Amrize Ltd
For the period ended Sep 30, 2025. Filed Oct 29, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Oct 29, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0002035989-25-000004
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-10-29.
0002035989-25-000037
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
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287 unchanged; 126 reworded; 151 added; 109 removed; 11 previous and 15 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (151)
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United States and Canada.
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distributor or dealer network in North America.
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•Total revenues of$3,675 million, compared with$3,446 million in thethree months ended September 30, 2024;
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•Net income of$543 million, compared with$552 million in thethree months ended September 30, 2024;
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•Adjusted EBITDA of$1,067 million, compared with$1,103 million in thethree months ended September 30,
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•Adjusted EBITDA Margin of 29.0%, compared with 32.0% in thethree months ended September 30, 2024.
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•Total revenues of$8,976 million, compared with$8,855 million in thenine months ended September 30, 2024;
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•Net income of$884 million, compared with$981 million in thenine months ended September 30, 2024;
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•Adjusted EBITDA of$2,228 million, compared with$2,390 million in thenine months ended September 30,
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•Adjusted EBITDA Margin of 24.8%, compared with 27.0% in thenine months ended September 30, 2024; and
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•Cash flows provided by operating activities of$404 million, compared with$555 million in thenine months
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ended September 30, 2024.
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net of cash acquired, of$86 million, compared withone acquisition in thenine months ended September
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compared with$221 million in thethree months ended September 30, 2024; and
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compared with$558 million in thenine months ended September 30, 2024.
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In connection with the Spin-off, we became subject to the requirements of the New York Stock Exchange and
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the SIX Swiss Exchange. We have begun to establish additional procedures and practices as a standalone public
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company. As a result, we have started to and will continue to incur additional expenses related to the establishment
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and operation of new functions as a standalone public company including rebranding, employee-related costs,
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executive leadership compensation, accounting and financial reporting, compliance and regulatory, human
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resources, information technology, marketing and communications, insurance and other operating costs. In line with
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our ASPIRE program, we will continue to look for operational cost improvement opportunities as a standalone
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company to drive lower costs across our business and corporate functions. Certain of these costs (the “Spin-off and
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separation-related costs”) are non-recurring in nature, consisting primarily of rebranding costs. We expect the Spin-
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off and separation-related costs to continue through fiscal year 2026.
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capitalize on these growth opportunities.
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technologies. We also partner with leading construction sector startups to scale up new technologies across our
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operations. For example, we have investments in Sublime Systems, a disruptive cement technology startup which
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plans to use renewable electricity and carbon-free raw materials for cement production, in the form of a convertible
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note and advance payments for future supplies and may participate in the startup’s future potential rounds of capital
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Securities and Exchange Commission (“SEC”) and Note 3 (Revenues) to our unaudited condensed consolidated
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services.
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Revenues for thethree months ended September 30, 2025 were$3,675 million, an increase of$229 million, or
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6.6%, from$3,446 million for thethree months ended September 30, 2024. Theincrease in ouroverall revenues
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Building Materials segment (mainly growth in cement, aggregates and ready-mix concrete), thecontribution from
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acquisitions, and price increases of$42 million (notably in aggregates and residential roofing). These factors were
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persists, project activity improved as the quarter progressed with new projects across public infrastructure,
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commercial investments in data centers and energy-related projects, and repair and refurbishment. The commercial
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repair and refurbishment market remained strong in the quarter, while residential demand continued to trail the same
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period in the prior year. The proportion of revenues related to the Building Materials segment and Building
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ora network of sales representatives in North America.
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full year.
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•Total revenues of$3,220 million, compared with$3,243 million in thethree months ended June 30, 2024;
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•Net income of$428 million, compared with$473 million in thethree months ended June 30, 2024;
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•Adjusted EBITDA of$947 million, compared with$1,003 million in thethree months ended June 30,
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•Adjusted EBITDA Margin of 29.4%, compared with 30.9% in thethree months ended June 30, 2024.
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•Total revenues of$5,301 million, compared with$5,409 million in thesix months ended June 30, 2024;
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•Net income of$341 million, compared with$429 million in thesix months ended June 30, 2024;
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•Adjusted EBITDA of$1,161 million, compared with$1,287 million in thesix months ended June 30, 2024;
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•Adjusted EBITDA Margin of 21.9%, compared with 23.8% in thesix months ended June 30, 2024; and
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•Cash flows used in operating activities of$450 million, compared with$68 million in thesix months ended
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million, anddid not complete anyacquisitions in thethree months ended June 30, 2024;
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cash acquired, of$78 million, and did not complete any acquisitions in thesix months ended June 30, 2024;
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compared with$155 million in thethree months ended June 30, 2024; and
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with$337 million in thesix months ended June 30, 2024.
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growth opportunities.
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market positions.
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3 (Revenue) to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly
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Report.
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Revenues for thethree months ended June 30, 2025 were$3,220 million, a decrease of$23 million, or 0.7%,
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Materials segment, the unfavorable impact of foreign currency movements of$17 million, and unfavorable product
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mix within the Building Envelope segment. The decrease was partially offset by price increases within the Building
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Materials segment of $40 million andacquisitions. The proportion of revenues related to the Building Materials
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segment and Building Envelope segment was 69.9% and 30.1% for thethree months ended June 30, 2025 and
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Revenues for thesix months ended June 30, 2025 were$5,301 million, a decrease of$108 million, or 2.0%,
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from$5,409 million for thesix months ended June 30, 2024. Thedecrease in our overall revenues was primarily
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driven by lower sales volumes, which accountedfor $219 million of thedecrease primarily within the Building
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Materials segment, and the unfavorable impact of foreign currency movements of$43 million. These decreases were
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partially offset by contributions of$76 million from acquisitions, primarily driven by OX and overall price increases
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segment was 67.5% and 32.5% for thesix months ended June 30, 2025 and 68.4% and 31.6% for thesix months
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ended June 30, 2024, respectively.
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Cost of revenues for thethree months ended June 30, 2025 was$2,254 million, a decrease of$10 million, or
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0.4%, from$2,264 million for thethree months ended June 30, 2024. Thedecrease was comprised ofa decrease of
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Thedecrease within both segments was primarily driven by lower sales volumes, partially offset by unfavorable cost
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and 71.2% and 28.8% for thethree months ended June 30, 2024, respectively.
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Cost of revenues for thesix months ended June 30, 2025 was$4,113 million, a decrease of$45 million, or
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1.1%, from$4,158 million for thesix months ended June 30, 2024. Thedecrease was comprised ofa decrease of
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Thedecrease within both segments was primarily driven by lower sales volumes, partially offset by unfavorable cost
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Materials segment and Building Envelope segment was 70.5% and 29.5% for thesix months ended June 30, 2025
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administrative expenses for thesix months ended June 30, 2025 was$538 million, an increase of$97 million, or
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includes forward-looking statements that involve risks and uncertainties. You should review the sections entitled
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includes forward-looking statements that involve risks and uncertainties. Refer to the sections entitled “Cautionary
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“Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of forward-
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Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements
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looking statements and important factors that could cause actual results to differ materially from the results
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and important factors that could cause actual results to differ materially from the results described in or implied by
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described in or implied by the forward-looking statements contained in the following discussion and analysis.
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the forward-looking statements contained in the following discussion and analysis.
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customers, building owners, architects, engineers, public authorities and cities across the United States and Canada.
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customers, consisting of contractors, building owners, architects, engineers, public authorities and cities across the
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residential projects. These products are sold either directly to contractors or through authorized distributors
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residential projects. These products are sold either directly tocontractors or through an authorized
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We are the largest provider of cement in the United States and Canada as measured by sales and production
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We are the largest provider of cement in the United States and Canada as measured by revenues and production
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volume, the second largest commercial roofing company in North America as measured by sales, and a leader in
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volume, the second largest commercial roofing company in North America as measured by revenues, and a leader in
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adverse weather can negatively impact the production processes for a variety of reasons. For example, workers may
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adverse weather can negatively impact the construction and R&R application of our products for a variety of
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not be able to work outdoors in sustained high temperatures, heavy rainfall and/or other unfavorable weather
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reasons. For example, workers may not be able to work outdoors in sustained high temperatures, heavy rainfall and/
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conditions. Therefore, financial results for any interim period do not necessarily indicate the results expected for the
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or other unfavorable weather conditions. Therefore, financial results for any interim period do not necessarily
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•Net income margin of 13.3%, compared with 14.6% in thethree months ended June 30, 2024;
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•Net income margin of 14.8%, compared with 16.0% in thethree months ended September 30, 2024;
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A summary of our performance highlights for thesix months ended June 30, 2025 is as follows:
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A summary of our performance highlights for thenine months ended September 30, 2025 is as follows:
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•Net income margin of 6.4%, compared with 7.9% in thesix months ended June 30, 2024;
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•Net income margin of 9.8%, compared with 11.1% in thenine months ended September 30, 2024;
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•We completedone acquisition in thethree months ended June 30, 2025 for total cash consideration of$69
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•We completedone acquisition in thethree months ended September 30, 2025, compared withone
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•We completedtwo acquisitions in thesix months ended June 30, 2025 for total cash consideration, net of
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•We completed three acquisitions in thenine months ended September 30, 2025 for total cash consideration,
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•We invested$235 million in capital expenditure projects in thethree months ended June 30, 2025,
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•We invested$185 million in capital expenditure projects in thethree months ended September 30, 2025,
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•We invested$446 million in capital expenditure projects in thesix months ended June 30, 2025, compared
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•We invested$631 million in capital expenditure projects in thenine months ended September 30, 2025,
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trade policy uncertainty, fluctuations in interest rates and unfavorable weather conditions causing construction
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trade policy uncertainty, fluctuations in interest rates andunfavorable weather conditions earlier in 2025 causing
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market labor challenges have resulted in industry-wide project delays and slower build activity, particularly in the
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construction market labor challenges have resulted in industry-wide project delays and slower build activity,
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residential market. Despite these market conditions, our business has remained resilient, as we have been able to
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particularly in the residential market. Despite these market conditions, our business has remained resilient, as we
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leverage our scale, unique footprint and diverse product offerings to customers. We expect to continue addressing
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have been able toleverage our scale, unique footprint and diverse product offerings to customers. We expect to
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recent market conditions through execution of our ASPIRE program to accelerate synergies and profitable growth
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continue offsetting recent market conditions through execution of our ASPIRE program to accelerate synergies and
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and by investing in debottlenecking our network. Over time, we expect continued growth in demand due to rapid
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profitable growth and by investing in streamlining our network. Over time, we expect continued growth in demand
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urbanization, aging infrastructure, recent onshoring trends, population growth and historical underinvestment in
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due to rapid urbanization, aging infrastructure, recent onshoring trends, population growth and historical
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residential housing. As market conditions evolve, we believe that we are uniquely positioned to capitalize on these
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underinvestment in residential housing. As market conditions evolve, we believe that we are uniquely positioned to
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30.1% and 32.5% of our revenues for thethree and six months ended June 30, 2025, up from 29.9% and 31.6% of
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24.5% and 29.2% of our revenues for thethree and nine months ended September 30, 2025, down from 26.0% and
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our revenues in thethree and six months ended June 30, 2024, respectively. We intend to continue building out our
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29.4% of our revenues in thethree and nine months ended September 30, 2024, respectively. We intend to continue
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Building Envelope segment through expansions, acquisitions and development of additional solutions and products,
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building out our Building Envelope segment through expansions, acquisitions and development of additional
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as we believe this will unlock long-term value creation. Such expansions and acquisitions depend on our ability to
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solutions and products, as we believe this will unlock long-term value creation. Such expansions and acquisitions
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raise capital and seamlessly integrate new products into our current product mix.
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depend on our ability to raise capital and seamlessly integrate new products into our current product mix.
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technologies. Maintaining this level of innovation requires us to spend a substantial amount on research and
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raising to finance its manufacturing facility. Maintaining this level of innovation requires us to spend a substantial
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development efforts, as well as on retaining and recruiting talent. Whether this spending results in increased revenue
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amount on research and development efforts, as well as on retaining and recruiting talent. Whether this spending
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and more profitable operations will depend on our ability to introduce new products and improve our current product
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results in increased revenue and more profitable operations will depend on our ability to introduce new products and
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offerings. Although we will strive to introduce new products and to develop and market new construction techniques
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improve our current product offerings. Although we will strive to introduce new products and to develop and market
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and technologies, our efforts may be unsuccessful or unprofitable, which could negatively affect our revenues and
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new construction techniques and technologies, our efforts may be unsuccessful or unprofitable, which could
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policies) to our historical combined financial statements within the Company’s Form 10 filed with the SEC and Note
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policies) to our historical combined financial statements within the Company’s Form 10 filed with the U.S.
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operating lease expenses and finance lease expenses. Additionally, Selling, general and administrative expenses also
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operating lease expenses and finance lease expenses. Additionally, prior to the Spin-off, Selling, general and
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include expense allocations for certain corporate, infrastructure and other shared services provided by Parent on a
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administrative expenses also include expense allocations for certain corporate, infrastructure and other shared
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centralized basis, including but not limited to accounting and financial reporting, treasury, tax, legal, human
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services provided by Parent on a centralized basis, including but not limited to accounting and financial reporting,
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indicate the results expected for the full year.
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acquisition in thethree months ended September 30, 2024;
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30, 2024 for total cash consideration, net of cash acquired, of$21 million;
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negatively affect our revenues and market positions.
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financial statements included elsewhere in this Quarterly Report.
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Building Envelope was assisted by operational efficiencies. Cost of revenues as a percentage of Revenues was
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Co-operation and Development Pillar Two (‘‘OECD Pillar Two’’) regulatory guidance released in January 2025,
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average sales price per ton of$172.26 for thethree months ended September 30, 2024. The average sales price for
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offset by sales price increases in aggregates.
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proceeds from property and casualty insurance.
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to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
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our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for
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our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for
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(Debt) and Note 18 (Related party) to our unaudited condensed consolidated financial statements included elsewhere
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in this Quarterly Report for additional information.
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absorption due to lower sales volumes. Cost of revenues as a percentage of Revenues was 77.6% and 76.9% for the
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was primarily attributable tothe Organization for Economic Co-operation and Development Pillar Two (‘‘OECD
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June 30, 2024. The average sales price for cement is computed based on our core domestic products, which generate
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substantially all of our revenues within the cement business.
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primarily due to lower demand in the construction industry due to challenging weather conditions and softness in the
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warranty charges related to a pre-acquisition manufacturing issue and transaction costs related to the Spin-off.
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unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
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(Related party) to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly
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financial statements included elsewhere in this Quarterly Report for additional information.
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the debt-for-debt exchange offers. See Note 10 (Debt) and Note 18 (Related party) to our unaudited condensed
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consolidated financial statements included elsewhere in this Quarterly Report for additional information.