The Directors submit their Report and Financial Statements for the year ended 31st December 2009.
Accounts and Dividends
Sales revenue for 2009 of €17.4 billion was 17% lower than 2008. Profit before tax amounted to €732 million, a decrease of €896 million (55%) on the previous year. After providing for tax, Group profit for the financial year amounted to €598 million (2008: €1,262 million). Basic earnings per share amounted to 88.3c compared with 210.2c (restated for the impact of the March 2009 Rights Issue) in the previous year, a reduction of 58%.
An interim dividend of 18.5c (2008: 18.48c, restated) per share was paid in October 2009. It is proposed to pay a final dividend of 44.0c per share on 10th May 2010 to shareholders registered at close of business on 12th March 2010. This gives a total dividend of 62.5c for the year, slightly ahead of the restated dividend of 62.2c for 2008. Shareholders will have the option of receiving new shares in lieu of cash dividends.
Other net expense recognised directly within comprehensive income in the year amounted to €130 million (2008: €402 million).
Some key financial performance indicators are set out in the Finance Review section. The financial statements for the year ended 31st December 2009 are set out in detail in the Consolidated Financial Statements section.
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Books and Records
The Directors are responsible for ensuring that proper books and accounting records, as outlined in Section 202 of the Companies Act, 1990, are kept by the Company. The Directors have appointed appropriate accounting personnel, including a professionally qualified Finance Director, in order to ensure that those requirements are met.
The books and accounting records of the Company are maintained at the principal executive offices located at Belgard Castle, Clondalkin, Dublin 22.
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Business Review
Development activity
Acquisition and investment spend in 2009 amounted to approximately €0.46 billion on a total of 17 transactions. This included the €224 million purchase of a 26% associate stake in Yatai Cement, the leading cement manufacturer in northeastern China. The remaining transactions comprised ten bolt-on acquisitions in the Americas Materials business, four investments in China and Poland by the Europe Materials Division and one acquisition in each of our two Distribution segments.
Results for 2009
Trading in the first half of 2009 proved extremely demanding with most markets impacted by weakening economic activity, not helped by the most severe weather for many years in both Europe and North America. Reported sales for the first half of 2009 declined by 15% (21% excluding acquisition and exchange translation effects), EBITDA fell 41% and operating profit and profit before tax were down 66% and 82% respectively.
While conditions in the second half of 2009 remained challenging, a robust performance by the Americas Materials Division combined with increasing benefits from cost reduction measures resulted in improvements in the rate of profit decline compared to the first half of the year. Second half sales fell by 19% (18% excluding acquisition and translation effects), while EBITDA declined by 26% with operating profit down 37% and profit before tax 39% lower than the second half of 2009.
Full year operating profit for the Group declined by 48% in 2009 to €955 million. In CRH’s European segments operating profit declined by €539 million to €510 million, a decrease of 51%. In the Americas, operating profit declined by €347 million (-44%) to €445 million; this decline is net of the positive €37 million exchange impact as a result of the stronger average US Dollar/euro in 2009, and in US Dollar terms operating profit declined 47%. Overall operating profit margin for the Group decreased to 5.5% (2008: 8.8%). Profit on disposal of non-current assets at €26 million was well below 2008 (€69 million). Comprehensive reviews of the development and financial and operating performance of the Group during 2009 are set out in the Chief Executive’s Review, the separate Operations Reviews for each of the Divisions in the Group Operations section and the Finance Review (including Key Financial Performance Indicators). The treasury policy and objectives of the Group are set out in Note 21 to the financial statements.
The Group is fully committed to operating ethically and responsibly in all aspects of our business relating to employees, customers, neighbours and other stakeholders. The Corporate Social Responsibility (CSR) Report available on the Group’s website, www.crh.com, sets out CRH’s policies and performance relating to the Environment and Climate Change, Health & Safety and Social & Community matters.
Future development
Management remains firmly concentrated on operational delivery and development activity continues to be focussed on acquisition opportunities that offer compelling value and exceptional strategic fit. The Group remains very well positioned to take advantage of further appropriate development prospects and we continue to pursue opportunities in CRH’s traditional rigorous and disciplined manner.
