David Roberts - Chairman and CEO Christ Koch - Chief Operating Officer Steven Ford - Chief Financial Officer Kevin Zdimal - Chief Accounting Officer Julie Chandler - Treasurer.

Ivan Marcuse - KeyBanc Capital Tim Wojs - R.W. Baird Pat Kelly - Northcoast Research Ajay Kejriwal - FBR Capital Market Glenn Wortman - Sidoti Neil Frohnapple - Longbow Research Matt McConnell - Citigroup.

Ladies and gentlemen, thank you for standing by. And welcome to the Carlisle Companies Second Quarter Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. (Operator Instructions) Thank you. I will now turn the conference over to Mr.

David Roberts, Chairman and CEO of the Carlisle Group. Please go ahead, sir..

Thank you, Christie. Good morning. And welcome to Carlisle's second quarter 2014 conference call. On the phone with me is our COO, Christ Koch; our CFO, Steven Ford; our Chief Accounting Officer, Kevin Zdimal; and our Treasurer, Julie Chandler.

Before I begin reviewing the second quarter financial details, let me update you on some of the key achievements that we incurred in the quarter. Our sales recovered nicely in the second quarter from the inclement weather plagued first quarter. We enjoyed solid revenue growth in all of our businesses.

Our sales were exceptionally strong at Construction Materials and Interconnect Technologies, our two largest businesses. With an increase in volume came margins of 14.2% and a record $122.3 million of earnings in the quarter. Sequentially, total company working capital decreased by 170 basis points to a new record low.

On a quarter-to-quarter basis working capital was reduced from 19.7% to 18%. We continue to pursue acquisitions to put the $574 million available cash to work for us. We did not buy any shares this quarter as we were in pursuit of a few acquisitions, because we are pursuing defined acquisitions, we are not repurchasing shares.

We are hopeful of adding a business or two by the end of the year. Our two largest 2014 capital projects are the construction of the CIT Nogales plant and the CCM Carlisle TPO plant, both of which are moving along nicely. Both plants are on schedule and will be in production early in 2015.

Let’s now turn to the slide presentation that is available on our website. Before you begin to review -- before we begin to review our second quarter financial performance, please turn to slide two and review our forward-looking statements and the explanation of the use of non-GAAP financial measures.

I strongly urge you to read these statements and review the documents we have filed with the SEC. Both detail the risks associated in investing in Carlisle. As we begin our review of our performance in the second quarter, turn to slide three, where we will find the financial summary of the company’s second quarter performance.

Sales increased 8.4%, with all of our business is showing growth in the quarter. This is the second consecutive quarter over the past eight quarters that we have experienced volume growth in each business.

The fastest growing business was CIT with organic growth of 11%, following very closely is our Construction Materials business where sales grew 9%, at Brake and Friction sales were up 4% and at FoodService sales grew 2%. EBIT increased approximately 12% as we earned $122.3 million, yielding an operating margin of 14.2%.

Margins were up year-over-year 40 basis points, again aided by record results in CIT. We did see pricing and increase product cost negatively impacting margin at CCM and pricing negatively impacting margin at CBF. EPS from continuing operations were the $1.15 per share, compared to $0.99 in 2013.

In the second quarter cash flow was neutral, but down compared to 2013. Year-to-year cash flow is in a direct apples-to-apples comparison because in the second quarter of 2013 we still own the Transportation Product business, which traditionally generated the vast majority of its cash in the first half of the year.

Our experience in the first half of 2014 should be a proxy for the future. In the future it’s very likely we will use cash in the first half of the year and then generate very strong cash flow in the second half. We ended the quarter with $757 million of cash on hand and we expect to add approximately $250 million of cash by year end.

Slide four is a sales bridge which details the positive and negative impacts on revenue. Organic sales growth was 8% driven by volume growth of 9.4%, which was offset by 1.4% of negative pricing at CCM and CBF. FX had a small 0.4% positive impact on sales and organically CCM grew 9%, CIT grew 11%, CBF grew 2% and FoodService grew 2%.

Slide five details our EBIT margin bridge, our quarterly operating margins increased by 40 basis points on higher volume in COS cost savings, while being offset by higher cost for freight and plant start-up costs at CCM along with unfavorable pricing at CCM and CBF.

Our operating earnings grew 12% or $13 million, price net of raw material changes negatively impact profitability by 0.3%, volume positively impacted margin by 0.9% and COS had a 1.1% positive impact and other, primarily increased product costs at CCM negatively impact margin 1.3%.

We finished the quarter with operating margins at 14.2%, as I said earlier. Slide seven begins our review of the business segments starting with Construction Materials. Sales for the quarter were robust at $536 million, compared to $491 million in 2013, a 9 %increase.

Pricing was lower by 2% as the market had resolve and was not accepting of price increases. Volume was up 11%, led by TPO up 15%, polyiso up 13% and EPDM up 7%, where much of this product is going into re-roofing application, which speaks very highly of the strength in the re-roofing market. European growth in the quarter was up 7% excluding FX.

EBIT for the quarter was up 4% to $81 million, compared to $78 million in 2013. Margins were lower 80 basis points due to lower selling prices and higher product costs including freight.

With the addition of the Seattle plant and the second polyiso line in Montgomery, New York, we now have capacity to handle future demand of the insulation market, but it may take 18 to 24 months to consume the capacity that we have added.

Margin was also impacted by $1.8 million in start-up costs at the Greenville plant, which began producing PVC membrane in the second quarter.

We expect to incur approximately $2.5 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 up the Carlisle TPO plant. Higher freight costs is expected to be a headwind for the remainder of the years as well.

Slide 9 details CIT’s performance in the second quarter. Interconnect Technologies grew 11% driven by very healthy growth in Aerospace, Test and Measurement and a welcome increase in Military. Industrial continued its negative trend down 4%. The second quarter was a record sales quarter for CIT as we generated $162 million in sales.

Aerospace was up 13% driven by a monthly build rate of ten 787. As in the first quarter, we saw heavy demand for In-Flight Entertainment in the second quarter. Test and Measurement was also strong, growing 31% as a major telecommunications customer ramped up production of a new product.

EBIT growth for the quarter was 53% as we earned $34 million compared to $22 million last year. EBIT margin was up 570 basis points to 21% as we enjoyed exceptional leverage on our revenue growth. This is the second quarter in a row that we’ve set sales, dollars, EBIT dollars and EBIT percentage quarterly records. We're on record pace for the year.

Slide 11 details the performance of our braking business. Sales grew 4% in the quarter, aided by FX that was a direct offset to lower selling price. Volume was up 4%. In the product categories, construction was up 11%, ag was up 2% while mining was down 2%. We started to see a slowdown in ag across the globe.

We anticipate the ag market will be flat for the remainder of the year. This past quarter was the second quarter in a row over the past eight quarters that we’ve seen sales growth. June was our 10th consecutive month of improving backlogs. EBIT was down 13% in the quarter due to lower selling prices.

EBIT margin for the quarter was 11.1% compared to 13.2% last year. We earned $11 million in EBIT this year compared to $12 million in 2013 and we continue to expect to generate margins in the 10% range for the remainder of the year.

But one thing that could impact the outlook is a dramatic shift in our sales run rate either up or down, either would have impact on margin. We incurred $400,000 in restructuring charges in the quarter as we continue to phase down the Akron plant. The estimated closing date for Akron is now December rather than late summer.

Our cost to relocate the plant will not escalate, but our estimated savings attributed to the closure of Akron will be delayed until next year. We will spend approximately $1.4 million to complete the closure of Akron in the second half of this year. Slide 13 details the results of our FoodService business.

Profitability improved 15% on a 2% increase in sales. Some of that improvement came from the gain on the sale of our distribution center in Europe that was shuttered last year. Sales were again driven by strong 13% growth in healthcare, a modest growth of 3% in Jan/San and Foodservice was up 3% due to soft international demand.

EBIT in the quarter was up 15% from $7 million in 2013 to $8 million this year. EBIT margins improved 150 basis points reaching 13.1 %. Margin improvement came from operating efficiencies, scrap rate reduction and the sale of our European facilities that I just mentioned. This concludes my business segments review.

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. We ended the quarter with $757 million of cash on hand, which includes approximately $380 million of cash from our sale of our Transportation Products business on December 31. We also have all $600 million of availability under our credit facility.

Our balance sheet remains extremely strong as we continue to have no net debt following the CTP sale. We are very well positioned for future growth. And as Dave noted continue to pursue a few select acquisitions. Turning to Slide 15.

Our free cash flow from operations for the six months ended June 30 was $6.5 million as receivables increased, reflecting the strong organic growth sales at CCM and CIT. Last year, our free cash flow for the first six months was $70 million.

As Dave noted, the year-over-year decline was primarily attributable to the sale of CTP where cash generation was concentrated in the first half of the year due to the seasonal nature of the business as well as higher CapEx this year. For the full year, we continue to expect to convert our free cash flow at close to 100%. Turning to Slide 16.

Our average working capital as a percentage of sales for second quarter 2014 was a record low 18%, a 150-basis point improvement from the 19.5% reported for the second quarter 2013. We further improved inventory turns.

Currently, we’re at 7 turns compared to 6.4 last year and continue 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..

Thank you, Steve. Christie, you can open the floor to questions please..

(Operator Instructions) Your first question comes from the line of Ivan Marcuse with KeyBanc Capital..

Thanks for taking my questions. Real quick on the construction business, roofing business, your pricing is down but your volumes have been pretty strong. Would you expect and if you’ve had some price increases announced.

So do you expect pricing to start reversing, going to the second half or how do you sort of see that dynamic playing out and what product is the pricing most pressured?.

Yeah. It’s in the polyiso insulation sourcing most of the pressure. We have seen some strengthening as we ended the second quarter and we think we might see some resiliency I guess in the price increase in the third quarter. So we would expect to see some improvement in that situation as we go forward..

Will it be -- will it continue to be sort of, I guess, pressure with the amount of capacity that you’re bringing on for the next, let’s say, 18 to 24 months to fill up?.

Yeah. I don't think it’s going to take it that long. I think that you know there was capacity added not only by us but by one of our competitors. And I think if you look at that volume being up 13%, I think, that capacity will very quickly get consumed. I think there will be more pricing discipline as we go forward..

Got you. And then on the -- and then again in the roofing business, I know in the past, you’ve been able to serve breakout throughout the new construction versus the replacement on product mobile. How much was new construction up and have you continued to see some momentum build in that product line..

Yeah. New construction was up 15%. And we just enjoyed a very strong reroofing market. Most of that EPM is going to reproofing. It frankly is just a very strong market out there in both..

Great. And then my last question is, in your interconnect technology, I know there has been some supply -- some negotiating with suppliers.

Is that over with? Is that included in numbers or is that not happened yet?.

Yeah, it’s still ongoing..

Got it. Okay, great. Thanks..

You’re welcome..

Your next question comes from the line of Tim Wojs with R.W. Baird..

Hey guys, I guess just in CCM again, looking at the margins, I think year-to-date margins have been -- have been down in CCM., And I’m just curious if volume alone could drive CCM margins to be up in the second half of the year?.

I mean, it could -- I think that what you’ll see is volume. Third quarter is always a big quarter for us. So I think we'll see the typical seasonality that we see in the business in the third quarter. I think you’ll get a bit of margin improvement. It is not just pricing. We had startup costs associated with the PVC plant that also impacted margin.

So we would expect those cost to continue to decline as we become more experience running PVC. I also expect some prices as I said earlier resiliency I guess in the marketplace in the third quarter. So I think we could see some margin improvement in the third quarter because of both..

Okay. That’s helpful. Thanks. And then is it possible to talk about maybe volumes by months. How did you guys -- I know April weather was a little still impactful in some areas of the country.

And I guess, is it possible just to look at April, May and June in terms of either volumes or revenue growth in CCM?.

It is. I don't know if it's meaningful at all. You’re getting into the full roofing season. As you get into the June timeframe because we've got schools reproofing, a lot of other things that are very seasonal. I don't know if you can tell much by that..

Okay..

But we had a steady ramp up in volume as we normally do through April, May and June..

Okay. Okay. That's helpful.

And then I guess just on the higher shipping costs that you guys called out, is that due to just some expedited demand or it just really tight capacity in trucking?.

Yeah, it’s really tight capacity in trucking. What we ship, first of all lot of flat, so they are in high demand and there's fewer of them plus the fact that some of the materials we ship are adhesives and so on are considered hazardous material. So it takes a different level of trucker to do that as well.

So it’s just a situation where I think the type of trucks that we’re looking for, we’re seeing a shortage in availability. In the rest of our businesses, we aren’t seeing it. So we’re shipping primarily vans there, different type of product and we don’t see it as much as we do in construction materials..

Okay. Great. Thanks a lot..

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

Hey, guys, this is Pat Kelly filling in for Kevin, how are you guys doing today?.

Good.

How are you, Pat?.

Good, thanks. I had a question on CIT, and just curious what your outlook was for the balance of the year for our sales. It seems like growth accelerated nicely during the quarter.

So, is double-digit sales growth realistic for the back half?.

I think it’s going to be somewhere in the area of 9% to 11% or so. Keep in mind that we started the ramp at the end of last year. We’re running -- the big aircraft for us obviously is the 787 and they have ramped up in 10 a month now. And there is no projected increase from that until next year. So we will be running at 10 a month in the 78s.

It’s just strong demand across all aerospace. I think test and measurement will be again small component, but will be up probably in the third quarter, it will start to tail in the fourth quarter as this customer of ours ramps up and introduce its new products. I would think 9% to 11% would be probable..

Okay, great. And I have one more question pertaining to CBF. In the press release, you mentioned an expectation for year-over-year sales growth in CBF for the balance of the year, mainly based on your growing backlog.

So just wondering what the magnitude was there, could it be -- could it possibly be double-digit growth? And then as a follow-up, what type of incremental margins are appropriate for that business?.

Yes, I think incrementals are probably in the 35% range. It won’t be double-digit growth. We’re starting to see a slowing in ag, which has been very strong for us all along. I would expect growth would be very similar to what we thought this quarter, maybe up slightly from that, but nothing near double digit..

Good. Thanks for taking my questions..

You are welcome..

Your next question comes from Ajay Kejriwal with FBR Capital Market..

Thank you. Good morning..

Good morning..

So Dave, is it possible to quantify the impact from freight in the quarter? And then it sounds like you expect freight to be a headwind in the second half, I don’t things move around there, but what’s kind of your expectation on freight in the second half?.

Yes, Ajay, in the second quarter, freight was somewhere between $1.5 million and $2 million additional that we paid. I would expect that it to be similar in the second half of the year. We don’t see anybody having success I guess in adding drivers and adding equipment to their fleet.

So I think it will still be tied as we go certainly in the third quarter and it will start to tail off in the fourth quarter again as we volume drops..

Got it.

And then the Akron plant, you mentioned savings into ’15, could you please remind us what the savings you’re looking for?.

Yes, it was only about $600,000. It wasn’t a dramatic savings from the closure of Akron..

Good.

And then color on the pipeline and on acquisitions in terms of the types of deal you’re looking at or maybe the size of what’s in the funnel?.

Let me just give you the names or....

Exactly, that will be all..

No, we’re continuing to pursue. Our main focus is in (indiscernible) in the wire and cable business. We’d like to make an acquisition or two there this year. And then we continue to look for something that would be a replacement for the tire and wheel business, in other words another leg.

But again as we’ve said all along, it would be something that we’re very familiar with before we’re making acquisition like that..

Got it. And maybe on that topic just remind us kind of the key criteria in terms of returns and accretion would be helpful? Thank you..

Yes, well, I think that we’ve said all along we want an acquisition to be accretive in the first year. I think size-wise, you can see something from, I know $100 million to maybe $300 million in revenue. And then it would be a margin profile of the business that we’re trying to move Carlisle too.

So we want something with the higher margin that would have -- again, we would like to have something with an aftermarket tail to it. So that’s what we’re looking for..

Got it. Thank you..

Your next question comes from the line of Glenn Wortman with Sidoti..

Yeah, good morning, guys..

Good morning, Glenn..

Yeah, another impressive margin performance for CIT. Any change there on your margin expectations going forward? Do you think the above 20% margin is not sustainable, or do you think that’s going to come in a little….

Yeah, Glenn, the only thing that could happen is, keep in mind we are still in price negotiations with one of our customers. Once that gets resolve, I would expect that there will be a slight reduction in margin. I don’t think you will see us run a 21% for the year. I think we could be maybe on the other side of 20%, but not a dramatic change..

Okay. And then on FoodService Products, if you pull out the assets sale, I think your margin was 11.4%.

Is that pretty much -- a good approximation to use?.

Yeah, I think so. I think anything from 11 to 13. We just need some volume there. They’ve done a nice job in taking costs down. It’s just at this point, volume would help us improve margin as well..

Okay. And then lastly on CBF, just as to the little -- ask the question but differently, so it sounds like you think your sales maybe down a little bit sequential in the third quarter just given the slowdown in ag..

Yeah, a little bit..

Okay. All right. Thanks for taking my questions..

Okay. Glenn..

Your next question comes from the line of Neil Frohnapple with Longbow Research..

Hi. Good morning, guys..

Good morning, Neil..

Dave, just a follow-up on construction materials. Last quarter you mentioned that there could be a little bit of negative pricing through the second quarter from jobs that were priced in the first quarter.

So just wondering if that contributed to a portion of the 2% price decline and if that’s largely behind us now?.

Yes. They contribute. Like I said earlier, I think there is more resiliency to a price increase at this point. I would hope to see at least not negative price going forward. I guess probably the best way to put it..

Got it. That’s helpful.

And then pertaining to Brake & Friction, just wondering if the price concessions are largely behind with orders improving or how should we be modeling that dynamic for the remainder of the year?.

Yes. They should be behind us..

Okay, great.

And then just final one on CIT, was there any one-time benefits that boosted profitability like last quarter? Or is there anything else from a mix of raw materials standpoint that helped profitability in the quarter?.

Now, just old-fashioned volume..

All right. Great. Thanks, guys..

All right..

(Operator Instructions) And your next question comes from the line of Matt McConnell with Citigroup..

Thank you. Good morning, guys..

Hey, good morning, Matt..

Certainly it sounds like there might be more activity in the M&A pipeline. So I wonder if I could just get a sense of whether you have cash on hand, maybe to handle any deals that you’re at or whether you would add debt to fund these deals..

It’s highly doubtful. We have to add debt..

Okay. Thank you. And then on Brake & Friction, the 10% margin target that you talked about sounds a bit conservative. You exceeded that this quarter with some restructuring and with 10 months or so of order growth. Is there anything else coming in the back half that would pressure that margin or is that just….

Yeah. There is another -- I think it’s $1.4 million that we have to spend on the restructuring, so that would have a negative impact on it. That would come third -- most of in third, a little bit in the fourth quarter. Maybe there is some upside there, but not a lot..

Okay. So there is still a little more restructuring. That’s helpful..

Right..

Okay. I think that’s it for me. Thank you..

Okay. Matt..

At this time we have no further questions in queue..

Okay. Why don’t we go ahead and close the meeting? As the conference call draws to a close, let's turn to slide 18. We expect another record year in sales and earnings. Our two largest businesses, CCM and CIT should continue to see high single or low double-digit growth for the remainder of the year.

We also are projecting that CBF and CFS will grow low single digits for the remainder of the year as well. For modeling purposes, we expect corporate expense to be approximately $52 million, which is a change from the first quarter as it now reflects the reallocation of Chris Koch expense, following his promotion to Chief Operating Officer.

D&A expense will remain at approximately $107 million. Capital expenditures will be around a $117 million, which is down $2 million from our projection in the first quarter. 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's earnings. As I mentioned earlier in the call, we expect to put cash -- the cash sitting on the balance sheet, plus the cash we generate this year toward making acquisitions.

The pipeline has a few attractive opportunities and we are hopeful that one or two of those will materialize by year end. If they do not, we expect to begin a planned, systematic repurchase of our stock. As a reminder, the Board has authorized us to repurchase up to 3 million shares.

So with that, I’d like to thank you for attending our second quarter conference call. I look forward to reviewing third quarter results with you in September. Christie, you may now end the call..

This concludes today's conference call. You may now disconnect..