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The Company is from time to time a party to various legal proceedings that arise in the ordinary course of business. We do not believe any pending legal proceeding to which the Company is a party will have a material effect on our financial condition, results of operations or liquidity.
1A. Risk Factors
The following is an update to the risk factors set forth in our 2025 Form 10-K for the fiscal year ended December 31, 2025. Other than the following update, there have been no material changes with respect to the risk factors disclosed in 'Item 1A. Risk Factors' of our 2025 Form 10-K.
Portfolio Management
CRH engages in acquisition and divestiture activity as part of active portfolio management, and this portfolio management activity presents risks around due diligence, execution, and integration of assets. Additionally, the Company may be liable for liabilities of companies it has acquired or divested. Failure to efficiently identify and execute deals may limit the Company’s growth potential and impact financial performance.
The Company’s acquisition strategy depends on successfully identifying and acquiring suitable assets at prices that satisfy our stringent cash flow and return on investment criteria. The Company may not be able to identify such companies, and, even if identified, may not be able to acquire them because of a variety of factors including the outcome of due diligence processes, the ability to raise required funds on acceptable terms, regulatory approvals (including in certain instances from competition authorities) and competition for transactions from peers and other entities acquiring companies in the building materials sector. In addition, situations may arise where the Company may be liable for the past acts, omissions or liabilities of acquired companies, or may remain liable in cases of divestiture (including for potential environmental liabilities or potential ongoing information technology (IT) support).
In addition, the Company’s ability to realize the expected benefits from acquisitions depends in part on its ability to integrate newly-acquired businesses. If the Company fails to integrate acquisitions, it may not achieve expected growth synergies or financial, operating or other benefits, and it may incur write-downs, impairment charges or unforeseen liabilities that could negatively affect its operating results or financial position or could otherwise harm its business. Further, integrating an acquired business, products, or technology, or remediating post-acquisition underperformance and associated operational challenges, could divert management time and resources from other matters.
The Company may also, from time to time, enter into larger-scale transactions. For example, on June 22, 2026, the Company announced entry into a definitive agreement to acquire Arcosa, which is subject to the approval of Arcosa’s stockholders, regulatory approvals and other customary closing conditions. Transactions such as the Arcosa Acquisition are subject to additional risks and uncertainties and may be subject to increased legal and regulatory scrutiny, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. These larger-scale transactions may also involve increased transaction costs and indebtedness, structural or behavioral remedies that may be imposed as a condition to obtaining antitrust or other regulatory approvals and certain termination fees, including, in the case of the Arcosa Acquisition a termination fee equal to 5% of the aggregate merger consideration payable to Arcosa if the Company fails to obtain antitrust or other required regulatory clearances. The completion of these transactions (including the Arcosa Acquisition) is not assured, and the Company may experience negative reactions, including negative impacts on the market price of ordinary shares, if the transactions are not completed.
Separately, the Company may decide to use its ordinary shares to complete an acquisition and/or make strategic investments in other companies, which may dilute the ownership interests of existing shareholders and adversely impact the price of our shares.
Financial Instruments
CRH uses financial instruments throughout its businesses giving rise to interest rate and leverage, foreign currency, counterparty, credit rating, and liquidity risks. A downgrade of the Company’s credit ratings may give rise to increases in future funding costs and may impair the Company’s ability to raise funds on acceptable terms. In addition, insolvency of the financial institutions with which the Company conducts business may adversely impact the Company’s financial position.
Risks related to Company financing that could affect its operations and/or financial performance are discussed as follows:
Interest rate and leverage risks
As of June 30, 2026, the Company had outstanding gross indebtedness, including overdrafts, finance lease liabilities and the impact of derivatives, of approximately $18.4 billion, compared to $16.3 billion as of June 30, 2025, and Cash and cash equivalents and Restricted cash of approximately $3.1 billion, compared to $2.9 billion as of June 30, 2025. The Company expects to increase indebtedness by approximately $8.75 billion in connection with the Arcosa Acquisition, which will increase the Company’s overall leverage profile. Significant additional acquisition activity, including the Arcosa Acquisition, could adversely affect the Company’s leverage profile and, in turn, its financial position which may impact its operating and financial flexibility including the timing and scale of investments, strategic acquisitions and capital expenditures. There can be no assurance that the Company will not be adversely impacted by increases in borrowing costs in the future. The Company uses interest rate swaps to manage its interest rate profile.
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CRH FORM 10-Q