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Title of each class:
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Trading Symbol:
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Name of each exchange on which registered:
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Common stock, represented by CHESS Units of Foreign Securities
|
JHX
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New York Stock Exchange*
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CHESS Units of Foreign Securities
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JHX
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New York Stock Exchange*
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* Listed, not for trading, but only in connection with the registered American Depositary Shares, pursuant to the requirements of the U.S. Securities and Exchange Commission
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||
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Emerging growth company
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☒
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International Financial Reporting Standards as issued by the International Accounting
Standards Board
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☐
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Other
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☐
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Page(s)
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Page(s)
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PART 1
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Item 1. Identity of Directors, Senior Management and Advisers
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Not applicable
|
|
Item 2. Offer Statistics and Expected Timetable
|
Not applicable
|
|
Item 3. Key Information
|
|
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A. Selected Financial Data
|
1-3
|
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B. Capitalization and Indebtedness
|
Not applicable
|
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C. Reasons for the Offer and Use of Proceeds
|
Not applicable
|
|
D. Risk Factors
|
148-166
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Item 4. Information on the Company
|
|
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A. History and Development of the Company
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4-5; 17-18; 189
|
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B. Business Overview
|
6-13
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C. Organizational Structure
|
5; 14
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D. Property, Plants and Equipment
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15-18; 89
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Item 4A. Unresolved Staff Comments
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None
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Item 5. Operating and Financial Review and Prospects
|
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A. Operating Results
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77-86
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B. Liquidity and Capital Resources
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86-91
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C. Research and Development, Patents and Licenses, etc.
|
12
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D. Trend Information
|
91
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E. Off-Balance Sheet Arrangements
|
91
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F. Tabular Disclosure of Contractual Obligations
|
92
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G. Safe Harbor
|
70-71
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Item 6. Directors, Senior Management and Employees
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A. Directors and Senior Management
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19-29
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B. Compensation
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30-46
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C. Board Practices
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24-29; 47-69
|
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D. Employees
|
171
|
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E. Share Ownership
|
43-46
|
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Item 7. Major Shareholders and Related Party Transactions
|
|
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A. Major Shareholders
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193-195
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B. Related Party Transactions
|
59
|
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C. Interests of Experts and Counsel
|
Not Applicable
|
|
Item 8. Financial Information
|
|
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A. Consolidated Statements and Other Financial Information
|
93-146; 178-179
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|
B. Significant Changes
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None
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Item 9. The Offer and Listing
|
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A. Offer and Listing Details
|
171-173
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B. Plan of Distribution
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Not Applicable
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C. Markets
|
172
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|
D. Selling Shareholders
|
Not Applicable
|
|
|
|
|
|
|
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E. Dilution
|
Not Applicable
|
|
F. Expenses of the Issue
|
Not Applicable
|
|
|
|
|
A. Share Capital
|
Not Applicable
|
|
B. Memorandum and Articles of Association
|
174-181
|
|
C. Material Contracts
|
181
|
|
D. Exchange Controls
|
181-182
|
|
E. Taxation
|
182-189
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|
F. Dividends and Paying Agents
|
Not Applicable
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|
G. Statement by Experts
|
Not Applicable
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H. Documents on Display
|
189
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I. Subsidiary Information
|
Not Applicable
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190-192
|
|
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|
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A. Debt Securities
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Not Applicable
|
|
B. Warrants and Rights
|
Not Applicable
|
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C. Other Securities
|
Not Applicable
|
|
D. American Depositary Shares
|
172-173
|
|
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None
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None
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169-170
|
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63
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61-62
|
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147
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|
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None
|
|
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None
|
|
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None
|
|
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47-69
|
|
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16-17
|
|
|
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Not Applicable
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|
|
93-146
|
|
|
198-203
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|
||||||||||||||||||
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Consolidated Statement of Operations Data (Millions of US dollars)
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
|
Net sales
|
|
$
|
2,606.8
|
|
|
$
|
2,506.6
|
|
|
$
|
2,054.5
|
|
|
$
|
1,921.6
|
|
|
$
|
1,728.2
|
|
|
Income from operations
1
|
|
241.5
|
|
|
228.8
|
|
|
146.1
|
|
|
276.5
|
|
|
244.4
|
|
|||||
|
Net income
1
|
|
$
|
241.5
|
|
|
$
|
228.8
|
|
|
$
|
146.1
|
|
|
$
|
276.5
|
|
|
$
|
244.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Consolidated Balance Sheet Data (Millions of US dollars)
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
|
Total assets
|
|
$
|
4,028.3
|
|
|
$
|
4,032.6
|
|
|
$
|
2,351.0
|
|
|
$
|
2,012.7
|
|
|
$
|
2,029.4
|
|
|
Net assets (liabilities)
|
|
1,035.3
|
|
|
974.4
|
|
|
(221.5
|
)
|
|
(212.2
|
)
|
|
(225.2
|
)
|
|||||
|
Common stock
|
|
$
|
230.6
|
|
|
$
|
230.0
|
|
|
$
|
229.5
|
|
|
$
|
229.1
|
|
|
$
|
231.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Shares (Millions)
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
|
Basic weighted average number of common shares
|
|
442.6
|
|
|
441.9
|
|
|
441.2
|
|
|
442.7
|
|
|
445.3
|
|
|||||
|
Diluted weighted average number of common shares
|
|
444.1
|
|
|
443.0
|
|
|
442.3
|
|
|
443.9
|
|
|
447.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Earnings Per Share (US dollar)
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
|
Income from operations per common share – basic
|
|
$
|
0.55
|
|
|
$
|
0.52
|
|
|
$
|
0.33
|
|
|
$
|
0.62
|
|
|
$
|
0.55
|
|
|
Net income per common share – basic
|
|
0.55
|
|
|
0.52
|
|
|
0.33
|
|
|
0.62
|
|
|
0.55
|
|
|||||
|
Income from operations per common share – diluted
|
|
0.54
|
|
|
0.52
|
|
|
0.33
|
|
|
0.62
|
|
|
0.55
|
|
|||||
|
Net income per common share – diluted
|
|
0.54
|
|
|
0.52
|
|
|
0.33
|
|
|
0.62
|
|
|
0.55
|
|
|||||
|
Dividends declared per share
|
|
0.36
|
|
|
0.40
|
|
|
0.38
|
|
|
0.39
|
|
|
0.58
|
|
|||||
|
Dividends paid per share
|
|
$
|
0.36
|
|
|
$
|
0.40
|
|
|
$
|
0.38
|
|
|
$
|
0.39
|
|
|
$
|
0.58
|
|
|
Other Financial Data
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
|
Cash Flow (Millions of US dollars)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net cash provided by operating activities
2
|
|
$
|
451.2
|
|
|
$
|
304.0
|
|
|
$
|
308.5
|
|
|
$
|
382.5
|
|
|
$
|
222.9
|
|
|
Net cash used in investing activities
2
|
|
(203.8
|
)
|
|
(864.4
|
)
|
|
(245.5
|
)
|
|
(109.0
|
)
|
|
(66.6
|
)
|
|||||
|
Net cash (used in) provided by financing activities
|
|
$
|
(179.0
|
)
|
|
$
|
364.2
|
|
|
$
|
60.6
|
|
|
$
|
(210.0
|
)
|
|
$
|
(121.2
|
)
|
|
Volume (million square feet)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
North America Fiber Cement
|
|
2,481.6
|
|
|
2,308.1
|
|
|
2,238.8
|
|
|
2,215.4
|
|
|
1,969.2
|
|
|||||
|
Asia Pacific Fiber Cement
3
|
|
532.6
|
|
|
546.1
|
|
|
494.7
|
|
|
448.2
|
|
|
449.6
|
|
|||||
|
Asia Pacific Fiber Cement excluding
4
|
|
532.6
|
|
|
546.1
|
|
|
494.7
|
|
|
448.2
|
|
|
439.8
|
|
|||||
|
Europe Building Products
5
|
|
827.5
|
|
|
815.8
|
|
|
34.0
|
|
|
39.0
|
|
|
31.3
|
|
|||||
|
Net Sales (Millions of US dollars)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
North America Fiber Cement
|
|
$
|
1,816.4
|
|
|
$
|
1,676.9
|
|
|
$
|
1,578.1
|
|
|
$
|
1,493.4
|
|
|
$
|
1,335.0
|
|
|
Asia Pacific Fiber Cement
3
|
|
418.4
|
|
|
446.8
|
|
|
425.4
|
|
|
370.6
|
|
|
341.9
|
|
|||||
|
Asia Pacific Fiber Cement excluding
4
|
|
418.4
|
|
|
446.8
|
|
|
425.4
|
|
|
370.6
|
|
|
336.8
|
|
|||||
|
Europe Building Products
5
|
|
371.4
|
|
|
368.3
|
|
|
36.3
|
|
|
41.2
|
|
|
37.5
|
|
|||||
|
Other Businesses
6
|
|
$
|
0.6
|
|
|
$
|
14.6
|
|
|
$
|
14.7
|
|
|
$
|
16.4
|
|
|
$
|
13.8
|
|
|
Average sales price per unit (per thousand square feet)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
North America Fiber Cement
|
|
$
|
725
|
|
|
$
|
718
|
|
|
$
|
698
|
|
|
$
|
665
|
|
|
$
|
669
|
|
|
Asia Pacific Fiber Cement
3
|
|
700
|
|
|
724
|
|
|
762
|
|
|
758
|
|
|
709
|
|
|||||
|
Asia Pacific Fiber Cement excluding
4
|
|
700
|
|
|
724
|
|
|
762
|
|
|
758
|
|
|
713
|
|
|||||
|
Europe Building Products
5
|
|
$
|
345
|
|
|
$
|
354
|
|
|
$
|
950
|
|
|
$
|
977
|
|
|
$
|
986
|
|
|
1
|
Income from operations and net income include the following: asbestos adjustments, Asbestos Injuries Compensation Fund (“AICF”) selling, general and administrative (“SG&A”) expenses, AICF interest income (expense), loss on early debt extinguishment, Fermacell acquisition costs, asset impairment charges and product line discontinuation expenses, New Zealand weathertightness claims and related tax adjustments.
|
|
|
|
(Millions of US dollars)
|
||||||||||||||||||
|
Other Financial Data
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
|
Asbestos adjustments (expense) benefit
|
|
$
|
(58.2
|
)
|
|
$
|
(22.0
|
)
|
|
$
|
(156.4
|
)
|
|
$
|
40.4
|
|
|
$
|
5.5
|
|
|
AICF SG&A expenses
|
|
(1.7
|
)
|
|
(1.5
|
)
|
|
(1.9
|
)
|
|
(1.5
|
)
|
|
(1.7
|
)
|
|||||
|
AICF interest income (expense)
|
|
1.4
|
|
|
2.0
|
|
|
1.9
|
|
|
(1.1
|
)
|
|
(0.3
|
)
|
|||||
|
Loss on early debt extinguishment
|
|
—
|
|
|
(1.0
|
)
|
|
(26.1
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Fermacell acquisition costs
|
|
—
|
|
|
—
|
|
|
(10.0
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Asset impairment charges and product line discontinuation expenses
|
|
(84.4
|
)
|
|
(29.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
New Zealand weathertightness claims
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||||
|
Tax adjustments
|
|
$
|
31.6
|
|
|
$
|
(19.7
|
)
|
|
$
|
47.3
|
|
|
$
|
(9.9
|
)
|
|
$
|
(1.5
|
)
|
|
2
|
Net cash provided by operating activities and net cash used in investing activities have been revised for fiscal years 2019 and 2018 to correct the amount of purchases of property, plant and equipment which were not yet paid. The Company concluded that the error did not have a material impact on the previously reported statement of cash flows for fiscal years 2019 and 2018 or affect the trend of financial results. See Note 2 to our consolidated financial statements in Section 2 for details on the immaterial change in statement of cash flow line items.
|
|
3
|
Asia Pacific Fiber Cement segment includes all fiber cement products manufactured in Australia, New Zealand and the Philippines and sold in Australia, New Zealand, Asia, the Middle East and various Pacific Islands.
|
|
4
|
Excludes the Australian Pipes business which we sold in the first quarter of fiscal year 2016.
|
|
5
|
Europe Building Products segment includes our Fermacell business acquired in April 2018 and our fiber cement products manufactured in the United States that are sold in Europe.
|
|
6
|
The Other Businesses segment ceased to be an operating and reportable segment effective 31 March 2020 due to the Company's completion of its exit of its non-fiber cement manufacturing and sales activities in North America, including fiberglass windows.
|
|
|
|
(Millions of US dollars)
|
||||||||||
|
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
North America Fiber Cement
|
|
$
|
1,816.4
|
|
|
$
|
1,676.9
|
|
|
$
|
1,578.1
|
|
|
Asia Pacific Fiber Cement
|
|
418.4
|
|
|
446.8
|
|
|
425.4
|
|
|||
|
Europe Building Products
|
|
371.4
|
|
|
368.3
|
|
|
36.3
|
|
|||
|
Other Businesses
1
|
|
0.6
|
|
|
14.6
|
|
|
14.7
|
|
|||
|
Total Net Sales
|
|
$
|
2,606.8
|
|
|
$
|
2,506.6
|
|
|
$
|
2,054.5
|
|
|
1
|
The Other Businesses segment ceased to be an operating and reportable segment effective 31 March 2020.
|
|
•
|
Our fiber cement products exhibit resistance to the damaging effects of moisture, fire, impact and termites compared to natural and engineered wood and wood-based products;
|
|
•
|
Competing products do not duplicate fiber cement aesthetics and the characteristics necessary for effectively accepting paint applications;
|
|
•
|
Our fiber cement products provide the ability to imprint designs that closely resemble the patterns and profiles of traditional building materials such as wood and stucco;
|
|
•
|
The surface properties of our products provide an effective paint-holding finish, especially when compared to natural and engineered wood products, allowing for greater periods of time between necessary maintenance and repainting; and
|
|
•
|
Compared to masonry construction, fiber cement is lightweight, physically flexible and can be cut using readily available tools, making our products more appealing across a broad range of architectural styles, be it of timber or steel-framed construction.
|
|
Name of Company
|
|
Jurisdiction of
Establishment
|
|
Jurisdiction of
Tax Residence
|
|
Fermacell B.V.
|
|
Netherlands
|
|
Netherlands
|
|
Fermacell Schraplau GmbH
|
|
Germany
|
|
Germany
|
|
James Hardie 117 Pty Ltd
|
|
Australia
|
|
Australia
|
|
James Hardie Australia Pty Ltd
|
|
Australia
|
|
Australia
|
|
James Hardie Building Products Inc.
|
|
United States
|
|
United States
|
|
James Hardie Europe B.V.
|
|
Netherlands
|
|
Netherlands
|
|
James Hardie Europe GmbH
|
|
Germany
|
|
Germany
|
|
James Hardie Europe Holdings GmbH
|
|
Germany
|
|
Germany
|
|
James Hardie Holdings Limited
|
|
Ireland
|
|
Ireland
|
|
James Hardie International Finance Designated Activity Company
|
|
Ireland
|
|
Ireland
|
|
James Hardie International Group Limited
|
|
Ireland
|
|
Ireland
|
|
James Hardie International Holdings Limited
|
|
Ireland
|
|
Ireland
|
|
James Hardie New Zealand Limited
|
|
New Zealand
|
|
New Zealand
|
|
James Hardie NL1 B.V.
|
|
Netherlands
|
|
Netherlands
|
|
James Hardie NL2 B.V.
|
|
Netherlands
|
|
Netherlands
|
|
James Hardie NZ Holdings Limited
|
|
New Zealand
|
|
New Zealand
|
|
James Hardie North America, Inc
|
|
United States
|
|
United States
|
|
James Hardie NV
|
|
Netherlands
|
|
Netherlands
|
|
James Hardie Philippines Inc
|
|
Philippines
|
|
Philippines
|
|
James Hardie Research (Holdings) Pty Ltd
|
|
Australia
|
|
Australia
|
|
James Hardie Research Pty Ltd
|
|
Australia
|
|
Australia
|
|
JH Research USA, LLC
|
|
United States
|
|
United States
|
|
James Hardie Spain S.L.U.
|
|
Spain
|
|
Spain
|
|
James Hardie Technology Holdings 1 Limited
|
|
Ireland
|
|
Ireland
|
|
James Hardie Technology Holdings 2 Limited
|
|
Ireland
|
|
Ireland
|
|
James Hardie Technology Limited
|
|
Bermuda
|
|
Ireland
|
|
James Hardie U.S. Investments Sierra Inc.
|
|
United States
|
|
United States
|
|
RCI Holdings Pty Ltd
|
|
Australia
|
|
Australia
|
|
Plant Location
|
|
Owned /
Leased
|
|
Nameplate Capacity
(mmsf)
1
|
|
|
United States fiber cement
2
|
|
|
|
|
|
|
Cleburne, Texas
|
|
Owned
|
|
666
|
|
|
Peru, Illinois
|
|
Owned
|
|
560
|
|
|
Plant City, Florida
|
|
Owned
|
|
600
|
|
|
Pulaski, Virginia
|
|
Owned
|
|
600
|
|
|
Reno, Nevada
|
|
Owned
|
|
300
|
|
|
Tacoma, Washington
|
|
Owned
|
|
500
|
|
|
Waxahachie, Texas
|
|
Owned
|
|
360
|
|
|
Fontana, California
|
|
Owned
|
|
250
|
|
|
Summerville, South Carolina
|
|
Owned
|
3
|
190
|
|
|
Asia Pacific fiber cement
|
|
|
|
|
|
|
Australia
|
|
|
|
|
|
|
Rosehill, New South Wales
|
|
Owned
|
|
180
|
|
|
Carole Park, Queensland
|
|
Owned
|
4
|
160
|
|
|
New Zealand
|
|
|
|
|
|
|
Auckland
|
|
Leased
|
5
|
75
|
|
|
Philippines
|
|
|
|
|
|
|
Cabuyao City
|
|
Owned
|
6
|
172
|
|
|
Europe fiber gypsum
|
|
|
|
|
|
|
Münchehof, Germany
|
|
Owned
|
|
441
|
|
|
Orejo, Spain
|
|
Owned
|
|
275
|
|
|
Wijchen, the Netherlands
|
|
Owned
|
|
273
|
|
|
Siglingen, Germany
|
|
Owned
|
7
|
154
|
|
|
Other
|
|
|
|
|
|
|
Calbe, Germany
|
|
Owned
|
8
|
41
|
|
|
Schraplau, Germany
|
|
Owned
|
9
|
N/A
|
|
|
1
|
The calculated annual nameplate capacity in the United States, Europe and Asia Pacific is based on management’s historical experience with our production process and is calculated assuming continuous operation, 24 hours per day, seven days per week, producing 5/16” medium density product at a targeted operating speed. No accepted industry standard exists for the calculation of our fiber cement, fiber gypsum and cement bonded board manufacturing facility nameplate, design and utilization capacities.
|
|
2
|
In the fourth quarter of fiscal year 2018, we announced a Greenfield capacity project in Prattville, Alabama. The expected commissioning date will be in fiscal year 2022. This project will add an additional nameplate 600 mmsf to our manufacturing capacity. This incremental capacity is not included in the table above.
|
|
3
|
On 5 May 2020, we announced our operational decision to shut down production at our Summerville, South Carolina plant. We expect the plant to close in mid calendar year 2020.
|
|
4
|
In the fourth quarter of fiscal year 2018, we announced an A$28.5 million (US$22.8 million) Brownfield expansion project at our Carole Park, Queensland facility. This expansion project was completed in the third quarter of fiscal year 2020. We anticipate we will commission this sheet machine in early fiscal year 2022. This incremental capacity is not included in the table above.
|
|
5
|
On 5 May 2020, we announced our strategic decision to move to a regional model for the manufacture and supply of fiber cement products for the New Zealand Market. We will cease all manufacturing of products in New Zealand under this model and shift manufacturing from Auckland, New Zealand to our Rosehill and Carole Park plants in Australia. The Auckland leases expire on 22 March 2026.
|
|
6
|
The land on which our Philippines fiber cement plant is located is owned by Ajempa Holding Inc. (“Ajempa”), a related party. Ajempa is 40% owned by our operating entity, James Hardie Philippines Inc., and 60% owned by the James Hardie Philippines Retirement Fund. James Hardie Philippines Inc. owns 100% of the fixed assets on the land owned by Ajempa.
|
|
7
|
On 5 May 2020, we announced the temporary closure of our Siglingen, Germany plant.
|
|
8
|
Our Calbe, Germany plant produces cement bonded boards.
|
|
9
|
Our Schraplau, Germany facility is a raw materials processing facility for our fiber gypsum plants. As a result, no annual nameplate capacity is available.
|
|
|
|
(Millions of US dollars)
|
||||||||||
|
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
North America Fiber Cement
|
|
$
|
137.1
|
|
|
$
|
246.8
|
|
|
$
|
182.5
|
|
|
Asia Pacific Fiber Cement
|
|
32.2
|
|
|
41.1
|
|
|
24.9
|
|
|||
|
Europe Building Products
|
|
23.5
|
|
|
26.0
|
|
|
—
|
|
|||
|
Other Businesses
|
|
—
|
|
|
1.5
|
|
|
2.0
|
|
|||
|
R&D and Corporate
|
|
1.0
|
|
|
2.1
|
|
|
0.8
|
|
|||
|
Total Capital Expenditures
|
|
$
|
193.8
|
|
|
$
|
317.5
|
|
|
$
|
210.2
|
|
|
Project Description
|
|
Approximate
Investment
(US millions)
|
|
Investment
to date
(US millions)
|
|
Project
Start Date
|
|
Expected
Commission
Date
|
|
Expected
Nameplate Capacity
Increase
1
(mmsf)
|
||||
|
Prattville Greenfield expansion
|
|
$
|
240.0
|
|
|
$
|
214.1
|
|
|
Q4FY18
|
|
FY22
|
|
600
|
|
1
|
The expected nameplate capacity increase is based on management’s historical experience with our production process and is calculated assuming continuous operation, 24 hours per day, seven days per week, producing 5/16” medium density product at a targeted operating speed. It does not take into account factors such as product mix with varying thickness and density, batch size, plant availability and production speeds.
|
|
Project Description
|
|
Total
Investment
(US Millions)
|
|
Fiscal Year of
Expenditure
|
||
|
Summerville recommissioning
|
|
$
|
15.7
|
|
|
FY17 - FY18
|
|
Philippines capacity expansion
|
|
18.0
|
|
|
FY16 - FY19
|
|
|
Tacoma Greenfield expansion
|
|
147.0
|
|
|
FY17 - FY20
|
|
|
Carole Park Brownfield expansion
|
|
$
|
21.6
|
|
|
FY19 - FY20
|
|
Jack Truong BS, PhD
Chief Executive Officer
Age 57
|
|
|
Dr Jack G. Truong joined James Hardie as President of International Operations in April 2017. Dr Truong was announced Chief Executive Officer ("CEO") successor and appointed President and Chief Operating Officer with the responsibility of running the Company's global business in September 2018. He was officially appointed CEO in January 2019.
Dr Truong’s ability to anticipate global market trends and deliver profitable revenue growth is evidenced by his extensive multinational and multisector business experience. Prior to James Hardie, Dr Truong was the President and Chief Executive Officer of leading home appliance manufacturer, Electrolux North America Inc, a $5+ billion revenue and 14,000+ employee business at the time of his leadership.
|
|
Before joining Electrolux, Dr Truong enjoyed a successful 22-year career at 3M Company, where he held senior leadership roles throughout the United States, Europe and Asia-Pacific, including Vice President and General Manager of the Global Construction and Home Improvements Division and Global Office Supplies Division.
As an engineer and inventor himself – earning his PhD in chemical engineering from the Rensselaer Polytechnic Institute in New York – Dr Truong is the recipient of 11 U.S. patents and several international patents. Dr Truong also enjoys giving time to philanthropic causes and professional industry associations, receiving multiple accolades for his humanitarian work and business accomplishments.
|
|
|
Jason Miele BA
Chief Financial Officer
Age 43
|
|
|
Jason Miele was appointed as Chief Financial Officer (“CFO”) in February 2020. As CFO he oversees the Company’s overall financial activities, including accounting, tax, treasury, performance and competitor analysis, internal audit, financial operations, information systems, and investor and media relations.
Mr Miele has over 13 years of experience with James Hardie and has served in a number of important roles during his tenure, including most recently, as Vice President – Investor and Media Relations, a position he held from February 2017. In that role, Mr Miele had responsibility for overseeing James Hardie’s investor relations strategy and communicating James Hardie’s business strategy and its financial performance
|
|
to various stakeholders including shareholders, investment analysts, and the financial media.
