UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported):
January 30, 2008

Eagle Materials Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		1-12984 (Commission File Number)		75-2520779 (IRS Employer Identification No.)

3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas (Address of principal executive offices)		75219 (Zip code)

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

Not Applicable
(Former name or former address if changed from last report)

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 CFR 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))

 

 

Item 2.02		Results of Operations and Financial Condition

     On January 30, 2008, Eagle Materials Inc., a Delaware corporation (“Eagle”), announced its results of operations for the quarter ended December 31, 2007. 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

Exhibit Number		Description
99.1		Earnings Press Release dated January 30, 2008 issued by Eagle Materials Inc. (announcing quarterly operating results)

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.

Date: January 30, 2008

EXHIBIT INDEX

Exhibit Number		Description
99.1		Earnings Press Release dated January 30, 2008 issued by Eagle Materials Inc. (announcing quarterly operating results)

Exhibit 99.1

		Contact at 214/432-2000
		Steven R. Rowley
		President & CEO
		Arthur R. Zunker, Jr.
		Senior Vice President & CFO

News For Immediate Release

EAGLE MATERIALS INC. REPORTS
THIRD QUARTER RESULTS

          (Dallas, TX January 30, 2008): Eagle Materials Inc. (NYSE: EXP) today reported financial results for the third quarter of fiscal 2008 ended December 31, 2007. Eagle produces and distributes Gypsum Wallboard, Cement, Recycled Paperboard and Concrete and Aggregates. The following are highlights of our third quarter results:

•		RECORD HIGH THIRD QUARTER SALES VOLUME IN CEMENT — 850,000 TONS SOLD DURING THE QUARTER
•		RECORD HIGH QUARTERLY CEMENT AVERAGE NET SALES PRICE
•		WALLBOARD NET SALES PRICE AVERAGED $100 PER THOUSAND SQUARE FEET DURING THE QUARTER, A 37% DECLINE
•		WALLBOARD VOLUMES ONLY DECLINED 8% DURING THE QUARTER
•		COMPLETED CONSTRUCTION OF NEW WALLBOARD PLANT IN GEORGETOWN, SOUTH CAROLINA AND COMMENCED START-UP
•		REPURCHASED 1,088,900 SHARES OF OUR STOCK SINCE SEPTEMBER 30, 2007

     For the quarter ended December 31, 2007, revenues and net earnings were $173.0 million and $22.4 million, respectively. Revenues decreased 19% from the prior year third quarter and net earnings decreased 45% from the same period. Diluted earnings per share for the third quarter of fiscal 2008 were $0.50 compared with $0.83 in the same period a year ago, a 40% decline.

     Our cement operations continued to perform well, and Eagle set a record for third quarter cement operating earnings. Demand for cement in the U.S. remains approximately 20% greater than domestic supply, requiring high-priced imports to fill the shortfall. Price increases have been announced in all of our cement markets for April 2008.

     Continued weak residential activity during the quarter put downward pressure on wallboard sales volumes and sales prices. Industry wallboard shipments for the quarter were down 12% compared to the prior year’s third quarter. However, the rate of decline in wallboard pricing slowed substantially during the last half of the quarter. Our wallboard net sales price averaged approximately $100 for the quarter.

     Since September 30, 2007, Eagle has repurchased 1,088,900 shares of its stock, at an average purchase price of $31.99 per share; leaving 717,300 shares available under its current repurchase authorization.

     Additionally, construction of our new wallboard plant in Georgetown, South Carolina was completed during the quarter. The start-up of the new wallboard plant has commenced, and we expect commercial sales to begin in February.

GYPSUM WALLBOARD

          Gypsum Wallboard revenues for the third quarter totaled $73.4 million, a 36% decrease from the $114.4 million for the same quarter a year ago. Gypsum Wallboard’s third quarter operating earnings were $6.9 million, down 83% from the $41.6 million for the same quarter last year. The revenue and earnings decline for the quarter resulted primarily from lower sales prices combined with lower sales volumes. The average net sales price for this fiscal year’s third quarter was $100.32 per MSF, 37% below the $159.73 per MSF for the same quarter last year. Gypsum Wallboard sales volume of 545 million square feet (MMSF) for the quarter declined 8% from the prior year’s third quarter.

