Form 8-K EAGLE MATERIALS INC For: Feb 03

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2015

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Eagle Materials Inc.

(Exact name of registrant as specified in its charter)

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Delaware		1-12984		75-2520779
(State or other jurisdiction of�incorporation)		(Commission File Number)		(IRS Employer Identification No.)
3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas				75219
(Address of principal executive offices)				(Zip code)

Registrant�s telephone number including area code: (214)�432-2000

Not Applicable

(Former name or former address if changed from last report)

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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:

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�	Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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�	Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

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�	Pre-commencement communications pursuant to Rule�14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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�	Pre-commencement communications pursuant to Rule�13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item�2.02 ��Results of Operations and Financial Condition

On February�3, 2015, Eagle Materials Inc., a Delaware corporation (�Eagle�), announced its results of operations for the quarter ended December�31, 2014. A copy of Eagle�s earnings press release announcing these results is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item�9.01 ��Financial Statements and Exhibits

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Exhibit�Number		Description
99.1		Earnings Press Release dated February 3, 2015 issued by Eagle Materials Inc. (announcing quarterly operating results)

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SIGNATURES

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

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Date: February�3, 2015

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EXHIBIT INDEX

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Exhibit�Number		Description
99.1		Earnings Press Release dated February 3, 2015 issued by Eagle Materials Inc. (announcing quarterly operating results)

Exhibit 99.1

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		Contact�at�214/432-2000 Steven�R.�Rowley President�&�CEO D.�Craig�Kesler Executive�Vice President�&�CFO Robert�S.�Stewart Executive�Vice�President �
		����News�For�Immediate�Release

EAGLE MATERIALS INC. REPORTS RECORD QUARTERLY RESULTS

DALLAS, TX (February 3, 2015) � Eagle Materials Inc. (NYSE: EXP) today reported financial results for the third quarter of fiscal 2015 which ended December�31, 2014. Notable items for the quarter in relation to the prior-year�s third quarter include:

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Record quarterly revenues of $292 million, up 27%

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Record third quarter cement earnings of $37.6 million, up 44%

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Record quarterly paperboard earnings of $9.1 million, up 37%

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Wallboard earnings of $40.0 million, up 30%

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Record third quarter earnings per diluted share of $1.03, up 63%

Sales volumes improved across all major business lines, with cement volumes setting a third quarter record of over 1.2�million tons sold. Net sales prices also strengthened across all businesses, with average wallboard and cement sales prices increasing 11% and 8%, respectively, over the prior year�s third quarter.

On November�14, 2014, Eagle completed its previously announced acquisition of CRS Proppants LLC and its subsidiaries, including Great Northern Sand LLC (CRS Proppants). Eagle used cash proceeds from borrowings under its bank credit facility to fund the purchase price of $237.2 million. The results of operations of CRS Proppants are included in the results disclosed in this press release for the period from November�14 through December�31, 2014.

Cement, Concrete and Aggregates

Operating earnings from Cement for the third quarter were $37.6 million, a 44% increase from the same quarter a year ago. The earnings increase resulted from record third quarter sales volumes and increased average net cement sales prices.

Cement revenues for the quarter, including joint venture and intersegment revenues, totaled $124.0 million, 17% greater than the same quarter last year. The revenue improvement reflects an 8% increase in our third quarter Cement sales volume. Our average net cement sales price this quarter was $93.76 per ton, 8% higher than the same quarter last year.

Concrete and Aggregates reported operating earnings of $1.6 million for the third quarter, a $3.1 million improvement from the same quarter a year ago, reflecting improved concrete and aggregates pricing along with improved concrete sales volumes.

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Gypsum Wallboard and Paperboard

Gypsum Wallboard and Paperboard�s third quarter operating earnings of $49.1 million were up 31% compared to the same quarter last year.�Improved Gypsum Wallboard net sales prices and increased Gypsum Wallboard and Paperboard sales volumes were the primary drivers of the quarterly earnings increase.

Gypsum Wallboard and Paperboard revenues for the third quarter totaled $144.2 million, a 16% increase from the same quarter a year ago.�The revenue increase reflects higher average Gypsum Wallboard net sales prices and higher Gypsum Wallboard and Paperboard sales volumes. The average gypsum wallboard net sales price for the third quarter was $158.95 per MSF, 11% greater than the same quarter a year ago.�Gypsum Wallboard sales volume for the quarter of 610�million square feet (MMSF) represents a 4% increase from the same quarter last year.�The average Paperboard net sales price for this quarter was $504.30 per ton, about flat with the same quarter a year ago.�Record Paperboard sales volumes for the quarter were 77,000 tons, 17% higher than the same quarter a year ago.

Oil and Gas Proppants

Oil and Gas Proppants reported third quarter revenues of $31.7 million and operating earnings of $3.2 million. During this year�s third quarter, we continued to process and sell purchased sand while we built up inventory of our internally produced sand at our 1.5�million ton Corpus Christi facility.

Details of Financial Results

Beginning in our fiscal 2015, we have begun reporting our frac-sand business as a separately reportable segment � Oil and Gas Proppants. The results of this business were previously included in our Concrete and Aggregates segment during the start-up phase and have been reclassified to conform to the current year�s presentation.

Acquisition and Litigation Expense consists of costs related to our acquisition of CRS Proppants and certain legal fees. Direct acquisition costs were approximately $0.7 million (pre-tax) during the quarter ended December�31, 2014.

Texas Lehigh Cement Company LP, one of our cement plant operations, is conducted through a 50/50 joint venture (the �Joint Venture�). We utilize the equity method of accounting for our 50% interest in the Joint Venture. For segment reporting purposes we proportionately consolidate our 50% share of the Joint Venture�s revenues and operating earnings, which is consistent with the way management organizes the segments in the Company for making operating decisions and assessing performance.

In addition, for segment reporting purposes, we report intersegment revenues as a part of a segment�s total revenues. Intersegment sales are eliminated on the income statement. Refer to Attachment 3 for a reconciliation of the amounts referred to above.

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About Eagle Materials Inc.

Eagle Materials Inc. manufactures and distributes Cement, Gypsum Wallboard, Recycled Paperboard, Concrete and Aggregates, and Oil and Gas Proppants from 40 facilities across the US. Eagle is headquartered in Dallas, Texas.

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Eagle�s senior management will conduct a conference call to discuss the financial results, forward looking information and

other matters at 10:00 a.m. Eastern Time (9:00 a.m. Central Time) on Wednesday, February�4, 2015. The conference call will be

webcast simultaneously on the Eagle Web site http://www.eaglematerials.com. A replay of the webcast and the presentation will be

archived on that site for one year.

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Forward-Looking Statements. This press release contains forward-looking statements within the meaning of Section�27A of the Securities Act of 1933, Section�21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when the Company is discussing its beliefs, estimates or expectations. These statements are not historical facts or guarantees of future performance but instead represent only the Company�s belief at the time the statements were made regarding future events which are subject to certain risks, uncertainties and other factors many of which are outside the Company�s control. Actual results and outcomes may differ materially from what is expressed or forecast in such forward-looking statements. The principal risks and uncertainties that may affect the Company�s actual performance include the following: the cyclical and seasonal nature of the Company�s business; public infrastructure expenditures; adverse weather conditions; the fact that our products are commodities and that prices for our products are subject to material fluctuation due to market conditions and other factors beyond our control; availability of raw materials; changes in energy costs including, without limitation, natural gas, coal and oil; changes in the cost and availability of transportation; unexpected operational difficulties, including unexpected maintenance costs, equipment downtime and interruption of production; fluctuations in activity in the oil and gas industry, including the level of fracturing activities; inability to timely execute announced capacity expansions; difficulties and delays in the development of new business lines; governmental regulation and changes in governmental and public policy (including, without limitation, climate change regulation); possible outcomes of pending or future litigation or arbitration proceedings; changes in economic conditions specific to any one or more of the Company�s markets; competition; announced increases in capacity in the gypsum wallboard and cement industries; changes in the demand for residential housing construction or commercial construction; general economic conditions; and interest rates. For example, increases in interest rates, decreases in demand for construction materials or increases in the cost of energy (including, without limitation, natural gas, coal and oil) could affect the revenues and operating earnings of our operations. In addition, changes in national or regional economic conditions and levels of infrastructure and construction spending could also adversely affect the Company�s result of operations. These and other factors are described in the Company�s Annual Report on Form 10-K for the fiscal year ended March�31, 2014 and in its Quarterly Report on Form 10-Q for the fiscal quarter ended September�30, 2014. These reports are filed with the Securities and Exchange Commission. With respect to our acquisition of CRS Proppants, factors, risks and uncertainties that may cause actual events and developments to vary materially from those anticipated in forward-looking statements include, but are not limited to, failure to realize the expected synergies or other benefits of the transaction, significant transaction costs or unknown liabilities, changes in market conditions in the frac sand and related industries and general economic and business conditions that may affect us after the acquisition. All forward-looking statements made herein are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed herein will increase with the passage of time. The Company undertakes no duty to update any forward-looking statement to reflect future events or changes in the Company�s expectations.

For additional information, contact at 214/432-2000.

Steven R. Rowley

President and Chief Executive Officer

D. Craig Kesler

Executive Vice President and Chief Financial Officer

Robert S. Stewart

Executive Vice President, Strategy, Corporate Development and Communications

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Attachment�1		Statement�of�Consolidated�Earnings
Attachment�2		Revenues�and�Earnings�by�Lines�of�Business�(Quarter�and�Nine�Months)
Attachment�3		Sales�Volume,�Net�Sales�Prices�and�Intersegment�and�Cement�Revenues
Attachment�4		Consolidated Balance Sheets

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Eagle Materials Inc.

Attachment 1

Eagle Materials Inc.

Statement of Consolidated Earnings

(dollars in thousands, except per share data)

(unaudited)

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Quarter Ended December�31,

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Nine Months Ended December�31,

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�

2014

�

2013

�

2014

�

2013

�

Revenues

$

291,529

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$

228,812

��

$

842,588

��

$

708,502

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Cost of Goods Sold

�

212,380

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�

178,964

��

�

631,977

��

�

552,571

��

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Gross Profit

�

79,149

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�

49,848

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�

210,611

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�

155,931

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Equity in Earnings of Unconsolidated JV

�

12,423

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�

9,856

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�

34,274

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�

27,481

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Other, net

�

488

��

�

400

��

�

2,050

��

�

1,300

��

Acquisition and Litigation Expenses

�

(722

)�

�

�

��

�

(2,825

)�

�

�

��

Corporate General and Administrative Expense

�

(9,371

)�

�

(6,796

)�

�

(23,827

)�

�

(18,450

)�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Earnings before Interest and Income Taxes

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81,967

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�

53,308

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�

220,283

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�

166,262

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Interest Expense, Net

�

(4,101

)�

�

(4,475

)�

�

(12,054

)�

�

(14,225

)�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Earnings before Income Taxes

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77,866

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�

48,833

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�

208,229

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�

152,037

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Income Tax Expense

�

(25,836

)�

�

(17,212

)�

�

(68,170

)�

�

(50,412

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��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net Earnings

$

52,030

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$

31,621

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$

140,059

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$

101,625

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�

�

�

�

�

�

�

�

�

�

�

�

�

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EARNINGS PER SHARE

Basic

$

1.05

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$

0.64

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$

2.82

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$

2.07

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�

�

�

�

�

�

�

�

�

�

�

�

�

�

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Diluted

$

1.03

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$

0.63

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$

2.78

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$

2.03

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��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

AVERAGE SHARES OUTSTANDING

Basic

�

49,655,405

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�

49,294,010

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�

49,583,210

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�

49,091,476

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��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Diluted

�

50,411,147

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�

50,162,962

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�

50,375,619

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�

49,948,178

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�

�

�

�

�

�

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�

�

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�

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Eagle Materials Inc.

Attachment 2

Eagle Materials Inc.

Revenues and Segment Operating Earnings by Lines of Business

(dollars in thousands)

(unaudited)

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Quarter Ended December�31,

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Nine�Months�Ended December�31,

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�

2014

�

2013

�

2014

�

2013

�

Revenues*

Gypsum Wallboard and Paperboard:

Gypsum Wallboard

$

118,573

��

$

104,158

��

$

342,905

��

$

299,099

��

Gypsum Paperboard

�

25,631

��

�

19,703

��

�

70,349

��

�

59,646

��

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

144,204

��

�

123,861

��

�

413,254

��

�

358,745

��

Cement (Wholly Owned)

�

88,652

��

�

76,832

��

�

291,461

��

�

267,007

��

Oil and Gas Proppants

�

31,731

��

�

3,960

��

�

53,325

��

�

6,153

��

Concrete and Aggregates

�

26,942

��

�

24,159

��

�

84,548

��

�

76,597

��

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total

$

291,529

��

$

228,812

��

$

842,588

��

$

708,502

��

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Segment Operating Earnings

Gypsum Wallboard and Paperboard:

Gypsum Wallboard

$

40,013

��

$

30,730

��

$

114,443

��

$

90,234

��

Gypsum Paperboard

�

9,102

��

�

6,661

��

�

24,633

��

�

19,277

��

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

49,115

��

�

37,391

��

�

139,076

��

�

109,511

��

Cement:

Wholly Owned

�

25,155

��

�

16,155

��

�

62,261

��

�

49,970

��

Joint Venture

�

12,423

��

�

9,856

��

�

34,274

��

�

27,481

��

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

37,578

��

�

26,011

��

�

96,535

��

�

77,451

��

Oil and Gas Proppants

�

3,241

��

�

(2,161

)�

�

3,315

��

�

(3,967

)�

Concrete and Aggregates

�

1,638

��

�

(1,537

)�

�

5,959

��

�

417

��

Other, net

�

488

��

�

400

��

�

2,050

��

�

1,300

��

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Sub-total

�

92,060

��

�

60,104

��

�

246,935

��

�

184,712

��

Acquisition and Litigation Expenses

�

(722

)�

�

�

��

�

(2,825

)�

�

�

��

Corporate General and Administrative Expense

�

(9,371

)�

�

(6,796

)�

�

(23,827

)�

�

(18,450

)�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Earnings Before Interest and Income Taxes

$

81,967

��

$

53,308

��

$

220,283

��

$

166,262

��

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

*	Net of Intersegment and Joint Venture Revenues listed on Attachment 3

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Eagle Materials Inc.

Attachment 3

Eagle Materials Inc.

Sales Volume, Net Sales Prices and Intersegment and Joint Venture Revenues

(unaudited)

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�

Sales Volume

�

�

Quarter Ended December�31,

�

Nine Months Ended December�31,

�

�

2014

�

2013

�

Change

�

2014

�

2013

�

Change

�

Gypsum Wallboard (MMSF�s)

�

610

��

�

584

��

�

+4

%�

�

1,746

��

�

1,670

��

�

+5

%�

Cement (M Tons):

Wholly Owned

�

935

��

�

876

��

�

+7

%�

�

3,135

��

�

3,037

��

�

+3

%�

Joint Venture

�

270

��

�

239

��

�

+13

%�

�

837

��

�

753

��

�

+11

%�

��

�

�

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

��

�

�

�

�

1,205

��

�

1,115

��

�

+8

%�

�

3,972

��

�

3,790

��

�

+5

%�

Paperboard (M Tons):

Internal

�

28

��

�

27

��

�

+4

%�

�

83

��

�

79

��

�

+5

%�

External

�

49

��

�

39

��

�

+26

%�

�

136

��

�

118

��

�

+15

%�

��

�

�

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

��

�

�

�

�

77

��

�

66

��

�

+17

%�

�

219

��

�

197

��

�

+11

%�

Concrete (M Cubic Yards)

�

246

��

�

231

��

�

+6

%�

�

767

��

�

723

��

�

+6

%�

Aggregates (M Tons)

�

682

��

�

709

��

�

-4

%�

�

2,372

��

�

2,606

��

�

-9

%�

�

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Average Net Sales Price*

�

�

Quarter Ended December�31,

�

Nine Months Ended December�31,

�

�

2014

�

2013

�

Change

�

2014

�

2013

�

Change

�

Gypsum Wallboard (MSF)

$

158.95

��

$

143.40

��

�

+11

%�

$

160.23

��

$

144.54

��

�

+11

%�

Cement (Ton)

$

93.76

��

$

87.01

��

�

+8

%�

$

91.43

��

$

86.10

��

�

+6

%�

Paperboard (Ton)

$

504.30

��

$

504.08

��

�

0

%�

$

505.09

��

$

504.64

��

�

0

%�

Concrete (Cubic Yard)

$

89.00

��

$

84.88

��

�

+5

%�

$

86.77

��

$

82.02

��

�

+6

%�

Aggregates (Ton)

$

7.36

��

$

6.46

��

�

+14

%�

$

7.54

��

$

6.70

��

�

+13

%�

�

*	Net of freight and delivery costs billed to customers.

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Intersegment and Cement Revenues

�

�

Quarter Ended December�31,

�

Nine�Months�Ended December�31,

�

�

2014

�

2013

�

2014

�

2013

�

Intersegment Revenues:

Cement

$

2,489

��

$

2,556

��

$

7,760

��

$

7,503

��

Paperboard

�

14,305

��

�

13,993

��

�

42,645

��

�

40,855

��

Concrete and Aggregates

�

174

��

�

217

��

�

691

��

�

889

��

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

$

16,968

��

$

16,766

��

$

51,096

��

$

49,247

��

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Cement Revenues:

Wholly Owned

$

88,652

��

$

76,832

��

$

291,461

��

$

267,007

��

Joint Venture

�

32,907

��

�

26,190

��

�

98,624

��

�

81,972

��

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

$

121,559

��

$

103,022

��

$

390,085

��

$

348,979

��

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

�

7

---

Eagle Materials Inc.

Attachment 4

Eagle Materials Inc.

Consolidated Balance Sheets

(dollars in thousands)

(unaudited)

�

�

December�31,

�

March�31, 2014*

�

�

2014

�

2013

�

ASSETS

Current Assets �

Cash and Cash Equivalents

$

13,697

��

$

7,424

��

$

6,482

��

Accounts and Notes Receivable, net

�

136,823

��

�

96,357

��

�

102,917

��

Inventories

�

207,043

��

�

173,871

��

�

187,096

��

Federal Income Tax Receivable

�

�

��

�

�

��

�

�

��

Prepaid and Other Assets

�

4,995

��

�

5,074

��

�

10,465

��

��

�

�

�

�

�

�

�

�

�

�

�

Total Current Assets

�

362,558

��

�

282,726

��

�

306,960

��

��

�

�

�

�

�

�

�

�

�

�

�

Property, Plant and Equipment �

�

1,929,177

��

�

1,647,138

��

�

1,660,975

��

Less: Accumulated Depreciation

�

(724,351

)�

�

(662,734

)�

�

(676,924

)�

��

�

�

�

�

�

�

�

�

�

�

�

Property, Plant and Equipment, net

�

1,204,826

��

�

984,404

��

�

984,051

��

Investments in Joint Venture

�

47,167

��

�

41,178

��

�

43,008

��

Notes Receivable

�

2,890

��

�

3,208

��

�

3,063

��

Goodwill and Intangibles

�

206,208

��

�

161,117

��

�

160,690

��

Other Assets

�

34,402

��

�

14,631

��

�

13,757

��

��

�

�

�

�

�

�

�

�

�

�

�

$

1,858,051

��

$

1,487,264

��

$

1,511,529

��

��

�

�

�

�

�

�

�

�

�

�

�

LIABILITIES AND STOCKHOLDERS� EQUITY

Current Liabilities �

Accounts Payable

$

68,466

��

$

47,586

��

$

57,098

��

Accrued Liabilities

�

45,269

��

�

39,622

��

�

41,520

��

Federal Income Tax Payable

�

1,508

��

�

6,835

��

�

702

��

Current Portion of Long-term Debt

�

57,045

��

�

9,500

��

�

9,500

��

��

�

�

�

�

�

�

�

�

�

�

�

Total Current Liabilities

�

172,288

��

�

103,543

��

�

108,820

��

��

�

�

�

�

�

�

�

�

�

�

�

Long-term Liabilities

�

84,911

��

�

52,317

��

�

53,678

��

Bank Credit Facility

�

335,000

��

�

200,000

��

�

189,000

��

Senior Notes

�

125,714

��

�

182,759

��

�

182,759

��

Deferred Income Taxes

�

167,116

��

�

143,217

��

�

145,773

��

Stockholders� Equity �

Preferred Stock, Par Value $0.01; Authorized 5,000,000 Shares; None Issued

�

�

��

�

�

��

�

�

��

Common Stock, Par Value $0.01; Authorized 100,000,000 Shares; Issued and Outstanding 50,277,425; 49,964,881 and 50,053,738 Shares, respectively

�

503

��

�

500

��

�

501

��

Capital in Excess of Par Value

�

269,736

��

�

246,161

��

�

253,524

��

Accumulated Other Comprehensive Losses

�

(5,165

)�

�

(6,577

)�

�

(5,483

)�

Retained Earnings

�

707,948

��

�

565,344

��

�

582,957

��

��

�

�

�

�

�

�

�

�

�

�

�

Total Stockholders� Equity

�

973,022

��

�

805,428

��

�

831,499

��

��

�

�

�

�

�

�

�

�

�

�

�

$

1,858,051

��

$

1,487,264

��

$

1,511,529

��

��

�

�

�

�

�

�

�

�

�

�

�

�

*	From audited financial statements.

�

8

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