Prior to that, Mr Miele served in a variety of roles of increasing responsibility, in finance functions such as Treasury, Controllership and Operational Finance, including reporting to the CFO as the Global Treasurer and later the Global Controller. Mr Miele has supported the James Hardie business during his tenure, working in multiple geographies including Dublin, Ireland, Amsterdam, Netherlands, Mission Viejo, California and Chicago, Illinois in the United States and most recently, Sydney, Australia.
Mr Miele has a Bachelor’s Degree from the University of California at Santa Barbara, where he graduated with a degree in Business Economics with an emphasis in Accounting.
|
|
|
Sean Gadd BEng, MBA
Executive Vice President, North America Commercial
Age 47
|
|
|
Sean Gadd joined James Hardie in 2004 as a Regional Engineering Manager for the Asia Pacific business, and progressed to Plant Manager for both the Carole Park and Rosehill facilities in Australia. Mr Gadd then moved to the US in 2006 to take the role of Manufacturing Manager for Trim and various manufacturing facilities across the US.
In 2009, Mr Gadd ran the US trim business for James Hardie with responsibility for both Manufacturing and Sales, followed by a brief assignment leading Supply Chain. In 2012, Mr Gadd was promoted to the role of Vice President of Sales for Western USA and Canada. Over the next year, his role was expanded to include the Midwest and Northeast of the USA.
|
|
Mr Gadd was appointed Executive General Manager in September 2013 with full responsibility for the Northern Division. In October 2015, he was appointed Executive Vice President, Markets and Segments, North America with responsibility for Strategic Marketing and Development. In December 2018, Mr Gadd was appointed Executive Vice President, North America Commercial with responsibility for sales, products, segments and marketing.
Mr Gadd has a Bachelor of Engineering in Manufacturing Management and an executive MBA from the Australian Graduate School of Management, Australia.
|
|
|
Ryan Kilcullen BSc, MS
Executive Vice President – Operations
Age 39
|
|
|
Ryan Kilcullen joined James Hardie in 2007 as a PcI/PdI Engineer. Since then, he has worked for the Company in various manufacturing and supply chain roles including Process Engineer, Production Manager, and Supply Chain Engineer. In 2012, he became Supply Chain Manager, ColorPlus
®
Business Unit, responsible for the end-to-end design and performance of our ColorPlus
®
product line supply chain. In 2013, he became responsible for North American Supply Chain operations, with responsibilities that included Procurement, Network Planning, Production Planning, Transportation, Distribution Management, Customer Service, and Inside Sales. In June 2015, he was appointed Vice President – Central Operations, responsible for the Company’s Supply Chain Operations and Centralized Manufacturing functions.
|
|
In August 2016, he was appointed Executive Vice President – Operations, responsible for the Company’s Supply Chain, Manufacturing, Engineering and Environmental, Health & Safety Operations.
Mr Kilcullen has a Bachelor of Science in Industrial Engineering from Rensselaer Polytechnic Institute and a Master of Engineering in Logistics from Massachusetts Institute of Technology.
|
|
|
Conrad Groenewald B.Tech, MDP, MBA
General Manager, Asia Pacific
Age 47
|
|
|
Conrad Groenewald joined James Hardie in January 2015 as General Manager, Asia Pacific.
As General Manager for Asia Pacific based in Sydney, Australia, Mr Groenewald has responsibility for running the Company’s business across Australia, New Zealand, the Philippines and the rest of SE Asia.
Before joining James Hardie, Mr Groenewald held senior executive roles with the shared services entity of NSW Health, HealthShare NSW; initially as the Chief Operating Officer and then moving into the role of Chief Executive Officer. During his time in this role, he was responsible for setting the strategic direction of HealthShare NSW, while ensuring that the 7,000 staff provided professional services to the NSW
|
|
Health department’s back of the house services.
After graduating in 1995, Mr Groenewald started his career as a Process Engineer at Mondi Paper (part of Anglo American Group) in South Africa. There he progressed through the business to Production Manager, and eventually Operations Manager, prior to emigrating to Australia in 2002. In Australia, Mr Groenewald joined Visy Industries where he spent almost 10 years in Senior Operations Management roles across various divisions throughout Australia.
Mr Groenewald has an MBA from The Open University UK, an MDP Business Administration and Management from UNISA, and has a Chemical Engineering qualification and Bachelor of Technology in Pulp and Paper from Durban University of Technology.
|
|
|
Jörg Brinkmann MS, PhD
General Manager, Europe
Age 41
|
|
|
Dr Jörg Brinkmann joined James Hardie as General Manager, Europe in April 2018 as part of the Fermacell GmbH acquisition. In this role he is responsible for running the Company’s European activities, which are headquartered in Düsseldorf, Germany.
Before joining James Hardie, Dr Brinkmann held several German as well as international leadership roles in Sales and Marketing at the Xella Group (the former owner of the Fermacell business) starting in 2005. In 2014 he was appointed CEO of the former Fermacell Company with responsibility for the entire business. Under his leadership, the company achieved significant profitable growth.
|
|
Dr Brinkmann holds a Masters degree (“Diplom-Kaufmann”) from the University of Duisburg-Essen as well as a PhD from the University of Hohenheim, Germany.
|
|
|
Julie Katigan BA, MA
Chief Human Resources Officer
Age 53
|
|
|
Julie Katigan joined James Hardie as Chief Human Resources Officer (“CHRO”) in May 2019. As CHRO she has responsibility for the Company’s global human resource activities, including employee engagement, leadership and talent development and human resources strategy.
Most recently, Ms Katigan was the Senior Vice President, Human Resources for XPO Logistics’ Americas and Asia Pacific Supply Chain business unit, responsible for approximately 25,000 employees in 400 locations across the globe.
Prior to XPO Logistics, Ms Katigan held senior human resources leadership roles in
|
|
both business partnering and specialty areas such as Talent Management and Organizational Development, with well-established companies that included Colfax Corporation, Electrolux, Mead Johnson Nutrition and Ford Motor Company.
Ms Katigan has a Bachelor of Arts degree in English and a Master’s degree in Labor and Industrial Relations from Michigan State University.
|
|
|
Joe Blasko BSFS, JD
General Counsel and Chief Compliance Officer
Age 53
|
|
|
Joe Blasko joined James Hardie as General Counsel and Chief Compliance Officer in June 2011.
Before joining James Hardie, Mr Blasko was Assistant General Counsel, and later, the General Counsel at Liebert Corporation, an Emerson Network Power Systems company and wholly-owned subsidiary of Emerson Electric Co. In his four years with Liebert/Emerson, Mr Blasko was responsible for establishing the legal department in Columbus, Ohio, managing and overseeing all legal matters and working closely with the executive management team. In this role, Mr Blasko also had global responsibilities which required expertise across multiple jurisdictions.
|
|
From 2004 to 2006, Mr Blasko was Associate General Counsel at The Scotts Miracle-Gro Company, serving as the effective “general counsel” to numerous corporate divisions within the organization. From 1997 to 2004, Mr Blasko gained considerable regulatory and litigation expertise working at Vorys, Sater, Seymour and Pease LLP in Ohio.
Mr Blasko has a Juris Doctor from Case Western Reserve University in Cleveland, Ohio, USA and a Bachelor of Science in Foreign Service from Georgetown University, USA, with a specialty in International Relations, Law and Organizations.
|
|
|
Michael Hammes BS, MBA
Age 78
|
|
|
Michael Hammes was elected as an independent non-executive director of James Hardie in February 2007. He was appointed Chairman of the Board in January 2008 and is a member of the Remuneration Committee and the Nominating and Governance Committee.
Experience
: Mr Hammes has extensive commercial experience at a senior executive level. He has held a number of executive positions in the medical products, hardware and home improvement, and automobile sectors, including CEO and Chairman of Sunrise Medical, Inc. (2000-2007), Chairman and CEO of Guide Corporation (1998-2000), Chairman and CEO of Coleman Company, Inc. (1993-1997), Vice Chairman of Black & Decker Corporation (1992-1993) and various senior executive
|
|
roles with Chrysler Corporation (1986-1990) and Ford Motor Company (1966-1986).
Directorships of listed companies in the past five years
:
Former
– Director of Navistar International Corporation (1996-2017); Director of DynaVox Mayer-Johnson (2010-2016).
Other
: Resident of the United States.
Last elected
: August 2018
Term expires
: August 2021
|
|
|
Brian Anderson BS, MBA, CPA
Age 69
|
|
|
Brian Anderson was appointed as an independent non-executive director of James Hardie in December 2006. He is Chairman of the Audit Committee and a member of the Remuneration Committee.
Experience
: Mr Anderson has extensive financial and business experience at both executive and board levels. He has held a variety of senior positions, with thirteen years at Baxter International, Inc., including Corporate Vice President of Finance, Senior Vice President and CFO (1997-2004) and, more recently, Executive Vice President and CFO of OfficeMax, Inc. (2004-2005). Earlier in his career, Mr Anderson was an Audit Partner of Deloitte & Touche LLP (1986-1991).
|
|
Directorships of listed companies in the past five years
:
Current
– Director of Stericycle Inc. (since 2017); Director of PulteGroup (since 2005); Director of W.W. Grainger, Inc. (since 1999).
Former
– Chairman (2010-2016) and Director (2005-2016) of A.M. Castle & Co.
Other
: Member of the Governing Board of the Center for Audit Quality (since 2016); resident of the United States.
Last elected
: August 2017
Term expires
: August 2020
|
|
|
Russell Chenu BCom, MBA
Age 70
|
|
|
Russell Chenu was appointed as a non-executive director of James Hardie in August 2014. He is a member of the Remuneration Committee and the Nominating and Governance Committee.
Experience
: Mr Chenu joined James Hardie as Interim CFO in October 2004 and was appointed CFO in February 2005. He was elected to the Company’s Managing Board at the 2005 Annual General Meeting, re-elected in 2008 and continued as a member of the Managing Board until it was dissolved in June 2010. As CFO, he was responsible for accounting, treasury, taxation, corporate finance, information technology and systems, and procurement. Mr Chenu retired as CFO in November 2013.
|
|
Mr Chenu is an experienced corporate and finance professional who held senior finance and management positions with a number of Australian publicly-listed companies. In a number of these senior roles, he was engaged in significant strategic business planning and business change, including several turnarounds, new market expansions and management leadership initiatives.
Mr Chenu has a Bachelor of Commerce from the University of Melbourne and an MBA from Macquarie Graduate School of Management, Australia.
Directorships of listed companies in the past five years
:
Current
– Director of Reliance Worldwide Corporation Limited (since 2016); Director of CIMIC Group Limited (since 2014); Director of Metro Performance Glass Limited (since 2014).
Other
: Resident of Australia.
Last elected:
August 2017
Term expires
: August 2020
|
|
|
David D. Harrison BA, MBA, CMA
Age 72
|
|
|
David Harrison was appointed as an independent non-executive director of James Hardie in May 2008. He is Chairman of the Nominating and Governance Committee and a member of the Audit Committee.
Experience
: Mr Harrison is an experienced company director with a finance background, having served in corporate finance roles, international operations and information technology for 22 years with Borg Warner/General Electric Co. His previous experience includes 10 years at Pentair, Inc., as Executive Vice President and CFO (1994-1996 and 2000-2007) and Vice President and CFO roles at Scotts, Inc. and Coltec Industries, Inc. (1996-2000).
|
|
Directorships of listed companies in the past five years:
Current
– Director of National Oilwell Varco (since 2003).
Other
: Resident of the United States.
Last elected
: August 2019
Term expires
: August 2022
|
|
|
Andrea Gisle Joosen MSc, BSc
Age 56
|
|
|
Andrea Gisle Joosen was appointed as an independent non-executive director of James Hardie in March 2015. She is a member of the Audit Committee.
Experience
: Ms Gisle Joosen is an experienced former executive with extensive experience in marketing, brand management and business development across a range of different consumer businesses. Her former roles include Chief Executive of Boxer TV Access AB in Sweden and Managing Director (Nordic region) of Panasonic, Chantelle AB and Twentieth Century Fox. Her early career involved several senior marketing roles with Procter & Gamble and Johnson & Johnson.
|
|
Directorships of listed companies in the past five years
:
Current
– Director of BillerudKorsnas AB (since 2015); Director of Dixons Carphone plc (since 2014); Director of ICA Gruppen AB (since 2010).
Former
–Director of Mr Green AB (2015 - 2019).
Other
: Director of Logent AB (since December 2019); Director of Qred AB (since June 2019); Director of Acast AB (since 2018); Director of Neopitch AB (since 2004); resident of Sweden.
Last elected
: August 2018
Term expires
: August 2021
|
|
|
Persio V. Lisboa BS
Age 54
|
|
|
|
|
|
Persio Lisboa was appointed as an independent non-executive director of James Hardie in February 2018. He is Chairman of the Remuneration Committee.
Experience
: Mr Lisboa has extensive senior executive experience. He currently serves as Executive Vice President & Chief Operating Officer at Navistar, Inc. (Navistar), a leading manufacturer of commercial trucks, buses, defense vehicles and engines, since March 2017. Prior to holding this position, Mr Lisboa served as President, Operations of Navistar from November 2014 to March 2017. Prior to that, Mr Lisboa served as Senior Vice President, Chief Procurement Officer of Navistar from December 2012 to November 2014, as Vice President, Purchasing and Logistics and Chief Procurement Officer of Navistar from October 2011 to November 2012,
|
|||
|
and as Vice President, Purchasing and Logistics of Navistar from August 2008 to October 2011. Prior to these positions, Mr Lisboa held various management positions within Navistar’s North American and South American operations. Mr Lisboa began his career at Maxion International Motores Brasil, followed by a move to International Engines Argentina S.A., and then to MWM-International South America.
|
||||
|
Directorships of listed companies in the past five years
:
Former
- Director of Broadwind Energy, Inc. (2016-2018).
Other:
Resident of the United States.
Last elected
: August 2018
Term expires
: August 2021
|
||||
|
Anne Lloyd, BS, CPA
Age 58
|
|
|
Anne Lloyd was appointed as an independent non-executive director of James Hardie in November 2018. During fiscal year 2020, Ms Lloyd served as a member of the Audit Committee until 26 August 2019, at which time she stepped down from such position concurrent with her appointment as Interim CFO. Effective 26 August 2019, Ms Lloyd was appointed as Interim CFO, a position she held until 25 February 2020.
Experience
: Ms Lloyd, an experienced corporate and finance executive, served as Chief Financial Officer of Martin Marietta Materials, Inc. a leading supplier of aggregates and heavy building materials, for over 12 years from June 2005 until her retirement in August 2017. She joined Martin Marietta in 1998 as Vice President and Controller and
|
|
was promoted to Chief Accounting Officer in 1999. She was subsequently appointed Treasurer (2006-2013) and promoted to Executive Vice President in 2009. Earlier in her career, Ms Lloyd spent 14 years with Ernst & Young LLP (1984-1998), latterly as a senior manager and client service executive for the natural resources, mining, insurance and healthcare industries.
Directorships of listed companies in the past five years
:
Current
- Director of Insteel Industries, Inc (since April 2019); Director of Highwoods Properties, Inc. (since 2018).
Former
- Director of Terra Nitrogen Company, L.P. (2009-2018).
Other:
Resident of the United States.
Last elected
: August 2019
Term expires
: August 2022
|
|
|
Moe Nozari BA, MS, PhD and Postdoctoral Research Fellow
Age 77
|
|
|
Dr Moe Nozari was appointed as an independent non-executive director of James Hardie in November 2019. He is a member of the Remuneration Committee and the Nominating and Governance Committee.
Experience:
Dr Nozari worked at 3M for thirty eight years. Latterly, he served as an Executive Vice President of Consumer and Office Business at 3M Company, from 2002 until his retirement from 3M in July 2009. Prior to that he served as an Executive Vice President of Consumer and Office Markets at 3M Company from 1999 to 2002 and served as its Group Vice President of Consumer and Office Markets Group from 1996 to 1999. Dr Nozari joined 3M, in the Central Research Laboratories in 1971 and advanced to the position of Technical Director of the Photographic Products Division.
|
|
After a succession of managerial and business responsibilities in 1986 he was named a Division Vice President, then a Group Vice President in 1996. While at 3M his focus was on the development of new products, brands, identification, and development of people.
Other
: Resident of the United States.
Last elected
: Dr Nozari will be standing for election at the August 2020 Annual General Meeting.
|
|
|
Rada Rodriguez MSc
Age 61
|
|
|
Rada Rodriguez was appointed as an independent non-executive director of James Hardie in November 2018. She is a member of the Nominating and Governance Committee.
Experience:
Ms Rodriguez has served as Chief Executive Officer of Schneider Electric GmbH, part of Schneider Electric Group, a global energy management and automation company, for 9 years and has been Senior Vice President, Corporate Alliances since 2017. Since joining the company in 1999, she has held a progression of senior roles including Head of International Research and Development for Schneider Electric Sweden, and Senior Vice President and Zone President, Central and Eastern Europe.
|
|
Prior to joining Schneider Electric GmbH, she worked at Lexel Group (later acquired by Schneider) and before that she worked for 5 years at Colasit Scandinavia AB, a Swiss industrial machinery manufacturer. She started her career with K-Konsult AB, a Swedish technical consulting firm with a focus on installation technology where she worked for 5 years as a design engineer.
Directorships of listed companies in the past five years:
Former
– Director of Eltel AB (2015-2017).
Other
: Director of Messe Berlin GmbH (since November 2019); Director of ZVEI (since 2014); resident of Germany.
Last elected
: August 2019
Term expires
: August 2022
|
|
|
•
|
Dr Jack Truong, CEO;
|
|
•
|
Jason Miele, CFO (from 25 February 2020);
|
|
•
|
Sean Gadd, Executive Vice President, North America Commercial;
|
|
•
|
Joe Blasko, General Counsel and Chief Compliance Officer;
|
|
•
|
Ryan Kilcullen, Executive Vice President – Operations; and
|
|
•
|
Matthew Marsh, Former CFO (through August 2019).
|
|
Duration
|
Plan Name
|
Amount
|
Form Incentive Paid
|
|
Short Term Incentive ("STI") (1 year)
|
Individual Performance Plan ("IP Plan")
|
20% of STI Target
|
Cash
|
|
|
Company Performance Plan ("CP Plan")
|
80% of STI Target
|
Cash
|
|
Long Term Incentive ("LTI") (3 years)
|
Long Term Incentive Plan 2006 (“LTIP”)
|
25% of LTI Target
|
Return on Capital Employed ("ROCE") Restricted Stock Units ("RSUs")
|
|
|
|
25% of LTI Target
|
Relative Total Shareholder Return ("TSR") RSUs
|
|
|
|
50% of LTI Target
|
Cash (Scorecard LTI)
|
|
•
|
ROCE RSUs are used as they are an indicator of high capital efficiency required over time;
|
|
•
|
Relative TSR RSUs are used as they are an indicator of our performance relative to our US peer companies; and
|
|
•
|
Scorecard LTI is an indicator of each Senior Executive Officer’s contribution to achieving our long-term strategic goals.
|
|
|
ROCE RSUs
|
|
TSR RSUs
|
|
Scorecard LTI Units
|
|
|
J Truong
|
85,064
|
|
157,949
|
|
226,636
|
|
|
J Miele
|
13,760
|
|
23,275
|
|
41,281
|
|
|
S Gadd
|
28,779
|
|
53,117
|
|
86,337
|
|
|
J Blasko
|
17,987
|
|
33,198
|
|
53,961
|
|
|
R Kilcullen
|
14,390
|
|
26,559
|
|
43,169
|
|
|
M Marsh
1
|
—
|
|
—
|
|
—
|
|
|
•
|
ROCE RSUs awarded in fiscal year 2020 may vest on 17 August 2022 based on the achievement of certain ROCE hurdles for fiscal years 2020-2022 (the “Performance Period”). Specifically, if our three year average ROCE for fiscal years 2020-2022 is:
|
|
◦
|
(i) less than 24%, then no ROCE RSUs will vest;
|
|
◦
|
(ii) is equal to or greater than 24.0% but less than 26.0%, then 0.5x target of the ROCE RSUs will vest;
|
|
◦
|
(iii) is equal to or greater than 26.0% but less than 27.5%, then 1.0x target of the ROCE RSUs will vest;
|
|
◦
|
(iv) is equal to or greater than 27.5% but less than 28.5%, then 1.5x target of the ROCE RSUs will vest; and
|
|
◦
|
(v) is greater than 28.5%, then 2.0x target of the ROCE RSUs will vest.
|
|
•
|
TSR RSUs awarded in fiscal year 2020 may vest on 17 August 2022 if the TSR of our shares exceeds a specified percentage of our US peer group during the performance period. The peer group for measuring TSR consists of the same 20 peer companies exposed to the US housing market which we use for compensation benchmarking purposes. Our TSR performance is measured against the peer group over a three-year period from the grant date. To eliminate the impact of short-term price changes, the TSR starting point and end date are measured using an average 20 trading-day closing price. TSR RSUs will vest based on the following schedule:
|
|
◦
|
(i) if the TSR of our shares is below the 40th percentile of the peer group, then no TSR RSUs will vest;
|
|
◦
|
(ii) if the TSR of our shares is equal to the 60th percentile of the peer group, then 1.0x target TSR RSUs will vest; and
|
|
◦
|
(iii) if the TSR of our shares in greater than the 80th percentile of the peer group than 2.0x target TSR RSUs will vest.
|
|
•
|
Scorecard LTI cash-settled awards granted in fiscal year 2020 may vest on 17 August 2022 based on our achievement of certain specified strategic goals and objectives and each Senior Executive Officer’s contribution to the achievement of such objectives during the Performance Period. In fiscal year 2020, the Remuneration Committee approved a number of key management objectives and the measures it expects to see achieved in relation to these objectives. These objectives are incorporated into the fiscal year 2020 grant. At the end of the Performance Period, the Remuneration Committee will assess our Senior Executive Officers’ collective performance and each Senior Executive Officer’s individual contribution to that performance. Senior Executive Officers may receive different ratings depending on the contribution they have made during the Performance Period. No specific weighting is applied to any single objective and the final Scorecard assessment reflects an element of judgment by the Board. The amount received by each Senior Executive Officer is based on both our share price performance over the Performance Period and that Senior Executive Officer’s Scorecard rating. Depending on the collective performance related to the specified objectives and the Senior Executive Officer’s rating, between 0.0x and 3.0x of target of the Senior Executive Officer’s Scorecard LTI target awards may vest at the end of the Performance Period. Scorecard LTI are settled in cash based the number of units vested and the 20 trading-day average closing price of our CUFS at the end of the Performance Period
.
|
|
•
|
The Employment Agreement is effective 31 January 2019 providing for service as CEO.
|
|
•
|
Dr Truong is an employee-at-will and either he or the Company may terminate his employment at any time or any reason.
|
|
•
|
Base salary at an initial annual rate of US$800,000, subject to annual review and approval by the Remuneration Committee.
|
|
•
|
Participation in the Company’s annual STI and LTI Plans, with a minimum STI target of 100% of his annual base salary, as established by the Company’s Board.
|
|
•
|
Participation in the Company’s benefit, health and welfare plans and certain fringe benefits made generally available to Senior Executive Officers in accordance with his agreement and Company policies.
|
|
•
|
In the event that Dr Truong’s employment is terminated by the Company for any reason other than for “Cause”, or if Dr Truong voluntarily terminates his employment for “Good Reason”, in addition to those benefits that would be considered standard for any employee at termination (
i.e.
