Exhibit 99.5

James Hardie Industries plc

Consolidated Financial Statements

as of and for the Year Ended 31 March 2015

 

F-1


James Hardie Industries plc

Index

 

 

  Page  

Report of Independent Auditors

  F-3   

Consolidated Balance Sheets as of 31 March 2015 and 2014

  F-4   

Consolidated Statements of Operations and Comprehensive Income for the Years Ended 31 March 2015, 2014 and 2013

  F-5   

Consolidated Statements of Cash Flows for the Years Ended 31 March 2015, 2014 and 2013

  F-6   

Consolidated Statements of Changes in Shareholders’ (Deficit) Equity for the Years Ended 31  March 2015, 2014 and 2013

  F-7   

Notes to Consolidated Financial Statements

  F-8   

 

F-2


Independent Auditors Report

The Board of Directors and Shareholders of

James Hardie Industries plc

We have audited the accompanying consolidated balance sheets of James Hardie Industries plc as of 31 March 2015 and 2014, and the related consolidated statements of operations and comprehensive income, changes in shareholders’ (deficit) equity, and cash flows for each of the three years in the period ended 31 March 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of James Hardie Industries plc at 31 March 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended 31 March 2015, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young

Irvine, California

21 May 2015

 

F-3


James Hardie Industries plc

Consolidated Balance Sheets

 

 

  (Millions of US dollars)  
   31 March
2015
  31 March
2014
 

Assets

Current assets:

Cash and cash equivalents

 $ 67.0       $ 167.5     

Restricted cash and cash equivalents

  5.0        3.2     

Restricted cash and cash equivalents - Asbestos

  22.0        60.2     

Restricted short-term investments - Asbestos

  -        0.1     

Accounts and other receivables, net of allowance for doubtful accounts of US$0.8 million and US$1.0 million as of 31 March 2015 and 31 March 2014, respectively

  133.3        139.2     

Inventories

  218.0        186.5     

Prepaid expenses and other current assets

  24.3        32.0     

Insurance receivable - Asbestos

  16.7        28.0     

Workers’ compensation - Asbestos

  4.5        4.3     

Deferred income taxes

  17.3        21.6     

Deferred income taxes - Asbestos

  15.9        16.5     
  

 

 

    

 

 

 

Total current assets

  524.0        659.1     

Restricted cash and cash equivalents

  -        1.8     

Property, plant and equipment, net

  880.1        702.8     

Insurance receivable - Asbestos

  161.9        198.1     

Workers’ compensation - Asbestos

  45.5        47.6     

Deferred income taxes

  12.9        11.7     

Deferred income taxes - Asbestos

  389.3        455.2     

Other assets

  30.8        27.7     
  

 

 

    

 

 

 

Total assets

 $ 2,044.5       $ 2,104.0     
  

 

 

    

 

 

 

Liabilities and Shareholders’ Equity

Current liabilities:

Accounts payable and accrued liabilities

 $ 149.6       $ 142.0     

Short-term debt - Asbestos

  13.6        47.0     

Dividends payable

  -        124.6     

Accrued payroll and employee benefits

  60.6        55.4     

Accrued product warranties

  8.9        7.7     

Income taxes payable

  1.8        5.4     

Asbestos liability

  131.6        134.5     

Workers’ compensation - Asbestos

  4.5        4.3     

Other liabilities

  7.3        20.4     
  

 

 

    

 

 

 

Total current liabilities

  377.9        541.3     

Long-term debt

  397.5        -     

Deferred income taxes

  88.9        93.0     

Accrued product warranties

  26.3        23.7     

Asbestos liability

  1,290.0        1,571.7     

Workers’ compensation - Asbestos

  45.5        47.6     

Other liabilities

  21.0        25.7     
  

 

 

    

 

 

 

Total liabilities

  2,247.1        2,303.0     
  

 

 

    

 

 

 

Commitments and contingencies (Note 13)

Shareholders’ equity:

Common stock, Euro 0.59 par value, 2.0 billion shares authorised; 445,680,673 shares issued at 31 March 2015 and 445,033,502 shares issued at 31 March 2014

  231.2        230.6     

Additional paid-in capital

  153.2        139.7     

Accumulated deficit

  (586.6)       (602.4)    

Accumulated other comprehensive (loss) income

  (0.4)       33.1     
  

 

 

    

 

 

 

Total shareholders’ deficit

  (202.6)       (199.0)    
  

 

 

    

 

 

 

Total liabilities and shareholders’ deficit

 $     2,044.5       $     2,104.0     
  

 

 

    

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-4


James Hardie Industries plc

Consolidated Statements of Operations and Comprehensive Income

 

 

  Years Ended 31 March  
(Millions of US dollars, except per share data) 2015   2014   2013  

 

 

Net sales

 $ 1,656.9       $ 1,493.8       $ 1,321.3     

Cost of goods sold

  (1,078.1)       (987.4)       (902.0)    
  

 

 

    

 

 

    

 

 

 

Gross profit

  578.8        506.4        419.3     

Selling, general and administrative expenses

  (245.5)       (224.4)       (218.6)    

Research and development expenses

  (31.7)       (33.1)       (37.2)    

Asset impairments

  -        -        (16.9)    

Asbestos adjustments

  33.4        (195.8)       (117.1)    
  

 

 

    

 

 

    

 

 

 

Operating income

  335.0        53.1        29.5     

Interest expense

  (9.8)       (4.5)       (5.5)    

Interest income

  2.3        3.4        7.9     

Other (expense) income

  (4.9)       2.6        1.8     
  

 

 

    

 

 

    

 

 

 

Income before income taxes

  322.6        54.6        33.7     

Income tax (expense) benefit

  (31.3)       44.9        11.8     
  

 

 

    

 

 

    

 

 

 

Net income

 $ 291.3       $ 99.5       $ 45.5     
  

 

 

    

 

 

    

 

 

 

Income per share - basic:

  Basic

 $ 0.65       $ 0.22       $ 0.10     

Diluted

 $ 0.65       $ 0.22       $ 0.10     

Weighted average common shares outstanding (Millions):

  Basic

  445.0        442.6        439.2     

Diluted

  446.4        444.6        440.6     

Comprehensive income, net of tax:

Net income

 $ 291.3       $ 99.5       $ 45.5     

Unrealized gain on investments

  -        -        0.9     

Cash flow hedges

  (0.6)       0.9        -     

Currency translation adjustments

  (32.9)       (15.2)       (2.9)    
  

 

 

    

 

 

    

 

 

 

Comprehensive income:

 $ 257.8       $ 85.2       $ 43.5     
  

 

 

    

 

 

    

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-5


James Hardie Industries plc

Consolidated Statements of Cash Flows

 

 

     Years Ended 31 March  
(Millions of US dollars)    2015      2014      2013  

Cash Flows From Operating Activities

        

Net income

    $ 291.3          $ 99.5          $ 45.5     

Adjustments to reconcile net income to net cash provided by operating activities

        

Depreciation and amortization

     70.9           61.4           61.2     

Deferred income taxes

     (37.4)          (70.7)          (52.8)    

Stock-based compensation

     9.2           8.5           7.0     

Asbestos adjustments

     (33.4)          195.8           117.1     

Asset impairments

     -             -             16.9     

Tax benefit from stock options exercised

     (1.4)          (5.6)          (3.5)    

Changes in operating assets and liabilities:

        

Restricted cash and cash equivalents

     107.8           99.9           224.7     

Restricted short-term investments - Asbestos

     0.2           6.3           (0.1)    

Payment to AICF

     (113.0)          -             (184.1)    

Accounts and other receivables

     (5.1)          4.9           (10.6)    

Inventories

     (38.5)          (22.1)          8.0     

Prepaid expenses and other assets

     9.2           3.5           8.8     

Insurance receivable - Asbestos

     29.1           25.7           36.8     

Accounts payable and accrued liabilities

     30.8           48.5           (40.4)    

Asbestos liability

     (136.7)          (133.6)          (127.6)    

Other accrued liabilities

     (3.5)          0.8           2.4     
  

 

 

    

 

 

    

 

 

 

Net cash provided by operating activities

    $ 179.5          $ 322.8          $ 109.3     
  

 

 

    

 

 

    

 

 

 

Cash Flows From Investing Activities

        

Purchases of property, plant and equipment

    $ (276.2)         $ (115.4)         $ (61.1)    

Proceeds from sale of property, plant and equipment

     -             0.7           1.4     

Capitalized interest

     (1.7)          -             -       

Acquisition of business

     -             (4.1)          -       
  

 

 

    

 

 

    

 

 

 

Net cash used in investing activities

    $ (277.9)         $ (118.8)         $ (59.7)    
  

 

 

    

 

 

    

 

 

 

Cash Flows From Financing Activities

        

Proceeds from long-term borrowings

    $ 717.0           -            $ 330.0     

Repayments of long-term borrowings

     (642.0)          -             (330.0)    

Proceeds from senior unsecured notes, net of deferred financing fees

     314.1           -             -       

Proceeds from issuance of shares

     4.1           29.3           26.3     

Tax benefit from stock options exercised

     1.4           5.6           3.5     

Common stock repurchased and retired

     (9.1)          (22.1)          -       

Dividends paid

     (390.1)          (199.1)          (188.5)    
  

 

 

    

 

 

    

 

 

 

Net cash used in financing activities

    $ (4.6)         $ (186.3)         $ (158.7)    
  

 

 

    

 

 

    

 

 

 

Effects of exchange rate changes on cash

    $ 2.5          $ (3.9)         $ (2.6)    
  

 

 

    

 

 

    

 

 

 

Net (decrease) increase in cash and cash equivalents

     (100.5)          13.8           (111.7)    

Cash and cash equivalents at beginning of period

     167.5           153.7           265.4     
  

 

 

    

 

 

    

 

 

 

Cash and cash equivalents at end of period

    $         67.0          $       167.5          $       153.7     
  

 

 

    

 

 

    

 

 

 

Components of Cash and Cash Equivalents

        

Cash at bank and on hand

    $ 60.0          $ 70.9          $ 55.5     

Short-term deposits

     7.0           96.6           98.2     
  

 

 

    

 

 

    

 

 

 

Cash and cash equivalents at end of period

    $ 67.0          $ 167.5          $ 153.7     
  

 

 

    

 

 

    

 

 

 

Supplemental Disclosure of Cash Flow Activities

        

Cash paid during the year for interest, net of amounts capitalized

    $ 4.6          $ -            $ 0.1     

Cash paid during the year for income taxes, net

    $ 35.6          $ 11.6          $ 83.3     

The accompanying notes are an integral part of these consolidated financial statements.

 

F-6


James Hardie Industries plc

Consolidated Statements of Changes in Shareholders’ (Deficit) Equity

 

 

(Millions of US dollars) Common
Stock
  Additional
Paid-in
Capital
  Accumulated
Deficit
  Treasury
Stock
  Accumulated
Other
Comprehensive
Income (Loss)
  Total  

Balances as of 31 March 2012

  $ 224.0        $ 67.6        $ (214.6)       $ -        $ 49.4        $ 126.4     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net income

  -        -        45.5        -        -        45.5     

Other comprehensive loss

  -        -        -        -        (2.0)       (2.0)    

Stock-based compensation

  0.6        6.4        -        -        -        7.0     

Tax benefit from stock options exercised

  -        3.5        -        -        -        3.5     

Equity awards exercised

  2.7        23.6        -        -        -        26.3     

Dividends declared

  -        -        (188.5)       -        -        (188.5)    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Balances as of 31 March 2013

  $ 227.3        $ 101.1        $ (357.6)       $ -        $ 47.4        $ 18.2     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Income

  -        -        99.5        -        -        99.5     

Other comprehensive loss

  -        -        -        -        (14.3)       (14.3)    

Stock-based compensation

  1.0        7.5        -        -        -        8.5     

Tax benefit from stock options exercised

  -        5.6        -        -        -        5.6     

Equity awards exercised

  3.3        26.0        -        -        -        29.3     

Dividends declared

  -        -        (323.7)       -        -        (323.7)    

Treasury stock purchased

  -        -        -           (22.1)       -        (22.1)    

Treasury stock retired

  (1.0)       (0.5)       (20.6)       22.1        -        -     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Balances as of 31 March 2014

  $    230.6        $ 139.7        $ (602.4)       $ -        $ 33.1        (199.0)    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Income

  -        -        291.3        -        -        291.3     

Other comprehensive loss

  -        -        -        -        (33.5)       (33.5)    

Stock-based compensation

  0.6        8.6        -        -        -        9.2     

Tax benefit from stock options exercised

  -        1.4        -        -        -        1.4     

Equity awards exercised

  0.4        3.7        -        -        -        4.1     

Dividends declared

  -        -        (267.0)       -        -        (267.0)    

Treasury stock purchased

  -        -        -        (9.1)       -        (9.1)    

Treasury stock retired

  (0.4)       (0.2)       (8.5)       9.1        -        -     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Balances as of 31 March 2015

  $ 231.2        $ 153.2        $ (586.6)       $ -        $ (0.4)       $    (202.6)    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-7


James Hardie Industries plc

Notes to Consolidated Financial Statements

 

 

 

1.   Background and Basis of Presentation

On 15 October 2012, James Hardie Industries was transformed from an Irish Societas Europaea (“SE”) to an Irish public limited company (“plc”) and has since operated under the name of James Hardie Industries plc.

Nature of Operations

James Hardie Industries plc (formerly James Hardie Industries SE) manufactures and sells fibre cement building products for interior and exterior building construction applications, primarily in the United States, Canada, Australia, New Zealand, the Philippines and Europe.

Basis of Presentation

The consolidated financial statements represent the financial position, results of operations and cash flows 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 consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The US dollar is used as the reporting currency.

2.   Summary of Significant Accounting Policies

Reclassifications

Certain prior year balances have been reclassified to conform to the current year presentation. The reclassifications do not impact shareholders’ equity (deficit).

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of James Hardie Industries plc, its wholly-owned subsidiaries and a variable interest entity (“VIE”). All intercompany balances and transactions have been eliminated in consolidation.

A VIE is an entity that is evaluated for consolidation using more than a simple analysis of voting control. The analysis is based on (i) what party has the power to direct the most significant activities of the VIE that impact its economic performance, and (ii) what party has rights to receive benefits or is obligated to absorb losses that are significant to the VIE. The analysis of the party that consolidates a VIE is a continual assessment.

In February 2007, the Company’s shareholders approved the Amended and Restated Final Funding Agreement (the “AFFA”), an agreement pursuant to which the Company provides long-term funding to Asbestos Injuries Compensation Fund (“AICF”), a special purpose fund that provides compensation for Australian-related personal injuries for which certain former subsidiary companies of James Hardie in Australia (being Amaca Pty Ltd (“Amaca”), Amaba Pty Ltd (“Amaba”) and ABN 60 Pty Limited (“ABN

 

F-8


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

60”) (collectively, the “Former James Hardie Companies”)) are found liable. JHI plc owns 100% of James Hardie 117 Pty Ltd (the “Performing Subsidiary”), which, under the terms of the AFFA, has an obligation to make payments to AICF on an annual basis subject to the provisions of the AFFA. JHI plc guarantees the Performing Subsidiary’s obligation. Additionally, the Company appoints three AICF directors and the New South Wales (“NSW”) Government appoints two AICF directors.

Although the Company has no ownership interest in AICF, for financial reporting purposes the Company consolidates AICF as a VIE as defined under US GAAP due to its pecuniary and contractual interests in AICF as a result of the funding arrangements outlined in the AFFA. The Company’s consolidation of AICF results in certain assets and liabilities being recorded on its consolidated balance sheets and certain income and expense transactions being recorded in the consolidated statements of operations and comprehensive income. These items are Australian dollar-denominated and are subject to translation into US dollars at each reporting date.

For the fiscal years ended 31 March 2015 and 2014, the Company did not provide financial or other support to AICF that it was not previously contractually required to provide.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Foreign Currency Translation

All assets and liabilities are translated into US dollars at current exchange rates while revenues and expenses are translated at average exchange rates in effect for the period. The effects of foreign currency translation adjustments are included directly in other comprehensive income in shareholders’ equity. Gains and losses arising from foreign currency transactions are recognized in income currently.

The Company has recorded on its balance sheet certain assets and liabilities, including asbestos-related assets and liabilities under the terms of the AFFA, that are denominated in Australian dollars and subject to translation into US dollars at each reporting date.

Unless otherwise noted, the exchange rates used to convert Australian dollar denominated amounts into US dollars in the consolidated financial statements are as follows:

 

      31 March      
(US$1 = A$) 2015   2014   2013  

Assets and liabilities

  1.3096      1.0845      0.9597   

Statements of operations

  1.1419      1.0716      0.9694   

Cash flows - beginning cash

  1.0845      0.9597      0.9614   

Cash flows - ending cash

  1.3096      1.0845      0.9597   

Cash flows - current period movements

  1.1419      1.0716      0.9694   

 

F-9


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents generally relate to amounts subject to letters of credit with insurance companies, which restrict the cash from use for general corporate purposes.

Inventories

Inventories are valued at the lower of cost or market. Cost is generally determined under the first-in, first-out method, except that the cost of raw materials and supplies is determined using actual or average costs. Cost includes the costs of materials, labor and applied factory overhead. On a regular basis, the Company evaluates its inventory balances for excess quantities and obsolescence by analyzing demand, inventory on hand, sales levels and other information. Based on these evaluations, inventory costs are written off, if necessary.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Property, plant and equipment of businesses acquired are recorded at their estimated fair value at the date of acquisition. Depreciation of property, plant and equipment is computed using the straight-line method over the following estimated useful lives:

 

   Years    

Buildings

  40     

Building improvements

  5 to 40     

Manufacturing machinery

  10 to 20     

General equipment

  5 to 10     

Computer equipment, software, and software development

  3 to 7     

Office furniture and equipment

  3 to 10     

Depreciation and Amortization

The Company records depreciation and amortization under both cost of goods sold and selling, general and administrative expenses, depending on the asset’s business use. All depreciation and amortization related to plant building, machinery and equipment is recorded in cost of goods sold.

Impairment of Long-Lived Assets

Long-lived assets, such as property, plant and equipment, are evaluated each quarter for events or changes in circumstances that indicate that an asset might be impaired because the carrying amount of the asset may not be recoverable. These include, without limitation, a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used, a current period operating or cash flow loss combined with a history of operating or cash flow losses, a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group and/or a current expectation that it is more likely than not that a long lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

 

F-10


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

When such indicators of potential impairment are identified, recoverability is tested by grouping long-lived assets that are used together and represent the lowest level for which cash flows are identifiable and distinct from the cash flows of other long-lived assets, which is typically at the production line or plant facility level, depending on the type of long-lived asset subject to an impairment review.

Recoverability is measured by a comparison of the carrying amount of the asset group to the estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount exceeds the estimated undiscounted future cash flows, an impairment charge is recognized at the amount by which the carrying amount exceeds the estimated fair value of the asset group.

The methodology used to estimate the fair value of the asset group is based on a discounted cash flow analysis that considers the asset group’s highest and best use that would maximize the value of the asset group. In addition, the estimated fair value of an asset group also considers, to the extent practicable, a market participant’s expectations and assumptions in estimating the fair value of the asset group. If the estimated fair value of the asset group is less than the carrying value, an impairment loss is recognized at an amount equal to the excess of the carrying value over the estimated fair value of the asset group.

See Note 7 for additional information.

Accrued Product Warranties

An accrual for estimated future warranty costs is recorded based on an analysis by the Company, which includes the historical relationship of warranty costs to installed product at an estimated remediation cost per standard foot. Based on this analysis and other factors, the adequacy of the Company’s warranty provisions is adjusted as necessary.

Debt

The Company’s debt consists of senior unsecured notes, bilateral credit facilities and the AICF loan facility. The senior unsecured notes are recorded at cost net of the original issue discount. The related original issue discount and the borrowing costs are amortized over the term of the borrowing using the effective interest method. The term bilateral credit facilities are recorded at cost. The AICF loan facility is discussed later in this footnote under Asbestos-related Accounting Policies. Debt is presented as current if the liability is due to be settled within 12 months after the balance sheet date. See Note 13 for the Company’s fair value considerations.

Environmental Remediation and Compliance Expenditures

Environmental remediation and compliance expenditures that relate to current operations are expensed or capitalized, as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable and the costs can be reasonably estimated. Estimated liabilities are not discounted to present value. Generally, the timing of these accruals coincides with completion of a feasibility study or the Company’s commitment to a formal plan of action.

 

F-11


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Revenue Recognition

The Company recognizes revenue when the risks and obligations of ownership have been transferred to the customer, which generally occurs at the time of delivery to the customer. The Company records estimated reductions in sales for customer rebates and discounts including volume, promotional, cash and other discounts. Rebates and discounts are recorded based on management’s best estimate when products are sold. The estimates are based on historical experience for similar programs and products. Management reviews these rebates and discounts on an ongoing basis and the related accruals are adjusted, if necessary, as additional information becomes available.

A portion of the Company’s revenue is made through distributors under a Vendor Managed Inventory (“VMI”) agreement whereby revenue is recognized upon the transfer of title and risk of loss.

Advertising

The Company expenses the production costs of advertising the first time the advertising takes place. Advertising expense was US$11.5 million, US$9.5 million and US$8.9 million during the years ended 31 March 2015, 2014 and 2013, respectively. Advertising expense is included in the line item Selling, general and administrative expenses on the consolidated statements of operations and comprehensive income.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Under this method, deferred income taxes are recognized by applying enacted statutory rates applicable to future years to differences between the tax bases and financial reporting amounts of existing assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that all or some portion of deferred tax assets will not be realized. Interest and penalties related to uncertain tax positions are recognized in Income tax expense on the consolidated statements of operations and comprehensive income.

Financial Instruments

The Company calculates the fair value of financial instruments and includes this additional information in the notes to the consolidated financial statements when the fair value is different from the carrying value of those financial instruments. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Periodically, interest rate swaps, commodity swaps and forward exchange contracts are used to manage market risks and reduce exposure resulting from fluctuations in interest rates, commodity prices and foreign currency exchange rates. Where such contracts are designated as, and are effective as, a hedge, changes in the fair value of derivative instruments designated as cash flow hedges are deferred and recorded in other comprehensive income. These deferred gains or losses are recognized in income when the transactions being hedged are recognized. The ineffective portion of these hedges is recognized in income currently. Changes in the fair value of derivative instruments that are not designated as hedges for accounting purposes are recognized in income. The Company does not use derivatives for trading purposes. Readers are referred to Note 12 for discussion on financial instruments.

 

F-12


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Stock-based Compensation

Stock-based compensation expense represents the estimated fair value of equity-based and liability-classified awards granted to employees, adjusted for estimated forfeitures, and recognized as an expense over the vesting period. Stock-based compensation expense is included in the line item Selling, general and administrative expenses on the consolidated statements of operations and comprehensive income.

Equity awards with vesting based solely on a service condition are typically subject to graded vesting, in that the awards vest 25% after the first year, 25% after the second year and 50% after the third year. For equity awards subject to graded vesting, the Company has elected to use the accelerated recognition method. Accordingly, each vesting tranche is valued separately, and the recognition of stock-based compensation expense is more heavily weighted earlier in the vesting period. Stock-based compensation expense for equity awards that are subject to performance or market vesting conditions are typically recognized ratably over the vesting period. The Company issues new shares to award recipients upon exercise of stock options or when the vesting condition for restricted stock units has been satisfied.

The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model.

For restricted stock units subject to a service vesting condition, the fair value is equal to the market value of the Company’s common stock on the date of grant, adjusted for the fair value of estimated dividends as the restricted stock holder is not entitled to dividends over the vesting period. For restricted stock units subject to a scorecard performance vesting condition, the fair value is adjusted for changes in JHI plc’s common stock price at each balance sheet date until the end of the performance period. For restricted stock units subject to a market vesting condition, the fair value is estimated using a Monte Carlo Simulation.

Compensation expense recognized for liability-classified awards are based on the fair market value of JHI plc’s common stock on the date of grant and recorded as a liability. The liability is adjusted for subsequent changes in JHI plc’s common stock price at each balance sheet date.

Earnings Per Share

The Company discloses basic and diluted earnings per share (“EPS”). Basic EPS is calculated using net income divided by the weighted average number of common shares outstanding during the period. Diluted EPS is similar to basic EPS except that the weighted average number of common shares outstanding is increased to include the number of additional common shares calculated using the Treasury Method that would have been outstanding if the dilutive potential common shares, such as stock options and restricted stock units (“RSU’s”), had been issued.

 

F-13


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Accordingly, basic and dilutive common shares outstanding used in determining net income per share are as follows:

 

  Years Ended 31 March  

(Millions of shares)

  2015      2014      2013   

Basic common shares outstanding

  445.0      442.6      439.2   

Dilutive effect of stock awards

  1.4      2.0      1.4   
  

 

 

    

 

 

    

 

 

 

Diluted common shares outstanding

      446.4          444.6          440.6   
  

 

 

    

 

 

    

 

 

 

(US dollars)

  2015      2014      2013   

Net income per share - basic

$ 0.65    $ 0.22    $ 0.10   

Net income per share - diluted

$ 0.65    $ 0.22    $ 0.10   

Potential common shares of 1.7 million, 1.9 million and 4.4 million for the years ended 31 March 2015, 2014 and 2013, respectively, have been excluded from the calculation of diluted common shares outstanding because the effect of their inclusion would be anti-dilutive.

Unless they are anti-dilutive, RSU’s which vest solely based on continued employment are considered to be outstanding as of their issuance date for purposes of computing diluted EPS and are included in the calculation of diluted EPS using the Treasury Method. Once these RSUs vest, they are included in the basic EPS calculation on a weighted-average basis.

RSUs which vest based on performance or market conditions are considered contingent shares. At each reporting date prior to the end of the contingency period, the Company determines the number of contingently issuable shares to include in the diluted EPS, as the number of shares that would be issuable under the terms of the RSU arrangement, if the end of the reporting period were the end of the contingency period. Once these RSUs vest, they are included in the basic EPS calculation on a weighted-average basis.

 

F-14


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Asbestos-related Accounting Policies

Asbestos Liability

The amount of the asbestos liability has been recognized by reference to (but not exclusively based upon) the most recent actuarial estimate of projected future cash flows as calculated by KPMG Actuarial Pty Ltd (“KPMGA”), who are engaged and appointed by AICF under the terms of the AFFA. Based on their assumptions, KPMGA arrived at a range of possible total future cash flows and calculated a central estimate, which is intended to reflect a probability-weighted expected outcome of those actuarially estimated future cash flows projected by KPMGA to occur through 2076.

The Company recognizes the asbestos liability in the consolidated financial statements by reference to (but not exclusively based upon) the undiscounted and uninflated central estimate. The Company considered discounting when determining the best estimate under US GAAP. The Company has recognized the asbestos liability by reference to (but not exclusively based upon) the central estimate as undiscounted on the basis that it is the Company’s view that the timing and amounts of such cash flows are not fixed or readily determinable. The Company considered inflation when determining the best estimate under US GAAP. It is the Company’s view that there are material uncertainties in estimating an appropriate rate of inflation over the extended period of the AFFA. The Company views the undiscounted and uninflated central estimate as the best estimate under US GAAP.

