CRH 20-F 2016-12-31

Filed 2017-03-10. 18 sections, 999K characters. Original on sec.gov · Markdown · JSON

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20-F 1 d355203d20f.htm 20-F

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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, 2016

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 ClassName of Each Exchange On Which Registered
CRH plc
Ordinary Shares/Income Shares of €0.34 eachThe New York Stock Exchange*
American Depositary Shares, each representing the right to receive oneThe New York Stock Exchange
Ordinary Share
CRH America Inc.
8.125% Notes due 2018 guaranteed by CRH plcThe New York Stock Exchange
5.750% Notes due 2021 guaranteed by CRH plcThe 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 **832,781,920
5% Cumulative Preference Shares of €1.27 each50,000
7% ‘A’ Cumulative Preference Shares of €1.27 each872,000

–

**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 theOther ☐
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.

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LOGO

Table of Contents

CRH Annual Report and Form 20-F | 2016

Contents

Our Global Business2
Our Balanced Portfolio4
Chairman’s Introduction5
Strategy Review
Chief Executive’s Review8
Strategy10
Business Model12
Measuring Performance14
Sustainability16
Risk Governance18
Business Performance
Business Overview22
Finance Director’s Review23
Segmental Reviews28
Governance
Board of Directors59
Corporate Governance Report62
Directors’ Remuneration Report72
Directors’ Report96
Financial Statements
Independent Auditor’s Reports118
Consolidated Financial Statements120
Accounting Policies125
Notes on Consolidated Financial Statements136
Additional Information
Supplementary 20-F Disclosures210
Shareholder Information236
Other Information248
Cross Reference to Form 20-F Requirements257
Index258

This document constitutes the Annual Report and Financial Statements in accordance with Irish and UK requirements and the Annual Report on Form 20-F in accordance with the US Securities Exchange Act

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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 | | 212 | | | | B | | - Capitalisation and Indebtedness | | n/a | | | | C | | - Reasons for the Offer and Use of Proceeds | | n/a | | | | D | | - Risk Factors | | 220 |

Item 4. Information on the Company

| | | A | | - History and Development of the Company | | 2, 3, 25, 27, 234 | | | | B | | - Business Overview | | 22, 28 | | | | C | | - Organisational Structure | | 234 | | | | D | | - Property, Plants and Equipment | | 217 |

Item 5. Operating and Financial Review and Prospects

| | | A | | - Operating Results | | 8, 20, 213 | | | | B | | - Liquidity and Capital Resources | | 24, 25, 27, 216 | | | | C | | - Research and Development, Patent and Licences, etc. | | 235 | | | | D | | - Trend Information | | 9, 23 | | | | E | | - Off-Balance Sheet Arrangements | | 216 | | | | F | | - Tabular Disclosure of Contractual Obligations | | 216 | | | | G | | - Safe Harbor | | 97 |

Item 6. Directors, Senior Management and Employees

| | | A | | - Directors and Senior Management | | 59 | | | | B | | - Compensation | | 72 | | | | C | | - Board Practices | | 62 | | | | D | | - Employees | | 235 | | | | E | | - Share Ownership | | 92, 239 |

Item 7. Major Shareholders and Related Party Transactions

| | | A | | - Major Shareholders | | 70, 239 | | | | B | | - Related Party Transactions | | 194 | | | | C | | - Interests of Experts and Counsel | | n/a |

Item 8. Financial Information

| | | A | | - Consolidated Statements and Other | | 118-203 | | | | | | Financial Information | | | | | | | | - Legal Proceedings | | 235 | | | | | | - Dividends | | 240 | | | | B | | - Significant Changes | | 235 |

Item 9. The Offer and Listing

| | | A | | - Offer and Listing Details | | 238 | | | | B | | - Plan of Distribution | | n/a | | | | C | | - Markets | | 238 | | | | D | | - Selling Shareholders | | n/a | | | | E | | - Dilution | | n/a | | | | F | | - Expenses of the Issue | | n/a |

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Item 10. Additional Information

| | | A | | - Share Capital | | n/a | | | | B | | - Memorandum and Articles of Association | | 245 | | | | C | | - Material Contracts | | 234 | | | | D | | - Exchange Controls | | 247 | | | | E | | - Taxation | | 243 | | | | F | | - Dividends and Paying Agents | | n/a | | | | G | | - Statements by Experts | | n/a | | | | H | | - Documents on Display | | 247 | | | | I | | - Subsidiary Information | | 250 |

Item 11. Quantitative and Qualitative Disclosures about Market Risk 216

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 | | 242 | | | | | | | | | | 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 230

Item 16C. Principal Accountant Fees and Services 64, 71, 247

| Item 16D. | | Exemptions from the Listing Standards for Audit Committees | | | | n/a | | Item 16E. | | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | | | | 239 | | Item 16F. | | Change in Registrant’s Certifying Accountant | | | | None | | Item 16G. | | Corporate Governance | | | | 230 | | Item 16H. | | Mine Safety Disclosures | | | | 217 | | | | | | | | | | PART III | | | | | | | | | | | | | | |

Item 19. Exhibits 256

257
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CRH Annual Report and Form 20-F | 2016