, unpaid base salary, accrued vacation, unreimbursed business expenses and the payment of any earned but unpaid annual incentive award) Dr Truong will be entitled to receive the following benefits:
|
|
◦
|
An aggregate amount equal to the sum of: (i) two times Dr Truong’s base salary plus (ii) two times Dr Truong’s target annual incentive, payable in substantially equal periodic installments over the two year period following the date of termination;
|
|
◦
|
An amount, if any, with respect to the annual incentive award opportunity for the fiscal year in which termination of employment occurs, as determined under the terms and conditions of annual incentive program(s) then in-effect;
|
|
◦
|
All outstanding equity awards will be subject to the terms and conditions of the applicable equity incentive plan and any corresponding award agreement(s); provided, however, that (i) if the date of termination occurs prior to 21 August 2022, any service-based vesting criteria on the long-term incentive awards granted to Dr Truong on 21 August 2017 that were designated as retention awards will be deemed satisfied in full (but any performance criteria then still applicable to those awards will remain in effect);
|
|
◦
|
Monthly payments for a period of up to 24 months following the date of termination equal to the premium Dr Truong would be required to pay for continuation coverage under the Company’s health benefit plans; and
|
|
◦
|
The Company will provide Dr Truong with reasonable professional outplacement services for a period of up to 24 months following the date of termination.
|
|
•
|
Mr Miele is an employee-at-will and either he or the Company may terminate his employment at any time or any reason.
|
|
•
|
Base salary at an initial annual rate of US$400,000, subject to annual review and approval by the Remuneration Committee.
|
|
•
|
Participation in the Company’s annual STI and LTI Plans, with a STI target of 60% of his annual base salary.
|
|
•
|
Participation in the Company’s benefit, health and welfare plans and certain fringe benefits made generally available to Senior Executive Officers in accordance with his agreement and Company policies.
|
|
•
|
In the event that Mr Miele is terminated by the Company without "Cause" or terminated by Mr Miele for "Good Reason", in addition to those benefits that would be considered standard for any employee
|
|
◦
|
Salary continuation for the one year period following the date of termination, provided the aggregate amount of such continuation payments shall be equal to the sum of (i) one times the base salary plus (ii) one times the annual incentive award opportunity, as then in-effect;
|
|
◦
|
All outstanding equity awards under the Company's equity incentive plans will be subject to the terms and conditions of the applicable plan and any corresponding award agreement(s);
|
|
◦
|
Monthly payments for a period of 12 months following the date of termination equal to the premium Mr Miele would be required to pay for continuation coverage under the Company’s health benefit plans; and
|
|
◦
|
The Company will provide Mr Miele with reasonable professional outplacement services for a period of up to 12 months following the date of termination.
|
|
(US dollars)
|
|
Primary
|
|
Post-
employment
|
|
Equity Awards
|
|
Other
|
TOTAL
|
||||||||||||||
|
Name
|
|
Base Pay
1
|
|
STI
Award
2
|
|
Other
Benefits
3
|
|
401(k)
|
|
Ongoing Vesting
4
|
|
Mark-to
Market
5
|
|
Relocation
Allowances,
and Other
Nonrecurring
6
|
|||||||||
|
J Truong
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fiscal Year 2020
|
|
800,000
|
|
|
2,160,000
|
|
|
75,038
|
|
|
17,366
|
|
|
3,329,423
|
|
|
(316,615
|
)
|
|
3,051
|
|
6,068,263
|
|
|
Fiscal Year 2019
|
|
679,396
|
|
|
949,362
|
|
|
46,902
|
|
|
17,226
|
|
|
1,412,235
|
|
|
(337,627
|
)
|
|
30,528
|
|
2,798,022
|
|
|
J Miele
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fiscal Year 2020
|
|
292,840
|
|
|
269,233
|
|
|
39,384
|
|
|
18,076
|
|
|
255,805
|
|
|
(3,427
|
)
|
|
382,089
|
|
1,254,000
|
|
|
S Gadd
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fiscal Year 2020
|
|
558,038
|
|
|
747,252
|
|
|
35,249
|
|
|
18,230
|
|
|
1,347,237
|
|
|
(29,332
|
)
|
|
—
|
|
2,676,674
|
|
|
Fiscal Year 2019
|
|
525,289
|
|
|
373,200
|
|
|
47,548
|
|
|
17,210
|
|
|
1,389,526
|
|
|
(467,763
|
)
|
|
100,000
|
|
1,985,010
|
|
|
J Blasko
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fiscal Year 2020
|
|
447,347
|
|
|
489,117
|
|
|
54,088
|
|
|
17,012
|
|
|
568,651
|
|
|
11,022
|
|
|
—
|
|
1,587,237
|
|
|
Fiscal Year 2019
|
|
434,317
|
|
|
321,484
|
|
|
59,065
|
|
|
16,677
|
|
|
688,153
|
|
|
(240,355
|
)
|
|
—
|
|
1,279,341
|
|
|
R Kilcullen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fiscal Year 2020
|
|
371,038
|
|
|
476,898
|
|
|
26,046
|
|
|
18,022
|
|
|
552,189
|
|
|
(11,661
|
)
|
|
—
|
|
1,432,532
|
|
|
M Marsh
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fiscal Year 2020
|
|
317,908
|
|
|
—
|
|
|
22,531
|
|
|
8,077
|
|
|
(1,662,015
|
)
|
|
187,311
|
|
|
382,804
|
|
(743,384
|
)
|
|
Fiscal Year 2019
|
|
621,923
|
|
|
578,340
|
|
|
77,524
|
|
|
16,915
|
|
|
2,158,119
|
|
|
(731,729
|
)
|
|
—
|
|
2,721,092
|
|
|
TOTAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fiscal Year 2020
|
|
2,787,171
|
|
|
4,142,500
|
|
|
252,336
|
|
|
96,783
|
|
|
4,391,290
|
|
|
(162,702
|
)
|
|
767,944
|
|
12,275,322
|
|
|
Fiscal Year 2019
|
|
2,260,925
|
|
|
2,222,386
|
|
|
231,039
|
|
|
68,028
|
|
|
5,648,033
|
|
|
(1,777,474
|
)
|
|
130,528
|
|
8,783,465
|
|
|
1
|
Base pay for fiscal years 2020 and 2019 includes salary paid to Senior Executive Officers for the 26 bi-weekly paychecks received during the fiscal years.
|
|
2
|
For further details on STI awards paid for fiscal year 2020, see “Incentive Arrangements” above in this Remuneration section. Amounts reflect actual STI awards to be paid in June 2020 and paid in June 2019, for fiscal years 2020 and 2019, respectively.
|
|
3
|
Includes the aggregate amount of all other benefits received in the year indicated. Examples of benefits that may be received include medical and life insurance benefits, car allowances, membership in executive wellness programs, and financial planning and tax services.
|
|
4
|
Includes equity award expense for grants of Scorecard LTI awards, relative TSR RSUs and ROCE RSUs. Relative TSR RSUs are valued using a Monte Carlo simulation method. ROCE RSUs and Scorecard LTI awards are valued based on the Company’s share price at each balance sheet date adjusted for the fair value of estimated dividends as well as the Remuneration Committee’s current expectation of the amount of the RSUs or awards which will vest. The fair value of equity awards granted are included in compensation over the periods in which the equity awards vest. For ROCE RSUs and Scorecard LTI awards, this amount excludes adjustments to the equity award expense in previous fiscal years resulting from changes in the Company’s share price, which is disclosed separately in the Equity Awards “Mark-to-Market” column.
|
|
5
|
The amount included in this column is the equity award expense in relation to ROCE RSUs and Scorecard LTI awards resulting from changes in fair market value of the US dollar share price during the fiscal years 2020 and 2019 as well as adjustments to performance ratings based on review by the Board of Directors. During fiscal year 2020, there was a 11.1% decrease in our share price from US$12.87 to US$11.44. During fiscal year 2019, there was an 26.6% decrease in our share price from US$17.53 to US$12.87.
|
|
6
|
Includes the aggregate of non-recurring payments or other benefits received in the year indicated. Examples include one-time signing bonus or other limited payments connected to initial retention, one-time discretionary bonus payments, relocation allowances and costs and severance payments.
|
|
7
|
J Truong's base pay includes US$205,734 in fiscal year 2020, which is allocated for tax purposes to his services on the Company’s Board.
|
|
8
|
Mr Marsh left the Company during fiscal year 2020. The amount in the Relocation Allowances and Other Nonrecurring column includes severance paid and accrued vacation to Mr Marsh following his exit from the Company.
|
|
Position
|
|
Fiscal Year
2020 (US$)
|
|
|
Chairman
|
|
420,794
|
|
|
Board member
|
|
205,734
|
|
|
Audit Committee Chair
|
|
20,000
|
|
|
Remuneration Committee Chair
|
|
20,000
|
|
|
Nominating & Governance Committee Chair
|
|
20,000
|
|
|
Ad-hoc Board sub-committee attendance
1
|
|
3,000
|
|
|
(US dollars)
|
|
|
|
|
|
|
|
|
||||
|
Name
|
|
Primary
Directors’ Fees
1
|
|
Other Payments
2
|
|
Other Benefits
3
|
|
TOTAL
|
||||
|
M Hammes
|
|
|
|
|
|
|
|
|
||||
|
Fiscal Year 2020
|
|
429,794
|
|
|
634,231
|
|
|
30,762
|
|
|
1,094,787
|
|
|
Fiscal Year 2019
|
|
426,794
|
|
|
447,059
|
|
|
30,509
|
|
|
904,362
|
|
|
B Anderson
|
|
|
|
|
|
|
|
|
||||
|
Fiscal Year 2020
|
|
225,734
|
|
|
—
|
|
|
30,516
|
|
|
256,250
|
|
|
Fiscal Year 2019
|
|
231,734
|
|
|
—
|
|
|
14,332
|
|
|
246,066
|
|
|
D Harrison
|
|
|
|
|
|
|
|
|
||||
|
Fiscal Year 2020
|
|
228,734
|
|
|
168,533
|
|
|
27,002
|
|
|
424,269
|
|
|
Fiscal Year 2019
|
|
220,734
|
|
|
—
|
|
|
23,673
|
|
|
244,407
|
|
|
A Littley
|
|
|
|
|
|
|
|
|
||||
|
Fiscal Year 2020
|
|
76,796
|
|
|
—
|
|
|
487
|
|
|
77,283
|
|
|
Fiscal Year 2019
|
|
214,734
|
|
|
—
|
|
|
—
|
|
|
214,734
|
|
|
R van der Meer
|
|
|
|
|
|
|
|
|
||||
|
Fiscal Year 2020
|
|
73,796
|
|
|
—
|
|
|
781
|
|
|
74,577
|
|
|
Fiscal Year 2019
|
|
210,734
|
|
|
—
|
|
|
—
|
|
|
210,734
|
|
|
R Chenu
4
|
|
|
|
|
|
|
|
|
||||
|
Fiscal Year 2020
|
|
208,734
|
|
|
—
|
|
|
1,811
|
|
|
210,545
|
|
|
Fiscal Year 2019
|
|
211,734
|
|
|
—
|
|
|
—
|
|
|
211,734
|
|
|
A Gisle Joosen
|
|
|
|
|
|
|
|
|
||||
|
Fiscal Year 2020
|
|
208,734
|
|
|
—
|
|
|
16,621
|
|
|
225,355
|
|
|
Fiscal Year 2019
|
|
214,734
|
|
|
—
|
|
|
—
|
|
|
214,734
|
|
|
S Simms
|
|
|
|
|
|
|
|
|
||||
|
Fiscal Year 2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Fiscal Year 2019
|
|
92,558
|
|
|
—
|
|
|
—
|
|
|
92,558
|
|
|
P Lisboa
|
|
|
|
|
|
|
|
|
||||
|
Fiscal Year 2020
|
|
225,734
|
|
|
—
|
|
|
27,441
|
|
|
253,175
|
|
|
Fiscal Year 2019
|
|
223,799
|
|
|
—
|
|
|
—
|
|
|
223,799
|
|
|
A Lloyd
|
|
|
|
|
|
|
|
|
||||
|
Fiscal Year 2020
|
|
205,734
|
|
|
511,305
|
|
|
34,337
|
|
|
751,376
|
|
|
Fiscal Year 2019
|
|
83,859
|
|
|
—
|
|
|
—
|
|
|
83,859
|
|
|
R Rodriguez
|
|
|
|
|
|
|
|
|
||||
|
Fiscal Year 2020
|
|
211,734
|
|
|
—
|
|
|
20,680
|
|
|
232,414
|
|
|
Fiscal Year 2019
|
|
78,827
|
|
|
—
|
|
|
—
|
|
|
78,827
|
|
|
M Nozari
|
|
|
|
|
|
|
|
|
||||
|
Fiscal Year 2020
|
|
80,417
|
|
|
—
|
|
|
22,248
|
|
|
102,665
|
|
|
Fiscal Year 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total Compensation for Non-Executive Directors
|
||||||||||||
|
Fiscal Year 2020
|
|
2,175,941
|
|
|
1,314,069
|
|
|
212,686
|
|
|
3,702,696
|
|
|
Fiscal Year 2019
|
|
2,210,241
|
|
|
447,059
|
|
|
68,514
|
|
|
2,725,814
|
|
|
1
|
Amount includes base, Chairman and Committee Chairman fees, as well as fees for attendance at ad hoc sub-committee meetings.
|
|
2
|
Amount for M Hammes for fiscal year 2020 relates to: (i) a supplemental compensation payment of US$454,231 in relation to income for the years ended 31 December 2017 and 31 December 2018 in circumstances where Irish income taxes levied on director compensation exceeded net income taxes owed on such compensation in their country of tax residence and paid in accordance with the remuneration policy for non-executive directors; and (ii) a US$180,000 exertion fee in recognition of the additional time commitment and contribution of the Chairman in association with: (i) his active participation in the induction, mentoring, support and assessment of newly recruited senior managers; (ii) the smooth transition of the former CEO and successful onboarding and induction of Dr Truong as both the CEO and as an executive director; and (iii) supporting Dr Truong in continuing the development of the high performance leadership team during the transition phase which continued through fiscal year 2020. A description of the Chairman’s role with regard to management succession planning is contained in Section 1 - Corporate Governance Report of this Annual Report. Amount for fiscal year 2019 relates: (i) to a supplemental compensation payment of US$147,059 in relation to income from the year ended 31 December 2017 in circumstances where Irish income taxes levied on director compensation exceeded net income taxes owed on such compensation in their country of tax residence and paid in accordance with the remuneration policy for non-executive directors; and (ii) a US$300,000 exertion fee in recognition of the additional time commitment and contribution of the Chairman in association with: (i) his active participation in the induction, mentoring, support and assessment of newly recruited senior managers; (ii) the smooth transition of the former CEO and successful onboarding and induction of Dr Truong as both the CEO and as an executive director; and (iii) supporting Dr Truong in continuing the development of the high performance leadership team during the transition phase.
|
|
3
|
Amount includes the cost of non-executive directors’ fiscal compliance in Ireland, other costs connected with Board-related events paid for by the Company and tax services related to tax equalization benefits.
|
|
4
|
In addition to the compensation set forth above, Mr Chenu continues to receive certain tax services from the Company, and remains eligible for certain tax equalization benefits relative to the vesting of previously granted equity awards, stemming from his prior service as an executive officer of the Company.
|
|
|
Years Ended 31 March
|
||||||
|
(In US dollars)
|
2020
|
|
2019
|
||||
|
Managerial Services
1
|
$
|
5,862,529
|
|
|
$
|
6,292,737
|
|
|
Director Services
2
|
3,908,420
|
|
|
2,725,814
|
|
||
|
|
$
|
9,770,949
|
|
|
$
|
9,018,551
|
|
|
1
|
Includes cash payments, non-cash benefits (examples include medical and life insurance benefits, car allowances, membership in executive wellness programs, financial planning and tax services), 401(k) benefits, and amounts expensed for outstanding equity awards for CEO J Truong and former CEO Louis Gries (for fiscal year 2019).
|
|
2
|
Includes compensation for all non-executive directors, which includes base, Chairman, Chairman exertion fee, supplemental compensation fees (as described in footnote 2 of the table above which sets out the remuneration for non-executive directors), Committee Chairman fee and cost of non-employee directors’ fiscal compliance in Ireland. It includes costs connected with Board-related events paid for by the Company and it includes CEO J Truong and a proportion of the former CEO L Gries' (for fiscal year 2019) remuneration paid as fees for their service on the JHI plc Board in fiscal years 2020 and 2019.
|
|
Name
|
|
CUFS at
30 April
2020
|
|
CUFS at
30 April
2019
|
|
RSUs at
30 April
2020
|
|
RSUs at
30 April
2019
|
||||
|
J Truong
|
|
—
|
|
|
—
|
|
|
596,682
|
|
|
353,668
|
|
|
J Miele
|
|
18,592
|
|
|
12,494
|
|
|
73,735
|
|
|
47,301
|
|
|
S Gadd
|
|
67,928
|
|
|
55,101
|
|
|
326,154
|
|
|
325,314
|
|
|
J Blasko
|
|
64,861
|
|
|
52,213
|
|
|
157,352
|
|
|
159,581
|
|
|
R Kilcullen
|
|
—
|
|
|
—
|
|
|
127,744
|
|
|
112,587
|
|
|
Name
|
|
CUFS at
30 April
2020
|
|
CUFS at
30 April
2019
|
||
|
M Hammes
1
|
|
44,109
|
|
|
44,109
|
|
|
B Anderson
2
|
|
18,920
|
|
|
18,920
|
|
|
R Chenu
|
|
105,518
|
|
|
105,518
|
|
|
A Gisle Joosen
|
|
3,920
|
|
|
3,420
|
|
|
D Harrison
3
|
|
19,259
|
|
|
19,259
|
|
|
P Lisboa
4
|
|
2,389
|
|
|
2,389
|
|
|
A Lloyd
5
|
|
18,000
|
|
|
18,000
|
|
|
M Nozari
6
|
|
1,000
|
|
|
—
|
|
|
R Rodriguez
|
|
—
|
|
|
—
|
|
|
1
|
35,109 CUFS held in the name of Mr and Mrs Hammes and 9,000 CUFS held as American Depositary Shares (“ADSs”) in the name of Mr and Mrs Hammes.
|
|
2
|
7,635 CUFS held in the name of Mr Anderson, 390 CUFS held as ADSs in the name of Mr Anderson and 10,895 CUFS held as ADSs in the name of Mr and Mrs Anderson.
|
|
3
|
2,384 CUFS held in the name of Mr Harrison, 1,000 CUFS held as ADSs in the name of Mr Harrison and 15,875 CUFS held as ADSs in the name of Mr and Mrs Harrison.
|
|
4
|
2,389 CUFS held as ADSs in the name of Mr Lisboa.
|
|
5
|
18,000 CUFS held as ADSs in the name of Ms Lloyd.
|
|
6
|
1,000 CUFS held as ADSs in the name of Mr Nozari.
|
|
•
|
the LTIP; and
|
|
Restricted Stock Units
|
|||||||
|
Grant Type
|
Grant Date
|
Granted
|
|
Vested as of
31 March 2020 |
|
Outstanding as of 31 March 2020
|
|
|
TSR
|
September 2016
|
456,819
|
|
156,343
|
|
191,866
|
|
|
TSR
|
August 2017
|
685,490
|
|
—
|
|
519,756
|
|
|
ROCE
|
August 2017
|
378,809
|
|
—
|
|
287,222
|
|
|
TSR - Retention
|
August 2017
|
246,903
|
|
—
|
|
127,772
|
|
|
ROCE - Retention
|
August 2017
|
136,440
|
|
—
|
|
70,607
|
|
|
TSR
|
August 2018
|
663,738
|
|
—
|
|
465,368
|
|
|
ROCE
|
August 2018
|
357,797
|
|
—
|
|
250,862
|
|
|
TSR
|
September 2018
|
49,381
|
|
—
|
|
49,381
|
|
|
ROCE
|
September 2018
|
25,385
|
|
—
|
|
25,385
|
|
|
TSR
|
August 2019
|
496,497
|
|
—
|
|
416,821
|
|
|
ROCE
|
August 2019
|
268,491
|
|
—
|
|
225,322
|
|
|
TSR
|
February 2020
|
6,676
|
|
—
|
|
6,676
|
|
|
ROCE
|
February 2020
|
4,767
|
|
—
|
|
4,767
|
|
|
|
|
Total Outstanding
|
|
2,641,805
|
|
||
|
Scorecard LTI
|
|||
|
Grant Type
|
Grant Date
|
Granted and Outstanding as of 31 March 2020
|
|
|
Scorecard
|
August 2017
|
861,666
|
|
|
Scorecard - Retention
|
August 2017
|
211,825
|
|
|
Scorecard
|
August 2018
|
752,591
|
|
|
Scorecard
|
September 2018
|
76,155
|
|
|
Scorecard
|
January 2019
|
28,558
|
|
|
Scorecard
|
August 2019
|
647,410
|
|
|
Scorecard
|
February 2020
|
14,301
|
|
|
|
|
2,592,506
|
|
|
Restricted Stock Units
|
||||||
|
Grant Date
|
Granted
|
|
Vested as of
31 March 2020 |
|
Outstanding as of 31 March 2020
|
|
|
December 2016
|
297,388
|
|
222,939
|
|
—
|
|
|
December 2017
|
320,909
|
|
138,002
|
|
116,791
|
|
|
February 2018
|
3,926
|
|
1,640
|
|
1,315
|
|
|
December 2018
|
545,185
|
|
121,471
|
|
335,887
|
|
|
March 2019
|
72,608
|
|
17,986
|
|
48,505
|
|
|
June 2019
|
23,486
|
|
5,872
|
|
17,614
|
|
|
December 2019
|
520
|
|
—
|
|
520
|
|
|
|
Total Outstanding
|
|
520,632
|
|
||
|
•
|
Generally, in the United States, an audit committee of a public company is directly responsible for appointing the company’s independent registered public accounting firm, with such appointment being subsequently ratified by shareholders. Under Irish law, the independent registered public accounting firm is directly appointed by the shareholders where there is a new appointment. Otherwise, the appointment is deemed to continue unless the firm retires, is asked to retire or is unable to perform their duties; and
|
|
•
|
NYSE rules require each issuer to have an audit committee, a compensation committee (equivalent to a remuneration committee) and a nominating committee composed entirely of independent directors. As a foreign private issuer, the Company does not have to comply with this requirement; however, the Board committee charters reflect Australian and Irish practices, in that such Board committees have a majority of independent directors, unless a higher number or percentage is mandated.
|
|
•
|
appointing, removing and assessing the performance and remuneration of the CEO and CFO;
|
|
•
|
succession planning for the Board and the CEO and defining the Company’s management structure and responsibilities;
|
|
•
|
approving the overall strategy for the Company, including the business plan and annual operating and capital expenditure budgets;
|
|
•
|
ensuring that the Company has in place an appropriate risk management framework and that the risk appetite and tolerances are set at an appropriate level;
|
|
•
|
convening and monitoring the operation of shareholder meetings and approving matters to be submitted to shareholders for their consideration;
|
|
•
|
approving annual and periodic reports, results announcements and related media releases, and notices of shareholder meetings;
|
|
•
|
approving the dividend policy and interim dividends and, when appropriate, making recommendations to shareholders regarding the annual dividend;
|
|
•
|
reviewing the authority levels of the CEO and management;
|
|
•
|
approving the remuneration framework for the Company;
|
|
•
|
overseeing corporate governance matters for the Company;
|
|
•
|
approving corporate-level Company policies;
|
|
•
|
considering management’s recommendations on various matters which are above the authority levels delegated to the CEO or management;
|
|
•
|
oversight of sustainability-related topics and strategy; and
|
|
•
|
any other matter which the Board considers appropriate to be approved by the Board.
|
|
•
|
Audit Committee;
|
|
•
|
Remuneration Committee; and
|
|
•
|
Nominating and Governance Committee.
|
|
|
|
Board
|
|
Audit
|
|
Remuneration
|
|
Nominating &
Governance
|
||||||||||||||
|
Name
|
|
H
|
|
A
|
|
Member
|
|
H
|
|
A
|
|
Member
|
|
H
|
|
A
|
|
Member
|
|
H
|
|
A
|
|
M Hammes
|
|
4
|
|
4
|
|
|
|
|
|
|
|
•
|
|
4
|
|
4
|
|
•
|
|
4
|
|
4
|
|
B Anderson
|
|
4
|
|
4
|
|
C
|
|
4
|
|
4
|
|
•
|
|
4
|
|
3
|
|
|
|
|
|
|
|
R Chenu
|
|
4
|
|
4
|
|
|
|
|
|
|
|
•
|
|
4
|
|
4
|
|
•
|
|
4
|
|
4
|
|
D Harrison
|
|
4
|
|
4
|
|
•
|
|
4
|
|
4
|
|
|
|
|
|
|
|
C
|
|
4
|
|
4
|
|
A Gisle Joosen
|
|
4
|
|
4
|
|
•
|
|
4
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P Lisboa
|
|
4
|
|
4
|
|
|
|
|
|
|
|
C
|
|
4
|
|
4
|
|
|
|
|
|
|
|
A Littley
|
|
2
|
|
2
|
|
•
|
|
2
|
|
2
|
|
•
|
|
2
|
|
2
|
|
|
|
|
|
|
|
A Lloyd
|
|
4
|
|
4
|
|
•
|
|
2
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M Nozari
|
|
2
|
|
2
|
|
|
|
|
|
|
|
•
|
|
1
|
|
1
|
|
•
|
|
1
|
|
1
|
|
R Rodriguez
|
|
4
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
|
4
|
|
3
|
|
R van der Meer
|
|
2
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
|
2
|
|
2
|
|
A
|
Number of meetings attended during the time the director held office or was a member of the Board committee during the fiscal year. Non-committee members may also attend Board committee meetings from time to time; these attendances are not shown.
|
|
•
|
advising the Board and its committees on governance matters;
|
|
•
|
monitoring that Board and committee policy and procedures are followed;
|
|
•
|
coordinating the timely completion and dispatch of Board and committee papers;
|
|
•
|
ensuring that the business at Board and committee meetings is accurately captured in the minutes; and
|
|
•
|
helping to organize and facilitate the induction and professional development of directors.
|
|
•
|
material adverse information revealed by the checks the Company has performed about the director;
|
|
•
|
details of any interest, position, association or influence in a material respect; and
|
|
•
|
if the Board considers that the candidate if elected, will qualify as an independent director.
|
|
•
|
a requirement to disclose directors’ interests and any matters which may affect the director’s independence;
|
|
•
|
the requirement to comply with key corporate policies, including the Company’s Code of Conduct and its Insider Trading policy;
|
|
•
|
the Company’s policy on when directors may seek independent professional advice at the expense of the Company;
|
|
•
|
indemnity and insurance arrangements; and
|
|
•
|
ongoing confidentiality obligations.
|
|
Level
|
|
Percentage of female
employees
|
|
Percentage of employees with
diversity characteristics
|
|
James Hardie Board
1
|
|
33% (3 of 9)
|
|
67% (6 of 9)
|
|
US BUSINESS
2
|
||||
|
Senior leadership positions
3
|
|
15% (25 of 164)
|
|
29% (47 of 164)
|
|
All management positions
|
|
15% (65 of 429)
|
|
28% (120 of 429)
|
|
Total workforce
|
|
12% (342 of 2,760)
|
|
38% (1,054 of 2,760)
|
|
NON-US BUSINESSES
4
|
||||
|
Senior leadership positions
3
|
|
23% (12 of 52)
|
|
|
|
All management positions
|
|
16% (46 of 291)
|
|
|
|
Total workforce
|
|
16% (335 of 2,073)
|
|
|
|
1
|
Includes gender and race diversity characteristics for the Board. CEO is reported with US Business Senior leadership positions.
|
|
2
|
Includes US employees with diversity characteristics including gender and race.
|
|
3
|
Senior Leaders are defined as individuals at senior manager and director level and above who participate in the Company and Individual Performance (CIP) Plan.
|
|
4
|
Race/national origin diversity characteristics vary between countries and are therefore not captured in aggregate for Non-US businesses.
|
|
•
|
diversity characteristics in excess of 30%; and
|
|
•
|
women in excess of 20% among non-executive directors.
|
|
Objectives
|
FY20 Actions and Outcomes
|
FY21 Plans
|
|
To promote a culture of diversity and inclusion (which includes ethnicity, gender, skills, experience, and other elements that reflect a broad representation of individuals with various backgrounds).
|
•
Continued tradition of holding global events for Lunar / Chinese New Year, Diwali, Waitangi Day, and several other culturally significant holidays to celebrate the diverse backgrounds of our people.
