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: August 11, 2008

NCI BUILDING SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-14315	76-0127701
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

10943 North Sam Houston Parkway West Houston, Texas	77064
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (281) 897-7788

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

¨ Written communication 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))

Item 7.01 Regulation FD Disclosure.

On August 11, 2008, NCI Building Systems, Inc. (“NCI”) made available presentation materials (the “Presentation Materials”) to be used by NCI in certain presentations by management. A copy of the Presentation Materials are attached as Exhibit 99.1 and is incorporated herein by reference and is also available on NCI’s website www.ncilp.com.

The information in this report, including the Presentation Materials incorporated herein by reference, is being “furnished” pursuant to General Instruction F to Current Report on Form 8-K, and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this report, including the Presentation Materials incorporated herein by reference, shall not be incorporated by reference into any registration statement or other documents pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act except as otherwise expressly stated in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Investor Presentation issued by NCI Building Systems, Inc. dated August 11, 2008. *

* As described in Item 7.01 above of the Current Report, this exhibit is “furnished” and not “filed” with this Current Report.

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 thereunto duly authorized.

NCI BUILDING SYSTEMS, INC.
By:	/s/ Mark E. Johnson
	Mark E. Johnson Executive Vice President, Chief Financial Officer and Treasurer

Dated: August 11, 2008

EX-99.1

Investor Presentation

08

,

NCI Building Systems

Exhibit 99.1

Some comments made in this presentation are “

forward-looking”

statements, as defined in the Private Securities Litigation Reform Act of

1995. These forward-looking statements are subject to a number of risks

and uncertainties that may cause the company’s actual performance to

differ materially from that projected in such statements. Among the factors

that could cause actual results to differ materially are industry cyclicality and

seasonality; fluctuations in customer demand; raw material pricing and

supply; the financial condition of the company’s raw material suppliers;

competitive activity and pricing pressure; ability to make strategic

acquisitions accretive to earnings; general economic conditions affecting the

construction industry; and ability to service or refinance our debt. Investors

should refer to statements regularly filed by the company with the Securities

and Exchange Commission for a discussion of additional factors which

could affect the company’s operations and forward-looking statements

made in this presentation. The company expressly disclaims any obligation

to release publicly any updates or revisions to these forward-looking

statements to reflect any changes in expectations.

Safe Harbor

2

It is our mission

to produce products and

systems, for the metal construction industry, of

enduring quality

that enhance the beauty, form

and

function

of structures in which people work,

live, play, learn, worship and use for storage and

protection.

Mission Statement

3

The Market

Nonresidential Market Segments

5

U.S. Nonresidential Activity

•

NCI’s end products are used predominantly in low rise construction

•

Low rise construction (5 stories or less) accounts for approximately 80-95% of total

nonresidential construction

•

Low rise nonresidential construction has historically been less cyclical than the overall

nonresidential construction industry

Change in Low Rise vs. Total Nonresidential

Low Rise as a Percent of Total Nonresidential

6

Source: McGraw-Hill

Source: McGraw-Hill

Low Rise % of  Total

Total Non-Res                      Low Rise 0-5

Nonresidential Market Segments

7

NCI Historical End Markets

19%

19%

23%

18%

14%

11%

11%

38%

42%

45%

45%

23%

23%

21%

19%

22%

2%

2%

2%

1%

0%

20%

40%

60%

80%

100%

2005

2006

2007

LTM 4/27/08

Institutional

Agriculture/Farm

Commercial

Industrial

Other

Source: Management

•

NCI sells into a diverse set of both geographic and end markets whose unique

demand drivers help to reduce earnings volatility throughout the

cycle

•

As end markets trend toward more complex buildings, steel buildings are better

suited to meet market demand

Key End Market Drivers

•

Industrial: Capacity Utilization; Global GDP

(Imports / Exports)

•

Agriculture / Farm: Emerging Market Demand;

Alternative Fuels

•

Commercial: Vacancy Rates; Unemployment

Levels

•

Institutional: Demographic Trends; Federal,

State and Local Fiscal Strength

NCI Overview

Historical Performance and Steel Price Volatility

(in millions)

Adjusted EBITDA

Operating Income

a

a

Before Goodwill Amortization for fiscal years 1999-2001

CRU Steel

Price Index

9

The CRU North American Steel Price Index has been published by the CRU since 1994. It’s based on a survey of industry participants and is

commonly

used

in

the

settlement

of

physical

and

financial

contracts

within

the

steel

industry.

