CRH (NYSE: CRH) to acquire Arcosa for $150 per share in $8.5B deal
Rhea-AI Filing Summary
CRH public limited company has agreed to acquire 100% of Arcosa, Inc. in an all-cash merger. Arcosa stockholders will receive $150.00 per share in cash, valuing the company at an enterprise value of approximately $8.5 billion, which represents an acquisition multiple of 11.5x 2026E Adjusted EBITDA including expected run-rate cost synergies of $175 million by year three. The deal will be funded with available cash and committed debt, including a $5.75 billion bridge loan to help finance the purchase price, debt refinancing and related costs. Closing is targeted for Q1 2027, subject to Arcosa stockholder approval, antitrust and other regulatory clearances, and customary conditions, with significant termination fees payable by either side under specified circumstances. CRH also indicates it does not expect to launch a new share buyback tranche when the current program ends and will reassess repurchases after the transaction.
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Insights
CRH is making a large, debt‑supported U.S. infrastructure acquisition with defined synergy targets.
CRH plans to acquire Arcosa for $8.5 billion enterprise value, paying $150 per share in cash. The price implies an 11.5% multiple of 2026E Adjusted EBITDA, assuming $175 million of annual run‑rate cost synergies by year three. This is a sizable expansion of CRH’s U.S. aggregates and energy infrastructure footprint.
Financing relies in part on a committed $5.75 billion Bridge Loan, with an expectation to term out into other debt or notes. Management highlights a pro forma 2026E Net Debt/Adjusted EBITDA of 2.4x and a goal to preserve an investment‑grade rating, but higher leverage and integration execution will matter for future results.
The merger carries standard risks: it requires Arcosa stockholder approval, HSR and other regulatory clearances, and is exposed to potential regulatory remedies. Large termination fees—about $371.97 million payable by Parent in certain regulatory‑failure scenarios and $260.38 million by Arcosa in certain competing‑bid or recommendation‑change cases—underline the deal’s significance and the cost of failure.
8-K Event Classification
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Merger Agreement
On June 21, 2026, CRH Americas, Inc. (‘Parent’), a Delaware corporation and indirect wholly owned subsidiary of CRH public limited company (‘CRH,’ ‘we,’ ‘our’ or ‘us’), Neon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (‘Merger Sub’), and Arcosa, Inc., a Delaware corporation (‘Arcosa’), entered into an Agreement and Plan of Merger (the ‘Merger Agreement’), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Arcosa, with Arcosa being the surviving entity and becoming a wholly owned subsidiary of Parent (the ‘Merger’). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Merger Agreement, which is attached hereto as Exhibit 2.1.
Merger Consideration
On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the ‘Effective Time’), each share of Arcosa common stock, par value $0.01 per share (the ‘Arcosa Common Stock’), issued and outstanding immediately prior to the Effective Time (other than any restricted Arcosa Common Stock awards granted under Arcosa’s equity plan, Cancelled Shares and any Dissenting Shares) will be automatically converted into the right to receive $150.00 in cash, without interest and subject to applicable withholding taxes (the ‘Merger Consideration’).
Pursuant to the Merger Agreement, at the Effective Time, each Arcosa restricted stock unit award covering shares of Arcosa Common Stock and each share of restricted Arcosa Common Stock, in each case granted prior to the date of the Merger Agreement and outstanding as of the date of the Merger Agreement (each, an ‘Arcosa Equity Award’), will become vested and be settled in cash, without interest, in an amount equal to the Merger Consideration multiplied by the number of shares of Arcosa Common Stock underlying such Arcosa Equity Award, plus the amount of any accrued but unpaid dividend equivalents with respect to such Arcosa Equity Award, in each case less applicable withholding taxes. With respect to any Arcosa Equity Award that vests based on achievement of pre-established performance criteria, the number of shares of Arcosa Common Stock subject to such award will be determined with performance levels deemed achieved at the greater of (x) 100% of target and (y) actual performance achieved prior to the Effective Time, as determined by the Board of Directors of Arcosa (‘Arcosa Board of Directors’) (or an appropriate committee thereof). Any Arcosa equity awards granted following the date of the Merger Agreement will be treated in accordance with the Merger Agreement.
Closing Conditions
The consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement, including (i) adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Arcosa Common Stock (the ‘Arcosa Stockholder Approval’), (ii) the absence of any law, injunction or order (whether temporary, preliminary or permanent) by any governmental entity that has the effect of restraining, enjoining or otherwise prohibiting the Merger, (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the ‘HSR Act’), and the receipt or waiver of specified regulatory approvals in the Required Jurisdictions, and (iv) other customary closing conditions, including (a) each party’s representations and warranties being true and correct, subject to certain customary qualifications, (b) each party’s compliance with or performance of, in all material respects, its obligations under the Merger Agreement and (c) the absence of a material adverse effect with respect to Arcosa.
Stockholder Approval
The Merger Agreement includes a covenant requiring Arcosa to call and hold a special meeting of Arcosa stockholders to approve the Merger and, subject to certain exceptions described below, not to withdraw, change, amend, modify or qualify in a manner adverse to Parent the recommendation of the Arcosa Board of Directors that Arcosa stockholders approve the Merger Agreement.
No Shop; Fiduciary Out
Pursuant to the Merger Agreement, between the date of the signing of the Merger Agreement and the earlier of its termination or the Effective Time, Arcosa has agreed not to, among other items and subject to certain exceptions set out in the Merger Agreement, (i) solicit, initiate, knowingly encourage or facilitate any inquiry, proposal or offer, or make, submit or announce any inquiry, proposal or offer which constitutes, or could reasonably be expected to lead to an Acquisition Proposal or (ii) participate in any discussions or negotiations regarding or furnish to any person any information relating to Arcosa or any subsidiary of Arcosa, in each case, in connection with an Acquisition Proposal.