Adjustments in the asbestos liability due to changes in the actuarial estimate of projected future cash flows and changes in the estimate of future operating costs of AICF are reflected in the consolidated statements of operations and comprehensive income during the period in which they occur. Claims paid by AICF and claims-handling costs incurred by AICF are treated as reductions in the accrued liability balances.

Insurance Receivable

The insurance receivable recorded by the Company has been recognized by reference to (but not exclusively based upon) the most recent actuarial estimate of recoveries expected from insurance policies and insurance companies with exposure to the asbestos claims, as calculated by KPMGA. The assessment of recoveries is based on the expected pattern of claims against such policies less an allowance for credit risk based on credit agency ratings. The insurance receivable generally includes these cash flows as undiscounted and uninflated, however, where the timing of recoveries has been agreed with the insurer, the receivables are recorded on a discounted basis. The Company records insurance receivables that are deemed probable of being realized.

Adjustments in the insurance receivable due to changes in the actuarial estimate, or changes in the Company’s assessment of recoverability are reflected in the consolidated statements of operations and comprehensive income during the period in which they occur. Insurance recoveries are treated as a reduction in the insurance receivable balance.

 

F-15


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Workers’ Compensation

An estimate of the liability related to workers’ compensation claims is prepared by KPMGA as part of the annual actuarial assessment. This estimate contains two components, amounts that will be met by a workers’ compensation scheme or policy, and amounts that will be met by the Former James Hardie Companies.

The estimated liability is included as part of the asbestos liability and adjustments to the estimate are reflected in the consolidated statements of operations and comprehensive income during the period in which they occur. Amounts that are expected to be paid by the workers’ compensation schemes or policies are recorded as workers’ compensation receivable. Adjustments to the workers’ compensation liability result in an equal adjustment in the workers’ compensation receivable recorded by the Company and have no effect on the consolidated statements of operations and comprehensive income.

Restricted Cash and Cash Equivalents

Cash and cash equivalents of AICF are reflected as restricted assets, as the use of these assets is restricted to the settlement of asbestos claims and payment of the operating costs of AICF. Since cash and cash equivalents are highly liquid, the Company classifies these amounts as a current asset on the consolidated balance sheet.

Restricted Short-Term Investments

Short-term investments consist of highly liquid investments held in the custody of major financial institutions. All short-term investments are classified as available for sale and are recorded at market value using the specific identification method. Unrealized gains and losses on the market value of these investments are included as a separate component of accumulated other comprehensive income. Realized gains and losses on short-term investments are recognized in Other income on the consolidated statements of operations and comprehensive income.

Long-Term Debt

AICF has access to a secured loan facility (the “AICF Loan Facility”) made available by the NSW Government, which can be used by AICF to fund the payment of asbestos claims and certain operating and legal costs of the AICF and Former James Hardie Companies (together, the “Obligors”).

Interest accrues daily on amounts outstanding, is calculated based on a 365-day year and is payable monthly. AICF may, at its discretion, elect to accrue interest payable on amounts outstanding under the AICF Loan Facility on the date interest becomes due and payable.

Deferred Income Taxes

The Performing Subsidiary is able to claim a tax deduction for its contributions to AICF over a five-year period commencing in the year the contribution is incurred. Consequently, a deferred tax asset has been recognized equivalent to the anticipated tax benefit over the life of the AFFA. The current portion of the deferred tax asset represents Australian tax benefits that will be available to the Company during the subsequent twelve months.

 

F-16


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Adjustments are made to the deferred income tax asset as adjustments to the asbestos-related assets and liabilities are recorded.

Asbestos Adjustments

The asbestos adjustments reflected in the consolidated statements of operations and comprehensive income reflect a change in the actuarial estimate of the asbestos liability, insurance receivables and AICF claims handling costs. Additionally, as the asbestos-related assets and liabilities are denominated in Australian dollars, the reported values of these asbestos-related assets and liabilities in the Company’s consolidated balance sheets in US dollars are subject to adjustment depending on the closing exchange rate between the two currencies at the balance sheet dates, the effect of which is also included in Asbestos adjustments in the consolidated statements of operations and comprehensive income.

Asbestos Impact on Statement of Cash Flows

Asbestos Adjustments

The asbestos adjustments, as recorded on the consolidated statements of operations (as described above) is presented as a reconciling item from net income to cash flows from operating activities in the consolidated statements of cash flows.

Operating assets and liabilities related to Asbestos

Movements in the operating assets related to asbestos (asbestos liability, insurance receivable, restricted cash and cash equivalents, restricted short-term investments) recorded on the balance sheet are reflected in the cash flow from operating activities section of the consolidated statement of cash flows as a change in operating assets and liabilities.

Payment to AICF

Payments made to AICF, by the Performing Subsidiary, under the terms of the AFFA are reflected in the consolidated statement of cash flows as a change in operating assets and liabilities.

AICF Loan Facility

Any drawings, repayments, or payments of accrued interest under the AICF Loan Facility, made by AICF, are offset against movement in restricted cash in the cash flow from operating activities section of the consolidated statement of cash flows.

 

F-17


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, which provides guidance requiring companies to recognize revenue depicting the transfer of goods or services to customers in amounts that reflect the payment to which a company expects to be entitled in exchange for those goods or services. ASU No. 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfil a contract. ASU No. 2014-09 is effective for annual reporting periods beginning after 15 December 2016, and interim periods within those years, and early adoption is not permitted. However, in April 2015, the FASB voted to propose a delay in the effective date of the ASU that would defer the effective date to annual reporting periods beginning after 15 December 2017. Also, the proposal allows for early adoption. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU No. 2014-09. The Company is still evaluating the new standard and has not yet determined the potential effects on its consolidated financial statements.

In June 2014, the FASB issued ASU No. 2014-12, which provides explicit guidance on whether to treat a performance target that could be achieved after the requisite service period as a performance condition that affects vesting, or as a nonvesting condition that affects the grant-date fair value of an award. The amendments in ASU No. 2014-12 are effective for fiscal years and interim periods within those years, beginning after 15 December 2015. The Company will adopt ASU 2014-12 prospectively, starting with the fiscal year beginning 1 April 2016. The Company does not expect this new standard to materially impact its consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02, which provides explicit guidance about the accounting for consolidation of certain legal entities. The amendments in ASU No. 2015-02 are effective for fiscal years and interim periods within those years, beginning after 15 December 2015, with early adoption permitted. Due to the Company’s unique pecuniary and contractual interests in AICF, the Company does not expect this new standard to materially impact its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments in ASU No. 2015-03 are effective for fiscal years and interim periods within those years, beginning after 15 December 2015, with early adoption permitted. The new guidance shall be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The Company will adopt ASU 2015-03 starting with the fiscal year beginning 1 April 2016. The Company does not expect this new standard to materially impact its consolidated financial statements.

 

F-18


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

3. Cash and Cash Equivalents

Cash and cash equivalents include amounts on deposit in banks and cash invested temporarily in various highly liquid financial instruments with original maturities of three months or less when acquired.

Cash and cash equivalents consist of the following components:

 

  31 March  

(Millions of US dollars)

  2015      2014   

Cash at bank and on hand

$                 60.0      $             70.9     

Short-term deposits

  7.0        96.6     
  

 

 

    

 

 

 

Total cash and cash equivalents

$ 67.0      $ 167.5     
  

 

 

    

 

 

 

4. Restricted Cash and Cash Equivalents

Included in restricted cash and cash equivalents is US$5.0 million related to an insurance policy at 31 March 2015 and 2014, which restricts the cash from use for general corporate purposes.

5. Accounts and Other Receivables

Accounts and other receivables consist of the following components:

 

  31 March  

(Millions of US dollars)

  2015      2014   

Trade receivables

$               131.0      $           135.5     

Other receivables and advances

  3.1        4.7     

Allowance for doubtful accounts

  (0.8)       (1.0)    
  

 

 

    

 

 

 

Total accounts and other receivables

$ 133.3      $ 139.2     
  

 

 

    

 

 

 

The collectability of accounts receivable, consisting mainly of trade receivables, is reviewed on an ongoing basis. An allowance for doubtful accounts is provided for known and estimated bad debts by analyzing specific customer accounts and assessing the risk of uncollectability based on insolvency, disputes or other collection issues.

 

F-19


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

The following are changes in the allowance for doubtful accounts:

 

  31 March  

 (Millions of US dollars)

  2015      2014   

 Balance at beginning of period

$                 1.0      $             2.1     

 Adjustment to provision

  (0.1)       0.2     

 Write-offs, net of recoveries

  (0.1)       (1.3)    
  

 

 

    

 

 

 

 Balance at end of period

$ 0.8      $ 1.0     
  

 

 

    

 

 

 

6. Inventories

Inventories consist of the following components:

 

  31 March  

 (Millions of US dollars)

  2015      2014   

 Finished goods

$             150.6      $         132.7     

 Work-in-process

  6.6        6.1     

 Raw materials and supplies

  67.5        55.0     

 Provision for obsolete finished goods and raw materials

  (6.7)       (7.3)    
  

 

 

    

 

 

 

Total inventories

$ 218.0      $ 186.5     
  

 

 

    

 

 

 

As of 31 March 2015 and 2014, US$22.2 million and US$18.3 million, respectively, of the Company’s finished goods inventory balance was held at third-party vendor managed inventory locations.

 

F-20


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

7. Property, Plant and Equipment

Property, plant and equipment consist of the following components:

 

                   Machinery      Construction         
(Millions of US dollars)                  and      in         
Cost or valuation:    Land      Buildings      Equipment      Progress 1      Total  

At 31 March 2013

    $         18.5         $         210.2         $         994.7         $         61.1         $         1,284.5    

Additions

     11.7          18.9          39.8          54.8          125.2    

Disposals

     -              -              (2.2)         -              (2.2)   

Other 2

     (1.5)         (15.6)         (43.7)         (0.5)         (61.3)   

Exchange differences

     -              (1.0)         (27.5)         -              (28.5)   

At 31 March 2014

    $ 28.7         $ 212.5         $ 961.1         $ 115.4         $ 1,317.7    

Additions 3

     41.5          30.2          72.7          133.5          277.9    

Disposals 4

     -              (1.7)         (6.6)         -              (8.3)   

Exchange differences

     -              (1.2)         (52.6)         -              (53.8)   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

At 31 March 2015

    $ 70.2         $ 239.8         $ 974.6         $ 248.9         $ 1,533.5    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Accumulated depreciation:

              

At 31 March 2013

    $ -             $ (85.2)        $ (540.4)        $ -             $ (625.6)   

Charge for the year

     -              (9.1)         (52.2)         -              (61.3)   

Disposals

     -              -              1.5          -              1.5    

Other 2

     -              12.4          40.0          -              52.4    

Exchange differences

     -              1.0          17.1          -              18.1    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

At 31 March 2014

    $ -             $ (80.9)        $ (534.0)        $ -             $ (614.9)   

Charge for the year

     -              (9.3)         (60.9)         -              (70.2)   

Disposals 4

     -              0.8          6.3          -              7.1    

Exchange differences

     -              1.2          23.4          -              24.6    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

At 31 March 2015

    $ -             $ (88.2)        $ (565.2)        $ -             $ (653.4)   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net book amount:

              

At 31 March 2014

    $ 28.7         $ 131.6         $ 427.1         $ 115.4         $ 702.8    

At 31 March 2015

    $ 70.2         $ 151.6         $ 409.4         $ 248.9         $ 880.1    

 

  1

Construction in progress is presented net of assets transferred into service.

 

  2

Reflects the reclassification of the Blandon assets and Australian Pipes assets which were classified as held for sale and were recorded in Prepaid expenses and other current assets on the consolidated balance sheets at 31 March 2014 and 2015.

 

  3

Includes US$1.7 million of capitalized interest for the year ended 31 March 2015.

 

  4

This balance includes the accounting impact associated with the purchase of the Company’s previously leased facility at Rosehill.

 

F-21


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Depreciation expense for the years ended 31 March 2015, 2014 and 2013 was US$70.2 million, US$61.3 million and US$60.0 million, respectively. Included in property, plant and equipment are restricted assets of AICF with a net book value of US$1.3 million and US$1.7 million as of 31 March 2015 and 2014, respectively.

Impairment of Long-Lived Assets

The Company performs an asset impairment review on a quarterly basis in connection with its assessment of production capabilities and the Company’s ability to meet market demand.

During the year ended 31 March 2013, the Company recorded asset impairment charges at a plant facility level of US$16.9 million in the USA and Europe Fibre Cement segment which is presented on the consolidated statement of operations and comprehensive income. During the fourth quarter of fiscal year 2013, the Company made the decision that it would not re-open its Blandon, Pennsylvania plant. As a result the Company recorded impairment charges of US$4.4 million for buildings, land and manufacturing equipment at the Blandon plant. The remaining impairment charges of US$12.5 million included US$2.8 million related to redundant equipment that is no longer utilized to manufacture products and US$9.7 million related to manufacturing equipment that is in the process of being replaced by plant and equipment with enhanced capability in order to expand production capacity in anticipation of the continued recovery in the US housing market. The estimated fair value for the impaired property, plant and equipment was based on a discounted cash flow analysis that considered, to the extent practicable, a market participant’s expectations and assumptions and the impaired assets’ highest and best use. During the years ended 31 March 2015 and 2014, there were no asset impairment charges at a plant level which were recorded.

The Company recorded US$3.7 million of impairment charges related to individual assets for the year ended 31 March 2015, which is included in Cost of goods sold on the consolidated statement of operations and comprehensive income. There were no impairment charges related to individual assets for the years ended 31 March 2014 and 2013.

8. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following components:

 

  31 March  

 (Millions of US dollars)

  2015      2014   

 Trade creditors

$                 95.1      $             94.0     

 Accrued interest

  5.8        0.5     

 Other creditors and accruals

  48.7        47.5     
  

 

 

    

 

 

 

Total accounts payable and accrued liabilities

$ 149.6      $ 142.0     
  

 

 

    

 

 

 

 

F-22


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

9. Long-Term Debt

The Company holds two forms of long-term debt; bilateral credit facilities and senior unsecured notes. The effective weighted average interest rate on the Company’s total debt was 5.04% and nil at 31 March 2015 and 2014, respectively. The weighted average term of all outstanding debt is 6.8 years and 2.4 years at 31 March 2015 and 2014, respectively.

Bilateral Credit Facilities

At 31 March 2015, the Company’s credit facilities consisted of:

 

     Effective      Total      Principal  
Description    Interest Rate      Facility      Drawn  

(US$ millions)

        
Term facilities, can be drawn in US$, variable interest rates based on LIBOR plus margin, can be repaid and redrawn until March 2016      -             $ 50.0           $ -     
Term facilities, can be drawn in US$, variable interest rates based on LIBOR plus margin, can be repaid and redrawn until April 2016      -             150.0           -     
Term facilities, can be drawn in US$, variable interest rates based on LIBOR plus margin, can be repaid and redrawn until April 2017      -             100.0           -     
Term facilities, can be drawn in US$, variable interest rates based on LIBOR plus margin, can be repaid and redrawn until November 2017      1.4%         125.0           75.0     
Term facilities, can be drawn in US$, variable interest rates based on LIBOR plus margin, can be repaid and redrawn until March 2019      -             40.0           -     
Term facilities, can be drawn in US$, variable interest rates based on LIBOR plus margin, can be repaid and redrawn until April 2019      -             50.0           -     
Term facilities, can be drawn in US$, variable interest rates based on LIBOR plus margin, can be repaid and redrawn until May 2019      -             75.0           -     
     

 

 

    

 

 

 

Total

        $     590.0           $       75.0     
     

 

 

    

 

 

 

The amount drawn under the combined credit facilities was US$75.0 million and nil at 31 March 2015 and 2014, respectively. The effective weighted average interest rate on the Company’s total outstanding credit facilities was 1.4% and nil at 31 March 2015 and 2014, respectively. The weighted average term of all credit facilities is 2.4 years at 31 March 2015 and 2014. The weighted average fixed interest rate on the Company’s interest rate swap contracts is set forth in Note 12.

In April and May 2014 we added credit facilities of US$150.0 million; US$25.0 million of these facilities mature in April 2017, US$50.0 million mature in April 2019 and US$75.0 million mature in May 2019. We also extended to March 2019 a US$40.0 million facility previously due to mature in March 2017.

In November 2014, we repaid and terminated a US$40.0 million credit facility maturing in April 2016 and replaced it with a new US$125.0 million credit facility maturing in November 2017.

 

F-23


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

The interest rate is calculated two business days prior to the commencement of each draw-down period based on the US$ London Interbank Offered Rate (“LIBOR”) plus the margins of individual lenders and is payable at the end of each draw-down period.

At 31 March 2015, the Company was in compliance with all restrictive debt covenants contained in its credit facility agreements. Under the most restrictive of these covenants, the Company (i) must not exceed a maximum of net debt to earnings before interest, tax, depreciation and amortization, excluding all income, expense and other profit and loss statement impacts of AICF, The Former James Hardie Companies and Marlew Mining Pty Limited (“Marlew”) and excluding assets, liabilities and other balance sheet items of AICF, the Former James Hardie Companies and Marlew, (ii) must meet or exceed a minimum ratio of earnings before interest and taxes to net interest charges, excluding all income, expense and other profit and loss statement impacts of AICF, the Former James Hardie Companies and Marlew, and (iii) must ensure that no more than 35% of Free Cash Flow (as defined in the AFFA), in any given financial year (“Annual Cash Flow Cap”) is contributed to AICF on the payment dates under the AFFA in the next following financial year. The Annual Cash Flow Cap does not apply to payments of interest, if any, to AICF and is consistent with contractual obligations of James Hardie 117 Pty Ltd (the “Performing Subsidiary”) and the Company under the AFFA.

Senior Unsecured Notes

In February 2015, James Hardie International Finance Limited, a wholly-owned subsidiary of JHI plc, completed the sale of US$325.0 million aggregate principal amount of senior unsecured notes due 15 February 2023. Interest is payable semi-annually in arrears on 15 February and 15 August of each year, commencing 15 August 2015, at a rate of 5.875%.

The senior notes were sold at an offering price of 99.213% of par value, an original issue discount of US$2.6 million. Debt issuance costs of US$8.3 million were recorded in Other Current and Other Non-Current Assets on the Company’s consolidated balance sheet in conjunction with the offering. Both the discount and the debt issuance costs are being amortized as interest expense using the effective interest method over the stated term of 8 years. The discount and debt issuance costs have an unamortized balance of US$2.5 million and US$8.1 million at 31 March 2015, respectively.

The senior notes are guaranteed by James Hardie International Group Limited, James Hardie Technology Limited and James Hardie Building Products Inc., each of which are wholly-owned subsidiaries of JHI plc. The net proceeds of the senior note offering were used for general corporate purposes, including the repayment of US$317.0 million of outstanding borrowings under bilateral credit facilities and the payment of related transaction fees and expenses.

The senior notes and guarantees are senior unsecured obligations of the issuer and guarantors and rank equal in right of payment with all of the issuer’s and guarantors’ existing and future senior debt; rank senior in right of payment to all of the issuer’s and guarantors’ existing and future subordinated debt; are structurally subordinated to all liabilities of the Company’s existing and future subsidiaries that do not guarantee the senior notes; and are effectively subordinated in right of payment to all of the issuer’s and the guarantors’ secured indebtedness to the extent of the value of the assets securing such indebtedness.

 

F-24


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Before 15 February 2018, the issuer may redeem up to 35% of the aggregate principal amount of the senior notes with the net cash proceeds of certain equity offerings at a redemption price of 105.875% of the principal amount plus accrued and unpaid interest, if any, to but excluding, the redemption date. The issuer may also redeem some or all of the senior notes before 15 February 2018 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, plus a make whole premium equal to the greater of: (i) 1.0% of the principal amount of such note; and (ii) the excess, if any, of (x) the present value of the sum of the principal amount and premium that would be payable on such note on 15 February 2018 and all remaining interest payments to and including 15 February 2018, discounted on a semi-annual basis from 15 February 2018 to the redemption date at a per annum interest rate equal to the applicable treasury rate plus 50 basis points, over (y) the outstanding principal amount of such note.

On or after 15 February 2018, the issuer may redeem all or a part of the senior notes at any time or from time to time at the redemption prices (expressed as percentages of the principal amount) set forth in the following table plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the 12-month period beginning February 15, of the years indicated:

 

Year Percentage                                 

2018

104.406%                                 

2019

102.938%                                 

2020

101.469%                                 

2021 and thereafter

100.000%                                 

In addition, if a change of control triggering event occurs with respect to the senior notes, as defined in the indenture, the issuer may be required to offer to repurchase the notes at a price equal to 101% of the principal amount of the senior notes, plus accrued and unpaid interest, if any, to, but not including, the date of the purchase.

The indenture governing the senior notes contains covenants that, among other things, limit the ability of James Hardie International Group Limited, James Hardie Building Products Inc., James Hardie Technology Limited and their restricted subsidiaries to incur liens on assets, make certain restricted payments, engage in certain sale and leaseback transactions and merge or consolidate with or into other companies. These covenants are subject to certain exceptions and qualifications as described in the indenture. At 31 March 2015, the Company was in compliance with all of its requirements under the indenture related to the senior notes.

Global Exchange Market Listing

On 19 March 2015, the senior notes were admitted to listing on the Global Exchange Market (“GEM”) which is operated by the Irish Stock Exchange.

The listing on the GEM enables James Hardie International Finance Limited to pay interest on the senior notes free from Irish withholding tax.

10. Product Warranties

The Company offers various warranties on its products, including a 30-year limited warranty on certain of its fibre cement siding products in the United States. A typical warranty program requires the Company to replace defective products within a specified time period from the date of sale. While the Company’s warranty costs have historically been within its calculated estimates, it is possible that future warranty costs could differ from those estimates.

 

F-25


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

The following are the changes in the product warranty provision:

 

  Years Ended 31 March  

 (Millions of US dollars)

  2015      2014   

 Balance at beginning of period

  $                 31.4       $             27.1    

 Accruals for product warranties

  16.0       14.0    

 Settlements made in cash or in kind

  (12.2)      (9.7)   
  

 

 

    

 

 

 

 Balance at end of period

  $ 35.2       $ 31.4    
  

 

 

    

 

 

 

11. Asbestos

The AFFA was approved by shareholders in February 2007 to provide long-term funding to AICF. For a discussion of the AFFA and the accounting policies utilized by the Company related to the AFFA and AICF, see “Note 2 – Summary of Significant Accounting Policies.”

Asbestos Adjustments

The asbestos adjustments included in the consolidated statements of operations and comprehensive income comprise the following:

 

  Years Ended 31 March  

 (Millions of US dollars)

  2015      2014      2013   

 Change in estimates:

Change in actuarial estimate - asbestos liability

  $   (129.0)       $   (340.3)       $   (163.0)    

Change in actuarial estimate - insurance receivable

  16.6       31.2       27.9    

Change in estimate - AICF claims-handling costs

  1.1       0.9       5.9    
  

 

 

    

 

 

    

 

 

 

Subtotal - Change in estimates

  (111.3)       (308.2)       (129.2)    

 Recovery of Insurance Receivables

  -           15.2       11.9    

 Gain on foreign currency exchange

  144.7       97.2       0.2    
  

 

 

    

 

 

    

 

 

 

 Total Asbestos Adjustments

  $ 33.4       $   (195.8)       $   (117.1)    
  

 

 

    

 

 

    

 

 

 

 

F-26


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Actuarial Study; Claims Estimate

AICF commissioned an updated actuarial study of potential asbestos-related liabilities as of 31 March 2015. Based on KPMGA’s assumptions, KPMGA arrived at a range of possible total cash flows and calculated a central estimate, which is intended to reflect a probability-weighted expected outcome of those actuarially estimated future cash flows.

The following table sets forth the Central Estimates, net of insurance recoveries, calculated by KPMGA as of 31 March 2015:

 

  Year Ended 31 March 2015  

(Billions of US and Australian dollars, respectively)

  US$      A$   

Central Estimate - Discounted and Inflated

  1.636      2.143     

Central Estimate - Undiscounted but Inflated

  2.094      2.743     

Central Estimate - Undiscounted and Uninflated

  1.196      1.566     

The asbestos liability has been revised to reflect the most recent actuarial estimate prepared by KPMGA as of 31 March 2015. For additional information, please see the full actuarial report of KPMGA, which is available in its entirety on the Company’s Investor Relations website at http://www.ir.jameshardie.com.au.

In estimating the potential financial exposure, KPMGA has made a number of assumptions, including, but not limited to, assumptions related to the total number of claims that are reasonably estimated to be asserted through 2076, the typical cost of settlement (which is sensitive to, among other factors, the industry in which a plaintiff claims exposure, the alleged disease type and the jurisdiction in which the action is brought), the legal costs incurred in the litigation of such claims, the rate of receipt of claims, the settlement strategy in dealing with outstanding claims and the timing of settlements.

Due to inherent uncertainties in the legal and medical environment, the number and timing of future claim notifications and settlements, the recoverability of claims against insurance contracts, and estimates of future trends in average claim awards, as well as the extent to which the above named entities will contribute to the overall settlements, the actual liability could differ materially from that which is currently recorded.

The potential range of costs as estimated by KPMGA is affected by a number of variables such as nil settlement rates, peak year of claims, past history of claims numbers, average settlement rates, past history of Australian asbestos-related medical injuries, current number of claims, average defense and plaintiff legal costs, base wage inflation and superimposed inflation. The potential range of losses disclosed includes both asserted and unasserted claims.

A sensitivity analysis performed by KPMGA to determine how the actuarial estimates would change if certain assumptions (i.e., the rate of inflation and superimposed inflation, the average costs of claims and legal fees, and the projected numbers of claims) were different from the assumptions used to determine the central estimates. The sensitivity analysis performed in the actuarial report is specifically in regards to the discounted but inflated central estimate and the undiscounted but inflated central estimate. This analysis shows that the discounted (but inflated) central estimates could be in a range of A$1.5 billion (US$1.2 billion) to A$3.6 billion (US$2.7 billion). The undiscounted (but inflated) estimates could be in a range of A$1.9 billion (US$1.4 billion) to A$4.9 billion (US$3.8 billion) as of 31 March 2015. The actual cost of the liabilities could be outside of that range depending on the results of actual experience relative to the assumptions made.

 

F-27


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

During the 2015 fiscal year, mesothelioma claims reporting activity has been above actuarial expectations for the third consecutive year. One of the critical assumptions is the estimated peak year of mesothelioma disease claims, which is currently to occur in the period 2014/15 to 2016/17. Potential variation in this estimate has an impact much greater than the other assumptions used to derive the discounted central estimate. In performing the sensitivity assessment of the estimated period of peak claims reporting for mesothelioma, KPMGA has determined that if claims reporting does not begin to reduce until after 2018/19 together with increased claims reporting from 2026/27 onwards, the discounted central estimate could increase by approximately 26% on a discounted basis. At 31 March 2015, KPMGA has formed the view that the higher claims reporting assumed in the short and medium term is not necessarily indicative of longer term impacts, as at this stage it is too early to form such a long-term conclusion on the basis of two years’ experience.

Claims Data

The following table shows the activity related to the numbers of open claims, new claims and closed claims during each of the past five years and the average settlement per settled claim and case closed:

 

  For the Years Ended 31 March  
    2015      2014      2013      2012      2011   

 Number of open claims at beginning of period

  466      462      592      564      529   

 Number of new claims

  665      608      542      456      494   

 Number of closed claims

  637      604      672      428      459   

 Number of open claims at end of period

  494      466      462      592      564   

 Average settlement amount per settled claim

  A$ 254,209      A$ 253,185      A$ 231,313      A$ 218,610      A$ 204,366   

 Average settlement amount per case closed

  A$ 217,495      A$ 212,944      A$ 200,561      A$ 198,179      A$ 173,199   

 Average settlement amount per settled claim

  US$ 222,619      US$ 236,268      US$ 238,615      US$ 228,361      US$ 193,090   

 Average settlement amount per case closed

  US$ 190,468      US$ 198,716      US$ 206,892      US$ 207,019      US$ 163,642   

Under the terms of the AFFA, the Company has rights of access to actuarial information produced for AICF by the actuary appointed by AICF, which is currently KPMGA. The Company’s disclosures with respect to claims statistics are subject to it obtaining such information, however, the AFFA does not provide the Company an express right to audit or otherwise require independent verification of such information or the methodologies to be adopted by the approved actuary. As such, the Company relies on the accuracy and completeness of the information and analysis of the approved actuary when making disclosures with respect to claims statistics.

 

F-28


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Asbestos-Related Assets and Liabilities

The Company has included on its consolidated balance sheets certain asbestos-related assets and liabilities under the terms of the AFFA. These amounts are detailed in the table below, and the net total of these asbestos-related assets and liabilities is referred to by the Company as the “Net AFFA Liability.”

 

  31 March  
(Millions of US dollars) 2015   2014  

Asbestos liability – current

  $ (131.6)       $ (134.5)    

Asbestos liability – non-current

  (1,290.0)       (1,571.7)    
  

 

 

    

 

 

 

Asbestos liability - Total

  (1,421.6)       (1,706.2)    

Insurance receivable – current

  16.7        28.0     

Insurance receivable – non-current

  161.9        198.1     
  

 

 

    

 

 

 

Insurance receivable – Total

  178.6        226.1     

Workers’ compensation asset – current

  4.5        4.3     

Workers’ compensation asset – non-current

  45.5        47.6     

Workers’ compensation liability – current

  (4.5)       (4.3)    

Workers’ compensation liability – non-current

  (45.5)       (47.6)    
  

 

 

    

 

 

 

Workers’ compensation – Total

  -            -         

Loan facility

  (13.6)       (47.0)    

Other net liabilities

  (1.5)       (0.8)    

Restricted cash and cash equivalents and restricted short-term investment assets of AICF

  22.0        60.3     
  

 

 

    

 

 

 

Net AFFA liability

  $      (1,236.1)       $      (1,467.6)    
  

 

 

    

 

 

 

Deferred income taxes – current

  15.9        16.5     

Deferred income taxes – non-current

  389.3        455.2     
  

 

 

    

 

 

 

Deferred income taxes – Total

  405.2        471.7     

Income tax payable

 

 

 

19.2  

 

  

 

 

 

16.7  

 

  

 

  

 

 

    

 

 

 

Net Unfunded AFFA liability, net of tax

  $ (811.7)       $ (979.2)    
  

 

 

    

 

 

 

 

F-29


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

The following is a detailed rollforward of the Net Unfunded AFFA liability, net of tax, for the year ended 31 March 2015:

 

(Millions of US dollars)    Asbestos
Liability
    Insurance
Receivables
    Deferred Tax
Assets1
    Other Loan
Facilities
    Restricted
Cash and
Investments
    Other
Assets and
Liabilities2
    Net Unfunded  
AFFA Liability,  
net of tax
 

Opening Balance - 31 March 2014

   $ (1,706.2   $ 226.1      $ 471.7      $ (47.0   $ 60.3      $ 15.9      $ (979.2)    

Asbestos claims paid3

     135.1              (135.1         -         

Payment received in accordance with AFFA

             113.0            113.0     

AICF claims-handling costs incurred (paid)

     1.6              (1.6         -         

AICF operating costs paid - non claims-handling

             (2.5         (2.5)    

Change in actuarial estimate

     (129.0     16.6                  (112.4)    

Change in claims handling cost estimate

     1.1                    1.1     

Insurance recoveries

       (29.1         29.1            -         

Change in non-actuarial estimate

         38.3                38.3     

Offset to Income Tax Payable

         (22.0             (22.0)    

Funds received from NSW under loan agreement

           (13.8     13.8            -         

Funds repaid to NSW under loan agreement

           48.2        (48.2         -         

Other movements

         0.4        (0.1     2.2        4.8        7.3     

Effect of foreign exchange

     275.8        (35.0     (83.2     (0.9     (9.0     (3.0     144.7     

Closing Balance - 31 March 2015

   $   (1,421.6   $ 178.6      $ 405.2      $ (13.6   $ 22.0      $ 17.7      $ (811.7)    

 

 

1

A portion of the deferred income tax asset is applied against the Company’s income tax payable. At 31 March 2015 and 2014, this amount was US$19.2 million and US$16.7 million, respectively. During the year ended 31 March 2015, there was a US$3.5 million favorable effect of foreign currency exchange in respect of income tax payable.

 

2

Other assets and liabilities include a provision for asbestos-related education and medical research contributions of US$1.4 million and US$1.7 million at 31 March 2015 and 2014, respectively.

 

    

Also included in other assets and liabilities are the other assets and liabilities of AICF, including trade receivables, prepayments, fixed assets, trade payables and accruals. These other assets and liabilities of AICF were a net liability of US$1.5 million and US$0.8 million at 31 March 2015 and 2014, respectively. During the year ended 31 March 2015, there was US$0.2 million favorable effect of foreign currency exchange on these other assets and liabilities.

 

3

Claims paid of US$135.1 million reflects A$154.3 million converted at the average exchange rate for the period based on the assumption that these transactions occurred evenly throughout the period.

 

F-30


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

AICF Funding

On 1 July 2014, the Company made a payment of A$119.9 million (US$113.0 million) to AICF, representing 35% of its free cash flow for fiscal year 2014. For the 1 July 2014 payment, free cash flow, as defined in the AFFA, was equivalent to the Company’s fiscal year 2014 operating cash flows of US$322.8 million.

On 2 April 2012, in accordance with arrangements agreed with the NSW Government and AICF, the Company contributed US$138.7 million (A$132.3 million) to AICF, with a further contribution of US$45.4 million (A$45.2 million) on 2 July 2012, in accordance with the terms of the AFFA. Total contributions for the year ended 31 March 2013 were US$184.1 million (A$177.5 million). In accordance with the terms of the AFFA, and the arrangements agreed with the NSW Government and AICF for an early contribution based on the Company’s free cash flow for the fiscal year ended 31 March 2012, the Company did not make a contribution to AICF in fiscal year 2014 in respect of the free cash flow for the fiscal year ended 31 March 2013.

AICF – NSW Government Secured Loan Facility

AICF may borrow, subject to certain conditions, up to an aggregate amount of A$320.0 million (US$244.3 million, based on the exchange rate at 31 March 2015). The AICF Loan Facility is available to be drawn for the payment of claims through 1 November 2030, at which point, all outstanding borrowings must be repaid. Borrowings made under the AICF Loan Facility are classified as current, as AICF intends to repay the debt within one year.

To the extent that NSW’s source of funding the AICF Loan Facility is from the Commonwealth of Australia (the “Commonweath”), the interest rate on the AICF Loan Facility is calculated by reference to the cost of NSW’s borrowings from the Commonwealth for that purpose, being calculated with reference to the Commonwealth Treasury fixed coupon bond rate for a period determined as appropriate by the Commonwealth.

To the extent that NSW’s source of funding is not from the Commonwealth, the interest rate on drawings under the AICF Loan Facility is calculated as (i) during the period to (but excluding) 1 May 2020, a yield percent per annum calculated at the time of the first drawdown of the AICF Loan Facility by reference to the NSW Treasury Corporation’s 6% 1/05/2020 Benchmark Bonds, (ii) during the period after 1 May 2020, a yield percent per annum calculated by reference to NSW Treasury Corporation bonds on issue at that time and maturing in 2030, or (iii) in any case, if the relevant bonds are not on issue, a yield percent per annum in respect of such other source of funding for the AICF Loan Facility determined by the NSW Government in good faith to be used to replace those bonds, including any guarantee fee payable to the Commonwealth in respect of the bonds (where the bonds are guaranteed by the Commonwealth) or other source of funding.

Under the AICF Loan Facility, the Former James Hardie Companies each guarantee the payment of amounts owed by AICF and AICF’s performance of its obligations under the AICF Loan Facility. Each Obligor has granted the NSW Government a security interest in certain property including cash accounts, proceeds from insurance claims, payments remitted by the Company to AICF and contractual rights under certain documents including the AFFA. Each Obligor may not deal with the secured property until all amounts outstanding under the AICF Loan Facility are paid, except as permitted under the terms of the security interest.

 

F-31


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Under the terms of the AICF Loan Facility, each Obligor must, upon receipt of proceeds from insurance claims and payments remitted by the Company under the AFFA, apply all of such proceeds in repayment of amounts owing under the AICF Loan Facility. NSW may, at its sole discretion, waive or postpone (in such manner and for such period as it determines) the requirement for the Obligors to apply proceeds of insurance claims and payments remitted by the Company to repay amounts owed under the AICF Loan Facility to ensure AICF has sufficient liquidity to meet its future cash flow needs. The Obligors are subject to certain operating covenants under the AICF Loan Facility and the terms of the security interest, including, without limitation, (i) positive covenants relating to providing corporate reporting documents, providing particular notifications and complying with the terms of the AFFA, and (ii) negative covenants restricting them from voiding, cancelling, settling, or adversely affecting existing insurance policies, disposing of assets and granting security to secure any other financial indebtedness, other than in accordance with the terms and conditions of the AICF Loan Facility.

Upon an event of default, NSW may cancel the commitment and declare all amounts outstanding as immediately due and payable. The events of default include, without limitation, failure to pay or repay amounts due in accordance with the AICF Loan Facility, breach of covenants, misrepresentation, cross default by an Obligor and an adverse judgment (other than a personal asbestos or Marlew claim) against an Obligor.

12. Derivative Instruments

The Company uses derivatives for risk management purposes and does not engage in speculative activity. A key risk management objective for the Company is to mitigate interest rate risk associated with the Company’s external credit facilities and foreign currency risk primarily with respect to transactions denominated in foreign currencies. The determination of whether the Company enters into a derivative transaction to achieve these risk management objectives depends on a number of factors, including market related factors that impact the extent to which derivative instruments will achieve such risk management objectives of the Company.

The Company may from time to time enter into interest rate swap contracts to protect against upward movements in US Dollar LIBOR and the associated interest the Company pays on its external credit facilities. Interest rate swaps are recorded in the financial statements at fair value. Changes in fair value are recorded on the consolidated statements of operations and comprehensive income in Other (expense) income.

The Company uses foreign currency forward contracts and enters into hedging relationships from time to time in order to mitigate exposure to foreign currency fluctuations. When achievable, these instruments are designated as hedges and treated as a cash flow hedging arrangement for accounting purposes. In the prior fiscal year, the Company entered into foreign currency forward contracts designated as hedges in order to mitigate exposure associated with the anticipated purchases of production assets denominated in a foreign currency in a future period. During the 2015 fiscal year, the Company elected to de-designate all of its foreign currency forward contracts that had been previously designated as cash flow hedges, and elected to discontinue hedge accounting. The gains will be reclassified into earnings in correspondence to the depreciation schedule of the underlying equipment purchases which were hedged.

 

F-32


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Interest Rate Swaps

For interest rate swap contracts, the Company has agreed to pay fixed interest rates while receiving a floating interest rate. At 31 March 2015 and 2014, the Company had interest rate swap contracts with a total notional principal US$125.0 million.

At 31 March 2015, the weighted average fixed interest rate of these contracts is 2.0% and the weighted average remaining life is 3.6 years. These contracts have a fair value of US$3.1 million and US$0.5 million at 31 March 2015 and 2014, respectively, which is included in Accounts payable. For the years ended 31 March 2015, 2014 and 2013, the Company included in Other (expense) income an unrealized loss of US$2.6 million and an unrealized gain of US$0.8 million and US$1.8 million, respectively, on interest rate swap contracts. Included in Interest expense is a realized loss on interest rate swap contracts of US$1.3 million, US$0.6 million and US$2.1 million for the years ended 31 March 2015, 2014 and 2013, respectively.

At 31 March 2015, the Company had four interest rate swap contracts with an aggregate notional principal of US$125.0 million, with US$25.0 million maturing on 1 April 2015. The second contract was entered into in October 2013 with a notional principal of US$50.0 million, term of 5 years, fixed interest rate of 2.0% and a forward start date of October 2014. The remaining two contracts were entered into in December 2013 with notional principal amounts of US$25.0 million and US$25.0 million, terms of 6 years and 4 years, fixed interest rates of 2.3% and 1.5%, respectively, and a forward start date of July 2014.

Foreign Currency Forward Contracts

The Company uses foreign currency forward contracts and enters into hedging relationships from time to time in order to mitigate exposure to foreign currency fluctuations. When achievable, these instruments are designated as hedges and treated as a cash flow hedging arrangement for accounting purposes. In September 2013, the Company entered into foreign currency forward contracts designated as hedges in order to mitigate exposure associated with the anticipated purchases of production assets denominated in a foreign currency in a future period. During the year ended 31 March 2015, the Company elected to de-designate all of its foreign currency forward contracts that had been previously designated as cash flow hedges, and elected to discontinue hedge accounting. The foreign currency forward contracts which were previously designated as hedges and de-designated during the year had a gain classified in other comprehensive income of US$0.3 million at 31 March 2015. The gains will be reclassified into earnings in correspondence to the depreciation schedule of the underlying equipment purchases which were hedged.

Changes in the fair value of forward contracts that are not designated as hedges are recorded in earnings within Other (expense) income at each measurement date. As discussed above, these derivatives are typically entered into as economic hedges of changes in currency exchange rates. Gains or losses related to the derivative are recorded in income, based on the Company’s accounting policy. In general, the earnings effects of the item that represent the economic risk exposure are recorded in the same caption as the derivative. For the years ended 31 March 2015 and 2014, the forward contracts not designated as a cash flow hedging arrangement had an unrealized loss of US$2.3 million and an unrealized gain of US$1.8 million, respectively.

 

F-33


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

The notional amount of interest rate swap contracts and foreign currency forward contracts represents the basis upon which payments are calculated and are reported on a net basis when a legal and enforceable right of set-off exists. The following table sets forth the total outstanding notional amount and the fair value of the Company’s derivative instruments held at 31 March 2015 and 2014.

 

                   Fair Value as of  
(Millions of US dollars)    Notional Amount      31 March 2015      31 March 2014  
     31 March 2015      31 March 2014      Assets      Liabilities      Assets      Liabilities  

Derivatives accounted for as hedges

                 

Foreign currency forward contracts

     $ -             $ 9.7           $ -             $ -             $ 0.5           $ -       

Derivatives not accounted for as hedges

                 

Interest rate swap contracts

     125.0           125.0           -             3.1           -             0.5     

Foreign currency forward contracts

     3.6           124.0           -             0.2           1.8           -       
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     $ 128.6           $ 258.7           $ -             $ 3.3           $ 2.3           $ 0.5     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

13. Fair Value Measurements

Assets and liabilities of the Company that are carried at fair value are classified in one of the following three categories:

 

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.

Fair value measurements of assets and liabilities are assigned a level within the fair value hierarchy based on the lowest level of any input that is significant to the fair value measurement in its entirety.

At 31 March 2015, the Company’s financial instruments consist primarily of cash and cash equivalents, restricted cash and cash equivalents, trade receivables, trade payables, interest rate swaps and foreign currency forward contracts.

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Trade Receivables and Trade Payables - These items are recorded in the financial statements at historical cost. The historical cost basis for these amounts is estimated to approximate their respective fair values due to the short maturity of these instruments.

Interest Rate Swaps - The fair value of interest rate swap contracts is calculated based on the fixed rate, notional principal, settlement date and present value of the future cash inflows and outflows based on the terms of the agreement and the future floating interest rates as determined by a future interest rate yield curve. The model used to value the interest rate swap contracts is based upon well recognized financial principles, and interest rate yield curves can be validated through readily

 

F-34


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

observable data by external sources. Although readily observable data is used in the valuations, different valuation methodologies could have an effect on the estimated fair value. Accordingly, the interest rate swap contracts are categorized as Level 2.

Foreign Currency Forward Contracts - The Company’s foreign currency forward contracts are valued using models that maximize the use of market observable inputs including interest rate curves and both forward and spot prices for currencies and are categorized as Level 2 within the fair value hierarchy.

The following table sets forth by level within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis at 31 March 2015 according to the valuation techniques the Company used to determine their fair values.

 

  Fair Value at   Fair Value Measurements
Using Inputs Considered as
 
(Millions of US dollars)     31 March 2015         Level 1       Level 2       Level 3    

Assets

Cash and cash equivalents

  $ 67.0        $ 67.0        $ -          $ -       

Restricted cash and cash equivalents

  27.0        27.0        -          -       
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Assets

  $ 94.0        $       94.0        $ -          $ -       
  

 

 

    

 

 

    

 

 

    

 

 

 

Interest rate swap contracts included in Accounts Payable

  3.1        $ -          $         3.1        $         -       

Forward contracts included in Other Liabilities

  0.2        -          0.2        -       
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Liabilities

  $ 3.3        $ -          $ 3.3        $ -       
  

 

 

    

 

 

    

 

 

    

 

 

 

 

F-35


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

14. Commitments and Contingencies

The Company is involved from time to time in various legal proceedings and administrative actions related to the normal conduct of its business, including general liability claims, putative class action lawsuits and litigation concerning its products.

Although it is impossible to predict the outcome of any pending legal proceeding, management believes that such proceedings and actions should not, individually or in the aggregate, have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows, except as they relate to asbestos and New Zealand product liability claims as described in these consolidated financial statements.

New Zealand Weathertightness Claims

Since fiscal year 2002, the Company’s New Zealand subsidiaries have been and continue to be joined in a number of weathertightness claims in New Zealand that relate to residential buildings (single dwellings and apartment complexes) and a small number of non-residential buildings, primarily constructed from 1998 to 2004. The claims often involve multiple parties and allege that losses were incurred due to excessive moisture penetration of the buildings’ structures. The claims typically include allegations of poor building design, inadequate certification of plans, inadequate construction review and compliance certification and deficient work by sub-contractors.

The Company recognizes a liability for both asserted and unasserted New Zealand weathertightness claims in the period in which the loss becomes probable and estimable. The amount of reasonably possible loss is dependent on a number of factors including, without limitation, the specific facts and circumstances unique to each claim brought against the Company’s New Zealand subsidiaries, the existence of any co-defendants involved in defending the claim, the solvency of such co-defendants (including the ability of such co-defendants to remain solvent until the related claim is ultimately resolved), the availability of claimant compensation under a government compensation scheme, the amount of loss estimated to be allocable to the Company’s New Zealand subsidiaries and the extent to which the co-defendants and the Company’s New Zealand subsidiaries have access to third-party recoveries to cover a portion of the costs incurred in defending and resolving such actions. In addition to the above limitations, the total loss incurred is also dependent on the manner and extent to which the statute of limitations will apply in future periods.

Historically, the Company’s New Zealand subsidiaries have been joined to these claims as one of several co-defendants, including local government entities responsible for enforcing building codes and practices, resulting in the Company’s New Zealand subsidiaries becoming liable for only a portion of each claim. In addition, the Company’s New Zealand subsidiaries have had access to third-party recoveries to defray a portion of the costs incurred in resolving such claims.

The Company has established a provision for asserted and unasserted New Zealand weathertightness claims within the current portion of Other liabilities, with a corresponding estimated receivable for third-party recoveries being recognized within Accounts and other receivables. At 31 March 2015 and 31 March 2014, the amount of the provision for New Zealand weathertightness claims, net of estimated third-party recoveries, was US$2.0 million and US$12.7 million, respectively. The decrease in the provision is a result of a higher rate of claim resolutions, fewer open claims at the end of the period and a continued reduction in the number of new claims received when compared to the prior corresponding full year.

 

F-36


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

The estimated loss for these matters, net of estimated third-party recoveries, incorporates assumptions that are subject to the foregoing uncertainties and are principally derived from, but not exclusively based on, historical claims experience together with facts and circumstances unique to each claim. If the nature and extent of the resolution of claims in future periods differ from the historical claims experience, then the actual amount of loss may be materially higher or lower than estimated losses accrued at 31 March 2015. Accordingly, due to the inherent uncertainties associated with estimating the amount of loss incurred for these matters, as discussed above, and based on information presently available, the Company believes it is possible that the ultimate resolution of these matters collectively could result in an additional loss of up to approximately US$0.5 million in excess of the amount already accrued, net of estimated third-party recoveries, at 31 March 2015.

Environmental and Legal

The operations of the Company, like those of other companies engaged in similar businesses, are subject to a number of laws and regulations on air and water quality, waste handling and disposal. The Company’s policy is to accrue for environmental costs when it is determined that it is probable that an obligation exists and the amount can be reasonably estimated.

Operating Leases

As the lessee, the Company principally enters into property, building and equipment leases. The following are future minimum lease payments for non-cancellable operating leases having a remaining term in excess of one year at 31 March 2015:

 

Years ending 31 March (Millions of US dollars):     

2016

$         13.7     

2017

  10.3     

2018

  9.1     

2019

  7.0     

2020

  5.5     

Thereafter

  11.7     
  

 

 

 

Total

$ 57.3     
  

 

 

 

Rental expense amounted to US$16.7 million, US$18.0 million and US$20.6 million for the years ended 31 March 2015, 2014 and 2013, respectively.

 

F-37


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Capital Commitments

Commitments for the acquisition of plant and equipment and other purchase obligations contracted for but not recognized as liabilities and generally payable within one year, were nil at 31 March 2015.

15. Income Taxes

Income tax (expense) benefit includes income taxes currently payable and those deferred because of temporary differences between the financial statement and tax bases of assets and liabilities. Income tax (expense) benefit consists of the following components:

 

  Years Ended 31 March  
(Millions of US dollars) 2015   2014   2013  

Income from operations before income taxes:

Domestic

  $     145.5        $     141.6        $     110.6     

Foreign

  177.1        (87.0)       (76.9)    
  

 

 

    

 

 

    

 

 

 

Total income before income taxes

  $ 322.6        $ 54.6        $ 33.7     
  

 

 

    

 

 

    

 

 

 

Income tax expense

Current:

Domestic

  $ (11.9)       $ (8.9)       $ (5.3)    

Foreign

  (39.3)       (9.7)       (15.1)    
  

 

 

    

 

 

    

 

 

 

Current income tax expense

  (51.2)       (18.6)       (20.4)    
  

 

 

    

 

 

    

 

 

 

Deferred:

Domestic

  (3.7)       (3.3)       0.7     

Foreign

  23.6        66.8        31.5     
  

 

 

    

 

 

    

 

 

 

Deferred income tax benefit

  19.9        63.5        32.2     
  

 

 

    

 

 

    

 

 

 

Total income tax (expense) benefit

  $ (31.3)       $ 44.9        $ 11.8     
  

 

 

    

 

 

    

 

 

 

Income tax (expense) benefit computed at the statutory rates represents taxes on income applicable to all jurisdictions in which the Company conducts business, calculated at the statutory income tax rate in each jurisdiction multiplied by the pre-tax income attributable to that jurisdiction.

 

F-38


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Income tax (expense) benefit is reconciled to the tax at the statutory rates as follows:

 

  Years Ended 31 March  
(Millions of US dollars) 2015   2014   2013  

Income tax (expense) benefit at statutory tax rates

 $ (75.0)      $ 6.2       $ 8.8     

US state income taxes, net of the federal benefit

  (2.4)       (1.8)       (0.1)    

Asbestos adjustments

        48.3              30.2        (0.3)    

Expenses not deductible

  (3.4)       (2.1)       (2.0)    

Non-assessable items

  0.5        0.6        1.8     

Foreign taxes on domestic income

  (0.7)       -        -     

Amortization of intangibles

  2.8        1.7        2.0     

Taxes on foreign income

  (4.5)       (2.9)       1.1     

Tax assessment in dispute

  -        10.7        -     

Other items

  3.1        2.3        0.5     
  

 

 

    

 

 

    

 

 

 

Total income tax (expense) benefit

 $ (31.3)      $ 44.9       $       11.8     
  

 

 

    

 

 

    

 

 

 

Effective tax rate

  9.7%       (82.2%)       (35.0%)    
  

 

 

    

 

 

    

 

 

 

Deferred tax balances consist of the following components:

 

  31 March  
(Millions of US dollars) 2015   2014  

Deferred tax assets:

Asbestos liability

 $ 405.2       $ 471.8     

Other provisions and accruals

  46.3        52.5     

Net operating loss carryforwards

  17.0        12.8     

Foreign tax credit carryforwards

  107.0        135.4     
  

 

 

    

 

 

 

Total deferred tax assets

  575.5        672.5     

Valuation allowance

  (113.0)       (142.4)    
  

 

 

    

 

 

 

Total deferred tax assets, net of valuation allowance

  462.5        530.1     
  

 

 

    

 

 

 

Deferred tax liabilities:

Depreciable and amortizable assets

  (112.3)       (111.2)    

Other

  (3.7)       (6.9)    
  

 

 

    

 

 

 

Total deferred tax liabilities

  (116.0)       (118.1)    
  

 

 

    

 

 

 

Net deferred tax assets

 $       346.5       $       412.0     
  

 

 

    

 

 

 

The Company establishes a valuation allowance against a deferred tax asset if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

 

F-39


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

At 31 March 2015, the Company had European tax loss carry-forwards of approximately US$6.0 million that are available to offset future taxable income, of which US$4.5 million will never expire. Carry-forwards of US$1.5 million will expire in fiscal years 2016 through 2024. At 31 March 2015, the Company had a 100% valuation allowance against the European tax loss carry-forwards.

At 31 March 2015, the Company had Australian tax loss carry-forwards of approximately US$11.1 million that are available to offset future taxable income and which have an unlimited carry-forward period. The Australian tax loss carry-forwards primarily result from current and prior year tax deductions for contributions to AICF. The Performing Subsidiary is able to claim a deduction for its contributions to AICF over a five-year period commencing in the year the contribution is incurred. The Company recognized a tax deduction of US$73.4 million (A$83.8 million) for the year ended 31 March 2015 relating to total contributions to AICF of US$412.3 million (A$419.1 million) incurred in years ended 31 March 2011 through 31 March 2015.

At 31 March 2015, the Company had foreign tax credit carry-forwards of US$107.0 million that are available to offset future taxes payable. At 31 March 2015, the Company had a 100% valuation allowance against the foreign tax credit carry-forwards.

In determining the need for and the amount of a valuation allowance in respect of the Company’s asbestos related deferred tax asset, management reviewed the relevant empirical evidence, including the current and past core earnings of the Australian business and forecast earnings of the Australian business considering current trends. Although realization of the deferred tax asset will occur over the life of the AFFA, which extends beyond the forecast period for the Australian business, Australia provides an unlimited carry-forward period for tax losses. Based upon managements’ review, the Company believes that it is more likely than not that the Company will realize its asbestos related deferred tax asset and that no valuation allowance is necessary as of 31 March 2015. In the future, based on review of the empirical evidence by management at that time, if management determines that realization of its asbestos related deferred tax asset is not more likely than not, the Company may need to provide a valuation allowance to reduce the carrying value of the asbestos related deferred tax asset to its realizable value.

At 31 March 2015, the Company had income taxes currently payable of US$1.8 million, after taking into account total income tax paid, net of refunds received, during the year ended 31 March 2015 of US$29.9 million and withholding tax paid during the year ended 31 March 2015 of US$5.7 million. Income taxes were paid in Ireland, the United States, Canada, New Zealand and the Philippines. Withholding taxes were paid in the United States, Canada, Australia, New Zealand and the Philippines.

At 31 March 2015, the undistributed earnings of foreign subsidiaries approximated US$204.8 million. The Company intends to indefinitely reinvest the undistributed earnings of certain subsidiaries owned by its US subsidiary, and has not provided for taxes that would be payable upon remittance of those earnings. The amount of the potential deferred tax liability related to these undistributed earnings is impracticable to determine at this time.

Due to the size and nature of its business, the Company is subject to ongoing reviews by taxing jurisdictions on various tax matters. The Company accrues for tax contingencies based upon its best estimate of the taxes ultimately expected to be paid, which it updates over time as more information becomes available. Such amounts are included in taxes payable or other non-current liabilities, as

 

F-40


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

appropriate. If the Company ultimately determines that payment of these amounts is unnecessary, the Company reverses the liability and recognizes a tax benefit during the period in which the Company determines that the liability is no longer necessary. The Company records additional tax expense in the period in which it determines that the recorded tax liability is less than the ultimate assessment it expects.

Taxing authorities from various jurisdictions in which the Company operates are in the process of auditing and reviewing the Company’s respective jurisdictional income tax returns for various years. The Company accrues income tax liabilities in connection with ongoing audits and reviews based on knowledge of all relevant facts and circumstances, taking into account existing tax laws, its experience with previous audits and settlements, the status of current tax examinations and how the tax authorities view certain issues.

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits and interest and penalties are as follows:

 

(US$ millions) Unrecognized   Interest and  
  tax benefits   Penalties  

Balance at 31 March 2012

  $             2.6        $             0.9     

Additions for tax positions of the current year

  0.1        -         

Additions for tax positions of prior year

  2.6        (0.1)    

Expiration of statute of limitations

  (2.8)       (0.7)    

Other reductions for the tax positions of prior periods

  (1.0)       -         
  

 

 

    

 

 

 

Balance at 31 March 2013

  $ 1.5        $ 0.1     
  

 

 

    

 

 

 

Additions for tax positions of the current year

  0.1        -         

Additions for tax positions of prior year

  0.1        -         

Settlements paid during the current period

  (1.2)       -         

Other reductions for the tax positions of prior periods

  -            (0.1)    
  

 

 

    

 

 

 

Balance at 31 March 2014

  $ 0.5        $ -         
  

 

 

    

 

 

 

Additions for tax positions of the current year

  4.2        0.1     

Additions for tax positions of prior year

  0.2        0.2     
  

 

 

    

 

 

 

Balance at 31 March 2015

  $ 4.9        $ 0.3     
  

 

 

    

 

 

 

 

F-41


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

As of 31 March 2015, the total amount of unrecognized tax benefits and the total amount of interest and penalties accrued by the Company related to unrecognized tax benefits that, if recognized, would affect the tax expense is US$0.8 million and US$0.3 million, respectively. The remaining US$4.1 million of unrecognized tax benefits would not affect the tax expense if recognized.

The Company recognizes penalties and interest accrued related to unrecognized tax benefits in income tax expense. During the year ended 31 March 2015 and 2014, expense of US$0.3 million and income of $0.1 million, respectively, relating to interest and penalties was recognized within income tax expense arising from movements in unrecognized tax benefits.

The liabilities associated with uncertain tax benefits are included in other non-current liabilities on the Company’s consolidated balance sheet. These liabilities are offset by deferred tax assets included in current assets on the Company’s consolidated balance sheet. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of its assets and liabilities. Management believes that it is more likely than not that the full deferred tax asset will be realized.

A number of years may elapse before an uncertain tax position is audited or ultimately resolved. It is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions. It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months. These changes could result from the completion of ongoing examinations, the expiration of the statute of limitations, or other circumstances. At this time, an estimate of the range of the reasonably possible change cannot be made.

Interest Payments from Australia Tax Office (“ATO”)

During the fourth quarter ended 31 March 2012, the ATO provided a refund of US$396.3 million to RCI Pty Ltd (“RCI”), a wholly owned subsidiary of the Company, resulting from RCI’s successful appeal of a disputed amended tax assessment related to RCI’s income tax return for its 1999 fiscal year. The facts and circumstances relating to RCI’s successful appeal of the disputed amended tax assessment were fully disclosed in the notes to the Company’s consolidated financial statements as of and for the year ended 31 March 2012.

On 4 November 2013, the ATO notified RCI that RCI was entitled to a final additional amount of interest of A$17.3 million (US$15.4 million) in respect of amounts paid by RCI to the ATO while the appeal of the disputed amended tax assessment was in process. This final amount of interest was received from the ATO on 7 January 2014. As the receipt of this interest from the ATO relates to RCI’s successful appeal of its disputed amended tax assessment, the additional interest, net of tax, is included in Income tax benefit in the Company’s consolidated statements of operations and comprehensive income for the year ended 31 March 2014.

 

F-42


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

16. Stock-Based Compensation

Total stock-based compensation expense consists of the following:

 

  31 March  
(Millions of US dollars) 2015   2014   2013  

Liability Awards Expense

  $ 3.3       $ 4.5       $ 3.8    

Equity Awards Expense

  9.2       8.5       7.0    
  

 

 

 

Total stock-based compensation expense

  $     12.5       $     13.0       $     10.8    
  

 

 

 

As of 31 March 2015, the unrecorded future stock-based compensation expense related to outstanding equity awards was US$12.2 million after estimated forfeitures and will be recognized over an estimated weighted average amortization period of 1.5 years.

2001 Equity Incentive Plan

Under the Company’s 2001 Equity Incentive Plan (the “2001 Equity Incentive Plan”), the Company can grant equity awards in the form of nonqualified stock options, performance awards, restricted stock grants, stock appreciation rights, dividend equivalent rights, phantom stock or other stock-based benefits such as restricted stock units. The 2001 Equity Incentive Plan was first approved by the Company’s shareholders in 2001 and was reapproved to continue until September 2021 at the 2011 annual general meeting. The Company is authorized to issue 45,077,100 shares under the 2001 Equity Incentive Plan.

Under the 2001 Equity Incentive Plan, grants have been made at fair market value to management and other employees of the Company. Each option confers the right to subscribe for one ordinary share in the capital of JHI plc. The options may be exercised as follows: 25% after the first year; 25% after the second year; and 50% after the third year. All unexercised options expire 10 years from the date of issue or 90 days after the employee ceases to be employed by the Company.

As set out in the plan rules, the exercise prices and the number of shares available on exercise may be adjusted on the occurrence of certain events, including new issues, share splits, rights issues and capital reconstructions.

Under the 2001 Equity Incentive Plan, the Company granted 329,192 and 315,749 restricted stock units to its employees in the years ended 31 March 2015 and 2014, respectively. These restricted stock units may not be sold, transferred, assigned, pledged or otherwise encumbered so long as such units remain restricted. The Company determines the conditions or restrictions of any restricted stock awards, which include requirements of continued employment. At 31 March 2015, there were 657,870 restricted stock units outstanding under this plan.

 

F-43


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Long-Term Incentive Plan 2006

At the 2006 Annual General Meeting, the Company’s shareholders approved the establishment of a Long-Term Incentive Plan 2006 (the “LTIP”) to provide incentives to certain members of senior management (“Executives”). The shareholders also approved, in accordance with certain LTIP rules, the issue of options in the Company to Executives of the Company. At the Company’s 2008 Annual General Meeting, the shareholders amended the LTIP to also allow restricted stock units to be granted under the LTIP. The LTIP was re-approved by the Company’s shareholders in 2012.

As of 31 March 2015, the Company had granted 9,079,932 restricted stock units under the LTIP. These restricted stock units may not be sold, transferred, assigned, pledged or otherwise encumbered so long as such units remain restricted. The Company determines the conditions or restrictions of any restricted stock awards, which may include requirements of continued employment, individual performance or the Company’s financial performance or other criteria. Restricted stock units expire on exercise, vesting or as set out in the grant documents or LTIP rules.

In November 2006 and August 2007, 1,132,000 and 1,016,000 options were granted to Executives, respectively, under the LTIP. The vesting of these equity awards are subject to ‘performance hurdles’ as outlined in the LTIP rules. Unexercised options expire 10 years from the date of issue unless an Executive ceases employment with the Company. At 31 March 2015, there were no options outstanding under the LTIP.

At 31 March 2015, there were 3,350,131 restricted stock units outstanding under the LTIP.

The following table summarizes the Company’s shares available for grant as options, restricted stock units or other equity instruments under the LTIP and 2001 Equity Incentive Plan at 31 March 2015, 2014 and 2013:

 

  Shares
Available for
Grant
 

Balance at 31 March 2013

  24,503,783      
  

 

 

 

Granted

  (1,266,656)     

New Shares Authorized

  710,000      
  

 

 

 

Balance at 31 March 2014

  23,947,127      
  

 

 

 

Granted

  (1,192,225)     

New Shares Authorized

  2,000,000      
  

 

 

 

Balance at 31 March 2015

  24,754,902      
  

 

 

 

 

F-44


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Stock Options

There were no stock options granted during the years ended 31 March 2015 and 2014. The following table summarizes the Company’s stock options activity during the noted period:

 

  Outstanding Options
      Number       Weighted
Average
Exercise
    Price (A$)    

Balance at 31 March 2013

  5,156,136      7.94
  

 

 

    

Exercised

  (4,056,860)     7.89
  

 

 

    

Balance at 31 March 2014

  1,099,276      8.11
  

 

 

    

Exercised

  (587,496)     8.06
  

 

 

    

Balance at 31 March 2015

  511,780      8.17
  

 

 

    

The total intrinsic value of stock options exercised was A$3.6 million and A$13.8 million for the years ended 31 March 2015 and 2014, respectively.

Windfall tax benefits realized in the United States from stock options exercised and included in cash flows from financing activities in the consolidated statements of cash flows were US$1.4 million, US$5.6 million and US$3.5 for the years ended 31 March 2015, 2014 and 2013, respectively.

The following table summarizes outstanding and exercisable options under both the 2001 Equity Incentive Plan and the LTIP as of 31 March 2015:

 

                            
           Options Outstanding           Options Exercisable  
Exercise
Price (A$)
         Number      Weighted
Average
Remaining
Life (in Years)
   Weighted
Average
Exercise
Price (A$)
  

Aggregate
Intrinsic

Value (A$)

          Number      Weighted
Average
Exercise
Price (A$)
  

Aggregate
Intrinsic

Value (A$)

 
  6.38           103,080         2.7    6.38      915,350              103,080         6.38      915,350     
  8.40           223,700         1.6    8.40      1,534,582              223,700         8.40      1,534,582     
  8.90           185,000         0.7    8.90      1,176,600              185,000         8.90      1,176,600     
    

 

 

          

 

 

       

 

 

       

 

 

 
      Total               511,780                $     3,626,532                  511,780             $     3,626,532     
    

 

 

          

 

 

       

 

 

       

 

 

 

The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value based on stock options with an exercise price less than the Company’s closing stock price of A$15.26 as of 31 March 2015, which would have been received by the option holders had those option holders exercised their options as of that date.

 

F-45


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Restricted Stock Units

The Company estimates the fair value of restricted stock units on the date of grant and recognizes this estimated fair value as compensation expense over the periods in which the restricted stock vests.

The following table summarizes the Company’s restricted stock unit activity during the noted period:

 

  Restricted
    Stock Units    
  Weighted
Average Fair
    Value at Grant    
Date (A$)

Non-vested at 31 March 2013

  4,004,368       5.99
  

 

 

    

Granted

  1,266,656       9.11

Vested

  (1,227,372)      5.42

Forfeited

  (159,734)      6.38
  

 

 

    

Non-vested at 31 March 2014

  3,883,918       7.17
  

 

 

    

Granted

  1,192,225       11.00

Vested

  (774,675)      6.63

Forfeited

  (293,467)      6.90
  

 

 

    

Non-vested at 31 March 2015

  4,008,001       8.44
  

 

 

    

Restricted Stock Units – service vesting

On 9 December 2014, 329,192 restricted stock units (service vesting) were granted to employees under the 2001 Equity Incentive Plan. On 16 September 2013 and 9 December 2013, 56,128 and 259,621, respectively, restricted stock units (service vesting) were granted to employees under the 2001 Equity Incentive Plan. The fair value of each restricted stock unit (service vesting) is equal to the market value of the Company’s common stock on the date of the grant, adjusted for the fair value of estimated dividends as the restricted stock unit holder is not entitled to dividends over the vesting period.

On 9 December 2014 and 5 March 2015, 220,984 and 1,901, respectively, restricted stock units (service vesting) that were previously granted as part of the 2001 Equity Incentive Plan became fully vested and the underlying common stock was issued. On 9 December 2013, 24 January 2014 and 5 March 2014, 253,741, 4,281 and 950, respectively, restricted stock units (service vesting) that were previously granted as part of the 2001 Equity Incentive Plan became fully vested and the underlying common stock was issued.

 

F-46


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Restricted Stock Units – performance vesting

The Company granted 403,716 and 461,019 restricted stock units with a performance vesting condition under the LTIP to senior executives and managers of the Company on 16 September 2014 and 16 September 2013, respectively. The vesting of the restricted stock units is deferred for three years and is subject to a return on capital employed (“ROCE”) performance hurdle being met. The vesting of the restricted stock units is also subject to negative discretion by the Board. The Board’s discretion will reflect the Board’s judgment of the quality of the returns balanced against management’s delivery of market share growth and a scorecard of key qualitative and quantitative performance objectives.

The Company granted 266,627 restricted stock units with a performance vesting condition under the LTIP to senior executives and managers of the Company on 7 June 2012. The vesting of the restricted stock units is deferred for two years and the amount of restricted stock units that will vest at that time is subject to the Board’s exercise of negative discretion. On 6 June 2014, 237,239 restricted stock units (performance vesting) that were granted on 7 June 2012 as part of the fiscal year 2012 long-term incentive award became fully vested and the underlying common stock was issued. On 7 June 2013, 61,363 restricted stock units (performance vesting) that were granted on 7 June 2011 as part of the fiscal year 2011 long-term incentive award became fully vested and the underlying common stock was issued.

When the Board reviews the awards and determines whether any negative discretion should be applied at the vesting date, the award recipients may receive all, some, or none of their awards. The Board may only exercise negative discretion and may not enhance the maximum award that was originally granted to the award recipient.

The fair value of each restricted stock unit (performance vesting) is adjusted for changes in JHI plc’s common stock price at each balance sheet date until the performance conditions are applied at the vesting date.

Restricted Stock Units – market condition

Under the terms of the LTIP, the Company granted 459,317 and 489,888 restricted stock units (market condition) to senior executives and managers of the Company on 16 September 2014 and 16 September 2013, respectively. The vesting of these restricted stock units is subject to a market condition as outlined in the LTIP.

 

F-47


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

The fair value of each of these restricted stock units (market condition) granted under the LTIP is estimated using a binomial lattice model that incorporates a Monte Carlo simulation (the “Monte Carlo” method). The following table includes the assumptions used for restricted stock grants (market condition) valued during the year ended 31 March 2015 and 2014, respectively:

 

Vesting Condition: Market   Market  
 

FY15

 

FY14

 

Date of grant

  16 Sep 2014      16 Sep 2013   

Dividend yield (per annum)

  4.5%      3.0%   

Expected volatility

  37.4%      43.3%   

Risk free interest rate

  1.6%      1.4%   

Expected life in years

  3.0      3.0   

JHX stock price at grant date (A$)

  12.42      10.17   

Number of restricted stock units

  459,317      489,888   

On 17 March 2015, 275,682 restricted stock units (market condition) that were previously granted became fully vested and the underlying common stock was issued.

Scorecard LTI – cash settled units

Under the terms of the LTIP, the Company granted awards equivalent to 454,179 and 518,647 Scorecard LTI units on 16 September 2014 and 16 September 2013, respectively. These awards provide recipients a cash incentive based on JHI plc’s common stock price on the vesting date and each executive’s scorecard rating. The vesting of awards is measured on individual performance conditions based on certain performance measures. Compensation expense recognized for awards are based on the fair market value of JHI plc’s common stock on the date of grant and recorded as a liability. The expense is recognized ratably over the vesting period and the liability is adjusted for subsequent changes in JHI plc’s common stock price at each balance sheet date.

On 6 June 2014, 445,141 of the 716,536 Scorecard LTI units that were previously granted on 7 June 2011 as part of the FY2012 long-term incentive award became fully vested and the balance lapsed as a result of the Board’s exercise of negative discretion. The cash amount paid to award recipients was based on an average 10 trading-day closing price of JHI plc’s common stock price.

On 29 June 2013, 324,027 of the 821,459 Scorecard LTI units that were previously granted on 29 June 2010 as part of the FY2011 long-term incentive award became fully vested and the balance lapsed as a result of the Board’s exercise of negative discretion. The cash amount paid to award recipients was based on JHI plc’s common stock price prior to the vesting date.

 

F-48


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

17.  Capital Management and Dividends

The following table summarizes the dividends declared or paid during the fiscal years 2013, 2014 and 2015:

 

(Millions of US dollars)    US
Cents/Security
   US$ Total
Amount
   Announcement Date    Record Date    Payment Date

FY 2015 first half dividend

   0.08    34.2    19 November 2014    23 December 2014    27 February 2015

FY 2014 special dividend

   0.20    89.0    22 May 2014    12 June 2014    8 August 2014

FY 2014 second half dividend

   0.32    142.3    22 May 2014    12 June 2014    8 August 2014

125 year anniversary special dividend

   0.28    124.6    28 February 2014    21 March 2014    30 May 2014

FY 2014 first half dividend

   0.08    35.5    14 November 2013    19 December 2013    28 March 2014

FY 2013 special dividend

   0.24    106.1    23 May 2013    28 June 2013    26 July 2013

FY 2013 second half dividend

   0.13    57.5    23 May 2013    28 June 2013    26 July 2013

During fiscal year 2014, the Company announced a share buyback program to acquire up to 5% of its issued capital in the twelve months through May 2014. Under this program, the Company repurchased and cancelled 715,000 shares of its common stock during the first quarter of the current fiscal year. The aggregate costs of the shares repurchased and cancelled was A$9.8 million (US$9.1 million), at an average market price of A$13.69 (US$12.73). Upon the expiration of the fiscal year 2014 program, the Company announced a new share buyback program (the “fiscal year 2015 program”) to acquire up to 5% of its issued capital. No shares have been repurchased or cancelled under the fiscal year 2015 program during the year ended 31 March 2015.

18.  Operating Segment Information and Concentrations of Risk

The Company has reported its operating segment information in the format that the operating segment information is available to and evaluated by senior management. USA and Europe Fibre Cement manufactures fibre cement interior linings, exterior siding products and related accessories in the United States; these products are sold in the United States, Canada and Europe. Asia Pacific Fibre Cement includes all fibre cement manufactured in Australia, New Zealand and the Philippines and sold in Australia, New Zealand, Asia, the Middle East (Israel, Kuwait, Qatar and United Arab Emirates), and various Pacific Islands. Research and Development represents the cost incurred by the research and development centres.

 

F-49


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

Operating Segments

The following are the Company’s operating segments and geographical information:

 

  Net Sales to Customers1
Years Ended 31 March
 
(Millions of US dollars) 2015   2014   2013  

USA & Europe Fiber Cement

 $ 1,276.5      $ 1,127.6      $ 951.4    

Asia Pacific Fiber Cement

  380.4       366.2       369.9    
  

 

 

    

 

 

    

 

 

 

Worldwide total

 $         1,656.9      $         1,493.8      $         1,321.3    
  

 

 

    

 

 

    

 

 

 
  Income Before Income Taxes
Years Ended 31 March
 
(Millions of US dollars) 2015   2014   2013  

USA & Europe Fiber Cement2, 3

 $ 285.9       $ 237.0       $ 145.6     

Asia Pacific Fiber Cement2, 8

  94.1        81.1        61.7     

Research and Development2

  (26.0)       (24.4)       (26.0)    
  

 

 

    

 

 

    

 

 

 

Segments total

  354.0        293.7        181.3     

General Corporate4

  (19.0)       (240.6)       (151.8)    
  

 

 

    

 

 

    

 

 

 

Total operating income

  335.0        53.1        29.5     

Net interest expense5

  (7.5)       (1.1)       2.4     

Other (expense) income

  (4.9)       2.6        1.8     
  

 

 

    

 

 

    

 

 

 

Worldwide total

 $ 322.6       $ 54.6       $ 33.7     
  

 

 

    

 

 

    

 

 

 
      Total Identifiable Assets
31 March
 
(Millions of US dollars)      2015   2014  

USA & Europe Fiber Cement

 $ 959.3       $ 782.6     

Asia Pacific Fiber Cement

  279.8        235.1     

Research and Development

  20.7        19.7     
     

 

 

    

 

 

 

Segments total

  1,259.8        1,037.4     

General Corporate6, 7

  784.7        1,066.6     
     

 

 

    

 

 

 

Worldwide total

 $ 2,044.5       $ 2,104.0     
     

 

 

    

 

 

 

 

F-50


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

 

  Net Sales to Customers1
Years Ended 31 March
 
(Millions of US dollars) 2015   2014   2013  

USA

 $ 1,238.5       $ 1,094.6       $ 923.8     

Australia

  267.7        259.2        272.0     

New Zealand

  64.7        63.0        56.1     

Other Countries

  86.0        77.0        69.4     
  

 

 

    

 

 

    

 

 

 

Worldwide total

 $         1,656.9       $         1,493.8       $         1,321.3     
  

 

 

    

 

 

    

 

 

 

 

 

Total Identifiable Assets

31 March

 

(Millions of US dollars)

  2015      2014   

USA

 $ 956.4       $ 785.8     

Australia

  223.4        173.8     

New Zealand

  25.8        29.4     

Other Countries

  54.2        48.4     
  

 

 

    

 

 

 

Segments total

  1,259.8        1,037.4     

General Corporate6, 7

  784.7        1,066.6     
  

 

 

    

 

 

 

Worldwide total

 $       2,044.5       $       2,104.0     
  

 

 

    

 

 

 

 

 

 

1 Export sales and inter-segmental sales are not significant.

 

2

Research and development expenditures are expensed as incurred and are summarized by segment in the following table:

 

  Research & Development
Years Ending 31 March
 
(Millions of US dollars) 2015   2014   2013  

USA & Europe Fiber Cement

$ 6.1    $ 9.6    $ 11.9   

Asia Pacific Fiber Cement

  1.4      1.3      1.7   

Research and Developmenta

  24.2      22.2      23.6   
$     31.7    $     33.1    $     37.2   

a The Research and Development segment also included selling, general and administrative expenses of US$1.8 million, US$2.2 million and US$2.4 million in fiscal years 2015, 2014 and 2013, respectively.

 

F-51


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

 

3 

Included in the USA and Europe Fibre Cement segment for the year ended 31 March 2013 are asset impairment charges of US$16.9 million. See Note 7 for further information.

 

4

The principal components of the General Corporate segment 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 the General Corporate segment are the following:

 

  Years Ended 31 March  
(Millions of US dollars) 2015   2014   2013  

Asbestos Adjustments

$     33.4      $    (195.8)      $    (117.1)   

AICF SG&A expenses

  2.5      2.1       1.7    

 

5

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) income is net AICF interest income of US$1.4 million, US$2.9 million and US$7.0 million in fiscal years 2015, 2014 and 2013, respectively.

 

6

The Company does not report deferred tax assets and liabilities for each operating segment as operating segments are not held directly accountable for deferred income taxes. All deferred income taxes are included in the General Corporate segment.

 

7

Asbestos-related assets at 31 March 2015 and 2014 are US$657.3 million and US$812.4 million, respectively, and are included in the General Corporate segment.

 

8 

Included in the Asia Pacific Fibre Cement segment for the years ended 31 March 2015, 2014 and 2013 are adjustments to the provision for New Zealand weathertightness claims. See Note 14 for more information.

 

  Years Ended 31 March  
(Millions of US dollars) 2015   2014   2013  

New Zealand weathertightness claims

  $    4.3      $    (1.8)      $    (13.2)   

benefit / (expense)

Concentrations of Risk

The distribution channels for the Company’s fibre cement products are concentrated. If the Company were to lose one or more of its major customers, there can be no assurance that the Company will be able to find a replacement. Therefore, the loss of one or more customers could have a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows.

The Company has two major customers that individually account for over 10% of the Company’s net sales in one or all of the past three fiscal years.

These two customers’ accounts receivable represented 14% of the Company’s trade accounts receivable at 31 March 2015 and 2014. The following are gross sales generated by these two customers, which are all from the USA and Europe Fibre Cement segment:

 

F-52


James Hardie Industries plc

Notes to Consolidated Financial Statements (continued)

 

 

 

 

  Years Ended 31 March
(Millions of US dollars) 2015      2014      2013     
%     %     %    

Customer A

 $ 177.4    10.7%  $ 174.2    11.7%  $ 223.0    16.9%

Customer B

  143.4    8.7%   139.6    9.3%   137.7    10.4%
  

 

 

      

 

 

      

 

 

    
 $         320.8     $     313.8     $     360.7   
  

 

 

      

 

 

      

 

 

    

Approximately 25%, 27% and 30% of the Company’s net sales in fiscal year 2015, 2014 and 2013, respectively, were derived from outside the United States. Consequently, changes in the value of foreign currencies could significantly affect the consolidated financial position, results of operations and cash flows of the Company’s non-US operations on translation into US dollars.

19.  Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

During the year ended 31 March 2015, there were reclassifications out of Accumulated other comprehensive income related to the de-designation of the cash-flow hedges.

 

(Millions of US dollars)    Pension and
Post-Retirement
Benefit
Adjustment
     Cash Flow
Hedges
     Foreign
Currency
Translation
Adjustments
     Total  

Balance at 31 March 2014

   $ (0.3)         $ 0.9         $ 32.5         $             33.1     

Other comprehensive loss before reclassifications

     -                -                (32.9)        $ (32.9)    

De-designation of cash flow hedges

     -                (0.6)          -                (0.6)    
  

 

 

    

 

 

    

 

 

    

 

 

 

Net current-period other comprehensive loss

     -                (0.6)          (32.9)          (33.5)    
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at 31 March 2015

   $ (0.3)        $ 0.3         $ (0.4)        $ (0.4)    
  

 

 

    

 

 

    

 

 

    

 

 

 

20.  Subsequent Events

On 6 May 2015, the Company entered into a conditional sale agreement to sell its Australian fiber reinforced concrete pipes business (“Australian Pipes Business”). At the date of this annual report, the sale is still subject to the satisfactory completion of various contract conditions, but is expected to close in the first half of fiscal year 2016. The Company does not consider the disposition of the pipes business as a material divestiture or a strategic shift in the nature of its operations. The assets and liabilities of the Australian Pipes Business were classified as assets held for sale within Prepaid expenses and other current assets at 31 March 2015 and 2014.

 

F-53