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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 year ended December 31, 2014

Commission file number 1-12984

PROFIT SHARING 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)

 

 

 

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PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

AT DECEMBER 31, 2014 AND 2013

AND FOR THE YEAR ENDED DECEMBER 31, 2014

 

		PAGE NO.
REPORT OF INDEPENDENT AUDITORS			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)			16
Signatures			17

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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. (“Plan”) as of December 31, 2014 and 2013, and the related statement of changes in net assets available for benefits for the year ended December 31, 2014. 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. 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 PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC. as of December 31, 2014 and 2013, and the changes in its net assets available for benefits for the year ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.

The supplemental Schedule H, Part IV – Schedule of Assets (Held at End of Year) as of December 31, 2014 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information presented in the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedule is fairly stated in all material respects in relation to the financial statements as a whole.

/s/ SUTTON FROST CARY LLP

June 26, 2015

Arlington, Texas

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PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AT DECEMBER 31, 2014 AND 2013

 

		December 31,
		2014				2013
Assets:
Investments in the Eagle Materials Inc. Plans Master Trust, at fair value		$	69,685,276			$	63,059,737
Adjustment from fair value to contract value for fully benefit-responsive investment contracts held by a common/collective trust (Note 2)			(39,645	)			(38,886	)
Total Investments			69,645,631				63,020,851
Notes receivable			1,324,173				1,261,387
Employers’ contribution receivable			4,204,924				3,932,247
Total Assets			75,174,728				68,214,485
Excess contributions payable			—				(38,617	)
Net Assets Available for Benefits		$	75,174,728			$	68,175,868

See accompanying notes to financial statements.

 

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PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEAR ENDED DECEMBER 31, 2014

 

Additions:
Participating Employers’ contributions		$	4,204,924
Participant contributions			2,762,433
Participant rollovers			1,331,469
Interest in the Eagle Materials Inc. Plans Master Trust investment income			3,585,525
Interest income on participant loans			64,628
Total Additions			11,948,979
Deductions:
Distributions to participants			(4,942,446	)
Administrative expenses			(7,673	)
Total Deductions			(4,950,119	)
Net Increase			6,998,860
Net Assets Available for Benefits:
Beginning of year			68,175,868
End of year		$	75,174,728

See accompanying notes to financial statements.

 

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PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014

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, 2014, 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).

During the year ended December 31, 2013 the Plan was amended to include employees of Audubon Materials LLC, Tulsa Cement Company LLC, Kansas City Readymix LLC, Kansas City Aggregates LLC and Audubon Readymix LLC. Additionally, the Plan was amended to accept direct rollovers due to mergers and acquisitions.

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, 2014. 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, including participants, Participating Employers’ and participant voluntary (after-tax) contributions are limited to the maximum amount permitted under the applicable Internal Revenue Code (the Code) regulations and Plan document.

Employer discretionary profit sharing contributions are made by the Participating Employers as determined by the Company’s 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 2014 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 $65,000 at December 31, 2014.

 

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PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014

 

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). The EXPSF is a unitized stock fund.

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 offered by the Plan.

Excess Contributions Payable

The Plan passed the discrimination test for the year ended December 31, 2014; therefore, there were no refunds of excess contributions. During the year ended December 31, 2013, the Plan failed the discrimination test. Excess contributions totaling $38,617 are recorded as a liability in the accompanying statement of net assets available for benefits and as a reduction of participant-directed contributions for the year ended December 31, 2013. The Plan reimbursed these excess contributions to its participants during 2014.

Vesting

Employer Profit Sharing Contributions to the Plan vest as follows:

 

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, as defined by the Plan.

The Plan provides for distributions when a participant terminates employment and the fair 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 (Trustee) to distribute the fair 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.

 

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PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014

 

NOTE 1. DESCRIPTION OF THE PLAN (continued)

 

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, 2014 or 2013. 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 59 ¹⁄₂; 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.

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.

 

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PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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 Statements of Net Assets Available for Benefits present 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:

 

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.

 

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PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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.

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.