Prior to obtaining the Arcosa Stockholder Approval, however, subject to satisfaction of certain conditions and under the circumstances specified in the Merger Agreement, the Arcosa Board of Directors may: (i) in response to an Intervening Event, make a Change of Recommendation, or (ii) if Arcosa has received a Superior Proposal, make a Change of Recommendation and cause Arcosa to enter into a definitive agreement providing for such Superior Proposal and terminate the Merger Agreement, so long as, in either case, the Arcosa Board of Directors determines in good faith after consultation with its outside legal counsel, that the failure to take such action would be reasonably likely to constitute a breach of the directors’ fiduciary duties under applicable law, subject to complying with notice and other specified conditions, including customary match rights of Parent, and, in the case of a termination of the Merger Agreement, payment to Parent of the termination fee described below.
Termination and Termination Fees
The Merger Agreement contains certain termination rights for both Arcosa and Parent, including the right of either party to terminate the Merger Agreement if: (i) the Merger is not completed by June 21, 2027 (such date, as may be extended, the ‘Outside Date’), provided that the Outside Date will be automatically extended by up to six months if, as of the Outside Date, certain conditions to closing relating to antitrust or other regulatory clearances (including expiration or termination of the applicable waiting period under the HSR Act and receipt of the required approvals in the Required Jurisdictions) have not been satisfied or waived, but all of the other closing conditions have been satisfied or waived, in each case as and to the extent set forth in the Merger Agreement; provided that the right to terminate on the Outside Date will not be available to any party whose action or failure to fulfill any obligation under the Merger Agreement has been a proximate cause of the failure of the Merger to be consummated by the Outside Date and constitutes a material breach of the Merger Agreement; (ii) a Governmental Entity of competent jurisdiction has issued a final, non-appealable order, injunction, decree or ruling permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger; or (iii) the Arcosa Stockholder Approval is not obtained prior to the conclusion of Arcosa’s stockholders’ meeting relating thereto (including any adjournments or postponements thereof).
The Merger Agreement may be terminated by mutual written consent of Parent and Arcosa.
Parent can terminate the Merger Agreement if: (i) (1) neither Parent nor Merger Sub is then in material breach of the Merger Agreement and (2) Arcosa breaches any of its representations or warranties (or such representations or warranties shall have become untrue or inaccurate) or fails to perform under any covenants or agreements set forth in the Merger Agreement, which breach, violation, inaccuracy or failure to perform (a) would result in the failure of certain conditions to closing and (b) is incapable of being cured by the Outside Date, or if capable, is not cured by Arcosa before the earlier of (x) the business day immediately prior to the Outside Date and (y) the 30th calendar day following receipt by Arcosa of notice from Parent of such breach, violation, inaccuracy or failure to perform; or (ii) prior to receipt of Arcosa Stockholder Approval, the Arcosa Board of Directors makes a Change of Recommendation.
Arcosa can terminate the Merger Agreement: (i) (1) if Arcosa is not then in material breach of the Merger Agreement and (2) either Parent or Merger Sub breaches any of its representations or warranties (or such representations or warranties shall have become untrue or inaccurate) or fails to perform under any covenants or agreements set forth in the Merger Agreement, which breach, violation, inaccuracy or failure to perform (a) would result in the failure of certain conditions to closing and (b) is incapable of being cured by the Outside Date,
or if capable, is not cured by Parent or Merger Sub before the earlier of (x) the business day immediately prior to the Outside Date and (y) the 30th calendar day following receipt by Parent of notice from Arcosa of such breach, violation, inaccuracy or failure to perform; or (ii) prior to receipt of Arcosa Stockholder Approval, in order to enter into a definitive agreement providing for a Superior Proposal, provided that Arcosa has complied in all material respects with its non-solicitation obligations under the Merger Agreement and pays the applicable termination fee described below.
Upon termination of the Merger Agreement, (i) Parent, under specified circumstances set forth in the Merger Agreement relating to the failure to obtain antitrust or other required regulatory clearances, will be required to pay Arcosa a termination fee equal to $371,967,952, and (ii) Arcosa, under specified circumstances, including termination of the Merger Agreement by, among other things, (a) Arcosa to enter into a definitive agreement providing for a Superior Proposal (prior to obtaining Arcosa Stockholder Approval) or (b) Parent as a result of a Change of Recommendation (prior to obtaining the Arcosa Stockholder Approval), will be required to pay Parent a termination fee equal to $260,377,567.
Other Terms of the Merger Agreement
The Merger Agreement contains customary representations, warranties and covenants of the parties relating to their respective businesses and the Merger, in each case generally subject to customary materiality qualifiers. Additionally, the Merger Agreement provides for customary pre-closing covenants of Arcosa, including, among others and subject to certain exceptions, covenants relating to conducting its business in the ordinary course of business, preserving intact its and its subsidiaries’ present business organizations, goodwill and ongoing businesses, and preserving its and its subsidiaries’ relationships with customers, suppliers, vendors, Governmental Entities, employees and others with whom they have material business relations.
In addition, subject to the terms of the Merger Agreement, Arcosa and Parent are required to use their respective reasonable best efforts to consummate the Merger and to obtain all required regulatory approvals, including expiration or termination of the applicable waiting period under the HSR Act and the receipt of the required approvals in the Required Jurisdictions, by the Outside Date, including by, among other things, defending any litigation seeking to delay, prevent or otherwise prohibit the Merger. Parent’s obligations include agreeing or committing to sell, divest or otherwise convey, or to license, hold separate or enter into similar arrangements with respect to, any particular asset, category, portion or part of an asset or business of Parent, Arcosa or their respective subsidiaries subsequent to the Effective Time, and to terminate existing relationships and contractual rights and obligations, in each case to the extent necessary to obtain the required antitrust and regulatory clearances (each, a ‘Regulatory Remedial Action’). However, Parent’s obligation to take Regulatory Remedial Actions is subject to certain limitations set forth in the Merger Agreement, including that Parent is not required to take any Regulatory Remedial Action that is not conditioned on the consummation of the Merger or if such action would require the divestiture or holding separate (or any other Regulatory Remedial Action) of or with respect to assets, business or product lines of Parent, Arcosa or its subsidiaries that would exceed a specified materiality threshold. Arcosa may not agree or commit to any Regulatory Remedial Action without Parent’s prior written consent and must take all reasonable steps to effectuate any Regulatory Remedial Action as directed by Parent, subject to such action being conditioned on the consummation of the Merger. Parent has the right to lead the regulatory strategy for obtaining the required approvals, subject to specified consultation rights of Arcosa. Consummation of the Merger is not subject to any financing condition.
