Amrize Ltd 2026年第三季度财报发布，营收增长但建筑围护部门EBITDA下滑

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 September 30, 2026

☐

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

Amrize Ltd

(Exact name of Registrant as specified in its charter)

Switzerland

98-1807904

(State or Other Jurisdiction of Incorporation or

Organization)

(I.R.S. Employer Identification No.)


Grafenauweg 8			6300
6300	Zug	Switzerland	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 symbol(s)	Name of exchange on which registered
Ordinary Shares, par value $0.01 per share	AMRZ	New York Stock Exchange

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):


Large accelerated filer	☒	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 October 23, 2026, the number of outstanding Ordinary Shares was 532,391,396, net of Treasury Shares.

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	41
Item 3. Quantitative and Qualitative Disclosures About Market Risk	55
Item 4. Controls and Procedures	56
PART II - OTHER INFORMATION	57
Item 1. Legal Proceedings	57
Item 1A. Risk Factors	57
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	58
Item 3. Defaults Upon Senior Securities	58
Item 4. Mine Safety Disclosures	58
Item 5. Other Information	58
Item 6. Exhibits	59

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.

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 in 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 with 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.

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 nine months
	ended September 30,		ended September 30,
	2026	2025	2026	2025
Revenues	$3,771	$3,690	$9,445	$8,997
Cost of revenues	(2,690)	(2,598)	(7,163)	(6,727)
Gross profit	1,081	1,092	2,282	2,270
Selling, general and administrative expenses	(291)	(313)	(859)	(842)
Gain on disposal of long-lived assets	3	4	11	9
Loss on impairments	—	—	(2)	(2)
Operating income	793	783	1,432	1,435
Interest expense, net	(89)	(89)	(256)	(328)
Other non-operating income, net	2	—	3	2
Income before income tax expense and income from equity method investments	706	694	1,179	1,109
Income tax expense	(153)	(158)	(258)	(252)
Income from equity method investments	5	4	6	5
Net income	558	540	927	862
Net loss attributable to noncontrolling interests	1	2	5	3
Net income attributable to the Company	$559	$542	$932	$865

Earnings per share attributable to the Company:
Basic	$1.03	$0.98	$1.69	$1.56
Diluted	$1.02	$0.98	$1.69	$1.56
Weighted-average number of shares outstanding:
Basic	544.6	553.1	550.1	553.1
Diluted	545.5	553.9	551.2	553.4

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Amrize Ltd

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In millions)


	For the three months		For the nine months
	ended September 30,		ended September 30,
	2026	2025	2026	2025
Comprehensive income:
Net income	$558	$540	$927	$862
Other comprehensive income (loss), net of tax:
Foreign currency translation	(15)	(80)	(173)	158
Net change in fair value of cash flow hedges, net of tax	6	—	14	7
Actuarial losses and prior service costs for defined benefit pension plans and other postretirement benefit plans, net of tax	(1)	1	(4)	(1)
Total other comprehensive income (loss), net of tax	(10)	(79)	(163)	164
Total comprehensive income	548	461	764	1,026
Comprehensive loss attributable to noncontrolling interests	1	2	5	3
Comprehensive income attributable to the Company	$549	$463	$769	$1,029

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Amrize Ltd

Condensed Consolidated Balance Sheets

(In millions, except share data)


	As of September 30,	As of December 31,
	2026	2025
	(unaudited)
Assets
Current Assets:
Cash and cash equivalents	$299	$1,922
Accounts receivable, net	2,165	1,113
Inventories, net	1,567	1,490
Prepaid expenses and other current assets	198	88
Total current assets	4,229	4,613
Property, plant and equipment, net	8,529	7,936
Goodwill	9,056	9,044
Intangible assets, net	1,659	1,728
Operating lease right-of-use assets, net	631	615
Other noncurrent assets	251	273
Total Assets	$24,355	$24,209
Liabilities and Equity
Current Liabilities:
Accounts payable	$1,274	$1,530
Short-term borrowings	904	—
Current portion of long-term debt	708	333
Operating lease liabilities	132	136
Other current liabilities	946	886
Total current liabilities	3,964	2,885
Long-term debt	4,236	4,936
Deferred income tax liabilities	1,109	1,042
Noncurrent operating lease liabilities	525	500
Other noncurrent liabilities	1,761	1,725
Total Liabilities	11,595	11,088
Commitments and contingencies (see Note 18)
Equity
Common stock, par value of $0.01 per share, 680,250,615 shares authorized, 566,875,513 issued and 536,876,606 outstanding as of September 30, 2026 566,875,513 issued and 553,082,525 outstanding as of December 31, 2025	6	6
Additional paid-in capital	12,605	12,569
Retained earnings	1,495	930
Treasury stock, 29,998,907 shares as of September 30, 2026 and 13,792,988 shares as of December 31, 2025	(794)	—
Accumulated other comprehensive loss	(543)	(380)
Total equity attributable to the Company	12,769	13,125
Noncontrolling interests	(9)	(4)
Total Equity	12,760	13,121
Total Liabilities and Equity	$24,355	$24,209

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Amrize Ltd

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)


	For the nine months ended September 30,
	2026	2025
Cash Flows from Operating Activities:
Net income	$927	$862
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, depletion, accretion and amortization	757	683
Share-based compensation	29	6
Deferred tax expense (benefit)	(14)	24
Other items, net	92	69
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable, net	(1,069)	(996)
Due from related party	—	49
Inventories, net	(65)	(7)
Accounts payable	(244)	13
Due to related party	—	(98)
Other assets	(100)	(97)
Other liabilities	(74)	(73)
Defined benefit pension plans and other postretirement benefit plans	(17)	(18)
Net cash provided by operating activities	222	417
Cash Flows from Investing Activities:
Purchases of property, plant and equipment	(786)	(637)
Acquisitions, net of cash acquired	(467)	(86)
Net decrease in short-term related-party notes receivable from cash pooling program	—	522
Other investing activities, net	51	(16)
Net cash used in investing activities	(1,202)	(217)
Cash Flows from Financing Activities:
Transfers to Holcim, net	—	(98)
Proceeds from short-term borrowings, net	904	547
Proceeds from issuance of long-term debt, net of discount	—	3,395
Payments of debt issuance costs	—	(24)
Net repayments of short-term related-party debt	—	(129)
Proceeds from debt-for-debt exchange with Holcim	—	922
Proceeds from issuances of long-term related-party debt	—	22
Repayments of long-term related-party debt	—	(5,541)
Repayments of long-term third-party debt	(326)	—
Payments of finance lease obligations	(98)	(75)
Repurchases of common stock	(750)	—
Dividends paid	(364)	—
Other financing activities, net	6	(4)
Net cash used in financing activities	(628)	(985)
Effect of exchange rate changes on cash and cash equivalents	(15)	26
Decrease in cash and cash equivalents	(1,623)	(759)
Cash and cash equivalents at the beginning of period	1,922	1,585
Cash and cash equivalents at the end of period	$299	$826

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Amrize Ltd

Condensed Consolidated Statements of Equity (Unaudited)

For the Three Months Ended September 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 June 30, 2026	567	$6	(17)	$(194)	$12,590	$997	$—	$(533)	$(8)	$12,858
Net income (loss)	—	—	—	—	—	559	—	—	(1)	558
Other comprehensive loss, net of taxes	—	—	—	—	—	—	—	(10)	—	(10)
Repurchases of common stock	—	—	(13)	(600)	—	—	—	—	—	(600)
Dividends	—	—	—	—	—	(60)	—	—	—	(60)
Share-based compensation expense	—	—	—	—	9	—	—	—	—	9
Shares withheld for employees’ income tax obligations and other	—	—	—	—	—	(1)	—	—	—	(1)
Shares issued under employee share plans	—	—	—	—	6	—	—	—	—	6
Balance as of September 30, 2026	567	$6	(30)	$(794)	$12,605	$1,495	$—	$(543)	$(9)	$12,760


	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 June 30, 2025	567	$6	(14)	$—	$12,558	$59	$—	$(350)	$(1)	$12,272
Net income (loss)	—	—	—	—	—	542	—	—	(2)	540
Other comprehensive loss, net of taxes	—	—	—	—	—	—	—	(79)	—	(79)
Share-based compensation expense and other	—	—	—	—	4	(3)	—	—	—	1
Balance as of September 30, 2025	567	$6	(14)	$—	$12,562	$598	$—	$(429)	$(3)	$12,734

Amrize Ltd

Condensed Consolidated Statements of Equity (Unaudited)

For the Nine Months Ended September 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	567	$6	(14)	$—	$12,569	$930	$—	$(380)	$(4)	$13,121
Net income (loss)	—	—	—	—	—	932	—	—	(5)	927
Other comprehensive loss, net of taxes	—	—	—	—	—	—	—	(163)	—	(163)
Repurchases of common stock	—	—	(17)	(794)	—	—	—	—	—	(794)
Dividends	—	—	—	—	—	(365)	—	—	—	(365)
Share-based compensation expense	—	—	1	—	29	—	—	—	—	29
Shares withheld for employees’ income tax obligations and other	—	—	—	—	(4)	(2)	—	—	—	(6)
Shares issued under employee share plans	—	—	—	—	11	—	—	—	—	11
Balance as of September 30, 2026	567	$6	(30)	$(794)	$12,605	$1,495	$—	$(543)	$(9)	$12,760


	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	—	$—	—	$—	$—	$—	$10,375	$(595)	$(1)	$9,779
Net income (loss)	—	—	—	—	—	601	264	—	(3)	862
Other comprehensive income, net of taxes	—	—	—	—	—	—	—	164	—	164
Changes in equity attributable to noncontrolling interests	—	—	—	—	—	—	(1)	—	1	—
Net transfers from Holcim including Spin- off-related adjustments	—	—	—	—	—	—	1,926	2	—	1,928
Issuance of Common stock, Treasury stock and reclassification of Net parent investment	567	6	(14)	—	12,558	—	(12,564)	—	—	—
Share-based compensation expense and other	—	—	—	—	4	(3)	—	—	—	1
Balance as of September 30, 2025	567	$6	(14)	$—	$12,562	$598	$—	$(429)	$(3)	$12,734

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


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	21
Note 14. Segment information	21
Note 15. Pension and other postretirement benefits	24
Note 16. Derivatives	25
Note 17. Accumulated other comprehensive loss	26
Note 18. Commitments and contingencies	27
Note 19. Related party	29
Note 20. Supplemental cash flow information	31
Note 21. Earnings per share and shareholders’ equity	31
Note 22. Share-based compensation	33
Note 23. Revision of prior period financial statements	33
Note 24. Subsequent events	40

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1. Organization and basis of presentation

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

553,082,069 Ordinary Shares. This amount was based on 566,875,513 Holcim shares outstanding at the

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.

Basis of presentation

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

(“2025 Form 10-K”).

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,

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 into 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 $11 million of transaction costs to the Company for

the nine months ended September 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 costs to establish certain standalone functions. These

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

Use of estimates

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

September 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.

Fair value measurements

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

the fair value of Long-term debt. See Note 16 (Derivatives) for disclosures on the fair value of hedging

instruments.

Revision of prior period financial statements

The Company has revised certain prior period financial statements to correct immaterial adjustments

identified during the preparation of the consolidated financial statements. These adjustments correct an

extended warranty misstatement as well as other unrelated misstatements. These revisions were not material

to the prior periods and do not affect the ongoing operations of the Company. The revisions to our historical

consolidated financial statements and the related notes thereto are reflected herein. See Note 23 (Revision of

prior period financial statements) for additional information and a summarized quantification of the revised

financial statements of the comparative periods herein and Note 23 (Revision of prior period financial

statements) in our June 30, 2026 Quarterly Report on Form 10-Q filed with the SEC on August 10, 2026.

Note 2. New accounting standards

Recently issued accounting pronouncements not yet adopted

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.

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

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

Note 3. Revenues

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.

The following table disaggregates revenues by product line for each of the Company’s reportable segments:


	For the three months		For the nine months
	ended September 30,		ended September 30,
(In millions)	2026	2025	2026	2025
Building Materials
Cement	$1,397	$1,393	$3,530	$3,332
Aggregates and other construction materials	1,612	1,567	3,679	3,474
Interproduct revenues	(167)	(167)	(420)	(413)
Building Envelope	929	897	2,656	2,604
Total Revenues	$3,771	$3,690	$9,445	$8,997

Contract assets include estimated earnings in excess of billings on uncompleted construction contracts. The

current portion of contract assets were $93 million, $25 million, $69 million, and $30 million as of September

30, 2026, December 31, 2025, September 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, $14 million, and $8 million as of September

30, 2026, December 31, 2025, September 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 $489 million, $519

million, $464 million, and $477 million as of September 30, 2026, December 31, 2025, September 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 $53 million of the deferred revenue during the next

twelve months, and the remaining $436 million thereafter.

Note 4. Acquisitions

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.

The Company completed the acquisition of PB Materials, a provider of aggregates and ready-mix solutions in

the West Texas region, on February 18, 2026 for total cash consideration of $425 million. Additionally, the

Company completed the acquisition of Rapid Redi-Mix, LLC, a ready-mix concrete business in the Dallas-Fort

Worth metro area, on July 31, 2026.

The operating results of the acquisitions are reported in the Building Materials segment. Pro forma financial

information reflecting the effects of the acquisitions for the nine months ended September 30, 2026 are not

presented, as the business combinations are not material to the Company’s results of operations.

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

The total consideration and the preliminary fair values of identifiable assets acquired and liabilities assumed is

as follows:


(In millions)		Total 2026 Acquisitions
Total assets and liabilities acquired
Inventories		39
Property, plant and equipment		402
Intangible assets		41
Other, primarily right-of-use assets		9
Deferred tax liabilities		(87)
Other liabilities assumed		(7)
Total identifiable net assets at fair value		397
Goodwill		77
Total estimated fair value of net assets		$474

Total consideration		$474
Less: Deferred consideration		7
Cash consideration		$467

Goodwill arising from the acquisitions 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.

Note 5. Accounts receivable, net


	As of	As of
(In millions)	September 30, 2026	December 31, 2025
Trade receivables	$2,164	$1,103
Less: allowance for credit losses	(39)	(34)
Other current receivables, net	40	44
Accounts receivable, net	$2,165	$1,113

The changes in the allowance for credit losses were as follows:


(In millions)	2026	2025
Balance as of January 1	$34	$51
Charge-offs	—	(11)
Provision for credit losses	4	6
Foreign currency translation and other	1	(15)
Balance as of September 30	$39	$31

Note 6. Inventories, net


	As of	As of
(In millions)	September 30, 2026	December 31, 2025
Raw materials, parts, and supplies	$565	$584
Semi-finished and finished goods	1,002	906
Total inventories, net	$1,567	$1,490

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 7. Property, plant and equipment, net


	As of	As of
(In millions)	September 30, 2026	December 31, 2025
Land and mineral reserves	$3,626	$3,339
Buildings and installations	3,069	3,035
Machines, furniture, vehicles and tools	10,087	9,656
Construction in progress	762	470
Finance lease right-of-use assets	694	551
Total property, plant and equipment	18,238	17,051
Less: accumulated depreciation, depletion and impairment	(9,709)	(9,115)
Property, plant and equipment, net	$8,529	$7,936

Depreciation and depletion expense was $223 million and $200 million for the three months ended

September 30, 2026 and 2025, respectively, and $639 million and $568 million for the nine months ended

September 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 no impairment charges for each of the three months ended September 30, 2026 and

2025, respectively, and $2 million of impairment charges for each of the nine months ended September 30,

2026 and 2025, respectively.

The Company recorded gains on disposals of long-lived assets of $3 million and $4 million for the three

months ended September 30, 2026 and 2025, respectively, and $11 million and $9 million for the nine months

ended September 30, 2026 and 2025, respectively.

Note 8. Goodwill and intangible assets, net

Goodwill

The changes in the carrying amount of goodwill by segment were as follows:


(In millions)	Building Materials	Building Envelope	Total
Balance as of January 1, 2026	$4,998	$4,046	$9,044
Acquisitions	77	—	77
Foreign currency translation adjustment and other	(65)	—	(65)
Balance as of September 30, 2026	$5,010	$4,046	$9,056

No goodwill impairment triggering events were identified during the nine months ended September 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 $36 million for the three months ended

September 30, 2026 and 2025, respectively, and $108 million and $105 million for the nine months ended

September 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.

