UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
 
Date of Report (Date of earliest event reported)    October 24, 2006
 
CARLISLE COMPANIES INCORPORATED
(Exact name of registrant as specified in its charter)

 Delaware	 	1-9278	 	31-1168055	
(State or other jurisdiction	 	(Commission	 	(IRS Employer	
of incorporation)	 	File Number)	 	Identification No.)	
 	 	 	 	 	
13925 Ballantyne Corporate Place, Suite 400, Charlotte, NC 28277	
(Address of principal executive offices)	
 	 	 	 	 	
704-501-1100	
(Registrant’s telephone number)	
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFS 230.425)
o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.02.         Results of Operations and Financial Condition .
See the attached press release reporting third quarter 2006 earnings of Carlisle Companies Incorporated (the “Company”) hereby furnished.
 
Item 9.01.        Financial Statements and Exhibits .
(d)  Exhibits
See Exhibit Index attached hereto.
2

SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  October 24, 2006 	 	CARLISLE COMPANIES INCORPORATED	

 	By:	   /s/ Carol P. Lowe	 	
 	 	Carol P. Lowe, Vice President	
 	 	   and Chief Financial Officer	

						
 
3

EXHIBIT INDEX

 Exhibit	 	 	
Number	 	Description	
 	 	 	
99.1	 	Press release reporting third quarter 2006 earnings of Carlisle Companies Incorporated.	
 
4

 

Exhibit 99.1

 NEWS RELEASE		

 CSL006016	 	10/24/06	
 
Carlisle Companies Reports a 31% Increase in Third Quarter Earnings before Interest Expense and Income Taxes from Continuing Operations and Increases Full Year Guidance
CHARLOTTE, NORTH CAROLINA, October 24, 2006… Carlisle Companies Incorporated (NYSE:CSL) reported earnings before interest and income taxes (“EBIT”) from continuing operations of $69.5 million for the quarter ended September 30, 2006, an increase of 31% above EBIT of $52.9 million for the same period 2005.  Richmond McKinnish, Carlisle President and CEO, commented, “We continue to see strength in many of our end markets for the remainder of 2006 and into 2007.  We are increasing our guidance for income from continuing operations for the full year 2006 to the range of $5.35 to $5.50 per diluted share from the previous range of $5.25 to $5.45 per diluted share.”
Income from continuing operations, net of tax, of $43.4 million, or $1.39 per diluted share, for the third quarter 2006, compared to $36.0 million, or $1.17 per diluted share, for the third quarter 2005.  Income from continuing operations for the third quarter 2005 included a $3.0 million, or $0.10 per diluted share, benefit for the reduction in income tax liabilities as a result of final settlement of certain federal and state tax filings.
Net sales of $648.4 million from continuing operations in the third quarter 2006 were up $103.0 million, or an increase of 19%, as compared to net sales of $545.4 million for the same period 2005.  Organic sales growth accounted for $89.0 million, or 86%, of the improvement over the prior-year quarter, primarily as a result of strong organic growth in the Company’s construction materials, specialty trailer and wire and cable businesses.  The organic sales growth rate was 16.3% for the third quarter 2006 as compared to an organic growth rate of 3.0% for the third quarter 2005.  Acquisitions in the Company’s braking business accounted for $11.9 million, or 12%, of the growth over the third quarter 2005, while changes in foreign currency exchange rates contributed $2.1 million, or 2%.
While Carlisle manages its businesses under the three operating groups, Construction Materials, Industrial Components and Diversified Components,  effective for the quarter ended September 30, 2006 and going forward, Carlisle will present five financial reporting segments as set forth below.  The Construction
1

