8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 3, 2010

Headwaters Incorporated

(Exact name of registrant as specified in its charter)

Delaware	1-32459	87-0547337
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
10653 South River Front Parkway, Suite 300 South Jordan, UT		84095
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (801) 984-9400

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Certain statements contained in this Current Report on Form 8-K are forward-looking statements within the meaning of federal securities laws and Headwaters intends that such forward-looking statements be subject to the safe-harbor created thereby.

Forward-looking statements include Headwaters’ expectations as to the managing and marketing of coal combustion products, the production and marketing of building materials and products, the production and marketing of cleaned coal, the production and marketing of hydrogen peroxide, the licensing of resid hydrocracking technology and catalyst sales to oil refineries, the availability of refined coal tax credits, the development, commercialization, and financing of new technologies and other strategic business opportunities and acquisitions, and other information about Headwaters. Such statements that are not purely historical by nature, including those statements regarding Headwaters’ future business plans, the operation of facilities, the availability of feedstocks, and the marketability of the coal combustion products, building products, cleaned coal, hydrogen peroxide, catalysts, and the availability of tax credits, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and our future results that are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Actual results may vary materially from such expectations. In some cases, words such as “may,” ‘should,” “intends,” “plans,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “believes,” “seeks,” “estimates,” or variations of such words and similar expressions, or the negative of such terms, may help to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances, are forward-looking.

In addition to matters affecting the coal combustion products, building products, and energy industries or the economy generally, factors that could cause actual results to differ from expectations stated in forward-looking statements include, among others, the factors described in Item 1A Risk Factors in Headwaters’ Annual Report on Form 10-K for the fiscal year ended September 30, 2009, Quarterly Reports on Form 10-Q, and other periodic filings and prospectuses.

Although Headwaters believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that our results of operations will not be adversely affected by such factors. Unless legally required, we undertake no obligation to revise or update any forward-looking statements for any reason. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

Item 2.02. Results of Operations and Financial Condition.

On August 3, 2010, we issued our fiscal year 2010 third quarter earnings press release. A copy of that press release is attached hereto as Exhibit 99.1. The information in Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.

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Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

99.1 Press release announcing Headwaters’ financial results for the quarter ended June 30, 2010

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 3, 2010

HEADWATERS INCORPORATED
(Registrant)
By:	/s/    KIRK A. BENSON
	Kirk A. Benson
	Chief Executive Officer
	(Principal Executive Officer)

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EX-99.1

Exhibit 99.1

N E W S    B U L L E T I N FROM:	RE:	Headwaters Incorporated 10653 S. River Front Parkway, Suite 300 South Jordan, UT 84095 Phone: (801) 984-9400 NYSE: HW
FOR FURTHER INFORMATION
AT THE COMPANY: Sharon Madden Vice President of Investor Relations (801) 984-9400 FOR IMMEDIATE RELEASE: August 3, 2010	ANALYST CONTACT: Tricia Ross Financial Profiles (916) 939-7285

HEADWATERS INCORPORATED ANNOUNCES RESULTS

FOR THIRD QUARTER FISCAL 2010

• Third Quarter Revenue Increased 10% to $192 Million

• Year-Over-Year Revenue Growth In All Segments

• Adjusted EBITDA Increased 70%

• Operating Income More Than Doubled

SOUTH JORDAN, UTAH, August 3, 2010 (NYSE: HW) HEADWATERS INCORPORATED, a diversified building products company dedicated to improving sustainability by transforming underutilized resources into valuable products, today announced results for its June 30, 2010 quarter, the third quarter of its fiscal 2010 year.

Summary for the Third Quarter Fiscal 2010

The Company’s third quarter 2010 revenue of $192.2 million increased 10% compared to $175.2 million in the quarter ended June 30, 2009. With each of Headwaters’ three reporting segments posting revenue growth, the June quarter represents the first year-over-year quarter with a revenue increase since September 2007.

Adjusted EBITDA in the June 2010 quarter was $36.2 million, representing more than a 70% increase from adjusted EBITDA of $21.2 million in the June 2009 quarter. Operating income in the June 2010 quarter was $13.4 million, compared to operating income of $5.4 million in the June 2009 quarter. Net income in the June 2010 quarter was $1.5 million, or $0.03 per diluted share, compared to net income of $2.0 million, or $0.05 per diluted share in 2009.