The

prices

surveyed

are

purchases

for

forward

delivery,

according

to

lead

time,

which

will

vary

by

approximately

two

months.

To

better

align

with

NCI’s

fiscal

year,

the

values

shown

are

from

October

of

each

year.

(1994

Index

=

100)

Projected

NCI Update

10

LTM 4/27/08 Revenue by Segment

LTM 4/27/08 EBITDA by Segment

•

Leading integrated manufacturer and marketer of

metal products for the nonresidential construction

industry

•

The Company reports operations in three segments

•

Metal Coil Coating

•

Metal Components

•

Engineered Building Systems

•

NCI is a market leader within its reported segments

Key Metrics

Metal Coil

Coating

6%

Metal

Components

37%

Engineered

Building

Systems

57%

Metal Coil

Coating

13%

Metal

Components

33%

Engineered

Building

Systems

54%

(Except stock price, $ in millions)

Ticker (NYSE)

NCS

LTM 4/27/08 Revenue

$1,674.9

LTM 4/27/08 EBITDA

$186.9

EBITDA Margin

11.2%

Backlog as of 4/27/08

$448.8

Stock Price as of 4/27/08

$23.23

Stock Price as of 8/6/08

$37.16

Current Market Cap 8/6/08

$733.1

Leading Market Positions with Strong Brands

•

Strong market positions in all

operating segments

•

Marketed through a broad

network of builders and

distributors

•

Provides builders a large

variety of products and

services

•

Quality products and brands

drive premium pricing

11

Metal Building Components

Engineered Building Systems

% Market

% Market

Est. Rank

Share

Est. Rank

Share

NCI

1

12%

NCI

1

20%

Genesis (Fabral/Vicwest)

2

7%

Butler/Varco

2

19%

Metal Sales

3

6%

Nucor Building Systems

3

12%

McElroy

4

5%

Others

N/A

49%

Copper Sales/UNA Clad

5

5%

Englert

6

4%

Others

N/A

61%

Total

100%

Total

100%

Metal Coil Coating

Heavy Gauge Hot Rolled Steel Coating

Light Gauge Coil Coating

% Market

% Market

Est. Rank

Share

Est. Rank

Share

NCI

1

45%

Precoat Metals Division

1

19%

Hanna Steel

2

33%

Roll Coater, Inc.

2

14%

Midwest Metal Coaters

3

10%

NCI

3

10%

SDI

4

10%

MSC Prefinish Metals

4

7%

Others

N/A

2%

Others

N/A

50%

Total

100%

Total

100%

Source:  2007 NCI/Strategic Decisions Group

NCI Segment Overview

12

Segment

Metal Coil Coating

Metal Components

Engineered Building Systems

Focus

Cleaning, treating and painting flat rolled

metal coil substrates.

Metal roof and wall systems, metal

partitions, metal doors, etc.

Engineered building systems for low rise

nonresidential markets.

Key Products

Product Utilization

Used by manufacturers of metal

components and engineered building

systems (NCI's other segments used

approximately 62% of production). Also

sold to other manufacturers of painted

metal goods, such as the appliance

industry.

Roof and wall systems with specialized

product lines for architectural,

commercial/industrial, agricultural and

residential applications;  secondary

structural (purlins

and

girts), as well as

ancillary accessories such as doors and

trim.

Custom designed, engineered, ready for

assembly primary structural framing,

secondary structural members (purlins,

girts) and metal roofs / walls.

NCI Companies

LTM 4/27/08 Revenue

$93.0MM

$625.0MM

$956.9MM

LTM 4/27/08 EBITDA

1

$31.1MM

$78.3MM

$126.4MM

1

Segment EBITDA excludes Corporate Costs of $48.9MM

Metal Coil Coating

PRODUCTS

CUSTOMERS

13

($ in thousands)

$26,123

$31,355

$25,356

$30,491

$31,645

$31,074

$0

$8,000

$16,000

$24,000

$32,000

$40,000

2003

2004

2005

2006

2007

LTM 4/27/08

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

EBITDA

EBITDA Margin

EBITDA and EBITDA Margin

Revenue and Operating Margin

LIGHT GAUGE

COIL COATING

HEAVY GAUGE

HOT ROLLED

STEEL COATING

Source: Management, Public Filings

Source:  2007 NCI/Strategic Decisions Group

Note: Does not include in-house painters

Roll Coater

14%

Others

50%

MSC

Prefinish

Metals

7%

NCI

10%

Precoat

Metals

Division

19%

Hanna Steel

33%

NCI

45%

SDI

10%

Others

2%

Midwest

Metal

Coaters

10%

($ in thousands)

$127,347

$122,809

$110,758

$117,873

$83,583

$92,997

$0

$30,000

$60,000

$90,000

$120,000

$150,000

2003

2004

2005

2006

2007

LTM 4/27/08

0.0%

6.0%

12.0%

18.0%

24.0%

30.0%

Third Party Revenue

Operating Margin

Manufacturers of

painted steel

products

Cleans, treats, coats and

paints flat-rolled metal

coil substrates

Slits and/or embosses

coated coils

Metal Components

PRODUCTS

CUSTOMERS

14

EBITDA and EBITDA Margin

Revenue and Operating Margin

Source: Management, Public Filings

Source:  2007 NCI/Strategic Decisions Group

Others

61%

Englert

4%

Genesis

(Fabral/Vicwest)

7%

Metal Sales

6%

McElroy Metal

5%

NCI

12%

Copper Sales/

UNA Clad

5%

($ in thousands)

$473,499

$547,959

$567,005

$670,836

$613,324

$624,958

$0

$140,000

$280,000

$420,000

$560,000

$700,000

2003

2004

2005

2006

2007

LTM 4/27/08

0.0%

3.0%

6.0%

9.0%

12.0%

15.0%

Third Party Revenue

Operating Margin

($ in thousands)

$54,893

$82,785

$86,377

$101,692

$70,666

$78,267

$0

$22,000

$44,000

$66,000

$88,000

$110,000

2003

2004

2005

2006

2007

LTM 4/27/08

0.0%

4.0%

8.0%

12.0%

16.0%

20.0%

EBITDA

EBITDA Margin

Small, medium and

large contractors

Specialty roofers

Regional fabricators

Engineered building

fabricators

Distributors / Lumberyards

End users

Pre-formed metal roof and

wall systems

Secondary structural

members

Flashings and accessories

Roll-up and sectional doors

and interior partition

systems

Engineered Building Systems

PRODUCTS

CUSTOMERS

15

EBITDA and EBITDA Margin

Revenue and Operating Margin

($ in thousands)

$24,189

$40,489

$53,775

$83,304

$117,047

$126,396

$0

$30,000

$60,000

$90,000

$120,000

$150,000

2003

2004

2005

2006

2007

LTM 4/27/08

0.0%

4.0%

8.0%

12.0%

16.0%

20.0%

EBITDA

EBITDA Margin

Source:  2007 NCI/Strategic Decisions Group

Source: Management, Public Filings

NCI

20%

Others

49%

Nucor Building

Systems

12%

Butler

Manufacturing/

Varco Pruden

19%

($ in thousands)

$297,304

$414,095

$452,303

$781,773

$927,366

$956,920

$0

$200,000

$400,000

$600,000

$800,000

$1,000,000

2003

2004

2005

2006

2007

LTM 4/27/08

0.0%

3.0%

6.0%

9.0%

12.0%

15.0%

Third Party Revenue

Operating Margin

Builder Network

General Contractors

Developers

Custom fabrication

customers

End Users

Engineered custom use

buildings

Commercial and Industrial

buildings

Self-storage mini-warehouses

Insulated roof and wall panels

Long Bay

®

System

Efficient Distribution Model

16

NCI Metal Coil Coating

NCI Metal Components

NCI Engineered Building Systems

Manufacturing Plants

•

43 manufacturing plants in 18

states and Mexico, as well as

sales and distribution facilities

throughout the United States

and Canada

•

Places manufacturing and

distribution operations closer to

our customers

•

Faster and lower cost delivery

•

Reduces the need for substantial

labor, machinery and inventory

investments at each facility

•

Reduces the impact of regional

economic cycles

17

•

High volume steel purchaser

•

Each segment uses similar types of steel

•

Allows Company to obtain better pricing

and service from suppliers

•

Ability to receive contract pricing without

long term contracts

•

Close management of raw material purchases

•

Proven ability to pass along steel price

increases

•

Automation of manufacturing process

•

Employment of nationwide distribution network

•

Efficient engineering and drafting systems

allowing for higher complexity work

•

Plants located in low-cost regions

•

Material resource planning

•

Lower scrap / material waste

Engineered Buildings Steel Cost Increases  vs.

Sales Price Increases

NCI Annual Steel Spend in 2007

Note: Pricing estimates were used prior to 2003

% of Total

Steel Vendor

Steel Spend

A

26%

B

8%

C

7%

D

6%

E

5%

F

4%

G

3%

Top 7 Steel Vendors

59%

All Other Steel Suppliers

41%

Prudent Cost Management

-25%

-5%

15%

35%

55%

75%

Q1-00

Q1-01

Q1-02

Q1-03

Q1-04

Q1-05

Q1-06

Q1-07

Cumulative Sales Price Change

Cumulative Cost Change

Volume (Tons)

Price (per Ton)

8%

10%

12%

14%

16%

18%

20%

22%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

11%

12%

13%

14%

15%

Volume vs. Price Changes

And the Effect on Operating Income Margin

1% Increase in Volume or Price

18

Capital Spending Plan

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

$14,000

$16,000

1st Quarter

2nd Quarter

3rd Quarter

4th Quarter

Total 2008 Plan $38 million

Actual Spend

Planned Spend

19

IT

18%

Growth/Capacity

39%

Repair/

Replacement

31%

Cost

Reduction

7%

Safety/

Environmental

5%

Strategy

Integrated Business Model Well Positioned for Growth

21

•

Vertically integrated producer

•

Positioned to capitalize on material

conversion trends and green initiative

•

Faster turnaround times –

majority of

orders are completed in 1 –

3 months

•

Metal continues to gain greater market share

•

Metal roofs currently account for less

than 10% of total roofing material

expenditures

•

Current NCI backlog remains very strong

and builder network continues to grow

•

Actively pursue market leading initiatives

•

Green initiative

•

Supply chain efficiency and automation

•

Increase awareness and pull demand

from end markets

•

Engineering advances to increase design

complexity

Projected Green Building Market

Metal Growth

$0

$90

$180

$270

$360

$450

2007

2008

2009

2010

2011

2012

Expected Green Metal Buildings Market

Incremental Green Opportunity

($ in millions)

Source:  MBMA, McGraw-Hill and Management Estimates

Source:  2007 NCI/Strategic Decisions Group

0

120

240

360

480

600

2001

2002

2003

2004

2005

2006

25%

29%

33%

37%

41%

45%

Low Rise Square Footage

Percent Metal

(millions)

2008 Five-Year Growth Strategy

Corporate-Wide Initiatives

•

Implement more Supply Chain automation and efficiencies to allow

for more cost

reductions across all divisions

•

Accumulate cash for debt repayment or stock repurchase

•

Successfully capture share of growing Green building market

•

Continue to identify and assess opportunistic acquisitions

•

Continue to focus on delivering quality products and customer service

Coatings Division

•

Substantially increase Coatings Division external package sales

•

Targeting $2 -

4 million addition to bottom line

Components Division

•

Expand Insulated Panel product offering through OEM purchase arrangement

and start construction of new plant

•

Maintain pricing discipline in Components business

•

Begin ERP upgrade in Components Division to allow greater automation

•

Continue rollout of Components web-based order entry system

Buildings Division

•

Continue RCC merger integration

•

$25 million in synergies by 2010

•

Common Engineering and Drafting Systems

•

Sharing of best practices

•

Further integration of RCC into Hub and Spoke Distribution model

•

Expand low-cost Frame plant

•

Deploy web-based pricing software for small buildings to NCI’s Builder Networks

22

Financial Data

NCI Performance vs. The Industry

Overall Nonresidential Construction Spending

Source:  FW Dodge

NCI

MBCI

$550

$696

$816

After Merger

Outstanding Debt

EBITDA LTM

$865

$937

$1018

$955

$953

$898

$1,085

$1,130

$1,570

$1,624

Sharp downturn

Best-ever industry growth

24

For Fiscal Quarters 2004 through Q2 2008

Net Income [in millions]

SALES [in millions]

Quarterly Sales & Net Income

25

Sales

$408

($ in millions)

NCI

MBCI

After Merger

$408

26

* Adjusted EBITDA is defined in the Company’s credit facilities and is calculated on Appendix I and II.

($ in millions)

Adjusted EBITDA *

Projected

27

Operating Segment Results

Fiscal Year 2006 vs. Fiscal Year 2007

Fiscal Year 2006

THIRD PARTY SALES

$1,570 million

Fiscal Year 2006

OP PROFIT

$189 million*

Fiscal Year 2007

THIRD PARTY SALES

$1,624 million

Fiscal Year 2007

OP PROFIT

$187 million*

* Before Corporate Expenses.

28

Engineered Building Systems

50%

Metal Components

43%

Metal Coil Coating

7%

Engineered Building Systems

38%

Metal Components

49%

Metal Coil Coating

13%

Engineered Building Systems

54%

Metal Components

32%

Metal Coil Coating

14%

Engineered Building Systems

57%

Metal Components

38%

Metal Coil Coating

5%

63,729

35,535

40,005

3,923

6,095

149,287

42,041

947

75

20,086

36,122

50,016

149,287

Cash Flow

a

Before cumulative effect of change in accounting principle

b

Excludes $180,000 convertible debt

C

Excludes $200,000 additional term loan borrowings

2005

2003

2002

2001

2000

1999

2004

2006

22,800

23,007

23,191

2,401

4,161

75,560

17,912

48,550

-

-

-

4,310

114

4,674

75,560

31,314

22,883

3,949

2,931

6,878

67,955

9,175

70,200

-

-

-

-

-

-

175

(11,595)

67,955

16,535

34,866

26,331

3,020

8,210

88,962

15,026

49,380

-

-

-

5,521

909

18,126

88,962

44,407

33,487

(6,347)

721

4,456

76,724

28,885

16,105

-

-

-

24,408

20,416

(13,090)

76,724

44,577

28,542

18,098

952

(5,002)

87,167

33,262

42,415

-

-

-

-

-

-

-

-

-

11,490

87,167

44,890

22,974

(50,139)

16,409

9,321

43,455

9,327

32,050

8,060

-

-

-

-

-

-

(5,982)

43,455

55,951

24,488

31,654

9,362

7,292

128,747

19,524

23,700

4,954

27,399

40,676

12,494

128,747

73,796

31,089

12,699

8,518

8,551

134,653

27,056

78,511

594

366,598

37,572

(375,678)

134,653

($ in thousands)

b

a

2007

c

Net Income

Depreciation & Amortization

Changes in Working Capital

Proceeds from Stock Options Exercised

Other

Total Sources of Cash

Capital Expenditures

Debt Repayment, Net

Payment of Refinancing

Acquisitions

Repurchase of Stock

Increase (Decrease) in Cash

Total Uses of Cash

SOURCES

USES

29

$   11

$ 315

$ 180

$     3

$ 518

$ 511

$1,029

50

50

6.5 X

2.8 X

2.8 X

$   36

$ 293

$ 180

$     2

$ 475

$ 564

$1,039

46%

44%

7.0 X

2.5 X

2.3 X

$   75

$ 315

$ 180

$     2

$ 497

$ 540

$1,037

48%

44%

6.1 X

2.8 X

2.4 X

July 29, 2007

Capitalization

Current Debt Ratings:  Moody’s –

Ba2

S & P –

BB/stable

($ in millions)

Oct. 29, 2006

$   25

$ 315

$ 180

$     3

$ 498

$ 499

$997

50%

49%

7.3 X

2.7 X

2.6 X

Cash

$125 Million Revolver due 2009

$400 Million Term Loan due 2010

$180 Million Convertible Notes due 2024

Industrial Revenue Bond

Total Debt

Total Stockholders’

Equity

Total Book Capitalization

Total Debt/Book Capitalization

Net Debt/Book Capitalization

LTM EBITDA/Interest

Total Debt/LTM EBITDA

Net Debt/LTM EBITDA

-

$

-

$

20

$

%

%

%

%

%

%

Jan. 28, 2007

NCI completed the acquisition of Garco on January 31, 2007. Existing cash of $15.4 million

and stock of $1.8 million were utilized to fund the purchase price.

a

$     5

$   44  

$ 315

$ 180

$     3

$ 542

$ 512

$1,054

51

51

5.9 X

3.0 X

3.0 X

Apr. 29, 2007

-

$

Apr. 27, 2008

Oct. 28, 2007

-

$

a

30

Jan. 27, 2008

$   26

$ 293

$ 180

$     2

$ 475

$ 546

$1,021

47%

45%

6.1 X

2.7 X

2.6 X

-

$

$     7

$ 315

$ 180

$     2

$ 497

$ 535

$1,032

48

48

6.1 X

2.8 X

2.7 X

b

Debt excludes $3.2 million for a note payable related to insurance premiums.

b

Debt/Total Book Capitalization

Debt/Total Book Capitalization

* Net Debt/Book Capitalization

31

Appendix I

Reconciliation of Quarterly Adjusted EBITDA To Net Income

Note:  Adjusted EBITDA is defined in the Company’s credit facilities, as amended from time to time.

($ in thousands)

Trailing

12 mo.

69,141

44,271

26,382

36,372

-

-

-

10,775

-

-

-

186,941

19,808

15,691

3,615

6,373

-

-

-

1,183

-

-

-

46,670

Q1

2005

Q4

2004

Q3

2004

Q2

2004

Q1

2004

5,768

4,041

4,578

5,673

793

-

-

-

-

-

-

20,853

7,693

5,267

4,304

5,787

1,209

-

-

-

-

-

-

24,260

8,395

6,683

3,736

5,749

1,228

336

9,879

36,006

23,034

13,776

2,508

5,765

1,850

347

-

-

-

47,280

10,722

7,333

3,091

5,803

1,448

705

-

-

-

29,102

Q2

2005

10,732

7,149

3,524

5,806

1,494

952

-

-

-

29,657

Q3

2005

14,689

10,087

3,923

6,506

907

844

-

-

-

36,956

Q4

2005

Q1

2006

12,893

8,252

4,119

6,267

-

-

-

1,895

-

-

-

33,426

Q2

2006

11,179

7,186

5,368

6,776

-

-

-

2,138

-

-

-

32,647

Q3

2006

21,675

12,655

7,969

8,554

-

-

-

2,111

-

-

-

52,964

Q4

2006

28,049

17,143

7,231

8,692

-

-

-

1,017

-

-

-

62,132

Q1

2007

Q2

2007

Q3

2007

Q4

2007

10,453

6,628

7,235

8,156

-

-

-

1,860

-

-

-

34,332

6,511

4,309

7,363

7,918

-

-

-

2,288

-

-

-

28,389

21,328

13,846

7,149

9,308

-

-

-

2,262

-

-

-

53,893

25,437

16,313

6,853

9,301

-

-

-

2,200

-

-

-

60,104

Net Income

Income Taxes

Interest  Expense

Depreciation &

Amortization

401(k)

Stock Contributions

Stock-Based

Compensation

Debt Refinancing

ADJUSTED EBITDA

Q1

2008

7,510

4,702

6,847

9,131

-

-

-

2,871

-

-

-

31,061

32

Q2

2008

14,866

9,410

5,533

8,632

-

-

-

3,442

-

-

-

41,883

Appendix II

Reconciliation of Annual Adjusted EBITDA To Net Income

Note:  Adjusted EBITDA is defined in the Company’s credit facilities, as amended from time to time.