Events since financial year-end
No important events have occurred since the end of the financial year which would have a material effect on the Group’s results for the year ended 31st December 2009 or on its financial position at that date, or which would have a significant impact on the Group’s operations or outlook for 2010.
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Outlook 2010
We expect a difficult demand backdrop through much of 2010 with continuing declines in non-residential activity across our markets not helped by a poor start to the year as a result of prolonged severe weather in Europe and North America during January and February.
In Europe concerns remain relating to fiscal deficits in a number of countries, although some markets have proved resilient. In Poland, which has weathered the economic downturn better than many other European countries, our operations are well-placed to benefit from infrastructure-driven growth in 2010. In the United States, recent data releases on residential construction activity have been below expectations and the likely timing of recovery in US residential activity remains unclear. On infrastructure, the extension of the SAFETEA-LU Federal Highway funding programme is currently the subject of intense debate in the US Senate and House of Representatives with progress anticipated over the next 10 days. Recent euro-weakness and the relative strengthening of the Polish Zloty and US Dollar compared with 2009 will, if maintained, be beneficial in 2010.
The significant adjustments to our cost base achieved over the past three years and our ongoing restructuring measures, together with our substantial balance sheet capacity, have strengthened the Group operationally and position CRH well to respond to upside demand developments and to avail of value-enhancing acquisition opportunities as these arise across our markets.
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Principal Risks and Uncertainties
Under Irish Company law (Regulation 5(4)(c)(ii) of the Transparency (Directive 2004/109/EC) Regulations 2007), the Group is required to give a description of the principal risks and uncertainties which it faces. These principal risks are set out below:
- Current global economic conditions have negatively impacted and may continue to impact CRH’s business, results of operations and financial condition.
- CRH may suffer from decreased customer demand as a consequence of reduced construction activity.
- CRH’s business may be affected by the default of counterparties in respect of money owed to CRH.
- CRH operates in cyclical industries which are affected by factors beyond Group control such as the level of construction activity, fuel and raw material prices, which are in turn affected by the performance of national economies, the implementation of economic policies by sovereign governments and political developments.
- CRH pursues a strategy of growth through acquisitions. CRH may not be able to continue to grow as contemplated in its business plan if it is unable to identify attractive targets, raise funds on acceptable terms, complete such acquisition transactions and integrate the operations of the acquired businesses.
- CRH faces strong competition in its various markets, and if CRH fails to compete successfully, market share will decline.
- Existing products may be replaced by substitute products which CRH does not produce and, as a result, CRH may lose market share in the markets for these products.
- Severe weather can reduce construction activity and lead to a decrease in demand for Group products in areas affected by adverse weather conditions.
- CRH is subject to stringent and evolving environmental and health and safety laws, regulations and standards which could result in costs related to compliance and remediation efforts that may adversely affect Group results of operations and financial condition.
- CRH may be adversely affected by governmental regulations.
- Economic, political and local business risks associated with international revenue and operations could adversely affect CRH’s business.
- A write-down of goodwill could have a significant impact on the Group’s income and equity.
- CRH does not have a controlling interest in certain of the businesses in which it has invested and in the future may invest in businesses in which there will not be a controlling interest. In addition, CRH is subject to restrictions due to minority interests in certain of its subsidiaries.
- Financial institution failures may cause CRH to incur increased expenses or make it more difficult either to utilise CRH’s existing debt capacity or otherwise obtain financing for CRH’s operations or financing activities.
- A downgrade of CRH’s credit ratings may increase its costs of funding.
- CRH has incurred and will continue to incur debt, which could result in increased financing costs and could constrain CRH’s business activities.
- Many of CRH’s subsidiaries operate in currencies other than the euro, and adverse changes in foreign exchange rates relative to the euro could adversely affect Group reported earnings and cash flow.
- CRH is exposed to interest rate fluctuations.
The Group has long experience of coping with these risks while delivering superior performance and strong Total Shareholder Return.
