AMRZ Amrize Ltd - 10-K

Item 7. 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 consolidated financial statements and accompanying notes included elsewhere in this

Annual 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” 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 from bridges to 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 the year ended December 31, 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 that are critical to the application of roofing and wall systems. 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 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 and wall systems, exterior cladding, 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

r evenues, earnings and cash flow .

Amrize Ltd

Financial Summary

A summary of our performance highlights for the years ended December 31, 2025, 2024 and 2023 is as

follows:

For the years ended December 31,

$ in millions, except percentage data

Revenues

Net income

Net income margin

Adjusted EBITDA

Adjusted EBITDA Margin

Cash flows provided by operating activities

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 three acquisitions in 2025 , two acquisitions in 2024 and five acquisitions in 2023 for

total cash consideration, net of cash acquired, of $98 million , $249 million and $1,607 million ,

respectively; and

• We invested $788 million in capital expenditure projects to increase production capacity and improve

efficiency in 2025 , compared with $642 million and $630 million in 2024 and 2023 , 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. Our Ordinary Shares are listed under the symbol “AMRZ” on the

New York Stock Exchange and the SIX Swiss Exchange.

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 18 (Related party) to our consolidated financial statements included

elsewhere in this Annual Report for more information on these agreements.

In connection with the Spin-Off, we became subject to the requirements of the New York Stock Exchange and

the SIX Swiss Exchange. 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 as a standalone public company 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. 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. Certain of these costs (the “Spin-Off and

separation-related costs”) are non-recurring in nature, consisting primarily of rebranding costs. We expect the

Spin-Off and separation-related costs to continue through fiscal year 2027 .

Basis of Presentation

Our consolidated financial statements and accompanying notes included elsewhere in this Annual 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

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 consolidated financial statements

and footnotes for the period prior to the Spin-Off included elsewhere in this Annual 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 consolidated financial statements included elsewhere in this Annual Report .

Prior to the Spin-Off, our 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 have 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 18 (Related party) to our consolidated financial statements included elsewhere in this Annual 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 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 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) and Note 18 (Related party) to our

consolidated financial statements included elsewhere in this Annual Report for additional information.

Market Conditions and Outlook

We operate in competitive markets with respect to each of our segments. Recent market conditions, such as

trade policy uncertainty, fluctuations in interest rates and unfavorable weather conditions earlier in 2025

causing construction market labor challenges have resulted in industry-wide project delays and slower build

activity, particularly in the residential market. Despite these market conditions, our business has remained

resilient, as we have been able to leverage our scale, unique footprint and diverse product offerings to

customers. We expect to continue offsetting recent market conditions through execution of our ASPIRE

program to accelerate synergies and profitable growth and by investing in streamlining our network. Over

time, we expect continued growth in demand due to rapid urbanization, aging infrastructure, recent onshoring

trends, population growth and historical underinvestment in residential housing. As market conditions evolve,

we believe that we are uniquely positioned to capitalize on these growth opportunities.

Factors Affecting Our Performance

We continue to evolve our business to improve performance and drive sustainable growth. Building on our

large operating footprint of over 1,000 sites and facilities, we believe we are well positioned to capitalize on

strong commercial and residential construction spend and infrastructure investments across North America.

The future success of our business depends on many factors. While these factors present opportunities for

us, they also pose risks and challenges, including those discussed below and in “Risk Factors” under Item 1A.

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

grow 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,

Amrize Ltd

H erbert 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 27.9% , 28.8% and 26.7% of our revenues for the years ended December 31, 2025, 2024 and

2023 , 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 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’ greatest ambitions. 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. For example, we have investments in Sublime Systems, a cement

technology startup which plans to use renewable electricity and carbon-free raw materials for cement

production, in the form of a convertible note and advance payments for future supplies and may participate in

the startup’s future potential rounds of capital raising to finance its manufacturing facility . Maintaining this

level of innovation requires us to spend a substantial amount on research and development efforts, as well as

on retaining and recruiting talent. Whether this spending results in increased revenue and more profitable

operations will depend on our ability to introduce new products and improve our current product offerings.

Although we will strive to introduce new products and to develop and market new construction techniques

and technologies, our efforts may be unsuccessful or unprofitable resulting in impairments , which could

negatively affect our results of operations and market positions .

Components of Results of Operations

Revenues

We earn revenue from the sale of Building Materials products (cement, aggregates, ready-mix concrete,

asphalt and other construction materials) and Building Envelope products (advanced roofing and wall

systems, including single-ply membranes, insulation, shingles, sheathing, waterproofing and protective

coatings, along with adhesives, tapes and sealants that are critical to the application of roofing and wall

systems). Revenues are recognized in accordance with Financial Accounting Standards Board Accounting

Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, and ASC 340-40, Other

Assets and Deferred Costs—Contracts with Customers, when we satisfy a performance obligation by

transferring a promised good or service to a customer. This occurs when the customer obtains control of that

good or service. See Note 2 (Summary of significant accounting policies) and Note 3 (Revenues) included in

the consolidated financial statements included elsewhere the Annual 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 consists of interest incurred on finance leases, third-party notes, related-party notes

prior to the Spin-Off, and the amortization of the associated deferred financing costs, net of interest income.

