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23 May 2018 The Manager Company Announcements Office Australian Securities Exchange ... PDF

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Preview 23 May 2018 The Manager Company Announcements Office Australian Securities Exchange ...

James Hardie Industries plc Europa House 2nd Floor, Harcourt Centre Harcourt Street, Dublin 2, Ireland T: +353 (0) 1 411 6924 F: +353 (0) 1 479 1128 23 May 2018 The Manager Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000 Dear Sir/Madam Fiscal Year 2018 Irish Statutory Accounts James Hardie announced today that it has filed the following document relating to fiscal year 2018 with the ASX: ● Irish Statutory Accounts, which will be filed with the Irish Companies Registration Office (CRO). Copies of this document are available on the company’s investor relations website at www.ir.jameshardie.com.au. Shareholders who wish to receive a hard copy of the company’s Irish Statutory Accounts free of charge should contact the company’s Investor relations office on +61 2 8845 3353. Alternatively, shareholders can forward their request by email, including their mailing details, to: [email protected]. Yours faithfully Natasha Mercer Company Secretary James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at Europa House, Harcourt Centre, Harcourt Street, Dublin 2, Ireland. Directors: Michael Hammes (Chairman, USA), Brian Anderson (USA), Russell Chenu (Australia), Andrea Gisle Joosen (Sweden), David Harrison (USA), Persio Lisboa (USA), Alison Littley (United Kingdom), Steven Simms (USA), Rudy van der Meer (Netherlands). Chief Executive Officer and Director: Louis Gries (USA) Company number: 485719 ARBN: 097 829 895 James Hardie Industries plc Irish Statutory Accounts For the Year Ended 31 March 2018 James Hardie Industries plc Directors’ Report and Consolidated Financial Statements For the Year Ended 31 March 2018 FY 2018 Irish Statutory Accounts James Hardie Industries plc Table of Contents Reading this Report ii Directors’ Report 1 Directors’ Responsibilities Statement 6 Appendix to the Directors’ Report 7 Independent Auditor’s Report 8 Consolidated Statements of Operations and Comprehensive Income 15 Consolidated Balance Sheets 16 Consolidated Statements of Cash Flows 17 Consolidated Reconciliation of Movement in Shareholders’ Deficit 18 Notes to Consolidated Financial Statements 19 Glossary of Abbreviations and Terms 32 Forward-Looking Statements 34 Company Balance Sheet 36 Company Statement of Changes in Equity 37 Notes to Company Financial Statements 38 FY 2018 Irish Statutory Accounts i James Hardie Industries plc Reading this Report These Irish Statutory Accounts contain a Directors’ Report and audited consolidated financial statements and accompanying footnote disclosures prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), modified to comply with specific provisions of Irish Company Law for the consolidated entity consisting of James Hardie Industries plc and its direct and indirect wholly-owned subsidiaries and special purpose entity, (collectively referred to as “the Company”). In addition, these Irish Statutory Accounts include the James Hardie Industries plc Company Balance Sheet and related footnotes prepared on the going concern basis under the historical cost convention in accordance with the Companies Act 2014 and Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”). For the year ended 31 March 2018, the Company has included, as an Appendix to the Directors’ Report, its fiscal year 2018 US and Australian Annual Report (“FY2018 Annual Report”). This report has been filed with the US Securities and Exchange Commission (“SEC”) and, except for the exhibits to the FY2018 Annual Report, is included in its entirety as an Appendix to the Directors’ Report. These exhibits can be obtained by accessing the Company’s FY2018 Annual Report on Form 20-F on the SEC’s website at www.sec.gov and on the Investor Relations area of the Company’s website at www.jameshardie.com.au. Disclosures in the Directors’ Report and consolidated financial statements that are duplicative to the FY2018 Annual Report have been cross-referenced to the relevant section(s) in the FY2018 Annual Report. The Independent Auditor’s Report included on pages 8-14 refers solely to the financial statements included in the Irish Statutory Accounts. The Report of Independent Registered Public Accounting Firm included in the FY2018 Annual Report (Appendix to the Directors’ Report) refers solely to the financial statements in the FY2018 Annual Report which were prepared under US GAAP. As such, readers should not rely on the Report of Independent Registered Public Accounting Firm included in the FY2018 Annual Report as it does not relate to the financial statements included in the Irish Statutory Accounts. FY 2018 Irish Statutory Accounts ii James Hardie Industries plc Directors’ Report For the year ended 31 March 2018 The directors present their report and audited consolidated financial statements for the fiscal year ended 31 March 2018 on the consolidated entity of James Hardie Industries plc (“JHI plc”) and its wholly-owned subsidiaries and a special purpose entity. Unless the context indicates otherwise, JHI plc and its direct and indirect wholly-owned subsidiaries and special purpose entity (as of the time relevant to the applicable reference) are collectively referred to as “James Hardie”, the “James Hardie Group” or the “Company”. The directors have elected to prepare the consolidated financial statements in accordance with Section 279 of the Companies Act 2014, which provides that a true and fair view of the assets and liabilities, financial position and profit or loss may be given by preparing the financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), as defined in Section 279(1) of the Companies Act 2014, to the extent that the use of those principles in the preparation of the financial statements does not contravene any provision of the Companies Act 2014 or of any regulations