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 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. | ||
| 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 ** | 832,781,920 | |||
| 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.
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CRH Annual Report and Form 20-F | 2016
Contents
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 Policies | 125 | |||
| Acquisitions Committee | 68 | |||
| American Depositary Shares | 242 | |||
| Americas Distribution | 50 | |||
| Americas Materials | 42 | |||
| Americas Products | 46 | |||
| Annual General Meeting | 100 | |||
| Asia | 54 | |||
| Audit Committee | 64 | |||
| Auditors (Directors’ Report) | 99 | |||
| Auditor’s Remuneration (note 3) | 64, 141 | |||
| Auditor’s Report, Independent (US) | 118 | |||
| B | ||||
| Balance Sheet, Consolidated | 122 | |||
| Balanced Portfolio | 4 | |||
| Board Approval of Financial Statements (note 33) | 194 | |||
| Board Committees | 68 | |||
| Board Effectiveness | 67 | |||
| Board of Directors | 59 | |||
| Board Responsibilities | 68 | |||
| Business and Non-Current Asset Disposals (note 4) | 142 | |||
| Business Combinations (note 30) | 131, 188 | |||
| Business Model | 12 | |||
| Business Overview | 22 | |||
| Business Performance | 20 | |||
| C | ||||
| Capital and Financial Risk Management (note 21) | 165 | |||
| Cash and Cash Equivalents (note 22) | 133, 169 | |||
| Cash Flow, Operating | 15 |
| Cash Flow Statement, Consolidated | 124 | |||
| Chairman’s Introduction | 5 | |||
| Chief Executive’s Review | 8 | |||
| Communications with Shareholders | 71 | |||
| Company Secretary | 71 | |||
| Compliance and Ethics | 70 | |||
| Contractual Obligations | 216 | |||
| Corporate Governance Practices - NYSE | 230 | |||
| Corporate Governance Report | 62 | |||
| Cost Analysis (note 2) | 140 | |||
| CREST | 239 | |||
| 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 Capital | 92 | |||
| Directors’ Remuneration Report | 72 | |||
| Directors’ Report | 96 | |||
| Directors’ Share Options | 90 | |||
| Dividend Payments (Shareholder Information) | 96, 240 | |||
| Dividend per Share | 1 | |||
| 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 Exposure | 4 | |||
| Equity Accounted Investments’ Profit, Share of (note 9) | 148 | |||
| Europe Distribution | 38 | |||
| Europe Heavyside | 30 | |||
| Europe Lightside | 34 | |||
| Exchange Rates | 135 | |||
| Exhibits | 256 | |||
| F | ||||
| Finance Committee | 68 | |||
| Finance Costs and Finance Income (note 8) | 147 | |||
| Finance Director’s Review | 23 | |||
| Financial Assets (note 15) | 130, 157 | |||
| Financial Calendar | 247 | |||
| Financial Statements, Consolidated | 120 | |||
| Foreign Currency Translations | 107, 229 | |||
| Frequently Asked Questions | 247 | |||
| G | ||||
| Gender Diversity | 14, 69 | |||
| Gobal Business | 2 | |||
| Going Concern | 98 | |||
| Governance | 56 | |||
| Greenhouse Gas Emissions | 14 | |||
| Guarantees (note 23) | 170 | |||
| H | ||||
| Health & Safety | 17 |
| 258 |
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CRH Annual Report and Form 20-F | 2016
| I | ||
| Income Statement, Consolidated | 120 | |
| Income Tax Expense (note 10) | 148 | |
| Intangible Assets (note 14) | 132, 153 | |
| Inventories (note 16) | 132, 158 | |
| Investor Relations Activities | 71 | |
| K | ||
| Key Components of 2016 Performance | 23 | |
| KPIs, Financial | 15 | |
| KPIs, Non-Financial | 14 | |
| L | ||
| Leases, Commitments Under Operating and Finance (note 28) | 126, 132, 185 |
| Listing Rule 9.8.4C | 96 | |
| Loans and Borrowings, Interest- Bearing (note 23) | 133, 169 | |
| M | ||
| Measuring Performance | 14 | |
| Memorandum and Articles of Association | 71, 245 | |
| N | ||
| Nomination and Corporate Governance Committee | 67 | |
| Non-controlling Interests (note 31) | 193 | |
| Non-GAAP Performance Measures | 213 | |
| Notes on Consolidated Financial Statements | 136 | |
| 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 Investments | 255 | |
| Principal Risks and Uncertainties | 102 | |
| Principal Subsidiary Undertakings | 250 | |
| Profit on Disposals (note 4) | 142 | |
| Property, Plant and Equipment (note 13) | 129, 152 | |
| Property, Plants and Equipment | 217 | |
| Provisions for Liabilities (note 25) | 128, 173 | |
| Proxy Voting, Electronic | 247 | |
| R | ||
| Registrars | 247 | |
| Regulatory Information | 97 | |
| Related Party Transactions (note 32) | 194 | |
| Remuneration Committee | 75 | |
| Reserves | 218 | |
| Retirement Benefit Obligations (note 27) | 127, 176 | |
| Return on Net Assets (RONA) | 15 | |
| Risk Governance | 18 | |
| Risk Management and Internal Control | 98, 230 | |
| Risk Factors | 220 | |
| S | ||
| Sector Exposure and End-Use | ||
| - Americas Distribution | 50 | |
| - Americas Materials | 42 | |
| - Americas Products | 46 | |
| - Asia | 54 | |
| - Europe Distribution | 38 | |
| - Europe Heavyside | 30 | |
| - Europe Lightside | 34 | |
| Segment Information (note 1) | 130, 136 | |
| Selected Financial Data | 212 |
| Senior Independent Director | 60 | |
| Share-based Payments (note 7) | 131, 144 | |
| Share Capital and Reserves (note 29) | 134, 185 | |
| Share Options | ||
| - Directors | 90 | |
| - Employees (note 7) | 144 | |
| Share Price Data | 238 | |
| Shareholder Communication | 71 | |
| Shareholdings as at 31 December 2016 | 70, 239 | |
| Statement of Changes in Equity, Consolidated | 123 | |
| Statement of Comprehensive Income, Consolidated | 121 | |
| Stock Exchange Listings | 70, 238 | |
| Strategy | 10 | |
| Substantial Holdings | 70 | |
| Supplemental Guarantor Information (note 34) | 195 | |
| Sustainability | 16 | |
| 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 Materials | 43 | |
| - Americas Products | 47 | |
| - Europe Heavyside | 31 | |
| - Asia | 54 | |
| W | ||
| Website | 71, 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
| 260 |
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| 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. |
