James Hardie Industries plc 6-K, filed Dec 2, 2021

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the Month of December 2021

1-15240

(Commission File Number)

JAMES HARDIE INDUSTRIES plc

(Translation of registrant’s name into English)

Europa House, Second Floor

Harcourt Centre

Harcourt Street, Dublin 2, D02, WR20, Ireland

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F..X....  Form 40-F.........

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Not Applicable

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Not Applicable

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TABLE OF CONTENTS

Forward-Looking Statements	3
Exhibit Index	5
Signatures	6

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Forward-Looking Statements

This Form 6-K contains forward-looking statements. James Hardie Industries plc (the “company”) may from time to time make forward-looking statements in its periodic reports filed with or furnished to the Securities and Exchange Commission, on Forms 20-F and 6-K, in its annual reports to shareholders, in offering circulars, invitation memoranda and prospectuses, in media releases and other written materials and in oral statements made by the company’s officers, directors or employees to analysts, institutional investors, existing and potential lenders, representatives of the media and others. Statements that are not historical facts are forward-looking statements and such forward-looking statements are statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.

Examples of forward-looking statements include:

•statements about the company’s future performance;

•projections of the company’s results of operations or financial condition;

•statements regarding the company’s plans, objectives or goals, including those relating to strategies, initiatives, competition, acquisitions, dispositions and/or its products;

•expectations concerning the costs associated with the suspension or closure of operations at any of the company’s plants and future plans with respect to any such plants;

•expectations concerning the costs associated with the significant capital expenditure projects at any of the company’s plants and future plans with respect to any such projects;

•expectations regarding the extension or renewal of the company’s credit facilities including changes to terms, covenants or ratios;

•expectations concerning dividend payments and share buy-backs;

•statements concerning the company’s corporate and tax domiciles and structures and potential changes to them, including potential tax charges;

•uncertainty from the expected discontinuance of LIBOR and transition to any other interest rate benchmark;

•statements regarding the effect and consequences of the COVID-19 public health crisis;

•statements regarding tax liabilities and related audits, reviews and proceedings;

•statements regarding the possible consequences and/or potential outcome of legal proceedings brought against us and the potential liabilities, if any, associated with such proceedings;

•expectations about the timing and amount of contributions to AICF, a special purpose fund for the compensation of proven Australian asbestos-related personal injury and death claims;

•expectations concerning the adequacy of the company’s warranty provisions and estimates for future warranty-related costs;

•statements regarding the company’s ability to manage legal and regulatory matters (including but not limited to product liability, environmental, intellectual property and competition law matters) and to resolve any such pending legal and regulatory matters within current estimates and in anticipation of certain third-party recoveries; and

•statements about economic or housing market conditions in the regions in which we operate, including but not limited to, the levels of new home construction and home renovations, unemployment levels, changes in consumer income, changes or stability in housing values, the availability of mortgages and other financing, mortgage and other interest rates, housing affordability and supply, the levels of foreclosures and home resales, currency exchange rates, and builder and consumer confidence.

Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “aim,” “will,” “should,” “likely,” “continue,” “may,” “objective,” “outlook” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Readers are cautioned not to place undue reliance on these forward-looking statements and all such forward-looking statements are qualified in their entirety by reference to the following cautionary statements.

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Forward-looking statements are based on the Company’s current expectations, estimates and assumptions and because forward-looking statements address future results, events and conditions, they, by their very nature, involve inherent risks and uncertainties, many of which are unforeseeable and beyond the Company’s control. Such known and unknown risks, uncertainties and other factors may cause actual results, performance or other achievements to differ materially from the anticipated results, performance or achievements expressed, projected or implied by these forward-looking statements. These factors, some of which are discussed under “Risk Factors” in Section 3 of the Form 20-F filed with the Securities and Exchange Commission on 18 May 2021, include, but are not limited to: all matters relating to or arising out of the prior manufacture of products that contained asbestos by current and former Company subsidiaries; required contributions to AICF, any shortfall in AICF funding and the effect of currency exchange rate movements on the amount recorded in the Company’s financial statements as an asbestos liability; compliance with and changes in tax laws and treatments; competition and product pricing in the markets in which the Company operates; the consequences of product failures or defects; exposure to environmental, asbestos, putative consumer class action or other legal proceedings; general economic and market conditions; the supply and cost of raw materials; possible increases in competition and the potential that competitors could copy the Company’s products; compliance with and changes in environmental and health and safety laws; risks of conducting business internationally; compliance with and changes in laws and regulations; currency exchange risks; dependence on customer preference and the concentration of the Company’s customer base; dependence on residential and commercial construction markets; the effect of adverse changes in climate or weather patterns; use of accounting estimates; risk and uncertainties arising out of the COVID-19 public health crisis, including the impact of COVID-19 on our business, sales, results of operations and financial condition and all other risks identified in the Company’s reports filed with Australian, Irish and US securities regulatory agencies and exchanges (as appropriate). The Company cautions you that the foregoing list of factors is not exhaustive and that other risks and uncertainties may cause actual results to differ materially from those referenced in the Company’s forward-looking statements. Forward-looking statements speak only as of the date they are made and are statements of the Company’s current expectations concerning future results, events and conditions. The Company assumes no obligation to update any forward-looking statements or information except as required by law.