made thereunder. Directors’ Compliance Statement As required by section 225(2) of the Companies Act 2014, the directors acknowledge that they are responsible for the Company's compliance with its relevant obligations (as defined in section 225(1) of the Companies Act 2014). The directors confirm that a “compliance policy statement” (as defined in section 225(3)(a)) has been drawn up, that appropriate arrangements and structures that are, in the directors' opinion, designed to secure material compliance with the company’s relevant obligations have been put in place and that a review of those arrangements and structures has been conducted in the financial year to which this report relates. Audit Committee As required by section 167(3) of the Companies Act 2014, the directors hereby state that the Company has established an audit committee. Principal Activities See “Information on the Company – Business Overview – General Overview of our Business” in Section 1 of the Appendix to this Directors’ Report. Review of the Development and Performance of the Business Trends and Economic Events See “Management’s Discussion and Analysis – Outlook and Trend Information” in Section 2 of the Appendix to this Directors’ Report. Operating Results See “Management’s Discussion and Analysis – Operating Results” in Section 2 of the Appendix to this Directors’ Report. In addition, refer to Note 1 of the consolidated financial statements in relation to the differences arising between the Irish Statutory Accounts and the Appendix to the Directors' Report for the years ended 31 March 2018 and 2017. FY 2018 Irish Statutory Accounts 1 James Hardie Industries plc Directors’ Report (continued) For the year ended 31 March 2018 Liquidity and Capital Allocation See “Management’s Discussion and Analysis – Liquidity and Capital Allocation” subsections “Overview”, “Sources of Liquidity”, “Cash Flow – Year Ended 31 March 2018”, “Borrowings”, “Capital Expenditures”, “Capital Management and Dividends” and “Management’s Discussion and Analysis – Contractual Obligations” in Section 2 of the Appendix to this Directors’ Report. In addition, refer to Note 1 of the consolidated financial statements in relation to the differences arising between the Irish Statutory Accounts and the Appendix to the Directors' Report for the years ended 31 March 2018 and 2017. Principal Risks and Uncertainties See “Risk Factors” in Section 3 of the Appendix to this Directors’ Report. Legal Proceedings See “Legal Proceedings” in Section 3 of the Appendix to this Directors’ Report. Financial Instruments See Financial Instruments in Note 2 to the US GAAP consolidated financial statements in Section 2 of the Appendix to this Directors’ Report and “Quantitative and Qualitative Disclosures About Market Risk” in Section 3 of the Appendix to this Directors’ Report. Research and Development See “Information on the Company - Business Overview - Dependence on Trade Secrets and Research and Development (“R&D”)” in Section 1 of the Appendix to this Directors’ Report. Capital Management and Dividends See Note 16 to the US GAAP consolidated financial statements in Section 2 of the Appendix to this Directors’ Report and “Management’s Discussion Analysis – Liquidity and Capital Allocation – Capital Management and Dividends” in Section 2 of the Appendix to this Directors’ Report. In respect of the share buy-back plan, see Note 8 in the Company financial statements. Results for the Year and Proposed Transfer to Reserves The results for the year are set out in the consolidated statements of operations and comprehensive income on page 15. The balance to be transferred to reserves is US$146.1 million (2017: US$276.5 million) Future Developments See “Management’s Discussion and Analysis – Outlook and Trend Information” in Section 2 of the Appendix to this Directors’ Report. FY 2018 Irish Statutory Accounts 2 James Hardie Industries plc Directors’ Report (continued) For the year ended 31 March 2018 Accounting Records The measures taken by the directors to ensure compliance with the Company’s obligations under Section 281 to 285 of the Companies Act 2014 to keep adequate accounting records are the implementation of necessary policies and procedures for recording transactions, the employment of competent accounting personnel with appropriate expertise and the provision of adequate resources to the financial function. The accounting records are maintained at the Company’s registered office at Second Floor, Europa House, Harcourt Centre, Harcourt Street, Dublin 2. See “Memorandum and Articles of Association – Key Provisions of Our Constitution – Company Books of Accounts” in Section 3 of the Appendix to this Directors’ Report. Important Events Since Year End Dividend Announcement On 22 May 2018, the Company announced an ordinary dividend of US30.0 cents per security with a record date of 7 June 2018 and payment date of 3 August 2018. Acquisition On 3 April 2018, the Company completed its acquisition of German-based XI (DL) Holdings GmbH and its subsidiaries (including, but not limited to, Fermacell GmbH) (collectively, "Fermacell") under the terms of the previously announced Sale and Purchase Agreement with Xella International S.A. Fermacell manufactures and sells gypsum fiber and cement-bonded board primarily in continental Europe. On 7 November 2017, the Company had entered into the Sales and Purchase Agreement with Xella International S.A., whereby the Company agreed to purchase the stock of Fermacell based on an enterprise value of €473.0 million, resulting in 100% ownership of Fermacell. At the closing of the acquisition, the Company funded the closing payment and related fees and expenses with a combination of cash on-hand and a €400.0 million (US$492.4 million based on exchange rate at 3 April 2018) drawdown from the Term Loan Facility. Refer to Note 9 for further details on the Term Loan Facility. The final determination of the purchase price allocation is expected to be completed as soon as practicable after consummation of the acquisition. Due to the limited time between the acquisition date and the filing of this report, it is not practicable for the Company to disclose: (i) the allocation of purchase price to assets acquired and liabilities assumed as of the date of close, and (ii) pro forma revenues and earnings of the combined company for the period ended 31 March 2018. Beginning with the first quarter fiscal year 2019 results, the Company intends to include a European Building Products segment in its report of quarterly results. This new segment will include the on-going James Hardie European Fiber Cement business and the newly acquired Fermacell business. The current International Fiber Cement segment will be renamed Asia Pacific Fiber Cement segment and will include our Australia, New Zealand and Philippines businesses. FY 2018 Irish Statutory Accounts 3 James Hardie Industries plc Directors’ Report (continued) For the year ended 31 March 2018 Directors of the Company See “Board of Directors” in Section 1 of the Appendix to this Directors’ Report for a list of the Company’s directors along with their biographies. Other than James Osborne who ceased to be a non-executive director of the Company on 18 August 2017, Steven Simms who was appointed as an independent non-executive director on 14 May 2017 and Persio Lisboa who was appointed as an independent non-executive director on 2 February 2018, the directors listed served on the Board throughout fiscal year 2018. Disclosure of Information to Auditors As required by section 330 of the Companies Act 2014, the directors who held office at the date of approval of this Directors’ Report confirm that so far as they are each aware, there is no relevant audit information of which the Company’s statutory auditors are unaware and each director has taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Company’s statutory auditors are aware of that information. Going Concern The business activities, together with the factors likely to affect its future development, its financial position, financial risk management objectives, details of its financial instruments and derivative activities, and its exposures to price, credit, liquidity and cash flow risk of the Company are set out in Section 3 of the Appendix to this Directors’ Report. The James Hardie Group has considerable financial resources together with long- term contracts with a number of customers and suppliers across different geographic areas and industries. As a consequence, the directors believe that the James Hardie Group is well placed to manage its business risks successfully despite the current uncertain economic outlook. After making enquiries, the directors have a reasonable expectation that the James Hardie Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts. James Hardie Industries plc (“JHI plc” or the “Parent Company”) was in a net current asset position of US $8.5 million and a net current liability position of US$1.4 million at 31 March 2018 and 2017, respectively. The Parent Company has minimal liabilities other than amounts owed to the Group. These undertakings will not be repaid until all other debts are satisfied. In addition, the Group has US$400.0 million of available unused external loan facilities at 31 March 2018 which the Parent Company can access through an inter- company facility with its Treasury subsidiary. The directors are satisfied that the Parent Company will continue to generate adequate cash to meet all its obligations as they fall due. On this basis, and after making inquiries, the directors have reasonable expectations that the Parent Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Parent Company continues to adopt the going concern assumption in preparing the financial statements. These financial statements do not include any adjustments to the carrying amount or classification of assets and liabilities that would result if the Parent Company were unable to continue as a going concern. Directors’ and Secretary’s Interests No director, the Company Secretary nor any member of their immediate family had any interest in shares or debentures of any subsidiary. The interests of the executive director (Mr Louis Gries) and non-executive directors in the ordinary share capital of the Company at the beginning (or date of appointment if later) and end of fiscal year 2018 are set out in “Remuneration – Share Ownership and Stock Based Compensation FY 2018 Irish Statutory Accounts 4 James Hardie Industries plc Directors’ Report (continued) For the year ended 31 March 2018 Arrangements” in Section 1 of the Appendix to this Directors’ Report. The non-executive directors had no options or restricted stock units at the beginning and end of fiscal year 2018. The interests of Ms Mercer, the Company Secretary, in the ordinary share capital of the Company was 110 shares, nil options and 5,725 RSUs at 31 March 2018 and 110 shares, nil options and 5,622 RSUs at 31 March 2017. Political Donations No political contributions that require disclosure under Irish law were made during fiscal year 2018. Subsidiary Companies Information regarding subsidiary undertakings is provided in Note 29 to the consolidated financial statements. Branches As of 31 March 2018, the Company does not operate any branches outside of Ireland. Annual General Meeting The Annual General Meeting of the Company will be held on 10 August 2018 at James Hardie’s Corporate Headquarters in Dublin, Ireland. Auditors The auditors Ernst & Young, Chartered Accountants, are willing to continue in office and a resolution authorising the directors to fix their remuneration will be submitted at the Annual General Meeting. On behalf of the Directors /s/ Michael Hammes /s/ Brian Anderson Michael Hammes Brian Anderson May 22, 2018 FY 2018 Irish Statutory Accounts 5

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these Irish Statutory Accounts include the James Hardie Industries plc .. to ensure that the financial statements of the Group are prepared in
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