CRH 2017 20-F Annual Report

20-F 1 d353734d20f.htm 20-F

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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, 2017

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.

–

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.

–

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 X No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer X Accelerated filer ☐ Non-accelerated filer ☐ Emerging Growth Company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 Yes ☐ No X

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

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

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| | | | | | | | | | | A | | - Selected Financial Data | | 208 | | | | | | | | | | | | B | | - Capitalisation and Indebtedness | | n/a | | | | | | | | | | | | C | | - Reasons for the Offer and Use of Proceeds | | n/a | | | | | | | | | | | | D | | - Risk Factors | | 218 |

| | | | | | | | | | | A | | - History and Development of the Company | | 2, 3, 27, 29, 231 | | | | | | | | | | | | B | | - Business Overview | | 24, 30 | | | | | | | | | | | | C | | - Organisational Structure | | 231 | | | | | | | | | | | | D | | - Property, Plants and Equipment | | 215 |

| | | | | | | | | | | A | | - Operating Results | | 8, 22, 210 | | | | | | | | | | | | B | | - Liquidity and Capital Resources | | 26, 27, 29, 214 | | | | | | | | | | | | C | | - Research and Development, Patents and Licences, etc. | | 231 | | | | | | | | | | | | D | | - Trend Information | | 9, 25 | | | | | | | | | | | | E | | - Off-Balance Sheet Arrangements | | 214 | | | | | | | | | | | | F | | - Tabular Disclosure of Contractual Obligations | | 214 | | | | | | | | | | | | G | | - Safe Harbor | | 97 |

| | | | | | | | | | | A | | - Directors and Senior Management | | 59 | | | | | | | | | | | | B | | - Compensation | | 72 | | | | | | | | | | | | C | | - Board Practices | | 62 | | | | | | | | | | | | D | | - Employees | | 231 | | | | | | | | | | | | E | | - Share Ownership | | 90, 235 |

| | | | | | | | | | | A | | - Major Shareholders | | 70, 235 | | | | | | | | | | | | B | | - Related Party Transactions | | 190 | | | | | | | | | | | | C | | - Interests of Experts and Counsel | | n/a |

| | | | | | | | | | | A | | - Consolidated Statements and Other | | | | | | | | | | | | | | | | Financial Information | | 120-199 | | | | | | | | | | | | | | - Legal Proceedings | | 231 | | | | | | | | | | | | | | - Dividends | | 236 | | | | | | | | | | | | B | | - Significant Changes | | 231 |

| | | | | | | | | | | A | | - Offer and Listing Details | | 234 | | | | | | | | | | | | B | | - Plan of Distribution | | n/a | | | | | | | | | | | | C | | - Markets | | 234 | | | | | | | | | | | | D | | - Selling Shareholders | | n/a | | | | | | | | | | | | E | | - Dilution | | n/a | | | | | | | | | | | | F | | - Expenses of the Issue | | n/a |

| | | | | | | | | | | A | | - Share Capital | | n/a | | | | | | | | | | | | B | | - Memorandum and Articles of Association | | 241 | | | | | | | | | | | | C | | - Material Contracts | | None | | | | | | | | | | | | D | | - Exchange Controls | | 243 | | | | | | | | | | | | E | | - Taxation | | 239 | | | | | | | | | | | | F | | - Dividends and Paying Agents | | n/a | | | | | | | | | | | | G | | - Statements by Experts | | n/a | | | | | | | | | | | | H | | - Documents on Display | | 243 | | | | | | | | | | | | I | | - Subsidiary Information | | 246 |

| | | | | | | | | | | A | | - Debt Securities | | n/a | | | | | | | | | | | | B | | - Warrants and Rights | | n/a | | | | | | | | | | | | C | | - Other Securities | | n/a | | | | | | | | | | | | D | | - American Depositary Shares | | 238 | | | | | | | | | | PART II | | | | | | | | | | | | | | |

| Item 16D. | | Exemptions from the Listing Standards for Audit Committees | | | | n/a | | Item 16E. | | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | | | | 235 | | Item 16F. | | Change in Registrant’s Certifying Accountant | | | | None | | Item 16G. | | Corporate Governance | | | | 228 | | Item 16H. | | Mine Safety Disclosures | | | | 215 | | | | | | | | | | PART III | | | | | | | | | | | | | | |

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CRH Annual Report and Form 20-F | 2017

Index

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CRH Annual Report and Form 20-F | 2017

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CRH Annual Report and Form 20-F | 2017

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.

Dated: 9 March 2018

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CRH Annual Report and Form 20-F | 2017

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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: Fels’ Elbingerode Quarry in Saxony-Anhalt, Germany. CRH acquired Fels, a leading German lime and aggregates business, with nine production locations in Germany and one each in the Czech Republic and in the Moscow region of Russia, for €0.6 billion in 2017.