filings.toolsCRH 20-F 2015-12-31
Filed 2016-03-16. 15 sections, 1129K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
20-F 1 d144241d20f.htm 20-F
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
| (Mark One) | WASHINGTON, D.C. 20549 |
FORM 20-F
¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2015
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
OR
¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
Commission file number: 001-32846
CRH public limited company
(Exact name of Registrant as specified in its charter)
Republic of Ireland
(Jurisdiction of incorporation or organisation)
Belgard Castle, Clondalkin, Dublin 22, Ireland
(Address of principal executive offices)
Senan Murphy
Tel: +353 1 404 1000
Fax: +353 1 404 1007
Belgard Castle, Clondalkin, Dublin 22, Ireland
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of Each Class | Name of Each Exchange On Which Registered | |
| CRH plc | ||
| Ordinary Shares/Income Shares of €0.34 each | The New York Stock Exchange* | |
| American Depositary Shares, each representing the right to receive one | The New York Stock Exchange | |
| Ordinary Share | ||
| CRH America Inc. | ||
| 4.125% Notes due 2016 guaranteed by CRH plc | The New York Stock Exchange | |
| 6.000% Notes due 2016 guaranteed by CRH plc | The New York Stock Exchange | |
| 8.125% Notes due 2018 guaranteed by CRH plc | The New York Stock Exchange | |
| 5.750% Notes due 2021 guaranteed by CRH plc | The New York Stock Exchange |
–
| * | Not for trading but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. |
|---|
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
| Ordinary Shares/Income Shares of €0.34 each ** | 823,911,253 | |||
| 5% Cumulative Preference Shares of €1.27 each | 50,000 | |||
| 7% ‘A’ Cumulative Preference Shares of €1.27 each | 872,000 |
–
| ** | Each Income Share is tied to an Ordinary Share and may only be transferred or otherwise dealt with in conjunction with such Ordinary Share. |
|---|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X No ¨
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No X
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
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 X No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).*** Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer X Accelerated filer ¨ Non-accelerated filer ¨
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ¨ | International Financial Reporting Standards as issued by the | Other ¨ | ||
| International Accounting Standards Board X |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No X
*** This requirement does not yet apply to the registrant.
Table of Contents
CRH Annual Report on Form 20-F | 2015
CRH plc Annual Report on Form 20-F
in respect of the year ended 31 December 2015
| Table of Contents | Page |
Table of Contents
CRH Annual Report on Form 20-F | 2015
Cross Reference to Form 20-F Requirements
This table has been provided as a cross reference from the information included in this Annual Report to the requirements of this 20-F.
| Page | ||||||||
| Introduction and Performance Measures | 8 | |||||||
| PART I |
Item 1. Identity of Directors, Senior Management and Advisors n/a
Item 2. Offer Statistics and Expected Timetable n/a
Item 3. Key Information
| | | | | | | | | | | | | A - | | Selected financial data | | | 11, 248 | | | | | | | | | | | | | | | B - | | Capitalisation and indebtedness | | | n/a | | | | | | | | | | | | | | | C - | | Reasons for the offer and use of proceeds | | | n/a | | | | | | | | | | | | | | | D - | | Risk factors | | | 54 | |
Item 4. Information on the Company
| | | | | | | | | | | | | A - | | History and development of the Company | | | 14 | | | | | | | | | | | | | | | B - | | Business overview | | | 12, 15, 19 | | | | | | | | | | | | | | | C - | | Organisational structure | | | 14 | | | | | | | | | | | | | | | D - | | Property, plants and equipment | | | 38 | |
Item 5. Operating and Financial Review and Prospects
| | | | | | | | | | | | | A - | | Operating results | | | 44, 66 | | | | | | | | | | | | | | | B - | | Liquidity and capital resources | | | 67 | | | | | | | | | | | | | | | C - | | Research and development, patent and licences, etc. | | | 41 | | | | | | | | | | | | | | | D - | | Trend information | | | 45, 66 | | | | | | | | | | | | | | | E - | | Off-balance sheet arrangements | | | 68 | | | | | | | | | | | | | | | F - | | Tabular disclosure of contractual obligations | | | 69 | | | | | | | | | | | | | | | G - | | Safe Harbor | | | 12 | |
Item 6. Directors, Senior Management and Employees
| | | | | | | | | | | | | A - | | Directors and senior management | | | 96 | | | | | | | | | | | | | | | B - | | Compensation | | | 114 | | | | | | | | | | | | | | | C - | | Board practices | | | 100 | | | | | | | | | | | | | | | D - | | Employees | | | 41 | | | | | | | | | | | | | | | E - | | Share ownership | | | 132 | |
Item 7. Major Shareholders and Related Party Transactions
| | | | | | | | | | | | | A - | | Major shareholders | | | 247 | | | | | | | | | | | | | | | B - | | Related party transactions | | | 234 | | | | | | | | | | | | | | | C - | | Interests of experts and counsel | | | n/a | |
Item 8. Financial Information
| | | | | | | | | | | | | A - | | Consolidated statements and other financial information | | | 153, 248 | | | | | | | | | | | | | | | - | | Legal proceedings | | | 41 | | | | | | | | | | | | | | | - | | Dividends | | | 248 | | | | | | | | | | | | | | | B - | | Significant changes | | | 68 | |
Item 9. The Offer and Listing
| | | | | | | | | | | | | A - | | Offer and listing details | | | 246 | | | | | | | | | | | | | | | B - | | Plan of distribution | | | n/a | |
| Page | ||||||||
| C - | Markets | 246 | ||||||
| D - | Selling shareholders | n/a | ||||||
| E - | Dilution | n/a | ||||||
| F - | Expenses of the issue | n/a |
Item 10. Additional Information
| | | | | | | | | | | | | A - Share capital | | | | | n/a | | | | | | | | | | | | | | | B - | | Memorandum and articles of association | | | 254 | | | | | | | | | | | | | | | C - | | Material contracts | | | 41 | | | | | | | | | | | | | | | D - | | Exchange controls | | | 256 | | | | | | | | | | | | | | | E - | | Taxation | | | 251 | | | | | | | | | | | | | | | F - | | Dividends and paying agents | | | n/a | | | | | | | | | | | | | | | G - | | Statements by experts | | | n/a | | | | | | | | | | | | | | | H - | | Documents on display | | | 256 | | | | | | | | | | | | | | | I - | | Subsidiary information | | | n/a | | | Item 11. | | Quantitative and Qualitative Disclosures about Market Risk | | | | | 68 | |
Item 12. Description of Securities Other than Equity Securities
| | | | | | | | | | | | | A - | | Debt securities | | | n/a | | | | | | | | | | | | | | | B - | | Warrants and rights | | | n/a | | | | | | | | | | | | | | | C - | | Other securities | | | n/a | | | | | | | | | | | | | | | D - | | American depositary shares | | | 250 | | | | | | | | | | | | | PART II | | | | | | | | |
Item 13. Defaults, Dividend Arrearages and Delinquencies None
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds None
| Item 15. | | Controls and Procedures | | | | | 111 | | | Item 16A. | | Audit Committee Financial Expert | | | | | 97 | | | Item 16B. | | Code of Ethics | | | | | 112 | | | Item 16C. | | Principal Accountant Fees and Services | | | | | 256 | | | Item 16D. | | Exemptions from the Listing Standards for Audit Committees | | | | | n/a | | | Item 16E. | | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | | | | | 248 | | | Item 16F. | | Change in Registrant’s Certifying Accountant | | | | | None | | | Item 16G. | | Corporate Governance | | | | | 100 | | | Item 16H. | | Mine Safety Disclosures | | | | | 38 | | | | | | | | | | | | | PART III | | | | | | | | |
Item 17. Financial Statements n/a
| Item 18. | | Financial Statements | | | | | 153 | | | Item 19. | | Exhibits | | | | | 257 | |
| 1 |
Table of Contents
CRH Annual Report on Form 20-F | 2015
| Our business CRH creates value by maintaining a balanced portfolio. Our product mix spans the breadth of building materials demand and sectoral end-use, thereby minimising exposure to any one single demand driver. In addition, the Group offsets cyclical economic risk by maintaining a geographically diversified portfolio across its key regions of North America and Europe, as well as in the emerging regions of Asia and South America. |
| Heavyside Materials | ||||
 | • Aggregates – crushed stone • Cement – primary binding agent • Asphalt – road and highway surfaces • Readymixed Concrete – pourable pre-mixed, aggregates, cement and water based compound • Precast Concrete – structural floors, beams, vaults • Architectural Concrete – blocks, bricks, pavers | |||
| Lightside Products | ||||
 | • Glass & Glazing Systems – engineered products for external and internal use • Construction Accessories – engineered fixing, connecting and anchoring solutions • Shutters & Awnings – solar shading, terrace roof and window protection solutions • Fencing & Security – outdoor security and protection systems • Cubis – composite access chambers | |||
| Building Materials Distribution | ||||
 | • Builders Merchants – channel for distribution of building materials to the professional contractor • SHAP – specialist distribution of sanitary, heating and plumbing products • DIY – providing decorative and home improvement products to the consumer |