Other Non-Operating Income (Expense), net

Other non-operating income (expense), 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- Market Conditions and Outlook” 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 year ended December 31, 2025 were affected by market uncertainty, which

resulted in project delays and softer new construction activity. These factors are outside of our control and

may impact our operations in the future. The extent to which global economic challenges will ultimately

impact our business, operations, financial condition and results of operations will depend on numerous

factors, which are highly uncertain, rapidly changing and cannot be predicted.

Consolidated Statements of Operations

For the years ended December 31,

(In millions, except for percentage data)

change

change

Revenues

Cost of revenues

Gross profit

Selling, general and administrative expenses

Gain on disposal of long-lived assets

Loss on impairments

Operating income

Interest expense, net

Other non-operating income (expense), net

Income before income tax expense and income

from equity method investments

Income tax expense

Income from equity method investments

Net income

Net loss attributable to noncontrolling interests

Net income attributable to the Company

Net income margin

Adjusted EBITDA (1)

Adjusted EBITDA Margin (1)

(1) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial

Measures” for definitions of these N on-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

Fiscal Year 2025 Compared to Fiscal Year 2024

Revenues

Revenues were $11,815 million in 2025 , an increase of $111 million , or 0.9% , from $11,704 million in 2024 . The

increase in our overall revenues was primarily driven by higher pricing of $182 million and contributions of

$130 million from acquisitions. These factors were partially offset by lower sales volumes and the unfavorable

impact of foreign currency movements. The proportion of revenues related to the Building Materials segment

and Building Envelope segment was 72.1% and 27.9% , respectively, in 2025 , compared to 71.2% and 28.8% ,

respectively, in 2024 .

Cost of revenues

Cost of revenues was $8,781 million in 2025 , an increase of $147 million , or 1.7% , from $8,634 million in 2024 .

The increase was comprised of an increase of $246 million from the Building Materials segment and a

decrease of $83 million from the Building Envelope segment. The increase within Building Materials was

primarily driven by higher manufacturing and distribution costs associated with an equipment outage in our

cement network . The decrease within Building Envelope was assisted by operational efficiencies. Cost of

revenues as a percentage of revenues was 74.3% and 73.8% in 2025 and 2024 , respectively. The proportion

of Cost of revenues related to the Building Materials segment and Building Envelope segment was 73.2% and

26.8% , respectively, in 2025 , compared to 71.8% and 28.2% , respectively, in 2024 .

Selling, general and administrative expenses

Selling, general and administrative expenses were $1,128 million in 2025 , an increase of $184 million , or

19.5% , from $944 million in 2024 . The increase was primarily due to additional costs in connection with the

Spin-Off (including professional services, marketing, rebranding, personnel and related costs, and IT projects

and related costs) and higher litigation-related costs.

Gain on disposal of long-lived assets

Gain on disposal of long-lived assets was $15 million in 2025 , a decrease of $56 million , from $71 million in

2024 . The decrease was primarily driven by a gain of $31 million within the Building Materials segment related

to a land expropriation transaction that occurred in 2024 .

Loss on impairments

Loss on impairments was $15 million in 2025 , an increase of $13 million from $2 million in 2024 . The increase

in 2025 primarily includes impairments recognized on investments and property, plant and equipment.

Interest expense, net

Interest expense, net was $413 million in 2025 , a decrease of $99 million , or 19.3% , from $512 million in 2024 .

The decrease in interest expense, net was primarily driven by lower average total borrowings in 2025.

Other non-operating income (expense), net

Other non-operating income, net was $4 million in 2025 , an increase of $59 million from other non-operating

expense, net of $55 million in 2024 . The increase in other non-operating income, net was primarily driven by a

Canadian defined benefit pension plan settlement loss , which contributed $61 million of expense in 2024 .

Income tax expense

Income tax expense was $326 million in 2025 , a decrease of $42 million , or 11.4% , from $368 million in 2024 .

The effective income tax rate was 21.8% in 2025 , compared to 22.6% in 2024 . The change in effective income

tax rate was primarily attributable to the Organization for Economic Co-operation and Development Pillar Two

(‘‘OECD Pillar Two’’) regulatory guidance released in January 2025, which resulted in a reduction in the OECD

Pillar Two tax and a reduction in our Uncertain Tax Benefits due to statute of limitation expirations.

Income from equity method investments

Income from equity method investments was $11 million in 2025 , a decrease of $2 million , or 15.4% , from $13

million in 2024 .

Amrize Ltd

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA decreased to $3,007 million in 2025 from $3,181 million in 2024 . Adjusted EBITDA Margin

was 25.5% in 2025 , compared with an Adjusted EBITDA Margin of 27.2% in 2024 . The decreases were

primarily driven by higher manufacturing and dis tribution costs associated with an equipment outage in our

cement network, the impact of lower volumes, higher corporate costs, and gains on land sales in 2024 . These

factors were partially offset by higher prices. Adjusted EBITDA and Adjusted EBITDA Margin performance was

as follows:

Analysis of Change

(In millions, except for

percentage data)

For the year

ended

December 31,

Acquisitions

Divestments

Organic

Growth

Foreign

Exchange

For the year

ended

December 31,

change

Total Revenues

Adjusted EBITDA (1)

Adjusted EBITDA Margin (1)

(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.

Fiscal Year 2024 Compared to Fiscal Year 2023

Revenues

Revenues were $11,704 million in 2024 , an increase of $27 million , or 0.2% , from $11,677 million in 2023 . The

increase in our overall revenues was primarily driven by sales price growth, which accounted for $527 million

of the increase, and the contribution of $118 million from acquisitions, of which $93 million was contributed by

Duro-Last. The increase was partially offset by a decrease in revenues from lower sales volumes of $610

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

was 71.2% and 28.8% , respectively, in 2024 , compared to 73.3% and 26.7% , respectively, in 2023 .

Cost of revenues

Cost of revenues was $8,634 million in 2024 , a decrease of $274 million , or 3.1% , from $8,908 million in 2023 .

The decrease primarily consisted of a decrease of $472 million from the Building Materials segment and an

increase of $193 million from the Building Envelope segment. The decrease within the Building Materials

segment was primarily driven by a drop in sales volume and lower energy costs, as well as strict cost control

initiatives. The increase within the Building Envelope segment was primarily driven by an increase in sales

volume and contributions from Duro-Last. Cost of revenues as a percentage of Revenues was 73.8% and

76.3% in 2024 and 2023 , respectively. The proportion of Cost of revenues related to the Building Materials

segment and Building Envelope segment was 71.8% and 28.2% , respectively, in 2024 , compared to 74.8% and

25.2% , respectively, in 2023 .

Selling, general and administrative expenses

Selling, general and administrative expenses were $944 million in 2024 , an increase of $46 million , or 5.1% ,

from $898 million in 2023 . The increase was primarily driven by incremental costs resulting from business

acquisitions in 2023, additional headcount in preparation for the Spin-Off and inflationary pressures.

Gain on disposal of long-lived assets

Gain on disposal of long-lived assets was $71 million in 2024 , an increase of $39 million , or 121.9% , from $32

million in 2023 . This increase was primarily driven by a gain of $31 million within the Building Materials

segment related to a land expropriation transaction.

Loss on impairments

Loss on impairments was $2 million in 2024 , a decrease of $13 million from $15 million in 2023 .

Amrize Ltd

Interest expense, net

Interest expense, net was $512 million in 2024 , a decrease of $37 million , or 6.7% , from $549 million in 2023 .

The decrease in interest expense, net was primarily driven by repayments of debt owed to related parties

along with an increase in interest income from related parties and interest income from third parties due to

higher cash pooling investments, money market funds and time deposit balances.

Other non-operating income (expense), net

Other non-operating expense, net was $55 million in 2024 , an increase of $19 million , or 52.8% , from other

non-operating expense, net of $36 million in 2023 . This increase is predominantly related to the impact of the

Canadian defined benefit pension plan settlement loss, which contributed $61 million of expense in 2024 ,

compared to the U.S. defined benefit pension plan settlement loss, which contributed $33 million of expense

Income tax expense

Income tax expense was $368 million in 2024 , an increase of $7 million , or 1.9% , from $361 million in 2023 .

The increase was primarily driven by an increase in net income before tax. The effective income tax rate was

22.6% in 2024 , compared to 27.8% in 2023 . The change in effective income tax rate was primarily attributable

to the jurisdictional mix of pre-tax income, changes in uncertain tax positions, one-time charges made in 2023

that did not recur in 2024 and prior year provision to return adjustments. These reductions to the effective

income tax rate were partially offset by Pillar Two top-up tax.

Income from equity method investments

Income from equity method investments was $13 million in both 2024 and 2023 , reflecting consistent year

over year business performances.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA increased to $3,181 million in 2024 from $2,844 million in 2023 . Adjusted EBITDA Margin

was 27.2% in 2024 , compared with an Adjusted EBITDA Margin of 24.4% in 2023 . Adjusted EBITDA and

Adjusted EBITDA Margin performance was as follows:

Analysis of Change

(In millions, except for

percentage data)

For the year

ended

December 31,

Acquisitions

Divestments

Organic

Growth

Foreign

Exchange

For the year

ended

December 31,

change

Total Revenues

Adjusted EBITDA (1)

Adjusted EBITDA Margin (1)

(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

Results of Operations by Segment

Fiscal Year 2025 Compared to Fiscal Year 2024

For the years ended December 31,

(In millions)

% change

Segment revenues:

Building Materials (1)

Building Envelope

Total revenues

For the years ended December 31,

(In millions)

% change

Segment Adjusted EBITDA:

Building Materials

Building Envelope

Total Segment Adjusted EBITDA

Unallocated corporate costs

Adjusted EBITDA (2)

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

Aggregates and other construction materials product lines of $540 million and $598 million for the years ended

December 31, 2025 and 2024 , 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 were $8,514 million in 2025 , an increase of $185 million , or 2.2% , from

$8,329 million in 2024 . The increase was primarily driven by price growth of $201 million (primarily in

aggregates) and revenues contributed from acquisitions of $34 million . These items were offset by the

unfavorable impact of foreign currency movements.

Cement revenues were $4,389 million in 2025 , a decrease of $92 million , or 2.1% , from $4,481 million in 2024 .

Aggregates and other construction materials revenues were $4,665 million in 2025 , an increase of $219

million , or 4.9% , from $4,446 million in 2024 . Market uncertainty impacted demand in 2025, although the

commercial market improved in the second half of 2025.

Volumes

For the years ended December 31,

in millions

% Change

Cement - tons sold 1

Aggregates - tons sold

Average Selling Price

For the years ended December 31,

$ per ton

% Change

Constant

Currency 2

% Change

Constant

Currency

Cement - price per ton 1

Aggregates - price per ton 3

1 Cement volume and pricing figures presented above exclude trading.

2 Constant Currency reflects price adjusted to prior period foreign exchange rates.

3 Aggregates pricing figures presented above are freight adjusted, excluding freight revenues.

Amrize Ltd

Building Materials Segment Adjusted EBITDA decreased $67 million in 2025 , or 2.6% , compared to 2024 . The

decrease in Building Materials Segment Adjusted EBITDA in was mainly attributable to higher manufacturing

and distribution costs associated with an equipment outage in the cement network and gains on land sales in

2024, partially offset by price increases in aggregates.

Building Envelope

Building Envelope segment revenues were $3,301 million in 2025 , a decrease of $74 million , or 2.2% , from

$3,375 million in 2024 . The decrease was primarily driven by lower volumes, partially offset by the

contribution from acquisitions and favorable product mix. The lower volumes reflect softer residential market

demand, partially offset by strong commercial roofing repair and refurbishment activity and system revenue s .

Building Envelope Segment Adjusted EBITDA decreased $38 million in 2025 , or 4.9% , compared to 2024 . The

decrease in Building Envelope Segment Adjusted EBITDA was attributable to lower volumes and pricing,

partially offset by the contribution from acquisitions.

Fiscal Year 2024 Compared to Fiscal Year 2023

For the years ended December 31,

(In millions)

% change

Segment revenues:

Building Materials (1)

Building Envelope

Total revenues

For the years ended December 31,

(In millions)

% change

Segment Adjusted EBITDA:

Building Materials

Building Envelope

Total Segment Adjusted EBITDA

Unallocated corporate costs

Adjusted EBITDA (2)

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

Aggregates and other construction materials product lines of $598 million and $668 million for the years ended

December 31, 2024 and 2023 , 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 decreased $235 million , or 2.7% , in 2024 compared to 2023 . The

decrease was primarily driven by lower volumes of $821 million due to lower market demand and a decrease

in government spending, as well as the unfavorable impact of foreign currency movements of $42 million .

These items were partially offset by price growth of $581 million .

Cement revenues were $4,481 million in 2024 , a decrease of $80 million , or 1.8% , from $4,561 million in 2023 .

Aggregates and other construction materials revenues were $4,446 million in 2024 , a decrease of $225

million , or 4.8% , from $4,671 million in 2023 .

Amrize Ltd

Volumes

For the years ended December 31,

in millions

% Change

Cement - tons sold 1

Aggregates - tons sold

Average Selling Price

For the years ended December 31,

$ per ton

% Change

Constant

Currency 2

% Change

Constant

Currency

Cement - price per ton 1

Aggregates - price per ton 3

1 Cement volume and pricing figures presented above exclude trading .

2 Constant Currency reflects price adjusted to prior period foreign exchange rates.

3 Aggregates pricing figures presented above are freight adjusted, excluding freight revenues.

Building Materials Segment Adjusted EBITDA increased $238 million , or 10.3% , in 2024 compared to 2023 .

The increase in Building Materials Segment Adjusted EBITDA was mainly attributable to margin expansion

driven by price growth, partially offset by lower volumes.

Building Envelope

Building Envelope segment revenues increased $262 million , or 8.4% , in 2024 compared to 2023 . The

increase was primarily driven by strong demand from re-roofing activities and higher volume from the

normalization of buying patterns in distribution channels, which accounted for $211 million of the increase, as

well as the contribution of $105 million from the acquisitions. These increases were partially offset by price

reductions of $54 million due to competitive pressures and market dynamics.

Building Envelope Segment Adjusted EBITDA increased $85 million , or 12.4% , in 2024 compared to 2023 . The

increase in Building Envelope Segment Adjusted EBITDA was mainly attributable to solid volume growth.

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, Net

Income Cash Conversion Ratio and Adjusted EBITDA Cash Conversion Ratio, 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, Net Income Cash Conversion Ratio and Cash Conversion Ratio 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, 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. “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. “Net Income Cash Conversion

Ratio” is defined as Free Cash Flow divided by Net income (loss). “Adjusted EBITDA Cash Conversion Ratio” is

defined as Free Cash Flow divided by Adjusted EBITDA.

Amrize Ltd

Total Segment Adjusted EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin, EBITDA and EBITDA Margin,

Free Cash Flow, Net Income Cash Conversion Ratio and Adjusted EBITDA Cash Conversion Ratio 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, Net Income Cash

Conversion Ratio and Adjusted EBITDA Cash Conversion Ratio should not be considered as replacements for

revenues, net income (loss), net income (loss) margin or net cash provided by (used in) operating activities,

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 years ended December 31,

(In millions, except for percentage data)

Net income

Depreciation, depletion, accretion and amortization

Interest expense, net

Income tax expense

EBITDA

Acquisition and integration-related costs (1)

Litigation-related costs (2)

Loss on impairments (3)

Restructuring and other costs (4)

Spin-off and separation-related costs (5)

Other non-operating (income) expense, net (6)

Income from equity method investments

Adjusted EBITDA

Unallocated corporate costs

Total Segment Adjusted EBITDA

Building Materials

Building Envelope

Net income margin

EBITDA Margin

Adjusted EBITDA Margin

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

professional fees. Certain warranty charges related to a pre-acquisition manufacturing issue are also included.

(2) Litigation-related costs include certain litigation settlements, environmental remediation, and legal-related consulting and professional

fees that are not representative of expenses arising in the ordinary course of business.

(3) Loss on impairments consist of one-time charges on the Company’s investments and property, plant and equipment.

(4) Restructuring and other costs include charges associated with non-core sites.

(5) Spin-Off and separation-related costs notably include rebranding costs.

(6) Other non-operating (income) expense, net primarily consists of costs related to pension and other postretirement benefit plans and

gains on proceeds from property and casualty insurance.

Free Cash Flow, Net Income Cash Conversion Ratio and Adjusted EBITDA Cash Conversion Ratio are

monitored by management to assess liquidity. The table below reconciles our net cash provided by (used in)

Amrize Ltd

operating activities, the most directly comparable financial measure calculated in accordance with U.S. GAAP,

to Free Cash Flow, Net Income Cash Conversion Ratio and Adjusted EBITDA Cash Conversion Ratio.

For the years ended December 31,

(In millions)

Net cash provided by operating activities

Capital expenditures, net (1)

Free cash flow

Net income

Adjusted EBITDA

Net income cash conversion ratio

Adjusted EBITDA cash conversion ratio

(1) Capital expenditures, net includes purchases of property, plant and equipment, proceeds from property and casualty

insurance income, proceeds from land expropriation and proceeds from disposals of long-lived assets.

Liquidity and Capital Resources

The production of our products requires high levels of fixed capital. Our ability to fund our cash needs will

depend on our ongoing ability to generate cash from operations. In addition, we will rely on access to the

capital markets, in particular for debt financing, 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 and repay our indebtedness over time. 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- and long-term capital

requirements, including our debt requirements and expected pension contributions for at least the next

twelve months.

As of December 31, 2025 and December 31, 2024 , we had cash and cash equivalents of $1,922 million and

$1,585 million , respectively, and our total net working capital (total current assets less total current liabilities)

amounted to $1,824 million and $2,231 million , respectively. Prior to the Spin-Off, we participated in Holcim’s

centralized cash management program, including its overall financing arrangements. See Note 23

(Subsequent events) to our consolidated financial statements included elsewhere in this Annual Report .

On March 24, 2025 , we entered into the 5-year Revolving Credit Facility that may be used for general

corporate purposes with commitments of $2.0 billion . See Note 10 (Debt) to our consolidated financial

statements included elsewhere in this Annual Report .

On March 24, 2025 , we also entered into a bridge credit agreement providing for the Bridge Loan with

commitments of $5.1 billion .

On April 7, 2025 , Amrize Finance US LLC (“FinanceCo”) issued $3.4 billion in aggregate principal amount of

notes in an offering exempt from registration under Rule 144A and Regulation S (the “Notes”). The net

proceeds from the sale of the notes were approximately $3,381 million (after deductions of fees, discounts

and commissions payable to the initial purchasers and expenses of the offering payable by us). The net

proceeds were transferred to Amrize North America Inc., the parent of FinanceCo, to repay certain

outstanding intercompany loans owed to subsidiaries of Holcim that are not part of Amrize.

On April 8, 2025 , we notified JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the

lenders, that following receipt of the net proceeds of the Notes, the commitments under the Bridge Loan were

permanently reduced to $1.7 billion . The Bridge Loan commitments were terminated upon completion of the

Spin-Off as the Spin-Off was consummated without a borrowing under the Bridge Loan facility. See Note 10

(Debt) to our consolidated financial statements included elsewhere in this Annual Report .

On May 15, 2025 , we established the Commercial Paper Program with a maximum aggregate amount of $2.0

billion outstanding at any time. As of June 10, 2025 , the Company began issuing short-term promissory notes

under the Commercial Paper Program, of which no notes were outstanding as of December 31, 2025 . See

Note 10 (Debt) to our consolidated financial statements included elsewhere in this Annual Report .

Amrize Ltd

On June 18, 2025 , we completed debt-for-debt exchange offers with holders of the subject debt securities

tendering $880 million of Original Exchange Notes issued by FinanceCo and $925 million of Original Exchange

Notes issued by a subsidiary of Holcim, resulting in the issuance of $1,805 million of New Exchange Notes. On

December 19, 2025, we completed an offer to exchange the New Exchange Notes for a like amount of notes

registered under the Securities Act. See Note 10 (Debt) to our consolidated financial statements included

elsewhere in this Annual Report .

Cash Flows

The following table summarizes our net cash used in and provided by operating, investing and financing

activities for the year s indicated:

For the years ended December 31,

(In millions)

Net cash provided by (used in):

Operating activities

Investing activities

Financing activities

Effect of exchange rate changes on cash and cash equivalents

Increase (decrease) in cash and cash equivalents

Cash and cash equivalents - beginning of year

Cash and cash equivalents - end of year

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 sales 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.

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 years ended December 31, 2025 and 2024 , net cash provided by operating activities was $2,208

million and $2,282 million , respectively. The decrease in cash provided by operating activities of $74 million

was primarily driven by lower net income of $91 million as well as working capital changes. Working capital

changes included a net use of cash from accounts receivable of $254 million driven by timing of revenues

and customer collections, a net source of cash from inventory of $85 million driven by timing of production

and annual maintenance, and a net source of cash from accounts payable driven by the timing of payments.

See Note 18 (Related party) to our consolidated financial statements included elsewhere in this Annual Report

for additional information on the settlement of intercompany balances.

For the years ended December 31, 2024 and 2023 , net cash provided by operating activities was $2,282

million and $2,036 million , respectively. The increase in cash provided by operating activities for the year

ended December 31, 2024 , as compared to the year ended December 31, 2023 , was primarily driven by an

increase in operating income of $307 million and an increase in cash collections from accounts receivable of

$294 million , partially offset by increases in inventory on-hand to normalize inventory levels after destocking

in 2023 with a cash impact of $139 million and an increase of $91 million in tax payments.

Cash Flows from Investing Activities

For the years ended December 31, 2025 and 2024 , cash used in investing activities was $361 million and

$1,208 million , respectively. The decrease in cash used in investing activities for the year ended December

31, 2025 , as compared to the year ended December 31, 2024 , was primarily driven by settling the cash

pooling program prior to the Spin-Off of $905 million and a decrease in acquisition spending of $163 million ,

Amrize Ltd

partially offset by an increase in investments in our business through capital expenditures of $146 million . See

Note 18 (Related party) to our consolidated financial statements included elsewhere in this Annual Report for

additional information on the settlement of the cash pooling program.

For the years ended December 31, 2024 and 2023 , cash used in investing activities was $1,208 million and

$2,025 million , respectively. The decrease in cash used in investing activities for the year ended December

31, 2024 , as compared to the year ended December 31, 2023 , was primarily driven by a decrease in

acquisition spending of $1,358 million primarily related to the acquisition of Duro-Last in 2023 , which was

partially offset by an increase in investments to cash pooling of $570 million .

Cash Flows from Financing Activities

For the years ended December 31, 2025 and 2024 , cash used in financing activities was $1,555 million and

$537 million , respectively. The increase in cash used in financing activities for the year ended December 31,

2025 , as compared to the year ended December 31, 2024 , was primarily driven by an increase in repayments

of related-party debt of $5,269 million , partially offset by an increase in proceeds from issuances of long-

term third-party debt of $3,395 million and proceeds of $922 million from the debt-for-debt exchange. See

Note 10 (Debt) and Note 18 (Related party) to our consolidated financial statements included elsewhere in

this Annual Report for additional information.

For the year ended December 31, 2024 , cash used in financing activities was $537 million , compared to cash

provided by financing activities of $734 million for the year ended December 31, 2023 . The increase in cash

used in financing activities for the year ended December 31, 2024 , as compared to the year ended December

31, 2023 , was primarily driven by a decrease of $1,235 million in proceeds from issuances of related-party

debt.

Contractual Obligations and Commitments

Under various agreements, we are obligated to make future cash payments in fixed amounts. These include

payments under our long-term debt agreements and pension and other postretirement benefit plan

contributions. The following table presents our significant contractual obligations and commitments with

definitive payment terms as of December 31, 2025 :

(In millions)

Thereafter

Total

Principal on short-term and

long-term debt

Operating lease obligations

Finance lease obligations

Pension and postretirement

contributions

Purchase obligations (1)

Total

(1) Purchase obligations is comprised of purchase commitments of $601 million for goods and services and capital

expenditures of $207 million for property, plant and equipment.

Off Balance Sheet Arrangements

Periodically, we enter into off balance sheet commitments, including surety bonds and letters of credit, to

fulfill certain obligations related to specific projects, insurance and site restoration. As of December 31, 2025

and December 31, 2024 , we had outstanding commitments amounting to $751 million and $809 million ,

respectively. Historically, no material claims have been made against these surety bonds and letters of credit.

We did not have any other off balance sheet arrangements as of December 31, 2025 and December 31, 2024 .

Critical A ccounting Estimates

Our 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

reported amounts of assets, liabilities, revenues, expenses and the related disclosures. We base our

assumptions, estimates and judgments 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 our consolidated financial

Amrize Ltd

statements are presented fairly and in accordance with U.S. GAAP, and we revise our estimates, as

appropriate, when events or changes in circumstances indicate that revisions may be necessary. Because

future events and their effects cannot be determined with certainty, actual results could differ materially from

our assumptions and estimates. Although our assumptions and estimates are based on management’s

knowledge of, and experience with, past and current events, actual results could differ materially from our

assumptions and estimates.

For a discussion of our significant accounting policies, see Note 2 (Summary of significant accounting

policies) to our audited consolidated financial statements included elsewhere in this Annual Report.

Management believes that the following accounting policies and estimates are those most critical to fully

understanding and evaluating our reported financial results, and they require management’s most difficult,

subjective or complex judgments, resulting from the need to make estimates about the effect of matters that

are inherently uncertain.

Goodwill Impairment

Goodwill represents the excess purchase price paid for acquired businesses over the estimated fair value of

identifiable assets and liabilities. Goodwill is tested for impairment once a year, during the fourth quarter, or

more frequently if events or changes in circumstances indicate that the carrying amount may not be

recoverable. Such events and changes in circumstances may include continued economic uncertainty, lower

than forecasted revenue, reduced future cash flow estimates, or a substantial decline in business

performance. Goodwill impairment is a critical accounting policy because goodwill is material to our total

assets (goodwill represents 37.2% of total assets as of December 31, 2025 and 37.5% of total assets as of

December 31, 2024 ), and the evaluation involves the use of significant estimates, key assumptions and

judgment.

We assess goodwill for impairment at the reporting unit level, which is at the operating segment level, or one

level below. Our test for goodwill impairment starts with a qualitative assessment to determine whether it is

necessary to perform a quantitative goodwill impairment test. The qualitative assessment involves the

evaluation of certain events and circumstances, such as industry and market conditions, macroeconomic

conditions, cost factors, and relevant events impacting the financial trends, which may impact a reporting

unit’s fair value. If qualitative factors indicate that it is more likely than not that the fair value of the reporting

unit is less than the carrying value of its net assets, then we proceed with a quantitative goodwill impairment

test. We may also choose to bypass the qualitative assessment for any reporting unit in its goodwill

assessment and proceed directly to performing the quantitative assessment.

Under the quantitative impairment test, if the carrying amount of the reporting unit exceeds its fair value, then

we recognize an impairment loss equal to that excess, up to the total amount of goodwill associated with that

reporting unit. Under the quantitative impairment test, we calculate the estimated fair value of a reporting unit

using the income approach. For this approach, W e utilize internally developed discounted cash flow models

that incorporate various significant assumptions . These significant assumptions utilized in determining the fair

values of our reporting units generally include forecasted revenues, expenses, resulting EBITDA Margins and

related cash flows based on assumed long-term growth rates and demand trends, future projected

investments to expand our reporting units, discount rates and terminal growth rates. These assumptions are

based on our historical data and experience, industry projections and general economic condition projections

and they can change year to year based on operating results, market conditions and other factors. Changes

in assumptions or estimates may result from a change in market conditions, market trends, interest rates or

other factors outside our control, or underperformance relative to historical or projected performance. These

conditions could materially affect the estimate of fair value of a reporting unit, and therefore could affect the

likelihood and amount of any potential impairment.

The results of our annual impairment tests for 2025 indicated that the estimated fair values of our reporting

units substantially exceeded their carrying values. For further information, see Note 8 (Goodwill and intangible

assets, net) to our audited consolidated financial statements included elsewhere in this Annual Report .

Intangible Assets

Our long-lived intangible assets consist of customer lists, software, mining rights, patented and unpatented

technology, trademarks and other intangible assets. Long-lived intangible assets are amortized on a straight-

line basis over their respective estimated useful lives to the estimated residual values, except for mining

rights which are primarily depleted on a volume basis. We review long-lived intangible assets for impairment

whenever events or changes in circumstances indicate that the carrying amount of the long-lived intangible

assets may not be recoverable. Such events and changes in circumstances may include significant changes

Amrize Ltd

in performance relative to expected operating results, significant changes in asset use, significant negative

industry or economic trends and changes in our business strategy. We recognize an impairment loss when

estimated undiscounted future cash flows expected to result from the use of the asset and its eventual

disposition are less than its carrying amount. For further information, see Note 8 (Goodwill and intangible

assets, net) to our audited consolidated financial statements included elsewhere in this Annual Report .

Business Combinations

Acquisitions are accounted for as business combinations using the acquisition method in accordance with

ASC Topic 805, Business Combinations, which requires the purchase price to be allocated to assets acquired

and liabilities assumed based on estimated fair values. The purchase price is determined based on the fair

value of consideration transferred to and liabilities assumed from the seller as of the date of acquisition. We

allocate the purchase price to the fair values of the tangible and identifiable intangible assets acquired and

liabilities assumed as of the date of acquisition. Any excess of the purchase price over the fair value of the

assets acquired and liabilities assumed is recorded as goodwill.

