Amrize Ltd (AMRZ) grows Q2 earnings while cash and debt positions shift
Amrize Ltd reported stronger results for the quarter ended June 30, 2026. Revenues were $3.49 billion, up from $3.22 billion a year earlier, and net income attributable to the company rose to $478 million from $417 million. Diluted EPS increased to $0.86 from $0.75. For the first six months, revenues reached $5.68 billion and net income attributable to the company was $373 million, compared with $5.31 billion and $323 million in 2025.
Building Materials revenue grew to $2.45 billion in the quarter with Segment Adjusted EBITDA of $793 million, while Building Envelope revenue was $1.05 billion with Segment Adjusted EBITDA of $237 million. The company completed the $425 million acquisition of PB Materials, adding $62 million of goodwill.
Amrize generated negative operating cash flow of $475 million in the first half, alongside $896 million used in investing, driven by high capital expenditures of $520 million and the PB Materials acquisition. Cash declined to $729 million from $1.92 billion at year-end, while total debt remained about $5.27 billion, including $735 million of commercial paper. The company launched a $1.0 billion share repurchase program and paid $304 million in dividends, including a $0.44 special dividend and the first $0.11 installment of the ordinary dividend. Amrize also revised prior-period financial statements to correct an understatement of extended warranty deferred revenue, which was $78 million at December 31, 2025.
Positive
- Net income attributable to the company rose 14.7% year over year in Q2 2026 to $478 million from $417 million, with diluted EPS increasing to $0.86 from $0.75.
- The company completed a $425 million acquisition of PB Materials, expanding its Building Materials footprint and adding $62 million of goodwill.
- Amrize initiated a $1.0 billion share repurchase authorization and has already repurchased $178 million of stock, signaling active capital return alongside $304 million in dividends.
Negative
- First-half operating cash flow was negative $475 million, while investing activities used an additional $896 million, driving cash down from $1.92 billion to $729 million.
- Short-term borrowings under the commercial paper program reached $735 million by June 30, 2026, increasing reliance on short-term funding amid heavy capital spending and acquisitions.
Key Figures
Q2 2026 Revenues: $3,494 million
Q2 2026 Net Income Attributable: $478 million
Q2 2026 Diluted EPS: $0.86
+5 more
8 metrics
Q2 2026 Revenues
$3,494 million
For the three months ended June 30, 2026; up from $3,218 million in 2025
Q2 2026 Net Income Attributable
$478 million
For the three months ended June 30, 2026; up from $417 million in 2025
Q2 2026 Diluted EPS
$0.86
Diluted earnings per share for the three months ended June 30, 2026
Operating Cash Flow H1 2026
$(475) million
Net cash used in operating activities for the six months ended June 30, 2026
Capital Expenditures H1 2026
$520 million
Total capital expenditures for the six months ended June 30, 2026
Total Debt Principal
$5,266 million
Total principal of long-term debt as of June 30, 2026
Commercial Paper Outstanding
$735 million
Short-term borrowings under the Commercial Paper Program as of June 30, 2026
Share Repurchases 2026 YTD
$178 million
Repurchases of common stock during the six months ended June 30, 2026
Key Terms
Segment Adjusted EBITDA, Spin-Off, Commercial Paper Program, asset retirement obligations, +1 more
5 terms
Segment Adjusted EBITDA financial
"For both segments, the CODM uses Segment Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization"
Segment adjusted EBITDA is a measure of how much profit a specific part of a company generates from its everyday operations, before counting interest, taxes, depreciation, amortization and one‑off items. Investors use it like checking the fuel efficiency of one car in a fleet: it helps compare which business lines truly earn money, evaluate trend performance, and decide where to invest or cut costs without distortions from financing or accounting choices.
Spin-Off financial
"Holcim Ltd completed the previously announced Spin-Off of the Company through a distribution of 100% of the Company’s outstanding shares"
A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.
Commercial Paper Program financial
"The Company has a commercial paper program for the issuance of short-term promissory notes with a maximum aggregate principal amount of $2 billion"
A commercial paper program is a formal way a company issues very short-term IOUs to raise quick cash, typically for days to months, without using a bank loan. Investors care because it shows how the company manages short-term funding and how trustworthy it appears—like watching whether someone keeps using and repaying a credit card; frequent use or higher costs can signal cash strain, while smooth issuance suggests healthy liquidity.
asset retirement obligations financial
"Asset retirement obligation costs related to accretion of the Company’s liabilities and depreciation of the related assets"
Asset retirement obligations are a company’s recorded promise to pay for dismantling, cleaning up, or restoring property when a long-lived asset is retired — for example decommissioning a plant or removing equipment. Companies estimate the future cleanup cost today and book it as a liability (and add the cost to the asset), so it affects the balance sheet, reported profits over time, and future cash needs; investors watch it like a planned bill that can reduce cash available for returns.
Accumulated other comprehensive loss financial
"The changes in the balances for each component of Accumulated other comprehensive loss, net of tax, were as follows"
Accumulated other comprehensive loss is the running negative total of certain gains and losses that companies record outside their regular profit-and-loss statement, such as changes in the value of some investments, pension adjustments, or currency translation effects. It matters to investors because it reduces shareholders’ equity and reveals economic swings that haven’t affected reported net income yet — like a side ledger showing pending ups and downs that could influence future cash flow or balance-sheet strength.
Earnings Snapshot
Revenues Q2 2026: $3,494 million
Quarter and six months ended June 30, 2026
Revenues Q2 2026
$3,494 million
vs $3,218 million in Q2 2025
Net income attributable Q2 2026
$478 million
vs $417 million in Q2 2025
Diluted EPS Q2 2026
$0.86
vs $0.75 in Q2 2025
Segment Adjusted EBITDA Q2 2026
$1,030 million
vs $1,004 million in Q2 2025
Net income attributable H1 2026
$373 million
vs $323 million in H1 2025
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FAQ
How did Amrize (AMRZ) perform financially in Q2 2026?
Amrize reported Q2 2026 revenue of $3.49 billion and net income attributable to the company of $478 million, compared with $3.22 billion and $417 million in Q2 2025, with diluted EPS rising to $0.86 from $0.75.
What were Amrize (AMRZ)’s cash flow and cash balance for the first half of 2026?
For the first six months of 2026, Amrize generated negative operating cash flow of $475 million and used $896 million in investing, reducing cash and cash equivalents from $1.92 billion at year-end 2025 to $729 million at June 30, 2026.
How much debt does Amrize (AMRZ) have outstanding as of June 30, 2026?
Amrize reported total principal long-term debt of $5.27 billion, with $1.03 billion classified as current and $4.24 billion as long-term, plus $735 million of short-term borrowings under its commercial paper program.
What acquisitions did Amrize (AMRZ) complete in 2026 and at what cost?
Amrize completed the acquisition of PB Materials in the first quarter of 2026 for $425 million in cash consideration, adding inventories, property, plant and equipment, intangibles, and $62 million of goodwill to the Building Materials segment.
What capital return actions did Amrize (AMRZ) take in 2026?
In 2026, Amrize authorized a $1.0 billion share repurchase program and repurchased $178 million of stock in Q2. It also paid $304 million in dividends, including a $0.44 special dividend and a $0.11 ordinary dividend installment.
Did Amrize (AMRZ) revise any prior period financial statements in this 10-Q?
Yes. Amrize revised prior-period financial statements to correct an understatement of deferred revenue related to extended warranties, including $78 million at December 31, 2025, along with other immaterial misstatements.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____________ to ______________
Commission file number: 1-42542
(Exact name of Registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
6300 | |||||
(Address of Principal Executive Offices) | (Zip Code) | ||||
+ 41 41 562 3490
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class | Trading symbols(s) | Name of exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files). Yes ☒ No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
☒ | Accelerated filer | ☐ | ||
Non-accelerated filer | ☐ | Smaller reporting company | ||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒ .
As of July 31, 2026, the number of outstanding Ordinary Shares was 546,925,644 , net of Treasury Shares.
2
Amrize Ltd
ITEM | PAGE |
PART I - FINANCIAL INFORMATION | 4 |
Item 1. Financial Statements | 4 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 44 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 58 |
Item 4. Controls and Procedures | 58 |
PART II - OTHER INFORMATION | 59 |
Item 1. Legal Proceedings | 59 |
Item 1A. Risk Factors | 59 |
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities | 59 |
Item 3. Defaults Upon Senior Securities | 59 |
Item 4. Mine Safety Disclosures | 59 |
Item 5. Other Information | 59 |
Item 6. Exhibits | 60 |
Certain Terms
Unless the context requires otherwise, the “Company”, “Amrize”, “we”, “us”, or “our” refers to Amrize Ltd on a
consolidated basis. References to the Company’s “Ordinary Shares”, “Common Shares”, “Common Stock” or
“Company Shares” refer to our Ordinary Shares.
3
Amrize Ltd
Cautionary Note Regarding Forward-Looking Statements
Investors are cautioned that all statements in this Quarterly Report on Form 10-Q (the “Quarterly Report”) that relate to the future
involve risks and uncertainties, and are based on assumptions that we believe in good faith are reasonable but which may be
materially different from actual results. These statements, which are forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act, provide
the investor with the Company’s expectations or forecasts of future events. These forward-looking statements concern our goals,
beliefs, expectations, strategies, objectives, plans, future operating results and underlying assumptions, and other statements that
are not necessarily based on historical facts. Without limitation, you can identify these statements by the fact that they do not
relate strictly to historical or current facts, and these statements may contain words such as “may,” “will,” “could,” “should,”
“might,” “projects,” “expects,” “believes,” “anticipates,” “intends,” “plans,” “continue,” “estimate,” or “pursue,” or similar expressions,
or the negative or other variations thereof or comparable terms. In particular, they include statements relating to, among other
things, future actions, strategies, future performance, future revenues, income and cash flows, the outcome of contingencies such
as legal proceedings, and regulatory compliance. Actual results may differ materially from those contemplated (expressed or
implied) by such forward-looking statements because of, among other things, potential risks and uncertainties, such as:
•the effect of political, economic and market conditions and geopolitical events;
•the level of demand in the construction industry;
•the cyclicality of the industries and businesses in which our customers operate;
•changes in the cost and/or availability of raw materials required to run our business;
•energy and fuel costs;
•adverse weather conditions and natural disasters;
•the logistical and other challenges inherent in our operations;
•the actions and initiatives of current and potential competitors;
•the level and volatility of, interest rates and other market indices;
•the ability of Amrize to realize the expected synergies for our acquisitions;
•the ability of Amrize to achieve margin expansion goals;
•the ability of Amrize to maintain satisfactory credit ratings;
•the outcome of pending litigation or future litigation;
•the impact of current, pending and future legislation and regulation;
•factors related to the failure of Amrize to achieve some or all of the expected strategic benefits or opportunities
expected from the separation from Holcim Ltd (“Holcim”);
•material costs and expenses as a result of the separation from Holcim;
•our limited history operating as an independent, publicly traded company;
•our obligation to indemnify Holcim pursuant to the agreements entered into connection with the separation and the risk
Holcim may not fulfill any obligations to indemnify Amrize under such agreements;
•that under applicable tax law, Amrize may be liable for certain tax liabilities of Holcim following the separation if Holcim
were to fail to pay such taxes;
•the fact that Amrize may receive worse commercial terms from third-parties for services it used to receive from Holcim
prior to the separation;
•the fact that certain of Amrize's executive officers and directors may have actual or potential conflicts of interest
because of their previous positions at Holcim; and
•potential difficulties in maintaining relationships with key personnel.
These are only some of the factors that may affect the forward-looking statements contained in this Quarterly Report. We operate
in a very competitive and rapidly changing environment. New risks emerge from time to time. Other risks and uncertainties include
those described elsewhere in this Quarterly Report, including Item 2, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and Item 3, “Quantitative and Qualitative Disclosures About Market Risk” of Part I, and Item 1,
“Legal Proceedings” and Item 1A, “Risk Factors” of Part II; in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2025, including Item 1A, “Risk Factors,” Item 7, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” and Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” and the Company’s other filings
and submissions within the Securities and Exchange Commission.
It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any
factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking
statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this
Quarterly Report and our future levels of activity and performance, may not occur and actual results could differ materially and
adversely from those described or implied in the forward-looking statements. As a result, you should not regard any of these
forward-looking statements as a forecast, or as a representation or warranty or guarantee of future performance by us or any
other person, or place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of
the date on which it is made, and we do not undertake or assume any obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future developments, or otherwise, except as required by law. You are advised
to review any further disclosures we make on related subjects in our filings with the SEC and in our other public statements.
4
Amrize Ltd
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations (Unaudited)
(In millions, except per share data)
For the three months | For the six months | |||||||
ended June 30, | ended June 30, | |||||||
2026 | 2025 | 2026 | 2025 | |||||
Revenues | $ | $ | $ | $ | ||||
Cost of revenues | ( | ( | ( | ( | ||||
Gross profit | ||||||||
Selling, general and administrative expenses | ( | ( | ( | ( | ||||
Gain on disposal of long-lived assets | ||||||||
Loss on impairments | ( | ( | ( | ( | ||||
Operating income | ||||||||
Interest expense, net | ( | ( | ( | ( | ||||
Other non-operating income, net | ( | |||||||
Income before income tax expense and income from equity method investments | ||||||||
Income tax expense | ( | ( | ( | ( | ||||
Income from equity method investments | ||||||||
Net income | ||||||||
Net loss attributable to noncontrolling interests | ||||||||
Net income attributable to the Company | $ | $ | $ | $ | ||||
Earnings per share attributable to the Company: | ||||||||
Basic | $ | $ | $ | $ | ||||
Diluted | $ | $ | $ | $ | ||||
Weighted-average number of shares outstanding: | ||||||||
Basic | ||||||||
Diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
Amrize Ltd
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In millions)
For the three months | For the six months | |||||||
ended June 30, | ended June 30, | |||||||
2026 | 2025 | 2026 | 2025 | |||||
Comprehensive income: | ||||||||
Net income | $ | $ | $ | $ | ||||
Comprehensive income (loss), net of tax: | ||||||||
Foreign currency translation | ( | ( | ||||||
Net change in fair value of cash flow hedges, net of tax | ( | ( | ||||||
Actuarial losses and prior service costs for defined benefit pension plans and other postretirement benefit plans, net of tax | ( | ( | ( | ( | ||||
Total other comprehensive income (loss), net of tax | ( | ( | ||||||
Total comprehensive income | ||||||||
Comprehensive loss attributable to noncontrolling interests | ||||||||
Comprehensive income attributable to the Company | $ | $ | $ | $ | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
Amrize Ltd
Condensed Consolidated Balance Sheets
(In millions, except share data)
As of June 30, | As of December 31, | |||
2026 | 2025 | |||
(unaudited) | ||||
Assets | ||||
Current Assets: | ||||
Cash and cash equivalents | $ | $ | ||
Accounts receivable, net | ||||
Inventories, net | ||||
Prepaid expenses and other current assets | ||||
Total current assets | ||||
Property, plant and equipment, net | ||||
Goodwill | ||||
Intangible assets, net | ||||
Operating lease right-of-use assets, net | ||||
Other noncurrent assets | ||||
Total Assets | $ | $ | ||
Liabilities and Equity | ||||
Current Liabilities: | ||||
Accounts payable | $ | $ | ||
Short-term borrowings | ||||
Current portion of long-term debt | ||||
Operating lease liabilities | ||||
Other current liabilities | ||||
Total current liabilities | ||||
Long-term debt | ||||
Deferred income tax liabilities | ||||
Noncurrent operating lease liabilities | ||||
Other noncurrent liabilities | ||||
Total Liabilities | ||||
Commitments and contingencies (see Note 18) | ||||
Equity | ||||
Common stock, par value of $ | ||||
Additional paid-in capital | ||||
Retained earnings | ||||
Treasury stock, December 31, 2025 | ( | |||
Accumulated other comprehensive loss | ( | ( | ||
Total equity attributable to the Company | ||||
Noncontrolling interests | ( | ( | ||
Total Equity | ||||
Total Liabilities and Equity | $ | $ |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
Amrize Ltd
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In millions)
For the six months ended June 30, | ||||
2026 | 2025 | |||
Cash Flows from Operating Activities: | ||||
Net income | $ | $ | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Depreciation, depletion, accretion and amortization | ||||
Share-based compensation | ||||
Deferred tax benefit (expense) | ( | |||
Other items, net | ||||
Changes in operating assets and liabilities, net of effects of acquisitions: | ||||
Accounts receivable, net | ( | ( | ||
Due from related party | ||||
Inventories, net | ( | ( | ||
Accounts payable | ( | |||
Due to related party | ( | |||
Other assets | ( | ( | ||
Other liabilities | ( | ( | ||
Defined benefit pension plans and other postretirement benefit plans | ( | ( | ||
Net cash used in operating activities | ( | ( | ||
Cash Flows from Investing Activities: | ||||
Purchases of property, plant and equipment | ( | ( | ||
Acquisitions, net of cash acquired | ( | ( | ||
Net decrease in short-term related-party notes receivable from cash pooling program | ||||
Other investing activities, net | ( | |||
Net cash used in investing activities | ( | ( | ||
Cash Flows from Financing Activities: | ||||
Transfers to Holcim, net | ( | |||
Proceeds from short-term borrowings, net | ||||
Proceeds from issuance of long-term debt, net of discount | ||||
Payments of debt issuance costs | ( | |||
Net repayments of short-term related-party debt | ( | |||
Proceeds from debt-for-debt exchange with Holcim | ||||
Proceeds from issuances of long-term related-party debt | ||||
Repayments of long-term related-party debt | ( | |||
Payments of finance lease obligations | ( | ( | ||
Repurchases of common stock | ( | |||
Dividends paid | ( | |||
Other financing activities, net | ( | |||
Net cash provided by (used in) financing activities | ( | |||
Effect of exchange rate changes on cash and cash equivalents | ( | |||
Decrease in cash and cash equivalents | ( | ( | ||
Cash and cash equivalents at the beginning of period | ||||
Cash and cash equivalents at the end of period | $ | $ | ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8
Amrize Ltd
Condensed Consolidated Statements of Equity (Unaudited)
For the Three Months Ended June 30, 2026 and 2025
(In millions)
Common stock | Treasury stock | Additional paid-in | Retained | Net parent | Accumulated other comprehensive | Equity attributable to noncontrolling | Total | |||
Shares | Amount | Shares | Amount | capital | earnings | investment | loss | interests | equity | |
Balance as of March 31, 2026 | $ | ( | $ | $ | $ | $ | $( | $( | $ | |
Net income | — | — | — | — | — | — | — | ( | ||
Other comprehensive loss, net of taxes | — | — | — | — | — | — | — | ( | — | ( |
Repurchases of common stock | — | — | ( | ( | — | — | — | — | — | ( |
Dividends | — | — | — | — | — | ( | — | — | — | ( |
Share-based compensation expense | — | — | — | — | — | — | — | — | ||
Shares withheld for employees’ income tax obligations and other | — | — | — | — | ( | — | — | — | — | ( |
Shares issued under employee share plans | — | — | — | — | — | — | — | — | ||
Balance as of June 30, 2026 | $ | ( | $( | $ | $ | $ | $( | $( | $ | |
Common stock | Treasury stock | Additional paid-in | Retained | Net parent | Accumulated other comprehensive | Equity attributable to noncontrolling | Total | |||
Shares | Amount | Shares | Amount | capital | earnings | investment | loss | interests | equity | |
Balance as of March 31, 2025 | $ | $ | $ | $ | $ | $( | $ | $ | ||
Net income | — | — | — | — | — | — | ( | |||
Other comprehensive income, net of taxes | — | — | — | — | — | — | — | — | ||
Net transfers from Holcim including Spin- Off related adjustments | — | — | — | — | — | — | — | |||
Issuance of Common stock, Treasury stock, and reclassification of Net parent investment | ( | — | — | ( | — | — | ||||
Balance as of June 30, 2025 | $ | ( | $ | $ | $ | $ | $( | $( | $ | |
9
Amrize Ltd
Condensed Consolidated Statements of Equity (Unaudited)
For the Six Months Ended June 30, 2026 and 2025
(In millions)
Common stock | Treasury stock | Additional paid-in | Retained | Net parent | Accumulated other comprehensive | Equity attributable to noncontrolling | Total | |||
Shares | Amount | Shares | Amount | capital | earnings | investment | loss | interests | equity | |
Balance as of December 31, 2025 | $ | ( | $ | $ | $ | $ | $( | $( | $ | |
Net income (loss) | — | — | — | — | — | — | — | ( | ||
Other comprehensive loss, net of taxes | — | — | — | — | — | — | — | ( | — | ( |
Repurchases of common stock | — | — | ( | ( | — | — | — | — | — | ( |
Dividends | — | — | — | — | — | ( | — | — | — | ( |
Share-based compensation expense | — | — | — | — | — | — | — | |||
Shares withheld for employees’ income tax obligations and other | — | — | — | — | ( | ( | — | — | — | ( |
Shares issued under employee share plans | — | — | — | — | — | — | — | — | ||
Balance as of June 30, 2026 | $ | ( | $( | $ | $ | $ | $( | $( | $ | |
Common stock | Treasury stock | Additional paid-in | Retained | Net parent | Accumulated other comprehensive | Equity attributable to noncontrolling | Total | |||
Shares | Amount | Shares | Amount | capital | earnings | investment | loss | interests | equity | |
Balance as of December 31, 2024 | $ | $ | $ | $ | $ | $( | $( | $ | ||
Net income (loss) | — | — | — | — | — | — | ( | |||
Other comprehensive income, net of taxes | — | — | — | — | — | — | — | — | ||
Changes in equity attributable to noncontrolling interests | — | — | — | — | — | — | ( | — | ||
Net transfers from Holcim including Spin- off-related adjustments | — | — | — | — | — | — | — | |||
Issuance of Common stock, Treasury stock and reclassification of Net parent investment | ( | — | — | ( | — | — | ||||
Balance as of June 30, 2025 | $ | ( | $ | $ | $ | $ | $( | $( | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
10
Note Listing | Page |
Note 1. Organization and basis of presentation | 11 |
Note 2. New accounting standards | 13 |
Note 3. Revenues | 14 |
Note 4. Acquisitions | 14 |
Note 5. Accounts receivable, net | 15 |
Note 6. Inventories, net | 15 |
Note 7. Property, plant and equipment, net | 16 |
Note 8. Goodwill and intangible assets, net | 16 |
Note 9. Additional financial information | 17 |
Note 10. Debt | 18 |
Note 11. Leases | 19 |
Note 12. Asset retirement obligations | 20 |
Note 13. Income taxes | 20 |
Note 14. Segment information | 20 |
Note 15. Pension and other postretirement benefits | 23 |
Note 16. Derivatives | 23 |
Note 17. Accumulated other comprehensive loss | 25 |
Note 18. Commitments and contingencies | 26 |
Note 19. Related party | 28 |
Note 20. Supplemental cash flow information | 30 |
Note 21. Earnings per share and shareholders’ equity | 30 |
Note 22. Share-based compensation | 31 |
Note 23. Revision of prior period financial statements | 32 |
Note 24. Subsequent events | 43 |
11
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
Organization
Amrize Ltd (the “Company”) is a building solutions company focused on the North American market, offering
customers a broad range of advanced building solutions from foundation to rooftop. The Company earns
revenue from the sale of cement, aggregates, ready-mix concrete, asphalt, roofing systems, and other
building solutions.