Materials and Industrial Components financial reporting segments remain unchanged.  The Diversified Components group will be represented by the Specialty Products segment which contains the braking business, the Transportation Products segment which contains the specialty trailer business, and the General Industry segment (“All Other” segment) which contains the wire and cable, foodservice and refrigerated truck bodies businesses.
Construction Materials:   Net sales of $311.8 million in the third quarter of 2006 were 33% above $235.1 million of net sales in the third quarter of 2005 primarily due to higher membrane and insulation volumes.  Third quarter 2006 EBIT of $52.5 million was 23% above third quarter 2005 EBIT of $42.6 million.  EBIT margin for Construction Materials declined slightly in the third quarter 2006 compared to a very strong third quarter 2005 due to higher raw material costs and changes in sales mix.  Segment EBIT for each of the quarters ended September 30, 2006 and 2005 included earnings related to the Company’s equity share of income at its European roofing joint venture, Icopal, of $4.2 million.
Industrial Components:  Net sales of $164.1 million for the three months ended September 30, 2006 compared with net sales of $164.5 million for the same period in 2005 as consumer demand in the outdoor power equipment market remained soft.  EBIT of $6.8 million in the third quarter of 2006 was 31% above EBIT of $5.2 million reported in the same quarter of 2005 on increased selling prices and production efficiencies.
Specialty Products: The Company’s braking business recorded net sales of $44.8 million for the three months ended September 30, 2006, an increase of 33% above net sales of $33.7 million for the same period in 2005.  The sales increase was primarily due to two acquisitions for the braking business in the last half of 2005.  The acquisitions also contributed to the increase in EBIT to $2.6 million in the third quarter of 2006 compared to $1.2 million in the third quarter of 2005.
Transportation Products: The Company’s specialty trailer business continued to experience both sales and earnings growth with strong sales in specialized, material hauling and construction trailers.  Net sales of $45.0 million in the third quarter of 2006 were 11% higher than net sales of $40.7 million for the same period of 2005.  EBIT in the third quarter of 2006 was $7.1 million compared to $6.2 million in the third quarter of 2005, an increase of 15%.
General Industry: Net sales of $82.7 million in the third quarter of 2006 were 16% above net sales of $71.4 million in the third quarter of 2005 while EBIT in the third quarter of 2006 of $7.7 million was 88% higher than EBIT of $4.1 million for the same period of 2005.  The wire and cable business, foodservice business and refrigerated truck body business all experienced favorable comparisons to the prior year.
2

Discontinued Operations
The losses from discontinued operations, net of tax, in the third quarter of 2006 was $4.9 million, or $0.15 per diluted share, as compared to losses from discontinued operations in the third quarter of 2005 of $16.3 million, or $0.53 per diluted share.
Net Income
Net income for the third quarter ended September 30, 2006 of $38.5 million, or $1.24 per diluted share, was 96% higher than net income in the third quarter ended September 30, 2005 of $19.7 million, or $0.64 per diluted share.  The increase in net income for the third quarter 2006 was due primarily to the improved income from continuing operations as well as the reduction in losses associated with the discontinued operations. The increase in net income was achieved despite a higher effective tax rate of 32.4% for the third quarter 2006 compared with an effective tax rate of 25.9% for the third quarter 2005 reflecting the aforementioned settlement of certain income tax liabilities.
Cash Flow
 
In August 2006, Carlisle issued $150.0 million in ten-year notes at an interest rate of 6.125% in anticipation of the Company’s 7.25% $150.0 million notes maturing January 2007.  The August 2006 note proceeds were utilized in the interim period to reduce shorter-term borrowings and the Company’s utilization of its receivable securitization facility.  Cash used in operating activities of $34.2 million for the nine months ended September 30, 2006 includes a reduction in operating cash flow of $137.9 million caused by the reduction in the utilization of the securitization facility.  Cash used in investing activities was $69.6 million in 2006 compared to $89.8 million in 2005.  Capital expenditures of $72.9 million for the nine months ended September 30, 2006 compared with capital expenditures of $81.1 million for the same period in 2005 with the Construction Materials segment representing the majority of the expenditures for both periods.  Cash used for investing activities in 2005 included $28.3 million to fund a brake business acquisition for the Specialty Products segment.  Cash provided by financing activities of $110.1 million in 2006 compared to cash provided by financing activities of $29.3 million in 2005.  The year-over-year change in financing cash flow is partially due to the aforementioned notes issued in August 2006.  The Company also used approximately $36.0 million in 2005 to purchase 0.5 million shares of common stock.
Backlog
 
Backlog from continuing operations at September 30, 2006 of $280.1 million compared favorably with backlog of $269.9 million at June 30, 2006 and backlog of $250.2 million at September 30, 2005.  Increased backlog for the Company’s construction materials, braking, specialty trailer, and wire and cable businesses contributed to the year-over-year improvement.
3

Conference Call and Webcast
The Company will discuss third quarter 2006 results on a conference call for investors on Tuesday, October 24, 2006 at 2:00 p.m. Eastern.  The call may be accessed live at http://www.carlisle.com/investors/conference_call.html, or the taped call may be listened to shortly following the live call at the same website location until November 7, 2006.  A PowerPoint presentation will also be available for viewing and/or printing at the same website location.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to changes in global economic, business, competitive, market and regulatory factors. More detailed information about these factors is contained in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no duty to update forward-looking statements.
Carlisle is a diversified global manufacturing company serving the construction materials, commercial roofing, specialty tire and wheel, power transmission, heavy-duty brake and friction, heavy-haul truck trailer, foodservice, and data transmission industries.

 CONTACT:	 	Carol P. Lowe	
 	 	Vice President and Chief Financial Officer	
 	 	Carlisle Companies Incorporated	
 	 	(704) 501-1100	
 	 	http://www.carlisle.com	
 
4

CARLISLE COMPANIES INCORPORATED
Financial Results
For the periods ended September 30
(In millions, except per share data)
(Unaudited)

 	 	Third Quarter	 	Nine Months	 	
 	 	2006	 	2005*	 	% Change	 	2006	 	2005*	 	% Change	 	
Net sales	 	$	648.4	 	$	545.4	 	19	%	$	1,961.0	 	$	1,673.5	 	17	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations, net of tax	 	$	43.4	 	$	36.0	 	20	%	$	137.7	 	$	107.0	 	29	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) from discontinued operations, net of tax	 	(4.9	)	(16.3	)	NM	 	(1.9	)	(24.4	)	NM	 	
Net income	 	$	38.5	 	$	19.7	 	96	%	$	135.8	 	$	82.6	 	64	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic earnings per share	 	 	 	 	 	 	 	 	 	 	 	 	 	
Continuing operations	 	$	1.41	 	$	1.18	 	19	%	$	4.50	 	$	3.47	 	30	%	
Discontinued operations	 	(0.15	)	(0.54	)	NM	 	(0.06	)	(0.79	)	NM	 	
Net income	 	$	1.26	 	$	0.64	 	97	%	$	4.44	 	$	2.68	 	66	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Diluted earnings per share	 	 	 	 	 	 	 	 	 	 	 	 	 	
Continuing operations	 	$	1.39	 	$	1.17	 	19	%	$	4.43	 	$	3.43	 	29	%	
Discontinued operations	 	(0.15	)	(0.53	)	NM	 	(0.06	)	(0.78	)	NM	 	
Net income	 	$	1.24	 	$	0.64	 	94	%	$	4.37	 	$	2.65	 	65	%	
 
SEGMENT FINANCIAL DATA (Continuing Operations)
(In millions)

 	 	2006	 	2005*	 	
Third Quarter	 	Sales	 	EBIT	 	% Sales	 	Sales	 	EBIT	 	% Sales	 	
Construction Materials	 	$	311.8	 	$	52.5	 	16.8	%	$	235.1	 	$	42.6	 	18.1	%	
Industrial Components	 	164.1	 	6.8	 	4.1	%	164.5	 	5.2	 	3.2	%	
Specialty Products	 	44.8	 	2.6	 	5.8	%	33.7	 	1.2	 	3.6	%	
Transportation Products	 	45.0	 	7.1	 	15.8	%	40.7	 	6.2	 	15.2	%	
General Industry	 	82.7	 	7.7	 	9.3	%	71.4	 	4.1	 	5.7	%	
Subtotal	 	648.4	 	76.7	 	11.8	%	545.4	 	59.3	 	10.9	%	
Corporate	 	—	 	(7.2	)	 	 	—	 	(6.4	)	 	 	
Total	 	$	648.4	 	$	69.5	 	10.7	%	$	545.4	 	$	52.9	 	9.7	%	

