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Carlisle Companies Reports a Record Year

5 February 1999

Carlisle Companies Reports a Record Year

    SYRACUSE, N.Y.--Feb. 4,1999--

    Carlisle Companies' Fourth Quarter Earnings
    Conference Call is scheduled for 11:00 a.m., Eastern
    Daylight Time, Thursday, February 4, 1999.
    To participate, please dial 212-676-5370. A playback of
    the Conference Call will be available from 5:00 p.m.
    (EST) on February 4th until 5:00 p.m. (EST) on
    February 5th by dialing 1-800-633-8284.
    The reservation number is 3971724.

    Carlisle Companies Incorporated reported record earnings of $84.9 million, or diluted earnings per share of $2.77, for its year ending December 31, 1998, an increase of 20 percent over 1997 earnings of $70.7 million, or diluted earnings per share of $2.28. Sales in 1998 increased 20 percent to $1.52 billion compared to $1.26 billion in 1997.
    For the fourth quarter, Carlisle reported earnings of $19.0 million, or diluted earnings per share of $0.62, an increase of 15 percent over fourth quarter 1997 earnings of $16.7 million, or diluted earnings per share of $0.54. Sales in the fourth quarter were $380.8 million an increase of 19 percent over fourth quarter 1997 sales of $319.7 million.
    Stephen P. Munn, Carlisle's Chairman and CEO, said, "1998 was another year in which Carlisle surpassed its targets for growth in both sales and earnings, setting new records for each. Our companies have developed consistent strategies to grow their businesses both internally and through acquisition. In 1998 our people continued to increase market shares, improve manufacturing processes and target new markets with expanded products to complement our core strengths. With a strong backlog, growing markets and a committed organization we look forward to continued success in 1999."
    Carlisle is a diversified manufacturer of products serving construction materials, industrial components, automotive components and general industry markets.

FINANCIAL RESULTS
                                            1998       1997   % Change
Fourth Quarter
    Sales                               $   380.8   $  319.7     +19%
    Net Earnings                             19.0       16.7     +14%
    Basic E.P.S.                             0.63       0.56     +14%
    Diluted E.P.S.                           0.62       0.54     +15%
 
Twelve Months Ended December 31
    Sales                                $1,517.5   $1,260.5     +20%
    Net Earnings                             84.9       70.7     +20%
    Basic E.P.S.                             2.81       2.34     +20%
    Diluted E.P.S.                           2.77       2.28     +20%

SEGMENT FINANCIAL DATA
 
Fourth Quarter
    Sales                                   1998       1997   % Change
 
    Construction Materials                 $100.5     $ 82.4     +22%
    Industrial Components                   112.3       98.0     +15%
    Automotive Components                    75.0       62.6     +20%
    All Other                                93.0       76.6     +21%
                                           $380.8    $ 319.6     +19%

    Earning before Interest and Taxes       1998       1997   % Change
 
    Construction Materials                  $12.6      $12.4      +2%
    Industrial Components                    10.4        9.7      +7%
    Automotive Components                     5.4        4.1     +32%
    All Other                                11.0        8.7     +26%
                                            $39.4      $34.9     +13%

Twelve Months Ended December 31, 1997
    Sales                                   1998       1997   % Change
 
    Construction Materials                $ 371.5    $ 316.6     +17%
    Industrial Components                   510.8      396.9     +29%
    Automotive Components                   272.0      241.3     +13%
    All Other                               363.2      305.7     +19%
                                         $1,517.5   $1,260.5     +20%

    Earning before Interest and Taxes       1998       1997   % Change
 
    Construction Materials                 $ 53.0     $ 49.1      +8%
    Industrial Components                    61.3       47.5     +29%
    Automotive Components                    17.6       18.6      -5%
    All Other                                38.2       30.1     +27%
                                          $ 170.1    $ 145.3     +17%

Discussion of Results

     Carlisle Companies Incorporated sales grew to $1.52 billion in
1998, up 20%, or $256.9 million, from 1997 sales of $1.26 billion.
This increase is primarily due to the expansion of product lines and
market shares of Carlisle's core businesses. While we continue to
integrate several small, complementary acquisitions made in 1997 and
1998, these companies accounted for less than 10% of this sales
increase.
     In 1998, net earnings kept pace with these increased sales,
reaching $84.9 million, or $2.77 per share of common stock, a 20%
increase over 1997 net earnings of $70.7 million, or $2.28 per share.
In 1997, sales increased 24%, or $243.0 million, due to continued
growth in core businesses, as well as acquisitions made in 1997 and to
the full-year effect of acquisitions made in 1996. Net earnings
increased 27%, or $15.0 million, in 1997 reflecting both the increased
sales levels and cost reductions.
     During 1998 we acquired three companies that fit well with our
existing businesses. These acquisitions include: (1) Vermont
Electromagnetics Corporation and (2) Quality Microwave Interconnects,
Inc., both of which are manufacturers of specialty cable assemblies
and connectors that will open new opportunities for the growth of our
wire and cable business, and (3) Industrial Tire Products, Inc., a
distributor of industrial and recreational tire and wheel assemblies,
which will help to extend our tire and wheel products to the
replacement market. Additionally, in January, 1998 we completed a
joint venture in the U.K. with Lander Plastics, a British manufacturer
of plastic automotive components, and the acquisition of Hardcast
Europe, a Dutch manufacturer of adhesive and sealant products for the
construction market.
     In 1997 we completed a record number of acquisitions. These
acquisitions include several small bias-ply tire and wheel
manufacturing and distributing companies, Overland Brake Incorporated,
a small spring-brake manufacturing company, complementing our
heavy-duty friction products and Zimmerman Brush Co., a small,
privately owned manufacturer of brushes for the janitorial and
sanitation market.

Operating Segments

     In accordance with the requirements of the recently issued
Statement of Financial Accounting Standards No. 131, we have recast
our businesses into three identifiable segments and a fourth
classification of All Other. The Construction Materials segment
consists of the manufacturing of membranes and accessories necessary
for rubber (EPDM) and plastic (TPO) roofing systems for
non-residential flat roofs. Also included in this segment is the
manufacture and distribution of coatings and waterproofing products
for construction markets. The Industrial Components segment includes
businesses that manufacture and distribute tire and wheel assemblies,
heavy duty friction and braking products and high-performance cable
and cable assemblies. The Automotive Components segment is engaged in
manufacturing highly engineered plastic and rubber components for Tier
I suppliers and other manufacturers in the automotive industry.
Several businesses, which altogether, have not met the guidelines to
be identified as a separate segment, have been aggregated under an All
Other category. Activities in this category include the manufacturing
and distributing of specialty trailers and dump bodies, stainless
steel in-plant processing equipment, institutional plastic foodservice
permanentware products, and the manufacturing and leasing of inter
modal perishable cargo shipping containers. Earnings before interest
and income taxes (EBIT) herein referred to as "Earnings", are used to
measure the profitability of the business segments. Following is a
general discussion and analysis of the 1998 and 1997 sales and
profitability of these business segments.

Construction Materials

     Segment sales grew by 17% in 1998 to $371.5 million, an increase
of $54.9 million over 1997 sales of $316.6 million. This growth is due
to increasing market share, as well as product line extensions to
include insulation products. In 1997, segment sales declined 0.4% from
1996 sales of $318.0 million due to the effect of divesting our metal
roofing business offsetting slightly increased sales in the ongoing
business.
     Earnings were up 8% in 1998 to $53.0 million, reflecting the
increased sales levels, partially offset by increased raw material
costs, competitive pricing and a change in product mix, which included
a higher level of lower margin insulation sales. The 1997 earnings of
$49.1 million in this segment were up 14.7% over 1996 earnings of
$42.8 million, reflecting improved margins and warranty results and
the elimination of losses due to the divestiture of the metal roofing
company.

Industrial Components

     Segment sales reached $510.8 million in 1998, a 29%, or $113.8
million, increase over 1997 sales of $396.9 million. This increase is
primarily due to the internal growth of tire and wheel assemblies,
especially to the after market; the continued integration of tire and
wheel distribution companies acquired in 1997; increased shipments of
high-quality wire to aircraft manufacturers; and the acquisition of
two high-speed data cable and connector companies. Sales of heavy-duty
friction and braking products increased just 3% in 1998 after robust
gains in 1997. In 1997, sales in this segment climbed 24%, or $76.2
million over the 1996 sales of $320.7 million, reflecting increased
shipments of aircraft wire, increased market penetration of our tire
and wheel products as well as sales gains of heavy-duty friction
materials to the after-market.
     Earnings increased 29%, or $13.8 million, to $61.3 million in
1998. This increase generally follows the increased level of segment
sales. In 1997 this segment earned $47.5 million, growing 22%, or $8.7
million, from the 1996 level of $38.8 million. This earnings growth is
consistent with the increase in sales, offset by costs associated with
integrating tire and wheel manufacturers and distributors acquired in
1996 and 1995.

Automotive Components

     In 1998 segment sales jumped 13% to $272.0 million, a $30.7
million increase over 1997 sales of $241.3 million. This increase is
due to internal growth, which was dampened by the General Motors
strike in the summer months. The dramatic increase in 1997 sales of
94%, from $124.1 million, reflects the full-year consolidation of The
Engineered Products Division of Johnson Controls, acquired in October
1996, to form Carlisle Engineered Products.
     Earnings of $17.6 million in this segment did not keep pace with
sales, falling 5% from the 1997 level of $18.6 million. This decline
is due primarily to inefficiencies generated by the rapid ramp-up of
production for new programs interrupted by the General Motors strike.
Earnings grew 98% in 1997 following the increased sales level in that
year.

All Other Category

     Aggregate sales of companies included in the all other category
grew 19%, or $57.5 million, to $363.2 million in 1998. This increase
is primarily due to growth in the specialty trailers business and the
manufacturing of refrigerated containers of our perishable cargo
business. Plastic permanentware products, which are manufactured and
distributed to the institutional foodservice industry, contributed to
this growth, growing its sales by 7% in 1998. In 1997 total sales in
this category increased 20% to $305.7 million related to increased
sales of specialty trailers to construction markets, the full year
effect of acquisitions in the in-plant processing and ceramic
tableware manufacturing businesses made in 1996 and increased direct
sales of manufactured refrigerated containers.
     Aggregate earnings of the businesses in this category grew 27% to
$38.2 million in 1998. This growth is due to general increased sales
levels, improved manufacturing efficiencies and increased share of the
leasing market in our perishable cargo business. In 1997 the earnings
of these businesses grew 48% to $30.1 million. This increase is due to
the increased level of sales and increased margins due to improved
manufacturing processes in the specialty trailer business and,
especially in the refrigerated container business. In January, 1999 we
announced the suspension of our container manufacturing operations in
Green Cove Springs, Florida and the sale, to our partner, of the major
portion of our interest in Carlisle Leasing International Company,
significantly reducing our activity in the refrigerated container
business.

Financial Results

--   Gross margin, expressed as a percent of sales, represents the
     difference between net sales and cost of goods sold. These
     margins declined from 23.4% of sales in 1996 to 22.7% in 1997 and
     21.6% in 1998. This decline largely reflects the competitive
     marketplace and changing mix in Carlisle?s total sales. In 1998,
     operations with lower gross margins, but also with lower
     corresponding selling, general and administrative costs,
     represent greater proportions of total Carlisle sales.

--   Selling and administrative costs, expressed as a percent of
     sales, declined from 12.6% in 1996 to 11.4% in 1997 and 10.6% in
     1998 reflecting both disciplined cost control throughout all
     operations and the increasing proportion of activities with lower
     cost structures in Carlisle's overall business.

--   Total costs, which include raw material, manufacturing, selling,
     general and administrative costs, expressed as a percentage of
     total sales, remain fairly consistent with 1997 levels,
     increasing slightly in 1998 to 90.0% of sales, up from 89.9% of
     sales in 1997. Improvements in total costs, evident throughout
     Carlisle, were offset by the impact of the GM strike and the
     change in product mix in the construction materials operations.
     The 1997 decline from 1996's level of 90.5% percent of sales was
     due to improved purchasing, manufacturing and distribution of
     products throughout all Carlisle operations.

--   Interest expense increased to $22.7 million in 1998 from $16.5
     million in 1997 and $9.1 million in 1996, due to the increasing
     level of debt used to finance planned capital expenditures and
     acquisitions, amid slightly lower overall interest rates.

--   Other, net increased to $8.4 million in 1998 due to one-time
     gains recognized on the sales of various assets, as well as
     overall improvements in earnings of equity investments.

--   Income taxes, for financial reporting purposes, have remained
     constant at an effective rate of 39.5% of earnings before tax in
     1998, 1997 and 1996, generally reflecting stable Federal and
     state tax rates. Taxes are discussed more completely in the Notes
     to Consolidated Financial Statements.

--   Receivables were $225.3 million, an increase of 21.9% over the
     1997 level of $184.8 million. The high level of December sales
     throughout most of Carlisle's businesses drives this increase.
     The 1997 level of receivables represents a 16.6% increase over
     1996, and is primarily attributable to a higher level of sales,
     partially offset by an increasing portion of sales from
     businesses that require a lower investment in receivables, and an
     ongoing effort to manage receivables at all operations.

--   Inventories, valued primarily by the last-in, first-out (LIFO)
     method, were $193.6 million at year-end 1998, a 7.4% increase
     over the 1997 year-end level of $180.3 million. This modest
     increase is the result of increased capacity at most operations,
     partially offset by a renewed Company-wide focus on inventory
     management. The year-end 1997 inventory level increased $43.2
     million over 1996 levels, or 31.5%, due primarily to acquisitions
     made during the year, normal seasonal buildup, strong demand and
     backlogs at most operations.

--   Capital expenditures totaled $96.0 million in 1998, a significant
     increase over the 1997 level of $59.5 million. This increase is
     primarily attributable to investments in injection-molding and
     blow-molding equipment to meet growth opportunities in Carlisle?s
     automotive components operation. Additionally, other significant
     projects in 1998 include expanded warehousing and distribution
     facilities for foodservice products, finished specialty tire and
     wheel assemblies and EPDM roofing products, increased production
     capacity of specialty tire and wheel assemblies, specialty
     trailer products, Tufflite wire and high-speed data wire
     and cable assemblies, and plant and equipment to manufacture
     insulation and TPO roofing membranes. In 1997, the major projects
     include injection and blow-molding equipment, plant and equipment
     to produce TPO roofing membrane, warehousing for specialty tire
     and wheel assemblies and EPDM roofing membranes, increased
     capacity to produce Tufflite wire and in-plant processing
     equipment for the food and pharmaceutical industries.

Liquidity, Capital Resources and Environmental

     Cash flows provided by operating activities rose to $97.6 million
in 1998, from $83.0 million in 1997. This increase is primarily due to
increases in net earnings and depreciation and amortization charges to
earnings slightly offset by higher working capital levels. Cash flows
from operating activities were $86.0 million in 1996. Cash used in
investing activities was $133.8 million; an increase from the 1997
level of $93.2 million, resulting from the increased level of capital
expenditures and equity investments, slightly offset by lower
acquisition spending. In 1996, the cash used in investing activities
was $165.4 million, which includes $133.7 million of acquisition
expenditures. The net cash provided by financing activities in 1998
was $38.3 million, which reflects the net increase in debt, after the
early payment of higher cost debt, dividend payments and stock
repurchases. The net cash provided by financing activities in 1997 was
essentially due to increases in debt offset by dividend payments and
stock repurchases.
     Carlisle has a $125.0 million revolving credit facility available
for acquisitions and general corporate purposes. In May 1998, Carlisle
issued to the public $100.0 million of ten-year bonds at a rate of
6.70%. The net proceeds from these bonds were used to repay amounts
outstanding under the revolving credit facility and to fund other
needs throughout 1998. The Company's primary sources of liquidity and
capital are cash flows from operations and borrowing capacity.
Carlisle continues to maintain substantial flexibility to meet
anticipated needs for liquidity and capital investment opportunities.
     Carlisle management recognizes the importance of the Company?s
responsibilities toward matters of environmental concern. Programs are
in place to monitor and test facilities and surrounding environments
and, where practical, to recycle materials. Carlisle has not incurred
any material charges relating to environmental matters in 1998 or in
prior years, and none are currently anticipated.


Year 2000

    During the last several years, and in the normal course of
business, the Company has replaced a substantial portion of its older
computer software and systems with new systems that are Year 2000
compliant. With respect to the remaining information systems, as well
as the Company's embedded technology, the Company has adopted a
program (involving both internal personnel and third-party
consultants) of ( i ) assessment, (ii) remediation, and (iii)
authentication. As of this filing, the Company has substantially
completed the assessment phase and is pursuing appropriate remedial
action for the systems determined to be non-compliant. The
authentication phase includes simulated testing in a Year 2000
environment. The estimated cost of the Company's completed and
remaining efforts is not expected to exceed $500,000. The Company also
has a formal communication process with its significant suppliers and
large customers and once the assessment phase is completed, the
Company will determine what remedial action should be taken (including
contingency plans).
    The Company has completed the remediation phase of its program
throughout most of its operations, with the remaining operations
expected to be completed by mid-1999, and the authentication phase
continuing throughout 1999. The Company believes that upon completion
of the program, the Year 2000 issue will not pose a significant
operational problem for its computer systems. However, there can be no
guarantee that the failure of third parties to become Year 2000-ready
would not have a material adverse effect on the Company's financial
condition or operations.

Backlog and Future Outlook

    Backlog was $262.1 million at December 31, 1998 compared to
$281.6 million in 1997. Notwithstanding stronger positions at all
major operations within the Company, and especially in the automotive
components operation, our backlog decreased 7% due to an unusually
high backlog, associated with a large one-time contract, at the
container manufacturing operation, at December 31, 1997. Excluding the
container contract, backlog in the Company is up a healthy 14%.
    Our companies continue to implement consistent strategies to grow
their businesses both internally and through acquisition. In 1998,
Carlisle increased market shares, improved manufacturing processes and
targeted new markets with expanded products to complement the
Company's strengths. As 1998 closes, we are optimistic about the
opportunities waiting for us in 1999. With a strong backlog position,
growing markets and a committed organization, we look forward to
continued success in 1999.


                CONDENSED CONSOLIDATED FINANCIAL DATA
       (Amounts in thousands, except per share data; unaudited)

BALANCE SHEET

                                      December 31
Assets                              1998         1997
                              ----------   ----------

Cash and cash equivalents     $    3,883   $    1,732
Receivables                      225,348      184,796
Inventories                      193,650      180,331
Deferred income taxes             26,040       28,462
Prepaid expenses and other        29,604       22,212
                              ----------   ----------
 Total current assets            478,525      417,533
Plant and equipment, net         354,769      294,165
Other assets                     190,365      149,518
                              ----------   ----------
                              $1,023,659   $  861,216
                              ==========   ==========

Liabilities and Equity

Short-term debt, including
  current maturities          $   31,241   $   24,332
Accounts payable                 101,859       75,936
Accrued expenses                 123,044      125,815
                              ----------   ----------
  Total current liabilities      256,144      226,083
Long-term debt                   273,521      209,642
Other liabilities                 87,089       76,655
Shareholders' equity             406,905      348,836
                              ----------   ----------
                             $ 1,023,659    $ 861,216
                              ==========   ==========


                           INCOME STATEMENT
       (Amounts in thousands, except per share data; unaudited)


                 Fourth Quarter         Twelve Months Ended Dec. 31
                                    %                             %
                1998       1997   Change     1998        1997   Change
Net Sales    $380,839   $319,652   19.1% $1,517,494  $1,260,550  20.4%
Cost of goods
 sold         301,590    248,584   21.3%  1,189,379     974,089  22.1%
Sell and
 admini-
 strative
 expenses      40,517     37,435    8.2%    160,366     143,246  12.0%
Research and
 development
 expenses       3,954      4,118   -4.0%     16,178      15,824   2.2%

Operating
 earnings      34,778     29,515   17.8%    151,571     127,391  19.0%
Interest
 and other
 expense, net   3,351      2,020   65.9%     11,302      10,607   6.6%

Earnings
 before
 income taxes  31,427     27,495   14.3%    140,269     116,784  20.1%
Income taxes   12,410     10,748   15.5%     55,403      46,118  20.1%

Net earnings  $19,017    $16,747   13.6%    $84,866     $70,666  20.1%

Basic
 earnings
 per share      $0.63      $0.56   12.5%      $2.81       $2.34  20.1%
Diluted
 earnings
 per share      $0.62      $0.54   14.8%      $2.77       $2.28  21.5%

Dividends      $4,827     $4,221            $18,105     $15,868
  Per share     $0.16      $0.14   14.3%      $0.60      $0.525  14.3%

Average
 shares
 outstanding
 -basic        30,178     30,160             30,179      30,235
Average
 shares
 outstanding
 -diluted      30,625     31,027             30,674      31,025


                              CASH FLOWS
       (Amounts in thousands, except per share data; unaudited)


Twelve Months
                                         1998         1997
 Operating Activities
  Net earnings                       $  84,866    $  70,666
  Reconciliation of net
    earnings to cash flows:
     Depreciation and amortization      45,221       38,755
     Working capital                   (30,406)     (27,366)
     Other                              (2,070)         931
                                        97,611       82,986

Investing Activities
  Capital expenditures                 (95,970)     (59,531)
  Acquisitions, net of cash            (31,577)     (45,380)
  Sales of property, equipment
    and businesses                      11,344       15,815
  Other                                (17,568)      (4,090)
                                      (133,771)     (93,186)

Financing Activities
  Net proceeds from
    short-term debt                     15,827       13,458
  Proceeds from long-term debt         104,235      150,000
  Reductions of long-term debt         (49,274)    (125,860)
  Dividends                            (18,105)     (15,868)
  Purchases of treasury shares         (14,372)     (18,110)
                                        38,311        3,620

Change in cash and cash
  equivalents                            2,151       (6,580)

Cash and cash equivalents
  Beginning of period                    1,732        8,312
  End of period                      $   3,883    $   1,732