The Company is organized into two reportable segments — Building Materials and Building Envelope — that
are aligned with the products and services it provides and based upon the information used by the Chief
Operating Decision Maker (“CODM”) in evaluating the performance of the business and allocating resources
and capital.
•Building Materials: The Building Materials segment offers a range of branded solutions delivering
high-quality products for a wide range of applications. These include cement and aggregates, as well
as a variety of downstream products and solutions such as ready-mix concrete, asphalt, and other
construction materials.
•Building Envelope: The Building Envelope segment offers advanced roofing and wall systems,
including single-ply membranes, insulation, shingles, sheathing, waterproofing and protective
coatings, along with adhesives, tapes, and sealants.
On June 23, 2025 (the “Separation and Distribution Date”), Holcim Ltd (“Holcim”) completed the previously
announced Spin-Off of the Company (the “Spin-Off”) through a distribution of 100 % of the Company’s
outstanding shares (the “Distribution”) to holders of record of Holcim’s ordinary shares, on a pro rata basis as
a dividend-in-kind, as of the close of business on June 20, 2025, which resulted in the issuance of
Separation and Distribution Date and 13,793,444 shares not distributed to Holcim shareholders that were
held by the Company as treasury stock. In connection with the Distribution, the Company and Holcim
consummated a series of internal reorganization transactions resulting in the Company becoming the holder,
directly or through its subsidiaries, of the business, activities and operations of Holcim and its affiliates in the
United States, Canada, and Jamaica, as well as certain business activities in Switzerland and support
operations in Colombia. As a result of the Distribution, the Company became an independent public company.
The Company’s common stock is listed under the symbol “AMRZ” on the New York Stock Exchange and the
SIX Swiss Exchange.
Unless the context otherwise requires, references to “we,” “our,” “us,” and the “Company” refer to (i) Amrize
Ltd’s business prior to the Spin-Off as a carve-out business of Holcim and (ii) Amrize Ltd and its subsidiaries
following the Spin-Off.
The Company’s condensed consolidated financial statements and footnotes for the periods prior to the
completion of the Spin-Off were prepared on a “carve-out” basis, and were derived from the consolidated
financial statements and historical accounting records of Holcim. The Company’s condensed consolidated
financial statements for the periods beginning on and after June 23, 2025 are based on its financial position,
results of operations, and cash flows as a stand-alone company.
These unaudited condensed consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and
regulations of the United States Securities and Exchange Commission (“SEC”) applicable for interim periods.
While the unaudited condensed consolidated financial statements reflect all normal recurring adjustments
that are, in the opinion of management, necessary for fair presentation of the results of the interim period,
they do not include all of the disclosures provided in annual financial statements in accordance with U.S.
GAAP and SEC rules and regulations. These unaudited condensed consolidated financial statements should
be read in conjunction with the Company’s audited consolidated financial statements and accompanying
notes included within the Company’s Form 10-K for the year ended December 31, 2025, filed with the SEC
Prior to the Spin-Off, the Company operated as a wholly-owned subsidiary of Holcim and not as a standalone
company. For periods prior to the Spin-Off, the condensed consolidated balance sheet reflects all of the
assets and liabilities of Holcim that are specifically identifiable or directly attributable to the Company,
12
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
including Net parent investment as a component of equity. Net parent investment represents Holcim’s
historical investment in the Company and includes accumulated net income attributable to the Company and
the net effect of transactions with Holcim and its subsidiaries. See Note 19 (Related party) for additional
information. All intercompany balances and transactions within the Company have been eliminated in these
unaudited condensed consolidated financial statements.
Prior to the Spin-Off, the Company and Holcim had intercompany activity resulting in revenues and expenses
for both parties. As described in Note 19 (Related party), certain related party transactions between the
Company and Holcim have been included in these unaudited condensed consolidated financial statements.
Pursuant to the Spin-Off, Holcim ceased to be a related party to the Company and accordingly, no related
party transactions or balances have been reported subsequent to the Separation and Distribution Date.
Prior to the Spin-Off, the unaudited condensed consolidated financial statements included expense
allocations for certain corporate, infrastructure and other shared services provided by Holcim on a centralized
basis, including but not limited to accounting and financial reporting, treasury, tax, legal, human resources,
information technology, insurance, employee benefits, and other shared services that are either specifically
identifiable or directly attributable to the Company. These expenses were allocated to the Company on the
basis of direct usage when specifically identifiable, with the remainder predominantly allocated on a pro rata
basis using revenues. The Company’s management considers this allocation to be a reasonable reflection of
the utilization of services provided or the benefit received by the Company during the periods presented.
However, these expense allocations may not be indicative of the actual expenses that would have been
incurred had the Company been a standalone company during the periods presented, and they may not
reflect what the Company’s results of operations may be in the future. These costs are recorded in Cost of
revenues and Selling, general and administrative expenses. See Note 19 (Related party) for additional
information.
Historically, Holcim used a centralized approach to cash management and financing of operations. Prior to the
Spin-Off, a majority of the Company’s subsidiaries participated in Holcim’s centralized cash management and
financing function. While the Company maintained bank accounts in the name of its respective legal entities in
order to conduct day-to-day business, cash was managed centrally as part of the overall treasury function
and Holcim oversaw a cash pooling program whereby cash was swept from any subsidiary accounts,
including the Company’s accounts, on a daily basis. As such, cash and cash equivalents held by Holcim at the
corporate level were not specifically identifiable or directly attributable to the Company and, therefore, have
not been reflected in these unaudited condensed consolidated financial statements prior to the Spin-Off.
Rather, the Company’s residual cash pooling balances as of the end of each reporting period prior to the Spin-
Off were recorded within Related-party notes receivable. See Note 19 (Related party) for more information.
Further, prior to the Spin-Off, Holcim’s third-party debt and related interest expense was not attributed to the
Company because the Company was not considered the primary obligor of the debt, and the Company was
not a named guarantor or joint and severally liable for any of Holcim’s third-party debt. As part of the Spin-
Off, the Company issued senior unsecured notes and completed a bond exchange as described in Note 10
(Debt) in our 2025 Form 10-K. A portion of the proceeds from the issuance of the senior unsecured notes and
completion of the bond exchange was used to repay the Company’s related-party indebtedness due to
Holcim. Holcim also completed an equity contribution to the Company to settle the remaining related-party
indebtedness due to Holcim as described in Note 19 (Related party). Interest expense, net in the unaudited
condensed consolidated statements of operations reflects interest on borrowing and funding associated with
the related-party note agreements for periods prior to the Spin-Off. Subsequent to the Spin-Off, Interest
expense, net in the unaudited condensed consolidated statements of operations reflects interest expense
primarily related to the newly issued senior unsecured notes, the notes obtained in the bond exchange with
Holcim, the commercial paper program, and interest associated with other long-term debt.
In connection with the Spin-Off, the Company entered or adopted several agreements, including a Separation
and Distribution Agreement, Transition Services Agreement (“TSA”), and Tax Matters Agreement, among
others, that provide a framework for the post-separation relationship between the Company and Holcim.
Under the TSA, the services provided to the Company ended in February of 2026, while certain services that
the Company provides to Holcim are expected to continue through June of 2027. See Note 19 (Related party)
for more information on these agreements.
Additionally, in relation to the Spin-Off, Holcim allocated $6 million of transaction costs to the Company for
the three months ended June 30, 2025 and $11 million for the six months ended June 30, 2025. These
allocated transaction costs correspond to the costs incurred by Holcim that are directly attributable to the
Company, such as rebranding costs, employee-related costs (i.e., recruitment and relocation expenses), and
13
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
costs to establish certain standalone functions. These costs are recorded in Selling, general and
administrative expenses, and are deemed to be settled in the period in which the costs are included in Net
parent investment on the condensed consolidated balance sheet for periods prior to the Spin-Off. The
Company also directly recorded certain non-recurring transaction costs related to the Spin-Off. See Note 14
(Segment information) for detail on total non-recurring Spin-Off and separation-related costs.
These unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP,
which requires management to make assumptions and estimates about future events and apply judgments
that affect the amounts of assets, liabilities, revenues and expenses reported on these unaudited condensed
consolidated financial statements and accompanying notes. The Company has continued to follow the
accounting policies set forth in the audited consolidated financial statements and accompanying notes
included within the Company’s 2025 Form 10-K filed with the SEC. Management’s assumptions, estimates,
and judgments are based on historical experience, current trends, and other factors that management
believes to be reasonable under the circumstances.
On a regular basis, management reviews the accounting policies, assumptions, estimates, and judgments to
ensure that these unaudited condensed consolidated financial statements are presented fairly and in
accordance with U.S. GAAP, and the Company revises its estimates, as appropriate, when events or changes
in circumstances indicate that revisions may be necessary. These unaudited condensed consolidated
financial statements reflect, in the opinion of management, all material adjustments (which include only
normal recurring adjustments) necessary to fairly state, in all material respects, the results of operations,
financial position, and cash flows of the Company for the periods presented.
Estimates and assumptions have been based on the available information and regulations in place as of June
30, 2026. Although these assumptions and estimates are based on management’s knowledge of, and
experience with, past and current events, actual results could differ materially from these assumptions and
estimates.
The carrying values of the Company’s Cash and cash equivalents and Short-term borrowings approximate
their fair values because of the short-term nature of these instruments. See Note 10 (Debt) for disclosures on
instruments.
During the three months ended June 30, 2026, the Company identified prior period misstatements. In
evaluating these misstatements together with previously identified uncorrected misstatements (collectively,
the “Other Misstatements”), the Company concluded that, while the aggregate misstatements were not
material to any previously issued consolidated financial statements, correcting them in the current period
would have been material to the Company's consolidated results of operations for the three and six months
ended June 30, 2026 and would be material to the Company's forecasted consolidated results of operations
for the year ended December 31, 2026. The most significant misstatement relates to an understatement of
deferred revenue associated with extended warranty arising from its acquisitions of Duro-Last in 2023 and
Malarkey in 2022, both within the Building Envelope segment. The understatement of deferred revenue was
$78 million and $76 million as of December 31, 2025 and March 31, 2026, respectively. Accordingly, the
Company has revised its previously issued financial statements and related disclosures as of December 31,
2025, as of and for the three months ended March 31, 2025, as of and for the three and six months ended
June 30, 2025, and as of and for the three months ended March 31, 2026 to correct the extended warranty
misstatement and other unrelated immaterial misstatements. See Note 23 (Revision of prior period financial
statements) for additional information and a summarized quantification of the revised financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income -
Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.
14
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03.
The standard is intended to require more detailed disclosures about specified categories of expenses
(including employee compensation, depreciation and amortization) included in certain expense captions
presented on the face of the statements of operations. ASU 2024-03, as clarified by ASU 2025-01, is
effective for fiscal years beginning after December 15, 2026, and for interim periods within annual reporting
periods beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied
either prospectively to financial statements issued for reporting periods after the effective date of ASU
2024-03 or retrospectively to any or all prior periods presented in the financial statements. The Company is
currently evaluating the new standard to determine the impact ASU 2024-03 may have on its financial
statements and related disclosures, and expects to make additional disclosures upon adoption.
The Company primarily earns revenue from the sale of Building Materials products and Building Envelope
products. Revenue is disaggregated by product line, which the Company believes best depicts how the
nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
For the three months | For the six months | |||||||
ended June 30, | ended June 30, | |||||||
(In millions) | 2026 | 2025 | 2026 | 2025 | ||||
Building Materials | ||||||||
Cement | $ | $ | $ | $ | ||||
Aggregates and other construction materials | ||||||||
Interproduct revenues | ( | ( | ( | ( | ||||
Building Envelope | ||||||||
Total Revenues | $ | $ | $ | $ | ||||
Contract assets include estimated earnings in excess of billings on uncompleted construction contracts. The
current portion of contract assets were $60 million, $25 million, $59 million, and $30 million as of June 30,
2026, December 31, 2025, June 30, 2025, and December 31, 2024, respectively, and are included within
Prepaid expenses and other current assets on the condensed consolidated balance sheets. The noncurrent
portion of contract assets were $10 million, $8 million, $19 million, and $8 million as of June 30, 2026,
December 31, 2025, June 30, 2025, and December 31, 2024, respectively, and are included within Other
noncurrent assets on the condensed consolidated balance sheets.
Contract liabilities
Contract liabilities relate to payments received in advance of performance under a contract, primarily related
to extended service warranties in the Building Envelope segment. Contract liabilities are recognized as
revenue as (or when) the Company performs under the contract. Contract liabilities were $488 million, $519
million, $462 million, and $477 million as of June 30, 2026, December 31, 2025, June 30, 2025, and
December 31, 2024, respectively. The Company’s remaining performance obligations represent the
transaction price allocated to performance obligations that are unsatisfied or partially satisfied, consisting of
deferred revenue. The Company expects to recognize $55 million of the deferred revenue during the next
Amrize strategically acquires companies in order to increase its footprint and offer products that diversify its
existing offerings. Acquisitions of businesses are accounted for as business combinations using the
acquisition method in accordance with ASC Topic 805, Business Combinations. The results of acquired
businesses have been included in these unaudited condensed consolidated financial statements beginning on
the acquisition date.
15
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company completed the acquisition of PB Materials, a provider of aggregates and ready-mix solutions in
the West Texas region, in the three months ended March 31, 2026 for total cash consideration of
$425 million.
The operating results of the acquisition is reported in the Building Materials segment. Pro forma financial
information reflecting the effects of the acquisition for the six months ended June 30, 2026 are not
presented, as the business combination is not material to the Company’s results of operations.
as follows:
(In millions) | Total 2026 Acquisitions | |
Total consideration | $ | |
Total assets and liabilities acquired | ||
Inventories | ||
Property, plant and equipment | ||
Intangible assets | ||
Net working capital | ||
Deferred tax liabilities | ( | |
Other liabilities assumed | ( | |
Total identifiable net assets at fair value | ||
Goodwill | ||
Total estimated fair value of net assets | $ |
Goodwill arising from the acquisition represents the excess of the consideration paid over the fair value of net
assets acquired. Goodwill, which is not deductible for tax purposes, was assigned to the Building Materials
segment.
As of | As of | |||
(In millions) | June 30, 2026 | December 31, 2025 | ||
Trade receivables | $ | $ | ||
Less: allowance for credit losses | ( | ( | ||
Other current receivables, net | ||||
Accounts receivable, net | $ | $ |
(In millions) | 2026 | 2025 | ||
Balance as of January 1 | $ | $ | ||
Charge-offs | ( | |||
Provision for credit losses | ||||
Balance as of June 30 | $ | $ |
As of | As of | |||
(In millions) | June 30, 2026 | December 31, 2025 | ||
Raw materials, parts, and supplies | $ | $ | ||
Semi-finished and finished goods | ||||
Total inventories, net | $ | $ |
16
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of | As of | |||
(In millions) | June 30, 2026 | December 31, 2025 | ||
Land and mineral reserves | $ | $ | ||
Buildings and installations | ||||
Machines, furniture, vehicles and tools | ||||
Construction in progress | ||||
Finance lease right-of-use assets | ||||
Total property, plant and equipment | ||||
Less: accumulated depreciation, depletion and impairment | ( | ( | ||
Property, plant and equipment, net | $ | $ |
Depreciation and depletion expense was $217 million and $187 million for the three months ended June 30,
2026 and 2025, respectively, and $416 million and $368 million for the six months ended June 30, 2026 and
2025, respectively. Depreciation expense is recorded within Cost of revenues and Selling, general and
administrative expenses on the unaudited condensed consolidated statements of operations and depletion
expense is recorded within Cost of revenues on the unaudited condensed consolidated statements of
operations.
The Company recorded $2
and $2
The Company recorded gains on disposals of long-lived assets of $3 million and $4 million for the three
months ended June 30, 2026 and 2025, respectively, and $8 million and $5 million for the six months ended
June 30, 2026 and 2025, respectively.
Goodwill
(In millions) | Building Materials | Building Envelope | Total | |||
Balance as of January 1, 2026 | $ | $ | $ | |||
Acquisitions | ||||||
Foreign currency translation adjustment and other | ( | ( | ||||
Balance as of June 30, 2026 | $ | $ | $ |
No goodwill impairment triggering events were identified during the six months ended June 30, 2026. There
were no accumulated impairment losses in the reported periods.
Intangible assets, net
Amortization of long-lived intangible assets was $37 million and $35 million for the three months ended June
30, 2026 and 2025, respectively, and $71 million and $69 million for the six months ended June 30, 2026 and
2025, respectively, and is included within Cost of revenues and Selling, general and administrative expenses
on the unaudited condensed consolidated statements of operations. The Company does not have any
indefinite-lived intangible assets other than goodwill.
17
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of | As of | |||
(In millions) | June 30, 2026 | December 31, 2025 | ||
Employee-related liabilities other than pension | $ | $ | ||
Finance lease liabilities | ||||
Accrued purchases of property, plant and equipment | ||||
Accrued interest | ||||
Income tax payable | ||||
Contract liabilities | ||||
Indirect taxes | ||||
Asset retirement obligations | ||||
Self-insurance reserves | ||||
Pension liabilities | ||||
Standard warranty reserves | ||||
Other(1) | ||||
Total Other current liabilities | $ | $ |
_________________
(1)Other current liabilities includes litigation reserves and withholding taxes related to the share repurchases.
As of | As of | |||
(In millions) | June 30, 2026 | December 31, 2025 | ||
Contract liabilities | $ | $ | ||
Finance lease liabilities | ||||
Asset retirement obligations | ||||
Pension liabilities | ||||
Liabilities for unrecognized tax benefits | ||||
Self-insurance reserves | ||||
Standard warranty reserves | ||||
Environmental remediation liabilities | ||||
Other(1) | ||||
Total Other noncurrent liabilities | $ | $ |
__________________
(1)Other noncurrent liabilities primarily consist of litigation reserves, end of lease costs, derivative liabilities, and employee-related
liabilities other than pensions.
18
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
Effective interest rate as of June 30, | As of June 30, | As of December 31, | ||||
(In millions) | 2026 | 2026 | 2025 | |||
$ | $ | |||||
Other | ||||||
Total principal | ||||||
Unamortized premiums and debt issuance costs | ||||||
Total long-term debt | ||||||
Less: current portion of long-term debt | ( | ( | ||||
Long-term debt | $ | $ |
Debt is reported on the condensed consolidated balance sheets at par value adjusted for unamortized
discount or premium and unamortized issuance costs. The fair value of the Company’s long-term debt was
$4,272 million as of June 30, 2026 (comprised of $4,219 million in unsecured notes and $53 million in other
long-term debt), compared to $5,047 million as of December 31, 2025 ($4,989 million in unsecured notes and
$58 million in other long-term debt). The fair value of the unsecured notes is based on listed market prices
and was categorized as Level 1 in the fair value hierarchy.
(In millions) | As of June 30, 2026 | |
Carrying amount | $ | |
Fair value | $ |
The Company recognized interest expense related to third-party debt of $78 million and $54 million for the
three months ended June 30, 2026 and 2025, respectively, and $150 million and $65 million for the six
months ended June 30, 2026 and 2025, respectively. Debt issuance costs amortized to Interest expense, net
on the unaudited condensed consolidated statements of operations were immaterial for the three and six
months ended June 30, 2026 and 2025. Third-party interest income was $5 million and $15 million for the
three months ended June 30, 2026 and 2025, respectively, and $13 million and $24 million for the six months
ended June 30, 2026 and 2025, respectively. See Note 19 (Related party) for interest expense related to
borrowings and funding associated with the related-party note agreements for periods prior to the Spin-Off.
Bank credit
The Company has a commercial paper program for the issuance of short-term promissory notes with a
maximum aggregate principal amount of $2 billion outstanding at any time (“Commercial Paper Program”).
The Commercial Paper Program provides for private placements in the United States under Section 4(a)(2) of
the Securities Act. The short-term promissory notes issued under the Commercial Paper Program will be
unsecured notes ranking at least pari passu with all of our other senior unsecured indebtedness. These short-
term promissory notes are anticipated to be offered at par less a discount representing an interest factor or, if
interest bearing, at par. During the three and six months ended June 30, 2026, the Company utilized the
19
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
Commercial Paper Program. As of June 30, 2026, the amount outstanding was $735 million. The weighted
average interest rate for borrowings under the Commercial Paper Program was 4.15 % as of June 30, 2026.
There were no borrowings outstanding under the Commercial Paper Program as of December 31, 2025.
The Company has a 5-year committed, senior unsecured revolving credit facility that may be used for general
corporate purposes (the “Revolving Credit Facility”) with commitments of $2 billion. There were no
outstanding balances under the Revolving Credit Facility as of June 30, 2026 and December 31, 2025.
Covenants
Certain debt instruments contain restrictive covenants, including a financial covenant that requires the
Company to maintain a Consolidated Net Leverage Ratio (as defined in the Credit Agreement), which
measures consolidated net debt as of such date relative to consolidated earnings before interest, taxes,
depreciation and amortization for the four consecutive fiscal quarters then ended, of no more than 3.75 to 1,
tested at the end of each fiscal quarter. As of June 30, 2026, the Company was in compliance with the
financial covenants of its debt agreements.
The Company has significant operating and finance leases, including buildings and installations, land,
machinery and equipment, furniture and fixtures, land fleet equipment, marine fleet equipment, and rail fleet
equipment located primarily in the United States and Canada.
As of | As of | |||
(In millions) | June 30, 2026 | December 31, 2025 | ||
Operating lease right-of-use assets, net | $ | $ | ||
Finance lease right-of-use assets, net | ||||
Total lease assets, net | $ | $ | ||
Current portion of operating lease liabilities | $ | $ | ||
Current portion of finance lease liabilities | ||||
Noncurrent portion of operating lease liabilities | ||||
Noncurrent portion of finance lease liabilities | ||||
Total lease liabilities | $ | $ |
Finance lease right-of-use assets, net are included as a component of Property, plant and equipment, net on
the condensed consolidated balance sheets. The current portion of finance lease liabilities are included within
Other current liabilities, and the noncurrent portion of finance lease liabilities are included within Other
noncurrent liabilities on the condensed consolidated balance sheets.
consolidated statements of operations:
For the three months | For the six months | |||||||
ended June 30, | ended June 30, | |||||||
(In millions) | 2026 | 2025 | 2026 | 2025 | ||||
Operating lease expense | $ | $ | $ | $ | ||||
Finance lease expense: | ||||||||
Amortization of leased assets | ||||||||
Interest on lease liabilities | ||||||||
Short term lease cost | ||||||||
Variable lease cost | ||||||||
Total lease expense | $ | $ | $ | $ | ||||
20
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
the related assets were as follows:
For the three months | For the six months | |||||||
ended June 30, | ended June 30, | |||||||
(In millions) | 2026 | 2025 | 2026 | 2025 | ||||
Accretion | $ | $ | $ | $ | ||||
Depreciation | ||||||||
Total costs | $ | $ | $ | $ | ||||
The following summarizes the current and noncurrent portions of the Company’s liability for asset retirement
obligations, as presented in Other current liabilities and Other noncurrent liabilities, respectively, on the
condensed consolidated balance sheets:
As of | As of | |||
(In millions) | June 30, 2026 | December 31, 2025 | ||
Current ARO liability | $ | $ | ||
Noncurrent ARO liability | ||||
Total ARO liability | $ | $ |
(In millions) | 2026 | |
Balance as of January 1 | $ | |
Accretion expense | ||
Liabilities settled | ( | |
Foreign currency translation adjustment | ( | |
Balance as of June 30 | $ |
The Company’s interim provision for income tax is determined based on our estimated annual effective tax
rate, adjusted for tax attributable to infrequent or unusual items, which are recognized in the period in which
they occur. The provision for income taxes and the effective tax rates for the periods presented were as
follows:
For the three months | For the six months | |||||||
ended June 30, | ended June 30, | |||||||
(In millions, except for percentage data) | 2026 | 2025 | 2026 | 2025 | ||||
Total income tax expense | $ | $ | $ | $ | ||||
Effective income tax rate | ||||||||
The 2026 effective income tax rate was primarily impacted by an adjustment to uncertain tax positions. The
2025 effective income tax rate was primarily impacted by the Organization for Economic Co-operation and
Development Pillar Two (‘‘OECD Pillar Two’’) regulatory guidance released in January 2025, which resulted in a
reduction in the OECD Pillar Two tax.
The Company is organized into two reportable segments — Building Materials and Building Envelope — that
are aligned with the products and services it provides and based upon the information used by the CODM in
evaluating the performance of the business and allocating resources and capital. The Building Materials
segment offers a range of branded solutions delivering high-quality products for a wide range of applications.
21
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
These include cement and aggregates, as well as a variety of downstream products and solutions such as
ready-mix concrete, asphalt, and other construction materials. The Building Envelope segment offers
advanced roofing and wall systems, including single-ply membranes, insulation, shingles, sheathing,
waterproofing and protective coatings, along with adhesives, tapes, and sealants that are critical to the
application of roofing and wall systems.
The Company determines its operating segments based on the discrete financial information that is regularly
evaluated by its CODM in deciding how to allocate resources and in assessing performance. The CODM was
determined to be the Company’s CEO as he is responsible for allocating resources and assessing
performance. The discrete financial information regularly evaluated by the CODM and operating segment
conclusions are consistent prior to and following the completion of the Spin-Off. For both segments, the
CODM uses Segment Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) in
the financial planning and resource allocation process. The CODM considers Segment Adjusted EBITDA on a
monthly basis to evaluate the performance of each segment and make decisions about allocating resources
to each segment. Segment Adjusted EBITDA excludes the impact of Depreciation, depletion, accretion and
amortization, Loss on impairments, unallocated corporate costs, acquisition and integration-related costs,
certain litigation-related costs, Spin-Off and separation-related costs, restructuring and other costs, Interest
expense, net, and Other non-operating income, net. The accounting policies applicable to each segment are
consistent with those used on these unaudited condensed consolidated financial statements.
Certain totals presented below may not agree with the line items on the unaudited condensed consolidated
statements of operations primarily due to (i) depreciation, depletion, accretion and amortization and (ii)
unallocated corporate costs.
For the three months | For the six months | |||||||
ended June 30, | ended June 30, | |||||||
(In millions) | 2026 | 2025 | 2026 | 2025 | ||||
Revenues: | ||||||||
Building Materials | $ | $ | $ | $ | ||||
Building Envelope | ||||||||
Total Revenues | $ | $ | $ | $ | ||||
Cost of revenues: | ||||||||
Building Materials | $ | $ | $ | $ | ||||
Building Envelope | ||||||||
Total cost of revenues | $ | $ | $ | $ | ||||
Other segment expenses(1): | ||||||||
Building Materials | $ | $ | $ | $ | ||||
Building Envelope | ||||||||
Total other segment expenses | $ | $ | $ | $ | ||||
Segment Adjusted EBITDA: | ||||||||
Building Materials | $ | $ | $ | $ | ||||
Building Envelope | ||||||||
Total Segment Adjusted EBITDA | $ | $ | $ | $ | ||||
_________
(1)Other segment expenses consist of selling, general and administrative expenses, and gains on disposals of long-lived assets.
22
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
For the three months | For the six months | |||||||
ended June 30, | ended June 30, | |||||||
(In millions) | 2026 | 2025 | 2026 | 2025 | ||||
Total Segment Adjusted EBITDA | $ | $ | $ | $ | ||||
Reconciling items: | ||||||||
Depreciation, depletion, accretion and amortization | ( | ( | ( | ( | ||||
Interest income | ||||||||
Interest expense | ( | ( | ( | ( | ||||
Acquisition and integration-related costs(1) | ( | ( | ( | ( | ||||
Litigation-related settlements (costs)(2) | ( | ( | ||||||
Loss on impairments(3) | ( | ( | ( | ( | ||||
Restructuring and other costs(4) | ( | ( | ( | ( | ||||
Spin-off and separation-related costs(5) | ( | ( | ( | ( | ||||
Unallocated corporate costs | ( | ( | ( | ( | ||||
Other non-operating income, net(6) | ( | |||||||
Total reconciling items | ( | ( | ( | ( | ||||
Income before income tax expense and income from equity method investments | $ | $ | $ | $ | ||||
_________
(1)Acquisition and integration-related costs are those incurred for business combinations (including advisory, legal, valuation, and other
professions fees) as well as the unfavorable effects of purchase accounting. Certain warranty charges related to pre-acquisition
manufacturing issues are also included.
(2)Litigation-related settlements (costs) include certain litigation settlements, environmental remediation, and legal-related consulting and
professional fees that are not representative of expenses arising in the ordinary course of business.
(3)Loss on impairments consist of one-time charges on the Company’s investments and property, plant, and equipment.
(4)Restructuring and other costs include charges associated with non-core sites and termination-related severance costs
(5)Spin-Off and separation-related costs notably include rebranding costs and professional services supporting Sarbanes-Oxley
implementation efforts.
(6)Other non-operating income, net primarily consists of costs related to gains on proceeds from property and casualty insurance.
For the three months | For the six months | |||||||
ended June 30, | ended June 30, | |||||||
(In millions) | 2026 | 2025 | 2026 | 2025 | ||||
Capital expenditures(1): | ||||||||
Building Materials | $ | $ | $ | $ | ||||
Building Envelope | ||||||||
Total capital expenditures | $ | $ | $ | $ | ||||
__________________
(1)Capital expenditures for the three and six months ended June 30, 2026 and 2025 exclude noncash transactions for capital expenditure-
related accounts payable.
23
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of | As of | |||
(In millions) | June 30, 2026 | December 31, 2025 | ||
Segment assets(1): | ||||
Building Materials | $ | $ | ||
Building Envelope | ||||
Total segment assets | ||||
Other assets(2) | ||||
Total assets | $ | $ |
__________________
(1)Segment assets are comprised of Accounts receivable, net, Inventories, net, Property, plant and equipment, net, Goodwill, Intangible
assets, net, and Operating lease right-of-use assets, net.
(2)Other assets are mainly comprised of Cash and cash equivalents, Other current and noncurrent assets, and corporate assets.
Defined benefit pension plans
The Company sponsors various defined benefit pension plans for employees, which are largely closed to new
entrants and frozen to future accruals, as described in Note 15 (Pension and other postretirement benefits) in
our 2025 Form 10-K. Defined benefit pension plans had net periodic pension costs of $2 million and $1 million
for the three months ended June 30, 2026 and 2025, respectively, and $5 million and $3 million for the six
months ended June 30, 2026 and 2025, respectively. Other postretirement benefit plans had net periodic
postretirement benefit costs of $2 million and $1 million for the three months ended June 30, 2026 and 2025,
respectively, and $2
Defined contribution plans
The Company sponsors various defined contribution plans for U.S. and Canadian employees. Expense
recognized with the defined contribution plans totaled $21
30, 2026 and 2025, and $50 million and $48 million for the six months ended June 30, 2026 and 2025,
respectively. Related expenses are included within Cost of revenues and Selling, general and administrative
expenses on the unaudited condensed consolidated statements of operations.
Union-sponsored multiemployer pension plans
The Company participates in and contributes to various union-sponsored multiemployer pension plans for
U.S. and Canadian employees. The risks of participating in multiemployer pension plans differ from single
employer plans as follows:
•Assets contributed to a multiemployer pension plan by one employer may be used to provide
benefits to employees of other participating employers;
•If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be
borne by the remaining participating employers; and
•If the Company chooses to stop participating in one or more of the multiemployer pension plans to
which it contributes, the Company may be required to pay those plans an amount based on the
underfunded status of the plan, referred to as a withdrawal liability.
Total contributions to union-sponsored multiemployer pension plans were $11
months ended June 30, 2026 and 2025, and $17
2025.
The Company executes derivative transactions to manage exposures arising in the normal course of
business. The Company does not enter into derivative transactions for trading or speculative purposes. From
time to time, the Company executes currency forward contracts to mitigate its currency risk and commodity
swaps to mitigate exposure to energy prices. All derivatives are recorded at fair value on the balance sheet.
24
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
Each derivative is designated as either a cash flow hedge, a fair value hedge, or remains undesignated.
Changes in the fair value of derivatives that are designated and effective as cash flow hedges are recorded in
other comprehensive income and reclassified to the income statement when the effects of the item being
hedged are recognized in the income statement. Changes in the fair value of undesignated hedges are
recognized currently in the income statement. All ineffective changes in derivative fair values are recognized
currently in net income. The notional value of undesignated foreign currency contracts was $500 million at
June 30, 2026, while the notional value of commodity swaps designated as cash flow hedges was $66 million
at June 30, 2026 and $51 million at December 31, 2025. The fair value of derivatives was categorized as
Level 2 in the fair value hierarchy.
Balance | As of | As of | ||||
(in millions) | Sheet Location | June 30, 2026 | December 31, 2025 | |||
Assets: | ||||||
Commodity swaps | Prepaid expenses and other current assets | $ | $ | |||
Commodity swaps | Other noncurrent assets | |||||
Liabilities: | ||||||
Commodity swaps | Other current liabilities | |||||
Foreign currency contracts | Other noncurrent liabilities |
The pretax impact on earnings that changes in the fair values of derivative instruments entered into the
Company were as follows:
Location of Gain (Loss) | For the three months ended | |||||
(in millions) | Recognized in Income | June 30, 2026 | June 30, 2025 | |||
Commodity swaps — Recognized in OCI | OCI (pretax) | $( | $ | |||
Commodity swaps — Reclassified from OCI | Cost of revenues | ( | ||||
Foreign currency contracts | Interest expense, net | ( | ||||
Location of Gain (Loss) | For the six months ended | |||||
(in millions) | Recognized in Income | June 30, 2026 | June 30, 2025 | |||
Commodity swaps — Recognized in OCI | OCI (pretax) | $ | $ | |||
Commodity swaps — Reclassified from OCI | Cost of revenues | ( | ||||
Foreign currency contracts | Interest expense, net | ( | ||||
25
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
as follows:
(In millions) | Foreign Currency Translation Adjustment | Cash Flow Hedges | Defined Benefit Pension Plans and Other Postretirement Benefit Plans | Total | ||||
Balance as of March 31, 2026 | $( | $ | $ | $( | ||||
Other comprehensive income (loss) before reclassifications | ( | ( | ( | |||||
Amounts reclassified from Accumulated other comprehensive loss to Net income | ( | |||||||
Net current-period Other comprehensive income (loss) | ( | ( | ( | ( | ||||
Balance as of June 30, 2026 | $( | $ | $ | $( | ||||
Balance as of March 31, 2025 | $( | $ | $ | $( | ||||
Other comprehensive income (loss) before reclassifications | ||||||||
Amounts reclassified from Accumulated other comprehensive loss to Net income | ( | ( | ( | |||||
Net current-period Other comprehensive income (loss) | ( | ( | ||||||
Unrecognized gain transferred from Holcim pension | ||||||||
Balance as of June 30, 2025 | $( | $ | $ | $( |
(In millions) | Foreign Currency Translation Adjustment | Cash Flow Hedges | Defined Benefit Pension Plans and Other Postretirement Benefit Plans | Total | ||||
Balance as of December 31, 2025 | $( | $( | $ | $( | ||||
Other comprehensive income (loss) before reclassifications | ( | ( | ||||||
Amounts reclassified from Accumulated other comprehensive loss to Net income | ( | |||||||
Net current-period Other comprehensive income (loss) | ( | ( | ( | |||||
Balance as of June 30, 2026 | $( | $ | $ | $( | ||||
Balance as of December 31, 2024 | $( | $( | $ | $( | ||||
Other comprehensive (loss) income before reclassifications | ||||||||
Amounts reclassified from Accumulated other comprehensive loss to Net income | ( | ( | ( | |||||
Net current-period Other comprehensive (loss) income | ( | |||||||
Unrecognized gain transferred from Holcim pension | ||||||||
Balance as of June 30, 2025 | $( | $ | $ | $( |
26
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
For the three months | For the six months | ||||||
ended June 30, | ended June 30, | ||||||
(In millions) | 2026 | 2025 | 2026 | 2025 | |||
Net change in fair value of effective portion of cash flow hedges | |||||||
Cost of revenues | $ | $( | $ | $( | |||
Income tax benefit (expense) | ( | ( | |||||
Total | $ | $( | $ | $( | |||
Actuarial losses and prior service costs for defined benefit pension plans and other postretirement benefit plans | |||||||
Other non-operating income, net | $( | $( | $( | $( | |||
Income tax benefit (expense) | |||||||
Total | $( | $( | $( | $( | |||
Total amounts reclassified from Accumulated other comprehensive loss to Net income | $ | $( | $ | $( | |||
The Company releases tax effects from Accumulated other comprehensive loss when the underlying items
affect earnings.
Commitments
In the ordinary course of business, the Company enters into purchase commitments for goods and services
including various products and capital expenditures for property, plant and equipment. As of June 30, 2026,
the Company had purchase commitments for capital expenditures of $266 million and other contractual
commitments for products and intangibles of $776 million, compared to $207 million and $601 million,
respectively, as of December 31, 2025.
In the ordinary course of conducting its business activities, the Company is involved in judicial, administrative,
and regulatory investigations and proceedings, as well as lawsuits and claims of various natures, involving
both private parties and governmental authorities, relating to product liability, workers’ compensation,
automotive liability, general and commercial liability, competition, environmental, employment, health and
safety, and other matters. These claims and proceedings include insured, self-insured, and uninsured matters
that are brought on an individual, collective, representative, and class-action basis.
The Company records a liability for contingencies when the occurrence of a loss is probable and the amount
can be reasonably estimated, and records legal fees as incurred. If a range of amounts can be reasonably
estimated and no amount within the range is a better estimate than any other amount, then the minimum of
the range is accrued. The Company does not accrue liabilities when the likelihood that the liability has been
incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to be
only reasonably possible or remote. For contingencies where an unfavorable outcome is probable or
reasonably possible and which are material, the Company discloses the nature of the contingency and, where
an estimate can reasonably be made, an estimate of the possible loss. Accruals are based on the best
information available, but in certain situations, management is unable to estimate an amount or range of a
reasonably possible loss, including, but not limited to, when: (i) the damages are indeterminate, (ii) the
proceedings are in the early stages, (iii) numerous parties are involved, or (iv) the matter involves novel or
unsettled legal theories.
The aggregate range of reasonably possible losses in excess of accrued liabilities, if any, associated with
these unresolved legal actions is not material. In some cases, the Company cannot reasonably estimate a
range of loss because there is insufficient information regarding the matter. Although it is not possible to
predict with certainty the outcome of these unresolved legal actions, the Company believes that these
27
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
actions will not individually or in the aggregate have a material adverse effect on our consolidated results of
Warranties
The Company provides standard warranties on many of its products within the Building Envelope segment.
The liability for standard warranty programs is included in Other current liabilities and Other noncurrent
liabilities. The change in the standard warranty liability for the six months ended June 30, 2026 and 2025 is
as follows:
(In millions) | 2026 | 2025 | ||
Balance as of January 1 | $ | $ | ||
Increase for warranties | ||||
Decrease for payments | ( | ( | ||
Balance as of June 30 | $ | $ |
The increase for warranties relates to provisions for new product sales and adjustments to the warranty
accrual for updated estimates of the costs necessary to settle specific product liability claims. The
adjustments include charges related to pre-acquisition manufacturing issues.
Environmental matters
The Company’s operations are subject to and affected by federal, state, provincial, and local laws and
regulations relating to, among other things, environmental matters (including climate change and greenhouse
gas emissions), health and safety matters (including related to the use of hazardous materials), and other
regulatory matters. Environmental operating permits, which are subject to modification, renewal, and
revocation, may be required for the Company’s operations. The Company monitors and reviews its
operations, procedures, and policies for compliance with these laws and regulations. Despite these
compliance efforts, risk of environmental liability is inherent in the operation of the Company’s business, as it
is with other companies engaged in similar businesses, and there can be no assurance that environmental
liabilities or noncompliance will not have a material adverse effect on the Company’s financial condition,
results of operations, or liquidity.
The Company accrued environmental remediation obligations of $68 million and $69 million for cleanup,
restoration and ongoing maintenance and monitoring requirements as of June 30, 2026 and December 31,
2025, respectively, which are included in Other current liabilities and Other noncurrent liabilities on the
condensed consolidated balance sheets.
Off balance sheet arrangements
Periodically, the Company enters into off balance sheet commitments, including surety bonds and letters of
credit, to fulfill certain obligations related to specific projects, insurance, and site restoration. As of June 30,
2026 and December 31, 2025, the Company had outstanding commitments amounting to $798 million and
$751 million, respectively. Historically, no material claims have been made against these financial instruments.
The Company did not have any other off balance sheet arrangements as of June 30, 2026 and December 31,
2025.
The Company’s wholly-owned captive insurance company, Mountain Prairie Insurance Company (“MPIC”),
which is subject to applicable insurance rules and regulations, is the primary insurer for the Company’s
exposure related to workers’ compensation, general liability, property, product liability, and automobile
liability. Additionally, the Company maintains a self-insurance reserve for health insurance programs offered
to eligible employees. The Company purchases excess coverage from unrelated insurance carriers and
obtains third-party coverage for other forms of insurance.
MPIC establishes a reserve for estimated losses on reported claims and those incurred but not yet reported
utilizing actuarial projections and historical trends. The reserves are classified within Other current liabilities
or Other noncurrent liabilities on the condensed consolidated balance sheets based on projections of when
the estimated loss will be paid. The estimates that are utilized to record potential losses on claims are
inherently subjective, and actual claims could differ from amounts recorded, which could result in an increase
or decrease of expense in future periods.
28
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
Self-insurance reserves were $129 million and $121 million as of June 30, 2026 and December 31, 2025,
Pursuant to the Spin-Off, Holcim ceased to be a related party to the Company and accordingly, no related
party transactions or balances have been reported subsequent to the Separation and Distribution Date. In
connection with the Spin-Off, the Company entered into a number of agreements with Holcim to govern the
Spin-Off and provide a framework for the relationship between the parties going forward, including, but not
limited to the following:
•Separation and Distribution Agreement - sets forth the principal actions to be taken in connection
with the Spin-Off, including the transfer of assets and assumption of liabilities, and establishes
certain rights and obligations between the Company and Holcim following the Spin-Off, including
procedures with respect to claims subject to indemnification and related matters.
•Transition Services Agreement - governs all matters relating to the provision of services between the
Company and Holcim on a transitional basis. The services the Company receives primarily include
support for information technology-related functions. The transition services generally commenced
on the date of Spin-Off and are expected to be completed over a period of one year , but no longer
than two years after the Spin-Off.
•Tax Matters Agreement - governs the respective rights, responsibilities, and obligations between the
Company and Holcim with respect to all tax matters, in addition to certain restrictions which generally
prohibit the Company from taking or failing to take any action for periods of varying length, from two
as tax-free for U.S. federal income tax purposes, including limitations on the Company’s ability to
pursue certain strategic transactions. The allocation of liabilities for payroll taxes and reporting and
other employee tax matters is covered by the Employee Matters Agreement and the allocation of
liabilities for all other taxes is covered by the Tax Matters Agreement.
The financial statement impact of these agreements was immaterial for the three and six months ended June
30, 2026. Under the TSA, the services provided to the Company ended in February 2026, while certain
services that the Company provides to Holcim are expected to continue through June 2027.
The following discussion summarizes activity between the Company and Holcim that occurred prior to the
completion of the Spin-Off.
Related-party transactions
The Company and Holcim historically had intercompany activity, resulting in revenues and expenses for both
parties prior to the Spin-Off. Transactions between the Company and other businesses of Holcim were
considered related-party transactions. Revenues for products and services provided to Holcim by the
Company were $8 million and $33 million for the three and six months ended June 30, 2025, respectively.
The costs incurred by the Company related to products and services purchased from Holcim were $38 million
and $69 million for the three and six months ended June 30, 2025, and are contained within Cost of revenues
on the unaudited condensed consolidated statements of operations.
Certain related-party transactions between the Company and Holcim have been included in these unaudited
condensed consolidated financial statements prior to the Spin-Off. Trade receivables and payables, as well as
non-trade receivables and payables, between the Company and Holcim are cash settled and are presented
within Accounts receivable, net and Accounts payable on the unaudited condensed consolidated balance
sheets. These amounts were previously presented as Due from related-party and Due to related-party,
respectively. The net effect of the settlement of these intercompany transactions is reflected within Cash
flows from operating activities on the unaudited condensed consolidated statements of cash flows.
Allocation of corporate expenses
The unaudited condensed consolidated statements of operations include expense allocations for certain
corporate, infrastructure, and other shared services that were provided by Holcim on a centralized basis,
including but not limited to accounting and financial reporting, treasury, tax, legal, human resources,
information technology, insurance, employee benefits, and other shared services that are either specifically
identifiable or directly attributable to the Company, prior to the Spin-Off. These expenses had been allocated
29
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
to the Company on the basis of direct usage when specifically identifiable, with the remainder predominantly
allocated on a pro rata basis using revenues. The Company’s management considers this allocation to be a
reasonable reflection of the utilization of services provided or the benefit received by the Company during the
periods presented prior to the Spin-Off. However, these expense allocations may not be indicative of the
actual expenses that would have been incurred had the Company been a standalone company during the
periods presented, and they may not reflect what the Company’s results of operations may be in the future.
All such amounts have been deemed to have been incurred and settled by the Company in the period in
which the costs were recorded and are included within Net parent investment on the condensed consolidated
balance sheets prior to the Spin-Off.
Allocations for management costs and corporate support services provided to the Company prior to the Spin-
Off were $33 million and $60 million for the three and six months ended June 30, 2025, including $8 million
and $16 million in Cost of revenues, and $25 million and $44 million in Selling, general and administrative
expenses, respectively.
Cash management and financing
Prior to the Spin-Off, a majority of the Company’s subsidiaries participated in Holcim’s centralized cash
pooling program. Depending on the Company’s contributions and withdrawals to and from the cash pool, it
was either in a net lending or borrowing position. Amrize’s position in the Holcim cash pooling program was
settled prior to the Spin-Off. For the three and six months ended June 30, 2025, the Company paid interest
expense of less than $1
function. For the three and six months ended June 30, 2025, the Company received interest income of $7
million and $12 million, respectively, on amounts contributed to the cash pooling program.
Related-party notes payable
The Company had short-term and long-term borrowing arrangements with Holcim prior to the Spin-Off. The
borrowing arrangements with Holcim were primarily for working capital needs and for financing certain
acquisitions and had an aggregate principal balance of $7,645 million as of June 22, 2025. Prior to the Spin-
Off, the Company settled $5,646 million of related-party notes payable, with the remaining $1,999 million
contributed by Holcim to the Company as equity. The Company recognized interest expense from related-
party notes payable of $75 million and $183 million for the three and six months ended June 30, 2025,
respectively.
Net parent investment
As a result of the Spin-Off, Net parent investment in the condensed consolidated balance sheets was fully
settled on the Separation and Distribution Date. Prior to the Spin-Off, Net parent investment in the unaudited
condensed consolidated statements of equity represented Holcim’s historical investment in the Company, the
net effect of transactions with Holcim and allocations from Holcim, and the Company’s accumulated earnings.
Net transfers to Holcim are included within Net parent investment. The components of Net transfers to
Holcim on the unaudited condensed consolidated statements of cash flows and the reconciliation to the
corresponding amounts presented within the unaudited condensed consolidated statements of equity, which
includes certain non-cash elements, were as follows for the six months ended June 30, 2025:
•Net transfers to Holcim of $98 million for general financing activities and allocation of corporate
expenses,
•Equity contribution from Holcim of $1,999 million related to the settlement of Related-party notes
payable, and
•Other non-cash activities from Holcim of $25 million.
30
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
For the six months ended June 30, | ||||
(In millions) | 2026 | 2025 | ||
Interest paid, net | $ | $ | ||
Income taxes paid, net | ||||
Operating cash flows used for operating leases | ( | ( | ||
Operating cash flows used for finance leases | ( | ( | ||
Financing cash flows used for finance leases | ( | ( | ||
Non-cash investing and financing transactions were as follows:
For the six months ended June 30, | ||||
(In millions) | 2026 | 2025 | ||
Accrued purchases of property, plant and equipment | $ | $ | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | ||||
Right-of-use assets obtained in exchange for new finance lease liabilities | ||||
Equity contribution from Holcim related to the settlement of Related- party notes payable | ||||
Debt assumed in connection with a business combination | ||||
Basic earnings per share is computed by dividing net income attributable to the Company by the weighted-
average number of shares outstanding during the applicable period. Diluted earnings per share is computed
by dividing net income attributable to the Company by the weighted-average number of shares outstanding
during the applicable period, plus the effect of dilutive securities. The computation of diluted earnings per
share excludes the effect of the potential exercise of share-based awards, when the effect of the potential
exercise would be antidilutive. The number of shares that had an anti-dilutive effect under the treasury stock
method was immaterial for the three and six months ended June 30, 2026.
The calculation for basic and diluted earnings per share for any period presented prior to the Spin-Off were
based on the number of shares outstanding on the Separation and Distribution Date and have been
retrospectively presented. For periods prior to the Spin-Off, there are no dilutive equity instruments as there
were no Company share-based awards outstanding at the time.
31
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
2025 was as follows:
For the three months | For the six months | |||||||
ended June 30, | ended June 30, | |||||||
(In millions, except per share data) | 2026 | 2025 | 2026 | 2025 | ||||
Numerator: | ||||||||
Net income | $ | $ | $ | $ | ||||
Net loss attributable to noncontrolling interests | ||||||||
Net income attributable to the Company | $ | $ | $ | $ | ||||
Denominator: | ||||||||
Basic weighted-average number of shares outstanding | ||||||||
Dilutive effect of share-based awards | ||||||||
Diluted weighted-average number of shares outstanding | ||||||||
Earnings per share | ||||||||
Basic | $ | $ | $ | $ | ||||
Diluted | $ | $ | $ | $ | ||||
Share repurchase program
On February 17, 2026, the Company announced that the Board of Directors approved a share repurchase
authorization of $1.0 billion, with a 12-month expiration (18.8 million shares based on the closing common
stock price of $53.30 per share as of June 30, 2026). The Company implemented the share repurchase
program during the second quarter of 2026, which began the one year expiration period. As of June 30, 2026,
this repurchase program had $0.8 billion (15.1 million shares at the same price) remaining to be repurchased.
Under the repurchase authorization, share repurchases may be made through an agent, in the open market,
or through privately negotiated transactions. Our share repurchase program is executed in compliance with
Swiss law. See Note 23 in our 2025 Form 10-K and Item 2 in Part II of this Form 10-Q for more information.
At the time of the Spin-Off, 13,793,444 shares were contributed from Holcim as treasury stock for no
consideration. These shares were recorded on the balance sheet with no cost basis. Shares repurchased
under the authorized share repurchase program are recorded at cost, including fees paid to third parties and
withholding taxes. Share repurchases executed in the second quarter of 2026 include withholding taxes that
will be paid in the third quarter of 2026.
Dividends
On April 21, 2026, at the Company's 2026 annual general meeting of shareholders, the shareholders approved
the following payments out of the legal reserves from capital contributions: (i) a one-time cash dividend in the
form of a special distribution of $0.44 per outstanding share (the “Special Dividend”), and (ii) an ordinary
annual cash dividend in the form of a regular distribution of up to $0.44 per outstanding share (“Ordinary
Dividend”) to be paid in up to four (4) installments at the discretion of the Company’s Board of Directors (the
“Board”).
The Special Dividend was paid on May 4, 2026, with an ex-dividend date of April 24, 2026, and the first
installment of the Ordinary Dividend of $0.11 per share was paid on May 20, 2026, with an ex-dividend date
of May 12, 2026.
During the six months ended June 30, 2026, the Company granted Performance Stock Units (“PSUs”)
representing 651,692 ordinary shares of the Company at target performance levels and Restricted Stock
Units (“RSUs”) representing 49,381 ordinary shares of the Company. The PSUs cliff vest after 3 years of
service. The number of ordinary shares of PSUs to be received upon vesting will be determined based on the
32
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
relative achievement of performance metrics. PSUs are based on internal financial performance metrics or
total shareholder return relative to a peer group.
As discussed in Note 1 (Organization and basis of presentation), a summary of the revisions to the Company’s
previously reported financial statements is presented below.
In evaluating whether its previously issued consolidated financial statements were materially misstated, the
Company applied the guidance in Accounting Standard Codification (ASC) Topic 250, Accounting Changes
and Error Corrections, including ASC Topic 250-10-S99-1 (SAB Topic 1.M), Assessing Materiality, and ASC
Topic 250-10-S99-2 (SAB Topic 1.N), Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements. The Company evaluated the materiality of the extended
warranty misstatement and the Other Misstatements, in consideration of both quantitative and qualitative
factors, and determined that they were not material, individually or in the aggregate, to any previously issued
consolidated financial statements. However, correcting these misstatements in the current period would have
been material to the consolidated financial statements for the three and six months ended June 30, 2026,
and would be material to the Company’s forecasted consolidated results of operations for the year ending
December 31, 2026. Accordingly, the Company has revised the applicable prior period financial statements
presented herein and will reflect these revisions in future filings that include the affected periods.
33
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
For the three months ended March 31, 2025 | For the three months ended March 31, 2026 | |||||||
(in millions) | As reported | Adj | As revised | As reported | Adj | As revised | ||
Revenues | $ | $ | $ | $ | $ | $ | ||
Cost of revenues | ( | ( | ( | ( | ( | |||
Gross profit | ( | |||||||
Selling, general and administrative expenses | ( | ( | ( | ( | ( | |||
Gain on disposal of long-lived assets | ||||||||
Operating loss | ( | ( | ( | ( | ||||
Interest expense, net | ( | ( | ( | ( | ( | |||
Other non-operating income, net | ||||||||
Loss before income tax benefit | ( | ( | ( | ( | ( | |||
Income tax benefit | ( | |||||||
Net loss | ( | ( | ( | ( | ( | |||
Net loss attributable to noncontrolling interests | ||||||||
Net loss attributable to the Company | $( | $( | $( | $( | $ | $( | ||
Loss per share attributable to the Company: | ||||||||
Basic | $( | $( | $( | $( | $ | $( | ||
Diluted | $( | $( | $( | $( | $ | $( | ||
Weighted-average number of shares outstanding: | ||||||||
Basic | ||||||||
Diluted | ||||||||
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Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
For the three months ended June 30, 2025 | For the six months ended June 30, 2025 | |||||||
(in millions) | As reported | Adj | As revised | As reported | Adj | As revised | ||
Revenues | $ | $( | $ | $ | $ | $ | ||
Cost of revenues | ( | ( | ( | ( | ( | ( | ||
Gross profit | ( | ( | ||||||
Selling, general and administrative expenses | ( | ( | ( | ( | ||||
Gain on disposal of long-lived assets | ||||||||
Loss on impairments | ( | ( | ( | ( | ||||
Operating income | ( | ( | ||||||
Interest expense, net | ( | ( | ( | ( | ||||
Other non-operating income, net | ||||||||
Income before income tax expense | ( | ( | ||||||
Income tax expense | ( | ( | ( | ( | ( | |||
Income from equity method investments | ||||||||
Net income | ( | ( | ||||||
Net loss attributable to noncontrolling interests | ||||||||
Net income attributable to the Company | $ | $( | $ | $ | $( | $ | ||
Earnings per share attributable to the Company: | ||||||||
Basic | $ | $( | $ | $ | $( | $ | ||
Diluted | $ | $( | $ | $ | $( | $ | ||
Weighted-average number of shares outstanding: | ||||||||
Basic | ||||||||
Diluted | ||||||||
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Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
Revision to prior period financial statements - Statements of Comprehensive Income
For the three months ended March 31, 2025 | For the three months ended March 31, 2026 | |||||||
(in millions) | As reported | Adj | As revised | As reported | Adj | As revised | ||
Net loss | $( | $( | $( | $( | $ | $( | ||
Other comprehensive income (loss), net of tax: | ||||||||
Foreign currency translation | ( | ( | ||||||
Net change in fair value of effective portion of cash flow hedges, net of tax | ||||||||
Actuarial (losses) gains and prior service (costs) credits for pension and other postretirement plans, net of tax | ( | ( | ( | ( | ||||
Total other comprehensive income (loss), net of tax | ( | ( | ||||||
Total comprehensive loss | ( | ( | ( | ( | ( | |||
Comprehensive (income) loss attributable to noncontrolling interests | ||||||||
Comprehensive loss attributable to the Company | $( | $( | $( | $( | $ | $( | ||
For the three months ended June 30, 2025 | For the six months ended June 30, 2025 | |||||||
(in millions) | As reported | Adj | As revised | As reported | Adj | As revised | ||
Net income | $ | $( | $ | $ | $( | $ | ||
Other comprehensive income (loss), net of tax: | ||||||||
Foreign currency translation | ||||||||
Net change in fair value of effective portion of cash flow hedges, net of tax | ( | ( | ||||||
Actuarial (losses) gains and prior service (costs) credits for pension and other postretirement plans, net of tax | ( | ( | ( | ( | ||||
Total other comprehensive income (loss), net of tax | ( | |||||||
Total comprehensive income | ( | ( | ||||||
Comprehensive (income) loss attributable to noncontrolling interests | ||||||||
Comprehensive income attributable to the Company | $ | $( | $ | $ | $( | $ | ||
36
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
Revision to prior period financial statements - Consolidated Balance Sheet
As of December 31, | ||||
2025 | ||||
(in millions) | As reported | Adj | As revised | |
Assets | ||||
Current Assets: | ||||
Cash and cash equivalents | $ | $ | $ | |
Accounts receivable, net | ( | |||
Inventories, net | ( | |||
Prepaid expenses and other current assets | ||||
Total current assets | ( | |||
Property, plant and equipment, net | ||||
Goodwill | ||||
Intangible assets, net | ||||
Operating lease right-of-use assets, net | ||||
Other noncurrent assets | ( | |||
Total Assets | $ | $( | $ | |
Liabilities and Equity | ||||
Current Liabilities: | ||||
Accounts payable | $ | $( | $ | |
Current portion of long-term debt | ||||
Operating lease liabilities | ||||
Other current liabilities | ||||
Total current liabilities | ||||
Long-term debt | ||||
Deferred income tax liabilities | ( | |||
Noncurrent operating lease liabilities | ||||
Other noncurrent liabilities | ||||
Total Liabilities | ||||
Commitments and contingencies (see Note 18) | ||||
Equity | ||||
Common stock, par value of $ December 31, 2025 | ||||
Additional paid-in capital | ( | |||
Retained earnings | ||||
Treasury stock, 2025 | ||||
Accumulated other comprehensive loss | ( | ( | ||
Total equity attributable to the Company | ( | |||
Noncontrolling interests | ( | ( | ||
Total Equity | ( | |||
Total Liabilities and Equity | $ | $( | $ | |
37
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
Revision to prior period financial statements - Consolidated Statements of Cash Flows
For the three months ended March 31, 2025 | For the three months ended March 31, 2026 | |||||||
(in millions) | As reported | Adj | As revised | As reported | Adj | As revised | ||
Cash Flows from Operating Activities: | ||||||||
Net (loss) income | $( | $( | $( | $( | $ | $( | ||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||||
Depreciation, depletion, accretion and amortization | ||||||||
Share-based compensation | ||||||||
Deferred tax benefit | ( | ( | ( | |||||
Other items, net | ||||||||
Changes in operating assets and liabilities, net of effects of acquisitions: | ||||||||
Accounts receivable, net | ( | ( | ( | ( | ||||
Due from related party | ||||||||
Inventories, net | ( | ( | ( | |||||
Accounts payable | ( | ( | ( | ( | ( | |||
Due to related party | ( | |||||||
Other assets | ( | ( | ( | ( | ( | ( | ||
Other liabilities | ( | ( | ( | ( | ( | |||
Defined benefit pension plans and other postretirement benefit plans | ( | ( | ( | ( | ||||
Net cash used in operating activities | $( | $ | $( | $( | $ | $( | ||
Cash Flows from Investing Activities: | ||||||||
Purchases of property, plant and equipment | ( | ( | ( | ( | ( | ( | ||
Net cash used in investing activities | $( | $( | $( | $( | $( | $( | ||
Cash Flows from Financing Activities: | ||||||||
Net transfers to Parent | ( | ( | ( | |||||
Net cash provided by (used in) financing activities | $( | $( | $( | $ | $ | $ | ||
38
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
For the six months ended June 30, 2025 | ||||
(in millions) | As reported | Adj | As revised | |
Cash Flows from Operating Activities: | ||||
Net loss | $ | $( | $ | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation, depletion and amortization | ||||
Share-based compensation | ||||
Deferred tax (benefit) expense | ( | ( | ||
Other items, net | ( | |||
Changes in operating assets and liabilities, net of effects of acquisitions: | ||||
Accounts receivable, net | ( | ( | ||
Due from related-party | ||||
Inventories | ( | ( | ||
Accounts payable | ( | |||
Due to related-party | ( | ( | ( | |
Other assets | ( | ( | ( | |
Other liabilities | ( | ( | ||
Defined benefit pension plans and other postretirement benefit plans | ( | ( | ||
Net cash used in operating activities | $( | $ | $( | |
Cash Flows from Investing Activities: | ||||
Purchases of property, plant and equipment | ( | ( | ( | |
Net cash used in investing activities | $( | $( | $( | |
Cash Flows from Financing Activities: | ||||
Net transfers to Parent | ( | ( | ( | |
Net cash used in financing activities | $( | $( | $( | |
39
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
Revision to prior period financial statements - Consolidated Statements of Equity
Net parent | Accumulated other comprehensive | Equity attributable to | Total | |||||||||
investment | loss | noncontrolling interest | equity | |||||||||
(in millions) | As reported | Adj | As revised | As reported | Adj | As revised | As reported | Adj | As revised | As reported | Adj | As revised |
Balance as of December 31, 2024 | $ | $( | $ | $( | $ | $( | $( | $ | $( | $ | $( | $ |
Net loss | ( | ( | ( | — | — | — | — | — | — | ( | ( | ( |
Other comprehensive income, net of taxes | — | — | — | — | — | — | ||||||
Net transfers to Holcim | ( | ( | ( | — | — | — | — | — | — | ( | ( | ( |
Changes in equity attributable to noncontrolling interests | ( | — | ( | — | — | — | — | |||||
Balance as of March 31, 2025 | $ | $( | $ | $( | $ | $( | $ | $ | $ | $ | $( | $ |
Common | Additional | Retained | Net parent | |||||||||
stock | paid-in capital | earnings | investment | |||||||||
(in millions) | As reported | Adj | As revised | As reported | Adj | As revised | As reported | Adj | As revised | As reported | Adj | As revised |
Balance as of March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $( | $ |
Net income (loss) | — | — | — | — | — | — | — | ( | ||||
Other comprehensive income, net of taxes | — | — | — | — | — | — | — | — | — | — | — | — |
Changes in equity attributable to noncontrolling interests | — | — | — | — | — | — | — | — | — | — | — | — |
Net transfers from Holcim including Spin-Off related adjustments | — | — | — | — | — | — | — | — | — | — | ||
Issuance of Common stock, Treasury stock, and reclassification of Net parent investment | — | ( | — | — | — | ( | ( | |||||
Balance as of June 30, 2025 | $ | $ | $ | $ | $( | $ | $ | $ | $ | $ | $ | $ |
40
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
Accumulated other comprehensive | Equity attributable to | Total | |||||||
income | noncontrolling interest | equity | |||||||
(in millions) | As reported | Adj | As revised | As reported | Adj | As revised | As reported | Adj | As revised |
Balance as of March 31, 2025 | $( | $ | $( | $ | $ | $ | $ | $( | $ |
Net income (loss) | — | — | — | ( | — | ( | ( | ||
Other comprehensive income, net of taxes | ( | — | — | — | ( | ||||
Changes in equity attributable to noncontrolling interests | — | — | — | — | — | — | |||
Net transfers from Holcim including Spin-Off related adjustments | — | — | — | — | |||||
Issuance of Common stock, Treasury stock, and reclassification of Net parent investment | — | — | — | — | — | — | |||
Balance as of June 30, 2025 | $( | $ | $( | $( | $ | $( | $ | $( | $ |
Common | Additional | Retained | Net parent | |||||||||
stock | paid-in capital | earnings | investment | |||||||||
(in millions) | As reported | Adj | As revised | As reported | Adj | As revised | As reported | Adj | As revised | As reported | Adj | As revised |
Balance as of December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $( | $ |
Net income (loss) | — | — | — | — | — | — | — | ( | ||||
Other comprehensive income, net of taxes | — | — | — | — | — | — | — | — | — | — | — | — |
Changes in equity attributable to noncontrolling interests | — | — | — | — | — | — | — | — | — | ( | — | ( |
Net transfers from Parent including Spin-off- related adjustments | — | — | — | — | — | — | — | — | — | ( | ||
Issuance of Common stock, Treasury stock and reclassification of Net parent investment | — | ( | — | — | — | ( | ( | |||||
Balance as of June 30, 2025 | $ | $ | $ | $ | $( | $ | $ | $ | $ | $ | $ | $ |
41
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
Accumulated other comprehensive | Equity attributable to | Total | |||||||
income | noncontrolling interest | equity | |||||||
(in millions) | As reported | Adj | As revised | As reported | Adj | As revised | As reported | Adj | As revised |
Balance as of December 31, 2024 | $( | $ | $( | $( | $ | $( | $ | $( | $ |
Net income (loss) | — | — | — | ( | — | ( | ( | ||
Other comprehensive income, net of taxes | — | — | — | — | |||||
Changes in equity attributable to noncontrolling interests | — | — | — | — | |||||
Net transfers from Parent including Spin-off-related adjustments | — | — | — | — | ( | ||||
Issuance of Common stock, Treasury stock and reclassification of Net parent investment | — | — | — | — | — | — | |||
Balance as of June 30, 2025 | $( | $ | $( | $( | $ | $( | $ | $( | $ |
Common | Additional | Retained | Net parent | |||||||||
stock | paid-in capital | earnings | investment | |||||||||
(in millions) | As reported | Adj | As revised | As reported | Adj | As revised | As reported | Adj | As revised | As reported | Adj | As revised |
Balance as of December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $( | $ |
Net income (loss) | — | — | — | — | — | — | ( | |||||
Other comprehensive income, net of taxes | — | — | — | — | — | — | — | — | — | — | — | — |
Changes in equity attributable to noncontrolling interests | — | — | — | — | — | — | — | — | — | ( | — | ( |
Net transfers from Parent including Spin-off- related adjustments | — | — | — | — | — | — | — | — | — | ( | ||
Issuance of Common stock, Treasury stock and reclassification of Net parent investment | — | ( | — | — | — | ( | ( | |||||
Share-based compensation expense | — | — | — | — | — | — | — | — | — | — | ||
Balance as of December 31, 2025 | $ | $ | $ | $ | $( | $ | $ | $ | $ | $ | $ | $ |
42
Amrize Ltd
Notes to Condensed Consolidated Financial Statements (Unaudited)
Accumulated other comprehensive | Equity attributable to | Total | |||||||
income | noncontrolling interest | equity | |||||||
(in millions) | As reported | Adj | As revised | As reported | Adj | As revised | As reported | Adj | As revised |
Balance as of December 31, 2024 | $( | $ | $( | $( | $ | $( | $ | $( | $ |
Net income (loss) | — | — | — | ( | — | ( | |||
Other comprehensive income, net of taxes | — | — | — | — | |||||
Changes in equity attributable to noncontrolling interests | — | — | — | — | — | — | ( | ( | |
Net transfers from Parent including Spin-off-related adjustments | — | — | — | — | ( | ||||
Issuance of Common stock, Treasury stock and reclassification of Net parent investment | — | — | — | — | — | — | |||
Share-based compensation expense | — | — | — | — | — | — | |||
Balance as of December 31, 2025 | $( | $ | $( | $( | $ | $( | $ | $( | $ |
Common | Additional | Retained | |||||||
stock | paid-in capital | earnings | |||||||
(in millions) | As reported | Adj | As revised | As reported | Adj | As revised | As reported | Adj | As revised |
Balance as of December 31, 2025 | $ | $ | $ | $ | $( | $ | $ | $ | $ |
Net loss | — | — | — | — | — | — | ( | ( | |
Other comprehensive loss, net of taxes | — | — | — | — | — | — | — | — | — |
Share-based compensation expense | — | — | — | — | — | — | — | ||
Shares withheld for employees’ income tax obligations and other | — | — | — | ( | — | ( | ( | — | ( |
Balance as of March 31, 2026 | $ | $ | $ | $ | $( | $ | $ | $ | $ |
Accumulated other comprehensive | Equity attributable to | Total | |||||||
income | noncontrolling interest | equity | |||||||
(in millions) | As reported | Adj | As revised | As reported | Adj | As revised | As reported | Adj | As revised |
Balance as of December 31, 2025 | $( | $ | $( | $( | $ | $( | $ | $( | $ |
Net loss | — | — | — | ( | — | ( | ( | ( | |
Other comprehensive loss, net of taxes | ( | — | ( | — | — | — | ( | ( | |
Share-based compensation expense | — | — | — | — | — | — | |||
Shares withheld for employees’ income tax obligations and other | — | — | — | — | — | — | ( | ( | |
Balance as of March 31, 2026 | $( | $ | $( | $( | $ | $( | $ | $( | $ |
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Amrize Ltd
The Company has evaluated subsequent events occurring through to the date the unaudited condensed
consolidated financial statements were issued. Based upon this review, the Company did not identify any
subsequent events that would have required adjustment or disclosure in the unaudited condensed
consolidated financial statements except as disclosed below.
On July 16, 2026, the Company received notification from the Competent Authority Services Divisions of
Canada and France that an agreement was reached under the Mutual Agreement procedure for the 2011
through 2014 tax years and the Accelerated Competent Authority Process for the 2015 tax year. The
agreement addresses cross-border transfer pricing arrangements for the 2011 through 2015 tax years related
to intercompany transactions between Lafarge Canada, Inc. (now Amrize Canada Inc.) and former related
party Lafarge, SA, in France. Management is evaluating the agreement to assess the implications and next
steps, including whether to accept the resolution or pursue a legal appeal. As Management is still evaluating
the agreement and a range of outcomes exists, an estimate of the financial impacts cannot be made at this
time.
On July 20, 2026, the Company announced an agreement to acquire Rapid Redi-Mix, LLC, a ready-mix
concrete business in the Dallas-Fort Worth metro area. The transaction closed on July 31, 2026 for an
immaterial amount and will be included in the Company’s Building Materials segment.
On August 6, 2026, the Company announced the second installment of the Ordinary Dividend to be $0.11 per
outstanding share, payable on August 26, 2026, with an ex-dividend date of August 18, 2026. See Note 21
(Earnings per share and shareholders’ equity) for more information on the Ordinary Dividend.
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Amrize Ltd
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
The following discussion and analysis of our financial condition and results of operations should be read in
conjunction with our unaudited condensed consolidated financial statements and accompanying notes
included elsewhere in this Quarterly Report. Some of the information contained in the following discussion
and analysis includes forward-looking statements that involve risks and uncertainties. Refer to the sections
entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in our 2025 Form 10-K
for a discussion of forward-looking statements and important factors that could cause actual results to differ
materially from the results described in or implied by the forward-looking statements contained in the
following discussion and analysis.
Overview
We are a building solutions company focused on the North American market, offering customers a broad
range of advanced building solutions from foundation to rooftop. We serve customers across the
infrastructure, commercial, and residential construction markets, from new builds to repair and refurbishment
(“R&R”). Our more than 19,000 employees operate across more than 1,000 sites and facilities in the United
States, Canada, Colombia, Switzerland, and Jamaica, providing customers with trusted brands and advanced
building solutions for the full building lifecycle. Our trusted brands and advanced solutions, combined with our
operational expertise, make us a trusted partner for customers, consisting of contractors, building owners,
architects, engineers, public authorities, and cities across the United States and Canada.
We earn revenue from the sale of cement, aggregates, ready-mix concrete, asphalt, roofing systems, and
other building solutions. We operate in two reportable segments, offering a complete range of advanced
solutions to support large-scale and complex construction projects, such as bridges and data centers, in the
areas of residential, commercial, and infrastructure construction. Our services span new construction as well
as R&R, with R&R accounting for 43% of overall revenues in 2025.
•Our Building Materials segment offers a range of branded solutions delivering high-quality products
for a wide range of applications across North America. Key product offerings of this segment include
cement and aggregates, as well as a variety of downstream products and solutions such as ready-
mix concrete, asphalt, and other construction materials.
•Our Building Envelope segment offers advanced roofing and wall systems, including single-ply
membranes, insulation, shingles, sheathing, waterproofing and protective coatings, along with
adhesives, tapes, and sealants. Our Building Envelope products are sold individually or in warrantied
systems for new construction or R&R in commercial and residential projects. These products are sold
either directly to contractors or through an authorized distributor or dealer network in North America.
Seasonality
Our Building Materials segment operating results for the first and fourth quarters are generally lower than
those for the second and third quarters, which benefit from more favorable weather, and increased
construction activity. In addition to impacting demand, adverse weather can disrupt production schedules,
shipments, and project timelines, affecting costs, efficiencies, and profitability. We manage these seasonal
fluctuations through operational planning and flexible workforce management, but quarter-to-quarter results
may not be indicative of full-year performance.
Our Building Envelope segment is subject to seasonal fluctuations in demand, primarily driven by trends in
new construction, renovation, and repair activities across both residential and commercial markets. Demand
for our building envelope products, which include roofing, wall systems, and related solutions, generally
increases during periods of favorable weather, as construction and renovation projects are most active in the
second and third calendar quarters. This pattern reflects the broader industry trend, where project starts and
completions are concentrated in the spring and summer months, particularly in our key geographic markets.
We continuously monitor market conditions and adjust our production and inventory management strategies
to align with anticipated seasonal demand and potential weather-related disruptions. Despite these efforts,
the inherent seasonality and unpredictability of weather events may result in fluctuations in our quarterly
revenues, earnings, and cash flow.
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Amrize Ltd
Financial Summary
A summary of our performance highlights for the three and six months ended June 30, 2026 and 2025 is as
follows:
For the three months | For the six months | ||||||
ended June 30, | ended June 30, | ||||||
(In millions, except for percentage data) | 2026 | 2025 | 2026 | 2025 | |||
Revenues | $3,494 | $3,218 | $5,675 | $5,307 | |||
Net income | $476 | $416 | $369 | $322 | |||
Net income margin | 13.6% | 12.9% | 6.5% | 6.1% | |||
Adjusted EBITDA | $986 | $932 | $1,178 | $1,157 | |||
Adjusted EBITDA Margin | 28.2% | 29.0% | 20.8% | 21.8% | |||
Cash flows provided by (used in) operating activities | $418 | $406 | $(475) | $(441) | |||
Capital Allocation
We believe our disciplined approach to capital allocation allows us to invest in our business to drive
sustainable growth, pursue strategic mergers and acquisitions, and return capital to shareholders. We remain
committed to diligently executing this capital allocation strategy through continuous enhancements to our
facilities, investment in new greenfield projects, and increased allocation of capital towards future growth
initiatives. Furthermore, we have historically been able to effectively acquire and merge businesses in
fragmented industries, aligning with our overarching capital allocation strategies.
•We completed no acquisitions in the three months ended June 30, 2026 and one in the three months
ended June 30, 2025, for total cash consideration, net of cash acquired, of $69 million. We
completed one acquisition in the six months ended June 30, 2026 and two in the six months ended
June 30, 2025, for total cash consideration, net of cash acquired, of $425 million and $78 million,
respectively; and
•We invested $244 million and $520 million in capital expenditure projects in the three and six months
ended June 30, 2026, respectively, compared with $235 million and $448 million in the three and six
months ended June 30, 2025, respectively.
Transition to Standalone Company
On June 23, 2025, Holcim completed the previously announced Spin-Off through a distribution of 100% of the
Company’s outstanding shares to holders of record of Holcim’s ordinary shares, on a pro rata basis as a
dividend-in-kind, as of the close of business on June 20, 2025. As a result of the Distribution, the Company
became an independent public company, subject to the requirements of the New York Stock Exchange and
the SIX Swiss Exchange, where our Ordinary Shares are listed under the symbol “AMRZ”.
In connection with the Spin-Off, we entered into or adopted several agreements including a Separation and
Distribution Agreement, Transition Services Agreement, and Tax Matters Agreement, among others. These
agreements allocate between Holcim and us various assets, liabilities, rights and obligations (including with
respect to employee benefits and tax-related assets and liabilities), and govern the relationship between the
Company and Holcim for certain commercial matters (including manufacturing, supply, and insurance)
following the Spin-Off. See Note 19 (Related party) to our unaudited condensed consolidated financial
statements included elsewhere in this Quarterly Report for more information on these agreements.
In connection with the Spin-Off, we are establishing additional procedures and practices as a standalone
public company. As a result, we incurred additional expenses in 2025 related to the establishment and
operation of new functions including rebranding, employee-related costs, executive leadership compensation,
accounting and financial reporting, compliance and regulatory, human resources, information technology,
marketing and communications, insurance, and other operating costs. Certain of these costs (the “Spin-Off
and separation-related costs”) are non-recurring in nature, consisting primarily of rebranding. We expect the
Spin-Off and separation-related costs to continue through fiscal year 2027. In line with our ASPIRE program
(an initiative launched in the second quarter of 2025 to accelerate synergies by leveraging our scale to
optimize third-party spending and drive efficiencies across procurement, logistics, and operating functions),
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Amrize Ltd
we will continue to look for operational cost improvement opportunities as a standalone company to drive
lower costs across our business and corporate functions.
Basis of Presentation
Our unaudited condensed consolidated financial statements and accompanying notes included elsewhere in
this Quarterly Report have been prepared in accordance with U.S. GAAP and the rules and regulations of the
SEC. Prior to the Spin-Off, we operated as a wholly-owned subsidiary of Holcim, and not as a standalone
company. These unaudited condensed consolidated financial statements and footnotes reflect the historical
financial position, results of operations, and cash flows of the Company as historically managed within Holcim
for periods prior to the completion of the Spin-Off and reflect the financial position, results of operations, and
cash flows of the Company as a standalone company for periods after the completion of the Spin-Off. The
unaudited condensed consolidated financial statements and footnotes for the period prior to the Spin-Off
included elsewhere in this Quarterly Report were prepared on a “carve-out” basis in connection with the Spin-
Off and have been derived from the consolidated financial statements and historical accounting records of
Holcim. See Note 1 (Organization and basis of presentation) to our unaudited condensed consolidated
financial statements included elsewhere in this Quarterly Report.
Prior to the Spin-Off, our unaudited condensed consolidated financial statements included expense
allocations for certain corporate, infrastructure, and other shared services provided by Holcim on a
centralized basis, including but not limited to accounting and financial reporting, treasury, tax, legal, human
resources, information technology, insurance, employee benefits, and other shared services that are either
specifically identifiable or directly attributable to us. These expenses had been allocated to us on the basis of
direct usage when specifically identifiable, with the remainder predominantly allocated on a pro rata basis
using revenues. See Note 19 (Related party) to our unaudited condensed consolidated financial statements
included elsewhere in this Quarterly Report.
Prior to the Spin-Off, we participated in Holcim’s centralized cash management and financing function. Our
residual cash pooling balances as of the end of each reporting period were recorded within Related-party
notes receivable, and we had related-party note agreements in place with Holcim for the financing of our
capital needs, which were reflected as Related-party notes payable. Interest expense, net in the unaudited
condensed consolidated statements of operations reflects interest on borrowing and funding associated with
the related-party note agreements, for periods prior to the Spin-Off.
Certain related-party transactions between the Company and Holcim have been included in our unaudited
condensed consolidated financial statements prior to the Spin-Off. Additionally, as part of the Spin-Off, the
Company issued senior unsecured notes and completed a bond exchange. A portion of the proceeds from the
issuance of the senior unsecured notes and completion of the bond exchange was used to repay the
Company’s related-party indebtedness due to Holcim. Holcim also completed an equity contribution to the
Company to settle the remaining related-party indebtedness due to Holcim. See Note 10 (Debt) in our 2025
Form 10-K and Note 19 (Related party) to our unaudited condensed consolidated financial statements
included elsewhere in this Quarterly Report for additional information.
Macroeconomic Trends
We operate in competitive markets with respect to each of our segments. Recent market conditions, such as
trade policy uncertainty, energy market disruptions, geopolitical conflicts, fluctuations in interest rates, and
construction market labor challenges may impact various markets in which we operate. Our Building Envelope
segment has been impacted by these market conditions. However, our Building Materials segment has
remained resilient by leveraging our scale, unique footprint, and diverse product offerings to customers. We
expect the execution of our ASPIRE program to accelerate synergies and profitable growth, by investing in
streamlining our network. Over the long term, we expect growth in demand due to urbanization, aging
infrastructure, recent onshoring trends, population growth, and historical underinvestment in residential
housing. As market conditions evolve, we believe that we are uniquely positioned to capitalize on these
growth opportunities.
Factors Affecting Our Performance
We continue to evolve our business to improve performance and drive sustainable growth. Building on our
large operating footprint of over 1,000 sites and facilities, we believe we are well positioned to capitalize on
strong commercial and residential construction spend and infrastructure investments across North America.
The future success of our business depends on many factors. While these factors present opportunities for
us, they also pose risks and challenges, including those discussed below and in “Risk Factors” under Item 1A
47
Amrize Ltd
of our 2025 Form 10-K. We must successfully address these risks to achieve growth, improve our results of
operations, and generate profits.
Emphasis on Building Envelope. Our strong presence in the Building Materials category has allowed us to
acquire additional product lines, such as roofing and insulation products, in the Building Envelope segment. By
acquiring Firestone Building Products (later renamed to Elevate Commercial Roofing Systems) in 2021,
Herbert Malarkey Roofing Company (“Malarkey”) in 2022, and Duro-Last, LLC, Critical Point, LLC, Oscoda
Plastics, LLC, Plastatech Engineering Limited, LLC, Anvil Paints & Coatings, LLC and Tip-Top Screw
Manufacturing, LLC (collectively, “Duro-Last”) in 2023, we bolstered our roofing system offerings and
positioned ourselves to meet growing demand for re-roofing and new builds. Our Building Envelope segment
accounted for 30.0% and 30.4% of our revenues for the three and six months ended June 30, 2026,
compared to 29.8% and 32.2% for the three and six months ended June 30, 2025, respectively. We intend to
continue building out our Building Envelope segment through expansions, acquisitions, and development of
additional solutions and products, as we believe this will unlock long-term value creation. Such expansions
and acquisitions depend on our ability to raise capital and seamlessly integrate new products into our current
product mix.
Emphasis on Aggregates. Our scaled aggregates franchise shows compelling growth potential. The North
American aggregates industry is fragmented and consists of specialized businesses that present ideal
opportunities for acquisition and future growth. We have the size, scale, and financial capabilities to procure
businesses that we believe would expand our offerings. Although inorganic growth through acquisitions may
subject us to significant up-front costs, we believe such acquisitions will enhance our competitive advantage,
provide strategic value creation, and ultimately increase our Building Materials revenue and Segment
Adjusted EBITDA.
Infrastructure Investment. Demand for our products is directly related to the level of activity in the
construction industry, which includes residential, commercial and infrastructure construction. A recent focus
on improving infrastructure in North America is being fueled by, among other things, funding from federal,
state and local governments who are focused on addressing aging infrastructure across North America. We
are leveraging our market position across North America and diverse product offerings to secure our
involvement in airport, highway, bridge, digital, and related infrastructure projects. Our ability to capitalize on
this growing need for infrastructure-related projects across North America has the capability to increase our
scope of operations and revenues.
Innovation. Through our research and development engine, we seek to drive cutting-edge innovation to
address our customers’ needs. We believe we are at the forefront of new product developments, and our
experts span all building fields, from masons and engineers to material scientists and experts in artificial
intelligence and data mining. We conduct cutting-edge research and empower smart design while deploying
new building technologies. We also partner with leading construction sector startups to scale up new
technologies across our operations. Maintaining this level of innovation requires us to spend a substantial
amount on research and development efforts, as well as on retaining and recruiting talent. Whether this
spending results in increased revenue and more profitable operations will depend on our ability to introduce
new products and improve our current product offerings. Although we will strive to introduce new products
and to develop and market new construction techniques and technologies, our efforts may be unsuccessful
or unprofitable resulting in impairments, which could negatively affect our results of operations and market
positions.
Components of Results of Operations
Revenues
We earn revenue from the sale of Building Materials products (cement, aggregates, ready-mix concrete,
asphalt, and other construction materials) and Building Envelope products (advanced roofing and wall
systems, including single-ply membranes, insulation, shingles, sheathing, waterproofing, and protective
coatings, along with adhesives, tapes, and sealants that are critical to the application of roofing and wall
systems). Revenues are recognized in accordance with Financial Accounting Standards Board Accounting
Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, and ASC 340-40, Other
Assets and Deferred Costs—Contracts with Customers, when we satisfy a performance obligation by
transferring a promised good or service to a customer. This occurs when the customer obtains control of that
good or service. See Note 3 (Revenues) included in the unaudited condensed consolidated financial
statements included elsewhere in the Quarterly Report for more information.
48
Operating Costs and Expenses
The key components of our operating costs and expenses consist of Cost of revenues, Selling, general and
administrative expenses, Gain on disposal of long-lived assets, and Loss on impairments, as defined and
outlined below:
Cost of Revenues
Cost of revenues primarily consists of all direct production costs of products, including labor, materials,
transportation, and fuel. Cost of revenues also includes a portion of our depreciation, depletion, accretion,
and amortization expense related to property, plant, and equipment directly attributable to the production of
goods sold, as well as the service cost component of defined benefit pension plan and other postretirement
benefit plan expenses, operating lease expenses, and finance lease expenses. Proceeds from business
interruption insurance claims, if any, are treated as reductions to the related Cost of revenues incurred.
Selling, General and Administrative Expenses
Selling, general and administrative expenses primarily include salaries and related costs for roles not directly
attributable to the production of goods sold, such as sales and marketing, legal, finance and accounting,
information technology, human resources, and certain other employees. Selling, general and administrative
expenses also include a portion of our depreciation, depletion, accretion, and amortization expense related to
property, plant, and equipment, intangible assets not directly attributable to the production of goods sold,
acquisition-related transaction costs, the service cost component of defined benefit pension plan and other
postretirement benefit plan expenses, operating lease expenses, and finance lease expenses. Additionally,
prior to the Spin-Off, Selling, general and administrative expenses also include expense allocations for certain
corporate, infrastructure, and other shared services provided by Holcim on a centralized basis, including but
not limited to accounting and financial reporting, treasury, tax, legal, human resources, information
technology, insurance, employee benefits, and other shared services.
Gain on Disposal of Long-Lived Assets
Gain on disposal of long-lived assets primarily includes gains on the disposal and retirement of specific
assets, such as ready-mix concrete, cement, and roofing assets.
Loss on Impairments
Loss on impairments primarily includes losses on the impairment of long-lived assets, specifically intangible
assets, losses recognized on investments when changes in facts and circumstances indicate their carrying
values may not be recoverable, as well as the losses identified as a part of the annual impairment review of all
property, plant, and equipment.
Interest Expense, net
Interest expense, net primarily consists of interest incurred on third-party notes, finance leases, commercial
paper, related-party notes prior to the Spin-Off, bank fees, and the amortization of the associated deferred
financing costs, net of interest income.
Other Non-Operating Income, net
Other non-operating income, net primarily includes the amortization of actuarial gains or losses on pension
and other postretirement benefit plans, curtailment, and settlement gains or losses incurred in connection
with pension and other postretirement benefit plans.
Income Tax Expense
Income tax expense consists of federal, state, and local income taxes related to the tax jurisdictions in which
we conduct business. Income tax provision consists of taxes currently payable and deferred amounts related
to both Swiss and non-Swiss taxes on our income. The effective tax rate depends on a number of factors,
including the jurisdiction in which operating profit is earned and the nature and timing of discrete items.
Income from Equity Method Investments
Income from equity method investments primarily includes the results of our share of income from our equity
method investments.
49
Results of Operations
As discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations-
Overview-Factors Affecting Our Performance” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations-Overview-Macroeconomic Trends” above, and as discussed in more
detail below, our results of operations are highly dependent upon activities within the construction industry,
economic cycles within the public and private business sectors, and seasonality. Accordingly, financial results
for any period presented, or period-to-period comparisons of reported results, may not be indicative of future
results of operations.
Our financial results for the three and six months ended June 30, 2026 and 2025 were affected by higher raw
material and distribution costs within the Building Materials and Building Envelope segments. These factors
are outside of our control and may impact our operations in the future. The extent to which global economic
challenges will ultimately impact our business, operations, financial condition, and results of operations will
depend on numerous factors, which are highly uncertain, rapidly changing, and cannot be predicted.
Consolidated Statements of Operations
For the three months | For the six months | ||||||||||
ended June 30, | ended June 30, | ||||||||||
(In millions, except for percentage data) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||
Revenues | $3,494 | $3,218 | 8.6% | $5,675 | $5,307 | 6.9% | |||||
Cost of revenues | (2,501) | (2,277) | (9.8)% | (4,474) | (4,129) | (8.4)% | |||||
Gross profit | 993 | 941 | 5.5% | 1,201 | 1,178 | 2.0% | |||||
Selling, general and administrative expenses | (283) | (286) | 1.0% | (568) | (529) | (7.4)% | |||||
Gain on disposal of long-lived assets | 3 | 4 | (25.0)% | 8 | 5 | 60.0% | |||||
Loss on impairments | (2) | (2) | —% | (2) | (2) | —% | |||||
Operating income | 711 | 657 | 8.2% | 639 | 652 | (2.0)% | |||||
Interest expense, net | (89) | (121) | 26.4% | (167) | (239) | 30.1% | |||||
Other non-operating income, net | (1) | 1 | n/m | 1 | 2 | (50.0)% | |||||
Income before income tax expense and income from equity method investments | 621 | 537 | 15.6% | 473 | 415 | 14.0% | |||||
Income tax expense | (146) | (122) | (19.7)% | (105) | (94) | (11.7)% | |||||
Income from equity method investments | 1 | 1 | —% | 1 | 1 | —% | |||||
Net income | 476 | 416 | 14.4% | 369 | 322 | 14.6% | |||||
Net loss attributable to noncontrolling interests | 2 | 1 | 100.0% | 4 | 1 | 300.0% | |||||
Net income attributable to the Company | $478 | $417 | 14.6% | $373 | $323 | 15.5% | |||||
Net income margin | 13.6% | 12.9% | 6.5% | 6.1% | |||||||
Adjusted EBITDA(1) | $986 | $932 | 5.8% | $1,178 | $1,157 | 1.8% | |||||
Adjusted EBITDA Margin(1) | 28.2% | 29.0% | 20.8% | 21.8% | |||||||
__________________
(1)See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for
definitions of these Non-GAAP financial measures, information about how and why we use these Non-GAAP financial measures, and a
reconciliation of each of these Non-GAAP financial measures to its most directly comparable financial measure calculated in accordance
with U.S. GAAP.
Three and Six Months Ended June 30, 2026 Compared to Three and Six Months Ended June 30, 2025
Revenues
Revenues for the three months ended June 30, 2026 were $3,494 million, an increase of $276 million, or
8.6%, from $3,218 million for the three months ended June 30, 2025. The increase in our overall revenues for
the second quarter of 2026 was primarily driven by volume growth of $200 million, contributions from
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Amrize Ltd
acquisitions of $54 million, price increases of $16 million, and the favorable impact of foreign exchange of $6
million.
Revenues for the six months ended June 30, 2026 were $5,675 million, an increase of $368 million, or 6.9%,
from $5,307 million for the six months ended June 30, 2025. The increase in our overall revenues for the first
six months of 2026 was primarily attributable to volume growth of $278 million, contributions from
acquisitions of $77 million, and the favorable impact of foreign exchange of $25 million. These factors were
partially offset by lower prices with our Building Envelope segment.
The proportion of revenues related to the Building Materials segment and Building Envelope segment was
70.0% and 30.0% for the three months ended June 30, 2026, respectively, and 70.2% and 29.8% for the three
months ended June 30, 2025, respectively. The proportion of revenues related to the Building Materials
segment and Building Envelope segment was 69.6% and 30.4% for the six months ended June 30, 2026,
respectively, and 67.8% and 32.2% for the six months ended June 30, 2025, respectively.
Analysis of Change | ||||||||||||||
Organic Growth | ||||||||||||||
(In millions, except for percentage data) | For the three months ended June 30, 2025 | Volume | Price | Acquisitions | Foreign Exchange | For the three months ended June 30, 2026 | % Change | |||||||
Total Revenues | $3,218 | $200 | $16 | $54 | $6 | $3,494 | 8.6% | |||||||
Analysis of Change | ||||||||||||||
Organic Growth | ||||||||||||||
(In millions, except for percentage data) | For the six months ended June 30, 2025 | Volume | Price | Acquisitions | Foreign Exchange | For the six months ended June 30, 2026 | % Change | |||||||
Total Revenues | $5,307 | $278 | $(12) | $77 | $25 | $5,675 | 6.9% | |||||||
Cost of revenues
Cost of revenues for the three months ended June 30, 2026 was $2,501 million, an increase of $224 million,
or 9.8%, from $2,277 million for the three months ended June 30, 2025. The increase for the three months
ended June 30, 2026 consisted primarily of an increase of $118 million from the Building Materials segment
and an increase of $91 million from the Building Envelope segment.
Cost of revenues for the six months ended June 30, 2026 was $4,474 million, an increase of $345 million, or
8.4%, from $4,129 million, for the six months ended June 30, 2025. The increase for the six months ended
June 30, 2026 was comprised primarily of an increase of $238 million from the Building Materials segment
and an increase of $88 million from the Building Envelope segment.
Cost of revenues as a percentage of Revenues was 71.6% and 70.8% three months ended June 30, 2026 and
2025, respectively, and 78.8% and 77.8% for the six months ended June 30, 2026 and 2025, respectively.
The increase in Cost of revenues in both periods as a percentage of Revenues relates in part to higher raw
material and distribution costs within both segments. Cost of revenues in our Building Envelope segment was
also impacted by increased warranty accruals.
The proportion of Cost of revenues related to the Building Materials segment and Building Envelope segment
was 68.4% and 31.6% for the three months ended June 30, 2026 and 69.6% and 30.4% for the three months
ended June 30, 2025. The proportion of Cost of revenues related to the Building Materials segment and
Building Envelope segment was 69.5% and 30.5% for the six months ended June 30, 2026 and 69.2% and
30.8% for the six months ended June 30, 2025.
Selling, general and administrative expenses
In 2025, Selling, general and administrative expenses were primarily developed on a “carve-out” basis from
Holcim, as well as Spin-off related costs. In 2026, this activity reflects the costs to operate a stand-alone
organization.
Selling, general and administrative expenses for the three months ended June 30, 2026 were $283 million, a
decrease of $3 million, or 1.0%, from $286 million for the three months ended June 30, 2025. The decrease
for the three months ended June 30, 2026 was primarily due to lower third-party professional services.
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Amrize Ltd
Selling, general and administrative expenses for the six months ended June 30, 2026 were $568 million, an
increase of $39 million, or 7.4%, from $529 million for the six months ended June 30, 2025. The increase for
the six months ended June 30, 2026 primarily consists of organic growth from personnel expenses for higher
corporate headcount and costs to operate on a stand-alone basis. PB Materials contributed to inorganic
growth.
Gain on disposal of long-lived assets
Gain on disposal of long-lived assets for the three and six months ended June 30, 2026 was $3 million and $8
million, respectively, compared to $4 million and $5 million for the three and six months ended June 30, 2025,
respectively.
Loss on impairments
Loss on impairments for the three and six months ended June 30, 2026 and 2025 was immaterial.
Interest expense, net
Interest expense, net for the three and six months ended June 30, 2026 was $89 million and $167 million, a
decrease of $32 million and $72 million, respectively, or 26.4% and 30.1%, from $121 million and $239 million,
for the three and six months ended June 30, 2025, respectively. The decrease in interest expense, net was
primarily driven by a decrease in related-party debt. Since the Spin-Off, the Company has operated with a
lower debt profile.
Other non-operating income, net
Other non-operating expense, net was immaterial for the presented periods.
Income tax expense
Income tax expense for the three and six months ended June 30, 2026 was $146 million and $105 million,
respectively, an increase of $24 million and $11 million, from $122 million and $94 million, for the three and six
months ended June 30, 2025, respectively. The effective income tax rates for the three and six months
ended June 30, 2026 were 23.5% and 22.2%, compared to 22.7% and 22.7% for the three and six months
ended June 30, 2025. The 2026 effective income tax rate was impacted by an adjustment of uncertain tax
positions. The 2025 effective income tax rate benefited from the OECD Pillar Two regulatory guidance
released in January 2025, which resulted in a reduction in the OECD Pillar Two tax.
Income from equity method investments
Income from equity method investments for the three and six months ended June 30, 2026 and 2025 was
immaterial.
Net Income and Net Income Margin
Net income for the three months ended June 30, 2026 increased to $476 million from $416 million for the
three months ended June 30, 2025. The increase was driven by the benefit from higher volumes, aggregates
price increases, lower interest expense, lower corporate costs, and the contribution from acquisitions. These
drivers were partially offset by higher operating costs, notably higher freight, diesel, and raw material costs
within both segments, as well as higher depreciation, depletion, accretion and amortization expense. Net
income margin was 13.6% for the three months ended June 30, 2026, compared to 12.9% for the three
months ended June 30, 2025.
Net income for the six months ended June 30, 2026 increased to $369 million from $322 million for the six
months ended June 30, 2025. Net income was favorably impacted by the benefit from higher volumes,
aggregates price increases, lower interest expense, and the contribution from acquisitions. These items were
offset by higher operating costs, higher depreciation, depletion, accretion and amortization expense, and
lower prices. Net income margin was 6.5% for the six months ended June 30, 2026, compared to 6.1% for the
six months ended June 30, 2025.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA for the three months ended June 30, 2026 increased to $986 million from $932 million for
the three months ended June 30, 2025. The increase was driven by the benefit from higher sales volumes,
aggregates price increases, lower corporate costs, ASPIRE savings, $8 million of contributions from
acquisitions, and $4 million for the impact of foreign exchange. These drivers were partially offset by higher
52
Amrize Ltd
operating costs, notably higher freight, diesel, and raw material costs within both segments. The prior period
included a discrete adjustment for insurance proceeds. Adjusted EBITDA Margin was 28.2% for the three
months ended June 30, 2026, compared to 29.0% for the three months ended June 30, 2025.
Adjusted EBITDA for the six months ended June 30, 2026 increased to $1,178 million from $1,157 million for
the six months ended June 30, 2025. Adjusted EBITDA was favorably impacted by the benefit from higher
sales volumes, aggregates price increases, $11 million of contributions from acquisitions, and $6 million for
the impact of foreign exchange. These items were mostly offset by higher operating costs and lower prices.
Adjusted EBITDA Margin was 20.8% for the six months ended June 30, 2026, compared to 21.8% for the six
months ended June 30, 2025.
Results of Operations by Segment
Three and Six Months Ended June 30, 2026 Compared to Three and Six Months Ended June 30,
2025
For the three months ended June 30, | For the six months ended June 30, | |||||||||||
(In millions) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||
Segment revenues: | ||||||||||||
Building Materials(1) | $2,445 | $2,259 | 8.2% | $3,948 | $3,600 | 9.7% | ||||||
Building Envelope | 1,049 | 959 | 9.4% | 1,727 | 1,707 | 1.2% | ||||||
Total revenues | $3,494 | $3,218 | 8.6% | $5,675 | $5,307 | 6.9% | ||||||
For the three months ended June 30, | For the six months ended June 30, | |||||||||||
(In millions) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||
Segment Adjusted EBITDA: | ||||||||||||
Building Materials | $793 | $754 | 5.2% | $960 | $886 | 8.4% | ||||||
Building Envelope | 237 | 250 | (5.2)% | 318 | 373 | (14.7)% | ||||||
Total Segment Adjusted EBITDA | 1,030 | 1,004 | 2.6% | 1,278 | 1,259 | 1.5% | ||||||
Unallocated corporate costs | (44) | (72) | 38.9% | (100) | (102) | 2.0% | ||||||
Adjusted EBITDA(2) | $986 | $932 | 5.8% | $1,178 | $1,157 | 1.8% | ||||||
__________________
(1)Segment revenues for Building Materials are presented net of interproduct revenues between our Cement and Aggregates and other
construction materials product lines of $151 million and $146 million for the three months ended June 30, 2026 and 2025, respectively,
and $252 million and $246 million for the six months ended June 30, 2026 and 2025, respectively.
(2)See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for
definitions of these non-GAAP financial measures, information about how and why we use these non-GAAP financial measures and a
reconciliation of each of these non-GAAP financial measures to its most directly comparable financial measure calculated in accordance
with U.S. GAAP.
Building Materials
Building Materials segment revenues for the three and six months ended June 30, 2026 were $2,445 million
and $3,948 million, an increase of $186 million and $348 million, or 8.2% and 9.7%, from $2,259 million and
$3,600 million for the three and six months ended June 30, 2025, respectively. The increase for the three
months ended June 30, 2026 was driven by volume growth of $101 million, contributions from acquisitions of
$54 million, price increases of $25 million, and the favorable impact of foreign currency of $6 million. The
increase for the six months ended June 30, 2026 was driven by volume growth of $225 million, contributions
from acquisitions of $77 million, the favorable impact of foreign currency of $24 million, and price increases of
$22 million.
Cement revenues for the three and six months ended June 30, 2026 were $1,293 million and $2,133 million,
an increase of $107 million and $194 million, or 9.0% and 10.0%, from $1,186 million and $1,939 million for the
three and six months ended June 30, 2025, respectively.
Aggregates and other construction materials revenues for the three and six months ended June 30, 2026
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Amrize Ltd
were $1,303 million and $2,067 million, an increase of $84 million and $160 million, or 6.9% and 8.4%, from
$1,219 million and $1,907 million for the three and six months ended June 30, 2025, respectively.
Volumes | For the three months ended June 30, | For the six months ended June 30, | |||||
in millions | 2026 | 2025 | % Change | 2026 | 2025 | % Change | |
Cement - tons sold1 | 6.3 | 6.0 | 5.0% | 10.5 | 9.6 | 9.4% | |
Aggregates - tons sold | 34.3 | 32.2 | 6.5% | 52.2 | 47.9 | 9.0% | |
Average Selling Price - Year over Year | For the three months ended June 30, | |||||
$ per ton | 2026 | 2025 | % Change | Constant Currency2 | % Change Constant Currency | |
Cement - price per ton1 | $171.43 | $171.52 | (0.1%) | $171.19 | (0.2%) | |
Aggregates - price per ton3 | $14.67 | $14.05 | 4.4% | $14.61 | 4.0% | |
Average Selling Price - Year over Year | For the six months ended June 30, | |||||
$ per ton | 2026 | 2025 | % Change | Constant Currency2 | % Change Constant Currency | |
Cement - price per ton1 | $170.39 | $171.56 | (0.7%) | $169.78 | (1.0%) | |
Aggregates - price per ton3 | $14.96 | $14.41 | 3.8% | $14.85 | 3.1% | |
Average Selling Price - Sequential | For the three months ended | |||||
Constant Currency2 | ||||||
$ per ton | June 30, 2026 | March 31, 2026 | % Change | June 30, 2026 | March 31, 2026 | % Change |
Cement - price per ton1 | $171.43 | $168.83 | 1.5% | $171.19 | $167.67 | 2.1% |
Aggregates - price per ton3 | $14.67 | $15.52 | (5.5%) | $14.61 | $15.29 | (4.4%) |
__________________
1 Cement volume and pricing figures presented above exclude trading.
2 Constant Currency Price per Ton reflects price adjusted to prior period foreign exchange rates. Constant Currency Price per Ton represents
a Non-GAAP measure, which is defined in Non-GAAP Financial Measures.
3 Aggregates pricing figures presented above are freight adjusted, excluding freight revenues.
Building Materials Segment Adjusted EBITDA for the for the three and six months ended June 30, 2026 was
$793 million and $960 million, an increase of $39 million and $74 million, or 5.2% and 8.4%, from $754 million
and $886 million for the three and six months ended June 30, 2025, respectively. The increase in both
periods was mainly attributable to the benefit from volume growth, aggregates price increases, contributions
from acquisitions, and ASPIRE savings, partially offset by higher freight and diesel costs and insurance
proceeds in the prior year related to insurable events in 2024.
Building Envelope
Building Envelope segment revenues for the three and six months ended June 30, 2026 were $1,049 million
and $1,727 million, an increase of $90 million and $20 million, or 9.4% and 1.2%, from $959 million and $1,707
million for the three and six months ended June 30, 2025, respectively. The increase in both periods was
primarily driven by strong volumes, which were partially offset by lower pricing. Pricing improved sequentially
in 2026 as price increases were phased in throughout the second quarter of 2026.
Building Envelope Segment Adjusted EBITDA for the three and six months ended June 30, 2026 was $237
million and $318 million, a decrease of $13 million and $55 million, or 5.2% and 14.7%, from $250 million and
$373 million for the three and six months ended June 30, 2025, respectively. The decrease in both periods in
the Building Envelope Segment Adjusted EBITDA was attributable to price decreases, higher freight costs
from trucking shortages, and the impact of material cost inflation, partially offset by the benefit from strong
volumes.
54
Non-GAAP Financial Measures
In addition to the key operational metrics above and our financial results as reported under U.S. GAAP, we
evaluate our operating performance using certain financial measures, including Total Segment Adjusted
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin, EBITDA and EBITDA Margin, Free Cash Flow, Organic
Growth, and Constant Currency Price per Ton, that are not defined by, or prepared in accordance with, U.S.
GAAP. We refer to these measures as “non-GAAP” financial measures.
These non-GAAP financial measures should not be considered as alternatives to the earnings measures
defined by U.S. GAAP. We utilize these non-GAAP financial measures, among others, to assess our operating
performance and to provide a consistent comparison of performance from period to period and as a basis for
strategic planning and forecasting given our belief that such non-GAAP financial measures closely correlate
to long-term enterprise value. We believe that measuring performance on the basis of Total Segment
Adjusted EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin, EBITDA and EBITDA Margin, Free Cash
Flow, Organic Growth, and Constant Currency Price per Ton is useful to investors because it enables
consistent evaluation of our operational performance and liquidity period to period.
“Total Segment Adjusted EBITDA” is defined as Net income (loss), and excludes the impact of Depreciation,
depletion, accretion and amortization, Interest expense, net, Income tax expense (benefit), Acquisition and
integration-related costs, Litigation-related costs, Loss on impairments, Restructuring and other costs, Spin-
off and separation-related costs, Other non-operating (income) expense, net, Income from equity method
investments, and unallocated corporate costs. “Adjusted EBITDA” is defined as Total Segment Adjusted
EBITDA including unallocated corporate costs. “Adjusted EBITDA Margin” is defined as Adjusted EBITDA
divided by revenues. “EBITDA” is defined as Net income (loss), excluding Depreciation, depletion, accretion
and amortization, Interest expense, net, and Income tax expense (benefit). “EBITDA Margin” is defined as
EBITDA divided by revenues. “Free Cash Flow” is defined as net cash provided by (used in) operating
activities plus proceeds from property and casualty insurance, proceeds from land expropriation, and
proceeds from disposals of long-lived assets less purchases of property, plant and equipment. “Organic
Growth” is a non-GAAP financial measure that excludes acquisitions and divestitures and the impact of
fluctuations in foreign currency exchange rates. Management believes the organic revenue growth measure
provides users with useful supplemental information regarding the Company’s ongoing revenue performance
and trends by presenting revenue growth excluding the impact of foreign exchange as well as the impact of
acquisitions and divestitures. “Constant Currency Price per Ton” is defined as price per ton adjusted to prior
period foreign exchange rates, which is intended to eliminate the impact of foreign currency exchange rate
fluctuations. Constant currency measures are calculated by translating local currency financial results into
U.S. Dollars using the weighted-average exchange rates in effect during the comparable period. Management
believes constant currency performance metrics provide useful supplemental information to investors by
isolating underlying operational trends from foreign currency volatility.
Total Segment Adjusted EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin, EBITDA and EBITDA Margin,
Free Cash Flow, Organic Growth, and Constant Currency Price per Ton have limitations as analytical tools and
should not be considered in isolation or as substitutes for an analysis of our results as reported under U.S.
GAAP. Because of these limitations, Total Segment Adjusted EBITDA, Adjusted EBITDA and Adjusted EBITDA
Margin, EBITDA and EBITDA Margin, Free Cash Flow, Organic Growth, and Constant Currency Price per Ton
should not be considered as replacements for revenues, net income (loss), net income (loss) margin, net cash
provided by (used in) operating activities, revenue growth, or price per ton, as determined by U.S. GAAP, or
as measures of our profitability. We compensate for these limitations by relying primarily on our U.S. GAAP
results and using non-GAAP financial measures only for supplemental purposes.
55
Reconciliation of Non-GAAP Financial Measures
Total Segment Adjusted EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, EBITDA and EBITDA Margin are
monitored by management in order to efficiently allocate resources between segments and to assess
performance. The table below reconciles our net income and net income margin, the most directly
comparable financial measures calculated in accordance with U.S. GAAP, to Total Segment Adjusted EBITDA,
Adjusted EBITDA, Adjusted EBITDA Margin, EBITDA, and EBITDA Margin, respectively.
For the three months | For the six months | |||||||
ended June 30, | ended June 30, | |||||||
(In millions, except for percentage data) | 2026 | 2025 | 2026 | 2025 | ||||
Net income | $476 | $416 | $369 | $322 | ||||
Depreciation, depletion, accretion and amortization | 257 | 226 | 494 | 444 | ||||
Interest expense, net | 89 | 121 | 167 | 239 | ||||
Income tax expense | 146 | 122 | 105 | 94 | ||||
EBITDA | 968 | 885 | 1,135 | 1,099 | ||||
Acquisition and integration-related costs(1) | 10 | 17 | 28 | 21 | ||||
Litigation-related (settlements) costs(2) | (5) | 4 | (3) | 4 | ||||
Loss on impairments(3) | 2 | 2 | 2 | 2 | ||||
Restructuring and other costs(4) | 5 | 9 | 8 | 9 | ||||
Spin-off and separation-related costs(5) | 6 | 17 | 10 | 25 | ||||
Other non-operating expense (income), net(6) | 1 | (1) | (1) | (2) | ||||
Income from equity method investments | (1) | (1) | (1) | (1) | ||||
Adjusted EBITDA | 986 | 932 | 1,178 | 1,157 | ||||
Unallocated corporate costs | 44 | 72 | 100 | 102 | ||||
Total Segment Adjusted EBITDA | $1,030 | $1,004 | $1,278 | $1,259 | ||||
Building Materials | $793 | $754 | $960 | $886 | ||||
Building Envelope | $237 | $250 | $318 | $373 | ||||
Net income margin | 13.6% | 12.9% | 6.5% | 6.1% | ||||
EBITDA Margin | 27.7% | 27.5% | 20.0% | 20.7% | ||||
Adjusted EBITDA Margin | 28.2% | 29.0% | 20.8% | 21.8% | ||||
_________________
(1)Acquisition and integration-related costs are those incurred for business combinations (including advisory, legal, valuation, and other
professions fees) as well as the unfavorable effects of purchase accounting. Certain warranty charges related to pre-acquisition
manufacturing issues are also included.
(2)Litigation-related (settlements) costs include certain litigation settlements, environmental remediation, and legal-related consulting and
professional fees that are not representative of expenses arising in the ordinary course of business.
(3)Loss on impairments consist of one-time charges on the Company’s investments and property, plant, and equipment.
(4)Restructuring and other costs include charges associated with non-core sites and termination-related severance costs
(5)Spin-Off and separation-related costs notably include rebranding costs and professional services supporting Sarbanes-Oxley
implementation efforts.
(6)Other non-operating income, net primarily consists of costs related to gains on proceeds from property and casualty insurance.
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Amrize Ltd
Free Cash Flow is monitored by management to assess liquidity. The table below reconciles our net cash
used in operating activities, the most directly comparable financial measure calculated in accordance with
U.S. GAAP, to Free Cash Flow.
For the six months ended June 30, | ||||
(In millions) | 2026 | 2025 | ||
Net cash used in operating activities | $(475) | $(441) | ||
Capital expenditures, net: | ||||
Purchases of property, plant and equipment | (520) | (448) | ||
Proceeds from disposals of long-lived assets | 9 | 7 | ||
Proceeds from land expropriation | — | 20 | ||
Proceeds from property and casualty insurance | — | 2 | ||
Total capital expenditures, net | (511) | (419) | ||
Free cash flow | $(986) | $(860) | ||
Liquidity and Capital Resources
Our ability to fund our cash needs will depend on our ongoing ability to generate cash from operations. In
addition, we may access capital markets, in particular for debt financing, or enter into factoring agreements
with unrelated financial institutions to sell certain receivables on a non-recourse basis in order to satisfy
capital requirements not satisfied by cash flows from operating activities, particularly between April and
October, due to the seasonality of our business. We expect to utilize our capital resources to fund operations
and capital expenditures, pursue strategic acquisitions and other business development transactions, repay
our indebtedness over time, and return cash to shareholders through dividends and share repurchases. We
continually evaluate our liquidity requirements in light of our operating needs, growth initiatives, and capital
resources. We believe that our existing cash reserves, cash flow from operations, as well as a range of
available financing activities will provide adequate resources to fund our short-term and long-term capital
requirements, including our debt requirements and expected pension contributions for at least the next
twelve months.
Cash Flows
The following table summarizes our net cash used in and provided by operating, investing and financing
activities for the periods indicated:
For the six months ended June 30, | ||||
(In millions) | 2026 | 2025 | ||
Net cash provided by (used in): | ||||
Operating activities | $(475) | $(441) | ||
Investing activities | (896) | (11) | ||
Financing activities | 188 | (566) | ||
Effect of exchange rate changes on cash and cash equivalents | (10) | 34 | ||
Decrease in cash and cash equivalents | (1,193) | (984) | ||
Cash and cash equivalents - beginning of period | 1,922 | 1,585 | ||
Cash and cash equivalents - end of period | $729 | $601 | ||
Working Capital
Due to the seasonal nature of our business, we typically use cash as working capital increases in the first half
of the year. This increase is driven by higher activity and the related impact in accounts receivable, increased
inventory from production, and higher maintenance activities at the beginning of our production season. In
the second half of the year, working capital becomes a source of cash as revenue activity peaks, drawing
down inventory, and collecting outstanding accounts receivable. We may periodically utilize customer
early‑payment programs and adjust the timing of certain payments.
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Amrize Ltd
Cash Flows from Operating Activities
Our most significant source of operating cash flows is cash received from customer purchases of our Building
Materials and Building Envelope products. Our primary use of cash from operating activities is to pay for our
manufacturing operations.
For the six months ended June 30, 2026 and 2025, net cash used in operating activities was $475 million and
$441 million, respectively. The increase in cash used in operating activities of $34 million was primarily driven
by higher accounts receivable and settlement of amounts due to related parties, partially offset by higher net
income and non-cash expenses.
Cash Flows from Investing Activities
For the six months ended June 30, 2026 and 2025, net cash used in investing activities was $896 million and
$11 million, respectively. The increase in cash used in investing activities for the six months ended June 30,
2026, as compared to the six months ended June 30, 2025, was primarily driven by the acquisition of PB
Materials for $425 million during the six months ended June 30, 2026 and an increase in proceeds from cash
pooling of $522 million in the six months ended June 30, 2025.
Cash Flows from Financing Activities
For the six months ended June 30, 2026, net cash provided by financing activities was $188 million compared
to cash used in financing activities of $566 million for the six months ended June 30, 2025. The increase in
cash provided by financing activities for the six months ended June 30, 2026, as compared to the six months
ended June 30, 2025, was primarily driven by proceeds from borrowings during the six months ended June
30, 2026 and a net repayment of borrowings during the six months ended June 30, 2025, partially offset by
dividends paid and shares repurchased during the six months ended June 30, 2026.
Contractual Obligations and Commitments
Under various agreements, we are obligated to make future cash payments in fixed amounts. These include
payments under our debt and other borrowings, in addition to pension and other postretirement benefit plan
contributions. The following table presents our significant contractual obligations and commitments with
definitive payment terms as of June 30, 2026:
(In millions) | Remainder of 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | |||||||
Principal on debt and other borrowings | $1,069 | $700 | $700 | $3 | $1,000 | $2,529 | $6,001 | |||||||
Operating lease obligations | 88 | 155 | 121 | 95 | 66 | 268 | 793 | |||||||
Finance lease obligations | 66 | 114 | 87 | 57 | 34 | 107 | 465 | |||||||
Pension and postretirement contributions | 13 | 27 | 25 | 24 | 23 | 411 | 523 | |||||||
Purchase obligations(1) | 709 | 90 | 59 | 46 | 37 | 101 | 1,042 | |||||||
Total | $1,945 | $1,086 | $992 | $225 | $1,160 | $3,416 | $8,824 |
_________________
(1)Purchase obligations is comprised of purchase commitments of $776 million for goods and services and capital expenditures of $266
million for property, plant and equipment.
Off Balance Sheet Arrangements
Periodically, we enter into off balance sheet commitments, including surety bonds and letters of credit, to
fulfill certain obligations related to specific projects, insurance and site restoration. As of June 30, 2026 and
December 31, 2025, we had outstanding commitments amounting to $798 million and $751 million,
respectively. Historically, no material claims have been made against these surety bonds and letters of credit.
We did not have any other off balance sheet arrangements as of June 30, 2026 and December 31, 2025.
Critical Accounting Estimates
There have been no material changes to the critical accounting estimates outlined in our Annual Report on
Form 10-K for the year ended December 31, 2025.
58
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to certain market risks, which exist as a part of our ongoing business operations. We monitor
and manage these financial exposures as an integral part of our overall risk management program. To manage
the aforementioned risks, we may, from time to time, use forward contracts, options, swaps, caps, collars,
and floors or pursue other strategies to limit our exposure to changes in markets including changes in interest
rates, currency exchange rates, and commodity prices.
For the six months ended June 30, 2026, there have been no material changes to our market risks from those
disclosed in the 2025 Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) are designed to ensure that information required to be disclosed by the Company in reports
that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the
time periods specified in SEC rules and forms and (ii) accumulated and communicated to the Company’s
management, including its principal executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.
In connection with the preparation of this Quarterly Report, an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures as of June 30, 2026 was carried out under the
supervision and with the participation of the Company’s management, including the Chief Executive Officer
and Chief Financial Officer (“the Certifying Officers”). Based on this evaluation, the Certifying Officers
concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2026
because of our previously reported material weakness in our internal control over financial reporting, as
described in the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended
December 31, 2025.
Notwithstanding the identified material weakness, management has concluded that the condensed
consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material
respects, our financial position, results of operations and cash flows for the periods disclosed in conformity
with U.S. GAAP.
Material Weakness
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim
financial statements will not be prevented or detected on a timely basis.
As previously disclosed, management identified a material weakness in the design and operation of our
internal control over financial reporting related to insufficient accounting and supervisory personnel who have
the appropriate level of U.S. GAAP technical accounting experience and training.
Ongoing Remediation Efforts to Address the Previously Identified Material Weakness
Management, under the oversight of the Audit Committee, is in the process of implementing measures
designed to remediate the factors contributing to the material weakness, including:
•Continuing to recruit, onboard and train qualified personnel with U.S. GAAP and SEC experience to
support enhanced control ownership and timely, consistent execution of internal control over
financial reporting;
•Establishing and advancing Finance Policy and Disclosure Committees comprised of appropriately
qualified personnel;
•Utilizing outside resources with specialized accounting expertise to supplement internal resources as
needed.
While we have taken steps to implement our remediation plan, the material weakness will not be considered
remediated until the enhanced controls operate for a sufficient period of time and management has
concluded, through testing, that the related controls are effective. We will continue to monitor the
effectiveness of our remediation plan and refine the plan as appropriate.
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Amrize Ltd
Changes in Internal Controls over Financial Reporting
Other than with respect to the continued remediation efforts in connection with the material weakness
described above, there were no changes in our internal control over financial reporting during the six months
ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is from time to time a party to various legal proceedings that arise in the ordinary course of
business. See Note 18 (Commitments and contingencies) of this Form 10-Q for additional discussion
concerning our legal proceedings.
The Company has elected to use a $1 million sanctions threshold for disclosing certain proceedings under
environmental laws to which a governmental authority is a party. Applying this threshold, there were no
relevant legal proceedings to disclose for this period.
Item 1A. Risk Factors
There were no material changes to the risk factors disclosed in of our 2025 Form 10-K.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases
of Equity Securities
The following table presents the number and average price of shares purchased in each month of the second
quarter of fiscal year 2026:
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs1 | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Program2 | ||||
April 1 - April 30, 2026 | — | — | — | — | ||||
May 1 - May 31, 2026 | 1,456,910 | $50.49 | 1,456,910 | 17,381,524 | ||||
June 1 - June 30, 2026 | 2,302,986 | $53.74 | 2,302,986 | 15,059,621 | ||||
Total | 3,759,896 | 3,759,896 |
_________________
(1)On February 17, 2026, the Company announced that the Board of Directors approved a share repurchase authorization of $1.0 billion,
with a 12-month expiration. The Company implemented the share repurchase program after the annual general meeting of shareholders
on April 21, 2026.
(2)The maximum number of shares that may yet be purchased under this plan was based on the closing price of our common stock on the
New York Stock Exchange as of June 30, 2026 of $53.30 per share.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
For information concerning mine safety violations or other regulatory matters required by Section 1503(a) of
the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K, see Exhibit
95 of this report, which is incorporated herein by reference.
Item 5. Other Information
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Amrize Ltd
Item 6. Exhibits
Exhibit No. | Exhibit |
31.1* | Certification of CEO, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2* | Certification of CFO, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32** | Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
95* | Disclosure of Mine Safety and Health Administration (MSHA) Safety Data. |
101* | Inline eXtensible Business Reporting Language (XBRL). |
104 | Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101). |
* Filed herewith
** This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of
1933, as amended, or the Exchange Act.
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Amrize Ltd
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Amrize Ltd | ||
By: | /s/ Baris Oran | |
Name: | Baris Oran | |
Title: | Chief Financial Officer (Duly authorized officer and principal financial officer) | |
Date: | August 10, 2026 | |