Determining the fair values of assets acquired and liabilities assumed requires judgment and often involves

the use of significant estimates and assumptions. Fair value is defined as the price that would be received

from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the

measurement date. A fair value measurement assumes the highest and best use of the asset by market

participants.

Allocations of the purchase price are based on preliminary estimates and assumptions at the date of

acquisition and are subject to revision based on final information received including appraisals and other

analyses which support underlying estimates within the measurement period, a period of no more than one

year from the acquisition date. Measurement period adjustments are generally recorded as increases or

decreases to goodwill, if any, recognized in the transaction.

Our consolidated financial statements include the operating results of acquired businesses beginning on the

acquisition date. For further information on our business combinations, see Note 4 (Acquisitions) to our

audited consolidated financial statements included elsewhere in this Annual Report .

Income Taxes

Prior to the Spin-Off, our income tax provision was prepared using the separate return method. The separate

return method applies the concepts of ASC Topic 740, Income Taxes, to the standalone financial statements

of each member of the combined group as if the group members were separate taxpayers. The calculation of

our income taxes using the separate return method requires judgment and use of both estimates and

allocations. Furthermore, current obligations for taxes that may arise under the separate return method where

our operations were included in tax returns with the activities of Holcim are deemed settled with Holcim as a

component of Net parent investment for purposes of our historical consolidated financial statements. As a

result, the income taxes presented in our historical consolidated financial statements may not be indicative of

the income taxes that we will generate in the future. Following the Spin-Off, our income tax provision is

calculated based on our operating footprint, as well as tax return elections and assertions. Given that prior to

the Spin-Off our U.S. and Canadian operations were not included in Holcim’s tax filings, U.S. and Canadian tax

returns will be filed on a full-year basis in 2025. Swiss operations, which were included in Holcim’s tax filings

prior to the Spin-Off, will be reflected in separate Swiss tax returns filed beginning on the date of the Spin-

Off.

We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences

between the financial statement carrying amounts of assets and liabilities and their respective tax bases. We

also recognize deferred tax assets for net operating losses and tax credit carryforwards. Deferred tax assets

are assessed for realizability and, where it is more likely than not that a tax benefit will not be realized, a

valuation allowance is recorded to reduce the deferred tax asset to an amount that will, more likely than not,

be realized in the future. Judgment is applied in assessing the realizability of these deferred tax assets and

the need for any valuation allowances. In determining the amount of deferred tax assets that are more likely

than not to be realized, management considers all positive and negative evidence, including our historical

results and forecasts of future taxable income by jurisdiction, as well as the expected timing of the reversals

of existing temporary differences and tax planning strategies. Deferred tax assets and liabilities are measured

using enacted tax rates applicable in the years in which they are expected to be recovered or settled. The

effect of a change in tax law on deferred tax assets and liabilities is recognized in the provision for income

taxes in the period that includes the enactment date.

Amrize Ltd

The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax

regulations. We determine if the weight of available evidence indicates that it is more likely than not that a tax

position will be sustained on tax audit, assuming that all issues are audited and resolution of any related

appeals or litigation processes are concluded. The tax benefit is then measured as the largest amount that is

more than 50% likely to be realized upon ultimate settlement. The reserves for uncertain tax positions are

adjusted as facts and circumstances change, such as upon closing of a tax audit, expiration of statutes of

limitation on potential assessments or refinement of an estimate. To the extent that the final outcome of

these matters is different than the amounts recorded, such differences will impact the provision for income

taxes in the period in which such a determination is made. The provisions for income taxes include the impact

of reserves for uncertain tax positions, along with the related interest and penalties. For further information,

see Note 13 (Income taxes) to our audited historical consolidated financial statements included elsewhere in

this Annual Report .

Product Warranties

We provide standard warranties on many of our products within the Building Envelope segment. Standard

warranty terms range from one year to limited lifetime coverage. We estimate our future assurance warranty

costs based on historical claim rates and product sales. From time to time, we may also increase or decrease

preexisting warranty accruals for updated estimates of the costs necessary to settle specific product liability

claims. These updates are recorded during the period in which (a) the circumstances giving rise to the

specific product liability claims become known and (b) the costs to satisfactorily address the situation are

both probable and estimable. Our warranty accounting policy is considered a critical accounting estimate due

to the inherent uncertainty in predicting the future failure rates of certain roofing products. The estimate is

based on historical claims data, historical sales, and the long-tail line of lifetime coverage. We regularly

monitor warranty claims and update our assumptions as necessary to reflect current conditions. For further

information, see Note 17 (Commitments and contingencies) to our audited historical consolidated financial

statements included elsewhere in this Annual Report .

Accounting Standards to be Adopted in Future Periods

For a discussion of new accounting standards, see Note 2 (Summary of significant accounting policies) to our

audited historical consolidated financial statements included elsewhere in this Annual Report .