Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 25, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-39275 | |
Entity Registrant Name | APi Group Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1510303 | |
Entity Address, Address Line One | 1100 Old Highway 8 NW | |
Entity Address, City or Town | New Brighton | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55112 | |
City Area Code | 651 | |
Local Phone Number | 636-4320 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | APG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 274,286,981 | |
Entity Central Index Key | 0001796209 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 247 | $ 479 |
Accounts receivable, net of allowances of $5 and $5 at March 31, 2024 and December 31, 2023, respectively | 1,256 | 1,395 |
Inventories | 148 | 150 |
Contract assets | 458 | 436 |
Prepaid expenses and other current assets | 123 | 122 |
Total current assets | 2,232 | 2,582 |
Property and equipment, net | 375 | 385 |
Operating lease right of use assets | 234 | 233 |
Goodwill | 2,471 | 2,471 |
Intangible assets, net | 1,549 | 1,620 |
Deferred tax assets | 115 | 113 |
Pension and post-retirement assets | 106 | 111 |
Other assets | 110 | 75 |
Total assets | 7,192 | 7,590 |
Current liabilities: | ||
Short-term and current portion of long-term debt | 105 | 5 |
Accounts payable | 382 | 472 |
Contingent consideration and compensation liabilities | 21 | 22 |
Accrued salaries and wages | 241 | 363 |
Contract liabilities | 542 | 526 |
Operating and finance leases | 75 | 75 |
Other accrued liabilities | 288 | 344 |
Total current liabilities | 1,654 | 1,807 |
Long-term debt, less current portion | 2,624 | 2,322 |
Pension and post-retirement obligations | 48 | 50 |
Contingent consideration and compensation liabilities | 17 | 11 |
Operating and finance leases | 173 | 172 |
Deferred tax liabilities | 236 | 233 |
Other noncurrent liabilities | 139 | 127 |
Total liabilities | 4,891 | 4,722 |
Commitments and contingencies (Note 14) | ||
5.5% Series B Redeemable Convertible Preferred Stock, $0.0001 par value, 800,000 authorized shares, 0 and 800,000 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 0 | 797 |
Shareholders’ equity: | ||
Series A Preferred Stock, $0.0001 par value; 7,000,000 authorized shares; 4,000,000 shares issued and outstanding at March 31, 2024 and December 31, 2023 | 0 | 0 |
Common stock; $0.0001 par value, 500,000,000 authorized shares, 261,636,951 shares and 235,575,316 shares issued at March 31, 2024 and December 31, 2023, respectively (excluding 8,281,148 shares declared for stock dividend at December 31, 2023) | 0 | 0 |
Additional paid-in capital | 2,814 | 2,572 |
Retained earnings (accumulated deficit) | 10 | (11) |
Accumulated other comprehensive loss | (523) | (490) |
Total shareholders’ equity | 2,301 | 2,071 |
Total liabilities, redeemable convertible preferred stock, and shareholders’ equity | $ 7,192 | $ 7,590 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounts receivable, allowance for credit loss | $ 5 | $ 5 |
Preferred stock, shares issued (in shares) | 0 | 800,000 |
Preferred stock, shares outstanding (in shares) | 0 | 800,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 261,636,951 | 235,575,316 |
Common stock dividends (in shares) | 8,281,148 | |
Series A Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 7,000,000 | 7,000,000 |
Preferred stock, shares issued (in shares) | 4,000,000 | 4,000,000 |
Preferred stock, shares outstanding (in shares) | 4,000,000 | 4,000,000 |
Series B Preferred Stock | ||
Preferred stock, dividend percentage | 5.50% | 5.50% |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 800,000 | 800,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net revenues | $ 1,601 | $ 1,614 |
Cost of revenues | 1,109 | 1,189 |
Gross profit | 492 | 425 |
Selling, general, and administrative expenses | 392 | 352 |
Operating income | 100 | 73 |
Interest expense, net | 34 | 37 |
Loss on extinguishment of debt, net | 0 | 3 |
Investment expense (income) and other, net | 3 | (5) |
Other expense, net | 37 | 35 |
Income before income taxes | 63 | 38 |
Income tax provision | 18 | 12 |
Net income | 45 | 26 |
Net (loss) income attributable to common shareholders: | ||
Stock dividend on Series B Preferred Stock | (7) | (11) |
Conversion of Series B Preferred Stock | (372) | 0 |
Net (loss) income attributable to common shareholders | $ (334) | $ 15 |
Net (loss) income per common share: | ||
Basic (in dollars per share) | $ (1.34) | $ 0.05 |
Diluted (in dollars per share) | $ (1.34) | $ 0.05 |
Weighted average shares outstanding: | ||
Basic (in shares) | 249,744,275 | 234,386,758 |
Diluted (in shares) | 249,744,275 | 267,172,273 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 45 | $ 26 |
Other comprehensive income: | ||
Fair value change - derivatives, net of tax (expense) benefit of $(5), and $3, respectively | 13 | (13) |
Foreign currency translation adjustment | (42) | 14 |
Comprehensive income | $ 16 | $ 27 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Tax expense | $ (5) | $ 3 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions | Total | Series B Preferred Stock | Preferred Stock | Common Stock | Common Stock Series A Preferred Stock | Common Stock Series B Preferred Stock | Additional Paid-In Capital | (Accumulated Deficit) Retained Earnings | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2022 | 4,000,000 | 233,403,912 | |||||||
Beginning balance at Dec. 31, 2022 | $ 2,127 | $ 0 | $ 0 | $ 2,558 | $ (164) | $ (267) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 26 | 26 | |||||||
Fair value change - derivatives | (13) | (13) | |||||||
Foreign currency translation adjustment | 14 | 14 | |||||||
Preferred Stock dividend (in shares) | 498,293 | 1,082,877 | |||||||
Share repurchases (in shares) | (541,316) | ||||||||
Share repurchases | (12) | (12) | |||||||
Profit sharing plan contributions (in shares) | 631,194 | ||||||||
Profit sharing plan contributions | 14 | 14 | |||||||
Share-based compensation and other, net (in shares) | 636,233 | ||||||||
Share-based compensation and other, net | 9 | 9 | |||||||
Ending balance (in shares) at Mar. 31, 2023 | 4,000,000 | 235,212,900 | |||||||
Ending balance at Mar. 31, 2023 | 2,165 | $ 0 | $ 0 | 2,569 | (138) | (266) | |||
Beginning balance (in shares) at Dec. 31, 2023 | 4,000,000 | 235,575,316 | |||||||
Beginning balance at Dec. 31, 2023 | 2,071 | $ 0 | $ 0 | 2,572 | (11) | (490) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 45 | 45 | |||||||
Fair value change - derivatives | 13 | 13 | |||||||
Foreign currency translation adjustment | (42) | (42) | |||||||
Gain on dedesignated derivatives amortized from AOCI into income | (4) | (4) | |||||||
Preferred Stock dividend (in shares) | 283,196 | 7,944,104 | 620,240 | ||||||
Series B Preferred Stock dividend | 0 | 7 | (7) | ||||||
Conversion of Series B Preferred Stock, net (in shares) | 16,260,163 | ||||||||
Conversion of Series B Preferred Stock, net | 197 | 214 | (17) | ||||||
Profit sharing plan contributions (in shares) | 510,319 | ||||||||
Profit sharing plan contributions | 18 | 18 | |||||||
Share-based compensation and other, net (in shares) | 726,809 | ||||||||
Share-based compensation and other, net | 3 | 3 | |||||||
Ending balance (in shares) at Mar. 31, 2024 | 4,000,000 | 261,636,951 | |||||||
Ending balance at Mar. 31, 2024 | $ 2,301 | $ 0 | $ 0 | $ 2,814 | $ 10 | $ (523) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities: | |||
Net income | $ 45 | $ 26 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 19 | 19 | |
Amortization | 50 | 55 | |
Restructuring charges, net of cash paid | (8) | 0 | |
Share-based compensation expense | 8 | 5 | |
Profit-sharing expense | 6 | 5 | |
Non-cash lease expense | 26 | 18 | |
Net periodic pension cost (benefit) | 4 | (3) | |
Loss on extinguishment of debt, net | 0 | 3 | |
Other, net | (13) | (5) | |
Changes in operating assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable | 128 | 96 | |
Contract assets | (26) | (30) | |
Prepaid expenses and other current assets | (7) | (15) | |
Accounts payable | (86) | (47) | |
Accrued liabilities and income taxes payable | (128) | (112) | |
Contract liabilities | 19 | 5 | |
Other assets and liabilities | (30) | (21) | |
Net cash provided by (used in) operating activities | 7 | (1) | |
Cash flows from investing activities: | |||
Acquisitions, net of cash acquired | (23) | (10) | |
Purchases of property and equipment | (22) | (21) | |
Proceeds from sales of property and equipment | 23 | 4 | |
Net cash used in investing activities | (22) | (27) | |
Cash flows from financing activities: | |||
Net short-term debt | 100 | 0 | |
Proceeds from long-term borrowings | 300 | 0 | |
Payments on long-term borrowings | (2) | (202) | |
Repurchases of common stock | 0 | (12) | |
Conversion of Series B Preferred Stock | (600) | 0 | |
Restricted shares tendered for taxes | (11) | (2) | |
Net cash used in financing activities | (213) | (216) | |
Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash | (4) | 2 | |
Net decrease in cash, cash equivalents, and restricted cash | (232) | (242) | |
Cash, cash equivalents, and restricted cash, beginning of period | 480 | 607 | $ 607 |
Cash, cash equivalents, and restricted cash, end of period | 248 | 365 | $ 480 |
Supplemental cash flow disclosures: | |||
Cash paid for interest, net of interest income | 36 | 27 | |
Cash paid for income taxes, net of refunds | 35 | 19 | |
Accrued consideration issued in business combinations | 5 | 1 | |
Shares of common stock issued to profit sharing plan | 18 | 14 | |
Shares of common stock issued for conversion of Series B Preferred Stock | $ 569 | $ 0 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Nature of business APi Group Corporation (the “Company” or “APG”) is a global, market-leading business services provider of life safety, security and specialty services with a substantial recurring revenue base and over 500 locations worldwide. Principles of consolidation The accompanying interim unaudited condensed consolidated financial statements (the “Interim Statements”) include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. These Interim Statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete financial statements. The condensed consolidated balance sheets as of December 31, 2023 were derived from audited financial statements for the year then ended but do not include all of the information and footnotes required by U.S. GAAP with respect to annual financial statements. In the opinion of management, the Interim Statements include all adjustments (including normal recurring accruals) necessary for a fair presentation of the Company’s consolidated financial position, results of operations, and cash flows for the dates and periods presented. It is recommended that these Interim Statements be read in conjunction with the Company’s audited annual consolidated financial statements and accompanying footnotes thereto for the year ended December 31, 2023. Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period. Cash, cash equivalents, and restricted cash The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Restricted cash is reported as other current assets in the condensed consolidated balance sheets. Restricted cash reflects collateral against certain bank guarantees. Investments The Company holds investments in joint ventures, the majority of which are accounted for under the equity method of accounting as the Company does not exercise control over the joint ventures. The Company exercises control over one joint venture that is consolidated into the Company's financial statements and the results for that joint venture for the three months ended March 31, 2024 were immaterial. The Company’s share of earnings from the non-consolidated joint ventures was $2 and $2 during the three months ended March 31, 2024 and 2023, respectively. The earnings are recorded within investment expense (income) and other, net in the condensed consolidated statements of operations. The investment balances were $5 and $4 as of March 31, 2024 and December 31, 2023, respectively, and are recorded within other assets in the condensed consolidated balance sheets. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS See the discussion below for information pertaining to the effects of recent accounting pronouncements as updated from the discussion in the Company’s 2023 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed on February 28, 2024. In March 2024, the SEC adopted final rules on the enhancement and standardization of climate-related disclosures, which requires disclosure of material climate-related risks, material Scope 1 and Scope 2 greenhouse gas emissions, and other matters. As it pertains to the financial statements, subject to certain materiality thresholds, the final rules require the financial statement footnotes to include certain disclosures regarding the amounts of expenses (or capitalized costs) incurred that relate to severe weather events and other natural conditions, as well as other disclosures regarding the material impact on financial estimates and assumptions of severe weather events and other natural conditions or disclosed targets or transition plans, and amounts related to carbon offsets and renewable energy credits. The disclosures will be required at the earliest in the annual financial statements for the year ended December 31, 2025. The company is currently evaluating the impact of this on its consolidated financial statements. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | BUSINESS COMBINATIONS The Company regularly evaluates potential acquisitions that strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into a new and attractive business area. Acquisitions are accounted for as business combinations using the acquisition method of accounting. As such, the Company makes a preliminary allocation of the purchase price to the tangible assets 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. 2024 Acquisitions During the three months ended March 31, 2024, the Company completed three individually immaterial acquisitions for aggregate consideration transferred of $28, made up of cash paid at closing of $23 and accrued consideration of $5. The results of operations of these acquisitions are included in the Company’s condensed consolidated statements of operations from their respective dates of acquisition and were not material. 2023 Acquisitions During 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. During 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 condensed consolidated statement of operations from their respective dates of acquisition and were not material. The Company has not finalized its accounting for the acquisitions and will make appropriate adjustments to the purchase price allocation prior to completion of the measurement periods, as required. Based on preliminary estimates, the total amount of goodwill from acquisitions expected to be deductible for tax purposes is $47. See Note 6 - "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 6 7 — Contract assets 1 2 — Other current assets — — 1 Intangible assets 13 11 9 Goodwill 21 15 16 Other accrued liabilities — (2) — Contract liabilities (3) (2) (2) Net assets acquired $ 38 $ 32 $ 24 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 four one three The total contingent compensation arrangement liability was $11 and $9 as of March 31, 2024 and December 31, 2023, respectively. The maximum payout of these arrangements upon completion of the future performance periods was $15 and $15, inclusive of the $11 and $9, accrued as of March 31, 2024 and December 31, 2023, respectively. The contingent compensation liability is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented. The Company primarily determines the contingent compensation liability based on forecasted cumulative earnings compared to the cumulative earnings target set forth in the arrangement. Compensation expense associated with these arrangements is recognized ratably over the required employment period. The contingent consideration obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. For additional considerations regarding the fair value of the Company's contingent consideration liabilities, see Note 7 - "Fair Value of Financial Instruments." The total liability for deferred payments was $21 and $17 as of March 31, 2024 and December 31, 2023, respectively, and is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented. |
RESTRUCTURING
RESTRUCTURING | 3 Months Ended |
Mar. 31, 2024 | |
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 the three months ended March 31, 2024, the Company incurred pre-tax restructuring costs within the Safety Services segment of $1 in connection with the Chubb restructuring program. Since the Chubb Acquisition, the Company has incurred aggregate restructuring costs of $68. As of March 31, 2024, the Company had $24 in restructuring liabilities recorded in other accrued liabilities on the condensed consolidated balance sheets for this plan. In addition, the Company has incurred $4 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 restructuring program for the three months ended March 31, 2024 and 2023: Employee termination benefits Program related costs Asset write-downs Total December 31, 2023 $ 32 $ — $ 6 $ 38 Charges 1 4 — 5 Payments (8) (4) — (12) Currency translation adjustment (1) — — (1) March 31, 2024 $ 24 $ — $ 6 $ 30 Employee termination benefits Program related costs Asset write-downs Total December 31, 2022 $ 22 $ — $ — $ 22 Charges — — — — Payments (5) — — (5) March 31, 2023 $ 17 $ — $ — $ 17 |
NET REVENUES
NET REVENUES | 3 Months Ended |
Mar. 31, 2024 | |
Revenues [Abstract] | |
Net Revenues | NET REVENUES Contracts with customers The Company derives net revenues primarily from contracts with a duration of less than one week to three years (with the majority of contracts with durations of less than six months), which are subject to multiple pricing options, including fixed price, unit price, time and material, or cost plus a markup. Net revenues are primarily recognized by the Company over time utilizing the cost-to-cost measure of progress. Net revenues recognized at a point in time primarily relate to distribution contracts and short-term time and material contracts. The Company also enters into fixed-price service contracts related to monitoring, maintenance, and inspection of safety systems. The Company disaggregates its net revenues primarily by segment, service type, and country from which revenues are invoiced, as the nature, timing, and uncertainty of cash flows are relatively consistent within each of these categories. The following tables provide disclosure of disaggregated net revenues by segment for the three months ended March 31, 2024 and 2023. Disaggregated net revenues information is as follows: Three Months Ended March 31, 2024 Safety Specialty Consolidated Life Safety $ 1,103 $ — $ 1,103 Heating, Ventilation, and Air Conditioning ("HVAC") 111 — 111 Infrastructure/Utility — 205 205 Fabrication — 50 50 Specialty Contracting — 134 134 Corporate and Eliminations — — (2) Net revenues $ 1,214 $ 389 $ 1,601 Three Months Ended March 31, 2023 Safety Specialty Consolidated Life Safety $ 1,068 $ — $ 1,068 HVAC 123 — 123 Infrastructure/Utility — 240 240 Fabrication — 55 55 Specialty Contracting — 135 135 Corporate and Eliminations — — (7) Net revenues $ 1,191 $ 430 $ 1,614 Three Months Ended March 31, 2024 Safety Specialty Corporate and Consolidated United States $ 581 $ 384 $ (2) $ 963 France 162 — — 162 Other 471 5 — 476 Net revenues $ 1,214 $ 389 $ (2) $ 1,601 Three Months Ended March 31, 2023 Safety Specialty Corporate and Consolidated United States $ 560 $ 417 $ (7) $ 970 France 156 — — 156 Other 475 13 — 488 Net revenues $ 1,191 $ 430 $ (7) $ 1,614 For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at March 31, 2024 was $2,894. The Company expects to recognize revenue on approximately 86% of the remaining performance obligations over the next twelve months. Contract assets and liabilities Contract assets and contract liabilities are classified as current in the condensed consolidated balance sheets as all amounts are expected to be relieved within one year. The balances of accounts receivable, net of allowances, contract assets, and contract liabilities from contracts with customers as of March 31, 2024 and December 31, 2023 are as follows: Accounts Contract Contract Balance at March 31, 2024 $ 1,256 $ 458 $ 542 Balance at December 31, 2023 1,395 436 526 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 March 31, 2024 and December 31, 2023, retentions receivable were $146 and $156, respectively, while the portions that may not be received within one year were $30 and $25, respectively. |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | GOODWILL AND INTANGIBLES Goodwill The following table provides disclosure of goodwill by segment as of March 31, 2024 and December 31, 2023. The changes in the carrying amount of goodwill by reportable segment for the three months ended March 31, 2024 are as follows: Safety Specialty Total Goodwill as of December 31, 2023 $ 2,294 $ 177 $ 2,471 Acquisitions 21 7 28 Foreign currency translation and other, net (1) (28) — (28) Goodwill as of March 31, 2024 $ 2,287 $ 184 $ 2,471 (1) Other includes measurement period adjustments recorded during the three months ended March 31, 2024 related to acquisitions for which the measurement period ended during the three months ended March 31, 2024 (see Note 3 - "Business Combinations"). Intangibles The Company’s identifiable intangible assets are comprised of the following as of March 31, 2024 and December 31, 2023: March 31, 2024 Weighted Average Remaining Gross Accumulated Net Carrying Amortized intangibles: Contractual backlog 0.0 $ 154 $ (154) $ — Customer relationships 9.2 1,536 (553) 983 Trade names and trademarks 11.9 713 (147) 566 Total $ 2,403 $ (854) $ 1,549 December 31, 2023 Weighted Average Remaining 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 Amortization expense recognized on identifiable intangible assets is as follows: Three Months Ended March 31, 2024 2023 Cost of revenues $ — $ 7 Selling, general, and administrative expenses 50 48 Total intangible asset amortization expense $ 50 $ 55 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS U.S. GAAP defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance discusses valuation techniques such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. As the basis for evaluating such inputs, a three-tier value hierarchy prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3: Unobservable inputs that reflect the Company's own assumptions. Recurring fair value measurements The Company’s financial assets and liabilities (adjusted to fair value at least quarterly) are derivative instruments and contingent consideration obligations. In the condensed consolidated balance sheets, derivative instruments are primarily included in other assets and other noncurrent liabilities, and contingent consideration obligations are primarily included in contingent consideration and compensation liabilities. The following tables summarize the fair values and levels within the fair value hierarchy in which the measurements fall for assets and liabilities measured on a recurring basis as of March 31, 2024 and December 31, 2023: Fair Value Measurements at March 31, 2024 Financial assets: Level 1 Level 2 Level 3 Total Derivatives designated as hedge instruments Cash flow hedges - interest rate swaps $ — $ 22 $ — $ 22 Cash flow hedges - cross currency contracts — 11 — 11 Cash flow hedges - foreign currency forward contracts — — — — Net investment hedges - cross currency contracts — 22 — 22 Fair value hedges - cross currency contracts — 30 — 30 Derivatives not designated as hedge instruments Foreign currency forward contracts — — — — Total $ — $ 85 $ — $ 85 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, 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) 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: Three Months Ended Balance as of December 31, 2023 $ 6 Issuances — Settlements — Balance as of March 31, 2024 $ 6 Number of open contingent consideration arrangements at the end of the period 2 Maximum potential payout at the end of the period $ 6 At March 31, 2024, the remaining open contingent consideration arrangements are set to expire at various dates through 2025. Level 3 unobservable inputs were used to calculate the fair value adjustments shown in the table above. The fair value adjustments and the related unobservable inputs were not considered significant for the three months ended March 31, 2024. 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 10 – “Debt”), including current portions and excluding unamortized debt issuance costs. Fair value is estimated by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The interest rates of the variable interest rate long-term debt instruments are generally reset monthly. During the three months ended March 31, 2024, the Company upsized the 2021 Term Loan by an aggregate principal amount equal to $300. March 31, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value 2019 Term Loan $ 330 $ 330 $ 330 $ 331 2021 Term Loan 1,707 1,711 1,407 1,407 4.125% Senior Notes 337 302 337 305 4.750% Senior Notes 277 254 277 257 |
DERIVATIVES
DERIVATIVES | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | DERIVATIVES The Company uses foreign currency forward contracts, cross-currency swaps, and interest rate swap agreements to manage risks associated with foreign currency exchange rates, net investments in foreign operations, and interest rates. The Company does not hold derivative financial instruments of a speculative nature or for trading purposes. The Company records derivatives as assets and liabilities on the condensed consolidated balance sheets at fair value. Changes in fair value are recognized immediately in earnings unless the derivative qualifies and is designated as a hedge under ASC 815, Derivatives and Hedging . Cash flows from derivatives are classified in the condensed consolidated statements of cash flows in the same category as the cash flows from items subject to designated hedge or undesignated (economic) hedge relationships. The Company evaluates hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued. The Company is exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts, cross currency swaps, and interest rate swap agreements. The Company monitors its exposure to credit risk by using credit approvals and credit limits and by selecting major global banks and financial institutions as counterparties. The Company does not enter into derivative transactions for trading purposes, and is not party to any derivatives that require collateral to be posted prior to settlement. Certain of the Company’s derivative transactions are subject to master netting arrangements that allow the Company to net settle contracts with the same counterparties. These arrangements do not call for collateral and no cash collateral had been received or pledged related to the underlying derivatives as of March 31, 2024. The following table presents the fair value of derivative instruments: March 31, 2024 December 31, 2023 Outstanding Gross Other Assets Other Outstanding Gross Other Assets Other Derivatives designated as hedging instruments: Cash flow hedges: Interest rate swaps $ 1,120 $ 22 $ — $ 1,120 $ 7 $ — Cross currency contracts 120 11 — 120 10 — Foreign currency forward contracts 8 — — — — — Fair value hedges: Cross currency contracts 721 30 — 721 17 — Net investment hedges: Cross currency contracts 230 22 — 230 20 — Total derivatives designated as hedging instruments 2,199 85 — 2,191 54 — Derivatives not designated as hedging instruments: Foreign currency forward contracts 121 — — 73 — 1 Total derivatives not designated as hedging instruments 121 — — 73 — 1 Total derivatives $ 2,320 $ 85 $ — $ 2,264 $ 54 $ 1 The following table presents the after tax effect of derivatives on the condensed consolidated statements of operations: Amount of income (expense) recognized in income Derivatives Location of income (expense) recognized in the condensed consolidated statements of operations Three Months Ended March 31, 2024 2023 Cash flow hedging relationships: Interest rate swaps Interest expense, net $ 9 $ 2 Cross currency contracts Investment expense (income) and other, net 2 (1) Cross currency contracts Interest expense, net 1 1 Foreign currency forward contracts Investment expense (income) and other, net — — Fair value hedging relationships: Cross currency contracts Investment expense (income) and other, net 12 (8) Cross currency contracts Interest expense, net 1 1 Net investment hedging relationships: Cross currency contracts Interest expense, net 1 1 Not designated as hedging instruments: Foreign currency forward contracts Investment expense (income) and other, net — — Currency Effects The income (expense) from derivatives designed to offset foreign currency exposure and recorded in investment expense (income) and other, net were offset by foreign currency transaction gains and losses resulting in a net (loss) gain of $(1) and $0 for the three months ended March 31, 2024 and 2023, respectively. The following table presents the effect of cash flow and fair value hedge accounting on accumulated other comprehensive income (loss) ("AOCI"): Amount of gain (loss) Location of gain (loss) reclassified from Amount of gain (loss) Three Months Ended March 31, Three Months Ended March 31, Derivatives 2024 2023 2024 2023 Cash flow hedging relationships: Interest rate swaps $ 11 $ (13) Interest expense, net $ 4 $ (4) Cross currency contracts (1) 1 Investment expense (income) and other, net 2 1 Forward currency forward contracts — — Investment expense (income) and other, net — — Fair value hedging relationships: Cross currency contracts — — Investment expense (income) and other, net 13 7 Net investment hedging relationships: Cross currency contracts 2 (1) Interest expense, net (1) (3) Cash flow hedges For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized in current earnings. Interest rate swaps The Company manages its fixed and floating rate debt mix using interest rate swaps. The Company uses interest rate swap contracts to separate interest rate risk management from the debt funding decision. The Company elected a method that does not require continuous evaluation of hedge effectiveness. During 2022, the Company terminated the previously outstanding $720 notional amount interest rate swap with a maturity date in October 2024 ("2024 Interest Rate Swap"). The present value as of the date of termination of the 2024 Interest Rate Swap is recorded in AOCI on the condensed consolidated balance sheets. The fair value previously recognized in AOCI related to interest rate movements of the 2024 Interest Rate Swap is being amortized to interest expense on a straight-line basis through October 2024. As of March 31, 2024, approximately $10 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 10 - "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 in January 2028. As of March 31, 2024, the Company had $1,120 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 $2,037. As of March 31, 2024, 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 each 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 condensed consolidated statements of operations and perfectly offset the spot-to-spot change in the underlying intercompany loans, and as such, these hedges are deemed highly effective. The excluded component of the fair values of these derivatives is reported in AOCI within shareholders’ equity in the condensed consolidated balance sheets. Any cash flows associated with these instruments are included in operating activities in the condensed consolidated statements of cash flows. Net investment hedges The Company has net investments in foreign subsidiaries subject to changes in foreign currency exchange rates. During 2021, the Company entered into a $230 notional foreign currency swap designated as a net investment hedge for a portion of the Company’s net investments in Euro-denominated subsidiaries. Gains and losses resulting from a change in fair value of the net investment hedge are offset by gains and losses on the underlying foreign currency exposure and are included in AOCI in the condensed consolidated balance sheets. During 2021, the Company amended the critical terms of the foreign currency swap by extending the maturity date 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. Foreign currency 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 expense (income) and other, net. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | PROPERTY AND EQUIPMENT, NET The components of property and equipment as of March 31, 2024 and December 31, 2023 are as follows: Estimated March 31, December 31, Land N/A $ 21 $ 27 Building 39 101 105 Machinery, equipment, and office equipment 1-20 359 353 Autos and trucks 4-10 112 112 Leasehold improvements 1-15 33 35 Total cost 626 632 Accumulated depreciation (251) (247) Property and equipment, net $ 375 $ 385 Depreciation expense related to property and equipment, including finance leases, was $19 and $19 during the three months ended March 31, 2024 and 2023, respectively. Depreciation expense is included within cost of revenues and selling, general, and administrative expenses in the condensed consolidated statements of operations. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Debt obligations consist of the following: Maturity Date March 31, December 31, Term loan facility 2019 Term Loan October 1, 2026 $ 330 $ 330 2021 Term Loan January 3, 2029 1,707 1,407 Revolving Credit Facility October 1, 2026 100 — Senior notes 4.125% Senior Notes July 15, 2029 337 337 4.750% Senior Notes October 15, 2029 277 277 Other obligations 5 5 Total debt obligations 2,756 2,356 Less: unamortized deferred financing costs (27) (29) Total debt, net of deferred financing costs 2,729 2,327 Less: short-term and current portion of long-term debt (105) (5) Long-term debt, less current portion $ 2,624 $ 2,322 Term loan facility During the three months ended March 31, 2024, the Company completed its Fifth Amendment to its credit agreement, upsizing its 2021 Term Loan by an aggregate principal amount equal to $300. The loan proceeds were directed as consideration for a portion of the purchase price for the Series B Preferred Stock Conversion. For additional information regarding the Series B Preferred Stock Conversion, see Note 15 - "Shareholders' Equity and Redeemable Convertible Preferred Stock." As of March 31, 2024, 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 March 31, 2024, the Company had $1,707 of principal outstanding under the incremental term loan used to finance the Chubb acquisition (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. As of March 31, 2024, the Company had $100 outstanding under the $500 five-year senior secured revolving credit facility (the “Revolving Credit Facility”). The interest rate applicable to 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 As of March 31, 2024, the Company had the 2026 Interest Rate Swap with $720 of notional value, exchanging one-month SOFR for a fixed rate of 3.59% per annum, and the 2028 Interest Rate Swap with aggregate $400 notional value, exchanging one-month SOFR for a rate of 3.41%. Accordingly, the Company's fixed interest rate per annum on the first swapped $400 notional value of the term loans is 3.41% and the second swapped $720 notional value of the term loans is 3.59% through their maturity. The remaining $917 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 8 - "Derivatives" for additional information. As of March 31, 2024 and December 31, 2023, the Company had $100 and $0 outstanding under the Revolving Credit Facility, respectively, and $396 and $495 was available at March 31, 2024 and December 31, 2023, respectively, after giving effect to $4 and $5 of outstanding letters of credit, respectively. As of March 31, 2024 and December 31, 2023, the Company was in compliance with all applicable debt covenants. Senior notes 4.125% Senior Notes During 2021, the Company completed a private offering of $350 aggregate principal amount of 4.125% Senior Notes (the “4.125% Senior Notes”) issued under an indenture dated June 22, 2021. The 4.125% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company’s subsidiaries. The balance as of March 31, 2024 was $337. 4.750% Senior Notes During 2021, the Company completed a private offering of $300 aggregate principal amount of 4.750% Senior Notes due 2029 (the "4.750% Senior Notes") issued under an indenture dated October 21, 2021, as supplemented by a supplemental indenture dated January 3, 2022. The 4.750% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company's subsidiaries. The balance as of March 31, 2024 was $277. The Company was in compliance with all covenants contained in the indentures for the 4.125% Senior Notes and 4.750% Senior Notes as of March 31, 2024, and December 31, 2023. Other obligations As of March 31, 2024 and December 31, 2023, the Company had $5 and $5 in notes outstanding, respectively, for working capital purposes and the acquisition of equipment and vehicles. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company’s quarterly income tax provision is measured using an estimate of its consolidated annual effective tax rate, adjusted in the current period for discrete income tax items, within the periods presented. The comparison of the Company’s income tax provision between periods may be impacted by the level and mix of earnings and losses by tax jurisdiction, foreign income tax rate differentials, and discrete items. The Company’s effective tax rate was 28.0% and 30.6% for the three months ended March 31, 2024 and 2023, respectively. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0% for the three months ended March 31, 2024 and 2023 is due to nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, and state taxes. As of March 31, 2024, the Company’s deferred tax assets included a valuation allowance of $110 primarily related to certain net operating loss, capital loss, and tax credit carryforwards of the Company’s foreign subsidiaries. The factors used to assess the likelihood of realization were the past performance of the related entities, forecasts of future taxable income, future reversals of existing taxable temporary differences, and available tax planning strategies that could be implemented to realize the deferred tax assets. The ability or failure to achieve the forecasted taxable income in these entities could affect the ultimate realization of deferred tax assets. As of March 31, 2024, the Company had gross federal, state, and foreign net operating loss carryforwards of approximately $0, $19, and $112, respectively. The state net operating losses have carryforward periods of five The Company’s liability for unrecognized tax benefits is recorded within other noncurrent liabilities in the condensed consolidated balance sheets and recognizes interest and penalties accrued related to unrecognized tax benefits in the provision for income taxes in the condensed consolidated statements of operations. As of March 31, 2024, and December 31, 2023, the total gross unrecognized tax benefits were $8 and $7, respectively. The Company had accrued gross interest and penalties as of each of March 31, 2024 and December 31, 2023 of $3 and $2. During the three months ended March 31, 2024 and 2023, the Company did not recognize net interest expense. If all of the Company’s unrecognized tax benefits as of March 31, 2024, were recognized, $10 would impact the Company’s effective tax rate. The Company does not expect any unrecognized tax benefits to expire in the next twelve months. The Company files income tax returns in the U.S. federal jurisdiction, and various state, local, and foreign jurisdictions. As of March 31, 2024, with few exceptions, neither the Company nor its subsidiaries are subject to examination prior to tax year 2014. There are various other audits in state and foreign jurisdictions, including an ongoing IRS exam related to the 2019 final S Corporation return. No adjustments have been proposed and the Company does not expect the results of the audits to have a material impact on the Interim Statements. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | EMPLOYEE BENEFIT PLANS Defined benefit pension plans The Company sponsors both funded and unfunded foreign defined benefit pension plans that cover a portion of the Company's employees, and the largest plans are closed to new participants and frozen for accrual of future service. The components of the net periodic pension cost (benefit) for the defined benefit pension plans are as follows: Three Months Ended March 31, 2024 2023 Service cost $ 1 $ 1 Interest cost 15 15 Expected return on plan assets (10) (18) Net periodic pension cost (benefit) $ 6 $ (2) Multiemployer pension plans Certain subsidiaries of the Company contribute amounts to multiemployer pension plans and other multiemployer benefit plans and trusts, which are recorded as a component of employee wages and salaries within cost of revenues on the condensed consolidated statements of operations. Contributions are generally based on fixed amounts per hour per employee for employees covered under these plans. Multiemployer plan contribution rates are determined annually and assessed on a pay-as-you-go basis based on union employee payrolls. Union payrolls cannot be determined for future periods because the number of union employees employed at a given time and the plans in which they participate vary depending upon the location, the number of ongoing projects, and the need for union resources in connection with those projects. Total consolidated contributions to multiemployer plans were $19 and $23 during the three months ended March 31, 2024 and 2023, respectively. Profit sharing plans The Company has a trustee-administered profit-sharing retirement plan covering substantially all of the Company's employees in the U.S. not covered by collective bargaining agreements and a profit sharing plan for employees in Canada (collectively, “Profit Sharing Plans”). The Profit Sharing Plans provide for annual discretionary contributions in amounts based on a performance grid as determined by the Company’s directors, which may be settled in shares of the Company's common stock or in cash. In connection with these plans, the Company recognized $6 and $5 in expense for shares distributed to eligible employees during the three months ended March 31, 2024 and 2023, respectively. Employee stock purchase plan |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | RELATED-PARTY TRANSACTIONS The Company incurred advisory fees of $1 during both the three months ended March 31, 2024 and 2023, 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 settled in 7,944,104 shares issued during January 2024. 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 three months ended March 31, 2024, the Company issued dividends of 155,059 shares of common stock on the Series B Preferred Stock held by Viking Purchasers, with 70,798 shares declared in February 2024 and 84,261 shares declared in December 2023. The Company declared and issued dividends of 124,573 shares of common stock on the Series B Preferred Stock held by the Viking Purchasers during the three months ended March 31, 2023. During the three months ended March 31, 2024, the Company executed an agreement with the Viking Purchasers which allowed the exercise of their right to convert all of their Series B Preferred Stock into common stock. For additional information regarding the Series B Preferred Stock Conversion, see Note 15 - "Shareholders' Equity and Redeemable Convertible Preferred Stock." From time to time, the Company also enters other immaterial related-party transactions. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES The Company is involved in various litigation matters and is subject to claims from time to time from customers and various government entities. While it is not feasible to determine the outcome of any of these uncertainties, it is the opinion of management that their outcomes will not have a material adverse effect on the financial position, results of operations, or cash flows of the Company. Environmental obligations The Company's operations are subject to environmental regulation by various authorities. The Company has accrued for the costs of environmental remediation activities, including but not limited to, investigatory, remediation, operating and maintenance costs, and performance guarantees, and periodically reassess these amounts. Management believes that the likelihood of incurring losses materially in excess of the amounts accrued is remote. |
SHAREHOLDERS' EQUITY AND REDEEM
SHAREHOLDERS' EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Shareholders' Equity and Redeemable Convertible Preferred Stock | SHAREHOLDERS’ EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK Shareholders' equity Series A Preferred Stock The Company had 4,000,000 shares of Series A Preferred Stock issued and outstanding as of March 31, 2024 ("Series A Preferred Stock"). The Series A Preferred Stock will be automatically converted into shares of common stock on a one-for-one basis on December 31, 2026. Stock Repurchases During the three months ended March 31, 2024, the Company's Board of Directors authorized a stock repurchase program ("SRP") to purchase up to an aggregate of $1,000 of shares of the Company's common stock. This stock repurchase program is indefinite, unless otherwise modified or terminated by the Board of Directors at any time in its sole discretion. The SRP authorizes open market, private, and accelerated share repurchase transactions. During the three months ended March 31, 2024, and 2023, the Company repurchased 16,260,160 and 541,316 shares of common stock for aggregate payments of approximately $600 and $12, respectively. The repurchases during the three months ended March 31, 2024 were related to the Series B Preferred Stock Conversion, see below for more information. As of March 31, 2024, the Company had approximately $400 of authorized repurchases remaining under the SRP. During 2022, the Board of Directors authorized the Company to purchase up to an aggregate of $250 of shares of the Company’s common stock pursuant to the stock repurchase program ("2022 SRP"). The 2022 SRP expired on February 29, 2024. 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. 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 (the "Series B Preferred Stock Conversion") 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 fair value of the issued one-half of the remaining Conversion Shares was $569. 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. Dividends Following the Series B Preferred Stock Conversion there are no Series B Preferred Shares issued or outstanding and the holders of Series B Preferred Stock are no longer entitled to receive cumulative dividends. The Company declared a pro rata Series B Preferred Stock dividend of $7, or 283,196 shares of common stock, during the three months ended March 31, 2024 for the Series B Preferred Stock outstanding through February 28, 2024. The Company declared and issued a Series B Preferred Stock dividend of $11, or 498,293 shares of common stock, during the three months ended March 31, 2023. 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. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS 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 represents participating securities. Earnings attributable to Series A Preferred Stock are not included in earnings attributable to common shares in calculating earnings per common share (the two-class method). For periods of net loss, there is no impact from the two-class method on earnings per share (“EPS”) as net loss is allocated to common shares because Series A Preferred Stock shares are not contractually obligated to share the loss. The following table sets forth the computation of earnings per common share using the two-class method. The dilutive effect of outstanding Series A Preferred Stock, and the Series A Preferred Stock dividend, is reflected in diluted EPS using the if-converted method and options, restricted shares, performance shares and market shares are reflected using the treasury stock method. For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Series A Preferred Stock, restricted, performance shares, market shares and stock options are anti-dilutive. (Amounts in millions, except share and per share amounts.): Three Months Ended March 31, 2024 2023 Basic (loss) earnings per common share: Net income $ 45 $ 26 Less income allocable to Series A Preferred Stock — (1) Less income allocable to Series B Preferred Stock — (2) Less stock dividend attributable to Series B Preferred Stock (7) (11) Less conversion of Series B Preferred Stock (372) — Net (loss) income attributable to common shareholders $ (334) $ 12 Weighted average shares outstanding - basic 249,744,275 234,386,758 (Loss) income per common share - basic $ (1.34) $ 0.05 Diluted (loss) earnings per common share: Net income $ 45 $ 26 Less income allocable to Series A Preferred Stock — (1) Less stock dividend attributable to Series B Preferred Stock (7) (11) Less conversion of Series B Preferred Stock (372) — Net (loss) income attributable to common shareholders - diluted $ (334) $ 14 Weighted average shares outstanding - basic 249,744,275 234,386,758 Dilutive securities: (1) Restricted stock units, warrants, and stock options — 265,515 Shares issuable upon conversion of Series B Preferred Shares — 32,520,000 Weighted average shares outstanding - diluted 249,744,275 267,172,273 (Loss) income per common share - diluted $ (1.34) $ 0.05 1. The following items were excluded from the calculation of diluted shares as their inclusion would be anti-dilutive: a. For all periods presented, 4,000,000 shares of Series A Preferred Stock, which are convertible to the same number of common shares. b. For the three months ended March 31, 2024, 125,000 stock options to purchase the same number of common shares. c. For the three months ended March 31, 2024, 1,188,112 time-based, performance-based, and market-based restricted stock units. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
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 include maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer, and telecommunications infrastructure. This segment’s services include engineering and design, fabrication, installation, maintenance service and repair, retrofitting and upgrading, pipeline infrastructure, access and road construction, supporting facilities, and performing ongoing integrity management and maintenance to customers within the energy industry. Customers within this segment vary from private and public utilities, communications, healthcare, education, transportation, manufacturing, industrial plants, and governmental agencies throughout North America. The accounting policies of the reportable segments are the same as those described in Note 1 – “Basis of Presentation and Significant Accounting Policies.” All intercompany transactions and balances are eliminated in consolidation. Intercompany revenues and costs between entities within a reportable segment are eliminated to arrive at segment totals and eliminations between segments are separately presented. Corporate results include amounts related to corporate functions such as administrative costs, professional fees, acquisition-related transaction costs (exclusive of acquisition integration costs, which are included within the segment results of the acquired businesses), and other discrete items. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is the measure of profitability used by management to manage its segments and, accordingly, in its segment reporting. As appropriate, the Company supplements the reporting of consolidated financial information determined in accordance with U.S. GAAP with certain non-U.S. GAAP financial measures, including EBITDA. The Company believes these non-U.S. GAAP measures provide meaningful information and help investors understand the Company’s financial results and assess its prospects for future performance. The Company uses EBITDA to evaluate its performance, both internally and as compared with its peers because it excludes certain items that may not be indicative of the Company’s core operating results for its reportable segments. Segment EBITDA is calculated in a manner consistent with consolidated EBITDA. Summarized financial information for the Company’s reportable segments is presented and reconciled to consolidated financial information in the following tables, including a reconciliation of consolidated operating income (loss) to EBITDA: Three Months Ended March 31, 2024 Safety Specialty Corporate and Consolidated Net revenues $ 1,214 $ 389 $ (2) $ 1,601 EBITDA Reconciliation Operating income (loss) $ 125 $ 7 $ (32) $ 100 Plus: Investment (expense) income and other, net (6) 2 1 (3) Depreciation 8 11 — 19 Amortization 36 13 1 50 EBITDA $ 163 $ 33 $ (30) $ 166 Total assets $ 5,671 $ 1,110 $ 411 $ 7,192 Capital expenditures 5 10 7 22 Three Months Ended March 31, 2023 Safety Specialty Corporate and Consolidated Net revenues $ 1,191 $ 430 $ (7) $ 1,614 EBITDA Reconciliation Operating income (loss) $ 96 $ — $ (23) $ 73 Plus: Investment income and other, net 3 2 — 5 Loss on extinguishment of debt, net — — (3) (3) Depreciation 6 12 1 19 Amortization 41 13 1 55 EBITDA $ 146 $ 27 $ (24) $ 149 Total assets $ 6,001 $ 1,247 $ 518 $ 7,766 Capital expenditures 5 15 1 21 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On April 15, 2024, the Company signed a definitive agreement to acquire Elevated Facility Services Group (“Elevated”), a premier provider of contractually based services for all major brands of elevator and escalator equipment. Elevated will be acquired from a fund managed by L Squared Capital Partners for approximately $570 in cash, subject to working capital and other standard adjustments. The transaction is expected to close in the second quarter of 2024, subject to customary closing conditions and regulatory approvals. On April 16, 2024, the Company entered into an underwriting agreement relating to the underwritten public offering of 11,000,000 shares of common stock at a public offering price of $37.50 per share. The offering closed on April 19, 2024. The underwriters exercised the option in the agreement to purchase an additional 1,650,000 shares of common stock on April 23, 2024. The net proceeds to the Company from the offering were $457 after deducting underwriting discounts, commissions, and offering expenses. On April 30, 2024, the Company began a process to reprice its 2021 Term Loan with a remaining principal of $1,707. The Company expects that the repricing will reduce the applicable margin on all outstanding amounts. Additionally, the Company expects to increase the existing 2021 Term Loan by approximately $550 on the same terms as the current 2021 Term Loan. The Company expects to use the proceeds of approximately $550 to refinance the 2019 Term Loan with a remaining principal balance of $330 and repay the $100 Revolving Credit Facility borrowing as well as to provide funds for general corporate purposes, including the acquisition of Elevated. The Company expects the transaction to close in May 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net income | $ 45 | $ 26 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | true |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Mr. Franklin [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | During the three months ended March 31, 2024, Sir Martin E. Franklin, a director of the Company, adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408, as follows: On March 8, 2024, Mr. Franklin 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. Franklin’s Rule 10b5-1 Trading Plan provides for the sale of up to 1,980,000 shares of our common stock pursuant to one or more limit orders until December 13, 2024, or earlier if all transactions under the trading arrangement are completed. |
Name | Mr. Franklin |
Title | director |
Adoption Date | March 8, 2024 |
Arrangement Duration | 280 days |
Aggregate Available | 1,980,000 |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation The accompanying interim unaudited condensed consolidated financial statements (the “Interim Statements”) include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. These Interim Statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete financial statements. The condensed consolidated balance sheets as of December 31, 2023 were derived from audited financial statements for the year then ended but do not include all of the information and footnotes required by U.S. GAAP with respect to annual financial statements. In the opinion of management, the Interim Statements include all adjustments (including normal recurring accruals) necessary for a fair presentation of the Company’s consolidated financial position, results of operations, and cash flows for the dates and periods presented. It is recommended that these Interim Statements be read in conjunction with the Company’s audited annual consolidated financial statements and accompanying footnotes thereto for the year ended December 31, 2023. Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period. |
Cash and cash equivalents | Cash, cash equivalents, and restricted cash The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Restricted cash is reported as other current assets in the condensed consolidated balance sheets. Restricted cash reflects collateral against certain bank guarantees. |
Restricted cash | Cash, cash equivalents, and restricted cash The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Restricted cash is reported as other current assets in the condensed consolidated balance sheets. Restricted cash reflects collateral against certain bank guarantees. |
Investments | Investments The Company holds investments in joint ventures, the majority of which are accounted for under the equity method of accounting as the Company does not exercise control over the joint ventures. The Company exercises control over one joint venture that is consolidated into the Company's financial statements and the results for that joint venture for the three months ended March 31, 2024 were immaterial. The Company’s share of earnings from the non-consolidated joint ventures was $2 and $2 during the three months ended March 31, 2024 and 2023, respectively. The earnings are recorded within investment expense (income) and other, net in the condensed consolidated statements of operations. The investment balances were $5 and $4 as of March 31, 2024 and December 31, 2023, respectively, and are recorded within other assets in the condensed consolidated balance sheets. |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS See the discussion below for information pertaining to the effects of recent accounting pronouncements as updated from the discussion in the Company’s 2023 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed on February 28, 2024. In March 2024, the SEC adopted final rules on the enhancement and standardization of climate-related disclosures, which requires disclosure of material climate-related risks, material Scope 1 and Scope 2 greenhouse gas emissions, and other matters. As it pertains to the financial statements, subject to certain materiality thresholds, the final rules require the financial statement footnotes to include certain disclosures regarding the amounts of expenses (or capitalized costs) incurred that relate to severe weather events and other natural conditions, as well as other disclosures regarding the material impact on financial estimates and assumptions of severe weather events and other natural conditions or disclosed targets or transition plans, and amounts related to carbon offsets and renewable energy credits. The disclosures will be required at the earliest in the annual financial statements for the year ended December 31, 2025. The company is currently evaluating the impact of this on its consolidated financial statements. |
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. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Final Fair Values of Consideration of Assets Acquired and Liabilities Assumed | 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 6 7 — Contract assets 1 2 — Other current assets — — 1 Intangible assets 13 11 9 Goodwill 21 15 16 Other accrued liabilities — (2) — Contract liabilities (3) (2) (2) Net assets acquired $ 38 $ 32 $ 24 |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Program | The following table summarizes the Company's restructuring program for the three months ended March 31, 2024 and 2023: Employee termination benefits Program related costs Asset write-downs Total December 31, 2023 $ 32 $ — $ 6 $ 38 Charges 1 4 — 5 Payments (8) (4) — (12) Currency translation adjustment (1) — — (1) March 31, 2024 $ 24 $ — $ 6 $ 30 Employee termination benefits Program related costs Asset write-downs Total December 31, 2022 $ 22 $ — $ — $ 22 Charges — — — — Payments (5) — — (5) March 31, 2023 $ 17 $ — $ — $ 17 |
NET REVENUES (Tables)
NET REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenues [Abstract] | |
Summary of Disaggregated Net Revenues | The Company disaggregates its net revenues primarily by segment, service type, and country from which revenues are invoiced, as the nature, timing, and uncertainty of cash flows are relatively consistent within each of these categories. The following tables provide disclosure of disaggregated net revenues by segment for the three months ended March 31, 2024 and 2023. Disaggregated net revenues information is as follows: Three Months Ended March 31, 2024 Safety Specialty Consolidated Life Safety $ 1,103 $ — $ 1,103 Heating, Ventilation, and Air Conditioning ("HVAC") 111 — 111 Infrastructure/Utility — 205 205 Fabrication — 50 50 Specialty Contracting — 134 134 Corporate and Eliminations — — (2) Net revenues $ 1,214 $ 389 $ 1,601 Three Months Ended March 31, 2023 Safety Specialty Consolidated Life Safety $ 1,068 $ — $ 1,068 HVAC 123 — 123 Infrastructure/Utility — 240 240 Fabrication — 55 55 Specialty Contracting — 135 135 Corporate and Eliminations — — (7) Net revenues $ 1,191 $ 430 $ 1,614 Three Months Ended March 31, 2024 Safety Specialty Corporate and Consolidated United States $ 581 $ 384 $ (2) $ 963 France 162 — — 162 Other 471 5 — 476 Net revenues $ 1,214 $ 389 $ (2) $ 1,601 Three Months Ended March 31, 2023 Safety Specialty Corporate and Consolidated United States $ 560 $ 417 $ (7) $ 970 France 156 — — 156 Other 475 13 — 488 Net revenues $ 1,191 $ 430 $ (7) $ 1,614 |
Summary of Accounts Receivable, Net of Allowances, Contract Assets and Contract Liabilities from Contracts with Customer | The balances of accounts receivable, net of allowances, contract assets, and contract liabilities from contracts with customers as of March 31, 2024 and December 31, 2023 are as follows: Accounts Contract Contract Balance at March 31, 2024 $ 1,256 $ 458 $ 542 Balance at December 31, 2023 1,395 436 526 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes In Carrying Amounts of Goodwill By Reportable Segments | The following table provides disclosure of goodwill by segment as of March 31, 2024 and December 31, 2023. The changes in the carrying amount of goodwill by reportable segment for the three months ended March 31, 2024 are as follows: Safety Specialty Total Goodwill as of December 31, 2023 $ 2,294 $ 177 $ 2,471 Acquisitions 21 7 28 Foreign currency translation and other, net (1) (28) — (28) Goodwill as of March 31, 2024 $ 2,287 $ 184 $ 2,471 (1) Other includes measurement period adjustments recorded during the three months ended March 31, 2024 related to acquisitions for which the measurement period ended during the three months ended March 31, 2024 (see Note 3 - "Business Combinations"). |
Summary of Identifiable Intangible Assets | The Company’s identifiable intangible assets are comprised of the following as of March 31, 2024 and December 31, 2023: March 31, 2024 Weighted Average Remaining Gross Accumulated Net Carrying Amortized intangibles: Contractual backlog 0.0 $ 154 $ (154) $ — Customer relationships 9.2 1,536 (553) 983 Trade names and trademarks 11.9 713 (147) 566 Total $ 2,403 $ (854) $ 1,549 December 31, 2023 Weighted Average Remaining 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 |
Summary of Amortization Expense Recognized on Intangible Assets | Amortization expense recognized on identifiable intangible assets is as follows: Three Months Ended March 31, 2024 2023 Cost of revenues $ — $ 7 Selling, general, and administrative expenses 50 48 Total intangible asset amortization expense $ 50 $ 55 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Summary of Fair Value Measurement Assets And Liabilities Measured On Recurring Basis | The following tables summarize the fair values and levels within the fair value hierarchy in which the measurements fall for assets and liabilities measured on a recurring basis as of March 31, 2024 and December 31, 2023: Fair Value Measurements at March 31, 2024 Financial assets: Level 1 Level 2 Level 3 Total Derivatives designated as hedge instruments Cash flow hedges - interest rate swaps $ — $ 22 $ — $ 22 Cash flow hedges - cross currency contracts — 11 — 11 Cash flow hedges - foreign currency forward contracts — — — — Net investment hedges - cross currency contracts — 22 — 22 Fair value hedges - cross currency contracts — 30 — 30 Derivatives not designated as hedge instruments Foreign currency forward contracts — — — — Total $ — $ 85 $ — $ 85 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, 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) |
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: Three Months Ended Balance as of December 31, 2023 $ 6 Issuances — Settlements — Balance as of March 31, 2024 $ 6 Number of open contingent consideration arrangements at the end of the period 2 Maximum potential payout at the end of the period $ 6 |
Summary of Carrying And Fair Value Of Non-Variable Interest Rate Debt | The following table presents the carrying amount and fair value of the Company’s variable and non-variable interest rate debt (instruments defined in Note 10 – “Debt”), including current portions and excluding unamortized debt issuance costs. Fair value is estimated by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The interest rates of the variable interest rate long-term debt instruments are generally reset monthly. During the three months ended March 31, 2024, the Company upsized the 2021 Term Loan by an aggregate principal amount equal to $300. March 31, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value 2019 Term Loan $ 330 $ 330 $ 330 $ 331 2021 Term Loan 1,707 1,711 1,407 1,407 4.125% Senior Notes 337 302 337 305 4.750% Senior Notes 277 254 277 257 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value of Derivative Instruments | The following table presents the fair value of derivative instruments: March 31, 2024 December 31, 2023 Outstanding Gross Other Assets Other Outstanding Gross Other Assets Other Derivatives designated as hedging instruments: Cash flow hedges: Interest rate swaps $ 1,120 $ 22 $ — $ 1,120 $ 7 $ — Cross currency contracts 120 11 — 120 10 — Foreign currency forward contracts 8 — — — — — Fair value hedges: Cross currency contracts 721 30 — 721 17 — Net investment hedges: Cross currency contracts 230 22 — 230 20 — Total derivatives designated as hedging instruments 2,199 85 — 2,191 54 — Derivatives not designated as hedging instruments: Foreign currency forward contracts 121 — — 73 — 1 Total derivatives not designated as hedging instruments 121 — — 73 — 1 Total derivatives $ 2,320 $ 85 $ — $ 2,264 $ 54 $ 1 |
Summary of Effect of Derivatives on Consolidated Statements of Operations and Accumulated Other Comprehensive Income (Loss) | The following table presents the after tax effect of derivatives on the condensed consolidated statements of operations: Amount of income (expense) recognized in income Derivatives Location of income (expense) recognized in the condensed consolidated statements of operations Three Months Ended March 31, 2024 2023 Cash flow hedging relationships: Interest rate swaps Interest expense, net $ 9 $ 2 Cross currency contracts Investment expense (income) and other, net 2 (1) Cross currency contracts Interest expense, net 1 1 Foreign currency forward contracts Investment expense (income) and other, net — — Fair value hedging relationships: Cross currency contracts Investment expense (income) and other, net 12 (8) Cross currency contracts Interest expense, net 1 1 Net investment hedging relationships: Cross currency contracts Interest expense, net 1 1 Not designated as hedging instruments: Foreign currency forward contracts Investment expense (income) and other, net — — The following table presents the effect of cash flow and fair value hedge accounting on accumulated other comprehensive income (loss) ("AOCI"): Amount of gain (loss) Location of gain (loss) reclassified from Amount of gain (loss) Three Months Ended March 31, Three Months Ended March 31, Derivatives 2024 2023 2024 2023 Cash flow hedging relationships: Interest rate swaps $ 11 $ (13) Interest expense, net $ 4 $ (4) Cross currency contracts (1) 1 Investment expense (income) and other, net 2 1 Forward currency forward contracts — — Investment expense (income) and other, net — — Fair value hedging relationships: Cross currency contracts — — Investment expense (income) and other, net 13 7 Net investment hedging relationships: Cross currency contracts 2 (1) Interest expense, net (1) (3) |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Summary of Components of Property and Equipment | The components of property and equipment as of March 31, 2024 and December 31, 2023 are as follows: Estimated March 31, December 31, Land N/A $ 21 $ 27 Building 39 101 105 Machinery, equipment, and office equipment 1-20 359 353 Autos and trucks 4-10 112 112 Leasehold improvements 1-15 33 35 Total cost 626 632 Accumulated depreciation (251) (247) Property and equipment, net $ 375 $ 385 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Debt Obligations | Debt obligations consist of the following: Maturity Date March 31, December 31, Term loan facility 2019 Term Loan October 1, 2026 $ 330 $ 330 2021 Term Loan January 3, 2029 1,707 1,407 Revolving Credit Facility October 1, 2026 100 — Senior notes 4.125% Senior Notes July 15, 2029 337 337 4.750% Senior Notes October 15, 2029 277 277 Other obligations 5 5 Total debt obligations 2,756 2,356 Less: unamortized deferred financing costs (27) (29) Total debt, net of deferred financing costs 2,729 2,327 Less: short-term and current portion of long-term debt (105) (5) Long-term debt, less current portion $ 2,624 $ 2,322 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic Pension Benefit | The components of the net periodic pension cost (benefit) for the defined benefit pension plans are as follows: Three Months Ended March 31, 2024 2023 Service cost $ 1 $ 1 Interest cost 15 15 Expected return on plan assets (10) (18) Net periodic pension cost (benefit) $ 6 $ (2) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Summary of Computation Earnings 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, and the Series A Preferred Stock dividend, is reflected in diluted EPS using the if-converted method and options, restricted shares, performance shares and market shares are reflected using the treasury stock method. For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Series A Preferred Stock, restricted, performance shares, market shares and stock options are anti-dilutive. (Amounts in millions, except share and per share amounts.): Three Months Ended March 31, 2024 2023 Basic (loss) earnings per common share: Net income $ 45 $ 26 Less income allocable to Series A Preferred Stock — (1) Less income allocable to Series B Preferred Stock — (2) Less stock dividend attributable to Series B Preferred Stock (7) (11) Less conversion of Series B Preferred Stock (372) — Net (loss) income attributable to common shareholders $ (334) $ 12 Weighted average shares outstanding - basic 249,744,275 234,386,758 (Loss) income per common share - basic $ (1.34) $ 0.05 Diluted (loss) earnings per common share: Net income $ 45 $ 26 Less income allocable to Series A Preferred Stock — (1) Less stock dividend attributable to Series B Preferred Stock (7) (11) Less conversion of Series B Preferred Stock (372) — Net (loss) income attributable to common shareholders - diluted $ (334) $ 14 Weighted average shares outstanding - basic 249,744,275 234,386,758 Dilutive securities: (1) Restricted stock units, warrants, and stock options — 265,515 Shares issuable upon conversion of Series B Preferred Shares — 32,520,000 Weighted average shares outstanding - diluted 249,744,275 267,172,273 (Loss) income per common share - diluted $ (1.34) $ 0.05 1. The following items were excluded from the calculation of diluted shares as their inclusion would be anti-dilutive: a. For all periods presented, 4,000,000 shares of Series A Preferred Stock, which are convertible to the same number of common shares. b. For the three months ended March 31, 2024, 125,000 stock options to purchase the same number of common shares. c. For the three months ended March 31, 2024, 1,188,112 time-based, performance-based, and market-based restricted stock units. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Summary of Reconciliation Operating Income to EBITDA | Summarized financial information for the Company’s reportable segments is presented and reconciled to consolidated financial information in the following tables, including a reconciliation of consolidated operating income (loss) to EBITDA: Three Months Ended March 31, 2024 Safety Specialty Corporate and Consolidated Net revenues $ 1,214 $ 389 $ (2) $ 1,601 EBITDA Reconciliation Operating income (loss) $ 125 $ 7 $ (32) $ 100 Plus: Investment (expense) income and other, net (6) 2 1 (3) Depreciation 8 11 — 19 Amortization 36 13 1 50 EBITDA $ 163 $ 33 $ (30) $ 166 Total assets $ 5,671 $ 1,110 $ 411 $ 7,192 Capital expenditures 5 10 7 22 Three Months Ended March 31, 2023 Safety Specialty Corporate and Consolidated Net revenues $ 1,191 $ 430 $ (7) $ 1,614 EBITDA Reconciliation Operating income (loss) $ 96 $ — $ (23) $ 73 Plus: Investment income and other, net 3 2 — 5 Loss on extinguishment of debt, net — — (3) (3) Depreciation 6 12 1 19 Amortization 41 13 1 55 EBITDA $ 146 $ 27 $ (24) $ 149 Total assets $ 6,001 $ 1,247 $ 518 $ 7,766 Capital expenditures 5 15 1 21 |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Detail) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 USD ($) location joint_venture | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Product Information [Line Items] | |||
Number of locations | location | 500 | ||
Number of consolidated joint ventures | joint_venture | 1 | ||
Net income | $ 45 | $ 26 | |
Joint Ventures | |||
Product Information [Line Items] | |||
Net income | 2 | $ 2 | |
Joint Ventures | Other Assets | |||
Product Information [Line Items] | |||
Investment balance | $ 5 | $ 4 |
BUSINESS COMBINATIONS - Additio
BUSINESS COMBINATIONS - Additional Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) business | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) business | |
Asset Acquisition [Line Items] | |||
Number of immaterial acquisitions | business | 3 | ||
Acquisitions, consideration transferred | $ 28 | ||
Cash paid at closing | 23 | ||
Accrued consideration issued in business combinations | 5 | $ 1 | |
Goodwill | $ 47 | ||
Acquisition A23 | |||
Asset Acquisition [Line Items] | |||
Acquisitions, consideration transferred | 38 | ||
Cash paid at closing | 30 | ||
Accrued consideration issued in business combinations | 3 | ||
Cash deposited into escrow | 5 | ||
Goodwill | 21 | ||
Acquisition B23 | |||
Asset Acquisition [Line Items] | |||
Acquisitions, consideration transferred | 32 | ||
Cash paid at closing | 27 | ||
Accrued consideration issued in business combinations | 5 | ||
Cash deposited into escrow | 0 | ||
Goodwill | $ 15 | ||
Other 2023 acquisitions | |||
Asset Acquisition [Line Items] | |||
Number of immaterial acquisitions | business | 5 | ||
Acquisitions, consideration transferred | $ 24 | ||
Cash paid at closing | 22 | ||
Accrued consideration issued in business combinations | 2 | ||
Cash deposited into escrow | 0 | ||
Goodwill | 16 | ||
APi Acquisition | |||
Asset Acquisition [Line Items] | |||
Contingent compensation | 11 | 9 | |
Maximum payout of contingent compensation | 15 | 15 | |
Payout of accrued contingent compensation | 11 | 9 | |
Liability for deferred payments | $ 21 | $ 17 | |
APi Acquisition | Minimum | |||
Asset Acquisition [Line Items] | |||
Contingent compensation arrangements recognized period | 1 year | ||
Liability for deferred payments recognition period | 1 year | ||
APi Acquisition | Maximum | |||
Asset Acquisition [Line Items] | |||
Contingent compensation arrangements recognized period | 4 years | ||
Liability for deferred payments recognition period | 3 years |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Net Assets Acquired (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Asset Acquisition [Line Items] | |||
Cash paid at closing | $ 23 | ||
Accrued consideration | 5 | $ 1 | |
Total net consideration | $ 28 | ||
Goodwill | $ 47 | ||
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 | 6 | ||
Contract assets | 1 | ||
Other current assets | 0 | ||
Intangible assets | 13 | ||
Goodwill | 21 | ||
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 | 0 | ||
Intangible assets | 11 | ||
Goodwill | 15 | ||
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 |
RESTRUCTURING - Additional Info
RESTRUCTURING - Additional Information (Details) - 2022 Restructuring Program - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Dec. 31, 2025 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | $ 4 | ||||
Restructuring liabilities | 30 | $ 38 | $ 17 | $ 22 | |
Other Accrued Liabilities | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring liabilities | 24 | ||||
Chubb Acquisition | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 68 | ||||
Chubb Acquisition | Forecast | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | $ 125 | ||||
Chubb Acquisition | Safety Services | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | $ 1 |
RESTRUCTURING - Summary of Rest
RESTRUCTURING - Summary of Restructuring Program (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Reserve [Roll Forward] | ||
Charges | $ (8) | $ 0 |
2022 Restructuring Program | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 38 | 22 |
Charges | 5 | 0 |
Payments | (12) | (5) |
Currency translation adjustment | (1) | |
Restructuring reserve, ending balance | 30 | 17 |
Employee termination benefits | 2022 Restructuring Program | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 32 | 22 |
Charges | 1 | 0 |
Payments | (8) | (5) |
Currency translation adjustment | (1) | |
Restructuring reserve, ending balance | 24 | 17 |
Program related costs | 2022 Restructuring Program | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 0 | 0 |
Charges | 4 | 0 |
Payments | (4) | 0 |
Currency translation adjustment | 0 | |
Restructuring reserve, ending balance | 0 | 0 |
Asset write-downs | 2022 Restructuring Program | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 6 | 0 |
Charges | 0 | 0 |
Payments | 0 | 0 |
Currency translation adjustment | 0 | |
Restructuring reserve, ending balance | $ 6 | $ 0 |
NET REVENUES - Summary of Disag
NET REVENUES - Summary of Disaggregated Net Revenues (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ 1,601 | $ 1,614 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 963 | 970 |
France | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 162 | 156 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 476 | 488 |
Life Safety | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 1,103 | 1,068 |
Heating, Ventilation, and Air Conditioning ("HVAC") | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 111 | 123 |
Infrastructure/Utility | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 205 | 240 |
Fabrication | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 50 | 55 |
Specialty Contracting | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 134 | 135 |
Operating Segments | Safety Services | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 1,214 | 1,191 |
Operating Segments | Safety Services | United States | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 581 | 560 |
Operating Segments | Safety Services | France | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 162 | 156 |
Operating Segments | Safety Services | Other | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 471 | 475 |
Operating Segments | Specialty Services | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 389 | 430 |
Operating Segments | Specialty Services | United States | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 384 | 417 |
Operating Segments | Specialty Services | France | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 0 | 0 |
Operating Segments | Specialty Services | Other | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 5 | 13 |
Operating Segments | Life Safety | Safety Services | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 1,103 | 1,068 |
Operating Segments | Life Safety | Specialty Services | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 0 | 0 |
Operating Segments | Heating, Ventilation, and Air Conditioning ("HVAC") | Safety Services | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 111 | 123 |
Operating Segments | Heating, Ventilation, and Air Conditioning ("HVAC") | Specialty Services | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 0 | 0 |
Operating Segments | Infrastructure/Utility | Safety Services | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 0 | 0 |
Operating Segments | Infrastructure/Utility | Specialty Services | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 205 | 240 |
Operating Segments | Fabrication | Safety Services | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 0 | 0 |
Operating Segments | Fabrication | Specialty Services | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 50 | 55 |
Operating Segments | Specialty Contracting | Safety Services | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 0 | 0 |
Operating Segments | Specialty Contracting | Specialty Services | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 134 | 135 |
Corporate and Eliminations | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | (2) | (7) |
Corporate and Eliminations | United States | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ (2) | $ (7) |
NET REVENUES - Additional Infor
NET REVENUES - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Aggregate amount of transaction price allocated to unsatisfied performance obligation | $ 2,894 | |
Retentions receivable | 146 | $ 156 |
Retentions receivable within one year | $ 30 | $ 25 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of recognized revenue of remaining performance obligations over the next 12 months | 86% | |
Remaining performance obligations period | 12 months |
NET REVENUES - Summary of Accou
NET REVENUES - Summary of Accounts Receivable, Net of Allowances, Contract Assets and Contract Liabilities from Contracts with Customer (Detail) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Revenues [Abstract] | ||
Accounts receivable, net of allowances | $ 1,256 | $ 1,395 |
Contract assets | 458 | 436 |
Contract liabilities | $ 542 | $ 526 |
GOODWILL AND INTANGIBLES - Summ
GOODWILL AND INTANGIBLES - Summary of Changes In Carrying Amounts of Goodwill By Reportable Segments (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Beginning Balance | $ 2,471 |
Acquisitions | 28 |
Foreign currency translation and other, net | (28) |
Ending Balance | 2,471 |
Safety Services | |
Goodwill [Roll Forward] | |
Beginning Balance | 2,294 |
Acquisitions | 21 |
Foreign currency translation and other, net | (28) |
Ending Balance | 2,287 |
Specialty Services | |
Goodwill [Roll Forward] | |
Beginning Balance | 177 |
Acquisitions | 7 |
Foreign currency translation and other, net | 0 |
Ending Balance | $ 184 |
GOODWILL AND INTANGIBLES - Su_2
GOODWILL AND INTANGIBLES - Summary of Identifiable Intangible Assets (Detail) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,403 | $ 2,429 |
Accumulated Amortization | (854) | (809) |
Net Carrying Amount | $ 1,549 | $ 1,620 |
Contractual backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in Years) | 0 years | 6 months |
Gross Carrying Amount | $ 154 | $ 155 |
Accumulated Amortization | (154) | (154) |
Net Carrying Amount | $ 0 | $ 1 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in Years) | 9 years 2 months 12 days | 9 years 4 months 24 days |
Gross Carrying Amount | $ 1,536 | $ 1,552 |
Accumulated Amortization | (553) | (518) |
Net Carrying Amount | $ 983 | $ 1,034 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in Years) | 11 years 10 months 24 days | 12 years 1 month 6 days |
Gross Carrying Amount | $ 713 | $ 722 |
Accumulated Amortization | (147) | (137) |
Net Carrying Amount | $ 566 | $ 585 |
GOODWILL AND INTANGIBLES - Su_3
GOODWILL AND INTANGIBLES - Summary of Amortization Expense Recognized on Intangible Assets (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible asset amortization expense | $ 50 | $ 55 |
Cost of revenues | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible asset amortization expense | 0 | 7 |
Selling, general, and administrative expenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible asset amortization expense | $ 50 | $ 48 |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Financial assets: | ||
Derivative asset | $ 85 | $ 54 |
Financial assets | 85 | 54 |
Financial liabilities: | ||
Financial liabilities | (6) | (6) |
Level 1 | ||
Financial assets: | ||
Financial assets | 0 | 0 |
Financial liabilities: | ||
Financial liabilities | 0 | 0 |
Level 2 | ||
Financial assets: | ||
Financial assets | 85 | 54 |
Financial liabilities: | ||
Financial liabilities | 0 | 0 |
Level 3 | ||
Financial assets: | ||
Financial assets | 0 | 0 |
Financial liabilities: | ||
Financial liabilities | (6) | (6) |
Derivatives designated as hedge instruments | ||
Financial assets: | ||
Derivative asset | 85 | 54 |
Derivatives designated as hedge instruments | Interest rate swaps | Cash flow hedges: | ||
Financial assets: | ||
Derivative asset | 22 | 7 |
Derivatives designated as hedge instruments | Cross currency contracts | Cash flow hedges: | ||
Financial assets: | ||
Derivative asset | 11 | 10 |
Derivatives designated as hedge instruments | Cross currency contracts | Net investment hedges: | ||
Financial assets: | ||
Derivative asset | 22 | 20 |
Derivatives designated as hedge instruments | Cross currency contracts | Fair value hedges: | ||
Financial assets: | ||
Derivative asset | 30 | 17 |
Derivatives designated as hedge instruments | Forward currency forward contracts | Cash flow hedges: | ||
Financial assets: | ||
Derivative asset | 0 | |
Derivatives designated as hedge instruments | Foreign currency forward contracts | Cash flow hedges: | ||
Financial assets: | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 1 | Interest rate swaps | Cash flow hedges: | ||
Financial assets: | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 1 | Cross currency contracts | Cash flow hedges: | ||
Financial assets: | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 1 | Cross currency contracts | Net investment hedges: | ||
Financial assets: | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 1 | Cross currency contracts | Fair value hedges: | ||
Financial assets: | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 1 | Forward currency forward contracts | Cash flow hedges: | ||
Financial assets: | ||
Derivative asset | 0 | |
Derivatives designated as hedge instruments | Level 2 | Interest rate swaps | Cash flow hedges: | ||
Financial assets: | ||
Derivative asset | 22 | 7 |
Derivatives designated as hedge instruments | Level 2 | Cross currency contracts | Cash flow hedges: | ||
Financial assets: | ||
Derivative asset | 11 | 10 |
Derivatives designated as hedge instruments | Level 2 | Cross currency contracts | Net investment hedges: | ||
Financial assets: | ||
Derivative asset | 22 | 20 |
Derivatives designated as hedge instruments | Level 2 | Cross currency contracts | Fair value hedges: | ||
Financial assets: | ||
Derivative asset | 30 | 17 |
Derivatives designated as hedge instruments | Level 2 | Forward currency forward contracts | Cash flow hedges: | ||
Financial assets: | ||
Derivative asset | 0 | |
Derivatives designated as hedge instruments | Level 3 | Interest rate swaps | Cash flow hedges: | ||
Financial assets: | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 3 | Cross currency contracts | Cash flow hedges: | ||
Financial assets: | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 3 | Cross currency contracts | Net investment hedges: | ||
Financial assets: | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 3 | Cross currency contracts | Fair value hedges: | ||
Financial assets: | ||
Derivative asset | 0 | 0 |
Derivatives designated as hedge instruments | Level 3 | Forward currency forward contracts | Cash flow hedges: | ||
Financial assets: | ||
Derivative asset | 0 | |
Derivatives not designated as hedge instruments | ||
Financial assets: | ||
Derivative asset | 0 | 0 |
Derivatives not designated as hedge instruments | Forward currency forward contracts | ||
Financial assets: | ||
Derivative asset | 0 | 0 |
Derivatives not designated as hedge instruments | Foreign currency forward contracts | ||
Financial assets: | ||
Derivative asset | 0 | 0 |
Financial liabilities: | ||
Derivative liability | 0 | 0 |
Derivatives not designated as hedge instruments | Contingent consideration obligations | ||
Financial liabilities: | ||
Contingent consideration obligations | (6) | (6) |
Derivatives not designated as hedge instruments | Level 1 | Forward currency forward contracts | ||
Financial assets: | ||
Derivative asset | 0 | 0 |
Derivatives not designated as hedge instruments | Level 1 | Foreign currency forward contracts | ||
Financial liabilities: | ||
Derivative liability | 0 | 0 |
Derivatives not designated as hedge instruments | Level 1 | Contingent consideration obligations | ||
Financial liabilities: | ||
Contingent consideration obligations | 0 | 0 |
Derivatives not designated as hedge instruments | Level 2 | Forward currency forward contracts | ||
Financial assets: | ||
Derivative asset | 0 | 0 |
Derivatives not designated as hedge instruments | Level 2 | Foreign currency forward contracts | ||
Financial liabilities: | ||
Derivative liability | 0 | 0 |
Derivatives not designated as hedge instruments | Level 2 | Contingent consideration obligations | ||
Financial liabilities: | ||
Contingent consideration obligations | 0 | 0 |
Derivatives not designated as hedge instruments | Level 3 | Forward currency forward contracts | ||
Financial assets: | ||
Derivative asset | 0 | 0 |
Derivatives not designated as hedge instruments | Level 3 | Foreign currency forward contracts | ||
Financial liabilities: | ||
Derivative liability | 0 | 0 |
Derivatives not designated as hedge instruments | Level 3 | Contingent consideration obligations | ||
Financial liabilities: | ||
Contingent consideration obligations | $ (6) | $ (6) |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Reconciliation of Fair Value of Contingent Consideration Obligations (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) arrangement | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | $ 6 |
Issuances | 0 |
Settlements | 0 |
Balance at end of period | $ 6 |
Number of open contingent consideration arrangements at the end of the period | arrangement | 2,000,000 |
Maximum potential payout at the end of the period | $ 6 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Carrying And Fair Value Of Non-Variable Interest Rate Debt (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2021 | Feb. 28, 2024 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Line of credit, maximum borrowing capacity | $ 300 | |||
Carrying Value | $ 2,756 | $ 2,356 | ||
Term loan facility | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying Value | 2,037 | |||
Term loan facility | 2019 Term Loan | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying Value | 330 | 330 | ||
Term loan facility | 2021 Term Loan | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Line of credit, maximum borrowing capacity | 300 | |||
Carrying Value | 1,707 | 1,407 | ||
$4.125% Senior Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying Value | $ 337 | $ 337 | ||
$4.125% Senior Notes | APi Group DE, Inc | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Line of credit facility, interest rate | 4.125% | 4.125% | 4.125% | |
$4.750% Senior Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying Value | $ 277 | $ 277 | ||
$4.750% Senior Notes | APi Group DE, Inc | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Line of credit facility, interest rate | 4.75% | 4.75% | 4.75% | |
Level 2 | 2019 Term Loan | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying Value | $ 330 | $ 330 | ||
Fair Value | 330 | 331 | ||
Level 2 | 2021 Term Loan | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying Value | 1,707 | 1,407 | ||
Fair Value | 1,711 | 1,407 | ||
Level 2 | Fixed Income Interest Rate | Senior Notes | $4.125% Senior Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying Value | 337 | 337 | ||
Fair Value | 302 | 305 | ||
Level 2 | Fixed Income Interest Rate | Senior Notes | $4.750% Senior Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying Value | 277 | 277 | ||
Fair Value | $ 254 | $ 257 |
DERIVATIVES - Summary of Fair V
DERIVATIVES - Summary of Fair Value of Derivative Instruments (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2021 |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | $ 2,320 | $ 2,264 | |
Other Assets | 85 | 54 | |
Other Noncurrent liabilities | 0 | 1 | |
Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | 1,120 | ||
Derivatives designated as hedging instruments: | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | 2,199 | 2,191 | |
Other Assets | 85 | 54 | |
Other Noncurrent liabilities | 0 | 0 | |
Derivatives designated as hedging instruments: | Interest rate swaps | Cash flow hedges: | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | 1,120 | 1,120 | |
Other Assets | 22 | 7 | |
Other Noncurrent liabilities | 0 | 0 | |
Derivatives designated as hedging instruments: | Cross currency contracts | Cash flow hedges: | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | 120 | 120 | |
Other Assets | 11 | 10 | |
Other Noncurrent liabilities | 0 | 0 | |
Derivatives designated as hedging instruments: | Cross currency contracts | Fair value hedges: | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | 721 | 721 | |
Other Assets | 30 | 17 | |
Other Noncurrent liabilities | 0 | 0 | |
Derivatives designated as hedging instruments: | Cross currency contracts | Net investment hedges: | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | 230 | 230 | $ 230 |
Other Assets | 22 | 20 | |
Other Noncurrent liabilities | 0 | 0 | |
Derivatives designated as hedging instruments: | Foreign currency forward contracts | Cash flow hedges: | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | 8 | 0 | |
Other Assets | 0 | 0 | |
Other Noncurrent liabilities | 0 | 0 | |
Derivatives not designated as hedging instruments: | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | 121 | 73 | |
Other Assets | 0 | 0 | |
Other Noncurrent liabilities | 0 | 1 | |
Derivatives not designated as hedging instruments: | Foreign currency forward contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Outstanding Gross Notional Amount | 121 | 73 | |
Other Assets | 0 | 0 | |
Other Noncurrent liabilities | $ 0 | $ 1 |
DERIVATIVES - Summary of Effect
DERIVATIVES - Summary of Effect of Derivatives on Consolidated Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivatives designated as hedging instruments: | Interest rate swaps | Cash flow hedges: | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of income (expense) recognized in income | $ 9 | $ 2 |
Derivatives designated as hedging instruments: | Cross currency contracts | Cash flow hedges: | Investment expense (income) and other, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of income (expense) recognized in income | 2 | (1) |
Derivatives designated as hedging instruments: | Cross currency contracts | Cash flow hedges: | Interest expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of income (expense) recognized in income | 1 | 1 |
Derivatives designated as hedging instruments: | Cross currency contracts | Fair value hedges: | Investment expense (income) and other, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of income (expense) recognized in income | 12 | (8) |
Derivatives designated as hedging instruments: | Cross currency contracts | Fair value hedges: | Interest expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of income (expense) recognized in income | 1 | 1 |
Derivatives designated as hedging instruments: | Cross currency contracts | Net investment hedges: | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of income (expense) recognized in income | 1 | 1 |
Derivatives designated as hedging instruments: | Foreign currency forward contracts | Cash flow hedges: | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of income (expense) recognized in income | 0 | 0 |
Derivatives not designated as hedge instruments | Foreign currency forward contracts | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of income (expense) recognized in income | $ 0 | $ 0 |
DERIVATIVES - Additional Inform
DERIVATIVES - Additional Information (Detail) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) swap | Dec. 31, 2021 USD ($) swap | Dec. 31, 2023 USD ($) | May 19, 2023 USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative notional amount | $ 2,320 | $ 2,264 | ||||
Total debt obligations | 2,756 | 2,356 | ||||
Term loan facility | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Total debt obligations | 2,037 | |||||
Foreign currency forward contracts | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Other net (loss) gain | (1) | $ 0 | ||||
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, fixed interest rate | 3.41% | |||||
2028 Interest Rate Swap | Forward-starting Swaps | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative notional amount | $ 400 | |||||
Interest rate swaps | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative notional amount | $ 1,120 | |||||
Derivative, fixed interest rate | 3.52% | |||||
Derivatives designated as hedge instruments | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative notional amount | $ 2,199 | 2,191 | ||||
Derivatives designated as hedge instruments | Net Investment Hedge | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Annual reduction in interest expense | $ 3 | |||||
Reduction in overall effective interest rate | 0.24% | |||||
Derivatives designated as hedge instruments | 2024 Interest Rate Swap | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative notional amount | $ 720 | |||||
Derivatives designated as hedge instruments | Cross currency contracts | ||||||
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 Hedge | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative notional amount | 230 | $ 230 | $ 230 | |||
Unrealized pre-tax gains remaining in AOCI | $ 10 | |||||
Derivatives designated as hedge instruments | Cross currency contracts | Net Investment Hedge | United Kingdom, Pounds | ||||||
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 Hedge | Canada, Dollars | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Fair value of hedges | 241 | |||||
Derivatives designated as hedge instruments | Cross currency contracts | Net Investment Hedge | Euro Member Countries, Euro | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Fair value of hedges | $ 209 |
DERIVATIVES - Summary of Effe_2
DERIVATIVES - Summary of Effect of Cash Flow and Fair Value Hedge Accounting on Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flow hedges: | Interest rate swaps | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) recognized in other comprehensive income, cash flow hedges | $ 11 | $ (13) |
Cash flow hedges: | Interest rate swaps | Interest expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) reclassified from AOCI into income, cash flow hedging | 4 | (4) |
Cash flow hedges: | Cross currency contracts | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) recognized in other comprehensive income, cash flow hedges | (1) | 1 |
Cash flow hedges: | Cross currency contracts | Investment expense (income) and other, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) reclassified from AOCI into income, cash flow hedging | 2 | 1 |
Cash flow hedges: | Forward currency forward contracts | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) recognized in other comprehensive income, cash flow hedges | 0 | 0 |
Cash flow hedges: | Forward currency forward contracts | Investment expense (income) and other, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) reclassified from AOCI into income, cash flow hedging | 0 | 0 |
Fair value hedges: | Cross currency contracts | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) recognized in other comprehensive income, fair value hedging | 0 | 0 |
Fair value hedges: | Cross currency contracts | Investment expense (income) and other, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) reclassified from AOCI into income, fair value hedging | 13 | 7 |
Net investment hedges: | Cross currency contracts | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) recognized in other comprehensive income, net investment hedging | 2 | (1) |
Net investment hedges: | Cross currency contracts | Interest expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) reclassified from AOCI into income, net investment hedging | $ (1) | $ (3) |
PROPERTY AND EQUIPMENT, NET - S
PROPERTY AND EQUIPMENT, NET - Summary of Components of Property and Equipment (Detail) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 626 | $ 632 |
Accumulated depreciation | (251) | (247) |
Property and equipment, net | 375 | 385 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 21 | 27 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 39 years | |
Total cost | $ 101 | 105 |
Machinery, equipment, and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 359 | 353 |
Machinery, equipment, and office equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 1 year | |
Machinery, equipment, and office equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 20 years | |
Autos and trucks | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 112 | 112 |
Autos and trucks | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 4 years | |
Autos and trucks | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 10 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 33 | $ 35 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 1 year | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 15 years |
PROPERTY AND EQUIPMENT, NET - A
PROPERTY AND EQUIPMENT, NET - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 19 | $ 19 |
DEBT - Summary of Debt Obligati
DEBT - Summary of Debt Obligations (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | |||
Total debt obligations | $ 2,756 | $ 2,356 | |
Less: unamortized deferred financing costs | (27) | (29) | |
Total debt, net of deferred financing costs | 2,729 | 2,327 | |
Less: short-term and current portion of long-term debt | (105) | (5) | |
Long-term debt, less current portion | 2,624 | 2,322 | |
Term loan facility | |||
Line of Credit Facility [Line Items] | |||
Total debt obligations | 2,037 | ||
Term loan facility | 2019 Term Loan | |||
Line of Credit Facility [Line Items] | |||
Total debt obligations | 330 | 330 | |
Term loan facility | 2021 Term Loan | |||
Line of Credit Facility [Line Items] | |||
Total debt obligations | 1,707 | 1,407 | |
Term loan facility | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Total debt obligations | 100 | 0 | |
$4.125% Senior Notes | |||
Line of Credit Facility [Line Items] | |||
Total debt obligations | $ 337 | $ 337 | |
$4.125% Senior Notes | APi Group DE, Inc | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, interest rate | 4.125% | 4.125% | 4.125% |
$4.750% Senior Notes | |||
Line of Credit Facility [Line Items] | |||
Total debt obligations | $ 277 | $ 277 | |
$4.750% Senior Notes | APi Group DE, Inc | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, interest rate | 4.75% | 4.75% | 4.75% |
Other obligations | |||
Line of Credit Facility [Line Items] | |||
Total debt obligations | $ 5 | $ 5 |
DEBT - Additional Information (
DEBT - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2021 | Feb. 28, 2024 | |
Short-term Debt [Line Items] | ||||
Line of credit, maximum borrowing capacity | $ 300,000,000 | |||
Derivative notional amount | $ 2,320,000,000 | $ 2,264,000,000 | ||
Acquisition of Construction Equipment and Vehicles | ||||
Short-term Debt [Line Items] | ||||
Notes payable | 5,000,000 | 5,000,000 | ||
Interest rate swaps | ||||
Short-term Debt [Line Items] | ||||
Derivative notional amount | $ 1,120,000,000 | |||
Derivative, fixed interest rate | 3.52% | |||
2019 Term Loan | ||||
Short-term Debt [Line Items] | ||||
Line of credit outstanding | $ 330,000,000 | |||
2021 Term Loan | ||||
Short-term Debt [Line Items] | ||||
Line of credit outstanding | 1,707,000,000 | |||
Term loan facility | 2019 Term Loan | ||||
Short-term Debt [Line Items] | ||||
Secured term loan | 1,200,000,000 | |||
Remaining line of credit outstanding (unswapped portion) | $ 917,000,000 | |||
Term loan facility | 2019 Term Loan | Interest rate swaps | ||||
Short-term Debt [Line Items] | ||||
Derivative, fixed interest rate | 3.59% | |||
Term loan facility | 2019 Term Loan | Base Rate | ||||
Short-term Debt [Line Items] | ||||
Debt, variable interest rate | 1.25% | |||
Term loan facility | 2019 Term Loan | Eurodollar | ||||
Short-term Debt [Line Items] | ||||
Debt, variable interest rate | 2.25% | |||
Term loan facility | 2019 Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest rate swaps | ||||
Short-term Debt [Line Items] | ||||
Derivative notional amount | $ 720,000,000 | |||
Derivative, fixed interest rate | 3.59% | |||
Term loan facility | 2019 Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest rate swaps | Minimum | ||||
Short-term Debt [Line Items] | ||||
Term loan interest, basis points | 2.25% | |||
Term loan facility | 2019 Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest rate swaps | Maximum | ||||
Short-term Debt [Line Items] | ||||
Term loan interest, basis points | 2.50% | |||
Term loan facility | 2021 Term Loan | ||||
Short-term Debt [Line Items] | ||||
Line of credit, maximum borrowing capacity | $ 300,000,000 | |||
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 | $ 400,000,000 | |||
Derivative, fixed interest rate | 3.41% | |||
Term loan facility | Revolving Credit Facility | ||||
Short-term Debt [Line Items] | ||||
Line of credit outstanding | $ 100,000,000 | 0 | ||
Secured term loan | $ 500,000,000 | |||
Debt instrument term | 5 years | |||
Line of credit net letters of credit outstanding | $ 396,000,000 | 495,000,000 | ||
Letters of credit outstanding | $ 4,000,000 | $ 5,000,000 | ||
Term loan facility | Revolving Credit Facility | Base Rate | ||||
Short-term Debt [Line Items] | ||||
Debt, variable interest rate | 1.25% | |||
Term loan facility | Revolving Credit Facility | Eurodollar | ||||
Short-term Debt [Line Items] | ||||
Debt, variable interest rate | 2.25% | |||
$4.125% Senior Notes | ||||
Short-term Debt [Line Items] | ||||
Repurchase amount of senior notes | $ 337,000,000 | |||
$4.125% Senior Notes | APi Group DE, Inc | ||||
Short-term Debt [Line Items] | ||||
Line of credit outstanding | $ 350,000,000 | |||
Line of credit facility, interest rate | 4.125% | 4.125% | 4.125% | |
$4.750% Senior Notes | ||||
Short-term Debt [Line Items] | ||||
Repurchase amount of senior notes | $ 277,000,000 | |||
$4.750% Senior Notes | APi Group DE, Inc | ||||
Short-term Debt [Line Items] | ||||
Line of credit outstanding | $ 300,000,000 | |||
Line of credit facility, interest rate | 4.75% | 4.75% | 4.75% |
INCOME TAXES (Detail)
INCOME TAXES (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Operating Loss Carryforwards [Line Items] | |||
Effective tax rate | 28% | 30.60% | |
U.S. Federal income tax rate | 21% | 21% | |
Deferred tax assets, valuation allowance | $ 110,000,000 | ||
Unrecognized tax benefits | 8,000,000 | $ 7,000,000 | |
Income tax penalties and interest accrued | 3,000,000 | $ 2,000,000 | |
Income tax interest expense | 0 | $ 0 | |
Unrecognized tax benefits that would impact effective tax rate | 10,000,000 | ||
Effective income tax rate reconciliation, unrecognized tax benefits | 0 | ||
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 0 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 19,000,000 | ||
State and Local Jurisdiction | Minimum | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards, carryforward term | 5 years | ||
State and Local Jurisdiction | Maximum | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards, carryforward term | 20 years | ||
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 112,000,000 | ||
Operating loss carryforwards, carryforward term | 20 years | ||
Operating loss carryback term | 3 years |
EMPLOYEE BENEFIT PLANS - Compon
EMPLOYEE BENEFIT PLANS - Components of Net Periodic Pension Benefit (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Retirement Benefits [Abstract] | ||
Service cost | $ 1 | $ 1 |
Interest cost | 15 | 15 |
Expected return on plan assets | (10) | (18) |
Net periodic pension cost (benefit) | $ 6 | $ (2) |
EMPLOYEE BENEFIT PLANS - Additi
EMPLOYEE BENEFIT PLANS - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Multiemployer Plans [Line Items] | ||
Maximum value of common stock purchased during period under ESPP | $ 10,000 | |
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 | |
Expense related to ESPP | $ 1,000,000 | $ 2,000,000 |
Multiemployer Plans | ||
Multiemployer Plans [Line Items] | ||
Contributions to multiemployer plans | 19,000,000 | 23,000,000 |
Profit Sharing Plan | ||
Multiemployer Plans [Line Items] | ||
Expense recognized | $ 6,000,000 | $ 5,000,000 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Feb. 29, 2024 | Jan. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||
Common stock dividends (in shares) | 8,281,148 | ||||||
Series B Preferred Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued and sold (in shares) | 800,000 | ||||||
Preferred stock, dividend percentage | 5.50% | 5.50% | 5.50% | ||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Aggregate purchase price | $ 800 | ||||||
Series B Preferred Stock | Viking Purchasers | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued and sold (in shares) | 200,000 | ||||||
Aggregate purchase price | $ 200 | ||||||
Series B Preferred Stock | Viking Purchasers | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of outstanding stock owned by related party under agreement | 5% | ||||||
Series B Preferred Stock | Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock dividends (in shares) | 155,059 | 124,573 | |||||
Dividends declared (in shares) | 70,798 | 84,261 | 124,573 | ||||
Mariposa Acquisition I V L L C | |||||||
Related Party Transaction [Line Items] | |||||||
Advisory services fees payable | $ 1 | $ 1 | |||||
Preferred Stock | Mariposa Acquisition I V L L C | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock dividends (in shares) | 7,944,104 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Detail) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding liability for environmental obligation including asset retirement obligations | $ 16 | $ 17 |
SHAREHOLDERS' EQUITY AND REDE_2
SHAREHOLDERS' EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK (Detail) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Feb. 28, 2024 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2026 | |
Class of Stock [Line Items] | ||||||||
Preferred stock, shares issued (in shares) | shares | 800,000 | 0 | 800,000 | |||||
Preferred stock, shares outstanding (in shares) | shares | 800,000 | 0 | 800,000 | |||||
Stock repurchase program, authorized amount | $ | $ 250 | $ 1,000 | $ 250 | |||||
Repurchases of common stock (in shares) | shares | 16,260,160 | 541,316 | ||||||
Repurchases of common stock, value | $ | $ 600 | $ 12 | ||||||
Stock repurchase program, remaining authorized amount | $ | 400 | |||||||
Share repurchases | $ | $ 600 | 12 | ||||||
Fair value of remaining conversion shares | $ | $ 569 | 0 | ||||||
Line of credit, maximum borrowing capacity | $ | 300 | |||||||
Juno Lower Holdings | ||||||||
Class of Stock [Line Items] | ||||||||
Line of credit, maximum borrowing capacity | $ | 225 | |||||||
Viking Global Equities II LP | ||||||||
Class of Stock [Line Items] | ||||||||
Line of credit, maximum borrowing capacity | $ | $ 75 | |||||||
Series A Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares issued (in shares) | shares | 4,000,000 | 4,000,000 | 4,000,000 | |||||
Preferred stock, shares outstanding (in shares) | shares | 4,000,000 | 4,000,000 | 4,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Series A Preferred Stock | Forecast | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock conversion ratio | 1 | |||||||
Series B Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Aggregate purchase price | $ | $ 800 | |||||||
Number of shares issued and sold (in shares) | shares | 800,000 | |||||||
Percentage of annual dividend rate | 5.50% | 5.50% | 5.50% | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Shares converted (in shares) | shares | 800,000 | |||||||
Dividends issued as shares, value | $ | $ 11 | $ 11 | $ 7 | $ 11 | ||||
Preferred share dividend (in shares) | shares | 337,044 | 584,584 | 283,196 | 498,293 | ||||
Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Convertible to common shares (in shares) | shares | 32,803,519 | |||||||
Shares attributable to accrued and unpaid dividends (in shares) | shares | 283,196 |
EARNINGS PER SHARE (Detail)
EARNINGS PER SHARE (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Basic (loss) earnings per common share: | ||
Net income | $ 45 | $ 26 |
Stock dividend on Series B Preferred Stock | (7) | (11) |
Conversion of Series B Preferred Stock | (372) | 0 |
Net (loss) income attributable to common shareholders | $ (334) | $ 12 |
Weighted average shares outstanding - basic (in shares) | 249,744,275 | 234,386,758 |
Income per common share - basic (in dollars per share) | $ (1.34) | $ 0.05 |
Diluted (loss) earnings per common share: | ||
Net income | $ 45 | $ 26 |
Stock dividend on Series B Preferred Stock | (7) | (11) |
Conversion of Series B Preferred Stock | (372) | 0 |
Net (loss) income attributable to common shareholders - diluted | $ (334) | $ 14 |
Weighted average shares outstanding - basic (in shares) | 249,744,275 | 234,386,758 |
Dilutive securities: | ||
Restricted stock units, warrants, and stock options (in shares) | 0 | 265,515 |
Shares issuable upon conversion of Series B Preferred Shares (in shares) | 0 | 32,520,000 |
Weighted average shares outstanding - diluted (in shares) | 249,744,275 | 267,172,273 |
Income per common share - diluted (in dollars per share) | $ (1.34) | $ 0.05 |
Series A Preferred Stock | ||
Basic (loss) earnings per common share: | ||
Less income allocable to Preferred Stock | $ 0 | $ (1) |
Diluted (loss) earnings per common share: | ||
Less income allocable to Series A Preferred Stock | 0 | (1) |
Series B Preferred Stock | ||
Basic (loss) earnings per common share: | ||
Less income allocable to Preferred Stock | $ 0 | $ (2) |
Series A Preferred Stock | ||
Dilutive securities: | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,000,000 | 4,000,000 |
Stock Options | ||
Dilutive securities: | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 125,000 | |
Restricted Stock Units | ||
Dilutive securities: | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,188,112 |
SEGMENT INFORMATION - Additiona
SEGMENT INFORMATION - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2024 segment country | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Number of countries segments derive | country | 20 |
SEGMENT INFORMATION - Summary o
SEGMENT INFORMATION - Summary of Reconciliation Operating Income to EBITDA (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenues | $ 1,601 | $ 1,614 | |
EBITDA Reconciliation | |||
Operating income (loss) | 100 | 73 | |
Plus: | |||
Investment expense (income) and other, net | (3) | 5 | |
Loss on extinguishment of debt, net | 0 | (3) | |
Depreciation | 19 | 19 | |
Amortization | 50 | 55 | |
EBITDA | 166 | 149 | |
Total assets | 7,192 | 7,766 | $ 7,590 |
Capital expenditures | 22 | 21 | |
Corporate and Eliminations | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenues | (2) | (7) | |
EBITDA Reconciliation | |||
Operating income (loss) | (32) | (23) | |
Plus: | |||
Investment expense (income) and other, net | 1 | ||
Loss on extinguishment of debt, net | (3) | ||
Depreciation | 1 | ||
Amortization | 1 | 1 | |
EBITDA | (30) | (24) | |
Total assets | 411 | 518 | |
Capital expenditures | 7 | 1 | |
Safety Services | Operating Segments | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenues | 1,214 | 1,191 | |
EBITDA Reconciliation | |||
Operating income (loss) | 125 | 96 | |
Plus: | |||
Investment expense (income) and other, net | (6) | 3 | |
Loss on extinguishment of debt, net | 0 | ||
Depreciation | 8 | 6 | |
Amortization | 36 | 41 | |
EBITDA | 163 | 146 | |
Total assets | 5,671 | 6,001 | |
Capital expenditures | 5 | 5 | |
Specialty Services | Operating Segments | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenues | 389 | 430 | |
EBITDA Reconciliation | |||
Operating income (loss) | 7 | 0 | |
Plus: | |||
Investment expense (income) and other, net | 2 | 2 | |
Loss on extinguishment of debt, net | 0 | ||
Depreciation | 11 | 12 | |
Amortization | 13 | 13 | |
EBITDA | 33 | 27 | |
Total assets | 1,110 | 1,247 | |
Capital expenditures | $ 10 | $ 15 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 3 Months Ended | ||||
May 01, 2024 | Apr. 16, 2024 | Apr. 15, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | |||||
Purchase price | $ 23,000,000 | ||||
2021 Term Loan | |||||
Subsequent Event [Line Items] | |||||
Total debt obligations | 1,707,000,000 | ||||
2021 Term Loan | Term loan facility | Forecast | |||||
Subsequent Event [Line Items] | |||||
Increase in line of credit facility | $ 550,000,000 | ||||
2019 Term Loan | |||||
Subsequent Event [Line Items] | |||||
Total debt obligations | 330,000,000 | ||||
Revolving Credit Facility | Term loan facility | |||||
Subsequent Event [Line Items] | |||||
Total debt obligations | $ 100,000,000 | $ 0 | |||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Sale of stock, offering price per share (in dollars per share) | $ 37.50 | ||||
Gross proceeds from public offering | $ 457,000,000 | ||||
Subsequent Event | Public Stock Offering | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued and sold (in shares) | 11,000,000 | ||||
Subsequent Event | Over-Allotment Option | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued and sold (in shares) | 1,650,000 | ||||
Subsequent Event | Elevated Facility Services Group ("Elevated") | |||||
Subsequent Event [Line Items] | |||||
Purchase price | $ 570,000,000 |