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Update - Dividend/ Distribution - JHX
99.2	Appendix 3Y

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	James Hardie Industries plc
Date:    2 December 2021	By:  /s/ Joseph C. Blasko
	Joseph C. Blasko
	General Counsel, Chief Compliance Officer and Company Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Update - Dividend/ Distribution - JHX
99.2	Appendix 3Y

7

ex991-12022021

Notification of dividend / distribution Notification of dividend / distribution 1 / 5 Update Summary Entity name JAMES HARDIE INDUSTRIES PLC Security on which the Distribution will be paid JHX - CHESS DEPOSITARY INTERESTS 1:1 Announcement Type Update to previous announcement Date of this announcement 22/11/2021 Reason for the Update Actual FX rate Refer to below for full details of the announcement Exhibit 99.1

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Notification of dividend / distribution Notification of dividend / distribution 2 / 5 Announcement Details Part 1 - Entity and announcement details 1.1 Name of +Entity JAMES HARDIE INDUSTRIES PLC 1.2 Registered Number Type ARBN Registration Number 097829895 1.3 ASX issuer code JHX 1.4 The announcement is 1.4a Reason for update to a previous announcement Actual FX rate 1.4b Date of previous announcement(s) to this update 9/11/2021 1.5 Date of this announcement 22/11/2021 1.6 ASX +Security Code JHX ASX +Security Description CHESS DEPOSITARY INTERESTS 1:1 Part 2A - All dividends/distributions basic details 2A.1 Type of dividend/distribution 2A.2 The Dividend/distribution: relates to a period of six months 2A.3 The dividend/distribution relates to the financial reporting or payment period ending ended/ending (date) 30/9/2021 2A.4 +Record Date Ordinary Update/amendment to previous announcement

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Notification of dividend / distribution Notification of dividend / distribution 3 / 5 2A.4 +Record Date 19/11/2021 2A.5 Ex Date 18/11/2021 2A.6 Payment Date 17/12/2021 2A.7 Are any of the below approvals required for the dividend/distribution before business day 0 of the timetable? Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity required before business day 0 of the timetable for the dividend/distribution. 2A.8 Currency in which the dividend/distribution is made ("primary currency") USD - US Dollar 2A.9 Total dividend/distribution payment amount per +security (in primary currency) for all dividends/distributions notified in this form USD 0.40000000 2A.9a AUD equivalent to total dividend/distribution amount per +security AUD 0.54928000 2A.9b If AUD equivalent not known, date for information to be released 22/11/2021 Estimated or Actual? 2A.9c FX rate (in format AUD 1.00 / primary currency rate): AUD AUD 1.00 FX rate (in format AUD rate/primary currency rate) Primary Currency rate USD 0.72822604 2A.10 Does the entity have arrangements relating to the currency in which the dividend/distribution is paid to securityholders that it wishes to disclose to the market? 2A.11 Does the entity have a securities plan for dividends/distributions on this +security? 2A.12 Does the +entity have tax component information apart from franking? 2A.13 Withholding tax rate applicable to the dividend/distribution (%) 25.000000 % No We do not have a securities plan for dividends/distributions on this security Yes Actual No

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Notification of dividend / distribution Notification of dividend / distribution 4 / 5 Part 2B - Currency Information 2B.1 Does the entity default to payment in certain currencies dependent upon certain attributes such as the banking instruction or registered address of the +securityholder? (For example NZD to residents of New Zealand and/or USD to residents of the U.S.A.). 2B.2 Please provide a description of your currency arrangements The dividend is payable in Australian currency unless the security holder elect otherwise Part 3A - Ordinary dividend/distribution 3A.1 Is the ordinary dividend/distribution estimated at this time? 3A.1a Ordinary dividend/distribution estimated amount per +security USD 3A.1b Ordinary Dividend/distribution amount per security USD 0.40000000 3A.2 Is the ordinary dividend/distribution franked? 3A.3 Percentage of ordinary dividend/distribution that is franked 0.0000 % 3A.4 Ordinary dividend/distribution franked amount per +security USD 0.00000000 3A.5 Percentage amount of dividend which is unfranked 100.0000 % 3A.6 Ordinary dividend/distribution unfranked amount per +security excluding conduit foreign income amount USD 0.40000000 Part 5 - Further information 5.1 Please provide any further information applicable to this dividend/distribution 5.2 Additional information for inclusion in the Announcement Summary No No No

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Notification of dividend / distribution Notification of dividend / distribution 5 / 5 5.2 Additional information for inclusion in the Announcement Summary

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Document

Classification: James Hardie Collaborate<br><br>Appendix 3Y<br><br>Change of Director’s Interest Notice

Exhibit 99.2

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	James Hardie Industries plc
ARBN	097 829 895

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Michael N. HAMMES
Date of last notice	4 December 2015

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest<br><br>(including registered holder)<br><br>Note: Provide details of the circumstances giving rise to the relevant interest.	Indirect interest in ordinary shares/CUFS of James Hardie Industries plc held in the form of American Depository Receipts (ADRs). The registered holder is Deutsche Bank Trust Company Americas and they are held on account for the following beneficial owner:<br><br>•Michael N. Hammes and Lenore L. Hammes
Date of change	23 November 2021
+ See chapter 19 for defined terms.
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01/01/2011    Appendix 3Y Page 1

Classification: James Hardie Collaborate<br><br>Appendix 3Y<br><br>Change of Director’s Interest Notice
No. of securities held prior to change	•Direct interest in 30,109 ordinary shares/CUFS registered in the name of Michael N. Hammes and Lenore L. Hammes.<br><br>•Indirect interest in 5,000 ordinary shares/CUFS. The registered holder is HSBC Custody Nominees (Australia) Limited and they are held on account for Michael and Lenore Hammes.<br><br>•Indirect interest in CUFS held in the form of 9,000 ADRs, equivalent to a holding of 9,000 ordinary shares/CUFS. The registered holder is Deutsche Bank Trust Company Americas and they are held on account for the following beneficial owner:<br><br>•9,000 ADRs for Michael N. Hammes and Lenore L. Hammes
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Class	ADRs. ADRs trade on the NYSE in the United States and one ADR is equivalent to one ordinary share/CUFS.
Number acquired	Nil
Number disposed	1,000 ADRs, equivalent to a holding of 1,000 ordinary shares/CUFS.
Value/Consideration<br><br>Note: If consideration is non-cash, provide details and estimated valuation	Nil.
+ See chapter 19 for defined terms.
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Appendix 3Y Page 2    01/01/2011

Classification: James Hardie Collaborate<br><br>Appendix 3Y<br><br>Change of Director’s Interest Notice
No. of securities held after change	Current relevant interest is:<br><br><br><br>•Direct interest in 30,109 ordinary shares/CUFS registered in the name of Michael N. Hammes and Lenore L. Hammes.<br><br>•Indirect interest in 5,000 ordinary shares/CUFS. The registered holder is HSBC Custody Nominees (Australia) Limited and they are held on account for Michael and Lenore Hammes.<br><br>•Indirect interest in CUFS held in the form of 8,000 ADRs, equivalent to a holding of 8,000 ordinary shares/CUFS. The registered holder is Deutsche Bank Trust Company Americas and they are held on account for the following beneficial owner:<br><br>•8,000 ADRs for Michael N. Hammes and Lenore L. Hammes
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Nature of change<br><br>Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Off market transfer to charitable organisation (Agnus Dei Foundation (Escondido, CA))

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Not applicable
Nature of interest	Not applicable
Name of registered holder<br><br>(if issued securities)	Not applicable
Date of change	Not applicable
No. and class of securities to which interest related prior to change<br><br>Note: Details are only required for a contract in relation to which the interest has changed	Not applicable
Interest acquired	Not applicable
+ See chapter 19 for defined terms.
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01/01/2011    Appendix 3Y Page 3

Classification: James Hardie Collaborate<br><br>Appendix 3Y<br><br>Change of Director’s Interest Notice
Interest disposed	Not applicable
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Value/Consideration<br><br>Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Not applicable

Part 3 – +Closed period

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable
+ See chapter 19 for defined terms.
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Appendix 3Y Page 4    01/01/2011