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 9. Additional financial information

Other current liabilities consisted of the following:


	As of	As of
(In millions)	September 30, 2026	December 31, 2025
Employee-related liabilities other than pension	$202	$226
Finance lease liabilities	125	114
Accrued purchases of property, plant and equipment	48	90
Accrued interest	96	76
Income tax payable	110	113
Contract liabilities	53	61
Indirect taxes	74	37
Asset retirement obligations	31	39
Self-insurance reserves	32	30
Pension liabilities	22	23
Standard warranty reserves	14	25
Other	139	52
Total Other current liabilities	$946	$886

Other noncurrent liabilities consisted of the following:


	As of	As of
(In millions)	September 30, 2026	December 31, 2025
Contract liabilities	$436	$458
Finance lease liabilities	362	321
Asset retirement obligations	255	255
Pension liabilities	220	229
Liabilities for unrecognized tax benefits	165	158
Self-insurance reserves	96	91
Standard warranty reserves	77	81
Environmental remediation liabilities	60	60
Other	90	72
Total Other noncurrent liabilities	$1,761	$1,725

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 10. Debt


	Effective interest rate as of September 30,	As of September 30,	As of December 31,
(In millions)	2026	2026	2025
3.50% Unsecured Notes due 2026	3.56%	$—	$326
4.60% Unsecured Notes due 2027	4.71%	700	700
4.70% Unsecured Notes due 2028	4.81%	700	700
4.95% Unsecured Notes due 2030	5.07%	1,000	1,000
7.65% Private Placement due 2031	7.95%	50	50
4.20% Unsecured Notes due 2033	4.29%	50	50
5.40% Unsecured Notes due 2035	5.55%	1,000	1,000
7.13% Unsecured Notes due 2036	7.38%	445	445
6.88% Unsecured Notes due 2039	7.12%	191	191
6.50% Unsecured Notes due 2043	6.72%	239	239
4.75% Unsecured Notes due 2046	4.86%	554	554
Other		11	12
Total principal		4,940	5,267
Unamortized premiums and debt issuance costs		4	2
Total long-term debt		4,944	5,269
Less: current portion of long-term debt		(708)	(333)
Long-term debt		$4,236	$4,936

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

$4,066 million as of September 30, 2026 (comprised of $4,013 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 decrease in fair value relates to the 3.50% Unsecured

Notes due 2026, which were repaid in the third quarter of 2026, and the 4.60% Unsecured Notes due 2027,

which were reclassified to the current portion of 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.

The fair value of the Company’s long-term debt was as follows:


(In millions)		As of September 30, 2026
Carrying amount		$4,236
Fair value		$4,066

The Company recognized interest expense related to third-party debt of $76 million and $79 million for the

three months ended September 30, 2026 and 2025, respectively, and $226 million and $144 million for the

nine months ended September 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 nine months ended September 30, 2026 and 2025. Third-party interest income was $4 million and

$6 million for the three months ended September 30, 2026 and 2025, respectively, and $17 million and $30

million for the nine months ended September 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

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 nine months ended September 30, 2026, the Company utilized

the Commercial Paper Program. As of September 30, 2026, the amount outstanding was $904 million. The

weighted average interest rate for borrowings under the Commercial Paper Program was 4.21% as of

September 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 September 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, 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 September 30, 2026, the Company was in compliance with the financial covenants of its debt agreements.

Note 11. Leases

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.

Balance sheet information related to leases was as follows:


	As of	As of
(In millions)	September 30, 2026	December 31, 2025
Operating lease right-of-use assets, net	$631	$615
Finance lease right-of-use assets, net	461	413
Total lease assets, net	$1,092	$1,028
Current portion of operating lease liabilities	$132	$136
Current portion of finance lease liabilities	125	114
Noncurrent portion of operating lease liabilities	525	500
Noncurrent portion of finance lease liabilities	362	321
Total lease liabilities	$1,144	$1,071

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.

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table summarizes the components of lease expense recorded in the unaudited condensed

consolidated statements of operations:


	For the three months		For the nine months
	ended September 30,		ended September 30,
(In millions)	2026	2025	2026	2025
Operating lease expense	$43	$20	$131	$110
Finance lease expense:
Amortization of leased assets	36	37	101	81
Interest on lease liabilities	6	4	17	13
Short term lease cost	17	15	47	42
Variable lease cost	2	2	4	3
Total lease expense	$104	$78	$300	$249

Note 12. Asset retirement obligations

Asset retirement obligation (“ARO”) costs related to accretion of the Company’s liabilities and depreciation of

the related assets were as follows:


	For the three months		For the nine months
	ended September 30,		ended September 30,
(In millions)	2026	2025	2026	2025
Accretion	$3	$3	$10	$10
Depreciation	7	6	19	17
Total costs	$10	$9	$29	$27

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)	September 30, 2026	December 31, 2025
Current ARO liability	$31	$39
Noncurrent ARO liability	255	255
Total ARO liability	$286	$294

The changes in the Company’s asset retirement obligations were as follows:


(In millions)		2026
Balance as of January 1		$294
Accretion expense		10
Liabilities settled		(14)
Foreign currency translation adjustment		(4)
Balance as of September 30		$286

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 13. Income taxes

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 nine months
	ended September 30,		ended September 30,
(In millions, except for percentage data)	2026	2025	2026	2025
Total income tax expense	$153	$158	$258	$252
Effective income tax rate	21.7%	22.8%	21.9%	22.7%

In July 2026, the Company received notification from the Competent Authority Services Divisions of Canada

and France that a settlement proposal was put forward under the Mutual Agreement Procedure (MAP) related

to intercompany transactions between Lafarge Canada, Inc. (now Amrize Canada Inc.) and Lafarge S.A., for

the 2011 to 2015 tax periods. During the third quarter of 2026, Management evaluated the settlement

proposal, including the implications and potential next steps. Management concluded that the settlement

proposal does not represent a final resolution and that no change to the existing uncertain tax position

measurement is warranted. Accordingly, the uncertain tax position measurement remains unchanged and the

Company will pursue arbitration under the respective tax treaties.

Note 14. Segment information

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.

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.

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

The key performance indicators for the Company’s reportable segments are presented in the following table.

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 nine months
	ended September 30,		ended September 30,
(In millions)	2026	2025	2026	2025
Revenues:
Building Materials	$2,842	$2,793	$6,789	$6,393
Building Envelope	929	897	2,656	2,604
Total Revenues	$3,771	$3,690	$9,445	$8,997

Cost of revenues:
Building Materials	$1,806	$1,796	$4,604	$4,354
Building Envelope	648	597	1,875	1,737
Total cost of revenues	$2,454	$2,393	$6,479	$6,091

Other segment expenses(1):
Building Materials	$98	$84	$287	$240
Building Envelope	99	87	282	281
Total other segment expenses	$197	$171	$569	$521

Segment Adjusted EBITDA:
Building Materials	$938	$913	$1,898	$1,799
Building Envelope	182	213	499	586
Total Segment Adjusted EBITDA	$1,120	$1,126	$2,397	$2,385

_________

(1)Other segment expenses consist of selling, general and administrative expenses, and gains on disposals of long-lived assets.

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)


	For the three months		For the nine months
	ended September 30,		ended September 30,
(In millions)	2026	2025	2026	2025
Total Segment Adjusted EBITDA	$1,120	$1,126	$2,397	$2,385
Reconciling items:
Depreciation, depletion, accretion and amortization	(263)	(239)	(757)	(683)
Interest income	4	5	17	41
Interest expense	(93)	(94)	(273)	(369)
Acquisition and integration-related costs(1)	(4)	2	(30)	(19)
Litigation-related settlements (costs)(2)	(1)	(40)	2	(44)
Loss on impairments(3)	—	—	(2)	(2)
Restructuring and other costs(4)	(7)	(4)	(16)	(13)
Spin-off and separation-related costs(5)	(8)	(10)	(18)	(35)
Unallocated corporate costs	(44)	(52)	(144)	(154)
Other non-operating income, net(6)	2	—	3	2
Total reconciling items	(414)	(432)	(1,218)	(1,276)
Income before income tax expense and income from equity method investments	$706	$694	$1,179	$1,109

_________

(1)Acquisition and integration-related costs are those incurred for business combinations (including advisory, legal, valuation, and other

professional 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 consists 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.

The Company’s capital expenditures by segment were as follows:


	For the three months		For the nine months
	ended September 30,		ended September 30,
(In millions)	2026	2025	2026	2025
Capital expenditures(1):
Building Materials	$198	$151	$593	$539
Building Envelope	68	38	193	98
Total capital expenditures	$266	$189	$786	$637

__________________

(1)Capital expenditures for the three and nine months ended September 30, 2026 and 2025 exclude noncash transactions for capital

expenditure-related accounts payable.

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company’s assets by segment were as follows:


	As of	As of
(In millions)	September 30, 2026	December 31, 2025
Segment assets(1):
Building Materials	$16,088	$14,939
Building Envelope	7,383	6,973
Total segment assets	23,471	21,912
Other assets(2)	884	2,297
Total assets	$24,355	$24,209

__________________

(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.

Note 15. Pension and other postretirement benefits

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 immaterial net periodic pension costs for the three

months ended September 30, 2026 and 2025, respectively, and $5 million for each of the nine months ended

September 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 September 30, 2026 and

2025, respectively, and $4 million and $3 million for the nine months ended September 30, 2026 and 2025,

respectively.

Defined contribution plans

The Company sponsors various defined contribution plans for U.S. and Canadian employees. Expense

recognized with the defined contribution plans totaled $24 million and $21 million for the three months ended

September 30, 2026 and 2025, respectively, and $74 million and $69 million for the nine months ended

September 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 $10 million for each of the three

months ended September 30, 2026 and 2025, respectively, and $27 million for each of the nine months

ended September 30, 2026 and 2025, respectively.

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 16. Derivatives

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.

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

recorded in earnings. All ineffective changes in derivative fair values are recorded in earnings. The notional

value of undesignated foreign currency contracts was $700 million at September 30, 2026, while the notional

value of commodity swaps designated as cash flow hedges was $51 million at September 30, 2026 and $51

million at December 31, 2025. The fair value of derivatives was categorized as Level 2 in the fair value

hierarchy.

The fair value of the derivative instruments entered into by the Company were as follows:


	Balance	As of	As of
(in millions)	Sheet Location	September 30, 2026	December 31, 2025
Assets:
Commodity swaps	Prepaid expenses and other current assets	$11	$—
Commodity swaps	Other noncurrent assets	7	—
Liabilities:
Commodity swaps	Other current liabilities	—	1
Commodity swaps	Other noncurrent liabilities	1	—
Foreign currency contracts	Other noncurrent liabilities	26	—

The pretax impact on earnings that changes in the fair values of derivative instruments entered into by the

Company were as follows:


	Location of Gain (Loss)	For the three months ended
(in millions)	Recognized in Income	September 30, 2026	September 30, 2025
Commodity swaps — Recognized in OCI	OCI (pretax)	$(8)	$2
Commodity swaps — Reclassified from OCI	Cost of revenues	(16)	2
Foreign currency contracts	Interest expense, net	(6)	—


	Location of Gain (Loss)	For the nine months ended
(in millions)	Recognized in Income	September 30, 2026	September 30, 2025
Commodity swaps — Recognized in OCI	OCI (pretax)	$(8)	$15
Commodity swaps — Reclassified from OCI	Cost of revenues	(26)	6
Foreign currency contracts	Interest expense, net	(26)	—

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 17. Accumulated other comprehensive loss

The changes in the balances for each component of Accumulated other comprehensive loss, net of tax, were

as follows:


(In millions)	Foreign Currency Translation Adjustment	Cash Flow Hedges	Defined Benefit Pension Plans and Other Postretirement Benefit Plans	Total
Balance as of June 30, 2026	$(578)	$7	$38	$(533)
Other comprehensive income (loss) before reclassifications	(15)	(6)	(1)	(22)
Amounts reclassified from Accumulated other comprehensive loss to Net income	—	12	—	12
Net current-period Other comprehensive income (loss)	(15)	6	(1)	(10)
Balance as of September 30, 2026	$(593)	$13	$37	$(543)

Balance as of June 30, 2025	$(385)	$—	$35	$(350)
Other comprehensive income (loss) before reclassifications	(80)	1	1	(78)
Amounts reclassified from Accumulated other comprehensive loss to Net income	—	(1)	—	(1)
Net current-period Other comprehensive income (loss)	(80)	—	1	(79)
Balance as of September 30, 2025	$(465)	$—	$36	$(429)


(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	$(420)	$(1)	$41	$(380)
Other comprehensive income (loss) before reclassifications	(173)	(6)	(2)	(181)
Amounts reclassified from Accumulated other comprehensive loss to Net income	—	20	(2)	18
Net current-period Other comprehensive income (loss)	(173)	14	(4)	(163)
Balance as of September 30, 2026	$(593)	$13	$37	$(543)

Balance as of December 31, 2024	$(623)	$(7)	$35	$(595)
Other comprehensive (loss) income before reclassifications	158	11	1	170
Amounts reclassified from Accumulated other comprehensive loss to Net income	—	(4)	(2)	(6)
Net current-period Other comprehensive (loss) income	158	7	(1)	164
Unrecognized gain transferred from Holcim pension	—	—	2	2
Balance as of September 30, 2025	$(465)	$—	$36	$(429)

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following amounts were reclassified from Accumulated other comprehensive loss to Net income:


	For the three months		For the nine months
	ended September 30,		ended September 30,
(In millions)	2026	2025	2026	2025
Net change in fair value of effective portion of cash flow hedges
Cost of revenues	$16	$(2)	$26	$(6)
Income tax benefit (expense)	(4)	1	(6)	2
Total	$12	$(1)	$20	$(4)
Actuarial losses and prior service costs for defined benefit pension plans and other postretirement benefit plans
Other non-operating income, net	$—	$(1)	$(2)	$(3)
Income tax benefit (expense)	—	1	—	1
Total	$—	$—	$(2)	$(2)
Total amounts reclassified from Accumulated other comprehensive loss to Net income	$12	$(1)	$18	$(6)

The Company releases tax effects from Accumulated other comprehensive loss when the underlying items

affect earnings.

Note 18. Commitments and contingencies

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 September 30,

2026, the Company had purchase commitments for capital expenditures of $282 million and other contractual

commitments for products and intangibles of $866 million, compared to $207 million and $601 million,

respectively, as of December 31, 2025.

Contingencies

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,

automobile 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

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

operations, financial position, or liquidity.

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 nine months ended September 30, 2026 and

2025 is as follows:


(In millions)	2026	2025
Balance as of January 1	$106	$88
Increase for warranties	31	30
Decrease for payments	(46)	(26)
Balance as of September 30	$91	$92

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 $65 million and $69 million for cleanup,

restoration and ongoing maintenance and monitoring requirements as of September 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

September 30, 2026 and December 31, 2025, the Company had outstanding commitments amounting to

$745 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 September

30, 2026 and December 31, 2025.

Self-insurance reserves

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.

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

Self-insurance reserves were $128 million and $121 million as of September 30, 2026 and December 31,

2025, respectively.

Note 19. Related party

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

years to as long as five years, following the Spin-Off that would prevent the Spin-Off from qualifying

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 nine months ended

September 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 $33 million for the nine months ended September 30, 2025. The costs incurred by the

Company related to products and services purchased from Holcim were $69 million for the nine months

ended September 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

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 $60 million for the nine months ended September 30, 2025, including $16 million in Cost of

revenues, and $44 million in Selling, general and administrative expenses.

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 nine months ended September 30, 2025, the Company paid interest

expense of less than $1 million, on borrowings from Holcim’s centralized cash management and financing

function. For the nine months ended September 30, 2025, the Company received interest income of $12

million 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 $183 million during the nine months ended September 30, 2025.

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 nine months ended September 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.

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 20. Supplemental cash flow information


	For the nine months ended September 30,
(In millions)	2026	2025
Interest paid, net	$228	$314
Income taxes paid, net	280	350
Operating cash flows used for operating leases	(132)	(126)
Operating cash flows used for finance leases	(17)	(13)
Financing cash flows used for finance leases	(98)	(75)

Non-cash investing and financing transactions were as follows:


	For the nine months ended September 30,
(In millions)	2026	2025
Accrued purchases of property, plant and equipment	$48	$47
Right-of-use assets obtained in exchange for new operating lease liabilities	155	124
Right-of-use assets obtained in exchange for new finance lease liabilities	150	180
Equity contribution from Holcim related to the settlement of Related- party notes payable	—	1,999
Debt assumed in connection with a business combination	3	2

Note 21. Earnings per share and shareholders’ equity

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 nine months ended September 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.

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

The calculation of basic and diluted earnings per share for the three and nine months ended September 30,

2026 and 2025 was as follows:


	For the three months		For the nine months
	ended September 30,		ended September 30,
(In millions, except per share data)	2026	2025	2026	2025
Numerator:
Net income	$558	$540	$927	$862
Net loss attributable to noncontrolling interests	1	2	5	3
Net income attributable to the Company	$559	$542	$932	$865
Denominator:
Basic weighted-average number of shares outstanding	544.6	553.1	550.1	553.1
Dilutive effect of share-based awards	0.9	0.8	1.1	0.3
Diluted weighted-average number of shares outstanding	545.5	553.9	551.2	553.4

Earnings per share
Basic	$1.03	$0.98	$1.69	$1.56
Diluted	$1.02	$0.98	$1.69	$1.56

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 (26.7 million shares based on the closing common

stock price of $37.39 per share as of September 30, 2026). The Company implemented the share repurchase

program during the second quarter of 2026. As of September 30, 2026, this repurchase program had

$0.2 billion 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 third quarter of 2026 include withholding taxes that will

be paid in the fourth 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. The second installment of the Ordinary Dividend of $0.11 per share was paid on August 26,

2026, with an ex-dividend date of August 18, 2026.