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Report on Directors’ Remuneration
Resolution 3 to be proposed at the Annual General Meeting deals with the Report on Directors’ Remuneration, which the Board has decided to present to shareholders for the purposes of a non-binding advisory vote. This is in line with international best practice and the Directors believe that the resolution will afford shareholders an opportunity to have a ‘say on pay’.
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Board of Directors
Mr. T.V. Neill retires from the Board by rotation and does not seek re-election. Mr. U-H. Felcht and Mr. D.N. O’Connor retire from the Board by rotation and, being eligible, offer themselves for re-election.
The Board has decided that a non-executive Director who has previously served in an executive capacity will be subject to annual re-election. Accordingly, Mr. W.I. O’Mahony retires and, being eligible, offers himself for re-election.
Mr. J.W. Kennedy was appointed to the Board on 24th June 2009. In accordance with the provisions of Article 110, he retires and, being eligible, offers himself for re-election.
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Disapplication of Pre-emption Rights
A special resolution will be proposed at the Annual General Meeting to renew the Directors’ authority to disapply statutory pre-emption rights in relation to allotments of shares for cash. In respect of allotments other than for rights issues to ordinary shareholders and employees’ share schemes, the authority is limited to Ordinary/Income Shares (excluding Treasury Shares) having a nominal value of €11,868,000, representing 5% approximately of the issued Ordinary/Income share capital at 1st March 2010. This authority will expire on the earlier of the date of the Annual General Meeting in 2011 or 4th August 2011.
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Purchase of Own Shares
On 3rd January 2008, the Company announced the introduction of a share repurchase programme of up to 5% of the 547,227,194 Ordinary/Income Shares, with a nominal value of €0.32/€0.02 respectively, then in issue and the intention to hold the repurchased shares as Treasury Shares. Under the programme, the termination of which was announced in November 2008, 18,204,355 Ordinary/Income Shares were purchased, equivalent to 3.3% of the Ordinary Shares in issue at 31st December 2007, at an average price of €22.30 per share. During 2009, 3,864,805 (2008: 2,000,350) Treasury Shares were re-issued under the Group’s Share Schemes. As at 1st March 2010, 12,331,671 shares were held as Treasury Shares, equivalent to 1.77% of the Ordinary Shares in issue (excluding Treasury Shares).
Special resolutions will be proposed at the Annual General Meeting to renew the authority of the Company, or any of its subsidiaries, to purchase up to 10% of the Company’s Ordinary/Income Shares in issue at the date of the Annual General Meeting and in relation to the maximum and minimum prices at which Treasury Shares (effectively shares purchased and not cancelled) may be re-issued off-market by the Company. If granted, the authorities will expire on the earlier of the date of the Annual General Meeting in 2011 or 4th August 2011.
The minimum price which may be paid for shares purchased by the Company shall not be less than the nominal value of the shares and the maximum price will be 105% of the average market price of such shares over the preceding five days. As at 1st March 2010, options to subscribe for a total of 25,989,145 Ordinary/Income Shares are outstanding, representing 3.72% of the issued Ordinary/Income share capital (excluding Treasury Shares). If the authority to purchase Ordinary/Income Shares was used in full, the options would represent 4.14%.
The Directors do not have any current intention of exercising the power to purchase the Company’s own shares and will only do so if they consider it to be in the best interests of the Company and its shareholders.
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Notice Period for Extraordinary General Meetings
Resolution 9 to be proposed at the Annual General Meeting is a special resolution, which seeks shareholders’ approval to maintain the existing authority in the Articles of Association that permits the Company to convene an extraordinary general meeting on 14 clear days’ notice where the purpose of the meeting is to consider an ordinary resolution. If approved, it is the intention of the Directors only to utilise this authority where they consider it to be in the best interests of the Company and its shareholders.
