Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 21, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4.1 | ||
Entity Common Stock, Shares Outstanding | 244,154,359 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for the 2024 Annual Meeting of Stockholders, which is to be filed no later than 120 days after December 31, 2023, are incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0001796209 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 185 |
Auditor Name | KPMG LLP |
Auditor Location | Minneapolis, Minnesota |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 479 | $ 605 |
Accounts receivable, net of allowances of $5 and $3 at December 31, 2023 and December 31, 2022, respectively | 1,395 | 1,313 |
Inventories | 150 | 163 |
Contract assets | 436 | 459 |
Prepaid expenses and other current assets | 122 | 112 |
Total current assets | 2,582 | 2,652 |
Property and equipment, net | 385 | 407 |
Operating lease right of use assets | 233 | 222 |
Goodwill | 2,471 | 2,382 |
Intangible assets, net | 1,620 | 1,784 |
Deferred tax assets | 113 | 108 |
Pension and post-retirement assets | 111 | 392 |
Other assets | 75 | 144 |
Total assets | 7,590 | 8,091 |
Current liabilities: | ||
Short-term and current portion of long-term debt | 5 | 206 |
Accounts payable | 472 | 490 |
Contingent consideration and compensation liabilities | 22 | 27 |
Accrued salaries and wages | 363 | 337 |
Contract liabilities | 526 | 463 |
Operating and finance leases | 75 | 73 |
Other accrued liabilities | 344 | 325 |
Total current liabilities | 1,807 | 1,921 |
Long-term debt, less current portion | 2,322 | 2,583 |
Pension and post-retirement obligations | 50 | 40 |
Contingent consideration and compensation liabilities | 11 | 6 |
Operating and finance leases | 172 | 166 |
Deferred tax liabilities | 233 | 340 |
Other noncurrent liabilities | 127 | 111 |
Total liabilities | 4,722 | 5,167 |
Commitments and contingencies (Note 18) | 0 | 0 |
Mezzanine equity: | ||
5.5% Series B Redeemable Convertible Preferred Stock, $0.0001 par value, 800,000 authorized shares, issued and outstanding at December 31, 2023 and 2022, respectively, 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 December 31, 2023 and 2022 | 0 | 0 |
Common stock; $0.0001 par value, 500,000,000 authorized shares, 235,575,316 shares and 233,403,912 shares issued at December 31, 2023 and 2022, respectively (excluding 8,281,148 and 584,584 shares declared for stock dividend at December 31, 2023 and 2022, respectively) | 0 | 0 |
Additional paid-in capital | 2,572 | 2,558 |
Accumulated deficit | (11) | (164) |
Accumulated other comprehensive loss | (490) | (267) |
Total shareholders’ equity | 2,071 | 2,127 |
Total liabilities, redeemable convertible preferred stock, and shareholders’ equity | $ 7,590 | $ 8,091 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts receivable, net of allowances | $ 5 | $ 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 issued (in shares) | 235,575,316 | 233,403,912 |
Dividends declared (in shares) | 8,281,148 | 584,584 |
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 |
Aggregate liquidation preference | $ 840 | $ 840 |
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 issued (in shares) | 4,000,000 | 4,000,000 |
Preferred stock outstanding (in shares) | 4,000,000 | 4,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Net revenues | $ 6,928 | $ 6,558 | $ 3,940 |
Cost of revenues | 4,988 | 4,844 | 3,001 |
Gross profit | 1,940 | 1,714 | 939 |
Selling, general, and administrative expenses | 1,581 | 1,552 | 803 |
Operating income | 359 | 162 | 136 |
Interest expense, net | 145 | 125 | 60 |
Loss (gain) on extinguishment of debt, net | 7 | (5) | 9 |
Non-service pension benefit | (12) | (42) | 0 |
Investment income and other, net | (13) | (9) | (12) |
Other expense, net | 127 | 69 | 57 |
Income before income taxes | 232 | 93 | 79 |
Income tax provision | 79 | 20 | 32 |
Net income | 153 | 73 | 47 |
Net (loss) income attributable to common shareholders: | |||
Accrued stock dividend on Series A Preferred Stock | (270) | 0 | (184) |
Stock dividend on Series B Preferred Stock | (44) | (44) | 0 |
Net (loss) income attributable to common shareholders | $ (161) | $ 29 | $ (137) |
Net (loss) income per common share: | |||
Basic (in dollars per share) | $ (0.68) | $ 0.10 | $ (0.67) |
Diluted (in dollars per share) | $ (0.68) | $ 0.10 | $ (0.67) |
Weighted average shares outstanding: | |||
Basic (in shares) | 235,136,849 | 233,201,569 | 206,000,000 |
Diluted (in shares) | 235,136,849 | 266,080,747 | 206,000,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 153 | $ 73 | $ 47 |
Other comprehensive (loss) income: | |||
Fair value change - derivatives, net of tax benefit (expense) of $8, ($11), and $(9), respectively | (24) | 62 | 25 |
Defined benefit pension plans adjustment, net of tax expense of $81, $55, and $0, respectively | (244) | (165) | 0 |
Foreign currency translation adjustment | 61 | (164) | (11) |
Comprehensive (loss) income | $ (54) | $ (194) | $ 61 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Derivatives, tax (expense) benefit | $ 8 | $ (11) | $ (9) |
Defined benefit pension plans adjustment, tax expense | $ 81 | $ 55 | $ 0 |
Consolidated Statements of Shar
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, 2020 | 4,000,000 | 168,052,024 | |||||||
Beginning balance at Dec. 31, 2020 | $ 1,558 | $ 0 | $ 0 | $ 1,856 | $ (284) | $ (14) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 47 | 47 | |||||||
Fair value change - derivatives | 25 | 25 | |||||||
Foreign currency translation adjustment | (11) | (11) | |||||||
Pension plans adjustment | 0 | ||||||||
Preferred stock dividend (in shares) | 12,447,912 | ||||||||
Issuance of common shares (in shares) | 22,716,049 | ||||||||
Issuance of common shares | 446 | 446 | |||||||
Warrants exercised (in shares) | 19,994,203 | ||||||||
Warrants exercised | 230 | 230 | |||||||
Profit sharing plan contributions (in shares) | 630,109 | ||||||||
Profit sharing plan contributions | 13 | 13 | |||||||
Share-based compensation and other, net (in shares) | 784,896 | ||||||||
Share-based compensation and other, net | 15 | 15 | |||||||
Ending balance (in shares) at Dec. 31, 2021 | 4,000,000 | 224,625,193 | |||||||
Ending balance at Dec. 31, 2021 | 2,323 | $ 0 | $ 0 | 2,560 | (237) | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 73 | 73 | |||||||
Fair value change - derivatives | 62 | 62 | |||||||
Foreign currency translation adjustment | (164) | (164) | |||||||
Pension plans adjustment | (165) | (165) | |||||||
Preferred stock dividend (in shares) | 1,944,939 | 7,539,697 | 1,944,939 | ||||||
Share repurchases (in shares) | (2,505,723) | ||||||||
Share repurchases | (44) | (44) | |||||||
Profit sharing plan contributions (in shares) | 622,655 | ||||||||
Profit sharing plan contributions | 13 | 13 | |||||||
Share-based compensation and other, net (in shares) | 1,177,151 | ||||||||
Share-based compensation and other, net | 29 | 29 | |||||||
Ending balance (in shares) at Dec. 31, 2022 | 4,000,000 | 233,403,912 | |||||||
Ending balance at Dec. 31, 2022 | 2,127 | $ 0 | $ 0 | 2,558 | (164) | (267) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 153 | 153 | |||||||
Fair value change - derivatives | (24) | (24) | |||||||
Foreign currency translation adjustment | 61 | 61 | |||||||
Pension plans adjustment | (244) | (244) | |||||||
Gain on dedesignated derivatives amortized from AOCI into income | (16) | (16) | |||||||
Preferred stock dividend (in shares) | 1,348,420 | 1,933,004 | |||||||
Share repurchases (in shares) | (1,626,493) | ||||||||
Share repurchases | (41) | (41) | |||||||
Profit sharing plan contributions (in shares) | 631,194 | ||||||||
Profit sharing plan contributions | 14 | 14 | |||||||
Share-based compensation and other, net (in shares) | 1,233,699 | ||||||||
Share-based compensation and other, net | 41 | 41 | |||||||
Ending balance (in shares) at Dec. 31, 2023 | 4,000,000 | 235,575,316 | |||||||
Ending balance at Dec. 31, 2023 | $ 2,071 | $ 0 | $ 0 | $ 2,572 | $ (11) | $ (490) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 153 | $ 73 | $ 47 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 79 | 77 | 75 |
Amortization | 224 | 227 | 127 |
Restructuring charges, net of cash paid | 9 | 22 | 0 |
Deferred taxes | (32) | (47) | 6 |
Share-based compensation expense | 29 | 18 | 12 |
Profit-sharing expense | 19 | 15 | 15 |
Non-cash lease expense | 88 | 67 | 31 |
Net periodic pension benefit | (8) | (35) | 0 |
Loss (gain) on extinguishment of debt, net | 7 | (5) | 9 |
Other, net | 0 | 3 | 7 |
Pension contributions | (4) | (34) | 0 |
Changes in operating assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable | (69) | (148) | (99) |
Contract assets | 26 | (69) | (73) |
Inventories | 13 | (30) | (2) |
Prepaid expenses and other current assets | (14) | (1) | 4 |
Accounts payable | (14) | 71 | 78 |
Accrued liabilities and income taxes payable | 42 | 47 | 15 |
Contract liabilities | 51 | 71 | 19 |
Other assets and liabilities | (85) | (52) | (89) |
Net cash provided by operating activities | 514 | 270 | 182 |
Cash flows from investing activities: | |||
Acquisitions, net of cash acquired | (83) | (2,839) | (86) |
Purchases of property and equipment | (86) | (79) | (55) |
Proceeds from sales of property, equipment, held for sale assets, and businesses | 54 | 17 | 20 |
Net cash used in investing activities | (115) | (2,901) | (121) |
Cash flows from financing activities: | |||
Proceeds from long-term borrowings | 0 | 1,104 | 650 |
Payments on long-term borrowings | (484) | (34) | (321) |
Repurchases of long-term borrowings | 0 | (30) | 0 |
Payments of debt issuance costs | 0 | (29) | (11) |
Repurchases of common stock | (41) | (44) | 0 |
Proceeds from equity issuances | 0 | 797 | 676 |
Payments of acquisition-related consideration | (4) | (5) | (74) |
Restricted shares tendered for taxes | (3) | (3) | (3) |
Net cash (used in) provided by financing activities | (532) | 1,756 | 917 |
Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash | 6 | (9) | (2) |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (127) | (884) | 976 |
Cash, cash equivalents, and restricted cash, beginning of period | 607 | 1,491 | 515 |
Cash, cash equivalents, and restricted cash, end of period | 480 | 607 | 1,491 |
Supplemental cash flow disclosures: | |||
Cash paid for interest, net of interest income | 150 | 120 | 41 |
Cash paid for income taxes, net of refunds | 95 | 43 | 66 |
Accrued consideration | 11 | 1 | 18 |
Shares of common stock issued to profit sharing plan | $ 14 | $ 13 | $ 13 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | NATURE OF BUSINESSAPi Group Corporation (the “Company”, “APG”, or "APi Group") is a global, market-leading business services provider of safety and specialty services in over 500 locations worldwide. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The accompanying consolidated financial statements (the “Financial Statements”) include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Investments in entities over which the Company has significant influence but not control are accounted for using the equity method of accounting. These investments are initially recorded at cost and subsequently adjusted based on the Company’s proportionate share of earnings, losses, and distributions from each entity. Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates include the estimation of total contract costs used for net revenues and cost recognition from construction contracts, fair value estimates included in the accounting for acquisitions, valuation of long-lived assets and acquisition-related contingent consideration, self-insurance liabilities, income taxes, and the estimated effects of litigation and other contingencies. Foreign currency and currency translation The assets and liabilities of foreign subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars at exchange rates in effect at year-end, with resulting translation gains or losses included within other comprehensive income or loss. Net revenues and expenses are translated into U.S. dollars at average monthly rates of exchange in effect during the year. Foreign currency transaction gains and losses, including hedging impacts, are classified in investment income and other, net, in the consolidated statements of operations and were a gain (loss) of $1, $(2) and $(3) for the years ended December 31, 2023, 2022, and 2021, respectively. These net foreign currency transaction gains and losses include derivative instruments designed to reduce foreign currency exchange rate risks. Refer to Note 10 - "Derivatives" for further information. Translation gains or losses, which are recorded in accumulated other comprehensive loss on the consolidated balance sheets, result from translation of the assets and liabilities of APi Group’s foreign subsidiaries into U.S. dollars. Foreign currency translation gains (losses) totaled approximately $61, $(164), and $(11) for the years ended December 31, 2023, 2022, and 2021, respectively. Nearly all of the Company’s foreign operations use their local currency as their functional currency. Currency gains or losses resulting from transactions executed in currencies other than the functional currency are included in investment income and other, net, in the consolidated statements of operations. Cash and cash equivalents The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Restricted cash is reported as other current assets in the consolidated balance sheets. Restricted cash reflects collateral against certain bank guarantees. Fair value of financial instruments The financial instruments of the Company include cash and cash equivalents, accounts receivable, accounts payable, contingent consideration and compensation liabilities, and debt obligations. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market as of the measurement date. ASC Topic 820, Fair Value Measurements , provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to and is composed of the following levels: 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. The carrying values of cash and cash equivalents, accounts receivable, contract assets, other receivables, accounts payable, contingent compensation liabilities, accrued liabilities, and contract liabilities approximate their fair values because of their short maturity. The fair value of the Company’s revolving line of credit facilities and long-term debt are based on current lending rates for similar borrowings, assuming the debt is outstanding through maturity, and considering the collateral. The carrying values of revolving line of credit facilities approximate their fair values because the variable interest rates of these instruments are generally reset monthly. The fair value of the Company's debt is estimated by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The fair value of the Company’s derivative instruments designated as hedge instruments are determined using standard pricing models and market-based assumptions for all significant inputs, such as yield curves and quoted spot and forward exchange rates. The fair value of the Company’s contingent consideration obligations is determined using a probability-weighted discounted cash flow method. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. Inventories Inventories consist primarily of wholesale insulation products, contracting materials and supplies. Inventories are valued at the lower of cost or net realizable value. Property and equipment Property and equipment, including additions, replacements, and improvements is stated at cost or fair value for assets acquired in a business combination, less accumulated depreciation. Expenditures for maintenance and repairs are charged to operating expenses as incurred unless such expenditures extend the life of the asset or increase its capacity or efficiency. Depreciation expense is recognized over the estimated useful lives of the assets using the straight-line method. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improvements. Upon sale or disposition of property and equipment, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheets and any resulting gain or loss is recognized in the consolidated statements of operations. Leases The Company’s lease portfolio mainly consists of facilities, equipment, and vehicles. Operating lease assets represent the Company’s right to use an underlying asset for the lease term whereas lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term (or at fair values in the case of those leases assumed in an acquisition). As most of the Company’s leases do not provide an implicit rate, the Company uses incremental borrowing rates that are based on its own external unsecured borrowing rates and are risk-adjusted to approximate secured borrowing rates over similar terms. These rates are assessed on a quarterly basis for measurement of new lease obligations. The operating lease assets are calculated based on the value of the lease liability plus prepaid rental payments less lease incentives that the Company expects to receive. Leases with an initial term of less than one year are not recorded on the Company’s consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the lease term. Many leases include one or more options to renew, with renewal terms that can extend the lease term for several years. The exercise of lease renewal options is generally at the Company’s sole discretion. Certain leases also include options to purchase the leased assets. The Company's lease terms include these renewal or purchase options when it is reasonably certain that those options will be exercised. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements contain lease and non-lease components, which are accounted for as a single lease component for all asset classes except for certain asset classes within its information technology arrangements. Operating lease right of use assets are reported as separate lines in the consolidated balance sheets. Finance leases are generally those leases that allow the Company to substantially utilize or pay for the entire asset over its estimated life. For finance leases, the Company recognizes more expense in the initial years of total lease expense recognition due to the accretion of the lease liability and the straight-line amortization of the leased asset. Assets acquired under finance leases are recorded in property and equipment, net. Goodwill impairment Goodwill represents the excess of cost over the fair market value of net tangible and identifiable intangible assets of acquired businesses. The Company has recorded goodwill in connection with its historical acquisitions of businesses. Upon acquisition, these businesses were either combined into one of the existing components or managed on a stand-alone basis as an individual component. The components are aligned to one of the Company’s two reportable segments, Safety Services or Specialty Services. Goodwill is required to be evaluated for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available. Management identifies its reporting units by assessing whether components have discrete financial information available, engage in business activities, and have a segment manager regularly review the component’s operating results. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment test. Goodwill is not amortized but instead is annually tested for impairment on October 1 each fiscal year, or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. Qualitative indicators that may trigger the need for annual or interim quantitative impairment testing include, among other things, deterioration in macroeconomic conditions, declining financial performance, deterioration in the operational environment, or an expectation of selling or disposing of a portion of a reporting unit. Additionally, a significant change in business climate, a loss of a significant customer, increased competition, a sustained decrease in share price, or a decrease in estimated fair value below book value may trigger the need for interim impairment testing of goodwill associated with one or more reporting units. Accounting standards for testing goodwill for impairment require the application of either a qualitative or quantitative assessment to analyze whether or not goodwill has been impaired. The Company performs the qualitative analysis by evaluating financial performance, macroeconomic conditions, and industry trends. Under the quantitative assessment, the Company evaluates each reporting unit for impairment comparing the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recorded as a reduction to goodwill with a corresponding change to earnings in the period the goodwill is determined to be impaired. Any goodwill impairment is limited to the total amount of goodwill allocated to that reporting unit. For the Heating, Ventilation and Air Conditioning ("HVAC"), Infrastructure/Utility, Fabrication and Specialty Contracting reporting units, the Company performs a qualitative assessment to analyze whether or not goodwill has been impaired. For the quantitative analysis performed on the Life Safety reporting unit, the Company determines the fair value of the reporting unit using a combination of the income approach (discounted cash flow method) and market approach (guideline transaction method and guideline public company method). Management weights each of the methods applied to determine the fair value of the reporting unit. Under the discounted cash flow method, the Company determines fair value based on the estimated future cash flows for the reporting unit, discounted to present value using a risk-adjusted industry weighted-average cost of capital, which reflects the overall level of inherent risk for the reporting unit and the rate of return an outside investor would expect to earn. Cash flow projections are derived from budgeted amounts (typically a one-year model) and subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur from a market participant’s standpoint. All cash flow projections by reporting unit are evaluated by management. A terminal value is derived by capitalizing free cash flow into perpetuity. The capitalization rate is derived from the weighted-average cost of capital and the estimated long-term growth rate for each reporting unit. Under the guideline transaction and guideline public company methods, the Company determines the estimated fair value of its reporting unit by applying transaction multiples and public company multiples, respectively, to the reporting unit’s applicable earnings measure. The transaction multiples are based on observed purchase transactions for similar businesses adjusted for size, diversification and risk. The public company multiples are based on peer group multiples adjusted for size, growth, risk and margin. See Note 8 – “Goodwill and Intangibles” for additional detail on goodwill and other intangible assets. Impairment of long-lived assets excluding goodwill The Company periodically reviews the carrying amount of its long-lived asset groups, including property and equipment and other identifiable intangible assets subject to amortization, when events or changes in circumstances indicate the carrying value may not be recoverable. Qualitative indicators that may trigger the need for impairment testing include an expectation of selling or disposing of a business unit. If facts and circumstances support the possibility of impairment, the Company will compare the carrying value of the asset or asset group with the undiscounted future cash flows related to the asset or asset group. If the carrying value of the asset or asset group is greater than its undiscounted cash flows, the resulting impairment will be determined as the difference between the carrying value and the fair value, where fair value is determined for the carrying amount of the specific asset groups based on discounted future cash flows or appraisal of the asset groups. 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 as of December 31, 2023 were immaterial. The Company’s share of earnings from the non-consolidated joint ventures was $7, $3, and $3, during the years ended December 31, 2023, 2022, and 2021, respectively. The earnings are recorded within investment income and other, net in the consolidated statements of operations. The investment balances were $4 and $4 as of December 31, 2023 and 2022, respectively, and are recorded within other assets in the consolidated balance sheets. Pension and post-retirement obligations The Company sponsors both funded and unfunded foreign defined benefit pension plans that cover a portion of the Company's employees. The Company accounts for its benefit plans in accordance with ASC 715, Compensation - Retirement Benefits, which requires balance sheet recognition of the overfunded or underfunded status of pension and post-retirement benefit plans. The amounts associated with these benefits are determined by actuaries and dependent on various actuarial assumptions including discount rates, expected return on plan assets, compensation increases, mortality and health care cost trends. Under this guidance, actuarial gains and losses, prior service costs or credits, and any remaining transition assets or obligations that have not been recognized under previous accounting standards must be recognized in accumulated other comprehensive loss, net of tax effects, until they are amortized as a component of net periodic benefit cost. The Company reviews its actuarial assumptions at each measurement date and makes modifications to the assumptions based on current rates and trends, if appropriate. During 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 insurance contracts, which were 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. The Company's accounting policies related to pension and post-retirement obligations and the buy-in transaction are disclosed in Note 16 - "Pension". Definite-lived intangibles Intangibles consist of trade names and trademarks, customer relationships, and backlog intangibles. The intangibles are amortized over their estimated useful lives, which range from two six Insurance liabilities Other accrued and other noncurrent liabilities include management’s best estimates of amounts expected to be incurred for health insurance claims, workers’ compensation, general liability and automobile liability losses. A portion of this risk is retained on a self-insured basis through Sprocket, the Company's wholly-owned captive insurance subsidiary. The estimates are based on claim reports provided by the insurance carrier, management’s best estimates, and the maximum premium for a policy period. The amounts the Company will ultimately incur could differ in the near-term from the estimated amounts accrued. At December 31, 2023 and 2022, the Company had accrued $98 and $123, respectively, relating to workers’ compensation, general and automobile claims, with $74 and $66, respectively, included in other noncurrent liabilities. The Company recorded a receivable from the insurance carriers of $12 and $11 at December 31, 2023 and 2022, respectively, to offset the liabilities due above the Company’s deductible, which, under contract, are payable by the insurance carrier. The Company has outstanding letters of credit as collateral totaling approximately $137 and $121 at December 31, 2023 and 2022, respectively. The Company had $6 and $7 accrued within accrued salaries and wages relating to outstanding health insurance claims at December 31, 2023 and 2022, respectively. Share-based compensation The Company recognizes share-based compensation over the requisite service period of the awards (usually the vesting period) based on the grant date fair value of awards. An offsetting increase to shareholders’ equity is recorded equal to the amount of the compensation expense charge. For restricted stock grants with performance-based milestones, the expense is valued based on the closing market share price of the Company’s stock on the date of grant and recorded over the service period after the achievement of the milestone is probable or the performance condition is achieved. For restricted stock grants with market-based performance milestones, the grant-date fair value is estimated using a Monte Carlo valuation model. Forfeitures are estimated and recorded using historical forfeiture rates. The Company has an employee stock purchase plan (“ESPP”) under which shares of the Company’s common stock are available for purchase by eligible participants. The plan allows participants to purchase APi Group common stock at 85% of its fair market value at the lower of (i) the date of commencement of the offering period or (ii) the last day of the exercise period, as defined in the plan documents. The fair value of purchases under the Company’s ESPP is estimated using the Black-Scholes option-pricing valuation model. The determination of fair value of stock-based awards using an option-pricing model is affected by the Company’s stock price as well as assumptions pertaining to several variables, including expected stock price volatility, the expected term of the award and the risk-free rate of interest. In the option-pricing model for the Company’s ESPP, expected stock price volatility is based on historical volatility of the Company’s common stock. The expected term of the award is based on historical and expected exercise patterns and the risk-free rate of interest is based on U.S. Treasury yields. Earnings per share Basic earnings per common share excludes dilution and is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. The Company has determined that its Series A Preferred Stock and Series B Preferred Stock are participating securities as the Series A Preferred Stock and Series B Preferred Stock participate in dividends with common stock according to a predetermined formula. Accordingly, the Company used the two-class method of computing basic and diluted earnings per share for common stock according to participation rights of the Series A Preferred Stock and Series B Preferred Stock. Under this method, net income applicable to holders of common stock is first reduced by the amount of dividends declared on Series A Preferred Stock and Series B Preferred Stock in the current period with remaining undistributed earnings allocated on a pro rata basis to the holders of common stock, Series A Preferred Stock, and Series B Preferred Stock to the extent that each class may share income for the period; whereas undistributed net loss is allocated to common stock because holders of Series A Preferred Stock and Series B Preferred Stock are not contractually obligated to share the loss. Revenue recognition and contract costs Refer to Note 7 – “Net Revenues”, for further discussion on the Company’s revenue recognition policies. Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more-likely-than-not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties relating to unrecognized tax benefits and penalties in income tax expense. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS Accounting standards issued and adopted In August 2023, the FASB issued Accounting Standards Update (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. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The ASU expands segment disclosures by requiring disclosure of significant segment expenses that are regularly reviewed by the Chief Operating Decision Maker (the "CODM") and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023-07 is effective for the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this ASU on its consolidated financial statements and disclosures, but does not expect the impact to be material. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU focuses on the rate reconciliation and income taxes paid. ASU 2023-09 requires the Company to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [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 and identifiable intangible assets acquired and liabilities assumed. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Purchase 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 preparation of critical assumptions and calculations of the fair value of acquired tangible and intangible assets in connection with significant acquisitions. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed is recorded as goodwill. Goodwill is attributable to the workforce of the acquired businesses, the complementary strategic fit and resulting synergies these businesses bring to existing operations, and the opportunities in new markets expected to be achieved from the expanded platform. 2023 Acquisitions On June 30, 2023, the Company completed an acquisition included within the Safety Services segment ("Acquisition A23"). The results of the A23 business are reported within the Company's Safety Services segment. Consideration for Acquisition A23 included cash paid at closing of $30, cash deposited into escrow for future deferred payments of $5, and accrued consideration of $3. On December 29, 2023, the Company completed an acquisition included within the Safety Services segment ("Acquisition B23"). The results of the B23 business are reported within the Company's Safety Services segment. Consideration for Acquisition B23 included cash paid at closing of $27 and accrued consideration of $5. During 2023, the Company completed five individually immaterial acquisitions for aggregate consideration transferred of $24, made up of cash paid at closing of $22 and accrued consideration of $2. The results of operations of these acquisitions are included in the Company’s consolidated statements 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 $47. See Note 8 – “Goodwill and Intangibles” for the provisional goodwill assigned to each segment. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the dates of acquisition: Acquisition A23 Acquisition B23 Other 2023 acquisitions Cash paid at closing $ 30 $ 27 $ 22 Cash deposited into escrow 5 — — Accrued consideration 3 5 2 Total net consideration $ 38 $ 32 $ 24 Cash and cash equivalents — 1 — Accounts receivable 8 7 — Contract assets 1 2 — Other current assets — 2 1 Intangible assets 13 12 9 Goodwill 19 12 16 Other accrued liabilities — (2) — Contract liabilities (3) (2) (2) Net assets acquired $ 38 $ 32 $ 24 2022 Chubb Acquisition During 2022, the Company completed the acquisition of 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. During 2022, the Company incurred transaction costs of $24, which were expensed and included as a component of selling, general, and administrative expenses in the consolidated statements of operations. The Chubb Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations . The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values, with the exception of the following: (1) pre-acquisition contingencies which are recognized and measured in accordance with ASC 450, Contingencies , if fair value cannot be determined; (2) deferred income tax assets acquired and liabilities assumed are recognized and measured in accordance with ASC 740, Income Taxes ; (3) pensions and other post-retirement benefits other than pensions are recognized and measured in accordance with ASC 715, Compensation – Retirement Benefits ; (4) contract assets and liabilities are measured and recognized in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"); and (5) certain lease related assets and liabilities which are measured and recognized in accordance with ASC 842, Leases ("ASC 842"). 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 The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The Company has assigned final goodwill of $1,367 to its Safety Services reportable segment (see Note 8 - "Goodwill and Intangibles"). Based on U.S. income tax principles related to acquisitions of non-U.S. entities, the Company does not expect any of the amount of goodwill to be deductible for U.S. income tax purposes. Intangible assets The Company has identified the following significant intangible assets: customer relationships, trade names and trademarks, and contractual backlog. As of the effective date of the Chubb Acquisition, identifiable intangible assets are required to be measured at fair value, and these assets could include assets that are not intended to be used or sold or that are intended to be used in a manner other than their highest and best use. For purposes of these consolidated financial statements, the fair value and weighted-average useful lives of these intangible assets have been estimated using variations of the income approach. Specifically, the excess earnings method was utilized to estimate the fair value of the customer relationships and the contractual backlog. The relief from royalty method was utilized to estimate the fair value of the trade names and trademarks. Significant inputs used to value these intangible assets include projections of future cash flows, long-term growth rates, customer attrition rates, discount rates, royalty rates, and applicable income tax rates. The following table summarizes the fair value of the identifiable intangible assets: Customer relationships $ 695 Trade names and trademarks 450 Contractual backlog 55 Total intangibles $ 1,200 The estimated useful lives over which the intangible assets will be amortized are as follows: customer relationships (fifteen years), trade names and trademarks (fifteen years), and contractual backlog (two years). The results of operations for the Chubb business are included in the consolidated financial statements of the Company from the date of acquisition. 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 $9 and $19 at December 31, 2023 and 2022, respectively. The maximum payout of these arrangements upon completion of the future performance periods was $15 and $25, inclusive of the $9 and $19, accrued as of December 31, 2023 and 2022, respectively. The contingent compensation liability is included in contingent consideration and compensation liabilities in the 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 9 - "Fair Value of Financial Instruments." The total liability for deferred payments was $17 and $9 at December 31, 2023 and 2022, respectively, and is included in contingent consideration and compensation liabilities in the consolidated balance sheets for all periods presented. |
DIVESTITURES
DIVESTITURES | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DIVESTITURES | DIVESTITURES During 2023, the Company completed the divestiture of an infrastructure/utility operating company in the Specialty Services segment (the "Operating Company"). The Company received $38 in cash for the sale. During the year ended December 31, 2023, the Company recorded an impairment charge of $12 in selling, general, and administrative expenses in the consolidated statements of operations related to impairment of goodwill, intangible assets, and other assets of the Operating Company. |
RESTRUCTURING
RESTRUCTURING | 12 Months Ended |
Dec. 31, 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 2025. During 2023, the Company incurred pre-tax restructuring costs within the Safety Services segment of $37 in connection with the Chubb restructuring program. Since the Chubb Acquisition, the Company has incurred aggregate restructuring costs of $67. As of December 31, 2023, the Company had $32 in restructuring liabilities recorded in other accrued liabilities on the consolidated balance sheets for this plan. In addition, the Company has incurred $9 of related costs which include lease impairment charges, asset write-downs, and consulting fees. In total, the Company estimates that it will recognize approximately $125 of restructuring and other costs related to the Chubb restructuring program by the end of fiscal year 2025. 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 2023 restructuring program for the years ended December 31, 2023 and 2022: Employee termination benefits Program related costs Asset write-downs Total December 31, 2021 $ — $ — $ — $ — Charges 30 — — 30 Payments (8) — — (8) Currency translation adjustment — — — — December 31, 2022 $ 22 $ — $ — $ 22 Charges 37 3 6 46 Payments (27) (3) — (30) Reversals (1) — — (1) Currency translation adjustment 1 — — 1 December 31, 2023 $ 32 $ — $ 6 $ 38 |
NET REVENUES
NET REVENUES | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
NET REVENUES | NET REVENUES Under ASC 606, revenue is recognized when or as control of promised goods and services is transferred to customers, and the amount of revenue recognized reflects the consideration to which an entity expects to be entitled in exchange for the goods and services transferred. Net revenues are primarily recognized by the Company over time utilizing the cost-to-cost measure of progress. Net revenues recognized at a point in time primarily relate to distribution contracts and short-term time and materials contracts. Contracts with customers The Company derives net revenues primarily from contracts with a duration of less than one week to three years (with the majority of contracts with durations of less than six months) which are subject to multiple pricing options, including fixed price, unit price, time and material, or cost plus a markup. The Company also enters into fixed price service contracts related to monitoring, maintenance, and inspection of safety systems. The Company may utilize subcontractors in the fulfillment of its performance obligations. When doing so, the Company is considered the principal in these transactions and revenues are recognized on a gross basis. Net revenues for fixed price agreements are generally recognized over time using the cost-to-cost method of accounting, which measures progress based on the cost incurred relative to total expected cost in satisfying its performance obligation. The cost-to-cost method is used as it best depicts the continuous transfer of control of goods or services to the customer. Costs incurred include direct materials, labor and subcontract costs, and indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. These contract costs are included in the results of operations under cost of revenues. Labor and subcontractor labor costs are considered to be incurred and recognized as the work is performed. Net revenues from time and material contracts are recognized as the services are provided and is equal to the sum of the contract costs incurred plus an agreed upon markup. Net revenues earned from distribution contracts are recognized upon shipment or performance of the service. The cost estimation process for recognizing net revenues over time under the cost-to-cost method is based on the professional knowledge and experience of the Company’s project managers, engineers, and finance professionals. Management reviews estimates of total contract transaction price and total project costs on an ongoing basis. Changes in job performance, job conditions, and management’s assessment of expected variable consideration are factors that influence estimates of the total contract transaction price, total costs to complete those contracts, and the Company’s profit recognition. Changes in these factors could result in cumulative revisions to net revenues in the period in which the revisions are determined, which could materially affect the Company’s consolidated results of operations for that period. Provisions for estimated losses on uncompleted contracts are recorded in the period in which such estimated losses are determined. The Company disaggregates its net revenues primarily by segment, service type, and country from which revenues are invoiced, as the nature, timing and uncertainty of cash flows are relatively consistent within each of these categories. The following tables provide disclosure of disaggregated net revenues by segment for the years ended December 31, 2023, 2022, and 2021. 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: Year Ended December 31, 2023 Safety Specialty Consolidated Life Safety $ 4,364 $ — $ 4,364 HVAC 507 — 507 Infrastructure/Utility — 1,224 1,224 Fabrication — 202 202 Specialty Contracting — 653 653 Corporate and Eliminations — — (22) Net revenues $ 4,871 $ 2,079 $ 6,928 Year Ended December 31, 2022 Safety Specialty Consolidated Life Safety $ 4,077 $ — $ 4,077 HVAC 498 — 498 Infrastructure/Utility — 1,154 1,154 Fabrication — 253 253 Specialty Contracting — 623 623 Corporate and Eliminations — — (47) Net revenues $ 4,575 $ 2,030 $ 6,558 Year Ended December 31, 2021 Safety Specialty Consolidated Life Safety $ 1,698 $ — $ 1,698 HVAC 382 — 382 Infrastructure/Utility — 1,058 1,058 Fabrication — 244 244 Specialty Contracting — 605 605 Corporate and Eliminations — — (47) Net revenues $ 2,080 $ 1,907 $ 3,940 Year Ended December 31, 2023 Safety Specialty Corporate and Consolidated United States $ 2,322 $ 2,038 $ (22) $ 4,338 France 607 — — 607 Other 1,942 41 — 1,983 Net revenues $ 4,871 $ 2,079 $ (22) $ 6,928 Year Ended December 31, 2022 Safety Specialty Corporate and Consolidated United States $ 2,148 $ 1,961 $ (47) $ 4,062 France 564 — — 564 Other 1,863 69 — 1,932 Net revenues $ 4,575 $ 2,030 $ (47) $ 6,558 Year Ended December 31, 2021 Safety Specialty Corporate and Consolidated United States $ 1,726 $ 1,870 $ (47) $ 3,549 France — — — — Other 354 37 — 391 Net revenues $ 2,080 $ 1,907 $ (47) $ 3,940 The Company’s contracts with its customers generally require significant services to integrate complex activities and equipment into a single deliverable and are, therefore, generally accounted for as a single performance obligation to provide a single contracted service for the duration of the project. For contracts with multiple performance obligations, the transaction price of a contract is allocated to each performance obligation and recognized as net revenues when or as the performance obligation is satisfied using the estimated stand-alone selling price of each distinct good or service. The stand-alone selling price is estimated using the expected cost plus a margin approach for each performance obligation. For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at December 31, 2023 was $2,871. The Company expects to recognize revenue on approximately 84% of the remaining performance obligations over the next twelve months. When more than one contract is entered into with a customer on or close to the same date, management evaluates whether those contracts should be combined and accounted for as a single contract as well as whether those contracts should be accounted for as one, or more than one, performance obligation. This evaluation requires significant judgment and is based on the facts and circumstances of the various contracts. Contracts are often modified through change orders to account for changes in the scope and price of the goods or services being provided. Although the Company evaluates each change order to determine whether such modification creates a separate performance obligation, the majority of change orders are for goods or services that are not distinct within the context of the original contract and, therefore, not treated as a separate performance obligation but rather as a modification of the existing contract and performance obligation. Variable consideration Transaction prices for customer contracts may include variable consideration, which comprises items such as early completion bonuses and liquidated damages provisions. Management estimates variable consideration for a performance obligation utilizing estimation methods believed to best predict the amount of consideration to which the Company will be entitled. Variable consideration is included in the transaction price only to the extent it is probable, in the Company’s judgment, that a significant future reversal in the amount of cumulative revenue recognized under the contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Changes in the estimates of transaction prices are recognized in net revenues on a cumulative catch-up basis in the period in which the revisions to the estimates are made. Such changes in estimates may also result in the reversal of previously recognized net revenues if the ultimate outcome differs from the Company’s previous estimate. For the years ended December 31, 2023, 2022, and 2021, there were no significant reversals of revenues recognized associated with the revision of transaction prices. The Company typically does not incur any returns, refunds or similar obligations after the completion of the performance obligation since any deficiencies are corrected during the course of performance. Contract assets and liabilities The Company typically invoices customers with payment terms of net due in 30 days. It is also common for contracts in the Company's industries to specify a general contractor is not required to submit payments to a subcontractor until it has received those funds from the owner or funding source. In most instances, the Company receives payment of invoices between 30 to 90 days of the date of the invoice. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from the Company’s projects when revenues are recognized under the cost-to-cost measure of progress and exceeds the amounts invoiced to the Company’s customers, as the amounts cannot be billed under the terms of the Company's contracts. In addition, many of the Company’s time and material arrangements are billed in arrears pursuant to contract terms, resulting in the Company recording contract assets as net revenues are recognized in advance of billings. Contract liabilities from the Company’s contracts arise when amounts invoiced to the Company’s customers exceed net revenues recognized under the cost-to-cost measure of progress. Contract liabilities also include advance payments from the Company’s customers on certain contracts. Contract liabilities decrease as the Company recognizes net revenues from the satisfaction of the related performance obligation. The Company utilizes the practical expedient under ASC 606 and does not adjust for a significant financing component if the time between payment and the transfer of the related good or service is expected to be one year or less. The Company’s revenue arrangements are typically accounted for under such expedient as payments are within one year of performance for the Company’s services. As of December 31, 2023 and 2022, none of the Company’s contracts contained a significant financing component. Contact assets and contract liabilities are classified as current in the 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 December 31, 2023, 2022, and 2021 are as follows: Accounts receivable, net of allowances Contract Contract Balance at December 31, 2023 $ 1,395 $ 436 $ 526 Balance at December 31, 2022 1,313 459 463 Balance at December 31, 2021 767 217 243 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 December 31, 2023 and 2022, retentions receivable were $156 and $150, respectively, while the portions that may not be received within one year were $25 and $35, respectively. There were no other significant changes due to business acquisitions or significant changes in estimates of contract progress or transaction price. There were no significant impairments of contract assets recognized during the period. Costs to obtain or fulfill a contract The Company generally does not incur significant incremental costs related to obtaining or fulfilling a contract prior to the start of a project. The Company may incur certain fulfillment costs such as initial design or mobilization costs which are capitalized if: (i) they relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation under the contract, and (iii) are expected to be recovered through revenues generated under the contract. Such costs, which are amortized over the life of the respective project, were not material for any period presented. |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and 2022. The changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2023 and 2022 are as follows: Safety Specialty Total Goodwill as of December 31, 2021 $ 925 $ 181 $ 1,106 Acquisitions 1,372 — 1,372 Foreign currency translation and other, net (1) (96) — (96) Goodwill as of December 31, 2022 2,201 181 2,382 Acquisitions 47 — 47 Impairment of goodwill (2) — (4) (4) Foreign currency translation 46 — 46 Goodwill as of December 31, 2023 $ 2,294 $ 177 $ 2,471 (1) Other includes immaterial measurement period adjustments recorded during the year ended December 31, 2022 related to acquisitions for which the measurement period ended during the year ended December 31, 2022. (2) The Company sold an operating company (See Note 5 - "Divestitures"). Pursuant to the authoritative literature, the Company evaluated the recoverability of the carrying value of the assets and liabilities and recorded a goodwill impairment charge of $4. Intangibles The Company's identifiable intangible assets are comprised of the following as of December 31, 2023 and 2022: December 31, 2023 Weighted Average Remaining Useful Gross Accumulated Net Carrying Amortized intangibles: Contractual backlog 0.5 $ 155 $ (154) $ 1 Customer relationships 9.4 1,552 (518) 1,034 Trade names and trademarks 12.1 722 (137) 585 Total $ 2,429 $ (809) $ 1,620 December 31, 2022 Weighted Average Remaining Useful 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 Approximate annual aggregate amortization expense of the intangible assets for the five years subsequent to December 31, 2023, is as follows: Years ending December 31: 2024 $ 201 2025 201 2026 201 2027 177 2028 107 Thereafter 733 Total $ 1,620 Amortization expense recognized on identifiable intangible assets are as follows: Year Ended December 31, 2023 2022 2021 Cost of revenues $ 27 $ 30 $ 5 Selling, general, and administrative expenses 197 197 122 Total intangible asset amortization expense $ 224 $ 227 $ 127 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [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 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 December 31, 2023 and 2022: Fair Value Measurements at December 31, 2023 Financial assets: Level 1 Level 2 Level 3 Total Derivatives designated as hedge instruments Cash flow hedges - interest rate swaps $ — $ 7 $ — $ 7 Cash flow hedges - cross currency contracts — 10 — 10 Net investment hedges - cross currency contracts — 20 — 20 Fair value hedges - cross currency contracts — 17 — 17 Derivatives not designated as hedge instruments Foreign currency forward contracts — — — — Total $ — $ 54 $ — $ 54 Financial liabilities: Derivatives not designated as hedge instruments Foreign currency forward contracts — — — — Contingent consideration obligations — — (6) (6) Total $ — $ — $ (6) $ (6) 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 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: Year Ended December 31, 2023 2022 2021 Balance at the beginning of the year $ 4 $ 4 $ 7 Issuances 3 — 3 Settlements (1) — (6) Balance at the end of the year $ 6 $ 4 $ 4 Number of open contingent consideration arrangements at the end of the year 2 3 3 Maximum potential payout at the end of the year $ 6 $ 4 $ 5 At December 31, 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 year ended December 31, 2023. Fair value estimates The following table presents the carrying amount and fair value of the Company’s variable and non-variable interest rate debt (instruments defined in Note 13 – “Debt”), including current portion and excluding unamortized debt issuance costs. Fair value is estimated by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The interest rates of the variable interest rate long-term debt instruments are generally reset monthly. During 2023, the Company completed repricing of its 2019 Term Loan and 2021 Term Loan and $422 of the 2019 Term Loan was extended to the 2021 Term Loan. During 2023, the Company also repaid an aggregate amount of $375 and $100 to the 2019 Term Loan and 2021 Term Loan, respectively. December 31, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value 2019 Term Loan $ 330 $ 331 $ 1,127 $ 1,120 2021 Term Loan 1,407 1,407 1,085 1,075 4.125% Senior Notes 337 305 337 284 4.750% Senior Notes 277 257 277 243 |
DERIVATIVES
DERIVATIVES | 12 Months Ended |
Dec. 31, 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 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 consolidated statements of cash flows in the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships. The Company evaluates hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued. The Company is exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts, 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 has been received or pledged related to the underlying derivatives. The following table presents the fair value of derivative instruments: December 31, 2023 December 31, 2022 Outstanding Gross Other Other Outstanding Gross Other Other Notional Amount Noncurrent liabilities Notional Amount Noncurrent liabilities Derivatives designated as hedging instruments: Cash flow hedges: Interest rate swaps $ 1,120 $ 7 $ — $ 1,120 $ 14 $ — Cross currency contracts 120 10 — 120 17 — Foreign currency forward contracts — — — — — — Fair value hedges: Cross currency contracts 721 17 — 721 50 — Net investment hedges: Cross currency contracts 230 20 — 230 32 — Total derivatives designated as hedging instruments $ 2,191 $ 54 $ — $ 2,191 $ 113 $ — Derivatives not designated as hedging instruments: Foreign currency forward contracts 73 — 1 118 — — Total derivatives not designated as hedging instruments $ 73 $ — $ 1 $ 118 $ — $ — Total derivatives $ 2,264 $ 54 $ 1 $ 2,309 $ 113 $ — The following table presents the effect of derivatives on the consolidated statements of operations: Amount of income (expense) recognized in income Location of income (expense) Year ended December 31, Derivatives 2023 2022 2021 Cash flow hedging relationships: Interest rate swaps Interest expense, net $ 32 $ 1 $ (11) Cross currency contracts Investment income and other, net (3) 6 7 Cross currency contracts Interest expense, net 2 2 — Fair value hedging relationships: Cross currency contracts Investment income and other, net (25) 53 — Cross currency contracts Interest expense, net 2 3 — Net investment hedging relationships: Cross currency contracts Interest expense, net 4 4 2 Not designated as hedging instruments: Foreign currency forward contracts Investment income and other, net 1 2 1 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 $1, $(2) and $(3) for the years ended December 31, 2023, 2022, and 2021, 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 AOCI into income Amount of gain (loss) Year ended December 31, Year ended December 31, Derivatives 2023 2022 2021 2023 2022 2021 Cash flow hedging relationships: Interest rate swaps $ (6) $ 48 $ 18 Interest expense, net $ 16 $ 3 $ — Cross currency contracts (3) 3 — Investment income and other, net (3) 10 (7) Fair value hedging relationships: Cross currency contracts (6) (2) — Investment income and other, net (25) 53 — Net investment hedging relationships: Cross currency contracts (9) 14 8 Interest expense, net 1 — (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 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 December 31, 2023, approximately $14 of unrealized pre-tax gains remained in AOCI. The Company has an aggregate $720 notional amount interest rate swap ("2026 Interest Rate Swap") and aggregate $400 notional swaps ("2028 Interest Rate Swap"), each amended on May 19, 2023 in connection with the transition to the Secured Overnight Financing Rate ("SOFR"). Refer to Note 13 - "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. The 2028 Interest Rate Swap exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.41% over the term of the agreements, which mature January 2028. As of December 31, 2023, the Company had $1,120 total notional amount outstanding in the 2028 Interest Rate Swap and the 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 $1,737. As of December 31, 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. In 2022, to hedge these exposures, the Company entered into three cross currency swaps all with maturity dates of January 2027 and are designated as fair value hedges with gross notional U.S. dollar equivalents of $271, $241, and $209 in GBP, CAD, and EUR, respectively. The Company measures the effectiveness of fair value hedges on a spot-to-spot basis. Accordingly, the spot-to-spot change in the derivative fair values are recorded in the consolidated statements of operations and perfectly offset the spot-to-spot change in the underlying intercompany loans, and as such, these hedges are deemed highly effective. The excluded component of the fair values of these derivatives is reported in AOCI within shareholders’ equity in the consolidated balance sheets. Any cash flows associated with these instruments are included in operating activities in the consolidated statements of cash flows. Net investment hedge 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 consolidated balance sheets. During 2021, the Company amended the critical terms of the foreign currency swap by extending the maturity date to July 2029 and modifying the U.S. dollar and Euro coupons. The amended swap was redesignated as a net investment hedge and is recorded at fair value with changes recorded in AOCI. The initial net investment hedge was dedesignated. The amended net investment hedge reduces the Company’s interest expense by approximately $3 annually and reduces its overall effective interest rate by approximately 24 basis points. The fair value previously recognized in AOCI related to interest rate movements of the dedesignated swap is being amortized to interest expense on a straight-line basis through the third quarter of 2029 and reduces the Company's interest expense by approximately $1 annually. Foreign currency forward contracts The Company utilizes foreign currency forward contracts to hedge the effect of foreign currency exchange rate fluctuations on confirmed foreign currency transactions, including inventory purchases and intercompany charges and other payments. These forward contracts are undesignated for hedge accounting purposes. The changes in fair value of these contracts are recorded in investment income and other, net. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET The components of property and equipment as of December 31, 2023 and 2022 are as follows: Estimated December 31 2023 2022 Land N/A $ 27 $ 30 Building 39 105 98 Machinery, equipment, and office equipment 1-20 353 348 Autos and trucks 4-10 112 116 Leasehold improvements 1-15 35 33 Total cost 632 625 Accumulated depreciation (247) (218) Property and equipment, net $ 385 $ 407 Depreciation expense related to property and equipment, including finance leases, was $79, $77, and $75, during the years ended December 31, 2023, 2022 and 2021, respectively. Depreciation expense is included within cost of revenues and selling, general, and administrative expenses in the consolidated statements of operations. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. Under ASC 842, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. The Company leases various facilities, equipment and vehicles from unrelated parties, which are primarily classified and accounted for as operating leases. The facility leases are primarily for office space with initial terms extending up to ten years. The equipment leases are primarily related to heavy equipment utilized in the completion of construction jobs, and the terms of the agreements range from one one one The Company made an accounting policy election to not recognize lease assets and lease liabilities for leases with terms of twelve months or less. For all other leases, the Company recognizes right-of-use ("ROU") assets and lease liabilities based on the present value of the lease payments over the lease term at the commencement date of the lease (or January 1, 2019 for leases existing upon the adoption of ASC 842). The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by lease incentives. When material leases are acquired in business combinations, the Company is required to measure the acquired lease liabilities at the present value of the remaining lease payments as if the acquired leases were new leases. A reassessment of the lease term, lessee options to purchase an underlying asset, lease payments, and discount rates is performed as of the date of acquisition. The ROU assets are then remeasured at the amount of the lease liability, adjusted for any off-market terms present in the acquired leases. The Company’s future lease payments may include payments that depend on an index or a rate (such as the consumer price index). The Company initially measures payments based on an index or rate using the applicable rate at lease commencement, and subsequent changes in such rates are recognized as variable lease costs in the period incurred. Some leases contain variable payments that are not based on an index or rate, and therefore are not included in the initial measurement of ROU assets and lease liabilities. These variable payments typically represent additional services transferred to the Company, such as common area maintenance for real estate, and maintenance or service programs for vehicles, and are recorded in lease expense in the period incurred. For leases that include residual value guarantees or payments for terminating the lease, the Company includes these costs in the lease liability when it is probable they will be incurred. The Company determines the present value of lease payments using its incremental borrowing rate (“IBR”), as the Company’s leases generally do not have a readily determinable implicit discount rate. The Company applies judgment in assessing factors such as Company-specific credit risk, lease term, nature and quality of the underlying collateral, and economic environment in determining the incremental borrowing rates for its leases The Company’s IBR reflects the rate of the parent or group level. The Company acts as the central treasury function for all its subsidiaries and its collateral quality was considered in aggregate for the IBR. The Company developed IBR curves for all currency denominations of its leases. To determine its creditworthiness, the Company considered publicly available credit ratings from S&P Global Ratings ("S&P") and Moody’s Investors Service ("Moody’s"). Both the S&P local currency long-term rating and the Moody’s long-term corporate family credit ratings have remained stable at BB- and Ba2 in 2023. The amount (and impact) of the Company’s future operating lease payments, a consideration in the development of the IBR, would be reflected in the Company’s underlying credit rating. In its development of the IBR, the Company applied a base market yield curve reflective of its unsecured credit rating. Adjustments to the base market yield curve were then considered for any Company-specific debt instruments outstanding at the measurement date, and securitization adjustments were made to conclude on a lessee specific securitized market yield curve. No adjustment was considered for economic environment risk for the U.S. IBR as the underlying market data to derive the IBR was in USD. The Company also has significant leases located in (denominated in): Canada (CAD), European Union (EUR), United Kingdom (GBP), and Australia (AUD). To derive the applicable foreign IBR curves, the Company adjusted its concluded United States/USD IBR curve to the applicable foreign IBR curves using the covered interest rate parity theory, which captures foreign currency risk. The Company developed its IBR curves with tenors ranging from 1-year to 30-years to match its anticipated lease terms. For each lease, the Company applied the IBR that aligned with the concluded lease term. The Company estimated the IBRs on a quarterly basis throughout 2023, which ranged from 2.67% to 11.24% across all currencies for the 1-year through 30-year tenor. The Company has made an accounting policy election to account for lease and non-lease components in its contracts as a single lease component for all asset classes except for certain asset classes within its information technology arrangements. The Company allocates the consideration for certain asset classes within information technology arrangements to the separate components based on relative stand-alone prices using observable prices, if available, or estimates of stand-alone prices using observable information available. Operating lease cost is recognized on a straight-line basis over the lease term. Finance lease cost is recognized as a combination of amortization expense for the ROU assets and interest expense for the outstanding lease liabilities, and results in a front-loaded expense pattern over the lease term. The components of lease expense are as follows: Year Ended December 31, 2023 2022 2021 Operating lease cost $ 88 $ 75 $ 35 Finance lease cost - amortization of right-of-use assets 6 4 2 Short-term lease cost 41 39 26 Variable lease cost 22 21 6 Total lease cost $ 157 $ 139 $ 69 Supplemental consolidated statements of cash flows information related to leases is as follows: Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows - payments on operating leases $ 88 $ 75 $ 35 Financing cash outflows - payments on finance leases 7 5 18 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 81 $ 186 $ 26 Finance leases 5 15 3 Included within ROU assets obtained in exchange for new lease obligations during 2022, there were $146 and $2 of operating and financing leases, respectively, which were adjusted to fair value as part of the Chubb Acquisition. Supplemental consolidated balance sheets information related to leases is as follows: Year Ended December 31, 2023 2022 Finance leases: Machinery and equipment 15 17 Property and equipment, net $ 15 $ 17 Weighted-average remaining lease term: Operating leases 4.9 years 5.0 years Finance leases 2.1 years 2.9 years Weighted-average discount rate: Operating leases 5.7 % 3.9 % Finance leases 5.2 % 4.5 % The future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities recognized on the consolidated balance sheets as of December 31, 2023 is as follows: Operating Leases Finance Leases Total Year ending December 31: 2024 $ 77 $ 6 $ 83 2025 59 6 65 2026 40 3 43 2027 27 — 27 2028 18 — 18 Thereafter 43 — 43 Total lease payments 264 15 279 Less imputed interest 31 1 32 Total present value of lease liabilities $ 233 $ 14 $ 247 Operating and finance leases - current $ 69 $ 6 $ 75 Operating and finance leases - non-current 164 8 172 Total present value of lease liabilities $ 233 $ 14 $ 247 The Company leases office and operating facilities from various parties that are in management positions at certain businesses and the Company incurred rent expense, including real estate taxes and operating costs of approximately $4, $5, and $5 during the years ended December 31, 2023, 2022, and 2021, respectively, under these arrangements. |
LEASES | LEASES The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. Under ASC 842, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. The Company leases various facilities, equipment and vehicles from unrelated parties, which are primarily classified and accounted for as operating leases. The facility leases are primarily for office space with initial terms extending up to ten years. The equipment leases are primarily related to heavy equipment utilized in the completion of construction jobs, and the terms of the agreements range from one one one The Company made an accounting policy election to not recognize lease assets and lease liabilities for leases with terms of twelve months or less. For all other leases, the Company recognizes right-of-use ("ROU") assets and lease liabilities based on the present value of the lease payments over the lease term at the commencement date of the lease (or January 1, 2019 for leases existing upon the adoption of ASC 842). The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by lease incentives. When material leases are acquired in business combinations, the Company is required to measure the acquired lease liabilities at the present value of the remaining lease payments as if the acquired leases were new leases. A reassessment of the lease term, lessee options to purchase an underlying asset, lease payments, and discount rates is performed as of the date of acquisition. The ROU assets are then remeasured at the amount of the lease liability, adjusted for any off-market terms present in the acquired leases. The Company’s future lease payments may include payments that depend on an index or a rate (such as the consumer price index). The Company initially measures payments based on an index or rate using the applicable rate at lease commencement, and subsequent changes in such rates are recognized as variable lease costs in the period incurred. Some leases contain variable payments that are not based on an index or rate, and therefore are not included in the initial measurement of ROU assets and lease liabilities. These variable payments typically represent additional services transferred to the Company, such as common area maintenance for real estate, and maintenance or service programs for vehicles, and are recorded in lease expense in the period incurred. For leases that include residual value guarantees or payments for terminating the lease, the Company includes these costs in the lease liability when it is probable they will be incurred. The Company determines the present value of lease payments using its incremental borrowing rate (“IBR”), as the Company’s leases generally do not have a readily determinable implicit discount rate. The Company applies judgment in assessing factors such as Company-specific credit risk, lease term, nature and quality of the underlying collateral, and economic environment in determining the incremental borrowing rates for its leases The Company’s IBR reflects the rate of the parent or group level. The Company acts as the central treasury function for all its subsidiaries and its collateral quality was considered in aggregate for the IBR. The Company developed IBR curves for all currency denominations of its leases. To determine its creditworthiness, the Company considered publicly available credit ratings from S&P Global Ratings ("S&P") and Moody’s Investors Service ("Moody’s"). Both the S&P local currency long-term rating and the Moody’s long-term corporate family credit ratings have remained stable at BB- and Ba2 in 2023. The amount (and impact) of the Company’s future operating lease payments, a consideration in the development of the IBR, would be reflected in the Company’s underlying credit rating. In its development of the IBR, the Company applied a base market yield curve reflective of its unsecured credit rating. Adjustments to the base market yield curve were then considered for any Company-specific debt instruments outstanding at the measurement date, and securitization adjustments were made to conclude on a lessee specific securitized market yield curve. No adjustment was considered for economic environment risk for the U.S. IBR as the underlying market data to derive the IBR was in USD. The Company also has significant leases located in (denominated in): Canada (CAD), European Union (EUR), United Kingdom (GBP), and Australia (AUD). To derive the applicable foreign IBR curves, the Company adjusted its concluded United States/USD IBR curve to the applicable foreign IBR curves using the covered interest rate parity theory, which captures foreign currency risk. The Company developed its IBR curves with tenors ranging from 1-year to 30-years to match its anticipated lease terms. For each lease, the Company applied the IBR that aligned with the concluded lease term. The Company estimated the IBRs on a quarterly basis throughout 2023, which ranged from 2.67% to 11.24% across all currencies for the 1-year through 30-year tenor. The Company has made an accounting policy election to account for lease and non-lease components in its contracts as a single lease component for all asset classes except for certain asset classes within its information technology arrangements. The Company allocates the consideration for certain asset classes within information technology arrangements to the separate components based on relative stand-alone prices using observable prices, if available, or estimates of stand-alone prices using observable information available. Operating lease cost is recognized on a straight-line basis over the lease term. Finance lease cost is recognized as a combination of amortization expense for the ROU assets and interest expense for the outstanding lease liabilities, and results in a front-loaded expense pattern over the lease term. The components of lease expense are as follows: Year Ended December 31, 2023 2022 2021 Operating lease cost $ 88 $ 75 $ 35 Finance lease cost - amortization of right-of-use assets 6 4 2 Short-term lease cost 41 39 26 Variable lease cost 22 21 6 Total lease cost $ 157 $ 139 $ 69 Supplemental consolidated statements of cash flows information related to leases is as follows: Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows - payments on operating leases $ 88 $ 75 $ 35 Financing cash outflows - payments on finance leases 7 5 18 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 81 $ 186 $ 26 Finance leases 5 15 3 Included within ROU assets obtained in exchange for new lease obligations during 2022, there were $146 and $2 of operating and financing leases, respectively, which were adjusted to fair value as part of the Chubb Acquisition. Supplemental consolidated balance sheets information related to leases is as follows: Year Ended December 31, 2023 2022 Finance leases: Machinery and equipment 15 17 Property and equipment, net $ 15 $ 17 Weighted-average remaining lease term: Operating leases 4.9 years 5.0 years Finance leases 2.1 years 2.9 years Weighted-average discount rate: Operating leases 5.7 % 3.9 % Finance leases 5.2 % 4.5 % The future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities recognized on the consolidated balance sheets as of December 31, 2023 is as follows: Operating Leases Finance Leases Total Year ending December 31: 2024 $ 77 $ 6 $ 83 2025 59 6 65 2026 40 3 43 2027 27 — 27 2028 18 — 18 Thereafter 43 — 43 Total lease payments 264 15 279 Less imputed interest 31 1 32 Total present value of lease liabilities $ 233 $ 14 $ 247 Operating and finance leases - current $ 69 $ 6 $ 75 Operating and finance leases - non-current 164 8 172 Total present value of lease liabilities $ 233 $ 14 $ 247 The Company leases office and operating facilities from various parties that are in management positions at certain businesses and the Company incurred rent expense, including real estate taxes and operating costs of approximately $4, $5, and $5 during the years ended December 31, 2023, 2022, and 2021, respectively, under these arrangements. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt obligations consist of the following: December 31, Maturity Date 2023 2022 Term loan facility 2019 Term Loan October 1, 2026 $ 330 $ 1,127 Revolving Credit Facility October 1, 2026 — — 2021 Term Loan January 3, 2029 1,407 1,085 Senior notes 4.125% Senior Notes July 15, 2029 337 337 4.750% Senior Notes October 15, 2029 277 277 Other obligations 5 6 Total debt obligations 2,356 2,832 Less: unamortized deferred financing costs (29) (43) Total debt, net of deferred financing costs 2,327 2,789 Less: short-term and current portion of long-term debt (5) (206) Long-term debt, less current portion $ 2,322 $ 2,583 Term loan facility During 2023, the Company completed its Third Amendment to its Credit Agreement, 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. During 2023, the Company completed its Fourth Amendment to its Credit Agreement, repricing 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. During 2023, the Company made aggregate payments of $375 and $100 on the 2019 Term Loan and 2021 Term Loan, respectively. As a result of the principal payments, the Company incurred a loss on debt extinguishment of $7 related to unamortized debt issuance costs, which was recorded within loss (gain) on extinguishment of debt, net in the consolidated statements of operations. As of December 31, 2023, the Company had $330 of principal outstanding under the $1,200 term loan (the "2019 Term Loan") with a maturity date of October 1, 2026. 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 1.25% or (b) Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.25% plus a credit spread adjustment ("CSA"). As of December 31, 2023, the Company had $1,407 of principal outstanding under the $1,100 term loan (the "2021 Term Loan") with a maturity date of January 3, 2029. The interest rate applicable to the 2021 Term Loan is, at the Company's option, either (1) a base rate plus an applicable margin equal to 1.50% or (2) Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.50% 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. Swap activity In 2023, the Company amended its existing interest rate swaps in connection with the transition to SOFR for the term loans. As of December 31, 2023, the Company had the 2026 Interest Rate Swap with $720 of notional value, exchanging one-month SOFR for a fixed rate of 3.59% per annum, and the 2028 Interest Rate Swap with aggregate $400 notional value, exchanging one-month SOFR for a rate of 3.41%. Accordingly, the Company's fixed interest rate per annum on the first swapped $400 notional value of the term loan is 3.41% and the second swapped $720 notional value of the term loans is 3.59% through their maturity. The remaining $617 of the term loans balance will bear interest based on one-month SOFR plus CSA plus 225 basis points or SOFR plus CSA plus 250 basis points, but the rate will fluctuate as SOFR fluctuates. Refer to Note 10 - "Derivatives" for additional information. At December 31, 2023 and 2022, the Company had no amounts outstanding under the Revolving Credit Facility, and $495 and $446 was available at December 31, 2023 and 2022, respectively, after giving effect to $5 and $54 of outstanding letters of credit, respectively. As of December 31, 2023 and 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. 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. Senior Notes Repurchases During 2022, the Company repurchased on the open market $13 and $23 of the 4.125% Senior Notes and 4.750% Senior Notes, respectively (the "Repurchases"). In connection with the Repurchases, the Company recognized a net gain on debt extinguishment of $5 within loss (gain) on extinguishment of debt, net in the consolidated statements of operations. The Company was in compliance with all covenants contained in the indentures governing the 4.125% Senior Notes and 4.750% Senior Notes as of December 31, 2023 and 2022. Other obligations As of December 31, 2023 and 2022, the Company had $5 and $6 in notes outstanding, respectively, for working capital purposes and the acquisition of equipment and vehicles. Amounts outstanding under these notes are included in the table below. Approximate annual maturities, excluding amortization of debt issuance costs, of the Company’s financing arrangements for years subsequent to December 31, 2023, are as follows: Years Ending December 31: 2024 $ 5 2025 — 2026 330 2027 — 2028 — Thereafter 2,021 Total $ 2,356 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the years ended December 31, 2023, 2022, and 2021, the components of income before income taxes are as follows: Years Ended December 31, 2023 2022 2021 U.S. earnings $ 186 $ 40 $ 54 Foreign earnings 46 53 25 Total earnings $ 232 $ 93 $ 79 The income tax provision (benefit) for the years ended December 31, 2023, 2022, and 2021, consisted of the following: Years Ended December 31, 2023 2022 2021 Current: U.S. federal $ 48 $ 32 $ 9 State 23 13 8 Foreign 40 22 9 Total current tax provision $ 111 $ 67 $ 26 Deferred: U.S. federal $ (10) $ (32) $ 6 State (1) (3) 2 Foreign (21) (12) (2) Total deferred tax (benefit) provision $ (32) $ (47) $ 6 Total income tax provision $ 79 $ 20 $ 32 The reconciliation of the federal statutory income tax rate to the Company’s provision for income taxes is as follows: Years Ended December 31, 2023 2022 2021 Expected provision at statutory federal rate $ 49 21.0 % $ 19 21.0 % $ 17 21.0 % State tax provision, net of federal benefit 17 7.3 % 7 7.5 % 8 10.1 % Foreign rate differential (1) (0.4 %) (4) (4.3) % 1 1.3 % Valuation allowance 8 3.4 % (1) (1.1) % — — % Permanent differences and other 3 1.3 % 4 4.4 % — — % Uncertain tax positions — — % (1) (1.1) % — — % Transaction costs — — % 3 3.2 % 4 5.1 % Withholding taxes on foreign entities — — % (9) (9.7) % — — % Section 162(m) limitation 3 1.3 % 2 2.1 % 2 2.5 % Total provision for income taxes $ 79 33.9 % $ 20 22.0 % $ 32 40.0 % The components of deferred tax assets and liabilities consisted of the following: December 31, 2023 2022 Deferred tax assets: Operating and finance lease liabilities $ 57 $ 59 Accrued compensation 60 48 Accrued expenses 28 31 Net operating loss carryforwards 28 26 Contingent consideration and compensation liabilities 13 10 Capital loss carryforwards 54 47 Credits 38 36 Reserves and allowances 6 10 Other 14 16 Gross deferred tax assets 298 283 Valuation allowance (114) (100) Net deferred tax assets $ 184 $ 183 Deferred tax liabilities: Depreciation on fixed assets $ 42 $ 51 Goodwill 23 3 Amortization on identified intangible assets 165 203 Operating lease right of use assets 56 59 Derivatives 1 9 Deferred payments 4 4 Pension and post-retirement obligations 11 82 Other 2 4 Gross deferred tax liabilities $ 304 $ 415 Net deferred tax liabilities $ (120) $ (232) Deferred income tax assets represent potential future income tax benefits. Realization of these assets is ultimately dependent upon future taxable income. Deferred tax assets must be reduced by a valuation allowance if, based on all available evidence, it is considered more likely than not that some or all of the recorded deferred tax assets will not be realized in a future period. The Company considers all negative and positive evidence, including the weight of the evidence, to determine if a valuation allowance is required. As of December 31, 2023 and 2022, valuation allowances of $114 and $100 were recorded against certain deferred tax assets of the Company’s foreign subsidiaries. As of December 31, 2023, the Company had gross federal, state and foreign net operating loss carryforwards of approximately $0, $19, and $114, respectively. The state net operating loss carryforwards have carryforward periods of five As of December 31, 2023, there were approximately $292 of accumulated undistributed earnings of subsidiaries outside of the United States, all of which are considered to be indefinitely reinvested. Due to the complexity of the legal entity structure, the number of legal entities and jurisdictions involved, and the complexity of the laws and regulations, the Company believes it is not practicable to estimate the amount of additional taxes which may be payable upon distribution of these undistributed earnings. Accordingly, no deferred taxes have been provided for withholding taxes or other taxes on permanently reinvested earnings. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Years Ended December 31, 2023 2022 2021 Gross unrecognized tax benefits at the beginning of the year $ 8 $ 2 $ 3 Additions for tax positions taken in a prior period (including acquired uncertain tax positions) — 7 — Reductions for tax positions taken in a prior period (including acquired uncertain tax positions) (1) — (1) Additions for tax positions taken in the current period 1 1 — Reductions for tax positions taken in current period — — — Reductions for tax positions due to lapse in statue of limitations (1) — — Foreign currency translation adjustments — (2) — Gross unrecognized tax benefits as of the end of the year $ 7 $ 8 $ 2 The Company’s liability for unrecognized tax benefits is recorded within other noncurrent liabilities on the consolidated balance sheets and recognizes interest and penalties accrued related to unrecognized tax benefits in the provision for income taxes in the consolidated statements of operations. The Company had $2 and $2 of accrued gross interest and penalties as of December 31, 2023 and 2022, respectively. During the years ended December 31, 2023, 2022, and 2021, the Company did not recognize net interest expense. If all of the Company’s unrecognized tax benefits as of December 31, 2023 were recognized, $9 would impact the Company’s effective tax rate. The Company does not expect any unrecognized tax benefits to expire in the next twelve months due to lapses in the statute of limitations. The Company files income tax returns in the U.S. federal jurisdiction, and various state, local and foreign jurisdictions. As of December 31, 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. No adjustments have been proposed and the Company does not expect the results of the audits to have a material impact on the consolidated financial statements. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS 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 date 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. During the year ended December 31, 2023, the Company recognized $5 of expense, and issued 975,255 shares of the Company's common stock at a weighted-average price per share of $14.51 related to the ESPP. As of December 31, 2023, the Company accrued a liability of $6, which has been recorded as accrued salaries and wages in the consolidated balance sheets, for 264,603 shares of the Company's common stock that were issued to employees in January 2024. As of December 31, 2023, there were approximately 6,012,500 shares reserved for future issuance under the ESPP. 401(k) plans The Company has 401(k) plans that provide for annual contributions not to exceed the maximum amount allowed by the Internal Revenue Code. The plans are qualified and cover employees meeting certain eligibility requirements who are not covered by collective bargaining agreements. The amounts contributed each year are discretionary and are determined annually by management. The Company recognized $13, $12, and $11, in 401(k) expense during the years ended December 31, 2023, 2022, and 2021, respectively. 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. Refer to Note 16 - "Pension" for more information on these plans. Post-retirement benefit plans As part of the Chubb Acquisition, the Company assumed an unfunded post-retirement benefit plan that provides life benefits to certain eligible retirees in Canada. As of December 31, 2023, the benefit obligation was $2. The PBO discount rate was 4.8% at December 31, 2023. Benefit payments, including amounts to be paid from corporate assets and reflecting expected future service, as appropriate, are expected to be less than $1 for 2024 through 2028 and thereafter. 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 $19, $15, and $15 in expense for shares distributed to eligible employees during the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023 and 2022, the Company accrued a liability of $19 and $16, respectively, which has been recorded as accrued salaries and wages in the consolidated balance sheets for shares of the Company's common stock. The liability accrued as of December 31, 2022 was settled in common stock during the year ended December 31, 2023. Multiemployer pension plans The Company participates in several multiemployer pension plans ("MEPP") that provide retirement benefits to certain union employees in accordance with various collective bargaining agreements ("CBA"). As one of many participating employers in these MEPPs, the Company may be responsible with the other participating employers for any plan underfunding. The Company’s contributions to a particular MEPP are established by the applicable CBAs; however, its required contributions may increase based on the funded status of the MEPP and the legal requirements of the Pension Protection Act of 2006 (the "PPA"), which requires substantially underfunded MEPPs to implement a funding improvement plan ("FIP") or a rehabilitation plan ("RP") to improve their funded status. Factors that could impact the funded status of the MEPP include, without limitation, investment performance, changes in the participant demographics, decline in the number of contributing employers, changes in actuarial assumptions, and the utilization of extended amortization provisions. The Company believes that certain of the MEPPs in which the Company participates may have underfunded vested benefits. Due to uncertainty regarding future factors that could trigger withdrawal liability, as well as the absence of specific information regarding the MEPPs current financial situation, the Company is unable to determine (a) the amount and timing of any future withdrawal liability, if any, and (b) whether the Company’s participation in these MEPPs could have a material adverse impact on the Company’s consolidated financial position, results of operations, or liquidity. The Company did not record any withdrawal liability for the years ended December 31, 2023, 2022, and 2021. The Company’s participation in MEPPs for the year ended December 31, 2023, is outlined in the table below. The EIN/PN column provides the Employer Identification Number ("EIN") and the three-digit plan number ("PN"). The most recent PPA zone status available for 2023, 2022 and 2021 is for the plan year ends, as indicated below. The zone status is based on information that the Company received from the plans and is certified by the plans’ actuaries. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded. The FIP/RP status pending/implemented column indicates plans for which an FIP or an RP either is pending or has been implemented. In addition, the Company may be subject to a surcharge if the Plan is in the red zone. The Surcharge imposed column indicates whether a surcharge has been imposed on contributions to the Plan. The last column lists the expiration date(s) of the collective bargaining agreement(s) to which the plans are subject. Pension Fund EIN/PN Plan PPA Zone Status (1) FIP/RP Contributions More Than 5% (2) Surcharge Expiration December 31 (in millions) 2023 2022 2021 2023 (3) 2022 (3) 2021 (3) National Automatic Sprinkler Industry Pension Fund 52-6054620-001 12/31/2022 Green Green Green No 32 30 26 Yes No 3/31/2025 Twin City Pipe Trades Pension Plan 41-6131800-001 4/30/2023 Green Green Green No 11 10 9 Yes No 4/30/2024 National Electrical Benefit Fund 53-0181657-001 12/31/2022 Green Green Green No 8 8 6 No No 3/31/2025 Boilermaker-Blacksmith National Pension Trust 48-6168020-001 12/31/2022 Green Yellow Yellow No 6 5 6 No No 12/31/2025 Sheet Metal Workers' National Pension Fund 52-6112463-001 12/31/2022 Green Yellow Yellow No 6 6 6 No No 4/30/2025 Heavy And General Laborers Local Unions 472 And 172 Of New Jersey Pension Fund (4) 22-6032103-001 3/31/2022 Green Green Green No 5 5 6 Yes No 2/29/2024 Central Pension Fund Of The IUOE & Participating Employers 36-6052390-001 1/31/2023 Green Green Green No 4 3 3 No No 5/31/2026 United Association National Pension Fund 52-6152779-001 6/30/2022 Green Yellow Yellow No 3 4 4 No No 6/1/2024 Building Trades United Pension Trust Fund Milwaukee And Vicinity 51-6049409-001 5/31/2023 Green Green Green No 2 2 2 No No 5/31/2026 Minnesota Laborers Pension Fund 41-6159599-001 12/31/2022 Green Green Green No 2 2 2 No No 4/30/2026 Twin City Carpenters And Joiners Pension Fund 41-6043137-001 12/31/2022 Green Green Yellow No 2 1 — No No 4/30/2024 Sheet Metal Workers' Local 10 Pension Fund 41-1562581-001 12/31/2022 Green Green Green No 2 3 3 Yes No 4/30/2024 Total other 17 20 22 Total $ 100 $ 99 $ 95 (1) The zone status represents the most recent available information for the respective MEPP, which may be 2022 or earlier for the 2023 year and 2021 or earlier for the 2022 year. (2) This information was obtained from the respective plan’s Form 5500 (Forms) for the most current available filing. These dates may not correspond with the Company’s fiscal year contributions. The above-noted percentages of contributions are based upon disclosures contained in the plans’ Forms. Those Forms, among other things, disclose the names of individual participating employers whose annual contributions account for more than 5% of the aggregate annual amount contributed by all participating employers for a plan year. Accordingly, if the annual contribution of two or more of the Company’s subsidiaries each accounted for less than 5% of such contributions, but in the aggregate accounted for in excess of 5% of such contributions, that greater percentage is not available and accordingly is not disclosed. (3) 2023 , 2022, and 2021 periods represent the years ended December 31, 2023, 2022, and 2021. (4) Subsequent to December 31, 2023, this agreement was renewed until February 2027. The nature and diversity of the Company’s business may result in volatility in the amount of its contributions to a particular MEPP for any given period. That is because, in any given market, the Company could be working on a significant project and/or projects, which could result in an increase in its direct labor force and a corresponding increase in its contributions to the MEPP(s) dictated by the applicable CBA. When that particular project(s) finishes and is not replaced, the number of participants in the MEPP(s) who are employed by the Company would also decrease, as would its level of contributions to the particular MEPP(s). Additionally, the amount of contributions to a particular MEPP could also be affected by the terms of the CBA, which could require, at a particular time, an increase in the contribution rate and/or surcharges. During the year ended December 31, 2023, the Company’s contributions to various MEPP(s) did not significantly increase as a result of acquisitions. |
PENSION
PENSION | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
PENSION | PENSION The Company sponsors both funded and unfunded foreign defined benefit pension plans that cover a portion of the Company's employees, and the largest plans are closed to new participants and frozen for accrual of future service. The Company assumed the pension plans as part of the Chubb Acquisition on January 3, 2022. Guidance under FASB ASC Topic 715, Compensation – Retirement Benefits , requires balance sheet recognition of the overfunded or underfunded status of pension and postretirement benefit plans. Under this guidance, actuarial gains and losses, prior service costs or credits, and any remaining transition assets or obligations that have not been recognized under previous accounting standards must be recognized in other comprehensive income (loss), net of tax effects, until they are amortized as a component of net periodic benefit cost. Pension and post-retirement obligation balances and related costs reflected within the consolidated balance sheets include costs directly attributable to plans dedicated to the Company. During 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 insurance contracts, which were 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 insurance contracts being assets of the plans, settlement accounting has not been applied. Given the funded status of the plans, the Company does not expect any future contributions to be required. December 31, 2023 2022 Projected benefit obligation ("PBO") funded status Fair value of plan assets $ 1,650 1,617 Benefit obligations (1,588) (1,262) Funded status of plans $ 62 $ 355 December 31, 2023 2022 Change in benefit obligation Beginning balance $ 1,262 $ — Acquisition — 2,041 Service cost 4 7 Interest cost 62 32 Plan participants' contributions 1 1 Actuarial loss (gain) 284 (531) Benefits paid (89) (92) Settlements (4) (13) Currency impact 68 (183) Ending balance $ 1,588 $ 1,262 Change in plan assets Beginning balance $ 1,617 $ — Acquisition — 2,615 Employer contributions 4 34 Plan participants' contributions 1 1 Benefits paid (89) (92) Actual return on assets 40 (687) Settlements (4) (13) Currency impact 81 (241) Ending balance $ 1,650 $ 1,617 Supplemental consolidated balance sheets information related to pension is as follows: December 31, 2023 2022 Pension and post-retirement assets $ 111 $ 392 Other accrued liabilities (1) (1) Other noncurrent liabilities (48) (36) Net amount recognized $ 62 $ 355 Information for pension plans with accumulated benefit obligations in excess of plan assets: December 31, 2023 2022 PBO $ 64 $ 54 Accumulated benefit obligation 53 44 Fair value of plan assets 15 18 Information for pension plans with projected benefit obligations in excess of plan assets: December 31, 2023 2022 PBO $ 69 $ 60 Accumulated benefit obligation 58 49 Fair value of plan assets 20 23 The components of the net periodic pension benefit for the defined benefit pension plans are as follows: December 31, 2023 2022 Service cost $ 4 $ 7 Interest cost 62 32 Expected return on plan assets (79) (74) Amortization of net loss 4 — Cost of Settlement 1 — Net periodic pension benefit $ (8) $ (35) Major assumptions used in determining the benefit obligation and net periodic benefit cost for pension plans are presented in the following table as weighted averages: Year Ended December 31, 2023 2022 Benefit Obligation Net Periodic Benefit Obligation Net Periodic Discount rates: PBO 4.0 % 4.9 % 4.9 % 1.9 % Interest cost — % 5.0 % — % 1.7 % Service cost — % 4.6 % — % 2.2 % Salary scale 3.1 % 3.0 % 3.0 % 2.9 % Expected return on plan assets — % 4.9 % — % 3.1 % The discount rate assumptions are developed using a bond yield curve constructed from a population of high-quality, non-callable, corporate bond issues with maturities ranging from six months to nineteen years. A discount rate is estimated for, and is based on, the durations of the underlying plans. The expected long-term rate of return used for the Company’s pension plans is determined in each local jurisdiction and is based on the assets held in that jurisdiction, the expected rate of returns for the type of assets held and any guaranteed rate of return provided by the investment. The other assumptions used to measure the pension obligations, including discount rate, vary by country based on specific local requirements and information. Non-U.S. pension plan assets are typically managed by decentralized fiduciary committees. The disclosure below of asset categories is presented in aggregate for 12 defined benefit plans in 7 countries; however, there is variation in asset allocation policy from country to country. Local regulations, local funding rules, and local financial and tax considerations are part of the funding and investment allocation process in each country. Each plan has its own strategic asset allocation. The asset allocations are reviewed periodically and rebalanced when necessary. The Company has no significant concentration of risk in the assets of its pension plans, other than the insurance contract assets, which are held with a single insurance company and subject to the insurance company’s ability to meet its payment obligations under the contracts. The allocation of the pension plan assets are presented in the following table as weighted averages: Year Ended December 31, 2023 2022 Target Asset Allocation Percentage Percentage of Plan Assets Target Asset Allocation Percentage Percentage of Plan Assets Equity securities 3.8 % 3.7 % 3.8 % 3.8 % Debt securities 4.4 % 4.5 % 82.2 % 76.1 % Real estate 0.6 % 0.6 % 0.6 % 0.8 % Other 1 91.2 % 91.2 % 13.4 % 19.3 % Total 100.0 % 100.0 % 100.0 % 100.0 % (1) Other includes insurance contracts. The fair values of the pension plan assets by asset category are as follows: Asset Category Quoted Prices in Significant Significant Not Subject to Leveling 1 Total Equities: Global equity funds $ — $ 79 $ — $ — $ 79 Insurance contracts — — 1,383 — 1,383 Fixed income securities: Governments — 93 — — 93 Corporate bonds — 4 — — 4 Global fixed income at net asset value — 63 — — 63 Real Estate — 1 — — 1 Other 2 — — — 8 8 Cash & cash equivalents 3 19 — — — 19 Subtotal $ 19 $ 240 $ 1,383 $ 8 $ 1,650 Other assets & liabilities 4 — Total at December 31, 2023 $ 1,650 Asset Category Quoted Prices in Significant Significant Not Subject to Leveling 1 Total Equities: Global equity funds $ — $ 326 $ — $ 12 $ 338 Fixed income securities: Governments — 762 — — 762 Corporate bonds — 415 — — 415 Global fixed income at net asset value — 50 — — 50 Real estate 5 — 11 — — 11 Other 2 — 1 — 4 5 Cash & cash equivalents 3 16 20 — — 36 Subtotal $ 16 $ 1,585 $ — $ 16 $ 1,617 Other assets & liabilities 4 — Total at December 31, 2022 $ 1,617 (1) In accordance with ASU 2015-07, Fair Value Measurement (Topic 820), certain investments that are measured at fair value using net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented for the total pension assets. (2) Represents various contracts and global risk balanced commingled funds consisting mainly of equity, bonds, and some commodities. (3) Represents short-term commercial paper, bonds, and other cash or cash-like investments. (4) Represents trust receivables and payables that are not leveled. (5) Represents investments in real estate, including commingled funds and directly held properties. The insurance contracts were initially valued by taking the initial purchase price for the buy-in contract and using this to assess an assumed pricing basis. This pricing basis is then adjusted over time to reflect broad changes in insurers’ pricing methodologies under different prevailing market conditions, using third party actuarial guidance as to typical insurer pricing based on similar transactions. The table below presents a reconciliation of the fair value of the Company’s pension assets that use significant unobservable inputs (Level 3): Year Ended December 31, 2023 Balance at the beginning of the year $ — Purchase of insurance contracts 1,422 Return on assets (27) Payments from insurance policy (12) Balance at the end of the year $ 1,383 Derivatives in the plan are primarily used to manage risk and gain asset class exposure while still maintaining liquidity. Derivative instruments mainly consist of equity futures, interest rate futures, interest rate swaps, and currency forward contracts. The plans review assets at least quarterly to ensure they are within the targeted asset allocation ranges and, if necessary, asset balances are adjusted back within target allocations. The plans generally employ a broadly diversified investment manager structure that includes diversification by active and passive management, style, capitalization, country, sector, industry, and number of investment managers. Quoted market prices are used to value investments when available. Investments in securities traded on exchanges, including listed futures and options, are valued at the last reported sale prices on the last business day of the year or, if not available, the last reported bid prices. Fixed income securities are primarily measured using a market approach pricing methodology, where observable prices are obtained by market transactions involving identical or comparable securities of issuers with similar credit ratings. Over-the-counter securities and government obligations are valued at the bid prices or the average of the bid and ask prices on the last business day of the year from published sources or, if not available, from other sources considered reliable, generally broker quotes. Temporary cash investments are stated at cost, which approximates fair value. The Company made total contributions of approximately $4 to the global defined benefit pension plans in 2023. Contributions do not reflect benefits to be paid directly from corporate assets. The Company estimates contributions to be made to its pension plans will approximate $7 in 2024. Benefit payments, including amounts to be paid from the plans and corporate assets, and reflecting expected future service, as appropriate, are expected to be paid as follows: $98 in 2024, $98 in 2025, $98 in 2026, $102 in 2027, $105 in 2028, and $508 from 2029 through 2032. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONS The Company incurred advisory fees of $4 during both the years ended December 31, 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, 2023 and December 31, 2021 settled in 7,944,104 shares and 7,539,697 shares issued during January 2024 and January 2022, respectively. The shares were issued to Mariposa Acquisition IV, LLC, a related entity that is controlled by a co-chair of the Company's Board of Directors. 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, for an aggregate purchase price of $200. During the year-ended December 31, 2023, the Company declared dividends of 421,364 shares of common stock on the Series B Preferred Stock held by Viking Purchasers, with 337,103 shares issued in 2023, and 84,261 shares issued in January 2024. In 2022, the Company declared dividends of 632,379 shares of common stock on the Series B Preferred Stock held by the Viking Purchasers, with 486,234 shares issued in 2022, and 146,145 shares issued in January 2023. The Company has entered into sales contracts with Royal Oak Enterprises, an entity controlled by the co-chair of the Company's Board of Directors, and recorded $3 in net revenues for the year ended December 31, 2023. From time to time, the Company also enters into other immaterial related-party transactions. |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | 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 The Company's operations are subject to environmental regulation by various authorities. The Company has accrued for the costs of environmental remediation activities, including but not limited to, investigatory, remediation, operating and maintenance costs, and performance guarantees, and periodically reassess these amounts. Management believes that the likelihood of incurring losses materially in excess of the amounts accrued is remote. The outstanding liability for these obligations was $17 and $16, and was included in other noncurrent liabilities as of December 31, 2023 and 2022, respectively. |
SHAREHOLDERS' EQUITY AND REDEEM
SHAREHOLDERS' EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 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 has 4,000,000 shares of Series A Preferred Stock issued and outstanding as of December 31, 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 shares or cash, at the Company’s sole option (for which the Company settled in shares subsequent to year end) 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. As of December 31, 2023, an annual dividend was calculated based on the appreciation of the Company’s share price of $33.9465 over the highest price previously used in calculating the Annual Dividend Amount of $24.3968. The annual dividend declared as of December 31, 2023 was settled in shares and the Company issued 7,944,104 common shares to the holders of the Series A Preferred Stock in January 2024. As of December 31, 2022, an annual dividend was not declared as the volume-weighted average market price per share of the Company's common shares for the last ten trading days of the calendar year was not above the highest previously used dividend price of $24.3968. The holders of Series A Preferred Stock are also entitled to participate in any dividends on the common shares on an if-converted basis. In addition, if the Company pays a dividend on its common shares, the Series A Preferred Stock holders will also receive an amount equal to 20% of the dividend which would be distributable on 141,194,638 of common shares. All such dividends on the Series A Preferred Stock will be paid at the same time as the dividends on the common shares. Dividends are paid for the term the Series A Preferred Stock is outstanding. Each share of Series A Preferred Stock is convertible into one common share at the option of the holder until conversion. If there is more than one holder of Series A Preferred Stock, a holder of Series A Preferred Stock may exercise its rights independently of any other holder of Series A Preferred 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 transactions. During the twelve months ended December 31, 2023 and 2022, the Company repurchased 1,626,493 and 2,505,723 shares of common stock for approximately $41 and $44, respectively. As of December 31, 2023, the Company had approximately $165 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 the voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Company. The Series B Preferred Stock is classified as redeemable convertible preferred stock on the consolidated balance sheets due to a provision that a change in control or de-listing of the Company could require the Company to redeem the Series B Preferred Stock for cash at the election of the holder. The Series B Preferred Stock is convertible, at the holder’s option, into shares of the Company’s common stock at a conversion price equal to $24.60 per share, subject to certain customary adjustments. The holders of Series B Preferred Stock have certain other rights including voting rights on an as-converted basis, certain pre-emptive rights on private equity offerings by the Company, certain registration rights, and, in the case of certain holders, certain director designation rights, as provided in the certificate of designation governing the Series B Preferred Stock. The Company may, at its option, effect conversion of the outstanding shares of Series B Preferred Stock to common stock, but only if the volume-weighted average price of the Company's common stock exceeds $36.90 per share for 15 consecutive trading days. Dividends The holders of Series B Preferred Stock are entitled to receive cumulative dividends at a rate of 5.5% as and when declared by the Board of Directors, prior and in preference to any declaration or payment of any dividend on the Company's common stock and Series A Preferred Stock. Series B Preferred Stock dividends are cumulative and accrued quarterly, in cash or in common stock, based on an annual 5.5% dividend rate. The Company declared and issued Series B Preferred Stock dividends of $33 or 1,348,420 shares of common stock and $33 or 1,944,939 shares of common stock during the years ended December 31, 2023 and 2022, respectively. The Company declared a Series B Preferred Stock dividend of $11 or 337,044 shares of common stock in December 2023 and $11 or 584,584 shares of common stock in December 2022 and issued the shares in January 2024 and January 2023, respectively. If regular dividends are to be paid in shares of common stock, then each holder shall be entitled to receive such number of whole shares of common stock as is determined by dividing the pro rata amount of regular dividends to which a holder is entitled by the average price per share of common stock over the dividend determination period from dividend notice until the payment date. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION The Company maintains a 2019 Equity Incentive Plan (the “2019 Plan”), which allows for grants of share-based awards. At December 31, 2023, there were 12,625,337 share-based awards collectively available for grant under the 2019 Plan. The 2019 Plan generally provides for awards to vest no earlier than one year from the date of grant, although most awards entitle the recipient to common shares if specified market or performance conditions are achieved, if applicable, and vest over a minimum of three years. The share-based awards granted to employees include stock options and restricted stock units, as follows: Stock Options In 2017 upon its initial public offering, the Company issued 162,500 nonqualified stock options to independent, non-executive directors at exercise price of $11.50 per share with contractual terms of five years from the date of the acquisition of APi Group (the "APi Acquisition"), October 1, 2019. These stock options were performance based and vested on the consummation of the APi Acquisition. The Company has not granted stock options since 2017. The following table summarizes the changes in the number of common shares underlying options for 2023 (shares in whole numbers and per share values in whole dollars): Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2021 162,500 $ 11.50 2.8 1.0 Exercised (37,500) 11.50 Outstanding at December 31, 2022 125,000 $ 11.50 1.8 1.0 Exercised — — Outstanding at December 31, 2023 125,000 $ 11.50 0.8 3.0 Exercisable at December 31, 2023 125,000 $ 11.50 0.8 3.0 Restricted Stock Units The Company has issued Time-Based Restricted Stock Units ("RSUs"), Performance-Based Restricted Stock Units with EBITDA-based performance conditions (“PSUs”), and Performance-Based Restricted Stock Units with share-price targets ("MSUs"), which are independent of stock option grants and all generally subject to forfeiture if employment terminates prior to vesting. Forfeitures are estimated and recorded using historical forfeiture rates. During the year ended December 31, 2023, the Company has outstanding RSUs, PSUs, and MSUs, detailed below (shares in whole numbers and per share values in whole dollars). Time-Based Restricted Stock Units The RSUs entitle recipients to shares of the Company’s common stock and primarily vest in equal installments over a three-year service period from date of grant. The time-based RSUs granted to the Company’s directors vest at the end of the anniversary date of their grant date. Time-Based Weighted-Average Weighted-Average Outstanding at December 31, 2021 761,126 $ 13.23 1.2 Granted 509,748 19.41 Vested (466,235) 12.48 Forfeited (77,006) 14.11 Outstanding at December 31, 2022 727,633 $ 17.95 0.9 Granted 631,227 23.60 Vested (387,942) 16.16 Forfeited (66,574) 23.12 Outstanding at December 31, 2023 904,344 $ 22.28 1.0 Expected to vest at December 31, 2023 870,579 $ 22.25 1.0 EBITDA Performance-Based Restricted Stock Units The PSUs entitle recipients to shares of the Company's common stock if specified performance conditions are achieved. During the year ended December 31, 2023, the Company approved and granted PSUs with EBITDA-based financial performance conditions. PSUs vest, if at all, following a three-year performance period. If the performance conditions are not met, no compensation cost is recognized and any recognized compensation cost is reversed. Performance- Weighted-Average Weighted-Average Outstanding at December 31, 2021 552,329 19.12 2.0 Granted 542,223 20.77 Forfeited (102,293) 19.50 Change in units based on performance expectations (133,902) 19.50 Outstanding at December 31, 2022 858,357 20.06 1.5 Granted 573,070 23.42 Forfeited (139,275) 20.97 Change in units based on performance expectations 359,868 20.97 Outstanding at December 31, 2023 1,652,020 $ 21.35 1.0 Expected to vest at December 31, 2023 1,588,512 $ 21.28 1.0 Market-Based Performance Restricted Stock Units The MSUs entitle the recipient to shares of the Company's common stock if specified market conditions are achieved. During 2022, the Company approved and granted MSUs with certain share-price targets. The MSUs will vest 100% on March 9, 2025, the third anniversary of the grant date, as the performance condition was satisfied during the year ended December 31, 2023. Market-Based Weighted-Average Weighted-Average Outstanding at December 31, 2021 — $ — Granted 444,926 16.31 Forfeited (6,746) 2.51 Outstanding at December 31, 2022 438,180 $ 16.19 2.2 Forfeited (24,819) 1.76 Outstanding at December 31, 2023 413,361 $ 17.06 1.2 Expected to vest at December 31, 2023 362,051 $ 17.06 1.2 For awards subject to a market condition, the grant-date fair value is estimated using a Monte Carlo valuation model. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not, and stock-based compensation expense for any such awards is not reversed if vesting does not actually occur. The Monte Carlo model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Expected volatility is calculated based on the historical volatility and implied volatility of the Company's common stock, and the risk-free interest rate is based on U.S. Treasury yield curve rates with maturities consistent with the three-year vesting period. The key assumptions used in valuing these market-based awards were as follows: Risk-free interest rate 1.85 % Dividend yield — Expected volatility 45 % |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE Net income is allocated between the Company’s common shares and other participating securities based on their participation rights. The Series A Preferred Stock and Series B Preferred Stock represent participating securities. Earnings attributable to Series A Preferred Stock and Series B Preferred Stock are not included in earnings attributable to common shares in calculating earnings per common share (the two-class method). For periods of net loss, there is no impact from the two-class method on earnings per share (“EPS”) as net loss is allocated to common shares because Series A Preferred Stock and Series B Preferred Stock are not contractually obligated to share the loss. The following table sets forth the computation of earnings per common share using the two-class method. 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, RSUs, PSUs and MSUs 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, RSUs, PSUs, MSUs, and stock options are anti-dilutive. (amounts in millions, except share and per share amounts): For the Years Ended December 31, 2023 2022 Basic earnings (loss) per common share: Net income $ 153 $ 73 Less income allocable to Series A Preferred Stock — (3) Less stock dividend attributable to Series A Preferred Stock (270) — Less income allocable to Series B Preferred Stock — (3) Less stock dividend attributable to Series B Preferred Stock (44) (44) Net (loss) income attributable to common shareholders $ (161) $ 23 Weighted average shares outstanding - basic 235,136,849 233,201,569 (Loss) income per common share - basic $ (0.68) $ 0.10 Diluted earnings (loss) per common share: Net income $ 153 $ 73 Less income allocable to Series A Preferred Stock — (3) Less stock dividend attributable to Series A Preferred Stock (270) — Less stock dividend attributable to Series B Preferred Stock (44) (44) Net (loss) income attributable to common shareholders - diluted $ (161) $ 26 Weighted average shares outstanding - diluted 235,136,849 233,201,569 Dilutive securities: (1) RSUs, warrants, and stock options — 359,178 Shares issuable upon conversion of Series B Preferred Shares — 32,520,000 Weighted average shares outstanding - diluted 235,136,849 266,080,747 (Loss) income per common share - diluted $ (0.68) $ 0.10 (1) The following items were excluded from the calculation of diluted shares as their inclusion would be anti-dilutive: a. For the years ended December 31, 2023 and 2022, 4,000,000 shares of Series A Preferred Stock, which are convertible to the same number of common shares. b. For the year ended December 31, 2023, 800,000 shares of Series B Preferred Stock which are convertible to 32,520,000 shares of common stock. c. For the year ended December 31, 2023, 125,000 stock options to purchase the same number of common shares. d. For the year ended December 31, 2023, 7,944,104 common share equivalents, which represent the dividend that the Series A Preferred Stock holders are entitled to receive. (See additional description in Note 19 - "Shareholders' Equity and Redeemable Convertible Preferred Stock") e. For the year ended December 31, 2023, 904,344 RSUs, 1,652,020 PSUs, and 413,361 MSUs. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 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 services, HVAC, and entry systems), including design, installation, inspection and service of these integrated systems. The work performed within this segment spans across industries and facilities and includes commercial, education, healthcare, high tech, industrial and special-hazard settings. The Specialty Services segment provides a variety of infrastructure services and specialized industrial plant services, which includes 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 2 – “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 are presented and reconciled to consolidated financial information in the following tables, including a reconciliation of consolidated operating income (loss) to EBITDA: For the Year Ended December 31, 2023 Safety Specialty Corporate and Consolidated Net revenues $ 4,871 $ 2,079 $ (22) $ 6,928 EBITDA Reconciliation Operating income (loss) $ 396 $ 108 $ (145) $ 359 Plus: Investment income and other, net 3 9 1 13 Non-service pension benefit 12 — — 12 Loss on extinguishment of debt, net — — (7) (7) Depreciation 27 49 3 79 Amortization 169 51 4 224 EBITDA $ 607 $ 217 $ (144) $ 680 Total assets $ 5,795 $ 1,214 $ 581 $ 7,590 Capital expenditures 25 48 13 86 For the Year Ended December 31, 2022 Safety Specialty Corporate and Consolidated Net revenues $ 4,575 $ 2,030 $ (47) $ 6,558 EBITDA Reconciliation Operating income (loss) $ 256 $ 97 $ (191) $ 162 Plus: Investment income and other, net 1 7 1 9 Non-service pension benefit 42 — — 42 Gain on extinguishment of debt, net — — 5 5 Depreciation 26 46 5 77 Amortization 167 56 4 227 EBITDA $ 492 $ 206 $ (176) $ 522 Total assets $ 6,029 $ 1,281 $ 781 $ 8,091 Capital expenditures 25 49 5 79 For the Year Ended December 31, 2021 Safety Specialty Corporate and Consolidated Net revenues $ 2,080 $ 1,907 $ (47) $ 3,940 EBITDA Reconciliation Operating income (loss) $ 207 $ 78 $ (149) $ 136 Plus: Investment income and other, net 6 9 (3) 12 Loss on extinguishment of debt, net — — (9) (9) Depreciation 8 61 6 75 Amortization 66 57 4 127 EBITDA $ 287 $ 205 $ (151) $ 341 Total assets $ 2,170 $ 1,299 $ 1,690 $ 5,159 Capital expenditures 6 48 1 55 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On February 28, 2024, the Company entered into a Conversion and Repurchase Agreement with Juno Lower Holdings L.P. ("Juno Lower Holdings"), FD Juno Holdings L.P. ("FD Juno Holdings", and together with Juno Lower Holdings, "Blackstone"), Viking Global Equities Master Ltd. ("VGEM") and Viking Global Equities II L.P. (VGE II, and collectively with VGEM, "Viking" and collectively with the Blackstone, the "Series B Holders") pursuant to which Blackstone and Viking agreed to convert all of the outstanding shares of the Series B Preferred Stock that they hold, which represents all of the Series B Preferred Stock outstanding. The transactions contemplated by the agreement were also consummated on February 28, 2024. Under the terms of the agreement, (i) the Series B Holders each agreed to exercise their respective right to convert all of their Series B Preferred Stock into common stock, resulting in a total of 800,000 shares of Series B Preferred Stock being converted into approximately 32,803,519 shares of common stock of the Company (inclusive of approximately 283,196 shares attributable to accrued and unpaid dividends thereon (the "Conversion Shares") and (ii) upon issuance of the Conversion Shares, the Company agreed to immediately repurchase one-half of the Conversion Shares, on a pro rata basis, from the Series B Holders for an aggregate purchase price of $600. The repurchase price was financed by (i) an incremental term facility of $300 funded exclusively by Blackstone in the amount of $225 and Viking in the amount of $75 and (ii) cash and available credit from the balance sheet. As a result of the consummation of the transactions, all dividends and distributions have ceased to accrue on the Series B Preferred Stock, which have been converted and cancelled, the repurchased Conversion Shares are no longer deemed to be outstanding, and all rights of Blackstone and Viking with respect to the Series B Preferred Stock and the repurchased Conversion Shares have been terminated. David S. Blitzer resigned as a Director of the Company immediately prior to the execution of the Conversion and Repurchase Agreement related to the Series B Preferred Shares. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS (in millions) Balance at beginning of period Credit loss expense Write-offs Balance at end of period Allowance for doubtful accounts: Year ended December 31, 2023 $ 3 $ 3 $ (1) $ 5 Year ended December 31, 2022 3 4 (4) 3 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net income | $ 153 | $ 73 | $ 47 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 shares | Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Mr. Ashken [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On November 29, 2023, Mr. Ashken adopted a Rule 10b5-1 trading arrangement providing for the sale of the Company's common stock (a "Rule 10b5-1 Trading Plan") that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). Mr. Ashken’s Rule 10b5-1 Trading Plan provides for the sale of up to 450,000 shares of our common stock pursuant to one or more limit orders until September 13, 2024, or earlier if all transactions under the trading arrangement are completed. | |
Name | Mr. Ashken | |
Title | director | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | November 29, 2023 | |
Arrangement Duration | 289 days | |
Aggregate Available | 450,000 | 450,000 |
Mr. Lillie [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On November 29, 2023, Mr. Lillie adopted a Rule 10b5-1 Trading Plan for the sale of the Company's common stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). Mr. Lillie’s Rule 10b5-1 Trading Plan provides for the sale of up to 375,000 shares of our common stock pursuant to one or more limit orders until September 13, 2024, or earlier if all transactions under the trading arrangement are completed. | |
Name | Mr. Lillie | |
Title | director | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | November 29, 2023 | |
Arrangement Duration | 289 days | |
Aggregate Available | 375,000 | 375,000 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of consolidation | The accompanying consolidated financial statements (the “Financial Statements”) include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Investments in entities over which the Company has significant influence but not control are accounted for using the equity method of accounting. These investments are initially recorded at cost and subsequently adjusted based on the Company’s proportionate share of earnings, losses, and distributions from each entity. |
Use of estimates | The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates include the estimation of total contract costs used for net revenues and cost recognition from construction contracts, fair value estimates included in the accounting for acquisitions, valuation of long-lived assets and acquisition-related contingent consideration, self-insurance liabilities, income taxes, and the estimated effects of litigation and other contingencies. |
Foreign currency and currency translation | The assets and liabilities of foreign subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars at exchange rates in effect at year-end, with resulting translation gains or losses included within other comprehensive income or loss. Net revenues and expenses are translated into U.S. dollars at average monthly rates of exchange in effect during the year. Foreign currency transaction gains and losses, including hedging impacts, are classified in investment income and other, net, in the consolidated statements of operations and were a gain (loss) of $1, $(2) and $(3) for the years ended December 31, 2023, 2022, and 2021, respectively. These net foreign currency transaction gains and losses include derivative instruments designed to reduce foreign currency exchange rate risks. Refer to Note 10 - "Derivatives" for further information. Translation gains or losses, which are recorded in accumulated other comprehensive loss on the consolidated balance sheets, result from translation of the assets and liabilities of APi Group’s foreign subsidiaries into U.S. dollars. Foreign currency translation gains (losses) totaled approximately $61, $(164), and $(11) for the years ended December 31, 2023, 2022, and 2021, respectively. Nearly all of the Company’s foreign operations use their local currency as their functional currency. Currency gains or losses resulting from transactions executed in currencies other than the functional currency are included in investment income and other, net, in the consolidated statements of operations. |
Cash and cash equivalents | The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Restricted cash is reported as other current assets in the consolidated balance sheets. Restricted cash reflects collateral against certain bank guarantees. |
Fair value of financial instruments | The financial instruments of the Company include cash and cash equivalents, accounts receivable, accounts payable, contingent consideration and compensation liabilities, and debt obligations. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market as of the measurement date. ASC Topic 820, Fair Value Measurements , provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to and is composed of the following levels: 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. The carrying values of cash and cash equivalents, accounts receivable, contract assets, other receivables, accounts payable, contingent compensation liabilities, accrued liabilities, and contract liabilities approximate their fair values because of their short maturity. The fair value of the Company’s revolving line of credit facilities and long-term debt are based on current lending rates for similar borrowings, assuming the debt is outstanding through maturity, and considering the collateral. The carrying values of revolving line of credit facilities approximate their fair values because the variable interest rates of these instruments are generally reset monthly. |
Inventories | Inventories consist primarily of wholesale insulation products, contracting materials and supplies. Inventories are valued at the lower of cost or net realizable value. |
Property and equipment | Property and equipment, including additions, replacements, and improvements is stated at cost or fair value for assets acquired in a business combination, less accumulated depreciation. Expenditures for maintenance and repairs are charged to operating expenses as incurred unless such expenditures extend the life of the asset or increase its capacity or efficiency. Depreciation expense is recognized over the estimated useful lives of the assets using the straight-line method. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improvements. Upon sale or disposition of property and equipment, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheets and any resulting gain or loss is recognized in the consolidated statements of operations. |
Leases | The Company’s lease portfolio mainly consists of facilities, equipment, and vehicles. Operating lease assets represent the Company’s right to use an underlying asset for the lease term whereas lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term (or at fair values in the case of those leases assumed in an acquisition). As most of the Company’s leases do not provide an implicit rate, the Company uses incremental borrowing rates that are based on its own external unsecured borrowing rates and are risk-adjusted to approximate secured borrowing rates over similar terms. These rates are assessed on a quarterly basis for measurement of new lease obligations. The operating lease assets are calculated based on the value of the lease liability plus prepaid rental payments less lease incentives that the Company expects to receive. Leases with an initial term of less than one year are not recorded on the Company’s consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the lease term. Many leases include one or more options to renew, with renewal terms that can extend the lease term for several years. The exercise of lease renewal options is generally at the Company’s sole discretion. Certain leases also include options to purchase the leased assets. The Company's lease terms include these renewal or purchase options when it is reasonably certain that those options will be exercised. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements contain lease and non-lease components, which are accounted for as a single lease component for all asset classes except for certain asset classes within its information technology arrangements. Operating lease right of use assets are reported as separate lines in the consolidated balance sheets. Finance leases are generally those leases that allow the Company to substantially utilize or pay for the entire asset over its estimated life. For finance leases, the Company recognizes more expense in the initial years of total lease expense recognition due to the accretion of the lease liability and the straight-line amortization of the leased asset. Assets acquired under finance leases are recorded in property and equipment, net. The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. Under ASC 842, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. one one one |
Goodwill impairment | Goodwill represents the excess of cost over the fair market value of net tangible and identifiable intangible assets of acquired businesses. The Company has recorded goodwill in connection with its historical acquisitions of businesses. Upon acquisition, these businesses were either combined into one of the existing components or managed on a stand-alone basis as an individual component. The components are aligned to one of the Company’s two reportable segments, Safety Services or Specialty Services. Goodwill is required to be evaluated for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available. Management identifies its reporting units by assessing whether components have discrete financial information available, engage in business activities, and have a segment manager regularly review the component’s operating results. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment test. Goodwill is not amortized but instead is annually tested for impairment on October 1 each fiscal year, or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. Qualitative indicators that may trigger the need for annual or interim quantitative impairment testing include, among other things, deterioration in macroeconomic conditions, declining financial performance, deterioration in the operational environment, or an expectation of selling or disposing of a portion of a reporting unit. Additionally, a significant change in business climate, a loss of a significant customer, increased competition, a sustained decrease in share price, or a decrease in estimated fair value below book value may trigger the need for interim impairment testing of goodwill associated with one or more reporting units. Accounting standards for testing goodwill for impairment require the application of either a qualitative or quantitative assessment to analyze whether or not goodwill has been impaired. The Company performs the qualitative analysis by evaluating financial performance, macroeconomic conditions, and industry trends. Under the quantitative assessment, the Company evaluates each reporting unit for impairment comparing the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recorded as a reduction to goodwill with a corresponding change to earnings in the period the goodwill is determined to be impaired. Any goodwill impairment is limited to the total amount of goodwill allocated to that reporting unit. For the Heating, Ventilation and Air Conditioning ("HVAC"), Infrastructure/Utility, Fabrication and Specialty Contracting reporting units, the Company performs a qualitative assessment to analyze whether or not goodwill has been impaired. For the quantitative analysis performed on the Life Safety reporting unit, the Company determines the fair value of the reporting unit using a combination of the income approach (discounted cash flow method) and market approach (guideline transaction method and guideline public company method). Management weights each of the methods applied to determine the fair value of the reporting unit. Under the discounted cash flow method, the Company determines fair value based on the estimated future cash flows for the reporting unit, discounted to present value using a risk-adjusted industry weighted-average cost of capital, which reflects the overall level of inherent risk for the reporting unit and the rate of return an outside investor would expect to earn. Cash flow projections are derived from budgeted amounts (typically a one-year model) and subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur from a market participant’s standpoint. All cash flow projections by reporting unit are evaluated by management. A terminal value is derived by capitalizing free cash flow into perpetuity. The capitalization rate is derived from the weighted-average cost of capital and the estimated long-term growth rate for each reporting unit. Under the guideline transaction and guideline public company methods, the Company determines the estimated fair value of its reporting unit by applying transaction multiples and public company multiples, respectively, to the reporting unit’s applicable earnings measure. The transaction multiples are based on observed purchase transactions for similar businesses adjusted for size, diversification and risk. The public company multiples are based on peer group multiples adjusted for size, growth, risk and margin. See Note 8 – “Goodwill and Intangibles” for additional detail on goodwill and other intangible assets. |
Impairment of long-lived assets excluding goodwill | The Company periodically reviews the carrying amount of its long-lived asset groups, including property and equipment and other identifiable intangible assets subject to amortization, when events or changes in circumstances indicate the carrying value may not be recoverable. Qualitative indicators that may trigger the need for impairment testing include an expectation of selling or disposing of a business unit. If facts and circumstances support the possibility of impairment, the Company will compare the carrying value of the asset or asset group with the undiscounted future cash flows related to the asset or asset group. If the carrying value of the asset or asset group is greater than its undiscounted cash flows, the resulting impairment will be determined as the difference between the carrying value and the fair value, where fair value is determined for the carrying amount of the specific asset groups based on discounted future cash flows or appraisal of the asset groups. |
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 as of December 31, 2023 were immaterial. The Company’s share of earnings from the non-consolidated joint ventures was $7, $3, and $3, during the years ended December 31, 2023, 2022, and 2021, respectively. The earnings are recorded within investment income and other, net in the consolidated statements of operations. The investment balances were $4 and $4 as of December 31, 2023 and 2022, respectively, and are recorded within other assets in the consolidated balance sheets. |
Pension and post-retirement obligations | The Company sponsors both funded and unfunded foreign defined benefit pension plans that cover a portion of the Company's employees. The Company accounts for its benefit plans in accordance with ASC 715, Compensation - Retirement Benefits, which requires balance sheet recognition of the overfunded or underfunded status of pension and post-retirement benefit plans. The amounts associated with these benefits are determined by actuaries and dependent on various actuarial assumptions including discount rates, expected return on plan assets, compensation increases, mortality and health care cost trends. Under this guidance, actuarial gains and losses, prior service costs or credits, and any remaining transition assets or obligations that have not been recognized under previous accounting standards must be recognized in accumulated other comprehensive loss, net of tax effects, until they are amortized as a component of net periodic benefit cost. The Company reviews its actuarial assumptions at each measurement date and makes modifications to the assumptions based on current rates and trends, if appropriate. During 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 insurance contracts, which were 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. The Company's accounting policies related to pension and post-retirement obligations and the buy-in transaction are disclosed in Note 16 - "Pension". |
Definite-lived intangibles | Intangibles consist of trade names and trademarks, customer relationships, and backlog intangibles. The intangibles are amortized over their estimated useful lives, which range from two six |
Insurance liabilities | Other accrued and other noncurrent liabilities include management’s best estimates of amounts expected to be incurred for health insurance claims, workers’ compensation, general liability and automobile liability losses. A portion of this risk is retained on a self-insured basis through Sprocket, the Company's wholly-owned captive insurance subsidiary. The estimates are based on claim reports provided by the insurance carrier, management’s best estimates, and the maximum premium for a policy period. The amounts the Company will ultimately incur could differ in the near-term from the estimated amounts accrued. |
Share-based compensation | The Company recognizes share-based compensation over the requisite service period of the awards (usually the vesting period) based on the grant date fair value of awards. An offsetting increase to shareholders’ equity is recorded equal to the amount of the compensation expense charge. For restricted stock grants with performance-based milestones, the expense is valued based on the closing market share price of the Company’s stock on the date of grant and recorded over the service period after the achievement of the milestone is probable or the performance condition is achieved. For restricted stock grants with market-based performance milestones, the grant-date fair value is estimated using a Monte Carlo valuation model. Forfeitures are estimated and recorded using historical forfeiture rates. The Company has an employee stock purchase plan (“ESPP”) under which shares of the Company’s common stock are available for purchase by eligible participants. The plan allows participants to purchase APi Group common stock at 85% of its fair market value at the lower of (i) the date of commencement of the offering period or (ii) the last day of the exercise period, as defined in the plan documents. The fair value of purchases under the Company’s ESPP is estimated using the Black-Scholes option-pricing valuation model. The determination of fair value of stock-based awards using an option-pricing model is affected by the Company’s stock price as well as assumptions pertaining to several variables, including expected stock price volatility, the expected term of the award and the risk-free rate of interest. In the option-pricing model for the Company’s ESPP, expected stock price volatility is based on historical volatility of the Company’s common stock. The expected term of the award is based on historical and expected exercise patterns and the risk-free rate of interest is based on U.S. Treasury yields. |
Earnings per share | Basic earnings per common share excludes dilution and is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. The Company has determined that its Series A Preferred Stock and Series B Preferred Stock are participating securities as the Series A Preferred Stock and Series B Preferred Stock participate in dividends with common stock according to a predetermined formula. Accordingly, the Company used the two-class method of computing basic and diluted earnings per share for common stock according to participation rights of the Series A Preferred Stock and Series B Preferred Stock. Under this method, net income applicable to holders of common stock is first reduced by the amount of dividends declared on Series A Preferred Stock and Series B Preferred Stock in the current period with remaining undistributed earnings allocated on a pro rata basis to the holders of common stock, Series A Preferred Stock, and Series B Preferred Stock to the extent that each class may share income for the period; whereas undistributed net loss is allocated to common stock because holders of Series A Preferred Stock and Series B Preferred Stock are not contractually obligated to share the loss. |
Income taxes | Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more-likely-than-not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties relating to unrecognized tax benefits and penalties in income tax expense. |
Accounting standards issued and adopted | In August 2023, the FASB issued Accounting Standards Update (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. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The ASU expands segment disclosures by requiring disclosure of significant segment expenses that are regularly reviewed by the Chief Operating Decision Maker (the "CODM") and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023-07 is effective for the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this ASU on its consolidated financial statements and disclosures, but does not expect the impact to be material. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU focuses on the rate reconciliation and income taxes paid. ASU 2023-09 requires the Company to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early |
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 and identifiable intangible assets acquired and liabilities assumed. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Purchase 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 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 |
Contracts with customers, variable consideration, contract assets and liabilities, and costs to obtain or fulfill a contract | Under ASC 606, revenue is recognized when or as control of promised goods and services is transferred to customers, and the amount of revenue recognized reflects the consideration to which an entity expects to be entitled in exchange for the goods and services transferred. Net revenues are primarily recognized by the Company over time utilizing the cost-to-cost measure of progress. Net revenues recognized at a point in time primarily relate to distribution contracts and short-term time and materials contracts. Contracts with customers The Company derives net revenues primarily from contracts with a duration of less than one week to three years (with the majority of contracts with durations of less than six months) which are subject to multiple pricing options, including fixed price, unit price, time and material, or cost plus a markup. The Company also enters into fixed price service contracts related to monitoring, maintenance, and inspection of safety systems. The Company may utilize subcontractors in the fulfillment of its performance obligations. When doing so, the Company is considered the principal in these transactions and revenues are recognized on a gross basis. Net revenues for fixed price agreements are generally recognized over time using the cost-to-cost method of accounting, which measures progress based on the cost incurred relative to total expected cost in satisfying its performance obligation. The cost-to-cost method is used as it best depicts the continuous transfer of control of goods or services to the customer. Costs incurred include direct materials, labor and subcontract costs, and indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. These contract costs are included in the results of operations under cost of revenues. Labor and subcontractor labor costs are considered to be incurred and recognized as the work is performed. Net revenues from time and material contracts are recognized as the services are provided and is equal to the sum of the contract costs incurred plus an agreed upon markup. Net revenues earned from distribution contracts are recognized upon shipment or performance of the service. The cost estimation process for recognizing net revenues over time under the cost-to-cost method is based on the professional knowledge and experience of the Company’s project managers, engineers, and finance professionals. Management reviews estimates of total contract transaction price and total project costs on an ongoing basis. Changes in job performance, job conditions, and management’s assessment of expected variable consideration are factors that influence estimates of the total contract transaction price, total costs to complete those contracts, and the Company’s profit recognition. Changes in these factors could result in cumulative revisions to net revenues in the period in which the revisions are determined, which could materially affect the Company’s consolidated results of operations for that period. Provisions for estimated losses on uncompleted contracts are recorded in the period in which such estimated losses are determined. The Company’s contracts with its customers generally require significant services to integrate complex activities and equipment into a single deliverable and are, therefore, generally accounted for as a single performance obligation to provide a single contracted service for the duration of the project. For contracts with multiple performance obligations, the transaction price of a contract is allocated to each performance obligation and recognized as net revenues when or as the performance obligation is satisfied using the estimated stand-alone selling price of each distinct good or service. The stand-alone selling price is estimated using the expected cost plus a margin approach for each performance obligation. For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at December 31, 2023 was $2,871. The Company expects to recognize revenue on approximately 84% of the remaining performance obligations over the next twelve months. When more than one contract is entered into with a customer on or close to the same date, management evaluates whether those contracts should be combined and accounted for as a single contract as well as whether those contracts should be accounted for as one, or more than one, performance obligation. This evaluation requires significant judgment and is based on the facts and circumstances of the various contracts. Contracts are often modified through change orders to account for changes in the scope and price of the goods or services being provided. Although the Company evaluates each change order to determine whether such modification creates a separate performance obligation, the majority of change orders are for goods or services that are not distinct within the context of the original contract and, therefore, not treated as a separate performance obligation but rather as a modification of the existing contract and performance obligation. Variable consideration Transaction prices for customer contracts may include variable consideration, which comprises items such as early completion bonuses and liquidated damages provisions. Management estimates variable consideration for a performance obligation utilizing estimation methods believed to best predict the amount of consideration to which the Company will be entitled. Variable consideration is included in the transaction price only to the extent it is probable, in the Company’s judgment, that a significant future reversal in the amount of cumulative revenue recognized under the contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Changes in the estimates of transaction prices are recognized in net revenues on a cumulative catch-up basis in the period in which the revisions to the estimates are made. Such changes in estimates may also result in the reversal of previously recognized net revenues if the ultimate outcome differs from the Company’s previous estimate. For the years ended December 31, 2023, 2022, and 2021, there were no significant reversals of revenues recognized associated with the revision of transaction prices. The Company typically does not incur any returns, refunds or similar obligations after the completion of the performance obligation since any deficiencies are corrected during the course of performance. Contract assets and liabilities The Company typically invoices customers with payment terms of net due in 30 days. It is also common for contracts in the Company's industries to specify a general contractor is not required to submit payments to a subcontractor until it has received those funds from the owner or funding source. In most instances, the Company receives payment of invoices between 30 to 90 days of the date of the invoice. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from the Company’s projects when revenues are recognized under the cost-to-cost measure of progress and exceeds the amounts invoiced to the Company’s customers, as the amounts cannot be billed under the terms of the Company's contracts. In addition, many of the Company’s time and material arrangements are billed in arrears pursuant to contract terms, resulting in the Company recording contract assets as net revenues are recognized in advance of billings. Contract liabilities from the Company’s contracts arise when amounts invoiced to the Company’s customers exceed net revenues recognized under the cost-to-cost measure of progress. Contract liabilities also include advance payments from the Company’s customers on certain contracts. Contract liabilities decrease as the Company recognizes net revenues from the satisfaction of the related performance obligation. The Company utilizes the practical expedient under ASC 606 and does not adjust for a significant financing component if the time between payment and the transfer of the related good or service is expected to be one year or less. The Company’s revenue arrangements are typically accounted for under such expedient as payments are within one year of performance for the Company’s services. As of December 31, 2023 and 2022, none of the Company’s contracts contained a significant financing component. Costs to obtain or fulfill a contract The Company generally does not incur significant incremental costs related to obtaining or fulfilling a contract prior to the start of a project. The Company may incur certain fulfillment costs such as initial design or mobilization costs which are capitalized if: (i) they relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation under the contract, and (iii) are expected to be recovered through revenues generated under the contract. Such costs, which are amortized over the life of the respective project, were not material for any period presented. |
Right-of-use assets and liabilities | The Company made an accounting policy election to not recognize lease assets and lease liabilities for leases with terms of twelve months or less. For all other leases, the Company recognizes right-of-use ("ROU") assets and lease liabilities based on the present value of the lease payments over the lease term at the commencement date of the lease (or January 1, 2019 for leases existing upon the adoption of ASC 842). The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by lease incentives. When material leases are acquired in business combinations, the Company is required to measure the acquired lease liabilities at the present value of the remaining lease payments as if the acquired leases were new leases. A reassessment of the lease term, lessee options to purchase an underlying asset, lease payments, and discount rates is performed as of the date of acquisition. The ROU assets are then remeasured at the amount of the lease liability, adjusted for any off-market terms present in the acquired leases. The Company’s future lease payments may include payments that depend on an index or a rate (such as the consumer price index). The Company initially measures payments based on an index or rate using the applicable rate at lease commencement, and subsequent changes in such rates are recognized as variable lease costs in the period incurred. Some leases contain variable payments that are not based on an index or rate, and therefore are not included in the initial measurement of ROU assets and lease liabilities. These variable payments typically represent additional services transferred to the Company, such as common area maintenance for real estate, and maintenance or service programs for vehicles, and are recorded in lease expense in the period incurred. For leases that include residual value guarantees or payments for terminating the lease, the Company includes these costs in the lease liability when it is probable they will be incurred. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [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 Acquisition B23 Other 2023 acquisitions Cash paid at closing $ 30 $ 27 $ 22 Cash deposited into escrow 5 — — Accrued consideration 3 5 2 Total net consideration $ 38 $ 32 $ 24 Cash and cash equivalents — 1 — Accounts receivable 8 7 — Contract assets 1 2 — Other current assets — 2 1 Intangible assets 13 12 9 Goodwill 19 12 16 Other accrued liabilities — (2) — Contract liabilities (3) (2) (2) Net assets acquired $ 38 $ 32 $ 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 |
Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the fair value of the identifiable intangible assets: Customer relationships $ 695 Trade names and trademarks 450 Contractual backlog 55 Total intangibles $ 1,200 |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Program | The following table summarizes the Company's 2023 restructuring program for the years ended December 31, 2023 and 2022: Employee termination benefits Program related costs Asset write-downs Total December 31, 2021 $ — $ — $ — $ — Charges 30 — — 30 Payments (8) — — (8) Currency translation adjustment — — — — December 31, 2022 $ 22 $ — $ — $ 22 Charges 37 3 6 46 Payments (27) (3) — (30) Reversals (1) — — (1) Currency translation adjustment 1 — — 1 December 31, 2023 $ 32 $ — $ 6 $ 38 |
NET REVENUES (Tables)
NET REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [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 years ended December 31, 2023, 2022, and 2021. 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: Year Ended December 31, 2023 Safety Specialty Consolidated Life Safety $ 4,364 $ — $ 4,364 HVAC 507 — 507 Infrastructure/Utility — 1,224 1,224 Fabrication — 202 202 Specialty Contracting — 653 653 Corporate and Eliminations — — (22) Net revenues $ 4,871 $ 2,079 $ 6,928 Year Ended December 31, 2022 Safety Specialty Consolidated Life Safety $ 4,077 $ — $ 4,077 HVAC 498 — 498 Infrastructure/Utility — 1,154 1,154 Fabrication — 253 253 Specialty Contracting — 623 623 Corporate and Eliminations — — (47) Net revenues $ 4,575 $ 2,030 $ 6,558 Year Ended December 31, 2021 Safety Specialty Consolidated Life Safety $ 1,698 $ — $ 1,698 HVAC 382 — 382 Infrastructure/Utility — 1,058 1,058 Fabrication — 244 244 Specialty Contracting — 605 605 Corporate and Eliminations — — (47) Net revenues $ 2,080 $ 1,907 $ 3,940 Year Ended December 31, 2023 Safety Specialty Corporate and Consolidated United States $ 2,322 $ 2,038 $ (22) $ 4,338 France 607 — — 607 Other 1,942 41 — 1,983 Net revenues $ 4,871 $ 2,079 $ (22) $ 6,928 Year Ended December 31, 2022 Safety Specialty Corporate and Consolidated United States $ 2,148 $ 1,961 $ (47) $ 4,062 France 564 — — 564 Other 1,863 69 — 1,932 Net revenues $ 4,575 $ 2,030 $ (47) $ 6,558 Year Ended December 31, 2021 Safety Specialty Corporate and Consolidated United States $ 1,726 $ 1,870 $ (47) $ 3,549 France — — — — Other 354 37 — 391 Net revenues $ 2,080 $ 1,907 $ (47) $ 3,940 |
Summary of Accounts Receivable, Net of Allowances, Contract Assets and Contract Liabilities from Contracts with Customers | The balances of accounts receivable, net of allowances, contract assets and contract liabilities from contracts with customers as of December 31, 2023, 2022, and 2021 are as follows: Accounts receivable, net of allowances Contract Contract Balance at December 31, 2023 $ 1,395 $ 436 $ 526 Balance at December 31, 2022 1,313 459 463 Balance at December 31, 2021 767 217 243 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes In Carrying Amounts of Goodwill By Reportable Segments | Safety Specialty Total Goodwill as of December 31, 2021 $ 925 $ 181 $ 1,106 Acquisitions 1,372 — 1,372 Foreign currency translation and other, net (1) (96) — (96) Goodwill as of December 31, 2022 2,201 181 2,382 Acquisitions 47 — 47 Impairment of goodwill (2) — (4) (4) Foreign currency translation 46 — 46 Goodwill as of December 31, 2023 $ 2,294 $ 177 $ 2,471 (1) Other includes immaterial measurement period adjustments recorded during the year ended December 31, 2022 related to acquisitions for which the measurement period ended during the year ended December 31, 2022. (2) The Company sold an operating company (See Note 5 - "Divestitures"). Pursuant to the authoritative literature, the Company evaluated the recoverability of the carrying value of the assets and liabilities and recorded a goodwill impairment charge of $4. |
Summary of Identifiable Intangible Assets | The Company's identifiable intangible assets are comprised of the following as of December 31, 2023 and 2022: December 31, 2023 Weighted Average Remaining Useful Gross Accumulated Net Carrying Amortized intangibles: Contractual backlog 0.5 $ 155 $ (154) $ 1 Customer relationships 9.4 1,552 (518) 1,034 Trade names and trademarks 12.1 722 (137) 585 Total $ 2,429 $ (809) $ 1,620 December 31, 2022 Weighted Average Remaining Useful 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 |
Schedule of Aggregate Amortization Expense of the Intangible | Approximate annual aggregate amortization expense of the intangible assets for the five years subsequent to December 31, 2023, is as follows: Years ending December 31: 2024 $ 201 2025 201 2026 201 2027 177 2028 107 Thereafter 733 Total $ 1,620 |
Summary of Amortization Expense Recognized on Intangible Assets | Amortization expense recognized on identifiable intangible assets are as follows: Year Ended December 31, 2023 2022 2021 Cost of revenues $ 27 $ 30 $ 5 Selling, general, and administrative expenses 197 197 122 Total intangible asset amortization expense $ 224 $ 227 $ 127 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [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 December 31, 2023 and 2022: Fair Value Measurements at December 31, 2023 Financial assets: Level 1 Level 2 Level 3 Total Derivatives designated as hedge instruments Cash flow hedges - interest rate swaps $ — $ 7 $ — $ 7 Cash flow hedges - cross currency contracts — 10 — 10 Net investment hedges - cross currency contracts — 20 — 20 Fair value hedges - cross currency contracts — 17 — 17 Derivatives not designated as hedge instruments Foreign currency forward contracts — — — — Total $ — $ 54 $ — $ 54 Financial liabilities: Derivatives not designated as hedge instruments Foreign currency forward contracts — — — — Contingent consideration obligations — — (6) (6) Total $ — $ — $ (6) $ (6) 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 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: Year Ended December 31, 2023 2022 2021 Balance at the beginning of the year $ 4 $ 4 $ 7 Issuances 3 — 3 Settlements (1) — (6) Balance at the end of the year $ 6 $ 4 $ 4 Number of open contingent consideration arrangements at the end of the year 2 3 3 Maximum potential payout at the end of the year $ 6 $ 4 $ 5 |
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 variable and non-variable interest rate debt (instruments defined in Note 13 – “Debt”), including current portion and excluding unamortized debt issuance costs. Fair value is estimated by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The interest rates of the variable interest rate long-term debt instruments are generally reset monthly. During 2023, the Company completed repricing of its 2019 Term Loan and 2021 Term Loan and $422 of the 2019 Term Loan was extended to the 2021 Term Loan. During 2023, the Company also repaid an aggregate amount of $375 and $100 to the 2019 Term Loan and 2021 Term Loan, respectively. December 31, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value 2019 Term Loan $ 330 $ 331 $ 1,127 $ 1,120 2021 Term Loan 1,407 1,407 1,085 1,075 4.125% Senior Notes 337 305 337 284 4.750% Senior Notes 277 257 277 243 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2023 December 31, 2022 Outstanding Gross Other Other Outstanding Gross Other Other Notional Amount Noncurrent liabilities Notional Amount Noncurrent liabilities Derivatives designated as hedging instruments: Cash flow hedges: Interest rate swaps $ 1,120 $ 7 $ — $ 1,120 $ 14 $ — Cross currency contracts 120 10 — 120 17 — Foreign currency forward contracts — — — — — — Fair value hedges: Cross currency contracts 721 17 — 721 50 — Net investment hedges: Cross currency contracts 230 20 — 230 32 — Total derivatives designated as hedging instruments $ 2,191 $ 54 $ — $ 2,191 $ 113 $ — Derivatives not designated as hedging instruments: Foreign currency forward contracts 73 — 1 118 — — Total derivatives not designated as hedging instruments $ 73 $ — $ 1 $ 118 $ — $ — Total derivatives $ 2,264 $ 54 $ 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 effect of derivatives on the consolidated statements of operations: Amount of income (expense) recognized in income Location of income (expense) Year ended December 31, Derivatives 2023 2022 2021 Cash flow hedging relationships: Interest rate swaps Interest expense, net $ 32 $ 1 $ (11) Cross currency contracts Investment income and other, net (3) 6 7 Cross currency contracts Interest expense, net 2 2 — Fair value hedging relationships: Cross currency contracts Investment income and other, net (25) 53 — Cross currency contracts Interest expense, net 2 3 — Net investment hedging relationships: Cross currency contracts Interest expense, net 4 4 2 Not designated as hedging instruments: Foreign currency forward contracts Investment income and other, net 1 2 1 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 AOCI into income Amount of gain (loss) Year ended December 31, Year ended December 31, Derivatives 2023 2022 2021 2023 2022 2021 Cash flow hedging relationships: Interest rate swaps $ (6) $ 48 $ 18 Interest expense, net $ 16 $ 3 $ — Cross currency contracts (3) 3 — Investment income and other, net (3) 10 (7) Fair value hedging relationships: Cross currency contracts (6) (2) — Investment income and other, net (25) 53 — Net investment hedging relationships: Cross currency contracts (9) 14 8 Interest expense, net 1 — (1) |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Components of Property and Equipment | The components of property and equipment as of December 31, 2023 and 2022 are as follows: Estimated December 31 2023 2022 Land N/A $ 27 $ 30 Building 39 105 98 Machinery, equipment, and office equipment 1-20 353 348 Autos and trucks 4-10 112 116 Leasehold improvements 1-15 35 33 Total cost 632 625 Accumulated depreciation (247) (218) Property and equipment, net $ 385 $ 407 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense are as follows: Year Ended December 31, 2023 2022 2021 Operating lease cost $ 88 $ 75 $ 35 Finance lease cost - amortization of right-of-use assets 6 4 2 Short-term lease cost 41 39 26 Variable lease cost 22 21 6 Total lease cost $ 157 $ 139 $ 69 Supplemental consolidated statements of cash flows information related to leases is as follows: Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows - payments on operating leases $ 88 $ 75 $ 35 Financing cash outflows - payments on finance leases 7 5 18 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 81 $ 186 $ 26 Finance leases 5 15 3 |
Schedule of Supplemental Balance Sheet Information | Supplemental consolidated balance sheets information related to leases is as follows: Year Ended December 31, 2023 2022 Finance leases: Machinery and equipment 15 17 Property and equipment, net $ 15 $ 17 Weighted-average remaining lease term: Operating leases 4.9 years 5.0 years Finance leases 2.1 years 2.9 years Weighted-average discount rate: Operating leases 5.7 % 3.9 % Finance leases 5.2 % 4.5 % |
Schedule of Operating Lease Maturity | The future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities recognized on the consolidated balance sheets as of December 31, 2023 is as follows: Operating Leases Finance Leases Total Year ending December 31: 2024 $ 77 $ 6 $ 83 2025 59 6 65 2026 40 3 43 2027 27 — 27 2028 18 — 18 Thereafter 43 — 43 Total lease payments 264 15 279 Less imputed interest 31 1 32 Total present value of lease liabilities $ 233 $ 14 $ 247 Operating and finance leases - current $ 69 $ 6 $ 75 Operating and finance leases - non-current 164 8 172 Total present value of lease liabilities $ 233 $ 14 $ 247 |
Schedule of Finance Lease Maturity | The future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities recognized on the consolidated balance sheets as of December 31, 2023 is as follows: Operating Leases Finance Leases Total Year ending December 31: 2024 $ 77 $ 6 $ 83 2025 59 6 65 2026 40 3 43 2027 27 — 27 2028 18 — 18 Thereafter 43 — 43 Total lease payments 264 15 279 Less imputed interest 31 1 32 Total present value of lease liabilities $ 233 $ 14 $ 247 Operating and finance leases - current $ 69 $ 6 $ 75 Operating and finance leases - non-current 164 8 172 Total present value of lease liabilities $ 233 $ 14 $ 247 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Debt Obligations | Debt obligations consist of the following: December 31, Maturity Date 2023 2022 Term loan facility 2019 Term Loan October 1, 2026 $ 330 $ 1,127 Revolving Credit Facility October 1, 2026 — — 2021 Term Loan January 3, 2029 1,407 1,085 Senior notes 4.125% Senior Notes July 15, 2029 337 337 4.750% Senior Notes October 15, 2029 277 277 Other obligations 5 6 Total debt obligations 2,356 2,832 Less: unamortized deferred financing costs (29) (43) Total debt, net of deferred financing costs 2,327 2,789 Less: short-term and current portion of long-term debt (5) (206) Long-term debt, less current portion $ 2,322 $ 2,583 |
Schedule of Annual Maturities, Excluding Amortization of Debt Issuance Costs | Approximate annual maturities, excluding amortization of debt issuance costs, of the Company’s financing arrangements for years subsequent to December 31, 2023, are as follows: Years Ending December 31: 2024 $ 5 2025 — 2026 330 2027 — 2028 — Thereafter 2,021 Total $ 2,356 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Income (Loss) Before Income Taxes | For the years ended December 31, 2023, 2022, and 2021, the components of income before income taxes are as follows: Years Ended December 31, 2023 2022 2021 U.S. earnings $ 186 $ 40 $ 54 Foreign earnings 46 53 25 Total earnings $ 232 $ 93 $ 79 |
Summary of Income Tax Provision (Benefit) | The income tax provision (benefit) for the years ended December 31, 2023, 2022, and 2021, consisted of the following: Years Ended December 31, 2023 2022 2021 Current: U.S. federal $ 48 $ 32 $ 9 State 23 13 8 Foreign 40 22 9 Total current tax provision $ 111 $ 67 $ 26 Deferred: U.S. federal $ (10) $ (32) $ 6 State (1) (3) 2 Foreign (21) (12) (2) Total deferred tax (benefit) provision $ (32) $ (47) $ 6 Total income tax provision $ 79 $ 20 $ 32 |
Summary of Reconciliation of Federal Statutory Income Tax Rate | The reconciliation of the federal statutory income tax rate to the Company’s provision for income taxes is as follows: Years Ended December 31, 2023 2022 2021 Expected provision at statutory federal rate $ 49 21.0 % $ 19 21.0 % $ 17 21.0 % State tax provision, net of federal benefit 17 7.3 % 7 7.5 % 8 10.1 % Foreign rate differential (1) (0.4 %) (4) (4.3) % 1 1.3 % Valuation allowance 8 3.4 % (1) (1.1) % — — % Permanent differences and other 3 1.3 % 4 4.4 % — — % Uncertain tax positions — — % (1) (1.1) % — — % Transaction costs — — % 3 3.2 % 4 5.1 % Withholding taxes on foreign entities — — % (9) (9.7) % — — % Section 162(m) limitation 3 1.3 % 2 2.1 % 2 2.5 % Total provision for income taxes $ 79 33.9 % $ 20 22.0 % $ 32 40.0 % |
Summary of Components of Deferred Tax Assets And Liabilities | The components of deferred tax assets and liabilities consisted of the following: December 31, 2023 2022 Deferred tax assets: Operating and finance lease liabilities $ 57 $ 59 Accrued compensation 60 48 Accrued expenses 28 31 Net operating loss carryforwards 28 26 Contingent consideration and compensation liabilities 13 10 Capital loss carryforwards 54 47 Credits 38 36 Reserves and allowances 6 10 Other 14 16 Gross deferred tax assets 298 283 Valuation allowance (114) (100) Net deferred tax assets $ 184 $ 183 Deferred tax liabilities: Depreciation on fixed assets $ 42 $ 51 Goodwill 23 3 Amortization on identified intangible assets 165 203 Operating lease right of use assets 56 59 Derivatives 1 9 Deferred payments 4 4 Pension and post-retirement obligations 11 82 Other 2 4 Gross deferred tax liabilities $ 304 $ 415 Net deferred tax liabilities $ (120) $ (232) |
Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Years Ended December 31, 2023 2022 2021 Gross unrecognized tax benefits at the beginning of the year $ 8 $ 2 $ 3 Additions for tax positions taken in a prior period (including acquired uncertain tax positions) — 7 — Reductions for tax positions taken in a prior period (including acquired uncertain tax positions) (1) — (1) Additions for tax positions taken in the current period 1 1 — Reductions for tax positions taken in current period — — — Reductions for tax positions due to lapse in statue of limitations (1) — — Foreign currency translation adjustments — (2) — Gross unrecognized tax benefits as of the end of the year $ 7 $ 8 $ 2 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Multiemployer Plan | Pension Fund EIN/PN Plan PPA Zone Status (1) FIP/RP Contributions More Than 5% (2) Surcharge Expiration December 31 (in millions) 2023 2022 2021 2023 (3) 2022 (3) 2021 (3) National Automatic Sprinkler Industry Pension Fund 52-6054620-001 12/31/2022 Green Green Green No 32 30 26 Yes No 3/31/2025 Twin City Pipe Trades Pension Plan 41-6131800-001 4/30/2023 Green Green Green No 11 10 9 Yes No 4/30/2024 National Electrical Benefit Fund 53-0181657-001 12/31/2022 Green Green Green No 8 8 6 No No 3/31/2025 Boilermaker-Blacksmith National Pension Trust 48-6168020-001 12/31/2022 Green Yellow Yellow No 6 5 6 No No 12/31/2025 Sheet Metal Workers' National Pension Fund 52-6112463-001 12/31/2022 Green Yellow Yellow No 6 6 6 No No 4/30/2025 Heavy And General Laborers Local Unions 472 And 172 Of New Jersey Pension Fund (4) 22-6032103-001 3/31/2022 Green Green Green No 5 5 6 Yes No 2/29/2024 Central Pension Fund Of The IUOE & Participating Employers 36-6052390-001 1/31/2023 Green Green Green No 4 3 3 No No 5/31/2026 United Association National Pension Fund 52-6152779-001 6/30/2022 Green Yellow Yellow No 3 4 4 No No 6/1/2024 Building Trades United Pension Trust Fund Milwaukee And Vicinity 51-6049409-001 5/31/2023 Green Green Green No 2 2 2 No No 5/31/2026 Minnesota Laborers Pension Fund 41-6159599-001 12/31/2022 Green Green Green No 2 2 2 No No 4/30/2026 Twin City Carpenters And Joiners Pension Fund 41-6043137-001 12/31/2022 Green Green Yellow No 2 1 — No No 4/30/2024 Sheet Metal Workers' Local 10 Pension Fund 41-1562581-001 12/31/2022 Green Green Green No 2 3 3 Yes No 4/30/2024 Total other 17 20 22 Total $ 100 $ 99 $ 95 (1) The zone status represents the most recent available information for the respective MEPP, which may be 2022 or earlier for the 2023 year and 2021 or earlier for the 2022 year. (2) This information was obtained from the respective plan’s Form 5500 (Forms) for the most current available filing. These dates may not correspond with the Company’s fiscal year contributions. The above-noted percentages of contributions are based upon disclosures contained in the plans’ Forms. Those Forms, among other things, disclose the names of individual participating employers whose annual contributions account for more than 5% of the aggregate annual amount contributed by all participating employers for a plan year. Accordingly, if the annual contribution of two or more of the Company’s subsidiaries each accounted for less than 5% of such contributions, but in the aggregate accounted for in excess of 5% of such contributions, that greater percentage is not available and accordingly is not disclosed. (3) 2023 , 2022, and 2021 periods represent the years ended December 31, 2023, 2022, and 2021. (4) Subsequent to December 31, 2023, this agreement was renewed until February 2027. |
PENSION (Tables)
PENSION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Information for Pension Plans with Projected Benefit Obligations in Excess of Plan Assets | December 31, 2023 2022 Projected benefit obligation ("PBO") funded status Fair value of plan assets $ 1,650 1,617 Benefit obligations (1,588) (1,262) Funded status of plans $ 62 $ 355 December 31, 2023 2022 Change in benefit obligation Beginning balance $ 1,262 $ — Acquisition — 2,041 Service cost 4 7 Interest cost 62 32 Plan participants' contributions 1 1 Actuarial loss (gain) 284 (531) Benefits paid (89) (92) Settlements (4) (13) Currency impact 68 (183) Ending balance $ 1,588 $ 1,262 Change in plan assets Beginning balance $ 1,617 $ — Acquisition — 2,615 Employer contributions 4 34 Plan participants' contributions 1 1 Benefits paid (89) (92) Actual return on assets 40 (687) Settlements (4) (13) Currency impact 81 (241) Ending balance $ 1,650 $ 1,617 Information for pension plans with projected benefit obligations in excess of plan assets: December 31, 2023 2022 PBO $ 69 $ 60 Accumulated benefit obligation 58 49 Fair value of plan assets 20 23 |
Summary of Supplemental Consolidated Balance Sheets Information Related to Pension | Supplemental consolidated balance sheets information related to pension is as follows: December 31, 2023 2022 Pension and post-retirement assets $ 111 $ 392 Other accrued liabilities (1) (1) Other noncurrent liabilities (48) (36) Net amount recognized $ 62 $ 355 |
Information for Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets | Information for pension plans with accumulated benefit obligations in excess of plan assets: December 31, 2023 2022 PBO $ 64 $ 54 Accumulated benefit obligation 53 44 Fair value of plan assets 15 18 |
Components of Net Periodic Pension Benefit | The components of the net periodic pension benefit for the defined benefit pension plans are as follows: December 31, 2023 2022 Service cost $ 4 $ 7 Interest cost 62 32 Expected return on plan assets (79) (74) Amortization of net loss 4 — Cost of Settlement 1 — Net periodic pension benefit $ (8) $ (35) |
Major Assumptions Used to Determine Benefit Obligation | Major assumptions used in determining the benefit obligation and net periodic benefit cost for pension plans are presented in the following table as weighted averages: Year Ended December 31, 2023 2022 Benefit Obligation Net Periodic Benefit Obligation Net Periodic Discount rates: PBO 4.0 % 4.9 % 4.9 % 1.9 % Interest cost — % 5.0 % — % 1.7 % Service cost — % 4.6 % — % 2.2 % Salary scale 3.1 % 3.0 % 3.0 % 2.9 % Expected return on plan assets — % 4.9 % — % 3.1 % |
Summary of Allocation of Pension Plan Assets | The allocation of the pension plan assets are presented in the following table as weighted averages: Year Ended December 31, 2023 2022 Target Asset Allocation Percentage Percentage of Plan Assets Target Asset Allocation Percentage Percentage of Plan Assets Equity securities 3.8 % 3.7 % 3.8 % 3.8 % Debt securities 4.4 % 4.5 % 82.2 % 76.1 % Real estate 0.6 % 0.6 % 0.6 % 0.8 % Other 1 91.2 % 91.2 % 13.4 % 19.3 % Total 100.0 % 100.0 % 100.0 % 100.0 % (1) Other includes insurance contracts. |
Summary of Fair Value of Pension Plan Assets by Asset Category | The fair values of the pension plan assets by asset category are as follows: Asset Category Quoted Prices in Significant Significant Not Subject to Leveling 1 Total Equities: Global equity funds $ — $ 79 $ — $ — $ 79 Insurance contracts — — 1,383 — 1,383 Fixed income securities: Governments — 93 — — 93 Corporate bonds — 4 — — 4 Global fixed income at net asset value — 63 — — 63 Real Estate — 1 — — 1 Other 2 — — — 8 8 Cash & cash equivalents 3 19 — — — 19 Subtotal $ 19 $ 240 $ 1,383 $ 8 $ 1,650 Other assets & liabilities 4 — Total at December 31, 2023 $ 1,650 Asset Category Quoted Prices in Significant Significant Not Subject to Leveling 1 Total Equities: Global equity funds $ — $ 326 $ — $ 12 $ 338 Fixed income securities: Governments — 762 — — 762 Corporate bonds — 415 — — 415 Global fixed income at net asset value — 50 — — 50 Real estate 5 — 11 — — 11 Other 2 — 1 — 4 5 Cash & cash equivalents 3 16 20 — — 36 Subtotal $ 16 $ 1,585 $ — $ 16 $ 1,617 Other assets & liabilities 4 — Total at December 31, 2022 $ 1,617 (1) In accordance with ASU 2015-07, Fair Value Measurement (Topic 820), certain investments that are measured at fair value using net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented for the total pension assets. (2) Represents various contracts and global risk balanced commingled funds consisting mainly of equity, bonds, and some commodities. (3) Represents short-term commercial paper, bonds, and other cash or cash-like investments. (4) Represents trust receivables and payables that are not leveled. (5) Represents investments in real estate, including commingled funds and directly held properties. |
Schedule of Effect of Significant Unobservable Inputs, Changes in Plan Assets | The table below presents a reconciliation of the fair value of the Company’s pension assets that use significant unobservable inputs (Level 3): Year Ended December 31, 2023 Balance at the beginning of the year $ — Purchase of insurance contracts 1,422 Return on assets (27) Payments from insurance policy (12) Balance at the end of the year $ 1,383 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Changes in Number of Common Shares Underlying Options | The following table summarizes the changes in the number of common shares underlying options for 2023 (shares in whole numbers and per share values in whole dollars): Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2021 162,500 $ 11.50 2.8 1.0 Exercised (37,500) 11.50 Outstanding at December 31, 2022 125,000 $ 11.50 1.8 1.0 Exercised — — Outstanding at December 31, 2023 125,000 $ 11.50 0.8 3.0 Exercisable at December 31, 2023 125,000 $ 11.50 0.8 3.0 |
Summary of Changes in Number of Outstanding RSUs and PSUs | The time-based RSUs granted to the Company’s directors vest at the end of the anniversary date of their grant date. Time-Based Weighted-Average Weighted-Average Outstanding at December 31, 2021 761,126 $ 13.23 1.2 Granted 509,748 19.41 Vested (466,235) 12.48 Forfeited (77,006) 14.11 Outstanding at December 31, 2022 727,633 $ 17.95 0.9 Granted 631,227 23.60 Vested (387,942) 16.16 Forfeited (66,574) 23.12 Outstanding at December 31, 2023 904,344 $ 22.28 1.0 Expected to vest at December 31, 2023 870,579 $ 22.25 1.0 Performance- Weighted-Average Weighted-Average Outstanding at December 31, 2021 552,329 19.12 2.0 Granted 542,223 20.77 Forfeited (102,293) 19.50 Change in units based on performance expectations (133,902) 19.50 Outstanding at December 31, 2022 858,357 20.06 1.5 Granted 573,070 23.42 Forfeited (139,275) 20.97 Change in units based on performance expectations 359,868 20.97 Outstanding at December 31, 2023 1,652,020 $ 21.35 1.0 Expected to vest at December 31, 2023 1,588,512 $ 21.28 1.0 |
Schedule of Unvested Restricted Stock Units Roll Forward | The MSUs will vest 100% on March 9, 2025, the third anniversary of the grant date, as the performance condition was satisfied during the year ended December 31, 2023. Market-Based Weighted-Average Weighted-Average Outstanding at December 31, 2021 — $ — Granted 444,926 16.31 Forfeited (6,746) 2.51 Outstanding at December 31, 2022 438,180 $ 16.19 2.2 Forfeited (24,819) 1.76 Outstanding at December 31, 2023 413,361 $ 17.06 1.2 Expected to vest at December 31, 2023 362,051 $ 17.06 1.2 |
Summary of Valuation Assumptions | The key assumptions used in valuing these market-based awards were as follows: Risk-free interest rate 1.85 % Dividend yield — Expected volatility 45 % |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Computation Earnings (Loss) Per Common Share Using Two Class Method | The following table sets forth the computation of earnings per common share 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, RSUs, PSUs and MSUs 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, RSUs, PSUs, MSUs, and stock options are anti-dilutive. (amounts in millions, except share and per share amounts): For the Years Ended December 31, 2023 2022 Basic earnings (loss) per common share: Net income $ 153 $ 73 Less income allocable to Series A Preferred Stock — (3) Less stock dividend attributable to Series A Preferred Stock (270) — Less income allocable to Series B Preferred Stock — (3) Less stock dividend attributable to Series B Preferred Stock (44) (44) Net (loss) income attributable to common shareholders $ (161) $ 23 Weighted average shares outstanding - basic 235,136,849 233,201,569 (Loss) income per common share - basic $ (0.68) $ 0.10 Diluted earnings (loss) per common share: Net income $ 153 $ 73 Less income allocable to Series A Preferred Stock — (3) Less stock dividend attributable to Series A Preferred Stock (270) — Less stock dividend attributable to Series B Preferred Stock (44) (44) Net (loss) income attributable to common shareholders - diluted $ (161) $ 26 Weighted average shares outstanding - diluted 235,136,849 233,201,569 Dilutive securities: (1) RSUs, warrants, and stock options — 359,178 Shares issuable upon conversion of Series B Preferred Shares — 32,520,000 Weighted average shares outstanding - diluted 235,136,849 266,080,747 (Loss) income per common share - diluted $ (0.68) $ 0.10 (1) The following items were excluded from the calculation of diluted shares as their inclusion would be anti-dilutive: a. For the years ended December 31, 2023 and 2022, 4,000,000 shares of Series A Preferred Stock, which are convertible to the same number of common shares. b. For the year ended December 31, 2023, 800,000 shares of Series B Preferred Stock which are convertible to 32,520,000 shares of common stock. c. For the year ended December 31, 2023, 125,000 stock options to purchase the same number of common shares. d. For the year ended December 31, 2023, 7,944,104 common share equivalents, which represent the dividend that the Series A Preferred Stock holders are entitled to receive. (See additional description in Note 19 - "Shareholders' Equity and Redeemable Convertible Preferred Stock") e. For the year ended December 31, 2023, 904,344 RSUs, 1,652,020 PSUs, and 413,361 MSUs. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Summary of Reconciliation Operating Income to EBITDA | Summarized financial information for the Company’s reportable segments are presented and reconciled to consolidated financial information in the following tables, including a reconciliation of consolidated operating income (loss) to EBITDA: For the Year Ended December 31, 2023 Safety Specialty Corporate and Consolidated Net revenues $ 4,871 $ 2,079 $ (22) $ 6,928 EBITDA Reconciliation Operating income (loss) $ 396 $ 108 $ (145) $ 359 Plus: Investment income and other, net 3 9 1 13 Non-service pension benefit 12 — — 12 Loss on extinguishment of debt, net — — (7) (7) Depreciation 27 49 3 79 Amortization 169 51 4 224 EBITDA $ 607 $ 217 $ (144) $ 680 Total assets $ 5,795 $ 1,214 $ 581 $ 7,590 Capital expenditures 25 48 13 86 For the Year Ended December 31, 2022 Safety Specialty Corporate and Consolidated Net revenues $ 4,575 $ 2,030 $ (47) $ 6,558 EBITDA Reconciliation Operating income (loss) $ 256 $ 97 $ (191) $ 162 Plus: Investment income and other, net 1 7 1 9 Non-service pension benefit 42 — — 42 Gain on extinguishment of debt, net — — 5 5 Depreciation 26 46 5 77 Amortization 167 56 4 227 EBITDA $ 492 $ 206 $ (176) $ 522 Total assets $ 6,029 $ 1,281 $ 781 $ 8,091 Capital expenditures 25 49 5 79 For the Year Ended December 31, 2021 Safety Specialty Corporate and Consolidated Net revenues $ 2,080 $ 1,907 $ (47) $ 3,940 EBITDA Reconciliation Operating income (loss) $ 207 $ 78 $ (149) $ 136 Plus: Investment income and other, net 6 9 (3) 12 Loss on extinguishment of debt, net — — (9) (9) Depreciation 8 61 6 75 Amortization 66 57 4 127 EBITDA $ 287 $ 205 $ (151) $ 341 Total assets $ 2,170 $ 1,299 $ 1,690 $ 5,159 Capital expenditures 6 48 1 55 |
NATURE OF BUSINESS - Additional
NATURE OF BUSINESS - Additional Information (Detail) | Dec. 31, 2023 location |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of locations | 500 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Product Information [Line Items] | |||
Number of operating segments | segment | 2 | ||
Number of reportable segments | segment | 2 | ||
Foreign currency transaction gain (loss) | $ 1 | $ (2) | $ (3) |
Foreign currency translation gain (loss) | 61 | (164) | (11) |
Earnings from joint ventures | 153 | 73 | 47 |
Accrued liabilities for workers' compensation, general and automobile claims | 98 | 123 | |
Receivable from Insurance carriers | 12 | 11 | |
Accrued liabilities for health insurance claims | 6 | 7 | |
Letters of Credit | |||
Product Information [Line Items] | |||
Total debt obligations | $ 137 | 121 | |
Customer relationships | Minimum | |||
Product Information [Line Items] | |||
Intangible assets, estimated useful lives | 2 years | ||
Customer relationships | Maximum | |||
Product Information [Line Items] | |||
Intangible assets, estimated useful lives | 15 years | ||
Trade names and trademarks | Maximum | |||
Product Information [Line Items] | |||
Intangible assets, estimated useful lives | 15 years | ||
Contractual backlog | Minimum | |||
Product Information [Line Items] | |||
Intangible assets, estimated useful lives | 6 months | ||
Contractual backlog | Maximum | |||
Product Information [Line Items] | |||
Intangible assets, estimated useful lives | 36 months | ||
Other Noncurrent Liabilities | |||
Product Information [Line Items] | |||
Accrued liabilities for workers' compensation, general and automobile claims | $ 74 | 66 | |
Joint Ventures | |||
Product Information [Line Items] | |||
Earnings from joint ventures | 7 | 3 | $ 3 |
Joint Ventures | Other Assets | |||
Product Information [Line Items] | |||
Investment balance | $ 4 | $ 4 | |
ESPP | |||
Product Information [Line Items] | |||
Percentage of fair market value of common stock | 85% |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) $ in Millions | 12 Months Ended | |||||
Dec. 29, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jan. 03, 2022 USD ($) | Dec. 31, 2023 USD ($) business | Dec. 31, 2022 USD ($) country | Dec. 31, 2021 USD ($) | |
Asset Acquisition [Line Items] | ||||||
Accrued consideration | $ 11 | $ 1 | $ 18 | |||
Goodwill, expected tax deduction | 47 | |||||
Goodwill | 2,471 | $ 2,382 | $ 1,106 | |||
Acquisition A23 | ||||||
Asset Acquisition [Line Items] | ||||||
Cash paid at closing | $ 30 | |||||
Cash deposited into escrow | 5 | |||||
Accrued consideration | 3 | |||||
Total net consideration | 38 | |||||
Goodwill | $ 19 | |||||
Acquisition B23 | ||||||
Asset Acquisition [Line Items] | ||||||
Cash paid at closing | $ 27 | |||||
Cash deposited into escrow | 0 | |||||
Accrued consideration | 5 | |||||
Total net consideration | 32 | |||||
Goodwill | $ 12 | |||||
Other 2023 acquisitions | ||||||
Asset Acquisition [Line Items] | ||||||
Cash paid at closing | 22 | |||||
Cash deposited into escrow | 0 | |||||
Accrued consideration | $ 2 | |||||
Number of businesses acquired | business | 5,000,000 | |||||
Total net consideration | $ 24 | |||||
Goodwill | 16 | |||||
Chubb Acquisition | ||||||
Asset Acquisition [Line Items] | ||||||
Cash paid at closing | $ 2,935 | |||||
Total net consideration | 2,893 | |||||
Number of countries of significant business operations | country | 17 | |||||
Number of countries expanding operations | country | 20 | |||||
Transaction costs | $ 24 | |||||
Goodwill | $ 1,367 | |||||
Chubb Acquisition | Customer relationships | ||||||
Asset Acquisition [Line Items] | ||||||
Intangible assets, estimated useful lives | 15 years | |||||
Chubb Acquisition | Trade names and trademarks | ||||||
Asset Acquisition [Line Items] | ||||||
Intangible assets, estimated useful lives | 15 years | |||||
Chubb Acquisition | Contractual backlog | ||||||
Asset Acquisition [Line Items] | ||||||
Intangible assets, estimated useful lives | 2 years | |||||
2019 APi Acquisition | ||||||
Asset Acquisition [Line Items] | ||||||
Contingent compensation | 9 | 19 | ||||
Maximum payout of contingent compensation | 15 | 25 | ||||
Payout of accrued contingent compensation | 9 | 19 | ||||
Liability for deferred payments | $ 17 | $ 9 | ||||
2019 APi Acquisition | Minimum | ||||||
Asset Acquisition [Line Items] | ||||||
Contingent compensation arrangements recognized period | 1 year | |||||
Liability for deferred payments recognition period | 1 year | |||||
2019 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 | 12 Months Ended | |||||
Dec. 29, 2023 | Jun. 30, 2023 | Jan. 03, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Asset Acquisition [Line Items] | ||||||
Accrued consideration | $ 11 | $ 1 | $ 18 | |||
Goodwill | 2,471 | $ 2,382 | $ 1,106 | |||
Acquisition A23 | ||||||
Asset Acquisition [Line Items] | ||||||
Cash paid at closing | $ 30 | |||||
Cash deposited into escrow | 5 | |||||
Accrued consideration | 3 | |||||
Total net consideration | 38 | |||||
Cash and cash equivalents | 0 | |||||
Accounts receivable | 8 | |||||
Contract assets | 1 | |||||
Other current assets | 0 | |||||
Intangible assets | 13 | |||||
Goodwill | 19 | |||||
Other accrued liabilities | 0 | |||||
Contract liabilities | (3) | |||||
Net assets acquired | $ 38 | |||||
Acquisition B23 | ||||||
Asset Acquisition [Line Items] | ||||||
Cash paid at closing | $ 27 | |||||
Cash deposited into escrow | 0 | |||||
Accrued consideration | 5 | |||||
Total net consideration | 32 | |||||
Cash and cash equivalents | 1 | |||||
Accounts receivable | 7 | |||||
Contract assets | 2 | |||||
Other current assets | 2 | |||||
Intangible assets | 12 | |||||
Goodwill | 12 | |||||
Other accrued liabilities | (2) | |||||
Contract liabilities | (2) | |||||
Net assets acquired | $ 32 | |||||
Other 2023 acquisitions | ||||||
Asset Acquisition [Line Items] | ||||||
Cash paid at closing | 22 | |||||
Cash deposited into escrow | 0 | |||||
Accrued consideration | 2 | |||||
Total net consideration | 24 | |||||
Cash and cash equivalents | 0 | |||||
Accounts receivable | 0 | |||||
Contract assets | 0 | |||||
Other current assets | 1 | |||||
Intangible assets | 9 | |||||
Goodwill | 16 | |||||
Other accrued liabilities | 0 | |||||
Contract liabilities | (2) | |||||
Net assets acquired | $ 24 | |||||
Chubb Acquisition | ||||||
Asset Acquisition [Line Items] | ||||||
Cash paid at closing | $ 2,935 | |||||
Working capital and net indebtedness adjustment | (42) | |||||
Total net consideration | 2,893 | |||||
Cash and cash equivalents | 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 |
BUSINESS COMBINATIONS - Summary
BUSINESS COMBINATIONS - Summary of Fair Value of Identifiable Intangible Assets (Detail) - Chubb Acquisition $ in Millions | Jan. 03, 2022 USD ($) |
Business Acquisition [Line Items] | |
Total intangibles | $ 1,200 |
Customer relationships | |
Business Acquisition [Line Items] | |
Total intangibles | 695 |
Trade names and trademarks | |
Business Acquisition [Line Items] | |
Total intangibles | 450 |
Contractual backlog | |
Business Acquisition [Line Items] | |
Total intangibles | $ 55 |
DIVESTITURES - Narrative (Detai
DIVESTITURES - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Asset impairment charges | $ 12 |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Consideration on disposal of assets | $ 38 |
RESTRUCTURING - Additional Info
RESTRUCTURING - Additional Information (Details) - Chubb Restructuring Program - USD ($) $ in Millions | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2025 | Dec. 31, 2023 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs | $ 9 | $ 67 | |
Forecast | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs | $ 125 | ||
Other Accrued Liabilities | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring liabilities | 32 | $ 32 | |
Safety Services | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs | $ 37 |
RESTRUCTURING - Summary of Rest
RESTRUCTURING - Summary of Restructuring Program (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Charges | $ 9 | $ 22 | $ 0 |
2023 Restructuring Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve, beginning balance | 22 | 0 | |
Charges | 46 | 30 | |
Payments | (30) | (8) | |
Reversals | (1) | ||
Currency translation adjustment | 1 | 0 | |
Restructuring reserve, ending balance | 38 | 22 | 0 |
Employee termination benefits | 2023 Restructuring Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve, beginning balance | 22 | 0 | |
Charges | 37 | 30 | |
Payments | (27) | (8) | |
Reversals | (1) | ||
Currency translation adjustment | 1 | 0 | |
Restructuring reserve, ending balance | 32 | 22 | 0 |
Program related costs | 2023 Restructuring Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve, beginning balance | 0 | 0 | |
Charges | 3 | 0 | |
Payments | (3) | 0 | |
Reversals | 0 | ||
Currency translation adjustment | 0 | 0 | |
Restructuring reserve, ending balance | 0 | 0 | 0 |
Asset write-downs | 2023 Restructuring Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve, beginning balance | 0 | 0 | |
Charges | 6 | 0 | |
Payments | 0 | 0 | |
Reversals | 0 | ||
Currency translation adjustment | 0 | 0 | |
Restructuring reserve, ending balance | $ 6 | $ 0 | $ 0 |
NET REVENUES - Summary of Disag
NET REVENUES - Summary of Disaggregated Revenue (Detail) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | $ 6,928 | $ 6,558 | $ 3,940 | |
Corporate and Eliminations | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | (22) | (47) | (47) | |
United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 4,338 | 4,062 | 3,549 | |
United States | Corporate and Eliminations | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | (22) | (47) | (47) | |
France | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 607 | 564 | 0 | |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,983 | 1,932 | 391 | |
Life Safety | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 4,364 | 4,077 | 1,698 | |
HVAC | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 507 | 498 | 382 | |
Infrastructure/Utility | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,224 | 1,154 | 1,058 | |
Fabrication | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 202 | 253 | 244 | |
Specialty Contracting | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 653 | 623 | 605 | |
Consolidated | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | $ 6,928 | 6,558 | 3,940 | |
Safety Services | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 4,871 | 4,575 | 2,080 | |
Safety Services | United States | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 2,322 | 2,148 | 1,726 | |
Safety Services | France | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 607 | 564 | 0 | |
Safety Services | Other | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,942 | 1,863 | 354 | |
Safety Services | Life Safety | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 4,364 | 4,077 | 1,698 | |
Safety Services | HVAC | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 507 | 498 | 382 | |
Safety Services | Infrastructure/Utility | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 0 | 0 | 0 | |
Safety Services | Fabrication | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 0 | 0 | 0 | |
Safety Services | Specialty Contracting | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 0 | 0 | 0 | |
Specialty Services | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 2,079 | 2,030 | 1,907 | |
Specialty Services | United States | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 2,038 | 1,961 | 1,870 | |
Specialty Services | France | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 0 | 0 | 0 | |
Specialty Services | Other | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 41 | 69 | 37 | |
Specialty Services | Life Safety | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 0 | 0 | 0 | |
Specialty Services | HVAC | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 0 | 0 | 0 | |
Specialty Services | Infrastructure/Utility | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,224 | 1,154 | 1,058 | |
Specialty Services | Fabrication | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 202 | 253 | 244 | |
Specialty Services | Specialty Contracting | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | $ 653 | $ 623 | $ 605 |
NET REVENUES - Additional Infor
NET REVENUES - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | ||
Aggregate amount of transaction price allocated to unsatisfied performance obligation | $ 2,871 | |
Percentage of recognized revenue of remaining performance obligations over the next 12 months | 84% | |
Customers with payment terms | 30 days | |
Retentions receivable | $ 156 | $ 150 |
Retentions receivable, may not be received within one year | $ 25 | $ 35 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | |
Minimum | ||
Disaggregation Of Revenue [Line Items] | ||
Payment of invoices | 30 days | |
Maximum | ||
Disaggregation Of Revenue [Line Items] | ||
Payment of invoices | 90 days |
NET REVENUES - Summary of Accou
NET REVENUES - Summary of Accounts Receivable, Net of Allowances, Contract Assets and Contract Liabilities from Contracts with Customers (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivable, net of allowances | $ 1,395 | $ 1,313 | $ 767 |
Contract assets | 436 | 459 | 217 |
Contract liabilities | $ 526 | $ 463 | $ 243 |
GOODWILL AND INTANGIBLES - Summ
GOODWILL AND INTANGIBLES - Summary of Changes In Carrying Amounts of Goodwill By Reportable Segments (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Beginning Balance | $ 2,382 | $ 1,106 |
Acquisitions | 47 | 1,372 |
Impairment of goodwill | (4) | |
Foreign currency translation and other, net | 46 | (96) |
Ending Balance | 2,471 | 2,382 |
Safety Services | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 2,201 | 925 |
Acquisitions | 47 | 1,372 |
Impairment of goodwill | 0 | |
Foreign currency translation and other, net | 46 | (96) |
Ending Balance | 2,294 | 2,201 |
Specialty Services | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 181 | 181 |
Acquisitions | 0 | 0 |
Impairment of goodwill | (4) | |
Foreign currency translation and other, net | 0 | 0 |
Ending Balance | $ 177 | $ 181 |
GOODWILL AND INTANGIBLES - Su_2
GOODWILL AND INTANGIBLES - Summary of Identifiable Intangible Assets (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,429 | $ 2,365 |
Accumulated Amortization | (809) | (581) |
Net Carrying Amount | $ 1,620 | $ 1,784 |
Contractual backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in Years) | 6 months | 10 months 24 days |
Gross Carrying Amount | $ 155 | $ 153 |
Accumulated Amortization | (154) | (126) |
Net Carrying Amount | $ 1 | $ 27 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in Years) | 9 years 4 months 24 days | 10 years |
Gross Carrying Amount | $ 1,552 | $ 1,508 |
Accumulated Amortization | (518) | (367) |
Net Carrying Amount | $ 1,034 | $ 1,141 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in Years) | 12 years 1 month 6 days | 13 years 2 months 12 days |
Gross Carrying Amount | $ 722 | $ 704 |
Accumulated Amortization | (137) | (88) |
Net Carrying Amount | $ 585 | $ 616 |
GOODWILL AND INTANGIBLES - Su_3
GOODWILL AND INTANGIBLES - Summary of Aggregate Amortization Expense of the Intangible (Detail) $ in Millions | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 201 |
2025 | 201 |
2026 | 201 |
2027 | 177 |
2028 | 107 |
Thereafter | 733 |
Total | $ 1,620 |
GOODWILL AND INTANGIBLES - Su_4
GOODWILL AND INTANGIBLES - Summary of Amortization Expense Recognized on Intangible Assets (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible asset amortization expense | $ 224 | $ 227 | $ 127 |
Cost of revenues | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible asset amortization expense | 27 | 30 | 5 |
Selling, general, and administrative expenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible asset amortization expense | $ 197 | $ 197 | $ 122 |
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 | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 54 | $ 113 |
Contingent consideration obligations | (6) | (4) |
Financial liabilities | (6) | (4) |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Contingent consideration obligations | 0 | 0 |
Financial liabilities | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 54 | 113 |
Contingent consideration obligations | 0 | 0 |
Financial liabilities | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Contingent consideration obligations | (6) | (4) |
Financial liabilities | (6) | (4) |
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 assets | 7 | 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 assets | 10 | 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 assets | 20 | 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 assets | 17 | 50 |
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 assets | 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 assets | 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 assets | 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 assets | 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 assets | 7 | 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 assets | 10 | 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 assets | 20 | 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 assets | 17 | 50 |
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 assets | 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 assets | 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 assets | 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 assets | 0 | 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 assets | 0 | 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 liability | 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 assets | 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 2 | Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 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 | 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 assets | 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 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Reconciliation of Fair Value of Contingent Consideration Obligations (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) arrangement | Dec. 31, 2022 USD ($) arrangement | Dec. 31, 2021 USD ($) arrangement | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at the beginning of the year | $ 4 | $ 4 | $ 7 |
Issuances | 3 | 0 | 3 |
Settlements | (1) | 0 | (6) |
Balance at the end of the year | $ 6 | $ 4 | $ 4 |
Number of open contingent consideration arrangements at the end of the year | arrangement | 2,000,000 | 3,000,000 | 3,000,000 |
Maximum potential payout at the end of the year | $ 6 | $ 4 | $ 5 |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Aggregate amount repaid | $ 484 | $ 34 | $ 321 |
Carrying Value | 2,356 | $ 2,832 | |
2019 Term Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term line of credit, amount extended | 422 | ||
Repayment of debt | 375 | ||
2021 Term Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Repayment of 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% | ||
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% | ||
Carrying Value | 277 | $ 277 | |
Level 2 | 2019 Term Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying Value | 330 | 1,127 | |
Fair Value | 331 | 1,120 | |
Level 2 | 2021 Term Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying Value | 1,407 | 1,085 | |
Fair Value | 1,407 | 1,075 | |
Level 2 | Non-Variable Interest Rate Debt | 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 | 305 | 284 | |
Level 2 | Non-Variable Interest Rate Debt | 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 | $ 257 | $ 243 |
DERIVATIVES - Summary of Fair V
DERIVATIVES - Summary of Fair Value of Derivative Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Outstanding Gross Notional Amount | $ 2,264 | $ 2,309 |
Other Assets | 54 | 113 |
Other Noncurrent liabilities | 1 | 0 |
Derivatives designated as hedge instruments | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Outstanding Gross Notional Amount | 2,191 | 2,191 |
Other Assets | 54 | 113 |
Other Noncurrent liabilities | 0 | 0 |
Derivatives designated as hedge instruments | Interest rate swaps | Cash flow hedges: | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Outstanding Gross Notional Amount | 1,120 | 1,120 |
Other Assets | 7 | 14 |
Other Noncurrent liabilities | 0 | 0 |
Derivatives designated as hedge instruments | Cross currency contracts | Cash flow hedges: | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Outstanding Gross Notional Amount | 120 | 120 |
Other Assets | 10 | 17 |
Other Noncurrent liabilities | 0 | 0 |
Derivatives designated as hedge instruments | Cross currency contracts | Fair value hedges: | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Outstanding Gross Notional Amount | 721 | 721 |
Other Assets | 17 | 50 |
Other Noncurrent liabilities | 0 | 0 |
Derivatives designated as hedge instruments | Cross currency contracts | Net investment hedges: | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Outstanding Gross Notional Amount | 230 | 230 |
Other Assets | 20 | 32 |
Other Noncurrent liabilities | 0 | 0 |
Derivatives designated as hedge instruments | Foreign currency forward contracts | Cash flow hedges: | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Outstanding Gross Notional Amount | 0 | 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 | 73 | 118 |
Other Assets | 0 | 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 | 73 | 118 |
Other Assets | 0 | 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivatives designated as hedge instruments | Interest rate swaps | Cash flow hedges: | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of income (expense) recognized in income | $ 32 | $ 1 | $ (11) |
Derivatives designated as hedge 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) | 6 | 7 |
Derivatives designated as hedge instruments | Cross currency contracts | Cash flow hedges: | Interest expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of income (expense) recognized in income | 2 | 2 | 0 |
Derivatives designated as hedge 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 | (25) | 53 | 0 |
Derivatives designated as hedge instruments | Cross currency contracts | Fair value hedges: | Interest expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of income (expense) recognized in income | 2 | 3 | 0 |
Derivatives designated as hedge instruments | Cross currency contracts | Net investment hedges: | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of income (expense) recognized in income | 4 | 4 | 2 |
Derivatives not designated as hedge instruments | Foreign currency forward contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of income (expense) recognized in income | $ 1 | $ 2 | $ 1 |
DERIVATIVES - Additional Inform
DERIVATIVES - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) swap | Dec. 31, 2021 USD ($) swap | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total debt obligations | $ 2,356 | $ 2,832 | |
Term loan facility | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total debt obligations | 1,737 | ||
Foreign currency forward contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Other (expense) income, net | 1 | (2) | $ (3) |
Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative notional amount | $ 1,120 | ||
Derivative, fixed interest rate | 3.41% | ||
2026 interest rate swap | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative notional amount | $ 720 | ||
Derivative, fixed interest rate | 3.59% | ||
2028 interest rate swap | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative notional amount | $ 400 | ||
Derivatives designated as hedge instruments | Net investment hedges | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Annual reduction in interest expense | $ 3 | ||
Reduction in overall effective interest rate | 24% | ||
Derivatives designated as hedge instruments | Forward-starting swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Annual reduction in interest expense | $ 1 | ||
Derivatives designated as hedge instruments | Cross currency contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Number of foreign currency derivatives held | swap | 2 | ||
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 hedges | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative notional amount | $ 230 | ||
Unrealized gains on AOCI before taxes | $ 14 | ||
Derivatives designated as hedge instruments | Cross currency contracts | Net investment hedges | GBP | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Number of derivative agreements entered into during the period | swap | 3 | ||
Fair value of hedges | $ 271 | ||
Derivatives designated as hedge instruments | Cross currency contracts | Net investment hedges | CAD | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Fair value of hedges | 241 | ||
Derivatives designated as hedge instruments | Cross currency contracts | Net investment hedges | EUR | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Fair value of hedges | 209 | ||
Derivatives designated as hedge instruments | Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, fixed interest rate | 3.52% | ||
Derivatives designated as hedge instruments | 2024 interest rate swap | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative notional amount | $ 720 |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flow hedges: | Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain (loss) recognized in other comprehensive income, cash flow hedges | $ (6) | $ 48 | $ 18 |
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 hedges | 16 | 3 | 0 |
Cash flow hedges: | Cross currency contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain (loss) recognized in other comprehensive income, cash flow hedges | (3) | 3 | 0 |
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 hedges | (3) | 10 | (7) |
Fair value hedges: | Cross currency contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain (loss) recognized in other comprehensive income, fair value hedges | (6) | (2) | 0 |
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 hedges | (25) | 53 | 0 |
Net investment hedges: | Cross currency contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain (loss) recognized in other comprehensive income, net investment hedging | (9) | 14 | 8 |
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 hedges | $ 1 | $ 0 | $ (1) |
PROPERTY AND EQUIPMENT, NET - S
PROPERTY AND EQUIPMENT, NET - Summary of Components of Property and Equipment (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 632 | $ 625 |
Accumulated depreciation | (247) | (218) |
Property and equipment, net | 385 | 407 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 27 | 30 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 39 years | |
Total cost | $ 105 | 98 |
Machinery, equipment, and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 353 | 348 |
Autos and trucks | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 112 | 116 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 35 | $ 33 |
PROPERTY AND EQUIPMENT, NET - A
PROPERTY AND EQUIPMENT, NET - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 79 | $ 77 | $ 75 |
LEASES - Additional Information
LEASES - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee Lease Description [Line Items] | |||
Operating leases | $ 81 | $ 186 | $ 26 |
Finance leases | 5 | 15 | 3 |
Rent expense, including real estate taxes and operating costs | $ 4 | 5 | $ 5 |
Chubb Acquisition | |||
Lessee Lease Description [Line Items] | |||
Operating leases | 146 | ||
Finance leases | $ 2 | ||
Minimum | |||
Lessee Lease Description [Line Items] | |||
Operating lease term, extension option | 1 year | ||
Incremental borrowing rates on a quarterly basis across all currencies | 2.67% | ||
Incremental borrowing rates tenor | 1 year | ||
Maximum | |||
Lessee Lease Description [Line Items] | |||
Operating lease term, extension option | 12 years | ||
Incremental borrowing rates on a quarterly basis across all currencies | 11.24% | ||
Incremental borrowing rates tenor | 30 years | ||
Building | Maximum | |||
Lessee Lease Description [Line Items] | |||
Operating lease term | 10 years | ||
Equipment | Minimum | |||
Lessee Lease Description [Line Items] | |||
Operating lease term | 1 year | ||
Equipment | Maximum | |||
Lessee Lease Description [Line Items] | |||
Operating lease term | 7 years | ||
Autos and trucks | Minimum | |||
Lessee Lease Description [Line Items] | |||
Operating lease term | 1 year | ||
Autos and trucks | Maximum | |||
Lessee Lease Description [Line Items] | |||
Operating lease term | 7 years |
LEASES - Schedule of Components
LEASES - Schedule of Components of Lease Expense (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 88 | $ 75 | $ 35 |
Finance lease cost - amortization of right-of-use assets | 6 | 4 | 2 |
Short-term lease cost | 41 | 39 | 26 |
Variable lease cost | 22 | 21 | 6 |
Total lease cost | $ 157 | $ 139 | $ 69 |
LEASES - Schedule of Supplement
LEASES - Schedule of Supplemental Consolidated Statements of Cash Flows Information Related to Leases (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in measurement of lease liabilities: | |||
Operating cash outflows - payments on operating leases | $ 88 | $ 75 | $ 35 |
Financing cash outflows - payments on finance leases | 7 | 5 | 18 |
Right-of-use assets obtained in exchange for new lease obligations: | |||
Operating leases | 81 | 186 | 26 |
Finance leases | $ 5 | $ 15 | $ 3 |
LEASES - Schedule of Suppleme_2
LEASES - Schedule of Supplemental Consolidated Balance Sheets Information Related to Leases (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Finance leases: | ||
Property and equipment, net | $ 15 | $ 17 |
Weighted-average remaining lease term: | ||
Operating leases | 4 years 10 months 24 days | 5 years |
Finance leases | 2 years 1 month 6 days | 2 years 10 months 24 days |
Weighted-average discount rate: | ||
Operating leases | 5.70% | 3.90% |
Finance leases | 5.20% | 4.50% |
Machinery, equipment, and office equipment | ||
Finance leases: | ||
Property and equipment, net | $ 15 | $ 17 |
LEASES - Schedule of Future Und
LEASES - Schedule of Future Undiscounted Cash Flows and Reconciliation to the Lease Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 77 | |
2025 | 59 | |
2026 | 40 | |
2027 | 27 | |
2028 | 18 | |
Thereafter | 43 | |
Total lease payments | 264 | |
Less imputed interest | 31 | |
Total present value of lease liabilities | 233 | |
Operating leases - current | $ 69 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Operating and finance leases - current | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Operating and finance leases - current | |
Operating leases - non-current | $ 164 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating and finance leases - non-current | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating and finance leases - non-current | |
Finance Leases | ||
2024 | $ 6 | |
2025 | 6 | |
2026 | 3 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Total lease payments | 15 | |
Less imputed interest | 1 | |
Total present value of lease liabilities | 14 | |
Finance leases - current | 6 | |
Finance leases - non-current | 8 | |
Total | ||
2024 | 83 | |
2025 | 65 | |
2026 | 43 | |
2027 | 27 | |
2028 | 18 | |
Thereafter | 43 | |
Total lease payments | 279 | |
Less imputed interest | 32 | |
Total present value of lease liabilities | 247 | |
Operating and finance leases - current | 75 | $ 73 |
Operating and finance leases - non-current | $ 172 | $ 166 |
DEBT - Summary of Debt Obligati
DEBT - Summary of Debt Obligations (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Total debt obligations | $ 2,356 | $ 2,832 |
Less: unamortized deferred financing costs | (29) | (43) |
Total debt, net of deferred financing costs | 2,327 | 2,789 |
Less: short-term and current portion of long-term debt | (5) | (206) |
Long-term debt, less current portion | 2,322 | 2,583 |
Term loan facility | ||
Line of Credit Facility [Line Items] | ||
Total debt obligations | 1,737 | |
Term loan facility | 2019 Term Loan | ||
Line of Credit Facility [Line Items] | ||
Total debt obligations | 330 | 1,127 |
Term loan facility | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Total debt obligations | 0 | 0 |
Term loan facility | 2021 Term Loan | ||
Line of Credit Facility [Line Items] | ||
Total debt obligations | 1,407 | 1,085 |
4.125% Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Total debt obligations | 337 | 337 |
4.750% Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Total debt obligations | 277 | 277 |
Other obligations | ||
Line of Credit Facility [Line Items] | ||
Total debt obligations | $ 5 | $ 6 |
DEBT - Additional Information (
DEBT - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 19, 2023 | Oct. 21, 2021 | Jun. 22, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short Term Debt [Line Items] | ||||||
Gain (loss) on extinguishment of debt | $ (7) | $ 5 | $ (9) | |||
Acquisition of Construction Equipment and Vehicles | ||||||
Short Term Debt [Line Items] | ||||||
Notes payable | 5 | 6 | ||||
Interest rate swaps | ||||||
Short Term Debt [Line Items] | ||||||
Derivative notional amount | $ 1,120 | |||||
Derivative, fixed interest rate | 3.41% | |||||
2019 Term Loan | ||||||
Short Term Debt [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.25% | |||||
Long-term line of credit, amount extended | $ 422 | |||||
Repayment of debt | 375 | |||||
Line of credit outstanding | 330 | |||||
Remaining line of credit outstanding (unswapped portion) | $ 617 | |||||
2019 Term Loan | Base Rate | ||||||
Short Term Debt [Line Items] | ||||||
Debt, variable interest rate | 1.25% | |||||
2019 Term Loan | Eurodollar | ||||||
Short Term Debt [Line Items] | ||||||
Debt, variable interest rate | 2.25% | |||||
2021 Term Loan | ||||||
Short Term Debt [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.25% | |||||
Repayment of debt | $ 100 | |||||
Line of credit outstanding | 1,407 | |||||
Term loan facility | 2019 Term Loan | ||||||
Short Term Debt [Line Items] | ||||||
Gain (loss) on extinguishment of debt | $ (7) | |||||
Secured term loan | $ 1,200 | |||||
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 | London Interbank Offered Rate (LIBOR) | Interest rate swaps | ||||||
Short Term Debt [Line Items] | ||||||
Derivative notional amount | $ 720 | |||||
Derivative, fixed interest rate | 3.59% | |||||
Term loan facility | 2019 Term Loan | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest rate swaps | ||||||
Short Term Debt [Line Items] | ||||||
Derivative, basis spread on variable rate | 2.25% | |||||
Term loan facility | 2019 Term Loan | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest rate swaps | ||||||
Short Term Debt [Line Items] | ||||||
Derivative, basis spread on variable rate | 2.50% | |||||
Term loan facility | 2021 Term Loan | 2022 Incremental Amendment | ||||||
Short Term Debt [Line Items] | ||||||
Line of credit outstanding | $ 1,100 | |||||
Term loan facility | 2021 Term Loan | Base Rate | ||||||
Short Term Debt [Line Items] | ||||||
Debt, variable interest rate | 1.50% | |||||
Term loan facility | 2021 Term Loan | Eurodollar | ||||||
Short Term Debt [Line Items] | ||||||
Debt, variable interest rate | 2.50% | |||||
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 | |||||
Derivative, fixed interest rate | 3.41% | |||||
Term loan facility | Revolving Credit Facility | ||||||
Short Term Debt [Line Items] | ||||||
Line of credit outstanding | $ 0 | 0 | ||||
Debt instrument term | 5 years | |||||
Line of credit net letters of credit outstanding | $ 495 | 446 | ||||
Letters of credit outstanding | $ 5 | $ 54 | ||||
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% | |||||
Term loan facility | Revolving Credit Facility | Maximum | 2022 Incremental Amendment | ||||||
Short Term Debt [Line Items] | ||||||
Line of credit outstanding | $ 500 | |||||
4.125% Senior Notes | ||||||
Short Term Debt [Line Items] | ||||||
Line of credit facility, interest rate | 4.125% | |||||
Repurchase amount of senior notes | $ 13 | |||||
4.125% Senior Notes | APi Group DE, Inc | ||||||
Short Term Debt [Line Items] | ||||||
Line of credit outstanding | $ 350 | |||||
Line of credit facility, interest rate | 4.125% | 4.125% | ||||
4.750% Senior Notes | ||||||
Short Term Debt [Line Items] | ||||||
Line of credit facility, interest rate | 4.75% | |||||
Repurchase amount of senior notes | $ 23 | |||||
4.750% Senior Notes | APi Group DE, Inc | ||||||
Short Term Debt [Line Items] | ||||||
Line of credit outstanding | $ 300 | |||||
Line of credit facility, interest rate | 4.75% | 4.75% | 4.75% |
DEBT - Schedule of Annual Matur
DEBT - Schedule of Annual Maturities, Excluding Amortization of Debt Issuance Costs (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 5 | |
2025 | 0 | |
2026 | 330 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 2,021 | |
Total | $ 2,356 | $ 2,832 |
INCOME TAXES - Summary of Compo
INCOME TAXES - Summary of Components of Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. earnings | $ 186 | $ 40 | $ 54 |
Foreign earnings | 46 | 53 | 25 |
Total earnings | $ 232 | $ 93 | $ 79 |
INCOME TAXES - Summary of Incom
INCOME TAXES - Summary of Income Tax Provision (Benefit) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
U.S. federal | $ 48 | $ 32 | $ 9 |
State | 23 | 13 | 8 |
Foreign | 40 | 22 | 9 |
Total current tax provision | 111 | 67 | 26 |
Deferred: | |||
U.S. federal | (10) | (32) | 6 |
State | (1) | (3) | 2 |
Foreign | (21) | (12) | (2) |
Total deferred tax (benefit) provision | (32) | (47) | 6 |
Total income tax provision | $ 79 | $ 20 | $ 32 |
INCOME TAXES - Summary of Recon
INCOME TAXES - Summary of Reconciliation of Federal Statutory Income Tax Rate (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Expected provision at statutory federal rate | $ 49 | $ 19 | $ 17 |
State tax provision, net of federal benefit | 17 | 7 | 8 |
Foreign rate differential | (1) | (4) | 1 |
Valuation allowance | 8 | (1) | 0 |
Permanent differences and other | 3 | 4 | 0 |
Uncertain tax positions | 0 | (1) | 0 |
Transaction costs | 0 | 3 | 4 |
Withholding taxes on foreign entities | 0 | (9) | 0 |
Section 162(m) limitation | 3 | 2 | 2 |
Total income tax provision | $ 79 | $ 20 | $ 32 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Expected provision at statutory federal rate | 21% | 21% | 21% |
State tax provision, net of federal benefit | 7.30% | 7.50% | 10.10% |
Foreign rate differential | (0.40%) | (4.30%) | 1.30% |
Valuation allowance | 3.40% | (1.10%) | 0% |
Permanent differences and other | 1.30% | 4.40% | 0% |
Uncertain tax positions | 0% | (1.10%) | 0% |
Transaction costs | 0% | 3.20% | 5.10% |
Withholding taxes on foreign entities | 0% | (9.70%) | 0% |
Section 162(m) limitation | 1.30% | 2.10% | 2.50% |
Total provision for income taxes | 33.90% | 22% | 40% |
INCOME TAXES - Summary of Com_2
INCOME TAXES - Summary of Components of Deferred Tax Assets And Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Operating and finance lease liabilities | $ 57 | $ 59 |
Accrued compensation | 60 | 48 |
Accrued expenses | 28 | 31 |
Net operating loss carryforwards | 28 | 26 |
Contingent consideration and compensation liabilities | 13 | 10 |
Capital loss carryforwards | 54 | 47 |
Credits | 38 | 36 |
Reserves and allowances | 6 | 10 |
Other | 14 | 16 |
Gross deferred tax assets | 298 | 283 |
Valuation allowance | (114) | (100) |
Net deferred tax assets | 184 | 183 |
Deferred tax liabilities: | ||
Depreciation on fixed assets | 42 | 51 |
Goodwill | 23 | 3 |
Amortization on identified intangible assets | 165 | 203 |
Operating lease right of use assets | 56 | 59 |
Derivatives | 1 | 9 |
Deferred payments | 4 | 4 |
Pension and post-retirement obligations | 11 | 82 |
Other | 2 | 4 |
Gross deferred tax liabilities | 304 | 415 |
Net deferred tax liabilities | $ (120) | $ (232) |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred tax assets, valuation allowance | $ 114 | $ 100 | |
Undistributed earnings | 292 | ||
Income tax penalties and interest accrued | 2 | 2 | |
Income tax interest expense | 0 | $ 0 | $ 0 |
Unrecognized tax benefits that would impact effective tax rate | 9 | ||
Domestic Tax Authority | |||
Operating loss carryforwards | 0 | ||
State and Local Jurisdiction | |||
Operating loss carryforwards | $ 19 | ||
State and Local Jurisdiction | Minimum | |||
Operating loss carryback term | 5 years | ||
State and Local Jurisdiction | Maximum | |||
Operating loss carryback term | 20 years | ||
Foreign Tax Authority | |||
Operating loss carryforwards | $ 114 | ||
Operating loss carryback term | 3 years | ||
Operating loss carryforwards, carryforward term | 20 years |
INCOME TAXES - Summary of Rec_2
INCOME TAXES - Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Gross unrecognized tax benefits at the beginning of the year | $ 8,000 | $ 2,000 | $ 3,000 |
Additions for tax positions taken in a prior period (including acquired uncertain tax positions) | 0 | 7,000 | 0 |
Reductions for tax positions taken in a prior period (including acquired uncertain tax positions) | (1,000) | 0 | (1,000) |
Additions for tax positions taken in the current period | 1,000 | 1,000 | 0 |
Reductions for tax positions taken in current period | 0 | 0 | 0 |
Reductions for tax positions due to lapse in statue of limitations | (1,000) | 0 | 0 |
Foreign currency translation adjustments | 0 | (2,000) | 0 |
Gross unrecognized tax benefits as of the end of the year | $ 7,000 | $ 8,000 | $ 2,000 |
EMPLOYEE BENEFIT PLANS - Additi
EMPLOYEE BENEFIT PLANS - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Multiemployer Plans [Line Items] | ||||
Expense recognized | $ 13,000,000 | $ 12,000,000 | $ 11,000,000 | |
Benefit obligation | $ 1,588,000,000 | $ 1,262,000,000 | 0 | |
PBO discount | 4% | 4.90% | ||
Benefit payments, year one | $ 98,000,000 | |||
Benefit payments, year two | 98,000,000 | |||
Defined benefit plan, year three | 98,000,000 | |||
Defined benefit plan, year four | 102,000,000 | |||
Benefit payments, year five | 105,000,000 | |||
Expense for shares distributed to eligible employees | 19,000,000 | $ 15,000,000 | 15,000,000 | |
Deferred compensation arrangement with individual, recorded liability | $ 19,000,000 | 16,000,000 | ||
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 | $ 10,000,000,000 | |||
Expense related to ESPP | $ 5,000,000 | |||
Number of common stock issued related to ESPP (in shares) | 264,603 | 975,255 | ||
Weighted average price per share (in dollars per share) | $ 14.51 | |||
Accrued liability | $ 6,000,000 | |||
Common stock reserved for future issuance (in shares) | 6,012,500 | |||
Postemployment Retirement Benefits | ||||
Multiemployer Plans [Line Items] | ||||
Benefit obligation | $ 2,000,000 | |||
PBO discount | 4.80% | |||
Multiemployer Pension Plans | ||||
Multiemployer Plans [Line Items] | ||||
Withdrawal liability | $ 0 | $ 0 | $ 0 | |
Maximum | Postemployment Retirement Benefits | ||||
Multiemployer Plans [Line Items] | ||||
Benefit payments, year one | 1,000,000 | |||
Benefit payments, year two | 1,000,000 | |||
Defined benefit plan, year three | 1,000,000 | |||
Defined benefit plan, year four | 1,000,000 | |||
Benefit payments, year five | 1,000,000 | |||
Defined benefit plan, thereafter | $ 1,000,000 |
EMPLOYEE BENEFIT PLANS - Schedu
EMPLOYEE BENEFIT PLANS - Schedule of Participation in MEPPs (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Multiemployer Plans [Line Items] | |||
Contributions | $ 100 | $ 99 | $ 95 |
National Automatic Sprinkler Industry Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 32 | 30 | 26 |
Twin City Pipe Trades Pension Plan | |||
Multiemployer Plans [Line Items] | |||
Contributions | 11 | 10 | 9 |
National Electrical Benefit Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 8 | 8 | 6 |
Boilermaker-Blacksmith National Pension Trust | |||
Multiemployer Plans [Line Items] | |||
Contributions | 6 | 5 | 6 |
Sheet Metal Workers' National Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 6 | 6 | 6 |
Heavy And General Laborers Local Unions 472 And 172 Of New Jersey Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 5 | 5 | 6 |
Central Pension Fund Of The IUOE & Participating Employers | |||
Multiemployer Plans [Line Items] | |||
Contributions | 4 | 3 | 3 |
United Association National Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 3 | 4 | 4 |
Building Trades United Pension Trust Fund Milwaukee And Vicinity | |||
Multiemployer Plans [Line Items] | |||
Contributions | 2 | 2 | 2 |
Minnesota Laborers Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 2 | 2 | 2 |
Twin City Carpenters And Joiners Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 2 | 1 | 0 |
Sheet Metal Workers' Local 10 Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 2 | 3 | 3 |
Total other | |||
Multiemployer Plans [Line Items] | |||
Contributions | $ 17 | $ 20 | $ 22 |
PENSION - Schedule of Changes i
PENSION - Schedule of Changes in Benefit Obligations and Plan Assets (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Projected benefit obligation ("PBO") Funded Status [Abstract] | ||
Fair value of plan assets | $ 1,650 | $ 1,617 |
Benefit obligations | (1,588) | (1,262) |
Funded status of plans | 62 | 355 |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Beginning balance | 1,262 | 0 |
Acquisition | 0 | 2,041 |
Service cost | 4 | 7 |
Interest cost | 62 | 32 |
Plan participants' contributions | 1 | 1 |
Actuarial loss (gain) | 284 | (531) |
Benefits paid | (89) | (92) |
Settlements | (4) | (13) |
Currency impact | 68 | (183) |
Ending balance | 1,588 | 1,262 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Beginning balance | 1,617 | 0 |
Acquisition | 0 | 2,615 |
Employer contributions | 4 | 34 |
Plan participants' contributions | 1 | 1 |
Benefits paid | (89) | (92) |
Actual return on assets | 40 | (687) |
Settlements | (4) | (13) |
Currency impact | 81 | (241) |
Ending balance | $ 1,650 | $ 1,617 |
PENSION - Summary of Supplement
PENSION - Summary of Supplemental Consolidated Balance Sheets Information Related to Pension (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position [Abstract] | ||
Pension and post-retirement assets | $ 111 | $ 392 |
Other accrued liabilities | (1) | (1) |
Other noncurrent liabilities | (48) | (36) |
Net amount recognized | $ 62 | $ 355 |
PENSION - Information for Pensi
PENSION - Information for Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets [Abstract] | ||
PBO | $ 64 | $ 54 |
Accumulated benefit obligation | 53 | 44 |
Fair value of plan assets | $ 15 | $ 18 |
PENSION - Information for Pen_2
PENSION - Information for Pension Plans with Projected Benefit Obligations in Excess of Plan Assets (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan, Pension Plan with Project Benefit Obligation in Excess of Plan Assets [Abstract] | ||
PBO | $ 69 | $ 60 |
Accumulated benefit obligation | 58 | 49 |
Fair value of plan assets | $ 20 | $ 23 |
PENSION - Components of Net Per
PENSION - Components of Net Periodic Pension Benefit (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Service cost | $ 4 | $ 7 |
Interest cost | 62 | 32 |
Expected return on plan assets | (79) | (74) |
Amortization of net loss | 4 | 0 |
Cost of Settlement | 1 | 0 |
Net periodic pension benefit | $ (8) | $ (35) |
PENSION - Major Assumptions Use
PENSION - Major Assumptions Used to Determine Benefit Obligation (Detail) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | ||
Benefit Obligation, Discount rates, PBO | 4% | 4.90% |
Benefit Obligation, Discount rates, Interest cost | 0 | 0 |
Benefit Obligation, Discount rates, Service cost | 0 | 0 |
Benefit Obligation, Salary Scale | 3.10% | 3% |
Benefit Obligation, Expected return on plan assets | 0 | 0 |
Net Periodic Benefit Cost, Discount rates, PBO | 4.90% | 1.90% |
Net Periodic Benefit Cost, Discount rates, Interest cost | 5% | 1.70% |
Net Periodic Benefit Cost, Discount rates, Service cost | 4.60% | 2.20% |
Net Periodic Benefit Cost, Salary scale | 3% | 2.90% |
Net Periodic Benefit Cost, Expected return on plan assets | 4.90% | 3.10% |
PENSION - Additional Informatio
PENSION - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) plan country | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan number of plans | plan | 12 | ||
Number of countries in which retirement plans sponsored | country | 7 | ||
Defined benefit pension plans contributions | $ 4 | $ 34 | $ 0 |
Estimated contributions to pension plans in 2023 | 7 | ||
Benefit payments, year one | 98 | ||
Benefit payments, year two | 98 | ||
Benefit payments, year three | 98 | ||
Benefit payments, year four | 102 | ||
Benefit payments, year five | 105 | ||
Benefit payments, after year five | $ 508 | ||
Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Maturity of corporate bond used in calculation of discount rate assumptions | 6 months | ||
Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Maturity of corporate bond used in calculation of discount rate assumptions | 19 years |
PENSION - Summary of Allocation
PENSION - Summary of Allocation of Pension Plan Asset (Detail) | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Target Asset Allocation Percentage | 100% | 100% |
Percentage of Plan Assets | 100% | 100% |
Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Asset Allocation Percentage | 3.80% | 3.80% |
Percentage of Plan Assets | 3.70% | 3.80% |
Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Asset Allocation Percentage | 4.40% | 82.20% |
Percentage of Plan Assets | 4.50% | 76.10% |
Real estate | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Asset Allocation Percentage | 0.60% | 0.60% |
Percentage of Plan Assets | 0.60% | 0.80% |
Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Asset Allocation Percentage | 91.20% | 13.40% |
Percentage of Plan Assets | 91.20% | 19.30% |
PENSION - Summary of Fair Value
PENSION - Summary of Fair Value of Pension Plan Assets by Asset Category (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 1,650 | $ 1,617 | $ 0 |
Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,383 | 0 | |
Subtotal | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,650 | 1,617 | |
Subtotal | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 19 | 16 | |
Subtotal | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 240 | 1,585 | |
Subtotal | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,383 | 0 | |
Subtotal | Not Subject to Leveling | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 8 | 16 | |
Global equity funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 79 | 338 | |
Global equity funds | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Global equity funds | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 79 | 326 | |
Global equity funds | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Global equity funds | Not Subject to Leveling | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 12 | ||
Insurance contracts | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,383 | ||
Insurance contracts | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Insurance contracts | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Insurance contracts | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,383 | ||
Governments | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 93 | 762 | |
Governments | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Governments | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 93 | 762 | |
Governments | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Corporate bonds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 4 | 415 | |
Corporate bonds | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Corporate bonds | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 4 | 415 | |
Corporate bonds | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Global fixed income at net asset value | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 63 | 50 | |
Global fixed income at net asset value | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Global fixed income at net asset value | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 63 | 50 | |
Global fixed income at net asset value | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Real estate | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1 | 11 | |
Real estate | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Real estate | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1 | 11 | |
Real estate | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Other | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 8 | 5 | |
Other | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Other | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 1 | |
Other | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Other | Not Subject to Leveling | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 8 | 4 | |
Cash & cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 19 | 36 | |
Cash & cash equivalents | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 19 | 16 | |
Cash & cash equivalents | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 20 | |
Cash & cash equivalents | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Other assets and liabilities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 0 | $ 0 |
PENSION - Plan Assets That Use
PENSION - Plan Assets That Use Unobservable Inputs (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Beginning balance | $ 1,617 |
Ending balance | 1,650 |
Level 3 | |
Defined Benefit Plan Disclosure [Line Items] | |
Beginning balance | 0 |
Purchase of insurance contracts | 1,422 |
Return on assets | (27) |
Payments from insurance policy | (12) |
Ending balance | $ 1,383 |
RELATED-PARTY TRANSACTIONS - Ad
RELATED-PARTY TRANSACTIONS - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Dividends declared (in shares) | 8,281,148 | 584,584 | ||||
Net revenues | $ 6,928 | $ 6,558 | $ 3,940 | |||
Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Net revenues | $ 3 | |||||
Series B Preferred Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares 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 | ||||
Aggregate purchase price | $ 800 | |||||
Series B Preferred Stock | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Dividends declared (in shares) | 146,145 | 337,103 | 486,234 | |||
Number of shares sold (in shares) | 200,000 | |||||
Aggregate purchase price | $ 200 | |||||
Dividends declared (in shares) | 421,364 | 632,379 | ||||
Series B Preferred Stock | Related Party | Minimum | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of outstanding stock owned by related party under agreement | 5% | |||||
Series B Preferred Stock | Related Party | Subsequent Event | ||||||
Related Party Transaction [Line Items] | ||||||
Dividends declared (in shares) | 84,261 | |||||
Mariposa | ||||||
Related Party Transaction [Line Items] | ||||||
Advisory services fees payable | $ 4 | $ 4 | ||||
Preferred Stock | Mariposa | ||||||
Related Party Transaction [Line Items] | ||||||
Dividends declared (in shares) | 7,539,697 | |||||
Preferred Stock | Mariposa | Subsequent Event | ||||||
Related Party Transaction [Line Items] | ||||||
Dividends declared (in shares) | 7,944,104 |
CONTINGENCIES - Additional Info
CONTINGENCIES - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 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 | 12 Months Ended | |||
Jan. 31, 2024 shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) trading_day $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Class Of Stock [Line Items] | |||||
Preferred stock, conversion ratio | 1 | 1 | |||
Current dividend price per share (in dollars per share) | $ / shares | $ 33.9465 | ||||
Previous dividend price per share (in dollars per share) | $ / shares | $ 24.3968 | $ 24.3968 | |||
Dividends declared (in shares) | 8,281,148 | 584,584 | |||
Stock repurchase program, authorized amount | $ | $ 250 | $ 250 | |||
Repurchases of common stock (in shares) | 1,626,493 | 2,505,723 | |||
Repurchases of common stock, value | $ | $ 41 | $ 44 | |||
Stock repurchase program, remaining authorized amount | $ | $ 165 | $ 165 | |||
Series A Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Preferred stock issued (in shares) | 4,000,000 | 4,000,000 | 4,000,000 | 4,000,000 | |
Preferred stock outstanding (in shares) | 4,000,000 | 4,000,000 | 4,000,000 | 4,000,000 | |
Percentage of annual dividend rate | 20% | ||||
Annual dividend shares preferred stock (in shares) | 141,194,638 | 141,194,638 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Series A Preferred Stock | Subsequent Event | |||||
Class Of Stock [Line Items] | |||||
Dividends declared (in shares) | 7,944,104 | ||||
Series B Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Percentage of annual dividend rate | 5.50% | 5.50% | |||
Preferred stock dividend (in shares) | 337,044 | 584,584 | 1,348,420 | 1,944,939 | |
Aggregate purchase price | $ | $ 800 | ||||
Number of shares issued and sold (in shares) | 800,000 | ||||
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 consecutive trading days | trading_day | 15 | ||||
Dividends issued as shares, value | $ | $ 11 | $ 11 | $ 33 | $ 33 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Exercise price per share (in dollars per share) | $ 0 | $ 11.50 | ||
Share-based compensation expense | $ 29 | $ 18 | $ 12 | |
Non-Qualified Stock Options | Independent, Non-Executive Directors | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares issued in period (in shares) | 162,500 | |||
Exercise price per share (in dollars per share) | $ 11.50 | |||
Contractual term | 5 years | |||
Time-Based Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Service period from date of grant | 3 years | |||
Unrecognized equity-based compensation cost, restricted stock units | 1 year | 1 year | ||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 24 | $ 14 | ||
Unearned compensation related to unvested RSUs | 16 | |||
Tax benefits realized from tax deductions related to vesting of RSUs | $ 1 | $ 1 | ||
Market Performance-Based Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based awards, vesting period | 3 years | |||
Vesting percentage | 100% | |||
Unrecognized equity-based compensation cost, restricted stock units | 1 year 2 months 12 days | |||
Minimum | Performance-Based Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based awards, vesting period | 3 years | |||
2019 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares available for grant (in shares) | 12,625,337 | |||
2019 Equity Incentive Plan | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based awards, vesting period | 1 year | |||
2019 Equity Incentive Plan | Minimum | Performance Shares | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based awards, vesting period | 3 years |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summary of Changes in Number of Common Shares Underlying Options (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding, beginning balance (in shares) | 125,000 | 162,500 | |
Exercised (in shares) | 0 | (37,500) | |
Outstanding, ending balance (in shares) | 125,000 | 125,000 | 162,500 |
Exercisable (in shares) | 125,000 | ||
Weighted-Average Exercise Price | |||
Outstanding, beginning balance (in dollars per share) | $ 11.50 | $ 11.50 | |
Exercised (in dollars per share) | 0 | 11.50 | |
Outstanding, ending balance (in dollars per share) | 11.50 | $ 11.50 | $ 11.50 |
Exercisable (in dollars per share) | $ 11.50 | ||
Weighted-Average Remaining Contractual Term (in Years) | |||
Outstanding | 9 months 18 days | 1 year 9 months 18 days | 2 years 9 months 18 days |
Exercisable | 9 months 18 days | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Aggregate Intrinsic Value [Abstract] | |||
Outstanding, beginning balance | $ 1 | $ 1 | |
Outstanding, ending balance | 3 | $ 1 | $ 1 |
Exercisable | $ 3 |
SHARE-BASED COMPENSATION - Su_2
SHARE-BASED COMPENSATION - Summary of Changes in Number of Outstanding RSUs and PSUs (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Time-Based Restricted Stock Units | |||
Restricted Stock Units | |||
Outstanding, beginning balance (in shares) | 727,633 | 761,126 | |
Granted (in shares) | 631,227 | 509,748 | |
Vested (in shares) | (387,942) | (466,235) | |
Outstanding, ending balance (in shares) | 904,344 | 727,633 | 761,126 |
Expected to vest (in shares) | 870,579 | ||
Weighted-Average Grant Date Fair Value Per Share | |||
Outstanding, beginning balance (in dollars per share) | $ 17.95 | $ 13.23 | |
Granted (in dollars per share) | 23.60 | 19.41 | |
Vested (in dollars per share) | $ 16.16 | $ 12.48 | |
Forfeited (in shares) | (66,574) | (77,006) | |
Forfeited (in dollars per share) | $ 23.12 | $ 14.11 | |
Outstanding, ending balance (in dollars per share) | 22.28 | $ 17.95 | $ 13.23 |
Expected to vest (in dollars per share) | $ 22.25 | ||
Weighted-Average Remaining Contractual Term (in Years) | |||
Weighted-average remaining contractual term | 1 year | 10 months 24 days | 1 year 2 months 12 days |
Expected to vest | 1 year | ||
Performance-Based Restricted Stock Units | |||
Restricted Stock Units | |||
Outstanding, beginning balance (in shares) | 858,357 | 552,329 | |
Granted (in shares) | 573,070 | 542,223 | |
Change in units based on performance expectations (in shares) | 359,868 | (133,902) | |
Outstanding, ending balance (in shares) | 1,652,020 | 858,357 | 552,329 |
Expected to vest (in shares) | 1,588,512 | ||
Weighted-Average Grant Date Fair Value Per Share | |||
Outstanding, beginning balance (in dollars per share) | $ 20.06 | $ 19.12 | |
Granted (in dollars per share) | $ 23.42 | $ 20.77 | |
Forfeited (in shares) | (139,275) | (102,293) | |
Forfeited (in dollars per share) | $ 20.97 | $ 19.50 | |
Change in units based on performance expectations (in dollars per share) | 20.97 | 19.50 | |
Outstanding, ending balance (in dollars per share) | 21.35 | $ 20.06 | $ 19.12 |
Expected to vest (in dollars per share) | $ 21.28 | ||
Weighted-Average Remaining Contractual Term (in Years) | |||
Weighted-average remaining contractual term | 1 year | 1 year 6 months | 2 years |
Expected to vest | 1 year | ||
Market Performance-Based Restricted Stock Units | |||
Restricted Stock Units | |||
Outstanding, beginning balance (in shares) | 438,180 | 0 | |
Granted (in shares) | 444,926 | ||
Outstanding, ending balance (in shares) | 413,361 | 438,180 | 0 |
Expected to vest (in shares) | 362,051 | ||
Weighted-Average Grant Date Fair Value Per Share | |||
Outstanding, beginning balance (in dollars per share) | $ 16.19 | $ 0 | |
Granted (in dollars per share) | $ 16.31 | ||
Forfeited (in shares) | (24,819) | (6,746) | |
Forfeited (in dollars per share) | $ 1.76 | $ 2.51 | |
Outstanding, ending balance (in dollars per share) | 17.06 | $ 16.19 | $ 0 |
Expected to vest (in dollars per share) | $ 17.06 | ||
Weighted-Average Remaining Contractual Term (in Years) | |||
Weighted-average remaining contractual term | 1 year 2 months 12 days | 2 years 2 months 12 days | |
Expected to vest | 1 year 2 months 12 days |
SHARE-BASED COMPENSATION - Su_3
SHARE-BASED COMPENSATION - Summary of Valuation Assumptions (Details) - Market Performance-Based Restricted Stock Units | 12 Months Ended |
Dec. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk-free interest rate | 1.85% |
Dividend yield | 0% |
Expected volatility | 45% |
EARNINGS (LOSS) PER SHARE - Sum
EARNINGS (LOSS) PER SHARE - Summary of Computation Earnings (Loss) Per Common Share Using Two Class Method (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net income | $ 153 | $ 73 | $ 47 |
Net (loss) income attributable to common shareholders | $ (161) | $ 23 | |
Weighted average shares outstanding - basic (in shares) | 235,136,849 | 233,201,569 | 206,000,000 |
Income (loss) per common share - basic (in dollars per share) | $ (0.68) | $ 0.10 | $ (0.67) |
Diluted earnings (loss) per common share: | |||
Net income | $ 153 | $ 73 | $ 47 |
Net (loss) income attributable to common shareholders - diluted | $ (161) | $ 26 | |
Dilutive securities: | |||
RSUs, warrants, and stock options (in shares) | 0 | 359,178 | |
Shares issuable upon conversion of Series B Preferred Shares (in shares) | 0 | 32,520,000 | |
Weighted average shares outstanding - diluted (in shares) | 235,136,849 | 266,080,747 | 206,000,000 |
Income (loss) per common share - diluted (in dollars per share) | $ (0.68) | $ 0.10 | $ (0.67) |
Series A Preferred Stock | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Less income allocable to Preferred Stock | $ 0 | $ (3) | |
Less stock dividend attributable to Series B Preferred Stock | (270) | 0 | |
Diluted earnings (loss) per common share: | |||
Less income allocable to Preferred Stock | 0 | (3) | |
Less stock dividend attributable to preferred stock | (270) | 0 | |
Series B Preferred Stock | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Less income allocable to Preferred Stock | 0 | (3) | |
Less stock dividend attributable to Series B Preferred Stock | (44) | (44) | |
Diluted earnings (loss) per common share: | |||
Less income allocable to Preferred Stock | 0 | (3) | |
Less stock dividend attributable to preferred stock | $ (44) | $ (44) | |
Dilutive securities: | |||
Number of shares sold (in shares) | 800,000 | ||
Series A Preferred Shares | |||
Dilutive securities: | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,000,000 | 4,000,000 | |
Dilutive securities includes common shares issuable pursuant to the annual preferred share dividend (in shares) | 7,944,104 | ||
Employee Stock Option | |||
Dilutive securities: | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 125,000 | ||
Restricted Stock Units RSUs | |||
Dilutive securities: | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 904,344 | ||
Performance Stock Units PSUs | |||
Dilutive securities: | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,652,020 | ||
Market Performance-Based Restricted Stock Units | |||
Dilutive securities: | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 413,361 |
SEGMENT INFORMATION - Additiona
SEGMENT INFORMATION - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2023 country segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Number of countries in which entity operates | country | 20 |
SEGMENT INFORMATION - Summary o
SEGMENT INFORMATION - Summary of Reconciliation Operating Income to EBITDA (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenues | $ 6,928 | $ 6,558 | $ 3,940 |
EBITDA Reconciliation | |||
Operating income (loss) | 359 | 162 | 136 |
Plus: | |||
Investment income and other, net | 13 | 9 | 12 |
Non-service pension benefit | 12 | 42 | 0 |
Gain (loss) on extinguishment of debt | (7) | 5 | (9) |
Depreciation | 79 | 77 | 75 |
Amortization | 224 | 227 | 127 |
EBITDA | 680 | 522 | 341 |
Total assets | 7,590 | 8,091 | 5,159 |
Capital expenditures | 86 | 79 | 55 |
Corporate and Eliminations | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenues | (22) | (47) | (47) |
EBITDA Reconciliation | |||
Operating income (loss) | (145) | (191) | (149) |
Plus: | |||
Investment income and other, net | 1 | 1 | (3) |
Gain (loss) on extinguishment of debt | (7) | 5 | (9) |
Depreciation | 3 | 5 | 6 |
Amortization | 4 | 4 | 4 |
EBITDA | (144) | (176) | (151) |
Total assets | 581 | 781 | 1,690 |
Capital expenditures | 13 | 5 | 1 |
Safety Services | Operating Segments | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenues | 4,871 | 4,575 | 2,080 |
EBITDA Reconciliation | |||
Operating income (loss) | 396 | 256 | 207 |
Plus: | |||
Investment income and other, net | 3 | 1 | 6 |
Non-service pension benefit | 12 | 42 | |
Gain (loss) on extinguishment of debt | 0 | 0 | 0 |
Depreciation | 27 | 26 | 8 |
Amortization | 169 | 167 | 66 |
EBITDA | 607 | 492 | 287 |
Total assets | 5,795 | 6,029 | 2,170 |
Capital expenditures | 25 | 25 | 6 |
Specialty Services | Operating Segments | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenues | 2,079 | 2,030 | 1,907 |
EBITDA Reconciliation | |||
Operating income (loss) | 108 | 97 | 78 |
Plus: | |||
Investment income and other, net | 9 | 7 | 9 |
Non-service pension benefit | 0 | 0 | |
Gain (loss) on extinguishment of debt | 0 | 0 | 0 |
Depreciation | 49 | 46 | 61 |
Amortization | 51 | 56 | 57 |
EBITDA | 217 | 206 | 205 |
Total assets | 1,214 | 1,281 | 1,299 |
Capital expenditures | $ 48 | $ 49 | $ 48 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Millions | 12 Months Ended | ||
Feb. 28, 2024 USD ($) shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Subsequent Event [Line Items] | |||
Share repurchases | $ 41 | $ 44 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Percentage of shares repurchased | 0.50 | ||
Share repurchases | $ 600 | ||
Incremental term facility | 300 | ||
Subsequent Event | Blackstone | |||
Subsequent Event [Line Items] | |||
Incremental term facility | 75 | ||
Subsequent Event | Viking | |||
Subsequent Event [Line Items] | |||
Incremental term facility | $ 225 | ||
Subsequent Event | Series B Preferred Stock | |||
Subsequent Event [Line Items] | |||
Shares converted (in shares) | shares | 800,000 | ||
Subsequent Event | Common Stock | |||
Subsequent Event [Line Items] | |||
Conversion of stock, shares issued (in shares) | shares | 32,803,519 | ||
Shares issued attributable to accrued and unpaid dividends (in shares) | shares | 283,196 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Detail) - Allowance for doubtful accounts - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Balance at beginning of period | $ 3 | $ 3 |
Credit loss expense | 3 | 4 |
Write-offs | (1) | (4) |
Balance at end of period | $ 5 | $ 3 |