Amrize AG

10/29/2026 | Press release | Distributed by Public on 10/29/2026 14:17

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

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
(25.0)%
22.2%
Loss on impairments
-
-
-%
(2)
(2)
-%
Operating income
1.3%
1,432
1,435
(0.2)%
Interest expense, net
(89)
(89)
-%
(256)
(328)
22.0%
Other non-operating income, net
-
n/m
50.0%
Income before income tax expense and
income from equity method investments
1.7%
1,179
1,109
6.3%
Income tax expense
(153)
(158)
3.2%
(258)
(252)
(2.4)%
Income from equity method
investments
25.0%
20.0%
Net income
3.3%
7.5%
Net loss attributable to noncontrolling
interests
(50.0)%
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
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
(14.6)%
(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
Interest expense, net
Income tax expense
EBITDA
1,063
1,026
2,198
2,125
Acquisition and integration-related costs(1)
(2)
Litigation-related (settlements) costs(2)
(2)
Loss on impairments(3)
-
-
Restructuring and other costs(4)
Spin-off and separation-related costs(5)
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
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
Proceeds from land expropriation
-
Proceeds from property and casualty insurance
-
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)
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
Finance lease obligations
Pension and postretirement
contributions
Purchase obligations(1)
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.
Amrize AG published this content on October 29, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 29, 2026 at 20:39 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]