•
International Women’s Day events and recognition occurred across all of the Asia-Pacific region during March 2020 as well as in other locations located in North America and Europe.
•
Results of Asia-Pacific culture survey were analyzed to identify differences across gender and diversity.
•
Established a Diversity and Inclusion Committee in New Zealand to develop specific initiatives across the region.
|
•
Global initiatives including development of a global diversity and inclusion strategy and program launch. Objectives are to align and refine our culture, define employee value proposition, grow and develop talent, and improve our hiring processes.
•
A global employee engagement survey will be launched and results reviewed with eye towards development of programs and initiatives to improve engagement and further develop a more diverse and inclusive global workforce.
•
Asia-Pacific region will be developing further initiatives and programs to create a more inclusive work environment including cultural intelligence and unconscious bias training, reviewing all workplaces to ensure they cater to diverse workforces (i.e. break, restroom, religious and nursing mother facilities) and expansion of diversity and inclusion committees to major sites.
|
|
To ensure that recruitment and selection processes are based on merit.
|
•
Globally created and leveraged recruitment videos highlighting a diverse workforce which are now being shared externally as a recruitment tool.
•
Continued showcasing diverse talent on LinkedIn to attract more diverse talent into the organization.
•
Results for North America’s Engineering Development Program (EDP) recruits, 6 out of 11 (55%) hires were either women or have diversity characteristics.
•
As of the end of FY20 total new hires in North America were 17% female, with 7 out of 35 (20%) open Leadership roles filled by women.
•
In APAC, included a requirement for our agency panel participants to have a diverse and balanced shortlist for all roles in their service contract.
•
Hired females to fill three critical leadership roles (Finance, Operations, HR) in Europe and one (R&D) in North America.
|
•
Recruitment of diverse candidates for management roles will continue to be a focus across all global locations. Specifically strengthen the focus on diversity in the recruiting process for sales in Europe.
•
We plan to continue the EDP initiative and maintain or enhance the diversity characteristics of the program participants we recruit and hire.
•
Partner with WORK180 in Australia and become an endorsed employer for women.
|
|
To provide talent management and development opportunities which provide equal opportunities for all current employees.
|
•
In North America, we ran two cohorts of employees through our Leadership Fundamentals program in FY20, which were intended to provide our new leaders with the skills to build and manage high-performing and diverse teams. 32% of our Leadership Fundamentals attendees in FY20 were women (12 of 38 attendees).
•
Launched the Women’s Initiative Network group in North America to build cross-functional networks among women in leadership roles. Meetings are held regularly with presenters from both inside and outside of the Company.
•
In Australia, members of the management team participated in a women’s mentoring program as mentors and mentees.
|
•
Roll out global talent and organizational review processes to identify strengths, gaps and future succession.
•
Introduce global goal setting and development planning to align individual objectives with global business strategy and to further develop a diverse workforce.
|
|
To reward and remunerate employees fairly across the globe.
|
•
Conducted the annual employee wage benchmarking study to ensure remuneration is aligned with the Company remuneration philosophy. The study again included all corporate and plant locations.
•
The Workplace Gender Equality Act (WGEA) report is submitted to the Australian government on an annual basis. The WGEA confirmed that JH Australia is compliant with the Workplace Gender Equality Act 2012 (Act). The analysis was extended across the Asia-Pacific region in FY20.
•
Healthcare programs introduced for disabled employees in Europe.
|
•
Review, evaluate and propose updated salary compensation structure to ensure alignment with market.
•
Conduct global benefits review to better understand our global population’s preferences and needs.
•
Will continue to conduct the WGEA gender pay review and analysis across the entire Asia-Pacific region to identify any gender pay gaps. Management will then establish an action plan to address identified opportunities to close the gaps.
|
|
Objectives
|
FY20 Actions and Outcomes
|
FY21 Plans
|
|
To provide flexible work practices across the globe.
|
•
Flexible working arrangements continued to be discussed with employees across global locations and individual arrangements are offered as job requirements permit.
•
In Asia-Pacific, developed and launched Hardie Families including reviewing and refreshing our leave and flexible work policies for parental leave, adoption, IVF treatment, domestic violence and elder care.
•
Provided flexible work arrangements as possible across sites throughout Europe.
|
•
Globally, Paid Time-Off (PTO), family and parental leave programs to be reviewed and evaluated, with updated program proposed to better align with market and current best practices in FY21.
|
|
Director
|
Board tenure
|
Independence
|
|
Michael Hammes
|
7 February 2007
|
Independent non-executive Chair
|
|
Jack Truong
|
31 January 2019
|
Chief Executive Officer, Executive director
|
|
Brian Anderson
|
14 December 2006
|
Independent non-executive director
|
|
David Harrison
|
19 May 2008
|
Independent non-executive director
|
|
Russell Chenu
|
15 August 2014
|
Independent non-executive director
|
|
Andrea Gisle Joosen
|
20 March 2015
|
Independent non-executive director
|
|
Persio Lisboa
|
2 February 2018
|
Independent non-executive director
|
|
Anne Lloyd
|
4 November 2018
|
Independent non-executive director
|
|
Rada Rodriguez
|
13 November 2018
|
Independent non-executive director
|
|
Moe Nozari
|
6 November 2019
|
Independent non-executive director
|
|
Skill and Experience
|
Definition
|
|
Executive leadership
|
•
Successful business history at a senior executive level.
|
|
Board experience
|
•
Experience as a non-executive director of a listed company.
|
|
Succession planning
|
•
Experience in identifying and growing talent to fill leadership and business-critical positions.
|
|
Strategy
|
•
Demonstrable ability to develop and implement successful business strategy
.
•
Experience in overseeing management for the delivery of strategic objectives
.
|
|
Governance
|
•
Awareness of global governance practices and trends
.
•
Experience in the identification and resolution of regulatory issues across a wide range of jurisdictions.
|
|
Financial acumen/ Corporate finance
|
•
Experience in financial accounting and reporting and evaluating financial risks and the adequacy of financial controls.
•
Understanding of key financial drivers of business and corporate finance.
|
|
Risk management
|
•
Experience in anticipating, evaluating and managing risks across various countries, regulatory systems or business environments.
|
|
Global experience
|
•
Experience in developing and implementing successful and sustainable operational/ governance structures in new geographies and jurisdictions.
•
Exposure to different political, cultural and regulatory business environments.
|
|
Health, safety and environmental
|
•
Experience in a role with responsibility for the health and safety of employees.
•
Experience implementing and improving health and safety processes/ management systems.
|
|
Human resources and executive remuneration
|
•
Experience leading large, diverse and geographically distributed teams, promoting inclusion and diversity.
•
Senior executive role or board experience of remuneration frameworks that aim to attract and retain high caliber of executives and other employees.
|
|
Manufacturing
|
•
Senior executive experience or technical experience in the manufacturing sector, including supply chain.
|
|
Market experience/ Customer Centricity/Innovation
|
•
Experience in next generation insight, digital and customer experience.
•
Experience in technical innovation and new product development.
|
|
Director
|
Committee tenure
|
Independence
|
|
David Harrison
–
Committee Chair
|
1 July 2018
|
Independent non-executive director
|
|
Michael Hammes
|
16 November 2009
|
Independent non-executive Chair
|
|
Russell Chenu
|
13 August 2015
|
Independent non-executive director
|
|
Rada Rodriguez
|
13 November 2018
|
Independent non-executive director
|
|
Moe Nozari
|
7 February 2020
|
Independent non-executive director
|
|
•
|
identifying and recommending to the Board individuals qualified to become directors;
|
|
•
|
overseeing the evaluation of the Board and senior management and formulating succession plans for the CEO, CFO and senior executives;
|
|
•
|
assessing the independence of each director;
|
|
•
|
reviewing the conduct of the AGM; and
|
|
•
|
performing a leadership role in shaping the Company’s culture and corporate governance policies.
|
|
•
|
provides leadership to the Board;
|
|
•
|
chairs Board and shareholder meetings;
|
|
•
|
facilitates Board discussions;
|
|
•
|
monitors, evaluates and assesses the performance of the Board and Board committees; and
|
|
•
|
is a member of and attends meetings of the Remuneration and Nominating and Governance committees.
|
|
Director
|
Committee tenure
|
Independence
|
|
Brian Anderson
–
Committee Chair
|
14 December 2006;
Chair since 20 February 2007
|
Independent non-executive director
|
|
Andrea Gisle Joosen
|
20 March 2015
|
Independent non-executive director
|
|
David Harrison
|
18 August 2008
|
Independent non-executive director
|
|
•
|
overseeing the Company’s financial reporting process and reports on the results of its activities to the Board;
|
|
•
|
reviewing with management and the external auditor the Company’s annual and quarterly financial statements and reports to shareholders; discussing earnings releases as well as information and earnings guidance provided to analysts;
|
|
•
|
reviewing and assessing the Company’s risk management strategy, policies and procedures and the adequacy of the Company’s policies, processes and frameworks for managing risk;
|
|
•
|
exercising general oversight of the appointment and provision of all external audit services to the Company, the remuneration paid to the external auditor, and the performance of the Company’s internal audit function;
|
|
•
|
reviewing the adequacy and effectiveness of the Company’s internal compliance and control procedures;
|
|
•
|
reviewing the Company’s compliance with legal and regulatory requirements; and
|
|
•
|
establishing procedures for complaints regarding accounting, internal accounting controls and auditing matters, including any complaints from whistle-blowers.
|
|
•
|
the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Annual Report; and
|
|
•
|
this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report.
|
|
•
|
understand the Company’s strategy and assess the quality of its management;
|
|
•
|
examine the Company’s financial position and the strength of its growth prospects; and
|
|
•
|
receive any news or information that might reasonably be expected to materially affect the price or market for the Company securities.
|
|
•
|
making management briefings and presentations accessible via a live webcast and/or teleconference following the release of quarterly and annual results;
|
|
•
|
audio webcasts of other management briefings and the annual shareholder meeting;
|
|
•
|
a comprehensive investor relations website that displays all announcements and notices (promptly after they have been cleared by the ASX), major management and investor road show presentations;
|
|
•
|
site visits and briefings on strategy for investment analysts;
|
|
•
|
regular engagement with institutional shareholders to discuss a wide range of governance issues;
|
|
•
|
an email alert service to advise shareholders and other interested parties of announcements and other events; and
|
|
•
|
equality of access for shareholders and investment analysts to briefings, presentations and meetings and equality of media access to the Company, on a reasonable basis.
|
|
•
|
attend the AGM either in person or by proxy;
|
|
•
|
speak at the AGM; and
|
|
•
|
exercise voting rights, including at the AGM, subject to their instructions on the Voting Instruction Form.
|
|
•
|
the Company’s principal strategic, operational and financial risks are identified and assessed;
|
|
•
|
the Company’s risk appetite for each risk is considered;
|
|
•
|
effective systems are in place to monitor and manage risks; and
|
|
•
|
reporting systems, internal controls and arrangements for monitoring compliance with laws and regulations are adequate.
|
|
•
|
engagement with members of the Risk Management Committee, at least quarterly, to assess the key strategic, operations, reporting and compliance risks facing the Company, the level of risk and the processes implemented to manage each of these key risks over the upcoming twelve months;
|
|
•
|
quarterly reporting to executive management, the Audit Committee, and annual reporting to the Board, of the Risk Management Committee’s assessment regarding the key strategic, operations, reporting and compliance risks facing the Company;
|
|
•
|
a program for the Audit Committee to review in detail each year the Company’s general risk tolerance and all items identified by the Risk Management Committee as high focus risks;
|
|
•
|
quarterly meetings of the Financial Statements Disclosure Committee to review all quarterly and annual financial statements and results;
|
|
•
|
an internal audit department with a direct reporting line to the Chair of the Audit Committee;
|
|
•
|
regular monitoring of the liquidity and status of the Company’s finance facilities;
|
|
•
|
maintaining an appropriate global insurance program;
|
|
•
|
maintaining policies and procedures in relation to treasury operations, including the use of financial derivatives and issuing procedures requiring significant capital and recurring expenditure approvals; and
|
|
•
|
implementing and maintaining training programs in relation to legal and regulatory compliance issues such as trade practices/antitrust, insider trading, foreign corrupt practices and anti-bribery, employment law matters, trade secrecy and intellectual property protection.
|
|
Director
|
Committee tenure
|
Independence
|
|
Persio Lisboa
–
Committee Chair
|
9 August 2018;
Chair since 24 August 2018
|
Independent non-executive director
|
|
Brian Anderson
|
8 February 2009
|
Independent non-executive director
|
|
Michael Hammes
|
16 November 2009
|
Independent non-executive Chair
|
|
Russell Chenu
|
15 August 2014
|
Independent non-executive director
|
|
Moe Nozari
|
7 February 2020
|
Independent non-executive director
|
|
•
|
administers and makes recommendations on the Company’s incentive compensation and equity-based remuneration plans for senior management;
|
|
•
|
reviews the remuneration of directors;
|
|
•
|
reviews the remuneration framework for the Company; and
|
|
•
|
makes recommendations to the Board on the Company’s recruitment, retention and termination policies and procedures for senior management.
|
|
•
|
statements about the Company’s future performance;
|
|
•
|
projections of the Company’s results of operations or financial condition;
|
|
•
|
statements regarding the Company’s plans, objectives or goals, including those relating to strategies, initiatives, competition, acquisitions, dispositions and/or its products;
|
|
•
|
expectations concerning the costs associated with the suspension or closure of operations at any of the Company’s plants and future plans with respect to any such plants;
|
|
•
|
expectations concerning the costs associated with the significant capital expenditure projects at any of the Company’s plants and future plans with respect to any such projects;
|
|
•
|
expectations regarding the extension or renewal of the Company’s credit facilities including changes to terms, covenants or ratios;
|
|
•
|
expectations concerning dividend payments and share buy-backs;
|
|
•
|
statements concerning the Company’s corporate and tax domiciles and structures and potential changes to them, including potential tax charges;
|
|
•
|
uncertainty from the expected discontinuance of LIBOR and transition to any other interest rate benchmark;
|
|
•
|
statements regarding the effect and consequences of the novel coronavirus ("COVID-19") public health crisis;
|
|
•
|
statements regarding tax liabilities and related audits, reviews and proceedings;
|
|
•
|
statements regarding the possible consequences and/or potential outcome of legal proceedings brought against us and the potential liabilities, if any, associated with such proceedings;
|
|
•
|
expectations about the timing and amount of contributions to AICF, a special purpose fund for the compensation of proven Australian asbestos-related personal injury and death claims;
|
|
•
|
expectations concerning the adequacy of the Company’s warranty provisions and estimates for future warranty-related costs;
|
|
•
|
statements regarding the Company’s ability to manage legal and regulatory matters (including, but not limited to, product liability, environmental, intellectual property and competition law matters) and to resolve any such pending legal and regulatory matters within current estimates and in anticipation of certain third-party recoveries; and
|
|
•
|
statements about economic or housing market conditions in the regions in which we operate, including but not limited to, the levels of new home construction and home renovations, unemployment levels, changes in consumer income, changes or stability in housing values, the availability of mortgages and other financing, mortgage and other interest rates, housing affordability and supply, the levels of foreclosures and home resales, currency exchange rates, and builder and consumer confidence.
|
|
US$ Millions
|
FY20
|
FY19
|
|
Change %
|
|||||||
|
Net sales
|
|
$
|
2,606.8
|
|
|
$
|
2,506.6
|
|
|
4
|
|
|
Cost of goods sold
|
|
(1,673.1
|
)
|
|
(1,675.6
|
)
|
|
—
|
|
||
|
Gross profit
|
|
933.7
|
|
|
831.0
|
|
|
12
|
|
||
|
|
|
|
|
|
|
|
|||||
|
Selling, general and administrative expenses
|
|
(415.8
|
)
|
|
(403.6
|
)
|
|
(3
|
)
|
||
|
Research and development expenses
|
|
(32.8
|
)
|
|
(37.9
|
)
|
|
13
|
|
||
|
Asset impairments
|
|
(84.4
|
)
|
|
(15.9
|
)
|
|
|
|
||
|
Asbestos adjustments
|
|
(58.2
|
)
|
|
(22.0
|
)
|
|
|
|
||
|
Operating income
|
|
342.5
|
|
|
351.6
|
|
|
(3
|
)
|
||
|
|
|
|
|
|
|
|
|||||
|
Net interest expense
|
|
(54.4
|
)
|
|
(50.1
|
)
|
|
(9
|
)
|
||
|
Loss on early debt extinguishment
|
|
—
|
|
|
(1.0
|
)
|
|
|
|
||
|
Other (expense) income
|
|
(0.1
|
)
|
|
0.1
|
|
|
|
|
||
|
Income before income taxes
|
|
288.0
|
|
|
300.6
|
|
|
(4
|
)
|
||
|
Income tax expense
|
|
(46.5
|
)
|
|
(71.8
|
)
|
|
35
|
|
||
|
Net income
|
|
$
|
241.5
|
|
|
$
|
228.8
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|||||
|
US$ Millions unless otherwise noted
|
FY20
|
FY19
|
Change
|
||||||
|
Volume (mmsf)
|
|
2,481.6
|
|
|
2,308.1
|
|
|
8
|
%
|
|
Average net sales price per unit (per msf)
|
|
US$725
|
|
US$718
|
|
1
|
%
|
||
|
|
|
|
|
|
|
|
|||
|
Fiber cement net sales
|
|
1,816.4
|
|
|
1,676.9
|
|
|
8
|
%
|
|
Gross profit
|
|
|
|
|
|
17
|
%
|
||
|
Gross margin (%)
|
|
|
|
|
|
2.8 pts
|
|||
|
Operating income
|
|
429.3
|
|
|
382.5
|
|
|
12
|
%
|
|
Operating income margin (%)
|
|
23.6
|
|
|
22.8
|
|
|
0.8 pts
|
|
|
Asset impairment charges and product line discontinuation expenses
|
|
41.2
|
|
|
5.4
|
|
|
|
|
|
Operating income excluding
1
|
|
470.5
|
|
|
387.9
|
|
|
21
|
%
|
|
Operating income margin (%) excluding
1
|
|
25.9
|
|
|
23.1
|
|
|
2.8 pts
|
|
|
|
|
|
|
|
|
|
|||
|
1
|
Excludes asset impairment charges and product line discontinuation expenses.
|
|
Higher average net sales price
|
0.5
|
pts
|
|
Lower start up costs
|
0.6
|
pts
|
|
Lower production costs
|
1.7
|
pts
|
|
Total percentage point change in gross margin
|
2.8
|
pts
|
|
US$ Millions unless otherwise noted
|
FY20
|
FY19
|
Change
|
||||||
|
Volume (mmsf)
|
|
532.6
|
|
|
546.1
|
|
|
(2
|
%)
|
|
Average net sales price per unit (per msf)
|
|
US$700
|
|
US$724
|
|
(3
|
%)
|
||
|
|
|
|
|
|
|
|
|||
|
Fiber cement net sales
|
|
418.4
|
|
|
446.8
|
|
|
(6
|
%)
|
|
Gross profit
|
|
|
|
|
|
(5
|
%)
|
||
|
Gross margin (%)
|
|
|
|
|
|
0.3 pts
|
|||
|
Operating income
|
|
58.5
|
|
|
99.8
|
|
|
(41
|
%)
|
|
Operating income margin (%)
|
|
14.0
|
|
|
22.3
|
|
|
(8.3 pts)
|
|
|
Asset impairment charges
|
|
36.3
|
|
|
—
|
|
|
|
|
|
Operating income excluding
1
|
|
94.8
|
|
|
99.8
|
|
|
(5
|
%)
|
|
Operating income margin (%) excluding
1
|
|
22.7
|
|
|
22.3
|
|
|
0.4 pts
|
|
|
1
|
Excludes asset impairment charges.
|
|
A$ Millions unless otherwise noted
|
FY20
|
FY19
|
Change
|
||||||
|
Volume (mmsf)
|
|
532.6
|
|
|
546.1
|
|
|
(2
|
%)
|
|
Average net sales price per unit (per msf)
|
|
A$1,027
|
|
A$992
|
|
4
|
%
|
||
|
|
|
|
|
|
|
|
|||
|
Fiber cement net sales
|
|
614.1
|
|
|
612.2
|
|
|
—
|
%
|
|
Gross profit
|
|
|
|
|
|
1
|
%
|
||
|
Gross margin (%)
|
|
|
|
|
|
0.3
|
pts
|
||
|
Operating income
|
|
80.8
|
|
|
136.5
|
|
|
(41
|
%)
|
|
Operating income margin (%)
|
|
14.0
|
|
|
22.3
|
|
|
(8.3 pts)
|
|
|
Asset impairment charges
|
|
58.3
|
|
|
—
|
|
|
|
|
|
Operating income excluding
1
|
|
139.1
|
|
|
136.5
|
|
|
2
|
%
|
|
Operating income margin (%) excluding
1
|
|
22.7
|
|
|
22.3
|
|
|
0.4
|
pts
|
|
1
|
Excludes asset impairment charges.
|
|
Higher average net sales price
|
2.0
|
pts
|
|
Higher production costs
|
(1.7
|
pts)
|
|
Total percentage point change in gross margin
|
0.3
|
pts
|
|
US$ Millions unless otherwise noted
|
FY20
|
FY19
|
Change
|
||||||
|
Volume (mmsf)
|
|
827.5
|
|
|
815.8
|
|
|
1
|
%
|
|
Average net sales price per unit (per msf)
|
|
US$345
|
|
US$354
|
|
(3
|
%)
|
||
|
|
|
|
|
|
|
|
|||
|
Fiber cement net sales
|
|
48.0
|
|
|
35.8
|
|
|
34
|
%
|
|
Fiber gypsum net sales
1
|
|
323.4
|
|
|
332.5
|
|
|
(3
|
%)
|
|
Net sales
|
|
371.4
|
|
|
368.3
|
|
|
1
|
%
|
|
Gross profit
|
|
|
|
|
|
(1
|
%)
|
||
|
Gross margin
(%)
|
|
|
|
|
|
(0.5 pts)
|
|
||
|
Operating income
|
|
11.2
|
|
|
10.0
|
|
|
12
|
%
|
|
Operating income margin (%)
|
|
3.0
|
|
|
2.7
|
|
|
0.3 pts
|
|
|
Asset impairment charges
|
|
5.5
|
|
|
—
|
|
|
|
|
|
Costs associated with the Fermacell acquisition
|
|
13.7
|
|
|
29.1
|
|
|
(53
|
%)
|
|
Operating income excluding
2
|
|
30.4
|
|
|
39.1
|
|
|
(22
|
%)
|
|
Operating income margin (%) excluding
2
|
|
8.2
|
|
|
10.6
|
|
|
(2.4 pts)
|
|
|
1
|
Also includes cement bonded board net sales.
|
|
2
|
Excludes asset impairment charges and costs associated with the Fermacell acquisition.
|
|
€ Millions unless otherwise noted
|
FY20
|
FY19
|
Change
|
||||||
|
Volume (mmsf)
|
|
827.5
|
|
|
815.8
|
|
|
1
|
%
|
|
Average net sales price per unit (per msf)
|
|
€311
|
|
€306
|
|
2
|
%
|
||
|
|
|
|
|
|
|
|
|||
|
Fiber cement net sales
|
|
43.3
|
|
|
32.8
|
|
|
32
|
%
|
|
Fiber gypsum net sales
1
|
|
290.9
|
|
|
285.2
|
|
|
2
|
%
|
|
Net sales
|
|
334.2
|
|
|
318.0
|
|
|
5
|
%
|
|
Gross profit
|
|
|
|
|
|
3
|
%
|
||
|
Gross margin (%)
|
|
|
|
|
|
(0.5 pts)
|
|
||
|
Operating income
|
|
10.0
|
|
|
9.1
|
|
|
10
|
%
|
|
Operating income margin (%)
|
|
3.0
|
|
|
2.7
|
|
|
0.3
|
pts
|
|
Asset impairment charges
|
|
4.9
|
|
|
—
|
|
|
|
|
|
Costs associated with the Fermacell acquisition
|
|
12.3
|
|
|
24.6
|
|
|
(50
|
%)
|
|
Operating income excluding
2
|
|
27.2
|
|
|
33.7
|
|
|
(19
|
%)
|
|
Operating income margin (%) excluding
2
|
|
8.2
|
|
|
10.6
|
|
|
(2.4 pts)
|
|
|
1
|
Also includes cement bonded board net sales.
|
|
2
|
Excludes asset impairment charges and costs associated with the Fermacell acquisition.
|
|
US$ Millions
|
FY20
|
FY19
|
Change %
|
||||||
|
Net sales
|
|
0.6
|
|
|
14.6
|
|
|
(96
|
)
|
|
Operating loss
|
|
—
|
|
|
(30.9
|
)
|
|
|
|
|
US$ Millions
|
FY20
|
FY19
|
|
Change %
|
|||||||
|
Segment R&D expenses
|
|
$
|
(24.0
|
)
|
|
$
|
(26.7
|
)
|
|
10
|
|
|
Segment R&D SG&A expenses
|
|
(3.0
|
)
|
|
(2.3
|
)
|
|
(30
|
)
|
||
|
Total R&D operating loss
|
|
$
|
(27.0
|
)
|
|
$
|
(29.0
|
)
|
|
7
|
|
|
|
|
|
|
|
|
|
|||||
|
US$ Millions
|
FY20
|
FY19
|
Change %
|
||||||||
|
General Corporate SG&A expenses
|
|
$
|
(68.2
|
)
|
|
$
|
(57.3
|
)
|
|
(19
|
)
|
|
Asbestos:
|
|
|
|
|
|
|
|||||
|
Asbestos adjustments
|
|
(58.2
|
)
|
|
(22.0
|
)
|
|
|
|
||
|
AICF SG&A expenses
1
|
|
(1.7
|
)
|
|
(1.5
|
)
|
|
(13
|
)
|
||
|
Asset impairment charges
|
|
(1.4
|
)
|
|
—
|
|
|
|
|||
|
General Corporate operating loss
|
|
$
|
(129.5
|
)
|
|
$
|
(80.8
|
)
|
|
(60
|
)
|
|
|
|
|
|
|
|
|
|||||
|
1
|
Relates to non-claims related operating costs incurred by AICF, which we consolidate into our financial results due to our pecuniary and contractual interests in AICF.
|
|
FY20
|
FY19
|
||||||
|
31 March 2019
|
|
0.7096
|
|
31 March 2018
|
|
0.7681
|
|
|
31 March 2020
|
|
0.6177
|
|
31 March 2019
|
|
0.7096
|
|
|
Change ($)
|
|
(0.0919
|
)
|
Change ($)
|
|
(0.0585
|
)
|
|
Change (%)
|
|
(13
|
)
|
Change (%)
|
|
(8
|
)
|
|
US$ Millions
|
FY20
|
FY19
|
||||||
|
Increase in actuarial estimate
|
|
$
|
(128.0
|
)
|
|
$
|
(72.7
|
)
|
|
Effect of foreign exchange rate movements
|
|
69.0
|
|
|
49.5
|
|
||
|
Gain (loss) on foreign currency forward contracts
|
|
0.8
|
|
|
(0.8
|
)
|
||
|
Adjustments in insurance receivable
|
|
—
|
|
|
2.0
|
|
||
|
Asbestos adjustments
|
|
$
|
(58.2
|
)
|
|
$
|
(22.0
|
)
|
|
|
FY20
|
FY19
|
Change %
|
||||||
|
Claims received
|
|
657
|
|
|
568
|
|
|
(16
|
)
|
|
Actuarial estimate for the period
|
|
564
|
|
|
576
|
|
|
2
|
|
|
Difference in claims received to actuarial estimate
|
|
(93
|
)
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Average claim settlement
1
(A$)
|
|
277,000
|
|
|
262,000
|
|
|
(6
|
)
|
|
Actuarial estimate for the period
2
|
|
306,000
|
|
|
290,000
|
|
|
(6
|
)
|
|
Difference in claims paid to actuarial estimate
|
|
29,000
|
|
|
28,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
1
|
Average claim settlement is derived as the total amount paid divided by the number of non-nil claim settlements.
|
|
2
|
This actuarial estimate is a function of the assumed experience by disease type and the relative mix of settlements assumed by disease type. Any variances in the assumed mix of settlements by disease type will have an impact on the average claim settlement experience.
|
|
•
|
Net cash outflow was 5% below actuarial expectations;
|
|
•
|
Gross cash outflow was 1% above actuarial expectations;
|
|
•
|
Claims received were
16
% above actuarial estimates and fiscal year 2019;
|
|
•
|
Mesothelioma claims reported were 16% higher than actuarial expectations and fiscal year 2019;
|
|
•
|
The number of claims settled were 8% above actuarial expectations and 5% above fiscal year 2019;
|
|
•
|
The average claim settlement was 9% below actuarial expectations and 6% above fiscal year 2019; and
|
|
•
|
Average claim settlement sizes were lower than actuarial expectations for all mesothelioma age groups and for most other disease types.
|
|
•
|
The immediate suspension of dividends until further notice, as approved by the Board of Directors.
|
|
•
|
Adjusted FY21 Capital Expenditures to be in a range of US$80 – US$95 million, compared to a historic three-year, annual average of approximately US$240 million.
|
|
•
|
Will make our annual contributions to AICF in quarterly installments, versus one lump sum payment in July 2020, as allowed under the provisions of the AFFA.
|
|
|
|
US Cents/
Security
|
|
Total US$
(millions)
|
|
Announcement
Date
|
|
Record Date
|
|
Payment Date
|
|
FY 2020 first half dividend
1
|
|
0.10
|
|
44.7
|
|
7 November 2019
|
|
18 November 2019
|
|
20 December 2019
|
|
FY 2019 second half dividend
|
|
0.26
|
|
113.9
|
|
21 May 2019
|
|
6 June 2019
|
|
2 August 2019
|
|
FY 2019 first half dividend
|
|
0.10
|
|
43.6
|
|
8 November 2018
|
|
12 December 2018
|
|
22 February 2019
|
|
FY 2018 second half dividend
|
|
0.30
|
|
128.5
|
|
22 May 2018
|
|
7 June 2018
|
|
3 August 2018
|
|
FY 2018 first half dividend
|
|
0.10
|
|
46.2
|
|
9 November 2017
|
|
13 December 2017
|
|
23 February 2018
|
|
FY 2017 second half dividend
|
|
0.28
|
|
131.3
|
|
18 May 2017
|
|
8 June 2017
|
|
4 August 2017
|
|
1
|
Includes US$2.8 million of withholding taxes paid on 10 January 2020.
|
|
|
Payments Due During Fiscal Year Ending 31 March
|
|||||||||||||||||||
|
US$ Millions
|
|
Total
|
|
less than 1
year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
more than 5
years
|
||||||||||
|
Asbestos Liability
1
|
|
$
|
986.4
|
|
|
153.3
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||
|
Long-Term Debt Obligations
2
|
|
1,370.7
|
|
|
—
|
|
|
130.0
|
|
|
400.0
|
|
|
840.7
|
|
|||||
|
Estimated interest payments on Long-Term Debt
3
|
|
322.4
|
|
|
60.3
|
|
|
119.3
|
|
|
106.8
|
|
|
36.0
|
|
|||||
|
Finance Lease Obligations
4
|
|
2.2
|
|
|
0.6
|
|
|
1.0
|
|
|
0.5
|
|
|
0.1
|
|
|||||
|
Operating Lease Obligations
4
|
|
58.9
|
|
|
16.7
|
|
|
22.3
|
|
|
11.1
|
|
|
8.8
|
|
|||||
|
Purchase Commitments
5
|
|
9.9
|
|
|
0.9
|
|
|
0.8
|
|
|
0.8
|
|
|
7.4
|
|
|||||
|
Capital Commitments
6
|
|
10.4
|
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Total
|
|
$
|
2,760.9
|
|
|
$
|
242.2
|
|
|
$
|
273.4
|
|
|
$
|
519.2
|
|
|
$
|
893.0
|
|
|
1
|
The amount of the total asbestos liability reflects the terms of the AFFA, which has been calculated by reference to (but is not exclusively based upon) the most recent actuarial estimate of the projected future asbestos-related cash flows prepared by KPMGA. We anticipate that we will make contributions totaling approximately US$
153.3
million to AICF in fiscal year 2021, which represents 35% of our free cash flow as defined by the AFFA. The table above does not include a breakdown of payments subsequent to fiscal year ending 31 March 2021 as such amounts are not reasonably estimable. See
Note 13
to our consolidated financial statements for further information regarding our future obligations under the AFFA.
|
|
2
|
The amount disclosed on our consolidated balance sheet at 31 March 2020 reflects the gross balance of outstanding debt held by the Company, as noted in the table above, net of debt issuance costs.
|
|
3
|
Interest amounts are estimates based on debt remaining unchanged from the 31 March 2020 balance and interest rates remaining consistent with the rates at 31 March 2020. Interest paid includes interest in relation to our bank debt facilities and bonds, as well as the net amount paid relating to interest rate swap agreements. Also included in estimated interest payments are commitment fees related to the undrawn amounts of our bank debt facilities. There are several variables that can affect the amount of interest we may pay in future years. We have not included estimated interest payments subsequent to fiscal year ending 31 March 2026 as such amounts are not reasonably estimable. See
Note 11
to our consolidated financial statements for further information regarding our long-term debt obligations.
|
|
4
|
Amounts include imputed interest. See
Note 9
to our consolidated financial statements for further information regarding leases.
|
|
5
|
Purchase Obligations are defined as agreements to purchase goods or services that are enforceable and legally-binding on us and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transactions.
|
|
6
|
Represents total outstanding purchase obligations related to capital expenditures under purchase orders as of 31 March 2020 in connection with our capacity projects.
|
|
|
|
|
|
Page
|
|
|
|
Asbestos Liability Valuation
|
|
Description of the Matter
|
|
At 31 March 2020, the aggregate asbestos liability was US$986.4 million. As disclosed in Note 13 to the consolidated financial statements, the liability relates to an agreement to provide long-term funding to the Asbestos Injuries Compensation Fund (“AICF”), a special purpose fund established to provide compensation of proven Australian-related personal injuries.
Auditing management’s estimate of the asbestos liability is challenging because the estimation process is based on actuarial estimates of projected future cash flows which are inherently uncertain. The projected cash flows are complex and use subjective assumptions including the projected number of claims, estimated cost of settlement per claim, inflation rates, legal costs, and timing of receipt of claims and settlements.
|
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's internal controls over the identification of claims, review of calculations performed by the Company’s third-party actuary and management’s review of the use of historical claim data and actuarial assumptions mentioned above to project the future liability.
To evaluate the estimate of the asbestos liability, our audit procedures included, among others, testing the underlying claims data used in the calculation to internal and external data on a sample basis. We involved our actuarial specialists to assist in evaluating the methodologies and key assumptions mentioned above to independently develop a range for the asbestos liability and compare that range to management’s recorded liability. We also assessed the adequacy of the related disclosures in the Company’s consolidated financial statements.
|
|
|
|
|
|
|
|
Impairment of Long-lived Assets
|
|
Description of the Matter
|
|
For the year ended 31 March 2020, the Company recorded an US$84.4 million impairment expense primarily related to property, plant and equipment, operating lease right-of-use assets and asset retirement obligations as disclosed in Notes 8, 9 and 19. As disclosed in Note 2 to the consolidated financial statements, the Company evaluates events or changes in circumstances that indicate that an asset might be impaired. When such indicators are identified, the recoverability test is performed by grouping long-lived assets that represent the lowest level of identifiable cash flows and the undiscounted future cash flows are compared to the carrying amount of the asset group.
|
|
|
|
|
|
|
|
Auditing the Company's impairment assessments involved a high degree of subjectivity as estimates underlying the determination of fair value were based on assumptions about future market and economic conditions, long-term demand for the Company’s products and the discount rate.
|
|
|
|
|
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the long-lived asset impairment processes, including identification of indicators of impairment, and controls over management’s review of the significant assumptions underlying the fair value determination.
|
|
|
|
|
|
|
|
To test the long-lived asset impairment assessments, our audit procedures included, among others, evaluating the methodologies used, and significant assumptions discussed above as well as the underlying data used by the Company in determining fair value. With the assistance of our valuation specialists, we tested the Company’s determination of fair value of certain land, building, equipment including salvage values and asset retirement obligations by evaluating comparable market data and independently developing a range of fair values. We also assessed the adequacy of the related disclosures in the Company’s consolidated financial statements.
|
|
(Millions of US dollars)
|
31 March
2020
|
|
31 March
2019
|
||||
|
Assets
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
|
|
|
$
|
|
|
|
Restricted cash and cash equivalents
|
|
|
|
|
|
||
|
Restricted cash and cash equivalents - Asbestos
|
|
|
|
|
|
||
|
Restricted short-term investments - Asbestos
|
|
|
|
|
|
||
|
Accounts and other receivables, net
|
|
|
|
|
|
||
|
Inventories
|
|
|
|
|
|
||
|
Prepaid expenses and other current assets
|
|
|
|
|
|
||
|
Insurance receivable - Asbestos
|
|
|
|
|
|
||
|
Workers’ compensation - Asbestos
|
|
|
|
|
|
||
|
Total current assets
|
|
|
|
|
|
||
|
Property, plant and equipment, net
|
|
|
|
|
|
||
|
Operating lease right-of-use-assets
|
|
|
|
|
|
||
|
Finance lease right-of-use-assets
|
|
|
|
|
|
||
|
Goodwill
|
|
|
|
|
|
||
|
Intangible assets, net
|
|
|
|
|
|
||
|
Insurance receivable - Asbestos
|
|
|
|
|
|
||
|
Workers’ compensation - Asbestos
|
|
|
|
|
|
||
|
Deferred income taxes
|
|
|
|
|
|
||
|
Deferred income taxes - Asbestos
|
|
|
|
|
|
||
|
Other assets
|
|
|
|
|
|
||
|
Total assets
|
$
|
|
|
|
$
|
|
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Accounts payable and accrued liabilities
|
$
|
|
|
|
$
|
|
|
|
Accrued payroll and employee benefits
|
|
|
|
|
|
||
|
Operating lease liabilities
|
|
|
|
|
|
||
|
Finance lease liabilities
|
|
|
|
|
|
||
|
Accrued product warranties
|
|
|
|
|
|
||
|
Income taxes payable
|
|
|
|
|
|
||
|
Asbestos liability
|
|
|
|
|
|
||
|
Workers’ compensation - Asbestos
|
|
|
|
|
|
||
|
Other liabilities
|
|
|
|
|
|
||
|
Total current liabilities
|
|
|
|
|
|
||
|
Long-term debt
|
|
|
|
|
|
||
|
Deferred income taxes
|
|
|
|
|
|
||
|
Operating lease liabilities
|
|
|
|
|
|
||
|
Finance lease liabilities
|
|
|
|
|
|
||
|
Accrued product warranties
|
|
|
|
|
|
||
|
Income taxes payable
|
|
|
|
|
|
||
|
Asbestos liability
|
|
|
|
|
|
||
|
Workers’ compensation - Asbestos
|
|
|
|
|
|
||
|
Other liabilities
|
|
|
|
|
|
||
|
Total liabilities
|
|
|
|
|
|
||
|
Commitments and contingencies (Note 15)
|
|
|
|
||||
|
Shareholders’ equity:
|
|
|
|
||||
|
Common stock, Euro 0.59 par value, 2.0 billion shares authorized; 443,144,740 shares issued and outstanding at 31 March 2020 and 442,269,905 shares issued and outstanding at 31 March 2019
|
|
|
|
|
|
||
|
Additional paid-in capital
|
|
|
|
|
|
||
|
Retained earnings
|
|
|
|
|
|
||
|
Accumulated other comprehensive loss
|
(
|
)
|
|
(
|
)
|
||
|
Total shareholders’ equity
|
|
|
|
|
|
||
|
Total liabilities and shareholders’ equity
|
$
|
|
|
|
$
|
|
|
|
|
|
|
James Hardie Industries plc
- Consolidated Statements of Operations and Comprehensive Income
|
97
|
|
|
|
|
|
Years Ended 31 March
|
||||||||||
|
(Millions of US dollars, except per share data)
|
2020
|
|
2019
|
|
2018
|
||||||
|
Net sales
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Cost of goods sold
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Gross profit
|
|
|
|
|
|
|
|
|
|||
|
Selling, general and administrative expenses
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Research and development expenses
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Asset impairments
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
Asbestos adjustments
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Operating income
|
|
|
|
|
|
|
|
|
|||
|
Interest expense, net
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Interest income
|
|
|
|
|
|
|
|
|
|||
|
Loss on early debt extinguishment
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
Other (expense) income
|
(
|
)
|
|
|
|
|
|
|
|||
|
Income before income taxes
|
|
|
|
|
|
|
|
|
|||
|
Income tax expense
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Net income
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Income per share:
|
|
|
|
|
|
||||||
|
Basic
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Diluted
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Weighted average common shares outstanding (Millions):
|
|
|
|
|
|
||||||
|
Basic
|
|
|
|
|
|
|
|
|
|||
|
Diluted
|
|
|
|
|
|
|
|
|
|||
|
Comprehensive income, net of tax:
|
|
|
|
|
|
||||||
|
Net income
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Cash flow hedges
|
—
|
|
|
(
|
)
|
|
|
|
|||
|
Pension adjustments
|
|
|
|
—
|
|
|
—
|
|
|||
|
Currency translation adjustments
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
Comprehensive income
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Years Ended 31 March
|
||||||||||
|
(Millions of US dollars)
|
2020
|
|
2019
|
|
2018
|
||||||
|
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
|
Net income
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|||
|
Lease expense
|
|
|
|
—
|
|
|
—
|
|
|||
|
Deferred income taxes
|
|
|
|
|
|
|
(
|
)
|
|||
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|||
|
Asbestos adjustments
|
|
|
|
|
|
|
|
|
|||
|
Excess tax benefits from share-based awards
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
Asset impairments
|
|
|
|
|
|
|
|
|
|||
|
Loss on early debt extinguishment
|
|
|
|
|
|
|
|
|
|||
|
Other, net
|
|
|
|
|
|
|
|
|
|||
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
|
Accounts and other receivables
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Inventories
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
Lease assets and liabilities, net
|
(
|
)
|
|
—
|
|
|
—
|
|
|||
|
Prepaid expenses and other assets
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Insurance receivable - Asbestos
|
|
|
|
|
|
|
|
|
|||
|
Accounts payable and accrued liabilities
|
|
|
|
|
|
|
|
|
|||
|
Claims and handling costs paid - Asbestos
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Income taxes payable
|
(
|
)
|
|
|
|
|
|
|
|||
|
Other accrued liabilities
|
|
|
|
|
|
|
|
|
|||
|
Net cash provided by operating activities
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||
|
Purchases of property, plant and equipment
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Proceeds from sale of property, plant and equipment
|
|
|
|
|
|
|
|
|
|||
|
Capitalized interest
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Acquisition of business, net of cash acquired
|
|
|
|
(
|
)
|
|
|
|
|||
|
Purchase of restricted short-term investments - Asbestos
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Proceeds from restricted short-term investments - Asbestos
|
|
|
|
|
|
|
|
|
|||
|
Net cash used in investing activities
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Cash Flows From Financing Activities
|
|
|
|
|
|
||||||
|
Proceeds from credit facilities
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Repayments of credit facilities
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Proceeds from 364-day term loan facility
|
|
|
|
|
|
|
|
|
|||
|
Repayments of 364-day term loan facility
|
|
|
|
(
|
)
|
|
|
|
|||
|
Proceeds from senior unsecured notes
|
|
|
|
|
|
|
|
|
|||
|
Debt issuance costs
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
Repayment of senior unsecured notes
|
|
|
|
|
|
|
(
|
)
|
|||
|
Call redemption premium paid to note holders
|
|
|
|
|
|
|
(
|
)
|
|||
|
Proceeds from issuance of shares
|
|
|
|
|
|
|
|
|
|||
|
Repayment of finance lease obligations and borrowings
|
(
|
)
|
|
—
|
|
|
—
|
|
|||
|
Dividends paid
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Repayments of NSW Loan - Asbestos
|
|
|
|
|
|
|
(
|
)
|
|||
|
Net cash (used in) provided by financing activities
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
Effects of exchange rate changes on cash and cash equivalents, restricted cash and restricted cash - Asbestos
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
Net increase (decrease) in cash and cash equivalents, restricted cash and restricted cash - Asbestos
|
|
|
|
(
|
)
|
|
|
|
|||
|
Cash and cash equivalents, restricted cash and restricted cash - Asbestos at beginning of period
|
|
|
|
|
|
|
|
|
|||
|
Cash and cash equivalents, restricted cash and restricted cash - Asbestos at end of period
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Non-Cash Investing and Financing Activities
|
|
|
|
|
|
||||||
|
Capital expenditures incurred but not yet paid
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Supplemental Disclosure of Cash Flow Activities
|
|
|
|
|
|
||||||
|
Cash paid during the year for interest
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Cash paid during the year for income taxes, net
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Cash paid to AICF
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
James Hardie Industries plc –
Consolidated Statements of Changes in Shareholders’ Equity (Deficit)
|
99
|
|
|
|
|
(Millions of US dollars)
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
(Deficit) Equity
|
|
Accumulated
Other
Comprehensive Gain (Loss)
|
|
Total
|
||||||||||
|
Balances as of 31 March 2017
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Net income
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|||||
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||
|
Stock-based compensation
|
|
|
|
|
|
|
(
|
)
|
|
—
|
|
|
|
|
|||||
|
Equity awards exercised
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||
|
Dividends declared
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|||||
|
Balances as of 31 March 2018
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Net income
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|||||
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
(
|
)
|
|||||
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|||||
|
Adoption of ASU 2016-16
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|||||
|
Dividends declared
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|||||
|
Balances as of 31 March 2019
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
Net income
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|||||
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
(
|
)
|
|||||
|
Stock-based compensation
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||
|
Adoption of ASU 2016-02
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|||||
|
Dividends declared
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|||||
|
Balances as of 31 March 2020
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
101
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
102
|
|
|
|
|
|
Years
|
|
Buildings
|
5 to 50
|
|
Buildings Improvements
|
3 to 40
|
|
Leasehold Improvements
|
4 to 40
|
|
Machinery and Equipment
|
1 to 40
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
103
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
104
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
105
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
106
|
|
|
|
|
Level 1
|
Quoted market prices in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date;
|
|
Level 2
|
Observable market-based inputs or unobservable inputs that are corroborated by market data for the asset or liability at the measurement date;
|
|
Level 3
|
Unobservable inputs that are not corroborated by market data used when there is minimal market activity for the asset or liability at the measurement date.
