UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2022~~2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-39275

APi Group Corporation

(Exact Name of Registrant as Specified in its Charter)


Delaware		98-1510303
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1100 Old Highway 8 NW New Brighton, Minnesota		55112
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (651) 636-4320

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	APG	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer		☐

Non-accelerated filer	☐	Smaller reporting company		☐

			Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: ~~233,771,493~~235,785,994 shares of common stock as of July ~~28, 2022.~~27, 2023.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION		3

Item 1. Financial Statements		3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		4034
Item 3. Quantitative and Qualitative Disclosures about Market Risk		5749
Item 4. Controls and Procedures		5850

PART II. OTHER INFORMATION		6052

Item 1A. Risk Factors		6052
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		6052
Item 4. Mine Safety Disclosures		6052
Item 5. Other Information		52
Item 6. Exhibits		6153

SIGNATURES		6254

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

APi Group Corporation

Condensed Consolidated Balance Sheets (Unaudited)

(In millions, except share and per share data)

June 30,
2022

December 31,
2021

Assets

Current assets:

Cash and cash equivalents

$
330

$
1,188

Restricted cash

3

302

Accounts receivable, net of allowances of $3 and $3 at June 30, 2022 and
    December 31, 2021, respectively

1,232

767

Inventories

149

69

Contract assets

480

217

Prepaid expenses and other current assets

167

83

Total current assets

2,361

2,626

Property and equipment, net

388

326

Operating lease right of use assets

226

101

Goodwill

2,226

1,106

Intangible assets, net

2,028

882

Deferred tax assets

63

73

Pension and post-retirement assets

617

—

Other assets

145

45

Total assets

$
8,054

$
5,159

Liabilities, Redeemable Convertible Preferred Stock, and Shareholders’ Equity

Current liabilities:

Short-term and current portion of long-term debt

$
3

$
1

Accounts payable

448

236

Contingent consideration and compensation liabilities

23

22

Accrued salaries and wages

275

209

Contract liabilities

421

243

Operating and finance leases

64

27

Other accrued liabilities

219

129

Total current liabilities

1,453

867

Long-term debt, less current portion

2,814

1,766

Pension and post-retirement obligations

69

—

Contingent consideration and compensation liabilities

12

10

Operating and finance leases

172

79

Deferred tax liabilities

454

43

Other noncurrent liabilities

127

71

Total liabilities

5,101

2,836

Commitments and contingencies (Note 17)

5.5% Series B Redeemable Convertible Preferred Stock, $0.0001 par value, 800,000 authorized
    shares, 800,000 shares and 0 shares issued and outstanding at June 30, 2022 and December 31,
    2021, respectively; aggregate liquidation preference of $840

797

—

Shareholders’ equity:

Series A Preferred Stock, $0.0001 par value, 7,000,000 authorized shares, 4,000,000 shares
    issued and outstanding at June 30, 2022 and December 31, 2021

—

—

Common Stock, $0.0001 par value, 500,000,000 authorized shares, 233,218,322 shares and
    224,625,193 shares issued at June 30, 2022 and December 31, 2021, respectively (excluding
    7,539,697 shares declared for stock dividend at December 31, 2021)

0

0

Additional paid-in capital

2,564

2,560

Accumulated deficit

(214
)

(237
)
Accumulated other comprehensive income (loss)

(194
)

—

Total shareholders’ equity

2,156

2,323

Total liabilities, redeemable convertible preferred stock, and shareholders’ equity

$
8,054

$
5,159


	June 30, 2023			December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	368		$	605
Accounts receivable, net of allowances of $4 and $3 at June 30, 2023 and December 31, 2022, respectively		1,318			1,313
Inventories		170			163
Contract assets		509			459
Prepaid expenses and other current assets		167			112
Total current assets		2,532			2,652

Property and equipment, net		418			407
Operating lease right of use assets		221			222
Goodwill		2,444			2,382
Intangible assets, net		1,703			1,784
Deferred tax assets		106			108
Pension and post-retirement assets		420			392
Other assets		130			144
Total assets	$	7,974		$	8,091

Liabilities, Redeemable Convertible Preferred Stock, and Shareholders’ Equity
Current liabilities:
Short-term and current portion of long-term debt	$	6		$	206
Accounts payable		473			490
Contingent consideration and compensation liabilities		17			27
Accrued salaries and wages		296			337
Contract liabilities		491			463
Operating and finance leases		73			73
Other accrued liabilities		295			325
Total current liabilities		1,651			1,921

Long-term debt, less current portion		2,590			2,583
Pension and post-retirement obligations		38			40
Contingent consideration and compensation liabilities		8			6
Operating and finance leases		168			166
Deferred tax liabilities		351			340
Other noncurrent liabilities		124			111
Total liabilities		4,930			5,167

Commitments and contingencies (Note 14)

5.5% Series B Redeemable Convertible Preferred Stock, $0.0001 par value, 800,000 authorized shares, 800,000 shares issued and outstanding at June 30, 2023 and December 31, 2022; aggregate liquidation preference of $840		797			797

Shareholders’ equity:
Series A Preferred Stock, $0.0001 par value; 7,000,000 authorized shares; 4,000,000 shares issued and outstanding at June 30, 2023 and December 31, 2022		—			—
Common stock; $0.0001 par value, 500,000,000 authorized shares, 235,270,405 shares and 233,403,912 shares issued at June 30, 2023 and December 31, 2022, respectively (excluding 584,584 shares declared for stock dividend at December 31, 2022)		—			—
Additional paid-in capital		2,565			2,558
Accumulated deficit		(90	)		(164	)
Accumulated other comprehensive loss		(228	)		(267	)
Total shareholders’ equity		2,247			2,127
Total liabilities, redeemable convertible preferred stock, and shareholders’ equity	$	7,974		$	8,091

See notes to condensed consolidated financial statements.

APi Group Corporation

Condensed Consolidated Statements of Operations (Unaudited)

(In millions, except per share amounts)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021			2023			2022			2023			2022
Net revenues	$	1,649		$	978		$	3,120		$	1,781		$	1,771		$	1,649		$	3,385		$	3,120
Cost of revenues		1,214			746			2,309			1,368			1,275			1,214			2,464			2,309
Gross profit		435			232			811			413			496			435			921			811
Selling, general, and administrative expenses		376			185			759			368			389			376			741			759
Operating income (loss)		59			47			52			45
Operating income														107			59			180			52
Interest expense, net		28			14			55			29			38			28			75			55
Loss on extinguishment of debt		—			9			—			9
Loss on extinguishment of debt, net														—			—			3			—
Non-service pension benefit		(11	)		—			(22	)		—			(3	)		(11	)		(6	)		(22	)
Investment income and other, net		(2	)		(6	)		(2	)		(9	)		(3	)		(2	)		(5	)		(2	)
Other expense, net		15			17			31			29			32			15			67			31
Income (loss) before income taxes		44			30			21			16
Income before income taxes														75			44			113			21
Income tax provision (benefit)		14			9			(2	)		3			27			14			39			(2	)
Net income (loss)	$	30		$	21		$	23		$	13
Net income (loss) attributable to common shareholders:
Net income													$	48		$	30		$	74		$	23
Net income attributable to common shareholders:
Stock dividend on Series B Preferred Stock		(11	)		—			(22	)		—			(11	)		(11	)		(22	)		(22	)
Net income (loss) attributable to common shareholders	$	19		$	21		$	1		$	13

Net income (loss) per common share:
Net income attributable to common shareholders													$	37		$	19		$	52		$	1
Net income per common share:
Basic	$	0.06		$	0.09		$	0.01		$	0.06		$	0.12		$	0.06		$	0.17		$	0.01
Diluted		0.06			0.09			0.01			0.06			0.12			0.06			0.17			0.01
Weighted average shares outstanding:
Basic		233			201			233			197			235			233			235			233
Diluted		266			206			266			202			270			266			268			266

See notes to condensed consolidated financial statements.

APi Group Corporation

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

(In millions)


	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended June 30,					Six Months Ended June 30,
	2022			2021		2022			2021		2023		2022			2023		2022
Net income (loss)	$	30		$	21	$	23		$	13
Net income											$	48	$	30		$	74	$	23
Other comprehensive income (loss):
Fair value change - derivatives, net of tax benefit (expense) of ($8), ($3), ($11), and ($3), respectively		22			9		31			8
Fair value change - derivatives, net of tax benefit (expense) of ($5), ($8), ($2), and ($11), respectively												15		22			6		31
Foreign currency translation adjustment		(166	)		4		(225	)		—		27		(166	)		41		(225	)
Comprehensive income (loss)	$	(114	)	$	34	$	(171	)	$	21	$	90	$	(114	)	$	121	$	(171	)

See notes to condensed consolidated financial statements.

APi Group Corporation

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

(In millions, except share amounts)


	Preferred Stock Issued and Outstanding				Common Stock Issued and Outstanding					Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Total Shareholders’			Preferred Stock Issued and Outstanding				Common Stock Issued and Outstanding					Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Total Shareholders’
	Shares		Amount		Shares			Amount		Capital			Deficit			Income (Loss)			Equity			Shares		Amount		Shares			Amount		Capital			Deficit			Loss			Equity
Balance, December 31, 2021		4,000,000	$	—		224,625,193		$	—	$	2,560		$	(237	)	$	—		$	2,323
Net income (loss)		—		—		—			—		—			(7	)		—			(7	)
Balance, December 31, 2022																							4,000,000	$	—		233,403,912		$	—	$	2,558		$	(164	)	$	(267	)	$	2,127
Net income																							—		—		—			—		—			26			—			26
Fair value change - derivatives		—		—		—			—		—			—			9			9			—		—		—			—		—			—			(9	)		(9	)
Foreign currency translation adjustment		—		—		—			—		—			—			(59	)		(59	)		—		—		—			—		—			—			14			14
Series A Preferred Stock dividend		—		—		7,539,697			—		—			—			—			—
(Gain) loss on dedesignated derivatives amortized from AOCI into income																							—		—		—			—		—			—			(4	)		(4	)
Series B Preferred Stock dividend		—		—		519,469			—		—			—			—			—			—		—		1,082,877			—		—			—			—			—
Share repurchases		—		—		(531,431	)		—		(11	)		—			—			(11	)		—		—		(541,316	)		—		(12	)		—			—			(12	)
Profit sharing plan contributions		—		—		622,655			—		15			—			—			15			—		—		631,194			—		14			—			—			14
Share-based compensation and other, net		—		—		413,029			—		8			—			—			8			—		—		636,233			—		9			—			—			9
Balance, March 31, 2022		4,000,000	$	—		233,188,612		$	—	$	2,572		$	(244	)	$	(50	)	$	2,278
Net income (loss)		—		—		—			—		—			30			—			30
Balance, March 31, 2023																							4,000,000	$	—		235,212,900		$	—	$	2,569		$	(138	)	$	(266	)	$	2,165
Net income																							—		—		—			—		—			48			—			48
Fair value change - derivatives		—		—		—			—		—			—			22			22			—		—		—			—		—			—			15			15
Foreign currency translation adjustment		—		—		—			—		—			—			(166	)		(166	)		—		—		—			—		—			—			27			27
(Gain) loss on dedesignated derivatives amortized from AOCI into income																							—		—		—			—		—			—			(4	)		(4	)
Series B Preferred Stock dividend		—		—		686,455			—		—			—			—			—			—		—		436,992			—		—			—			—			—
Share repurchases		—		—		(681,329	)		—		(11	)		—			—			(11	)		—		—		(428,688	)		—		(11	)		—			—			(11	)
Share-based compensation and other, net		—		—		24,584			—		3			—			—			3			—		—		49,201			—		7			—			—			7
Balance, June 30, 2022		4,000,000	$	—		233,218,322		$	—	$	2,564		$	(214	)	$	(194	)	$	2,156
Balance, June 30, 2023																							4,000,000	$	—		235,270,405		$	—	$	2,565		$	(90	)	$	(228	)	$	2,247

Preferred Stock Issued
and Outstanding

Common Stock Issued
and Outstanding

Additional
Paid-In

Accumulated

Accumulated
Other
Comprehensive

Total
Shareholders’

Shares

Amount

Shares

Amount

Capital

Deficit

Income (Loss)

Equity

Balance, December 31, 2020

4,000,000

$
—

168,052,024

$
—

$
1,856

$
(284
)

$
(14
)

$
1,558

Net income (loss)

—

—

—

—

—

(8
)

—

(8
)
Fair value change - derivatives

—

—

—

—

—

—

(1
)

(1
)
Foreign currency translation adjustment

—

—

—

—

—

—

(4
)

(4
)
Series A Preferred Stock dividend

12,447,912

—

—

—

Warrants exercised

—

—

19,994,203

—

230

—

—

230

Profit sharing plan contributions

630,109

13

—

13

Share-based compensation and other, net

—

—

157,979

—

3

—

—

3

Balance, March 31, 2021

4,000,000

$
—

201,282,227

$
—

$
2,102

$
(292
)

$
(19
)

$
1,791

Net income (loss)

—

—

—

—

—

21

—

21

Fair value change - derivatives

—

—

—

—

—

—

9

9

Foreign currency translation adjustment

—

—

—

—

—

—

4

4

Share-based compensation and other, net

—

—

(1,140
)

—

3

—

—

3

Balance, June 30, 2021

4,000,000

$
—

201,281,087

$
—

$
2,105

$
(271
)

$
(6
)

$
1,828


	Preferred Stock Issued and Outstanding				Common Stock Issued and Outstanding					Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Total Shareholders’
	Shares		Amount		Shares			Amount		Capital			Deficit			Loss			Equity
Balance, December 31, 2021		4,000,000	$	—		224,625,193		$	—	$	2,560		$	(237	)	$	—		$	2,323
Net loss		—		—		—			—		—			(7	)		—			(7	)
Fair value change - derivatives		—		—		—			—		—			—			9			9
Foreign currency translation adjustment		—		—		—			—		—			—			(59	)		(59	)
Series A Preferred Stock dividend		—		—		7,539,697			—		—			—			—			—
Series B Preferred Stock dividend		—		—		519,469			—		—			—			—			—
Share repurchases		—		—		(531,431	)		—		(11	)		—			—			(11	)
Profit sharing plan contributions		—		—		622,655			—		15			—			—			15
Share-based compensation and other, net		—		—		413,029			—		8			—			—			8
Balance, March 31,2022		4,000,000	$	—		233,188,612		$	—	$	2,572		$	(244	)	$	(50	)	$	2,278
Net income		—		—		—			—		—			30			—			30
Fair value change - derivatives		—		—		—			—		—			—			22			22
Foreign currency translation adjustment		—		—		—			—		—			—			(166	)		(166	)
Series B Preferred Stock dividend		—		—		686,455			—		—			—			—			—
Share repurchases		—		—		(681,329	)		—		(11	)		—			—			(11	)
Share-based compensation and other, net		—		—		24,584			—		3			—			—			3
Balance, June 30, 2022		4,000,000	$	—		233,218,322		$	—	$	2,564		$	(214	)	$	(194	)	$	2,156

See notes to condensed consolidated financial statements.

APi Group Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)


	Six Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2023			2022
Cash flows from operating activities:
Net income (loss)	$	23		$	13
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income							$	74		$	23
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		38			39			38			38
Amortization		114			63			111			114
Restructuring charges, net of cash paid		8			—
Restructuring charges								4			8
Deferred taxes		(11	)		(1	)		3			(11	)
Share-based compensation expense		9			6			11			9
Profit-sharing expense		6			7			10			6
Non-cash lease expense		33			16			36			33
Non-service pension benefit		(22	)		—
Loss on extinguishment of debt		—			9
Net periodic pension benefit								(6	)		(22	)
Loss on extinguishment of debt, net								3			—
Other, net								(7	)		12
Pension contributions		(27	)		—			(2	)		(27	)
Other, net		12			4
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable		(57	)		(24	)		12			(57	)
Contract assets		(91	)		(42	)		(47	)		(91	)
Inventories		(19	)		(5	)		(6	)		(19	)
Prepaid expenses and other current assets		(25	)		(2	)		(50	)		(25	)
Accounts payable		34			30			(18	)		34
Accrued liabilities and income taxes payable		(49	)		(54	)		(63	)		(49	)
Contract liabilities		29			13			21			29
Other assets and liabilities		(69	)		(53	)		(51	)		(69	)
Net cash provided by (used in) operating activities		(64	)		19			73			(64	)
Cash flows from investing activities:
Acquisitions, net of cash acquired		(2,875	)		(12	)		(45	)		(2,875	)
Purchases of property and equipment		(34	)		(34	)		(46	)		(34	)
Proceeds from sales of property, equipment, held for sale assets, and businesses		6			11
Net cash provided by (used in) investing activities		(2,903	)		(35	)
Proceeds from sales of property, equipment, and businesses								9			6
Net cash used in investing activities								(82	)		(2,903	)
Cash flows from financing activities:
Proceeds from long-term borrowings		1,101			350			—			1,101
Payments on long-term borrowings		(31	)		(318	)		(204	)		(31	)
Payments of debt issuance costs		(25	)		(4	)		—			(25	)
Repurchases of common stock		(22	)		—			(23	)		(22	)
Proceeds from equity issuances		797			230			—			797
Payments of acquisition-related consideration		(1	)		(70	)		(3	)		(1	)
Restricted shares tendered for taxes		(1	)		(1	)		(2	)		(1	)
Net cash provided by (used in) financing activities		1,818			187
Net cash (used in) provided by financing activities								(232	)		1,818
Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash		(9	)		3			4			(9	)
Net increase (decrease) in cash, cash equivalents, and restricted cash		(1,158	)		174
Net decrease in cash, cash equivalents, and restricted cash								(237	)		(1,158	)
Cash, cash equivalents, and restricted cash, beginning of period		1,491			515			607			1,491
Cash, cash equivalents, and restricted cash, end of period	$	333		$	689		$	370		$	333
Supplemental cash flow disclosures:
Cash paid for interest	$	48		$	22		$	79		$	48
Cash paid for income taxes, net of refunds		16			45			48			16
Accrued consideration issued in business combinations		—			1			4			—
Shares of common stock issued to profit sharing plan		13			13			14			13

See notes to condensed consolidated financial statements.

APi Group Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Amounts in millions, except shares and where noted otherwise)

~~NOTE 1. NATURE OF BUSINESS~~

~~APi Group Corporation (the “Company” or “APG”) is a global, market-leading business services provider of safety and specialty services in over~~ ~~500~~ ~~locations in approximately 20 countries.~~

NOTE 2.1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Nature of business

APi Group Corporation (the “Company” or “APG”) is a global, market-leading business services provider of safety and specialty services in over 500 locations worldwide.

Principles of consolidation

The accompanying interim unaudited condensed consolidated financial statements (the “Interim Statements”) include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. These Interim Statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete financial statements. The condensed consolidated balance sheets as of December 31, ~~2021~~2022, were derived from audited financial statements for the year then ended but do not include all of the information and footnotes required by U.S. GAAP with respect to annual financial statements. In the opinion of management, the Interim Statements include all adjustments (including normal recurring accruals) necessary for a fair presentation of the Company’s consolidated financial position, results of operations, and cash flows for the dates and periods presented. The Company revised its Condensed Consolidated Statements of Shareholders’ Equity for the three-month period ended March 31, 2022 to reclassify the Series B Preferred Stock dividend from Accumulated Deficit to Additional Paid-In Capital. It is recommended that these Interim Statements be read in conjunction with the Company’s audited annual consolidated financial statements and accompanying footnotes thereto for the year ended December 31, ~~2021.~~2022. Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period.

~~Resegmentation~~

The Company has combined the leadership responsibility and full accountability for the Industrial Services and Specialty Services operating segments. As a result, beginning in 2022, the information for the legacy Industrial Services segment was combined with the legacy Specialty Services segment to form a new operating and reportable segment called Specialty Services. Accordingly, the Company presents financial information for the Safety Services and Specialty Services segments, the two operating segments and also the reportable segments. The Company's chief operating decision maker regularly reviews financial information to allocate resources and assess performance utilizing these reorganized segments.

Certain prior year amounts have been recast to conform to the current year presentation. Throughout these Interim Statements, unless otherwise indicated, amounts and activity reflect reclassifications related to the Company's resegmentation, as described in Note 21 - "Segment Information."

Cash, cash equivalents, and restricted cash

The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Restricted cash is reported as ~~restricted cash and~~ other current assets in the condensed consolidated balance sheets. Restricted cash reflects collateral against certain bank ~~guarantees and amounts held in escrow.~~guarantees.

Investments

The Company holds investments in joint ventures, which are accounted for under the equity method of accounting as the Company does not exercise control over the joint ventures. The Company’s share of earnings from the joint ventures was $2 and $1 during the three months ended June 30, 2023 and 2022, ~~and 2021,~~respectively, and $14 and $21 during the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The earnings are recorded within investment income and other, net in the condensed consolidated statements of operations. The investment balances were $36 and $4 as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, and are recorded within other assets in the condensed consolidated balance sheets.

~~Pension and post-retirement obligations~~

~~The Company's accounting policies related to pension and post-retirement obligations are disclosed in Note 15 - "Pension".~~

NOTE 3.2. RECENT ACCOUNTING PRONOUNCEMENTS

The Company has not adopted any additional accounting pronouncements since the 2022 audited annual consolidated financial statements. See the ~~recent accounting pronouncements discussion below~~Company's Form 10-K filed on March 1, 2023 for information pertaining to the effects of recently adopted and other recent accounting ~~pronouncements as updated from the discussion in the Company’s 2021 audited consolidated financial statements included in the Company’s Form 10-K filed on March 1, 2022.~~pronouncements.

~~Accounting standards issued and adopted~~

~~In March 2020, the FASB issued ASU 2020-04,~~ ~~Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~, which helps limit the accounting impact from contract modifications, including hedging relationships, due to the transition from the London Interbank Offered Rate ("LIBOR") to alternative reference rates, such as the Secured Overnight Financing Rate, that are completed by December 31, 2022. The Company adopted this standard on January 1, 2022, and it did not have an impact on the consolidated financial statements. The Company will continue to use the one-month LIBOR until it is phased out on June 30, 2023 and does not expect the transition from LIBOR to alternative reference interest rates to have a significant impact to operating results, financial position or cash flows, but will continue to monitor the impact of this transition until it is completed.

~~In August 2020, the FASB issued ASU 2020-06,~~ ~~Debt – Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)~~, which simplifies the accounting for certain convertible instruments, amends guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share (EPS) calculations as a result of these changes. The Company adopted this ASU on January 1, 2022 and it did not have a material impact on its consolidated financial statements.

NOTE 4.3. BUSINESS COMBINATIONS

The Company ~~continually~~regularly evaluates potential acquisitions that strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into a new and attractive business area. Acquisitions are accounted for as business combinations using the acquisition method of accounting. As such, the Company makes a preliminary allocation of the purchase price to the tangible assets, ~~and~~ identifiable intangible assets acquired, and liabilities assumed. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. ~~Purchase~~The purchase price is allocated to acquired assets and liabilities assumed based upon their estimated fair values, with limited exceptions as permitted pursuant to U.S. GAAP, as determined based on estimates and assumptions deemed reasonable by the Company. The Company engages third-party valuation specialists to assist with the preparation of critical assumptions and calculations of the fair value of acquired tangible and intangible assets in connection with significant acquisitions. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed is recorded as goodwill. Goodwill is attributable to the workforce of the acquired businesses, the complementary strategic fit and resulting synergies these businesses bring to existing operations, and the opportunities in new markets expected to be achieved from the expanded platform.

2023 Acquisitions

On June 30, 2023, the Company completed an acquisition included within the Safety Services segment. Consideration for the acquisition included cash paid at closing of $30, cash deposited into escrow for future deferred payments of $5, and accrued consideration of $3.

The accounting for this acquisition remains preliminary. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.

2022 Chubb Acquisition

~~On January 3,~~During 2022, the Company completed its acquisition of the Chubb fire and security business (the "Chubb Acquisition"). The Chubb fire and security business (the "Chubb business" or "Chubb") is a globally recognized fire safety and security services provider, offering customers complete and reliable services from design and installation to monitoring and on-going maintenance and recurring services. The Chubb business is headquartered in the United Kingdom, and has operations in 17 countries, expanding the Company's geographic footprint to a total of ~~approximately~~over 20 countries. The results of the Chubb business are reported within the Company's Safety Services segment.

Based on U.S. income tax principles related to acquisitions of non-U.S. entities, none of the total amount of goodwill is deductible for U.S. income tax purposes.

~~The total net consideration after estimated working capital adjustments was $2,899, which included aggregate cash consideration of $2,935~~ paid by the Company for the stock purchase of the Chubb business. Cash consideration was funded through a combination of cash on hand and net proceeds from the private placement of Series B Preferred Stock (as defined in Note 16 - "Related-Party Transactions"), the offering of the ~~4.750~~% Senior Notes, and the 2021 Term Loan (both defined in Note 12 - "Debt"). Total consideration is still subject to post closing adjustments, which the Company anticipates will be finalized during the fourth quarter of 2022.

~~During the three and six months ended June 30, 2022, the Company incurred transaction costs of $~~0 ~~and $~~24~~, respectively, which were expensed and included as a component of selling, general, and administrative expenses in the condensed consolidated statements of operations.~~

~~The Chubb Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805,~~ ~~Business Combinations~~ (“ASC 805”). The purchase price has been preliminarily allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values, with the exception of the following: (1) pre-acquisition contingencies which are recognized and measured in accordance with ASC 450, ~~Contingencies~~ ~~(“ASC 450”) if fair value cannot be determined; (2) deferred income tax assets acquired and liabilities assumed are recognized and measured in accordance with ASC 740,~~ ~~Income Taxes; (3) pensions and other post-retirement benefits other than pensions are recognized and measured in accordance with ASC 715,~~ ~~Compensation – Retirement Benefits; (4) contract assets and liabilities are measured and recognized in accordance with ASC 606,~~ ~~Revenue from Contracts with Customers;~~ ~~and (5) certain lease related assets and liabilities which are measured and recognized in accordance with ASC 842,~~ ~~Leases~~.

The following table summarizes the ~~preliminary estimated~~final fair values of the assets acquired and liabilities assumed at the date of the Chubb Acquisition:


Cash paid at closing				$	2,935
Working capital and net indebtedness adjustment					(42	)
Total net consideration				$	2,893

Cash	$	60		$	60
Accounts receivable		438			426
Inventories		67			68
Contract assets		183			183
Other current assets		20			25
Property and equipment		67			73
Operating lease right of use assets		154			146
Pension and post-retirement assets		626			626
Other noncurrent assets		20			8
Intangible assets		1,385			1,200
Goodwill		1,229			1,367
Accounts payable		(191	)		(192	)
Contract liabilities		(162	)		(162	)
Accrued expenses		(219	)		(255	)
Finance and operating lease liabilities		(154	)		(148	)
Pension and post-retirement obligations		(75	)		(56	)
Deferred tax liabilities		(465	)		(383	)
Other noncurrent liabilities		(84	)		(93	)
Net assets acquired	$	2,899		$	2,893

Since the Chubb Acquisition occurred on January 3, 2022, the Company has not finalized its accounting for any areas of purchase price allocation related to the Chubb Acquisition. The Company anticipates that it will finalize its accounting for the Chubb Acquisition during the fourth quarter of 2022. During the three months ended June 30, 2022, the Company recorded a measurement period adjustments, primarily related to working capital balances, property, leases, and other noncurrent liabilities. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.

~~The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The Company has assigned the provisional goodwill of $1,229~~ to its Safety Services reportable segment (see Note 7 - "Goodwill and Intangibles"). Based on U.S. income tax principles related to acquisitions of non-U.S. entities, the Company does not expect any of the provisional amount of goodwill to be deductible for U.S. income tax purposes.

The Company has identified the following significant intangible assets: customer relationships, trade names and trademarks, and contractual backlog. As of the effective date of the Chubb Acquisition, identifiable intangible assets are required to be measured at fair value, and these assets could include assets that are not intended to be used or sold or that are intended to be used in a manner other than their highest and best use. For purposes of these condensed consolidated financial statements, the fair value and weighted-average useful lives of these intangible assets have been estimated using variations of the income approach. Specifically, the excess earnings method was utilized to estimate the fair value of the customer relationships and the contractual backlog. The relief from royalty method was utilized to estimate the fair value of the trade names and trademarks. Significant inputs used to value these intangible assets include projections of future cash flows, long-term growth rates, customer attrition rates, discount rates, royalty rates, and applicable income tax rates.

~~The following table summarizes the preliminary fair value of the identifiable intangible assets:~~

Customer relationships

$
825

Trade names and trademarks

550

Contractual backlog

10

Total intangibles

$
1,385

~~The estimated useful lives over which the intangible assets will be amortized are as follows: customer relationships (15 years), trade names and trademarks (15 years), and contractual backlog (1 year~~).

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

~~Pro forma consolidated financial information~~

The following pro forma consolidated financial information reflects the results of operations of the Company for the three and six months ended June 30, 2021 as if the Chubb Acquisition and related financing had occurred as of January 1, 2021, after giving effect to certain purchase accounting and financing adjustments. These amounts are based on financial information of the Chubb business and are not necessarily indicative of what the Company’s operating results would have been had the Chubb Acquisition and related financing taken place on January 1, 2021.

Three Months Ended
June 30, 2021

Six Months Ended
June 30, 2021

Net revenues

$
1,532

$
2,883

Net income (loss)

(12
)

(53
)

Pro forma financial information is presented as if the operations of Chubb had been included in the consolidated results of the Company since January 1, 2021, and gives effect to transactions that are directly attributable to the Chubb Acquisition and related financing. Adjustments, net of related tax impacts, include: additional depreciation and amortization expense related to the fair value of acquired property and equipment and intangible assets as if such assets were acquired on January 1, 2021; costs related to the fair value step-up of acquired inventory; interest expense under the Company’s 2021 Term Loan and ~~4.750% Senior Notes (both defined in Note 12 - "Debt") as if the amounts borrowed to partially finance the purchase price were borrowed on January 1, 2021.~~

~~Total cumulative transaction-related costs of $~~44 ~~were expensed and have been included as a component of selling, general, and administrative expenses, were reflected as if the transaction occurred as of January 1, 2021.~~

~~2021 Acquisitions~~

The Company completed the acquisitions of Premier Fire & Security, Inc. ("Premier Fire") in July 2021, and Northern Air Corporation ("NAC") in November 2021, both included in the Safety Services segment, as well as several other individually immaterial acquisitions. Total purchase consideration for all of the completed acquisitions of $~~113~~ ~~consisted of cash paid at closing of $~~93~~, gross cash acquired of $~~7~~, and accrued consideration of $~~20~~. The results of operations of these acquisitions are included in the Company’s condensed consolidated statements of operations from their respective dates of acquisition.~~

The Company has not finalized its accounting for the NAC acquisition. The area of the purchase price allocation that is not yet finalized for the NAC acquisition is the valuation of income tax related matters. During the six months ended June 30, 2022, the Company recorded a measurement period adjustment, primarily related to a reclassification between intangible assets and goodwill for the NAC acquisition. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required. Based on preliminary estimates, the total amount of goodwill from the 2021 acquisitions expected to be deductible for tax purposes is $48~~. See Note 7 – “Goodwill and Intangibles” for the provisional goodwill assigned to each segment.~~

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

Premier Fire

NAC

Other 2021
Acquisitions

Cash paid at closing

$
32

$
36

$
25

Accrued consideration

7

4

9

Total consideration

$
39

$
40

$
34

Cash

$
3

$
2

$
2

Current assets

10

22

6

Property and equipment

1

2

2

Intangible assets, net

14

13

11

Goodwill

17

13

19

Current liabilities

(6
)

(12
)

(6
)
Net assets acquired

$
39

$
40

$
34

~~For the three months ended June 30, 2022, net revenues and operating income from the Company's material acquisitions that closed over the previous 12 months was $560~~ ~~and $~~4~~, respectively. For the six months ended June 30, 2022, net revenues and operating income from the material acquisitions that closed over the previous 12 months was $1,103~~ ~~and $~~14~~, respectively.~~

Accrued consideration

The Company’s acquisition purchase agreements typically include deferred payment provisions, often to sellers who become employees of the Company or its subsidiaries. The provisions are made up of three general types of arrangements, contingent compensation and contingent consideration (both of which are contingent on the future performance of the acquired entity) and deferred payments related to indemnities. Contingent compensation arrangements are typically contingent on the former owner’s future employment with the Company, and the related amounts are recognized over the required employment period, which is typically ~~three~~one to ~~five~~four years. Contingent consideration arrangements are not contingent on employment and are included as part of purchase consideration at the time of the initial acquisition and are paid over a ~~three~~one to ~~five~~four year period. The liability for deferred payments is recognized at the date of acquisition based on the Company’s best estimate and is typically payable over a ~~twelve~~one to ~~twenty-four month~~three year period. Deferred payments are not contingent on any future performance or employment obligations and can be offset for working capital true-ups, and representations and warranty items.

The total contingent compensation arrangement liability was $165 and $1219 at June 30, ~~2022~~2023, and December 31, ~~2021,~~2022, respectively. The maximum payout of these arrangements upon completion of the future performance periods was $2014 and $5725, inclusive of the $165 and $1219, accrued as of June 30, ~~2022~~2023, and December 31, ~~2021,~~2022, respectively. The contingent compensation liability is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented. The Company primarily determines the contingent compensation liability based on forecasted cumulative earnings compared to the cumulative earnings target set forth in the arrangement. Compensation expense associated with these arrangements is recognized ratably over the required employment period.

The contingent consideration obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. For additional considerations regarding the fair value of the Company's contingent consideration liabilities, see Note 87 - "Fair Value of Financial Instruments."

1210

The total liability for deferred payments was $1513 and $9 at ~~both~~ June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, and ~~are~~is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented.

NOTE 5.4. Restructuring

During ~~the three months ended June 30,~~ 2022, the Company ~~initiated a~~announced its multi-year Chubb restructuring program designed to drive efficiencies and synergies and optimize operating margin. The ~~Company expects to incur~~Chubb restructuring program includes expenses related to workforce reductions, lease termination costs, and other facility rationalization costs ~~over~~through fiscal year 2024.

During the ~~next three years. The~~six months ended June 30, 2023, the Company ~~recorded total~~incurred pre-tax restructuring costs within the Safety Services segment of $4 in connection with the Chubb restructuring program. Since the Chubb Acquisition through June 30, 2023, the Company had incurred aggregate restructuring costs of $1134~~, of which~~. In total, the Company estimates that it will recognize approximately $2105 ~~was recorded in cost~~ of ~~revenues and $~~9 ~~in selling, general, and administrative expenses on~~restructuring costs related to the ~~condensed consolidated statements~~Chubb restructuring program by the end of ~~operations for both the three and six months ended June 30, 2022, within the Safety Services segment. The amounts recognized in the period relate to costs associated with workforce reductions.~~fiscal year 2024. As of June 30, ~~2022,~~2023, the Company had $815 in restructuring liabilities recorded in other accrued liabilities on the condensed consolidated balance sheets for this plan, which are expected to be paid within the next six to nine months. The Company continues to evaluate operating efficiencies and anticipates incurring additional costs in the coming quarters in connection with these activities, but is unable to estimate those amounts at this time as such plans are not yet finalized.plan.

The following table summarizes the Company's ~~2022~~ restructuring program for the six ~~month period~~months ended June 30, 2023 and 2022:

Six Months Ended
June 30, 2022

Balance as of December 31, 2021

$
—

Charged to cost of revenues - employee related

2

Charged to selling, general, and administrative expenses - employee related

9

Payments

(3
)
Currency translation adjustment and other

—

Balance as of June 30, 2022

$
8


	Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
Balance at the beginning of the period	$	22		$	—
Charged to cost of revenues - employee related		—			2
Charged to selling, general, and administrative expenses - employee related		4			9
Payments		(11	)		(3	)
Currency translation adjustment		—			—
Balance at the end of the period	$	15		$	8

Additionally, the Company incurred $3 of related costs as part of the overall Chubb restructuring program, including right of use asset impairment charges related to the abandonment of leases.

NOTE 6.5. NET REVENUES

~~Under ASC 606,~~ ~~Revenue from Contracts with Customers~~ (“ASC 606”), revenue is recognized when or as control of promised goods and services are transferred to customers, and the amount of revenue recognized reflects the consideration to which an entity expects to be entitled in exchange for the goods and services transferred. Net revenues are primarily recognized by the Company over time utilizing the cost-to-cost measure of progress. Net revenues recognized at a point in time primarily relate to distribution contracts and short-term time and materials contracts.

Contracts with customers

The Company derives net revenues primarily from contracts with a duration of less than one week to three years (with the majority of contracts with durations of less than six months), which are subject to multiple pricing options, including fixed price, unit price, time and material, or cost plus a markup. 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. The Company also enters into ~~fixed price~~fixed-price service contracts related to monitoring, maintenance, and inspection of safety systems. The Company may utilize subcontractors in the fulfillment of its performance obligations. When doing so, the Company is considered the principal in these transactions and revenues are recognized on a gross basis.

Net revenues for fixed price agreements are generally recognized over time using the cost-to-cost method of accounting, which measures progress based on the cost incurred relative to total expected cost in satisfying its performance obligation. The cost-to-cost method is used as it best depicts the continuous transfer of control of goods or services to the customer. Costs incurred include direct materials, labor and subcontract costs, and indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. These contract costs are included in the results of operations under cost of revenues. Labor and subcontractor labor costs are considered to be incurred and recognized as the work is performed.11

Net revenues from time and material contracts are generally recognized as the services are provided and is equal to the sum of the contract costs incurred plus an agreed upon markup. Net revenues earned from distribution contracts are recognized upon shipment or performance of the service.

The cost estimation process for recognizing net revenues over time under the cost-to-cost method is based on the professional knowledge and experience of the Company’s project managers, engineers, and finance professionals. Management reviews estimates of total contract transaction price and total project costs on an ongoing basis. Changes in job performance, job conditions, and management’s assessment of expected variable consideration are factors that influence estimates of the total contract transaction price, total costs to complete those contracts, and the Company’s profit recognition. Changes in these factors could result in cumulative revisions to net revenues in the period in which the revisions are determined, which could materially affect the Company’s consolidated results of operations for that period. Provisions for estimated losses on uncompleted contracts are recorded in the period in which such estimated losses are determined.

The Company disaggregates its net revenues primarily by segment, service type, and country from which revenues are invoiced, as the nature, timing, and uncertainty of cash flows are relatively consistent within each of these categories. The following tables provide disclosure of disaggregated net revenues by segment for the three and six months ended June 30, ~~2022~~2023, and ~~2021. Prior~~2022. During 2023, the Company moved an immaterial business component within the Safety Services segment from the HVAC to the Life Safety reporting unit, and prior period ~~balances~~amounts in this table have been recast to reflect the current period ~~presentation, as described in Note 2 - "Basis~~presentation. The Company also recorded an immaterial revision of ~~Presentation and Significant Accounting Policies."~~$74 for the three-month period ended June 30, 2022, to reclassify revenues from the Infrastructure/Utility service type to the Specialty Contracting service type within its Specialty Services segment. The revision of service type revenues did not impact the Specialty Services segment disaggregated revenues for the six months ended June 30, 2022. Disaggregated net revenues information is as follows:


	Three Months Ended June 30, 2022										Three Months Ended June 30, 2023
	Safety Services		Specialty Services		Corporate and Eliminations			Consolidated			Safety Services		Specialty Services		Corporate and Eliminations			Consolidated
Life Safety	$	1,007	$	—	$	—		$	1,007		$	1,098	$	—	$	—		$	1,098
Mechanical		139		—		—			139
Infrastructure / Utility		—		366		—			366
Heating, Ventilation, and Air Conditioning ("HVAC")												127		—		—			127
Infrastructure/Utility												—		307		—			307
Fabrication		—		53		—			53			—		58		—			58
Specialty Contracting		—		99		—			99			—		190		—			190
Corporate and Eliminations		—		—		(15	)		(15	)		—		—		(9	)		(9	)
Net revenues	$	1,146	$	518	$	(15	)	$	1,649		$	1,225	$	555	$	(9	)	$	1,771


	Three Months Ended June 30, 2021										Three Months Ended June 30, 2022
	Safety Services		Specialty Services		Corporate and Eliminations			Consolidated			Safety Services		Specialty Services		Corporate and Eliminations			Consolidated
Life Safety	$	403	$	—	$	—		$	403		$	1,019	$	—	$	—		$	1,019
Mechanical		109		—		—			109
Infrastructure / Utility		—		265		—			265
HVAC												127		—		—			127
Infrastructure/Utility												—		292		—			292
Fabrication		—		58		—			58			—		53		—			53
Specialty Contracting		—		153		—			153			—		173		—			173
Corporate and Eliminations		—		—		(10	)		(10	)		—		—		(15	)		(15	)
Net revenues	$	512	$	476	$	(10	)	$	978		$	1,146	$	518	$	(15	)	$	1,649


	Six Months Ended June 30, 2022										Six Months Ended June 30, 2023
	Safety Services		Specialty Services		Corporate and Eliminations			Consolidated			Safety Services		Specialty Services		Corporate and Eliminations			Consolidated
Life Safety	$	1,958	$	—	$	—		$	1,958		$	2,166	$	—	$	—		$	2,166
Mechanical		262		—		—			262
Infrastructure / Utility		—		508		—			508
HVAC												250		—		—			250
Infrastructure/Utility												—		547		—			547
Fabrication		—		107		—			107			—		113		—			113
Specialty Contracting		—		315		—			315			—		325		—			325
Corporate and Eliminations		—		—		(30	)		(30	)		—		—		(16	)		(16	)
Net revenues	$	2,220	$	930	$	(30	)	$	3,120		$	2,416	$	985	$	(16	)	$	3,385


	Six Months Ended June 30, 2021										Six Months Ended June 30, 2022
	Safety Services		Specialty Services		Corporate and Eliminations			Consolidated			Safety Services		Specialty Services		Corporate and Eliminations			Consolidated
Life Safety	$	771	$	—	$	—		$	771		$	1,982	$	—	$	—		$	1,982
Mechanical		207		—		—			207
Infrastructure / Utility		—		430		—			430
HVAC												238		—		—			238
Infrastructure/Utility												—		508		—			508
Fabrication		—		139		—			139			—		107		—			107
Specialty Contracting		—		251		—			251			—		315		—			315
Corporate and Eliminations		—		—		(17	)		(17	)		—		—		(30	)		(30	)
Net revenues	$	978	$	820	$	(17	)	$	1,781		$	2,220	$	930	$	(30	)	$	3,120


	Three Months Ended June 30, 2023
	Safety Services		Specialty Services		Corporate and Eliminations			Consolidated
United States	$	583	$	549	$	(9	)	$	1,123
France		150		—		—			150
Other		492		6		—			498
Net revenues	$	1,225	$	555	$	(9	)	$	1,771


	Three Months Ended June 30, 2022
	Safety Services		Specialty Services		Corporate and Eliminations			Consolidated
United States	$	534	$	507	$	(15	)	$	1,026
France		144		—		—			144
Other		468		11		—			479
Net revenues	$	1,146	$	518	$	(15	)	$	1,649


	Three Months Ended June 30, 2021									Six Months Ended June 30, 2023
	Safety Services		Specialty Services		Corporate and Eliminations			Consolidated		Safety Services		Specialty Services		Corporate and Eliminations			Consolidated
United States	$	422	$	467	$	(10	)	$	879	$	1,143	$	966	$	(16	)	$	2,093
France		—		—		—			—		306		—		—			306
Other		90		9		—			99		967		19		—			986
Net revenues	$	512	$	476	$	(10	)	$	978	$	2,416	$	985	$	(16	)	$	3,385


	Six Months Ended June 30, 2022
	Safety Services		Specialty Services		Corporate and Eliminations			Consolidated
United States	$	1,008	$	916	$	(30	)	$	1,894
France		292		—		—			292
Other		920		14		—			934
Net revenues	$	2,220	$	930	$	(30	)	$	3,120

Six Months Ended June 30, 2021

Safety
Services

Specialty
Services

Corporate and
Eliminations

Consolidated

United States

$
805

$
807

$
(17
)

$
1,595

France

—

—

—

—

Other

173

13

—

186

Net revenues

$
978

$
820

$
(17
)

$
1,781

The Company’s contracts with its customers generally require significant services to integrate complex activities and equipment into a single deliverable and are, therefore, generally accounted for as a single performance obligation to provide a single contracted service for the duration of the project. For contracts with multiple performance obligations, the transaction price of a contract is allocated to each performance obligation and recognized as net revenues when or as the performance obligation is satisfied using the estimated stand-alone selling price of each distinct good or service. The stand-alone selling price is estimated using the expected cost plus a margin approach for each performance obligation. The Company utilizes the practical expedient under ASC 606 and does not disclose unsatisfied performance obligations for service contracts as these contracts generally have an original duration of less than one year. For those in-process contracts, ~~with an original duration exceeding one year,~~ the aggregate amount of transaction price allocated to the unsatisfied performance obligations ~~unsatisfied~~ at June 30, ~~2022~~2023 was $~~543~~2,401. The Company expects to recognize revenue on approximately 5088% of the remaining performance obligations over the next 12twelve months.

When more than one contract is entered into with a customer on or close to the same date, management evaluates whether those contracts should be combined and accounted for as a single contract as well as whether those contracts should be accounted for as one, or more than one, performance obligation. This evaluation requires significant judgment and is based on the facts and circumstances of the various contracts.

Contracts are often modified through change orders to account for changes in the scope and price of the goods or services being provided. Although the Company evaluates each change order to determine whether such modification creates a separate performance obligation, the majority of change orders are for goods or services not distinct within the context of the original contract and, therefore, not treated as separate performance obligations but rather as a modification of the existing contract and performance obligation.

~~Variable consideration~~

Transaction prices for customer contracts may include variable consideration which comprises items such as early completion bonuses and liquidated damages provisions. Management estimates variable consideration for a performance obligation utilizing estimation methods believed to best predict the amount of consideration to which the Company will be entitled. Variable consideration is included in the transaction price only to the extent it is probable, in the Company’s judgment, that a significant future reversal in the amount of cumulative revenue recognized under the contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

Changes in the estimates of transaction prices are recognized in net revenues on a cumulative catch-up basis in the period in which the revisions to the estimates are made. Such changes in estimates may also result in the reversal of previously recognized net revenues if the ultimate outcome differs from the Company’s previous estimate. For the three and six months ended June 30, 2022 and 2021, there were no significant reversals of net revenues recognized associated with the revision of transaction prices. The Company typically does not incur any returns, refunds or similar obligations after the completion of the performance obligation since any deficiencies are corrected during the course of performance.

Contract assets and liabilities

~~The Company typically invoices customers with payment terms of net due in~~ ~~30 days~~. It is also common for contracts in the Company’s industries to specify a general contractor is not required to submit payments to a subcontractor until it has received those funds from the owner or funding source. In most instances, the Company receives payment of invoices between 30 to ~~90 days~~ ~~from the date of the invoice.~~

The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from the Company’s projects when revenues are recognized under the cost-to-cost measure of progress and exceed the amounts invoiced to the Company’s customers, as the amounts cannot be billed under the terms of the Company’s contracts. In addition, many of the Company’s time and material arrangements are billed in arrears pursuant to contract terms, resulting in contract assets being recorded as net revenues are recognized in advance of billings.

The Company utilizes the practical expedient under ASC 606 and does not adjust for a significant financing component if the time between payment and the transfer of the related good or service is expected to be one year or less. The Company’s revenue arrangements are typically accounted for under such expedient as payments are within one year of performance for the Company’s services. As of June 30, 2022, none of the Company’s contracts contained a significant financing component. Contract liabilities from the Company’s contracts arise when amounts invoiced to the Company’s customers exceed net revenues recognized under the cost-to-cost measure of progress. Contract liabilities also include advance payments from the Company’s customers on certain contracts. Contract liabilities decrease as the Company recognizes net revenues from the satisfaction of the related performance obligation. Contract assets and contract liabilities are classified as current in the condensed consolidated balance sheets as all amounts are expected to be relieved within one year.

The balances of accounts receivable, net of allowances, contract assets, and contract liabilities from contracts with customers as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 are as follows:

Accounts
receivable,
net of
allowances

Contract
assets

Contract
liabilities

Balance as of June 30, 2022

$
1,232

$
480

$
421

Balance as of December 31, 2021

767

217

243


	Accounts receivable, net of allowances		Contract assets		Contract liabilities
Balance at June 30, 2023	$	1,318	$	509	$	491
Balance at December 31, 2022		1,313		459		463

The Company did not recognize significant revenues associated with the final settlement of contract value for any projects completed in prior periods. In accordance with industry practice, accounts receivable includes retentions receivable, a portion of which may not be received within one year. At June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, retentions receivable were $~~130~~140 and $~~117~~150, respectively, while the portions that may not be received within one year were $2927 and $2535, respectively. ~~There were no other significant changes due to business acquisitions or significant changes in estimates of contract progress or transaction price. There were~~

0 ~~significant impairments of contract assets recognized during the period.~~13

~~Costs to obtain or fulfill a contract~~

The Company generally does not incur significant incremental costs related to obtaining or fulfilling a contract prior to the start of a project. The Company may incur certain fulfilment costs such as initial design or mobilization costs which are capitalized if: (i) they relate directly to the contract; (ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation under the contract; and (iii) are expected to be recovered through revenues generated under the contract. Such costs, which are amortized over the life of the respective project, were not material for any period presented.

NOTE 7.6. GOODWILL AND INTANGIBLES

Goodwill

The following table provides disclosure of goodwill by segment as of June 30, ~~2022~~2023 and December 31, ~~2021. Prior period balances in this table have been recast to reflect current period presentation, as described in Note 2 - "Basis of Presentation and Significant Accounting Policies,"~~2022. The changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, ~~2022~~2023 are as follows:

Safety
Services

Specialty
Services

Total
Goodwill

Goodwill as of December 31, 2021

$
925

$
181

$
1,106

Acquisitions

1,229

—

1,229

Measurement period adjustments and other (1)

(109
)

—

(109
)
Goodwill as of June 30, 2022

$
2,045

$
181

$
2,226


	Safety Services		Specialty Services		Total Goodwill
Goodwill as of December 31, 2022	$	2,201	$	181	$	2,382
Acquisitions		31		—		31
Foreign currency translation		31		—		31
Goodwill as of June 30, 2023	$	2,263	$	181	$	2,444

~~(1)~~

Measurement period adjustments and other includes fluctuations due to foreign currency translation and measurement period adjustments recorded during the six months ended June 30, 2022 related to purchase accounting adjustments for acquisitions completed during the previous twelve months (see Note 4 - "Business Combinations").

Intangibles

The Company’s identifiable intangible assets are comprised of the following as of June 30, ~~2022~~2023 and December 31, ~~2021:~~2022:


	June 30, 2022									June 30, 2023
	Weighted Average Remaining Useful Lives (in Years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Remaining Useful Lives (in Years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortized intangibles:
Contractual backlog		0.5	$	109	$	(104	)	$	5		0.5	$	155	$	(141	)	$	14
Customer relationships		11.5		1,605		(296	)		1,309		9.7		1,529		(442	)		1,087
Trade names and trademarks		13.8		780		(66	)		714		12.7		714		(112	)		602
Total			$	2,494	$	(466	)	$	2,028			$	2,398	$	(695	)	$	1,703

										December 31, 2022
										Weighted Average Remaining Useful Lives (in Years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortized intangibles:
Contractual backlog											0.9	$	153	$	(126	)	$	27
Customer relationships											10.0		1,508		(367	)		1,141
Trade names and trademarks											13.2		704		(88	)		616
Total												$	2,365	$	(581	)	$	1,784

December 31, 2021

Weighted Average
Remaining Useful Lives
(in Years)

Gross
Carrying
Amount

Accumulated
Amortization

Net Carrying
Amount

Amortized intangibles:

Contractual backlog

0.8

$
101

$
(97
)

$
4

Customer relationships

6.4

859

(221
)

638

Trade names and trademarks

12.7

280

(40
)

240

Total

$
1,240

$
(358
)

$
882

Amortization expense recognized on identifiable intangible assets is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Cost of revenues	$	4	$	2	$	7	$	3	$	6	$	4	$	13	$	7
Selling, general, and administrative expenses		53		30		107		60		50		53		98		107
Total intangible asset amortization expense	$	57	$	32	$	114	$	63	$	56	$	57	$	111	$	114

NOTE 8.7. FAIR VALUE OF FINANCIAL INSTRUMENTS

U.S. GAAP defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance discusses valuation techniques such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. As the basis for evaluating such inputs, a three-tier value hierarchy prioritizes the inputs used in measuring fair value as follows:


Level 1:	Observable inputs such as quoted prices for identical assets or liabilities in active markets.

Level 2:	Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3:	Unobservable inputs that reflect the ~~reporting entity’s~~Company's own assumptions.

Recurring fair value measurements

The Company’s financial assets and liabilities (adjusted to fair value at least quarterly) are derivative instruments ~~which~~and contingent consideration obligations. In the condensed consolidated balance sheets, derivative instruments are primarily included in other noncurrent assets and other noncurrent liabilities, and contingent consideration ~~which is~~obligations are primarily included in contingent consideration and compensation ~~liabilities in the condensed consolidated balance sheets.~~liabilities.

The following tables summarize the fair values and levels within the fair value hierarchy in which the measurements fall for assets and liabilities measured on a recurring basis as of June 30, ~~2022~~2023 and December 31, ~~2021:~~2022:


	Fair Value Measurements at June 30, 2022
	Level 1		Level 2			Level 3			Total			Fair Value Measurements at June 30, 2023
Financial assets:												Level 1		Level 2			Level 3			Total
Derivatives designated as hedge instruments
Cash flow hedges - interest rate swaps	$	—	$	23		$	—		$	23		$	—	$	25		$	—		$	25
Cash flow hedges - cross currency contracts		—		18			—			18			—		14			—			14
Net investment hedges		—		33			—			33
Fair value hedges		—		38			—			38
Cash flow hedges - foreign currency forward contracts													—		—			—			—
Net investment hedges - cross currency contracts													—		26			—			26
Fair value hedges - cross currency contracts													—		33			—			33
Derivatives not designated as hedge instruments
Foreign currency contracts		—		—			—			—
Foreign currency forward contracts													—		1			—			1
Total	$	—	$	112		$	—		$	112		$	—	$	99		$	—		$	99

Financial liabilities:
Derivatives designated as hedge instruments
Cash flow hedges - interest rate swaps	$	—	$	(10	)	$	—		$	(10	)
Fair value hedges		—		(1	)		—			(1	)
Derivatives not designated as hedge instruments
Foreign currency contracts		—		—			—			—
Foreign currency forward contracts													—		(1	)		—			(1	)
Contingent consideration obligations		—		—			(4	)		(4	)		—		—			(6	)		(6	)
Total	$	—	$	(11	)	$	(4	)	$	(15	)	$	—	$	(1	)	$	(6	)	$	(7	)

Fair Value Measurements at December 31, 2021

Level 1

Level 2

Level 3

Total

Financial assets:

Derivatives designated as hedge instruments

Cash flow hedges - cross currency swaps

$
—

$
6

$
—

$
6

Net investment hedges

—

12

—

12

Total

$
—

$
18

$
—

$
18

Financial liabilities:

Derivatives designated as hedge instruments

Cash flow hedges - interest rate swaps

$
—

$
(11
)

$
—

$
(11
)
Derivatives not designated as hedge instruments

Foreign currency contracts

—

—

—

—

Contingent consideration obligations

—

—

(4
)

(4
)
Total

$
—

$
(11
)

$
(4
)

$
(15
)


	Fair Value Measurements at December 31, 2022
Financial assets:	Level 1		Level 2		Level 3			Total
Derivatives designated as hedge instruments
Cash flow hedges - interest rate swaps	$	—	$	14	$	—		$	14
Cash flow hedges - cross currency contracts		—		17		—			17
Cash flow hedges - foreign currency forward contracts		—		—		—			—
Net investment hedges - cross currency contracts		—		32		—			32
Fair value hedges - cross currency contracts		—		50		—			50
Derivatives not designated as hedge instruments
Foreign currency forward contracts		—		—		—			—
Total	$	—	$	113	$	—		$	113

Financial liabilities:
Derivatives not designated as hedge instruments
Foreign currency forward contracts		—		—		—			—
Contingent consideration obligations		—		—		(4	)		(4	)
Total	$	—	$	—	$	(4	)	$	(4	)

The Company determines the fair value of its derivative instruments designated as hedge instruments using standard pricing models and market-based assumptions for all inputs such as yield curves and quoted spot and forward exchange rates. Accordingly, the Company’s derivative instruments are classified as Level 2.

Contingent consideration obligations

The value of the contingent consideration obligations is determined using a probability-weighted discounted cash flow method. This fair value measurement is based on unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. This analysis reflects the contractual terms of the purchase agreements (e.g., potential payment amounts, length of measurement periods, manner of calculating any amounts due) and utilizes assumptions with regard to future cash flows, probabilities of achieving such future cash flows, and a discount rate. Depending on the contractual terms of the purchase agreement, the ~~probability~~probabilities of achieving future cash flows or earnings generally represent the only significant unobservable inputs. The contingent consideration obligations are measured at fair value each reporting period, and changes in estimates of fair value are recognized in earnings.

The table below presents a reconciliation of the fair value of the Company’s contingent consideration obligations that use unobservable inputs (Level 3), as well as other information about the contingent consideration obligations:

Six Months Ended
June 30, 2022

Balance as of December 31, 2021

$
4

Issuances

0

Settlements

—

Adjustments to fair value

—

Balance as of June 30, 2022

$
4

Number of open contingent consideration arrangements at the end of period

3

Maximum potential payout at end of period

$
5


	Six Months Ended, June 30, 2023
Balance as of December 31, 2022	$	4
Issuances		3
Settlements		(1	)
Adjustments to fair value		—
Balance as of June 30, 2023	$	6
Number of open contingent consideration arrangements at the end of the period		2
Maximum potential payout at the end of the period	$	6

At June 30, ~~2022,~~2023, the remaining open contingent consideration arrangements are set to expire at various dates through ~~2023.~~2025. Level 3 unobservable inputs were used to calculate the fair value adjustments shown in the table above. The fair value adjustments and the related unobservable inputs were not considered significant for the three and six months ended June 30, ~~2022.~~2023.

Fair value estimates

The following table presents the carrying amount and fair value of the Company’s ~~non-variable interest rate debt (“4.125% Senior Notes,”~~term loans and "~~4.750% Senior Notes," as~~senior notes (instruments defined in Note 1210 – “Debt”), including current ~~portion~~portions and excluding unamortized debt issuance ~~costs, which is~~costs. The fair values are estimated by discounting future cash flows at ~~currently available~~current interest rates for borrowing arrangements with similar terms and ~~conditions, which~~conditions. The inputs used to calculated fair value are considered to be Level 2 inputs under the fair value hierarchy. ~~The carrying values~~During the first quarter of ~~variable interest rate long-term debt, including current portions and excluding accrued interest, approximate their fair values because~~2023, the Company repaid an aggregate amount of $200, $100 to each of the ~~variable interest rates of these instruments, which generally are reset monthly.~~2019 Term Loan and 2021 Term Loan.


	June 30, 2022				December 31, 2021				June 30, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
2019 Term Loan									$	1,027	$	1,027	$	1,127	$	1,120
2021 Term Loan										985		986		1,085		1,075
4.125% Senior Notes	$	350	$	280	$	350	$	348		337		290		337		284
4.750% Senior Notes		300		241		300		305		277		248		277		243

NOTE 9.8. DERIVATIVES

The Company uses foreign currency forward contracts, ~~cross currency~~cross-currency swaps, and interest rate swap agreements to manage risks associated with foreign currency exchange rates, ~~interest rates, and~~ net investments in foreign ~~operations.~~operations, and interest rates. The Company does not hold derivative financial instruments of a speculative nature or for trading purposes. The Company records derivatives as assets and liabilities on the condensed consolidated balance sheets at fair value. Changes in fair value are recognized immediately in earnings unless the derivative qualifies and is designated as a ~~hedge.~~hedge under ASC 815, Derivatives and Hedging. Cash flows from derivatives are classified in the condensed consolidated statements of cash flows in the same category as the cash flows from ~~the~~ items subject to designated hedge or undesignated (economic) hedge relationships. The Company evaluates hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued.

The Company is exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts and interest rate swap agreements. The Company monitors its exposure to credit risk by using credit approvals and credit limits and by selecting major global banks and financial institutions as counterparties. The Company does not enter into derivative transactions for trading purposes, and is not party to any derivatives that require collateral to be posted prior to settlement.

Certain of the Company’s derivative transactions are subject to master netting arrangements that allow the Company to net settle contracts with the same counterparties. These arrangements do not call for collateral, and no cash collateral had been received or pledged related to the underlying derivatives as of June 30, 2023.

The following table presents the fair value of derivative instruments:


	June 30, 2023						December 31, 2022
	Outstanding Gross				Other		Outstanding Gross				Other
	Notional Amount		Other Assets		Noncurrent liabilities		Notional Amount		Other Assets		Noncurrent liabilities
Derivatives designated as hedging instruments:
Cash flow hedges:
Interest rate swaps	$	1,120	$	25	$	—	$	1,120	$	14	$	—
Cross currency contracts		120		14		—		120		17		—
Foreign currency forward contracts		12		—		—		—		—		—
Fair value hedges:
Cross currency contracts		721		33		—		721		50		—
Net investment hedges:
Cross currency contracts		230		26		—		230		32		—
Total derivatives designated as hedging instruments		2,203		98		—		2,191		113		—

Derivatives not designated as hedging instruments:
Foreign currency forward contracts		102		1		1		118		—		—
Total derivatives not designated as hedging instruments		102		1		1		118		—		—

Total derivatives	$	2,305	$	99	$	1	$	2,309	$	113	$	—

The following table presents the effect of derivatives on the condensed consolidated statements of operations:


		Amount of income (expense) recognized in income
	Location of income (expense)	Three Months Ended June 30,
Derivatives	recognized in income	2023			2022
Cash flow hedging relationships:
Interest rate swaps	Interest expense, net	$	7		$	(2	)
Cross currency contracts	Investment income and other, net		(1	)		6
Cross currency contracts	Interest expense, net		(1	)		1
Foreign currency forward contracts	Investment income and other, net		—			—
Fair value hedging relationships:
Cross currency contracts	Investment income and other, net		(13	)		37
Cross currency contracts	Interest expense, net		1			1
Net investment hedging relationships:
Cross currency contracts	Interest expense, net		1			1
Not designated as hedging instruments:
Foreign currency forward contracts	Investment income and other, net		(1	)		2


		Amount of income (expense) recognized in income
	Location of income (expense)	Six Months Ended June 30,
Derivatives	recognized in income	2023			2022
Cash flow hedging relationships:
Interest rate swaps	Interest expense, net	$	15		$	(4	)
Cross currency contracts	Investment income and other, net		(2	)		9
Cross currency contracts	Interest expense, net		1			1
Foreign currency forward contracts	Investment income and other, net		—			—
Fair value hedging relationships:
Cross currency contracts	Investment income and other, net		(22	)		43
Cross currency contracts	Interest expense, net		1			1
Net investment hedging relationships:
Cross currency contracts	Interest expense, net		2			2
Not designated as hedging instruments:
Foreign currency forward contracts	Investment income and other, net		(1	)		3

Currency Effects

The income (expense) from derivatives designed to offset foreign currency exposure and recorded in investment income and other, net were offset by foreign currency transaction gains and losses resulting in a net gain (loss) of $0 million and ($1) million for the three months ended June 30, 2023 and 2022, respectively, and $0 million and ($2) million for the six months ended June 30, 2023 and 2022, respectively.

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


	Amount of gain (loss)						Amount of gain (loss)
	recognized in other						reclassified from
	comprehensive income						AOCI into income
	Three Months Ended June 30,					Location of gain (loss) reclassified from	Three Months Ended June 30,
Derivatives	2023			2022		AOCI into income	2023			2022
Cash flow hedging relationships:
Interest rate swaps	$	17		$	8	Interest expense, net	$	4		$	—
Cross currency contracts		(2	)		3	Investment income and other, net		(1	)		6
Forward currency forward contracts		—			—	Investment income and other, net		—			—
Fair value hedging relationships:
Cross currency contracts		4			8	Investment income and other, net		(14	)		37
Net investment hedging relationships:
Cross currency contracts		(4	)		13	Investment income and other, net		1			—


	Amount of gain (loss)							Amount of gain (loss)
	recognized in other							reclassified from
	comprehensive income							AOCI into income
	Six Months Ended June 30,						Location of gain (loss) reclassified from	Six Months Ended June 30,
Derivatives	2023			2022			AOCI into income	2023			2022
Cash flow hedging relationships:
Interest rate swaps	$	8		$	28		Interest expense, net	$	8		$	—
Cross currency contracts		(1	)		2		Investment income and other, net		(2	)		9
Forward currency forward contracts		—			—		Investment income and other, net		—			—
Fair value hedging relationships:
Cross currency contracts		4			(4	)	Investment income and other, net		(22	)		43
Net investment hedging relationships:
Cross currency contracts		(5	)		15		Investment income and other, net		—			—

Cash flow hedges

For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized in current earnings.

Interest rate swaps

The Company manages its fixed and floating rate debt mix using interest rate swaps. ~~Interest~~The Company uses interest rate swap contracts ~~are used by the Company~~ to separate interest rate risk management from the debt funding decision. ~~The cash paid and received from the settlement of interest rate swaps is included in interest expense in the condensed consolidated statements of operations.~~ The Company elected a method that does not require continuous evaluation of hedge effectiveness.

During 2022, the ~~second quarter~~Company terminated the previously outstanding $720 notional amount interest rate swap with a maturity date in October 2024 ("2024 Interest Rate Swap"). The present value as of the date of termination of the 2024 Interest Rate Swap is recorded in AOCI on the condensed consolidated balance sheets. The fair value previously recognized in AOCI related to interest rate movements of the 2024 Interest Rate Swap is being amortized to interest expense on a straight-line basis through October 2024. As of June 30, 2023, approximately $22 of unrealized pre-tax gains remained in AOCI.

During 2022, the Company entered into an aggregate $~~400~~720 notional amount of interest rate ~~swaps that exchange~~swap ("2026 Interest Rate Swap"), as amended on May 19, 2023 in connection with the 2019 Term Loan transition to the Secured Overnight Financing Rate ("SOFR"). Refer to Note 10 - "Debt" for additional information. The 2026 Interest Rate Swap exchanges a variable rate of interest ~~(LIBOR)~~(SOFR) for an average fixed rate of interest of approximately ~~3.46~~3.59% over the term of the agreement, which matures in October 2026.

During the first quarter of 2023, the aggregate $400 notional forward-starting swaps became effective ("2028 Interest Rate Swap"), as amended on May 19, 2023 in connection with the 2021 Term Loan transition to SOFR. Refer to Note 10 - "Debt" for additional information. These interest rate swaps exchange a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.41% over the term of the agreements, which mature in January 2028. ~~These swaps are forward-starting and are effective commencing January 2023.~~

As of June 30, ~~2022,~~2023, the Company had $1,120 notional amount outstanding in swap agreements, which includes the aggregate $400 notional ~~amount of forward-starting swaps,~~2028 Interest Rate Swap, and a ~~5-year~~the $720 notional ~~amount interest rate swap with a maturity date of October 2024.~~2026 Interest Rate Swap. The Company has designated these swaps as cash flow hedges of the interest rate risk attributable to forecasted variable interest ~~(LIBOR)~~(SOFR) payments. As of June 30, ~~2022,~~2023, the weighted average fixed rate of interest on these swaps ~~excluding the forward-starting swap,~~ was approximately ~~1.62~~3.52%. ~~The effective portion of the after tax fair value gains or losses on these swaps is included as a component of accumulated other comprehensive income (loss) ("AOCI").~~

Variations in the assets and liability balances are primarily driven by changes in the applicable forward yield curves related to ~~LIBOR. The fair value of the effective interest rate swaps designated as hedging instruments was an asset of $~~23 ~~and a liability of $~~11 ~~as of June 30, 2022 and December 31, 2021, respectively. The fair value of the forward-starting interest rate swaps designated as hedging instruments was liability of $~~10 ~~as of June 30, 2022.~~SOFR.

~~The Company recorded interest expense of $~~2 ~~and $~~3 ~~during the three months ended June 30, 2022 and 2021, respectively, and $~~4 ~~and $~~5 ~~of interest expense during the six months ended June 30, 2022 and 2021, respectively, related to interest rate swaps.~~

~~Cross currency~~Cross-currency swaps

The Company enters into ~~cross currency~~cross-currency exchange contracts utilized to hedge against the effect of exchange rate fluctuations on cash flows denominated in foreign ~~currencies. These transactions are designated as cash flow hedges. The settlement or extension~~currencies and to hedge exposures of ~~these derivatives will result~~certain intercompany loans subject to changes in ~~reclassifications (from AOCI) to earnings in the period during which the hedged transactions affect earnings.~~foreign currency exchange rates. The Company periodically assesses whether its currency exchange contracts are effective, and when a contract is determined to be no longer effective as a hedge, the Company discontinues hedge accounting prospectively.

During 2021, the Company entered into two cross-currency swaps designated as cash flow hedges with gross notional U.S. dollar equivalent amounts of $26 and $94 with maturity dates of September 2027 and 2030, respectively. ~~The total fair value of the cross-currency hedges was an asset of $~~18 ~~and $~~6 ~~as of June 30, 2022 and December 31, 2021, respectively. The Company recognized income of $~~7 ~~and $~~10 ~~in investment income and other, net, during the three and six months ended June 30, 2022, respectively, and expense of $~~3 ~~and income of less than $~~1 ~~in investment income and other, net, during the three and six months ended June 30, 2021, respectively.~~

~~Net investment hedges~~Foreign currency forward contracts

The Company ~~has net investments in~~utilizes foreign ~~subsidiaries subject~~currency forward contracts to ~~changes in~~hedge the effect of foreign currency exchange ~~rates. During 2021, the Company entered into a $230~~ ~~notional~~rate fluctuations on forecasted foreign currency ~~swap~~transactions, including inventory purchases and intercompany charges and other payments. These forward contracts are designated as ~~a net investment hedge for a portion of the Company’s net investments in Euro-denominated subsidiaries. Gains and losses resulting from a change~~cash flow hedges. The changes in fair value of these contracts are recorded in other comprehensive income until the ~~net investment~~hedged items affect earnings, at which time the hedge ~~are offset by gains and losses on the underlying foreign currency exposure and are included in AOCI in the condensed consolidated balance sheets.~~gain or loss is reclassified into current earnings.

During 2021, the Company amended the critical terms of the foreign currency swap by extending the maturity date and modifying the U.S. dollar and Euro coupons. The amended swap was redesignated as a net investment hedge as a result of the amendment, recorded at fair value with changes recorded in AOCI, and the initial net investment hedge was dedesignated. The amended net investment hedge reduces the Company’s interest expense by approximately $3 ~~annually and reduces its overall effective interest rate by approximately~~ 24 ~~basis points, and will mature in July 2029.~~

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 2029. The Company recorded interest income of $1 ~~and $~~2 ~~during the three and six months ended June 30, 2022, respectively. The amount amortized from AOCI into interest expense during the three and six months ended June 30, 2021 was immaterial.~~

The ~~fair value of~~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 ~~foreign currency swaps designated as net investment hedges was an asset of $~~Company discontinues hedge accounting prospectively.

3320

~~and $~~12

~~as of June 30, 2022 and December 31, 2021, respectively.~~

Fair value hedges

The Company has certain intercompany loans subject to changes in foreign currency exchange rates. To hedge these exposures, during ~~the first quarter of~~ 2022, the Company entered into three ~~cross currency~~cross-currency swaps each with maturity dates of January 2027. These contracts are designated as fair value hedges with gross notional U.S. dollar equivalents of $271, $241, and $209 in GBP, CAD, and EUR, respectively. The Company measures the effectiveness of fair value hedges of anticipated transactions on a spot-to-spot basis. 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. The excluded component of the fair values of these derivatives is reported in AOCI within shareholders’ equity in the condensed consolidated balance sheets. Any cash flows associated with these instruments are included in operating activities in the condensed consolidated statements of cash flows.

Net investment hedges

The Company has net investments in foreign subsidiaries subject to changes in foreign currency exchange rates. During 2021, the Company entered into a $230 notional foreign currency swap designated as a net investment hedge for a portion of the Company’s net investments in Euro-denominated subsidiaries. Gains and losses resulting from a change in fair value of ~~these hedges were an asset of $~~38the net investment hedge are offset by gains and ~~a liability of $~~1 ~~as of June 30, 2022, respectively,~~losses on the underlying foreign currency exposure and are included in ~~other noncurrent liabilities~~AOCI in the condensed consolidated balance sheets.

During 2021, the Company amended the critical terms of the foreign currency swap by extending the maturity date and ~~other assets.~~modifying the U.S. dollar and Euro coupons. The ~~Company~~amended swap was redesignated as a net investment hedge as a result of the amendment, recorded at fair value with changes recorded in AOCI, and the initial net investment hedge was dedesignated. The amended net investment hedge reduces the Company’s interest expense by approximately $3 annually and reduces its overall effective interest rate by approximately 24 basis points and will mature in July 2029.

The fair value previously recognized ~~income~~in AOCI related to interest rate movements of $38 ~~and $~~44 ~~in investment income and other, net, during~~ the ~~three and six months ended June 30, 2022, respectively.~~dedesignated swap is being amortized to interest expense on a straight-line basis through the third quarter of 2029.

Foreign currency contracts

The Company ~~used~~uses foreign currency ~~contracts, primarily~~ forward ~~foreign currency~~ contracts to mitigate the foreign currency exposure of certain foreign currency transactions. Fair market value gains or losses on foreign currency forward contracts not designated as hedging instruments were included in the results of operations and are classified in investment income and other, net in the condensed consolidated statements of operations.

Certain of the Company’s derivative transactions are subject to master netting arrangements that allow the Company to net settle contracts with the same counterparties. These arrangements generally do not call for collateral and no cash collateral had been received or pledged related to the underlying derivatives.

~~The Company recognized income of $~~2 ~~and $~~3 ~~in investment income and other, net, during the three and six months ended June 30, 2022, respectively, and an immaterial amount during the three and six months ended June 30, 2021.~~

~~As of June 30, 2022 and December 31, 2021, foreign currency contracts carried immaterial balances within other non current liabilities and other assets.~~

NOTE ~~10.~~9. PROPERTY AND EQUIPMENT, NET

The components of property and equipment as of June 30, ~~2022~~2023, and December 31, ~~2021~~2022 are as follows:

Estimated
Useful Lives
(In Years)

June 30,
2022

December 31,
2021

Land

N/A

$
32

$
26

Building

39

92

77

Machinery and equipment

1-20

280

228

Autos and trucks

4-10

117

106

Office equipment

3-7

32

26

Leasehold improvements

1-15

25

18

Total cost

578

481

Accumulated depreciation

(190
)

(155
)
Property and equipment, net

$
388

$
326


	Estimated Useful Lives (In Years)	June 30, 2023			December 31, 2022
Land	N/A	$	31		$	30
Building	39		99			98
Machinery and equipment	1-20		334			313
Autos and trucks	4-10		118			116
Office equipment	5-7		58			35
Leasehold improvements	1-15		36			33
Total cost			676			625
Accumulated depreciation			(258	)		(218	)
Property and equipment, net		$	418		$	407

Depreciation expense related to property and equipment, including finance leases, was $19 ~~and $~~20during the three months ended June 30, ~~2022~~2023 and ~~2021, respectively,~~2022, and $38 ~~and $~~39 during the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Depreciation expense is included within cost of revenues and selling, general, and administrative expenses in the condensed consolidated statements of operations.

~~NOTE 11. LEASES~~21

The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. Under ASC 842, ~~Leases~~ a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset.

The Company leases various facilities, equipment and vehicles from unrelated parties, which are primarily classified and accounted for as operating leases. The facility leases are primarily for office space with initial terms ~~extending~~ ~~up to~~ 10 ~~years. The equipment leases are primarily related to heavy equipment utilized in the completion of construction jobs, and the terms of the agreements range from~~ 1 to 7 ~~years. Vehicle leases have a minimum lease term ranging from~~ 1 to 7 ~~years.~~ ~~Some leases include one or more options to renew, generally at the Company’s sole discretion, with renewal terms that can extend the lease term from 1 to 12 years or more.~~In addition, certain leases contain termination options, where the rights to terminate are held by either the Company, the lessor, or both parties. These options to extend or terminate a lease are included in the lease terms when it is reasonably certain that the Company will exercise that option. The Company’s leases generally do not contain any material restrictive covenants.

See the table below for information pertaining to the effects of recently acquired leases as updated from the discussion in the Company’s 2021 audited consolidated financial statements included in the Company’s Form 10-K filed on March 1, 2022. There were no other material impacts to the lease disclosures contained in the Company's Form 10-K.

The future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities recognized on the condensed consolidated balance sheets as of June 30, 2022 is as follows:

Operating
Leases

Finance
Leases

Total

Remainder of 2022

$
35

$
2

$
37

2023

61

4

65

2024

44

3

47

2025

31

3

34

2026

20

1

21

2027

15

1

16

Thereafter

40

0

40

Total lease payments

$
246

$
14

$
260

Less imputed interest

(23
)

(1
)

(24
)
Total present value of lease liabilities

$
223

$
13

$
236

Operating and finance leases - current

$
60

$
4

$
64

Operating and finance leases - non-current

163

9

172

Total present value of lease liabilities

$
223

$
13

$
236

~~Supplemental condensed consolidated balance sheets information related to leases is as follows:~~

June 30,
2022

December 31,
2021

Weighted-average remaining lease term:

Operating leases

5.6 years

6.0 years

Finance leases

3.4 years

2.8 years

Weighted-average discount rate:

Operating leases

3.1
%

3.4
%
Finance leases

3.0
%

2.3
%

NOTE ~~12.~~10. DEBT

Debt obligations consist of the following:


	Maturity Date	June 30, 2022			December 31, 2021			Maturity Date	June 30, 2023			December 31, 2022
Term loan facility
2019 Term Loan	October 1, 2026	$	1,127		$	1,140		October 1, 2026	$	1,027		$	1,127
2021 Term Loan								January 3, 2029		985			1,085
Revolving Credit Facility	October 1, 2026		—			—		October 1, 2026		—			—
2021 Term Loan	January 3, 2029		1,085			—
Senior notes
4.125% Senior Notes	July 15, 2029		350			350		July 15, 2029		337			337
4.750% Senior Notes	October 15, 2029		300			300		October 15, 2029		277			277
Other obligations			3			1				6			6
Total debt obligations			2,865			1,791				2,632			2,832
Less: unamortized deferred financing costs			(48	)		(24	)			(36	)		(43	)
Total debt, net of deferred financing costs			2,817			1,767				2,596			2,789
Less: short-term and current portion of long-term debt			(3	)		(1	)			(6	)		(206	)
Long-term debt, less current portion		$	2,814		$	1,766			$	2,590		$	2,583

Term loan facility

The Company amended its credit agreement during the three months ended June 30, 2023, which provided for amended interest rates applicable to the Company's existing 2019 Term Loan and 2021 Term Loan and future borrowings under the revolving credit facility. In May 2023, the Company entered into an amendment to the credit agreement to replace the London Inter-Bank Offered Rate ("LIBOR") index with Term SOFR.

As of June 30, ~~2022,~~2023, the Company had $~~1,127~~1,027 of principal outstanding under the ~~2019~~$1,200 term loan (the "2019 Term ~~Loan.~~Loan") with a maturity date of October 1, 2026. During the six months ended June 30, ~~2022,~~2023, the Company made ~~payments~~a payment of $13100 on the 2019 Term Loan. ~~As of June 30, 2022, the Company had a~~ ~~5-year~~The interest rate ~~swap with respect~~applicable to $~~720~~ ~~of notional value of the 2019 Term Loan, exchanging one-month LIBOR for a fixed rate of~~ ~~1.62% per annum. Accordingly, the Company's fixed interest rate per annum on the swapped $720~~ ~~notional value of~~ the 2019 Term Loan is, at the Company's option, either (a) a base rate plus an applicable margin equal to ~~4.12~~1.50% ~~through its maturity. The remaining~~or (b) Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.50% plus a credit spread adjustment ("CSA").

As of June 30, 2023, the Company had $~~407~~985 of principal outstanding under the ~~2019 Term Loan balance will bear interest at~~ ~~4.16% per annum based on~~ ~~one-month LIBOR plus 250 basis points, but the rate will fluctuate as LIBOR fluctuates. Refer to Note 9 - "Derivatives" for additional information.~~

~~The Company completed an amendment to its credit agreement during the first quarter of 2022 ("2022 Incremental Amendment") and entered into an incremental~~ $1,100 term loan ~~("2021~~(the "2021 Term Loan"), with a maturity date of January 3, 2029. During the six months ended June 30, 2023, the Company made a payment of $100 on the 2021 Term Loan. The interest rate applicable to the 2021 Term Loan is, at the Company's option, either (1) a base rate plus an applicable margin equal to 1.75% or (2) ~~Stock Eurocurrency~~Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.75%~~. The 2021 Term Loan balance will bear interest at~~ ~~4.42% per annum based on one-month LIBOR~~ plus ~~275 basis points, but the rate will fluctuate as LIBOR fluctuates. During the six months ended June 30, 2022, the Company made payments of $~~15 ~~on the 2021 Term Loan.~~a CSA.

~~Under the 2022 Incremental Amendment, the Company increased the revolving credit facility capacity by an additional aggregate principal amount of $200~~ ~~to $500~~ ~~and extended the maturity date to~~ ~~2026~~. The interest rate applicable to borrowings under the $500 five-year senior secured revolving credit facility (the “Revolving Credit Facility”) is, at the Company’s option, either (1) a base rate plus an applicable margin equal to 1.25%, or (2) a ~~Eurocurrency~~Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.25% plus a CSA.

Swap activity

In the three months ended June 30, 2023, the Company amended its existing interest rate swaps in connection with the transition to SOFR for the 2019 Term Loan and 2021 Term Loan.

As of June 30, 2023, the Company had a four-year interest rate swap with respect to $720 of notional value of the 2019 Term Loan, exchanging one-month SOFR for a fixed rate of 3.59% per annum. Accordingly, the Company's fixed interest rate per annum on the swapped $720 notional value of the 2019 Term Loan is 3.59% through its maturity. The remaining $307 of the 2019 Term Loan balance will bear interest based on one-month SOFR plus 250 basis points, but the rate will fluctuate as SOFR fluctuates.

AtDuring the first quarter of 2023, the Company began a five-year interest rate swap on the 2021 Term Loan exchanging one-month SOFR for a rate of 3.41%. Accordingly, the Company's fixed interest rate per annum on the swapped $400 notional value of the 2021 Term Loan is 3.41% through its maturity. The remaining $585 of the 2021 Term Loan balance will bear interest based on one-month SOFR plus 275 basis points, but the rate will fluctuate as SOFR fluctuates. Refer to Note 8 - "Derivatives" for additional information.

As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had 0no amounts outstanding under the Revolving Credit Facility, and $~~443~~483 and $~~227~~446 was available at June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, after giving effect to $5717 and $7354 of outstanding letters of ~~credit.~~credit, respectively.

As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company was in compliance with all applicable debt covenants.

~~Information related to 2021 issuances and extinguishments of long-term debt are described in Note 11 - "Debt" in the Company’s 2021 Annual Report on Form 10-K.~~

Senior notes

4.125% Senior Notes

During 2021, the Company completed a private offering of $350 aggregate principal amount of 4.125% Senior Notes (“(the “4.125% Senior Notes”) issued under an indenture dated June 22, 2021. The 4.125% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company’s subsidiaries. The Company ~~used the net proceeds from the sale~~repurchased $13 of the 4.125% Senior Notes ~~to prepay a portion~~in September 2022 and the balance as of ~~the 2019 Term Loan, repay a previously outstanding term loan of~~June 30, 2023 was $~~250~~337~~, and fund general corporate purposes.~~.

4.750% Senior Notes

During 2021, the Company completed a private offering of $300 aggregate principal amount of 4.750% Senior Notes due 2029 (the "4.750% Senior Notes") issued under an indenture dated October 21, 2021, as supplemented by a supplemental indenture dated January 3, 2022. The gross proceeds from the offering were held in an escrow account as of December 31, 2021 and classified within restricted cash on the condensed consolidated balance sheets. Upon closing of the Chubb Acquisition, the funds were released from escrow and at that time the 4.750% Senior Notes ~~were~~are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company's subsidiaries. The Company repurchased $23 of the 4.750% Senior Notes in September 2022 and the balance as of June 30, 2023 was $277.

The Company was in compliance with all covenants contained in the indentures for the 4.125% Senior Notes and 4.750% Senior Notes as of June 30, ~~2022~~2023, and December 31, ~~2021.~~2022.

Other obligations

As of each of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had $3 ~~and $~~16 in notes outstanding ~~respectively,~~ for working capital purposes and the acquisition of equipment and vehicles.

~~Approximate annual maturities, excluding amortization of debt issuance costs, of the Company's financing arrangements for the periods subsequent to June 30, 2022 are as follows:~~

Remainder of 2022

$
2

2023

7

2024

11

2025

11

2026

1,138

2027

11

Thereafter

1,685

Total

$
2,865

Note ~~13.~~11. Income Taxes

The Company’s quarterly income tax provision ~~(benefit)~~ is measured using an estimate of its consolidated annual effective tax rate, adjusted in the current period for discrete income tax items, within the periods presented. The comparison of the Company’s income tax provision ~~(benefit)~~ between periods may be impacted by the level and mix of earnings and losses by tax jurisdiction, foreign income tax rate differentials, and discrete items. The Company’s effective tax rate was ~~31.8~~37.2% and ~~28.9~~31.8% for the three months ended June 30, 2023 and 2022, and ~~2021, respectively,~~35.0% and (11.3%) ~~and~~ ~~17.0~~% for the six months ended June 30, ~~2022~~2023, and ~~2021,~~2022, respectively. The difference between the effective tax rate and the statutory U.S. ~~Federal~~federal income tax rate of 21.0% for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 is due to nondeductible permanent items, state taxes, and the reversal of the Company’s indefinite reinvestment assertion.

As of June 30, ~~2022,~~2023, the Company’s deferred tax assets included a valuation allowance of $~~101~~108 primarily related to certain ~~deferred~~net operating loss, capital loss, and tax ~~assets~~credit carryforwards of the Company’s foreign ~~subsidiaries and a capital loss carryforward in the U.S.~~subsidiaries. The factors used to assess the likelihood of realization were the past performance of the related entities, forecasts of future taxable income, future reversals of existing taxable temporary differences, and available tax planning strategies that could be implemented to realize the deferred tax assets. The ability or failure to achieve the forecasted taxable income in these entities could affect the ultimate realization of deferred tax assets.

As of June 30, ~~2022,~~2023, the Company had gross federal, state, and foreign net operating loss carryforwards of approximately $0, $3221, and $86105, respectively. The state net operating losses have carryforward periods of five to twenty years and begin to expire in 2027. The foreign net operating losses ~~generally~~ have carryback periods of three years, carryforward periods of twenty years, or are indefinite, and begin to expire in 2036.

The Company’s liability for unrecognized tax benefits is recorded within other ~~non-current~~noncurrent liabilities in the condensed consolidated balance sheets and recognizes interest and penalties accrued related to unrecognized tax benefits in the provision for income taxes in the condensed consolidated statements of operations. As of June 30, ~~2022~~2023, and December 31, ~~2021,~~2022, the total gross unrecognized tax benefits were $27 and $28, respectively. The Company had accrued gross interest and penalties as of each of June 30, ~~2022~~2023 and

December 31, ~~2021~~2022 of $02 ~~and $~~1~~, respectively.~~. During the three and six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, the Company ~~recognized~~did not recognize net interest ~~expense of less than $~~1 ~~for all periods.~~expense.

If all of the Company’s unrecognized tax benefits as of June 30, ~~2022~~2023, were recognized, $28 would impact the Company’s effective tax rate. The Company ~~expects $~~does 1no oft expect any unrecognized tax benefits to expire in the next twelve ~~months due to lapses~~months.

The Company files income tax returns in the ~~statute of limitations.~~

U.S. federal jurisdiction, and various state, local, and foreign jurisdictions. As of June 30, ~~2022,~~2023, with few exceptions, neither the Company nor its subsidiaries are subject to examination prior to tax year 2014. There are various other audits in state and foreign ~~jurisdictions.~~jurisdictions, including an ongoing IRS exam related to the 2019 final S Corporation return. No adjustments have been proposed and the Company does not expect the results of the audits to have a material impact on the ~~consolidated financial statements.~~Interim Statements.

On ~~December 27, 2020,~~August 16, 2022, the ~~Consolidated Appropriations~~U.S. government enacted the Inflation Reduction Act ~~was signed into law,~~of 2022, which ~~included a temporary provision that allows for~~includes changes to the U.S. corporate income tax system, including a ~~100~~15 ~~percent deduction~~% minimum tax based on “adjusted financial statement income” for ~~business meals expenses purchased from a restaurant between~~certain large corporations which is effective for taxable years beginning after December 31, ~~2020~~2022, and ~~January~~ a 1 ~~2023. The~~% excise tax on share repurchases after December 31, 2022. While these tax law changes ~~in the Consolidated Appropriations Act did~~are not expected to have a material ~~impact~~adverse effect on the ~~Company’s quarterly income~~Company's results of operations going forward, it is unclear how this legislation will be implemented by the U.S. Department of Treasury and what, if any, impact it will have on the Company's effective tax ~~provision.~~rate. The Company will continue to evaluate the impact of the Inflation Reduction Act as further information becomes available.

Note ~~14.~~12. Employee Benefit Plans

Defined benefit pension plans

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

On June 20, 2023, an annuity purchase transaction, commonly known as a “buy-in”, was executed for the two pension plans in the United Kingdom. Under the terms of the contract, which is issued by a third-party insurance company with no affiliation to the Company, all pension obligations will be funded by the insurer’s annuity payments, but the plans still retain full legal responsibility to pay the benefits to plan participants using the insurance payments. As the plans maintain full legal responsibility, with the annuity contracts being assets of the plans, settlement accounting has not been applied and the contracts represent a change in investment strategy and not a significant change in the plan structure requiring a remeasurement at the interim date. Given the funded status of the plans, the Company does not expect any future contributions to be required.

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


	Three Months Ended June 30,
	2023			2022
Service cost	$	1		$	4
Interest cost		16			8
Expected return on plan assets		(19	)		(18	)
Net periodic pension benefit	$	(2	)	$	(6	)


	Six Months Ended June 30,
	2023			2022
Service cost	$	2		$	6
Interest cost		31			17
Expected return on plan assets		(37	)		(38	)
Net periodic pension benefit	$	(4	)	$	(15	)

Multiemployer pension plans

Certain ~~Company~~ subsidiaries ~~including certain subsidiaries in Canada,~~of the Company contribute amounts to multiemployer pension plans and other multiemployer benefit plans and trusts, which are recorded as a component of employee wages and salaries within costs of ~~revenues.~~revenues on the condensed consolidated statements of operations. Contributions are generally based on fixed amounts per hour per employee for employees covered under these plans. Multiemployer plan contribution rates are determined annually and assessed on a pay-as-you-go basis based on union employee payrolls. 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, ~~and~~the number of ongoing projects, and the need for union resources in connection with those projects. Total consolidated contributions to multiemployer plans were $27 and $2427 during the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively and $5150 and $4351 during the six months ended June 30, 2023 and 2022, ~~and 2021,~~ respectively.

~~Defined benefit pension plans~~

The Company assumed both funded and unfunded foreign defined benefit pension plans that cover a portion of the Company's employees, and the largest plans are closed to new participants. Refer to Note 15 - "Pension" for more information on these plans.

Profit sharing plans

The Company has a trustee-administered ~~profit sharing~~profit-sharing retirement plan covering substantially all of the Company's employees in the U.S. not covered by collective bargaining agreements and ~~also adopted~~ a profit sharing plan for employees in Canada (collectively, “Profit Sharing Plans”). The ~~Profit Sharing~~Profit-Sharing Plans provide for annual discretionary contributions in amounts based on a performance grid as determined by the Company’s ~~directors.~~directors, which may be settled in shares of the Company's common stock or in cash. In connection with these plans, the Company recognized $5 and $4 in expense during ~~both~~ the three months ended June 30, 2023 and 2022, ~~and 2021,~~respectively, and $610 and $76 in expense during the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

Employee stock purchase plan

Most of the Company’s employees in the U.S. and Canada, including named executive officers, are eligible to participate in the Company’s Employee Stock Purchase Plan (the “ESPP”). Sales of shares of the Company’s common stock under the ESPP are generally made pursuant to offerings that are intended to satisfy the requirements of Section 423 of the Internal Revenue Code. The ESPP permits employees of the Company to purchase common stock at a price equal to 85% of the lesser of (i) the market value of the common stock on the first day of the offering period, or (ii) the market value of the common stock on the purchase date, whichever is lower. Participants are subject to eligibility requirements and may not purchase more than 500 shares in any offering period or more than ~~10000~~ten thousand dollars of common stock in a year under the ESPP. The Company recognized $1 of expense during ~~both~~each of the three months ended June 30, 2023 and 2022, and ~~2021,~~$3 and $2 of expense during ~~both~~ the six months ended June 30, 2023 and 2022, ~~and 2021.~~

~~Post-retirement benefit plans~~

As part of the Chubb Acquisition, the Company assumed an unfunded post-retirement benefit plan that provides life benefits to certain eligible retirees in Canada. As of June 30, 2022, the benefit obligation was $4~~. The PBO discount rate was~~ ~~3.0% at June 30, 2022.~~

~~Benefit payments, including amounts to be paid from corporate assets, and reflecting expected future service, as appropriate, are expected to be less than $~~1 ~~for 2023 through~~ ~~2028, and thereafter.~~respectively.

~~Note 15. PENSION~~

The Company sponsors both funded and unfunded foreign defined benefit pension plans that cover a portion the Company's employees, and the largest plans are closed to new participants. The Company assumed the pension plans as part of the Chubb Acquisition on January 3, 2022, therefore, the plans used a January 3, 2022 measurement date to determine the Company's preliminary valuation of the pension plans in the purchase price allocation.

~~Guidance under the Financial Accounting Standards Board ("FASB") ASC Topic 715:~~ ~~Compensation – Retirement Benefits~~ requires balance sheet recognition of the overfunded or underfunded status of pension and postretirement benefit plans. Under this guidance, actuarial gains and losses, prior service costs or credits, and any remaining transition assets or obligations that have not been recognized under previous accounting standards must be recognized in other comprehensive income (loss), net of tax effects, until they are amortized as a component of net periodic benefit cost. Pension and post-retirement obligation balances and related costs reflected within the condensed consolidated balance sheets include costs directly attributable to plans dedicated to the Company.

January 3, 2022

Plan assets
$
2,615

January 3, 2022

Projected benefit obligation ("PBO") funded status

Fair value of plan assets
$
2,615

Benefit obligations

(2,041
)
Funded status of plans
$
574

~~Supplemental condensed consolidated balance sheets information related to pension is as follows:~~

January 3, 2022

Pension and post-retirement benefits
$
626

Other accrued liabilities

—

Other noncurrent liabilities

(52
)
Net amount recognized
$
574

~~Information for pension plans with accumulated benefit obligations in excess of plan assets:~~

January 3, 2022

PBO

$
78

Accumulated benefit obligation

64

Fair value of plan assets

26

~~Information for pension plans with projected benefit obligations in excess of plan assets:~~

January 3, 2022

PBO

$
78

Accumulated benefit obligation

64

Fair value of plan assets

26

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

Three Months Ended
June 30, 2022

Six Months Ended
June 30, 2022

Service cost

$
4

$
6

Interest cost

8

17

Expected return on plan assets

(18
)

(38
)
Net periodic pension benefit

$
(6
)

$
(15
)

~~Major assumptions used in determining the benefit obligation and net periodic benefit cost for pension plans are presented in the following table as weighted averages:~~

Three and Six Months Ended June 30, 2022

Benefit Obligation

Net Periodic
Benefit Cost

Discount rates:

PBO

1.9
%

1.9
%
Interest cost

—

1.7
%
Service cost

—

2.2
%
Salary scale

2.9
%

2.9
%
Expected return on plan assets

—

3.1
%

~~Non-U.S. pension plan assets are typically managed by decentralized fiduciary committees. The disclosure below of asset categories is presented in aggregate for~~ 12 ~~defined benefit plans in~~ 7 countries; however, there is variation in asset allocation policy from country to country. Local regulations, local funding rules, and local financial and tax considerations are part of the funding and investment allocation process in each country. Each plan has its own strategic asset allocation. The asset allocations are reviewed periodically and rebalanced when necessary.

~~The fair value of the pension plan assets by asset category are as follows:~~

Quoted Prices in

Significant

Significant

Active Markets for

Observable

Unobservable

Not

Identical Assets

Inputs

Inputs

Subject to

Asset Category
Level 1

Level 2

Level 3

Leveling

Total

Public equities:

Global equity funds at net asset value 1
$
—

$
—

$
—

$
238

$
238

Fixed income securities:

Governments

—

1,608

—

69

1,677

Corporate bonds

—

638

—

—

638

Fixed income securities 1

—

—

—

106

106

Real estate 1,2

—

—

—

11

11

Other 1,3

—

(212
)

—

59

(153
)
Cash & cash equivalents 1,4

—

33

—

65

98

Subtotal
$
—

$
2,067

$
—

$
548

$
2,615

Other assets & liabilities 5

—

Total at January 3, 2022

$
2,615

~~(1)~~

In accordance with ASU 2015-07 Fair Value Measurement (Topic 820) certain investments that are measured at fair value using net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts

~~presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented for the total pension assets.~~

~~(2)~~

~~Represents investments in real estate, including commingled funds and directly held properties.~~

~~(3)~~

~~Represents insurance contracts and global risk balanced commingled funds consisting mainly of equity, bonds and some commodities.~~

~~(4)~~

~~Represents short-term commercial paper, bonds, and other cash or cash-like investments.~~

~~(5)~~

~~Represents trust receivables and payables that are not leveled.~~

Derivatives in the plan are primarily used to manage risk and gain asset class exposure while still maintaining liquidity. Derivative instruments mainly consist of equity futures, interest rate futures, interest rate swaps and currency forward contracts.

The plans review assets at least quarterly to ensure they are within the targeted asset allocation ranges and, if necessary, asset balances are adjusted back within target allocations. The plans generally employ a broadly diversified investment manager structure that includes diversification by active and passive management, style, capitalization, country, sector, industry and number of investment managers.

Quoted market prices are used to value investments when available. Investments in securities traded on exchanges, including listed futures and options, are valued at the last reported sale prices on the last business day of the year or, if not available, the last reported bid prices. Fixed income securities are primarily measured using a market approach pricing methodology, where observable prices are obtained by market transactions involving identical or comparable securities of issuers with similar credit ratings. Mortgages have been valued on the basis of their future principal and interest payments discounted at prevailing interest rates for similar investments. Investment contracts are valued at fair value by discounting the related cash flows based on current yields of similar instruments with comparable durations. Real estate investments are valued on a quarterly basis using discounted cash flow models which consider long-term lease estimates, future rental receipts and estimated residual values. Valuation estimates are supplemented by third-party appraisals on an annual basis.

Over-the-counter securities and government obligations are valued at the bid prices or the average of the bid and ask prices on the last business day of the year from published sources or, if not available, from other sources considered reliable, generally broker quotes. Temporary cash investments are stated at cost, which approximates fair value.

~~The Company expects to make total contributions of approximately $~~33 ~~to the global defined benefit pension plans in 2022, of which a one-time contribution of $~~27 ~~was made during the first quarter of 2022. Contributions do not reflect benefits to be paid directly from corporate assets.~~

~~Benefit payments, including amounts to be paid from the plans and corporate assets, and reflecting expected future service, as appropriate, are expected to be paid as follows: $~~94 ~~in 2022, $~~94 ~~in 2023, $~~95 ~~in 2024, $~~96 ~~in 2025, $~~95 ~~in 2026, and $502~~ ~~from 2027 through 2030.~~

Note ~~16.~~13. Related-Party Transactions

~~Annual~~The Company incurred advisory fees of $1 during each of the three months ended June 30, 2023 and 2022 and $2 during each of the six months ended June 30, 2023 and 2022, in each case payable to Mariposa Capital, LLC, an entity owned by a co-chair of the Company’s Board of Directors. In addition, dividends for Series A Preferred Stock were declared as of December 31, 2021 and settled in shares during January 2022. The Company issued 7,539,697 shares in January 2022 to Mariposa Acquisition IV, LLC, a related entity that is controlled by a co-chair of the ~~Company’s Board of Directors. In addition, the Company incurred advisory fees of $~~1 ~~during the three months ended June 30, 2022 and 2021, and $~~2 ~~during the six months ended June 30, 2022 and 2021, payable to Mariposa Capital, LLC, an entity owned by a co-chair of the Company’s~~Company's Board of Directors.

~~On January 3,~~During 2022, the Company issued and sold 800,000 shares of the Company’s 5.5% Series B ~~Perpetual~~Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”) for an aggregate purchase price of $800. Of the 800,000 shares issued and sold, 200,000 shares were sold to Viking Global Equities Master Ltd. and Viking Global Equities II LP ("Viking Purchasers"), which is the aggregate owner of more than 5% of the Company's outstanding stock. The Company declared dividends of 109,247 and 171,613 shares of common stock ~~for an aggregate purchase price~~on the Series B Preferred Stock held by the Viking Purchasers during the three months ended June 30, 2023, and 2022, respectively. The Company declared dividends of $~~200~~233,820. and 301,480 shares of common stock on the Series B Preferred Stock held by the Viking Purchasers during the six months ended June 30, 2023, and 2022, respectively.

The Company has entered into sales contracts with Royal Oak Enterprises, an entity controlled by a co-chair of the Company's Board of Directors, and recorded less than $21 and $52 in net revenues for the three and six months ended June 30, ~~2022,~~2023, respectively, and as of June 30, ~~2022~~2023 had $32 in accounts receivable, net of allowances.

From time to time, the Company also enters ~~into~~ other immaterial ~~related party~~related-party transactions.

2925

NOTE ~~17.~~14. Commitments and contingencies

The Company is ~~unable~~involved in various litigation matters and is subject to ~~predict~~claims from time to time from customers and various government entities. While it is not feasible to determine the ~~final~~ outcome ~~of the following matters based on the information currently available except otherwise noted. However, the Company does not believe that the resolution~~ of any of these ~~matters~~uncertainties, it is the opinion of management that their outcomes will not have a material adverse effect ~~upon~~on the ~~Company's~~financial position, results of operations, or cash flows ~~or financial condition.~~of the Company.

Environmental ~~and asset retirement~~ obligations

The Company's operations are subject to environmental regulation by various authorities. The Company has accrued for the costs of environmental remediation activities, including but not limited to, investigatory, remediation, operating and maintenance costs, and performance guarantees, and periodically reassess these amounts. Management believes that the likelihood of incurring losses materially in excess of the amounts accrued is remote. The Company has recorded the fair value associated with the retirement of these obligations. Over time, the liability is increased for changes in its present value and the capitalized cost is depreciated over the useful life of the related asset.

The outstanding liability for these obligations was $2018 and $616, and was included in other noncurrent liabilities on the condensed consolidated balance sheets as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

~~Legal proceedings~~

From time to time, the Company is subject to workmanship warranty, casualty, negligence, construction defect, breach of contract, product liability, and other claims and legal proceedings in the ordinary course of business relating to the products the Company installs that, if adversely determined, could adversely affect the Company's consolidated financial condition, results of operations and cash flows. The Company does not believe that the ultimate resolution of these matters will have a material adverse effect on the Company's business, financial condition, results of operations or liquidity.

NOTE ~~18.~~15. SHAREHOLDERS’ EQUITY and ~~redeemable~~REdeemable convertible preferred stock

Shareholders' equity

Series A Preferred Stock

The Company ~~has~~had 4,000,000 shares of Series A Preferred Stock issued and outstanding as of June 30, ~~2022~~2023 ("Series A Preferred Stock"). The Series A Preferred Stock will be automatically converted into shares of common stock on a 1one ~~for one~~-for-one basis ~~upon~~on the last day of 2026. The holders of the Series A Preferred Stock are entitled to receive an annual dividend in the form of common stock or cash, at the Company’s sole option, based on the increase in the market price of the Company’s common stock.

Stock Repurchases

The Company is authorized to purchase up to an aggregate of $250 of shares of the Company’s common stock pursuant to the stock repurchase program ("SRP"), which will expire on February 29, 2024, unless otherwise modified or terminated by the Company's Board of Directors. The SRP authorizes open market, private, and accelerated share repurchase transactions. During the three months ended June 30, 2023, and 2022, the Company repurchased428,688 and 681,329 shares of common stock for aggregate payments of approximately $11. and $11, respectively. During the six months ended June 30, 2023 and 2022, the Company repurchased970,004 and 1,212,760 shares of common stock for approximately $23 and $22., respectively. As of June 30, ~~2022,~~2023, the Company had approximately $~~228~~184 of authorized repurchases remaining under the SRP.

Redeemable Convertible Preferred Stock

Series B Preferred Stock

During ~~the first quarter of~~ 2022, the Company authorized, issued, and sold, for an aggregate purchase price of $800, 800,000 shares of the Company’s 5.5% Series B Preferred Stock, par value $0.0001 per share. The holders of the Series B Preferred Stock are entitled to dividends at the rate of 5.5% per annum, payable in cash or the Company’s common stock, at the Company's election. The Series B Preferred Stock ranks senior to the Company's common stock and Series A Preferred Stock with respect to dividend rights and rights upon ~~the~~ voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Company. The Series B Preferred Stock is classified as redeemable convertible preferred stock on the condensed consolidated balance sheets due to a provision that a change

in control or de-listing of the Company could require the Company to redeem the Series B Preferred Stock for cash at the election of the holder.

The Series B Preferred Stock is convertible, at the holder’s option, into shares of the Company’s common stock at a conversion price equal to $24.60 per share, subject to certain customary adjustments. The holders of Series B Preferred Stock have certain other rights including voting rights on an as converted basis, certain pre-emptive rights on private equity offerings by the Company, certain registration rights, and, in the case of certain holders, certain director designation rights, as provided in the certificate of designation governing the Series B Preferred Stock.

The Company may, at its option, effect conversion of the outstanding shares of Series B Preferred Stock to common stock, but only if the volume-weighted average price of the Company's common stock exceeds $36.90 per share for 15 consecutive trading days.

Dividends

The holders of Series B Preferred Stock are entitled to receive cumulative dividends at a rate of 5.5% as and when declared by the ~~board~~Board of ~~directors,~~Directors, prior and in preference to any declaration or payment of any dividend on the Company's common stock and Series A Preferred Stock. Series B Preferred Stock dividends are cumulative and accrued quarterly, in cash or in common stock, based on an annual 5.5% dividend rate. The Company declared a Series B Preferred Stock dividend ~~and issued~~of $11 or 584,584 shares of common stock in December 2022 and issued the shares in January 2023. The Company declared and issued a Series B Preferred Stock dividend of $11 or 436,992 shares of common stock and $11 or 686,455 shares of common stock during the three months ended June 30, 2023, and 2022, respectively. The Company declared and issued a Series B Preferred Stock dividend of $22 or 935,285 shares of common stock and $22 or 1,205,924 shares of common stock during the ~~three and~~ six months ended June 30, 2023, and 2022, respectively. If regular dividends are to be paid in shares of common stock, then each holder shall be entitled to receive such number of whole shares of common stock as is determined by dividing the pro rata amount of regular dividends to which a holder is entitled by the average price per share of common stock over the dividend determination period from dividend notice until the payment date.

Note ~~19. Share-based compensation~~

The Company maintains a 2019 Equity Incentive Plan (the “2019 Plan”), which allows for grants of share-based awards. The Company has issued Time-Based Restricted Stock Units ("RSUs"), Performance-Based Restricted Stock Units with EBITDA-based performance conditions (“PSUs”), and Performance-Based Restricted Stock Units with share-price targets ("MSUs"), which are all generally subject to forfeiture if employment terminates prior to vesting. Forfeitures are estimated and recorded using historical forfeiture rates. During the six months ended June 30, 2022, the Company awarded new RSUs, PSUs, and MSUs, detailed below.

~~Time-Based Restricted Stock Units~~

~~The RSUs entitle recipients to shares of the Company’s common stock and primarily vest in equal installments over a~~ ~~three-year~~ service period from date of grant. The RSUs granted to the Company’s recipients vest ratably over the service period, generally on the anniversary date of their grant date. During the six months ended June 30, 2022, the Company granted ~~473,515~~ ~~RSUs at a weighted average grant-date fair value of $19.52~~ ~~per share. A total of~~ ~~207,145~~ ~~shares vested at a weighted average fair value of $13.73~~ ~~per share during the six months ended June 30, 2022.~~

~~Performance-Based Restricted Stock Units~~

~~EBITDA-based~~

The PSUs entitle the recipient to shares of the Company's common stock if specified performance conditions are achieved. During the six months ended June 30, 2022, the Company approved and granted PSUs with EBITDA-based financial performance conditions. PSUs vest, if at all, following a ~~3 year~~ performance period. If the performance conditions are not met, no compensation cost is recognized and any recognized compensation cost is reversed. During the six months ended June 30, 2022, the Company granted ~~545,122~~ ~~PSUs at a weighted-average grant date fair value of $20.77~~.

~~Market-based~~

~~The MSUs entitle the recipient to shares of the Company's common stock if specified market conditions are achieved. During the six months ended June 30, 2022, the Company approved and granted~~ ~~444,926~~ ~~MSUs with certain share-price targets. Total MSUs granted during the six months ended June 30, 2022 had a weighted-average grant date fair value of $16.31. The MSUs will vest~~ ~~100~~%, if at all, on the later of March 9, 2025, the third anniversary of the grant date, and the date that such performance condition is satisfied (but no later than March 9, 2027). For awards subject to a market condition, the grant-date fair value is estimated using a Monte Carlo valuation model. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not, and stock-based compensation expense for

any such awards is not reversed if vesting does not actually occur. The Monte Carlo model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Expected volatility is calculated based on the historical volatility and implied volatility of the Company's common stock, and the risk-free interest rate is based on U.S. Treasury yield curve rates with maturities consistent with the three-year vesting period. ~~The key assumptions used in valuing these market-based awards were as follows:~~


~~Risk-free interest rate~~		~~1.85~~%
~~Dividend yield~~		—
~~Expected volatility~~		45%

~~The Company recognized compensation expense of $~~4 ~~and $~~2 ~~during the three months ended June 30, 2022 and 2021, respectively, and $~~7 ~~and $~~4 during the six months ended June 30, 2022 and 2021, respectively, for the RSUs, PSUs, and MSUs in total. Total unrecognized compensation related to unvested RSUs, PSUs and MSUs as of June 30, 2022 was approximately $34~~, which is expected to be recognized over a weighted average period of approximately~~ ~~1.0~~ ~~years,~~ ~~2.0~~ ~~years, and~~ ~~2.7~~ ~~years, respectively. The Company's actual tax benefits realized from the tax deductions related to the vesting of RSUs for the three and six months ended June 30, 2022 was less than $~~1 ~~and $~~2~~, respectively. The Company's actual tax benefits realized from the tax deductions related to the vesting of RSUs for the three and six months ended June 30, 2021 was less than $~~1 ~~and $~~1~~, respectively.~~

~~Note 20.~~16. Earnings ~~(Loss)~~ Per Share

Net income is allocated between the Company’s common shares and other participating securities based on their participation rights. The Series A Preferred Stock and Series B Preferred Stock represent participating securities. Earnings attributable to Series A Preferred Stock and Series B Preferred Stock are not included in earnings attributable to common shares in calculating earnings per common share (the two-class method). For periods of net loss, there is no impact from the two-class method on earnings ~~(loss)~~ per common share (“EPS”) as net loss is allocated to common shares because Series A Preferred Stock and Series B Preferred Stock shares are not contractually obligated to share the loss.

The following table sets forth the computation of ~~earnings (loss) per common share~~EPS using the two-class method. The dilutive effect of outstanding Series A Preferred Stock, ~~the~~ Series B Preferred Stock, the Series A Preferred Stock dividend, and the Series B Preferred Stock ~~Dividend~~dividend is reflected in diluted EPS using the if-converted method and options, ~~and~~ restricted shares, and performance shares are reflected using the treasury stock method. For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Series A Preferred

Stock, Series B Preferred Stock, restricted and performance shares, and stock options are ~~anti-dilutive (amounts~~anti-dilutive. (Amounts in millions, except share and per share ~~amounts):~~amounts.)

Three Months Ended
June 30,

Six Months Ended
June 30,

2022

2021

2022

2021

Basic earnings (loss) per common share:

Net income (loss)

$
30

$
21

$
23

$
13

Less income attributable to Series A Preferred Stock

(2
)

(3
)

—

(2
)
Less income attributable to Series B Preferred Stock

(2
)

—

—

Less stock dividend attributable to Series B Preferred Stock

(11
)

—

(22
)

—

Net income (loss) attributable to common shareholders - basic

$
15

$
18

$
1

$
11

Weighted average shares outstanding - basic (1)

233,104,873

201,281,939

232,670,986

196,782,691

Income (loss) per common share - basic

$
0.06

$
0.09

$
0.01

$
0.06

Diluted earnings (loss) per common share:

Net income (loss)

$
30

$
21

$
23

$
13

Less income attributable to Series A Preferred Stock

(2
)

(3
)

—

(2
)
Less income attributable to Series B Preferred Stock

—

—

—

Less stock dividend attributable to Series B Preferred Stock

(11
)

—

(22
)

—

Net income (loss) attributable to common shareholders - diluted

$
17

$
18

$
1

$
11

Weighted average shares outstanding - basic

233,104,873

201,281,939

232,670,986

196,782,691

Dilutive securities:

RSUs, PSUs, and stock options (1)

297,797

660,735

367,863

2,302,651

Shares issuable upon conversion of Series B Preferred Stock

32,520,000

—

32,520,000

—

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

—

4,435,765

—

3,409,844

Weighted average shares outstanding - diluted

265,922,670

206,378,439

265,558,849

202,495,186

Income (loss) per common share - diluted

$
0.06

$
0.09

$
0.01

$
0.06


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Basic earnings per common share:
Net income	$	48		$	30		$	74		$	23
Less income allocable to Series A Preferred Stock		(4	)		(2	)		(6	)		—
Less income allocable to Series B Preferred Stock		(5	)		(2	)		(6	)		—
Less stock dividend attributable to Series B Preferred Stock		(11	)		(11	)		(22	)		(22	)
Net income attributable to common shareholders	$	28		$	15		$	40		$	1

Weighted average shares outstanding - basic		235,182,839			233,104,873			234,784,799			232,670,986
Income per common share - basic	$	0.12		$	0.06		$	0.17		$	0.01

Diluted earnings per common share:
Net income	$	48		$	30		$	74		$	23
Less income allocable to Series A Preferred Stock		(5	)		(2	)		(6	)		—
Less stock dividend attributable to Series B Preferred Stock		(11	)		(11	)		(22	)		(22	)
Net income attributable to common shareholders - diluted	$	32		$	17		$	46		$	1

Weighted average shares outstanding - basic		235,182,839			233,104,873			234,784,799			232,670,986
Dilutive securities: (1)
Restricted stock units, warrants, and stock options		240,255			297,797			252,885			367,863
Shares issuable upon conversion of Series B Preferred Shares		32,520,000			32,520,000			32,520,000			32,520,000
Shares issuable pursuant to the Series A Preferred Stock dividend (2)		1,618,596			—			809,298			—
Weighted average shares outstanding - diluted		269,561,690			265,922,670			268,366,982			265,558,849
Income per common share - diluted	$	0.12		$	0.06		$	0.17		$	0.01

~~(1)~~1.

For all periods presented, 4,000,000 shares of Series A Preferred Stock, which are convertible to the same number of common shares, have been excluded from the calculation of diluted shares, as their inclusion would be anti-dilutive.

~~(2)~~2.

For the three ~~and six~~ months ended June 30, ~~2021,~~2023, dilutive securities include common share equivalents which represent the annual dividend, payable in the form of common shares or cash at the Company's sole option, that Series A Preferred Shares would be entitled to receive assuming that the volume weighted average price of the Company’s common shares for the last ten trading days of the period would be the same average price during the last ten trading days of the calendar year. The holders of the Series A Preferred Stock are entitled to receive an annual dividend based on the increase in the market price of the Company’s common stock (the "Annual Dividend Amount"). The Annual Dividend Amount is equal to 20% of the increase in the volume-weighted average market price per share of the Company’s common shares for the last ten trading days of the calendar year, multiplied by 141,194,638 shares. During ~~2021,~~2023, the Annual Dividend Amount was calculated based on the appreciation of the Company’s share price over the highest previously used share price of $~~17.8829~~24.3968.

Note ~~21.~~17. SEgment information

The Company has combined the leadership responsibility and full accountability for two of its operating segments. As a result, beginning in 2022, the information for the legacy Industrial Services segment was combined with the legacy Specialty Services segment to form a new operating and reportable segment called Specialty Services. Accordingly, the Company presents financial information for the Safety Services and Specialty Services segments, the two operating segments and also the reportable segments. Refer to Note 2 - "Basis of Presentation and Significant Accounting Policies" for more information. The information in the tables below has been retroactively adjusted to reflect these changes in reporting segments.

The Company manages its operations under 2two operating segments which represent the Company’s 2two reportable segments: Safety Services and Specialty Services. This structure is generally focused on various businesses related to contracting services and maintenance of industrial and commercial facilities. Both reportable segments derive their revenues from installation, inspection, maintenance, service and repair, retrofitting and upgrading, engineering and design, distribution, fabrication, and various types of other services in ~~approximately~~over 20 countries.

The Safety Services segment focuses on end-to-end integrated occupancy systems (fire protection solutions, HVAC, and entry systems), including design, installation, inspection, and service of these integrated systems. The work performed within this segment spans across industries and facilities and includes commercial, education, healthcare, ~~high tech,~~high-tech, industrial and special-hazard settings.

The Specialty Services segment provides a variety of infrastructure services and specialized industrial plant services, which ~~includes~~include maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer, and telecommunications infrastructure. This segment’s services include engineering and design, fabrication, installation, maintenance service and repair,

retrofitting and upgrading, pipeline infrastructure, access and road construction, supporting facilities, and performing ongoing integrity management and maintenance to customers within the energy industry. Customers within this segment vary from private and public utilities, communications, healthcare, education, transportation, manufacturing, industrial plants, and governmental agencies throughout North America.

The accounting policies of the reportable segments are the same as those described in Note 21 – “Basis of Presentation and Significant Accounting Policies.” All intercompany transactions and balances are eliminated in consolidation. Intercompany revenues and costs between entities within a reportable segment are eliminated to arrive at segment totals and eliminations between segments are separately presented. Corporate results include amounts related to corporate functions such as administrative costs, professional fees, acquisition-related transaction costs (exclusive of acquisition integration costs, which are included within the segment results of the acquired businesses), and other discrete items.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is the measure of profitability used by management to manage its segments and, accordingly, in its segment reporting. As appropriate, the Company supplements the reporting of consolidated financial information determined in accordance with U.S. GAAP with certain non-U.S. GAAP financial measures, including EBITDA. The Company believes these non-U.S. GAAP measures provide meaningful information and help investors understand the Company’s financial results and assess its prospects for future performance. The Company uses EBITDA to evaluate its performance, both internally and as compared with its peers because it excludes certain items that may not be indicative of the Company’s core operating results for its reportable segments. Segment EBITDA is calculated in a manner consistent with consolidated EBITDA.

Summarized financial information for the Company’s reportable segments is presented and reconciled to consolidated financial information in the following tables, including a reconciliation of consolidated operating income (loss) to ~~EBITDA. The tables below may contain slight summation differences due to rounding:~~EBITDA:


	Three Months Ended June 30, 2023
	Safety Services		Specialty Services		Corporate and Eliminations			Consolidated
Net revenues	$	1,225	$	555	$	(9	)	$	1,771
EBITDA Reconciliation
Operating income (loss)	$	98	$	41	$	(32	)	$	107
Plus:
Investment income and other, net		—		3		—			3
Non-service pension benefit		3		—		—			3
Loss on extinguishment of debt, net		—		—		—			—
Depreciation		7		12		—			19
Amortization		42		13		1			56
EBITDA	$	150	$	69	$	(31	)	$	188
Total assets	$	6,107	$	1,328	$	539		$	7,974
Capital expenditures		9		16		—			25


	Three Months Ended June 30, 2022
	Safety Services		Specialty Services		Corporate and Eliminations			Consolidated
Net revenues	$	1,146	$	518	$	(15	)	$	1,649
EBITDA Reconciliation
Operating income (loss)	$	63	$	32	$	(36	)	$	59
Plus:
Investment income and other, net		1		2		(1	)		2
Non-service pension benefit		11		—		—			11
Depreciation		5		11		3			19
Amortization		41		15		1			57
EBITDA	$	121	$	60	$	(33	)	$	148
Total assets	$	6,156	$	1,305	$	593		$	8,054
Capital expenditures		5		15		2			22

Three Months Ended June 30, 2021

Safety
Services

Specialty
Services

Corporate and
Eliminations

Consolidated

Net revenues

$
512

$
476

$
(10
)

$
978

EBITDA Reconciliation

Operating income (loss)

$
52

$
24

$
(29
)

$
47

Plus:

Investment income and other, net

2

3

1

6

Loss on extinguishment of debt

—

—

(9
)

(9
)
Depreciation

1

17

2

20

Amortization

18

14

—

32

EBITDA

$
73

$
58

$
(35
)

$
96

Total assets

$
2,141

$
1,285

$
817

$
4,243

Capital expenditures

1

15

—

16

Six Months Ended June 30, 2022

Safety
Services

Specialty
Services

Corporate and
Eliminations

Consolidated

Net revenues

$
2,220

$
930

$
(30
)

$
3,120

EBITDA Reconciliation

Operating income (loss)

$
126

$
25

$
(99
)

$
52

Plus:

Investment income and other, net

1

3

(2
)

2

Non-service pension benefit

22

—

—

22

Depreciation

12

23

3

38

Amortization

83

29

2

114

EBITDA

$
244

$
80

$
(96
)

$
228

Total assets

$
6,156

$
1,305

$
593

$
8,054

Capital expenditures

11

21

2

34


	Six Months Ended June 30, 2021										Six Months Ended June 30, 2023
	Safety Services		Specialty Services		Corporate and Eliminations			Consolidated			Safety Services		Specialty Services		Corporate and Eliminations			Consolidated
Net revenues	$	978	$	820	$	(17	)	$	1,781		$	2,416	$	985	$	(16	)	$	3,385
EBITDA Reconciliation
Operating income (loss)	$	97	$	6	$	(58	)	$	45		$	194	$	41	$	(55	)	$	180
Plus:
Investment income and other, net		5		4		—			9			—		5		—			5
Loss on extinguishment of debt		—		—		(9	)		(9	)
Non-service pension benefit												6		—		—			6
Loss on extinguishment of debt, net												—		—		(3	)		(3	)
Depreciation		3		33		3			39			13		24		1			38
Amortization		33		29		1			63			83		26		2			111
EBITDA	$	138	$	72	$	(63	)	$	147		$	296	$	96	$	(55	)	$	337
Total assets	$	2,141	$	1,285	$	817		$	4,243		$	6,107	$	1,328	$	539		$	7,974
Capital expenditures		2		32		—			34			14		31		1			46


	Six Months Ended June 30, 2022
	Safety Services		Specialty Services		Corporate and Eliminations			Consolidated
Net revenues	$	2,220	$	930	$	(30	)	$	3,120
EBITDA Reconciliation
Operating income (loss)	$	126	$	25	$	(99	)	$	52
Plus:
Investment income and other, net		1		3		(2	)		2
Non-service pension benefit		22		—		—			22
Depreciation		12		23		3			38
Amortization		83		29		2			114
EBITDA	$	244	$	80	$	(96	)	$	228
Total assets	$	6,156	$	1,305	$	593		$	8,054
Capital expenditures		11		21		2			34

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). These forward-looking statements are based on beliefs and assumptions as of the date such statements are made and are subject to risks and uncertainties. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including “expect”, “anticipate”, “project”, “will”, “should”, “believe”, “intend”, “plan”, “estimate”, “potential”, “target”, “would”, and similar expressions, although not all forward-looking statements contain these identifying terms.

These forward-looking statements are based on our current expectations and assumptions and on information currently available to management and include, among others, statements regarding, as of the date such statements are made:

•

our beliefs and expectations regarding our business strategies and competitive strengths;

•

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

•

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

•

our ~~expectations regarding the future impact of the COVID-19 pandemic on our business, including our belief~~beliefs regarding the future demand for our services, the seasonal and cyclical volatility of our business, financial condition, results of operations, and ~~future financial results;~~cash flows;

•

our beliefs regarding the recurring and repeat nature of our business, customers and revenues, and its impact on our cash flows and organic growth opportunities and our belief that it helps mitigate the impact of economic downturns;

•

our intent to continue to grow our business, both organically and through acquisitions, and our beliefs regarding the impact of our business strategies on our growth;

•

our beliefs regarding our customer relationships and plans to grow existing business and expand service offerings;

•

our beliefs regarding our ability to pass along commodity price increases to our customers;

•

our expectations regarding the cost of compliance with laws and regulations;

•

our expectations regarding labor matters;

•

our beliefs regarding market risk, including our exposure to foreign currency fluctuations, and our ability to mitigate that risk;

•

our expectations and beliefs regarding accounting and tax matters;

•

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

•

our expectations regarding future capital expenditures;

•

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

•

our expectations regarding future pension contributions;

•

our expectations regarding the acquisition (the "Chubb Acquisition") of the Chubb fire and security business (the "Chubb business" or "Chubb"), including the operational challenges and the expected benefits of the acquisition and future growth, expansion, cross-selling and other value creation opportunities;

•

~~our belief regarding the impact of the conflict between Russia and Ukraine on our business, customers, suppliers and vendors;~~ and

•

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

3731

These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this quarterly report and in our Annual Report on Form 10-K, filed on March 1, ~~2022,~~2023, including those described under “Cautionary Note Regarding Forward Looking Statements” and “Risk Factors” in such Form 10-K, and other filings we make with the SEC. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this quarterly report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Important factors that may materially affect the forward-looking statements include the following:

•

~~the impact of the COVID-19 pandemic on our business, markets, supply chain, customers and workforce, on the credit and financial markets, and on the global economy generally;~~

•

adverse developments in the credit markets that could adversely affect funding of construction projects;

•

the ability and willingness of customers to invest in infrastructure projects;

•

a decline in demand for our services or for the products and services of our customers;

•

the fact that our revenues are derived primarily from contracts with durations of less than six months and the risk that customers will not renew or enter into new contracts;

•

our ability to successfully acquire other businesses, successfully integrate acquired businesses into our operations and manage the risks and potential liabilities associated with those acquisitions;

•

the impact of our regional, decentralized business model on our ability to execute on our business strategies and operate our business successfully;

•

our ability to compete successfully in the industries and markets we serve;

•

our ability to properly manage and accurately estimate costs associated with specific customer projects, in particular for arrangements with fixed price terms;

•

supply chain constraints and interruptions, and the resulting increases in the cost, or reductions in the supply, of the materials and commodities we use in our business and for which we bear the risk of such increases;

•

the impact of inflation;

•

our relationship with our employees, a large portion of which are covered by collective bargaining arrangements, and our ability to effectively manage and utilize our workforce;

•

the inherently dangerous nature of the services we provide and the risks of potential liability;

•

the impact of customer consolidation;

•

the loss of the services of key senior management personnel and the availability of skilled personnel;

•

the seasonality of our business and the impact of weather conditions;

•

the variability of our operating results between periods and the resulting difficulty in forecasting future operating results;

•

~~the impact of the COVID-19 pandemic on our accounting estimates and assumptions;~~

•

litigation that results from our business, including costs related to any damages we may be required to pay as a result of general liability or workmanship claims brought by our customers;

•

the impact of health, safety, and environmental laws and regulations, and the costs associated with compliance with such laws and regulations;

•

our substantial level of indebtedness and the effect of restrictions on our operations set forth in the documents that govern such indebtedness;

•

our expectations regarding the acquisition of the Chubb ~~fire and security~~ business, including the expected benefits of the acquisition and future value creation opportunities;

•

~~the impact of the conflict between Russia and Ukraine;~~ and

•

our compliance with certain financial maintenance covenants in our credit agreement and the effect on our liquidity of any failure to comply with such covenants.

3832

The factors identified above are believed to be important factors, but not necessarily all of the important factors, ~~that~~which could cause actual results to differ materially from those expressed in any forward-looking statement made by us. Other factors not discussed herein could also have a material adverse effect on us. You should not rely upon forward-looking statements as predictions of future events. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. These forward-looking statements speak only as of the date of this quarterly report. We assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, except as required by applicable law.

All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in this quarterly report and hereafter in our other SEC filings and public communications. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties.

3933

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) section should be read in conjunction with the ~~Interim Statements~~interim unaudited condensed consolidated financial statements (the "Interim Statements") and related notes included in this quarterly report, and the ~~Consolidated Financial Statements,~~Company's 2022 audited annual consolidated financial statements, the related notes thereto and under the ~~MD&A section~~heading "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and other disclosures contained in our Annual Report on Form 10-K, including financial results for the year ended December 31, ~~2021.~~2022. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements. Factors that might cause a difference include, but are not limited to, those discussed under the “Cautionary Note Regarding Forward Looking Statements” section of this quarterly report.

We prepare our financial statements in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). To supplement our financial results presented in accordance with U.S. GAAP in this MD&A section, we present EBITDA, which is a non-U.S. GAAP financial measure, to assist readers in understanding our performance and provide an additional perspective on trends and underlying operating results on a period-to-period comparable basis. Non-U.S. GAAP financial measures either exclude or include amounts not reflected in the most directly comparable measure calculated and presented in accordance with U.S. GAAP. Where a non-U.S. GAAP financial measure is used, we have provided the most directly comparable measure calculated and presented in accordance with U.S. GAAP, a reconciliation to the U.S. GAAP measure and a discussion of the reasons why management believes this information is useful to it and may be useful to investors.

Unless the context otherwise requires, all references in this section to “APG”, the “Company”, “we”, “us”, and “our” refer to APi Group Corporation and its subsidiaries.

Overview

~~APG is~~We are a global, market-leading business services provider of safety and specialty services in over 500 locations worldwide. We provide statutorily mandated and other contracted services to a strong base of long-standing customers across industries. We have a winning leadership culture driven by entrepreneurial business leaders that deliver innovative solutions to our customers.

We operate our business under two primary operating segments, which are also our reportable segments:

•

Safety Services – A leading provider of safety services in North America, Asia Pacific, and Europe, focusing on end-to-end integrated occupancy systems (fire protection solutions, Heating, Ventilation, and Air Conditioning (“HVAC”) and entry systems), including design, installation, inspection and service of these integrated systems. The work performed within this segment spans across industries and facilities and includes commercial, education, healthcare, ~~high tech,~~high-tech, industrial and special-hazard settings.

•

Specialty Services – A leading provider of a variety of infrastructure services and specialized industrial plant services, which include maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer and telecommunications infrastructure. Our services include engineering and design, fabrication, installation, maintenance service and repair, retrofitting and upgrading, pipeline infrastructure, access and road construction, supporting facilities, and performing ongoing integrity management and maintenance to customers within the energy industry. Customers within this segment vary from private and public utilities, communications, healthcare, education, transportation, manufacturing, industrial plants, and governmental agencies throughout North America.

We focus on growing our recurring revenues and repeat business from our diversified long-standing customers across a variety of end markets, which we believe provides us with stable cash flows and a platform for organic growth. We believe maintenance and service revenues are generally more predictable through contractual arrangements with typical terms ranging from days to three years, with the majority having short durations and are often recurring due to consistent renewal rates and long-standing customer relationships.

For financial information about our operating segments, see Note 2117 – “Segment Information” to our condensed consolidated financial statements included herein.

4034

Recent Developments and Certain Factors and Trends Affecting our Results of Operations

Restructuring

During ~~the three months ended June 30,~~ 2022, we ~~initiated a~~announced our multi-year Chubb restructuring program designed to drive efficiencies and synergies and optimize operating margin. ~~We recorded total~~The Chubb restructuring program includes expenses related to workforce reductions, lease termination costs, ~~of $11 million~~and other facility rationalization costs through fiscal year 2024.

During the six months ended June 30, 2023, we have incurred pre-tax restructuring costs within the Safety Services segment of ~~which $2 million was recorded in cost of revenues and $9~~$4 million in ~~selling, general, and administrative expenses on~~connection with the ~~condensed consolidated statements~~Chubb restructuring program. In total, we estimate that we will recognize approximately $105 million of ~~operations for both~~restructuring costs related to the ~~three and six months ended June 30, 2022. The amounts recognized in~~Chubb restructuring program by the ~~period primarily relate to costs associated with workforce reductions. As~~end of June 30, 2022, we had $8 million in restructuring liabilities recorded in other accrued liabilities on the condensed consolidated balance sheets for this plan, which we expect to pay within the next six to nine months.fiscal year 2024.

For additional information about our restructuring activity, see Note 54 – “Restructuring" to our condensed consolidated financial statements included herein.

~~Acquisitions~~

On January 3, 2022, we completed the acquisition of the Chubb fire and security business (the "Chubb Acquisition"). We paid an aggregate cash consideration of $2,935 million for the stock purchase of the Chubb fire and security business (the "Chubb business"). The Chubb business is a globally recognized fire safety and security services provider, offering customers complete and reliable services from design and installation to monitoring and on-going maintenance and recurring services. We expect the Chubb business will be a core asset within our Safety Services segment, and will provide meaningful opportunities for future value creation through providing complementary revenue growth by expanding our opportunities for cross-selling products and services across our key end markets.

~~For additional information about our acquisition activity, see Note 4 – “Business Combinations" to our condensed consolidated financial statements included herein.~~

~~Resegmentation~~

We have combined the leadership responsibility and full accountability for our Industrial Services and Specialty Services operating segments. As a result, beginning in 2022, the information for our legacy Industrial Services segment was combined with the legacy Specialty Services segment to form a new operating and reportable segment called Specialty Services. Accordingly, we present financial information for the Safety Services and Specialty Services segments, our two operating segments and also our reportable segments. Our chief operating decision maker regularly reviews financial information to allocate resources and assess performance utilizing these reorganized segments.

Certain prior year amounts have been recast to conform to the current year presentation and the information in the tables below has been retroactively adjusted to reflect these changes in reporting segments.

Economic, Industry and Market Factors

We closely monitor the effects of general changes in economic and market conditions on our customers. General economic and market conditions can negatively affect demand for our customers’ products and services, which can affect their planned capital and maintenance budgets in certain end markets. Market, regulatory, and industry factors could affect demand for our services, including: (i) changes to customers’ capital spending plans; (ii) mergers and acquisitions among the customers we serve; (iii) new or changing regulatory requirements or other governmental policy changes or uncertainty; (iv) economic, market or political developments; (v) changes in technology, tax and other incentives; and (vi) access to capital for customers in the industries we serve.services. Availability of transportation and transmission capacity and fluctuations in market prices for energy and other fuel sources can also affect demand for our services for pipeline and power generation construction services. These fluctuations, as well as the highly competitive nature of our industries, ~~can~~have resulted and may continue to result, ~~and has resulted,~~ in lower proposals and lower profit on the services we provide. In the face of increased pricing pressure on key materials, such as steel, or other market developments, we strive to maintain our profit margins through productivity improvements, cost reduction programs, pricing adjustments, and business streamlining efforts. Increased competition for skilled labor resources and higher labor costs can reduce our profitability and impact our ability to deliver timely service to our customers. We have experienced supply chain disruptions, which have negatively impacted the source and supply of materials needed to perform our work. In addition, fluctuations in foreign currencies may have an impact on our financial position and the results of operations. However, we believe that our exposure to transactional gains or losses resulting from changes in foreign currencies is limited because our foreign operations primarily invoice and collect receivables in their respective local or functional currencies, and the expenses associated with these transactions are generally contracted and paid for in the same local currencies. In cases where operational

transactions represent a material currency risk, we generally enter into ~~cross currency~~cross-currency swaps. Refer to Note 98 - "Derivatives" to our condensed consolidated financial statements included ~~herein~~in this quarterly report for additional information on our hedging activities. While we actively monitor economic, industry, and market factors that could affect our business, we cannot predict the effect that changes in such factors may have on our future ~~consolidated~~ results of operations, liquidity, and cash flows, and we may be unable to fully mitigate, or benefit from such changes.

~~COVID-19 Update~~

We continue to monitor short- and long-term impacts of the COVID-19 pandemic, and as the situation has continued to evolve, the impacts on our work have also evolved. Throughout 2020 and into 2021, we encountered headwinds related to job site accessibility, project delays, workflow disruptions due to COVID-19 protocols, and diminished demand from our customers. With the progress in the administration of vaccines during 2021, we began, and continue to experience stabilization and volume improvements as our teams and customers adapted to working in the long-term COVID-19 environment and the markets in which we operate began to recover.

In the second half of 2021 and into the first half of 2022, we experienced supply chain disruptions, which have negatively impacted the source and supply of materials needed to perform our work. Additionally, the outbreak of recent variants and their related containment and mitigation efforts that have been put in place around the world, has impacted the availability of skilled labor resources, particularly in our international businesses, interrupting our ability to perform our services and execute our jobs.

Although the majority of our businesses have largely recovered from the impacts of the COVID-19 pandemic, there remains significant uncertainty about the resulting market disruption or volatility, including the potential effects on our operations. We continue to be cautiously optimistic about the markets in which we operate and the customers we serve; however, should there be a slowdown in economic activity due to surges in the number of cases, or an increase in variants of the virus that are more virulent, contagious, or against which current vaccines are less effective, it is possible that projects could be delayed or canceled or that we could experience restricted access to our customers’ facilities, preventing us from performing maintenance and service projects. The extent to which our business and results of operations are impacted in future periods will also depend upon a number of other factors, including limitations on the ability of our employees to perform their work due to illness caused by the pandemic or local, state, or federal orders requiring vaccination, testing, or quarantine, our customers’ demand for our services, and our ability to continue to safely and effectively operate in this environment.

~~Russia-Ukraine conflict~~

The military conflict between Russia and Ukraine has had political, social and economic impacts that have affected our business, and may have future business impacts that are difficult to predict or quantify. The most immediate impact has been on energy supply and pricing, increasing our direct costs. In addition, the conflict is exacerbating general global inflationary pressures as the longer term interruption in production of goods in Ukraine emerges, which may continue into the future. The conflict is also reducing international political stability, which in turn may adversely impact markets in a variety of ways. For example, sanctions and other penalties imposed by countries across the globe against Russia are creating substantial uncertainty in the global economy. While we do not have operations in Russia or Ukraine and believe that we do not have a material direct exposure to customers, suppliers and vendors in those countries, we are unable to predict the impact that these actions will have on the global economy or on our financial condition, results of operations, and cash flows. Should the conflict escalate beyond its current scope, including, among other potential impacts, the geographic proximity of the conflict relative to the rest of Europe, where a material portion of our business is carried out, further impacts on our business could emerge. The precise impacts on our business are difficult to predict but could include increased direct costs of materials and labor; increased credit or other capital costs; and impacts on demand for our services, which could include increased demand for our services related to energy production outside of the conflict area but that could also include a reduction in demand in other geographies or markets.

Effect of Seasonality and Cyclical Nature of Business

Our net revenues and results of operations can be subject to variability stemming from ~~seasonality~~seasonal and ~~industry cyclicality.~~other variations. Seasonal variations ~~are primarily related to large, non-recurring projects that~~ can be influenced by weather conditions impacting customer spending patterns, contract award seasons, and project schedules, as well as the timing of holidays. Consequently, net revenues for our businesses are typically lower during the first ~~and second quarters~~quarter due to the prevalence of unfavorable weather conditions within our North American operations, which can cause project delays and affect productivity.

Additionally, the industries we serve can be cyclical. Fluctuations in end-user demand, or in the supply of services within those industries, can affect demand for our services. As a result, our business may be adversely affected by industry declines or by delays in new projects. Variations or unanticipated changes in project schedules in connection with large projects can create fluctuations in net revenues.

Recent Accounting Pronouncements

A summary of recent accounting pronouncements is included in Note 32 – “Recent Accounting Pronouncements” to our condensed consolidated financial statements included herein.

Description of Key Line Items

Net revenues

Net revenues are generated from the sale of various types of contracted services, fabrication and distribution. We derive net revenues primarily from services under contractual arrangements with durations ranging from days to three years, with the majority having durations of less than six months, and which may provide the customer with pricing options that include a combination of fixed, unit, or time and material pricing. Net revenues for fixed price agreements are generally recognized over time using the cost-to-cost method of accounting which measures progress based on the cost incurred to total expected cost in satisfying our performance obligation.

Net revenues from time and material contracts are recognized as the services are provided. Net revenues earned are based on total contract costs incurred plus an agreed upon markup. Net revenues for these cost-plus contracts are recognized over time on an input basis as labor hours are incurred, materials are utilized, and services are performed. Net revenues from wholesale or retail unit sales are recognized at a point-in-time upon shipment.

Cost of revenues

Cost of revenues consists of direct labor, materials, subcontract costs and indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. Labor costs are considered to be incurred as the work is performed. Subcontractor labor is recognized as the work is performed.

Gross profit

Our gross profit is influenced by direct labor, materials, and subcontract costs. Our profit margins are also influenced by raw material costs, contract mix, weather, and proper coordination with contract providers. ~~Labor intensive~~Labor-intensive contracts usually drive higher margins than those contracts that include material, subcontract, and equipment costs.

Selling, general, and administrative expenses ("SG&A")

Selling expenses consist primarily of compensation and associated costs for sales and marketing personnel, costs of advertising, trade shows, and corporate marketing. General and administrative expenses consist primarily of compensation and associated costs for executive management, personnel, facility leases, administrative expenses associated with accounting, finance, legal, information systems, leadership development, human resources, ~~and~~ risk management, and overhead associated with these functions. General and administrative expenses also include outside professional fees and other corporate expenses.

Amortization of intangible assets

Amortization expense reflects the charges incurred to amortize our finite-lived identifiable intangible assets, such as customer relationships, which are amortized over their estimated useful lives. There is a portion of amortization expense related to the backlog intangible assets reflected in cost of revenues in the condensed consolidated statements of operations.

43Loss on extinguishment of debt, net

Loss on extinguishment of debt, net reflects the difference between the repurchase price and carrying amount of debt at the time of extinguishment.

Non-service pension benefit

Non-service pension benefit reflects the sum of the components of pension expense not related to service cost, i.e. interest cost, expected return on assets, and amortizations of prior service costs and actuarial gains and losses.

Critical Accounting Policies and Estimates

For information regarding our Critical Accounting Policies, see the “Critical Accounting Policies” section of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the fiscal year ended December 31, ~~2021.~~2022.

Results of Operations

The following is a discussion of our financial condition and results of operations during the three and six months ended June 30, ~~2022~~2023 and the three and six months ended June 30, ~~2021.~~2022.

Three months ended June 30, ~~2022~~2023 compared to the three months ended June 30, ~~2021~~2022


	Three Months Ended June 30,						Change						Three Months Ended June 30,						Change
($ in millions)	2022			2021			$			%			2023			2022			$			%
Net revenues	$	1,649		$	978		$	671			68.6	%	$	1,771		$	1,649		$	122			7.4	%
Cost of revenues		1,214			746			468			62.7	%		1,275			1,214			61			5.0	%
Gross profit		435			232			203			87.5	%		496			435			61			14.0	%
Selling, general, and administrative expenses		376			185			191			103.2	%		389			376			13			3.5	%
Operating income (loss)		59			47			12			25.5	%
Operating income														107			59			48			81.4	%
Interest expense, net		28			14			14			100.0	%		38			28			10			35.7	%
Loss on extinguishment of debt		—			9			(9	)	NM
Non-service pension benefit		(11	)		—			(11	)	NM				(3	)		(11	)		(8	)		(72.7	)%
Investment income and other, net		(2	)		(6	)		4			(66.7	)%		(3	)		(2	)		1			50.0	%
Other expense, net		15			17			(2	)		(11.8	)%		32			15			17			113.3	%
Income (loss) before income taxes		44			30			14			46.7	%
Income tax provision (benefit)		14			9			5			55.6	%
Net income (loss)	$	30		$	21		$	9			42.9	%
Income before income taxes														75			44			31			70.5	%
Income tax provision														27			14			13			92.9	%
Net income													$	48		$	30		$	18			60.0	%

NM = Not meaningful

Net revenues

Net revenues for the three months ended June 30, ~~2022~~2023 were ~~$1,649~~$1,771 million compared to ~~$978~~$1,649 million for the same period in ~~2021,~~2022, an increase of ~~$671~~$122 million or ~~68.6%~~7.4%. The increase in net revenues was ~~primarily~~ driven by ~~additional revenues contributed by acquisitions completed during the previous 12 months~~growth within ~~the~~our Safety Services ~~segment.~~and Specialty Services segments. In addition, the increase in net revenues was ~~due to~~driven by growth in inspection, service, and service revenue, our ability to pass through inflationary increases in costs through project pricing, as well as continued market recoveries from the COVID-19 pandemic within our Safety Services and Specialty Services segments.monitoring revenue.

Gross profit

The following table presents our gross profit (net revenues less cost of revenues) and gross margin (gross profit as a percentage of net revenues) for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively:


	Three Months Ended June 30,						Change					Three Months Ended June 30,						Change
($ in millions)	2022			2021			$		%			2023			2022			$		%
Gross profit	$	435		$	232		$	203		87.5	%	$	496		$	435		$	61		14.0	%
Gross margin		26.4	%		23.7	%							28.0	%		26.4	%

Our gross profit for the three months ended June 30, ~~2022~~2023 was ~~$435~~$496 million compared to ~~$232~~$435 million for the same period in ~~2021,~~2022, an increase of ~~$203~~$61 million, or ~~87.5%~~14.0%. Gross margin was ~~26.4%~~28.0%, an increase of ~~270~~160 basis points compared to the prior year, primarily due to ~~acquisitions completed during the previous 12 months within the~~disciplined project and customer selection in our Safety Services ~~segment, an improved mix of service~~ and ~~inspection revenue, which generates higher margins,~~Specialty Services segments and ~~growth within the~~pricing improvements in our Safety Services segment. ~~These improvements were partially offset by supply chain disruptions and inflation causing downward pressure on margins.~~

Operating expenses

The following table presents operating expenses and operating margin (operating income ~~(loss)~~ as a percentage of net revenues) for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively:


	Three Months Ended June 30,						Change					Three Months Ended June 30,						Change
($ in millions)	2022			2021			$		%			2023			2022			$		%
Selling, general, and administrative expenses	$	376		$	185		$	191		103.2	%	$	389		$	376		$	13		3.5	%
SG&A expenses as a % of net revenues		22.8	%		18.9	%							22.0	%		22.8	%
Operating margin													6.0	%		3.6	%

SG&A (excluding amortization) (Non-GAAP)	$	323		$	155		$	168		108.4	%
SG&A expenses (excluding amortization) as a % of net revenues		19.6	%		15.8	%
Operating margin		3.6	%		4.8	%
SG&A expenses (excluding amortization) (Non-GAAP)												$	339		$	323		$	16		5.0	%
SG&A expenses (excluding amortization) as a % of net revenues (Non-GAAP)													19.1	%		19.6	%

Selling, general, and administrative expenses

Our SG&A expenses for the three months ended June 30, ~~2022~~2023 were ~~$376~~$389 million compared to ~~$185~~$376 million for the same period in ~~2021,~~2022, an increase of ~~$191~~$13 million. SG&A expenses as a percentage of net revenues was ~~22.8%~~22.0% during the three months ended June 30, ~~2022~~2023 compared to ~~18.9%~~22.8% for the same period in ~~2021.~~2022. The ~~primary drivers for the increase~~decrease in SG&A expenses ~~include additional SG&A~~as a percentage of net revenues was primarily attributable to lower acquisition and integration related expenses ~~contributed by acquisitions completed~~incurred in the ~~prior 12~~three months ~~as well as higher levels of spending associated with acquisitions, including integration, transformation, and reorganization expenses and an increase in amortization expense of $23 million~~ended June 30, 2023 compared to the same period in ~~2021.~~the prior year. Our SG&A expenses excluding amortization for the three months ended June 30, ~~2022~~2023 were ~~$323~~$339 million, or ~~19.6%~~19.1% of net revenues, compared to ~~$155~~$323 million, or ~~15.8%~~19.6% of net revenues, for the same period of ~~2021~~2022 primarily due to the factors discussed above. See the discussion and reconciliation of our non-U.S. GAAP financial measures below.

Interest expense, net

Interest expense was ~~$28~~$38 million and ~~$14~~$28 million for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The increase in interest expense was primarily due to ~~increased~~higher interest rates on our floating interest rate debt ~~following~~in the ~~Chubb Acquisition related financing.~~

~~Loss on extinguishment~~current year, partially offset by a decrease in the outstanding principal amounts of ~~debt~~

During 2021, we completed a private offering of $350 million aggregate principal amount of senior notes (4.125% Senior Notes). The proceeds from the offering were used to repay all outstanding indebtedness under the previously outstanding term loan, prepay a portion of the 2019 Term Loan, pay transaction fees and expenses, and fund general corporate purposes. In connection with the repayment of a previously outstanding term loan and prepayment on a portion of the 2019 Term Loan, we incurred a loss on extinguishment of debt of $9 million related to unamortized debt issuance costs.our floating rate debt.

Non-service pension benefit

The non-service pension benefit was ~~$11~~$3 million and $0$11 million for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The ~~higher year-on-year benefit in 2022~~change was ~~solely~~ due to higher interest costs due to higher discount rates and lower expected return on asset benefit compared to the ~~acquisition of pension plans as part~~same period of the ~~Chubb Acquisition during 2022.~~prior year.

Investment income and other, net

Investment income and other, net was $2$3 million and $6$2 million for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The ~~decrease~~increase in investment income ~~and other, net~~ was primarily due to ~~the impact of changes~~an increase in ~~foreign currency rates and fluctuations in the fair value of our derivative instruments.~~earnings from joint ventures.

Income tax provision ~~(benefit)~~

The income tax ~~expense (benefit)~~provision for the three months ended June 30, ~~2022~~2023 was ~~an expense of $14~~$27 million compared to $9$14 million in the same period of the prior year. This change was driven by ~~higher~~generated income before taxes in the three months ended June 30, ~~2022~~2023 compared to a loss before taxes for the same period in ~~2021.~~2022. The effective tax rate for the three months ended June 30, ~~2022~~2023 was ~~31.8%~~37.2%, compared to ~~28.9%~~31.8% in the same period of ~~2021.~~2022. The difference in the effective tax rate was driven by discrete and nondeductible permanent items. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0% is due to the nondeductible permanent items and state ~~taxes and the reversal of our indefinite reinvestment assertion.~~taxes.

Net income ~~(loss)~~ and EBITDA

The following table presents net income ~~(loss)~~ and EBITDA for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively:


	Three Months Ended June 30,						Change					Three Months Ended June 30,						Change
($ in millions)	2022			2021			$		%			2023			2022			$		%
Net income (loss)	$	30		$	21		$	9		42.9	%
Net income												$	48		$	30		$	18		60.0	%
EBITDA (non-GAAP)		148			96			52		54.2	%		188			148			40		27.0	%
Net income (loss) as a % of net revenues		1.8	%		2.1	%
Net income as a % of net revenues													2.7	%		1.8	%
EBITDA as a % of net revenues		9.0	%		9.8	%							10.6	%		9.0	%

Our net income ~~(loss)~~ for the three months ended June 30, ~~2022~~2023 was ~~$30~~$48 million compared to ~~$21~~$30 million for the same period in ~~2021,~~2022, an increase of $9$18 million. The improvement primarily resulted from ~~additional~~an increase in inspection, service, and monitoring revenue and ~~profit contributed~~disciplined project and customer selection within our Safety Services and Specialty Services segments, and pricing improvements in our Safety Services segment. The increase was also due to a decrease in operating expenses driven by ~~acquisitions completed~~lower acquisition and integration related expenses. The net income increase was partially offset by a decrease in the ~~previous 12 months and an improved mix of inspection and service revenue. These increases were largely offset by higher levels of spending related~~non-service pension benefit compared to ~~integration of recently acquired businesses and increased interest costs associated with newly issued term loan debt.~~the same period in 2022. Net income as a percentage of net revenues for the three months ended June 30, 2023 and 2022 was 2.7% and ~~June 30, 2021 was~~ 1.8% ~~and 2.1%~~, respectively. EBITDA for the three months ended June 30, ~~2022~~2023 was ~~$148~~$188 million compared to ~~$96~~$148 million for the same period in ~~2021,~~2022, an increase of ~~$52~~$40 million. The increase in EBITDA was primarily driven by the factors previously discussed. See the discussion and reconciliation of our non-U.S. GAAP financial measures below.

Operating Segment Results for the three months ended June 30, ~~2022~~2023 compared to the three months ended June 30, ~~2021~~2022


	Net Revenues												Net Revenues
	Three Months Ended June 30,						Change						Three Months Ended June 30,						Change
($ in millions)	2022			2021			$			%			2023			2022			$		%
Safety Services	$	1,146		$	512		$	634			123.8	%	$	1,225		$	1,146		$	79		6.9	%
Specialty Services		518			476			42			8.8	%		555			518			37		7.1	%
Corporate and Eliminations		(15	)		(10	)		(5	)		50.0	%		(9	)		(15	)	NM		NM
	$	1,649		$	978		$	671			68.6	%	$	1,771		$	1,649		$	122		7.4	%


	Operating Income (Loss)												Operating Income (Loss)
	Three Months Ended June 30,						Change						Three Months Ended June 30,						Change
($ in millions)	2022			2021			$			%			2023			2022			$		%
Safety Services	$	63		$	52		$	11			21.2	%	$	98		$	63		$	35		55.6	%
Safety Services operating margin		5.5	%		10.2	%								8.0	%		5.5	%
Specialty Services	$	32		$	24		$	8			33.3	%	$	41		$	32		$	9		28.1	%
Specialty Services operating margin		6.2	%		5.0	%								7.4	%		6.2	%
Corporate and Eliminations	$	(36	)	$	(29	)	$	(7	)		24.1	%	$	(32	)	$	(36	)	NM		NM
	$	59		$	47		$	12			25.5	%	$	107		$	59		$	48		81.4	%


	EBITDA
	Three Months Ended June 30,						Change
($ in millions)	2023			2022			$		%
Safety Services	$	150		$	121		$	29		24.0	%
Safety Services EBITDA as a % of net revenues		12.2	%		10.6	%
Specialty Services	$	69		$	60		$	9		15.0	%
Specialty Services EBITDA as a % of net revenues		12.4	%		11.6	%
Corporate and Eliminations	$	(31	)	$	(33	)	NM		NM
	$	188		$	148		$	40		27.0	%

46NM = Not meaningful

EBITDA

Three Months Ended June 30,

Change

($ in millions)

2022

2021

$

%

Safety Services

$
121

$
73

$
48

65.8
%
Safety Services EBITDA as a % of net revenues

10.6
%

14.3
%

Specialty Services

$
60

$
58

$
2

3.4
%
Specialty Services EBITDA as a % of net revenues

11.6
%

12.2
%

Corporate and Eliminations

$
(33
)

$
(35
)

$
2

(5.7
)%

$
148

$
96

$
52

54.2
%

The following discussion breaks down the net revenues, operating income (loss), and EBITDA by operating segment for the three months ended June 30, ~~2022~~2023 compared to the three months ended June 30, ~~2021.~~2022.

Safety Services

Safety Services net revenues for the three months ended June 30, ~~2022~~2023 increased by ~~$634~~$79 million or ~~123.8%~~6.9% compared to the same period in the prior year. The increase was primarily driven by ~~additional net revenues contributed by acquisitions completed in the prior 12 months, general market recoveries in both our Life Safety and HVAC services businesses and~~ increased inspection, service, and ~~service revenue within~~monitoring revenue. This increase was also due to continued strength in our ~~Life Safety~~end markets and ~~HVAC service businesses.~~strategic pricing improvements.

Safety Services operating margin for the three months ended June 30, ~~2022~~2023 and ~~2021~~2022 was approximately ~~5.5%~~8.0% and ~~10.2%~~5.5%, respectively. The ~~decline~~increase was primarily the result of ~~increased spending~~growth in inspection, service, and monitoring revenue, disciplined project and customer selection, and pricing improvements across the segment. The increase was also driven by lower acquisition and integration related expenses incurred in the three months ended June 30, 2023 compared to the ~~integration of recently acquired businesses, and supply chain disruptions and inflation causing downward pressure on margins, partially offset by an increase~~same period in ~~service and inspection revenue.~~the prior year. Safety Services EBITDA as a percentage of net revenues for the three months ended June 30, ~~2022~~2023 and ~~2021~~2022 was approximately ~~10.6%~~12.2% and ~~14.3%~~10.6%, respectively. This ~~decline~~increase was primarily related to the factors discussed above.

Specialty Services

Specialty Services net revenues for the three months ended June 30, ~~2022~~2023 increased by ~~$42~~$37 million or ~~8.8%~~7.1% compared to the same period in the prior year. The increase was primarily driven by increased ~~activity in~~service revenue across the ~~infrastructure and utility markets~~segment during the three months ended June 30, ~~2022~~2023 compared to the same period in the prior year and general market recoveries driving a rebound in the demand for our services when compared to the prior year, which was negatively impacted by the COVID-19 pandemic. Additionally, we have been able to offset some of the inflationary increases in cost of goods sold through strategic pricing improvements and contract negotiations, resulting in increased net revenues during the three months ended June 30, 2022 compared to the same period on the prior year.

Specialty Services operating margin for the three months ended June 30, ~~2022~~2023 and ~~2021~~2022 was approximately ~~6.2%~~7.4% and ~~5.0%~~6.2%, respectively. The ~~improvement~~increase was primarily ~~driven by higher levels~~the result of ~~productivity in the execution~~disciplined project and customer selection and better leverage of ~~specialty contracting work~~overhead expenses during the three months ended June 30, 2022 compared to the same period during the prior year. During the three months ended June 30, 2021, we experienced margin contractions due to lower sales volumes but consistent indirect costs. Comparatively, during the three months ended June 30, 2022, margins increased due to the growth in sales volumes. These improvements were partially offset by supply chain disruptions and inflationary pressures on margins.2023. Specialty Services EBITDA as a percentage of net revenues for the three months ended June 30, ~~2022~~2023 and ~~2021~~2022 was approximately ~~11.6%~~12.4% and ~~12.2%~~11.6%, respectively, due to the factors discussed above.

Six months ended June 30, ~~2022~~2023 compared to the six months ended June 30, ~~2021~~2022


	Six Months Ended June 30,						Change						Six Months Ended June 30,						Change
($ in millions)	2022			2021			$			%			2023			2022			$			%
Net revenues	$	3,120		$	1,781		$	1,339			75.2	%	$	3,385		$	3,120		$	265			8.5	%
Cost of revenues		2,309			1,368			941			68.8	%		2,464			2,309			155			6.7	%
Gross profit		811			413			398			96.4	%		921			811			110			13.6	%
Selling, general, and administrative expenses		759			368			391			106.3	%		741			759			(18	)		(2.4	)%
Operating income (loss)		52			45			7			15.6	%
Operating income														180			52			128			246.2	%
Interest expense, net		55			29			26			89.7	%		75			55			20			36.4	%
Loss on extinguishment of debt		—			9			(9	)	NM
Loss on extinguishment of debt, net														3			—			3		NM
Non-service pension benefit		(22	)		—			(22	)	NM				(6	)		(22	)		(16	)		(72.7	)%
Investment income and other, net		(2	)		(9	)		7			(77.8	)%		(5	)		(2	)		3			150.0	%
Other expense, net		31			29			2			6.9	%		67			31			36			116.1	%
Income (loss) before income taxes		21			16			5			31.3	%
Income before income taxes														113			21			92			438.1	%
Income tax provision (benefit)		(2	)		3			(5	)		(166.7	)%		39			(2	)		41		NM
Net income (loss)	$	23		$	13		$	10			76.9	%
Net income													$	74		$	23		$	51			221.7	%

NM = Not meaningful

Net revenues

Net revenues for the six months ended June 30, ~~2022~~2023 were ~~$3,120~~$3,385 million compared to ~~$1,781~~$3,120 million for the same period in ~~2021,~~2022, an increase of ~~$1,339~~$265 million or ~~75.2%~~8.5%. The increase in net revenues ~~was primarily attributable to additional revenues contributed by acquisitions completed within~~occurred in both the Safety Services segment during the past 12 months. The increase in net revenues was also due to growth in service and inspection revenue, our ability to pass through inflationary increases in costs through project pricing, and continued market recoveries from the COVID-19 pandemic within our Safety Services and Specialty Services ~~segments.~~segments and was driven by growth in inspection, service, and monitoring revenue. This increase was partially offset by the impact of foreign currency exchange rates.

Gross profit

The following table presents our gross profit (net revenues less cost of revenues) and gross margin (gross profit as a percentage of net revenues) for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively:


	Six Months Ended June 30,						Change					Six Months Ended June 30,						Change
($ in millions)	2022			2021			$		%			2023			2022			$		%
Gross profit	$	811		$	413		$	398		96.4	%	$	921		$	811		$	110		13.6	%
Gross margin		26.0	%		23.2	%							27.2	%		26.0	%

Our gross profit for the six months ended June 30, ~~2022~~2023 was ~~$811~~$921 million compared to ~~$413~~$811 million for the same period in ~~2021,~~2022, an increase of ~~$398~~$110 million, or ~~96.4%~~13.6%. Gross margin was ~~26.0%~~27.2%, an increase of ~~280~~120 basis points compared to the prior year, primarily due to ~~acquisitions completed~~disciplined project and customer selection within ~~the~~our Safety Services ~~segment during the past 12 months. Additionally, the increase was driven by~~and Specialty Services segments and pricing improvements, as well as an improved mix of inspection, service, and ~~inspection~~monitoring revenue, which generates higher ~~margins, and growth within the Safety Services segment. These improvements were partially offset by supply chain disruptions and inflation causing downward pressure on~~ margins.

Operating expenses

The following table presents operating expenses and operating margin (operating income (loss) as a percentage of net revenues) for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively:


	Six Months Ended June 30,						Change					Six Months Ended June 30,						Change
($ in millions)	2022			2021			$		%			2023			2022			$			%
Selling, general, and administrative expenses	$	759		$	368		$	391		106.3	%	$	741		$	759		$	(18	)		(2.4	)%
SG&A expenses as a % of net revenues		24.3	%		20.7	%
SG&A expense as a % of net revenues													21.9	%		24.3	%
Operating margin													5.3	%		1.7	%

SG&A (excluding amortization) (Non-GAAP)	$	652		$	308		$	344		111.7	%
SG&A expenses (excluding amortization) (Non-GAAP)												$	643		$	652		$	(9	)		(1.4	)%
SG&A expenses (excluding amortization) as a % of net revenues		20.9	%		17.3	%							19.0	%		20.9	%
Operating margin		1.7	%		2.5	%

Selling, general, and administrative expenses

Our SG&A expenses for the six months ended June 30, ~~2022~~2023 were ~~$759~~$741 million compared to ~~$368~~$759 million for the same period in ~~2021, an increase~~2022, a decrease of ~~$391~~$18 million. SG&A expenses as a percentage of net revenues was ~~24.3%~~21.9% during the six months ended June 30, ~~2022~~2023 compared to ~~20.7%~~24.3% for the same period in ~~2021.~~2022. The ~~increase in SG&A expenses~~decrease was ~~primarily~~ driven by ~~additional SG&A~~lower acquisition and integration related expenses ~~contributed by acquisitions completed~~incurred in the prior 12 months. Also driving the increase was higher levels of spending associated with acquisitions, including integration, transition, and reorganization expenses and an increase in amortization expense of $47 millionsix months ended June 30, 2023 compared to the same period in ~~2021.~~the prior year. The decrease in the six months ended June 30, 2023 was partially offset by changes in estimates to acquired liabilities. Our SG&A expenses excluding amortization for the six months ended June 30, ~~2022~~2023 were ~~$652~~$643 million, or ~~20.9%~~19.0% of net revenues, compared to ~~$308~~$652 million, or ~~17.3%~~20.9% of net revenues, for the same period of ~~2021~~2022 primarily due to the factors discussed above. See the discussion and reconciliation of our non-U.S. GAAP financial measures below.

Interest expense, net

Interest expense was ~~$55~~$75 million and ~~$29~~$55 million for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The increase in interest expense was primarily due to ~~increased~~higher interest rates on our floating interest rate debt ~~related to~~in the ~~financing~~current year, partially offset by a decrease in the outstanding principal amounts of ~~the Chubb Acquisition.~~our floating rate debt.

Loss on extinguishment of debt, net

During ~~2021,~~the six months ended June 30, 2023, we ~~completed a private offering~~made payments of ~~$350~~$100 million ~~aggregate~~and $100 million of the outstanding principal amount ~~of senior notes (4.125% Senior Notes). The proceeds from the offering were used to repay all outstanding indebtedness under the previously outstanding term loan, prepay a portion~~ of the 2019 Term Loan ~~pay transaction fees~~ and ~~expenses, and fund general corporate purposes.~~2021 Term Loan, respectively. In connection with the ~~repayment of the previously outstanding term loan and prepayment on~~payments, we recognized a ~~portion of the 2019 Term Loan, we incurred a~~net loss on debt extinguishment of ~~debt of $9 million related to unamortized debt issuance costs, that did not recur in the current period.~~$3 million.

Non-service pension benefit

The non-service pension benefit was ~~$22~~$6 million and $0$22 million for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The ~~higher year-on-year benefit in 2022~~change was ~~solely~~ due to higher interest costs due to higher discount rates and lower expected return on asset benefit compared to the ~~acquisition of pension plans as part~~same period of the ~~Chubb Acquisition during the six months ended June 30, 2022.~~prior year.

Investment income and other, net

Investment income and other, net was $2$5 million and $9$2 million for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The ~~decline~~increase in investment income ~~and other, net~~ was primarily due to ~~a the impact of changes~~an increase in ~~foreign currency rates and fluctuations in the fair value of our derivative instruments.~~earnings from joint ventures.

Income tax provision (benefit)

The income tax ~~expense (benefit)~~provision for the six months ended June 30, ~~2022~~2023 was an expense of $39 million compared to a benefit of ~~$2 million compared to an expense of $3~~($2) million in the same period of the prior year. This change was driven by ~~favorable discrete items~~generated income before taxes in the six months ended June 30, ~~2022~~2023 compared to a loss before taxes for the same period in ~~2021.~~2022, as well as the reversal of the permanent reinvestment assertion, which drove $9 million of the benefit in 2022. The effective tax rate for the six months ended June 30, ~~2022~~2023 was ~~(11.3%)~~35.0%, compared to ~~17.0%~~(11.3%) in the same period of ~~2021.~~2022. The difference in the effective tax rate was driven by discrete and nondeductible permanent ~~items.~~items, primarily the reversal of our indefinite reinvestment assertion in 2022. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0% is due to the nondeductible permanent items, state taxes, and ~~the reversal of our indefinite reinvestment assertion.~~discrete items.

Net income ~~(loss)~~ and EBITDA

The following table presents net income ~~(loss)~~ and EBITDA for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively:


	Six Months Ended June 30,						Change					Six Months Ended June 30,						Change
($ in millions)	2022			2021			$		%			2023			2022			$		%
Net income (loss)	$	23		$	13		$	10		76.9	%
Net income												$	74		$	23		$	51		221.7	%
EBITDA (non-GAAP)		228			147			81		55.1	%		337			228			109		47.8	%
Net income (loss) as a % of net revenues		0.7	%		0.7	%
Net income as a % of net revenues													2.2	%		0.7	%
EBITDA as a % of net revenues		7.3	%		8.3	%							10.0	%		7.3	%

Our net income ~~(loss)~~ for the six months ended June 30, ~~2022~~2023 was ~~$23~~$74 million compared to ~~$13~~$23 million for the same period in ~~2021,~~2022, an increase of ~~$10~~$51 million. The improvement is primarily ~~attributable to additional~~resulted from growth in inspection, service, and monitoring revenue and ~~profit contributed by acquisitions completed~~disciplined project and customer selection within our Safety Services and Specialty Services segments and pricing improvements in ~~the previous 12 months.~~our Safety Services segment. The increase was also due to a decrease in operating expenses driven by ~~an improved mix of service and inspection revenue. These increases in revenues were partially offset by increased~~lower acquisition and integration related ~~expenses, including interest costs associated with newly issued term loan debt used~~expenses. The net income increase was partially offset by a decrease in the non-service pension benefit compared to ~~fund acquisition activity.~~the same period in 2022. Net income as a percentage of net revenues for ~~both~~ the six months ended June 30, 2023 and 2022 was 2.2% and ~~2021 was~~ 0.7%., respectively. EBITDA for the six months ended June 30, ~~2022~~2023 was ~~$228~~$337 million compared to ~~$147~~$228 million for the same period in ~~2021,~~2022, an increase of ~~$81~~$109 million. The increase in EBITDA was primarily driven by the factors previously discussed. See the discussion and reconciliation of our non-U.S. GAAP financial measures below.

Operating Segment Results for the six months ended June 30, ~~2022~~2023 compared to the six months ended June 30, ~~2021~~2022


	Net Revenues												Net Revenues
	Six Months Ended June 30,						Change						Six Months Ended June 30,						Change
($ in millions)	2022			2021			$			%			2023			2022			$		%
Safety Services	$	2,220		$	978		$	1,242			127.0	%	$	2,416		$	2,220		$	196		8.8	%
Specialty Services		930			820			110			13.4	%		985			930			55		5.9	%
Corporate and Eliminations		(30	)		(17	)		(13	)		76.5	%		(16	)		(30	)	NM		NM
	$	3,120		$	1,781		$	1,339			75.2	%	$	3,385		$	3,120		$	265		8.5	%


	Operating Income (Loss)												Operating Income (Loss)
	Six Months Ended June 30,						Change						Six Months Ended June 30,						Change
($ in millions)	2022			2021			$			%			2023			2022			$		%
Safety Services	$	126		$	97		$	29			29.9	%	$	194		$	126		$	68		54.0	%
Safety Services operating margin		5.7	%		9.9	%								8.0	%		5.7	%
Specialty Services	$	25		$	6		$	19			316.7	%	$	41		$	25		$	16		64.0	%
Specialty Services operating margin		2.7	%		0.7	%								4.2	%		2.7	%
Corporate and Eliminations	$	(99	)	$	(58	)	$	(41	)		70.7	%	$	(55	)	$	(99	)	NM		NM
	$	52		$	45		$	7			15.6	%	$	180		$	52		$	128		246.2	%


	EBITDA												EBITDA
	Six Months Ended June 30,						Change						Six Months Ended June 30,						Change
($ in millions)	2022			2021			$			%			2023			2022			$		%
Safety Services	$	244		$	138		$	106			76.8	%	$	296		$	244		$	52		21.3	%
Safety Services EBITDA as a % of net revenues		11.0	%		14.1	%								12.3	%		11.0	%
Specialty Services	$	80		$	72		$	8			11.1	%	$	96		$	80		$	16		20.0	%
Specialty Services EBITDA as a % of net revenues		8.6	%		8.8	%								9.7	%		8.6	%
Corporate and Eliminations	$	(96	)	$	(63	)	$	(33	)		52.4	%	$	(55	)	$	(96	)	NM		NM
	$	228		$	147		$	81			55.1	%	$	337		$	228		$	109		47.8	%

50NM = Not meaningful

The following discussion breaks down the net revenues, operating income (loss), and EBITDA by operating segment for the six months ended June 30, ~~2022~~2023 compared to the six months ended June 30, ~~2021.~~2022.

Safety Services

Safety Services net revenues for the six months ended June 30, ~~2022~~2023 increased by ~~$1,242~~$196 million or ~~127.0%~~8.8% compared to the same period in the prior year. The increase was ~~primarily attributable to additional revenues contributed~~driven by ~~acquisitions completed in the past 12 months. The~~both increased inspection, service, and monitoring revenue. This increase was also ~~driven~~due to continued strength in our end markets and strategic pricing improvements. This increase was partially offset by ~~general market recoveries in both our Life Safety and HVAC service businesses and increased service and inspection revenue within our Life Safety businesses.~~the impact of foreign currency exchange rates.

Safety Services operating margin for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 was approximately ~~5.7%~~8.0% and ~~9.9%~~5.7%, respectively. The ~~decline~~increase was primarily the result of ~~increased spending~~disciplined project and customer selection and pricing improvements. The increase was also driven by lower acquisition and integration related expenses incurred in the six months ended June 30, 2023 compared to the ~~integration of recently acquired businesses. Additionally,~~same period in the ~~decline was driven by supply chain disruptions and inflation causing downward pressure on margins, partially offset by an increase in service and inspection revenue.~~prior year. Safety Services EBITDA as a percentage of net revenues for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 was approximately ~~11.0%~~12.3% and ~~14.1%~~11.0%, respectively. This ~~decline~~increase was primarily related to the factors discussed above.

Specialty Services

Specialty Services net revenues for the six months ended June 30, ~~2022~~2023 increased by ~~$110~~$55 million or ~~13.4%~~5.9% compared to the same period in the prior year. The increase was primarily ~~attributable to~~driven by increased ~~activity in~~service revenue across the ~~specialty contracting markets~~segment for emergency service work during the six months ended June 30, ~~2022~~2023 compared to the same period in the prior year. Additionally, the increase was driven by general market recoveries driving a resumption in the demand for our services when compared to the prior year, which was negatively impacted by the COVID-19 pandemic. We have also been able to offset some of the inflationary increases in cost of revenues through strategic pricing improvements and contract negotiations, resulting in increased net revenues during the six months ended June 30, 2022 compared to the same period on the prior year.

Specialty Services operating margin for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 was approximately ~~2.7%~~4.2% and ~~0.7%~~2.7%, respectively. The ~~improvement~~increase was primarily ~~attributable to higher levels~~the result of ~~productivity in the execution~~disciplined project and customer selection and better leverage of ~~specialty contracting work~~overhead expenses during the six months ended June 30, 2022 compared to the same period in 2021. During the six months ended June 30, 2022, margins increased due to growth in sales volumes. Comparatively, during the six months ended June 30, 2021, we experienced margin contractions as a result of lower sales volumes but consistent indirect costs. These margin improvements were partially offset by supply chain disruptions and inflationary pressures on margins.2023. Specialty Services EBITDA as a percentage of net revenues for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 was approximately ~~8.6%~~9.7% and ~~8.8%~~8.6%, respectively, due to the factors discussed above.

Non-GAAP Financial Measures

We supplement our reporting of consolidated financial information determined in accordance with U.S. GAAP with SG&A (excluding amortization) and EBITDA (defined below), which are non-U.S. GAAP financial measures. We use these non-U.S. GAAP financial measures to evaluate our performance, both internally and as compared with our peers because they exclude certain items that may not be indicative of our core operating results. Management believes these measures are useful to investors since they (a) permit investors to view our performance using the same tools that management uses to evaluate our past performance, reportable business segments, and prospects for future performance, (b) permit investors to compare us with our peers, and (c) in the case of EBITDA, determines certain elements of management’s incentive compensation.

These non-U.S. GAAP financial measures, however, have limitations as analytical tools and should not be considered in isolation from, a substitute for, or superior to, the related financial information we report in accordance with U.S. GAAP. The principal limitation of these non-U.S. GAAP financial ~~measure~~measures is that they exclude significant expenses required by U.S. GAAP to be recorded in our financial statements and may not be comparable to similarly titled measures of other companies due to potential differences in calculation methods. In addition, these measures are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded or included in determining these non-U.S. GAAP financial measures. Investors are encouraged to review the following reconciliations of these non-U.S. GAAP financial measures to the most comparable U.S. GAAP financial measures and not to rely on any single financial measure to evaluate our business.

SG&A expenses (excluding amortization)

SG&A expenses (excluding amortization) is a measure of operating costs used by management to manage the business and its segments. We believe this non-U.S. GAAP measure provides meaningful information and helps investors understand our core selling, general, and administrative expenses excluding acquisition-related amortization expense to better enable investors to understand our financial results and assess our prospects for future performance.

The following tables present reconciliations of SG&A expenses to SG&A expenses (excluding amortization) for the periods indicated:


	Three Months Ended June 30,						Three Months Ended June 30,
($ in millions)	2022			2021			2023			2022
Reported SG&A expenses	$	376		$	185		$	389		$	376
Adjustments to reconcile to SG&A expenses to SG&A expenses (excluding amortization)
Amortization expense		(53	)		(30	)		(50	)		(53	)
SG&A expenses (excluding amortization)	$	323		$	155		$	339		$	323


	Six Months Ended June 30,						Six Months Ended June 30,
($ in millions)	2022			2021			2023			2022
Reported SG&A expenses	$	759		$	368		$	741		$	759
Adjustments to reconcile to SG&A expenses to SG&A expenses (excluding amortization)
Amortization expense		(107	)		(60	)		(98	)		(107	)
SG&A expenses (excluding amortization)	$	652		$	308		$	643		$	652

EBITDA

Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) is the measure of profitability used by management to manage its segments and, accordingly, in its segment reporting. We supplement the reporting of our consolidated financial information with EBITDA. We believe this non-U.S. GAAP measure provides meaningful information and helps investors understand our financial results and assess our prospects for future performance. Consolidated EBITDA is calculated in a manner consistent with segment EBITDA, which is a measure of segment profitability.

The following table presents a reconciliation of net income (loss) to EBITDA for the periods indicated:


	Three Months Ended June 30,				Three Months Ended June 30,
($ in millions)	2022		2021		2023		2022
Reported net income (loss)	$	30	$	21	$	48	$	30
Adjustments to reconcile net income (loss) to EBITDA:
Interest expense, net		28		14		38		28
Income tax provision (benefit)		14		9
Income tax provision						27		14
Depreciation		19		20		19		19
Amortization		57		32		56		57
EBITDA	$	148	$	96	$	188	$	148

Six Months Ended June 30,

($ in millions)

2022

2021

Reported net income (loss)

$
23

$
13

Adjustments to reconcile net income (loss) to EBITDA:

Interest expense, net

55

29

Income tax provision (benefit)

(2
)

3

Depreciation

38

39

Amortization

114

63

EBITDA

$
228

$
147


	Six Months Ended June 30,
($ in millions)	2023		2022
Reported net income	$	74	$	23
Adjustments to reconcile net income to EBITDA:
Interest expense, net		75		55
Income tax provision (benefit)		39		(2	)
Depreciation		38		38
Amortization		111		114
EBITDA	$	337	$	228

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are cash flows from the operating activities of our consolidated subsidiaries, available cash and cash equivalents, ~~our~~ access to our ~~Revolving~~$500 million five-year senior secured revolving credit facility (the "Revolving Credit ~~Facility~~Facility") and the proceeds from debt offerings. We believe these sources will be sufficient to fund our liquidity requirements for at least the next twelve months. Although we believe we have sufficient resources to fund our future cash requirements, there are many factors with the potential to influence our cash flow position including weather, seasonality, commodity prices, market conditions, ~~inflation,~~ and ~~prolonged impacts of COVID-19,~~inflation, over which we have no control.

As of June 30, ~~2022,~~2023, we had ~~$773~~$851 million of total liquidity, comprising ~~$330~~$368 million in cash and cash equivalents and ~~$443~~$483 million ($500 million less outstanding letters of credit of approximately ~~$57~~$17 million, which reduce availability) of available borrowings under our Revolving Credit Facility. ~~On January 3,~~

During 2022, we issued and sold 800,000 shares of Series B Preferred Stock (defined below) for an aggregate purchase price of $800 million, and entered into an amendment to our credit agreement. As part of this amendment, we ~~incurred~~entered into a $1,100 million seven-year incremental term loan ("2021 Term Loan"), the Revolving Credit Facility was upsized by $200 million to $500 million, the maturity date of the Revolving Credit Facility was extended five years, and the letter of credit sublimit was increased by $100 million to $250 million.

During September 2021, we issued 22,716,049 shares of our common stock in a public underwritten offering. The proceeds from this offering totaled approximately $446 million, net of related expenses. We used the net proceeds from this offering for general corporate purposes, which includes items such as other business opportunities, capital expenditures and working capital.

We expect to continue to be able to access the capital markets through equity and debt offerings for liquidity purposes as needed. Our principal liquidity requirements have been, and we expect will ~~be, any accrued consideration due~~continue to ~~selling shareholders, including tax payments in connection therewith,~~be, for working capital and general corporate purposes, including capital expenditures and debt service, any accrued consideration and compensation due to selling shareholders, including tax payments in connection therewith, as well as to identify, execute, and integrate strategic acquisitions and business ~~transformation.~~transformation transactions or initiatives.

In ~~March~~ 2022, ~~we announced that~~ our Board of Directors authorized a stock repurchase program, authorizing the purchase of up to an aggregate of $250 million of ~~shares of~~ common stock through February 2024. During the three and six months ended June 30, ~~2022,~~2023, we repurchased ~~681,329~~428,688 and ~~1,212,760~~970,004 shares of common stock for aggregate payments of approximately $11 million and ~~$22~~$23 million ~~respectively,~~ under this stock repurchase program, respectively, leaving approximately ~~$228~~$184 million of authorized repurchases.

Cash Flows

The following table summarizes net cash flows with respect to our operating, investing and financing activities for the periods indicated:

Six Months Ended June 30,

($ in millions)

2022

2021

Net cash provided by (used in) operating activities

$
(64
)

$
19

Net cash provided by (used in) investing activities

(2,903
)

(35
)
Net cash provided by (used in) financing activities

1,818

187

Effect of foreign currency exchange rate change on cash and cash equivalents

(9
)

3

Net increase (decrease) in cash and cash equivalents

$
(1,158
)

$
174

Cash, cash equivalents, and restricted cash at the end of the period

$
333

$
689


	Six Months Ended June 30,
($ in millions)	2023			2022
Net cash provided by (used in) operating activities	$	73		$	(64	)
Net cash used in investing activities		(82	)		(2,903	)
Net cash (used in) provided by financing activities		(232	)		1,818
Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash		4			(9	)
Net decrease in cash, cash equivalents, and restricted cash	$	(237	)	$	(1,158	)
Cash, cash equivalents, and restricted cash, end of period	$	370		$	333

Net Cash Provided by (Used in) Operating Activities

Net cash provided by ~~(used in)~~ operating activities was ~~$(64)~~$73 million for the six months ended June 30, ~~2022~~2023 compared to ~~$19~~($64) million of cash used for the same period in ~~2021.~~2022. The increase in cash provided by operating activities is primarily due to an increase in net income in the period. This increase in cash provided is also driven by lower working capital needs associated with the various services we provided in the six months ended June 30, 2023 compared to the same period of the prior year. Cash ~~flows~~flow from operations is primarily driven by changes in the mix and timing of demand for our services and working capital needs associated with the various services we provide. Working capital is primarily affected by changes in total accounts receivable, accounts payable, accrued expenses, and contract assets and contract liabilities, all of which tend to be related and are affected by changes in the timing and volume of work performed. ~~During the six months ended June 30, 2022, operating cash flows were impacted by inflationary pressures and supply chain disruptions leading to an~~The increase in the required level of working capital investment needed to ensure we have materials available to meet our growth in sales volumes, as well as higher levels of spending related to acquisition and integration costs. Further, the increasecash provided by operating activities in the ~~cost of our debt driven by new debt issuances that occurred during the later half of 2021 and the first half of 2022 and~~current year is also due to a one-time contribution to an assumed pension ~~plans~~plan of $27 million ~~were factors in our increased use of cash for operating activities~~ during the six months ended June 30, ~~2022 compared to the same period in the prior year.~~2022.

Net Cash ~~Provided by (Used in)~~Used in Investing Activities

Net cash used in investing activities was ~~$(2,903)~~$82 million for the six months ended June 30, ~~2022~~2023 compared to ~~$(35)~~$2,903 million for the same period in ~~2021.~~2022. During ~~the current year,~~2022, we completed the Chubb Acquisition ~~within our Safety Services segment~~ resulting in the use of $2,875 million for acquisitions during the six months ended June 30, 2022 compared to ~~$12~~$45 million for the same period in ~~2021.~~2023. The decrease in cash used in investing activities in the current year was partially offset by an increase in purchases of property and equipment. We purchased $46 million and $34 million of property and equipment during the six months ended June 30, 2023 and 2022, respectively.

Net Cash (Used in) Provided by ~~(Used in)~~ Financing Activities

Net cash ~~provided by~~used in financing activities was ~~$1,818~~($232) million for the six months ended June 30, ~~2022~~2023 compared to ~~$187~~$1,818 million provided by financing activities for the same period in ~~2021.~~2022. The ~~increase~~decrease in cash provided by financing activities was primarily driven by equity and debt issuances in the six months ended June 30, 2022 related to the Chubb Acquisition. In the six months ended June 30, 2022, cash provided by financing activities was higher due to $1,101 million of proceeds from the issuance of the 2021 Term Loan and other debt, and $797 million of proceeds from the issuance of Series B Preferred ~~Stock, partially offset~~Stock. The increase in cash used in financing activities in the six months ended June 30, 2023 was also driven by ~~payments~~$204 million of ~~$31 million~~payments on long-term borrowings and $22 million of share repurchases. In the same period of the prior year, cash provided by financing activities was primarily driven by proceeds of $350 million from the completed offering of the 4.125% Senior Notes and $230 million from the issuance of common stock in connection with the warrant exercises. These cash inflows were partially offset by payments of $318 million on long term borrowings and $70 million for acquisition-related consideration.borrowings.

Financing Activities

Credit Agreement

~~In anticipation of the Chubb Acquisition, on December 16, 2021,~~We have entered into a Credit Agreement by and among APi Group DE, Inc., our wholly-owned subsidiary, as borrower ~~we,~~("APi Group DE"), APG as a guarantor, ~~and our~~the subsidiary guarantors ~~named therein entered into Amendment No. 2~~from time to time party thereto, the ~~Credit Agreement ("Amendment No. 2"~~lenders from time to time party thereto, and Citibank N.A., as administrative agent and as collateral agent (the “Credit Agreement”)~~. On January 3, 2022, the closing date of the Chubb Acquisition, we closed the transactions contemplated by Amendment No. 2,~~ which provides for: (1) a term loan facility, pursuant to which ~~(1)~~ we incurred the $1,200 million 2019 Term Loan used to fund a part of the cash portion of the purchase price in the APi Acquisition, and a $1,100 million seven-year incremental term loan ("2021 Term Loan") used to fund a portion of the purchase price in the Chubb acquisition, and (2) ~~the~~a $500 million Revolving Credit Facility ~~was upsized by $200 million to $500 million, (3) the maturity date~~ of ~~the Revolving Credit Facility was extended five years, (4) the letter of credit sublimit was increased by $100 million~~which up to $250 million ~~(5) additional loan parties and collateral in additional jurisdictions became subject~~can be used for the issuance of letters of credit.

The interest rate applicable to the ~~Credit Agreement, (6) changes were~~2019 Term Loan is, at our option, either (a) a base rate plus an applicable margin equal to 1.50% or (b) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.50% plus a credit spread adjustment ("CSA"). Principal payments on the 2019 Term Loan are due in quarterly installments on the last day of each fiscal quarter, unless prepayments are made, for a total annual amount equal to 1.00% of the ~~guarantor coverage requirements under~~initial aggregate principal amount of the ~~Credit Agreement with respect to consolidated EBITDA, and (7) certain other changes were made to the Credit Agreement.~~2019 Term Loan. The 2019 Term Loan matures on October 1, 2026.

The interest rate applicable to the 2021 Term Loan is, at our option, either (a) a base rate plus an applicable margin equal to 1.75% or (b) a ~~Eurocurrency~~Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.75%. plus a CSA. Principal payments on the 2021 Term Loan will be made in quarterly installments on the last day of each fiscal quarter, for a total annual amount equal to 1.00% of the initial aggregate principal amount of the 2021 Term Loan. The 2021 Term Loan matures on January 3, 2029. The 2021 Term Loan is subject to the same mandatory prepayment provisions as the 2019 Term Loan.

54The interest rate applicable to borrowings under the Revolving Credit Facility is, at our option, either (a) a base rate plus an applicable margin equal to 1.25% or (2) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.25% plus a CSA.

The Credit Agreement contains customary representations and warranties, and affirmative and negative covenants, including covenants that, among other things, restrict our, and our restricted subsidiaries’, ability to (i) incur additional indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem capital stock; (iii) prepay, redeem or repurchase certain debt; (iv) make loans and investments; (v) sell, transfer and otherwise dispose of assets; (vi) incur or permit to exist certain liens; (vii) enter into transactions with affiliates; (viii) enter into agreements restricting subsidiaries’ ability to pay dividends; and (ix) consolidate, amalgamate, merge or sell all or substantially all assets. The Credit Agreement also contains customary events of default. Furthermore, with respect to the revolving credit facility, we must maintain a first lien net leverage ratio that does not exceed (i) 4.00 to 1.00 for each fiscal quarter ending in 2021, and (ii) 3.75 to 1.00 for each fiscal quarter ending thereafter, if on the last day of any fiscal quarter the outstanding amount of all revolving loans and letter of credit obligations (excluding undrawn letters of credit up to $40 million) under the Credit Agreement is greater than 30% of the total revolving credit commitments thereunder subject to a right of cure. Our first lien net leverage ratio as of June 30, ~~2022~~2023 was ~~2.88:~~2.14:1.00.

~~As of~~During the six months ended June 30, ~~2022,~~2023, we ~~had $1,127~~repaid an aggregate amount of $200 million, ~~and $1,085~~$100 million to each of ~~indebtedness outstanding on~~ the 2019 Term Loan and 2021 Term Loan. As a result, the 2019 Term Loan and the 2021 Term Loan have remaining principal amounts of $1,027 million and $985 million, respectively. We had no amounts outstanding under the Revolving Credit Facility, under which ~~$443~~$483 million was available after giving effect to ~~$57~~$17 million of outstanding letters of credit, which reduces availability.

Senior Notes

WeOn June 22, 2021, APi Group DE completed a private offering of $350 million aggregate principal amount of 4.125% Senior Notes due 2029 (the “4.125% Senior Notes”), issued under an indenture, dated June 22, 2021. The 4.125% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by us and certain of our subsidiaries. The 4.125% Senior Notes will mature on July 15, 2029, unless redeemed earlier, and bear interest at a rate of 4.125% per year until maturity, payable semi-annually in arrears. We used the net proceeds from the sale of the 4.125% Senior Notes to repay ~~the~~a previously outstanding term loan, prepay a portion of the 2019 Term Loan and for general corporate purposes. As of June 30, ~~2022,~~2023, we had ~~$350~~$337 million aggregate principal amount of 4.125% Senior Notes outstanding.

WeOn October 21, 2021, APi Escrow Corp, a wholly-owned subsidiary of the Company, completed a private offering of $300 million aggregate principal amount of 4.750% Senior Notes due 2029 (the “4.750% Senior Notes”) issued under an indenture dated October 21, 2021, as supplemented by a supplemental indenture dated January 3, 2022. The 4.750% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by us and certain of our subsidiaries. The 4.750% Senior Notes will mature on October 15, 2029, unless earlier redeemed, and bear interest at a rate of 4.750% per year until maturity, payable semi-annually in arrears. We used the net proceeds from the sale of the 4.750% Senior Notes to finance a portion of the consideration for the Chubb Acquisition. As of June 30, ~~2022,~~2023, we had ~~$300~~$277 million aggregate principal amount of 4.750% Senior Notes outstanding.

Debt Covenants

We were in compliance with all covenants contained in the indentures governing the 4.125% Senior Notes and 4.750% Senior Notes and Credit Agreement as of June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

Issuance of Series B Preferred Stock

~~On January 3,~~During 2022, ~~concurrent with the closing of the Chubb Acquisition,~~ we issued and sold 800,000 shares of our 5.5% Series B ~~Perpetual~~Redeemable Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"), for an aggregate purchase price of $800 million, pursuant to securities purchase agreements entered into on July 26, 2021 with certain investors. The net proceeds from the Series B Preferred Stock issuance were used to fund a portion of the consideration for the Chubb Acquisition.

The holders of the Series B Preferred Stock are entitled to dividends at the rate of 5.5% per annum, payable in cash or common stock, at our election. The Series B Preferred Stock ranks senior to our common stock and Series A Preferred Stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution, or winding up of our affairs.

The Series B Preferred Stock is convertible, at the holder’s option, into shares of our common stock at a conversion price equal to $24.60 per share, subject to certain customary adjustments. The holders of Series B Preferred Stock have certain other rights including voting rights on an as-converted basis, certain pre-emptive rights on our private equity offerings, certain registration rights, and, in the case of certain holders, certain director designation rights, as provided in the certificate of designation governing the Series B Preferred Stock.

We may, at our option, effect conversion of the outstanding shares of Series B Preferred Stock to common stock, but only if the volume-weighted average price of our common stock exceeds $36.90 per share for 15 consecutive trading days.

Material Cash Requirements from Known Contractual and Other Obligations

Our material cash requirements from known contractual and other obligations primarily relate to the following, for which information on both a short-term and long-term basis is provided in the indicated notes to the ~~condensed consolidated financial statements~~Interim Statements and expected to be satisfied using cash generated from operations:

•

Operating and Finance Leases – See Note 11 – ~~"Leases."~~"Leases" in the Annual Report on Form 10-K filed on March 1, 2023. We have not had material changes to our lease obligations during the six months ended June 30, 2023.

•

Debt – See Note 1210 – "Debt" for future principal payments and interest rates on our debt instruments.

•

Tax Obligations – See Note 1311 – "Income Taxes."

•

Pension obligations – See Note 1512 – ~~"Pension.~~"Employee Benefit Plans."

We make investments in our properties and equipment to enable continued expansion and effective performance of our business. Our capital expenditures are expected to be approximately 1.5% of annual net revenues.

5648

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest rate risk

As of June 30, ~~2022,~~2023, our outstanding variable interest rate debt was primarily related to our 2019 Term Loan and our 2021 Term ~~Loan, and our Revolving Credit Facility.~~Loan. As of June 30, ~~2022, excluding letters of credit outstanding of $57 million,~~2023, we had ~~no amounts of outstanding revolving loans, $1,127~~$1,027 million outstanding on the 2019 Term Loan and ~~$1,085~~$985 million outstanding on the 2021 Term Loan. ~~As of June 30, 2022,~~To mitigate increases in variable interest rates, we ~~had~~have a ~~5-year~~four-year interest rate swap with respect to $720 million of notional value of the 2019 Term Loan, exchanging one-month ~~LIBOR~~SOFR for a ~~fixed~~ rate of ~~1.62%~~3.59% per annum. ~~Accordingly, our fixed~~This expense will be offset by the amortization through October 2024 of the remaining gain of $22 million recognized from the termination of the previously outstanding $720 million notional amount interest rate ~~per annum~~swap resulting in an effective rate on the ~~swapped~~ $720 million of notional value of the 2019 Term Loan ~~is 4.12% through its maturity.~~of 3.92%. The remaining ~~$407~~floating $307 million of our 2019 Term Loan balance will bear interest ~~at 4.16% per annum~~ based on one-month ~~LIBOR~~SOFR plus 250 basis points. We have five-year interest rate swaps with respect to $400 million of the notional value of the 2021 Term Loan, exchanging one-month SOFR for a rate an average fixed rate of 3.41%. The 2021 Term Loan balance will bear interest ~~at 4.42% per annum~~ based on one-month ~~LIBOR~~SOFR plus 275 basis points, but the rate will fluctuate as ~~LIBOR~~SOFR fluctuates.

~~Additionally, during 2021,~~ As of June 30, 2023, excluding letters of credit outstanding of $17 million, we ~~entered into a euro-denominated net investment hedge with a notional value~~had no amounts of ~~$230 million. The net investment hedge reduces our overall effective interest rate by approximately 24 basis points. A 100-basis point increase in the applicable interest rates~~outstanding revolving loans under our ~~credit facilities (including the unhedged portion of our 2019 Term Loan debt) would have increased our interest expense by approximately $11 million for the six months ended June 30, 2022.~~

While we cannot predict our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, we continue to evaluate our financial position on an ongoing basis. The ICE Benchmark Administration intends to cease the publication of U.S. dollar LIBOR for all tenors (excluding 1 week and 2 month) on June 30, 2023. The discontinuation of the 1 month LIBOR after 2023 and the replacement with an alternative reference rate, such as the Secured Overnight Financing Rate may adversely impact interest rates and our interest expense could increase.Credit Agreement.

Foreign currency risk

~~Our~~We have operations ~~are~~ in ~~approximately~~over 20 countries globally. Revenues generated from foreign operations represented approximately ~~40%~~37% and 38% of our consolidated net revenues for ~~both~~ the three and six months ended June 30, ~~2022.~~2023. Net revenues and expenses related to our foreign operations are, for the most part, denominated in the functional currency of the foreign operation, which minimizes the impact fluctuations in exchange rates would have on net income or loss. We are subject to fluctuations in foreign currency exchange rates when transactions are denominated in currencies other than the functional currencies. Such transactions were not material to our operations during the six months ended June 30, ~~2022.~~2023. These foreign currency transaction gains and losses, including hedging impacts, are classified in investment income and other, net, in the condensed consolidated statements of operations and were a gain (loss) of $0 million and ($1) million for the three months ended June 30, 2023 and 2022, respectively, and $0 million and ($2) million for the six months ended June 30, 2023 and 2022, respectively. These net foreign currency transaction gains and losses include derivative instruments designed to reduce foreign currency exchange rate risks. Translation gains or losses, which are recorded in accumulated other comprehensive loss in the condensed consolidated balance sheets, result from translation of the assets and liabilities of our foreign subsidiaries into U.S. dollars. Foreign currency translation ~~losses (gains)~~gains (losses) totaled approximately ~~$166~~$27 million and ($4)166) million for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$225~~$41 million and $0($225) million for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

Our exposure to fluctuations in foreign currency exchange rates ~~has increased as a result of the Chubb Acquisition and~~ may continue to increase in the future if we continue to expand our operations outside of the U.S. We seek to manage foreign currency exposure by minimizing our consolidated net assets and liability positions in currencies other than the functional currency of our foreign subsidiaries. However, we believe that our exposure to transactional gains or losses resulting from fluctuations in foreign currencies is limited because our foreign operations primarily invoice and collect receivables in their respective local or functional currencies, and the expenses associated with these transactions are generally contracted and paid for in the same local currencies. In order to manage foreign currency risk related to transactions in foreign currencies and the Chubb business intercompany financing structure, we entered into cross-currency swaps to manage the foreign currency risk of certain intercompany loans. We also occasionally use foreign currency contracts as a way to mitigate foreign currency exposure.

Other market risk

We are also exposed to market risks impacting our customer base due to the potential related impact on accounts receivable or contract assets on uncompleted contracts. The amounts recorded may be at risk if our customers’ ability to pay these obligations is negatively impacted by economic conditions. We continually monitor the creditworthiness of our customers and maintain ongoing discussions with customers regarding contract status with respect to change orders and billing terms. Therefore, management believes it takes appropriate action to manage market and other risks, but there is no assurance management will be able to reasonably identify all risks with respect to the collectability of these assets. See also “Revenue Recognition from Contracts with Customers” under the heading "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting ~~Policies section of~~Estimates" in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021.~~2022.

In addition, we are exposed to various supply chain risks, including the market risk of price fluctuations or availability of copper, steel, cable optic fiber, and other materials used as components of supplies or materials utilized in our operations. We are also exposed to increases in energy prices, particularly as they relate to gasoline prices for our vehicle fleet. Disruptions in our supply

chain can occur due to market inefficiencies but can also be driven by other events, like cybersecurity breaches, pandemics, or similar disruptive events. While we believe we can increase our contract prices to adjust for some price increases in commodities, there can be no assurance that such price increases, if they were to occur, would be recoverable. Additionally, some of our fixed price contracts do not allow us to adjust prices and, as a result, increases in material costs could reduce profitability with respect to projects in progress.

Significant declines in market prices for oil, ~~and~~ gas, and other fuel sources may also impact our operations. Prolonged periods of low oil and gas prices may result in projects being delayed or ~~cancelled and in~~canceled. In a low oil and gas price environment, certain of our businesses could become less profitable or incur losses.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating such controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As required by Rule 13a-15(b) of the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are not effective atas of June 30, ~~2022~~2023 due to the material weaknesses in internal control over financial reporting described below, which were previously disclosed in Item 9A. “Controls and Procedures” of our Form 10-K for the year ended December 31, ~~2021.~~2022.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as specified above. However, our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent or detect all errors and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Company have been detected.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a‑15(f) and 15d-15(f)under the Exchange Act. Under the supervision of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of ~~June 30, 2022~~March 31, 2023 based on the guidelines established in Internal Control — Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of June 30, ~~2022~~2023 due to the material weaknesses in internal control over financial reporting identified and further described below.

~~Material Weaknesses in Internal Control~~

A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim ~~consolidated~~ financial statements will not be prevented or detected on a timely basis.

We continue to have previously identified control deficiencies that are not remediated as of June 30, ~~2022~~2023 related to user access controls related to an ~~ineffective control environment, ineffective~~information technology system which resulted from insufficient risk assessment and ineffective ~~information and communication resulting from an insufficient number of trained resources with expertise in implementation and~~ operation of ~~internal control~~process level controls over ~~financial reporting and information technology systems.~~revenue recognition, which resulted from insufficient training. As a result of the ~~Company had ineffective~~user access control ~~activities related to~~deficiencies, process level controls at certain entities that use information from the ~~design and operation of process-level controls and general information technology controls across all financial reporting processes.~~affected system cannot be relied upon. These control deficiencies constitute material weaknesses in our internal control over financial reporting as of June 30, ~~2022.~~2023.

5850

Ongoing Remediation Plan

Management has undertaken various steps to continue remediating such control deficiencies and has seen improved results versus December 31, 2022. Steps taken by us during the three months ended June 30, 2023 include the following:

•

Performed weekly and monthly monitoring of privileged access activity; and

•

Conducted training with operating company personnel related to required level of documentation and proper review of estimates related to revenue recognition.

We plan to continue our efforts to strengthen our internal control over financial reporting and are committed to ensuring that such controls are operating effectively. We are implementing process and control improvements to address the above material weakness as follows:

•

Continue to conduct ongoing training with control owners and reviewers within operations and finance with a specific focus on sufficient documentation and evidence in the execution of the controls; and

•

Perform corporate level review of high risk contracts and their related revenue recognition documentation; and

•

Conduct an evaluation of information technology general controls ("ITGCs") and related policies, with a focus on risk assessment procedures and controls related to access to information technology ("IT") systems and implement an IT management review and testing plan to monitor ITGCs with a specific focus on systems supporting our financial reporting processes.

As anticipated, a remediation effort of this magnitude takes multiple years to complete and we have made significant progress with the Company’s multi-year remediation plans. Based on this progress, management believes full remediation of current material weaknesses can be achieved by year-end. In addition, under the direction of the Audit Committee of the Board of Directors, we will continue to review and make necessary changes to the overall design of the Company’s internal control environment, as well as to refine policies and procedures to improve the overall effectiveness of internal control over financial reporting of the Company.

The material weaknesses in our internal control over financial reporting will not be considered remediated until the remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls will be met, and no evaluation of controls can provide absolute assurance that all control deficiencies or material weaknesses have been or will be detected. There is no assurance that the remediation will be fully effective. As described above, these material weaknesses have not been remediated as of the filing date of this quarterly report. If these remediation efforts do not prove effective and control deficiencies and material weaknesses persist or occur in the future, the accuracy and timing of our financial reporting may be adversely affected.

Changes in Internal Control ~~Over~~over Financial Reporting

We are executing our remediation plans to remediate the material weaknesses relating to our internal control over financial reporting, as described ~~below. These plans include a detailed risk and controls assessment, key process walkthroughs and flowchart documentation, training, and execution of determined key controls. There were~~above. Other than changes described above, there have been no ~~material~~ changes ~~to our~~in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) ~~under~~of the Securities Exchange ~~Act) that occurred~~Act of 1934, as amended) during the quarter ended June 30, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, ~~our~~the Company’s internal control over financial reporting.

~~Management’s Remediation Plans~~51

Management has undertaken various steps to continue remediating such control deficiencies and has seen improved results versus December 31, 2021. Given an effort of this magnitude, management believes that full remediation will most likely continue to extend over the next couple of years. The material weaknesses will not be considered remediated until management designs and implements effective controls that operate for a sufficient period of time and management has concluded through testing that these controls are effective. We are monitoring the effectiveness of our remediation plans and will make the changes management determines to be appropriate. Steps taken by us during the three months ended June 30, 2022 include the following:

•

internal audit continued to assess and document the adequacy of internal control over financial reporting, document steps to improve control processes, conduct testing of controls, and implement continuous reporting for internal control over financial reporting;

•

~~hired additional members to our accounting and finance team with the appropriate qualified experience in financial reporting, consolidations, technical accounting, and application of U.S. GAAP;~~

•

~~enhanced controls, procedures, and processes in our financial consolidation and reporting processes;~~

•

~~enhanced controls over critical processes, including revenue recognition, purchase accounting and financial reporting, and the related information technology systems; and~~

•

~~identified and designed controls to address segregation of duties issues.~~

~~We plan to continue our efforts to improve, design and implement integrated processes to enhance our internal control over financial reporting, including:~~

•

~~providing additional training and education programs for personnel responsible for the performance of newly implemented processes and controls to enhance our control environment;~~

•

~~adding additional qualified resources to our accounting and finance teams with appropriate qualified experience to enhance our control environment and risk assessment processes;~~

•

~~refining and enhancing certain existing controls and adding new controls to strengthen our risk assessment process; and~~

•

~~continue our efforts to improve our financial systems and enhance our information and communication controls.~~

PART II. OTHER INFORMATION

Item 1A. Risk factors

There have been no material changes to our risk factors contained in Part I, Item 1A. "Risk Factors" of our Form 10-K for the year ended December 31, ~~2021.~~2022.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about the Company's purchase of equity securities during the three months ended June 30, ~~2022:~~2023:

During the Three Months Ended June 30, 2022

Total Number of Shares Purchased (1)

Average Price Paid Per Share

Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs (1)

Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)

April 1, 2022 - April 30, 2022

—

$
—

—

$
—

May 1, 2022 - May 31, 2022

—

—

—

—

June 1, 2022 - June 30, 2022

681,329

16.16

681,329

228

Total

681,329

$
16.16

681,329

$
228


During the Three Months Ended June 30, 2023	Total Number of Shares Purchased (1)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
April 1, 2023 - April 30, 2023		—	$	—		—	$	—
May 1, 2023 - May 31, 2023		—		—		—		—
June 1, 2023 - June 30, 2023		428,688		25.66		428,688		184
Total		428,688	$	25.66		428,688	$	184

(1)

~~On March 9,~~During 2022, we announced that our Board of Directors authorized a stock repurchase program (“SRP”) to purchase up to an aggregate of $250 million of shares of our common stock. Acquisitions pursuant to the SRP may be made from time to time through a combination of open market repurchases in compliance with Rule 10b-18 under the Exchange Act, privately negotiated transactions, accelerated share repurchase transactions, and/or other derivative transactions, at our discretion, as permitted by securities laws and other legal requirements. In connection with the SRP, we may enter into Rule 10b5-1 trading plans which would generally permit us to repurchase shares at times when it might otherwise be prevented from doing so under the securities laws. The SRP will expire on February 29, 2024 unless otherwise modified or earlier terminated by our Board of Directors at any time in its sole discretion.

Item 4. Mine Safety Disclosures

Information regarding mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this quarterly report.

60Item 5. Other Information

During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits


Exhibit No.		Description of Exhibits


10.24*		Amendment No. 3 to Credit Agreement, dated as of May 19, 2023, by and among APi Group DE, Inc., as borrower, APi Group Corporation, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Citibank, N.A., as administrative agent and as collateral agent.

31.1*		Certification by Russell A. Becker, Chief Executive Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification by Kevin S. Krumm, Chief Financial Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification by Russell A. Becker, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification by Kevin S. Krumm, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

95.1*		Mine Safety Disclosures.

101.INS*		Inline XBRL Instance Document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

** Furnished herewith

6153

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.


		APi GROUP CORPORATION

August ~~4, 2022~~3, 2023		/s/ Russell A. Becker
		Russell A. Becker
		Chief Executive Officer
		(Duly Authorized Officer)

August ~~4, 2022~~3, 2023		/s/ Kevin S. Krumm
		Kevin S. Krumm
		Chief Financial Officer
		(Principal Financial Officer)

6254


	Three Months Ended June 30, 2021			Six Months Ended June 30, 2021
Net revenues	$	1,532		$	2,883
Net income (loss)		(12	)		(53	)


	Premier Fire			NAC			Other 2021 Acquisitions
Cash paid at closing	$	32		$	36		$	25
Accrued consideration		7			4			9
Total consideration	$	39		$	40		$	34

Cash	$	3		$	2		$	2
Current assets		10			22			6
Property and equipment		1			2			2
Intangible assets, net		14			13			11
Goodwill		17			13			19
Current liabilities		(6	)		(12	)		(6	)
Net assets acquired	$	39		$	40		$	34


	Six Months Ended June 30, 2022
Balance as of December 31, 2021	$	—
Charged to cost of revenues - employee related		2
Charged to selling, general, and administrative expenses - employee related		9
Payments		(3	)
Currency translation adjustment and other		—
Balance as of June 30, 2022	$	8


	Operating Leases			Finance Leases			Total
Remainder of 2022	$	35		$	2		$	37
2023		61			4			65
2024		44			3			47
2025		31			3			34
2026		20			1			21
2027		15			1			16
Thereafter		40			0			40
Total lease payments	$	246		$	14		$	260
Less imputed interest		(23	)		(1	)		(24	)
Total present value of lease liabilities	$	223		$	13		$	236
Operating and finance leases - current	$	60		$	4		$	64
Operating and finance leases - non-current		163			9			172
Total present value of lease liabilities	$	223		$	13		$	236


	June 30, 2022			December 31, 2021
Weighted-average remaining lease term:
Operating leases	5.6 years			6.0 years
Finance leases	3.4 years			2.8 years

Weighted-average discount rate:
Operating leases		3.1	%		3.4	%
Finance leases		3.0	%		2.3	%


	January 3, 2022
Plan assets	$	2,615

	January 3, 2022
Projected benefit obligation ("PBO") funded status
Fair value of plan assets	$	2,615
Benefit obligations		(2,041	)
Funded status of plans	$	574


	January 3, 2022
Pension and post-retirement benefits	$	626
Other accrued liabilities		—
Other noncurrent liabilities		(52	)
Net amount recognized	$	574


	January 3, 2022
PBO	$	78
Accumulated benefit obligation		64
Fair value of plan assets		26


	Three Months Ended June 30, 2022			Six Months Ended June 30, 2022
Service cost	$	4		$	6
Interest cost		8			17
Expected return on plan assets		(18	)		(38	)
Net periodic pension benefit	$	(6	)	$	(15	)


	Three and Six Months Ended June 30, 2022
	Benefit Obligation			Net Periodic Benefit Cost
Discount rates:
PBO		1.9	%		1.9	%
Interest cost		—			1.7	%
Service cost		—			2.2	%
Salary scale		2.9	%		2.9	%
Expected return on plan assets		—			3.1	%


	Quoted Prices in		Significant			Significant
	Active Markets for		Observable			Unobservable		Not
	Identical Assets		Inputs			Inputs		Subject to
Asset Category	Level 1		Level 2			Level 3		Leveling		Total
Public equities:
Global equity funds at net asset value 1	$	—	$	—		$	—	$	238	$	238
Fixed income securities:
Governments		—		1,608			—		69		1,677
Corporate bonds		—		638			—		—		638
Fixed income securities 1		—		—			—		106		106
Real estate 1,2		—		—			—		11		11
Other 1,3		—		(212	)		—		59		(153	)
Cash & cash equivalents 1,4		—		33			—		65		98
Subtotal	$	—	$	2,067		$	—	$	548	$	2,615
Other assets & liabilities 5											—
Total at January 3, 2022										$	2,615