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Articles of Association
Resolution 12 to be proposed at the Annual General Meeting is a special resolution and seeks shareholders’ approval for certain changes to the Articles of Association. The proposed amendments set out in paragraphs (a) to (f) of the resolution will update the Articles and also make them consistent with the Shareholder Rights (Directive 2007/36/EC) Regulations 2009 by:
- amending the definitions to reflect recent legislative changes;
- allowing for the convening of shareholder meetings to consider an ordinary resolution at 14 days’ notice provided that the Company offers shareholders the facility to vote electronically and provided that shareholders agree to this at a general meeting. Shareholders’ consent must be sought by way of a special resolution. Any consent given is valid only up to the date of the next annual general meeting and must, therefore, be renewed every year;
- requiring that, where a member wishes to table a draft resolution in respect of an extraordinary general meeting under Section 133(1)(b) of the Companies Act 1963, notice of the resolution shall be received by the Company in hardcopy form or in electronic form at least 14 days before the extraordinary general meeting to which it relates;
- removing the casting vote of the Chairman at general meetings of the Company;
- clarifying that shareholders need not vote all of their shares in the same way;
- allowing the Directors to implement procedures for voting electronically or by correspondence and for the real-time transmission of general meetings via the internet; and
- allowing for the fixing of a record date and time which shall determine the eligibility of shareholders to participate and vote at general meetings.
Paragraph (g) of Resolution 12 re-numbers the Articles of Association and all cross references therein to reflect the amendments provided for in paragraphs (a) to (f).
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Corporate Governance
Statements by the Directors in relation to the Company’s appliance of corporate governance principles, compliance with the provisions of the Combined Code on Corporate Governance (June 2008), the Group’s system of internal controls and the adoption of the going concern basis in the preparation of the financial statements are set out in the Corporate Governance Report section. For the purpose of Statutory Instrument 450/2009 European Communities (Directive 2006/46) Regulations 2009, the Corporate Governance report is deemed to be incorporated in this part of the Directors’ Report.
Details of the Company’s employee share schemes and capital structure can be found in Note 7 and Note 30 to the financial statements.
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Regulation 21 of SI 255/2006 EC (Takeover Directive) Regulations 2006
For the purpose of Regulation 21 of Statutory Instrument 255/2006 EC (Takeover Directive) Regulations 2006, the information on the Board of Directors, share option schemes, savings-related share option schemes and the Performance Share Plan in Note 7, share capital in Note 30 and the Report on Directors’ Remuneration are deemed to be incorporated in this part of the Directors’ Report.
The Company has certain banking facilities which may require repayment in the event that a change in control occurs with respect to the Company. In addition, the Company’s share option schemes and Performance Share Plan contain change of control provisions which can allow for the acceleration of the exercisability of share options and the vesting of share awards in the event that a change of control occurs with respect to the Company.
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SI 277/2007 Transparency (Directive 2004/109/EC) Regulations 2007
For the purpose of Statutory Instrument 277/2007 Transparency (Directive 2004/109/EC) Regulations 2007, the report on Corporate Social Responsibility as published on the CRH website is deemed to be incorporated in this part of the Directors’ Report, together with the following sections of the Annual Report: the Chairman’s Statement, the Operations Reviews, the Finance Review, the details of Earnings per Share, details of derivative financial instruments in Note 24, the details of the re-issue of Treasury Shares in Note 30 and details of employees in Note 6.
The Directors confirm that to the best of their knowledge, the annual report and the financial statements give a true and fair view of the assets, liabilities, financial position and the profit and loss of the Company and the undertakings included in the consolidation. It also includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation, taken as a whole, together with a description of the principal risks and uncertainties that they face.
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Subsidiary, Joint Venture and Associated Undertakings
The Group has over 1,100 subsidiary, joint venture and associated undertakings. The principal ones as at 31st December 2009 are listed in the Principal Subsidiary Undertakings and Principal Joint Venture and Associated Undertakings section.
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Auditors
The Auditors, Ernst & Young, Chartered Accountants, are willing to continue in office and a resolution authorising the Directors to fix their remuneration will be submitted to the Annual General Meeting.
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Annual General Meeting
Your attention is drawn to the letter to shareholders and the Notice of Meeting enclosed with this report, which set out details of additional matters to be considered at the Annual General Meeting.
On behalf of the Board,
K. McGowan, M. Lee,
Directors
1st March 2010