APi Group Corp 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm (PCAOB ID 185 ) 50 Consolidated Balance Sheets as of December 31, 2023 and 2022 54 Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022, and 2021 55 Consolidated Statements of Comprehensive (Loss) I ncome for the Years Ended December 31, 2023, 2022, and 2021 56 Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2023, 2022, and 2021 57 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021 58 Notes to Consolidated Financial Statements 59 49 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors APi Group Corporation: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of APi Group Corporation and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 28, 2024 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Total estimated costs for certain fixed price projects recognized over time As discussed in Note 7 to the consolidated financial statements, the Company recognizes revenue on certain safety services, specialty services, and industrial services for fixed price projects over time. For these fixed price projects, the Company uses a cost-to-cost measure of progress. More specifically, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. 50 Table of Contents We identified the assessment of total estimated costs at completion for certain fixed price projects recognized over time as a critical audit matter. Evaluating the Company’s initial and subsequent changes to the total estimated costs for the fixed price projects involved subjective auditor judgment. More specifically, our subjective auditor judgment involved the evaluation of management’s assumptions related to estimated direct and indirect material, labor, and subcontractor costs, which affect the measurement of revenue recognized by the Company on certain fixed price projects. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s revenue process, including controls over the estimation of total costs for certain fixed price projects recognized over time. We selected certain projects and inspected related contract agreements, amendments, and change orders to test the existence of customer arrangements and to understand the nature and scope of the related projects. We evaluated the Company’s ability to accurately estimate the total costs for certain projects by (1) interviewing project personnel to gain an understanding of the status of project activities, (2) analyzing and comparing costs incurred to the nature of total estimated costs remaining, and (3) inspecting subsequent changes to the total estimated costs at completion and inquiring with project personnel as to the reason for the change. We further evaluated the Company’s ability to accurately estimate the total costs by evaluating the difference between the estimated costs and the final costs incurred for projects completed during the year. /s/ KPMG LLP We have served as the Company’s auditor since 2012. Minneapolis, Minnesota February 28, 2024 51 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors APi Group Corporation: Opinion on Internal Control Over Financial Reporting We have audited APi Group Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 28, 2024 expressed an unqualified opinion on those consolidated financial statements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Material weaknesses related to (i) user access controls specific to segregation of duties in the change management process in certain information technology systems and (ii) controls over the completeness and accuracy of time keeping and service order information used in certain revenue and cost of revenue processes have been identified and included in management’s assessment. The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and 52 Table of Contents directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Minneapolis, Minnesota February 28, 2024 53 Table of Contents APi Group Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2023 and 2022 (In millions, except share and per share amounts) December 31, 2023 December 31, 2022 Assets Current assets: Cash and cash equivalents $ 479 $ 605 Accounts receivable, net of allowances of $ 5 and $ 3 at December 31, 2023 and December 31, 2022, respectively 1,395 1,313 Inventories 150 163 Contract assets 436 459 Prepaid expenses and other current assets 122 112 Total current assets 2,582 2,652 Property and equipment, net 385 407 Operating lease right of use assets 233 222 Goodwill 2,471 2,382 Intangible assets, net 1,620 1,784 Deferred tax assets 113 108 Pension and post-retirement assets 111 392 Other assets 75 144 Total assets $ 7,590 $ 8,091 Liabilities, Redeemable Convertible Preferred Stock, and Shareholders’ Equity Current liabilities: Short-term and current portion of long-term debt $ 5 $ 206 Accounts payable 472 490 Contingent consideration and compensation liabilities 22 27 Accrued salaries and wages 363 337 Contract liabilities 526 463 Operating and finance leases 75 73 Other accrued liabilities 344 325 Total current liabilities 1,807 1,921 Long-term debt, less current portion 2,322 2,583 Pension and post-retirement obligations 50 40 Contingent consideration and compensation liabilities 11 6 Operating and finance leases 172 166 Deferred tax liabilities 233 340 Other noncurrent liabilities 127 111 Total liabilities 4,722 5,167 Commitments and contingencies (Note 18) — — 5.5 % Series B Redeemable Convertible Preferred Stock, $ 0.0001 par value, 800,000 authorized shares, issued and outstanding at December 31, 2023 and 2022, respectively, aggregate liquidation preference of $ 840 797 797 Shareholders’ equity: Series A Preferred Stock, $ 0.0001 par value; 7,000,000 authorized shares; 4,000,000 shares issued and outstanding at December 31, 2023 and 2022 — — Common stock; $ 0.0001 par value, 500,000,000 authorized shares, 235,575,316 shares and 233,403,912 shares issued at December 31, 2023 and 2022, respectively (excluding 8,281,148 and 584,584 shares declared for stock dividend at December 31, 2023 and 2022, respectively) — — Additional paid-in capital 2,572 2,558 Accumulated deficit ( 11 ) ( 164 ) Accumulated other comprehensive loss ( 490 ) ( 267 ) Total shareholders’ equity 2,071 2,127 Total liabilities, redeemable convertible preferred stock, and shareholders’ equity $ 7,590 $ 8,091 See notes to consolidated financial statements. 54 Table of Contents APi Group Corporation and Subsidiaries Consolidated Statements of Operations (In millions, except per share amounts) Year Ended December 31, 2023 2022 2021 Net revenues $ 6,928 $ 6,558 $ 3,940 Cost of revenues 4,988 4,844 3,001 Gross profit 1,940 1,714 939 Selling, general, and administrative expenses 1,581 1,552 803 Operating income 359 162 136 Interest expense, net 145 125 60 Loss (gain) on extinguishment of debt, net 7 ( 5 ) 9 Non-service pension benefit ( 12 ) ( 42 ) — Investment income and other, net ( 13 ) ( 9 ) ( 12 ) Other expense, net 127 69 57 Income before income taxes 232 93 79 Income tax provision 79 20 32 Net income $ 153 $ 73 $ 47 Net (loss) income attributable to common shareholders: Accrued stock dividend on Series A Preferred Stock ( 270 ) — ( 184 ) Stock dividend on Series B Preferred Stock ( 44 ) ( 44 ) — Net (loss) income attributable to common shareholders $ ( 161 ) $ 29 $ ( 137 ) Net (loss) income per common share: Basic $ ( 0.68 ) $ 0.10 $ ( 0.67 ) Diluted ( 0.68 ) 0.10 ( 0.67 ) Weighted average shares outstanding: Basic 235 233 206 Diluted 235 266 206 See notes to consolidated financial statements. 55 Table of Contents APi Group Corporation and Subsidiaries Consolidated Statements of Comprehensive (Loss) Income (In millions) Year Ended December 31, 2023 2022 2021 Net income $ 153 $ 73 $ 47 Other comprehensive (loss) income: Fair value change - derivatives, net of tax benefit (expense) of $ 8 , ($ 11 ), and $( 9 ), respectively ( 24 ) 62 25 Defined benefit pension plans adjustment, net of tax expense of $ 81 , $ 55 , and $ 0 , respectively ( 244 ) ( 165 ) — Foreign currency translation adjustment 61 ( 164 ) ( 11 ) Comprehensive (loss) income $ ( 54 ) $ ( 194 ) $ 61 See notes to consolidated financial statements. 56 Table of Contents APi Group Corporation and Subsidiaries Consolidated Statements of Shareholders’ Equity (In millions, except share amounts) Preferred Stock Issued and Outstanding Common Stock Issued and Outstanding Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Shareholders’ Equity Shares Amount Shares Amount Balance, December 31, 2020 4,000,000 $ — 168,052,024 $ — $ 1,856 $ ( 284 ) $ ( 14 ) $ 1,558 Net income — — — — — 47 — 47 Fair value change - derivatives — — — — — — 25 25 Foreign currency translation adjustment — — — — — — ( 11 ) ( 11 ) Series A Preferred Stock dividend — — 12,447,912 — — — — — Issuance of common shares — — 22,716,049 — 446 — — 446 Warrants exercised — — 19,994,203 — 230 — — 230 Profit sharing plan contributions — — 630,109 — 13 — — 13 Share-based compensation and other, net — — 784,896 — 15 — — 15 Balance, December 31, 2021 4,000,000 $ — 224,625,193 $ — $ 2,560 $ ( 237 ) $ — $ 2,323 Net income — — — — — 73 — 73 Fair value change - derivatives — — — — — — 62 62 Foreign currency translation adjustment — — — — — — ( 164 ) ( 164 ) Pension plans adjustment — — — — — — ( 165 ) ( 165 ) Series A Preferred Stock dividend — — 7,539,697 — — — — — Series B Preferred Stock dividend — — 1,944,939 — — — — — Share repurchases — — ( 2,505,723 ) — ( 44 ) — — ( 44 ) Profit sharing plan contributions — — 622,655 — 13 — — 13 Share-based compensation and other, net — — 1,177,151 — 29 — — 29 Balance, December 31, 2022 4,000,000 $ — 233,403,912 $ — $ 2,558 $ ( 164 ) $ ( 267 ) $ 2,127 Net income — — — — — 153 — 153 Fair value change - derivatives — — — — — — ( 24 ) ( 24 ) Foreign currency translation adjustment — — — — — — 61 61 Pension plans fair value adjustment — — — — — — ( 244 ) ( 244 ) Gain on dedesignated derivatives amortized from AOCI into income — — — — — — ( 16 ) ( 16 ) Series B Preferred Stock dividend — — 1,933,004 — — — — — Share repurchases — — ( 1,626,493 ) — ( 41 ) — — ( 41 ) Profit sharing plan contributions — — 631,194 — 14 — — 14 Share-based compensation and other, net — — 1,233,699 — 41 — — 41 Balance, December 31, 2023 4,000,000 $ — 235,575,316 $ — $ 2,572 $ ( 11 ) $ ( 490 ) $ 2,071 See notes to consolidated financial statements. 57 Table of Contents APi Group Corporation and Subsidiaries Consolidated Statements of Cash Flows (In millions) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net income $ 153 $ 73 $ 47 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 79 77 75 Amortization 224 227 127 Restructuring charges, net of cash paid 9 22 — Deferred taxes ( 32 ) ( 47 ) 6 Share-based compensation expense 29 18 12 Profit-sharing expense 19 15 15 Non-cash lease expense 88 67 31 Net periodic pension benefit ( 8 ) ( 35 ) — Loss (gain) on extinguishment of debt, net 7 ( 5 ) 9 Other, net — 3 7 Pension contributions ( 4 ) ( 34 ) — Changes in operating assets and liabilities, net of effects of acquisitions: Accounts receivable ( 69 ) ( 148 ) ( 99 ) Contract assets 26 ( 69 ) ( 73 ) Inventories 13 ( 30 ) ( 2 ) Prepaid expenses and other current assets ( 14 ) ( 1 ) 4 Accounts payable ( 14 ) 71 78 Accrued liabilities and income taxes payable 42 47 15 Contract liabilities 51 71 19 Other assets and liabilities ( 85 ) ( 52 ) ( 89 ) Net cash provided by operating activities 514 270 182 Cash flows from investing activities: Acquisitions, net of cash acquired ( 83 ) ( 2,839 ) ( 86 ) Purchases of property and equipment ( 86 ) ( 79 ) ( 55 ) Proceeds from sales of property, equipment, held for sale assets, and businesses 54 17 20 Net cash used in investing activities ( 115 ) ( 2,901 ) ( 121 ) Cash flows from financing activities: Proceeds from long-term borrowings — 1,104 650 Payments on long-term borrowings ( 484 ) ( 34 ) ( 321 ) Repurchases of long-term borrowings — ( 30 ) — Payments of debt issuance costs — ( 29 ) ( 11 ) Repurchases of common stock ( 41 ) ( 44 ) — Proceeds from equity issuances — 797 676 Payments of acquisition-related consideration ( 4 ) ( 5 ) ( 74 ) Restricted shares tendered for taxes ( 3 ) ( 3 ) ( 3 ) Net cash (used in) provided by financing activities ( 532 ) 1,756 917 Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash 6 ( 9 ) ( 2 ) Net (decrease) increase in cash, cash equivalents, and restricted cash ( 127 ) ( 884 ) 976 Cash, cash equivalents, and restricted cash, beginning of period 607 1,491 515 Cash, cash equivalents, and restricted cash, end of period $ 480 $ 607 $ 1,491 Supplemental cash flow disclosures: Cash paid for interest, net of interest income $ 150 $ 120 $ 41 Cash paid for income taxes, net of refunds 95 43 66 Accrued consideration issued in business combinations 11 1 18 Shares of common stock issued to profit sharing plan 14 13 13 See notes to consolidated financial statements. 58 Table of Contents APi Group Corporation Notes to Consolidated Financial Statements (Amounts in millions, except shares and where noted otherwise) NOTE 1. NATURE OF BUSINESS APi Group Corporation (the “Company”, “APG”, or "APi Group") is a global, market-leading business services provider of safety and specialty services in over 500 locations worldwide. NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The accompanying consolidated financial statements (the “Financial Statements”) include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Investments in entities over which the Company has significant influence but not control are accounted for using the equity method of accounting. These investments are initially recorded at cost and subsequently adjusted based on the Company’s proportionate share of earnings, losses, and distributions from each entity. Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates include the estimation of total contract costs used for net revenues and cost recognition from construction contracts, fair value estimates included in the accounting for acquisitions, valuation of long-lived assets and acquisition-related contingent consideration, self-insurance liabilities, income taxes, and the estimated effects of litigation and other contingencies. Foreign currency and currency translation The assets and liabilities of foreign subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars at exchange rates in effect at year-end, with resulting translation gains or losses included within other comprehensive income or loss. Net revenues and expenses are translated into U.S. dollars at average monthly rates of exchange in effect during the year. Foreign currency transaction gains and losses, including hedging impacts, are classified in investment income and other, net, in the consolidated statements of operations and were a gain (loss) of $ 1 , $( 2 ) and $( 3 ) for the years ended December 31, 2023, 2022, and 2021, respectively. These net foreign currency transaction gains and losses include derivative instruments designed to reduce foreign currency exchange rate risks. Refer to Note 10 - "Derivatives" for further information. Translation gains or losses, which are recorded in accumulated other comprehensive loss on the consolidated balance sheets, result from translation of the assets and liabilities of APi Group’s foreign subsidiaries into U.S. dollars. Foreign currency translation gains (losses) totaled approximately $ 61 , $( 164 ), and $( 11 ) for the years ended December 31, 2023, 2022, and 2021, respectively. Nearly all of the Company’s foreign operations use their local currency as their functional currency. Currency gains or losses resulting from transactions executed in currencies other than the functional currency are included in investment income and other, net, in the consolidated statements of operations. Cash and cash equivalents The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Restricted cash is reported as other current assets in the consolidated balance sheets. Restricted cash reflects collateral against certain bank guarantees. 59 Table of Contents Fair value of financial instruments The financial instruments of the Company include cash and cash equivalents, accounts receivable, accounts payable, contingent consideration and compensation liabilities, and debt obligations. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market as of the measurement date. ASC Topic 820, Fair Value Measurements , provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to and is composed of the following levels: 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. The carrying values of cash and cash equivalents, accounts receivable, contract assets, other receivables, accounts payable, contingent compensation liabilities, accrued liabilities, and contract liabilities approximate their fair values because of their short maturity. The fair value of the Company’s revolving line of credit facilities and long-term debt are based on current lending rates for similar borrowings, assuming the debt is outstanding through maturity, and considering the collateral. The carrying values of revolving line of credit facilities approximate their fair values because the variable interest rates of these instruments are generally reset monthly. The fair value of the Company's debt 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 fair value of the Company’s derivative instruments designated as hedge instruments are determined using standard pricing models and market-based assumptions for all significant inputs, such as yield curves and quoted spot and forward exchange rates. The fair value of the Company’s contingent consideration obligations is determined using a probability-weighted discounted cash flow method. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. Inventories Inventories consist primarily of wholesale insulation products, contracting materials and supplies. Inventories are valued at the lower of cost or net realizable value. Property and equipment Property and equipment, including additions, replacements, and improvements is stated at cost or fair value for assets acquired in a business combination, less accumulated depreciation. Expenditures for maintenance and repairs are charged to operating expenses as incurred unless such expenditures extend the life of the asset or increase its capacity or efficiency. Depreciation expense is recognized over the estimated useful lives of the assets using the straight-line method. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improvements. Upon sale or disposition of property and equipment, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheets and any resulting gain or loss is recognized in the consolidated statements of operations. 60 Table of Contents Leases The Company’s lease portfolio mainly consists of facilities, equipment, and vehicles. Operating lease assets represent the Company’s right to use an underlying asset for the lease term whereas lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term (or at fair values in the case of those leases assumed in an acquisition). As most of the Company’s leases do not provide an implicit rate, the Company uses incremental borrowing rates that are based on its own external unsecured borrowing rates and are risk-adjusted to approximate secured borrowing rates over similar terms. These rates are assessed on a quarterly basis for measurement of new lease obligations. The operating lease assets are calculated based on the value of the lease liability plus prepaid rental payments less lease incentives that the Company expects to receive. Leases with an initial term of less than one year are not recorded on the Company’s consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the lease term. Many leases include one or more options to renew, with renewal terms that can extend the lease term for several years. The exercise of lease renewal options is generally at the Company’s sole discretion. Certain leases also include options to purchase the leased assets. The Company's lease terms include these renewal or purchase options when it is reasonably certain that those options will be exercised. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements contain lease and non-lease components, which are accounted for as a single lease component for all asset classes except for certain asset classes within its information technology arrangements. Operating lease right of use assets are reported as separate lines in the consolidated balance sheets. Finance leases are generally those leases that allow the Company to substantially utilize or pay for the entire asset over its estimated life. For finance leases, the Company recognizes more expense in the initial years of total lease expense recognition due to the accretion of the lease liability and the straight-line amortization of the leased asset. Assets acquired under finance leases are recorded in property and equipment, net. Goodwill impairment Goodwill represents the excess of cost over the fair market value of net tangible and identifiable intangible assets of acquired businesses. The Company has recorded goodwill in connection with its historical acquisitions of businesses. Upon acquisition, these businesses were either combined into one of the existing components or managed on a stand-alone basis as an individual component. The components are aligned to one of the Company’s two reportable segments, Safety Services or Specialty Services. Goodwill is required to be evaluated for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available. Management identifies its reporting units by assessing whether components have discrete financial information available, engage in business activities, and have a segment manager regularly review the component’s operating results. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment test. Goodwill is not amortized but instead is annually tested for impairment on October 1 each fiscal year, or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. Qualitative indicators that may trigger the need for annual or interim quantitative impairment testing include, among other things, deterioration in macroeconomic conditions, declining financial performance, deterioration in the operational environment, or an expectation of selling or disposing of a portion of a reporting unit. Additionally, a significant change in business climate, a loss of a significant customer, increased competition, a sustained decrease in share price, or a decrease in estimated fair value below book value may trigger the need for interim impairment testing of goodwill associated with one or more reporting units. Accounting standards for testing goodwill for impairment require the application of either a qualitative or quantitative assessment to analyze whether or not goodwill has been impaired. The Company performs the qualitative analysis by evaluating financial performance, macroeconomic conditions, and industry trends. Under the quantitative assessment, the Company evaluates each reporting unit for impairment comparing the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recorded as a reduction to goodwill with a corresponding change to earnings in the period the goodwill is determined to be impaired. Any goodwill impairment is limited to the total amount of goodwill allocated to that reporting unit. 61 Table of Contents For the Heating, Ventilation and Air Conditioning ("HVAC"), Infrastructure/Utility, Fabrication and Specialty Contracting reporting units, the Company performs a qualitative assessment to analyze whether or not goodwill has been impaired. For the quantitative analysis performed on the Life Safety reporting unit, the Company determines the fair value of the reporting unit using a combination of the income approach (discounted cash flow method) and market approach (guideline transaction method and guideline public company method). Management weights each of the methods applied to determine the fair value of the reporting unit. Under the discounted cash flow method, the Company determines fair value based on the estimated future cash flows for the reporting unit, discounted to present value using a risk-adjusted industry weighted-average cost of capital, which reflects the overall level of inherent risk for the reporting unit and the rate of return an outside investor would expect to earn. Cash flow projections are derived from budgeted amounts (typically a one-year model) and subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur from a market participant’s standpoint. All cash flow projections by reporting unit are evaluated by management. A terminal value is derived by capitalizing free cash flow into perpetuity. The capitalization rate is derived from the weighted-average cost of capital and the estimated long-term growth rate for each reporting unit. Under the guideline transaction and guideline public company methods, the Company determines the estimated fair value of its reporting unit by applying transaction multiples and public company multiples, respectively, to the reporting unit’s applicable earnings measure. The transaction multiples are based on observed purchase transactions for similar businesses adjusted for size, diversification and risk. The public company multiples are based on peer group multiples adjusted for size, growth, risk and margin. See Note 8 – “Goodwill and Intangibles” for additional detail on goodwill and other intangible assets. Impairment of long-lived assets excluding goodwill The Company periodically reviews the carrying amount of its long-lived asset groups, including property and equipment and other identifiable intangible assets subject to amortization, when events or changes in circumstances indicate the carrying value may not be recoverable. Qualitative indicators that may trigger the need for impairment testing include an expectation of selling or disposing of a business unit. If facts and circumstances support the possibility of impairment, the Company will compare the carrying value of the asset or asset group with the undiscounted future cash flows related to the asset or asset group. If the carrying value of the asset or asset group is greater than its undiscounted cash flows, the resulting impairment will be determined as the difference between the carrying value and the fair value, where fair value is determined for the carrying amount of the specific asset groups based on discounted future cash flows or appraisal of the asset groups. 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 as of December 31, 2023 were immaterial. The Company’s share of earnings from the non-consolidated joint ventures was $ 7 , $ 3 , and $ 3 , during the years ended December 31, 2023, 2022, and 2021, respectively. The earnings are recorded within investment income and other, net in the consolidated statements of operations. The investment balances were $ 4 and $ 4 as of December 31, 2023 and 2022, respectively, and are recorded within other assets in the consolidated balance sheets. Pension and post-retirement obligations The Company sponsors both funded and unfunded foreign defined benefit pension plans that cover a portion of the Company's employees. The Company accounts for its benefit plans in accordance with ASC 715, Compensation - Retirement Benefits, which requires balance sheet recognition of the overfunded or underfunded status of pension and post-retirement benefit plans. The amounts associated with these benefits are determined by actuaries and dependent on various actuarial assumptions including discount rates, expected return on plan assets, compensation increases, mortality and health care cost trends. Under this guidance, actuarial gains and losses, prior service costs or credits, and any remaining transition assets or obligations that have not been recognized under previous accounting standards must be recognized in accumulated other comprehensive loss, net of tax effects, until they are amortized as a component of net periodic benefit cost. The 62 Table of Contents Company reviews its actuarial assumptions at each measurement date and makes modifications to the assumptions based on current rates and trends, if appropriate. During 2023, an annuity purchase transaction, commonly known as a “buy-in”, was executed for the two pension plans in the United Kingdom. Under the terms of the insurance contracts, which were issued by a third-party insurance company with no affiliation to the Company, all pension obligations will be funded by the insurer’s annuity payments, but the plans still retain full legal responsibility to pay the benefits to plan participants using the insurance payments. The Company's accounting policies related to pension and post-retirement obligations and the buy-in transaction are disclosed in Note 16 - "Pension". Definite-lived intangibles Intangibles consist of trade names and trademarks, customer relationships, and backlog intangibles. The intangibles are amortized over their estimated useful lives, which range from two to fifteen years for trade names and trademarks and customer relationships, and a period of six to thirty-six months for backlog. Insurance liabilities Other accrued and other noncurrent liabilities include management’s best estimates of amounts expected to be incurred for health insurance claims, workers’ compensation, general liability and automobile liability losses. A portion of this risk is retained on a self-insured basis through Sprocket, the Company's wholly-owned captive insurance subsidiary. The estimates are based on claim reports provided by the insurance carrier, management’s best estimates, and the maximum premium for a policy period. The amounts the Company will ultimately incur could differ in the near-term from the estimated amounts accrued. At December 31, 2023 and 2022, the Company had accrued $ 98 and $ 123 , respectively, relating to workers’ compensation, general and automobile claims, with $ 74 and $ 66 , respectively, included in other noncurrent liabilities. The Company recorded a receivable from the insurance carriers of $ 12 and $ 11 at December 31, 2023 and 2022, respectively, to offset the liabilities due above the Company’s deductible, which, under contract, are payable by the insurance carrier. The Company has outstanding letters of credit as collateral totaling approximately $ 137 and $ 121 at December 31, 2023 and 2022, respectively. The Company had $ 6 and $ 7 accrued within accrued salaries and wages relating to outstanding health insurance claims at December 31, 2023 and 2022, respectively. Share-based compensation The Company recognizes share-based compensation over the requisite service period of the awards (usually the vesting period) based on the grant date fair value of awards. An offsetting increase to shareholders’ equity is recorded equal to the amount of the compensation expense charge. For restricted stock grants with performance-based milestones, the expense is valued based on the closing market share price of the Company’s stock on the date of grant and recorded over the service period after the achievement of the milestone is probable or the performance condition is achieved. For restricted stock grants with market-based performance milestones, the grant-date fair value is estimated using a Monte Carlo valuation model. Forfeitures are estimated and recorded using historical forfeiture rates. The Company has an employee stock purchase plan (“ESPP”) under which shares of the Company’s common stock are available for purchase by eligible participants. The plan allows participants to purchase APi Group common stock at 85 % of its fair market value at the lower of (i) the date of commencement of the offering period or (ii) the last day of the exercise period, as defined in the plan documents. The fair value of purchases under the Company’s ESPP is estimated using the Black-Scholes option-pricing valuation model. The determination of fair value of stock-based awards using an option-pricing model is affected by the Company’s stock price as well as assumptions pertaining to several variables, including expected stock price volatility, the expected term of the award and the risk-free rate of interest. In the option-pricing model for the Company’s ESPP, expected stock price volatility is based on historical volatility of the Company’s common stock. The expected term of the award is based on historical and expected exercise patterns and the risk-free rate of interest is based on U.S. Treasury yields. Earnings per share Basic earnings per common share excludes dilution and is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. The Company has determined that its Series A Preferred Stock and Series B Preferred Stock are participating securities as the Series A Preferred Stock and Series B Preferred Stock participate in dividends with common stock according to a predetermined 63 Table of Contents formula. Accordingly, the Company used the two-class method of computing basic and diluted earnings per share for common stock according to participation rights of the Series A Preferred Stock and Series B Preferred Stock. Under this method, net income applicable to holders of common stock is first reduced by the amount of dividends declared on Series A Preferred Stock and Series B Preferred Stock in the current period with remaining undistributed earnings allocated on a pro rata basis to the holders of common stock, Series A Preferred Stock, and Series B Preferred Stock to the extent that each class may share income for the period; whereas undistributed net loss is allocated to common stock because holders of Series A Preferred Stock and Series B Preferred Stock are not contractually obligated to share the loss. Revenue recognition and contract costs Refer to Note 7 – “Net Revenues”, for further discussion on the Company’s revenue recognition policies. Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more-likely-than-not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties relating to unrecognized tax benefits and penalties in income tax expense. NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS Accounting standards issued and adopted In August 2023, the FASB issued Accounting Standards Update (ASU) 2023-05, Business Combinations— Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which requires that a joint venture apply a new basis of accounting upon formation. As a result, a newly formed joint venture would initially measure its assets and liabilities at fair value. ASU 2023-05 is effective for joint ventures with a formation date on or after January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements, but does not expect the impact to be material. In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative , which incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification. This update will improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB codification with the SEC’s regulations. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements, but does not expect the impact to be material. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The ASU expands segment disclosures by requiring disclosure of significant segment expenses that are regularly reviewed by the Chief Operating Decision Maker (the "CODM") and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023-07 is effective for the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this ASU on its consolidated financial statements and disclosures, but does not expect the impact to be material. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU focuses on the rate reconciliation and income taxes paid. ASU 2023-09 requires the Company to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early 64 Table of Contents adoption permitted. The company is currently evaluating the potential impact of adopting this ASU on its consolidated financial statements and disclosures, but does not expect the impact to be material. NOTE 4. 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 . 2023 Acquisitions On June 30, 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 . On December 29, 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 consolidated statements of operations from their respective dates of acquisition and were not material. The Company has not finalized its accounting for the acquisitions 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 8 – “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: 65 Table of Contents 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 net consideration $ 38 $ 32 $ 24 Cash and cash equivalents — 1 — Accounts receivable 8 7 — Contract assets 1 2 — Other current assets — 2 1 Intangible assets 13 12 9 Goodwill 19 12 16 Other accrued liabilities — ( 2 ) — Contract liabilities ( 3 ) ( 2 ) ( 2 ) Net assets acquired $ 38 $ 32 $ 24 2022 Chubb Acquisition During 2022, the Company completed the acquisition of Chubb fire and security business (the "Chubb Acquisition"). The Chubb fire and security business (the "Chubb business" or "Chubb") is a globally recognized fire safety and security services provider, offering customers complete and reliable services from design and installation to monitoring and on-going maintenance and recurring services. The Chubb business is headquartered in the United Kingdom, and has operations in 17 countries, expanding the Company's geographic footprint to a total of over 20 countries. The results of the Chubb business are reported within the Company's Safety Services segment. During 2022, the Company incurred transaction costs of $ 24 , which were expensed and included as a component of selling, general, and administrative expenses in the consolidated statements of operations. The Chubb Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations . The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values, with the exception of the following: (1) pre-acquisition contingencies which are recognized and measured in accordance with ASC 450, Contingencies , if fair value cannot be determined; (2) deferred income tax assets acquired and liabilities assumed are recognized and measured in accordance with ASC 740, Income Taxes ; (3) pensions and other post-retirement benefits other than pensions are recognized and measured in accordance with ASC 715, Compensation – Retirement Benefits ; (4) contract assets and liabilities are measured and recognized in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"); and (5) certain lease related assets and liabilities which are measured and recognized in accordance with ASC 842, Leases ("ASC 842"). 66 Table of Contents The following table summarizes the final fair values of the assets acquired and liabilities assumed at the date of the Chubb Acquisition: Cash paid at closing $ 2,935 Working capital and net indebtedness adjustment ( 42 ) Total net consideration $ 2,893 Cash 60 Accounts receivable 426 Inventories 68 Contract assets 183 Other current assets 25 Property and equipment 73 Operating lease right of use assets 146 Pension and post-retirement assets 626 Other noncurrent assets 8 Intangible assets 1,200 Goodwill 1,367 Accounts payable ( 192 ) Contract liabilities ( 162 ) Accrued expenses ( 255 ) Finance and operating lease liabilities ( 148 ) Pension and post-retirement obligations ( 56 ) Deferred tax liabilities ( 383 ) Other noncurrent liabilities ( 93 ) Net assets acquired $ 2,893 The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The Company has assigned final goodwill of $ 1,367 to its Safety Services reportable segment (see Note 8 - "Goodwill and Intangibles"). Based on U.S. income tax principles related to acquisitions of non-U.S. entities, the Company does not expect any of the amount of goodwill to be deductible for U.S. income tax purposes. Intangible assets The Company has identified the following significant intangible assets: customer relationships, trade names and trademarks, and contractual backlog. As of the effective date of the Chubb Acquisition, identifiable intangible assets are required to be measured at fair value, and these assets could include assets that are not intended to be used or sold or that are intended to be used in a manner other than their highest and best use. For purposes of these consolidated financial statements, the fair value and weighted-average useful lives of these intangible assets have been estimated using variations of the income approach. Specifically, the excess earnings method was utilized to estimate the fair value of the customer relationships and the contractual backlog. The relief from royalty method was utilized to estimate the fair value of the trade names and trademarks. Significant inputs used to value these intangible assets include projections of future cash flows, long-term growth rates, customer attrition rates, discount rates, royalty rates, and applicable income tax rates. The following table summarizes the fair value of the identifiable intangible assets: Customer relationships $ 695 Trade names and trademarks 450 Contractual backlog 55 Total intangibles $ 1,200 67 Table of Contents The estimated useful lives over which the intangible assets will be amortized are as follows: customer relationships ( fifteen years ), trade names and trademarks ( fifteen years ), and contractual backlog ( two years ). The results of operations for the Chubb business are included in the consolidated financial statements of the Company from the date of acquisition. 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 and 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 one to four years year 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 one to three years year 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 $ 9 and $ 19 at December 31, 2023 and 2022, respectively. The maximum payout of these arrangements upon completion of the future performance periods was $ 15 and $ 25 , inclusive of the $ 9 and $ 19 , accrued as of December 31, 2023 and 2022, respectively. The contingent compensation liability is included in contingent consideration and compensation liabilities in the 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 9 - "Fair Value of Financial Instruments." The total liability for deferred payments was $ 17 and $ 9 at December 31, 2023 and 2022, respectively, and is included in contingent consideration and compensation liabilities in the consolidated balance sheets for all periods presented. NOTE 5. DIVESTITURES During 2023, the Company completed the divestiture of an infrastructure/utility operating company in the Specialty Services segment (the "Operating Company"). The Company received $ 38 in cash for the sale. During the year ended December 31, 2023, the Company recorded an impairment charge of $ 12 in selling, general, and administrative expenses in the consolidated statements of operations related to impairment of goodwill, intangible assets, and other assets of the Operating Company. NOTE 6. 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 2023, the Company incurred pre-tax restructuring costs within the Safety Services segment of $ 37 in connection with the Chubb restructuring program. Since the Chubb Acquisition, the Company has incurred aggregate restructuring costs of $ 67 . As of December 31, 2023, the Company had $ 32 in restructuring liabilities recorded in other accrued liabilities on the consolidated balance sheets for this plan. In addition, the Company has incurred $ 9 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. 68 Table of Contents 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 2023 restructuring program for the years ended December 31, 2023 and 2022: Employee termination benefits Program related costs Asset write-downs Total December 31, 2021 $ — $ — $ — $ — Charges 30 — — 30 Payments ( 8 ) — — ( 8 ) Currency translation adjustment — — — — December 31, 2022 $ 22 $ — $ — $ 22 Charges 37 3 6 46 Payments ( 27 ) ( 3 ) — ( 30 ) Reversals ( 1 ) — — ( 1 ) Currency translation adjustment 1 — — 1 December 31, 2023 $ 32 $ — $ 6 $ 38 NOTE 7. NET REVENUES Under ASC 606, revenue is recognized when or as control of promised goods and services is transferred to customers, and the amount of revenue recognized reflects the consideration to which an entity expects to be entitled in exchange for the goods and services transferred. 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 materials contracts. 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. The Company also enters into fixed price service contracts related to monitoring, maintenance, and inspection of safety systems. The Company may utilize subcontractors in the fulfillment of its performance obligations. When doing so, the Company is considered the principal in these transactions and revenues are recognized on a gross basis. 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 relative to total expected cost in satisfying its performance obligation. The cost-to-cost method is used as it best depicts the continuous transfer of control of goods or services to the customer. Costs incurred include direct materials, labor and subcontract costs, and indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. These contract costs are included in the results of operations under cost of revenues. Labor and subcontractor labor costs are considered to be incurred and recognized as the work is performed. Net revenues from time and material contracts are recognized as the services are provided and is equal to the sum of the contract costs incurred plus an agreed upon markup. Net revenues earned from distribution contracts are recognized upon shipment or performance of the service. The cost estimation process for recognizing net revenues over time under the cost-to-cost method is based on the professional knowledge and experience of the Company’s project managers, engineers, and finance professionals. Management reviews estimates of total contract transaction price and total project costs on an ongoing basis. Changes in job performance, job conditions, and management’s assessment of expected variable consideration are factors that 69 Table of Contents influence estimates of the total contract transaction price, total costs to complete those contracts, and the Company’s profit recognition. Changes in these factors could result in cumulative revisions to net revenues in the period in which the revisions are determined, which could materially affect the Company’s consolidated results of operations for that period. Provisions for estimated losses on uncompleted contracts are recorded in the period in which such estimated losses are determined. 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 years ended December 31, 2023, 2022, and 2021. During 2023, the Company moved an immaterial business component within the Safety Services segment from the HVAC to the Life Safety reporting unit, and prior period amounts in this table have been recast to reflect the current period presentation. Disaggregated net revenues information is as follows: Year Ended December 31, 2023 Safety Services Specialty Services Consolidated Life Safety $ 4,364 $ — $ 4,364 HVAC 507 — 507 Infrastructure/Utility — 1,224 1,224 Fabrication — 202 202 Specialty Contracting — 653 653 Corporate and Eliminations — — ( 22 ) Net revenues $ 4,871 $ 2,079 $ 6,928 Year Ended December 31, 2022 Safety Services Specialty Services Consolidated Life Safety $ 4,077 $ — $ 4,077 HVAC 498 — 498 Infrastructure/Utility — 1,154 1,154 Fabrication — 253 253 Specialty Contracting — 623 623 Corporate and Eliminations — — ( 47 ) Net revenues $ 4,575 $ 2,030 $ 6,558 Year Ended December 31, 2021 Safety Services Specialty Services Consolidated Life Safety $ 1,698 $ — $ 1,698 HVAC 382 — 382 Infrastructure/Utility — 1,058 1,058 Fabrication — 244 244 Specialty Contracting — 605 605 Corporate and Eliminations — — ( 47 ) Net revenues $ 2,080 $ 1,907 $ 3,940 70 Table of Contents Year Ended December 31, 2023 Safety Services Specialty Services Corporate and Eliminations Consolidated United States $ 2,322 $ 2,038 $ ( 22 ) $ 4,338 France 607 — — 607 Other 1,942 41 — 1,983 Net revenues $ 4,871 $ 2,079 $ ( 22 ) $ 6,928 Year Ended December 31, 2022 Safety Services Specialty Services Corporate and Eliminations Consolidated United States $ 2,148 $ 1,961 $ ( 47 ) $ 4,062 France 564 — — 564 Other 1,863 69 — 1,932 Net revenues $ 4,575 $ 2,030 $ ( 47 ) $ 6,558 Year Ended December 31, 2021 Safety Services Specialty Services Corporate and Eliminations Consolidated United States $ 1,726 $ 1,870 $ ( 47 ) $ 3,549 France — — — — Other 354 37 — 391 Net revenues $ 2,080 $ 1,907 $ ( 47 ) $ 3,940 The Company’s contracts with its customers generally require significant services to integrate complex activities and equipment into a single deliverable and are, therefore, generally accounted for as a single performance obligation to provide a single contracted service for the duration of the project. For contracts with multiple performance obligations, the transaction price of a contract is allocated to each performance obligation and recognized as net revenues when or as the performance obligation is satisfied using the estimated stand-alone selling price of each distinct good or service. The stand-alone selling price is estimated using the expected cost plus a margin approach for each performance obligation. For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at December 31, 2023 was $ 2,871 . The Company expects to recognize revenue on approximately 84 % of the remaining performance obligations over the next twelve months . When more than one contract is entered into with a customer on or close to the same date, management evaluates whether those contracts should be combined and accounted for as a single contract as well as whether those contracts should be accounted for as one, or more than one, performance obligation. This evaluation requires significant judgment and is based on the facts and circumstances of the various contracts. Contracts are often modified through change orders to account for changes in the scope and price of the goods or services being provided. Although the Company evaluates each change order to determine whether such modification creates a separate performance obligation, the majority of change orders are for goods or services that are not distinct within the context of the original contract and, therefore, not treated as a separate performance obligation but rather as a modification of the existing contract and performance obligation. Variable consideration Transaction prices for customer contracts may include variable consideration, which comprises items such as early completion bonuses and liquidated damages provisions. Management estimates variable consideration for a performance obligation utilizing estimation methods believed to best predict the amount of consideration to which the Company will be entitled. Variable consideration is included in the transaction price only to the extent it is probable, in the Company’s judgment, that a significant future reversal in the amount of cumulative revenue recognized under the contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved. 71 Table of Contents Changes in the estimates of transaction prices are recognized in net revenues on a cumulative catch-up basis in the period in which the revisions to the estimates are made. Such changes in estimates may also result in the reversal of previously recognized net revenues if the ultimate outcome differs from the Company’s previous estimate. For the years ended December 31, 2023, 2022, and 2021, there were no significant reversals of revenues recognized associated with the revision of transaction prices. The Company typically does not incur any returns, refunds or similar obligations after the completion of the performance obligation since any deficiencies are corrected during the course of performance. Contract assets and liabilities The Company typically invoices customers with payment terms of net due in 30 days . It is also common for contracts in the Company's industries to specify a general contractor is not required to submit payments to a subcontractor until it has received those funds from the owner or funding source. In most instances, the Company receives payment of invoices between 30 to 90 days of the date of the invoice. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from the Company’s projects when revenues are recognized under the cost-to-cost measure of progress and exceeds the amounts invoiced to the Company’s customers, as the amounts cannot be billed under the terms of the Company's contracts. In addition, many of the Company’s time and material arrangements are billed in arrears pursuant to contract terms, resulting in the Company recording contract assets as net revenues are recognized in advance of billings. Contract liabilities from the Company’s contracts arise when amounts invoiced to the Company’s customers exceed net revenues recognized under the cost-to-cost measure of progress. Contract liabilities also include advance payments from the Company’s customers on certain contracts. Contract liabilities decrease as the Company recognizes net revenues from the satisfaction of the related performance obligation. The Company utilizes the practical expedient under ASC 606 and does not adjust for a significant financing component if the time between payment and the transfer of the related good or service is expected to be one year or less. The Company’s revenue arrangements are typically accounted for under such expedient as payments are within one year of performance for the Company’s services. As of December 31, 2023 and 2022, none of the Company’s contracts contained a significant financing component. Contact assets and contract liabilities are classified as current in the 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 December 31, 2023, 2022, and 2021 are as follows: Accounts receivable, net of allowances Contract assets Contract liabilities Balance at December 31, 2023 $ 1,395 $ 436 $ 526 Balance at December 31, 2022 1,313 459 463 Balance at December 31, 2021 767 217 243 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 December 31, 2023 and 2022, retentions receivable were $ 156 and $ 150 , respectively, while the portions that may not be received within one year were $ 25 and $ 35 , respectively. There were no other significant changes due to business acquisitions or significant changes in estimates of contract progress or transaction price. There were no significant impairments of contract assets recognized during the period. Costs to obtain or fulfill a contract The Company generally does not incur significant incremental costs related to obtaining or fulfilling a contract prior to the start of a project. The Company may incur certain fulfillment costs such as initial design or mobilization costs which are capitalized if: (i) they relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation under the contract, and (iii) are expected to be recovered through revenues generated under the contract. Such costs, which are amortized over the life of the respective project, were not material for any period presented. 72 Table of Contents NOTE 8. GOODWILL AND INTANGIBLES Goodwill The following table provides disclosure of goodwill by segment as of December 31, 2023 and 2022. The changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2023 and 2022 are as follows: Safety Services Specialty Services Total Goodwill Goodwill as of December 31, 2021 $ 925 $ 181 $ 1,106 Acquisitions 1,372 — 1,372 Foreign currency translation and other, net (1) ( 96 ) — ( 96 ) Goodwill as of December 31, 2022 2,201 181 2,382 Acquisitions 47 — 47 Impairment of goodwill (2) — ( 4 ) ( 4 ) Foreign currency translation 46 — 46 Goodwill as of December 31, 2023 $ 2,294 $ 177 $ 2,471 (1) Other includes immaterial measurement period adjustments recorded during the year ended December 31, 2022 related to acquisitions for which the measurement period ended during the year ended December 31, 2022. (2) The Company sold an operating company (See Note 5 - "Divestitures"). Pursuant to the authoritative literature, the Company evaluated the recoverability of the carrying value of the assets and liabilities and recorded a goodwill impairment charge of $ 4 . Intangibles The Company's identifiable intangible assets are comprised of the following as of December 31, 2023 and 2022: 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 December 31, 2022 Weighted Average Remaining Useful Lives (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized intangibles: Contractual backlog 0.9 $ 153 $ ( 126 ) $ 27 Customer relationships 10.0 1,508 ( 367 ) 1,141 Trade names and trademarks 13.2 704 ( 88 ) 616 Total $ 2,365 $ ( 581 ) $ 1,784 73 Table of Contents Approximate annual aggregate amortization expense of the intangible assets for the five years subsequent to December 31, 2023, is as follows: Years ending December 31: 2024 $ 201 2025 201 2026 201 2027 177 2028 107 Thereafter 733 Total $ 1,620 Amortization expense recognized on identifiable intangible assets are as follows: Year Ended December 31, 2023 2022 2021 Cost of revenues $ 27 $ 30 $ 5 Selling, general, and administrative expenses 197 197 122 Total intangible asset amortization expense $ 224 $ 227 $ 127 NOTE 9. 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 consolidated balance sheets, derivative instruments are primarily included in other noncurrent assets and other noncurrent liabilities and contingent consideration obligations are primarily included in contingent consideration and compensation liabilities. 74 Table of Contents 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 December 31, 2023 and 2022: Fair Value Measurements at December 31, 2023 Financial assets: Level 1 Level 2 Level 3 Total Derivatives designated as hedge instruments Cash flow hedges - interest rate swaps $ — $ 7 $ — $ 7 Cash flow hedges - cross currency contracts — 10 — 10 Net investment hedges - cross currency contracts — 20 — 20 Fair value hedges - cross currency contracts — 17 — 17 Derivatives not designated as hedge instruments Foreign currency forward contracts — — — — Total $ — $ 54 $ — $ 54 Financial liabilities: Derivatives not designated as hedge instruments Foreign currency forward contracts — — — — Contingent consideration obligations — — ( 6 ) ( 6 ) Total $ — $ — $ ( 6 ) $ ( 6 ) Fair Value Measurements at December 31, 2022 Financial assets: Level 1 Level 2 Level 3 Total Derivatives designated as hedge instruments Cash flow hedges - interest rate swaps $ — $ 14 $ — $ 14 Cash flow hedges - cross currency contracts — 17 — 17 Net investment hedges - cross currency contracts — 32 — 32 Fair value hedges - cross currency contracts — 50 — 50 Derivatives not designated as hedge instruments Foreign currency forward contracts — — — — Total $ — $ 113 $ — $ 113 Financial liabilities: Derivatives not designated as hedge instruments Foreign currency forward contracts — — — — Contingent consideration obligations — — ( 4 ) ( 4 ) Total $ — $ — $ ( 4 ) $ ( 4 ) 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. 75 Table of Contents 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: Year Ended December 31, 2023 2022 2021 Balance at the beginning of the year $ 4 $ 4 $ 7 Issuances 3 — 3 Settlements ( 1 ) — ( 6 ) Balance at the end of the year $ 6 $ 4 $ 4 Number of open contingent consideration arrangements at the end of the year 2 3 3 Maximum potential payout at the end of the year $ 6 $ 4 $ 5 At December 31, 2023, the remaining open contingent consideration arrangements are set to expire at various dates through 2025. 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 year ended December 31, 2023. 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 13 – “Debt”), including current portion 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. During 2023, the Company completed repricing of its 2019 Term Loan and 2021 Term Loan and $ 422 of the 2019 Term Loan was extended to the 2021 Term Loan. During 2023, the Company also repaid an aggregate amount of $ 375 and $ 100 to the 2019 Term Loan and 2021 Term Loan, respectively. December 31, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value 2019 Term Loan $ 330 $ 331 $ 1,127 $ 1,120 2021 Term Loan 1,407 1,407 1,085 1,075 4.125% Senior Notes 337 305 337 284 4.750% Senior Notes 277 257 277 243 NOTE 10. 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 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 consolidated statements of cash flows in the 76 Table of Contents same category as the cash flows from the 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 has been received or pledged related to the underlying derivatives. The following table presents the fair value of derivative instruments: December 31, 2023 December 31, 2022 Outstanding Gross Other Assets Other Outstanding Gross Other Assets Other Notional Amount Noncurrent liabilities Notional Amount Noncurrent liabilities Derivatives designated as hedging instruments: Cash flow hedges: Interest rate swaps $ 1,120 $ 7 $ — $ 1,120 $ 14 $ — Cross currency contracts 120 10 — 120 17 — Foreign currency forward contracts — — — — — — Fair value hedges: Cross currency contracts 721 17 — 721 50 — Net investment hedges: Cross currency contracts 230 20 — 230 32 — Total derivatives designated as hedging instruments $ 2,191 $ 54 $ — $ 2,191 $ 113 $ — Derivatives not designated as hedging instruments: Foreign currency forward contracts 73 — 1 118 — — Total derivatives not designated as hedging instruments $ 73 $ — $ 1 $ 118 $ — $ — Total derivatives $ 2,264 $ 54 $ 1 $ 2,309 $ 113 $ — 77 Table of Contents The following table presents the effect of derivatives on the consolidated statements of operations: Amount of income (expense) recognized in income Location of income (expense) recognized in income Year ended December 31, Derivatives 2023 2022 2021 Cash flow hedging relationships: Interest rate swaps Interest expense, net $ 32 $ 1 $ ( 11 ) Cross currency contracts Investment income and other, net ( 3 ) 6 7 Cross currency contracts Interest expense, net 2 2 — Fair value hedging relationships: Cross currency contracts Investment income and other, net ( 25 ) 53 — Cross currency contracts Interest expense, net 2 3 — Net investment hedging relationships: Cross currency contracts Interest expense, net 4 4 2 Not designated as hedging instruments: Foreign currency forward contracts Investment income and other, net 1 2 1 Currency Effects The income (expense) from derivatives designed to offset foreign currency exposure and recorded in investment income and other, net were offset by foreign currency transaction gains and losses resulting in a net gain (loss) of $ 1 , $( 2 ) and $( 3 ) for the years ended December 31, 2023, 2022, and 2021, respectively. 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 Year ended December 31, Year ended December 31, Derivatives 2023 2022 2021 2023 2022 2021 Cash flow hedging relationships: Interest rate swaps $ ( 6 ) $ 48 $ 18 Interest expense, net $ 16 $ 3 $ — Cross currency contracts ( 3 ) 3 — Investment income and other, net ( 3 ) 10 ( 7 ) Fair value hedging relationships: Cross currency contracts ( 6 ) ( 2 ) — Investment income and other, net ( 25 ) 53 — Net investment hedging relationships: Cross currency contracts ( 9 ) 14 8 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. 78 Table of Contents 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 consolidated balance sheets. The fair value previously recognized in AOCI related to interest rate movements of the 2024 Interest Rate Swap is being amortized to interest expense on a straight-line basis through October 2024. As of December 31, 2023, approximately $ 14 of 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 13 - "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 January 2028. As of December 31, 2023, the Company had $ 1,120 total notional amount outstanding in the 2028 Interest Rate Swap and the 2026 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 loans of $ 1,737 . As of December 31, 2023, 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 2022, to hedge these exposures, the Company entered into three cross currency swaps all 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. 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 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 consolidated balance sheets. Any cash flows associated with these instruments are included in operating activities in the consolidated statements of cash flows. Net investment hedge 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 79 Table of Contents of the net investment hedge are offset by gains and losses on the underlying foreign currency exposure and are included in AOCI in the 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 forward 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 income and other, net. NOTE 11. PROPERTY AND EQUIPMENT, NET The components of property and equipment as of December 31, 2023 and 2022 are as follows: Estimated Useful Lives (In Years) December 31 2023 2022 Land N/A $ 27 $ 30 Building 39 105 98 Machinery, equipment, and office equipment 1-20 353 348 Autos and trucks 4-10 112 116 Leasehold improvements 1-15 35 33 Total cost 632 625 Accumulated depreciation ( 247 ) ( 218 ) Property and equipment, net $ 385 $ 407 Depreciation expense related to property and equipment, including finance leases, was $ 79 , $ 77 , and $ 75 , during the years ended December 31, 2023, 2022 and 2021, respectively. Depreciation expense is included within cost of revenues and selling, general, and administrative expenses in the consolidated statements of operations. NOTE 12. LEASES The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. Under ASC 842, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. The Company leases various facilities, equipment and vehicles from unrelated parties, which are primarily classified and accounted for as operating leases. The facility leases are primarily for office space with initial terms extending up to ten years . The equipment leases are primarily related to heavy equipment utilized in the completion of construction jobs, and the terms of the agreements range from one to seven years . Vehicle leases have a minimum lease term ranging from one to seven years . Some leases include one or more options to renew, generally at the Company’s sole discretion, with renewal terms that can extend the lease term by one to twelve years or more. 80 Table of Contents The Company made an accounting policy election to not recognize lease assets and lease liabilities for leases with terms of twelve months or less. For all other leases, the Company recognizes right-of-use ("ROU") assets and lease liabilities based on the present value of the lease payments over the lease term at the commencement date of the lease (or January 1, 2019 for leases existing upon the adoption of ASC 842). The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by lease incentives. When material leases are acquired in business combinations, the Company is required to measure the acquired lease liabilities at the present value of the remaining lease payments as if the acquired leases were new leases. A reassessment of the lease term, lessee options to purchase an underlying asset, lease payments, and discount rates is performed as of the date of acquisition. The ROU assets are then remeasured at the amount of the lease liability, adjusted for any off-market terms present in the acquired leases. The Company’s future lease payments may include payments that depend on an index or a rate (such as the consumer price index). The Company initially measures payments based on an index or rate using the applicable rate at lease commencement, and subsequent changes in such rates are recognized as variable lease costs in the period incurred. Some leases contain variable payments that are not based on an index or rate, and therefore are not included in the initial measurement of ROU assets and lease liabilities. These variable payments typically represent additional services transferred to the Company, such as common area maintenance for real estate, and maintenance or service programs for vehicles, and are recorded in lease expense in the period incurred. For leases that include residual value guarantees or payments for terminating the lease, the Company includes these costs in the lease liability when it is probable they will be incurred. The Company determines the present value of lease payments using its incremental borrowing rate (“IBR”), as the Company’s leases generally do not have a readily determinable implicit discount rate. The Company applies judgment in assessing factors such as Company-specific credit risk, lease term, nature and quality of the underlying collateral, and economic environment in determining the incremental borrowing rates for its leases The Company’s IBR reflects the rate of the parent or group level. The Company acts as the central treasury function for all its subsidiaries and its collateral quality was considered in aggregate for the IBR. The Company developed IBR curves for all currency denominations of its leases. To determine its creditworthiness, the Company considered publicly available credit ratings from S&P Global Ratings ("S&P") and Moody’s Investors Service ("Moody’s"). Both the S&P local currency long-term rating and the Moody’s long-term corporate family credit ratings have remained stable at BB- and Ba2 in 2023. The amount (and impact) of the Company’s future operating lease payments, a consideration in the development of the IBR, would be reflected in the Company’s underlying credit rating. In its development of the IBR, the Company applied a base market yield curve reflective of its unsecured credit rating. Adjustments to the base market yield curve were then considered for any Company-specific debt instruments outstanding at the measurement date, and securitization adjustments were made to conclude on a lessee specific securitized market yield curve. No adjustment was considered for economic environment risk for the U.S. IBR as the underlying market data to derive the IBR was in USD. The Company also has significant leases located in (denominated in): Canada (CAD), European Union (EUR), United Kingdom (GBP), and Australia (AUD). To derive the applicable foreign IBR curves, the Company adjusted its concluded United States/USD IBR curve to the applicable foreign IBR curves using the covered interest rate parity theory, which captures foreign currency risk. The Company developed its IBR curves with tenors ranging from 1 -year to 30 -years to match its anticipated lease terms. For each lease, the Company applied the IBR that aligned with the concluded lease term. The Company estimated the IBRs on a quarterly basis throughout 2023, which ranged from 2.67 % to 11.24 % across all currencies for the 1 -year through 30 -year tenor. The Company has made an accounting policy election to account for lease and non-lease components in its contracts as a single lease component for all asset classes except for certain asset classes within its information technology arrangements. The Company allocates the consideration for certain asset classes within information technology arrangements to the separate components based on relative stand-alone prices using observable prices, if available, or estimates of stand-alone prices using observable information available. Operating lease cost is recognized on a straight-line basis over the lease term. Finance lease cost is recognized as a combination of amortization expense for the ROU assets and interest expense for the outstanding lease liabilities, and results in a front-loaded expense pattern over the lease term. 81 Table of Contents The components of lease expense are as follows: Year Ended December 31, 2023 2022 2021 Operating lease cost $ 88 $ 75 $ 35 Finance lease cost - amortization of right-of-use assets 6 4 2 Short-term lease cost 41 39 26 Variable lease cost 22 21 6 Total lease cost $ 157 $ 139 $ 69 Supplemental consolidated statements of cash flows information related to leases is as follows: Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows - payments on operating leases $ 88 $ 75 $ 35 Financing cash outflows - payments on finance leases 7 5 18 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 81 $ 186 $ 26 Finance leases 5 15 3 Included within ROU assets obtained in exchange for new lease obligations during 2022, there were $ 146 and $ 2 of operating and financing leases, respectively, which were adjusted to fair value as part of the Chubb Acquisition. Supplemental consolidated balance sheets information related to leases is as follows: Year Ended December 31, 2023 2022 Finance leases: Machinery and equipment 15 17 Property and equipment, net $ 15 $ 17 Weighted-average remaining lease term: Operating leases 4.9 years 5.0 years Finance leases 2.1 years 2.9 years Weighted-average discount rate: Operating leases 5.7 % 3.9 % Finance leases 5.2 % 4.5 % 82 Table of Contents The future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities recognized on the consolidated balance sheets as of December 31, 2023 is as follows: Operating Leases Finance Leases Total Year ending December 31: 2024 $ 77 $ 6 $ 83 2025 59 6 65 2026 40 3 43 2027 27 — 27 2028 18 — 18 Thereafter 43 — 43 Total lease payments 264 15 279 Less imputed interest 31 1 32 Total present value of lease liabilities $ 233 $ 14 $ 247 Operating and finance leases - current $ 69 $ 6 $ 75 Operating and finance leases - non-current 164 8 172 Total present value of lease liabilities $ 233 $ 14 $ 247 The Company leases office and operating facilities from various parties that are in management positions at certain businesses and the Company incurred rent expense, including real estate taxes and operating costs of approximately $ 4 , $ 5 , and $ 5 during the years ended December 31, 2023, 2022, and 2021, respectively, under these arrangements. NOTE 13. DEBT Debt obligations consist of the following: December 31, Maturity Date 2023 2022 Term loan facility 2019 Term Loan October 1, 2026 $ 330 $ 1,127 Revolving Credit Facility October 1, 2026 — — 2021 Term Loan January 3, 2029 1,407 1,085 Senior notes 4.125 % Senior Notes July 15, 2029 337 337 4.750 % Senior Notes October 15, 2029 277 277 Other obligations 5 6 Total debt obligations 2,356 2,832 Less: unamortized deferred financing costs ( 29 ) ( 43 ) Total debt, net of deferred financing costs 2,327 2,789 Less: short-term and current portion of long-term debt ( 5 ) ( 206 ) Long-term debt, less current portion $ 2,322 $ 2,583 Term loan facility During 2023, the Company completed its Third Amendment to its Credit Agreement, which provided for amended interest rates applicable to the Company's existing term loans and future borrowings under the revolving credit facility. In May 2023, the Company entered into an amendment to the Credit Agreement to replace the London Inter-Bank Offered Rate ("LIBOR") index with Term SOFR. During 2023, the Company completed its Fourth Amendment to its Credit Agreement, repricing its 2019 Term Loan and 2021 Term Loan. The repricing reduces the applicable margin on all outstanding amounts by 25 basis points. Additionally, 83 Table of Contents $ 422 of the 2019 Term Loan was extended to the 2021 Term Loan and assumed all the same terms as the repriced 2021 Term Loan. During 2023, the Company made aggregate payments of $ 375 and $ 100 on the 2019 Term Loan and 2021 Term Loan, respectively. As a result of the principal payments, the Company incurred a loss on debt extinguishment of $ 7 related to unamortized debt issuance costs, which was recorded within loss (gain) on extinguishment of debt, net in the consolidated statements of operations. As of December 31, 2023, the Company had $ 330 of principal outstanding under the $ 1,200 term loan (the "2019 Term Loan") with a maturity date of October 1, 2026. The interest rate applicable to the 2019 Term Loan is, at the Company's option, either (a) a base rate plus an applicable margin equal to 1.25 % or (b) Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.25 % plus a credit spread adjustment ("CSA"). As of December 31, 2023, the Company had $ 1,407 of principal outstanding under the $ 1,100 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 1.50 % or (2) Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.50 % plus a CSA. 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. Swap activity In 2023, the Company amended its existing interest rate swaps in connection with the transition to SOFR for the term loans. As of December 31, 2023, 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 loan is 3.41 % and the second swapped $ 720 notional value of the term loans is 3.59 % through their maturity. The remaining $ 617 of the term loans balance will bear interest based on one-month SOFR plus CSA plus 225 basis points or SOFR plus CSA plus 250 basis points, but the rate will fluctuate as SOFR fluctuates. Refer to Note 10 - "Derivatives" for additional information. At December 31, 2023 and 2022, the Company had no amounts outstanding under the Revolving Credit Facility, and $ 495 and $ 446 was available at December 31, 2023 and 2022, respectively, after giving effect to $ 5 and $ 54 of outstanding letters of credit, respectively. As of December 31, 2023 and 2022, the Company was in compliance with all applicable debt covenants. Senior notes 4.125 % Senior Notes During 2021, 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. 4.750 % Senior Notes During 2021, 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. Senior Notes Repurchases During 2022, the Company repurchased on the open market $ 13 and $ 23 of the 4.125 % Senior Notes and 4.750 % Senior Notes, respectively (the "Repurchases"). In connection with the Repurchases, the Company recognized a net gain on debt extinguishment of $ 5 within loss (gain) on extinguishment of debt, net in the consolidated statements of operations. 84 Table of Contents The Company was in compliance with all covenants contained in the indentures governing the 4.125 % Senior Notes and 4.750 % Senior Notes as of December 31, 2023 and 2022. Other obligations As of December 31, 2023 and 2022, the Company had $ 5 and $ 6 in notes outstanding, respectively, for working capital purposes and the acquisition of equipment and vehicles. Amounts outstanding under these notes are included in the table below. Approximate annual maturities, excluding amortization of debt issuance costs, of the Company’s financing arrangements for years subsequent to December 31, 2023, are as follows: Years Ending December 31: 2024 $ 5 2025 — 2026 330 2027 — 2028 — Thereafter 2,021 Total $ 2,356 NOTE 14. INCOME TAXES For the years ended December 31, 2023, 2022, and 2021, the components of income before income taxes are as follows: Years Ended December 31, 2023 2022 2021 U.S. earnings $ 186 $ 40 $ 54 Foreign earnings 46 53 25 Total earnings $ 232 $ 93 $ 79 The income tax provision (benefit) for the years ended December 31, 2023, 2022, and 2021, consisted of the following: Years Ended December 31, 2023 2022 2021 Current: U.S. federal $ 48 $ 32 $ 9 State 23 13 8 Foreign 40 22 9 Total current tax provision $ 111 $ 67 $ 26 Deferred: U.S. federal $ ( 10 ) $ ( 32 ) $ 6 State ( 1 ) ( 3 ) 2 Foreign ( 21 ) ( 12 ) ( 2 ) Total deferred tax (benefit) provision $ ( 32 ) $ ( 47 ) $ 6 Total income tax provision $ 79 $ 20 $ 32 85 Table of Contents The reconciliation of the federal statutory income tax rate to the Company’s provision for income taxes is as follows: Years Ended December 31, 2023 2022 2021 Expected provision at statutory federal rate $ 49 21.0 % $ 19 21.0 % $ 17 21.0 % State tax provision, net of federal benefit 17 7.3 % 7 7.5 % 8 10.1 % Foreign rate differential ( 1 ) ( 0.4 %) ( 4 ) ( 4.3 ) % 1 1.3 % Valuation allowance 8 3.4 % ( 1 ) ( 1.1 ) % — — % Permanent differences and other 3 1.3 % 4 4.4 % — — % Uncertain tax positions — — % ( 1 ) ( 1.1 ) % — — % Transaction costs — — % 3 3.2 % 4 5.1 % Withholding taxes on foreign entities — — % ( 9 ) ( 9.7 ) % — — % Section 162(m) limitation 3 1.3 % 2 2.1 % 2 2.5 % Total provision for income taxes $ 79 33.9 % $ 20 22.0 % $ 32 40.0 % The components of deferred tax assets and liabilities consisted of the following: December 31, 2023 2022 Deferred tax assets: Operating and finance lease liabilities $ 57 $ 59 Accrued compensation 60 48 Accrued expenses 28 31 Net operating loss carryforwards 28 26 Contingent consideration and compensation liabilities 13 10 Capital loss carryforwards 54 47 Credits 38 36 Reserves and allowances 6 10 Other 14 16 Gross deferred tax assets 298 283 Valuation allowance ( 114 ) ( 100 ) Net deferred tax assets $ 184 $ 183 Deferred tax liabilities: Depreciation on fixed assets $ 42 $ 51 Goodwill 23 3 Amortization on identified intangible assets 165 203 Operating lease right of use assets 56 59 Derivatives 1 9 Deferred payments 4 4 Pension and post-retirement obligations 11 82 Other 2 4 Gross deferred tax liabilities $ 304 $ 415 Net deferred tax liabilities $ ( 120 ) $ ( 232 ) Deferred income tax assets represent potential future income tax benefits. Realization of these assets is ultimately dependent upon future taxable income. Deferred tax assets must be reduced by a valuation allowance if, based on all 86 Table of Contents available evidence, it is considered more likely than not that some or all of the recorded deferred tax assets will not be realized in a future period. The Company considers all negative and positive evidence, including the weight of the evidence, to determine if a valuation allowance is required. As of December 31, 2023 and 2022, valuation allowances of $ 114 and $ 100 were recorded against certain deferred tax assets of the Company’s foreign subsidiaries. As of December 31, 2023, the Company had gross federal, state and foreign net operating loss carryforwards of approximately $ 0 , $ 19 , and $ 114 , respectively. The state net operating loss carryforwards have carryforward periods of five to twenty years and begin to expire in 2029. The foreign net operating loss carryforwards generally have carryback periods of three years , carryforward periods of twenty years , or that are indefinite, and begin to expire in 2024. As of December 31, 2023, there were approximately $ 292 of accumulated undistributed earnings of subsidiaries outside of the United States, all of which are considered to be indefinitely reinvested. Due to the complexity of the legal entity structure, the number of legal entities and jurisdictions involved, and the complexity of the laws and regulations, the Company believes it is not practicable to estimate the amount of additional taxes which may be payable upon distribution of these undistributed earnings. Accordingly, no deferred taxes have been provided for withholding taxes or other taxes on permanently reinvested earnings. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Years Ended December 31, 2023 2022 2021 Gross unrecognized tax benefits at the beginning of the year $ 8 $ 2 $ 3 Additions for tax positions taken in a prior period (including acquired uncertain tax positions) — 7 — Reductions for tax positions taken in a prior period (including acquired uncertain tax positions) ( 1 ) — ( 1 ) Additions for tax positions taken in the current period 1 1 — Reductions for tax positions taken in current period — — — Reductions for tax positions due to lapse in statue of limitations ( 1 ) — — Foreign currency translation adjustments — ( 2 ) — Gross unrecognized tax benefits as of the end of the year $ 7 $ 8 $ 2 The Company’s liability for unrecognized tax benefits is recorded within other noncurrent liabilities on the consolidated balance sheets and recognizes interest and penalties accrued related to unrecognized tax benefits in the provision for income taxes in the consolidated statements of operations. The Company had $ 2 and $ 2 of accrued gross interest and penalties as of December 31, 2023 and 2022, respectively. During the years ended December 31, 2023, 2022, and 2021, the Company did not recognize net interest expense. If all of the Company’s unrecognized tax benefits as of December 31, 2023 were recognized, $ 9 would impact the Company’s effective tax rate. The Company does not expect any 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 December 31, 2023, with few exceptions, neither the Company nor its subsidiaries are subject to examination prior to tax year 2014. There are various other audits in state and foreign jurisdictions. No adjustments have been proposed and the Company does not expect the results of the audits to have a material impact on the consolidated financial statements. NOTE 15. EMPLOYEE BENEFIT PLANS 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 date 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 87 Table of Contents purchase more than 500 shares in any offering period or more than ten thousand dollars of common stock in a year under the ESPP. During the year ended December 31, 2023, the Company recognized $ 5 of expense, and issued 975,255 shares of the Company's common stock at a weighted-average price per share of $ 14.51 related to the ESPP. As of December 31, 2023, the Company accrued a liability of $ 6 , which has been recorded as accrued salaries and wages in the consolidated balance sheets, for 264,603 shares of the Company's common stock that were issued to employees in January 2024. As of December 31, 2023, there were approximately 6,012,500 shares reserved for future issuance under the ESPP. 401(k) plans The Company has 401(k) plans that provide for annual contributions not to exceed the maximum amount allowed by the Internal Revenue Code. The plans are qualified and cover employees meeting certain eligibility requirements who are not covered by collective bargaining agreements. The amounts contributed each year are discretionary and are determined annually by management. The Company recognized $ 13 , $ 12 , and $ 11 , in 401(k) expense during the years ended December 31, 2023, 2022, and 2021, respectively. 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. Refer to Note 16 - "Pension" for more information on these plans. Post-retirement benefit plans As part of the Chubb Acquisition, the Company assumed an unfunded post-retirement benefit plan that provides life benefits to certain eligible retirees in Canada. As of December 31, 2023, the benefit obligation was $ 2 . The PBO discount rate was 4.8 % at December 31, 2023. Benefit payments, including amounts to be paid from corporate assets and reflecting expected future service, as appropriate, are expected to be less than $ 1 for 2024 through 2028 and thereafter. 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 $ 19 , $ 15 , and $ 15 in expense for shares distributed to eligible employees during the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023 and 2022, the Company accrued a liability of $ 19 and $ 16 , respectively, which has been recorded as accrued salaries and wages in the consolidated balance sheets for shares of the Company's common stock. The liability accrued as of December 31, 2022 was settled in common stock during the year ended December 31, 2023. Multiemployer pension plans The Company participates in several multiemployer pension plans ("MEPP") that provide retirement benefits to certain union employees in accordance with various collective bargaining agreements ("CBA"). As one of many participating employers in these MEPPs, the Company may be responsible with the other participating employers for any plan underfunding. The Company’s contributions to a particular MEPP are established by the applicable CBAs; however, its required contributions may increase based on the funded status of the MEPP and the legal requirements of the Pension Protection Act of 2006 (the "PPA"), which requires substantially underfunded MEPPs to implement a funding improvement plan ("FIP") or a rehabilitation plan ("RP") to improve their funded status. Factors that could impact the funded status of the MEPP include, without limitation, investment performance, changes in the participant demographics, decline in the number of contributing employers, changes in actuarial assumptions, and the utilization of extended amortization provisions. 88 Table of Contents The Company believes that certain of the MEPPs in which the Company participates may have underfunded vested benefits. Due to uncertainty regarding future factors that could trigger withdrawal liability, as well as the absence of specific information regarding the MEPPs current financial situation, the Company is unable to determine (a) the amount and timing of any future withdrawal liability, if any, and (b) whether the Company’s participation in these MEPPs could have a material adverse impact on the Company’s consolidated financial position, results of operations, or liquidity. The Company did not record any withdrawal liability for the years ended December 31, 2023, 2022, and 2021. The Company’s participation in MEPPs for the year ended December 31, 2023, is outlined in the table below. The EIN/PN column provides the Employer Identification Number ("EIN") and the three-digit plan number ("PN"). The most recent PPA zone status available for 2023, 2022 and 2021 is for the plan year ends, as indicated below. The zone status is based on information that the Company received from the plans and is certified by the plans’ actuaries. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded. The FIP/RP status pending/implemented column indicates plans for which an FIP or an RP either is pending or has been implemented. In addition, the Company may be subject to a surcharge if the Plan is in the red zone. The Surcharge imposed column indicates whether a surcharge has been imposed on contributions to the Plan. The last column lists the expiration date(s) of the collective bargaining agreement(s) to which the plans are subject. Pension Fund EIN/PN Plan Year-End PPA Zone Status (1) FIP/RP Status Pending/ Implement Contributions More Than 5% (2) Surcharge Imposed Expiration Date of CBA December 31 (in millions) 2023 2022 2021 2023 (3) 2022 (3) 2021 (3) National Automatic Sprinkler Industry Pension Fund 52-6054620-001 12/31/2022 Green Green Green No 32 30 26 Yes No 3/31/2025 Twin City Pipe Trades Pension Plan 41-6131800-001 4/30/2023 Green Green Green No 11 10 9 Yes No 4/30/2024 National Electrical Benefit Fund 53-0181657-001 12/31/2022 Green Green Green No 8 8 6 No No 3/31/2025 Boilermaker-Blacksmith National Pension Trust 48-6168020-001 12/31/2022 Green Yellow Yellow No 6 5 6 No No 12/31/2025 Sheet Metal Workers' National Pension Fund 52-6112463-001 12/31/2022 Green Yellow Yellow No 6 6 6 No No 4/30/2025 Heavy And General Laborers Local Unions 472 And 172 Of New Jersey Pension Fund (4) 22-6032103-001 3/31/2022 Green Green Green No 5 5 6 Yes No 2/29/2024 Central Pension Fund Of The IUOE & Participating Employers 36-6052390-001 1/31/2023 Green Green Green No 4 3 3 No No 5/31/2026 United Association National Pension Fund 52-6152779-001 6/30/2022 Green Yellow Yellow No 3 4 4 No No 6/1/2024 Building Trades United Pension Trust Fund Milwaukee And Vicinity 51-6049409-001 5/31/2023 Green Green Green No 2 2 2 No No 5/31/2026 Minnesota Laborers Pension Fund 41-6159599-001 12/31/2022 Green Green Green No 2 2 2 No No 4/30/2026 Twin City Carpenters And Joiners Pension Fund 41-6043137-001 12/31/2022 Green Green Yellow No 2 1 — No No 4/30/2024 Sheet Metal Workers' Local 10 Pension Fund 41-1562581-001 12/31/2022 Green Green Green No 2 3 3 Yes No 4/30/2024 Total other 17 20 22 Total $ 100 $ 99 $ 95 (1) The zone status represents the most recent available information for the respective MEPP, which may be 2022 or earlier for the 2023 year and 2021 or earlier for the 2022 year. (2) This information was obtained from the respective plan’s Form 5500 (Forms) for the most current available filing. These dates may not correspond with the Company’s fiscal year contributions. The above-noted percentages of contributions are based upon disclosures contained in the plans’ Forms. Those Forms, among other things, disclose the names of individual participating employers whose annual contributions account for more than 5% of the aggregate annual amount contributed by all participating employers for a plan year. Accordingly, if the annual contribution of two or more of the Company’s subsidiaries each accounted for less than 5% of such contributions, 89 Table of Contents but in the aggregate accounted for in excess of 5% of such contributions, that greater percentage is not available and accordingly is not disclosed. (3) 2023 , 2022, and 2021 periods represent the years ended December 31, 2023, 2022, and 2021. (4) Subsequent to December 31, 2023, this agreement was renewed until February 2027. The nature and diversity of the Company’s business may result in volatility in the amount of its contributions to a particular MEPP for any given period. That is because, in any given market, the Company could be working on a significant project and/or projects, which could result in an increase in its direct labor force and a corresponding increase in its contributions to the MEPP(s) dictated by the applicable CBA. When that particular project(s) finishes and is not replaced, the number of participants in the MEPP(s) who are employed by the Company would also decrease, as would its level of contributions to the particular MEPP(s). Additionally, the amount of contributions to a particular MEPP could also be affected by the terms of the CBA, which could require, at a particular time, an increase in the contribution rate and/or surcharges. During the year ended December 31, 2023, the Company’s contributions to various MEPP(s) did not significantly increase as a result of acquisitions. NOTE 16. PENSION 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 Company assumed the pension plans as part of the Chubb Acquisition on January 3, 2022. Guidance under FASB ASC Topic 715, Compensation – Retirement Benefits , requires balance sheet recognition of the overfunded or underfunded status of pension and postretirement benefit plans. Under this guidance, actuarial gains and losses, prior service costs or credits, and any remaining transition assets or obligations that have not been recognized under previous accounting standards must be recognized in other comprehensive income (loss), net of tax effects, until they are amortized as a component of net periodic benefit cost. Pension and post-retirement obligation balances and related costs reflected within the consolidated balance sheets include costs directly attributable to plans dedicated to the Company. During 2023, an annuity purchase transaction, commonly known as a “buy-in”, was executed for the two pension plans in the United Kingdom. Under the terms of the insurance contracts, which were issued by a third-party insurance company with no affiliation to the Company, all pension obligations will be funded by the insurer’s annuity payments, but the plans still retain full legal responsibility to pay the benefits to plan participants using the insurance payments. As the plans maintain full legal responsibility, with the insurance contracts being assets of the plans, settlement accounting has not been applied. Given the funded status of the plans, the Company does not expect any future contributions to be required. December 31, 2023 2022 Projected benefit obligation ("PBO") funded status Fair value of plan assets $ 1,650 1,617 Benefit obligations ( 1,588 ) ( 1,262 ) Funded status of plans $ 62 $ 355 90 Table of Contents December 31, 2023 2022 Change in benefit obligation Beginning balance $ 1,262 $ — Acquisition — 2,041 Service cost 4 7 Interest cost 62 32 Plan participants' contributions 1 1 Actuarial loss (gain) 284 ( 531 ) Benefits paid ( 89 ) ( 92 ) Settlements ( 4 ) ( 13 ) Currency impact 68 ( 183 ) Ending balance $ 1,588 $ 1,262 Change in plan assets Beginning balance $ 1,617 $ — Acquisition — 2,615 Employer contributions 4 34 Plan participants' contributions 1 1 Benefits paid ( 89 ) ( 92 ) Actual return on assets 40 ( 687 ) Settlements ( 4 ) ( 13 ) Currency impact 81 ( 241 ) Ending balance $ 1,650 $ 1,617 Supplemental consolidated balance sheets information related to pension is as follows: December 31, 2023 2022 Pension and post-retirement assets $ 111 $ 392 Other accrued liabilities ( 1 ) ( 1 ) Other noncurrent liabilities ( 48 ) ( 36 ) Net amount recognized $ 62 $ 355 Information for pension plans with accumulated benefit obligations in excess of plan assets: December 31, 2023 2022 PBO $ 64 $ 54 Accumulated benefit obligation 53 44 Fair value of plan assets 15 18 91 Table of Contents Information for pension plans with projected benefit obligations in excess of plan assets: December 31, 2023 2022 PBO $ 69 $ 60 Accumulated benefit obligation 58 49 Fair value of plan assets 20 23 The components of the net periodic pension benefit for the defined benefit pension plans are as follows: December 31, 2023 2022 Service cost $ 4 $ 7 Interest cost 62 32 Expected return on plan assets ( 79 ) ( 74 ) Amortization of net loss 4 — Cost of Settlement 1 — Net periodic pension benefit $ ( 8 ) $ ( 35 ) Major assumptions used in determining the benefit obligation and net periodic benefit cost for pension plans are presented in the following table as weighted averages: Year Ended December 31, 2023 2022 Benefit Obligation Net Periodic Benefit Cost Benefit Obligation Net Periodic Benefit Cost Discount rates: PBO 4.0 % 4.9 % 4.9 % 1.9 % Interest cost — % 5.0 % — % 1.7 % Service cost — % 4.6 % — % 2.2 % Salary scale 3.1 % 3.0 % 3.0 % 2.9 % Expected return on plan assets — % 4.9 % — % 3.1 % The discount rate assumptions are developed using a bond yield curve constructed from a population of high-quality, non-callable, corporate bond issues with maturities ranging from six months to nineteen years . A discount rate is estimated for, and is based on, the durations of the underlying plans. The expected long-term rate of return used for the Company’s pension plans is determined in each local jurisdiction and is based on the assets held in that jurisdiction, the expected rate of returns for the type of assets held and any guaranteed rate of return provided by the investment. The other assumptions used to measure the pension obligations, including discount rate, vary by country based on specific local requirements and information. Non-U.S. pension plan assets are typically managed by decentralized fiduciary committees. The disclosure below of asset categories is presented in aggregate for 12 defined benefit plans in 7 countries; however, there is variation in asset allocation policy from country to country. Local regulations, local funding rules, and local financial and tax considerations are part of the funding and investment allocation process in each country. Each plan has its own strategic asset allocation. The asset allocations are reviewed periodically and rebalanced when necessary. The Company has no significant concentration of risk in the assets of its pension plans, other than the insurance contract assets, which are held with a single insurance company and subject to the insurance company’s ability to meet its payment obligations under the contracts. 92 Table of Contents The allocation of the pension plan assets are presented in the following table as weighted averages: Year Ended December 31, 2023 2022 Target Asset Allocation Percentage Percentage of Plan Assets Target Asset Allocation Percentage Percentage of Plan Assets Equity securities 3.8 % 3.7 % 3.8 % 3.8 % Debt securities 4.4 % 4.5 % 82.2 % 76.1 % Real estate 0.6 % 0.6 % 0.6 % 0.8 % Other 1 91.2 % 91.2 % 13.4 % 19.3 % Total 100.0 % 100.0 % 100.0 % 100.0 % (1) Other includes insurance contracts. 93 Table of Contents The fair values of the pension plan assets by asset category are as follows: Asset Category Quoted Prices in Active Markets for Identical Assets Level 1 Significant Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Not Subject to Leveling 1 Total Equities: Global equity funds $ — $ 79 $ — $ — $ 79 Insurance contracts — — 1,383 — 1,383 Fixed income securities: Governments — 93 — — 93 Corporate bonds — 4 — — 4 Global fixed income at net asset value — 63 — — 63 Real Estate — 1 — — 1 Other 2 — — — 8 8 Cash & cash equivalents 3 19 — — — 19 Subtotal $ 19 $ 240 $ 1,383 $ 8 $ 1,650 Other assets & liabilities 4 — Total at December 31, 2023 $ 1,650 Asset Category Quoted Prices in Active Markets for Identical Assets Level 1 Significant Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Not Subject to Leveling 1 Total Equities: Global equity funds $ — $ 326 $ — $ 12 $ 338 Fixed income securities: Governments — 762 — — 762 Corporate bonds — 415 — — 415 Global fixed income at net asset value — 50 — — 50 Real estate 5 — 11 — — 11 Other 2 — 1 — 4 5 Cash & cash equivalents 3 16 20 — — 36 Subtotal $ 16 $ 1,585 $ — $ 16 $ 1,617 Other assets & liabilities 4 — Total at December 31, 2022 $ 1,617 (1) In accordance with ASU 2015-07, Fair Value Measurement (Topic 820), certain investments that are measured at fair value using net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented for the total pension assets. (2) Represents various contracts and global risk balanced commingled funds consisting mainly of equity, bonds, and some commodities. (3) Represents short-term commercial paper, bonds, and other cash or cash-like investments. (4) Represents trust receivables and payables that are not leveled. (5) Represents investments in real estate, including commingled funds and directly held properties. 94 Table of Contents The insurance contracts were initially valued by taking the initial purchase price for the buy-in contract and using this to assess an assumed pricing basis. This pricing basis is then adjusted over time to reflect broad changes in insurers’ pricing methodologies under different prevailing market conditions, using third party actuarial guidance as to typical insurer pricing based on similar transactions. The table below presents a reconciliation of the fair value of the Company’s pension assets that use significant unobservable inputs (Level 3): Year Ended December 31, 2023 Balance at the beginning of the year $ — Purchase of insurance contracts 1,422 Return on assets ( 27 ) Payments from insurance policy ( 12 ) Balance at the end of the year $ 1,383 Derivatives in the plan are primarily used to manage risk and gain asset class exposure while still maintaining liquidity. Derivative instruments mainly consist of equity futures, interest rate futures, interest rate swaps, and currency forward contracts. The plans review assets at least quarterly to ensure they are within the targeted asset allocation ranges and, if necessary, asset balances are adjusted back within target allocations. The plans generally employ a broadly diversified investment manager structure that includes diversification by active and passive management, style, capitalization, country, sector, industry, and number of investment managers. Quoted market prices are used to value investments when available. Investments in securities traded on exchanges, including listed futures and options, are valued at the last reported sale prices on the last business day of the year or, if not available, the last reported bid prices. Fixed income securities are primarily measured using a market approach pricing methodology, where observable prices are obtained by market transactions involving identical or comparable securities of issuers with similar credit ratings. Over-the-counter securities and government obligations are valued at the bid prices or the average of the bid and ask prices on the last business day of the year from published sources or, if not available, from other sources considered reliable, generally broker quotes. Temporary cash investments are stated at cost, which approximates fair value. The Company made total contributions of approximately $ 4 to the global defined benefit pension plans in 2023. Contributions do not reflect benefits to be paid directly from corporate assets. The Company estimates contributions to be made to its pension plans will approximate $ 7 in 2024. Benefit payments, including amounts to be paid from the plans and corporate assets, and reflecting expected future service, as appropriate, are expected to be paid as follows: $ 98 in 2024, $ 98 in 2025, $ 98 in 2026, $ 102 in 2027, $ 105 in 2028, and $ 508 from 2029 through 2032. NOTE 17. RELATED-PARTY TRANSACTIONS The Company incurred advisory fees of $ 4 during both the years ended December 31, 2023 and 2022, 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 were declared as of December 31, 2023 and December 31, 2021 settled in 7,944,104 shares and 7,539,697 shares issued during January 2024 and January 2022, 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 year-ended December 31, 2023, the Company declared dividends of 95 Table of Contents 421,364 shares of common stock on the Series B Preferred Stock held by Viking Purchasers, with 337,103 shares issued in 2023, and 84,261 shares issued in January 2024. In 2022, the Company declared dividends of 632,379 shares of common stock on the Series B Preferred Stock held by the Viking Purchasers, with 486,234 shares issued in 2022, and 146,145 shares issued in January 2023. The Company has entered into sales contracts with Royal Oak Enterprises, an entity controlled by the co-chair of the Company's Board of Directors, and recorded $ 3 in net revenues for the year ended December 31, 2023. From time to time, the Company also enters into other immaterial related-party transactions. NOTE 18. 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 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 reassess 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 was $ 17 and $ 16 , and was included in other noncurrent liabilities as of December 31, 2023 and 2022, respectively. NOTE 19. SHAREHOLDERS' EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK Shareholders' equity Series A Preferred Stock The Company has 4,000,000 shares of Series A Preferred Stock issued and outstanding as of December 31, 2023 ("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 the last day of 2026. The holders of the Series A Preferred Stock are entitled to receive an annual dividend in the form of common shares or cash, at the Company’s sole option (for which the Company settled in shares subsequent to year end) based on the increase in the market price of the Company’s common stock (the "Annual Dividend Amount"). The Annual Dividend Amount is equal to 20 % of the increase in the volume-weighted average market price per share of the Company’s common shares for the last ten trading days of the calendar year, multiplied by 141,194,638 shares. As of December 31, 2023, an annual dividend was calculated based on the appreciation of the Company’s share price of $ 33.9465 over the highest price previously used in calculating the Annual Dividend Amount of $ 24.3968 . The annual dividend declared as of December 31, 2023 was settled in shares and the Company issued 7,944,104 common shares to the holders of the Series A Preferred Stock in January 2024. As of December 31, 2022, an annual dividend was not declared as the volume-weighted average market price per share of the Company's common shares for the last ten trading days of the calendar year was not above the highest previously used dividend price of $ 24.3968 . The holders of Series A Preferred Stock are also entitled to participate in any dividends on the common shares on an if-converted basis. In addition, if the Company pays a dividend on its common shares, the Series A Preferred Stock holders will also receive an amount equal to 20 % of the dividend which would be distributable on 141,194,638 of common shares. All such dividends on the Series A Preferred Stock will be paid at the same time as the dividends on the common shares. Dividends are paid for the term the Series A Preferred Stock is outstanding. Each share of Series A Preferred Stock is convertible into one common share at the option of the holder until conversion. If there is more than one holder of Series A Preferred Stock, a holder of Series A Preferred Stock may exercise its rights independently of any other holder of Series A Preferred Stock. 96 Table of Contents Stock repurchases The Company is authorized to purchase up to an aggregate of $ 250 of shares of the Company’s common stock pursuant to the stock repurchase program ("SRP"), which will expire on February 29, 2024 unless otherwise modified or terminated by the Company's Board of Directors. The SRP authorizes open market, private, and accelerated transactions. During the twelve months ended December 31, 2023 and 2022, the Company repurchased 1,626,493 and 2,505,723 shares of common stock for approximately $ 41 and $ 44 , respectively. As of December 31, 2023, the Company had approximately $ 165 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. The holders of the Series B Preferred Stock are entitled to dividends at the rate of 5.5 % per annum, payable in cash or the Company’s common stock, at the Company's election. The Series B Preferred Stock ranks senior to the Company's common stock and Series A Preferred Stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Company. The Series B Preferred Stock is classified as redeemable convertible preferred stock on the consolidated balance sheets due to a provision that a change in control or de-listing of the Company could require the Company to redeem the Series B Preferred Stock for cash at the election of the holder. The Series B Preferred Stock is convertible, at the holder’s option, into shares of the Company’s common stock at a conversion price equal to $ 24.60 per share, subject to certain customary adjustments. The holders of Series B Preferred Stock have certain other rights including voting rights on an as-converted basis, certain pre-emptive rights on private equity offerings by the Company, certain registration rights, and, in the case of certain holders, certain director designation rights, as provided in the certificate of designation governing the Series B Preferred Stock. The Company may, at its option, effect conversion of the outstanding shares of Series B Preferred Stock to common stock, but only if the volume-weighted average price of the Company's common stock exceeds $ 36.90 per share for 15 consecutive trading days. Dividends The holders of Series B Preferred Stock are entitled to receive cumulative dividends at a rate of 5.5 % as and when declared by the Board of Directors, prior and in preference to any declaration or payment of any dividend on the Company's common stock and Series A Preferred Stock. Series B Preferred Stock dividends are cumulative and accrued quarterly, in cash or in common stock, based on an annual 5.5 % dividend rate. The Company declared and issued Series B Preferred Stock dividends of $ 33 or 1,348,420 shares of common stock and $ 33 or 1,944,939 shares of common stock during the years ended December 31, 2023 and 2022, respectively. The Company declared a Series B Preferred Stock dividend of $ 11 or 337,044 shares of common stock in December 2023 and $ 11 or 584,584 shares of common stock in December 2022 and issued the shares in January 2024 and January 2023, respectively. If regular dividends are to be paid in shares of common stock, then each holder shall be entitled to receive such number of whole shares of common stock as is determined by dividing the pro rata amount of regular dividends to which a holder is entitled by the average price per share of common stock over the dividend determination period from dividend notice until the payment date. NOTE 20. SHARE-BASED COMPENSATION The Company maintains a 2019 Equity Incentive Plan (the “2019 Plan”), which allows for grants of share-based awards. At December 31, 2023, there were 12,625,337 share-based awards collectively available for grant under the 2019 Plan. The 2019 Plan generally provides for awards to vest no earlier than one year from the date of grant, although most awards entitle the recipient to common shares if specified market or performance conditions are achieved, if applicable, and vest over a minimum of three years . The share-based awards granted to employees include stock options and restricted stock units, as follows: 97 Table of Contents Stock Options In 2017 upon its initial public offering, the Company issued 162,500 nonqualified stock options to independent, non-executive directors at exercise price of $ 11.50 per share with contractual terms of five years from the date of the acquisition of APi Group (the "APi Acquisition"), October 1, 2019. These stock options were performance based and vested on the consummation of the APi Acquisition. The Company has not granted stock options since 2017. The following table summarizes the changes in the number of common shares underlying options for 2023 (shares in whole numbers and per share values in whole dollars): Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2021 162,500 $ 11.50 2.8 1.0 Exercised ( 37,500 ) 11.50 Outstanding at December 31, 2022 125,000 $ 11.50 1.8 1.0 Exercised — — Outstanding at December 31, 2023 125,000 $ 11.50 0.8 3.0 Exercisable at December 31, 2023 125,000 $ 11.50 0.8 3.0 Restricted Stock Units The Company has issued Time-Based Restricted Stock Units ("RSUs"), Performance-Based Restricted Stock Units with EBITDA-based performance conditions (“PSUs”), and Performance-Based Restricted Stock Units with share-price targets ("MSUs"), which are independent of stock option grants and all generally subject to forfeiture if employment terminates prior to vesting. Forfeitures are estimated and recorded using historical forfeiture rates. During the year ended December 31, 2023, the Company has outstanding RSUs, PSUs, and MSUs, detailed below (shares in whole numbers and per share values in whole dollars). Time-Based Restricted Stock Units The RSUs entitle recipients to shares of the Company’s common stock and primarily vest in equal installments over a three-year service period from date of grant. The time-based RSUs granted to the Company’s directors vest at the end of the anniversary date of their grant date. Time-Based Restricted Stock Units Weighted-Average Grant Date Fair Value Per Share Weighted-Average Remaining Contractual Term (in Years) Outstanding at December 31, 2021 761,126 $ 13.23 1.2 Granted 509,748 19.41 Vested ( 466,235 ) 12.48 Forfeited ( 77,006 ) 14.11 Outstanding at December 31, 2022 727,633 $ 17.95 0.9 Granted 631,227 23.60 Vested ( 387,942 ) 16.16 Forfeited ( 66,574 ) 23.12 Outstanding at December 31, 2023 904,344 $ 22.28 1.0 Expected to vest at December 31, 2023 870,579 $ 22.25 1.0 98 Table of Contents EBITDA Performance-Based Restricted Stock Units The PSUs entitle recipients to shares of the Company's common stock if specified performance conditions are achieved. During the year ended December 31, 2023, the Company approved and granted PSUs with EBITDA-based financial performance conditions. PSUs vest, if at all, following a three-year performance period. If the performance conditions are not met, no compensation cost is recognized and any recognized compensation cost is reversed. Performance- Based Restricted Stock Units Weighted-Average Grant Date Fair Value Per Share Weighted-Average Remaining Contractual Term (in Years) Outstanding at December 31, 2021 552,329 19.12 2.0 Granted 542,223 20.77 Forfeited ( 102,293 ) 19.50 Change in units based on performance expectations ( 133,902 ) 19.50 Outstanding at December 31, 2022 858,357 20.06 1.5 Granted 573,070 23.42 Forfeited ( 139,275 ) 20.97 Change in units based on performance expectations 359,868 20.97 Outstanding at December 31, 2023 1,652,020 $ 21.35 1.0 Expected to vest at December 31, 2023 1,588,512 $ 21.28 1.0 Market-Based Performance Restricted Stock Units The MSUs entitle the recipient to shares of the Company's common stock if specified market conditions are achieved. During 2022, the Company approved and granted MSUs with certain share-price targets. The MSUs will vest 100 % on March 9, 2025, the third anniversary of the grant date, as the performance condition was satisfied during the year ended December 31, 2023. Market-Based Performance Restricted Stock Units Weighted-Average Grant Date Fair Value Per Share Weighted-Average Remaining Contractual Term (in Years) Outstanding at December 31, 2021 — $ — Granted 444,926 16.31 Forfeited ( 6,746 ) 2.51 Outstanding at December 31, 2022 438,180 $ 16.19 2.2 Forfeited ( 24,819 ) 1.76 Outstanding at December 31, 2023 413,361 $ 17.06 1.2 Expected to vest at December 31, 2023 362,051 $ 17.06 1.2 For awards subject to a market condition, the grant-date fair value is estimated using a Monte Carlo valuation model. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not, and stock-based compensation expense for any such awards is not reversed if vesting does not actually occur. The Monte Carlo model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Expected volatility is calculated based on the historical volatility and implied volatility of the Company's common stock, and the risk-free 99 Table of Contents interest rate is based on U.S. Treasury yield curve rates with maturities consistent with the three-year vesting period. The key assumptions used in valuing these market-based awards were as follows: Risk-free interest rate 1.85 % Dividend yield — Expected volatility 45 % The Company recognized $ 24 and $ 14 of compensation expense during the years ended December 31, 2023 and 2022, respectively, for the RSUs, PSUs, and MSUs in total. Total unrecognized compensation related to unvested RSUs, PSUs, and MSUs as of December 31, 2023 was approximately $ 16 , which is expected to be recognized over a weighted average period of approximately 1.0 year, 1.0 year, and 1.2 years, respectively. The Company's actual tax benefits realized from the tax deductions related to the vesting of RSUs was $ 1 during both the years ended December 31, 2023 and 2022. NOTE 21. EARNINGS (LOSS) 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 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, RSUs, PSUs and MSUs 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, RSUs, PSUs, MSUs, and stock options are anti-dilutive. (amounts in millions, except share and per share amounts): 100 Table of Contents For the Years Ended December 31, 2023 2022 Basic earnings (loss) per common share: Net income $ 153 $ 73 Less income allocable to Series A Preferred Stock — ( 3 ) Less stock dividend attributable to Series A Preferred Stock ( 270 ) — Less income allocable to Series B Preferred Stock — ( 3 ) Less stock dividend attributable to Series B Preferred Stock ( 44 ) ( 44 ) Net (loss) income attributable to common shareholders $ ( 161 ) $ 23 Weighted average shares outstanding - basic 235,136,849 233,201,569 (Loss) income per common share - basic $ ( 0.68 ) $ 0.10 Diluted earnings (loss) per common share: Net income $ 153 $ 73 Less income allocable to Series A Preferred Stock — ( 3 ) Less stock dividend attributable to Series A Preferred Stock ( 270 ) — Less stock dividend attributable to Series B Preferred Stock ( 44 ) ( 44 ) Net (loss) income attributable to common shareholders - diluted $ ( 161 ) $ 26 Weighted average shares outstanding - diluted 235,136,849 233,201,569 Dilutive securities: (1) RSUs, warrants, and stock options — 359,178 Shares issuable upon conversion of Series B Preferred Shares — 32,520,000 Weighted average shares outstanding - diluted 235,136,849 266,080,747 (Loss) income per common share - diluted $ ( 0.68 ) $ 0.10 (1) The following items were excluded from the calculation of diluted shares as their inclusion would be anti-dilutive: a. For the years ended December 31, 2023 and 2022, 4,000,000 shares of Series A Preferred Stock, which are convertible to the same number of common shares. b. For the year ended December 31, 2023, 800,000 shares of Series B Preferred Stock which are convertible to 32,520,000 shares of common stock. c. For the year ended December 31, 2023, 125,000 stock options to purchase the same number of common shares. d. For the year ended December 31, 2023, 7,944,104 common share equivalents, which represent the dividend that the Series A Preferred Stock holders are entitled to receive. (See additional description in Note 19 - "Shareholders' Equity and Redeemable Convertible Preferred Stock") e. For the year ended December 31, 2023, 904,344 RSUs, 1,652,020 PSUs, and 413,361 MSUs. NOTE 22. SEGMENT INFORMATION The Company manages its operations under two operating segments which represent the Company’s two reportable segments: Safety Services and Specialty Services. This structure is generally focused on various businesses related to contracting services and maintenance of industrial and commercial facilities. Both reportable segments derive their revenues from installation, inspection, maintenance, service and repair, retrofitting and upgrading, engineering and design, distribution, fabrication and various types of other services in over 20 countries. The Safety Services segment focuses on end-to-end integrated occupancy systems (fire protection services, HVAC, and entry systems), 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. 101 Table of Contents 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. 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. The accounting policies of the reportable segments are the same as those described in Note 2 – “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. Corporate results include amounts related to corporate functions such as administrative costs, professional fees, acquisition-related transaction costs (exclusive of acquisition integration costs, which are included within the segment results of the acquired businesses), and other discrete items. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is the measure of profitability used by management to manage its segments and, accordingly, in its segment reporting. As appropriate, the Company supplements the reporting of consolidated financial information determined in accordance with U.S. GAAP with certain non-U.S. GAAP financial measures, including EBITDA. The Company believes these non-U.S. GAAP measures provide meaningful information and help investors understand the Company’s financial results and assess its prospects for future performance. The Company uses EBITDA 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. Segment EBITDA is calculated in a manner consistent with consolidated 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 consolidated operating income (loss) to EBITDA: For the Year Ended December 31, 2023 Safety Services Specialty Services Corporate and Eliminations Consolidated Net revenues $ 4,871 $ 2,079 $ ( 22 ) $ 6,928 EBITDA Reconciliation Operating income (loss) $ 396 $ 108 $ ( 145 ) $ 359 Plus: Investment income and other, net 3 9 1 13 Non-service pension benefit 12 — — 12 Loss on extinguishment of debt, net — — ( 7 ) ( 7 ) Depreciation 27 49 3 79 Amortization 169 51 4 224 EBITDA $ 607 $ 217 $ ( 144 ) $ 680 Total assets $ 5,795 $ 1,214 $ 581 $ 7,590 Capital expenditures 25 48 13 86 102 Table of Contents For the Year Ended December 31, 2022 Safety Services Specialty Services Corporate and Eliminations Consolidated Net revenues $ 4,575 $ 2,030 $ ( 47 ) $ 6,558 EBITDA Reconciliation Operating income (loss) $ 256 $ 97 $ ( 191 ) $ 162 Plus: Investment income and other, net 1 7 1 9 Non-service pension benefit 42 — — 42 Gain on extinguishment of debt, net — — 5 5 Depreciation 26 46 5 77 Amortization 167 56 4 227 EBITDA $ 492 $ 206 $ ( 176 ) $ 522 Total assets $ 6,029 $ 1,281 $ 781 $ 8,091 Capital expenditures 25 49 5 79 For the Year Ended December 31, 2021 Safety Services Specialty Services Corporate and Eliminations Consolidated Net revenues $ 2,080 $ 1,907 $ ( 47 ) $ 3,940 EBITDA Reconciliation Operating income (loss) $ 207 $ 78 $ ( 149 ) $ 136 Plus: Investment income and other, net 6 9 ( 3 ) 12 Loss on extinguishment of debt, net — — ( 9 ) ( 9 ) Depreciation 8 61 6 75 Amortization 66 57 4 127 EBITDA $ 287 $ 205 $ ( 151 ) $ 341 Total assets $ 2,170 $ 1,299 $ 1,690 $ 5,159 Capital expenditures 6 48 1 55 NOTE 23. SUBSEQUENT EVENTS On February 28, 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 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 repurchase price was financed by (i) an incremental term facility of $ 300 funded exclusively by Blackstone in the amount of $ 225 and Viking in the amount of $ 75 and (ii) cash and available credit from the balance sheet. 103 Table of Contents As a result of the consummation of the transactions, all dividends and distributions have ceased to accrue on the Series B Preferred Stock, which have been converted and cancelled, the repurchased Conversion Shares are no longer deemed to be outstanding, and all rights of Blackstone and Viking with respect to the Series B Preferred Stock and the repurchased Conversion Shares have been terminated. David S. Blitzer resigned as a Director of the Company immediately prior to the execution of the Conversion and Repurchase Agreement related to the Series B Preferred Shares. 104 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.