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 22. Share-based compensation

During the nine months ended September 30, 2026, the Company granted Performance Stock Units (“PSUs”)

representing 586,494 ordinary shares of the Company at target performance levels, net of forfeitures, and

Restricted Stock Units (“RSUs”) representing 54,826 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 relative achievement of performance metrics. PSUs are based on internal financial

performance metrics or total shareholder return relative to a peer group.

Note 23. Revision of prior period financial statements

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 Standards 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 nine months ended September 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.

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

Revision to prior period financial statements - Consolidated Statements of Operations


	For the three months ended September 30, 2025			For the nine months ended September 30, 2025
(in millions)	As reported	Adj	As revised	As reported	Adj	As revised
Revenues	$3,675	$15	$3,690	$8,976	$21	$8,997
Cost of revenues	(2,589)	(9)	(2,598)	(6,702)	(25)	(6,727)
Gross profit	1,086	6	1,092	2,274	(4)	2,270
Selling, general and administrative expenses	(312)	(1)	(313)	(850)	8	(842)
Gain on disposal of long-lived assets	4	—	4	9	—	9
Loss on impairments	—	—	—	(2)	—	(2)
Operating income	778	5	783	1,431	4	1,435
Interest expense, net	(89)	—	(89)	(328)	—	(328)
Other non-operating income, net	—	—	—	2	—	2
Income before income tax expense	689	5	694	1,105	4	1,109
Income tax expense	(150)	(8)	(158)	(226)	(26)	(252)
Income from equity method investments	4	—	4	5	—	5
Net income	543	(3)	540	884	(22)	862
Net loss attributable to noncontrolling interests	2	—	2	3	—	3
Net income attributable to the Company	$545	$(3)	$542	$887	$(22)	$865

Earnings per share attributable to the Company:
Basic	$0.99	$(0.01)	$0.98	$1.60	$(0.04)	$1.56
Diluted	$0.98	$—	$0.98	$1.60	$(0.04)	$1.56
Weighted-average number of shares outstanding:
Basic	553.1	—	553.1	553.1	—	553.1
Diluted	553.9	—	553.9	553.4	—	553.4

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

Revision to prior period financial statements - Statements of Comprehensive Income


	For the three months ended September 30, 2025			For the nine months ended September 30, 2025
(in millions)	As reported	Adj	As revised	As reported	Adj	As revised
Net income	$543	$(3)	$540	$884	$(22)	$862
Other comprehensive income (loss), net of tax:
Foreign currency translation	(80)	—	(80)	158	—	158
Net change in fair value of effective portion of cash flow hedges, net of tax	—	—	—	7	—	7
Actuarial (losses) gains and prior service (costs) credits for pension and other postretirement plans, net of tax	1	—	1	(1)	—	(1)
Total other comprehensive income (loss), net of tax	(79)	—	(79)	164	—	164
Total comprehensive income	464	(3)	461	1,048	(22)	1,026
Comprehensive loss attributable to noncontrolling interests	2	—	2	3	—	3
Comprehensive income attributable to the Company	$466	$(3)	$463	$1,051	$(22)	$1,029

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	$1,922	$—	$1,922
Accounts receivable, net	1,120	(7)	1,113
Inventories, net	1,551	(61)	1,490
Prepaid expenses and other current assets	88	—	88
Total current assets	4,681	(68)	4,613
Property, plant and equipment, net	7,935	1	7,936
Goodwill	9,020	24	9,044
Intangible assets, net	1,728	—	1,728
Operating lease right-of-use assets, net	608	7	615
Other noncurrent assets	277	(4)	273
Total Assets	$24,249	$(40)	$24,209
Liabilities and Equity
Current Liabilities:
Accounts payable	$1,538	$(8)	$1,530
Current portion of long-term debt	333	—	333
Operating lease liabilities	136	—	136
Other current liabilities	850	36	886
Total current liabilities	2,857	28	2,885
Long-term debt	4,936	—	4,936
Deferred income tax liabilities	1,048	(6)	1,042
Noncurrent operating lease liabilities	500	—	500
Other noncurrent liabilities	1,654	71	1,725
Total Liabilities	10,995	93	11,088
Commitments and contingencies (see Note 18)
Equity
Common stock, par value of $0.01 per share, 680,250,615 shares authorized, 566,875,513 issued and 553,082,525 outstanding as of December 31, 2025	6	—	6
Additional paid-in capital	12,741	(172)	12,569
Retained earnings	902	28	930
Treasury stock, 13,792,988 shares as of December 31, 2025	—	—	—
Accumulated other comprehensive loss	(391)	11	(380)
Total equity attributable to the Company	13,258	(133)	13,125
Noncontrolling interests	(4)	—	(4)
Total Equity	13,254	(133)	13,121
Total Liabilities and Equity	$24,249	$(40)	$24,209

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

Revision to prior period financial statements - Consolidated Statements of Cash Flows


	For the nine months ended September 30, 2025
(in millions)	As reported	Adj	As revised
Cash Flows from Operating Activities:
Net income	$884	$(22)	$862
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, accretion and amortization	670	13	683
Share-based compensation	6	—	6
Deferred tax expense	12	12	24
Other items, net	76	(7)	69
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable, net	(1,004)	8	(996)
Due from related-party	49	—	49
Inventories	(24)	17	(7)
Accounts payable	9	4	13
Due to related-party	(82)	(16)	(98)
Other assets	(72)	(25)	(97)
Other liabilities	(102)	29	(73)
Defined benefit pension plans and other postretirement benefit plans	(18)	—	(18)
Net cash provided by operating activities	$404	$13	$417
Cash Flows from Investing Activities:
Purchases of property, plant and equipment	(631)	(6)	(637)
Net cash used in investing activities	$(211)	$(6)	$(217)
Cash Flows from Financing Activities:
Transfers to Holcim, net	(91)	(7)	(98)
Net cash used in financing activities	$(978)	$(7)	$(985)

Amrize Ltd

Notes to Condensed Consolidated Financial Statements (Unaudited)

Revision to prior period financial statements - Consolidated Statements of Equity


	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 June 30, 2025	$6	$—	$6	$12,730	$(172)	$12,558	$59	$—	$59
Net income (loss)	—	—	—	—	—	—	545	(3)	542
Other comprehensive income, net of taxes	—	—	—	—	—	—	—	—	—
Share-based compensation expense and other	—	—	—	4	—	4	(3)	—	(3)
Balance as of September 30, 2025	$6	$—	$6	$12,734	$(172)	$12,562	$601	$(3)	$598


	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 June 30, 2025	$(361)	$11	$(350)	$(1)	$—	$(1)	$12,433	$(161)	$12,272
Net income (loss)	—	—	—	(2)	—	(2)	543	(3)	540
Other comprehensive income, net of taxes	(79)	—	(79)	—	—	—	(79)	—	(79)
Share-based compensation expense and other	—	—	—	—	—	—	1	—	1
Balance as of September 30, 2025	$(440)	$11	$(429)	$(3)	$—	$(3)	$12,898	$(164)	$12,734


	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	$—	$—	$—	$—	$—	$—	$—	$—	$—	$10,521	$(146)	$10,375
Net income (loss)	—	—	—	—	—	—	604	(3)	601	283	(19)	264
Other comprehensive income, net of taxes	—	—	—	—	—	—	—	—	—	—	—	—
Changes in equity attributable to noncontrolling interests	—	—	—	—	—	—	—	—	—	(1)	—	(1)
Net transfers from Holcim including Spin-off- related adjustments	—	—	—	—	—	—	—	—	—	1,933	(7)	1,926
Issuance of Common stock, Treasury stock and reclassification of Net parent investment	6	—	6	12,730	(172)	12,558	—	—	—	(12,736)	172	(12,564)
Share-based compensation expense and other	—	—	—	4	—	4	(3)	—	(3)	—	—	—
Balance as of September 30, 2025	$6	$—	$6	$12,734	$(172)	$12,562	$601	$(3)	$598	$—	$—	$—

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	$(606)	$11	$(595)	$(1)	$—	$(1)	$9,914	$(135)	$9,779
Net income (loss)	—	—	—	(3)	—	(3)	884	(22)	862
Other comprehensive income, net of taxes	164	—	164	—	—	—	164	—	164
Changes in equity attributable to noncontrolling interests	—	—	—	1	—	1	—	—	—
Net transfers from Holcim including Spin-off- related adjustments	2	—	2	—	—	—	1,935	(7)	1,928
Issuance of Common stock, Treasury stock and reclassification of Net parent investment	—	—	—	—	—	—	—	—	—
Share-based compensation expense and other	—	—	—	—	—	—	1	—	1
Balance as of September 30, 2025	$(440)	$11	$(429)	$(3)	$—	$(3)	$12,898	$(164)	$12,734

Amrize Ltd

Note 24. Subsequent events

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 October 28, 2026, the Company announced the third installment of the Ordinary Dividend to be $0.11 per

outstanding share, payable on November 18, 2026, with an ex-dividend date of November 10, 2026. See Note

21 (Earnings per share and shareholders’ equity) for more information on the Ordinary Dividend.

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.

Amrize Ltd

Financial Summary

A summary of our performance highlights for the three and nine months ended September 30, 2026 and 2025

is as follows:


	For the three months		For the nine months
	ended September 30,		ended September 30,
(In millions, except for percentage data)	2026	2025	2026	2025
Revenues	$3,771	$3,690	$9,445	$8,997
Net income	$558	$540	$927	$862
Net income margin	14.8%	14.6%	9.8%	9.6%
Adjusted EBITDA(1)	$1,076	$1,074	$2,253	$2,231
Adjusted EBITDA Margin(1)	28.5%	29.1%	23.9%	24.8%
Cash flows provided by operating activities	$697	$858	$222	$417

__________________

(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.

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 one acquisition in the three months ended September 30, 2026 and one in the three

months ended September 30, 2025.

•We completed two acquisitions in the nine months ended September 30, 2026 and three in the nine

months ended September 30, 2025; and

•We invested $262 million and $773 million in net capital expenditure projects in the three and nine

months ended September 30, 2026, respectively, compared with $184 million and $603 million in the

three and nine months ended September 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”. Amrize is no longer a

“foreign private issuer” as defined in Rule 3b-4 under the Exchange Act, and the Company files periodic and

current reports with the SEC on the forms prescribed for U.S. domestic issuers.

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

Amrize Ltd

and separation-related costs”) are non-recurring in nature, consisting primarily of rebranding costs and

professional services supporting Sarbanes-Oxley implementation efforts. 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), 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 across each of our segments. Recent market conditions, such as trade

policy uncertainty, energy market disruptions (including the rising cost of diesel), 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 ongoing 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.

Certain inflationary pressures have become impactful during 2026, increasing the cost of material, freight,

and diesel. These higher costs have been partially offset by higher pricing and fuel surcharges, which

Amrize Ltd

mitigated the impact of inflation on the Company’s operating results. The Company expects these inflationary

pressures to continue into 2027, resulting in higher costs. If customers are unwilling to accept price increases

of Amrize’s products or fuel surcharges, these inflationary pressures could have an adverse effect on the

Company’s operations and financial condition. These inflationary pressures are driven by factors outside of

the Company’s control, and as a result, the Company cannot reasonably foresee when these conditions will

subside.

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

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 24.6% and 28.1% of our revenues for the three and nine months ended September 30, 2026,

compared to 24.3% and 28.9% for the three and nine months ended September 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.

Amrize Ltd

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.

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.

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 nine months ended September 30, 2026 and 2025 were affected by

higher raw material and distribution costs. 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.

Amrize Ltd

Consolidated Statements of Operations


	For the three months			For the nine months
	ended September 30,			ended September 30,
(In millions, except for percentage data)	2026	2025	% Change	2026	2025	% Change
Revenues	$3,771	$3,690	2.2%	$9,445	$8,997	5.0%
Cost of revenues	(2,690)	(2,598)	(3.5)%	(7,163)	(6,727)	(6.5)%
Gross profit	1,081	1,092	(1.0)%	2,282	2,270	0.5%
Selling, general and administrative expenses	(291)	(313)	7.0%	(859)	(842)	(2.0)%
Gain on disposal of long-lived assets	3	4	(25.0)%	11	9	22.2%
Loss on impairments	—	—	—%	(2)	(2)	—%
Operating income	793	783	1.3%	1,432	1,435	(0.2)%
Interest expense, net	(89)	(89)	—%	(256)	(328)	22.0%
Other non-operating income, net	2	—	n/m	3	2	50.0%
Income before income tax expense and income from equity method investments	706	694	1.7%	1,179	1,109	6.3%
Income tax expense	(153)	(158)	3.2%	(258)	(252)	(2.4)%
Income from equity method investments	5	4	25.0%	6	5	20.0%
Net income	558	540	3.3%	927	862	7.5%
Net loss attributable to noncontrolling interests	1	2	(50.0)%	5	3	66.7%
Net income attributable to the Company	$559	$542	3.1%	$932	$865	7.7%

Net income margin	14.8%	14.6%		9.8%	9.6%
Adjusted EBITDA(1)	$1,076	$1,074	0.2%	$2,253	$2,231	1.0%
Adjusted EBITDA Margin(1)	28.5%	29.1%		23.9%	24.8%

__________________

(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.

Amrize Ltd

Three and Nine Months Ended September 30, 2026 Compared to Three and Nine Months Ended

September 30, 2025

Revenues

Revenues for the three months ended September 30, 2026 were $3,771 million, an increase of $81 million, or

2.2%, from $3,690 million for the three months ended September 30, 2025. The increase in our overall

revenues for the three months ended September 30, 2026 was primarily driven by price increases of $78

million, contributions from acquisitions of $77 million, and surcharges of $23 million, partially offset by lower

volumes of $69 million, other impacts of $22 million, and the unfavorable impact of foreign exchange of $6

million.

Revenues for the nine months ended September 30, 2026 were $9,445 million, an increase of $448 million, or

5.0%, from $8,997 million for the nine months ended September 30, 2025. The increase in our overall

revenues for the nine months ended September 30, 2026 was primarily attributable to volume growth of $207

million, contributions from acquisitions of $154 million, price increases of $42 million, surcharges of $37

million, and the favorable impact of foreign exchange of $19 million. These factors were partially offset by

lower prices within our Building Envelope segment and other impacts of $11 million.

The proportion of revenues related to the Building Materials segment and Building Envelope segment was

75.4% and 24.6% for the three months ended September 30, 2026, respectively, and 75.7% and 24.3% for

the three months ended September 30, 2025, respectively. The proportion of revenues related to the Building

Materials segment and Building Envelope segment was 71.9% and 28.1% for the nine months ended

September 30, 2026, respectively, and 71.1% and 28.9% for the nine months ended September 30, 2025,

respectively.


	Analysis of Change
(In millions, except for percentage data)	For the three months ended September 30, 2025	Organic Growth	Acquisitions	Foreign Exchange	For the three months ended September 30, 2026	% Change
Total Revenues	$3,690	$10	$77	$(6)	$3,771	2.2%


	Analysis of Change
(In millions, except for percentage data)	For the nine months ended September 30, 2025	Organic Growth	Acquisitions	Foreign Exchange	For the nine months ended September 30, 2026	% Change
Total Revenues	$8,997	$275	$154	$19	$9,445	5.0%

Cost of revenues

Cost of revenues for the three months ended September 30, 2026 was $2,690 million, an increase of $92

million, or 3.5%, from $2,598 million for the three months ended September 30, 2025. The increase for the

three months ended September 30, 2026 was driven by higher raw materials cost and distribution costs,

mainly due to increased freight, and fuel costs.

Cost of revenues for the nine months ended September 30, 2026 was $7,163 million, an increase of $436

million, or 6.5%, from $6,727 million, for the nine months ended September 30, 2025. The increase for the

nine months ended September 30, 2026 was driven by higher raw materials cost and distribution costs,

mainly due to increased freight, and fuel costs.

Cost of revenues as a percentage of Revenues was 71.3% and 70.4% for the three months ended September

30, 2026 and 2025, respectively, and 75.8% and 74.8% for the nine months ended September 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.

The proportion of Cost of revenues related to the Building Materials segment and Building Envelope segment

was 73.6% and 26.4% for the three months ended September 30, 2026 and 75.1% and 24.9% for the three

months ended September 30, 2025. The proportion of Cost of revenues related to the Building Materials

segment and Building Envelope segment was 71.1% and 28.9% for the nine months ended September 30,

2026 and 71.5% and 28.5% for the nine months ended September 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 September 30, 2026 were $291

million, a decrease of $22 million, or 7.0%, from $313 million for the three months ended September 30, 2025.

The decrease for the three months ended September 30, 2026 was primarily due to higher litigation costs

incurred in the prior year.

Selling, general and administrative expenses for the nine months ended September 30, 2026 were $859

million, an increase of $17 million, or 2.0%, from $842 million for the nine months ended September 30, 2025.

The increase for the nine months ended September 30, 2026 primarily consists of organic growth from

personnel expenses for higher headcount and costs to operate on a stand-alone basis. PB Materials

contributed to inorganic growth. These factors were partially offset by litigation costs incurred in the prior

year.

Gain on disposal of long-lived assets

Gain on disposal of long-lived assets for the three and nine months ended September 30, 2026 was $3

million and $11 million, respectively, compared to $4 million and $9 million for the three and nine months

ended September 30, 2025, respectively.

Loss on impairments

Loss on impairments for the three and nine months ended September 30, 2026 and 2025 was immaterial.

Interest expense, net

Interest expense, net was $89 million for each of the three months ended September 30, 2026 and 2025 and

$256 million for the nine months ended September 30, 2026, a decrease of $72 million, or 22.0%, from $328

million, for the nine months ended September 30, 2025. The decrease in interest expense, net during the

year-to-date period 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 income, net was immaterial for the presented periods.

Income tax expense

Income tax expense for the three and nine months ended September 30, 2026 was $153 million and $258

million, respectively, a decrease of $5 million and an increase of $6 million, from $158 million and $252 million,

for the three and nine months ended September 30, 2025, respectively. The effective income tax rates for

the three and nine months ended September 30, 2026 were 21.7% and 21.9%, compared to 22.8% and 22.7%

for the three and nine months ended September 30, 2025. The 2026 effective income tax rate was primarily

impacted by a return-to-provision adjustment.

Income from equity method investments

Income from equity method investments for the three and nine months ended September 30, 2026 and 2025

was immaterial.

Net Income and Net Income Margin

Net income for the three months ended September 30, 2026 increased to $558 million from $540 million for

the three months ended September 30, 2025. The increase was driven by price increases, lower corporate

costs. These drivers were partially offset by lower volumes, higher operating costs, notably higher freight,

diesel and raw material costs, as well as higher depreciation, depletion, accretion and amortization expense.

Net income margin was 14.8% for the three months ended September 30, 2026, compared to 14.6% for the

three months ended September 30, 2025.

Net income for the nine months ended September 30, 2026 increased to $927 million from $862 million for

the nine months ended September 30, 2025. Net income was favorably impacted by the benefit from higher

volumes, aggregates price increases, and lower interest expense. These items were offset by higher

operating costs and higher depreciation, depletion, accretion and amortization expense. Net income margin

Amrize Ltd

was 9.8% for the nine months ended September 30, 2026, compared to 9.6% for the nine months ended

September 30, 2025.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA for the three months ended September 30, 2026 increased to $1,076 million from $1,074

million for the three months ended September 30, 2025. The increase was driven by price increases of $78

million, surcharges of $23 million, and contributions from acquisitions of $14 million. These drivers were

partially offset by higher freight, diesel and raw material costs of $75 million and lower volumes of $38 million.

Adjusted EBITDA Margin was 28.5% for the three months ended September 30, 2026, compared to 29.1% for

the three months ended September 30, 2025.

Adjusted EBITDA for the nine months ended September 30, 2026 increased to $2,253 million from $2,231

million for the nine months ended September 30, 2025. Adjusted EBITDA was favorably impacted by the

benefit from higher volumes of $128 million, price increases mainly attributable to our Building Materials

segment of $42 million, surcharges of $37 million, contributions from acquisitions of $25 million, and the

favorable impact of foreign exchange of $6 million. These items were partially offset by higher operating

costs of $216 million. Adjusted EBITDA Margin was 23.9% for the nine months ended September 30, 2026,

compared to 24.8% for the nine months ended September 30, 2025.

Results of Operations by Segment

Three and Nine Months Ended September 30, 2026 Compared to Three and Nine Months Ended

September 30, 2025


	For the three months ended September 30,			For the nine months ended September 30,
(In millions)	2026	2025	% Change	2026	2025	% Change
Segment revenues:
Building Materials(1)	$2,842	$2,793	1.8%	$6,789	$6,393	6.2%
Building Envelope	929	897	3.6%	2,656	2,604	2.0%
Total revenues	$3,771	$3,690	2.2%	$9,445	$8,997	5.0%


	For the three months ended September 30,			For the nine months ended September 30,
(In millions)	2026	2025	% Change	2026	2025	% Change
Segment Adjusted EBITDA:
Building Materials	$938	$913	2.7%	$1,898	$1,799	5.5%
Building Envelope	182	213	(14.6)%	499	586	(14.8)%
Total Segment Adjusted EBITDA	1,120	1,126	(0.5)%	2,397	2,385	0.5%
Unallocated corporate costs	(44)	(52)	15.4%	(144)	(154)	6.5%
Adjusted EBITDA(2)	$1,076	$1,074	0.2%	$2,253	$2,231	1.0%

__________________

(1)Segment revenues for Building Materials are presented net of interproduct revenues between our Cement and Aggregates and other

construction materials product lines of $167 million and $167 million for the three months ended September 30, 2026 and 2025,

respectively, and $420 million and $413 million for the nine months ended September 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 nine months ended September 30, 2026 were $2,842

million and $6,789 million, an increase of $49 million and $396 million, or 1.8% and 6.2%, from $2,793 million

and $6,393 million for the three and nine months ended September 30, 2025, respectively. The increase for

the three months ended September 30, 2026 was driven by pricing growth, contributions from acquisitions of

Amrize Ltd

$77 million and surcharges, which was partially offset by lower volumes and the unfavorable impact of foreign

currency of $6 million. The increase for the nine months ended September 30, 2026 was driven by

contributions from acquisitions of $154 million, volume growth, price increases, and the favorable impact of

foreign currency of $18 million.

Cement revenues for the three and nine months ended September 30, 2026 were $1,397 million and $3,530

million, an increase of $4 million and $198 million, or 0.3% and 5.9%, from $1,393 million and $3,332 million

for the three and nine months ended September 30, 2025, respectively.

Aggregates and other construction materials revenues for the three and nine months ended September 30,

2026 were $1,612 million and $3,679 million, an increase of $45 million and $205 million, or 2.9% and 5.9%,

from $1,567 million and $3,474 million for the three and nine months ended September 30, 2025,

respectively.


Volumes	For the three months ended September 30,			For the nine months ended September 30,
in millions	2026	2025	% Change	2026	2025	% Change
Cement - tons sold1	6.8	7.1	(4.2%)	17.3	16.7	3.6%
Aggregates - tons sold	40.1	40.2	(0.2%)	92.3	88.0	4.9%


Average Selling Price - Year over Year	For the three months ended September 30,
$ per ton	2026	2025	% Change	Constant Currency2	% Change Constant Currency
Cement - price per ton1	$172.85	$170.02	1.7%	$173.10	1.8%
Aggregates - price per ton3	$14.76	$13.85	6.6%	$14.80	6.9%

Average Selling Price - Year over Year	For the nine months ended September 30,
$ per ton	2026	2025	% Change	Constant Currency2	% Change Constant Currency
Cement - price per ton1	$171.36	$170.82	0.3%	$171.09	0.2%
Aggregates - price per ton3	$14.87	$14.15	5.1%	$14.82	4.7%


Average Selling Price - Sequential	For the three months ended
				Constant Currency2
$ per ton	September 30, 2026	June 30, 2026	% Change	September 30, 2026	June 30, 2026	% Change
Cement - price per ton1	$172.85	$171.43	0.8%	$173.10	$171.19	1.1%
Aggregates - price per ton3	$14.76	$14.67	0.6%	$14.80	$14.61	1.3%

__________________

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 product based, excluding freight revenues.

Building Materials Segment Adjusted EBITDA for the three and nine months ended September 30, 2026 was

$938 million and $1,898 million, an increase of $25 million and $99 million, or 2.7% and 5.5%, from $913

million and $1,799 million for the three and nine months ended September 30, 2025, respectively. The

increase in both periods was mainly attributable to price increases, contributions from acquisitions, and

surcharges, which was partially offset by higher freight and diesel costs.

Building Envelope

Building Envelope segment revenues for the three and nine months ended September 30, 2026 were $929

million and $2,656 million, an increase of $32 million and $52 million, or 3.6% and 2.0%, from $897 million and

$2,604 million for the three and nine months ended September 30, 2025, respectively. The increase in the

three months ended September 30, 2026 was primarily driven by higher volumes and pricing while the

Amrize Ltd

increase for the nine months ended September 30, 2026 was primarily driven by higher volumes, partially

offset by lower pricing.

Building Envelope Segment Adjusted EBITDA for the three and nine months ended September 30, 2026 was

$182 million and $499 million, a decrease of $31 million and $87 million, or 14.6% and 14.8%, from $213 million

and $586 million for the three and nine months ended September 30, 2025, respectively. The decrease in

both periods in the Building Envelope Segment Adjusted EBITDA was attributable to higher freight and raw

material costs, partially offset by the benefit from improved volumes, pricing, and fuel and freight surcharges.

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.

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 nine months
	ended September 30,		ended September 30,
(In millions, except for percentage data)	2026	2025	2026	2025
Net income	$558	$540	$927	$862
Depreciation, depletion, accretion and amortization	263	239	757	683
Interest expense, net	89	89	256	328
Income tax expense	153	158	258	252
EBITDA	1,063	1,026	2,198	2,125
Acquisition and integration-related costs(1)	4	(2)	30	19
Litigation-related (settlements) costs(2)	1	40	(2)	44
Loss on impairments(3)	—	—	2	2
Restructuring and other costs(4)	7	4	16	13
Spin-off and separation-related costs(5)	8	10	18	35
Other non-operating income, net(6)	(2)	—	(3)	(2)
Income from equity method investments	(5)	(4)	(6)	(5)
Adjusted EBITDA	1,076	1,074	2,253	2,231
Unallocated corporate costs	44	52	144	154
Total Segment Adjusted EBITDA	$1,120	$1,126	$2,397	$2,385
Building Materials	$938	$913	$1,898	$1,799
Building Envelope	$182	$213	$499	$586
Net income margin	14.8%	14.6%	9.8%	9.6%
EBITDA Margin	28.2%	27.8%	23.3%	23.6%
Adjusted EBITDA Margin	28.5%	29.1%	23.9%	24.8%

_________________

(1)Acquisition and integration-related costs are those incurred for business combinations (including advisory, legal, valuation, and other

professional 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 consists 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.

Amrize Ltd

Free Cash Flow is monitored by management to assess liquidity. The table below reconciles our net cash

provided by operating activities, the most directly comparable financial measure calculated in accordance

with U.S. GAAP, to Free Cash Flow.


	For the nine months ended September 30,
(In millions)	2026	2025
Net cash provided by operating activities	$222	$417
Capital expenditures, net:
Purchases of property, plant and equipment	(786)	(637)
Proceeds from disposals of long-lived assets	13	12
Proceeds from land expropriation	—	20
Proceeds from property and casualty insurance	—	2
Total capital expenditures, net(1)	(773)	(603)
Free cash flow	$(551)	$(186)

_________________

(1)Capital expenditures, net includes purchases of property, plant and equipment, proceeds from disposals of long-lived assets, proceeds

from land expropriation, and proceeds from property and casualty insurance income.

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 nine months ended September 30,
(In millions)	2026	2025
Net cash provided by (used in):
Operating activities	$222	$417
Investing activities	(1,202)	(217)
Financing activities	(628)	(985)
Effect of exchange rate changes on cash and cash equivalents	(15)	26
Decrease in cash and cash equivalents	(1,623)	(759)
Cash and cash equivalents - beginning of period	1,922	1,585
Cash and cash equivalents - end of period	$299	$826

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.

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 nine months ended September 30, 2026 and 2025, net cash provided by operating activities was

$222 million and $417 million, respectively. The decrease in cash provided by operating activities of $195

million was primarily driven by working capital changes and the settlement of Spin-Off related balances in the

prior period, partially offset by higher net income and non-cash expenses.

Cash Flows from Investing Activities

For the nine months ended September 30, 2026 and 2025, net cash used in investing activities was $1,202

million and $217 million, respectively. The increase in cash used in investing activities for the nine months

ended September 30, 2026, as compared to the nine months ended September 30, 2025, was primarily

driven by acquisitions for $467 million and an increase in proceeds from cash pooling of $522 million in the

prior year.

Cash Flows from Financing Activities

For the nine months ended September 30, 2026, net cash used in financing activities was $628 million

compared to cash used in financing activities of $985 million for the nine months ended September 30,

2025. The decrease in cash used in financing activities for the nine months ended September 30, 2026, as

compared to the nine months ended September 30, 2025, was primarily driven by proceeds from borrowings

during the nine months ended September 30, 2026 and a net repayment of borrowings during the nine

months ended September 30, 2025, partially offset by dividends paid and shares repurchased during the nine

months ended September 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 September 30, 2026:


(In millions)	Remainder of 2026	2027	2028	2029	2030	Thereafter	Total
Principal on debt and other borrowings	$912	$700	$700	$3	$1,000	$2,529	$5,844
Operating lease obligations	45	167	133	106	75	290	816
Finance lease obligations	36	131	103	71	45	130	516
Pension and postretirement contributions	6	27	25	24	23	411	516
Purchase obligations(1)	643	121	62	105	40	177	1,148
Total	$1,642	$1,146	$1,023	$309	$1,183	$3,537	$8,840

_________________

(1)Purchase obligations is comprised of purchase commitments of $866 million for goods and services and capital expenditures of $282

million for property, plant and equipment.

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.

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.

Amrize Ltd

For the nine months ended September 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 September 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 September 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.

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 three

months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

Amrize Ltd

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.

Environmental proceedings

Item 103 of Regulation S-K requires disclosure of certain environmental proceedings to which a governmental

authority is a party and potential monetary sanctions exceed a specified threshold. 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.

On July 1, 2025, the Maryland Department of the Environment (“MDE”) filed a one-count complaint in the

Circuit Court for Washington County, Maryland, naming Amrize Cement Inc. (“Amrize Cement”), a wholly

owned subsidiary of the Company, as defendant (MDE v. Amrize Cement Inc., Case No. C-21-

CV-25-000343). The complaint alleges that Amrize Cement’s Hagerstown Cement Plant (“Hagerstown

Facility”) reported several exceedances of mercury emissions limits during 2023 in violation of state and

federal environmental regulations. MDE seeks imposition of civil penalties for each exceedance violation, and

injunctive relief ceasing further noncompliant mercury emissions from the Hagerstown Facility and an

immediate inspection and repairs to the facility’s kiln to prevent future exceedances of mercury emissions

limits. MDE has claimed civil penalties of $25,000 per day for 99 days of alleged exceedances. Amrize

Cement wholly disputes MDE’s exceedance limit violation calculation method which would allow the Court to

assess Amrize Cement the maximum penalty amount permitted by law.

Following unsuccessful mediation, the parties filed cross-motions for summary judgment. On August 18,

2026, the Circuit Court entered an order (the “August 18 Order”) partially granting MDE’s motion for summary

judgment, holding that Amrize Cement may be penalized up to the maximum amount permitted by law. The

August 18 Order also partially granted Amrize Cement’s motion for summary judgment and rejected MDE’s

request for injunctive relief because there are currently no ongoing violations of mercury emissions limits at

the Hagerstown Facility, and MDE did not present evidence to suggest that Amrize Cement would repeat

mercury exceedance limit violations in the future.

On September 30, 2026, Amrize Cement filed a motion to reconsider the August 18 Order and the Court's

partial grant of summary judgment on various grounds in respect to MDE’s purported penalty calculation

method. The motion is pending. Amrize Cement intends to continue to defend the matter, including on the

basis that the alleged exceedances were remedied prior to MDE’s commencement of this action. The

Company accrued an immaterial amount at September 30, 2026 for this matter.

Item 1A. Risk Factors

There were no material changes to the risk factors disclosed in our 2025 Form 10-K.

Amrize Ltd

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 third

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
July 1 - July 31	3,146,295	50.85	3,146,295	17,189,145
August 1 - August 31	4,175,627	46.75	4,175,627	11,967,794
September 1 - September 30	5,736,940	40.86	5,736,940	5,698,852
Total	13,058,862		13,058,862

_________________

(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 September 30, 2026 of $37.39 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

None.

Amrize Ltd

Item 6. Exhibits


Exhibit No.	Exhibit
10.1	Employment Agreement dated August 24, 2026, by and between Amrize Ltd and Samuel J. Poletti (Exhibit 10.1 to the Company’s Form 8-K filed August 24, 2026, File No. 1-42542, and incorporated herein by reference).
10.2	International Assignment Agreement dated August 24, 2026, by and among Amrize Ltd, Amrize North America Inc. and Samuel J. Poletti (Exhibit 10.2 to the Company’s Form 8-K filed August 24, 2026, File No. 1-42542, and incorporated herein by reference).
10.3*	Employment Agreement dated September 11, 2026, by and between Amrize Technology Switzerland LLC and Mario Gross.
10.4*	International Assignment Agreement dated September 11, 2026, by and among Amrize Technology Switzerland LLC, Amrize Building Envelope LLC, and Mario Gross.
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.

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/ Samuel Poletti
Name:	Samuel Poletti
Title:	Chief Financial Officer (Duly authorized officer and principal financial officer)
Date:	October 29, 2026