Acquisitions

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Acquisitions

4. Acquisitions

The Company strategically acquires companies in order to increase its footprint and offer products and services that diversify its existing offerings. These acquisitions are accounted for as business combinations using the acquisition method, whereby the purchase price is allocated to the assets acquired and liabilities assumed, based on their estimated fair values at the date of the acquisition, with the remaining amount recorded in Goodwill.

On February 9, 2024, the Company wholly acquired a portfolio of cement and readymixed concrete operations and assets in Texas, United States (the 'Hunter' acquisition) for a total cash consideration, net of cash acquired, of $2,106 million. The Hunter acquisition is reported in the Americas Materials Solutions segment.

On July 1, 2024, the Company acquired 57% of the issued share capital of Adbri (the 'Adbri' acquisition), a construction materials business in Australia, for a total cash consideration, net of cash acquired, of $787 million. The Adbri acquisition is reported in the International Solutions segment. Due to the size and scale of Adbri, the determination of the fair values of identifiable assets acquired and liabilities assumed as disclosed are provisional.

During 2024, the Company completed the acquisition of 38 other companies in addition to Hunter and Adbri. The total cash consideration for these acquisitions, net of cash acquired, was $2,007 million.

The amounts for assets acquired, liabilities assumed, and consideration related to the acquisitions during the year ended December 31, 2024, were:

in $ millions	Hunter	Adbri (i)	Other acquisitions (i) (ii)	Total
Identifiable assets acquired and liabilities assumed
Assets
Cash and cash equivalents	–	15	38	53
Accounts receivable, net	–	156	152	308
Inventories	70	133	149	352
Other current assets	2	6	8	16
Property, plant and equipment, net	1,069	1,364	850	3,283
Equity method investments	–	366	–	366
Intangible assets, net	2	4	184	190
Operating lease right-of-use assets, net	12	18	85	115
Total assets	1,155	2,062	1,466	4,683
Liabilities
Accounts payable	–	17	54	71
Accrued expenses	6	67	30	103
Operating lease liabilities	12	18	85	115
Long-term debt	–	519	9	528
Deferred income tax liabilities	–	208	27	235
Other liabilities	8	151	57	216
Total liabilities	26	980	262	1,268
Total identifiable net assets at fair value	1,129	1,082	1,204	3,415
Goodwill	977	227	940	2,144
Redeemable noncontrolling interests	–	–	(12)	(12)
Noncontrolling interests	–	(507)	–	(507)
Total consideration	2,106	802	2,132	5,040
Consideration satisfied by:
Cash payments	2,106	802	2,045	4,953
Asset exchange	–	–	41	41
Deferred consideration (stated at net present cost)	–	–	27	27
Contingent consideration	–	–	19	19
Total consideration	2,106	802	2,132	5,040
Acquisitions of businesses, net of cash acquired
Cash consideration	2,106	802	2,045	4,953
Less: cash and cash equivalents acquired	–	(15)	(38)	(53)
Total outflow in the Consolidated Statements of Cash Flows	2,106	787	2,007	4,900

(i)    The estimated fair values of assets acquired and liabilities assumed associated with these acquisitions are provisional (principally in respect of Property, plant and equipment, net, provisions for liabilities and the associated goodwill and deferred tax aspects) and are based on the information that was available as of the reporting date. The Company expects to finalize the valuation and complete the purchase price allocations as soon as practical but no later than one year from the acquisition dates.

(ii)    Other acquisitions are aggregated on the basis of individual immateriality.

As a result of the 2024 acquisitions, the Company recognized $190 million of amortizable intangible assets and $2,144 million of goodwill. Goodwill represents the excess of the consideration paid over the fair value of net assets acquired and includes the expected benefit of cost savings and synergies within the Company’s segments and intangible assets that do not qualify for separate recognition. Of the goodwill recognized in respect of the acquisitions completed in 2024, $1,712 million is expected to be deductible for tax purposes. The amortizable intangible assets will be amortized against earnings over a weighted average of nine years.

During 2023, the Company completed the acquisition of 22 companies. The total cash consideration for these acquisitions, net of cash acquired, was $640 million.

The identifiable assets acquired, liabilities assumed, and consideration related to the acquisitions during the year ended December 31, 2023, were:

in $ millions	Total (i)
Identifiable assets acquired and liabilities assumed
Cash and cash equivalents	19
Accounts receivable, net	71
Inventories	65
Other current assets	8
Property, plant and equipment, net	252
Intangible assets, net	86
Operating lease right-of-use assets, net	35
Accounts payable	56
Accrued expenses	30
Operating lease liabilities	35
Long-term debt	104
Deferred income tax liabilities	30
Other liabilities	6
Total identifiable net assets at fair value	275
Goodwill	398
Total consideration	673
Consideration satisfied by:
Cash payments	659
Deferred consideration (stated at net present cost)	8
Contingent consideration	6
Total consideration	673
Acquisitions of businesses, net of cash acquired
Cash consideration	659
Less: cash and cash equivalents acquired	(19)
Total outflow in the Consolidated Statements of Cash Flows	640

(i)     Total acquisitions are aggregated on the basis of individual immateriality.

As a result of the 2023 acquisitions, the Company recognized $86 million of amortizable intangible assets and $398 million of goodwill. Goodwill represents the excess of the consideration paid over the fair value of net assets acquired and includes the expected benefit of cost savings and synergies within the Company’s segments and intangible assets that do not qualify for separate recognition. Of the goodwill recognized in respect of the acquisitions completed in 2023, $33 million is expected to be deductible for tax purposes. The amortizable intangible assets will be amortized against earnings over a weighted average of six years.

On July 8, 2022, the Company acquired Barrette Outdoor Living, Inc. (Barrette), North America's leading provider of residential fencing and railing solutions headquartered in Middleburg Heights, Ohio, United States, at an effective 100% stake. The total cash consideration for this acquisition, net of cash acquired, was $1,903 million.

During 2022, the Company completed the acquisition of 28 other companies. The total cash consideration for these acquisitions, net of cash acquired, was $1,350 million.

The identifiable assets acquired, liabilities assumed, and consideration related to the acquisitions during the year ended December 31, 2022, were:

in $ millions	Barrette	Other acquisitions (i)	Total
Identifiable assets acquired and liabilities assumed
Cash and cash equivalents	8	14	22
Accounts receivable, net	128	49	177
Inventories	247	128	375
Other current assets	40	10	50
Property, plant and equipment, net	266	539	805
Equity method investments	–	28	28
Intangible assets, net	809	178	987
Operating lease right-of-use assets, net	43	59	102
Accounts payable	26	20	46
Accrued expenses	121	27	148
Operating lease liabilities	43	59	102
Long-term debt	–	8	8
Deferred income tax liabilities	192	55	247
Other liabilities	22	4	26
Total identifiable net assets at fair value	1,137	832	1,969
Goodwill	774	546	1,320
Total consideration	1,911	1,378	3,289
Consideration satisfied by:
Cash payments	1,911	1,364	3,275
Deferred consideration (stated at net present cost)	–	10	10
Contingent consideration	–	4	4
Total consideration	1,911	1,378	3,289
Acquisitions of businesses, net of cash acquired
Cash consideration	1,911	1,364	3,275
Less: cash and cash equivalents acquired	(8)	(14)	(22)
Total outflow in the Consolidated Statements of Cash Flows	1,903	1,350	3,253

(i)     Other acquisitions are aggregated on the basis of individual immateriality.

As a result of the 2022 acquisitions, the Company recognized $987 million of amortizable intangible assets and $1,320 million of goodwill. Goodwill represents the excess of the consideration paid over the fair value of net assets acquired and includes the expected benefit of cost savings and synergies within the Company’s segments and intangible assets that do not qualify for separate recognition. Of the goodwill recognized in respect of the acquisitions completed in 2022, $1,289 million is expected to be deductible for tax purposes. The amortizable intangible assets will be amortized against earnings over a weighted average of 19 years.

Acquisition-related costs

Acquisition-related costs have been included in Selling, general and administrative expenses in the Consolidated Statements of Income. These costs include legal and consulting expenses incurred in connection with acquisitions completed during the applicable period. The Company incurred the following acquisition-related costs for the years ended December 31, 2024, 2023, and 2022:

in $ millions	2024	2023	2022
Acquisition-related costs
Hunter	23	–	–
Adbri	23	–	–
Barrette	–	–	27
Other acquisitions	27	10	12
Total acquisition-related costs	73	10	39

For the period from acquisition date through December 31, 2024, 2023, and 2022, acquisitions contributed $1,387 million, $228 million and $761 million to Revenues and a loss of $23 million, $15 million and $18 million to Net income attributable to CRH, excluding acquisition-related costs that arose in that period and including the effect of interest expense to finance the acquisitions, respectively.

Pro forma results of operations for the current year acquisitions, as if they were combined as of January 1, 2023, have not been presented because they are not material to the Condensed Consolidated Financial Statements.