Cover and table of contents
13K characters. Original on sec.gov ·
Cover and table of contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to Commission File Number: 001-32846

CRH public limited company (Exact name of registrant as specified in its charter)
| Ireland | 98-0366809 | ||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Stonemason’s Way, Rathfarnham, Dublin 16, D16 KH51, Ireland +353 1 404 1000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Trading Symbol: | Name of Each Exchange on Which Registered: | ||||||
| Ordinary Shares of €0.32 each 6.40% notes due 2033 | CRH CRH/33A | New York Stock Exchange New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒Yes ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. ☐Yes ☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒Yes ☐ No
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes ☒ No
The aggregate market value of the voting shares held by non-affiliates of the registrant, computed by reference to the closing price as reported on the New York Stock Exchange, as of the last business day of CRH plc’s most recently completed second fiscal quarter (June 30, 2023), was $40,589,313,781. CRH plc has no non-voting common equity.
As of February 15, 2024, the number of outstanding ordinary shares was 690,357,372.
Documents Incorporated by Reference: None
EXPLANATORY NOTE
CRH plc (together with its consolidated subsidiaries, the “Company”, “CRH”, the “Group”, “we”, “us” or “our”), a corporation organized under the laws of the Republic of Ireland, is a foreign private issuer in the United States for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company voluntarily has chosen to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the United States Securities and Exchange Commission (SEC) instead of filing on the reporting forms available to foreign private issuers.
The Company also files a notice of meeting and proxy statement for its 2024 Annual General Meeting prepared in accordance with applicable Irish and UK requirements (the “Notice and Proxy Statement”). As the Notice and Proxy Statement is not filed pursuant to Regulation 14A, the Company is not permitted to incorporate by reference information required by Part III of its Form 10-K from the Notice and Proxy Statement. The Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report on Form 10-K”) on February 29, 2024. In reliance upon and as permitted by Instruction G(3) to Form 10-K, the Company is filing this Amendment No. 1 on Form 10-K/A (the “Form 10-K Amendment”) in order to include in the Annual Report on Form 10-K the Part III information not previously included therein.
The Company has also included the information in this Form 10-K Amendment as part of its Notice and Proxy Statement, which the Company is furnishing on a Form 8-K on the date hereof.
No attempt has been made in this Form 10-K Amendment to modify or update the other disclosures presented in the Annual Report on Form 10-K, and this Form 10-K Amendment does not reflect events occurring after the filing of the Annual Report on Form 10-K except as otherwise noted. Accordingly, this Form 10-K Amendment should be read in conjunction with the Annual Report on Form 10-K and the Company’s other filings with the SEC. The Company undertakes no obligation to update any statements contained in the Annual Report on Form 10-K, this Form 10-K Amendment or the documents incorporated by reference therein or herein for revisions or changes after the filing date of the Annual Report on Form 10‐K or this Form 10-K Amendment, other than as required by law.
References to U.S. GAAP mean the accounting principles generally accepted in the United States. References in this document to other documents on the Company’s website are included only as an aid to their location, and information on the Company’s website does not form part of, and is not incorporated by reference into, this Form 10-K Amendment.
TABLE OF CONTENTS
CRH Form 10-K/A 4
Forward Looking Statements – Safe Harbor Provisions Under The Private Securities Litigation Reform Act Of 1995
In order to utilize the “Safe Harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, CRH is providing the following cautionary statement.
This document contains statements that are, or may be deemed to be, forward-looking statements with respect to the financial condition, results of operations, business, viability and future performance of CRH and certain of the plans and objectives of CRH. These forward-looking statements may generally, but not always, be identified by the use of words such as “will”, “anticipates”, “should”, “could”, “would”, “targets”, “aims”, “may”, “continues”, “expects”, “is expected to”, “estimates”, “believes”, “intends” or similar expressions. These forward-looking statements include all matters that are not historical facts or matters of fact at the date of this document.
In particular, the following, among other statements, are all forward-looking in nature: plans and expectations regarding the appointment and terms of directors and officers and the Board’s strategic priorities; plans and expectations regarding CRH’s share buyback program; plans and expectations regarding CRH’s transition to a quarterly dividend cadence; plans and expectations regarding CRH’s transition to U.S. domestic issuer status, including the nature of new governance and compensation practices and policies and the timing of their adoption; plans and expectations regarding shareholder engagement; plans and expectations regarding CRH’s decarbonization targets, sustainability- and diversity-related initiatives; and plans and expectations regarding the vesting of equity incentive awards.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future and reflect the Company’s current expectations and assumptions as to such future events and circumstances that may not prove accurate. You are cautioned not to place undue reliance on any forward-looking statements. These forward-looking statements are made as of the date of this document. The Company expressly disclaims any obligation or undertaking to publicly update or revise these forward-looking statements other than as required by applicable law.
A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, certain of which are beyond our control, and which include, among other factors: economic and financial conditions, including changes in interest rates, inflation, price volatility and/or labor and materials shortages; demand for infrastructure, residential and non-residential construction and our products in geographic markets in which we operate; increased competition and its impact on prices and market position; increases in energy, labor and/or other raw materials costs; adverse changes to laws and regulations, including in relation to climate change; the impact of unfavorable weather; investor and/or consumer sentiment regarding the importance of sustainable practices and products; availability of public sector funding for infrastructure programs; political uncertainty, including as a result of political and social conditions in the jurisdictions CRH operates in, or adverse political developments, including the ongoing geopolitical conflicts in Ukraine and the Middle East; failure to complete or successfully integrate acquisitions or make timely divestments; cyber-attacks and exposure of associates, contractors, customers, suppliers and other individuals to health and safety risks, including due to product failures. Additional factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those expressed by the forward-looking statements in this report include, but are not limited to, the risks and uncertainties described herein and in “Risk Factors” in Part 1, Item 1A of the Annual Report on Form 10-K.
The Company's independent auditors have not examined or performed any procedures with respect to any forward-looking information contained herein and assume no responsibility for such information.
CRH Form 10-K/A 5
PART III
Next: Item 10. Directors, Executive Officers and Corporate Governance