, among the Company, U.S. Bank National Association (as successor to State Street Bank and Trust Company, as successor to Fleet National Bank) and The Bank of New York Mellon Trust Company, N.A.

~~8-K~~

~~001-9278~~

~~8/18/2006~~

~~4.3~~

Second Supplemental Indenture, dated as of December 9, 2010, among the Company, U.S. Bank National Association (as successor to State Street Bank and Trust Company, as successor to Fleet National Bank) and The Bank of New York Mellon Trust Company, N.A.

~~8-K~~

~~001-9278~~

~~12/10/2010~~

~~4.4~~

Third Supplemental Indenture, dated as of November 20, 2012, among the Company, U.S. Bank National Association (as successor to State Street Bank and Trust Company, as successor to Fleet National Bank) and The Bank of New York Mellon Trust Company, N.A.

~~8-K~~

~~001-9278~~

~~11/20/2012~~

~~4.5~~

Fourth Supplemental Indenture, dated as of February 20, 2020, among the Company, U.S. Bank National Association (as successor to State Street Bank and Trust Company, as successor to Fleet National Bank) and The Bank of New York Mellon Trust Company, N.A.

~~8-K~~

~~001-9278~~

~~2/28/2020~~

~~4.6~~

Fifth Supplemental Indenture, dated as of September 28, 2021, among the Company, U.S. Bank National Association (as successor to State Street Bank and Trust Company, as successor to Fleet National Bank) and The Bank of New York Mellon Trust Company, N.A.

~~8-K~~

~~001-9278~~

~~9/28/2021~~

~~4.7~~

~~Form of 0.550% Notes due 2023.~~

~~8-K~~

~~001-9278~~

~~9/28/2021~~

~~4.8~~

~~Form of 3.500% Notes due 2024.~~

~~8-K~~

~~001-9278~~

~~11/16/2017~~

~~4.9~~

~~Form of 3.750% Notes due 2027.~~

~~8-K~~

~~001-9278~~

~~11/16/2017~~

~~4.10~~

~~Form of 2.750% Notes due 2030.~~

~~8-K~~

~~001-9278~~

~~2/28/2020~~

~~4.11~~

~~Form of 2.200% Notes due 2032.~~

~~8-K~~

~~001-9278~~

~~9/28/2021~~

~~4.12~~

~~Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.~~

~~10-K~~

~~001-9278~~

~~2/10/2020~~

~~10.1~~

First Amendment to Fourth Amended and Restated Credit Agreement, dated as of September 14, 2021, by and among the Company, Carlisle Corporation, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto.

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

32.1

Section 1350 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation

101.LAB

Inline XBRL Taxonomy Extension Labels

101.PRE

Inline XBRL Taxonomy Extension Presentation

101.DEF

Inline XBRL Taxonomy Extension Definition

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

P ~~Indicates paper filing.~~

3931

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 thereunto duly authorized.


		CARLISLE COMPANIES INCORPORATED

Date:	~~October 26, 2021~~April 29, 2022	By:	/s/ ~~Robert M. Roche~~Kevin P. Zdimal
			~~Robert M. Roche~~Kevin P. Zdimal
			Vice President and Chief Financial Officer

4032


	Unaudited Pro Forma				Unaudited Pro Forma
	Three months ended September 30,				Nine Months Ended September 30,
(in millions)	2021		2020		2021		2020
Revenues	$	1,415.7	$	1,199.6	$	3,794.6	$	3,331.4
Income from continuing operations	$	123.9	$	107.5	$	264.6	$	221.2


(in millions)	Fair Value		Weighted Average Useful Life (in years)
Technologies	$	2.3	9
Customer relationships	1.0		9
Trade names	1.0		5
Total	$	4.3


(in millions, except per share amounts)	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(1)
July	—	$	—	—	5.3
August	—	—		—	5.3
September	0.1	201.86		0.1	5.2
Total	0.1			0.1