Index

A
Accounting Policies125
Acquisitions Committee68
American Depositary Shares242
Americas Distribution50
Americas Materials42
Americas Products46
Annual General Meeting100
Asia54
Audit Committee64
Auditors (Directors’ Report)99
Auditor’s Remuneration (note 3)64, 141
Auditor’s Report, Independent (US)118
B
Balance Sheet, Consolidated122
Balanced Portfolio4
Board Approval of Financial Statements (note 33)194
Board Committees68
Board Effectiveness67
Board of Directors59
Board Responsibilities68
Business and Non-Current Asset Disposals (note 4)142
Business Combinations (note 30)131, 188
Business Model12
Business Overview22
Business Performance20
C
Capital and Financial Risk Management (note 21)165
Cash and Cash Equivalents (note 22)133, 169
Cash Flow, Operating15
Cash Flow Statement, Consolidated124
Chairman’s Introduction5
Chief Executive’s Review8
Communications with Shareholders71
Company Secretary71
Compliance and Ethics70
Contractual Obligations216
Corporate Governance Practices - NYSE230
Corporate Governance Report62
Cost Analysis (note 2)140
CREST239
D
Debt, Analysis of Net (note 20)162
Deferred Income Tax
- expense (note 10)129, 148
- assets and liabilities (note 26)129, 175
Depreciation
- cost analysis (note 2)140
- property, plant and equipment (note 13)129, 152
- segment analysis (note 1)137
Derivative Financial Instruments (note 24)133, 171
Directors’ Emoluments and Interests (note 6)143
Directors’ Interests in Share Capital92
Directors’ Remuneration Report72
Directors’ Report96
Directors’ Share Options90
Dividend Payments (Shareholder Information)96, 240
Dividend per Share1
Dividends (note 11)134, 150
E
Earnings per Ordinary Share (note 12)151
Employees, Average Number (note 5)143
Employment Costs (note 5)143
End-use Exposure4
Equity Accounted Investments’ Profit, Share of (note 9)148
Europe Distribution38
Europe Heavyside30
Europe Lightside34
Exchange Rates135
Exhibits256
F
Finance Committee68
Finance Costs and Finance Income (note 8)147
Finance Director’s Review23
Financial Assets (note 15)130, 157
Financial Calendar247
Financial Statements, Consolidated120
Foreign Currency Translations107, 229
Frequently Asked Questions247
G
Gender Diversity14, 69
Gobal Business2
Going Concern98
Governance56
Greenhouse Gas Emissions14
Guarantees (note 23)170
H
Health & Safety17
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CRH Annual Report and Form 20-F | 2016

I
Income Statement, Consolidated120
Income Tax Expense (note 10)148
Intangible Assets (note 14)132, 153
Inventories (note 16)132, 158
Investor Relations Activities71
K
Key Components of 2016 Performance23
KPIs, Financial15
KPIs, Non-Financial14
L
Leases, Commitments Under Operating and Finance (note 28)126, 132, 185
Listing Rule 9.8.4C96
Loans and Borrowings, Interest- Bearing (note 23)133, 169
M
Measuring Performance14
Memorandum and Articles of Association71, 245
N
Nomination and Corporate Governance Committee67
Non-controlling Interests (note 31)193
Non-GAAP Performance Measures213
Notes on Consolidated Financial Statements136
O
Operating Costs (note 2)140
Operating Leases (note 28)132, 185
Operating Profit Disclosures (note 3)141
P
Pensions, Retirement Benefit Obligations (note 27)127, 176
Principal Equity Accounted Investments255
Principal Risks and Uncertainties102
Principal Subsidiary Undertakings250
Profit on Disposals (note 4)142
Property, Plant and Equipment (note 13)129, 152
Property, Plants and Equipment217
Provisions for Liabilities (note 25)128, 173
Proxy Voting, Electronic247
R
Registrars247
Regulatory Information97
Related Party Transactions (note 32)194
Remuneration Committee75
Reserves218
Retirement Benefit Obligations (note 27)127, 176
Return on Net Assets (RONA)15
Risk Governance18
Risk Management and Internal Control98, 230
Risk Factors220
S
Sector Exposure and End-Use
- Americas Distribution50
- Americas Materials42
- Americas Products46
- Asia54
- Europe Distribution38
- Europe Heavyside30
- Europe Lightside34
Segment Information (note 1)130, 136
Selected Financial Data212
Senior Independent Director60
Share-based Payments (note 7)131, 144
Share Capital and Reserves (note 29)134, 185
Share Options
- Directors90
- Employees (note 7)144
Share Price Data238
Shareholder Communication71
Shareholdings as at 31 December 201670, 239
Statement of Changes in Equity, Consolidated123
Statement of Comprehensive Income, Consolidated121
Stock Exchange Listings70, 238
Strategy10
Substantial Holdings70
Supplemental Guarantor Information (note 34)195
Sustainability16
T
Total Shareholder Return (TSR)12, 15
Trade and Other Payables (note 18)160
Trade and Other Receivables (note 17)133, 158
V
Volumes, Annualised Production
- Americas Materials43
- Americas Products47
- Europe Heavyside31
- Asia54
W
Website71, 247
Working Capital and Provisions for Liabilities, Movement in (note 19)161
259
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CRH Annual Report and Form 20-F | 2016

Signatures

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this Annual Report on its behalf.

CRH public limited company
(Registrant)
By:/s/ S. Murphy
Senan Murphy
Finance Director

Dated: 10 March 2017

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LOGO

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LOGO
CRH plc Belgard Castle Clondalkin Dublin 22 D22 AV61 Ireland Telephone: +353 1 404 1000 E-mail: mail@crh.com Website: www.crh.com Registered Office 42 Fitzwilliam Square Dublin 2 D02 R279 Ireland Telephone: +353 1 634 4340 Fax: +353 1 676 5013 E-mail: crh42@crh.com CRH® is a registered trade mark of CRH plc.Cover image: Car park at Bispebjerg Hospital, Copenhagen, Denmark, built from prefabricated concrete supplied by CRH business, Betonelement. Using 22,000m3 of slabs and panels, in addition to 900 tonnes of beams, columns and stairs, the Betonelement solution enabled project completion three months ahead of schedule.