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Third Quarter Fiscal 2010 Highlights

• Revenue increased 10% to $192 million

• Gross profit improved by $9.4 million, 22% over 2009

• Gross margin improved by 280 basis points to 26.8%

• Operating margins improved by 390 basis points to 7.0%

• $10 million of Headwaters’ 16% convertible notes were retired

Nine Months Ended June 30, 2010

Total revenue for the nine months ended June 30, 2010 was $460.0 million, down 4% from $479.1 million in 2009. Gross profit increased 12%, from $96.4 million in 2009 to $108.4 million in 2010. Excluding the goodwill impairment in 2009, the operating loss of $(16.5) million in 2009 improved to an operating income of $2.8 million in 2010. Capex for the nine months ended June 30, 2010 declined to $19.7 million, compared to $55.3 million for the same period in 2009, more than a 60% decrease.

CEO Commentary

“Headwaters is solidly on track to meet its 2010 forecast of $95 million in adjusted EBITDA. Positive trends that started in March continued throughout the quarter, resulting in a ten percent increase in revenue compared to 2009. We’re pleased that all of our reporting segments posted year-over-year revenue gains, which speaks to our ability to adapt and build the business despite a sluggish market,” said Kirk A. Benson, Chairman and Chief Executive Officer of Headwaters.

“The balance sheet restructuring and cost control initiatives we implemented last year are enabling Headwaters to weather a challenging marketplace as we focus on generating incremental growth in our core construction materials businesses. Our margins have improved substantially and we expect to continue to benefit from positive operating leverage whenever we have positive revenue comparisons,” concluded Mr. Benson.

June 2010 Quarter Business Segment Performance

Business Segment	Revenue	Adjusted EBITDA	Adjusted EBITDA Margins
Heavy Construction Materials	$70.4 million	$15.7 million	22.3	%
Light Building Products	$95.1 million	$19.1 million	20.1	%
Energy Technology	$26.7 million	$5.8 million	21.7	%

Heavy Construction Materials Segment

Headwaters is the largest domestic manager and marketer of coal combustion products (CCPs), including fly ash. Utilization of these materials improves performance of concrete and concrete construction products while creating significant environmental benefits.

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Revenues from the heavy construction materials segment in the June 2010 quarter were $70.4 million, an increase of $6.0 million from the June 2009 quarter. The revenue increase was due to both higher product and service revenues in 2010, particularly revenue related to new service contracts. During the quarter, Headwaters recognized an impairment of assets at a load out site that it will not utilize for future fly ash shipments, resulting in a non-cash write down of $3.5 million. The impairment expense is included in the heavy construction materials cost of revenues. After adding back the impairment expense, gross profit was $19.1 million in the June 2010 quarter, compared to $18.0 million in 2009, and operating profit was $12.0 million compared to $11.2 million in 2009.

On June 21, 2010, the EPA published its proposed rules to regulate coal combustion residuals. The EPA is requesting comments on two alternative proposals, a Resource Conservation and Recovery Act (RCRA) subtitle C proposal and a RCRA subtitle D proposal. The EPA stated that it supports and has endeavored to maintain beneficial use of coal combustion residuals under both proposed rules. Including a likely extension of the 90 day comment period, it is expected that comments will be completed in the November/December time frame. We anticipate that the process to determine final changes in the regulatory framework for fly ash disposal could extend substantially into 2011 or longer. During the extended regulatory process, Headwaters will advance the beneficial use of fly ash in a manner consistent with the EPA’s direction.

Light Building Products Segment

Headwaters’ light building products segment is a national market leader in a wide variety of building products, including vinyl siding accessories and manufactured architectural stone, often using recycled materials to improve sustainability.

Revenues from Headwaters’ light building products in the June 2010 quarter were $95.1 million, an increase of 3% compared to the June 2009 quarter. However, revenues from accessories and stone product categories increased by 10% compared to last year, and adjusted EBITDA increased by 35%. We experienced the first positive year-over-year quarterly revenue comparison in our architectural stone product group since 2007. Revenue in our regional Texas block business declined by 20%, but adjusted EBITDA margins decreased by only 40 basis points as we actively managed our costs and improved efficiencies.

Gross margins increased to over 31% in the June 2010 quarter from 28% in the June 2009 quarter, and operating margins improved to 11% in the June 2010 quarter from 8% in the June 2009 quarter. The improved margins are the result of increased revenues, efficiencies, and cost reductions implemented over the past eighteen months.

Energy Technology Segment

Headwaters Energy Services adds value to coal while helping to protect the environment by upgrading waste coal into a marketable product, converting coal into liquid fuels, and utilizing waste heat from a coal-fired power plant in the production of ethanol.

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Revenues from coal sales in the June 2010 quarter were $18.3 million, compared to $13.3 million in the June 2009 quarter and $12.4 million in the March 2010 quarter. Headwaters sold 461,000 tons of coal in the June 2010 quarter, compared to 407,000 tons in the June 2009 quarter. Average revenue per ton sold in the June 2010 quarter was $39 compared to $32 in the June 2009 quarter. Revenue per ton in the June 2010 quarter increased from the June 2009 quarter due primarily to increased sales of metallurgical coal.

Progress continues in Headwaters’ heavy oil upgrading business, resulting in $2.0 million of catalyst sales in the June 2010 quarter. Headwaters’ ethanol and hydrogen peroxide joint ventures contributed to the overall improved segment performance in the quarter generating $3.3 million in adjusted EBITDA.

The operating loss in Headwaters’ energy segment declined to $(0.6) million in June 2010 from $(8.6) million in June 2009. Adjusted EBITDA in the quarter improved from $(5.1) million in 2009 to $5.8 million in 2010.

EBITDA

Headwaters defines EBITDA as net income plus net interest expense, income taxes, depreciation and amortization, stock-based compensation, foreign currency translation gain or loss and goodwill or other impairments. Any additional adjustments to EBITDA are detailed in the table that follows. EBITDA and adjusted EBITDA, in addition to being used to monitor compliance with debt covenants, are also used by management to measure operating performance, as a supplement to our consolidated financial statements presented in accordance with generally accepted accounting principles (GAAP). EBITDA and adjusted EBITDA are also used by investors to measure a company’s ability to service its debt and meet its other cash needs. The EBITDA and adjusted EBITDA calculations as reflected in the following tables are consistent with the definitions Headwaters has used historically and with the definitions management intends on using in future periods when measuring operating performance.

Management believes EBITDA and adjusted EBITDA are helpful in highlighting trends, because EBITDA excludes certain results of decisions that are outside the control of operating management and can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, tax jurisdictions, and capital investments. Management compensates for the limitations of using non-GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than by using GAAP results alone.

EBITDA and adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income, operating income or any other performance measure derived in accordance with GAAP or as a measure of our liquidity. Additionally, EBITDA and adjusted EBITDA are not intended to be measures of free cash flow available for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Our presentation of EBITDA and adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP.

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Because the definition of EBITDA varies among companies and industries, our definition of EBITDA may not be comparable to other similarly-titled measures used by other companies.

Headwaters’ EBITDA, adjusted EBITDA and trailing twelve months (TTM) EBITDA are calculated in the following tables.

Quarter / YTD EBITDA – Consolidated

(in millions)	Quarter Ended						Nine Months Ended
	6/30/2009			6/30/2010			6/30/2009			6/30/2010
Net income (loss)	$	2.0		$	1.5		$	(410.0	)	$	(25.4	)
Net interest expense		11.7			18.5			32.4			51.9
Income taxes, as defined		(4.3	)		(2.1	)		(77.4	)		(18.7	)
Depreciation, amortization, and stock-based compensation		15.9			16.8			56.2			48.2
Foreign currency translation gain or loss		(0.5	)		(0.7	)		(0.2	)		(3.1	)
Goodwill impairment		0.0			0.0			465.7			0.0
Additional book gain on convertible debt exchange		7.7			0.0			8.9			0.0
EBITDA for quarter / YTD period		32.5			34.0			75.6			52.9
Gain on convertible debt exchange		(10.1	)		0.0			(29.3	)		0.0
Non-recurring banking fees		0.0			0.0			0.0			3.3
Litigation settlement		0.0			0.0			0.0			1.6
Section 45 tax credit adjustments		(1.2	)		(1.3	)		(2.4	)		(1.3	)
Asset impairment		0.0			3.5			0.0			3.5
Adjusted EBITDA for quarter / YTD period	$	21.2		$	36.2		$	43.9		$	60.0
Adjusted EBITDA by segment
Light building products	$	16.4		$	19.1		$	30.8		$	35.7
Heavy construction materials		13.7			15.7			38.5			31.0
Energy technology		(5.1	)		5.8			(16.1	)		3.7
Corporate		(3.8	)		(4.4	)		(9.3	)		(10.4	)
Adjusted EBITDA for quarter / YTD period	$	21.2		$	36.2		$	43.9		$	60.0

