What changed in this filing

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Item 1A. Risk Factors

2025-02-26 compared with 2024-02-29 · 28 added, 30 removed, 259 unchanged (18% of the section changed)

16 unchanged sentences

CRH’s financial performance may be adversely impacted by reductions or delays in government infrastructure spending.

A significant percentage of the Company’s products and/or services, particularly in the United States, is consumed by public infrastructure projects, including the construction of highways, bridges and public utilities.

A significant percentage of the Company’s products and/or services is consumed by public infrastructure projects, including the construction of highways and bridges.

Accordingly, demand for our products may be impacted by adverse changes in public policy, as well as the financial resources and investment strategy of government bodies in our markets.

The allocation of government funding for public infrastructure programs is a key driver for our markets, such as the infrastructure and utilities elements of the IIJA in the United States, and large European infrastructure initiatives.

The allocation of government funding for public infrastructure programs is a key driver for our markets, such as the infrastructure elements of the Infrastructure Investment and Jobs Act (IIJA) in the United States, and large European infrastructure initiatives.

However, government budget deficits might reduce government infrastructure investment and reduce demand for the Company’s products.

2 unchanged sentences

Adverse public policy, economic, social and political situations in any country in which the Company operates could lead to a number of risks including health and safety risks for the Company's people, a fall in demand for the Company’s products, business interruption, restrictions on repatriation of earnings and/or a loss of plant access.

CRH primarily operates across North America and Europe.

CRH primarily operates across North America, Europe and Australia.

The economies of these countries in which we operate are broadly stable.

25 unchanged sentences

People Management

CRH may not achieve its strategic objectives if it is not successful in attracting, engaging, retaining and developing employees with the required skill sets, planning for leadership succession, developing a diverse and inclusive workforce, and building constructive relationships with collective representation groups.

CRH may not achieve its strategic objectives if it is not successful in attracting, engaging, retaining and developing employees with the required skill sets, planning for leadership succession, developing an engaged and inclusive workforce, and building constructive relationships with collective representation groups.

The identification and subsequent assessment, management, development and deployment of talented individuals is of major importance in continuing to deliver on the Company’s strategy and in ensuring that succession planning objectives for key executive roles throughout its international operations are satisfied.

As well as ensuring the Company identifies, hires, integrates, engages, develops and promotes talent, the Company must attract and retain a diverse workforce and maintain an inclusive working environment.

Our ability to achieve these objectives depends on population demographics in our local markets, the availability of a pool of workers with the required training and skills, and the attractiveness of our employer value proposition compared with competing employers.

As well as ensuring the Company identifies, hires, integrates, engages, develops and promotes talent, the Company must attract and retain a broad workforce representing diversity of thought and perspective and maintain an inclusive working environment.

Our ability to achieve these objectives depends on the availability of a pool of workers with the required training and skills, and the attractiveness of our employer value proposition compared with competing employers.

The Company operates in a labor-intensive industry and can face frontline labor shortages that impact its ability to produce goods, operate facilities and install products.

16 unchanged sentences

The failure to plan adequately for current and future extraction and utilization or to ensure ongoing compliance with requirements of issuing authorities could lead to operational disruptions and negatively affect our long-term financial results.

For additional information on the Company’s reserve position, see pages 19 to 23.

For additional information on the Company’s reserves position, see pages 22 to 26.

Climate Change and Policy

12 unchanged sentences

• Technology:

The Company has publicly set itself carbon emission reduction goals and ambitions, the delivery of which may depend on the rapid advancement of technologies, such as Carbon Capture, Usage and Storage (CCUS), that are still in early prototype or development phases.

The Company has publicly set itself carbon emission reduction goals and ambitions, the delivery of which may depend on the rapid advancement of technologies, such as CCUS, that are still in early prototype or development phases.

If our assumptions as to technology development timelines and/or our ability to economically access them prove inaccurate, we may be unable to deliver our emissions targets .

15 unchanged sentences

CRH’s venture capital unit may fail to achieve expected commercial success and financial returns, and CRH may lose all or part of its investments in early-stage companies.

CRH, through its $250 million CRH Ventures fund, makes investments in early stage ventures focused on construction, sustainability and digitalization technology whose products and services may offer us future competitive advantage.

CRH, through its $250 million Venturing and Innovation Fund, makes investments in early stage ventures focused on construction, sustainability and digitalization technology whose products and services may offer us future competitive advantage.

