Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 22, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
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 | 234,536,926 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 2.6 | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Minneapolis, Minnesota | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for the 2023 Annual Meeting of Stockholders, which is to be filed no later than 120 days after December 31, 2022, are incorporated by reference into Part III of this Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 605 | $ 1,188 |
Restricted cash | 2 | 302 |
Accounts receivable, net of allowances of $2 and $3 at December 31, 2022 and December 31, 2021, respectively | 1,313 | 767 |
Inventories | 163 | 69 |
Contract assets | 459 | 217 |
Prepaid expenses and other current assets | 110 | 83 |
Total current assets | 2,652 | 2,626 |
Property and equipment, net | 407 | 326 |
Operating lease right of use assets | 222 | 101 |
Goodwill | 2,382 | 1,106 |
Intangible assets, net | 1,784 | 882 |
Deferred tax assets | 108 | 73 |
Pension and post-retirement assets | 392 | |
Other assets | 144 | 45 |
Total assets | 8,091 | 5,159 |
Current liabilities: | ||
Short-term and current portion of long-term debt | 206 | 1 |
Accounts payable | 490 | 236 |
Contingent consideration and compensation liabilities | 27 | 22 |
Accrued salaries and wages | 337 | 209 |
Contract liabilities | 463 | 243 |
Operating and finance leases | 73 | 27 |
Other accrued liabilities | 325 | 129 |
Total current liabilities | 1,921 | 867 |
Long-term debt, less current portion | 2,583 | 1,766 |
Pension and post-retirement obligations | 40 | |
Contingent consideration and compensation liabilities | 6 | 10 |
Operating and finance leases | 166 | 79 |
Deferred tax liabilities | 340 | 43 |
Other noncurrent liabilities | 111 | 71 |
Total liabilities | 5,167 | 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 December 31, 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 December 31, 2022 and 2021 | ||
Common stock; $0.0001 par value, 500,000,000 authorized shares, 233,403,912 shares and 224,625,193 shares issued at December 31, 2022 and December 31, 2021, respectively (excluding 584,584 and 7,539,697 shares declared for stock dividend at December 31, 2022 and December 31, 2021, respectively) | 0 | 0 |
Additional paid-in capital | 2,558 | 2,560 |
Accumulated deficit | (164) | (237) |
Accumulated other comprehensive loss | (267) | |
Total shareholders’ equity | 2,127 | 2,323 |
Total liabilities, redeemable convertible preferred stock, and shareholders' equity | $ 8,091 | $ 5,159 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 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 | 233,403,912 | 224,625,193 |
Dividends declared in common shares | 584,584 | 7,539,697 |
Series A Preferred Stock [Member] | ||
Preferred stock, dividend percentage | 20% | |
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 |
Dividends declared in common shares | 7,539,697 | |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net revenues | $ 6,558 | $ 3,940 | $ 3,587 |
Cost of revenues | 4,844 | 3,001 | 2,831 |
Gross profit | 1,714 | 939 | 756 |
Selling, general, and administrative expenses | 1,552 | 803 | 725 |
Impairment of goodwill | 197 | ||
Operating income (loss) | 162 | 136 | (166) |
Interest expense, net | 125 | 60 | 52 |
(Gain) loss on extinguishment of debt, net | (5) | 9 | |
Non-service pension benefit | (42) | ||
Investment income and other, net | (9) | (12) | (34) |
Other expense, net | 69 | 57 | 18 |
Income before income taxes | 93 | 79 | (184) |
Income tax provision (benefit) | 20 | 32 | (31) |
Net income (loss) | 73 | 47 | (153) |
Net income (loss) attributable to common shareholders: | |||
Accrued stock dividend on Series A Preferred Stock | (184) | (222) | |
Stock dividend on Series B Preferred Stock | (44) | ||
Net income (loss) attributable to common shareholders | $ 29 | $ (137) | $ (375) |
Net income (loss) per common share: | |||
Basic | $ 0.10 | $ (0.67) | $ (2.21) |
Diluted | $ 0.10 | $ (0.67) | $ (2.21) |
Weighted average shares outstanding: | |||
Basic | 233,201,569 | 205,758,208 | 169,000,000 |
Diluted | 266,080,747 | 205,758,208 | 169,000,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net income (loss) | $ 73 | $ 47 | $ (153) |
Other comprehensive (loss) income: | |||
Fair value change - derivatives, net of tax (expense) benefit of ($11), ($9), and $9, respectively | 62 | 25 | (26) |
Defined benefit pension plans adjustment, net of tax expense of $55, $0, and $0, respectively | (165) | ||
Foreign currency translation adjustment | (164) | (11) | 9 |
Comprehensive (loss) income | $ (194) | $ 61 | $ (170) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Tax (expense) benefit | $ (11) | $ (9) | $ 9 |
Tax expense | $ 55 | $ 0 | $ 0 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions | Total | Series B Preferred Share [Member] | Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] Series A Preferred Share [Member] | Common Stock [Member] Series B Preferred Share [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning balance at Dec. 31, 2019 | $ 1,757 | $ 1,885 | $ (131) | $ 3 | |||||
Beginning balance (shares) at Dec. 31, 2019 | 4,000,000 | 169,902,260 | |||||||
Net income (loss) | (153) | (153) | |||||||
Fair value change -derivatives | (26) | (26) | |||||||
Foreign currency translation adjustment | 9 | 9 | |||||||
Share cancellations | (6) | (6) | |||||||
Share cancellations (shares) | (608,016) | ||||||||
Common shares purchased and cancelled | (30) | (30) | |||||||
Common shares purchased and cancelled (shares) | (1,742,284) | ||||||||
Warrants exercised | 3 | 3 | |||||||
Warrants exercised (shares) | 257,226 | ||||||||
Share-based compensation and other, net | 4 | 4 | |||||||
Share-based compensation and other, net (shares) | 242,838 | ||||||||
Ending balance at Dec. 31, 2020 | 1,558 | 1,856 | (284) | (14) | |||||
Ending balance (shares) at Dec. 31, 2020 | 4,000,000 | 168,052,024 | |||||||
Net income (loss) | 47 | 47 | |||||||
Fair value change -derivatives | 25 | 25 | |||||||
Foreign currency translation adjustment | (11) | (11) | |||||||
Preferred share dividend | 12,447,912 | ||||||||
Issuance of common shares | 446 | 446 | |||||||
Issuance of common shares (shares) | 22,716,049 | ||||||||
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 | 15 | 15 | |||||||
Share-based compensation and other, net (shares) | 784,896 | ||||||||
Ending balance at Dec. 31, 2021 | 2,323 | 2,560 | (237) | ||||||
Ending balance (shares) at Dec. 31, 2021 | 4,000,000 | 224,625,193 | |||||||
Net income (loss) | 73 | 73 | |||||||
Fair value change -derivatives | 62 | 62 | |||||||
Foreign currency translation adjustment | (164) | (164) | |||||||
Pension plans adjustment | (165) | (165) | |||||||
Preferred share dividend | 1,944,939 | 7,539,697 | 1,944,939 | ||||||
Share repurchases | (44) | (44) | |||||||
Share repurchases (shares) | (2,505,723) | ||||||||
Profit sharing plan contributions | 13 | 13 | |||||||
Profit sharing plan contributions (shares) | 622,655 | ||||||||
Share-based compensation and other, net | 29 | 29 | |||||||
Share-based compensation and other, net (shares) | 1,177,151 | ||||||||
Ending balance at Dec. 31, 2022 | $ 2,127 | $ 2,558 | $ (164) | $ (267) | |||||
Ending balance (shares) at Dec. 31, 2022 | 4,000,000 | 233,403,912 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 73 | $ 47 | $ (153) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation | 77 | 75 | 81 |
Amortization | 227 | 127 | 182 |
Restructuring charges, net of cash paid | 22 | ||
Impairment of goodwill | 197 | ||
Deferred taxes | (47) | 6 | (74) |
Share-based compensation expense | 18 | 12 | 5 |
Profit-sharing expense | 15 | 15 | 14 |
Non-cash lease expense | 67 | 31 | 30 |
Net periodic pension benefit | (35) | ||
(Gain) loss on extinguishment of debt, net | (5) | 9 | |
Other, net | 3 | 7 | |
Pension contributions | (34) | ||
Changes in operating assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable | (148) | (99) | 120 |
Contract assets | (69) | (73) | 118 |
Inventories | (30) | (2) | 11 |
Prepaid expenses and other current assets | (1) | 4 | (2) |
Accounts payable | 71 | 78 | (24) |
Accrued liabilities and income taxes payable | 47 | 15 | (2) |
Contract liabilities | 71 | 19 | 17 |
Other assets and liabilities | (52) | (89) | (24) |
Net cash provided by operating activities | 270 | 182 | 496 |
Cash flows from investing activities: | |||
Acquisitions, net of cash acquired | (2,839) | (86) | (319) |
Purchases of property and equipment | (79) | (55) | (38) |
Proceeds from sales of property, equipment, held for sale assets, and businesses | 17 | 20 | 17 |
Net cash used in investing activities | (2,901) | (121) | (340) |
Cash flows from financing activities: | |||
Proceeds from long-term borrowings | 1,104 | 650 | 250 |
Payments on long-term borrowings | (34) | (321) | (21) |
Repurchases of long-term borrowings | (30) | ||
Payments of debt issuance costs | (29) | (11) | (8) |
Repurchases of common stock | (44) | (30) | |
Proceeds from equity issuances | 797 | 676 | 3 |
Payments of acquisition-related consideration | (5) | (74) | (93) |
Restricted shares tendered for taxes | (3) | (3) | (2) |
Net cash provided by financing activities | 1,756 | 917 | 99 |
Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash | (9) | (2) | 4 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (884) | 976 | 259 |
Cash, cash equivalents, and restricted cash, beginning of period | 1,491 | 515 | 256 |
Cash, cash equivalents, and restricted cash, end of period | 607 | 1,491 | 515 |
Supplemental cash flow disclosures: | |||
Cash paid for interest | 120 | 41 | 47 |
Cash paid for income taxes, net of refunds | 43 | 66 | 29 |
Accrued consideration issued in business combinations | 1 | 18 | $ 5 |
Shares of common stock issued to profit sharing plan | $ 13 | $ 13 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | NOTE 1. NATURE OF BUSINESS APi Group Corporation (the “Company”, “APG”, or "APi Group") is a global, market-leading business services provider of safety and specialty services in over 500 locations worldwide. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The accompanying consolidated financial statements (the “Financial Statements”) include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Investments in entities over which the Company has significant influence but not control are accounted for using the equity method of accounting. These investments are initially recorded at cost and subsequently adjusted based on the Company’s proportionate share of earnings, losses, and distributions from each entity. Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates include the estimation of total contract costs used for net revenues and cost recognition from construction contracts, fair value estimates included in the accounting for acquisitions, valuation of long-lived assets and acquisition-related contingent consideration, self-insurance liabilities, income taxes, and the estimated effects of litigation and other contingencies. 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 the Financial Statements, unless otherwise indicated, amounts and activity reflect reclassifications related to the Company's resegmentation, as described in Note 21 - "Segment Information." Foreign currency and currency translation The assets and liabilities of foreign subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars at exchange rates in effect at year-end, with resulting translation gains or losses included within other comprehensive income or loss. Net revenues and expenses are translated into U.S. dollars at average monthly rates of exchange in effect during the year. Foreign currency transaction gains and losses, including hedging impacts, are classified in investment income and other, net, in the consolidated statements of operations and were a (loss) gain of ($ 2 ), ($ 3 ) and $ 12 for the years ended December 31, 2022, 2021, and 2020, respectively. These net foreign currency transaction gains and losses include derivative instruments designed to reduce foreign currency exchange rate risks. Refer to Note 9 - "Derivatives" for further information. Translation gains or losses, which are recorded in accumulated other comprehensive loss on the consolidated balance sheets, result from translation of the assets and liabilities of APi Group’s foreign subsidiaries into U.S. dollars. Foreign currency translation (losses) gains totaled approximately ($ 164 ), ( $ 11 ), and $ 9 for t he years ended December 31, 2022, 2021, and 2020, respectively. All of the Company’s foreign operations use their local currency as their functional currency. Currency gains or losses resulting from transactions executed in currencies other than the functional currency are included in investment income and other, net, in the consolidated statements of operations. Cash and cash equivalents The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Restricted cash is reported as restricted cash and other assets in the consolidated balance sheets. Restricted cash reflects collateral against certain bank guarantees and amounts held in escrow. Fair value of financial instruments The financial instruments of the Company include cash and cash equivalents, accounts and notes receivable, accounts payable, contingent consideration and compensation liabilities, and debt obligations. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market as of the measurement date. ASC Topic 820, Fair Value Measurements , provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to and is composed of the following levels: Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3: Unobservable inputs that reflect the Company's own assumptions. The carrying values of cash and cash equivalents, accounts receivable, contract assets, other receivables, accounts payable, contingent compensation liabilities, accrued liabilities, and contract liabilities approximate their fair values because of their short maturity. The carrying values of the notes receivable approximate their fair values based on the current rates of return on similar investments. The fair value of the Company’s revolving line of credit facilities and long-term debt are based on current lending rates for similar borrowings, assuming the debt is outstanding through maturity, and considering the collateral. The carrying values of revolving line of credit facilities approximate their fair values because the variable interest rates of these instruments are generally reset monthly. The fair value of the Company's non-variable interest rate debt is estimated by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The fair value of the Company’s derivative instruments designated as hedge instruments are determined using standard pricing models and market-based assumptions for all significant inputs, such as yield curves and quoted spot and forward exchange rates. The fair value of the Company’s contingent consideration obligations is determined using a probability-weighted discounted cash flow method. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. Inventories Inventories consist primarily of wholesale insulation products, contracting materials and supplies. Inventories are valued at the lower of cost or net realizable value. Property and equipment Property and equipment, including additions, replacements, and improvements is stated at cost or fair value for assets acquired in a business combination, less accumulated depreciation. Expenditures for maintenance and repairs are charged to operating expenses as incurred unless such expenditures extend the life of the asset or increase its capacity or efficiency. Depreciation expense is recognized over the estimated useful lives of the assets using the straight-line method. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improvements. Upon sale or disposition of property and equipment, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheets and any resulting gain or loss is recognized in the consolidated statements of operations. Leases The Company’s lease portfolio mainly consists of facilities, equipment, and vehicles. Operating lease assets represent the Company’s right to use an underlying asset for the lease term whereas lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term (or at fair values in the case of those leases assumed in an acquisition). As most of the Company’s leases do not provide an implicit rate, the Company uses incremental borrowing rates that reflect its own external unsecured borrowing rates and are risk-adjusted to approximate secured borrowing rates over similar terms. These rates are assessed on a quarterly basis for measurement of new lease obligations. The operating lease assets also include any lease payments made less lease incentives. Leases with an initial term of less than one year are not recorded on the Company’s consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the lease term. Many leases include one or more options to renew, with renewal terms that can extend the lease term for several years. The exercise of lease renewal options is generally at the Company’s sole discretion. Certain leases also include options to purchase the leased assets. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements contain lease and non-lease components, which are accounted for as a single lease component for all asset classes except for certain asset classes within its information technology arrangements. Operating lease right of use assets are reported as separate lines in the consolidated balance sheets. Finance leases are generally those leases that allow the Company to substantially utilize or pay for the entire asset over its estimated life. For finance leases, the Company recognizes more expense in the initial years of total lease expense recognition due to the accretion of the lease liability and the straight-line amortization of the leased asset. Assets acquired under finance leases are recorded in property and equipment, net. Goodwill impairment Goodwill represents the excess of cost over the fair market value of net tangible and identifiable intangible assets of acquired businesses. The Company has recorded goodwill in connection with its historical acquisitions of businesses. Upon acquisition, these businesses were either combined into one of the existing components or managed on a stand-alone basis as an individual component. The components are aligned to one of the Company’s two reportable segments, Safety Services or Specialty Services. Goodwill is required to be evaluated for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available. Management identifies its reporting units by assessing whether components have discrete financial information available, engage in business activities, and have a segment manager regularly review the component’s operating results. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment test. Goodwill is not amortized but instead is annually tested for impairment on October 1 each fiscal year, or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. Qualitative indicators that may trigger the need for annual or interim quantitative impairment testing include, among other things, deterioration in macroeconomic conditions, declining financial performance, deterioration in the operational environment, or an expectation of selling or disposing of a portion of a reporting unit. Additionally, a significant change in business climate, a loss of a significant customer, increased competition, a sustained decrease in share price, or a decrease in estimated fair value below book value may trigger the need for interim impairment testing of goodwill associated with one or more reporting units. The Company evaluates each reporting unit for impairment by performing a quantitative test comparing the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recorded as a reduction to goodwill with a corresponding change to earnings in the period the goodwill is determined to be impaired. Any goodwill impairment is limited to the total amount of goodwill allocated to that reporting unit. The Company determines the fair value of its reporting units using a combination of the income approach (discounted cash flow method) and market approach (guideline transaction method and guideline public company method). Management weights each of the methods applied to determine the fair value of its reporting units. Under the discounted cash flow method, the Company determines fair value based on the estimated future cash flows for each reporting unit, discounted to present value using a risk-adjusted industry weighted-average cost of capital, which reflects the overall level of inherent risk for each reporting unit and the rate of return an outside investor would expect to earn. Cash flow projections are derived from budgeted amounts (typically a one-year model) and subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur from a market participant’s standpoint. All cash flow projections by reporting unit are evaluated by management. A terminal value is derived by capitalizing free cash flow into perpetuity. The capitalization rate is derived from the weighted-average cost of capital and the estimated long-term growth rate for each reporting unit. Under the guideline transaction and guideline public company methods, the Company determines the estimated fair value for each of its reporting units by applying transaction multiples and public company multiples, respectively, to each reporting unit’s applicable earnings measure. The transaction multiples are based on observed purchase transactions for similar businesses adjusted for size, diversification and risk. The public company multiples are based on peer group multiples adjusted for size, growth, risk and margin. See Note 7 – “Goodwill and Intangibles” for additional detail on goodwill and other intangible assets. Impairment of long-lived assets excluding goodwill The Company periodically reviews the carrying amount of its long-lived asset groups, including property and equipment and other identifiable intangible assets subject to amortization, when events or changes in circumstances indicate the carrying value may not be recoverable. If facts and circumstances support the possibility of impairment, the Company will compare the carrying value of the asset or asset group with the undiscounted future cash flows related to the asset or asset group. If the carrying value of the asset or asset group is greater than its undiscounted cash flows, the resulting impairment will be determined as the difference between the carrying value and the fair value, where fair value is determined for the carrying amount of the specific asset groups based on discounted future cash flows or appraisal of the asset groups. Investments The Company holds investments in joint ventures, 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 was $ 3 , $ 3 , and $ 14 , during the years ended December 31, 2022, 2021, and 2020, respectively. The earnings are recorded within investment income and other, net in the consolidated statements of operations. The investment balan ces were $ 4 and $ 4 as of December 31, 2022 and 2021, respectively, and are recorded within other assets in the consolidated balance sheets. Pension and post-retirement obligations The Company sponsors both funded and unfunded foreign defined benefit pension plans that cover a portion of the Company's employees. The Company accounts for its benefit plans in accordance with ASC 715, Compensation - Retirement Benefits, which requires balance sheet recognition of the overfunded or underfunded status of pension and post-retirement benefit plans. Determining the amounts associated with these benefits are performed by actuaries and dependent on various actuarial assumptions including discount rates, expected return on plan assets, compensation increases, mortality and health care cost trends. Under this guidance, actuarial gains and losses, prior service costs or credits, and any remaining transition assets or obligations that have not been recognized under previous accounting standards must be recognized in other comprehensive income (loss), net of tax effects, until they are amortized as a component of net periodic benefit cost. Pension and post-retirement obligation balances and related costs reflected within the consolidated balance sheets include costs directly attributable to plans dedicated to the Company. The Company reviews its actuarial assumptions at each measurement date and makes modifications to the assumptions based on current rates and trends, if appropriate. The Company's accounting policies related to pension and post-retirement obligations are disclosed in Note 15 - "Pension". Definite-lived intangibles Intangibles consist of trade names and trademarks, customer relationships, and backlog intangibles. The intangibles are amortized over their estimated useful lives, which range fro m two to fifteen years for trade names and trademarks and customer relationships, and a period of six to thirty-six months for backlog. Insurance liabilities Accrued and other noncurrent liabilities include management’s best estimates of amounts expected to be incurred for health insurance claims, workers’ compensation, general liability and automobile liability losses. A portion of this risk is retained on a self-insured basis through Sprocket, the Company's wholly-owned captive insurance subsidiary. The estimates are based on claim reports provided by the insurance carrier, management’s best estimates, and the maximum premium for a policy period. The amounts the Company will ultimately incur could differ in the near-term from the estimated amounts accrued. At December 31, 2022 and 2021, the Company had ac crued $ 123 and $ 64 , respectively, relating to workers’ compensation, general and automobile claims, with $ 66 and $ 42 , respectively, included in other noncurrent liabilities. The Company recorded a receivable from the insurance carriers of $ 11 and $ 8 at December 31, 2022 and 2021, respectively, to offset the liabilities due above the Company’s deductible, which, under contract, are payable by the insurance carrier. The Company has outstanding letters of credit as collateral totaling approximately $ 121 and $ 73 at December 31, 2022 and 2021, respectively. The Company had $ 7 a nd $ 6 accrued within accrued salaries and wages relating to outstanding health insurance claims at December 31, 2022 and 2021, respectively. Share-based compensation The Company recognizes share-based compensation over the requisite service period of the awards (usually the vesting period) based on the grant date fair value of awards. An offsetting increase to shareholders’ equity is recorded equal to the amount of the compensation expense charge. For stock option grants with performance-based milestones, the expense is recorded over the service period after the achievement of the milestone is probable or the performance condition is achieved. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model on the date of grant. Grants of restricted stock units are valued based on the closing market share price of the Company’s stock on the date of grant. Forfeitures are estimated and recorded using historical forfeiture rates. The Company has an employee stock purchase plan (“ESPP”) under which shares of the Company’s common stock are available for purchase by eligible participants. The plan allows participants to purchase APi Group common stock at 85 % of its fair market value at the lower of (i) the date of commencement of the offering period or (ii) the last day of the exercise period, as defined in the plan documents. The fair value of purchases under the Company’s ESPP is estimated using the Black-Scholes option-pricing valuation model. The determination of fair value of stock-based awards using an option-pricing model is affected by the Company’s stock price as well as assumptions pertaining to several variables, including expected stock price volatility, the expected term of the award and the risk-free rate of interest. In the option-pricing model for the Company’s ESPP, expected stock price volatility is based on historical volatility of the Company’s common stock. The expected term of the award is based on historical and expected exercise patterns and the risk-free rate of interest is based on U.S. Treasury yields. Earnings per share Basic earnings per common share excludes dilution and is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. The Company has determined that its Series A Preferred Stock and Series B Preferred Stock are participating securities as the Series A Preferred Stock and Series B Preferred Stock participate in dividends with common stock according to a predetermined formula. Accordingly, the Company used the two-class method of computing basic and diluted earnings per share for common stock according to participation rights of the Series A Preferred Stock and Series B Preferred Stock. Under this method, net income applicable to holders of common stock is first reduced by the amount of dividends declared on Series A Preferred Stock and Series B Preferred Stock in the current period with remaining undistributed earnings allocated on a pro rata basis to the holders of common stock, Series A Preferred Stock, and Series B Preferred Stock to the extent that each class may share income for the period; whereas undistributed net loss is allocated to common stock because holders of Series A Preferred Stock and Series B Preferred Stock are not contractually obligated to share the loss. Revenue recognition and contract costs Refer to Note 6 – “Net Revenues”, for further discussion on the Company’s revenue recognition policies. Income taxes and distributions Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more-likely-than-not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties relating to unrecognized tax benefits and penalties in income tax expense. |
Recent accounting pronouncement
Recent accounting pronouncements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS Accounting standards issued and adopted In March 2020, the Financial Accounting Standards Board ("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, 2024. 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 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. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"), which improves comparability after business combinations by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The Company adopted ASU 2021-08 on January 1, 2022 and it did not have a material impact on its consolidated financial statements. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 4. BUSINESS COMBINATIONS The Company regularly evaluates potential acquisitions that strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into a new and attractive business area. Acquisitions are accounted for as business combinations using the acquisition method of accounting. As such, the Company makes a preliminary allocation of the purchase price to the tangible assets and identifiable intangible assets acquired and liabilities assumed. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Purchase price is allocated to acquired assets and liabilities assumed based upon their estimated fair values, with limited exceptions as permitted pursuant to U.S. GAAP, as determined based on estimates and assumptions deemed reasonable by the Company. The Company engages third-party valuation specialists to assist with preparation of critical assumptions and calculations of the fair value of acquired tangible and intangible assets in connection with significant acquisitions. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed is recorded as goodwill. Goodwill is attributable to the workforce of the acquired businesses, the complementary strategic fit and resulting synergies these businesses bring to existing operations, and the opportunities in new markets expected to be achieved from the expanded platform. 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" or "Chubb") is a globally recognized fire safety and security services provider, offering customers complete and reliable services from design and installation to monitoring and on-going maintenance and recurring services. The Chubb business is headquartered in the United Kingdom, and has operations in 17 countries, expanding the Company's geographic footprint to a total of over 20 countries. The results of the Chubb business are reported within the Company's Safety Services segment. The consideration paid by the Company for the stock purchase of the Chubb business 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 borrowing under the 2021 Term Loan (both defined in Note 12 - "Debt"). During the year ended December 31, 2022, the Company incurred transaction costs of $ 24 , which were expensed and included as a component of selling, general, and administrative expenses in the consolidated statements of operations. The Chubb Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations . The purchase price has been 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 , if fair value cannot be determined; (2) deferred income tax assets acquired and liabilities assumed are recognized and measured in accordance with ASC 740, Income Taxes ; (3) pensions and other post-retirement benefits other than pensions are recognized and measured in accordance with ASC 715, Compensation – Retirement Benefits ; (4) contract assets and liabilities are measured and recognized in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"); and (5) certain lease related assets and liabilities which are measured and recognized in accordance with ASC 842, Leases ("ASC 842"). The following table summarizes the final fair values of the assets acquired and liabilities assumed at the date of the Chubb Acquisition: Cash paid at closing $ 2,935 Working capital and net indebtedness adjustment ( 42 ) Total net consideration $ 2,893 Cash $ 60 Accounts receivable 426 Inventories 68 Contract assets 183 Other current assets 25 Property and equipment 73 Operating lease right of use assets 146 Pension and post-retirement assets 626 Other noncurrent assets 8 Intangible assets 1,200 Goodwill 1,367 Accounts payable ( 192 ) Contract liabilities ( 162 ) Accrued expenses ( 255 ) Finance and operating lease liabilities ( 148 ) Pension and post-retirement obligations ( 56 ) Deferred tax liabilities ( 383 ) Other noncurrent liabilities ( 93 ) Net assets acquired $ 2,893 The final allocation of the purchase price did not differ materially from preliminary estimates with the exception of measurement period adjustments, primarily related to working capital balances, property and equipment, and intangible assets recorded during the year ended December 31, 2022. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The Company has assigned final goodw ill of $ 1,367 to its S afety 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 amount of goodwill to be deductible for U.S. income tax purposes. Intangible assets The Company has identified the following significant intangible assets: customer relationships, trade names and trademarks, and contractual backlog. As of the effective date of the Chubb Acquisition, identifiable intangible assets are required to be measured at fair value, and these assets could include assets that are not intended to be used or sold or that are intended to be used in a manner other than their highest and best use. For purposes of these consolidated financial statements, the fair value and weighted-average useful lives of these intangible assets have been estimated using variations of the income approach. Specifically, the excess earnings method was utilized to estimate the fair value of the customer relationships and the contractual backlog. The relief from royalty method was utilized to estimate the fair value of the trade names and trademarks. Significant inputs used to value these intangible assets include projections of future cash flows, long-term growth rates, customer attrition rates, discount rates, royalty rates, and applicable income tax rates. The following table summarizes the fair value of the identifiable intangible assets: Customer relationships $ 695 Trade names and trademarks 450 Contractual backlog 55 Total intangibles $ 1,200 The estimated useful lives over which the intangible assets will be amortized are as follows: customer relationships ( fifteen years ), trade names and trademarks ( fifteen years ), and contractual backlog ( two years ). The results of operations for the Chubb business are included in the consolidated financial statements of the Company from the date of acquisition. Pro forma consolidated financial information The following pro forma consolidated financial information reflects the results of operations of the Company for the year ended December 31, 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. Year Ended Net revenues $ 6,099 Net loss ( 189 ) Pro forma financial information is presented as if the operations of the Chubb business 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 $ 45 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 During 2021, the Company completed the acquisitions of Premier Fire & Security, Inc. ("Premier Fire") and Northern Air Corporation ("NAC"), 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 consolidated statements of operations from their respective dates of acquisition. The Company has finalized its accounting for all 2021 acquisitions. During 2022, the Company recorded a measurement period adjustment, primarily related to a reclassification between intangible assets and goodwill for the NAC acquisition. Based on final purchase price allocations, the total amount of goodwill from the 2021 acquisitions expected to be deductible for tax purposes is $45. See Note 7 – “Goodwill and Intangibles” for the goodwill assigned to each segment. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date 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 14 10 Goodwill 17 13 19 Current liabilities ( 6 ) ( 13 ) ( 5 ) Net assets acquired $ 39 $ 40 $ 34 For the year ended December 31, 2022, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve mo nths was $ 2,061 and $ 18 , respe ctively. 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 one to two year 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 liability wa s $ 19 and $ 12 at December 31, 2022 and 2021, respectively. The maximum payout of these arrangements upon completion of the future performance periods was $ 25 and $ 57 , inclusive of the $ 19 an d $ 12 , accrued as of December 31, 2022 and 2021, respectively. The contingent compensation liability is included in contingent consideration and compensation liabilities in the consolidated balance sheets for all periods presented. The Company primarily determines the contingent compensation liability based on forecasted cumulative earnings compared to the cumulative earnings target set forth in the arrangement. Compensation expense associated with these arrangements is recognized ratably over the required employment period. The contingent consideration obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. For additional considerations regarding the fair value of the Company's contingent consideration liabilities, see Note 8 - "Fair Value of Financial Instruments." The total liability for deferred paymen ts was $ 9 and $ 15 at December 31, 2022 and 2021, respectively, and is included in contingent consideration and compensation liabilities in the consolidated balance sheets for all periods presented. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | NOTE 5. RESTRUCTURING In the second quarter of fiscal year 2022, the Company announced its multi-year Chubb restructuring program designed to drive efficiencies and synergies and optimize operating margin. The Chubb restructuring program includes expenses related to workforce reductions, lease termination costs, and other facility rationalization costs over the next three years. Since the Chubb Acquisition, the Company has incurred pre-tax restructuring costs within the Safety Services segment of $ 30 in connection with the Chubb restructuring program. In total, the Company estimates that it will recognize approximately $ 105 of restructuring costs related to the Chubb restructuring program by the end of fiscal year 2024. Of the $ 30 recognized to date, $ 7 was recorded in cost of revenues and $ 23 in selling, general, and administrative expenses on the consolidated statements of operations for the year ended December 31, 2022. The amounts recognized in the year ended December 31, 2022 relate to costs associated with workforce reductions. As of December 31, 2022, the Company had $ 22 in restructuring liabilities recorded in other accrued liabilities on the consolidated balance sheets for this plan. The following table summarizes the Company's 2022 restructuring program for the year ended December 31, 2022: Year Ended Balance as of December 31, 2021 $ — Charged to cost of revenues - employee related 7 Charged to selling, general, and administrative expenses - employee related 23 Payments ( 8 ) Currency translation adjustment — Balance as of December 31, 2022 $ 22 |
Net Revenues
Net Revenues | 12 Months Ended |
Dec. 31, 2022 | |
Revenues [Abstract] | |
Net Revenues | NOTE 6. NET REVENUES Under ASC 606, revenue is recognized when or as control of promised goods and services is transferred to customers, and the amount of revenue recognized reflects the consideration to which an entity expects to be entitled in exchange for the goods and services transferred. Net revenues are primarily recognized by the Company over time utilizing the cost-to-cost measure of progress. Net revenues recognized at a point in time primarily relate to distribution contracts and short-term time and materials contracts. Contracts with customers The Company derives net revenues primarily from contracts with a duration of less than one week to three years (with the majority of contracts with durations of less than six months) which are subject to multiple pricing options, including fixed price, unit price, time and material, or cost plus a markup. The Company also enters into fixed price service contracts related to monitoring, maintenance, and inspection of safety systems. The Company may utilize subcontractors in the fulfillment of its performance obligations. When doing so, the Company is considered the principal in these transactions and revenues are recognized on a gross basis. Net revenues for fixed price agreements are generally recognized over time using the cost-to-cost method of accounting, which measures progress based on the cost incurred relative to total expected cost in satisfying its performance obligation. The cost-to-cost method is used as it best depicts the continuous transfer of control of goods or services to the customer. Costs incurred include direct materials, labor and subcontract costs, and indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. These contract costs are included in the results of operations under cost of revenues. Labor and subcontractor labor costs are considered to be incurred and recognized as the work is performed. Net revenues from time and material contracts are recognized as the services are provided and is equal to the sum of the contract costs incurred plus an agreed upon markup. Net revenues earned from distribution contracts are recognized upon shipment or performance of the service. The cost estimation process for recognizing net revenues over time under the cost-to-cost method is based on the professional knowledge and experience of the Company’s project managers, engineers, and finance professionals. Management reviews estimates of total contract transaction price and total project costs on an ongoing basis. Changes in job performance, job conditions, and management’s assessment of expected variable consideration are factors that influence estimates of the total contract transaction price, total costs to complete those contracts, and the Company’s profit recognition. Changes in these factors could result in cumulative revisions to net revenues in the period in which the revisions are determined, which could materially affect the Company’s consolidated results of operations for that period. Provisions for estimated losses on uncompleted contracts are recorded in the period in which such estimated losses are determined. The Company disaggregates its net revenues primarily by segment, service type, and country from which revenues are invoiced, as the nature, timing and uncertainty of cash flows are relatively consistent within each of these categories. The following tables provide disclosure of disaggregated net revenues by segment for the years ended December 31, 2022, 2021, and 2020. Prior period balances in this table have been recast to reflect current period presentation, as described in Note 2 - "Significant Accounting Policies." Disaggregated net revenues information is as follows: Year Ended December 31, 2022 Safety Specialty Corporate and Consolidated Life Safety $ 4,025 $ — $ — $ 4,025 Heating, Ventilation, and Air Conditioning ("HVAC") 550 — — 550 Infrastructure/Utility — 1,154 — 1,154 Fabrication — 253 — 253 Specialty Contracting — 623 — 623 Corporate and Eliminations — — ( 47 ) ( 47 ) Net revenues $ 4,575 $ 2,030 $ ( 47 ) $ 6,558 Year Ended December 31, 2021 Safety Specialty Corporate and Consolidated Life Safety $ 1,647 $ — $ — $ 1,647 HVAC 434 — — 434 Infrastructure/Utility — 1,057 — 1,057 Fabrication — 244 — 244 Specialty Contracting — 605 — 605 Corporate and Eliminations — — ( 47 ) ( 47 ) Net revenues $ 2,081 $ 1,906 $ ( 47 ) $ 3,940 Year Ended December 31, 2020 Safety Specialty Corporate and Consolidated Life Safety $ 1,317 $ — $ — $ 1,317 HVAC 322 — — 322 Infrastructure/Utility — 1,370 — 1,370 Fabrication — 178 — 178 Specialty Contracting — 412 — 412 Corporate and Eliminations — — ( 12 ) ( 12 ) Net revenues $ 1,639 $ 1,960 $ ( 12 ) $ 3,587 Year Ended December 31, 2022 Safety Specialty Corporate and Consolidated United States $ 2,148 $ 1,961 $ ( 47 ) $ 4,062 France 564 — — 564 Other 1,863 69 — 1,932 Net revenues $ 4,575 $ 2,030 $ ( 47 ) $ 6,558 Year Ended December 31, 2021 Safety Specialty Corporate and Consolidated United States $ 1,726 $ 1,870 $ ( 47 ) $ 3,549 France — — — — Other 355 36 — 391 Net revenues $ 2,081 $ 1,906 $ ( 47 ) $ 3,940 Year Ended December 31, 2020 Safety Specialty Corporate and Consolidated United States $ 1,435 $ 1,926 $ ( 12 ) $ 3,349 France — — — — Other 204 34 — 238 Net revenues $ 1,639 $ 1,960 $ ( 12 ) $ 3,587 The Company’s contracts with its customers generally require significant services to integrate complex activities and equipment into a single deliverable and are, therefore, generally accounted for as a single performance obligation to provide a single contracted service for the duration of the project. For contracts with multiple performance obligations, the transaction price of a contract is allocated to each performance obligation and recognized as net revenues when or as the performance obligation is satisfied using the estimated stand-alone selling price of each distinct good or service. The stand-alone selling price is estimated using the expected cost plus a margin approach for each performance obligation. For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at December 31, 2022 was $ 2,891 . The Company expects to recognize revenue on approximately 87 % of the remaining performance obligations over the next twelve month s . When more than one contract is entered into with a customer on or close to the same date, management evaluates whether those contracts should be combined and accounted for as a single contract as well as whether those contracts should be accounted for as one, or more than one, performance obligation. This evaluation requires significant judgment and is based on the facts and circumstances of the various contracts. Contracts are often modified through change orders to account for changes in the scope and price of the goods or services being provided. Although the Company evaluates each change order to determine whether such modification creates a separate performance obligation, the majority of change orders are for goods or services that are not distinct within the context of the original contract and, therefore, not treated as a separate performance obligation but rather as a modification of the existing contract and performance obligation. Variable consideration Transaction prices for customer contracts may include variable consideration, which comprises items such as early completion bonuses and liquidated damages provisions. Management estimates variable consideration for a performance obligation utilizing estimation methods believed to best predict the amount of consideration to which the Company will be entitled. Variable consideration is included in the transaction price only to the extent it is probable, in the Company’s judgment, that a significant future reversal in the amount of cumulative revenue recognized under the contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Changes in the estimates of transaction prices are recognized in net revenues on a cumulative catch-up basis in the period in which the revisions to the estimates are made. Such changes in estimates may also result in the reversal of previously recognized net revenues if the ultimate outcome differs from the Company’s previous estimate. For the years ended December 31, 2022, 2021, and 2020, there were no significant reversals of revenues recognized associated with the revision of transaction prices. The Company typically does not incur any returns, refunds or similar obligations after the completion of the performance obligation since any deficiencies are corrected during the course of performance. Contract assets and liabilities The Company typically invoices customers with payment terms of net due in 30 days . It is also common for contracts in the Company's industries to specify a general contractor is not required to submit payments to a subcontractor until it has received those funds from the owner or funding source. In most instances, the Company receives payment of invoices between 30 to 90 days of the date of the invoice. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from the Company’s projects when revenues are recognized under the cost-to-cost measure of progress and exceeds the amounts invoiced to the Company’s customers, as the amounts cannot be billed under the terms of the Company's contracts. In addition, many of the Company’s time and material arrangements are billed in arrears pursuant to contract terms, resulting in the Company recording contract assets as net revenues are recognized in advance of billings. Contract liabilities from the Company’s contracts arise when amounts invoiced to the Company’s customers exceed net revenues recognized under the cost-to-cost measure of progress. Contract liabilities also include advance payments from the Company’s customers on certain contracts. Contract liabilities decrease as the Company recognizes net revenues from the satisfaction of the related performance obligation. The Company utilizes the practical expedient under ASC 606 and does not adjust for a significant financing component if the time between payment and the transfer of the related good or service is expected to be one year or less. The Company’s revenue arrangements are typically accounted for under such expedient as payments are within one year of performance for the Company’s services. As of December 31, 2022 and 2021, none of the Company’s contracts contained a significant financing component. Contact assets and contract liabilities are classified as current in the consolidated balance sheets as all amounts are expected to be relieved within one year. The balances of accounts receivable, net of allowances, contract assets and contract liabilities from contracts with customers as of December 31, 2022, 2021, and 2020 are as follows: Accounts Contract Contract Balance at December 31, 2020 $ 639 $ 142 $ 219 Balance at December 31, 2021 767 217 243 Balance at December 31, 2022 1,313 459 463 The Company did not recognize significant revenues associated with the final settlement of contract value for any projects completed in prior periods. In accordance with industry practice, accounts receivable includes retentions receivable, a portion of which may not be received within one year. At December 31, 2022 and 2021, retentions receivable wer e $ 150 and $ 117 , respectively, while the portions that may not be received within one year were $ 35 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2022 and 2021. Prior period balances in this table have been recast to reflect current period presentation, as described in Note 2 - "Significant Accounting Policies." The changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2022 and 2021 are as follows: Safety Specialty Total Goodwill as of December 31, 2020 $ 906 $ 176 $ 1,082 Acquisitions 42 5 47 Measurement period adjustments and other (1) ( 23 ) — ( 23 ) Goodwill as of December 31, 2021 925 181 1,106 Acquisitions 1,372 — 1,372 Foreign currency translation and other, net (2) ( 96 ) — ( 96 ) Goodwill as of December 31, 2022 $ 2,201 $ 181 $ 2,382 (1) Measurement period adjustments related to the finalization of purchase accounting for material and immaterial acquisitions in 2021 (see Note 4 - "Business Combinations"). Other includes fluctuations due to foreign currency translation. (2) Other includes measurement period adjustments recorded during the year ended December 31, 2022 related to acquisitions for which the measurement period ended during the year ended December 31, 2022 (see Note 4 - "Business Combinations"). Intangibles The Company's identifiable intangible assets are comprised of the following as of December 31, 2022 and 2021: December 31, 2022 Weighted Average Remaining Useful Lives Gross Accumulated Net Carrying Amortized intangibles: Contractual backlog 0.9 $ 153 $ ( 126 ) $ 27 Customer relationships 10.0 1,508 ( 367 ) 1,141 Trade names and trademarks 13.2 704 ( 88 ) 616 Total $ 2,365 $ ( 581 ) $ 1,784 December 31, 2021 Weighted Average Remaining Useful Lives 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 Approximate annual aggregate amortization expense of the intangible assets for the five years subsequent to December 31, 2022, is as follows: Years ending December 31: 2023 $ 221 2024 195 2025 195 2026 195 2027 171 Thereafter 807 Total $ 1,784 Amortization expense recognized on identifiable intangible assets are as follows: Year Ended Year Ended Year Ended 2022 2021 2020 Cost of revenues $ 30 $ 5 $ 69 Selling, general, and administrative expenses 197 122 113 Total intangible asset amortization expense $ 227 $ 127 $ 182 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 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 Company’s own assumptions. Recurring fair value measurements The Company’s financial assets and liabilities (adjusted to fair value at least quarterly) are derivative instruments and contingent consideration obligations. In the consolidated balance sheets, derivative instruments are primarily included in other noncurrent assets and other noncurrent liabilities and contingent consideration obligations are primarily included in contingent consideration and compensation liabilities. The following tables summarize the fair values and levels within the fair value hierarchy in which the measurements fall for assets and liabilities measured on a recurring basis as of December 31, 2022 and 2021: Fair Value Measurements at December 31, 2022 Financial assets: Level 1 Level 2 Level 3 Total Derivatives designated as hedge instruments Cash flow hedges - interest rate swaps $ — $ 14 $ — $ 14 Cash flow hedges - cross currency contracts — 17 — 17 Net investment hedges - cross currency contracts — 32 — 32 Fair value hedges - cross currency contracts — 50 — 50 Derivatives not designated as hedge instruments Foreign currency forward contracts — — — — Total $ — $ 113 $ — $ 113 Financial liabilities: Derivatives not designated as hedge instruments Foreign currency forward contracts — — — — Contingent consideration obligations — — ( 4 ) ( 4 ) Total $ — $ — $ ( 4 ) $ ( 4 ) Fair Value Measurements at December 31, 2021 Financial assets: Level 1 Level 2 Level 3 Total Derivatives designated as hedge instruments Cash flow hedges - cross currency contracts $ — $ 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 forward 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 probabilities of achieving future cash flows or earnings generally represent the only significant unobservable inputs. The contingent consideration obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. The table below presents a reconciliation of the fair value of the Company’s contingent consideration obligations that use unobservable inputs (Level 3), as well as other information about the contingent consideration obligations: Year Ended Year Ended Year Ended 2022 2021 2020 Balance at the beginning of the year $ 4 $ 7 $ 7 Issuances — 3 — Settlements — ( 6 ) ( 4 ) Adjustments to fair value — — 4 Balance at the end of the year $ 4 $ 4 $ 7 Number of open contingent consideration arrangements at the end of the year 3 3 3 Maximum potential payout at the end of the year $ 4 $ 5 $ 7 At December 31, 2022, the remaining open contingent consideration arrangements are set to expire at various dates through 2024. Level 3 unobservable inputs were used to calculate the fair value adjustments shown in the table above. The fair value adjustments and the related unobservable inputs were not considered significant for the year ended December 31, 2022. Fair value estimates The following table presents the carrying amount and fair value of the Company’s variable and non-variable interest rate debt (instruments defined in Note 12 – “Debt”), including current portion and excluding unamortized debt issuance costs, which are estimated by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The interest rates of the variable interest rate long-term debt instruments are generally reset monthly. During the year ended December 31, 2022, the Company repurchased $ 13 and $ 23 of the 4.125 % Senior Notes and 4.750 % Senior Notes, respectively. December 31, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value 2019 Term Loan $ 1,127 $ 1,120 $ 1,140 $ 1,139 2021 Term Loan 1,085 1,075 — — 4.125 % Senior Notes 337 284 350 348 4.750 % Senior Notes 277 243 300 305 |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 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, net investments in foreign operations, and interest rates. The Company does not hold derivative financial instruments of a speculative nature or for trading purposes. The Company records derivatives as assets and liabilities on the consolidated balance sheets at fair value. Changes in fair value are recognized immediately in earnings unless the derivative qualifies and is designated as a hedge. Cash flows from derivatives are classified in the consolidated statements of cash flows in the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships. The Company evaluates hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued. The Company is exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts and interest rate swap agreements. The Company monitors its exposure to credit risk by using credit approvals and credit limits and by selecting major global banks and financial institutions as counterparties. The Company does not enter into derivative transactions for trading purposes and is not party to any derivatives that require collateral to be posted prior to settlement. Certain of the Company’s derivative transactions are subject to master netting arrangements that allow the Company to net settle contracts with the same counterparties. These arrangements generally do not call for collateral and no cash collateral had been received or pledged related to the underlying derivatives. The following table presents the fair value of derivative instruments: December 31, 2022 December 31, 2021 Outstanding Gross Other Outstanding Gross Other Notional Amount Other Noncurrent liabilities Notional Amount Other Noncurrent liabilities Derivatives designated as hedging instruments: Cash flow hedges: Interest rate swaps $ 1,120 $ 14 $ — $ 720 $ — $ ( 11 ) Cross currency contracts 120 17 — 120 6 — Fair value hedges: Cross currency contracts 721 50 — — — — Net investment hedges: Cross currency contracts 230 32 — 230 12 — Total derivatives designated as hedging instruments $ 2,191 $ 113 $ — $ 1,070 $ 18 $ ( 11 ) Derivatives not designated as hedging instruments: Foreign currency forward contracts 118 — — — — — Total derivatives not designated as hedging instruments $ 118 $ — $ — $ — $ — $ — Total derivatives $ 2,309 $ 113 $ — $ 1,070 $ 18 $ ( 11 ) The following table presents the effect of derivatives on the consolidated statements of operations: Amount of income (expense) recognized in income Location of income (expense) Year ended December 31, Derivatives recognized in income 2022 2021 2020 Cash flow hedging relationships: Interest rate swaps Interest expense, net $ 1 $ ( 11 ) $ ( 7 ) Cross currency contracts Investment income and other, net 6 7 — Cross currency contracts Interest expense, net 2 — — Fair value hedging relationships: Cross currency contracts Investment income and other, net 53 — — Cross currency contracts Interest expense, net 3 — — Net investment hedging relationships: Cross currency contracts Interest expense, net 4 2 — Not designated as hedging instruments: Foreign currency forward contracts Investment income and other, net 2 1 ( 9 ) Currency Effects The income (expense) from derivatives designed to offset foreign currency exposure and recorded in investment income and other, net were offset by foreign currency transaction gains and losses resulting in a net (loss) gain of ($ 2 ) million, ($ 3 ) million and $ 12 million for the years ended December 31, 2022, 2021, and 2020, respectively. The following table presents the effect of cash flow and fair value hedge accounting on accumulated other comprehensive income (loss) ("AOCI"): Amount of gain (loss) Amount of gain (loss) recognized in other reclassified from comprehensive income Location of gain AOCI into income Year ended December 31, (loss) reclassified from Year ended December 31, Derivatives 2022 2021 2020 AOCI into income 2022 2021 2020 Cash flow hedging relationships: Interest rate swaps $ 48 $ 18 $ ( 27 ) Interest expense, net $ 3 $ — $ — Cross currency contracts 3 — — Investment income and other, net 10 ( 7 ) — Fair value hedging relationships: Cross currency contracts ( 2 ) — — Investment income and other, net 53 — — Net investment hedging relationships: Cross currency contracts 14 8 — Investment income and other, net — ( 1 ) — Cash flow hedges For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized in current earnings. Interest rate swaps The Company manages its fixed and floating rate debt mix using interest rate swaps. The Company uses interest rate swap contracts to separate interest rate risk management from the debt funding decision. The Company elected a method that does not require continuous evaluation of hedge effectiveness. During the year ended December 31, 2022, the Company terminated the previously outstanding $ 720 notional amount interest rate swap with a maturity date in October 2024 ("2024 Interest Rate Swap"). The present value as of the date of termination of the 2024 Interest Rate Swap is recorded in AOCI on the consolidated balance sheets. The fair value previously recognized in AOCI related to interest rate movements of the 2024 Interest Rate Swap is being amortized to interest expense on a straight-line basis through October 2024. As of December 31, 2022, approximately $ 29 of unrealized pre-tax gains remained in AOCI. During the year ended December 31, 2022, the Company entered into an aggregate $ 720 notional amount interest rate swap ("2026 Interest Rate Swap") that exchanges a variable rate of interest (LIBOR) for an average fixed rate of interest of approximately 3.64 % over the term of the agreement, which matures in October 2026 . During the year ended December 31, 2022, the Company entered into an aggregate $ 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 % over the term of the agreements, which mature in January 2028 . These swaps are forward-starting and are effective commencing January 2023. As of December 31, 2022, the Company had $ 1,120 notional amount outstanding in swap agreements, which includes the aggregate $ 400 notional amount of forward-starting swaps, and the four-year $ 720 notional 2026 Interest Rate Swap. The Company has designated these swaps as cash flow hedges of the interest rate risk attributable to forecasted variable interest (LIBOR) payments. As of December 31, 2022, the weighted average fixed rate of interest on these swaps, excluding the forward-starting swap, was approximately 3.64 %. Variations in the assets and liability balances are primarily driven by changes in the applicable forward yield curves related to LIBOR. Cross-currency swaps The Company enters into cross currency exchange contracts utilized to hedge against the effect of exchange rate fluctuations on cash flows denominated in foreign currencies and to hedge exposures of certain intercompany loans subject to changes in foreign currency exchange rates. The Company periodically assesses whether its currency exchange contracts are effective, and when a contract is determined to be no longer effective as a hedge, the Company discontinues hedge accounting prospectively. During 2021, the Company entered into two cross-currency swaps designated as cash flow hedges with gross notional U.S. dollar equivalent amounts of $ 26 and $ 94 with maturity dates of September 2027 and 2030, respectively. 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 consolidated statements of operations and perfectly offset the spot-to-spot change in the underlying intercompany loans, and as such, these hedges are deemed highly effective. The excluded component of the fair values of these derivatives is reported in AOCI within shareholders’ equity in the consolidated balance sheets. Any cash flows associated with these instruments are included in operating activities in the consolidated statements of cash flows. Net investment hedge The Company has net investments in foreign subsidiaries subject to changes in foreign currency exchange rates. During 2021, the Company entered into a $ 230 notional foreign currency swap designated as a net investment hedge for a portion of the Company’s net investments in Euro-denominated subsidiaries. Gains and losses resulting from a change in fair value of the net investment hedge are offset by gains and losses on the underlying foreign currency exposure and are included in AOCI in the consolidated balance sheets. During 2021, the Company amended the critical terms of the foreign currency swap by extending the maturity date and modifying the U.S. dollar and Euro coupons. The amended swap was redesignated as a net investment hedge as a result of the amendment, recorded at fair value with changes recorded in AOCI, and the initial net investment hedge was dedesignated. The amended net investment hedge reduces the Company’s interest expense by approximately $ 3 annually and reduces its overall effective interest rate by approximately 24 basis points and will mature in July 2029. The fair value previously recognized in AOCI related to interest rate movements of the dedesignated swap is being amortized to interest expense on a straight-line basis through the third quarter 2029. Foreign currency forward contracts The Company used foreign currency forward contracts to mitigate the foreign currency exposure of certain foreign currency transactions. Fair market value gains or losses on foreign currency forward contracts not designated as hedging instruments were included in the results of operations and are classified in investment income and other, net in the consolidated statements of operations. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 10. PROPERTY AND EQUIPMENT, NET The components of property and equipment as of December 31, 2022 and 2021 are as follows: Estimated December 31, December 31, Land N/A $ 30 $ 26 Building 39 98 77 Machinery and equipment 1 - 20 313 228 Autos and trucks 4 - 10 116 106 Office equipment 3 - 7 35 26 Leasehold improvements 1 - 15 33 18 Total cost 625 481 Accumulated depreciation ( 218 ) ( 155 ) Property and equipment, net $ 407 $ 326 Depreciation expense related to property and equipment, including finance leases, was $ 77 , $ 75 , and $ 81 , during the years ended December 31, 2022, 2021 and 2020, respectively. Depreciation expense is included within cost of revenues and selling, general, and administrative expenses in the consolidated statements of operations. |
Leases
Leases | 12 Months Ended |
Dec. 31, 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, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. The Company leases various facilities, equipment and vehicles from unrelated parties, which are primarily classified and accounted for as operating leases. The facility leases are primarily for office space with initial terms extending up to ten years . The equipment leases are primarily related to heavy equipment utilized in the completion of construction jobs, and the terms of the agreements range from one to seven years . Vehicle leases have a minimum lease term ranging from one to seven 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 by one to twelve 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. The Company made an accounting policy election to not recognize lease assets and lease liabilities for leases with terms of twelve months or less. For all other leases, the Company recognizes right-of-use ("ROU") assets and lease liabilities based on the present value of the lease payments over the lease term at the commencement date of the lease (or January 1, 2019 for leases existing upon the adoption of ASC 842). The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by lease incentives. When material leases are acquired in business combinations, the Company is required to measure the acquired lease liabilities at the present value of the remaining lease payments as if the acquired leases were new leases. A reassessment of the lease term, lessee options to purchase an underlying asset, lease payments, and discount rates is performed as of the date of acquisition. The ROU assets are then remeasured at the amount of the lease liability, adjusted for any off-market terms present in the acquired leases. The Company’s future lease payments may include payments that depend on an index or a rate (such as the consumer price index). The Company initially measures payments based on an index or rate using the applicable rate at lease commencement, and subsequent changes in such rates are recognized as variable lease costs in the period incurred. Some leases contain variable payments that are not based on an index or rate, and therefore are not included in the initial measurement of ROU assets and lease liabilities. These variable payments typically represent additional services transferred to the Company, such as common area maintenance for real estate, and maintenance or service programs for vehicles, and are recorded in lease expense in the period incurred. For leases that include residual value guarantees or payments for terminating the lease, the Company includes these costs in the lease liability when it is probable they will be incurred. The Company determines the present value of lease payments using its incremental borrowing rate (“IBR”), as the Company’s leases generally do not have a readily determinable implicit discount rate. The Company applies judgment in assessing factors such as Company-specific credit risk, lease term, nature and quality of the underlying collateral, and economic environment in determining the incremental borrowing rates for its leases. The Company’s IBR reflects the rate of the parent or group level. The Company acts as the central treasury function for all its subsidiaries and its collateral quality was considered in aggregate for the IBR. The Company developed IBR curves for all currency denominations of its leases. To determine its creditworthiness, the Company considered publicly available credit ratings from S&P Global Ratings ("S&P") and Moody’s Investors Service ("Moody’s"). Both the S&P local currency long-term rating and the Moody’s long-term corporate family credit ratings have improved slightly at BB- and Ba2, respectively, in the credit ratings that were released in September 2021. The amount (and impact) of the Company’s future operating lease payments, a consideration in the development of the IBR, would be reflected in the Company’s underlying credit rating. In its development of the IBR, the Company applied a base market yield curve reflective of its unsecured credit rating. Adjustments to the base market yield curve were then considered for any Company-specific debt instruments outstanding at the measurement date, and securitization adjustments were made to conclude on a lessee specific securitized market yield curve. No adjustment was considered for economic environment risk for the U.S. IBR as the underlying market data to derive the IBR was in USD. The Company also has significant leases located in (denominated in): Canada (CAD), European Union (EUR), United Kingdom (GBP), and Australia (AUD). To derive the applicable foreign IBR curves, the Company adjusted its concluded United States/USD IBR curve to the applicable foreign IBR curves using the covered interest rate parity theory, which captures foreign currency risk. The Company developed its IBR curves with tenors ranging from 1- year to 30-years to match its anticipated lease terms. For each lease, the Company applied the IBR that aligned with the concluded lease term. The Company estimated the IBRs on a quarterly basis throughout 2022, which ranged from 0.63 % to 12.65 % a cross all currencies for the 1-year through 30-year tenor. The Company has made an accounting policy election to account for lease and non-lease components in its contracts as a single lease component for all asset classes except for certain asset classes within its information technology arrangements. The Company allocates the consideration for certain asset classes within information technology arrangements to the separate components based on relative stand-alone prices using observable prices, if available, or estimates of stand-alone prices using observable information available. Operating lease cost is recognized on a straight-line basis over the lease term. Finance lease cost is recognized as a combination of amortization expense for the ROU assets and interest expense for the outstanding lease liabilities, and results in a front-loaded expense pattern over the lease term. The components of lease expense are as follows: Years Ended December 31, 2022 2021 2020 Operating lease cost $ 75 $ 35 $ 34 Finance lease cost - amortization of right-of-use assets 4 2 1 Short-term lease cost 39 26 28 Variable lease cost 21 6 4 Total lease cost $ 139 $ 69 $ 67 Supplemental consolidated statements of cash flows information related to leases is as follows: Years Ended December 31, 2022 2021 2020 Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows - payments on operating leases $ 75 $ 35 $ 33 Financing cash outflows - payments on finance leases 5 18 1 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 186 $ 26 $ 32 Finance leases 15 3 4 Included within ROU assets obtained in exchange for new lease obligations during the year ended December 31, 2022, there were $ 146 and $ 2 of operating and financing leases, respectively, which were adjusted to fair value as part of the Chubb Acquisition. Additionally, ROU assets obtained in exchange for new lease obligations during the year ended December 31, 2020, there were $ 14 and $ 3 of operating and financing leases, respectively, which were adjusted to fair value as part of acquisition activity. Supplemental consolidated balance sheets information related to leases is as follows: Years Ended December 31, 2022 2021 Finance leases: Building and land $ — $ — Machinery and equipment 17 5 Accumulated depreciation — — Property and equipment, net $ 17 $ 5 Weighted-average remaining lease term: Operating leases 5.0 years 6.0 years Finance leases 2.9 years 2.8 years Weighted-average discount rate: Operating leases 3.9 % 3.4 % Finance leases 4.5 % 2.3 % The future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities recognized on the consolidated balance sheets as of December 31, 2022 is as follows: Operating Leases Finance Leases Total Years ending December 31: 2023 $ 71 $ 6 $ 77 2024 53 5 58 2025 39 4 43 2026 24 2 26 2027 16 1 17 Thereafter 41 1 42 Total lease payments 244 19 263 Less imputed interest 23 1 24 Total present value of lease liabilities $ 221 $ 18 $ 239 Operating and finance leases - current $ 67 $ 6 $ 73 Operating and finance leases - non-current 154 12 166 Total present value of lease liabilities $ 221 $ 18 $ 239 The Company leases office and operating facilities from various parties that are in management positions at certain businesses and the Company incurred rent expense, including real estate taxes and operating costs of approxima tely $ 5 , $ 5 , and $ 5 during the years ended December 31, 2022, 2021, and 2020, respectively, under these arrangements. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 12. DEBT Debt obligations consist of the following: Maturity Date December 31, 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 337 350 4.750 % Senior Notes October 15, 2029 277 300 Other obligations 6 1 Total debt obligations 2,832 1,791 Less: unamortized deferred financing costs ( 43 ) ( 24 ) Total debt, net of deferred financing costs 2,789 1,767 Less: short-term and current portion of long-term debt ( 206 ) ( 1 ) Long-term debt, less current portion $ 2,583 $ 1,766 Term loan facility As of December 31, 2022, the Company had $ 1,127 o f principal outstanding under the 2019 Term Loan. During the year ended December 31, 2022, the Company made payments of $ 13 o n the 2019 Term Loan. The interest rate applicable to the 2019 Term Loan is, at our option, either (a) a base rate plus an applicable margin equal to 1.50 % or (b) a Eurocurrency rate (adjusted for statutory reserves) plus an applicable margin equal to 2.50 %. The Company completed an amendment to its credit agreement during 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 bal ance will bear interest at 7.38 % per annum based on one-month LIBOR plus 275 basis points, but the rate will fluctuate as LIBOR fluctuates. During the year ended December 31, 2022, the Company made paym ents of $ 15 on the 2021 Term Loan. As of December 31, 2022, the Company had a four-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 3.64 % per annum. Accordingly, the Company's fixed interest rate per annum on the swapped $ 720 notional value of the 2019 Term Loan is 3.64 % through its maturity. The remain ing $ 407 of the 2019 Term Loan balance will bear interest at 7.13 % p er annum based on one-month LIBOR plus 250 basis points, but the rate will fluctuate as LIBOR fluctuates . Starting in January 2023, the Company will have a 5-year interest rate swap on the 2021 Term Loan exchanging one-month LIBOR for a rate of 3.46 %. Refer to Note 9 - "Derivatives" for additional information. 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 December 31, 2022 and 2021, the Company had no amounts outstanding under the Revolving Credit Facility, and $ 446 and $ 227 was available at December 31, 2022 and 2021, respectively, after giving effect to $ 54 and $ 73 of outstanding letters of credit, respectively. As of December 31, 2022 and 2021, the Company was in compliance with all applicable debt covenants. Senior notes 4.125 % Senior Notes During the year ended December 31, 2021, the Company completed a private offering of $ 350 aggregate principal amount of 4.125 % Senior Notes (the “ 4.125 % Senior Notes”) issued under an indenture dated June 22, 2021. The 4.125 % Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company’s subsidiaries. The Company 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 the year ended December 31, 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 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. Senior Notes Repurchases During the year ended December 31, 2022, the Company repurchased on the open m arket $ 13 and $ 23 of the 4.125 % Senior Notes and 4.750 % Senior Notes, respectively (the "Repurchases"). In connection with the Repurchases, the Company recognized a net gain on debt extinguishment of $ 5 . The Company was in compliance with all covenants contained in the indentures governing the 4.125 % Senior Notes and 4.750 % Senior Notes as of December 31, 2022 and 2021. Other obligations As of December 31, 2022 and 2021, the Company had $ 6 an d $ 1 in notes outstanding, respectively, for working capital purposes and the acquisition of equipment and vehicles. Amounts outstanding under these notes are included in the table below . Approximate annual maturities, excluding amortization of debt issuance costs, of the Company’s financing arrangements for years subsequent to December 31, 2022, are as follows: Years Ending December 31: 2023 $ 6 2024 — 2025 — 2026 1,127 2027 — Thereafter 1,699 Total $ 2,832 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13. INCOME TAXES For the years ended December 31, 2022, 2021, and 2020, the components of income (loss) before income taxes are as follows: Year Ended Year Ended Year Ended 2022 2021 2020 U.S. earnings (loss) $ 40 $ 54 $ ( 180 ) Foreign earnings (loss) 53 25 ( 4 ) Total earnings (loss) $ 93 $ 79 $ ( 184 ) The income tax provision (benefit) for the years ended December 31, 2022, 2021, and 2020, consisted of the following: Year Ended Year Ended Year Ended 2022 2021 2020 Current: U.S. federal $ 32 $ 9 $ 17 State 13 8 19 Foreign 22 9 7 Total current tax provision $ 67 $ 26 $ 43 Deferred: U.S. federal $ ( 32 ) $ 6 $ ( 50 ) State ( 3 ) 2 ( 20 ) Foreign ( 12 ) ( 2 ) ( 4 ) Total deferred tax (benefit) provision $ ( 47 ) $ 6 $ ( 74 ) Total income tax provision (benefit) $ 20 $ 32 $ ( 31 ) The reconciliation of the federal statutory income tax rate to the Company’s provision for income taxes is as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, 2022 2021 2020 Expected provision (benefit) at statutory federal rate $ 19 21.0 % $ 17 21.0 % $ ( 39 ) 21.0 % Withholding taxes on foreign entities ( 9 ) ( 9.7 )% — 0.0 % — 0.0 % State tax provision (benefit), net of federal benefit 7 7.5 % 8 10.1 % ( 6 ) 2.6 % Uncertain tax positions ( 1 ) ( 1.1 )% — 0.0 % — 0.0 % Foreign rate differential ( 4 ) ( 4.3 )% 1 1.3 % — 0.0 % Valuation allowance ( 1 ) ( 1.1 )% — 0.0 % 4 ( 1.2 )% Transaction costs 3 3.2 % 4 5.1 % 1 ( 0.5 )% Section 162(m) limitation 2 2.1 % 2 2.5 % 1 ( 0.5 )% Permanent differences and other 4 4.4 % — 0.0 % 8 ( 4.0 )% Total provision (benefit) for income taxes $ 20 22.0 % $ 32 40.0 % $ ( 31 ) 17.4 % The components of deferred tax assets and liabilities consisted of the following: December 31, December 31, 2022 2021 Deferred tax assets: Operating and finance lease liabilities $ 59 $ 28 Accrued compensation 48 29 Accrued expenses 31 23 Net operating loss carryforwards 26 4 Goodwill — 16 Amortization on identified intangible assets — 15 Contingent consideration and compensation liabilities 10 7 Derivatives — 1 Capital loss carryforwards 47 — Credits 36 — Reserves and allowances 10 — Other 16 2 Gross deferred tax assets 283 125 Valuation allowance ( 100 ) ( 3 ) Net deferred tax assets $ 183 $ 122 Deferred tax liabilities: Depreciation on fixed assets $ 51 $ 49 Goodwill 3 — Amortization on identified intangible assets 203 — Operating lease right of use assets 59 28 Derivatives 9 — Deferred payments 4 3 Pension and post-retirement obligations 82 — Withholding taxes on foreign earnings — 10 Other 4 2 Deferred tax liabilities $ 415 $ 92 Net deferred tax (liabilities) assets $ ( 232 ) $ 30 Deferred income tax assets represent potential future income tax benefits. Realization of these assets is ultimately dependent upon future taxable income. Deferred tax assets must be reduced by a valuation allowance if, based on all available evidence, it is considered more likely than not that some or all of the recorded deferred tax assets will not be realized in a future period. The Company considers all negative and positive evidence, including the weight of the evidence, to determine if a valuation allowance is required. As of December 31, 2022 and 2021, valuation allowances of $ 100 and $ 3 were recorded against certain deferred tax assets of the Company’s foreign subsidiaries. The increase in valuation allowance year over year is due to the Chubb Acquisition. As of December 31, 2022, the Company had gross federal, state and foreign net operating loss carryforwards of approximately $ 0 , $ 21 , and $ 103 , respectively. The state net operating loss carryforwards have carryforward periods of five to twenty years and begin to expire in 2027 . The foreign net operating loss carryforwards generally have carryback periods of three years, carryforward periods of twenty years, or that are indefinite, and begin to expire in 2036 . Prior to 2022, the Company had recorded a deferred tax liability of $ 9 for withholding taxes related to foreign subsidiaries' unremitted earnings. Beginning in the first quarter of 2022, in conjunction with the Chubb Acquisition, the Company has asserted permanent reinvestment of the undistributed earnings of approximately $ 194 of international affiliates unless the earnings can be remitted in a net income tax benefit or tax neutral manner. As a result, the deferred tax liability was recorded to income tax benefit during the first quarter of 2022. If there are future policy changes, the Company would record the applicable taxes in the period of change. Due to the complexity of the legal entity structure, the number of legal entities and jurisdictions involved, and the complexity of the laws and regulations, the Company believes it is not practicable to estimate the amount of additional taxes which may be payable upon distribution of these undistributed earnings. Accordingly, no deferred taxes have been provided for withholding taxes or other taxes on permanently reinvested earnings. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended Year Ended Year Ended 2022 2021 2020 Gross unrecognized tax benefits at the beginning of the year $ 2 $ 3 $ 4 Additions for tax positions taken in a prior period (including acquired uncertain tax positions) 7 — — Reductions for tax positions taken in a prior period (including acquired uncertain tax positions) — ( 1 ) ( 1 ) Additions for tax positions taken in the current period 1 — — Reductions for tax positions taken in current period — — — Foreign currency translation adjustments ( 2 ) — — Gross unrecognized tax benefits as of the end of the year $ 8 $ 2 $ 3 The Company’s liability for unrecognized tax benefits is recorded within other non-current liabilities on the consolidated balance sheets and recognizes interest and penalties accrued related to unrecognized tax benefits in the provision for income taxes in the consolidated statements of operations. The Company had $ 2 and $ 1 of accrued gross interest and penalties as of December 31, 2022 and 2021, respectively. During the years ended December 31, 2022, 2021, and 2020, the Company did no t recognize net interest expense. If all of the Company’s unrecognized tax benefits as of December 31, 2022 were recognized, $ 8 would impact the Company’s effective tax rate. The Company does not expect any unrecognized tax benefits to expire in the next twelve months due to lapses in the statute of limitations. The Company files income tax returns in the U.S. federal jurisdiction, and various state, local and foreign jurisdictions. As of December 31, 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. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | NOTE 14. EMPLOYEE BENEFIT PLANS Employee stock purchase plan Most of the Company’s employees in the U.S and Canada, including named executive officers, are eligible to participate in the Company’s ESPP. Sales of shares of the Company’s common stock under the ESPP are generally made pursuant to offerings that are intended to satisfy the requirements of Section 423 of the Internal Revenue Code. The ESPP permits employees of the Company to purchase common stock at a price equal to 85 % of the lesser of (i) the market value of the common stock on the first date of the offering period, or (ii) the market value of the common stock on the purchase date, whichever is lower. Participants are subject to eligibility requirements and may not purchase more than 500 shares in any offering period or more than ten thousand dollars of common stock in a year under the ESPP. During the year ended December 31, 2022, the Company reco gnized $ 4 of exp ense, and issued 836,380 shares of the Company's common stock at a weighted-average price per s hare of $ 14.92 related to the ESPP. T he total cash proceeds from the ESPP during the year ended December 31, 202 2 was $ 12 . As of December 31, 2022, the Company accrued a liability of $ 6 , w hich has been recorded as accrued salaries and wages in the consolidated balance sheets, fo r 459,690 shares of the Company's common stock that were issued to employees in January 2023. As of December 31, 2022, there were approximately 7,252,300 shares reserved for future issuance under the ESPP. 401(k) plans The Company has 401(k) plans that provide for annual contributions not to exceed the maximum amount allowed by the Internal Revenue Code. The plans are qualified and cover employees meeting certain eligibility requirements who are not covered by collective bargaining agreements. The amounts contributed each year are discretionary and are determined annually by management. The Company recogniz ed $ 12 , $ 11 , an d $ 11 , i n 401(k) expense during the years ended December 31, 2022, 2021, and 2020, respectively. Defined benefit pension plans The Company sponsors both funded and unfunded foreign defined benefit pension plans that cover a portion of the Company's employees, and the largest plans are closed to new participants and frozen for accrual of future service. Refer to Note 15 - "Pension" for more information on these plans. Post-retirement benefit plans As part of the Chubb Acquisition, the Company assumed an unfunded p ost-retirement benefit plan that provides life benefits to certain eligible retirees in Canada. As of December 31, 2022, the benefit obligation was $ 3 . The PBO discount rat e was 3.0 % a t December 31, 2022. Benefit payments, including amounts to be paid from corporate assets and reflecting expected future service, as appropriate, are expected to be less th an $ 1 fo r 2023 through 2028 and thereafter. Profit sharing plans The Company has a trustee-administered, profit sharing retirement plan covering substantially all of the Company's employees in the U.S. not covered by collective bargaining agreements and also adopted a profit sharing plan for employees in Canada (collectively, “Profit Sharing Plans”). The Profit Sharing Plans provide for annual discretionary contributions in amounts based on a performance grid as determined by the Company’s directors. In connection with these plans, the Company recog nized $ 15 , $ 15 , and $ 14 in expense for shares distributed to eligible employees during the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022 and 2021, the Company accrued a liability of $ 16 and $ 15 , respectively, which has been recorded as accrued salaries and wages in the consolidated balance sheets for shares of the Company's common stock. The liability accrued as of December 31, 2021 was settled in common stock during the year ended December 31, 2022. Multiemployer pension plans The Company participates in several multiemployer pension plans ("MEPP") that provide retirement benefits to certain union employees in accordance with various collective bargaining agreements ("CBA"). As one of many participating employers in these MEPPs, the Company may be responsible with the other participating employers for any plan underfunding. The Company’s contributions to a particular MEPP are established by the applicable CBAs; however, its required contributions may increase based on the funded status of the MEPP and the legal requirements of the Pension Protection Act of 2006 (the "PPA"), which requires substantially underfunded MEPPs to implement a funding improvement plan ("FIP") or a rehabilitation plan ("RP") to improve their funded status. Factors that could impact the funded status of the MEPP include, without limitation, investment performance, changes in the participant demographics, decline in the number of contributing employers, changes in actuarial assumptions, and the utilization of extended amortization provisions. The Company believes that certain of the MEPPs in which the Company participates may have underfunded vested benefits. Due to uncertainty regarding future factors that could trigger withdrawal liability, as well as the absence of specific information regarding the MEPPs current financial situation, the Company is unable to determine (a) the amount and timing of any future withdrawal liability, if any, and (b) whether the Company’s participation in these MEPPs could have a material adverse impact on the Company’s consolidated financial position, results of operations, or liquidity. The Company did no t record any withdrawal liability for the years ended December 31, 2022, 2021, and 2020. The Company’s participation in MEPPs for the year ended December 31, 2022, is outlined in the table below. The EIN/PN column provides the Employer Identification Number ("EIN") and the three-digit plan number ("PN"). The most recent PPA zone status available for 2022, 2021 and 2020 is for the plan year ends, as indicated below. The zone status is based on information that the Company received from the plans and is certified by the plans’ actuaries. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded. The FIP/RP status pending/implemented column indicates plans for which an FIP or an RP either is pending or has been implemented. In addition, the Company may be subject to a surcharge if the Plan is in the red zone. The Surcharge imposed column indicates whether a surcharge has been imposed on contributions to the Plan. The last column lists the expiration date(s) of the collective bargaining agreement(s) to which the plans are subject. FIP/RP PPA Zone Status (1) Status Contributions More Expiration Plan December 31 Pending/ (in millions) Than Surcharge Date of Pension Fund EIN/PN Year-End 2022 2021 2020 Implement 2022 (3) 2021 (3) 2020 (3) 5% (2) Imposed CBA National Automatic Sprinkler Industry Pension Fund 52-6054620 - 001 12/31/2021 Green Green Red No 30 26 25 Yes No 3/31/2025 Twin City Pipe Trades Pension Plan 41-6131800 - 001 4/30/2022 Green Green Green No 10 9 6 Yes No 4/30/2024 Sheet Metal Workers' National Pension Fund 52-6112463 - 001 12/31/2021 Yellow Yellow Yellow Yes 6 6 5 No No 5/31/2023 Asbestos Workers Local 2 Pension Fund 23-6030054 - 001 12/31/2021 Green Green Green No 4 6 1 Yes No 7/31/2025 Boilermaker-Blacksmith National Pension Trust 48-6168020 - 001 12/31/2021 Yellow Yellow Yellow Yes 5 6 5 No No 6/30/2023 National Electrical Benefit Fund 53-0181657 - 001 12/31/2021 Green Green Green No 8 6 7 No No 6/30/2024 Heavy And General Laborers Local Unions 472 And 172 Of New Jersey Pension Fund 22-6032103 - 001 3/31/2023 Green Green Green No 5 6 6 No No 2/29/2024 Plumbers And Pipefitters National Pension Fund 52-6152779 - 001 6/30/2021 Yellow Yellow Yellow Yes 4 4 3 No No 6/1/2024 Central Pension Fund Of The IUOE & Participating Employers 36-6052390 - 001 1/31/2022 Green Green Green No 3 3 3 No No 5/31/2023 Sheet Metal Workers' Local 10 Pension Fund 41-1562581 - 001 12/31/2021 Green Green Green No 3 3 2 Yes No 4/30/2024 Minnesota Laborers Pension Fund 41-6159599 - 001 12/31/2020 Green Green Green No 2 2 2 No No 4/30/2023 Building Trades United Pension Trust Fund Milwaukee And Vicinity 51-6049409 - 001 5/31/2021 Green Green Green No 2 2 3 No No 5/31/2023 Total other 17 16 17 Total $ 99 $ 95 $ 85 (1) The zone status represents the most recent available information for the respective MEPP, which may be 2021 or earlier for the 2022 year and 2020 or earlier for the 2021 year. (2) This information was obtained from the respective plan’s Form 5500 (Forms) for the most current available filing. These dates may not correspond with the Company’s fiscal year contributions. The above-noted percentages of contributions are based upon disclosures contained in the plans’ Forms. Those Forms, among other things, disclose the names of individual participating employers whose annual contributions account for more than 5% of the aggregate annual amount contributed by all participating employers for a plan year. Accordingly, if the annual contribution of two or more of the Company’s subsidiaries each accounted for less than 5% of such contributions, but in the aggregate accounted for in excess of 5% of such contributions, that greater percentage is not available and accordingly is not disclosed. (3) 2022, 2021, and 2020 periods represent the years ended December 31, 2022, 2021, and 2020. The nature and diversity of the Company’s business may result in volatility in the amount of its contributions to a particular MEPP for any given period. That is because, in any given market, the Company could be working on a significant project and/or projects, which could result in an increase in its direct labor force and a corresponding increase in its contributions to the MEPP(s) dictated by the applicable CBA. When that particular project(s) finishes and is not replaced, the number of participants in the MEPP(s) who are employed by the Company would also decrease, as would its level of contributions to the particular MEPP(s). Additionally, the amount of contributions to a particular MEPP could also be affected by the terms of the CBA, which could require, at a particular time, an increase in the contribution rate and/or surcharges. During the year ended December 31, 2022, the Company’s contributions to various MEPP(s) did not significantly increase as a result of acquisitions. |
Pension
Pension | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Pension | NOTE 15. PENSION The Company sponsors both funded and unfunded foreign defined benefit pension plans that cover a portion of the Company's employees, and the largest plans are closed to new participants and frozen for accrual of future service. The Company assumed the pension plans as part of the Chubb Acquisition on January 3, 2022. Guidance under FASB ASC Topic 715, Compensation – Retirement Benefits , requires balance sheet recognition of the overfunded or underfunded status of pension and postretirement benefit plans. Under this guidance, actuarial gains and losses, prior service costs or credits, and any remaining transition assets or obligations that have not been recognized under previous accounting standards must be recognized in other comprehensive income (loss), net of tax effects, until they are amortized as a component of net periodic benefit cost. Pension and post-retirement obligation balances and related costs reflected within the consolidated balance sheets include costs directly attributable to plans dedicated to the Company. December 31, 2022 Plan assets $ 1,617 December 31, 2022 Projected benefit obligation ("PBO") funded status Fair value of plan assets $ 1,617 Benefit obligations ( 1,262 ) Funded status of plans $ 355 Year Ended Change in benefit obligation Beginning balance $ — Acquisition 2,041 Service cost 7 Interest cost 32 Plan participants' contributions 1 Actuarial gain ( 531 ) Benefits paid ( 92 ) Settlements ( 13 ) Currency impact ( 183 ) Ending balance $ 1,262 Change in plan assets Beginning balance $ — Acquisition 2,615 Employer contributions 34 Plan participants' contributions 1 Benefits paid ( 92 ) Actual return on assets ( 687 ) Settlements ( 13 ) Currency impact ( 241 ) Ending balance $ 1,617 Supplemental consolidated balance sheets information related to pension is as follows: December 31, 2022 Pension and post-retirement benefits $ 392 Other accrued liabilities ( 1 ) Other noncurrent liabilities ( 36 ) Net amount recognized $ 355 Information for pension plans with accumulated benefit obligations in excess of plan assets: December 31, 2022 PBO $ 54 Accumulated benefit obligation 44 Fair value of plan assets 18 Information for pension plans with projected benefit obligations in excess of plan assets: December 31, 2022 PBO $ 60 Accumulated benefit obligation 49 Fair value of plan assets 23 The components of the net periodic pension benefit for the defined benefit pension plans are as follows: Year Ended Service cost $ 7 Interest cost 32 Expected return on plan assets ( 74 ) Net periodic pension benefit $ ( 35 ) Major assumptions used in determining the benefit obligation and net periodic benefit cost for pension plans are presented in the following table as weighted averages: Year Ended December 31, 2022 Benefit Obligation Net Periodic Discount rates: PBO 4.9 % 1.9 % Interest cost — 1.7 % Service cost — 2.2 % Salary scale 3.0 % 2.9 % Expected return on plan assets — 3.1 % The discount rate assumptions are developed using a bond yield curve constructed from a population of high-quality, non-callable, corporate bond issues with maturities ranging from six months to nineteen years . A discount rate is estimated for and is based on the durations of the underlying plans. The expected long-term rate of return used for the Company’s pension plans is determined in each local jurisdiction and is based on the assets held in that jurisdiction, the expected rate of returns for the type of assets held and any guaranteed rate of return provided by the investment. The other assumptions used to measure the pension obligations, including discount rate, vary by country based on specific local requirements and information. Non-U.S. pension plan assets are typically managed by decentralized fiduciary committees. The disclosure below of asset categories is presented in aggregate for 12 defined benefit plans in 7 countries; however, there is variation in asset allocation policy from country to country. Local regulations, local funding rules, and local financial and tax considerations are part of the funding and investment allocation process in each country. Each plan has its own strategic asset allocation. The asset allocations are reviewed periodically and rebalanced when necessary. The Company has no significant concentration of risk in the assets of its pension plans. The allocation of the pension plan assets are presented in the following table as weighted averages: Year Ended December 31, 2022 Target Asset Allocation Percentage Percentage of Plan Assets Equity securities 3.8 % 3.8 % Debt securities 82.2 % 76.1 % Real estate 0.6 % 0.8 % Other 13.4 % 19.3 % Total 100.0 % 100.0 % The fair values 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 1 Total Equities: Global equity funds $ — $ 326 $ — $ 12 $ 338 Fixed income securities: Governments — 762 — — 762 Corporate bonds — 415 — — 415 Global fixed income at net asset value — 50 — — 50 Real estate 2 — 11 — — 11 Other 3 — 1 — 4 5 Cash & cash equivalents 4 16 20 — — 36 Subtotal $ 16 $ 1,585 $ — $ 16 $ 1,617 Other assets & liabilities 5 — Total at December 31, 2022 $ 1,617 (1) In accordance with ASU 2015-07, Fair Value Measurement (Topic 820), certain investments that are measured at fair value using net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented for the total pension assets. (2) Represents 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. Over-the-counter securities and government obligations are valued at the bid prices or the average of the bid and ask prices on the last business day of the year from published sources or, if not available, from other sources considered reliable, generally broker quotes. Temporary cash investments are stated at cost, which approximates fair value. The Company made total contributions of approximately $ 34 to the global defined benefit pension plans in 2022, including a one-time contribution of $ 27 . Contributions do not reflect benefits to be paid directly from corporate assets. The Company estimates contributions to be made to its pension plans will approximate $ 6 in 2023. 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: $ 87 in 2023, $ 87 in 2024, $ 88 in 2025, $ 87 in 2026, $ 91 in 2027, and $ 458 from 2028 through 2032. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | NOTE 16. RELATED-PARTY TRANSACTIONS An annual dividend for Series A Preferred Stock was 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 the co-chair of the Company’s Board of Directors. In addition, the Company incurred advisory fees of $ 4 during both the years ended December 31, 2022 and 2021, payable to Mariposa Capital, LLC, an entity owned by the co-chair of the Company’s Board of Directors. During the year ended December 31, 2022, the Company issued and sold 800,000 shares of the Company’s 5.5 % Series B Redeemable Convertible Preferred Stock, par value $ 0.0001 per share (the “Series B Preferred Stock”) for an aggregate purchase price of $ 800 . Of the 800,000 shares issued and sold, 200,000 shares were sold to Viking Global Equities Master Ltd. and Viking Global Equities II LP ("Viking Purchasers"), which is the aggregate owner of more than 5 % of the Company's outstanding stock, for an aggregate purchase price of $ 200 . During the year ended December 31, 2022, the Company declared dividends of 632,379 shares of common stock on the Series B Preferred Stock held by the Viking Purchasers, with 486,234 shares issued in 2022, and 146,145 shares issued in January 2023. The Company has entered into sales contracts with Royal Oak Enterprises, an entity controlled by the co-chair of the Company's Board o f Directors, and recorded $ 9 in net revenues for the year ended December 31, 2022, and as of December 31, 2022 had $ 6 in accounts receivable, net of allowances. From time to time, t he Company also enters into other immaterial related-party transactions. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | NOTE 17. CONTINGENCIES The Company is involved in various litigation matters and is subject to claims from time to time from customers and various government entities. While it is not feasible to determine the outcome of any of these uncertainties, it is the opinion of management that their outcomes will not have a material adverse effect on the financial position, results of operations, or cash flows of the Company. Environmental The Company's operations are subject to environmental regulation by various authorities. The Company has accrued for the costs of environmental remediation activities, including but not limited to, investigatory, remediation, operating and maintenance costs, and performance guarantees, and periodically reassess these amounts. Management believes that the likelihood of incurring losses materially in excess of the amounts accrued is remote. The outstanding liability for these obligations was $ 16 and $ 6 , and was included in other noncurrent liabilities as of December 31, 2022 and 2021, respectively. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 18. SHAREHOLDERS' EQUITY Shareholders' equity Series A Preferred Stock The Company has 4,000,000 shares of Series A Preferred Stock issued and outstanding as of December 31, 2022. The holders of the Series A Preferred Stock are entitled to receive an annual dividend in the form of common shares or cash, at the Company’s sole option (for which the Company settled in shares subsequent to year end) based on the increase in the market price of the Company’s common stock (the "Annual Dividend Amount"). The Annual Dividend Amount is equal to 20 % of the increase in the volume-weighted average market price per share of the Company’s common shares for the last ten trading days of the calendar year, multiplied by 141,194,638 shares. As of December 31, 2021, the Annual Dividend Amount was calculated based on the appreciation of the Company’s share price of $ 24.3968 over the highest price previously used in calculating the Annual Dividend Amount of $ 17.8829 . As of December 31, 2022, an annual dividend was not declared as the volume-weighted average market price per share of the Company's common shares for the last ten trading days of the calendar year was not above the highest previously used dividend price of $ 24.3968 . The annual dividend declared as of December 31, 2021 resulted in 7,539,697 shares of common stock issued to the Series A Preferred Stock holders in January 2022. The holders of Series A Preferred Stock are also entitled to participate in any dividends on the common shares on an if-converted basis. In addition, if the Company pays a dividend on its common shares, the Series A Preferred Stock holders will also receive an amount equal to 20 % of the dividend which would be distributable on 141,194,638 o f common shares. All such dividends on the Series A Preferred Stock will be paid at the same time as the dividends on the common shares. Dividends are paid for the term the Series A Preferred Stock is outstanding. Each share of Series A Preferred Stock is convertible into one common share at the option of the holder until conversion. If there is more than one holder of Series A Preferred Stock, a holder of Series A Preferred Stock may exercise its rights independently of any other holder of Series A Preferred Stock. 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. Stock repurchases The Company is authorized to purchase up to an aggregate of $ 250 of shares of the Company’s common stock pursuant to the stock repurchase program ("SRP"), which will expire on February 29, 2024 unless otherwise modified or terminated by the Company's Board of Directors. The SRP authorizes open market, private, and accelerated share repurchase transactions. During the year ended December 31, 2022, the Company repurchas ed 2,505,723 shares of common stock for approximately $ 44 . As of December 31, 2022, the Company had approximately $ 206 of auth orized repurchases remaining under the SRP. Redeemable Convertible Preferred Stock Series B Preferred Stock During the year ended December 31, 2022, the Company issued and sold, for an aggregate purchase price of $ 800 , 800,000 shares of the Company’s 5.5 % Series B Preferred Stock, par value $ 0.0001 per share. The holders of the Series B Preferred Stock are entitled to dividends at the rate of 5.5 % per annum, payable in cash or the Company’s common stock, at the Company's election. The Series B Preferred Stock ranks senior to the Company's common stock and Series A Preferred Stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Company. The Series B Preferred Stock is classified as redeemable convertible preferred stock on the consolidated balance sheets due to a provision that a change in control or de-listing of the Company could require the Company to redeem the Series B Preferred Stock for cash at the election of the holder. The Series B Preferred Stock is convertible, at the holder’s option, into shares of the Company’s common stock at a conversion price equal to $ 24.60 per share, subject to certain customary adjustments. The holders of Series B Preferred Stock have certain other rights including voting rights on an as-converted basis, certain pre-emptive rights on private equity offerings by the Company, certain registration rights, and, in the case of certain holders, certain director designation rights, as provided in the certificate of designation governing the Series B Preferred Stock. The Company may, at its option, effect conversion of the outstanding shares of Series B Preferred Stock to common stock, but only if the volume-weighted average price of the Company's common stock exceeds $ 36.90 per share for 15 consecutive trading day s. Dividends The holders of Series B Preferred Stock are entitled to receive cumulative dividends at a rate of 5.5 % as and when declared by the Board of Directors, prior and in preference to any declaration or payment of any dividend on the Company's common stock and Series A Preferred Stock. Series B Preferred Stock dividends are cumulative and accrued quarterly, in cash or in common stock, based on an annual 5.5 % dividend rate. The Company declared and issued Series B Preferred Stock dividends of $ 33 or 1,944,939 sh ares of common stock during the year ended December 31, 2022. The Company declared a Series B Preferred Stock dividend of $ 11 or 584,584 shares of common stock in December 2022 and issued the shares in January 2023. If regular dividends are to be paid in shares of common stock, then each holder shall be entitled to receive such number of whole shares of common stock as is determined by dividing the pro rata amount of regular dividends to which a holder is entitled by the average price per share of common stock over the dividend determination period from dividend notice until the payment date. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 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. Stock Options At December 31, 2022, there were 13,574,813 share-based awards collectively available for grant under the 2019 Plan. T he 2019 Plan generally provides for awards to vest no earlier than one year from the date of grant, although most awards entitle the recipient to common shares if specified market or performance conditions are achieved, if applicable, and vest over a minimum of three years . The share-based awards granted to employees include stock options and time-based restricted stock units, as follows: In 2017 upon its initial public offering, the Company issued 162,500 nonqualified stock options to independent, non-executive directors at exercise price of $ 11.50 per share with contractual terms of five years from the date of the acquisition of APi Group (the "APi Acquisition"). These stock options were performance based and vested on the consummation of the APi Acquisition. The Company has not granted stock options since 2017. The following table summarizes the changes in the number of common shares underlying options for 2022 (shares in whole numbers and per share values in whole dollars): Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 162,500 $ 11.50 Granted — — Exercised — — Forfeited — — Outstanding at December 31, 2021 162,500 $ 11.50 2.8 $ 1 Granted — — Exercised ( 37,500 ) 11.50 Forfeited — — Outstanding at December 31, 2022 125,000 $ 11.50 1.8 $ 1 Exercisable at December 31, 2022 125,000 $ 11.50 1.8 $ 1 Restricted Stock Units The Company has issued Time-Based Restricted Stock Units ("RSUs"), Performance-Based Restricted Stock Units with EBITDA-based performance conditions (“PSUs”), and Performance-Based Restricted Stock Units with share-price targets ("MSUs"), which are independent of stock option grants and all generally subject to forfeiture if employment terminates prior to vesting. Forfeitures are estimated and recorded using historical forfeiture rates. During the year ended December 31, 2022, the Company awarded new RSUs, PSUs, and MSUs, detailed below (shares in whole numbers and per share values in whole dollars). Time-Based Restricted Stock Units The RSUs entitle recipients to shares of the Company’s common stock and primarily vest in equal installments over a three-year service period from date of grant. The time-based RSUs granted to the Company’s directors vest at the end of the anniversary date of their grant date. Time-Based Weighted-Average Weighted-Average Outstanding at December 31, 2021 761,126 $ 13.23 1.2 Granted 509,748 19.41 Vested ( 466,235 ) 12.48 Forfeited ( 77,006 ) 14.11 Outstanding at December 31, 2022 727,633 $ 17.95 0.9 Expected to vest at December 31, 2022 709,741 $ 17.92 0.9 EBITDA Performance-Based Restricted Stock Units The PSUs entitle recipients to shares of the Company's common stock if specified performance conditions are achieved. During the year ended December 31, 2022, the Company approved and granted PSUs with EBITDA-based financial performance conditions. PSUs vest, if at all, following a three-year performance period. If the performance conditions are not met, no compensation cost is recognized and any recognized compensation cost is reversed. Performance- Weighted-Average Weighted-Average Outstanding at December 31, 2021 552,329 $ 19.12 2.0 Granted 542,223 20.77 Vested — — Forfeited ( 102,293 ) 19.50 Change in units based on performance expectations ( 133,902 ) 19.50 Outstanding at December 31, 2022 858,357 $ 20.06 1.5 Expected to vest at December 31, 2022 820,826 $ 20.04 1.5 Market Performance-Based Restricted Stock Units The MSUs entitle the recipient to shares of the Company's common stock if specified market conditions are achieved. During the year ended December 31, 2022, the Company approved and granted 444,926 MSUs with certain share-price targets. Total MSUs granted during the year ended December 31, 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 reco gnized $ 14 and $ 8 of compensation expense during the years ended December 31, 2022 and 2021, respectively, for the RSUs, PSUs, and MSUs in total. Total unrecognized compensation related to unvested RSUs, PSUs, and MSUs as of December 31, 2022 was approximate ly $ 7 , which is expected to be recognized over a weighted average period of approximately 0.9 years, 1.5 year s, and 2.2 ye ars, respectively. The Company's actual tax benefits realized from the tax deductions related to the vesting of RSUs for the years ended December 31, 2022 and 2021 w as $ 1 a nd $ 3 , respectively. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 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 per share (“EPS”) as net loss is allocated to common shares because Series A Preferred Stock and Series B Preferred Stock shares are not contractually obligated to share the loss. 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, Series B Preferred Stock, the Series A Preferred Stock dividend, and the Series B Preferred Stock dividend is reflected in diluted EPS using the if-converted method and options, restricted shares, and performance shares are reflected using the treasury stock method. For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Series A Preferred Stock, Series B Preferred Stock, restricted and performance shares, and stock options are anti-dilutive. (amounts in millions, except share and per share amounts): For the Years Ended December 31, 2022 2021 Basic earnings (loss) per common share: Net income $ 73 $ 47 Less income attributable to Series A Preferred Stock ( 3 ) ( 184 ) Less income attributable to Series B Preferred Stock ( 3 ) — Less stock dividend attributable to Series B Preferred Stock ( 44 ) — Net income (loss) attributable to common shareholders $ 23 $ ( 137 ) Weighted average shares outstanding - basic 233,201,569 205,758,208 Income (loss) per common share - basic $ 0.10 $ ( 0.67 ) Diluted earnings (loss) per common share: Net income $ 73 $ 47 Less income attributable to Series A Preferred Stock ( 3 ) ( 184 ) Less stock dividend attributable to Series B Preferred Stock ( 44 ) — Net income (loss) attributable to common shareholders - diluted $ 26 $ ( 137 ) Weighted average shares outstanding - diluted 233,201,569 205,758,208 Dilutive securities: RSUs, warrants, and stock options (1) 359,178 — Shares issuable upon conversion of Series B Preferred Shares 32,520,000 — Weighted average shares outstanding - diluted 266,080,747 205,758,208 Income (loss) per common share - diluted $ 0.10 $ ( 0.67 ) (1) The following items were excluded from the calculation of diluted shares as their inclusion would be anti-dilutive: a. For the years ended December 31, 2022 a nd 2021, 4,000,000 shares of Series A Preferred Stock, which are convertible to the same number of common shares. b. For the year ended December 31, 2021, 162,500 stock options to purchase the same number of common shares. c. For the year ended December 31, 2021, 7,539,697 common share equivalents, which represent the dividend that the Series A Preferred Stock holders are entitled to receive. (See additional description in Note 18 - "Shareholders' Equity") d. For the year ended December 31, 2021, 761,126 RSUs and 552,329 PSUs. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 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 - "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 over 20 countries. The Safety Services segment focuses on end-to-end integrated occupancy systems (fire protection services, HVAC, and entry systems), including design, installation, inspection and service of these integrated systems. The work performed within this segment spans across industries and facilities and includes commercial, education, healthcare, high tech, industrial and special-hazard settings. The Specialty Services segment provides a variety of infrastructure services and specialized industrial plant services, which includes maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer and telecommunications infrastructure. This segment's services include engineering and design, fabrication, installation, maintenance service and repair, retrofitting and upgrading, pipeline infrastructure, access and road construction, supporting facilities, and performing ongoing integrity management and maintenance to customers within the energy industry. Customers within this segment vary from private and public utilities, communications, healthcare, education, transportation, manufacturing, industrial plants and governmental agencies throughout North America. The accounting policies of the reportable segments are the same as those described in Note 2 – “Significant Accounting Policies”. All intercompany transactions and balances are eliminated in consolidation. Intercompany revenues and costs between entities within a reportable segment are eliminated to arrive at segment totals and eliminations between segments are separately presented. Corporate results include amounts related to corporate functions such as administrative costs, professional fees, acquisition-related transaction costs (exclusive of acquisition integration costs, which are included within the segment results of the acquired businesses), and other discrete items. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is the measure of profitability used by management to manage its segments and, accordingly, in its segment reporting. As appropriate, the Company supplements the reporting of consolidated financial information determined in accordance with U.S. GAAP with certain non-U.S. GAAP financial measures, including EBITDA. The Company believes these non-U.S. GAAP measures provide meaningful information and help investors understand the Company’s financial results and assess its prospects for future performance. The Company uses EBITDA to evaluate its performance, both internally and as compared with its peers, because it excludes certain items that may not be indicative of the Company’s core operating results for its reportable segments. Segment EBITDA is calculated in a manner consistent with consolidated EBITDA. Summarized financial information for the Company’s reportable segments are presented and reconciled to consolidated financial information in the following tables, including a reconciliation of consolidated operating income (loss) to EBITDA: For the Year Ended December 31, 2022 Safety Specialty Corporate and Consolidated Net revenues $ 4,575 $ 2,030 $ ( 47 ) $ 6,558 EBITDA Reconciliation Operating income (loss) $ 256 $ 97 $ ( 191 ) $ 162 Plus: Investment income and other, net 1 7 1 9 Non-service pension benefit 42 — — 42 Gain on extinguishment of debt, net — — 5 5 Depreciation 26 46 5 77 Amortization 167 56 4 227 EBITDA $ 492 $ 206 $ ( 176 ) $ 522 Total assets $ 6,029 $ 1,281 $ 781 $ 8,091 Capital expenditures 25 49 5 79 For the Year Ended December 31, 2021 Safety Specialty Corporate and Consolidated Net revenues $ 2,080 $ 1,907 $ ( 47 ) $ 3,940 EBITDA Reconciliation Operating income (loss) $ 207 $ 78 $ ( 149 ) $ 136 Plus: Investment income and other, net 6 9 ( 3 ) 12 Loss on extinguishment of debt, net — — ( 9 ) ( 9 ) Depreciation 8 61 6 75 Amortization 66 57 4 127 EBITDA $ 287 $ 205 $ ( 151 ) $ 341 Total assets $ 2,170 $ 1,299 $ 1,690 $ 5,159 Capital expenditures 6 48 1 55 For the Year Ended December 31, 2020 Safety Specialty Corporate and Consolidated Net revenues $ 1,639 $ 1,960 $ ( 12 ) $ 3,587 EBITDA Reconciliation Operating income (loss) $ 8 $ ( 56 ) $ ( 118 ) $ ( 166 ) Plus: Investment income and other, net 13 17 4 34 Depreciation 6 71 4 81 Amortization 113 65 4 182 EBITDA $ 140 $ 97 $ ( 106 ) $ 131 Total assets $ 2,134 $ 1,270 $ 661 $ 4,065 Capital expenditures 2 34 2 38 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 22. SUBSEQUENT EVENTS On January 6, 2023, the Company repaid an aggregate amount of $ 200 , $ 100 to both the 2019 Term Loan and 2021 Term Loan. As a result, the 2019 Term Loan and the 2021 Term Loan have remaining principal amounts of $ 1,027 and $ 985 , respectively. During February 2023, the Company entered into a non-binding agreement to sell a property within the Safety Services segment for a sale price of approximately $ 19 . The transaction is expected to close in the second quarter of 2023. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | APi Group Corporation SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS (in millions) Balance at beginning of period Credit loss expense Write-offs Balance at end of period Allowance for doubtful accounts: Year ended December 31, 2022 $ 3 $ 4 $ ( 4 ) $ 3 Year ended December 31, 2021 4 1 ( 2 ) 3 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of consolidation The accompanying consolidated financial statements (the “Financial Statements”) include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Investments in entities over which the Company has significant influence but not control are accounted for using the equity method of accounting. These investments are initially recorded at cost and subsequently adjusted based on the Company’s proportionate share of earnings, losses, and distributions from each entity. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates include the estimation of total contract costs used for net revenues and cost recognition from construction contracts, fair value estimates included in the accounting for acquisitions, valuation of long-lived assets and acquisition-related contingent consideration, self-insurance liabilities, income taxes, and the estimated effects of litigation and other contingencies. |
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 the Financial Statements, unless otherwise indicated, amounts and activity reflect reclassifications related to the Company's resegmentation, as described in Note 21 - "Segment Information." |
Foreign Currency and Currency Translation | Foreign currency and currency translation The assets and liabilities of foreign subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars at exchange rates in effect at year-end, with resulting translation gains or losses included within other comprehensive income or loss. Net revenues and expenses are translated into U.S. dollars at average monthly rates of exchange in effect during the year. Foreign currency transaction gains and losses, including hedging impacts, are classified in investment income and other, net, in the consolidated statements of operations and were a (loss) gain of ($ 2 ), ($ 3 ) and $ 12 for the years ended December 31, 2022, 2021, and 2020, respectively. These net foreign currency transaction gains and losses include derivative instruments designed to reduce foreign currency exchange rate risks. Refer to Note 9 - "Derivatives" for further information. Translation gains or losses, which are recorded in accumulated other comprehensive loss on the consolidated balance sheets, result from translation of the assets and liabilities of APi Group’s foreign subsidiaries into U.S. dollars. Foreign currency translation (losses) gains totaled approximately ($ 164 ), ( $ 11 ), and $ 9 for t he years ended December 31, 2022, 2021, and 2020, respectively. All of the Company’s foreign operations use their local currency as their functional currency. Currency gains or losses resulting from transactions executed in currencies other than the functional currency are included in investment income and other, net, in the consolidated statements of operations. |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Restricted cash is reported as restricted cash and other assets in the consolidated balance sheets. Restricted cash reflects collateral against certain bank guarantees and amounts held in escrow. |
Fair Value of Financial Instruments | Fair value of financial instruments The financial instruments of the Company include cash and cash equivalents, accounts and notes receivable, accounts payable, contingent consideration and compensation liabilities, and debt obligations. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market as of the measurement date. ASC Topic 820, Fair Value Measurements , provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to and is composed of the following levels: Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3: Unobservable inputs that reflect the Company's own assumptions. The carrying values of cash and cash equivalents, accounts receivable, contract assets, other receivables, accounts payable, contingent compensation liabilities, accrued liabilities, and contract liabilities approximate their fair values because of their short maturity. The carrying values of the notes receivable approximate their fair values based on the current rates of return on similar investments. The fair value of the Company’s revolving line of credit facilities and long-term debt are based on current lending rates for similar borrowings, assuming the debt is outstanding through maturity, and considering the collateral. The carrying values of revolving line of credit facilities approximate their fair values because the variable interest rates of these instruments are generally reset monthly. The fair value of the Company's non-variable interest rate debt is estimated by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The fair value of the Company’s derivative instruments designated as hedge instruments are determined using standard pricing models and market-based assumptions for all significant inputs, such as yield curves and quoted spot and forward exchange rates. The fair value of the Company’s contingent consideration obligations is determined using a probability-weighted discounted cash flow method. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. |
Inventories | Inventories Inventories consist primarily of wholesale insulation products, contracting materials and supplies. Inventories are valued at the lower of cost or net realizable value. |
Property and Equipment | Property and equipment Property and equipment, including additions, replacements, and improvements is stated at cost or fair value for assets acquired in a business combination, less accumulated depreciation. Expenditures for maintenance and repairs are charged to operating expenses as incurred unless such expenditures extend the life of the asset or increase its capacity or efficiency. Depreciation expense is recognized over the estimated useful lives of the assets using the straight-line method. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improvements. Upon sale or disposition of property and equipment, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheets and any resulting gain or loss is recognized in the consolidated statements of operations. |
Leases | Leases The Company’s lease portfolio mainly consists of facilities, equipment, and vehicles. Operating lease assets represent the Company’s right to use an underlying asset for the lease term whereas lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term (or at fair values in the case of those leases assumed in an acquisition). As most of the Company’s leases do not provide an implicit rate, the Company uses incremental borrowing rates that reflect its own external unsecured borrowing rates and are risk-adjusted to approximate secured borrowing rates over similar terms. These rates are assessed on a quarterly basis for measurement of new lease obligations. The operating lease assets also include any lease payments made less lease incentives. Leases with an initial term of less than one year are not recorded on the Company’s consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the lease term. Many leases include one or more options to renew, with renewal terms that can extend the lease term for several years. The exercise of lease renewal options is generally at the Company’s sole discretion. Certain leases also include options to purchase the leased assets. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements contain lease and non-lease components, which are accounted for as a single lease component for all asset classes except for certain asset classes within its information technology arrangements. Operating lease right of use assets are reported as separate lines in the consolidated balance sheets. Finance leases are generally those leases that allow the Company to substantially utilize or pay for the entire asset over its estimated life. For finance leases, the Company recognizes more expense in the initial years of total lease expense recognition due to the accretion of the lease liability and the straight-line amortization of the leased asset. Assets acquired under finance leases are recorded in property and equipment, net. |
Goodwill impairment | Goodwill impairment Goodwill represents the excess of cost over the fair market value of net tangible and identifiable intangible assets of acquired businesses. The Company has recorded goodwill in connection with its historical acquisitions of businesses. Upon acquisition, these businesses were either combined into one of the existing components or managed on a stand-alone basis as an individual component. The components are aligned to one of the Company’s two reportable segments, Safety Services or Specialty Services. Goodwill is required to be evaluated for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available. Management identifies its reporting units by assessing whether components have discrete financial information available, engage in business activities, and have a segment manager regularly review the component’s operating results. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment test. Goodwill is not amortized but instead is annually tested for impairment on October 1 each fiscal year, or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. Qualitative indicators that may trigger the need for annual or interim quantitative impairment testing include, among other things, deterioration in macroeconomic conditions, declining financial performance, deterioration in the operational environment, or an expectation of selling or disposing of a portion of a reporting unit. Additionally, a significant change in business climate, a loss of a significant customer, increased competition, a sustained decrease in share price, or a decrease in estimated fair value below book value may trigger the need for interim impairment testing of goodwill associated with one or more reporting units. The Company evaluates each reporting unit for impairment by performing a quantitative test comparing the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recorded as a reduction to goodwill with a corresponding change to earnings in the period the goodwill is determined to be impaired. Any goodwill impairment is limited to the total amount of goodwill allocated to that reporting unit. The Company determines the fair value of its reporting units using a combination of the income approach (discounted cash flow method) and market approach (guideline transaction method and guideline public company method). Management weights each of the methods applied to determine the fair value of its reporting units. Under the discounted cash flow method, the Company determines fair value based on the estimated future cash flows for each reporting unit, discounted to present value using a risk-adjusted industry weighted-average cost of capital, which reflects the overall level of inherent risk for each reporting unit and the rate of return an outside investor would expect to earn. Cash flow projections are derived from budgeted amounts (typically a one-year model) and subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur from a market participant’s standpoint. All cash flow projections by reporting unit are evaluated by management. A terminal value is derived by capitalizing free cash flow into perpetuity. The capitalization rate is derived from the weighted-average cost of capital and the estimated long-term growth rate for each reporting unit. Under the guideline transaction and guideline public company methods, the Company determines the estimated fair value for each of its reporting units by applying transaction multiples and public company multiples, respectively, to each reporting unit’s applicable earnings measure. The transaction multiples are based on observed purchase transactions for similar businesses adjusted for size, diversification and risk. The public company multiples are based on peer group multiples adjusted for size, growth, risk and margin. See Note 7 – “Goodwill and Intangibles” for additional detail on goodwill and other intangible assets. |
Impairment of long-lived assets excluding goodwill | Impairment of long-lived assets excluding goodwill The Company periodically reviews the carrying amount of its long-lived asset groups, including property and equipment and other identifiable intangible assets subject to amortization, when events or changes in circumstances indicate the carrying value may not be recoverable. If facts and circumstances support the possibility of impairment, the Company will compare the carrying value of the asset or asset group with the undiscounted future cash flows related to the asset or asset group. If the carrying value of the asset or asset group is greater than its undiscounted cash flows, the resulting impairment will be determined as the difference between the carrying value and the fair value, where fair value is determined for the carrying amount of the specific asset groups based on discounted future cash flows or appraisal of the asset groups. |
Investments | 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 was $ 3 , $ 3 , and $ 14 , during the years ended December 31, 2022, 2021, and 2020, respectively. The earnings are recorded within investment income and other, net in the consolidated statements of operations. The investment balan ces were $ 4 and $ 4 as of December 31, 2022 and 2021, respectively, and are recorded within other assets in the consolidated balance sheets. |
Pension and post-retirement obligations | Pension and post-retirement obligations The Company sponsors both funded and unfunded foreign defined benefit pension plans that cover a portion of the Company's employees. The Company accounts for its benefit plans in accordance with ASC 715, Compensation - Retirement Benefits, which requires balance sheet recognition of the overfunded or underfunded status of pension and post-retirement benefit plans. Determining the amounts associated with these benefits are performed by actuaries and dependent on various actuarial assumptions including discount rates, expected return on plan assets, compensation increases, mortality and health care cost trends. Under this guidance, actuarial gains and losses, prior service costs or credits, and any remaining transition assets or obligations that have not been recognized under previous accounting standards must be recognized in other comprehensive income (loss), net of tax effects, until they are amortized as a component of net periodic benefit cost. Pension and post-retirement obligation balances and related costs reflected within the consolidated balance sheets include costs directly attributable to plans dedicated to the Company. The Company reviews its actuarial assumptions at each measurement date and makes modifications to the assumptions based on current rates and trends, if appropriate. The Company's accounting policies related to pension and post-retirement obligations are disclosed in Note 15 - "Pension". |
Definite-lived intangibles | Definite-lived intangibles Intangibles consist of trade names and trademarks, customer relationships, and backlog intangibles. The intangibles are amortized over their estimated useful lives, which range fro m two to fifteen years for trade names and trademarks and customer relationships, and a period of six to thirty-six months for backlog. |
Insurance Liabilities | Insurance liabilities Accrued and other noncurrent liabilities include management’s best estimates of amounts expected to be incurred for health insurance claims, workers’ compensation, general liability and automobile liability losses. A portion of this risk is retained on a self-insured basis through Sprocket, the Company's wholly-owned captive insurance subsidiary. The estimates are based on claim reports provided by the insurance carrier, management’s best estimates, and the maximum premium for a policy period. The amounts the Company will ultimately incur could differ in the near-term from the estimated amounts accrued. At December 31, 2022 and 2021, the Company had ac crued $ 123 and $ 64 , respectively, relating to workers’ compensation, general and automobile claims, with $ 66 and $ 42 , respectively, included in other noncurrent liabilities. The Company recorded a receivable from the insurance carriers of $ 11 and $ 8 at December 31, 2022 and 2021, respectively, to offset the liabilities due above the Company’s deductible, which, under contract, are payable by the insurance carrier. The Company has outstanding letters of credit as collateral totaling approximately $ 121 and $ 73 at December 31, 2022 and 2021, respectively. The Company had $ 7 a nd $ 6 accrued within accrued salaries and wages relating to outstanding health insurance claims at December 31, 2022 and 2021, respectively. |
Share-based compensation | Share-based compensation The Company recognizes share-based compensation over the requisite service period of the awards (usually the vesting period) based on the grant date fair value of awards. An offsetting increase to shareholders’ equity is recorded equal to the amount of the compensation expense charge. For stock option grants with performance-based milestones, the expense is recorded over the service period after the achievement of the milestone is probable or the performance condition is achieved. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model on the date of grant. Grants of restricted stock units are valued based on the closing market share price of the Company’s stock on the date of grant. Forfeitures are estimated and recorded using historical forfeiture rates. The Company has an employee stock purchase plan (“ESPP”) under which shares of the Company’s common stock are available for purchase by eligible participants. The plan allows participants to purchase APi Group common stock at 85 % of its fair market value at the lower of (i) the date of commencement of the offering period or (ii) the last day of the exercise period, as defined in the plan documents. The fair value of purchases under the Company’s ESPP is estimated using the Black-Scholes option-pricing valuation model. The determination of fair value of stock-based awards using an option-pricing model is affected by the Company’s stock price as well as assumptions pertaining to several variables, including expected stock price volatility, the expected term of the award and the risk-free rate of interest. In the option-pricing model for the Company’s ESPP, expected stock price volatility is based on historical volatility of the Company’s common stock. The expected term of the award is based on historical and expected exercise patterns and the risk-free rate of interest is based on U.S. Treasury yields. |
Earnings per share | Earnings per share Basic earnings per common share excludes dilution and is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. The Company has determined that its Series A Preferred Stock and Series B Preferred Stock are participating securities as the Series A Preferred Stock and Series B Preferred Stock participate in dividends with common stock according to a predetermined formula. Accordingly, the Company used the two-class method of computing basic and diluted earnings per share for common stock according to participation rights of the Series A Preferred Stock and Series B Preferred Stock. Under this method, net income applicable to holders of common stock is first reduced by the amount of dividends declared on Series A Preferred Stock and Series B Preferred Stock in the current period with remaining undistributed earnings allocated on a pro rata basis to the holders of common stock, Series A Preferred Stock, and Series B Preferred Stock to the extent that each class may share income for the period; whereas undistributed net loss is allocated to common stock because holders of Series A Preferred Stock and Series B Preferred Stock are not contractually obligated to share the loss. |
Revenue recognition and contract costs | Revenue recognition and contract costs Refer to Note 6 – “Net Revenues”, for further discussion on the Company’s revenue recognition policies. |
Income taxes and distributions | Income taxes and distributions Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more-likely-than-not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties relating to unrecognized tax benefits and penalties in income tax expense. |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Summary of Final Fair Values of Consideration of Assets Acquired and Liabilities Assumed | The following table summarizes the final fair values of the assets acquired and liabilities assumed at the date of the Chubb Acquisition: Cash paid at closing $ 2,935 Working capital and net indebtedness adjustment ( 42 ) Total net consideration $ 2,893 Cash $ 60 Accounts receivable 426 Inventories 68 Contract assets 183 Other current assets 25 Property and equipment 73 Operating lease right of use assets 146 Pension and post-retirement assets 626 Other noncurrent assets 8 Intangible assets 1,200 Goodwill 1,367 Accounts payable ( 192 ) Contract liabilities ( 162 ) Accrued expenses ( 255 ) Finance and operating lease liabilities ( 148 ) Pension and post-retirement obligations ( 56 ) Deferred tax liabilities ( 383 ) Other noncurrent liabilities ( 93 ) Net assets acquired $ 2,893 The following table summarizes the fair values of the assets acquired and liabilities assumed at the date 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 14 10 Goodwill 17 13 19 Current liabilities ( 6 ) ( 13 ) ( 5 ) Net assets acquired $ 39 $ 40 $ 34 |
Summary of Fair Value of the Identifiable Intangible Assets | The following table summarizes the fair value of the identifiable intangible assets: Customer relationships $ 695 Trade names and trademarks 450 Contractual backlog 55 Total intangibles $ 1,200 |
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 year ended December 31, 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. Year Ended Net revenues $ 6,099 Net loss ( 189 ) |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Program | The following table summarizes the Company's 2022 restructuring program for the year ended December 31, 2022: Year Ended Balance as of December 31, 2021 $ — Charged to cost of revenues - employee related 7 Charged to selling, general, and administrative expenses - employee related 23 Payments ( 8 ) Currency translation adjustment — Balance as of December 31, 2022 $ 22 |
Net Revenues (Tables)
Net Revenues (Tables) | 12 Months Ended |
Dec. 31, 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 the nature, timing and uncertainty of cash flows are relatively consistent within each of these categories. The following tables provide disclosure of disaggregated net revenues by segment for the years ended December 31, 2022, 2021, and 2020. Prior period balances in this table have been recast to reflect current period presentation, as described in Note 2 - "Significant Accounting Policies." Disaggregated net revenues information is as follows: Year Ended December 31, 2022 Safety Specialty Corporate and Consolidated Life Safety $ 4,025 $ — $ — $ 4,025 Heating, Ventilation, and Air Conditioning ("HVAC") 550 — — 550 Infrastructure/Utility — 1,154 — 1,154 Fabrication — 253 — 253 Specialty Contracting — 623 — 623 Corporate and Eliminations — — ( 47 ) ( 47 ) Net revenues $ 4,575 $ 2,030 $ ( 47 ) $ 6,558 Year Ended December 31, 2021 Safety Specialty Corporate and Consolidated Life Safety $ 1,647 $ — $ — $ 1,647 HVAC 434 — — 434 Infrastructure/Utility — 1,057 — 1,057 Fabrication — 244 — 244 Specialty Contracting — 605 — 605 Corporate and Eliminations — — ( 47 ) ( 47 ) Net revenues $ 2,081 $ 1,906 $ ( 47 ) $ 3,940 Year Ended December 31, 2020 Safety Specialty Corporate and Consolidated Life Safety $ 1,317 $ — $ — $ 1,317 HVAC 322 — — 322 Infrastructure/Utility — 1,370 — 1,370 Fabrication — 178 — 178 Specialty Contracting — 412 — 412 Corporate and Eliminations — — ( 12 ) ( 12 ) Net revenues $ 1,639 $ 1,960 $ ( 12 ) $ 3,587 Year Ended December 31, 2022 Safety Specialty Corporate and Consolidated United States $ 2,148 $ 1,961 $ ( 47 ) $ 4,062 France 564 — — 564 Other 1,863 69 — 1,932 Net revenues $ 4,575 $ 2,030 $ ( 47 ) $ 6,558 Year Ended December 31, 2021 Safety Specialty Corporate and Consolidated United States $ 1,726 $ 1,870 $ ( 47 ) $ 3,549 France — — — — Other 355 36 — 391 Net revenues $ 2,081 $ 1,906 $ ( 47 ) $ 3,940 Year Ended December 31, 2020 Safety Specialty Corporate and Consolidated United States $ 1,435 $ 1,926 $ ( 12 ) $ 3,349 France — — — — Other 204 34 — 238 Net revenues $ 1,639 $ 1,960 $ ( 12 ) $ 3,587 |
Summary of Accounts Receivable, Net of Allowances, Contract Assets and Contract Liabilities from Contracts with Customers | The balances of accounts receivable, net of allowances, contract assets and contract liabilities from contracts with customers as of December 31, 2022, 2021, and 2020 are as follows: Accounts Contract Contract Balance at December 31, 2020 $ 639 $ 142 $ 219 Balance at December 31, 2021 767 217 243 Balance at December 31, 2022 1,313 459 463 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes In Carrying Amounts of Goodwill By Reportable Segments | Safety Specialty Total Goodwill as of December 31, 2020 $ 906 $ 176 $ 1,082 Acquisitions 42 5 47 Measurement period adjustments and other (1) ( 23 ) — ( 23 ) Goodwill as of December 31, 2021 925 181 1,106 Acquisitions 1,372 — 1,372 Foreign currency translation and other, net (2) ( 96 ) — ( 96 ) Goodwill as of December 31, 2022 $ 2,201 $ 181 $ 2,382 (1) Measurement period adjustments related to the finalization of purchase accounting for material and immaterial acquisitions in 2021 (see Note 4 - "Business Combinations"). Other includes fluctuations due to foreign currency translation. (2) Other includes measurement period adjustments recorded during the year ended December 31, 2022 related to acquisitions for which the measurement period ended during the year ended December 31, 2022 (see Note 4 - "Business Combinations"). |
Summary of Identifiable Intangible Assets | The Company's identifiable intangible assets are comprised of the following as of December 31, 2022 and 2021: December 31, 2022 Weighted Average Remaining Useful Lives Gross Accumulated Net Carrying Amortized intangibles: Contractual backlog 0.9 $ 153 $ ( 126 ) $ 27 Customer relationships 10.0 1,508 ( 367 ) 1,141 Trade names and trademarks 13.2 704 ( 88 ) 616 Total $ 2,365 $ ( 581 ) $ 1,784 December 31, 2021 Weighted Average Remaining Useful Lives 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 |
Schedule of Aggregate Amortization Expense of the Intangible | Approximate annual aggregate amortization expense of the intangible assets for the five years subsequent to December 31, 2022, is as follows: Years ending December 31: 2023 $ 221 2024 195 2025 195 2026 195 2027 171 Thereafter 807 Total $ 1,784 |
Summary of Amortization Expense Recognized on Intangible Assets | Amortization expense recognized on identifiable intangible assets are as follows: Year Ended Year Ended Year Ended 2022 2021 2020 Cost of revenues $ 30 $ 5 $ 69 Selling, general, and administrative expenses 197 122 113 Total intangible asset amortization expense $ 227 $ 127 $ 182 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022 and 2021: Fair Value Measurements at December 31, 2022 Financial assets: Level 1 Level 2 Level 3 Total Derivatives designated as hedge instruments Cash flow hedges - interest rate swaps $ — $ 14 $ — $ 14 Cash flow hedges - cross currency contracts — 17 — 17 Net investment hedges - cross currency contracts — 32 — 32 Fair value hedges - cross currency contracts — 50 — 50 Derivatives not designated as hedge instruments Foreign currency forward contracts — — — — Total $ — $ 113 $ — $ 113 Financial liabilities: Derivatives not designated as hedge instruments Foreign currency forward contracts — — — — Contingent consideration obligations — — ( 4 ) ( 4 ) Total $ — $ — $ ( 4 ) $ ( 4 ) Fair Value Measurements at December 31, 2021 Financial assets: Level 1 Level 2 Level 3 Total Derivatives designated as hedge instruments Cash flow hedges - cross currency contracts $ — $ 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 forward 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: Year Ended Year Ended Year Ended 2022 2021 2020 Balance at the beginning of the year $ 4 $ 7 $ 7 Issuances — 3 — Settlements — ( 6 ) ( 4 ) Adjustments to fair value — — 4 Balance at the end of the year $ 4 $ 4 $ 7 Number of open contingent consideration arrangements at the end of the year 3 3 3 Maximum potential payout at the end of the year $ 4 $ 5 $ 7 |
Summary of Carrying And Fair Value Of Non-Variable Interest Rate Debt | The following table presents the carrying amount and fair value of the Company’s variable and non-variable interest rate debt (instruments defined in Note 12 – “Debt”), including current portion and excluding unamortized debt issuance costs, which are estimated by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The interest rates of the variable interest rate long-term debt instruments are generally reset monthly. During the year ended December 31, 2022, the Company repurchased $ 13 and $ 23 of the 4.125 % Senior Notes and 4.750 % Senior Notes, respectively. December 31, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value 2019 Term Loan $ 1,127 $ 1,120 $ 1,140 $ 1,139 2021 Term Loan 1,085 1,075 — — 4.125 % Senior Notes 337 284 350 348 4.750 % Senior Notes 277 243 300 305 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summarey of Fair Value of Derivative Instruments | The following table presents the fair value of derivative instruments: December 31, 2022 December 31, 2021 Outstanding Gross Other Outstanding Gross Other Notional Amount Other Noncurrent liabilities Notional Amount Other Noncurrent liabilities Derivatives designated as hedging instruments: Cash flow hedges: Interest rate swaps $ 1,120 $ 14 $ — $ 720 $ — $ ( 11 ) Cross currency contracts 120 17 — 120 6 — Fair value hedges: Cross currency contracts 721 50 — — — — Net investment hedges: Cross currency contracts 230 32 — 230 12 — Total derivatives designated as hedging instruments $ 2,191 $ 113 $ — $ 1,070 $ 18 $ ( 11 ) Derivatives not designated as hedging instruments: Foreign currency forward contracts 118 — — — — — Total derivatives not designated as hedging instruments $ 118 $ — $ — $ — $ — $ — Total derivatives $ 2,309 $ 113 $ — $ 1,070 $ 18 $ ( 11 ) |
Summary of Effect of Derivatives on Consolidated Statements of Operations and Accumulated Other Comprehensive Income (Loss) | The following table presents the effect of derivatives on the consolidated statements of operations: Amount of income (expense) recognized in income Location of income (expense) Year ended December 31, Derivatives recognized in income 2022 2021 2020 Cash flow hedging relationships: Interest rate swaps Interest expense, net $ 1 $ ( 11 ) $ ( 7 ) Cross currency contracts Investment income and other, net 6 7 — Cross currency contracts Interest expense, net 2 — — Fair value hedging relationships: Cross currency contracts Investment income and other, net 53 — — Cross currency contracts Interest expense, net 3 — — Net investment hedging relationships: Cross currency contracts Interest expense, net 4 2 — Not designated as hedging instruments: Foreign currency forward contracts Investment income and other, net 2 1 ( 9 ) The following table presents the effect of cash flow and fair value hedge accounting on accumulated other comprehensive income (loss) ("AOCI"): Amount of gain (loss) Amount of gain (loss) recognized in other reclassified from comprehensive income Location of gain AOCI into income Year ended December 31, (loss) reclassified from Year ended December 31, Derivatives 2022 2021 2020 AOCI into income 2022 2021 2020 Cash flow hedging relationships: Interest rate swaps $ 48 $ 18 $ ( 27 ) Interest expense, net $ 3 $ — $ — Cross currency contracts 3 — — Investment income and other, net 10 ( 7 ) — Fair value hedging relationships: Cross currency contracts ( 2 ) — — Investment income and other, net 53 — — Net investment hedging relationships: Cross currency contracts 14 8 — Investment income and other, net — ( 1 ) — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Components of Property and Equipment | The components of property and equipment as of December 31, 2022 and 2021 are as follows: Estimated December 31, December 31, Land N/A $ 30 $ 26 Building 39 98 77 Machinery and equipment 1 - 20 313 228 Autos and trucks 4 - 10 116 106 Office equipment 3 - 7 35 26 Leasehold improvements 1 - 15 33 18 Total cost 625 481 Accumulated depreciation ( 218 ) ( 155 ) Property and equipment, net $ 407 $ 326 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense are as follows: Years Ended December 31, 2022 2021 2020 Operating lease cost $ 75 $ 35 $ 34 Finance lease cost - amortization of right-of-use assets 4 2 1 Short-term lease cost 39 26 28 Variable lease cost 21 6 4 Total lease cost $ 139 $ 69 $ 67 |
Schedule of Supplemental Consolidated Statements of Cash Flows Information Related to Leases | Supplemental consolidated statements of cash flows information related to leases is as follows: Years Ended December 31, 2022 2021 2020 Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows - payments on operating leases $ 75 $ 35 $ 33 Financing cash outflows - payments on finance leases 5 18 1 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 186 $ 26 $ 32 Finance leases 15 3 4 |
Schedule of Supplemental Consolidated Balance Sheets Information Related to Leases | Supplemental consolidated balance sheets information related to leases is as follows: Years Ended December 31, 2022 2021 Finance leases: Building and land $ — $ — Machinery and equipment 17 5 Accumulated depreciation — — Property and equipment, net $ 17 $ 5 Weighted-average remaining lease term: Operating leases 5.0 years 6.0 years Finance leases 2.9 years 2.8 years Weighted-average discount rate: Operating leases 3.9 % 3.4 % Finance leases 4.5 % 2.3 % |
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 consolidated balance sheets as of December 31, 2022 is as follows: Operating Leases Finance Leases Total Years ending December 31: 2023 $ 71 $ 6 $ 77 2024 53 5 58 2025 39 4 43 2026 24 2 26 2027 16 1 17 Thereafter 41 1 42 Total lease payments 244 19 263 Less imputed interest 23 1 24 Total present value of lease liabilities $ 221 $ 18 $ 239 Operating and finance leases - current $ 67 $ 6 $ 73 Operating and finance leases - non-current 154 12 166 Total present value of lease liabilities $ 221 $ 18 $ 239 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Debt Obligations | Debt obligations consist of the following: Maturity Date December 31, 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 337 350 4.750 % Senior Notes October 15, 2029 277 300 Other obligations 6 1 Total debt obligations 2,832 1,791 Less: unamortized deferred financing costs ( 43 ) ( 24 ) Total debt, net of deferred financing costs 2,789 1,767 Less: short-term and current portion of long-term debt ( 206 ) ( 1 ) Long-term debt, less current portion $ 2,583 $ 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 years subsequent to December 31, 2022, are as follows: Years Ending December 31: 2023 $ 6 2024 — 2025 — 2026 1,127 2027 — Thereafter 1,699 Total $ 2,832 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Income (Loss) Before Income Taxes | For the years ended December 31, 2022, 2021, and 2020, the components of income (loss) before income taxes are as follows: Year Ended Year Ended Year Ended 2022 2021 2020 U.S. earnings (loss) $ 40 $ 54 $ ( 180 ) Foreign earnings (loss) 53 25 ( 4 ) Total earnings (loss) $ 93 $ 79 $ ( 184 ) |
Summary of Income Tax Provision (Benefit) | The income tax provision (benefit) for the years ended December 31, 2022, 2021, and 2020, consisted of the following: Year Ended Year Ended Year Ended 2022 2021 2020 Current: U.S. federal $ 32 $ 9 $ 17 State 13 8 19 Foreign 22 9 7 Total current tax provision $ 67 $ 26 $ 43 Deferred: U.S. federal $ ( 32 ) $ 6 $ ( 50 ) State ( 3 ) 2 ( 20 ) Foreign ( 12 ) ( 2 ) ( 4 ) Total deferred tax (benefit) provision $ ( 47 ) $ 6 $ ( 74 ) Total income tax provision (benefit) $ 20 $ 32 $ ( 31 ) |
Summary of Reconciliation of Federal Statutory Income Tax Rate (Detail) | The reconciliation of the federal statutory income tax rate to the Company’s provision for income taxes is as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, 2022 2021 2020 Expected provision (benefit) at statutory federal rate $ 19 21.0 % $ 17 21.0 % $ ( 39 ) 21.0 % Withholding taxes on foreign entities ( 9 ) ( 9.7 )% — 0.0 % — 0.0 % State tax provision (benefit), net of federal benefit 7 7.5 % 8 10.1 % ( 6 ) 2.6 % Uncertain tax positions ( 1 ) ( 1.1 )% — 0.0 % — 0.0 % Foreign rate differential ( 4 ) ( 4.3 )% 1 1.3 % — 0.0 % Valuation allowance ( 1 ) ( 1.1 )% — 0.0 % 4 ( 1.2 )% Transaction costs 3 3.2 % 4 5.1 % 1 ( 0.5 )% Section 162(m) limitation 2 2.1 % 2 2.5 % 1 ( 0.5 )% Permanent differences and other 4 4.4 % — 0.0 % 8 ( 4.0 )% Total provision (benefit) for income taxes $ 20 22.0 % $ 32 40.0 % $ ( 31 ) 17.4 % |
Summary of Components of Deferred Tax Assets And Liabilities (Detail) | The components of deferred tax assets and liabilities consisted of the following: December 31, December 31, 2022 2021 Deferred tax assets: Operating and finance lease liabilities $ 59 $ 28 Accrued compensation 48 29 Accrued expenses 31 23 Net operating loss carryforwards 26 4 Goodwill — 16 Amortization on identified intangible assets — 15 Contingent consideration and compensation liabilities 10 7 Derivatives — 1 Capital loss carryforwards 47 — Credits 36 — Reserves and allowances 10 — Other 16 2 Gross deferred tax assets 283 125 Valuation allowance ( 100 ) ( 3 ) Net deferred tax assets $ 183 $ 122 Deferred tax liabilities: Depreciation on fixed assets $ 51 $ 49 Goodwill 3 — Amortization on identified intangible assets 203 — Operating lease right of use assets 59 28 Derivatives 9 — Deferred payments 4 3 Pension and post-retirement obligations 82 — Withholding taxes on foreign earnings — 10 Other 4 2 Deferred tax liabilities $ 415 $ 92 Net deferred tax (liabilities) assets $ ( 232 ) $ 30 |
Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | Year Ended Year Ended Year Ended 2022 2021 2020 Gross unrecognized tax benefits at the beginning of the year $ 2 $ 3 $ 4 Additions for tax positions taken in a prior period (including acquired uncertain tax positions) 7 — — Reductions for tax positions taken in a prior period (including acquired uncertain tax positions) — ( 1 ) ( 1 ) Additions for tax positions taken in the current period 1 — — Reductions for tax positions taken in current period — — — Foreign currency translation adjustments ( 2 ) — — Gross unrecognized tax benefits as of the end of the year $ 8 $ 2 $ 3 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Participation in MEPPs | The Company’s participation in MEPPs for the year ended December 31, 2022, is outlined in the table below. FIP/RP PPA Zone Status (1) Status Contributions More Expiration Plan December 31 Pending/ (in millions) Than Surcharge Date of Pension Fund EIN/PN Year-End 2022 2021 2020 Implement 2022 (3) 2021 (3) 2020 (3) 5% (2) Imposed CBA National Automatic Sprinkler Industry Pension Fund 52-6054620 - 001 12/31/2021 Green Green Red No 30 26 25 Yes No 3/31/2025 Twin City Pipe Trades Pension Plan 41-6131800 - 001 4/30/2022 Green Green Green No 10 9 6 Yes No 4/30/2024 Sheet Metal Workers' National Pension Fund 52-6112463 - 001 12/31/2021 Yellow Yellow Yellow Yes 6 6 5 No No 5/31/2023 Asbestos Workers Local 2 Pension Fund 23-6030054 - 001 12/31/2021 Green Green Green No 4 6 1 Yes No 7/31/2025 Boilermaker-Blacksmith National Pension Trust 48-6168020 - 001 12/31/2021 Yellow Yellow Yellow Yes 5 6 5 No No 6/30/2023 National Electrical Benefit Fund 53-0181657 - 001 12/31/2021 Green Green Green No 8 6 7 No No 6/30/2024 Heavy And General Laborers Local Unions 472 And 172 Of New Jersey Pension Fund 22-6032103 - 001 3/31/2023 Green Green Green No 5 6 6 No No 2/29/2024 Plumbers And Pipefitters National Pension Fund 52-6152779 - 001 6/30/2021 Yellow Yellow Yellow Yes 4 4 3 No No 6/1/2024 Central Pension Fund Of The IUOE & Participating Employers 36-6052390 - 001 1/31/2022 Green Green Green No 3 3 3 No No 5/31/2023 Sheet Metal Workers' Local 10 Pension Fund 41-1562581 - 001 12/31/2021 Green Green Green No 3 3 2 Yes No 4/30/2024 Minnesota Laborers Pension Fund 41-6159599 - 001 12/31/2020 Green Green Green No 2 2 2 No No 4/30/2023 Building Trades United Pension Trust Fund Milwaukee And Vicinity 51-6049409 - 001 5/31/2021 Green Green Green No 2 2 3 No No 5/31/2023 Total other 17 16 17 Total $ 99 $ 95 $ 85 (1) The zone status represents the most recent available information for the respective MEPP, which may be 2021 or earlier for the 2022 year and 2020 or earlier for the 2021 year. (2) This information was obtained from the respective plan’s Form 5500 (Forms) for the most current available filing. These dates may not correspond with the Company’s fiscal year contributions. The above-noted percentages of contributions are based upon disclosures contained in the plans’ Forms. Those Forms, among other things, disclose the names of individual participating employers whose annual contributions account for more than 5% of the aggregate annual amount contributed by all participating employers for a plan year. Accordingly, if the annual contribution of two or more of the Company’s subsidiaries each accounted for less than 5% of such contributions, but in the aggregate accounted for in excess of 5% of such contributions, that greater percentage is not available and accordingly is not disclosed. (3) 2022, 2021, and 2020 periods represent the years ended December 31, 2022, 2021, and 2020. |
Pension (Tables)
Pension (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Changes in Plan Assets and Benefit Obligations | December 31, 2022 Plan assets $ 1,617 December 31, 2022 Projected benefit obligation ("PBO") funded status Fair value of plan assets $ 1,617 Benefit obligations ( 1,262 ) Funded status of plans $ 355 Year Ended Change in benefit obligation Beginning balance $ — Acquisition 2,041 Service cost 7 Interest cost 32 Plan participants' contributions 1 Actuarial gain ( 531 ) Benefits paid ( 92 ) Settlements ( 13 ) Currency impact ( 183 ) Ending balance $ 1,262 Change in plan assets Beginning balance $ — Acquisition 2,615 Employer contributions 34 Plan participants' contributions 1 Benefits paid ( 92 ) Actual return on assets ( 687 ) Settlements ( 13 ) Currency impact ( 241 ) Ending balance $ 1,617 |
Summary of Supplemental Consolidated Balance Sheets Information Related to Pension | Supplemental consolidated balance sheets information related to pension is as follows: December 31, 2022 Pension and post-retirement benefits $ 392 Other accrued liabilities ( 1 ) Other noncurrent liabilities ( 36 ) Net amount recognized $ 355 |
Information for Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets | Information for pension plans with accumulated benefit obligations in excess of plan assets: December 31, 2022 PBO $ 54 Accumulated benefit obligation 44 Fair value of plan assets 18 |
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: December 31, 2022 PBO $ 60 Accumulated benefit obligation 49 Fair value of plan assets 23 |
Components of Net Periodic Pension Benefit | The components of the net periodic pension benefit for the defined benefit pension plans are as follows: Year Ended Service cost $ 7 Interest cost 32 Expected return on plan assets ( 74 ) Net periodic pension benefit $ ( 35 ) |
Major Assumptions Used to Determine Benefit Obligation | Major assumptions used in determining the benefit obligation and net periodic benefit cost for pension plans are presented in the following table as weighted averages: Year Ended December 31, 2022 Benefit Obligation Net Periodic Discount rates: PBO 4.9 % 1.9 % Interest cost — 1.7 % Service cost — 2.2 % Salary scale 3.0 % 2.9 % Expected return on plan assets — 3.1 % |
Summary of Allocation of Pension Plan Assets | The allocation of the pension plan assets are presented in the following table as weighted averages: Year Ended December 31, 2022 Target Asset Allocation Percentage Percentage of Plan Assets Equity securities 3.8 % 3.8 % Debt securities 82.2 % 76.1 % Real estate 0.6 % 0.8 % Other 13.4 % 19.3 % Total 100.0 % 100.0 % |
Summary of Fair Value of Pension Plan Assets by Asset Category | The fair values of the pension plan assets by asset category are as follows: 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 1 Total Equities: Global equity funds $ — $ 326 $ — $ 12 $ 338 Fixed income securities: Governments — 762 — — 762 Corporate bonds — 415 — — 415 Global fixed income at net asset value — 50 — — 50 Real estate 2 — 11 — — 11 Other 3 — 1 — 4 5 Cash & cash equivalents 4 16 20 — — 36 Subtotal $ 16 $ 1,585 $ — $ 16 $ 1,617 Other assets & liabilities 5 — Total at December 31, 2022 $ 1,617 (1) In accordance with ASU 2015-07, Fair Value Measurement (Topic 820), certain investments that are measured at fair value using net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented for the total pension assets. (2) Represents 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) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Changes in Number of Common Shares Underlying Options | The following table summarizes the changes in the number of common shares underlying options for 2022 (shares in whole numbers and per share values in whole dollars): Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 162,500 $ 11.50 Granted — — Exercised — — Forfeited — — Outstanding at December 31, 2021 162,500 $ 11.50 2.8 $ 1 Granted — — Exercised ( 37,500 ) 11.50 Forfeited — — Outstanding at December 31, 2022 125,000 $ 11.50 1.8 $ 1 Exercisable at December 31, 2022 125,000 $ 11.50 1.8 $ 1 |
Time-based Restricted Stock Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Changes in Number of Outstanding RSUs and PSUs | The time-based RSUs granted to the Company’s directors vest at the end of the anniversary date of their grant date. Time-Based Weighted-Average Weighted-Average Outstanding at December 31, 2021 761,126 $ 13.23 1.2 Granted 509,748 19.41 Vested ( 466,235 ) 12.48 Forfeited ( 77,006 ) 14.11 Outstanding at December 31, 2022 727,633 $ 17.95 0.9 Expected to vest at December 31, 2022 709,741 $ 17.92 0.9 |
Performance-Based Restricted Stock Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Changes in Number of Outstanding RSUs and PSUs | During the year ended December 31, 2022, the Company approved and granted PSUs with EBITDA-based financial performance conditions. PSUs vest, if at all, following a three-year performance period. If the performance conditions are not met, no compensation cost is recognized and any recognized compensation cost is reversed. Performance- Weighted-Average Weighted-Average Outstanding at December 31, 2021 552,329 $ 19.12 2.0 Granted 542,223 20.77 Vested — — Forfeited ( 102,293 ) 19.50 Change in units based on performance expectations ( 133,902 ) 19.50 Outstanding at December 31, 2022 858,357 $ 20.06 1.5 Expected to vest at December 31, 2022 820,826 $ 20.04 1.5 |
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) | 12 Months Ended |
Dec. 31, 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, Series B Preferred Stock, the Series A Preferred Stock dividend, and the Series B Preferred Stock dividend is reflected in diluted EPS using the if-converted method and options, restricted shares, and performance shares are reflected using the treasury stock method. For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Series A Preferred Stock, Series B Preferred Stock, restricted and performance shares, and stock options are anti-dilutive. (amounts in millions, except share and per share amounts): For the Years Ended December 31, 2022 2021 Basic earnings (loss) per common share: Net income $ 73 $ 47 Less income attributable to Series A Preferred Stock ( 3 ) ( 184 ) Less income attributable to Series B Preferred Stock ( 3 ) — Less stock dividend attributable to Series B Preferred Stock ( 44 ) — Net income (loss) attributable to common shareholders $ 23 $ ( 137 ) Weighted average shares outstanding - basic 233,201,569 205,758,208 Income (loss) per common share - basic $ 0.10 $ ( 0.67 ) Diluted earnings (loss) per common share: Net income $ 73 $ 47 Less income attributable to Series A Preferred Stock ( 3 ) ( 184 ) Less stock dividend attributable to Series B Preferred Stock ( 44 ) — Net income (loss) attributable to common shareholders - diluted $ 26 $ ( 137 ) Weighted average shares outstanding - diluted 233,201,569 205,758,208 Dilutive securities: RSUs, warrants, and stock options (1) 359,178 — Shares issuable upon conversion of Series B Preferred Shares 32,520,000 — Weighted average shares outstanding - diluted 266,080,747 205,758,208 Income (loss) per common share - diluted $ 0.10 $ ( 0.67 ) (1) The following items were excluded from the calculation of diluted shares as their inclusion would be anti-dilutive: a. For the years ended December 31, 2022 a nd 2021, 4,000,000 shares of Series A Preferred Stock, which are convertible to the same number of common shares. b. For the year ended December 31, 2021, 162,500 stock options to purchase the same number of common shares. c. For the year ended December 31, 2021, 7,539,697 common share equivalents, which represent the dividend that the Series A Preferred Stock holders are entitled to receive. (See additional description in Note 18 - "Shareholders' Equity") d. For the year ended December 31, 2021, 761,126 RSUs and 552,329 PSUs. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Reconciliation Operating Income to EBITDA | Summarized financial information for the Company’s reportable segments are presented and reconciled to consolidated financial information in the following tables, including a reconciliation of consolidated operating income (loss) to EBITDA: For the Year Ended December 31, 2022 Safety Specialty Corporate and Consolidated Net revenues $ 4,575 $ 2,030 $ ( 47 ) $ 6,558 EBITDA Reconciliation Operating income (loss) $ 256 $ 97 $ ( 191 ) $ 162 Plus: Investment income and other, net 1 7 1 9 Non-service pension benefit 42 — — 42 Gain on extinguishment of debt, net — — 5 5 Depreciation 26 46 5 77 Amortization 167 56 4 227 EBITDA $ 492 $ 206 $ ( 176 ) $ 522 Total assets $ 6,029 $ 1,281 $ 781 $ 8,091 Capital expenditures 25 49 5 79 For the Year Ended December 31, 2021 Safety Specialty Corporate and Consolidated Net revenues $ 2,080 $ 1,907 $ ( 47 ) $ 3,940 EBITDA Reconciliation Operating income (loss) $ 207 $ 78 $ ( 149 ) $ 136 Plus: Investment income and other, net 6 9 ( 3 ) 12 Loss on extinguishment of debt, net — — ( 9 ) ( 9 ) Depreciation 8 61 6 75 Amortization 66 57 4 127 EBITDA $ 287 $ 205 $ ( 151 ) $ 341 Total assets $ 2,170 $ 1,299 $ 1,690 $ 5,159 Capital expenditures 6 48 1 55 For the Year Ended December 31, 2020 Safety Specialty Corporate and Consolidated Net revenues $ 1,639 $ 1,960 $ ( 12 ) $ 3,587 EBITDA Reconciliation Operating income (loss) $ 8 $ ( 56 ) $ ( 118 ) $ ( 166 ) Plus: Investment income and other, net 13 17 4 34 Depreciation 6 71 4 81 Amortization 113 65 4 182 EBITDA $ 140 $ 97 $ ( 106 ) $ 131 Total assets $ 2,134 $ 1,270 $ 661 $ 4,065 Capital expenditures 2 34 2 38 |
Nature of Business - Additional
Nature of Business - Additional Information (Detail) | Dec. 31, 2022 Location |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of locations | 500 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Foreign currency transaction (loss) gain | $ (2) | $ (3) | $ 12 |
Foreign currency translation (losses) gains | $ (164) | (11) | 9 |
Lease, practical expedients for less than 1 year initial term | true | ||
Number of operating segments | Segment | 2 | ||
Number of reportable segments | Segment | 2 | ||
Change in goodwill allocation, description | The components are aligned to one of the Company’s two reportable segments, Safety Services or Specialty Services. Goodwill is required to be evaluated for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available.Management identifies its reporting units by assessing whether components have discrete financial information available, engage in business activities, and have a segment manager regularly review the component’s operating results. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment test. | ||
Earnings | $ 73 | 47 | (153) |
Accrued liabilities for workers' compensation, general and automobile claims | 123 | 64 | |
Receivable from Insurance carriers | 11 | 8 | |
Outstanding letters of credit | 2,832 | 1,791 | |
Accrued liabilities for health insurance claims | 7 | 6 | |
Letters of Credit [Member] | |||
Outstanding letters of credit | $ 121 | 73 | |
Customer Relationships [Member] | Minimum [Member] | |||
Intangible assets, estimated useful lives | 2 years | ||
Customer Relationships [Member] | Maximum [Member] | |||
Intangible assets, estimated useful lives | 15 years | ||
Trade names and Trademarks [Member] | Maximum [Member] | |||
Intangible assets, estimated useful lives | 15 years | ||
Backlog Intangibles [Member] | Minimum [Member] | |||
Intangible assets, estimated useful lives | 6 months | ||
Backlog Intangibles [Member] | Maximum [Member] | |||
Intangible assets, estimated useful lives | 36 months | ||
Other Noncurrent Liabilities [Member] | |||
Accrued liabilities for workers' compensation, general and automobile claims | $ 66 | 42 | |
Joint Ventures [Member] | Other Assets [Member] | |||
Investment balance | 4 | 4 | |
Joint Ventures [Member] | Investment Income and Other, Net [Member] | |||
Earnings | $ 3 | $ 3 | $ 14 |
ESPP [Member] | |||
Percentage of fair market value of common stock | 85% | 85% |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ in Millions | 12 Months Ended | ||||
Jan. 03, 2022 USD ($) | Oct. 01, 2019 | Dec. 31, 2022 USD ($) Country | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Cash payment | $ 2,839 | $ 86 | $ 319 | ||
Senior Notes [Member] | |||||
Line of credit facility, interest rate | 4.75% | ||||
Contractual Backlog [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||||
Customer Relationships [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 15 years | 10 years | 6 years 4 months 24 days | ||
Trade Names and Trademarks [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 15 years | 13 years 2 months 12 days | 12 years 8 months 12 days | ||
2022 Acquisitions [Member] | |||||
Transaction costs | $ 24 | ||||
2021 Acquisitions [Member] | |||||
Net consideration | $ 113 | ||||
Cash paid at closing | 93 | ||||
Cash payment | 7 | ||||
Business combination accrued consideration | 20 | ||||
APi Acquisition [Member] | |||||
Contingent compensation | 19 | 12 | |||
Maximum payout of contingent compensation | 25 | 57 | |||
Payout of accrued contingent compensation | 19 | 12 | |||
Liability for deferred payments | 9 | $ 15 | |||
APi Acquisition [Member] | Minimum [Member] | |||||
Contingent compensation arrangements recognized period | 3 years | ||||
Liability for deferred payments recognition period | 1 year | ||||
APi Acquisition [Member] | Maximum [Member] | |||||
Contingent compensation arrangements recognized period | 5 years | ||||
Liability for deferred payments recognition period | 1 year | ||||
Chubb Limited Fire and Security Business [Member] | |||||
Cash paid at closing | $ 2,935 | ||||
Line of credit facility, interest rate | 4.75% | ||||
Total transaction costs | $ 45 | ||||
Net revenues from acquisition | 2,061 | ||||
Operating income (loss) from acquisition | $ 18 | ||||
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 | $ 1,367 |
Business Combinations - Summary
Business Combinations - Summary of Final Fair Values of Consideration of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 03, 2022 | Dec. 31, 2021 | |
Premier Fire [Member] | ||
Business Acquisition [Line Items] | ||
Cash paid at closing | $ 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] | ||
Cash paid at closing | 36 | |
Estimated net working capital adjustment | (4) | |
Total consideration | 40 | |
Cash | 2 | |
Current assets | 22 | |
Property and equipment | 2 | |
Intangible assets other then goodwill | 14 | |
Goodwill | 13 | |
Current liabilities | (13) | |
Net assets acquired | 40 | |
Other 2021 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Cash paid at closing | 25 | |
Estimated net working capital adjustment | (9) | |
Total consideration | 34 | |
Cash | 2 | |
Current assets | 6 | |
Property and equipment | 2 | |
Intangible assets other then goodwill | 10 | |
Goodwill | 19 | |
Current liabilities | (5) | |
Net assets acquired | 34 | |
Chubb Limited (“Chubb”) Fire and Security Business [Member] | ||
Business Acquisition [Line Items] | ||
Cash paid at closing | $ 2,935 | |
Estimated net working capital adjustment | (42) | |
Total consideration | 2,893 | |
Cash | 60 | |
Accounts receivable | 426 | |
Inventories | 68 | |
Contract assets | 183 | |
Other current assets | 25 | |
Property and equipment | 73 | |
Operating lease right of use assets | 146 | |
Pension and post-retirement assets | 626 | |
Other noncurrent assets | 8 | |
Intangible assets other then goodwill | 1,200 | |
Goodwill | 1,367 | |
Accounts payable | (192) | |
Contract liabilities | (162) | |
Accrued expenses | (255) | |
Finance and operating lease liabilities | (148) | |
Pension and post-retirement obligations | (56) | |
Deferred tax liabilities | (383) | |
Other noncurrent liabilities | (93) | |
Net assets acquired | $ 2,893 | |
2021 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Cash paid at closing | $ 93 |
Business Combinations - Summa_2
Business Combinations - Summary of Fair Value of Identifiable Intangible Assets (Detail) $ in Millions | Jan. 03, 2022 USD ($) |
Business Acquisition [Line Items] | |
Total intangibles | $ 1,200 |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Total intangibles | 695 |
Trade Names and Trademarks [Member] | |
Business Acquisition [Line Items] | |
Total intangibles | 450 |
Contractual Backlog [Member] | |
Business Acquisition [Line Items] | |
Total intangibles | $ 55 |
Business Combinations - Summa_3
Business Combinations - Summary of Company's Operating Results of Acquisition and Related Finance (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Business Combinations [Abstract] | |
Net revenues | $ 6,099 |
Net loss | $ (189) |
Restructuring (Additional Infor
Restructuring (Additional Information) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2024 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring liabilities | $ 22 | |
Chubb Acquisition [Member] | Forecast [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $ 105 | |
Safety Services [Member] | Chubb Acquisition [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 30 | |
Safety Services [Member] | Cost of Revenues [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 7 | |
Safety Services [Member] | Selling, General and Administrative Expenses [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $ 23 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Program (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Cost of Revenue | $ 4,844 | $ 3,001 | $ 2,831 |
Selling, General and Administrative Expense | 1,552 | $ 803 | $ 725 |
Restructuring Reserve, Ending Balance | 22 | ||
2022 Restructuring Program [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Cost of Revenue | 7 | ||
Selling, General and Administrative Expense | 23 | ||
Payments | (8) | ||
Restructuring Reserve, Ending Balance | $ 22 |
Divestitures and Held for Sale
Divestitures and Held for Sale - Summary of Long Lived Assets Held-for-sale (Detail) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property and equipment, net | $ 407 | $ 326 | |
Goodwill | 2,382 | 1,106 | $ 1,082 |
Intangible assets, net | $ 1,784 | $ 882 |
Net Revenues - Summary of Disag
Net Revenues - Summary of Disaggregated Revenue (Detail) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | $ 6,558 | $ 3,940 | $ 3,587 | |
United States [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 4,062 | 3,549 | 3,349 | |
FRANCE [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 564 | |||
Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,932 | 391 | 238 | |
Safety Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 4,575 | 2,081 | 1,639 | |
Safety Services [Member] | United States [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 2,148 | 1,726 | 1,435 | |
Safety Services [Member] | FRANCE [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 564 | |||
Safety Services [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,863 | 355 | 204 | |
Specialty Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 2,030 | 1,906 | 1,960 | |
Specialty Services [Member] | United States [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,961 | 1,870 | 1,926 | |
Specialty Services [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 69 | 36 | 34 | |
Corporate and Elimination [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | (47) | (47) | (12) | |
Corporate and Elimination [Member] | United States [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | (47) | (47) | (12) | |
Life Safety [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 4,025 | 1,647 | 1,317 | |
Life Safety [Member] | Safety Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 4,025 | 1,647 | 1,317 | |
Heating, Ventilation and Air Conditioning ("HVAC") [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 550 | 434 | 322 | |
Heating, Ventilation and Air Conditioning ("HVAC") [Member] | Safety Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 550 | 434 | 322 | |
Infrastructure/Utility [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,154 | 1,057 | 1,370 | |
Infrastructure/Utility [Member] | Specialty Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,154 | 1,057 | 1,370 | |
Fabrication [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 253 | 244 | 178 | |
Fabrication [Member] | Specialty Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 253 | 244 | 178 | |
Specialty Contracting [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 623 | 605 | 412 | |
Specialty Contracting [Member] | Specialty Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 623 | 605 | 412 | |
Corporate and Eliminations [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | $ (47) | $ (47) | (47) | (12) |
Corporate and Eliminations [Member] | Corporate and Elimination [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | $ (47) | $ (47) | $ (12) |
Net Revenues - Additional Infor
Net Revenues - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Aggregate amount of transaction price allocated to unsatisfied performance obligation | $ 2,891,000,000 | ||
Percentage of recognized revenue of remaining performance obligations over the next 12 months | 87% | ||
Customers with payment terms | 30 days | ||
Retentions receivable | $ 150,000,000 | $ 117,000,000 | |
Retentions receivable within one year | $ 35,000,000 | 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 (Detail1) | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
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 Customers (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues [Abstract] | |||
Accounts receivable, net of allowances | $ 1,313 | $ 767 | $ 639 |
Contract assets | 459 | 217 | 142 |
Contract liabilities | 463 | 243 | $ 219 |
Retentions receivable within one year | $ 35 | $ 25 |
Goodwill and Intangibles - Summ
Goodwill and Intangibles - Summary of Changes In Carrying Amounts of Goodwill By Reportable Segments (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [LineItems] | ||
Beginning Balance | $ 1,106 | $ 1,082 |
Acquisitions | 1,372 | 47 |
Measurement period adjustments / Foreign currency translation and other, net | (96) | (23) |
Ending Balance | 2,382 | 1,106 |
Safety Services [Member] | ||
Goodwill [LineItems] | ||
Beginning Balance | 925 | 906 |
Acquisitions | 1,372 | 42 |
Measurement period adjustments / Foreign currency translation and other, net | (96) | (23) |
Ending Balance | 2,201 | 925 |
Specialty Services [Member] | ||
Goodwill [LineItems] | ||
Beginning Balance | 181 | 176 |
Acquisitions | 5 | |
Measurement period adjustments / Foreign currency translation and other, net | ||
Ending Balance | $ 181 | $ 181 |
Goodwill and Intangibles - Su_2
Goodwill and Intangibles - Summary of Identifiable Intangible Assets (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 03, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 2,365 | $ 1,240 | |
Accumulated Amortization | (581) | (358) | |
Net Carrying Amount | $ 1,784 | $ 882 | |
Contractual Backlog [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Lives (in Years) | 10 months 24 days | 9 months 18 days | |
Gross Carrying Amount | $ 153 | $ 101 | |
Accumulated Amortization | (126) | (97) | |
Net Carrying Amount | $ 27 | $ 4 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Lives (in Years) | 15 years | 10 years | 6 years 4 months 24 days |
Gross Carrying Amount | $ 1,508 | $ 859 | |
Accumulated Amortization | (367) | (221) | |
Net Carrying Amount | $ 1,141 | $ 638 | |
Trade Names and Trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Lives (in Years) | 15 years | 13 years 2 months 12 days | 12 years 8 months 12 days |
Gross Carrying Amount | $ 704 | $ 280 | |
Accumulated Amortization | (88) | (40) | |
Net Carrying Amount | $ 616 | $ 240 |
Goodwill and Intangibles - Su_3
Goodwill and Intangibles - Summary of Aggregate Amortization Expense of the Intangible (Detail) $ in Millions | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 221 |
2024 | 195 |
2025 | 195 |
2026 | 195 |
2027 | 171 |
Thereafter | 807 |
Total | $ 1,784 |
Goodwill and Intangibles - Su_4
Goodwill and Intangibles - Summary of Amortization Expense Recognized on Intangible Assets (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible asset amortization expenses | $ 227 | $ 127 | $ 182 |
Cost of Revenues [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible asset amortization expenses | 30 | 5 | 69 |
Selling, General and Administrative Expenses [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible asset amortization expenses | $ 197 | $ 122 | $ 113 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Fair Value Measurement Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | |
Derivative asset | $ 113 | $ 18 |
Financial Assets | 113 | 18 |
Financial Liabilities | (4) | (15) |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Assets | 113 | 18 |
Financial Liabilities | (11) | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities | (4) | (4) |
Derivatives Designated as Hedging Instrument [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 113 | 18 |
Derivatives Designated as Hedging Instrument [Member] | Net Investment Hedge [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 12 | |
Derivatives Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | (11) | |
Derivative asset | 14 | |
Derivatives Designated as Hedging Instrument [Member] | Cross Currency Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 17 | 6 |
Derivatives Designated as Hedging Instrument [Member] | Cross Currency Swaps [Member] | Net Investment Hedge [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 32 | 12 |
Derivatives Designated as Hedging Instrument [Member] | Cross Currency Swaps [Member] | Fair Value Hedging [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 50 | |
Derivatives Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 2 [Member] | Net Investment Hedge [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 12 | |
Derivatives Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | (11) | |
Derivative asset | 14 | |
Derivatives Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 2 [Member] | Cross Currency Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 17 | 6 |
Derivatives Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 2 [Member] | Cross Currency Swaps [Member] | Net Investment Hedge [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 32 | |
Derivatives Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 2 [Member] | Cross Currency Swaps [Member] | Fair Value Hedging [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 50 | |
Derivatives Not Designated as Hedge Instruments [Member] | Contingent Consideration Obligations [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligations | (4) | (4) |
Derivatives Not Designated as Hedge Instruments [Member] | Fair Value, Inputs, Level 3 [Member] | Contingent Consideration Obligations [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 | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Arrangement | Dec. 31, 2021 USD ($) Arrangement | Dec. 31, 2020 USD ($) Arrangement | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |||
Balances at beginning of period | $ 4 | $ 7 | $ 7 |
Issuances | 3 | ||
Settlements | (6) | (4) | |
Adjustments to fair value | 4 | ||
Balances at end of period | $ 4 | $ 4 | $ 7 |
Number of open contingent consideration arrangements at the end of period | Arrangement | 3 | 3 | 3 |
Maximum potential payout at end of period | $ 4 | $ 5 | $ 7 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
4.125% Senior Notes [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Line of credit facility, interest rate | 4.125% |
Repurchase amount of senior notes | $ 13 |
4.750% Senior Notes [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Line of credit facility, interest rate | 4.75% |
Repurchase amount of senior notes | $ 23 |
Senior Notes [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Line of credit facility, interest rate | 4.75% |
Senior Notes [Member] | 4.125% Senior Notes [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Repurchase amount of senior notes | $ 13 |
Senior Notes [Member] | 4.750% Senior Notes [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Repurchase amount of senior notes | $ 23 |
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-Variable Interest Rate Debt, Carrying Value | $ 2,832 | |
Fair Value, Inputs, Level 2 [Member] | 2019 Term Loan [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-Variable Interest Rate Debt, Carrying Value | 1,127 | $ 1,140 |
Non-Variable Interest Rate Debt, Fair Value | 1,120 | 1,139 |
Fair Value, Inputs, Level 2 [Member] | 2021 Term Loan [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-Variable Interest Rate Debt, Carrying Value | 1,085 | |
Non-Variable Interest Rate Debt, Fair Value | 1,075 | |
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 | 277 | 300 |
Non-Variable Interest Rate Debt, Fair Value | 243 | 305 |
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 | 337 | 350 |
Non-Variable Interest Rate Debt, Fair Value | $ 284 | $ 348 |
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) | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative notional amount | $ 2,309 | $ 1,070 | ||
Interest Rate Swaps [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative notional amount | $ 1,120 | |||
Derivative maturity date | Jan. 31, 2028 | |||
Derivative, fixed interest rate | 3.46% | |||
2024 Interest Rate Swap | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative maturity date | Oct. 31, 2024 | |||
2026 Interest Rate Swap | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative notional amount | $ 720 | |||
Derivative maturity date | Oct. 31, 2026 | |||
Derivative, fixed interest rate | 3.64% | |||
2028 Interest Rate Swap [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative notional amount | $ 400 | |||
2028 Interest Rate Swap [Member] | Forward-starting Swaps [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative notional amount | 400 | |||
Foreign Currency Contracts [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other (expense) income, net | (2) | (3) | $ 12 | |
Designated as Hedging Instrument [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative notional amount | $ 2,191 | 1,070 | ||
Designated as Hedging Instrument [Member] | Net Investment Hedge [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Annual reduction in interest expense | $ 3 | |||
Reduction in overall effective interest rate | 24% | |||
Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Debt instrument term | 4 years | |||
Derivative notional amount | $ 720 | |||
Derivative, fixed interest rate | 3.64% | |||
Designated as Hedging Instrument [Member] | 2024 Interest Rate Swap | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative notional amount | $ 720 | |||
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 Hedge [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative notional amount | 230 | $ 230 | ||
Unrealized gains on AOCI before taxes | $ 29 | |||
Designated as Hedging Instrument [Member] | Cross Currency Interest Rate Contract [Member] | Net Investment Hedge [Member] | CAD | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Fair value of hedges | $ 241 | |||
Designated as Hedging Instrument [Member] | Cross Currency Interest Rate Contract [Member] | Net Investment Hedge [Member] | GBP | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Fair value of hedges | 271 | |||
Designated as Hedging Instrument [Member] | Cross Currency Interest Rate Contract [Member] | Net Investment Hedge [Member] | EUR | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Fair value of hedges | $ 209 |
Derivatives - Summary of Fair V
Derivatives - Summary of Fair Value of Derivative Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Outstanding Gross Notional Amount | $ 2,309 | $ 1,070 |
Other Assets | 113 | 18 |
Other Noncurrent liabilities | (11) | |
Interest Rate Swaps [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Outstanding Gross Notional Amount | 1,120 | |
Derivatives Designated as Hedging Instrument [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Outstanding Gross Notional Amount | 2,191 | 1,070 |
Other Assets | 113 | 18 |
Other Noncurrent liabilities | (11) | |
Derivatives Designated as Hedging Instrument [Member] | Net Investment Hedges [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Other Assets | 12 | |
Derivatives Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Outstanding Gross Notional Amount | 720 | |
Other Assets | 14 | |
Derivatives Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | Cash Flow Hedges [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Outstanding Gross Notional Amount | 1,120 | $ 720 |
Other Assets | $ 14 | |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Other Noncurrent liabilities | $ (11) | |
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | |
Derivatives Designated as Hedging Instrument [Member] | Cross Currency Contracts [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Other Assets | $ 17 | $ 6 |
Derivatives Designated as Hedging Instrument [Member] | Cross Currency Contracts [Member] | Cash Flow Hedges [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Outstanding Gross Notional Amount | 120 | 120 |
Other Assets | $ 17 | $ 6 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Derivatives Designated as Hedging Instrument [Member] | Cross Currency Contracts [Member] | Fair Value Hedges [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Outstanding Gross Notional Amount | $ 721 | |
Other Assets | $ 50 | |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Derivatives Designated as Hedging Instrument [Member] | Cross Currency Contracts [Member] | Net Investment Hedges [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Outstanding Gross Notional Amount | $ 230 | $ 230 |
Other Assets | $ 32 | $ 12 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Derivatives Not Designated as Hedge Instruments [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Outstanding Gross Notional Amount | $ 118 | |
Derivatives Not Designated as Hedge Instruments [Member] | Foreign Currency Forward Contracts [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Outstanding Gross Notional Amount | $ 118 |
Derivatives - Summary of Effect
Derivatives - Summary of Effect of Derivatives on Consolidated Statements of Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivatives Designated as Hedging Instrument [Member] | Cross Currency Contracts [Member] | Cash Flow Hedges [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of income (expense) recognized in income | $ 6 | $ 7 | |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Net Investment Income | Net Investment Income | |
Derivatives Designated as Hedging Instrument [Member] | Cross Currency Contracts [Member] | Net Investment Hedges [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of income (expense) recognized in income | $ 4 | $ 2 | |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Expense | Interest Expense | |
Derivatives Designated as Hedging Instrument [Member] | Cross Currency Contracts [Member] | Fair Value Hedges [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of income (expense) recognized in income | $ 53 | ||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Net Investment Income | ||
Derivatives Designated as Hedging Instrument [Member] | Cross Currency Contracts [Member] | Cash Flow Hedges [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of income (expense) recognized in income | $ 2 | ||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Expense | ||
Derivatives Designated as Hedging Instrument [Member] | Cross Currency Contracts [Member] | Fair Value Hedges [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of income (expense) recognized in income | $ 3 | ||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Expense | ||
Derivatives Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | Cash Flow Hedges [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of income (expense) recognized in income | $ 1 | $ (11) | $ (7) |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Expense | Interest Expense | Interest Expense |
Derivatives Not Designated as Hedge Instruments [Member] | Foreign Currency Forward Contracts [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of income (expense) recognized in income | $ 2 | $ 1 | $ (9) |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Net Investment Income | Net Investment Income | Net Investment Income |
Derivatives - Summary of Effe_2
Derivatives - Summary of Effect of Cash Flow and Fair Value Hedge Accounting on Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flow Hedges [Member] | Interest Rate Swaps [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain (loss) recognized in other comprehensive income, cash flow hedges | $ 48 | $ 18 | $ (27) |
Amount of gain (loss) reclassified from AOCI into income | $ 3 | ||
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Expense | ||
Cash Flow Hedges [Member] | Cross Currency Contracts [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain (loss) recognized in other comprehensive income, cash flow hedges | $ 3 | ||
Amount of gain (loss) reclassified from AOCI into income | $ 10 | $ (7) | |
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Net Investment Income | Net Investment Income | |
Fair Value Hedges [Member] | Cross Currency Contracts [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain (loss) recognized in other comprehensive income, fair value hedges | $ (2) | ||
Amount of gain (loss) reclassified from AOCI into income | $ 53 | ||
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Net Investment Income | ||
Net Investment Hedges [Member] | Cross Currency Contracts [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain (loss) recognized in other comprehensive income, net investment hedging | $ 14 | $ 8 | |
Amount of gain (loss) reclassified from AOCI into income | $ (1) | ||
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Net Investment Income |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Components of Property and Equipment (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 625 | $ 481 |
Accumulated depreciation | (218) | (155) |
Property and equipment, net | 407 | 326 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 30 | 26 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 98 | 77 |
Property, Plant and Equipment, Useful Life | 39 years | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 313 | 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 | $ 116 | 106 |
Autos and Trucks [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Autos and Trucks [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 4 years | |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 35 | 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 | $ 33 | $ 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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 77 | $ 75 | $ 81 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 by one to twelve 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. | ||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 186 | $ 26 | $ 32 |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | 15 | 3 | 4 |
Rent expense, including real estate taxes and operating costs | 5 | $ 5 | 5 |
Chubb Acquisition [Member] | |||
Lessee Lease Description [Line Items] | |||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 146 | 14 | |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | $ 2 | $ 3 | |
Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Incremental borrowing rates on a quarterly basis across all currencies | 12.65% | ||
Incremental borrowing rates tenor | 30 years | ||
Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Incremental borrowing rates on a quarterly basis across all currencies | 0.63% | ||
Incremental borrowing rates tenor | 1 year | ||
Facility [Member] | Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease term | 10 years | ||
Equipment [Member] | Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease term | 7 years | ||
Equipment [Member] | Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease term | 1 year | ||
Vehicle [Member] | Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease term | 7 years | ||
Vehicle [Member] | Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease term | 1 year |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease cost | $ 75 | $ 35 | $ 34 |
Finance lease cost - amortization of right-of-use assets | 4 | 2 | 1 |
Short-term lease cost | 39 | 26 | 28 |
Variable lease cost | 21 | 6 | 4 |
Total lease cost | $ 139 | $ 69 | $ 67 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Consolidated Statements of Cash Flows Information Related to Leases (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in measurement of lease liabilities: | |||
Operating cash outflows - payments on operating leases | $ 75 | $ 35 | $ 33 |
Financing cash outflows - payments on finance leases | 5 | 18 | 1 |
Right-of-use assets obtained in exchange for new lease obligations: | |||
Operating leases | 186 | 26 | 32 |
Finance leases | $ 15 | $ 3 | $ 4 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Consolidated Balance Sheets Information Related to Leases (Detail) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Finance leases: | ||
Property and equipment, net | $ 17 | $ 5 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Weighted-average remaining lease term: | ||
Operating leases | 5 years | 6 years |
Finance leases | 2 years 10 months 24 days | 2 years 9 months 18 days |
Weighted-average discount rate: | ||
Operating leases | 3.90% | 3.40% |
Finance leases | 4.50% | 2.30% |
Machinery and Equipment [Member] | ||
Finance leases: | ||
Finance leases before accumulated depreciation | $ 17 | $ 5 |
Leases - Schedule of Future Und
Leases - Schedule of Future Undiscounted Cash Flows and Reconciliation to the Lease Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 71 | |
2024 | 53 | |
2025 | 39 | |
2026 | 24 | |
2027 | 16 | |
Thereafter | 41 | |
Total lease payments | 244 | |
Less imputed interest | 23 | |
Total present value of lease liabilities | 221 | |
Operating leases - current | $ 67 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Operating and finance leases - current | |
Operating leases - non-current | $ 154 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating and finance leases - non-current | |
Finance Leases | ||
2023 | $ 6 | |
2024 | 5 | |
2025 | 4 | |
2026 | 2 | |
2027 | 1 | |
Thereafter | 1 | |
Total lease payments | 19 | |
Less imputed interest | 1 | |
Total present value of lease liabilities | 18 | |
Finance leases - current | $ 6 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Operating and finance leases - current | |
Finance leases - non-current | $ 12 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating and finance leases - non-current | |
Total | ||
2023 | $ 77 | |
2024 | 58 | |
2025 | 43 | |
2026 | 26 | |
2027 | 17 | |
Thereafter | 42 | |
Total lease payments | 263 | |
Less imputed interest | 24 | |
Total present value of lease liabilities | 239 | |
Operating and finance leases - current | 73 | $ 27 |
Operating and finance leases - non-current | $ 166 | $ 79 |
Debt - Summary of Debt Obligati
Debt - Summary of Debt Obligations (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | ||
Total debt obligations | $ 2,832 | $ 1,791 |
Less: unamortized deferred financing costs | (43) | (24) |
Total debt, net of deferred financing costs | 2,789 | 1,767 |
Less: short-term and current portion of long-term debt | (206) | (1) |
Long-term debt, less current portion | 2,583 | 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 | $ 337 | 350 |
4.750% Senior Notes [Member] | ||
Line of Credit Facility [Line Items] | ||
Maturity date | Oct. 15, 2029 | |
Total debt obligations | $ 277 | 300 |
Other Obligations [Member] | ||
Line of Credit Facility [Line Items] | ||
Total debt obligations | $ 6 | $ 1 |
Debt - Summary of Debt Obliga_2
Debt - Summary of Debt Obligations (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 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 ($) | 12 Months Ended | |||
Jan. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 06, 2023 | |
Short Term Debt [Line Items] | ||||
Line of credit outstanding | $ 2,832,000,000 | $ 1,791,000,000 | ||
(Gain) loss on extinguishment of debt, net | (5,000,000) | 9,000,000 | ||
Derivative notional amount | 2,309,000,000 | 1,070,000,000 | ||
Incremental term loan | 2,832,000,000 | |||
Long-term debt, less current portion | 2,583,000,000 | 1,766,000,000 | ||
Notes payable, 2022 | 6,000,000 | |||
Notes payable, 2025 | 1,127,000,000 | |||
Acquisition of Construction Equipment and Vehicles [Member] | ||||
Short Term Debt [Line Items] | ||||
Notes payable | 6,000,000 | |||
Working Capital [Member] | ||||
Short Term Debt [Line Items] | ||||
Notes payable | 1,000,000 | |||
Interest Rate Swaps [Member] | ||||
Short Term Debt [Line Items] | ||||
Derivative notional amount | $ 1,120,000,000 | |||
Derivative, fixed interest rate | 3.46% | |||
2021 Term Loan [Member] | ||||
Short Term Debt [Line Items] | ||||
Line of credit facility, interest rate | 7.38% | |||
Repayment of debt | $ 15,000,000 | |||
2021 Term Loan [Member] | Subsequent Event [Member] | ||||
Short Term Debt [Line Items] | ||||
Undrawn letters of credit | $ 985,000,000 | |||
2019 Term Loan [Member] | ||||
Short Term Debt [Line Items] | ||||
Line of credit outstanding | $ 1,127,000,000 | |||
Line of credit facility, interest rate | 7.13% | |||
Repayment of debt | $ 13,000,000 | |||
Line of credit facility, interest rate description | one-month LIBOR plus 250 basis points, but the rate will fluctuate as LIBOR fluctuates | |||
Remaining line of credit outstanding (unswapped portion) | $ 407,000,000 | |||
2019 Term Loan [Member] | Subsequent Event [Member] | ||||
Short Term Debt [Line Items] | ||||
Undrawn letters of credit | $ 1,027,000,000 | |||
2019 Term Loan [Member] | Base Rate [Member] | ||||
Short Term Debt [Line Items] | ||||
Debt, variable interest rate | 1.50% | |||
2019 Term Loan [Member] | Eurodollar [Member] | ||||
Short Term Debt [Line Items] | ||||
Debt, variable interest rate | 2.50% | |||
4.125% Senior Notes [Member] | ||||
Short Term Debt [Line Items] | ||||
Line of credit outstanding | $ 337,000,000 | 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 | $ 277,000,000 | $ 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] | 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] | 2021 Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Interest Rate Swaps [Member] | Subsequent Event [Member] | ||||
Short Term Debt [Line Items] | ||||
Debt instrument term | 5 years | |||
Derivative, fixed interest rate | 3.46% | |||
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 | 3.64% | |||
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 | 4 years | |||
Derivative notional amount | $ 720,000,000 | |||
Derivative, fixed interest rate | 3.64% | |||
Term Loan Facility [Member] | Revolving Credit Facility [Member] | ||||
Short Term Debt [Line Items] | ||||
Secured term loan | $ 500,000,000 | |||
Debt instrument term | 5 years | |||
Line of credit outstanding | $ 0 | 0 | ||
Maturity date | Oct. 01, 2026 | |||
Line of credit net letters of credit outstanding | $ 446,000,000 | 227,000,000 | ||
Letters of credit outstanding | $ 54,000,000 | 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 | |||
Term Loan Facility [Member] | 2020 Term Loan [Member] | ||||
Short Term Debt [Line Items] | ||||
Repayment of debt | $ 250,000,000 |
Debt - Schedule of Annual Matur
Debt - Schedule of Annual Maturities, Excluding Amortization of Debt Issuance Costs (Detail) $ in Millions | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 6 |
2026 | 1,127 |
Thereafter | 1,699 |
Total | $ 2,832 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
U.S. earnings (loss) | $ 40 | $ 54 | $ (180) |
Foreign earnings (loss) | 53 | 25 | (4) |
Total earnings (loss) | $ 93 | $ 79 | $ (184) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Benefit) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
U.S. federal | $ 32 | $ 9 | $ 17 |
State | 13 | 8 | 19 |
Foreign | 22 | 9 | 7 |
Total current tax provision | 67 | 26 | 43 |
Deferred: | |||
U.S. federal | (32) | 6 | (50) |
State | (3) | 2 | (20) |
Foreign | (12) | (2) | (4) |
Total deferred tax (benefit) provision | (47) | 6 | (74) |
Total income tax provision (benefit) | $ 20 | $ 32 | $ (31) |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Federal Statutory Income Tax Rate (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Expected provision (benefit) at statutory federal rate | $ 19 | $ 17 | $ (39) |
Withholding taxes on foreign entities | (9) | ||
State tax provision (benefit), net of federal benefit | 7 | 8 | (6) |
Uncertain tax positions | (1) | ||
Foreign rate differential | (4) | 1 | |
Valuation allowance | (1) | 4 | |
Transaction costs | 3 | 4 | 1 |
Section 162(m) limitation | 2 | 2 | 1 |
Permanent differences and other | 4 | 8 | |
Total income tax provision (benefit) | $ 20 | $ 32 | $ (31) |
Expected provision (benefit) at statutory federal rate | 21% | 21% | 21% |
Withholding taxes on foreign entities | (9.70%) | 0% | 0% |
State tax provision (benefit), net of federal benefit | 7.50% | 10.10% | 2.60% |
Uncertain tax positions | (1.10%) | 0% | 0% |
Foreign rate differential | (4.30%) | 1.30% | 0% |
Valuation allowance | (1.10%) | 0% | (1.20%) |
Transaction costs | 3.20% | 5.10% | (0.50%) |
Section 162(m) limitation | 2.10% | 2.50% | (0.50%) |
Permanent differences and other | 4.40% | 0% | (4.00%) |
Total provision (benefit) for income taxes | 22% | 40% | 17.40% |
Income Taxes - Summary of Com_2
Income Taxes - Summary of Components of Deferred Tax Assets And Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Operating and finance lease liabilities | $ 59 | $ 28 |
Accrued compensation | 48 | 29 |
Accrued expenses | 31 | 23 |
Net operating loss carryforwards | 26 | 4 |
Goodwill | 16 | |
Amortization on identified intangible assets | 15 | |
Contingent consideration and compensation liabilities | 10 | 7 |
Derivatives | 1 | |
Capital loss carryforwards | 47 | |
Credits | 36 | |
Reserves and allowances | 10 | |
Other | 16 | 2 |
Gross deferred tax assets | 283 | 125 |
Valuation allowance | (100) | (3) |
Net deferred tax assets | 183 | 122 |
Deferred tax liabilities: | ||
Depreciation on fixed assets | 51 | 49 |
Goodwill | 3 | |
Amortization on identified intangible assets | 203 | |
Operating lease right of use assets | 59 | 28 |
Derivatives | 9 | |
Deferred payments | 4 | 3 |
Pension and post-retirement obligations | 82 | |
Withholding taxes on foreign earnings | 10 | |
Other | 4 | 2 |
Deferred tax liabilities | 415 | 92 |
Net deferred tax liabilities | $ (232) | |
Net deferred tax assets | $ 30 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Deferred tax assets, valuation allowance | $ 100 | $ 3 | |
Deferred tax liability | 415 | 92 | |
Deferred tax liability of for withholding taxes related to foreign subsidiaries | 9 | ||
Undistributed earnings | $ 194 | ||
Income tax penalties and interest accrued | 2 | 1 | |
Income tax interest expense | 0 | $ 0 | |
Unrecognized tax benefits that would impact effective tax rate | 8 | ||
Domestic Tax Authority [Member] | |||
Operating loss carryforwards | 0 | ||
State and Local Jurisdiction [Member] | |||
Operating loss carryforwards | $ 21 | ||
Operating loss carryforwards limitations | The state net operating loss carryforwards 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 carryback term | 5 years | ||
State and Local Jurisdiction [Member] | Maximum [Member] | |||
Operating loss carryback term | 20 years | ||
Foreign Tax Authority [Member] | |||
Operating loss carryforwards | $ 103 | ||
Operating loss carryforwards limitations | The foreign net operating loss carryforwards generally have carryback periods of three years, carryforward periods of twenty years, or that are indefinite, and begin to expire in 2036. | ||
Operating loss carryforwards expiration year | 2036 |
Income Taxes - Summary of Rec_2
Income Taxes - Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Gross unrecognized tax benefits as of the beginning of the period | $ 2 | $ 3 | $ 4 |
Additions for tax positions taken in a prior period (including acquired uncertain tax positions) | 7 | ||
Reductions for tax positions taken in a prior period (including acquired uncertain tax positions) | (1) | (1) | |
Additions for tax positions taken in the current period | 1 | ||
Foreign currency translation adjustments | 2 | ||
Gross unrecognized tax benefits as of the end of the period | $ 8 | $ 2 | $ 3 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Jan. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Multiemployer Plan [Line Items] | ||||
Benefit obligation | $ 1,262,000,000 | |||
PBO discount | 4.90% | |||
Benefit payment paid from corporate assets and reflecting expected | $ 87,000,000 | |||
Expected future Benefit payment | $ 91,000,000 | |||
ESPP [Member] | ||||
Multiemployer Plan [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, purchase price of common stock, percent | 85% | 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 | $ 4,000,000 | |||
Number of common stock issued related to ESPP | 836,380 | |||
Weighted average price per share | $ 14.92 | |||
Stock issued during period, value | $ 12,000,000 | |||
Common stock reserved for future issuance | 7,252,300 | |||
ESPP [Member] | Subsequent Event [Member] | ||||
Multiemployer Plan [Line Items] | ||||
Number of common stock issued related to ESPP | 459,690 | |||
ESPP [Member] | Accrued Salaries and Wages [Member] | ||||
Multiemployer Plan [Line Items] | ||||
Accrued liability | $ 6,000,000 | |||
401 (K) Plans [Member] | ||||
Multiemployer Plan [Line Items] | ||||
Expense recognized | 12,000,000 | $ 11,000,000 | $ 11,000,000 | |
Profit Sharing Plan [Member] | ||||
Multiemployer Plan [Line Items] | ||||
Expense recognized | 15,000,000 | 15,000,000 | 14,000,000 | |
Profit Sharing Plan [Member] | Accrued Salaries and Wages [Member] | Common Stock [Member] | ||||
Multiemployer Plan [Line Items] | ||||
Accrued liability | 16,000,000 | 15,000,000 | ||
Postemployment Retirement Benefits [Member] | ||||
Multiemployer Plan [Line Items] | ||||
Benefit obligation | $ 3,000,000 | |||
PBO discount | 3% | |||
Multiemployer Pension Plans [Member] | ||||
Multiemployer Plan [Line Items] | ||||
Withdrawal liability | $ 0 | $ 0 | $ 0 | |
Maximum [Member] | Postemployment Retirement Benefits [Member] | ||||
Multiemployer Plan [Line Items] | ||||
Benefit payment paid from corporate assets and reflecting expected | 1,000,000 | |||
Expected future Benefit payment | $ 2,028,000,000 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Participation in MEPPs (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Multiemployer Plans [Line Items] | |||
Contributions | $ 99 | $ 95 | $ 85 |
National Automatic Sprinkler Industry Pension Fund [Member] | |||
Multiemployer Plans [Line Items] | |||
EIN | 526054620 | ||
PN | 001 | ||
Plan Year-End | Dec. 31, 2021 | ||
PPA Zone Status | Green | Green | Red |
FIP/RP Status | No | ||
Contributions | $ 30 | $ 26 | $ 25 |
More Than 5% | false | ||
Surcharge Imposed | No | ||
Expiration Date of CBA | Mar. 31, 2025 | ||
Twin City Pipe Trades Pension Plan [Member] | |||
Multiemployer Plans [Line Items] | |||
EIN | 416131800 | ||
PN | 001 | ||
Plan Year-End | Apr. 30, 2022 | ||
PPA Zone Status | Green | Green | Green |
FIP/RP Status | No | ||
Contributions | $ 10 | $ 9 | $ 6 |
More Than 5% | true | ||
Surcharge Imposed | No | ||
Expiration Date of CBA | Apr. 30, 2024 | ||
Sheet Metal Workers National Pension Fund [Member] | |||
Multiemployer Plans [Line Items] | |||
EIN | 526112463 | ||
PN | 001 | ||
Plan Year-End | Dec. 31, 2021 | ||
PPA Zone Status | Yellow | Yellow | Yellow |
FIP/RP Status | Implemented | ||
Contributions | $ 6 | $ 6 | $ 5 |
More Than 5% | false | ||
Surcharge Imposed | No | ||
Expiration Date of CBA | May 31, 2023 | ||
Asbetos Workers Local 2 Pension Fund [Member] | |||
Multiemployer Plans [Line Items] | |||
EIN | 236030054 | ||
PN | 001 | ||
Plan Year-End | Dec. 31, 2021 | ||
PPA Zone Status | Green | Green | Green |
FIP/RP Status | No | ||
Contributions | $ 4 | $ 6 | $ 1 |
More Than 5% | true | ||
Surcharge Imposed | No | ||
Expiration Date of CBA | Jul. 31, 2025 | ||
Boilermaker Blacksmith National Pension Trust [Member] | |||
Multiemployer Plans [Line Items] | |||
EIN | 486168020 | ||
PN | 001 | ||
Plan Year-End | Dec. 31, 2021 | ||
PPA Zone Status | Yellow | Yellow | Yellow |
FIP/RP Status | Implemented | ||
Contributions | $ 5 | $ 6 | $ 5 |
More Than 5% | false | ||
Surcharge Imposed | No | ||
Expiration Date of CBA | Jun. 30, 2023 | ||
National Electrical Benefit Fund [Member] | |||
Multiemployer Plans [Line Items] | |||
EIN | 530181657 | ||
PN | 001 | ||
Plan Year-End | Dec. 31, 2021 | ||
PPA Zone Status | Green | Green | Green |
FIP/RP Status | No | ||
Contributions | $ 8 | $ 6 | $ 7 |
More Than 5% | false | ||
Surcharge Imposed | No | ||
Expiration Date of CBA | Jun. 30, 2024 | ||
Heavy And General Laborers Local Union 472 And 172 Of New Jersey Pension Fund [Member] | |||
Multiemployer Plans [Line Items] | |||
EIN | 226032103 | ||
PN | 001 | ||
Plan Year-End | Mar. 31, 2023 | ||
PPA Zone Status | Green | Green | Green |
FIP/RP Status | No | ||
Contributions | $ 5 | $ 6 | $ 6 |
More Than 5% | false | ||
Surcharge Imposed | No | ||
Expiration Date of CBA | Feb. 29, 2024 | ||
Plumbers And Pipefitters National Pension Fund [Member] | |||
Multiemployer Plans [Line Items] | |||
EIN | 526152779 | ||
PN | 001 | ||
Plan Year-End | Jun. 30, 2021 | ||
PPA Zone Status | Yellow | Yellow | Yellow |
FIP/RP Status | Implemented | ||
Contributions | $ 4 | $ 4 | $ 3 |
More Than 5% | false | ||
Surcharge Imposed | No | ||
Expiration Date of CBA | Jun. 01, 2024 | ||
Central Pension Fund Of The IUOE & Participating Employers [Member] | |||
Multiemployer Plans [Line Items] | |||
EIN | 366052390 | ||
PN | 001 | ||
Plan Year-End | Jan. 31, 2022 | ||
PPA Zone Status | Green | Green | Green |
FIP/RP Status | No | ||
Contributions | $ 3 | $ 3 | $ 3 |
More Than 5% | false | ||
Surcharge Imposed | No | ||
Expiration Date of CBA | May 31, 2023 | ||
Sheet Metal Workers' Local 10 Pension Fund [Member] | |||
Multiemployer Plans [Line Items] | |||
EIN | 411562581 | ||
PN | 001 | ||
Plan Year-End | Dec. 31, 2021 | ||
PPA Zone Status | Green | Green | Green |
FIP/RP Status | No | ||
Contributions | $ 3 | $ 3 | $ 2 |
More Than 5% | true | ||
Surcharge Imposed | No | ||
Expiration Date of CBA | Apr. 30, 2024 | ||
Minnesota Laborers Pension Fund [Member] | |||
Multiemployer Plans [Line Items] | |||
EIN | 416159599 | ||
PN | 001 | ||
Plan Year-End | Dec. 31, 2020 | ||
PPA Zone Status | Green | Green | Green |
FIP/RP Status | No | ||
Contributions | $ 2 | $ 2 | $ 2 |
More Than 5% | false | ||
Surcharge Imposed | No | ||
Expiration Date of CBA | Apr. 30, 2023 | ||
Building Trades United Pension Trust Fund Milwaukee And Vicinity [Member] | |||
Multiemployer Plans [Line Items] | |||
EIN | 516049409 | ||
PN | 001 | ||
Plan Year-End | May 31, 2021 | ||
PPA Zone Status | Green | Green | Green |
FIP/RP Status | No | ||
Contributions | $ 2 | $ 2 | $ 3 |
More Than 5% | false | ||
Surcharge Imposed | No | ||
Expiration Date of CBA | May 31, 2023 | ||
Total Other [Member] | |||
Multiemployer Plans [Line Items] | |||
Contributions | $ 17 | $ 16 | $ 17 |
Pension - Schedule of Changes i
Pension - Schedule of Changes in Benefit Obligations and Plan Assets (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Retirement Benefits [Abstract] | |
Plan assets | $ 1,617 |
Projected benefit obligation ("PBO") Funded Status [Abstract] | |
Plan Assets | 1,617 |
Benefit obligations | (1,262) |
Funded status of plan | 355 |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |
Acquisition | 2,041 |
Service cost | 7 |
Interest cost | $ 32 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment, after Tax |
Plan participants' contributions | $ 1 |
Actuarial gain | (531) |
Benefits paid | (92) |
Settlements | (13) |
Currency impact | (183) |
Ending balance | 1,262 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |
Acquisition | 2,615 |
Employer contributions | 34 |
Plan participants' contributions | 1 |
Benefits paid | (92) |
Actual return on assets | (687) |
Settlements | (13) |
Currency impact | (241) |
Ending balance | $ 1,617 |
Pension - Summary of Supplement
Pension - Summary of Supplemental Consolidated Balance Sheets Information Related to Pension (Detail) $ in Millions | Dec. 31, 2022 USD ($) |
Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position [Abstract] | |
Pension and post-retirement benefits | $ 392 |
Other accrued liabilities | (1) |
Other noncurrent liabilities | (36) |
Net amount recognized | $ 355 |
Pension - Information for Pensi
Pension - Information for Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets (Detail) $ in Millions | Dec. 31, 2022 USD ($) |
Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets [Abstract] | |
Projected benefit obligation ("PBO") | $ 54 |
Accumulated benefit obligation | 44 |
Fair value of plan assets | $ 18 |
Pension - Information for Pen_2
Pension - Information for Pension Plans with Projected Benefit Obligations in Excess of Plan Assets (Detail) $ in Millions | Dec. 31, 2022 USD ($) |
Defined Benefit Plan, Pension Plan with Project Benefit Obligation in Excess of Plan Assets [Abstract] | |
PBO | $ 60 |
Accumulated benefit obligation | 49 |
Fair value of plan assets | $ 23 |
Pension - Additional Informatio
Pension - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) DefinedBenefitPlan Country | |
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 | $ 34 |
Defined benefit pension plan one-time Contributions | 27 |
Estimated contributions to pension plans in 2023 | 6 |
Expected benefit payment in 2023 | 87 |
Expected benefit payment in 2024 | 87 |
Expected benefit payment in 2025 | 88 |
Expected benefit payment in 2026 | 87 |
Expected benefit payment in 2027 | 91 |
Expected benefit payment from 2028 through 2032 | $ 458 |
Minimum [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Maturity of corporate bond used in calculation of discount rate assumptions | 6 months |
Maximum [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Maturity of corporate bond used in calculation of discount rate assumptions | 19 years |
Pension - Components of Net Per
Pension - Components of Net Periodic Pension Benefit (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |
Service cost | $ 7 |
Interest cost | 32 |
Expected return on plan assets | $ (74) |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment, after Tax |
Net periodic pension benefit | $ (35) |
Pension - Major Assumptions Use
Pension - Major Assumptions Used to Determine Benefit Obligation (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |
Benefit obligation, discount rate, PBO | 4.90% |
Benefit obligation, salary scale | 3% |
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 Allocation
Pension - Summary of Allocation of Pension Plan Asset (Detail) | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | |
Target asset allocation percentage | 100% |
Percentage of plan assets | 100% |
Equity Securities [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Target asset allocation percentage | 3.80% |
Percentage of plan assets | 3.80% |
Debt Securities [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Target asset allocation percentage | 82.20% |
Percentage of plan assets | 76.10% |
Real Estate [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Target asset allocation percentage | 0.60% |
Percentage of plan assets | 0.80% |
Other [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Target asset allocation percentage | 13.40% |
Percentage of plan assets | 19.30% |
Pension - Summary of Fair Value
Pension - Summary of Fair Value of Pension Plan Assets by Asset Category (Detail) $ in Millions | Dec. 31, 2022 USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets | $ 1,617 |
Global Equity Funds [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 338 |
Global Equity Funds [Member] | Significant Observable Inputs Level 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 326 |
Global Equity Funds [Member] | Not Subject to Leveling [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 12 |
Governments [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 762 |
Governments [Member] | Significant Observable Inputs Level 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 762 |
Corporate Bonds [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 415 |
Corporate Bonds [Member] | Significant Observable Inputs Level 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 415 |
Global Fixed Income at Net Asset Value [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 50 |
Global Fixed Income at Net Asset Value [Member] | Significant Observable Inputs Level 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 50 |
Real Estate [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 11 |
Real Estate [Member] | Significant Observable Inputs Level 2 [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 | 5 |
Other [Member] | Significant Observable Inputs Level 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 1 |
Other [Member] | Not Subject to Leveling [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 4 |
Cash & Cash Equivalents [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 36 |
Cash & Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 16 |
Cash & Cash Equivalents [Member] | Significant Observable Inputs Level 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 20 |
Equities and Fixed Income Securities [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 1,617 |
Equities and Fixed Income Securities [Member] | Fair Value, Inputs, Level 1 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | 16 |
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 | 1,585 |
Equities and Fixed Income Securities [Member] | Not Subject to Leveling [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets Before adjustment | $ 16 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jan. 01, 2023 | Jan. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Dividends declared in common shares | 584,584 | 7,539,697 | ||
Royal Oak Enterprises [Member] | ||||
Related Party Transaction [Line Items] | ||||
Net revenues from related party | $ 9 | |||
Accounts receivable from related party | $ 6 | |||
Series B Preferred Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of shares sold | 800,000 | |||
Preferred stock, par value | $ 0.0001 | |||
Preferred stock, dividend percentage | 5.50% | |||
Aggregate purchase price | $ 800 | |||
Series B Preferred Stock [Member] | Viking Purchasers [Member] | ||||
Related Party Transaction [Line Items] | ||||
Dividends declared in common shares | 632,379 | |||
Number of shares sold | 200,000 | |||
Aggregate purchase price | $ 200 | |||
Series B Preferred Stock [Member] | Viking Purchasers [Member] | Subsequent Event [Member] | ||||
Related Party Transaction [Line Items] | ||||
Dividends declared in common shares | 146,145 | |||
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 services fees payable | $ 4 | $ 4 | ||
Share-Based Payment Arrangement, Tranche One [Member] | Series B Preferred Stock [Member] | Viking Purchasers [Member] | ||||
Related Party Transaction [Line Items] | ||||
Dividends declared in common shares | 486,234 | |||
Preferred Stock [Member] | Mariposa Acquisition I V L L C [Member] | ||||
Related Party Transaction [Line Items] | ||||
Dividends declared in common shares | 7,539,697 |
Contingencies - Additional Info
Contingencies - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Outstanding liability for environmental obligation including asset retirement obligations | $ 16 | $ 6 |
Environmental Loss Contingency, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | |||
Dividends declared in common shares | 584,584 | 7,539,697 | |
Common shares issued | 233,403,912 | 233,403,912 | 224,625,193 |
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 | 2,505,723 | ||
Repurchases of common stock, value | $ 44 | ||
Stock repurchase program, remaining authorized amount | $ 206 | $ 206 | |
Series A Preferred Shares [Member] | |||
Class Of Stock [Line Items] | |||
Dividend price per share | $ 24.3968 | $ 24.3968 | |
Series A Preferred Stock [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock issued | 4,000,000 | 4,000,000 | 4,000,000 |
Preferred stock outstanding | 4,000,000 | 4,000,000 | 4,000,000 |
Percentage of annual dividend rate | 20% | ||
Dividend price per share | $ 17.8829 | ||
Annual dividend shares preferred stock | 141,194,638 | 141,194,638 | |
Appreciation of share price | $ 24.3968 | ||
Dividends declared in common shares | 7,539,697 | ||
Preferred stock 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 stock convertible into common share, number of shares | 1 | ||
Series B Preferred Stock [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock issued | 800,000 | 800,000 | 800,000 |
Preferred stock outstanding | 0 | 0 | 0 |
Percentage of annual dividend rate | 5.50% | ||
Number of shares issued and sold | 800,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Aggregate purchase price | $ 800 | ||
Liquidation preference per share | $ 24.60 | $ 24.60 | |
Weighted average price of common stock | $ 36.90 | ||
Dividends issued as shares, value | $ 11 | $ 33 | |
Preferred share dividend | 584,584 | 1,944,939 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Oct. 01, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Exercise price per share | $ 11.50 | ||||
Number of stock options exercised | 37,500 | ||||
Share-based compensation expense | $ 18 | $ 12 | $ 5 | ||
Non Qualified Stock Options [Member] | Independent, Non-Executive Directors [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares issued in period | 162,500 | ||||
Exercise price per share | $ 11.50 | ||||
Contractual term | 5 years | ||||
Time-based Restricted Stock Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Granted | 509,748 | ||||
Weighted-average fair value, granted | $ 19.41 | ||||
Service period from date of grant | 3 years | ||||
Unrecognized equity-based compensation cost, restricted stock units | 10 months 24 days | 1 year 6 months | |||
Restricted Stock Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 14 | $ 8 | |||
Unearned compensation related to unvested RSUs | 7 | ||||
Tax benefits realized from tax deductions related to vesting of RSUs | $ 1 | $ 3 | |||
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 | ||||
Vesting percentage | 100% | ||||
Unrecognized equity-based compensation cost, restricted stock units | 2 years 2 months 12 days | ||||
Performance-Based Restricted Stock Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Granted | 542,223 | ||||
Weighted-average fair value, granted | $ 20.77 | ||||
Minimum [Member] | Performance-Based Restricted Stock Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based awards, vesting period | 3 years | ||||
2019 Equity Incentive Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares available for grant | 13,574,813 | ||||
Vesting period, description | he 2019 Plan generally provides for awards to vest no earlier than one year from the date of grant, although most awards entitle the recipient to common shares if specified market or performance conditions are achieved, if applicable, and vest over a minimum of three years. | ||||
2019 Equity Incentive Plan [Member] | Minimum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based awards, vesting period | 3 years |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Changes in Number of Common Shares Underlying Options (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Shares, Outstanding, Beginning Balance | 162,500 | 162,500 |
Shares, Exercised | (37,500) | |
Shares, Outstanding, Ending Balance | 125,000 | 162,500 |
Shares, Exercisable, ending Balance | 125,000 | |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 11.50 | $ 11.50 |
Weighted-Average Exercise Price, Exercised | 11.50 | |
Weighted-Average Exercise Price, Outstanding, Ending Balance | 11.50 | $ 11.50 |
Weighted-Average Exercise Price, Exercisable, Ending Balance | $ 11.50 | |
Weighted-Average Remaining Contractual Term, Outstanding | 1 year 9 months 18 days | 2 years 9 months 18 days |
Weighted-Average Remaining Contractual Term, Exercisable | 1 year 9 months 18 days | |
Aggregate Intrinsic Value, Outstanding, Beginning Balance | $ 1 | |
Aggregate Intrinsic Value, Outstanding, Ending Balance | 1 | $ 1 |
Aggregate Intrinsic Value, Exercisable, Ending Balance | $ 1 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Changes in Number of Outstanding RSUs and PSUs (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Performance-Based Restricted Stock Units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Outstanding, Beginning Balance | 552,329 | |
Granted | 542,223 | |
Forfeited | (102,293) | |
Change in units based on performance expectations | (133,902) | |
Outstanding, Ending Balance | 858,357 | 552,329 |
Expected to vest, Ending Balance | 820,826 | |
Weighted-Average Grant Date Fair Value Per Share, Outstanding, Beginning Balance | $ 19.12 | |
Weighted-Average Grant Date Fair Value Per Share, Granted | 20.77 | |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | 19.50 | |
Weighted-Average Grant Date Fair Value Per Share, Change in units based on performance expectations | 19.50 | |
Weighted-Average Grant Date Fair Value Per Share, Outstanding, Ending Balance | 20.06 | $ 19.12 |
Weighted-Average Grant Date Fair Value Per Share, Expected to vest, Ending Balance | $ 20.04 | |
Weighted-Average Remaining Contractual Term, Outstanding | 1 year 6 months | 2 years |
Weighted-Average Remaining Contractual Term, Expected to vest | 1 year 6 months | |
Time-based Restricted Stock Units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Outstanding, Beginning Balance | 761,126 | |
Granted | 509,748 | |
Vested | (466,235) | |
Forfeited | (77,006) | |
Outstanding, Ending Balance | 727,633 | 761,126 |
Expected to vest, Ending Balance | 709,741 | |
Weighted-Average Grant Date Fair Value Per Share, Outstanding, Beginning Balance | $ 13.23 | |
Weighted-Average Grant Date Fair Value Per Share, Granted | 19.41 | |
Weighted-Average Grant Date Fair Value Per Share, Vested | 12.48 | |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | 14.11 | |
Weighted-Average Grant Date Fair Value Per Share, Outstanding, Ending Balance | 17.95 | $ 13.23 |
Weighted-Average Grant Date Fair Value Per Share, Expected to vest, Ending Balance | $ 17.92 | |
Weighted-Average Remaining Contractual Term, Outstanding | 10 months 24 days | 1 year 2 months 12 days |
Weighted-Average Remaining Contractual Term, Expected to vest | 10 months 24 days |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Valuation Assumptions (Details) - Market-Based Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net income (loss) | $ 73 | $ 47 | $ (153) |
Less stock dividend attributable to Series B Preferred Stock | (44) | ||
Net income (loss) attributable to common shareholders | $ 23 | $ (137) | |
Weighted average shares outstanding - basic | 233,201,569 | 205,758,208 | 169,000,000 |
Income per common share - basic | $ 0.10 | $ (0.67) | $ (2.21) |
Diluted earnings per common share: | |||
Net income (loss) | $ 73 | $ 47 | $ (153) |
Less stock dividend attributable to Series B Preferred Stock | (44) | ||
Net income (loss) attributable to common shareholders - diluted | $ 26 | $ (137) | |
Weighted average shares outstanding - basic | 233,201,569 | 205,758,208 | 169,000,000 |
Dilutive securities: | |||
RSUs, warrants, and stock options | 359,178 | ||
Shares issuable upon conversion of Series B Preferred Shares | 32,520,000 | ||
Weighted average shares outstanding - diluted | 266,080,747 | 205,758,208 | 169,000,000 |
Income (loss) per common share - diluted | $ 0.10 | $ (0.67) | $ (2.21) |
Series A Preferred Stock [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Less income attributable to Preferred Stock | $ (3) | $ (184) | |
Diluted earnings per common share: | |||
Less income attributable to Preferred Stock | (3) | $ (184) | |
Series B Preferred Stock [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Less income attributable to Preferred Stock | (3) | ||
Diluted earnings per common share: | |||
Less income attributable to Preferred Stock | $ (3) |
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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
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 |
Dilutive securities includes common shares issuable pursuant to the annual preferred share dividend | 7,539,697 | |
Employee Stock Option [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive Securities Excluded from Calculation of Diluted Earnings Per Share | 162,500 | |
Restricted Stock Units RSUs [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive Securities Excluded from Calculation of Diluted Earnings Per Share | 761,126 | |
Performance Stock Units PSUs [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive Securities Excluded from Calculation of Diluted Earnings Per Share | 552,329 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2022 Country Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Number of Countries in which Entity Operates | Country | 20 |
Segment Information - Summary o
Segment Information - Summary of Reconciliation Operating Income to EBITDA (Detail) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenues | $ 6,558 | $ 3,940 | $ 3,587 | |
EBITDA Reconciliation | ||||
Operating income (loss) | 162 | 136 | (166) | |
Plus: | ||||
Investment income and other, net | 9 | 12 | 34 | |
Non-service pension benefit | 42 | |||
(Gain) loss on extinguishment of debt, net | 5 | (9) | ||
Depreciation | 77 | 75 | 81 | |
Amortization | 227 | 127 | 182 | |
EBITDA | 522 | 341 | 131 | |
Total assets | 8,091 | 5,159 | 4,065 | |
Capital expenditures | 79 | 55 | 38 | |
Safety Services [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenues | 4,575 | 2,080 | 1,639 | |
EBITDA Reconciliation | ||||
Operating income (loss) | 256 | 207 | 8 | |
Plus: | ||||
Investment income and other, net | 1 | 6 | 13 | |
Non-service pension benefit | 42 | |||
(Gain) loss on extinguishment of debt, net | ||||
Depreciation | 26 | 8 | 6 | |
Amortization | 167 | 66 | 113 | |
EBITDA | 492 | 287 | 140 | |
Total assets | 6,029 | 2,170 | 2,134 | |
Capital expenditures | 25 | 6 | 2 | |
Specialty Services [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenues | 2,030 | 1,907 | 1,960 | |
EBITDA Reconciliation | ||||
Operating income (loss) | 97 | 78 | (56) | |
Plus: | ||||
Investment income and other, net | 7 | 9 | 17 | |
(Gain) loss on extinguishment of debt, net | ||||
Depreciation | 46 | 61 | 71 | |
Amortization | 56 | 57 | 65 | |
EBITDA | 206 | 205 | 97 | |
Total assets | 1,281 | 1,299 | 1,270 | |
Capital expenditures | 49 | 48 | 34 | |
Corporate and Eliminations [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenues | $ (47) | (47) | (47) | (12) |
EBITDA Reconciliation | ||||
Operating income (loss) | (191) | (149) | (118) | |
Plus: | ||||
Investment income and other, net | 1 | (3) | 4 | |
(Gain) loss on extinguishment of debt, net | 5 | (9) | ||
Depreciation | 5 | 6 | 4 | |
Amortization | 4 | 4 | 4 | |
EBITDA | (176) | (151) | (106) | |
Total assets | 781 | 1,690 | 661 | |
Capital expenditures | $ 5 | $ 1 | $ 2 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Jan. 06, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | |||||
Aggregate amount repaid | $ 34 | $ 321 | $ 21 | ||
Subsequent Event [Member] | Safety Services [Member] | Non-binding agreement to sell property [Member] | |||||
Subsequent Event [Line Items] | |||||
Purchase price | $ 19 | ||||
Subsequent Event [Member] | 2021 Term Loan [Member] | |||||
Subsequent Event [Line Items] | |||||
Aggregate amount repaid | $ 100 | ||||
Remaining principal amount | 985 | ||||
Subsequent Event [Member] | 2019 Term Loan [Member] | |||||
Subsequent Event [Line Items] | |||||
Aggregate amount repaid | 200 | ||||
Remaining principal amount | $ 1,027 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Detail) - Allowance for doubtful accounts [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Balance at beginning of period | $ 3 | $ 4 |
Credit loss expense | 4 | 1 |
Write-offs | (4) | (2) |
Balance at end of period | $ 3 | $ 3 |