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CRHCRH plc

Materials · Cement · NYSE

CRH is the leading provider of building materials critical to modernizing infrastructure. 10-K, Item 1

Employees
83,032
Headquarters
Dublin 16, L2
CEO
Denis James Mintern
Next results
around Feb 17, 2027
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No new paragraphs in Risk Factors, or fewer than two 10-Ks to compare.

New in the latest 10-Q

17 paragraphs in the 10-Q filed Oct 29, 2026 with nothing like them in the 10-Q filed Jul 30, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.

Financial statements and notes

On October 23, 2026, CRH completed its acquisition of Arcosa, a leading U.S. provider of aggregates and critical infrastructure products. Under the terms of the merger agreement, Arcosa stockholders received $ 150.00 per share in cash, for a total enterprise value of approximately $ 8.5 billion. CRH financed the transaction with proceeds from borrowings under the Bridge and Term Loan Facilities and cash on hand.

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(i) Represents expenses associated with the non-routine substantial acquisition of Arcosa which were incurred during the third quarter of 2026. The comparative periods presented include expenses related to the acquisition of Eco Material Technologies, a leading supplier of cementitious materials headquartered in Utah, United States.

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For the nine months ended September 30, 2026, the total impairment loss of $ 226 million principally relates to the $ 178 million goodwill impairment of the Philippines reporting unit, driven by challenging market conditions which had an impact on growth prospects. The assumptions underlying the calculation of its estimated future cash flows resulted in a present value (using a real pre-tax discount rate of 8.2 %) of $ 699 million and a related goodwill impairment of $ 178 million. There were no goodwill impairment losses recorded during the nine months ended September 30, 2025.

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During the three months ended September 30, 2026, the Company entered into rate lock agreements to hedge variability in future cash interest payments attributable to changes in benchmark interest rates associated with anticipated debt issuances in connection with the Arcosa Acquisition. The rate locks were designated as cash flow hedges. As of September 30, 2026, the aggregate fair value of these contracts was immaterial.

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In October 2026, the Company entered into additional rate locks in connection with anticipated debt issuances for the Arcosa Acquisition. The additional rate locks were also designated as cash flow hedges.

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Three months ended Nine months ended September 30 September 30 in $ millions, except share and per share data 2026 2025 2026 2025 ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Numerator Net income 1,184 1,519 2,515 2,753 Net (income) attributable to redeemable noncontrolling interests (9) (10) (19) (18) Net loss (income) attributable to noncontrolling interests 70 (6) 59 (7) Adjustment of redeemable noncontrolling interests to redemption value (7) (7) (21) (20) Net income attributable to CRH for EPS - basic and diluted 1,238 1,496 2,534 2,708 Denominator Weighted average common shares outstanding - basic (i) 665.2 672.3 667.0 674.4 Effect of dilutive employee share awards (ii) 1.7 3.2 2.2 3.8 Weighted average common shares outstanding - diluted 666.9 675.5 669.2 678.2 Earnings per share attributable to CRH Basic $1.86 $2.23 $3.80 $4.02 Diluted $1.86 $2.21 $3.79 $3.99

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During the third quarter of 2026, CRH launched Velocity, a transformation initiative focused on delivering an enhanced scalable operating model that will support ongoing strategy execution. Velocity will underpin growth objectives while enhancing operational efficiency thereby delivering a structurally higher margin business. The program will simplify organizational structures and processes, optimize process technology, the use of Artificial Intelligence and data, supporting accelerated decision-making and deployment of best practices.

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The two-year program is expected to result in total non-routine costs of approximately $ 400 million including costs associated with process redesign, technology implementation and organizational optimization. Since inception of the program through to the end of the third quarter 2026, CRH has recognized non-routine transformation-related program costs of $ 49 million.

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On October 23, 2026, CRH completed its acquisition of Arcosa, a leading U.S. provider of aggregates and critical infrastructure products. Under the terms of the merger agreement, Arcosa stockholders received $ 150.00 per share in cash, for a total enterprise value of approximately $ 8.5 billion. CRH financed the transaction with proceeds from borrowings under the Bridge and Term Loan Facilities and cash on hand.

Read in the 10-Q ↗

On October 23, 2026, CRH completed its acquisition of Arcosa, a leading U.S. provider of aggregates and critical infrastructure products. Under the terms of the merger agreement, Arcosa stockholders received $150.00 per share in cash, for a total enterprise value of approximately $8.5 billion. CRH financed the transaction with proceeds from borrowings under the Bridge and Term Loan Facilities and cash on hand. The completed acquisition advances the Company’s connected portfolio.

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During the third quarter of 2026, CRH launched Velocity, a transformation initiative focused on delivering an enhanced scalable operating model that will support ongoing strategy execution. Velocity will underpin growth objectives while enhancing operational efficiency thereby delivering a structurally higher margin business. The program will simplify organizational structures and processes, optimize process technology, the use of Artificial Intelligence and data, supporting accelerated decision-making and deployment of best practices.

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By end of 2028, the two-year program is expected to deliver annual run-rate benefits of approximately $400 million. Velocity is expected to result in total non-routine costs of approximately $400 million including costs associated with process redesign, technology implementation and organizational optimization. Since inception of the program through to the end of the third quarter 2026, CRH has recognized non-routine transformation-related program costs of $49 million.

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Three months ended Nine months ended September 30 September 30 in $ millions 2026 2025 2026 2025 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Net income 1,184 1,519 2,515 2,753 Loss (income) from equity method investments (i) 41 (26) 43 (17) Income tax expense 494 428 1,100 795 (Gain) loss on divestitures and investments (ii) (3) (4) (263) 38 Pension income excluding current service cost component (ii) (4) (5) (22) (14) Other interest, net (ii) (3) (3) (3) (7) Interest income (22) (37) (65) (104) Interest expense 209 209 632 590 Depreciation, depletion, and amortization 555 561 1,679 1,566 Loss on impairments (i) 178 40 226 40 Substantial acquisition and integration-related costs (iii) 4 13 4 13 Transformation-related costs (iv) 49 – 49 – Adjusted EBITDA 2,682 2,695 5,895 5,653 Total revenues 11,396 11,069 29,543 28,031 Net income margin 10.4% 13.7% 8.5% 9.8% Adjusted EBITDA margin 23.5% 24.3% 20.0% 20.2% (i) For the nine months ended September 30, 2026, the total impairment loss including tax impact comprised of $282 million, principally related to a goodwill impairment recorded within Philippines reporting unit within International Solutions, and the equity method investment in China. (ii) (Gain) loss on divestitures and investments, pension income excluding current service cost component and other interest, net have been included in Other nonoperating income (expense), net in the Condensed Consolidated Statements of Income. (iii) Represents expenses associated with non-routine substantial acquisitions, which meet the criteria for being separately reported in Note 4 “Acquisitions” of the unaudited financial statements, as well as other acquisition and integration costs of an extraordinary nature. Expenses in Q3 2026 and Q3 2025 primarily include legal, consulting and tax expenses related to these acquisitions. (iv) Represents non-routine transformation-related costs associated with the implementation of Velocity.

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We determine the carrying value of each reporting unit by assigning assets and liabilities, including goodwill, to those reporting units as of the measurement date. We estimate the fair values using a discounted cash flow model which requires management to make significant estimates and judgments regarding the future cash flows expected to be generated by reporting units to which goodwill has been allocated. The cash flow forecasts are primarily based on a five-year strategic plan document formally approved by the Board of Directors. In assessing the fair value, cash flow forecasts are extrapolated using long-term growth rates to determine the basis for an annuity-based terminal value. These net cash flow forecasts reflect volume, price and cost assumptions in addition to other cash flow movements. Adjusted EBITDA margin* is deemed an appropriate measure for assessing the estimation uncertainty associated with price and cost assumptions. Future cash flows, including the terminal value, are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the future cash flow estimates have not been adjusted. The estimates of future cash flows exclude cash inflows or outflows attributable to financing activities and income tax. Management periodically evaluates and updates the estimates based on the conditions which influence these variables.

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The results of the Company’s third quarter impairment assessment indicated that a triggering event had occurred due to reduced future growth prospects for the Philippines reporting unit. An interim goodwill impairment test was performed. As in prior years, the terminal value is based on a 30-year annuity. Projected cash flows beyond the initial evaluation period are then extrapolated using real growth rates of 3.0% per annum. Such real growth rates do not exceed the long-term average annual growth rates for the countries in which the reporting unit operates. The fair value represents the present value of the future cash flows, including the terminal value, discounted at a rate appropriate to each reporting unit.

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The results of the interim goodwill impairment test indicated that the carrying amount of the Philippines reporting unit within International Solutions exceeded its estimated fair value, resulting in a goodwill impairment loss of $178 million and a goodwill balance of $nil million. For additional information about goodwill impairment, see Note 7 "Goodwill" in Part I, Item 1. "Financial Statements".

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Legal proceedings

On October 29, 2026, the Company announced that its Board of Directors authorized a new share buyback program of up to $6 billion (the "New Program"), expiring at the end of 2030. No repurchases have been made under the New Program as of the date of this Quarterly Report.

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The 10-Q's risk factors against the 10-K

Item 1A of the 10-Q filed Oct 29, 2026 against Item 1A of the 10-K filed Feb 18, 2026. A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed. Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed, Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal (cut words struck through, new words highlighted and underlined). Text on the page, not a score; each links to the filing at sec.gov.

This 10-Q has no Item 1A (Risk Factors) text of its own, so there is nothing to compare. Many companies leave it out when their risks have not changed.

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