| 2 |
Table of Contents
CRH Annual Report on Form 20-F | 2015
| CRH at a glance CRH plc is a leading global diversified building materials group, employing 89,000 people at over 3,900 operating locations in 31 countries worldwide. CRH is a top two building materials company globally and the largest in North America. The Group has leadership positions in Europe as well as established strategic positions in the emerging economic regions of Asia and South America. CRH is committed to improving the built environment through the delivery of superior materials and products for the construction and maintenance of infrastructure, residential and commercial projects. A Fortune 500 company, CRH is listed in London and Dublin and is a constituent member of the FTSE100 and the ISEQ 20 indices. CRH’s American Depositary Shares are listed on the New York Stock Exchange. CRH’s market capitalisation at 31 December 2015 was approximately €22 billion. | ||
| Our vision: To be the leading building materials business in the world | ||
| 2015 Performance highlights |
 | €23.6 billion | | €1.0 billion | |||||
| Sales | Profit Before Tax | |||||||
| €2.2 billion | | 89.1 cent | |||||
| EBITDA (as defined)* | Earnings Per Share | |||||||
| €1.3 billion |  | 62.5 cent | |||||
| Operating Profit | Dividend Per Share | |||||||
| * Defined as earnings before interest, taxes, depreciation, amortisation, asset impairment charges, profit on disposals and the Group’s share of equity accounted investments’ result after tax. |
| 3 |
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| 4 |
Table of Contents
CRH Annual Report on Form 20-F | 2015
Chairman’s Introduction
Dear Shareholder,
2015 was a very significant year for CRH, with a strong performance in our heritage businesses, continued progress in our portfolio review, total disposal proceeds in the year of circa €1 billion and the completion of two strategically important acquisitions. The Board is recommending a final dividend of 44c per share, which, if approved at the 2016 Annual General Meeting, will maintain the full year dividend at 62.5c per share.
On behalf of the Board, I would like to acknowledge the support from shareholders for the acquisition of assets from Lafarge S.A. and Holcim Limited (the ‘LH Assets’) in a €6.5 billion deal. In early February 2015, we completed a placing of 74 million shares which raised €1.6 billion as part of the financing of this transaction. Also in March, shareholders approved the acquisition at an Extraordinary General Meeting, with a very positive level of support (99.999%) indicating shareholders’ views on the value and strategic importance of this acquisition for CRH. The transaction was slightly different in that we acquired a portfolio of assets across the globe from two companies, with no central head office or organisational structure. In order to mitigate the resulting challenges, the executive team developed a thorough integration plan, which I am pleased to report is well under way. Given the importance of the integration, a specific committee of the Board was set up to oversee the process and report on progress.
Also in 2015, we acquired C.R. Laurence (“CRL”) for a total consideration of $1.3 billion. CRL is North America’s leading manufacturer and distributor of custom hardware and installation products for the professional glazing industry. CRL provides CRH with an exceptional strategic fit for our BuildingEnvelope® business in the Americas and, over time, a scalable international growth platform.
In addition to the two large acquisitions referred to above, we completed 20 smaller “bolt-on” acquisitions and investments, bringing our total acquisition spend to approximately €8 billion.
Looking forward to 2016, the Board will be visiting a number of the newly acquired businesses. We will continue to maintain our strong focus on financial discipline and prudent financial management, and the Board is committed to restoring our debt metrics to normalised levels.
With employee numbers now at approximately 89,000, keeping our people safe is a strategic priority for the Group. The Board and executives throughout the Group maintain a relentless focus on improving our safety programmes. During a recent visit to our operations in Utah, the Board had a demonstration of one new innovative safety technology which increases the safety of our employees and contractors by alerting them to work zone intrusions by third party vehicles that can result in serious accidents and fatalities.
This time la
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