UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK
PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One):
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2017
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number: 001-32846
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
OLDCASTLE 401K PLAN
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
CRH, plc
Belgard Castle, Clondalkin
Dublin 22, Ireland
The securities may be represented by American Depositary Shares evidenced by American Depositary Receipts issuable on deposit of the securities.
REQUIRED INFORMATION
Financial Statements. The following financial statements and schedule are filed as part of this annual report and appear immediately after the signature page hereof:
| | 1. | Report of Independent Registered Public Accounting Firm |
| | 2. | Statements of Net Assets Available for Benefits |
| | 3. | Statement of Changes in Net Assets Available for Benefits |
| | 4. | Notes to Financial Statements |
Exhibits. The following exhibit is filed as a part of this annual report:
Exhibit 23.1 Consent of Crowe Horwath LLP
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
| | OLDCASTLE 401K PLAN |
| |
| Date: June 29, 2018 | | /s/ Gary Hickman |
| | Gary Hickman, Senior VP, Oldcastle Inc, and |
| | Member, Benefit Plans Administrative Committee |
OLDCASTLE 401(k) PLAN
Atlanta, Georgia
FINANCIAL STATEMENTS
December 31, 2017 and 2016
ANNUAL REPORT ON FORM 11-K
FOR THE YEAR ENDED DECEMBER 31, 2017
TABLE OF CONTENTS
All other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended, have been omitted because they are not applicable.
Report of Independent Registered Public Accounting Firm
To the Plan Participants, Plan Administrator
and Investment Committee
Oldcastle 401(k) Plan
Atlanta, Georgia
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of Oldcastle 401(k) Plan (the “Plan”) as of December 31, 2017 and 2016, the related statement of changes in net assets available for benefits for the year ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2017 and 2016, and the changes in net assets available for benefits for the year ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the PCAOB. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion in accordance with the standards of the PCAOB.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental Schedule H, Line 4i - Schedule of Assets (Held At End of Year) as of December 31, 2017 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information presented in the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedule is fairly stated in all material respects in relation to the financial statements as a whole.
1
/s/ Crowe Horwath LLP
We have served as the Plan’s auditor since 2011.
South Bend, Indiana
June 29, 2018
2
OLDCASTLE 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2017 and 2016
| | | | | | | | |
| | | 2017 | | | 2016 | |
Investments, at fair value (Note 4) | | $ | 2,563,237,161 | | | $ | 2,065,594,586 | |
| | |
Receivables | | | | | | | | |
Notes receivable from participants | | | 38,306,698 | | | | 33,487,191 | |
Employer profit sharing contributions | | | 71,294,470 | | | | 69,171,357 | |
Employer matching contributions | | | 835,382 | | | | 388,121 | |
Participant contributions | | | 1,473,290 | | | | 698,222 | |
| | | | | | | | |
Total receivables | | | 111,909,840 | | | | 103,744,891 | |
| | | | | | | | |
NET ASSETS AVAILABLE FOR BENEFITS | | $ | 2,675,147,001 | | | $ | 2,169,339,477 | |
| | | | | | | | |
See accompanying notes to financial statements
3
OLDCASTLE 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2017
| | | | |
Additions to net assets available for benefits attributable to: | | | | |
Investment income | | | | |
Interest and dividends | | $ | 38,798,322 | |
Net appreciation in fair value of investments | | | 329,670,538 | |
| | | | |
Total investment income | | | 368,468,860 | |
| |
Investment income on notes receivable from participants | | | 1,489,240 | |
| |
Contributions | | | | |
Employer | | | 131,737,994 | |
Participants | | | 110,464,780 | |
Rollover | | | 14,366,721 | |
| | | | |
Total contributions | | | 256,569,495 | |
| | | | |
Total additions | | | 626,527,595 | |
| |
Deductions from net assets available for benefits attributable to: | | | | |
Benefits paid to participants | | | 181,652,248 | |
Administrative expenses | | | 584,729 | |
| | | | |
Total deductions | | | 182,236,977 | |
| | | | |
Net increase prior to net transfers in | | | 444,290,618 | |
| |
Net transfers in (note 1) | | | 61,516,906 | |
| | | | |
Net increase | | | 505,807,524 | |
| |
Net assets available for benefits | | | | |
Beginning of year | | | 2,169,339,477 | |
| | | | |
End of year | | $ | 2,675,147,001 | |
| | | | |
See accompanying notes to financial statements
4
OLDCASTLE 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2017 and 2016
NOTE 1 - DESCRIPTION OF PLAN
The following description of the Oldcastle 401(k) Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan‘s provisions.
General: The Plan is a multiple – employer defined contribution Plan covering employees of Oldcastle Materials, Inc. and certain subsidiaries (collectively referred to as the “Company”) who are 18 years old or older and who have completed 90 days of eligibility service. Eligibility for Company contributions requires one year or 1,000 hours of service along with the age requirements. However, certain participating employers of the Plan have different eligibility requirements as detailed in the Plan documents. Oldcastle Inc. is the US subsidiary of CRH PLC. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Contributions: Each year, participants may contribute up to 75% of pretax annual compensation, as defined in the Plan and subject to certain limitations. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution Plans.
Participants hired on or after January 1, 2015 are automatically enrolled at a 4% of eligible compensation contribution rate upon meeting the plan eligibility and will have the opportunity to change this amount or opt out per the plan rules.
The Company generally matches 100% up to 4% of the base compensation that a participant contributes to the Plan. Additional profit sharing amounts may be contributed at the option of the Company’s Board of Directors. A discretionary Profit Sharing contribution was made related to the 2017 plan year following the end of the plan year and is shown as a receivable on the statement of net assets available for benefits. Certain participating employers of the Plan have different employer matching, non-elective contribution and profit sharing contribution formulas. Contributions are subject to certain limitations. Plan participants direct the investment of their contributions and the employer matching, non-elective and profit sharing contributions into the various investment options offered by the Plan.
Participant Accounts: Each participant’s account is credited with the participant’s own contributions and an allocation of (a) the Company’s matching contributions, (b) Plan earnings, and (c) the Company’s employer profit sharing contributions, if any, and is charged with his or her withdrawals and an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Retirement, Death, and Disability: A participant is entitled to 100% of his or her account balance upon retirement, death, or disability.
Vesting: Participants are immediately vested in their contributions and the matching contributions plus actual earnings thereon. Vesting in the profit sharing contributions, plus earnings thereon, is generally based on a five-year graded schedule at 20% per year, though some participating employers have other vesting schedules for the profit sharing accounts, as detailed in the Plan documents. For non-elective contributions, certain participating employers of the Plan have different vesting schedules as detailed in the Plan documents.
Payment of Benefits: On termination of service due to death, disability, or retirement, a participant may elect to receive a lump-sum amount equal to the value of the participant’s vested interest in his or her account in monthly, quarterly, or annual installments. For termination of service for other reasons such as in-service and hardship withdrawals, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution.
(Continued)
5
OLDCASTLE 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2017 and 2016
NOTE 1 - DESCRIPTION OF PLAN (Continued)
Notes Receivable from Participants: Participants may borrow from their pretax and rollover accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their pretax and rollover account balance, whichever is less. The loans are secured by the balance in the participant’s account. The interest rate charged to the participant on a loan is updated quarterly and effective on the first business day of the next calendar quarter. The rate is based on the Reuters prime rate with specific deltas. The delta rate is one percent added to, or subtracted from, the prime rate. Principal and interest are paid through payroll deductions.
Forfeitures: Participant forfeitures of Company profit sharing contributions are used to offset Plan expenses or future Company profit sharing contributions. For the Plan year ended December 31, 2017, $1,500,000 of forfeited profit sharing contributions were used to offset the funding of the profit sharing contribution for the prior Plan year reflected in the financial statements.
As of December 31, 2017 and 2016, the forfeiture account balance was $1,451,953 and $1,055,334, respectively.
Plan Mergers: There were transfers from three defined contribution plans sponsored by Hardrives Inc., JH Rudolph & Co. Inc. and Mulzer Crushed Stone Inc. resulting in additions of assets to the Plan on August 16, 2017.
Subsequent Events: There was a spin-off of the Allied division on January 2, 2018 which included the termination of about 4,300 employees. This became a distributable event for these employees during the first quarter of 2018.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting: The financial statements of the Plan are prepared under the accrual basis of accounting.
Investment Valuation and Income Recognition: The Plan’s investments are reported at fair value as further described in Note 4. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Notes Receivable from Participants: Notes receivable from participants are reported at their unpaid principal balance plus any accrued but unpaid interest, with no allowance for credit losses, as repayments of principal and interest are received through payroll deductions and the notes are collateralized by the participants’ account balances.
Payment of Benefits: Benefits are recorded when paid.
Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures, and actual results may differ from these estimates.
(Continued)
6
OLDCASTLE 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2017 and 2016
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Risks and Uncertainties: The Plan holds various investments. These investments are exposed to various risks such as interest rate, market, liquidity, and credit risks. Due to the level of risk associated with certain investments and the sensitivity of certain fair value estimates to changes in valuation assumptions, it is at least reasonably possible that changes in the fair values of investment securities will occur in the near term, and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
Administrative and Investment Management Expenses: Loan origination fees associated with notes receivable from participants and the Plan’s record keeping and trustee fees are paid by the Plan and are reflected in the financial statements as administrative expenses of the Plan. Investment management fees are charged to the Plan as a reduction of investment return and included in the investment income (loss) reported by the Plan. All other expenses of the Plan are paid by the Company.
NOTE 3 - RIGHTS UPON PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their employer profit sharing contributions and earnings thereon.
NOTE 4 - FAIR VALUE MEASUREMENTS
Fair value is the price that would be received by the Plan for an asset or paid by the Plan to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date in the Plan’s principal or most advantageous market for the asset or liability. Fair value measurements are determined by maximizing the use of observable inputs and minimizing the use of unobservable inputs. The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurements) and gives the lowest priority to unobservable inputs (Level 3 measurements). The three levels of inputs within the fair value hierarchy are defined as follows:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Plan has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level 1 price such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect the Plan’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
Transfers between hierarchy measurement levels are recognized by the Plan as of the beginning of the reporting period.
In some cases, a valuation technique used to measure fair value may include inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.
(Continued)
7
OLDCASTLE 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2017 and 2016
NOTE 4 - FAIR VALUE MEASUREMENTS (Continued)
The following descriptions of the valuation methods and assumptions used by the Plan to estimate the fair values of investments apply to investments held directly by the Plan.
Mutual Funds: The fair values of mutual fund investments are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs).
Company Common Stock: The fair value of CRH public limited company common stock is determined by obtaining quoted prices from a nationally recognized exchange (Level 1 input).
Self-Directed Brokerage Accounts: The fair value of investments held in the brokerage accounts (which consist primarily of equities funds) are determined by obtaining quoted prices on nationally recognized securities exchanged (Level 1 inputs).
Collective Trusts: The fair values of participation units held in collective trusts are based on the net asset values reported by the fund managers as of the financial statement dates and recent transaction prices. Each collective trust held provides for daily redemptions by the Plan at reported net asset values per share, with no advance notification requirement. The underlying investments for the funds differ based on the investment strategy for each fund.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Investments measured at fair value on a recurring basis are summarized below.
| | | | | | | | | | | | | | | | |
| | | Fair Value Measurements | | | | |
| | | At December 31, 2017, Using | | | | |
| | | Quoted Prices in | | | Significant | | | Significant | | | | |
| | | Active Markets for | | | Other | | | Unobservable | | | | |
| | | Identical Assets | | | Observable Inputs | | | Inputs | | | | |
| | | (Level 1) | | | (Level 2) | | | (Level 3) | | | Total | |
Investments | | | | | | | | | | | | | | | | |
CRH plc common stock | | $ | 38,759,907 | | | $ | — | | | $ | — | | | $ | 38,759,907 | |
Mutual Funds | | | 798,569,106 | | | | — | | | | — | | | | 798,569,106 | |
Self Directed Brokerage Accounts | | | 18,403,527 | | | | — | | | | — | | | | 18,403,527 | |
| | | | | | | | | | | | | | | | |
Total assets in fair value hierarchy | | | 855,732,540 | | | | — | | | | — | | | | 855,732,540 | |
Investments measured at net asset value* | | | — | | | | — | | | | — | | | | 1,707,504,621 | |
| | | | | | | | | | | | | | | | |
Investments at fair value | | $ | 855,732,540 | | | $ | | | | $ | — | | | $ | 2,563,237,161 | |
| | | | | | | | | | | | | | | | |
There were no significant transfers between Level 1 and Level 2 during 2017.
(Continued)
8
OLDCASTLE 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2017 and 2016
NOTE 4 - FAIR VALUE MEASUREMENTS (Continued)
| | | | | | | | | | | | | | | | |
| | | Fair Value Measurements
At December 31, 2016, Using | | | | |
| | | Quoted Prices in
Active Markets
for Identical
Assets
(Level 1) | | | Significant
Other
Observable
Inputs
(Level 2) | | | Significant
Unobservable
Inputs
(Level 3) | | | Total | |
Investments | | | | | | | | | | | | | | | | |
CRH plc common stock | | $ | 36,334,894 | | | $ | — | | | $ | — | | | $ | 36,334,894 | |
Mutual Funds | | | 669,882,883 | | | | — | | | | — | | | | 669,882,883 | |
Self Directed Brokerage Accounts | | | 15,229,836 | | | | — | | | | — | | | | 15,229,836 | |
| | | | | | | | | | | | | | | | |
Total assets in fair value hierarchy | | | 721,447,613 | | | | — | | | | — | | | | 721,447,613 | |
Investments measured at net asset value* | | | — | | | | — | | | | — | | | | 1,344,146,973 | |
| | | | | | | | | | | | | | | | |
Investments at fair value | | $ | 721,447,613 | | | $ | — | | | $ | — | | | $ | 2,065,594,586 | |
| | | | | | | | | | | | | | | | |
| * | In accordance with Subtopic 820-10, certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statement of net assets available for benefits. |
NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer, and certain others. The Plan holds investments in shares of mutual funds managed by Fidelity Investments, an affiliate of the Plan trustee, shares of collective trust funds issued by Fidelity Institutional Asset Management (FIAM), an affiliate of Fidelity Investments, and a stable value fund issued by Fidelity Management Trust Company, the Plan trustee. These transactions qualify as party-in-interest transactions.
Actual fees paid by the Plan for recordkeeping services to an affiliate of the trustee also qualify as party-in-interest transactions. Such costs are included in administrative expenses in the accompanying financial statements. Investment management fees are paid by the Plan to investment managers, which are parties in interest, and that these expenses are reflected in the financial statements as a reduction of the return on the Plan’s investments.
The Plan held notes receivable from participants, and therefore, these transactions also qualify as party-in-interest. As of December 31, 2017 and 2016, the Plan held 1,073,922 and 1,056,807 shares of common stock of CRH plc valued at $38,759,907 and $36,334,894, respectively. The Plan also received dividends of $764,025 during 2017 on this common stock. As Oldcastle Materials, Inc. is a division of CRH plc, this investment and transactions therein are considered a party-in-interest.
(Continued)
9
OLDCASTLE 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2017 and 2016
NOTE 6 - TAX STATUS
By letter dated January 27, 2015, the Internal Revenue Service (IRS) has determined that the Plan was designed in accordance with the applicable regulations of the Internal Revenue Code. Plan management believes the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, management believes that the Plan was qualified and the related trust was tax exempt as of the financial statement date.
U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2017 and 2016, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2014.
NOTE 7 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2017 and 2016, to the Form 5500:
| | | | | | | | |
| | | 2017 | | | 2016 | |
Net assets available for benefits per the financial statements | | $ | 2,675,147,001 | | | $ | 2,169,339,477 | |
Deemed distributions | | | (1,132,787 | ) | | | (1,048,274 | ) |
Employer receivables not included on the 5500 | | | (72,129,852 | ) | | | (69,559,478 | ) |
Employee receivables not included on the 5500 | | | (1,473,290 | ) | | | (698,222 | ) |
Other | | | 3,711 | | | | 1,271 | |
| | | | | | | | |
Net assets per the Form 5500 | | $ | 2,600,414,783 | | | $ | 2,098,034,774 | |
| | | | | | | | |
The following is a reconciliation of the change in net assets available for benefits for the year ended December 31, 2017 per the financial statements to the net income reported in the 2017 Form 5500:
| | | | |
Increase in net assets available for benefits per the financial statements | | $ | 505,807,524 | |
Change in deemed distributions | | | (84,513 | ) |
Change in other | | | 2,440 | |
Employer receivables for 2017 not included on the 5500 | | | (72,129,852 | ) |
Employee receivables for 2017 not included on the 5500 | | | (1,473,290 | ) |
Employer receivables for 2016 included on the 5500 | | | 69,559,478 | |
Employee receivables for 2016 not included on the 5500 | | | 698,222 | |
| | | | |
Net income plus Transfer of assets to this plan per the Form 5500 | | $ | 502,380,009 | |
| | | | |
(Continued)
10
SUPPLEMENTAL SCHEDULE
OLDCASTLE 401(k) PLAN
SCHEDULE H, LINE 4i –SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
December 31, 2017
Name of Plan sponsor: Oldcastle, Inc.
Employer identification: 95-3298140
Three-digit Plan number: 002
| | | | | | | | | | |
| | | | | (c) | | | | | |
| | | (b) | | Description of Investment Including | | | | (e) | |
| | | Identity of Issuer, Borrower, | | Maturity Date, Rate of Interest, | | (d) | | Current | |
(a) | | Lessor or Similar Party | | Collateral Par or Maturity Date | | Cost | | Value | |
| | | | | Mutual Funds | | | | | |
| | Prudential | | Small Co | | # | | $ | 30,472,038 | |
| | Harbor | | Harbor International Institutional Fund | | # | | | 26,461,956 | |
| | Harbor | | Harbor Capital App Fund Institutional | | # | | | 142,574,987 | |
| | Vanguard | | Institutional Index Fund | | # | | | 188,137,416 | |
| | Vanguard | | Mid Cap Index Institutional | | # | | | 66,055,928 | |
| | Vanguard | | Small Cap Index Institutional | | # | | | 51,931,227 | |
| | MFS | | Value Fund | | # | | | 88,891,660 | |
| | Eagle | | Mid Cap Growth I | | # | | | 36,914,859 | |
| | Diamond Hill | | Small Mid Cap I | | # | | | 28,761,124 | |
| | Target | | Small Cap Value Fund | | # | | | 20,211,175 | |
| | American Fund | | EuroPac Growth R6 | | # | | | 65,865,240 | |
| | Vanguard | | Total Bond Market Fund | | # | | | 26,430,859 | |
| | Western | | Western Asset Core Plus Bond | | # | | | 25,682,260 | |
* | | Fidelity Management Trust Co | | Fidelity Government Money Market Fund # | | | 178,377 | |
| | | | |
| | | | | Collective Trusts | | | | | |
* | | FIAM Core Lifestyle | | COR Lifecycle INC | | # | | | 7,071,848 | |
* | | FIAM Core Lifestyle | | COR Lifecycle 2005 | | # | | | 5,121,475 | |
* | | FIAM Core Lifestyle | | COR Lifecycle 2010 | | # | | | 18,579,576 | |
* | | FIAM Core Lifestyle | | COR Lifecycle 2015 | | # | | | 78,632,120 | |
* | | FIAM Core Lifestyle | | COR Lifecycle 2020 | | # | | | 231,526,293 | |
* | | FIAM Core Lifestyle | | COR Lifecycle 2025 | | # | | | 302,125,191 | |
* | | FIAM Core Lifestyle | | COR Lifecycle 2030 | | # | | | 262,970,554 | |
* | | FIAM Core Lifestyle | | COR Lifecycle 2035 | | # | | | 219,157,209 | |
* | | FIAM Core Lifestyle | | COR Lifecycle 2040 | | # | | | 158,861,762 | |
* | | FIAM Core Lifestyle | | COR Lifecycle 2045 | | # | | | 122,549,317 | |
* | | FIAM Core Lifestyle | | COR Lifecycle 2050 | | # | | | 65,029,327 | |
* | | FIAM Core Lifestyle | | COR Lifecycle 2055 | | # | | | 33,733,507 | |
* | | FIAM Core Lifestyle | | COR Lifecycle 2060 | | # | | | 7,606,515 | |
| | IR&M LLC | | IR+M Core Bond | | # | | | 25,663,344 | |
* | | Fidelity Management Trust | | Managed Income Portfolio II Fund | | # | | | 167,334,104 | |
| | Wells Fargo | | Wells Fargo Stable Value Fund | | # | | | 1,542,479 | |
| | | | |
| | | | | Company Stock | | | | | |
* | | CRH plc | | Common Stock | | # | | | 38,759,907 | |
| | | | |
| | | | | Other | | | | | |
| | Various | | Self Directed Brokerage Accounts | | # | | | 18,403,527 | |
* | | Plan participants | | Notes Receivables interest rates at 4.50% to 5.25% with maturities ranging until November 2027 | | # | | | 37,173,911 | |
| | | | | | | | | | |
| | | | | | | | $ | 2,600,411,072 | |
| | | | | | | | | | |
| * | Indicates a permitted party-in-interest. |
| # | Cost information is not required for participant-directed investments and, therefore, has not been included in this schedule. |
12
EXHIBIT INDEX
| | |
Exhibit No. | | Exhibit |
| |
| 23.1 | | Consent of Independent Registered Public Accounting Firm |