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
107
|
|
|
|
|
|
Years Ended 31 March
|
|||||||
|
(Millions of shares)
|
2020
|
|
2019
|
|
2018
|
|||
|
Basic common shares outstanding
|
|
|
|
|
|
|
|
|
|
Dilutive effect of stock awards
|
|
|
|
|
|
|
|
|
|
Diluted common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
(US dollars)
|
2020
|
|
2019
|
|
2018
|
|||
|
Net income per share - basic
|
|
|
|
|
|
|
|
|
|
Net income per share - diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
108
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
109
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
110
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
111
|
|
|
|
|
|
Year Ended
31 March 2019 |
|
Year Ended
31 March 2018 |
||||||||||
|
(Millions of US dollars)
|
As
reported
|
As
adjusted
|
|
As
reported
|
As
adjusted
|
||||||||
|
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||||
|
Accounts payable and accrued liabilities
|
$
|
(
|
)
|
$
|
|
|
|
$
|
|
|
$
|
|
|
|
Net cash provided by operating activities
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||||||
|
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||||
|
Purchases of property, plant and equipment
|
(
|
)
|
(
|
)
|
|
(
|
)
|
(
|
)
|
||||
|
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
|
(
|
)
|
(
|
)
|
||||
|
|
|
|
|
|
|
||||||||
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
112
|
|
|
|
|
|
Year Ended 31 March 2020
|
||||||||||||||||||
|
(Millions of US dollars)
|
North America
Fiber Cement
|
|
Asia Pacific
Fiber Cement
|
|
Europe Building
Products
|
|
Other
Businesses
1
|
|
Consolidated
|
||||||||||
|
Fiber cement revenues
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Fiber gypsum revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Other revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total revenues
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
1
Effective 31 March 2020, the Other Businesses segment no longer qualifies as a reportable segment. Refer to Note 19 for further details.
|
|||||||||||||||||||
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
113
|
|
|
|
|
|
Year Ended 31 March 2019
|
||||||||||||||||||
|
(Millions of US dollars)
|
North America
Fiber Cement
|
|
Asia Pacific
Fiber Cement
|
|
Europe Building
Products
|
|
Other
Businesses
|
|
Consolidated
|
||||||||||
|
Fiber cement revenues
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Fiber gypsum revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Other revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total revenues
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Year Ended 31 March 2018
|
||||||||||||||||||
|
(Millions of US dollars)
|
North America
Fiber Cement
|
|
Asia Pacific
Fiber Cement
|
|
Europe Building
Products
|
|
Other
Businesses
|
|
Consolidated
|
||||||||||
|
Fiber cement revenues
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Fiber gypsum revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Other revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total revenues
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
114
|
|
|
|
|
|
31 March
|
||||||||||||||
|
(Millions of US dollars)
|
2020
|
|
2019
|
|
2018
|
|
2017
|
||||||||
|
Cash and cash equivalents
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Restricted cash
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Restricted cash - Asbestos
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total cash and cash equivalents, restricted cash and restricted cash - Asbestos
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
31 March
|
||||||
|
(Millions of US dollars)
|
2020
|
|
2019
|
||||
|
Trade receivables
|
$
|
|
|
|
$
|
|
|
|
Income taxes receivable
|
|
|
|
—
|
|
||
|
Other receivables and advances
|
|
|
|
|
|
||
|
Provision for doubtful trade receivables
|
(
|
)
|
|
(
|
)
|
||
|
Total accounts and other receivables
|
$
|
|
|
|
$
|
|
|
|
|
31 March
|
||||||||||
|
(Millions of US dollars)
|
2020
|
|
2019
|
|
2018
|
||||||
|
Balance at beginning of period
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Adjustment to provision
|
|
|
|
|
|
|
|
|
|||
|
Write-offs, net of recoveries
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Balance at end of period
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
115
|
|
|
|
|
|
31 March
|
||||||
|
(Millions of US dollars)
|
2020
|
|
2019
|
||||
|
Finished goods
|
$
|
|
|
|
$
|
|
|
|
Work-in-process
|
|
|
|
|
|
||
|
Raw materials and supplies
|
|
|
|
|
|
||
|
Provision for obsolete finished goods and raw materials
|
(
|
)
|
|
(
|
)
|
||
|
Total inventories
|
$
|
|
|
|
$
|
|
|
|
(Millions of US dollars)
|
Europe Building Products
|
|
Asia Pacific Fiber Cement
|
|
Other
Businesses
|
|
Total
|
||||||||
|
Balance - 31 March 2018
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Acquired
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Impairment
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
||||
|
Foreign exchange impact
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
||||
|
Balance - 31 March 2019
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Impairment
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
|
Foreign exchange impact
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
|
Balance - 31 March 2020
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
116
|
|
|
|
|
|
Year Ended 31 March 2020
|
||||||||||
|
(Millions of US dollars)
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
|
Customer Relationships
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
Other
1
|
|
|
|
(
|
)
|
|
|
|
|||
|
Total
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
1
Includes impairment charges of US$1.4 million for the fiscal year ended 31 March 2020
|
|||||||||||
|
|
Year Ended 31 March 2019
|
||||||||||
|
(Millions of US dollars)
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
|
Customer Relationships
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
Other
1
|
|
|
|
(
|
)
|
|
|
|
|||
|
Total
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
1
Includes impairment charges of US$2.6 million for the fiscal year ended 31 March 2019
|
|||||||||||
|
Years ended 31 March (Millions of US dollars):
|
|
||
|
2021
|
$
|
|
|
|
2022
|
|
|
|
|
2023
|
|
|
|
|
2024
|
|
|
|
|
2025
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
117
|
|
|
|
|
(Millions of US dollars)
Cost or valuation:
|
Land
|
|
Buildings
|
|
Machinery
and Equipment |
|
Construction
in Progress 1 |
|
Total
|
||||||||||
|
At 31 March 2018
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Additions
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Transfers
3
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||
|
Disposals
4
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||
|
Exchange differences
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||
|
At 31 March 2019
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Additions
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Transfers
3
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||
|
Disposals
4
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||
|
Impairment
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||
|
Exchange differences
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||
|
At 31 March 2020
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Accumulated depreciation:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
At 31 March 2018
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
Depreciation
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||
|
Transfers
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Disposals
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Exchange differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
At 31 March 2019
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
Depreciation
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||
|
Transfers
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Disposals
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Impairment
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||
|
Exchange differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
At 31 March 2020
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net book value amount:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
At 31 March 2019
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
At 31 March 2020
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
1
|
Construction in progress is presented net of assets transferred into service.
|
|
2
|
Additions include
US$
|
|
3
|
Transfers for fiscal year 2020 include the net book value of US
$
|
|
4
|
The US
$
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
118
|
|
|
|
|
|
|
Years Ended 31 March
|
||||||||||
|
(Millions of US dollars)
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
North America Fiber Cement
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Asia Pacific Fiber Cement
|
|
|
|
|
|
|
|
|
|
|||
|
Europe Building Products
|
|
|
|
|
|
|
|
|
|
|||
|
Other Businesses
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
119
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
120
|
|
|
|
|
(Millions of US dollars)
|
31 March 2020
|
||
|
Assets:
|
|
||
|
Operating leases, net
|
$
|
|
|
|
Finance leases, net
|
|
|
|
|
Total right-of-use assets
|
$
|
|
|
|
|
|
||
|
Liabilities:
|
|
||
|
Operating leases:
|
|
||
|
Current
|
$
|
|
|
|
Non-Current
|
|
|
|
|
Total operating lease liabilities
|
$
|
|
|
|
|
|
||
|
Finance leases:
|
|
||
|
Current
|
$
|
|
|
|
Non-Current
|
|
|
|
|
Total finance lease liabilities
|
$
|
|
|
|
|
|
||
|
Total lease liabilities
|
$
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
121
|
|
|
|
|
(Millions of US dollars)
|
|
Year Ended
31 March 2020 |
||
|
Operating leases
|
|
$
|
|
|
|
Short-term leases
|
|
|
|
|
|
Variable leases
|
|
|
|
|
|
Finance leases
|
|
|
|
|
|
Interest on lease liabilities
|
|
|
|
|
|
Total lease expense
|
|
$
|
|
|
|
(In Years)
|
31 March 2020
|
|
Operating leases
|
|
|
Finance leases
|
|
|
|
31 March 2020
|
|
|
Operating leases
|
|
%
|
|
Finance leases
|
|
%
|
|
Years ended 31 March (Millions of US dollars):
|
Operating
Leases |
|
Finance
Leases |
|
Total
|
||||||
|
2021
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
2022
|
|
|
|
|
|
|
|
|
|||
|
2023
|
|
|
|
|
|
|
|
|
|||
|
2024
|
|
|
|
|
|
|
|
|
|||
|
2025
|
|
|
|
|
|
|
|
|
|||
|
Thereafter
|
|
|
|
|
|
|
|
|
|||
|
Total
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Less: imputed interest
|
|
|
|
|
|
|
|||||
|
Total lease liabilities
|
|
|
|
|
$
|
|
|
||||
|
(Millions of US dollars)
|
31 March 2020
|
||
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
|
Operating cash flows used for operating leases
|
$
|
|
|
|
Operating cash flows used for finance leases
|
|
|
|
|
Financing cash flows used for finance leases
|
|
|
|
|
Non-cash ROU assets obtained in exchange for new lease liabilities
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
122
|
|
|
|
|
|
31 March
|
||||||
|
(Millions of US dollars)
|
2020
|
|
2019
|
||||
|
Trade creditors
|
$
|
|
|
|
$
|
|
|
|
Accrued interest
|
|
|
|
|
|
||
|
Other creditors and accruals
|
|
|
|
|
|
||
|
Total accounts payable and accrued liabilities
|
$
|
|
|
|
$
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
123
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
124
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
125
|
|
|
|
|
|
31 March
|
||||||||||
|
(Millions of US dollars)
|
2020
|
|
2019
|
|
2018
|
||||||
|
Balance at beginning of period
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Increase (Decrease) in product warranties accrual
|
|
|
|
(
|
)
|
|
|
|
|||
|
Acquired during the period
|
|
|
|
|
|
|
|
|
|||
|
Settlements made in cash or in kind
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Balance at end of period
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Years Ended 31 March
|
||||||||||
|
(Millions of US dollars)
|
2020
|
|
2019
|
|
2018
|
||||||
|
Change in estimates:
|
|
|
|
|
|
||||||
|
Change in actuarial estimate - asbestos liability
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Change in actuarial estimate - insurance receivable
|
|
|
|
|
|
|
|
|
|||
|
Change in estimate - AICF claims-handling costs
|
|
|
|
|
|
|
(
|
)
|
|||
|
Subtotal - Change in estimates
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Effect of foreign exchange on Asbestos net liabilities
|
|
|
|
|
|
|
(
|
)
|
|||
|
Gain (loss) on foreign currency forward contracts
|
|
|
|
(
|
)
|
|
|
|
|||
|
Adjustments in insurance receivable
|
|
|
|
|
|
|
|
|
|||
|
Asbestos research and education contribution
|
|
|
|
|
|
|
(
|
)
|
|||
|
Total Asbestos Adjustments
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
126
|
|
|
|
|
|
Year Ended 31 March 2020
|
||||
|
(Millions of US and Australian dollars, respectively)
|
US$
|
|
A$
|
||
|
Central Estimate – Discounted and Inflated
|
|
|
|
|
|
|
Central Estimate – Undiscounted but Inflated
|
|
|
|
|
|
|
Central Estimate – Undiscounted and Uninflated
|
|
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
127
|
|
|
|
|
|
As of 31 March 2020
|
||||
|
(Millions of US and Australian dollars, respectively)
|
US$
|
|
A$
|
||
|
Discounted (but inflated) - Low
|
|
|
|
|
|
|
Discounted (but inflated) - High
|
|
|
|
|
|
|
|
|
|
|
||
|
Undiscounted (but inflated) - Low
|
|
|
|
|
|
|
Undiscounted (but inflated) - High
|
|
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
128
|
|
|
|
|
|
For the Years Ended 31 March
|
|||||||||||||
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
Number of open claims at beginning of period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of new claims
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of closed claims
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of open claims at end of period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average settlement amount per settled claim
|
A$
|
|
A$
|
|
A$
|
|
A$
|
|
A$
|
|||||
|
Average settlement amount per case closed
|
A$
|
|
A$
|
|
A$
|
|
A$
|
|
A$
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Average settlement amount per settled claim
|
US$
|
|
US$
|
|
US$
|
|
US$
|
|
US$
|
|||||
|
Average settlement amount per case closed
|
US$
|
|
US$
|
|
US$
|
|
US$
|
|
US$
|
|||||
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
129
|
|
|
|
|
|
|
31 March
|
||||||
|
(Millions of US dollars)
|
|
2020
|
|
2019
|
||||
|
Asbestos liability – current
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Asbestos liability – non-current
|
|
(
|
)
|
|
(
|
)
|
||
|
Asbestos liability – Total
|
|
(
|
)
|
|
(
|
)
|
||
|
Insurance receivable – current
|
|
|
|
|
|
|
||
|
Insurance receivable – non-current
|
|
|
|
|
|
|
||
|
Insurance receivable – Total
|
|
|
|
|
|
|
||
|
Workers’ compensation asset – current
|
|
|
|
|
|
|
||
|
Workers’ compensation asset – non-current
|
|
|
|
|
|
|
||
|
Workers’ compensation liability – current
|
|
(
|
)
|
|
(
|
)
|
||
|
Workers’ compensation liability – non-current
|
|
(
|
)
|
|
(
|
)
|
||
|
Workers’ compensation – Total
|
|
|
|
|
|
|
||
|
Other net liabilities
|
|
(
|
)
|
|
(
|
)
|
||
|
Restricted cash and cash equivalents of AICF
|
|
|
|
|
|
|
||
|
Restricted short-term investments of AICF
|
|
|
|
|
|
|
||
|
Net Unfunded AFFA liability
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Deferred income taxes – non-current
|
|
|
|
|
|
|
||
|
Income tax payable
|
|
|
|
|
|
|
||
|
Net Unfunded AFFA liability, net of tax
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
130
|
|
|
|
|
(Millions of US dollars)
|
Asbestos
Liability
|
|
Insurance
Receivables
|
|
Restricted
Cash and Investments
|
|
Other
Assets
and Liabilities
|
|
Net Unfunded AFFA Liability
|
|
Deferred Tax
Assets
|
|
Income
Tax
Payable
|
|
Net Unfunded AFFA Liability, net of tax
|
||||||||||||||||
|
Opening Balance - 31 March 2019
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
Asbestos claims paid
1
|
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
||||||||
|
Payment received in accordance with AFFA
2
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
||||||||
|
AICF claims-handling costs incurred (paid)
|
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
||||||||
|
AICF operating costs paid - non claims-handling
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
(
|
)
|
||||||||
|
Change in actuarial estimate
|
(
|
)
|
|
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
(
|
)
|
||||||||
|
Change in claims handling cost estimate
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
||||||||
|
Impact on deferred income tax due to change in
actuarial estimate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
||||||||
|
Insurance recoveries
|
—
|
|
|
(
|
)
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
||||||||
|
Movement in income tax payable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||||||
|
Other movements
|
—
|
|
|
—
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Effect of foreign exchange
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
||||||||
|
Closing Balance - 31 March 2020
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
1
|
Claims paid of US
$
|
|
2
|
The payment received in accordance with AFFA of
US$
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
131
|
|
|
|
|
Maturity Date
|
Interest Rate
|
|
A$ Millions
|
|
30 April 2020
|
|
|
|
|
1 June 2020
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
132
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
133
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
134
|
|
|
|
|
|
|
Years Ended 31 March
|
||||||||||
|
(Millions of US dollars)
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
Income before income taxes:
|
|
|
|
|
|
|
||||||
|
Domestic
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Foreign
|
|
|
|
|
|
|
|
|
|
|||
|
Income before income taxes:
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Income tax expense:
|
|
|
|
|
|
|
||||||
|
Current:
|
|
|
|
|
|
|
||||||
|
Domestic
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Foreign
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
Current income tax benefit (expense)
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
Deferred:
|
|
|
|
|
|
|
||||||
|
Domestic
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Foreign
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
Deferred income tax (expense) benefit
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
Total income tax expense
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
|
Years Ended 31 March
|
||||||||||
|
(Millions of US dollars)
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
Income tax expense computed at the statutory tax rates
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
US state income taxes, net of the federal benefit
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Asbestos - effect of foreign exchange
|
|
|
|
|
|
|
|
(
|
)
|
|||
|
Expenses not deductible
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
US manufacturing deduction
|
|
|
|
|
|
|
|
|
|
|||
|
Foreign taxes on domestic income
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Amortization of intangibles
|
|
|
|
|
|
|
|
|
|
|||
|
Taxes on foreign income
|
|
|
|
|
|
|
|
(
|
)
|
|||
|
Net deferred tax liability revaluation
|
|
(
|
)
|
|
|
|
|
|
|
|||
|
US net operating loss carryback
|
|
|
|
|
|
|
|
|
|
|||
|
Other items
|
|
|
|
|
|
|
|
|
|
|||
|
Total income tax expense
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Effective tax rate
|
|
|
%
|
|
|
%
|
|
|
%
|
|||
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
135
|
|
|
|
|
|
|
31 March
|
||||||
|
(Millions of US dollars)
|
|
2020
|
|
2019
|
||||
|
Deferred tax assets:
|
|
|
|
|
||||
|
Intangible assets
|
|
$
|
|
|
|
$
|
|
|
|
Asbestos liability
|
|
|
|
|
|
|
||
|
Other provisions and accruals
|
|
|
|
|
|
|
||
|
Net operating loss carryforwards
|
|
|
|
|
|
|
||
|
Foreign and research tax credit carryforwards
|
|
|
|
|
|
|
||
|
Total deferred tax assets
|
|
|
|
|
|
|
||
|
Valuation allowance
|
|
(
|
)
|
|
(
|
)
|
||
|
Total deferred tax assets net of valuation allowance
|
|
|
|
|
|
|
||
|
Deferred tax liabilities:
|
|
|
|
|
||||
|
Depreciable and amortizable assets
|
|
(
|
)
|
|
(
|
)
|
||
|
Other
|
|
(
|
)
|
|
(
|
)
|
||
|
Total deferred tax liabilities
|
|
(
|
)
|
|
(
|
)
|
||
|
Total deferred taxes, net
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
136
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
137
|
|
|
|
|
(Millions of US Dollars)
|
|
Unrecognized
tax benefits
|
|
Interest and
Penalties
|
||||
|
Balance at 31 March 2017
|
|
$
|
|
|
|
$
|
|
|
|
Additions for tax positions of the current and prior year
|
|
|
|
|
—
|
|
||
|
Balance at 31 March 2018
|
|
$
|
|
|
|
$
|
|
|
|
Additions for tax positions of the current year
|
|
|
|
|
|
|
||
|
Reductions applicable to lapse of statute of limitations
|
|
(
|
)
|
|
—
|
|
||
|
Balance at 31 March 2019
|
|
$
|
|
|
|
$
|
|
|
|
Additions for tax positions of the prior years
|
|
|
|
|
—
|
|
||
|
Balance at 31 March 2020
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
138
|
|
|
|
|
|
Years Ended 31 March
|
||||||||||
|
(Millions of US dollars)
|
2020
|
|
2019
|
|
2018
|
||||||
|
Liability Awards Expense (Income)
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
Equity Awards Expense
|
|
|
|
|
|
|
|
|
|||
|
Total stock-based compensation expense
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
139
|
|
|
|
|
|
Shares
Available for
Grant
|
|
|
Balance at 31 March 2018
|
|
|
|
Granted
|
(
|
)
|
|
Balance at 31 March 2019
|
|
|
|
Granted
|
(
|
)
|
|
Balance at 31 March 2020
|
|
|
|
|
Restricted
Stock Units
|
|
Weighted
Average Fair
Value at Grant
Date (A$)
|
||
|
Non-vested at 31 March 2018
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
Vested
|
(
|
)
|
|
|
|
|
Forfeited
|
(
|
)
|
|
|
|
|
Non-vested at 31 March 2019
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
Vested
|
(
|
)
|
|
|
|
|
Forfeited
|
(
|
)
|
|
|
|
|
Non-vested at 31 March 2020
|
|
|
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
140
|
|
|
|
|
Vesting Condition:
|
Market
|
|
Market
|
|
Market
|
|
Market
|
|
Market
|
|||||
|
|
FY20
|
|
FY20
|
|
FY20
|
|
FY19
|
|
FY19
|
|||||
|
Date of grant
1
|
25 Feb 2020
|
|
|
20 Sep 2019
|
|
|
9 Aug 2019
|
|
|
6 Sep 2018
|
|
|
17 Aug 2018
|
|
|
Dividend yield (per annum)
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
Expected volatility
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
Risk free interest rate
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
Expected life in years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JHX stock price at grant date (A$)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of restricted stock units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
The Company determines the grant date of an award on the date a mutual understanding of the key terms and conditions of the award are established between the Company and the award recipient.
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
141
|
|
|
|
|
(Millions of US dollars)
|
US
Cents/Security
|
|
US$ Millions
Total Amount
|
|
Announcement Date
|
|
Record Date
|
|
Payment Date
|
|
FY 2020 first half dividend
1
|
|
|
|
|
7 November 2019
|
|
18 November 2019
|
|
20 December 2019
|
|
FY 2019 second half dividend
|
|
|
|
|
21 May 2019
|
|
6 June 2019
|
|
2 August 2019
|
|
FY 2019 first half dividend
|
|
|
|
|
8 November 2018
|
|
12 December 2018
|
|
22 February 2019
|
|
FY 2018 second half dividend
|
|
|
|
|
22 May 2018
|
|
7 June 2018
|
|
3 August 2018
|
|
FY 2018 first half dividend
|
|
|
|
|
9 November 2017
|
|
13 December 2017
|
|
23 February 2018
|
|
FY 2017 second half dividend
|
|
|
|
|
18 May 2017
|
|
8 June 2017
|
|
4 August 2017
|
|
1
Includes US$2.8 million of withholding taxes paid on 10 January 2020
|
|||||||||
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
142
|
|
|
|
|
|
|
Net Sales
Years Ended 31 March
|
||||||||||
|
(Millions of US dollars)
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
North America Fiber Cement
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Asia Pacific Fiber Cement
|
|
|
|
|
|
|
|
|
|
|||
|
Europe Building Products
|
|
|
|
|
|
|
|
|
|
|||
|
Other Businesses
|
|
|
|
|
|
|
|
|
|
|||
|
Worldwide total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
|
|
|
Income Before Income Taxes
Years Ended 31 March
|
||||||||||
|
(Millions of US dollars)
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
North America Fiber Cement
1
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Asia Pacific Fiber Cement
1
|
|
|
|
|
|
|
|
|
|
|||
|
Europe Building Products
1,8
|
|
|
|
|
|
|
|
|
|
|||
|
Other Businesses
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
Research and Development
1
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Segments total
|
|
|
|
|
|
|
|
|
|
|||
|
General Corporate
2,7
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Total operating income
|
|
|
|
|
|
|
|
|
|
|||
|
Net interest expense
3
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Loss on early debt extinguishment
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
Other (expense) income
|
|
(
|
)
|
|
|
|
|
|
|
|||
|
Worldwide total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
143
|
|
|
|
|
|
|
Depreciation and Amortization
Years ended 31 March
|
||||||||||
|
(Millions of US dollars)
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
North America Fiber Cement
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Asia Pacific Fiber Cement
|
|
|
|
|
|
|
|
|
|
|||
|
Europe Building Products
|
|
|
|
|
|
|
|
|
|
|||
|
Other Businesses
|
|
|
|
|
|
|
|
|
|
|||
|
General Corporate
|
|
|
|
|
|
|
|
|
|
|||
|
Research and Development
|
|
|
|
|
|
|
|
|
|
|||
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
Total Identifiable Assets
31 March
|
||||||
|
(Millions of US dollars)
|
|
2020
|
|
2019
|
||||
|
North America Fiber Cement
|
|
$
|
|
|
|
$
|
|
|
|
Asia Pacific Fiber Cement
|
|
|
|
|
|
|
||
|
Europe Building Products
|
|
|
|
|
|
|
||
|
Other Businesses
4
|
|
|
|
|
|
|
||
|
Research and Development
|
|
|
|
|
|
|
||
|
Segments total
|
|
|
|
|
|
|
||
|
General Corporate
4,5,6
|
|
|
|
|
|
|
||
|
Worldwide total
|
|
$
|
|
|
|
$
|
|
|
|
|
|
Net Sales
Years Ended 31 March
|
||||||||||
|
(Millions of US dollars)
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
North America
10
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Australia
|
|
|
|
|
|
|
|
|
|
|||
|
Germany
|
|
|
|
|
|
|
|
|
|
|||
|
New Zealand
|
|
|
|
|
|
|
|
|
|
|||
|
Other Countries
9
|
|
|
|
|
|
|
|
|
|
|||
|
Worldwide total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
Total Identifiable Assets
31 March
|
||||||||
|
(Millions of US dollars)
|
|
|
|
2020
|
|
2019
|
||||||
|
North America
10
|
|
|
|
$
|
|
|
|
$
|
|
|
||
|
Australia
|
|
|
|
|
|
|
|
|
||||
|
Germany
|
|
|
|
|
|
|
|
|
||||
|
New Zealand
|
|
|
|
|
|
|
|
|
||||
|
Other Countries
9
|
|
|
|
|
|
|
|
|
||||
|
Segments total
|
|
|
|
|
|
|
|
|
||||
|
General Corporate
5,6
|
|
|
|
|
|
|
|
|
||||
|
Worldwide total
|
|
|
|
$
|
|
|
|
$
|
|
|
||
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
144
|
|
|
|
|
1
|
Research and development expenditures are expensed as incurred and are summarized by segment in the following table:
|
|
|
|
Years Ended 31 March
|
||||||||||
|
(Millions of US dollars)
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
North America Fiber Cement
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Asia Pacific Fiber Cement
|
|
|
|
|
|
|
|
|
|
|||
|
Europe Building Products
|
|
|
|
|
|
|
|
|
|
|||
|
Research and Development
a
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
2
|
The principal components of General Corporate costs are officer and employee compensation and related benefits, professional and legal fees, administrative costs, and rental expense on the Company’s corporate offices. Also included in General Corporate costs are the following:
|
|
|
|
Years Ended 31 March
|
||||||||||
|
(Millions of US dollars)
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
Asbestos adjustments
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
AICF SG&A expenses
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Gain on sale of Fontana building
|
|
|
|
|
|
|
|
|
|
|||
|
Fermacell acquisition costs
|
|
|
|
|
|
|
|
|
|
|||
|
3
|
The Company does not report net interest expense for each operating segment as operating segments are not held directly accountable for interest expense. Included in net interest expense is net AICF interest income of US
$
|
|
4
|
Assets held for sale at 31 March 2020 and 2019 are US
$
|
|
5
|
Included in General Corporate costs are deferred tax assets for each operating segment that are not held directly accountable for deferred income taxes.
|
|
6
|
Asbestos-related assets at 31 March 2020 and 2019 are US
$
|
|
7
|
Included in the General Corporate costs are New Zealand weathertightness legal costs of US
$
|
|
8
|
Included in the Europe Building Products segment are Fermacell integration costs of US
$
|
|
9
|
Included are all other countries that account for less than 5% of net sales and total identifiable assets individually, primarily in the Philippines, Switzerland and other European countries.
|
|
10
|
The amounts disclosed for North America are substantially all related to the USA.
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
145
|
|
|
|
|
(Millions of US dollars)
|
|
North America Fiber Cement
|
|
Asia Pacific Fiber Cement
|
|
Europe Building Products
|
|
General Corporate
|
|
Total
|
||||||||||
|
Property, plant and equipment
1
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Right-of-use assets
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Inventories
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Goodwill
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Asset Retirement Obligations
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
1
Excludes US$2.8 million of impairment charges in North America Fiber Cement segment on individual assets that were included in
Cost of goods sold.
Refer to Note 8 for further details.
|
||||||||||||||||||||
|
2
Refer to Note 9 for further details.
|
||||||||||||||||||||
|
3
The US$2.9 million charge primarily relates to the estimated costs associated with pallets and raw materials, with the closing of the New Zealand plant and exit of James Hardie Systems.
|
||||||||||||||||||||
|
4
The total Asset Retirement Obligation balance at 31 March 2020 of US$8.0 million is recorded in the Asia Pacific Fiber Cement segment in
Other liabilities - non-current
and relates to the New Zealand plant. This balance is inclusive of the impairment amount above.
|
||||||||||||||||||||
|
|
|
Years Ended 31 March
|
|||||||||||||||||||
|
(Millions of US dollars)
|
|
2020
|
|
2019
|
|
2018
|
|||||||||||||||
|
Customer A
|
|
$
|
|
|
|
|
%
|
|
$
|
|
|
|
|
%
|
|
$
|
|
|
|
|
%
|
|
|
|
|
James Hardie Industries plc –
Notes to Consolidated Financial Statements (Continued)
|
146
|
|
|
|
|
(Millions of US dollars)
|
|
Cash Flow
Hedges
|
|
Pension
Actuarial Gain
|
|
Foreign
Currency
Translation
Adjustments
|
|
Total
|
||||||||
|
Balance at 31 March 2019
|
|
$
|
|
|
|
$
|
—
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Other comprehensive gain (loss)
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
||||
|
Balance at 31 March 2020
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
US$ Millions
|
||||||||||
|
Description of Service
|
FY20
|
|
FY19
|
|
FY18
|
||||||
|
Audit fees
1
|
$
|
5.7
|
|
|
$
|
5.7
|
|
|
$
|
4.3
|
|
|
Audit-related fees
2
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Tax fees
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
All other fees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1
|
Audit Fees include the aggregate fees for professional services rendered by our independent registered public accounting firm. Professional services include the audit of our annual financial statements and services that are normally provided in connection with statutory and regulatory filings.
|
|
2
|
Audit-Related Fees include the aggregate fees billed for assurance and related services rendered by our independent registered public accounting firm. Our independent registered public accounting firm did not engage any temporary employees to conduct any portion of the audit of our consolidated financial statements for the fiscal years ended 31 March 2020, 2019 and 2018.
|
|
•
|
changing political and economic conditions;
|
|
•
|
changing laws and policies;
|
|
•
|
the general hazards associated with the assertion of sovereign rights over certain areas in which we conduct our business; and
|
|
•
|
laws limiting or conditioning the right and ability of subsidiaries and joint ventures to pay dividends or remit earnings to affiliated companies.
|
|
•
|
employees may voluntarily or involuntarily exit the Company because of the acquisitions;
|
|
•
|
our management team may have its attention diverted while trying to integrate the acquired businesses;
|
|
•
|
we may encounter obstacles when incorporating the acquired operations into our operations and management and in achieving intended levels of manufacturing quality;
|
|
•
|
differences in business backgrounds, corporate cultures and management philosophies;
|
|
•
|
the ability to integrate or create and enforce uniform standards, controls, procedures, policies and information systems, including without limitation, technological, accounting and record keeping systems;
|
|
•
|
potential unknown liabilities or contingencies and unforeseen increased expenses or delays associated with the acquisition, specifically with respect to licensors, customers, employees, suppliers, government authorities or other parties, including without limitation, exposure to liabilities with respect to environmental and sanctions laws;
|
|
•
|
the recording of goodwill and intangible assets that will be subject to impairment testing on a regular basis and potential periodic impairment charges;
|
|
•
|
we may discover previously undetected operational or other issues; and
|
|
•
|
the acquired operations may not otherwise perform as expected or provide expected results.
|
|
•
|
make it more difficult for us to satisfy our debt service obligations or refinance our indebtedness;
|
|
•
|
increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, because a portion of our borrowings are and will continue to be at variable rates of interest;
|
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, which would reduce the availability of our cash flow from operations to fund working capital, capital expenditures or other general corporate purposes;
|
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and industry;
|
|
•
|
place us at a disadvantage compared to competitors that may have proportionately less debt;
|
|
•
|
limit our ability to obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements; and
|
|
•
|
increase our cost of borrowing.
|
|
|
Fiscal Years Ended 31 March
|
|||||||
|
|
2020
|
|
2019
|
|
2018
|
|||
|
Fiber Cement United States and Canada
|
2,563
|
|
|
2,592
|
|
|
2,659
|
|
|
Europe Building Products
1
|
972
|
|
|
994
|
|
|
80
|
|
|
Fiber Cement Australia
|
597
|
|
|
603
|
|
|
539
|
|
|
Fiber Cement New Zealand
|
180
|
|
|
186
|
|
|
170
|
|
|
Fiber Cement Philippines
|
340
|
|
|
304
|
|
|
261
|
|
|
Other Businesses – United States
2
|
—
|
|
|
19
|
|
|
35
|
|
|
Research & Development, including Technology
|
156
|
|
|
159
|
|
|
156
|
|
|
General Corporate
|
61
|
|
|
59
|
|
|
60
|
|
|
Total Employees
|
4,869
|
|
|
4,916
|
|
|
3,960
|
|
|
1
|
On 3 April 2018, we completed the Fermacell acquisition. As such, the total number of employees for the fiscal year ended 31 March 2019 for Europe Building Products represent the actual number of people employed for the fiscal year ended 31 March 2019 and not the average number of people employed.
|
|
2
|
Other Businesses is comprised of our former fiberglass windows business, which included a fiberglass windows assembly facility as well as a fiberglass pultrusion business. In fiscal year 2019, we shut down the fiberglass windows business and closed the windows assembly business. In April 2019, we ceased operations and sold the fiberglass pultrusion portion of the business.
|
|
|
|
|
Common Stock (in the form of CUFS)
|
Australian Securities Exchange
|
|
ADSs
|
New York Stock Exchange
|
|
Service
|
Fees
|
|
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
|
Up to US$0.05 per ADS issued
|
|
Cancellation of ADSs
|
Up to US$0.05 per ADS issued
|
|
Distribution of cash dividends or other cash distributions
|
Up to US$0.05 per ADS issued
|
|
Operational and maintenance costs
|
An annual fee of US $0.05 per ADS held on the applicable record date established by the depositary
|
|
•
|
taxes and other governmental charges;
|
|
•
|
registration fees as may from time to time be in effect for the registration of transfers of CUFS generally on the CHESS;
|
|
•
|
expenses for cable, telex and fax transmissions and delivery services;
|
|
•
|
expenses incurred for converting foreign currency into US dollars;
|
|
•
|
fees and expenses incurred in connection with compliance with exchange control regulations and other regulatory requirements applicable to CUFS, deposited securities, ADSs and ADRs; and
|
|
•
|
fees and expenses incurred in connection with the delivery or servicing of CUFS on deposit.
|
|
•
|
the power to delegate their powers to the CEO, any director, any person or persons employed by us or any of our subsidiaries or to a committee of the Board;
|
|
•
|
the power to appoint attorneys to act on our behalf;
|
|
•
|
the power to borrow money on our behalf and to mortgage or charge our undertaking, property, assets, and uncalled capital as security for such borrowings; and
|
|
•
|
the power to do anything that is necessary or desirable for us to participate in any computerized, electronic or other system for the facilitation of the transfer of CUFS or the operation of our registers that may be owned, operated or sponsored by the ASX.
|
|
Provision
|
|
Details
|
|
Power to vote on proposals, arrangements or contracts in which the director is materially interested
|
|
The Company’s Articles of Association provide that a director cannot vote on any resolution concerning a matter in which he has, directly or indirectly, an interest which is material or a duty which conflicts or may conflict with the interests of the Company. A director cannot be counted in the quorum present at a meeting in relation to any such resolution on which the director is not entitled to vote.
Under Irish law, directors who have a personal interest in a contract or a proposed contract with the Company are required to declare the nature of their interest at a meeting of the directors of the Company. The Company is required to maintain a register of such declared interests which must be made available for inspection by the shareholders at general meetings.
|
|
Power to vote on compensation
|
|
The maximum aggregate ordinary remuneration of the non-executive directors is US$3,800,000 per annum and can be increased from time to time by an ordinary resolution. Changes to non-executive director remuneration are recommended by the Remuneration Committee and are approved at a properly convened meeting of the Board (which consists of nine non-executive directors and the CEO).
There is no requirement for our shareholders to approve the remuneration policy. The Company currently intends to continue voluntarily producing a remuneration report.
These provisions are subject to the relevant listing rules of the ASX regarding director remuneration.
|
|
Age limit for retirement or non-retirement
|
|
Our Articles of Association do not include any provisions regarding the mandatory retirement age of a director.
|
|
Number of shares for director’s qualification
|
|
No director will require a share qualification in order to act as a director.
|
|
•
|
in the case of the ASX, shareholder approval for the issue of equity securities which exceed 15% of the number of equity securities on issue (as determined in accordance with the ASX listing rules and subject to the various exemptions set out therein); and
|
|
•
|
in the case of the NYSE, shareholder approval for the issuance of shares that have or will have upon issuance voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such shares (subject to certain exceptions).
|
|
•
|
by instructing CDN, as legal owner of our shares represented by CUFS, how to vote the shares represented by the holder’s CUFS;
|
|
•
|
by directing CDN to appoint itself (or another person) as the nominated proxy pursuant to a voting instruction form provided by the Company; or
|
|
•
|
by converting the holder’s CUFS into our shares and voting the shares at the meeting, which must be undertaken prior to the meeting. However, in order to sell their shares on the ASX thereafter, it will first be necessary to convert them back to CUFS.
|
|
•
|
any person acquires, whether by a series of transactions over a period of time or not, shares or other securities which (taken together with shares or other securities held or acquired by persons acting in concert) carry 30% or more of the voting rights of a relevant company; or
|
|
•
|
any person, who together with persons acting in concert, holds not less than 30% of the voting rights and such person or any person acting in concert with them acquires, in any period of 12 months, additional shares or other securities of more than 0.05% of the total voting rights of the relevant company, such person must extend offers to the holders of any class of equity securities (whether voting or non-voting) and to holders of any class of transferable voting capital in respect of all such equity securities and transferable voting capital.
|
|
•
|
all holders of the securities of an offeree of the same class must be afforded equivalent treatment; moreover, if a person acquires control of a company, the other holders of securities must be protected;
|
|
•
|
the holders of the securities of an offeree must have sufficient time and information to enable them to reach a properly informed decision on the offer; where it advises the holders of securities, the board of the offeree must give its views on the effects of implementation of the offer on employment, conditions of employment and the locations of the offeree’s places of business;
|
|
•
|
the board of an offeree must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the offer;
|
|
•
|
false markets must not be created in the securities of the offeree, of the offeror or of any other company concerned by the offer in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted;
|
|
•
|
an offeror must announce an offer only after ensuring that he or she can fulfill in full any cash consideration, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration;
|
|
•
|
an offeree must not be hindered in the conduct of its affairs for longer than is reasonable by an offer for its securities; and
|
|
•
|
a substantial acquisition of securities (whether such acquisition is to be effected by one transaction or a series of transactions) shall take place only at an acceptable speed and shall be subject to adequate and timely disclosure.
|
|
•
|
such person’s interest was below 3% of our issued share capital prior to such acquisition and equals or exceeds 3% after such acquisition;
|
|
•
|
such person’s interest was equal to or above 3% of our issued share capital before an acquisition or disposition and increases or decreases through an integer of a percentage as a result of such acquisition or disposition (e.g., from 3.8% to 4.3% or from 5.2% to 4.9%); and
|
|
•
|
where such person’s interest was equal to or above 3% of our issued share capital before a disposition and falls below 3% as a result of such disposition.
|
|
•
|
an individual shareholder resident for tax purposes in either a member state of the EU (apart from Ireland) or in a country with which Ireland has a double tax treaty, and the individual is neither resident nor ordinarily resident in Ireland;
|
|
•
|
a corporate shareholder not resident for tax purposes in Ireland nor ultimately controlled, directly or indirectly, by persons so resident and which is resident for tax purposes in either a member state of the EU (apart from Ireland) or a country with which Ireland has a double tax treaty;
|
|
•
|
a corporate shareholder that is not resident for tax purposes in Ireland and which is ultimately controlled, directly or indirectly, by persons resident in either a member state of the EU (apart from Ireland) or in a country with which Ireland has a double tax treaty;
|
|
•
|
a corporate shareholder that is not resident for tax purposes in Ireland and whose principal class of shares (or those of its 75% parent) is substantially and regularly traded on a recognized stock exchange in either a member state of the EU (including Ireland where the Company trades only on the Irish stock exchange) or in a country with which Ireland has a double tax treaty or on an exchange approved by the Irish Minister for Finance; or
|
|
•
|
a corporate shareholder that is not resident for tax purposes in Ireland and is wholly-owned, directly or indirectly, by two or more companies the principal class of shares of each of which is substantially and regularly traded on a recognized stock exchange in either a member state of the EU (including Ireland where the Company trades only on the Irish stock exchange) or in a country with which Ireland has a double tax treaty or on an exchange approved by the Irish Minister for Finance; and
|
|
•
|
provided that, in all cases noted above, the shareholder has made the appropriate non-resident declaration to us prior to payment of the dividend.
|
|
•
|
to the extent that the property of which the gift or inheritance consists is situated in Ireland at the date of the gift or inheritance;
|
|
•
|
where the person making the gift or inheritance is or was resident or ordinarily resident in Ireland at the date of the disposition under which the gift or inheritance is taken; or
|
|
•
|
where the person receiving the gift or inheritance is resident or ordinarily resident in Ireland at the date of the gift or inheritance.
|
|
•
|
furnish our shareholders with annual reports containing consolidated financial statements examined by an independent registered public accounting firm; and
|
|
•
|
furnish quarterly reports for the first three quarters of each fiscal year containing unaudited consolidated financial information in filings with the SEC under Form 6-K.
|
|
|
|
US$
|
|
A$
|
|
Euros
|
|
NZ$
|
|
Other
1
|
|||||
|
Net sales
|
|
66.4
|
%
|
|
11.1
|
%
|
|
14.2
|
%
|
|
2.8
|
%
|
|
5.5
|
%
|
|
Expenses
2
|
|
63.4
|
%
|
|
12.6
|
%
|
|
16.3
|
%
|
|
3.1
|
%
|
|
4.6
|
%
|
|
Liabilities (excluding borrowings)
2
|
|
21.0
|
%
|
|
64.2
|
%
|
|
12.0
|
%
|
|
2.0
|
%
|
|
0.8
|
%
|
|
|
|
US$
|
|
A$
|
|
Euros
|
|
NZ$
|
|
Other
1
|
|||||
|
Net sales
|
|
63.9
|
%
|
|
12.6
|
%
|
|
14.6
|
%
|
|
3.2
|
%
|
|
5.7
|
%
|
|
Expenses
2
|
|
63.4
|
%
|
|
12.2
|
%
|
|
16.6
|
%
|
|
3.3
|
%
|
|
4.5
|
%
|
|
Liabilities (excluding borrowings)
2
|
|
17.6
|
%
|
|
69.5
|
%
|
|
11.1
|
%
|
|
0.9
|
%
|
|
0.9
|
%
|
|
1
|
Comprised of Philippine pesos and Canadian dollars.
|
|
2
|
Liabilities include A$ denominated asbestos liability, which was initially recorded in the fourth quarter of fiscal year 2006. Expenses include cost of goods sold, SG&A expenses, R&D expenses and adjustments to the asbestos liability. See “Section 3 – Risk Factors,” and Note 13 of our consolidated financial statements further information regarding the asbestos liability.
|
|
Geographic Region
|
|
31 March
2020
|
|
31 March
2019
|
||
|
Australia
|
|
61.38
|
%
|
|
62.79
|
%
|
|
United States
|
|
14.65
|
%
|
|
18.12
|
%
|
|
United Kingdom
|
|
4.50
|
%
|
|
3.92
|
%
|
|
Europe (excluding the United Kingdom)
|
|
6.27
|
%
|
|
5.39
|
%
|
|
Asia
|
|
5.08
|
%
|
|
2.94
|
%
|
|
Other
|
|
8.12
|
%
|
|
6.84
|
%
|
|
Size of Holding Range
|
|
CUFS
|
|
Options
|
|||||||
|
Holders
|
|
Holdings
|
Total %
|
|
Holders
|
|
Holdings
|
||||
|
1-1,000
|
|
14,980
|
|
|
5,617,984
|
|
1.27
|
|
-
|
|
-
|
|
1,001-5,000
|
|
6,067
|
|
|
13,003,542
|
|
2.93
|
|
-
|
|
-
|
|
5,001-10,000
|
|
767
|
|
|
5,443,566
|
|
1.23
|
|
-
|
|
-
|
|
10,001-100,000
|
|
461
|
|
|
10,079,476
|
|
2.27
|
|
-
|
|
-
|
|
100,001 and over
|
|
62
|
|
|
409,000,172
|
|
92.30
|
|
-
|
|
-
|
|
Totals
|
|
22,337
|
|
|
443,144,740
|
|
100.00
|
|
-
|
|
-
|
|
CUFS holder
|
|
Shares
Beneficially
Owned
|
|
Percentage
of Shares
Outstanding
|
||
|
BlackRock, Inc
1
|
|
28,362,694
|
|
|
6.40
|
%
|
|
AustralianSuper Pty Ltd
2
|
|
26,555,806
|
|
|
5.99
|
%
|
|
Commonwealth Bank of Australia
3
|
|
26,544,061
|
|
|
5.99
|
%
|
|
The Vanguard Group, Inc.
4
|
|
24,438,618
|
|
|
5.51
|
%
|
|
OppenheimerFunds, Inc.
5
|
|
23,564,091
|
|
|
5.32
|
%
|
|
Challenger Limited
6
|
|
18,918,753
|
|
|
4.27
|
%
|
|
Mitsubishi UFJ Financial Group, Inc.
7
|
|
17,015,509
|
|
|
3.84
|
%
|
|
UniSuper Limited
8
|
|
16,822,664
|
|
|
3.80
|
%
|
|
Schroders plc
9
|
|
14,529,189
|
|
|
3.28
|
%
|
|
1
|
BlackRock, Inc most recently became a substantial shareholder on 16 October 2014, and through subsequent sales and purchases currently holds 28,362,694 shares as of 31 December 2019, as reported on a Schedule 13G filed with the SEC on 5 February 2020.
|
|
2
|
AustralianSuper Pty Ltd became a substantial shareholder on 2 September 2019, and through subsequent sales and purchases currently holds 26,555,806 shares as of 6 April 2020, as reported to the Company on 14 April 2020.
|
|
3
|
Commonwealth Bank of Australia and its affiliates most recently became a substantial shareholder on 15 August 2014, and through subsequent sales and purchases currently holds 26,544,061 shares as of 16 March 2020, as reported to the Company on 17 March 2020.
|
|
4
|
The Vanguard Group, Inc. became a substantial shareholder on 17 August 2018, and through subsequent purchases currently holds 24,438,618 shares as of 31 December 2019, as reported on a Schedule 13G filed with the SEC on 10 February 2020.
|
|
5
|
OppenheimerFunds, Inc., more recently became a substantial shareholder on 30 June 2016, with a current holding of 23,564,091 shares, as reported to the Company on 20 July 2016.
|
|
6
|
Challenger Limited became a substantial shareholder on 23 May 2018, and through subsequent purchases currently holds 18,918,753 shares, as reported to the Company on 23 October 2018.
|
|
7
|
Mitsubishi UFJ Financial Group, Inc. became a substantial shareholder on 2 August 2019, and through subsequent sales and purchases currently holds 17,015,509 shares, as reported to the Company on 17 March 2020.
|
|
8
|
UniSuper Limited became a substantial shareholder on 8 October 2019, with a current holding of 16,822,664 shares, as reported to the Company on 9 October 2019.
|
|
9
|
Schroders plc. became a substantial shareholder on 1 June 2015 with a current holding of 14,529,189 shares, as reported to the Company on 21 December 2015 on Form TR-1.
|
|
Name
|
|
CUFS Holdings
|
|
Percentage
|
|
Rank
|
|||
|
HSBC Custody Nominees (Australia) Limited
|
|
142,768,508
|
|
|
32.22
|
%
|
|
1
|
|
|
J P Morgan Nominees Australia Pty Limited
|
|
121,057,329
|
|
|
27.32
|
%
|
|
2
|
|
|
Citicorp Nominees Pty Limited
|
|
37,545,961
|
|
|
8.47
|
%
|
|
3
|
|
|
National Nominees Limited
|
|
29,500,845
|
|
|
6.66
|
%
|
|
4
|
|
|
BNP Paribas Nominees Pty Ltd
|
|
24,178,438
|
|
|
5.46
|
%
|
|
5
|
|
|
BNP Paribas Noms Pty Ltd
|
|
9,442,750
|
|
|
2.13
|
%
|
|
6
|
|
|
Citicorp Nominees Pty Limited
|
|
9,233,752
|
|
|
2.08
|
%
|
|
7
|
|
|
Australia Foundation Investment Company Limited
|
|
4,400,000
|
|
|
0.99
|
%
|
|
8
|
|
|
HSBC Custody Nominees (Australia) Limited
|
|
3,110,035
|
|
|
0.70
|
%
|
|
9
|
|
|
HSBC Custody Nominees (Australia) Limited
|
|
2,644,839
|
|
|
0.60
|
%
|
|
10
|
|
|
HSBC Custody Nominees (Australia) Limited
|
|
1,959,329
|
|
|
0.44
|
%
|
|
11
|
|
|
CS Third Nominees Pty Limited
|
|
1,657,992
|
|
|
0.37
|
%
|
|
12
|
|
|
BNP Paribas Nominees Pty Ltd
|
|
1,403,247
|
|
|
0.32
|
%
|
|
13
|
|
|
Argo Investments Limited
|
|
1,400,000
|
|
|
0.32
|
%
|
|
14
|
|
|
Avanteos Investments Limited
|
|
1,189,145
|
|
|
0.27
|
%
|
|
15
|
|
|
HSBC Custody Nominees (Australia) Limited
|
|
1,145,747
|
|
|
0.26
|
%
|
|
16
|
|
|
AMP Life Limited
|
|
941,439
|
|
|
0.21
|
%
|
|
17
|
|
|
Mutual Trust Pty Ltd
|
|
830,644
|
|
|
0.19
|
%
|
|
18
|
|
|
Netwealth Investments Limited
|
|
814,432
|
|
|
0.18
|
%
|
|
19
|
|
|
Australian Foundation Investment Company Limited
|
|
788,383
|
|
|
0.18
|
%
|
|
20
|
|
|
TOTAL
|
|
396,012,815
|
|
|
89.37
|
%
|
|
|
|
|
2001 Plan
|
|
2001 Equity Incentive Plan
|
|
ADR
|
|
American Depositary Receipt
|
|
ADS
|
|
American Depositary Share
|
|
AFFA
|
|
Amended and Restated Final Funding Agreement, as amended from time to time
|
|
AGM
|
|
Annual General Meeting
|
|
AICF
|
|
Asbestos Injuries Compensation Fund
|
|
ASC
|
|
Accounting Standards Codification
|
|
ASIC
|
|
Australian Securities and Investments Commission
|
|
ASU
|
|
Accounting Standards Update
|
|
ASX
|
|
Australian Securities Exchange
|
|
ATO
|
|
Australian Taxation Office
|
|
CARES Act
|
|
US Coronavirus Aid, Relief, and Economic Security Act
|
|
CCPA
|
|
California Consumer Privacy Act
|
|
CDN
|
|
CHESS Depositary Nominees Pty Ltd
|
|
CEO
|
|
Chief Executive Officer
|
|
CFO
|
|
Chief Financial Officer
|
|
CHESS
|
|
Clearing House Electronic Subregister System
|
|
CHRO
|
|
Chief Human Resources Officer
|
|
Commonwealth
|
|
The Commonwealth of Australia
|
|
CP Plan
|
|
Company Performance Plan
|
|
CUFS
|
|
CHESS Units of Foreign Securities
|
|
EPS
|
|
Earnings Per Share
|
|
ESG
|
|
Environmental, Social and Governance
|
|
FASB
|
|
Financial Accounting Standards Board
|
|
GDPR
|
|
General Data Protection Regulation
|
|
GEM
|
|
Global Exchange Market
|
|
IP Plan
|
|
Individual Performance Plan
|
|
IRS
|
|
United States Internal Revenue Service
|
|
KPMGA
|
|
KPMG Actuarial
|
|
LIBOR
|
|
London Interbank Offered Rate
|
|
LOB
|
|
Limitation on Benefits
|
|
LTI
|
|
Long-Term Incentive
|
|
LTIP
|
|
Long-Term Incentive Plan 2006
|
|
NBSK
|
|
Northern Bleached Softwood Kraft, the Company’s benchmark grade of pulp relative to our US business
|
|
NOLs
|
|
US net operating losses
|
|
NSW
|
|
New South Wales
|
|
NYSE
|
|
New York Stock Exchange
|
|
OSB
|
|
Oriented Strand Board
|
|
PDG
|
|
Primary Demand Growth
|
|
R&D
|
|
Research and Development
|
|
ROCE
|
|
Return on Capital Employed
|
|
RSU
|
|
Restricted Stock Unit
|
|
SEC
|
|
United States Securities and Exchange Commission
|
|
SG&A
|
|
Selling, General and Administrative
|
|
STI
|
|
Short-Term Incentive
|
|
TCJ Act
|
|
US Tax Cuts and Jobs Act
|
|
TSR
|
|
Total Shareholder Return
|
|
Consolidated Statements of Operations
and Comprehensive Income (Loss)
(US GAAP)
|
|
Australian equivalent terminology
|
|
|
|
|
|
Net sales
|
|
Net sales
|
|
Cost of goods sold
|
|
Cost of goods sold
|
|
Gross profit
|
|
Gross profit
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
Selling, general and administrative expenses
|
|
Research and development expenses
|
|
Research and development expenses
|
|
Asbestos adjustments
|
|
Asbestos adjustments
|
|
Operating income (loss)
|
|
EBIT*
|
|
|
|
|
|
Sum of interest expense and interest income
|
|
Net interest income (expense)*
|
|
Other income (expense)
|
|
Other income (expense)
|
|
Income (loss) before income taxes
|
|
Operating profit (loss) before income taxes*
|
|
|
|
|
|
Income tax (expense) benefit
|
|
Income tax (expense) benefit
|
|
|
|
|
|
Net income (loss)
|
|
Net operating profit (loss)*
|
|
|
||
|
*- Represents non-US GAAP descriptions used by Australian companies.
|
||
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
Memorandum of Association of James Hardie Industries plc, as amended (filed as Exhibit 99.4 to the Company’s Report on Form 6-K filed 14 August 2018 (Commission File Number 001-15240) and incorporated by reference herein)
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Articles of Association of James Hardie Industries plc (filed as Exhibit 99.4 to the Company’s Report on Form 6-K filed 14 August 2018 (Commission File Number 001-15240) and incorporated by reference herein)
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Amended and Restated Deposit Agreement, by and among James Hardie Industries plc, Deutsche Bank Trust Company Americas, as depositary, and the holders and beneficial owners of American depositary shares evidenced by American depositary receipts issued thereunder (filed as Exhibit 99.A to the Company’s Registration Statement on Form F-6 filed on 25 September 2014 (Commission File Number 333-198928) and incorporated by reference herein)
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Form of Amendment No. 1 to Amended and Restated Deposit Agreement (filed as Exhibit 99(A)(2) to the Company’s Post-Effective Amendment No. 1 to Form F-6 filed on 03 September 2015 (Commission File Number 333-198928) and incorporated by reference herein)
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Guarantee Trust Deed, dated 19 December 2006, by and between James Hardie Industries N.V. and AET Structured Finance Services Pty Limited (filed as Exhibit 4.12 to the Company’s Post-Effective No. 1 to Form F-4 filed on 17 June 2010 (Commission File Number 333-165531) and incorporated by reference herein)
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Performing Subsidiary Undertaking and Guarantee Trust Deed, dated 19 December 2006, by and between James Hardie 117 Pty Limited and AET Structured Finance Services Pty Limited (filed as Exhibit 4.14 to the Company’s Post-Effective No. 1 to Form F-4 filed on 17 June 2010 (Commission File Number 333-165531) and incorporated by reference herein)
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Intercreditor Deed, dated 19 December 2006, by and among The State of New South Wales, James Hardie Industries N.V., Asbestos Injuries Compensation Fund Limited and AET Structured Finance Services Pty Limited (filed as Exhibit 10.34 to the Company’s Post-Effective No. 1 to Form F-4 filed on 17 June 2010 (Commission File Number 333-165531) and incorporated by reference herein)
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Letter Agreement, dated 21 March 2007, amending the Intercreditor Deed, dated 19 December 2006, by and among The State of New South Wales, James Hardie Industries N.V., Asbestos Injuries Compensation Fund Limited and AET Structured Finance Services Pty Limited (filed as Exhibit 10.35 to the Company’s Post-Effective No. 1 to Form F-4 filed on 17 June 2010 (Commission File Number 333-165531) and incorporated by reference herein)
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Performing Subsidiary Intercreditor Deed, dated 19 December 2006, by and among The State of New South Wales, James Hardie 117 Pty Limited, Asbestos Injuries Compensation Fund Limited and AET Structured Finance Services Pty Limited (filed as Exhibit 10.37 to the Company’s Post-Effective No. 1 to Form F-4 filed on 17 June 2010 (Commission File Number 333-165531) and incorporated by reference herein)
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Letter Agreement, dated 21 March 2007, amending the Performing Subsidiary Intercreditor Deed, dated 19 December 2006, by and among The State of New South Wales, James Hardie 117 Pty Limited, Asbestos Injuries Compensation Fund Limited and AET Structured Finance Services Pty Limited (filed as Exhibit 10.38 to the Company’s Post-Effective No. 1 to Form F-4 filed on 17 June 2010 (Commission File Number 333-165531) and incorporated by reference herein)
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Amending Deed to Guarantee Trust Deed, dated 6 October 2009, by and between James Hardie Industries N.V. and AET Structured Finance Services Pty Limited (filed as Exhibit 2.10 to the Company’s Annual Report on Form 20-F filed on 30 June 2010 (Commission File 001-15240) and incorporated by reference herein)
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Amending Deed to Performing Subsidiary Undertaking and Guarantee Trust Deed, dated 6 October 2009, by and between James Hardie 117 Pty Limited and AET Structured Finance Services Pty Limited (filed as Exhibit 2.12 to the Company’s Annual Report on Form 20-F filed on 30 June 2010 (Commission File 001-15240) and incorporated by reference herein)
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Amending Deed (Intercreditor Deed), dated 23 June 2009, by and among The State of New South Wales, James Hardie Industries N.V., Asbestos Injuries Compensation Fund Limited and AET Structured Finance Services Pty Limited (filed as Exhibit 4.36 to the Company’s Annual Report on Form 20-F filed on 30 June 2010 (Commission File 001-15240) and incorporated by reference herein)
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Exhibit
Number
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Exhibit Description
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Amending Deed (Performing Subsidiary Intercreditor Deed), dated 23 June 2009, by and among The State of New South Wales, James Hardie 117 Pty Limited, Asbestos Injuries Compensation Fund Limited and AET Structured Finance Services Pty Limited (filed as Exhibit 4.39 to the Company’s Annual Report on Form 20-F filed on 30 June 2010 (Commission File 001-15240) and incorporated by reference herein)
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Indenture, dated 13 December 2017, by and among James Hardie International Finance Designated Activity Company, the guarantors named therein and Deutsche Bank Trust Company Americas (filed as Exhibit 2.13 to the Company’s Annual Report on Form 20-F filed on 22 May 2018 (Commission File 001-15240) and incorporated by reference herein)
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Form of 4.750% Senior Note due 2025 (filed as Exhibit 2.14 to the Company’s Annual Report on Form 20-F filed on 22 May 2018 (Commission File 001-15240) and incorporated by reference herein)
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Form of 5.000% Senior Note due 2028 (filed as Exhibit 2.15 to the Company’s Annual Report on Form 20-F filed on 22 May 2018 (Commission File 001-15240) and incorporated by reference herein)
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Amended and Restated Credit and Guaranty Agreement, dated 13 December 2017, by and among James Hardie International Finance Designated Activity Company and James Hardie Building Products Inc., as borrowers, James Hardie International Group Limited and James Hardie Technology Limited, as guarantors, James Hardie Industries plc, as parent, HSBC Bank USA, National Association, as administrative agent, and the other lender parties thereto (filed as Exhibit 2.16 to the Company’s Annual Report on Form 20-F filed on 22 May 2018 (Commission File 001-15240) and incorporated by reference herein)
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364-Day Term Loan and Guaranty Agreement, dated 13 December 2017, by and among James Hardie International Finance Designated Activity Company and James Hardie Building Products Inc., as borrowers, James Hardie International Group Limited and James Hardie Technology Limited, as guarantors, James Hardie Industries plc, as parent, HSBC Bank USA, National Association, as administrative agent, and the other lender parties thereto (filed as Exhibit 2.17 to the Company’s Annual Report on Form 20-F filed on 22 May 2018 (Commission File 001-15240) and incorporated by reference herein)
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Indenture, dated 4 October 2018, among James Hardie International Finance Designated Activity Company, the guarantors listed therein, Deutsche Bank Trust Company Americas, as Trustee and Registrar and Deutsche Bank AG, London Branch, as Paying Agent and Transfer Agent (filed as Exhibit 99.8 to the Company’s Report on Form 6-K filed 8 November 2018 (Commission File Number 001-15240 and incorporated by reference herein)
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Form of 3.625% Senior Notes due 2026 ((filed as Exhibit 99.8 to the Company’s Report on Form 6-k filed 8 November 2018 (Commission File Number 001-15240 and incorporated by reference herein)
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Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934
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Amended and Restated James Hardie Industries SE 2001 Equity Incentive Plan (filed as Exhibit 4.1 to the Company’s Annual Report on Form 20-F filed on 2 July 2012 (Commission File 001-15240) and incorporated by reference herein)
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Amended and Restated James Hardie Industries plc Long Term Incentive Plan 2006 (filed as Exhibit 99.5 to the Company’s Report on Form 6-K filed 14 August 2018 (Commission File Number 001-15240 and incorporated by reference herein)
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Form of Joint and Several Indemnity Agreement among James Hardie N.V., James Hardie (USA) Inc. and certain indemnitees thereto (filed as Exhibit 4.15 to the Company’s Annual Report on Form 20-F filed on 7 July 2005 (Commission File 001-15240) and incorporated by reference herein)
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Form of Joint and Several Indemnity Agreement among James Hardie Industries N.V., James Hardie Inc. and certain indemnitees thereto (filed as Exhibit 4.16 to the Company’s Annual Report on Form 20-F filed on 7 July 2005 (Commission File 001-15240) and incorporated by reference herein)
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Form of Deed of Access, Insurance and Indemnity between James Hardie Industries N.V. and supervisory board directors and managing board directors (filed as Exhibit 4.9 to the Company’s Annual Report on Form 20-F filed on 8 July 2008 (Commission File 001-15240) and incorporated by reference herein)
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Exhibit
Number
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Exhibit Description
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Form of Indemnity Agreement between James Hardie Building Products, Inc. and supervisory board directors, managing board directors and certain executive officers (filed as Exhibit 4.10 to the Company’s Annual Report on Form 20-F filed on 8 July 2008 (Commission File 001-15240) and incorporated by reference herein)
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Form of Irish law-governed Deed of Access, Insurance and Indemnity between James Hardie Industries SE, a European Company registered in Ireland, and its directors, company secretary and certain senior employees thereto (filed as Exhibit 10.10 to the Company’s Registration Statement on Form F-4 filed on 23 June 2009 (Commission File 333-160177) and incorporated by reference herein)
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Form of Deed of Access, Insurance and Indemnity between James Hardie Industries plc, and certain indemnitees thereto (filed as Exhibit 4.9 to the Company’s Annual Report on Form 20-F filed on 21 May 2015 (Commission File 001-15240) and incorporated by reference herein)
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Deed of Release - Unions and Banton, dated 21 December 2005, by and among James Hardie Industries N.V., Australian Council of Trade Unions, Unions New South Wales, and Bernard Douglas Banton (filed as Exhibit 4.23 to the Company’s Annual Report on Form 20-F filed on 29 September 2006 (Commission File 001-15240) and incorporated by reference herein)
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Deed of Release, dated 22 June 2006, by and between James Hardie Industries N.V. and The State of New South Wales (filed as Exhibit 4.25 to the Company’s Annual Report on Form 20-F filed on 29 September 2006 (Commission File 001-15240) and incorporated by reference herein)
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Amended and Restated Final Funding Agreement, dated 21 November 2006, by and among James Hardie Industries N.V., James Hardie 117 Pty Ltd, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of the Asbestos Injuries Compensation Fund (filed as Exhibit 99.4 to the Company’s Report on Form 6-K filed on 05 January 2007 (Commission File 001-15240) and incorporated by reference herein)
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Asbestos Injuries Compensation Fund Amended and Restated Trust Deed, dated 14 December 2006, by and between James Hardie Industries N.V. and Asbestos Injuries Compensation Fund Limited (filed as Exhibit 4.22 to the Company’s Annual Report on Form 20-F filed on 6 July 2007 (Commission File 001-15240) and incorporated by reference herein)
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Second Irrevocable Power of Attorney, dated 14 December 2006, by and between Asbestos Injuries Compensation Fund Limited and The State of New South Wales (filed as Exhibit 4.26 to the Company’s Annual Report on Form 20-F filed on 6 July 2007 (Commission File 001-15240) and incorporated by reference herein)
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Deed of Accession, dated 14 December 2006, by and among Asbestos Injuries Compensation Fund Limited, James Hardie Industries N.V., James Hardie 117 Pty Limited and The State of New South Wales (filed as Exhibit 4.27 to the Company’s Annual Report on Form 20-F filed on 6 July 2007 (Commission File 001-15240) and incorporated by reference herein)
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Amendment to Amended and Restated Final Funding Agreement, dated 6 August 2007, by and among, James Hardie Industries NV, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of the Asbestos Injuries Compensation Fund (filed as Exhibit 4.22 to the Company’s Annual Report on Form 20-F filed on 8 July 2008 (Commission File 001-15240) and incorporated by reference herein)
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Deed Poll, dated 11 June 2008, amendment of the Asbestos Injuries Compensation Fund Amended and Restated Trust Deed (filed as Exhibit 4.27 to the Company’s Annual Report on Form 20-F filed on 8 July 2008 (Commission File 001-15240) and incorporated by reference herein)
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Amendment to Amended and Restated Final Funding Agreement, dated 8 November 2007, by and among, James Hardie Industries NV, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of the Asbestos Injuries Compensation Fund (filed as Exhibit 4.23 to the Company’s Annual Report on Form 20-F filed on 8 July 2008 (Commission File 001-15240) and incorporated by reference herein)
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Exhibit
Number
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Exhibit Description
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Amendment to Amended and Restated Final Funding Agreement, dated 11 June 2008, by and among, James Hardie Industries NV, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of the Asbestos Injuries Compensation Fund (filed as Exhibit 4.24 to the Company’s Annual Report on Form 20-F filed on 8 July 2008 (Commission File 001-15240) and incorporated by reference herein)
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Amended and Restated Final Funding Agreement - Address for Service of Notice on Trustee, dated 13 June 2008 (filed as Exhibit 4.25 to the Company’s Annual Report on Form 20-F filed on 8 July 2008 (Commission File 001-15240) and incorporated by reference herein)
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Amendment to Amended and Restated Final Funding Agreement, dated 17 July 2008, by and among, James Hardie Industries NV, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of the Asbestos Injuries Compensation Fund (filed as Exhibit 10.27 to the Company’s Registration Statement on Form F-4 filed on 23 June 2009 (Commission File 333-160177) and incorporated by reference herein)
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Deed of Confirmation, dated 23 June 2009, by and among James Hardie Industries N.V, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of the Asbestos Injuries Compensation Fund (filed as Exhibit 10.37 to the Company’s Registration Statement on Form F-4/A filed on 10 July 2009 (Commission File 333-160177) and incorporated by reference herein)
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Amending Agreement (Parent Guarantee), dated 23 June 2009, by and among Asbestos Injuries Compensation Fund Limited, The State of New South Wales and James Hardie Industries N.V. (filed as Exhibit 4.30 to the Company’s Annual Report on Form 20-F filed on 30 June 2010 (Commission File 001-15240) and incorporated by reference herein)
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Deed to amend the Amended and Restated Final Funding Agreement and facilitate the Authorized Loan Facility, dated 9 December 2010, by and among James Hardie Industries SE, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of each of the Compensation Funds (filed as Exhibit 4.25 to the Company’s Annual Report on Form 20-F filed on 29 June 2011 (Commission File 001-15240) and incorporated by reference herein)
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AICF facility agreement, dated 9 December 2010, by and among Asbestos Injuries Compensation Fund Limited, ABN 60 Pty Limited, Amaca Pty Ltd, Amaba Pty Ltd and The State of New South Wales (filed as Exhibit 4.40 to the Company’s Annual Report on Form 20-F filed on 29 June 2011 (Commission File 001-15240) and incorporated by reference herein)
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Fixed and Floating Charge, dated 9 December 2010, by and among Asbestos Injuries Compensation Fund Limited, ABN 60 Pty Limited, Amaca Pty Ltd, Amaba Pty Ltd and The State of New South Wales (filed as Exhibit 4.41 to the Company’s Annual Report on Form 20-F filed on 29 June 2011 (Commission File 001-15240) and incorporated by reference herein)
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Deed to amend the Amended and Restated Final Funding Agreement, dated 29 February 2012, by and among James Hardie Industries SE, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of each of the Compensation Funds (filed as Exhibit 4.27 to the Company’s Annual Report on Form 20-F filed on 2 July 2012 (Commission File 001-15240) and incorporated by reference herein)
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Deed to amend the Amended and Restated Final Funding Agreement, dated 28 March 2012, by and among James Hardie Industries SE, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of each of the Compensation Funds (filed as Exhibit 4.28 to the Company’s Annual Report on Form 20-F filed on 2 July 2012 (Commission File 001-15240) and incorporated by reference herein)
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Exhibit
Number
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Exhibit Description
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Summary of Amendments to Amended and Restated Final Funding Agreement, dated 20 December 2013, by and among, James Hardie Industries NV, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of the Asbestos Injuries Compensation Fund (filed as Exhibit 4.37 to the Company’s Annual Report on Form 20-F filed on 26 June 2014 (Commission File 001-15240) and incorporated by reference herein)
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Deed of Amendment, dated 27 February 2015, by and among Asbestos Injuries Compensation Fund Limited, ABN 60 Pty Limited, Amaca Pty Ltd, Amaba Pty Ltd and The State of New South Wales (filed as Exhibit 4.32 to the Company’s Annual Report on Form 20-F filed on 21 May 2015 (Commission File Number 001-15240) and incorporated by reference herein)
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Sale and Purchase Agreement related to XI (DL) Holdings GmbH, dated 7 November 2017, by and among Xella International S.A., as seller, Platin 1391. GmbH (now known as James Hardie Germany GmbH) as purchaser, and James Hardie International Group Limited, as guarantor (filed as Exhibit 4.30 to the Company’s Annual Report on Form 20-F filed on 22 May 2018 (Commission File 001-15240) and incorporated by reference herein)
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Deed of Amendment, Amended and Restated Final Funding Agreement, dated 19 December 2017, by and among James Hardie Industries plc, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee for each of the Compensation Fund (filed as Exhibit 4.31 to the Company’s Annual Report on Form 20-F filed on 22 May 2018 (Commission File 001-15240) and incorporated by reference herein)
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Amendment to Sale and Purchase Agreement, dated 13 December 2017, by and among Xella International S.A., as seller, Platin 1391. GmbH (now known as James Hardie Germany GmbH) as purchaser, and James Hardie International Group Limited, as guarantor (filed as Exhibit 4.32 to the Company’s Annual Report on Form 20-F filed on 22 May 2018 (Commission File 001-15240) and incorporated by reference herein)
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Second Amendment and Accession Agreement to the Sale and Purchase Agreement related to XI (DL) Holdings GmbH, dated 3 April 2018, by and among Xella International S.A., James Hardie Germany GmbH, James Hardie International Group Limited and James Hardie International Finance Designated Activity Company (filed as Exhibit 4.33 to the Company’s Annual Report on Form 20-F filed on 22 May 2018 (Commission File 001-15240) and incorporated by reference herein)
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List of significant subsidiaries of James Hardie Industries plc
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Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Consent of Ernst & Young LLP, independent registered public accounting firm
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Consent of KPMG Actuarial
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101.INS*
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Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
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101.SCH*
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Inline XBRL Taxonomy Extension Schema Document
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101.CAL*
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Inline XBRL Taxonomy Extension Calculation Linkbase Document
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Exhibit
Number
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Exhibit Description
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101.DEF*
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Inline XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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Inline XBRL Taxonomy Extension Labels Linkbase Document
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101.PRE*
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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104*
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Cover Page Interactive Data File (formatted as Inline XBRL and included as part of the Exhibit 101 Inline XBRL Document Set)
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JAMES HARDIE INDUSTRIES plc
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By:
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/s/ JACK TRUONG
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Jack Truong
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Date: 19
May 2020
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Chief Executive Officer
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JAMES HARDIE INDUSTRIES plc
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By:
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/s/ MICHAEL N. HAMMES
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Michael N. Hammes
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Date: 19
May 2020
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Chairman
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|