APi Group Corp 10-Q for FY2025 Q3
APi Group Corp (APG)
10-Q
2025-10-30
For: 2025-09-30
View Original
Added on
April 12, 2026
About this 10-Q
APi Group Corp filed this 10-Q on October 30, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.09B
- up 14.2% from $1.83B a year earlier
- Net income
- $93M
- up 34.8% from net income of $69M a year earlier
- Diluted EPS
- $0.20
- up 33.3% from $0.15 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 10-Q
___________________________________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _________ to
Commission File Number 001-39275
____________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
____________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (651 ) 636-4320
____________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | o | ||||||||||||
| Non-accelerated filer | o | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 415,905,916 shares of common stock as of October 23, 2025.
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
APi Group Corporation
Condensed Consolidated Balance Sheets (Unaudited)
(In millions, except share and per share data)
| September 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowances of $ | |||||||||||
| Inventories | |||||||||||
| Contract assets | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right of use assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred tax assets | |||||||||||
| Pension and post-retirement assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Shareholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Short-term and current portion of long-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Contingent consideration and compensation liabilities | |||||||||||
| Accrued salaries and wages | |||||||||||
| Contract liabilities | |||||||||||
| Operating and finance leases | |||||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, less current portion | |||||||||||
| Pension and post-retirement obligations | |||||||||||
| Contingent consideration and compensation liabilities | |||||||||||
| Operating and finance leases | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 14) | |||||||||||
| Shareholders’ equity: | |||||||||||
Series A Preferred Stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders’ equity | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
3
APi Group Corporation
Condensed Consolidated Statements of Operations (Unaudited)
(In millions, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Investment (income) expense and other, net | ( | ( | |||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax provision | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Net income (loss) attributable to common shareholders: | |||||||||||||||||||||||
| Less income allocable to Series A Preferred Stock | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Stock dividend on Series B Preferred Stock | ( | ||||||||||||||||||||||
| Conversion of Series B Preferred Stock | ( | ||||||||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | $ | $ | $ | ( | ||||||||||||||||||
| Net income (loss) per common share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ( | ||||||||||||||||||
| Diluted | ( | ||||||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See notes to condensed consolidated financial statements.
4
APi Group Corporation
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In millions)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||||||||||||||
Fair value change - derivatives, net of tax benefit of $ | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ||||||||||||||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
5
APi Group Corporation
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)
(In millions, except share amounts)
| Preferred Stock Issued and Outstanding | Common Stock Issued and Outstanding | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Fair value change - derivatives | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Series A Preferred Stock dividend | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Share repurchases | — | — | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Profit sharing plan contributions | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation and other, net | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Fair value change - derivatives | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation and other, net | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Fair value change - derivatives | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation and other, net | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
6
| Preferred Stock Issued and Outstanding | Common Stock Issued and Outstanding | Additional Paid-In Capital | (Accumulated Deficit) Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Fair value change - derivatives | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Gain on dedesignated derivatives amortized from AOCI into income | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Series A Preferred Stock dividend | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Series B Preferred Stock dividend | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series B Preferred Stock, net | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||
| Profit sharing plan contributions | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation and other, net | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Fair value change - derivatives | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Gain on dedesignated derivatives amortized from AOCI into income | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Issuance of common shares | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation and other, net | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Fair value change - derivatives | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Gain on dedesignated derivatives amortized from AOCI into income | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation and other, net | — | $ | — | $ | — | $ | $ | — | $ | — | $ | ||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
7
APi Group Corporation
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In millions)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization | |||||||||||
| Restructuring charges, net of cash paid | ( | ( | |||||||||
| Deferred taxes | |||||||||||
| Share-based compensation expense | |||||||||||
| Profit-sharing expense | |||||||||||
| Non-cash lease expense | |||||||||||
| Net periodic pension cost | |||||||||||
| Other, net | ( | ( | |||||||||
| Changes in operating assets and liabilities, net of effects of acquisitions: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Contract assets | ( | ( | |||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Accounts payable | ( | ||||||||||
| Accrued liabilities and income taxes payable | ( | ( | |||||||||
| Contract liabilities | |||||||||||
| Other assets and liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Acquisitions, net of cash acquired | ( | ( | |||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Proceeds from sales of property and equipment | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from long-term borrowings | |||||||||||
| Payments on long-term borrowings | ( | ( | |||||||||
| Repurchases of common stock | ( | ||||||||||
| Proceeds from issuance of common shares | |||||||||||
| Conversion of Series B Preferred Stock | ( | ||||||||||
| Payments of acquisition-related consideration | ( | ( | |||||||||
| Restricted shares tendered for taxes | ( | ( | |||||||||
| Other financing activities | ( | ||||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash | |||||||||||
| Net increase in cash, cash equivalents, and restricted cash | |||||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | $ | |||||||||
| Supplemental cash flow disclosures: | |||||||||||
| Cash paid for interest, net of interest income | $ | $ | |||||||||
| Cash paid for income taxes, net of refunds | |||||||||||
| Accrued consideration issued in business combinations | |||||||||||
| Shares of common stock issued to profit sharing plan | |||||||||||
| Shares of common stock issued for conversion of Series B Preferred Stock | |||||||||||
See notes to condensed consolidated financial statements.
8
APi Group Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in millions, except shares and where noted otherwise)
NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Nature of business
APi Group Corporation (the “Company” or “APG”) is a global, market-leading business services provider of fire and life safety, security, elevator and escalator, 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 (“GAAP”) for complete financial statements. The condensed consolidated balance sheets as of December 31, 2024 were derived from audited financial statements for the year then ended but do not include all of the information and footnotes required by GAAP with respect to annual financial statements. In the opinion of management, the Interim Statements include all adjustments 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, 2024. 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
Stock Split
During the second quarter of 2025, the Company executed a three-for-two stock split by issuing a stock dividend of one-half of one share of common stock for each share of common stock. The Company retained the current par value of $0.0001 per share for all common shares. All references to the number of shares outstanding, issued shares, and per share amounts of the Company’s common shares have been restated to reflect the effect of the stock split for all historical periods presented in the Company’s accompanying condensed consolidated financial statements and footnotes thereto.
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
The Company has not adopted any additional accounting pronouncements since the 2024 audited consolidated financial statements. See discussion below for information pertaining to the effects of recent accounting pronouncements as updated from the discussion in the Company's Form 10-K filed on February 26, 2025.
In July 2025, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2025-05, Financial Instruments - Credit Losses (Topic 326): Credit Losses for Accounts Receivable and Contract Assets,
9
which provides a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from revenue transactions accounted for under FASB Accounting Standards Codification ("ASC") 606. ASU 2025-05 is effective for the Company's annual and interim periods in fiscal years beginning January 1, 2026, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this ASU on its consolidated financial statements and disclosures but does not expect the impact to be material.
NOTE 3. 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 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.
2025 Acquisitions
During the nine months ended September 30, 2025, the Company completed eleven acquisitions for aggregated consideration transferred of $214 , made up of cash paid at closing of $170 , cash deposited into escrow of $13 , and accrued consideration of $31 . 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.
| 2025 Acquisitions | |||||
| Cash paid at closing | $ | ||||
| Cash deposited into escrow | |||||
| Accrued consideration | |||||
| Total net consideration | $ | ||||
| Cash and cash equivalents | $ | ||||
| Accounts receivable | |||||
| Contract assets | |||||
| Other current assets | |||||
| Property and equipment | |||||
| Intangible assets | |||||
| Goodwill | |||||
| Accounts payable | ( | ||||
| Other accrued liabilities | ( | ||||
| Contract liabilities | ( | ||||
| Net assets acquired | $ | ||||
10
The Company has not finalized its accounting for any of the acquisitions completed during 2025 and will make appropriate adjustments to the purchase price allocation prior to completion of the measurement periods, as required. Based on preliminary estimates, the total amount of goodwill from acquisitions expected to be deductible for tax purposes is $108 .
2024 Acquisitions
Elevated acquisition
On June 3, 2024, the Company completed its acquisition of 100 % of the equity interests of Elevated Facility Services Group ("Elevated"). Elevated is a premier provider of contractually based services for all major brands of elevator and escalator equipment. Elevated is headquartered in Florida and serves customers in over 18 states. The results of the Elevated business are reported in the condensed consolidated financial statements of the Company from the date of acquisition within the Company's Safety Services segment.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the Elevated acquisition:
| Cash paid at closing | $ | ||||
| Cash deposited into escrow | |||||
| Total net consideration | $ | ||||
| Cash and cash equivalents | $ | ||||
| Accounts receivable | |||||
| Contract assets | |||||
| Other current assets | |||||
| Property and equipment | |||||
| Operating lease right-of-use assets | |||||
| Intangible assets | |||||
| Goodwill | |||||
| Accounts payable | ( | ||||
| Contract liabilities | ( | ||||
| Other accrued liabilities | ( | ||||
| Current and noncurrent operating and finance lease liabilities | ( | ||||
| Deferred tax liabilities | ( | ||||
| Net assets acquired | $ | ||||
The Company finalized its accounting for the Elevated acquisition during the nine months ended September 30, 2025. The total amount of goodwill from the Elevated acquisition expected to be deductible for tax purposes is $19 . See Note 6 – “Goodwill and Intangibles” for the provisional goodwill assigned to each segment.
Other 2024 acquisitions
On September 3, 2024, the Company completed an acquisition included within the Safety Services segment ("Acquisition A24"). The results of the A24 business are reported within the Company's Safety Services segment. Consideration for Acquisition A24 included cash paid at closing of $24 and accrued consideration of $9 .
On October 1, 2024, the Company completed an acquisition included within the Safety Services segment ("Acquisition B24"). The results of the B24 business are reported within the Company's Safety Services segment. Consideration for Acquisition B24 included cash paid at closing of $99 , cash deposited into escrow for future deferred payments of $2 , and no accrued consideration.
On December 2, 2024, the Company completed an acquisition included within the Safety Services segment ("Acquisition C24"). The results of the C24 business are reported within the Company's Safety Services segment. Consideration for Acquisition C24 included cash paid at closing of $26 and accrued consideration of $7 .
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During 2024, the Company completed nine individually immaterial acquisitions for aggregate consideration transferred of $77 , made up of cash paid at closing of $63 and accrued consideration of $14 .
The Company has not finalized its accounting for acquisition C24 and two of the immaterial acquisitions completed during 2024, and will make appropriate adjustments to the purchase price allocation prior to completion of the measurement periods, as required. Based on preliminary estimates, the total amount of goodwill from acquisitions expected to be deductible for tax purposes is $84 . 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.
| Acquisition A24 | Acquisition B24 | Acquisition C24 | Other 2024 acquisitions | ||||||||||||||||||||
| Cash paid at closing | $ | $ | $ | $ | |||||||||||||||||||
| Cash deposited into escrow | |||||||||||||||||||||||
| Accrued consideration | |||||||||||||||||||||||
| Total net consideration | $ | $ | $ | $ | |||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Accounts receivable | |||||||||||||||||||||||
| Contract assets | |||||||||||||||||||||||
| Other current assets | |||||||||||||||||||||||
| Property and equipment | |||||||||||||||||||||||
| Intangible assets | |||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||
| Other assets | |||||||||||||||||||||||
| Accounts payable | ( | ( | ( | ||||||||||||||||||||
| Other accrued liabilities | ( | ( | ( | ( | |||||||||||||||||||
| Contract liabilities | ( | ( | ( | ||||||||||||||||||||
| Deferred tax liabilities | ( | ( | ( | ||||||||||||||||||||
| Other noncurrent liabilities | ( | ||||||||||||||||||||||
| Net assets acquired | $ | $ | $ | $ | |||||||||||||||||||
For the three months ended September 30, 2025, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months was $50 and $10 , respectively. For the nine months ended September 30, 2025, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months was $142 and $19 , respectively.
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, 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 to four years . Contingent consideration arrangements are not contingent on employment and are included as part of purchase consideration at the time of the initial acquisition and are paid over a period of to four years . The liability for deferred payments is recognized at the date of acquisition based on the Company’s best estimate and is typically payable over a period of to four years . Deferred payments are not contingent on any future performance or employment obligations and can be offset for working capital true-ups and representations and warranty items.
The total contingent compensation arrangement liability was $4 and $0 as of September 30, 2025 and December 31, 2024, respectively. The maximum payout of these arrangements upon completion of the future performance periods was $16 and $2 , inclusive of the $4 and $0 , accrued as of September 30, 2025 and December 31, 2024, respectively. 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
12
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 $38 and $28 as of September 30, 2025 and December 31, 2024, respectively, and is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented.
NOTE 4. 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 included expenses related to workforce reductions, lease termination costs, and other facility rationalization costs. As of the second quarter of 2025, the Chubb restructuring program ended and no additional expenses are expected.
During the nine months ended September 30, 2025 the Company incurred no pre-tax restructuring costs within the Safety Services segment in connection with the Chubb restructuring program. As of September 30, 2025, the Company had $13 in restructuring liabilities recorded in other accrued liabilities on the condensed consolidated balance sheets for this plan. In addition, the Company incurred $3 of related costs during the nine months ended September 30, 2025, which include lease impairment charges, asset write-downs, and consulting fees.
For the restructuring program, employee-related costs consisted of termination benefits provided to employees who were 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 tables summarize the Company's restructuring liabilities for the nine months ended September 30, 2025 and 2024:
| December 31, 2024 | $ | ||||
| Charges | |||||
| Payments | ( | ||||
| Currency translation adjustment | |||||
| September 30, 2025 | $ | ||||
In addition to the costs noted above, the Company incurred no 0 and $3 for the three and nine months ended September 30, 2025.
| December 31, 2023 | $ | ||||
| Charges | |||||
| Payments | ( | ||||
| September 30, 2024 | $ | ||||
In addition to the costs noted above, the Company incurred $0 and $1 asset write-down costs for the three and nine months ended September 30, 2024. The Company also incurred program related costs of $4 and $11 for the three and nine months ended September 30, 2024.
NOTE 5. 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
13
utilizing the cost-to-cost measure of progress. Net revenues recognized at a point in time primarily relate to distribution contracts and short-term time and material contracts. The Company also enters into fixed-price service contracts related to monitoring, maintenance, and inspection of safety systems.
The Company disaggregates its net revenues primarily by segment, service type, and country from which revenues are invoiced, as the nature, timing, and uncertainty of cash flows are relatively consistent within each of these categories. The following tables provide disclosure of disaggregated net revenues by segment for the three and nine months ended September 30, 2025 and 2024. During 2025, in conjunction with the movement of the Heating, Ventilation, and Air Conditioning ("HVAC") business from the Safety Services segment to the Specialty Services segment, the Company reassessed the categories by which it disaggregates net revenues. The Company determined the nature, timing, and uncertainty of the cash flows of the HVAC business are consistent with the cash flows of the Specialty Contracting businesses. Additionally, the Company determined the nature, timing, and uncertainty of the cash flows of a distribution business previously included within Specialty Contracting are more consistent with the cash flows of the Fabrication business. As such, prior period amounts in this table have been recast to reflect the current period presentation. See Note 17 – “Segment Information” for additional information. Disaggregated net revenues information is as follows:
| Three Months Ended September 30, 2025 | |||||||||||||||||
| Safety Services | Specialty Services | Consolidated | |||||||||||||||
| Life Safety | $ | $ | $ | ||||||||||||||
| Infrastructure/Utility | |||||||||||||||||
| Fabrication and Distribution | |||||||||||||||||
| Specialty Contracting | |||||||||||||||||
| Corporate and Eliminations | — | — | ( | ||||||||||||||
| Net revenues | $ | $ | $ | ||||||||||||||
| Three Months Ended September 30, 2024 | |||||||||||||||||
| Safety Services | Specialty Services | Consolidated | |||||||||||||||
| Life Safety | $ | $ | $ | ||||||||||||||
| Infrastructure/Utility | |||||||||||||||||
| Fabrication and Distribution | |||||||||||||||||
| Specialty Contracting | |||||||||||||||||
| Corporate and Eliminations | — | — | ( | ||||||||||||||
| Net revenues | $ | $ | $ | ||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||
| Safety Services | Specialty Services | Consolidated | |||||||||||||||
| Life Safety | $ | $ | $ | ||||||||||||||
| Infrastructure/Utility | |||||||||||||||||
| Fabrication and Distribution | |||||||||||||||||
| Specialty Contracting | |||||||||||||||||
| Corporate and Eliminations | — | — | ( | ||||||||||||||
| Net revenues | $ | $ | $ | ||||||||||||||
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| Nine Months Ended September 30, 2024 | |||||||||||||||||
| Safety Services | Specialty Services | Consolidated | |||||||||||||||
| Life Safety | $ | $ | $ | ||||||||||||||
| Infrastructure/Utility | |||||||||||||||||
| Fabrication and Distribution | |||||||||||||||||
| Specialty Contracting | |||||||||||||||||
| Corporate and Eliminations | — | — | ( | ||||||||||||||
| Net revenues | $ | $ | $ | ||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Safety Services | Specialty Services | Corporate and Eliminations | Consolidated | ||||||||||||||||||||
| United States | $ | $ | $ | ( | $ | ||||||||||||||||||
| France | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Net revenues | $ | $ | $ | ( | $ | ||||||||||||||||||
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||
| Safety Services | Specialty Services | Corporate and Eliminations | Consolidated | ||||||||||||||||||||
| United States | $ | $ | $ | ( | $ | ||||||||||||||||||
| France | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Net revenues | $ | $ | $ | ( | $ | ||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Safety Services | Specialty Services | Corporate and Eliminations | Consolidated | ||||||||||||||||||||
| United States | $ | $ | $ | ( | $ | ||||||||||||||||||
| France | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Net revenues | $ | $ | $ | ( | $ | ||||||||||||||||||
| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||
| Safety Services | Specialty Services | Corporate and Eliminations | Consolidated | ||||||||||||||||||||
| United States | $ | $ | $ | ( | $ | ||||||||||||||||||
| France | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Net revenues | $ | $ | $ | ( | $ | ||||||||||||||||||
For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at September 30, 2025 was $3,594 . The Company expects to recognize revenue on approximately 74 % of the remaining performance obligations over the next twelve months .
15
Contract assets and liabilities
Contract assets and contract liabilities are classified as current in the condensed consolidated balance sheets as all amounts are expected to be relieved within one year. The balances of accounts receivable, net of allowances, contract assets, and contract liabilities from contracts with customers as of September 30, 2025 and December 31, 2024 are as follows:
| Accounts receivable, net of allowances | Contract assets | Contract liabilities | |||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ||||||||||||||
| Balance at December 31, 2024 | |||||||||||||||||
The Company did not recognize significant revenues associated with the final settlement of contract value for any projects completed in prior periods. In accordance with industry practice, accounts receivable includes retentions receivable, a portion of which may not be received within one year. At September 30, 2025 and December 31, 2024, retentions receivable were $182 and $160 , respectively, while the portions that may not be received within one year were $43 and $38 , respectively.
NOTE 6. GOODWILL AND INTANGIBLES
Goodwill
The following table provides disclosure of goodwill by segment as of September 30, 2025 and December 31, 2024. During 2025, the Company moved the HVAC business from the Safety Services segment to the Specialty Services segment, and segment-related amounts have been recast to reflect this adjustment as of the beginning of the period presented. As a result of the reallocation of goodwill between reportable segments, the Company performed an impairment test for the impacted reporting unit pre-realignment and post-realignment and there was no impairment to be recorded. See Note 17 – “Segment Information” for additional information. The changes in the carrying amount of goodwill by reportable segment for the nine months ended September 30, 2025 are as follows:
| Safety Services | Specialty Services | Total Goodwill | |||||||||||||||
| Goodwill as of December 31, 2024 | $ | $ | $ | ||||||||||||||
| Acquisitions | |||||||||||||||||
Foreign currency translation and other, net (1) | |||||||||||||||||
| Goodwill as of September 30, 2025 | $ | $ | $ | ||||||||||||||
(1) Other includes immaterial measurement period adjustments recorded during the nine months ended September 30, 2025 related to acquisitions for which the measurement period was open during the nine months ended September 30, 2025 (see Note 3 – "Business Combinations").
Intangibles
The Company’s identifiable intangible assets are comprised of the following as of September 30, 2025 and December 31, 2024:
| September 30, 2025 | |||||||||||||||||||||||
| Weighted Average Remaining Useful Lives (in Years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||
| Amortized intangibles: | |||||||||||||||||||||||
| Contractual backlog | $ | $ | ( | $ | |||||||||||||||||||
| Customer relationships | ( | ||||||||||||||||||||||
| Trade names and trademarks | ( | ||||||||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||||||||
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| December 31, 2024 | |||||||||||||||||||||||
| Weighted Average Remaining Useful Lives (in Years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||
| Amortized intangibles: | |||||||||||||||||||||||
| Contractual backlog | $ | $ | ( | $ | |||||||||||||||||||
| Customer relationships | ( | ||||||||||||||||||||||
| Trade names and trademarks | ( | ||||||||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||||||||
Amortization expense recognized on identifiable intangible assets is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Cost of revenues | $ | $ | ( | $ | $ | ||||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||||||||
| Total intangible asset amortization expense | $ | $ | $ | $ | |||||||||||||||||||
NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS
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.
17
The following tables summarize the fair values and levels within the fair value hierarchy in which the measurements fall for assets and liabilities measured on a recurring basis as of September 30, 2025 and December 31, 2024:
| Fair Value Measurements at September 30, 2025 | |||||||||||||||||||||||
| Financial assets: | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Derivatives designated as hedge instruments: | |||||||||||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | |||||||||||||||||||
| Cross currency contracts | |||||||||||||||||||||||
| Foreign currency forward contracts | |||||||||||||||||||||||
| Fair value hedges – cross currency contracts | |||||||||||||||||||||||
| Net investment hedges – cross currency contracts | |||||||||||||||||||||||
| Derivatives not designated as hedge instruments: | |||||||||||||||||||||||
| Foreign currency forward contracts | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Financial liabilities: | |||||||||||||||||||||||
| Derivatives designated as hedge instruments: | |||||||||||||||||||||||
| Fair value hedges – cross currency contracts | |||||||||||||||||||||||
| Net investment hedges – cross currency contracts | ( | ( | |||||||||||||||||||||
| Derivatives not designated as hedge instruments: | |||||||||||||||||||||||
| Foreign currency forward contracts | ( | ( | |||||||||||||||||||||
| Contingent consideration obligations | ( | ( | |||||||||||||||||||||
| Total | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Fair Value Measurements at December 31, 2024 | |||||||||||||||||||||||
| Financial assets: | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Derivatives designated as hedge instruments: | |||||||||||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | |||||||||||||||||||
| Cross currency contracts | |||||||||||||||||||||||
| Foreign currency forward contracts | |||||||||||||||||||||||
| Fair value hedges – cross currency contracts | |||||||||||||||||||||||
| Net investment hedges – cross currency contracts | |||||||||||||||||||||||
| Derivatives not designated as hedge instruments: | |||||||||||||||||||||||
| Foreign currency forward contracts | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Financial liabilities: | |||||||||||||||||||||||
| Derivatives not designated as hedge instruments: | |||||||||||||||||||||||
| Foreign currency forward contracts | |||||||||||||||||||||||
| Contingent consideration obligations | ( | ( | |||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ( | |||||||||||||||||
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.
18
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, as well as other information about the contingent consideration obligations:
| Nine Months Ended September 30, 2025 | |||||
| Balance as of December 31, 2024 | $ | ||||
| Issuances | |||||
| Settlements | ( | ||||
| Balance as of September 30, 2025 | $ | ||||
| Number of open contingent consideration arrangements at the end of the period | |||||
| Maximum potential payout at the end of the period | $ | ||||
At September 30, 2025, the remaining open contingent consideration arrangements are set to expire at various dates through 2026. Level 3 unobservable inputs were used to calculate the fair value adjustments shown in the table above. The fair value adjustments and the related unobservable inputs were not considered significant for the three and nine months ended September 30, 2025.
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.
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
| 2021 Term Loan | $ | $ | $ | $ | |||||||||||||||||||
NOTE 8. 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
19
counterparties. The Company does not enter into derivative transactions for trading purposes, and is not party to any derivatives that require collateral to be posted prior to settlement.
Certain of the Company’s derivative transactions are subject to master netting arrangements that allow the Company to net settle contracts with the same counterparties. These arrangements do not call for collateral and no cash collateral had been received or pledged related to the underlying derivatives as of September 30, 2025.
The following table presents the fair value of derivative instruments:
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Outstanding Gross Notional Amount | Other Assets | Other Noncurrent liabilities | Outstanding Gross Notional Amount | Other Assets | Other Noncurrent liabilities | ||||||||||||||||||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Cross currency contracts | |||||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | |||||||||||||||||||||||||||||||||||
| Fair value hedges: | |||||||||||||||||||||||||||||||||||
| Cross currency contracts | |||||||||||||||||||||||||||||||||||
| Net investment hedges: | |||||||||||||||||||||||||||||||||||
| Cross currency contracts | |||||||||||||||||||||||||||||||||||
| Total derivatives designated as hedging instruments | |||||||||||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | |||||||||||||||||||||||||||||||||||
| Total derivatives | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
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 September 30, | ||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| Cash flow hedging relationships: | ||||||||||||||||||||
| Interest rate swaps | Interest expense, net | $ | ( | $ | ( | |||||||||||||||
| Cross currency contracts | Investment (income) expense and other, net | |||||||||||||||||||
| Cross currency contracts | Interest expense, net | ( | ||||||||||||||||||
| Foreign currency forward contracts | Investment (income) expense and other, net | |||||||||||||||||||
| Fair value hedging relationships: | ||||||||||||||||||||
| Cross currency contracts | Investment (income) expense and other, net | ( | ||||||||||||||||||
| Cross currency contracts | Interest expense, net | ( | ||||||||||||||||||
| Net investment hedging relationships: | ||||||||||||||||||||
| Cross currency contracts | Interest expense, net | ( | ( | |||||||||||||||||
| Not designated as hedging instruments: | ||||||||||||||||||||
| Foreign currency forward contracts | Investment (income) expense and other, net | |||||||||||||||||||
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| Amount of (income) expense recognized in income | ||||||||||||||||||||
| Derivatives | Location of (income) expense recognized in the condensed consolidated statements of operations | Nine Months Ended September 30, | ||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| Cash flow hedging relationships: | ||||||||||||||||||||
| Interest rate swaps | Interest expense, net | $ | ( | $ | ( | |||||||||||||||
| Cross currency contracts | Investment (income) expense and other, net | |||||||||||||||||||
| Cross currency contracts | Interest expense, net | ( | ( | |||||||||||||||||
| Foreign currency forward contracts | Investment (income) expense and other, net | |||||||||||||||||||
| Fair value hedging relationships: | ||||||||||||||||||||
| Cross currency contracts | Investment (income) expense and other, net | |||||||||||||||||||
| Cross currency contracts | Interest expense, net | ( | ||||||||||||||||||
| Net investment hedging relationships: | ||||||||||||||||||||
| Cross currency contracts | Interest expense, net | ( | ( | |||||||||||||||||
| Not designated as hedging instruments: | ||||||||||||||||||||
| Foreign currency forward contracts | Investment (income) expense and other, net | |||||||||||||||||||
Currency Effects
The (income) expense from derivatives designed to offset foreign currency exposure and recorded in investment (income) expense and other, net were offset by foreign currency transaction gains and losses resulting in a net loss (gain) of $2 and $(1 ) for each of the three months ended September 30, 2025 and 2024, respectively, and $1
21
The following table presents the effect of cash flow and fair value hedge accounting on accumulated other comprehensive loss (income) ("AOCI"):
| Amount of (gain) loss recognized in other comprehensive income | Location of (gain) loss reclassified from AOCI into income | Amount of (gain) loss reclassified from AOCI into income | ||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||||||||||||||||||
| Derivatives | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||
| Cash flow hedging relationships: | ||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | Interest expense, net | $ | $ | ( | ||||||||||||||||||||||||||
| Cross currency contracts | ( | Investment (income) expense and other, net | ||||||||||||||||||||||||||||||
| Forward currency forward contracts | Investment (income) expense and other, net | |||||||||||||||||||||||||||||||
| Fair value hedging relationships: | ||||||||||||||||||||||||||||||||
| Cross currency contracts | ( | Investment (income) expense and other, net | ( | |||||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||||||||
| Net investment hedging relationships: | ||||||||||||||||||||||||||||||||
| Cross currency contracts | ( | Interest expense, net | ( | |||||||||||||||||||||||||||||
| Amount of (gain) loss recognized in other comprehensive income | Location of (gain) loss reclassified from AOCI into income | Amount of (gain) loss reclassified from AOCI into income | ||||||||||||||||||||||||||||||
| Nine Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| Derivatives | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||
| Cash flow hedging relationships: | ||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | Interest expense, net | $ | $ | ( | ||||||||||||||||||||||||||
| Cross currency contracts | ( | Investment (income) expense and other, net | ||||||||||||||||||||||||||||||
| Forward currency forward contracts | Investment (income) expense and other, net | |||||||||||||||||||||||||||||||
| Fair value hedging relationships: | ||||||||||||||||||||||||||||||||
| Cross currency contracts | ( | ( | Investment (income) expense and other, net | |||||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||||||||
| Net investment hedging relationships: | ||||||||||||||||||||||||||||||||
| Cross currency contracts | Interest expense, net | ( | ||||||||||||||||||||||||||||||
Cash flow hedges
For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized in current earnings.
Interest rate swaps
The Company manages its fixed and floating rate debt mix using interest rate swaps. 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.
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The Company has an aggregate $720 notional amount interest rate swap ("2026 Interest Rate Swap") and aggregate $400 notional swaps ("2028 Interest Rate Swap"). 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.
During 2024, the Company entered into a $720 notional amount forward starting interest rate swap that exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.13 % over the term of the agreement, commencing in October 2026 and maturing in January 2029 ("2029 Interest Rate Swap"). Upon commencement, the 2029 Interest Rate Swap will cover the remainder of the interest payments starting in October 2026 to the maturity of the 2021 Term Loan.
As of September 30, 2025, the Company had $1,840 notional amount outstanding in the 2026 Interest Rate Swap, the 2028 Interest Rate Swap, and the 2029 Interest Rate Swap. The Company has designated these swaps as cash flow hedges of the interest rate risk attributable to forecasted variable interest (SOFR) payments for its SOFR based term loan of $2,157 . As of September 30, 2025, the weighted average fixed rate of interest on these swaps was approximately 3.52 %. Variations in the assets and liability balances related to the swaps are primarily driven by changes in the applicable forward yield curves related to SOFR.
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 uses cross-currency swaps designated as fair value hedges to manage exposure from intercompany loans subject to foreign exchange risks. In 2024, a AUD swap ($16 USD equivalent, maturing June 2029) was added to the existing GBP, CAD, and EUR swaps (totaling $721 2 from AOCI to interest expense, net in its condensed consolidated statements of operations. Following the partial termination of the CAD swap, there was $689 USD equivalent notional outstanding.
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 the second quarter of 2025, the Company entered into a $701 notional foreign currency swap designated as a net investment hedge ("2025 net investment hedge") for a portion of the Company’s net investments in Euro-denominated subsidiaries. In 2021, the Company entered into a $230 notional foreign currency swap designated as a net investment hedge ("2021 net
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investment hedge") for a portion of the Company’s net investments in Euro-denominated subsidiaries. Gains and losses resulting from a change in fair value of the net investment hedges are offset by gains and losses on the underlying foreign currency exposure and are included in AOCI in the condensed consolidated balance sheets. The Company evaluates the effectiveness of its net investment hedges at inception and on an ongoing basis. If a net investment hedge is no longer expected to be effective, the Company discontinues hedge accounting prospectively.
In 2021, the Company amended the critical terms of the 2021 net investment hedge by extending the maturity date to July 2029 and modifying the U.S. 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 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
NOTE 9. PROPERTY AND EQUIPMENT, NET
The components of property and equipment as of September 30, 2025 and December 31, 2024 are as follows:
| Estimated Useful Lives (In Years) | September 30, 2025 | December 31, 2024 | |||||||||||||||
| Land | N/A | $ | $ | ||||||||||||||
| Building | |||||||||||||||||
| Machinery, equipment, and office equipment | |||||||||||||||||
| Autos and trucks | |||||||||||||||||
| Leasehold improvements | |||||||||||||||||
| Total cost | |||||||||||||||||
| Accumulated depreciation | ( | ( | |||||||||||||||
| Property and equipment, net | $ | $ | |||||||||||||||
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NOTE 10. DEBT
Debt obligations consist of the following:
| Maturity Date | September 30, 2025 | December 31, 2024 | |||||||||||||||
| Term loan facility | |||||||||||||||||
| 2021 Term Loan | January 3, 2029 | $ | $ | ||||||||||||||
| Revolving Credit Facility | May 20, 2030 | ||||||||||||||||
| Senior notes | |||||||||||||||||
| July 15, 2029 | |||||||||||||||||
| October 15, 2029 | |||||||||||||||||
| Other obligations | |||||||||||||||||
| Total debt obligations | |||||||||||||||||
| Less: unamortized deferred financing costs | ( | ( | |||||||||||||||
| Total debt, net of deferred financing costs | |||||||||||||||||
| Less: short-term and current portion of long-term debt | ( | ( | |||||||||||||||
| Long-term debt, less current portion | $ | $ | |||||||||||||||
Term loan facility
As of September 30, 2025, the Company had $2,157 of principal outstanding under the incremental term loan (the "2021 Term Loan") with a maturity date of January 3, 2029. The interest rate applicable to the 2021 Term Loan is, at the Company's option, either (1) a base rate plus an applicable margin equal to 0.75 % or (2) Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.75 %.
The interest rate applicable to borrowings under the $750 five-year senior secured revolving credit facility (the “Revolving Credit Facility”) is, at the Company’s option, either (1) a base rate plus an applicable margin equal to 0.50 %, or (2) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.50 %.
As of September 30, 2025 and December 31, 2024, the Company had no 744 and $494 was available at September 30, 2025 and December 31, 2024, respectively, after giving effect to $6
In the second quarter of 2025, the Company completed its Eighth Amendment to its credit agreement, which increased the Revolving Credit Facility from $500 to $750 , extended the facility's maturity to five years from the date of the Eighth Amendment, reduced the applicable margin by 75 basis points, and eliminated the credit spread adjustment ("CSA").
During the first quarter of 2025, the Company completed its Seventh Amendment to its credit agreement, repricing the 2021 Term Loan. The repricing reduced the applicable margin on the 2021 Term Loan by 25 basis points.
During 2024, the Company completed its Sixth Amendment to its credit agreement, refinancing the 2021 Term Loan by increasing its principal amount and lowering the interest margin by 50 basis points. The amendment also removed the CSA. In connection with this transaction, the Company added approximately $550 of incremental principal to the 2021 Term Loan. The proceeds were used to fully repay the remaining $330 balance of the 2019 Term Loan, to pay down $100 outstanding under the Revolving Credit Facility, and for general corporate purposes, including partial funding of the Elevated acquisition.
During 2024, the Company completed its Fifth Amendment to its credit agreement, upsizing its 2021 Term Loan by an aggregate principal amount equal to $300 . 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 September 30, 2025 and December 31, 2024, the Company was in compliance with all applicable debt covenants.
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Swap activity
As of September 30, 2025, the Company had the 2026 Interest Rate Swap with $720 of notional value, exchanging one-month SOFR for a fixed rate of 3.59 % per annum and the 2028 Interest Rate Swap with aggregate $400 notional value, exchanging one-month SOFR for a rate of 3.41 %. Accordingly, the Company's fixed interest rate per annum on the swapped $720 notional value of the term loans is 5.34 % and the swapped $400 notional value of the term loans is 5.16 % through the maturity of the swaps. The remaining $1,037 of the term loan balance will bear interest based on one-month SOFR plus 175 basis points, and the rate will fluctuate as SOFR fluctuates. During 2024, the Company entered into a $720 notional amount forward starting interest rate swap commencing in October 2026 and maturing in January 2029 that exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.13 % over the term of the agreement. Refer to Note 8 – "Derivatives" for additional information.
Senior notes
During 2022, 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 September 30, 2025 was $337 .
During 2022, 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 September 30, 2025 was $277 .
The Company was in compliance with all covenants contained in the indentures for the 4.125 % Senior Notes and 4.750 % Senior Notes as of September 30, 2025, and December 31, 2024.
Other obligations
As of September 30, 2025 and December 31, 2024, the Company had $5
NOTE 11. 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 28.2 % and 30.9 % for the three months ended September 30, 2025 and 2024, and 27.6 % and 27.2 % for the nine months ended September 30, 2025, and 2024, respectively. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0
As of September 30, 2025, the Company’s deferred tax assets included a valuation allowance of $97 primarily related to certain net operating loss, capital loss, and tax credit carryforwards of the Company’s foreign subsidiaries. The factors used to assess the likelihood of realization were the past performance of the related entities, forecasts of future taxable income, future reversals of existing taxable temporary differences, and available tax planning strategies that could be implemented to realize the deferred tax assets. The ability or failure to achieve the forecasted taxable income in these entities could affect the ultimate realization of deferred tax assets.
As of September 30, 2025, the Company had gross federal, state, and foreign net operating loss carryforwards of approximately $1 , $21 , and $88 , respectively. The state net operating losses have carryforward periods of to twenty years and begin to expire in 2029. The foreign net operating losses have carryback periods of three years , carryforward periods of twenty years , or are indefinite, and begin to expire in 2025.
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
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for income taxes in the condensed consolidated statements of operations. As of September 30, 2025, and December 31, 2024, the total gross unrecognized tax benefits were $10 and $9 , respectively. The Company accrued gross interest and penalties as of September 30, 2025 and December 31, 2024 of $4 and $3 , respectively. During the three and nine months ended September 30, 2025 and 2024, the Company recognized net interest expense of less than $1
If all of the Company’s unrecognized tax benefits as of September 30, 2025 were recognized, $13 would impact the Company’s effective tax rate. The Company expects $1 of unrecognized tax benefits to expire in the next twelve months due to lapses in the statute of limitations.
The Company files income tax returns in the U.S. federal jurisdiction, and various state, local, and foreign jurisdictions. As of September 30, 2025, with few exceptions, neither the Company nor its subsidiaries are subject to examination prior to tax year 2015. There are various other audits in state and foreign jurisdictions.
On July 4, 2025, the “One Big Beautiful Bill Act” was enacted into law. The legislation includes several changes to federal tax law including permanent extension of certain expiring Tax Cuts and Jobs Act provisions and modifications to US taxation of foreign activity. Certain provisions will be effective for 2025, while others will be effective for tax years beginning after December 31, 2025. The Company has evaluated the impact of the legislation and incorporated the applicable tax provisions into its consolidated financial statements for the current reporting period.
NOTE 12. EMPLOYEE BENEFIT PLANS
Defined benefit pension plans
The Company sponsors both funded and unfunded foreign defined benefit pension plans that cover a portion of the Company's employees, and the largest plans are closed to new participants and frozen for accrual of future service.
The components of the net periodic pension cost for the defined benefit pension plans are as follows:
| Three Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Service cost | $ | $ | |||||||||
| Interest cost | |||||||||||
| Expected return on plan assets | ( | ( | |||||||||
| Amortization of actuarial losses | |||||||||||
| Net periodic pension cost | $ | $ | |||||||||
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Service cost | $ | $ | |||||||||
| Interest cost | |||||||||||
| Expected return on plan assets | ( | ( | |||||||||
| Amortization of actuarial losses | |||||||||||
| Net periodic pension cost | $ | $ | |||||||||
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 $26 and $25 during the three months ended September 30, 2025 and 2024, respectively, and $73 and $69 during the nine months ended September 30, 2025 and 2024, respectively.
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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 $9 23 and $20 in expense during the nine months ended September 30, 2025 and 2024, respectively.
Employee stock purchase plan
Most of the Company’s employees in the U.S. and Canada, including named executive officers, are eligible to participate in the Company’s Employee Stock Purchase Plan (the “ESPP”). Sales of shares of the Company’s common stock under the ESPP are generally made pursuant to offerings that are intended to satisfy the requirements of Section 423 of the Internal Revenue Code. The ESPP permits employees of the Company to purchase common stock at a price equal to 85 % of the lesser of (i) the market value of the common stock on the first day of the offering period, or (ii) the market value of the common stock on the purchase date, whichever is lower. Participants are subject to eligibility requirements and may not purchase more than 500 shares in any offering period or more than ten thousand dollars of common stock in a year under the ESPP. The Company recognized $2 and $1 of expense during the three months ended September 30, 2025 and 2024, respectively and $6 and $4 of expense during the nine months ended September 30, 2025 and 2024, respectively.
NOTE 13. RELATED-PARTY TRANSACTIONS
The Company incurred advisory fees of $1 3 3,815,493 shares and 11,916,156 shares, respectively, issued during January 2025 and January 2024, respectively. The shares were issued to Mariposa Acquisition IV, LLC, a related entity that is controlled by a co-chair of the Company's Board of Directors.
During 2022, the Company issued and sold 800,000 shares of the Company’s 5.5 % Series B Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”) for an aggregate purchase price of $800 . Of the 800,000 shares issued and sold, 200,000 shares were sold to Viking Global Equities Master Ltd. and Viking Global Equities II LP ("Viking Purchasers"), which is the aggregate owner of more than 5 % of the Company's outstanding stock, for an aggregate purchase price of $200 . During the nine months ended September 30, 2024, the Company issued dividends of 232,589 shares of common stock on the Series B Preferred Stock held by Viking Purchasers, with 106,197 shares declared in February 2024 and 126,392 shares declared in December 2023.
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 into other immaterial related-party transactions.
NOTE 14. 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 reassesses these amounts. Management believes that the likelihood of incurring losses materially in excess of the amounts accrued is remote.
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NOTE 15. SHAREHOLDERS’ EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK
Shareholders' equity
Series A Preferred Stock
The Company had 4,000,000 6,000,000 shares of Common Stock upon conversion pursuant to the Company’s Certificate of Incorporation.
Stock Repurchases
During the second quarter of 2025, the Company's Board of Directors authorized a new share repurchase program ("SRP") to purchase up to $1,000 of shares of the Company's common stock. The timing, amount and manner of any repurchases under the new repurchase program will be determined at the discretion of the Company's leadership based on a number of factors, including the availability of capital, capital allocation alternatives, and market conditions for our common stock. The share repurchase program is open-ended and does not require the Company to acquire any specific number of shares. It may be modified, suspended, extended, or terminated by the Company at any time without prior notice and may be executed through open-market purchases, privately negotiated transactions or otherwise, and the Company may enter into Rule 10b5-1 trading plans in connection with such repurchases. This new authorization replaces the Company's previous share repurchase authorization announced in 2024. During the nine months ended September 30, 2025 and 2024, the Company repurchased 3,095,573 and 24,390,240 shares of common stock for approximately $75 and $600 , respectively. As of September 30, 2025, the Company had $1,000 of authorized repurchases remaining under the SRP.
Authorized Shares
During the second quarter of 2025, upon the recommendation of the Company's Board of Directors, the Company's shareholders approved an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of the Company's common stock, par value $0.0001 per share, from 500,000,000 to 1,000,000,000 shares.
Stock Split
During the second quarter of 2025, the Company executed a three-for-two stock split by issuing a stock dividend of one-half of one share of common stock for each share of common stock. No shares of common stock were issued to the holders of the Company’s Series A Preferred Stock in connection with the stock split. The Company retained the current par value of $0.0001 per share for all common shares. All references to the number of shares outstanding, issued shares, and per share amounts of the Company’s common shares have been restated to reflect the effect of the stock split for all historical periods presented in the Company’s accompanying condensed consolidated financial statements and footnotes thereto.
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.
During three months ended March 31, 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 49,205,279 shares of common stock of the Company (inclusive of approximately 424,794 shares attributable to accrued and unpaid dividends thereon (the "Conversion Shares") and (ii) upon issuance of
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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 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 former 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 424,794 shares of common stock, during three months ended March 31, 2024 for the Series B Preferred Stock outstanding through February 28, 2024. The Company declared a Series B Preferred Stock dividend of $11 or 505,566 shares of common stock in December 2023 and issued the shares in January 2024.
NOTE 16. 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 and Series B Preferred Stock represent participating securities. Earnings attributable to Series A Preferred Stock and Series B Preferred Stock are not included in earnings attributable to common shares in calculating earnings per common share (the two-class method). For periods of net loss, there is no impact from the two-class method on earnings per share (“EPS”) as net loss is allocated to common shares because Series A Preferred Stock and Series B Preferred Stock shares are not contractually obligated to share the loss.
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The following table sets forth the computation of earnings per common share using the two-class method. The dilutive effect of outstanding Series A Preferred Stock, Series B Preferred Stock, the Series A Preferred Stock dividend, and the Series B Preferred Stock dividend is reflected in diluted EPS using the if-converted method and options, 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, Series B Preferred Stock, restricted shares, performance shares, market shares, and stock options are anti-dilutive. (Amounts in millions, except share and per share amounts.)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Basic earnings per common share: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less income allocable to Series A Preferred Stock | ( | ( | ( | ||||||||||||||||||||
| Less stock dividend attributable to Series B Preferred Stock | ( | ||||||||||||||||||||||
| Less conversion of Series B Preferred Stock | ( | ||||||||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | $ | $ | $ | ( | ||||||||||||||||||
| Weighted average shares outstanding - basic | |||||||||||||||||||||||
| Income (loss) per common share - basic | $ | $ | $ | $ | ( | ||||||||||||||||||
| Diluted earnings per common share: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less income allocable to Series A Preferred Stock | ( | ( | ( | ||||||||||||||||||||
| Less stock dividend attributable to Series B Preferred Stock | ( | ||||||||||||||||||||||
| Less conversion of Series B Preferred Stock | ( | ||||||||||||||||||||||
| Net income (loss) attributable to common shareholders - diluted | $ | $ | $ | $ | ( | ||||||||||||||||||
| Weighted average shares outstanding - basic | |||||||||||||||||||||||
Dilutive securities: (1) | |||||||||||||||||||||||
| Restricted stock units, warrants, and stock options | |||||||||||||||||||||||
Shares issuable pursuant to the Series A Preferred Stock dividend (2) | |||||||||||||||||||||||
| Weighted average shares outstanding - diluted | |||||||||||||||||||||||
| Income (loss) per common share - diluted | $ | $ | $ | $ | ( | ||||||||||||||||||
(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 6,000,000 common shares, as a result of the June 30, 2025 stock split. For additional information regarding the stock split, see Note 15 – "Shareholders' Equity and Redeemable Convertible Preferred Stock."
b.For the nine months ended September 30, 2024, the year-to-date impact of 187,500 stock options to purchase the same number of common shares.
c.For the nine months ended September 30, 2024, 1,919,375
(2)For the three and nine months ended September 30, 2025, dilutive securities include common share equivalents which represent the annual dividend, payable in the form of common shares or cash at the Company's sole option, that Series A Preferred Shares would be entitled to receive assuming that the volume weighted average price of the Company’s common shares for the last ten ten 20 % of the increase in the volume-weighted average market price per share of the Company’s common shares for the last ten trading days of the calendar year, multiplied by 211,791,957 shares. During 2025, the Annual Dividend amount was calculated based on the appreciation of the Company’s share price over the highest
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previously used share price of $24.8713 . During 2024, the Annual Dividend amount was calculated based on the appreciation of the Company’s share price over the highest previously used share price of $22.6310 .
NOTE 17. SEGMENT INFORMATION
The Company manages its operations under three operating segments which represent the Company’s two reportable segments: Safety Services, comprised of the North American Life Safety and International Life Safety operating segments, and Specialty Services. This structure is generally comprised of various businesses related to contracted services and maintenance of industrial and commercial facilities. The segments have separate management and have results that are regularly reviewed by the Chief Executive Officer and President, who acts as the Company's Chief Operating Decision Maker (“CODM”), for the purpose of allocating resources and evaluating performance, identifying them as separate reportable segments.
The Safety Services segment focuses on end-to-end integrated occupancy systems (fire protection services, elevator and escalator, and entry systems), including the design, installation, inspection and service of these integrated systems. The work performed within this segment spans across industries and facilities and includes commercial, education, healthcare, high tech, industrial, and special-hazard settings in over 20 countries.
The Specialty Services segment provides a variety of infrastructure services and specialized industrial plant services, which includes maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer, and telecommunications infrastructure, as well as HVAC services. 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.
In January 2025, due to a change in the way the businesses are managed, the Company realigned its segments by moving the HVAC business from Safety Services to Specialty Services. As a result, information for the HVAC business is combined with the Specialty Services segment within the information reviewed by the CODM. The CODM began regularly reviewing financial information to allocate resources and assess performance utilizing these reorganized segments in January 2025. As such, all segment-related prior period amounts in these financial statements have been recast to reflect this change as of the beginning of the earliest period presented.
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.
Segment earnings is the measure of profitability used by the CODM to manage the segments and, accordingly, in segment reporting. Segment earnings is defined as earnings before interest, taxes, depreciation, and amortization and after adjustments for non-recurring items. Adjustments include expenses that management deems are non-recurring in nature and not indicative of the Company’s core operating results. These adjustments include expenses related to business transformation and other expenses for the integration of acquired businesses, the impact and results of businesses classified as held-for-sale and divested, and one-time and other events such as impairment charges, restructuring costs, transaction and other costs related to acquisitions, amortization of intangible assets, and non-service pension cost or benefit.
The CODM establishes budgets for the segments, including growth of segment earnings. The CODM considers segment earnings budget-to-actual variances when making decisions about allocating capital to the segments. Segment earnings is also used in the compensation of certain employees and to assess the performance of each segment by regularly comparing the results of each segment with forecasted amounts. The CODM uses segment earnings to evaluate its performance, both internally and as compared with its peers, because it excludes certain items that may not be indicative of the Company’s core operating results for its reportable segments.
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Summarized financial information for the Company’s reportable segments are presented and reconciled to consolidated financial information in the following tables, including a reconciliation of segment earnings to income before income taxes:
| Three Months Ended September 30, 2025 | |||||||||||||||||
| Safety Services | Specialty Services | Total | |||||||||||||||
| Revenues from external customers | $ | $ | $ | ||||||||||||||
| Intersegment revenues | |||||||||||||||||
| Net revenues | |||||||||||||||||
| Reconciliation of revenue: | |||||||||||||||||
| Elimination of intersegment revenues | ( | ||||||||||||||||
| Total consolidated revenues | $ | ||||||||||||||||
Less: (a) | |||||||||||||||||
Segment cost of revenues(b) | |||||||||||||||||
Segment operating expenses (c) | |||||||||||||||||
| Plus: | |||||||||||||||||
| Segment other income/expense | |||||||||||||||||
| Depreciation | |||||||||||||||||
| Segment earnings | $ | $ | $ | ||||||||||||||
| Reconciliation of profit/(loss): | |||||||||||||||||
Corporate/other profit/(loss) (d) | $ | ( | |||||||||||||||
| Interest income/(expense) | ( | ||||||||||||||||
| Depreciation | ( | ||||||||||||||||
| Amortization | ( | ||||||||||||||||
| Contingent consideration and compensation | ( | ||||||||||||||||
Non-service pension cost | ( | ||||||||||||||||
Systems and business enablement | ( | ||||||||||||||||
| Business process transformation expenses | |||||||||||||||||
Acquisition and divestiture related expenses | |||||||||||||||||
| Restructuring program related costs | |||||||||||||||||
| Other | ( | ||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
| Asset information: | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| Capital expenditures | |||||||||||||||||
(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown and amortization expense is excluded from the amounts shown.
(b) Segment cost of revenues consists of costs such as direct labor, materials, subcontract costs and indirect costs related to contract performance, adjusted for non-recurring items.
(c) Segment operating expenses consist primarily of compensation and associated costs for sales and corporate marketing, administrative expenses associated with accounting, finance, legal, information systems, leadership development, and other corporate expenses, adjusted for non-recurring items.
(d) Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.
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| Three Months Ended September 30, 2024 | |||||||||||||||||
| Safety Services | Specialty Services | Total | |||||||||||||||
| Revenues from external customers | $ | $ | $ | ||||||||||||||
| Intersegment revenues | |||||||||||||||||
| Net revenues | $ | $ | |||||||||||||||
| Reconciliation of revenue: | |||||||||||||||||
| Elimination of intersegment revenues | ( | ||||||||||||||||
| Total consolidated revenues | $ | ||||||||||||||||
Less: (a) | |||||||||||||||||
Segment cost of revenues (b) | |||||||||||||||||
Segment operating expenses (c) | |||||||||||||||||
| Plus: | |||||||||||||||||
| Segment other income/expense | |||||||||||||||||
| Depreciation | |||||||||||||||||
| Segment earnings | $ | $ | $ | ||||||||||||||
| Reconciliation of profit/(loss): | |||||||||||||||||
Corporate/other profit/(loss) (d) | $ | ( | |||||||||||||||
| Interest income/(expense) | ( | ||||||||||||||||
| Depreciation | ( | ||||||||||||||||
| Amortization | ( | ||||||||||||||||
| Contingent consideration and compensation | ( | ||||||||||||||||
Non-service pension cost | ( | ||||||||||||||||
Systems and business enablement | |||||||||||||||||
| Business process transformation expenses | ( | ||||||||||||||||
Acquisition and divestiture related expenses | ( | ||||||||||||||||
| Restructuring program related costs | ( | ||||||||||||||||
| Other | |||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
| Asset information: | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| Capital expenditures | |||||||||||||||||
(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown and amortization expense is excluded from the amounts shown.
(b) Segment cost of revenues consists of costs such as direct labor, materials, subcontract costs and indirect costs related to contract performance, adjusted for non-recurring items.
(c) Segment operating expenses consist primarily of compensation and associated costs for sales and corporate marketing, administrative expenses associated with accounting, finance, legal, information systems, leadership development, and other corporate expenses, adjusted for non-recurring items.
(d) Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.
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| Nine Months Ended September 30, 2025 | |||||||||||||||||
| Safety Services | Specialty Services | Total | |||||||||||||||
| Revenues from external customers | $ | $ | $ | ||||||||||||||
| Intersegment revenues | |||||||||||||||||
| Net revenues | |||||||||||||||||
| Reconciliation of revenue: | |||||||||||||||||
| Elimination of intersegment revenues | ( | ||||||||||||||||
| Total consolidated revenues | $ | ||||||||||||||||
Less: (a) | |||||||||||||||||
Segment cost of revenues(b) | |||||||||||||||||
Segment operating expenses (c) | |||||||||||||||||
| Plus: | |||||||||||||||||
| Segment other income/expense | |||||||||||||||||
| Depreciation | |||||||||||||||||
| Segment earnings | $ | $ | $ | ||||||||||||||
| Reconciliation of profit/(loss): | |||||||||||||||||
Corporate/other profit/(loss) (d) | $ | ( | |||||||||||||||
| Interest income/(expense) | ( | ||||||||||||||||
| Depreciation | ( | ||||||||||||||||
| Amortization | ( | ||||||||||||||||
| Contingent consideration and compensation | ( | ||||||||||||||||
Non-service pension cost | ( | ||||||||||||||||
Systems and business enablement | ( | ||||||||||||||||
| Business process transformation expenses | ( | ||||||||||||||||
Acquisition and divestiture related expenses | ( | ||||||||||||||||
| Restructuring program related costs | ( | ||||||||||||||||
| Other | ( | ||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
| Asset information: | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| Capital expenditures | |||||||||||||||||
(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown and amortization expense is excluded from the amounts shown.
(b) Segment cost of revenues consists of costs such as direct labor, materials, subcontract costs and indirect costs related to contract performance, adjusted for non-recurring items.
(c) Segment operating expenses consist primarily of compensation and associated costs for sales and corporate marketing, administrative expenses associated with accounting, finance, legal, information systems, leadership development, and other corporate expenses, adjusted for non-recurring items.
(d) Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.
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| Nine Months Ended September 30, 2024 | |||||||||||||||||
| Safety Services | Specialty Services | Total | |||||||||||||||
| Revenues from external customers | $ | $ | $ | ||||||||||||||
| Intersegment revenues | |||||||||||||||||
| Net revenues | $ | $ | $ | ||||||||||||||
| Reconciliation of revenue: | |||||||||||||||||
| Elimination of intersegment revenues | ( | ||||||||||||||||
| Total consolidated revenues | $ | ||||||||||||||||
Less: (a) | |||||||||||||||||
Segment cost of revenues (b) | |||||||||||||||||
Segment operating expenses (c) | |||||||||||||||||
| Plus: | |||||||||||||||||
| Segment other income/expense | |||||||||||||||||
| Depreciation | |||||||||||||||||
| Segment earnings | $ | $ | $ | ||||||||||||||
| Reconciliation of profit/(loss): | |||||||||||||||||
Corporate/other profit/(loss) (d) | $ | ( | |||||||||||||||
| Interest income/(expense) | ( | ||||||||||||||||
| Depreciation | ( | ||||||||||||||||
| Amortization | ( | ||||||||||||||||
| Contingent consideration and compensation | ( | ||||||||||||||||
Non-service pension cost | ( | ||||||||||||||||
Systems and business enablement | |||||||||||||||||
| Business process transformation expenses | ( | ||||||||||||||||
Acquisition and divestiture related expenses | ( | ||||||||||||||||
| Restructuring program related costs | ( | ||||||||||||||||
| Other | |||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
| Asset information: | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| Capital expenditures | |||||||||||||||||
(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown and amortization expense is excluded from the amounts shown.
(b) Segment cost of revenues consists of costs such as direct labor, materials, subcontract costs and indirect costs related to contract performance, adjusted for non-recurring items.
(c) Segment operating expenses consist primarily of compensation and associated costs for sales and corporate marketing, administrative expenses associated with accounting, finance, legal, information systems, leadership development, and other corporate expenses, adjusted for non-recurring items.
(d) Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). These forward-looking statements are based on beliefs and assumptions as of the date such statements are made and are subject to risks and uncertainties. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including “expect,” “anticipate,” “project,” “will,” “should,” “believe,” “intend,” “plan,” “estimate,” “potential,” “target,” “would,” and similar expressions, although not all forward-looking statements contain these identifying terms.
These forward-looking statements are based on our current expectations and assumptions and on information currently available to management and include, among others, statements regarding, as of the date such statements are made:
•our beliefs and expectations regarding our business strategies and competitive strengths;
•our beliefs regarding procurement challenges and the nature of our contractual arrangements and renewal rates and their impact on our future financial results;
•our beliefs regarding our acquisition platform and ability to execute and successfully integrate strategic acquisitions;
•our beliefs regarding the future demand for our services, the seasonal and cyclical volatility of our business, financial condition, results of operations, and cash flows;
•our beliefs regarding the recurring and repeat nature of our business, customers and revenues, and its impact on our cash flows and organic growth opportunities and our belief that it helps mitigate the impact of economic downturns;
•our intent to continue to grow our business, both organically and through acquisitions, and our beliefs regarding the impact of our business strategies on our growth;
•our beliefs regarding our customer relationships and plans to grow existing business and expand service offerings;
•our beliefs regarding our ability to pass along commodity price increases to our customers;
•our expectations regarding the cost of compliance with laws and regulations;
•our expectations regarding labor matters;
•our beliefs regarding market risk, including our exposure to foreign currency fluctuations, and our ability to mitigate that risk;
•our expectations and beliefs regarding accounting and tax matters;
•our beliefs regarding the effectiveness of the steps taken to remediate previously reported material weaknesses in our internal control over financial reporting;
•our expectations regarding future capital expenditures;
•our expectations regarding future expenses in connection with our multi-year restructuring program, including those related to workforce reductions;
•our expectations regarding future pension contributions; and
•our beliefs regarding the sufficiency of our current sources of liquidity to fund our future liquidity requirements, our expectations regarding the types of future liquidity requirements and our expectations regarding the availability of future sources of liquidity.
These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this quarterly report and in our Annual Report on Form 10-K, filed on February 26, 2025, including those described under “Cautionary Note Regarding Forward Looking Statements” and “Risk Factors” in such Form 10-K, and other filings we make with the SEC. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this quarterly report may not occur, and actual results could differ materially and
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adversely from those anticipated or implied in the forward-looking statements. Important factors that may materially affect the forward-looking statements include the following:
•we operate in international markets, which subjects us to economic, political, and other risks;
•we may not implement our new enterprise resource planning systems successfully, on time and on budget;
•improperly managed projects or project delays may result in additional costs on claims against us;
•we are a decentralized company and place significant decision-making authority with our subsidiaries’ management, supported by certain integrated policies and processes;
•as part of our business strategy, we rely on our ability to successfully acquire other businesses, and integrate acquired businesses into our operations, and our inability to do so could adversely affect our business and results of operations;
•higher interest rates increase the interest costs on our credit facilities and on our other floating rate indebtedness and could impact adversely our ability to refinance existing indebtedness or to sell assets;
•adverse developments in the credit markets could adversely affect funding of significant projects in our industries and our ability to secure financing, take advantage of acquisition opportunities, or achieve our growth objectives;
•a significant portion of our revenue is recognized over time based on estimates of contract revenue, costs, and profitability, and our reliance on such projections carries risk of a reduction or reversal of previously recorded revenue or profits;
•we have a significant amount of goodwill and identifiable intangible assets that are subject to impairment in the future under certain circumstances;
•any shortfalls in our operation and maintenance of effective controls over financial reporting creates certain risks;
•our level of indebtedness, and the associated compliance obligations contained in the financial maintenance covenants in our credit facilities and restrictions on our operations set forth in the Credit Agreement (as later defined), increases the potential negative impact of interest rate increases and creates risks to our cash flow and operating flexibility;
•we are self-insured against many potential liabilities, which makes estimating our future expenses for claims difficult and which increases the financial risks associated with the realization of such potential liabilities;
•we may not accurately estimate the costs associated with services provided under fixed price contracts;
•a portion of our contracts allocate the risks of price increases, or reductions in the supply, of the materials we use in our business to us;
•our contracts portfolio contains many highly-regulated government contracts and guaranties of subsidiary contracts, which present elevated risks in the event of contract breach, as well as elevated risks in the event of changes in spending or budgetary priorities, or delays in contract awards;
•our contracts portfolio is primarily comprised of contracts with durations of less than six months, many of which are subject to reduction or cancellation, which present risks that turn on our ability to maintain a stable pipeline of projects;
•we maintain a workforce based upon current and anticipated workloads. We could incur significant costs and reduced profitability from underutilization of our workforce if we do not receive future contract awards, if contract awards are delayed, or if there is a significant reduction in the level of services we provide. Additionally, shortages of skilled labor could impede our ability to provide timely, cost-effective services to our customers;
•a large portion of our workforce is covered by collective bargaining agreements, works council arrangements and benefit pension plans, which limits our discretion in the management of covered employees, carries a risk of strikes or other concerted activities that may impair our operations, subjects us to potential works council claims and litigation and imposes obligations to fund certain pension plans;
•we are vulnerable to the economic conditions affecting the industries we serve, including the construction and technology industries, the energy sector, and data centers, which present risks of a decline in demand
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for our services or in the financial condition of our customers and their ability and willingness to invest in infrastructure projects;
•a portion of our expected future growth is based on the ability and willingness of public and private entities to invest in infrastructure;
•our business is subject to operational hazards due to the nature of services we provide and the conditions in which we operate, including some factors which may be outside of our control, including electricity, fires, explosions, mechanical failures and weather-related incidents;
•in our business we face regular litigation across a broad range of claims, including health, safety, and environmental regulation proceedings, as well as costs related to damages we may be assessed relating to our contractual obligations, or as a result of product liability claims against our customers;
•certain of the markets we serve are seasonal, and our projects can be negatively impacted by poor or extreme weather;
•we operate as a holding company, and as such rely on our subsidiaries to provide cash for our operations and obligations, including distributions and dividends, if any;
•we have outstanding equity instruments that require us to issue additional shares of common stock in the future and we may issue additional preferred stock or make other changes to our ownership structure to generate additional capital. These activities may dilute your ownership interests and, among other reasons, reduce the value of our common stock;
•as part of our incorporation and bylaws in Delaware, we are subject to certain provisions that limit stockholders' actions;
•we maintain confidential data and information which exposes us to risks associated with cybersecurity incidents and compliance with data privacy and security laws, identity protection and information security;
•we face risks associated with deterioration in our performance of services, increases in healthcare costs, significant employee misconduct, and adverse regulatory changes, all of which may negatively impact our operations and financial results; and
•our success ultimately depends on our ability to compete successfully in the industries and markets we serve which may be jeopardized by the loss of key senior management personnel or a shortage of highly skilled personnel.
The factors identified above are believed to be important factors, but not necessarily all of the important factors, which could cause actual results to differ materially from those expressed in any forward-looking statement made by us. Other factors not discussed herein could also have a material adverse effect on us. You should not rely upon forward-looking statements as predictions of future events. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. These forward-looking statements speak only as of the date of this quarterly report. We assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, except as required by applicable law.
All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in this quarterly report and hereafter in our other SEC filings and public communications. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) section should be read in conjunction with the interim unaudited condensed consolidated financial statements (the "Interim Statements") and related notes included in this quarterly report, and the Company's 2024 audited annual consolidated financial statements, the related notes thereto and under the heading "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and other disclosures contained in our Annual Report on Form 10-K, including financial results for the year ended December 31, 2024. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements. Factors that might cause a difference include, but are not limited to, those discussed under the “Cautionary Note Regarding Forward Looking Statements” section of this quarterly report.
We prepare our financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”). To supplement our financial results presented in accordance with GAAP in this MD&A section, we present EBITDA, which is a non-GAAP financial measure, to assist readers in understanding our performance and provide an additional perspective on trends and underlying operating results on a period-to-period comparable basis. Non-GAAP financial measures either exclude or include amounts not reflected in the most directly comparable measure calculated and presented in accordance with GAAP. Where a non-GAAP financial measure is used, we have provided the most directly comparable measure calculated and presented in accordance with GAAP, a reconciliation to the GAAP measure and a discussion of the reasons why management believes this information is useful to it and may be useful to investors.
Unless the context otherwise requires, all references in this section to “APG,” the “Company”, “we,” “us,” and “our” refer to APi Group Corporation and its subsidiaries.
Overview
We are a global, market-leading business services provider of fire and life safety, security, elevator and escalator, and specialty services with a substantial recurring revenue base and over 500 locations worldwide. We provide statutorily mandated and other contracted services to a strong base of long-standing customers across industries. We have a winning leadership culture driven by entrepreneurial business leaders that deliver innovative solutions to our customers.
We operate our business under three primary operating segments, which aggregate to our two reportable segments:
•Safety Services – A leading provider of safety services in North America, Europe, and Asia-Pacific, focusing on end-to-end integrated occupancy systems (fire protection solutions, entry systems, and elevators and escalators), 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.
•Specialty Services – A leading provider of a variety of infrastructure services and specialized industrial plant services, which include maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer, and telecommunications infrastructure, as well as design, installation, inspection, and service of Heating, Ventilation, and Air Conditioning (“HVAC”) systems. Our services include engineering and design, fabrication, installation, maintenance service and repair, retrofitting and upgrading, pipeline infrastructure, access and road construction, supporting facilities, and performing ongoing integrity management and maintenance to customers within the energy industry. Customers within this segment vary from private and public utilities, communications, healthcare, education, transportation, manufacturing, industrial plants and governmental agencies throughout North America.
In January 2025, due to a change in the way the businesses are managed, we realigned our segments by moving the HVAC business from Safety Services to Specialty Services. As a result, beginning in January 2025, HVAC business leadership responsibility and full accountability was transferred to report through the Specialty Services segment and information for the HVAC business is combined with the Specialty Services segment within the information reviewed by the CODM. As such, we have recast all historical segment information to reflect current period presentation.
We focus on growing our recurring revenues and repeat business from our diversified long-standing customers across a variety of end markets, which we believe provides us with stable cash flows and a platform for organic growth. We believe maintenance and service revenues are generally more predictable through contractual arrangements with typical terms
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ranging from days to three years, with the majority having short durations and are often recurring due to consistent renewal rates and long-standing customer relationships.
For financial information about our segments see Note 17 – “Segment Information” to our condensed consolidated financial statements included herein.
RECENT DEVELOPMENTS AND CERTAIN FACTORS AND TRENDS AFFECTING OUR RESULTS OF OPERATIONS
Acquisitions
For information about our acquisition activity, see Note 3 – "Business Combinations" to our condensed consolidated financial statements included herein.
Stock Split
On June 30, 2025, we executed a three-for-two stock split by issuing a stock dividend of one-half of one share of common stock for each share of common stock.
For additional information about our stock split, see Note 15 – "Shareholders' Equity and Redeemable Convertible Preferred Stock" to our condensed consolidated financial statements included herein.
Restructuring
During 2022, we announced our multi-year Chubb restructuring program designed to drive efficiencies and synergies and optimize operating margin. The Chubb restructuring program included expenses related to workforce reductions, lease termination costs, and other facility rationalization costs. As of June 30, 2025, the Chubb restructuring program has ended and no additional expenses are expected.
During the nine months ended September 30, 2025, we incurred no pre-tax restructuring costs within the Safety Services segment in connection with the Chubb restructuring program.
For additional information about our restructuring activity, see Note 4 – "Restructuring" to our condensed consolidated financial statements included herein.
Economic, Industry and Market Factors
We closely monitor the effects of general changes in economic and market conditions on our customers. General economic and market conditions can positively or negatively affect demand for our customers’ products and services, which can impact their planned capital and maintenance budgets in certain end markets. Market, regulatory, and industry factors could affect demand for our services. Availability of transportation and transmission capacity and fluctuations in market prices for energy and other fuel sources can also affect demand for our services for pipeline and power generation construction services. These fluctuations, as well as the highly competitive nature of our industries, have resulted, and may continue to result, in lower proposals and lower profit on the services we provide. Increased volatility in the global economy, and the recently announced increased tariffs on imported goods by the United States, Canada, and other countries, may also impact the financial results of some of our businesses. These tariffs have a direct impact on the cost of certain materials utilized in the services we provide and will increase the overall cost of projects which could lower project activity and impact the demand for our services. In the face of increased cost pressure on key materials or other market developments, we strive to maintain our profit margins through productivity improvements, cost reduction programs, pricing adjustments, and business streamlining efforts. Increased competition for skilled labor resources and higher labor costs can reduce our profitability and impact our ability to deliver timely service to our customers. We could experience supply chain disruptions, which could negatively impact the source and supply of materials needed to perform our work. In addition, fluctuations in foreign currencies may have an impact on our financial position and results of operations. However, we believe that our exposure to transactional gains or losses resulting from changes in foreign currencies is limited because our foreign operations primarily invoice and collect receivables in their respective local or functional currencies, and the expenses associated with these transactions are generally contracted and paid for in the same local currencies. In cases where operational transactions represent a material currency risk, we generally enter into cross-currency swaps. Refer to Note 8 – "Derivatives" to our condensed consolidated financial statements included in this quarterly report for additional information on our hedging activities. While we actively monitor economic, industry and market factors that could affect our business, we cannot predict the effect that changes in such factors may have on our future consolidated results of operations, liquidity, and cash flows, and we may be unable to fully mitigate, or benefit from, such changes.
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Effect of Seasonality and Cyclical Nature of Business
Our net revenues and results of operations can be subject to variability stemming from seasonal and other variations. Seasonal variations can be influenced by weather conditions impacting customer spending patterns, contract award seasons, and project schedules, as well as the timing of holidays. Consequently, net revenues for our businesses are typically lower during the first and second quarters due to the prevalence of unfavorable weather conditions within our North American companies, which can cause project delays and affect productivity.
Additionally, the industries we serve can be cyclical. Fluctuations in end-user demand, or in the supply of services within those industries, can affect demand for our services. As a result, our business may be adversely affected by industry declines or by delays in new projects. Variations or unanticipated changes in project schedules in connection with large projects can create fluctuations in net revenues.
Recent Accounting Pronouncements
A summary of recent accounting pronouncements is included in Note 2 – “Recent Accounting Pronouncements” to our condensed consolidated financial statements included herein.
DESCRIPTION OF KEY LINE ITEMS
Net revenues
Net revenues are generated from the sale of various types of contracted services, fabrication, and distribution. We derive net revenues primarily from services under contractual arrangements with durations ranging from days to three years, with the majority having durations of less than six months, and which may provide the customer with pricing options that include a combination of fixed, unit, or time and material pricing. Net revenues for fixed price agreements are generally recognized over time using the cost-to-cost method of accounting which measures progress based on the cost incurred to total expected cost in satisfying our performance obligation.
Net revenues from time and material contracts are recognized as the services are provided. Net revenues earned are based on total contract costs incurred plus an agreed upon markup. Net revenues for these cost-plus contracts are recognized over time on an input basis as labor hours are incurred, materials are utilized, and services are performed. Net revenues from wholesale or retail unit sales are recognized at a point-in-time upon shipment.
Cost of revenues
Cost of revenues consists of direct labor, materials, subcontract costs, and indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. Labor costs are considered to be incurred as the work is performed. Subcontractor labor is recognized as the work is performed.
Gross profit
Our gross profit is influenced by direct labor, materials, and subcontract costs. Our profit margins are also influenced by raw material costs, contract mix, weather, and proper coordination with contract providers. Labor-intensive contracts usually drive higher margins than those contracts that include material, subcontract, and equipment costs.
Selling, general, and administrative ("SG&A") expenses
Selling expenses consist primarily of compensation and associated costs for sales and advertising, trade shows, and corporate marketing. General and administrative expenses consist primarily of compensation and associated costs for executive management, personnel, facility leases, impairment, administrative expenses associated with accounting, finance, legal, information systems, leadership development, human resources, and risk management, and overhead associated with these functions. General and administrative expenses also include outside professional fees, and other corporate expenses.
Amortization of intangible assets
Amortization expense reflects the charges incurred to amortize our finite-lived identifiable intangible assets, such as customer relationships, which are amortized over their estimated useful lives. There is a portion of amortization expense related to the backlog intangible assets reflected in cost of revenues in the condensed consolidated statements of operations.
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Investment (income) expense and other, net
Investment (income) expense and other, net includes (income) expense from foreign currency forward contracts, cross-currency swaps, joint ventures, non-service pension cost, and other miscellaneous items. Non-service pension cost reflects the sum of the components of pension expense not related to service expense, i.e. interest expense, expected return on assets, and amortizations of prior service expenses and actuarial gains and losses.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
For information regarding our Critical Accounting Policies, see the “Critical Accounting Policies” section of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
RESULTS OF OPERATIONS
The following is a discussion of our financial condition and results of operations during the three and nine months ended September 30, 2025 and the three and nine months ended September 30, 2024. During 2025, the Company moved the HVAC business from the Safety Services segment to the Specialty Services segment, and prior period amounts in this discussion have been recast to reflect the current period presentation.
Three months ended September 30, 2025 compared to the three months ended September 30, 2024
| Three Months Ended September 30, | Change | |||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
| Net revenues | $ | 2,085 | $ | 1,826 | $ | 259 | 14.2 | % | ||||||||||||||||||
| Cost of revenues | 1,433 | 1,259 | 174 | 13.8 | % | |||||||||||||||||||||
| Gross profit | 652 | 567 | 85 | 15.0 | % | |||||||||||||||||||||
| Selling, general, and administrative expenses | 489 | 425 | 64 | 15.1 | % | |||||||||||||||||||||
| Operating income | 163 | 142 | 21 | 14.8 | % | |||||||||||||||||||||
| Interest expense, net | 34 | 41 | (7) | (17.1) | % | |||||||||||||||||||||
| Investment (income) expense and other, net | (1) | 1 | (2) | (200.0) | % | |||||||||||||||||||||
| Other expense, net | 33 | 42 | (9) | (21.4) | % | |||||||||||||||||||||
| Income before income taxes | 130 | 100 | 30 | 30.0 | % | |||||||||||||||||||||
| Income tax provision | 37 | 31 | 6 | 19.4 | % | |||||||||||||||||||||
| Net income | $ | 93 | $ | 69 | $ | 24 | ||||||||||||||||||||
Net revenues
Net revenues for the three months ended September 30, 2025 were $2,085 million compared to $1,826 million for the same period in 2024, an increase of $259 million or 14.2%. The increase in net revenues was driven by growth in inspection, service, and monitoring revenues, strong growth in project revenues, acquisitions, and pricing improvements.
Gross profit
The following table presents our gross profit (net revenues less cost of revenues) and gross margin (gross profit as a percentage of net revenues) for the three months ended September 30, 2025 and 2024, respectively:
| Three Months Ended September 30, | Change | |||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
| Gross profit | $ | 652 | $ | 567 | $ | 85 | 15.0 | % | ||||||||||||||||||
| Gross margin | 31.3 | % | 31.1 | % | ||||||||||||||||||||||
Our gross profit for the three months ended September 30, 2025 was $652 million compared to $567 million for the same period in 2024, an increase of $85 million or 15.0%. Gross margin for the three months ended September 30, 2025 was 31.3%, an increase of 20 basis points compared to the prior year period. The increase was primarily driven by disciplined customer and project selection and pricing improvements, partially offset by mix.
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Operating expenses
The following table presents operating expenses for the three months ended September 30, 2025 and 2024, respectively:
| Three Months Ended September 30, | Change | |||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
| Selling, general, and administrative expenses | $ | 489 | $ | 425 | $ | 64 | 15.1 | % | ||||||||||||||||||
| SG&A expenses as a % of net revenues | 23.5 | % | 23.3 | % | ||||||||||||||||||||||
| SG&A expenses (excluding amortization) (non-GAAP) | $ | 433 | $ | 368 | $ | 65 | 17.7 | % | ||||||||||||||||||
| SG&A expenses (excluding amortization) as a % of net revenues (non-GAAP) | 20.8 | % | 20.2 | % | ||||||||||||||||||||||
Selling, general, and administrative expenses
Our SG&A expenses for the three months ended September 30, 2025 were $489 million compared to $425 million for the same period in 2024, an increase of $64 million. SG&A expenses as a percentage of net revenues was 23.5% during the three months ended September 30, 2025 compared to 23.3% for the same period in 2024. The increase in SG&A expenses was primarily driven by non-recurring systems and business enablement expenses, investments to support growth, and SG&A expenses from acquisitions completed during the last year. Our SG&A expenses excluding amortization for the three months ended September 30, 2025 were $433 million, or 20.8% of net revenues, compared to $368 million, or 20.2% of net revenues, for the same period of 2024. The increase in SG&A expenses excluding amortization as a percentage of net revenues is primarily due to the factors discussed above. See the discussion and reconciliation of our non-GAAP financial measures below.
Interest expense, net
Interest expense was $34 million and $41 million for the three months ended September 30, 2025 and 2024, respectively. The decrease in interest expense was primarily due to a decrease in floating rates, partially offset by the discontinuation of benefits from certain derivatives.
Investment (income) expense and other, net
Investment (income) expense and other, net was $(1) million for the three months ended September 30, 2025 compared to $1 million of expense for the same period of 2024. The change in investment (income) expense and other, net was primarily due to a gain associated with the impact of foreign currency exchange rates in the current year compared to a loss in the prior year.
Income tax provision
The effective tax rate for the three months ended September 30, 2025 was 28.2% compared to 30.9% in the same period of 2024. The difference in the effective tax rate was driven by discrete and nondeductible permanent items. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0% is due to nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, state taxes, and discrete items.
The Organization for Economic Co-operation and Development ("OECD") has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as "Pillar 2"), with certain aspects of Pillar 2 effective January 1, 2024 and other aspects effective January 1, 2025. While it is uncertain whether the U.S. will enact legislation to adopt Pillar 2, certain countries in which we operate have adopted the legislation, and other countries are in the process of introducing legislation to implement Pillar 2. The Company continues to evaluate and monitor but does not expect for Pillar 2 to have a material impact on the effective tax rate or the consolidated financial statements.
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Net income and adjusted EBITDA
The following table presents net income and adjusted EBITDA for the three months ended September 30, 2025 and 2024, respectively:
| Three Months Ended September 30, | Change | |||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
| Net income | $ | 93 | $ | 69 | $ | 24 | 34.8 | % | ||||||||||||||||||
| Adjusted EBITDA (non-GAAP) | 281 | 245 | 36 | 14.7 | % | |||||||||||||||||||||
| Net income as a % of net revenues | 4.5 | % | 3.8 | % | ||||||||||||||||||||||
| Adjusted EBITDA as a % of net revenues | 13.5 | % | 13.4 | % | ||||||||||||||||||||||
Our net income for the three months ended September 30, 2025 was $93 million compared to $69 million for the same period in 2024, an increase of $24 million. The increase is attributable to strong revenue growth and gross margin expansion previously referenced, partially offset by the increase in SG&A expenses discussed above. Net income as a percentage of net revenues for the three months ended September 30, 2025 and 2024 was 4.5% and 3.8%, respectively. Adjusted EBITDA for the three months ended September 30, 2025 was $281 million compared to $245 million for the same period in 2024, an increase of $36 million. The growth in adjusted EBITDA was driven by the same factors that explained the increase in net income.
Segment Results for the three months ended September 30, 2025 compared to the three months ended September 30, 2024
| Net Revenues | ||||||||||||||||||||||||||
| Three Months Ended September 30, | Change | |||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
| Safety Services | $ | 1,403 | $ | 1,216 | $ | 187 | 15.4 | % | ||||||||||||||||||
| Specialty Services | 683 | 612 | 71 | 11.6 | % | |||||||||||||||||||||
| Corporate and Eliminations | (1) | (2) | NM | NM | ||||||||||||||||||||||
| $ | 2,085 | $ | 1,826 | $ | 259 | 14.2 | % | |||||||||||||||||||
| Segment Earnings | ||||||||||||||||||||||||||
| Three Months Ended September 30, | Change | |||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
| Safety Services | $ | 236 | $ | 199 | $ | 37 | 18.6 | % | ||||||||||||||||||
| Safety Services segment earnings as a % of net revenues | 16.8 | % | 16.4 | % | ||||||||||||||||||||||
| Specialty Services | $ | 81 | $ | 78 | $ | 3 | 3.8 | % | ||||||||||||||||||
| Specialty Services segment earnings as a % of net revenues | 11.9 | % | 12.7 | % | ||||||||||||||||||||||
| Corporate and Eliminations | $ | (36) | $ | (32) | NM | NM | ||||||||||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 281 | $ | 245 | $ | 36 | 14.7 | % | ||||||||||||||||||
NM = Not meaningful
The following discussion breaks down the net revenues and segment earnings by operating segment for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
Safety Services
Safety Services net revenues for the three months ended September 30, 2025 increased by $187 million or 15.4% compared to the same period in 2024. The increase was driven by growth in inspection, service, and monitoring revenues, strong growth in project revenues, acquisitions, and pricing improvements.
Safety Services segment earnings as a percentage of net revenues for the three months ended September 30, 2025 and 2024 was approximately 16.8% and 16.4%, respectively. The increase was primarily due to disciplined customer and
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project selection as well as pricing improvements leading to margin expansion in inspection, service, and monitoring revenues and project revenues, partially offset by investments to support growth.
Specialty Services
Specialty Services net revenues for the three months ended September 30, 2025 increased by $71 or 11.6% compared to the same period in 2024. The increase was driven by strong growth in project revenues.
Specialty Services segment earnings as a percentage of net revenues for the three months ended September 30, 2025 and 2024 was approximately 11.9% and 12.7%, respectively. The decrease was primarily due to increased project starts, mix, and increased material costs.
Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
| Nine Months Ended September 30, | Change | |||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
| Net revenues | $ | 5,794 | $ | 5,157 | $ | 637 | 12.4 | % | ||||||||||||||||||
| Cost of revenues | 3,985 | 3,554 | 431 | 12.1 | % | |||||||||||||||||||||
| Gross profit | 1,809 | 1,603 | 206 | 12.9 | % | |||||||||||||||||||||
| Selling, general, and administrative expenses | 1,419 | 1,235 | 184 | 14.9 | % | |||||||||||||||||||||
| Operating income | 390 | 368 | 22 | 6.0 | % | |||||||||||||||||||||
| Interest expense, net | 109 | 110 | (1) | (0.9) | % | |||||||||||||||||||||
| Investment (income) expense and other, net | (3) | 6 | 9 | (150.0) | % | |||||||||||||||||||||
| Other expense, net | 106 | 116 | (10) | (8.6) | % | |||||||||||||||||||||
| Income before income taxes | 284 | 252 | 32 | 12.7 | % | |||||||||||||||||||||
| Income tax provision | 79 | 69 | 10 | 14.5 | % | |||||||||||||||||||||
| Net income | $ | 205 | $ | 183 | $ | 22 | ||||||||||||||||||||
Net revenues
Net revenues for the nine months ended September 30, 2025 were $5,794 million compared to $5,157 million for the same period in 2024, an increase of $637 million or 12.4%. The increase in net revenues was driven by growth in inspection, service, and monitoring revenues, strong growth in project revenues, acquisitions, and pricing improvements.
Gross profit
The following table presents our gross profit (net revenues less cost of revenues) and gross margin (gross profit as a percentage of net revenues) for the nine months ended September 30, 2025 and 2024, respectively:
| Nine Months Ended September 30, | Change | |||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
| Gross profit | $ | 1,809 | $ | 1,603 | $ | 206 | 12.9 | % | ||||||||||||||||||
| Gross margin | 31.2 | % | 31.1 | % | ||||||||||||||||||||||
Our gross profit for the nine months ended September 30, 2025 was $1,809 million compared to $1,603 million for the same period in 2024, an increase of $206 million or 12.9%. Gross margin for the nine months ended September 30, 2025 was 31.2%, an increase of 10 basis points compared to the prior year period. The increase was primarily driven by disciplined customer and project selection and pricing improvements, partially offset by mix.
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Operating expenses
The following table presents operating expenses for the nine months ended September 30, 2025 and 2024, respectively:
| Nine Months Ended September 30, | Change | |||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
| Selling, general, and administrative expenses | $ | 1,419 | $ | 1,235 | $ | 184 | 14.9 | % | ||||||||||||||||||
| SG&A expense as a % of net revenues | 24.5 | % | 23.9 | % | ||||||||||||||||||||||
| SG&A expenses (excluding amortization) (non-GAAP) | $ | 1,251 | $ | 1,076 | $ | 175 | 16.3 | % | ||||||||||||||||||
| SG&A expenses (excluding amortization) as a % of net revenues (non-GAAP) | 21.6 | % | 20.9 | % | ||||||||||||||||||||||
Selling, general, and administrative expenses
Our SG&A expenses for the nine months ended September 30, 2025 were $1,419 million compared to $1,235 million for the same period in 2024, an increase of $184 million. SG&A expenses as a percentage of net revenues was 24.5% during the nine months ended September 30, 2025 compared to 23.9% for the same period in 2024. The increase in SG&A expenses was primarily driven by non-recurring systems and business enablement expenses, investments to support growth, and SG&A expenses from acquisitions completed during the last year. Our SG&A expenses excluding amortization for the nine months ended September 30, 2025 were $1,251 million, or 21.6% of net revenues, compared to $1,076 million, or 20.9% of net revenues, for the same period of 2024. The increase in SG&A expenses excluding amortization as a percentage of net revenues is primarily due to the factors discussed above. See the discussion and reconciliation of our non-GAAP financial measures below.
Interest expense, net
Interest expense was $109 million and $110 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease in interest expense was primarily due to a decrease in floating rates, partially offset by discontinuation of benefits from certain derivatives.
Investment (income) expense and other, net
Investment (income) expense and other, net was $(3) million for the nine months ended September 30, 2025 compared to $6 million of expense for the same period of 2024. The change in investment (income) expense and other, net was primarily due to a gain associated with the impact of foreign currency exchange rates in the current year compared to a loss in the prior year.
Income tax provision
The effective tax rate for the nine months ended September 30, 2025 was 27.6% compared to 27.2% in the same period of 2024. The difference in the effective tax rate was driven by discrete and nondeductible permanent items. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0% is due to nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, state taxes, and discrete items.
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Net income and adjusted EBITDA
The following table presents net income and adjusted EBITDA for the nine months ended September 30, 2025 and 2024, respectively:
| Nine Months Ended September 30, | Change | |||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
| Net income | $ | 205 | $ | 183 | $ | 22 | 12.0 | % | ||||||||||||||||||
| Adjusted EBITDA (non-GAAP) | 746 | 651 | 95 | 14.6 | % | |||||||||||||||||||||
| Net income as a % of net revenues | 3.5 | % | 3.5 | % | ||||||||||||||||||||||
| Adjusted EBITDA as a % of net revenues | 12.9 | % | 12.6 | % | ||||||||||||||||||||||
Our net income for the nine months ended September 30, 2025 was $205 million compared to $183 million for the same period in 2024, a increase of $22 million. The increase is attributable to strong revenue growth and gross margin expansion previously referenced, partially offset by the increase in SG&A expenses discussed above. Net income as a percentage of net revenues for the nine months ended September 30, 2025 and 2024 was 3.5% and 3.5%, respectively. Adjusted EBITDA for the nine months ended September 30, 2025 was $746 million compared to $651 million for the same period in 2024, an increase of $95 million. The growth in adjusted EBITDA was driven by the same factors that explained the increase in net income. See the discussion and reconciliation of our non-GAAP financial measures below.
Segment Results for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
| Net Revenues | ||||||||||||||||||||||||||
| Nine Months Ended September 30, | Change | |||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
| Safety Services | $ | 4,032 | $ | 3,509 | $ | 523 | 14.9 | % | ||||||||||||||||||
| Specialty Services | 1,765 | 1,653 | 112 | 6.8 | % | |||||||||||||||||||||
| Corporate and Eliminations | (3) | (5) | NM | NM | ||||||||||||||||||||||
| $ | 5,794 | $ | 5,157 | $ | 637 | 12.4 | % | |||||||||||||||||||
| Segment Earnings | ||||||||||||||||||||||||||
| Nine Months Ended September 30, | Change | |||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
| Safety Services | $ | 667 | $ | 554 | $ | 113 | 20.4 | % | ||||||||||||||||||
| Safety Services segment earnings as a % of net revenues | 16.5 | % | 15.8 | % | ||||||||||||||||||||||
| Specialty Services | $ | 181 | $ | 194 | $ | (13) | (6.7 | %) | ||||||||||||||||||
| Specialty Services segment earnings as a % of net revenues | 10.3 | % | 11.7 | % | ||||||||||||||||||||||
| Corporate and Eliminations | $ | (102) | $ | (97) | NM | NM | ||||||||||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 746 | $ | 651 | $ | 95 | 14.6 | % | ||||||||||||||||||
NM = Not meaningful
The following discussion breaks down the net revenues and segment earnings by operating segment for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Safety Services
Safety Services net revenues for the nine months ended September 30, 2025 increased by $523 million or 14.9% compared to the same period in 2024. The increase was driven by growth in inspection, service, and monitoring revenues, strong growth in project revenues, acquisitions, and pricing improvements.
Safety Services segment earnings as a percentage of net revenues for the nine months ended September 30, 2025 and 2024 was approximately 16.5% and 15.8%, respectively. The increase was primarily due to disciplined customer and project
48
selection as well as pricing improvements leading to margin expansion in inspection, service, and monitoring revenues and project revenues, partially offset by investments to support growth.
Specialty Services
Specialty Services net revenues for the nine months ended September 30, 2025 increased by $112 or 6.8% compared to the same period in 2024. The increase was driven by strong growth in project revenues.
Specialty Services segment earnings as a percentage of net revenues for the nine months ended September 30, 2025 and 2024 was approximately 10.3% and 11.7%, respectively. The decrease was primarily due to increased project starts, mix, and increased material costs.
Non-GAAP Financial Measures
We supplement our reporting of consolidated financial information determined in accordance with GAAP with SG&A expenses (excluding amortization) and adjusted EBITDA (defined below), which are non-GAAP financial measures. We use these non-GAAP financial measures to evaluate our performance, both internally and as compared with our peers because they exclude certain items that may not be indicative of our core operating results. Management believes these measures are useful to investors since they (a) permit investors to view our performance using the same tools that management uses to evaluate our past performance and prospects for future performance, (b) permit investors to compare us with our peers, (c) in the case of adjusted EBITDA, determine certain elements of management’s incentive compensation, and (d) provide consistent period-to-period comparisons of the results.
These non-GAAP financial measures, however, have limitations as analytical tools and should not be considered in isolation from, a substitute for, or superior to, the related financial information we report in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses required by GAAP to be recorded in our financial statements and may not be comparable to similarly titled measures of other companies due to potential differences in calculation methods. In addition, these measures are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded or included in determining these non-GAAP financial measures. Investors are encouraged to review the following reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measures and not to rely on any single financial measure to evaluate our business.
SG&A expenses (excluding amortization)
SG&A expenses (excluding amortization) is a measure of operating costs used by management to manage the business. We believe this non-GAAP measure provides meaningful information and helps investors understand our core selling, general, and administrative expenses excluding acquisition-related amortization expense charges to better enable investors to understand our financial results and assess our prospects for future performance.
The following tables present reconciliations of SG&A expenses to SG&A expenses (excluding amortization) for the periods indicated:
| Three Months Ended September 30, | ||||||||||||||
| ($ in millions) | 2025 | 2024 | ||||||||||||
| Reported SG&A expenses | $ | 489 | $ | 425 | ||||||||||
| Adjustments to reconcile to SG&A expenses to SG&A expenses (excluding amortization) | ||||||||||||||
| Amortization expense | (56) | (57) | ||||||||||||
| SG&A expenses (excluding amortization) | $ | 433 | $ | 368 | ||||||||||
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| Nine Months Ended September 30, | ||||||||||||||
| ($ in millions) | 2025 | 2024 | ||||||||||||
| Reported SG&A expenses | $ | 1,419 | $ | 1,235 | ||||||||||
| Adjustments to reconcile to SG&A expenses to SG&A expenses (excluding amortization) | ||||||||||||||
| Amortization expense | (168) | (159) | ||||||||||||
| SG&A expenses (excluding amortization) | $ | 1,251 | $ | 1,076 | ||||||||||
Adjusted EBITDA
Adjusted earnings before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) is the measure of profitability used by management to manage the business. Adjustments include expenses that are non-recurring in nature and that may not be indicative of the Company’s core operating results, including systems and business enablement expenses, business process transformation expenses, the impact and results of businesses classified as assets held-for-sale and divested, and one-time and other infrequent events such as impairment charges, restructuring costs, transaction and other costs related to acquisitions and divestitures, non-service pension cost, and miscellaneous capital market activities. We supplement the reporting of our consolidated financial information with adjusted EBITDA. We believe this non-GAAP measure provides meaningful information and helps investors understand our financial results and assess our prospects for future performance.
The following table presents a reconciliation of net income to adjusted EBITDA for the periods indicated:
| Three Months Ended September 30, | ||||||||||||||
| ($ in millions) | 2025 | 2024 | ||||||||||||
Reported net income | $ | 93 | $ | 69 | ||||||||||
| Adjustments to reconcile net income to adjusted EBITDA: | ||||||||||||||
| Interest expense, net | 34 | 41 | ||||||||||||
| Income tax provision | 37 | 31 | ||||||||||||
| Depreciation | 21 | 21 | ||||||||||||
| Amortization | 60 | 56 | ||||||||||||
| Contingent consideration and compensation | 1 | 1 | ||||||||||||
| Non-service pension cost | 5 | 7 | ||||||||||||
| Systems and business enablement | 31 | — | ||||||||||||
| Business process transformation expenses | — | 13 | ||||||||||||
| Acquisition and divestiture related expenses | (2) | 2 | ||||||||||||
| Restructuring program related costs | — | 4 | ||||||||||||
| Other | 1 | — | ||||||||||||
| Adjusted EBITDA | $ | 281 | $ | 245 | ||||||||||
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| Nine Months Ended September 30, | ||||||||||||||
| ($ in millions) | 2025 | 2024 | ||||||||||||
Reported net income | $ | 205 | $ | 183 | ||||||||||
| Adjustments to reconcile net income to adjusted EBITDA: | ||||||||||||||
| Interest expense, net | 109 | 110 | ||||||||||||
| Income tax provision | 79 | 69 | ||||||||||||
| Depreciation | 63 | 60 | ||||||||||||
| Amortization | 179 | 161 | ||||||||||||
| Contingent consideration and compensation | 2 | 5 | ||||||||||||
| Non-service pension cost | 14 | 17 | ||||||||||||
| Systems and business enablement | 61 | — | ||||||||||||
| Business process transformation expenses | 4 | 26 | ||||||||||||
| Acquisition and divestiture related expenses | 12 | 11 | ||||||||||||
| Restructuring program related costs | 14 | 17 | ||||||||||||
| Other | 4 | (8) | ||||||||||||
| Adjusted EBITDA | $ | 746 | $ | 651 | ||||||||||
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our primary sources of liquidity are cash flows from the operating activities of our consolidated subsidiaries, available cash and cash equivalents, our access to our $750 million five-year senior secured revolving credit facility (the "Revolving Credit Facility") and the proceeds from debt and equity offerings. We believe these sources will be sufficient to fund our liquidity requirements for at least the next twelve months. Although we believe we have sufficient resources to fund our future cash requirements, there are many factors with the potential to influence our cash flow position including weather, seasonality, commodity prices, market conditions, and inflation, over which we have no control.
As of September 30, 2025, we had $1,299 million of total liquidity, comprising $555 million in cash and cash equivalents and $744 million ($750 million less outstanding letters of credit of approximately $6 million, which reduce availability) of available borrowings under our Revolving Credit Facility.
During 2024, we completed the Fifth Amendment to our credit agreement, upsizing our 2021 Term Loan by $300 million. The loan proceeds were directed as consideration for a portion of the purchase price for the Series B Preferred Stock Conversion. We also completed the Sixth Amendment to our credit agreement, refinancing the 2021 Term Loan by increasing its principal amount and lowering the interest margin by 50 basis points. The amendment also removed the credit spread adjustment. In connection with this transaction, we added approximately $550 million of incremental principal on our 2021 Term Loan. The proceeds were used to fully repay the remaining $330 million balance of the 2019 Term Loan, to pay down $100 million outstanding under the Revolving Credit Facility, and for general corporate purposes, including partial funding of the Elevated acquisition. Additionally, we made a repayment of $100 million on the 2021 Term Loan.
During 2024, we issued 18,975,000 shares of Company common stock in a public underwritten offering. The proceeds from this offering totaled approximately $458 million, net of related expenses. We used the net proceeds from this offering for general corporate purposes, including acquisitions and other business opportunities, capital expenditures and working capital.
During the first quarter of 2025, we completed the Seventh Amendment to our credit agreement, repricing the 2021 Term Loan. The repricing reduced the applicable margin on the 2021 Term Loan by 25 basis points.
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During the second quarter of 2025, we completed the Eighth Amendment to our credit agreement, which increased the Revolving Credit Facility from $500 million to $750 million, extended the facility's maturity to five years from the date of the Eighth Amendment, reduced the applicable margin by 75 basis points, and eliminated the credit spread adjustment.
Our principal liquidity requirements have been, and we expect will continue to be, for working capital and general corporate purposes, including capital expenditures and debt service, identifying, executing, and integrating strategic acquisitions and business transformation transactions or initiatives, as well as any accrued consideration and compensation due to selling shareholders, including tax payments in connection therewith.
In April 2025, our Board of Directors authorized a new share repurchase program to purchase up to $1,000 million of shares of our common stock. The timing, amount and manner of any repurchases under the new repurchase program will be determined at the discretion of our leadership based on a number of factors, including the availability of capital, capital allocation alternatives, and market conditions for our common stock. The share repurchase program is open-ended and does not require us to acquire any specific number of shares. It may be modified, suspended, extended, or terminated by us at any time without prior notice and may be executed through open-market purchases, privately negotiated transactions or otherwise, and we may enter into Rule 10b5-1 trading plans in connection with such repurchases. This new authorization replaces our previous share repurchase authorization announced in 2024. During 2024, we repurchased 24,390,240 shares of common stock for approximately $600 million. During the nine months ended September 30, 2025, we repurchased 3,095,573 shares of common stock for approximately $75 million. As of September 30, 2025, we had approximately $1,000 million of authorized repurchases remaining under the SRP.
Cash Flows
The following table summarizes net cash flows with respect to our operating, investing, and financing activities for the periods indicated:
| Nine Months Ended September 30, | ||||||||||||||
| ($ in millions) | 2025 | 2024 | ||||||||||||
| Net cash provided by operating activities | $ | 377 | $ | 337 | ||||||||||
| Net cash used in investing activities | (231) | (680) | ||||||||||||
| Net cash (used in) provided by financing activities | (116) | 348 | ||||||||||||
| Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash | 25 | 4 | ||||||||||||
| Net increase in cash, cash equivalents, and restricted cash | $ | 55 | $ | 9 | ||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 556 | $ | 489 | ||||||||||
Net Cash Provided by Operating Activities
Net cash provided by operating activities was $377 million for the nine months ended September 30, 2025 compared to $337 million for the same period in 2024. The increase in cash provided by operating activities is primarily due to an increase in net income and improvements in working capital efficiencies associated with the various services we provided in the nine months ended September 30, 2025 compared to the same period of the prior year. Cash flow from operations is primarily driven by changes in the quantity of services provided and working capital needs associated with the various services we provide. Working capital is primarily affected by changes in total accounts receivable, accounts payable, accrued expenses, and contract assets and contract liabilities, all of which tend to be related and are affected by changes in the timing and volume of work performed.
Net Cash Used in Investing Activities
Net cash used in investing activities was $231 million for the nine months ended September 30, 2025 compared to $680 million for the same period in 2024. This decrease is primarily driven by decreased acquisition consideration in the current year. We had cash used in acquisitions, net of cash acquired, of $174 million and $647 million in the nine months ended September 30, 2025 and 2024, respectively.
Net Cash (Used in) Provided by Financing Activities
Net cash used in financing activities was $116 million for the nine months ended September 30, 2025 compared to $348 million of cash provided by financing activities for the same period in 2024. The cash used in financing activities for the
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nine months ended September 30, 2025 was driven by $75 million of share repurchases, $20 million of restricted shares tendered for taxes, and $16 million of payments of acquisition-related consideration, while in the nine months ended September 30, 2024, cash provided by financing activities was driven by $850 million of proceeds from the repricing transactions of the 2021 Term Loan, and $458 million of proceeds from the issuance of common shares, partially offset by $334 million of payments on long-term borrowings and $600 million of payments for conversion of the Series B Preferred Stock.
Financing Activities
Credit Agreement
We have entered into a Credit Agreement by and among APi Group DE, Inc., our wholly-owned subsidiary, as borrower ("APi Group DE"), APG as a guarantor, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto, and Citibank N.A., as administrative agent and as collateral agent (the “Credit Agreement”) which provides for: (1) a term loan facility, pursuant to which we incurred the $1,200 million term loan ("2019 Term Loan") used to fund a part of the cash portion of the purchase price in the APi Acquisition, and a $1,100 million seven-year incremental term loan ("2021 Term Loan") used to fund a portion of the purchase price in the Chubb acquisition, and (2) a $750 million Revolving Credit Facility (increased from $500 million in 2025) of which up to $250 million can be used for the issuance of letters of credit.
During the second quarter of 2025, we completed the Eighth Amendment to our credit agreement, which increased the Revolving Credit Facility from $500 million to $750 million, extended the facility's maturity to five years from the date of the Eighth Amendment, reduced the applicable margin by 75 basis points, and eliminated the credit spread adjustment.
During the first quarter of 2025, we completed the Seventh Amendment to our credit agreement, repricing the 2021 Term Loan. The repricing reduced the applicable margin on the 2021 Term Loan by 25 basis points.
During 2024, we completed the Fifth Amendment to our credit agreement, upsizing our 2021 Term Loan by $300 million. The loan proceeds were directed as consideration for a portion of the purchase price for the Series B Preferred Stock Conversion. We also completed the Sixth Amendment to our credit agreement, refinancing the 2021 Term Loan by increasing its principal amount and lowering the interest margin by 50 basis points. The amendment also removed the credit spread adjustment. In connection with this transaction, we added approximately $550 million of incremental principal on our 2021 Term Loan. The proceeds were used to fully repay the remaining $330 million balance of the 2019 Term Loan, to pay down $100 million outstanding under the Revolving Credit Facility, and for general corporate purposes, including partial funding of the Elevated acquisition. Additionally, we made a repayment of $100 million on the 2021 Term Loan.
The amended interest rate applicable to the 2021 Term Loan is, at our option, either (a) a base rate plus an applicable margin equal to 0.75% or (b) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.75%. The 2021 Term Loan matures on January 3, 2029. Based on the early prepayments we have made, we do not owe any quarterly principal amounts for the remainder of the 2021 Term Loan.
The interest rate applicable to borrowings under the Revolving Credit Facility is, at our option, either (a) a base rate plus an applicable margin equal to 0.50% or (2) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.50%.
The Credit Agreement contains customary representations and warranties, and affirmative and negative covenants, including covenants that, among other things, restrict our, and our restricted subsidiaries’, ability to (i) incur additional indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem capital stock; (iii) prepay, redeem or repurchase certain debt; (iv) make loans and investments; (v) sell, transfer and otherwise dispose of assets; (vi) incur or permit to exist certain liens; (vii) enter into transactions with affiliates; (viii) enter into agreements restricting subsidiaries’ ability to pay dividends; and (ix) consolidate, amalgamate, merge or sell all or substantially all assets. The Credit Agreement also contains customary events of default. Furthermore, with respect to the revolving credit facility, we must maintain a first lien net leverage ratio that does not exceed (i) 4.00 to 1.00 for each fiscal quarter ending in 2021, and (ii) 3.75 to 1.00 for each fiscal quarter ending thereafter, if on the last day of any fiscal quarter the outstanding amount of all revolving loans and letter of credit obligations (excluding undrawn letters of credit up to $40 million) under the Credit Agreement is greater than 30% of the total revolving credit commitments thereunder subject to a right of cure. Our first lien net leverage ratio as of September 30, 2025 was 1.4:1.0.
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As of September 30, 2025, the 2021 Term Loan has $2,157 million remaining principal amount outstanding. We had no amounts outstanding under the Revolving Credit Facility, under which $744 million was available after giving effect to $6 million of outstanding letters of credit, which reduces availability.
Senior Notes
On June 22, 2021, APi Group DE completed a private offering of $350 million aggregate principal amount of 4.125% Senior Notes due 2029 (the “4.125% Senior Notes”), issued under an indenture, dated June 22, 2021. The 4.125% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by us and certain of our subsidiaries. The 4.125% Senior Notes will mature on July 15, 2029, unless redeemed earlier, and bear interest at a rate of 4.125% per year until maturity, payable semi-annually in arrears. We used the net proceeds from the sale of the 4.125% Senior Notes to repay a previously outstanding term loan, prepay a portion of the 2019 Term Loan and for general corporate purposes. As of September 30, 2025, we had $337 million aggregate principal amount of 4.125% Senior Notes outstanding.
On October 21, 2021, a wholly-owned subsidiary of the Company completed a private offering of $300 million aggregate principal amount of 4.750% Senior Notes due 2029 (the “4.750% Senior Notes”) issued under an indenture dated October 21, 2021, as supplemented by a supplemental indenture dated January 3, 2022. The 4.750% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by us and certain of our subsidiaries. The 4.750% Senior Notes will mature on October 15, 2029, unless earlier redeemed, and bear interest at a rate of 4.750% per year until maturity, payable semi-annually in arrears. We used the net proceeds from the sale of the 4.750% Senior Notes to finance a portion of the consideration for the Chubb acquisition. As of September 30, 2025, we had $277 million aggregate principal amount of 4.750% Senior Notes outstanding.
Debt Covenants
We were in compliance with all covenants contained in the indentures governing the 4.125% Senior Notes and 4.750% Senior Notes and Credit Agreement as of September 30, 2025 and December 31, 2024.
Issuance and Conversion of Series B Preferred Stock
During 2022, we issued and sold 800,000 shares of our 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 million, pursuant to securities purchase agreements entered into on July 26, 2021 with certain investors. The net proceeds from the Series B Preferred Stock issuance were used to fund a portion of the consideration for the Chubb acquisition.
During 2024, we 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 49,205,279 shares of common stock (inclusive of approximately 424,794 shares attributable to accrued and unpaid dividends thereon (the "Conversion Shares") and (ii) upon issuance of the Conversion Shares, we 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 million.
The repurchase price was financed by (i) an incremental term facility of $300 million and (ii) cash and available credit from the balance sheet.
Material Cash Requirements from Known Contractual and Other Obligations
Our material cash requirements from known contractual and other obligations primarily relate to the following, for which information on both a short-term and long-term basis is provided in the indicated notes to the Interim Statements and expected to be satisfied using cash generated from operations:
•Debt – See Note 10 – "Debt" for future principal payments and interest rates on our debt instruments.
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•Tax Obligations – See Note 11 – "Income Taxes."
•Pension obligations – See Note 12 – "Employee Benefit Plans."
•Operating and Finance Leases – See Note 12 – "Leases" in the Annual Report on Form 10-K filed on February 26, 2025. We have not had material changes to our lease obligations during the nine months ended September 30, 2025.
We make investments in our properties and equipment to enable continued expansion and effective performance of our business. Our capital expenditures are typically less than 1.5% of annual net revenues.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
As of September 30, 2025, our outstanding variable interest rate debt was primarily related to our $2,157 million 2021 Term Loan. To mitigate increases in variable interest rates, we have a $720 million interest rate swap, exchanging one-month SOFR for a rate of 3.59% per annum, maturing October 2026, and a $400 million interest rate swap exchanging one-month SOFR for a rate of 3.41% per annum, maturing January 2028. During 2024, we entered into a $720 million notional amount forward starting interest rate swap commencing in October 2026 and maturing in January 2029 that exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.13% over the term of the agreement. The remaining floating rate portfolio bears interest based on one-month SOFR plus 175 basis points. As of September 30, 2025, excluding letters of credit outstanding of $6 million, we had no amounts of outstanding revolving loans under our Credit Agreement.
Foreign Currency Risk
We have operations in over 20 countries globally. Revenues generated from foreign operations represented approximately 35% of our consolidated net revenues for the three and nine months ended September 30, 2025. Net revenues and expenses related to our foreign operations are, for the most part, denominated in the functional currency of the foreign operation, which minimizes the impact fluctuations in exchange rates would have on net income or loss. We are subject to fluctuations in foreign currency exchange rates when transactions are denominated in currencies other than the functional currencies. Such transactions were not material to our operations during the three months ended September 30, 2025. These foreign currency transaction gains and losses, including hedging impacts, are classified in investment (income) expense and other, net, in the condensed consolidated statements of operations and were a loss (gain) of $2 million and $(1) million for the three months ended September 30, 2025 and 2024, respectively and a loss of $1 million for the nine months ended September 30, 2025 and 2024. These net foreign currency transaction gains and losses include derivative instruments designed to reduce foreign currency exchange rate risks. Translation gains or losses, which are recorded in accumulated other comprehensive loss in the condensed consolidated balance sheets, result from translation of the assets and liabilities of our foreign subsidiaries into U.S. dollars. Foreign currency translation (losses) gains totaled approximately $(15) million and $69 million for the three months ended September 30, 2025 and 2024, respectively, and $172 million and $26 million for the nine months ended September 30, 2025 and 2024, respectively.
Our exposure to fluctuations in foreign currency exchange rates has increased as a result of our international presence and may continue to increase in the future if we continue to expand our operations outside of the U.S. We seek to manage foreign currency exposure by minimizing our consolidated net assets and liability positions in currencies other than the functional currency of our foreign subsidiaries. However, we believe that our exposure to transactional gains or losses resulting from fluctuations in foreign currencies is limited because our foreign operations primarily invoice and collect receivables in their respective local or functional currencies, and the expenses associated with these transactions are generally contracted and paid for in the same local currencies. In order to manage foreign currency risk related to transactions in foreign currencies and the intercompany financing structure, we entered into cross-currency swaps to manage the foreign currency risk of certain intercompany loans. We also use foreign currency forward contracts as a way to mitigate foreign currency exposure.
Other Market Risk
We are also exposed to market risks impacting our customer base due to the potential related impact on accounts receivable or contract assets on uncompleted contracts. The amounts recorded may be at risk if our customers’ ability to pay these obligations is negatively impacted by economic conditions. We continually monitor the creditworthiness of our customers and maintain ongoing discussions with customers regarding contract status with respect to change orders and billing terms. Therefore, management believes it takes appropriate action to manage market and other risks, but there is no
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assurance management will be able to reasonably identify all risks with respect to the collectability of these assets. See also “Revenue Recognition from Contracts with Customers” under Critical Accounting Estimates within Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
In addition, we are exposed to various supply chain risks, including the market risk of price fluctuations or availability of copper, steel, cable optic fiber, and other materials used as components of supplies or materials utilized in our operations. We are also exposed to increases in energy prices, particularly as they relate to gasoline prices for our vehicle fleet. Disruptions in our supply chain can occur due to market inefficiencies but can also be driven by other events, like cybersecurity breaches, pandemics, or similar disruptive events. While we believe we can increase our contract prices to adjust for some price increases in commodities, there can be no assurance that such price increases, if they were to occur, would be recoverable. Additionally, some of our fixed price contracts do not allow us to adjust prices and, as a result, increases in material costs could reduce profitability with respect to projects in progress.
Significant declines in market prices for oil, gas, and other fuel sources may also impact our operations. Prolonged periods of low oil and gas prices may result in projects being delayed or canceled and in a low oil and gas price environment, certain of our businesses could become less profitable or incur losses.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating such controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
As required by Rule 13a-15(b) of the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2025.
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as specified above. However, our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent or detect all errors and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Company have been detected.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a‑15(f) and 15d-15(f) under the Exchange Act. Under the supervision of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2025 based on the guidelines established in Internal Control — Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of September 30, 2025.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
There have been no material changes to our risk factors contained in Part I, Item 1A. "Risk Factors" of our Form 10-K for the year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company did not have any purchases of equity securities during the three months ended September 30, 2025.
ITEM 4. MINE SAFETY DISCLOSURES
Information regarding mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this quarterly report.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 trading arrangement
No officers or directors, as defined in Rule 16a-1(f), adopted terminated
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ITEM 6. EXHIBITS
| Exhibit No. | Description of Exhibits | |||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 95.1* | ||||||||
| 101.INS* | Inline XBRL Instance Document. | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
*Filed herewith
**Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.
| APi GROUP CORPORATION | |||||
| October 30, 2025 | /s/ Russell A. Becker | ||||
| Russell A. Becker | |||||
President and Chief Executive Officer | |||||
| (Duly Authorized Officer) | |||||
| October 30, 2025 | /s/ Glenn David Jackola | ||||
| Glenn David Jackola | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
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Exhibit 31.1
CERTIFICATION
I, Russell A. Becker, President and Chief Executive Officer, certify that:
1.I have reviewed this quarterly report on Form 10-Q of APi Group Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 30, 2025 | By: | /s/ Russell A. Becker | ||||||
| Name: | Russell A. Becker | |||||||
| Title: | President and Chief Executive Officer | |||||||
Exhibit 31.2
CERTIFICATION
I, Glenn David Jackola, Chief Financial Officer, certify that:
1.I have reviewed this quarterly report on Form 10-Q of APi Group Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 30, 2025 | By: | /s/ Glenn David Jackola | ||||||
| Name: | Glenn David Jackola | |||||||
| Title: | Chief Financial Officer | |||||||
Exhibit 32.1
CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of APi Group Corporation (the “Company”) for the quarterly period ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Russell Becker, as President and Chief Executive Officer, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 30, 2025 | By: | /s/ Russell A. Becker | ||||||
| Name: | Russell A. Becker | |||||||
| Title: | President and Chief Executive Officer | |||||||
Exhibit 32.2
CERTIFICATION OF CFO PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of APi Group Corporation (the “Company”) for the quarterly period ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Glenn David Jackola, as Chief Financial Officer, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 30, 2025 | By: | /s/ Glenn David Jackola | ||||||
| Name: | Glenn David Jackola | |||||||
| Title: | Chief Financial Officer | |||||||
Exhibit 95.1
MINE SAFETY DISCLOSURES
The following disclosures are provided pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”).
Mine Safety Information
Whenever the Federal Mine Safety and Health Administration (“MSHA”) believes a violation of the Mine Act, any health or safety standard or any regulation has occurred, it may issue a citation which describes the alleged violation and fixes a time within which the U.S. mining operator must abate the alleged violation. In some situations, such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order removing miners from the area of the mine affected by the condition until the alleged hazards are corrected. When MSHA issues a citation or order, it generally proposes a civil penalty, or fine, as a result of the alleged violation, that the operator is ordered to pay. Citations and orders can be contested and appealed, and as part of that process, may be reduced in severity and amount, and are sometimes dismissed. The number of citations, orders and proposed assessments vary depending on the size and type (underground or surface) of the mine as well as by the MSHA inspector(s) assigned.
The following table includes information required by the Act for the three months ended September 30, 2025.
APi Inc.
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
Operation / MSHA Identification Number | Section 104 S&S Citations (#) | Section 104(b) Orders (#) | Section 104(d) Citations and Orders (#) | Section 110(b)(2) Violations (#) | Section 107(a) Orders (#) | Total Dollar Value of MSHA Assessments Proposed ($) | Mining-Related Fatalities (#) | Received Notice of Pattern of Violations Under Section 104(c) (Yes/No) | Received Notice of Potential to Have Pattern Under Section 104(c) (Yes/No) | Legal Actions Initiated During Period (#) | Legal Actions Resolved During Period (#) | Legal Actions Pending as of the End of the Period (#) | ||||||||||||||||||||||||||
| Eagle Mine/4607437 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
APi Group Life Safety USA
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
Operation / MSHA Identification Number | Section 104 S&S Citations (#) | Section 104(b) Orders (#) | Section 104(d) Citations and Orders (#) | Section 110(b)(2) Violations (#) | Section 107(a) Orders (#) | Total Dollar Value of MSHA Assessments Proposed ($) | Mining-Related Fatalities (#) | Received Notice of Pattern of Violations Under Section 104(c) (Yes/No) | Received Notice of Potential to Have Pattern Under Section 104(c) (Yes/No) | Legal Actions Initiated During Period (#) | Legal Actions Resolved During Period (#) | Legal Actions Pending as of the End of the Period (#) | ||||||||||||||||||||||||||
| Pend Oreille Mine/4500366 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
| Freeport-McMoRan Morenci Inc./0200024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
| Coeur Rochester /2601941 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
| Continental Cement Company/2302434 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
| Graymont Pilot Peak Plant / 2601906 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
| American Soda LLC (Solvay Chemicals)/ 4801295 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
| Big Island Mine & Refinery (Ciner Wyoming) / 48000154 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
| US Borax Inc (Boron) / 400743 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
Davis Ulmer Sprinkler Company
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
Operation / MSHA Identification Number | Section 104 S&S Citations (#) | Section 104(b) Orders (#) | Section 104(d) Citations and Orders (#) | Section 110(b)(2) Violations (#) | Section 107(a) Orders (#) | Total Dollar Value of MSHA Assessments Proposed ($) | Mining-Related Fatalities (#) | Received Notice of Pattern of Violations Under Section 104(c) (Yes/No) | Received Notice of Potential to Have Pattern Under Section 104(c) (Yes/No) | Legal Actions Initiated During Period (#) | Legal Actions Resolved During Period (#) | Legal Actions Pending as of the End of the Period (#) | ||||||||||||||||||||||||||
| US Salt – Watkins Glen | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
| Cargill – Watkins Glen | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
| Cargill - Lansing | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
| Cargill: 1252 PA-706, Wyalusing, PA 18853 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
The Jamar Company
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
Operation / MSHA Identification Number | Section 104 S&S Citations (#) | Section 104(b) Orders (#) | Section 104(d) Citations and Orders (#) | Section 110(b)(2) Violations (#) | Section 107(a) Orders (#) | Total Dollar Value of MSHA Assessments Proposed ($) | Mining-Related Fatalities (#) | Received Notice of Pattern of Violations Under Section 104(c) (Yes/No) | Received Notice of Potential to Have Pattern Under Section 104(c) (Yes/No) | Legal Actions Initiated During Period (#) | Legal Actions Resolved During Period (#) | Legal Actions Pending as of the End of the Period (#) | ||||||||||||||||||||||||||
| C6S | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
| J03 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
Viking Automatic Sprinkler
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
Operation / MSHA Identification Number | Section 104 S&S Citations (#) | Section 104(b) Orders (#) | Section 104(d) Citations and Orders (#) | Section 110(b)(2) Violations (#) | Section 107(a) Orders (#) | Total Dollar Value of MSHA Assessments Proposed ($) | Mining-Related Fatalities (#) | Received Notice of Pattern of Violations Under Section 104(c) (Yes/No) | Received Notice of Potential to Have Pattern Under Section 104(c) (Yes/No) | Legal Actions Initiated During Period (#) | Legal Actions Resolved During Period (#) | Legal Actions Pending as of the End of the Period (#) | ||||||||||||||||||||||||||
US Steel – MinnTac 2100282 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
| US Steel – KeeTac 2103352 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
| Cleveland Cliffs – Eveleth pit and Forbes Pellet Plant 2103403 & 2103404 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
Cleveland Cliffs – NorthShore Mining, Silver Bay Pellet Plant and Babbitt pit 2100209 & 2100831 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
| ArcelorMittal Minorca Mine – pit/ plant | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||
| Cleveland Cliffs – Hibbing Taconite 2101600 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | No | No | 0 | 0 | 0 | ||||||||||||||||||||||||||