Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 26, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39275 | |
Entity Registrant Name | APi Group Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1510303 | |
Entity Address, Address Line One | 1100 Old Highway 8 NW | |
Entity Address, City or Town | New Brighton | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55112 | |
City Area Code | 651 | |
Local Phone Number | 636-4320 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | APG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 235,559,170 | |
Entity Central Index Key | 0001796209 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Current assets: | ||
Cash and cash equivalents | $ 461 | $ 605 |
Accounts receivable, net of allowances of $4 and $3 at September 30, 2023 and December 31, 2022, respectively | 1,280 | 1,313 |
Inventories | 155 | 163 |
Contract assets | 530 | 459 |
Prepaid expenses and other current assets | 226 | 112 |
Total current assets | 2,652 | 2,652 |
Property and equipment, net | 377 | 407 |
Operating lease right of use assets | 227 | 222 |
Goodwill | 2,404 | 2,382 |
Intangible assets, net | 1,624 | 1,784 |
Deferred tax assets | 107 | 108 |
Pension and post-retirement assets | 407 | 392 |
Other assets | 151 | 144 |
Total assets | 7,949 | 8,091 |
Current liabilities: | ||
Short-term and current portion of long-term debt | 256 | 206 |
Accounts payable | 431 | 490 |
Contingent consideration and compensation liabilities | 18 | 27 |
Accrued salaries and wages | 320 | 337 |
Contract liabilities | 474 | 463 |
Operating and finance leases | 72 | 73 |
Other accrued liabilities | 328 | 325 |
Total current liabilities | 1,899 | 1,921 |
Long-term debt, less current portion | 2,342 | 2,583 |
Pension and post-retirement obligations | 37 | 40 |
Contingent consideration and compensation liabilities | 10 | 6 |
Operating and finance leases | 170 | 166 |
Deferred tax liabilities | 340 | 340 |
Other noncurrent liabilities | 122 | 111 |
Total liabilities | 4,920 | 5,167 |
Commitments and contingencies (Note 15) | ||
Mezzanine equity: | ||
5.5% Series B Redeemable Convertible Preferred Stock, $0.0001 par value, 800,000 authorized shares, 800,000 shares issued and outstanding at September 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 September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock; $0.0001 par value, 500,000,000 authorized shares, 235,146,035 shares and 233,403,912 shares issued at September 30, 2023 and December 31, 2022, respectively (excluding 413,135 and 584,584 shares declared for stock dividend at September 30, 2023 and December 31, 2022, respectively) | 0 | 0 |
Additional paid-in capital | 2,562 | 2,558 |
Accumulated deficit | (36) | (164) |
Accumulated other comprehensive loss | (294) | (267) |
Total shareholders’ equity | 2,232 | 2,127 |
Total liabilities, redeemable convertible preferred stock, and shareholders’ equity | $ 7,949 | $ 8,091 |
Common stock dividends (in shares) | 413,135 | 584,584 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounts receivable, allowance for credit loss | $ 4 | $ 3 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 235,146,035 | 233,403,912 |
Common stock dividends (in shares) | 413,135 | 584,584 |
Series A Preferred Stock | ||
Preferred stock, dividend percentage | 20% | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 7,000,000 | 7,000,000 |
Preferred stock, shares issued (in shares) | 4,000,000 | 4,000,000 |
Preferred stock, shares outstanding (in shares) | 4,000,000 | 4,000,000 |
Series B Preferred Stock | ||
Preferred stock, dividend percentage | 5.50% | 5.50% |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 800,000 | 800,000 |
Preferred stock, shares issued (in shares) | 800,000 | 800,000 |
Preferred stock, shares outstanding (in shares) | 800,000 | 800,000 |
Aggregate liquidation preference | $ 840 | $ 840 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net revenues | $ 1,784 | $ 1,735 | $ 5,169 | $ 4,855 |
Cost of revenues | 1,273 | 1,295 | 3,737 | 3,604 |
Gross profit | 511 | 440 | 1,432 | 1,251 |
Selling, general, and administrative expenses | 407 | 379 | 1,148 | 1,138 |
Operating income | 104 | 61 | 284 | 113 |
Interest expense, net | 37 | 33 | 112 | 88 |
(Gain) loss on extinguishment of debt, net | 0 | (5) | 3 | (5) |
Non-service pension benefit | (3) | (10) | (9) | (32) |
Investment income and other, net | (4) | (3) | (9) | (5) |
Other expense, net | 30 | 15 | 97 | 46 |
Income before income taxes | 74 | 46 | 187 | 67 |
Income tax provision | 20 | 18 | 59 | 16 |
Net income | 54 | 28 | 128 | 51 |
Net income attributable to common shareholders: | ||||
Stock dividend on Series B Preferred Stock | (11) | (11) | (33) | (33) |
Net income attributable to common shareholders | $ 43 | $ 17 | $ 95 | $ 18 |
Net income per common share: | ||||
Basic (in dollars per share) | $ 0.15 | $ 0.06 | $ 0.32 | $ 0.06 |
Diluted (in dollars per share) | $ 0.15 | $ 0.06 | $ 0.32 | $ 0.06 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 235,418,566 | 233,605,429 | 234,996,055 | 232,982,467 |
Diluted (in shares) | 270,038,322 | 266,461,754 | 268,924,096 | 265,859,817 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 54 | $ 28 | $ 128 | $ 51 |
Other comprehensive income (loss): | ||||
Fair value change - derivatives, net of tax benefit (expense) of $—, $(16), $(2), and $(27), respectively | 1 | 51 | 7 | 82 |
Foreign currency translation adjustment | (63) | (86) | (22) | (311) |
Comprehensive income (loss) | $ (8) | $ (7) | $ 113 | $ (178) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax expense | $ 0 | $ (16) | $ (2) | $ (27) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions | Total | Series B Preferred Stock | Preferred Stock | Common Stock | Common Stock Series A Preferred Stock | Common Stock Series B Preferred Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2021 | 4,000,000 | 224,625,193 | |||||||
Beginning balance at Dec. 31, 2021 | $ 2,323 | $ 0 | $ 0 | $ 2,560 | $ (237) | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (7) | (7) | |||||||
Fair value change - derivatives | 9 | 9 | |||||||
Foreign currency translation adjustment | (59) | (59) | |||||||
Preferred Stock dividend (in shares) | 7,539,697 | 519,469 | |||||||
Share repurchases (in shares) | (531,431) | ||||||||
Share repurchases | (11) | (11) | |||||||
Profit sharing plan contributions (in shares) | 622,655 | ||||||||
Profit sharing plan contributions | 15 | 15 | |||||||
Share-based compensation and other, net (in shares) | 413,029 | ||||||||
Share-based compensation and other, net | 8 | 8 | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 4,000,000 | 233,188,612 | |||||||
Ending balance at Mar. 31, 2022 | 2,278 | $ 0 | $ 0 | 2,572 | (244) | (50) | |||
Beginning balance (in shares) at Dec. 31, 2021 | 4,000,000 | 224,625,193 | |||||||
Beginning balance at Dec. 31, 2021 | 2,323 | $ 0 | $ 0 | 2,560 | (237) | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 51 | ||||||||
Fair value change - derivatives | 82 | ||||||||
Foreign currency translation adjustment | (311) | ||||||||
Preferred Stock dividend (in shares) | 1,944,939 | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | 4,000,000 | 233,786,135 | |||||||
Ending balance at Sep. 30, 2022 | 2,150 | $ 0 | $ 0 | 2,565 | (186) | (229) | |||
Beginning balance (in shares) at Mar. 31, 2022 | 4,000,000 | 233,188,612 | |||||||
Beginning balance at Mar. 31, 2022 | 2,278 | $ 0 | $ 0 | 2,572 | (244) | (50) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 30 | 30 | |||||||
Fair value change - derivatives | 22 | 22 | |||||||
Foreign currency translation adjustment | (166) | (166) | |||||||
Preferred Stock dividend (in shares) | 686,455 | ||||||||
Share repurchases (in shares) | (681,329) | ||||||||
Share repurchases | (11) | (11) | |||||||
Share-based compensation and other, net (in shares) | 24,584 | ||||||||
Share-based compensation and other, net | 3 | 3 | |||||||
Ending balance (in shares) at Jun. 30, 2022 | 4,000,000 | 233,218,322 | |||||||
Ending balance at Jun. 30, 2022 | 2,156 | $ 0 | $ 0 | 2,564 | (214) | (194) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 28 | 28 | |||||||
Fair value change - derivatives | 51 | 51 | |||||||
Foreign currency translation adjustment | (86) | (86) | |||||||
Preferred Stock dividend (in shares) | 739,015 | 739,015 | |||||||
Share repurchases (in shares) | (738,572) | ||||||||
Share repurchases | (11) | (11) | |||||||
Share-based compensation and other, net (in shares) | 567,370 | ||||||||
Share-based compensation and other, net | 12 | 12 | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 4,000,000 | 233,786,135 | |||||||
Ending balance at Sep. 30, 2022 | 2,150 | $ 0 | $ 0 | 2,565 | (186) | (229) | |||
Beginning balance (in shares) at Dec. 31, 2022 | 4,000,000 | 233,403,912 | |||||||
Beginning balance at Dec. 31, 2022 | 2,127 | $ 0 | $ 0 | 2,558 | (164) | (267) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 26 | 26 | |||||||
Fair value change - derivatives | (9) | (9) | |||||||
Foreign currency translation adjustment | 14 | 14 | |||||||
Gain on dedesignated derivatives amortized from AOCI into income | (4) | (4) | |||||||
Preferred Stock dividend (in shares) | 1,082,877 | ||||||||
Share repurchases (in shares) | (541,316) | ||||||||
Share repurchases | (12) | (12) | |||||||
Profit sharing plan contributions (in shares) | 631,194 | ||||||||
Profit sharing plan contributions | 14 | 14 | |||||||
Share-based compensation and other, net (in shares) | 636,233 | ||||||||
Share-based compensation and other, net | 9 | 9 | |||||||
Ending balance (in shares) at Mar. 31, 2023 | 4,000,000 | 235,212,900 | |||||||
Ending balance at Mar. 31, 2023 | 2,165 | $ 0 | $ 0 | 2,569 | (138) | (266) | |||
Beginning balance (in shares) at Dec. 31, 2022 | 4,000,000 | 233,403,912 | |||||||
Beginning balance at Dec. 31, 2022 | 2,127 | $ 0 | $ 0 | 2,558 | (164) | (267) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 128 | ||||||||
Fair value change - derivatives | 7 | ||||||||
Foreign currency translation adjustment | (22) | ||||||||
Preferred Stock dividend (in shares) | 935,285 | ||||||||
Ending balance (in shares) at Sep. 30, 2023 | 4,000,000 | 235,146,035 | |||||||
Ending balance at Sep. 30, 2023 | 2,232 | $ 0 | $ 0 | 2,562 | (36) | (294) | |||
Beginning balance (in shares) at Mar. 31, 2023 | 4,000,000 | 235,212,900 | |||||||
Beginning balance at Mar. 31, 2023 | 2,165 | $ 0 | $ 0 | 2,569 | (138) | (266) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 48 | 48 | |||||||
Fair value change - derivatives | 15 | 15 | |||||||
Foreign currency translation adjustment | 27 | 27 | |||||||
Gain on dedesignated derivatives amortized from AOCI into income | (4) | (4) | |||||||
Preferred Stock dividend (in shares) | 436,992 | ||||||||
Share repurchases (in shares) | (428,688) | ||||||||
Share repurchases | (11) | (11) | |||||||
Share-based compensation and other, net (in shares) | 49,201 | ||||||||
Share-based compensation and other, net | 7 | 7 | |||||||
Ending balance (in shares) at Jun. 30, 2023 | 4,000,000 | 235,270,405 | |||||||
Ending balance at Jun. 30, 2023 | 2,247 | $ 0 | $ 0 | 2,565 | (90) | (228) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 54 | 54 | |||||||
Fair value change - derivatives | 1 | 1 | |||||||
Foreign currency translation adjustment | (63) | (63) | |||||||
Gain on dedesignated derivatives amortized from AOCI into income | (4) | (4) | |||||||
Preferred Stock dividend (in shares) | 413,135 | ||||||||
Share repurchases (in shares) | (656,489) | ||||||||
Share repurchases | (18) | (18) | |||||||
Share-based compensation and other, net (in shares) | 532,119 | ||||||||
Share-based compensation and other, net | 15 | 15 | |||||||
Ending balance (in shares) at Sep. 30, 2023 | 4,000,000 | 235,146,035 | |||||||
Ending balance at Sep. 30, 2023 | $ 2,232 | $ 0 | $ 0 | $ 2,562 | $ (36) | $ (294) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 128 | $ 51 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 59 | 60 |
Amortization | 167 | 165 |
Restructuring charges, net of cash paid | 17 | 12 |
Deferred taxes | 5 | (9) |
Share-based compensation expense | 19 | 14 |
Profit-sharing expense | 14 | 10 |
Non-cash lease expense | 55 | 49 |
Net periodic pension benefit | (9) | (32) |
(Gain) loss on extinguishment of debt, net | 3 | (5) |
Other, net | 3 | 13 |
Pension contributions | (3) | (27) |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | 23 | (104) |
Contract assets | (78) | (134) |
Inventories | 2 | (25) |
Prepaid expenses and other current assets | (62) | (25) |
Accounts payable | (47) | 68 |
Accrued liabilities and income taxes payable | (27) | (6) |
Contract liabilities | 9 | 46 |
Other assets and liabilities | (61) | (39) |
Net cash provided by operating activities | 217 | 82 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | (57) | (2,881) |
Purchases of property and equipment | (64) | (60) |
Proceeds from sales of property and equipment | 13 | 10 |
Net cash used in investing activities | (108) | (2,931) |
Cash flows from financing activities: | ||
Proceeds from long-term borrowings | 0 | 1,104 |
Payments on long-term borrowings | (206) | (33) |
Repurchases of long-term borrowings | 0 | (30) |
Payments of debt issuance costs | 0 | (25) |
Repurchases of common stock | (41) | (33) |
Proceeds from equity issuances | 0 | 797 |
Payments of acquisition-related consideration | (4) | (6) |
Restricted shares tendered for taxes | (2) | (1) |
Net cash (used in) provided by financing activities | (253) | 1,773 |
Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash | (1) | (17) |
Net decrease in cash, cash equivalents, and restricted cash | (145) | (1,093) |
Cash, cash equivalents, and restricted cash, beginning of period | 607 | 1,491 |
Cash, cash equivalents, and restricted cash, end of period | 462 | 398 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 119 | 81 |
Cash paid for income taxes, net of refunds | 70 | 24 |
Accrued consideration issued in business combinations | 5 | 1 |
Shares of common stock issued to profit sharing plan | $ 14 | $ 13 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 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, 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. 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, 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. 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 other current assets in the condensed consolidated balance sheets. Restricted cash reflects collateral against certain bank guarantees. Investments The Company holds investments in joint ventures, the majority of which are accounted for under the equity method of accounting as the Company does not exercise control over the joint ventures. The Company exercises control over one joint venture that is consolidated into the Company's financial statements and the results for that joint venture for the three and nine months ended September 30, 2023 were immaterial. The Company’s share of earnings from the non-consolidated joint ventures was $1 and $2 during the three months ended September 30, 2023 and 2022, respectively, and $5 and $3 during the nine months ended September 30, 2023 and 2022, respectively. The earnings are recorded within investment income and other, net in the condensed consolidated statements of operations. The investment balances were $6 and $4 as of September 30, 2023 and December 31, 2022, respectively, and are recorded within other assets in the condensed consolidated balance sheets. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS See the discussion below for information pertaining to the effects of recent accounting pronouncements as updated from the discussion in the Company’s 2022 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed on March 1, 2023. In August 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-05, Business Combinations— Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement , which requires that a joint venture apply a new basis of accounting upon formation. As a result, a newly formed joint venture would initially measure its assets and liabilities at fair value. ASU 2023-05 is effective for joint ventures with a formation date on or after January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements, but does not expect the impact to be material. In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification. This update will improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB codification with the SEC’s regulations. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements, but does not expect the impact to be material. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | BUSINESS COMBINATIONS The Company 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, 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. 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 The Company completed an acquisition included within the Safety Services segment on June 30, 2023 ("Acquisition A23"). Consideration for Acquisition A23 included cash paid at closing of $30, cash deposited into escrow for future deferred payments of $5, and accrued consideration of $3. The results of operations of this acquisition are included in the Company’s condensed consolidated statements of operations from the date of acquisition. During the nine months ended September 30, 2023, the Company completed four individually immaterial acquisitions for aggregate consideration transferred of $24, made up of cash paid at closing of $22 and accrued consideration of $2. The results of operations of these acquisitions are included in the Company’s condensed consolidated statement of operations from their respective dates of acquisition and were not material. The Company has not finalized its accounting for the acquisitions and will make appropriate adjustments to the purchase price allocation prior to completion of the measurement periods, as required. Based on preliminary estimates, the total amount of goodwill from acquisitions expected to be deductible for tax purposes is $38. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the dates of acquisition: Acquisition A23 Other 2023 acquisitions Cash paid at closing $ 30 $ 22 Cash deposited into escrow 5 — Accrued consideration 3 2 Total net consideration $ 38 $ 24 Accounts receivable $ 8 $ — Contract assets 1 — Intangible assets 13 5 Goodwill 20 19 Accounts payable (1) — Contract liabilities (3) — Net assets acquired $ 38 $ 24 2022 Chubb Acquisition 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 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 following table summarizes the 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 Accounts receivable 426 Inventories 68 Contract assets 183 Other current assets 25 Property and equipment 73 Operating lease right of use assets 146 Pension and post-retirement assets 626 Other noncurrent assets 8 Intangible assets 1,200 Goodwill 1,367 Accounts payable (192) Contract liabilities (162) Accrued expenses (255) Finance and operating lease liabilities (148) Pension and post-retirement obligations (56) Deferred tax liabilities (383) Other noncurrent liabilities (93) Net assets acquired $ 2,893 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 one one one The total contingent compensation arrangement liability was $7 and $19 at September 30, 2023, and December 31, 2022, respectively. The maximum payout of these arrangements upon completion of the future performance periods was $15 and $25, inclusive of the $7 and $19, accrued as of September 30, 2023, and December 31, 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 8 - "Fair Value of Financial Instruments." The total liability for deferred payments was $14 and $9 at September 30, 2023 and December 31, 2022, respectively, and is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented. |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held For Sale | ASSETS HELD FOR SALE During the three months ended September 30, 2023, the Company determined its intent to sell an infrastructure/utility operating company in its Specialty Services segment (the "Operating Company"), and classified the net book value of the Operating Company as held for sale in the condensed consolidated balance sheets. As of September 30, 2023, the Operating Company remains classified as held for sale. Pursuant to the authoritative literature, the Company evaluated the recoverability of the carrying value of the assets and liabilities held for sale. During the three months ended September 30, 2023, the Company recorded an impairment charge of $13 in selling, general, and administrative expenses in the condensed consolidated statements of operations related to impairment of goodwill, intangible assets, and other assets. The following table presents information related to the major classes of assets recorded in prepaid expenses and other current assets and liabilities recorded in other accrued liabilities that were classified as held for sale in the condensed consolidated balance sheets: September 30, 2023 Accounts receivable $ 14 Inventories 2 Contract assets 6 Property and equipment, net 27 Operating lease right of use assets 2 Accounts payable (8) Other current liabilities (3) Noncurrent operating and finance leases (3) Total assets and liabilities held for sale $ 37 On October 3, 2023, the Company entered into a definitive agreement to sell the Operating Company for $37. The sale is expected to close before December 31, 2023. |
RESTRUCTURING
RESTRUCTURING | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING During 2022, the Company announced its multi-year Chubb restructuring program designed to drive efficiencies and synergies and optimize operating margin. The Chubb restructuring program includes expenses related to workforce reductions, lease termination costs, and other facility rationalization costs through fiscal year 2024. During the nine months ended September 30, 2023, the Company incurred pre-tax restructuring costs within the Safety Services segment of $21 in connection with the Chubb restructuring program. Since the Chubb Acquisition, the Company has incurred aggregate restructuring costs of $51. As of September 30, 2023, the Company had $23 in restructuring liabilities recorded in other accrued liabilities on the condensed consolidated balance sheets for this plan. In total, the Company estimates that it will recognize approximately $105 of restructuring costs related to the Chubb restructuring program by the end of fiscal year 2024. For the restructuring program, employee-related costs consist of termination benefits provided to employees who have been involuntarily terminated and voluntary early retirement benefits. Program related costs include costs incurred as a direct result of the restructuring program such as consulting fees and facility relocation costs. The following table summarizes the Company's restructuring program for the nine months ended September 30, 2023 and 2022: Employee termination benefits Program related costs Asset write-downs Total December 31, 2022 $ 22 $ — $ — $ 22 Charges 21 1 4 26 Payments (18) — — (18) Reversals (1) — — (1) Currency translation adjustment (1) — — (1) September 30, 2023 $ 23 $ 1 $ 4 $ 28 Employee termination benefits Program related costs Asset write-downs Total December 31, 2021 $ — $ — $ — $ — Charges 18 — — 18 Payments (6) — — (6) Currency translation adjustment (1) — — (1) September 30, 2022 $ 11 $ — $ — $ 11 |
NET REVENUES
NET REVENUES | 9 Months Ended |
Sep. 30, 2023 | |
Revenues [Abstract] | |
Net Revenues | NET REVENUES 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 service contracts related to monitoring, maintenance, and inspection of safety systems. The Company disaggregates its net revenues primarily by segment, service type, and country from which revenues are invoiced, as the nature, timing, and uncertainty of cash flows are relatively consistent within each of these categories. The following tables provide disclosure of disaggregated net revenues by segment for the three and nine months ended September 30, 2023, and 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 amounts in this table have been recast to reflect the current period presentation. Disaggregated net revenues information is as follows: Three Months Ended September 30, 2023 Safety Specialty Consolidated Life Safety $ 1,084 $ — $ 1,084 Heating, Ventilation, and Air Conditioning ("HVAC") 133 — 133 Infrastructure/Utility — 360 360 Fabrication — 42 42 Specialty Contracting — 167 167 Corporate and Eliminations — — (2) Net revenues $ 1,217 $ 569 $ 1,784 Three Months Ended September 30, 2022 Safety Specialty Consolidated Life Safety $ 1,021 $ — $ 1,021 HVAC 133 — 133 Infrastructure/Utility — 341 341 Fabrication — 87 87 Specialty Contracting — 162 162 Corporate and Eliminations — — (9) Net revenues $ 1,154 $ 590 $ 1,735 Nine Months Ended September 30, 2023 Safety Specialty Consolidated Life Safety $ 3,250 $ — $ 3,250 HVAC 383 — 383 Infrastructure/Utility — 907 907 Fabrication — 155 155 Specialty Contracting — 492 492 Corporate and Eliminations — — (18) Net revenues $ 3,633 $ 1,554 $ 5,169 Nine Months Ended September 30, 2022 Safety Specialty Consolidated Life Safety $ 3,003 $ — $ 3,003 HVAC 371 — 371 Infrastructure/Utility — 849 849 Fabrication — 194 194 Specialty Contracting — 477 477 Corporate and Eliminations — — (39) Net revenues $ 3,374 $ 1,520 $ 4,855 Three Months Ended September 30, 2023 Safety Specialty Corporate and Consolidated United States $ 595 $ 559 $ (2) $ 1,152 France 140 — — 140 Other 482 10 — 492 Net revenues $ 1,217 $ 569 $ (2) $ 1,784 Three Months Ended September 30, 2022 Safety Specialty Corporate and Consolidated United States $ 568 $ 565 $ (9) $ 1,124 France 125 — — 125 Other 461 25 — 486 Net revenues $ 1,154 $ 590 $ (9) $ 1,735 Nine Months Ended September 30, 2023 Safety Specialty Corporate and Consolidated United States $ 1,738 $ 1,525 $ (18) $ 3,245 France 446 — — 446 Other 1,449 29 — 1,478 Net revenues $ 3,633 $ 1,554 $ (18) $ 5,169 Nine Months Ended September 30, 2022 Safety Specialty Corporate and Consolidated United States $ 1,576 $ 1,481 $ (39) $ 3,018 France 417 — — 417 Other 1,381 39 — 1,420 Net revenues $ 3,374 $ 1,520 $ (39) $ 4,855 For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at September 30, 2023 was $2,732. The Company expects to recognize revenue on approximately 87% of the remaining performance obligations over the next twelve months. Contract assets and liabilities Contract assets and contract liabilities are classified as current in the condensed consolidated balance sheets as all amounts are expected to be relieved within one year. The balances of accounts receivable, net of allowances, contract assets, and contract liabilities from contracts with customers as of September 30, 2023 and December 31, 2022 are as follows: Accounts Contract Contract Balance at September 30, 2023 $ 1,280 $ 530 $ 474 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 September 30, 2023 and December 31, 2022, retentions receivable were $159 and $150, respectively, while the portions that may not be received within one year were $27 and $35, respectively. |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | GOODWILL AND INTANGIBLES Goodwill The following table provides disclosure of goodwill by segment as of September 30, 2023 and December 31, 2022. The changes in the carrying amount of goodwill by reportable segment for the nine months ended September 30, 2023 are as follows: Safety Specialty Total Goodwill as of December 31, 2022 $ 2,201 $ 181 $ 2,382 Acquisitions 39 — 39 Impairment of goodwill (1) — (4) (4) Foreign currency translation (13) — (13) Goodwill as of September 30, 2023 $ 2,227 $ 177 $ 2,404 (1) During the three months ended September 30, 2023, the Company determined its intent to sell the Operating Company (see Note 4 – “Assets Held for Sale”). Pursuant to the authoritative literature, the Company evaluated the recoverability of the carrying value of the assets and liabilities held for sale and recorded a goodwill impairment charge of $4. Intangibles The Company’s identifiable intangible assets are comprised of the following as of September 30, 2023 and December 31, 2022: September 30, 2023 Weighted Average Remaining Gross Accumulated Net Carrying Amortized intangibles: Contractual backlog 0.3 $ 154 $ (146) $ 8 Customer relationships 9.5 1,513 (477) 1,036 Trade names and trademarks 12.4 702 (122) 580 Total $ 2,369 $ (745) $ 1,624 December 31, 2022 Weighted Average Remaining Gross Accumulated Net Carrying 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 Amortization expense recognized on identifiable intangible assets is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of revenues $ 7 $ 15 $ 20 $ 22 Selling, general, and administrative expenses 49 36 147 143 Total intangible asset amortization expense $ 56 $ 51 $ 167 $ 165 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Fair Value of Financial Instruments | 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 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 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 obligations are primarily included in contingent consideration and compensation liabilities. The following tables summarize the fair values and levels within the fair value hierarchy in which the measurements fall for assets and liabilities measured on a recurring basis as of September 30, 2023 and December 31, 2022: Fair Value Measurements at September 30, 2023 Financial assets: Level 1 Level 2 Level 3 Total Derivatives designated as hedge instruments Cash flow hedges - interest rate swaps $ — $ 36 $ — $ 36 Cash flow hedges - cross currency contracts — 15 — 15 Cash flow hedges - foreign currency forward contracts — — — — Net investment hedges - cross currency contracts — 27 — 27 Fair value hedges - cross currency contracts — 47 — 47 Derivatives not designated as hedge instruments Foreign currency forward contracts — 1 — 1 Total $ — $ 126 $ — $ 126 Financial liabilities: Derivatives not designated as hedge instruments Foreign currency forward contracts — (1) — (1) Contingent consideration obligations — — (6) (6) Total $ — $ (1) $ (6) $ (7) 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 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: Nine Months Ended, Balance as of December 31, 2022 $ 4 Issuances 3 Settlements (1) Adjustments to fair value — Balance as of September 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 September 30, 2023, the remaining open contingent consideration arrangements are set to expire at various dates through 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 nine months ended September 30, 2023. Fair value estimates The following table presents the carrying amount and fair value of the Company’s term loans and senior notes (instruments defined in Note 11 – “Debt”), including current portions and excluding unamortized debt issuance costs. The fair values are estimated by discounting future cash flows at current interest rates for borrowing arrangements with similar terms and conditions. The inputs used to calculated fair value are considered to be Level 2 inputs under the fair value hierarchy. During the first quarter of 2023, the Company repaid an aggregate amount of $200, $100 to each of the 2019 Term Loan and 2021 Term Loan. September 30, 2023 December 31, 2022 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 337 285 337 284 4.750% Senior Notes 277 242 277 243 See Note 19 - "Subsequent Events” for a discussion of the October 2023 repricing of the 2019 Term Loan and 2021 Term Loan, extension of the 2019 Term Loan, and partial repayment of the 2019 Term Loan. |
DERIVATIVES
DERIVATIVES | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | DERIVATIVES The Company uses foreign currency forward contracts, cross-currency swaps, and interest rate swap agreements to manage risks associated with foreign currency exchange rates, net investments in foreign operations, and interest rates. 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 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 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, cross currency swaps, and interest rate swap agreements. The Company monitors its exposure to credit risk by using credit approvals and credit limits and by selecting major global banks and financial institutions as counterparties. The Company 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 September 30, 2023. The following table presents the fair value of derivative instruments: September 30, 2023 December 31, 2022 Outstanding Gross Other Assets Other Outstanding Gross Other Assets Other Derivatives designated as hedging instruments: Cash flow hedges: Interest rate swaps $ 1,120 $ 36 $ — $ 1,120 $ 14 $ — Cross currency contracts 120 15 — 120 17 — Foreign currency forward contracts 2 — — — — — Fair value hedges: Cross currency contracts 721 47 — 721 50 — Net investment hedges: Cross currency contracts 230 27 — 230 32 — Total derivatives designated as hedging instruments 2,193 125 — 2,191 113 — Derivatives not designated as hedging instruments: Foreign currency forward contracts 103 1 (1) 118 — — Total derivatives not designated as hedging instruments 103 1 (1) 118 — — Total derivatives $ 2,296 $ 126 $ (1) $ 2,309 $ 113 $ — The following table presents the after tax effect of derivatives on the condensed consolidated statements of operations: Amount of income (expense) recognized in income Derivatives Location of income (expense) Three Months Ended September 30, 2023 2022 Cash flow hedging relationships: Interest rate swaps Interest expense, net $ 8 $ 1 Cross currency contracts Investment income and other, net 3 7 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 49 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 — 2 Amount of income (expense) recognized in income Derivatives Location of income (expense) Nine Months Ended September 30, 2023 2022 Cash flow hedging relationships: Interest rate swaps Interest expense, net $ 23 $ (3) Cross currency contracts Investment income and other, net 1 15 Cross currency contracts Interest expense, net 2 2 Foreign currency forward contracts Investment income and other, net — — Fair value hedging relationships: Cross currency contracts Investment income and other, net 1 92 Cross currency contracts Interest expense, net 2 3 Net investment hedging relationships: Cross currency contracts Interest expense, net 3 3 Not designated as hedging instruments: Foreign currency forward contracts Investment income and other, net — 5 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 for both the three months ended September 30, 2023 and 2022, and $0 and $(2) for the nine months ended September 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) Location of gain (loss) reclassified from Amount of gain (loss) Three Months Ended September 30, Three Months Ended September 30, Derivatives 2023 2022 2023 2022 Cash flow hedging relationships: Interest rate swaps $ 8 $ 35 Interest expense, net $ 4 $ 1 Cross currency contracts (2) — Investment income and other, net 3 7 Forward currency forward contracts — — Investment income and other, net — — Fair value hedging relationships: Cross currency contracts (7) 6 Investment income and other, net 23 51 Net investment hedging relationships: Cross currency contracts 2 10 Interest expense, net (1) (1) Amount of gain (loss) Location of gain (loss) reclassified from Amount of gain (loss) Nine Months Ended September 30, Nine Months Ended September 30, Derivatives 2023 2022 2023 2022 Cash flow hedging relationships: Interest rate swaps $ 16 $ 54 Interest expense, net $ 12 $ 1 Cross currency contracts (3) 3 Investment income and other, net 1 15 Forward currency forward contracts — — Investment income and other, net — — Fair value hedging relationships: Cross currency contracts (3) 1 Investment income and other, net 1 94 Net investment hedging relationships: Cross currency contracts (3) 25 Interest expense, net — (1) 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. The Company uses interest rate swap contracts to separate interest rate risk management from the debt funding decision. The Company elected a method that does not require continuous evaluation of hedge effectiveness. During 2022, the Company terminated the previously outstanding $720 notional amount interest rate swap with a maturity date in October 2024 ("2024 Interest Rate Swap"). The present value as of the date of termination of the 2024 Interest Rate Swap is recorded in AOCI on the condensed consolidated balance sheets. The fair value previously recognized in AOCI related to interest rate movements of the 2024 Interest Rate Swap is being amortized to interest expense on a straight-line basis through October 2024. As of September 30, 2023, approximately $18 of unrealized pre-tax gains remained in AOCI. During 2022, the Company entered into an aggregate $720 notional amount interest rate swap ("2026 Interest Rate Swap"), as amended on May 19, 2023 in connection with the transition to the Secured Overnight Financing Rate ("SOFR"). Refer to Note 11 - "Debt" for additional information. The 2026 Interest Rate Swap exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.59% over the term of the agreement, which matures in October 2026. 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 transition to SOFR. Refer to Note 11 - "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. As of September 30, 2023, the Company had $1,120 notional amount outstanding in swap agreements, which includes the aggregate $400 notional 2028 Interest Rate Swap, and the $720 notional 2026 Interest Rate Swap. The Company has designated these swaps as cash flow hedges of the interest rate risk attributable to forecasted variable interest (SOFR) payments for its SOFR based term loans of $2,012. As of September 30, 2023, the weighted average fixed rate of interest on these swaps was approximately 3.52%. Variations in the assets and liability balances are primarily driven by changes in the applicable forward yield curves related to SOFR. Cross-currency swaps The Company enters into cross-currency exchange contracts utilized to hedge against the effect of exchange rate fluctuations on cash flows denominated in foreign currencies and to hedge exposures of certain intercompany loans subject to changes in foreign currency exchange rates. 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. Foreign currency forward contracts The Company utilizes foreign currency forward contracts to hedge the effect of foreign currency exchange rate fluctuations on forecasted foreign currency transactions, including inventory purchases and intercompany charges and other payments. These forward contracts are designated as cash flow hedges. The changes in fair value of these contracts are recorded in other comprehensive income until the hedged items affect earnings, at which time the hedge gain or loss is reclassified into current earnings. 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. Fair value hedges The Company has certain intercompany loans subject to changes in foreign currency exchange rates. To hedge these exposures, during 2022, the Company entered into three 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 the net investment hedge are offset by gains and losses on the underlying foreign currency exposure and are included in AOCI in the condensed consolidated balance sheets. During 2021, the Company amended the critical terms of the foreign currency swap by extending the maturity date 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 of 2029. Foreign currency contracts The Company uses foreign currency forward 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. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | PROPERTY AND EQUIPMENT, NET The components of property and equipment as of September 30, 2023, and December 31, 2022 are as follows: Estimated September 30, December 31, Land N/A $ 26 $ 30 Building 39 83 98 Machinery and equipment 1-20 268 313 Autos and trucks 4-10 112 116 Office equipment 5-7 86 35 Leasehold improvements 1-15 33 33 Total cost 608 625 Accumulated depreciation (231) (218) Property and equipment, net $ 377 $ 407 Depreciation expense related to property and equipment, including finance leases, was $21 and $22 during the three months ended September 30, 2023 and 2022, and $59 and $60 during the nine months ended September 30, 2023 and 2022, respectively. Depreciation expense is included within cost of revenues and selling, general, and administrative expenses in the condensed consolidated statements of operations. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Debt obligations consist of the following: Maturity Date September 30, December 31, Term loan facility 2019 Term Loan October 1, 2026 $ 1,027 $ 1,127 2021 Term Loan January 3, 2029 985 1,085 Revolving Credit Facility October 1, 2026 — — Senior notes 4.125% Senior Notes July 15, 2029 337 337 4.750% Senior Notes October 15, 2029 277 277 Other obligations 6 6 Total debt obligations 2,632 2,832 Less: unamortized deferred financing costs (34) (43) Total debt, net of deferred financing costs 2,598 2,789 Less: short-term and current portion of long-term debt (256) (206) Long-term debt, less current portion $ 2,342 $ 2,583 Term loan facility The Company amended its credit agreement during the second quarter of 2023, which provided for amended interest rates applicable to the Company's existing term loans 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 September 30, 2023, the Company had $1,027 of principal outstanding under the $1,200 term loan (the "2019 Term Loan") with a maturity date of October 1, 2026. During the nine months ended September 30, 2023, the Company made a payment of $100 on the 2019 Term Loan. The interest rate applicable to the 2019 Term Loan is, at the Company's option, either (a) a base rate plus an applicable margin equal to 1.50% 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 September 30, 2023, the Company had $985 of principal outstanding under the $1,100 term loan (the "2021 Term Loan") with a maturity date of January 3, 2029. During the nine months ended September 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) Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.75% plus a CSA. The interest rate applicable to borrowings under the $500 five-year senior secured revolving credit facility (the “Revolving Credit Facility”) is, at the Company’s option, either (1) a base rate plus an applicable margin equal to 1.25%, or (2) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.25% plus a CSA. See Note 19 - "Subsequent Events” for a discussion of the October 2023 repricing of the 2019 Term Loan and 2021 Term Loan, extension of the 2019 Term Loan, and partial repayment of the 2019 Term Loan. Swap activity In the three months ended September 30, 2023, the Company amended its existing interest rate swaps in connection with the transition to SOFR for the term loans. As of September 30, 2023, the Company had a four-year interest rate swap with respect to $720 of notional value, exchanging one-month SOFR for a fixed rate of 3.59% per annum, and a five-year interest rate swap, which started in the first quarter of 2023, exchanging one-month SOFR for a rate of 3.41%. Accordingly, the Company's fixed interest rate per annum on the first swapped $400 notional value of the term loans is 3.41% and the second swapped $720 notional value of the term loans is 3.59% through their maturity. The remaining $892 of the term loans balance will bear interest based on one-month SOFR plus CSA plus 250 basis points or SOFR plus CSA plus 275 basis points, but the rate will fluctuate as SOFR fluctuates. Refer to Note 9 - "Derivatives" for additional information. As of September 30, 2023 and December 31, 2022, the Company had no amounts outstanding under the Revolving Credit Facility, and $484 and $446 was available at September 30, 2023 and December 31, 2022, respectively, after giving effect to $16 and $54 of outstanding letters of credit, respectively. As of September 30, 2023 and December 31, 2022, the Company was in compliance with all applicable debt covenants. 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 repurchased $13 of the 4.125% Senior Notes in September 2022 and the balance as of September 30, 2023 was $337. 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 4.750% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company's subsidiaries. The Company repurchased $23 of the 4.750% Senior Notes in September 2022 and the balance as of September 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 September 30, 2023, and December 31, 2022. Other obligations As of each of September 30, 2023 and December 31, 2022, the Company had $6 in notes outstanding for working capital purposes and the acquisition of equipment and vehicles. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company’s quarterly income tax provision is measured using an estimate of its consolidated annual effective tax rate, adjusted in the current period for discrete income tax items, within the periods presented. The comparison of the Company’s income tax provision between periods may be impacted by the level and mix of earnings and losses by tax jurisdiction, foreign income tax rate differentials, and discrete items. The Company’s effective tax rate was 25.5% and 40.5% for the three months ended September 30, 2023 and 2022, and 31.3% and 24.2% for the nine months ended September 30, 2023, and 2022, respectively. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0% for the three and nine months ended September 30, 2023 and 2022 is due to nondeductible permanent items, state taxes, taxes on foreign earnings in jurisdictions that have higher tax rates, and the reversal of the Company’s indefinite reinvestment assertion. As of September 30, 2023, the Company’s deferred tax assets included a valuation allowance of $105 primarily related to certain net operating loss, capital loss, and tax credit carryforwards of the Company’s foreign subsidiaries. The factors used to assess the likelihood of realization were the past performance of the related entities, forecasts of future taxable income, future reversals of existing taxable temporary differences, and available tax planning strategies that could be implemented to realize the deferred tax assets. The ability or failure to achieve the forecasted taxable income in these entities could affect the ultimate realization of deferred tax assets. As of September 30, 2023, the Company had gross federal, state, and foreign net operating loss carryforwards of approximately $0, $21, and $104, respectively. The state net operating losses have carryforward periods of five years and begin to expire in 2027. The foreign net operating losses 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 noncurrent liabilities in the condensed consolidated balance sheets and recognizes interest and penalties accrued related to unrecognized tax benefits in the provision for income taxes in the condensed consolidated statements of operations. As of September 30, 2023, and December 31, 2022, the total gross unrecognized tax benefits were $6 and $8, respectively. The Company had accrued gross interest and penalties as of each of September 30, 2023 and December 31, 2022 of $2. During the three and nine months ended September 30, 2023 and 2022, the Company did not recognize net interest expense. If all of the Company’s unrecognized tax benefits as of September 30, 2023, were recognized, $8 would impact the Company’s effective tax rate. The Company does not expect any unrecognized tax benefits to expire in the next twelve months. The Company files income tax returns in the U.S. federal jurisdiction, and various state, local, and foreign jurisdictions. As of September 30, 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, including an ongoing IRS exam related to the 2019 final S Corporation return. No adjustments have been proposed and the Company does not expect the results of the audits to have a material impact on the Interim Statements. On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022, which includes changes to the U.S. corporate income tax system, including a 15% minimum tax based on “adjusted financial statement income” for certain large corporations which is effective for taxable years beginning after December 31, 2022, and a 1% excise tax on share repurchases after December 31, 2022. While these tax law changes are not expected to have a material adverse effect on the 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 rate. The Company will continue to evaluate the impact of the Inflation Reduction Act as further information becomes available. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 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. During the second quarter of 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 September 30, 2023 2022 Service cost $ 1 $ 3 Interest cost 16 7 Expected return on plan assets (19) (18) Net periodic pension benefit $ (2) $ (8) Nine Months Ended September 30, 2023 2022 Service cost $ 3 $ 9 Interest cost 47 24 Expected return on plan assets (56) (56) Net periodic pension benefit $ (6) $ (23) Multiemployer pension plans Certain subsidiaries 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 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, the number of ongoing projects, and the need for union resources in connection with those projects. Total consolidated contributions to multiemployer plans were $25 and $26 during the three months ended September 30, 2023 and 2022, respectively, and $75 and $77 during the nine months ended September 30, 2023 and 2022, respectively. Profit sharing plans The Company has a trustee-administered profit-sharing retirement plan covering substantially all of the Company's employees in the U.S. not covered by collective bargaining agreements and a profit sharing plan for employees in Canada (collectively, “Profit Sharing Plans”). The Profit-Sharing Plans provide for annual discretionary contributions in amounts based on a performance grid as determined by the Company’s directors, which may be settled in shares of the Company's common stock or in cash. In connection with these plans, the Company recognized $4 and $4 in expense during the three months ended September 30, 2023 and 2022, respectively, and $14 and $10 in expense during the nine months ended September 30, 2023 and 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 ten thousand dollars of common stock in a year under the ESPP. The Company recognized $1 of expense during each of the three months ended September 30, 2023 and 2022 and $4 and $3 of expense during the nine months ended September 30, 2023 and 2022, respectively. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | RELATED-PARTY TRANSACTIONS The Company incurred advisory fees of $1 during each of the three months ended September 30, 2023 and 2022 and $3 during each of the nine months ended September 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. During 2022, the Company issued and sold 800,000 shares of the Company’s 5.5% Series B Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”) for an aggregate purchase price of $800. 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 103,283 and 184,754 shares of common stock on the Series B Preferred Stock held by the Viking Purchasers during the three months ended September 30, 2023, and 2022, respectively. The Company declared dividends of 337,103 and 486,234 shares of common stock on the Series B Preferred Stock held by the Viking Purchasers during the nine months ended September 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 $1 and $3 in net revenues for the three and nine months ended September 30, 2023, respectively. From time to time, the Company also enters other immaterial related-party transactions. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES The Company is involved in various litigation matters and is subject to claims from time to time from customers and various government entities. While it is not feasible to determine the outcome of any of these uncertainties, it is the opinion of management that their outcomes will not have a material adverse effect on the financial position, results of operations, or cash flows of the Company. Environmental obligations The Company's operations are subject to environmental regulation by various authorities. The Company has accrued for the costs of environmental remediation activities, including but not limited to, investigatory, remediation, operating and maintenance costs, and performance guarantees, and periodically reassess these amounts. Management believes that the likelihood of incurring losses materially in excess of the amounts accrued is remote. |
SHAREHOLDERS' EQUITY AND REDEEM
SHAREHOLDERS' EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Shareholders' Equity and Redeemable Convertible Preferred Stock | SHAREHOLDERS’ EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK Shareholders' equity Series A Preferred Stock The Company had 4,000,000 shares of Series A Preferred Stock issued and outstanding as of September 30, 2023 ("Series A Preferred Stock"). The Series A Preferred Stock will be automatically converted into shares of common stock on a one-for-one basis on 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 September 30, 2023, and 2022, the Company repurchased 656,489 and 738,572 shares of common stock for aggregate payments of approximately $18 and $11, respectively. During the nine months ended September 30, 2023 and 2022, the Company repurchased 1,626,493 and 1,951,332 shares of common stock for approximately $41 and $33, respectively. As of September 30, 2023, the Company had approximately $166 of authorized repurchases remaining under the SRP. Redeemable Convertible Preferred Stock Series B Preferred Stock During 2022, the Company authorized, issued, and sold, for an aggregate purchase price of $800, 800,000 shares of the Company’s 5.5% Series B Preferred Stock, par value $0.0001 per share. 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 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 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARENet 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 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 EPS using the two-class method. The dilutive effect of outstanding Series A Preferred Stock, Series B Preferred Stock, the Series A Preferred Stock dividend, and the Series B Preferred Stock dividend is reflected in diluted EPS using the if-converted method and options, restricted shares, 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 in millions, except share and per share amounts.) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic earnings per common share: Net income $ 54 $ 28 $ 128 $ 51 Less income allocable to Series A Preferred Stock (4) (2) (10) (2) Less income allocable to Series B Preferred Stock (4) (2) (10) (2) Less stock dividend attributable to Series B Preferred Stock (11) (11) (33) (33) Net income attributable to common shareholders $ 35 $ 13 $ 75 $ 14 Weighted average shares outstanding - basic 235,418,566 233,605,429 234,996,055 232,982,467 Income per common share - basic $ 0.15 $ 0.06 $ 0.32 $ 0.06 Diluted earnings per common share: Net income $ 54 $ 28 $ 128 $ 51 Less income allocable to Series A Preferred Stock (4) (2) (10) (2) Less stock dividend attributable to Series B Preferred Stock (11) (11) (33) (33) Net income attributable to common shareholders - diluted $ 39 $ 15 $ 85 $ 16 Weighted average shares outstanding - basic 235,418,566 233,605,429 234,996,055 232,982,467 Dilutive securities: (1) Restricted stock units, warrants, and stock options 420,465 336,325 308,745 357,350 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) 1,679,291 — 1,099,296 — Weighted average shares outstanding - diluted 270,038,322 266,461,754 268,924,096 265,859,817 Income per common share - diluted $ 0.15 $ 0.06 $ 0.32 $ 0.06 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. For the three and nine months ended September 30, 2023, dilutive securities include common share equivalents which represent the annual dividend, payable in the form of common shares or cash at the Company's sole option, that Series A Preferred Shares would be entitled to receive assuming that the volume weighted average price of the Company’s common shares for the last ten trading days of the period would be the same average price during the last ten trading days of the calendar year. The holders of the Series A Preferred Stock are entitled to receive an annual dividend based on the increase in the market price of the Company’s common stock (the "Annual Dividend Amount"). 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 2023, the Annual Dividend Amount was calculated based on the appreciation of the Company’s share price over the highest previously used share price of $24.3968. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The Company manages its operations under two operating segments which represent the Company’s two reportable segments: Safety Services and Specialty Services. This structure is generally focused on various businesses related to contracting services and maintenance of industrial and commercial facilities. Both reportable segments derive their revenues from installation, inspection, maintenance, service and repair, retrofitting and upgrading, engineering and design, distribution, fabrication, and various types of other services in over 20 countries. The Safety Services segment focuses on end-to-end integrated occupancy systems (fire protection 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, industrial and special-hazard settings. The Specialty Services segment provides a variety of infrastructure services and specialized industrial plant services, which include maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer, and telecommunications infrastructure. 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 1 – “Basis of Presentation and Significant Accounting Policies.” All intercompany transactions and balances are eliminated in consolidation. Intercompany revenues and costs between entities within a reportable segment are eliminated to arrive at segment totals and eliminations between segments are separately presented. Corporate results include amounts related to corporate functions such as administrative costs, professional fees, acquisition-related transaction costs (exclusive of acquisition integration costs, which are included within the segment results of the acquired businesses), and other discrete items. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is the measure of profitability used by management to manage its segments and, accordingly, in its segment reporting. As appropriate, the Company supplements the reporting of consolidated financial information determined in accordance with U.S. GAAP with certain non-U.S. GAAP financial measures, including EBITDA. The Company believes these non-U.S. GAAP measures provide meaningful information and help investors understand the Company’s financial results and assess its prospects for future performance. The Company uses EBITDA to evaluate its performance, both internally and as compared with its peers because it excludes certain items that may not be indicative of the Company’s core operating results for its reportable segments. Segment EBITDA is calculated in a manner consistent with consolidated EBITDA. Summarized financial information for the Company’s reportable segments is presented and reconciled to consolidated financial information in the following tables, including a reconciliation of consolidated operating income (loss) to EBITDA: Three Months Ended September 30, 2023 Safety Specialty Corporate and Consolidated Net revenues $ 1,217 $ 569 $ (2) $ 1,784 EBITDA Reconciliation Operating income (loss) $ 98 $ 43 $ (37) $ 104 Plus: Investment income and other, net 2 1 1 4 Non-service pension benefit 3 — — 3 Depreciation 8 13 — 21 Amortization 42 13 1 56 EBITDA $ 153 $ 70 $ (35) $ 188 Total assets $ 5,983 $ 1,315 $ 651 $ 7,949 Capital expenditures 5 10 3 18 Three Months Ended September 30, 2022 Safety Specialty Corporate and Consolidated Net revenues $ 1,154 $ 590 $ (9) $ 1,735 EBITDA Reconciliation Operating income (loss) $ 60 $ 45 $ (44) $ 61 Plus: Investment income and other, net 1 2 — 3 Non-service pension benefit 10 — — 10 Gain on extinguishment of debt, net — — 5 5 Depreciation 8 12 2 22 Amortization 37 14 — 51 EBITDA $ 116 $ 73 $ (37) $ 152 Total assets $ 5,879 $ 1,357 $ 705 $ 7,941 Capital expenditures 5 16 5 26 Nine Months Ended September 30, 2023 Safety Specialty Corporate and Consolidated Net revenues $ 3,633 $ 1,554 $ (18) $ 5,169 EBITDA Reconciliation Operating income (loss) $ 292 $ 84 $ (92) $ 284 Plus: Investment income and other, net 2 6 1 9 Non-service pension benefit 9 — — 9 Loss on extinguishment of debt, net — — (3) (3) Depreciation 21 37 1 59 Amortization 125 39 3 167 EBITDA $ 449 $ 166 $ (90) $ 525 Total assets $ 5,983 $ 1,315 $ 651 $ 7,949 Capital expenditures 19 41 4 64 Nine Months Ended September 30, 2022 Safety Specialty Corporate and Consolidated Net revenues $ 3,374 $ 1,520 $ (39) $ 4,855 EBITDA Reconciliation Operating income (loss) $ 186 $ 70 $ (143) $ 113 Plus: Investment income and other, net 2 5 (2) 5 Non-service pension benefit 32 — — 32 Gain on extinguishment of debt, net — — 5 5 Depreciation 20 35 5 60 Amortization 120 43 2 165 EBITDA $ 360 $ 153 $ (133) $ 380 Total assets $ 5,879 $ 1,357 $ 705 $ 7,941 Capital expenditures 16 37 7 60 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On October 3, 2023, the Company entered into a definitive agreement to sell an infrastructure/utility operating company in its Specialty Services segment, for $37. The sale is expected to close before December 31, 2023. Refer to Note 4 - "Assets Held for Sale" for additional information. On October 11, 2023, the Company completed repricing of its 2019 Term Loan and 2021 Term Loan. The repricing reduces the applicable margin on all outstanding amounts by 25 basis points. Additionally, $422 of the 2019 Term Loan was extended to the 2021 Term Loan and assumed all the same terms as the repriced 2021 Term Loan. The Company made a repayment of $100 on the 2019 Term Loan concurrent with the close of this transaction. Following the repricing transaction, the Company has $505 outstanding on 2019 Term Loan and $1,407 outstanding on the 2021 Term Loan. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net income (loss) | $ 54 | $ 48 | $ 26 | $ 28 | $ 30 | $ (7) | $ 128 | $ 51 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of consolidation | 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, 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. 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, 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. |
Cash, cash equivalents, and restricted cash | 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 other current assets in the condensed consolidated balance sheets. Restricted cash reflects collateral against certain bank guarantees. |
Investments | Investments The Company holds investments in joint ventures, the majority of which are accounted for under the equity method of accounting as the Company does not exercise control over the joint ventures. The Company exercises control over one joint venture that is consolidated into the Company's financial statements and the results for that joint venture for the three and nine months ended September 30, 2023 were immaterial. The Company’s share of earnings from the non-consolidated joint ventures was $1 and $2 during the three months ended September 30, 2023 and 2022, respectively, and $5 and $3 during the nine months ended September 30, 2023 and 2022, respectively. The earnings are recorded within investment income and other, net in the condensed consolidated statements of operations. The investment balances were $6 and $4 as of September 30, 2023 and December 31, 2022, respectively, and are recorded within other assets in the condensed consolidated balance sheets. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Asset Acquisitions | The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the dates of acquisition: Acquisition A23 Other 2023 acquisitions Cash paid at closing $ 30 $ 22 Cash deposited into escrow 5 — Accrued consideration 3 2 Total net consideration $ 38 $ 24 Accounts receivable $ 8 $ — Contract assets 1 — Intangible assets 13 5 Goodwill 20 19 Accounts payable (1) — Contract liabilities (3) — Net assets acquired $ 38 $ 24 The following table summarizes the 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 Accounts receivable 426 Inventories 68 Contract assets 183 Other current assets 25 Property and equipment 73 Operating lease right of use assets 146 Pension and post-retirement assets 626 Other noncurrent assets 8 Intangible assets 1,200 Goodwill 1,367 Accounts payable (192) Contract liabilities (162) Accrued expenses (255) Finance and operating lease liabilities (148) Pension and post-retirement obligations (56) Deferred tax liabilities (383) Other noncurrent liabilities (93) Net assets acquired $ 2,893 |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Information Related to Major Classes of Assets Classified as Assets and Liabilities Held for Sale | The following table presents information related to the major classes of assets recorded in prepaid expenses and other current assets and liabilities recorded in other accrued liabilities that were classified as held for sale in the condensed consolidated balance sheets: September 30, 2023 Accounts receivable $ 14 Inventories 2 Contract assets 6 Property and equipment, net 27 Operating lease right of use assets 2 Accounts payable (8) Other current liabilities (3) Noncurrent operating and finance leases (3) Total assets and liabilities held for sale $ 37 |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Program | The following table summarizes the Company's restructuring program for the nine months ended September 30, 2023 and 2022: Employee termination benefits Program related costs Asset write-downs Total December 31, 2022 $ 22 $ — $ — $ 22 Charges 21 1 4 26 Payments (18) — — (18) Reversals (1) — — (1) Currency translation adjustment (1) — — (1) September 30, 2023 $ 23 $ 1 $ 4 $ 28 Employee termination benefits Program related costs Asset write-downs Total December 31, 2021 $ — $ — $ — $ — Charges 18 — — 18 Payments (6) — — (6) Currency translation adjustment (1) — — (1) September 30, 2022 $ 11 $ — $ — $ 11 |
NET REVENUES (Tables)
NET REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenues [Abstract] | |
Summary of Disaggregated Net Revenues | The Company disaggregates its net revenues primarily by segment, service type, and country from which revenues are invoiced, as the nature, timing, and uncertainty of cash flows are relatively consistent within each of these categories. The following tables provide disclosure of disaggregated net revenues by segment for the three and nine months ended September 30, 2023, and 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 amounts in this table have been recast to reflect the current period presentation. Disaggregated net revenues information is as follows: Three Months Ended September 30, 2023 Safety Specialty Consolidated Life Safety $ 1,084 $ — $ 1,084 Heating, Ventilation, and Air Conditioning ("HVAC") 133 — 133 Infrastructure/Utility — 360 360 Fabrication — 42 42 Specialty Contracting — 167 167 Corporate and Eliminations — — (2) Net revenues $ 1,217 $ 569 $ 1,784 Three Months Ended September 30, 2022 Safety Specialty Consolidated Life Safety $ 1,021 $ — $ 1,021 HVAC 133 — 133 Infrastructure/Utility — 341 341 Fabrication — 87 87 Specialty Contracting — 162 162 Corporate and Eliminations — — (9) Net revenues $ 1,154 $ 590 $ 1,735 Nine Months Ended September 30, 2023 Safety Specialty Consolidated Life Safety $ 3,250 $ — $ 3,250 HVAC 383 — 383 Infrastructure/Utility — 907 907 Fabrication — 155 155 Specialty Contracting — 492 492 Corporate and Eliminations — — (18) Net revenues $ 3,633 $ 1,554 $ 5,169 Nine Months Ended September 30, 2022 Safety Specialty Consolidated Life Safety $ 3,003 $ — $ 3,003 HVAC 371 — 371 Infrastructure/Utility — 849 849 Fabrication — 194 194 Specialty Contracting — 477 477 Corporate and Eliminations — — (39) Net revenues $ 3,374 $ 1,520 $ 4,855 Three Months Ended September 30, 2023 Safety Specialty Corporate and Consolidated United States $ 595 $ 559 $ (2) $ 1,152 France 140 — — 140 Other 482 10 — 492 Net revenues $ 1,217 $ 569 $ (2) $ 1,784 Three Months Ended September 30, 2022 Safety Specialty Corporate and Consolidated United States $ 568 $ 565 $ (9) $ 1,124 France 125 — — 125 Other 461 25 — 486 Net revenues $ 1,154 $ 590 $ (9) $ 1,735 Nine Months Ended September 30, 2023 Safety Specialty Corporate and Consolidated United States $ 1,738 $ 1,525 $ (18) $ 3,245 France 446 — — 446 Other 1,449 29 — 1,478 Net revenues $ 3,633 $ 1,554 $ (18) $ 5,169 Nine Months Ended September 30, 2022 Safety Specialty Corporate and Consolidated United States $ 1,576 $ 1,481 $ (39) $ 3,018 France 417 — — 417 Other 1,381 39 — 1,420 Net revenues $ 3,374 $ 1,520 $ (39) $ 4,855 |
Summary of Accounts Receivable, Net of Allowances, Contract Assets and Contract Liabilities from Contracts with Customer | The balances of accounts receivable, net of allowances, contract assets, and contract liabilities from contracts with customers as of September 30, 2023 and December 31, 2022 are as follows: Accounts Contract Contract Balance at September 30, 2023 $ 1,280 $ 530 $ 474 Balance at December 31, 2022 1,313 459 463 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes In Carrying Amounts of Goodwill By Reportable Segments | The following table provides disclosure of goodwill by segment as of September 30, 2023 and December 31, 2022. The changes in the carrying amount of goodwill by reportable segment for the nine months ended September 30, 2023 are as follows: Safety Specialty Total Goodwill as of December 31, 2022 $ 2,201 $ 181 $ 2,382 Acquisitions 39 — 39 Impairment of goodwill (1) — (4) (4) Foreign currency translation (13) — (13) Goodwill as of September 30, 2023 $ 2,227 $ 177 $ 2,404 |
Summary of Identifiable Intangible Assets | The Company’s identifiable intangible assets are comprised of the following as of September 30, 2023 and December 31, 2022: September 30, 2023 Weighted Average Remaining Gross Accumulated Net Carrying Amortized intangibles: Contractual backlog 0.3 $ 154 $ (146) $ 8 Customer relationships 9.5 1,513 (477) 1,036 Trade names and trademarks 12.4 702 (122) 580 Total $ 2,369 $ (745) $ 1,624 December 31, 2022 Weighted Average Remaining Gross Accumulated Net Carrying 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 |
Summary of Amortization Expense Recognized on Intangible Assets | Amortization expense recognized on identifiable intangible assets is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of revenues $ 7 $ 15 $ 20 $ 22 Selling, general, and administrative expenses 49 36 147 143 Total intangible asset amortization expense $ 56 $ 51 $ 167 $ 165 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Summary of Fair Value Measurement Assets And Liabilities Measured On Recurring Basis | The following tables summarize the fair values and levels within the fair value hierarchy in which the measurements fall for assets and liabilities measured on a recurring basis as of September 30, 2023 and December 31, 2022: Fair Value Measurements at September 30, 2023 Financial assets: Level 1 Level 2 Level 3 Total Derivatives designated as hedge instruments Cash flow hedges - interest rate swaps $ — $ 36 $ — $ 36 Cash flow hedges - cross currency contracts — 15 — 15 Cash flow hedges - foreign currency forward contracts — — — — Net investment hedges - cross currency contracts — 27 — 27 Fair value hedges - cross currency contracts — 47 — 47 Derivatives not designated as hedge instruments Foreign currency forward contracts — 1 — 1 Total $ — $ 126 $ — $ 126 Financial liabilities: Derivatives not designated as hedge instruments Foreign currency forward contracts — (1) — (1) Contingent consideration obligations — — (6) (6) Total $ — $ (1) $ (6) $ (7) 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) |
Summary of Reconciliation of Fair Value of Contingent Consideration Obligations | The table below presents a reconciliation of the fair value of the Company’s contingent consideration obligations that use unobservable inputs (Level 3), as well as other information about the contingent consideration obligations: Nine Months Ended, Balance as of December 31, 2022 $ 4 Issuances 3 Settlements (1) Adjustments to fair value — Balance as of September 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 |
Summary of Carrying And Fair Value Of Non-Variable Interest Rate Debt | The following table presents the carrying amount and fair value of the Company’s term loans and senior notes (instruments defined in Note 11 – “Debt”), including current portions and excluding unamortized debt issuance costs. The fair values are estimated by discounting future cash flows at current interest rates for borrowing arrangements with similar terms and conditions. The inputs used to calculated fair value are considered to be Level 2 inputs under the fair value hierarchy. During the first quarter of 2023, the Company repaid an aggregate amount of $200, $100 to each of the 2019 Term Loan and 2021 Term Loan. September 30, 2023 December 31, 2022 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 337 285 337 284 4.750% Senior Notes 277 242 277 243 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value of Derivative Instruments | The following table presents the fair value of derivative instruments: September 30, 2023 December 31, 2022 Outstanding Gross Other Assets Other Outstanding Gross Other Assets Other Derivatives designated as hedging instruments: Cash flow hedges: Interest rate swaps $ 1,120 $ 36 $ — $ 1,120 $ 14 $ — Cross currency contracts 120 15 — 120 17 — Foreign currency forward contracts 2 — — — — — Fair value hedges: Cross currency contracts 721 47 — 721 50 — Net investment hedges: Cross currency contracts 230 27 — 230 32 — Total derivatives designated as hedging instruments 2,193 125 — 2,191 113 — Derivatives not designated as hedging instruments: Foreign currency forward contracts 103 1 (1) 118 — — Total derivatives not designated as hedging instruments 103 1 (1) 118 — — Total derivatives $ 2,296 $ 126 $ (1) $ 2,309 $ 113 $ — |
Summary of Effect of Derivatives on Consolidated Statements of Operations and Accumulated Other Comprehensive Income (Loss) | The following table presents the after tax effect of derivatives on the condensed consolidated statements of operations: Amount of income (expense) recognized in income Derivatives Location of income (expense) Three Months Ended September 30, 2023 2022 Cash flow hedging relationships: Interest rate swaps Interest expense, net $ 8 $ 1 Cross currency contracts Investment income and other, net 3 7 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 49 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 — 2 Amount of income (expense) recognized in income Derivatives Location of income (expense) Nine Months Ended September 30, 2023 2022 Cash flow hedging relationships: Interest rate swaps Interest expense, net $ 23 $ (3) Cross currency contracts Investment income and other, net 1 15 Cross currency contracts Interest expense, net 2 2 Foreign currency forward contracts Investment income and other, net — — Fair value hedging relationships: Cross currency contracts Investment income and other, net 1 92 Cross currency contracts Interest expense, net 2 3 Net investment hedging relationships: Cross currency contracts Interest expense, net 3 3 Not designated as hedging instruments: Foreign currency forward contracts Investment income and other, net — 5 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) Location of gain (loss) reclassified from Amount of gain (loss) Three Months Ended September 30, Three Months Ended September 30, Derivatives 2023 2022 2023 2022 Cash flow hedging relationships: Interest rate swaps $ 8 $ 35 Interest expense, net $ 4 $ 1 Cross currency contracts (2) — Investment income and other, net 3 7 Forward currency forward contracts — — Investment income and other, net — — Fair value hedging relationships: Cross currency contracts (7) 6 Investment income and other, net 23 51 Net investment hedging relationships: Cross currency contracts 2 10 Interest expense, net (1) (1) Amount of gain (loss) Location of gain (loss) reclassified from Amount of gain (loss) Nine Months Ended September 30, Nine Months Ended September 30, Derivatives 2023 2022 2023 2022 Cash flow hedging relationships: Interest rate swaps $ 16 $ 54 Interest expense, net $ 12 $ 1 Cross currency contracts (3) 3 Investment income and other, net 1 15 Forward currency forward contracts — — Investment income and other, net — — Fair value hedging relationships: Cross currency contracts (3) 1 Investment income and other, net 1 94 Net investment hedging relationships: Cross currency contracts (3) 25 Interest expense, net — (1) |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Components of Property and Equipment | The components of property and equipment as of September 30, 2023, and December 31, 2022 are as follows: Estimated September 30, December 31, Land N/A $ 26 $ 30 Building 39 83 98 Machinery and equipment 1-20 268 313 Autos and trucks 4-10 112 116 Office equipment 5-7 86 35 Leasehold improvements 1-15 33 33 Total cost 608 625 Accumulated depreciation (231) (218) Property and equipment, net $ 377 $ 407 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Debt Obligations | Debt obligations consist of the following: Maturity Date September 30, December 31, Term loan facility 2019 Term Loan October 1, 2026 $ 1,027 $ 1,127 2021 Term Loan January 3, 2029 985 1,085 Revolving Credit Facility October 1, 2026 — — Senior notes 4.125% Senior Notes July 15, 2029 337 337 4.750% Senior Notes October 15, 2029 277 277 Other obligations 6 6 Total debt obligations 2,632 2,832 Less: unamortized deferred financing costs (34) (43) Total debt, net of deferred financing costs 2,598 2,789 Less: short-term and current portion of long-term debt (256) (206) Long-term debt, less current portion $ 2,342 $ 2,583 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic Pension Benefit | The components of the net periodic pension benefit for the defined benefit pension plans are as follows: Three Months Ended September 30, 2023 2022 Service cost $ 1 $ 3 Interest cost 16 7 Expected return on plan assets (19) (18) Net periodic pension benefit $ (2) $ (8) Nine Months Ended September 30, 2023 2022 Service cost $ 3 $ 9 Interest cost 47 24 Expected return on plan assets (56) (56) Net periodic pension benefit $ (6) $ (23) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Computation Earnings Per Common Share Using Two Class Method | The following table sets forth the computation of EPS using the two-class method. The dilutive effect of outstanding Series A Preferred Stock, Series B Preferred Stock, the Series A Preferred Stock dividend, and the Series B Preferred Stock dividend is reflected in diluted EPS using the if-converted method and options, restricted shares, 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 in millions, except share and per share amounts.) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic earnings per common share: Net income $ 54 $ 28 $ 128 $ 51 Less income allocable to Series A Preferred Stock (4) (2) (10) (2) Less income allocable to Series B Preferred Stock (4) (2) (10) (2) Less stock dividend attributable to Series B Preferred Stock (11) (11) (33) (33) Net income attributable to common shareholders $ 35 $ 13 $ 75 $ 14 Weighted average shares outstanding - basic 235,418,566 233,605,429 234,996,055 232,982,467 Income per common share - basic $ 0.15 $ 0.06 $ 0.32 $ 0.06 Diluted earnings per common share: Net income $ 54 $ 28 $ 128 $ 51 Less income allocable to Series A Preferred Stock (4) (2) (10) (2) Less stock dividend attributable to Series B Preferred Stock (11) (11) (33) (33) Net income attributable to common shareholders - diluted $ 39 $ 15 $ 85 $ 16 Weighted average shares outstanding - basic 235,418,566 233,605,429 234,996,055 232,982,467 Dilutive securities: (1) Restricted stock units, warrants, and stock options 420,465 336,325 308,745 357,350 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) 1,679,291 — 1,099,296 — Weighted average shares outstanding - diluted 270,038,322 266,461,754 268,924,096 265,859,817 Income per common share - diluted $ 0.15 $ 0.06 $ 0.32 $ 0.06 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. For the three and nine months ended September 30, 2023, dilutive securities include common share equivalents which represent the annual dividend, payable in the form of common shares or cash at the Company's sole option, that Series A Preferred Shares would be entitled to receive assuming that the volume weighted average price of the Company’s common shares for the last ten trading days of the period would be the same average price during the last ten trading days of the calendar year. The holders of the Series A Preferred Stock are entitled to receive an annual dividend based on the increase in the market price of the Company’s common stock (the "Annual Dividend Amount"). 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 2023, the Annual Dividend Amount was calculated based on the appreciation of the Company’s share price over the highest previously used share price of $24.3968. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Summary of Reconciliation Operating Income to EBITDA | Summarized financial information for the Company’s reportable segments is presented and reconciled to consolidated financial information in the following tables, including a reconciliation of consolidated operating income (loss) to EBITDA: Three Months Ended September 30, 2023 Safety Specialty Corporate and Consolidated Net revenues $ 1,217 $ 569 $ (2) $ 1,784 EBITDA Reconciliation Operating income (loss) $ 98 $ 43 $ (37) $ 104 Plus: Investment income and other, net 2 1 1 4 Non-service pension benefit 3 — — 3 Depreciation 8 13 — 21 Amortization 42 13 1 56 EBITDA $ 153 $ 70 $ (35) $ 188 Total assets $ 5,983 $ 1,315 $ 651 $ 7,949 Capital expenditures 5 10 3 18 Three Months Ended September 30, 2022 Safety Specialty Corporate and Consolidated Net revenues $ 1,154 $ 590 $ (9) $ 1,735 EBITDA Reconciliation Operating income (loss) $ 60 $ 45 $ (44) $ 61 Plus: Investment income and other, net 1 2 — 3 Non-service pension benefit 10 — — 10 Gain on extinguishment of debt, net — — 5 5 Depreciation 8 12 2 22 Amortization 37 14 — 51 EBITDA $ 116 $ 73 $ (37) $ 152 Total assets $ 5,879 $ 1,357 $ 705 $ 7,941 Capital expenditures 5 16 5 26 Nine Months Ended September 30, 2023 Safety Specialty Corporate and Consolidated Net revenues $ 3,633 $ 1,554 $ (18) $ 5,169 EBITDA Reconciliation Operating income (loss) $ 292 $ 84 $ (92) $ 284 Plus: Investment income and other, net 2 6 1 9 Non-service pension benefit 9 — — 9 Loss on extinguishment of debt, net — — (3) (3) Depreciation 21 37 1 59 Amortization 125 39 3 167 EBITDA $ 449 $ 166 $ (90) $ 525 Total assets $ 5,983 $ 1,315 $ 651 $ 7,949 Capital expenditures 19 41 4 64 Nine Months Ended September 30, 2022 Safety Specialty Corporate and Consolidated Net revenues $ 3,374 $ 1,520 $ (39) $ 4,855 EBITDA Reconciliation Operating income (loss) $ 186 $ 70 $ (143) $ 113 Plus: Investment income and other, net 2 5 (2) 5 Non-service pension benefit 32 — — 32 Gain on extinguishment of debt, net — — 5 5 Depreciation 20 35 5 60 Amortization 120 43 2 165 EBITDA $ 360 $ 153 $ (133) $ 380 Total assets $ 5,879 $ 1,357 $ 705 $ 7,941 Capital expenditures 16 37 7 60 |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 USD ($) location | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) location | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Product Information [Line Items] | |||||||||
Number of locations | location | 500 | 500 | |||||||
Net income (loss) | $ 54 | $ 48 | $ 26 | $ 28 | $ 30 | $ (7) | $ 128 | $ 51 | |
Joint Ventures | Other Assets | |||||||||
Product Information [Line Items] | |||||||||
Investment balance | 6 | 6 | $ 4 | ||||||
Joint Ventures | Investment income and other, net | |||||||||
Product Information [Line Items] | |||||||||
Net income (loss) | $ 1 | $ 2 | $ 5 | $ 3 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) country business | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Asset Acquisition [Line Items] | ||||
Accrued consideration issued in business combinations | $ 5 | $ 1 | ||
Goodwill | 38 | |||
Acquisition A23 | ||||
Asset Acquisition [Line Items] | ||||
Cash paid at closing | $ 30 | |||
Cash deposited into escrow | 5 | |||
Accrued consideration issued in business combinations | 3 | |||
Acquisitions, consideration transferred | 38 | |||
Goodwill | $ 20 | |||
Other 2023 Acquisitions | ||||
Asset Acquisition [Line Items] | ||||
Cash paid at closing | 22 | |||
Cash deposited into escrow | 0 | |||
Accrued consideration issued in business combinations | $ 2 | |||
Number of immaterial acquisitions | business | 4 | |||
Acquisitions, consideration transferred | $ 24 | |||
Goodwill | $ 19 | |||
Chubb Limited (“Chubb”) Fire and Security Business | ||||
Asset Acquisition [Line Items] | ||||
Cash paid at closing | $ 2,935 | |||
Acquisitions, consideration transferred | 2,893 | |||
Goodwill | 1,367 | |||
Number of countries of significant business operations | country | 17 | |||
Number of countries expanding operations | country | 20 | |||
APi Acquisition | ||||
Asset Acquisition [Line Items] | ||||
Contingent compensation | $ 7 | 19 | ||
Maximum payout of contingent compensation | 15 | 25 | ||
Payout of accrued contingent compensation | 7 | 19 | ||
Liability for deferred payments | $ 14 | $ 9 | ||
APi Acquisition | Minimum | ||||
Asset Acquisition [Line Items] | ||||
Contingent compensation arrangements recognized period | 1 year | |||
Liability for deferred payments recognition period | 1 year | |||
APi Acquisition | Maximum | ||||
Asset Acquisition [Line Items] | ||||
Contingent compensation arrangements recognized period | 4 years | |||
Liability for deferred payments recognition period | 3 years |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Net Assets Acquired (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Asset Acquisition [Line Items] | ||||
Accrued consideration | $ 5 | $ 1 | ||
Goodwill | 38 | |||
Other 2023 Acquisitions | ||||
Asset Acquisition [Line Items] | ||||
Cash paid at closing | 22 | |||
Cash deposited into escrow | 0 | |||
Accrued consideration | 2 | |||
Total net consideration | 24 | |||
Accounts receivable | 0 | |||
Contract assets | 0 | |||
Intangible assets | 5 | |||
Goodwill | 19 | |||
Accounts payable | 0 | |||
Contract liabilities | 0 | |||
Net assets acquired | $ 24 | |||
Chubb Limited (“Chubb”) Fire and Security Business | ||||
Asset Acquisition [Line Items] | ||||
Cash paid at closing | $ 2,935 | |||
Working capital and net indebtedness adjustment | (42) | |||
Total net consideration | 2,893 | |||
Cash | 60 | |||
Accounts receivable | 426 | |||
Inventories | 68 | |||
Contract assets | 183 | |||
Other current assets | 25 | |||
Property and equipment | 73 | |||
Operating lease right of use assets | 146 | |||
Pension and post-retirement assets | 626 | |||
Other noncurrent assets | 8 | |||
Intangible assets | 1,200 | |||
Goodwill | 1,367 | |||
Accounts payable | (192) | |||
Contract liabilities | (162) | |||
Accrued expenses | (255) | |||
Finance and operating lease liabilities | (148) | |||
Pension and post-retirement obligations | (56) | |||
Deferred tax liabilities | (383) | |||
Other noncurrent liabilities | (93) | |||
Net assets acquired | $ 2,893 | |||
Acquisition A23 | ||||
Asset Acquisition [Line Items] | ||||
Cash paid at closing | $ 30 | |||
Cash deposited into escrow | 5 | |||
Accrued consideration | 3 | |||
Total net consideration | 38 | |||
Accounts receivable | 8 | |||
Contract assets | 1 | |||
Intangible assets | 13 | |||
Goodwill | 20 | |||
Accounts payable | (1) | |||
Contract liabilities | (3) | |||
Net assets acquired | $ 38 |
ASSETS HELD FOR SALE - Narrativ
ASSETS HELD FOR SALE - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2023 | Oct. 03, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Asset impairment charges | $ 13 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Subsequent Event | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Sale of company in Specialty Services segment, consideration | $ 37 |
ASSETS HELD FOR SALE (Details)
ASSETS HELD FOR SALE (Details) - Discontinued Operations, Held-for-Sale $ in Millions | Sep. 30, 2023 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Accounts receivable | $ 14 |
Inventories | 2 |
Contract assets | 6 |
Property and equipment, net | 27 |
Operating lease right of use assets | 2 |
Accounts payable | (8) |
Other current liabilities | (3) |
Noncurrent operating and finance leases | (3) |
Total assets and liabilities held for sale | $ 37 |
RESTRUCTURING - Additional Info
RESTRUCTURING - Additional Information (Details) - 2022 Restructuring Program - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Dec. 31, 2024 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring liabilities | $ 28 | $ 22 | $ 11 | $ 0 | |
Other Accrued Liabilities | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring liabilities | 23 | ||||
Chubb Acquisition | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 51 | ||||
Scenario Forecast | Chubb Acquisition | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | $ 105 | ||||
Safety Services | Chubb Acquisition | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | $ 21 |
RESTRUCTURING - Summary of Rest
RESTRUCTURING - Summary of Restructuring Program (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Charges | $ 17 | $ 12 |
2022 Restructuring Program | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 22 | 0 |
Charges | 26 | 18 |
Payments | (18) | (6) |
Restructuring Reserve, Accrual Adjustment | (1) | |
Currency translation adjustment | (1) | (1) |
Restructuring reserve, ending balance | 28 | 11 |
Employee termination benefits | 2022 Restructuring Program | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 22 | 0 |
Charges | 21 | 18 |
Payments | (18) | (6) |
Restructuring Reserve, Accrual Adjustment | (1) | |
Currency translation adjustment | (1) | (1) |
Restructuring reserve, ending balance | 23 | 11 |
Program related costs | 2022 Restructuring Program | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 0 | 0 |
Charges | 1 | 0 |
Payments | 0 | 0 |
Restructuring Reserve, Accrual Adjustment | 0 | |
Currency translation adjustment | 0 | 0 |
Restructuring reserve, ending balance | 1 | 0 |
Asset write-downs | 2022 Restructuring Program | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 0 | 0 |
Charges | 4 | 0 |
Payments | 0 | 0 |
Restructuring Reserve, Accrual Adjustment | 0 | |
Currency translation adjustment | 0 | 0 |
Restructuring reserve, ending balance | $ 4 | $ 0 |
NET REVENUES - Summary of Disag
NET REVENUES - Summary of Disaggregated Net Revenues (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 1,784 | $ 1,735 | $ 5,169 | $ 4,855 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 1,152 | 1,124 | 3,245 | 3,018 |
France | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 140 | 125 | 446 | 417 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 492 | 486 | 1,478 | 1,420 |
Safety Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 1,217 | 1,154 | 3,633 | 3,374 |
Safety Services | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 595 | 568 | 1,738 | 1,576 |
Safety Services | France | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 140 | 125 | 446 | 417 |
Safety Services | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 482 | 461 | 1,449 | 1,381 |
Specialty Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 569 | 590 | 1,554 | 1,520 |
Specialty Services | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 559 | 565 | 1,525 | 1,481 |
Specialty Services | France | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Specialty Services | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 10 | 25 | 29 | 39 |
Corporate and Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | (2) | (9) | (18) | (39) |
Corporate and Eliminations | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | (2) | (9) | (18) | (39) |
Life Safety | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 1,084 | 1,021 | 3,250 | 3,003 |
Life Safety | Safety Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 1,084 | 1,021 | 3,250 | 3,003 |
Life Safety | Specialty Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Heating, Ventilation, and Air Conditioning ("HVAC") | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 133 | 133 | 383 | 371 |
Heating, Ventilation, and Air Conditioning ("HVAC") | Safety Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 133 | 133 | 383 | 371 |
Heating, Ventilation, and Air Conditioning ("HVAC") | Specialty Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Infrastructure/Utility | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 360 | 341 | 907 | 849 |
Infrastructure/Utility | Safety Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Infrastructure/Utility | Specialty Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 360 | 341 | 907 | 849 |
Fabrication | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 42 | 87 | 155 | 194 |
Fabrication | Safety Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Fabrication | Specialty Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 42 | 87 | 155 | 194 |
Specialty Contracting | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 167 | 162 | 492 | 477 |
Specialty Contracting | Safety Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Specialty Contracting | Specialty Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 167 | 162 | 492 | 477 |
Corporate and Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | (2) | (9) | (18) | (39) |
Corporate and Eliminations | Safety Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Corporate and Eliminations | Specialty Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 0 | $ 0 | $ 0 | $ 0 |
NET REVENUES - Additional Infor
NET REVENUES - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Aggregate amount of transaction price allocated to unsatisfied performance obligation | $ 2,732 | |
Percentage of recognized revenue of remaining performance obligations over the next 12 months | 87% | |
Retentions receivable | $ 159 | $ 150 |
Retentions receivable within one year | $ 27 | $ 35 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | ||
Disaggregation of Revenue [Line Items] | ||
Remaining performance obligations period | 12 months |
NET REVENUES - Summary of Accou
NET REVENUES - Summary of Accounts Receivable, Net of Allowances, Contract Assets and Contract Liabilities from Contracts with Customer (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Revenues [Abstract] | ||
Accounts receivable, net of allowances | $ 1,280 | $ 1,313 |
Contract assets | 530 | 459 |
Contract liabilities | $ 474 | $ 463 |
GOODWILL AND INTANGIBLES - Summ
GOODWILL AND INTANGIBLES - Summary of Changes In Carrying Amounts of Goodwill By Reportable Segments (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Goodwill [Roll Forward] | ||
Beginning Balance | $ 2,382 | |
Acquisitions | 39 | |
Impairment of goodwill | $ (4) | (4) |
Foreign currency translation | (13) | |
Ending Balance | 2,404 | 2,404 |
Safety Services | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 2,201 | |
Acquisitions | 39 | |
Impairment of goodwill | 0 | |
Foreign currency translation | (13) | |
Ending Balance | 2,227 | 2,227 |
Specialty Services | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 181 | |
Acquisitions | 0 | |
Impairment of goodwill | (4) | |
Foreign currency translation | 0 | |
Ending Balance | $ 177 | $ 177 |
GOODWILL AND INTANGIBLES - Su_2
GOODWILL AND INTANGIBLES - Summary of Identifiable Intangible Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,369 | $ 2,365 |
Accumulated Amortization | (745) | (581) |
Net Carrying Amount | $ 1,624 | $ 1,784 |
Contractual backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in Years) | 3 months 18 days | 10 months 24 days |
Gross Carrying Amount | $ 154 | $ 153 |
Accumulated Amortization | (146) | (126) |
Net Carrying Amount | $ 8 | $ 27 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in Years) | 9 years 6 months | 10 years |
Gross Carrying Amount | $ 1,513 | $ 1,508 |
Accumulated Amortization | (477) | (367) |
Net Carrying Amount | $ 1,036 | $ 1,141 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in Years) | 12 years 4 months 24 days | 13 years 2 months 12 days |
Gross Carrying Amount | $ 702 | $ 704 |
Accumulated Amortization | (122) | (88) |
Net Carrying Amount | $ 580 | $ 616 |
GOODWILL AND INTANGIBLES - Su_3
GOODWILL AND INTANGIBLES - Summary of Amortization Expense Recognized on Intangible Assets (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible asset amortization expense | $ 56 | $ 51 | $ 167 | $ 165 |
Cost of revenues | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible asset amortization expense | 7 | 15 | 20 | 22 |
Selling, general, and administrative expenses | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible asset amortization expense | $ 49 | $ 36 | $ 147 | $ 143 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Fair Value Measurement Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | $ 126 | $ 113 |
Financial assets | 126 | 113 |
Financial liabilities | (7) | (4) |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Financial liabilities | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 126 | 113 |
Financial liabilities | (1) | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Financial liabilities | (6) | (4) |
Derivatives designated as hedge instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 125 | 113 |
Derivatives designated as hedge instruments | Interest rate swaps | Cash flow hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 36 | 14 |
Derivatives designated as hedge instruments | Cross currency contracts | Cash flow hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 15 | 17 |
Derivatives designated as hedge instruments | Cross currency contracts | Net investment hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 27 | 32 |
Derivatives designated as hedge instruments | Cross currency contracts | Fair value hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 47 | 50 |
Derivatives designated as hedge instruments | Forward currency forward contracts | Cash flow hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Foreign currency forward contracts | Cash flow hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 1 | Interest rate swaps | Cash flow hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 1 | Cross currency contracts | Cash flow hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 1 | Cross currency contracts | Net investment hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 1 | Cross currency contracts | Fair value hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 1 | Forward currency forward contracts | Cash flow hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 2 | Interest rate swaps | Cash flow hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 36 | 14 |
Derivatives designated as hedge instruments | Level 2 | Cross currency contracts | Cash flow hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 15 | 17 |
Derivatives designated as hedge instruments | Level 2 | Cross currency contracts | Net investment hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 27 | 32 |
Derivatives designated as hedge instruments | Level 2 | Cross currency contracts | Fair value hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 47 | 50 |
Derivatives designated as hedge instruments | Level 2 | Forward currency forward contracts | Cash flow hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 3 | Interest rate swaps | Cash flow hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 3 | Cross currency contracts | Cash flow hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 3 | Cross currency contracts | Net investment hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 3 | Cross currency contracts | Fair value hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 3 | Forward currency forward contracts | Cash flow hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivatives not designated as hedge instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 1 | 0 |
Derivatives not designated as hedge instruments | Forward currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 1 | 0 |
Derivatives not designated as hedge instruments | Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 1 | 0 |
Derivative liability | (1) | 0 |
Derivatives not designated as hedge instruments | Contingent consideration obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligations | (6) | (4) |
Derivatives not designated as hedge instruments | Level 1 | Forward currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivatives not designated as hedge instruments | Level 1 | Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | 0 |
Derivatives not designated as hedge instruments | Level 1 | Contingent consideration obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligations | 0 | 0 |
Derivatives not designated as hedge instruments | Level 2 | Forward currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 1 | 0 |
Derivatives not designated as hedge instruments | Level 2 | Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | (1) | 0 |
Derivatives not designated as hedge instruments | Level 2 | Contingent consideration obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligations | 0 | 0 |
Derivatives not designated as hedge instruments | Level 3 | Forward currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivatives not designated as hedge instruments | Level 3 | Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | 0 |
Derivatives not designated as hedge instruments | Level 3 | Contingent consideration obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligations | $ (6) | $ (4) |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Reconciliation of Fair Value of Contingent Consideration Obligations (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) arrangement | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | $ 4 |
Issuances | 3 |
Settlements | (1) |
Adjustments to fair value | 0 |
Balance at end of period | $ 6 |
Number of open contingent consideration arrangements at the end of the period | arrangement | 2 |
Maximum potential payout at the end of the period | $ 6 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Carrying And Fair Value Of Non-Variable Interest Rate Debt (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Repayments of long term debt | $ 206 | $ 33 | |||
Carrying Value | $ 2,632 | $ 2,832 | |||
2019 Term Loan | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Repayments of long term debt | $ 200 | ||||
2021 Term Loan | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Repayments of long term debt | $ 100 | ||||
4.125% Senior Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Line of credit facility, interest rate | 4.125% | 4.125% | 4.125% | ||
Carrying Value | $ 337 | $ 337 | |||
4.750% Senior Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Line of credit facility, interest rate | 4.75% | 4.75% | 4.75% | ||
Carrying Value | $ 277 | $ 277 | |||
Fixed Income Interest Rate | Senior Notes | 4.125% Senior Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Line of credit facility, interest rate | 4.125% | 4.125% | |||
Fixed Income Interest Rate | Senior Notes | 4.750% Senior Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Line of credit facility, interest rate | 4.75% | 4.75% | |||
Level 2 | 2019 Term Loan | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Carrying Value | $ 1,027 | $ 1,127 | |||
Fair Value | 1,027 | 1,120 | |||
Level 2 | 2021 Term Loan | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Carrying Value | 985 | 1,085 | |||
Fair Value | 986 | 1,075 | |||
Level 2 | Fixed Income Interest Rate | Senior Notes | 4.125% Senior Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Carrying Value | 337 | 337 | |||
Fair Value | 285 | 284 | |||
Level 2 | Fixed Income Interest Rate | Senior Notes | 4.750% Senior Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Carrying Value | 277 | 277 | |||
Fair Value | $ 242 | $ 243 |
DERIVATIVES - Summary of Fair V
DERIVATIVES - Summary of Fair Value of Derivative Instruments (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | $ 2,296 | $ 2,309 | |
Other Assets | 126 | 113 | |
Other Noncurrent liabilities | (1) | 0 | |
Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | 1,120 | ||
Derivatives designated as hedging instruments: | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | 2,193 | 2,191 | |
Other Assets | 125 | 113 | |
Other Noncurrent liabilities | 0 | 0 | |
Derivatives designated as hedging instruments: | Interest rate swaps | Cash flow hedges: | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | 1,120 | 1,120 | |
Other Assets | 36 | 14 | |
Other Noncurrent liabilities | 0 | 0 | |
Derivatives designated as hedging instruments: | Cross currency contracts | Cash flow hedges: | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | 120 | 120 | |
Other Assets | 15 | 17 | |
Other Noncurrent liabilities | 0 | 0 | |
Derivatives designated as hedging instruments: | Cross currency contracts | Fair value hedges: | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | 721 | 721 | |
Other Assets | 47 | 50 | |
Other Noncurrent liabilities | 0 | 0 | |
Derivatives designated as hedging instruments: | Cross currency contracts | Net investment hedges: | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | 230 | 230 | $ 230 |
Other Assets | 27 | 32 | |
Other Noncurrent liabilities | 0 | 0 | |
Derivatives designated as hedging instruments: | Foreign currency forward contracts | Cash flow hedges: | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | 2 | 0 | |
Other Assets | 0 | 0 | |
Other Noncurrent liabilities | 0 | 0 | |
Derivatives not designated as hedge instruments | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | 103 | 118 | |
Other Assets | 1 | 0 | |
Other Noncurrent liabilities | (1) | 0 | |
Derivatives not designated as hedge instruments | Foreign currency forward contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | 103 | 118 | |
Other Assets | 1 | 0 | |
Other Noncurrent liabilities | $ (1) | $ 0 |
DERIVATIVES - Summary of Effect
DERIVATIVES - Summary of Effect of Derivatives on Consolidated Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivatives designated as hedging instruments: | Interest rate swaps | Cash flow hedges: | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of income (expense) recognized in income | $ 8 | $ 1 | $ 23 | $ (3) |
Derivatives designated as hedging instruments: | Cross currency contracts | Cash flow hedges: | Investment income and other, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of income (expense) recognized in income | 3 | 7 | 1 | 15 |
Derivatives designated as hedging instruments: | Cross currency contracts | Cash flow hedges: | Interest expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of income (expense) recognized in income | 1 | 1 | 2 | 2 |
Derivatives designated as hedging instruments: | Cross currency contracts | Fair value hedges: | Investment income and other, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of income (expense) recognized in income | 22 | 49 | 1 | 92 |
Derivatives designated as hedging instruments: | Cross currency contracts | Fair value hedges: | Interest expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of income (expense) recognized in income | 1 | 1 | 2 | 3 |
Derivatives designated as hedging instruments: | Cross currency contracts | Net investment hedges: | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of income (expense) recognized in income | 1 | 1 | 3 | 3 |
Derivatives designated as hedging instruments: | Foreign currency forward contracts | Cash flow hedges: | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of income (expense) recognized in income | 0 | 0 | 0 | 0 |
Derivatives not designated as hedge instruments | Foreign currency forward contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of income (expense) recognized in income | $ 0 | $ 2 | $ 0 | $ 5 |
DERIVATIVES - Additional Inform
DERIVATIVES - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative notional amount | $ 2,296 | $ 2,296 | $ 2,309 | ||||
Total debt obligations | 2,632 | 2,632 | 2,832 | ||||
Term loan facility | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Total debt obligations | 2,012 | 2,012 | |||||
Foreign currency forward contracts | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Other income (expense), net | 0 | $ 0 | 0 | $ (2) | |||
2026 Interest Rate Swap | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative notional amount | 720 | 720 | $ 720 | ||||
Derivative, fixed interest rate | 3.59% | ||||||
2028 Interest Rate Swap | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative notional amount | 400 | 400 | |||||
Derivative, fixed interest rate | 3.41% | ||||||
2028 Interest Rate Swap | Forward-starting Swaps | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative notional amount | $ 400 | ||||||
Interest rate swaps | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative notional amount | $ 1,120 | $ 1,120 | |||||
Derivative, fixed interest rate | 3.52% | 3.52% | |||||
Derivatives designated as hedge instruments | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative notional amount | $ 2,193 | $ 2,193 | $ 2,191 | ||||
Derivatives designated as hedge instruments | Net Investment Hedge | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Annual reduction in interest expense | $ 3 | ||||||
Reduction in overall effective interest rate | 0.24% | ||||||
Derivatives designated as hedge instruments | 2024 Interest Rate Swap | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative notional amount | 720 | ||||||
Derivatives designated as hedge instruments | Cross currency contracts | September 2027 | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative notional amount | $ 26 | ||||||
Derivatives designated as hedge instruments | Cross currency contracts | September 2030 | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative notional amount | 94 | ||||||
Derivatives designated as hedge instruments | Cross currency contracts | Net Investment Hedge | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative notional amount | 230 | 230 | $ 230 | 230 | |||
Unrealized pre-tax gains remaining in AOCI | $ 18 | $ 18 | |||||
Derivatives designated as hedge instruments | Cross currency contracts | Net Investment Hedge | United Kingdom, Pounds | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Fair value of hedges | 271 | ||||||
Derivatives designated as hedge instruments | Cross currency contracts | Net Investment Hedge | Canada, Dollars | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Fair value of hedges | 241 | ||||||
Derivatives designated as hedge instruments | Cross currency contracts | Net Investment Hedge | Euro Member Countries, Euro | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Fair value of hedges | $ 209 |
DERIVATIVES - Summary of Effe_2
DERIVATIVES - Summary of Effect of Cash Flow and Fair Value Hedge Accounting on Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flow hedges: | Interest rate swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) recognized in other comprehensive income, cash flow hedges | $ 8 | $ 35 | $ 16 | $ 54 |
Cash flow hedges: | Interest rate swaps | Interest expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) reclassified from AOCI into income, cash flow hedging | 4 | 1 | 12 | 1 |
Cash flow hedges: | Cross currency contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) recognized in other comprehensive income, cash flow hedges | (2) | 0 | (3) | 3 |
Cash flow hedges: | Cross currency contracts | Investment income and other, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) reclassified from AOCI into income, cash flow hedging | 3 | 7 | 1 | 15 |
Cash flow hedges: | Forward currency forward contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) recognized in other comprehensive income, cash flow hedges | 0 | 0 | 0 | 0 |
Cash flow hedges: | Forward currency forward contracts | Investment income and other, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) reclassified from AOCI into income, cash flow hedging | 0 | 0 | 0 | 0 |
Fair value hedges: | Cross currency contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) recognized in other comprehensive income, fair value hedging | (7) | 6 | (3) | 1 |
Fair value hedges: | Cross currency contracts | Investment income and other, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) reclassified from AOCI into income, fair value hedging | 23 | 51 | 1 | 94 |
Net investment hedges: | Cross currency contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) recognized in other comprehensive income, net investment hedging | 2 | 10 | (3) | 25 |
Net investment hedges: | Cross currency contracts | Interest expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) reclassified from AOCI into income, net investment hedging | $ (1) | $ (1) | $ 0 | $ (1) |
PROPERTY AND EQUIPMENT, NET - S
PROPERTY AND EQUIPMENT, NET - Summary of Components of Property and Equipment (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 608 | $ 625 |
Accumulated depreciation | (231) | (218) |
Property and equipment, net | 377 | 407 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 26 | 30 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 39 years | |
Total cost | $ 83 | 98 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 268 | 313 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 1 year | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 20 years | |
Autos and trucks | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 112 | 116 |
Autos and trucks | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 4 years | |
Autos and trucks | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 10 years | |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 86 | 35 |
Office equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years | |
Office equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 7 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 33 | $ 33 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 1 year | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 15 years |
PROPERTY AND EQUIPMENT, NET - A
PROPERTY AND EQUIPMENT, NET - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 21 | $ 22 | $ 59 | $ 60 |
DEBT - Summary of Debt Obligati
DEBT - Summary of Debt Obligations (Detail) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | |||
Total debt obligations | $ 2,632 | $ 2,832 | |
Less: unamortized deferred financing costs | (34) | (43) | |
Total debt, net of deferred financing costs | 2,598 | 2,789 | |
Short-term and current portion of long-term debt | (256) | (206) | |
Long-term debt, less current portion | 2,342 | 2,583 | |
Term loan facility | |||
Line of Credit Facility [Line Items] | |||
Total debt obligations | 2,012 | ||
Term loan facility | 2019 Term Loan | |||
Line of Credit Facility [Line Items] | |||
Total debt obligations | 1,027 | 1,127 | |
Term loan facility | 2021 Term Loan | |||
Line of Credit Facility [Line Items] | |||
Total debt obligations | 985 | 1,085 | |
Term loan facility | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Total debt obligations | $ 0 | $ 0 | |
4.125% Senior Notes | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, interest rate | 4.125% | 4.125% | 4.125% |
Total debt obligations | $ 337 | $ 337 | |
4.750% Senior Notes | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, interest rate | 4.75% | 4.75% | 4.75% |
Total debt obligations | $ 277 | $ 277 | |
Other obligations | |||
Line of Credit Facility [Line Items] | |||
Total debt obligations | $ 6 | $ 6 |
DEBT - Additional Information (
DEBT - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-term Debt [Line Items] | ||||
Derivative notional amount | $ 2,296,000,000 | $ 2,309,000,000 | ||
Acquisition of Construction Equipment and Vehicles | ||||
Short-term Debt [Line Items] | ||||
Notes payable | 6,000,000 | 6,000,000 | ||
Interest rate swaps | ||||
Short-term Debt [Line Items] | ||||
Derivative notional amount | $ 1,120,000,000 | |||
Derivative, fixed interest rate | 3.52% | |||
2019 Term Loan | ||||
Short-term Debt [Line Items] | ||||
Line of credit outstanding | $ 1,027,000,000 | |||
Repayments of debt | 100,000,000 | |||
2021 Term Loan | ||||
Short-term Debt [Line Items] | ||||
Line of credit outstanding | 985,000,000 | |||
Repayments of debt | 100,000,000 | |||
Term loan facility | 2019 Term Loan | ||||
Short-term Debt [Line Items] | ||||
Secured term loan | 1,200,000,000 | |||
Remaining line of credit outstanding (unswapped portion) | $ 892,000,000 | |||
Term loan facility | 2019 Term Loan | Interest rate swaps | ||||
Short-term Debt [Line Items] | ||||
Derivative, fixed interest rate | 3.59% | |||
Term loan facility | 2019 Term Loan | Base Rate | ||||
Short-term Debt [Line Items] | ||||
Debt, variable interest rate | 1.50% | |||
Term loan facility | 2019 Term Loan | Eurodollar | ||||
Short-term Debt [Line Items] | ||||
Debt, variable interest rate | 2.50% | |||
Term loan facility | 2019 Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest rate swaps | ||||
Short-term Debt [Line Items] | ||||
Debt instrument term | 4 years | |||
Derivative notional amount | $ 720,000,000 | |||
Derivative, fixed interest rate | 3.59% | |||
Term loan facility | 2019 Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest rate swaps | Minimum | ||||
Short-term Debt [Line Items] | ||||
Term loan interest, basis points | 2.50% | |||
Term loan facility | 2019 Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest rate swaps | Maximum | ||||
Short-term Debt [Line Items] | ||||
Term loan interest, basis points | 2.75% | |||
Term loan facility | 2021 Term Loan | ||||
Short-term Debt [Line Items] | ||||
Secured term loan | $ 1,100,000,000 | |||
Term loan facility | 2021 Term Loan | Base Rate | ||||
Short-term Debt [Line Items] | ||||
Debt, variable interest rate | 1.75% | |||
Term loan facility | 2021 Term Loan | Eurodollar | ||||
Short-term Debt [Line Items] | ||||
Debt, variable interest rate | 2.75% | |||
Term loan facility | 2021 Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest rate swaps | ||||
Short-term Debt [Line Items] | ||||
Derivative notional amount | $ 400,000,000 | |||
Derivative, fixed interest rate | 3.41% | |||
Term loan facility | Revolving Credit Facility | ||||
Short-term Debt [Line Items] | ||||
Line of credit outstanding | $ 0 | 0 | ||
Secured term loan | $ 500,000,000 | |||
Debt instrument term | 5 years | |||
Line of credit net letters of credit outstanding | $ 484,000,000 | 446,000,000 | ||
Letters of credit outstanding | $ 16,000,000 | $ 54,000,000 | ||
Term loan facility | Revolving Credit Facility | Base Rate | ||||
Short-term Debt [Line Items] | ||||
Debt, variable interest rate | 1.25% | |||
Term loan facility | Revolving Credit Facility | Eurodollar | ||||
Short-term Debt [Line Items] | ||||
Debt, variable interest rate | 2.25% | |||
4.125% Senior Notes | ||||
Short-term Debt [Line Items] | ||||
Line of credit facility, interest rate | 4.125% | 4.125% | 4.125% | |
Repurchase amount of senior notes | $ 13,000,000 | $ 337,000,000 | ||
4.125% Senior Notes | APi Group DE, Inc | ||||
Short-term Debt [Line Items] | ||||
Line of credit outstanding | $ 350,000,000 | |||
Line of credit facility, interest rate | 4.125% | 4.125% | 4.125% | |
4.750% Senior Notes | ||||
Short-term Debt [Line Items] | ||||
Line of credit facility, interest rate | 4.75% | 4.75% | 4.75% | |
Repurchase amount of senior notes | $ 23,000,000 | $ 277,000,000 | ||
4.750% Senior Notes | APi Group DE, Inc | ||||
Short-term Debt [Line Items] | ||||
Line of credit outstanding | $ 300,000,000 | |||
Line of credit facility, interest rate | 4.75% | 4.75% | 4.75% |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | |||||
Effective tax rate | 25.50% | 40.50% | 31.30% | 24.20% | |
U.S. Federal income tax rate | 21% | 21% | 21% | 21% | |
Deferred tax assets, valuation allowance | $ 105,000,000 | $ 105,000,000 | |||
Unrecognized tax benefits | 6,000,000 | 6,000,000 | $ 8,000,000 | ||
Income tax penalties and interest accrued | 2,000,000 | 2,000,000 | $ 2,000,000 | ||
Income tax interest expense | 0 | $ 0 | 0 | $ 0 | |
Unrecognized tax benefits that would impact effective tax rate | 8,000,000 | 8,000,000 | |||
Effective income tax rate reconciliation, unrecognized tax benefits | 0 | ||||
Domestic Tax Authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 0 | 0 | |||
State and Local Jurisdiction | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 21,000,000 | $ 21,000,000 | |||
State and Local Jurisdiction | Minimum | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards, carryforward term | 5 years | ||||
State and Local Jurisdiction | Maximum | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards, carryforward term | 20 years | ||||
Foreign Tax Authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | $ 104,000,000 | $ 104,000,000 | |||
Operating loss carryforwards, carryforward term | 20 years | ||||
Operating loss carryback term | 3 years |
EMPLOYEE BENEFIT PLANS - Compon
EMPLOYEE BENEFIT PLANS - Components of Net Periodic Pension Benefit (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Retirement Benefits [Abstract] | ||||
Service cost | $ 1 | $ 3 | $ 3 | $ 9 |
Interest cost | 16 | 7 | 47 | 24 |
Expected return on plan assets | (19) | (18) | (56) | (56) |
Net periodic pension benefit | $ (2) | $ (8) | $ (6) | $ (23) |
EMPLOYEE BENEFIT PLANS - Additi
EMPLOYEE BENEFIT PLANS - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
ESPP | ||||
Multiemployer Plans [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, purchase price of common stock, percent | 85% | |||
Maximum number of shares purchased in offering period (in shares) | 500 | |||
Maximum value of common stock purchased during period under ESPP | $ 10 | |||
Expense related to ESPP | $ 1,000 | $ 1,000 | 4,000 | $ 3,000 |
Multiemployer Plans | ||||
Multiemployer Plans [Line Items] | ||||
Contributions to multiemployer plans | 25,000 | 26,000 | 75,000 | 77,000 |
Profit Sharing Plan | ||||
Multiemployer Plans [Line Items] | ||||
Expense recognized | $ 4,000 | $ 4,000 | $ 14,000 | $ 10,000 |
RELATED-PARTY TRANSACTIONS - Ad
RELATED-PARTY TRANSACTIONS - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jan. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Common stock dividends (in shares) | 413,135 | 584,584 | ||||
Royal Oak Enterprises | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue | $ 1 | $ 3 | ||||
Series B Preferred Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued and sold (in shares) | 800,000 | |||||
Preferred stock, dividend percentage | 5.50% | 5.50% | ||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Aggregate purchase price | $ 800 | |||||
Series B Preferred Stock | Viking Purchasers | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock dividends (in shares) | 103,283 | 184,754 | 337,103 | 486,234 | ||
Number of shares issued and sold (in shares) | 200,000 | |||||
Series B Preferred Stock | Viking Purchasers | Minimum | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of outstanding stock owned by related party under agreement | 5% | |||||
Mariposa Acquisition I V L L C | ||||||
Related Party Transaction [Line Items] | ||||||
Advisory services fees payable | $ 1 | $ 1 | $ 3 | $ 3 | ||
Preferred Stock | Mariposa Acquisition I V L L C | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock dividends (in shares) | 7,539,697 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding liability for environmental obligation including asset retirement obligations | $ 17 | $ 16 |
SHAREHOLDERS' EQUITY AND REDE_2
SHAREHOLDERS' EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK - Additional Information (Detail) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2023 USD ($) tradingDay $ / shares shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Class of Stock [Line Items] | ||||||
Stock repurchase program, authorized amount | $ | $ 250 | $ 250 | ||||
Repurchases of common stock (in shares) | 656,489 | 738,572 | 1,626,493 | 1,951,332 | ||
Repurchases of common stock, value | $ | $ 18 | $ 11 | $ 41 | $ 33 | ||
Stock repurchase program, remaining authorized amount | $ | $ 166 | $ 166 | ||||
Series A Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares issued (in shares) | 4,000,000 | 4,000,000 | 4,000,000 | 4,000,000 | ||
Preferred stock, shares outstanding (in shares) | 4,000,000 | 4,000,000 | 4,000,000 | 4,000,000 | ||
Preferred shares convertible into common share, conversion ratio | 1 | |||||
Percentage of annual dividend rate | 20% | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Series B Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares issued (in shares) | 800,000 | 800,000 | 800,000 | 800,000 | ||
Preferred stock, shares outstanding (in shares) | 800,000 | 800,000 | 800,000 | 800,000 | ||
Aggregate purchase price | $ | $ 800 | |||||
Number of shares issued and sold (in shares) | 800,000 | |||||
Percentage of annual dividend rate | 5.50% | 5.50% | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Liquidation preference per share (in dollars per share) | $ / shares | $ 24.60 | 24.60 | ||||
Weighted average price of common stock (in dollars per share) | $ / shares | $ 36.90 | |||||
Number of trading days | tradingDay | 15 | |||||
Dividends issued as shares, value | $ | $ 11 | $ 11 | $ 11 | $ 22 | $ 33 | |
Preferred share dividend (in shares) | 584,584 | 413,135 | 739,015 | 935,285 | 1,944,939 |
EARNINGS PER SHARE - Summary of
EARNINGS PER SHARE - Summary of Computation Earnings Per Common Share Using Two Class Method (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Net income | $ 54 | $ 48 | $ 26 | $ 28 | $ 30 | $ (7) | $ 128 | $ 51 |
Less stock dividend attributable to Series B Preferred Stock | (11) | (11) | (33) | (33) | ||||
Net income attributable to common shareholders | $ 35 | $ 13 | $ 75 | $ 14 | ||||
Weighted average shares outstanding - basic (in shares) | 235,418,566 | 233,605,429 | 234,996,055 | 232,982,467 | ||||
Income per common share - basic (in dollars per share) | $ 0.15 | $ 0.06 | $ 0.32 | $ 0.06 | ||||
Diluted earnings per common share: | ||||||||
Net income (loss) | $ 54 | $ 48 | $ 26 | $ 28 | $ 30 | $ (7) | $ 128 | $ 51 |
Less stock dividend attributable to Series B Preferred Stock | (11) | (11) | (33) | (33) | ||||
Net income attributable to common shareholders - diluted | $ 39 | $ 15 | $ 85 | $ 16 | ||||
Weighted average shares outstanding - basic (in shares) | 235,418,566 | 233,605,429 | 234,996,055 | 232,982,467 | ||||
Dilutive securities: | ||||||||
Restricted stock units, warrants, and stock options (in shares) | 420,465 | 336,325 | 308,745 | 357,350 | ||||
Shares issuable upon conversion of Series B Preferred Shares (in shares) | 32,520,000 | 32,520,000 | 32,520,000 | 32,520,000 | ||||
Shares issuable pursuant to the Series A Preferred Stock dividend (in shares) | 1,679,291 | 0 | 1,099,296 | 0 | ||||
Weighted average shares outstanding - diluted (in shares) | 270,038,322 | 266,461,754 | 268,924,096 | 265,859,817 | ||||
Income per common share - diluted (in dollars per share) | $ 0.15 | $ 0.06 | $ 0.32 | $ 0.06 | ||||
Series A Preferred Stock | ||||||||
Dilutive securities: | ||||||||
Percentage of annual dividend rate | 20% | |||||||
Annual dividend shares preferred stock (in shares) | 141,194,638 | 141,194,638 | ||||||
Series A Preferred Stock | ||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Less income allocable to Preferred Stock | $ (4) | $ (2) | $ (10) | $ (2) | ||||
Diluted earnings per common share: | ||||||||
Less income allocable to Series A Preferred Stock | $ (4) | $ (2) | $ (10) | $ (2) | ||||
Dilutive securities: | ||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,000,000 | 4,000,000 | 4,000,000 | 4,000,000 | ||||
Dividend price per share (in dollars per share) | $ 24.3968 | $ 24.3968 | ||||||
Series B Preferred Stock | ||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Less income allocable to Preferred Stock | $ (4) | $ (2) | $ (10) | $ (2) |
SEGMENT INFORMATION - Additiona
SEGMENT INFORMATION - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2023 country segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Number of countries segments derive | country | 20 |
SEGMENT INFORMATION - Summary o
SEGMENT INFORMATION - Summary of Reconciliation Operating Income to EBITDA (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenues | $ 1,784 | $ 1,735 | $ 5,169 | $ 4,855 | |
EBITDA Reconciliation | |||||
Operating income (loss) | 104 | 61 | 284 | 113 | |
Plus: | |||||
Investment income and other, net | 4 | 3 | 9 | 5 | |
Non-service pension benefit | 3 | 10 | 9 | 32 | |
Gain (loss) on extinguishment of debt, net | 0 | 5 | (3) | 5 | |
Depreciation | 21 | 22 | 59 | 60 | |
Amortization | 56 | 51 | 167 | 165 | |
EBITDA | 188 | 152 | 525 | 380 | |
Total assets | 7,949 | 7,941 | 7,949 | 7,941 | $ 8,091 |
Capital expenditures | 18 | 26 | 64 | 60 | |
Safety Services | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenues | 1,217 | 1,154 | 3,633 | 3,374 | |
EBITDA Reconciliation | |||||
Operating income (loss) | 98 | 60 | 292 | 186 | |
Plus: | |||||
Investment income and other, net | 2 | 1 | 2 | 2 | |
Non-service pension benefit | 3 | 10 | 9 | 32 | |
Gain (loss) on extinguishment of debt, net | 0 | 0 | 0 | ||
Depreciation | 8 | 8 | 21 | 20 | |
Amortization | 42 | 37 | 125 | 120 | |
EBITDA | 153 | 116 | 449 | 360 | |
Total assets | 5,983 | 5,879 | 5,983 | 5,879 | |
Capital expenditures | 5 | 5 | 19 | 16 | |
Specialty Services | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenues | 569 | 590 | 1,554 | 1,520 | |
EBITDA Reconciliation | |||||
Operating income (loss) | 43 | 45 | 84 | 70 | |
Plus: | |||||
Investment income and other, net | 1 | 2 | 6 | 5 | |
Non-service pension benefit | 0 | 0 | 0 | 0 | |
Gain (loss) on extinguishment of debt, net | 0 | 0 | 0 | ||
Depreciation | 13 | 12 | 37 | 35 | |
Amortization | 13 | 14 | 39 | 43 | |
EBITDA | 70 | 73 | 166 | 153 | |
Total assets | 1,315 | 1,357 | 1,315 | 1,357 | |
Capital expenditures | 10 | 16 | 41 | 37 | |
Corporate and Eliminations | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenues | (2) | (9) | (18) | (39) | |
EBITDA Reconciliation | |||||
Operating income (loss) | (37) | (44) | (92) | (143) | |
Plus: | |||||
Investment income and other, net | 1 | 1 | (2) | ||
Gain (loss) on extinguishment of debt, net | 5 | (3) | 5 | ||
Depreciation | 2 | 1 | 5 | ||
Amortization | 1 | 3 | 2 | ||
EBITDA | (35) | (37) | (90) | (133) | |
Total assets | 651 | 705 | 651 | 705 | |
Capital expenditures | $ 3 | $ 5 | $ 4 | $ 7 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Oct. 11, 2023 | Sep. 30, 2023 | Oct. 03, 2023 | |
2019 Term Loan | |||
Subsequent Event [Line Items] | |||
Repayments of debt | $ 100 | ||
Total debt obligations | 1,027 | ||
2021 Term Loan | |||
Subsequent Event [Line Items] | |||
Repayments of debt | 100 | ||
Total debt obligations | $ 985 | ||
Subsequent Event | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||
Subsequent Event [Line Items] | |||
Sale of company in Specialty Services segment, consideration | $ 37 | ||
Subsequent Event | 2019 Term Loan | |||
Subsequent Event [Line Items] | |||
Basis points | 0.25% | ||
2019 term loan, amount extended | $ 422 | ||
Subsequent Event | 2019 Term Loan | Term loan facility | |||
Subsequent Event [Line Items] | |||
Repayments of debt | 100 | ||
Total debt obligations | $ 505 | ||
Subsequent Event | 2021 Term Loan | |||
Subsequent Event [Line Items] | |||
Basis points | 0.25% | ||
Subsequent Event | 2021 Term Loan | Term loan facility | |||
Subsequent Event [Line Items] | |||
Total debt obligations | $ 1,407 |