CEMENT

          Operating earnings from Cement increased 60% to $26.6 million for the third quarter this year from $16.6 million for the same quarter last year. Cement revenues, including joint venture and intersegment revenues, for the third quarter totaled $85.8 million, 10% greater than the $77.7 million for the same quarter a year ago. Cement sales volume for the third quarter totaled 850,000 tons, 9% above the 779,000 tons for the same quarter last year. Eagle was able to meet these increased market requirements with additional manufacturing production from our recently expanded Illinois Cement plant and by continuing to supplement our markets with lower margin purchased cement. Eagle’s purchased cement sales volumes for the quarter declined to approximately 173,000 tons, or 20% of total sales volume, versus approximately 241,000 tons in the prior year’s third quarter. The average net sales price for this fiscal year’s third quarter was the highest quarterly average net sales price in Eagle’s history and was 3% greater than the prior year’s third quarter.

PAPERBOARD

          Eagle’s Paperboard operation reported third quarter revenues, including sales to Eagle’s Wallboard operations, of $32.1 million which was 7% greater than last year’s third quarter. Paperboard operating earnings of $5.1 million for the third quarter this year were up 2% from last year’s third quarter. While the quarterly earnings comparative was positive, the results reflect a significant increase in the cost of recycled fiber and reduced sales of gypsum linerboard offset by the favorable settlement of an outstanding lawsuit. For this year’s third quarter, Paperboard sales volume was 65,000 tons, flat from last year’s third quarter. This year’s third quarter average net sales price of $486.23 per ton was a record high and was 7% above last year’s third quarter average net sales price of $455.82 per ton.

CONCRETE AND AGGREGATES

          Revenues from Concrete and Aggregates were $22.4 million for this year’s third quarter, 9% less than the $24.7 million for the third quarter a year ago. Concrete and Aggregates reported a $3.1 million operating profit for this year’s third quarter, down 27% from the $4.3 million operating profit for the same quarter last year, primarily due to lower sales volumes in Northern California for both concrete and aggregates.

          Concrete sales volume decreased 3% for the third quarter this year to 215,000 cubic yards from 221,000 cubic yards for the same quarter last year. Our Concrete quarterly average net sales price of $77.88 per cubic yard for the third quarter of fiscal 2008 was a record high for

Eagle and was 6% higher than the $73.34 per cubic yard for the third quarter a year ago. Our Aggregates operation reported sales volume of 862,000 tons for the current quarter, 28% less than the third quarter last year. Our Aggregates quarterly average net sales price was $6.49 during the third quarter and was 7% below last year’s third quarter Aggregates average net sales price. The pricing decline reflects an increase in sales volumes in Texas where our average net sales price is lower relative to Northern California.

DETAILS OF FINANCIAL RESULTS

          We conduct one of our cement plant operations through a 50/50 joint venture, Texas Lehigh Cement Company LP (the “Joint Venture”). We utilize the equity method of accounting for our 50% interest in the Joint Venture. For segment reporting purposes only, 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 within 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 4 for a reconciliation of the amounts referred to above.

          EXP’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 Thursday, January 31, 2008. The conference call will be webcast simultaneously on the EXP Web site http://www.eaglematerials.com. A replay of the webcast and the presentation will be archived on that site for one year. For more information, contact EXP at 214-432-2000.

###

     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; availability of raw materials; changes in energy costs including, without limitation, natural gas and oil; changes in the cost and availability of transportation; unexpected operational difficulties; inability to timely execute announced capacity expansions; governmental regulation and changes in governmental and public policy (including climate change regulation); 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 natural gas 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, 2007 and in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007. These reports are filed with the Securities and Exchange Commission. 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

Arthur R. Zunker, Jr.
Senior Vice President and Chief Financial Officer

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

Eagle Materials Inc.
Attachment 1

Eagle Materials Inc.
Summary of Consolidated Earnings
(dollars in thousands, except per share data)
(unaudited)

		Quarter Ended December 31,
		2007				2006				Change
Revenues		$	173,005			$	214,179				-19	%
Earnings Before Income Taxes		$	31,954			$	61,351				-48	%
Net Earnings		$	22,375			$	40,917				-45	%
Earnings Per Share:
- Basic		$	0.51			$	0.85				-40	%
- Diluted		$	0.50			$	0.83				-40	%
Average Shares Outstanding:
- Basic			44,019,262				48,354,882				-9	%
- Diluted			44,596,051				49,011,353				-9	%

		Nine Months Ended December 31,
		2007				2006				Change
Revenues		$	604,705			$	730,621				-17	%
Earnings Before Income Taxes		$	139,778			$	250,299				-44	%
Net Earnings		$	95,856			$	166,104				-42	%
Earnings Per Share:
- Basic		$	2.07			$	3.36				-38	%
- Diluted		$	2.05			$	3.31				-38	%
Average Shares Outstanding:
- Basic			46,227,109				49,415,067				-6	%
- Diluted			46,834,390				50,117,681				-7	%

Eagle Materials Inc.
Attachment 2

Eagle Materials Inc.
Revenues and Earnings by Lines of Business
(dollars in thousands)
(unaudited)

		Quarter Ended December 31,
		2007				2006				Change
Revenues*
Gypsum Wallboard		$	73,371			$	114,411				-36	%
			43	%			54	%
Cement (Wholly Owned)			57,697				56,408				2	%
			33	%			26	%
Paperboard			19,433				18,632				4	%
			11	%			9	%
Concrete & Aggregates			22,148				24,245				-9	%
			13	%			11	%
Other, net			356				483				-26	%
			0	%			0	%
Total		$	173,005			$	214,179				-19	%
			100	%			100	%
Operating Earnings
Gypsum Wallboard		$	6,878			$	41,577				-83	%
			16	%			62	%
Cement:
Wholly Owned			16,746				9,048				85	%
Joint Venture			9,854				7,596				30	%
			26,600				16,644				60	%
			63	%			24	%
Paperboard **			5,096				4,990				2	%
			12	%			7	%
Concrete & Aggregates			3,135				4,320				-27	%
			8	%			6	%
Other, net			356				483				-26	%
			1	%			1	%
Total Operating Earnings			42,065				68,014				-38	%
			100	%			100	%
Corporate General Expenses			(4,300	)			(5,622	)
Interest Expense, net			(5,811	)			(1,041	)
Earnings Before Income Taxes		$	31,954			$	61,351				-48	%

Eagle Materials Inc.
Attachment 3

Eagle Materials Inc.
Revenues and Earnings by Lines of Business
(dollars in thousands)
(unaudited)

		Nine Months Ended December 31,
		2007				2006				Change
Revenues*
Gypsum Wallboard		$	266,761			$	399,685				-33	%
			44	%			55	%
Cement (Wholly Owned)			204,069				194,793				5	%
			34	%			27	%
Paperboard			61,947				56,948				9	%
			10	%			8	%
Concrete & Aggregates			70,434				75,433				-7	%
			12	%			10	%
Other, net			1,494				3,762				-60	%
			0	%			0	%
Total		$	604,705			$	730,621				-17	%
			100	%			100	%
Operating Earnings
Gypsum Wallboard		$	49,298			$	164,370				-70	%
			29	%			61	%
Cement:
Wholly Owned			65,223				48,974				33	%
Joint Venture			25,304				24,594				3	%
			90,527				73,568				23	%
			54	%			28	%
Paperboard **			15,232				14,447				5	%
			9	%			5	%
Concrete & Aggregates			11,286				13,106				-14	%
			7	%			5	%
Other, net			1,494				3,762				-60	%
			1	%			1	%
Total Operating Earnings			167,837				269,253				-38	%
			100	%			100	%
Corporate General Expenses			(14,393	)			(15,034	)
Interest Expense, net			(13,666	)			(3,920	)
Earnings Before Income Taxes		$	139,778			$	250,299				-44	%

