Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Management’s Annual Report on Internal Control Over Financial Reporting
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and are subject to certain limitations, including the exercise of judgment by individuals, the difficulty in identifying unlikely future events, and the difficulty in eliminating misconduct completely. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2026 to ensure the information required to be disclosed in the reports that we file or submit under the Exchange Act were recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosures.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
We assessed the effectiveness of our internal control over financial reporting as of March 31, 2026. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on our assessment using those criteria, we concluded that our internal control over financial reporting was effective as of March 31, 2026.
Management excluded AZEK, which was acquired on July 1, 2025, from our assessment of internal control over financial reporting as of March 31, 2026. AZEK represents approximately 27% of the Company’s consolidated total assets, excluding goodwill and intangible assets, and approximately 22% of the Company’s consolidated net sales as of and for the year ended March 31, 2026. This exclusion is in accordance with the SEC staff's general guidance that an assessment of an acquired business may be omitted from the scope of management's assessment of the effectiveness of internal control over financial reporting for one year following the acquisition. See Note 2 to our consolidated financial statements for further discussion of the AZEK acquisition.
The effectiveness of our internal control over financial reporting as of March 31, 2026 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report below.
Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of James Hardie Industries plc
Opinion on Internal Control Over Financial Reporting
We have audited James Hardie Industries plc’s internal control over financial reporting as of March 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, James Hardie Industries plc (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, 2026, based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of The AZEK Company, Inc., which is included in the 2026 consolidated financial statements of the Company and constituted 27% of total assets, excluding goodwill and intangible assets, as of March 31, 2026 and 22% of net sales, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of The AZEK Company, Inc.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, 2026 and 2025, the related consolidated statements of operations and comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended March 31, 2026, and the related notes and our report dated May 19, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
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authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Irvine, California
May 19, 2026
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ITEM 9B. OTHER INFORMATION
In addition to the Company’s primary listing on the New York Stock Exchange, the Company’s shares of common stock are also quoted in the form of CUFS on the ASX and trade under the ticker symbol “JHX”. As part of our ASX listing, we are required to comply with the various disclosure requirements as set out under the ASX Listing Rules. The following information in this Item 9B is intended to comply with the ASX Listing Rules (where that information has not been provided elsewhere in this Annual Report).
Australian Corporate Governance Statement
The Board of Directors and employees of the Company are committed to developing, promoting and maintaining a strong culture of good corporate governance and ethical conduct. The Board of Directors confirm that the Company’s corporate governance framework is generally consistent with the ASX’s Corporate Governance Council’s “Corporate Governance Principles and Recommendations” (4th Edition) (“ASX Governance Recommendations”). The Company’s Corporate Governance Statement is available for viewing at ( ir.jameshardie.com.au ) . The Corporate Governance Statement sets out the ASX Governance Recommendations and the Company’s response as to how and whether it follows those recommendations. Where the Company’s practices depart from a recommendation, the Board of Directors has disclosed in the Corporate Governance Statement the departure along with reasons for the adoption of its own practices. The Company’s most recent Corporate Governance Statement, dated May 14, 2026 and approved by the Board of Directors remains accurate as of the date of this Annual Report.
General information
The name of our Company Secretary is Ms. Aoife Rockett.
The Company’s ASX liaison officer who is responsible for communications with the ASX is Ms. Aoife Rockett.
The address of our registered office in Australia is Level 17, 60 Castlereagh St., Sydney, New South Wales 2000 and our telephone number there is +61 2 13 11 03.
Registers of securities are held as follows:
• for CDIs in Australia at Computershare Investor Services Pty Limited, GPO Box 2975, Melbourne, VIC 3001, telephone number +61 3 9415 4000 or toll free within Australia: 1300 855 080; and
• for common stock in the United States at Computershare Investor Services, P.O. Box 43078, Providence, RI 02940-3078, telephone number +1-781-575-2906 or toll free 866-644-4127.
Our common stock, also referred to as ordinary shares, is quoted on the New York Stock Exchange under the symbol “JHX”. Our CUFS (representing underlying shares of common stock in the Company) are quoted on the ASX and trade under the ticker symbol “JHX”.
The Company is not subject to Chapters 6, 6A, 6B and 6C of the Corporations Act 2001 (Cth) dealing with the acquisition of shares (i.e., substantial holdings and takeovers).
2026 Annual General Meeting
Our board of directors has determined that our 2026 annual general meeting will be held on August 20, 2026 (the “2026 Annual Meeting”). The time and location of the 2026 Annual Meeting, and the matters to be considered, will be as set forth in our definitive proxy statement for the 2026 Annual Meeting to be filed with the SEC and the ASX.
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Because the expected date of the 2026 Annual Meeting represents a change of more than 30 calendar days from the date of the anniversary of our 2025 annual general meeting, we are informing shareholders of this change and the updated deadline for shareholders to submit proposals intended for consideration at the 2026 Annual Meeting in accordance with the rules and regulations of the SEC. Accordingly, to be timely, shareholders wishing to submit proposals pursuant to Rule 14a-8 of Regulation 14A and intended to be considered at the 2026 Annual Meeting must ensure that proper notice is received by us at our offices no later than the close of business on June 1, 2026, which we consider a reasonable time before we will begin printing and mailing proxy materials. SEC rules permit a proxy holder to vote in its discretion as to proposals that do not comply with this deadline (and in certain cases notwithstanding compliance with this deadline). Similarly, shareholders who intend to submit director nominees other than our nominees at our 2026 Annual Meeting and who seek to include such nominees on our proxy card must provide us the notice setting forth the information required by Rule14a-19 under the Exchange Act no later than June 21, 2026. Our Constitution and Irish law provide other deadlines for submitting proposals, including director nominations.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item will be included in our definitive proxy statement for our 2026 Annual General Meeting of shareholders, or the Proxy Statement, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the 2026 fiscal year, and is herein incorporated by reference.
Code of Ethics
We have adopted a Global Code of Business Conduct (the “Code of Conduct”) which applies to all of the Company’s employees and directors. The Code of Conduct covers many aspects of corporate policy and addresses compliance with legal and other responsibilities to stakeholders. All directors and employees of the Company worldwide are required to review the Code of Conduct on an annual basis. As part of its oversight functions, the Audit Committee oversees the Code of Conduct and reviews the policy on an annual basis. A copy of the Code of Conduct is available in the Governance section of the Company’s investor relations website ( ir.jameshardie.com.au ) .
Complaints/Ethics Reporting Hotline
The Code of Conduct provides employees with whom they should contact if they have information or questions regarding potential violations of the policy. Globally, the Company maintains an ethics reporting hotline operated by an independent external provider which allows employees to report anonymously any concerns. All Company employees worldwide are required to complete annual Code of Conduct training, which includes information about the ethics reporting hotline.
All complaints, whether to the ethics reporting hotline or otherwise, are initially reported directly to the Chief Legal Officer, Employment Counsel, Chief Human Resources Officer and the VP of Internal Audit (except in cases where the complaint refers to one of them). The material complaints are referred immediately to the Chair of the Board and the Audit Committee. Less serious complaints are reported to the Audit Committee on a quarterly basis.
Interested parties who have a concern about the Company’s conduct, including accounting, internal controls or audit matters, may communicate directly with the Company’s Chair of the Board, directors as a group, the Chair of the Audit Committee or Audit Committee members. These communications may be confidential or anonymous, and may be submitted in writing to the Company Secretary at the Company’s corporate headquarters or submitted by phone on +353 1 4119929. All concerns will be forwarded to the appropriate directors for their review and will be simultaneously reviewed and addressed by the Company’s Chief Legal Officer in the same way that other concerns are addressed. The Company’s Code of Conduct, which is described above, prohibits any employee from retaliating or taking any adverse action against anyone for raising or helping to resolve a concern about integrity.
Insider Trading
We have adopted an Insider Trading Policy that governs the purchase, sale and/or other dispositions of our securities by us and by our directors, officers and employees, as well as their immediate family members and entities owned or controlled by them, and that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable exchange listing standards. A copy of our insider trading policy is filed as Exhibit 19 t o this Annual Report.
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Anti-Bribery and Corruption
We are committed to ensuring a workplace free from bribery and corruption. This zero tolerance is endorsed and supported by senior management and the Board. All employees must comply with the Company’s Anti-Bribery and Corruption Policy. All complaints are initially reported directly to the Chief Legal Officer, Employment Counsel, Chief Human Resources Officer and the VP of Internal Audit (except in cases where the complaint refers to one of them). The material complaints are referred immediately to the Chair of the Board and the Audit Committee. Less serious complaints are reported to the Audit Committee on a quarterly basis.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be included in our definitive Proxy Statement, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the 2026 fiscal year, and is herein incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The information required by this item will be included in our definitive Proxy Statement, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the 2026 fiscal year, and is herein incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item will be included in our definitive Proxy Statement, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the 2026 fiscal year, and is herein incorporated by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item will be included in our definitive Proxy Statement, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the 2026 fiscal year, and is herein incorporated by reference.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
a. List the following documents filed as a part of the report:
i. Financial statements: The financial statements and notes thereto annexed to this report beginning on page F-1.
ii. Financial statement schedules: All schedules are omitted because they are either not applicable or the required information is disclosed in our audited consolidated financial statements or the accompanying notes.
iii. Exhibits: The lists of Exhibits filed as part of this Annual Report on Form 10-K is set forth in the Exhibit Index.
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EXHIBIT INDEX
Exhibit No. Exhibit Name Originally Filed as Exhibit No. Filing 1
3.1 Memorandum of Association of James Hardie Industries plc, as amended
1.1 Form 20-F filed on May 18, 2021
3.2 Articles of Association of James Hardie Industries plc
1.2 Form 20-F filed on May 18, 2021
4.1* Description of Registrant’s Securities
4.2 Indenture, dated December 13, 2017, by and among James Hardie International Finance Designated Activity Company, the guarantors named therein and Deutsche Bank Trust Company Americas
2.13 Form 20-F filed on May 22, 2018
4.3 Form of 5.000% Senior Note due 2028
2.15 Form 20-F filed on May 22, 2018
4.4* Indenture, dated June 17, 2025, by and among JH North America Holdings Inc., the guarantors named therein and U.S. Bank Trust Company, National Association
4.5* Form of Rule 144A 5.875% Senior Secured Note due 2031
4.6* Form of Rule 144A 6.125% Senior Secured Note due 2032
4.7* Form of Regulation S 5.875% Senior Secured Note due 2031
4.8* Form of Regulation S 6.125% Senior Secured Note due 2032
10.1 Guarantee Trust Deed, dated December 19, 2006, by and between James Hardie Industries N.V. and AET Structured Finance Services Pty Limited
4.12 Post-Effective No. 1 to Form F-4 filed on June 17, 2010 (File No. 333-165531)
10.2 Performing Subsidiary Undertaking and Guarantee Trust Deed, dated December 19, 2006, by and between James Hardie 117 Pty Limited and AET Structured Finance Services Pty Limited
4.14 Post-Effective No. 1 to Form F-4 filed on June 17, 2010 (File No. 333-165531)
10.3 Intercreditor Deed, dated December 19, 2006, by and among The State of New South Wales, James Hardie Industries N.V., Asbestos Injuries Compensation Fund Limited and AET Structured Finance Services Pty Limited
10.34 Post-Effective No. 1 to Form F-4 filed on June 17, 2010 (File No. 333-165531)
10.4 Letter Agreement, dated March 21, 2007, amending the Intercreditor Deed, dated December 19, 2006, by and among The State of New South Wales, James Hardie Industries N.V., Asbestos Injuries Compensation Fund Limited and AET Structured Finance Services Pty Limited
10.35 Post-Effective No. 1 to Form F-4 filed on June 17, 2010 (File No. 333-165531)
10.5 Performing Subsidiary Intercreditor Deed, dated December 19, 2006, by and among The State of New South Wales, James Hardie 117 Pty Limited, Asbestos Injuries Compensation Fund Limited and AET Structured Finance Services Pty Limited
10.37 Post-Effective No. 1 to Form F-4 filed on June 17, 2010 (Commission File Number 333-165531)
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Exhibit No. Exhibit Name Originally Filed as Exhibit No. Filing 1
10.6 Letter Agreement, dated March 21, 2007, amending the Performing Subsidiary Intercreditor Deed, dated December 19, 2006, by and among The State of New South Wales, James Hardie 117 Pty Limited, Asbestos Injuries Compensation Fund Limited and AET Structured Finance Services Pty Limited
10.38 Post-Effective No. 1 to Form F-4 filed on June 17, 2010 (File No. 333-165531)
10.7 Amending Deed to Guarantee Trust Deed, dated October 6, 2009, by and between James Hardie Industries N.V. and AET Structured Finance Services Pty Limited
2.10 Form 20-F filed on June 30, 2010
10.8 Amending Deed to Performing Subsidiary Undertaking and Guarantee Trust Deed, dated October 6, 2009, by and between James Hardie 117 Pty Limited and AET Structured Finance Services Pty Limited
2.12 Form 20-F filed on June 30, 2010
10.9 Amending Deed (Intercreditor Deed), dated June 23, 2009, by and among The State of New South Wales, James Hardie Industries N.V., Asbestos Injuries Compensation Fund Limited and AET Structured Finance Services Pty Limited
4.36 Form 20-F filed on June 30, 2010
10.10 Amending Deed (Performing Subsidiary Intercreditor Deed), dated June 23, 2009, by and among The State of New South Wales, James Hardie 117 Pty Limited, Asbestos Injuries Compensation Fund Limited and AET Structured Finance Services Pty Limited
4.39 Form 20-F filed on June 30, 2010
10.11 Deed of Release - Unions and Banton, dated December 21, 2005, by and among James Hardie Industries N.V., Australian Council of Trade Unions, Unions New South Wales, and Bernard Douglas Banton
4.23 Form 20-F filed on September 29, 2006
10.12 Deed of Release, dated June 22, 2006, by and between James Hardie Industries N.V. and The State of New South Wales
4.25 Form 20-F filed on September 29, 2006
10.13 Amended and Restated Final Funding Agreement, dated November 21, 2006, by and among James Hardie Industries N.V., James Hardie 117 Pty Ltd, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of the Asbestos Injuries Compensation Fund
99.4 Form 6-K filed on January 5, 2007
10.14 Asbestos Injuries Compensation Fund Amended and Restated Trust Deed, dated December 14, 2006, by and between James Hardie Industries N.V. and Asbestos Injuries Compensation Fund Limited
4.22 Form 20-F filed on July 6, 2007
10.15 Second Irrevocable Power of Attorney, dated December 14, 2006, by and between Asbestos Injuries Compensation Fund Limited and The State of New South Wales
4.26 Form 20-F filed on July 6, 2007
10.16 Deed of Accession, dated December 14, 2006, by and among Asbestos Injuries Compensation Fund Limited, James Hardie Industries N.V., James Hardie 117 Pty Limited and The State of New South Wales
4.27 Form 20-F filed on July 6, 2007
10.17 Amendment to Amended and Restated Final Funding Agreement, dated August 6, 2007, by and among, James Hardie Industries NV, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of the Asbestos Injuries Compensation Fund
4.22 Form 20-F filed on July 8, 2008
10.18 Deed Poll, dated June 11, 2008, amendment of the Asbestos Injuries Compensation Fund Amended and Restated Trust Deed
4.27 Form 20-F filed on July 8, 2008
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Exhibit No. Exhibit Name Originally Filed as Exhibit No. Filing 1
10.19 Amendment to Amended and Restated Final Funding Agreement, dated November 8, 2007, by and among, James Hardie Industries NV, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of the Asbestos Injuries Compensation Fund
4.23 Form 20-F filed on July 8, 2008
10.20 Amendment to Amended and Restated Final Funding Agreement, dated June 11, 2008, by and among, James Hardie Industries NV, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of the Asbestos Injuries Compensation Fund
4.24 Form 20-F filed on July 8, 2008
10.21 Amendment to Amended and Restated Final Funding Agreement, dated July 17, 2008, by and among, James Hardie Industries NV, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of the Asbestos Injuries Compensation Fund
10.27 Registration Statement on Form F-4 filed on June 23, 2009 (File No. 333-160177)
10.22 Deed of Confirmation, dated June 23, 2009, by and among James Hardie Industries N.V, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of the Asbestos Injuries Compensation Fund
10.37 Registration Statement on Form F-4/A filed on July 10, 2009 (File No. 333-160177)
10.23 Amending Agreement (Parent Guarantee), dated June 23, 2009, by and among Asbestos Injuries Compensation Fund Limited, The State of New South Wales and James Hardie Industries N.V.
4.30 Form 20-F filed on June 30, 2010
10.24 Deed to amend the Amended and Restated Final Funding Agreement and facilitate the Authorized Loan Facility, dated December 9, 2010, by and among James Hardie Industries SE, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of each of the Compensation Funds
4.25 Form 20-F filed on June 29, 2011
10.25 AICF facility agreement, dated December 9, 2010, by and among Asbestos Injuries Compensation Fund Limited, ABN 60 Pty Limited, Amaca Pty Ltd, Amaba Pty Ltd and The State of New South Wales
4.40 Form 20-F filed on June 29, 2011
10.26 Fixed and Floating Charge, dated December 9, 2010, by and among Asbestos Injuries Compensation Fund Limited, ABN 60 Pty Limited, Amaca Pty Ltd, Amaba Pty Ltd and The State of New South Wales
4.41 Form 20-F filed on June 29, 2011
10.27 Deed to amend the Amended and Restated Final Funding Agreement, dated February 29, 2012, by and among James Hardie Industries SE, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of each of the Compensation Funds
4.27 Form 20-F filed on July 2, 2012
10.28 Deed to amend the Amended and Restated Final Funding Agreement, dated March 28, 2012, by and among James Hardie Industries SE, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of each of the Compensation Funds
4.28 Form 20-F filed on July 2, 2012
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Exhibit No. Exhibit Name Originally Filed as Exhibit No. Filing 1
10.29 Summary of Amendments to Amended and Restated Final Funding Agreement, dated December 20, 2013, by and among, James Hardie Industries NV, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee of the Asbestos Injuries Compensation Fund
4.37 Form 20-F filed on June 26, 2014
10.30 Deed of Amendment, dated February 27, 2015, by and among Asbestos Injuries Compensation Fund Limited, ABN 60 Pty Limited, Amaca Pty Ltd, Amaba Pty Ltd and The State of New South Wales
4.32 Form 20-F filed on May 21, 2015
10.31 Deed of Amendment, Amended and Restated Final Funding Agreement, dated December 19, 2017, by and among James Hardie Industries plc, James Hardie 117 Pty Limited, The State of New South Wales and Asbestos Injuries Compensation Fund Limited in its capacity as trustee for each of the Compensation Fund
4.31 Form 20-F filed on May 22, 2018
10.32 †
James Hardie Industries plc 2020 Non-Executive Director Equity Plan
4.34 Form 20-F filed on May 18, 2021
10.33* †
Amended and Restated James Hardie Industries SE 2001 Equity Incentive Plan
10.34 †
Amended and Restated James Hardie Industries plc Long Term Incentive Plan 2006
4.2 Form 20-F filed on May 17, 2022
10.35 †
Form of Joint and Several Indemnity Agreement among James Hardie N.V., James Hardie (USA) Inc. and certain indemnitees thereto
4.15 Form 20-F filed on July 7, 2005
10.36 †
Form of Joint and Several Indemnity Agreement among James Hardie Industries N.V., James Hardie Inc. and certain indemnitees thereto
4.16 Form 20-F filed on July 7, 2005
10.37 †
Form of Deed of Access, Insurance and Indemnity between James Hardie Industries N.V. and supervisory board directors and managing board directors
4.9 Form 20-F filed on July 8, 2008
10.38 †
Form of Indemnity Agreement between James Hardie Building Products, Inc. and supervisory board directors, managing board directors and certain executive officers
4.10 Form 20-F filed on July 8, 2008
10.39 †
Form of Irish law-governed Deed of Access, Insurance and Indemnity between James Hardie Industries SE, a European Company registered in Ireland, and its directors, company secretary and certain senior employees thereto
10.10 Registration Statement on Form F-4 filed on June 23, 2009 (File No. 333-160177)
10.40 †
Form of Deed of Access, Insurance and Indemnity between James Hardie Industries plc, and certain indemnitees thereto
4.9 Form 20-F filed on May 21, 2015
10.41* †
Form of Global Return on Capital Employed Restricted Stock Unit Award Agreement under the Long Term Incentive Plan dated as of August 1, 2006
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Exhibit No. Exhibit Name Originally Filed as Exhibit No. Filing 1
10.42* †
Form of Global Relative TSR Restricted Stock Unit Award Agreement under the Long Term Incentive Plan dated as of August 1, 2006
10.43* †
Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2001 Equity Incentive Plan
10.44* †
Executive Employment Agreement by and between James Hardie Building Products Inc. and Aaron Erter, dated August 5, 2022
10.45* †
Offer Letter between James Hardie Building Products Inc. and Ryan Lada, dated November 17, 2025
10.46* †
Offer Letter between James Hardie Building Products Inc. and Jonathan Skelly, dated February 9, 2026
10.47* †
Promotion Offer Letter between James Hardie Building Products Inc. and Ryan Kilcullen, dated August 10, 2022
10.48* †
Offer Letter between James Hardie Building Products Inc. and Farhaj Majeed, dated January 9, 2023
10.49* †
Offer Letter between James Hardie Building Products Inc. and Rachel Wilson, dated August 16, 2023
10.50* †
Promotion Offer Letter between James Hardie Building Products Inc. and Sean Gadd, dated August 10, 2022
10.51* †
Annual Short-Term Incentive Plan
10.52* †
The AZEK Company Inc. 2020 Omnibus Incentive Compensation Plan
10.53* †
Transition Services Agreement between the Registrant and Rachel Wilson, dated November 17, 2025
10.54* †
Form of The AZEK Company Inc. Non-Qualified Stock Option Award Agreement, under The AZEK Company Inc. 2020 Omnibus Incentive Com pensation Plan (Converted into James Hardie Stock Options as of July 1, 2025)
10.55* †
Form of The AZEK Company Inc. Performance Share Unit Award Agreement, under The AZEK Company Inc. 2020 Omnibus Incentive Compensation Plan (Converted into Time-Vesting James Hardie RSUs on July 1, 2025)
10.56* †
Form of The AZEK Company Inc. Restricted Stock Unit Award Agreement, under the The AZEK Company Inc. 2020 Omnibus Incentive Compensation Plan (Converted into Time-Vesting James Hardie RSUs on July 1, 2025)
10.57* †
Form of The AZEK Company Inc. Retention Bonus Agreement
10.58* †
The AZEK Company Inc. Key Employee Bonus Plan
10.59* †
The AZEK Company Inc. Executive Severance Plan, as Amended on June 3, 2025
10.60* †
Form of Integration Restricted Stock Unit Award Agreement
10.61* †
Form of Integration Cash Award Agreement
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Exhibit No. Exhibit Name Originally Filed as Exhibit No. Filing 1
10.62* †
Form of the North America Performance Restricted Stock Unit Award Agreement under the Long Term Incentive Plan dated as of August 1, 2006
10.63* †
Form of Global Scorecard LTI Award Agreement under the Long Term Incentive Plan dated as of August 1, 2006
10.64* †
Executive Deferred Compensation Plan, dated as of January 1, 2021
10.65* †
Executive Deferred Compensation Adoption Agreement, as Amended on September 9, 2024
10.67* Credit and Guaranty Agreement, dated May 30, 2025, by and among James Hardie International Group Limited, JH North America Holdings Inc., the revolving credit borrowers party thereto, the guarantors party thereto, the lenders and L/C issuers party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent
10.68* Pledge Agreement, dated May 30, 2025, by and among James Hardie International Group Limited, JH North America Holdings Inc., the other pledgors party thereto and Bank of America, N.A. as Collateral Agent
19* Insider Trading Policy
21* List of subsidiaries of James Hardie Industries plc
23.1* Consent of Independent Registered Public Accounting Firm
23.2* Consent of KPMG
31.1* Certification of Chief Executive Officer Pursuant to Rules 12a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* Certification of Chief Financial Officer Pursuant to Rules 12a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32* Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97 Policy for Recovery of Erroneously Awarded Compensation
97.1 Form 20-F filed on May 20, 2024
101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
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Exhibit No. Exhibit Name Originally Filed as Exhibit No. Filing 1
104* Cover Page Interactive Data File (formatted as Inline XBRL and included as part of the Exhibit 101 Inline XBRL Document Set)
____________
1. Unless otherwise noted, the File Number for all filings is File No. 001-15240
* Filed herewith
† Management contract or compensatory plan
ITEM 16. FORM 10-K SUMMARY.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
JAMES HARDIE INDUSTRIES plc
Date: May 19, 2026
By: /s/ AARON ERTER
Aaron Erter
Chief Executive Officer and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Signature Title Date
/s/ AARON ERTER Chief Executive Officer and Director May 19, 2026
Aaron Erter (Principal Executive Officer)
/s/ RYAN LADA Chief Financial Officer May 19, 2026
Ryan Lada (Principal Financial Officer)
/s/ DAVID HILL Chief Accounting Officer May 19, 2026
David Hill (Principal Accounting Officer)
/s/ NIGEL STEIN Chairman of the Board of Directors May 19, 2026
Nigel Stein
/s/ HOWARD HECKES Director May 19, 2026
Howard Heckes
/s/ GARY HENDRICKSON Director May 19, 2026
Gary Hendrickson
/s/ RENEE PETERSON Director May 19, 2026
Renee Peterson
/s/ JOHN PFEIFER Director May 19, 2026
John Pfeifer
/s/ SUZANNE B. ROWLAND Director May 19, 2026
Suzanne B. Rowland
/s/ JESSE SINGH Director May 19, 2026
Jesse Singh
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
F-2
Consolidated Balance Sheets as of March 31, 2026 and 2025
F-4
Consolidated Statements of Operations and Comprehensive Income for the Fiscal Years Ended March 31, 2026, 2025 and 2024
F-5
Consolidated Statements of Changes in Shareholders’ Equity for the Fiscal Years Ended March 31, 2026, 2025 and 2024
F-6
Consolidated Statements of Cash Flows for the Fiscal Years Ended March 31, 2026, 2025 and 2024
F-7
Notes to Consolidated Financial Statements
F-9
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of James Hardie Industries plc
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of James Hardie Industries plc (the Company) as of March 31, 2026 and 2025, the related consolidated statements of operations and comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended March 31, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2026, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 31, 2026, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated May 19, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Asbestos Liability Valuation
Description of the Matter At March 31, 2026, the aggregate asbestos liability was $ 1,008.6 million. As disclosed in Note 12 to the consolidated financial statements, the liability relates to an agreement to provide long-term funding to the Asbestos Injuries Compensation Fund (“AICF”), a special purpose fund established to provide compensation of proven Australian-related personal injuries.
Auditing management’s estimate of the asbestos liability is challenging because the estimation process is based on actuarial estimates of projected future cash flows which are inherently uncertain. The projected cash flows are complex and use subjective assumptions including the projected number of claims, estimated cost of settlement per claim, legal costs, and timing of receipt of claims and settlements.
F-2
Table of Contents
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's internal controls over the identification of claims, review of calculations performed by the Company’s third-party actuary and management’s review of the use of historical claim data and actuarial assumptions mentioned above to project the future liability.
To evaluate the estimate of the asbestos liability, our audit procedures included, among others, testing the underlying claims data used in the calculation to internal and external data on a sample basis. We involved our actuarial specialists to assist in evaluating the methodologies and key assumptions mentioned above to independently develop a range for the asbestos liability and compared that range to management’s recorded liability. We also assessed the adequacy of the related disclosures in the Company’s consolidated financial statements.
AZEK Acquisition Valuation
Description of the Matter As described in Note 2 of the consolidated financial statements, on July 1, 2025, the Company completed the acquisition of AZEK pursuant to the Agreement and Plan of Merger dated March 23, 2025, as amended, among James Hardie Industries plc, Juno Merger Sub Inc. and AZEK for purchase consideration of approximately $8,393.5 million, of which $2,830.0 million was allocated to the customer relationships. As a result of the acquisition, which was accounted for as a business combination, AZEK became a wholly-owned subsidiary of the Company.
Auditing the Company’s accounting for its acquisition of AZEK was complex due to the significant estimation uncertainty in determining the fair value of customer relationships. The Company valued the customer relationships using an income approach; specifically, the multi-period excess earnings model. The significant estimation uncertainty was primarily due to the sensitivity of the fair value to underlying assumptions, including projected revenue, revenue growth, EBITDA margin, and discount rate. These significant assumptions are forward looking and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's internal controls over the purchase price allocation process. We tested management’s review controls over the significant assumptions described above along with the completeness and accuracy of the data used in the fair value estimate.
To test the estimated fair value of the customer relationships, our audit procedures included, among others, evaluating the Company’s selection of the valuation methodology, evaluating the significant assumptions described above used to develop the prospective financial information and testing the completeness and accuracy of the underlying data supporting the significant assumptions. We involved our valuation specialists to assist with evaluating the methodology and significant assumptions used by management to determine the fair value estimates. We compared the significant assumptions to current industry, market and economic trends, as well as historical results of the Company’s business and other guideline companies within the same industry. We also performed a sensitivity analysis of the significant assumptions to evaluate the change in the estimated fair value of the customer relationships resulting from changes in the assumptions.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2008.
Irvine, California
May 19, 2026
F-3
Table of Contents
James Hardie Industries plc
Consolidated Balance Sheets
(Millions of US dollars) March 31
2026
March 31
2025
Assets
Current assets:
Cash and cash equivalents $ 269.2 $ 562.7
Restricted cash and cash equivalents 5.0 5.0
Restricted cash and cash equivalents - Asbestos 70.2 37.9
Restricted short-term investments - Asbestos 198.5 175.8
Accounts and other receivables, net 517.3 391.8
Inventories 635.7 347.1
Prepaid expenses and other current assets 113.6 100.6
Assets held for sale 10.9 73.1
Insurance receivable - Asbestos 3.5 5.5
Workers’ compensation - Asbestos 2.9 2.3
Total current assets 1,826.8 1,701.8
Property, plant and equipment, net 3,084.6 2,169.0
Operating lease right-of-use-assets 133.4 70.4
Finance lease right-of-use-assets 100.8 2.7
Goodwill 4,780.4 193.7
Intangible assets, net 3,340.1 145.6
Insurance receivable - Asbestos 20.8 23.2
Workers’ compensation - Asbestos 18.7 16.5
Deferred income taxes 73.3 600.4
Deferred income taxes - Asbestos 282.5 284.5
Other assets 27.2 22.1
Total assets $ 13,688.6 $ 5,229.9
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities $ 712.5 $ 446.4
Accrued payroll and employee benefits 167.9 133.3
Operating lease liabilities 32.9 21.6
Finance lease liabilities 5.6 1.1
Long-term debt, current portion 43.8 9.4
Accrued product warranties 10.7 7.3
Income taxes payable 13.1 10.3
Asbestos liability 128.3 119.4
Workers’ compensation - Asbestos 2.9 2.3
Other liabilities 39.7 59.1
Total current liabilities 1,157.4 810.2
Long-term debt 4,491.2 1,110.1
Deferred income taxes 399.7 121.1
Operating lease liabilities 114.3 63.9
Finance lease liabilities 97.9 1.9
Accrued product warranties 53.3 26.9
Asbestos liability 880.3 864.2
Workers’ compensation - Asbestos 18.7 16.5
Other liabilities 50.3 53.6
Total liabilities 7,263.1 3,068.4
Commitments and contingencies (Note 15)
Shareholders’ equity:
Common stock, Euro 0.59 par value, 2.0 billion shares authorized; 580,174,308 shares issued and outstanding at March 31, 2026 and 429,818,781 shares issued and outstanding at March 31, 2025
326.7 222.1
Additional paid-in capital 4,315.4 271.9
Retained earnings 1,829.7 1,725.7
Accumulated other comprehensive loss ( 46.3 ) ( 58.2 )
Total shareholders’ equity 6,425.5 2,161.5
Total liabilities and shareholders’ equity $ 13,688.6 $ 5,229.9
The accompanying notes are an integral part of these consolidated financial statements.
F-4
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James Hardie Industries plc
Consolidated Statements of Operations and Comprehensive Income
Years Ended March 31
(Millions of US dollars, except per share data) 2026 2025 2024
Net sales $ 4,835.8 $ 3,877.5 $ 3,936.3
Cost of goods sold 3,106.2 2,372.5 2,347.9
Gross profit 1,729.6 1,505.0 1,588.4
Selling, general and administrative expenses 946.4 596.2 602.2
Research and development expenses 60.7 48.5 47.0
Restructuring, net 16.2 50.3 20.1
Acquisition related expenses 206.9 16.5 —
Asbestos adjustments 51.8 137.6 151.7
Operating income 447.6 655.9 767.4
Interest, net 231.1 10.3 15.3
Other expense (income), net 9.8 0.2 ( 2.7 )
Income before income taxes 206.7 645.4 754.8
Income tax expense 102.7 221.4 244.6
Net income $ 104.0 $ 424.0 $ 510.2
Income per share:
Basic $ 0.19 $ 0.98 $ 1.16
Diluted $ 0.19 $ 0.98 $ 1.16
Weighted average common shares outstanding (Millions):
Basic 541.8 430.8 438.4
Diluted 545.5 432.1 439.6
Comprehensive income, net of tax:
Net income $ 104.0 $ 424.0 $ 510.2
Cash flow hedges 3.3 ( 0.1 ) —
Pension adjustments 1.0 0.1 ( 0.5 )
Currency translation adjustments 7.6 1.6 ( 14.5 )
Reclassification of other comprehensive income — 8.5 —
Comprehensive income $ 115.9 $ 434.1 $ 495.2
The accompanying notes are an integral part of these consolidated financial statements.
F-5
Table of Contents
James Hardie Industries plc
Consolidated Statements of Changes in Shareholders’ Equity
(Millions of US dollars) Common
Stock Additional
Paid-in
Capital Retained
Earnings Treasury
Stock Accumulated
Other
Comprehensive Loss Total
Balances as of March 31, 2023
$ 230.0 $ 237.9 $ 1,196.8 $ — $ ( 53.3 ) $ 1,611.4
Net income — — 510.2 — — 510.2
Other comprehensive loss — — — — ( 15.0 ) ( 15.0 )
Share-based compensation 0.2 23.1 — — — 23.3
Issuance of common stock — 0.4 — — — 0.4
Shares repurchased — — — ( 271.4 ) — ( 271.4 )
Shares cancelled ( 5.5 ) ( 4.9 ) ( 261.0 ) 271.4 — —
Balances as of March 31, 2024
$ 224.7 $ 256.5 $ 1,446.0 $ — $ ( 68.3 ) $ 1,858.9
Net income — — 424.0 — — 424.0
Other comprehensive income — — — — 10.1 10.1
Share-based compensation 0.2 15.4 — — — 15.6
Issuance of common stock 0.1 2.7 — — — 2.8
Shares repurchased — — — ( 149.9 ) — ( 149.9 )
Shares cancelled ( 2.9 ) ( 2.7 ) ( 144.3 ) 149.9 — —
Balances as of March 31, 2025
$ 222.1 $ 271.9 $ 1,725.7 $ — $ ( 58.2 ) $ 2,161.5
Net income — — 104.0 — — 104.0
Other comprehensive income — — — — 11.9 11.9
Share-based compensation 1.0 23.2 — — — 24.2
Issuance of common stock 0.1 4.4 — — — 4.5
Exercise of vested stock options — 1.7 1.7
Issuance of common stock in connection with the acquisition of The AZEK Company 103.5 3,889.0 — — — 3,992.5
Issuance of stock awards in connection with the acquisition of The AZEK Company — 127.3 — — — 127.3
Stock issuance costs in connection with the acquisition of The AZEK Company — ( 2.1 ) ( 2.1 )
Balances as of March 31, 2026
$ 326.7 $ 4,315.4 $ 1,829.7 $ — $ ( 46.3 ) $ 6,425.5
The accompanying notes are an integral part of these consolidated financial statements.
F-6
Table of Contents
James Hardie Industries plc
Consolidated Statements of Cash Flows
Years Ended March 31
(Millions of US dollars) 2026 2025 2024
Cash Flows From Operating Activities
Net income $ 104.0 $ 424.0 $ 510.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 493.5 216.2 185.0
Lease expense 41.8 32.9 26.9
Deferred income taxes ( 17.9 ) 62.1 34.6
Share-based compensation 38.0 23.0 28.2
Asbestos adjustments 51.8 137.6 151.7
Gain on sale of land ( 26.2 ) — ( 2.0 )
Non-cash restructuring expenses 23.5 38.2 20.1
Non-cash interest expense 8.8 2.0 1.9
Non-cash charge related to step up of inventory 47.9 — —
Other, net 41.5 19.1 29.7
Changes in operating assets and liabilities:
Accounts and other receivables ( 15.6 ) ( 28.9 ) ( 19.7 )
Inventories ( 48.5 ) ( 15.7 ) 3.4
Operating lease assets and liabilities, net ( 47.3 ) ( 34.0 ) ( 28.0 )
Prepaid expenses and other assets ( 1.2 ) ( 40.6 ) ( 21.5 )
Insurance receivable - Asbestos 3.8 3.9 5.6
Accounts payable and accrued liabilities 30.2 18.3 47.4
Claims and handling costs paid - Asbestos ( 107.0 ) ( 114.4 ) ( 116.0 )
Income taxes payable 2.2 ( 2.7 ) ( 4.9 )
Other accrued liabilities and interest ( 33.5 ) 61.8 61.6
Net cash provided by operating activities $ 589.8 $ 802.8 $ 914.2
Cash Flows From Investing Activities
Purchases of property, plant and equipment $ ( 383.9 ) $ ( 422.2 ) $ ( 449.3 )
Proceeds from sale of property, plant and equipment 108.2 0.4 4.2
Capitalized interest ( 6.1 ) ( 21.0 ) ( 19.5 )
Cash consideration for The AZEK Company acquisition, net of cash acquired ( 3,919.8 ) — —
Purchase of restricted investments - Asbestos ( 190.1 ) ( 183.1 ) ( 144.2 )
Proceeds from restricted investments - Asbestos 183.2 179.2 138.3
Net cash used in investing activities $ ( 4,208.5 ) $ ( 446.7 ) $ ( 470.5 )
Cash Flows From Financing Activities
Proceeds from term loans $ 2,500.0 $ — $ 300.0
Proceeds from senior secured notes 1,700.0 — —
Proceeds from revolving credit facilities 130.0 — 95.0
Repayments of term loans ( 323.4 ) ( 7.5 ) ( 1.9 )
Repayments of revolving credit facilities ( 130.0 ) — ( 325.0 )
Repayment of senior unsecured notes ( 465.2 ) — —
Debt issuance costs paid ( 41.6 ) — ( 1.2 )
Proceeds from issuance of shares — — 0.4
Proceeds from exercise of vested stock options 1.7 — —
Share issuance costs due to AZEK acquisition ( 2.1 ) — —
Repayment of finance lease obligations ( 4.8 ) ( 1.2 ) ( 1.1 )
Shares repurchased — ( 149.9 ) ( 271.4 )
Shares issued, net of cash paid for shares withheld for taxes ( 13.7 ) ( 7.3 ) ( 4.9 )
Net cash provided by (used in) financing activities $ 3,350.9 $ ( 165.9 ) $ ( 210.1 )
Effects of exchange rate changes on cash and cash equivalents, restricted cash and restricted cash - Asbestos $ 6.6 $ ( 0.4 ) $ ( 3.4 )
Net (decrease) increase in cash and cash equivalents, restricted cash and restricted cash - Asbestos ( 261.2 ) 189.8 230.2
Cash and cash equivalents, restricted cash and restricted cash - Asbestos at beginning of period 605.6 415.8 185.6
Cash and cash equivalents, restricted cash and restricted cash - Asbestos at end of period $ 344.4 $ 605.6 $ 415.8
F-7
Table of Contents
Years Ended March 31
(Millions of US dollars) 2026 2025 2024
Non-Cash Investing and Financing Activities
Capital expenditures incurred but not yet paid $ 50.2 $ 41.3 $ 75.0
Non-cash ROU assets obtained in exchange for new lease liabilities $ 58.5 $ 33.6 $ 22.4
Non-cash consideration for AZEK acquisition $ 4,143.6 $ — $ —
Supplemental Disclosure of Cash Flow Activities
Cash paid for interest $ 207.8 $ 63.6 $ 41.8
Cash payment for income taxes, net $ 85.1 $ 128.1 $ 183.1
Cash paid to AICF $ 125.4 $ 99.2 $ 91.8
The accompanying notes are an integral part of these consolidated financial statements.
F-8
Table of Contents
James Hardie Industries plc
Notes to Consolidated Financial Statements
1. Organization and Significant Accounting Policies
Nature of Operations
James Hardie Industries plc (“JHI plc”) manufactures and sells fiber cement, fiber gypsum and cement-bonded building products for interior and exterior building construction applications, primarily in the United States, Australia, Europe and New Zealand. In August 2024, the Company ceased manufacturing in the Philippines.
On July 1, 2025, the Company completed its acquisition of The AZEK Company Inc. (“AZEK”), an industry-leading designer and manufacturer of low maintenance and environmentally sustainable outdoor living products, with manufacturing and recycling facilities in the United States.
Basis of Presentation
The Company operates on a fiscal year ending March 31. The consolidated financial statements represent the financial position, results of operations and cash flows of JHI plc and its wholly-owned subsidiaries and variable interest entity (“VIE”). Unless the context indicates otherwise, JHI plc and its direct and indirect wholly-owned subsidiaries and VIE (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”), and in management’s opinion, includes all adjustments, consisting of only normal and recurring adjustments, necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the periods presented. All intercompany balances and transactions have been eliminated in consolidation.
Certain prior period amounts have been reclassified to conform to the current period presentation. On the Consolidated Balance Sheets, finance lease right-of-use assets were reclassified from Other assets, and current and noncurrent finance lease liabilities were reclassified from Other liabilities. On the Consolidated Statements of Cash Flows Non-cash interest expense has been reclassified from Other, net .
Summary of Significant Accounting Policies
Variable Interest Entities
The Company provides long-term funding to Asbestos Injuries Compensation Fund (“AICF”), a special purpose fund that provides compensation for the Australian-related personal injuries for which certain former subsidiary companies of James Hardie in Australia have an obligation to make payments to AICF on an annual basis subject to the provisions of the Amended and Restated Final Funding Agreement (“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 we have no legal ownership in AICF, for financial reporting purposes, our interest in AICF is considered variable and must be 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.
F-9
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Due to our pecuniary and contractual interests, as well as our funding arrangements outlined in the AFFA, JHI plc is considered the primary beneficiary of AICF. As such, under the applicable accounting guidance, AICF is required to be consolidated.
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/Remeasurement
The Company has recorded on its consolidated balance sheets certain foreign assets and liabilities, that are denominated in foreign currencies and subject to translation or remeasurement into US dollars at each reporting date under the applicable accounting guidance. Unless otherwise noted, the Company converts foreign currency denominated assets and liabilities into US dollars at the spot rate at the end of the reporting period; while revenues and expenses are converted using an average exchange rate 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.
The gains and losses on the remeasurement of the Company’s Euro denominated debt were economically offset by foreign exchange gains and losses on loans between subsidiaries, resulting in a net immaterial translation gain or loss which is recorded in Selling, general and administrative expenses in the consolidated statements of operations and comprehensive income.
Restricted Cash and Cash Equivalents
The following table provides a reconciliation of Cash and cash equivalents, Restricted cash and Restricted cash - Asbestos reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:
March 31
(Millions of US dollars) 2026 2025
Cash and cash equivalents $ 269.2 $ 562.7
Restricted cash and cash equivalents 5.0 5.0
Restricted cash and cash equivalents - Asbestos 70.2 37.9
Total $ 344.4 $ 605.6
Restricted cash and cash equivalents, other than those amounts directly related to the AICF, generally relate to amounts subject to letters of credit with insurance companies, which restrict the cash from use for general corporate purposes.
Accounts Receivable
The Company evaluates the collectability of accounts receivable on an ongoing basis based on historical bad debts, customer credit-worthiness, current economic trends and changes in the Company’s customer payment activity. An allowance for doubtful accounts is provided for known and estimated bad debts. Although credit losses have historically been within expectations, the Company cannot guarantee that it will continue to experience the same credit loss rates that it has had in the past.
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Inventories
Inventories are valued at the lower of cost or net realizable value. 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 adjusted to net realizable value, if necessary.
Property, Plant and Equipment
Property, plant and equipment is 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 10 to 50
Buildings Improvements 1 to 30
Leasehold Improvements 1 to 40
Machinery and Equipment 1 to 30
Leases
At lease commencement, which is generally when the Company takes possession of the asset, the Company records a lease liability and a corresponding right-of-use (“ROU”) asset. Lease liabilities represent the present value of minimum lease payments over the expected lease term, which includes options to extend the lease when it is reasonably certain those options will be exercised. Determining the lease term and amount of lease payments to include in the calculation of the ROU asset and lease liability for leases containing options requires the use of judgment to determine whether the exercise of an option is reasonably certain, and if the option period and payments should be included in the calculation of the associated ROU asset and liability. In making this determination, the Company considers all relevant economic factors that would compel the Company to exercise an option. The Company’s leases generally do not provide a readily determinable implicit borrowing rate. As such, the discount rate used to calculate present value is the lessee’s incremental borrowing rate, which is primarily based upon the periodic risk-adjusted interest margin and the term of the lease.
Minimum lease payments include base rent as well as fixed escalation of rental payments. In determining minimum lease payments, the Company groups lease and non-lease components into a single lease component; therefore, fixed payments for common-area-maintenance are included in the Company’s right-of-use assets and liabilities. Additionally, many of the Company’s transportation and equipment leases require additional payments based on the underlying usage of the assets such as mileage and maintenance costs. Due to the variable nature of these costs, the cash flows associated with these costs are expensed as incurred and are not included in the lease payments used to determine the ROU asset and associated lease liability.
ROU assets represent the right to control the use of the leased asset during the lease term and are initially recognized as an amount equal to the lease liability. In addition, prepaid rent, initial direct costs, and adjustments for lease incentives are components of the ROU asset. Over the lease term, the lease expense is amortized on a straight-line basis beginning on the lease commencement date. ROU assets are assessed for impairment as part of the impairment of long-lived assets, which is performed whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.
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A ROU asset and lease liability are not recognized for leases with an initial term of 12 months or less, and the lease expense is recognized on a straight-line basis over the lease term.
Depreciation and Amortization
The Company records depreciation as both Cost of goods sold and Selling, general and administrative expenses, depending on the asset’s business use. All depreciation related to plant building, machinery and equipment is recorded in Cost of goods sold . The Company records amortization as both Cost of goods sold and Selling, general and administrative expenses depending on the nature of the intangible asset.
Goodwill and Other Intangible Assets
Goodwill is the excess of purchase price over the fair value of tangible and identifiable intangible net assets acquired in various business combinations. Goodwill is not amortized but is tested at the reporting unit level for impairment annually, or more often if indicators of impairment exist. Factors that could cause an impairment in the future could include, but are not limited to, adverse macroeconomic conditions, deterioration in industry or market conditions, selecting an appropriate discount rate that reflects the risk inherent in future cash flows, decline in revenue and cash flows or increases in costs and capital expenditures compared to projected results. A goodwill impairment charge is recorded for the amount by which the carrying value of the reporting unit exceeds the fair value of the reporting unit.
Intangible assets from acquired businesses are recognized at their estimated fair values at the date of acquisition and consist of customer relationships, trade names, technology and other intangible assets. Finite-lived intangibles are amortized to expense over the applicable useful lives, ranging from 2 to 18 years, based on the nature of the asset and the underlying pattern of economic benefit as reflected by future net cash inflows.
The Company performs an impairment test of goodwill and intangibles annually, or whenever events or changes in circumstances indicate their carrying value may be impaired. At January 1, 2026, the Company performed its annual test noting no impairment.
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 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.
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. The methodology used to estimate the fair value of the asset group is based on a discounted cash flow analysis or a relative, market-based approach based on purchase offers or appraisals received from third parties, which 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
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participant’s expectations and assumptions in estimating the fair value of the asset group. If the carrying amount exceeds the estimated undiscounted future cash flows and is more than the estimated fair value of the asset group, an impairment charge is recognized at the amount by which the carrying amount exceeds the estimated fair value of the asset group.
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. Based on this analysis and other factors, the adequacy of the Company’s warranty provision is adjusted as necessary. Actual warranty costs could differ from the original estimates made by the Company.
Debt
The Company’s debt consists of senior unsecured notes, senior secured notes, a secured revolving credit facility and term loans. Each of the Company’s debt instruments is recorded at cost, net of any original issue discount or premium and debt issuance costs, where applicable. The related original issue discount, premium and debt issuance costs are amortized over the term of each respective borrowing using either the straight line method or effective interest method. Debt is presented as current if the liability is due to be settled within 12 months after the balance sheet date, unless the Company has the ability and intention to refinance on a long-term basis in accordance with US GAAP.
Revenue Recognition
The Company recognizes revenues when the requisite performance obligation has been met, that is, when the Company transfers control of its products to customers. The Company’s performance obligations are satisfied at a point in time, based on the terms of the underlying contract, which may be at time of shipment or upon delivery. The Company considers shipping and handling activities that it performs as activities to fulfill the sales of its products, with amounts billed for such costs included in net sales and the associated costs incurred for such services recorded in cost of goods sold, in accordance with the practical expedient provided by Accounting Standards Codification (“ASC”) 606.
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, and contractual obligations. Management reviews these rebates and discounts on an ongoing basis and the related accruals are adjusted, if necessary, as additional information becomes available.
The Company’s sales contracts are generally short-term in nature, generally not exceeding 12 months, with payment terms varying by the type and location of products or services offered. The period between invoicing and when payment is due is not significant.
A portion of the Company’s revenue is made through distributors under vendor managed inventory agreements whereby revenue is recognized upon the transfer of title and risk of loss to the distributors.
Advertising Costs
Advertising costs are expensed as incurred and were $ 151.7 million, $ 99.4 million and $ 110.8 million for the fiscal years ended March 31, 2026, 2025 and 2024, respectively.
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
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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.
Income taxes payable represents taxes currently payable which are computed at statutory income tax rates applicable to taxable income derived in each jurisdiction in which the Company conducts business. Interest and penalties related to uncertain tax positions are recognized in Income tax expense in the consolidated statements of operations and comprehensive income.
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 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 reviewing and auditing the Company’s respective jurisdictional tax returns for various ranges of years. The Company accrues 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.
Financial Instruments
The estimated fair value of the Company’s financial instruments are determined 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, forward exchange contracts are used to manage market risks and reduce exposure resulting from fluctuations in foreign currency exchange rates.
Derivative Instruments
During the fiscal year ended March 31, 2026, the Company entered into an interest rate swap to manage market risks and reduce exposure resulting from fluctuations in interest rates associated with the new senior secured term facilities by converting a portion of its floating rate debt to fixed rate debt. The Company recognizes all derivative instruments at fair value and classifies them on the consolidated balance sheet as either Other non-current assets or Other current liabilities. The Company estimates the fair value of the interest rate swap using a valuation model based on observable market data, such as yield curves, and as such are classified as Level 2 within the fair value hierarchy. The interest rate swap qualified and was designated as a cash flow hedge on July 1, 2025. The effective portion of the change in fair value of the derivative is recorded as part of Accumulated other comprehensive loss and then reclassified into Interest, net in the same period in which the hedged transaction affects earnings. The related gains and losses are included as a reconciling item in the reconciliation of net income and net cash flow from operating activities each reporting period. The Company does not use derivatives for trading purposes. Refer to Note 13, “Derivative Instruments” for further details on the Company's derivative instrument.
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Fair Value Measurements
Assets and liabilities of the Company that are carried or disclosed 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.
The carrying amounts of Cash and cash equivalents, Restricted cash and cash equivalents, Trade receivables, Trade payables and the Credit Facilities approximate their respective fair values due to the short-term nature of these instruments.
Share-based Compensation
Share-based compensation expense represents the estimated fair value of equity-based and liability-classified awards granted to employees and is recognized as an expense over the vesting period. Forfeitures of share-based awards are accounted for as they occur. Share-based compensation expense is included in the line item Selling, general and administrative expenses in the consolidated statements of operations and comprehensive income.
Equity awards with vesting based solely on a service condition are typically subject to graded vesting over a 3 -year period. 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 share-based compensation expense is more heavily weighted earlier in the vesting period. Share-based compensation expense for equity awards that are subject to performance or market vesting conditions are based upon an estimate of the number of awards that are expected to vest and typically recognized ratably over the vesting period. These awards typically have up to a 3 -year cliff vesting. The Company issues new shares to award recipients when the vesting condition for restricted stock units (“RSUs”) has been satisfied or when a stock option is exercised.
For RSUs 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 shareholder is not entitled to dividends over the vesting period. The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model.
For RSUs subject to a performance vesting condition, the vesting of these units is subject to various performance metrics which include a return on capital employed performance hurdle being met and is subject to negative discretion by the Board and other metrics that are tied to various strategic initiatives, some of which are also subject to Board discretion. 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 certain qualitative and quantitative performance objectives. The expense for performance-based RSUs is recognized ratably over the vesting period and is adjusted for changes in performance achievement estimates and subsequent changes in JHI plc’s common stock price at each balance sheet date adjusted for the fair value of estimated dividends as the restricted stock unit holder is not entitled to dividends over the vesting period.
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For RSUs subject to a market vesting condition, the vesting of these units is based on James Hardie’s performance against a designated peer group for the 20 trading days preceding the beginning and end of the performance period. The vesting of these awards depends on the Company’s Total Shareholder Return (“TSR”) performance compared to the TSR performance of the designated peer group of companies based on certain performance hurdle thresholds. The fair value of each of these units is estimated using a binomial lattice model that incorporates a Monte Carlo simulation.
For cash settled units (“CSUs”), compensation expense is recognized based upon an estimate of the number of awards that are expected to vest. 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 adjusted for the fair value of estimated dividends as the restricted stock unit holder is not entitled to dividends over the vesting period.
Loss Contingencies
The Company is involved in various lawsuits and claims arising in the ordinary course of business, the outcomes of which are subject to significant uncertainty. For accrual and disclosure purposes, the Company regularly assess and monitors the probability and range of possible loss based on the developments in these matters. The Company takes into consideration factors such as historical experience with matters of a similar nature, the specific facts and circumstances asserted, the likelihood that the Company will prevail, and the severity of any potential loss. A liability is recorded in the financial statements if it is determined to be probable that a loss will be incurred and the amount of the loss can be reasonably estimated. The Company estimates of loss contingencies do not reflect potential future recoveries from insurance carriers. Additionally, if deemed probable, insurance recoveries would result in the recording of a receivable.
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, who are engaged and appointed by AICF under the terms of the AFFA. Based on their assumptions, KPMG 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 KPMG to occur through 2074.
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 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 asbestos liability balances.
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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 KPMG. 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.
Workers’ Compensation
An estimate of the liability related to workers’ compensation claims is prepared by KPMG 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 in the consolidated balance sheets.
Restricted Investments
Restricted investments of AICF consist of highly liquid investments held in the custody of major financial institutions and are classified as held to maturity (“HTM”) due to AICF’s ability and intent to hold these securities to maturity. These restricted investments are carried at amortized cost.
Deferred Income Taxes
The Performing Subsidiary can 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.
Adjustments are made to the deferred income tax asset as adjustments to the asbestos-related assets and liabilities are recorded.
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Asbestos Adjustments
Asbestos adjustments in the consolidated statements of operations and comprehensive income reflects the net change in the actuarial estimate of the asbestos liability and insurance receivables, and the change in the estimate of AICF claims handling costs.
Reportable Segments
As a result of completing the AZEK acquisition on July 1, 2025, the Company renamed the North America Fiber Cement segment as Siding & Trim, which includes the on-going James Hardie fiber cement business in North America and the acquired AZEK ® Exteriors business. The Company also created a new segment, the Deck, Rail & Accessories segment, which includes the remainder of the acquired AZEK business. The Asia Pacific Fiber Cement segment was renamed to the Australia & New Zealand segment and the Europe Building Products segment was renamed the Europe segment. See Note 20, “Segment and Geographic Information” for further details.
Earnings Per Share
Basic earnings per share (“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 stock method that would have been outstanding if the dilutive potential common shares, such as stock options and RSUs, had been issued.
The following table sets for the computation of basic and diluted earnings per share:
Years Ended March 31
(Millions of US dollars and shares, except per share data) 2026 2025 2024
Net income $ 104.0 $ 424.0 $ 510.2
Basic common shares outstanding 541.8 430.8 438.4
Dilutive effect of stock awards 3.7 1.3 1.2
Diluted common shares outstanding 545.5 432.1 439.6
Net income per share of common stock:
Basic $ 0.19 $ 0.98 $ 1.16
Diluted $ 0.19 $ 0.98 $ 1.16
There were 0.1 million of potential common shares which would be considered anti-dilutive for the fiscal year ended March 31, 2026 . There were no potential common shares which would be considered anti-dilutive for the fiscal years ended March 31, 2025 and 2024.
Unless they are anti-dilutive, RSUs and stock options 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 stock method. Once the RSUs vest, they are included in the basic EPS calculation on a weighted-average basis. Once the stock options are exercised, 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 calculation, 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.
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Potential common shares of 1.1 million, 0.6 million and 0.6 million for the fiscal years ended March 31, 2026, 2025 and 2024, respectively, have been excluded from the calculation of diluted common shares outstanding as they are considered contingent shares which are not expected to vest.
Upon the completion of the acquisition of AZEK, the Company issued 148,861,787 shares of common stock on July 1, 2025.
Accounting Pronouncements
Adopted in Fiscal Year 2026
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740). The amendments in this standard enhance income tax disclosures primarily related to the rate reconciliation and income taxes paid information. These amendments are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this ASU for the fiscal year ending March 31, 2026. Refer to Note 14, “Income Taxes” for additional disclosures.
Recently Issued But Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The amendments in this standard require disaggregation of specific expense categories in the notes to the financial statements and a qualitative description of the remaining expense amounts not separately disaggregated. These amendments are effective for fiscal years beginning after 15 December 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company plans to adopt ASU No. 2024-03 starting with its annual report for the fiscal year ending March 31, 2028 and is currently evaluating the impact of the guidance to the consolidated financial statements.
2. Business Combination
On July 1, 2025, the Company completed the acquisition of AZEK pursuant to the Agreement and Plan of Merger dated March 23, 2025, as amended, ("Merger Agreement") among JHI plc, Juno Merger Sub Inc. and AZEK. As a result of the acquisition, AZEK became a wholly-owned subsidiary of the Company.
The business combination was accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the Company is required to measure identifiable assets acquired, liabilities assumed and any noncontrolling interests in the acquiree at their fair values as of the acquisition date. The Company’s accounting for the acquisition is preliminary. The acquisition-date fair value estimates for identifiable assets acquired and liabilities assumed are based on preliminary calculations and allocations, and these estimates and assumptions are subject to change as additional information is obtained during the measurement period, which may be up to one year from the acquisition date.
A substantial portion of the purchase price was allocated to identifiable intangible assets, including customer relationships. The valuation of these assets required the use of significant estimates and assumptions that involve judgment. Customer relationship intangible assets represent the estimated fair value of the future economic benefits expected to be derived from existing customer contracts and relationships acquired in the transaction. These assets were valued using an income-based valuation methodology, which estimates the present value of the future cash flows attributable to the asset.
Significant assumptions used in valuing customer relationship intangible assets include forecasted revenues attributable to existing customers, estimated operating margins associated with the customer relationships, discount rates used to present value projected cash flows and estimated useful lives of the customer relationships. These assumptions require management’s judgment and are based on historical experience, industry data, and expectations regarding future economic conditions. Changes in these
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assumptions could materially affect the estimated fair value assigned to customer relationship intangible assets and the resulting amount of goodwill recognized in the transaction.
Pursuant to the Merger Agreement, each outstanding share of AZEK common stock was converted into the right to receive $ 26.45 in cash and 1.0340 of James Hardie common stock listed on the New York Stock Exchange. Incorporated into consideration transferred is the fair value of certain employee stock options which were calculated using a Black-Scholes option pricing model, as well as certain employee restricted stock units, which were calculated using the stock price on the transaction date. Finally, the consideration includes the entirety of the $ 437.8 million of AZEK debt that was repaid by James Hardie on the acquisition date.
Our calculation of the consideration transferred is summarized below:
(Millions of US dollars, except share and per share data) Purchase Consideration
Consideration Transferred:
Total shares of AZEK common stock acquired 143,966,912
Cash consideration per share of AZEK common stock $ 26.45
Cash for AZEK common stock 3,807.9
Cash settlement of certain stock options 4.2
Cash consideration paid for common stock and stock options $ 3,812.1
AZEK debt repaid as of the acquisition date 437.8
Total cash consideration paid $ 4,249.9
Total shares of AZEK common stock acquired 143,966,912
Exchange ratio 1.034
James Hardie Common Shares issued 148,861,787
Per share price of James Hardie common shares on July 1, 2025 $ 26.82
Fair value of consideration of James Hardie common shares 3,992.5
Fair value of James Hardie equity awards to be issued in exchange for certain AZEK equity awards 151.1
Total consideration transferred $ 8,393.5
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The following table summarizes the allocation of the purchase price to the identifiable assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date. The purchase price allocation was based on preliminary valuations and is subject to revisions as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed become available.