 	 	2006	 	2005*	 	
Nine Months	 	Sales	 	EBIT	 	% Sales	 	Sales	 	EBIT	 	% Sales	 	
Construction Materials	 	$	832.6	 	$	131.4	 	15.8	%	$	634.6	 	$	96.0	 	15.1	%	
Industrial Components	 	602.9	 	51.9	 	8.6	%	595.7	 	49.7	 	8.3	%	
Specialty Products	 	144.7	 	13.0	 	9.0	%	110.1	 	8.5	 	7.7	%	
Transportation Products	 	137.6	 	23.6	 	17.2	%	117.4	 	16.3	 	13.9	%	
General Industry	 	243.2	 	21.0	 	8.6	%	215.7	 	16.5	 	7.6	%	
Subtotal	 	1,961.0	 	240.9	 	12.3	%	1,673.5	 	187.0	 	11.2	%	
Corporate	 	—	 	(23.7	)	 	 	—	 	(21.5	)	 	 	
Total	 	$	1,961.0	 	$	217.2	 	11.1	%	$	1,673.5	 	$	165.5	 	9.9	%	

* 2005 figures have been revised to reflect discontinued operations and conform with the 2006 segment presentation.
NM = Not Meaningful
5

CARLISLE COMPANIES INCORPORATED
Consolidated Statement of Earnings
For the periods ended September 30
(In thousands except per share data)
(Unaudited)

 	 	Third Quarter	 	Nine Months	 	
 	 	2006	 	2005*	 	% Change	 	2006	 	2005*	 	% Change	 	
Net sales	 	$	648,446	 	$	545,389	 	18.9	%	$	1,960,990	 	$	1,673,522	 	17.2	%	
Cost and expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of goods sold	 	519,102	 	439,804	 	18.0	%	1,557,591	 	1,336,850	 	16.5	%	
Selling and administrative expenses	 	59,559	 	51,346	 	16.0	%	180,622	 	161,357	 	11.9	%	
Research and development expenses	 	3,726	 	3,874	 	-3.8	%	11,311	 	11,607	 	-2.6	%	
Other (income) expense, net	 	(3,448	)	(2,518	)	NM	 	(5,708	)	(1,753	)	NM	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings before interest & income taxes	 	69,507	 	52,883	 	31.4	%	217,174	 	165,461	 	31.3	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense, net	 	5,308	 	4,271	 	24.3	%	14,927	 	12,309	 	21.3	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings before income taxes	 	64,199	 	48,612	 	32.1	%	202,247	 	153,152	 	32.1	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income taxes	 	20,819	 	12,586	 	65.4	%	64,590	 	46,156	 	39.9	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations, net of tax	 	43,380	 	36,026	 	20.4	%	137,657	 	106,996	 	28.7	%	
Percent of net sales	 	6.7	%	6.6	%	 	 	7.0	%	6.4	%	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) from discontinued operations, net of tax	 	(4,832	)	(16,323	)	NM	 	(1,887	)	(24,359	)	NM	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	38,548	 	$	19,703	 	95.6	%	$	135,770	 	$	82,637	 	64.3	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic earnings per share	 	 	 	 	 	 	 	 	 	 	 	 	 	
Continuing operations	 	$	1.41	 	$	1.18	 	19.5	%	$	4.50	 	$	3.47	 	29.7	%	
Discontinued operations	 	(0.15	)	(0.54	)	NM	 	(0.06	)	(0.79	)	NM	 	
Basic earnings per share	 	$	1.26	 	$	0.64	 	96.9	%	$	4.44	 	$	2.68	 	65.7	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Diluted earnings per share	 	 	 	 	 	 	 	 	 	 	 	 	 	
Continuing operations	 	$	1.39	 	$	1.17	 	18.8	%	$	4.43	 	$	3.43	 	29.2	%	
Discontinued operations	 	(0.15	)	(0.53	)	NM	 	(0.06	)	(0.78	)	NM	 	
Diluted earnings per share	 	$	1.24	 	$	0.64	 	93.8	%	$	4.37	 	$	2.65	 	64.9	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Average shares outstanding (000’s) - basic	 	30,679	 	30,593	 	 	 	30,589	 	30,836	 	 	 	
Average shares outstanding (000’s) - diluted	 	31,101	 	30,895	 	 	 	31,087	 	31,193	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Dividends	 	$	8,319	 	$	7,650	 	 	 	$	23,680	 	$	21,954	 	 	 	
Dividends per share	 	$	0.270	 	$	0.250	 	8.0	%	$	0.770	 	$	0.710	 	8.5	%	

