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v3.25.2

Debt | 6 Months Ended
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Jun. 30, 2025
Debt Disclosure [Abstract] |
Debt | Debt Long-term debt consisted of the following:
|  | Effective interest rate as of June 30, |  | Balance as of June 30, |  | Balance as of December 31,
(In millions) |  | 2025 |  | 2025 |  | 2024
3.500% Unsecured Notes due 2026 |  | 3.59% |  | $326 |  | $400
4.750% Unsecured Notes due 2046 |  | 5.02% |  | 554 |  | 590
4.600% Unsecured Notes due 2027 |  | 4.65% |  | 700 |  | —
4.700% Unsecured Notes due 2028 |  | 4.76% |  | 700 |  | —
4.950% Unsecured Notes due 2030 |  | 5.01% |  | 1,000 |  | —
5.400% Unsecured Notes due 2035 |  | 5.47% |  | 1,000 |  | —
7.125% Unsecured Notes due 2036 |  | 7.25% |  | 445 |  | —
6.875% Unsecured Notes due 2039 |  | 6.99% |  | 191 |  | —
6.500% Unsecured Notes due 2043 |  | 6.61% |  | 239 |  | —
4.200% Unsecured Notes due 2033 |  | 4.24% |  | 50 |  | —
7.650% Private Placement due 2031 |  | 7.80% |  | 50 |  | —
Other |  |  |  | 11 |  | 8
Total principal |  |  |  | 5,266 |  | 998
Unamortized discounts, premiums and debt issuance costs |  |  |  | 1 |  | (13)
Total long-term debt |  |  |  | 5,267 |  | 985
Less: current portion of long-term debt |  |  |  | (6) |  | (5)
Long-term debt |  |  |  | $5,261 |  | $980
The Company’s long-term debt is not measured at fair value on the condensed consolidated balance sheets, and the fair value is provided for disclosure purposes only. The fair value of the Company’s long-term debt as of June 30, 2025 was $5,332 million, which is comprised of the fair value of unsecured notes of $5,271 million and other long-term debt of $61 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:
(In millions) |  | As of June 30, 2025
Carrying amount |  | $5,261
Fair value |  | $5,332
The Company recognized interest expense related to third-party debt of $54 million and $10 million for the three months ended June 30, 2025 and 2024, respectively, and $65 million and $21 million for the six months ended June 30, 2025 and 2024, respectively. Debt issuance costs amortized to Interest expense, net on the unaudited condensed consolidated statements of operations were immaterial for the three and six months ended June 30, 2025 and 2024. Third-party interest income was $15 million and $2 million for the three months ended June 30, 2025 and 2024, respectively, and $24 million and $10 million for the six months ended June 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 iss ued 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. Fo r 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 and discounts 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 in two 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 (the “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. O n June 10, 2025, the Company began issuing short-term promissory notes under the Commercial Paper Program. As of June 30, 2025, the Company has $930 million notes outstanding, with a weighted average interest rate of 4.710%, 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% (the greatest 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 of zero (“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 of zero, plus, in each case (i) or (ii), an applicable margin based on the Company’s credit rating. There were no outstanding balances as of June 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 f rom 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 the six months ended June 30, 2025 and the year ended December 31, 2024, the Company drew down from these credit lines, all of which were repaid within one business day. There were no outstanding balances as of June 30, 2025 and December 31, 2024. The Company has 40 million Canadian dollars available in short-term lines of credit, payable on demand. There were no outstanding balances against these lines of credit as of June 30, 2025 and December 31, 2024. As of June 30, 2025 and December 31, 2024, the Company had unutilized non-trade standby letters of credit of $138 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.

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