Thank you, and welcome to Eagle Materials conference call for the second quarter of fiscal year 2013. Joining me today is Craig Kesler, our Chief Financial Officer.

There will be a slide presentation made in connection with this call. To access it, please go to www.eaglematerials.com and click on the link to the webcast.

The discussion agenda will focus on the second quarter results, and then I will make some comments on our recently announced acquisition plan.

While you're accessing the slides, please note that the first slide covers our cautionary disclosure regarding forward-looking statements made during this call. These statements are subject to risks and uncertainties that could cause results to differ from those discussed during the call.

For further information, please refer to this disclosure, which is also included at the end of our press release.

Increased demand for our products combined with higher prices during the second quarter resulted in a 22% year-over-year increase in Eagle’s consolidated revenues. Operating earnings and earnings per share increased dramatically this quarter primarily because of improved wallboard net sales prices and strong volumes across all our major business lines and lower recycled fiber input prices.

As we mentioned in the press release, during the quarter we incurred costs related to the pending acquisition as well as litigation costs associated with our lawsuit against the IRS that impacted our quarterly EPS by approximately $0.09.

A 6% increase in our quarterly cement sales volumes and a 2% increase in our average net cement sales price were the primary drivers of the increase in Eagle's quarterly comparative of cement, concrete and aggregates revenues. We continued to see strong demand from our energy sector for oil well cement, which we expect will continue.

Our Illinois cement operation experienced an unplanned outage in late July and early August, which impacted this quarter’s production cost.

Average net cement prices have remained relatively stable or improved for the past year in all of our markets. We have announced cement price increases in all of our markets for either this fall or early next year from $5 to $8 per ton.

Increased wallboard average net sales prices and increased sales volumes resulted in a 33% increase in our quarterly comparative of wallboard and paperboard revenues. Operating earnings in our wallboard and paperboard business improved to $24.2 million for the second quarter versus $1.5 million a year ago driven by improved wallboard pricing, improved wallboard and gypsum facing paper demand, and lower recycled paper input costs.

Our paper mill continues to perform exceptionally well and remains sold out.

Now let me turn this over to Craig for more details on the financials.

Thank you, Steve. Operating cash flow during the first 6 months of the year increased to 143% to $66.8 million with capital spending of approximately $8.6 million.

Excess cash flow was used to pay dividends and reduce outstanding borrowings to further improve our financial flexibility. Interest expense during the quarter declined 22% to $3.5 million, reflecting lower borrowing levels and lower cost borrowings under our bank credit facility.

The effective tax rate for the quarter was 31%. That is a good rate to use for the remainder of the year.

In advance of our pending acquisition, we completed an equity follow on offering in early October. We issued a total of 3.45 million shares and the offering raised approximately $154 million.

The new shares will be included in our weighted average shares outstanding for the December quarter, bringing total diluted shares outstanding to approximately 48.8 million shares.

This next slide reflects the impact from improved earnings and cash flow from operations over the past 12 months. Our net debt-to-cap ratio was 29% at September 30, 2012.

On a pro forma basis giving effect to the pending acquisition, we would have had an approximate 45% net debt-to-cap ratio.

And with that I will turn it back over to you, Steve.

Thanks, Craig. With respect to our announced acquisition of Lafarge's cement plants in Sugar Creek and Tulsa, and related ready-mix aggregates and fly ash operations, all of our key criteria boxes have been checked.

They are all low production cost assets, geographically close to the marketplace, geographically complementary with existing Eagle cement assets, and located in markets that are well positioned to participate in the U.S. construction recovery, while also providing access to additional major oil and gas basins.

These new assets will increase our annual cement capacity by nearly 60% to 5 million tons, and provide an immediate meaningful contribution to cash flow and net earnings. As Craig mentioned, we successfully completed an equity follow on offering in early October, and expanded our bank credit facility to fund the pending acquisition.

We’re very excited about this opportunity to grow Eagle with some truly outstanding assets, as well as welcome a talented new group of employees to Eagle.

Thank you for attending today’s call. We will now move to the question-and-answer session.

Both my questions are on the new cement assets here. First off, can you talk about how each of these 2 plants compare to your existing footprint from a cost perspective, current utilization rates, et cetera?

And then as a follow-up to that, Steve, can you give us some color on how to think about the ability to run high grade oil well cement from those plants, what kind of oil well cement mix have they seen in the past, and kind of where do you think it could go?

Both of these plants are very low-cost plants. One plant is effectively a brand-new, very well engineered modern plant, built within the last 4 or 5 years by Lafarge in Sugar Creek.

And the plant in Tulsa has recently been modified to burn fuel quality waste, which has dramatically reduced production cost at that plant. So they are both very well positioned as low-cost plants in the marketplace.

So excited to have both of these operations a part of Eagle Materials. With respect to the ability to integrate these plants into our oil well business and serve a larger market, 2 different basins, both of these plants are very close, at least the Tulsa plant, to some oil basins.

And the plant in Kansas City also has the ability to reach some other basins that we currently are not supplying. So, we believe that within the first year we will be able to convert some of the production at both of those facilities over to high-quality oil well cement.

Could you tell us, Steve, roughly where these plants are running from a capacity utilization standpoint?

They are running about 0.75% to 0.875% full capacity right now.

And they are both running about the same?

Both running about the same.

You had another strong quarter of cement demand for your wholly owned segment, could you give a little bit more color on what [audio gap]

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scrambling to purchase other product to meet the demands for our customers. So, we are finding ways to bring product into those marketplaces to meet demand.

Demand in Northern Nevada, Northern California, however, remain somewhat muted, although we are starting to see increased backlogs as we go into next year in the marketplace. And demand in Illinois cement has been strong primarily with the large bid jobs that we had contracted to supply earlier this year.

So with that piece that is what has improved the -- our cement volumes in the Midwest. It really has been us chasing bid work as opposed to day-to-day business.

And what was the impact of the unplanned outage in Illinois, and also if you could give an update on well grade cement production at that plant also?

Yes, the -- we are, as far as the impact is concerned, you know, it was -- we had reduced clinker production, which impacted the production cost, and some maintenance cost associated with it. I don’t think it really -- it will define the amount, but it certainly was an impact to the earnings for the quarter that we had not anticipated.

And as far as oil well, we’re now finally very pleased with the quality of the oil well cement that we’re producing at Illinois cement. And we now plan to move more aggressively into marketing the product.

So we have complete confidence in its superior performance characteristic.

And where is the initial market that you are targeting for this product?

The initial market that we are targeting will be towards the east, towards Ohio.

Also if you could talk a little bit carrying on with the previous questions on Lafarge assets, just with any new acquisition, there obviously are going to be some first order strategic moves, as not only you integrate, but things you would like to do differently with the acquired assets. Could you give a little bit more color on what these strategic moves may be for the acquired assets?

We certainly need to kind of get our feet on the ground first. But we clearly have defined a lot of small dollar high return capital projects that we plan to implement in the first 1 to 2 years.

So, you know, it is really a function of not looking -- it is never one item; it is always 1,001 little items. We have had a chance to take a pretty good look at it, and we see a number of things that -- areas where maybe it has been a little starved for capital, and we can with capital make some immediate improvements.

And final question for the day, could you maybe put a little bit more color around frac sand opportunity?

Construction is within budget, progressing very nicely. We anticipate completion near the calendar year end, with products entering the marketplace by fiscal year end.

Steve, you mentioned that you have some price increases of $5 to $8 in each of your markets for cement. Can you just kind of walk through the details on where, when and how much?

Sure. Texas is actually, you know, this month.

So we are really starting to see price increases this month in Texas for about $5. All the other price increases range from $6 to $8 in the various markets, and they are all scheduled for a January 1 implementation.

And you mentioned that Mountain and Texas were still sold out. Can you talk about what the utilization rates look like and what you are looking for the next few months in Illinois and Nevada?

They are in about the 75% range.

And switching over to wallboard, at what point -- I guess, talk about -- obviously demand has been good there -- talk about what you are expecting and how you are thinking about managing capacity, adding shifts, things like that as we sort of look towards the end of this year, first part of next year?

So what we have noticed is demand has really started to increase for wallboard. Really, right now we are at about an annualized pace of about 20 billion square foot per year.

So that is up dramatically from -- I think it was about 17, a little over 17 in 2011. And the estimate this year is it will come in a little over 18.

So that is up well over 10% on an ongoing, forward-looking basis. So we truly are starting to see a housing recovery starting to materialize.

As far as the price increase, we have announced a 25% price increase for the full calendar year 2013. This will be the price for all of our customers work for the entire year.

Right. And on the staffing question, are you guys getting close to the point where you are starting to need to think about adding shifts?

What we have done as volumes come up is we have added a body or 2 and worked a little more overtime just to meet demand. Our focus remains on serving customers in our core markets, very close to our plants in the core markets, and transportation costs are still very, very high to ship wallboard any distance.

A couple of questions on wallboard volumes, very strong in the quarter, outpaced the industry. Did you see a pre-buy in your markets ahead of the price increase, and if so is it possible to parse out how much you think the volume growth was attributed to pre-buy as opposed to just organic demand in your markets?

Early on, we heard some talk about a pre-buy, but as this quarter continued, it became obvious that it was something more than just a pre-buy. And as we made our rounds to our customers, we started peeking in their warehouses, we didn’t see a whole lot of wallboard build up in their warehouses.

So we really attribute the increased demand to increase in housing demand.

And then a question on cement volumes, I think when you reported in the prospectus a month ago volumes were up about 13% in cement, I believe through August, which would imply some deceleration into September. Is this something -- you have mentioned that volumes were still strong, but should we be concerned about perhaps the year-over-year growth trends slowing down over the next several quarters?

No, not at all. We had a very mild winter.

So, there was a lot of work that got a jump start to the year that might have normally occurred later on in the year. But no, in general we see construction demand picking up in all of our markets.

And then just my last question is on cement pricing. It picked up a little bit quarter-over-quarter after the June quarter saw some sequential price declines; is this just a function of the climbing of the price increases that you got earlier in the year flowing through, are you getting some positive mix benefit as perhaps some of these big projects roll off?

It is really the timing of the price increases. It takes a while for them to be implemented.

So we are starting to see the price increases impact our average mill minute.

I wanted to ask on wallboard. Are you anticipating any difference in terms of orders and shipments relating to this year’s price increase pending versus last year’s, and do you have anything in place to sort of cap orders in front of a price increase?

We are -- we have really been kind of hand to mouth all summer long and this fall as far as wallboard shipment. So we are doing the best we can to take care of orders as they come in, and we have added a few people to help that out and increase our ability to produce slightly more wallboard.

But it has really just been a function of being patient and realizing that we can deliver wallboard. It may not be tomorrow, but certainly within a few weeks we have met all of the customer service requirements of our customers.

So do you anticipate in the fourth calendar quarter here, Steve, that there would be much of a change in the cadence of orders to shipments versus the prior year? Obviously the overall business as you cited is up, so I would anticipate it would be up.

I am just wondering whether the timing of the price increase was just the same or the order patterns might change in terms of what happened last year.

Last year, we did see a pick up ahead of the price increase, and then kind of a lag after that, right after the first of the year. So over the 2-month period it probably averaged out.

That could very well be possible again this year.

And then your numbers were obviously better than the industry average. Obviously you don’t participate in every market around the United States.

I’m just curious from your seat were your markets just better than the industry average, or is there some implied share gain here in wallboard?

I think our share quarter-over-quarter actually went down slightly, flat to down slightly, from where it was in the quarter before. So I think we are very happy with our position and happy with the markets that we are participating in.

Could you guys comment a little bit more on the 25% wallboard price increase for next year? Has there been any push back from contractors or distributors at this point?

No. I think we gave guidance earlier in the year for about this level.

And in fact I know that some of the contractors have used that to quote work for next year, and they were very happy that they have been able to sustain price increase for work quoted into next year. I know that our price increase is a little bit less than what we are seeing from our competitors’ prices.

So we feel that that is a very reasonable price increase.

And then pertaining to cement, what was the year-over-year tailwind from lower maintenance cost in the quarter, and should we expect maintenance cost to be down year-over-year again in the December quarter?

We would definitely anticipate maintenance cost to be down year-over-year in the next quarter.

And then one final one. It is a follow up to Trey’s question.

It sounds like the cement assets you are acquiring are very low cost. Would you expect these plants to be accretive to the overall company’s wholly owned cement segment margins?

We really think that we will have definitely meaningful, immediate cash contribution to our cement operation once we close.

The questions I have for you, please, like you talk about oil cement capacity. What kind of current capacity do you have and what is the demand, and are you able to service all the areas where horizontal drilling is going right now?

So, currently that is not the case. We do -- we are able to service the Eagle Ford [ph] very well out of our plant in Texas.

And we are able to serve the Mountain region out of our plant in Laramie, Wyoming. It is very difficult for us to reach other basins from those 2 existing plants where we produce the product.

We are developing a product and very happy with the product we developed in Illinois, and that product is destined to go east towards the oil basins of east of Illinois cement, in the Ohio and Pennsylvania areas.

So, will the new cement plants possibly be able to service other areas, geographic areas?

And the new cement plants will be able to service areas in the Oklahoma and north of Kansas.

Second question, could you just draw the distinction between your frac-ing sand that you are going to be bringing to market in the first quarter versus -- I think there is a poly or a mono, could you just...

Sure. Yes.

The sand that we are going to be delivering into the marketplace is a Northern White frac sand, a very high quality sand that is very round and very hard, and helps to increase the production from the wells that are frac-ed with this higher quality sand that comes from the north.

And is there much of that around? I mean what is generally being sold now, Steve?

Is it mostly the former or like the one that you -- is there much competition in that area for this particular kind that you have got?

So, there is some sand that is currently being railed from the north down into the Texas market, as well as there is some sand locally produced that enters the market. The sand that is locally produced has somewhat more difficulty with the higher pressure applications.

And then, Steve, are there any surprising market observations that you see out there, positive or negative, be any of the markets that you are in?

Everything really -- this is the first time that Craig and I have really looked at each other quarter-over-quarter with big smiles on our faces. Maybe last quarter we had a little smile on our face.

This smile, we are very pleased with all of our businesses, and generally seeing construction improving across the board.

Now the final question please. I know that the peak for your EBITDA was about 350 million, the last time that we had the up cycle.

Do you foresee, given the new assets that you have acquired plus the changes that you have had, that this would possibly be able to meet or beat that 350 million?

We would be much higher than that 350 million with the same condition.

And what kind of period of time would that come about, Steve?

When construction is back and we are building homes at a more normalized clip.

On the Lafarge assets, I picked the rate, 165 million in sales, could you give me a break down on the -- how much of that is cement and how much of that is aggregate ready-mix and fly ash?

No, we have not done that.

Would you be able to give us color on what the peak sales and margin of those assets were?

Yes, the -- those assets generally produce peak at about cash flow of about $70 million.

And the pricing in these markets, how are they comparable to Texas markets?

Comparable to Texas -- every market is a little different. But I would say and it depends on the mix of products that you are selling, but generally the pricing relative to Texas is a little less than Texas if you look at it on an aggregate basis.

However, Texas is kind of awkward for us to talk about because we have a -- we really sell a lot of cement to 2 different types of marketplaces in Texas.

And your agreement with Lafarge to supply them cement, would that prices at market rate?

Prices are -- prices, we are very happy with the supply agreement and the price associated with it.

And in terms of a Capex, in order to convert these assets to cater for the oil wells, what kind of Capex are we looking at?

Not a dramatic amount. Again, some small dollars, but not a dramatic amount.

And you said these assets were recently built, so I assume they were up to EPA standards, dry cleaning and all that good stuff.

Yes.

Thank you very much. I look forward to the next call in 3 month's time.