Edgar Filing: EAGLE MATERIALS INC

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Form 11-K

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

Commission file number 1-12984

PROFIT SHARING PLAN AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

(Full title of the plan)

EAGLE MATERIALS INC.

3811 Turtle Creek Blvd, Suite 1100

Dallas, Texas 75219

(Name of issuer and address of principal executive office)

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

AT DECEMBER 31, 2011 AND 2010

AND FOR THE YEAR ENDED DECEMBER 31, 2011


	PAGE NO.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		1

AUDITED FINANCIAL STATEMENTS:

Statements of Net Assets Available for Benefits		2

Statement of Changes in Net Assets Available for Benefits		3

Notes to Financial Statements		4

SUPPLEMENTAL SCHEDULE:

Schedule H; Line 4i – Schedule of Assets (Held at End of Year)		17

Report of Independent Registered Public Accounting Firm

To the Administrative Committee

Profit Sharing and Retirement Plan of Eagle Materials Inc.:

We have audited the accompanying statements of net assets available for benefits of the Profit Sharing and Retirement Plan of Eagle Materials Inc. (the “Plan”) as of December 31, 2011 and 2010, and the related statement of changes in net assets available for benefits for the year ended December 31, 2011. These financial statements are the responsibility of the Plan’s Management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2011 and 2010, and the changes in net assets available for benefits for the year ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2011 is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

A Limited Liability Partnership

Certified Public Accountants

June 28, 2012

Arlington, Texas

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS


	December 31
	2011			2010
Assets:
Investments in the Eagle Materials Inc. Plans Master Trust, at fair value	$	43,165,403		$	43,161,943
Adjustment from fair value to contract value for fully benefit-responsive investment contracts held by a common/collective trust (Note 2)		(84,720	)		(22,864	)

Total Investments		43,080,683			43,139,079

Notes receivable		1,084,682			737,979
Employers’ contribution receivable		2,030,335			1,908,225

Net Assets Available for Benefits	$	46,195,700		$	45,785,283

See accompanying notes to financial statements.

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEAR ENDED DECEMBER 31, 2011


Additions:
Participating Employers’ contributions	$	2,030,335
Participant contributions		2,001,447
Participant rollovers		54,802
Interest in the Eagle Materials Inc. Plans Master Trust investment income		(711,079	)
Interest income on participant loans		44,947

Total Additions		3,420,452

Deductions:
Distributions to participants		(3,000,222	)
Administrative expenses		(9,813	)

Total Deductions		(3,010,035	)

Net Increase		410,417

Net Assets Available for Benefits:
Beginning of year		45,785,283

End of year	$	46,195,700

See accompanying notes to financial statements.

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 1. DESCRIPTION OF THE PLAN

The following description of the Profit Sharing and Retirement Plan of Eagle Materials Inc. (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

The Plan, adopted April 1, 1994 and amended and restated January 1, 2001, is a defined contribution retirement plan covering eligible employees of Eagle Materials Inc. (the Company or Eagle Materials) and eligible employees of certain subsidiaries of the Company, which have adopted the Plan with the Company’s consent. The Company and certain subsidiaries collectively comprise the “Participating Employers”. The Plan is administered by an Administrative Committee (the Committee) appointed by the Board of Directors of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

Participants enter the Plan, for profit sharing purposes, on the first January 1 or July 1 after their date of hire. All salaried employees of Participating Employers are eligible to participate in the Plan provided the employee is not a member of a group or class of employees covered by a collective bargaining agreement, unless such agreement extends the Plan to such group or class of employees. There are no such employees at December 31, 2011. Participants may also contribute amounts representing distributions from other qualified defined benefit and defined contribution plans.

Contributions

The Plan permits participants to contribute pre-tax up to 70% of their compensation, up to a statutory limit, as defined by the Plan, to a 401(k) account upon the date of hire. The Plan also permits participant voluntary (after-tax) contributions of up to 10% of compensation, as defined by the Plan. Total contributions to a participant’s account are limited to a maximum of 100% of compensation (or $49,000, whichever is less) for participant contributions, Participating Employers’ contributions and participant voluntary (after-tax) contributions.

Employer discretionary profit sharing contributions are made by the Participating Employers as determined by their respective Boards of Directors. Profit sharing contributions are made to all qualifying participants employed on December 31 of each year, and are allocated to participant accounts on a pro rata basis determined by each participant’s annual compensation.

The Participating Employers, at their sole discretion, may also make qualified non-elective contributions to the Plan. No such qualified non-elective contributions were made for the 2011 plan year. Forfeitures may be used to reduce employer profit sharing contributions or administrative expenses of the Plan. Accrued discretionary employer profit sharing contributions to the Plan were reduced by assumed forfeitures of $90,000 at December 31, 2011.

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 1. DESCRIPTION OF THE PLAN (continued)

Participants direct the investment of their accounts into various registered investment company funds, a common/collective trust fund or the Eagle Materials Common Stock Fund (the EXPSF). Another fund, the Centex Common Stock Fund (the CCSF), exists for those employees who chose to retain their balance in this fund upon transfer of all of their balances from the Profit Sharing and Retirement Plan of Centex Corporation to the Plan in 1994. No additional contributions to the CCSF are permitted. Both the EXPSF and CCSF are unitized stock funds.

Participants may allocate up to 15% of employer and participant (before- and after-tax) contributions to the EXPSF, whereas up to 100% may be allocated to any other investment option (except the CCSF) offered by the Plan.

Vesting

For Employer Profit Sharing Contributions made with respect to Plan years beginning on or before December 31, 2006:


Years of Service	Vested Percent
Less than 2		0	%
2		10	%
3		20	%
4		40	%
5		60	%
6		80	%
7 or more		100	%

For Employer Profit Sharing Contributions made with respect to Plan years beginning on January 1, 2007:


Years of Service	Vested Percent
Less than 2		0	%
2		20	%
3		40	%
4		60	%
5		80	%
6 or more		100	%

If a participant terminates service when the participant’s vested accrued benefit is zero, the participant is deemed to have received a distribution of such vested benefit as of the last day of the Plan year in which he/she incurs a break in service.

Participants are always fully vested in their participant and voluntary contributions, related earnings, and participant rollovers, as well as being fully vested in the event of full and permanent disability or death.

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 1. DESCRIPTION OF THE PLAN (continued)

The Plan provides for distributions when a participant terminates employment and the present value of the participant’s vested accrued benefit is equal to or less than $5,000. A summary of such provisions follows:

•

Upon termination of service, if the fair value of a participant’s vested accrued benefit is $5,000 or less, the Committee shall direct Fidelity Management Trust Company (“the Trustee”) to distribute the present value of the participant’s vested balance in a single sum. In the event of a mandatory distribution greater than $1,000 (but less than $5,000), if the participant does not elect to have such distribution paid directly to an eligible retirement plan or to receive the distribution, then the Committee will pay the distribution in a Direct Rollover to an individual retirement plan designated by the Committee.

•

If a participant terminates service when the participant’s vested accrued benefit is zero, the participant is deemed to receive a distribution of his entire vested accrued benefit as of the day of termination.

Notes Receivable

Notes receivable from participants represent loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Plan participants may borrow from their accounts an amount generally not to exceed the lesser of $50,000 or 50% of their vested account balance. The repayment terms of loans may not exceed five years except for loans used to acquire a principal residence. Each loan bears interest at the Wall Street Journal prime rate plus one percent. Principal and interest are paid ratably through automatic payroll deductions. No allowance for credit losses has been recorded as of December 31, 2011 or 2010. If a participant ceases to make loan repayments and the plan administrator deems the loan to be a distribution, notes receivable from participants is reduced and a benefit payment is recorded.

Administrative Expenses

Certain administrative expenses of the Plan are paid by the Company. The Plan is not required to reimburse the Company for any administrative expenses paid by the Company. Expenses not paid by the Company are paid by the Plan.

Distributions

In accordance with the Plan document, distribution of a participant’s vested account is available upon the participant’s retirement, death, disability, termination of employment, or attainment of age 59¹/2; or distribution is available to satisfy a financial hardship meeting the requirements of the Internal Revenue Service (IRS) regulations. Distributions are made in a lump-sum payment, a direct rollover distribution, or a combination thereof.

Plan Termination

Although there is no intention to do so, the Company has the right to discontinue contributions and terminate the Plan subject to the provisions of ERISA. The Plan provides that, in the event of plan termination, participants will become fully vested in their Participating Employers’ contributions, and the method of distribution of assets will be in accordance with the provisions of ERISA.

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared on the accrual basis of accounting. Distributions to participants are recorded when paid.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Valuation of Investments

All of the Plan’s investments, except for participant loans, are commingled with the investments of the Eagle Materials Inc. Hourly Profit Sharing Plan (the Eagle Hourly Plan) in the Eagle Materials Inc. Plans Master Trust (“the Master Trust”). The Master Trust is governed by a trust agreement with the Trustee which is held accountable by and reports to the Committee.

Investments included in the Master Trust are valued at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan presents the net change in fair value of mutual funds and common and collective trusts, which consists of realized gains or losses, unrealized appreciation (depreciation), and any income or capital gain distributions from such investments, in the accompanying statement of changes in net assets available for benefits.

Investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts, because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in investment contracts through a collective trust. Contract value for this collective trust is based on the net asset value of the fund as reported by the investment advisor. The Statement of Net Assets Available for Benefits presents the fair value of the investment in the collective trust as well as the adjustment of the investment in the collective trust from fair value to contract value relating to the investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

Under the Fair Value Measurements and Disclosures topic of the Codification, ASC 820, disclosures are required about how fair value is determined for assets and liabilities and a hierarchy for which these assets and liabilities must be grouped is established, based on significant levels of inputs as follows:

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Level 1 —

Quoted prices in active markets for identical assets or liabilities.

Level 2 —

Inputs other than quoted prices included in level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 —

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

Common Stock

Common stock is valued at the closing price reported on the New York Stock Exchange Composite Listing and is classified within level 1 of the valuation hierarchy.

Mutual Funds

These investments are public investment vehicles valued using the Net Asset Value (“NAV”) provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV is a quoted price in an active market and classified within level 1 of the valuation hierarchy.

Common/Collective Investment Trust

The Plan holds an investment in the Fidelity Managed Income Portfolio (“Fund”), which is managed by Fidelity Management Trust Company and invests in assets (typically fixed-income securities or bond funds and may include derivative instruments such as futures contracts and swap agreements), enters into wrap contracts (“Wrap”) issued by third parties and invests in cash equivalents represented by shares in money market funds. A Wrap is a contract with an insurance company or bank, which absorbs any gains or losses caused by market fluctuations. The Wrap allows investors to hold their investments at the original par or book value plus accrued interest, resulting in stable rates of return. The fair value of the units of this investment is based on the fair value of the underlying investments, and a NAV can be calculated for this Fund. Audited financial statements are available for this investment. The Fund intends to hold only assets whose fair market value is the contract value of the investment. Income is calculated daily and the amount of income is dependent on contract interest rates, contract maturities, and new investments in the Fund. This investment is a fully benefit-responsive fund; however, it does contain several redemption restrictions: redemptions by plan participants to reinvest in options that compete with the Fund may be delayed for up to 90 days, and full or partial plan sponsor directed redemptions or terminations may be delayed for up to 365 days.

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Below is the Plan’s share of Master Trust investments carried at fair value on a recurring basis by the fair value hierarchy levels described above:


	At December 31, 2011
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Common stock:
Building Materials	$	3,739,630	$	—	$	—	$	3,739,630

Total common stock		3,739,630		—		—		3,739,630

Mutual funds:
Index funds		4,875,395		—		—		4,875,395
Lifecycle funds		17,948,825		—		—		17,948,825
Fixed income funds		3,769,528		—		—		3,769,528
Growth funds		7,429,822		—		—		7,429,822
International growth funds		1,967,177		—		—		1,967,177

Total mutual funds		35,990,747		—		—		35,990,747

Common/Collective trust		—		3,350,306		—		3,350,306

	$	39,730,377	$	3,350,306	$	—	$	43,080,683

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)


	At December 31, 2010
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Common stock:
Building Materials	$	2,909,143	$	—	$	—	$	2,909,143

Total common stock		2,909,143		—		—		2,909,143

Mutual funds:
Index funds		4,925,353		—		—		4,925,353
Lifecycle funds		18,068,830		—		—		18,068,830
Fixed income funds		3,572,509		—		—		3,572,509
Growth funds		7,546,525		—		—		7,546,525
International growth funds		2,492,382		—		—		2,492,382

Total mutual funds		36,605,599		—		—		36,605,599

Common/Collective trust		—		3,624,337		—		3,624,337

	$	39,514,742	$	3,624,337	$	—	$	43,139,079

Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.

All security transactions are recorded on the trade date. Gains and losses on the disposals of investments are determined based on the average cost of all securities. Dividend income is recorded on the effective date of a declared dividend. Income from other investments is recorded as earned on an accrual basis.

The Master Trust allocates net investment income/(loss) to the Plan based on the ratio of fair values of the Plan’s investment in each Master Trust account. Net investment income is then allocated to participants on a pro rata basis. Administrative expenses for the year ended December 31, 2011, include Trustee and record keeper fees. Fund management fees are charged directly to the Master Trust and therefore are included in the net change in fair value of investments for the Master Trust. Administrative expenses are allocated pro rata to the Plan and the Eagle Hourly Plan.

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 3. INTEREST IN THE MASTER TRUST

The fair value of the commingled investments of the participating plans in the Master Trust accounts at December 31, 2011 and 2010, and the undivided percentage interests the Plan holds in each of the Master Trust accounts are summarized as follows:

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011


	2011					2010
			Percentage					Percentage
	Fair Value		Interest			Fair Value		Interest
Registered Investment Companies
Vanguard Inflation Protected Securities	$	852,345		97.40	%	$	151,103		98.40	%
JPMorgan Mid Cap Growth Select		1,805,575		67.60	%		2,084,970		68.90	%
American Beacon Funds Small Cap Value Intitutional		1,313,671		80.20	%		1,176,997		76.40	%
Legg Mason CBA Aggressive Growth I		393,114		56.00	%		416,898		54.70	%
American Beacon Funds Large Cap Value Institutional		1,661,565		68.20	%		1,594,518		66.90	%
Baron Small Cap Institutional		584,664		80.60	%		534,258		79.80	%
Fidelity Low-Priced Stock Fund		3,996,084		83.00	%		4,218,774		82.70	%
Fidelity Diversified International Fund		—		0.00	%		3,053,283		81.60	%
Fidelity Freedom Income Fund		696,164		87.20	%		290,343		62.40	%
Fidelity Freedom 2000 Fund		4,528,983		41.20	%		4,909,394		40.50	%
Fidelity Freedom 2010 Fund		5,988,959		80.00	%		6,627,231		81.60	%
Fidelity Freedom 2020 Fund		8,998,412		79.20	%		8,941,326		79.40	%
Fidelity Freedom 2030 Fund		3,955,236		58.60	%		3,712,010		59.20	%
Fidelity Freedom 2040 Fund		2,567,447		48.20	%		2,534,630		47.00	%
Spartan Extended Market Index Fund		1,314,465		78.60	%		1,451,075		79.80	%
Fidelity Retirement Money Market		212,797		90.50	%		16,643		99.30	%
Spartan 500 Index Investment		5,059,473		76.00	%		4,944,506		76.20	%
Fidelity U.S. Bond Income Fund		3,662,502		75.00	%		4,095,782		76.20	%
Spartan St. Treasury Index Investment		—		0.00	%		287,432		100.00	%
Brokerage Link		978,381		100.00	%		—		0.00	%
Mainstay Large Capital Growth 1		12,325		100.00	%		—		0.00	%
Harbor International Administrative		2,451,891		80.20	%		—		0.00	%
Spartan International Index		100		100.00	%		—		0.00	%

		51,034,153					51,041,173
Eagle Materials Common Stock Fund
Eagle Materials Common Stock		3,326,685					3,495,570
Interest-Bearing Cash Equivalent		—					—

		3,326,685		83.00	%		3,495,570		83.20	%
Common/Collective Trust
Fidelity Managed Income Portfolio Fund		4,319,535		73.50	%		4,521,749		80.70	%

	$	58,680,373				$	59,058,492

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 3. INTEREST IN THE MASTER TRUST (continued)

Net investment income/(loss) of the Master Trust accounts for the year ended December 31, 2011, and the Plan’s share of net investment income/(loss) of each Master Trust account is summarized as follows:


	Net Appreciation (Depreciation) in Fair Value of Investments			Interest and Dividends		Net Investment Income/(Loss)			Shares in Net Investment Income/(Loss)

Vanguard Inflation Protected Securities	$	13,133		$	21,272	$	34,405			97.0	%
JPMorgan Mid Cap Growth Select		(203,651	)		112,756		(90,895	)		72.3	%
American Beacon Funds Small Cap Value Intitutional		(57,039	)		4,706		(52,333	)		79.4	%
Legg Mason CBA Aggressive Growth I		2,770			4,615		7,385			71.9	%
American Beacon Funds Large Cap Value Institutional		(57,112	)		27,535		(29,577	)		67.6	%
Baron Small Cap Institutional		(15,440	)		9,339		(6,101	)		65.1	%
Fidelity Low-Priced Stock Fund		(240,371	)		217,145		(23,226	)		77.3	%
Fidelity Diversified International Fund		(392,521	)		37,693		(354,828	)		81.7	%
Fidelity Freedom Income Fund		(30	)		10,856		10,826			84.3	%
Fidelity Freedom 2000 Fund		(6,166	)		46,415		40,249			40.7	%
Fidelity Freedom 2010 Fund		(201,109	)		163,394		(37,715	)		88.0	%
Fidelity Freedom 2020 Fund		(351,715	)		255,356		(96,359	)		77.1	%
Fidelity Freedom 2030 Fund		(173,568	)		87,379		(86,189	)		60.3	%
Fidelity Freedom 2040 Fund		(120,751	)		45,972		(74,779	)		53.1	%
Spartan Extended Market Index Fund		(98,158	)		37,931		(60,227	)		84.1	%
Fidelity Retirement Money Market		—			18		18			94.7	%
Spartan 500 Index Investment		177,816			21,758		199,574			76.1	%
Spartan U.S. Bond Income Fund		104,789			96,177		200,966			75.4	%
Brokerage Link		(74,285	)		10,131		(64,154	)		100.0	%
Mainstay Large Capital Growth 1		139			—		139			100.0	%
Harbor International Adnimistration		(52	)		156		104			152.9	%
Eagle Materials Inc. Common Stock		(183,995	)		—		(183,995	)		81.9	%
Spartan International Index Investments		5,203			3,712		8,915			100.0	%
Spartan 500 Index Investment		(151,216	)		54,566		(96,650	)		71.1	%
Fidelity Managed Income Portfolio Fund		—			43,368		43,368			78.6	%

	$	(2,023,329	)	$	1,312,250	$	(711,079	)		76.8	%

The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 4. INCOME TAX STATUS

The Plan has received a determination letter from the IRS dated June 4, 2003, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax-exempt.

The Plan had no significant uncertain tax positions for the year ended December 31, 2011. The Plan’s Annual Return/Report of Employee Benefit Plan is subject to examination by the Internal Revenue Service for three years from the date of filing.

NOTE 5. RELATED PARTY TRANSACTIONS

Certain Plan investments in the registered investment companies, the common/collective trust, and the interest-bearing cash equivalent portion of the EXPSF are managed by the Trustee and, therefore, these transactions qualify as party-in-interest transactions. Additionally, a portion of the Plan’s assets is invested in the Company’s common stock. Because the Company is the Plan Sponsor, transactions involving the Company’s common stock qualify as party-in-interest transactions. All of these transactions are exempt from the prohibited transaction rules.

NOTE 6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:


	December 31, 2011			December 31, 2010
Net assets available for benefits per the financial statements	$	46,195,700		$	45,785,283
Employers’ contributions receivable		(2,030,335	)		(1,908,225	)
Adjustment from contract value to fair value for fully benefit-responsive investment contracts held by a common/collective trust		84,720			22,864

Net assets available for benefits per Form 5500	$	44,250,085		$	43,899,922

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (continued)

The following is a reconciliation of the increase in net assets available for benefits per the financial statements to the Form 5500 at December 31, 2011:


	December 31, 2011
Net increase in net assets available for benefits per the financial statements	$	410,417
Decrease from 2011 Employers’ contribution receivable		(2,030,335	)
Increase from 2010 Employers’ contribution receivable		1,908,225
Net change in adjustment from contract value to fair value for fully benefit-responsive investment contracts held by a common/collective trust		61,856

Net increase in assets available for benefits per Form 5500	$	350,163

The accompanying financial statements present fully benefit-responsive contracts at contract value, while the Form 5500 requires fully benefit-responsive investment contracts to be reported at fair value. Therefore, the adjustment from contract value to fair value for fully benefit-responsive investment contracts represents a reconciling item.

NOTE 7. SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date the financial statements were issued and all necessary disclosures have been included.

SUPPLEMENTAL SCHEDULE

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

SCHEDULE H; LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

EIN#: 75-2520779

PLAN #: 002

DECEMBER 31, 2011


(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value	(d) Cost		(e) Current Value
*	Fidelity Investments	Plan interest in Master Trust	$	—	$	43,165,403
*	Participants	Loans with interest rates from 6% to 9%	$	—	$	1,084,682

*	Party-in-interest.

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee which administers the Profit Sharing and Retirement Plan of Eagle Materials Inc. has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

INDEX TO EXHIBIT

Profit Sharing and Retirement Plan of Eagle Materials Inc.


Exhibit Number	Exhibit	Filed Herewith or Incorporated by Reference

23	Consent of Sutton Frost Cary LLP	Filed herewith

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

Date: June 28, 2012

/s/ DAVID B. POWERS

David B. Powers

Chairman, Administrative Committee