APi Group Corp [APG] Filings

10-Q 1 apg-20240630.htm 10-Q apg-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 10-Q

___________________________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


o			TRANSITION 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)

____________________________________________________________


Delaware			98-1510303
(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

APG

New 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

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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: 274,695,582 shares of common stock as of July 25, 2024.

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TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION			3

Item 1. Financial Statements			3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			36
Item 3. Quantitative and Qualitative Disclosures about Market Risk			51
Item 4. Controls and Procedures			52

PART II. OTHER INFORMATION			54

Item 1A. Risk Factors			54
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities			54
Item 4. Mine Safety Disclosures			54
Item 5. Other Information			54
Item 6. Exhibits			55

SIGNATURES			56

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

APi Group Corporation

Condensed Consolidated Balance Sheets (Unaudited)

(In millions, except share and per share data)


	June 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	324	$	479
Accounts receivable, net of allowances of $6 and $5 at June 30, 2024 and December 31, 2023, respectively	1,314		1,395
Inventories	155		150
Contract assets	509		436
Prepaid expenses and other current assets	152		122
Total current assets	2,454		2,582

Property and equipment, net	383		385
Operating lease right of use assets	251		233
Goodwill	2,825		2,471
Intangible assets, net	1,773		1,620
Deferred tax assets	50		113
Pension and post-retirement assets	103		111
Other assets	122		75
Total assets	$	7,961	$	7,590

Liabilities, Redeemable Convertible Preferred Stock, and Shareholders’ Equity
Current liabilities:
Short-term and current portion of long-term debt	$	4	$	5
Accounts payable	424		472
Contingent consideration and compensation liabilities	21		22
Accrued salaries and wages	297		363
Contract liabilities	547		526
Operating and finance leases	82		75
Other accrued liabilities	287		344
Total current liabilities	1,662		1,807

Long-term debt, less current portion	2,844		2,322
Pension and post-retirement obligations	50		50
Contingent consideration and compensation liabilities	20		11
Operating and finance leases	185		172
Deferred tax liabilities	236		233
Other noncurrent liabilities	129		127
Total liabilities	5,126		4,722

Commitments and contingencies (Note 14)

5.5% Series B Redeemable Convertible Preferred Stock, $0.0001 par value, 0 and 800,000 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	—		797

Shareholders’ equity:
Series A Preferred Stock, $0.0001 par value; 7,000,000 authorized shares; 4,000,000 shares issued and outstanding at June 30, 2024 and December 31, 2023	—		—
Common stock; $0.0001 par value, 500,000,000 authorized shares, 274,319,653 shares and 235,575,316 shares issued at June 30, 2024 and December 31, 2023, respectively (excluding 8,281,148 shares declared for stock dividend at December 31, 2023)	—		—
Additional paid-in capital	3,280		2,572
Retained earnings (accumulated deficit)	79		(11)
Accumulated other comprehensive loss	(524)		(490)
Total shareholders’ equity	2,835		2,071
Total liabilities, redeemable convertible preferred stock, and shareholders’ equity	$	7,961	$	7,590

See notes to condensed consolidated financial statements.

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APi Group Corporation

Condensed Consolidated Statements of Operations (Unaudited)

(In millions, except per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net revenues	$	1,730	$	1,771	$	3,331	$	3,385
Cost of revenues	1,186		1,275		2,295		2,464
Gross profit	544		496		1,036		921
Selling, general, and administrative expenses	418		389		810		741
Operating income	126		107		226		180
Interest expense, net	35		38		69		75
Loss on extinguishment of debt, net	—		—		—		3
Investment expense (income) and other, net	2		(6)		5		(11)
Other expense, net	37		32		74		67
Income before income taxes	89		75		152		113
Income tax provision	20		27		38		39
Net income	$	69	$	48	$	114	$	74
Net income (loss) attributable to common shareholders:
Stock dividend on Series B Preferred Stock	$	—	$	(11)	$	(7)	$	(22)
Conversion of Series B Preferred Stock	—		—		(372)		—
Net income (loss) attributable to common shareholders	$	69	$	37	$	(265)	$	52
Net income (loss) per common share:
Basic	$	0.23	$	0.12	$	(1.02)	$	0.17
Diluted	0.22		0.12		(1.02)		0.17
Weighted average shares outstanding:
Basic	272		235		261		235
Diluted	276		270		261		268

See notes to condensed consolidated financial statements.

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APi Group Corporation

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In millions)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income	$	69	$	48	$	114	$	74
Other comprehensive income:
Fair value change - derivatives, net of tax expense of $(1), $(5), $(6), and $(2), respectively	4		15		17		6
Foreign currency translation adjustment	(1)		27		(43)		41
Comprehensive income	$	72	$	90	$	88	$	121

See notes to condensed consolidated financial statements.

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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		(Accumulated Deficit) Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity
	Shares	Amount		Shares	Amount
Balance, December 31, 2023	4,000,000	$	—	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, 2024	4,000,000	$	—	261,636,951	$	—	$	2,814	$	10	$	(523)	$	2,301
Net income	—	—		—	—		—		69		—		69
Fair value change - derivatives	—	—		—	—		—		—		4		4
Foreign currency translation adjustment	—	—		—	—		—		—		(1)		(1)
Gain on dedesignated derivatives amortized from AOCI into income	—	—		—	—		—		—		(4)		(4)
Issuance of common shares	—	—		12,650,000	—		458		—		—		458
Share-based compensation and other, net	—	—		32,702	—		8		—		—		8
Balance, June 30, 2024	4,000,000	$	—	274,319,653	$	—	$	3,280	$	79	$	(524)	$	2,835


	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
	Shares	Amount		Shares	Amount
Balance, December 31, 2022	4,000,000	$	—	233,403,912	$	—	$	2,558	$	(164)	$	(267)	$	2,127
Net income	—	—		—	—		—		26		—		26
Fair value change - derivatives	—	—		—	—		—		—		(9)		(9)
Foreign currency translation adjustment	—	—		—	—		—		—		14		14
Gain on dedesignated derivatives amortized from AOCI into income	—	—		—	—		—		—		(4)		(4)
Series B Preferred Stock dividend	—	—		1,082,877	—		—		—		—		—
Share repurchases	—	—		(541,316)	—		(12)		—		—		(12)
Profit sharing plan contributions	—	—		631,194	—		14		—		—		14
Share-based compensation and other, net	—	—		636,233	—		9		—		—		9
Balance, March 31, 2023	4,000,000	$	—	235,212,900	$	—	$	2,569	$	(138)	$	(266)	$	2,165
Net income	—	—		—	—		—		48		—		48
Fair value change - derivatives	—	—		—	—		—		—		15		15
Foreign currency translation adjustment	—	—		—	—		—		—		27		27
Gain on dedesignated derivatives amortized from AOCI into income	—	—		—	—		—		—		(4)		(4)
Series B Preferred Stock dividend	—	—		436,992	—		—		—		—		—
Share repurchases	—	—		(428,688)	—		(11)		—		—		(11)
Share-based compensation and other, net	—	—		49,201	—		7		—		—		7
Balance, June 30, 2023	4,000,000	$	—	235,270,405	$	—	$	2,565	$	(90)	$	(228)	$	2,247

See notes to condensed consolidated financial statements.

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APi Group Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)


	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net income	$	114	$	74
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	39		38
Amortization	105		111
Restructuring charges, net of cash paid	(10)		4
Deferred taxes	(1)		3
Share-based compensation expense	17		11
Profit-sharing expense	11		10
Non-cash lease expense	48		36
Net periodic pension expense (benefit)	12		(6)
Loss on extinguishment of debt, net	—		3
Other, net	(18)		(9)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable	97		12
Contract assets	(48)		(47)
Inventories	(8)		(6)
Prepaid expenses and other current assets	(31)		(50)
Accounts payable	(53)		(18)
Accrued liabilities and income taxes payable	(108)		(63)
Contract liabilities	7		21
Other assets and liabilities	(56)		(51)
Net cash provided by operating activities	117		73
Cash flows from investing activities:
Acquisitions, net of cash acquired	(606)		(45)
Purchases of property and equipment	(44)		(46)
Proceeds from sales of property and equipment	27		9
Net cash used in investing activities	(623)		(82)
Cash flows from financing activities:
Proceeds from long-term borrowings	850		—
Payments on long-term borrowings	(334)		(204)
Repurchases of common stock	—		(23)
Proceeds from issuance of common shares	458		—
Conversion of Series B Preferred Stock	(600)		—
Payments of acquisition-related consideration	(2)		(3)
Restricted shares tendered for taxes	(11)		(2)
Other financing activities	(4)		—
Net cash provided by (used in) financing activities	357		(232)
Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash	(5)		4
Net decrease in cash, cash equivalents, and restricted cash	(154)		(237)
Cash, cash equivalents, and restricted cash, beginning of period	480		607
Cash, cash equivalents, and restricted cash, end of period	$	326	$	370
Supplemental cash flow disclosures:
Cash paid for interest, net of interest income	$	76	$	79
Cash paid for income taxes, net of refunds	52		48
Accrued consideration issued in business combinations	9		4
Shares of common stock issued to profit sharing plan	18		14
Shares of common stock issued for conversion of Series B Preferred Stock	569		—

See notes to condensed consolidated financial statements.

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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 life safety, security 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 (“U.S. GAAP”) for complete financial statements. The condensed consolidated balance sheets as of December 31, 2023, were derived from audited financial statements for the year then ended but do not include all of the information and footnotes required by U.S. 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, 2023. 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 and six months ended June 30, 2024 were immaterial. The Company’s share of earnings from the non-consolidated joint ventures was $2 and $2 during the three months ended June 30, 2024 and 2023, respectively, and $4 and $4 during the six months ended June 30, 2024 and 2023, respectively. The earnings are recorded within investment expense (income) and other, net in the condensed consolidated statements of operations. The investment balances were $6 and $4 as of June 30, 2024 and December 31, 2023, respectively, and are recorded within other assets in the condensed consolidated balance sheets.

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

See the discussion below for information pertaining to the effects of recent accounting pronouncements as updated from the discussion in the Company’s 2023 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed on February 28, 2024.

In March 2024, the SEC adopted final rules on the enhancement and standardization of climate-related disclosures, which requires disclosure of material climate-related risks, material Scope 1 and Scope 2 greenhouse gas emissions, and other matters. As it pertains to the financial statements, subject to certain materiality thresholds, the final rules require the financial statement footnotes to include certain disclosures regarding the amounts of expenses (or capitalized costs) incurred that relate to severe weather events and other natural conditions, as well as other disclosures regarding the material impact on financial estimates and assumptions of severe weather events and other natural conditions or disclosed targets or transition plans, and

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amounts related to carbon offsets and renewable energy credits. The disclosures will be required at the earliest in the annual financial statements for the year ended December 31, 2025, subject to legal challenges and the SEC's voluntary stay of the disclosure requirements. The Company will continue to assess the impact of the new rule on its consolidated financial statements while the stay is in place.

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 permitted pursuant to U.S. 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.

2024 Acquisitions

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 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	$	564
Cash deposited into escrow	6
Total consideration	$	570

Cash	$	6
Accounts receivable	27
Contract assets	29
Other current assets	3
Property and equipment	4
Operating lease right of use assets	2
Intangible assets	257
Goodwill	361
Accounts payable	(9)
Contract liabilities	(16)
Other accrued liabilities	(19)
Current and noncurrent operating and finance lease liabilities	(3)
Deferred tax liabilities	(65)
Other noncurrent liabilities	(7)
Net assets acquired	$	570

The Company has not finalized its accounting for any areas of purchase price allocation related to the Elevated acquisition. The Company anticipates that it will finalize its accounting for the Elevated acquisition during the second quarter of 2025.

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The Company will make appropriate adjustments to the purchase price allocation 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.

During the three and six months ended June 30, 2024, the Company incurred transaction costs of $7, which were expensed and included as a component of selling, general, and administrative expenses in the condensed consolidated statements of operations.

The results of operations for Elevated are included in the consolidated financial statements of the Company from the date of acquisition.

In addition to the Elevated acquisition, during the six months ended June 30, 2024, the Company completed six individually immaterial acquisitions for aggregate consideration transferred of $49, made up of cash paid at closing of $41 and accrued consideration of $8. 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.


	Other 2024 acquisitions
Cash paid at closing	$	41
Accrued consideration	8
Total consideration	$	49

Accounts receivable	$	2
Property and equipment	3
Intangible assets	20
Goodwill	25
Contract liabilities	(1)
Net assets acquired	$	49

2023 Acquisitions

During 2023, the Company completed an acquisition included within the Safety Services segment ("Acquisition A23"). The results of the A23 business are reported within the Company's Safety Services segment. Consideration for Acquisition A23 included cash paid at closing of $30, cash deposited into escrow for future deferred payments of $5, and accrued consideration of $3.

During 2023, the Company completed an acquisition included within the Safety Services segment ("Acquisition B23"). The results of the B23 business are reported within the Company's Safety Services segment. Consideration for Acquisition B23 included cash paid at closing of $27 and accrued consideration of $5.

During 2023, the Company completed five individually immaterial acquisitions for aggregate consideration transferred of $24, made up of cash paid at closing of $22 and accrued consideration of $2.

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.

The Company has not finalized its accounting for Acquisition B23 and four of the individually immaterial acquisitions completed during 2023 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 $47. See Note 6 - "Goodwill and Intangibles" for the provisional goodwill assigned to each segment.

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the dates of acquisition:

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	Acquisition A23		Acquisition B23		Other 2023 acquisitions
Cash paid at closing	$	30	$	27	$	22
Cash deposited into escrow	5		—		—
Accrued consideration	3		5		2
Total consideration	$	38	$	32	$	24

Cash and cash equivalents	$	—	$	1	$	—
Accounts receivable	6		7		—
Contract assets	1		2		—
Other current assets	—		—		1
Intangible assets	13		12		11
Goodwill	21		16		14
Other accrued liabilities	—		(2)		—
Contract liabilities	(3)		(4)		(2)
Net assets acquired	$	38	$	32	$	24

For the three months ended June 30, 2024, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months was $31 and $1, respectively. For the six months ended June 30, 2024, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months was $46 and $4, 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 1 to 4 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 1 to 4 years period. 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 1 to 4 years period. 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 $7 and $9 as of June 30, 2024 and December 31, 2023, respectively. The maximum payout of these arrangements upon completion of the future performance periods was $9 and $15, inclusive of the $7 and $9, accrued as of June 30, 2024 and December 31, 2023, 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 $29 and $17 as of June 30, 2024 and December 31, 2023, respectively, and is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented.

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.

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During the six months ended June 30, 2024, the Company incurred pre-tax restructuring costs within the Safety Services segment of $5 in connection with the Chubb restructuring program. Since the Chubb acquisition, the Company has incurred aggregate restructuring costs of $73. As of June 30, 2024, the Company had $22 in restructuring liabilities recorded in other accrued liabilities on the condensed consolidated balance sheets for this plan. In addition, the Company has incurred $8 of related costs 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 table summarizes the Company's restructuring liabilities for the six months ended June 30, 2024 and 2023:


December 31, 2023	$	32
Charges	5
Payments	(14)
Currency translation adjustment	(1)
June 30, 2024	$	22

In addition to the costs noted above, the Company incurred asset write-down costs of $1 for the three and six months ended June 30, 2024. The Company also incurred program related costs of $3 and $7 for the three and six months ended June 30, 2024, respectively.


December 31, 2022	$	22
Charges	4
Payments	(11)
Currency translation adjustment	—
June 30, 2023	$	15

Additionally, during the six months ended June 30, 2023, the Company incurred $3 of asset write-down costs related to the abandonment of leases.

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

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following tables provide disclosure of disaggregated net revenues by segment for the three and six months ended June 30, 2024, and 2023. Disaggregated net revenues information is as follows:


	Three Months Ended June 30, 2024
	Safety Services		Specialty Services		Consolidated
Life Safety	$	1,164	$	—	$	1,164
Heating, Ventilation, and Air Conditioning ("HVAC")	115		—		115
Infrastructure/Utility	—		246		246
Fabrication	—		47		47
Specialty Contracting	—		160		160
Corporate and Eliminations	—		—		(2)
Net revenues	$	1,279	$	453	$	1,730


	Three Months Ended June 30, 2023
	Safety Services		Specialty Services		Consolidated
Life Safety	$	1,098	$	—	$	1,098
HVAC	127		—		127
Infrastructure/Utility	—		307		307
Fabrication	—		58		58
Specialty Contracting	—		190		190
Corporate and Eliminations	—		—		(9)
Net revenues	$	1,225	$	555	$	1,771


	Six Months Ended June 30, 2024
	Safety Services		Specialty Services		Consolidated
Life Safety	$	2,267	$	—	$	2,267
HVAC	226		—		226
Infrastructure/Utility	—		451		451
Fabrication	—		97		97
Specialty Contracting	—		294		294
Corporate and Eliminations	—		—		(4)
Net revenues	$	2,493	$	842	$	3,331


	Six Months Ended June 30, 2023
	Safety Services		Specialty Services		Consolidated
Life Safety	$	2,166	$	—	$	2,166
HVAC	250		—		250
Infrastructure/Utility	—		547		547
Fabrication	—		113		113
Specialty Contracting	—		325		325
Corporate and Eliminations	—		—		(16)
Net revenues	$	2,416	$	985	$	3,385

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	Three Months Ended June 30, 2024
	Safety Services		Specialty Services		Corporate and Eliminations		Consolidated
United States	$	623	$	453	$	(2)	$	1,074
France	157		—		—		157
Other	499		—		—		499
Net revenues	$	1,279	$	453	$	(2)	$	1,730


	Three Months Ended June 30, 2023
	Safety Services		Specialty Services		Corporate and Eliminations		Consolidated
United States	$	583	$	549	$	(9)	$	1,123
France	150		—		—		150
Other	492		6		—		498
Net revenues	$	1,225	$	555	$	(9)	$	1,771


	Six Months Ended June 30, 2024
	Safety Services		Specialty Services		Corporate and Eliminations		Consolidated
United States	$	1,204	$	837	$	(4)	$	2,037
France	319		—		—		319
Other	970		5		—		975
Net revenues	$	2,493	$	842	$	(4)	$	3,331


	Six Months Ended June 30, 2023
	Safety Services		Specialty Services		Corporate and Eliminations		Consolidated
United States	$	1,143	$	966	$	(16)	$	2,093
France	306		—		—		306
Other	967		19		—		986
Net revenues	$	2,416	$	985	$	(16)	$	3,385

For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at June 30, 2024 was $3,019. The Company expects to recognize revenue on approximately 87% 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 June 30, 2024 and December 31, 2023 are as follows:


	Accounts receivable, net of allowances		Contract assets		Contract liabilities
Balance at June 30, 2024	$	1,314	$	509	$	547
Balance at December 31, 2023	1,395		436		526

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 June 30, 2024 and December 31, 2023, retentions receivable were $145 and $156, respectively, while the portions that may not be received within one year were $33 and $25, respectively.

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NOTE 6. GOODWILL AND INTANGIBLES

Goodwill

The following table provides disclosure of goodwill by segment as of June 30, 2024 and December 31, 2023. The changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2024 are as follows:


	Safety Services		Specialty Services		Total Goodwill
Goodwill as of December 31, 2023	$	2,294	$	177	$	2,471
Acquisitions	386		2		388
Foreign currency translation and other, net(1)	(34)		—		(34)
Goodwill as of June 30, 2024	$	2,646	$	179	$	2,825

(1) Other includes measurement period adjustments recorded during the six months ended June 30, 2024 related to acquisitions for which the measurement period was open during the six months ended June 30, 2024 (see Note 3 - "Business Combinations").

Intangibles

The Company’s identifiable intangible assets are comprised of the following as of June 30, 2024 and December 31, 2023:


	June 30, 2024
	Weighted Average Remaining Useful Lives (in Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangibles:
Contractual backlog	0.9	$	194	$	(157)	$	37
Customer relationships	9.9	1,712		(592)		1,120
Trade names and trademarks	11.9	776		(160)		616
Total		$	2,682	$	(909)	$	1,773


	December 31, 2023
	Weighted Average Remaining Useful Lives (in Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangibles:
Contractual backlog	0.5	$	155	$	(154)	$	1
Customer relationships	9.4	1,552		(518)		1,034
Trade names and trademarks	12.1	722		(137)		585
Total		$	2,429	$	(809)	$	1,620

Amortization expense recognized on identifiable intangible assets is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of revenues	$	3	$	6	$	3	$	13
Selling, general, and administrative expenses	52		50		102		98
Total intangible asset amortization expense	$	55	$	56	$	105	$	111

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NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS

U.S. 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 June 30, 2024 and December 31, 2023:


	Fair Value Measurements at June 30, 2024
Financial assets:	Level 1		Level 2		Level 3		Total
Derivatives designated as hedge instruments
Cash flow hedges - interest rate swaps	$	—	$	23	$	—	$	23
Cash flow hedges - cross currency contracts	—		13		—		13
Cash flow hedges - foreign currency forward contracts	—		—		—		—
Net investment hedges - cross currency contracts	—		25		—		25
Fair value hedges - cross currency contracts	—		33		—		33
Derivatives not designated as hedge instruments
Foreign currency forward contracts	—		—		—		—
Total	$	—	$	94	$	—	$	94

Financial liabilities:
Derivatives not designated as hedge instruments
Foreign currency forward contracts	—		—		—		—
Contingent consideration obligations	—		—		(6)		(6)
Total	$	—	$	—	$	(6)	$	(6)

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Fair Value Measurements at December 31, 2023

Financial assets: