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CARLISLE COMPANIES INC

For the period ended Dec 31, 2023. Filed Feb 16, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 16, 2024

CSL$375.74-0.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2023

www.carlisle.com

Commission File Number 001-09278

CARLISLE COMPANIES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware31-1168055
(State of incorporation)(I.R.S. Employer I.D. No)

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

(Address of principal executive office, including zip code)

(480)781-5000

(Telephone)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $1 par valueCSLNew York Stock Exchange
Preferred Stock Purchase Rights, $1 par valuen/aNew York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No ☒

The aggregate market value of the shares of common stock of the registrant held by non-affiliates was approximately $12.8 billion based upon the closing price of the common stock on the New York Stock Exchange on June 30, 2023.

As of February 9, 2024,47,749,270 shares of common stock of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 1, 2024, are incorporated by reference in Part III.

TABLE OF CONTENTS

Page
Part I3
Item 1. Business.3
Item 1A. Risk Factors.9
Item 1B. Unresolved Staff Comments.13
Item 1C. Cybersecurity.13
Item 2. Properties.13
Item 3. Legal Proceedings.13
Item 4. Mine Safety Disclosures.13
Part II14
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.14
Item 6. [Reserved]15
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.16
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.32
Item 8. Financial Statements and Supplementary Data.34
Report of Independent Registered Public Accounting Firm (PCAOB ID 34)34
Consolidated Statements of Income and Comprehensive Income37
Consolidated Balance Sheets38
Consolidated Statements of Cash Flows39
Consolidated Statements of Stockholders’ Equity40
Notes to Consolidated Financial Statements41
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.74
Item 9A. Controls and Procedures.74
Item 9B. Other Information.75
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.77
Part III76
Item 10. Directors, Executive Officers and Corporate Governance76
Item 11. Executive Compensation.76
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.77
Item 13. Certain Relationships and Related Transactions, and Director Independence77
Item 14. Principal Accounting Fees and Services.77
Part IV77
Item 15. Exhibits, Financial Statement Schedules.77
Signatures80
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