(Millions of US dollars) Assets Acquired and
Liabilities Assumed
Cash and cash equivalents $ 330.1
Accounts and other receivables 101.8
Inventories 280.0
Prepaid expenses and other current assets 19.8
Property, plant and equipment 838.2
Intangible assets 3,370.0
Other assets - non-current 135.2
Total assets acquired $ 5,075.1
Accounts payable and accrued liabilities $ 211.6
Other liabilities - current 74.0
Deferred tax liabilities, net 813.4
Other liabilities - non-current 158.0
Total liabilities assumed $ 1,257.0
Net assets acquired $ 3,818.1
Amount of goodwill recognized $ 4,575.4
Total consideration transferred $ 8,393.5
The Company has completed the preliminary valuation analyses necessary to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition date. These fair values were based on management’s estimates and assumptions; however, the amounts indicated above are preliminary in nature and are subject to adjustment as additional information is obtained and evaluated about the facts and circumstances that existed as of the acquisition date. Accordingly, there may be adjustments to the assigned values. The primary area that remains preliminary is income taxes. The final determination of the fair values, purchase consideration, related income tax impacts and residual goodwill will be completed within the measurement period of up to one year from the acquisition date as permitted under GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.
Goodwill of $ 4,575.4 million arising from the acquisition is calculated as the excess of the purchase price over the net assets acquired and is attributable to expected synergies, expanded market opportunities, and enhanced delivery network capabilities. Goodwill related to this acquisition is expected to be nondeductible for tax purposes. See Note 7, “Goodwill and Other Intangible Assets” for more information.
As of the date of acquisition, total intangible assets amounted to $ 3,370.0 million, comprised of $ 2,830.0 million related to customer relationships, $ 330.0 million related to trade names and $ 210.0 million related to technology. At the date of acquisition, the intangible assets weighted average useful life was 17.4 years. At March 31, 2026, the weighted average remaining useful life for customer relationships was 17.3 years, trade names was 13.4 years, and technology was 9.3 years.
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As described in more detail in Note 20, “Segment and Geographic Information”, the Company changed its segment reporting structure to reflect its new organizational structure commencing with the quarter ended September 30, 2025. Under the revised reporting structure, the legacy North America Fiber Cement segment was integrated with the acquired AZEK Exteriors business to form a new segment called Siding & Trim. Additionally, the Company created a Deck, Rail & Accessories segment which includes the remainder of the acquired AZEK business. The newly named Australia & New Zealand segment consists of the legacy Asia Pacific Fiber Cement segment, while the newly named Europe segment consists of the legacy Europe Building Products segment.
During the fiscal year ended March 31, 2026, the Company recorded acquisition-related costs as follows:
• Acquisition related expenses line item in the consolidated statements of operations and comprehensive income statement of $ 206.9 million for the fiscal year ended March 31, 2026, respectively, includes:
◦ $ 94.7 million of transaction costs for the fiscal year ended March 31, 2026; and
◦ $ 112.2 million of integration costs for the fiscal year ended March 31, 2026.
In connection with the closing, AZEK incurred success-based advisory fees of $ 50.0 million that were contingent on closing and settled at the acquisition date. Consistent with ASC 805, acquisition-related costs are recognized by the party that incurs them and are excluded from the measurement of consideration transferred. The success fees for this transaction were considered to be an “on the line” cost and expensed neither in the acquiree nor in the acquirer income statement. These fees were accrued as a liability on the opening balance sheet.
AZEK Results
AZEK results for the post acquisition period July 1, 2025 through March 31, 2026, were as follows:
Year Ended
March 31, 2026
(Millions of US dollars) (unaudited)
Net sales $ 1,065.0
Net loss $ ( 96.7 )
Included in the results of AZEK was a one-time increase in Cost of goods sold of $ 47.9 million inventory step-up adjustment year ended March 31, 2026. Also included in the results is additional amortization of $ 178.7 million for the year ended March 31, 2026, resulting from the recognition of identified finite-lived intangible assets resulting from the preliminary purchase price accounting and acquisition related costs of $ 44.6 million.
Supplemental Pro Forma Results of Operations
The following unaudited supplemental pro forma financial information presents the Company’s consolidated results of operations as if the acquisition had been completed on April 1, 2024, but using the fair values of the assets acquired and liabilities assumed as of the closing date of the acquisition. This pro forma presentation does not include any impact of transaction synergies. The pro forma results are not necessarily indicative of our results of operations that actually would have been achieved had the acquisition been completed on the assumed date, nor are they necessarily indicative of future results.
Full Year Ended March 31
(Millions of US dollars) 2026
(Unaudited)
2025
(Unaudited)
Revenue $ 5,268.1 $ 5,397.8
Net income $ 133.4 $ 315.6
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The pro forma results include adjustments directly attributable to the business combination. The adjustments relate to purchase accounting, primarily amortization of intangible assets and the impact of the acquisition financing. Included in the results for the fiscal year ended March 31, 2026 are acquisition related expenses of $ 206.9 million.
3. Revenues
The Company's presentation of revenue by reportable segment most reasonably depicts how the nature, amount, timing and uncertainty of the Company's revenue and cash flows are affected by economic and market-specific factors. The Company recognizes revenues when the requisite performance obligation has been met, that is, when the Company transfers control of its products to customers per the arranged shipping terms, which may be at time of shipment or upon delivery depending on the terms of the underlying contract.
The following represents the Company’s disaggregated revenues:
Years Ended March 31
(Millions of US dollars) 2026 2025 2024
Siding & Trim $ 2,963.1 $ 2,863.3 $ 2,891.4
Deck, Rail & Accessories 795.2 — —
Australia & New Zealand 520.6 519.9 562.8
Europe 556.9 494.3 482.1
Total $ 4,835.8 $ 3,877.5 $ 3,936.3
The process by which the Company recognizes revenues is similar across each of the Company's reportable segments. The Company records estimated reductions in sales for customer rebates and discounts including volume, promotional, cash and other discounts. Rebates and discounts are recorded in Net sales based on management’s best estimate when products are sold. The estimates are based on historical experience for similar programs and products, and contractual obligations. Management reviews these rebates and discounts on an ongoing basis and the related accruals are adjusted, if necessary, as additional information becomes available.
4. Accounts and Other Receivables
Accounts and other receivables consist of the following components:
March 31
(Millions of US dollars) 2026 2025
Trade receivables $ 447.9 $ 335.3
Income taxes receivable 37.7 37.7
Other receivables 38.6 25.2
Provision for doubtful trade receivables ( 6.9 ) ( 6.4 )
Total $ 517.3 $ 391.8
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The following are changes in the provision for doubtful trade receivables:
March 31
(Millions of US dollars) 2026 2025 2024
Balance at beginning of period $ 6.4 $ 8.5 $ 2.6
Adjustment to provision 1.0 ( 0.7 ) 6.2
Write-offs, net of recoveries ( 0.5 ) ( 1.4 ) ( 0.3 )
Balance at end of period $ 6.9 $ 6.4 $ 8.5
5. Inventories
Inventories consist of the following components:
March 31
(Millions of US dollars) 2026 2025
Finished goods $ 453.0 $ 243.9
Work-in-process 53.5 26.5
Raw materials and supplies 145.1 87.4
Provision for obsolete finished goods and raw materials ( 15.9 ) ( 10.7 )
Total $ 635.7 $ 347.1
6. Property, Plant and Equipment
Property, plant and equipment consist of the following components:
March 31
(Millions of US dollars) 2026 2025
Land $ 121.7 $ 94.7
Buildings 995.2 747.0
Machinery and equipment 3,203.3 2,316.2
Construction in progress 555.1 532.0
Property, plant and equipment, at cost 4,875.3 3,689.9
Less accumulated depreciation ( 1,790.7 ) ( 1,520.9 )
Property, plant and equipment, net $ 3,084.6 $ 2,169.0
Depreciation expense for the fiscal years ended March 31, 2026, 2025 and 2024 was $ 302.4 million, $ 211.3 million and $ 178.7 million, respectively.
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7. Goodwill and Other Intangible Assets
Goodwill
The following are the changes in the carrying value of goodwill:
(Millions of US dollars) Europe Siding & Trim Deck, Rail & Accessories Total
Balance - March 31, 2024
$ 192.6 $ — $ — $ 192.6
Foreign exchange impact 1.1 — — 1.1
Balance - March 31, 2025
$ 193.7 $ — $ — $ 193.7
Foreign exchange impact 11.3 — — 11.3
Acquisition of The AZEK Company — 1,141.2 3,434.2 4,575.4
Balance - March 31, 2026
$ 205.0 $ 1,141.2 $ 3,434.2 $ 4,780.4
Intangible Assets
The following are the net carrying amount of indefinite lived intangible assets other than goodwill:
March 31
(Millions of US dollars) 2026 2025
Trade names $ 118.2 $ 111.6
Other 7.4 7.4
Total $ 125.6 $ 119.0
The following are the net carrying amount of amortizable intangible assets:
March 31, 2026
(Millions of US dollars) Lives in Years Gross Carrying Amount Accumulated Amortization Net Carrying
Amount
Customer Relationships 2 to 18
$ 2,880.3 $ ( 165.8 ) $ 2,714.5
Trade Names 5 to 15
$ 330.0 $ ( 19.6 ) $ 310.4
Technology 10
$ 210.0 $ ( 20.4 ) $ 189.6
Total $ 3,420.3 $ ( 205.8 ) $ 3,214.5
March 31, 2025
(Millions of US dollars) Lives in Years Gross Carrying Amount Accumulated Amortization Net Carrying
Amount
Customer Relationships 2 to 13
$ 47.5 $ ( 20.9 ) $ 26.6
Total $ 47.5 $ ( 20.9 ) $ 26.6
The amortization of intangible assets was $ 183.6 million, $ 4.4 million and $ 4.3 million for the fiscal years ended March 31, 2026, 2025 and 2024, respectively. As of March 31, 2026, the remaining weighted average amortization period for acquired intangible assets was 16.7 years.
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At March 31, 2026, the estimated future amortization of intangible assets is as follows:
Years ended March 31 (Millions of US dollars):
Fiscal 2027
$ 315.4
Fiscal 2028
332.2
Fiscal 2029
345.5
Fiscal 2030
332.5
Fiscal 2031
295.2
Thereafter 1,593.7
Total $ 3,214.5
8. Debt
The Company’s debt obligations are as follows:
March 31
(Millions of US dollars) 2026 2025
Unsecured debt:
5.000 % Senior notes due 2028
$ 400.0 $ 400.0
3.625 % Senior notes due 2026 (€ 400.0 million)
— 433.4
Term Loan due 2028
— 290.6
Secured debt:
5.875 % Senior notes due 2031
700.0 —
6.125 % Senior notes due 2032
1,000.0 —
Revolving Facility — —
Term A-1 Facility, due 2028
750.0 —
Term A-2 Facility, due 2030
1,717.2 —
Unamortized debt issuance costs ( 32.2 ) ( 4.5 )
Total debt 4,535.0 1,119.5
Less current portion ( 43.8 ) ( 9.4 )
Total Long-term debt $ 4,491.2 $ 1,110.1
Weighted average interest rate of total debt 5.5 % 4.8 %
Fair value of Senior unsecured notes (Level 1)
$ 395.0 $ 817.7
Fair value of Senior secured notes (Level 1)
$ 1,685.5 $ —
As of March 31, 2026, the carrying value of the Company's Credit Facilities, as discussed below, of $ 2,467.2 million approximates fair value, as the interest rate is variable and reflects current market rates.
Debt Facilities - Terminated
The following debt facilities were terminated during the fiscal year ended March 31, 2026, and the remaining associated debt issuance costs of $ 33.6 million were written off to interest expense. Included in the write off were remaining Bridge Commitment costs of $ 31.5 million, which were classified as Prepaid expenses and other current assets as of March 31, 2025.
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2026 Senior Unsecured Notes
In December 2025, the Company redeemed the € 400.0 million aggregate principal amount ($ 465.2 million), based on the exchange rate at December 10, 2025) of the 2026 senior unsecured notes.
Term Loan Agreement ("TLA")
In April 2025, the Company used existing cash resources to pay off the outstanding balance on its TLA totaling $ 290.6 million.
Unsecured Revolving Credit Facility
In May 2025, the Company terminated its undrawn $ 600.0 million unsecured revolving credit facility.
Bridge Commitment
In June 2025, the Company cancelled its 364-day Bridge Commitment in conjunction with establishing the new facilities noted below.
Debt Facilities - New
Senior Secured Credit Facilities
In May 2025, James Hardie International Group Limited (“JHIGL”), JH North America Holdings Inc. (“JHNAH”), James Hardie International Finance Designated Activity Company (“JHIF”), James Hardie US Holdings Limited (“JHUSHL”) and James Hardie Building Products Inc. (“JHBP”) entered into a Credit and Guaranty Agreement (the “Credit Agreement”), with Bank of America, N.A. (“BofA”), as administrative and collateral agent.
The Credit Agreement provides for senior secured credit facilities (the “Credit Facilities”) in an aggregate principal amount of $ 3,500.0 million, with terms as follows:
• a senior secured term “A” loan facility in an aggregate principal amount of $ 750.0 million (the “Term A-1 Facility”), maturing May 30, 2028 with interest at a Term Secured Overnight Financing Rate (“SOFR”) plus a margin varying from 1.25 % to 1.875 %;
• a senior secured term “A” loan facility in an aggregate principal amount of $ 1,750.0 million (the “Term A-2 Facility” and, together with the Term A-1 Facility, the “Term Facilities”), maturing May 30, 2030 with interest at a Term SOFR plus a margin varying from 1.375 % to 2.00 %; and
• a senior secured revolving credit facility in an aggregate principal amount of $ 1,000.0 million (the “Revolving Facility”), which includes a $ 100 million sublimit for the issuance of letters of credit and a $ 50.0 million sublimit for the borrowing of swing line loans, maturing May 30, 2030. Interest on the Revolving Facility will be at a Term SOFR plus a margin varying from 1.375 % to 2.00 %, and unutilized commitments are subject to a per annum fee ranging from 0.20 % to 0.30 %.
Debt issuance costs incurred in connection with the Term Facilities and Revolving Facility are recorded as an offset to Long-term debt and Other assets - noncurrent , respectively on the Company's consolidated balance sheet as of March 31, 2026. These costs are being amortized as interest expense using the effective interest method over the stated terms.
On July 1, 2025, the Company drew down the entire $ 2,500.0 million on the Term Facilities to fund a portion of the cash consideration for the AZEK acquisition.
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2031 and 2032 Senior Secured Notes
In June 2025, JHNAH completed its private offering of $ 1,700.0 million aggregate principal amount of senior secured notes (the “Notes”). The Notes were issued at par with $ 700.0 million due January 31, 2031 (the “2031 Notes”) and the remaining $ 1,000.0 million due July 31, 2032 (the “2032 Notes”). The 2031 Notes bear interest at a rate of 5.875 % per annum and the 2032 Notes bear interest at a rate of 6.125 % per annum.
The Company used the net proceeds from the Notes, together with proceeds of the Term Facilities and cash on hand, to (i) finance the aggregate cash consideration of the acquisition of AZEK (ii) to repay and terminate AZEK's existing debt and (iii) to pay fees and expenses related to the acquisition.
Debt issuance costs incurred in connection with the 2031 and 2032 Notes are recorded as an offset to Long-term debt on the Company’s consolidated balance sheet as of March 31, 2026. These costs are being amortized as interest expense using the effective interest method over the stated terms.
At March 31, 2026, the Company’s debt maturities for the next five fiscal years and thereafter are as follows:
(Millions of US dollars) Amount
Fiscal 2027 $ 43.8
Fiscal 2028 476.6
Fiscal 2029 837.5
Fiscal 2030 87.5
Fiscal 2031 2,121.8
Thereafter 1,000.0
Total $ 4,567.2
Guarantees and Compliance
Senior Unsecured Notes
The indenture governing the senior unsecured notes contain covenants that, among other things, limit the ability of the guarantors 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 March 31, 2026, the Company was in compliance with all of its requirements.
These notes are guaranteed by JHIGL, (which holds all of the operating entities and material assets, liabilities and revenues of the Company), JHBP and James Hardie Technology Limited (“JHTL”), each of which are wholly-owned subsidiaries of JHI plc.
Credit Facilities and Notes
The indenture governing the 2031 and 2032 Notes contains covenants that limit the ability of the Company and any of its restricted subsidiaries, to, among other things: create liens on certain assets to secure debt and to enter into certain sale-leaseback transactions. The Credit Facilities contain certain covenants that, among other things, restrict JHIGL and its restricted subsidiaries’ ability to incur indebtedness and grant liens other than certain types of permitted indebtedness and permitted liens, make certain restricted payments, and undertake certain types of mergers or consolidation actions.
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The obligations under the Credit Facilities and Notes are (i) jointly and severally guaranteed on a senior secured basis by JHIGL, JHNAH, JHIF, JHUSHL and JHBP and; (ii) are secured by a lien on the equity interests of certain direct wholly owned material US restricted subsidiaries of JHIGL and the borrowers that are not restricted from being pledged pursuant to applicable regulatory requirements or applicable law.
Off Balance Sheet Arrangements
As of March 31, 2026, the Company had $ 10.7 million of issued but undrawn letters of credit and bank guarantees, of which $ 5.9 million is supported under the Revolving Facility. These letters of credit and bank guarantees relate to various operational matters including insurance, performance bonds and other items. As of March 31, 2026, the Company had no outstanding borrowings under the Revolving Facility, leaving the Company with $ 994.1 million of available borrowing capacity under the Revolving Facility.
9. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of the following components:
March 31
(Millions of US dollars) 2026 2025
Trade creditors $ 351.4 $ 232.5
Accrued interest 22.5 7.7
Accrued customer rebates 238.4 132.0
Other creditors and accruals 100.2 74.2
Total $ 712.5 $ 446.4
One member of the Company’s board of directors is also on the board of directors of J.B. Hunt Transport Services, Inc (“JB Hunt”). For fiscal years ended March 31, 2026, 2025 and 2024, the Company paid $ 40.5 million, $ 38.0 million and $ 36.6 million, respectively, to JB Hunt for freight services in North America.
The Company enters into various purchase obligations in the ordinary course of business. As of March 31, 2026, the Company has aggregate unconditional purchase obligations, primarily raw material and marketing contracts, totaling $ 60.9 million over the next five fiscal years, with $ 35.9 million due within one year.
10. Leases
The Company’s lease portfolio consists primarily of real estate, forklifts at its manufacturing facilities and a fleet of vehicles primarily for sales representatives. The lease term for all of its leases includes the non-cancellable period of the lease plus any additional periods covered by either an option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate.
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The following table represents the Company’s ROU assets and lease liabilities:
March 31
(Millions of US dollars) 2026 2025
Assets:
Operating leases, net $ 133.4 $ 70.4
Finance leases, net 100.8 2.7
Total right-of-use assets $ 234.2 $ 73.1
Liabilities:
Operating leases:
Current $ 32.9 $ 21.6
Non-Current 114.3 63.9
Total operating lease liabilities $ 147.2 $ 85.5
Finance leases:
Current $ 5.6 $ 1.1
Non-Current 97.9 1.9
Total finance lease liabilities $ 103.5 $ 3.0
Total lease liabilities $ 250.7 $ 88.5
The increase in lease assets and liabilities is primarily due to the acquisition of AZEK.
The following table represents the Company’s lease expense:
Years Ended March 31
(Millions of US dollars) 2026 2025 2024
Operating leases $ 34.7 $ 25.1 $ 22.3
Short-term leases 7.1 6.6 4.6
Finance leases 7.0 1.2 1.1
Interest on lease liabilities 4.4 0.2 0.2
Total lease expense $ 53.2 $ 33.1 $ 28.2
The weighted-average remaining lease term of the Company’s leases is as follows:
March 31
(In Years) 2026 2025
Operating leases 7.0 6.3
Finance leases 20.3 3.2
The weighted-average discount rate of the Company’s leases is as follows:
March 31
2026 2025
Operating leases 6.5 % 5.8 %
Finance leases 6.0 % 6.2 %
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The following are future lease payments for non-cancellable leases at March 31, 2026:
Years ended March 31 (Millions of US dollars):
Operating
Leases Finance
Leases Total
Fiscal 2027
$ 40.4 $ 11.2 $ 51.6
Fiscal 2028
35.2 9.9 45.1
Fiscal 2029
25.9 8.4 34.3
Fiscal 2030
16.6 8.0 24.6
Fiscal 2031
12.0 7.7 19.7
Thereafter 56.7 145.4 202.1
Total $ 186.8 $ 190.6 $ 377.4
Less: imputed interest 126.7
Total lease liabilities $ 250.7
Supplemental cash flow and other information related to leases were as follows:
Years Ended March 31
(Millions of US dollars) 2026 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases $ 37.2 $ 27.4
Operating cash flows used for finance leases 3.7 0.2
Financing cash flows used for finance leases 4.8 1.2
Non-cash ROU assets obtained in exchange for new lease liabilities 65.0 34.3
Non-cash remeasurements decreasing ROU assets and lease liabilities ( 6.5 ) ( 0.7 )
11. Product Warranties
The following are the changes in the product warranty accrual:
March 31
(Millions of US dollars) 2026 2025
Balance at beginning of period $ 34.2 $ 36.2
Acquired as part of AZEK acquisition 30.8 —
Charges to cost of goods sold 7.4 3.9
Settlements made in cash or in kind ( 8.4 ) ( 5.9 )
Balance at end of period $ 64.0 $ 34.2
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12. Asbestos
Asbestos adjustments included in the consolidated statements of operations and comprehensive income comprise of the following:
Years Ended March 31
(Millions of US dollars) 2026 2025 2024
Change in actuarial estimate - asbestos liability $ 46.7 $ 139.6 $ 148.1
Change in actuarial estimate - insurance receivable 3.0 ( 2.1 ) ( 3.1 )
Change in estimate - AICF claims-handling costs 0.8 ( 0.5 ) 8.5
Subtotal - Change in estimates 50.5 137.0 153.5
Effect of foreign exchange on Asbestos net liabilities — — ( 9.7 )
Loss on foreign currency forward contracts — — 7.8
Other 1.3 0.6 0.1
Asbestos adjustments $ 51.8 $ 137.6 $ 151.7
Actuarial Study; Claims Estimate
At the end of each fiscal year, KPMG provides the Company with an updated actuarial study of potential asbestos-related liabilities. Based on KPMG’s assumptions, the study determines a range of possible total cash flows and calculates a central estimate, which is intended to reflect a probability-weighted expected outcome of those actuarial estimated future cash flows.
The following table sets forth the central estimates, net of insurance recoveries, calculated by KPMG as of March 31, 2026:
As of March 31, 2026
(Millions of US and Australian dollars, respectively) US$ A$
Central Estimate – Discounted and Inflated 924.7 1,351.1
Central Estimate – Undiscounted but Inflated 1,264.3 1,847.3
Central Estimate – Undiscounted and Uninflated 939.2 1,372.3
The asbestos liability has been revised to reflect the most recent undiscounted and uninflated actuarial estimate prepared by KPMG.
In estimating the potential financial exposure, KPMG has made a number of assumptions, including, but not limited to, assumptions related to the peak period of claims, total number of claims that are reasonably estimated to be asserted through 2074, the typical cost of settlement (which is sensitive to, among other factors, the industry in which a plaintiff claims exposure, the alleged disease type, the age of the claimant 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. Changes to the assumptions may be necessary in future periods should claims reporting escalate or decline.
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, the actual liability could differ materially from that which is currently recorded.
The potential range of costs as estimated by KPMG 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
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plaintiff legal costs, base wage inflation and superimposed inflation. The potential range of losses disclosed includes both asserted and unasserted claims.
A sensitivity analysis was performed by KPMG 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 directly related to the discounted but inflated central estimate and the undiscounted but inflated central estimate. The actual cost of the liabilities could be outside of that range depending on the results of actual experience relative to the assumptions made.
The following summarizes the results of the analysis:
As of March 31, 2026
(In millions) US$ A$
Discounted (but inflated) - Low
749.1 1,094.5
Discounted (but inflated) - High
1,364.9 1,994.3
Undiscounted (but inflated) - Low
1,005.7 1,469.4
Undiscounted (but inflated) - High
1,963.1 2,868.3
Potential variation in the estimated peak period of claims has an impact much greater than the other assumptions used to derive the discounted central estimate. In performing the sensitivity assessment of the estimated incidence pattern reporting for mesothelioma, if the pattern of incidence was shifted by two years , the central estimate could increase by approximately 19 % on a discounted basis.
Effect of foreign exchange on asbestos net liabilities
Prior to March 31, 2024, the effect of foreign exchange on Asbestos net liabilities resulted from a USD functional currency subsidiary funding the required AICF payments under the AFFA. Effective March 31, 2024, the Company funds its AICF payments primarily using operating profits of its Australian subsidiary, an Australian dollar functional currency entity. As a result, to the extent that the Australian entity is able to provide funding to meet payment obligations under the AFFA, the foreign currency movements related to the asbestos liability is accounted for as foreign exchange translation adjustments and included in Accumulated other comprehensive loss on the consolidated balance sheets.
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Claims Data
The following table shows the activity related to the number 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 March 31
2026 2025 2024 2023 2022
Number of open claims at beginning of period 482 379 359 365 360
Number of new claims
Direct claims 348 443 410 403 411
Cross claims 150 210 154 152 144
Number of closed claims 535 550 544 561 550
Number of open claims at end of period 445 482 379 359 365
Average settlement amount per settled claim A$ 307,000 A$ 327,000 A$ 289,000 A$ 303,000 A$ 314,000
Average settlement amount per case closed 1
A$ 257,000 A$ 291,000 A$ 262,000 A$ 271,000 A$ 282,000
Average settlement amount per settled claim US$ 203,000 US$ 213,000 US$ 190,000 US$ 208,000 US$ 232,000
Average settlement amount per case closed 1
US$ 170,000 US$ 190,000 US$ 172,000 US$ 186,000 US$ 208,000
1 The average settlement amount per case closed includes nil settlements.
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 KPMG. 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 provided by AICF to the approved actuary and the resulting information and analysis of the approved actuary when making disclosures with respect to claims statistics.
The following is a detailed rollforward of the Net Unfunded AFFA liability, net of tax, for the fiscal year ended March 31, 2026:
(Millions of US dollars) Asbestos
Liability Insurance
Receivables Restricted
Cash and
Investments Other
Assets
and
Liabilities Net
Unfunded
AFFA
Liability Deferred
Tax
Assets Income
Tax
Payable Net
Unfunded
AFFA
Liability,
net of tax
Opening Balance - March 31, 2025
$ ( 983.6 ) $ 28.7 $ 213.7 $ 0.7 $ ( 740.5 ) $ 284.5 $ 37.9 $ ( 418.1 )
Asbestos claims paid 105.4 — ( 105.4 ) — — — — —
Payment received in accordance with AFFA — — 125.4 — 125.4 — — 125.4
AICF claims-handling costs incurred (paid) 1.6 — ( 1.6 ) — — — — —
AICF operating costs paid - non claims-handling — — ( 1.9 ) — ( 1.9 ) — — ( 1.9 )
Change in actuarial estimate ( 46.7 ) ( 3.0 ) — — ( 49.7 ) — — ( 49.7 )
Change in claims handling cost estimate ( 0.8 ) — — — ( 0.8 ) — — ( 0.8 )
Impact on deferred income tax due to change in actuarial estimate — — — — — 15.2 — 15.2
Insurance recoveries — ( 3.8 ) 3.8 — — — — —
Movement in income tax payable — — — — — ( 38.5 ) ( 0.2 ) ( 38.7 )
Other movements — — 17.6 ( 0.5 ) 17.1 ( 2.9 ) 0.4 14.6
Effect of foreign exchange ( 84.5 ) 2.4 17.1 — ( 65.0 ) 24.2 2.1 ( 38.7 )
Closing Balance - March 31, 2026
$ ( 1,008.6 ) $ 24.3 $ 268.7 $ 0.2 $ ( 715.4 ) $ 282.5 $ 40.2 $ ( 392.7 )
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AICF Funding
The following are amounts contributed to AICF, excluding interest, during the last three fiscal years:
(In millions) US$ A$
Fiscal 2026
125.4 193.6
Fiscal 2025
99.2 149.6
Fiscal 2024
91.8 137.5
For the fiscal year ended March 31, 2026, the Company did not provide financial or other support to AICF that it was not previously contractually required to provide.
Restricted Investments
AICF invests its excess cash in time deposits, which are classified as HTM investments and the carrying value materially approximates the fair value for each investment. The following table represents the investments outstanding as of March 31, 2026:
Date Invested Maturity Date Interest Rate A$ Millions
January 2026 January 27, 2027 4.78 % 70.0
October 2025 October 16, 2026 4.14 % 70.0
July 2025 July 24, 2026 4.14 % 60.0
April 2025 April 7, 2026 4.16 % 90.0
AICF – NSW Government Secured Loan Facility
AICF may borrow, subject to certain conditions, up to an aggregate amount of A$ 320.0 million ($ 219.0 million, based on the exchange rate at March 31, 2026). The AICF Loan Facility is guaranteed by the Former James Hardie Companies and is available to be drawn for the payment of claims through November 1, 2030, at which point, all outstanding borrowings must be repaid. At March 31, 2026 and 2025, AICF had no amounts outstanding under the AICF Loan Facility.
13. Derivative Instruments
In May 2025, the Company entered into an interest rate swap agreement to manage interest rate risk related to the Company’s Term Facilities by swapping variable interest at a rate based on SOFR with a fixed rate of 3.79 %. The interest rate swap (“swap”) agreement has a notional amount of $ 1,000.0 million and will expire on June 30, 2028.
On July 1, 2025, the Company met the requirements to designate the swap as a cash flow hedge. The fair value of the swap is estimated by using a valuation model based on observable market data, including yield curves. The gain (loss) is recorded in Accumulated other comprehensive loss and then reclassified into Interest, net in the same period in which the hedged transaction affects earnings. As of March 31, 2026, the Company expects to reclass approximately $ 5.4 million ($ 4.0 million after-tax) as a decrease to interest expense in the next 12 months.
For the three months ended June 30, 2025, the swap did not meet the requirements for hedge designation and the Company recorded a loss of $ 11.6 million in Other expense (income), net .
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The fair value of the swap and classification on the consolidated balance sheets is as follows:
Fair Value as of
(Millions of US dollars) Fair Value Hierarchy Balance Sheet Location March 31, 2026 March 31, 2025
Interest rate swap Level 2 Other current liabilities $ 4.7 $ —
Refer to Note 18, “Accumulated Other Comprehensive Loss” for further details of the effect of derivative instruments.
14. Income Taxes
Income tax expense 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 consists of the following components:
Years Ended March 31
(Millions of US dollars) 2026 2025 2024
Income before income taxes:
Domestic $ 273.1 $ 175.8 $ 239.1
Foreign ( 66.4 ) 469.6 515.7
Income before income taxes $ 206.7 $ 645.4 $ 754.8
Income tax expense:
Current:
Domestic $ 41.7 $ 30.0 $ 38.7
Foreign 36.5 90.0 133.0
Current income tax expense 78.2 120.0 171.7
Deferred:
Domestic ( 5.3 ) 16.3 17.3
Foreign 29.8 85.1 55.6
Deferred income tax expense 24.5 101.4 72.9
Total income tax expense $ 102.7 $ 221.4 $ 244.6
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In accordance with the adoption of ASU 2023-09 (detailed in Note 1, “Organization and Significant Accounting Policies – Accounting Pronouncements – Adopted in Fiscal Year 2026”), the table below provides a reconciliation of the Irish statutory rate to the effective tax rate for the year ended March 31, 2026. The Company has adopted ASU 2023-09 on a prospective basis.
Year ended March 31
(Millions of US dollars) 2026
Irish Statutory Tax Rate $ 25.8 12.5 %
Foreign Tax Effects
United States
Foreign tax on domestic income 35.3 17.1 %
State income taxes, net of federal income tax benefit 2.5 1.2 %
Statutory tax rate difference between United States and Ireland ( 16.8 ) ( 8.1 ) %
Share-based payment awards 6.5 3.1 %
Nondeductible acquisition costs 10.9 5.3 %
Unremitted earnings benefit ( 4.8 ) ( 2.3 ) %
Other ( 1.6 ) ( 0.8 ) %
Australia
Statutory tax rate difference between Australia and Ireland 17.6 8.5 %
Other 1.0 0.5 %
Germany
Statutory tax rate difference between Germany and Ireland 1.4 0.7 %
Effect of changes in tax law or rates enacted in the current period ( 7.9 ) ( 3.8 ) %
Other foreign jurisdictions 6.3 3.0 %
Nontaxable or nondeductible items 4.3 2.1 %
Changes in unrecognized tax benefits 19.4 9.3 %
Other 2.8 1.4 %
Total income tax expense $ 102.7 49.7 %
The following table is a reconciliation of the Company’s blended statutory tax rate to the total effective tax rates for the years ended March 31, 2025 and 2024 in accordance with the guidance prior to the adoption of ASU 2023-09.
Years Ended March 31
(Millions of US dollars) 2025 2024
Income tax expense computed at the statutory tax rates $ 117.9 $ 135.1
US state income taxes, net of the federal benefit 15.2 14.0
Asbestos - effect of foreign exchange — ( 3.2 )
Expenses not deductible 14.2 3.6
Stock and executive compensation 2.4 7.6
Foreign taxes on domestic income 50.8 60.2
Taxes on foreign income 17.2 17.7
Net deferred tax remeasurement ( 1.1 ) 7.3
Other items 4.8 2.3
Total income tax expense $ 221.4 $ 244.6
Effective tax rate 34.3 % 32.4 %
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The tax effects of significant temporary differences creating deferred tax assets and liabilities were:
March 31
(Millions of US dollars) 2026 2025
Deferred tax assets:
Intangible assets $ 700.0 $ 756.7
Asbestos liability 282.5 284.5
Tax credit carryforwards 123.1 111.8
Net operating loss carryforwards 64.1 77.4
Operating lease liabilities 62.3 23.3
Other deferred tax assets 154.7 75.8
Total deferred tax assets 1,386.7 1,329.5
Valuation allowance ( 273.9 ) ( 256.9 )
Total deferred tax assets net of valuation allowance 1,112.8 1,072.6
Deferred tax liabilities:
Intangible assets ( 744.1 ) ( 40.3 )
Depreciable and amortizable assets ( 277.9 ) ( 170.7 )
Deferred tax on unremitted earnings ( 58.1 ) ( 63.0 )
Operating lease assets ( 57.3 ) ( 18.7 )
Other deferred tax liabilities ( 19.3 ) ( 16.1 )
Total deferred tax liabilities ( 1,156.7 ) ( 308.8 )
Total deferred taxes, net $ ( 43.9 ) $ 763.8
As of March 31, 2026, the Company has tax loss carry-forwards in Australia, New Zealand, Europe and the US of $ 64.1 million, that are available to offset future taxable income in the respective jurisdiction, and against which there is a partial valuation allowance of $ 2.2 million. Carry-forwards in Australia, New Zealand and Europe are not subject to expiration.
The Australian net operating loss carry-forwards primarily result from current and prior year tax deductions for contributions to AICF. James Hardie 117 Pty Limited, the Performing Subsidiary under the AFFA, 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. As of March 31, 2026, the Company recognized a tax deduction of $ 128.0 million (A$ 193.5 million) for the current year relating to total contributions to AICF of $ 674.5 million (A$ 967.5 million) incurred in tax years 2022 through 2026.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, including reinstatement of federal bonus depreciation, deductions for domestic research and development expenditures, and modifications to the international tax framework. The enactment of OBBBA did not have a material impact on the Company’s consolidated financial statements.
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.
As of March 31, 2026, the Company has foreign tax credit carry-forwards of $ 114.4 million that are available to offset future taxes payable and against which there is a 100 % valuation allowance. The Company also had US tax credit carry-forwards of $ 8.3 million that are available to offset future taxes payable which expire between tax years 2026 through 2031, and against which there is a partial valuation allowance of $ 5.2 million.
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
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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 March 31, 2026. 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.
In accordance with ASU 2023-09 disclosure requirements, the table below summarizes income taxes paid (net of refunds) by jurisdiction for the fiscal year ended March 31, 2026.
(Millions of US dollars) March 31, 2026
Ireland $ 31.8
Foreign:
United States 48.5
Other 4.8
Income Taxes Paid $ 85.1
The Company paid income taxes, net of refunds of $ 85.1 million, $ 128.1 million and $ 183.1 million during the fiscal years ended March 31, 2026, 2025 and 2024, respectively.
The US Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in March 2020 providing wide ranging economic relief for individuals and businesses. One component of the CARES Act provides the Company with an opportunity to carryback US net operating losses arising during the years ended March 31, 2021 and 2020 to the prior five tax years. The Company utilized these carryback provisions and has a remaining current taxes receivable of $ 37.7 million at March 31, 2026.
Commencing April 1, 2024, the Company adopted the Pillar Two rules in accordance with the Minimum Tax Directive of the European Union for implementation of Pillar Two of the Organization for Economic Cooperation and Development’s (OECD’s) Two Pillar solution. The Pillar Two rules provide that income of large groups is taxed at a minimum effective tax rate of 15% on a jurisdictional basis. The Pillar Two rules include an Income Inclusion Rule top-up tax and a domestic top-up tax, which applies to fiscal years commencing on or after December 31, 2023, and an Undertaxed Profits Rule which applies to fiscal years commencing on or after December 31, 2024. For the year ended March 31, 2026, the Company did not recognize a material amount of current tax expense related to the Pillar Two rules.
The Company or its subsidiaries files income tax returns in various jurisdictions including Ireland, the United States, Australia and various jurisdictions in Europe and Asia Pacific. Due to the size and nature of its business, the Company is subject to ongoing audits and reviews by taxing jurisdictions on various tax matters. The Company is no longer subject to general tax examinations in Ireland for the tax years prior to tax year 2021, Australia for tax years prior to tax year 2022 and in the US for tax years prior to tax year 2017. Refer to Note 15, “Commitments and Contingencies” for further information related to the completed Australian Tax Office (“ATO”) audit.
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Unrecognized Tax Benefits
For the fiscal years ended March 31, 2026, 2025, and 2024, the total amount of penalties and interest recorded in Income tax expense related to unrecognized tax benefits were immaterial. The liabilities associated with uncertain tax benefits are included in Other liabilities or Income Taxes Payable , depending on the expected timing of payments, on the Company’s consolidated balance sheets. As of March 31, 2026, the total amount of unrecognized tax benefits and the total amount of interest and penalties accrued by the Company that, if recognized, would affect the effective tax rate were $ 4.9 million.
15. 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 described in these consolidated financial statements.
Australia Class Action Securities Claim
On May 8, 2023, a group proceeding (class action) was filed in The Supreme Court of Victoria, Australia by Raeken Pty Ltd against James Hardie Industries plc on behalf of persons who purchased certain James Hardie equity securities from February 7, 2022 through November 7, 2022. The litigation is being funded by a litigation funder in Australia, CASL Funder Pty Ltd. The proceeding includes allegations that James Hardie breached relevant provisions of the Corporations Act 2001 (Cth) and the Australian and Securities Investment Act 2001 (Cth), including with respect to certain forward-looking statements James Hardie made about forecasted financial performance measures during the period specified above. The Company believes the challenged statements were proper and is defending the matter. Currently, the Plaintiffs are seeking leave to amend their statement of claim for a second time, and, as a result the July 2026 trial date was vacated and is now reset for February 15, 2027. As of March 31, 2026, the Company has not recorded a reserve related to this matter as the chance of loss is not probable and the amount of loss, if any, cannot be reasonably estimated.
ATO Audit
In February 2024, the ATO issued a transfer pricing position paper for income years ended March 31, 2011 through March 31, 2019, setting out the ATO’s view that certain profits related to arrangements with the Company’s technology holding company based in Ireland should be allocated to Australian subsidiaries of the Company and taxed in Australia. In October 2025, the Company and the ATO reached an agreement which finalized the tax audit being conducted by the ATO on the Company's Australian income tax returns for the years ended March 31, 2011 through March 31, 2019, settled all outstanding issues arising from this audit up to and including the year ended March 31, 2025, and provides greater clarity for future years. The agreed settlement was made without concessions or admissions of liability by either the Company or the ATO. During the fiscal year ended March 31, 2026, the Company recognized an income tax expense of $ 18.2 million (A$ 27.6 million) and a corresponding non-cash reduction in the deferred tax assets relating to Australian net operating losses in respect of this settlement. There will be no additional taxes payable in respect of this settlement.
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US Class Action Securities Claims
On October 24, 2025, a putative shareholder class action was filed in the United Stated District Court for the Northern District of Illinois against James Hardie Industries plc and its CEO and then-CFO on behalf of persons who purchased or otherwise acquired James Hardie common stock between May 20, 2025, through August 18, 2025. On February 17, 2026, the Court appointed Oklahoma Firefighters Pension and Retirement System as lead plaintiff, and an amended complaint was filed on April 20, 2026. The case asserts claims for violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, alleging that the Defendants made material misstatements and omissions throughout the class period related to the strength of the Company’s North America Fiber Cement segment despite alleged customer inventory destocking.
During February and March 2026, shareholders filed two additional putative class actions in the Circuit Court of Cook County, Illinois and a third shareholder filed a putative class action in the Supreme Court of the State of New York, County of New York against James Hardie Industries plc and certain of its current and former directors and officers on behalf of former AZEK stockholders who received James Hardie common stock in exchange for shares of AZEK common stock in connection with the acquisition of AZEK (collectively, the “State Court Securities Cases”). One of the cases also named Ernst & Young LLP as a defendant. The State Court Securities Actions assert claims for violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, alleging that defendants made material misstatements and omissions regarding the strength of operations and customer inventory destocking in filings made in connection with James Hardie’s acquisition of AZEK. The Illinois actions were consolidated into a single action on April 20, 2026, and on May 12, 2026, the New York action was voluntarily discontinued. Plaintiffs in the consolidated Illinois action must file an amended complaint by June 26, 2026.
The Company believes the securities claims are without merit and intends to vigorously defend against them. The Company has not recorded a reserve related to these matters as the Company believes a loss is not probable and the possible amount of loss, or range of loss, is not reasonably estimable at this time.
Environmental
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, soil 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.
16. Share-Based Compensation
Total share-based compensation expense consists of the following:
Years Ended March 31
(Millions of US dollars) 2026 2025 2024
Liability Awards $ 9.2 $ 2.7 $ 17.3
Equity Awards 38.0 23.0 28.2
Total share-based compensation expense $ 47.2 $ 25.7 $ 45.5
Total share-based compensation expense for the fiscal year ended March 31, 2026 includes replacement awards issued in connection with the AZEK acquisition.
As of March 31, 2026, the unrecorded future share-based compensation expense related to outstanding equity awards was $ 58.3 million and will be recognized over an estimated weighted average amortization period of 1.9 years.
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2020 Omnibus Incentive Compensation Plan
In connection with the AZEK acquisition, the Company assumed the 2020 Omnibus Incentive Compensation Plan and assumed and replaced certain outstanding stock options and RSUs under that plan. The terms of the replacement awards were unchanged from the original awards. As of the acquisition date, the estimated fair value of the assumed equity awards was $ 182.1 million, of which $ 160.0 million was recognized as goodwill and the balance of $ 22.1 million will be recognized as share-based compensation expense over the remaining term of the replacement awards. The fair value of the replacement awards for services rendered through the acquisition date was recognized as a component of the purchase consideration, with the remaining fair value related to the post-combination services to be recorded as share-based compensation over the remaining vesting period.
The Company used the Black-Scholes pricing model to estimate the fair value of replacement service-based stock option awards. The significant assumptions used for the stock option valuation include a risk free interest rate of 3.75 % - 3.88 %, expected volatility of 35.0 % - 40.0 %, expected terms of 2.47 - 5.60 years, and an expected dividend yield of 0.0 %. The fair value of the replacement RSUs was based on the closing price on the acquisition date.
The following summarizes the Company’s activity related to stock options assumed and replaced in the acquisition during the year ended March 31, 2026:
Outstanding Options
Number of Options Weighted Average
Exercise Price (US$)
Acquisition replacement awards 5,838,003 12.80
Exercised ( 140,105 ) 12.43
Forfeited — —
Balance at March 31, 2026
5,697,898 12.81
Options exercisable at March 31, 2026
5,641,523 12.71
The weighted-average remaining contractual term of options outstanding at March 31, 2026 was 4.4 years, and the aggregate intrinsic value was $ 37.0 million.
The following summarizes the Company’s activity related to RSUs assumed and replaced in the acquisition during the year ended March 31, 2026:
(Units) 2020 Omnibus
Incentive
Compensation Plan Weighted Average Fair
Value at Grant
Date (US$)
Acquisition replacement awards 1,502,529 26.82
Vested ( 1,173,547 ) 26.82
Forfeited ( 23,524 ) 26.82
Outstanding at March 31, 2026
305,458 26.82
The weighted-average grant-date fair value of the RSUs replacement awards was $ 26.82 per unit.
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The following summarizes the Company’s activity related to CSUs assumed and replaced in the acquisition during the year ended March 31, 2026:
(Units) 2020 Omnibus
Incentive
Compensation Plan
Acquisition replacement awards 1,453,047
Vested ( 1,134,920 )
Forfeited ( 22,748 )
Outstanding at March 31, 2026
295,379
For the fiscal year ending March 31, 2026, $ 30.0 million was paid in cash upon vesting of CSU units.
2001 Equity Incentive Plan
Under the Company’s 2001 Equity Incentive Plan (the “2001 Plan”), which was amended and restated in November 2025 and approved by shareholders, 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 share-based benefits such as restricted stock units.
Long-Term Incentive Plan 2006
The Company’s shareholders approved the establishment of a Long-Term Incentive Plan in 2006 (the “LTIP”) to provide incentives to certain members of senior management (“Executives”). The Company determines the conditions or restrictions of any awards, which may include requirements of continued employment, individual performance or the Company’s financial performance or other criteria. Currently, the plan only allows for RSUs to be granted under the LTIP.
The following summarizes the Company’s shares available for grant as options, RSUs or other equity instruments under the LTIP and 2001 Plan:
Shares
Available for
Grant
Balance at March 31, 2024
17,779,070
Granted ( 1,175,352 )
Balance at March 31, 2025
16,603,718
Granted ( 4,031,233 )
Balance at March 31, 2026
12,572,485
Stock Options
The following summarizes the Company’s stock options activity during the noted period:
Outstanding Options
Number of Options Weighted Average
Exercise Price (A$)
Balance at March 31, 2024
269,221 33.05
Granted — —
Balance at March 31, 2025
269,221 33.05
Granted — —
Balance at March 31, 2026
269,221 33.05
Options exercisable at March 31, 2026
269,221 33.05
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Vested stock options can be exercised for shares for the exercise price at any time up to the end of the contractual term. As of March 31, 2026, the weighted-average remaining contractual term is 1.6 years and the aggregate intrinsic value is nil .
