What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-07-31 compared with 2025-05-01 · 355 added, 170 removed, 814 unchanged (39% of the section changed)

6 unchanged sentences

Cash and cash equivalents $ 432 $ 499

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

Accounts receivable, net of allowances of $ 13 and $ 9 at June 30, 2025 and December 31, 2024, respectively

Inventories 154 143

31 unchanged sentences

7,000,000 authorized shares;

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

4,000,000 shares issued and outstanding at June 30, 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)

1,000,000,000 authorized shares and 500,000,000 authorized shares at June 30, 2025 and December 31, 2024, respectively;

415,324,653 shares and 412,167,491 shares issued at June 30, 2025 and December 31, 2024, respectively (excluding 11,916,156 shares declared for stock dividend at December 31, 2024)

Additional paid-in capital 3,262 3,305

7 unchanged sentences

(In millions, except per share amounts)

Three Months Ended March 31,

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

2025 2024 2025 2024

Net revenues $ 1,990 $ 1,730 $ 3,709 $ 3,331

4 unchanged sentences

Interest expense, net 37 35 75 69

Investment expense and other, net — 3

Investment (income) expense and other, net ( 2 ) 2 ( 2 ) 5

Other expense, net 35 37 73 74

17 unchanged sentences

(In millions)

Three Months Ended March 31,

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

2025 2024 2025 2024

Net income $ 77 $ 69 $ 112 $ 114

1 unchanged sentence

Fair value change - derivatives, net of tax benefit (expense) of $ 8 , $( 1 ), $ 12 , and $( 6 ), respectively

( 26 ) 4 ( 38 ) 17

Foreign currency translation adjustment 128 ( 1 ) 187 ( 43 )

20 unchanged sentences

Balance, March 31, 2025 4,000,000 $ — 415,259,934 $ — $ 3,252 $ 250 $ ( 520 ) $ 2,982

Net income — — — — — 77 — 77

Fair value change - derivatives — — — — — — ( 26 ) ( 26 )

Foreign currency translation adjustment — — — — — — 128 128

Share-based compensation and other, net — — 64,719 — 10 — — 10

Balance, June 30, 2025 4,000,000 $ — 415,324,653 $ — $ 3,262 $ 327 $ ( 418 ) $ 3,171

Preferred Stock Issued

17 unchanged sentences

Balance, March 31, 2024 4,000,000 $ — 392,455,428 $ — $ 2,814 $ 10 $ ( 523 ) $ 2,301

Net income — — — — — 69 — 69

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

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

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

Issuance of common shares — — 18,975,000 — 458 — — 458

Share-based compensation and other, net — — 49,053 — 8 — — 8

Balance, June 30, 2024 4,000,000 $ — 411,479,481 $ — $ 3,280 $ 79 $ ( 524 ) $ 2,835

See notes to condensed consolidated financial statements.

2 unchanged sentences

(In millions)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

4 unchanged sentences

Restructuring charges, net of cash paid ( 2 ) ( 10 )

Deferred taxes ( 1 ) ( 1 )

Share-based compensation expense 21 17

19 unchanged sentences

Cash flows from financing activities:

Net short-term debt — 100

Proceeds from long-term borrowings — 850

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 ( 20 ) ( 11 )

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

Other financing activities — ( 4 )

Net cash (used in) provided by financing activities ( 101 ) 357

Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash 28 ( 5 )

21 unchanged sentences

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.

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

It is recommended that these Interim Statements be read in conjunction with the Company’s audited annual consolidated financial statements and accompanying footnotes thereto for the year ended December 31, 2024.

5 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 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 Company exercises control over one joint venture that is consolidated into the Company's financial statements and the results for that joint venture for the three and six months ended June 30, 2025 and 2024 were immaterial.

The Company’s share of earnings from the non-consolidated joint ventures was $ 5 and $ 2 during the three months ended June 30, 2025 and 2024, respectively, and $ 8 and $ 4 during the six months ended June 30, 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.

The investment balances were $ 1 and $ 4 as of June 30, 2025 and December 31, 2024, respectively, and are recorded within other assets in the condensed consolidated balance sheets.

On June 30, 2025, the Company executed a three-for-two stock split by a payment of a stock dividend of one-half of one share of common stock for each share of common stock.

The Company retained the current par value of $ 0.0001 per share for all common shares.

All references to the number of shares outstanding, issued shares, and per share amounts of the Company’s common shares have been restated to reflect the effect of the stock split for all periods presented in the Company’s accompanying condensed consolidated financial statements and footnotes thereto.

RECENT ACCOUNTING PRONOUNCEMENTS

6 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 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.

2 unchanged sentences

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.

During the six months ended June 30, 2025, the Company completed seven acquisitions for aggregated consideration transferred of $ 128 , made up of cash paid at closing of $ 106 , cash deposited into escrow of $ 13 , and accrued consideration of $ 9 .

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.

2025 Acquisitions

Cash paid at closing $ 106

Cash deposited into escrow 13

Accrued consideration 9

Total net consideration $ 128

Cash and cash equivalents $ 8

Accounts receivable 14

Property and equipment 1

Intangible assets 51

Accounts payable ( 4 )

Other accrued liabilities ( 21 )

Contract liabilities ( 2 )

Net assets acquired $ 128

The Company has not finalized its accounting for any of the acquisitions completed during 2025 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 $ 73 .

2024 Acquisitions

Elevated acquisition

3 unchanged sentences

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:

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

Cash paid at closing $ 572

13 unchanged sentences

Deferred tax liabilities ( 49 )

Other noncurrent liabilities ( 6 )

Net assets acquired $ 578

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

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

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

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

The Company finalized its accounting for the Elevated acquisition during the six months ended June 30, 2025.

The total amount of goodwill from the Elevated acquisition expected to be deductible for tax purposes is $ 19 .

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

10 unchanged sentences

During 2024, the Company completed nine individually immaterial acquisitions for aggregate consideration transferred of $ 77 , made up of cash paid at closing of $ 63 and accrued consideration of $ 14 .

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

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

The results of operations of

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

The Company has not finalized its accounting for acquisitions A24, B24, C24, and two of the immaterial acquisitions completed during 2024, and will make appropriate adjustments to the purchase price allocation prior to completion of the measurement periods, as required.

Based on preliminary estimates, the total amount of goodwill from acquisitions expected

to be deductible for tax purposes is $ 84 .

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

Acquisition A24 Acquisition B24 Acquisition C24 Other 2024 acquisitions

15 unchanged sentences

Net assets acquired $ 33 $ 101 $ 33 $ 77

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.

For the three months ended June 30, 2025, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months was $ 112 and $ 2 , respectively.

For the six months ended June 30, 2025, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months was $ 210 and $ 3 , respectively

Accrued consideration

5 unchanged sentences

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

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

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

The total contingent compensation arrangement liability was $ 2 and $ 0 as of June 30, 2025 and December 31, 2024, respectively.

The maximum payout of these arrangements upon completion of the future performance periods was $ 16 and $ 2 , inclusive of the $ 2 and $ 0 , accrued as of June 30, 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 $ 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.

The total liability for deferred payments was $ 37 and $ 28 as of June 30, 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

During 2022, the Company announced its multi-year Chubb restructuring program designed to drive efficiencies and synergies and optimize operating margin.

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

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

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

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

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

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

The Chubb restructuring program included expenses related to workforce reductions, lease termination costs, and other facility rationalization costs.

As of June 30, 2025, the Chubb restructuring program has ended and no additional expenses are expected.

During the six months ended June 30, 2025 the Company incurred no pre-tax restructuring costs within the Safety Services segment in connection with the Chubb restructuring program.

As of June 30, 2025, the Company had $ 16 in restructuring liabilities recorded in other accrued liabilities on the condensed consolidated balance sheets for this plan.

In addition, the Company has incurred $ 3 of related costs during the six months ended June 30, 2025, which include lease impairment charges, asset write-downs, and consulting fees.

For the restructuring program, employee-related costs consist of termination benefits provided to employees who have been involuntarily terminated and voluntary early retirement benefits.

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

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

The following tables summarize the Company's restructuring liabilities for the six months ended June 30, 2025 and 2024:

December 31, 2024 $ 15

Payments ( 4 )

March 31, 2025 $ 11

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

Currency translation adjustment 1

June 30, 2025 $ 16

In addition to the costs noted above, the Company incurred no asset write-down costs for the three and six months ended June 30, 2025.

The Company incurred program related costs of $ 1 and $ 3 for the three and six months ended June 30, 2025.

December 31, 2023 $ 32

1 unchanged sentence

Currency translation adjustment ( 1 )

March 31, 2024 $ 24

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

June 30, 2024 $ 22

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

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

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

As such, prior period amounts in this table have been recast to reflect the current period presentation.

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

Disaggregated net revenues information is as follows:

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Services Specialty

2 unchanged sentences

Infrastructure/Utility — 256 256

Fabrication — 99 99

Specialty Contracting — 274 274

Corporate and Eliminations — — ( 1 )

Net revenues $ 1,362 $ 629 $ 1,990

Three Months Ended June 30, 2024

Services Specialty

Services Consolidated

Life Safety $ 1,176 $ — $ 1,176

Infrastructure/Utility — 246 246

Fabrication — 63 63

Specialty Contracting — 246 246

Corporate and Eliminations — — ( 1 )

Net revenues $ 1,176 $ 555 $ 1,730

Six Months Ended June 30, 2025

Services Specialty

Services Consolidated

Life Safety $ 2,629 $ — $ 2,629

Infrastructure/Utility — 441 441

Fabrication and Distribution — 169 169

2 unchanged sentences

Net revenues $ 2,629 $ 1,082 $ 3,709

Three Months Ended March 31, 2024

Six Months Ended June 30, 2024

Services Specialty

6 unchanged sentences

Net revenues $ 2,293 $ 1,041 $ 3,331

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Services Specialty

5 unchanged sentences

Net revenues $ 1,362 $ 629 $ ( 1 ) $ 1,990

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Services Specialty

5 unchanged sentences

Net revenues $ 1,176 $ 555 $ ( 1 ) $ 1,730

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

Six Months Ended June 30, 2025

Services Specialty

Services Corporate and

Eliminations Consolidated

United States $ 1,301 $ 1,082 $ ( 2 ) $ 2,381

France 333 — — 333

Other 995 — — 995

Net revenues $ 2,629 $ 1,082 $ ( 2 ) $ 3,709

Six Months Ended June 30, 2024

Services Specialty

Services Corporate and

Eliminations Consolidated

United States $ 1,004 $ 1,036 $ ( 3 ) $ 2,037

France 319 — — 319

Other 970 5 — 975

Net revenues $ 2,293 $ 1,041 $ ( 3 ) $ 3,331

For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at June 30, 2025 was $ 3,808 .

The Company expects to recognize revenue on approximately 80 % 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 March 31, 2025 and December 31, 2024 are as follows:

The balances of accounts receivable, net of allowances, contract assets, and contract liabilities from contracts with customers as of June 30, 2025 and December 31, 2024 are as follows:

allowances Contract

assets Contract

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

Balance at June 30, 2025 $ 1,510 $ 542 $ 644

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 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.

At June 30, 2025 and December 31, 2024, retentions receivable were $ 166 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 March 31, 2025 and December 31, 2024.

The following table provides disclosure of goodwill by segment as of June 30, 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.

1 unchanged sentence

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:

The changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2025 are as follows:

Services Specialty

3 unchanged sentences

Foreign currency translation and other, net (1)

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

Goodwill as of June 30, 2025 $ 2,890 $ 236 $ 3,126

(1) Other includes immaterial measurement period adjustments recorded during the six months ended June 30, 2025 related to acquisitions for which the measurement period was open during the six months ended June 30, 2025 (see Note 3 – "Business Combinations").

The Company’s identifiable intangible assets are comprised of the following as of June 30, 2025 and December 31, 2024:

June 30, 2025

Weighted Average Remaining

18 unchanged sentences

Amortization expense recognized on identifiable intangible assets is as follows:

Three Months Ended March 31,

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

2025 2024 2025 2024

Cost of revenues $ 4 $ 3 $ 7 $ 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 March 31, 2025 and December 31, 2024:

Fair Value Measurements at March 31, 2025

Fair Value Measurements at June 30, 2025

Financial assets:

11 unchanged sentences

Financial liabilities:

Derivatives designated as hedge instruments

Fair value hedges – cross currency contracts $ — $ ( 8 ) $ — $ ( 8 )

Net investment hedges – cross currency contracts $ — $ ( 8 ) $ — $ ( 8 )

Derivatives not designated as hedge instruments

25 unchanged sentences

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.

This analysis reflects the contractual terms of the purchase agreements (e.g., potential payment amounts, length of measurement periods, manner of calculating any amounts due) and utilizes assumptions with regard to future cash flows, probabilities of achieving such future cash flows, and a discount rate.

Depending on the contractual terms of the purchase agreement, the probabilities of achieving future cash flows or earnings generally represent the only significant unobservable inputs.

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:

Three Months Ended

March 31, 2025

Six Months Ended

June 30, 2025

Balance as of December 31, 2024 $ 13

Settlements ( 1 )

Balance as of March 31, 2025 $ 12

Balance as of June 30, 2025 $ 17

Number of open contingent consideration arrangements at the end of the period 11

Maximum potential payout at the end of the period $ 17

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

At June 30, 2025, the remaining open contingent consideration arrangements are set to expire at various dates through 2026.

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

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

The fair value adjustments and the related unobservable inputs were not considered significant for the three and six months ended June 30, 2025.

Fair value estimates

2 unchanged sentences

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Carrying Value Fair Value Carrying Value Fair Value

12 unchanged sentences

The Company is exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts, cross currency swaps, and interest rate swap agreements.

The Company monitors its exposure to credit risk by using credit approvals and credit limits and by selecting major global banks and financial institutions as counterparties.

The Company monitors its exposure to credit risk by using credit approvals and credit limits and by selecting major global banks and financial institutions as

counterparties.

The Company does not enter into derivative transactions for trading purposes, and is not party to any derivatives that require collateral to be posted prior to settlement.

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

These arrangements do not call for collateral and no cash collateral had been received or pledged related to the underlying derivatives as of March 31, 2025.

These arrangements do not call for collateral and no cash collateral had been received or pledged related to the underlying derivatives as of June 30, 2025.

The following table presents the fair value of derivative instruments:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Outstanding Gross

19 unchanged sentences

Derivatives Location of (income) expense

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

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

Cash flow hedging relationships:

Interest rate swaps Interest expense, net $ 7 $ ( 9 )

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

Cross currency contracts Investment (income) expense and other, net 9 ( 1 )

Cross currency contracts Interest expense, net 2 ( 1 )

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

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

Fair value hedging relationships:

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

Cross currency contracts Investment (income) expense and other, net 44 ( 3 )

Cross currency contracts Interest expense, net ( 2 ) —

2 unchanged sentences

Not designated as hedging instruments:

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

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

Amount of (income) expense recognized in income

Derivatives Location of (income) expense

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

Cash flow hedging relationships:

Interest rate swaps Interest expense, net $ 5 $ ( 18 )

Cross currency contracts Investment (income) expense and other, net 14 ( 3 )

Cross currency contracts Interest expense, net 1 ( 1 )

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

Fair value hedging relationships:

Cross currency contracts Investment (income) expense and other, net 61 ( 15 )

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

Net investment hedging relationships:

Cross currency contracts Interest expense, net 2 ( 2 )

Not designated as hedging instruments:

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

Currency Effects

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

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

The (income) expense from derivatives designed to offset foreign currency exposure and recorded in investment (income) expense and other, net were offset by foreign currency transaction gains and losses resulting in a net (gain) loss of $( 1 ) and $ 1 for each of the three months ended June 30, 2025 and 2024, respectively, and $( 1 ) and $ 2 for the six months ended June 30, 2025 and 2024, respectively.

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

Amount of (gain) loss

4 unchanged sentences

AOCI into income

Three Months Ended

March 31, Three Months Ended

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

Derivatives 2025 2024 2025 2024

1 unchanged sentence

Interest rate swaps $ 7 $ ( 1 ) Interest expense, net $ — $ ( 4 )

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

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

Cross currency contracts — ( 1 ) Investment (income) expense and other, net 9 ( 1 )

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

Fair value hedging relationships:

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

Cross currency contracts ( 1 ) — Investment (income) expense and other, net 47 ( 3 )

Interest expense, net — —

1 unchanged sentence

Cross currency contracts 20 ( 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

Six Months Ended

June 30, Six Months Ended

Derivatives 2025 2024 2025 2024

Cash flow hedging relationships:

Interest rate swaps $ 18 $ ( 13 ) Interest expense, net $ — $ ( 8 )

Cross currency contracts ( 2 ) — Investment (income) expense and other, net 14 ( 3 )

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

Fair value hedging relationships:

Cross currency contracts ( 1 ) ( 1 ) Investment (income) expense and other, net 60 ( 15 )

Interest expense, net 2 —

Net investment hedging relationships:

Cross currency contracts 23 ( 4 ) Interest expense, net — —

Cash flow hedges

5 unchanged sentences

The Company elected a method that does not require continuous evaluation of hedge effectiveness.

During 2022, the Company terminated the previously outstanding $ 720 notional amount interest rate swap with a maturity date in October 2024 ("2024 Interest Rate Swap").

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

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

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

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

Refer to Note 10 – "Debt" for additional information.

The Company has an aggregate $ 720 notional amount interest rate swap ("2026 Interest Rate Swap") and aggregate $ 400 notional swaps ("2028 Interest Rate Swap").

The 2026 Interest Rate Swap exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.59 % over the term of the agreement, which matures in October 2026.

2 unchanged sentences

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

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

As of June 30, 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.

As of June 30, 2025, the weighted average fixed rate of interest on these swaps was approximately 3.52 %.

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

Cross-currency swaps

9 unchanged sentences

Fair value hedges

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

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

dollar equivalent of $ 16 in AUD.

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

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

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

dollar equivalent of $ 241 in CAD.

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

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

The Company uses cross-currency swaps designated as fair value hedges to manage exposure from intercompany loans subject to foreign exchange risks.

In 2024, a AUD swap ($ 16 USD equivalent, maturing June 2029) was added to the existing GBP, CAD, and EUR swaps (totaling $ 721 USD equivalent, maturing January 2027).

In the first half of 2025, the Company partially terminated its CAD swap, resulting in the reclassification of 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.

4 unchanged sentences

The Company has net investments in foreign subsidiaries subject to changes in foreign currency exchange rates.

During 2021, the Company entered into a $ 230 notional foreign currency swap designated as a net investment hedge for a portion of the Company’s net investments in Euro-denominated subsidiaries.

Gains and losses resulting from a change in fair value of the net investment hedge are offset by gains and losses on the underlying foreign currency exposure and are included in AOCI in the condensed consolidated balance sheets.

During 2021, the Company amended the critical terms of the foreign currency swap by extending the maturity date to July 2029 and modifying the U.S.

During the three months ended June 30, 2025, the Company entered into a $ 701 notional foreign currency swap designated as a net investment hedge ("2025 net investment hedge") for a portion of the Company’s net investments in Euro-denominated subsidiaries.

In 2021, the Company entered into a $ 230 notional foreign currency swap designated as a net investment hedge

("2021 net investment hedge") for a portion of the Company’s net investments in Euro-denominated subsidiaries.

Gains and losses resulting from a change in fair value of the net investment hedges are offset by gains and losses on the underlying foreign currency exposure and are included in AOCI in the condensed consolidated balance sheets.

In 2021, the Company amended the critical terms of the 2021 net investment hedge by extending the maturity date to July 2029 and modifying the U.S.

dollar and Euro coupons.

1 unchanged sentence

The initial net investment hedge was dedesignated.

The amended net investment hedge reduces the Company’s interest expense by approximately $ 3 annually and reduces its overall effective interest rate by approximately 24 basis points.

The fair value previously recognized in AOCI related to interest rate movements of the dedesignated swap is being amortized to interest expense on a straight-line basis through the third quarter of 2029 and reduces the Company's interest expense by approximately $ 1 annually.

Foreign currency contracts

3 unchanged sentences

PROPERTY AND EQUIPMENT, NET

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

(In Years) March 31,

The components of property and equipment as of June 30, 2025 and December 31, 2024 are as follows:

(In Years) June 30,

2025 December 31,

7 unchanged sentences

Property and equipment, net $ 382 $ 379

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

Depreciation expense related to property and equipment, including finance leases, was $ 22 and $ 20 during the three months ended June 30, 2025 and 2024, and $ 42 and $ 39 during the six months ended June 30, 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 March 31,

Maturity Date June 30,

2025 December 31,

1 unchanged sentence

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

Revolving Credit Facility January 3, 2027 — —

Revolving Credit Facility May 20, 2030 — —

4.125 % Senior Notes

9 unchanged sentences

Term loan facility

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

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

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

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

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

As of June 30, 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 $ 750 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 0.50 %, or (2) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.50 %.

As of June 30, 2025 and December 31, 2024, the Company had no amounts outstanding under the Revolving Credit Facility, and $ 744 and $ 494 was available at June 30, 2025 and December 31, 2024, respectively, after giving effect to $ 6 of outstanding letters of credit.

During the second quarter of 2025, the Company completed its Eighth Amendment to its credit agreement, refinancing and upsizing the Revolving Credit Facility.

The amendment increased the Revolving Credit Facility by $ 250 , from $ 500 to $ 750 , and extended the maturity date to the fifth anniversary of the Eighth Amendment.

The amendment also reduced the applicable margin by 75 basis points and removed the credit spread adjustment ("CSA").

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

1 unchanged sentence

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").

The repricing reduced the applicable margin on the 2021 Term Loan by 50 basis points and removed the CSA.

As part of the transaction, the Company incurred approximately $ 550 of incremental principal on the 2021 Term Loan.

3 unchanged sentences

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

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

As of June 30, 2025 and December 31, 2024, the Company was in compliance with all applicable debt covenants.

Swap activity

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

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

As of June 30, 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 swapped $ 720 notional value of the term loans is 5.34 % and the swapped $ 400 notional value of the term loans is 5.16 % through their maturity.

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

4 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 March 31, 2025 was $ 337 .

The balance as of June 30, 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 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.

The balance as of June 30, 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 June 30, 2025, and December 31, 2024.

Other obligations

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

As of June 30, 2025 and December 31, 2024, the Company had $ 5 in notes outstanding 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 23.4 % and 28.0 % for the three months ended March 31, 2025, and 2024, respectively.

The Company’s effective tax rate was 28.7 % and 22.4 % for the three months ended June 30, 2025 and 2024, and 27.1 % and 24.7 % for the six months ended June 30, 2025, and 2024, respectively.

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

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

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

federal income tax rate of 21.0 % for the three and six months ended June 30, 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 June 30, 2025, the Company’s deferred tax assets included a valuation allowance of $ 100 primarily related to certain net operating loss, capital loss, and tax credit carryforwards of the Company’s foreign subsidiaries.

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

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

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

As of June 30, 2025, the Company had gross federal, state, and foreign net operating loss carryforwards of approximately $ 1 , $ 21 , and $ 99 , respectively.

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

The foreign net operating losses have carryback periods of three years , carryforward periods of twenty years , or are indefinite, and begin to expire in 2025.

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

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

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

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

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

for income taxes in the condensed consolidated statements of operations.

As of June 30, 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 June 30, 2025 and December 31, 2024 of $ 4 and $ 3 , respectively.

During the three and six months ended June 30, 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 June 30, 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.

1 unchanged sentence

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

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

As of June 30, 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.

On July 4, 2025, the “One Big Beautiful Bill Act” was enacted into law.

The legislation includes several changes to federal tax law including permanent extension of certain expiring Tax Cuts and Jobs Act provisions and modifications to US taxation of foreign activity.

Certain provisions will be effective for 2025, while others will be effective for tax years beginning after December 31, 2025.

The Company is currently evaluating the impact on the consolidated financial statements.

EMPLOYEE BENEFIT PLANS

2 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30,

Service cost $ 1 $ 2

3 unchanged sentences

Net periodic pension cost $ 6 $ 6

Six Months Ended June 30,

Service cost $ 2 $ 3

Interest cost 32 30

Expected return on plan assets ( 34 ) ( 31 )

Amortization of pension loss 11 10

Net periodic pension cost $ 11 $ 12

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 $ 21 and $ 19 during the three months ended March 31, 2025 and 2024, respectively.

Total consolidated contributions to multiemployer plans were $ 26 and $ 25 during the three months ended June 30, 2025 and 2024, respectively, and $ 47 and $ 44 during the six months ended June 30, 2025 and 2024, respectively.

Profit sharing plans

2 unchanged sentences

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

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

In connection with these plans, the Company recognized $ 5 in expense for shares distributed to eligible employees during the three months ended June 30, 2025 and 2024, and $ 14 and $ 11 in expense during the six months ended June 30, 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 $ 2 and $ 1 of expense during the three months ended March 31, 2025 and 2024, respectively.

The Company recognized $ 2 of expense during the three months ended June 30, 2025 and 2024, and $ 4 and $ 3 of expense during the six months ended June 30, 2025 and 2024, respectively.

RELATED-PARTY TRANSACTIONS

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

The Company incurred advisory fees of $ 1 during both the three months ended June 30, 2025 and 2024, and $ 2 during each of the six months ended June 30, 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 3,815,493 shares and 11,916,156 shares, respectively, issued during January 2025 and January 2024, respectively.

3 unchanged sentences

and Viking Global Equities II LP ("Viking Purchasers"), which is the aggregate owner of more than 5 % of the Company's outstanding stock, for an aggregate purchase price of $ 200 .

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

During the six months ended June 30, 2024, the Company issued dividends of 232,589 shares of common stock on the Series B Preferred Stock held by Viking Purchasers, with 106,197 shares declared in February 2024 and 126,392 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.

3 unchanged sentences

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

2 unchanged sentences

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

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

The outstanding liability for these obligations of $ 16 and $ 15 was included in other noncurrent liabilities as of June 30, 2025 and December 31, 2024, respectively.

SHAREHOLDERS’ EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK

1 unchanged sentence

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.

The Company had 4,000,000 shares of Series A Preferred Stock issued and outstanding as of June 30, 2025 ("Series A Preferred Stock").

The Series A Preferred Stock will be convertible into 6,000,000 shares of Common Stock upon conversion pursuant to the Company’s Certificate of Incorporation.

Stock Repurchases

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

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

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

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

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

During the second quarter of 2025, the Company's Board of Directors authorized a new share repurchase program ("SRP") 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 our 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 2024.

During the six months ended June 30, 2025 and 2024, the Company repurchased 3,095,573 and 24,390,240 shares of common stock for approximately $ 75 and $ 600 , respectively.

As of June 30, 2025, the Company had $ 1,000 of authorized repurchases remaining under the SRP.

Authorized Shares

During the second quarter of 2025, upon the recommendation of the Company's Board of Directors, the Company's shareholders approved an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of the Company's common stock, par value $ 0.0001 per share, from 500,000,000 to 1,000,000,000 shares.

During the second quarter of 2025, the Company executed a three-for-two stock split by a payment of a stock dividend of one-half of one share of common stock for each share of common stock.

No shares of common stock were issued to the holders of the Company’s Series A Preferred Stock in connection with the stock split.

The Company retained the current par value of $ 0.0001 per share for all common shares.

Redeemable Convertible Preferred Stock

12 unchanged sentences

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

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

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

The Company declared a pro rata Series B Preferred Stock dividend of $ 7 , or 424,794 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 505,566 shares of common stock in December 2023 and issued the shares in January 2024.

8 unchanged sentences

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

Three Months Ended March 31,

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

2025 2024 2025 2024

Basic earnings per common share:

15 unchanged sentences

Restricted stock units, warrants, and stock options 1,163,959 1,871,432 1,103,563 —

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

11,216,378 4,408,947 5,608,189 —

Weighted average shares outstanding - diluted 427,649,550 413,593,378 422,271,774 390,964,706

1 unchanged sentence

(1) The following items were excluded from the calculation of diluted shares as their inclusion would be anti-dilutive:

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 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.

For all periods presented, 4,000,000 shares of Series A Preferred Stock, which are convertible to 6,000,000 common shares, as a result of the June 30, 2025 stock split.

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

For the six months ended June 30, 2024, the year-to-date impact of 187,500 stock options to purchase the same number of common shares.

For the six months ended June 30, 2024, 1,741,200 time-based, performance-based, and market-based restricted stock units.

(2) For the three and six months ended June 30, 2025, and the three months ended June 30, 2024, dilutive securities include common share equivalents which represent the annual dividend, payable in the form of common shares or cash at the Company's sole option, that Series A Preferred Shares would be entitled to receive assuming that the volume weighted average price of the Company’s common shares for the last ten trading days of the period would be the same average price during the last ten trading days of the calendar year.

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

The Annual Dividend Amount is equal to 20 % of the increase in the volume-weighted average market price per share of the Company’s common shares for the last ten trading days of the calendar year, multiplied by 211,791,957 shares.

During 2025, the Annual Dividend amount was calculated based on the appreciation of the Company’s share price over the highest previously used share price of $ 24.8713 .

During 2024, the Annual

Dividend amount was calculated based on the appreciation of the Company’s share price over the highest previously used share price of $ 22.6310 .

SEGMENT INFORMATION

23 unchanged sentences

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

Three Months Ended June 30, 2025

Services Specialty

20 unchanged sentences

Business process transformation expenses —

Acquisition related expenses ( 3 )

Acquisition and divestiture related expenses

Restructuring program related costs ( 11 )

8 unchanged sentences

(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

Three Months Ended June 30, 2024

Services Specialty

20 unchanged sentences

Business process transformation expenses ( 7 )

Acquisition related expenses ( 1 )

Acquisition and divestiture related expenses

Restructuring program related costs ( 8 )

8 unchanged sentences

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

SUBSEQUENT EVENTS

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

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

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

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

Six Months Ended June 30, 2025

Services Specialty

Services Total

Revenues from external customers $ 2,628 $ 1,081 $ 3,709

Intersegment revenues 1 1 2

Net revenues 2,629 1,082 3,711

Reconciliation of revenue:

Elimination of intersegment revenues ( 2 )

Total consolidated revenues $ 3,709

Segment cost of revenues (b)

Segment operating expenses (c)

Segment other income/expense 1 9

Depreciation 18 22

Segment earnings $ 431 $ 100 $ 531

Reconciliation of profit/(loss):

Corporate/other profit/(loss) (d)

Interest income/(expense) ( 75 )

Depreciation ( 42 )

Amortization ( 119 )

Contingent consideration and compensation ( 1 )

Non-service pension cost

Systems and business enablement

Business process transformation expenses ( 4 )

Acquisition and divestiture related expenses

Restructuring program related costs ( 14 )

Income before income taxes $ 154

Asset information:

Total assets $ 6,686 $ 1,377 $ 8,063

Capital expenditures 14 20 34

(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.

Six Months Ended June 30, 2024

Services Specialty

Services Total

Revenues from external customers $ 2,293 $ 1,038 $ 3,331

Intersegment revenues — 3 3

Net revenues $ 2,293 $ 1,041 $ 3,334

Reconciliation of revenue:

Elimination of intersegment revenues ( 3 )

Total consolidated revenues $ 3,331

Segment cost of revenues (b)

Segment operating expenses (c)

Segment other income/expense ( 1 ) 5

Depreciation 14 23

Segment earnings $ 355 $ 116 $ 471

Reconciliation of profit/(loss):

Corporate/other profit/(loss) (d)

Interest income/(expense) ( 69 )

Depreciation ( 39 )

Amortization ( 105 )

Contingent consideration and compensation ( 4 )

Non-service pension cost

Systems and business enablement

Business process transformation expenses ( 13 )

Acquisition and divestiture related expenses

Restructuring program related costs ( 13 )

Income before income taxes $ 152

Asset information:

Total assets $ 6,149 $ 1,354 $ 7,503

Capital expenditures 10 24 34

(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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

67 unchanged sentences

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