What changed in this filing

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Item 1. Financial Statements

2025-05-01 compared with 2024-10-31 · 318 added, 435 removed, 666 unchanged (53% of the section changed)

3 unchanged sentences

(In millions, except share and per share data)

September 30,

2025 December 31,

1 unchanged sentence

Cash and cash equivalents $ 460 $ 499

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

Accounts receivable, net of allowances of $ 8 and $ 9 at March 31, 2025 and December 31, 2024, respectively

Inventories 150 143

10 unchanged sentences

Total assets $ 8,098 $ 8,152

Liabilities, Redeemable Convertible Preferred Stock, and Shareholders’ Equity

Liabilities and Shareholders’ Equity

Current liabilities:

15 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 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 September 30, 2024 and December 31, 2023

Common stock;

$ 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)

4,000,000 shares issued and outstanding at March 31, 2025 and December 31, 2024

Common stock, $ 0.0001 par value;

500,000,000 authorized shares;

276,839,956 shares and 274,778,327 shares issued at March 31, 2025 and December 31, 2024, respectively (excluding 7,944,104 shares declared for stock dividend at December 31, 2024)

Additional paid-in capital 3,252 3,305

Retained earnings (accumulated deficit) 148 ( 11 )

Retained earnings 250 215

Accumulated other comprehensive loss ( 520 ) ( 567 )

Total shareholders’ equity 2,982 2,953

Total liabilities, redeemable convertible preferred stock, and shareholders’ equity $ 8,245 $ 7,590

Total liabilities and shareholders’ equity $ 8,098 $ 8,152

See notes to condensed consolidated financial statements.

2 unchanged sentences

(In millions, except per share amounts)

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

2024 2023 2024 2023

Three Months Ended March 31,

Net revenues $ 1,719 $ 1,601

4 unchanged sentences

Interest expense, net 38 34

Loss on extinguishment of debt, net — — — 3

Investment expense (income) and other, net 1 ( 7 ) 6 ( 18 )

Investment expense and other, net — 3

Other expense, net 38 37

3 unchanged sentences

Net income (loss) attributable to common shareholders:

Less income allocable to Series A Preferred Stock $ ( 4 ) $ —

Stock dividend on Series B Preferred Stock — ( 7 )

9 unchanged sentences

APi Group Corporation

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

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In millions)

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

2024 2023 2024 2023

Three Months Ended March 31,

Net income $ 35 $ 45

Other comprehensive income (loss):

Other comprehensive income:

Fair value change - derivatives, net of tax benefit (expense) of $ 4 , and $( 5 ), respectively

( 22 ) 1 ( 5 ) 7

Foreign currency translation adjustment 59 ( 42 )

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

Comprehensive income $ 82 $ 16

See notes to condensed consolidated financial statements.

5 unchanged sentences

and Outstanding Additional

Capital (Accumulated

Deficit) Retained Earnings Accumulated

Capital Retained Earnings Accumulated

Comprehensive

5 unchanged sentences

Foreign currency translation adjustment — — — — — — 59 59

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

Series A Preferred Stock dividend — — 2,543,662 — — — — —

Series B Preferred Stock dividend — — 620,240 — 7 ( 7 ) — —

Conversion of Series B Preferred Stock, net — — 16,260,163 — 214 ( 17 ) — 197

Share repurchases — — ( 2,063,715 ) — ( 75 ) — — ( 75 )

Profit sharing plan contributions — — 618,989 — 24 — — 24

1 unchanged sentence

Balance, March 31, 2025 4,000,000 $ — 276,839,956 $ — $ 3,252 $ 250 $ ( 520 ) $ 2,982

Net income — — — — — 69 — 69

Fair value change - derivatives — — — — — — 4 4

Foreign currency translation adjustment — — — — — — ( 1 ) ( 1 )

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

Issuance of common shares — — 12,650,000 — 458 — — 458

Share-based compensation and other, net — — 32,702 — 8 — — 8

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

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

11 unchanged sentences

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

Series A Preferred Stock dividend — — 7,944,104 — — — — —

Series B Preferred Stock dividend — — 620,240 — 7 ( 7 ) — —

Share repurchases — — ( 541,316 ) — ( 12 ) — — ( 12 )

Conversion of Series B Preferred Stock, net — — 16,260,163 — 214 ( 17 ) — 197

Profit sharing plan contributions — — 510,319 — 18 — — 18

1 unchanged sentence

Balance, March 31, 2024 4,000,000 $ — 261,636,951 $ — $ 2,814 $ 10 $ ( 523 ) $ 2,301

Net income — — — — — 48 — 48

Fair value change - derivatives — — — — — — 15 15

Foreign currency translation adjustment — — — — — — 27 27

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

Series B Preferred Stock dividend — — 436,992 — — — — —

Share repurchases — — ( 428,688 ) — ( 11 ) — — ( 11 )

Share-based compensation and other, net — — 49,201 — 7 — — 7

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

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)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

4 unchanged sentences

Restructuring charges, net of cash paid ( 6 ) ( 8 )

Deferred taxes 1 5

Share-based compensation expense 10 8

1 unchanged sentence

Non-cash lease expense 28 26

Net periodic pension expense (benefit) 20 ( 9 )

Loss on extinguishment of debt, net — 3

Net periodic pension cost 6 4

Other, net 1 ( 13 )

15 unchanged sentences

Cash flows from financing activities:

Net short-term debt — 100

Proceeds from long-term borrowings — 300

1 unchanged sentence

Repurchases of common stock ( 75 ) —

Proceeds from issuance of common shares 458 —

Conversion of Series B Preferred Stock — ( 600 )

1 unchanged sentence

Restricted shares tendered for taxes ( 19 ) ( 11 )

Other financing activities ( 6 ) —

Net cash provided by (used in) financing activities 348 ( 253 )

Net cash used in financing activities ( 98 ) ( 213 )

Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash 10 ( 4 )

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

Net decrease in cash, cash equivalents, and restricted cash ( 40 ) ( 232 )

Cash, cash equivalents, and restricted cash, beginning of period 501 480

17 unchanged sentences

These Interim Statements have been prepared pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”) and do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America (“U.S.

GAAP”) for complete financial statements.

The condensed consolidated balance sheets as of December 31, 2023 were derived from audited financial statements for the year then ended but do not include all of the information and footnotes required by U.S.

GAAP with respect to annual financial statements.

Securities and Exchange Commission (“SEC”) and do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements.

The condensed consolidated balance sheets as of December 31, 2024 were derived from audited financial statements for the year then ended but do not include all of the information and footnotes required by GAAP with respect to annual financial statements.

In the opinion of management, the Interim Statements include all adjustments (including normal recurring accruals) necessary for a fair presentation of the Company’s consolidated financial position, results of operations, and cash flows for the dates and periods presented.

6 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 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 September 30, 2024 and December 31, 2023, respectively, and are recorded within other assets in the condensed consolidated balance sheets.

The Company exercises control over one joint venture that is consolidated into the Company's financial statements and the results for that joint venture for the three months ended March 31, 2025 and 2024 were immaterial.

The Company’s share of earnings from the non-consolidated joint ventures was $ 3 and $ 2 during the three months ended March 31, 2025 and 2024, respectively.

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

The investment balances were $ 1 and $ 4 as of March 31, 2025 and December 31, 2024, respectively, and are recorded within other assets in the condensed consolidated balance sheets.

RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

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

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

The Company will continue to assess the impact of the new rule on its consolidated financial statements while the stay is in place.

The Company has not adopted any additional accounting pronouncements since the 2024 audited consolidated financial statements.

See the Company's Form 10-K filed on February 26, 2025 for information pertaining to the effects of recently adopted and other recent accounting pronouncements.

BUSINESS COMBINATIONS

3 unchanged sentences

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.

Purchase price is allocated to acquired assets and liabilities assumed based upon their estimated fair values, with limited exceptions as

permitted pursuant to GAAP, as determined based on estimates and assumptions deemed reasonable by the Company.

The Company engages third-party valuation specialists to assist with preparation of critical assumptions and calculations of the fair value of acquired tangible and intangible assets in connection with significant acquisitions.

1 unchanged sentence

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

2025 Acquisitions

During three months ended March 31, 2025, the Company completed one immaterial acquisition for consideration transferred of $ 8 , made up of cash paid at closing of $ 6 and accrued consideration of $ 2 .

The results of operations of this acquisition are included in the Company's condensed consolidated statements of operations from the date of acquisition and were not material.

2024 Acquisitions

Elevated acquisition

2 unchanged sentences

Elevated is headquartered in Florida and serves customers in over 18 states.

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

The results of the Elevated business are reported in the condensed consolidated financial statements of the Company from the date of acquisition within the Company's Safety Services segment.

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

1 unchanged sentence

Cash deposited into escrow 6

Total consideration $ 579

Total net consideration $ 578

Cash and cash equivalents $ 7

Accounts receivable 29

11 unchanged sentences

Net assets acquired $ 578

The Company has not finalized its accounting for any areas of purchase price allocation related to the Elevated acquisition.

The Company has not finalized its accounting for purchase price allocation for accounts receivable, contract assets, contract liabilities, legal reserves, and taxes related to the Elevated acquisition.

The Company anticipates that it will finalize its accounting for the Elevated acquisition during the second quarter of 2025.

The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.

The Company will make appropriate adjustments to the purchase price allocation, including intangible assets and goodwill, prior to completion of the measurement period, as required.

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

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.

See Note 6 – “Goodwill and Intangibles” for the provisional goodwill assigned to each segment.

Other 2024 acquisitions

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

On September 3, 2024, the Company completed an acquisition included within the Safety Services segment ("Acquisition A24").

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

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

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

Accrued consideration 9 12

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 )

Net assets acquired $ 33 $ 68

2023 Acquisitions

During 2023, the Company completed an acquisition included within the Safety Services segment ("Acquisition A23").

The results of the A23 business are reported within the Company's Safety Services segment.

Consideration for Acquisition A23 included cash paid at closing of $ 30 , cash deposited into escrow for future deferred payments of $ 5 , and accrued consideration of $ 3 .

During 2023, the Company completed an acquisition included within the Safety Services segment ("Acquisition B23").

On October 1, 2024, the Company completed an acquisition included within the Safety Services segment ("Acquisition B24").

The results of the B24 business are reported within the Company's Safety Services segment.

Consideration for Acquisition B23 included cash paid at closing of $ 27 and accrued consideration of $ 5 .

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

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

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.

Consideration for Acquisition B24 included cash paid at closing of $ 99 , cash deposited into escrow for future deferred payments of $ 2 , and no accrued consideration.

On December 2, 2024, the Company completed an acquisition included within the Safety Services segment ("Acquisition C24").

The results of the C24 business are reported within the Company's Safety Services segment.

Consideration for Acquisition C24 included cash paid at closing of $ 26 and accrued consideration of $ 7 .

During 2024, the Company completed nine individually immaterial acquisitions for aggregate consideration transferred of $ 76 , made up of cash paid at closing of $ 63 and accrued consideration of $ 13 .

Based on preliminary estimates, the total amount of goodwill from acquisitions expected to be deductible for tax purposes is $ 84 .

See Note 6 - "Goodwill and Intangibles" for the provisional goodwill assigned to each segment.

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

Acquisition A23 Acquisition B23 Other 2023 acquisitions

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 Acquisition B24 Acquisition C24 Other 2024 acquisitions

Cash paid at closing $ 24 $ 99 $ 26 $ 63

1 unchanged sentence

Accrued consideration 9 — 7 13

Total consideration $ 38 $ 32 $ 24

Total net consideration $ 33 $ 101 $ 33 $ 76

Cash and cash equivalents $ 6 $ — $ 2 $ 1

2 unchanged sentences

Other current assets 2 3 1 —

Property and equipment 3 3 — 3

Intangible assets 8 45 10 34

Goodwill 9 44 18 42

Accounts payable ( 2 ) ( 4 ) ( 2 ) —

Other accrued liabilities ( 3 ) ( 8 ) ( 3 ) —

Contract liabilities ( 5 ) ( 1 ) — ( 2 )

Deferred tax liabilities — ( 2 ) ( 3 ) ( 3 )

Net assets acquired $ 33 $ 101 $ 33 $ 76

For the three months ended 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.

For the three months ended March 31, 2025, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months was $ 98 and $ 1 , respectively.

Accrued consideration

1 unchanged sentence

The provisions are made up of three general types of arrangements, contingent compensation, contingent consideration (both of which are contingent on the future performance of the acquired entity), and deferred payments related to indemnities.

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

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

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

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

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

The total contingent compensation arrangement liability was $ 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 total contingent compensation arrangement liability was $ 1 and $ 0 as of March 31, 2025 and December 31, 2024, respectively.

The maximum payout of these arrangements upon completion of the future performance periods was $ 2 and $ 2 , inclusive of the $ 1 and $ 0 , accrued as of March 31, 2025 and December 31, 2024, respectively.

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

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 $ 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.

The total liability for deferred payments was $ 24 and $ 28 as of March 31, 2025 and December 31, 2024, respectively, and is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented.

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 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.

During the three months ended March 31, 2025, the Company incurred no pre-tax restructuring costs within the Safety Services segment in connection with the Chubb restructuring program.

Since the Chubb acquisition, the Company has incurred aggregate restructuring costs of $ 79 .

As of 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.

As of March 31, 2025, the Company had $ 11 in restructuring liabilities recorded in other accrued liabilities on the condensed consolidated balance sheets for this plan.

In addition, the Company has incurred $ 2 of related costs during the three months ended March 31, 2025, which include lease impairment charges, asset write-downs, and consulting fees.

In total, the Company estimates that it will recognize approximately $ 125 of restructuring and other costs related to the Chubb restructuring program by the end of fiscal year 2025.

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 nine months ended September 30, 2024 and 2023:

The following tables summarize the Company's restructuring liabilities for the three months ended March 31, 2025 and 2024:

December 31, 2024 $ 15

Payments ( 4 )

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.

March 31, 2025 $ 11

In addition to the costs noted above, the Company incurred asset write-down costs of $ 0 and incurred program related costs of $ 2 for the three months ended March 31, 2025.

December 31, 2023 $ 32

Payments ( 8 )

Reversals ( 1 )

Currency translation adjustment ( 1 )

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.

March 31, 2024 $ 24

In addition to the costs noted above, the Company incurred asset write-down costs of $ 0 and incurred program related costs of $ 4 for the three months ended March 31, 2024.

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.

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

The following tables provide disclosure of disaggregated net revenues by segment for the three months ended March 31, 2025 and 2024.

During 2025, in conjunction with the movement of the Heating, Ventilation, and Air Conditioning ("HVAC") business from the Safety Services segment to the Specialty Services segment, the Company reassessed the categories by which it disaggregates net revenues.

The Company determined the nature, timing, and uncertainty of the cash flows of the HVAC business are consistent with the cash flows of the Specialty Contracting businesses.

Additionally, the Company determined the nature, timing, and uncertainty of the cash flows of a distribution business previously included within Specialty Contracting are more consistent with the cash flows of the Fabrication business.

As such, prior period amounts in this table

have been recast to reflect the current period presentation.

See Note 17 – “Segment Information” for additional information.

Disaggregated net revenues information is as follows:

Three Months Ended September 30, 2024

Services Specialty

Services Consolidated

Life Safety $ 1,203 $ — $ 1,203

Heating, Ventilation, and Air Conditioning ("HVAC") 132 — 132

Infrastructure/Utility — 283 283

Fabrication — 63 63

Specialty Contracting — 147 147

Corporate and Eliminations — — ( 2 )

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

Three Months Ended September 30, 2023

Services Specialty

Services Consolidated

Life Safety $ 1,084 $ — $ 1,084

HVAC 133 — 133

Infrastructure/Utility — 360 360

Fabrication — 42 42

Specialty Contracting — 167 167

Corporate and Eliminations — — ( 2 )

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

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Services Specialty

1 unchanged sentence

Life Safety $ 1,267 $ — $ 1,267

HVAC 358 — 358

Infrastructure/Utility — 185 185

Fabrication — 160 160

Fabrication and Distribution — 70 70

Specialty Contracting — 198 198

1 unchanged sentence

Net revenues $ 1,267 $ 453 $ 1,719

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Services Specialty

1 unchanged sentence

Life Safety $ 1,117 $ — $ 1,117

HVAC 383 — 383

Infrastructure/Utility — 205 205

Fabrication — 155 155

Fabrication and Distribution — 61 61

Specialty Contracting — 220 220

1 unchanged sentence

Net revenues $ 1,117 $ 486 $ 1,601

Three Months Ended September 30, 2024

Services Specialty

Services Corporate and

Eliminations Consolidated

United States $ 689 $ 493 $ ( 2 ) $ 1,180

France 153 — — 153

Other 493 — — 493

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

Three Months Ended September 30, 2023

Services Specialty

Services Corporate and

Eliminations Consolidated

United States $ 595 $ 559 $ ( 2 ) $ 1,152

France 140 — — 140

Other 482 10 — 492

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

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Services Specialty

5 unchanged sentences

Net revenues $ 1,267 $ 453 $ ( 1 ) $ 1,719

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Services Specialty

5 unchanged sentences

Net revenues $ 1,117 $ 486 $ ( 2 ) $ 1,601

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

For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at March 31, 2025 was $ 3,224 .

The Company expects to recognize revenue on approximately 86 % of the remaining performance obligations over the next twelve months .

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 September 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 March 31, 2025 and December 31, 2024 are as follows:

allowances Contract

assets Contract

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

Balance at March 31, 2025 $ 1,356 $ 485 $ 634

Balance at December 31, 2024 1,444 453 590

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 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.

At March 31, 2025 and December 31, 2024, retentions receivable were $ 169 and $ 160 , respectively, while the portions that may not be received within one year were $ 40 and $ 38 , respectively.

GOODWILL AND INTANGIBLES

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:

The following table provides disclosure of goodwill by segment as of March 31, 2025 and December 31, 2024.

During 2025, the Company moved the HVAC business from the Safety Services segment to the Specialty Services segment, and segment-related amounts have been recast to reflect this adjustment as of the beginning of the period presented.

As a result of the reallocation of goodwill between reportable segments, the Company performed an impairment test for the impacted reporting unit pre-realignment and post-realignment and there was no impairment to be recorded.

See Note 17 – “Segment Information” for additional information.

The changes in the carrying amount of goodwill by reportable segment for the three months ended March 31, 2025 are as follows:

Services Specialty

3 unchanged sentences

Foreign currency translation and other, net (1)

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

Goodwill as of March 31, 2025 $ 2,707 $ 233 $ 2,940

(1) Other includes immaterial measurement period adjustments recorded during the three months ended March 31, 2025 related to acquisitions for which the measurement period was open during the three months ended March 31, 2025 (see Note 3 – "Business Combinations").

The Company’s identifiable intangible assets are comprised of the following as of March 31, 2025 and December 31, 2024:

March 31, 2025

Weighted Average Remaining

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Amortization expense recognized on identifiable intangible assets is as follows:

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

2024 2023 2024 2023

Three Months Ended March 31,

Cost of revenues $ 3 $ —

16 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 September 30, 2024 and December 31, 2023:

Fair Value Measurements at September 30, 2024

Fair Value Measurements at March 31, 2025

Financial assets:

1 unchanged sentence

Derivatives designated as hedge instruments

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

Cash flow hedges - foreign currency forward contracts — — — —

Net investment hedges - cross currency contracts — 18 — 18

Cash flow hedges –

Interest rate swaps $ — $ 11 $ — $ 11

Cross currency contracts — 12 — 12

Foreign currency forward contracts — — — —

Fair value hedges – cross currency contracts — 37 — 37

Net investment hedges – cross currency contracts — 23 — 23

Derivatives not designated as hedge instruments

2 unchanged sentences

Financial liabilities:

Derivatives designated as hedge instruments

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

Derivatives not designated as hedge instruments

6 unchanged sentences

Derivatives designated as hedge instruments

Cash flow hedges - interest rate swaps $ — $ 7 $ — $ 7

Cash flow hedges - cross currency contracts — 10 — 10

Cash flow hedges - foreign currency forward contracts — — — —

Net investment hedges - cross currency contracts — 20 — 20

Cash flow hedges –

Interest rate swaps $ — $ 25 $ — $ 25

Cross currency contracts — 14 — 14

Foreign currency forward contracts — — — —

Fair value hedges – cross currency contracts — 54 — 54

Net investment hedges – cross currency contracts — 28 — 28

Derivatives not designated as hedge instruments

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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.

This fair value measurement is based on unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy.

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.

1 unchanged sentence

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:

Nine Months Ended

September 30, 2024

Three Months Ended

March 31, 2025

Balance as of December 31, 2024 $ 13

Settlements ( 1 )

Balance as of September 30, 2024 $ 9

Balance as of March 31, 2025 $ 12

Number of open contingent consideration arrangements at the end of the period 8

Maximum potential payout at the end of the period $ 12

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

At March 31, 2025, the remaining open contingent consideration arrangements are set to expire at various dates through 2026.

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

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

The fair value adjustments and the related unobservable inputs were not considered significant for the three months ended March 31, 2025.

Fair value estimates

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The interest rates of the variable interest rate long-term debt instruments are generally reset monthly.

During the first quarter of 2024, the Company upsized the 2021 Term Loan by an aggregate principal amount equal to $ 300 .

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.

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Carrying Value Fair Value Carrying Value Fair Value

2021 Term Loan 2,157 2,146 2,157 2,155

2021 Term Loan 2,257 2,257 1,407 1,407

4.125 % Senior Notes

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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 September 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 March 31, 2025.

The following table presents the fair value of derivative instruments:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Outstanding Gross

15 unchanged sentences

Foreign currency forward contracts 109 2 1 77 — —

Total derivatives not designated as hedging instruments 109 1 — 73 — 1

Total derivatives $ 3,006 $ 85 $ 1 $ 3,004 $ 121 $ —

2 unchanged sentences

Derivatives Location of income (expense)

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

Cash flow hedging relationships:

Interest rate swaps Interest expense, net $ 9 $ 8

Cross currency contracts Investment expense (income) and other, net ( 4 ) 3

Cross currency contracts Interest expense, net 1 1

Foreign currency forward contracts Investment expense (income) and other, net — —

Fair value hedging relationships:

Cross currency contracts Investment expense (income) and other, net ( 26 ) 22

Cross currency contracts Interest expense, net 1 1

Net investment hedging relationships:

Cross currency contracts Interest expense, net 1 1

Not designated as hedging instruments:

Foreign currency forward contracts Investment expense (income) and other, net — —

Amount of income (expense) recognized in income

Derivatives Location of income (expense)

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

recognized in the condensed consolidated statements of operations Three Months Ended March 31,

Cash flow hedging relationships:

Interest rate swaps Interest expense, net $ 2 $ 9

Cross currency contracts Investment expense (income) and other, net ( 1 ) 1

Cross currency contracts Investment expense and other, net ( 5 ) 2

Cross currency contracts Interest expense, net 1 1

Foreign currency forward contracts Investment expense (income) and other, net — —

Foreign currency forward contracts Investment expense and other, net — —

Fair value hedging relationships:

Cross currency contracts Investment expense (income) and other, net ( 11 ) 1

Cross currency contracts Investment expense and other, net ( 17 ) 12

Cross currency contracts Interest expense, net ( 1 ) 1

2 unchanged sentences

Not designated as hedging instruments:

Foreign currency forward contracts Investment expense (income) and other, net — —

Foreign currency forward contracts Investment expense and other, net — —

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 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 income (expense) from derivatives designed to offset foreign currency exposure and recorded in investment expense and other, net were offset by foreign currency transaction gains and losses resulting in a net gain (loss) $ 0 for each of the three-month periods ended March 31, 2025 and 2024.

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

5 unchanged sentences

AOCI into income

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

Derivatives 2024 2023 2024 2023

Cash flow hedging relationships:

Interest rate swaps $ ( 20 ) $ 8 Interest expense, net $ 4 $ 4

Cross currency contracts 1 ( 2 ) Investment expense (income) and other, net ( 4 ) 3

Forward currency forward contracts — — Investment expense (income) and other, net — —

Fair value hedging relationships:

Cross currency contracts 3 ( 7 ) Investment expense (income) and other, net ( 25 ) 23

Net investment hedging relationships:

Cross currency contracts ( 5 ) 2 Interest expense, net ( 1 ) ( 1 )

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

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

Three Months Ended

March 31, Three Months Ended

Derivatives 2025 2024 2025 2024

1 unchanged sentence

Interest rate swaps $ ( 11 ) $ 11 Interest expense, net $ — $ 4

Cross currency contracts — ( 3 ) Investment expense (income) and other, net ( 1 ) 1

Forward currency forward contracts — — Investment expense (income) and other, net — —

Cross currency contracts 2 ( 1 ) Investment expense and other, net ( 5 ) 2

Forward currency forward contracts — — Investment expense and other, net — —

Fair value hedging relationships:

Cross currency contracts 3 ( 3 ) Investment expense (income) and other, net ( 10 ) 1

Cross currency contracts — — Investment expense and other, net ( 13 ) 13

Interest expense, net ( 2 ) —

Net investment hedging relationships:

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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 September 30, 2024, approximately $ 1 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 was amortized to interest expense on a straight-line basis through October 2024.

As of March 31, 2025, no unrealized pre-tax gains remained in AOCI.

The Company has an aggregate $ 720 notional amount interest rate swap ("2026 Interest Rate Swap") and aggregate $ 400 notional swaps ("2028 Interest Rate Swap"), each amended on May 19, 2023 in connection with the transition to the Secured Overnight Financing Rate ("SOFR").

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.

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").

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

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

As of 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.

As of March 31, 2025, the Company had $ 1,840 notional amount outstanding in the 2026 Interest Rate Swap, the 2028 Interest Rate Swap, and the 2029 Interest Rate Swap.

The Company has designated these swaps as cash flow hedges of the interest rate risk attributable to forecasted variable interest (SOFR) payments for its SOFR based term loan of $ 2,157 .

March 31, 2025, the weighted average fixed rate of interest on these swaps was approximately 3.52 %.

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

11 unchanged sentences

The Company has certain intercompany loans subject to changes in foreign currency exchange rates.

In January 2022, the Company entered into three cross-currency swaps each 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.

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.

In 2024, to hedge these exposures, the Company entered into a cross-currency swap maturing June 2029 and designated as a fair value hedge with gross notional U.S.

dollar equivalent of $ 16 in AUD.

In 2022, the Company entered into three cross-currency swaps with maturity dates of January 2027 and are designated as fair value hedges with gross notional U.S.

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

During the three months ended March 31, 2025, the Company amended its cross-currency swap designated as a fair value hedge and having an initial gross notional U.S.

dollar equivalent of $ 241 in CAD.

The Company terminated $ 61 CAD notional amount and dedesignated the terminated amount.

As a result, the Company reclassified a portion of losses totaling $ 2 from AOCI to interest expense, net in its condensed consolidated statements of operations.

The Company measures the effectiveness of fair value hedges on a spot-to-spot basis.

11 unchanged sentences

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.

Foreign currency contracts

1 unchanged sentence

These forward contracts are undesignated for hedge accounting purposes.

The changes in fair value of these contracts are recorded in investment expense (income) and other, net .

The changes in fair value of these contracts are recorded in investment expense and other, net .

PROPERTY AND EQUIPMENT, NET

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

(In Years) September 30,

The components of property and equipment as of March 31, 2025 and December 31, 2024 are as follows:

(In Years) March 31,

2025 December 31,

7 unchanged sentences

Property and equipment, net $ 372 $ 379

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 related to property and equipment, including finance leases, was $ 20 and $ 19 during the three months ended March 31, 2025 and 2024, respectively.

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

Debt obligations consist of the following:

Maturity Date September 30,

Maturity Date March 31,

2025 December 31,

Term loan facility

2019 Term Loan October 1, 2026 $ — $ 330

2021 Term Loan January 3, 2029 2,157 2,157

Revolving Credit Facility October 1, 2026 — —

Revolving Credit Facility January 3, 2027 — —

4.125 % Senior Notes

9 unchanged sentences

Term loan facility

During the second quarter of 2024, the Company completed its Sixth Amendment to its credit agreement, refinancing the 2021 Term Loan through an upsizing and repricing and repaying the 2019 Term Loan.

As of March 31, 2025, the Company had $ 2,157 of principal outstanding under the incremental term loan (the "2021 Term Loan") with a maturity date of January 3, 2029.

The interest rate applicable to the 2021 Term Loan is, at the Company's

option, either (1) a base rate plus an applicable margin equal to 0.75 % or (2) Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.75 %.

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

As of March 31, 2025 and December 31, 2024, the Company had no amounts outstanding under the Revolving Credit Facility, and $ 494 was available at March 31, 2025 and December 31, 2024, after giving effect to $ 6 of outstanding letters of credit.

During the first quarter of 2025, the Company completed its Seventh Amendment to its credit agreement, repricing the 2021 Term Loan.

The repricing reduced the applicable margin on the 2021 Term Loan by 25 basis points.

During 2024, the Company completed its Sixth Amendment to its credit agreement, refinancing the 2021 Term Loan through an upsizing and repricing and repaying the 2019 Term Loan.

The repricing reduced the applicable margin on the 2021 Term Loan by 50 basis points and removed the credit spread adjustment ("CSA").

1 unchanged sentence

The proceeds were used to repay the remaining $ 330 of the 2019 Term Loan, repay $ 100 of the Revolving Credit Facility outstanding, and for general corporate purposes, including to partially fund the Elevated acquisition.

During 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 .

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

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

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

As of 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 %.

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.

As of March 31, 2025 and December 31, 2024, the Company was in compliance with all applicable debt covenants.

Swap activity

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 %.

As of March 31, 2025, the Company had the 2026 Interest Rate Swap with $ 720 of notional value, exchanging one-month SOFR for a fixed rate of 3.59 % per annum and the 2028 Interest Rate Swap with aggregate $ 400 notional value, exchanging one-month SOFR for a rate of 3.41 %.

Accordingly, the Company's fixed interest rate per annum on the first swapped $ 400 notional value of the term loans is 5.16 % and the second swapped $ 720 notional value of the term loans is 5.34 % through their maturity.

The remaining $ 1,137 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.

The remaining $ 1,037 of the term loan balance will bear interest based on one-month SOFR plus 175 basis points, and the rate will fluctuate as SOFR fluctuates.

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

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

2 unchanged sentences

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 September 30, 2024 was $ 337 .

The balance as of March 31, 2025 was $ 337 .

4.750 % Senior Notes

1 unchanged sentence

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 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.

The balance as of March 31, 2025 was $ 277 .

The Company was in compliance with all covenants contained in the indentures for the 4.125 % Senior Notes and 4.750 % Senior Notes as of March 31, 2025, and December 31, 2024.

Other obligations

As of 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.

As of March 31, 2025 and December 31, 2024, the Company had $ 5 and $ 5 in notes outstanding, respectively, for working capital purposes and the acquisition of equipment and vehicles.

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 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 Company’s effective tax rate was 23.4 % and 28.0 % for the three months ended March 31, 2025, and 2024, respectively.

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

federal income tax rate of 21.0 % for the three 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.

federal income tax rate of 21.0 % for the three months ended March 31, 2025 and 2024 is due to nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, state taxes, and discrete items.

As of March 31, 2025, the Company’s deferred tax assets included a valuation allowance of $ 94 primarily related to certain net operating loss, capital loss, and tax credit carryforwards of the Company’s foreign subsidiaries.

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

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

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

As of March 31, 2025, the Company had gross federal, state, and foreign net operating loss carryforwards of approximately $ 1 , $ 21 , and $ 95 , respectively.

The state net operating losses have carryforward periods of five to twenty years and begin to expire in 2029.

1 unchanged sentence

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 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.

As of March 31, 2025, and December 31, 2024, the total gross unrecognized tax benefits were $ 10 and $ 9 , respectively.

The Company accrued gross interest and penalties as of March 31, 2025 and December 31, 2024 of $ 4 and $ 3 , respectively.

During the three months ended March 31, 2025 and 2024, the Company recognized net interest expense of less than $ 1 for both periods.

If all of the Company’s unrecognized tax benefits as of March 31, 2025 were recognized, $ 13 would impact the Company’s effective tax rate.

The Company expects $ 1 of unrecognized tax benefits to expire in the next twelve months due to lapses in the statute of limitations.

The Company files income tax returns in the U.S.

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

As of 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.

No adjustments have been proposed and the Company does not expect the results of the audits to have a material impact on the Interim Statements.

As of March 31, 2025, with few exceptions, neither the Company nor its subsidiaries are subject to examination prior to tax year 2015.

There are various other audits in state and foreign jurisdictions.

EMPLOYEE BENEFIT PLANS

1 unchanged sentence

The Company sponsors both funded and unfunded foreign defined benefit pension plans that cover a portion of the Company's employees, and the largest plans are closed to new participants and frozen for accrual of future service.

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

Three Months Ended September 30,

Service cost $ 1 $ 1

Interest cost 15 16

Expected return on plan assets ( 10 ) ( 19 )

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

Nine Months Ended September 30,

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

Three Months Ended March 31,

Service cost $ 1 $ 1

1 unchanged sentence

Expected return on plan assets ( 17 ) ( 15 )

Net periodic pension cost (benefit) $ 18 $ ( 6 )

Amortization of actuarial losses 5 5

Net periodic pension cost $ 5 $ 6

Multiemployer pension plans

3 unchanged sentences

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 $ 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.

Total consolidated contributions to multiemployer plans were $ 21 and $ 19 during the three months ended March 31, 2025 and 2024, respectively.

Profit sharing plans

1 unchanged sentence

not covered by collective bargaining agreements and a profit sharing plan for employees in Canada (collectively, “Profit Sharing Plans”).

The Profit Sharing Plans provide for annual discretionary contributions in amounts based on a performance grid as determined by the Company’s directors, which may be settled in shares of the Company's

common stock or in cash.

In connection with these plans, the Company recognized $ 9 and $ 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.

In connection with these plans, the Company recognized $ 9 and $ 6 in expense for shares distributed to eligible employees during the three months ended March 31, 2025 and 2024, respectively.

Employee stock purchase plan

4 unchanged sentences

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 $ 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.

The Company recognized $ 2 and $ 1 of expense during the three months ended March 31, 2025 and 2024, respectively.

RELATED-PARTY TRANSACTIONS

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.

The Company incurred advisory fees of $ 1 during both the three months ended March 31, 2025 and 2024, in each case payable to Mariposa Capital, LLC, an entity owned by a co-chair of the Company’s Board of Directors.

In addition, dividends for Series A Preferred Stock declared as of December 31, 2024 and December 31, 2023 were settled in 2,543,662 shares and 7,944,104 shares, respectively, issued during January 2025 and January 2024, respectively.

The shares were issued to Mariposa Acquisition IV, LLC, a related entity that is controlled by a co-chair of the Company's Board of Directors.

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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 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.

During the three months ended March 31, 2024, the Company issued dividends of 155,059 shares of common stock on the Series B Preferred Stock held by Viking Purchasers, with 70,798 shares declared in February 2024 and 84,261 shares declared in December 2023.

During the three months ended March 31, 2024, the Company executed an agreement with the Viking Purchasers which allowed the exercise of their right to convert all of their Series B Preferred Stock into common stock.

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

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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.

While it is not feasible to determine the outcome of any of these uncertainties, it is the opinion of

management that their outcomes will not have a material adverse effect on the financial position, results of operations, or cash flows of the Company.

Environmental obligations

The Company's operations are subject to environmental regulation by various authorities.

The Company has accrued for the costs of environmental remediation activities, including but not limited to, investigatory, remediation, operating and maintenance costs, and performance guarantees, and periodically reassess these amounts.

The Company has accrued for the costs of environmental remediation activities, including but not limited to investigatory, remediation, operating and maintenance costs, and performance guarantees, and periodically reassesses these amounts.

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

The outstanding liability for these obligations 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.

The outstanding liability for these obligations of $ 15 and $ 15 was included in other noncurrent liabilities as of March 31, 2025 and December 31, 2024, respectively.

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 September 30, 2024 ("Series A Preferred Stock").

The Company had 4,000,000 shares of Series A Preferred Stock issued and outstanding as of March 31, 2025 ("Series A Preferred Stock").

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

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.

The Company used net proceeds from this offering to finance a portion of the consideration for the Elevated acquisition and for general corporate purposes.

Stock Repurchases

During the first quarter of 2024, the Company's Board of Directors authorized a stock repurchase program ("SRP") to purchase up to an aggregate of $ 1,000 of shares of the Company's common stock.

During 2024, the Company's Board of Directors authorized a stock repurchase program ("SRP") to purchase up to an aggregate of $ 1,000 of shares of the Company's common stock.

This stock repurchase program is indefinite, unless otherwise modified or terminated by the Board of Directors at any time in its sole discretion.

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

During the three 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.

During the three months ended March 31, 2025 and 2024, the Company repurchased 2,063,715 and 16,260,160 shares of common stock for approximately $ 75 and $ 600 , respectively.

As of March 31, 2025, the Company had approximately $ 325 of authorized repurchases remaining under the SRP.

Redeemable Convertible Preferred Stock

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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.

On February 28, 2024, the Company entered into a Conversion and Repurchase Agreement with Juno Lower Holdings L.P.

During three months ended March 31, 2024, the Company entered into a Conversion and Repurchase Agreement with Juno Lower Holdings L.P.

("Juno Lower Holdings"), FD Juno Holdings L.P.

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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 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.

The Company declared a pro rata Series B Preferred Stock dividend of $ 7 , or 283,196 shares of common stock, during three months ended March 31,

2024 for the Series B Preferred Stock outstanding through February 28, 2024.

The Company declared a Series B Preferred Stock dividend of $ 11 or 337,044 shares of common stock in December 2023 and issued the shares in January 2024.

EARNINGS PER SHARE

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

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

2024 2023 2024 2023

Three Months Ended March 31,

Basic earnings per common share:

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Less income allocable to Series A Preferred Stock ( 4 ) —

Less income allocable to Series B Preferred Stock — ( 4 ) — ( 10 )

Less stock dividend attributable to Series B Preferred Stock — ( 7 )

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Restricted stock units, warrants, and stock options 1,043,167 —

Shares issuable upon conversion of Series B Preferred Shares — 32,520,000 — 32,520,000

Shares issuable pursuant to the Series A Preferred Stock dividend (2)

— 1,679,291 — 1,099,296

Weighted average shares outstanding - diluted 278,277,054 249,744,275

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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 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 .

For the three months ended March 31, 2024, the year-to-date impact of 125,000 stock options to purchase the same number of common shares.

For the three months ended March 31, 2024, 1,188,112 time-based, performance-based, and market-based restricted stock units.

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.

The Specialty Services segment provides a variety of infrastructure services and specialized industrial plant services, which include maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer, and telecommunications infrastructure.

The Company manages its operations under three operating segments which represent the Company’s two reportable segments:

Safety Services, comprised of the North American Life Safety and International Life Safety operating segments, and Specialty Services.

This structure is generally comprised of various businesses related to contracted services and maintenance of industrial and commercial facilities.

The segments have separate management and have results that are regularly reviewed by the Chief Executive Officer and President, who acts as the Company's Chief Operating Decision Maker (“CODM”), f or the purpose of allocating resources and evaluating performance, identifying them as separate reportable segments.

The Safety Services segment focuses on end-to-end integrated occupancy systems (fire protection services, elevator and escalator, and entry systems), including the design, installation, inspection and service of these integrated systems.

The work performed within this segment spans across industries and facilities and includes commercial, education, healthcare, high tech, industrial, and special-hazard settings in over 20 countries.

The Specialty Services segment provides a variety of infrastructure services and specialized industrial plant services, which includes maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer, and telecommunications infrastructure, as well as HVAC services.

This segment's services include engineering and design, fabrication, installation, maintenance service and repair, retrofitting and upgrading, pipeline infrastructure, access and road construction, supporting facilities, and performing ongoing integrity management and maintenance to customers within the energy industry.

Customers within this segment vary from private and public utilities, communications, healthcare, education, transportation, manufacturing, industrial plants, and governmental agencies throughout North America.

In January 2025, due to a change in the way the businesses are managed, the Company realigned its segments by moving the HVAC business from Safety Services to Specialty Services.

As a result, information for the HVAC business is combined with the Specialty Services segment within the information reviewed by the CODM.

The CODM began regularly reviewing financial information to allocate resources and assess performance utilizing these reorganized segments in January 2025.

As such, all segment-related prior period amounts in these financial statements have been recast to reflect this change as of the beginning of the earliest period presented.

The accounting policies of the reportable segments are the same as those described in Note 1 – “Basis of Presentation and Significant Accounting Policies.” All intercompany transactions and balances are eliminated in consolidation.

Intercompany revenues and costs between entities within a reportable segment are eliminated to arrive at segment totals, and eliminations between segments are separately presented.

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 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 September 30, 2024

Segment earnings is the measure of profitability used by the CODM to manage the segments and, accordingly, in segment reporting.

Segment earnings is defined as earnings before interest, taxes, depreciation, and amortization and after adjustments for non-recurring items.

Adjustments include expenses that management deems are non-recurring in nature and not indicative of the Company’s core operating results.

These adjustments include business transformation and other expenses for the integration of acquired businesses, the impact and results of businesses classified as held-for-sale and divested, and one-time and other events such as impairment charges, restructuring costs, transaction and other costs related to acquisitions, amortization of intangible assets, and non-service pension cost or benefit.

The CODM establishes budgets for the segments, including growth of segment earnings.

The CODM considers segment earnings budget-to-actual variances when making decisions about allocating capital to the segments.

Segment earnings is also used in the compensation of certain employees and to assess the performance of each segment by regularly comparing the results of each segment with forecasted amounts.

The CODM uses segment earnings to evaluate its performance, both internally and as compared with its peers, because it excludes certain items that may not be indicative of the Company’s core operating results for its reportable segments.

Summarized financial information for the Company’s reportable segments are presented and reconciled to consolidated financial information in the following tables, including a reconciliation of segment earnings to income before income taxes:

Three Months Ended March 31, 2025

Services Specialty

Services Corporate and

Eliminations Consolidated

Services Total

Revenues from external customers $ 1,267 $ 452 $ 1,719

Intersegment revenues — 1 1

Net revenues 1,267 453 1,720

EBITDA Reconciliation

Operating income (loss) $ 148 $ 40 $ ( 46 ) $ 142

Investment (expense) income and other, net ( 2 ) 2 ( 1 ) ( 1 )

Reconciliation of revenue:

Elimination of intersegment revenues ( 1 )

Total consolidated revenues $ 1,719

Segment cost of revenues (b)

Segment operating expenses (c)

Segment other income/expense — 4

Depreciation 8 11

Amortization 42 13 1 56

EBITDA $ 197 $ 66 $ ( 45 ) $ 218

Total assets $ 6,605 $ 1,168 $ 472 $ 8,245

Capital expenditures 8 12 2 22

Three Months Ended September 30, 2023

Services Specialty

Services Corporate and

Eliminations Consolidated

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

EBITDA Reconciliation

Operating income (loss) $ 98 $ 43 $ ( 37 ) $ 104

Investment income and other, net 5 1 1 7

Segment earnings $ 199 $ 29 $ 228

Reconciliation of profit/(loss):

Corporate/other profit/(loss) (d)

Interest income/(expense) ( 38 )

Depreciation ( 20 )

Amortization ( 60 )

EBITDA $ 153 $ 70 $ ( 35 ) $ 188

Contingent consideration and compensation ( 1 )

Non-service pension cost

Systems and business enablement

Business process transformation expenses ( 4 )

Acquisition related expenses ( 3 )

Restructuring program related costs ( 3 )

Income before income taxes $ 46

Asset information:

Total assets $ 6,320 $ 1,279 $ 7,599

Capital expenditures 5 6 11

Nine Months Ended September 30, 2024

(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Intersegment expenses are included within the amounts shown and amortization expense is excluded from the amounts shown.

(b) Segment cost of revenues consists of costs such as direct labor, materials, subcontract costs and indirect costs related to contract performance, adjusted for non-recurring items.

(c) Segment operating expenses consist primarily of compensation and associated costs for sales and corporate marketing, administrative expenses associated with accounting, finance, legal, information systems, leadership development, and other corporate expenses, adjusted for non-recurring items.

(d) Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.

Three Months Ended March 31, 2024

Services Specialty

Services Corporate and

Eliminations Consolidated

Services Total

Revenues from external customers $ 1,117 $ 484 $ 1,601

Intersegment revenues — 2 2

Net revenues $ 1,117 $ 486 $ 1,603

EBITDA Reconciliation

Operating income (loss) $ 412 $ 82 $ ( 126 ) $ 368

Investment (expense) income and other, net ( 12 ) 7 ( 1 ) ( 6 )

Reconciliation of revenue:

Elimination of intersegment revenues ( 2 )

Total consolidated revenues $ 1,601

Segment cost of revenues (b)

Segment operating expenses (c)

Segment other income/expense ( 2 ) 2

Depreciation 7 12

Amortization 120 39 2 161

EBITDA $ 544 $ 161 $ ( 122 ) $ 583

Total assets $ 6,605 $ 1,168 $ 472 $ 8,245

Capital expenditures 19 35 12 66

Nine Months Ended September 30, 2023

Services Specialty

Services Corporate and

Eliminations Consolidated

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

EBITDA Reconciliation

Operating income (loss) $ 292 $ 84 $ ( 92 ) $ 284

Investment income and other, net 11 6 1 18

Loss on extinguishment of debt, net — — ( 3 ) ( 3 )

Segment earnings $ 165 $ 43 $ 208

Reconciliation of profit/(loss):

Corporate/other profit/(loss) (d)

Interest income/(expense) ( 34 )

Depreciation ( 19 )

Amortization ( 50 )

EBITDA $ 449 $ 166 $ ( 90 ) $ 525

Contingent consideration and compensation ( 2 )

Non-service pension cost

Systems and business enablement

Business process transformation expenses ( 6 )

Acquisition related expenses ( 1 )

Restructuring program related costs ( 5 )

Income before income taxes $ 63

Asset information:

Total assets $ 5,460 $ 1,321 $ 6,781

Capital expenditures 5 10 15

(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Intersegment expenses are included within the amounts shown and amortization expense is excluded from the amounts shown.

(b) Segment cost of revenues consists of costs such as direct labor, materials, subcontract costs and indirect costs related to contract performance, adjusted for non-recurring items.

(d) Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.

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 .

In April 2025, the Company announced that its Board of Directors has authorized a new share repurchase program to purchase up to $ 1,000 of shares of the Company’s common stock.

The timing, amount and manner of any repurchases under the new repurchase program will be determined at the discretion of the Company’s leadership based on a number of factors, including the availability of capital, capital allocation alternatives, and market conditions for the Company’s common stock.

The share repurchase program is open-ended and does not require the Company to acquire any specific number of shares.

It may be modified, suspended, extended, or terminated by the Company at any time without prior notice and may be executed through open-market purchases, privately negotiated transactions or otherwise, and the Company may enter into Rule 10b5-1 trading plans in connection with such repurchases.

This new authorization replaces the Company’s previous share repurchase authorization announced in February of last year.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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• our beliefs regarding procurement challenges and the nature of our contractual arrangements and renewal rates and their impact on our future financial results;

• our beliefs regarding our acquisition platform and ability to execute on and successfully integrate strategic acquisitions;

• our beliefs regarding our acquisition platform and ability to execute and successfully integrate strategic acquisitions;

• our beliefs regarding the future demand for our services, the seasonal and cyclical volatility of our business, financial condition, results of operations, and cash flows;

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• our expectations and beliefs regarding accounting and tax matters;

• our beliefs regarding the effectiveness of the steps taken to remediate previously reported material weaknesses in our internal control over financial reporting and the timing of remediation;

• our beliefs regarding the effectiveness of the steps taken to remediate previously reported material weaknesses in our internal control over financial reporting;

• our expectations regarding future capital expenditures;

• our expectations regarding maintaining our profit margins;

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

• our expectations regarding future pension contributions;

• our expectations regarding our acquisitions, including the operational challenges and the expected benefits of acquisitions and future growth, expansion, cross-selling and other value creation opportunities;

• 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.

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.

These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this quarterly report and in our Annual Report on Form 10-K, filed on February 26, 2025, including those described under “Cautionary Note Regarding Forward Looking Statements” and “Risk Factors” in such Form 10-K, and other filings we make with the SEC.

In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this quarterly report may not occur, and actual results could differ materially and

adversely from those anticipated or implied in the forward-looking statements.

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

• our decentralized business model which subjects us to various risks which may impact our ability to execute on our business strategies and integrated policies and processes;

• our participation in joint ventures which presents certain risks, including risks of harm to our reputation for failures of our joint venture partners;

• expansion of our international operations which subjects us to economic, political, and other risks;

• improperly managed projects or project delays that may result in additional costs on claims against us;

• our business strategy, which relies on our ability to successfully acquire other businesses, and integrate acquired businesses into our operations, and our inability to do so could adversely affect our business and results of operations;

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

• 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;

• we operate in international markets, which subjects us to economic, political, and other risks;

• we may not implement our new enterprise resource planning systems successfully, on time and on budget;

• improperly managed projects or project delays may result in additional costs on claims against us;

• we are a decentralized company and place significant decision-making authority with our subsidiaries’ management, supported by certain integrated policies and processes;

• as part of our business strategy, we rely on our ability to successfully acquire other businesses, and integrate acquired businesses into our operations, and our inability to do so could adversely affect our business and results of operations;

• higher interest rates increase the interest costs on our credit facilities and on our other floating rate indebtedness and could impact adversely our ability to refinance existing indebtedness or to sell assets;

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

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

• we have a significant amount of goodwill and identifiable intangible assets that are subject to impairment in the future under certain circumstances;

• any shortfalls in our remediation of the material weaknesses in our internal controls over financial reporting, or in our implementation and maintenance of effective controls, creates certain risks;

• our substantial level of indebtedness, and the associated compliance obligations contained in the financial maintenance covenants in our credit facilities and restrictions on our operations set forth in our Credit Agreement, increases the potential negative impact of interest rate increases and creates risks to our cash flow and operating flexibility;

• we are effectively self-insured against many potential liabilities, which makes estimating our future expenses for claims difficult and which increases the financial risks associated with the realization of such potential liabilities;

• any shortfalls in our operation and maintenance of effective controls over financial reporting creates certain risks;

• our level of indebtedness, and the associated compliance obligations contained in the financial maintenance covenants in our credit facilities and restrictions on our operations set forth in the Credit Agreement (as later defined), increases the potential negative impact of interest rate increases and creates risks to our cash flow and operating flexibility;

• we are self-insured against many potential liabilities, which makes estimating our future expenses for claims difficult and which increases the financial risks associated with the realization of such potential liabilities;

• we may not accurately estimate the costs associated with services provided under fixed price contracts;

• a portion of our contracts allocate the risks of price increases, or reductions in the supply, of the materials we use in our business to us;

• our contracts portfolio contains many highly-regulated government contracts and guaranties of subsidiary contracts, which present elevated risks in the event of contract breach;

• our contracts portfolio contains many highly-regulated government contracts and guaranties of subsidiary contracts, which present elevated risks in the event of contract breach, as well as elevated risks in the event of changes in spending or budgetary priorities, or delays in contract awards;

• our contracts portfolio is primarily comprised of contracts with durations of less than six months, many of which are subject to reduction or cancellation, which present risks that turn on our ability to maintain a stable pipeline of projects;

• we maintain a workforce based upon current and anticipated workloads.

We could incur significant costs and reduced profitability from underutilization of our workforce if we do not receive future contract awards, if contract awards are delayed, or if there is a significant reduction in the level of services we provide.

Additionally, shortages of skilled labor could impede our ability to provide timely, cost-effective services to our customers;

• a large portion of our workforce is covered by collective bargaining agreements, works council arrangements and benefit pension plans, which limits our discretion in the management of covered employees, carries a risk of strikes or other concerted activities that may impair our operations, subjects us to potential works council claims and litigation and imposes obligations to fund certain pension plans;

• we are vulnerable to the economic conditions affecting the industries we serve, including the construction industry and the energy sector, which present risks of a decline in demand for our services or in the financial condition of our customers and their ability and willingness to invest in infrastructure projects;

• we often perform our services under dangerous and challenging conditions, which presents substantial risks of injury and associated liability;

• we face regular litigation in our business across a broad range of claims, including costs related to damages we may be assessed relating to our contractual obligations or as a result of product liability claims against our customers;

• we are governed by many health, safety and environmental laws and regulations, which presents significant risks associated with compliance deficiencies;

• we are vulnerable to the economic conditions affecting the industries we serve, including the construction and technology industries, the energy sector, and data centers, which present risks of a decline in demand

for our services or in the financial condition of our customers and their ability and willingness to invest in infrastructure projects;

• a portion of our expected future growth is based on the ability and willingness of public and private entities to invest in infrastructure;

• our business is subject to operational hazards due to the nature of services we provide and the conditions in which we operate, including some factors which may be outside of our control, including electricity, fires, explosions, mechanical failures and weather-related incidents;

• in our business we face regular litigation across a broad range of claims, including health, safety, and environmental regulation proceedings, as well as costs related to damages we may be assessed relating to our contractual obligations, or as a result of product liability claims against our customers;

• certain of the markets we serve are seasonal, and our projects can be negatively impacted by poor or extreme weather;

• we operate as a holding company, and as such rely on our subsidiaries to provide cash for our operations and obligations, including distributions and dividends, if any;

• we have outstanding equity instruments that require us to issue additional shares of common stock in the future and we may issue additional preferred stock or make other changes to our ownership structure to generate additional capital.

These activities may dilute your ownership interests and, among other reasons, reduce the value of our common stock;

• as part of our incorporation and bylaws in Delaware, we are subject to certain provisions that limit stockholders' actions;

• we maintain confidential data and information which exposes us to risks associated with cybersecurity incidents and compliance with data privacy and security laws, identity protection and information security;

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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