If the Merger is consummated, the Arcosa Common Stock will be delisted from the New York Stock Exchange and NYSE Texas and deregistered under the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’).
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about Parent, Merger Sub, Arcosa or their respective subsidiaries or affiliates or to modify or supplement any factual disclosures about CRH or Parent included in the public reports filed by CRH with the Securities and Exchange Commission (‘SEC’). The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of
the Merger Agreement and as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations, qualifications or other particulars agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts or made for other purposes, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding CRH, Parent, Merger Sub and Arcosa and the transactions contemplated by the Merger Agreement that will be contained in, incorporated by reference into or attached as an annex to the proxy statement that Arcosa will file in connection with the transactions contemplated by the Merger Agreement as well as in the other filings that each of CRH and Arcosa will make with the SEC.
| Item 7.01 | Regulation FD Disclosure. |
On June 22, 2026, CRH and Arcosa issued a joint press release announcing the Merger. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The press release also announced that CRH will be hosting a conference call and webcast at 8:30 a.m., Eastern Time, on June 22, 2026, to discuss the Merger.
In connection with the conference call and webcast, CRH has also prepared an investor presentation relating to the Merger. A copy of the investor presentation is furnished herewith as Exhibit 99.2 and is incorporated herein by reference
The information disclosed in this Current Report on Form 8-K (this ‘Current Report’) pursuant to this Item 7.01 (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.
| Item 8.01 | Other Events. |
Bridge Facility Agreement
In connection and substantially concurrently with the Merger Agreement, CRH, as guarantor, and CRH America Finance, Inc., a Delaware corporation and indirect wholly owned subsidiary of CRH, as borrower, entered into a bridge facility agreement (the ‘Bridge Facility Agreement’) with the lenders party thereto, J.P. Morgan SE, as agent, and J.P. Morgan Securities plc and Morgan Stanley Bank International Limited, as mandated lead arrangers, and JPMorgan Chase Bank, N.A., London Branch, Morgan Stanley Bank, N.A. and Morgan Stanley Senior Funding, Inc. as lenders (the ‘Lenders’), pursuant to which the Lenders have committed to provide a $5.75 billion U.S. dollar term loan facility (the ‘Bridge Loan’) to finance, in part, the consideration under the Merger Agreement, the refinancing of certain of Arcosa’s existing debt and related fees and expenses. The Bridge Loan is expected to be replaced with alternative financing prior to the closing of the Merger, which may include one or more term loan facilities and/or senior notes issuances. The funding of the Bridge Loan is subject to the occurrence of customary closing conditions.
Share Buyback Program
In connection with the Merger, CRH does not expect to initiate a new tranche of its share buyback program following the expiration of the current tranche, which commenced on April 30, 2026 and is expected to end no later than July 28, 2026. CRH expects to evaluate its share buyback program at a later date, subject to market conditions, capital allocation priorities and other factors.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1* | Merger Agreement, dated June 21, 2026, by and among CRH Americas, Inc., Neon Merger Sub, Inc. and Arcosa, Inc. | |
| 99.1 | Joint Press Release, dated June 22, 2026. | |
| 99.2 | Investor Presentation, dated June 22, 2026. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). | |
| * | Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) and Item 601(b)(2) of Regulation S-K. CRH agrees to furnish supplementally a copy of any omitted annexes, schedules or exhibits to the SEC upon request. | |
Forward-Looking Statements
This Current Report contains statements that are, or may be deemed to be, forward-looking statements with respect to the Merger and the proposed financing for the Merger and CRH’s share buyback program. These forward-looking statements may generally, but not always, be identified by the use of words such as “will”, “anticipates”, “should”, “could”, “would”, “targets”, “aims”, “may”, “continues”, “expects”, “is expected to”, “estimates”, “believes”, “intends” or similar expressions. These forward-looking statements include all matters that are not historical facts or matters of fact at the date of this Current Report.
In particular, statements regarding the anticipated financing of the Merger and statements regarding CRH’s expectations with respect to its share buyback program, among other statements, are forward-looking in nature.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future and reflect CRH’s current expectations and assumptions as to such future events and circumstances that may not prove accurate. You are cautioned not to place undue reliance on any forward-looking statements. These forward-looking statements are made as of the date of this Current Report. CRH expressly disclaims any obligation or undertaking to publicly update or revise these forward-looking statements other than as required by applicable law.
A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, certain of which are beyond our control, and which include, but are not limited to: the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the failure to obtain the required approval of Arcosa’s stockholders; the failure to satisfy the other conditions to the completion of the Merger, including the receipt of required regulatory approvals; risks that the Merger disrupts CRH’s current plans and operations; the ability to recognize the anticipated benefits of the Merger; the amount of costs, fees, expenses and charges related to the Merger and the actual terms of the financing obtained in connection with the Merger; diversion of management’s attention from ongoing business operations and opportunities; potential litigation relating to the Merger; the effect of the announcement or pendency of the Merger on CRH’s and Arcosa’s business relationships, operating results and business generally; economic and financial conditions, including changes in interest rates, inflation, price volatility and/or labor and materials shortages; and the risks and uncertainties described under “Risk Factors” in Part I, Item 1A in CRH’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the SEC and in CRH’s other filings with the SEC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 22, 2026
| CRH public limited company
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| /s/ Aylwyn Bryan | ||
| By: | Aylwyn Bryan | |
| Chief Financial Officer | ||
Exhibit 99.1
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1350 Avenue of the Americas
New York, NY 10019 |
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Press Release
CRH to Acquire Arcosa; Leading U.S. Provider of Aggregates and Critical Infrastructure Products for $8.5B
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| • | Strengthens CRH as the #1 infrastructure player in North America and reinforces CRH as the leader in U.S. aggregates |
| • | Acquisition is highly complementary, advancing CRH’s strategy to build an aggregates-led, connected portfolio aligned with growing infrastructure megatrends |
| • | Transaction expected to be accretive1 to earnings, margin and cash flow in the first 12 months post-completion, demonstrating CRH’s ongoing commitment to accelerating growth through value-creating capital allocation |
| • | CRH to host investor call today at 8:30 a.m. Eastern Daylight Time |
NEW YORK and DALLAS – June 22, 2026 – CRH (NYSE: CRH), the leading provider of building materials, today announced that it has signed an agreement to acquire 100% of Arcosa, Inc. (NYSE: ACA) in an all-cash transaction for $150 per share, subject to Arcosa stockholders’ and regulatory approvals. The offer to Arcosa stockholders implies a 25% premium to Arcosa’s 60-day trading VWAP as of June 18, 2026. The transaction values Arcosa at a total enterprise value of approximately $8.5 billion, representing an acquisition multiple of 11.5x 2026E Adjusted EBITDA, including estimated annual run-rate cost synergies of $175 million by year three.
Headquartered in Dallas, Texas, Arcosa is a provider of infrastructure-related materials, products and solutions. Its Construction Products business is a leading aggregates platform in the U.S., with 109 quarries and yards, nine asphalt plants, 19 terminals and approximately 35 million tons (mt) of 2025 aggregates shipments. Arcosa’s Engineered Structures business is a top three manufacturer of critical infrastructure products in the high-growth energy transmission market, supported by long-term megatrends in grid modernization, electrification, and data center construction.
Arcosa is highly complementary to CRH, advancing the company’s connected portfolio strategy. The transaction reinforces CRH’s position as the leader in U.S. aggregates, as well as globally, and increases exposure to some of the fastest-growing Metropolitan Statistical Areas (MSAs) in the U.S.
Jim Mintern, CRH CEO, said, “This strategic acquisition reinforces our position as the #1 infrastructure player in North America and advances our strategy to build an aggregates-led, connected portfolio. As demand for U.S. energy and utility infrastructure solutions accelerates, this transaction places CRH at the forefront of an immense growth opportunity and demonstrates our ongoing commitment to building market-leading positions through disciplined capital allocation. We have a tremendous amount of respect for Arcosa’s business and look forward to welcoming the Arcosa team into CRH.”
Antonio Carrillo, President and CEO of Arcosa, said, “This transaction is a powerful validation of the work we’ve done in recent years to grow in attractive markets, simplify our portfolio, reduce cyclicality and build a more resilient business focused on Construction Products and Engineered Structures. For our stockholders, this transaction crystalizes the value we have built. We are excited that CRH recognizes that value, and we are confident that their resources, scale, and expertise will provide attractive opportunities for our team members, for our customers and for the communities we serve.”
Strategic and Financial Benefits
| • | Reinforces CRH as the #1 Infrastructure Player in North America: Arcosa brings 35mt of annual, high-quality, natural, and recycled aggregates, serving 13 of the 50 largest U.S. MSAs across Texas, New Jersey, Arizona, Florida, and Tennessee. This transaction reinforces our position as the leader in U.S. aggregates with over 265mt of combined annualized production. The Engineered Structures business has a top three market position, supported by infrastructure megatrends and demand relating to grid modernization, electrification, and data center construction. |
| • | Highly Complementary with Existing Business, Advancing CRH’s Connected Portfolio: Transaction aligns with CRH’s core strategy, enhancing CRH’s connected offering across aggregates, cementitious, and critical infrastructure. Provides aggregate exposure to fast-growing MSAs and expands capabilities, while widening the addressable market through deepened relationships and a shared customer base. |
| • | Clear Financial Benefits and Value Creation Potential with $175 million of Run-Rate Cost Synergies Expected: Clear and actionable run-rate cost synergies of $175 million expected by year three across operational improvements, procurement and integration benefits of self-supply and SG&A savings. Leverages CRH’s proven ability to acquire and integrate at scale. |
| • | Accretive1 to CRH’s Financial Profile: Transaction expected to be accretive1 to earnings, margin and cash flow in the first 12 months post-completion. |
| • | Consistent with CRH’s Disciplined Approach to Capital Deployment & Aligned with Strategic Ambitions: Accelerates value-accretive capital deployment in infrastructure exposed to growing megatrends and fully aligned with CRH’s 2030 financial targets. Continued commitment to value-creating capital allocation, making best use of our $40 billion of anticipated financial capacity through 2030, and reinforcing CRH’s position as a leading compounder of capital. |
| • | Maintain Commitment to Strong Investment Grade Credit Rating: Combined balance sheet, with pro forma FY 2026E Net Debt / Adjusted EBITDA2 of 2.4x. |
Transaction Details
The Boards of Directors of both companies have unanimously approved the transaction, which is expected to close in Q1 2027 subject to approval of Arcosa’s stockholders, regulatory approvals, and customary closing conditions. CRH intends to fund the transaction with available cash and committed debt financing.
Advisors
J.P. Morgan and Morgan Stanley are acting as financial advisors to CRH, and Kirkland & Ellis is serving as legal counsel. J.P. Morgan and Morgan Stanley are providing CRH with committed bridge financing for the transaction. Evercore and Goldman Sachs are serving as financial advisors to Arcosa, and Gibson Dunn and Baker Botts are serving as its legal counsel.
Conference Call & Webcast
Registrations for the conference call at 8:30 a.m. ET can be made at www.crh.com/investors. Upon registration a link to join the call and dial-in details will be made available. A replay of the webcast, accompanying slide presentation and a copy of this news release will be available online at www.crh.com/investors.
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Contacts
| Danilo Juvane |
Lauren Schulz | |
| Head of Investor Relations |
Chief Communications Officer | |
| danilo.juvane@crh.com |
lauren.schulz@crh.com | |
| Erin Drabek |
Media Contact | |
| Vice President of Investor Relations InvestorResources@arcosa.com |
media@arcosa.com | |
|
or
Tim Lynch / Arielle Rothstein Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449 | ||
About CRH
CRH is the leading provider of building materials critical to modernizing infrastructure. With our team of 83,000 people across 4,000 locations, our unmatched scale, connected portfolio, and deep local relationships make us the partner of choice for transportation, water, and reindustrialization projects, shaping communities for a better tomorrow. CRH (NYSE: CRH) is a member of the S&P 500 Index. For more information, visit www.crh.com.
About Arcosa
Headquartered in Dallas, Texas, Arcosa is a provider of infrastructure-related products and solutions with leading positions in construction materials and engineered structures. Arcosa reports its financial results in two principal business segments: Construction Products and Engineered Structures. For more information, visit www.arcosa.com.
Forward-Looking Statements
This press release contains statements that are, or may be deemed to be, forward-looking statements with respect to the financial condition, results of operations, business, viability and future performance of CRH plc and certain of its plans and objectives, including statements regarding the proposed merger (the ‘Merger’) between CRH and Arcosa. These forward-looking statements may generally, but not always, be identified by the use of words such as “will”, “anticipates”, “should”, “could”, “would”, “targets”, “aims”, “may”, “continues”, “expects”, “is expected to”, “estimates”, “believes”, “intends” or similar expressions. These forward-looking statements include all matters that are not historical facts or matters of fact at the date of this press release.
In particular, the following, among other statements, are all forward-looking in nature: statements regarding the Merger, including the expected timing of the closing of the Merger; the anticipated benefits of the Merger, including expected synergies, accretion and financial impact; the anticipated financing of the Merger; CRH’s plans and expectations regarding the integration of Arcosa’s business and operations; plans and expectations regarding the impact of the Merger on CRH’s financial results, growth strategy and capital allocation; CRH’s expected financial performance following the completion of the Merger; and plans and expectations regarding market trends and dynamics in regions where CRH operates, including with respect to infrastructure megatrends and demand relating to grid modernization, electrification and data center construction.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future and reflect CRH’s current expectations and assumptions as to such future events and circumstances that may not prove accurate. You are cautioned not to place undue reliance on any forward-looking statements. These forward-looking statements are made as of the date of this press release. CRH expressly disclaims any obligation or undertaking to publicly update or revise these forward-looking statements other than as required by applicable law.
A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, certain of which are beyond our control, and which include, but are not limited to: the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the failure to obtain the required approval of Arcosa’s stockholders; the failure to satisfy the other conditions to the completion of the Merger, including the receipt of required regulatory approvals; risks that the Merger disrupts CRH’s current plans and operations; the ability to recognize the anticipated benefits of the Merger; the amount of costs, fees, expenses and charges related to the Merger and the actual terms of the financing obtained in connection with the Merger; diversion of management’s attention from ongoing business operations and opportunities; potential litigation relating to the Merger; the effect of the announcement or pendency of the Merger on CRH’s and Arcosa’s business relationships, operating results and business generally; economic and financial conditions, including changes in interest rates, inflation, price volatility and/or labor and materials shortages; and the risks and uncertainties described under “Risk Factors” in Part I, Item 1A in CRH’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the SEC and in CRH’s other filings with the SEC.
It should also be noted that projected financial information included in this press release is based on management’s estimates, assumptions and projections and has not been prepared in conformance with the applicable accounting requirements of Regulation S-X relating to pro forma financial information, and the required pro forma adjustments have not been applied and are not reflected therein. These measures are provided for illustrative purposes. None of this information should be considered in isolation from, or as a substitute for, the historical financial statements of CRH or Arcosa. Actual results may differ materially from the projected financial information included in this press release.
Non-GAAP Financial Measures
CRH uses a number of non-GAAP financial measures to monitor financial performance. These financial measures may not be uniformly defined by all companies and accordingly may not be directly comparable with similarly titled measures and disclosures by other companies. Certain information presented is derived from amounts calculated in accordance with U.S. GAAP but is not itself an expressly permitted GAAP measure.
Adjusted EBITDA is defined by CRH as earnings from continuing operations before interest, taxes, depreciation, depletion, amortization, loss on impairments, gain/loss on divestitures and investments, income/loss from equity method investments, substantial acquisition-related costs and pension expense/income excluding current service cost component. Net Debt comprises short and long-term debt, finance lease liabilities, cash and cash equivalents and current and noncurrent derivative financial instruments (net). The non-GAAP financial measures should not be viewed in isolation or as an alternative to the most directly comparable GAAP measure. This press release also includes forward-looking non-GAAP financial measures for which a reconciliation is not practicable without unreasonable effort, as CRH is unable to reasonably forecast certain amounts that are necessary for such reconciliation
Additional Information about the Proposed Merger and Where to Find It
In connection with the Merger, Arcosa expects to file a proxy statement, as well as other relevant materials, with the SEC. Following the filing of the definitive proxy statement with the SEC, Arcosa will mail the definitive proxy statement and a proxy card to each Arcosa stockholder entitled to vote at the special meeting relating to the Merger. This communication is not intended to be, and is not, a substitute for the proxy statement or any other document that Arcosa expects to file with the SEC in connection with the Merger. ARCOSA URGES INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS FILED WITH THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ARCOSA AND THE MERGER. Investors will be able to obtain free copies of the proxy statement (when available) and other documents that will be filed by Arcosa with the SEC at www.sec.gov, the SEC’s website, or from Arcosa’s website (www.arcosa.com). In addition, the proxy statement and other documents filed by Arcosa with the SEC (when available) may be obtained from Arcosa free of charge by directing a request to Investor Relations at www.arcosa.com.
Participants in the Solicitation
Arcosa, its directors and certain of its officers and employees, may be deemed to be participants in the solicitation of proxies from Arcosa stockholders in connection with the Merger. Information about Arcosa’s directors and executive officers is set forth in its definitive proxy statement for its 2026 annual meeting of stockholders filed with the SEC on March 31, 2026. To the extent the holdings of Arcosa securities by Arcosa directors and executive officers have changed since the amounts set forth in the proxy statement for its 2026 annual meeting of stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents may be obtained free of charge at the SEC’s website at www.sec.gov and on the Investor Relations page of Arcosa’s website located at www.arcosa.com. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Merger will be included in the proxy statement that Arcosa expects to file in connection with the Merger and other relevant materials Arcosa may file with the SEC.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any proxy, vote or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Endnotes
| 1 | Before one-off transaction costs. |
| 2 | Pro forma FY 2026E Net Debt / Adjusted EBITDA reflects (i) CRH’s estimated Net Debt at the end of 2026 assuming the cost of the acquisition, divided by (ii) the combined 2026E Adjusted EBITDA at the midpoint of each of CRH’s and Arcosa’s publicly stated guidance, respectively. |
CRH to Acquire Arcosa Reinforcing CRH as the #1 Infrastructure Player in North America Exhibit 99.2
Disclaimer Unless the context otherwise provides, “we,” “us,” “our,” “CRH”, the “Company” and like terms refer to CRH plc and its consolidated subsidiaries. Forward-Looking Statements This presentation and any accompanying oral commentary (collectively, the ‘Presentation’) contains statements that are, or may be deemed to be, forward-looking statements with respect to the financial condition, results of operations, business, viability and future performance of CRH and certain of the plans and objectives of the Company, including statements regarding the proposed merger (the ‘Merger’) between the Company and Arcosa (‘Arcosa’). These forward-looking statements may generally, but not always, be identified by the use of words such as “will”, “anticipates”, “should”, “could”, “would”, “targets”, “aims”, “may”, “continues”, “expects”, “is expected to”, “estimates”, “believes”, “intends” or similar expressions. These forward-looking statements include all matters that are not historical facts or matters of fact at the date of this Presentation. In particular, the following, among other statements, are all forward-looking in nature: statements regarding the Merger, including the expected timing of the closing of the Merger; the anticipated benefits of the Merger, including expected synergies, accretion and financial impact; the anticipated financing of the Merger; the Company’s plans and expectations regarding the integration of Arcosa’s business and operations; plans and expectations regarding the impact of the Merger on the Company’s financial results, growth strategy and capital allocation; the Company’s expected financial performance following the completion of the Merger; plans and expectations regarding market trends and dynamics in regions where CRH operates, including with respect to infrastructure megatrends and demand relating to grid modernization, electrification and data center construction; and statements regarding CRH’s investment-grade credit rating. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future and reflect the Company’s current expectations and assumptions as to such future events and circumstances that may not prove accurate. You are cautioned not to place undue reliance on any forward-looking statements. These forward-looking statements are made as of the date of this Presentation. The Company expressly disclaims any obligation or undertaking to publicly update or revise these forward-looking statements other than as required by applicable law. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, certain of which are beyond our control, and which include, but are not limited to: the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the failure to obtain the required approval of Arcosa’s stockholders; the failure to satisfy the other conditions to the completion of the Merger, including the receipt of required regulatory approvals; risks that the Merger disrupts the Company’s current plans and operations; the ability to recognize the anticipated benefits of the Merger; the amount of costs, fees, expenses and charges related to the Merger and the actual terms of the financing obtained in connection with the Merger; diversion of management’s attention from ongoing business operations and opportunities; potential litigation relating to the Merger; the effect of the announcement or pendency of the Merger on the Company’s and Arcosa’s business relationships, operating results and business generally; economic and financial conditions, including changes in interest rates, inflation, price volatility and/or labor and materials shortages; and the risks and uncertainties described under “Risk Factors” in Part I, Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the SEC and in the Company’s other filings with the SEC. It should also be noted that projected financial information included in this Presentation is based on management’s estimates, assumptions and projections and has not been prepared in conformance with the applicable accounting requirements of Regulation S-X relating to pro forma financial information, and the required pro forma adjustments have not been applied and are not reflected therein. These measures are provided for illustrative purposes. None of this information should be considered in isolation from, or as a substitute for, the historical financial statements of the Company or Arcosa. Actual results may differ materially from the projected financial information included in this Presentation. Non-GAAP Financial Measure Disclosure This Presentation includes discussion of certain financial measures (collectively, the ‘Non-GAAP Financial Measures’) each of which is a financial measure that is not calculated in accordance with U.S. generally accepted accounting principles (‘GAAP’), including, without limitation, Adjusted EBITDA, Adjusted EBITDA Margin, Pro Forma Net Debt to Adjusted EBITDA and Adjusted Free Cash Flow Conversion. See the discussion within ‘Non-GAAP Financial Measures’ on page 15. These Non-GAAP Financial Measures may not be uniformly defined by all companies and accordingly may not be directly comparable with similarly titled measures and disclosures by other companies. This Presentation also includes forward-looking Non-GAAP Financial Measures for which a reconciliation is not practicable without unreasonable effort, as the Company is unable to reasonably forecast certain amounts that are necessary for such reconciliation.
Acquiring a leading U.S. provider of building materials & critical infrastructure products 35mt1 of high-quality aggregates; strengthening U.S. aggregates platform to over 265mt of annualized production Enhanced customer offering in attractive, high-growth markets aligned with growing infrastructure megatrends Highly complementary with existing business, advancing CRH’s aggregates-led, connected portfolio strategy High-quality assets & experienced mgmt. team; strong cultural alignment & proven track record of execution Transaction expected to deliver strong growth & compelling shareholder value Consistent with our disciplined approach to capital deployment & aligned with our strategic ambitions CRH to Acquire Arcosa Compelling Growth & Value-Creation Opportunity Reinforcing CRH’s position as a leading compounder of capital For footnoted information, refer to Appendix.
Acquisition Consideration $150 per share in cash; $8.5B enterprise value 11.5x 2026E Adj. EBITDA* including run-rate cost synergies1 Intend to fund with available cash and committed debt financing Value Creation Financial Highlights Strong strategic fit with clear value creation potential ~$175m run-rate cost synergies expected by year 3 Proven ability to acquire and integrate at scale Accretive2 to earnings, margin and cash flow in first 12 months post-completion Pro forma FY 2026E Net Debt / Adj. EBITDA* 2.4x3 Committed to maintaining investment-grade credit rating Transaction Overview Accelerating Value-Accretive Capital Deployment Timeline Subject to Arcosa stockholder vote and regulatory approvals Transaction expected to close in Q1 2027 *Represents a non-GAAP financial measure. See the Non-GAAP discussion on page 15 for definition. A reconciliation has not been provided as such reconciliations cannot be provided without unreasonable efforts. For footnoted information, refer to Appendix.
Arcosa Overview Engineered Structures $2.65B ’26E Revenue1 $565M ’26E Adj. EBITDA*1 21% ’26E Adj. EBITDA Margin*1 35M Tons of Aggregates Produced (2025) Top 3 Position in Engineered Structures Construction Products Serving 13 of the 50 largest U.S. MSAs with leading positions across Texas, the Southeast, & other high-growth regions High-quality, connected, aggregates-led materials business A leading U.S. manufacturer of critical infrastructure products in the high-growth energy transmission market P P Robust long-term demand supported by grid modernization, electrification, & data center construction P P Enhancing CRH’s Position Across Growing Infrastructure Megatrends of Adj. EBITDA*2 ~60% of Adj. EBITDA*2 ~40% *Represents a non-GAAP financial measure. See the Non-GAAP discussion on page 15 for definition. For footnoted information, refer to Appendix.
~$1.4B Revenue1 (2026E) ~$380M Adj. EBITDA*1 (2026E) 27% Adj. EBITDA Margin*1 (2026E) 109 Aggs Quarries & Yards 35MT Aggregates volumes in 2025 ~1.3BT Aggregates Reserves ~40yrs Reserve Life Arcosa Construction Products Scaled Aggregates Platform in High-Growth Markets Aligns with CRH’s core strategy, strengthening both aggregates & cementitious platforms Significant self-supply opportunities; enhancing our connected portfolio Highly complementary to existing offering; expanding capabilities in engineered concrete Reinforcing #1 market position in U.S. aggregates U.S. market leader in recycled Aggs & stabilized sand; attractive growth platforms for CRH Providing CRH with aggregates exposure in DFW & Phoenix, 2 fast-growing MSAs (1) Includes multiple operations within a small geographic area (1) Operating Footprint Aggregates Specialty Asphalt *Represents a non-GAAP financial measure. See the Non-GAAP discussion on page 15 for definition. For footnoted information, refer to Appendix.
~$1.3B Revenue1 (2026E) ~$245M Adj. EBITDA*1 (2026E) 19% Adj. EBITDA Margin*1 (2026E) 18 Manufacturing Facilities $1.2B Backlog (Q1’26) Arcosa Engineered Structures Strengthens CRH’s Capabilities in U.S. Energy Infrastructure Complementary to CRH’s existing capabilities & increasing exposure to growing megatrends Expanding addressable market & deepening relationships with shared customer base Long-term customer alliances & high-quality backlog providing long-term demand visibility Enhancing CRH’s connected offering across aggregates, cementitious & critical infrastructure Top three market position with leading brands including Meyer Utility Structures Increasing exposure to growing Infrastructure megatrends Manufacturing Footprint *Represents a non-GAAP financial measure. See the Non-GAAP discussion on page 15 for definition. For footnoted information, refer to Appendix.
Proven ability to acquire & integrate at scale Uniquely positioned to deliver significant value creation … leveraging unmatched scale & leading performance capabilities ~$175M run-rate cost synergies expected Operational: production efficiencies, logistics & network optimization Integration: self-supply opportunities & SG&A savings Procurement: global purchasing & supply arrangements; materials, equipment & services Strong Synergy & Value Creation Potential ~$60M ~$175M ~$130M Year 1 Year 2 Year 3 Synergies Expected
For footnoted information, refer to Appendix. Growing Megatrends Infrastructure Transportation Reindustrialization x CRH Winning Way = Leading Compounder of Capital Proven long-term delivery Double-digit earnings growth1 Water Aligned with our Growth Algorithm …
… & Value-Creating Capital Allocation Accelerating Progress Towards 2030 Financial Targets ~$40B Financial Capacity1 to 2030 2030 Financial Targets2 7% to 9% Revenue Growth 22% to 24% Adj. EBITDA Margin* >100% Adj. FCF Conversion* Shareholder Returns 30% Growth Investments 70% $8.5B *Represents a non-GAAP financial measure. See the Non-GAAP discussion on page 15 for definition. For footnoted information, refer to Appendix.
Key Takeaways Compelling Growth & Value-Creation Opportunity Reinforcing CRH’s position as a leading compounder of capital Acquiring a leading U.S. provider of building materials & critical infrastructure products Strengthening U.S. aggregates platform to over 265mt of annualized production Enhanced customer offering in attractive, high-growth markets aligned with growing infrastructure megatrends Transaction expected to deliver strong growth & compelling shareholder value
Appendix
Endnotes Page 3 1. FY25 annual aggregates shipments reported in Arcosa’s Form 10-K for the year ended December 31, 2025. Page 4 1. Acquisition multiple reflects Enterprise value divided by pro forma FY26E Adjusted EBITDA including run-rate cost synergies. 2. Before one-off transaction costs. 3. Pro forma FY 2026E Net Debt / Adjusted EBITDA reflects (i) CRH’s estimated Net Debt at the end of 2026 assuming the cost of the acquisition, divided by (ii) the combined 2026E Adjusted EBITDA at the midpoint of each of CRH’s and Arcosa’s publicly stated guidance, respectively. Page 5 1. Based on midpoint of Arcosa’s publicly stated guidance. 2. Based on 2026E segment Adjusted EBITDA (adjusting for the divestiture of transportation products and excluding corporate costs and eliminations). Page 6 1. Segment financials is an estimate based on midpoint of Arcosa’s publicly stated guidance excluding corporate costs and eliminations. Page 7 1. Segment financials is an estimate based on midpoint of Arcosa’s publicly stated guidance excluding corporate costs and eliminations. Page 9 1. ‘Double-digit earnings growth’ refers to CRH’s compound annualized growth rate of Adjusted EBITDA for the period from December 31, 2015 to December 31, 2025. Metrics from the fiscal year ended December 31, 2015 are based on IFRS. 2015 EBITDA (as defined) has been modified to exclude contributions from subsequently divested businesses. The adjustments required to reflect these metrics under U.S. GAAP have not been quantified. No material differences have been identified that would impact trends calculated in accordance with U.S. GAAP in comparison to IFRS. For source data of these 2015 metrics, please refer to page 21 of this Presentation. Metrics from the financial year ended December 31, 2025 are based on U.S. GAAP as reported in our 2025 Form 10-K. Page 10 1. Financial capacity is defined as the anticipated cash and debt financing available (after maintenance capex) for growth investments and cash returns to shareholders. The information is indicative only and any capital deployment will be dependent on the value creation opportunities arising over the period. The Company’s ability to deliver on these capital allocation priorities may be negatively impacted by the factors set out in the disclaimer on slide 2. 2. 2030 Financial Targets represent average annual Revenue growth between 7% and 9% from 2026-2030, Adjusted EBITDA Margin between 22% and 24% by 2030, and average annual Adjusted Free Cash Flow Conversion of more than 100% from 2026-2030. Adjusted EBITDA Margin and Adjusted Free Cash Flow Conversion are non-GAAP financial measures. We cannot predict with certainty certain items that would be included in the most directly comparable GAAP measure for the relevant future periods. Due to these uncertainties, we cannot provide a quantitative reconciliation of Adjusted EBITDA Margin or Adjusted Free Cash Flow Conversion, respectively, to the most directly comparable GAAP financial measure, respectively, without unreasonable effort. However, we expect to calculate Adjusted EBITDA Margin and Adjusted Free Cash Flow Conversion for future periods in the same manner as provided herein.
Source Data – Double-Digit Earnings Growth in millions € $ 2015 EBITDA (as defined) (i) 2,219 Less: EBITDA (as defined) from divested businesses Europe Distribution (i) (171) Americas Distribution (i) (140) Building Envelope (ii) (121) 1,787 2015 IFRS based EBITDA (as defined) (iii) (iv) 1,983 2025 Adjusted EBITDA* per the Annual Report on Form 10-K 7,681 10-Year CAGR 15% (i) As reported under IFRS in the Annual Report on Form 20-F for 2015. (ii) The results for Building Envelope stated are under IFRS and were not previously separately reported in external filings. (iii) Effective from January 1, 2020, CRH changed its reporting currency from euro to U.S. Dollar. Reported results for 2015 have been translated from euro to U.S. Dollar using the 2015 average exchange rate of $1.1095 to €1. (iv) The adjustments required to reflect these metrics under U.S. GAAP have not been quantified. No material differences have been identified that would impact trends calculated in accordance with U.S. GAAP in comparison to IFRS. *Represents a non-GAAP financial measure. See the discussion within 'Non-GAAP Financial Measures' on page 15.
Non-GAAP Financial Measures CRH uses a number of non-GAAP financial measures to monitor financial performance. These measures are referred to throughout the discussion of our reported financial position and operating performance on a continuing operations basis unless otherwise defined and are measures which are regularly reviewed by CRH management. These financial measures may not be uniformly defined by all companies and accordingly may not be directly comparable with similarly titled measures and disclosures by other companies. Certain information presented is derived from amounts calculated in accordance with U.S. GAAP but is not itself an expressly permitted GAAP measure. The non-GAAP financial measures as summarized below should not be viewed in isolation or as an alternative to the most directly comparable GAAP measure. Adjusted EBITDA is defined by CRH as earnings from continuing operations before interest, taxes, depreciation, depletion, amortization, loss on impairments, gain/loss on divestitures and investments, income/loss from equity method investments, substantial acquisition-related costs and pension expense/income excluding current service cost component. Adjusted EBITDA Margin is calculated by CRH by expressing Adjusted EBITDA as a percentage of total revenues. Net Debt comprises short and long-term debt, finance lease liabilities and current and noncurrent derivative financial instruments (net) less cash and cash equivalents. Adjusted Free Cash Flow is defined by CRH as net cash provided by operating activities adjusted for proceeds from disposal of long-lived assets less maintenance capital expenditure. Adjusted Free Cash Flow Conversion is defined as Adjusted Free Cash Flow divided by Net income. Management believes that Adjusted Free Cash Flow and Adjusted Free Cash Flow Conversion are useful metrics for both management and investors in evaluating the Company’s ability to generate cash flow from operations after making investments in maintaining its asset base. As is the case with the other non-GAAP measures presented, users should consider the limitations of using Adjusted Free Cash Flow and Adjusted Free Cash Flow conversion, including the fact that those measures do not provide a complete measure of our cash flows for any period. In particular, Adjusted Free Cash Flow and Adjusted Free Cash Flow conversion are not intended to be a measure of cash flow available for management’s discretionary use, as these measures do not reflect certain cash requirements, such as debt service requirements and other contractual commitments. Adjusted EBITDA is defined by Arcosa as EBITDA adjusted for certain items that are not reflective of the normal earnings of its business. Adjusted EBITDA Margin is defined by Arcosa as Adjusted EBITDA divided by revenues. These Non-GAAP Financial Measures should not be viewed in isolation the historical financial statements of the Company or Arcosa. This Presentation also includes forward-looking Non-GAAP Financial Measures for which a reconciliation is not practicable without unreasonable effort, as the Company is unable to reasonably forecast certain amounts that are necessary for such reconciliation.