Investing in early-stage businesses and/or technologies presents inherent risks, with the potential that we may lose all or part of our investment if they fail to achieve anticipated strategic, technological and financial returns.

32 unchanged sentences

It is possible we could experience periodic disruption to equipment availability for a variety of reasons, including accidents, mechanical failures, fires/explosions and extreme weather conditions.

In addition to damaging equipment, extreme weather events could also disrupt operations through delaying project start dates, extending product curing times, and/or disrupting utility infrastructure on which we depend including power and water networks.

In addition to damaging equipment, extreme weather events could also disrupt operations through delaying project start dates, extending product curing times, and/or disrupting infrastructure on which we depend including power and water networks.

In addition, the manual nature of some of our manufacturing processes and infrastructure projects, including highway construction and maintenance, creates a high level of dependency on our highly skilled workforce.

37 unchanged sentences

In addition, we are governed by the Irish Companies Act, which differs from laws generally applicable to U.S.

As an Irish incorporated company, with a listing on the NYSE and standard listing on the LSE, CRH must comply with a wide variety of local and international laws and regulations, including the Irish Companies Act, U.S.

As an Irish incorporated company, with a primary listing on the NYSE and an international secondary listing on the LSE, CRH must comply with a wide variety of local and international laws and regulations, including the Irish Companies Act, U.S.

securities laws and regulations, NYSE listing requirements, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, and other relevant legislation and regulation.

4 unchanged sentences

These estimated reserves are based on the facts and circumstances known to the Company at the time of estimation and subsequent reporting and subsequent developments related to these matters may affect our assessment and estimates.

In addition, we are incorporated under Irish law, which treats interested director and officer transactions and shareholder lawsuits differently than do laws generally applicable to U.S.

incorporated corporations and our shareholders may thus have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction of the United States.

In addition, we are incorporated under Irish law, which treats interested director and officer transactions and shareholder lawsuits differently than the laws generally applicable to U.S.-incorporated corporations and our shareholders may thus have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction of the United States.

As we are an Irish company, the duties of our directors and officers are generally owed to CRH plc.

6 unchanged sentences

Interest rate and leverage risks

As at December 31, 2023, the Company had outstanding gross indebtedness, including overdrafts, finance lease liabilities and the impact of derivatives, of approximately $11.8 billion, compared to $9.8 billion in 2022, and cash and cash equivalents of approximately $6.4 billion, compared to $5.9 billion in 2022.

The Company uses interest rate swaps to convert a portion of its fixed rate debt to floating rate.

As at December 31, 2024, the Company had outstanding gross indebtedness, including overdrafts, finance lease liabilities and the impact of derivatives, of approximately $14.3 billion, compared to $11.8 billion in 2023, and cash and cash equivalents and restricted cash of approximately $3.8 billion, compared to $6.4 billion in 2023.

The Company uses interest rate swaps to manage its interest rate profile.

While current leverage is low, acquisition activity could adversely impact operating and financial flexibility as well as financial position.

2 unchanged sentences

Foreign currency risks

If the Company’s reporting currency weakens relative to the basket of foreign currencies in which Net Debt* 5 is denominated (including the euro, Pound Sterling, Canadian Dollar, Philippine Peso, Polish Zloty, and Swiss Franc), the Net Debt* balance would increase;

If the Company’s reporting currency weakens relative to the basket of foreign currencies in which Net Debt* 5 is denominated (including the euro, Pound Sterling, Canadian Dollar, Australian Dollar, Philippine Peso, Polish Zloty, and Swiss Franc), the Net Debt* balance would increase;

the converse would apply if the Company’s reporting currency was to strengthen.

2 unchanged sentences

Insolvency of the financial institutions with which the Company conducts business or a downgrade in their credit ratings may lead to losses in the cash balances that the Company holds with such financial institutions or losses in derivative transactions that the Company has entered into with these parties and may render it more difficult for the Company to utilize existing debt capacity or otherwise obtain financing for operations.

The Company holds significant cash and cash equivalents on deposit and derivative transactions with a variety of highly rated financial institutions which at December 31, 2023, totaled $6.4 billion and $37 million, compared to $5.9 billion and $86 million, respectively, in 2022.