Eagle Materials Inc.
Attachment 4

Eagle Materials Inc.
Sales Volume, Net Sales Prices and Intersegment and Joint Venture Revenues
(unaudited)

		Sales Volume
		Quarter Ended												Nine Months Ended
		December 31,												December 31,
		2007				2006				Change				2007				2006				Change
Gypsum Wallboard (MMSF’s)			545				590				-8	%			1,799				1,982				-9	%
Cement (M Tons):
Wholly Owned			571				572				0	%			2,029				1,994				2	%
Joint Venture			279				207				35	%			792				619				28	%
			850				779				9	%			2,821				2,613				8	%
Paperboard (M Tons):
Internal			23				22				5	%			73				80				-9	%
External			42				43				-2	%			135				132				2	%
			65				65				0	%			208				212				-2	%
Concrete (M Cubic Yards)			215				221				-3	%			645				692				-7	%
Aggregates (M Tons)			862				1,201				-28	%			3,203				3,969				-19	%

		Average Net Sales Price*
		Quarter Ended												Nine Months Ended
		December 31,												December 31,
		2007				2006				Change				2007				2006				Change
Gypsum Wallboard (MSF)		$	100.32			$	159.73				-37	%		$	113.64			$	168.03				-32	%
Cement (Ton)		$	96.31			$	93.81				3	%		$	96.07			$	92.45				4	%
Paperboard (Ton)		$	486.23			$	455.82				7	%		$	481.08			$	450.70				7	%
Concrete (Cubic Yard)		$	77.88			$	73.34				6	%		$	76.18			$	70.95				7	%
Aggregates (Ton)		$	6.49			$	6.97				-7	%		$	6.92			$	6.84				1	%

		Intersegment and Cement Revenues
		Quarter Ended								Nine Months Ended
		December 31,								December 31,
		2007				2006				2007				2006
Intersegment Revenues:
Cement		$	2,431			$	2,654			$	7,262			$	7,491
Paperboard			12,658				11,281				40,053				40,664
Concrete and Aggregates			222				467				902				1,226
		$	15,311			$	14,402			$	48,217			$	49,381
Cement Revenues:
Wholly Owned		$	57,697			$	56,408			$	204,069			$	194,793
Joint Venture			25,690				18,676				72,718				55,756
		$	83,387			$	75,084			$	276,787			$	250,549

Eagle Materials Inc.
Attachment 5

Eagle Materials Inc.
Consolidated Balance Sheets
(dollars in thousands)
(unaudited)

		December 31,								March 31,
		2007				2006				2007*
ASSETS
Current Assets —
Cash and Cash Equivalents		$	65,820			$	61,797			$	17,215
Accounts and Notes Receivable, net			53,217				69,363				77,486
Inventories			85,998				66,663				78,908
Total Current Assets			205,035				197,823				173,609
Property, Plant and Equipment —			1,059,235				954,411				986,821
Less: Accumulated Depreciation			(362,460	)			(325,436	)			(333,641	)
Property, Plant and Equipment, net			696,775				628,975				653,180
Notes Receivable			7,546				8,565				8,270
Investments in Joint Venture			39,166				42,692				43,862
Goodwill and Intangibles			69,740				67,377				70,218
Other Assets			104,304				18,503				22,271
		$	1,122,566			$	963,935			$	971,410
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities —
Accounts Payable		$	47,350			$	51,846			$	52,359
Accrued Liabilities			57,273				59,365				55,665
Total Current Liabilities			104,623				111,211				108,024
Senior Notes			400,000				200,000				200,000
Bank Credit Facility			—				—				—
Deferred Income Taxes			183,219				115,442				117,340
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 44,034,925, 48,316,090 and 47,909,103 Shares, respectively.			440				483				479
Capital in Excess of Par Value			—				—				—
Accumulated Other Comprehensive Losses			(850	)			(1,404	)			(850	)
Retained Earnings			435,134				538,203				546,417
Total Stockholders’ Equity			434,724				537,282				546,046
		$	1,122,566			$	963,935			$	971,410