RSUs
The Company estimates the fair value of RSUs on the date of grant and recognizes this estimated fair value as compensation expense over the periods in which the RSU vests.
The following summarizes the Company’s RSU activity:
(Units) Service
Vesting
(2001 Plan) Performance
Vesting
(LTIP) Market
Conditions (LTIP) Total Weighted
Average Fair
Value at Grant
Date (A$)
Outstanding at March 31, 2024
1,227,652 444,902 1,113,651 2,786,205 33.36
Granted 527,577 250,826 396,949 1,175,352 45.57
Vested ( 532,445 ) ( 104,434 ) ( 1,490 ) ( 638,369 ) 35.86
Forfeited ( 121,585 ) ( 5,609 ) ( 322,022 ) ( 449,216 ) 28.64
Outstanding at March 31, 2025
1,101,199 585,685 1,187,088 2,873,972 38.64
Granted 1,719,029 1,010,080 1,302,124 4,031,233 27.04
Vested ( 529,383 ) ( 186,024 ) — ( 715,407 ) 38.50
Forfeited ( 163,203 ) ( 371,156 ) ( 642,485 ) ( 1,176,844 ) 29.57
Outstanding at March 31, 2026
2,127,642 1,038,585 1,846,727 5,012,954 31.46
The following includes the assumptions used to fair value the RSU grants (market condition):
Vesting Condition: Market Market Market Market
FY26 FY26 FY26 FY25
Date of grant 12/18/2025 10/30/2025 9/2/2025 8/17/2024
Dividend yield (per annum) — % — % — % — %
Expected volatility 45.9 % 44.0 % 44.6 % 37.9 %
Risk free interest rate 3.5 % 3.6 % 3.6 % 3.9 %
Expected life in years 2.7 2.8 3.0 3.0
JHX stock price at grant date (A$) 29.95 32.83 30.13 51.99
Number of restricted stock units 654,899 219,775 427,450 396,949
The following presents the total fair value of all of our restricted stock units vested :
Years ended March 31
(Millions of US dollars) 2026 2025 2024
Total fair value vested $ 15.6 $ 22.3 $ 16.1
Scorecard LTI – CSUs
Under the terms of the LTIP, the Company grants scorecard LTI CSUs to executives and the vesting of awards is based on the individual’s performance measured over a three year period against certain performance targets. These awards provide recipients a cash incentive based on an average 20 trading-day closing price of JHI plc’s common stock price and each executive’s scorecard rating.
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The following represents the activity related to the CSUs:
FY26 FY25
Granted 542,427 500,610
Vested 229,066 232,420
Cancelled 471,357 88,382
For the fiscal years ending March 31, 2026, 2025 and 2024, $ 6.3 million, $ 7.9 million and $ 5.1 million, respectively, was paid in cash upon vesting of CSU units.
17. Capital Management
Share Buyback Purchase Program
The Company does not have an active share buyback program and did not repurchase any shares during the year ending March 31, 2026. Below is the activity under the previously announced share buyback programs:
In Millions, except price per share Total Number
of Shares
Purchased Average Price
Paid per
Share
(US$) Total Number of
Shares Purchased
as Part of
Publicly
Announced
Program Maximum Dollar
Value of Shares
That May Yet be
Purchased Under
the Program
(US$)
Total as of March 31, 2024 12.5 12.5
April 1, 2024 - April 30, 2024 — $ — — $ 99.8
May 1, 2024 - May 31, 2024 0.9 $ 31.43 0.9 $ 72.3
June 1, 2024 - June 30, 2024 1.5 $ 31.41 1.5 $ 74.8
July 1, 2024 - July 31, 2024 — $ — — $ 74.8
August 1, 2024 - August 31, 2024 1.0 $ 35.26 1.0 $ 39.2
September 1, 2024 - September 30, 2024 1.1 $ 36.39 1.1 $ —
October 1, 2024 - October 31, 2024 — $ — — $ —
November 1, 2024 - November 30, 2024 — $ — — $ 300.0
December 1, 2024 - December 31, 2024 — $ — — $ 300.0
January 1, 2025 - January 31, 2025 — $ — — $ 300.0
February 1, 2025 - February 28, 2025 — $ — — $ 300.0
March 1, 2025 - March 31, 2025 — $ — — $ 300.0
Total as of March 31, 2025 17.0 17.0
18. Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss consists of the following at March 31, 2026:
(Millions of US dollars) Cash Flow
Hedges Pension
Actuarial
Gain Foreign
Currency
Translation
Adjustments Total
Balance at March 31, 2025
$ 0.1 $ 1.4 $ ( 59.7 ) $ ( 58.2 )
Change in component, net of tax 5.5 1.0 7.6 14.1
Reclassification from other comprehensive loss into net income, net of tax ( 2.2 ) — — ( 2.2 )
Balance at March 31, 2026
$ 3.4 $ 2.4 $ ( 52.1 ) $ ( 46.3 )
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19. Restructuring, net
Restructuring, net consists of the following:
Restructuring Expenses
March 31
(Millions of US dollars) 2026 2025 2024
Equipment write-offs, including disposal costs $ — $ 30.3 $ —
Reclassification of foreign currency translation adjustments 1.4 8.3 —
Other exit costs — 11.7 —
Australia & New Zealand segment 1.4 50.3 —
Equipment write-offs, including disposal costs 22.1 — —
Other exit costs 13.5 — —
Siding & Trim segment 35.6 — —
Deck, Rail & Accessories segment 3.4 — —
General Corporate & R&D ( 24.2 ) — 20.1
Total $ 16.2 $ 50.3 $ 20.1
Australia & New Zealand segment
For the fiscal years ended March 31, 2026 and March 31, 2025, the Company recorded $ 1.4 million and $ 50.3 million, respectively, of exit costs related to the closure of its Philippines manufacturing and commercial operations. The net assets remaining in the Philippines primarily consists of land and buildings, which are classified as held for sale.
Siding & Trim segment
For the fiscal year ended March 31, 2026, the Company recorded $ 35.6 million of exit costs related to the closure of its manufacturing facilities in Fontana, California and Summerville, South Carolina.
General Corporate & R&D
During the fiscal year ended March 31, 2026, the Company completed the sale of its Truganina greenfield site and received proceeds of $ 108.2 million and recorded a gain on sale of $ 26.2 million in General Corporate Costs. The Company also impaired $ 2.0 million of R&D assets as part of the closure of its manufacturing facility in Fontana, California.
20. Segment and Geographic Information
As of March 31, 2026, the Company has four reportable segments:
• Siding & Trim segment - Manufactures fiber cement and PVC exterior siding and trim products, as well as moulding, interior linings, and accessories in the United States. These products are sold in the United States and Canada.
• Deck, Rail & Accessories segment - Manufactures decking, railing, cladding, pergolas, cabanas and related accessories in the United States; these products are sold in the United States and Canada.
• Australia & New Zealand segment - Includes fiber cement products manufactured in Australia and sold in Australia and New Zealand.
• Europe segment - Includes fiber gypsum products and cement bonded boards manufactured in Europe, and fiber cement products manufactured in the United States that are sold in Europe.
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The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. The CODM uses segment Operating Income to allocate resources and assess segment performance, primarily through the annual budgeting process and monthly performance reviews. During these reviews, the CODM monitors actual results versus the prior period, forecasted results and the annual plan. The CODM also considers this information in making strategic decisions related to capital allocations. The Company does not report total assets by segment as the Company’s CODM does not assess performance, or allocate resources based on segment assets.
The Company's General Corporate and unallocated R&D costs do not meet the applicable accounting guidance for separate disclosure as a reportable segment, and are reflected as reconciling items to consolidated Net Income . General Corporate costs primarily consist of Asbestos adjustments , officer and employee compensation and related benefits, professional and legal fees, administrative costs, acquisition related costs and rental expense on the Company’s corporate offices, which are not allocated to the reportable segments. Unallocated R&D costs represented the costs incurred by the research and development centers which were costs not directly associated with one of our reportable segments. Beginning July 1, 2025, R&D costs are allocated to the segments. For the fiscal year ended March 31, 2026, $ 24.2 million was allocated to Siding & Trim, $ 3.7 million to Australia & New Zealand and $ 0.6 million to Europe.
The Company does not report Interest, net for each segment as the segments are not held directly accountable for interest.
For additional information on the Company’s reportable segments, see Note 1, “Organization and Significant Accounting Policies – Reportable Segments”.
The following is the Company’s segment information:
Operating Income
(Millions of US dollars) Siding &
Trim Deck, Rail &
Accessories Australia &
New Zealand Europe Total
For the year ended March 31, 2026
Net sales $ 2,963.1 $ 795.2 $ 520.6 $ 556.9 $ 4,835.8
Cost of goods sold 1,844.9 579.9 298.1 383.3 3,106.2
Gross profit 1,118.2 215.3 222.5 173.6 1,729.6
Selling, general and administrative expenses 373.6 222.3 62.4 117.4 775.7
Restructuring expenses 35.6 3.4 1.4 — 40.4
Other expenses 1
47.1 7.3 4.8 4.0 63.2
Segment operating income (loss) $ 661.9 $ ( 17.7 ) $ 153.9 $ 52.2 $ 850.3
Reconciliation to consolidated net income
General Corporate costs 2, 3
( 402.7 )
Interest, net ( 231.1 )
Other expense, net ( 9.8 )
Income tax expense ( 102.7 )
Consolidated net income $ 104.0
____________
1. Other expenses represent R&D costs and acquisition related expenses allocated to the segments.
2. Includes acquisition related expenses.
3. Starting July 1, 2025, the Company began allocating R&D costs to the segments.
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Operating Income
(Millions of US dollars) Siding &
Trim Australia &
New Zealand Europe Total
For the year ended March 31, 2025
Net sales $ 2,863.3 $ 519.9 $ 494.3 $ 3,877.5
Cost of goods sold 1,721.4 301.2 349.9 2,372.5
Gross profit 1,141.9 218.7 144.4 1,505.0
Selling, general and administrative expenses 291.7 56.0 104.0 451.7
Restructuring expenses — 50.3 — 50.3
Other expenses 1
9.3 1.4 2.4 13.1
Segment operating income $ 840.9 $ 111.0 $ 38.0 $ 989.9
Reconciliation to consolidated net income
General Corporate 2 and Unallocated R&D costs
( 334.0 )
Interest, net ( 10.3 )
Other expense, net ( 0.2 )
Income tax expense ( 221.4 )
Consolidated net income $ 424.0
For the year ended March 31, 2024
Net sales $ 2,891.4 $ 562.8 $ 482.1 $ 3,936.3
Cost of goods sold 1,674.8 335.4 337.7 2,347.9
Gross profit 1,216.6 227.4 144.4 1,588.4
Selling, general and administrative expenses 287.1 60.0 96.1 443.2
Other expenses 1
8.4 1.3 3.3 13.0
Segment operating income $ 921.1 $ 166.1 $ 45.0 $ 1,132.2
Reconciliation to consolidated net income
General Corporate and Unallocated R&D costs ( 364.8 )
Interest, net ( 15.3 )
Other income, net 2.7
Income tax expense ( 244.6 )
Consolidated net income $ 510.2
____________
1. Other expenses represent R&D costs allocated to the segments.
2. Includes acquisition related expenses.
Depreciation and Amortization
Years ended March 31
(Millions of US dollars) 2026 2025 2024
Siding & Trim $ 230.9 $ 160.7 $ 133.8
Deck, Rail & Accessories 202.4 — —
Australia & New Zealand 22.4 19.2 17.0
Europe 30.0 32.4 29.7
General Corporate and R&D 7.8 3.9 4.5
Total $ 493.5 $ 216.2 $ 185.0
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Capital Expenditures
Years ended March 31
(Millions of US dollars) 2026 2025 2024
Siding & Trim $ 220.1 $ 287.2 $ 298.1
Deck, Rail & Accessories 46.7 — —
Australia & New Zealand 60.5 53.1 47.8
Europe 46.6 74.3 89.7
General Corporate and R&D 10.0 7.6 13.7
Total $ 383.9 $ 422.2 $ 449.3
The following is the Company’s geographical information:
Net Sales
Years Ended March 31
(Millions of US dollars) 2026 2025 2024
United States of America $ 3,544.5 $ 2,707.2 $ 2,743.7
Australia 423.3 401.1 403.8
Canada 213.8 156.1 147.7
Germany 163.9 142.9 140.5
New Zealand 97.3 92.6 87.7
Other Countries 1
393.0 377.6 412.9
Total $ 4,835.8 $ 3,877.5 $ 3,936.3
Long-Lived Assets
March 31
(Millions of US dollars) 2026 2025
United States of America $ 2,607.8 $ 1,627.7
Australia 270.9 231.9
Germany 155.4 143.2
Spain 219.2 187.1
Other Countries 2
65.5 52.2
Total 3
$ 3,318.8 $ 2,242.1
____________
1 Included are all other countries that account for less than 5 % of net sales individually, primarily in Great Britain, Switzerland, Denmark, the Netherlands, France and other European countries.
2 Included are all other countries that account for less than 5 % of long-lived assets individually, primarily in the Netherlands, New Zealand, and Great Britain.
3 Long-lived assets include Property, plant and equipment and ROU assets.
21. Concentrations of Risk
The distribution channels for the Company’s products are concentrated. The Company has one customer who has contributed greater than 10% of net sales in each of the past three fiscal years. The following represents net sales generated by this customer, which is from the Siding & Trim and Deck, Rail & Accessories segments:
Years Ended March 31
(Millions of US dollars) 2026 2025 2024
Customer A $ 546.4 11.3 % $ 586.6 15.1 % $ 558.2 14.2 %
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Approximately 27 %, 30 % and 30 % of the Company’s net sales for each fiscal year 2026, 2025 and 2024, respectively, were 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.
22. Employee Benefit Plan
In the United States, the Company sponsors a defined contribution plan, the James Hardie Retirement and Profit Sharing Plan (the “401(k) Plan”) which is a tax-qualified retirement and savings plan covering all US employees, including the senior executive officers, subject to certain eligibility requirements. Under this plan, the Company matches employee contributions dollar for dollar, up to a maximum of the first 6 % of an employee’s eligible compensation.
In connection with the AZEK acquisition, the Company assumed the 401(k) defined contribution plans (the “401(k) Plans”) for the benefit of employees who meet certain eligibility requirements. The 401(k) Plans cover substantially all of the Company’s full-time employees. The 401(k) Plans match employee pre-tax and Roth IRA contributions. The Company matches 100 % of the first 2 % of employee contributions, plus 50 % of the next 4 % of employee contributions.
For the fiscal years ended March 31, 2026, 2025 and 2024, the Company made total matching contributions of $ 25.2 million, $ 19.0 million and $ 16.8 million, respectively under the multiple 401(k) plans.
The Company sponsors a deferred compensation plan for its executives whereby the plan assets are held in a rabbi trust. The deferred compensation is funded to the rabbi trust which holds investments directed by the participants and are accounted for as held for sale. The Company matches up to a maximum of the first 6 % of an employee’s eligible compensation that would not be eligible in the 401(k) Plan due to Internal Revenue Service contribution limits so long as the participant defers eligible compensation to the deferred compensation plan. As of March 31, 2026, the assets held in trust and related deferred compensation liability recorded in the accompanying consolidated balance sheets are immaterial.
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