Related party |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related party | Note 19. Related party Pursuant to the Spin-Off, Holcim 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 Holcim to govern the Spin-Off and provide a framework for 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 Holcim 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 Holcim 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 of one year, but no longer than two years after the Spin-Off. •Tax Matters Agreement - governs the respective rights, responsibilities, and obligations between the Company and Holcim 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, from two years to as long as five 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 for the three and six months ended June 30, 2026. Under the TSA, the services provided to the Company ended in February 2026, while certain services that the Company provides to Holcim are expected to continue through June 2027. The following discussion summarizes activity between the Company and Holcim that occurred prior to the completion of the Spin-Off. Related-party transactions The Company and Holcim 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 Holcim were considered related-party transactions. Revenues for products and services provided to Holcim by the Company were $8 million and $33 million for the three and six months ended June 30, 2025, respectively. The costs incurred by the Company related to products and services purchased from Holcim were $38 million and $69 million for the three and six months ended June 30, 2025, and are contained within Cost of revenues on the unaudited condensed consolidated statements of operations. Certain related-party transactions between the Company and Holcim 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 Holcim are cash settled and are presented within Accounts receivable, net and Accounts payable on the unaudited condensed 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. 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 Holcim on a centralized basis, including but not limited to accounting and financial reporting, treasury, tax, legal, human resources, information technology, insurance, employee benefits, and other shared services that are either specifically identifiable or directly attributable to 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 sheets prior to the Spin-Off. Allocations for management costs and corporate support services provided to the Company prior to the Spin- Off were $33 million and $60 million for the three and six months ended June 30, 2025, including $8 million and $16 million in Cost of revenues, and $25 million and $44 million in Selling, general and administrative expenses, respectively. Cash management and financing Prior to the Spin-Off, a majority of the Company’s subsidiaries participated in Holcim’s centralized cash pooling program. Depending on the Company’s contributions and withdrawals to and from the cash pool, it was either in a net lending or borrowing position. Amrize’s position in the Holcim cash pooling program was settled prior to the Spin-Off. For the three and six months ended June 30, 2025, the Company paid interest expense of less than $1 million, on borrowings from Holcim’s centralized cash management and financing function. For the three and six months ended June 30, 2025, the Company received interest income of $7 million and $12 million, respectively, on amounts contributed to the cash pooling program. Related-party notes payable The Company had short-term and long-term borrowing arrangements with Holcim prior to the Spin-Off. The borrowing arrangements with Holcim were primarily for working capital needs and for financing certain acquisitions and had an aggregate principal balance of $7,645 million as of June 22, 2025. Prior to the Spin- Off, the Company settled $5,646 million of related-party notes payable, with the remaining $1,999 million contributed by Holcim to the Company as equity. The Company recognized interest expense from related- party notes payable of $75 million and $183 million for the three and six months ended June 30, 2025, respectively. Net parent investment As a result of the Spin-Off, Net parent investment in the condensed consolidated balance sheets was fully settled on the Separation and Distribution Date. Prior to the Spin-Off, Net parent investment in the unaudited condensed consolidated statements of equity represented Holcim’s historical investment in the Company, the net effect of transactions with Holcim and allocations from Holcim, and the Company’s accumulated earnings. Net transfers to Holcim are included within Net parent investment. The components of Net transfers to Holcim 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 for the six months ended June 30, 2025: •Net transfers to Holcim of $98 million for general financing activities and allocation of corporate expenses, •Equity contribution from Holcim of $1,999 million related to the settlement of Related-party notes payable, and •Other non-cash activities from Holcim of $25 million.
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