 

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PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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, 2014
		Level 1				Level 2				Level 3				Total
Common stock:
Building Materials		$	7,972,453			$	—			$	—			$	7,972,453
Total common stock			7,972,453				—				—				7,972,453
Mutual funds:
Index funds			8,656,924				—				—				8,656,924
Lifecycle funds			29,804,860				—				—				29,804,860
Fixed income funds			3,031,053				1,199,521				—				4,230,574
Growth funds			13,948,244				—				—				13,948,244
International growth funds			2,359,869				—				—				2,359,869
Total mutual funds			57,800,950				1,199,521				—				59,000,471
Common/Collective trust			—				2,672,707				—				2,672,707
		$	65,773,403			$	3,872,228			$	—			$	69,645,631

 

		At December 31, 2013
		Level 1				Level 2				Level 3				Total
Common stock:
Building Materials		$	8,056,987			$	—			$	—			$	8,056,987
Total common stock			8,056,987				—				—				8,056,987
Mutual funds:
Index funds			7,729,428				—				—				7,729,428
Lifecycle funds			25,898,478				—				—				25,898,478
Fixed income funds			2,890,285				989,400				—				3,879,685
Growth funds			12,207,762				—				—				12,207,762
International growth funds			2,707,567				—				—				2,707,567
Total mutual funds			51,433,520				989,400				—				52,422,920
Common/Collective trust			—				2,540,944				—				2,540,944
		$	59,490,507			$	3,530,344			$	—			$	63,020,851

 

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PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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, 2014, 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.

 

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PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014

 

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, 2014 and 2013, and the undivided percentage interests the Plan holds in each of the Master Trust accounts are summarized as follows:

 

		2014								2013
		Fair Value				Percentage Interest				Fair Value				Percentage Interest
Registered Investment Companies
American Beacon Funds Large Cap Value Institutional		$	2,974,140				60.1	%		$	2,594,568				60.5	%
American Beacon Funds Small Cap Value Institutional			2,084,523				81.9	%			2,362,788				77.3	%
Baron Small Cap Institutional			1,205,122				82.3	%			1,124,294				76.4	%
Brokerage Link			1,566,030				98.6	%			1,200,320				98.8	%
CBA Aggressive Growth 1			1,526,291				70.4	%			—				0.0	%
Fidelity Freedom 2000 Fund			—				—				4,339,837				39.2	%
Fidelity Freedom 2010 Fund			6,885,967				83.8	%			7,361,914				82.5	%
Fidelity Freedom 2020 Fund			15,492,227				73.5	%			13,075,858				75.3	%
Fidelity Freedom 2030 Fund			10,083,616				63.0	%			7,770,397				61.9	%
Fidelity Freedom 2040 Fund			6,739,401				58.6	%			5,246,783				55.4	%
Fidelity Freedom 2050 Fund			98,646				65.1	%			—				—
Fidelity Freedom Income Fund			4,967,027				46.1	%			804,992				69.4	%
Fidelity Low-Priced Stock Fund			6,341,193				80.4	%			6,035,140				79.7	%
Fidelity Retirement Money Market			1,311,325				91.5	%			1,075,894				92.0	%
Harbor International Administrative			2,690,730				80.8	%			3,241,710				80.3	%
JPMorgan Mid Cap Growth Select			4,051,268				70.8	%			3,388,194				68.6	%
Legg Mason CBA Aggressive Growth I			—				—				1,070,235				63.2	%
Mainstay Large Capital Growth 1			504,480				83.8	%			208,930				66.7	%
Spartan 500 Index Investment			8,672,557				77.1	%			7,626,799				77.1	%
Spartan Extended Market Index Fund Inv			2,460,131				80.0	%			2,319,818				79.6	%
Spartan International Index Inv			226,905				82.1	%			142,645				72.4	%
Spartan U.S. Bond Index Inv			3,143,745				75.6	%			3,075,282				72.2	%
Vanguard Inflation Protected Securities			812,902				80.4	%			815,250				82.2	%
			83,838,226								74,881,648
Eagle Materials Common Stock Fund
Eagle Materials Common Stock			7,676,476				83.7	%			8,384,429				82.0	%
Common/Collective Trust
Fidelity Managed Income Portfolio Fund			3,519,867				77.1	%			3,386,599				76.2	%
		$	95,034,569							$	86,652,676

 

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PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014

 

NOTE 3. INTEREST IN THE MASTER TRUST (continued)

 

Net investment income/(loss) of the Master Trust accounts for the year ended December 31, 2014, and the Plan’s share of net investment income/(loss) of each Master Trust account is summarized as follows:

 

