What changed in this filing

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Item 1. Financial Statements

2024-10-31 compared with 2024-08-01 · 186 added, 149 removed, 915 unchanged (27% of the section changed)

3 unchanged sentences

(In millions, except share and per share data)

September 30,

2024 December 31,

1 unchanged sentence

Cash and cash equivalents $ 487 $ 479

Accounts receivable, net of allowances of $ 6 and $ 5 at June 30, 2024 and December 31, 2023, respectively

Accounts receivable, net of allowances of $ 4 and $ 5 at September 30, 2024 and December 31, 2023, respectively

Inventories 155 150

28 unchanged sentences

Commitments and contingencies (Note 14)

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

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

Shareholders’ equity:

1 unchanged sentence

7,000,000 authorized shares;

4,000,000 shares issued and outstanding at June 30, 2024 and December 31, 2023

4,000,000 shares issued and outstanding at September 30, 2024 and December 31, 2023

Common stock;

$ 0.0001 par value, 500,000,000 authorized shares, 274,319,653 shares and 235,575,316 shares issued at June 30, 2024 and December 31, 2023, respectively (excluding 8,281,148 shares declared for stock dividend at December 31, 2023)

$ 0.0001 par value, 500,000,000 authorized shares, 274,761,552 shares and 235,575,316 shares issued at September 30, 2024 and December 31, 2023, respectively (excluding 8,281,148 shares declared for stock dividend at December 31, 2023)

Additional paid-in capital 3,300 2,572

7 unchanged sentences

(In millions, except per share amounts)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

23 unchanged sentences

APi Group Corporation

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(In millions)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Net income $ 69 $ 54 $ 183 $ 128

Other comprehensive income:

Fair value change - derivatives, net of tax expense of $( 1 ), $( 5 ), $( 6 ), and $( 2 ), respectively

Other comprehensive income (loss):

Fair value change - derivatives, net of tax benefit (expense) of $ 7 , $ — , $ 1 , and $( 2 ), respectively

( 22 ) 1 ( 5 ) 7

Foreign currency translation adjustment 69 ( 63 ) 26 ( 22 )

Comprehensive income $ 72 $ 90 $ 88 $ 121

Comprehensive income (loss) $ 116 $ ( 8 ) $ 204 $ 113

See notes to condensed consolidated financial statements.

28 unchanged sentences

Balance, June 30, 2024 4,000,000 $ — 274,319,653 $ — $ 3,280 $ 79 $ ( 524 ) $ 2,835

Net income — — — — — 69 — 69

Fair value change - derivatives — — — — — — ( 22 ) ( 22 )

Foreign currency translation adjustment — — — — — — 69 69

Gain on dedesignated derivatives amortized from AOCI into income — — — — — — ( 4 ) ( 4 )

Share-based compensation and other, net — — 441,899 — 20 — — 20

Balance, September 30, 2024 4,000,000 $ — 274,761,552 $ — $ 3,300 $ 148 $ ( 481 ) $ 2,967

Preferred Stock Issued

24 unchanged sentences

Balance, June 30, 2023 4,000,000 $ — 235,270,405 $ — $ 2,565 $ ( 90 ) $ ( 228 ) $ 2,247

Net income — — — — — 54 — 54

Fair value change - derivatives — — — — — — 1 1

Foreign currency translation adjustment — — — — — — ( 63 ) ( 63 )

Gain on dedesignated derivatives amortized from AOCI into income — — — — — — ( 4 ) ( 4 )

Share repurchases — — ( 656,489 ) — ( 18 ) — — ( 18 )

Share-based compensation and other, net — — 532,119 — 15 — — 15

Balance, September 30, 2023 4,000,000 $ — 235,146,035 $ — $ 2,562 $ ( 36 ) $ ( 294 ) $ 2,232

See notes to condensed consolidated financial statements.

2 unchanged sentences

(In millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

37 unchanged sentences

Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash 4 ( 1 )

Net decrease in cash, cash equivalents, and restricted cash ( 154 ) ( 237 )

Net increase (decrease) in cash, cash equivalents, and restricted cash 9 ( 145 )

Cash, cash equivalents, and restricted cash, beginning of period 480 607

12 unchanged sentences

Nature of business

APi Group Corporation (the “Company” or “APG”) is a global, market-leading business services provider of life safety, security and specialty services with a substantial recurring revenue base and over 500 locations worldwide.

APi Group Corporation (the “Company” or “APG”) is a global, market-leading business services provider of fire and life safety, security, elevator and escalator, and specialty services with a substantial recurring revenue base and over 500 locations worldwide.

Principles of consolidation

14 unchanged sentences

The Company holds investments in joint ventures, the majority of which are accounted for under the equity method of accounting as the Company does not exercise control over the joint ventures.

The Company exercises control over one joint venture that is consolidated into the Company's financial statements and the results for that joint venture for the three and six months ended June 30, 2024 were immaterial.

The Company’s share of earnings from the non-consolidated joint ventures was $ 2 and $ 2 during the three months ended June 30, 2024 and 2023, respectively, and $ 4 and $ 4 during the six months ended June 30, 2024 and 2023, respectively.

The Company exercises control over one joint venture that is consolidated into the Company's financial statements and the results for that joint venture for the three and nine months ended September 30, 2024 were immaterial.

The Company’s share of earnings from the non-consolidated joint ventures was $ 2 and $ 1 during the three months ended September 30, 2024 and 2023, respectively, and $ 6 and $ 5 during the nine months ended September 30, 2024 and 2023, respectively.

The earnings are recorded within investment expense (income) and other, net in the condensed consolidated statements of operations.

The investment balances were $ 6 and $ 4 as of June 30, 2024 and December 31, 2023, respectively, and are recorded within other assets in the condensed consolidated balance sheets.

The investment balances were $ 6 and $ 4 as of September 30, 2024 and December 31, 2023, respectively, and are recorded within other assets in the condensed consolidated balance sheets.

RECENT ACCOUNTING PRONOUNCEMENTS

1 unchanged sentence

In March 2024, the SEC adopted final rules on the enhancement and standardization of climate-related disclosures, which requires disclosure of material climate-related risks, material Scope 1 and Scope 2 greenhouse gas emissions, and other matters.

As it pertains to the financial statements, subject to certain materiality thresholds, the final rules require the financial statement footnotes to include certain disclosures regarding the amounts of expenses (or capitalized costs) incurred that relate to severe weather events and other natural conditions, as well as other disclosures regarding the material impact on financial estimates and assumptions of severe weather events and other natural conditions or disclosed targets or transition plans, and

amounts related to carbon offsets and renewable energy credits.

estimates and assumptions of severe weather events and other natural conditions or disclosed targets or transition plans, and amounts related to carbon offsets and renewable energy credits.

The disclosures will be required at the earliest in the annual financial statements for the year ended December 31, 2025, subject to legal challenges and the SEC's voluntary stay of the disclosure requirements.

10 unchanged sentences

Goodwill is attributable to the workforce of the acquired businesses, the complementary strategic fit and resulting synergies these businesses bring to existing operations, and the opportunities in new markets expected to be achieved from the expanded platform.

2024 Acquisitions

Elevated acquisition

On June 3, 2024, the Company completed its acquisition of 100 % of the equity interests of Elevated Facility Services Group ("Elevated").

23 unchanged sentences

Based on preliminary estimates, the total amount of goodwill from the Elevated acquisition expected to be deductible for tax purposes is $ 19 .

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

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

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

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

The results of operations of these acquisitions are included in the Company’s condensed consolidated statements of operations from their respective dates of acquisition and were not material.

Other 2024 acquisitions

During the three months ended September 30, 2024, the Company completed an acquisition included within the Safety Services segment ("Acquisition A24").

The results of the A24 business are reported within the Company's Safety Services segment.

Consideration for Acquisition A24 included cash paid at closing of $ 24 and accrued consideration of $ 9 .

During the nine months ended September 30, 2024, the Company completed seven individually immaterial acquisitions for aggregate consideration transferred of $ 68 , made up of cash paid at closing of $ 56 and accrued consideration of $ 12 .

The company has not finalized its accounting for acquisitions completed during 2024, and will make appropriate adjustments to the purchase price allocation prior to completion of the measurement periods, as required.

Based on preliminary estimates, the total amount of goodwill from acquisitions expected to be deductible for tax purposes is $ 44 .

The results of operations of these acquisitions are included in the Company’s condensed consolidated statements of operations from their respective dates of acquisition and were not material.

Acquisition A24 Other 2024 acquisitions

Cash paid at closing $ 24 $ 56

1 unchanged sentence

Total consideration $ 33 $ 68

Cash and cash equivalents $ 6 $ —

Accounts receivable 15 1

Other current assets 3 —

Property and equipment 2 3

Intangible assets 8 29

Goodwill 9 37

Accounts payable ( 2 ) —

Other accrued liabilities ( 3 ) —

Contract liabilities ( 5 ) ( 2 )

8 unchanged sentences

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

The results of operations of these acquisitions are included in the Company’s condensed consolidated statements of operations from their respective dates of acquisition and were not material.

The Company has not finalized its accounting for Acquisition B23 and four of the individually immaterial acquisitions completed during 2023 and will make appropriate adjustments to the purchase price allocation prior to completion of the measurement periods, as required.

The results of operations of these acquisitions are included in the Company’s condensed consolidated statements of operations from their respective dates of acquisition.

The Company has not finalized its accounting for Acquisition B23 and one of the individually immaterial acquisitions completed during 2023 and will make appropriate adjustments to the purchase price allocation prior to completion of the measurement periods, as required.

Based on preliminary estimates, the total amount of goodwill from acquisitions expected to be deductible for tax purposes is $ 47 .

15 unchanged sentences

Net assets acquired $ 38 $ 32 $ 24

For the three months ended June 30, 2024, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months was $ 31 and $ 1 , respectively.

For the six months ended June 30, 2024, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months was $ 46 and $ 4 , respectively.

For the three months ended September 30, 2024, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months was $ 64 and $ 5 , respectively.

For the nine months ended September 30, 2024, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months was $ 96 and $ 6 , respectively.

Accrued consideration

2 unchanged sentences

Contingent compensation arrangements are typically contingent on the former owner’s future employment with the Company and the related amounts are recognized over the required employment period, which is typically 1 to 4 years.

Contingent consideration arrangements are not contingent on employment and are included as part of purchase consideration at the time of the initial acquisition and are paid over a 1 to 4 years period.

The liability for deferred payments is recognized at the date of acquisition based on the Company’s best estimate and is typically payable over a 1 to 4 years period.

The liability for deferred payments is recognized at the date of acquisition based on the Company’s best estimate and is typically payable over a period of 1 to 4 years.

Deferred payments are not contingent on any future performance or employment obligations and can be offset for working capital true-ups, and representations and warranty items.

The total contingent compensation arrangement liability was $ 7 and $ 9 as of June 30, 2024 and December 31, 2023, respectively.

The maximum payout of these arrangements upon completion of the future performance periods was $ 9 and $ 15 , inclusive of the $ 7 and $ 9 , accrued as of June 30, 2024 and December 31, 2023, respectively.

The total contingent compensation arrangement liability was $ 3 and $ 9 as of September 30, 2024 and December 31, 2023, respectively.

The maximum payout of these arrangements upon completion of the future performance periods was $ 4 and $ 15 , inclusive of the $ 3 and $ 9 , accrued as of September 30, 2024 and December 31, 2023, respectively.

The contingent compensation liability is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented.

3 unchanged sentences

For additional considerations regarding the fair value of the Company's contingent consideration liabilities, see Note 7 - "Fair Value of Financial Instruments."

The total liability for deferred payments was $ 29 and $ 17 as of June 30, 2024 and December 31, 2023, respectively, and is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented.

The total liability for deferred payments was $ 31 and $ 17 as of September 30, 2024 and December 31, 2023, respectively, and is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented.

RESTRUCTURING

1 unchanged sentence

The Chubb restructuring program includes expenses related to workforce reductions, lease termination costs, and other facility rationalization costs through fiscal year 2025.

During the six months ended June 30, 2024, the Company incurred pre-tax restructuring costs within the Safety Services segment of $ 5 in connection with the Chubb restructuring program.

During the nine months ended September 30, 2024, the Company incurred pre-tax restructuring costs within the Safety Services segment of $ 5 in connection with the Chubb restructuring program.

Since the Chubb acquisition, the Company has incurred aggregate restructuring costs of $ 73 .

As of June 30, 2024, the Company had $ 22 in restructuring liabilities recorded in other accrued liabilities on the condensed consolidated balance sheets for this plan.

In addition, the Company has incurred $ 8 of related costs which include lease impairment charges, asset write-downs, and consulting fees.

As of September 30, 2024, the Company had $ 18 in restructuring liabilities recorded in other accrued liabilities on the condensed consolidated balance sheets for this plan.

In addition, the Company has incurred $ 12 of related costs during the nine months ended September 30, 2024, 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.

1 unchanged sentence

Program related costs include costs incurred as a direct result of the restructuring program such as consulting fees and facility relocation costs.

The following table summarizes the Company's restructuring liabilities for the six months ended June 30, 2024 and 2023:

The following table summarizes the Company's restructuring liabilities for the nine months ended September 30, 2024 and 2023:

December 31, 2023 $ 32

Payments ( 19 )

Currency translation adjustment ( 1 )

June 30, 2024 $ 22

In addition to the costs noted above, the Company incurred asset write-down costs of $ 1 for the three and six months ended June 30, 2024.

The Company also incurred program related costs of $ 3 and $ 7 for the three and six months ended June 30, 2024, respectively.

September 30, 2024 $ 18

In addition to the costs noted above, the Company incurred asset write-down costs of $ 0 and $ 1 for the three and nine months ended September 30, 2024, respectively.

The Company also incurred program related costs of $ 4 and $ 11 for the three and nine months ended September 30, 2024, respectively.

December 31, 2022 $ 22

Payments ( 18 )

Reversals ( 1 )

Currency translation adjustment ( 1 )

June 30, 2023 $ 15

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

September 30, 2023 $ 23

Additionally, during the nine months ended September 30, 2023, the Company incurred $ 4 of asset write-down costs, related to the abandonment of leases.

The Company also incurred program related costs of $ 1 for the nine months ended September 30, 2023.

Contracts with customers

4 unchanged sentences

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.

following tables provide disclosure of disaggregated net revenues by segment for the three and six months ended June 30, 2024, and 2023.

The following tables provide disclosure of disaggregated net revenues by segment for the three and nine months ended September 30, 2024 and 2023.

Disaggregated net revenues information is as follows:

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Services Specialty

7 unchanged sentences

Net revenues $ 1,335 $ 493 $ 1,826

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Services Specialty

7 unchanged sentences

Net revenues $ 1,217 $ 569 $ 1,784

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Services Specialty

7 unchanged sentences

Net revenues $ 3,828 $ 1,335 $ 5,157

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Services Specialty

7 unchanged sentences

Net revenues $ 3,633 $ 1,554 $ 5,169

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Services Specialty

5 unchanged sentences

Net revenues $ 1,335 $ 493 $ ( 2 ) $ 1,826

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Services Specialty

5 unchanged sentences

Net revenues $ 1,217 $ 569 $ ( 2 ) $ 1,784

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Services Specialty

5 unchanged sentences

Net revenues $ 3,828 $ 1,335 $ ( 6 ) $ 5,157

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Services Specialty

5 unchanged sentences

Net revenues $ 3,633 $ 1,554 $ ( 18 ) $ 5,169

For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at June 30, 2024 was $ 3,019 .

For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at September 30, 2024 was $ 2,978 .

The Company expects to recognize revenue on approximately 89 % of the remaining performance obligations over the next twelve months .

1 unchanged sentence

Contract assets and contract liabilities are classified as current in the condensed consolidated balance sheets as all amounts are expected to be relieved within one year.

The balances of accounts receivable, net of allowances, contract assets, and contract liabilities from contracts with customers as of June 30, 2024 and December 31, 2023 are as follows:

The balances of accounts receivable, net of allowances, contract assets, and contract liabilities from contracts with customers as of September 30, 2024 and December 31, 2023 are as follows:

allowances Contract

assets Contract

Balance at June 30, 2024 $ 1,314 $ 509 $ 547

Balance at September 30, 2024 $ 1,344 $ 553 $ 570

Balance at December 31, 2023 1,395 436 526

1 unchanged sentence

In accordance with industry practice, accounts receivable includes retentions receivable, a portion of which may not be received within one year.

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

At September 30, 2024 and December 31, 2023, retentions receivable were $ 149 and $ 156 , respectively, while the portions that may not be received within one year were $ 36 and $ 25 , respectively.

GOODWILL AND INTANGIBLES

The following table provides disclosure of goodwill by segment as of June 30, 2024 and December 31, 2023.

The changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2024 are as follows:

The following table provides disclosure of goodwill by segment as of September 30, 2024 and December 31, 2023.

The changes in the carrying amount of goodwill by reportable segment for the nine months ended September 30, 2024 are as follows:

Services Specialty

3 unchanged sentences

Foreign currency translation and other, net (1)

( 34 ) — ( 34 )

Goodwill as of June 30, 2024 $ 2,646 $ 179 $ 2,825

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

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

June 30, 2024

Goodwill as of September 30, 2024 $ 2,752 $ 179 $ 2,931

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

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

September 30, 2024

Weighted Average Remaining

18 unchanged sentences

Amortization expense recognized on identifiable intangible assets is as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

17 unchanged sentences

In the condensed consolidated balance sheets, derivative instruments are primarily included in other assets and other noncurrent liabilities and contingent consideration obligations are primarily included in contingent consideration and compensation liabilities.

The following tables summarize the fair values and levels within the fair value hierarchy in which the measurements fall for assets and liabilities measured on a recurring basis as of June 30, 2024 and December 31, 2023:

Fair Value Measurements at June 30, 2024

Fair Value Measurements at September 30, 2024

Financial assets:

1 unchanged sentence

Derivatives designated as hedge instruments

Cash flow hedges - interest rate swaps $ — $ 23 $ — $ 23

Cash flow hedges - cross currency contracts $ — $ 10 $ — $ 10

6 unchanged sentences

Financial liabilities:

Derivatives designated as hedge instruments

Cash flow hedges - interest rate swaps — ( 4 ) — ( 4 )

Derivatives not designated as hedge instruments

23 unchanged sentences

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 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.

2 unchanged sentences

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:

Six Months Ended

June 30, 2024

Nine Months Ended

September 30, 2024

Balance as of December 31, 2023 $ 6

Settlements ( 6 )

Balance as of June 30, 2024 $ 6

Balance as of September 30, 2024 $ 9

Number of open contingent consideration arrangements at the end of the period 6

Maximum potential payout at the end of the period $ 9

At June 30, 2024, the remaining open contingent consideration arrangements are set to expire at various dates through 2025.

At September 30, 2024, the remaining open contingent consideration arrangements are set to expire at various dates through 2026.

Level 3 unobservable inputs were used to calculate the fair value adjustments shown in the table above.

The fair value adjustments and the related unobservable inputs were not considered significant for the three and six months ended June 30, 2024.

The fair value adjustments and the related unobservable inputs were not considered significant for the three and nine months ended September 30, 2024.

Fair value estimates

4 unchanged sentences

During the second quarter of 2024, the Company upsized the 2021 Term Loan by an aggregate principal amount equal to $ 550 and repriced the 2021 Term Loan and repaid the remaining $ 330 of the 2019 Term Loan.

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Carrying Value Fair Value Carrying Value Fair Value

16 unchanged sentences

Certain of the Company’s derivative transactions are subject to master netting arrangements that allow the Company to net settle contracts with the same counterparties.

These arrangements do not call for collateral, and no cash collateral had been received or pledged related to the underlying derivatives as of June 30, 2024.

These arrangements do not call for collateral and no cash collateral had been received or pledged related to the underlying derivatives as of September 30, 2024.

The following table presents the fair value of derivative instruments:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Outstanding Gross

20 unchanged sentences

Derivatives Location of income (expense)

recognized in the condensed consolidated statements of operations Three Months Ended June 30,

recognized in the condensed consolidated statements of operations Three Months Ended September 30,

Cash flow hedging relationships:

12 unchanged sentences

Derivatives Location of income (expense)

recognized in the condensed consolidated statements of operations Six Months Ended June 30,

recognized in the condensed consolidated statements of operations Nine Months Ended September 30,

Cash flow hedging relationships:

11 unchanged sentences

Currency Effects

The income (expense) from derivatives designed to offset foreign currency exposure and recorded in investment expense (income) and other, net were offset by foreign currency transaction gains and losses resulting in a net (loss) gain of $( 1 ) and $ 0 for the three months ended June 30, 2024 and 2023, respectively, and $( 2 ) and $ 0 for the six months ended June 30, 2024 and 2023, respectively.

The income (expense) from derivatives designed to offset foreign currency exposure and recorded in investment expense (income) and other, net were offset by foreign currency transaction gains and losses resulting in a net gain (loss) of $ 1 and $ 0 for the three months ended September 30, 2024 and 2023, respectively, and $( 1 ) and $ 0 for the nine months ended September 30, 2024 and 2023, respectively.

The following table presents the effect of cash flow and fair value hedge accounting on accumulated other comprehensive income (loss) ("AOCI"):

5 unchanged sentences

AOCI into income

Three Months Ended June 30, Three Months Ended June 30,

Three Months Ended September 30, Three Months Ended September 30,

Derivatives 2024 2023 2024 2023

13 unchanged sentences

AOCI into income

Six Months Ended June 30, Six Months Ended June 30,

Nine Months Ended September 30, Nine Months Ended September 30,

Derivatives 2024 2023 2024 2023

16 unchanged sentences

The present value as of the date of termination of the 2024 Interest Rate Swap is recorded in AOCI on the condensed consolidated balance sheets.

The fair value previously recognized in AOCI related to interest rate movements of the 2024 Interest Rate Swap is being amortized to interest expense on a straight-line basis through October 2024.

As of June 30, 2024, approximately $ 5 of unrealized pre-tax gains remained in AOCI.

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 September 30, 2024, approximately $ 1 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").

2 unchanged sentences

The 2028 Interest Rate Swap exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.41 % over the term of the agreements, which mature in January 2028.

As of June 30, 2024, the Company had $ 1,120 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 loan of $ 2,257 .

The weighted average fixed rate of interest on these swaps was approximately 3.52 %.

During the three months ended September 30, 2024, the Company entered into a $ 720 notional amount forward starting interest rate swap that exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.13 % over the term of the agreement, commencing in October 2026 and maturing in January 2029 ("2029 Interest Rate Swap").

Upon commencement, the 2029 Interest Rate Swap will cover the remainder of the interest payments starting in October 2026 to the maturity of the 2021 Term Loan.

As of September 30, 2024, the Company had $ 1,840 notional amount outstanding in the 2026 Interest Rate Swap, the 2028 Interest Rate Swap, and the 2029 Interest Rate Swap.

The Company has designated these swaps as cash flow hedges of the interest rate risk attributable to forecasted variable interest (SOFR) payments for its SOFR based term loan of $ 2,257 .

Variations in the assets and liability balances are primarily driven by changes in the applicable forward yield curves related to SOFR.

13 unchanged sentences

dollar equivalents of $ 271 , $ 241 , and $ 209 in GBP, CAD, and EUR, respectively.

In June 2024, the Company entered into a cross-currency swap with a maturity date of June 2029 and designated it as a fair value hedge with gross notional U.S.

In the second quarter of 2024, the Company entered into a cross-currency swap with a maturity date of June 2029 and designated it as a fair value hedge with gross notional U.S.

dollar equivalent of $ 16 in AUD.

18 unchanged sentences

PROPERTY AND EQUIPMENT, NET

The components of property and equipment as of June 30, 2024 and December 31, 2023 are as follows:

(In Years) June 30,

The components of property and equipment as of September 30, 2024 and December 31, 2023 are as follows:

(In Years) September 30,

2024 December 31,

7 unchanged sentences

Property and equipment, net $ 387 $ 385

Depreciation expense related to property and equipment, including finance leases, was $ 20 and $ 19 during the three months ended June 30, 2024 and 2023, and $ 39 and $ 38 during the six months ended June 30, 2024 and 2023, respectively.

Depreciation expense related to property and equipment, including finance leases, was $ 21 and $ 21 during the three months ended September 30, 2024 and 2023, respectively, and $ 60 and $ 59 during the nine months ended September 30, 2024 and 2023, respectively.

Depreciation expense is included within cost of revenues and selling, general, and administrative expenses in the condensed consolidated statements of operations.

Debt obligations consist of the following:

Maturity Date June 30,

Maturity Date September 30,

2024 December 31,

19 unchanged sentences

During the first quarter of 2024, the Company completed its Fifth Amendment to its credit agreement, upsizing its 2021 Term Loan by an aggregate principal amount equal to $ 300 .

The loan proceeds were directed as consideration for a portion of the

purchase price for the Series B Preferred Stock Conversion.

The loan proceeds were directed as consideration for a portion of the purchase price for the Series B Preferred Stock Conversion.

For additional information regarding the Series B Preferred Stock Conversion, see Note 15 - "Shareholders' Equity and Redeemable Convertible Preferred Stock."

As of June 30, 2024, the Company had $ 0 of principal outstanding under the $ 1,200 term loan (the "2019 Term Loan") with a maturity date of October 1, 2026.

As of June 30, 2024, the Company had $ 2,257 of principal outstanding under the incremental term loan used to finance the Chubb acquisition (the "2021 Term Loan") with a maturity date of January 3, 2029.

As of September 30, 2024, the Company had $ 0 of principal outstanding under the $ 1,200 term loan (the "2019 Term Loan") with a maturity date of October 1, 2026.

As of September 30, 2024, the Company had $ 2,257 of principal outstanding under the incremental term loan used to finance the Chubb acquisition (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 1.00 % or (2) Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.00 %.

The interest rate applicable to borrowings under the $ 500 five-year senior secured revolving credit facility (the “Revolving Credit Facility”) is, at the Company’s option, either (1) a base rate plus an applicable margin equal to 1.25 %, or (2) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.25 % plus a CSA.

As of June 30, 2024 and December 31, 2023, the Company had no amounts outstanding under the Revolving Credit Facility, and $ 496 and $ 495 was available at June 30, 2024 and December 31, 2023, respectively, after giving effect to $ 4 and $ 5 of outstanding letters of credit, respectively.

As of June 30, 2024 and December 31, 2023, the Company was in compliance with all applicable debt covenants.

As of September 30, 2024 and December 31, 2023, the Company had no amounts outstanding under the Revolving Credit Facility, and $ 495 and $ 495 was available at September 30, 2024 and December 31, 2023, respectively, after giving effect to $ 5 and $ 5 of outstanding letters of credit, respectively.

As of September 30, 2024 and December 31, 2023, the Company was in compliance with all applicable debt covenants.

Swap activity

As of June 30, 2024, 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 %.

As of September 30, 2024, the Company had the 2026 Interest Rate Swap with $ 720 of notional value, exchanging one-month SOFR for a fixed rate of 3.59 % per annum and the 2028 Interest Rate Swap with aggregate $ 400 notional value,

exchanging one-month SOFR for a rate of 3.41 %.

Accordingly, the Company's fixed interest rate per annum on the first swapped $ 400 notional value of the term loans is 3.41 % and the second swapped $ 720 notional value of the term loans is 3.59 % through their maturity.

The remaining $ 1,137 of the term loan balance will bear interest based on one-month SOFR plus 200 basis points, but the rate will fluctuate as SOFR fluctuates.

Refer to Note 8 - "Derivatives" for additional information.

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The 4.125 % Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company’s subsidiaries.

The balance as of June 30, 2024 was $ 337 .

The balance as of September 30, 2024 was $ 337 .

4.750 % Senior Notes

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The 4.750 % Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company's subsidiaries.

The balance as of June 30, 2024 was $ 277 .

The Company was in compliance with all covenants contained in the indentures for the 4.125 % Senior Notes and 4.750 % Senior Notes as of June 30, 2024, and December 31, 2023.

The balance as of September 30, 2024 was $ 277 .

The Company was in compliance with all covenants contained in the indentures for the 4.125 % Senior Notes and 4.750 % Senior Notes as of September 30, 2024, and December 31, 2023.

Other obligations

As of June 30, 2024 and December 31, 2023, the Company had $ 4 and $ 5 in notes outstanding, respectively, for working capital purposes and the acquisition of equipment and vehicles.

As of September 30, 2024 and December 31, 2023, the Company had $ 5 and $ 5 in notes outstanding, respectively, for working capital purposes and the acquisition of equipment and vehicles.

The Company’s quarterly income tax provision is measured using an estimate of its consolidated annual effective tax rate, adjusted in the current period for discrete income tax items, within the periods presented.

The comparison of the Company’s income tax provision between periods may be impacted by the level and mix of earnings and losses by tax jurisdiction, foreign income tax rate differentials, and discrete items.

The Company’s effective tax rate was 22.4 % and 37.2 % for the three months ended June 30, 2024 and 2023, and 24.7 % and 35.0 % for the six months ended June 30, 2024, and 2023, respectively.

The Company’s effective tax rate was 30.9 % and 25.5 % for the three months ended September 30, 2024 and 2023, respectively, and 27.2 % and 31.3 % for the nine months ended September 30, 2024, and 2023, respectively.

The difference between the effective tax rate and the statutory U.S.

federal income tax rate of 21.0 % for the three and six months ended June 30, 2024 and 2023 is due to nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, state taxes, and discrete items.

As of June 30, 2024, the Company’s deferred tax assets included a valuation allowance of $ 110 primarily related to certain net operating loss, capital loss, and tax credit carryforwards of the Company’s foreign subsidiaries.

federal income tax rate of 21.0 % for the three and nine months ended September 30, 2024 and 2023 is due to nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, state taxes, and discrete items.

As of September 30, 2024, the Company’s deferred tax assets included a valuation allowance of $ 116 primarily related to certain net operating loss, capital loss, and tax credit carryforwards of the Company’s foreign subsidiaries.

The factors used to assess the likelihood of realization were the past performance of the related entities, forecasts of future taxable income, future reversals of existing taxable temporary differences, and available tax planning strategies that could be implemented to realize the deferred tax assets.

The ability or failure to achieve the forecasted taxable income in these entities could affect the ultimate realization of deferred tax assets.

As of June 30, 2024, the Company had gross federal, state, and foreign net operating loss carryforwards of approximately $ 0 , $ 19 , and $ 110 , respectively.

As of September 30, 2024, the Company had gross federal, state, and foreign net operating loss carryforwards of approximately $ 0 , $ 19 , and $ 98 , respectively.

The state net operating losses have carryforward periods of five to twenty years and begin to expire in 2027.

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The Company’s liability for unrecognized tax benefits is recorded within other noncurrent liabilities in the condensed consolidated balance sheets and recognizes interest and penalties accrued related to unrecognized tax benefits in the provision for income taxes in the condensed consolidated statements of operations.

As of June 30, 2024, and December 31, 2023, the total gross unrecognized tax benefits were $ 8 and $ 7 , respectively.

The Company had accrued gross interest and penalties as of June 30, 2024 and December 31, 2023 of $ 3 and $ 2 , respectively.

During the three and six months ended June 30, 2024 and 2023, the Company did not recognize net interest expense.

If all of the Company’s unrecognized tax benefits as of June 30, 2024, were recognized, $ 11 would impact the Company’s effective tax rate.

As of September 30, 2024, and December 31, 2023,

the total gross unrecognized tax benefits were $ 9 and $ 7 , respectively.

The Company had accrued gross interest and penalties as of September 30, 2024 and December 31, 2023 of $ 3 and $ 2 , respectively.

During the three and nine months ended September 30, 2024 and 2023, the Company did not recognize net interest expense.

If all of the Company’s unrecognized tax benefits as of September 30, 2024 were recognized, $ 11 would impact the Company’s effective tax rate.

The Company does not expect any unrecognized tax benefits to expire in the next twelve months.

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federal jurisdiction, and various state, local, and foreign jurisdictions.

As of June 30, 2024, with few exceptions, neither the Company nor its subsidiaries are subject to examination prior to tax year 2014.

As of September 30, 2024, 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, including an ongoing IRS exam related to the 2019 final S Corporation return.

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The components of the net periodic pension cost (benefit) for the defined benefit pension plans are as follows:

Three Months Ended June 30,

Three Months Ended September 30,

Service cost $ 1 $ 1

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Net periodic pension cost (benefit) $ 6 $ ( 2 )

Six Months Ended June 30,

Nine Months Ended September 30,

Service cost $ 4 $ 3

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Union payrolls cannot be determined for future periods because the number of union employees employed at a given time and the plans in which they participate vary depending upon the location, the number of ongoing projects, and the need for union resources in connection with those projects.

Total consolidated contributions to multiemployer plans were $ 25 and $ 27 during the three months ended June 30, 2024 and 2023, respectively, and $ 44 and $ 50 during the six months ended June 30, 2024 and 2023, respectively.

Total consolidated contributions to multiemployer plans were $ 25 and $ 25 during the three months ended September 30, 2024 and 2023, respectively, and $ 69 and $ 75 during the nine months ended September 30, 2024 and 2023, respectively.

Profit sharing plans

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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 $ 5 and $ 5 in expense for shares distributed to eligible employees during the three months ended June 30, 2024 and 2023, respectively, and $ 11 and $ 10 in expense during the six months ended June 30, 2024 and 2023, respectively.

common stock or in cash.

In connection with these plans, the Company recognized $ 9 and $ 4 in expense for shares distributed to eligible employees during the three months ended September 30, 2024 and 2023, respectively, and $ 20 and $ 14 in expense during the nine months ended September 30, 2024 and 2023, respectively.

Employee stock purchase plan

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Participants are subject to eligibility requirements and may not purchase more than 500 shares in any offering period or more than ten thousand dollars of common stock in a year under the ESPP.

The Company recognized $ 2 and $ 1 of expense during the three months ended June 30, 2024 and 2023, respectively, and $ 3 and $ 3 of expense during the six months ended June 30, 2024 and 2023, respectively.

The Company recognized $ 1 and $ 1 of expense during the three months ended September 30, 2024 and 2023, respectively, and $ 4 and $ 4 of expense during the nine months ended September 30, 2024 and 2023, respectively.

RELATED-PARTY TRANSACTIONS

The Company incurred advisory fees of $ 1 during each of the three months ended June 30, 2024 and 2023 and $ 2 during each of the six months ended June 30, 2024 and 2023, in each case payable to Mariposa Capital, LLC, an entity owned by a co-chair of the Company’s Board of Directors.

The Company incurred advisory fees of $ 1 during each of the three months ended September 30, 2024 and 2023 and $ 3 during each of the nine months ended September 30, 2024 and 2023, 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 settled in 7,944,104 shares issued during January 2024.

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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 six months ended June 30, 2024, the Company issued dividends of 155,059 shares of common stock on the Series B Preferred Stock held by Viking Purchasers, with 70,798 shares declared in February 2024 and 84,261 shares declared in December 2023.

The Company declared and issued dividends of 109,247 and 223,820

shares of common stock on the Series B Preferred Stock held by the Viking Purchasers during the three and six months ended June 30, 2023.

During the nine months ended September 30, 2024, the Company issued dividends of 155,059 shares of common stock on the Series B Preferred Stock held by Viking Purchasers, with 70,798 shares declared in February 2024 and 84,261 shares declared in December 2023.

The Company declared and issued dividends of 103,283 and 337,103 shares of common stock on the Series B Preferred Stock held by the Viking Purchasers during the three and nine months ended September 30, 2023, respectively.

During the first quarter of 2024, the Company executed an agreement with the Viking Purchasers which allowed the exercise of their right to convert all of their Series B Preferred Stock into common stock.

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Management believes that the likelihood of incurring losses materially in excess of the amounts accrued is remote.

The outstanding liability for these obligations was $ 16 and $ 17 , and was included in other noncurrent liabilities on the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively.

The outstanding liability for these obligations was $ 16 and $ 17 , and was included in other noncurrent liabilities on the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023, respectively.

SHAREHOLDERS’ EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK

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Series A Preferred Stock

The Company had 4,000,000 shares of Series A Preferred Stock issued and outstanding as of June 30, 2024 ("Series A Preferred Stock").

The Company had 4,000,000 shares of Series A Preferred Stock issued and outstanding as of September 30, 2024 ("Series A Preferred Stock").

The Series A Preferred Stock will be automatically converted into shares of common stock on a one -for-one basis on December 31, 2026.

During the three months ended June 30, 2024, the Company issued 12,650,000 shares of the Company’s common stock in a public underwritten offering.

During the second quarter of 2024, the Company issued 12,650,000 shares of the Company’s common stock in a public underwritten offering.

The proceeds from this offering totaled approximately $ 458 , net of related expenses.

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The SRP authorizes open market, private, and accelerated share repurchase transactions.

During the six months ended June 30, 2024 and 2023, the Company repurchased 16,260,160 and 970,004 shares of common stock for approximately $ 600 and $ 23 , respectively.

The repurchases during the six months ended June 30, 2024 were related to the Series B Preferred Stock Conversion, see below for more information.

During the three months ended June 30, 2023, the Company repurchased 428,688 shares of common stock for aggregate payments of approximately $ 11 .

As of June 30, 2024, the Company had approximately $ 400 of authorized repurchases remaining under the SRP.

During the three and nine months ended September 30, 2024 the Company repurchased 0 and 16,260,160 shares of common stock for approximately $ 0 and $ 600 , respectively.

The repurchases during the nine months ended September 30, 2024 were related to the Series B Preferred Stock Conversion, see below for more information.

As of September 30, 2024, the Company had approximately $ 400 of authorized repurchases remaining under the SRP.

During 2022, the Board of Directors authorized the Company to purchase up to an aggregate of $ 250 of shares of the Company’s common stock pursuant to the stock repurchase program ("2022 SRP").

The 2022 SRP expired on February 29, 2024.

During the three and nine months ended September 30, 2023, the Company repurchased 656,489 and 1,626,493 shares of common stock for approximately $ 18 and $ 41 , respectively, under the 2022 SRP.

Redeemable Convertible Preferred Stock

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Following the Series B Preferred Stock Conversion there are no Series B Preferred Shares issued or outstanding and the former holders of Series B Preferred Stock are no longer entitled to receive cumulative dividends.

The Company declared a pro rata Series B Preferred Stock dividend of $ 7 , or 283,196 shares of common stock, during the six months ended June 30, 2024 for the Series B Preferred Stock outstanding through February 28, 2024.

The Company declared a Series B Preferred Stock dividend of $ 11 , or 436,992 shares of common stock, during the three months ended June 30, 2023.

The Company declared and issued a Series B Preferred Stock dividend of $ 22 , or 935,285 shares of common stock, during the six months ended June 30, 2023.

The Company declared a pro rata Series B Preferred Stock dividend of $ 7 , or 283,196 shares of common stock, during the nine months ended September 30, 2024 for the Series B Preferred Stock outstanding through February 28, 2024.

The Company declared a Series B Preferred Stock dividend of $ 11 , or 413,135 shares of common stock, during the three months ended September 30, 2023.

The Company declared and issued a Series B Preferred Stock dividend of $ 22 , or 935,285 shares of common stock, during the nine months ended September 30, 2023.

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.

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Net income is allocated between the Company’s common shares and other participating securities based on their participation rights.

The Series A Preferred Stock represents participating securities.

Earnings attributable to Series A 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 shares are not contractually obligated to share the loss.

The Series A Preferred Stock and Series B Preferred Stock represent participating securities.

Earnings attributable to Series A Preferred Stock and Series B Preferred Stock are not included in earnings attributable to common shares in calculating earnings per common share (the two-class method).

For periods of net loss, there is no impact from the two-class method on earnings per share (“EPS”) as net loss is allocated to common shares because Series A Preferred Stock and Series B Preferred Stock shares are not contractually obligated to share the loss.

The following table sets forth the computation of earnings per common share using the two-class method.

The dilutive effect of outstanding Series A Preferred Stock and the Series A Preferred Stock dividend is reflected in diluted EPS using the if-converted method and options, restricted shares, performance shares, and market shares are reflected using the treasury stock method.

For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Series A Preferred Stock, restricted shares, performance shares, market shares, and stock options are anti-dilutive.

The dilutive effect of outstanding Series A Preferred Stock, Series B Preferred Stock, the Series A Preferred Stock dividend, and the Series B Preferred Stock dividend is reflected in diluted EPS using the if-converted method and options, restricted shares, performance shares, and market shares are reflected using the treasury stock method.

For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Series A Preferred Stock, Series B Preferred Stock, restricted shares, performance shares, market shares, and stock options are anti-dilutive.

(Amounts in millions, except share and per share amounts.)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

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For all periods presented, 4,000,000 shares of Series A Preferred Stock, which are convertible to the same number of common shares.

For the six months ended June 30, 2024, 125,000 stock options to purchase the same number of common shares.

For the six months ended June 30, 2024, 1,160,800 time-based, performance-based, and market-based restricted stock units.

For the three months ended June 30, 2024, and the three and six months ended June 30, 2023, dilutive securities include common share equivalents which represent the annual dividend, payable in the form of common shares or cash at the Company's sole option, that Series A Preferred Shares would be entitled to receive assuming that the volume weighted average price of the Company’s common shares for the last ten trading days of the period would be the same average price during the last ten trading days of the calendar year.

The holders of the Series A Preferred Stock are entitled to receive an annual dividend 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.

During 2024, the Annual Dividend amount was calculated based on the appreciation of the Company’s share price over the highest previously used share price of $ 33.9465 .

For the nine months ended September 30, 2024, the year-to-date impact of 125,000 stock options to purchase the same number of common shares.

The stock options have all been exercised as of September 30, 2024.

For the nine months ended September 30, 2024, 1,279,583 time-based, performance-based, and market-based restricted stock units.

For the three and nine months ended September 30, 2023, dilutive securities include common share equivalents which represent the annual dividend, payable in the form of common shares or cash at the Company's sole option, that Series A Preferred Shares would be entitled to receive assuming that the volume weighted average price of the Company’s common shares for the last ten trading days of the period would be the same average price during the last ten trading days of the calendar year.

The holders of the Series A Preferred Stock are entitled to receive an annual dividend based on the increase in the market price of the Company’s common stock (the "Annual Dividend Amount").

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.

During 2023, the Annual Dividend amount was calculated based on the appreciation of the Company’s share price over the highest previously used share price of $ 24.3968 .

For the three and nine months ended September 30, 2024, the Series A Preferred Shares would not be entitled to an annual dividend because the volume weighted average price of the Company’s common shares for the last ten trading days of the period did not exceed the highest previously used share price of $ 33.9465 .

SEGMENT INFORMATION

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Summarized financial information for the Company’s reportable segments is presented and reconciled to consolidated financial information in the following tables, including a reconciliation of consolidated operating income (loss) to EBITDA:

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Services Specialty

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Capital expenditures 8 12 2 22

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Services Specialty

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Capital expenditures 5 10 3 18

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Services Specialty

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Capital expenditures 19 35 12 66

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Services Specialty

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Capital expenditures 19 41 4 64

SUBSEQUENT EVENTS

On October 1, 2024, the Company completed an acquisition in the Safety Services Segment.

The aggregate consideration paid by the Company was approximately $ 104 .

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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• our expectations regarding future capital expenditures;

• our expectations regarding maintaining our profit margins;

• our expectations regarding future expenses in connection with our multi-year restructuring program, including those related to workforce reductions;

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• our beliefs regarding the sufficiency of our current sources of liquidity to fund our future liquidity requirements, our expectations regarding the types of future liquidity requirements and our expectations regarding the availability of future sources of liquidity.

These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this quarterly report and in our Annual Report on Form 10-K, filed on February 28, 2024, including those described under “Cautionary Note Regarding Forward Looking Statements” and “Risk Factors” in such Form 10-K, and other filings we make with the SEC.

In light of these risks, uncertainties and assumptions, the forward-looking

events and circumstances discussed in this quarterly report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

including those described under “Cautionary Note Regarding Forward Looking Statements” and “Risk Factors” in such Form 10-K, and other filings we make with the SEC.

In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this quarterly report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Important factors that may materially affect the forward-looking statements include the following:

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• we may not realize the expected benefits of completed acquisitions because of integration and transition difficulties;

• adverse developments in the credit markets that could adversely affect funding of significant projects in our industries and our ability to secure financing, take advantage of acquisition opportunities, or achieve our growth objectives;

• adverse developments in the equity and credit markets that could adversely affect funding of significant projects in our industries and our ability to secure financing, take advantage of acquisition opportunities, or achieve our growth objectives;

• a significant portion of our revenue is recognized over time based on estimates of contract revenue, costs, and profitability, and our reliance on such projections carries risk of a reduction or reversal of previously recorded revenue or profits;

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements