Amrize Ltd

Condensed Consolidated Statements of Operations (Unaudited)

(In millions, except per share data)

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Condensed Consolidated Balance Sheets

(In millions, except share data)

Condensed Consolidated Statements of Cash Flows (Unaudited)

Condensed Consolidated Statements of Equity (Unaudited)

Condensed Consolidated Statements of Equity (Unaudited)

Note 1. Organization and basis of presentation

Organization

Amrize Ltd (the “Company”) isa building solutions company focused exclusively on the North American

market, offering customers a broad range of advanced building solutions from foundation to rooftop. The Company

earns revenue from the sale of cement, aggregates, ready-mix concrete, asphalt, roofing systems and other building

solutions.

The Company is organized intotwo reportable segments — Building Materials and Building Envelope —

that are aligned with the products and services it provides and based upon the information used by thechief

operating decision maker (“CODM”) in evaluating the performance of the business and allocating resources and

capital.

•Building Materials: The building materials segment offers a range of branded solutions delivering high-

quality products for a wide range of applications. These include cement and aggregates, as well as a

variety of downstream products and solutions such as ready-mix concrete, asphalt and other construction

materials.

•Building Envelope: The building envelope segment offers advanced roofing and wall systems, including

single-ply membranes, insulation, shingles, sheathing, waterproofing and protective coatings, along with

adhesives, tapes and sealants that are critical to the application of roofing and wall systems.

On May 14, 2025, the holders of ordinary shares of Holcim Ltd (“Parent”) approved the Spin-off of the

Company (the “Spin-off”). On June 23, 2025 (the “Separation and Distribution Date”), Parent completed the

previously announced Spin-off through a distribution of 100% of the Company’s outstanding shares (the

“Distribution”) to holders of record of Parent’s ordinary shares, on a pro rata basis as a dividend-in-kind, as of the

close of business on June 20, 2025, which resulted in the issuance of 553,082,069 shares of common stock. This

amount is based on 566,875,513 Parent shares outstanding at the Separation and Distribution Date and 13,793,444

shares not distributed to Parent shareholders that are held by the Company as treasury stock. In connection with the

Distribution, the Company and Parent consummated a series of internal reorganization transactions resulting in the

Company becoming the holder, directly or through its subsidiaries, of the business, activities and operations of

Parent and its affiliates in the United States, Canada, Switzerland, and Jamaica, as well as certain support operations

in Colombia and certain trading operations. As a result of the Distribution, the Company became an independent

public company. The Company’s common stock is listed under the symbol “AMRZ” on the New York Stock

Exchange and the SIX Swiss Exchange.

Unless the context otherwise requires, references to “we,” “our,” “us,” and the “Company” refer to (i)

Amrize Ltd’s business prior to the Spin-off as a carve-out business of Parent and (ii) Amrize Ltd and its subsidiaries

following the Spin-off.

Basis of presentation

These unaudited condensed consolidated financial statements have been prepared in accordance with

accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and

regulations of the United States Securities and Exchange Commission (“SEC”). While the unaudited condensed

consolidated financial statements reflect all normal recurring adjustments that are, in the opinion of management,

necessary for fair presentation of the results of the interim period, they do not include all of the disclosures provided

in annual financial statements. These unaudited condensed consolidated financial statements should be read in

conjunction with the Company’s historical combined financial statements and accompanying notes included within

the Company’s Form 10 filed with the SEC.

Prior to the Spin-off, the Company operated as a wholly-owned subsidiary of Parent and not as a standalone

company. These condensed consolidated financial statements and footnotes reflect the historical financial position,

results of operations and cash flows of the Company as historically managed within Parent 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 historical condensed consolidated

financial statements and footnotes for periods prior to the completion of the Spin-off were prepared on a “carve-out”

basis in connection with the Spin-off, and were derived from the consolidated financial statements and historical

accounting records of Parent.

For periods prior to the Spin-off, the condensed consolidated balance sheet reflects all of the assets and

liabilities of Parent that are specifically identifiable or directly attributable to the Company, including Net parent

investment as a component of equity. Net parent investment represents Parent’s historical investment in the

Company and includes accumulated net income attributable to the Company and the net effect of transactions with

Parent and its subsidiaries. See Note 18 (Related party) for additional information. All intercompany balances and

transactions within the Company have been eliminated in these unaudited condensed consolidated financial

statements.

Prior to the Spin-off, the Company and Parent had intercompany activity resulting in revenues and

expenses for both parties. As described in Note 18 (Related party), certain related party transactions between the

Company and Parent have been included in these unaudited condensed consolidated financial statements. Pursuant

to the Spin-off, Parent ceased to be a related party to the Company and accordingly, no related party transactions or

balances have been reported subsequent to the Separation and Distribution Date.

Prior to the Spin-off, the unaudited condensed consolidated statements of operations included expense

allocations for certain corporate, infrastructure and other shared services provided by Parent on a centralized basis,

including but not limited to accounting and financial reporting, treasury, tax, legal, human resources, information

technology, insurance, employee benefits and other shared services that are either specifically identifiable or directly

attributable to the Company. These expenses had been allocated to the Company on the basis of direct usage when

specifically identifiable, with the remainder predominantly allocated on a pro rata basis using revenues. The

Company’s management considers this allocation to be a reasonable reflection of the utilization of services provided

or the benefit received by the Company during the periods presented. However, these expense allocations may not

be indicative of the actual expenses that would have been incurred had the Company been a standalone company

during the periods presented, and they may not reflect what the Company’s results of operations may be in the

future. See Note 18 (Related party) for additional information. Following the Spin-off, a limited number of services

that Parent provided to the Company prior to the Spin-off are continuing to be provided for a period of time under a

Transition Services Agreement. The Company is now incurring certain costs as a standalone public company,

including services provided by its own resources or through third-party service providers relating to corporate

functions, including executive leadership, accounting and financial reporting, treasury, compliance and regulatory,

human resources, information technology, marketing and communications, insurance, as well as ongoing additional

costs associated with operating as an independent, publicly-traded company.

Historically, Parent used a centralized approach to cash management and financing of operations. Prior to

the Spin-off, a majority of the Company’s subsidiaries participated in Parent’s centralized cash management and

financing function. While the Company maintained bank accounts in the name of its respective legal entities in order

to conduct day-to-day business, cash was managed centrally as part of the overall treasury function and Parent

oversaw a cash pooling program whereby cash was swept from any subsidiary accounts, including the Company’s

accounts, on a daily basis. As such, cash and cash equivalents held by Parent at the corporate level were not

specifically identifiable or directly attributable to the Company and, therefore, have not been reflected in these

unaudited condensed consolidated financial statements prior to the Spin-off. Rather, the Company’s residual cash

pooling balances as of the end of each reporting period prior to the Spin-off were recorded within Related-party

notes receivable. See Note 18 (Related party) for more information.

Further, prior to the Spin-off, Parent’s third-party debt and related interest expense was not attributed to the

Company because the Company was not considered the primary obligor of the debt, and the Company was not a

named guarantor or joint and severally liable for any of Parent’s third-party debt. Prior to the Spin-off, the Company

had related-party note agreements in place with Parent for the financing of its capital needs, which are reflected as

Related-party notes payable on thecondensed consolidated balance sheet as of December 31, 2024. As part of the

Spin-off, the Company issued senior unsecured notes and completed a bond exchange as described in Note 10

(Debt). 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 Parent. Parent also completed an

equity contribution to the Company to settle the remaining related-party indebtedness due to Parent as described in

Note 18 (Related party). Interest expense, net in the unaudited condensed consolidated statements of operations

reflects interest on borrowing and funding associated with the related-party note agreements for periods prior to the

Spin-off. Subsequent to the Spin-off, Interest expense, net in the unaudited condensed consolidated statements of

operations reflects interest expense primarily related to the newly issued senior unsecured notes, the notes obtained

in the bond exchange with Parent, the commercial paper program, and interest associated with other long-term debt.

See Note 10 (Debt) for further detail.

In connection with the Spin-off, the Company entered or adopted several agreements, including a

Separation and Distribution Agreement, Transition Services Agreement, and Tax Matters Agreement, among others,

that provide a framework for the post separation relationship between the Company and Parent. See Note 18

(Related party) for more information on these agreements.

Additionally, in relation to the Spin-off, Parent allocated$5 million of transaction costs to the Company for

thethree months ended September 30, 2024, and$11 million and$15 million for the nine months ended September

30, 2025 and 2024, respectively. These allocated transaction costs correspond to the costs incurred by the Parent that

are directly attributable to the Company, such as rebranding costs, employee-related costs (i.e. recruitment and

relocation expenses) and costs to establish certain standalone functions. These costs are recorded in Selling, general

and administrative expenses and are deemed to be settled in the period in which the costs are included in Net parent

investment on the condensed consolidated balance sheetfor periods prior to the Spin-off. The Company also directly

recorded certain non-recurring transaction costs related to the Spin-off. See Note 14 (Segment information) for detail

on total non-recurring Spin-off and separation-related costs.

Use of estimates

These unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP,

which requires management to make assumptions and estimates about future events and apply judgments that affect

the amounts of assets, liabilities, revenues and expenses reported on these unaudited condensed consolidated

financial statements and accompanying notes. The Company has continued to follow the accounting policies set

forth in the historical combined financial statements and accompanying notes included within the Company’s Form

10 filed with the SEC. Management’s assumptions, estimates and judgments are based on historical experience,

current trends and other factors that management believes to be reasonable under the circumstances.

On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to

ensure that these unaudited condensed consolidated financial statements are presented fairly and in accordance with

U.S. GAAP, and the Company revises its estimates, as appropriate, when events or changes in circumstances

indicate that revisions may be necessary. These unaudited condensed consolidated financial statements reflect, in the

opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to

fairly state, in all material respects, the financial position of the Company for the periods presented.

Significant accounting estimates reflected in these unaudited condensed consolidated financial statements

are used for, but are not limited to, accounting for the inventory excess and obsolescence reserves, revenue

recognition under the percentage of completion method, volume based rebates, contingent liabilities including

warranty, pension and other postretirement benefits, tax valuation allowances, uncertain tax positions, impairment of

goodwill and other intangible assets, asset retirement obligations, self-insurance reserves, litigation and other loss

contingencies, fair values of acquired assets and liabilities assumed under the acquisition method of accounting and

assumptions used for the allocation of general corporate expenses prior to the Spin-off. The Company also considers

the potential impacts of climate-related factors in developing the estimates and assumptions underlying the

accounting areas noted above.

Estimates and assumptions have been based on the available information and regulations in place as of

September 30, 2025. Although these assumptions and estimates are based on management’s knowledge of, and

experience with, past and current events, actual results could differ materially from these assumptions and estimates.

Fair value measurement

The carrying values of the Company’s Cash and cash equivalents and Short-term borrowings approximate

their fair values because of the short-term nature of these instruments. See Note 10 (Debt) for disclosures on the fair

value of Long-term debt.

Note 2. New accounting standards

Recently adopted accounting pronouncements

There were no material impacts from the adoption of new accounting standards for the nine months ended

September 30, 2025.

Recently issued accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740).

ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well

as additional information on income taxes paid. ASU 2023-09 is effective on a prospective basis for annual periods

beginning after December 15, 2024. The Company is currently evaluating the provisions of ASU 2023-09 and

expects to adopt the standard for the year ending December 31, 2025.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income -

Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Additionally, in

January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard is intended

to require more detailed disclosures about specified categories of expenses (including employee compensation,

depreciation and amortization) included in certain expense captions presented on the face of the statements of

operations. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15,

2026, and for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is

permitted. The amendments should be applied either prospectively to financial statements issued for reporting

periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the

financial statements. The Company is currently evaluating the new standard to determine the impact ASU 2024-03

may have on its financial statements and related disclosures, and expects to make additional disclosures upon

adoption.

Note 3. Revenues

The Company primarily earns revenue from the sale of Building Materials products and Building Envelope

products. Revenue is disaggregated by product line, which the Company believes best depicts how the nature,

amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

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

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

current portion of contract assets were$69 million,$30 million,$82 million and $24 million as of September 30,

2025, December 31, 2024, September 30, 2024 and December 31, 2023, respectively, and are included within

Prepaid expenses and other current assets on thecondensed consolidated balance sheets. The noncurrent portion of

contract assets were$68 million,$57 million,$32 million, and$32 million as of September 30, 2025, December 31,

2024, September 30, 2024 and December 31, 2023, respectively, and are included within Other noncurrent assets on

the condensed consolidated balance sheets.

Contract liabilities

Contract liabilities relate to payments received in advance of performance under a contract, primarily

related to extended service warranties in the Building Envelope segment. Contract liabilities are recognized as

revenue as (or when) the Company performs under the contract. Prior to the Spin-off, certain contract liability

balances were related-party in nature and are recorded in Due to related-party on the condensed consolidated balance

sheet as of December 31, 2024. The following table includes a summary of the change in contract liabilities:

The Company’s remaining performance obligations represent the transaction price allocated to performance

obligations that are unsatisfied or partially satisfied, consisting of deferred revenue. As of September 30, 2025, the

Company’s remaining performance obligations were$386 million. The Company expects to recognize$37 million

of the deferred revenue during the next twelve months, and the remaining$349 million thereafter.

Note 4. Acquisitions

The Company strategically acquires companies in order to increase its footprint and offer products that

diversify its existing offerings. Acquisitions of businesses are accounted for as business combinations using the

acquisition method in accordance with ASC Topic 805, Business Combinations. The results of acquired businesses

have been included in these unaudited condensed consolidated financial statements beginning on the acquisition

date.

The Company completed the following three acquisitions in the nine months ended September 30, 2025 for

total consideration of$98 million, net of cash acquired:

•Northstar Concrete, a provider of ready-mix and concrete finishing solutions in Alberta, Canada (August

•Langley Concrete, a provider of precast solutions and concrete pipes in British Columbia, Canada (May

•Jamaica Aggregates Limited, an aggregates producer with sand and stone quarries in Jamaica, which is a

joint venture that was previously accounted for as an equity method investment (January 2025)

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

financial information reflecting the effects of the acquisition for the three and nine months ended September 30,

2025 are not presented, as none of these business combinations, individually or in the aggregate, are material to the

Company’s results of operations for the period.

The total consideration and the fair values of identifiable assets acquired and liabilities assumed, including

immaterial measurement period adjustments related to these acquisitions were as follows:

Note 5. Accounts receivable, net

Accounts receivable, net were as follows:

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

Note 6. Inventories

Inventories were as follows:

Note 7. Property, plant and equipment, net

Property, plant and equipment, net was as follows:

Depreciation and depletion expense was$192 million and$189 million for the three months ended

September 30, 2025 and 2024, respectively, and$555 million and$542 million for the nine months ended

September 30, 2025 and 2024, respectively. Depreciation expense is recorded within Cost of revenues and Selling,

general and administrative expenses on the unaudited condensed consolidated statements of operations and depletion

expense is recorded within Cost of revenues on the unaudited condensed consolidated statements of operations.

The Company didnot record impairment chargesfor the three months ended September 30, 2025 and 2024.

Impairment charges related to assets no longer in service were$2 million for each of the nine months ended

September 30, 2025 and 2024. Asset impairments are included in Loss on impairments on the unaudited condensed

consolidated statements of operations.

The Company recorded gains on disposals of long-lived assets of$4 million and$43 million for the three

months ended September 30, 2025 and 2024, respectively, and$9 million and$49 million for the nine months ended

September 30, 2025 and 2024, respectively. The gains on disposalsfor the three and nine months ended September

30, 2024 included a gain of$31 million within the Building Materials segment related to a land expropriation

transaction.

Note 8. Goodwill and intangible assets, net

Goodwill

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

(1)Includes measurement period adjustments from prior year acquisitions.

No goodwill impairment triggering events were identified during thenine months ended September 30, 2025.

Intangible assets, net

Amortization of long-lived intangible assets was$36 million for each of the three months ended September

30, 2025 and 2024, and $105 million and$112 million for the nine months ended September 30, 2025 and 2024,

respectively, and is included within Cost of revenues and Selling, general and administrative expenses on the

unaudited condensed consolidated statements of operations. The Company doesnot have any indefinite-lived

intangible assets other than goodwill.

Note 9. Additional financial information

Prepaid expenses and other current assets consisted of the following:

Other noncurrent assets consisted of the following:

(1)Advanced payments to suppliers primarily includes prepayment made to Sublime Systems.

Other current liabilities consisted of the following:

(1)Other current liabilities primarily consist of property taxes, sales taxes and accrued expenses.

Other noncurrent liabilities consisted of the following:

(1)Other noncurrent liabilities primarily consist of standard warranty reserves, employee-related liabilities other than pensions and end of lease

costs.

Note 10. Debt

Long-term debt consisted of the following:

Debt is reported on the condensed consolidated balance sheets at par value adjusted for unamortized

discount or premium and unamortized issuance costs. The fair value of the Company’s long-term debt as of

September 30, 2025 was$5,044 million, which is comprised of the fair value of unsecured notes of$4,987 million

and other long-term debt of$57 million. The fair value of the unsecured notes is based on listed market prices and

was categorized as Level 1 in the fair value hierarchy. The fair value of the Company’s other long-term debt

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

The Company recognized interest expense related to third-party debt of$79 million and$11 million for the

three months ended September 30, 2025 and 2024, respectively, and$144 million and$32 million for the nine

months ended September 30, 2025 and 2024, respectively. Debt issuance costs amortized to Interest expense, net on

the unaudited condensed consolidated statements of operations were immaterialfor the three and nine months ended

September 30, 2025 and 2024. Third-party interest income was$6 million and$2 million for the three months ended

September 30, 2025 and 2024, respectively, and$30 million and$12 million for the nine months ended September

30, 2025 and 2024, respectively. Refer to Note 18 (Related party) for interest income on amounts contributed to the

cash pooling program prior to the Spin-off.

Bond exchange

On May 19, 2025, Amrize Finance US LLC (“FinanceCo”), a wholly owned subsidiary of the Company,

launched debt-for-debt exchange offers pursuant to which it offered to exchange, on a par-for-par basis, (i)3.500%

guaranteed notes due 2026 issued by FinanceCo, with an aggregate outstanding principal amount of$400 million,

(ii)4.750% guaranteed notes due 2046 issued by FinanceCo, with an aggregate outstanding principal amount of

$590 million, (iii)7.125% notes due 2036 issued by a subsidiary of Parent, with an aggregate outstanding principal

amount of$483 million, (iv)4.200% notes due 2033 issued by a subsidiary of Parent, with an aggregate outstanding

principal amount of$50 million, (v)6.875% guaranteed notes due 2039 issued by a subsidiary of Parent, with an

aggregate outstanding principal amount of$250 million and (vi)6.500% notes due 2043 issued by a subsidiary of

Parent, with an aggregate outstanding principal amount of$250 million (collectively, the “Original Exchange

Notes”) for new senior debt securities (the “New Exchange Notes”) of a corresponding series with the same interest

rate, interest payment dates, maturity date and optional redemption features. The New Exchange Notes are

guaranteed by the Company. The debt-for-debt exchange offers were completed on June 18, 2025 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 Parent, resulting in the issuance of$1,805 million of New

Exchange Notes. For accounting purposes, the debt-for-debt exchange offers were treated as debt modifications

resulting in a portion of the unamortized debt discount and premiums of the Original Exchange Notes being

attributed to the New Exchange Notes at Parent’s carryover basis on the settlement date of the exchange offers.

FinanceCo and the Company also assumed the rights and obligations (as the new issuer and guarantor,

respectively) of$50 million of bonds due in 2031, originally issued by a subsidiary of Parent in a private placement

transaction.

Senior unsecured notes

On April 7, 2025, FinanceCo completed a$3.4 billion bond offering pursuant to an indenture agreement in

four tranches consisting of the following:$700 million 2-year senior notes priced at a fixed coupon of 4.600%

maturing in 2027,$700 million 3-year senior notes priced at a fixed coupon of 4.700% maturing in 2028,$1.0

billion 5-year senior notes priced at a fixed coupon of 4.950% maturing in 2030 and$1.0 billion 10-year senior

notes priced at a fixed coupon of 5.400% maturing in 2035 (collectively, the “Notes”). The net proceeds to the

Company from the Notes offering was$3,381 million after deductions for fees of$6 million anddiscounts and

related debt issuance costs of$13 million. The Notes were initially fully and unconditionally guaranteed on a senior

unsecured basis by Parent until completion of the Spin-off. Following the completion of the transfer of shares of

Amrize North America Inc. (including all the shares of its direct and indirect subsidiaries and, thereby, the shares of

FinanceCo) by Parent to the Company on May 15, 2025, the Notes are fully and unconditionally guaranteed on a

senior unsecured basis by the Company. Therefore, for a limited period, both the Company and Parent guaranteed

the Notes before Parent’s guarantee was automatically terminated and released upon the completion of the Spin-off.

The Company used the proceeds from the offering of the Notes to repay certain related-party notes with Parent.

Unsecured notes

On September 22, 2016, FinanceCo issued unsecured notes intwo series, each of which was guaranteed by

Parent prior to the Spin-off. The first series has a principal amount of$400 million with interest of 3.500% and a

maturity date of September 22, 2026. The second series has a remaining principal amount of$590 million with

interest of 4.750% and a maturity date of September 22, 2046. As described above, on June 18, 2025 holders of the

notes subject to the debt-for-debt exchange tendered$880 million of unsecured notes.

Bank credit

On May 15, 2025, the Company established a commercial paper program for the issuance of short-term

promissory notes with a maximum aggregate principal amount of$2.0 billion outstanding at any time (“Commercial

Paper Program”). The Commercial Paper Program provides for private placements in the United States under

Section 4(a)(2) of the Securities Act. The short-term promissory notes issued under the Commercial Paper Program

will be unsecured notes ranking at least pari passu with all of our other senior unsecured indebtedness. These short-

term promissory notes are anticipated to be offered at par less a discount representing an interest factor or, if interest

bearing, at par. The Commercial Paper Program contains representations and warranties, covenants and events of

default that are customary for this type of financing. On June 10, 2025, the Company began issuing short-term

promissory notes under the Commercial Paper Program. As of September 30, 2025, the Company has $547 million

notes outstanding, with a weighted average interest rate of 4.449%, included within Short-term borrowings on the

condensed consolidated balance sheets.

On March 24, 2025, the Company entered into a 5-year committed, senior unsecured revolving credit

facility that may be used for general corporate purposes (the “Revolving Credit Facility”) with commitments of$2

billion. Interest is payable on the loans under the Revolving Credit Facility at a rate per annum equal to: (i) for

revolving loans in U.S. dollars, either (A) a base rate defined as a rate per annum equal to the greatest of (x) the

prime rate then in effect, (y) the greater of the federal funds rate and the overnight bank funding rate then in effect,

in each case, as determined by the Federal Reserve Bank, plus 0.500% per annum, and (z) term SOFR rate

determined on the basis of a one-month interest period, plus 1.000% (thegreatest of (x), (y) and (z), the“Base

Rate”) or (B) the forward-looking SOFR term rate published by CME Group Benchmark Administration Limited

subject to a floor ofzero (“Term SOFR”) and (ii) for revolving loans in Canadian dollars, the forward-looking

CORRA term rate published by Candeal Benchmark Administration Services Inc., TSX Inc. or a successor

administrator, subject to a floor ofzero, plus, in each case(i) or (ii), an applicable margin based on the Company’s

credit rating. There wereno outstanding balances as of September 30, 2025.

On March 24, 2025, the Company entered into a bridge credit agreement providing for a 364-day

committed, senior unsecured bridge loan (the “Bridge Loan”) with commitments of$5.1 billion. On April 8, 2025,

the Company provided notice of the Notes offering to the administrative agent of the Bridge Loan, thereby reducing

commitments available under the Bridge Loan to$1.7 billion due to the fact that the Company received net cash

proceeds of$3.4 billion from the Notes offering. 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.

The Company has$60 million available in short-term lines of credit expiring December 31, 2025, payable

on demand. During thenine months ended September 30, 2025 and the year ended December 31, 2024, the

Company drew down from these credit lines, all of which were repaid within two business days. There wereno

outstanding balances as of September 30, 2025 and December 31, 2024.

The Company has 40 million Canadian dollars available in short-term lines of credit, payable on demand.

There wereno outstanding balances against these lines of credit as of September 30, 2025 and December 31, 2024.

As of September 30, 2025 and December 31, 2024, the Company had unutilized non-trade standby letters

of credit of$134 million and$213 million, respectively.

The Company also had intercompany debt arrangements with Parent prior to the Spin-off. See Note 18

(Related party) for additional detail.

Covenants

Certain debt instruments contain restrictive covenants, including a financial covenant that requires the

Company to maintain a net leverage ratio of no more than 3.75 to 1, tested at the end of each fiscal quarter. As of

September 30, 2025, the Company was in compliance with the financial covenants of its debt agreements.

Note 11. Leases

The Company has significant operating and finance leases, including buildings and installations, land,

machinery and equipment, furniture and fixtures, land fleet equipment, and rail fleet equipment located within the

United States and Canada.

Balance sheet information related to leases was as follows:

Finance lease right-of-use assets, net are included as a component of Property, plant and equipment, net on

thecondensed consolidated balance sheets. The current portion of finance lease liabilities are included within Other

current liabilities, and the noncurrent portion of finance lease liabilities are included within Other noncurrent

liabilities on thecondensed consolidated balance sheets.

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

consolidated statements of operations:

Note 12. Asset retirement obligations

Asset retirement obligation costs related to accretion of the Company’s liabilities and depreciation of the

related assets were as follows:

As of September 30, 2025 and December 31, 2024, the current portion of the Company’s liability for asset

retirement obligations, which is included within Other current liabilities on the condensed consolidated balance

sheets, was$34 million and$27 million, respectively, and the noncurrent portion of the Company’s liability for asset

retirement obligations, which is included in Other noncurrent liabilities on thecondensed consolidated balance

sheets, was$235 million and$242 million, respectively. The following is a reconciliation of asset retirement

obligations:

Note 13. Income taxes

Income tax provision

Prior to the Spin-off, income tax expense and income tax balances were calculated using the separate tax

return method. The separate tax return method applies the accounting guidance for income taxes to the stand-alone

financial statements as if the Company were a separate taxpayer and a stand-alone enterprise. U.S. and Canadian

operations, which represent the majority of the Company’s operations, were not included in Parent’s tax filings prior

to the Spin-off, and there has been no substantive change in the tax filing profile for those jurisdictions. The

Company’s Swiss operations were included in Parent’s Swiss legal structure and tax filings prior to the Spin-off.

Post Spin-off, the income tax provisions are calculated based on the Company’s operating footprint, as well

as tax return elections and assertions. Given that prior to the Spin-off the Company’s U.S. and Canadian operations

were not included in Parent’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 Parent’s tax filings prior to the Spin-off, will be reflected in separate Swiss

tax returns filed by the Company beginning on the date of the Spin-off. Tax liabilities as of September 30, 2025 are

reported within thecondensed consolidated balance sheet based upon estimated amounts due to tax authorities for

which the Company is the primary obligor.

The Company’s tax provision for the interim period is calculated using an estimated annual effective tax

rate based on the expected full-year results which is applied to ordinary year-to-date income. The tax provision is

adjusted for discrete items that occur in the period to arrive at the total tax expense.

The calculation of the Company’s income tax expense is set forth below:

The Company’s estimated annual effective tax rate is based on full-year expectations of pretax earnings,

statutory tax rates and permanent differences between book and tax accounting.

Effective January 1, 2024, the Company is subject to the 15% minimum tax rate provisions of the

Organization for Economic Co-operation and Development Pillar Two framework enacted into law in both

Switzerland and Canada, jurisdictions in which the Company operates. Estimated Pillar Two taxes of$2 million and

$3 million have been included in the calculation of the Company’s effective tax ratefor the three months ended

September 30, 2025 and 2024, respectively, and$6 million and$8 million have been included in the calculation of

the Company’s effective tax ratefor the nine months ended September 30, 2025 and 2024, respectively.

The change in the effective tax rate compared to the U.S. federal statutory tax rate of 21% for the three and

nine months ended September 30, 2025 and 2024 was primarily attributable to the jurisdictional mix of pre-tax

income, changes in uncertain tax positions, Pillar Two tax and prior year accrual adjustments.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law, which reinstates several

favorable tax provisions effective in 2025. The tax effects of the OBBBA have been recognized in the period of

enactment and did not have a material impact on our effective tax rate forthe period ended September 30, 2025.

Note 14. Segment information

The Company is organized intotwo reportable segments — Building Materials and Building Envelope —

that are aligned with the products and services it provides and based upon the information used by the CODM in

evaluating the performance of the business and allocating resources and capital. The Building Materials segment

offers a range of branded solutions delivering high-quality products for a wide range of applications. These include

cement and aggregates, as well as a variety of downstream products and solutions such as ready-mix concrete,

asphalt and other construction materials. The Building Envelope segment offers advanced roofing and wall systems,

including single-ply membranes, insulation, shingles, sheathing, waterproofing and protective coatings, along with

adhesives, tapes and sealants that are critical to the application of roofing and wall systems.

The Company determines its operating segments based on the discrete financial information that is

regularly evaluated by its CODM in deciding how to allocate resources and in assessing performance. In connection

with the Spin-off, the CODM was determined to be the Company’s CEO as he is responsible for allocating resources

and assessing performance. The discrete financial information regularly evaluated by the CODM and operating

segment conclusions are consistent prior to and following the completion of the Spin-off. For both segments, the

CODM uses Segment Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) in the

financial planning and resource allocation process. The CODM considers Segment Adjusted EBITDA on a monthly

basis to evaluate the performance of each segment and make decisions about allocating resources to each segment.

Segment Adjusted EBITDA excludes the impact of Depreciation, depletion, accretion and amortization, Loss on

impairments, unallocated corporate costs, acquisition and integration costs, certain litigation related costs, Spin-off

and separation-related costs, restructuring and other costs and Other non-operating (expense) income, net. The

accounting policies applicable to each segment are consistent with those used on these unaudited condensed

consolidated financial statements.

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

table. Certain totals presented below may not agree with the line items on the unaudited condensed consolidated

statements of operations primarily due to (a) depreciation, depletion, accretion and amortization and (b) unallocated

corporate costs.

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

(2)Acquisition and integration costs primarily include certain warranty charges related to a pre-acquisition manufacturing issue.

(3)Spin-off and separation-related costs notably include rebranding costs.

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

(1)Capital expendituresfor the three and nine months ended September 30, 2025 and 2024 exclude noncash transactions for capital

expenditure-related accounts payable.

The Company’s assets by segment were as follows:

(1)Segment assets are comprised of Accounts receivable, net, Inventories, Property, plant and equipment, net, Goodwill, Intangible assets, net

and Operating lease right-of-use assets, net.

Note 15. Pension and other postretirement benefits

The Company sponsors defined benefit pension plans, other postretirement benefit plans and defined

contribution plans in which only employees, retirees and former employees of the Company participate. The

Company’s employees also participate in certain union-sponsored multiemployer pension plans to which the

Company contributes along with other employers. The majority of the defined benefit pension plans are closed to

new entrants and frozen to future accruals. The Company presents the service cost component of Net periodic

pension benefit cost within Cost of revenues and Selling, general and administrative expenses on the unaudited

condensed consolidated statements of operations. The other components of Net periodic pension benefit cost are

reported within Other non-operating income, net on the unaudited condensed consolidated statements of operations.

In connection with the completion of the Spin-off, effective June 1, 2025 and June 20, 2025, Parent

transferred to the Company certain Swiss employees who historically operated within specific corporate functions of

Parent. The impact was a transfer of total pension plan assets of$55 million and total pension plan obligations of

$53 million associated with these Swiss employees. The incremental costs related to the pension plan transfer were

immaterial to these unaudited condensed consolidated financial statements. These employees were covered under

the Holcim Pension Fund (“HPF”) and Holcim Supplementary Pension Fund (“HSPF”), which are pension plans

sponsored by Parent. The funded status associated with these employees under the HPF and HSPF was not reflected

on the combined balance sheet as of December 31, 2024. Following the completion of the Spin-off, the accumulated

asset balances associated with these employees will remain in the HPF and HSPF under an affiliation agreement.

However, under Swiss law, any employees transferred must transfer their accumulated asset balances to their new

employer, and the new employer becomes responsible for the pension obligations associated with the accumulated

asset balances. The incremental net pension plan assets are reported within Other noncurrent assets on thecondensed

consolidated balance sheet as of September 30, 2025.

Defined benefit pension plans

The following table summarizes, with respect to defined benefit pension plans, the components of Net

periodic pension benefit cost:

Other postretirement benefit plans

The following table summarizes, with respect to other postretirement benefit plans, the components of Net

periodic pension benefit cost:

Defined contribution plans

In addition to the defined benefit pension plans and other postretirement benefit plans, the Company

sponsors various defined contribution plans for U.S. and Canadian employees. Expense recognized with the defined

contribution plans totaled$21 million and$20 million for the three months ended September 30, 2025 and 2024,

respectively, and$69 million and$63 million for the nine months ended September 30, 2025 and 2024, respectively,

and is included within Cost of revenues and Selling, general and administrative expenses on the unaudited

condensed consolidated statements of operations.

Union-sponsored multiemployer pension plans

The Company participates in and contributes to various union-sponsored multiemployer pension plans for

U.S. and Canadian employees. The risks of participating in multiemployer pension plans differ from single employer

plans as follows:

●Assets contributed to a multiemployer pension plan by one employer may be used to provide benefits to

employees of other participating employers;

●If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be

borne by the remaining participating employers; and

●If the Company chooses to stop participating in one or more of the multiemployer pension plans to which it

contributes, the Company may be required to pay those plans an amount based on the underfunded status of

the plan, referred to as a withdrawal liability.

None of the union-sponsored multiemployer pension plans in which the Company participates are

individually significant. Total contributions to union-sponsored multiemployer pension plans were$10 million and

$9 million for the three months ended September 30, 2025 and 2024, respectively, and$27 million and$26 million

for the nine months ended September 30, 2025 and 2024, respectively.

Note 16. Accumulated other comprehensive loss

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

as follows:

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

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

affect earnings.

Note 17. Commitments and contingencies

Commitments

In the ordinary course of business, the Company enters into purchase commitments for goods and services

including various products and capital expenditures for property, plant and equipment. The Company had purchase

commitments for capital expenditures of$222 million and other contractual commitments for products and

intangibles of$683 million as of September 30, 2025.

Contingencies

In the ordinary course of conducting its business activities, the Company is involved in judicial,

administrative and regulatory investigations and proceedings, as well as lawsuits and claims of various natures,

involving both private parties and governmental authorities, relating to product liability, general and commercial

liability, competition, environmental, employment, health and safety and other matters. These claims and

proceedings include insured, self-insured, and uninsured matters that are brought on an individual, collective,

representative and class-action basis.

The Company records a liability for contingencies when the occurrence of a loss is probable and the

amount can be reasonably estimated, and records legal fees as incurred. If a range of amounts can be reasonably

estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range

is accrued. The Company does not accrue liabilities when the likelihood that the liability has been incurred is

probable but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably

possible or remote. For contingencies where an unfavorable outcome is probable or reasonably possible and which

are material, the Company discloses the nature of the contingency and, where an estimate can reasonably be made,

an estimate of the possible loss. Accruals are based on the best information available, but in certain situations,

management is unable to estimate an amount or range of a reasonably possible loss, including, but not limited to,

when: (1) the damages are indeterminate, (2) the proceedings are in the early stages, (3) numerous parties are

involved, or (4) the matter involves novel or unsettled legal theories.

The aggregate range of reasonably possible losses in excess of accrued liabilities, if any, associated with

these unresolved legal actions is not material. In some cases, the Company cannot reasonably estimate a range of

loss because there is insufficient information regarding the matter. Although it is not possible to predict with

certainty the outcome of these unresolved legal actions, the Company believes that these actions will not

individually or in the aggregate have a material adverse effect on our consolidated results of operations, financial

position or liquidity. In the third quarter of 2025, the Company accrued nonrecurring legal costs of approximately

$40 million, consisting primarily of litigation and settlement costs that were mainly paid in the fourth quarter of

Warranties

The Company provides standard warranties on many of its products within the Building Envelope segment.

The liability for standard warranty programs is included in Other current liabilities and Other noncurrent liabilities.

The change in the standard warranty liabilityfor the nine months ended September 30, 2025 and 2024 is as follows:

The Company increased the standard pre-existing warranty accrual for the Building Envelope segment by

$4 million and$40 million for the three months ended September 30, 2025 and 2024, respectively, and$23 million

and$52 million for the nine months ended September 30, 2025 and 2024, respectively, which was recorded in Cost

of revenues on theunaudited condensed consolidated statements of operations, notably attributed to a pre-

acquisition manufacturing issue. The increase in the pre-existing accrual associated with the Company’s standard

warranty program was influenced by important factors such as the long-tail line of coverage, persistent claims

experience, and relatively immature claims history.

Environmental matters

The Company’s operations are subject to and affected by federal, state, provincial and local laws and

regulations relating to, among other things, environmental matters (including climate change and greenhouse gas

emissions), health and safety matters (including related to the use of hazardous materials) and other regulatory

matters. Environmental operating permits, which are subject to modification, renewal and revocation, may be

required for the Company’s operations. The Company monitors and reviews its operations, procedures and policies

for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is

inherent in the operation of the Company’s business, as it is with other companies engaged in similar businesses, and

there can be no assurance that environmental liabilities or noncompliance will not have a material adverse effect on

the Company’s financial condition, results of operations or liquidity.

The Company accrued environmental remediation obligations of$65 million and$64 million for cleanup,

restoration and ongoing maintenance and monitoring requirements as of September 30, 2025 and December 31,

2024, respectively, which are included in Other current liabilities and Other noncurrent liabilities on thecondensed

consolidated balance sheets.

Off balance sheet arrangements

Periodically, the Company enters into off balance sheet commitments, including surety bonds and letters of

credit, to fulfill certain obligations related to specific projects, insurance and site restoration. As of September 30,

2025 and December 31, 2024, the Company had outstanding commitments amounting to$788 million and$809

million, respectively. Historically, no material claims have been made against these financial instruments. The

Company did not have any other off balance sheet arrangements as of September 30, 2025 and December 31, 2024.

Self-insurance reserves

The Company’s wholly-owned captive insurance company, Mountain Prairie Insurance Company

(“MPIC”), which is subject to applicable insurance rules and regulations, is the primary insurer for the Company’s

exposure related to workers’ compensation, general liability, property, product liability and automobile liability.

Additionally, the Company maintains a self-insurance reserve for health insurance programs offered to eligible

employees. The Company purchases excess coverage from unrelated insurance carriers and obtains third-party

coverage for other forms of insurance.

MPIC establishes a reserve for estimated losses on reported claims and those incurred but not yet reported

utilizing actuarial projections and historical trends. The reserves are classified within Other current liabilities or

Other noncurrent liabilities on thecondensed consolidated balance sheets based on projections of when the

estimated loss will be paid. The estimates that are utilized to record potential losses on claims are inherently

subjective, and actual claims could differ from amounts recorded, which could result in an increase or decrease of

expense in future periods.

Self-insurance reserves, excluding certain amounts recorded in Accounts payable, were$129 million and

$89 million as of September 30, 2025 and December 31, 2024, respectively.

Note 18. Related party

Pursuant to the Spin-off, Parent ceased to be a related party to the Company and accordingly, no related

party transactions or balances have been reported subsequent to the Separation and Distribution Date. In connection

with the Spin-off, the Company entered into a number of agreements with Parent to govern the Spin-off and provide

a frameworkfor the relationship between the parties going forward, including, but not limited to the following:

•Separation and Distribution Agreement- sets forth the principal actions to be taken in connection with the

Spin-off, including the transfer of assets and assumption of liabilities, and establishes certain rights and

obligations between the Company and Parent following the Spin-off, including procedures with respect to

claims subject to indemnification and related matters.

•Transition Services Agreement- governs all matters relating to the provision of services between the

Company and Parent on a transitional basis. The services the Company receives primarily include support

for information technology-related functions. The transition services generally commenced on the date of

Spin-off and are expected to be completed over a period ofone year, but no longer thantwo years after the

Spin-off.

•Tax Matters Agreement- governs the respective rights, responsibilities, and obligations between the

Company and Parent with respect to all tax matters, in addition to certain restrictions which generally

prohibit the Company from taking or failing to take any action for periods of varying length, fromtwo

years to as long asfive years, following the Spin-off that would prevent the Spin-off from qualifying as tax-

free for U.S. federal income tax purposes, including limitations on the Company’s ability to pursue certain

strategic transactions. The allocation of liabilities for payroll taxes and reporting and other employee tax

matters is covered by the Employee Matters Agreement and the allocation of liabilities for all other taxes is

covered by the Tax Matters Agreement.

The financial statement impact of these agreements was immaterial as of September 30, 2025 and for the

three and nine months ended September 30, 2025.

The following discussion summarizes activity between the Company and Parent that occurred prior to the

completion of the Spin-off.

Related-party transactions

The Company and Parent have historically had intercompany activity, resulting in revenues and expenses

for both parties prior to the Spin-off. Transactions between the Company and other businesses of Parent were

considered related-party transactions. Revenues for products and services provided to Parent by the Company were

$12 million for the three months ended September 30, 2024, and$33 million and$58 million for the nine months

ended September 30, 2025 and 2024, respectively. The costs incurred by the Company related to products and

services purchased from Parent were$54 million for the three months ended September 30, 2024, and$69 million

and$167 million for the nine months ended September 30, 2025 and 2024, respectively, and are contained within

Cost of revenues on the unaudited condensed consolidated statements of operations. The Company also generated

revenues from its equity method investees of$5 million and$6 million for the three months ended September 30,

2025 and 2024, respectively, and$11 million and$12 million for the nine months ended September 30, 2025 and

2024, respectively.

Certain related-party transactions between the Company and Parent have been included in these unaudited

condensed consolidated financial statements prior to the Spin-off. Trade receivables and payables, as well as non-

trade receivables and payables, between the Company and Parent are cash settled and are presented within Accounts

receivable and Accounts payable on thecondensed consolidated balance sheets. These amounts were previously

presented as Due from related-party and Due to related-party, respectively. The net effect of the settlement of these

intercompany transactions is reflected within Cash flows from operating activities on the unaudited condensed

consolidated statements of cash flows. As of December 31, 2024, trade receivables from Parent were$21 million,

non-trade receivables from Parent were$37 million, trade payables due to Parent were$8 million and non-trade

payables due to Parent were$3 million.

Allocation of corporate expenses

The unaudited condensed consolidated statements of operations include expense allocations for certain

corporate, infrastructure and other shared services that were provided by Parent on a centralized basis, including but

not limited to accounting and financial reporting, treasury, tax, legal, human resources, information technology,

insurance, employee benefits and other shared services that are either specifically identifiable or directly attributable

to the Company, prior to the Spin-off. These expenses had been allocated to the Company on the basis of direct

usage when specifically identifiable, with the remainder predominantly allocated on a pro rata basis using revenues.

The Company’s management considers this allocation to be a reasonable reflection of the utilization of services

provided or the benefit received by the Company during the periods presented prior to the Spin-off. However, these

expense allocations may not be indicative of the actual expenses that would have been incurred had the Company

been a standalone company during the periods presented, and they may not reflect what the Company’s results of

operations may be in the future.

All such amounts have been deemed to have been incurred and settled by the Company in the period in

which the costs were recorded and are included within Net parent investment on the condensed consolidated balance

sheet prior to the Spin-off.

Allocations for management costs and corporate support services provided to the Company prior to the

Spin-off were as follows:

Cash management and financing

Prior to the Spin-off, a majority of the Company’s subsidiaries participated in Parent’s centralized cash

management and financing function. While the Company maintained bank accounts in the name of its respective

legal entities in order to conduct day-to-day business, cash was managed centrally as part of the overall treasury

function and Parent oversaw a cash pooling program whereby cash was swept from any subsidiary accounts,

including the Company’s accounts, on a daily basis. This mechanism optimized cash management and was used to

ensure all of Parent’s businesses had the working capital needed to run their day-to-day activities.

Depending on the Company’s contributions and withdrawals to and from the cash pool, it was either in a

net lending or borrowing position. No maturity dates nor payment schedules were outlined in the agreements

governing the cash pooling program and there was no periodic cash settlement as part of the cash pooling program.

As of December 31, 2024, the Company had outstanding receivables related to amounts provided to Parent’s

centralized cash management and financing function of$532 million, which is included in Related-party notes

receivable on thecondensed consolidated balance sheet. The balance was settled prior to the Spin-off. The Company

paid interest expense of less than$1 million for the three months ended September 30, 2024, and less than$1

million and$1 million for the nine months ended September 30, 2025 and 2024, respectively, on borrowings from

Parent’s centralized cash management and financing function. The Company received interest income of$4 million

for thethree months ended September 30, 2024, and$12 million and$9 million for the nine months ended

September 30, 2025 and 2024, respectively, on amounts contributed to the cash pooling program.

Related-party notes payable

The Company had short-term and long-term borrowing arrangements with Parent prior to the Spin-off.

These borrowings have been included in both current and noncurrent liabilities within Related-party notes payable

on the condensed consolidated balance sheet.

The borrowing arrangements with Parent were primarily for working capital needs and for financing certain

acquisitions and had an aggregate principal balance of$7,645 million and$7,647 million as of June 22, 2025 and

December 31, 2024, respectively. Prior to the Spin-off, the Company settled$5,646 million of related-party notes

payable, with the remaining$1,999 million contributed by Parent to the Company as equity. The Company

recognized interest expense from related-party notes payable of$115 million for thethree months ended September

30, 2024, and$183 million and$342 million for the nine months ended September 30, 2025 and 2024, respectively.

As of December 31, 2024, interest payable to Parent was$78 million related to related-party notes payable.

Net parent investment

As a result of the Spin-off, Net parent investment in thecondensed consolidated balance sheets was fully

settled on the Separation and Distribution Date.

Prior to the Spin-off, Net parent investment in thecondensed consolidated balance sheets and unaudited

condensed consolidated statements of equity represented Parent’s historical investment in the Company, the net

effect of transactions with Parent and allocations from Parent, and the Company’s accumulated earnings. Net

transfers to Parent are included within Net parent investment. During thethree months ended September 30, 2025,

certain Spin-off-related adjustments were recorded to reflect transfers from Parent and settlement of Spin-off

transactions with Parent, which resulted in a net increase to total equity of$2,027 million. These items substantially

consisted of the completion of the bond exchange as described in Note 10 (Debt) and the settlement of intercompany

debt as described above. The components of Net transfers to Parent on the unaudited condensed consolidated

statements of cash flows and the reconciliation to the corresponding amounts presented within the unaudited

condensed consolidated statements of equity, which includes certain non-cash elements, were as follows:

(1)Net transfers to Parent as reflected on the unaudited condensed consolidated statements of cash flows includes general financing activities

and allocation of Parent’s corporate expenses.

(2)Other non-cash activities with Parent, net primarily consist of the net contribution from Parent from the completion of the bond exchange as

described in Note 10 (Debt) for thenine months ended September 30, 2025 and income taxes paid by Parent for thenine months ended

September 30, 2024.

Note 19. Supplemental cash flow information

Cash expenditures were as follows:

Non-cash investing and financing transactions were as follows:

Note 20. Earnings per share and shareholders’ equity

Basic earnings per share is computed by dividing net income attributable to the Company by the weighted-

average number of shares outstanding during the applicable period. Diluted earnings per share is computed by

dividing net income attributable to the Company by the total of the weighted-average number of shares outstanding

during the applicable period, plus the effect of dilutive securities. The computation of diluted earnings per share

excludes the effect of the potential exercise of share-based awards, when the effect of the potential exercise would

be antidilutive.

On the Separation and Distribution Date, the Company distributed 553,082,069 shares to Parent

shareholders in connection with the Spin-off. This amount is based on 566,875,513 Parent shares outstanding at the

Separation and Distribution Date. The 13,793,444 shares not distributed to Parent shareholders are held by the

Company as treasury stock. The treasury stock was contributed for no consideration and is recorded on the balance

sheet with no cost basis. The calculation for basic and diluted earnings per share for any period presented prior to the

Spin-off were based on the number of shares outstanding on the Separation and Distribution Date and have been

retrospectively presented. For periods prior to the Spin-off, it is assumed that there are no dilutive equity instruments

as there were no Company share-based awards outstanding at the time.

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

2025 and 2024 was as follows:

Note 21. Share-based compensation

Prior to the Spin-off, key employees of the Company participated in Parent’s share-based compensation

plans. All awards granted under these plans were based on Parent’s ordinary shares. Prior to the Spin-off, share-

based compensation expense was allocated to the Company based upon the portion of the Parent’s share-based

compensation plans in which the Company employees participated.

At the time of the Spin-off, each outstanding Parent performance stock option, performance share unit, and

restricted share unit held by a Company employee were converted into Company awards using a formula designed

to preserve the intrinsic value of the awards immediately prior to and subsequent to the Spin-off. The converted

awards will continue to vest over the original vesting period, which is generally three years from the grant date for

performance share units and restricted share units, andfive years from the grant date for performance stock options.

The incremental compensation expense related to the conversion of the share-based awards was immaterial to the

financial statements.

Effective June 23, 2025, the Company established the Amrize Ltd 2025 Omnibus Incentive Plan (“2025

Plan”). A total of 25,500,000 shares are authorized for issuance under the 2025 Plan. The 2025 Plan provides for the

grant of share options (including Incentive Stock Options and nonqualified stock options), Restricted Stock Units

(“RSUs”), Performance Share Units (“PSUs”), andother share-based awards.

During the third quarter of 2025, the Company granted RSUs representing 82,261 ordinary shares of the

Company. Each RSU entitles the recipient to receiveone share of common stock upon vesting. These RSUs cliff

vest on specified dates. During the third quarter of 2025, the Company granted PSUs representing 656,544 ordinary

shares of the Company at target performance levels. These PSUs cliff vest in March 2028. The number of ordinary

shares of PSUs to be received upon vesting will be determined based on the relative achievement ofperformance

metrics. PSUs are based on internal financial performance metrics or total shareholder return relative to a peer

group.

The fair value of RSUs and PSUs based on internal financial performance metrics is determined using the

closing price of the Company’s Common Stock at grant date. For PSUs that include a market condition, the

Company measures the fair value using a Monte Carlo simulation.

Compensation expense is recognized over the vesting period for time-based awards. For PSUs based on

total shareholder return, compensation expense is recognized whether or not the market condition is attained, as long

as the service condition is met. For PSUs based on internal financial performance metrics, compensation expense is

recognized over the service period only if it is probable that the performance condition will be achieved. The

Company reassesses the probability of vesting at each reporting period and adjusts the compensation expense based

on its probability assessment. We have elected to recognize forfeitures as an adjustment to compensation expense in

the same period as the forfeitures occur. Expense is recorded in Cost of revenues and Selling, general and

administrative expenses, as incurred.

Total share-based compensation expense for the three and nine months ended September 30, 2025 and 2024

and the respective incometax benefit recognized was immaterial to these unaudited condensed consolidated

financial statements.

Note 22. Subsequent events

The Company has evaluated subsequent events occurring through to the date the unaudited condensed

consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent

events that would have required adjustment or disclosure in the unaudited condensed consolidated financial

statements except as disclosed in the notes elsewhere.

Item 2. Management’s Discussion and Analysis of Financial Condition and