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Quarter / YTD EBITDA – Light Building Products Segment

(in millions)	Quarter Ended					Nine Months Ended
	6/30/2009		6/30/2010			6/30/2009			6/30/2010
Operating income (loss)	$	7.2	$	10.6		$	(464.9	)	$	9.8
Other income (expense)		0.0		(0.1	)		1.3			1.1
Depreciation, amortization, and stock-based compensation		9.2		8.6			33.0			24.8
Goodwill impairment		0.0		0.0			461.4			0.0
Adjusted EBITDA for quarter / YTD period	$	16.4	$	19.1		$	30.8		$	35.7

Quarter / YTD EBITDA – Heavy Construction Materials Segment

(in millions)	Quarter Ended					Nine Months Ended
	6/30/2009			6/30/2010		6/30/2009			6/30/2010
Operating income	$	11.2		$	8.5	$	29.1		$	16.6
Other income (expense)		(0.8	)		0.0		(0.8	)		0.0
Depreciation, amortization, and stock-based compensation		3.3			3.7		10.2			10.9
Asset impairment		0.0			3.5		0.0			3.5
Adjusted EBITDA for quarter / YTD period	$	13.7		$	15.7	$	38.5		$	31.0

Quarter / YTD EBITDA – Energy Technology Segment

(in millions)	Quarter Ended						Nine Months Ended
	6/30/2009			6/30/2010			6/30/2009			6/30/2010
Operating income (loss)	$	(8.6	)	$	(0.6	)	$	(35.4	)	$	(8.4	)
Other income (expense)		0.0			0.0			0.1			0.0
Depreciation, amortization, and stock-based compensation		2.8			3.9			11.3			11.1
Foreign currency translation gain or loss		(0.5	)		(0.7	)		(0.2	)		(3.1	)
Goodwill impairment		0.0			0.0			4.3			0.0
Litigation settlement		0.0			0.0			0.0			1.6
Section 45 tax credits		1.2			3.2			3.8			2.5
Adjusted EBITDA for quarter / YTD period	$	(5.1	)	$	5.8		$	(16.1	)	$	3.7

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TTM EBITDA – Consolidated

(in millions)	Twelve Months Ended
	9/30/2008			9/30/2009			6/30/2010
Net income (loss)	$	(175.7	)	$	(431.5	)	$	(46.9	)
Net interest expense		29.8			46.1			65.5
Income taxes, as defined		2.2			(76.2	)		(17.6	)
Depreciation, amortization, and stock-based compensation		74.2			71.7			63.7
Foreign currency translation gain or loss		6.6			(1.7	)		(4.4	)
Goodwill impairment		205.0			465.7			0.0
Inducement loss on debt to equity exchange and additional book gain on convertible debt exchange		0.0			31.3			22.4
TTM EBITDA		142.1			105.4			82.7
Gain on convertible debt exchange		0.0			(29.3	)		0.0
Non-recurring banking fees		0.0			0.0			3.3
Litigation settlement		0.0			0.0			1.6
Section 45 tax credit adjustments		0.0			0.0			1.1
Asset impairment		0.0			0.0			3.5
TTM Adjusted EBITDA	$	142.1		$	76.1		$	92.2
TTM Adjusted EBITDA by segment
Light building products	$	73.6		$	45.6		$	50.5
Heavy construction materials		72.8			60.4			53.0
Energy technology		11.8			(16.0	)		3.8
Corporate		(16.1	)		(13.9	)		(15.1	)
TTM Adjusted EBITDA	$	142.1		$	76.1		$	92.2

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TTM EBITDA – Light Building Products Segment

(in millions)	Twelve Months Ended
	9/30/2008			9/30/2009			6/30/2010
Operating income (loss)	$	(186.5	)	$	(458.5	)	$	16.3
Other income (expense)		6.1			0.9			0.6
Depreciation, amortization, and stock-based compensation		49.0			41.8			33.6
Goodwill impairment		205.0			461.4			0.0
TTM Adjusted EBITDA	$	73.6		$	45.6		$	50.5

TTM EBITDA – Heavy Construction Materials Segment

(in millions)	Twelve Months Ended
	9/30/2008		9/30/2009			6/30/2010
Operating income	$	58.9	$	47.8		$	35.3
Other income (expense)		0.8		(0.8	)		0.0
Depreciation, amortization, and stock-based compensation		13.1		13.4			14.2
Asset impairment		0.0		0.0			3.5
TTM Adjusted EBITDA	$	72.8	$	60.4		$	53.0

TTM EBITDA – Energy Technology Segment

(in millions)	Twelve Months Ended
	9/30/2008			9/30/2009			6/30/2010
Operating income (loss)	$	(6.8	)	$	(41.3	)	$	(14.3	)
Other income (expense)		(0.4	)		0.1			0.0
Depreciation, amortization, and stock-based compensation		9.7			14.2			13.9
Foreign currency translation gain or loss		6.6			(1.6	)		(4.4	)
Litigation settlement		0.0			0.0			1.6
Goodwill impairment		0.0			4.3			0.0
Section 45 tax credits		2.7			8.3			7.0
TTM Adjusted EBITDA	$	11.8		$	(16.0	)	$	3.8

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Liquidity and Long-term Debt

The components of our long-term debt as of June 30, 2010, are shown in the following table:

(in millions)	Amount Outstanding		Interest Rate	Maturity or Put Date
Senior secured notes, net of discount		$325.7	11.375%	November 2014
Asset based loan facility ($70.0 million limit)		0.0	LIBOR plus 4.25%	October 2013
Convertible senior subordinated notes, net of discounts		35.7 99.8 24.6	16% 2.5% 14.75%	June 2012 February 2014 February 2014
Total		$485.8

We had approximately $46 million of cash on hand at June 30, 2010 and total liquidity of approximately $115 million. Following a $10.0 million retirement of our 16% convertible notes in May 2010, we have approximately $35.7 million, net of debt discount, of 16% debt remaining. Other than the 2012 put date associated with our 16% debt, we have no additional maturities until 2014. The early repayment of convertible debt resulted in an interest charge of approximately $2.6 million in the June quarter.

Trends and Commentary

“During the quarter we reduced our 16% debt by $10 million. In July, we received Federal tax refunds of approximately $25 million, increasing our cash balance and liquidity,” said Steven G. Stewart, Headwaters Chief Financial Officer. “The substantial increase in our cash balance will allow us to strengthen our balance sheet further and reduce overall financial risk by utilizing cash that is deemed in excess of our needs to retire debt.”

Conference Call

Management will host a conference call with a simultaneous web cast today at 11:00 a.m. Eastern, 9:00 a.m. Mountain Time to discuss the Company’s financial results and business outlook. The call will be available live via the Internet by accessing Headwaters’ web site at www.headwaters.com and clicking on the Investor Relations section. To listen to the live broadcast, please go to the web site at least fifteen minutes early to register, download, and install any necessary audio software. There will also be corresponding slides with the webcast. For those who cannot listen to the live broadcast, an online replay will be available for 90 days on www.headwaters.com, or a phone replay will be available through August 10, 2010, by dialing 1-800- 642-1687 or 706-645-9291 and entering the passcode 89537828.

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About Headwaters Incorporated

Headwaters Incorporated’s vision is to improve sustainability by transforming underutilized resources into valuable products. Headwaters is a diversified growth company providing products, technologies and services to the heavy construction materials, light building products, and energy technology industries. Through its coal combustion products, building products, and energy businesses, the Company earns a revenue stream that helps to provide the capital to fund growth of existing and new business opportunities.

Forward Looking Statements

Certain statements contained in this press release are forward-looking statements within the meaning of federal securities laws and Headwaters intends that such forward-looking statements be subject to the safe-harbor created thereby. Forward-looking statements include Headwaters’ expectations as to the managing and marketing of coal combustion products, the production and marketing of building materials and products, the production and marketing of cleaned coal, the production and marketing of hydrogen peroxide, the licensing of resid hydrocracking technology and catalyst sales to oil refineries, the availability of refined coal tax credits, the development, commercialization, and financing of new technologies and other strategic business opportunities and acquisitions, and other information about Headwaters. Such statements that are not purely historical by nature, including those statements regarding Headwaters’ future business plans, the operation of facilities, the availability of feedstocks, and the marketability of the coal combustion products, building products, cleaned coal, hydrogen peroxide, catalysts, and the availability of tax credits, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and our future results that are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Actual results may vary materially from such expectations. Words such as “may,” “should,” “intends,” “plans,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “believes,” “seeks,” “estimates,” or variations of such words and similar expressions, or the negative of such terms, may help identify such forward-looking statements. Any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances, are forward-looking. In addition to matters affecting the coal combustion products, building products, and energy industries or the economy generally, factors that could cause actual results to differ from expectations stated in forward-looking statements include, among others, the factors described in the caption entitled “Risk Factors” in Item 1A in Headwaters’ Annual Report on Form 10-K for the fiscal year ended September 30, 2009, Quarterly Reports on Form 10-Q, and other periodic filings and prospectuses.

Although Headwaters believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that our results of operations will not be adversely affected by such factors. Unless legally required, we undertake no obligation to revise or update any forward-looking statements for any reason. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Our internet address is www.headwaters.com. There we make available, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our reports can be accessed through the investor relations section of our web site.

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HEADWATERS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands, except per-share amounts)

	Quarter Ended June 30,						Nine Months Ended June 30,
	2009			2010			2009			2010
Revenue:
Light building products	$	92,577		$	95,052		$	249,205		$	227,538
Heavy construction materials		64,412			70,383			179,721			173,530
Energy technology		18,242			26,746			50,139			58,913
Total revenue		175,231			192,181			479,065			459,981
Cost of revenue:
Light building products		66,975			65,131			193,321			164,467
Heavy construction materials		46,458			54,713			129,998			136,502
Energy technology		19,666			20,835			59,331			50,599
Total cost of revenue		133,099			140,679			382,650			351,568
Gross profit		42,132			51,502			96,415			108,413
Operating expenses:
Amortization		5,719			5,516			17,674			16,705
Research and development		2,171			2,178			7,466			5,951
Selling, general and administrative		28,881			30,361			87,773			82,947
Goodwill impairment		—			—			465,656			—
Total operating expenses		36,771			38,055			578,569			105,603
Operating income (loss)		5,361			13,447			(482,154	)		2,810
Net interest expense		(11,734	)		(18,447	)		(32,472	)		(51,886	)
Other income (expense), net		1,569			(102	)		20,999			1,076
Loss before income taxes		(4,804	)		(5,102	)		(493,627	)		(48,000	)
Income tax benefit		6,760			6,610			83,600			22,580
Net income (loss)	$	1,956		$	1,508		$	(410,027	)	$	(25,420	)
Basic earnings (loss) per share	$	0.05		$	0.03		$	(9.87	)	$	(0.42	)
Diluted earnings (loss) per share	$	0.05		$	0.03		$	(9.87	)	$	(0.42	)
Weighted average shares outstanding – basic		41,704			59,995			41,540			59,946
Weighted average shares outstanding – diluted		41,728			60,075			41,540			59,946
Operating income (loss) by segment:
Light building products	$	7,172		$	10,571		$	(464,950	)	$	9,769
Heavy construction materials		11,213			8,536			29,100			16,567
Energy technology		(8,620	)		(572	)		(35,386	)		(8,424	)
Corporate		(4,404	)		(5,088	)		(10,918	)		(15,102	)
Total	$	5,361		$	13,447		$	(482,154	)	$	2,810

HEADWATERS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in thousands)

	September 30, 2009			June 30, 2010
Assets:
Current assets:
Cash and cash equivalents	$	15,934		$	46,318
Trade receivables, net		91,411			97,082
Inventories		38,729			43,578
Other		40,622			46,205
Total current assets		186,696			233,183
Property, plant and equipment, net		321,316			308,750
Intangible assets, net		203,632			188,441
Goodwill		115,999			115,999
Other assets		63,539			85,988
Total assets	$	891,182		$	932,361
Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable	$	20,242		$	21,225
Accrued liabilities		68,013			70,917
Total current liabilities		88,255			92,142
Long-term debt		423,566			485,763
Income taxes		39,075			33,551
Other long-term liabilities		15,566			15,274
Total liabilities		566,462			626,730
Stockholders' equity:
Common stock - par value		60			60
Capital in excess of par value		638,877			643,669
Retained earnings (accumulated deficit)		(310,884	)		(336,304	)
Other		(3,333	)		(1,794	)
Total stockholders' equity		324,720			305,631
Total liabilities and stockholders' equity	$	891,182		$	932,361