The Company holds significant cash and cash equivalents and restricted cash on deposit and derivative transactions with a variety of highly rated financial institutions which at December 31, 2024, totaled $3.8 billion and $27 million, compared to $6.4 billion and $37 million, respectively, in 2023.

In addition, certain of the Company’s activities give rise to significant amounts receivable from counterparties at the balance sheet date;

28 unchanged sentences

Foreign Currency Translation

A significant proportion of CRH’s revenues are in currencies other than its reporting currency, and adverse changes in exchange rates could negatively affect retained earnings.

A proportion of CRH’s revenues are in currencies other than its reporting currency, and adverse changes in exchange rates could negatively affect retained earnings.

The principal foreign exchange risks to which the Consolidated Financial Statements are exposed pertain to (i) adverse movements in reported results when translated into the reporting currency;

and (ii) declines in the reporting currency value of net investments which are denominated in a wide basket of currencies other than the reporting currency.

Given the geographic spread of the Company, a significant proportion of its revenues, expenses, assets and liabilities are denominated in currencies other than the Company’s reporting currency, including the euro, Pound Sterling, Canadian Dollar, Philippine Peso, Polish Zloty, and Swiss Franc.

From year to year, adverse changes in the exchange rates used to translate these and other foreign currencies into the reporting currency have impacted and will continue to impact consolidated results.

4 unchanged sentences

CRH may be required to write-down its goodwill, which could have an adverse impact on the Company’s retained earnings.

Significant under performance in any of the Company’s major reporting units or the divestiture of businesses in the future may give rise to a material write-down of goodwill.

Significant underperformance in any of the Company’s major reporting units or the divestiture of businesses in the future may give rise to a material write-down of goodwill.

While a non-cash item, a material write-down of goodwill could have a substantial impact on the Company’s retained earnings.

7 unchanged sentences

through the adoption of different methods of calculation), our reported financial results could be materially higher or lower.

We make accounting estimates in relation to a wide range of matters that are relevant to our business, such as impairment of long-lived assets, impairment of goodwill, pension and other postretirement benefits, tax matters and litigation, including self-insurance and environmental compliance costs.

We make accounting estimates in relation to a wide range of matters that are relevant to our business, such as impairment of long-lived assets, business combinations, impairment of goodwill, pension and other postretirement benefits, tax matters and litigation, including self-insurance and environmental compliance costs.

Any changes to accounting standards previously applied in the preparation of our audited Consolidated Financial Statements could affect future reported results compared with prior years, and/or see the revision of prior reporting where any retrospective application is required.

16 unchanged sentences

Relocation of Primary Listing

CRH faces a number of risks associated with the relocation of our primary listing.

On September 25, 2023, we relocated the primary listing of our ordinary shares from the LSE to the NYSE;

we have maintained a standard listing on the LSE and accordingly our ordinary shares are now listed on both exchanges.

As a result of the relocation of our primary listing CRH has ceased to be eligible for inclusion in certain UK and European equity indices.

However, we are currently ineligible for inclusion in certain U.S.

equity indices and we may not satisfy the criteria to become eligible for consideration for inclusion in United States equity indices, including the S&P 500.

Failure to become eligible for such inclusion may adversely affect the price and liquidity of our ordinary shares.

In addition, because we are currently a “foreign private issuer”, we are exempt from provisions of the Exchange Act applicable to United States domestic companies regulating the solicitation of proxies and consents in respect of CRH’s ordinary shares, and our officers, directors and major shareholders are also exempt from compliance with the short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

Because of these exemptions, our shareholders currently do not have the same protections and benefit from the same level of disclosure as shareholders of United States domestic companies, which may adversely affect the price and liquidity of our ordinary shares.

CRH faces risks associated with the relocation of our primary listing.

On September 25, 2023, CRH relocated the primary listing of its ordinary shares from the LSE to the NYSE.

The Company has an international secondary listing on the LSE and accordingly our ordinary shares are now listed on both exchanges.

As a result of the relocation of the primary listing CRH has ceased to be eligible for inclusion in certain UK and European equity indices.

Following the transition to the NYSE, CRH has been added to the MSCI USA Equity Index, the S&P TMI Index and the Russell 1000 Equity Index.

The Company aims to be included in other relevant equity indices for which it believes it is eligible, including the S&P 500 Index.

Inclusion is however at the discretion of the respective index providers.

There is a risk that the Company may not be admitted, which may adversely affect the price and liquidity of the ordinary shares.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors