##### Table of Contents



SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    June 30, 2006o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to   Commission File
    Number 1-5341
  ElkCorp
 (Exact name of Registrant as
    specified in its charter)
  Delaware

75-1217920(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)14911 Quorum Drive,
    Suite 600,
    Dallas, Texas

75254-1491(Zip Code)(Address of principal executive
    offices)   Registrants telephone number, including area code
 (972) 851-0500
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock Par Value $1 Per
    Share

New York Stock ExchangeRights to Purchase Series A
    Preferred Stock

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
   None
 (Title of Class)
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K.  (  )
  Rule 12b-2
  o þ o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 



ElkCorp and Subsidiaries
 Annual Report on Form 10-K
 For Fiscal Year Ended June 30, 2006
 TABLE OF CONTENTS
 PagePart I.Item 1. Business
    
    
    1Item 1A. Risk Factors
    
    
    8Item 1B. Unresolved Staff Comments
    
    
    11Item 2. Properties
    
    
    11Item 3. Legal Proceedings
    
    
    11Item 4. Submission of Matters to a Vote of Security Holders
    
    
    11Item 4A. Executive Officers of the Registrant
    
    
    12Part II.Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    13Item 6. Selected Financial Data
    
    
    14Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    24Item 8. Financial Statements and Supplementary Data
    
    
    24Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    51Item 9A. Controls and Procedures
    
    
    51Item 9B. Other Information
    
    
    52Part III.Item 10. Directors and Executive Officers of the Registrant
    
    
    53Item 11. Executive Compensation
    
    
    53Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    53Item 13. Certain Relationships and Related Transactions
    
    
    53Item 14. Principal Accountant Fees and Services
    
    
    53Part IV.Item 15. Exhibits and Financial Statement Schedules
    
    
    54Signatures
    
    
    58SubsidiariesConsent of Grant Thornton LLPConsent of PricewaterhouseCoopers LLPCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906




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PART I
 Forward-Looking Statements
 In accordance with the safe harbor provisions of the securities law regarding forward looking
statements, in addition to the historical information contained herein, this Annual Report on Form
10-K contains forward-looking statements that involve risks and uncertainties. The statements that
are not historical facts are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements usually are accompanied by words such
as optimistic, vision, outlook, believe, estimate, potential, forecast, goal,
project, expect, anticipate, plan, predict, position, could, should, may,
likely, or similar words that convey the uncertainty of future events or outcomes. These
statements are based on judgments the company believes are reasonable; however, ElkCorps actual
results could differ materially from those discussed in such forward-looking statements. Factors
that could cause or contribute to such differences are identified in Part 1. Item 1A. Risk Factors
of this report, and include, but are not limited to, changes in demand, prices, raw material costs,
transportation costs, changes in economic conditions of the various markets the company serves,
failure to achieve expected efficiencies in new operations, changes in the amount and severity of
inclement weather, acts of God, war or terrorism, as well as the other risks detailed herein.
ElkCorp undertakes no obligation to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
 
 Item 1. Business
 General
   Vision
  -
    
    Developing additional innovative roofing and composite products to serve our changing markets-
    
    Seeking innovative ways to make our roofing and composite products lighter and stronger-
    
    Diversifying and strengthening our asphalt supply chain to improve our options and
competitiveness for this key raw material-
    
    Further identifying alternatives and new ideas to reduce freight costs-
    
    Commercializing and profitably growing in the fire barrier and flooring underlayment industries-
    
    Continuing to integrate RGM products into our national distribution channels-
    
    Pursuing add-on acquisitions and a new building product platform that will leverage
the Elk brand and our investments in technology, distribution, marketing and
manufacturing
 - 1 -




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Financial Information About Industry Segments
   Premium Roofing Products
 Products and Warranties
 â
   Product
    
    Limited Warranty
    
    Limited Wind CoverageDomain Winslow
    
    50 years
    
    110 mphDomain Cool Color Series
    
    50 years
    
    110 mphPrestique Gallery Collection
    
    50 years
    
    110 mphPrestique Plus High Definition
    
    50 years
    
    110 mphPrestique Xtra
    
    40 years
    
    130 mphCapstone
    
    40 years
    
    110 mphPrestique Grandé High Definition
    
    40 years
    
    90 mphPrestique I High Definition
    
    40 years
    
    90 mphPrestique Cool Color Series
    
    40 years
    
    90 mphDomain Ashford
    
    40 years
    
    80 mphPrestique High Definition
    
    30 years
    
    80 mphRaised Profile
    
    30 years
    
    70 mph
 - 2 -




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Sales and Marketing
  SM
 Competition
  Manufacturing and Raw Materials
    - 3 -




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Composite Building Products
 Products and Warranties
 ®
  Sales and Marketing
  Manufacturing and Raw Materials
  Competition
  - 4 -




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Specialty Fabric Technologies
 Products and Warranties
 ®
   Sales and Marketing
  Manufacturing and Raw Materials
  Competition
  Surface Finishes
 ®
  - 5 -




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Discontinued Operations
   Transportation
  Backlog
  Patents
  Research and Development
  Extended Payment Terms
  - 6 -




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Seasonal Business
  Environmental Matters
      - 7 -




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Persons Employed
  Statement Regarding NYSE Mandated Disclosures
  
 Item 1A. Risks Factors
  Changes in economic conditions and the actions of our competitors may adversely affect our
results of operations.
  - 8 -




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Higher raw material, energy and transportation costs may adversely affect our operating
results.
  Shortages or disruptions in the supply of raw materials or the availability of
transportation may decrease the efficiency in our plants and negatively impact our operating
results.
  Delays in achieving anticipated efficiencies at our new facilities could cause our operating results to be lower than projected.
  Extreme weather conditions can delay or accelerate demand for our products and affect our
results of operations.
  The utilization of hazardous materials causes us to incur costs for remediation and could
materially affect our results of operations.
  We are involved in ongoing litigation that may adversely affect our operating results.
  Higher interest rates could substantially affect our borrowing costs.
  - 9 -




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The failure to attract and retain skilled personnel could impede our operations.
  The loss of one or more of our largest customers could adversely affect our business.
  Our manufacturing facilities are subject to numerous hazards and we are not fully insured
against all of these hazards.
  The failure to successfully commercialize our product developments could adversely affect
our future operating results.
  The failure to keep up with technological changes in our business may cause our products to
become less desirable, resulting in an adverse effect on our business.
  - 10 -




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Significant product performance issues and warranty claims could negatively affect our
reputation, sales and operating results.
  We may not be able to successfully integrate and operate businesses that we acquire.
  
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
    
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  - 11 -




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Item 4A. Executive Officers of the Registrant
  Period
    
    Age as ofServed
    
    August 1,Name
    
    Title
    
    As Officer
    
    2006Thomas D. Karol
    
    Chairman of the Board and Chief Executive Officer
    
    5 years
    
    
    48Richard A. Nowak
    
    President and Chief Operating Officer
    
    5 years
    
    
    64David G. Sisler
    
    Senior Vice President, General Counsel and Secretary
    
    11 years
    
    
    48Matti Kiik
    
    Senior Vice President, Research and Development
    
    5 years
    
    
    64Gregory J. Fisher
    
    Senior Vice President, Chief Financial Officer and Controller
    
    5 years
    
    
    55Curt A. Barker
    
    Senior Vice President, Sales and Marketing
    
    1 year
    
    
    49Leonard R. Harral
    
    Vice President, Chief Accounting Officer and Treasurer
    
    12 years
    
    
    54Glenn A. Gies
    
    Vice President, Information Technology
    
    6 months
    
    
    46Jan Jerger-Stevens
    
    Vice President, Human Resources
    
    2 months
    
    
    43
   - 12 -




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PART II
 
 Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
   Period
    
    Dividend
    
    High
    
    LowFiscal 2006First Quarter
    
    $
    .05
    
    
    $
    37.32
    
    
    $
    28.00Second Quarter
    
    $
    .05
    
    
    $
    36.28
    
    
    $
    30.00Third Quarter
    
    $
    .05
    
    
    $
    36.98
    
    
    $
    32.32Fourth Quarter
    
    $
    .05
    
    
    $
    34.71
    
    
    $
    26.30Fiscal 2005First Quarter
    
    $
    .05
    
    
    $
    28.22
    
    
    $
    20.17Second Quarter
    
    $
    .05
    
    
    $
    35.00
    
    
    $
    25.70Third Quarter
    
    $
    .05
    
    
    $
    41.30
    
    
    $
    31.75Fourth Quarter
    
    $
    .05
    
    
    $
    39.00
    
    
    $
    26.25
    Total Number of
    
    
    Maximum Number (orTotal Number
    
    
    
    
    
    
    Shares Purchased
    
    
    Approximate Dollar Value) ofof Shares
    
    
    Average
    
    
    as Part of Publicly
    
    
    Shares That May Yet bePurchased
    
    
    Price Paid
    
    
    Announced Plans
    
    
    Purchased Under the Plans orPeriod
    
    (Notes 1 & 2)
    
    
    per Share
    
    
    or Programs
    
    
    Programs (Note 3)April, 2006
    
    
    1,684
    
    
    $
    34.34
    
    
    
    
    
    
    $
    6,600,000May, 2006
    
    
    25,021
    
    
    $
    32.64
    
    
    
    
    
    
    $
    6,600,000June, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,600,000Total
    
    
    26,705
    
    
    $
    32.75
    
    
    
    
 - 13 -




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(1)
    
    Includes repurchase of 2,135 shares from officers and employees in connection with
repurchased restricted shares for income tax withholding payments.(2)
    
    As a result of participant diversification directives, the ElkCorp ESOP Trust
accumulates a surplus of unallocated shares from time to time. In the quarter ended
June 30, 2006, we purchased 24,570 shares from the ElkCorp ESOP Trust. The dollar
value of this repurchase transaction is reflected in the consolidated statement of
shareholders equity but has no impact on previously announced repurchase programs
outlined in (3).(3)
    
    On August 28, 2000, the Board of Directors authorized the repurchase of up to
$10,000,000 of common stock. The authorizations did not specify an expiration date.
Purchases may be increased, decreased or discontinued by the Board of Directors at any
time without prior notice. The Board of Directors reevaluated their outstanding
authorization in fiscal 2006 and concluded it is in the best interest of the company
and its shareholders to leave the authorization in place. 
 Item 6. Selected Financial Data
  FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA
 ($ In thousands, except per share data)
    
    Year Ended June 30,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002Sales
    
    $
    929,792
    
    
    $
    761,719
    
    
    $
    566,041
    
    
    $
    474,434
    
    
    $
    468,502Income (Loss):From continuing operations
    
    $
    45,505
    
    
    $
    42,696
    
    
    $
    30,066
    
    
    $
    21,206
    
    
    $
    18,050From discontinued operations
    
    
    (92
    )
    
    
    4,171
    
    
    
    (9,560
    )
    
    
    2,894
    
    
    
    (2,957
    )Net Income
    
    $
    45,413
    
    
    $
    46,867
    
    
    $
    20,506
    
    
    $
    24,100
    
    
    $
    15,093Income (Loss) Per Share  Basic:From continuing operations
    
    $
    2.25
    
    
    $
    2.16
    
    
    $
    1.53
    
    
    $
    1.09
    
    
    $
    .93From discontinued operations
    
    
    (.01
    )
    
    
    .21
    
    
    
    (.48
    )
    
    
    .15
    
    
    
    (.15
    )Net Income Per Share  Basic
    
    $
    2.24
    
    
    $
    2.37
    
    
    $
    1.05
    
    
    $
    1.24
    
    
    $
    .78Income (Loss) Per Share 
Diluted:From continuing operations
    
    $
    2.21
    
    
    $
    2.11
    
    
    $
    1.51
    
    
    $
    1.08
    
    
    $
    .92From discontinued operations
    
    
    (.01
    )
    
    
    .20
    
    
    
    (.48
    )
    
    
    .15
    
    
    
    (.15
    )Net Income Per Share  Diluted
    
    $
    2.20
    
    
    $
    2.31
    
    
    $
    1.03
    
    
    $
    1.23
    
    
    $
    .77Total Assets
    
    $
    681,860
    
    
    $
    613,569
    
    
    $
    480,708
    
    
    $
    442,291
    
    
    $
    381,428Long-Term Debt, including
current maturities
    
    $
    200,777
    
    
    $
    200,527
    
    
    $
    156,858
    
    
    $
    152,526
    
    
    $
    119,718Shareholders Equity
    
    $
    322,426
    
    
    $
    270,810
    
    
    $
    215,042
    
    
    $
    196,528
    
    
    $
    176,092Cash Dividends Per Share
    
    $
    .20
    
    
    $
    .20
    
    
    $
    .20
    
    
    $
    .20
    
    
    $
    .20
  - 14 -




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Results of Operations
 Executive Overview
     Performance Data
  - 15 -




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Year Ended June 30,2006
    
    2005
    
    2004Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    81.7
    
    
    
    80.6
    
    
    
    80.1Gross profit
    
    
    18.3
    
    
    
    19.4
    
    
    
    19.9Selling, general and administrative
    
    
    9.4
    
    
    
    9.2
    
    
    
    10.5Operating income
    
    
    8.9
    
    
    
    10.2
    
    
    
    9.4Interest expense, net and other
    
    
    1.3
    
    
    
    1.3
    
    
    
    0.9Income from continuing operations
before income taxes
    
    
    7.6
    
    
    
    8.9
    
    
    
    8.5Provision for income taxes
    
    
    2.7
    
    
    
    3.3
    
    
    
    3.2Income from continuing operations
    
    
    4.9
    %
    
    
    5.6
    %
    
    
    5.3
    %
 Fiscal 2006 Compared to Fiscal 2005
 Overall Performance
    - 16 -




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Results of Business Segments
      - 17 -




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Fiscal 2005 Compared to Fiscal 2004
 Overall Performance
     - 18 -




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Results of Business Segments
       - 19 -




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Financial Condition
 Overview
  Operating Activities
   Investing Activities
  Financing Activities
   - 20 -




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Contractual Obligations
  (In thousands)Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    After 5Total
    
    
    1 year
    
    
    1  3 years
    
    
    4  5 years
    
    
    yearsContractual Obligations:Long-term Debt
    
    $
    195,000
    
    
    $
    
    
    
    $
    85,000
    
    
    $
    
    
    
    $
    110,000Other Debt
    
    
    6,793
    
    
    
    1,088
    
    
    
    1,677
    
    
    
    706
    
    
    
    3,322Interest on Fixed Rate Debt
    
    
    38,125
    
    
    
    7,557
    
    
    
    14,921
    
    
    
    6,675
    
    
    
    8,972Operating Leases
    
    
    41,740
    
    
    
    5,702
    
    
    
    9,474
    
    
    
    8,998
    
    
    
    17,566Total Contractual Obligations
    
    $
    281,658
    
    
    $
    14,347
    
    
    $
    111,072
    
    
    $
    16,379
    
    
    $
    139,860
   Off-Balance Sheet Arrangements
  Environmental
  Critical Accounting Policies
    - 21 -




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
    
    Product warranties  Product warranties are estimated and recorded based on
various factors such as an examination of submitted claims for potential exposure,
claims paid history, independent data as to average length of time between asphalt
roofing replacements and other factors.
    
    Litigation  Litigation reserves are determined on a case specific basis from
evaluations by both management and outside counsel as to any probable exposure from
litigation capable of reasonable estimation.
    
    Environmental exposure  Environmental exposure, primarily related to Chromium,
is evaluated by management and our environmental consultants when known or
anticipated exposure is identified and quantifiable.
    
    Self-insurance reserves  We are partially insured against losses for both
casualty and medical claims. Reserves are calculated and maintained based on
historical experience and specifically identified losses.
         - 22 -




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Recently Issued Accounting Standards
  Market Risks
    Credit Risk
  Inflation and Changing Prices
  - 23 -




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Item 7A. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 8. Financial Statements and Supplementary Data
  PageFinancial Statements:Reports of Independent Registered Public Accounting Firms
    
    
    25Consolidated Balance Sheets at June 30, 2006 and 2005
    
    
    28Consolidated Statements of Operations for the years ended
June 30, 2006, 2005, and 2004
    
    
    29Consolidated Statements of Cash Flows for the years ended
June 30, 2006, 2005, and 2004
    
    
    30Consolidated Statements of Shareholders Equity for the years
ended June 30, 2006, 2005, and 2004
    
    
    31Summary of Significant Accounting Policies
    
    
    32Notes to Consolidated Financial Statements
    
    
    36Financial Statement Schedules:Reports of Independent Registered Public Accounting Firms
    
    
    48Schedule II  Consolidated Valuation and Qualifying Accounts
    
    
    50
  - 24 -




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal Control  Integrated Framework
     Internal Control-Integrated Framework Internal Control-Integrated Framework
  /s/ Grant Thornton LLP

Grant Thornton LLP
 
 - 25 -




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'

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Internal Control 
Integrated Framework
 /s/ Grant Thornton LLPGrant Thornton LLP
 
 - 26 -




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
  /s/ PricewaterhouseCoopers LLPPricewaterhouseCoopers LLP
 
 - 27 -




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ELKCORP AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 June 30,($ In thousands)
    
    2006
    
    
    2005AssetsCurrent AssetsCash and cash equivalents
    
    $
    4,056
    
    
    $
    9,261Short-term investments
    
    
    32,960
    
    
    
    69,160Trade receivables, less allowance of $639 and $695
    
    
    181,123
    
    
    
    148,928Inventories
    
    
    107,929
    
    
    
    71,467Prepaid expenses and other
    
    
    10,209
    
    
    
    8,223Deferred income taxes
    
    
    9,317
    
    
    
    7,849Discontinued operations
    
    
    2,675
    
    
    
    1,193Total current assets
    
    
    348,269
    
    
    
    316,081Property, Plant and EquipmentLand
    
    
    7,029
    
    
    
    5,229Buildings and improvements
    
    
    127,161
    
    
    
    117,778Machinery and equipment
    
    
    339,969
    
    
    
    314,115Construction in progress
    
    
    14,149
    
    
    
    3,867488,308
    
    
    
    440,989Less  Accumulated depreciation
    
    
    (186,168
    )
    
    
    (156,901
    )Property, plant and equipment, net
    
    
    302,140
    
    
    
    284,088Discontinued Operations  noncurrent
    
    
    1,939
    
    
    
    3,718Goodwill
    
    
    14,530
    
    
    
    1,497Intangible Assets
    
    
    10,609
    
    
    
    689Other Assets
    
    
    4,373
    
    
    
    7,496$
    681,860
    
    
    $
    613,569Liabilities and Shareholders EquityCurrent LiabilitiesAccounts payable
    
    $
    71,585
    
    
    $
    56,742Accrued liabilities
    
    
    34,230
    
    
    
    31,171Current maturities on long-term debt
    
    
    1,088
    
    
    
    381Discontinued operations
    
    
    560
    
    
    
    937Total current liabilities
    
    
    107,463
    
    
    
    89,231Long-Term Debt, net of current maturities
    
    
    199,689
    
    
    
    200,146Deferred Income Taxes
    
    
    52,282
    
    
    
    53,382Commitments and ContingenciesShareholders EquityCommon stock ($1 par, 20,503,855 and 20,297,905 shares issued)
    
    
    20,504
    
    
    
    20,298Paid-in capital
    
    
    75,724
    
    
    
    64,792Accumulated other comprehensive income
    
    
    (64
    )
    
    
    Retained earnings
    
    
    227,713
    
    
    
    186,388323,877
    
    
    
    271,478Less  Treasury stock (43,964 and 22,761 shares, at cost)
    
    
    (1,451
    )
    
    
    (668
    )Total shareholders equity
    
    
    322,426
    
    
    
    270,810$
    681,860
    
    
    $
    613,569
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ELKCORP AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Year Ended June 30,($ In thousands, except per share data)
    
    2006
    
    
    2005
    
    
    2004Sales
    
    $
    929,792
    
    
    $
    761,719
    
    
    $
    566,041Cost of goods sold
    
    
    759,251
    
    
    
    613,925
    
    
    
    453,213Gross profit
    
    
    170,541
    
    
    
    147,794
    
    
    
    112,828Selling, general and administrative
    
    
    87,817
    
    
    
    69,946
    
    
    
    59,482Operating income from continuing operations
    
    
    82,724
    
    
    
    77,848
    
    
    
    53,346Interest expense
    
    
    (13,875
    )
    
    
    (10,571
    )
    
    
    (5,444
    )Interest income
    
    
    1,835
    
    
    
    1,067
    
    
    
    133Other
    
    
    216
    
    
    
    (861
    )
    
    
    Income from continuing operations before income taxes
    
    
    70,900
    
    
    
    67,483
    
    
    
    48,035Provision for income taxes
    
    
    25,395
    
    
    
    24,787
    
    
    
    17,969Income from continuing operations
    
    
    45,505
    
    
    
    42,696
    
    
    
    30,066Income (loss) from discontinued operations, net of income
tax provision (benefit) of ($58), $2,640, and ($5,055)
    
    
    (92
    )
    
    
    4,171
    
    
    
    (9,560
    )Net income
    
    $
    45,413
    
    
    $
    46,867
    
    
    $
    20,506Income (loss) per common share  basicIncome from continuing operations
    
    $
    2.25
    
    
    $
    2.16
    
    
    $
    1.53Discontinued operations
    
    
    (.01
    )
    
    
    .21
    
    
    
    (.48
    )Net income per common share
    
    $
    2.24
    
    
    $
    2.37
    
    
    $
    1.05Income (loss) per common share  dilutedIncome from continuing operations
    
    $
    2.21
    
    
    $
    2.11
    
    
    $
    1.51Discontinued operations
    
    
    (.01
    )
    
    
    .20
    
    
    
    (.48
    )Net income per common share
    
    $
    2.20
    
    
    $
    2.31
    
    
    $
    1.03
  - 29 -




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##### Table of Contents



ELKCORP AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended June 30,($ In thousands)
    
    2006
    
    
    2005
    
    
    2004Cash Flows From Operating ActivitiesNet income
    
    $
    45,413
    
    
    $
    46,867
    
    
    $
    20,506Adjustments to reconcile net income to net
cash from operating activities:Depreciation and amortization
    
    
    26,819
    
    
    
    23,859
    
    
    
    18,050Gain on sale of discontinued assets
    
    
    
    
    
    
    (6,484
    )
    
    
    Impairment of discontinued assets
    
    
    
    
    
    
    651
    
    
    
    12,346Deferred income taxes
    
    
    (2,740
    )
    
    
    7,282
    
    
    
    3,362Stock-based compensation
    
    
    9,237
    
    
    
    2,544
    
    
    
    96Excess tax benefits of stock option exercises
    
    
    
    
    
    
    1,662
    
    
    
    275Changes in assets and liabilities, net of acquisitions:Trade receivables
    
    
    (26,487
    )
    
    
    (39,114
    )
    
    
    (2,564
    )Inventories
    
    
    (29,553
    )
    
    
    (9,288
    )
    
    
    (8,608
    )Prepaid expenses and other
    
    
    (1,657
    )
    
    
    297
    
    
    
    (1,872
    )Accounts payable
    
    
    5,961
    
    
    
    19,813
    
    
    
    1,822Accrued liabilities
    
    
    (1,934
    )
    
    
    6,879
    
    
    
    7,536Changes in assets and liabilities of discontinued operations
    
    
    (80
    )
    
    
    (821
    )
    
    
    (301
    )Net cash provided by operating activities
    
    
    24,979
    
    
    
    54,147
    
    
    
    50,648Cash Flows From Investing ActivitiesAdditions to property, plant and equipment
    
    
    (30,702
    )
    
    
    (38,251
    )
    
    
    (62,884
    )Purchases of short-term investments
    
    
    (336,350
    )
    
    
    (217,880
    )
    
    
    Sales and redemptions of short-term investments
    
    
    372,550
    
    
    
    148,720
    
    
    
    Proceeds from sales of assets of discontinued operations
    
    
    
    
    
    
    17,643
    
    
    
    Acquisitions, net of cash acquired
    
    
    (26,225
    )
    
    
    (471
    )
    
    
    Other, net
    
    
    (1,442
    )
    
    
    685
    
    
    
    (484
    )Net cash used for investing activities
    
    
    (22,169
    )
    
    
    (89,554
    )
    
    
    (63,368
    )Cash Flows From Financing ActivitiesProceeds from sale of Senior Notes
    
    
    
    
    
    
    50,000
    
    
    
    Borrowings (repayments) on Revolving Credit
Facility, net
    
    
    
    
    
    
    (10,300
    )
    
    
    10,300Payments on other borrowings
    
    
    (5,045
    )
    
    
    
    
    
    
    Dividends paid on common stock
    
    
    (4,088
    )
    
    
    (4,019
    )
    
    
    (3,935
    )Exercises of stock options
    
    
    6,614
    
    
    
    11,244
    
    
    
    2,265Purchases of common stock
    
    
    (6,522
    )
    
    
    (2,530
    )
    
    
    (693
    )Excess tax benefits of stock option exercises
    
    
    1,026
    
    
    
    
    
    
    
    Net cash provided by (used for) financing activities
    
    
    (8,015
    )
    
    
    44,395
    
    
    
    7,937Net Increase (Decrease) in Cash and Cash Equivalents
    
    
    (5,205
    )
    
    
    8,988
    
    
    
    (4,783
    )Cash and Cash Equivalents at Beginning of Year
    
    
    9,261
    
    
    
    273
    
    
    
    5,056Cash and Cash Equivalents at End of Year
    
    $
    4,056
    
    
    $
    9,261
    
    
    $
    273
  - 30 -




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##### Table of Contents



ELKCORP AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
  AccumulatedOther
    
    
    TotalComprehensive
    
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    Treasury
    
    
    Comprehensive
    
    
    ShareholdersIncome
    
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Stock
    
    
    Income
    
    
    EquityBalance, June 30, 2003
    
    
    
    
    
    
    $
    19,988
    
    
    $
    56,946
    
    
    $
    126,969
    
    
    $
    (7,375
    )
    
    $
    
    
    
    $
    196,528Comprehensive income:Net income
    
    $
    20,506
    
    
    
    
    
    
    
    
    
    
    
    
    20,506
    
    
    
    
    
    
    
    
    
    
    
    20,506Derivative transactions, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive income
    
    $
    20,506Exercises of stock options
    
    
    
    
    
    
    
    
    
    
    
    77
    
    
    
    
    
    
    
    2,188
    
    
    
    
    
    
    
    2,265Excess tax benefit of stock
option exercises
    
    
    
    
    
    
    
    
    
    
    
    275
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    275Restricted stock grants
    
    
    
    
    
    
    
    
    
    
    
    (170
    )
    
    
    
    
    
    
    170
    
    
    
    
    
    
    
    Restricted stock vesting
    
    
    
    
    
    
    
    
    
    
    
    96
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    96Purchases of common stock
from ESOP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (693
    )
    
    
    
    
    
    
    (693
    )Dividends, $.20 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,935
    )
    
    
    
    
    
    
    
    
    
    
    (3,935
    )Balance, June 30, 2004
    
    
    
    
    
    
    
    19,988
    
    
    
    57,224
    
    
    
    143,540
    
    
    
    (5,710
    )
    
    
    
    
    
    
    215,042Comprehensive income:Net income
    
    $
    46,867
    
    
    
    
    
    
    
    
    
    
    
    
    46,867
    
    
    
    
    
    
    
    
    
    
    
    46,867Derivative transactions, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive income
    
    $
    46,867Exercises of stock options
    
    
    
    
    
    
    
    310
    
    
    
    5,790
    
    
    
    
    
    
    
    5,144
    
    
    
    
    
    
    
    11,244Excess tax benefit of stock
option exercises
    
    
    
    
    
    
    
    
    
    
    
    1,662
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,662Restricted stock grants
    
    
    
    
    
    
    
    
    
    
    
    (2,428
    )
    
    
    
    
    
    
    2,428
    
    
    
    
    
    
    
    Restricted stock vesting
    
    
    
    
    
    
    
    
    
    
    
    1,214
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,214Performance stock amortization
    
    
    
    
    
    
    
    
    
    
    
    1,330
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,330Purchases of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,530
    )
    
    
    
    
    
    
    (2,530
    )Dividends, $.20 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,019
    )
    
    
    
    
    
    
    
    
    
    
    (4,019
    )Balance, June 30, 2005
    
    
    
    
    
    
    
    20,298
    
    
    
    64,792
    
    
    
    186,388
    
    
    
    (668
    )
    
    
    
    
    
    
    270,810Comprehensive income:Net income
    
    $
    45,413
    
    
    
    
    
    
    
    
    
    
    
    
    45,413
    
    
    
    
    
    
    
    
    
    
    
    45,413Derivative transactions, net
of tax
    
    
    (64
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (64
    )
    
    
    (64
    )Comprehensive income
    
    $
    45,349Exercises of stock options
    
    
    
    
    
    
    
    206
    
    
    
    1,179
    
    
    
    
    
    
    
    5,229
    
    
    
    
    
    
    
    6,614Excess tax benefit of stock
option exercises
    
    
    
    
    
    
    
    
    
    
    
    1,026
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,026Stock option vesting
    
    
    
    
    
    
    
    
    
    
    
    4,563
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,563Restricted stock grants
    
    
    
    
    
    
    
    
    
    
    
    (510
    )
    
    
    
    
    
    
    510
    
    
    
    
    
    
    
    Restricted stock vesting
    
    
    
    
    
    
    
    
    
    
    
    1,767
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,767Performance stock amortization
    
    
    
    
    
    
    
    
    
    
    
    2,907
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,907Purchases of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,522
    )
    
    
    
    
    
    
    (6,522
    )Dividends, $.20 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,088
    )
    
    
    
    
    
    
    
    
    
    
    (4,088
    )Balance, June 30, 2006
    
    
    
    
    
    
    $
    20,504
    
    
    $
    75,724
    
    
    $
    227,713
    
    
    $
    (1,451
    )
    
    $
    (64
    )
    
    $
    322,426
  - 31 -




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##### Table of Contents



SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Description of Business
   Principles of Consolidation / Use of Estimates
   Cash Equivalents and Short-term Investments
  Accounts Payable
  - 32 -




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##### Table of Contents



Accounts Receivable and Concentration of Credit Risk
  Revenue Recognition
  Freight Costs
  Inventories
  (In thousands)June 30,2006
    
    
    2005Raw Materials
    
    $
    19,426
    
    
    $
    15,380Work-In-Process
    
    
    206
    
    
    
    219Finished Goods
    
    
    88,297
    
    
    
    55,868$
    107,929
    
    
    $
    71,467
 Property, Plant and Equipment
  Buildings and improvements
    
    1040 yearsMachinery and equipment
    
    520 yearsComputer equipment
    
    36 yearsOffice furniture and equipment
    
    512 years
   - 33 -




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##### Table of Contents



Goodwill and Intangible Assets
  Advertising Costs
  Research and Development
  Long-Lived Assets
  Income Taxes
  Supplemental Cash Flows
  (In thousands)Year Ended June 30,2006
    
    
    2005
    
    
    2004Interest paid
    
    $
    13,811
    
    
    $
    10,884
    
    
    $
    8,250Income taxes paid
    
    $
    25,274
    
    
    $
    16,204
    
    
    $
    10,871
  Derivative Instruments and Hedging Activities
  - 34 -




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##### Table of Contents



Fair Value of Financial Instruments
  Accruals for Loss Contingencies
  Accounting for Stock-Based Compensation
  - 35 -




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Earnings Per Share
  (In thousands, except per share data)Year Ended June 30,2006
    
    
    2005
    
    
    2004Income from continuing operations
    
    $
    45,505
    
    
    $
    42,696
    
    
    $
    30,066Denominator for basic earnings per share-weighted
average shares outstanding
    
    
    20,275
    
    
    
    19,788
    
    
    
    19,609Effect of dilutive securities:Unvested restricted shares and outstanding stock options
    
    
    332
    
    
    
    466
    
    
    
    316Denominator
for diluted earnings per share-adjusted
weighted average shares and assumed issuance of shares
purchased under the stock option plans and vesting of
restricted shares using the treasury stock method
    
    
    20,607
    
    
    
    20,254
    
    
    
    19,925Basic earnings per share from continuing operations
    
    $
    2.25
    
    
    $
    2.16
    
    
    $
    1.53Diluted earnings per share from continuing operations
    
    $
    2.21
    
    
    $
    2.11
    
    
    $
    1.51Stock options excluded from computation of diluted
earnings per share due to anti-dilutive effect
    
    
    -0-
    
    
    
    -0-
    
    
    
    730Performance shares excluded from computation
due to conditions for issuance having not been satisfied
    
    
    285
    
    
    
    140
    
    
    
    
 Long-Term Debt
 Long-term debt is summarized as follows:
    
    (In thousands)June 30,
    
    
    June 30,2006
    
    
    2005Senior Notes
    
    $
    195,000
    
    
    $
    195,000Revolving Credit Facility
    
    
    
    
    
    
    Other debt
    
    
    6,793
    
    
    
    1,064Fair value of interest rate swaps
    
    
    (1,016
    )
    
    
    4,463200,777
    
    
    
    200,527Less: Current maturities
    
    
    (1,088
    )
    
    
    (381
    )$
    199,689
    
    
    $
    200,146
  Principal Amount
    
    
    Maturity
    
    
    Interest Rate$
    25,000
    
    
    July 2007
    
    
    4.69
    %$
    60,000
    
    
    June 2009
    
    
    6.99
    %$
    60,000
    
    
    June 2012
    
    
    7.49
    %$
    50,000
    
    
    November 2014
    
    
    6.28
    %$
    195,000
 - 36 -




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##### Table of Contents



Shareholders Equity
  Shareholder Rights Plan
   Product Warranties
  - 37 -




---



##### Table of Contents



(In thousands)Year Ended June 30,2006
    
    
    2005Balance at beginning of year
    
    $
    4,902
    
    
    $
    3,103Warranties of acquired business
    
    
    167
    
    
    
    Accrual for new warranties
    
    
    4,005
    
    
    
    2,954Changes in estimates for pre-existing
warranties
    
    
    1,721
    
    
    
    2,710Warranty settlements during the year
    
    
    (4,666
    )
    
    
    (3,865
    )Balance at end of year
    
    $
    6,129
    
    
    $
    4,902
 Stock-Based Compensation
     2006
    
    2005
    
    2004Dividend yield:
    
    
    0.85%
    
    
    
    0.90%
    
    
    
    1.00%Risk-free interest rate:
    
    
    4.15%
    
    
    
    4.60%
    
    
    
    3.70%Expected market price volatility:
    
    
    .390
    
    
    
    .352
    
    
    
    .435Expected life of options:
    8.0 years
    
   8.2 years
     
    9.0 yearsFair value of grants:
    
    $
    13.37
    
    
    $
    10.63
    
    
    $
    11.40
  - 38 -




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##### Table of Contents



WeightedNumber
    
    
    Exercise Price
    
    
    Average Exerciseof Shares
    
    
    Range per Share
    
    
    Price per ShareOutstanding at June 30, 2003
    
    
    1,999,011
    
    
    $
    7.56
    
    
    
    $
    34.25
    
    
    $
    21.51Granted
    
    
    391,385
    
    
    $
    22.61
    
    
    
    $
    25.60
    
    
    $
    22.78Cancelled
    
    
    (24,596
    )
    
    $
    10.72
    
    
    
    $
    28.04
    
    
    $
    24.75Exercised
    
    
    (218,988
    )
    
    $
    8.33
    
    
    
    $
    28.04
    
    
    $
    15.20Outstanding at June 30, 2004
    
    
    2,146,812
    
    
    $
    7.56
    
    
    
    $
    34.25
    
    
    $
    22.35Granted
    
    
    81,023
    
    
    $
    23.21
    
    
    
    $
    27.72
    
    
    $
    24.03Cancelled
    
    
    (49,285
    )
    
    $
    13.33
    
    
    
    $
    34.25
    
    
    $
    26.12Exercised
    
    
    (499,521
    )
    
    $
    8.33
    
    
    
    $
    28.04
    
    
    $
    21.87Outstanding at June 30, 2005
    
    
    1,679,029
    
    
    $
    7.56
    
    
    
    $
    28.04
    
    
    $
    22.47Granted
    
    
    93,250
    
    
    $
    28.39
    
    
    
    $
    31.83
    
    
    $
    28.93Cancelled
    
    
    (10,095
    )
    
    $
    20.07
    
    
    
    $
    27.93
    
    
    $
    24.00Exercised
    
    
    (338,826
    )
    
    $
    7.56
    
    
    
    $
    28.04
    
    
    $
    20.33Outstanding at June 30, 2006
    
    
    1,423,358
    
    
    $
    7.56
    
    
    
    $
    31.83
    
    
    $
    23.41
  Options Outstanding
    
    Options ExercisableWeighted-Average
    
    
    
    
    
    WeightedRange of Exercise
    
    Number
    
    Remaining
    
    Exercise
    
    Number
    
    AveragePrices
    
    Outstanding
    
    Contractual Life
    
    Price
    
    Exercisable
    
    Exercise Price$  7.56 - $19.99
    
    
    291,860
    
    
    3.69 yrs.
    
    $
    17.85
    
    
    
    291,860
    
    
    $
    17.85$20.00 - $24.99
    
    
    598,206
    
    
    6.42 yrs.
    
    $
    21.99
    
    
    
    309,003
    
    
    $
    21.67$25.00 - $31.83
    
    
    533,292
    
    
    5.89 yrs.
    
    $
    28.05
    
    
    
    338,198
    
    
    $
    28.01
     - 39 -




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##### Table of Contents



(In thousands)Year Ended June 30,2005
    
    
    2004Net income, as reported
    
    $
    46,867
    
    
    $
    20,506Add: Stock-based employee compensation expense
included in reported net income under APB No.
25, net of related tax effects
    
    
    865
    
    
    
    Deduct: Total stock-based compensation expense
determined under fair value based method, net
of related tax effects
    
    
    (3,571
    )
    
    
    (2,519
    )Pro forma earnings
    
    $
    44,161
    
    
    $
    17,987Earnings per common share:Basic  as reported
    
    $
    2.37
    
    
    $
    1.05Basic  pro forma
    
    $
    2.23
    
    
    $
    .92Diluted  as reported
    
    $
    2.31
    
    
    $
    1.03Diluted  pro forma
    
    $
    2.18
    
    
    $
    .90
 - 40 -




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##### Table of Contents



(in thousands)Year EndedJune 30, 2006Income from continuing operations before income taxes
    
    $
    5,063Income from continuing operations and net income
    
    $
    3,250Basic and diluted earnings per share
    
    $
    .16
  Employee Benefit Plans
   Commitments and Contingencies
  (In thousands)Minimum RentalFiscal Year
    
    Commitments2007
    
    $
    5,7022008
    
    
    5,0802009
    
    
    4,3942010
    
    
    4,5062011
    
    
    4,492Thereafter
    
    
    17,566Total
    
    $
    41,740
  - 41 -




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- 42 -




---



##### Table of Contents



Accrued Liabilities
  (In thousands)June 30,2006
    
    
    2005Product warranty reserves
    
    $
    6,129
    
    
    $
    4,902Self-insurance reserves
    
    
    1,599
    
    
    
    1,221Compensation and employee benefits
    
    
    12,432
    
    
    
    14,488All other
    
    
    14,070
    
    
    
    10,560$
    34,230
    
    
    $
    31,171
 Acquisitions
   Discontinued Operations
   - 43 -




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##### Table of Contents



(In thousands)Year Ended June 30,2006
    
    
    2005
    
    
    2004Sales
    
    $
    
    
    
    $
    5,386
    
    
    $
    15,101Cost of sales
    
    
    
    
    
    
    1,039
    
    
    
    11,173Selling, general and administrative
    
    
    150
    
    
    
    3,369
    
    
    
    6,197Write-down of assets
    
    
    
    
    
    
    651
    
    
    
    12,346Operating income (loss)
    
    
    (150
    )
    
    
    327
    
    
    
    (14,615
    )Gain on disposal
    
    
    
    
    
    
    6,484
    
    
    
    Income (loss) from discontinued operations
    
    
    (150
    )
    
    
    6,811
    
    
    
    (14,615
    )Income tax provision (benefit)
    
    
    (58
    )
    
    
    2,640
    
    
    
    (5,055
    )Net income (loss) from discontinued operations
    
    $
    (92
    )
    
    $
    4,171
    
    
    $
    (9,560
    )
  Goodwill and Intangible Assets
  (in thousands)Year Ended June 30,2006
    
    
    2005Balance at beginning of year
    
    $
    1,497
    
    
    $
    Goodwill acquired
    
    
    13,033
    
    
    
    1,497Balance at end of year
    
    $
    14,530
    
    
    $
    1,497
   Intangible Assets, Cost
    
    
    Accumulated Amortization
    
    
    Net Book ValueJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005Patents
    
    $
    6,215
    
    
    $
    724
    
    
    $
    395
    
    
    $
    35
    
    
    $
    5,820
    
    
    $
    689Customer relationships
    
    
    3,700
    
    
    
    
    
    
    
    308
    
    
    
    
    
    
    
    3,392
    
    
    
    Trademarks
    
    
    600
    
    
    
    
    
    
    
    36
    
    
    
    
    
    
    
    564
    
    
    
    Noncompete agreement
    
    
    1,000
    
    
    
    
    
    
    
    167
    
    
    
    
    
    
    
    833
    
    
    
    $
    11,515
    
    
    $
    724
    
    
    $
    906
    
    
    $
    35
    
    
    $
    10,609
    
    
    $
    689
 
 
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##### Table of Contents



Financial Information By Company Segments
 (In thousands)Year Ended June 30,2006
    
    
    2005
    
    
    2004SalesPremium Roofing Products
    
    $
    836,208
    
    
    $
    693,634
    
    
    $
    519,284Composite Building Products
    
    
    31,423
    
    
    
    19,425
    
    
    
    8,524Specialty Fabric Technologies
    
    
    53,316
    
    
    
    39,451
    
    
    
    29,894Surface Finishes
    
    
    8,845
    
    
    
    9,209
    
    
    
    8,339$
    929,792
    
    
    $
    761,719
    
    
    $
    566,041Income from Continuing OperationsPremium Roofing Products
    
    $
    107,004
    
    
    $
    104,232
    
    
    $
    68,275Composite Building Products
    
    
    (7,816
    )
    
    
    (11,822
    )
    
    
    (2,262
    )Specialty Fabric Technologies
    
    
    6,320
    
    
    
    2,083
    
    
    
    319Surface Finishes
    
    
    1,033
    
    
    
    144
    
    
    
    598Corporate
    
    
    (23,817
    )
    
    
    (16,789
    )
    
    
    (13,584
    )82,724
    
    
    
    77,848
    
    
    
    53,346Interest expense, net and other
    
    
    (11,824
    )
    
    
    (10,365
    )
    
    
    (5,311
    )Income from continuing operations before income taxes
    
    $
    70,900
    
    
    $
    67,483
    
    
    $
    48,035Identifiable AssetsPremium Roofing Products
    
    $
    540,780
    
    
    $
    434,008
    
    
    $
    401,618Composite Building Products
    
    
    55,765
    
    
    
    51,988
    
    
    
    23,183Specialty Fabric Technologies
    
    
    8,239
    
    
    
    7,829
    
    
    
    4,666Surface Finishes
    
    
    6,571
    
    
    
    7,021
    
    
    
    6,796Corporate
    
    
    65,891
    
    
    
    107,812
    
    
    
    27,506Discontinued Operations
    
    
    4,614
    
    
    
    4,911
    
    
    
    16,939$
    681,860
    
    
    $
    613,569
    
    
    $
    480,708Depreciation and AmortizationPremium Roofing Products
    
    $
    21,342
    
    
    $
    18,511
    
    
    $
    14,216Composite Building Products
    
    
    2,948
    
    
    
    1,055
    
    
    
    419Specialty Fabric Technologies
    
    
    
    
    
    
    
    
    
    
    Surface Finishes
    
    
    571
    
    
    
    689
    
    
    
    682Corporate
    
    
    1,958
    
    
    
    3,604
    
    
    
    2,733$
    26,819
    
    
    $
    23,859
    
    
    $
    18,050Capital ExpendituresPremium Roofing Products
    
    $
    24,198
    
    
    $
    11,753
    
    
    $
    52,043Composite Building Products
    
    
    4,448
    
    
    
    24,482
    
    
    
    3,836Specialty Fabric Technologies
    
    
    
    
    
    
    
    
    
    
    Surface Finishes
    
    
    268
    
    
    
    272
    
    
    
    260Corporate
    
    
    1,788
    
    
    
    1,744
    
    
    
    6,745$
    30,702
    
    
    $
    38,251
    
    
    $
    62,884
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##### Table of Contents



Income Taxes
  Year Ended June 30,2006
    
    2005
    
    2004Federal statutory tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %Change in tax rate resulting from:State income taxes, net of federal benefit
    
    
    1.9
    %
    
    
    1.7
    %
    
    
    2.1
    %Other, including manufacturers
deduction in fiscal 2006
    
    
    (1.1
    )%
    
    
    
    
    
    
    .3
    %35.8
    %
    
    
    36.7
    %
    
    
    37.4
    %
  (In thousands)Year Ended June 30,2006
    
    
    2005
    
    
    2004Federal:Current
    
    $
    26,171
    
    
    $
    17,787
    
    
    $
    5,558Deferred
    
    
    (2,140
    )
    
    
    5,812
    
    
    
    11,340State:Current
    
    
    1,964
    
    
    
    632
    
    
    
    300Deferred
    
    
    (600
    )
    
    
    556
    
    
    
    771$
    25,395
    
    
    $
    24,787
    
    
    $
    17,969
  (In thousands)Year Ended June 30,2006
    
    
    2005
    
    
    2004Deferred tax assets:Accrued liabilities, difference in
expense recognition
    
    $
    4,014
    
    
    $
    3,759
    
    
    $
    2,967Receivables, bad debt reserve
    
    
    189
    
    
    
    243
    
    
    
    314Inventories, difference in capitalization
    
    
    1,867
    
    
    
    2,009
    
    
    
    2,318Nonqualified deferred compensation plan
    
    
    1,085
    
    
    
    806
    
    
    
    679Asset impairment
    
    
    47
    
    
    
    123
    
    
    
    4,030Stock-based compensation
    
    
    3,126
    
    
    
    897
    
    
    
    46Other
    
    
    
    
    
    
    12
    
    
    
    4210,328
    
    
    
    7,849
    
    
    
    10,396Deferred tax liabilities:Fixed assets, primarily depreciation method
differences and deferred testing costs
    
    
    (51,999
    )
    
    
    (52,119
    )
    
    
    (45,611
    )Deferred license fees
    
    
    (1,294
    )
    
    
    (1,263
    )
    
    
    (3,037
    )(53,293
    )
    
    
    (53,382
    )
    
    
    (48,648
    )Net deferred tax liability
    
    $
    (42,965
    )
    
    $
    (45,533
    )
    
    $
    (38,252
    )
  - 46 -




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##### Table of Contents



Recently Issued Accounting Standards
  Quarterly Summary of Operations
  First Quarter
    
    
    Second Quarter
    
    
    Third Quarter
    
    
    Fourth Quarter2006
    
    
    2005
    
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005Sales
    
    $
    215,857
    
    
    $
    163,012
    
    
    $
    228,949
    
    
    $
    194,099
    
    
    $
    243,194
    
    
    $
    201,871
    
    
    $
    241,792
    
    
    $
    202,737Gross Profit
    
    
    39,728
    
    
    
    29,590
    
    
    
    42,137
    
    
    
    41,202
    
    
    
    42,277
    
    
    
    43,932
    
    
    
    46,399
    
    
    
    33,070Income (Loss) from:Continuing
Operations
    
    
    10,527
    
    
    
    7,660
    
    
    
    11,081
    
    
    
    14,198
    
    
    
    10,146
    
    
    
    14,123
    
    
    
    13,751
    (1)
    
    
    6,715Discontinued
Operations
    
    
    
    
    
    
    (851
    )
    
    
    (66
    )
    
    
    128
    
    
    
    
    
    
    
    1,174
    
    
    
    (26
    )
    
    
    3,720Net Income
    
    $
    10,527
    
    
    $
    6,809
    
    
    $
    11,015
    
    
    $
    14,326
    
    
    $
    10,146
    
    
    $
    15,297
    
    
    $
    13,725
    ( 1)
    
    $
    10,435Net Income (Loss) Per Share:Continuing Operations Basic
    
    $
    .52
    
    
    $
    .39
    
    
    $
    .54
    
    
    $
    .72
    
    
    $
    .50
    
    
    $
    .71
    
    
    $
    .67
    (1)
    
    $
    .34Diluted
    
    $
    .51
    
    
    $
    .38
    
    
    $
    .54
    
    
    $
    .70
    
    
    $
    .49
    
    
    $
    .69
    
    
    $
    .67
    (1)
    
    $
    .33Discontinued Operations Basic
    
    
    
    
    
    $
    (.04
    )
    
    
    
    
    
    $
    .01
    
    
    
    
    
    
    $
    .06
    
    
    
    
    
    
    $
    .18Diluted
    
    
    
    
    
    $
    (.04
    )
    
    
    
    
    
    $
    .01
    
    
    
    
    
    
    $
    .06
    
    
    
    
    
    
    $
    .18Net IncomeBasic
    
    $
    .52
    
    
    $
    .35
    
    
    $
    .54
    
    
    $
    .73
    
    
    $
    .50
    
    
    $
    .77
    
    
    $
    .67
    
    
    $
    .52Diluted
    
    $
    .51
    
    
    $
    .34
    
    
    $
    .54
    
    
    $
    .71
    
    
    $
    .49
    
    
    $
    .75
    
    
    $
    .67
    
    
    $
    .51
  (1)
    
    Recognition of stock-based compensation of retirement age eligible employees reduced income
from continuing
operations and net income by $645, or $.03 per basic and diluted net income per share.
 - 47 -




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON FINANCIAL STATEMENT SCHEDULE
 
  /s/ Grant Thornton LLP
 
 - 48 -




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON FINANCIAL STATEMENT SCHEDULE
 
  /s/ PricewaterhouseCoopers LLP
 
 - 49 -




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##### Table of Contents



ELKCORP AND SUBSIDIARIES
 
 SCHEDULE II  CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
 FOR THE YEARS ENDED JUNE 30, 2006, 2005, AND 2004
 (Dollars in thousands)Column A
    
    Column B
    
    
    Column C
    
    
    Column D
    
    
    Column EAdditions
    
    
    DeductionsBalance at Beginning of
    
    
    Charged to Costs and
    
    
    
    
    
    
    For Purposes For Which
    
    
    Balance atDescription
    
    Period
    
    
    Expenses
    
    
    Other
    
    
    Reserves Were Created
    
    
    End of PeriodYear Ended June 30, 2006Allowance for
doubtful accounts
    
    $
    695
    
    
    $
    81
    
    
    $
    100
    
    
    $
    (237
    )
    
    $
    639Allowance for
inventory
obsolescence
    
    $
    262
    
    
    $
    
    
    
    $
    
    
    
    $
    (147
    )
    
    $
    115Year Ended June 30, 2005Allowance for
doubtful accounts
    
    $
    605
    
    
    $
    358
    
    
    $
    
    
    
    $
    (268
    )
    
    $
    695Allowance for
inventory
obsolescence
    
    $
    262
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    262Year Ended June 30, 2004Allowance for
doubtful accounts
    
    $
    935
    
    
    $
    83
    
    
    $
    (175
    )
    
    $
    (238
    )
    
    $
    605Allowance for
inventory
obsolescence
    
    $
    262
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    262
 - 50 -




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##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
  Internal Control-Integrated Framework
   Changes in Internal Control Over Financial Reporting
  - 51 -




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##### Table of Contents



Limitations on Effectiveness of Internal Controls
  
 Item 9B. Other Information
  - 52 -




---



##### Table of Contents



PART III
 
 Item 10. Directors and Executive Officers of the Registrant
  Code of Conduct and Ethics in Financial Reporting -
 www.elkcorp.com
 www.elkcorp.com
  www.elkcorp.com
 
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
  
 Item 13. Certain Relationships and Related Transactions
  
 Item 14. Principal Accountant Fees and Services
  - 53 -




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 (a)
    1.
    
    Financial StatementsThe following financial statements of the company are set forth in Item 8 of this Annual
Report on Form 10-K:
 
 2.
    
    Financial Statement SchedulesReports of Independent Registered Public Accounting Firms
Schedule II  Consolidated Valuation and Qualifying AccountsAll other schedules are omitted because they are not required, are not applicable, or the
information is included in
the financial statements or notes thereto.3.
    
    Executive Compensation Plans and ArrangementsThe following is a list of all executive compensation plans and arrangements required to be
filed as an exhibit to
this report:
 1.
    
    Amended and Restated Elcor Corporation Employee Stock/Loan Plan filed as
Exhibit 10.2 hereto and incorporated by reference to Exhibit 10.2 in the Registrants
Annual Report on Form 10-K for the year ended June 30, 1998 (File No. 1-5341).2.
    
    2004 ElkCorp Amended and Restated Equity Incentive Compensation Plan filed as
Exhibit 10.4 hereto and incorporated by reference to Exhibit B in the Registrants
Proxy Statement dated September 17, 2004 (File 1-5341).3.
    
    Deferred Compensation Plan filed as Exhibit 10.3 hereto and incorporated by
reference to Exhibit 10.4 in the Registrants Annual Report on Form 10-K for the year
ended June 30, 2000 (File No. 1-5341).4.
    
    Form of Executive Agreement filed as Exhibit 10.1 in the Registrants Annual
Report on Form 10-K for the year ended June 30, 1998 (File No. 1-5341).
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##### Table of Contents



Number
    
    Description of Exhibit**3.1
    
    The Restated Certificate of Incorporation of
the company, filed as Exhibit 3.1 in the
companys Annual Report on Form 10-K for the
year ended June 30, 1994 (File No. 1-5341).**3.2
    
    Certificate of Amendment to Certificate of
Incorporation dated December 2, 1998, filed
as Exhibit 3.11 in the companys Annual
Report on Form 10-K for the year ended June
30, 1999 (File No. 1-5341).**3.3
    
    Bylaws of the company, as amended, filed as
Exhibit 3.2 in the companys Annual Report on
Form 10-K for the year ended June 30, 2003
(File No. 1-5341).**4.1
    
    Form of Rights Agreement dated as of July 7,
1998, between the company and ChaseMellon
Shareholder Services, L.L.C., as Rights
Agent, which includes as Exhibits A and B
thereto the Forms of Certificate of
Designation, Preferences and Rights of Series
A Participating Preferred Stock, Rights
Certificate, filed as Exhibit 4.1 in the
companys current Report on Form 8-K dated May 26, 1998 (File
No. 1-5341).**4.2
    
    Credit Agreement dated as of November 30,
2000 among the company, Bank of America,
N.A., as Administrative Agent, Swing Line
Lender and L/C Issuer, Bank One, Texas, N.A.,
as Documentation Agent, First Union National
Bank, as Syndication Agent, The Other Lenders
Party Hereto, and Banc of America Securities
LLC, as Sole Lead Arranger and Sole Book
Manager, filed as Exhibit 4.12 in the
companys Quarterly Report on Form 10-Q for
the quarter ended December 31, 2000 (File No.
1-5341).**4.3
    
    First Amendment to Credit Agreement dated as
of March 31, 2001 among the company, Bank
One, N.A., as Documentation Agent, First
Union National Bank, as Syndication Agent,
and Bank of America, N.A., as Administrative
Agent, Swing Line Lender and L/C Issuer,
filed as Exhibit 4.13 in the companys
Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001 (File No. 1-5341).**4.4
    
    Note Purchase Agreement dated as of June 1,
2002 for the sale of $120,000,000 Aggregate
Principal Amount of Senior Notes, filed as
Exhibit 4.14 in the companys current Report
on Form 8-K dated June 10, 2002 (File No.
1-5341).**4.5
    
    Note Purchase Agreement dated as of March 1,
2003 for the sale of $25,000,000 Aggregate
Principal Amount of Senior Notes, filed as
Exhibit 4.15 in the companys current Report on Form 8-K dated
March 18, 2003 (File No. 1-5341).**4.6
    
    Second Amendment to Credit Agreement dated as
of June 5, 2002 among the company, Bank One,
N.A., as Documentation Agent, First Union
National Bank, as Syndication Agent, and Bank
of America, N.A., as Administrative Agent,
Swing Line Lender and L/C Issuer, filed as
Exhibit 4.16 in the companys Quarterly
Report on Form 10-Q for the quarter ended
March 31, 2003 (File No. 1-5341).**4.7
    
    Third Amendment to Credit Agreement dated as
of February 20, 2003 among the company, Bank
One, N.A., as Documentation Agent, Wachovia
Bank, N.A., as Syndication Agent, and Bank of
America, N.A., as Administrative Agent, Swing
Line Lender and L/C Issuer, filed as Exhibit
4.17 in the companys Quarterly Report on
Form 10-Q for the quarter ended March 31,
2003 (File No. 1-5341).
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##### Table of Contents



Number
    
    Description of Exhibit**4.8
    
    Fourth Amendment to Credit Agreement dated as of March 7, 2003 among the
company, Bank One, N.A., as Documentation Agent, and Bank of America, N.A.,
as Administrative Agent, Swing Line Lender and L/C Issuer, filed as Exhibit
4.18 in the companys Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003 (File No. 1-5341).**4.9
    
    Fifth Amendment to Credit Agreement dated as of December 5, 2003 among the
company, Bank One, N.A. as Documentation Agent, and Bank of America, N.A.,
as Administrative Agent, Swing Line Lender and L/C Issuer, filed as Exhibit
4.19 in the companys Quarterly Report on Form 10-Q for the quarter ended
December 31, 2003 (File No. 1-5341).**4.10
    
    Note Purchase Agreement dated as of June 15, 2004 for the sale of $50,000,000
Aggregate Principal Amount of Senior Notes, filed as Exhibit 4.19 in the
companys Annual Report on Form 10-K for the year ended June 30, 2004 (File
No. 1-5341).**4.11
    
    Sixth Amendment to Credit Agreement dated as of May 27, 2005 among the
company, Bank One, N.A. as Documentation Agent, and Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, filed as Exhibit 4.11
in the companys Annual Report on Form 10-K for the year ended June 30, 2005
(File No. 1-5341).**4.12
    
    Seventh Amendment to Credit Agreement dated as of August 12, 2005 among the
company, Bank One, N.A. as Documentation Agent, and Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, filed as Exhibit
4.11 in the companys Annual Report on Form 10-K for the year ended June 30,
2005 (File No. 1-5341).**10.1
    
    Form of Executive Agreement filed as Exhibit 10.1 in the companys Annual
Report on Form 10-K for the year ended June 30, 1998 (File No. 1-5341).**10.2
    
    Amended and Restated Elcor Corporation Employee Stock/Loan Plan filed as
Exhibit 10.2 in the companys Annual Report on Form 10-K for the year ended
June 30, 1998 (File No. 1-5341).**10.3
    
    Deferred Compensation Plan filed as Exhibit 10.4 in the companys Annual
Report on Form 10-K for the year ended June 30, 2000 (File No. 1-5341).**10.4
    
    2004 Amended and Restated ElkCorp Equity Incentive Compensation Plan filed as
Exhibit B in the companys Proxy Statement dated September 17, 2004 (File
1-5341).**10.5
    
    Form of Performance Stock Award Agreement filed as Exhibit 10.1 in the
companys current Report in Form 8-K dated December 10, 2004 (File No.
1-5341).** 16
    
    PricewaterhouseCoopers Letter to the Commission dated September 17, 2004,
filed as Exhibit 16.1 in the companys current Report on Form 8-K dated
September 13, 2004 (File No. 1-5341).* 21
    
    Subsidiaries of the Registrant.* 23.1
    
    Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP).* 23.2
    
    Consent of Independent Registered Public Accounting Firm
(PricewaterhouseCoopers LLP).
 - 56 -




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##### Table of Contents



Number
    
    Description of Exhibit* 31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.* 31.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.* 32.1
    
    Certificate of the Chief Executive Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.* 32.2
    
    Certificate of the Chief Financial Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed with the Securities and Exchange Commission as a part of the
2006 Annual Report on Form 10-K.**
    
    Incorporated by reference. - 57 -




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##### Table of Contents



SIGNATURES
  ElkCorpDate   September 6, 2006
    By /s/ Gregory J. FisherGregory J. FisherSenior Vice President,
Chief Financial Officer
and ControllerBy /s/ Leonard R. HarralLeonard R. HarralVice President, Chief
Accounting Officer
and Treasurer - 58 -




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##### Table of Contents



SIGNATURES
  Signature
    
    Title
    
    Date/s/ Thomas D. Karol

Thomas D. Karol
    
    Chairman of the Board,
Chief Executive Officer
and Director (Principal
Executive Officer)
    
    September 6, 2006/s/ Richard A. Nowak

Richard A. Nowak
    
    President, Chief Operating
Officer and Director
    
    September 6, 2006/s/ Gregory J. Fisher

Gregory J. Fisher
    
    Senior Vice President, Chief
Financial Officer and
Controller
(Principal Financial Officer)
    
    September 6, 2006/s/ Leonard R. Harral

Leonard R. Harral
    
    Vice President, Chief
Accounting
Officer and Treasurer
(Principal Accounting Officer)
    
    September 6, 2006/s/ James E. Hall

James E. Hall
    
    Director
    
    September 6, 2006/s/ Dale V. Kesler

Dale V. Kesler
    
    Director
    
    September 6, 2006/s/ Shauna R. King

Shauna R. King
    
    Director
    
    September 6, 2006/s/ Michael L. McMahan

Michael L. McMahan
    
    Director
    
    September 6, 2006/s/ Steven J. Demetriou

Steven J. Demetriou
    
    Director
    
    September 6, 2006
 - 59 -




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##### Table of Contents



INDEX TO EXHIBITS
 **3.1
    
    The Restated Certificate of Incorporation of the company, filed as
Exhibit 3.1 in the companys Annual Report on Form 10-K for the
year ended June 30, 1994 (File No. 1-5341).**3.2
    
    Certificate of Amendment to Certificate of Incorporation dated
December 2, 1998 filed as Exhibit 3.11 in the companys Annual
Report on Form 10-K for the year ended June 30, 1999 (File No.
1-5341).**3.3
    
    Bylaws of the company, as amended, filed as Exhibit 3.2 in the
companys Annual Report on Form 10-K for the year ended June 30,
2003 (File No. 1-5341).**4.1
    
    Form of Rights Agreement dated as of July 7, 1998, between the
company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent, which includes as Exhibits A and B thereto the Forms of
Certificate of Designation, Preferences and Rights of Series A
Participating Preferred Stock, Rights Certificate, filed as Exhibit
4.1 in the companys current Report on Form 8-K dated May 26, 1998
(File No. 1-5341).**4. 2
    
    Credit Agreement dated as of November 30, 2000 among the company,
Bank of America, N.A., as Administrative Agent, Swing Line Lender
and L/C Issuer, Bank One, Texas, N.A., as Documentation Agent,
First Union National Bank, as Syndication Agent, The Other Lenders
Party Hereto, and Banc of America Securities LLC, as Sole Lead
Arranger and Sole Book Manager, filed as Exhibit 4.12 in the
companys Quarterly Report on Form 10-Q for the quarter ended
December 31, 2000 (File No. 1-5341).**4.3
    
    First Amendment to Credit Agreement dated as of March 31, 2001
among the company, Bank One, N.A., as Documentation Agent, First
Union National Bank, as Syndication Agent, and Bank of America,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,
filed as Exhibit 4.13 in the companys Quarterly Report on Form
10-Q for the quarter ended March 31, 2001 (File No. 1-5341).**4.4
    
    Note Purchase Agreement dated as of June 1, 2002 for the sale of
$120,000,000 Aggregate Principal Amount of Senior Notes, filed as
Exhibit 4.14 in the companys current Report on Form 8-K dated June
10, 2002 (File No. 1-5341).**4.5
    
    Note Purchase Agreement dated as of March 1, 2003 for the sale of
$25,000,000 Aggregate Principal Amount of Senior Notes, filed as
Exhibit 4.15 in the companys current Report on Form 8-K dated
March 18, 2003 (File No. 1-5341).**4.6
    
    Second Amendment to Credit Agreement dated as of June 5, 2002 among
the company, Bank One, N.A., as Documentation Agent, First Union
National Bank, as Syndication Agent, and Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, filed as
Exhibit 4.16 in the companys Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003 (File No. 1-5341).**4.7
    
    Third Amendment to Credit Agreement dated as of February 20, 2003
among the company, Bank One, N.A., as Documentation Agent, Wachovia
Bank, N.A., as Syndication Agent, and Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, filed as
Exhibit 4.17 in the companys Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003 (File No. 1-5341).




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##### Table of Contents



**4.8
    
    Fourth Amendment to Credit Agreement dated as of March 7, 2003 among the
company, Bank One, N.A., as Documentation Agent, and Bank of America, N.A.,
as Administrative Agent, Swing Line Lender and L/C Issuer, filed as Exhibit
4.18 in the companys Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003 (File No. 1-5341).**4.9
    
    Fifth Amendment to Credit Agreement dated as of December 5, 2003 among the
company, Bank One, N.A. as Documentation Agent, and Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, filed as Exhibit 4.19
in the companys Quarterly Report on Form 10-Q for the quarter ended December
31, 2003 (File No. 1-5341).**4.10
    
    Note Purchase Agreement dated as of June 15, 2004 for the sale of $50,000,000
Aggregate Principal Amount of Senior Notes, filed as Exhibit 4.19 in the
companys Annual Report on Form 10-K for the year ended June 30, 2004 (File
No. 1-5341).**4.11
    
    Sixth Amendment to Credit Agreement dated as of May 27, 2005 among the
company, Bank One, N.A. as Documentation Agent, and Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, filed as Exhibit 4.11
in the companys Annual Report on Form 10-K for the year ended June 30, 2005
(File No. 1-5341).**4.12
    
    Seventh Amendment to Credit Agreement dated as of August 12, 2005 among the
company, Bank One, N.A. as Documentation Agent, and Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, filed as Exhibit 4.11
in the companys Annual Report on Form 10-K for the year ended June 30, 2005
(File No. 1-5341).**10.1
    
    Form of Executive Agreement filed as Exhibit 10.1 in the companys Annual
Report on Form 10-K for the year ended June 30, 1998 (File No. 1-5341).**10.2
    
    Amended and Restated Elcor Corporation Employee Stock/Loan Plan filed as
Exhibit 10.2 in the companys Annual Report on Form 10-K for the year ended
June 30, 1998 (File No. 1-5341).**10.3
    
    Deferred Compensation Plan filed as Exhibit 10.4 in the companys Annual
Report on Form 10-K for the year ended June 30, 2000 (File No. 1-5341).**10.4
    
    2004 Amended and Restated ElkCorp Equity Incentive Compensation Plan filed as
Exhibit B in the companys Proxy Statement dated September 17, 2004 (File
1-5341).**10.5
    
    Form of Performance Stock Award Agreement filed as Exhibit 10.1 in the
companys current Report on Form 8-K dated December 10, 2004 (File No.
1-5341).** 16
    
    PricewaterhouseCoopers Letter to the Commission dated September 17, 2004,
filed as Exhibit 16.1 in the companys current Report on Form 8-K dated
September 13, 2004 (File No. 1-5341).* 21
    
    Subsidiaries of the Registrant.* 23.1
    
    Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP).* 23.2
    
    Consent of Independent Registered Public Accounting Firm
(PricewaterhouseCoopers LLP).




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##### Table of Contents



* 31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.* 31.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.* 32.1
    
    Certificate of the Chief Executive Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.* 32.2
    
    Certificate of the Chief Financial Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed with the Securities and Exchange Commission as a part of the
2006 Annual Report on Form 10-K.**
    
    Incorporated by reference.