a

Includes a non-cash charge of $67.4 million from adopting SFAS No. 142, Goodwill and Other Intangible Assets

($ in thousands)

Net Income

Income Taxes

Interest Expense

Depreciation &

Amortization

401(k)

Stock Contributions

Stock-Based

Compensation

Non-Cash Real Estate

Write Down, Net of Tax

Debt Refinancing

Cumulative Effects of

Accounting Change,

Net of Tax

ADJUSTED EBITDA

17,032

10,023

56

3,226

775

-

-

-

-

-

-

-

-

-

-

-

-

31,112

24,814

15,076

108

5,791

1,155

-

-

-

-

-

-

-

-

-

-

-

-

46,944

27,887

16,238

163

7,876

1,604

-

-

-

-

-

-

-

-

-

-

-

-

53,768

37,318

24,531

20,756

17,818

2,219

-

-

-

-

-

-

-

-

-

-

-

-

102,642

44,577

32,294

35,449

28,542

4,144

-

-

-

-

-

-

1,001

-

-

-

146,007

16,535

16,151

33,090

34,866

3,491

-

-

-

1,330

-

-

-

-

-

-

105,463

(33,773)

19,970

21,591

22,883

3,581

-

-

-

-

-

-

808

65,087

100,147

22,800

14,758

19,777

23,007

3,229

-

-

-

391

-

-

-

-

-

-

83,962

55,951

40,260

14,153

24,488

3,849

3,684

-

-

-

-

-

-

-

-

-

142,385

44,890

29,767

15,126

22,974

5,080

683

-

-

-

9,879

-

-

-

128,399

44,407

32,866

39,069

33,487

3,677

-

-

-

-

-

-

-

-

-

-

-

-

153,506

63,729

41,096

28,600

34,683

-

-

-

8,610

-

-

-

-

-

-

-

-

-

176,718

a

2003

2002

2001

2000

1995

1996

1997

1998

1999

2005

2004

2007

73,796

45,236

24,687

30,289

-

-

-

7,161

-

-

-

-

-

-

-

-

-

181,169

2006

33

63,844                                             

43,019     

20,825

5,761

161,096

23,376

137,720

9,122

218,449

9,082

209,367

15,741

443,389

75,477

367,912

17,475

15%

6%

28%

36%

37%

7%

49%

57%

8%

100%

100%

5%

142,446

95,776

46,670

9,400

331,372

47,835

283,537

28,825

465,231

17,806

447,425

41,598

939,049

161,417

777,632

48,008

(           )

(           )

(           )

(             )

123,063                                             

85,807     

37,256

10,404

318,117

46,214

271,903

21,208

436,690

18,436

418,254

36,442

877,870

150,457

727,413

41,708

(           )

(           )

(           )

(             )

80,171

52,883

27,288

6,705

176,534

26,031

150,503

17,734

248,503

10,151

238,352

22,729

505,208

89,065

416,143

29,512

(           )

(           )

(           )

(           )

(           )

(           )

(         )

(           )

Appendix III

Reconciliation of Segment Sales to Third Party Segment Sales

Metal Coil Coating

Total Sales

Inter-segment

Third Party Sales

Operating Profit

Metal Components

Total Sales

Inter-segment

Third Party Sales

Operating Profit

Engineered Building Systems

Total Sales

Inter-segment

Third Party Sales

Operating Profit

Consolidated

Total Sales

Inter-segment

Third Party Sales

Operating Profit

Q2 2007

Q2 2008

YTD Q2 2007

YTD Q2 2008

15%

6%

20%

35%

36%

10%

50%

58%

9%

100%

100%

6%

14%

5%

28%

36%

37%

8%

50%

58%

9%

100%

100%

6%

16%

7%

25%

35%

36%

12%

49%

57%

10%

100%

100%

7%

($ in thousands)

34

NCI Building Systems, Inc.

10943 N. Sam Houston Parkway West

Houston, Texas 77064

281.897.7788

NYSE Symbol: NCS                                                

www.ncilp.com