James Hardie Industries : 2021 (PDF, 1.7 Mb)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

• REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

• ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended 31 March 2021

OR

• TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

• SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to

Commission file number 1-15240

JAMES HARDIE INDUSTRIES plc

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant's name into English)

Ireland

(Jurisdiction of incorporation or organization)

Europa House, 2nd Floor

Harcourt Centre

Harcourt Street, Dublin 2, D02, WR20, Ireland

(Address of principal executive offices)

Joseph C. Blasko

General Counsel & Company Secretary
(Contact name)
353 1411 6924 (Telephone)	353 1479 1128 (Facsimile)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class:		Trading	Name of each exchange
	Symbol:	on which registered:
Common stock, represented by CHESS Units of Foreign Securities		JHX	New York Stock Exchange*
CHESS Units of Foreign Securities		JHX	New York Stock Exchange*
American Depositary Shares, each representing one unit of CHESS Units of Foreign	JHX	New York Stock Exchange
Securities

• 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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Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the Annual Report: 444,288,874 shares of common stock at 31 March 2021

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No

Note - Checking the box will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes

• No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definition of "large accelerated filer," "accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☒
Accelerated filer	☐
Non-accelerated filer	☐
Emerging growth company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

• The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after 5 April 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's

assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report	☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP	☒
International Financial Reporting Standards as issued by the International Accounting	☐
Standards Board
Other	☐

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: ☐ Item 17 ☐ Item 18

If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2 of the Exchange Act).

☐ Yes ☒ No

2021

ANNUAL REPORT ON FORM 20-F

Table of Contents

	James Hardie 2021 Annual Report on Form 20-F	i
TABLE OF CONTENTS
		Page(s)
	Form 20-FCross-Reference Index	ii
	Section 1	1
	Introduction	1
	Information on the Company	2
	History and Development of the Company	2
	Business Overview	4
	Organizational Structure	10
	Property, Plants and Equipment	11
	Directors, Senior Management and Employees	14
	James Hardie Executive Team	14
	Board of Directors	19
	Remuneration Report	27
	Corporate Governance Report	66
	Section 2	90
	Reading this Report	90
	Management's Discussion and Analysis	91
	Consolidated Financial Statements	108
	Notes to Consolidated Financial Statements	115
	Remuneration of Independent Registered Public Accounting Firm	152
	Section 3	153
	Risk Factors	153
	Legal Proceedings	166
	Controls and Procedures	168
	Employees	170
	Listing Details	170
	Constitution	173
	Material Contracts	173
	Exchange Controls	173
	Taxation	173
	Quantitative and Qualitative Disclosures About Market Risk	182
	Section 4	185
	SHARE/CHESS Units of Foreign Securities Information	185
	Glossary of Abbreviations and Definitions	187
	Exhibit List	193
	Signatures	200

Table of Contents

	James Hardie 2021 Annual Report on Form 20-F	ii
FORM 20-F CROSS REFERENCE
		Page(s)
	PART 1
	Item 1. Identity of Directors, Senior Management and Advisers	Not applicable
	Item 2. Offer Statistics and Expected Timetable	Not applicable
	Item 3. Key Information
	A. [Reserved]	Not applicable
	B. Capitalization and Indebtedness	Not applicable
	C. Reasons for the Offer and Use of Proceeds	Not applicable
	D. Risk Factors	153-165
	Item 4. Information on the Company
	A. History and Development of the Company	2-3; 13; 181
	B. Business Overview	4-9
	C. Organizational Structure	3; 10
	D. Property, Plants and Equipment	11-13; 105
	Item 4A. Unresolved Staff Comments	None
	Item 5. Operating and Financial Review and Prospects
	A. Operating Results	96-103
	B. Liquidity and Capital Resources	103-106
	C. Research and Development, Patents and Licenses, etc.	8-9
	D. Trend Information	106-107
	E. Critical Accounting Estimates	92-95
	Item 6. Directors, Senior Management and Employees
	A. Directors and Senior Management	14-26
	B. Compensation	27-65
	C. Board Practices	19-26;66-89
	D. Employees	170
	E. Share Ownership	53-56;61-65
	Item 7. Major Shareholders and Related Party Transactions
	A. Major Shareholders	185-186
	B. Related Party Transactions	80
	C. Interests of Experts and Counsel	Not Applicable
	Item 8. Financial Information
	A. Consolidated Statements and Other Financial Information	108-151; 173
	B. Significant Changes	None
	Item 9. The Offer and Listing
	A. Offer and Listing Details	170-172
	B. Plan of Distribution	Not Applicable
	C. Markets	170-171
	D. Selling Shareholders	Not Applicable
	E. Dilution	Not Applicable
	F. Expenses of the Issue	Not Applicable