(a) Documents filed as part of this Report:
1. Consolidated Financial Statements
No financial statement or supplemental data are filed with this Form 10-K Amendment. See Part II, Item 8 of CRH’s Annual Report on Form 10-K.
2. Exhibits
The documents set forth below are included herein or incorporated herein by reference to the location indicated.
3.1 Memorandum and Articles of Association (incorporated by reference to Exhibit 99.1 to the current report on Form 6-K furnished September 25, 2023).
4.1 Indenture, dated as of March 20, 2002, among CRH America, Inc., CRH plc and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form F-3 filed July 19, 2013).
4.2 Officer’s Certificate of CRH America, Inc. pursuant to Sections 102 and 301 of the Indenture, dated September 29, 2003, setting forth the terms of its 6.40% Notes due 2033 (incorporated by reference to Exhibit 2 to the Registration Statement on Form 8-A filed December 28, 2023).
4.3 Global Security for the 6.40% Notes due 2033 (incorporated by reference to Exhibit 3 to the Registration Statement on Form 8-A filed December 28, 2023).
4.4** Description of securities registered under Section 12 of the Exchange Act.
10.1** Multicurrency Facility Agreement, originally dated June 11, 2014, between CRH plc and National Westminster Bank plc (as Agent), as amended and restated by amendment and restatement agreements dated April 7, 2017, April 10, 2019, April 1, 2021 and May 11, 2023.
10.2** Amendment and Restatement Agreement, dated May 11, 2023, between CRH plc, Bank of America Europe Designated Activity Company (as Retiring Agent), National Westminster Bank PLC (as Successor Agent) and others.
10.3† Rules of the CRH 2021 Savings-Related Share Option Scheme - (Republic of Ireland) (incorporated by reference to Exhibit 4.2 to the registration statement on Form S-8 filed August 22, 2023).
10.4† Rules of the CRH 2021 Savings-Related Share Option Scheme - (United Kingdom) (incorporated by reference to Exhibit 4.3 to the registration statement on Form S-8 filed August 22, 2023).
10.5† Rules of the CRH plc 2014 Performance Share Plan (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-8 filed August 22, 2023).
10.6† Rules of the CRH plc 2014 Deferred Share Bonus Plan (incorporated by reference to Exhibit 4.5 to the registration statement on Form S-8 filed August 22, 2023).
10.7†** Rules of the CRH plc 2013 Restricted Share Plan
10.8† Rules of the CRH 2010 Savings-Related Share Option Scheme - (Republic of Ireland) (incorporated by reference to Exhibit 4.7 to the registration statement on Form S-8 filed August 22, 2023).
10.9† Rules of the CRH 2010 Savings-Related Share Option Scheme - (United Kingdom) (incorporated by reference to Exhibit 4.8 to the registration statement on Form S-8 filed August 22, 2023).
10.10† Trust Deed and Rules, dated September 6, 1990 of the Roadstone Limited Share Participation Scheme (incorporated by reference to Exhibit 4.9 to the registration statement on Form S-8 filed August 22, 2023).
10.11† Deed of Amendment, dated November 17, 2009, to the Trust Deed and Rules of the Roadstone Limited Share Participation Scheme (incorporated by reference to Exhibit 4.10 to the registration statement on Form S-8 filed August 22, 2023).
10.12† Deed of Amendment, dated March 7, 2016, to the Trust Deed and Rules of the Roadstone Limited Share Participation Scheme (incorporated by reference to Exhibit 4.11 to the registration statement on Form S-8 filed August 22, 2023).
10.13† Trust Deed and Rules, dated December 18, 2019 of the CRH Finance DAC Share Participation Scheme (incorporated by reference to Exhibit 4.12 to the registration statement on Form S-8 filed August 22, 2023).
10.14† Trust Deed and Rules, dated April 8, 1997 of the CRH Group Services Limited Share Participation Scheme (incorporated by reference to Exhibit 4.13 to the registration statement on Form S-8 filed August 22, 2023).
10.15† Supplemental Deed, dated June 23, 1997, to the CRH Group Services Limited Share Participation Scheme (incorporated by reference to Exhibit 4.14 to the registration statement on Form S-8 filed August 22, 2023).
10.16† Agreement, dated June 2, 1998, regarding amendments to the CRH Group Services Limited Share Participation Scheme (incorporated by reference to Exhibit 4.15 to the registration statement on Form S-8 filed August 22, 2023).
10.17† Trust Deed and Rules, dated October 12, 1989, of the Irish Cement Limited Share Participation Scheme (incorporated by reference to Exhibit 4.16 to the registration statement on Form S-8 filed August 22, 2023).
10.18† Trust Deed and Rules, dated September 17, 1990 of the Irish Shared Administration Centre Limited Share Participation Scheme (incorporated by reference to Exhibit 4.17 to the registration statement on Form S-8 filed August 22, 2023).
10.19† Agreement, dated November 27, 1996, regarding amendments to the Irish Shared Administration Centre Limited Share Participation Scheme (incorporated by reference to Exhibit 4.18 to the registration statement on Form S-8 filed August 22, 2023).
10.20† Deed of Amendment, dated November 18, 2009, to the Irish Shared Administration Centre Limited Share Participation Scheme (incorporated by reference to Exhibit 4.19 to the registration statement on Form S-8 filed August 22, 2023).
10.21† Deed of Amendment, dated January 7, 2019, to the Irish Shared Administration Centre Limited Share Participation Scheme (incorporated by reference to Exhibit 4.20 to the registration statement on Form S-8 filed August 22, 2023).
CRH Form 10-K/A 46
10.22† Trust Deed and Rules, dated October 26, 2018 of the Opterra Wössingen Share Participation Scheme (incorporated by reference to Exhibit 4.21 to the registration statement on Form S-8 filed August 22, 2023).
10.23† Oldcastle Materials Inc., Retirement Savings Plan, as amended on December 21, 2009 (incorporated by reference to Exhibit 99.1 to the registration statement on Form S-8 filed April 2, 2010).
10.24† Oldcastle Precast, Inc. Profit Sharing Retirement Plan and Trust, dated February 26, 1970, as amended on January 1, 2010 (incorporated by reference to Exhibit 99.2 to the registration statement on Form S-8 filed April 2, 2010).
21.1** Principal Subsidiary Undertakings.
22.1** List of Guarantors and Subsidiary Issuers of Guaranteed Securities.
23.1** Consent of Independent Registered Public Accounting Firm - Deloitte Ireland LLP.
24.1** Power of Attorney (included on signature page of Annual Report on Form 10-K filed on February 29, 2024).
31.1** Certification of Chief Executive pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2** Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3* Certification of Chief Executive pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4 * Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of Chief Executive pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95.1** Disclosure of Mine Safety and Health Administration (MSHA) Safety Data.
97.1** Policy Relating to Recovery of Erroneously Awarded Compensation.
101 Inline eXtensible Business Reporting Language (XBRL).
104 Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).
† Management compensation plan or arrangement.
- Filed with this Amendment No. 1 on Form 10-K/A
** Previously filed or furnished with our Annual Report on Form 10-K filed on February 29, 2024.
CRH Form 10-K/A 47
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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.
CRH public limited company (Registrant)
/s/ Jim Mintern
Jim Mintern
Chief Financial Officer
Dated: March 15, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | | | | |
|---|
| Signature | | | Title | | | Date | | |
| * R. Boucher | | | (Chairman of the Board) | | | March 15, 2024 | | |
| /s/ Albert Manifold A. Manifold | | | (Chief Executive and Executive Director) | | | March 15, 2024 | | |
| /s/ Jim Mintern J. Mintern | | | (Chief Financial Officer and Executive Director) | | | March 15, 2024 | | |
| * L. McKay | | | (Non-management Director) | | | March 15, 2024 | | |
| * C. Dowling | | | (Non-management Director) | | | March 15, 2024 | | |
| * J. Karlström | | | (Non-management Director) | | | March 15, 2024 | | |
| * S. Kelly | | | (Non-management Director) | | | March 15, 2024 | | |
| * G.L. Platt | | | (Non-management Director) | | | March 15, 2024 | | |
| * M.K. Rhinehart | | | (Non-management Director) | | | March 15, 2024 | | |
| * B. Khan | | | (Non-management Director) | | | March 15, 2024 | | |
| * R. Fearon | | | (Non-management Director) | | | March 15, 2024 | | |
| * S. Talbot | | | (Non-management Director) | | | March 15, 2024 | | |
| * C. Verchere | | | (Non-management Director) | | | March 15, 2024 | | |
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| | | | | | | | |
| * By: | | | | | | /s/ JIM MINTERN | | |
| | | | | | J. Mintern | | |
| | | | | | Attorney-in-Fact | | |
CRH Form 10-K/A 48
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