3 unchanged sentences
(In millions, except share and per share data)
−Removed: September 30,
2026 December 31,
1 unchanged sentence
Cash and cash equivalents $ 645 $ 912
−Removed: Accounts receivable, net of allowances of $ 15 and $ 9 at September 30, 2025 and December 31, 2024, respectively
+Added: Accounts receivable, net of allowances of $ 16 and $ 14 at March 31, 2026 and December 31, 2025, respectively
Inventories 156 145
31 unchanged sentences
7,000,000 authorized shares;
−Removed: 4,000,000 shares issued and outstanding at September 30, 2025 and December 31, 2024
+Added: 4,000,000 shares issued and outstanding at March 31, 2026 and December 31, 2025
Common stock, $ 0.0001 par value;
−Removed: 1,000,000,000 authorized shares and 500,000,000 authorized shares at September 30, 2025 and December 31, 2024, respectively;
−Removed: 415,905,916 shares and 412,167,491 shares issued at September 30, 2025 and December 31, 2024, respectively (excluding 11,916,156 shares declared for stock dividend at December 31, 2024)
+Added: 1,000,000,000 authorized shares at March 31, 2026 and December 31, 2025;
+Added: 433,227,989 shares and 415,915,273 shares issued at March 31, 2026 and December 31, 2025, respectively (excluding 15,212,810 shares declared for stock dividend at December 31, 2025)
Additional paid-in capital 3,309 3,296
7 unchanged sentences
(In millions, except per share amounts)
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2025 2024 2025 2024
+Added: Three Months Ended March 31,
Net revenues $ 1,982 $ 1,719
4 unchanged sentences
Interest expense, net 30 38
−Removed: Investment (income) expense and other, net ( 1 ) 1 ( 3 ) 6
+Added: Investment expense and other, net 2 —
Other expense, net 32 38
2 unchanged sentences
Net income $ 57 $ 35
−Removed: Net income (loss) attributable to common shareholders:
−Removed: Less income allocable to Series A Preferred Stock $ ( 9 ) $ — $ ( 21 ) $ —
−Removed: Stock dividend on Series B Preferred Stock — — — ( 7 )
−Removed: Conversion of Series B Preferred Stock — — — ( 372 )
−Removed: Net income (loss) attributable to common shareholders $ 84 $ 69 $ 184 $ ( 196 )
−Removed: Net income (loss) per common share:
+Added: Net income attributable to common shareholders:
+Added: Income allocable to Series A Preferred Stock ( 6 ) ( 4 )
+Added: Net income attributable to common shareholders $ 51 $ 31
+Added: Net income per common share:
Basic $ 0.12 $ 0.07
7 unchanged sentences
(In millions)
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2025 2024 2025 2024
+Added: Three Months Ended March 31,
Net income $ 57 $ 35
Other comprehensive income:
−Removed: Fair value change - derivatives, net of tax benefit of $ 0 , $ 7 , $ 12 , and $ 1 , respectively
−Removed: 5 ( 22 ) ( 33 ) ( 5 )
+Added: Fair value change - derivatives, net of tax (expense) benefit of $( 8 ) and $ 4 , respectively
Foreign currency translation adjustment ( 16 ) 59
16 unchanged sentences
Series A Preferred Stock dividend — — 15,212,810 — — — — —
−Removed: Share repurchases — — ( 3,095,573 ) — ( 75 ) — — ( 75 )
Profit sharing plan contributions — — 683,093 — 30 — — 30
1 unchanged sentence
Balance, March 31, 2026 4,000,000 $ — 433,227,989 $ — $ 3,309 $ 574 $ ( 397 ) $ 3,486
−Removed: Net income — — — — — 77 — 77
−Removed: Fair value change - derivatives — — — — — — ( 26 ) ( 26 )
−Removed: Foreign currency translation adjustment — — — — — — 128 128
−Removed: Share-based compensation and other, net — — 64,719 — 10 — — 10
−Removed: Balance, June 30, 2025 4,000,000 $ — 415,324,653 $ — $ 3,262 $ 327 $ ( 418 ) $ 3,171
−Removed: Net income — — — — — 93 — 93
−Removed: Fair value change - derivatives — — — — — — 5 5
−Removed: Foreign currency translation adjustment — — — — — — ( 15 ) ( 15 )
−Removed: Share-based compensation and other, net — — 581,263 — 22 — — 22
−Removed: Balance, September 30, 2025 4,000,000 $ — 415,905,916 $ — $ 3,284 $ 420 $ ( 428 ) $ 3,276
Preferred Stock Issued
1 unchanged sentence
and Outstanding Additional
−Removed: Capital (Accumulated
−Removed: Deficit) Retained Earnings Accumulated
+Added: Capital Retained Earnings Accumulated
Comprehensive
5 unchanged sentences
Foreign currency translation adjustment — — — — — — 59 59
−Removed: Gain on dedesignated derivatives amortized from AOCI into income — — — — — — ( 4 ) ( 4 )
Series A Preferred Stock dividend — — 3,815,493 — — — — —
−Removed: Series B Preferred Stock dividend — — 930,360 — 7 ( 7 ) — —
−Removed: Conversion of Series B Preferred Stock, net — — 24,390,245 — 214 ( 17 ) — 197
+Added: Share repurchases — — ( 3,095,573 ) — ( 75 ) — — ( 75 )
Profit sharing plan contributions — — 928,483 — 24 — — 24
1 unchanged sentence
Balance, March 31, 2025 4,000,000 $ — 415,259,934 $ — $ 3,252 $ 250 $ ( 520 ) $ 2,982
−Removed: Net income — — — — — 69 — 69
−Removed: Fair value change - derivatives — — — — — — 4 4
−Removed: Foreign currency translation adjustment — — — — — — ( 1 ) ( 1 )
−Removed: Gain on dedesignated derivatives amortized from AOCI into income — — — — — — ( 4 ) ( 4 )
−Removed: Issuance of common shares — — 18,975,000 — 458 — — 458
−Removed: Share-based compensation and other, net — — 49,053 — 8 — — 8
−Removed: Balance, June 30, 2024 4,000,000 $ — 411,479,481 $ — $ 3,280 $ 79 $ ( 524 ) $ 2,835
−Removed: Net income — — — — — 69 — 69
−Removed: Fair value change - derivatives — — — — — — ( 22 ) ( 22 )
−Removed: Foreign currency translation adjustment — — — — — — 69 69
−Removed: Gain on dedesignated derivatives amortized from AOCI into income — — — — — — ( 4 ) ( 4 )
−Removed: Share-based compensation and other, net — $ — 662,849 $ — $ 20 $ — $ — $ 20
−Removed: Balance, September 30, 2024 4,000,000 $ — 412,142,330 $ — $ 3,300 $ 148 $ ( 481 ) $ 2,967
See notes to condensed consolidated financial statements.
2 unchanged sentences
(In millions)
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
Cash flows from operating activities:
4 unchanged sentences
Restructuring charges, net of cash paid ( 2 ) ( 6 )
−Removed: Deferred taxes 2 1
Share-based compensation expense 11 10
19 unchanged sentences
Cash flows from financing activities:
−Removed: Proceeds from long-term borrowings — 850
Payments on long-term borrowings ( 1 ) ( 2 )
Repurchases of common stock — ( 75 )
−Removed: Proceeds from issuance of common shares — 458
−Removed: Conversion of Series B Preferred Stock — ( 600 )
Payments of acquisition-related consideration ( 4 ) ( 2 )
Restricted shares tendered for taxes ( 37 ) ( 19 )
−Removed: Other financing activities — ( 6 )
−Removed: Net cash (used in) provided by financing activities ( 116 ) 348
+Added: Net cash used in financing activities ( 42 ) ( 98 )
Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash ( 6 ) 10
−Removed: Net increase in cash, cash equivalents, and restricted cash 55 9
+Added: Net decrease in cash, cash equivalents, and restricted cash ( 268 ) ( 40 )
Cash, cash equivalents, and restricted cash, beginning of period 913 501
5 unchanged sentences
Shares of common stock issued to profit sharing plan 30 24
−Removed: Shares of common stock issued for conversion of Series B Preferred Stock — 569
See notes to condensed consolidated financial statements.
19 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.
−Removed: 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, 2025 and 2024 were immaterial.
−Removed: The Company’s share of earnings from the non-consolidated joint ventures was $ 2 during the three months ended September 30, 2025 and 2024, and $ 10 and $ 6 during the nine months ended September 30, 2025 and 2024, respectively.
−Removed: The earnings are recorded within investment (income) expense and other, net in the condensed consolidated statements of operations.
−Removed: The investment balances were $ 2 and $ 4 as of September 30, 2025 and December 31, 2024, respectively, and are recorded within other assets in the condensed consolidated balance sheets.
+Added: 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, 2026 and 2025 were immaterial.
+Added: The Company’s share of earnings from the non-consolidated joint ventures was $ 2 and $ 3 during the three months ended March 31, 2026 and 2025, respectively.
+Added: The earnings are recorded within investment expense and other, net in the condensed consolidated statements of operations.
+Added: The investment balances were $ 6 as of March 31, 2026 and December 31, 2025 and are recorded within other assets in the condensed consolidated balance sheets.
During the second quarter of 2025, the Company executed a three-for-two stock split by issuing a stock dividend of one-half of one share of common stock for each share of common stock.
2 unchanged sentences
RECENT ACCOUNTING PRONOUNCEMENTS
−Removed: The Company has not adopted any additional accounting pronouncements since the 2024 audited consolidated financial statements.
See discussion below for information pertaining to the effects of recent accounting pronouncements as updated from the discussion in the Company's Form 10-K filed on February 25, 2026.
−Removed: In July 2025, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2025-05, Financial Instruments - Credit Losses (Topic 326):
−Removed: Credit Losses for Accounts Receivable and Contract Assets ,
−Removed: which provides a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from revenue transactions accounted for under FASB Accounting Standards Codification ("ASC") 606.
−Removed: ASU 2025-05 is effective for the Company's annual and interim periods in fiscal years beginning January 1, 2026, with early adoption permitted.
+Added: In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-05, Financial Instruments - Credit Losses (Topic 326):
+Added: Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from revenue transactions accounted for under FASB Accounting Standards Codification ("ASC") Topic 606.
+Added: ASU 2025-05 is effective for the Company's annual and interim periods in fiscal years beginning after December 15, 2025, with
+Added: early adoption permitted.
+Added: The Company adopted this ASU on January 1, 2026, and it did not have a material impact on its consolidated financial statements.
+Added: In December 2025, the FASB issued ASU 2025-12, Codification Improvements, w hich enhances the Codification to clarify accounting guidance, correct errors and make technical corrections.
+Added: This ASU is effective for all entities for annual and interim periods in fiscal years beginning after December 15, 2026.
+Added: Early adoption is permitted for all entities.
The Company is currently evaluating the potential impact of adopting this ASU on its consolidated financial statements and disclosures but does not expect the impact to be material.
9 unchanged sentences
2026 Acquisitions
−Removed: During the nine months ended September 30, 2025, the Company completed eleven acquisitions for aggregated consideration transferred of $ 214 , made up of cash paid at closing of $ 170 , cash deposited into escrow of $ 13 , and accrued consideration of $ 31 .
−Removed: 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.
−Removed: 2025 Acquisitions
+Added: On February 2, 2026, the Company completed the acquisition of CertaSite, LLC ("CertaSite"), an inspection-first provider of fire and life safety services.
+Added: The results of the CertaSite business are reported within the Company's Safety Services segment from the date of acquisition and were not material.
+Added: Consideration transferred of $ 271 for CertaSite included cash paid at closing of $ 268 and cash deposited in escrow of $ 3 .
+Added: During the three months ended March 31, 2026, the Company completed four individually immaterial acquisitions for aggregate consideration transferred of $ 25 , made up of cash paid at closing of $ 19 and accrued consideration of $ 6 .
+Added: The results of operations of these acquisitions are included in the Company's condensed consolidated statements of operations from the date of acquisition and were not material.
+Added: CertaSite Other 2026 Acquisitions
Cash paid at closing $ 268 $ 19
4 unchanged sentences
Accounts receivable 18 1
+Added: Inventories 6 —
Contract assets 3 —
Other current assets 1 —
+Added: Operating lease right-of-use assets 4 —
Property and equipment 7 —
Intangible assets 98 8
+Added: Goodwill 156 15
Accounts payable ( 3 ) —
Other accrued liabilities ( 4 ) —
−Removed: Contract liabilities ( 6 )
+Added: Operating and finance lease liabilities ( 7 ) —
+Added: Other noncurrent liabilities ( 11 ) —
Net assets acquired $ 271 $ 25
1 unchanged sentence
Based on preliminary estimates, the total amount of goodwill from acquisitions expected to be deductible for tax purposes is $ 122 .
−Removed: 2024 Acquisitions
−Removed: Elevated acquisition
−Removed: On June 3, 2024, the Company completed its acquisition of 100 % of the equity interests of Elevated Facility Services Group ("Elevated").
−Removed: Elevated is a premier provider of contractually based services for all major brands of elevator and escalator equipment.
−Removed: Elevated is headquartered in Florida and serves customers in over 18 states.
−Removed: 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.
−Removed: The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the Elevated acquisition:
−Removed: Cash paid at closing $ 572
−Removed: Cash deposited into escrow 6
−Removed: Total net consideration $ 578
−Removed: Cash and cash equivalents $ 7
−Removed: Accounts receivable 29
−Removed: Contract assets 14
−Removed: Other current assets 6
−Removed: Property and equipment 4
−Removed: Operating lease right-of-use assets 2
−Removed: Intangible assets 222
−Removed: Accounts payable ( 12 )
−Removed: Contract liabilities ( 10 )
−Removed: Other accrued liabilities ( 26 )
−Removed: Current and noncurrent operating and finance lease liabilities ( 3 )
−Removed: Deferred tax liabilities ( 49 )
−Removed: Net assets acquired $ 578
−Removed: The Company finalized its accounting for the Elevated acquisition during the nine months ended September 30, 2025.
−Removed: 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.
−Removed: Other 2024 acquisitions
−Removed: On September 3, 2024, the Company completed an acquisition included within the Safety Services segment ("Acquisition A24").
−Removed: The results of the A24 business are reported within the Company's Safety Services segment.
−Removed: Consideration for Acquisition A24 included cash paid at closing of $ 24 and accrued consideration of $ 9 .
−Removed: On October 1, 2024, the Company completed an acquisition included within the Safety Services segment ("Acquisition B24").
−Removed: The results of the B24 business are reported within the Company's Safety Services segment.
−Removed: 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.
−Removed: On December 2, 2024, the Company completed an acquisition included within the Safety Services segment ("Acquisition C24").
−Removed: The results of the C24 business are reported within the Company's Safety Services segment.
−Removed: Consideration for Acquisition C24 included cash paid at closing of $ 26 and accrued consideration of $ 7 .
−Removed: 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 .
−Removed: The Company has not finalized its accounting for acquisition 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.
−Removed: Based on preliminary estimates, the total amount of goodwill from acquisitions expected to be deductible for tax purposes is $ 84 .
−Removed: 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.
−Removed: Acquisition A24 Acquisition B24 Acquisition C24 Other 2024 acquisitions
+Added: 2025 Acquisitions
+Added: During the year ended December 31, 2025, the Company completed 14 acquisitions for total net consideration transferred of $ 235 , made up of cash paid at closing of $ 186 , cash deposited into escrow of $ 17 , and accrued consideration of $ 32 .
+Added: The results of operations of these acquisitions are included in the Company's consolidated statements of operations from their respective dates of acquisition and were not material.
+Added: 2025 Acquisitions
Cash paid at closing $ 186
8 unchanged sentences
Intangible assets 88
−Removed: Goodwill 10 52 16 43
−Removed: Other assets — 2 — —
Accounts payable ( 8 )
1 unchanged sentence
Contract liabilities ( 7 )
−Removed: Deferred tax liabilities — ( 2 ) ( 2 ) ( 2 )
Other noncurrent liabilities ( 3 )
Net assets acquired $ 235
−Removed: For the three months ended September 30, 2025, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months was $ 50 and $ 10 , respectively.
−Removed: For the nine months ended September 30, 2025, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months was $ 142 and $ 19 , respectively.
+Added: The Company has not finalized its accounting for 13 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.
+Added: Based on preliminary estimates, the total amount of goodwill from acquisitions expected to be deductible for tax purposes is $ 118 .
Accrued consideration
3 unchanged sentences
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 one to four years .
−Removed: 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 .
+Added: 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 three 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.
−Removed: The total contingent compensation arrangement liability was $ 4 and $ 0 as of September 30, 2025 and December 31, 2024, respectively.
−Removed: The maximum payout of these arrangements upon completion of the future performance periods was $ 16 and $ 2 , inclusive of the $ 4 and $ 0 , accrued as of September 30, 2025 and December 31, 2024, respectively.
+Added: The total contingent compensation arrangement liability was $ 7 as of March 31, 2026 and December 31, 2025.
+Added: The maximum payout of these arrangements upon completion of the future performance periods was $ 15 , inclusive of the $ 7 , accrued as of March 31, 2026 and December 31, 2025.
The contingent compensation liability is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented.
−Removed: The Company primarily determines the contingent compensation liability based on
−Removed: forecasted cumulative earnings compared to the cumulative earnings target set forth in the arrangement.
+Added: The Company primarily determines the contingent compensation liability based on forecasted cumulative earnings compared to the cumulative earnings target set forth in the arrangement.
Compensation expense associated with these arrangements is recognized ratably over the required employment period.
1 unchanged sentence
For additional considerations regarding the fair value of the Company's contingent consideration liabilities, see Note 7 – "Fair Value of Financial Instruments."
−Removed: The total liability for deferred payments was $ 38 and $ 28 as of September 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.
+Added: The total liability for deferred payments was $ 44 and $ 39 as of March 31, 2026 and December 31, 2025, 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 included expenses related to workforce reductions, lease termination costs, and other facility rationalization costs.
−Removed: As of the second quarter of 2025, the Chubb restructuring program ended and no additional expenses are expected.
−Removed: During the nine months ended September 30, 2025 the Company incurred no pre-tax restructuring costs within the Safety Services segment in connection with the Chubb restructuring program.
−Removed: As of September 30, 2025, the Company had $ 13 in restructuring liabilities recorded in other accrued liabilities on the condensed consolidated balance sheets for this plan.
−Removed: In addition, the Company incurred $ 3 of related costs during the nine months ended September 30, 2025, which include lease impairment charges, asset write-downs, and consulting fees.
−Removed: For the restructuring program, employee-related costs consisted of termination benefits provided to employees who were involuntarily terminated and voluntary early retirement benefits.
−Removed: Program related costs include costs incurred as a direct result of the restructuring program such as consulting fees and facility relocation costs.
−Removed: The following tables summarize the Company's restructuring liabilities for the nine months ended September 30, 2025 and 2024:
−Removed: December 31, 2024 $ 15
−Removed: Payments ( 7 )
−Removed: Currency translation adjustment 1
−Removed: September 30, 2025 $ 13
−Removed: In addition to the costs noted above, the Company incurred no asset write-down costs for the three and nine months ended September 30, 2025.
−Removed: The Company incurred program related costs of $ 0 and $ 3 for the three and nine months ended September 30, 2025.
−Removed: December 31, 2023 $ 32
+Added: As of the second quarter of 2025, the Chubb restructuring program ended and no additional expenses have since been incurred.
+Added: The following table summarizes the Company's restructuring liabilities for the three months ended March 31, 2026 and 2025:
+Added: Three Months Ended March 31,
+Added: Balance at beginning of period $ 13 $ 15
Payments ( 3 ) ( 4 )
−Removed: September 30, 2024 $ 18
−Removed: In addition to the costs noted above, the Company incurred $ 0 and $ 1 asset write-down costs for the three and nine months ended September 30, 2024.
−Removed: The Company also incurred program related costs of $ 4 and $ 11 for the three and nine months ended September 30, 2024.
+Added: Balance at end of period $ 10 $ 11
+Added: In addition to the costs noted above, the Company incurred no asset write-down costs for the three months ended March 31, 2026 and 2025.
+Added: The Company incurred program related costs of $ 0 and $ 2 for the three months ended March 31, 2026 and 2025, respectively.
Contracts with customers
−Removed: The Company derives net revenues primarily from contracts with a duration of less than one week to three years (with the majority of contracts with durations of less than six months ), which are subject to multiple pricing options, including fixed price, unit price, time and material, or cost plus a markup.
−Removed: Net revenues are primarily recognized by the Company over time
−Removed: utilizing the cost-to-cost measure of progress.
+Added: The Company derives net revenues primarily from contracts with a duration of less than one week to five years (with the majority of contracts with durations of less than six months ), which are subject to multiple pricing options, including fixed price, unit price, time and material, or cost plus a markup.
+Added: Net revenues are primarily recognized by the Company over time utilizing the cost-to-cost measure of progress.
Net revenues recognized at a point in time primarily relate to distribution contracts and short-term time and material contracts.
1 unchanged sentence
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.
−Removed: The following tables provide disclosure of disaggregated net revenues by segment for the three and nine months ended September 30, 2025 and 2024.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: As such, prior period amounts in this table have been recast to reflect the current period presentation.
−Removed: See Note 17 – “Segment Information” for additional information.
+Added: The following tables provide disclosure of disaggregated net revenues by segment for the three months ended March 31, 2026 and 2025.
Disaggregated net revenues information is as follows:
−Removed: Three Months Ended September 30, 2025
−Removed: Services Specialty
−Removed: Services Consolidated
−Removed: Life Safety $ 1,403 $ — $ 1,403
−Removed: Infrastructure/Utility — 291 291
−Removed: Fabrication and Distribution — 103 103
−Removed: Specialty Contracting — 289 289
−Removed: Corporate and Eliminations — — ( 1 )
−Removed: Net revenues $ 1,403 $ 683 $ 2,085
−Removed: Three Months Ended September 30, 2024
−Removed: Services Specialty
−Removed: Services Consolidated
−Removed: Life Safety $ 1,216 $ — $ 1,216
−Removed: Infrastructure/Utility — 283 283
−Removed: Fabrication and Distribution — 82 82
−Removed: Specialty Contracting — 247 247
−Removed: Corporate and Eliminations — — ( 2 )
−Removed: Net revenues $ 1,216 $ 612 $ 1,826
−Removed: Nine Months Ended September 30, 2025
+Added: Three Months Ended March 31, 2026
Services Specialty
1 unchanged sentence
Life Safety $ 1,415 $ — $ 1,415
−Removed: Infrastructure/Utility — 732 732
+Added: Infrastructure and Utility — 218 218
Fabrication and Distribution — 82 82
2 unchanged sentences
Net revenues $ 1,415 $ 569 $ 1,982
−Removed: Nine Months Ended September 30, 2024
+Added: Three Months Ended March 31, 2025
Services Specialty
1 unchanged sentence
Life Safety $ 1,267 $ — $ 1,267
−Removed: Infrastructure/Utility — 734 734
+Added: Infrastructure and Utility — 185 185
Fabrication and Distribution — 70 70
2 unchanged sentences
Net revenues $ 1,267 $ 453 $ 1,719
−Removed: Three Months Ended September 30, 2025
−Removed: Services Specialty
−Removed: Services Corporate and
−Removed: Eliminations Consolidated
−Removed: United States $ 715 $ 683 $ ( 1 ) $ 1,397
−Removed: France 170 — — 170
−Removed: Other 518 — — 518
−Removed: Net revenues $ 1,403 $ 683 $ ( 1 ) $ 2,085
−Removed: Three Months Ended September 30, 2024
−Removed: Services Specialty
−Removed: Services Corporate and
−Removed: Eliminations Consolidated
−Removed: United States $ 570 $ 612 $ ( 2 ) $ 1,180
−Removed: France 153 — — 153
−Removed: Other 493 — — 493
−Removed: Net revenues $ 1,216 $ 612 $ ( 2 ) $ 1,826
−Removed: Nine Months Ended September 30, 2025
+Added: Three Months Ended March 31, 2026
Services Specialty
5 unchanged sentences
Net revenues $ 1,415 $ 569 $ ( 2 ) $ 1,982
−Removed: Nine Months Ended September 30, 2024
+Added: Three Months Ended March 31, 2025
Services Specialty
5 unchanged sentences
Net revenues $ 1,267 $ 453 $ ( 1 ) $ 1,719
−Removed: For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at September 30, 2025 was $ 3,594 .
+Added: For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at March 31, 2026 was $ 3,772 .
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.
−Removed: The balances of accounts receivable, net of allowances, contract assets, and contract liabilities from contracts with customers as of September 30, 2025 and December 31, 2024 are as follows:
+Added: The balances of accounts receivable, net of allowances, contract assets, and contract liabilities from contracts with customers as of March 31, 2026 and December 31, 2025 are as follows:
allowances Contract
assets Contract
−Removed: Balance at September 30, 2025 $ 1,562 $ 577 $ 672
+Added: Balance at March 31, 2026 $ 1,545 $ 538 $ 773
Balance at December 31, 2025 1,563 484 694
1 unchanged sentence
In accordance with industry practice, accounts receivable includes retentions receivable, a portion of which may not be received within one year.
−Removed: At September 30, 2025 and December 31, 2024, retentions receivable were $ 182 and $ 160 , respectively, while the portions that may not be received within one year were $ 43 and $ 38 , respectively.
+Added: At March 31, 2026 and December 31, 2025, retentions receivable were $ 180 and $ 187 , respectively, while the portions that may not be received within one year were $ 41 and $ 48 , respectively.
GOODWILL AND INTANGIBLES
−Removed: The following table provides disclosure of goodwill by segment as of September 30, 2025 and December 31, 2024.
−Removed: 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.
−Removed: 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.
−Removed: See Note 17 – “Segment Information” for additional information.
−Removed: The changes in the carrying amount of goodwill by reportable segment for the nine months ended September 30, 2025 are as follows:
+Added: The following table provides disclosure of goodwill by segment as of March 31, 2026 and December 31, 2025.
+Added: The changes in the carrying amount of goodwill by reportable segment for the three months ended March 31, 2026 are as follows:
Services Specialty
3 unchanged sentences
Foreign currency translation and other, net (1)
−Removed: Goodwill as of September 30, 2025 $ 2,914 $ 236 $ 3,150
−Removed: (1) Other includes immaterial measurement period adjustments recorded during the nine months ended September 30, 2025 related to acquisitions for which the measurement period was open during the nine months ended September 30, 2025 (see Note 3 – "Business Combinations").
−Removed: The Company’s identifiable intangible assets are comprised of the following as of September 30, 2025 and December 31, 2024:
−Removed: September 30, 2025
+Added: ( 14 ) 2 ( 12 )
+Added: Goodwill as of March 31, 2026 $ 3,084 $ 242 $ 3,326
+Added: (1) Other includes immaterial measurement period adjustments recorded during the three months ended March 31, 2026 related to acquisitions for which the measurement period was open during the three months ended March 31, 2026 (see Note 3 – "Business Combinations").
+Added: The Company’s identifiable intangible assets are comprised of the following as of March 31, 2026 and December 31, 2025:
+Added: March 31, 2026
Weighted Average Remaining
18 unchanged sentences
Amortization expense recognized on identifiable intangible assets is as follows:
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2025 2024 2025 2024
+Added: 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.
−Removed: 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, 2025 and December 31, 2024:
−Removed: Fair Value Measurements at September 30, 2025
+Added: 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, 2026 and December 31, 2025:
+Added: Fair Value Measurements at March 31, 2026
Financial assets:
11 unchanged sentences
Financial liabilities:
−Removed: Derivatives designated as hedge instruments:
−Removed: Fair value hedges – cross currency contracts — — — —
−Removed: Net investment hedges – cross currency contracts — ( 1 ) — ( 1 )
Derivatives not designated as hedge instruments:
20 unchanged sentences
Total $ — $ ( 5 ) $ ( 16 ) $ ( 21 )
−Removed: The Company determines the fair value of its derivative instruments designated as hedge instruments using standard pricing models and market-based assumptions for all inputs such as yield curves and quoted spot and forward exchange rates.
+Added: The Company determines the fair value of its derivative instruments designated as hedge instruments using standard pricing models and market-based assumptions for all inputs, including yield curves and spot and forward exchange rates.
Accordingly, the Company’s derivative instruments are classified as Level 2.
2 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.
−Removed: 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.
+Added: 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
+Added: 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, as well as other information about the contingent consideration obligations:
−Removed: Nine Months Ended
−Removed: September 30, 2025
+Added: Three Months Ended
+Added: March 31, 2026
Balance as of December 31, 2025 $ 16
Settlements ( 1 )
−Removed: Balance as of September 30, 2025 $ 18
+Added: Adjustments to fair value ( 1 )
+Added: Balance as of March 31, 2026 $ 16
Number of open contingent consideration arrangements at the end of the period 10
Maximum potential payout at the end of the period $ 18
−Removed: At September 30, 2025, the remaining open contingent consideration arrangements are set to expire at various dates through 2026.
+Added: At March 31, 2026, the remaining open contingent consideration arrangements are set to expire at various dates through 2028.
Level 3 unobservable inputs were used to calculate the fair value adjustments shown in the table above.
−Removed: The fair value adjustments and the related unobservable inputs were not considered significant for the three and nine months ended September 30, 2025.
+Added: The fair value adjustments and the related unobservable inputs were not considered significant for the three months ended March 31, 2026.
Fair value estimates
−Removed: The following table presents the carrying amount and fair value of the Company’s variable and non-variable interest rate debt (instruments defined in Note 10 – “Debt”), including current portions and excluding unamortized debt issuance costs.
+Added: The following table presents the carrying amount and fair value of the Company’s variable and fixed rate debt (instruments defined in Note 10 – “Debt”), including current portions and excluding unamortized debt issuance costs.
Fair value is estimated by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy.
−Removed: The interest rates of the variable interest rate long-term debt instruments are generally reset monthly.
−Removed: September 30, 2025 December 31, 2024
+Added: The interest rates of the variable interest rate long-term debt instruments are generally reset monthly, however can be set quarterly or semi-annually.
+Added: March 31, 2026 December 31, 2025
Carrying Value Fair Value Carrying Value Fair Value
4 unchanged sentences
277 266 277 271
−Removed: The Company uses foreign currency forward contracts, cross-currency swaps, and interest rate swap agreements to manage risks associated with foreign currency exchange rates, net investments in foreign operations, and interest rates.
+Added: The Company uses foreign currency forward contracts, cross-currency swaps, and interest rate swaps to manage risks associated with foreign currency exchange rates, net investments in foreign operations, and interest rates.
The Company does not hold derivative financial instruments of a speculative nature or for trading purposes.
5 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.
−Removed: 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
−Removed: counterparties.
+Added: 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.
−Removed: 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, 2025.
+Added: 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, 2026.
The following table presents the fair value of derivative instruments:
−Removed: September 30, 2025 December 31, 2024
+Added: March 31, 2026 December 31, 2025
Outstanding Gross
19 unchanged sentences
Derivatives Location of (income) expense
−Removed: recognized in the condensed consolidated statements of operations Three Months Ended September 30,
−Removed: Cash flow hedging relationships:
−Removed: Interest rate swaps Interest expense, net $ ( 2 ) $ ( 9 )
−Removed: Cross currency contracts Investment (income) expense and other, net — 4
−Removed: Cross currency contracts Interest expense, net — ( 1 )
−Removed: Foreign currency forward contracts Investment (income) expense and other, net — —
−Removed: Fair value hedging relationships:
−Removed: Cross currency contracts Investment (income) expense and other, net ( 10 ) 26
−Removed: Cross currency contracts Interest expense, net — ( 1 )
−Removed: Net investment hedging relationships:
−Removed: Cross currency contracts Interest expense, net ( 4 ) ( 1 )
−Removed: Not designated as hedging instruments:
−Removed: Foreign currency forward contracts Investment (income) expense and other, net — —
−Removed: Amount of (income) expense recognized in income
−Removed: Derivatives Location of (income) expense
−Removed: recognized in the condensed consolidated statements of operations Nine Months Ended September 30,
+Added: recognized in the condensed consolidated statements of operations Three Months Ended March 31,
Cash flow hedging relationships:
Interest rate swaps Interest expense, net $ — $ ( 2 )
−Removed: Cross currency contracts Investment (income) expense and other, net 14 1
+Added: Cross currency contracts Investment expense and other, net ( 2 ) 5
Cross currency contracts Interest expense, net — ( 1 )
−Removed: Foreign currency forward contracts Investment (income) expense and other, net — —
+Added: Foreign currency forward contracts Investment expense and other, net — —
Fair value hedging relationships:
−Removed: Cross currency contracts Investment (income) expense and other, net 51 11
+Added: Cross currency contracts Investment expense and other, net ( 10 ) 17
Cross currency contracts Interest expense, net ( 1 ) 1
2 unchanged sentences
Not designated as hedging instruments:
−Removed: Foreign currency forward contracts Investment (income) expense and other, net — —
+Added: Foreign currency forward contracts Investment expense and other, net — —
Currency Effects
−Removed: 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 loss (gain) of $ 2 and $( 1 ) for each of the three months ended September 30, 2025 and 2024, respectively, and $ 1 for the nine months ended September 30, 2025 and 2024.
−Removed: The following table presents the effect of cash flow and fair value hedge accounting on accumulated other comprehensive loss (income) ("AOCI"):
−Removed: Amount of (gain) loss
−Removed: recognized in other
−Removed: comprehensive income Location of (gain) loss reclassified from
−Removed: AOCI into income Amount of (gain) loss
−Removed: reclassified from
−Removed: AOCI into income
−Removed: Three Months Ended September 30, Three Months Ended September 30,
−Removed: Derivatives 2025 2024 2025 2024
−Removed: Cash flow hedging relationships:
−Removed: Interest rate swaps $ — $ 20 Interest expense, net $ — $ ( 4 )
−Removed: Cross currency contracts — ( 1 ) Investment (income) expense and other, net — 4
−Removed: Forward currency forward contracts — — Investment (income) expense and other, net — —
−Removed: Fair value hedging relationships:
−Removed: Cross currency contracts — ( 3 ) Investment (income) expense and other, net ( 12 ) 25
−Removed: Interest expense, net — —
−Removed: Net investment hedging relationships:
−Removed: Cross currency contracts ( 5 ) 5 Interest expense, net ( 3 ) 1
+Added: The expense (income) from derivatives designed to offset foreign currency revaluation, recorded in investment expense and other, net, are offset by foreign currency transaction gains and losses, resulting in a net loss of $ 1 and $ 0 for each of the three months ended March 31, 2026 and 2025, respectively.
+Added: The following table presents the effect of cash flow and fair value hedge accounting on accumulated other comprehensive income (loss) ("AOCI"):
Amount of gain (loss)
4 unchanged sentences
AOCI into income
−Removed: Nine Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
+Added: Three Months Ended March 31, Three Months Ended March 31,
Derivatives 2026 2025 2026 2025
1 unchanged sentence
Interest rate swaps $ 5 $ ( 11 ) Interest expense, net $ — $ —
−Removed: Cross currency contracts ( 2 ) — Investment (income) expense and other, net 14 1
−Removed: Forward currency forward contracts — — Investment (income) expense and other, net — —
+Added: Cross currency contracts 1 2 Investment expense and other, net 2 ( 5 )
+Added: Forward currency forward contracts — — Investment expense and other, net — —
Fair value hedging relationships:
−Removed: Cross currency contracts ( 1 ) ( 3 ) Investment (income) expense and other, net 48 10
+Added: Cross currency contracts 2 — Investment expense and other, net 11 ( 13 )
Interest expense, net — ( 2 )
13 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.
−Removed: As of September 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.
+Added: As of March 31, 2026, 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 .
−Removed: As of September 30, 2025, the weighted average fixed rate of interest on these swaps was approximately 3.52 %.
+Added: As of March 31, 2026, 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.
1 unchanged sentence
The Company enters into cross-currency exchange contracts utilized to hedge against the effect of exchange rate fluctuations on cash flows denominated in foreign currencies and to hedge exposures of certain intercompany loans subject to changes in foreign currency exchange rates.
−Removed: The Company periodically assesses whether its currency exchange contracts are effective, and when a contract is determined to be no longer effective as a hedge, the Company discontinues hedge accounting prospectively.
+Added: The Company periodically assesses whether its currency exchange contracts are effective,
+Added: and when a contract is determined to be no longer effective as a hedge, the Company discontinues hedge accounting prospectively.
During 2021, the Company entered into two cross-currency swaps designated as cash flow hedges with gross notional U.S.
−Removed: dollar equivalent amounts of $ 26 and $ 94 with maturity dates of September 2027 and 2030, respectively.
+Added: dollar ("USD") equivalent amounts of $ 26 and $ 94 with maturity dates of September 2027 and 2030, respectively.
Foreign currency forward contracts
5 unchanged sentences
The Company uses cross-currency swaps designated as fair value hedges to manage exposure from intercompany loans subject to foreign exchange risks.
−Removed: 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).
−Removed: During the nine months ended September 30, 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.
−Removed: Following the partial termination of the CAD swap, there was $ 689 USD equivalent notional outstanding.
+Added: During 2024, an Australian dollars ("AUD") swap with a notional amount of $ 16 and a maturity date in June 2029 was added to the existing British pounds ("GBP"), Canadian dollars ("CAD" or "C$"), and Euros ("EUR" or "€") swaps, which had a total notional amount of $ 721 and a maturity date in January 2027.
+Added: During 2025, the Company partially terminated its CAD swap, resulting in the reclassification of $ 2 of losses from AOCI to interest expense, net in its consolidated statements of operations.
+Added: Following the partial termination of the CAD swap, the remaining notional amount outstanding was $ 689 .
The Company measures the effectiveness of fair value hedges on a spot-to-spot basis.
−Removed: Accordingly, the spot-to-spot change in the derivative fair values are recorded in the condensed consolidated statements of operations and perfectly offset the spot-to-spot change in the underlying intercompany loans, and as such, these hedges are deemed highly effective.
−Removed: The excluded component of the fair values of these derivatives is reported in AOCI within shareholders’ equity in the condensed consolidated balance sheets.
−Removed: Any cash flows associated with these instruments are included in operating activities in the condensed consolidated statements of cash flows.
+Added: Accordingly, the spot-to-spot change in the derivative fair values are recorded in the consolidated statements of operations and perfectly offset the spot-to-spot change in the underlying intercompany loans, and as such, these hedges are deemed highly effective.
+Added: The excluded component of the fair values of these derivatives is reported in AOCI within shareholders’ equity in the consolidated balance sheets.
+Added: Any cash flows associated with these instruments are included in operating activities in the consolidated statements of cash flows.
Net investment hedges
1 unchanged sentence
During the second quarter of 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.
−Removed: In 2021, the Company entered into a $ 230 notional foreign currency swap designated as a net investment hedge ("2021 net
−Removed: investment hedge") for a portion of the Company’s net investments in Euro-denominated subsidiaries.
+Added: 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.
1 unchanged sentence
If a net investment hedge is no longer expected to be effective, the Company discontinues hedge accounting prospectively.
−Removed: 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.
−Removed: dollar and Euro coupons.
+Added: 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 USD and EUR coupons.
The amended swap was redesignated as a net investment hedge and is recorded at fair value with changes recorded in AOCI.
The initial net investment hedge was dedesignated.
−Removed: 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.
+Added: 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 is less than $ 1 annually.
Foreign currency contracts
1 unchanged sentence
These forward contracts are undesignated for hedge accounting purposes.
−Removed: The changes in fair value of these contracts are recorded in investment (income) expense and other, net .
+Added: The changes in fair value of these contracts are recorded in investment expense and other, net .
PROPERTY AND EQUIPMENT, NET
−Removed: The components of property and equipment as of September 30, 2025 and December 31, 2024 are as follows:
−Removed: (In Years) September 30,
+Added: The components of property and equipment, net as of March 31, 2026 and December 31, 2025 are as follows:
+Added: (In Years) March 31,
2026 December 31,
7 unchanged sentences
Property and equipment, net $ 401 $ 397
−Removed: Depreciation expense related to property and equipment, including finance leases, was $ 21 during the three months ended September 30, 2025 and 2024, and $ 63 and $ 60 during the nine months ended September 30, 2025 and 2024, respectively.
+Added: Depreciation expense related to property and equipment, including finance leases, was $ 21 and $ 20 during the three months ended March 31, 2026 and 2025, 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:
−Removed: Maturity Date September 30,
+Added: Maturity Date March 31,
2026 December 31,
13 unchanged sentences
Term loan facility
−Removed: As of September 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.
+Added: As of March 31, 2026, 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 0.25 %, or (2) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.25 %.
−Removed: As of September 30, 2025 and December 31, 2024, the Company had no amounts outstanding under the Revolving Credit Facility, and $ 744 and $ 494 was available at September 30, 2025 and December 31, 2024, respectively, after giving effect to $ 6 of outstanding letters of credit.
−Removed: In the second quarter of 2025, the Company completed its Eighth Amendment to its credit agreement, which increased the Revolving Credit Facility from $ 500 to $ 750 , extended the facility's maturity to five years from the date of the Eighth Amendment, reduced the applicable margin by 75 basis points, and eliminated the credit spread adjustment ("CSA").
−Removed: During the first quarter of 2025, the Company completed its Seventh Amendment to its credit agreement, repricing the 2021 Term Loan.
+Added: As of March 31, 2026 and December 31, 2025, the Company had no amounts outstanding under the Revolving Credit Facility, and $ 745 was available at March 31, 2026 and December 31, 2025 after giving effect to $ 5 of outstanding letters of credit.
+Added: During 2025, the Company completed its Eighth Amendment to its credit agreement, which increased the Revolving Credit Facility from $ 500 to $ 750 , extended the facility's maturity to five years from the date of the Eighth Amendment, reduced the
+Added: applicable margin by 75 basis points, and eliminated the credit spread adjustment ("CSA").
+Added: The Company also 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.
−Removed: During 2024, the Company completed its Sixth Amendment to its credit agreement, refinancing the 2021 Term Loan by increasing its principal amount and lowering the interest margin by 50 basis points.
−Removed: The amendment also removed the CSA.
−Removed: In connection with this transaction, the Company added approximately $ 550 of incremental principal to the 2021 Term Loan.
−Removed: The proceeds were used to fully repay the remaining $ 330 balance of the 2019 Term Loan, to pay down $ 100 outstanding under the Revolving Credit Facility, and for general corporate purposes, including partial funding of the Elevated acquisition.
−Removed: 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 .
−Removed: The loan proceeds were directed as consideration for a portion of the purchase price for the Series B Preferred Stock Conversion.
−Removed: For additional information regarding the Series B Preferred Stock Conversion, see Note 15 – "Shareholders' Equity and Redeemable Convertible Preferred Stock."
−Removed: As of September 30, 2025 and December 31, 2024, the Company was in compliance with all applicable debt covenants.
+Added: During 2024, the Company completed its Sixth Amendment to its credit agreement, refinancing the 2021 Term Loan by increasing its principal amount by approximately $ 550 , lowering the interest margin by 50 basis points, and removing the CSA.
+Added: The Company also completed its Fifth Amendment to its credit agreement, upsizing its 2021 Term Loan by an aggregate principal amount equal to $ 300 .
+Added: As of March 31, 2026 and December 31, 2025, the Company was in compliance with all applicable debt covenants.
Swap activity
−Removed: As of September 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 %.
+Added: As of March 31, 2026, 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 the maturity of the swaps.
5 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.
−Removed: The balance as of September 30, 2025 was $ 337 .
+Added: The balance as of March 31, 2026 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.
−Removed: The balance as of September 30, 2025 was $ 277 .
−Removed: 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, 2025, and December 31, 2024.
+Added: The balance as of March 31, 2026 was $ 277 .
+Added: 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, 2026, and December 31, 2025.
Other obligations
−Removed: As of September 30, 2025 and December 31, 2024, the Company had $ 5 in notes outstanding for working capital purposes and the acquisition of equipment and vehicles.
+Added: As of March 31, 2026 and December 31, 2025, 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.
−Removed: 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.
−Removed: The Company’s effective tax rate was 28.2 % and 30.9 % for the three months ended September 30, 2025 and 2024, and 27.6 % and 27.2 % for the nine months ended September 30, 2025, and 2024, respectively.
+Added: The Company’s effective tax rate was 19.9 % and 23.4 % for the three months ended March 31, 2026 and 2025, respectively.
+Added: The decrease in the effective tax rate between the periods was primarily due to the current year increase in windfall tax benefit for vested shares.
The difference between the effective tax rate and the statutory U.S.
−Removed: federal income tax rate of 21.0 % for the three and nine months ended September 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.
−Removed: As of September 30, 2025, the Company’s deferred tax assets included a valuation allowance of $ 97 primarily related to certain net operating loss, capital loss, and tax credit carryforwards of the Company’s foreign subsidiaries.
+Added: federal income tax rate of 21.0 % for the three months ended March 31, 2026 and 2025 is due to the windfall tax benefit for vested shares partially offset by nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, and state taxes.
+Added: As of March 31, 2026, the Company’s deferred tax assets included a valuation allowance of $ 105 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.
−Removed: As of September 30, 2025, the Company had gross federal, state, and foreign net operating loss carryforwards of approximately $ 1 , $ 21 , and $ 88 , respectively.
+Added: As of March 31, 2026, the Company had gross federal, state, and foreign net operating loss carryforwards of approximately $ 1 , $ 20 , and $ 68 , respectively, foreign capital loss carryforwards of $ 216 , and foreign credit carryforwards of $ 39 .
+Added: The federal net operating losses can be carried forward indefinitely.
The state net operating losses have carryforward periods of five to twenty years and begin to expire in 2029.
−Removed: 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.
−Removed: 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
−Removed: for income taxes in the condensed consolidated statements of operations.
−Removed: As of September 30, 2025, and December 31, 2024, the total gross unrecognized tax benefits were $ 10 and $ 9 , respectively.
−Removed: The Company accrued gross interest and penalties as of September 30, 2025 and December 31, 2024 of $ 4 and $ 3 , respectively.
−Removed: During the three and nine months ended September 30, 2025 and 2024, the Company recognized net interest expense of less than $ 1 for both periods.
−Removed: If all of the Company’s unrecognized tax benefits as of September 30, 2025 were recognized, $ 13 would impact the Company’s effective tax rate.
−Removed: The Company expects $ 1 of unrecognized tax benefits to expire in the next twelve months due to lapses in the statute of limitations.
+Added: The foreign attributes generally have carryforward periods of twenty years , which begin to expire in 2026, or can be carried forward indefinitely, subject to utilization rules.
+Added: 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 income tax provision in the condensed consolidated statements of operations.
+Added: As of March 31, 2026, and December 31, 2025, the total gross unrecognized tax benefits were $ 9 .
+Added: The Company accrued gross interest and penalties as of March 31, 2026 and December 31, 2025 of $ 4 .
+Added: During the three months ended March 31, 2026 and 2025, the Company recognized net interest expense of less than $ 1 for both periods.
+Added: If all of the Company’s unrecognized tax benefits as of March 31, 2026 were recognized, $ 12 would impact the Company’s effective tax rate.
The Company files income tax returns in the U.S.
federal jurisdiction, and various state, local, and foreign jurisdictions.
−Removed: As of September 30, 2025, with few exceptions, neither the Company nor its subsidiaries are subject to examination prior to tax year 2015.
+Added: As of March 31, 2026, 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.
1 unchanged sentence
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.
−Removed: Certain provisions will be effective for 2025, while others will be effective for tax years beginning after December 31, 2025.
−Removed: The Company has evaluated the impact of the legislation and incorporated the applicable tax provisions into its consolidated financial statements for the current reporting period.
+Added: Certain provisions are effective for 2026.
+Added: The Company has evaluated the impact of the legislation and incorporated the applicable tax provisions into its condensed consolidated financial statements for the current reporting period.
EMPLOYEE BENEFIT PLANS
2 unchanged sentences
The components of the net periodic pension cost for the defined benefit pension plans are as follows:
−Removed: Three Months Ended September 30,
−Removed: Service cost $ 1 $ 1
−Removed: Interest cost 17 15
−Removed: Expected return on plan assets ( 17 ) ( 16 )
−Removed: Amortization of actuarial losses 5 6
−Removed: Net periodic pension cost $ 6 $ 6
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
Service cost $ 1 $ 1
8 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.
−Removed: Total consolidated contributions to multiemployer plans were $ 26 and $ 25 during the three months ended September 30, 2025 and 2024, respectively, and $ 73 and $ 69 during the nine months ended September 30, 2025 and 2024, respectively.
+Added: Total consolidated contributions to multiemployer plans were $ 25 and $ 21 during the three months ended March 31, 2026 and 2025, 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”).
−Removed: 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.
−Removed: In connection with these plans, the Company recognized $ 9 in expense for shares distributed to eligible employees during the three months ended September 30, 2025 and 2024, and $ 23 and $ 20 in expense during the nine months ended September 30, 2025 and 2024, respectively.
+Added: The Profit Sharing Plans provide for annual discretionary contributions in amounts
+Added: 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.
+Added: In connection with these plans, the Company recognized $ 11 and $ 9 in expense for shares distributed to eligible employees during the three months ended March 31, 2026 and 2025, 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.
−Removed: The Company recognized $ 2 and $ 1 of expense during the three months ended September 30, 2025 and 2024, respectively and $ 6 and $ 4 of expense during the nine months ended September 30, 2025 and 2024, respectively.
+Added: The Company recognized $ 2 of expense during the three months ended March 31, 2026 and 2025.
RELATED-PARTY TRANSACTIONS
−Removed: The Company incurred advisory fees of $ 1 during both the three months ended September 30, 2025 and 2024, and $ 3 during each of the nine months ended September 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.
+Added: The Company incurred advisory fees of $ 1 during both the three months ended March 31, 2026 and 2025, 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, 2025 and December 31, 2024 were settled in 15,212,810 shares and 3,815,493 shares, respectively, issued during January 2026 and January 2025, 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.
−Removed: During 2022, the Company issued and sold 800,000 shares of the Company’s 5.5 % Series B Redeemable Convertible Preferred Stock, par value $ 0.0001 per share (the “Series B Preferred Stock”) for an aggregate purchase price of $ 800 .
−Removed: Of the 800,000 shares issued and sold, 200,000 shares were sold to Viking Global Equities Master Ltd.
−Removed: 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 .
−Removed: During the nine months ended September 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.
−Removed: 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.
−Removed: For additional information regarding the Series B Preferred Stock Conversion, see Note 15 – "Shareholders' Equity and Redeemable Convertible Preferred Stock."
From time to time, the Company also enters into other immaterial related-party transactions.
6 unchanged sentences
Management believes that the likelihood of incurring losses materially in excess of the amounts accrued is remote.
−Removed: The outstanding liability for these obligations of $ 14 and $ 15 was included in other noncurrent liabilities as of September 30, 2025 and December 31, 2024, respectively.
+Added: The outstanding liability for these obligations of $ 12 and $ 13 was included in other noncurrent liabilities as of March 31, 2026 and December 31, 2025, respectively.
SHAREHOLDERS’ EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK
1 unchanged sentence
Series A Preferred Stock
−Removed: The Company had 4,000,000 shares of Series A Preferred Stock issued and outstanding as of September 30, 2025 ("Series A Preferred Stock").
−Removed: 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.
+Added: The Company had 4,000,000 shares of Series A Preferred Stock issued and outstanding as of March 31, 2026 ("Series A Preferred Stock").
+Added: As a result of the three-for-two stock split completed in the second quarter of 2025, the Series A Preferred Stock will be convertible into 6,000,000 shares of common stock upon conversion on the last day of 2026 pursuant to the Company’s Certificate of Incorporation.
Stock Repurchases
−Removed: 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.
−Removed: 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.
+Added: During the second quarter of 2025, the Company's Board of Directors authorized a share repurchase program ("2025 SRP") to purchase up to $ 1,000 shares of the Company's common stock.
+Added: 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 common stock.
The share repurchase program is open-ended and does not require the Company to acquire any specific number of shares.
−Removed: 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.
−Removed: This new authorization replaces the Company's previous share repurchase authorization announced in 2024.
−Removed: During the nine months ended September 30, 2025 and 2024, the Company repurchased 3,095,573 and 24,390,240 shares of common stock for approximately $ 75 and $ 600 , respectively.
−Removed: As of September 30, 2025, the Company had $ 1,000 of authorized repurchases remaining under the SRP.
+Added: 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
+Added: plans in connection with such repurchases.
+Added: This new authorization replaces the Company's previous share repurchase authorization announced in 2024 ("2024 SRP").
+Added: Prior to the new authorization, the Company repurchased 3,095,573 shares of common stock for approximately $ 75 under the 2024 SRP.
+Added: During the three months ended March 31, 2026, the Company did not repurchase any shares of common stock.
+Added: As of March 31, 2026, the Company had $ 1,000 of authorized repurchases remaining under the 2025 SRP.
Authorized Shares
2 unchanged sentences
No shares of common stock were issued to the holders of the Company’s Series A Preferred Stock in connection with the stock split.
+Added: The Series A Preferred Stock will convert to 6,000,000 shares of common stock upon conversion as a result of the stock split.
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 historical periods presented in the Company’s accompanying condensed consolidated financial statements and footnotes thereto.
−Removed: Redeemable Convertible Preferred Stock
−Removed: Series B Preferred Stock
−Removed: 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.
−Removed: During three months ended March 31, 2024, the Company entered into a Conversion and Repurchase Agreement with Juno Lower Holdings L.P.
−Removed: ("Juno Lower Holdings"), FD Juno Holdings L.P.
−Removed: ("FD Juno Holdings", and together with Juno Lower Holdings, "Blackstone"), Viking Global Equities Master Ltd.
−Removed: ("VGEM") and Viking Global Equities II L.P.
−Removed: (VGE II, and collectively with VGEM, "Viking" and collectively with the Blackstone, the "Series B Holders") pursuant to which Blackstone and Viking agreed to convert all of the outstanding shares of the Series B Preferred Stock that they hold, which represents all of the Series B Preferred Stock outstanding.
−Removed: The transactions contemplated by the agreement (the "Series B Preferred Stock Conversion") were also consummated on February 28, 2024.
−Removed: Under the terms of the agreement, (i) the Series B Holders each agreed to exercise their respective right to convert all of their Series B Preferred Stock into common stock, resulting in a total of 800,000 shares of Series B Preferred Stock being converted into approximately 49,205,279 shares of common stock of the Company (inclusive of approximately 424,794 shares attributable to accrued and unpaid dividends thereon (the "Conversion Shares") and (ii) upon issuance of
−Removed: the Conversion Shares, the Company agreed to immediately repurchase one-half of the Conversion Shares, on a pro rata basis, from the Series B Holders for an aggregate purchase price of $ 600 .
−Removed: The fair value of the issued one-half of the remaining Conversion Shares was $ 569 .
−Removed: The repurchase price was financed by (i) an incremental term facility of $ 300 and (ii) cash and available credit from the balance sheet.
−Removed: 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.
−Removed: 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.
−Removed: 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.
EARNINGS PER SHARE
Net income is allocated between the Company’s common shares and other participating securities based on their participation rights.
−Removed: The Series A Preferred Stock and Series B Preferred Stock represent participating securities.
−Removed: Earnings attributable to Series A Preferred Stock and Series B Preferred Stock are not included in earnings attributable to common shares in calculating earnings per common share (the two-class method).
−Removed: For periods of net loss, there is no impact from the two-class method on earnings per share (“EPS”) as net loss is allocated to common shares because Series A Preferred Stock and Series B Preferred Stock shares are not contractually obligated to share the loss.
+Added: The Series A Preferred Stock represent participating securities.
+Added: Earnings attributable to Series A Preferred Stock are not included in earnings attributable to common shares in calculating earnings per common share (the two-class method).
+Added: For periods of net loss, there is no impact from the two-class method on earnings per share (“EPS”) as net loss is allocated to common shares because Series A Preferred Stock shares are not contractually obligated to share the loss.
The following table sets forth the computation of earnings per common share using the two-class method.
−Removed: The dilutive effect of outstanding Series A Preferred Stock, Series B Preferred Stock, the Series A Preferred Stock dividend, and the Series B Preferred Stock dividend is reflected in diluted EPS using the if-converted method and options, restricted shares, performance shares, and market shares are reflected using the treasury stock method.
−Removed: For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Series A Preferred Stock, Series B Preferred Stock, restricted shares, performance shares, market shares, and stock options are anti-dilutive.
+Added: The dilutive effect of outstanding Series A Preferred Stock and the Series A Preferred Stock dividend is reflected in diluted EPS using the if-converted method and restricted shares and performance shares are reflected using the treasury stock method.
+Added: For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Series A Preferred Stock, restricted shares, and performance shares are anti-dilutive.
(Amounts in millions, except share and per share amounts.)
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2025 2024 2025 2024
+Added: Three Months Ended March 31,
Basic earnings per common share:
Net income $ 57 $ 35
−Removed: Less income allocable to Series A Preferred Stock ( 9 ) ( 7 ) ( 21 ) —
−Removed: Less stock dividend attributable to Series B Preferred Stock — — — ( 7 )
−Removed: Less conversion of Series B Preferred Stock — — — ( 372 )
−Removed: Net income (loss) attributable to common shareholders $ 84 $ 62 $ 184 $ ( 196 )
+Added: Income allocable to Series A Preferred Stock ( 6 ) ( 4 )
+Added: Net income attributable to common shareholders $ 51 $ 31
Weighted average shares outstanding - basic 431,490,373 415,850,831
−Removed: Income (loss) per common share - basic $ 0.20 $ 0.15 $ 0.44 $ ( 0.49 )
+Added: Income per common share - basic $ 0.12 $ 0.07
Diluted earnings per common share:
Net income $ 57 $ 35
−Removed: Less income allocable to Series A Preferred Stock ( 9 ) ( 7 ) ( 21 ) —
−Removed: Less stock dividend attributable to Series B Preferred Stock — — — ( 7 )
−Removed: Less conversion of Series B Preferred Stock — — — ( 372 )
−Removed: Net income (loss) attributable to common shareholders - diluted $ 84 $ 62 $ 184 $ ( 196 )
+Added: Income allocable to Series A Preferred Stock ( 6 ) ( 4 )
+Added: Net income attributable to common shareholders - diluted $ 51 $ 31
Weighted average shares outstanding - basic 431,490,373 415,850,831
Dilutive securities:
−Removed: Restricted stock units, warrants, and stock options 1,730,939 1,919,375 1,312,689 —
+Added: Restricted stock units 1,701,725 1,564,750
Shares issuable pursuant to the Series A Preferred Stock dividend (2)
−Removed: 11,924,537 — 7,713,638 —
Weighted average shares outstanding - diluted 435,080,464 417,415,581
−Removed: Income (loss) per common share - diluted $ 0.20 $ 0.15 $ 0.43 $ ( 0.49 )
−Removed: (1) The following items were excluded from the calculation of diluted shares as their inclusion would be anti-dilutive:
−Removed: 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.
+Added: Income per common share - diluted $ 0.12 $ 0.07
+Added: (1) For all periods presented, 4,000,000 shares of Series A Preferred Stock were excluded from the calculation of diluted shares as their inclusion would be anti‑dilutive.
+Added: These shares 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."
−Removed: For the nine months ended September 30, 2024, the year-to-date impact of 187,500 stock options to purchase the same number of common shares.
−Removed: For the nine months ended September 30, 2024, 1,919,375 time-based, performance-based, and market-based restricted stock units.
−Removed: (2) For the three and nine months ended September 30, 2025, 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.
+Added: (2) For the three months ended March 31, 2026, 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.
−Removed: During 2025, the Annual Dividend amount was calculated based on the appreciation of the Company’s share price over the highest
−Removed: previously used share price of $ 24.8713 .
During 2026, the Annual Dividend amount was calculated based on the appreciation of the Company’s share price over the highest previously used share price of $ 38.8096 .
2 unchanged sentences
Safety Services, comprised of the North American Life Safety and International Life Safety operating segments, and Specialty Services.
−Removed: This structure is generally comprised of various businesses related to contracted services and maintenance of industrial and commercial facilities.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Customers within this segment vary from private and public utilities, communications, healthcare, education, transportation, manufacturing, industrial plants, and governmental agencies throughout North America.
−Removed: 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.
−Removed: As a result, information for the HVAC business is combined with the Specialty Services segment within the information reviewed by the CODM.
−Removed: The CODM began regularly reviewing financial information to allocate resources and assess performance utilizing these reorganized segments in January 2025.
−Removed: 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.
+Added: This structure is generally comprised of various businesses related to contracted services, inspections, and monitoring of industrial and commercial facilities.
+Added: 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”), for the purpose of allocating resources and evaluating performance, identifying them as separate reportable segments.
+Added: The Safety Services segment focuses on fire protection solutions, electronic security systems, and elevators and escalators, including the design, installation, inspection, service, and monitoring of these life safety systems.
+Added: The work performed within this segment spans across a diverse mix of end markets with a focus on high tech services, advanced manufacturing, healthcare, fulfillment and distribution centers, and critical infrastructure.
+Added: The Specialty Services segment provides a variety of specialty contracting, fabrication and distribution, and infrastructure and utility services.
+Added: The work within this segment spans across a diverse mix of end markets with a focus on critical infrastructure, high tech services, and healthcare throughout North America.
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.
3 unchanged sentences
Adjustments include expenses that management deems are non-recurring in nature and not indicative of the Company’s core operating results.
−Removed: These adjustments include expenses related to 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.
+Added: These adjustments include contingent consideration and compensation, non-service pension cost, systems and business enablement expenses, business process transformation expenses, acquisition and divestiture related expenses, restructuring program related costs, and other miscellaneous items.
The CODM establishes budgets for the segments, including growth of segment earnings.
2 unchanged sentences
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.
+Added: The CODM does not review assets and capital expenditures by segment.
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:
−Removed: Three Months Ended September 30, 2025
−Removed: Services Specialty
−Removed: Services Total
−Removed: Revenues from external customers $ 1,403 $ 682 $ 2,085
−Removed: Intersegment revenues — 1 1
−Removed: Net revenues 1,403 683 2,086
−Removed: Reconciliation of revenue:
−Removed: Elimination of intersegment revenues ( 1 )
−Removed: Total consolidated revenues $ 2,085
−Removed: Segment cost of revenues (b)
−Removed: Segment operating expenses (c)
−Removed: Segment other income/expense 5 2
−Removed: Depreciation 9 11
−Removed: Segment earnings $ 236 $ 81 $ 317
−Removed: Reconciliation of profit/(loss):
−Removed: Corporate/other profit/(loss) (d)
−Removed: Interest income/(expense) ( 34 )
−Removed: Depreciation ( 21 )
−Removed: Amortization ( 60 )
−Removed: Contingent consideration and compensation ( 1 )
−Removed: Non-service pension cost
−Removed: Systems and business enablement
−Removed: Business process transformation expenses —
−Removed: Acquisition and divestiture related expenses
−Removed: Restructuring program related costs —
−Removed: Income before income taxes $ 130
−Removed: Asset information:
−Removed: Total assets $ 6,768 $ 1,436 $ 8,204
−Removed: Capital expenditures 8 10 18
−Removed: (a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
−Removed: Intersegment expenses are included within the amounts shown and amortization expense is excluded from the amounts shown.
−Removed: (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.
−Removed: (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.
−Removed: (d) Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.
−Removed: Three Months Ended September 30, 2024
−Removed: Services Specialty
−Removed: Services Total
−Removed: Revenues from external customers $ 1,215 $ 611 $ 1,826
−Removed: Intersegment revenues 1 1 2
−Removed: Net revenues 1,216 $ 612 $ 1,828
−Removed: Reconciliation of revenue:
−Removed: Elimination of intersegment revenues ( 2 )
−Removed: Total consolidated revenues $ 1,826
−Removed: Segment cost of revenues (b)
−Removed: Segment operating expenses (c)
−Removed: Segment other income/expense 4 2
−Removed: Depreciation 9 12
−Removed: Segment earnings $ 199 $ 78 $ 277
−Removed: Reconciliation of profit/(loss):
−Removed: Corporate/other profit/(loss) (d)
−Removed: Interest income/(expense) ( 41 )
−Removed: Depreciation ( 21 )
−Removed: Amortization ( 56 )
−Removed: Contingent consideration and compensation ( 1 )
−Removed: Non-service pension cost
−Removed: Systems and business enablement
−Removed: Business process transformation expenses ( 13 )
−Removed: Acquisition and divestiture related expenses
−Removed: Restructuring program related costs ( 4 )
−Removed: Income before income taxes $ 100
−Removed: Asset information:
−Removed: Total assets $ 6,380 $ 1,393 $ 7,773
−Removed: Capital expenditures 7 13 20
−Removed: (a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
−Removed: Intersegment expenses are included within the amounts shown and amortization expense is excluded from the amounts shown.
−Removed: (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.
−Removed: (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.
−Removed: (d) Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.
−Removed: Nine Months Ended September 30, 2025
+Added: Three Months Ended March 31, 2026
Services Specialty
13 unchanged sentences
Corporate/other profit/(loss) (d)
−Removed: Interest income/(expense) ( 109 )
+Added: Interest expense, net ( 30 )
Depreciation ( 21 )
7 unchanged sentences
Income before income taxes $ 71
−Removed: Asset information:
−Removed: Total assets $ 6,768 $ 1,436 $ 8,204
−Removed: Capital expenditures 22 30 52
(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
3 unchanged sentences
(d) Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.
−Removed: Nine Months Ended September 30, 2024
+Added: Three Months Ended March 31, 2025
Services Specialty
13 unchanged sentences
Corporate/other profit/(loss) (d)
−Removed: Interest income/(expense) ( 110 )
+Added: Interest expense, net ( 38 )
Depreciation ( 20 )
7 unchanged sentences
Income before income taxes $ 46
−Removed: Asset information:
−Removed: Total assets $ 6,380 $ 1,393 $ 7,773
−Removed: Capital expenditures 17 37 54
(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
3 unchanged sentences
(d) Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.
+Added: SUBSEQUENT EVENTS
+Added: On April 17, 2026, the Company signed a definitive agreement to acquire Wtech Fire Group (“Wtech”), a comprehensive provider of fire protection, suppression, and detection solutions across Europe.
+Added: Wtech will be acquired for approximately € 324 in cash, subject to working capital and other standard adjustments.
+Added: The transaction is expected to close in the second half of 2026, subject to customary closing conditions, including receipt of required regulatory approvals.
+Added: On April 22, 2026, the Company signed a definitive agreement to acquire Onyx-Fire Protection Services Inc.
+Added: (“Onyx-Fire”), an inspection-first provider of fire and life safety services in Canada, from funds managed by Blackstone Tactical Opportunities.
+Added: Onyx-Fire will be acquired for approximately C$ 725 in cash, subject to working capital and other standard adjustments.
+Added: The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions, including receipt of required regulatory approvals.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
6 unchanged sentences
• our beliefs regarding procurement challenges and the nature of our contractual arrangements and renewal rates and their impact on our future financial results;
−Removed: • our beliefs regarding our acquisition platform and ability to execute and successfully integrate strategic acquisitions;
+Added: • our beliefs regarding our acquisition and divestiture platform and ability to execute acquisitions and divestitures 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;
2 unchanged sentences
• our beliefs regarding our customer relationships and plans to grow existing business and expand service offerings;
−Removed: • our beliefs regarding our ability to pass along commodity price increases to our customers;
+Added: • our beliefs regarding our ability to pass along price increases in supplies and materials to our customers;
• our expectations regarding the cost of compliance with laws and regulations;
2 unchanged sentences
• our expectations and beliefs regarding accounting and tax matters;
−Removed: • our beliefs regarding the effectiveness of the steps taken to remediate previously reported material weaknesses in our internal control over financial reporting;
+Added: • our beliefs regarding the effectiveness of the design and operation of our internal control over financial reporting;
• our expectations regarding future capital expenditures;
−Removed: • our expectations regarding future expenses in connection with our multi-year restructuring program, including those related to workforce reductions;
+Added: • our expectations regarding our enterprise resource planning systems implementations;
• our expectations regarding future pension contributions;
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Important factors that may materially affect the forward-looking statements include the following:
−Removed: • we operate in international markets, which subjects us to economic, political, and other risks;
+Added: • we operate in both domestic and 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;
−Removed: • improperly managed projects or project delays may result in additional costs on claims against us;
−Removed: • we are a decentralized company and place significant decision-making authority with our subsidiaries’ management, supported by certain integrated policies and processes;
−Removed: • 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;
+Added: • as we increase our reliance on cloud-based applications and platforms to operate our businesses, any disruption or interference with these platforms could adversely affect our financial condition and results of operations;
+Added: • improperly managed projects or project delays may result in additional costs or claims against us;
+Added: • we are a decentralized company and place significant decision-making authority with our subsidiaries’ leadership, supported by certain integrated policies and processes;
+Added: • as part of our business strategy, we rely on our ability to successfully execute acquisitions and divestitures and to 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;
−Removed: • 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;
+Added: • adverse developments in the credit markets could adversely affect funding of significant projects and our ability to secure financing, take advantage of acquisition opportunities, or achieve our growth objectives;
+Added: • our level of indebtedness, and the associated compliance obligations contained in the financial 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;
• 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;
−Removed: • we have a significant amount of goodwill and identifiable intangible assets that are subject to impairment in the future under certain circumstances;
−Removed: • any shortfalls in our operation and maintenance of effective controls over financial reporting creates certain risks;
−Removed: • 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;
+Added: • we carry a significant amount of goodwill, identifiable intangible assets, and fixed assets that are subject to impairment in the future under certain circumstances;
+Added: • any shortfalls in our operation and maintenance of effective controls over financial reporting creates certain risks;
• we may not accurately estimate the costs associated with services provided under fixed price contracts;
−Removed: • 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;
+Added: • a portion of our contracts allocate the risks of price increases in supplies and materials 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, as well as elevated risks in the event of changes in spending or budgetary priorities, or delays in contract awards;
−Removed: • 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;
+Added: • our backlog is subject to reduction or cancellation, and revenues may be realized in different periods than initially reflected in backlog;
• we maintain a workforce based upon current and anticipated workloads.
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Additionally, shortages of skilled labor could impede our ability to provide timely, cost-effective services to our customers;
−Removed: • 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;
−Removed: • 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
−Removed: for our services or in the financial condition of our customers and their ability and willingness to invest in infrastructure projects;
+Added: • a large portion of our workforce is covered by collective bargaining agreements, works council arrangements and 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;
+Added: • we are vulnerable to the economic conditions affecting the industries we serve, including the construction, technology, energy exploration, and related industries, which present risks of a decline in demand for our
+Added: 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;
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• 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;
+Added: • our success ultimately depends on our ability to successfully compete in the highly competitive industries and markets we serve, which may be jeopardized by the loss of key senior leadership personnel or a shortage of highly skilled personnel;
• certain of the markets we serve are seasonal, and our projects can be negatively impacted by poor or extreme weather;
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These activities may dilute your ownership interests and, among other reasons, reduce the value of our common stock;
+Added: • we may issue preferred stock in the future and the terms of the preferred stock may 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;
+Added: • our stock price may be volatile and, as a result, stockholders could lose a significant portion or all of their investment;
• 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;
−Removed: • we face risks associated with deterioration in our performance of services, increases in healthcare costs, significant employee misconduct, and adverse regulatory changes, all of which may negatively impact our operations and financial results;
−Removed: • our success ultimately depends on our ability to compete successfully in the industries and markets we serve which may be jeopardized by the loss of key senior management personnel or a shortage of highly skilled personnel.
+Added: • we face risks associated with deterioration in our performance of services, increases in healthcare costs, significant employee misconduct, adverse regulatory changes and changes in accounting principles, all of which may negatively impact our operations and financial results.
The factors identified above are believed to be important factors, but not necessarily all of the important factors, which could cause actual results to differ materially from those expressed in any forward-looking statement made by us.
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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.