QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
6300 | |||||
(Address of Principal Executive Offices) | (Zip Code) | ||||
Title of each class | Trading symbols(s) | Name of exchange on which registered |
Ordinary Shares, par value $0.01 per share |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |
☒ | Smaller reporting company | |||
Emerging growth company |
For the three months ended June 30, | For the six months ended June 30, | ||||||||
2025 | 2024 | 2025 | 2024 | ||||||
Revenues | $ | $ | $ | $ | |||||
Cost of revenues | ( | ( | ( | ( | |||||
Gross profit | |||||||||
Selling, general and administrative expenses | ( | ( | ( | ( | |||||
Gain on disposal of long-lived assets | |||||||||
Loss on impairments | ( | ( | ( | ( | |||||
Operating income | |||||||||
Interest expense, net | ( | ( | ( | ( | |||||
Other non-operating income, net | |||||||||
Income before income tax expense and income from equity method investments | |||||||||
Income tax expense | ( | ( | ( | ( | |||||
Income from equity method investments | |||||||||
Net income | |||||||||
Net loss attributable to noncontrolling interests | |||||||||
Net income attributable to the Company | $ | $ | $ | $ | |||||
Earnings per share attributable to the Company: | |||||||||
Basic | $ | $ | $ | $ | |||||
Diluted | $ | $ | $ | $ | |||||
Weighted-average number of shares outstanding: | |||||||||
Basic | |||||||||
Diluted | |||||||||
For the three months ended June 30, | For the six months ended June 30, | ||||||||
2025 | 2024 | 2025 | 2024 | ||||||
Comprehensive income: | |||||||||
Net income | $ | $ | $ | $ | |||||
Other comprehensive income (loss), net of tax: | |||||||||
Foreign currency translation | ( | ( | |||||||
Net change in fair value of cash flow hedges, net of tax benefit (expense) of $( months ended June 30, 2025 and 2024, and $( and $ 2024, respectively | |||||||||
Actuarial (losses) gains and prior service (costs) credits for defined benefit pension plans and other postretirement benefit plans, net of tax expense of less than $ months ended June 30, 2025 and 2024 | ( | ( | |||||||
Total other comprehensive income (loss), net of tax | ( | ( | |||||||
Total comprehensive income | $ | $ | $ | $ | |||||
Comprehensive loss attributable to noncontrolling interests | |||||||||
Comprehensive income attributable to the Company | $ | $ | $ | $ | |||||
As of | As of | |||
June 30, 2025 | December 31, 2024 | |||
Assets | ||||
Current Assets: | ||||
Cash and cash equivalents | $ | $ | ||
Accounts receivable, net | ||||
Due from related-party | ||||
Inventories | ||||
Related-party notes receivable | ||||
Prepaid expenses and other current assets | ||||
Total current assets | ||||
Property, plant and equipment, net | ||||
Goodwill | ||||
Intangible assets, net | ||||
Operating lease right-of-use assets, net | ||||
Other noncurrent assets | ||||
Total Assets | $ | $ | ||
Liabilities and Equity | ||||
Current Liabilities: | ||||
Accounts payable | ||||
Short-term borrowings | ||||
Due to related-party | ||||
Current portion of long-term debt | ||||
Current portion of related-party notes payable | ||||
Operating lease liabilities | ||||
Other current liabilities | ||||
Total current liabilities | ||||
Long-term debt | ||||
Related-party notes payable | ||||
Deferred income tax liabilities | ||||
Noncurrent operating lease liabilities | ||||
Other noncurrent liabilities | ||||
Total Liabilities | ||||
Commitments and contingencies (see Note 17) | ||||
Equity: | ||||
Common stock, par value of $ authorized, as of June 30, 2025 | ||||
Additional paid-in capital | ||||
Retained earnings | ||||
Net parent investment | ||||
Treasury stock, | ||||
Accumulated other comprehensive loss | ( | ( | ||
Total Equity attributable to the Company | ||||
Noncontrolling interests | ( | ( | ||
Total Equity | ||||
Total Liabilities and Equity | $ | $ |
For the six months ended June 30, | ||||
2025 | 2024 | |||
Cash flows from operating activities: | ||||
Net income | $ | $ | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Depreciation, depletion, accretion and amortization | ||||
Share-based compensation | ||||
Gain on disposal of long-lived assets | ( | ( | ||
Deferred tax benefit | ( | ( | ||
Net periodic pension benefit cost | ||||
Other items, net | ||||
Changes in operating assets and liabilities, net of effects of acquisitions: | ||||
Accounts receivable, net | ( | ( | ||
Due from related-party | ( | |||
Inventories | ( | ( | ||
Accounts payable | ||||
Due to related-party | ( | ( | ||
Other assets | ( | ( | ||
Other liabilities | ( | ( | ||
Defined benefit pension plans and other postretirement benefit plans | ( | ( | ||
Net cash used in operating activities | ( | ( | ||
Cash flows from investing activities: | ||||
Purchases of property, plant and equipment | ( | ( | ||
Acquisitions, net of cash acquired | ( | |||
Proceeds from disposals of long-lived assets | ||||
Proceeds from land expropriation | ||||
Proceeds from property and casualty insurance | ||||
Net decrease (increase) in short-term related-party notes receivable from cash pooling program | ( | |||
Other investing activities, net | ( | ( | ||
Net cash used in investing activities | ( | ( | ||
Cash flows from financing activities: | ||||
Transfers to Parent, net | ( | ( | ||
Proceeds from short-term borrowings, net of discount | ||||
Proceeds from issuance of long-term debt, net of discount | ||||
Payments of debt issuance costs | ( | |||
Net (repayments) proceeds of short-term related-party debt | ( | |||
Proceeds from debt-for-debt exchange with Parent | ||||
Proceeds from issuances of long-term related-party debt | ||||
Repayments of long-term related-party debt | ( | ( | ||
Payments of finance lease obligations | ( | ( | ||
Other financing activities, net | ( | |||
Net cash used in financing activities | ( | ( | ||
Effect of exchange rate changes on cash and cash equivalents | ( | |||
Decrease in cash and cash equivalents | ( | ( | ||
Cash and cash equivalents at the beginning of period | ||||
Cash and cash equivalents at the end of period | $ | $ | ||
Common stock | Treasury stock | |||||||||
Shares | Amount | Shares | Amount | Additional paid-in capital | Retained earnings | Net parent investment | Accumulated other comprehensive loss | Equity attributable to noncontrolling interests | Total equity | |
Balance as of March 31, 2025 | $ | $ | $ | $ | $ | $( | $ | $ | ||
Net income (loss) | — | — | — | — | — | — | ( | |||
Other comprehensive income, net of taxes | — | — | — | — | — | — | — | — | ||
Net transfers from Parent including Spin- off-related adjustments | — | — | — | — | — | — | — | |||
Issuance of Common stock, Treasury stock and reclassification of Net parent investment | ( | — | — | ( | — | — | ||||
Balance as of June 30, 2025 | $ | ( | $ | $ | $ | $ | $( | $( | $ | |
Common stock | Treasury stock | |||||||||
Shares | Amount | Shares | Amount | Additional paid-in capital | Retained earnings | Net parent investment | Accumulated other comprehensive loss | Equity attributable to noncontrolling interests | Total equity | |
Balance as of March 31, 2024 | $ | $ | $ | $ | $ | $( | $ | $ | ||
Net income (loss) | — | — | — | — | — | — | — | ( | ||
Other comprehensive loss, net of taxes | — | — | — | — | — | — | — | ( | — | ( |
Net transfers to Parent | — | — | — | — | — | — | ( | — | — | ( |
Balance as of June 30, 2024 | $ | $ | $ | $ | $ | $( | $( | $ | ||
Common stock | Treasury stock | |||||||||
Shares | Amount | Shares | Amount | Additional paid-in capital | Retained earnings | Net parent investment | Accumulated other comprehensive loss | Equity attributable to noncontrolling interests | Total equity | |
Balance as of December 31, 2024 | $ | $ | $ | $ | $ | $( | $( | $ | ||
Net income (loss) | — | — | — | — | — | — | ( | |||
Other comprehensive income, net of taxes | — | — | — | — | — | — | — | — | ||
Changes in equity attributable to noncontrolling interests | — | — | — | — | — | — | ( | — | ||
Net transfers from Parent including Spin- off-related adjustments | — | — | — | — | — | — | — | |||
Issuance of Common stock, Treasury stock and reclassification of Net parent investment | ( | — | — | ( | — | — | ||||
Balance as of June 30, 2025 | $ | ( | $ | $ | $ | $ | $( | $( | $ | |
Common stock | Treasury stock | |||||||||
Shares | Amount | Shares | Amount | Additional paid-in capital | Retained earnings | Net parent investment | Accumulated other comprehensive loss | Equity attributable to noncontrolling interests | Total equity | |
Balance as of December 31, 2023 | $ | $ | $ | $ | $ | $( | $ | $ | ||
Net income (loss) | — | — | — | — | — | — | — | ( | ||
Other comprehensive loss, net of taxes | — | — | — | — | — | — | — | ( | — | ( |
Net transfers to Parent | — | — | — | — | — | — | ( | — | — | ( |
Balance as of June 30, 2024 | $ | $ | $ | $ | $ | $( | $( | $ | ||
For the three months ended June 30, | For the six months ended June 30, | ||||||||
(In millions) | 2025 | 2024 | 2025 | 2024 | |||||
Building Materials | |||||||||
Cement | $ | $ | $ | $ | |||||
Aggregates and other construction materials | |||||||||
Interproduct revenues | ( | ( | ( | ( | |||||
Building Envelope | |||||||||
Total Revenues | $ | $ | $ | $ | |||||
(In millions) | 2025 | 2024 | ||
Balance as of January 1 | $ | $ | ||
Revenue recognized | ( | ( | ||
Revenue deferred | ||||
Balance as of June 30 | $ | $ |
As of | As of | |||
(In millions) | June 30, 2025 | December 31, 2024 | ||
Trade receivables | $ | $ | ||
Less: allowance for credit losses | ( | ( | ||
Other current receivables, net | ||||
Accounts receivable, net | $ | $ |
(In millions) | 2025 | 2024 | ||
Balance as of January 1 | $ | $ | ||
Charge-offs | ( | ( | ||
Provision for credit losses | ||||
Balance as of June 30 | $ | $ |
As of | As of | |||
(In millions) | June 30, 2025 | December 31, 2024 | ||
Raw materials, parts, and supplies | $ | $ | ||
Semi-finished and finished goods | ||||
Total Inventories | $ | $ |
As of | As of | |||
(In millions) | June 30, 2025 | December 31, 2024 | ||
Land and mineral reserves | $ | $ | ||
Buildings and installations | ||||
Machines, furniture, vehicles and tools | ||||
Construction in progress | ||||
Finance lease right-of-use assets | ||||
Total property, plant and equipment | ||||
Less: accumulated depreciation, depletion and impairment | ( | ( | ||
Property, plant and equipment, net | $ | $ |
(In millions) | Building Materials | Building Envelope | Total | |||
Balance as of December 31, 2024 | $ | $ | $ | |||
Acquisitions(1) | ||||||
Foreign currency translation adjustment | ||||||
Balance as of June 30, 2025 | $ | $ | $ |
As of | As of | |||
(In millions) | June 30, 2025 | December 31, 2024 | ||
Finance lease liabilities | $ | $ | ||
Income tax payable | ||||
Employee-related liabilities other than pension | ||||
Short-term provisions | ||||
Contract liabilities | ||||
Asset retirement obligations | ||||
Pension liabilities | ||||
Accrued purchases of property, plant and equipment | ||||
Self-insurance reserves | ||||
Accrued interest | ||||
Other(1) | ||||
Total Other current liabilities | $ | $ |
As of | As of | |||
(In millions) | June 30, 2025 | December 31, 2024 | ||
Liabilities for unrecognized tax benefits | $ | $ | ||
Finance lease liabilities | ||||
Asset retirement obligations | ||||
Pension liabilities | ||||
Contract liabilities | ||||
Environmental remediation liabilities | ||||
Self-insurance reserves | ||||
Other(1) | ||||
Total Other noncurrent liabilities | $ | $ |
Effective interest rate as of June 30, | Balance as of June 30, | Balance as of December 31, | ||||
(In millions) | 2025 | 2025 | 2024 | |||
$ | $ | |||||
Other | ||||||
Total principal | ||||||
Unamortized discounts, premiums and debt issuance costs | ( | |||||
Total long-term debt | ||||||
Less: current portion of long-term debt | ( | ( | ||||
Long-term debt | $ | $ |
(In millions) | As of June 30, 2025 | |
Carrying amount | $ | |
Fair value | $ |
As of | As of | |||
(In millions) | June 30, 2025 | December 31, 2024 | ||
Operating lease right-of-use assets, net | $ | $ | ||
Finance lease right-of-use assets, net | ||||
Total lease assets, net | $ | $ | ||
Current portion of operating lease liabilities | $ | $ | ||
Current portion of finance lease liabilities | ||||
Noncurrent portion of operating lease liabilities | ||||
Noncurrent portion of finance lease liabilities | ||||
Total lease liabilities | $ | $ |
For the three months ended June 30, | For the six months ended June 30, | ||||||||
(In millions) | 2025 | 2024 | 2025 | 2024 | |||||
Operating lease expense | $ | $ | $ | $ | |||||
Finance lease expense | |||||||||
Amortization of leased assets | |||||||||
Interest on lease liabilities | |||||||||
Short term lease cost | |||||||||
Variable lease cost | |||||||||
Total lease expense | $ | $ | $ | $ | |||||
For the three months ended June 30, | For the six months ended June 30, | ||||||||
(In millions) | 2025 | 2024 | 2025 | 2024 | |||||
Accretion | $ | $ | $ | $ | |||||
Depreciation | |||||||||
Total costs | $ | $ | $ | $ | |||||
(In millions) | 2025 | |
Balance as of January 1 | $ | |
Accretion expense | ||
Liabilities incurred and acquired | ||
Liabilities settled | ( | |
Foreign currency translation adjustment | ||
Balance as of June 30 | $ |
For the three months ended June 30, | For the six months ended June 30, | ||||||||
(In millions, except for percentage data) | 2025 | 2024 | 2025 | 2024 | |||||
Total tax expense | $ | $ | $ | $ | |||||
Effective income tax rate | |||||||||
For the three months ended June 30, | For the six months ended June 30, | ||||||||
(In millions) | 2025 | 2024 | 2025 | 2024 | |||||
Revenues: | |||||||||
Building Materials | $ | $ | $ | $ | |||||
Building Envelope | |||||||||
Total Revenues | $ | $ | $ | $ | |||||
Cost of revenues: | |||||||||
Building Materials | $ | $ | $ | $ | |||||
Building Envelope | |||||||||
Total cost of revenues | $ | $ | $ | $ | |||||
Other segment expenses(1): | |||||||||
Building Materials | $ | $ | $ | $ | |||||
Building Envelope | |||||||||
Total other segment expenses | $ | $ | $ | $ | |||||
Segment Adjusted EBITDA: | |||||||||
Building Materials | $ | $ | $ | $ | |||||
Building Envelope | |||||||||
Total Segment Adjusted EBITDA | $ | $ | $ | $ | |||||
Reconciling items: | |||||||||
Corporate / eliminations: | |||||||||
Unallocated corporate costs | $( | $( | $( | $( | |||||
Depreciation, depletion, accretion and amortization | ( | ( | ( | ( | |||||
Loss on impairments | ( | ( | ( | ( | |||||
Other(2) | ( | ( | ( | ( | |||||
Interest income | |||||||||
Interest expense | ( | ( | ( | ( | |||||
Other non-operating income, net | |||||||||
Total reconciling items | $( | $( | $( | $( | |||||
Income before income tax expense and income from equity method investments: | $ | $ | $ | $ | |||||
For the three months ended June 30, | For the six months ended June 30, | ||||||||
(In millions) | 2025 | 2024 | 2025 | 2024 | |||||
Capital expenditures(1): | |||||||||
Building Materials | $ | $ | $ | $ | |||||
Building Envelope | |||||||||
Total capital expenditures | $ | $ | $ | $ | |||||
As of | As of | |||
(In millions) | June 30, 2025 | December 31, 2024 | ||
Segment assets(1): | ||||
Building Materials | $ | $ | ||
Building Envelope | ||||
Total segment assets | ||||
Other assets | ||||
Total assets as reported in the condensed consolidated Balance Sheets | $ | $ |
For the three months ended June 30, | |||||||||
Defined Benefit Pension Plans | |||||||||
U.S. | Non-U.S. | ||||||||
(In millions) | 2025 | 2024 | 2025 | 2024 | |||||
Components of Net periodic pension benefit | |||||||||
Service cost | $ | $ | $ | $ | |||||
Interest cost | |||||||||
Expected return on assets | ( | ( | |||||||
Net periodic pension benefit cost | $ | $ | $ | $ | |||||
For the six months ended June 30, | |||||||||
Defined Benefit Pension Plans | |||||||||
U.S. | Non-U.S. | ||||||||
(In millions) | 2025 | 2024 | 2025 | 2024 | |||||
Components of Net periodic pension benefit | |||||||||
Service cost | $ | $ | $ | $ | |||||
Interest cost | |||||||||
Expected return on assets | ( | ( | |||||||
Net periodic pension benefit cost | $ | $ | $ | $ | |||||
For the three months ended June 30, | |||||||||
Other Postretirement Benefit Plans | |||||||||
U.S. | Non-U.S. | ||||||||
(In millions) | 2025 | 2024 | 2025 | 2024 | |||||
Components of Net periodic pension benefit | |||||||||
Service cost | $ | $ | $ | $ | |||||
Interest cost | |||||||||
Amortization of actuarial gain | ( | ||||||||
Net periodic pension benefit cost | $ | $ | $ | $ | |||||
For the six months ended June 30, | |||||||||
Other Postretirement Benefit Plans | |||||||||
U.S. | Non-U.S. | ||||||||
(In millions) | 2025 | 2024 | 2025 | 2024 | |||||
Components of Net periodic pension benefit | |||||||||
Service cost | $ | $ | $ | $ | |||||
Interest cost | |||||||||
Amortization of actuarial gain | ( | ( | |||||||
Net periodic pension benefit cost | $ | $ | $ | $ | |||||
(In millions) | Foreign Currency Translation Adjustment | Cash Flow Hedges | Defined Benefit Pension and Other Postretirement Benefit Plans | Total | ||||
Balance as of March 31, 2025 | $( | $( | $ | $( | ||||
Other comprehensive income (loss) before reclassifications | ||||||||
Amounts reclassified from Accumulated other comprehensive loss to Net income | ( | ( | ( | |||||
Net current-period Other comprehensive income (loss) | ( | |||||||
Unrecognized gain transferred from Parent pension | — | — | ||||||
Other comprehensive loss attributable to noncontrolling interests | ||||||||
Balance as of June 30, 2025 | $( | $ | $ | $( | ||||
Balance as of March 31, 2024 | $( | $( | $( | $( | ||||
Other comprehensive income (loss) before reclassifications | ( | ( | ||||||
Amounts reclassified from Accumulated other comprehensive loss to Net income | ( | ( | ||||||
Net current-period Other comprehensive income (loss) | ( | ( | ||||||
Other comprehensive loss attributable to noncontrolling interests | ||||||||
Balance as of June 30, 2024 | $( | $( | $( | $( |
(In millions) | Foreign Currency Translation Adjustment | Cash Flow Hedges | Defined Benefit Pension and Other Postretirement Benefit Plans | Total | ||||
Balance as of December 31, 2024 | $( | $( | $ | $( | ||||
Other comprehensive income (loss) before reclassifications | ||||||||
Amounts reclassified from Accumulated other comprehensive loss to Net income | ( | ( | ( | |||||
Net current-period Other comprehensive income (loss) | ( | |||||||
Unrecognized gain transferred from Parent pension | — | — | ||||||
Other comprehensive loss attributable to noncontrolling interests | ||||||||
Balance as of June 30, 2025 | $( | $ | $ | $( | ||||
Balance as of December 31, 2023 | $( | $( | $( | $( | ||||
Other comprehensive income (loss) before reclassifications | ( | ( | ||||||
Amounts reclassified from Accumulated other comprehensive loss to Net income | ( | |||||||
Net current-period Other comprehensive income (loss) | ( | ( | ||||||
Other comprehensive loss attributable to noncontrolling interests | ||||||||
Balance as of June 30, 2024 | $( | $( | $( | $( |
For the three months ended June 30, | For the six months ended June 30, | ||||||||
(In millions) | 2025 | 2024 | 2025 | 2024 | |||||
Net change in fair value of effective portion of cash flow hedges | |||||||||
Cost of revenues | $( | $( | $( | $ | |||||
Income tax (benefit) expense | |||||||||
Total | $( | $( | $( | $ | |||||
Actuarial losses and prior service costs for defined benefit pension plans and other postretirement benefit plans | |||||||||
Other non-operating income, net | $( | $ | $( | $( | |||||
Income tax (benefit) expense | |||||||||
Total | $( | $ | $( | $( | |||||
Total amounts reclassified from Accumulated other comprehensive income (loss) to Net income | $( | $( | $( | $ | |||||
(In millions) | 2025 | 2024 | ||
Balance as of January 1 | $ | $ | ||
Increase for warranties issued | ||||
Increase for pre-existing warranties | ||||
Decrease for payments | ( | ( | ||
Balance as of June 30 | $ | $ |
For the three months ended June 30, | For the six months ended June 30, | ||||||||
(In millions) | 2025 | 2024 | 2025 | 2024 | |||||
Cost of revenues | $ | $ | $ | $ | |||||
Selling, general and administrative expenses | |||||||||
Total | $ | $ | $ | $ | |||||
For the six months ended June 30, | ||||||
(In millions) | 2025 | 2024 | ||||
Net transfers to Parent as reflected on the unaudited condensed consolidated statements of cash flows (1) | $( | $( | ||||
Equity contribution from Parent related to the settlement of Related-party notes payable | ||||||
Other non-cash activities with Parent, net(2) | ||||||
Net transfers (to) from Parent as reflected on the unaudited condensed consolidated statements of equity | $ | $( | ||||
For the six months ended June 30, | ||||
(In millions) | 2025 | 2024 | ||
Interest paid | $ | $ | ||
Income taxes paid | ||||
Operating cash flows used for operating leases | ( | ( | ||
Operating cash flows used for finance leases | ( | ( | ||
Financing cash flows used for finance leases | ( | ( | ||
For the six months ended June 30, | ||||
(In millions) | 2025 | 2024 | ||
Accrued purchases of property, plant and equipment | $ | $ | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | ||||
Right-of-use assets obtained in exchange for new finance lease liabilities | ||||
Equity contribution from Parent related to the settlement of Related-party notes payable | ||||
Debt assumed in connection with a business combination | ||||
For the three months ended June 30, | For the six months ended June 30, | ||||||||
(In millions, except per share data) | 2025 | 2024 | 2025 | 2024 | |||||
Numerator: | |||||||||
Net income | $ | $ | $ | $ | |||||
Net loss attributable to noncontrolling interest | |||||||||
Net income attributable to the Company | $ | $ | $ | $ | |||||
Denominator: | |||||||||
Basic weighted-average number of shares outstanding | |||||||||
Dilutive effect of share-based awards | |||||||||
Diluted weighted-average number of shares outstanding | |||||||||
Earnings per share | |||||||||
Basic | $ | $ | $ | $ | |||||
Diluted | $ | $ | $ | $ | |||||
For the three months ended June 30, | For the six months ended June 30, | |||||||||||
(In millions, except for percentage data) | 2025 | 2024 | % change | 2025 | 2024 | % change | ||||||
Revenues | $3,220 | $3,243 | (0.7)% | $5,301 | $5,409 | (2.0)% | ||||||
Cost of revenues | (2,254) | (2,264) | (0.4)% | (4,113) | (4,158) | (1.1)% | ||||||
Gross profit | 966 | 979 | (1.3)% | 1,188 | 1,251 | (5.0)% | ||||||
Selling, general and administrative expenses | (299) | (228) | 31.1% | (538) | (441) | 22.0% | ||||||
Gain on disposal of long-lived assets | 4 | 5 | (20.0)% | 5 | 6 | (16.7)% | ||||||
Loss on impairments | (2) | (2) | —% | (2) | (2) | —% | ||||||
Operating income | 669 | 754 | (11.3)% | 653 | 814 | (19.8)% | ||||||
Interest expense, net | (121) | (134) | (9.7)% | (239) | (254) | (5.9)% | ||||||
Other non-operating income, net | 1 | — | —% | 2 | 4 | (50.0)% | ||||||
Income before income tax expense and income from equity method investments | 549 | 620 | (11.5)% | 416 | 564 | (26.2)% | ||||||
Income tax expense | (122) | (149) | (18.1)% | (76) | (138) | (44.9)% | ||||||
Income from equity method investments | 1 | 2 | (50.0)% | 1 | 3 | (66.7)% | ||||||
Net income | 428 | 473 | (9.5)% | 341 | 429 | (20.5)% | ||||||
Net loss attributable to noncontrolling interests | 1 | 1 | —% | 1 | 1 | —% | ||||||
Net income attributable to the Company | $429 | $474 | (9.5)% | $342 | $430 | (20.5)% | ||||||
Adjusted EBITDA(1) | $947 | $1,003 | (5.6)% | $1,161 | $1,287 | (9.8)% | ||||||
Adjusted EBITDA Margin(1) | 29.4% | 30.9% | 21.9% | 23.8% | ||||||||
Net income margin | 13.3% | 14.6% | 6.4% | 7.9% | ||||||||
Analysis of Change | ||||||||||||
(In millions, except for percentage data) | For the three months ended June 30, 2024 | Acquisitions & Divestments | Organic Growth | Foreign Exchange | For the three months ended June 30, 2025 | % change | ||||||
Total Revenues | $3,243 | $43 | $(49) | $(17) | $3,220 | (0.7)% | ||||||
Adjusted EBITDA(1) | 1,003 | 8 | (57) | (7) | 947 | (5.6)% | ||||||
Adjusted EBITDA Margin(1) | 30.9% | 29.4% | ||||||||||
Analysis of Change | ||||||||||||
(In millions, except for percentage data) | For the six months ended June 30, 2024 | Acquisitions & Divestments | Organic Growth | Foreign Exchange | For the six months ended June 30, 2025 | % change | ||||||
Total Revenues | $5,409 | $76 | $(141) | $(43) | $5,301 | (2.0)% | ||||||
Adjusted EBITDA(1) | 1,287 | 13 | (129) | (10) | 1,161 | (9.8)% | ||||||
Adjusted EBITDA Margin(1) | 23.8% | 21.9% | ||||||||||
For the three months ended June 30, | For the six months ended June 30, | |||||||||||
(In millions) | 2025 | 2024 | % change | 2025 | 2024 | % change | ||||||
Segment revenues: | ||||||||||||
Building Materials(1) | $2,250 | $2,274 | (1.1)% | $3,579 | $3,698 | (3.2)% | ||||||
Building Envelope | 970 | 969 | 0.1% | 1,722 | 1,711 | 0.6% | ||||||
Total revenues | $3,220 | $3,243 | (0.7)% | $5,301 | $5,409 | (2.0)% | ||||||
For the three months ended June 30, | For the six months ended June 30, | |||||||||||
(In millions) | 2025 | 2024 | % change | 2025 | 2024 | % change | ||||||
Segment Adjusted EBITDA: | ||||||||||||
Building Materials | $758 | $770 | (1.6)% | $878 | $944 | (7.0)% | ||||||
Building Envelope | 261 | 263 | (0.8)% | 385 | 401 | (4.0)% | ||||||
Total Segment Adjusted EBITDA | 1,019 | 1,033 | (1.4)% | 1,263 | 1,345 | (6.1)% | ||||||
Unallocated corporate costs | (72) | (30) | 140.0% | (102) | (58) | 75.9% | ||||||
Adjusted EBITDA(2) | $947 | $1,003 | (5.6)% | $1,161 | $1,287 | (9.8)% | ||||||
For the three months ended June 30, | For the six months ended June 30, | ||||||||
(In millions, except for percentage data) | 2025 | 2024 | 2025 | 2024 | |||||
Net income | $428 | $473 | $341 | $429 | |||||
Depreciation, depletion, accretion and amortization | 221 | 224 | 439 | 436 | |||||
Interest expense, net | 121 | 134 | 239 | 254 | |||||
Income tax expense | 122 | 149 | 76 | 138 | |||||
EBITDA | 892 | 980 | 1,095 | 1,257 | |||||
Loss on impairments | 2 | 2 | 2 | 2 | |||||
Other non-operating income, net(1) | (1) | — | (2) | (4) | |||||
Income from equity method investments | (1) | (2) | (1) | (3) | |||||
Other(2) | 55 | 23 | 67 | 35 | |||||
Adjusted EBITDA | 947 | 1,003 | 1,161 | 1,287 | |||||
Unallocated corporate costs | 72 | 30 | 102 | 58 | |||||
Total Segment Adjusted EBITDA | $1,019 | $1,033 | $1,263 | $1,345 | |||||
Building Materials | 758 | 770 | 878 | 944 | |||||
Building Envelope | 261 | 263 | 385 | 401 | |||||
Net income margin | 13.3% | 14.6% | 6.4% | 7.9% | |||||
EBITDA Margin | 27.7% | 30.2% | 20.7% | 23.2% | |||||
Adjusted EBITDA Margin | 29.4% | 30.9% | 21.9% | 23.8% | |||||
For the six months ended June 30, | ||||
(In millions) | 2025 | 2024 | ||
Net cash used in operating activities | $(450) | $(68) | ||
Capital expenditures, net(1) | (417) | (323) | ||
Free cash flow | $(867) | $(391) | ||
Net income | 341 | 429 | ||
Adjusted EBITDA | 1,161 | 1,287 | ||
Net income cash conversion ratio | n/m | n/m | ||
Adjusted EBITDA cash conversion ratio | n/m | n/m | ||
For the six months ended June 30, | ||||
(In millions) | 2025 | 2024 | ||
Net cash (used in) provided by: | ||||
Operating activities | $(450) | $(68) | ||
Investing activities | (9) | (431) | ||
Financing activities | (559) | (231) | ||
Effect of exchange rate changes on cash and cash equivalents | 34 | (17) | ||
Increase (decrease) in cash and cash equivalents | (984) | (747) | ||
Cash and cash equivalents - beginning of period | 1,585 | 1,107 | ||
Cash and cash equivalents - end of period | $601 | $360 | ||
(In millions) | Remainder of 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | |||||||
Principal on short-term and long-term debt | $937 | $330 | $700 | $703 | $— | $3,526 | $6,196 | |||||||
Operating lease obligations | 66 | 117 | 97 | 74 | 56 | 193 | 603 | |||||||
Finance lease obligations | 53 | 96 | 76 | 54 | 32 | 58 | 369 | |||||||
Pension and postretirement contributions | 12 | 24 | 24 | 21 | 21 | 422 | 524 | |||||||
Purchase obligations(1) | 622 | 76 | 59 | 53 | 46 | 118 | 974 | |||||||
Total | $1,690 | $643 | $956 | $905 | $155 | $4,317 | $8,666 |
Exhibit No. | Exhibit |
2.1# | |
3.1 | |
3.2 | |
4.1 | |
4.2 | |
4.3 | |
4.4 | |
4.5 | |
4.6 | |
4.7 | |
4.8 | |
4.9 | |
4.10 | |
4.11 | |
4.12 | |
10.1 | |
10.2 | |
10.3# | |
10.4# |
Exhibit No. | Exhibit |
10.5 | |
10.6# | |
10.7# | |
10.8#† | |
10.9#† | |
10.10 | |
10.11 | |
10.12 | |
10.13 | |
10.14 | |
10.15 | |
10.16 | |
31.1* | |
31.2* | |
32.1** | |
95* | |
101* | Inline eXtensible Business Reporting Language (XBRL). |
104 | Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101) |
Amrize Ltd | |
By: | /s/ Ian Johnston |
Name: | Ian Johnston |
Title: | Chief Financial Officer |
(Duly authorized officer and principal financial officer) | |
Date: | August 7, 2025 |