CARLISLE COMPANIES INC
For the period ended Sep 30, 2025. Filed Oct 30, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Oct 30, 2025
CSL$375.74-0.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-07-31.
0000790051-25-000146
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-10-30.
0000790051-25-000159
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 53 previous paragraphs and 57 current paragraphs.
33 unchanged; 10 reworded; 13 added; 10 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 16 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
Carlisle’s third quarter performance remained resilient despite a challenging macroeconomic environment. Revenue grew 1% year-over-year to $1.3 billion, and diluted EPS was $4.97 We remain committed to our Vision 2030 strategy and delivering on our key initiatives and long-term financial targets to create value for our stakeholders. We fully appreciate the impact that current headwinds are having on the building products market, and we are working diligently to navigate the uncertainty in new construction activity and the ongoing changes driven by consolidation of distributors, manufacturers and contractors.
Current report
In the third quarter, CCM continued to benefit from solid commercial re-roofing demand, a core driver of Carlisle’s value creation history. Re-roofing is an imperative business, meaning it is not a discretionary item for building owners. Re-roofing demand remained healthy with stable contractor backlogs offsetting weaker new construction and temporary fluctuations in order patterns driven by the changes in our distribution channel. CCM’s ability to capitalize on the favorable fundamentals supporting long-term commercial re-roofing growth, including an aging building stock and a growing footprint, are reinforced by our scale in the U.S.—arguably the best global construction market, our drive to deliver meaningful innovation to the market, and our superior Carlisle Experience. We believe the temporary changes seen in the distribution channel in 2025 will ultimately be resolved and result in a return to a more stable and improved situation.
Current report
At CWT, the well understood and ongoing end market headwinds continued to affect results in the third quarter, particularly in residential new construction, where affordability challenges and higher interest rates continue to negatively impact demand. Our progress on strategic initiatives is gaining traction and positioning the business for steady margin expansion as we move forward and closer to a return to an improved housing market. Synergies from our recent acquisitions are tracking ahead of plan, and share gain initiatives in retail category expansion with UltraTouch® denim insulation and advanced waterproofing technologies are creating multiple paths to sales growth and margin improvement.
Current report
Innovation is a critical pillar of our Vision 2030 strategy and has always been a leading differentiator for Carlisle. Our focus on innovation has delivered key new products in 2025. We are seeing strong market adoption of recently launched products such as RapidLock™, SeamShield™, APEEL™, VP Tech™, and UltraTouch®, all of which address the mega trends around energy efficiency and labor-saving solutions. We are continuing to drive increased R&D investment, including expanding our Research and Innovation Center in Carlisle, PA, to accelerate product introductions and sustain above-market growth.
Current report
We remain committed to disciplined capital deployment and strong cash flow generation. During the quarter, we repurchased 0.8 million shares for $300 million and raised our dividend by 10%, marking Carlisle’s 49 th consecutive annual increase. Our ability to consistently generate cash from operations provides meaningful capacity to reinvest in innovation, pursue strategic acquisitions, and return capital to shareholders.
Current report
Our commercial re-roofing leadership, prudent operational enhancements, strategic growth avenues and consistent execution under Vision 2030 give us confidence even in times of prolonged economic uncertainty. We are not waiting for a recovery. We are building the next phase of growth, focused on innovation, operational excellence, and long-term value creation as we progress toward our Vision 2030 objectives.
Current report
Revenues increased in the third quarter of 2025, primarily reflecting higher sales in our residential construction end-market of $7.8 million, driven by recent acquisitions. Sales in our non-residential construction end-market were flat, as increases from recent acquisitions and re-roofing activity were offset by decreases in new construction activity.
Current report
Selling and administrative expenses decreased in the third quarter of 2025, primarily resulting from lower wage and benefit expenses of $9.0 million due to lower discretionary compensation and lower acquisition-related costs and professional fees of $5.6 million. These decreases were partially offset by the increase in expenses attributable to the recent acquisitions of PFB Holdco, Inc. ("PFB"), selected assets of ThermaFoam Operating LLC, PowerFoam LLC, and ThermaFoam Real Estate LLC (collectively, "ThermaFoam"), and selected assets of Bonded Logic, Inc. and Phoenix Fibers, LLC (collectively, "Bonded Logic"), including $2.6 million of additional wages and benefits and $2.7 million of additional amortization expense.
Current report
Interest expense increased in the third quarter of 2025, primarily due to higher long-term debt balances associated with the 5.25% notes due September 15, 2035 (the "2035 Notes") and the 5.55% notes due September 15, 2040 (the "2040 Notes") that were issued on August 20, 2025. Refer to Note 10 for further information on our long-term debt.
Current report
CCM's revenue was essentially flat in the third quarter of 2025 as re-roofing activity offset lower new construction activity. CCM's revenue increase in the first nine months of 2025 was primarily driven by the acquisition of MTL.
Current report
CCM's operating margin and adjusted EBITDA margin decreased in the third quarter, driven by materials inflation of $12.6 million, higher operating costs of $13.3 million, primarily to enhance the Carlisle Experience, and increased research and development expenses of $3.3 million. Margins for the first nine months of 2025 decreased primarily due to higher operating costs of $35.8 million, primarily to enhance the Carlisle Experience, and increased research and development expenses of $5.1 million.
Current report
Cash provided by operating activities for the first nine months of 2025 of $715.8 million increased by $56.1 million compared to the first nine months of 2024, primarily due to lower working capital uses of $100.1 million, partially offset bylower income from continuing operations, excluding non-cash reconciling items, of $60.4 million.
Current report
Inventory has remained steady throughout the first nine months of 2025, resulting in a $103.6 million decrease in working capital uses compared to the first nine months of 2024, which experienced higher investment in inventory due to the end of destocking from 2023 followed by increased construction activity. Additionally, our working capital used in other current liabilities in the first nine months of 2025 decreased by $64.3 million compared to the first nine months of 2024, primarily due to the timing of tax expenses and payments. These reductions in working capital uses were partially offset by an additional $27.5 million in working capital used in accounts receivable due to timing of sales and an additional $37.4 million used in accounts payable due to timing of expenses and payments when comparing the first nine months of 2025 to the first nine months of 2024.
Removed paragraphs (10)
Previous report
We are proud of the Carlisle team’s ability to deliver diluted EPS from continuing operations of $5.87. Our ability to hold second quarter revenues flat at $1.4 billion and maintain margins above our Vision 2030 target in a second quarter that saw continued deterioration in new construction markets speaks to the resiliency of our pure play building products business.
Previous report
Our second quarter results demonstrate the underlying strength in our re-roofing markets at CCM and showcase our capacity to achieve top-tier margins even in a sluggish new construction landscape. The commercial re-roofing market is meeting mid-single-digit growth expectations, contributing reliable recurring revenue and accounting for approximately 70% of CCM's commercial roofing business.
Previous report
CCM’s solid performance in the quarter was offset by lower-than-expected results at CWT, influenced by continued declines in the residential end-markets. While residential end-markets were not expected to rebound in the quarter, the continued deterioration in key growth drivers—housing starts, interest rates and builder sentiment—put additional pressure on CWT sales.
Previous report
Last quarter we maintained our positive outlook on the 2025 roofing season based on increased market confidence in rising stability on the macroeconomic front, positive contractor sentiment reflected in our April Carlisle Market Survey, and the prospect of a more normal construction season. Many CCM contractors entered the second quarter with solid backlogs and anticipated robust activity, suggesting a strong market load-in typical of historical construction seasons. Unfortunately, the external risks that we identified in the first quarter materialized during the second quarter, leading to an increase in project delays, smaller-than-expected distributor inventory load-in related to commercial construction, and a slowdown in new construction bidding as economic uncertainties made decision-making more difficult. Insights from over 150 participants in the July Carlisle Market Survey confirmed this negative shift in contractor and distributor sentiment had accelerated in the quarter. The July survey also reflected that expectations of a continuation of those pressures will persist throughout the remainder of 2025.
Previous report
Throughout the quarter, we remained committed to our key strategic pillars to drive to our Vision 2030 financial goals. We maintained our focus on operational excellence through the Carlisle Operating System, completing major automation capital projects within our CWT factories. We also continued to enhance the Carlisle Experience by investing in technical and customer service personnel to better support our customers. And we continued to meet our commitment to superior capital allocation, returning $343.1 million to shareholders through dividends and share repurchases.
Previous report
We continued to execute our proven Mergers & Acquisitions playbook to strategically allocate capital toward acquisitions that align with our Vision 2030 strategy. Our most recent acquisition of selected assets of Bonded Logic, Inc. and Phoenix Fibers, LLC (collectively, "Bonded Logic") strengthens our portfolio of innovative solutions for more energy-efficient buildings and enhances our position in the North American insulation market. This acquisition also supports the growth of our Henry UltraTouch denim insulation product, which was named a 2025 finalist for The Home Depot Merchandising Innovation Award—an honor recognizing products that are transforming the home improvement industry. Additionally, we expect annual synergies from our recent acquisitions of MTL Holdings LLC ("MTL"), PFB Holdco, Inc ("PFB"), and selected assets of ThermaFoam Operating LLC, PowerFoam LLC, and ThermaFoam Real Estate LLC (collectively, "ThermaFoam") to exceed $34 million, while gaining traction in cross-selling opportunities through our comprehensive building envelope systems approach.
Previous report
During the quarter, we advanced our innovation agenda, earning market recognition and awards for several new product launches including our dual-tank Flexible Fast Adhesive, Blueskin VP Tech, and the Henry UltraTouch insulation product.
Previous report
As we enter the second half of 2025, we remain focused on executing our Vision 2030 strategic initiatives to bolster our market leadership and secure a premium position through the Carlisle Experience. We will continue to enhance efficiency via automation, emerging AI technologies, and the Carlisle Operating System; expedite growth-driven innovation initiatives; and leverage synergies from integrating our strategic acquisitions. Coupled with disciplined capital deployment, we are committed to achieving our Vision 2030 financial objectives, built on the strength of our imperative business model, reinforced by well-known re-roofing drivers with the advantages of being a market leader in North America.
Previous report
CCM’s revenue increased in the second quarter and the first six months of 2025, primarily due to higher sales in the non-residential construction end-market of $4.7 million and $20.7 million respectively, driven by the acquisition of MTL. CCM’s operating margin and adjusted EBITDA margin decreased in the second quarter and the first six months of 2025, primarily due to higher operating costs, investments in innovation and Carlisle Experience enhancements.
Previous report
Cash provided by operating activities of $288.9 million for the first six months of 2025 decreased by $58.0 million compared to the first six months of 2024, primarily due to lower income from continuing operations of $60.5 million and higher working capital uses of $30.7 million. Compared to 2024, working capital uses increased by $28.2 million for accounts receivable due to timing of sales and $32.6 million for accounts payable due to timing of expenses and payments. Working capital uses also increased by $20.4 million for other current liabilities paid in the first six months of 2025 related to accrued employee incentive compensation and taxes payable that were higher at December 31, 2024 compared to December 31, 2023. Working capital uses decreased $50.8 million due to lower inventory investments in the first six months of 2025 compared to the first six months of 2024.
Reworded paragraphs (10)
Previous wording
Revenues were flat in the second quarter and the first six months of 2025, primarily reflecting higher sales in our non-residential construction end-market of $6.7 million and $26.0 million, respectively, driven by recent acquisitions, offset by lower sales in our residential construction end-market of $4.2 million and $19.9 million, respectively, driven by lower new construction activity.
Current wording
Revenues increased in the first nine months of 2025, primarily reflecting higher sales in our non-residential construction end-market of $25.5 million, driven by recent acquisitions, partially offset by lower sales in our residential construction end-market of $12.1 million, primarily resulting from lower new construction activity.
Previous wording
Gross margin decreased in the second quarter and the first six months of 2025, primarily due to increased unit costs resulting from higher absorption of fixed costs on lower volumes.
Current wording
Gross margin decreased in the third quarter and the first nine months of 2025, primarily due to increased unit costs resulting from higher absorption of fixed costs on lower volumes.
Previous wording
Selling and administrative expenses increased in the second quarter and the first six months of 2025, primarily due to higher wage and benefit expenses of $2.3 million and $13.0 million, respectively, amortization expense of $4.1 million and $11.3 million, respectively, and other acquisition-related costs of $2.0 million and $7.3 million, respectively, all driven by the acquisitions of MTL, PFB, ThermaFoam, and Bonded Logic.
Current wording
Selling and administrative expenses increased in the first nine months of 2025, primarily due to the recent acquisitions of MTL Holdings LLC ("MTL"), PFB, ThermaFoam, and Bonded Logic, which added $12.9 million of wage and benefit expense, $13.3 million of amortization expense, and $5.0 million of acquisition-related costs. These increases were partially offset by lower wage and benefit expenses of $6.3 million at our legacy businesses driven by lower discretionary compensation.
Previous wording
Research and development expenses increased in the second quarter and the first six months of 2025, primarily due to higher new product development expenses. The increase in research and development expenses is consistent with a key pillar of Vision 2030 to drive innovation with a commitment to investing in the creation of new products and solutions that add value through advancements in sustainability and energy and labor efficiencies.
Current wording
Research and development expenses increased in the third quarter and the first nine months of 2025, primarily due to higher new product development expenses. The increase in research and development expenses is consistent with a key pillar of Vision 2030 to drive innovation with a commitment to investing in the creation of new products and solutions that add value through advancements in sustainability and energy and labor efficiencies.
Previous wording
Interest expense decreased in the second quarter and the first six months of 2025, primarily due to lower long-term debt balances associated with the redemption of $400.0 million of 3.50% notes in December 2024. Refer to Note 10 for further information on our long-term debt.
Current wording
Interest expense decreased in the first nine months of 2025, primarily due to lower long-term debt balances associated with the redemption of $400.0 million of 3.50% notes in December 2024, partially offset by the issuance of the 2035 Notes and 2040 Notes.
Previous wording
Interest income decreased during the second quarter and the first six months of 2025, primarily due to a lower invested cash balance and lower yields.
Current wording
Interest income decreased during the third quarter and the first nine months of 2025, primarily due to a lower invested cash balance and lower yields compared to 2024.
Previous wording
The provision for income taxes on continuing operations decreased during the second quarter and the first six months of 2025, primarily due to lower pre-tax income. The year-to-date provision for income taxes included taxes on earnings at an anticipated rate of 23.2% and a tax benefit of $12.6 million from discrete activity primarily related to excess tax benefits from stock compensation and reduced prior year tax liabilities.
Current wording
The provision for income taxes on continuing operations decreased during the third quarter and the first nine months of 2025, primarily due to lower pre-tax income. The year-to-date provision for income taxes included taxes on earnings at an anticipated rate of 23.1% and a tax benefit of $12.1 million from discrete activity primarily related to excess tax benefits from stock compensation and reduced prior year tax liabilities.
Previous wording
CWT’s revenue decrease in the second quarter and the first six months of 2025 primarily reflected lower sales in the residential construction end-market of $6.2 million and $20.8 million respectively. Lower sales volumes due to continued softness in new construction activity were partially offset by the acquisitions of PFB and ThermaFoam. CWT’s operating margin and adjusted EBITDA margin decrease in the second quarter and the first six months of 2025 was primarily due to increased unit costs resulting from higher absorption of fixed costs on lower volumes.
Current wording
CWT’s revenue increase in the third quarter of 2025 was primarily driven by the acquisitions of PFB, ThermaFoam, and Bonded Logic, which more than offset the impact of lower sales volumes due to continued market softness. CWT’s revenue decrease in the first nine months of 2025 was primarily the result of lower sales volumes due to continued softness in new construction activity, partially offset by the acquisitions of PFB, ThermaFoam, and Bonded Logic.
Previous wording
Cash used in investing activities of $165.9 million for the first six months of 2025 primarily reflected the purchases of ThermaFoam for $52.9 million and Bonded Logic for $57.7 million, and capital expenditures of $57.8 million. Cash provided by investing activities of $1,526.6 million for the first six months of 2024 primarily reflected proceeds from the sale of Carlisle Interconnect Technologies, net of cash disposed, of $1,995.3 million, partially offset by the purchase of MTL for $412.8 million, net of cash acquired, and capital expenditures of $57.4 million.
Current wording
Cash used in investing activities of $199.4 million for the first nine months of 2025 primarily reflected the purchases of ThermaFoam for $52.9 million and Bonded Logic for $57.7 million, and capital expenditures of $91.3 million. Cash provided by investing activities of $1,508.9 million for the first nine months of 2024 primarily reflected proceeds from the sale of Carlisle Interconnect Technologies, net of cash disposed, of $1,998.0 million, partially offset by the purchase of MTL for $414.3 million, net of cash acquired, and capital expenditures of $76.7 million.
Previous wording
Cash used in financing activities of $808.9 million in the first six months of 2025 primarily reflected share repurchases of $700.0 million and cash dividend payments of $88.3 million. Cash used in financing activities of $741.9 million in the first six months of 2024 primarily reflected share repurchases of $700.0 million and cash dividend payments of $81.7 million, partially offset by net proceeds of $43.7 million from the exercising of stock options.
Current wording
Cash used in financing activities of $165.4 million in the first nine months of 2025 primarily reflected share repurchases of $1,000.0 million and cash dividend payments of $135.3 million, offset by proceeds from the issuance of the 5.55% Notes due 2040 and 5.25% Notes due 2035 of $987.8 million. Cash used in financing activities of $1,242.9 million in the first nine months of 2024 primarily reflected share repurchases of $1,166.1 million and cash dividend payments of $127.4 million, partially offset by net proceeds of $55.4 million from the exercising of stock options.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
CWT’s operating margin and adjusted EBITDA margin decreased in the third quarter and the first nine months of 2025, primarily due to increased unit costs resulting from higher absorption of fixed costs on lower volumes.