* 2005 figures have been revised to reflect  discontinued operations.
NM = Not Meaningful
 
6

CARLISLE COMPANIES INCORPORATED
Comparative Condensed Consolidated Balance Sheet
(In thousands)
(Unaudited)

 	 	September 30,	 	December 31,	 	
 	 	2006	 	2005	 	
Assets	 	 	 	 	 	
Current Assets	 	 	 	 	 	
Cash and cash equivalents	 	$	44,717	 	$	38,745	 	
Receivables	 	396,867	 	162,959	 	
Inventories	 	366,120	 	334,711	 	
Prepaid expenses and other	 	64,161	 	57,118	 	
Current assets held for sale	 	57,373	 	67,639	 	
Total current assets	 	929,238	 	661,172	 	
Property, plant and equipment, net	 	457,561	 	431,996	 	
Other assets	 	429,812	 	423,644	 	
Non-current assets held for sale	 	44,467	 	46,445	 	
 	 	$	1,861,078	 	$	1,563,257	 	
 	 	 	 	 	 	
Liabilities and Shareholders’ Equity	 	 	 	 	 	
Current Liabilities	 	 	 	 	 	
Short-term debt, including current maturities	 	$	177,699	 	$	57,993	 	
Accounts payable	 	157,571	 	127,558	 	
Accrued expenses	 	148,706	 	145,357	 	
Current liabilities associated with assets held for sale	 	46,887	 	41,803	 	
Total current liabilities	 	530,863	 	372,711	 	
Long-term debt	 	275,261	 	282,426	 	
Other liabilities	 	177,801	 	176,911	 	
Non-current liabilities associated with assets held for sale	 	2,258	 	970	 	
Shareholders’ equity	 	874,895	 	730,239	 	
 	 	$	1,861,078	 	$	1,563,257	 	
 
7

CARLISLE COMPANIES INCORPORATED
Comparative Condensed Consolidated Statement of Cash Flows
For the Nine Months Ended September 30
(In thousands)
(Unaudited)

 	 	2006	 	2005*	 	
Operating activities	 	 	 	 	 	
Net income	 	$	135,770	 	$	82,637	 	
Reconciliation of net earnings to cash flows:	 	 	 	 	 	
Depreciation and amortization	 	43,699	 	42,497	 	
Non-cash compensation	 	5,478	 	1,529	 	
Excess tax benefits from share based compensation	 	(4,141	)	—	 	
Gain on equity investments	 	(1,957	)	(389	)	
Foreign exchange loss	 	—	 	1,634	 	
Deferred taxes	 	2,197	 	3,869	 	
Loss on investments, property and equipment, net	 	8,149	 	30,815	 	
Receivables under securitization program	 	(137,900	)	2,900	 	
Working capital	 	(84,354	)	(44,983	)	
Other	 	(1,170	)	(1,797	)	
Net cash (used in) provided by operating activities	 	(34,229	)	118,712	 	
Investing activities	 	 	 	 	 	
Capital expenditures	 	(72,871	)	(81,130	)	
Acquisitions, net of cash	 	(1,875	)	(28,339	)	
Proceeds from investments, property and equipment	 	3,993	 	18,676	 	
Other	 	1,188	 	967	 	
Net cash used in investing activities	 	(69,565	)	(89,826	)	
Financing activities	 	 	 	 	 	
Net change in short-term debt and revolving credit lines	 	(30,681	)	83,015	 	
Proceeds from long-term debt	 	148,875	 	—	 	
Reductions of long-term debt	 	(6,285	)	(1,762	)	
Dividends	 	(23,680	)	(21,954	)	
Excess tax benefits from share based compensation	 	4,141	 	—	 	
Treasury shares and stock options, net	 	13,279	 	(31,530	)	
Other	 	4,405	 	1,486	 	
Net cash provided by financing activities	 	110,054	 	29,255	 	
Effect of exchange rate changes on cash	 	(288	)	(528	)	
Change in cash and cash equivalents	 	5,972	 	57,613	 	
Cash and cash equivalents	 	 	 	 	 	
Beginning of period	 	38,745	 	25,018	 	
End of period	 	$	44,717	 	$	82,631	 	

* 2005 figures have been revised to reflect discontinued operations.
8