		Net Appreciation in Fair Value of Investments				Interest and Dividends				Net Investment Income				Shares in Net Investment Income
American Beacon Funds Large Cap Value Institutional		$	47,499			$	250,621			$	298,120				61.5	%
American Beacon Funds Small Cap Value Institutional			(151,824	)			247,093				95,269				87.9	%
Baron Small Cap Institutional			(49,270	)			68,004				18,734				106.0	%
Brokerage Link			(9,566	)			77,104				67,538				99.4	%
CBA Aggressive Growth 1			149,835				27,001				176,836				68.5	%
Eagle Materials Inc. Common Stock			(1,190	)			—				(1,190	)			1530.8	%
Fidelity Freedom 2000			(22,249	)			168,127				145,878				39.8	%
Fidelity Freedom 2010 Fund			49,621				300,898				350,519				83.8	%
Fidelity Freedom 2020 Fund			(229,446	)			982,873				753,427				75.2	%
Fidelity Freedom 2030 Fund			(102,465	)			623,489				521,024				63.9	%
Fidelity Freedom 2040 Fund			(111,203	)			471,160				359,957				59.4	%
Fidelity Freedom 2050 Fund			(510	)			2,497				1,987				77.6	%
Fidelity Freedom Income Fund			(61,233	)			114,351				53,118				57.4	%
Fidelity Low-Priced Stock Fund			103,704				355,114				458,818				80.5	%
Fidelity Managed Income Portfolio Fund			—				34,187				34,187				76.4	%
Fidelity Retirement Money Market			—				132				132				92.4	%
Harbor International Administration			(241,030	)			41,126				(199,904	)			81.2	%
JPMorgan Mid Cap Growth Select			29,481				363,679				393,160				69.7	%
Mainstay Large Capital Growth 1			(7,590	)			44,959				37,369				79.7	%
Spartan 500 Index Institution			860,806				175,434				1,036,240				77.1	%
Spartan Extended Market Index Fund Inv			83,056				100,487				183,543				80.1	%
Spartan International Index Inv			(21,615	)			7,366				(14,249	)			83.9	%
Spartan U.S. Bond Index Inv			99,137				80,433				179,570				73.8	%
Vanguard Inflation Protected Securities			16,980				18,306				35,286				83.4	%
		$	430,928			$	4,554,441			$	4,985,369				71.5	%

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.

 

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PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014

 

NOTE 4. INCOME TAX STATUS

The Plan has received a determination letter from the IRS dated July 21, 2010, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. On April 28, 2015, the Plan received an updated determination letter from the IRS stating that the Plan is qualified under Section 401(a) of the Code reaffirming that the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification.

The Plan had no significant uncertain tax positions for the year ended December 31, 2014. 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 AND PARTY-IN-INTEREST TRANSACTIONS

Certain Plan investments are shares of mutual funds and a common/collective trust managed by the Trustee. The Trustee is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees incurred by the Plan for the investment management services are included as a reduction of the return earned on each fund.

The Trustee provides certain administrative services to the Plan pursuant to an agreement between the Company and the Trustee. The Trustee receives revenue from mutual fund and common/collective trust service providers for services the Trustee provides to the funds. This revenue is used to offset certain amounts owed to the Trustee for its administrative services to the Plan.

If the revenue received by the Trustee from such mutual fund or common/collective trust fund service providers exceeds the amount owed under the agreement between the Trustee and the Company, the Trustee remits the excess to the Plan’s trust. Such amounts may be applied to pay Plan administrative expenses.

The Plan invests in common stock of Eagle Materials Inc. (Eagle Common Stock). During the year ended December 31, 2014, the Plan purchased and sold shares of Eagle Common Stock for $387,635 and $444,680, respectively, and experienced net depreciation of approximately $18,207. During the year ended December 31, 2013, the Plan purchased and sold shares of Eagle Common Stock for $296,407 and sold and $171,207, respectively, and experienced net appreciation of approximately $1,715,849.

 

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PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014

 

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, 2014				December 31, 2013
Net assets available for benefits per the financial statements		$	75,174,728			$	68,175,868
Employers’ contributions receivable			(4,204,924	)			(3,932,247	)
Excess contributions payable			—				38,617
Adjustment from contract value to fair value for fully benefit-responsive investment contracts held by a common/collective trust			39,645				38,886
Net assets available for benefits per Form 5500		$	71,009,449			$	64,321,124

The Form 5500 has certain income and expense items that differ from amounts shown on the accompanying financial statements. These differences relate to classification only and have no effect upon the net assets available for benefits as of December 31, 2014 or 2013.

NOTE 7. SUBSEQUENT EVENTS

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

 

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SUPPLEMENTAL SCHEDULE

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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, 2014

 

(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		$	—			$	69,685,276
*		Participants		Loans with interest rates from 5.25% to 9%, and maturities ranging from six months to five years		$	—			$	1,324,173

 

*	Party-in-interest.

 

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SIGNATURES

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.

 

				PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.
Date: June 26, 2015						By:		/s/ David B. Powers
								David B. Powers Chairman, Administrative Committee

 

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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