Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | APi Group Corporation | |
Entity Central Index Key | 0001796209 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Address, Address Line One | 1100 Old Highway 8 NW | |
Entity Address, City or Town | New Brighton | |
Entity Address, State or Province | MN | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39275 | |
Entity Tax Identification Number | 98-1510303 | |
Entity Address, Postal Zip Code | 55112 | |
City Area Code | 651 | |
Local Phone Number | 636-4320 | |
Entity Small Business | false | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | APG | |
Security Exchange Name | NYSE | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 233,771,493 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 330 | $ 1,188 |
Restricted Cash | 3 | 302 |
Accounts receivable, net of allowances of $3 and $3 at June 30, 2022 and December 31, 2021, respectively | 1,232 | 767 |
Inventories | 149 | 69 |
Contract assets | 480 | 217 |
Prepaid expenses and other current assets | 167 | 83 |
Total current assets | 2,361 | 2,626 |
Property and equipment, net | 388 | 326 |
Operating lease right of use assets | 226 | 101 |
Goodwill | 2,226 | 1,106 |
Intangible assets, net | 2,028 | 882 |
Deferred tax assets | 63 | 73 |
Pension and post-retirement assets | 617 | |
Other assets | 145 | 45 |
Total assets | 8,054 | 5,159 |
Current liabilities: | ||
Short-term and current portion of long-term debt | 3 | 1 |
Accounts payable | 448 | 236 |
Contingent consideration and compensation liabilities | 23 | 22 |
Accrued salaries and wages | 275 | 209 |
Contract liabilities | 421 | 243 |
Operating and finance leases | 64 | 27 |
Other accrued liabilities | 219 | 129 |
Total current liabilities | 1,453 | 867 |
Long-term debt, less current portion | 2,814 | 1,766 |
Pension and post-retirement obligations | 69 | |
Contingent consideration and compensation liabilities | 12 | 10 |
Operating and finance leases | 172 | 79 |
Deferred tax liabilities | 454 | 43 |
Other noncurrent liabilities | 127 | 71 |
Total liabilities | 5,101 | 2,836 |
Commitments and contingencies (Note 17) | ||
Mezzanine equity: | ||
5.5% Series B Redeemable Convertible Preferred Stock, $0.0001 par value, 800,000 authorized shares, 800,000 shares and 0 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively; aggregate liquidation preference of $840 | 797 | |
Shareholders’ equity: | ||
Series A Preferred Stock, $0.0001 par value, 7,000,000 authorized shares, 4,000,000 shares issued and outstanding at June 30, 2022 and December 31, 2021 | ||
Common Stock, $0.0001 par value, 500,000,000 authorized shares, 233,218,322 shares and 224,625,193 shares issued at June 30, 2022 and December 31, 2021, respectively (excluding 7,539,697 shares declared for stock dividend at December 31, 2021) | 0 | 0 |
Additional paid-in capital | 2,564 | 2,560 |
Accumulated deficit | (214) | (237) |
Accumulated other comprehensive income (loss) | (194) | |
Total shareholders’ equity | 2,156 | 2,323 |
Total liabilities, redeemable convertible preferred stock, and shareholders' equity | $ 8,054 | $ 5,159 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounts receivable net of allowances | $ 3 | $ 3 |
Common stock no par value | $ 0.0001 | $ 0.0001 |
Common shares authorized | 500,000,000 | 500,000,000 |
Common shares issued | 233,218,322 | 224,625,193 |
Dividends declared in common shares | 7,539,697 | |
Series A Preferred Stock [Member] | ||
Preferred stock no par value | $ 0.0001 | $ 0.0001 |
Preferred Shares authorized | 7,000,000 | 7,000,000 |
Preferred stock issued | 4,000,000 | 4,000,000 |
Preferred stock outstanding | 4,000,000 | 4,000,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, dividend percentage | 5.50% | |
Preferred stock no par value | $ 0.0001 | $ 0.0001 |
Preferred Shares authorized | 800,000 | 800,000 |
Preferred stock issued | 800,000 | 800,000 |
Preferred stock outstanding | 0 | 0 |
Aggregate liquidation preference | $ 840 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Net revenues | $ 1,649 | $ 978 | $ 3,120 | $ 1,781 |
Cost of revenues | 1,214 | 746 | 2,309 | 1,368 |
Gross profit | 435 | 232 | 811 | 413 |
Selling, general, and administrative expenses | 376 | 185 | 759 | 368 |
Operating income (loss) | 59 | 47 | 52 | 45 |
Interest expense, net | 28 | 14 | 55 | 29 |
Loss on extinguishment of debt | 9 | 9 | ||
Non-service pension benefit | (11) | (22) | ||
Investment income and other, net | (2) | (6) | (2) | (9) |
Other expense, net | 15 | 17 | 31 | 29 |
Income (loss) before income taxes | 44 | 30 | 21 | 16 |
Income tax provision (benefit) | 14 | 9 | (2) | 3 |
Net income (loss) | 30 | 21 | 23 | 13 |
Net income (loss) attributable to common shareholders: | ||||
Stock dividend on Series B Preferred Stock | (11) | (22) | ||
Net income (loss) attributable to common shareholders | $ 19 | $ 21 | $ 1 | $ 13 |
Net income (loss) per common share: | ||||
Basic | $ 0.06 | $ 0.09 | $ 0.01 | $ 0.06 |
Diluted | $ 0.06 | $ 0.09 | $ 0.01 | $ 0.06 |
Weighted average shares outstanding | ||||
Basic | 233,104,873 | 201,281,939 | 232,670,986 | 196,782,691 |
Diluted | 265,922,670 | 206,378,439 | 265,558,849 | 202,495,186 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 30 | $ 21 | $ 23 | $ 13 |
Other comprehensive income (loss): | ||||
Fair value change - derivatives, net of tax benefit (expense) of ($8), ($3), ($11), and ($3), respectively | 22 | 9 | 31 | 8 |
Foreign currency translation adjustment | (166) | 4 | (225) | |
Comprehensive income (loss) | $ (114) | $ 34 | $ (171) | $ 21 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax benefit (expense) | $ (8) | $ (3) | $ (11) | $ (3) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions | Total | Series B Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] Series B Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning balance at Dec. 31, 2020 | $ 1,558 | $ 1,856 | $ (284) | $ (14) | |||||
Beginning balance (shares) at Dec. 31, 2020 | 4,000,000 | 168,052,024 | |||||||
Net income (loss) | (8) | (8) | |||||||
Fair value change - derivatives | (1) | (1) | |||||||
Foreign currency translation adjustment | (4) | (4) | |||||||
Preferred Share dividend | 12,447,912 | ||||||||
Warrants exercised | 230 | 230 | |||||||
Warrants exercised (shares) | 19,994,203 | ||||||||
Profit sharing plan contributions | 13 | 13 | |||||||
Profit sharing plan contributions (shares) | 630,109 | ||||||||
Share-based compensation and other, net | 3 | 3 | |||||||
Share-based compensation and other, net (shares) | 157,979 | ||||||||
Ending balance at Mar. 31, 2021 | 1,791 | 2,102 | (292) | (19) | |||||
Ending balance (shares) at Mar. 31, 2021 | 4,000,000 | 201,282,227 | |||||||
Beginning balance at Dec. 31, 2020 | 1,558 | 1,856 | (284) | (14) | |||||
Beginning balance (shares) at Dec. 31, 2020 | 4,000,000 | 168,052,024 | |||||||
Net income (loss) | 13 | ||||||||
Fair value change - derivatives | 8 | ||||||||
Ending balance at Jun. 30, 2021 | 1,828 | 2,105 | (271) | (6) | |||||
Ending balance (shares) at Jun. 30, 2021 | 4,000,000 | 201,281,087 | |||||||
Beginning balance at Mar. 31, 2021 | 1,791 | 2,102 | (292) | (19) | |||||
Beginning balance (shares) at Mar. 31, 2021 | 4,000,000 | 201,282,227 | |||||||
Net income (loss) | 21 | 21 | |||||||
Fair value change - derivatives | 9 | 9 | |||||||
Foreign currency translation adjustment | 4 | 4 | |||||||
Share-based compensation and other, net | 3 | 3 | |||||||
Share-based compensation and other, net (shares) | (1,140) | ||||||||
Ending balance at Jun. 30, 2021 | 1,828 | 2,105 | (271) | (6) | |||||
Ending balance (shares) at Jun. 30, 2021 | 4,000,000 | 201,281,087 | |||||||
Beginning balance at Dec. 31, 2021 | 2,323 | 2,560 | (237) | ||||||
Beginning balance (shares) at Dec. 31, 2021 | 4,000,000 | 224,625,193 | |||||||
Net income (loss) | (7) | (7) | |||||||
Fair value change - derivatives | 9 | 9 | |||||||
Foreign currency translation adjustment | (59) | (59) | |||||||
Preferred Share dividend | 7,539,697 | 519,469 | |||||||
Share repurchases | (11) | (11) | |||||||
Share repurchases (shares) | (531,431) | ||||||||
Profit sharing plan contributions | 15 | 15 | |||||||
Profit sharing plan contributions (shares) | 622,655 | ||||||||
Share-based compensation and other, net | 8 | 8 | |||||||
Share-based compensation and other, net (shares) | 413,029 | ||||||||
Ending balance at Mar. 31, 2022 | 2,278 | 2,572 | (244) | (50) | |||||
Ending balance (shares) at Mar. 31, 2022 | 4,000,000 | 233,188,612 | |||||||
Beginning balance at Dec. 31, 2021 | 2,323 | 2,560 | (237) | ||||||
Beginning balance (shares) at Dec. 31, 2021 | 4,000,000 | 224,625,193 | |||||||
Net income (loss) | 23 | ||||||||
Fair value change - derivatives | 31 | ||||||||
Foreign currency translation adjustment | (225) | ||||||||
Preferred Share dividend | 1,205,924 | ||||||||
Ending balance at Jun. 30, 2022 | 2,156 | 2,564 | (214) | (194) | |||||
Ending balance (shares) at Jun. 30, 2022 | 4,000,000 | 233,218,322 | |||||||
Beginning balance at Mar. 31, 2022 | 2,278 | 2,572 | (244) | (50) | |||||
Beginning balance (shares) at Mar. 31, 2022 | 4,000,000 | 233,188,612 | |||||||
Net income (loss) | 30 | 30 | |||||||
Fair value change - derivatives | 22 | 22 | |||||||
Foreign currency translation adjustment | (166) | (166) | |||||||
Preferred Share dividend | 686,455 | 686,455 | |||||||
Share repurchases | (11) | (11) | |||||||
Share repurchases (shares) | (681,329) | ||||||||
Share-based compensation and other, net | 3 | 3 | |||||||
Share-based compensation and other, net (shares) | 24,584 | ||||||||
Ending balance at Jun. 30, 2022 | $ 2,156 | $ 2,564 | $ (214) | $ (194) | |||||
Ending balance (shares) at Jun. 30, 2022 | 4,000,000 | 233,218,322 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 23 | $ 13 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation | 38 | 39 |
Amortization | 114 | 63 |
Restructuring charges, net of cash paid | 8 | |
Deferred taxes | (11) | (1) |
Share-based compensation expense | 9 | 6 |
Profit-sharing expense | 6 | 7 |
Non-cash lease expense | 33 | 16 |
Non-service pension benefit | (22) | |
Loss on extinguishment of debt | (9) | |
Pension contributions | (27) | |
Other, net | 12 | 4 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (57) | (24) |
Contract assets | (91) | (42) |
Inventories | (19) | (5) |
Prepaid expenses and other current assets | (25) | (2) |
Accounts payable | 34 | 30 |
Accrued liabilities and income taxes payable | (49) | (54) |
Contract liabilities | 29 | 13 |
Other assets and liabilities | (69) | (53) |
Net cash provided by (used in) operating activities | (64) | 19 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | (2,875) | (12) |
Purchases of property and equipment | (34) | (34) |
Proceeds from sales of property, equipment, held for sale assets, and businesses | 6 | 11 |
Net cash provided by (used in) investing activities | (2,903) | (35) |
Cash flows from financing activities: | ||
Proceeds from long-term borrowings | 1,101 | 350 |
Payments on long-term borrowings | (31) | (318) |
Payments of debt issuance costs | (25) | (4) |
Repurchases of common stock | (22) | |
Proceeds from equity issuances | 797 | 230 |
Payments of acquisition-related consideration | (1) | (70) |
Restricted shares tendered for taxes | (1) | (1) |
Net cash provided by (used in) financing activities | 1,818 | 187 |
Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash | (9) | 3 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (1,158) | 174 |
Cash, cash equivalents, and restricted cash, beginning of period | 1,491 | 515 |
Cash, cash equivalents, and restricted cash, end of period | 333 | 689 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 48 | 22 |
Cash paid for income taxes, net of refunds | 16 | 45 |
Accrued consideration issued in business combinations | 1 | |
Share of common stock issued to profit sharing plan | $ 13 | $ 13 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | NOTE 1. NATURE OF BUSINESS APi Group Corporation (the “Company” or “APG”) is a global, market-leading business services provider of safety and specialty services in over 500 locations in approximately 20 countries. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | NOTE 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The accompanying interim unaudited condensed consolidated financial statements (the “Interim Statements”) include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. These Interim Statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete financial statements. The condensed consolidated balance sheets as of December 31, 2021 were derived from audited financial statements for the year then ended but do not include all of the information and footnotes required by U.S. GAAP with respect to annual financial statements. In the opinion of management, the Interim Statements include all adjustments (including normal recurring accruals) necessary for a fair presentation of the Company’s consolidated financial position, results of operations and cash flows for the dates and periods presented. The Company revised its Condensed Consolidated Statements of Shareholders’ Equity for the three-month period ended March 31, 2022 to reclassify the Series B Preferred Stock dividend from Accumulated Deficit to Additional Paid-In Capital. It is recommended that these Interim Statements be read in conjunction with the Company’s audited annual consolidated financial statements and accompanying footnotes thereto for the year ended December 31, 2021 . Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period. Resegmentation The Company has combined the leadership responsibility and full accountability for the Industrial Services and Specialty Services operating segments. As a result, beginning in 2022, the information for the legacy Industrial Services segment was combined with the legacy Specialty Services segment to form a new operating and reportable segment called Specialty Services. Accordingly, the Company presents financial information for the Safety Services and Specialty Services segments, the two operating segments and also the reportable segments. The Company's chief operating decision maker regularly reviews financial information to allocate resources and assess performance utilizing these reorganized segments. Certain prior year amounts have been recast to conform to the current year presentation. Throughout these Interim Statements, unless otherwise indicated, amounts and activity reflect reclassifications related to the Company's resegmentation, as described in Note 21 - "Segment Information." Cash, cash equivalents, and restricted cash The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Restricted cash is reported as restricted cash and other assets in the condensed consolidated balance sheets. Restricted cash reflects collateral against certain bank guarantees and amounts held in escrow. Investments The Company holds investments in joint ventures which are accounted for under the equity method of accounting as the Company does not exercise control over the joint ventures. The Company’s share of earnings from the joint ventures w as $ 1 d uring the three months ended June 30, 2022 and 2021, and $ 1 and $ 2 during the six months ended June 30, 2022 and 2021, respectively. The earnings are recorded within investment income and other, net in the condensed consolidated statements of operations. The investment balances wer e $ 3 a nd $ 4 as of June 30, 2022 and December 31, 2021 , respectively, and are recorded within other assets in the condensed consolidated balance sheets. Pension and post-retirement obligations The Company's accounting policies related to pension and post-retirement obligations are disclosed in Note 15 - "Pension". |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS See the recent accounting pronouncements discussion below for information pertaining to the effects of recently adopted and other recent accounting pronouncements as updated from the discussion in the Company’s 2021 audited consolidated financial statements included in the Company’s Form 10-K filed on March 1, 2022. Accounting standards issued and adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which helps limit the accounting impact from contract modifications, including hedging relationships, due to the transition from the London Interbank Offered Rate ("LIBOR") to alternative reference rates, such as the Secured Overnight Financing Rate, that are completed by December 31, 2022. The Company adopted this standard on January 1, 2022, and it did not have an impact on the consolidated financial statements. The Company will continue to use the one-month LIBOR until it is phased out on June 30, 2023 and does not expect the transition from LIBOR to alternative reference interest rates to have a significant impact to operating results, financial position or cash flows, but will continue to monitor the impact of this transition until it is completed. In August 2020, the FASB issued ASU 2020-06, Debt – Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) , which simplifies the accounting for certain convertible instruments, amends guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share (EPS) calculations as a result of these changes. The Company adopted this ASU on January 1, 2022 and it did not have a material impact on its consolidated financial statements. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 4. BUSINESS COMBINATIONS The Company continually evaluates potential acquisitions that strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into a new and attractive business area. Acquisitions are accounted for as business combinations using the acquisition method of accounting. As such, the Company makes a preliminary allocation of the purchase price to the tangible assets and identifiable intangible assets acquired and liabilities assumed. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Purchase price is allocated to acquired assets and liabilities assumed based upon their estimated fair values, with limited exceptions as permitted pursuant to U.S. GAAP, as determined based on estimates and assumptions deemed reasonable by the Company. The Company engages third-party valuation specialists to assist with preparation of critical assumptions and calculations of the fair value of acquired tangible and intangible assets in connection with significant acquisitions. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed is recorded as goodwill. Goodwill is attributable to the workforce of the acquired businesses, the complementary strategic fit and resulting synergies these businesses bring to existing operations, and the opportunities in new markets expected to be achieved from the expanded platform. 2022 Chubb Acquisition On January 3, 2022, the Company completed its acquisition of the Chubb fire and security business (the "Chubb Acquisition"). The Chubb fire and security business (the "Chubb business") is a globally recognized fire safety and security services provider, offering customers complete and reliable services from design and installation to monitoring and on-going maintenance and recurring services. The Chubb business is headquartered in the United Kingdom, and has operations in 17 countries, expanding the Company's geographic footprint to a total of approximately 20 countries. The results of the Chubb business are reported within the Company's Safety Services segment. The total net consideration after estimated working capital adjustments was $ 2,899 , which included aggregate cash consideration of $ 2,935 paid by the Company for the stock purchase of the Chubb business. Cash consideration was funded through a combination of cash on hand and net proceeds from the private placement of Series B Preferred Stock (as defined in Note 16 - "Related-Party Transactions"), the offering of the 4.750 % Senior Notes, and the 2021 Term Loan (both defined in Note 12 - "Debt"). Total consideration is still subject to post closing adjustments, which the Company anticipates will be finalized during the fourth quarter of 2022. During the three and six months ended June 30, 2022, the Company incurred transaction costs of $ 0 and $ 24 , res pectively, which were expensed and included as a component of selling, general, and administrative expenses in the condensed consolidated statements of operations. The Chubb Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). The purchase price has been preliminarily allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values, with the exception of the following: (1) pre-acquisition contingencies which are recognized and measured in accordance with ASC 450, Contingencies (“ASC 450”) if fair value cannot be determined; (2) deferred income tax assets acquired and liabilities assumed are recognized and measured in accordance with ASC 740, Income Taxes ; (3) pensions and other post-retirement benefits other than pensions are recognized and measured in accordance with ASC 715, Compensation – Retirement Benefits ; (4) contract assets and liabilities are measured and recognized in accordance with ASC 606, Revenue from Contracts with Customers; and (5) certain lease related assets and liabilities which are measured and recognized in accordance with ASC 842, Leases . The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of the Chubb Acquisition: Cash $ 60 Accounts receivable 438 Inventories 67 Contract assets 183 Other current assets 20 Property and equipment 67 Operating lease right of use assets 154 Pension and post-retirement assets 626 Other noncurrent assets 20 Intangible assets 1,385 Goodwill 1,229 Accounts payable ( 191 ) Contract liabilities ( 162 ) Accrued expenses ( 219 ) Finance and operating lease liabilities ( 154 ) Pension and post-retirement obligations ( 75 ) Deferred tax liabilities ( 465 ) Other noncurrent liabilities ( 84 ) Net assets acquired $ 2,899 Since the Chubb Acquisition occurred on January 3, 2022, the Company has not finalized its accounting for any areas of purchase price allocation related to the Chubb Acquisition. The Company anticipates that it will finalize its accounting for the Chubb Acquisition during the fourth quarter of 2022. During the three months ended June 30, 2022, the Company recorded a measurement period adjustments, primarily related to working capital balances, property, leases, and other noncurrent liabilities. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The Company has assigned the provisional g oodwill of $ 1,229 to its Safety Services reportable segment (see Note 7 - "Goodwill and Intangibles"). Based on U.S. income tax principles related to acquisitions of non-U.S. entities, the Company does not expect any of the provisional amount of goodwill to be deductible for U.S. income tax purposes. The Company has identified the following significant intangible assets: customer relationships, trade names and trademarks, and contractual backlog. As of the effective date of the Chubb Acquisition, identifiable intangible assets are required to be measured at fair value, and these assets could include assets that are not intended to be used or sold or that are intended to be used in a manner other than their highest and best use. For purposes of these condensed consolidated financial statements, the fair value and weighted-average useful lives of these intangible assets have been estimated using variations of the income approach. Specifically, the excess earnings method was utilized to estimate the fair value of the customer relationships and the contractual backlog. The relief from royalty method was utilized to estimate the fair value of the trade names and trademarks. Significant inputs used to value these intangible assets include projections of future cash flows, long-term growth rates, customer attrition rates, discount rates, royalty rates, and applicable income tax rates. The following table summarizes the preliminary fair value of the identifiable intangible assets: Customer relationships $ 825 Trade names and trademarks 550 Contractual backlog 10 Total intangibles $ 1,385 The estimated useful lives over which the intangible assets will be amortized are as follows: customer relationships ( 15 years ), trade names and trademarks ( 15 years ), and contractual backlog ( 1 year ). The results of operations for the Chubb business are included in the consolidated financial statements of the Company from the date of acquisition. Pro forma consolidated financial information The following pro forma consolidated financial information reflects the results of operations of the Company for the three and six months ended June 30, 2021 as if the Chubb Acquisition and related financing had occurred as of January 1, 2021, after giving effect to certain purchase accounting and financing adjustments. These amounts are based on financial information of the Chubb business and are not necessarily indicative of what the Company’s operating results would have been had the Chubb Acquisition and related financing taken place on January 1, 2021. Three Months Ended Six Months Ended Net revenues $ 1,532 $ 2,883 Net income (loss) ( 12 ) ( 53 ) Pro forma financial information is presented as if the operations of Chubb had been included in the consolidated results of the Company since January 1, 2021, and gives effect to transactions that are directly attributable to the Chubb Acquisition and related financing. Adjustments, net of related tax impacts, include: additional depreciation and amortization expense related to the fair value of acquired property and equipment and intangible assets as if such assets were acquired on January 1, 2021; costs related to the fair value step-up of acquired inventory; interest expense under the Company’s 2021 Term Loan and 4.750 % Senior Notes (both defined in Note 12 - "Debt") as if the amounts borrowed to partially finance the purchase price were borrowed on January 1, 2021. Total cumulative transaction-related costs of $ 44 were expensed and have been included as a component of selling, general, and administrative expenses, were reflected as if the transaction occurred as of January 1, 2021. 2021 Acquisitions The Company completed the acquisitions of Premier Fire & Security, Inc. ("Premier Fire") in July 2021, and Northern Air Corporation ("NAC") in November 2021, both included in the Safety Services segment, as well as several other individually immaterial acquisitions. Total purchase consideration for all of the completed acquisitions of $ 113 consisted of cash paid at closing of $ 93 , gross cash acquired of $ 7 , and accrued consideration of $ 20 . The results of operations of these acquisitions are included in the Company’s condensed consolidated statements of operations from their respective dates of acquisition. The Company has not finalized its accounting for the NAC acquisition. The area of the purchase price allocation that is not yet finalized for the NAC acquisition is the valuation of income tax related matters. During the six months ended June 30, 2022, the Company recorded a measurement period adjustment, primarily related to a reclassification between intangible assets and goodwill for the NAC acquisition. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required. Based on preliminary estimates, the total amount of goodwill from the 2021 acquisitions expected to be deductible for tax purpo ses is $ 48 . S ee Note 7 – “Goodwill and Intangibles” for the provisional goodwill assigned to each segment. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the dates of acquisition: Premier Fire NAC Other 2021 Cash paid at closing $ 32 $ 36 $ 25 Accrued consideration 7 4 9 Total consideration $ 39 $ 40 $ 34 Cash $ 3 $ 2 $ 2 Current assets 10 22 6 Property and equipment 1 2 2 Intangible assets, net 14 13 11 Goodwill 17 13 19 Current liabilities ( 6 ) ( 12 ) ( 6 ) Net assets acquired $ 39 $ 40 $ 34 For the three months ended June 30, 2022, net revenues and operating income from the Company's material acquisitions that closed over the previous 12 months w as $ 560 and $ 4 , respectively. For the six months ended June 30, 2022, net revenues and operating income from the material acquisitions that closed over the previous 12 months was $ 1,103 and $ 14 , respect ively. Accrued consideration The Company’s acquisition purchase agreements typically include deferred payment provisions, often to sellers who become employees of the Company or its subsidiaries. The provisions are made up of three general types of arrangements, contingent compensation and contingent consideration (both of which are contingent on the future performance of the acquired entity) and deferred payments related to indemnities. Contingent compensation arrangements are typically contingent on the former owner’s future employment with the Company, and the related amounts are recognized over the required employment period, which is typically three to five years . Contingent consideration arrangements are not contingent on employment and are included as part of purchase consideration at the time of the initial acquisition and are paid over a three to five year period. The liability for deferred payments is recognized at the date of acquisition based on the Company’s best estimate and is typically payable over a twelve to twenty-four month period. Deferred payments are not contingent on any future performance or employment obligations and can be offset for working capital true-ups, and representations and warranty items. The total contingent compensation arrangement liab ility was $ 16 and $ 12 at June 30, 2022 and December 31, 2021 , respectively. The maximum payout of these arrangements upon completion of the future performance periods was $ 20 and $ 57 , inclusive of the $ 16 an d $ 12 , accrued as of June 30, 2022 and December 31, 2021, respectively. The contingent compensation liability is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented. The Company primarily determines the contingent compensation liability based on forecasted cumulative earnings compared to the cumulative earnings target set forth in the arrangement. Compensation expense associated with these arrangements is recognized ratably over the required employment period. The contingent consideration obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. For additional considerations regarding the fair value of the Company's contingent consideration liabilities, see Note 8 - "Fair Value of Financial Instruments." The total liability for deferred paym ents was $ 15 at both June 30, 2022 and December 31, 2021 , and are included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | NOTE 5. Restructuring During the three months ended June 30, 2022, the Company initiated a multi-year restructuring program to drive efficiencies and synergies and optimize operating margin. The Company expects to incur expenses related to workforce reductions, lease termination costs, and other facility rationalization costs over the next three years. The Company recorded total restructuring costs of $ 11 , of which $ 2 was recorded in cost of revenues and $ 9 in selling, general, and administrative expenses on the condensed consolidated statements of operations for both the three and six months ended June 30, 2022, within the Safety Services segment. The amounts recognized in the period relate to costs associated with workforce reductions. As of June 30, 2022, the Company had $ 8 in restructuring liabilities recorded in other accrued liabilities on the condensed consolidated balance sheets for this plan, which are expected to be paid within the next six to nine months. The Company continues to evaluate operating efficiencies and anticipates incurring additional costs in the coming quarters in connection with these activities, but is unable to estimate those amounts at this time as such plans are not yet finalized. The following table summarizes the Company's 2022 restructuring program for the six month period ended June 30, 2022: Six Months Ended Balance as of December 31, 2021 $ — Charged to cost of revenues - employee related 2 Charged to selling, general, and administrative expenses - employee related 9 Payments ( 3 ) Currency translation adjustment and other — Balance as of June 30, 2022 $ 8 |
Net Revenues
Net Revenues | 6 Months Ended |
Jun. 30, 2022 | |
Revenues [Abstract] | |
Net Revenues | NOTE 6. NET REVENUES Under ASC 606, Revenue from Contracts with Customers (“ASC 606”), revenue is recognized when or as control of promised goods and services are transferred to customers, and the amount of revenue recognized reflects the consideration to which an entity expects to be entitled in exchange for the goods and services transferred. Net revenues are primarily recognized by the Company over time utilizing the cost-to-cost measure of progress. Net revenues recognized at a point in time primarily relate to distribution contracts and short-term time and materials contracts. Contracts with customers The Company derives net revenues primarily from contracts with a duration of less than one week to three years (with the majority of contracts with durations of less than six months) which are subject to multiple pricing options, including fixed price, unit price, time and material, or cost plus a markup. The Company also enters into fixed price service contracts related to monitoring, maintenance, and inspection of safety systems. The Company may utilize subcontractors in the fulfillment of its performance obligations. When doing so, the Company is considered the principal in these transactions and revenues are recognized on a gross basis. Net revenues for fixed price agreements are generally recognized over time using the cost-to-cost method of accounting, which measures progress based on the cost incurred relative to total expected cost in satisfying its performance obligation. The cost-to-cost method is used as it best depicts the continuous transfer of control of goods or services to the customer. Costs incurred include direct materials, labor and subcontract costs, and indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. These contract costs are included in the results of operations under cost of revenues. Labor and subcontractor labor costs are considered to be incurred and recognized as the work is performed. Net revenues from time and material contracts are generally recognized as the services are provided and is equal to the sum of the contract costs incurred plus an agreed upon markup. Net revenues earned from distribution contracts are recognized upon shipment or performance of the service. The cost estimation process for recognizing net revenues over time under the cost-to-cost method is based on the professional knowledge and experience of the Company’s project managers, engineers, and finance professionals. Management reviews estimates of total contract transaction price and total project costs on an ongoing basis. Changes in job performance, job conditions, and management’s assessment of expected variable consideration are factors that influence estimates of the total contract transaction price, total costs to complete those contracts, and the Company’s profit recognition. Changes in these factors could result in cumulative revisions to net revenues in the period in which the revisions are determined, which could materially affect the Company’s consolidated results of operations for that period. Provisions for estimated losses on uncompleted contracts are recorded in the period in which such estimated losses are determined. The Company disaggregates its net revenues primarily by segment, service type, and country from which revenues are invoiced, as th e nature, timing and uncertainty of cash flows are relatively consistent within each of these categories. The following tables provide disclosure of disaggregated net revenues by segment for the three and six months ended June 30, 2022 and 2021. Prior period balances in this table have been recast to reflect current period presentation, as described in Note 2 - "Basis of Presentation and Significant Accounting Policies." Disaggregated net revenues information is as follows: Three Months Ended June 30, 2022 Safety Specialty Corporate and Consolidated Life Safety $ 1,007 $ — $ — $ 1,007 Mechanical 139 — — 139 Infrastructure / Utility — 366 — 366 Fabrication — 53 — 53 Specialty Contracting — 99 — 99 Corporate and Eliminations — — ( 15 ) ( 15 ) Net revenues $ 1,146 $ 518 $ ( 15 ) $ 1,649 Three Months Ended June 30, 2021 Safety Specialty Corporate and Consolidated Life Safety $ 403 $ — $ — $ 403 Mechanical 109 — — 109 Infrastructure / Utility — 265 — 265 Fabrication — 58 — 58 Specialty Contracting — 153 — 153 Corporate and Eliminations — — ( 10 ) ( 10 ) Net revenues $ 512 $ 476 $ ( 10 ) $ 978 Six Months Ended June 30, 2022 Safety Specialty Corporate and Consolidated Life Safety $ 1,958 $ — $ — $ 1,958 Mechanical 262 — — 262 Infrastructure / Utility — 508 — 508 Fabrication — 107 — 107 Specialty Contracting — 315 — 315 Corporate and Eliminations — — ( 30 ) ( 30 ) Net revenues $ 2,220 $ 930 $ ( 30 ) $ 3,120 Six Months Ended June 30, 2021 Safety Specialty Corporate and Consolidated Life Safety $ 771 $ — $ — $ 771 Mechanical 207 — — 207 Infrastructure / Utility — 430 — 430 Fabrication — 139 — 139 Specialty Contracting — 251 — 251 Corporate and Eliminations — — ( 17 ) ( 17 ) Net revenues $ 978 $ 820 $ ( 17 ) $ 1,781 Three Months Ended June 30, 2022 Safety Specialty Corporate and Consolidated United States $ 534 $ 507 $ ( 15 ) $ 1,026 France 144 — — 144 Other 468 11 — 479 Net revenues $ 1,146 $ 518 $ ( 15 ) $ 1,649 Three Months Ended June 30, 2021 Safety Specialty Corporate and Consolidated United States $ 422 $ 467 $ ( 10 ) $ 879 France — — — — Other 90 9 — 99 Net revenues $ 512 $ 476 $ ( 10 ) $ 978 Six Months Ended June 30, 2022 Safety Specialty Corporate and Consolidated United States $ 1,008 $ 916 $ ( 30 ) $ 1,894 France 292 — — 292 Other 920 14 — 934 Net revenues $ 2,220 $ 930 $ ( 30 ) $ 3,120 Six Months Ended June 30, 2021 Safety Specialty Corporate and Consolidated United States $ 805 $ 807 $ ( 17 ) $ 1,595 France — — — — Other 173 13 — 186 Net revenues $ 978 $ 820 $ ( 17 ) $ 1,781 The Company’s contracts with its customers generally require significant services to integrate complex activities and equipment into a single deliverable and are, therefore, generally accounted for as a single performance obligation to provide a single contracted service for the duration of the project. For contracts with multiple performance obligations, the transaction price of a contract is allocated to each performance obligation and recognized as net revenues when or as the performance obligation is satisfied using the estimated stand-alone selling price of each distinct good or service. The stand-alone selling price is estimated using the expected cost plus a margin approach for each performance obligation. The Company utilizes the practical expedient under ASC 606 and does not disclose unsatisfied performance obligations for service contracts as these contracts generally have an original duration of less than one year. For those in-process contracts with an original duration exceeding one year, the aggregate amount of transaction price allocated to the performance obligations unsatisfied at June 30, 2022 was $ 543 . The Company expects to recognize revenue on approxim ately 50 % o f the remaining performance obligations over the next 12 m onths . When more than one contract is entered into with a customer on or close to the same date, management evaluates whether those contracts should be combined and accounted for as a single contract as well as whether those contracts should be accounted for as one, or more than one, performance obligation. This evaluation requires significant judgment and is based on the facts and circumstances of the various contracts. Contracts are often modified through change orders to account for changes in the scope and price of the goods or services being provided. Although the Company evaluates each change order to determine whether such modification creates a separate performance obligation, the majority of change orders are for goods or services not distinct within the context of the original contract and, therefore, not treated as separate performance obligations but rather as a modification of the existing contract and performance obligation. Variable consideration Transaction prices for customer contracts may include variable consideration which comprises items such as early completion bonuses and liquidated damages provisions. Management estimates variable consideration for a performance obligation utilizing estimation methods believed to best predict the amount of consideration to which the Company will be entitled. Variable consideration is included in the transaction price only to the extent it is probable, in the Company’s judgment, that a significant future reversal in the amount of cumulative revenue recognized under the contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Changes in the estimates of transaction prices are recognized in net revenues on a cumulative catch-up basis in the period in which the revisions to the estimates are made. Such changes in estimates may also result in the reversal of previously recognized net revenues if the ultimate outcome differs from the Company’s previous estimate. For the three and six months ended June 30, 2022 and 2021, there were no significant reversals of net revenues recognized associated with the revision of transaction prices. The Company typically does not incur any returns, refunds or similar obligations after the completion of the performance obligation since any deficiencies are corrected during the course of performance. Contract assets and liabilities The Company typically invoices customers with payment terms of net due in 30 days . It is also common for contracts in the Company’s industries to specify a general contractor is not required to submit payments to a subcontractor until it has received those funds from the owner or funding source. In most instances, the Company receives payment of invoices between 30 to 90 days from the date of the invoice. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from the Company’s projects when revenues are recognized under the cost-to-cost measure of progress and exceed the amounts invoiced to the Company’s customers, as the amounts cannot be billed under the terms of the Company’s contracts. In addition, many of the Company’s time and material arrangements are billed in arrears pursuant to contract terms, resulting in contract assets being recorded as net revenues are recognized in advance of billings. The Company utilizes the practical expedient under ASC 606 and does not adjust for a significant financing component if the time between payment and the transfer of the related good or service is expected to be one year or less. The Company’s revenue arrangements are typically accounted for under such expedient as payments are within one year of performance for the Company’s services. As of June 30, 2022, none of the Company’s contracts contained a significant financing component. Contract liabilities from the Company’s contracts arise when amounts invoiced to the Company’s customers exceed net revenues recognized under the cost-to-cost measure of progress. Contract liabilities also include advance payments from the Company’s customers on certain contracts. Contract liabilities decrease as the Company recognizes net revenues from the satisfaction of the related performance obligation. Contract assets and contract liabilities are classified as current in the condensed consolidated balance sheets as all amounts are expected to be relieved within one year. The balances of accounts receivable, net of allowances, contract assets and contract liabilities from contracts with customers as of June 30, 2022 and December 31, 2021 are as follows: Accounts Contract Contract Balance as of June 30, 2022 $ 1,232 $ 480 $ 421 Balance as of December 31, 2021 767 217 243 The Company did not recognize significant revenues associated with the final settlement of contract value for any projects completed in prior periods. In accordance with industry practice, accounts receivable includes retentions receivable, a portion of which may not be received within one year. At June 30, 2022 and December 31, 2021, retentions receivable w ere $ 130 an d $ 117 , respectively, while the portions that may not be received within one year were $ 29 and $ 25 , respectively. There were no other significant changes due to business acquisitions or significant changes in estimates of contract progress or transaction price. There were no significant impairments of contract assets recognized during the period. Costs to obtain or fulfill a contract The Company generally does not incur significant incremental costs related to obtaining or fulfilling a contract prior to the start of a project. The Company may incur certain fulfilment costs such as initial design or mobilization costs which are capitalized if: (i) they relate directly to the contract; (ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation under the contract; and (iii) are expected to be recovered through revenues generated under the contract. Such costs, which are amortized over the life of the respective project, were not material for any period presented. |
Goodwill and Intangibles
Goodwill and Intangibles | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | NOTE 7. GOODWILL AND INTANGIBLES Goodwill The following table provides disclosure of goodwill by segment as of June 30, 2022 and December 31, 2021. Prior period balances in this table have been recast to reflect current period presentation, as described in Note 2 - "Basis of Presentation and Significant Accounting Policies," The changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2022 are as follows: Safety Specialty Total Goodwill as of December 31, 2021 $ 925 $ 181 $ 1,106 Acquisitions 1,229 — 1,229 Measurement period adjustments and other (1) ( 109 ) — ( 109 ) Goodwill as of June 30, 2022 $ 2,045 $ 181 $ 2,226 (1) Measurement period adjustments and other includes fluctuations due to foreign currency translation and measurement period adjustments recorded during the six months ended June 30, 2022 related to purchase accounting adjustments for acquisitions completed during the previous twelve months (see Note 4 - "Business Combinations"). Intangibles The Company’s identifiable intangible assets are comprised of the following as of June 30, 2022 and December 31, 2021: June 30, 2022 Weighted Average Gross Accumulated Net Carrying Amortized intangibles: Contractual backlog 0.5 $ 109 $ ( 104 ) $ 5 Customer relationships 11.5 1,605 ( 296 ) 1,309 Trade names and trademarks 13.8 780 ( 66 ) 714 Total $ 2,494 $ ( 466 ) $ 2,028 December 31, 2021 Weighted Average Gross Accumulated Net Carrying Amortized intangibles: Contractual backlog 0.8 $ 101 $ ( 97 ) $ 4 Customer relationships 6.4 859 ( 221 ) 638 Trade names and trademarks 12.7 280 ( 40 ) 240 Total $ 1,240 $ ( 358 ) $ 882 Amortization expense recognized on identifiable intangible assets is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenues $ 4 $ 2 $ 7 $ 3 Selling, general, and administrative expenses 53 30 107 60 Total intangible asset amortization expense $ 57 $ 32 $ 114 $ 63 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 8. FAIR VALUE OF FINANCIAL INSTRUMENTS U.S. GAAP defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. As the basis for evaluating such inputs, a three-tier value hierarchy prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. Recurring fair value measurements The Company’s financial assets and liabilities (adjusted to fair value at least quarterly) are derivative instruments, which are primarily included in other noncurrent liabilities, and contingent consideration, which is primarily included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets. The following tables summarize the fair values and levels within the fair value hierarchy in which the measurements fall for assets and liabilities measured on a recurring basis as of June 30, 2022 and December 31, 2021: Fair Value Measurements at June 30, 2022 Level 1 Level 2 Level 3 Total Financial assets: Derivatives designated as hedge instruments Cash flow hedges - interest rate swaps $ — $ 23 $ — $ 23 Cash flow hedges - cross currency contracts — 18 — 18 Net investment hedges — 33 — 33 Fair value hedges — 38 — 38 Derivatives not designated as hedge instruments Foreign currency contracts — — — — Total $ — $ 112 $ — $ 112 Financial liabilities: Derivatives designated as hedge instruments Cash flow hedges - interest rate swaps $ — $ ( 10 ) $ — $ ( 10 ) Fair value hedges — ( 1 ) — ( 1 ) Derivatives not designated as hedge instruments Foreign currency contracts — — — — Contingent consideration obligations — — ( 4 ) ( 4 ) Total $ — $ ( 11 ) $ ( 4 ) $ ( 15 ) Fair Value Measurements at December 31, 2021 Level 1 Level 2 Level 3 Total Financial assets: Derivatives designated as hedge instruments Cash flow hedges - cross currency swaps $ — $ 6 $ — $ 6 Net investment hedges — 12 — 12 Total $ — $ 18 $ — $ 18 Financial liabilities: Derivatives designated as hedge instruments Cash flow hedges - interest rate swaps $ — $ ( 11 ) $ — $ ( 11 ) Derivatives not designated as hedge instruments Foreign currency contracts — — — — Contingent consideration obligations — — ( 4 ) ( 4 ) Total $ — $ ( 11 ) $ ( 4 ) $ ( 15 ) The Company determines the fair value of its derivative instruments designated as hedge instruments using standard pricing models and market-based assumptions for all inputs such as yield curves and quoted spot and forward exchange rates. Accordingly, the Company’s derivative instruments are classified as Level 2. Contingent consideration obligations The value of the contingent consideration obligations is determined using a probability-weighted discounted cash flow method. This fair value measurement is based on unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. This analysis reflects the contractual terms of the purchase agreements (e.g., potential payment amounts, length of measurement periods, manner of calculating any amounts due) and utilizes assumptions with regard to future cash flows, probabilities of achieving such future cash flows, and a discount rate. Depending on the contractual terms of the purchase agreement, the probability of achieving future cash flows or earnings generally represent the only significant unobservable inputs. The contingent consideration obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. The table below presents a reconciliation of the fair value of the Company’s contingent consideration obligations that use unobservable inputs (Level 3), as well as other information about the contingent consideration obligations: Six Months Ended Balance as of December 31, 2021 $ 4 Issuances — Settlements — Adjustments to fair value — Balance as of June 30, 2022 $ 4 Number of open contingent consideration arrangements at the end of period 3 Maximum potential payout at end of period $ 5 At June 30, 2022, the remaining open contingent consideration arrangements are set to expire at various dates through 2023. Level 3 unobservable inputs were used to calculate the fair value adjustments shown in the table above. The fair value adjustments and the related unobservable inputs were not considered significant for the three and six months ended June 30, 2022. Fair value estimates The following table presents the carrying amount and fair value of the Company’s non-variable interest rate debt (“ 4.125 % Senior Notes,” and " 4.750 % Senior Notes," as defined in Note 12 – “Debt”), including current portion and excluding unamortized debt issuance costs, which 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 carrying values of variable interest rate long-term debt, including current portions and excluding accrued interest, approximate their fair values because of the variable interest rates of these instruments, which generally are reset monthly. June 30, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value 4.125 % Senior Notes $ 350 $ 280 $ 350 $ 348 4.750 % Senior Notes 300 241 300 305 |
Derivatives
Derivatives | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | NOTE 9. 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, interest rates, and net investments in foreign operations. 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. Cash flows from derivatives are classified in the condensed consolidated statements of cash flows in the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships. The Company evaluates hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued. The Company is exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts and interest rate swap agreements. The Company monitors its exposure to credit risk by using credit approvals and credit limits and by selecting major global banks and financial institutions as counterparties. The Company does not enter into derivative transactions for trading purposes, and is not party to any derivatives that require collateral to be posted prior to settlement. Cash flow hedges For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized in current earnings. Interest rate swaps The Company manages its fixed and floating rate debt mix using interest rate swaps. Interest rate swap contracts are used by the Company to separate interest rate risk management from the debt funding decision. The cash paid and received from the settlement of interest rate swaps is included in interest expense in the condensed consolidated statements of operations. The Company elected a method that does not require continuous evaluation of hedge effectiveness. During the second quarter of 2022, the Company entered into an aggr egate $ 400 notional amount of interest rate swaps that exchange a variable rate of interest (LIBOR) for an average fixed rate of interest of approximately 3.46 % ov er the term of the agreements, which mature in January 2028 . These swaps are forward-starting and are effective commencing January 2023. As of June 30, 2022, the Company had $ 1,120 notional amount outstanding in swap agreements, which includes the aggregate $ 400 notional amount of forward-starting swaps, and a 5-year $ 720 notional amount interest rate swap with a maturity date of October 2024. The Company has designated these swaps as cash flow hedges of the interest rate risk attributable to forecasted variable interest (LIBOR) payments. As of June 30, 2022, the weighted average fixed rate of interest on these swaps, excluding the forward-starting swap, was approximately 1.62 %. Th e effective portion of the after tax fair value gains or losses on these swaps is included as a component of accumulated other comprehensive income (loss) ("AOCI"). Variations in the assets and liability balances are primarily driven by changes in the applicable forward yield curves related to LIBOR. The fair value of the effective interest rate swaps designated as hedging instruments was an asset of $ 23 and a liability of $ 11 as of June 30, 2022 and December 31, 2021, respectively. The fair value of the forward-starting interest rate swaps designated as hedging instruments was liability of $ 10 as of June 30, 2022. The Company recorded interest expense of $ 2 and $ 3 during the three months ended June 30, 2022 and 2021, respectively, and $ 4 and $ 5 of interest expense during the six months ended June 30, 2022 and 2021, respectively, related to interest rate swaps. Cross currency 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. These transactions are designated as cash flow hedges. The settlement or extension of these derivatives will result in reclassifications (from AOCI) to earnings in the period during which the hedged transactions affect 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. During 2021, the Company entered into two cross-currency swaps designated as cash flow hedges with gross notional U.S. dollar equivalent amounts of $ 26 and $ 94 with maturity dates of September 2027 and 2030, respectively. The total fair value of the cross-currency hedges was an asset of $ 18 and $ 6 as of June 30, 2022 and December 31, 2021, respectively. The Company recognized income of $ 7 and $ 10 in investment income and other, net, during the three and six months ended June 30, 2022, respectively, and expense of $ 3 and income of less than $ 1 in investment income and other, net, during the three and six months ended June 30, 2021, respectively. Net investment hedges The Company has net investments in foreign subsidiaries subject to changes in foreign currency exchange rates. During 2021, the Company entered into a $ 230 notional foreign currency swap designated as a net investment hedge for a portion of the Company’s net investments in Euro-denominated subsidiaries. Gains and losses resulting from a change in fair value of the net investment hedge are offset by gains and losses on the underlying foreign currency exposure and are included in AOCI in the condensed consolidated balance sheets. During 2021, the Company amended the critical terms of the foreign currency swap by extending the maturity date and modifying the U.S. dollar and Euro coupons. The amended swap was redesignated as a net investment hedge as a result of the amendment, recorded at fair value with changes recorded in AOCI, and the initial net investment hedge was dedesignated. The amended net investment hedge reduces the Company’s interest expense by approximately $ 3 annually and reduces its overall effective interest rate by approximately 24 basis points, and will mature in July 2029. The fair value previously recognized in AOCI related to interest rate movements of the dedesignated swap is being amortized to interest expense on a straight-line basis throug h the third quarter 2029. The Company recorded interest income of $ 1 and $ 2 during the three and six months ended June 30, 2022, respectively. The amount amortized from AOCI into interest expense during the three and six months ended June 30, 2021 was immaterial. The fair value of the foreign currency swaps designated as net investment hedges was an asset of $ 33 and $ 12 as of June 30, 2022 and December 31, 2021, respectively. Fair value hedges The Company has certain intercompany loans subject to changes in foreign currency exchange rates. To hedge these exposures, during the first quarter of 2022, the Company entered into three cross currency swaps each with maturity dates of January 2027. These contracts are designated as fair value hedges with gross notional U.S. dollar equivalents of $ 271 , $ 241 , and $ 209 in GBP, CAD, and EUR, respectively. The Company measures the effectiveness of fair value hedges of anticipated transactions on a spot-to-spot basis. Accordingly, the spot-to-spot change in the derivative fair values are recorded in the condensed consolidated statements of operations and perfectly offset the spot-to-spot change in the underlying intercompany loans, and as such, these hedges are deemed highly effective. The excluded component of the fair values of these derivatives is reported in AOCI within shareholders’ equity in the condensed consolidated balance sheets. Any cash flows associated with these instruments are included in operating activities in the condensed consolidated statements of cash flows. The fair value of these hedges were an asset of $ 38 and a liability of $ 1 as of June 30, 2022, respectively, and are included in other noncurrent liabilities and other assets. The Company recognized income of $ 38 and $ 44 in investment income and other, net, during the three and six months ended June 30, 2022, respectively. Foreign currency contracts The Company used foreign currency contracts, primarily forward foreign currency contracts, to mitigate the foreign currency exposure of certain foreign currency transactions. Fair market value gains or losses on foreign currency contracts not designated as hedging instruments were included in the results of operations and are classified in investment income and other, net in the condensed consolidated statements of operations. Certain of the Company’s derivative transactions are subject to master netting arrangements that allow the Company to net settle contracts with the same counterparties. These arrangements generally do not call for collateral and no cash collateral had been received or pledged related to the underlying derivatives. The Company recognized income of $ 2 and $ 3 in investment income and other, net, during the three and six months ended June 30, 2022, respectively, and an immaterial amount during the three and six months ended June 30, 2021. As of June 30, 2022 and December 31, 2021, foreign currency contracts carried immaterial balances within other non current liabilities and other assets. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 10. PROPERTY AND EQUIPMENT, NET The components of property and equipment as of June 30, 2022 and December 31, 2021 are as follows: Estimated June 30, December 31, Land N/A $ 32 $ 26 Building 39 92 77 Machinery and equipment 1 - 20 280 228 Autos and trucks 4 - 10 117 106 Office equipment 3 - 7 32 26 Leasehold improvements 1 - 15 25 18 Total cost 578 481 Accumulated depreciation ( 190 ) ( 155 ) Property and equipment, net $ 388 $ 326 Depreciation expense related to property and equipment, including finance leases, was $ 19 and $ 20 during the three months ended June 30, 2022 and 2021, respectively, and $ 38 and $ 39 during the six months ended June 30, 2022 and 2021 , respectively. Depreciation expense is included within cost of revenues and selling, general, and administrative expenses in the condensed consolidated statements of operations. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | NOTE 11. LEASES The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. Under ASC 842, Leases a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. The Company leases various facilities, equipment and vehicles from unrelated parties, which are primarily classified and accounted for as operating leases. The facility leases are primarily for office space with initial terms extending up to 10 years. The equipment leases are primarily related to heavy equipment utilized in the completion of construction jobs, and the terms of the agreements range from 1 to 7 years. Vehicle leases have a minimum lease term ranging from 1 to 7 years. Some leases include one or more options to renew, generally at the Company’s sole discretion, with renewal terms that can extend the lease term from 1 to 12 years or more. In addition, certain leases contain termination options, where the rights to terminate are held by either the Company, the lessor, or both parties. These options to extend or terminate a lease are included in the lease terms when it is reasonably certain that the Company will exercise that option. The Company’s leases generally do not contain any material restrictive covenants. See the table below for information pertaining to the effects of recently acquired leases as updated from the discussion in the Company’s 2021 audited consolidated financial statements included in the Company’s Form 10-K filed on March 1, 2022. There were no other material impacts to the lease disclosures contained in the Company's Form 10-K. The future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities recognized on the condensed consolidated balance sheets as of June 30, 2022 is as follows: Operating Finance Total Remainder of 2022 $ 35 $ 2 $ 37 2023 61 4 65 2024 44 3 47 2025 31 3 34 2026 20 1 21 2027 15 1 16 Thereafter 40 — 40 Total lease payments $ 246 $ 14 $ 260 Less imputed interest ( 23 ) ( 1 ) ( 24 ) Total present value of lease liabilities $ 223 $ 13 $ 236 Operating and finance leases - current $ 60 $ 4 $ 64 Operating and finance leases - non-current 163 9 172 Total present value of lease liabilities $ 223 $ 13 $ 236 Supplemental condensed consolidated balance sheets information related to leases is as follows: June 30, December 31, Weighted-average remaining lease term: Operating leases 5.6 years 6.0 years Finance leases 3.4 years 2.8 years Weighted-average discount rate: Operating leases 3.1 % 3.4 % Finance leases 3.0 % 2.3 % |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 12. DEBT Debt obligations consist of the following: Maturity Date June 30, December 31, Term loan facility 2019 Term Loan October 1, 2026 $ 1,127 $ 1,140 Revolving Credit Facility October 1, 2026 — — 2021 Term Loan January 3, 2029 1,085 — Senior notes 4.125 % Senior Notes July 15, 2029 350 350 4.750 % Senior Notes October 15, 2029 300 300 Other obligations 3 1 Total debt obligations 2,865 1,791 Less: unamortized deferred financing costs ( 48 ) ( 24 ) Total debt, net of deferred financing costs 2,817 1,767 Less: short-term and current portion of long-term debt ( 3 ) ( 1 ) Long-term debt, less current portion $ 2,814 $ 1,766 Term loan facility As of June 30, 2022, the Company had $ 1,127 of principal outstanding under the 2019 Term Loan. During the six months ended June 30, 2022, the Company made payments of $ 13 on the 2019 Term Loan. As of June 30, 2022 , the Company had a 5-year interest rate swap with respect to $ 720 of notional value of the 2019 Term Loan, exchanging one-month LIBOR for a fixed rate of 1.62 % per annum. Accordingly, the Company's fixed interest rate per annum on the swapped $ 720 notional value of the 2019 Term Loan is 4.12 % through its maturity. The re maining $ 407 of the 2019 Term Loan balance will bear interest at 4.16 % per annum based on one-month LIBOR plus 250 basis points, but the rate will fluctuate as LIBOR fluctuates . Refer to Note 9 - "Derivatives" for additional information. The Company completed an amendment to its credit agreement during the first quarter of 2022 ("2022 Incremental Amendment") and entered into an incremental $ 1,100 term loan ("2021 Term Loan"), with a maturity date of January 3, 2029 . The interest rate applicable to the 2021 Term Loan is, at the Company's option, either (1) a base rate plus an applicable margin equal to 1.75 % or (2) Stock Eurocurrency rate (adjusted for statutory reserves) plus an applicable margin equal to 2.75 %. The 2021 Term Loan balance will bear interest at 4.42 % per annum based on one-month LIBOR plus 275 basis points, but the rate will fluctuate as LIBOR fluctuates. During the six months ended June 30, 2022, the Company made paymen ts of $ 15 on the 2021 Term Loan. Under the 2022 Incremental Amendment, the Company increased the revolving credit facility capacity by an additional aggregate principal amount of $ 200 to $ 500 and extended the maturity date to 2026 . The interest rate applicable to borrowings under the $ 500 five-year senior secured revolving credit facility (the “Revolving Credit Facility”) is, at the Company’s option, either (1) a base rate plus an applicable margin equal to 1.25 %, or (2) a Eurocurrency rate (adjusted for statutory reserves) plus an applicable margin equal to 2.25 %. At June 30, 2022 and December 31, 2021 , the Company had no amounts outstanding under the Revolving Credit Facility, a n d $ 443 and $ 227 was available at June 30, 2022 and December 31, 2021, respectively, after giving effect t o $ 57 an d $ 73 of outstanding letters of credit . As of June 30, 2022 and December 31, 2021, the Company was in compliance with all applicable debt covenants. Information related to 2021 issuances and extinguishments of long-term debt are described in Note 11 - "Debt" in the Company’s 2021 Annual Report on Form 10-K. Senior notes 4.125 % Senior Notes During 2021, the Company completed a private offering of $ 350 aggregate principal amount of 4.125 % Senior Notes (“ 4.125 % Senior Notes”) issued under an indenture dated June 22, 2021. The 4.125 % Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company’s subsidiaries. The Company used the net proceeds from the sale of the 4.125 % Senior Notes to prepay a portion of the 2019 Term Loan, repay a previously outstanding term loan of $ 250 , and fund general corporate purposes. 4.750 % Senior Notes During 2021, the Company completed a private offering of $ 300 aggregate principal amount of 4.750 % Senior Notes due 2029 (the " 4.750 % Senior Notes") issued under an indenture dated October 21, 2021, as supplemented by a supplemental indenture dated January 3, 2022. The gross proceeds from the offering were held in an escrow account as of December 31, 2021 and classified within restricted cash on the condensed consolidated balance sheets. Upon closing of the Chubb Acquisition, the funds were released from escrow and at that time the 4.750 % Senior Notes were fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company's subsidiaries. The Company was in compliance with all covenants contained in the indentures for the 4.125 % Senior Notes and 4.750 % Senior Notes as of June 30, 2022 and December 31, 2021. Other obligations As of June 30, 2022 and December 31, 2021, the Company had $ 3 a nd $ 1 in notes outstanding, respectively, for the acquisition of equipment and vehicles. Approximate annual maturities, excluding amortization of debt issuance costs, of the Company's financing arrangements for the periods subsequent to June 30, 2022 are as follows: Remainder of 2022 $ 2 2023 7 2024 11 2025 11 2026 1,138 2027 11 Thereafter 1,685 Total $ 2,865 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income Taxes The Company’s quarterly income tax provision (benefit) is measured using an estimate of its consolidated annual effective tax rate, adjusted in the current period for discrete income tax items, within the periods presented. The comparison of the Company’s income tax provision (benefit) between periods may be impacted by the level and mix of ea rnings and losses by tax jurisdiction, foreign income tax rate differentials and discrete items. The Company’s effective tax rate was 31.8 % and 28.9 % for the three months ended June 30, 2022 and 2021 , respectively, and ( 11.3 %) an d 17.0 % for the six months ended June 30, 2022 and 2021 , respectively. The difference between the effective tax rate and the statutory U.S. Federal income tax rate of 21.0 % for the six months ended June 30, 2022 and 2021 is due to nondeductible permanent items, state taxes, and the reversal of the Company’s indefinite reinvestment assertion. As of June 30, 2022, the Company’s deferred tax assets included a valuation allowan ce of $ 101 prima rily related to certain deferred tax assets of the Company’s foreign subsidiaries and a capital loss carryforward in the U.S. The factors used to assess the likelihood of realization were the past performance of the related entities, forecasts of future taxable income, future reversals of existing taxable temporary differences, and available tax planning strategies that could be implemented to realize the deferred tax assets. The ability or failure to achieve the forecasted taxable income in these entities could affect the ultimate realization of deferred tax assets. As of June 30, 2022, the Company had gross federal, state, and foreign net operating loss carryforwards of approxim ately $ 0 , $ 32 and $ 86 , respectiv ely. The state net operating losses have carryforward periods of five to twenty years and begin to expire in 2027 . The foreign net operating losses generally have carryback periods of three years , carryforward periods of twenty years , or are indefinite, and begin to expire in 2036 . The Company’s liability for unrecognized tax benefits is recorded within other non-current liabilities in the condensed consolidated balance sheets and recognizes interest and penalties accrued related to unrecognized tax benefits in the provision for income taxes in the condensed consolidated statements of operations. As of June 30, 2022 and December 31, 2021 , the total gross unrecognized tax benefits were $ 2 and $ 2 , respectively. The Company had accrued gross interest and penalties as of June 30, 2022 and December 31, 2021 of $ 0 and $ 1 , respectively. During the three and six months ended June 30, 2022 and 2021 , the Company recognized net interest expense of less than $ 1 for all periods. If all of the Company’s unrecognized tax benefits as of June 30, 2022 were recogni zed, $ 2 would impact the Company’s effective tax rate. The Company expects $ 1 of unrecognized tax benefits to expire in the next twe lve months due to lapses in the statute of limitations. As of June 30, 2022, with few exceptions, neither the Company nor its subsidiaries are subject to examination prior to tax year 2014. There are various other audits in state and foreign jurisdictions. No adjustments have been proposed and the Company does not expect the results of the audits to have a material impact on the consolidated financial statements. On December 27, 2020, the Consolidated Appropriations Act was signed into law, which included a temporary provision that allows for a 100 percent deduction for business meals expenses purchased from a restaurant between December 31, 2020 and January 1, 2023. The tax law changes in the Consolidated Appropriations Act did not have a material impact on the Company’s quarterly income tax provision. |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note 14. Employee Benefit Plans Multiemployer pension plans Certain Company subsidiaries, including certain subsidiaries in Canada, contribute amounts to multiemployer pension plans and other multiemployer benefit plans and trusts, which are recorded as a component of employee wages and salaries within costs of revenues. Contributions are generally based on fixed amounts per hour per employee for employees covered under these plans. Multiemployer plan contribution rates are determined annually and assessed on a pay-as-you-go basis based on union employee payrolls. Union payrolls cannot be determined for future periods because the number of union employees employed at a given time, and the plans in which they participate, vary depending upon the location and number of ongoing projects and the need for union resources in connection with those projects. Total consolidated contributions to multiemployer plans were $ 27 and $ 24 during the three months ended June 30, 2022 and 2021, respectively, and $ 51 an d $ 43 during the six months ended June 30, 2022 and 2021, respectively. Defined benefit pension plans The Company assumed both funded and unfunded foreign defined benefit pension plans that cover a portion of the Company's employees, and the largest plans are closed to new participants. Refer to Note 15 - "Pension" for more information on these plans. Profit sharing plans The Company has a trustee-administered profit sharing retirement plan covering substantially all of the Company's employees in the U.S. not covered by collective bargaining agreements and also adopted a profit sharing plan for employees in Canada (collectively, “Profit Sharing Plans”). The Profit Sharing Plans provide for annual discretionary con tributions in amounts based on a performance grid as determined by the Company’s directors. In connection with these plans, the Company recognized $ 4 in expense during both the three months ended June 30, 2022 and 2021 , and $ 6 an d $ 7 in expense during the six months ended June 30, 2022 and 2021, 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 th e ESPP. The Company recognized $ 1 of expense during both the three months ended June 30, 2022 and 2021 , and $ 2 of expense during both the six months ended June 30, 2022 and 2021. Post-retirement benefit plans As part of the Chubb Acquisition, the Company assumed an unfunded post-retirement benefit plan that provides life benefits to certain eligible retirees in Canada. As of June 30, 2022, the benefit obligation w as $ 4 . The PBO discount rate was 3.0 % a t June 30, 2022. Benefit payments, including amounts to be paid from corporate assets, and reflecting expected future service, as appropriate, are expected to be less than $ 1 for 2023 through 2028 , and thereafter. |
Pension
Pension | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Pension | Note 15. PENSION The Company sponsors both funded and unfunded foreign defined benefit pension plans that cover a portion the Company's employees, and the largest plans are closed to new participants. The Company assumed the pension plans as part of the Chubb Acquisition on January 3, 2022, therefore, the plans used a January 3, 2022 measurement date to determine the Company's preliminary valuation of the pension plans in the purchase price allocation. Guidance under the Financial Accounting Standards Board ("FASB") ASC Topic 715: Compensation – Retirement Benefits requires balance sheet recognition of the overfunded or underfunded status of pension and postretirement benefit plans. Under this guidance, actuarial gains and losses, prior service costs or credits, and any remaining transition assets or obligations that have not been recognized under previous accounting standards must be recognized in other comprehensive income (loss), net of tax effects, until they are amortized as a component of net periodic benefit cost. Pension and post-retirement obligation balances and related costs reflected within the condensed consolidated balance sheets include costs directly attributable to plans dedicated to the Company. January 3, 2022 Plan assets $ 2,615 January 3, 2022 Projected benefit obligation ("PBO") funded status Fair value of plan assets $ 2,615 Benefit obligations ( 2,041 ) Funded status of plans $ 574 Supplemental condensed consolidated balance sheets information related to pension is as follows: January 3, 2022 Pension and post-retirement benefits $ 626 Other accrued liabilities — Other noncurrent liabilities ( 52 ) Net amount recognized $ 574 Information for pension plans with accumulated benefit obligations in excess of plan assets: January 3, 2022 PBO $ 78 Accumulated benefit obligation 64 Fair value of plan assets 26 Information for pension plans with projected benefit obligations in excess of plan assets: January 3, 2022 PBO $ 78 Accumulated benefit obligation 64 Fair value of plan assets 26 The components of the net periodic pension benefit for the defined benefit pension plans are as follows: Three Months Ended Six Months Ended Service cost $ 4 $ 6 Interest cost 8 17 Expected return on plan assets ( 18 ) ( 38 ) Net periodic pension benefit $ ( 6 ) $ ( 15 ) Major assumptions used in determining the benefit obligation and net periodic benefit cost for pension plans are presented in the following table as weighted averages: Three and Six Months Ended June 30, 2022 Benefit Obligation Net Periodic Discount rates: PBO 1.9 % 1.9 % Interest cost — 1.7 % Service cost — 2.2 % Salary scale 2.9 % 2.9 % Expected return on plan assets — 3.1 % Non-U.S. pension plan assets are typically managed by decentralized fiduciary committees. The disclosure below of asset categories is presented in aggregate for 12 defined benefit plans in 7 countries; however, there is variation in asset allocation policy from country to country. Local regulations, local funding rules, and local financial and tax considerations are part of the funding and investment allocation process in each country. Each plan has its own strategic asset allocation. The asset allocations are reviewed periodically and rebalanced when necessary. The fair value of the pension plan assets by asset category are as follows: Quoted Prices in Significant Significant Active Markets for Observable Unobservable Not Identical Assets Inputs Inputs Subject to Asset Category Level 1 Level 2 Level 3 Leveling Total Public equities: Global equity funds at net asset value 1 $ — $ — $ — $ 238 $ 238 Fixed income securities: Governments — 1,608 — 69 1,677 Corporate bonds — 638 — — 638 Fixed income securities 1 — — — 106 106 Real estate 1,2 — — — 11 11 Other 1,3 — ( 212 ) — 59 ( 153 ) Cash & cash equivalents 1,4 — 33 — 65 98 Subtotal $ — $ 2,067 $ — $ 548 $ 2,615 Other assets & liabilities 5 — Total at January 3, 2022 $ 2,615 (1) In accordance with ASU 2015-07 Fair Value Measurement (Topic 820) certain investments that are measured at fair value using net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented for the total pension assets. (2) Represents investments in real estate, including commingled funds and directly held properties. (3) Represents insurance contracts and global risk balanced commingled funds consisting mainly of equity, bonds and some commodities. (4) Represents short-term commercial paper, bonds, and other cash or cash-like investments. (5) Represents trust receivables and payables that are not leveled. Derivatives in the plan are primarily used to manage risk and gain asset class exposure while still maintaining liquidity. Derivative instruments mainly consist of equity futures, interest rate futures, interest rate swaps and currency forward contracts. The plans review assets at least quarterly to ensure they are within the targeted asset allocation ranges and, if necessary, asset balances are adjusted back within target allocations. The plans generally employ a broadly diversified investment manager structure that includes diversification by active and passive management, style, capitalization, country, sector, industry and number of investment managers. Quoted market prices are used to value investments when available. Investments in securities traded on exchanges, including listed futures and options, are valued at the last reported sale prices on the last business day of the year or, if not available, the last reported bid prices. Fixed income securities are primarily measured using a market approach pricing methodology, where observable prices are obtained by market transactions involving identical or comparable securities of issuers with similar credit ratings. Mortgages have been valued on the basis of their future principal and interest payments discounted at prevailing interest rates for similar investments. Investment contracts are valued at fair value by discounting the related cash flows based on current yields of similar instruments with comparable durations. Real estate investments are valued on a quarterly basis using discounted cash flow models which consider long-term lease estimates, future rental receipts and estimated residual values. Valuation estimates are supplemented by third-party appraisals on an annual basis. Over-the-counter securities and government obligations are valued at the bid prices or the average of the bid and ask prices on the last business day of the year from published sources or, if not available, from other sources considered reliable, generally broker quotes. Temporary cash investments are stated at cost, which approximates fair value. The Company expects to make total contributions of approxim ately $ 33 t o the global defined benefit pension plans in 2022, of which a one-time contribution of $ 27 was made during the first quarter of 2022. Contributions do not reflect benefits to be paid directly from corporate assets. Benefit payments, including amounts to be paid from the plans and corporate assets, and reflecting expected future service, as appropriate, are expected to be paid as follows: $ 94 in 2022, $ 94 in 2023, $ 95 in 2024, $ 96 in 2025, $ 95 in 2026, and $ 502 from 2027 through 2030. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 16. Related-Party Transactions Annual dividends for Series A Preferred Stock were declared as of December 31, 2021 and settled in shares during January 2022. The Company issued 7,539,697 shares in January 2022 to Mariposa Acquisition IV, LLC, a related entity that is controlled by a co-chair of the Company’s Board of Directors. In addition, the Company incurred advisory fees of $ 1 during the three months ended June 30, 2022 and 2021 , and $ 2 during the six months ended June 30, 2022 and 2021, payable to Mariposa Capital, LLC, an entity owned by a co-chair of the Company’s Board of Directors. On January 3, 2022, the Company issued and sold 800,000 shares of the Company’s 5.5 % Series B Perpetual 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 . The Company has entered into sales contracts with Royal Oak Enterprises, an entity controlled by a co-chair of the Company's Board of Directors, and record ed $ 2 and $ 5 in net revenues for the three and six months ended June 30, 2022, respectively, and as of June 30, 2022 had $ 3 in accounts receivable, net of allowances. From time to time, the Company also enters into other immaterial related party transactions. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 17. Commitments and contingencies The Company is unable to predict the final outcome of the following matters based on the information currently available except otherwise noted. However, the Company does not believe that the resolution of any of these matters will have a material adverse effect upon the Company's results of operations, cash flows, or financial condition. Environmental and asset retirement obligations The Company's operations are subject to environmental regulation by various authorities. The Company has accrued for the costs of environmental remediation activities, including but not limited to, investigatory, remediation, operating and maintenance costs and performance guarantees, and periodically reassess these amounts. Management believes that the likelihood of incurring losses materially in excess of the amounts accrued is remote. The Company has recorded the fair value associated with the retirement of these obligations. Over time, the liability is increased for changes in its present value and the capitalized cost is depreciated over the useful life of the related asset. The outstanding liability for these obligations was $ 20 and $ 6 , and was included in other noncurrent liabilities as of June 30, 2022 and December 31, 2021, respectively. Legal proceedings From time to time, the Company is subject to workmanship warranty, casualty, negligence, construction defect, breach of contract, product liability, and other claims and legal proceedings in the ordinary course of business relating to the products the Company installs that, if adversely determined, could adversely affect the Company's consolidated financial condition, results of operations and cash flows. The Company does not believe that the ultimate resolution of these matters will have a material adverse effect on the Company's business, financial condition, results of operations or liquidity. |
Shareholders' Equity and Redeem
Shareholders' Equity and Redeemable Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Equity and Redeemable Convertible Preferred Stock | NOTE 18. SHAREHOLDERS’ EQUITY and redeemable convertible preferred stock Shareholders' equity Series A Preferred Stock The Company has 4,000,000 shares of Series A Preferred Stock issued and outstanding as of June 30, 2022 ("Series A Preferred Stock"). The Series A Preferred Stock will be automatically converted into shares of common stock on a one for one basis upon the last day of 2026. The holders of the Series A Preferred Stock are entitled to receive an annual dividend in the form of common stock or cash, at the Company’s sole option based on the increase in the market price of the Company’s common stock. Stock Repurchases The Company is authorized to purchase up to an aggregate of $ 250 of shares of the Company’s common stock pursuant to the stock repurchase program ("SRP"), which will expire on February 29, 2024 unless otherwise modified or terminated by the Company's Board of Directors . The SRP authorizes open market, private, and accelerated share repurchase transactions. Dur ing the three months ended June 30, 2022, the Company repurchased 681,329 shares of common stock for approxima tely $ 11 . Dur ing the six months ended June 30, 2022, the Company repurchased 1,212,760 shares of common stock for approxima tely $ 22 . As of June 30, 2022, the Company had approximat ely $ 228 of authorized repurchases remaining under the SRP. Redeemable Convertible Preferred Stock Series B Preferred Stock During the first quarter of 2022, the Company authorized, issued, and sold, for an aggregate purchase price of $ 800 , 800,000 shares of the Company’s 5.5 % Series B Preferred Stock, par value $ 0.0001 per share. The holders of the Series B Preferred Stock are entitled to dividends at the rate of 5.5 % per annum, payable in cash or the Company’s common stock, at the Company's election. The Series B Preferred Stock ranks senior to the Company's common stock and Series A Preferred Stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Company. The Series B Preferred Stock is classified as redeemable convertible preferred stock on the condensed consolidated balance sheets due to a provision that a change in control or de-listing of the Company could require the Company to redeem the Series B Preferred Stock for cash at the election of the holder. The Series B Preferred Stock is convertible, at the holder’s option, into shares of the Company’s common stock at a conversion price equal to $ 24.60 per share, subject to certain customary adjustments. The holders of Series B Preferred Stock have certain other rights including voting rights on an as converted basis, certain pre-emptive rights on private equity offerings by the Company, certain registration rights, and, in the case of certain holders, certain director designation rights, as provided in the certificate of designation governing the Series B Preferred Stock. The Company may, at its option, effect conversion of the outstanding shares of Series B Preferred Stock to common stock, but only if the volume-weighted average price of the Company's common stock exceeds $ 36.90 per share for 15 consecutive trading days. Dividends The holders of Series B Preferred Stock are entitled to receive cumulative dividends at a rate of 5.5 % as and when declared by the board of directors, prior and in preference to any declaration or payment of any dividend on the Company's common stock and Series A Preferred Stock. Series B Preferred Stock dividends are cumulative and accrued quarterly, in cash or in common stock, based on an annual 5.5 % dividend rate. The Company declared a Series B Preferred Stock dividend and issued $ 11 or 686,455 shares of common stoc k and $ 22 or 1,205,924 s hares of common stock during the three and six months ended June 30, 2022, respectively. If regular dividends are to be paid in shares of common stock, then each holder shall be entitled to receive such number of whole shares of common stock as is determined by dividing the pro rata amount of regular dividends to which a holder is entitled by the average price per share of common stock over the dividend determination period from dividend notice until the payment date. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 19. Share-based compensation The Company maintains a 2019 Equity Incentive Plan (the “2019 Plan”), which allows for grants of share-based awards. The Company has issued Time-Based Restricted Stock Units ("RSUs"), Performance-Based Restricted Stock Units with EBITDA-based performance conditions (“PSUs”), and Performance-Based Restricted Stock Units with share-price targets ("MSUs"), which are all generally subject to forfeiture if employment terminates prior to vesting. Forfeitures are estimated and recorded using historical forfeiture rates. During the six months ended June 30, 2022, the Company awarded new RSUs, PSUs, and MSUs, detailed below. Time-Based Restricted Stock Units The RSUs entitle recipients to shares of the Company’s common stock and primarily vest in equal installments over a three-year service period from date of grant. The RSUs granted to the Company’s recipients vest ratably over the service period, generally on the anniversary date of their grant date. During the six months ended June 30, 2022, the Company granted 473,515 RSUs at a weighted average grant-date fair value of $ 19.52 per share. A total of 207,145 shares vested at a weighted average fair value of $ 13.73 per share during the six months ended June 30, 2022. Performance-Based Restricted Stock Units EBITDA-based The PSUs entitle the recipient to shares of the Company's common stock if specified performan ce conditions are achieved. During the six months ended June 30, 2022, the Company approved and granted PSUs with EBITDA-based financial performance conditions. PSUs vest, if at all, following a 3 year performance period. If the performance conditions are not met, no compensation cost is recognized and any recognized compensation cost is reversed. During the six months ended June 30, 2022, the Company granted 545,122 PSUs at a weighted-average grant date fair value of $ 20.77 . Market-based The MSUs entitle the recipient to shares of the Company's common stock if specified market conditions are achieved. During the six months ended June 30, 2022, the Company approved a nd granted 444,926 MSUs with certain share-price targets. Total MSUs granted during the six months ended June 30, 2022 had a weighted-average grant date fair value of $ 16.31 . The MSUs will vest 100 %, if at all, on the later of March 9, 2025, the third anniversary of the grant date, and the date that such performance condition is satisfied (but no later than March 9, 2027). For awards subject to a market condition, the grant-date fair value is estimated using a Monte Carlo valuation model. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not, and stock-based compensation expense for any such awards is not reversed if vesting does not actually occur. The Monte Carlo model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Expected volatility is calculated based on the historical volatility and implied volatility of the Company's common stock, and the risk-free interest rate is based on U.S. Treasury yield curve rates with maturities consistent with the three-year vesting period. The key assumptions used in valuing these market-based awards were as follows: Risk-free interest rate 1.85 % Dividend yield — Expected volatility 45 % The Company recognized compensation expense of $ 4 an d $ 2 d uring the three months ended June 30, 2022 and 2021, respectively, an d $ 7 and $ 4 durin g the six months ended June 30, 2022 and 2021, respectively, for the RSUs, PSUs, and MSUs in total. Total unrecognized compensation related to unvested RSUs, PSUs and MSUs as of June 30, 2022 was approximat ely $ 34 , w hich is expected to be recognized over a weighted average period of appro ximately 1.0 years, 2.0 years, and 2.7 years, re spectively. The Company's actual tax benefits realized from the tax deductions related to the vesting of RSUs for the three and six months ended June 30, 2022 was less than $ 1 and $ 2 , respe ctively. The Company's actual tax benefits realized from the tax deductions related to the vesting of RSUs for the three and six months ended June 30, 2021 was less than $ 1 and $ 1 , respectively . |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Note 20. Earnings (Loss) Per Share Net income is allocated between the Company’s common shares and other participating securities based on their participation rights. The Series A Preferred Stock and Series B Preferred Stock represent participating securities. Earnings attributable to Series A Preferred Stock and Series B Preferred Stock are not included in earnings attributable to common shares in calculating earnings per common share (the two-class method). For periods of net loss, there is no impact from the two-class method on earnings (loss) per share (“EPS”) as net loss is allocated to common shares because Series A Preferred Stock and Series B Preferred Stock are not contractually obligated to share the loss. The following table sets forth the computation of earnings (loss) per common share using the two-class method. The dilutive effect of outstanding Series A Preferred Stock, the Series B Preferred Stock, the Series A Preferred Stock dividend, and the Series B Preferred Stock Dividend is reflected in diluted EPS using the if-converted method, and options, and restricted and performance shares are reflected using the treasury stock method. For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Series A Preferred Stock, Series B Preferred Stock, restricted and performance shares, and stock options are anti-dilutive (amounts in millions, except share and per share amounts): Three Months Ended Six Months Ended 2022 2021 2022 2021 Basic earnings (loss) per common share: Net income (loss) $ 30 $ 21 $ 23 $ 13 Less income attributable to Series A Preferred Stock ( 2 ) ( 3 ) — ( 2 ) Less income attributable to Series B Preferred Stock ( 2 ) — — Less stock dividend attributable to Series B Preferred Stock ( 11 ) — ( 22 ) — Net income (loss) attributable to common shareholders - basic $ 15 $ 18 $ 1 $ 11 Weighted average shares outstanding - basic (1) 233,104,873 201,281,939 232,670,986 196,782,691 Income (loss) per common share - basic $ 0.06 $ 0.09 $ 0.01 $ 0.06 Diluted earnings (loss) per common share: Net income (loss) $ 30 $ 21 $ 23 $ 13 Less income attributable to Series A Preferred Stock ( 2 ) ( 3 ) — ( 2 ) Less income attributable to Series B Preferred Stock — — — Less stock dividend attributable to Series B Preferred Stock ( 11 ) — ( 22 ) — Net income (loss) attributable to common shareholders - diluted $ 17 $ 18 $ 1 $ 11 Weighted average shares outstanding - basic 233,104,873 201,281,939 232,670,986 196,782,691 Dilutive securities: RSUs, PSUs, and stock options (1) 297,797 660,735 367,863 2,302,651 Shares issuable upon conversion of Series B Preferred Stock 32,520,000 — 32,520,000 — Shares issuable pursuant to the annual Series A Preferred Stock dividend (2) — 4,435,765 — 3,409,844 Weighted average shares outstanding - diluted 265,922,670 206,378,439 265,558,849 202,495,186 Income (loss) per common share - diluted $ 0.06 $ 0.09 $ 0.01 $ 0.06 (1) For all periods presented, 4,000,000 shares of Series A Preferred Stock, which are convertible to the same number of common shares, have been excluded from the calculation of diluted shares, as their inclusion would be anti-dilutive. (2) For the three and six months ended June 30, 2021, dilutive securities include common share equivalents which represent the annual dividend, payable in common shares, that Series A Preferred Shares would be entitled to receive assuming that the volume weighted average price of the Company’s common shares for the last ten trading days of the period would be the same average price during the last ten trading days of the calendar year. The holders of the Series A Preferred Stock are entitled to receive an annual dividend based on the increase in the market price of the Company’s common stock (the "Annual Dividend Amount"). The Annual Dividend Amount is equal to 20 % of the increase in the volume-weighted average market price per share of the Company’s common shares for the last ten trading days of the calendar year, multiplied by 141,194,638 shares. During 2021, the Annual Dividend Amount was calculated based on the appreciation of the Company’s share price over the highest previously used share price of $ 17.8829 . |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Note 21. SEgment information The Company has combined the leadership responsibility and full accountability for two of its operating segments. As a result, beginning in 2022, the information for the legacy Industrial Services segment was combined with the legacy Specialty Services segment to form a new operating and reportable segment called Specialty Services. Accordingly, the Company presents financial information for the Safety Services and Specialty Services segments, the two operating segments and also the reportable segments. Refer to Note 2 - "Basis of Presentation and Significant Accounting Policies" for more information. The information in the tables below has been retroactively adjusted to reflect these changes in reporting segments. The Company manages its operations under two operating segments which represent the Company’s two reportable segments: Safety Services and Specialty Services. This structure is generally focused on various businesses related to contracting services and maintenance of industrial and commercial facilities. Both reportable segments derive their revenues from installation, inspection, maintenance, service and repair, retrofitting and upgrading, engineering and design, distribution, fabrication, and various types of other services in approximately 20 countries. The Safety Services segment focuses on end-to-end integrated occupancy systems (fire protection solutions, HVAC and entry systems), including design, installation, inspection and service of these integrated systems. The work performed within this segment spans across industries and facilities and includes commercial, education, healthcare, high tech, industrial and special-hazard settings. The Specialty Services segment provides a variety of infrastructure services and specialized industrial plant services, which includes maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer and telecommunications infrastructure. This segment’s services include engineering and design, fabrication, installation, maintenance service and repair, retrofitting and upgrading, pipeline infrastructure, access and road construction, supporting facilities, and performing ongoing integrity management and maintenance to customers within the energy industry. Customers within this segment vary from private and public utilities, communications, healthcare, education, transportation, manufacturing, industrial plants and governmental agencies throughout North America. The accounting policies of the reportable segments are the same as those described in Note 2 – “Basis of Presentation and Significant Accounting Policies.” All intercompany transactions and balances are eliminated in consolidation. Intercompany revenues and costs between entities within a reportable segment are eliminated to arrive at segment totals and eliminations between segments are separately presented. Corporate results include amounts related to corporate functions such as administrative costs, professional fees, acquisition-related transaction costs (exclusive of acquisition integration costs, which are included within the segment results of the acquired businesses), and other discrete items. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is the measure of profitability used by management to manage its segments and, accordingly, in its segment reporting. As appropriate, the Company supplements the reporting of consolidated financial information determined in accordance with U.S. GAAP with certain non-U.S. GAAP financial measures, including EBITDA. The Company believes these non-U.S. GAAP measures provide meaningful information and help investors understand the Company’s financial results and assess its prospects for future performance. The Company uses EBITDA to evaluate its performance, both internally and as compared with its peers, because it excludes certain items that may not be indicative of the Company’s core operating results for its reportable segments. Segment EBITDA is calculated in a manner consistent with consolidated EBITDA. Summarized financial information for the Company’s reportable segments is presented and reconciled to consolidated financial information in the following tables, including a reconciliation of consolidated operating income (loss) to EBITDA. The tables below may contain slight summation differences due to rounding: Three Months Ended June 30, 2022 Safety Specialty Corporate and Consolidated Net revenues $ 1,146 $ 518 $ ( 15 ) $ 1,649 EBITDA Reconciliation Operating income (loss) $ 63 $ 32 $ ( 36 ) $ 59 Plus: Investment income and other, net 1 2 ( 1 ) 2 Non-service pension benefit 11 — — 11 Depreciation 5 11 3 19 Amortization 41 15 1 57 EBITDA $ 121 $ 60 $ ( 33 ) $ 148 Total assets $ 6,156 $ 1,305 $ 593 $ 8,054 Capital expenditures 5 15 2 22 Three Months Ended June 30, 2021 Safety Specialty Corporate and Consolidated Net revenues $ 512 $ 476 $ ( 10 ) $ 978 EBITDA Reconciliation Operating income (loss) $ 52 $ 24 $ ( 29 ) $ 47 Plus: Investment income and other, net 2 3 1 6 Loss on extinguishment of debt — — ( 9 ) ( 9 ) Depreciation 1 17 2 20 Amortization 18 14 — 32 EBITDA $ 73 $ 58 $ ( 35 ) $ 96 Total assets $ 2,141 $ 1,285 $ 817 $ 4,243 Capital expenditures 1 15 — 16 Six Months Ended June 30, 2022 Safety Specialty Corporate and Consolidated Net revenues $ 2,220 $ 930 $ ( 30 ) $ 3,120 EBITDA Reconciliation Operating income (loss) $ 126 $ 25 $ ( 99 ) $ 52 Plus: Investment income and other, net 1 3 ( 2 ) 2 Non-service pension benefit 22 — — 22 Depreciation 12 23 3 38 Amortization 83 29 2 114 EBITDA $ 244 $ 80 $ ( 96 ) $ 228 Total assets $ 6,156 $ 1,305 $ 593 $ 8,054 Capital expenditures 11 21 2 34 Six Months Ended June 30, 2021 Safety Specialty Corporate and Consolidated Net revenues $ 978 $ 820 $ ( 17 ) $ 1,781 EBITDA Reconciliation Operating income (loss) $ 97 $ 6 $ ( 58 ) $ 45 Plus: Investment income and other, net 5 4 — 9 Loss on extinguishment of debt — — ( 9 ) ( 9 ) Depreciation 3 33 3 39 Amortization 33 29 1 63 EBITDA $ 138 $ 72 $ ( 63 ) $ 147 Total assets $ 2,141 $ 1,285 $ 817 $ 4,243 Capital expenditures 2 32 — 34 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation The accompanying interim unaudited condensed consolidated financial statements (the “Interim Statements”) include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. These Interim Statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete financial statements. The condensed consolidated balance sheets as of December 31, 2021 were derived from audited financial statements for the year then ended but do not include all of the information and footnotes required by U.S. GAAP with respect to annual financial statements. In the opinion of management, the Interim Statements include all adjustments (including normal recurring accruals) necessary for a fair presentation of the Company’s consolidated financial position, results of operations and cash flows for the dates and periods presented. The Company revised its Condensed Consolidated Statements of Shareholders’ Equity for the three-month period ended March 31, 2022 to reclassify the Series B Preferred Stock dividend from Accumulated Deficit to Additional Paid-In Capital. It is recommended that these Interim Statements be read in conjunction with the Company’s audited annual consolidated financial statements and accompanying footnotes thereto for the year ended December 31, 2021 . Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period. |
Resegmentation | Resegmentation The Company has combined the leadership responsibility and full accountability for the Industrial Services and Specialty Services operating segments. As a result, beginning in 2022, the information for the legacy Industrial Services segment was combined with the legacy Specialty Services segment to form a new operating and reportable segment called Specialty Services. Accordingly, the Company presents financial information for the Safety Services and Specialty Services segments, the two operating segments and also the reportable segments. The Company's chief operating decision maker regularly reviews financial information to allocate resources and assess performance utilizing these reorganized segments. Certain prior year amounts have been recast to conform to the current year presentation. Throughout these Interim Statements, unless otherwise indicated, amounts and activity reflect reclassifications related to the Company's resegmentation, as described in Note 21 - "Segment Information." |
Cash, cash equivalents, and restricted cash | Cash, cash equivalents, and restricted cash The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Restricted cash is reported as restricted cash and other assets in the condensed consolidated balance sheets. Restricted cash reflects collateral against certain bank guarantees and amounts held in escrow. |
Investments | Investments The Company holds investments in joint ventures which are accounted for under the equity method of accounting as the Company does not exercise control over the joint ventures. The Company’s share of earnings from the joint ventures w as $ 1 d uring the three months ended June 30, 2022 and 2021, and $ 1 and $ 2 during the six months ended June 30, 2022 and 2021, respectively. The earnings are recorded within investment income and other, net in the condensed consolidated statements of operations. The investment balances wer e $ 3 a nd $ 4 as of June 30, 2022 and December 31, 2021 , respectively, and are recorded within other assets in the condensed consolidated balance sheets. |
Pension and post-retirement obligations | Pension and post-retirement obligations The Company's accounting policies related to pension and post-retirement obligations are disclosed in Note 15 - "Pension". |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Summary of Preliminary Fair Value of Consideration Transferred and the Preliminary Estimated Fair Values of the Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of the Chubb Acquisition: Cash $ 60 Accounts receivable 438 Inventories 67 Contract assets 183 Other current assets 20 Property and equipment 67 Operating lease right of use assets 154 Pension and post-retirement assets 626 Other noncurrent assets 20 Intangible assets 1,385 Goodwill 1,229 Accounts payable ( 191 ) Contract liabilities ( 162 ) Accrued expenses ( 219 ) Finance and operating lease liabilities ( 154 ) Pension and post-retirement obligations ( 75 ) Deferred tax liabilities ( 465 ) Other noncurrent liabilities ( 84 ) Net assets acquired $ 2,899 The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the dates of acquisition: Premier Fire NAC Other 2021 Cash paid at closing $ 32 $ 36 $ 25 Accrued consideration 7 4 9 Total consideration $ 39 $ 40 $ 34 Cash $ 3 $ 2 $ 2 Current assets 10 22 6 Property and equipment 1 2 2 Intangible assets, net 14 13 11 Goodwill 17 13 19 Current liabilities ( 6 ) ( 12 ) ( 6 ) Net assets acquired $ 39 $ 40 $ 34 |
Summary of Preliminary Fair Value of the Identifiable Intangible Assets | The following table summarizes the preliminary fair value of the identifiable intangible assets: Customer relationships $ 825 Trade names and trademarks 550 Contractual backlog 10 Total intangibles $ 1,385 |
Summary of Pro Forma Consolidated Financial Information Reflects the Results of Operations | The following pro forma consolidated financial information reflects the results of operations of the Company for the three and six months ended June 30, 2021 as if the Chubb Acquisition and related financing had occurred as of January 1, 2021, after giving effect to certain purchase accounting and financing adjustments. These amounts are based on financial information of the Chubb business and are not necessarily indicative of what the Company’s operating results would have been had the Chubb Acquisition and related financing taken place on January 1, 2021. Three Months Ended Six Months Ended Net revenues $ 1,532 $ 2,883 Net income (loss) ( 12 ) ( 53 ) |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Program | The following table summarizes the Company's 2022 restructuring program for the six month period ended June 30, 2022: Six Months Ended Balance as of December 31, 2021 $ — Charged to cost of revenues - employee related 2 Charged to selling, general, and administrative expenses - employee related 9 Payments ( 3 ) Currency translation adjustment and other — Balance as of June 30, 2022 $ 8 |
Net Revenues (Tables)
Net Revenues (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenues [Abstract] | |
Summary of Disaggregated Net Revenues | The Company disaggregates its net revenues primarily by segment, service type, and country from which revenues are invoiced, as th e nature, timing and uncertainty of cash flows are relatively consistent within each of these categories. The following tables provide disclosure of disaggregated net revenues by segment for the three and six months ended June 30, 2022 and 2021. Prior period balances in this table have been recast to reflect current period presentation, as described in Note 2 - "Basis of Presentation and Significant Accounting Policies." Disaggregated net revenues information is as follows: Three Months Ended June 30, 2022 Safety Specialty Corporate and Consolidated Life Safety $ 1,007 $ — $ — $ 1,007 Mechanical 139 — — 139 Infrastructure / Utility — 366 — 366 Fabrication — 53 — 53 Specialty Contracting — 99 — 99 Corporate and Eliminations — — ( 15 ) ( 15 ) Net revenues $ 1,146 $ 518 $ ( 15 ) $ 1,649 Three Months Ended June 30, 2021 Safety Specialty Corporate and Consolidated Life Safety $ 403 $ — $ — $ 403 Mechanical 109 — — 109 Infrastructure / Utility — 265 — 265 Fabrication — 58 — 58 Specialty Contracting — 153 — 153 Corporate and Eliminations — — ( 10 ) ( 10 ) Net revenues $ 512 $ 476 $ ( 10 ) $ 978 Six Months Ended June 30, 2022 Safety Specialty Corporate and Consolidated Life Safety $ 1,958 $ — $ — $ 1,958 Mechanical 262 — — 262 Infrastructure / Utility — 508 — 508 Fabrication — 107 — 107 Specialty Contracting — 315 — 315 Corporate and Eliminations — — ( 30 ) ( 30 ) Net revenues $ 2,220 $ 930 $ ( 30 ) $ 3,120 Six Months Ended June 30, 2021 Safety Specialty Corporate and Consolidated Life Safety $ 771 $ — $ — $ 771 Mechanical 207 — — 207 Infrastructure / Utility — 430 — 430 Fabrication — 139 — 139 Specialty Contracting — 251 — 251 Corporate and Eliminations — — ( 17 ) ( 17 ) Net revenues $ 978 $ 820 $ ( 17 ) $ 1,781 Three Months Ended June 30, 2022 Safety Specialty Corporate and Consolidated United States $ 534 $ 507 $ ( 15 ) $ 1,026 France 144 — — 144 Other 468 11 — 479 Net revenues $ 1,146 $ 518 $ ( 15 ) $ 1,649 Three Months Ended June 30, 2021 Safety Specialty Corporate and Consolidated United States $ 422 $ 467 $ ( 10 ) $ 879 France — — — — Other 90 9 — 99 Net revenues $ 512 $ 476 $ ( 10 ) $ 978 Six Months Ended June 30, 2022 Safety Specialty Corporate and Consolidated United States $ 1,008 $ 916 $ ( 30 ) $ 1,894 France 292 — — 292 Other 920 14 — 934 Net revenues $ 2,220 $ 930 $ ( 30 ) $ 3,120 Six Months Ended June 30, 2021 Safety Specialty Corporate and Consolidated United States $ 805 $ 807 $ ( 17 ) $ 1,595 France — — — — Other 173 13 — 186 Net revenues $ 978 $ 820 $ ( 17 ) $ 1,781 |
Summary of Accounts Receivable, Net of Allowances, Contract Assets and Contract Liabilities from Contracts with Customer | The balances of accounts receivable, net of allowances, contract assets and contract liabilities from contracts with customers as of June 30, 2022 and December 31, 2021 are as follows: Accounts Contract Contract Balance as of June 30, 2022 $ 1,232 $ 480 $ 421 Balance as of December 31, 2021 767 217 243 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes In Carrying Amounts of Goodwill By Reportable Segments | The following table provides disclosure of goodwill by segment as of June 30, 2022 and December 31, 2021. Prior period balances in this table have been recast to reflect current period presentation, as described in Note 2 - "Basis of Presentation and Significant Accounting Policies," The changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2022 are as follows: Safety Specialty Total Goodwill as of December 31, 2021 $ 925 $ 181 $ 1,106 Acquisitions 1,229 — 1,229 Measurement period adjustments and other (1) ( 109 ) — ( 109 ) Goodwill as of June 30, 2022 $ 2,045 $ 181 $ 2,226 Measurement period adjustments and other includes fluctuations due to foreign currency translation and measurement period adjustments recorded during the six months ended June 30, 2022 related to purchase accounting adjustments for acquisitions completed during the previous twelve months (see Note 4 - "Business Combinations"). |
Summary of Identifiable Intangible Assets | The Company’s identifiable intangible assets are comprised of the following as of June 30, 2022 and December 31, 2021: June 30, 2022 Weighted Average Gross Accumulated Net Carrying Amortized intangibles: Contractual backlog 0.5 $ 109 $ ( 104 ) $ 5 Customer relationships 11.5 1,605 ( 296 ) 1,309 Trade names and trademarks 13.8 780 ( 66 ) 714 Total $ 2,494 $ ( 466 ) $ 2,028 December 31, 2021 Weighted Average Gross Accumulated Net Carrying Amortized intangibles: Contractual backlog 0.8 $ 101 $ ( 97 ) $ 4 Customer relationships 6.4 859 ( 221 ) 638 Trade names and trademarks 12.7 280 ( 40 ) 240 Total $ 1,240 $ ( 358 ) $ 882 |
Summary of Amortization Expense Recognized on Intangible Assets | Amortization expense recognized on identifiable intangible assets is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenues $ 4 $ 2 $ 7 $ 3 Selling, general, and administrative expenses 53 30 107 60 Total intangible asset amortization expense $ 57 $ 32 $ 114 $ 63 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurement Assets And Liabilities Measured On Recurring Basis | The following tables summarize the fair values and levels within the fair value hierarchy in which the measurements fall for assets and liabilities measured on a recurring basis as of June 30, 2022 and December 31, 2021: Fair Value Measurements at June 30, 2022 Level 1 Level 2 Level 3 Total Financial assets: Derivatives designated as hedge instruments Cash flow hedges - interest rate swaps $ — $ 23 $ — $ 23 Cash flow hedges - cross currency contracts — 18 — 18 Net investment hedges — 33 — 33 Fair value hedges — 38 — 38 Derivatives not designated as hedge instruments Foreign currency contracts — — — — Total $ — $ 112 $ — $ 112 Financial liabilities: Derivatives designated as hedge instruments Cash flow hedges - interest rate swaps $ — $ ( 10 ) $ — $ ( 10 ) Fair value hedges — ( 1 ) — ( 1 ) Derivatives not designated as hedge instruments Foreign currency contracts — — — — Contingent consideration obligations — — ( 4 ) ( 4 ) Total $ — $ ( 11 ) $ ( 4 ) $ ( 15 ) Fair Value Measurements at December 31, 2021 Level 1 Level 2 Level 3 Total Financial assets: Derivatives designated as hedge instruments Cash flow hedges - cross currency swaps $ — $ 6 $ — $ 6 Net investment hedges — 12 — 12 Total $ — $ 18 $ — $ 18 Financial liabilities: Derivatives designated as hedge instruments Cash flow hedges - interest rate swaps $ — $ ( 11 ) $ — $ ( 11 ) Derivatives not designated as hedge instruments Foreign currency contracts — — — — Contingent consideration obligations — — ( 4 ) ( 4 ) Total $ — $ ( 11 ) $ ( 4 ) $ ( 15 ) |
Summary of Reconciliation of Fair Value of Contingent Consideration Obligations | The table below presents a reconciliation of the fair value of the Company’s contingent consideration obligations that use unobservable inputs (Level 3), as well as other information about the contingent consideration obligations: Six Months Ended Balance as of December 31, 2021 $ 4 Issuances — Settlements — Adjustments to fair value — Balance as of June 30, 2022 $ 4 Number of open contingent consideration arrangements at the end of period 3 Maximum potential payout at end of period $ 5 |
Summary of Carrying And Fair Value Of Non-Variable Interest Rate Debt | The following table presents the carrying amount and fair value of the Company’s non-variable interest rate debt (“ 4.125 % Senior Notes,” and " 4.750 % Senior Notes," as defined in Note 12 – “Debt”), including current portion and excluding unamortized debt issuance costs, which 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 carrying values of variable interest rate long-term debt, including current portions and excluding accrued interest, approximate their fair values because of the variable interest rates of these instruments, which generally are reset monthly. June 30, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value 4.125 % Senior Notes $ 350 $ 280 $ 350 $ 348 4.750 % Senior Notes 300 241 300 305 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Components of Property and Equipment | The components of property and equipment as of June 30, 2022 and December 31, 2021 are as follows: Estimated June 30, December 31, Land N/A $ 32 $ 26 Building 39 92 77 Machinery and equipment 1 - 20 280 228 Autos and trucks 4 - 10 117 106 Office equipment 3 - 7 32 26 Leasehold improvements 1 - 15 25 18 Total cost 578 481 Accumulated depreciation ( 190 ) ( 155 ) Property and equipment, net $ 388 $ 326 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Future Undiscounted Cash Flows and Reconciliation to the Lease Liabilities | The future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities recognized on the condensed consolidated balance sheets as of June 30, 2022 is as follows: Operating Finance Total Remainder of 2022 $ 35 $ 2 $ 37 2023 61 4 65 2024 44 3 47 2025 31 3 34 2026 20 1 21 2027 15 1 16 Thereafter 40 — 40 Total lease payments $ 246 $ 14 $ 260 Less imputed interest ( 23 ) ( 1 ) ( 24 ) Total present value of lease liabilities $ 223 $ 13 $ 236 Operating and finance leases - current $ 60 $ 4 $ 64 Operating and finance leases - non-current 163 9 172 Total present value of lease liabilities $ 223 $ 13 $ 236 |
Schedule of Supplemental Balance Sheet Information | Supplemental condensed consolidated balance sheets information related to leases is as follows: June 30, December 31, Weighted-average remaining lease term: Operating leases 5.6 years 6.0 years Finance leases 3.4 years 2.8 years Weighted-average discount rate: Operating leases 3.1 % 3.4 % Finance leases 3.0 % 2.3 % |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Debt Obligations | Debt obligations consist of the following: Maturity Date June 30, December 31, Term loan facility 2019 Term Loan October 1, 2026 $ 1,127 $ 1,140 Revolving Credit Facility October 1, 2026 — — 2021 Term Loan January 3, 2029 1,085 — Senior notes 4.125 % Senior Notes July 15, 2029 350 350 4.750 % Senior Notes October 15, 2029 300 300 Other obligations 3 1 Total debt obligations 2,865 1,791 Less: unamortized deferred financing costs ( 48 ) ( 24 ) Total debt, net of deferred financing costs 2,817 1,767 Less: short-term and current portion of long-term debt ( 3 ) ( 1 ) Long-term debt, less current portion $ 2,814 $ 1,766 |
Schedule of Annual Maturities, Excluding Amortization of Debt Issuance Costs | Approximate annual maturities, excluding amortization of debt issuance costs, of the Company's financing arrangements for the periods subsequent to June 30, 2022 are as follows: Remainder of 2022 $ 2 2023 7 2024 11 2025 11 2026 1,138 2027 11 Thereafter 1,685 Total $ 2,865 |
Pension (Tables)
Pension (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Changes in Benefit Obligations | January 3, 2022 Plan assets $ 2,615 January 3, 2022 Projected benefit obligation ("PBO") funded status Fair value of plan assets $ 2,615 Benefit obligations ( 2,041 ) Funded status of plans $ 574 |
Summary of Supplemental Condensed Consolidated Balance Sheets Information Related to Pension | Supplemental condensed consolidated balance sheets information related to pension is as follows: January 3, 2022 Pension and post-retirement benefits $ 626 Other accrued liabilities — Other noncurrent liabilities ( 52 ) Net amount recognized $ 574 |
Information for Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets | Information for pension plans with accumulated benefit obligations in excess of plan assets: January 3, 2022 PBO $ 78 Accumulated benefit obligation 64 Fair value of plan assets 26 |
Information for Pension Plans with Projected Benefit Obligations in Excess of Plan Assets | Information for pension plans with projected benefit obligations in excess of plan assets: January 3, 2022 PBO $ 78 Accumulated benefit obligation 64 Fair value of plan assets 26 |
Components of Net Periodic Pension Benefit | The components of the net periodic pension benefit for the defined benefit pension plans are as follows: Three Months Ended Six Months Ended Service cost $ 4 $ 6 Interest cost 8 17 Expected return on plan assets ( 18 ) ( 38 ) Net periodic pension benefit $ ( 6 ) $ ( 15 ) |
Major Assumptions Used to Determine Benefit Obligation | Major assumptions used in determining the benefit obligation and net periodic benefit cost for pension plans are presented in the following table as weighted averages: Three and Six Months Ended June 30, 2022 Benefit Obligation Net Periodic Discount rates: PBO 1.9 % 1.9 % Interest cost — 1.7 % Service cost — 2.2 % Salary scale 2.9 % 2.9 % Expected return on plan assets — 3.1 % |
Summary of Fair Value of Pension Plan Assets by Asset Category | The fair value of the pension plan assets by asset category are as follows: Quoted Prices in Significant Significant Active Markets for Observable Unobservable Not Identical Assets Inputs Inputs Subject to Asset Category Level 1 Level 2 Level 3 Leveling Total Public equities: Global equity funds at net asset value 1 $ — $ — $ — $ 238 $ 238 Fixed income securities: Governments — 1,608 — 69 1,677 Corporate bonds — 638 — — 638 Fixed income securities 1 — — — 106 106 Real estate 1,2 — — — 11 11 Other 1,3 — ( 212 ) — 59 ( 153 ) Cash & cash equivalents 1,4 — 33 — 65 98 Subtotal $ — $ 2,067 $ — $ 548 $ 2,615 Other assets & liabilities 5 — Total at January 3, 2022 $ 2,615 (1) In accordance with ASU 2015-07 Fair Value Measurement (Topic 820) certain investments that are measured at fair value using net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented for the total pension assets. (2) Represents investments in real estate, including commingled funds and directly held properties. (3) Represents insurance contracts and global risk balanced commingled funds consisting mainly of equity, bonds and some commodities. (4) Represents short-term commercial paper, bonds, and other cash or cash-like investments. (5) Represents trust receivables and payables that are not leveled. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Market-Based Restricted Stock Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Valuation Assumptions | The key assumptions used in valuing these market-based awards were as follows: Risk-free interest rate 1.85 % Dividend yield — Expected volatility 45 % |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Computation Earnings (Loss) Per Common Share Using Two Class Method | The following table sets forth the computation of earnings (loss) per common share using the two-class method. The dilutive effect of outstanding Series A Preferred Stock, the Series B Preferred Stock, the Series A Preferred Stock dividend, and the Series B Preferred Stock Dividend is reflected in diluted EPS using the if-converted method, and options, and restricted and performance shares are reflected using the treasury stock method. For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Series A Preferred Stock, Series B Preferred Stock, restricted and performance shares, and stock options are anti-dilutive (amounts in millions, except share and per share amounts): Three Months Ended Six Months Ended 2022 2021 2022 2021 Basic earnings (loss) per common share: Net income (loss) $ 30 $ 21 $ 23 $ 13 Less income attributable to Series A Preferred Stock ( 2 ) ( 3 ) — ( 2 ) Less income attributable to Series B Preferred Stock ( 2 ) — — Less stock dividend attributable to Series B Preferred Stock ( 11 ) — ( 22 ) — Net income (loss) attributable to common shareholders - basic $ 15 $ 18 $ 1 $ 11 Weighted average shares outstanding - basic (1) 233,104,873 201,281,939 232,670,986 196,782,691 Income (loss) per common share - basic $ 0.06 $ 0.09 $ 0.01 $ 0.06 Diluted earnings (loss) per common share: Net income (loss) $ 30 $ 21 $ 23 $ 13 Less income attributable to Series A Preferred Stock ( 2 ) ( 3 ) — ( 2 ) Less income attributable to Series B Preferred Stock — — — Less stock dividend attributable to Series B Preferred Stock ( 11 ) — ( 22 ) — Net income (loss) attributable to common shareholders - diluted $ 17 $ 18 $ 1 $ 11 Weighted average shares outstanding - basic 233,104,873 201,281,939 232,670,986 196,782,691 Dilutive securities: RSUs, PSUs, and stock options (1) 297,797 660,735 367,863 2,302,651 Shares issuable upon conversion of Series B Preferred Stock 32,520,000 — 32,520,000 — Shares issuable pursuant to the annual Series A Preferred Stock dividend (2) — 4,435,765 — 3,409,844 Weighted average shares outstanding - diluted 265,922,670 206,378,439 265,558,849 202,495,186 Income (loss) per common share - diluted $ 0.06 $ 0.09 $ 0.01 $ 0.06 (1) For all periods presented, 4,000,000 shares of Series A Preferred Stock, which are convertible to the same number of common shares, have been excluded from the calculation of diluted shares, as their inclusion would be anti-dilutive. (2) For the three and six months ended June 30, 2021, dilutive securities include common share equivalents which represent the annual dividend, payable in common shares, that Series A Preferred Shares would be entitled to receive assuming that the volume weighted average price of the Company’s common shares for the last ten trading days of the period would be the same average price during the last ten trading days of the calendar year. The holders of the Series A Preferred Stock are entitled to receive an annual dividend based on the increase in the market price of the Company’s common stock (the "Annual Dividend Amount"). The Annual Dividend Amount is equal to 20 % of the increase in the volume-weighted average market price per share of the Company’s common shares for the last ten trading days of the calendar year, multiplied by 141,194,638 shares. During 2021, the Annual Dividend Amount was calculated based on the appreciation of the Company’s share price over the highest previously used share price of $ 17.8829 . |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Summary of Reconciliation Operating Income to EBITDA | Summarized financial information for the Company’s reportable segments is presented and reconciled to consolidated financial information in the following tables, including a reconciliation of consolidated operating income (loss) to EBITDA. The tables below may contain slight summation differences due to rounding: Three Months Ended June 30, 2022 Safety Specialty Corporate and Consolidated Net revenues $ 1,146 $ 518 $ ( 15 ) $ 1,649 EBITDA Reconciliation Operating income (loss) $ 63 $ 32 $ ( 36 ) $ 59 Plus: Investment income and other, net 1 2 ( 1 ) 2 Non-service pension benefit 11 — — 11 Depreciation 5 11 3 19 Amortization 41 15 1 57 EBITDA $ 121 $ 60 $ ( 33 ) $ 148 Total assets $ 6,156 $ 1,305 $ 593 $ 8,054 Capital expenditures 5 15 2 22 Three Months Ended June 30, 2021 Safety Specialty Corporate and Consolidated Net revenues $ 512 $ 476 $ ( 10 ) $ 978 EBITDA Reconciliation Operating income (loss) $ 52 $ 24 $ ( 29 ) $ 47 Plus: Investment income and other, net 2 3 1 6 Loss on extinguishment of debt — — ( 9 ) ( 9 ) Depreciation 1 17 2 20 Amortization 18 14 — 32 EBITDA $ 73 $ 58 $ ( 35 ) $ 96 Total assets $ 2,141 $ 1,285 $ 817 $ 4,243 Capital expenditures 1 15 — 16 Six Months Ended June 30, 2022 Safety Specialty Corporate and Consolidated Net revenues $ 2,220 $ 930 $ ( 30 ) $ 3,120 EBITDA Reconciliation Operating income (loss) $ 126 $ 25 $ ( 99 ) $ 52 Plus: Investment income and other, net 1 3 ( 2 ) 2 Non-service pension benefit 22 — — 22 Depreciation 12 23 3 38 Amortization 83 29 2 114 EBITDA $ 244 $ 80 $ ( 96 ) $ 228 Total assets $ 6,156 $ 1,305 $ 593 $ 8,054 Capital expenditures 11 21 2 34 Six Months Ended June 30, 2021 Safety Specialty Corporate and Consolidated Net revenues $ 978 $ 820 $ ( 17 ) $ 1,781 EBITDA Reconciliation Operating income (loss) $ 97 $ 6 $ ( 58 ) $ 45 Plus: Investment income and other, net 5 4 — 9 Loss on extinguishment of debt — — ( 9 ) ( 9 ) Depreciation 3 33 3 39 Amortization 33 29 1 63 EBITDA $ 138 $ 72 $ ( 63 ) $ 147 Total assets $ 2,141 $ 1,285 $ 817 $ 4,243 Capital expenditures 2 32 — 34 |
Nature of Business - Additional
Nature of Business - Additional Information (Detail) | Jun. 30, 2022 Location |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of locations | 500 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Earnings | $ 30,000,000 | $ (7,000,000) | $ 21,000,000 | $ (8,000,000) | $ 23,000,000 | $ 13,000,000 | |
Joint Ventures [Member] | Other Assets [Member] | |||||||
Investment balance | 3,000,000 | 3,000,000 | $ 4,000,000 | ||||
Joint Ventures [Member] | Investment Income and Other, Net [Member] | |||||||
Earnings | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 2,000,000 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 03, 2022 USD ($) | Oct. 01, 2019 | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) Country | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Cash payment | $ 2,875 | $ 12 | ||||
Senior Notes [Member] | ||||||
Line of credit facility, interest rate | 4.75% | |||||
Contractual Backlog [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||||
Customer Relationships [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | 11 years 6 months | 6 years 4 months 24 days | |||
Trade Names and Trademarks [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | 13 years 9 months 18 days | 12 years 8 months 12 days | |||
2022 Acquisitions [Member] | ||||||
Transaction costs | $ 0 | $ 24 | ||||
2021 Acquisitions [Member] | ||||||
Net consideration | 113 | |||||
Aggregate cash consideration | 93 | |||||
Cash payment | 7 | |||||
Business combination accrued consideration | 20 | 20 | ||||
Goodwill, expected tax deduction | $ 48 | |||||
APi Acquisition [Member] | ||||||
Contingent compensation | 16 | 16 | 12 | |||
Maximum payout of contingent compensation | 20 | 20 | 57 | |||
Payout of accrued contingent compensation | 16 | 16 | 12 | |||
Liability for deferred payments | 15 | 15 | $ 15 | |||
APi Acquisition [Member] | Minimum [Member] | ||||||
Contingent compensation arrangements recognized period | 3 years | |||||
Liability for deferred payments recognition period | 12 months | |||||
APi Acquisition [Member] | Maximum [Member] | ||||||
Contingent compensation arrangements recognized period | 5 years | |||||
Liability for deferred payments recognition period | 24 months | |||||
Chubb Limited Fire and Security Business [Member] | ||||||
Net consideration | 2,899 | |||||
Aggregate cash consideration | 2,935 | |||||
Line of credit facility, interest rate | 4.75% | |||||
Total transaction costs | $ 44 | |||||
Net revenues from acquisition | 560 | 1,103 | ||||
Operating income (loss) from acquisition | $ 4 | $ 14 | ||||
Number of countries of significant business operations | Country | 17 | |||||
Number of countries expanding operations | Country | 20 | |||||
Chubb Limited Fire and Security Business [Member] | Safety Services [Member] | ||||||
Provisional Goodwill | $ 1,229 |
Business Combinations - Summary
Business Combinations - Summary of Preliminary Fair Value of Consideration of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Jan. 03, 2022 | |
Premier Fire [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate cash consideration | $ 32 | ||
Estimated net working capital adjustment | (7) | ||
Total consideration | 39 | ||
Cash | 3 | ||
Current assets | 10 | ||
Property and equipment | 1 | ||
Intangible assets other then goodwill | 14 | ||
Goodwill | 17 | ||
Current liabilities | (6) | ||
Net assets acquired | 39 | ||
Northern Air Corporation [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate cash consideration | 36 | ||
Estimated net working capital adjustment | (4) | ||
Total consideration | 40 | ||
Cash | 2 | ||
Current assets | 22 | ||
Property and equipment | 2 | ||
Intangible assets other then goodwill | 13 | ||
Goodwill | 13 | ||
Current liabilities | (12) | ||
Net assets acquired | 40 | ||
Other 2021 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate cash consideration | 25 | ||
Estimated net working capital adjustment | (9) | ||
Total consideration | 34 | ||
Cash | 2 | ||
Current assets | 6 | ||
Property and equipment | 2 | ||
Intangible assets other then goodwill | 11 | ||
Goodwill | 19 | ||
Current liabilities | (6) | ||
Net assets acquired | $ 34 | ||
Chubb Limited (“Chubb”) Fire and Security Business [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate cash consideration | $ 2,935 | ||
Cash | $ 60 | ||
Accounts receivable | 438 | ||
Inventories | 67 | ||
Contract assets | 183 | ||
Other current assets | 20 | ||
Property and equipment | 67 | ||
Operating lease right of use assets | 154 | ||
Pension and post-retirement assets | 626 | ||
Other noncurrent assets | 20 | ||
Intangible assets other then goodwill | 1,385 | ||
Goodwill | 1,229 | ||
Accounts payable | (191) | ||
Contract liabilities | (162) | ||
Accrued expenses | (219) | ||
Finance and operating lease liabilities | (154) | ||
Pension and post-retirement obligations | (75) | ||
Deferred tax liabilities | (465) | ||
Other noncurrent liabilities | (84) | ||
Net assets acquired | $ 2,899 |
Business Combinations - Summa_2
Business Combinations - Summary of Preliminary Fair Value of Identifiable Intangible Assets (Detail) $ in Millions | Jan. 03, 2022 USD ($) |
Business Acquisition [Line Items] | |
Total intangibles | $ 1,385 |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Total intangibles | 825 |
Trade Names and Trademarks [Member] | |
Business Acquisition [Line Items] | |
Total intangibles | 550 |
Contractual Backlog [Member] | |
Business Acquisition [Line Items] | |
Total intangibles | $ 10 |
Business Combinations - Summa_3
Business Combinations - Summary of Company's Operating Results of Acquisition and Related Finance (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Business Combinations [Abstract] | ||
Net revenues | $ 1,532 | $ 2,883 |
Net income (loss) | $ (12) | $ (53) |
Restructuring (Additional Infor
Restructuring (Additional Information) (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring liabilities | $ 8 | $ 8 |
Safety Services [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 11 | 11 |
Safety Services [Member] | Cost of Sales [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 2 | 2 |
Safety Services [Member] | Selling, General and Administrative Expenses [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $ 9 | $ 9 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Program (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Cost of Revenue | $ 1,214 | $ 746 | $ 2,309 | $ 1,368 |
Selling, General and Administrative Expense | 376 | $ 185 | 759 | $ 368 |
Charged to expense | 8 | |||
Restructuring Reserve, Ending Balance | 8 | 8 | ||
2022 Restructuring Program [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost of Revenue | 2 | |||
Selling, General and Administrative Expense | 9 | |||
Payments | (3) | |||
Restructuring Reserve, Ending Balance | $ 8 | $ 8 |
Net Revenues - Summary of Disag
Net Revenues - Summary of Disaggregated Net Revenues (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 1,649 | $ 978 | $ 3,120 | $ 1,781 |
United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 1,026 | 879 | 1,894 | 1,595 |
Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 479 | 99 | 934 | 186 |
France [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 144 | 292 | ||
Safety Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 1,146 | 512 | 2,220 | 978 |
Safety Services [Member] | United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 534 | 422 | 1,008 | 805 |
Safety Services [Member] | Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 468 | 90 | 920 | 173 |
Safety Services [Member] | France [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 144 | 292 | ||
Specialty Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 518 | 476 | 930 | 820 |
Specialty Services [Member] | United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 507 | 467 | 916 | 807 |
Specialty Services [Member] | Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 11 | 9 | 14 | 13 |
Corporate and Eliminations [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | (15) | (10) | (30) | (17) |
Corporate and Eliminations [Member] | United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | (15) | (10) | (30) | (17) |
Life Safety [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 1,007 | 403 | 1,958 | 771 |
Life Safety [Member] | Safety Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 1,007 | 403 | 1,958 | 771 |
Mechanical [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 139 | 109 | 262 | 207 |
Mechanical [Member] | Safety Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 139 | 109 | 262 | 207 |
Infrastructure/Utility [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 366 | 265 | 508 | 430 |
Infrastructure/Utility [Member] | Specialty Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 366 | 265 | 508 | 430 |
Fabrication [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 53 | 58 | 107 | 139 |
Fabrication [Member] | Specialty Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 53 | 58 | 107 | 139 |
Specialty Contracting [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 99 | 153 | 315 | 251 |
Specialty Contracting [Member] | Specialty Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 99 | 153 | 315 | 251 |
Corporate and Eliminations [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | (15) | (10) | (30) | (17) |
Corporate and Eliminations [Member] | Corporate and Eliminations [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ (15) | $ (10) | $ (30) | $ (17) |
Net Revenues - Additional Infor
Net Revenues - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Aggregate amount of transaction price allocated to unsatisfied performance obligation | $ 543,000,000 | |
Percentage of recognized revenue of remaining performance obligations over the next 12 months | 50% | |
Customers with payment terms | 30 days | |
Retentions receivable | $ 130,000,000 | $ 117,000,000 |
Retentions receivable within one year | 29,000,000 | $ 25,000,000 |
Impairment of contract assets | $ 0 | |
Minimum [Member] | ||
Payment of invoices | 30 days | |
Maximum [Member] | ||
Payment of invoices | 90 days |
Net Revenues - Additional Inf_2
Net Revenues - Additional Information (Details1) | Jun. 30, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations period | 12 months |
Net Revenues - Summary of Accou
Net Revenues - Summary of Accounts Receivable, Net of Allowances, Contract Assets and Contract Liabilities from Contracts with Customer (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Revenues [Abstract] | ||
Accounts receivable, net of allowances | $ 1,232 | $ 767 |
Contract assets | 480 | 217 |
Contract liabilities | $ 421 | $ 243 |
Goodwill and Intangibles - Summ
Goodwill and Intangibles - Summary of Changes In Carrying Amounts of Goodwill By Reportable Segments (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [LineItems] | |
Beginning Balance | $ 1,106 |
Acquisitions | 1,229 |
Measurement period adjustments and other | (109) |
Ending Balance | 2,226 |
Safety Services [Member] | |
Goodwill [LineItems] | |
Beginning Balance | 925 |
Acquisitions | 1,229 |
Measurement period adjustments and other | (109) |
Ending Balance | 2,045 |
Specialty Services [Member] | |
Goodwill [LineItems] | |
Beginning Balance | 181 |
Ending Balance | $ 181 |
Goodwill and Intangibles - Su_2
Goodwill and Intangibles - Summary of Identifiable Intangible Assets (Detail) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jan. 03, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 2,494 | $ 1,240 | |
Accumulated Amortization | (466) | (358) | |
Net Carrying Amount | $ 2,028 | $ 882 | |
Contractual Backlog [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Lives (in Years) | 6 months | 9 months 18 days | |
Gross Carrying Amount | $ 109 | $ 101 | |
Accumulated Amortization | (104) | (97) | |
Net Carrying Amount | $ 5 | $ 4 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Lives (in Years) | 15 years | 11 years 6 months | 6 years 4 months 24 days |
Gross Carrying Amount | $ 1,605 | $ 859 | |
Accumulated Amortization | (296) | (221) | |
Net Carrying Amount | $ 1,309 | $ 638 | |
Trademarks and Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Lives (in Years) | 15 years | 13 years 9 months 18 days | 12 years 8 months 12 days |
Gross Carrying Amount | $ 780 | $ 280 | |
Accumulated Amortization | (66) | (40) | |
Net Carrying Amount | $ 714 | $ 240 |
Goodwill and Intangibles - Su_3
Goodwill and Intangibles - Summary of Amortization Expense Recognized on Intangible Assets (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible asset amortization expense | $ 57 | $ 32 | $ 114 | $ 63 |
Cost of Revenues [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible asset amortization expense | 4 | 2 | 7 | 3 |
Selling, General and Administrative Expenses [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible asset amortization expense | $ 53 | $ 30 | $ 107 | $ 60 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Fair Value Measurement Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | $ 18 | |
Financial Assets | $ 112 | |
Financial Liabilities | (15) | (15) |
Net Investment Hedges [Member] | Derivatives Designated as Hedge Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 33 | 12 |
Fair Value Hedges [Member] | Derivatives Designated as Hedge Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 38 | |
Derivative liability | (1) | |
Interest Rate Swaps [Member] | Derivatives Designated as Hedge Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 23 | |
Derivative liability | (10) | (11) |
Cross Currency Swaps [Member] | Derivatives Designated as Hedge Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 18 | 6 |
Contingent Consideration Obligations [Member] | Derivatives Not Designated as Hedge Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligations | (4) | (4) |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 18 | |
Financial Assets | 112 | |
Financial Liabilities | (11) | (11) |
Fair Value, Inputs, Level 2 [Member] | Net Investment Hedges [Member] | Derivatives Designated as Hedge Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 33 | 12 |
Fair Value, Inputs, Level 2 [Member] | Fair Value Hedges [Member] | Derivatives Designated as Hedge Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 38 | |
Derivative liability | (1) | |
Fair Value, Inputs, Level 2 [Member] | Interest Rate Swaps [Member] | Derivatives Designated as Hedge Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 23 | |
Derivative liability | (10) | (11) |
Fair Value, Inputs, Level 2 [Member] | Cross Currency Swaps [Member] | Derivatives Designated as Hedge Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 18 | 6 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities | (4) | (4) |
Fair Value, Inputs, Level 3 [Member] | Contingent Consideration Obligations [Member] | Derivatives Not Designated as Hedge Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligations | $ (4) | $ (4) |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Reconciliation of Fair Value of Contingent Consideration Obligations (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) Arrangement | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |
Balances at beginning of period | $ 4 |
Issuances | 0 |
Balance at end of period | $ 4 |
Number of open contingent consideration arrangements at the end of period | Arrangement | 3 |
Maximum potential payout at end of period | $ 5 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2022 | |
4.125% Senior Notes [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Line of credit facility, interest rate | 4.125% |
4.750% Senior Notes [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Line of credit facility, interest rate | 4.75% |
Senior Notes [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Line of credit facility, interest rate | 4.75% |
Senior Notes [Member] | Non-Variable Interest Rate Debt [Member] | 4.125% Senior Notes [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Line of credit facility, interest rate | 4.125% |
Senior Notes [Member] | Non-Variable Interest Rate Debt [Member] | 4.750% Senior Notes [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Line of credit facility, interest rate | 4.75% |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Summary of Carrying And Fair Value Of Non-Variable Interest Rate Debt (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-Variable Interest Rate Debt, Carrying Value | $ 2,865 | |
Fair Value, Inputs, Level 2 [Member] | Fixed Income Interest Rate [Member] | Senior Notes [Member] | 4.750% Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-Variable Interest Rate Debt, Carrying Value | 350 | $ 350 |
Non-Variable Interest Rate Debt, Fair Value | 280 | 348 |
Fair Value, Inputs, Level 2 [Member] | Fixed Income Interest Rate [Member] | Senior Notes [Member] | 4.125% Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-Variable Interest Rate Debt, Carrying Value | 300 | 300 |
Non-Variable Interest Rate Debt, Fair Value | $ 241 | $ 305 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Summary of Carrying And Fair Value Of Non-Variable Interest Rate Debt (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2022 | |
4.750% Senior Notes [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Line of credit facility, interest rate | 4.75% |
4.125% Senior Notes [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Line of credit facility, interest rate | 4.125% |
Senior Notes [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Line of credit facility, interest rate | 4.75% |
Fixed Income Interest Rate [Member] | Senior Notes [Member] | 4.750% Senior Notes [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Line of credit facility, interest rate | 4.75% |
Fixed Income Interest Rate [Member] | Senior Notes [Member] | 4.125% Senior Notes [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Line of credit facility, interest rate | 4.125% |
Derivatives - Additional Inform
Derivatives - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Jan. 31, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative notional amount | $ 1,120 | $ 1,120 | ||||
Derivative asset | $ 18 | |||||
Interest Rate Swaps [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative notional amount | $ 400 | $ 400 | ||||
Derivative maturity date | Jan. 31, 2028 | |||||
Derivative, fixed interest rate | 3.46% | 3.46% | ||||
Investment expense | $ 2 | $ 3 | $ 4 | $ 5 | ||
Foreign Currency Contracts [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Other (income) expense, net | 2 | 3 | ||||
Cross Currency Interest Rate Contract [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Other (income) expense, net | 7 | $ 3 | 10 | |||
Cross Currency Interest Rate Contract [Member] | Maximum [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Other (income) expense, net | $ 1 | |||||
Designated as Hedging Instrument [Member] | Net Investment Hedging [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Annual reduction in interest expense | $ 3 | |||||
Reduction in overall effective interest rate | 24% | |||||
Derivative asset | 33 | $ 33 | $ 12 | |||
Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Debt instrument term | 5 years | |||||
Derivative notional amount | $ 720 | $ 720 | ||||
Derivative, fixed interest rate | 1.62% | 1.62% | ||||
Derivative liability | $ 10 | $ 10 | 11 | |||
Derivative asset | 23 | 23 | ||||
Designated as Hedging Instrument [Member] | Forward Starting Interest rate swaps [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative liability | 10 | 10 | ||||
Designated as Hedging Instrument [Member] | Foreign Currency Swap [Member] | Net Investment Hedging [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative asset | 33 | 33 | 12 | |||
Investment hedge, Amount amortized from AOCI into interest expenses | 1 | 2 | ||||
Designated as Hedging Instrument [Member] | Cross Currency Interest Rate Contract [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative asset | 18 | 18 | 6 | |||
Designated as Hedging Instrument [Member] | Cross Currency Interest Rate Contract [Member] | September 2030 [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative notional amount | 94 | |||||
Designated as Hedging Instrument [Member] | Cross Currency Interest Rate Contract [Member] | September 2027 [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative notional amount | 26 | |||||
Designated as Hedging Instrument [Member] | Cross Currency Interest Rate Contract [Member] | Net Investment Hedging [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative notional amount | 230 | |||||
Other (income) expense, net | 38 | 44 | ||||
Designated as Hedging Instrument [Member] | Cross Currency Interest Rate Contract [Member] | Net Investment Hedging [Member] | Other Noncurrent Liabilities [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative asset | $ 38 | $ 38 | ||||
Designated as Hedging Instrument [Member] | Cross Currency Interest Rate Contract [Member] | Net Investment Hedging [Member] | Other Assets [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative liability | $ 1 | |||||
Designated as Hedging Instrument [Member] | Cross Currency Interest Rate Contract [Member] | Net Investment Hedging [Member] | CAD [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Fair value of hedges | $ 241 | |||||
Designated as Hedging Instrument [Member] | Cross Currency Interest Rate Contract [Member] | Net Investment Hedging [Member] | GBP [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Fair value of hedges | 271 | |||||
Designated as Hedging Instrument [Member] | Cross Currency Interest Rate Contract [Member] | Net Investment Hedging [Member] | EUR [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Fair value of hedges | $ 209 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Components of Property and Equipment (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 578 | $ 481 |
Accumulated depreciation | (190) | (155) |
Property and equipment, net | 388 | 326 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 32 | 26 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 92 | 77 |
Property, Plant and Equipment, Useful Life | 39 years | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 280 | 228 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 1 year | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 20 years | |
Autos and Trucks [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 117 | 106 |
Autos and Trucks [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 4 years | |
Autos and Trucks [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 32 | 26 |
Office Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Office Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 25 | $ 18 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 1 year | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 15 years |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 19 | $ 20 | $ 38 | $ 39 |
Leases - Additional Information
Leases - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2022 | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, existence of option to extend [true false] | true |
Lessee, operating lease, option to extend | Some leases include one or more options to renew, generally at the Company’s sole discretion, with renewal terms that can extend the lease term from 1 to 12 years or more. |
Lessee, Operating Lease, Existence of Option to Terminate [true false] | true |
Lessee, operating lease, option to terminate | In addition, certain leases contain termination options, where the rights to terminate are held by either the Company, the lessor, or both parties. These options to extend or terminate a lease are included in the lease terms when it is reasonably certain that the Company will exercise that option. The Company’s leases generally do not contain any material restrictive covenants. |
Facility [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease term | 10 years |
Equipment [Member] | Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease term | 1 year |
Equipment [Member] | Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease term | 7 years |
Vehicles [Member] | Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease term | 1 year |
Vehicles [Member] | Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease term | 7 years |
Leases - Schedule of Future Und
Leases - Schedule of Future Undiscounted Cash Flows and Reconciliation to the Lease Liabilities (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Remainder of 2022 | $ 35 | |
2023 | 61 | |
2024 | 44 | |
2025 | 31 | |
2026 | 20 | |
2027 | 15 | |
Thereafter | 40 | |
Total lease payments | 246 | |
Less imputed interest | (23) | |
Total present value of lease liabilities | 223 | |
Operating leases - current | $ 60 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Operating and finance leases - current | |
Operating leases - non-current | $ 163 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating and finance leases - non-current | |
Finance Leases | ||
Remainder of 2022 | $ 2 | |
2023 | 4 | |
2024 | 3 | |
2025 | 3 | |
2026 | 1 | |
2027 | 1 | |
Thereafter | 0 | |
Total lease payments | 14 | |
Less imputed interest | (1) | |
Total present value of lease liabilities | 13 | |
Finance leases - current | $ 4 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Operating and finance leases - current | |
Finance leases - non-current | $ 9 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating and finance leases - non-current | |
Total | ||
2022 | $ 37 | |
2023 | 65 | |
2024 | 47 | |
2025 | 34 | |
2026 | 21 | |
2027 | 16 | |
Thereafter | 40 | |
Total lease payments | 260 | |
Less imputed interest | (24) | |
Total present value of lease liabilities | 236 | |
Operating and finance leases - current | 64 | $ 27 |
Operating and finance leases - non-current | $ 172 | $ 79 |
Schedule of Supplemental Unaudi
Schedule of Supplemental Unaudited Condensed Consolidated Balance Sheets Information Related to Leases (Detail) | Jun. 30, 2022 | Dec. 31, 2021 |
Weighted-average remaining lease term: | ||
Operating leases | 5 years 7 months 6 days | 6 years |
Finance leases | 3 years 4 months 24 days | 2 years 9 months 18 days |
Weighted-average discount rate: | ||
Operating leases | 3.10% | 3.40% |
Finance leases | 3% | 2.30% |
Debt - Summary of Debt Obligati
Debt - Summary of Debt Obligations (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | ||
Total debt obligations | $ 2,865 | $ 1,791 |
Less: unamortized deferred financing costs | (48) | (24) |
Total debt, net of deferred financing costs | 2,817 | 1,767 |
Less: short-term and current portion of long-term debt | (3) | (1) |
Long-term debt, less current portion | 2,814 | 1,766 |
2019 Term Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Total debt obligations | $ 1,127 | |
Term Loan Facility [Member] | 2019 Term Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Maturity date | Oct. 01, 2026 | |
Total debt obligations | $ 1,127 | 1,140 |
Term Loan Facility [Member] | Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Maturity date | Oct. 01, 2026 | |
Total debt obligations | $ 0 | 0 |
Term Loan Facility [Member] | 2021 Term Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Maturity date | Jan. 03, 2029 | |
Total debt obligations | $ 1,085 | |
4.125% Senior Notes [Member] | ||
Line of Credit Facility [Line Items] | ||
Maturity date | Jul. 15, 2029 | |
Total debt obligations | $ 350 | 350 |
4.750% Senior Notes [Member] | ||
Line of Credit Facility [Line Items] | ||
Maturity date | Oct. 15, 2029 | |
Total debt obligations | $ 300 | 300 |
Other Obligations [Member] | ||
Line of Credit Facility [Line Items] | ||
Total debt obligations | $ 3 | $ 1 |
Debt - Summary of Debt Obliga_2
Debt - Summary of Debt Obligations (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2022 | |
4.125% Senior Notes [Member] | |
Line of Credit Facility [Line Items] | |
Line of credit facility, interest rate | 4.125% |
4.750% Senior Notes [Member] | |
Line of Credit Facility [Line Items] | |
Line of credit facility, interest rate | 4.75% |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Short-term Debt [Line Items] | ||
Line of credit outstanding | $ 2,865,000,000 | $ 1,791,000,000 |
Derivative notional amount | 1,120,000,000 | |
Acquisition of Construction Equipment and Vehicles [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | 3,000,000 | 1,000,000 |
Interest Rate Swaps [Member] | ||
Short-term Debt [Line Items] | ||
Derivative notional amount | $ 400,000,000 | |
Derivative, fixed interest rate | 3.46% | |
2019 Term Loan [Member] | ||
Short-term Debt [Line Items] | ||
Line of credit outstanding | $ 1,127,000,000 | |
Line of credit facility, interest rate | 4.16% | |
Repayment of debt | $ 13,000,000 | |
Remaining line of credit outstanding (unswapped portion) | $ 407,000,000 | |
Line of credit facility, interest rate description | one-month LIBOR plus 250 basis points, but the rate will fluctuate as LIBOR fluctuates | |
2021 Term Loan [Member] | ||
Short-term Debt [Line Items] | ||
Line of credit facility, interest rate | 4.42% | |
Repayment of debt | $ 15,000,000 | |
4.125% Senior Notes [Member] | ||
Short-term Debt [Line Items] | ||
Line of credit outstanding | $ 350,000,000 | 350,000,000 |
Line of credit facility, interest rate | 4.125% | |
Maturity date | Jul. 15, 2029 | |
4.125% Senior Notes [Member] | APi Group DE, Inc [Member] | ||
Short-term Debt [Line Items] | ||
Line of credit outstanding | $ 350,000,000 | |
Line of credit facility, interest rate | 4.125% | 4.125% |
4.750% Senior Notes [Member] | ||
Short-term Debt [Line Items] | ||
Line of credit outstanding | $ 300,000,000 | $ 300,000,000 |
Line of credit facility, interest rate | 4.75% | |
Maturity date | Oct. 15, 2029 | |
4.750% Senior Notes [Member] | APi Group DE, Inc [Member] | ||
Short-term Debt [Line Items] | ||
Line of credit outstanding | $ 300,000,000 | |
Line of credit facility, interest rate | 4.75% | 4.75% |
Term Loan Facility [Member] | 2020 Term Loan [Member] | ||
Short-term Debt [Line Items] | ||
Repayment of debt | $ 250,000,000 | |
Term Loan Facility [Member] | 2019 Term Loan [Member] | ||
Short-term Debt [Line Items] | ||
Line of credit outstanding | $ 1,127,000,000 | 1,140,000,000 |
Maturity date | Oct. 01, 2026 | |
Term Loan Facility [Member] | 2019 Term Loan [Member] | Interest Rate Swaps [Member] | ||
Short-term Debt [Line Items] | ||
Derivative, fixed interest rate | 4.12% | |
Term Loan Facility [Member] | 2019 Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Interest Rate Swaps [Member] | ||
Short-term Debt [Line Items] | ||
Debt instrument term | 5 years | |
Derivative notional amount | $ 720,000,000 | |
Derivative, fixed interest rate | 1.62% | |
Term Loan Facility [Member] | 2021 Term Loan [Member] | ||
Short-term Debt [Line Items] | ||
Line of credit outstanding | $ 1,085,000,000 | |
Maturity date | Jan. 03, 2029 | |
Term Loan Facility [Member] | 2021 Term Loan [Member] | 2022 Incremental Amendment [Member] | ||
Short-term Debt [Line Items] | ||
Line of credit outstanding | $ 1,100,000,000 | |
Maturity date | Jan. 03, 2029 | |
Term Loan Facility [Member] | 2021 Term Loan [Member] | Base Rate [Member] | ||
Short-term Debt [Line Items] | ||
Debt, variable interest rate | 1.75% | |
Term Loan Facility [Member] | 2021 Term Loan [Member] | Eurodollar [Member] | ||
Short-term Debt [Line Items] | ||
Debt, variable interest rate | 2.75% | |
Term Loan Facility [Member] | Revolving Credit Facility [Member] | ||
Short-term Debt [Line Items] | ||
Line of credit outstanding | $ 0 | 0 |
Maturity date | Oct. 01, 2026 | |
Debt instrument term | 5 years | |
Secured term loan | $ 500,000,000 | |
Line of credit net letters of credit outstanding | 443,000,000 | 227,000,000 |
Letters of credit outstanding | $ 57,000,000 | $ 73,000,000 |
Term Loan Facility [Member] | Revolving Credit Facility [Member] | 2022 Incremental Amendment [Member] | ||
Short-term Debt [Line Items] | ||
Extended maturity date | 2026 | |
Term Loan Facility [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | ||
Short-term Debt [Line Items] | ||
Debt, variable interest rate | 1.25% | |
Term Loan Facility [Member] | Revolving Credit Facility [Member] | Eurodollar [Member] | ||
Short-term Debt [Line Items] | ||
Debt, variable interest rate | 2.25% | |
Term Loan Facility [Member] | Revolving Credit Facility [Member] | Maximum [Member] | 2022 Incremental Amendment [Member] | ||
Short-term Debt [Line Items] | ||
Line of credit outstanding | $ 500,000,000 | |
Term Loan Facility [Member] | Revolving Credit Facility [Member] | Minimum [Member] | 2022 Incremental Amendment [Member] | ||
Short-term Debt [Line Items] | ||
Line of credit outstanding | $ 200,000,000 |
Debt - Schedule of Annual Matur
Debt - Schedule of Annual Maturities, Excluding Amortization of Debt Issuance Costs (Detail) $ in Millions | Jun. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2022 | $ 2 |
2023 | 7 |
2024 | 11 |
2025 | 11 |
2026 | 1,138 |
2027 | 11 |
Thereafter | 1,685 |
Total | $ 2,865 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Dec. 27, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Effective tax rate | 31.80% | 28.90% | (11.30%) | 17% | ||
U.S. Federal income tax rate | 21% | 21% | ||||
Deferred tax assets, valuation allowance | $ 101,000,000 | $ 101,000,000 | ||||
Operating loss carryforwards limitations | The foreign net operating losses generally have carryback periods of three years, carryforward periods of twenty years, or are indefinite, and begin to expire in 2036. | |||||
Unrecognized tax benefits | 2,000,000 | $ 2,000,000 | $ 2,000,000 | |||
Income tax penalties and interest accrued | 0 | 0 | $ 1,000,000 | |||
Unrecognized tax benefits that would impact effective tax rate | 2,000,000 | 2,000,000 | ||||
Effective income tax rate reconciliation, unrecognized tax benefits | 1,000,000 | |||||
Provision for percent deduction for business meal expenses purchased | 100% | |||||
Maximum [Member] | ||||||
Income tax interest expense | 1,000,000 | $ 1,000,000 | 1,000,000 | $ 1,000,000 | ||
Domestic Tax Authority [Member] | ||||||
Operating loss carryforwards | 0 | 0 | ||||
State and Local Jurisdiction [Member] | ||||||
Operating loss carryforwards | 32,000,000 | $ 32,000,000 | ||||
Operating loss carryforwards limitations | The state net operating losses have carryforward periods of five to twenty years and begin to expire in 2027. | |||||
Operating loss carryforwards expiration year | 2027 | |||||
State and Local Jurisdiction [Member] | Minimum [Member] | ||||||
Operating loss carryforwards, carryforward term | 5 years | |||||
State and Local Jurisdiction [Member] | Maximum [Member] | ||||||
Operating loss carryforwards, carryforward term | 20 years | |||||
Foreign Tax Authority [Member] | ||||||
Operating loss carryforwards | $ 86,000,000 | $ 86,000,000 | ||||
Operating loss carryforwards, carryforward term | 20 years | |||||
Operating loss carryforwards expiration year | 2036 | |||||
Operating loss carryback term | 3 years |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jan. 03, 2022 | |
Multiemployer Plans [Line Items] | |||||
Benefit obligations | $ 2,041,000,000 | ||||
Net periodic cost | $ (6,000,000) | $ (15,000,000) | |||
PBO discount rate | 1.90% | 1.90% | |||
Net cost discount rate | 1.70% | ||||
Expected benefit payment in 2023 | $ 94,000,000 | $ 94,000,000 | |||
Expected benefit payment in 2024 | 95,000,000 | 95,000,000 | |||
Expected benefit payment in 2025 | 96,000,000 | 96,000,000 | |||
Expected benefit payment in 2026 | 95,000,000 | 95,000,000 | |||
Expected benefit payment in 2028 and thereafter | 502,000,000 | $ 502,000,000 | |||
Employee Stock [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, purchase price of common stock, percent | 85% | ||||
Maximum number of shares purchased in offering period | 500 | ||||
Maximum value of common stock purchased during period under ESPP | $ 10,000,000,000 | ||||
Expense related to ESPP | 1,000,000 | $ 1,000,000 | 2,000,000 | $ 2,000,000 | |
Multiemployer Pension And Other Multiemployer Benefit Plans And Trusts [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Multiemployer Plan Contributions | 27,000,000 | 24,000,000 | 51,000,000 | 43,000,000 | |
Profit Sharing Plan [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Expense recognized | 4,000,000 | $ 4,000,000 | 6,000,000 | $ 7,000,000 | |
Post-retirement Benefit Plans [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Benefit obligations | $ 4,000,000 | $ 4,000,000 | |||
PBO discount rate | 3% | 3% | |||
Post-retirement Benefit Plans [Member] | Maximum [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Expected benefit payment in 2023 | $ 1,000,000 | $ 1,000,000 | |||
Expected benefit payment in 2024 | 1,000,000 | 1,000,000 | |||
Expected benefit payment in 2025 | 1,000,000 | 1,000,000 | |||
Expected benefit payment in 2026 | 1,000,000 | 1,000,000 | |||
Expected benefit payment in 2027 | 1,000,000 | 1,000,000 | |||
Expected benefit payment in 2028 and thereafter | $ 1,000,000 | $ 1,000,000 |
Pension - Schedule of Prelimina
Pension - Schedule of Preliminary Valuation of Pension Plans in Purchase Price Allocation (Detail) $ in Millions | Jan. 03, 2022 USD ($) |
Projected benefit obligation ("PBO") funded status [Abstract] | |
Plan Assets | $ 2,615 |
Benefit obligations | (2,041) |
Funded status of plan | 574 |
Plan assets | $ 2,615 |
Pension - Summary of Supplement
Pension - Summary of Supplemental Condensed Consolidated Balance Sheets Information Related to Pension (Detail) $ in Millions | Jan. 03, 2022 USD ($) |
Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position [Abstract] | |
Pension and post-retirement benefits | $ 626 |
Other noncurrent liabilities | (52) |
Net amount recognized | $ 574 |
Pension - Additional Informatio
Pension - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) Country DefinedBenefitPlan | Dec. 31, 2022 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan number of plans | DefinedBenefitPlan | 12 | ||
Number of countries in which retirement plans sponsored | Country | 7 | ||
Defined benefit pension plans contributions | $ 27 | $ 27 | |
Expected benefit payment in 2022 | 94 | ||
Expected benefit payment in 2023 | 94 | ||
Expected benefit payment in 2024 | 95 | ||
Expected benefit payment in 2025 | 96 | ||
Expected benefit payment in 2026 | 95 | ||
Expected benefit payment from 2027 through 2030 | $ 502 | ||
Scenario Forecast [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit pension plans contributions | $ 33 |
Pension - Information for Pensi
Pension - Information for Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets (Detail) $ in Millions | Jan. 03, 2022 USD ($) |
Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets [Abstract] | |
Projected benefit obligation ("PBO") | $ 78 |
Accumulated benefit obligation | 64 |
Fair value of plan assets | $ 26 |
Pension - Information for Pen_2
Pension - Information for Pension Plans with Projected Benefit Obligations in Excess of Plan Assets (Detail) $ in Millions | Jan. 03, 2022 USD ($) |
Defined Benefit Plan, Pension Plan with Project Benefit Obligation in Excess of Plan Assets [Abstract] | |
PBO | $ 78 |
Accumulated benefit obligation | 64 |
Fair value of plan assets | $ 26 |
Pension - Components of Net Per
Pension - Components of Net Periodic Pension Benefit (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Service cost | $ 4 | $ 6 |
Interest cost | 8 | 17 |
Expected return on plan assets | (18) | (38) |
Net periodic pension benefit | $ (6) | $ (15) |
Pension - Major Assumptions Use
Pension - Major Assumptions Used to Determine Benefit Obligation (Detail) | 3 Months Ended |
Jun. 30, 2022 | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |
Benefit obligation, discount rate, PBO | 1.90% |
Benefit obligation, salary scale | 2.90% |
Net periodic benefit cost, discount rate, PBO | 1.90% |
Net periodic benefit cost, discount rate, interest cost | 1.70% |
Net periodic benefit cost, discount rate, service cost | 2.20% |
Net periodic benefit cost, salary scale | 2.90% |
Net periodic benefit cost, expected return on plan assets | 3.10% |
Pension - Summary of Fair Value
Pension - Summary of Fair Value of Pension Plan Assets by Asset Category (Detail) $ in Millions | Jan. 03, 2022 USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets | $ 2,615 |
Global Equity Funds at Net Asset Value [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 238 |
Global Equity Funds at Net Asset Value [Member] | Not Subject to Leveling [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 238 |
Governments [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 1,677 |
Governments [Member] | Significant Observable Inputs Level 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 1,608 |
Governments [Member] | Not Subject to Leveling [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 69 |
Corporate Bonds [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 638 |
Corporate Bonds [Member] | Significant Observable Inputs Level 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 638 |
Fixed Income Securities [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 106 |
Fixed Income Securities [Member] | Not Subject to Leveling [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 106 |
Real Estate [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 11 |
Real Estate [Member] | Not Subject to Leveling [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 11 |
Other [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | (153) |
Other [Member] | Significant Observable Inputs Level 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | (212) |
Other [Member] | Not Subject to Leveling [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 59 |
Cash & Cash Equivalents [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 98 |
Cash & Cash Equivalents [Member] | Significant Observable Inputs Level 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 33 |
Cash & Cash Equivalents [Member] | Not Subject to Leveling [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 65 |
Public Equities and Fixed Income Securities [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 2,615 |
Public Equities and Fixed Income Securities [Member] | Significant Observable Inputs Level 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 2,067 |
Public Equities and Fixed Income Securities [Member] | Not Subject to Leveling [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | $ 548 |
Other Noncurrent Liabilities -
Other Noncurrent Liabilities - Summary of Other Noncurrent Liabilities (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Other Liabilities, Noncurrent [Abstract] | ||
Total other noncurrent liabilities | $ 127 | $ 71 |
Other Noncurrent Liabilities _2
Other Noncurrent Liabilities - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Other Liabilities, Noncurrent [Abstract] | ||
Other noncurrent liabilities | $ 127 | $ 71 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jan. 03, 2022 | Jan. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Dividends declared in common shares | 7,539,697 | |||||||
Royal Oak Enterprises [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Net revenues from related party | $ 2 | $ 5 | ||||||
Accounts receivable from related party | 3 | $ 3 | ||||||
Series B Preferred Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares sold | 800,000 | 800,000 | ||||||
Aggregate purchase price | $ 800 | $ 800 | ||||||
Preferred stock, dividend percentage | 5.50% | 5.50% | 5.50% | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Series B Preferred Stock [Member] | Viking Purchasers [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares sold | 200,000 | |||||||
Aggregate purchase price | $ 200 | |||||||
Series B Preferred Stock [Member] | Viking Purchasers [Member] | Minimum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of outstanding stock owned by related party under agreement | 5% | |||||||
Mariposa Acquisition I V L L C [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory service fees payable | $ 1 | $ 1 | $ 2 | $ 2 | ||||
Preferred Stock [Member] | Mariposa Acquisition I V L L C [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Dividends declared in common shares | 7,539,697 |
Commitments and Contingencies (
Commitments and Contingencies (Additional Information) (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Other noncurrent Liabilities | ||
Loss Contingencies [Line Items] | ||
Outstanding liability for obligation | $ 20 | $ 6 |
Shareholders' Equity and Rede_2
Shareholders' Equity and Redeemable Convertible Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jan. 03, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||||
Number of shares authorized to repurchase | 250,000,000 | 250,000,000 | |||||
Stock repurchase program expiration date | Feb. 29, 2024 | ||||||
Repurchases of common stock, shares | 681,329 | 1,212,760 | |||||
Repurchases of common stock, value | $ 11 | $ 22 | |||||
Stock repurchase program, remaining authorized amount | $ 228 | $ 228 | |||||
Common shares issued | 233,218,322 | 233,218,322 | 224,625,193 | ||||
Series A Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock issued | 4,000,000 | 4,000,000 | 4,000,000 | ||||
Preferred shares outstanding | 4,000,000 | 4,000,000 | 4,000,000 | ||||
Preferred shares conversion description | The Series A Preferred Stock will be automatically converted into shares of common stock on a one for one basis upon the last day of 2026. | ||||||
Preferred shares convertible into common share, number of shares | 1 | ||||||
Percentage of annual dividend rate | 20% | 20% | |||||
Series B Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock issued | 800,000 | 800,000 | 800,000 | ||||
Preferred shares outstanding | 0 | 0 | 0 | ||||
Number of shares issued and sold | 800,000 | 800,000 | |||||
Aggregate purchase price | $ 800 | $ 800 | |||||
Percentage of annual dividend rate | 5.50% | 5.50% | 5.50% | ||||
Liquidation preference per share | $ 24.60 | $ 24.60 | |||||
Dividends issued as shares, value | $ 11 | $ 22 | |||||
Preferred share dividend | 686,455 | 1,205,924 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||
Weighted average price of common stock | $ 36.90 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 9 | $ 6 | ||
Performance-Based Restricted Stock Units [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Granted | 545,122 | |||
Weighted-average fair value, granted | $ 20.77 | |||
Unrecognized equity-based compensation cost, restricted stock units | 2 years | |||
Time-based Restricted Stock Units [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Granted | 473,515 | |||
Weighted-average fair value, granted | $ 19.52 | |||
Vested | 207,145 | |||
Weighted-average fair value, vested | $ 13.73 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 3 years | |||
Unrecognized equity-based compensation cost, restricted stock units | 1 year | |||
Tax benefits realized from tax deductions related to vesting of RSUs | $ 2 | 1 | ||
Restricted Stock Units [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 4 | $ 2 | 7 | $ 4 |
Unearned compensation related to unvested RSUs | 34 | $ 34 | ||
Market-Based Restricted Stock Units [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Granted | 444,926 | |||
Weighted-average fair value, granted | $ 16.31 | |||
Unrecognized equity-based compensation cost, restricted stock units | 2 years 8 months 12 days | |||
Vesting percentage | 100% | |||
Maximum [Member] | Time-based Restricted Stock Units [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Tax benefits realized from tax deductions related to vesting of RSUs | $ 1 | $ 1 | ||
Minimum [Member] | Performance-Based Restricted Stock Units [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Vesting period | 3 years |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Valuation Assumptions (Detail) - Market-Based Restricted Stock Units [Member] | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Risk-free interest rate | 1.85% |
Expected volatility | 45% |
Earnings (Loss) Per Share - Sum
Earnings (Loss) Per Share - Summary of Computation Earnings (Loss) Per Common Share Using Two Class Method (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Net income (loss) | $ 30 | $ (7) | $ 21 | $ (8) | $ 23 | $ 13 |
Less income attributable to Preferred Stock | (21) | (13) | ||||
Less stock dividend attributable to Series B Preferred Stock | (11) | (22) | ||||
Net income (loss) attributable to common shareholders - basic | $ 15 | $ 18 | $ 1 | $ 11 | ||
Weighted average shares outstanding - basic | 233,104,873 | 201,281,939 | 232,670,986 | 196,782,691 | ||
Income (loss) per common share - basic | $ 0.06 | $ 0.09 | $ 0.01 | $ 0.06 | ||
Diluted earnings (loss) per common share: | ||||||
Net income (loss) | $ 30 | $ (7) | $ 21 | $ (8) | $ 23 | $ 13 |
Less income attributable to Preferred Stock | (21) | (13) | ||||
Less stock dividend attributable to Series B Preferred Stock | (11) | (22) | ||||
Net income (loss) attributable to common shareholders - diluted | $ 17 | $ 18 | $ 1 | $ 11 | ||
Weighted average shares outstanding - basic | 233,104,873 | 201,281,939 | 232,670,986 | 196,782,691 | ||
Dilutive securities: | ||||||
RSUs, PSUs, and stock options | 297,797 | 660,735 | 367,863 | 2,302,651 | ||
Shares issuable upon conversion of Series B Preferred Stock | 32,520,000 | 32,520,000 | ||||
Shares issuable pursuant to the annual Series A Preferred Stock dividend | 4,435,765 | 3,409,844 | ||||
Weighted average shares outstanding - diluted | 265,922,670 | 206,378,439 | 265,558,849 | 202,495,186 | ||
Income (loss) per common share - diluted | $ 0.06 | $ 0.09 | $ 0.01 | $ 0.06 | ||
Series A Preferred Stock [Member] | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Less income attributable to Preferred Stock | $ (2) | $ (3) | $ (2) | |||
Diluted earnings (loss) per common share: | ||||||
Less income attributable to Preferred Stock | (2) | $ (3) | $ (2) | |||
Series B Preferred Stock [Member] | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Less income attributable to Preferred Stock | (2) | |||||
Diluted earnings (loss) per common share: | ||||||
Less income attributable to Preferred Stock | $ (2) |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Summary of Computation Earnings (Loss) Per Common Share Using Two Class Method (Parenthetical) (Detail) - $ / shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Series A Preferred Stock [Member] | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Percentage of annual dividend rate | 20% | 20% | |||
Annual dividend shares preferred stock | 141,194,638 | 141,194,638 | |||
Dividend price per share | $ 17.8829 | ||||
Series A Preferred Stock [Member] | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive Securities Excluded from Calculation of Diluted Earnings Per Share | 4,000,000 | 4,000,000 | 4,000,000 | 4,000,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2022 Country Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Number of countries segments derive | Country | 20 |
Segment Information - Summary o
Segment Information - Summary of Reconciliation Operating Income to EBITDA (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenues | $ 1,649 | $ 978 | $ 3,120 | $ 1,781 | |
EBITDA Reconciliation | |||||
Operating income (loss) | 59 | 47 | 52 | 45 | |
Plus: | |||||
Investment income and other, net | 2 | 6 | 2 | 9 | |
Loss on extinguishment of debt | (9) | (9) | |||
Non-service pension benefit | 11 | 22 | |||
Depreciation | 19 | 20 | 38 | 39 | |
Amortization | 57 | 32 | 114 | 63 | |
EBITDA | 148 | 96 | 228 | 147 | |
Total assets | 8,054 | 4,243 | 8,054 | 4,243 | $ 5,159 |
Capital expenditures | 22 | 16 | 34 | 34 | |
Safety Services [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenues | 1,146 | 512 | 2,220 | 978 | |
EBITDA Reconciliation | |||||
Operating income (loss) | 63 | 52 | 126 | 97 | |
Plus: | |||||
Investment income and other, net | 1 | 2 | 1 | 5 | |
Non-service pension benefit | 11 | 22 | |||
Depreciation | 5 | 1 | 12 | 3 | |
Amortization | 41 | 18 | 83 | 33 | |
EBITDA | 121 | 73 | 244 | 138 | |
Total assets | 6,156 | 2,141 | 6,156 | 2,141 | |
Capital expenditures | 5 | 1 | 11 | 2 | |
Specialty Services [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenues | 518 | 476 | 930 | 820 | |
EBITDA Reconciliation | |||||
Operating income (loss) | 32 | 24 | 25 | 6 | |
Plus: | |||||
Investment income and other, net | 2 | 3 | 3 | 4 | |
Depreciation | 11 | 17 | 23 | 33 | |
Amortization | 15 | 14 | 29 | 29 | |
EBITDA | 60 | 58 | 80 | 72 | |
Total assets | 1,305 | 1,285 | 1,305 | 1,285 | |
Capital expenditures | 15 | 15 | 21 | 32 | |
Corporate and Eliminations [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenues | (15) | (10) | (30) | (17) | |
EBITDA Reconciliation | |||||
Operating income (loss) | (36) | (29) | (99) | (58) | |
Plus: | |||||
Investment income and other, net | (1) | 1 | 2 | ||
Loss on extinguishment of debt | (9) | (9) | |||
Depreciation | 3 | 2 | 3 | 3 | |
Amortization | 1 | 2 | 1 | ||
EBITDA | (33) | (35) | (96) | (63) | |
Total assets | 593 | $ 817 | 593 | $ 817 | |
Capital expenditures | $ 2 | $ 2 |