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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 10-Q
___________________________________________________________
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
or
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to
Commission File Number 001-39275
____________________________________________________________
APi Group Corporation
(Exact Name of Registrant as Specified in its Charter)
____________________________________________________________
Delaware98-1510303
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1100 Old Highway 8 NW
New Brighton, Minnesota
55112
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (651) 636-4320
____________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareAPGNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
xAccelerated filero
Non-accelerated fileroSmaller reporting companyo
Emerging growth companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 276,839,956 shares of common stock as of April 24, 2025.


TABLE OF CONTENTS
2

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
APi Group Corporation
Condensed Consolidated Balance Sheets (Unaudited)
(In millions, except share and per share data)
March 31,
2025
December 31,
2024
Assets
Current assets:
Cash and cash equivalents$460 $499 
Accounts receivable, net of allowances of $8 and $9 at March 31, 2025 and December 31, 2024, respectively
1,356 1,444 
Inventories150 143 
Contract assets485 453 
Prepaid expenses and other current assets135 119 
Total current assets2,586 2,658 
Property and equipment, net372 379 
Operating lease right of use assets270 268 
Goodwill2,940 2,894 
Intangible assets, net1,635 1,660 
Deferred tax assets64 57 
Pension and post-retirement assets119 120 
Other assets112 116 
Total assets$8,098 $8,152 
Liabilities and Shareholders’ Equity
Current liabilities:
Short-term and current portion of long-term debt$4 $4 
Accounts payable450 497 
Contingent consideration and compensation liabilities16 20 
Accrued salaries and wages282 381 
Contract liabilities634 590 
Operating and finance leases91 90 
Other accrued liabilities285 303 
Total current liabilities1,762 1,885 
Long-term debt, less current portion2,750 2,749 
Pension and post-retirement obligations50 48 
Contingent consideration and compensation liabilities21 22 
Operating and finance leases192 192 
Deferred tax liabilities207 198 
Other noncurrent liabilities134 105 
Total liabilities5,116 5,199 
Commitments and contingencies (Note 14)
Shareholders’ equity:
Series A Preferred Stock, $0.0001 par value; 7,000,000 authorized shares; 4,000,000 shares issued and outstanding at March 31, 2025 and December 31, 2024
  
Common stock, $0.0001 par value; 500,000,000 authorized shares; 276,839,956 shares and 274,778,327 shares issued at March 31, 2025 and December 31, 2024, respectively (excluding 7,944,104 shares declared for stock dividend at December 31, 2024)
  
Additional paid-in capital3,252 3,305 
Retained earnings250 215 
Accumulated other comprehensive loss(520)(567)
Total shareholders’ equity2,982 2,953 
Total liabilities and shareholders’ equity$8,098 $8,152 
                
See notes to condensed consolidated financial statements.
3

APi Group Corporation
Condensed Consolidated Statements of Operations (Unaudited)
(In millions, except per share amounts)
Three Months Ended March 31,
20252024
Net revenues$1,719 $1,601 
Cost of revenues1,177 1,109 
Gross profit542 492 
Selling, general, and administrative expenses458 392 
Operating income84 100 
Interest expense, net38 34 
Investment expense and other, net 3 
Other expense, net38 37 
Income before income taxes46 63 
Income tax provision11 18 
Net income$35 $45 
Net income (loss) attributable to common shareholders:
Less income allocable to Series A Preferred Stock$(4)$ 
Stock dividend on Series B Preferred Stock (7)
Conversion of Series B Preferred Stock (372)
Net income (loss) attributable to common shareholders$31 $(334)
Net income (loss) per common share:
Basic$0.11 $(1.34)
Diluted0.11 (1.34)
Weighted average shares outstanding:
Basic277250
Diluted278250
See notes to condensed consolidated financial statements.
4

APi Group Corporation
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In millions)
Three Months Ended March 31,
20252024
Net income$35 $45 
Other comprehensive income:
Fair value change - derivatives, net of tax benefit (expense) of $4, and $(5), respectively
(12)13 
Foreign currency translation adjustment59 (42)
Comprehensive income$82 $16 
See notes to condensed consolidated financial statements.
5

APi Group Corporation
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)
(In millions, except share amounts)

Preferred Stock Issued
and Outstanding
Common Stock Issued
and Outstanding
Additional
Paid-In
Capital
Retained EarningsAccumulated
Other
Comprehensive
Loss
Total
Shareholders’
Equity
SharesAmountShares Amount
Balance, December 31, 20244,000,000$ 274,778,327$ $3,305 $215 $(567)$2,953 
Net income— — — 35 — 35 
Fair value change - derivatives— — — — (12)(12)
Foreign currency translation adjustment— — — — 59 59 
Series A Preferred Stock dividend— 2,543,662— — — — — 
Share repurchases— (2,063,715)— (75)— — (75)
Profit sharing plan contributions— 618,989— 24 — — 24 
Share-based compensation and other, net— 962,693— (2)— — (2)
Balance, March 31, 20254,000,000$ 276,839,956$ $3,252 $250 $(520)$2,982 

Preferred Stock Issued
and Outstanding
Common Stock Issued
and Outstanding
Additional
Paid-In
Capital
(Accumulated
Deficit) Retained Earnings
Accumulated
Other
Comprehensive
Loss
Total
Shareholders’
Equity
SharesAmountShares Amount
Balance, December 31, 20234,000,000$ 235,575,316$ $2,572 $(11)$(490)$2,071 
Net income— — — 45 — 45 
Fair value change - derivatives— — — — 13 13 
Foreign currency translation adjustment— — — — (42)(42)
Gain on dedesignated derivatives amortized from AOCI into income— — — — (4)(4)
Series A Preferred Stock dividend— 7,944,104— — — — — 
Series B Preferred Stock dividend— 620,240— 7 (7)—  
Conversion of Series B Preferred Stock, net— 16,260,163— 214 (17)— 197 
Profit sharing plan contributions— 510,319— 18 — — 18 
Share-based compensation and other, net— 726,809— 3 — — 3 
Balance, March 31, 20244,000,000$ 261,636,951$ $2,814 $10 $(523)$2,301 

See notes to condensed consolidated financial statements.
6

APi Group Corporation
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In millions)
Three Months Ended March 31,
20252024
Cash flows from operating activities:
Net income$35 $45 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation20 19 
Amortization60 50 
Restructuring charges, net of cash paid(6)(8)
Share-based compensation expense10 8 
Profit-sharing expense9 6 
Non-cash lease expense28 26 
Net periodic pension cost6 4 
Other, net1 (13)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable100 128 
Contract assets(31)(26)
Inventories(4) 
Prepaid expenses and other current assets(15)(7)
Accounts payable(58)(86)
Accrued liabilities and income taxes payable(95)(128)
Contract liabilities38 19 
Other assets and liabilities(36)(30)
Net cash provided by operating activities62 7 
Cash flows from investing activities:
Acquisitions, net of cash acquired(6)(23)
Purchases of property and equipment(12)(22)
Proceeds from sales of property and equipment4 23 
Net cash used in investing activities(14)(22)
Cash flows from financing activities:
Net short-term debt 100 
Proceeds from long-term borrowings 300 
Payments on long-term borrowings(2)(2)
Repurchases of common stock(75) 
Conversion of Series B Preferred Stock (600)
Payments of acquisition-related consideration(2) 
Restricted shares tendered for taxes(19)(11)
Net cash used in financing activities(98)(213)
Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash10 (4)
Net decrease in cash, cash equivalents, and restricted cash(40)(232)
Cash, cash equivalents, and restricted cash, beginning of period501 480 
Cash, cash equivalents, and restricted cash, end of period$461 $248 
Supplemental cash flow disclosures:
Cash paid for interest, net of interest income$35 $36 
Cash paid for income taxes, net of refunds23 35 
Accrued consideration issued in business combinations2 5 
Shares of common stock issued to profit sharing plan24 18 
Shares of common stock issued for conversion of Series B Preferred Stock 569 
See notes to condensed consolidated financial statements.
7

APi Group Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in millions, except shares and where noted otherwise)
NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Nature of business
APi Group Corporation (the “Company” or “APG”) is a global, market-leading business services provider of fire and life safety, security, elevator and escalator, and specialty services with a substantial recurring revenue base and over 500 locations worldwide.
Principles of consolidation
The accompanying interim unaudited condensed consolidated financial statements (the “Interim Statements”) include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. These Interim Statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. The condensed consolidated balance sheets as of December 31, 2024 were derived from audited financial statements for the year then ended but do not include all of the information and footnotes required by GAAP with respect to annual financial statements. In the opinion of management, the Interim Statements include all adjustments (including normal recurring accruals) necessary for a fair presentation of the Company’s consolidated financial position, results of operations, and cash flows for the dates and periods presented. It is recommended that these Interim Statements be read in conjunction with the Company’s audited annual consolidated financial statements and accompanying footnotes thereto for the year ended December 31, 2024. Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period.
Cash, cash equivalents, and restricted cash
The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Restricted cash is reported as other current assets in the condensed consolidated balance sheets. Restricted cash reflects collateral against certain bank guarantees.
Investments
The Company holds investments in joint ventures, the majority of which are accounted for under the equity method of accounting as the Company does not exercise control over the joint ventures. The Company exercises control over one joint venture that is consolidated into the Company's financial statements and the results for that joint venture for the three months ended March 31, 2025 and 2024 were immaterial. The Company’s share of earnings from the non-consolidated joint ventures was $3 and $2 during the three months ended March 31, 2025 and 2024, respectively. The earnings are recorded within investment expense and other, net in the condensed consolidated statements of operations. The investment balances were $1 and $4 as of March 31, 2025 and December 31, 2024, respectively, and are recorded within other assets in the condensed consolidated balance sheets.
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
The Company has not adopted any additional accounting pronouncements since the 2024 audited consolidated financial statements. See the Company's Form 10-K filed on February 26, 2025 for information pertaining to the effects of recently adopted and other recent accounting pronouncements.
NOTE 3. BUSINESS COMBINATIONS
The Company regularly evaluates potential acquisitions that strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into a new and attractive business area. Acquisitions are accounted for as business combinations using the acquisition method of accounting. As such, the Company makes a preliminary allocation of the purchase price to the tangible assets and identifiable intangible assets acquired and liabilities assumed. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Purchase price is allocated to acquired assets and liabilities assumed based upon their estimated fair values, with limited exceptions as
8

permitted pursuant to GAAP, as determined based on estimates and assumptions deemed reasonable by the Company. The Company engages third-party valuation specialists to assist with preparation of critical assumptions and calculations of the fair value of acquired tangible and intangible assets in connection with significant acquisitions. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed is recorded as goodwill. Goodwill is attributable to the workforce of the acquired businesses, the complementary strategic fit and resulting synergies these businesses bring to existing operations, and the opportunities in new markets expected to be achieved from the expanded platform.
2025 Acquisitions
During three months ended March 31, 2025, the Company completed one immaterial acquisition for consideration transferred of $8, made up of cash paid at closing of $6 and accrued consideration of $2. The results of operations of this acquisition are included in the Company's condensed consolidated statements of operations from the date of acquisition and were not material.
2024 Acquisitions
Elevated acquisition
On June 3, 2024, the Company completed its acquisition of 100% of the equity interests of Elevated Facility Services Group ("Elevated"). Elevated is a premier provider of contractually based services for all major brands of elevator and escalator equipment. Elevated is headquartered in Florida and serves customers in over 18 states. The results of the Elevated business are reported in the condensed consolidated financial statements of the Company from the date of acquisition within the Company's Safety Services segment.
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of the Elevated acquisition:

Cash paid at closing$572 
Cash deposited into escrow6 
Total net consideration$578 
Cash and cash equivalents$7 
Accounts receivable29 
Contract assets14 
Other current assets7 
Property and equipment4 
Operating lease right-of-use assets2 
Intangible assets222 
Goodwill398 
Accounts payable(12)
Contract liabilities(15)
Other accrued liabilities(15)
Current and noncurrent operating and finance lease liabilities(3)
Deferred tax liabilities(54)
Other noncurrent liabilities(6)
Net assets acquired$578 
9

The Company has not finalized its accounting for purchase price allocation for accounts receivable, contract assets, contract liabilities, legal reserves, and taxes related to the Elevated acquisition. The Company anticipates that it will finalize its accounting for the Elevated acquisition during the second quarter of 2025. The Company will make appropriate adjustments to the purchase price allocation, including intangible assets and goodwill, prior to completion of the measurement period, as required. Based on preliminary estimates, the total amount of goodwill from the Elevated acquisition expected to be deductible for tax purposes is $19. See Note 6 – “Goodwill and Intangibles” for the provisional goodwill assigned to each segment.
Other 2024 acquisitions
On September 3, 2024, the Company completed an acquisition included within the Safety Services segment ("Acquisition A24"). The results of the A24 business are reported within the Company's Safety Services segment. Consideration for Acquisition A24 included cash paid at closing of $24 and accrued consideration of $9.
On October 1, 2024, the Company completed an acquisition included within the Safety Services segment ("Acquisition B24"). The results of the B24 business are reported within the Company's Safety Services segment. Consideration for Acquisition B24 included cash paid at closing of $99, cash deposited into escrow for future deferred payments of $2, and no accrued consideration.
On December 2, 2024, the Company completed an acquisition included within the Safety Services segment ("Acquisition C24"). The results of the C24 business are reported within the Company's Safety Services segment. Consideration for Acquisition C24 included cash paid at closing of $26 and accrued consideration of $7.
During 2024, the Company completed nine individually immaterial acquisitions for aggregate consideration transferred of $76, made up of cash paid at closing of $63 and accrued consideration of $13.
The company has not finalized its accounting for acquisitions completed during 2024, and will make appropriate adjustments to the purchase price allocation prior to completion of the measurement periods, as required. Based on preliminary estimates, the total amount of goodwill from acquisitions expected to be deductible for tax purposes is $84. The results of operations of
10

these acquisitions are included in the Company’s condensed consolidated statements of operations from their respective dates of acquisition and were not material.
Acquisition A24Acquisition B24Acquisition C24Other 2024 acquisitions
Cash paid at closing$24 $99 $26 $63 
Cash deposited into escrow 2   
Accrued consideration9  7 13 
Total net consideration$33 $101 $33 $76 
Cash and cash equivalents$6 $ $2 $1 
Accounts receivable15 19 10 1 
Contract assets 2   
Other current assets2 3 1  
Property and equipment3 3  3 
Intangible assets8 45 10 34 
Goodwill9 44 18 42 
Accounts payable(2)(4)(2) 
Other accrued liabilities(3)(8)(3) 
Contract liabilities(5)(1) (2)
Deferred tax liabilities (2)(3)(3)
Net assets acquired$33 $101 $33 $76 
For the three months ended March 31, 2025, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months was $98 and $1, respectively.
Accrued consideration
The Company’s acquisition purchase agreements typically include deferred payment provisions, often to sellers who become employees of the Company or its subsidiaries. The provisions are made up of three general types of arrangements, contingent compensation, contingent consideration (both of which are contingent on the future performance of the acquired entity), and deferred payments related to indemnities. Contingent compensation arrangements are typically contingent on the former owner’s future employment with the Company and the related amounts are recognized over the required employment period, which is typically one to four years. Contingent consideration arrangements are not contingent on employment and are included as part of purchase consideration at the time of the initial acquisition and are paid over a period of one to four years. The liability for deferred payments is recognized at the date of acquisition based on the Company’s best estimate and is typically payable over a period of one to four years. Deferred payments are not contingent on any future performance or employment obligations and can be offset for working capital true-ups, and representations and warranty items.
The total contingent compensation arrangement liability was $1 and $0 as of March 31, 2025 and December 31, 2024, respectively. The maximum payout of these arrangements upon completion of the future performance periods was $2 and $2, inclusive of the $1 and $0, accrued as of March 31, 2025 and December 31, 2024, respectively. The contingent compensation liability is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented. The Company primarily determines the contingent compensation liability based on forecasted cumulative earnings compared to the cumulative earnings target set forth in the arrangement. Compensation expense associated with these arrangements is recognized ratably over the required employment period.
The contingent consideration obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. For additional considerations regarding the fair value of the Company's contingent consideration liabilities, see Note 7 – "Fair Value of Financial Instruments."
The total liability for deferred payments was $24 and $28 as of March 31, 2025 and December 31, 2024, respectively, and is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented.
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NOTE 4. RESTRUCTURING
During 2022, the Company announced its multi-year Chubb restructuring program designed to drive efficiencies and synergies and optimize operating margin. The Chubb restructuring program includes expenses related to workforce reductions, lease termination costs, and other facility rationalization costs through fiscal year 2025.
During the three months ended March 31, 2025, the Company incurred no pre-tax restructuring costs within the Safety Services segment in connection with the Chubb restructuring program. Since the Chubb acquisition, the Company has incurred aggregate restructuring costs of $79. As of March 31, 2025, the Company had $11 in restructuring liabilities recorded in other accrued liabilities on the condensed consolidated balance sheets for this plan. In addition, the Company has incurred $2 of related costs during the three months ended March 31, 2025, which include lease impairment charges, asset write-downs, and consulting fees.
In total, the Company estimates that it will recognize approximately $125 of restructuring and other costs related to the Chubb restructuring program by the end of fiscal year 2025.

For the restructuring program, employee-related costs consist of termination benefits provided to employees who have been involuntarily terminated and voluntary early retirement benefits. Program related costs include costs incurred as a direct result of the restructuring program such as consulting fees and facility relocation costs.
The following tables summarize the Company's restructuring liabilities for the three months ended March 31, 2025 and 2024:
December 31, 2024$15 
Payments(4)
March 31, 2025$11 
In addition to the costs noted above, the Company incurred asset write-down costs of $0 and incurred program related costs of $2 for the three months ended March 31, 2025.
December 31, 2023$32 
Charges1 
Payments(8)
Currency translation adjustment(1)
March 31, 2024$24 
In addition to the costs noted above, the Company incurred asset write-down costs of $0 and incurred program related costs of $4 for the three months ended March 31, 2024.
NOTE 5. NET REVENUES
Contracts with customers
The Company derives net revenues primarily from contracts with a duration of less than one week to three years (with the majority of contracts with durations of less than six months), which are subject to multiple pricing options, including fixed price, unit price, time and material, or cost plus a markup. Net revenues are primarily recognized by the Company over time utilizing the cost-to-cost measure of progress. Net revenues recognized at a point in time primarily relate to distribution contracts and short-term time and material contracts. The Company also enters into fixed-price service contracts related to monitoring, maintenance, and inspection of safety systems.
The Company disaggregates its net revenues primarily by segment, service type, and country from which revenues are invoiced, as the nature, timing, and uncertainty of cash flows are relatively consistent within each of these categories. The following tables provide disclosure of disaggregated net revenues by segment for the three months ended March 31, 2025 and 2024. During 2025, in conjunction with the movement of the Heating, Ventilation, and Air Conditioning ("HVAC") business from the Safety Services segment to the Specialty Services segment, the Company reassessed the categories by which it disaggregates net revenues. The Company determined the nature, timing, and uncertainty of the cash flows of the HVAC business are consistent with the cash flows of the Specialty Contracting businesses. Additionally, the Company determined the nature, timing, and uncertainty of the cash flows of a distribution business previously included within Specialty Contracting are more consistent with the cash flows of the Fabrication business. As such, prior period amounts in this table
12

have been recast to reflect the current period presentation. See Note 17 – “Segment Information” for additional information. Disaggregated net revenues information is as follows:
Three Months Ended March 31, 2025
Safety
Services
Specialty
Services
Consolidated
Life Safety$1,267 $ $1,267 
Infrastructure/Utility 185 185 
Fabrication and Distribution 70 70 
Specialty Contracting 198 198 
Corporate and Eliminations— — (1)
Net revenues$1,267 $453 $1,719 
Three Months Ended March 31, 2024
Safety
Services
Specialty
Services
Consolidated
Life Safety$1,117 $ $1,117 
Infrastructure/Utility 205 205 
Fabrication and Distribution 61 61 
Specialty Contracting 220 220 
Corporate and Eliminations— — (2)
Net revenues$1,117 $486 $1,601 
Three Months Ended March 31, 2025
Safety
Services
Specialty
Services
Corporate and
Eliminations
Consolidated
United States$627 $453 $(1)$1,079 
France161   161 
Other479   479 
Net revenues$1,267 $453 $(1)$1,719 
Three Months Ended March 31, 2024
Safety
Services
Specialty
Services
Corporate and
Eliminations
Consolidated
United States$483 $481 $(2)$962 
France162   162 
Other472 5  477 
Net revenues$1,117 $486 $(2)$1,601 
For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at March 31, 2025 was $3,224. The Company expects to recognize revenue on approximately 86% of the remaining performance obligations over the next twelve months.
13

Contract assets and liabilities
Contract assets and contract liabilities are classified as current in the condensed consolidated balance sheets as all amounts are expected to be relieved within one year. The balances of accounts receivable, net of allowances, contract assets, and contract liabilities from contracts with customers as of March 31, 2025 and December 31, 2024 are as follows:
Accounts
receivable,
net of
allowances
Contract
assets
Contract
liabilities
Balance at March 31, 2025$1,356 $485 $634 
Balance at December 31, 20241,444 453 590 
The Company did not recognize significant revenues associated with the final settlement of contract value for any projects completed in prior periods. In accordance with industry practice, accounts receivable includes retentions receivable, a portion of which may not be received within one year. At March 31, 2025 and December 31, 2024, retentions receivable were $169 and $160, respectively, while the portions that may not be received within one year were $40 and $38, respectively.
NOTE 6. GOODWILL AND INTANGIBLES
Goodwill
The following table provides disclosure of goodwill by segment as of March 31, 2025 and December 31, 2024. During 2025, the Company moved the HVAC business from the Safety Services segment to the Specialty Services segment, and segment-related amounts have been recast to reflect this adjustment as of the beginning of the period presented. As a result of the reallocation of goodwill between reportable segments, the Company performed an impairment test for the impacted reporting unit pre-realignment and post-realignment and there was no impairment to be recorded. See Note 17 – “Segment Information” for additional information. The changes in the carrying amount of goodwill by reportable segment for the three months ended March 31, 2025 are as follows:
Safety
Services
Specialty
Services
Total
Goodwill
Goodwill as of December 31, 2024$2,661 $233 $2,894 
Acquisitions5  5 
Foreign currency translation and other, net (1)
41  41 
Goodwill as of March 31, 2025$2,707 $233 $2,940 
(1)    Other includes immaterial measurement period adjustments recorded during the three months ended March 31, 2025 related to acquisitions for which the measurement period was open during the three months ended March 31, 2025 (see Note 3 – "Business Combinations").
Intangibles
The Company’s identifiable intangible assets are comprised of the following as of March 31, 2025 and December 31, 2024:
March 31, 2025
Weighted Average Remaining
Useful Lives
(in Years)
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Amortized intangibles:
Contractual backlog1.1$172 $(162)$10 
Customer relationships8.91,785 (720)1,065 
Trade names and trademarks10.7758 (198)560 
Total$2,715 $(1,080)$1,635 
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December 31, 2024
Weighted Average Remaining
Useful Lives
(in Years)
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Amortized intangibles:
Contractual backlog1.3$171 $(158)$13 
Customer relationships9.01,753 (672)1,081 
Trade names and trademarks11.1748 (182)566 
Total$2,672 $(1,012)$1,660 
Amortization expense recognized on identifiable intangible assets is as follows:
Three Months Ended March 31,
20252024
Cost of revenues$3 $ 
Selling, general, and administrative expenses57 50 
Total intangible asset amortization expense$60 $50 
NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS
GAAP defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance discusses valuation techniques such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. As the basis for evaluating such inputs, a three-tier value hierarchy prioritizes the inputs used in measuring fair value as follows:
Level 1:Observable inputs such as quoted prices for identical assets or liabilities in active markets.
Level 2:Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3:Unobservable inputs that reflect the Company's own assumptions.
Recurring fair value measurements
The Company’s financial assets and liabilities (adjusted to fair value at least quarterly) are derivative instruments and contingent consideration obligations. In the condensed consolidated balance sheets, derivative instruments are primarily included in other assets and other noncurrent liabilities and contingent consideration obligations are primarily included in contingent consideration and compensation liabilities.
15

The following tables summarize the fair values and levels within the fair value hierarchy in which the measurements fall for assets and liabilities measured on a recurring basis as of March 31, 2025 and December 31, 2024:
Fair Value Measurements at March 31, 2025
Financial assets:Level 1Level 2Level 3Total
Derivatives designated as hedge instruments
Cash flow hedges –
Interest rate swaps$ $11 $ $11 
Cross currency contracts 12  12 
Foreign currency forward contracts    
Fair value hedges – cross currency contracts 37  37 
Net investment hedges – cross currency contracts 23  23 
Derivatives not designated as hedge instruments
Foreign currency forward contracts 1  1 
Total$ $84 $ $84 
Financial liabilities:
Derivatives not designated as hedge instruments
Foreign currency forward contracts (1) (1)
Contingent consideration obligations  (12)(12)
Total$ $(1)$(12)$(13)
Fair Value Measurements at December 31, 2024
Financial assets:Level 1Level 2Level 3 Total
Derivatives designated as hedge instruments
Cash flow hedges –
Interest rate swaps$ $25 $ $25 
Cross currency contracts 14  14 
Foreign currency forward contracts    
Fair value hedges – cross currency contracts 54  54 
Net investment hedges – cross currency contracts 28  28 
Derivatives not designated as hedge instruments
Foreign currency forward contracts    
Total$ $121 $ $121 
Financial liabilities:
Derivatives not designated as hedge instruments
Foreign currency forward contracts    
Contingent consideration obligations  (13)(13)
Total$ $ $(13)$(13)
The Company determines the fair value of its derivative instruments designated as hedge instruments using standard pricing models and market-based assumptions for all inputs such as yield curves and quoted spot and forward exchange rates. Accordingly, the Company’s derivative instruments are classified as Level 2.
Contingent consideration obligations
The value of the contingent consideration obligations is determined using a probability-weighted discounted cash flow method. This fair value measurement is based on unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. This analysis reflects the contractual terms of the purchase agreements (e.g., potential payment amounts, length of measurement periods, manner of calculating any amounts due) and utilizes assumptions
16

with regard to future cash flows, probabilities of achieving such future cash flows, and a discount rate. Depending on the contractual terms of the purchase agreement, the probabilities of achieving future cash flows or earnings generally represent the only significant unobservable inputs. The contingent consideration obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings.
The table below presents a reconciliation of the fair value of the Company’s contingent consideration obligations that use unobservable inputs (Level 3), as well as other information about the contingent consideration obligations:
Three Months Ended
March 31, 2025
Balance as of December 31, 2024$13 
Issuances 
Settlements(1)
Balance as of March 31, 2025$12 
Number of open contingent consideration arrangements at the end of the period8 
Maximum potential payout at the end of the period$12 
At March 31, 2025, the remaining open contingent consideration arrangements are set to expire at various dates through 2026. Level 3 unobservable inputs were used to calculate the fair value adjustments shown in the table above. The fair value adjustments and the related unobservable inputs were not considered significant for the three months ended March 31, 2025.
Fair value estimates
The following table presents the carrying amount and fair value of the Company’s variable and non-variable interest rate debt (instruments defined in Note 10 – “Debt”), including current portions and excluding unamortized debt issuance costs. Fair value is estimated by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The interest rates of the variable interest rate long-term debt instruments are generally reset monthly.
March 31, 2025December 31, 2024
Carrying ValueFair ValueCarrying ValueFair Value
2021 Term Loan2,157 2,146 2,157 2,155 
4.125% Senior Notes
337 313 337 305 
4.750% Senior Notes
277 261 277 259 
NOTE 8. DERIVATIVES
The Company uses foreign currency forward contracts, cross-currency swaps, and interest rate swap agreements to manage risks associated with foreign currency exchange rates, net investments in foreign operations, and interest rates. The Company does not hold derivative financial instruments of a speculative nature or for trading purposes. The Company records derivatives as assets and liabilities on the condensed consolidated balance sheets at fair value. Changes in fair value are recognized immediately in earnings unless the derivative qualifies and is designated as a hedge under ASC 815, Derivatives and Hedging. Cash flows from derivatives are classified in the condensed consolidated statements of cash flows in the same category as the cash flows from items subject to designated hedge or undesignated (economic) hedge relationships. The Company evaluates hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued.
The Company is exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts, cross currency swaps, and interest rate swap agreements. The Company monitors its exposure to credit risk by using credit approvals and credit limits and by selecting major global banks and financial institutions as counterparties. The Company does not enter into derivative transactions for trading purposes, and is not party to any derivatives that require collateral to be posted prior to settlement.
Certain of the Company’s derivative transactions are subject to master netting arrangements that allow the Company to net settle contracts with the same counterparties. These arrangements do not call for collateral and no cash collateral had been received or pledged related to the underlying derivatives as of March 31, 2025.
17

