David Roberts – Chairman, President and CEO Steven Ford – VP and CFO.

Ivan Marcuse – KeyBanc Capital Markets Joel Tiss – BMO Capital Markets Kevin Hocevar – Northcoast Research Ajay Kejriwal – FBR Capital Markets Neil Frohnapple – Longbow Research Glenn Wortman – Sidoti & Company Matthew McConnell – Citigroup.

Ladies and gentlemen, thank you for standing by and welcome to the Carlisle Companies Inc. First Quarter Earnings Conference Call. All lines have been placed in the listen-only mode. It is now my pleasure to turn the conference over to Mr. David Roberts, Chairman President and CEO of Carlisle Companies. Please go ahead sir..

Thanks you, Maria. Good morning, and welcome to Carlisle's First Quarter 2014 Conference Call.

On the phone with me is our CFO Steven Ford; our Chief Accounting Officer Kevin Zdimal; our Treasurer Julie Chandler; our Group President of Construction Materials John Altmeyer; our Group President of Interconnect Technologies John Berlin; and our Group President of Diversified Products, which includes Brake & Friction and FoodService, Chris Koch.

Before I begin reviewing the first quarter’s financial details, let me get you up-to-date on some key developments impacting the quarter. We had a good quarter especially considering the impact of weather in January and February. Construction materials had a very slow start to the year due to severe weather, but recovered nicely in March.

Pricing was under pressure as available jobs were being priced very competitively which had a negative impact on earnings. Not helping earnings was the polyiso capacity we added which created an absorption issue in the first quarter as well. That would have been concerning news to me had we not had strong March.

March nearly saved the quarter as sales and profits were both up double-digit. We believe this is reflective of the strength of the market in reroofing and non-res construction. We remain optimistic that 2014 can be a record year for construction materials, but the sales trends continue as we see them today.

Interconnect Technologies had an excellent first quarter as we generated our highest level of earnings in the history of the segment. We recorded EBIT margins of 20.3% with earnings of nearly $31 million.

There were a couple of favorable income items that helped us achieve these margins but these were minor compared to the operational earnings that we generated. We are starting to see the light at the end of the tunnel for CBS. Our incoming order rate has increased on a year-over-year basis for the seventh consecutive month.

We are starting to see this in our monthly revenues as sales grew approximately 1% in the first quarter. We still have a long way to go but the major declines we witnessed over the last 18 months which was cited. Each of our customer categories has shown strength with the exception of mining.

FoodService continues to make good progress improving profitability as EBIT margins were up 310 basis points to 11.9%.

We did see quarterly sales decline in food service products due to weather, but saw strength in healthcare as we completed the sale of retherm equipment to four VA hospitals and our Jan/San category also grew nicely for us in the quarter.

Sequentially, total company working capital increased 100 basis points as we built inventory for our heavy selling seasons which are the second and third quarters. On a quarter-to-quarter comparison basis, working capital was reduced from 20.9% in 2013 to 19.7% this year.

Our capital spending projection remains at a $119 million for the year with our two largest projects being the construction of CIT Nogales plant and CCM’s Carlisle TPO plant. Construction in Nogales is expected to begin within a month as this facility must be producing products by early 2015.

Let’s now turn to the slide presentation that’s available on our website. Before we begin the review of our first quarter financial performance, please turn to Slide 2 and review our forward-looking statements and the use of non-GAAP financial measures.

I strongly urge you to read these statements and review the documents that we have filed with the SEC. Both detail the risks associated with investing in Carlisle. As we begin our detailed review, please be reminded that our 2013 results exclude the Transportation Product segment which was sold on December 31.

Last year’s results have been restated for comparison purposes. Turning to Slide 3, you will find the financial summary of the Company’s performance in the first quarter. Sales increased 3.3% to $650.4 million as we enjoyed growth in every segment despite negative impact of sales due to weather in Construction Materials and FoodService.

This is the first quarter in seven quarters that we’ve experienced volume growth in each of our businesses. EBIT increased approximately 14% as we earned $63 million yielding an operating margin of 9.7%. Margins were up on a year-over-year comparison basis by 90 basis points helped by record results of CIT.

We did see pricing negatively impacting margin at CCM and CBS. EPS from continuing operations was $0.56 per share compared to $0.68 per share in 2013. As a reminder, the first quarter of 2013 had a $13 million tax benefit which equated to $0.20 per share. In the first quarter we generated $27 million of free cash flow, up 143% from 2013.

We ended the quarter with $780 million of cash on hand. Slide 4 is our sales bridge. This slide details the positive negative impacts on our revenue. Organic sales growth was 3% with volume being up 4.5% and pricing down 1.5%. The 1.5% of negative pricing was driven by pricing pressure at CCM and CBS.

FX had a very small 0.3% positive impact on sales in the quarter. Organically, CCM grew 2%, CIT grew 7%, CFS grew 3% while CBS was up in volume that was virtually flat from a sales dollar perspective. Slide 5 details our margin bridge. Our quarterly operating earnings increased $7.6 million or 14%.

Price net of raw material changes, negatively impacted profitability by 0.2%. Volume positively impacted by 0.8%, COS had a 1% positive impact and other, primarily mix and unabsorbed overheads negatively impacted margin by 0.7%. We finished the quarter with operating margins of 9.7% up 90 basis points.

Slide 7 begins a review of the individual business segments starting with Construction Materials. Sales for the quarter were $347 million, compared to $340 million, an increase of 2%. Pricing was lower by 2% as work was difficult to come by in January and February creating a very competitive environment. Volume was up 4% led by TPO products.

European growth in the quarter was an outstanding 63% excluding FX. Sales growth in Europe was across all the northern European regions where EPDM is predominantly used. EBIT for the quarter was down 11% to $32 million compared to $36 million in 2013. Margin was lower by 130 basis points on lower selling prices driven by inclement weather.

Weather also had an impact on overhead absorption as the volume didn’t materialize in the first quarter at our new polyiso plant. The good news is we saw a recovery in March which helps salvage the quarter. Sales in March were up 21% and earnings were up 19% as the weather broke and our customers were back on roofs.

There were some pricing challenges in March which could carry into April as these jobs recorded during a very competitive time. We also have $1.8 million of new plant startup cost that hit the income statement during the quarter marginally up over 2013.

The startup expenses were the cost of scrap and inefficiencies as our Greenville Illinois PVC plant came online. We expect to incur approximately $2.2 million of additional startup costs to be spread throughout the balance of the year as we bring the Greenville PVC plant up to its planned operating level and as we start the Carlisle TPO plant.

Slide 9 details CIT’s performance in the fourth quarter. Interconnect Technologies grew 6.9% driven mainly by our Aerospace business. A $151 million in sales is a record for this segment. Aerospace is up 12% driven by a monthly build rate of ten 787.

We also saw heavy demand for In-Flight Entertainment and Connectivity during the quarter and we continue to see nice ramp up of our Medical business. Our Military, Industrial and Test and Measurement categories were all down this quarter.

Test and Measurement should be a third quarter growth business as our customers prepare to rollout new consumer products ahead of the Christmas season. EBIT growth for the quarter was 67% as we earned $31 million compared to $18 million last year. EBIT margin was up 730 basis points to 20.3%.

Both our EBIT dollars and our EBIT percent were quarterly records. All signs point to record sales, record earnings and record working capital performance in 2014 in CIT. Slide 11 details the performance of our Breaking business. We saw a small recovery in sales in the quarter as we grew to $92 million up 1.5% driven primarily by FX.

Volume was up 2% offset by lower selling prices. In the predominant sales categories, Ag was up 17%, again driven by sales in Europe this quarter while Mining was down 20%. This is the first quarter since the second quarter of 2012 that we’ve seen sales growth.

Obviously the comparisons were easier, but we have now seen five months of improving backlogs. EBIT was down 16% in the quarter as a result of lower selling prices. EBIT margin for the quarter was 10% compared to 12.1% last year. 10% margins look like a predictable run rate for the year if the order rate continues at its continued level.

We incurred $200,000 in restructuring charges in the quarter as we continue to phase down the Akron plant. Akron is forecasted to be closed by mid-summer and the total forecast of shutdown costs incurred this year would be $2 million, of which $1.5 million will occur in the second quarter.

Slide 13 details the results of our FoodService business where the management team continues to make strides in improving profitability. Sales were up 3%, driven by strong growth in healthcare and Jan/San products. FoodService products were up 8% as severe weather negatively impacted the business.

EBIT in the quarter was up 39% from $5 million in 2013 to $7 million in 2014. EBIT margins improved 310 basis points reaching 11.9%. The vast majority of this improvement came from operating efficiencies as our equipment downtime was reduced 40% and our scrap rate was reduced 30%. This concludes my review of the business segments.

Steve will now review our balance sheet, cash flow and working capital slides.

Steve?.

Thanks, Dave. Good morning. Please turn to Slide 14 of the presentation. As Dave stated, we ended the quarter with $780 million of cash on hand, which includes approximately $370 million of cash from our sale of our Transportation Products business on December 31. We also had all $600 million of availability under our credit facility.

Our balance sheet remains extremely strong as we continue to have no debt following the CTP sale. We are very well positioned for future growth. Turning to Slide 15, our free cash flow from operations for the quarter was $27.2 million as compared to $11.2 million for the first quarter 2013, a 143% increase.

The increase was primarily attributable to lower usage for working capital needs. Turning to Slide 16, our average working capital as a percentage of sales for the first quarter of 2014 was 19.7%, a 120 basis point improvement from the 20.9% reported for the first quarter 2013.

We improved inventory turns, 6.3 turns compared to 5.8 turns and continued to make progress toward achieving our long-term goal of 15% of sales. And with those remarks, I will turn the call back over to Dave..

Thanks, Steve.

Maria, would you open the floor for questions please?.

Certainly (Operator Instructions) Our first question comes from the line of Ivan M. Marcuse of KeyBanc Capital Markets..

Hi, thanks for taking my questions. Great quarter..

Thank you, Ivan..

Real quick and how big is, I guess the number in Europe jumped out at me.

How big is your European business now? And was there a step change or to get that 63% increase in sales, or was it more of a benefit of easy comps?.

Yes, it was easy comps primarily because of the weather last year in Europe. If you recall, we were actually down slightly last year. But we had conversely to what we had in the U.S., we actually had a very mild first quarter and consequently we grew at 63%. Do you have the number Steve in what were up? Ivan, let us get that number and we’ll….

Yes, I get that, in Europe we’re up about 60 some odd percent. Europe represents little over 10% of the segment’s total revenues..

Okay, great. And – so you talked about that roofing or the roofing that you are doing over there is gaining share is that growing faster than you would have expected or is there something that’s changing like the….

I wouldn’t draw any conclusions to the first quarter just because of the last year’s first quarter was thought, but yes, we are gaining momentum there. It’s still less than 5% of the total market..

Great, and then if you look at the roofing business TPO, TPO was up while EPDM is down, but the weather, I mean, it impacted pretty much the entire U.S. So would you think it’s driving the TPO growth is that just taking marketing share out of asphalt or are you sort of….

It has, yes, it’s actually taking, it’s both Ivan. TPO is taking share primarily from asphalt but a little bit from EPDM. If you really look at the severe weather, the wet weather it was in the Northeast and the Midwest, which is a predominantly EPDM market..

Right, and then, has April trends continued with March?.

We don’t give guidance, but yes, they were okay..

And then, last question, I’ll jump back in the queue, how much – are you still – you are talking about being pressured with benzene costs in your installation last quarter, has that subsided a little bit or is that something that will hit the second quarter and are you able to get price increase to pass that through?.

We think that that raw material cost at this point will be neutral. We are still trying to catch up from the first quarter though. Obviously we didn’t get any price in the first quarter primarily because it wasn’t a lot of business being sold.

We had another price increase that went in April 1 and we are anxious to see how since that’s what we are in capturing that price increase..

So you are seeing materials go up a little bit, but you think you are going to be able to get price to neutralize that?.

Yes..

Got it. Thank you..

You are welcome. .

Our next question comes from the line of Joel Tiss of BMO..

Hey, guys.

How are you doing?.

All right, Joel..

As long as we are doing CCM continue, just talk a little bit about the pricing trends in Europe, what you are seeing there?.

Yes, pricing in Europe is relatively stable there, no raw material cost increases that we are seeing flowing through. It really wasn’t driven by pricing, it was all demand..

Okay, now it just seems like pricing was under pressure in North America from the extra capacity and maybe some other factors. So, I just wanted to get the whole picture..

Okay, Joe, if you think about the European market, again it’s an EPDM market, but we saw pricing pressure was primarily in our polyiso markets and our TPO markets..

Okay.

And then, can we just take a little bit into Ag? When the breaks go on to the machines is that, is that’s stuff that was already ordered in late 2013 that’s shipping now or is it closer?.

Yes..

To when the orders are, can you just help us understand what’s flowing?.

Generally, yes, generally, Joel, the lead times was six weeks to eight weeks on the breaking package on any piece of equipment. So, yes, those orders were in with last year that went on in the first quarter..

And is there any color you can give us for how that market looks for the rest of 2014?.

But we don’t think it’s going to grow at 17%. We think it will be up, it will be up, but it’s not going to be up 17% I guess, is the best way to say it. We see strength in Europe and part of that strength has come from gaining additional content and new customers. It’s not primarily driven by only by the customers that we had.

So we went on and captured some new business that allows us to grow, whereas the U.S. we find as relatively flat to up slightly..

Okay, thank you very much..

You are welcome..

Our next question comes from the line of Kevin Hocevar of Northcoast Research.

Hey, good morning everybody. Congrats on a nice quarter..

Hey Kevin..

I wanted to ask on CIT, margins clearly were great at 20%. Just wondering you just talked on that’s definitely a step-up from what we’ve seen the last several years.

So, how sustainable are those margins, were that should be around at 20%?.

Yes, I think it will be a push at 20%. We had a couple of things that helped us obviously. We had last year the acquisition settlement, we had a few other things that flowed through. But these are true margins, they are probably going to be in the high teens, I would think would be a better way to model the business.

Keep in mind we are still waiting for some conversation on pricing with one of our larger customers..

Okay, got you.

And then, back to Europe and CCM, I guess, I am just curious how are you able to handle that 63 or so percent increase and if that was all volumes? Could you – did you have that amount of capacity available to manufacture and if that market is that strong, would you look to build another plant there in the not too distant future?.

Yes, Kevin, keep in mind, the first quarter is always our lowest quarter, so we have what the CCM guys call sprint capacity. So we get in the second and third quarters which are the building season. We have capacity to handle that amount of volume that goes through. So handling 63% increase in the first quarter is not as difficult as it may seem.

We aren’t in a position at this point that we are going to be building any additional plants. We’ve turned the COS guys lose on Europe and they’ve done a very nice job in improving our efficiencies there. We don’t see needing to add factory in Europe certainly over the next couple of years anyway..

Okay and just final question on your backlogs in brake and switching.

It sounds like, are the backlogs not only improving year-over-year, but are they kind of – is that growth accelerating? And should we expect the year-over-year sales growth as the year plays out to grow, kind of from the – or I guess, it was flattish organically if you strip out FX, but should we expect that organic growth to accelerate as the year progresses?.

Yes, I think you’ll see a small amount of growth. There won’t be a tremendous amount of growth there. What we are seeing is an incoming order rate line that is trending upwards, but it’s certainly not a hockey stick. It’s trending, would you call it slowly, yes, but it is trending upwards..

Okay, great. Thank you very much..

You are welcome..

Our next question comes from the line of Ajay Kejriwal of FBR Capital Markets..

Thank you. Good morning..

Good morning, Ajay..

So, obviously very impressive performance in CIT, in the margin front, and of course top-line as well.

And maybe drill into the margin performance a little bit, I know you called out a couple things, favorable settlement, $0.9 million, was there anything else that helped, I am basically trying to get a sense of what the underlying margins was this quarter and…?.

It’s all operational improvements in the business, Ajay. If the volume picked up and we’ve been saying for a couple of years that we really staffed and built the operations for one at the current level of the 787 build rates.

And finally, what we are doing is seeing that build rate that help us to absorb some of the overhead that we had and plus the fact as I said about the CCM plant, COS people have done an excellent job in improving the efficiency in all of our factories. So, it’s really operational improvements.

There are a couple of minor adjustments, but it’s primarily operational improvements..

That’s terrific to hear.

Maybe, update on the discussions you’re having but, your largest customer, what’s the timeline? I know it’s been going on for a while, what are your expectations on timeline and the eventual outcome?.

Yes, I mean, I can’t answer that honestly. We are – I just can’t answer it. We know that we are in continuous conversations, but I am not quite sure where it’s going to land. I just really can’t answer that question at this point..

Totally on your stand, maybe one last one from me and pass it on.

Talked on the M&A pipeline, obviously, balance sheet really, really strong, lots of cash, good problem to have, but what are you seeing in terms of deals and any thoughts on how we should be thinking about your use of capital through the course of the year?.

Yes, I think that the pipeline has a couple of good opportunities in it that we are considering. I don’t think you will see anything in the second quarter but we are hopeful of the third quarter, perhaps something will materialize. But there are a couple of good things out there that we are looking at today..

Any thoughts on size-wise, any color you can provide?.

No, at this point, I’d rather not..

Okay, that’s fine. Good quarter. Thank you..

Thanks..

Our next question comes from the line Neil Frohnapple of Longbow..

Hi, guys. Good morning and congrats on a nice quarter..

Thanks, Neil..

Steve, very strong Brake and Friction performance in Q1 with 10% operating margin, but in your prepared remarks you had mentioned that 10% is a predictable rate for the year. I thought, maybe the first quarter would be the floor, maybe there to be some upside to your 10%, kind of target for the business.

Is there something we are missing you just guys are just being conservative at this point, just to see how the year plays out or if you could provide more color?.

Yes, I think that, we are probably conservative. We are attempting to really determine what the order rate will look like as we get further into the year. We are not ready to predict that it’s going to improve dramatically. So as long as we are at the current run rate, I think we should be right around 10%.

If the run rate starts to pick up, then we should have margin improvement..

Great, and then just a follow-up within Brake and Friction, a solid 15% sequential sales increase and I was wondered if Mining sales also grew sequentially despite the year-over-year decline and just any signs of why it’s within Mining that you can point to that, that gives you confidence to where is it behind in this business?.

Now, sequentially, it has not grown. We were down, I am trying to know what the number was, I think 18% last quarter, down 20%. It’s really relatively flat. There is nothing going on Mining. Mining basically is replacement today. Everything is – there is nobody building the trust basically..

Got it. All right, thanks. I’ll hop back in queue..

Okay..

Our next question comes from the line of Glenn Wortman of Sidoti & Company..

Hey, good morning guys..

Good morning..

In March sales, in Construction Materials, you said were up 21%.

Do you think that’s indicative of the underlying stretch in the market, or do you there is maybe a little bit of catch-up from the weather issue had solved?.

Yes, I am sure, John is cringing, thinking that we are going to predict 21% growth every month going forward. Now, there was some pent-up demand from January and February and that Glenn, it will probably grow at high single-digits. Maybe we get into the construction season we might touch 10% but I don’t think it’s going to grow much more than that.

But we’ve been saying all along it would be up mid or high single-digits and I think that’s build by the number that we are going to be looking at for the year..

Okay, and then just on pricing, what has been today as pricing started to improve relative to where you were earlier the year?.

Yes, I just can’t say that. We don’t know yet, it’s still April. The price increases went into effect in April.

Keep in mind we have some hangover, some jobs that we priced based on first quarter pricing that are going in, I think there will be a little bit of a hangover negative pricing through the second quarter and then we’ll start to see some positive pricing in the third quarter..

Okay. All right, thanks for taking my questions..

You are welcome..

Our next question comes from the line of Matt McConnell of Citi..

Thank you. Good morning. .

Hey, good morning Matt. .

Were there any buybacks in the quarter? And do you still feel like, you could maybe do, I think, last quarter you said $100 million to $150 million, but that was one there was not much in the pipeline, given that there is now a little bit of an M&A pipeline.

Would you still expect to do some buybacks this year?.

Matt, it really depends upon what happens with these acquisitions that we are looking at. We really have placed ourselves in a blackout period based on what we know is in the pipeline, we have not made any share repurchases.

If these don’t materialize, we will go into our systematic share repurchase program, but we are – I think we are in a period where we need to basically not buy any shares..

Okay, got it. Thank you.

And on the CIT margin, does that benefit in any way from a mix shift with arrow being a lot stronger than the other categories or is there any material margins?.

IFCE – IFEC certainly has a little bit better margins on it. There is really nothing in there that would suggest that there was a mix change that causes the margins to be up dramatically. It’s really volume..

Okay, and then related to some of the pricing discussions you have in that business.

Have you had any opportunities to pursue additional content? I know that was kind of a big shift that that large customer was putting out?.

We just said we just not had those conversations yet..

Okay..

So, no, not at this point..

Okay, great. Thanks very much..

You are welcome..

(Operator Instructions) Our next question comes from (Inaudible)..

Greg..

Gregory, your line is open. Make sure you are not on mute..

Maybe we should go to the next question and then try to get back to Greg..

Our next question comes from Ivan M. Marcuse of KeyBanc Capital Markets..

Thanks, my question was answered. Appreciate it..

Okay, Ivan..

(Operator Instructions) I am showing no further questions at this time..

Okay, great. As our conference call draws to a close, let’s turn to Slide 18. It’s the momentum we are seeing in each of our businesses continues. We will likely have another record year in sales and earnings in 2014.

We expect our sales for 2014 to grow high single – or single-digits and anticipating leverage but the revenue growth in both EBIT dollars and EBIT margins.

For modeling purposes, we expect corporate expenses to be approximately $49 million, D&A to be about $106 million, capital expenditures to be around $119 million, interest expense to be approximately $33 million and our internal forecast has been built using a tax rate of 33%.

Our free cash conversion rate is expected to be approximately 100% for the full year. We expect to put the $780 million of cash currently sitting on our balance sheet, plus the cash we generate this year, to work and make acquisitions.

The pipeline has a few attractive opportunities as I mentioned earlier and we are hopeful that one or two of these will materialize over the next few quarters. If they do not, we expect to begin our planned systematic repurchase of our stock. As a reminder, the Board has approved a purchase of up to 3 million shares.

Let me now thank you all for attending our first quarter conference call. I look forward to reviewing our second quarter results with you in July. Maria, you may now end the call..

Thank you. This concludes today's conference first quarter 2014 earnings conference call. You may now disconnect and have a wonderful day..