The following table presents the fair value of derivative instruments:
March 31, 2025December 31, 2024
Outstanding Gross
Notional Amount
Other AssetsOther
Noncurrent liabilities
Outstanding Gross
Notional Amount
Other AssetsOther
Noncurrent liabilities
Derivatives designated as hedging instruments:
Cash flow hedges:     
Interest rate swaps$1,840 $11 $ $1,840 $25 $ 
Cross currency contracts120 12  120 14  
Foreign currency forward contracts18      
Fair value hedges:     
Cross currency contracts689 37  737 54  
Net investment hedges:     
Cross currency contracts230 23  230 28  
Total derivatives designated as hedging instruments2,897 83  2,927 121  
Derivatives not designated as hedging instruments:
Foreign currency forward contracts109 2 1 77   
Total derivatives$3,006 $85 $1 $3,004 $121 $ 
The following table presents the after tax effect of derivatives on the condensed consolidated statements of operations:
Amount of income (expense) recognized in income
DerivativesLocation of income (expense)
recognized in the condensed consolidated statements of operations
Three Months Ended March 31,
20252024
Cash flow hedging relationships:
Interest rate swapsInterest expense, net$2 $9 
Cross currency contractsInvestment expense and other, net(5)2 
Cross currency contractsInterest expense, net1 1 
Foreign currency forward contractsInvestment expense and other, net  
Fair value hedging relationships:
Cross currency contractsInvestment expense and other, net(17)12 
Cross currency contractsInterest expense, net(1)1 
Net investment hedging relationships:
Cross currency contractsInterest expense, net1 1 
Not designated as hedging instruments:
Foreign currency forward contractsInvestment expense and other, net  
Currency Effects
The income (expense) from derivatives designed to offset foreign currency exposure and recorded in investment expense and other, net were offset by foreign currency transaction gains and losses resulting in a net gain (loss) $0 for each of the three-month periods ended March 31, 2025 and 2024.
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The following table presents the effect of cash flow and fair value hedge accounting on accumulated other comprehensive income (loss) ("AOCI"):
Amount of gain (loss)
recognized in other
comprehensive income
Location of gain (loss) reclassified from
AOCI into income
Amount of gain (loss)
reclassified from
AOCI into income
Three Months Ended
March 31,
Three Months Ended
March 31,
Derivatives2025202420252024
Cash flow hedging relationships:
Interest rate swaps$(11)$11 Interest expense, net$ $4 
Cross currency contracts2 (1)Investment expense and other, net(5)2 
Forward currency forward contracts  Investment expense and other, net  
Fair value hedging relationships:
Cross currency contracts  Investment expense and other, net(13)13 
Interest expense, net(2) 
Net investment hedging relationships:
Cross currency contracts(3)2 Interest expense, net(1)(1)
Cash flow hedges
For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized in current earnings.
Interest rate swaps
The Company manages its fixed and floating rate debt mix using interest rate swaps. The Company uses interest rate swap contracts to separate interest rate risk management from the debt funding decision. The Company elected a method that does not require continuous evaluation of hedge effectiveness.
During 2022, the Company terminated the previously outstanding $720 notional amount interest rate swap with a maturity date in October 2024 ("2024 Interest Rate Swap"). The present value as of the date of termination of the 2024 Interest Rate Swap is recorded in AOCI on the condensed consolidated balance sheets. The fair value previously recognized in AOCI related to interest rate movements of the 2024 Interest Rate Swap was amortized to interest expense on a straight-line basis through October 2024. As of March 31, 2025, no unrealized pre-tax gains remained in AOCI.
The Company has an aggregate $720 notional amount interest rate swap ("2026 Interest Rate Swap") and aggregate $400 notional swaps ("2028 Interest Rate Swap"), each amended on May 19, 2023 in connection with the transition to the Secured Overnight Financing Rate ("SOFR"). Refer to Note 10 – "Debt" for additional information. The 2026 Interest Rate Swap exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.59% over the term of the agreement, which matures in October 2026. The 2028 Interest Rate Swap exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.41% over the term of the agreements, which mature in January 2028.
During 2024, the Company entered into a $720 notional amount forward starting interest rate swap that exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.13% over the term of the agreement, commencing in October 2026 and maturing in January 2029 ("2029 Interest Rate Swap"). Upon commencement, the 2029 Interest Rate Swap will cover the remainder of the interest payments starting in October 2026 to the maturity of the 2021 Term Loan.
As of March 31, 2025, the Company had $1,840 notional amount outstanding in the 2026 Interest Rate Swap, the 2028 Interest Rate Swap, and the 2029 Interest Rate Swap. The Company has designated these swaps as cash flow hedges of the interest rate risk attributable to forecasted variable interest (SOFR) payments for its SOFR based term loan of $2,157. As of
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March 31, 2025, the weighted average fixed rate of interest on these swaps was approximately 3.52%. Variations in the assets and liability balances are primarily driven by changes in the applicable forward yield curves related to SOFR.
Cross-currency swaps
The Company enters into cross-currency exchange contracts utilized to hedge against the effect of exchange rate fluctuations on cash flows denominated in foreign currencies and to hedge exposures of certain intercompany loans subject to changes in foreign currency exchange rates. The Company periodically assesses whether its currency exchange contracts are effective, and when a contract is determined to be no longer effective as a hedge, the Company discontinues hedge accounting prospectively.
During 2021, the Company entered into two cross-currency swaps designated as cash flow hedges with gross notional U.S. dollar equivalent amounts of $26 and $94 with maturity dates of September 2027 and 2030, respectively.
Foreign currency forward contracts
The Company utilizes foreign currency forward contracts to hedge the effect of foreign currency exchange rate fluctuations on forecasted foreign currency transactions, including inventory purchases and intercompany charges and other payments. These forward contracts are designated as cash flow hedges. The changes in fair value of these contracts are recorded in other comprehensive income until the hedged items affect earnings, at which time the hedge gain or loss is reclassified into current earnings.
The Company periodically assesses whether its currency exchange contracts are effective, and when a contract is determined to be no longer effective as a hedge, the Company discontinues hedge accounting prospectively.
Fair value hedges
The Company has certain intercompany loans subject to changes in foreign currency exchange rates. In 2024, to hedge these exposures, the Company entered into a cross-currency swap maturing June 2029 and designated as a fair value hedge with gross notional U.S. dollar equivalent of $16 in AUD. In 2022, the Company entered into three cross-currency swaps with maturity dates of January 2027 and are designated as fair value hedges with gross notional U.S. dollar equivalents of $271, $241, and $209 in GBP, CAD, and EUR, respectively.
During the three months ended March 31, 2025, the Company amended its cross-currency swap designated as a fair value hedge and having an initial gross notional U.S. dollar equivalent of $241 in CAD. The Company terminated $61 CAD notional amount and dedesignated the terminated amount. As a result, the Company reclassified a portion of losses totaling $2 from AOCI to interest expense, net in its condensed consolidated statements of operations.
The Company measures the effectiveness of fair value hedges on a spot-to-spot basis. Accordingly, the spot-to-spot change in the derivative fair values are recorded in the condensed consolidated statements of operations and perfectly offset the spot-to-spot change in the underlying intercompany loans, and as such, these hedges are deemed highly effective. The excluded component of the fair values of these derivatives is reported in AOCI within shareholders’ equity in the condensed consolidated balance sheets. Any cash flows associated with these instruments are included in operating activities in the condensed consolidated statements of cash flows.
Net investment hedges
The Company has net investments in foreign subsidiaries subject to changes in foreign currency exchange rates. During 2021, the Company entered into a $230 notional foreign currency swap designated as a net investment hedge for a portion of the Company’s net investments in Euro-denominated subsidiaries. Gains and losses resulting from a change in fair value of the net investment hedge are offset by gains and losses on the underlying foreign currency exposure and are included in AOCI in the condensed consolidated balance sheets.
During 2021, the Company amended the critical terms of the foreign currency swap by extending the maturity date to July 2029 and modifying the U.S. dollar and Euro coupons. The amended swap was redesignated as a net investment hedge and is recorded at fair value with changes recorded in AOCI. The initial net investment hedge was dedesignated. The amended net investment hedge reduces the Company’s interest expense by approximately $3 annually and reduces its overall effective interest rate by approximately 24 basis points.
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The fair value previously recognized in AOCI related to interest rate movements of the dedesignated swap is being amortized to interest expense on a straight-line basis through the third quarter of 2029 and reduces the Company's interest expense by approximately $1 annually.
Foreign currency contracts
The Company utilizes foreign currency forward contracts to hedge the effect of foreign currency exchange rate fluctuations on confirmed foreign currency transactions, including inventory purchases and intercompany charges and other payments. These forward contracts are undesignated for hedge accounting purposes. The changes in fair value of these contracts are recorded in investment expense and other, net.
NOTE 9. PROPERTY AND EQUIPMENT, NET
The components of property and equipment as of March 31, 2025 and December 31, 2024 are as follows:
Estimated
Useful Lives
(In Years)
March 31,
2025
December 31,
2024
LandN/A$21 $21 
Building39100 100 
Machinery, equipment, and office equipment
1-20
384 372 
Autos and trucks
4-10
121 113 
Leasehold improvements
1-15
51 47 
Total cost677 653 
Accumulated depreciation(305)(274)
Property and equipment, net$372 $379 
Depreciation expense related to property and equipment, including finance leases, was $20 and $19 during the three months ended March 31, 2025 and 2024, respectively. Depreciation expense is included within cost of revenues and selling, general, and administrative expenses in the condensed consolidated statements of operations.
NOTE 10. DEBT
Debt obligations consist of the following:
Maturity DateMarch 31,
2025
December 31,
2024
Term loan facility
2021 Term LoanJanuary 3, 20292,157 2,157 
Revolving Credit FacilityJanuary 3, 2027  
Senior notes
4.125% Senior Notes
July 15, 2029337 337 
4.750% Senior Notes
October 15, 2029277 277 
Other obligations5 5 
Total debt obligations2,776 2,776 
Less: unamortized deferred financing costs(22)(23)
Total debt, net of deferred financing costs2,754 2,753 
Less: short-term and current portion of long-term debt(4)(4)
Long-term debt, less current portion$2,750 $2,749 
Term loan facility
As of March 31, 2025, the Company had $2,157 of principal outstanding under the incremental term loan (the "2021 Term Loan") with a maturity date of January 3, 2029. The interest rate applicable to the 2021 Term Loan is, at the Company's
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option, either (1) a base rate plus an applicable margin equal to 0.75% or (2) Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.75%.
The interest rate applicable to borrowings under the $500 five-year senior secured revolving credit facility (the “Revolving Credit Facility”) is, at the Company’s option, either (1) a base rate plus an applicable margin equal to 1.25%, or (2) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.25% plus a CSA.
As of March 31, 2025 and December 31, 2024, the Company had no amounts outstanding under the Revolving Credit Facility, and $494 was available at March 31, 2025 and December 31, 2024, after giving effect to $6 of outstanding letters of credit.
During the first quarter of 2025, the Company completed its Seventh Amendment to its credit agreement, repricing the 2021 Term Loan. The repricing reduced the applicable margin on the 2021 Term Loan by 25 basis points.
During 2024, the Company completed its Sixth Amendment to its credit agreement, refinancing the 2021 Term Loan through an upsizing and repricing and repaying the 2019 Term Loan. The repricing reduced the applicable margin on the 2021 Term Loan by 50 basis points and removed the credit spread adjustment ("CSA"). As part of the transaction, the Company incurred approximately $550 of incremental principal on the 2021 Term Loan. The proceeds were used to repay the remaining $330 of the 2019 Term Loan, repay $100 of the Revolving Credit Facility outstanding, and for general corporate purposes, including to partially fund the Elevated acquisition.
During 2024, the Company completed its Fifth Amendment to its credit agreement, upsizing its 2021 Term Loan by an aggregate principal amount equal to $300. The loan proceeds were directed as consideration for a portion of the purchase price for the Series B Preferred Stock Conversion. For additional information regarding the Series B Preferred Stock Conversion, see Note 15 – "Shareholders' Equity and Redeemable Convertible Preferred Stock."
As of March 31, 2025 and December 31, 2024, the Company was in compliance with all applicable debt covenants.
Swap activity
As of March 31, 2025, the Company had the 2026 Interest Rate Swap with $720 of notional value, exchanging one-month SOFR for a fixed rate of 3.59% per annum and the 2028 Interest Rate Swap with aggregate $400 notional value, exchanging one-month SOFR for a rate of 3.41%. Accordingly, the Company's fixed interest rate per annum on the first swapped $400 notional value of the term loans is 5.16% and the second swapped $720 notional value of the term loans is 5.34% through their maturity. The remaining $1,037 of the term loan balance will bear interest based on one-month SOFR plus 175 basis points, and the rate will fluctuate as SOFR fluctuates. During 2024, the Company entered into a $720 notional amount forward starting interest rate swap commencing in October 2026 and maturing in January 2029 that exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.13% over the term of the agreement. Refer to Note 8 – "Derivatives" for additional information.
Senior notes
4.125% Senior Notes
During 2022, the Company completed a private offering of $350 aggregate principal amount of 4.125% Senior Notes (the “4.125% Senior Notes”) issued under an indenture dated June 22, 2021. The 4.125% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company’s subsidiaries. The balance as of March 31, 2025 was $337.
4.750% Senior Notes
During 2022, the Company completed a private offering of $300 aggregate principal amount of 4.750% Senior Notes due 2029 (the "4.750% Senior Notes") issued under an indenture dated October 21, 2021, as supplemented by a supplemental indenture dated January 3, 2022. The 4.750% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company's subsidiaries. The balance as of March 31, 2025 was $277.
The Company was in compliance with all covenants contained in the indentures for the 4.125% Senior Notes and 4.750% Senior Notes as of March 31, 2025, and December 31, 2024.
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Other obligations
As of March 31, 2025 and December 31, 2024, the Company had $5 and $5 in notes outstanding, respectively, for working capital purposes and the acquisition of equipment and vehicles.
NOTE 11. INCOME TAXES
The Company’s quarterly income tax provision is measured using an estimate of its consolidated annual effective tax rate, adjusted in the current period for discrete income tax items, within the periods presented. The comparison of the Company’s income tax provision between periods may be impacted by the level and mix of earnings and losses by tax jurisdiction, foreign income tax rate differentials, and discrete items. The Company’s effective tax rate was 23.4% and 28.0% for the three months ended March 31, 2025, and 2024, respectively. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0% for the three months ended March 31, 2025 and 2024 is due to nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, state taxes, and discrete items.
As of March 31, 2025, the Company’s deferred tax assets included a valuation allowance of $94 primarily related to certain net operating loss, capital loss, and tax credit carryforwards of the Company’s foreign subsidiaries. The factors used to assess the likelihood of realization were the past performance of the related entities, forecasts of future taxable income, future reversals of existing taxable temporary differences, and available tax planning strategies that could be implemented to realize the deferred tax assets. The ability or failure to achieve the forecasted taxable income in these entities could affect the ultimate realization of deferred tax assets.
As of March 31, 2025, the Company had gross federal, state, and foreign net operating loss carryforwards of approximately $1, $21, and $95, respectively. The state net operating losses have carryforward periods of five to twenty years and begin to expire in 2029. The foreign net operating losses have carryback periods of three years, carryforward periods of twenty years, or are indefinite, and begin to expire in 2025.
The Company’s liability for unrecognized tax benefits is recorded within other noncurrent liabilities in the condensed consolidated balance sheets and recognizes interest and penalties accrued related to unrecognized tax benefits in the provision for income taxes in the condensed consolidated statements of operations. As of March 31, 2025, and December 31, 2024, the total gross unrecognized tax benefits were $10 and $9, respectively. The Company accrued gross interest and penalties as of March 31, 2025 and December 31, 2024 of $4 and $3, respectively. During the three months ended March 31, 2025 and 2024, the Company recognized net interest expense of less than $1 for both periods.
If all of the Company’s unrecognized tax benefits as of March 31, 2025 were recognized, $13 would impact the Company’s effective tax rate. The Company expects $1 of unrecognized tax benefits to expire in the next twelve months due to lapses in the statute of limitations.
The Company files income tax returns in the U.S. federal jurisdiction, and various state, local, and foreign jurisdictions. As of March 31, 2025, with few exceptions, neither the Company nor its subsidiaries are subject to examination prior to tax year 2015. There are various other audits in state and foreign jurisdictions.
NOTE 12. EMPLOYEE BENEFIT PLANS
Defined benefit pension plans
The Company sponsors both funded and unfunded foreign defined benefit pension plans that cover a portion of the Company's employees, and the largest plans are closed to new participants and frozen for accrual of future service.
The components of the net periodic pension cost for the defined benefit pension plans are as follows:
Three Months Ended March 31,
20252024
Service cost$1 $1 
Interest cost16 15 
Expected return on plan assets(17)(15)
Amortization of actuarial losses5 5 
Net periodic pension cost$5 $6 
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Multiemployer pension plans
Certain subsidiaries of the Company contribute amounts to multiemployer pension plans and other multiemployer benefit plans and trusts, which are recorded as a component of employee wages and salaries within cost of revenues on the condensed consolidated statements of operations. Contributions are generally based on fixed amounts per hour per employee for employees covered under these plans. Multiemployer plan contribution rates are determined annually and assessed on a pay-as-you-go basis based on union employee payrolls. Union payrolls cannot be determined for future periods because the number of union employees employed at a given time and the plans in which they participate vary depending upon the location, the number of ongoing projects, and the need for union resources in connection with those projects. Total consolidated contributions to multiemployer plans were $21 and $19 during the three months ended March 31, 2025 and 2024, respectively.
Profit sharing plans
The Company has a trustee-administered profit-sharing retirement plan covering substantially all of the Company's employees in the U.S. not covered by collective bargaining agreements and a profit sharing plan for employees in Canada (collectively, “Profit Sharing Plans”). The Profit Sharing Plans provide for annual discretionary contributions in amounts based on a performance grid as determined by the Company’s directors, which may be settled in shares of the Company's common stock or in cash. In connection with these plans, the Company recognized $9 and $6 in expense for shares distributed to eligible employees during the three months ended March 31, 2025 and 2024, respectively.
Employee stock purchase plan
Most of the Company’s employees in the U.S. and Canada, including named executive officers, are eligible to participate in the Company’s Employee Stock Purchase Plan (the “ESPP”). Sales of shares of the Company’s common stock under the ESPP are generally made pursuant to offerings that are intended to satisfy the requirements of Section 423 of the Internal Revenue Code. The ESPP permits employees of the Company to purchase common stock at a price equal to 85% of the lesser of (i) the market value of the common stock on the first day of the offering period, or (ii) the market value of the common stock on the purchase date, whichever is lower. Participants are subject to eligibility requirements and may not purchase more than 500 shares in any offering period or more than ten thousand dollars of common stock in a year under the ESPP. The Company recognized $2 and $1 of expense during the three months ended March 31, 2025 and 2024, respectively.
NOTE 13. RELATED-PARTY TRANSACTIONS
The Company incurred advisory fees of $1 during both the three months ended March 31, 2025 and 2024, in each case payable to Mariposa Capital, LLC, an entity owned by a co-chair of the Company’s Board of Directors. In addition, dividends for Series A Preferred Stock declared as of December 31, 2024 and December 31, 2023 were settled in 2,543,662 shares and 7,944,104 shares, respectively, issued during January 2025 and January 2024, respectively. The shares were issued to Mariposa Acquisition IV, LLC, a related entity that is controlled by a co-chair of the Company's Board of Directors.
During 2022, the Company issued and sold 800,000 shares of the Company’s 5.5% Series B Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”) for an aggregate purchase price of $800. Of the 800,000 shares issued and sold, 200,000 shares were sold to Viking Global Equities Master Ltd. and Viking Global Equities II LP ("Viking Purchasers"), which is the aggregate owner of more than 5% of the Company's outstanding stock, for an aggregate purchase price of $200. During the three months ended March 31, 2024, the Company issued dividends of 155,059 shares of common stock on the Series B Preferred Stock held by Viking Purchasers, with 70,798 shares declared in February 2024 and 84,261 shares declared in December 2023.
During the three months ended March 31, 2024, the Company executed an agreement with the Viking Purchasers which allowed the exercise of their right to convert all of their Series B Preferred Stock into common stock. For additional information regarding the Series B Preferred Stock Conversion, see Note 15 – "Shareholders' Equity and Redeemable Convertible Preferred Stock."
From time to time, the Company also enters other immaterial related-party transactions.
NOTE 14. COMMITMENTS AND CONTINGENCIES
The Company is involved in various litigation matters and is subject to claims from time to time from customers and various government entities. While it is not feasible to determine the outcome of any of these uncertainties, it is the opinion of
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management that their outcomes will not have a material adverse effect on the financial position, results of operations, or cash flows of the Company.
Environmental obligations
The Company's operations are subject to environmental regulation by various authorities. The Company has accrued for the costs of environmental remediation activities, including but not limited to investigatory, remediation, operating and maintenance costs, and performance guarantees, and periodically reassesses these amounts. Management believes that the likelihood of incurring losses materially in excess of the amounts accrued is remote.
The outstanding liability for these obligations of $15 and $15 was included in other noncurrent liabilities as of March 31, 2025 and December 31, 2024, respectively.
NOTE 15. SHAREHOLDERS’ EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK
Shareholders' equity
Series A Preferred Stock
The Company had 4,000,000 shares of Series A Preferred Stock issued and outstanding as of March 31, 2025 ("Series A Preferred Stock"). The Series A Preferred Stock will be automatically converted into shares of common stock on a one-for-one basis on December 31, 2026.
Stock Repurchases
During 2024, the Company's Board of Directors authorized a stock repurchase program ("SRP") to purchase up to an aggregate of $1,000 of shares of the Company's common stock. This stock repurchase program is indefinite, unless otherwise modified or terminated by the Board of Directors at any time in its sole discretion. The SRP authorizes open market, private, and accelerated share repurchase transactions. During the three months ended March 31, 2025 and 2024, the Company repurchased 2,063,715 and 16,260,160 shares of common stock for approximately $75 and $600, respectively. As of March 31, 2025, the Company had approximately $325 of authorized repurchases remaining under the SRP.

Redeemable Convertible Preferred Stock
Series B Preferred Stock
During 2022, the Company authorized, issued, and sold, for an aggregate purchase price of $800, 800,000 shares of the Company’s 5.5% Series B Preferred Stock, par value $0.0001 per share.
During three months ended March 31, 2024, the Company entered into a Conversion and Repurchase Agreement with Juno Lower Holdings L.P. ("Juno Lower Holdings"), FD Juno Holdings L.P. ("FD Juno Holdings", and together with Juno Lower Holdings, "Blackstone"), Viking Global Equities Master Ltd. ("VGEM") and Viking Global Equities II L.P. (VGE II, and collectively with VGEM, "Viking" and collectively with the Blackstone, the "Series B Holders") pursuant to which Blackstone and Viking agreed to convert all of the outstanding shares of the Series B Preferred Stock that they hold, which represents all of the Series B Preferred Stock outstanding. The transactions contemplated by the agreement (the "Series B Preferred Stock Conversion") were also consummated on February 28, 2024.

Under the terms of the agreement, (i) the Series B Holders each agreed to exercise their respective right to convert all of their Series B Preferred Stock into common stock, resulting in a total of 800,000 shares of Series B Preferred Stock being converted into approximately 32,803,519 shares of common stock of the Company (inclusive of approximately 283,196 shares attributable to accrued and unpaid dividends thereon (the "Conversion Shares") and (ii) upon issuance of
the Conversion Shares, the Company agreed to immediately repurchase one-half of the Conversion Shares, on a pro rata basis, from the Series B Holders for an aggregate purchase price of $600. The fair value of the issued one-half of the remaining Conversion Shares was $569.

The repurchase price was financed by (i) an incremental term facility of $300 and (ii) cash and available credit from the balance sheet.
Dividends
Following the Series B Preferred Stock Conversion there are no Series B Preferred Shares issued or outstanding and the former holders of Series B Preferred Stock are no longer entitled to receive cumulative dividends. The Company declared a pro rata Series B Preferred Stock dividend of $7, or 283,196 shares of common stock, during three months ended March 31,
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2024 for the Series B Preferred Stock outstanding through February 28, 2024. The Company declared a Series B Preferred Stock dividend of $11 or 337,044 shares of common stock in December 2023 and issued the shares in January 2024.
NOTE 16. EARNINGS PER SHARE
Net income is allocated between the Company’s common shares and other participating securities based on their participation rights. The Series A Preferred Stock and Series B Preferred Stock represent participating securities. Earnings attributable to Series A Preferred Stock and Series B Preferred Stock are not included in earnings attributable to common shares in calculating earnings per common share (the two-class method). For periods of net loss, there is no impact from the two-class method on earnings per share (“EPS”) as net loss is allocated to common shares because Series A Preferred Stock and Series B Preferred Stock shares are not contractually obligated to share the loss.
The following table sets forth the computation of earnings per common share using the two-class method. The dilutive effect of outstanding Series A Preferred Stock, Series B Preferred Stock, the Series A Preferred Stock dividend, and the Series B Preferred Stock dividend is reflected in diluted EPS using the if-converted method and options, restricted shares, performance shares, and market shares are reflected using the treasury stock method. For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Series A Preferred Stock, Series B Preferred Stock, restricted shares, performance shares, market shares, and stock options are anti-dilutive. (Amounts in millions, except share and per share amounts.)
Three Months Ended March 31,
20252024
Basic earnings per common share:
Net income$35 $45 
Less income allocable to Series A Preferred Stock(4) 
Less stock dividend attributable to Series B Preferred Stock (7)
Less conversion of Series B Preferred Stock (372)
Net income (loss) attributable to common shareholders$31 $(334)
Weighted average shares outstanding - basic277,233,887249,744,275
Income (loss) per common share - basic$0.11 $(1.34)
Diluted earnings per common share:
Net income$35 $45 
Less income allocable to Series A Preferred Stock(4) 
Less stock dividend attributable to Series B Preferred Stock (7)
Less conversion of Series B Preferred Stock (372)
Net income (loss) attributable to common shareholders - diluted$31 $(334)
Weighted average shares outstanding - basic277,233,887249,744,275
Dilutive securities: (1)
Restricted stock units, warrants, and stock options1,043,167  
Weighted average shares outstanding - diluted278,277,054249,744,275
Income (loss) per common share - diluted$0.11 $(1.34)
(1)The following items were excluded from the calculation of diluted shares as their inclusion would be anti-dilutive:
a.For all periods presented, 4,000,000 shares of Series A Preferred Stock, which are convertible to the same number of common shares.
b.For the three months ended March 31, 2024, the year-to-date impact of 125,000 stock options to purchase the same number of common shares.
c.For the three months ended March 31, 2024, 1,188,112 time-based, performance-based, and market-based restricted stock units.
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NOTE 17. SEGMENT INFORMATION
The Company manages its operations under three operating segments which represent the Company’s two reportable segments: Safety Services, comprised of the North American Life Safety and International Life Safety operating segments, and Specialty Services. This structure is generally comprised of various businesses related to contracted services and maintenance of industrial and commercial facilities. The segments have separate management and have results that are regularly reviewed by the Chief Executive Officer and President, who acts as the Company's Chief Operating Decision Maker (“CODM”), for the purpose of allocating resources and evaluating performance, identifying them as separate reportable segments.
The Safety Services segment focuses on end-to-end integrated occupancy systems (fire protection services, elevator and escalator, and entry systems), including the design, installation, inspection and service of these integrated systems. The work performed within this segment spans across industries and facilities and includes commercial, education, healthcare, high tech, industrial, and special-hazard settings in over 20 countries.
The Specialty Services segment provides a variety of infrastructure services and specialized industrial plant services, which includes maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer, and telecommunications infrastructure, as well as HVAC services. This segment's services include engineering and design, fabrication, installation, maintenance service and repair, retrofitting and upgrading, pipeline infrastructure, access and road construction, supporting facilities, and performing ongoing integrity management and maintenance to customers within the energy industry. Customers within this segment vary from private and public utilities, communications, healthcare, education, transportation, manufacturing, industrial plants, and governmental agencies throughout North America.
In January 2025, due to a change in the way the businesses are managed, the Company realigned its segments by moving the HVAC business from Safety Services to Specialty Services. As a result, information for the HVAC business is combined with the Specialty Services segment within the information reviewed by the CODM. The CODM began regularly reviewing financial information to allocate resources and assess performance utilizing these reorganized segments in January 2025. As such, all segment-related prior period amounts in these financial statements have been recast to reflect this change as of the beginning of the earliest period presented.
The accounting policies of the reportable segments are the same as those described in Note 1 – “Basis of Presentation and Significant Accounting Policies.” All intercompany transactions and balances are eliminated in consolidation. Intercompany revenues and costs between entities within a reportable segment are eliminated to arrive at segment totals, and eliminations between segments are separately presented.
Segment earnings is the measure of profitability used by the CODM to manage the segments and, accordingly, in segment reporting. Segment earnings is defined as earnings before interest, taxes, depreciation, and amortization and after adjustments for non-recurring items. Adjustments include expenses that management deems are non-recurring in nature and not indicative of the Company’s core operating results. These adjustments include business transformation and other expenses for the integration of acquired businesses, the impact and results of businesses classified as held-for-sale and divested, and one-time and other events such as impairment charges, restructuring costs, transaction and other costs related to acquisitions, amortization of intangible assets, and non-service pension cost or benefit.
The CODM establishes budgets for the segments, including growth of segment earnings. The CODM considers segment earnings budget-to-actual variances when making decisions about allocating capital to the segments. Segment earnings is also used in the compensation of certain employees and to assess the performance of each segment by regularly comparing the results of each segment with forecasted amounts. The CODM uses segment earnings to evaluate its performance, both internally and as compared with its peers, because it excludes certain items that may not be indicative of the Company’s core operating results for its reportable segments.
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Summarized financial information for the Company’s reportable segments are presented and reconciled to consolidated financial information in the following tables, including a reconciliation of segment earnings to income before income taxes:
Three Months Ended March 31, 2025
Safety
Services
Specialty
Services
Total
Revenues from external customers$1,267 $452 $1,719 
Intersegment revenues 1 1 
Net revenues1,267 453 1,720 
Reconciliation of revenue:
Elimination of intersegment revenues(1)
Total consolidated revenues$1,719 
Less: (a)
Segment cost of revenues(b)
798 377 
Segment operating expenses (c)
278 62 
Plus:
Segment other income/expense 4 
Depreciation8 11 
Segment earnings$199 $29 $228 
Reconciliation of profit/(loss):
Corporate/other profit/(loss) (d)
$(35)
Interest income/(expense)(38)
Depreciation(20)
Amortization(60)
Contingent consideration and compensation(1)
Non-service pension cost
(4)
Systems and business enablement
(12)
Business process transformation expenses(4)
Acquisition related expenses(3)
Restructuring program related costs(3)
Other(2)
Income before income taxes$46 
Asset information:
Total assets$6,320 $1,279 $7,599 
Capital expenditures5 6 11 
(a)     The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown and amortization expense is excluded from the amounts shown.
(b)     Segment cost of revenues consists of costs such as direct labor, materials, subcontract costs and indirect costs related to contract performance, adjusted for non-recurring items.
(c)     Segment operating expenses consist primarily of compensation and associated costs for sales and corporate marketing, administrative expenses associated with accounting, finance, legal, information systems, leadership development, and other corporate expenses, adjusted for non-recurring items.
(d)     Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.

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Three Months Ended March 31, 2024
Safety
Services
Specialty
Services
Total
Revenues from external customers$1,117 $484 $1,601 
Intersegment revenues 2 2 
Net revenues$1,117 $486 $1,603 
Reconciliation of revenue:
Elimination of intersegment revenues(2)
Total consolidated revenues$1,601 
Less: (a)
Segment cost of revenues (b)
713 397 
Segment operating expenses (c)
244 60 
Plus:
Segment other income/expense(2)2 
Depreciation7 12 
Segment earnings$165 $43 $208 
Reconciliation of profit/(loss):
Corporate/other profit/(loss) (d)
$(33)
Interest income/(expense)(34)
Depreciation(19)
Amortization(50)
Contingent consideration and compensation(2)
Non-service pension cost
(4)
Systems and business enablement
 
Business process transformation expenses(6)
Acquisition related expenses(1)
Restructuring program related costs(5)
Other9 
Income before income taxes$63 
Asset information:
Total assets$5,460 $1,321 $6,781 
Capital expenditures5 10 15 
(a)     The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown and amortization expense is excluded from the amounts shown.
(b)     Segment cost of revenues consists of costs such as direct labor, materials, subcontract costs and indirect costs related to contract performance, adjusted for non-recurring items.
(c)     Segment operating expenses consist primarily of compensation and associated costs for sales and corporate marketing, administrative expenses associated with accounting, finance, legal, information systems, leadership development, and other corporate expenses, adjusted for non-recurring items.
(d)     Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.
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NOTE 18. SUBSEQUENT EVENTS

In April 2025, the Company announced that its Board of Directors has authorized a new share repurchase program to purchase up to $1,000 of shares of the Company’s common stock. The timing, amount and manner of any repurchases under the new repurchase program will be determined at the discretion of the Company’s leadership based on a number of factors, including the availability of capital, capital allocation alternatives, and market conditions for the Company’s common stock. The share repurchase program is open-ended and does not require the Company to acquire any specific number of shares. It may be modified, suspended, extended, or terminated by the Company at any time without prior notice and may be executed through open-market purchases, privately negotiated transactions or otherwise, and the Company may enter into Rule 10b5-1 trading plans in connection with such repurchases. This new authorization replaces the Company’s previous share repurchase authorization announced in February of last year.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). These forward-looking statements are based on beliefs and assumptions as of the date such statements are made and are subject to risks and uncertainties. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including “expect,” “anticipate,” “project,” “will,” “should,” “believe,” “intend,” “plan,” “estimate,” “potential,” “target,” “would,” and similar expressions, although not all forward-looking statements contain these identifying terms.
These forward-looking statements are based on our current expectations and assumptions and on information currently available to management and include, among others, statements regarding, as of the date such statements are made:
our beliefs and expectations regarding our business strategies and competitive strengths;
our beliefs regarding procurement challenges and the nature of our contractual arrangements and renewal rates and their impact on our future financial results;
our beliefs regarding our acquisition platform and ability to execute and successfully integrate strategic acquisitions;
our beliefs regarding the future demand for our services, the seasonal and cyclical volatility of our business, financial condition, results of operations, and cash flows;
our beliefs regarding the recurring and repeat nature of our business, customers and revenues, and its impact on our cash flows and organic growth opportunities and our belief that it helps mitigate the impact of economic downturns;
our intent to continue to grow our business, both organically and through acquisitions, and our beliefs regarding the impact of our business strategies on our growth;
our beliefs regarding our customer relationships and plans to grow existing business and expand service offerings;
our beliefs regarding our ability to pass along commodity price increases to our customers;
our expectations regarding the cost of compliance with laws and regulations;
our expectations regarding labor matters;
our beliefs regarding market risk, including our exposure to foreign currency fluctuations, and our ability to mitigate that risk;
our expectations and beliefs regarding accounting and tax matters;
our beliefs regarding the effectiveness of the steps taken to remediate previously reported material weaknesses in our internal control over financial reporting;
our expectations regarding future capital expenditures;
our expectations regarding future expenses in connection with our multi-year restructuring program, including those related to workforce reductions;
our expectations regarding future pension contributions; and
our beliefs regarding the sufficiency of our current sources of liquidity to fund our future liquidity requirements, our expectations regarding the types of future liquidity requirements and our expectations regarding the availability of future sources of liquidity.
These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this quarterly report and in our Annual Report on Form 10-K, filed on February 26, 2025, including those described under “Cautionary Note Regarding Forward Looking Statements” and “Risk Factors” in such Form 10-K, and other filings we make with the SEC. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this quarterly report may not occur, and actual results could differ materially and
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adversely from those anticipated or implied in the forward-looking statements. Important factors that may materially affect the forward-looking statements include the following:
we operate in international markets, which subjects us to economic, political, and other risks;
we may not implement our new enterprise resource planning systems successfully, on time and on budget;
improperly managed projects or project delays may result in additional costs on claims against us;
we are a decentralized company and place significant decision-making authority with our subsidiaries’ management, supported by certain integrated policies and processes;
as part of our business strategy, we rely on our ability to successfully acquire other businesses, and integrate acquired businesses into our operations, and our inability to do so could adversely affect our business and results of operations;
higher interest rates increase the interest costs on our credit facilities and on our other floating rate indebtedness and could impact adversely our ability to refinance existing indebtedness or to sell assets;
adverse developments in the credit markets could adversely affect funding of significant projects in our industries and our ability to secure financing, take advantage of acquisition opportunities, or achieve our growth objectives;
a significant portion of our revenue is recognized over time based on estimates of contract revenue, costs, and profitability, and our reliance on such projections carries risk of a reduction or reversal of previously recorded revenue or profits;
we have a significant amount of goodwill and identifiable intangible assets that are subject to impairment in the future under certain circumstances;
any shortfalls in our operation and maintenance of effective controls over financial reporting creates certain risks;
our level of indebtedness, and the associated compliance obligations contained in the financial maintenance covenants in our credit facilities and restrictions on our operations set forth in the Credit Agreement (as later defined), increases the potential negative impact of interest rate increases and creates risks to our cash flow and operating flexibility;
we are self-insured against many potential liabilities, which makes estimating our future expenses for claims difficult and which increases the financial risks associated with the realization of such potential liabilities;
we may not accurately estimate the costs associated with services provided under fixed price contracts;
a portion of our contracts allocate the risks of price increases, or reductions in the supply, of the materials we use in our business to us;
our contracts portfolio contains many highly-regulated government contracts and guaranties of subsidiary contracts, which present elevated risks in the event of contract breach, as well as elevated risks in the event of changes in spending or budgetary priorities, or delays in contract awards;
our contracts portfolio is primarily comprised of contracts with durations of less than six months, many of which are subject to reduction or cancellation, which present risks that turn on our ability to maintain a stable pipeline of projects;
we maintain a workforce based upon current and anticipated workloads. We could incur significant costs and reduced profitability from underutilization of our workforce if we do not receive future contract awards, if contract awards are delayed, or if there is a significant reduction in the level of services we provide. Additionally, shortages of skilled labor could impede our ability to provide timely, cost-effective services to our customers;
a large portion of our workforce is covered by collective bargaining agreements, works council arrangements and benefit pension plans, which limits our discretion in the management of covered employees, carries a risk of strikes or other concerted activities that may impair our operations, subjects us to potential works council claims and litigation and imposes obligations to fund certain pension plans;
we are vulnerable to the economic conditions affecting the industries we serve, including the construction and technology industries, the energy sector, and data centers, which present risks of a decline in demand
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for our services or in the financial condition of our customers and their ability and willingness to invest in infrastructure projects;
a portion of our expected future growth is based on the ability and willingness of public and private entities to invest in infrastructure;
our business is subject to operational hazards due to the nature of services we provide and the conditions in which we operate, including some factors which may be outside of our control, including electricity, fires, explosions, mechanical failures and weather-related incidents;
in our business we face regular litigation across a broad range of claims, including health, safety, and environmental regulation proceedings, as well as costs related to damages we may be assessed relating to our contractual obligations, or as a result of product liability claims against our customers;
certain of the markets we serve are seasonal, and our projects can be negatively impacted by poor or extreme weather;
we operate as a holding company, and as such rely on our subsidiaries to provide cash for our operations and obligations, including distributions and dividends, if any;
we have outstanding equity instruments that require us to issue additional shares of common stock in the future and we may issue additional preferred stock or make other changes to our ownership structure to generate additional capital. These activities may dilute your ownership interests and, among other reasons, reduce the value of our common stock;
as part of our incorporation and bylaws in Delaware, we are subject to certain provisions that limit stockholders' actions;
we maintain confidential data and information which exposes us to risks associated with cybersecurity incidents and compliance with data privacy and security laws, identity protection and information security;
we face risks associated with deterioration in our performance of services, increases in healthcare costs, significant employee misconduct, and adverse regulatory changes, all of which may negatively impact our operations and financial results; and
our success ultimately depends on our ability to compete successfully in the industries and markets we serve which may be jeopardized by the loss of key senior management personnel or a shortage of highly skilled personnel.
The factors identified above are believed to be important factors, but not necessarily all of the important factors, which could cause actual results to differ materially from those expressed in any forward-looking statement made by us. Other factors not discussed herein could also have a material adverse effect on us. You should not rely upon forward-looking statements as predictions of future events. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. These forward-looking statements speak only as of the date of this quarterly report. We assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, except as required by applicable law.
All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in this quarterly report and hereafter in our other SEC filings and public communications. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) section should be read in conjunction with the interim unaudited condensed consolidated financial statements (the "Interim Statements") and related notes included in this quarterly report, and the Company's 2024 audited annual consolidated financial statements, the related notes thereto and under the heading "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and other disclosures contained in our Annual Report on Form 10-K, including financial results for the year ended December 31, 2024. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements. Factors that might cause a difference include, but are not limited to, those discussed under the “Cautionary Note Regarding Forward Looking Statements” section of this quarterly report.
We prepare our financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”). To supplement our financial results presented in accordance with GAAP in this MD&A section, we present EBITDA, which is a non-GAAP financial measure, to assist readers in understanding our performance and provide an additional perspective on trends and underlying operating results on a period-to-period comparable basis. Non-GAAP financial measures either exclude or include amounts not reflected in the most directly comparable measure calculated and presented in accordance with GAAP. Where a non-GAAP financial measure is used, we have provided the most directly comparable measure calculated and presented in accordance with GAAP, a reconciliation to the GAAP measure and a discussion of the reasons why management believes this information is useful to it and may be useful to investors.
Unless the context otherwise requires, all references in this section to “APG,” the “Company”, “we,” “us,” and “our” refer to APi Group Corporation and its subsidiaries.
Overview
We are a global, market-leading business services provider of fire and life safety, security, elevator and escalator, and specialty services with a substantial recurring revenue base and over 500 locations worldwide. We provide statutorily mandated and other contracted services to a strong base of long-standing customers across industries. We have a winning leadership culture driven by entrepreneurial business leaders that deliver innovative solutions to our customers.
We operate our business under three primary operating segments, which aggregate to our two reportable segments:
Safety Services – A leading provider of safety services in North America, Europe, and Asia-Pacific, focusing on end-to-end integrated occupancy systems (fire protection solutions, entry systems, and elevators and escalators), including design, installation, inspection, and service of these integrated systems. The work performed within this segment spans across industries and facilities and includes commercial, education, healthcare, high tech, industrial, and special-hazard settings.
Specialty Services – A leading provider of a variety of infrastructure services and specialized industrial plant services, which include maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer, and telecommunications infrastructure, as well as design, installation, inspection, and service of Heating, Ventilation, and Air Conditioning (“HVAC”) systems. Our services include engineering and design, fabrication, installation, maintenance service and repair, retrofitting and upgrading, pipeline infrastructure, access and road construction, supporting facilities, and performing ongoing integrity management and maintenance to customers within the energy industry. Customers within this segment vary from private and public utilities, communications, healthcare, education, transportation, manufacturing, industrial plants and governmental agencies throughout North America.
In January 2025, due to a change in the way the businesses are managed, we realigned our segments by moving the HVAC business from Safety Services to Specialty Services. As a result, beginning in January 2025, HVAC business leadership responsibility and full accountability was transferred to report through the Specialty Services segment and information for the HVAC business is combined with the Specialty Services segment within the information reviewed by the CODM. As such, we have recast all historical segment information to reflect current period presentation.
We focus on growing our recurring revenues and repeat business from our diversified long-standing customers across a variety of end markets, which we believe provides us with stable cash flows and a platform for organic growth. We believe maintenance and service revenues are generally more predictable through contractual arrangements with typical terms
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ranging from days to three years, with the majority having short durations and are often recurring due to consistent renewal rates and long-standing customer relationships.
For financial information about our segments see Note 17 – “Segment Information” to our condensed consolidated financial statements included herein.
RECENT DEVELOPMENTS AND CERTAIN FACTORS AND TRENDS AFFECTING OUR RESULTS OF OPERATIONS
Acquisitions
On February 3, 2025, we completed an acquisition in the Safety Services Segment. The aggregate consideration paid was approximately $8 million.
For additional information about our acquisition activity, see Note 3 – "Business Combinations" to our condensed consolidated financial statements included herein.
Restructuring
During 2022, we announced our multi-year Chubb restructuring program designed to drive efficiencies and synergies and optimize operating margin. The Chubb restructuring program includes expenses related to workforce reductions, lease termination costs, and other facility rationalization costs through fiscal year 2025.
During the three months ended March 31, 2025, we incurred no pre-tax restructuring costs within the Safety Services segment in connection with the Chubb restructuring program. In total, we estimate that we will recognize approximately $125 million of restructuring and other costs related to the Chubb restructuring program by the end of fiscal year 2025.
For additional information about our restructuring activity, see Note 4 – "Restructuring" to our condensed consolidated financial statements included herein.
Economic, Industry and Market Factors
We closely monitor the effects of general changes in economic and market conditions on our customers. General economic and market conditions can positively or negatively affect demand for our customers’ products and services, which can impact their planned capital and maintenance budgets in certain end markets. Market, regulatory, and industry factors could affect demand for our services. Availability of transportation and transmission capacity and fluctuations in market prices for energy and other fuel sources can also affect demand for our services for pipeline and power generation construction services. These fluctuations, as well as the highly competitive nature of our industries, have resulted, and may continue to result, in lower proposals and lower profit on the services we provide. Increased volatility in the global economy, and the recently announced increased tariffs on imported goods by the United States, Canada, and other countries, may also impact the financial results of some of our businesses. These tariffs have a direct impact on the cost of certain materials utilized in the services we provide and will increase the overall cost of projects which could lower project activity and impact the demand for our services. In the face of increased pricing pressure on key materials or other market developments, we strive to maintain our profit margins through productivity improvements, cost reduction programs, pricing adjustments, and business streamlining efforts. Increased competition for skilled labor resources and higher labor costs can reduce our profitability and impact our ability to deliver timely service to our customers. We have experienced supply chain disruptions, which have negatively impacted the source and supply of materials needed to perform our work. In addition, fluctuations in foreign currencies may have an impact on our financial position and results of operations. However, we believe that our exposure to transactional gains or losses resulting from changes in foreign currencies is limited because our foreign operations primarily invoice and collect receivables in their respective local or functional currencies, and the expenses associated with these transactions are generally contracted and paid for in the same local currencies. In cases where operational transactions represent a material currency risk, we generally enter into cross-currency swaps. Refer to Note 8 – "Derivatives" to our condensed consolidated financial statements included in this quarterly report for additional information on our hedging activities. While we actively monitor economic, industry and market factors that could affect our business, we cannot predict the effect that changes in such factors may have on our future consolidated results of operations, liquidity, and cash flows, and we may be unable to fully mitigate, or benefit from, such changes.
Effect of Seasonality and Cyclical Nature of Business
Our net revenues and results of operations can be subject to variability stemming from seasonal and other variations. Seasonal variations can be influenced by weather conditions impacting customer spending patterns, contract award seasons,
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and project schedules, as well as the timing of holidays. Consequently, net revenues for our businesses are typically lower during the first and second quarters due to the prevalence of unfavorable weather conditions within our North American companies, which can cause project delays and affect productivity.
Additionally, the industries we serve can be cyclical. Fluctuations in end-user demand, or in the supply of services within those industries, can affect demand for our services. As a result, our business may be adversely affected by industry declines or by delays in new projects. Variations or unanticipated changes in project schedules in connection with large projects can create fluctuations in net revenues.
Recent Accounting Pronouncements
A summary of recent accounting pronouncements is included in Note 2 – “Recent Accounting Pronouncements” to our condensed consolidated financial statements included herein.
DESCRIPTION OF KEY LINE ITEMS
Net revenues
Net revenues are generated from the sale of various types of contracted services, fabrication, and distribution. We derive net revenues primarily from services under contractual arrangements with durations ranging from days to three years, with the majority having durations of less than six months, and which may provide the customer with pricing options that include a combination of fixed, unit, or time and material pricing. Net revenues for fixed price agreements are generally recognized over time using the cost-to-cost method of accounting which measures progress based on the cost incurred to total expected cost in satisfying our performance obligation.
Net revenues from time and material contracts are recognized as the services are provided. Net revenues earned are based on total contract costs incurred plus an agreed upon markup. Net revenues for these cost-plus contracts are recognized over time on an input basis as labor hours are incurred, materials are utilized, and services are performed. Net revenues from wholesale or retail unit sales are recognized at a point-in-time upon shipment.
Cost of revenues
Cost of revenues consists of direct labor, materials, subcontract costs, and indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. Labor costs are considered to be incurred as the work is performed. Subcontractor labor is recognized as the work is performed.
Gross profit
Our gross profit is influenced by direct labor, materials, and subcontract costs. Our profit margins are also influenced by raw material costs, contract mix, weather, and proper coordination with contract providers. Labor-intensive contracts usually drive higher margins than those contracts that include material, subcontract, and equipment costs.
Selling, general, and administrative ("SG&A") expenses
Selling expenses consist primarily of compensation and associated costs for sales and advertising, trade shows, and corporate marketing. General and administrative expenses consist primarily of compensation and associated costs for executive management, personnel, facility leases, impairment, administrative expenses associated with accounting, finance, legal, information systems, leadership development, human resources, and risk management, and overhead associated with these functions. General and administrative expenses also include outside professional fees, and other corporate expenses.
Amortization of intangible assets
Amortization expense reflects the charges incurred to amortize our finite-lived identifiable intangible assets, such as customer relationships, which are amortized over their estimated useful lives. There is a portion of amortization expense related to the backlog intangible assets reflected in cost of revenues in the condensed consolidated statements of operations.
Investment expense and other, net
Investment expense and other, net includes expense (income) from foreign currency forward contracts, cross-currency swaps, interest rate swaps agreements, joint ventures, non-service pension cost, and other miscellaneous items. Non-
36

service pension cost reflects the sum of the components of pension expense not related to service expense, i.e. interest expense, expected return on assets, and amortizations of prior service expenses and actuarial gains and losses.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
For information regarding our Critical Accounting Policies, see the “Critical Accounting Policies” section of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
RESULTS OF OPERATIONS
The following is a discussion of our financial condition and results of operations during the three months ended March 31, 2025 and the three months ended March 31, 2024. During 2025, the Company moved the HVAC business from the Safety Services segment to the Specialty Services segment, and prior period amounts in this discussion have been recast to reflect the current period presentation.
Three months ended March 31, 2025 compared to the three months ended March 31, 2024
Three Months Ended March 31,Change
($ in millions)20252024$%
Net revenues$1,719 $1,601 $118 7.4 %
Cost of revenues1,177 1,109 68 6.1 %
Gross profit542 492 50 10.2 %
Selling, general, and administrative expenses458 392 66 16.8 %
Operating income84 100 (16)(16.0)%
Interest expense, net38 34 11.8 %
Investment expense and other, net— (100.0)%
Other expense, net38 37 2.7 %
Income before income taxes46 63 (17)(27.0)%
Income tax provision11 18 (7)(38.9)%
Net income$35 $45 $(10)(22.2)%
Net revenues
Net revenues for the three months ended March 31, 2025 were $1,719 million compared to $1,601 million for the same period in 2024, an increase of $118 million or 7.4%. The increase in net revenues was primarily driven by revenue from acquisitions completed, pricing improvements, growth in inspection, service, and monitoring revenue, and project revenue growth in the Safety Services segment, partially offset by an anticipated decrease in Specialty Services revenues.
Gross profit
The following table presents our gross profit (net revenues less cost of revenues) and gross margin (gross profit as a percentage of net revenues) for the three months ended March 31, 2025 and 2024, respectively:
Three Months Ended March 31,Change
($ in millions)20252024$%
Gross profit$542 $492 $50 10.2 %
Gross margin31.5 %30.7 %
Our gross profit for the three months ended March 31, 2025 was $542 million compared to $492 million for the same period in 2024, an increase of $50 million or 10.2%. Gross margin for the three months ended March 31, 2025 was 31.5%, an increase of 80 basis points compared to the prior year period, primarily due to disciplined project and customer selection, pricing improvements, and savings in our Safety Services segment related to the Chubb restructuring program.
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Operating expenses
The following table presents operating expenses and operating margin (operating income as a percentage of net revenues) for the three months ended March 31, 2025 and 2024, respectively:
Three Months Ended March 31,Change
($ in millions)20252024$%
Selling, general, and administrative expenses$458 $392 $66 16.8 %
SG&A expenses as a % of net revenues26.6 %24.5 %
SG&A expenses (excluding amortization) (non-GAAP)$401 $342 $59 17.3 %
SG&A expenses (excluding amortization) as a % of net revenues (non-GAAP)23.3 %21.4 %
Selling, general, and administrative expenses
Our SG&A expenses for the three months ended March 31, 2025 were $458 million compared to $392 million for the same period in 2024, an increase of $66 million. SG&A expenses as a percentage of net revenues was 26.6% during the three months ended March 31, 2025 compared to 24.5% for the same period in 2024. The increase in SG&A expenses was primarily driven by SG&A expenses from acquisitions completed, non-recurring systems and business enablement expenses, and acquisition costs that are non-recurring in nature in the three months ended March 31, 2025 compared to 2024, partially offset by savings related to the Chubb restructuring program. Our SG&A expenses excluding amortization for the three months ended March 31, 2025 were $401 million, or 23.3% of net revenues, compared to $342 million, or 21.4% of net revenues, for the same period of 2024. The increase in SG&A expenses excluding amortization as a percentage of net revenues is primarily due to the factors discussed above. See the discussion and reconciliation of our non-GAAP financial measures below.
Interest expense, net
Interest expense was $38 million and $34 million for the three months ended March 31, 2025 and 2024, respectively. The increase in interest expense was primarily due to an increase in average debt volume and discontinuation of benefit from certain derivatives partially offset by a decrease in floating rates and the benefits from May 2024 and February 2025 repricings.
Investment expense and other, net
Investment expense and other, net was $0 million for the three months ended March 31, 2025 compared to $3 million of expense for the same period of 2024. The decrease in investment expense and other was primarily due to a decrease in the loss associated with the impact of foreign currency exchange rates in the current year.
Income tax provision
The effective tax rate for the three months ended March 31, 2025 was 23.4% compared to 28.0% in the same period of 2024. The difference in the effective tax rate was driven by discrete and nondeductible permanent items. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0% is due to nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, state taxes, and discrete items.
The Organization for Economic Co-operation and Development ("OECD") has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as "Pillar 2"), with certain aspects of Pillar 2 effective January 1, 2024 and other aspects effective January 1, 2025. While it is uncertain whether the U.S. will enact legislation to adopt Pillar 2, certain countries in which we operate have adopted the legislation, and other countries are in the process of introducing legislation to implement Pillar 2. The Company continues to evaluate and monitor but does not expect for Pillar 2 to have a material impact on the effective tax rate or the consolidated financial statements.
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Net income and Adjusted EBITDA
The following table presents net income and Adjusted EBITDA for the three months ended March 31, 2025 and 2024, respectively:
Three Months Ended March 31,Change
($ in millions)20252024$%
Net income$35 $45 $(10)(22.2 %)
Adjusted EBITDA (non-GAAP)193 175 18 10.3 %
Net income as a % of net revenues2.0 %2.8 %
Adjusted EBITDA as a % of net revenues11.2 %10.9 %
Our net income for the three months ended March 31, 2025 was $35 million compared to $45 million for the same period in 2024, a decrease of $10 million. The decrease is attributable to non-recurring SG&A expenses discussed above, partially offset by gross margin expansion from the factors previously referenced. Net income as a percentage of net revenues for the three months ended March 31, 2025 and 2024 was 2.0% and 2.8%, respectively. Adjusted EBITDA for the three months ended March 31, 2025 was $193 million compared to $175 million for the same period in 2024, an increase of $18 million. The Adjusted EBITDA improvement is attributable to acquisitions completed in our Safety Services segment, improved operating margin due to pricing improvements and disciplined project and customer selection, and savings in our Safety Services segment related to the Chubb restructuring program. See the discussion and reconciliation of our non-GAAP financial measures below.
Segment Results for the three months ended March 31, 2025 compared to the three months ended March 31, 2024
Net Revenues
Three Months Ended March 31,Change
($ in millions)20252024$%
Safety Services$1,267 $1,117 $150 13.4 %
Specialty Services453 486 (33)(6.8)%
Corporate and Eliminations(1)(2)NMNM
$1,719 $1,601 $118 7.4 %
Segment Earnings
Three Months Ended March 31,Change
($ in millions)20252024$%
Safety Services$199 $165 $34 20.6 %
Safety Services segment earnings as a % of net revenues15.7 %14.8 %
Specialty Services$29 $43 $(14)(32.6 %)
Specialty Services segment earnings as a % of net revenues6.4 %8.8 %
Corporate and Eliminations$(35)$(33)NMNM
Adjusted EBITDA (non-GAAP)$193 $175 $18 10.3 %
NM = Not meaningful
The following discussion breaks down the net revenues and segment earnings by operating segment for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
Safety Services
Safety Services net revenues for the three months ended March 31, 2025 increased by $150 million or 13.4% compared to the same period in 2024. The increase was primarily driven by revenue from acquisitions completed during the last year, pricing improvements, and strong growth in inspection, service, and monitoring revenues as well as project revenues.
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Safety Services segment earnings as a percentage of net revenues for the three months ended March 31, 2025 and 2024 was approximately 15.7% and 14.8%, respectively. The increase was primarily due to disciplined customer and project selection, pricing improvements, and value capture initiatives.
Specialty Services
Specialty Services net revenues for the three months ended March 31, 2025 decreased by $33 or 6.8% compared to the same period in 2024. The decrease was driven by an anticipated decrease in project and service revenues and adverse weather impacts.
Specialty Services segment earnings as a percentage of net revenues for the three months ended March 31, 2025 and 2024 was approximately 6.4% and 8.8%, respectively. The decrease was driven by lower fixed cost absorption due to lower net revenues from factors discussed above.
Non-GAAP Financial Measures
We supplement our reporting of consolidated financial information determined in accordance with GAAP with SG&A expenses (excluding amortization) and adjusted EBITDA (defined below), which are non-GAAP financial measures. We use these non-GAAP financial measures to evaluate our performance, both internally and as compared with our peers because they exclude certain items that may not be indicative of our core operating results. Management believes these measures are useful to investors since they (a) permit investors to view our performance using the same tools that management uses to evaluate our past performance and prospects for future performance, (b) permit investors to compare us with our peers, (c) in the case of adjusted EBITDA, determine certain elements of management’s incentive compensation, and (d) provide consistent period-to-period comparisons of the results.
These non-GAAP financial measures, however, have limitations as analytical tools and should not be considered in isolation from, a substitute for, or superior to, the related financial information we report in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses required by GAAP to be recorded in our financial statements and may not be comparable to similarly titled measures of other companies due to potential differences in calculation methods. In addition, these measures are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded or included in determining these non-GAAP financial measures. Investors are encouraged to review the following reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measures and not to rely on any single financial measure to evaluate our business.
SG&A expenses (excluding amortization)
SG&A expenses (excluding amortization) is a measure of operating costs used by management to manage the business. We believe this non-GAAP measure provides meaningful information and helps investors understand our core selling, general, and administrative expenses excluding acquisition-related amortization expense charges to better enable investors to understand our financial results and assess our prospects for future performance.
The following tables present reconciliations of SG&A expenses to SG&A expenses (excluding amortization) for the periods indicated:
Three Months Ended March 31,
($ in millions)20252024
Reported SG&A expenses$458 $392 
Adjustments to reconcile to SG&A expenses to SG&A expenses (excluding amortization)
Amortization expense(57)(50)
SG&A expenses (excluding amortization)$401 $342 
Adjusted EBITDA
Adjusted earnings before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) is the measure of profitability used by management to manage the business. Adjustments include expenses that are non-recurring in nature and that may not be indicative of the Company’s core operating results, including systems and business enablement expenses, business transformation expenses, and other expenses for the integration of acquired businesses, the impact and results of
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businesses classified as assets held-for-sale and divested, and one-time and other infrequent events such as impairment charges, restructuring costs, transaction and other costs related to acquisitions, and non-service pension cost. We supplement the reporting of our consolidated financial information with adjusted EBITDA. We believe this non-GAAP measure provides meaningful information and helps investors understand our financial results and assess our prospects for future performance.
The following table presents a reconciliation of net income to adjusted EBITDA for the periods indicated:
Three Months Ended March 31,
($ in millions)20252024
Reported net income
$35 $45 
Adjustments to reconcile net income to adjusted EBITDA:
Interest expense, net38 34 
Income tax provision11 18 
Depreciation20 19 
Amortization60 50 
Contingent consideration and compensation
Non-service pension cost
Systems and business enablement12 — 
Business process transformation expenses
Acquisition related expenses
Restructuring program related costs
Other$$(9)
Adjusted EBITDA$193 $175 
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our primary sources of liquidity are cash flows from the operating activities of our consolidated subsidiaries, available cash and cash equivalents, our access to our $500 million five-year senior secured revolving credit facility (the "Revolving Credit Facility") and the proceeds from debt and equity offerings. We believe these sources will be sufficient to fund our liquidity requirements for at least the next twelve months. Although we believe we have sufficient resources to fund our future cash requirements, there are many factors with the potential to influence our cash flow position including weather, seasonality, commodity prices, market conditions, and inflation, over which we have no control.
As of March 31, 2025, we had $954 million of total liquidity, comprising $460 million in cash and cash equivalents and $494 million ($500 million less outstanding letters of credit of approximately $6 million, which reduce availability) of available borrowings under our Revolving Credit Facility.
During 2022, we completed the Second Amendment to our credit agreement. As part of this amendment, we entered into a $1,100 million seven year incremental term loan ("2021 Term Loan"), the Revolving Credit Facility was upsized by $200 million to $500 million, the maturity date of the Revolving Credit Facility was extended five years, and the letter of credit limit was increased by $100 million to $250 million.
During 2023, we completed the Fourth Amendment to our credit agreement, repricing our 2019 Term Loan and 2021 Term Loan. The repricing reduced the applicable margin on all outstanding amounts by 25 basis points. Additionally, $422 million of the 2019 Term Loan was extended to the 2021 Term Loan and assumed all the same terms as the repriced 2021 Term Loan. We made a repayment of $100 million on the 2019 Term Loan concurrent with the close of this transaction.
During 2024, we completed the Fifth Amendment to our credit agreement, upsizing our 2021 Term Loan by $300 million. The loan proceeds were directed as consideration for a portion of the purchase price for the Series B Preferred Stock Conversion. We also completed the Sixth Amendment to our credit agreement, repaying the 2019 Term Loan and refinancing the 2021 Term Loan through an upsizing and repricing. We incurred approximately $550 million of incremental principal on our 2021 Term Loan. The proceeds were used to repay the remaining $330 million of the 2019 Term Loan, repay $100 million of the Revolving Credit Facility outstanding, and for general corporate purposes, including to partially fund the Elevated acquisition. Additionally, we made a repayment of $100 million on the 2021 Term Loan.
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During 2024, we issued 12,650,000 shares of Company common stock in a public underwritten offering. The proceeds from this offering totaled approximately $458 million, net of related expenses. We expect to use the net proceeds from this offering for general corporate purposes, which may include future acquisitions and other business opportunities, capital expenditures and working capital.
During the first quarter of 2025, we completed the Seventh Amendment to our credit agreement, repricing the 2021 Term Loan. The repricing reduced the applicable margin on the 2021 Term Loan by 25 basis points.
Our principal liquidity requirements have been, and we expect will continue to be, for working capital and general corporate purposes, including capital expenditures and debt service, identifying, executing, and integrating strategic acquisitions and business transformation transactions or initiatives, as well as any accrued consideration and compensation due to selling shareholders, including tax payments in connection therewith.
In 2024, our Board of Directors authorized a stock repurchase program ("SRP") to purchase up to an aggregate of $1,000 million of shares of our common stock. This stock repurchase program will expire when the authorized amount is exhausted, unless otherwise modified or terminated by our Board of Directors at any time in its sole discretion. This stock repurchase program is indefinite, unless otherwise modified or terminated by our Board of Directors at any time in its sole discretion. During 2024, we repurchased 16,260,160 shares of common stock for approximately $600 million. During the three months ended March 31, 2025, we repurchased 2,063,715 shares of common stock for approximately $75 million. As of March 31, 2025, we had approximately $325 million of authorized repurchases remaining under the SRP.
In April 2025, our Board of Directors authorized a new share repurchase program to purchase up to $1,000 million of shares of our common stock. The timing, amount and manner of any repurchases under the new repurchase program will be determined at the discretion of our leadership based on a number of factors, including the availability of capital, capital allocation alternatives, and market conditions for our common stock. The share repurchase program is open-ended and does not require us to acquire any specific number of shares. It may be modified, suspended, extended, or terminated by us at any time without prior notice and may be executed through open-market purchases, privately negotiated transactions or otherwise, and we may enter into Rule 10b5-1 trading plans in connection with such repurchases. This new authorization replaces our previous share repurchase authorization announced in 2024.
Cash Flows
The following table summarizes net cash flows with respect to our operating, investing and financing activities for the periods indicated:
Three Months Ended March 31,
($ in millions)20252024
Net cash provided by operating activities62 
Net cash used in investing activities(14)(22)
Net cash used in financing activities(98)(213)
Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash10 (4)
Net decrease in cash, cash equivalents, and restricted cash$(40)$(232)
Cash, cash equivalents, and restricted cash, end of period$461 $248 
Net Cash Provided by Operating Activities
Net cash provided by operating activities was $62 million for the three months ended March 31, 2025 compared to $7 million for the same period in 2024. The increase in cash provided by operating activities is primarily due to improvements in working capital efficiencies associated with the various services we provided in the three months ended March 31, 2025 compared to the same period of the prior year. Cash flow from operations is primarily driven by changes in the mix and timing of demand for our services and working capital needs associated with the various services we provide. Working capital is primarily affected by changes in total accounts receivable, accounts payable, accrued expenses, and contract assets and contract liabilities, all of which tend to be related and are affected by changes in the timing and volume of work performed.
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Net Cash Used in Investing Activities
Net cash used in investing activities was $14 million for the three months ended March 31, 2025 compared to $22 million for the same period in 2024. During the three months ended March 31, 2025, we had proceeds on the sale of property and equipment of $4 million, compared to $23 million for the same period in 2024, offset by cash used in acquisitions of $6 million and $23 million in the three months ended March 31, 2025 and 2024, respectively.
Net Cash Used in Financing Activities
Net cash used in financing activities was $98 million for the three months ended March 31, 2025 compared to $213 million for the same period in 2024. The decrease in cash used in financing activities was primarily driven by stock repurchases. The cash used in financing activities for the three months ended March 31, 2025 was driven by $75 million of share repurchases and $19 million of restricted shares tendered for taxes, while in the three months ended March 31, 2024, the cash used in financing activities was driven by the Series B Preferred Stock Conversion. In the three months ended March 31, 2024, $300 million of proceeds from the 2021 Term Loan and $100 million from the Revolving Credit Facility were used for share repurchases of $600 million during the Series B Preferred Stock Conversion.
Financing Activities
Credit Agreement
We have entered into a Credit Agreement by and among APi Group DE, Inc., our wholly-owned subsidiary, as borrower ("APi Group DE"), APG as a guarantor, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto, and Citibank N.A., as administrative agent and as collateral agent (the “Credit Agreement”) which provides for: (1) a term loan facility, pursuant to which we incurred the $1,200 million term loan ("2019 Term Loan") used to fund a part of the cash portion of the purchase price in the APi Acquisition, and a $1,100 million seven-year incremental term loan ("2021 Term Loan") used to fund a portion of the purchase price in the Chubb acquisition, and (2) a $500 million Revolving Credit Facility of which up to $250 million can be used for the issuance of letters of credit.
During the first quarter of 2025, we completed the Seventh Amendment to our credit agreement, repricing the 2021 Term Loan. The repricing reduced the applicable margin on the 2021 Term Loan by 25 basis points.
During 2024, we completed the Fifth Amendment to our credit agreement, upsizing our 2021 Term Loan by an aggregate principal amount equal to $300 million. The loan proceeds were directed as consideration for a portion of the purchase price for the Series B Preferred Stock Conversion. During 2024, we also completed the Sixth Amendment to our credit agreement, upsizing and repricing the 2021 Term Loan and repaying the 2019 Term Loan. The repricing reduced the applicable margin on the 2021 Term Loan by 50 basis points and removed the credit spread adjustment ("CSA"). As part of this transaction, we incurred approximately $550 million of incremental principal on our 2021 Term Loan. The proceeds were used to repay the remaining $330 million of the 2019 Term Loan, repay $100 million of the Revolving Credit Facility outstanding, and for general corporate purposes, including to partially fund the Elevated acquisition. During 2024, we also made a $100 million repayment on the 2021 Term Loan.
The amended interest rate applicable to the 2021 Term Loan is, at our option, either (a) a base rate plus an applicable margin equal to 0.75% or (b) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.75%. The 2021 Term Loan matures on January 3, 2029. Based on the early prepayments we have made, we do not owe any quarterly principal amounts for the remainder of the 2021 Term Loan.
The interest rate applicable to borrowings under the Revolving Credit Facility is, at our option, either (a) a base rate plus an applicable margin equal to 1.25% or (2) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.25% plus a CSA.
The Credit Agreement contains customary representations and warranties, and affirmative and negative covenants, including covenants that, among other things, restrict our, and our restricted subsidiaries’, ability to (i) incur additional indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem capital stock; (iii) prepay, redeem or repurchase certain debt; (iv) make loans and investments; (v) sell, transfer and otherwise dispose of assets; (vi) incur or permit to exist certain liens; (vii) enter into transactions with affiliates; (viii) enter into agreements restricting subsidiaries’ ability to pay dividends; and (ix) consolidate, amalgamate, merge or sell all or substantially all assets. The Credit Agreement also contains customary events of default. Furthermore, with respect to the revolving credit facility, we must maintain a first lien net leverage ratio that does not exceed (i) 4.00 to 1.00 for each fiscal quarter ending in 2021, and (ii) 3.75 to 1.00 for each fiscal quarter ending thereafter, if on the last day of any fiscal quarter the outstanding amount of all revolving loans and
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letter of credit obligations (excluding undrawn letters of credit up to $40 million) under the Credit Agreement is greater than 30% of the total revolving credit commitments thereunder subject to a right of cure. Our first lien net leverage ratio as of March 31, 2025 was 1.7:1.0.
As of March 31, 2025, the 2021 Term Loan has $2,157 million remaining principal amount outstanding. We had no amounts outstanding under the Revolving Credit Facility, under which $494 million was available after giving effect to $6 million of outstanding letters of credit, which reduces availability.
Senior Notes
On June 22, 2021, APi Group DE completed a private offering of $350 million aggregate principal amount of 4.125% Senior Notes due 2029 (the “4.125% Senior Notes”), issued under an indenture, dated June 22, 2021. The 4.125% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by us and certain of our subsidiaries. The 4.125% Senior Notes will mature on July 15, 2029, unless redeemed earlier, and bear interest at a rate of 4.125% per year until maturity, payable semi-annually in arrears. We used the net proceeds from the sale of the 4.125% Senior Notes to repay a previously outstanding term loan, prepay a portion of the 2019 Term Loan and for general corporate purposes. As of March 31, 2025, we had $337 million aggregate principal amount of 4.125% Senior Notes outstanding.
On October 21, 2021, a wholly-owned subsidiary of the Company, completed a private offering of $300 million aggregate principal amount of 4.750% Senior Notes due 2029 (the “4.750% Senior Notes”) issued under an indenture dated October 21, 2021, as supplemented by a supplemental indenture dated January 3, 2022. The 4.750% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by us and certain of our subsidiaries. The 4.750% Senior Notes will mature on October 15, 2029, unless earlier redeemed, and bear interest at a rate of 4.750% per year until maturity, payable semi-annually in arrears. We used the net proceeds from the sale of the 4.750% Senior Notes to finance a portion of the consideration for the Chubb acquisition. As of March 31, 2025, we had $277 million aggregate principal amount of 4.750% Senior Notes outstanding.
Debt Covenants
We were in compliance with all covenants contained in the indentures governing the 4.125% Senior Notes and 4.750% Senior Notes and Credit Agreement as of March 31, 2025 and December 31, 2024.
Issuance and Conversion of Series B Preferred Stock
During 2022, we issued and sold 800,000 shares of our 5.5% Series B Redeemable Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"), for an aggregate purchase price of $800 million, pursuant to securities purchase agreements entered into on July 26, 2021 with certain investors. The net proceeds from the Series B Preferred Stock issuance were used to fund a portion of the consideration for the Chubb acquisition.
During 2024, we entered into a Conversion and Repurchase Agreement with Juno Lower Holdings L.P. ("Juno Lower Holdings"), FD Juno Holdings L.P. ("FD Juno Holdings", and together with Juno Lower Holdings, "Blackstone"), Viking Global Equities Master Ltd. ("VGEM") and Viking Global Equities II L.P. (VGE II, and collectively with VGEM, "Viking" and collectively with the Blackstone, the "Series B Holders") pursuant to which Blackstone and Viking agreed to convert all of the outstanding shares of the Series B Preferred Stock that they hold, which represents all of the Series B Preferred Stock outstanding. The transactions contemplated by the agreement (the "Series B Preferred Stock Conversion") were also consummated on February 28, 2024.
Under the terms of the agreement, (i) the Series B Holders each agreed to exercise their respective right to convert all of their Series B Preferred Stock into common stock, resulting in a total of 800,000 shares of Series B Preferred Stock being converted into approximately 32,803,519 shares of common stock (inclusive of approximately 283,196 shares attributable to accrued and unpaid dividends thereon (the "Conversion Shares") and (ii) upon issuance of the Conversion Shares, we agreed to immediately repurchase one-half of the Conversion Shares, on a pro rata basis, from the Series B Holders for an aggregate purchase price of $600 million.
The repurchase price was financed by (i) an incremental term facility of $300 million and (ii) cash and available credit from the balance sheet.
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Material Cash Requirements from Known Contractual and Other Obligations
Our material cash requirements from known contractual and other obligations primarily relate to the following, for which information on both a short-term and long-term basis is provided in the indicated notes to the Interim Statements and expected to be satisfied using cash generated from operations:
Debt – See Note 10 – "Debt" for future principal payments and interest rates on our debt instruments.
Tax Obligations – See Note 11 – "Income Taxes."
Pension obligations – See Note 12 – "Employee Benefit Plans."
Operating and Finance Leases – See Note 12 – "Leases" in the Annual Report on Form 10-K filed on February 26, 2025. We have not had material changes to our lease obligations during the three months ended March 31, 2025.
We make investments in our properties and equipment to enable continued expansion and effective performance of our business. Our capital expenditures are typically less than 1.5% of annual net revenues.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
As of March 31, 2025, our outstanding variable interest rate debt was primarily related to our $2,157 million 2021 Term Loan. To mitigate increases in variable interest rates, we have a $720 million interest rate swap, exchanging one-month SOFR for a rate of 3.59% per annum, maturing October 2026, and a $400 million interest rate swap exchanging one-month SOFR for a rate of 3.41% per annum, maturing January 2028. During 2024, we entered into a $720 million notional amount forward starting interest rate swap commencing in October 2026 and maturing in January 2029 that exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.13% over the term of the agreement. The remaining floating rate portfolio bears interest based on one-month SOFR plus 175 basis points. As of March 31, 2025, excluding letters of credit outstanding of $6 million, we had no amounts of outstanding revolving loans under our Credit Agreement.
Foreign Currency Risk
We have operations in over 20 countries globally. Revenues generated from foreign operations represented approximately 37% of our consolidated net revenues for the three months ended March 31, 2025. Net revenues and expenses related to our foreign operations are, for the most part, denominated in the functional currency of the foreign operation, which minimizes the impact fluctuations in exchange rates would have on net income or loss. We are subject to fluctuations in foreign currency exchange rates when transactions are denominated in currencies other than the functional currencies. Such transactions were not material to our operations during the three months ended March 31, 2025. These foreign currency transaction gains and losses, including hedging impacts, are classified in investment income and other, net, in the condensed consolidated statements of operations and were a gain (loss) of $0 million and $(1) million for the three months ended March 31, 2025 and 2024, respectively. These net foreign currency transaction gains and losses include derivative instruments designed to reduce foreign currency exchange rate risks. Translation gains or losses, which are recorded in accumulated other comprehensive loss in the condensed consolidated balance sheets, result from translation of the assets and liabilities of our foreign subsidiaries into U.S. dollars. Foreign currency translation gains (losses) totaled approximately $59 million and $(42) million for the three months ended March 31, 2025 and 2024, respectively.
Our exposure to fluctuations in foreign currency exchange rates has increased as a result of our international presence and may continue to increase in the future if we continue to expand our operations outside of the U.S. We seek to manage foreign currency exposure by minimizing our consolidated net assets and liability positions in currencies other than the functional currency of our foreign subsidiaries. However, we believe that our exposure to transactional gains or losses resulting from fluctuations in foreign currencies is limited because our foreign operations primarily invoice and collect receivables in their respective local or functional currencies, and the expenses associated with these transactions are generally contracted and paid for in the same local currencies. In order to manage foreign currency risk related to transactions in foreign currencies and the intercompany financing structure, we entered into cross-currency swaps to manage the foreign currency risk of certain intercompany loans. We also use foreign currency forward contracts as a way to mitigate foreign currency exposure.
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Other Market Risk
We are also exposed to market risks impacting our customer base due to the potential related impact on accounts receivable or contract assets on uncompleted contracts. The amounts recorded may be at risk if our customers’ ability to pay these obligations is negatively impacted by economic conditions. We continually monitor the creditworthiness of our customers and maintain ongoing discussions with customers regarding contract status with respect to change orders and billing terms. Therefore, management believes it takes appropriate action to manage market and other risks, but there is no assurance management will be able to reasonably identify all risks with respect to the collectability of these assets. See also “Revenue Recognition from Contracts with Customers” under Critical Accounting Estimates within Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
In addition, we are exposed to various supply chain risks, including the market risk of price fluctuations or availability of copper, steel, cable optic fiber, and other materials used as components of supplies or materials utilized in our operations. We are also exposed to increases in energy prices, particularly as they relate to gasoline prices for our vehicle fleet. Disruptions in our supply chain can occur due to market inefficiencies but can also be driven by other events, like cybersecurity breaches, pandemics, or similar disruptive events. While we believe we can increase our contract prices to adjust for some price increases in commodities, there can be no assurance that such price increases, if they were to occur, would be recoverable. Additionally, some of our fixed price contracts do not allow us to adjust prices and, as a result, increases in material costs could reduce profitability with respect to projects in progress.
Significant declines in market prices for oil, gas, and other fuel sources may also impact our operations. Prolonged periods of low oil and gas prices may result in projects being delayed or canceled and in a low oil and gas price environment, certain of our businesses could become less profitable or incur losses.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating such controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
As required by Rule 13a-15(b) of the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2025.
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as specified above. However, our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent or detect all errors and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Company have been detected.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a‑15(f) and 15d-15(f) under the Exchange Act. Under the supervision of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2025 based on the guidelines established in Internal Control — Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of March 31, 2025.
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Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
There have been no material changes to our risk factors contained in Part I, Item 1A. "Risk Factors" of our Form 10-K for the year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
The following table provides information about the Company's purchase of equity securities during the three months ended March 31, 2025:
During the Three Months Ended March 31, 2025Total Number of Shares Purchased (1)Average Price Paid Per ShareTotal Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Maximum Approximate Dollar Value of
Shares that May Yet Be Purchased Under
the Plans or Programs (in millions)
January 1, 2025 - January 31, 2025$— $— 
February 1, 2025 - February 28, 2025— — 
March 1, 2025 - March 31, 20252,063,71536.23 2,063,715325 
Total2,063,715$36.23 2,063,715$325 
(1)During 2024, we announced that our Board of Directors authorized a stock repurchase program (“SRP”) to purchase up to an aggregate of $1,000 million of shares of our common stock. Acquisitions pursuant to the SRP may be made from time to time through a combination of open market repurchases in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, accelerated share repurchase transactions, and/or other derivative transactions, at our discretion, as permitted by securities laws and other legal requirements. In connection with the SRP, we may enter into Rule 10b5-1 trading plans which would generally permit us to repurchase shares at times when we might otherwise be prevented from doing so under the securities laws. This stock repurchase program will expire when the authorized amount is exhausted, unless otherwise modified or terminated by our Board of Directors at any time in its sole discretion.
In April 2025, our Board of Directors authorized a new share repurchase program to purchase up to $1,000 million of shares of our common stock, replacing the previous share repurchase program announced in 2024. The timing, amount and manner of any repurchases under the new repurchase program will be determined at the discretion of our leadership based on a number of factors, including the availability of capital, capital allocation alternatives, and market conditions for our common stock. The share repurchase program is open-ended and does not require us to acquire any specific number of shares. It may be modified, suspended, extended, or terminated by us at any time without prior notice and may be executed through open-market purchases, privately negotiated transactions or otherwise, and we may enter into Rule 10b5-1 trading plans in connection with such repurchases.
ITEM 4. MINE SAFETY DISCLOSURES
Information regarding mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this quarterly report.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 trading arrangement
No officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the quarter ended March 31, 2025.
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ITEM 6. EXHIBITS
Exhibit No.Description of Exhibits
10.1
31.1*
31.2*
32.1**
32.2**
95.1*
101.INS*Inline XBRL Instance Document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*Filed herewith
**Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.
APi GROUP CORPORATION
May 1, 2025/s/ Russell A. Becker
Russell A. Becker
Chief Executive Officer
(Duly Authorized Officer)
May 1, 2025/s/ Glenn David Jackola
Glenn David Jackola
Chief Financial Officer
(Principal Financial Officer)
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Exhibit 31.1
CERTIFICATION
I, Russell A. Becker, Chief Executive Officer, certify that:
1.I have reviewed this quarterly report on Form 10-Q of APi Group Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 1, 2025
By:/s/ Russell A. Becker
Name:Russell A. Becker
Title:Chief Executive Officer


Exhibit 31.2
CERTIFICATION
I, Glenn David Jackola, Chief Financial Officer, certify that:
1.I have reviewed this quarterly report on Form 10-Q of APi Group Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 1, 2025
By:/s/ Glenn David Jackola
Name:Glenn David Jackola
Title:Chief Financial Officer


Exhibit 32.1
CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of APi Group Corporation (the “Company”) for the quarterly period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Russell Becker, as Chief Executive Officer, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 1, 2025
By:/s/ Russell A. Becker
Name:Russell A. Becker
Title:Chief Executive Officer


Exhibit 32.2
CERTIFICATION OF CFO PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of APi Group Corporation (the “Company”) for the quarterly period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Glenn David Jackola, as Chief Financial Officer, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 1, 2025
By:/s/ Glenn David Jackola
Name:Glenn David Jackola
Title:Chief Financial Officer


 
Exhibit 95.1
MINE SAFETY DISCLOSURES
 
The following disclosures are provided pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”).
 
Mine Safety Information
 
Whenever the Federal Mine Safety and Health Administration (“MSHA”) believes a violation of the Mine Act, any health or safety standard or any regulation has occurred, it may issue a citation which describes the alleged violation and fixes a time within which the U.S. mining operator must abate the alleged violation. In some situations, such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order removing miners from the area of the mine affected by the condition until the alleged hazards are corrected. When MSHA issues a citation or order, it generally proposes a civil penalty, or fine, as a result of the alleged violation, that the operator is ordered to pay. Citations and orders can be contested and appealed, and as part of that process, may be reduced in severity and amount, and are sometimes dismissed. The number of citations, orders and proposed assessments vary depending on the size and type (underground or surface) of the mine as well as by the MSHA inspector(s) assigned.
 
The following table includes information required by the Act for the three months ended March 31, 2025.
 
APi Inc.
 
Three Months Ended March 31, 2025
Operation /
MSHA Identification Number
Section 104 S&S Citations
(#)
Section 104(b) Orders
(#)
Section 104(d) Citations and Orders
(#)
Section 110(b)(2) Violations
(#)
Section 107(a) Orders
(#)
Total Dollar Value of MSHA Assessments Proposed
($)
Mining-Related Fatalities
(#)
Received Notice of Pattern of Violations Under Section 104(c)
(Yes/No)
Received Notice of Potential to Have Pattern Under Section 104(c)
(Yes/No)
Legal Actions Initiated During Period
(#)
Legal Actions Resolved During Period
(#)
Legal Actions Pending as of the End of the Period
 (#)
Eagle Mine/4607437
0
0
0
0
0
0
0
No
No
0
0
0
 
APi Group Life Safety USA
 
Three Months Ended March 31, 2025
Operation /
MSHA Identification Number
Section 104 S&S Citations
(#)
Section 104(b) Orders
(#)
Section 104(d) Citations and Orders
(#)
Section 110(b)(2) Violations
(#)
Section 107(a) Orders
(#)
Total Dollar Value of MSHA Assessments Proposed
($)
Mining-Related Fatalities
(#)
Received Notice of Pattern of Violations Under Section 104(c)
(Yes/No)
Received Notice of Potential to Have Pattern Under Section 104(c)
(Yes/No)
Legal Actions Initiated During Period
(#)
Legal Actions Resolved During Period
(#)
Legal Actions Pending as of the End of the Period
(#)
Pend Oreille Mine/4500366
0
0
0
0
0
0
0
No
No
0
0
0
Freeport-McMoRan Morenci Inc./0200024
0
0
0
0
0
0
0
No
No
0
0
0
Coeur Rochester /2601941
0
0
0
0
0
0
0
No
No
0
0
0
Continental Cement Company/2302434
0
0
0
0
0
0
0
No
No
0
0
0
Graymont Pilot Peak Plant / 2601906
0
0
0
0
0
0
0
No
No
0
0
0
American Soda LLC (Solvay Chemicals)/ 4801295
0
0
0
0
0
0
0
No
No
0
0
0
Big Island Mine & Refinery (Ciner Wyoming) / 48000154
0
0
0
0
0
0
0
No
No
0
0
0
US Borax Inc (Boron) / 400743
0
0
0
0
0
0
0
No
No
0
0
0
 
Davis Ulmer Sprinkler Company
 
Three Months Ended March 31, 2025
Operation /
MSHA Identification Number
Section 104 S&S Citations
(#)
Section 104(b) Orders
(#)
Section 104(d) Citations and Orders
(#)
Section 110(b)(2) Violations
(#)
Section 107(a) Orders
(#)
Total Dollar Value of MSHA Assessments Proposed
($)
Mining-Related Fatalities
(#)
Received Notice of Pattern of Violations Under Section 104(c)
(Yes/No)
Received Notice of Potential to Have Pattern Under Section 104(c)
(Yes/No)
Legal Actions Initiated During Period
(#)
Legal Actions Resolved During Period
(#)
Legal Actions Pending as of the End of the Period
 (#)
US Salt – Watkins Glen
0
0
0
0
0
0
0
No
No
0
0
0
Cargill – Watkins Glen
0
0
0
0
0
0
0
No
No
0
0
0
Cargill - Lansing
0
0
0
0
0
0
0
No
No
0
0
0
Cargill: 1252 PA-706, Wyalusing, PA 18853
0
0
0
0
0
0
0
No
No
0
0
0
 





The Jamar Company
 
Three Months Ended March 31, 2025
Operation /
MSHA Identification Number
Section 104 S&S Citations
(#)
Section 104(b) Orders
(#)
Section 104(d) Citations and Orders
(#)
Section 110(b)(2) Violations
(#)
Section 107(a) Orders
(#)
Total Dollar Value of MSHA Assessments Proposed
($)
Mining-Related Fatalities
(#)
Received Notice of Pattern of Violations Under Section 104(c)
(Yes/No)
Received Notice of Potential to Have Pattern Under Section 104(c)
(Yes/No)
Legal Actions Initiated During Period
(#)
Legal Actions Resolved During Period
(#)
Legal Actions Pending as of the End of the Period
 (#)
C6S
0
0
0
0
0
0
0
No
No
0
0
0
J03
0
0
0
0
0
0
0
No
No
0
0
0

Viking Automatic Sprinkler
  
Three Months Ended March 31, 2025
Operation /
MSHA Identification Number
Section 104 S&S Citations
(#)
Section 104(b) Orders
(#)
Section 104(d) Citations and Orders
(#)
Section 110(b)(2) Violations
(#)
Section 107(a) Orders
(#)
Total Dollar Value of MSHA Assessments Proposed
($)
Mining-Related Fatalities
(#)
Received Notice of Pattern of Violations Under Section 104(c)
(Yes/No)
Received Notice of Potential to Have Pattern Under Section 104(c)
(Yes/No)
Legal Actions Initiated During Period
(#)
Legal Actions Resolved During Period
(#)
Legal Actions Pending as of the End of the Period
 (#)
US Steel – MinnTac
2100282
0
0
0
0
0
0
0
No
No
0
0
0
US Steel – KeeTac 2103352
0
0
0
0
0
0
0
No
No
0
0
0
Cleveland Cliffs – Eveleth pit and Forbes Pellet Plant 2103403 & 2103404
0
0
0
0
0
0
0
No
No
0
0
0
Cleveland Cliffs – NorthShore Mining, Silver Bay Pellet Plant and Babbitt pit
2100209 & 2100831
0
0
0
0
0
0
0
No
No
0
0
0
ArcelorMittal Minorca Mine – pit/ plant
0
0
0
0
0
0
0
No
No
0
0
0
Cleveland Cliffs – Hibbing Taconite 2101600
0
0
0
0
0
0
0
No
No
0
0
0
 



v3.25.1
Cover - shares
3 Months Ended
Mar. 31, 2025
Apr. 24, 2025
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2025  
Document Transition Report false  
Entity File Number 001-39275  
Entity Registrant Name APi Group Corporation  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 98-1510303  
Entity Address, Address Line One 1100 Old Highway 8 NW  
Entity Address, City or Town New Brighton  
Entity Address, State or Province MN  
Entity Address, Postal Zip Code 55112  
City Area Code 651  
Local Phone Number 636-4320  
Title of 12(b) Security Common Stock, par value $0.0001 per share  
Trading Symbol APG  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   276,839,956
Entity Central Index Key 0001796209  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q1  
Amendment Flag false  
v3.25.1
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
Current assets:    
Cash and cash equivalents $ 460 $ 499
Accounts receivable, net of allowances of $8 and $9 at March 31, 2025 and December 31, 2024, respectively 1,356 1,444
Inventories 150 143
Contract assets 485 453
Prepaid expenses and other current assets 135 119
Total current assets 2,586 2,658
Property and equipment, net 372 379
Operating lease right of use assets 270 268
Goodwill 2,940 2,894
Intangible assets, net 1,635 1,660
Deferred tax assets 64 57
Pension and post-retirement assets 119 120
Other assets 112 116
Total assets 8,098 8,152
Current liabilities:    
Short-term and current portion of long-term debt 4 4
Accounts payable 450 497
Contingent consideration and compensation liabilities 16 20
Accrued salaries and wages 282 381
Contract liabilities 634 590
Operating and finance leases 91 90
Other accrued liabilities 285 303
Total current liabilities 1,762 1,885
Long-term debt, less current portion 2,750 2,749
Pension and post-retirement obligations 50 48
Contingent consideration and compensation liabilities 21 22
Operating and finance leases 192 192
Deferred tax liabilities 207 198
Other noncurrent liabilities 134 105
Total liabilities 5,116 5,199
Commitments and contingencies (Note 14)
Shareholders’ equity:    
Series A Preferred Stock, $0.0001 par value; 7,000,000 authorized shares; 4,000,000 shares issued and outstanding at March 31, 2025 and December 31, 2024 0 0
Common stock, $0.0001 par value; 500,000,000 authorized shares; 276,839,956 shares and 274,778,327 shares issued at March 31, 2025 and December 31, 2024, respectively (excluding 7,944,104 shares declared for stock dividend at December 31, 2024) 0 0
Additional paid-in capital 3,252 3,305
Retained earnings 250 215
Accumulated other comprehensive loss (520) (567)
Total shareholders’ equity 2,982 2,953
Total liabilities and shareholders’ equity $ 8,098 $ 8,152
v3.25.1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2024
Mar. 31, 2025
Accounts receivable, allowance for credit loss $ 9 $ 8
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 500,000,000 500,000,000
Common stock, shares issued (in shares) 274,778,327 276,839,956
Common stock dividends (in shares) 7,944,104  
Series A Preferred Stock    
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized (in shares) 7,000,000 7,000,000
Preferred stock, shares issued (in shares) 4,000,000 4,000,000
Preferred stock, shares outstanding (in shares) 4,000,000 4,000,000
v3.25.1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Net revenues $ 1,719 $ 1,601
Cost of revenues 1,177 1,109
Gross profit 542 492
Selling, general, and administrative expenses 458 392
Operating income 84 100
Interest expense, net 38 34
Investment expense and other, net 0 3
Other expense, net 38 37
Income before income taxes 46 63
Income tax provision 11 18
Net income 35 45
Net income (loss) attributable to common shareholders:    
Conversion of Series B Preferred Stock 0 (372)
Net income (loss) attributable to common shareholders $ 31 $ (334)
Net income (loss) per common share:    
Basic (in dollars per share) $ 0.11 $ (1.34)
Diluted (in dollars per share) $ 0.11 $ (1.34)
Weighted average shares outstanding:    
Basic (in shares) 277,233,887 249,744,275
Diluted (in shares) 278,277,054 249,744,275
Series A Preferred Stock    
Net income (loss) attributable to common shareholders:    
Less income allocable to Series A Preferred Stock $ (4) $ 0
Series B Preferred Stock    
Net income (loss) attributable to common shareholders:    
Stock dividend on Series B Preferred Stock $ 0 $ (7)
v3.25.1
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Statement of Comprehensive Income [Abstract]    
Net income $ 35 $ 45
Other comprehensive income:    
Fair value change - derivatives, net of tax benefit (expense) of $4, and $(5), respectively (12) 13
Foreign currency translation adjustment 59 (42)
Comprehensive income $ 82 $ 16
v3.25.1
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Statement of Comprehensive Income [Abstract]    
Fair value change - derivatives, net of tax expense $ 4 $ (5)
v3.25.1
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($)
$ in Millions
Total
Series A Preferred Stock
Series B Preferred Stock
Preferred Stock Issued and Outstanding
Common Stock Issued and Outstanding
Common Stock Issued and Outstanding
Series A Preferred Stock
Common Stock Issued and Outstanding
Series B Preferred Stock
Additional Paid-In Capital
Additional Paid-In Capital
Series B Preferred Stock
(Accumulated Deficit) Retained Earnings
(Accumulated Deficit) Retained Earnings
Series B Preferred Stock
Accumulated Other Comprehensive Loss
Preferred stock, beginning balance (in shares) at Dec. 31, 2023       4,000,000                
Beginning balance at Dec. 31, 2023 $ 2,071     $ 0 $ 0     $ 2,572   $ (11)   $ (490)
Common stock, beginning balance (in shares) at Dec. 31, 2023         235,575,316              
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Net income 45                 45    
Fair value change - derivatives 13                     13
Foreign currency translation adjustment (42)                     (42)
Gain on dedesignated derivatives amortized from AOCI into income (4)                     (4)
Stock dividends (in shares)           7,944,104 620,240          
Series B Preferred Stock dividend     $ 0           $ 7   $ (7)  
Conversion of Series B Preferred Stock, net (in shares)         16,260,163              
Conversion of Series B Preferred Stock, net 197             214   (17)    
Profit sharing plan contributions (in shares)         510,319              
Profit sharing plan contributions 18             18        
Share-based compensation and other, net (in shares)         726,809              
Share-based compensation and other, net 3             3        
Preferred stock, ending balance (in shares) at Mar. 31, 2024       4,000,000                
Ending balance at Mar. 31, 2024 2,301     $ 0 $ 0     2,814   10   (523)
Common stock, ending balance (in shares) at Mar. 31, 2024         261,636,951              
Preferred stock, beginning balance (in shares) at Dec. 31, 2023       4,000,000                
Beginning balance at Dec. 31, 2023 $ 2,071     $ 0 $ 0     2,572   (11)   (490)
Common stock, beginning balance (in shares) at Dec. 31, 2023         235,575,316              
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Stock dividends (in shares) 7,944,104                      
Preferred stock, ending balance (in shares) at Dec. 31, 2024   4,000,000   4,000,000                
Ending balance at Dec. 31, 2024 $ 2,953     $ 0 $ 0     3,305   215   (567)
Common stock, ending balance (in shares) at Dec. 31, 2024         274,778,327              
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Net income 35                 35    
Fair value change - derivatives (12)                     (12)
Foreign currency translation adjustment 59                     59
Stock dividends (in shares)           2,543,662            
Share repurchases (in shares)         (2,063,715)              
Share repurchases (75)             (75)        
Profit sharing plan contributions (in shares)         618,989              
Profit sharing plan contributions 24             24        
Share-based compensation and other, net (in shares)         962,693              
Share-based compensation and other, net (2)             (2)        
Preferred stock, ending balance (in shares) at Mar. 31, 2025   4,000,000   4,000,000                
Ending balance at Mar. 31, 2025 $ 2,982     $ 0 $ 0     $ 3,252   $ 250   $ (520)
Common stock, ending balance (in shares) at Mar. 31, 2025         276,839,956              
v3.25.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
Cash flows from operating activities:      
Net income $ 35 $ 45  
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation 20 19  
Amortization 60 50  
Restructuring charges, net of cash paid (6) (8)  
Share-based compensation expense 10 8  
Profit-sharing expense 9 6  
Non-cash lease expense 28 26  
Net periodic pension cost 6 4  
Other, net 1 (13)  
Changes in operating assets and liabilities, net of effects of acquisitions:      
Accounts receivable 100 128  
Contract assets (31) (26)  
Inventories (4) 0  
Prepaid expenses and other current assets (15) (7)  
Accounts payable (58) (86)  
Accrued liabilities and income taxes payable (95) (128)  
Contract liabilities 38 19  
Other assets and liabilities (36) (30)  
Net cash provided by operating activities 62 7  
Cash flows from investing activities:      
Acquisitions, net of cash acquired (6) (23)  
Purchases of property and equipment (12) (22)  
Proceeds from sales of property and equipment 4 23  
Net cash used in investing activities (14) (22)  
Cash flows from financing activities:      
Net short-term debt 0 100  
Proceeds from long-term borrowings 0 300  
Payments on long-term borrowings (2) (2)  
Repurchases of common stock (75) 0  
Conversion of Series B Preferred Stock 0 (600)  
Payments of acquisition-related consideration (2) 0  
Restricted shares tendered for taxes (19) (11)  
Net cash used in financing activities (98) (213)  
Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash 10 (4)  
Net decrease in cash, cash equivalents, and restricted cash (40) (232)  
Cash, cash equivalents, and restricted cash, beginning of period 501 480 $ 480
Cash, cash equivalents, and restricted cash, end of period 461 248 $ 501
Supplemental cash flow disclosures:      
Cash paid for interest, net of interest income 35 36  
Cash paid for income taxes, net of refunds 23 35  
Accrued consideration issued in business combinations 2 5  
Shares of common stock issued to profit sharing plan 24 18  
Shares of common stock issued for conversion of Series B Preferred Stock $ 0 $ 569  
v3.25.1
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Mar. 31, 2025
Accounting Policies [Abstract]  
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Nature of business
APi Group Corporation (the “Company” or “APG”) is a global, market-leading business services provider of fire and life safety, security, elevator and escalator, and specialty services with a substantial recurring revenue base and over 500 locations worldwide.
Principles of consolidation
The accompanying interim unaudited condensed consolidated financial statements (the “Interim Statements”) include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. These Interim Statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. The condensed consolidated balance sheets as of December 31, 2024 were derived from audited financial statements for the year then ended but do not include all of the information and footnotes required by GAAP with respect to annual financial statements. In the opinion of management, the Interim Statements include all adjustments (including normal recurring accruals) necessary for a fair presentation of the Company’s consolidated financial position, results of operations, and cash flows for the dates and periods presented. It is recommended that these Interim Statements be read in conjunction with the Company’s audited annual consolidated financial statements and accompanying footnotes thereto for the year ended December 31, 2024. Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period.
Cash, cash equivalents, and restricted cash
The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Restricted cash is reported as other current assets in the condensed consolidated balance sheets. Restricted cash reflects collateral against certain bank guarantees.
Investments
The Company holds investments in joint ventures, the majority of which are accounted for under the equity method of accounting as the Company does not exercise control over the joint ventures. The Company exercises control over one joint venture that is consolidated into the Company's financial statements and the results for that joint venture for the three months ended March 31, 2025 and 2024 were immaterial. The Company’s share of earnings from the non-consolidated joint ventures was $3 and $2 during the three months ended March 31, 2025 and 2024, respectively. The earnings are recorded within investment expense and other, net in the condensed consolidated statements of operations. The investment balances were $1 and $4 as of March 31, 2025 and December 31, 2024, respectively, and are recorded within other assets in the condensed consolidated balance sheets.
v3.25.1
RECENT ACCOUNTING PRONOUNCEMENTS
3 Months Ended
Mar. 31, 2025
Accounting Standards Update and Change in Accounting Principle [Abstract]  
RECENT ACCOUNTING PRONOUNCEMENTS RECENT ACCOUNTING PRONOUNCEMENTS
The Company has not adopted any additional accounting pronouncements since the 2024 audited consolidated financial statements. See the Company's Form 10-K filed on February 26, 2025 for information pertaining to the effects of recently adopted and other recent accounting pronouncements.
v3.25.1
BUSINESS COMBINATIONS
3 Months Ended
Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATIONS BUSINESS COMBINATIONS
The Company regularly evaluates potential acquisitions that strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into a new and attractive business area. Acquisitions are accounted for as business combinations using the acquisition method of accounting. As such, the Company makes a preliminary allocation of the purchase price to the tangible assets and identifiable intangible assets acquired and liabilities assumed. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Purchase price is allocated to acquired assets and liabilities assumed based upon their estimated fair values, with limited exceptions as
permitted pursuant to GAAP, as determined based on estimates and assumptions deemed reasonable by the Company. The Company engages third-party valuation specialists to assist with preparation of critical assumptions and calculations of the fair value of acquired tangible and intangible assets in connection with significant acquisitions. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed is recorded as goodwill. Goodwill is attributable to the workforce of the acquired businesses, the complementary strategic fit and resulting synergies these businesses bring to existing operations, and the opportunities in new markets expected to be achieved from the expanded platform.
2025 Acquisitions
During three months ended March 31, 2025, the Company completed one immaterial acquisition for consideration transferred of $8, made up of cash paid at closing of $6 and accrued consideration of $2. The results of operations of this acquisition are included in the Company's condensed consolidated statements of operations from the date of acquisition and were not material.
2024 Acquisitions
Elevated acquisition
On June 3, 2024, the Company completed its acquisition of 100% of the equity interests of Elevated Facility Services Group ("Elevated"). Elevated is a premier provider of contractually based services for all major brands of elevator and escalator equipment. Elevated is headquartered in Florida and serves customers in over 18 states. The results of the Elevated business are reported in the condensed consolidated financial statements of the Company from the date of acquisition within the Company's Safety Services segment.
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of the Elevated acquisition:

Cash paid at closing$572 
Cash deposited into escrow
Total net consideration$578 
Cash and cash equivalents$
Accounts receivable29 
Contract assets14 
Other current assets
Property and equipment
Operating lease right-of-use assets
Intangible assets222 
Goodwill398 
Accounts payable(12)
Contract liabilities(15)
Other accrued liabilities(15)
Current and noncurrent operating and finance lease liabilities(3)
Deferred tax liabilities(54)
Other noncurrent liabilities(6)
Net assets acquired$578 
The Company has not finalized its accounting for purchase price allocation for accounts receivable, contract assets, contract liabilities, legal reserves, and taxes related to the Elevated acquisition. The Company anticipates that it will finalize its accounting for the Elevated acquisition during the second quarter of 2025. The Company will make appropriate adjustments to the purchase price allocation, including intangible assets and goodwill, prior to completion of the measurement period, as required. Based on preliminary estimates, the total amount of goodwill from the Elevated acquisition expected to be deductible for tax purposes is $19. See Note 6 – “Goodwill and Intangibles” for the provisional goodwill assigned to each segment.
Other 2024 acquisitions
On September 3, 2024, the Company completed an acquisition included within the Safety Services segment ("Acquisition A24"). The results of the A24 business are reported within the Company's Safety Services segment. Consideration for Acquisition A24 included cash paid at closing of $24 and accrued consideration of $9.
On October 1, 2024, the Company completed an acquisition included within the Safety Services segment ("Acquisition B24"). The results of the B24 business are reported within the Company's Safety Services segment. Consideration for Acquisition B24 included cash paid at closing of $99, cash deposited into escrow for future deferred payments of $2, and no accrued consideration.
On December 2, 2024, the Company completed an acquisition included within the Safety Services segment ("Acquisition C24"). The results of the C24 business are reported within the Company's Safety Services segment. Consideration for Acquisition C24 included cash paid at closing of $26 and accrued consideration of $7.
During 2024, the Company completed nine individually immaterial acquisitions for aggregate consideration transferred of $76, made up of cash paid at closing of $63 and accrued consideration of $13.
The company has not finalized its accounting for acquisitions completed during 2024, and will make appropriate adjustments to the purchase price allocation prior to completion of the measurement periods, as required. Based on preliminary estimates, the total amount of goodwill from acquisitions expected to be deductible for tax purposes is $84. The results of operations of
these acquisitions are included in the Company’s condensed consolidated statements of operations from their respective dates of acquisition and were not material.
Acquisition A24Acquisition B24Acquisition C24Other 2024 acquisitions
Cash paid at closing$24 $99 $26 $63 
Cash deposited into escrow— — — 
Accrued consideration— 13 
Total net consideration$33 $101 $33 $76 
Cash and cash equivalents$$— $$
Accounts receivable15 19 10 
Contract assets— — — 
Other current assets— 
Property and equipment— 
Intangible assets45 10 34 
Goodwill44 18 42 
Accounts payable(2)(4)(2)— 
Other accrued liabilities(3)(8)(3)— 
Contract liabilities(5)(1)— (2)
Deferred tax liabilities— (2)(3)(3)
Net assets acquired$33 $101 $33 $76 
For the three months ended March 31, 2025, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months was $98 and $1, respectively.
Accrued consideration
The Company’s acquisition purchase agreements typically include deferred payment provisions, often to sellers who become employees of the Company or its subsidiaries. The provisions are made up of three general types of arrangements, contingent compensation, contingent consideration (both of which are contingent on the future performance of the acquired entity), and deferred payments related to indemnities. Contingent compensation arrangements are typically contingent on the former owner’s future employment with the Company and the related amounts are recognized over the required employment period, which is typically one to four years. Contingent consideration arrangements are not contingent on employment and are included as part of purchase consideration at the time of the initial acquisition and are paid over a period of one to four years. The liability for deferred payments is recognized at the date of acquisition based on the Company’s best estimate and is typically payable over a period of one to four years. Deferred payments are not contingent on any future performance or employment obligations and can be offset for working capital true-ups, and representations and warranty items.
The total contingent compensation arrangement liability was $1 and $0 as of March 31, 2025 and December 31, 2024, respectively. The maximum payout of these arrangements upon completion of the future performance periods was $2 and $2, inclusive of the $1 and $0, accrued as of March 31, 2025 and December 31, 2024, respectively. The contingent compensation liability is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented. The Company primarily determines the contingent compensation liability based on forecasted cumulative earnings compared to the cumulative earnings target set forth in the arrangement. Compensation expense associated with these arrangements is recognized ratably over the required employment period.
The contingent consideration obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. For additional considerations regarding the fair value of the Company's contingent consideration liabilities, see Note 7 – "Fair Value of Financial Instruments."
The total liability for deferred payments was $24 and $28 as of March 31, 2025 and December 31, 2024, respectively, and is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented.
v3.25.1
RESTRUCTURING
3 Months Ended
Mar. 31, 2025
Restructuring and Related Activities [Abstract]  
RESTRUCTURING RESTRUCTURING
During 2022, the Company announced its multi-year Chubb restructuring program designed to drive efficiencies and synergies and optimize operating margin. The Chubb restructuring program includes expenses related to workforce reductions, lease termination costs, and other facility rationalization costs through fiscal year 2025.
During the three months ended March 31, 2025, the Company incurred no pre-tax restructuring costs within the Safety Services segment in connection with the Chubb restructuring program. Since the Chubb acquisition, the Company has incurred aggregate restructuring costs of $79. As of March 31, 2025, the Company had $11 in restructuring liabilities recorded in other accrued liabilities on the condensed consolidated balance sheets for this plan. In addition, the Company has incurred $2 of related costs during the three months ended March 31, 2025, which include lease impairment charges, asset write-downs, and consulting fees.
In total, the Company estimates that it will recognize approximately $125 of restructuring and other costs related to the Chubb restructuring program by the end of fiscal year 2025.

For the restructuring program, employee-related costs consist of termination benefits provided to employees who have been involuntarily terminated and voluntary early retirement benefits. Program related costs include costs incurred as a direct result of the restructuring program such as consulting fees and facility relocation costs.
The following tables summarize the Company's restructuring liabilities for the three months ended March 31, 2025 and 2024:
December 31, 2024$15 
Payments(4)
March 31, 2025$11 
In addition to the costs noted above, the Company incurred asset write-down costs of $0 and incurred program related costs of $2 for the three months ended March 31, 2025.
December 31, 2023$32 
Charges
Payments(8)
Currency translation adjustment(1)
March 31, 2024$24 
In addition to the costs noted above, the Company incurred asset write-down costs of $0 and incurred program related costs of $4 for the three months ended March 31, 2024.
v3.25.1
NET REVENUES
3 Months Ended
Mar. 31, 2025
Revenue from Contract with Customer [Abstract]  
NET REVENUES NET REVENUES
Contracts with customers
The Company derives net revenues primarily from contracts with a duration of less than one week to three years (with the majority of contracts with durations of less than six months), which are subject to multiple pricing options, including fixed price, unit price, time and material, or cost plus a markup. Net revenues are primarily recognized by the Company over time utilizing the cost-to-cost measure of progress. Net revenues recognized at a point in time primarily relate to distribution contracts and short-term time and material contracts. The Company also enters into fixed-price service contracts related to monitoring, maintenance, and inspection of safety systems.
The Company disaggregates its net revenues primarily by segment, service type, and country from which revenues are invoiced, as the nature, timing, and uncertainty of cash flows are relatively consistent within each of these categories. The following tables provide disclosure of disaggregated net revenues by segment for the three months ended March 31, 2025 and 2024. During 2025, in conjunction with the movement of the Heating, Ventilation, and Air Conditioning ("HVAC") business from the Safety Services segment to the Specialty Services segment, the Company reassessed the categories by which it disaggregates net revenues. The Company determined the nature, timing, and uncertainty of the cash flows of the HVAC business are consistent with the cash flows of the Specialty Contracting businesses. Additionally, the Company determined the nature, timing, and uncertainty of the cash flows of a distribution business previously included within Specialty Contracting are more consistent with the cash flows of the Fabrication business. As such, prior period amounts in this table
have been recast to reflect the current period presentation. See Note 17 – “Segment Information” for additional information. Disaggregated net revenues information is as follows:
Three Months Ended March 31, 2025
Safety
Services
Specialty
Services
Consolidated
Life Safety$1,267 $— $1,267 
Infrastructure/Utility— 185 185 
Fabrication and Distribution— 70 70 
Specialty Contracting— 198 198 
Corporate and Eliminations— — (1)
Net revenues$1,267 $453 $1,719 
Three Months Ended March 31, 2024
Safety
Services
Specialty
Services
Consolidated
Life Safety$1,117 $— $1,117 
Infrastructure/Utility— 205 205 
Fabrication and Distribution— 61 61 
Specialty Contracting— 220 220 
Corporate and Eliminations— — (2)
Net revenues$1,117 $486 $1,601 
Three Months Ended March 31, 2025
Safety
Services
Specialty
Services
Corporate and
Eliminations
Consolidated
United States$627 $453 $(1)$1,079 
France161 — — 161 
Other479 — — 479 
Net revenues$1,267 $453 $(1)$1,719 
Three Months Ended March 31, 2024
Safety
Services
Specialty
Services
Corporate and
Eliminations
Consolidated
United States$483 $481 $(2)$962 
France162 — — 162 
Other472 — 477 
Net revenues$1,117 $486 $(2)$1,601 
For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at March 31, 2025 was $3,224. The Company expects to recognize revenue on approximately 86% of the remaining performance obligations over the next twelve months.
Contract assets and liabilities
Contract assets and contract liabilities are classified as current in the condensed consolidated balance sheets as all amounts are expected to be relieved within one year. The balances of accounts receivable, net of allowances, contract assets, and contract liabilities from contracts with customers as of March 31, 2025 and December 31, 2024 are as follows:
Accounts
receivable,
net of
allowances
Contract
assets
Contract
liabilities
Balance at March 31, 2025$1,356 $485 $634 
Balance at December 31, 20241,444 453 590 
The Company did not recognize significant revenues associated with the final settlement of contract value for any projects completed in prior periods. In accordance with industry practice, accounts receivable includes retentions receivable, a portion of which may not be received within one year. At March 31, 2025 and December 31, 2024, retentions receivable were $169 and $160, respectively, while the portions that may not be received within one year were $40 and $38, respectively.
v3.25.1
GOODWILL AND INTANGIBLES
3 Months Ended
Mar. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLES GOODWILL AND INTANGIBLES
Goodwill
The following table provides disclosure of goodwill by segment as of March 31, 2025 and December 31, 2024. During 2025, the Company moved the HVAC business from the Safety Services segment to the Specialty Services segment, and segment-related amounts have been recast to reflect this adjustment as of the beginning of the period presented. As a result of the reallocation of goodwill between reportable segments, the Company performed an impairment test for the impacted reporting unit pre-realignment and post-realignment and there was no impairment to be recorded. See Note 17 – “Segment Information” for additional information. The changes in the carrying amount of goodwill by reportable segment for the three months ended March 31, 2025 are as follows:
Safety
Services
Specialty
Services
Total
Goodwill
Goodwill as of December 31, 2024$2,661 $233 $2,894 
Acquisitions— 
Foreign currency translation and other, net (1)
41 — 41 
Goodwill as of March 31, 2025$2,707 $233 $2,940 
(1)    Other includes immaterial measurement period adjustments recorded during the three months ended March 31, 2025 related to acquisitions for which the measurement period was open during the three months ended March 31, 2025 (see Note 3 – "Business Combinations").
Intangibles
The Company’s identifiable intangible assets are comprised of the following as of March 31, 2025 and December 31, 2024:
March 31, 2025
Weighted Average Remaining
Useful Lives
(in Years)
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Amortized intangibles:
Contractual backlog1.1$172 $(162)$10 
Customer relationships8.91,785 (720)1,065 
Trade names and trademarks10.7758 (198)560 
Total$2,715 $(1,080)$1,635 
December 31, 2024
Weighted Average Remaining
Useful Lives
(in Years)
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Amortized intangibles:
Contractual backlog1.3$171 $(158)$13 
Customer relationships9.01,753 (672)1,081 
Trade names and trademarks11.1748 (182)566 
Total$2,672 $(1,012)$1,660 
Amortization expense recognized on identifiable intangible assets is as follows:
Three Months Ended March 31,
20252024
Cost of revenues$$— 
Selling, general, and administrative expenses57 50 
Total intangible asset amortization expense$60 $50 
v3.25.1
FAIR VALUE OF FINANCIAL INSTRUMENTS
3 Months Ended
Mar. 31, 2025
Fair Value Disclosures [Abstract]  
FAIR VALUE OF FINANCIAL INSTRUMENTS FAIR VALUE OF FINANCIAL INSTRUMENTS
GAAP defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance discusses valuation techniques such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. As the basis for evaluating such inputs, a three-tier value hierarchy prioritizes the inputs used in measuring fair value as follows:
Level 1:Observable inputs such as quoted prices for identical assets or liabilities in active markets.
Level 2:Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3:Unobservable inputs that reflect the Company's own assumptions.
Recurring fair value measurements
The Company’s financial assets and liabilities (adjusted to fair value at least quarterly) are derivative instruments and contingent consideration obligations. In the condensed consolidated balance sheets, derivative instruments are primarily included in other assets and other noncurrent liabilities and contingent consideration obligations are primarily included in contingent consideration and compensation liabilities.
The following tables summarize the fair values and levels within the fair value hierarchy in which the measurements fall for assets and liabilities measured on a recurring basis as of March 31, 2025 and December 31, 2024:
Fair Value Measurements at March 31, 2025
Financial assets:Level 1Level 2Level 3Total
Derivatives designated as hedge instruments
Cash flow hedges –
Interest rate swaps$— $11 $— $11 
Cross currency contracts— 12 — 12 
Foreign currency forward contracts— — — — 
Fair value hedges – cross currency contracts— 37 — 37 
Net investment hedges – cross currency contracts— 23 — 23 
Derivatives not designated as hedge instruments
Foreign currency forward contracts— — 
Total$— $84 $— $84 
Financial liabilities:
Derivatives not designated as hedge instruments
Foreign currency forward contracts— (1)— (1)
Contingent consideration obligations— — (12)(12)
Total$— $(1)$(12)$(13)
Fair Value Measurements at December 31, 2024
Financial assets:Level 1Level 2Level 3 Total
Derivatives designated as hedge instruments
Cash flow hedges –
Interest rate swaps$— $25 $— $25 
Cross currency contracts— 14 — 14 
Foreign currency forward contracts— — — — 
Fair value hedges – cross currency contracts— 54 — 54 
Net investment hedges – cross currency contracts— 28 — 28 
Derivatives not designated as hedge instruments
Foreign currency forward contracts— — — — 
Total$— $121 $— $121 
Financial liabilities:
Derivatives not designated as hedge instruments
Foreign currency forward contracts— — — — 
Contingent consideration obligations— — (13)(13)
Total$— $— $(13)$(13)
The Company determines the fair value of its derivative instruments designated as hedge instruments using standard pricing models and market-based assumptions for all inputs such as yield curves and quoted spot and forward exchange rates. Accordingly, the Company’s derivative instruments are classified as Level 2.
Contingent consideration obligations
The value of the contingent consideration obligations is determined using a probability-weighted discounted cash flow method. This fair value measurement is based on unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. This analysis reflects the contractual terms of the purchase agreements (e.g., potential payment amounts, length of measurement periods, manner of calculating any amounts due) and utilizes assumptions
with regard to future cash flows, probabilities of achieving such future cash flows, and a discount rate. Depending on the contractual terms of the purchase agreement, the probabilities of achieving future cash flows or earnings generally represent the only significant unobservable inputs. The contingent consideration obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings.
The table below presents a reconciliation of the fair value of the Company’s contingent consideration obligations that use unobservable inputs (Level 3), as well as other information about the contingent consideration obligations:
Three Months Ended
March 31, 2025
Balance as of December 31, 2024$13 
Issuances— 
Settlements(1)
Balance as of March 31, 2025$12 
Number of open contingent consideration arrangements at the end of the period
Maximum potential payout at the end of the period$12 
At March 31, 2025, the remaining open contingent consideration arrangements are set to expire at various dates through 2026. Level 3 unobservable inputs were used to calculate the fair value adjustments shown in the table above. The fair value adjustments and the related unobservable inputs were not considered significant for the three months ended March 31, 2025.
Fair value estimates
The following table presents the carrying amount and fair value of the Company’s variable and non-variable interest rate debt (instruments defined in Note 10 – “Debt”), including current portions and excluding unamortized debt issuance costs. Fair value is estimated by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The interest rates of the variable interest rate long-term debt instruments are generally reset monthly.
March 31, 2025December 31, 2024
Carrying ValueFair ValueCarrying ValueFair Value
2021 Term Loan2,157 2,146 2,157 2,155 
4.125% Senior Notes
337 313 337 305 
4.750% Senior Notes
277 261 277 259 
v3.25.1
DERIVATIVES
3 Months Ended
Mar. 31, 2025
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVES DERIVATIVES
The Company uses foreign currency forward contracts, cross-currency swaps, and interest rate swap agreements to manage risks associated with foreign currency exchange rates, net investments in foreign operations, and interest rates. The Company does not hold derivative financial instruments of a speculative nature or for trading purposes. The Company records derivatives as assets and liabilities on the condensed consolidated balance sheets at fair value. Changes in fair value are recognized immediately in earnings unless the derivative qualifies and is designated as a hedge under ASC 815, Derivatives and Hedging. Cash flows from derivatives are classified in the condensed consolidated statements of cash flows in the same category as the cash flows from items subject to designated hedge or undesignated (economic) hedge relationships. The Company evaluates hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued.
The Company is exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts, cross currency swaps, and interest rate swap agreements. The Company monitors its exposure to credit risk by using credit approvals and credit limits and by selecting major global banks and financial institutions as counterparties. The Company does not enter into derivative transactions for trading purposes, and is not party to any derivatives that require collateral to be posted prior to settlement.
Certain of the Company’s derivative transactions are subject to master netting arrangements that allow the Company to net settle contracts with the same counterparties. These arrangements do not call for collateral and no cash collateral had been received or pledged related to the underlying derivatives as of March 31, 2025.
The following table presents the fair value of derivative instruments:
March 31, 2025December 31, 2024
Outstanding Gross
Notional Amount
Other AssetsOther
Noncurrent liabilities
Outstanding Gross
Notional Amount
Other AssetsOther
Noncurrent liabilities
Derivatives designated as hedging instruments:
Cash flow hedges:     
Interest rate swaps$1,840 $11 $— $1,840 $25 $— 
Cross currency contracts120 12 — 120 14 — 
Foreign currency forward contracts18 — — — — — 
Fair value hedges:     
Cross currency contracts689 37 — 737 54 — 
Net investment hedges:     
Cross currency contracts230 23 — 230 28 — 
Total derivatives designated as hedging instruments2,897 83 — 2,927 121 — 
Derivatives not designated as hedging instruments:
Foreign currency forward contracts109 77 — — 
Total derivatives$3,006 $85 $$3,004 $121 $— 
The following table presents the after tax effect of derivatives on the condensed consolidated statements of operations:
Amount of income (expense) recognized in income
DerivativesLocation of income (expense)
recognized in the condensed consolidated statements of operations
Three Months Ended March 31,
20252024
Cash flow hedging relationships:
Interest rate swapsInterest expense, net$$
Cross currency contractsInvestment expense and other, net(5)
Cross currency contractsInterest expense, net
Foreign currency forward contractsInvestment expense and other, net— — 
Fair value hedging relationships:
Cross currency contractsInvestment expense and other, net(17)12 
Cross currency contractsInterest expense, net(1)
Net investment hedging relationships:
Cross currency contractsInterest expense, net
Not designated as hedging instruments:
Foreign currency forward contractsInvestment expense and other, net— — 
Currency Effects
The income (expense) from derivatives designed to offset foreign currency exposure and recorded in investment expense and other, net were offset by foreign currency transaction gains and losses resulting in a net gain (loss) $0 for each of the three-month periods ended March 31, 2025 and 2024.
The following table presents the effect of cash flow and fair value hedge accounting on accumulated other comprehensive income (loss) ("AOCI"):
Amount of gain (loss)
recognized in other
comprehensive income
Location of gain (loss) reclassified from
AOCI into income
Amount of gain (loss)
reclassified from
AOCI into income
Three Months Ended
March 31,
Three Months Ended
March 31,
Derivatives2025202420252024
Cash flow hedging relationships:
Interest rate swaps$(11)$11 Interest expense, net$— $
Cross currency contracts(1)Investment expense and other, net(5)
Forward currency forward contracts— — Investment expense and other, net— — 
Fair value hedging relationships:
Cross currency contracts— — Investment expense and other, net(13)13 
Interest expense, net(2)— 
Net investment hedging relationships:
Cross currency contracts(3)Interest expense, net(1)(1)
Cash flow hedges
For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized in current earnings.
Interest rate swaps
The Company manages its fixed and floating rate debt mix using interest rate swaps. The Company uses interest rate swap contracts to separate interest rate risk management from the debt funding decision. The Company elected a method that does not require continuous evaluation of hedge effectiveness.
During 2022, the Company terminated the previously outstanding $720 notional amount interest rate swap with a maturity date in October 2024 ("2024 Interest Rate Swap"). The present value as of the date of termination of the 2024 Interest Rate Swap is recorded in AOCI on the condensed consolidated balance sheets. The fair value previously recognized in AOCI related to interest rate movements of the 2024 Interest Rate Swap was amortized to interest expense on a straight-line basis through October 2024. As of March 31, 2025, no unrealized pre-tax gains remained in AOCI.
The Company has an aggregate $720 notional amount interest rate swap ("2026 Interest Rate Swap") and aggregate $400 notional swaps ("2028 Interest Rate Swap"), each amended on May 19, 2023 in connection with the transition to the Secured Overnight Financing Rate ("SOFR"). Refer to Note 10 – "Debt" for additional information. The 2026 Interest Rate Swap exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.59% over the term of the agreement, which matures in October 2026. The 2028 Interest Rate Swap exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.41% over the term of the agreements, which mature in January 2028.
During 2024, the Company entered into a $720 notional amount forward starting interest rate swap that exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.13% over the term of the agreement, commencing in October 2026 and maturing in January 2029 ("2029 Interest Rate Swap"). Upon commencement, the 2029 Interest Rate Swap will cover the remainder of the interest payments starting in October 2026 to the maturity of the 2021 Term Loan.
As of March 31, 2025, the Company had $1,840 notional amount outstanding in the 2026 Interest Rate Swap, the 2028 Interest Rate Swap, and the 2029 Interest Rate Swap. The Company has designated these swaps as cash flow hedges of the interest rate risk attributable to forecasted variable interest (SOFR) payments for its SOFR based term loan of $2,157. As of
March 31, 2025, the weighted average fixed rate of interest on these swaps was approximately 3.52%. Variations in the assets and liability balances are primarily driven by changes in the applicable forward yield curves related to SOFR.
Cross-currency swaps
The Company enters into cross-currency exchange contracts utilized to hedge against the effect of exchange rate fluctuations on cash flows denominated in foreign currencies and to hedge exposures of certain intercompany loans subject to changes in foreign currency exchange rates. The Company periodically assesses whether its currency exchange contracts are effective, and when a contract is determined to be no longer effective as a hedge, the Company discontinues hedge accounting prospectively.
During 2021, the Company entered into two cross-currency swaps designated as cash flow hedges with gross notional U.S. dollar equivalent amounts of $26 and $94 with maturity dates of September 2027 and 2030, respectively.
Foreign currency forward contracts
The Company utilizes foreign currency forward contracts to hedge the effect of foreign currency exchange rate fluctuations on forecasted foreign currency transactions, including inventory purchases and intercompany charges and other payments. These forward contracts are designated as cash flow hedges. The changes in fair value of these contracts are recorded in other comprehensive income until the hedged items affect earnings, at which time the hedge gain or loss is reclassified into current earnings.
The Company periodically assesses whether its currency exchange contracts are effective, and when a contract is determined to be no longer effective as a hedge, the Company discontinues hedge accounting prospectively.
Fair value hedges
The Company has certain intercompany loans subject to changes in foreign currency exchange rates. In 2024, to hedge these exposures, the Company entered into a cross-currency swap maturing June 2029 and designated as a fair value hedge with gross notional U.S. dollar equivalent of $16 in AUD. In 2022, the Company entered into three cross-currency swaps with maturity dates of January 2027 and are designated as fair value hedges with gross notional U.S. dollar equivalents of $271, $241, and $209 in GBP, CAD, and EUR, respectively.
During the three months ended March 31, 2025, the Company amended its cross-currency swap designated as a fair value hedge and having an initial gross notional U.S. dollar equivalent of $241 in CAD. The Company terminated $61 CAD notional amount and dedesignated the terminated amount. As a result, the Company reclassified a portion of losses totaling $2 from AOCI to interest expense, net in its condensed consolidated statements of operations.
The Company measures the effectiveness of fair value hedges on a spot-to-spot basis. Accordingly, the spot-to-spot change in the derivative fair values are recorded in the condensed consolidated statements of operations and perfectly offset the spot-to-spot change in the underlying intercompany loans, and as such, these hedges are deemed highly effective. The excluded component of the fair values of these derivatives is reported in AOCI within shareholders’ equity in the condensed consolidated balance sheets. Any cash flows associated with these instruments are included in operating activities in the condensed consolidated statements of cash flows.
Net investment hedges
The Company has net investments in foreign subsidiaries subject to changes in foreign currency exchange rates. During 2021, the Company entered into a $230 notional foreign currency swap designated as a net investment hedge for a portion of the Company’s net investments in Euro-denominated subsidiaries. Gains and losses resulting from a change in fair value of the net investment hedge are offset by gains and losses on the underlying foreign currency exposure and are included in AOCI in the condensed consolidated balance sheets.
During 2021, the Company amended the critical terms of the foreign currency swap by extending the maturity date to July 2029 and modifying the U.S. dollar and Euro coupons. The amended swap was redesignated as a net investment hedge and is recorded at fair value with changes recorded in AOCI. The initial net investment hedge was dedesignated. The amended net investment hedge reduces the Company’s interest expense by approximately $3 annually and reduces its overall effective interest rate by approximately 24 basis points.
The fair value previously recognized in AOCI related to interest rate movements of the dedesignated swap is being amortized to interest expense on a straight-line basis through the third quarter of 2029 and reduces the Company's interest expense by approximately $1 annually.
Foreign currency contracts
The Company utilizes foreign currency forward contracts to hedge the effect of foreign currency exchange rate fluctuations on confirmed foreign currency transactions, including inventory purchases and intercompany charges and other payments. These forward contracts are undesignated for hedge accounting purposes. The changes in fair value of these contracts are recorded in investment expense and other, net
v3.25.1
PROPERTY AND EQUIPMENT, NET
3 Months Ended
Mar. 31, 2025
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT, NET PROPERTY AND EQUIPMENT, NET
The components of property and equipment as of March 31, 2025 and December 31, 2024 are as follows:
Estimated
Useful Lives
(In Years)
March 31,
2025
December 31,
2024
LandN/A$21 $21 
Building39100 100 
Machinery, equipment, and office equipment
1-20
384 372 
Autos and trucks
4-10
121 113 
Leasehold improvements
1-15
51 47 
Total cost677 653 
Accumulated depreciation(305)(274)
Property and equipment, net$372 $379 
Depreciation expense related to property and equipment, including finance leases, was $20 and $19 during the three months ended March 31, 2025 and 2024, respectively. Depreciation expense is included within cost of revenues and selling, general, and administrative expenses in the condensed consolidated statements of operations.
v3.25.1
DEBT
3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
DEBT DEBT
Debt obligations consist of the following:
Maturity DateMarch 31,
2025
December 31,
2024
Term loan facility
2021 Term LoanJanuary 3, 20292,157 2,157 
Revolving Credit FacilityJanuary 3, 2027— — 
Senior notes
4.125% Senior Notes
July 15, 2029337 337 
4.750% Senior Notes
October 15, 2029277 277 
Other obligations
Total debt obligations2,776 2,776 
Less: unamortized deferred financing costs(22)(23)
Total debt, net of deferred financing costs2,754 2,753 
Less: short-term and current portion of long-term debt(4)(4)
Long-term debt, less current portion$2,750 $2,749 
Term loan facility
As of March 31, 2025, the Company had $2,157 of principal outstanding under the incremental term loan (the "2021 Term Loan") with a maturity date of January 3, 2029. The interest rate applicable to the 2021 Term Loan is, at the Company's
option, either (1) a base rate plus an applicable margin equal to 0.75% or (2) Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.75%.
The interest rate applicable to borrowings under the $500 five-year senior secured revolving credit facility (the “Revolving Credit Facility”) is, at the Company’s option, either (1) a base rate plus an applicable margin equal to 1.25%, or (2) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.25% plus a CSA.
As of March 31, 2025 and December 31, 2024, the Company had no amounts outstanding under the Revolving Credit Facility, and $494 was available at March 31, 2025 and December 31, 2024, after giving effect to $6 of outstanding letters of credit.
During the first quarter of 2025, the Company completed its Seventh Amendment to its credit agreement, repricing the 2021 Term Loan. The repricing reduced the applicable margin on the 2021 Term Loan by 25 basis points.
During 2024, the Company completed its Sixth Amendment to its credit agreement, refinancing the 2021 Term Loan through an upsizing and repricing and repaying the 2019 Term Loan. The repricing reduced the applicable margin on the 2021 Term Loan by 50 basis points and removed the credit spread adjustment ("CSA"). As part of the transaction, the Company incurred approximately $550 of incremental principal on the 2021 Term Loan. The proceeds were used to repay the remaining $330 of the 2019 Term Loan, repay $100 of the Revolving Credit Facility outstanding, and for general corporate purposes, including to partially fund the Elevated acquisition.
During 2024, the Company completed its Fifth Amendment to its credit agreement, upsizing its 2021 Term Loan by an aggregate principal amount equal to $300. The loan proceeds were directed as consideration for a portion of the purchase price for the Series B Preferred Stock Conversion. For additional information regarding the Series B Preferred Stock Conversion, see Note 15 – "Shareholders' Equity and Redeemable Convertible Preferred Stock."
As of March 31, 2025 and December 31, 2024, the Company was in compliance with all applicable debt covenants.
Swap activity
As of March 31, 2025, the Company had the 2026 Interest Rate Swap with $720 of notional value, exchanging one-month SOFR for a fixed rate of 3.59% per annum and the 2028 Interest Rate Swap with aggregate $400 notional value, exchanging one-month SOFR for a rate of 3.41%. Accordingly, the Company's fixed interest rate per annum on the first swapped $400 notional value of the term loans is 5.16% and the second swapped $720 notional value of the term loans is 5.34% through their maturity. The remaining $1,037 of the term loan balance will bear interest based on one-month SOFR plus 175 basis points, and the rate will fluctuate as SOFR fluctuates. During 2024, the Company entered into a $720 notional amount forward starting interest rate swap commencing in October 2026 and maturing in January 2029 that exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.13% over the term of the agreement. Refer to Note 8 – "Derivatives" for additional information.
Senior notes
4.125% Senior Notes
During 2022, the Company completed a private offering of $350 aggregate principal amount of 4.125% Senior Notes (the “4.125% Senior Notes”) issued under an indenture dated June 22, 2021. The 4.125% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company’s subsidiaries. The balance as of March 31, 2025 was $337.
4.750% Senior Notes
During 2022, the Company completed a private offering of $300 aggregate principal amount of 4.750% Senior Notes due 2029 (the "4.750% Senior Notes") issued under an indenture dated October 21, 2021, as supplemented by a supplemental indenture dated January 3, 2022. The 4.750% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company's subsidiaries. The balance as of March 31, 2025 was $277.
The Company was in compliance with all covenants contained in the indentures for the 4.125% Senior Notes and 4.750% Senior Notes as of March 31, 2025, and December 31, 2024.
Other obligations
As of March 31, 2025 and December 31, 2024, the Company had $5 and $5 in notes outstanding, respectively, for working capital purposes and the acquisition of equipment and vehicles.
v3.25.1
INCOME TAXES
3 Months Ended
Mar. 31, 2025
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The Company’s quarterly income tax provision is measured using an estimate of its consolidated annual effective tax rate, adjusted in the current period for discrete income tax items, within the periods presented. The comparison of the Company’s income tax provision between periods may be impacted by the level and mix of earnings and losses by tax jurisdiction, foreign income tax rate differentials, and discrete items. The Company’s effective tax rate was 23.4% and 28.0% for the three months ended March 31, 2025, and 2024, respectively. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0% for the three months ended March 31, 2025 and 2024 is due to nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, state taxes, and discrete items.
As of March 31, 2025, the Company’s deferred tax assets included a valuation allowance of $94 primarily related to certain net operating loss, capital loss, and tax credit carryforwards of the Company’s foreign subsidiaries. The factors used to assess the likelihood of realization were the past performance of the related entities, forecasts of future taxable income, future reversals of existing taxable temporary differences, and available tax planning strategies that could be implemented to realize the deferred tax assets. The ability or failure to achieve the forecasted taxable income in these entities could affect the ultimate realization of deferred tax assets.
As of March 31, 2025, the Company had gross federal, state, and foreign net operating loss carryforwards of approximately $1, $21, and $95, respectively. The state net operating losses have carryforward periods of five to twenty years and begin to expire in 2029. The foreign net operating losses have carryback periods of three years, carryforward periods of twenty years, or are indefinite, and begin to expire in 2025.
The Company’s liability for unrecognized tax benefits is recorded within other noncurrent liabilities in the condensed consolidated balance sheets and recognizes interest and penalties accrued related to unrecognized tax benefits in the provision for income taxes in the condensed consolidated statements of operations. As of March 31, 2025, and December 31, 2024, the total gross unrecognized tax benefits were $10 and $9, respectively. The Company accrued gross interest and penalties as of March 31, 2025 and December 31, 2024 of $4 and $3, respectively. During the three months ended March 31, 2025 and 2024, the Company recognized net interest expense of less than $1 for both periods.
If all of the Company’s unrecognized tax benefits as of March 31, 2025 were recognized, $13 would impact the Company’s effective tax rate. The Company expects $1 of unrecognized tax benefits to expire in the next twelve months due to lapses in the statute of limitations.
The Company files income tax returns in the U.S. federal jurisdiction, and various state, local, and foreign jurisdictions. As of March 31, 2025, with few exceptions, neither the Company nor its subsidiaries are subject to examination prior to tax year 2015. There are various other audits in state and foreign jurisdictions.
v3.25.1
EMPLOYEE BENEFIT PLANS
3 Months Ended
Mar. 31, 2025
Retirement Benefits [Abstract]  
EMPLOYEE BENEFIT PLANS EMPLOYEE BENEFIT PLANS
Defined benefit pension plans
The Company sponsors both funded and unfunded foreign defined benefit pension plans that cover a portion of the Company's employees, and the largest plans are closed to new participants and frozen for accrual of future service.
The components of the net periodic pension cost for the defined benefit pension plans are as follows:
Three Months Ended March 31,
20252024
Service cost$$
Interest cost16 15 
Expected return on plan assets(17)(15)
Amortization of actuarial losses
Net periodic pension cost$$
Multiemployer pension plans
Certain subsidiaries of the Company contribute amounts to multiemployer pension plans and other multiemployer benefit plans and trusts, which are recorded as a component of employee wages and salaries within cost of revenues on the condensed consolidated statements of operations. Contributions are generally based on fixed amounts per hour per employee for employees covered under these plans. Multiemployer plan contribution rates are determined annually and assessed on a pay-as-you-go basis based on union employee payrolls. Union payrolls cannot be determined for future periods because the number of union employees employed at a given time and the plans in which they participate vary depending upon the location, the number of ongoing projects, and the need for union resources in connection with those projects. Total consolidated contributions to multiemployer plans were $21 and $19 during the three months ended March 31, 2025 and 2024, respectively.
Profit sharing plans
The Company has a trustee-administered profit-sharing retirement plan covering substantially all of the Company's employees in the U.S. not covered by collective bargaining agreements and a profit sharing plan for employees in Canada (collectively, “Profit Sharing Plans”). The Profit Sharing Plans provide for annual discretionary contributions in amounts based on a performance grid as determined by the Company’s directors, which may be settled in shares of the Company's common stock or in cash. In connection with these plans, the Company recognized $9 and $6 in expense for shares distributed to eligible employees during the three months ended March 31, 2025 and 2024, respectively.
Employee stock purchase plan
Most of the Company’s employees in the U.S. and Canada, including named executive officers, are eligible to participate in the Company’s Employee Stock Purchase Plan (the “ESPP”). Sales of shares of the Company’s common stock under the ESPP are generally made pursuant to offerings that are intended to satisfy the requirements of Section 423 of the Internal Revenue Code. The ESPP permits employees of the Company to purchase common stock at a price equal to 85% of the lesser of (i) the market value of the common stock on the first day of the offering period, or (ii) the market value of the common stock on the purchase date, whichever is lower. Participants are subject to eligibility requirements and may not purchase more than 500 shares in any offering period or more than ten thousand dollars of common stock in a year under the ESPP. The Company recognized $2 and $1 of expense during the three months ended March 31, 2025 and 2024, respectively.
v3.25.1
RELATED-PARTY TRANSACTIONS
3 Months Ended
Mar. 31, 2025
Related Party Transactions [Abstract]  
RELATED-PARTY TRANSACTIONS RELATED-PARTY TRANSACTIONS
The Company incurred advisory fees of $1 during both the three months ended March 31, 2025 and 2024, in each case payable to Mariposa Capital, LLC, an entity owned by a co-chair of the Company’s Board of Directors. In addition, dividends for Series A Preferred Stock declared as of December 31, 2024 and December 31, 2023 were settled in 2,543,662 shares and 7,944,104 shares, respectively, issued during January 2025 and January 2024, respectively. The shares were issued to Mariposa Acquisition IV, LLC, a related entity that is controlled by a co-chair of the Company's Board of Directors.
During 2022, the Company issued and sold 800,000 shares of the Company’s 5.5% Series B Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”) for an aggregate purchase price of $800. Of the 800,000 shares issued and sold, 200,000 shares were sold to Viking Global Equities Master Ltd. and Viking Global Equities II LP ("Viking Purchasers"), which is the aggregate owner of more than 5% of the Company's outstanding stock, for an aggregate purchase price of $200. During the three months ended March 31, 2024, the Company issued dividends of 155,059 shares of common stock on the Series B Preferred Stock held by Viking Purchasers, with 70,798 shares declared in February 2024 and 84,261 shares declared in December 2023.
During the three months ended March 31, 2024, the Company executed an agreement with the Viking Purchasers which allowed the exercise of their right to convert all of their Series B Preferred Stock into common stock. For additional information regarding the Series B Preferred Stock Conversion, see Note 15 – "Shareholders' Equity and Redeemable Convertible Preferred Stock."
From time to time, the Company also enters other immaterial related-party transactions.
v3.25.1
COMMITMENTS AND CONTINGENCIES
3 Months Ended
Mar. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
The Company is involved in various litigation matters and is subject to claims from time to time from customers and various government entities. While it is not feasible to determine the outcome of any of these uncertainties, it is the opinion of
management that their outcomes will not have a material adverse effect on the financial position, results of operations, or cash flows of the Company.
Environmental obligations
The Company's operations are subject to environmental regulation by various authorities. The Company has accrued for the costs of environmental remediation activities, including but not limited to investigatory, remediation, operating and maintenance costs, and performance guarantees, and periodically reassesses these amounts. Management believes that the likelihood of incurring losses materially in excess of the amounts accrued is remote.
The outstanding liability for these obligations of $15 and $15 was included in other noncurrent liabilities as of March 31, 2025 and December 31, 2024, respectively.
v3.25.1
SHAREHOLDERS' EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK
3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
SHAREHOLDERS' EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK SHAREHOLDERS’ EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK
Shareholders' equity
Series A Preferred Stock
The Company had 4,000,000 shares of Series A Preferred Stock issued and outstanding as of March 31, 2025 ("Series A Preferred Stock"). The Series A Preferred Stock will be automatically converted into shares of common stock on a one-for-one basis on December 31, 2026.
Stock Repurchases
During 2024, the Company's Board of Directors authorized a stock repurchase program ("SRP") to purchase up to an aggregate of $1,000 of shares of the Company's common stock. This stock repurchase program is indefinite, unless otherwise modified or terminated by the Board of Directors at any time in its sole discretion. The SRP authorizes open market, private, and accelerated share repurchase transactions. During the three months ended March 31, 2025 and 2024, the Company repurchased 2,063,715 and 16,260,160 shares of common stock for approximately $75 and $600, respectively. As of March 31, 2025, the Company had approximately $325 of authorized repurchases remaining under the SRP.

Redeemable Convertible Preferred Stock
Series B Preferred Stock
During 2022, the Company authorized, issued, and sold, for an aggregate purchase price of $800, 800,000 shares of the Company’s 5.5% Series B Preferred Stock, par value $0.0001 per share.
During three months ended March 31, 2024, the Company entered into a Conversion and Repurchase Agreement with Juno Lower Holdings L.P. ("Juno Lower Holdings"), FD Juno Holdings L.P. ("FD Juno Holdings", and together with Juno Lower Holdings, "Blackstone"), Viking Global Equities Master Ltd. ("VGEM") and Viking Global Equities II L.P. (VGE II, and collectively with VGEM, "Viking" and collectively with the Blackstone, the "Series B Holders") pursuant to which Blackstone and Viking agreed to convert all of the outstanding shares of the Series B Preferred Stock that they hold, which represents all of the Series B Preferred Stock outstanding. The transactions contemplated by the agreement (the "Series B Preferred Stock Conversion") were also consummated on February 28, 2024.

Under the terms of the agreement, (i) the Series B Holders each agreed to exercise their respective right to convert all of their Series B Preferred Stock into common stock, resulting in a total of 800,000 shares of Series B Preferred Stock being converted into approximately 32,803,519 shares of common stock of the Company (inclusive of approximately 283,196 shares attributable to accrued and unpaid dividends thereon (the "Conversion Shares") and (ii) upon issuance of
the Conversion Shares, the Company agreed to immediately repurchase one-half of the Conversion Shares, on a pro rata basis, from the Series B Holders for an aggregate purchase price of $600. The fair value of the issued one-half of the remaining Conversion Shares was $569.

The repurchase price was financed by (i) an incremental term facility of $300 and (ii) cash and available credit from the balance sheet.
Dividends
Following the Series B Preferred Stock Conversion there are no Series B Preferred Shares issued or outstanding and the former holders of Series B Preferred Stock are no longer entitled to receive cumulative dividends. The Company declared a pro rata Series B Preferred Stock dividend of $7, or 283,196 shares of common stock, during three months ended March 31,
2024 for the Series B Preferred Stock outstanding through February 28, 2024. The Company declared a Series B Preferred Stock dividend of $11 or 337,044 shares of common stock in December 2023 and issued the shares in January 2024.
v3.25.1
EARNINGS PER SHARE
3 Months Ended
Mar. 31, 2025
Earnings Per Share [Abstract]  
EARNINGS PER SHARE EARNINGS PER SHARE
Net income is allocated between the Company’s common shares and other participating securities based on their participation rights. The Series A Preferred Stock and Series B Preferred Stock represent participating securities. Earnings attributable to Series A Preferred Stock and Series B Preferred Stock are not included in earnings attributable to common shares in calculating earnings per common share (the two-class method). For periods of net loss, there is no impact from the two-class method on earnings per share (“EPS”) as net loss is allocated to common shares because Series A Preferred Stock and Series B Preferred Stock shares are not contractually obligated to share the loss.
The following table sets forth the computation of earnings per common share using the two-class method. The dilutive effect of outstanding Series A Preferred Stock, Series B Preferred Stock, the Series A Preferred Stock dividend, and the Series B Preferred Stock dividend is reflected in diluted EPS using the if-converted method and options, restricted shares, performance shares, and market shares are reflected using the treasury stock method. For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Series A Preferred Stock, Series B Preferred Stock, restricted shares, performance shares, market shares, and stock options are anti-dilutive. (Amounts in millions, except share and per share amounts.)
Three Months Ended March 31,
20252024
Basic earnings per common share:
Net income$35 $45 
Less income allocable to Series A Preferred Stock(4)— 
Less stock dividend attributable to Series B Preferred Stock— (7)
Less conversion of Series B Preferred Stock— (372)
Net income (loss) attributable to common shareholders$31 $(334)
Weighted average shares outstanding - basic277,233,887249,744,275
Income (loss) per common share - basic$0.11 $(1.34)
Diluted earnings per common share:
Net income$35 $45 
Less income allocable to Series A Preferred Stock(4)— 
Less stock dividend attributable to Series B Preferred Stock— (7)
Less conversion of Series B Preferred Stock— (372)
Net income (loss) attributable to common shareholders - diluted$31 $(334)
Weighted average shares outstanding - basic277,233,887249,744,275
Dilutive securities: (1)
Restricted stock units, warrants, and stock options1,043,167 — 
Weighted average shares outstanding - diluted278,277,054249,744,275
Income (loss) per common share - diluted$0.11 $(1.34)
(1)The following items were excluded from the calculation of diluted shares as their inclusion would be anti-dilutive:
a.For all periods presented, 4,000,000 shares of Series A Preferred Stock, which are convertible to the same number of common shares.
b.For the three months ended March 31, 2024, the year-to-date impact of 125,000 stock options to purchase the same number of common shares.
c.For the three months ended March 31, 2024, 1,188,112 time-based, performance-based, and market-based restricted stock units.
v3.25.1
SEGMENT INFORMATION
3 Months Ended
Mar. 31, 2025
Segment Reporting [Abstract]  
SEGMENT INFORMATION SEGMENT INFORMATION
The Company manages its operations under three operating segments which represent the Company’s two reportable segments: Safety Services, comprised of the North American Life Safety and International Life Safety operating segments, and Specialty Services. This structure is generally comprised of various businesses related to contracted services and maintenance of industrial and commercial facilities. The segments have separate management and have results that are regularly reviewed by the Chief Executive Officer and President, who acts as the Company's Chief Operating Decision Maker (“CODM”), for the purpose of allocating resources and evaluating performance, identifying them as separate reportable segments.
The Safety Services segment focuses on end-to-end integrated occupancy systems (fire protection services, elevator and escalator, and entry systems), including the design, installation, inspection and service of these integrated systems. The work performed within this segment spans across industries and facilities and includes commercial, education, healthcare, high tech, industrial, and special-hazard settings in over 20 countries.
The Specialty Services segment provides a variety of infrastructure services and specialized industrial plant services, which includes maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer, and telecommunications infrastructure, as well as HVAC services. This segment's services include engineering and design, fabrication, installation, maintenance service and repair, retrofitting and upgrading, pipeline infrastructure, access and road construction, supporting facilities, and performing ongoing integrity management and maintenance to customers within the energy industry. Customers within this segment vary from private and public utilities, communications, healthcare, education, transportation, manufacturing, industrial plants, and governmental agencies throughout North America.
In January 2025, due to a change in the way the businesses are managed, the Company realigned its segments by moving the HVAC business from Safety Services to Specialty Services. As a result, information for the HVAC business is combined with the Specialty Services segment within the information reviewed by the CODM. The CODM began regularly reviewing financial information to allocate resources and assess performance utilizing these reorganized segments in January 2025. As such, all segment-related prior period amounts in these financial statements have been recast to reflect this change as of the beginning of the earliest period presented.
The accounting policies of the reportable segments are the same as those described in Note 1 – “Basis of Presentation and Significant Accounting Policies.” All intercompany transactions and balances are eliminated in consolidation. Intercompany revenues and costs between entities within a reportable segment are eliminated to arrive at segment totals, and eliminations between segments are separately presented.
Segment earnings is the measure of profitability used by the CODM to manage the segments and, accordingly, in segment reporting. Segment earnings is defined as earnings before interest, taxes, depreciation, and amortization and after adjustments for non-recurring items. Adjustments include expenses that management deems are non-recurring in nature and not indicative of the Company’s core operating results. These adjustments include business transformation and other expenses for the integration of acquired businesses, the impact and results of businesses classified as held-for-sale and divested, and one-time and other events such as impairment charges, restructuring costs, transaction and other costs related to acquisitions, amortization of intangible assets, and non-service pension cost or benefit.
The CODM establishes budgets for the segments, including growth of segment earnings. The CODM considers segment earnings budget-to-actual variances when making decisions about allocating capital to the segments. Segment earnings is also used in the compensation of certain employees and to assess the performance of each segment by regularly comparing the results of each segment with forecasted amounts. The CODM uses segment earnings to evaluate its performance, both internally and as compared with its peers, because it excludes certain items that may not be indicative of the Company’s core operating results for its reportable segments.
Summarized financial information for the Company’s reportable segments are presented and reconciled to consolidated financial information in the following tables, including a reconciliation of segment earnings to income before income taxes:
Three Months Ended March 31, 2025
Safety
Services
Specialty
Services
Total
Revenues from external customers$1,267 $452 $1,719 
Intersegment revenues— 
Net revenues1,267 453 1,720 
Reconciliation of revenue:
Elimination of intersegment revenues(1)
Total consolidated revenues$1,719 
Less: (a)
Segment cost of revenues(b)
798 377 
Segment operating expenses (c)
278 62 
Plus:
Segment other income/expense— 
Depreciation11 
Segment earnings$199 $29 $228 
Reconciliation of profit/(loss):
Corporate/other profit/(loss) (d)
$(35)
Interest income/(expense)(38)
Depreciation(20)
Amortization(60)
Contingent consideration and compensation(1)
Non-service pension cost
(4)
Systems and business enablement
(12)
Business process transformation expenses(4)
Acquisition related expenses(3)
Restructuring program related costs(3)
Other(2)
Income before income taxes$46 
Asset information:
Total assets$6,320 $1,279 $7,599 
Capital expenditures11 
(a)     The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown and amortization expense is excluded from the amounts shown.
(b)     Segment cost of revenues consists of costs such as direct labor, materials, subcontract costs and indirect costs related to contract performance, adjusted for non-recurring items.
(c)     Segment operating expenses consist primarily of compensation and associated costs for sales and corporate marketing, administrative expenses associated with accounting, finance, legal, information systems, leadership development, and other corporate expenses, adjusted for non-recurring items.
(d)     Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.
Three Months Ended March 31, 2024
Safety
Services
Specialty
Services
Total
Revenues from external customers$1,117 $484 $1,601 
Intersegment revenues— 
Net revenues$1,117 $486 $1,603 
Reconciliation of revenue:
Elimination of intersegment revenues(2)
Total consolidated revenues$1,601 
Less: (a)
Segment cost of revenues (b)
713 397 
Segment operating expenses (c)
244 60 
Plus:
Segment other income/expense(2)
Depreciation12 
Segment earnings$165 $43 $208 
Reconciliation of profit/(loss):
Corporate/other profit/(loss) (d)
$(33)
Interest income/(expense)(34)
Depreciation(19)
Amortization(50)
Contingent consideration and compensation(2)
Non-service pension cost
(4)
Systems and business enablement
— 
Business process transformation expenses(6)
Acquisition related expenses(1)
Restructuring program related costs(5)
Other
Income before income taxes$63 
Asset information:
Total assets$5,460 $1,321 $6,781 
Capital expenditures10 15 
(a)     The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown and amortization expense is excluded from the amounts shown.
(b)     Segment cost of revenues consists of costs such as direct labor, materials, subcontract costs and indirect costs related to contract performance, adjusted for non-recurring items.
(c)     Segment operating expenses consist primarily of compensation and associated costs for sales and corporate marketing, administrative expenses associated with accounting, finance, legal, information systems, leadership development, and other corporate expenses, adjusted for non-recurring items.
(d)     Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.
v3.25.1
SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
In April 2025, the Company announced that its Board of Directors has authorized a new share repurchase program to purchase up to $1,000 of shares of the Company’s common stock. The timing, amount and manner of any repurchases under the new repurchase program will be determined at the discretion of the Company’s leadership based on a number of factors, including the availability of capital, capital allocation alternatives, and market conditions for the Company’s common stock. The share repurchase program is open-ended and does not require the Company to acquire any specific number of shares. It may be modified, suspended, extended, or terminated by the Company at any time without prior notice and may be executed through open-market purchases, privately negotiated transactions or otherwise, and the Company may enter into Rule 10b5-1 trading plans in connection with such repurchases. This new authorization replaces the Company’s previous share repurchase authorization announced in February of last year.
v3.25.1
Pay vs Performance Disclosure - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Pay vs Performance Disclosure    
Net income $ 35 $ 45
v3.25.1
Insider Trading Arrangements
3 Months Ended
Mar. 31, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.1
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Mar. 31, 2025
Accounting Policies [Abstract]  
Principles of consolidation
Principles of consolidation
The accompanying interim unaudited condensed consolidated financial statements (the “Interim Statements”) include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. These Interim Statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. The condensed consolidated balance sheets as of December 31, 2024 were derived from audited financial statements for the year then ended but do not include all of the information and footnotes required by GAAP with respect to annual financial statements. In the opinion of management, the Interim Statements include all adjustments (including normal recurring accruals) necessary for a fair presentation of the Company’s consolidated financial position, results of operations, and cash flows for the dates and periods presented. It is recommended that these Interim Statements be read in conjunction with the Company’s audited annual consolidated financial statements and accompanying footnotes thereto for the year ended December 31, 2024. Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period.
Cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash
The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Restricted cash is reported as other current assets in the condensed consolidated balance sheets. Restricted cash reflects collateral against certain bank guarantees.
Investments
Investments
The Company holds investments in joint ventures, the majority of which are accounted for under the equity method of accounting as the Company does not exercise control over the joint ventures.
Recent accounting pronouncements RECENT ACCOUNTING PRONOUNCEMENTS
The Company has not adopted any additional accounting pronouncements since the 2024 audited consolidated financial statements. See the Company's Form 10-K filed on February 26, 2025 for information pertaining to the effects of recently adopted and other recent accounting pronouncements.
Business combinations
The Company regularly evaluates potential acquisitions that strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into a new and attractive business area. Acquisitions are accounted for as business combinations using the acquisition method of accounting. As such, the Company makes a preliminary allocation of the purchase price to the tangible assets and identifiable intangible assets acquired and liabilities assumed. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Purchase price is allocated to acquired assets and liabilities assumed based upon their estimated fair values, with limited exceptions as
permitted pursuant to GAAP, as determined based on estimates and assumptions deemed reasonable by the Company. The Company engages third-party valuation specialists to assist with preparation of critical assumptions and calculations of the fair value of acquired tangible and intangible assets in connection with significant acquisitions. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed is recorded as goodwill. Goodwill is attributable to the workforce of the acquired businesses, the complementary strategic fit and resulting synergies these businesses bring to existing operations, and the opportunities in new markets expected to be achieved from the expanded platform.
v3.25.1
BUSINESS COMBINATIONS (Tables)
3 Months Ended
Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Business Acquisitions, by Acquisition
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of the Elevated acquisition:

Cash paid at closing$572 
Cash deposited into escrow
Total net consideration$578 
Cash and cash equivalents$
Accounts receivable29 
Contract assets14 
Other current assets
Property and equipment
Operating lease right-of-use assets
Intangible assets222 
Goodwill398 
Accounts payable(12)
Contract liabilities(15)
Other accrued liabilities(15)
Current and noncurrent operating and finance lease liabilities(3)
Deferred tax liabilities(54)
Other noncurrent liabilities(6)
Net assets acquired$578 
The results of operations of
these acquisitions are included in the Company’s condensed consolidated statements of operations from their respective dates of acquisition and were not material.
Acquisition A24Acquisition B24Acquisition C24Other 2024 acquisitions
Cash paid at closing$24 $99 $26 $63 
Cash deposited into escrow— — — 
Accrued consideration— 13 
Total net consideration$33 $101 $33 $76 
Cash and cash equivalents$$— $$
Accounts receivable15 19 10 
Contract assets— — — 
Other current assets— 
Property and equipment— 
Intangible assets45 10 34 
Goodwill44 18 42 
Accounts payable(2)(4)(2)— 
Other accrued liabilities(3)(8)(3)— 
Contract liabilities(5)(1)— (2)
Deferred tax liabilities— (2)(3)(3)
Net assets acquired$33 $101 $33 $76 
v3.25.1
RESTRUCTURING (Tables)
3 Months Ended
Mar. 31, 2025
Restructuring and Related Activities [Abstract]  
Summary of Restructuring Program
The following tables summarize the Company's restructuring liabilities for the three months ended March 31, 2025 and 2024:
December 31, 2024$15 
Payments(4)
March 31, 2025$11 
December 31, 2023$32 
Charges
Payments(8)
Currency translation adjustment(1)
March 31, 2024$24 
v3.25.1
NET REVENUES (Tables)
3 Months Ended
Mar. 31, 2025
Revenue from Contract with Customer [Abstract]  
Summary of Disaggregated Net Revenues
The Company disaggregates its net revenues primarily by segment, service type, and country from which revenues are invoiced, as the nature, timing, and uncertainty of cash flows are relatively consistent within each of these categories. The following tables provide disclosure of disaggregated net revenues by segment for the three months ended March 31, 2025 and 2024. During 2025, in conjunction with the movement of the Heating, Ventilation, and Air Conditioning ("HVAC") business from the Safety Services segment to the Specialty Services segment, the Company reassessed the categories by which it disaggregates net revenues. The Company determined the nature, timing, and uncertainty of the cash flows of the HVAC business are consistent with the cash flows of the Specialty Contracting businesses. Additionally, the Company determined the nature, timing, and uncertainty of the cash flows of a distribution business previously included within Specialty Contracting are more consistent with the cash flows of the Fabrication business. As such, prior period amounts in this table
have been recast to reflect the current period presentation. See Note 17 – “Segment Information” for additional information. Disaggregated net revenues information is as follows:
Three Months Ended March 31, 2025
Safety
Services
Specialty
Services
Consolidated
Life Safety$1,267 $— $1,267 
Infrastructure/Utility— 185 185 
Fabrication and Distribution— 70 70 
Specialty Contracting— 198 198 
Corporate and Eliminations— — (1)
Net revenues$1,267 $453 $1,719 
Three Months Ended March 31, 2024
Safety
Services
Specialty
Services
Consolidated
Life Safety$1,117 $— $1,117 
Infrastructure/Utility— 205 205 
Fabrication and Distribution— 61 61 
Specialty Contracting— 220 220 
Corporate and Eliminations— — (2)
Net revenues$1,117 $486 $1,601 
Three Months Ended March 31, 2025
Safety
Services
Specialty
Services
Corporate and
Eliminations
Consolidated
United States$627 $453 $(1)$1,079 
France161 — — 161 
Other479 — — 479 
Net revenues$1,267 $453 $(1)$1,719 
Three Months Ended March 31, 2024
Safety
Services
Specialty
Services
Corporate and
Eliminations
Consolidated
United States$483 $481 $(2)$962 
France162 — — 162 
Other472 — 477 
Net revenues$1,117 $486 $(2)$1,601 
Summary of Accounts Receivable, Net of Allowances, Contract Assets and Contract Liabilities from Contracts with Customer The balances of accounts receivable, net of allowances, contract assets, and contract liabilities from contracts with customers as of March 31, 2025 and December 31, 2024 are as follows:
Accounts
receivable,
net of
allowances
Contract
assets
Contract
liabilities
Balance at March 31, 2025$1,356 $485 $634 
Balance at December 31, 20241,444 453 590 
v3.25.1
GOODWILL AND INTANGIBLES (Tables)
3 Months Ended
Mar. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Summary of Changes In Carrying Amounts of Goodwill By Reportable Segments
The following table provides disclosure of goodwill by segment as of March 31, 2025 and December 31, 2024. During 2025, the Company moved the HVAC business from the Safety Services segment to the Specialty Services segment, and segment-related amounts have been recast to reflect this adjustment as of the beginning of the period presented. As a result of the reallocation of goodwill between reportable segments, the Company performed an impairment test for the impacted reporting unit pre-realignment and post-realignment and there was no impairment to be recorded. See Note 17 – “Segment Information” for additional information. The changes in the carrying amount of goodwill by reportable segment for the three months ended March 31, 2025 are as follows:
Safety
Services
Specialty
Services
Total
Goodwill
Goodwill as of December 31, 2024$2,661 $233 $2,894 
Acquisitions— 
Foreign currency translation and other, net (1)
41 — 41 
Goodwill as of March 31, 2025$2,707 $233 $2,940 
(1)    Other includes immaterial measurement period adjustments recorded during the three months ended March 31, 2025 related to acquisitions for which the measurement period was open during the three months ended March 31, 2025 (see Note 3 – "Business Combinations").
Summary of Identifiable Intangible Assets
The Company’s identifiable intangible assets are comprised of the following as of March 31, 2025 and December 31, 2024:
March 31, 2025
Weighted Average Remaining
Useful Lives
(in Years)
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Amortized intangibles:
Contractual backlog1.1$172 $(162)$10 
Customer relationships8.91,785 (720)1,065 
Trade names and trademarks10.7758 (198)560 
Total$2,715 $(1,080)$1,635 
December 31, 2024
Weighted Average Remaining
Useful Lives
(in Years)
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Amortized intangibles:
Contractual backlog1.3$171 $(158)$13 
Customer relationships9.01,753 (672)1,081 
Trade names and trademarks11.1748 (182)566 
Total$2,672 $(1,012)$1,660 
Summary of Amortization Expense Recognized on Intangible Assets
Amortization expense recognized on identifiable intangible assets is as follows:
Three Months Ended March 31,
20252024
Cost of revenues$$— 
Selling, general, and administrative expenses57 50 
Total intangible asset amortization expense$60 $50 
v3.25.1
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)
3 Months Ended
Mar. 31, 2025
Fair Value Disclosures [Abstract]  
Summary of Fair Value Measurement Assets and Liabilities Measured On Recurring Basis
The following tables summarize the fair values and levels within the fair value hierarchy in which the measurements fall for assets and liabilities measured on a recurring basis as of March 31, 2025 and December 31, 2024:
Fair Value Measurements at March 31, 2025
Financial assets:Level 1Level 2Level 3Total
Derivatives designated as hedge instruments
Cash flow hedges –
Interest rate swaps$— $11 $— $11 
Cross currency contracts— 12 — 12 
Foreign currency forward contracts— — — — 
Fair value hedges – cross currency contracts— 37 — 37 
Net investment hedges – cross currency contracts— 23 — 23 
Derivatives not designated as hedge instruments
Foreign currency forward contracts— — 
Total$— $84 $— $84 
Financial liabilities:
Derivatives not designated as hedge instruments
Foreign currency forward contracts— (1)— (1)
Contingent consideration obligations— — (12)(12)
Total$— $(1)$(12)$(13)
Fair Value Measurements at December 31, 2024
Financial assets:Level 1Level 2Level 3 Total
Derivatives designated as hedge instruments
Cash flow hedges –
Interest rate swaps$— $25 $— $25 
Cross currency contracts— 14 — 14 
Foreign currency forward contracts— — — — 
Fair value hedges – cross currency contracts— 54 — 54 
Net investment hedges – cross currency contracts— 28 — 28 
Derivatives not designated as hedge instruments
Foreign currency forward contracts— — — — 
Total$— $121 $— $121 
Financial liabilities:
Derivatives not designated as hedge instruments
Foreign currency forward contracts— — — — 
Contingent consideration obligations— — (13)(13)
Total$— $— $(13)$(13)
Summary of Reconciliation of Fair Value of Contingent Consideration Obligations
The table below presents a reconciliation of the fair value of the Company’s contingent consideration obligations that use unobservable inputs (Level 3), as well as other information about the contingent consideration obligations:
Three Months Ended
March 31, 2025
Balance as of December 31, 2024$13 
Issuances— 
Settlements(1)
Balance as of March 31, 2025$12 
Number of open contingent consideration arrangements at the end of the period
Maximum potential payout at the end of the period$12 
Summary of Carrying and Fair Value Of Non-Variable Interest Rate Debt
The following table presents the carrying amount and fair value of the Company’s variable and non-variable interest rate debt (instruments defined in Note 10 – “Debt”), including current portions and excluding unamortized debt issuance costs. Fair value is estimated by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The interest rates of the variable interest rate long-term debt instruments are generally reset monthly.
March 31, 2025December 31, 2024
Carrying ValueFair ValueCarrying ValueFair Value
2021 Term Loan2,157 2,146 2,157 2,155 
4.125% Senior Notes
337 313 337 305 
4.750% Senior Notes
277 261 277 259 
v3.25.1
DERIVATIVES (Tables)
3 Months Ended
Mar. 31, 2025
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Summary of Fair Value of Derivative Instruments
The following table presents the fair value of derivative instruments:
March 31, 2025December 31, 2024
Outstanding Gross
Notional Amount
Other AssetsOther
Noncurrent liabilities
Outstanding Gross
Notional Amount
Other AssetsOther
Noncurrent liabilities
Derivatives designated as hedging instruments:
Cash flow hedges:     
Interest rate swaps$1,840 $11 $— $1,840 $25 $— 
Cross currency contracts120 12 — 120 14 — 
Foreign currency forward contracts18 — — — — — 
Fair value hedges:     
Cross currency contracts689 37 — 737 54 — 
Net investment hedges:     
Cross currency contracts230 23 — 230 28 — 
Total derivatives designated as hedging instruments2,897 83 — 2,927 121 — 
Derivatives not designated as hedging instruments:
Foreign currency forward contracts109 77 — — 
Total derivatives$3,006 $85 $$3,004 $121 $— 
Summary of Effect of Derivatives on Consolidated Statements of Operations and Accumulated Other Comprehensive Income (Loss)
The following table presents the after tax effect of derivatives on the condensed consolidated statements of operations:
Amount of income (expense) recognized in income
DerivativesLocation of income (expense)
recognized in the condensed consolidated statements of operations
Three Months Ended March 31,
20252024
Cash flow hedging relationships:
Interest rate swapsInterest expense, net$$
Cross currency contractsInvestment expense and other, net(5)
Cross currency contractsInterest expense, net
Foreign currency forward contractsInvestment expense and other, net— — 
Fair value hedging relationships:
Cross currency contractsInvestment expense and other, net(17)12 
Cross currency contractsInterest expense, net(1)
Net investment hedging relationships:
Cross currency contractsInterest expense, net
Not designated as hedging instruments:
Foreign currency forward contractsInvestment expense and other, net— — 
The following table presents the effect of cash flow and fair value hedge accounting on accumulated other comprehensive income (loss) ("AOCI"):
Amount of gain (loss)
recognized in other
comprehensive income
Location of gain (loss) reclassified from
AOCI into income
Amount of gain (loss)
reclassified from
AOCI into income
Three Months Ended
March 31,
Three Months Ended
March 31,
Derivatives2025202420252024
Cash flow hedging relationships:
Interest rate swaps$(11)$11 Interest expense, net$— $
Cross currency contracts(1)Investment expense and other, net(5)
Forward currency forward contracts— — Investment expense and other, net— — 
Fair value hedging relationships:
Cross currency contracts— — Investment expense and other, net(13)13 
Interest expense, net(2)— 
Net investment hedging relationships:
Cross currency contracts(3)Interest expense, net(1)(1)
v3.25.1
PROPERTY AND EQUIPMENT, NET (Tables)
3 Months Ended
Mar. 31, 2025
Property, Plant and Equipment [Abstract]  
Summary of Components of Property and Equipment
The components of property and equipment as of March 31, 2025 and December 31, 2024 are as follows:
Estimated
Useful Lives
(In Years)
March 31,
2025
December 31,
2024
LandN/A$21 $21 
Building39100 100 
Machinery, equipment, and office equipment
1-20
384 372 
Autos and trucks
4-10
121 113 
Leasehold improvements
1-15
51 47 
Total cost677 653 
Accumulated depreciation(305)(274)
Property and equipment, net$372 $379 
v3.25.1
DEBT (Tables)
3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
Summary of Debt Obligations
Debt obligations consist of the following:
Maturity DateMarch 31,
2025
December 31,
2024
Term loan facility
2021 Term LoanJanuary 3, 20292,157 2,157 
Revolving Credit FacilityJanuary 3, 2027— — 
Senior notes
4.125% Senior Notes
July 15, 2029337 337 
4.750% Senior Notes
October 15, 2029277 277 
Other obligations
Total debt obligations2,776 2,776 
Less: unamortized deferred financing costs(22)(23)
Total debt, net of deferred financing costs2,754 2,753 
Less: short-term and current portion of long-term debt(4)(4)
Long-term debt, less current portion$2,750 $2,749 
v3.25.1
EMPLOYEE BENEFIT PLANS (Tables)
3 Months Ended
Mar. 31, 2025
Retirement Benefits [Abstract]  
Components of Net Periodic Pension Benefit
The components of the net periodic pension cost for the defined benefit pension plans are as follows:
Three Months Ended March 31,
20252024
Service cost$$
Interest cost16 15 
Expected return on plan assets(17)(15)
Amortization of actuarial losses
Net periodic pension cost$$
v3.25.1
EARNINGS PER SHARE (Tables)
3 Months Ended
Mar. 31, 2025
Earnings Per Share [Abstract]  
Summary of Computation Earnings Per Common Share Using Two Class Method
The following table sets forth the computation of earnings per common share using the two-class method. The dilutive effect of outstanding Series A Preferred Stock, Series B Preferred Stock, the Series A Preferred Stock dividend, and the Series B Preferred Stock dividend is reflected in diluted EPS using the if-converted method and options, restricted shares, performance shares, and market shares are reflected using the treasury stock method. For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Series A Preferred Stock, Series B Preferred Stock, restricted shares, performance shares, market shares, and stock options are anti-dilutive. (Amounts in millions, except share and per share amounts.)
Three Months Ended March 31,
20252024
Basic earnings per common share:
Net income$35 $45 
Less income allocable to Series A Preferred Stock(4)— 
Less stock dividend attributable to Series B Preferred Stock— (7)
Less conversion of Series B Preferred Stock— (372)
Net income (loss) attributable to common shareholders$31 $(334)
Weighted average shares outstanding - basic277,233,887249,744,275
Income (loss) per common share - basic$0.11 $(1.34)
Diluted earnings per common share:
Net income$35 $45 
Less income allocable to Series A Preferred Stock(4)— 
Less stock dividend attributable to Series B Preferred Stock— (7)
Less conversion of Series B Preferred Stock— (372)
Net income (loss) attributable to common shareholders - diluted$31 $(334)
Weighted average shares outstanding - basic277,233,887249,744,275
Dilutive securities: (1)
Restricted stock units, warrants, and stock options1,043,167 — 
Weighted average shares outstanding - diluted278,277,054249,744,275
Income (loss) per common share - diluted$0.11 $(1.34)
(1)The following items were excluded from the calculation of diluted shares as their inclusion would be anti-dilutive:
a.For all periods presented, 4,000,000 shares of Series A Preferred Stock, which are convertible to the same number of common shares.
b.For the three months ended March 31, 2024, the year-to-date impact of 125,000 stock options to purchase the same number of common shares.
c.For the three months ended March 31, 2024, 1,188,112 time-based, performance-based, and market-based restricted stock units.
v3.25.1
SEGMENT INFORMATION (Tables)
3 Months Ended
Mar. 31, 2025
Segment Reporting [Abstract]  
Summary of Reconciliation Operating Income to EBITDA
Summarized financial information for the Company’s reportable segments are presented and reconciled to consolidated financial information in the following tables, including a reconciliation of segment earnings to income before income taxes:
Three Months Ended March 31, 2025
Safety
Services
Specialty
Services
Total
Revenues from external customers$1,267 $452 $1,719 
Intersegment revenues— 
Net revenues1,267 453 1,720 
Reconciliation of revenue:
Elimination of intersegment revenues(1)
Total consolidated revenues$1,719 
Less: (a)
Segment cost of revenues(b)
798 377 
Segment operating expenses (c)
278 62 
Plus:
Segment other income/expense— 
Depreciation11 
Segment earnings$199 $29 $228 
Reconciliation of profit/(loss):
Corporate/other profit/(loss) (d)
$(35)
Interest income/(expense)(38)
Depreciation(20)
Amortization(60)
Contingent consideration and compensation(1)
Non-service pension cost
(4)
Systems and business enablement
(12)
Business process transformation expenses(4)
Acquisition related expenses(3)
Restructuring program related costs(3)
Other(2)
Income before income taxes$46 
Asset information:
Total assets$6,320 $1,279 $7,599 
Capital expenditures11 
(a)     The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown and amortization expense is excluded from the amounts shown.
(b)     Segment cost of revenues consists of costs such as direct labor, materials, subcontract costs and indirect costs related to contract performance, adjusted for non-recurring items.
(c)     Segment operating expenses consist primarily of compensation and associated costs for sales and corporate marketing, administrative expenses associated with accounting, finance, legal, information systems, leadership development, and other corporate expenses, adjusted for non-recurring items.
(d)     Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.
Three Months Ended March 31, 2024
Safety
Services
Specialty
Services
Total
Revenues from external customers$1,117 $484 $1,601 
Intersegment revenues— 
Net revenues$1,117 $486 $1,603 
Reconciliation of revenue:
Elimination of intersegment revenues(2)
Total consolidated revenues$1,601 
Less: (a)
Segment cost of revenues (b)
713 397 
Segment operating expenses (c)
244 60 
Plus:
Segment other income/expense(2)
Depreciation12 
Segment earnings$165 $43 $208 
Reconciliation of profit/(loss):
Corporate/other profit/(loss) (d)
$(33)
Interest income/(expense)(34)
Depreciation(19)
Amortization(50)
Contingent consideration and compensation(2)
Non-service pension cost
(4)
Systems and business enablement
— 
Business process transformation expenses(6)
Acquisition related expenses(1)
Restructuring program related costs(5)
Other
Income before income taxes$63 
Asset information:
Total assets$5,460 $1,321 $6,781 
Capital expenditures10 15 
(a)     The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown and amortization expense is excluded from the amounts shown.
(b)     Segment cost of revenues consists of costs such as direct labor, materials, subcontract costs and indirect costs related to contract performance, adjusted for non-recurring items.
(c)     Segment operating expenses consist primarily of compensation and associated costs for sales and corporate marketing, administrative expenses associated with accounting, finance, legal, information systems, leadership development, and other corporate expenses, adjusted for non-recurring items.
(d)     Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.
v3.25.1
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - (Details)
$ in Millions
3 Months Ended
Mar. 31, 2025
USD ($)
jointVenture
location
Mar. 31, 2024
USD ($)
Dec. 31, 2024
USD ($)
Product Information [Line Items]      
Number of locations | location 500    
Number of consolidated joint ventures | jointVenture 1    
Net income $ 35 $ 45  
Joint Ventures      
Product Information [Line Items]      
Net income 3 $ 2  
Joint Ventures | Other Assets      
Product Information [Line Items]      
Investment balance $ 1   $ 4
v3.25.1
BUSINESS COMBINATIONS - Additional Information (Details)
$ in Millions
3 Months Ended 12 Months Ended
Dec. 02, 2024
USD ($)
Oct. 01, 2024
USD ($)
Sep. 03, 2024
USD ($)
Jun. 03, 2024
USD ($)
state
Mar. 31, 2025
USD ($)
arrangement
business
Dec. 31, 2024
USD ($)
business
Business Acquisition [Line Items]            
Goodwill, expected tax deductible amount           $ 84
Net revenues from material acquisitions         $ 98  
Operating income from material acquisitions         $ 1  
Number of arrangements for provisions | arrangement         3  
Elevated Acquisition            
Business Acquisition [Line Items]            
Total consideration       $ 578    
Cash paid at closing       $ 572    
Equity interests acquired       100.00%    
Number of states in which customers are served | state       18    
Goodwill, expected tax deductible amount         $ 19  
Cash deposited into escrow       $ 6    
Acquisition A24            
Business Acquisition [Line Items]            
Total consideration     $ 33      
Cash paid at closing     24      
Accrued consideration     9      
Cash deposited into escrow     $ 0      
Acquisition B24            
Business Acquisition [Line Items]            
Total consideration   $ 101        
Cash paid at closing   99        
Accrued consideration   0        
Cash deposited into escrow   $ 2        
Acquisition C24            
Business Acquisition [Line Items]            
Total consideration $ 33          
Cash paid at closing 26          
Accrued consideration 7          
Cash deposited into escrow $ 0          
Other 2024 acquisitions            
Business Acquisition [Line Items]            
Number of businesses acquired | business         1 9
Total consideration         $ 8 $ 76
Cash paid at closing         6 63
Accrued consideration         2 13
Cash deposited into escrow           0
API Acquisition            
Business Acquisition [Line Items]            
Contingent compensation         1 0
Maximum payout of contingent compensation         2 2
Payout of accrued contingent compensation         1 0
Liability for deferred payments         $ 24 $ 28
API Acquisition | Minimum            
Business Acquisition [Line Items]            
Contingent compensation arrangements recognized period         1 year  
Liability for deferred payments recognition period         1 year  
API Acquisition | Maximum            
Business Acquisition [Line Items]            
Contingent compensation arrangements recognized period         4 years  
Liability for deferred payments recognition period         4 years  
v3.25.1
BUSINESS COMBINATIONS - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Dec. 02, 2024
Oct. 01, 2024
Sep. 03, 2024
Jun. 03, 2024
Mar. 31, 2025
Dec. 31, 2024
Business Acquisition [Line Items]            
Goodwill         $ 2,940 $ 2,894
Elevated Acquisition            
Business Acquisition [Line Items]            
Cash paid at closing       $ 572    
Cash deposited into escrow       6    
Total net consideration       578    
Cash and cash equivalents       7    
Accounts receivable       29    
Contract assets       14    
Other current assets       7    
Property and equipment       4    
Operating lease right-of-use assets       2    
Intangible assets       222    
Goodwill       398    
Accounts payable       (12)    
Contract liabilities       (15)    
Other accrued liabilities       (15)    
Current and noncurrent operating and finance lease liabilities       (3)    
Deferred tax liabilities       (54)    
Other noncurrent liabilities       (6)    
Net assets acquired       $ 578    
Acquisition A24            
Business Acquisition [Line Items]            
Cash paid at closing     $ 24      
Cash deposited into escrow     0      
Accrued consideration     9      
Total net consideration     33      
Cash and cash equivalents     6      
Accounts receivable     15      
Contract assets     0      
Other current assets     2      
Property and equipment     3      
Intangible assets     8      
Goodwill     9      
Accounts payable     (2)      
Contract liabilities     (5)      
Other accrued liabilities     (3)      
Deferred tax liabilities     0      
Net assets acquired     $ 33      
Acquisition B24            
Business Acquisition [Line Items]            
Cash paid at closing   $ 99        
Cash deposited into escrow   2        
Accrued consideration   0        
Total net consideration   101        
Cash and cash equivalents   0        
Accounts receivable   19        
Contract assets   2        
Other current assets   3        
Property and equipment   3        
Intangible assets   45        
Goodwill   44        
Accounts payable   (4)        
Contract liabilities   (1)        
Other accrued liabilities   (8)        
Deferred tax liabilities   (2)        
Net assets acquired   $ 101        
Acquisition C24            
Business Acquisition [Line Items]            
Cash paid at closing $ 26          
Cash deposited into escrow 0          
Accrued consideration 7          
Total net consideration 33          
Cash and cash equivalents 2          
Accounts receivable 10          
Contract assets 0          
Other current assets 1          
Property and equipment 0          
Intangible assets 10          
Goodwill 18          
Accounts payable (2)          
Contract liabilities 0          
Other accrued liabilities (3)          
Deferred tax liabilities (3)          
Net assets acquired $ 33          
Other 2024 acquisitions            
Business Acquisition [Line Items]            
Cash paid at closing         6 63
Cash deposited into escrow           0
Accrued consideration         2 13
Total net consideration         $ 8 76
Cash and cash equivalents           1
Accounts receivable           1
Contract assets           0
Other current assets           0
Property and equipment           3
Intangible assets           34
Goodwill           42
Accounts payable           0
Contract liabilities           (2)
Other accrued liabilities           0
Deferred tax liabilities           (3)
Net assets acquired           $ 76
v3.25.1
RESTRUCTURING - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Restructuring Cost and Reserve [Line Items]    
Asset impairment charges $ 0 $ 0
Program related costs 3 5
Program Related Costs    
Restructuring Cost and Reserve [Line Items]    
Program related costs 2 $ 4
2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring costs 2  
Restructuring liabilities 11  
Chubb Acquisition | 2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring costs 79  
Expected restructuring costs 125  
Safety Services | Chubb Acquisition | 2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring costs $ 0  
v3.25.1
RESTRUCTURING - Summary of Restructuring Program (Details) - Employee Severance - 2022 Restructuring Program - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Restructuring Reserve [Roll Forward]    
Restructuring reserve, beginning balance $ 15 $ 32
Charges   1
Payments (4) (8)
Currency translation adjustment   (1)
Restructuring reserve, ending balance $ 11 $ 24
v3.25.1
NET REVENUES - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Dec. 31, 2024
Disaggregation of Revenue [Line Items]    
Revenue from contract with customer, typical contract period (less than) 6 months  
Aggregate amount of transaction price allocated to unsatisfied performance obligation $ 3,224  
Retentions receivable 169 $ 160
Retentions receivable, may not be received within one year $ 40 $ 38
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-04-01    
Disaggregation of Revenue [Line Items]    
Percentage of recognized revenue of remaining performance obligations over the next 12 months 86.00%  
Revenue, remaining performance obligation, expected timing of satisfaction, period 12 months  
Minimum    
Disaggregation of Revenue [Line Items]    
Revenue from contract with customer, contract period 7 days  
Maximum    
Disaggregation of Revenue [Line Items]    
Revenue from contract with customer, contract period 3 years  
v3.25.1
NET REVENUES - Summary of Disaggregated Net Revenues (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Disaggregation of Revenue [Line Items]    
Net revenues $ 1,719 $ 1,601
Operating Segments    
Disaggregation of Revenue [Line Items]    
Net revenues 1,720 1,603
Corporate and Eliminations    
Disaggregation of Revenue [Line Items]    
Net revenues (1) (2)
United States    
Disaggregation of Revenue [Line Items]    
Net revenues 1,079 962
United States | Corporate and Eliminations    
Disaggregation of Revenue [Line Items]    
Net revenues (1) (2)
France    
Disaggregation of Revenue [Line Items]    
Net revenues 161 162
France | Corporate and Eliminations    
Disaggregation of Revenue [Line Items]    
Net revenues 0 0
Other    
Disaggregation of Revenue [Line Items]    
Net revenues 479 477
Other | Corporate and Eliminations    
Disaggregation of Revenue [Line Items]    
Net revenues 0 0
Life Safety    
Disaggregation of Revenue [Line Items]    
Net revenues 1,267 1,117
Infrastructure/Utility    
Disaggregation of Revenue [Line Items]    
Net revenues 185 205
Fabrication and Distribution    
Disaggregation of Revenue [Line Items]    
Net revenues 70 61
Specialty Contracting    
Disaggregation of Revenue [Line Items]    
Net revenues 198 220
Corporate and Elimination    
Disaggregation of Revenue [Line Items]    
Net revenues 1,719 1,601
Safety Services | Operating Segments    
Disaggregation of Revenue [Line Items]    
Net revenues 1,267 1,117
Safety Services | United States | Operating Segments    
Disaggregation of Revenue [Line Items]    
Net revenues 627 483
Safety Services | France | Operating Segments    
Disaggregation of Revenue [Line Items]    
Net revenues 161 162
Safety Services | Other | Operating Segments    
Disaggregation of Revenue [Line Items]    
Net revenues 479 472
Safety Services | Life Safety | Operating Segments    
Disaggregation of Revenue [Line Items]    
Net revenues 1,267 1,117
Safety Services | Infrastructure/Utility | Operating Segments    
Disaggregation of Revenue [Line Items]    
Net revenues 0 0
Safety Services | Fabrication and Distribution | Operating Segments    
Disaggregation of Revenue [Line Items]    
Net revenues 0 0
Safety Services | Specialty Contracting | Operating Segments    
Disaggregation of Revenue [Line Items]    
Net revenues 0 0
Specialty Services | Operating Segments    
Disaggregation of Revenue [Line Items]    
Net revenues 453 486
Specialty Services | United States | Operating Segments    
Disaggregation of Revenue [Line Items]    
Net revenues 453 481
Specialty Services | France | Operating Segments    
Disaggregation of Revenue [Line Items]    
Net revenues 0 0
Specialty Services | Other | Operating Segments    
Disaggregation of Revenue [Line Items]    
Net revenues 0 5
Specialty Services | Life Safety | Operating Segments    
Disaggregation of Revenue [Line Items]    
Net revenues 0 0
Specialty Services | Infrastructure/Utility | Operating Segments    
Disaggregation of Revenue [Line Items]    
Net revenues 185 205
Specialty Services | Fabrication and Distribution | Operating Segments    
Disaggregation of Revenue [Line Items]    
Net revenues 70 61
Specialty Services | Specialty Contracting | Operating Segments    
Disaggregation of Revenue [Line Items]    
Net revenues $ 198 $ 220
v3.25.1
NET REVENUES - Summary of Accounts Receivable, Net of Allowances, Contract Assets and Contract Liabilities from Contracts with Customer (Details) - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]    
Accounts receivable, net of allowances $ 1,356 $ 1,444
Contract assets 485 453
Contract liabilities $ 634 $ 590
v3.25.1
GOODWILL AND INTANGIBLES - Summary of Changes In Carrying Amounts of Goodwill By Reportable Segments (Details)
$ in Millions
3 Months Ended
Mar. 31, 2025
USD ($)
Goodwill [Roll Forward]  
Beginning Balance $ 2,894
Acquisitions 5
Foreign currency translation and other, net 41
Ending Balance 2,940
Safety Services  
Goodwill [Roll Forward]  
Beginning Balance 2,661
Acquisitions 5
Foreign currency translation and other, net 41
Ending Balance 2,707
Specialty Services  
Goodwill [Roll Forward]  
Beginning Balance 233
Acquisitions 0
Foreign currency translation and other, net 0
Ending Balance $ 233
v3.25.1
GOODWILL AND INTANGIBLES - Summary of Identifiable Intangible Assets (Details) - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 2,715 $ 2,672
Accumulated Amortization (1,080) (1,012)
Net Carrying Amount $ 1,635 $ 1,660
Contractual backlog    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Lives (in Years) 1 year 1 month 6 days 1 year 3 months 18 days
Gross Carrying Amount $ 172 $ 171
Accumulated Amortization (162) (158)
Net Carrying Amount $ 10 $ 13
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Lives (in Years) 8 years 10 months 24 days 9 years
Gross Carrying Amount $ 1,785 $ 1,753
Accumulated Amortization (720) (672)
Net Carrying Amount $ 1,065 $ 1,081
Trade names and trademarks    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Lives (in Years) 10 years 8 months 12 days 11 years 1 month 6 days
Gross Carrying Amount $ 758 $ 748
Accumulated Amortization (198) (182)
Net Carrying Amount $ 560 $ 566
v3.25.1
GOODWILL AND INTANGIBLES - Summary of Amortization Expense Recognized on Intangible Assets (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Finite-Lived Intangible Assets [Line Items]    
Total intangible asset amortization expense $ 60 $ 50
Cost of revenues    
Finite-Lived Intangible Assets [Line Items]    
Total intangible asset amortization expense 3 0
Selling, general, and administrative expenses    
Finite-Lived Intangible Assets [Line Items]    
Total intangible asset amortization expense $ 57 $ 50
v3.25.1
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Fair Value Measurement Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset $ 85 $ 121
Financial assets 84 121
Contingent consideration obligations (12) (13)
Financial liabilities (13) (13)
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial assets 0 0
Contingent consideration obligations 0 0
Financial liabilities 0 0
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial assets 84 121
Contingent consideration obligations 0 0
Financial liabilities (1) 0
Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial assets 0 0
Contingent consideration obligations (12) (13)
Financial liabilities (12) (13)
Derivatives designated as hedge instruments    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 83 121
Derivatives designated as hedge instruments | Interest rate swaps | Cash flow hedges –    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 11 25
Derivatives designated as hedge instruments | Cross currency contracts | Cash flow hedges –    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 12 14
Derivatives designated as hedge instruments | Cross currency contracts | Fair value hedges:    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 37 54
Derivatives designated as hedge instruments | Cross currency contracts | Net investment hedges:    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 23 28
Derivatives designated as hedge instruments | Foreign currency forward contracts | Cash flow hedges –    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 0 0
Derivatives designated as hedge instruments | Foreign currency forward contracts | Cash flow hedges –    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 0 0
Derivatives designated as hedge instruments | Level 1 | Interest rate swaps | Cash flow hedges –    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 0 0
Derivatives designated as hedge instruments | Level 1 | Cross currency contracts | Cash flow hedges –    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 0 0
Derivatives designated as hedge instruments | Level 1 | Cross currency contracts | Fair value hedges:    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 0 0
Derivatives designated as hedge instruments | Level 1 | Cross currency contracts | Net investment hedges:    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 0 0
Derivatives designated as hedge instruments | Level 1 | Foreign currency forward contracts | Cash flow hedges –    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 0 0
Derivatives designated as hedge instruments | Level 2 | Interest rate swaps | Cash flow hedges –    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 11 25
Derivatives designated as hedge instruments | Level 2 | Cross currency contracts | Cash flow hedges –    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 12 14
Derivatives designated as hedge instruments | Level 2 | Cross currency contracts | Fair value hedges:    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 37 54
Derivatives designated as hedge instruments | Level 2 | Cross currency contracts | Net investment hedges:    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 23 28
Derivatives designated as hedge instruments | Level 2 | Foreign currency forward contracts | Cash flow hedges –    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 0 0
Derivatives designated as hedge instruments | Level 3 | Interest rate swaps | Cash flow hedges –    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 0 0
Derivatives designated as hedge instruments | Level 3 | Cross currency contracts | Cash flow hedges –    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 0 0
Derivatives designated as hedge instruments | Level 3 | Cross currency contracts | Fair value hedges:    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 0 0
Derivatives designated as hedge instruments | Level 3 | Cross currency contracts | Net investment hedges:    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 0 0
Derivatives designated as hedge instruments | Level 3 | Foreign currency forward contracts | Cash flow hedges –    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 0 0
Derivatives not designated as hedge instruments | Foreign currency forward contracts    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 1 0
Derivatives not designated as hedge instruments | Foreign currency forward contracts    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 2 0
Derivative liability (1) 0
Derivatives not designated as hedge instruments | Level 1 | Foreign currency forward contracts    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 0 0
Derivatives not designated as hedge instruments | Level 1 | Foreign currency forward contracts    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability 0 0
Derivatives not designated as hedge instruments | Level 2 | Foreign currency forward contracts    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 1 0
Derivatives not designated as hedge instruments | Level 2 | Foreign currency forward contracts    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability (1) 0
Derivatives not designated as hedge instruments | Level 3 | Foreign currency forward contracts    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative asset 0 0
Derivatives not designated as hedge instruments | Level 3 | Foreign currency forward contracts    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability $ 0 $ 0
v3.25.1
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Reconciliation of Fair Value of Contingent Consideration Obligations (Details)
$ in Millions
3 Months Ended
Mar. 31, 2025
USD ($)
arrangement
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]  
Balance at beginning of period $ 13
Issuances 0
Settlements (1)
Balance at end of period $ 12
Number of open contingent consideration arrangements at the end of the period | arrangement 8
Maximum potential payout at the end of the period $ 12
v3.25.1
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Carrying And Fair Value Of Non-Variable Interest Rate Debt (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Mar. 31, 2025
Dec. 31, 2024
Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Carrying Value $ 2,776 $ 2,776  
4.125% Senior Notes      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Line of credit facility, interest rate 4.125% 4.125% 4.125%
Carrying Value $ 337 $ 337  
4.750% Senior Notes      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Line of credit facility, interest rate 4.75% 4.75% 4.75%
Carrying Value $ 277 $ 277  
Level 2 | 2021 Term Loan      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Carrying Value 2,157 2,157  
Fair Value 2,146 2,155  
Level 2 | Fixed Income Interest Rate | Senior Notes | 4.125% Senior Notes      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Carrying Value 337 337  
Fair Value 313 305  
Level 2 | Fixed Income Interest Rate | Senior Notes | 4.750% Senior Notes      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Carrying Value 277 277  
Fair Value $ 261 $ 259  
v3.25.1
DERIVATIVES - Summary of Fair Value of Derivative Instruments (Details) - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
Dec. 31, 2021
Derivative Instruments, Gain (Loss) [Line Items]      
Outstanding Gross Notional Amount $ 3,006 $ 3,004  
Other Assets 85 121  
Other Noncurrent liabilities 1 0  
Interest rate swaps      
Derivative Instruments, Gain (Loss) [Line Items]      
Outstanding Gross Notional Amount 1,840    
Derivatives designated as hedging instruments:      
Derivative Instruments, Gain (Loss) [Line Items]      
Outstanding Gross Notional Amount 2,897 2,927  
Other Assets 83 121  
Other Noncurrent liabilities 0 0  
Derivatives designated as hedging instruments: | Interest rate swaps | Cash flow hedges –      
Derivative Instruments, Gain (Loss) [Line Items]      
Outstanding Gross Notional Amount 1,840 1,840  
Other Assets 11 25  
Other Noncurrent liabilities 0 0  
Derivatives designated as hedging instruments: | Cross currency contracts | Cash flow hedges –      
Derivative Instruments, Gain (Loss) [Line Items]      
Outstanding Gross Notional Amount 120 120  
Other Assets 12 14  
Other Noncurrent liabilities 0 0  
Derivatives designated as hedging instruments: | Cross currency contracts | Fair value hedges:      
Derivative Instruments, Gain (Loss) [Line Items]      
Outstanding Gross Notional Amount 689 737  
Other Assets 37 54  
Other Noncurrent liabilities 0 0  
Derivatives designated as hedging instruments: | Cross currency contracts | Net investment hedges:      
Derivative Instruments, Gain (Loss) [Line Items]      
Outstanding Gross Notional Amount 230 230 $ 230
Other Assets 23 28  
Other Noncurrent liabilities 0 0  
Derivatives designated as hedging instruments: | Foreign currency forward contracts | Cash flow hedges –      
Derivative Instruments, Gain (Loss) [Line Items]      
Outstanding Gross Notional Amount 18 0  
Other Assets 0 0  
Other Noncurrent liabilities 0 0  
Derivatives not designated as hedge instruments | Foreign currency forward contracts      
Derivative Instruments, Gain (Loss) [Line Items]      
Outstanding Gross Notional Amount 109 77  
Other Assets 2 0  
Other Noncurrent liabilities $ 1 $ 0  
v3.25.1
DERIVATIVES - Summary of Effect of Derivatives on Consolidated Statements of Operations (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Derivatives designated as hedging instruments: | Interest rate swaps | Cash flow hedges –    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of income (expense) recognized in income $ 2 $ 9
Derivatives designated as hedging instruments: | Cross currency contracts | Cash flow hedges – | Investment expense and other, net    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of income (expense) recognized in income (5) 2
Derivatives designated as hedging instruments: | Cross currency contracts | Cash flow hedges – | Interest expense, net    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of income (expense) recognized in income 1 1
Derivatives designated as hedging instruments: | Cross currency contracts | Fair value hedges: | Investment expense and other, net    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of income (expense) recognized in income (17) 12
Derivatives designated as hedging instruments: | Cross currency contracts | Fair value hedges: | Interest expense, net    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of income (expense) recognized in income (1) 1
Derivatives designated as hedging instruments: | Cross currency contracts | Net investment hedges:    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of income (expense) recognized in income 1 1
Derivatives designated as hedging instruments: | Foreign currency forward contracts | Cash flow hedges –    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of income (expense) recognized in income 0 0
Derivatives not designated as hedge instruments | Foreign currency forward contracts    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of income (expense) recognized in income $ 0 $ 0
v3.25.1
DERIVATIVES - Additional Information (Details)
$ in Millions
1 Months Ended 3 Months Ended 12 Months Ended
Jan. 31, 2022
swap
Mar. 31, 2025
USD ($)
Mar. 31, 2024
USD ($)
Dec. 31, 2021
USD ($)
swap
Dec. 31, 2024
USD ($)
May 19, 2023
USD ($)
Dec. 31, 2022
USD ($)
Derivative Instruments, Gain (Loss) [Line Items]              
Derivative notional amount   $ 3,006     $ 3,004    
Total debt obligations   2,776     2,776    
Term loan facility              
Derivative Instruments, Gain (Loss) [Line Items]              
Total debt obligations   2,157          
Derivatives designated as hedging instruments:              
Derivative Instruments, Gain (Loss) [Line Items]              
Derivative notional amount   2,897     2,927    
Derivatives designated as hedging instruments: | Net investment hedges:              
Derivative Instruments, Gain (Loss) [Line Items]              
Annual reduction in interest expense       $ 3      
Reduction in overall effective interest rate       0.24%      
Derivatives designated as hedging instruments: | Forward-starting Swaps              
Derivative Instruments, Gain (Loss) [Line Items]              
Annual reduction in interest expense       $ 1      
Foreign currency forward contracts              
Derivative Instruments, Gain (Loss) [Line Items]              
Other income (expense), net   0 $ 0        
2024 Interest Rate Swap | Derivatives designated as hedging instruments:              
Derivative Instruments, Gain (Loss) [Line Items]              
Derivative notional amount             $ 720
Cross currency contracts              
Derivative Instruments, Gain (Loss) [Line Items]              
Reclassification from AOCI, Current Period, before Tax, Attributable to Parent   2          
Cross currency contracts | Derivatives designated as hedging instruments:              
Derivative Instruments, Gain (Loss) [Line Items]              
Number of foreign currency derivatives swaps held | swap       2      
Cross currency contracts | Derivatives designated as hedging instruments: | September 2027              
Derivative Instruments, Gain (Loss) [Line Items]              
Derivative notional amount       $ 26      
Cross currency contracts | Derivatives designated as hedging instruments: | September 2030              
Derivative Instruments, Gain (Loss) [Line Items]              
Derivative notional amount       94      
Cross currency contracts | Derivatives designated as hedging instruments: | Net investment hedges:              
Derivative Instruments, Gain (Loss) [Line Items]              
Derivative notional amount   230   $ 230 230    
Unrealized pre-tax gains remaining in AOCI   0          
Cross currency contracts | Derivatives designated as hedging instruments: | Net investment hedges: | Australia, Dollars              
Derivative Instruments, Gain (Loss) [Line Items]              
Fair value of hedge         16    
Cross currency contracts | Derivatives designated as hedging instruments: | Net investment hedges: | United Kingdom, Pounds              
Derivative Instruments, Gain (Loss) [Line Items]              
Fair value of hedge             271
Number of derivative swaps entered into during the period | swap 3            
Cross currency contracts | Derivatives designated as hedging instruments: | Net investment hedges: | Canada, Dollars              
Derivative Instruments, Gain (Loss) [Line Items]              
Fair value of hedge   241         241
Terminated notional amount   61          
Cross currency contracts | Derivatives designated as hedging instruments: | Net investment hedges: | Euro Member Countries, Euro              
Derivative Instruments, Gain (Loss) [Line Items]              
Fair value of hedge             $ 209
2026 Interest Rate Swap              
Derivative Instruments, Gain (Loss) [Line Items]              
Derivative notional amount   720       $ 720  
Derivative, fixed interest rate           3.59%  
2028 Interest Rate Swap              
Derivative Instruments, Gain (Loss) [Line Items]              
Derivative notional amount   400       $ 400  
Interest rate swaps              
Derivative Instruments, Gain (Loss) [Line Items]              
Derivative notional amount   $ 1,840          
Derivative, fixed interest rate           3.41%  
Interest rate swaps | Derivatives designated as hedging instruments:              
Derivative Instruments, Gain (Loss) [Line Items]              
Derivative, fixed interest rate   3.52%          
2029 Interest Rate Swap              
Derivative Instruments, Gain (Loss) [Line Items]              
Derivative notional amount         $ 720    
Derivative, fixed interest rate         3.13%    
v3.25.1
DERIVATIVES - Summary of Effect of Cash Flow and Fair Value Hedge Accounting on Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Cash flow hedges – | Interest rate swaps    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of gain (loss) recognized in other comprehensive income, cash flow hedges $ (11) $ 11
Cash flow hedges – | Interest rate swaps | Interest expense, net    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of gain (loss) reclassified from AOCI into income, cash flow hedging 0 4
Cash flow hedges – | Cross currency contracts    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of gain (loss) recognized in other comprehensive income, cash flow hedges 2 (1)
Cash flow hedges – | Cross currency contracts | Investment expense and other, net    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of gain (loss) reclassified from AOCI into income, cash flow hedging (5) 2
Cash flow hedges – | Foreign currency forward contracts    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of gain (loss) recognized in other comprehensive income, cash flow hedges 0 0
Cash flow hedges – | Foreign currency forward contracts | Investment expense and other, net    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of gain (loss) reclassified from AOCI into income, cash flow hedging 0 0
Fair value hedges: | Cross currency contracts    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of gain (loss) recognized in other comprehensive income, fair value hedging 0 0
Fair value hedges: | Cross currency contracts | Interest expense, net    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of gain (loss) reclassified from AOCI into income, fair value hedging (2) 0
Fair value hedges: | Cross currency contracts | Investment expense and other, net    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of gain (loss) reclassified from AOCI into income, fair value hedging (13) 13
Net investment hedges: | Cross currency contracts    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of gain (loss) recognized in other comprehensive income, net investment hedging (3) 2
Net investment hedges: | Cross currency contracts | Interest expense, net    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of gain (loss) reclassified from AOCI into income, net investment hedging $ (1) $ (1)
v3.25.1
PROPERTY AND EQUIPMENT, NET - Summary of Components of Property and Equipment (Details) - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
Property, Plant and Equipment [Line Items]    
Total cost $ 677 $ 653
Accumulated depreciation (305) (274)
Property and equipment, net 372 379
Land    
Property, Plant and Equipment [Line Items]    
Total cost $ 21 21
Building    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 39 years  
Total cost $ 100 100
Machinery, equipment, and office equipment    
Property, Plant and Equipment [Line Items]    
Total cost $ 384 372
Machinery, equipment, and office equipment | Minimum    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 1 year  
Machinery, equipment, and office equipment | Maximum    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 20 years  
Autos and trucks    
Property, Plant and Equipment [Line Items]    
Total cost $ 121 113
Autos and trucks | Minimum    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 4 years  
Autos and trucks | Maximum    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 10 years  
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Total cost $ 51 $ 47
Leasehold improvements | Minimum    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 1 year  
Leasehold improvements | Maximum    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 15 years  
v3.25.1
PROPERTY AND EQUIPMENT, NET - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Property, Plant and Equipment [Abstract]    
Depreciation $ 20 $ 19
v3.25.1
DEBT - Summary of Debt Obligations (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Mar. 31, 2025
Dec. 31, 2024
Dec. 31, 2022
Line of Credit Facility [Line Items]      
Total debt obligations $ 2,776 $ 2,776  
Less: unamortized deferred financing costs (22) (23)  
Total debt, net of deferred financing costs 2,754 2,753  
Short-term and current portion of long-term debt (4) (4)  
Long-term debt, less current portion 2,750 2,749  
Term loan facility      
Line of Credit Facility [Line Items]      
Total debt obligations 2,157    
Term loan facility | 2021 Term Loan      
Line of Credit Facility [Line Items]      
Total debt obligations 2,157 2,157  
Term loan facility | Revolving Credit Facility      
Line of Credit Facility [Line Items]      
Total debt obligations $ 0 $ 0  
4.125% Senior Notes      
Line of Credit Facility [Line Items]      
Line of credit facility, interest rate 4.125% 4.125% 4.125%
Total debt obligations $ 337 $ 337  
4.750% Senior Notes      
Line of Credit Facility [Line Items]      
Line of credit facility, interest rate 4.75% 4.75% 4.75%
Total debt obligations $ 277 $ 277  
Other obligations      
Line of Credit Facility [Line Items]      
Total debt obligations $ 5 $ 5  
v3.25.1
DEBT - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
Dec. 31, 2022
Feb. 28, 2024
May 19, 2023
Short-term Debt [Line Items]            
Repayments of long term debt $ 2 $ 2        
Line of credit, maximum borrowing capacity         $ 300  
Derivative notional amount 3,006   $ 3,004      
Acquisition of Construction Equipment and Vehicles            
Short-term Debt [Line Items]            
Notes payable 5   5      
2026 Interest Rate Swap            
Short-term Debt [Line Items]            
Derivative notional amount 720         $ 720
Derivative, fixed interest rate           3.59%
Interest rate swaps            
Short-term Debt [Line Items]            
Derivative notional amount 1,840          
Derivative, fixed interest rate           3.41%
2028 Interest Rate Swap            
Short-term Debt [Line Items]            
Derivative notional amount $ 400         $ 400
2029 Interest Rate Swap            
Short-term Debt [Line Items]            
Derivative notional amount     $ 720      
Derivative, fixed interest rate     3.13%      
4.125% Senior Notes            
Short-term Debt [Line Items]            
Total debt obligations       $ 350    
Line of credit facility, interest rate 4.125%   4.125% 4.125%    
Repurchase amount of senior notes $ 337          
4.750% Senior Notes            
Short-term Debt [Line Items]            
Total debt obligations       $ 300    
Line of credit facility, interest rate 4.75%   4.75% 4.75%    
Repurchase amount of senior notes $ 277          
2021 Term Loan            
Short-term Debt [Line Items]            
Total debt obligations $ 2,157          
Debt instrument, reduction in basis spread on variable rate 0.0025   0.0050      
2021 Term Loan | Term loan facility            
Short-term Debt [Line Items]            
Line of credit facility, increase     $ 550      
Line of credit, maximum borrowing capacity     300      
2021 Term Loan | Term loan facility | Interest rate swaps            
Short-term Debt [Line Items]            
Derivative, fixed interest rate 5.16%          
2021 Term Loan | Term loan facility | 2029 Interest Rate Swap            
Short-term Debt [Line Items]            
Derivative notional amount     $ 720      
Derivative, fixed interest rate     3.13%      
2021 Term Loan | Term loan facility | Base Rate            
Short-term Debt [Line Items]            
Debt, variable interest rate 0.75%          
2021 Term Loan | Term loan facility | Secured Overnight Financing Rate (SOFR)            
Short-term Debt [Line Items]            
Debt, variable interest rate 1.75%          
2021 Term Loan | Term loan facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest rate swaps            
Short-term Debt [Line Items]            
Derivative, fixed interest rate 3.41%          
Revolving Credit Facility | Term loan facility            
Short-term Debt [Line Items]            
Total debt obligations $ 0   $ 0      
Debt instrument term 5 years          
Line of credit net letters of credit outstanding $ 494   494      
Letters of credit outstanding 6   6      
Repayments of long term debt     100      
Revolving Credit Facility | Term loan facility | Maximum | Two Thousand Twenty Two Incremental Amendment            
Short-term Debt [Line Items]            
Total debt obligations $ 500          
Revolving Credit Facility | Term loan facility | Base Rate            
Short-term Debt [Line Items]            
Debt, variable interest rate 1.25%          
Revolving Credit Facility | Term loan facility | Secured Overnight Financing Rate (SOFR)            
Short-term Debt [Line Items]            
Debt, variable interest rate 2.25%          
2019 Term Loan            
Short-term Debt [Line Items]            
Remaining line of credit outstanding (unswapped portion) $ 1,037          
2019 Term Loan | Term loan facility            
Short-term Debt [Line Items]            
Repayments of long term debt     $ 330      
2019 Term Loan | Term loan facility | Interest rate swaps            
Short-term Debt [Line Items]            
Derivative, fixed interest rate 5.34%          
2019 Term Loan | Term loan facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest rate swaps            
Short-term Debt [Line Items]            
Derivative, fixed interest rate 3.59%          
2019 Term Loan | Term loan facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | Interest rate swaps            
Short-term Debt [Line Items]            
Term loan interest, basis points 1.75%          
v3.25.1
INCOME TAXES (Details) - USD ($)
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
Operating Loss Carryforwards [Line Items]      
Effective tax rate 23.40% 28.00%  
U.S. Federal income tax rate 21.00% 21.00%  
Deferred tax assets, valuation allowance $ 94,000,000    
Unrecognized tax benefits 10,000,000   $ 9,000,000
Income tax penalties and interest accrued 4,000,000   $ 3,000,000
Income tax interest expense 1,000,000 $ 1,000,000  
Unrecognized tax benefits that would impact effective tax rate 13,000,000    
Expects unrecognized tax benefits to expire in the next 12 months 1,000,000    
Domestic Tax Authority      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards 1,000,000    
State and Local Jurisdiction      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards $ 21,000,000    
State and Local Jurisdiction | Minimum      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards, carryforward term 5 years    
State and Local Jurisdiction | Maximum      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards, carryforward term 20 years    
Foreign Tax Authority      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards $ 95,000,000    
Operating loss carryforwards, carryforward term 20 years    
Operating loss carryback term 3 years    
v3.25.1
EMPLOYEE BENEFIT PLANS -Summary of Components of Net Periodic Pension Benefit (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Retirement Benefits [Abstract]    
Service cost $ 1 $ 1
Interest cost 16 15
Expected return on plan assets (17) (15)
Amortization of actuarial losses 5 5
Net periodic pension cost $ 5 $ 6
v3.25.1
EMPLOYEE BENEFIT PLANS - Additional Information (Details) - USD ($)
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
ESPP    
Multiemployer Plans [Line Items]    
Share-based compensation arrangement by share-based payment award, purchase price of common stock, percent 85.00%  
Maximum number of shares purchased in offering period (in shares) 500  
Maximum value of common stock purchased during period under ESPP $ 10,000  
Expense related to ESPP 2,000,000 $ 1,000,000
Multiemployer Plans    
Multiemployer Plans [Line Items]    
Contributions to multiemployer plans 21,000,000 19,000,000
Profit Sharing Plan    
Multiemployer Plans [Line Items]    
Expense recognized $ 9,000,000 $ 6,000,000
v3.25.1
RELATED-PARTY TRANSACTIONS (Details) - USD ($)
$ / shares in Units, $ in Millions
1 Months Ended 3 Months Ended 12 Months Ended
Feb. 29, 2024
Dec. 31, 2023
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Director              
Related Party Transaction [Line Items]              
Advisory services fees payable     $ 1 $ 1      
Series A Preferred Stock              
Related Party Transaction [Line Items]              
Preferred stock, par value (in dollars per share)     $ 0.0001   $ 0.0001    
Series A Preferred Stock | Director              
Related Party Transaction [Line Items]              
Preferred share dividend (in shares)         2,543,662 7,944,104  
Series B Preferred Stock              
Related Party Transaction [Line Items]              
Preferred share dividend (in shares)       283,196   337,044  
Shares issued and sold (in shares)             800,000
Preferred stock, dividend percentage             5.50%
Preferred stock, par value (in dollars per share)             $ 0.0001
Aggregate purchase price             $ 800
Series B Preferred Stock | Related Party              
Related Party Transaction [Line Items]              
Preferred share dividend (in shares) 70,798 84,261   155,059      
Shares issued and sold (in shares)             200,000
Aggregate purchase price             $ 200
Series B Preferred Stock | Related Party | Minimum              
Related Party Transaction [Line Items]              
Percentage of outstanding stock owned by related party under agreement             5.00%
v3.25.1
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]    
Outstanding liability for environmental obligation including asset retirement obligations $ 15 $ 15
v3.25.1
SHAREHOLDERS' EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details)
$ / shares in Units, $ in Millions
3 Months Ended 12 Months Ended
Feb. 28, 2024
USD ($)
shares
Mar. 31, 2025
USD ($)
$ / shares
shares
Mar. 31, 2024
USD ($)
shares
Dec. 31, 2023
USD ($)
shares
Dec. 31, 2022
USD ($)
$ / shares
shares
Dec. 31, 2024
USD ($)
$ / shares
shares
Class of Stock [Line Items]            
Convertible, conversion ratio   1        
Stock repurchase program, authorized amount | $           $ 1,000
Repurchases of common stock (in shares) | shares   2,063,715 16,260,160      
Repurchases of common stock, value | $   $ 75 $ 600      
Stock repurchase program, remaining authorized amount | $   325        
Share repurchases | $ $ 600 75        
Stock repurchased during period, percentage repurchased upon issuance 0.50          
Shares of common stock issued for conversion of Series B Preferred Stock | $ $ 569 $ 0 569      
Line of credit, maximum borrowing capacity | $ $ 300          
Series A Preferred Stock            
Class of Stock [Line Items]            
Preferred Shares issued | shares   4,000,000       4,000,000
Preferred stock, shares outstanding (in shares) | shares   4,000,000       4,000,000
Preferred stock, par value (in dollars per share) | $ / shares   $ 0.0001       $ 0.0001
Series B Preferred Stock            
Class of Stock [Line Items]            
Aggregate purchase price | $         $ 800  
Shares issued and sold (in shares) | shares         800,000  
Percentage of annual dividend rate         5.50%  
Preferred stock, par value (in dollars per share) | $ / shares         $ 0.0001  
Shares converted (in shares) | shares 800,000          
Dividends issued as shares, value | $     $ 7 $ 11    
Preferred Stock dividend (in shares) | shares     283,196 337,044    
Common Stock Issued and Outstanding            
Class of Stock [Line Items]            
Convertible to common shares (in shares) | shares 32,803,519          
Converted shares, shares issued, accrued and unpaid dividends (in shares) | shares 283,196          
v3.25.1
EARNINGS PER SHARE - Summary of Computation Earnings Per Common Share Using Two Class Method (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]    
Net income $ 35 $ 45
Less conversion of Series B Preferred Stock 0 (372)
Net income (loss) attributable to common shareholders $ 31 $ (334)
Weighted average shares outstanding - basic (in shares) 277,233,887 249,744,275
Income (loss) per common share - basic (in dollars per share) $ 0.11 $ (1.34)
Diluted earnings per common share:    
Net income $ 35 $ 45
Less conversion of Series B Preferred Stock 0 (372)
Net income (loss) attributable to common shareholders - diluted $ 31 $ (334)
Weighted average shares outstanding - basic (in shares) 277,233,887 249,744,275
Dilutive securities:    
Restricted stock units, warrants, and stock options (in shares) 1,043,167 0
Weighted average shares outstanding - diluted (in shares) 278,277,054 249,744,275
Income (loss) per common share - diluted (in dollars per share) $ 0.11 $ (1.34)
Time Based Restricted Stock Units    
Dilutive securities:    
Equity instruments other than options 1,188,112  
Series A Preferred Stock    
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]    
Less income allocable to Preferred Stock $ (4) $ 0
Diluted earnings per common share:    
Less income allocable to Series A Preferred Stock (4) 0
Series B Preferred Stock    
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]    
Less stock dividend attributable to Series B Preferred Stock 0 (7)
Diluted earnings per common share:    
Less stock dividend attributable to Series B Preferred Stock $ 0 $ (7)
Series A Preferred Stock    
Dilutive securities:    
Antidilutive securities excluded from computation of earnings per share (in shares) 4,000,000 4,000,000
Employee Stock Option    
Dilutive securities:    
Antidilutive securities excluded from computation of earnings per share (in shares) 125,000  
Restricted Stock Units RSUs    
Dilutive securities:    
Antidilutive securities excluded from computation of earnings per share (in shares) 1,188,112  
v3.25.1
SEGMENT INFORMATION - Additional Information (Details)
3 Months Ended
Mar. 31, 2025
segment
country
Segment Reporting [Abstract]  
Number of operating segments 3
Number of reportable segments 2
Number of countries segments derive | country 20
v3.25.1
SEGMENT INFORMATION - Summary of Reconciliation Operating Income to EBITDA (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Revenues from External Customers and Long-Lived Assets [Line Items]    
Net revenues $ 1,719 $ 1,601
Segment cost of revenues 1,177 1,109
Depreciation 20 19
Segment earnings 84 100
Segment Reconciliation [Abstract]    
Corporate/other profit/(loss) (35) (33)
Interest income/(expense) (38) (34)
Depreciation (20) (19)
Amortization (60) (50)
Contingent consideration and compensation (1) (2)
Non-service pension cost (4) (4)
Systems and business enablement (12) 0
Business process transformation expenses (4) (6)
Acquisition related expenses (3) (1)
Restructuring program related costs (3) (5)
Other (2) 9
Income before income taxes 46 63
Total assets 7,599 6,781
Capital expenditures 11 15
Operating Segments, Excluding Intersegment Elimination    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Net revenues 1,719 1,601
Intersegment Eliminations    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Net revenues (1) (2)
Operating Segments    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Net revenues 1,720 1,603
Segment earnings 228 208
Safety Services    
Segment Reconciliation [Abstract]    
Total assets 6,320 5,460
Capital expenditures 5 5
Safety Services | Operating Segments, Excluding Intersegment Elimination    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Net revenues 1,267 1,117
Safety Services | Intersegment Eliminations    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Net revenues 0 0
Safety Services | Operating Segments    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Net revenues 1,267 1,117
Segment cost of revenues 798 713
Segment operating expenses 278 244
Segment other income/expense 0 (2)
Depreciation 8 7
Segment earnings 199 165
Segment Reconciliation [Abstract]    
Depreciation (8) (7)
Specialty Services    
Segment Reconciliation [Abstract]    
Total assets 1,279 1,321
Capital expenditures 6 10
Specialty Services | Operating Segments, Excluding Intersegment Elimination    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Net revenues 452 484
Specialty Services | Intersegment Eliminations    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Net revenues (1) (2)
Specialty Services | Operating Segments    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Net revenues 453 486
Segment cost of revenues 377 397
Segment operating expenses 62 60
Segment other income/expense 4 2
Depreciation 11 12
Segment earnings 29 43
Segment Reconciliation [Abstract]    
Depreciation $ (11) $ (12)
v3.25.1
SUBSEQUENT EVENTS (Details) - USD ($)
$ in Millions
Apr. 30, 2025
Dec. 31, 2024
Subsequent Event [Line Items]    
Stock repurchase program, authorized amount   $ 1,000
Subsequent Event    
Subsequent Event [Line Items]    
Stock repurchase program, authorized amount $ 1,000  

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