APi Group APG
APi Group reports $2.55B revenue for Q3 2026
- Form
- 10-Q
- Filed
- Importance
- Notable
- Accession
- 0001628280-26-068186
- Revenue: $2.55 billion for the three months ended Sep 30, 2026
- Net income: $114 million for the three months ended Sep 30, 2026
- Diluted EPS: $0.24 for the three months ended Sep 30, 2026
- Cash and equivalents: $373 million at Sep 30, 2026
Written from the 10-Q on EDGAR. AI can make mistakes. Check the filing.
What changed
11 changes since the June 2026 10-Q
Compared with the 10-Q 0001628280-26-051007, filed Jul 30, 2026.
Cash down 56% from Jun 30
$373M, was $851M.
From the filings
Before
$851MNow
$373MEPS up 20% from Jun 30
$0.24, was $0.20.
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Before
$0.20Now
$0.24Net income up 15% from Jun 30
$114M, was $99M.
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Before
$99MNow
$114MWhere reasonably available, we quantify the material factors contributing to fluctuations in our results of…
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Where reasonably available, we quantify the material factors contributing to fluctuations in our results of operations. We do not separately quantify certain individual factors within the "Results of Operations" section below as these factors are highly interrelated and cannot be quantified without unreasonable effort.To drive execution of our strategies, we empower our business leaders to evaluate opportunities based on…
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To drive execution of our strategies, we empower our business leaders to evaluate opportunities based on expected margin, execution risk, and resource fit, and to determine which work the businesses do or do not perform. As a result, the effect of disciplined project and customer selection cannot be isolated from the pricing and mix of the work performed without use of subjective assumptions and therefore does not readily translate into a precise financial impact that can be reliably measured and quantified. For the same reason, we cannot reliably separate growth between inspection, service, and monitoring revenues and project revenues. Instead, we have provided qualitative disclosures regarding these factors.(a) Adjustment to reflect the elimination of the expense attributable to one-time deferred consideration to…
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(a) Adjustment to reflect the elimination of the expense attributable to one-time deferred consideration to prior owners of acquired businesses.(c) Adjustment to reflect the elimination of non-recurring costs associated with an end-to-end business…
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(c) Adjustment to reflect the elimination of non-recurring costs associated with an end-to-end business systems implementation and primarily consist of third-party consulting fees related to system design, deployment, integration, and change leadership across the organization.(d) Adjustment to reflect the elimination of expenses associated with the integration and reorganization of…
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(d) Adjustment to reflect the elimination of expenses associated with the integration and reorganization of newly acquired businesses and non-operational costs related to technology and business enhancements, including systems and process development costs.(e) Adjustment to reflect the elimination of transaction costs, integration costs, and gains and losses…
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(e) Adjustment to reflect the elimination of transaction costs, integration costs, and gains and losses related to potential and completed acquisitions and divestitures.(f) Adjustment to reflect the elimination of expenses associated with restructuring programs and related…
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(f) Adjustment to reflect the elimination of expenses associated with restructuring programs and related costs.(g) Adjustment includes miscellaneous non-recurring items, such as costs associated with debt refinancing…
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(g) Adjustment includes miscellaneous non-recurring items, such as costs associated with debt refinancing and other capital market activities, and net gains related to building sales and facility exits.
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Section by section. Added words and removed words against the earlier filing.
Cover page 2 changes
3 unchanged paragraphs
For the quarterly period ended June September 30, 2026
18 unchanged paragraphs
Indicate the number of shares outstanding of each of the registrant s classes of common stock, as of the latest practicable date: 432,160,297 425,258,453 shares of common stock as of July 23, October 22, 2026.
1 unchanged paragraph
Financial statements 132 changes
3 unchanged paragraphs
Contract assets 630 484
Cash and cash equivalents $ 851 373 $ 912
Accounts receivable, net of allowances of $ 9 10 and $ 14 at June September 30, 2026 and December 31, 2025, respectively
Contract assets 736 484
Prepaid expenses and other current assets 171 205 125
Total current assets 3,530 3,403 3,229
Property and equipment, net 429 451 397
Operating lease right-of-use assets 303 297 301
Goodwill 3,643 3,897 3,167
Intangible assets, net 1,736 1,935 1,584
Deferred tax assets 20 16 40
1 unchanged paragraph
Total assets $ 9,947 $ 8,936
Total assets $ 10,281 $ 8,936
2 unchanged paragraphs
Accounts payable 554 526
Contract liabilities 815 694
Short-term and current portion of long-term debt $ 306 361 $ 5
Accounts payable 635 526
Contingent consideration and compensation liabilities 51 84 60
Accrued salaries and wages 372 407 444
Contract liabilities 902 694
Operating and finance leases 100 101 98
Other accrued liabilities 343 384 323
Total current liabilities 2,541 2,874 2,150
Long-term debt, less current portion 3,217 3,213 2,754
1 unchanged paragraph
Contingent consideration and compensation liabilities 12 2 8
Operating and finance leases 219 218 215
Deferred tax liabilities 248 296 205
Other noncurrent liabilities 146 142 146
Total liabilities 6,431 6,793 5,528
2 unchanged paragraphs
Retained earnings 673 517
Series A Preferred Stock, $ 0.0001 par value; 7,000,000 authorized shares; 4,000,000 shares issued and outstanding at June September 30, 2026 and December 31, 2025
Common stock, $ 0.0001 par value; 1,000,000,000 authorized shares at June September 30, 2026 and December 31, 2025; 431,694,335 427,423,170 shares and 415,915,273 shares issued at June September 30, 2026 and December 31, 2025, respectively (excluding 15,212,810 shares declared for stock dividend at December 31, 2025)
Additional paid-in capital 3,255 3,097 3,296
Retained earnings 787 517
Accumulated other comprehensive loss ( 412 396 ) ( 405 )
Total shareholders equity 3,516 3,488 3,408
Total liabilities and shareholders equity $ 9,947 10,281 $ 8,936
4 unchanged paragraphs
Three Months Ended June 30, Six Months Ended June 30,
Net revenues $ 2,254 $ 1,990 $ 4,236 $ 3,709
Cost of revenues 1,551 1,375 2,913 2,552
Gross profit 703 615 1,323 1,157
Selling, general, and administrative expenses 528 472 1,045 930
Operating income 175 143 278 227
Interest expense, net 36 37 66 75
Other expense, net 37 35 69 73
Income before income taxes 138 108 209 154
Income tax provision 39 31 53 42
Net income 99 77 156 112
Three Months Ended September 30, Nine Months Ended September 30,
Net revenues $ 2,554 $ 2,085 $ 6,790 $ 5,794
Cost of revenues 1,784 1,433 4,697 3,985
Gross profit 770 652 2,093 1,809
Selling, general, and administrative expenses 568 489 1,613 1,419
Operating income 202 163 480 390
Interest expense, net 45 34 111 109
Investment expense (income) and other, net 2 ( 1 ) 2 5 ( 3 ( 2 )
Other expense, net 47 33 116 106
Income before income taxes 155 130 364 284
Income tax provision 41 37 94 79
Net income 114 93 270 205
1 unchanged paragraph
Income allocable to Series A Preferred Stock ( 10 12 ) ( 8 9 ) ( 16 28 ) ( 12 21 )
Net income attributable to common shareholders $ 89 102 $ 69 84 $ 140 242 $ 100 184
1 unchanged paragraph
Basic $ 0.21 $ 0.17 $ 0.32 $ 0.24
Basic $ 0.24 $ 0.20 $ 0.56 $ 0.44
Diluted 0.20 0.16 0.32 0.24 0.20 0.56 0.43
1 unchanged paragraph
Basic 433 415 432 416
Diluted 437 428 436 422
Basic 431 416 432 416
Diluted 432 429 435 425
3 unchanged paragraphs
Three Months Ended June 30, Six Months Ended June 30,
Net income $ 99 $ 77 $ 156 $ 112
Three Months Ended September 30, Nine Months Ended September 30,
Net income $ 114 $ 93 $ 270 $ 205
1 unchanged paragraph
Foreign currency translation adjustment ( 23 ) 128 ( 39 ) 187
Comprehensive income $ 84 $ 179 $ 149 $ 261
Fair value change - derivatives, net of tax benefit (expense) benefit of $( 1 5 ), $ 8 0 , $( 7 12 ), and $ 12 , respectively ( 3 ) ( 26 ) 21 ( 38 )
Pension plans, net of tax expense of $ 1 0 , $ 0 , $ 1 , and $ 0 , respectively
Foreign currency translation adjustment ( 1 ) ( 15 ) ( 40 ) 172
Comprehensive income $ 130 $ 83 $ 279 $ 344
20 unchanged paragraphs
Balance, June 30, 2026 4,000,000 $ 431,694,335 $ $ 3,255 $ 673 $ ( 412 ) $ 3,516 and Outstanding Common Stock Issued and Outstanding Additional
14 unchanged paragraphs
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and 52 more changes in the filing
Note 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES 2 changes
2 unchanged paragraphs
The accompanying interim unaudited condensed consolidated financial statements (the Interim Statements ) include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. These Interim Statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ( SEC ) and do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America ( GAAP ) for complete financial statements. The condensed consolidated balance sheets sheet as of December 31, 2025 were was derived from audited financial statements for the year then ended but do does not include all of the information and footnotes required by GAAP with respect to annual financial statements. In the opinion of management, the Interim Statements include all adjustments necessary for a fair presentation of the Company s consolidated financial position, results of operations, and cash flows for the dates and periods presented. It is recommended that these Interim Statements be read in conjunction with the Company s audited annual consolidated financial statements and accompanying footnotes thereto for the year ended December 31, 2025. Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period.
2 unchanged paragraphs
The Company holds investments in joint ventures, the majority of which are accounted for under the equity method of accounting as the Company does not exercise control over the joint ventures. The Company exercises control over one joint venture that is consolidated into the Company's financial statements and the results for that joint venture for the three and six nine months ended June September 30, 2026 and 2025 were immaterial. The Company s share of earnings from the non-consolidated joint ventures was $ 3 and $ 5 2 during the three months ended June September 30, 2026 and 2025, respectively, and $ 5 7 and $ 8 10 during the six nine months ended June September 30, 2026 and 2025, respectively. The earnings are recorded within investment expense (income) and other, net in the condensed consolidated statements of operations. The investment balances were $ 7 and $ 6 as of June September 30, 2026 and December 31, 2025, respectively, and are recorded within other assets in the condensed consolidated balance sheets.
1 unchanged paragraph
Note 3: BUSINESS COMBINATIONS 29 changes
2 unchanged paragraphs
On June 8, 2026, the Company completed the acquisition of Onyx-Fire Protection Services, Inc. ("Onyx-Fire"), an inspection-first provider of fire and life safety services in Canada. The results of the Onyx-Fire business are reported within the Company's Safety Services segment from the date of acquisition. Consideration transferred of $ 522 532 for Onyx-Fire included cash paid at closing of $ 518 528 and cash deposited in escrow of $ 4 .
On July 1, 2026, the Company completed the acquisition of WTech Fire Group ("WTech"), a leading provider of fire sprinkler, suppression, and detection solutions across Europe. The total consideration transferred by the Company consisted of approximately $ 394 in cash paid at closing.
During the six nine months ended June September 30, 2026, the Company completed seven ten individually immaterial acquisitions for aggregate consideration transferred of $ 47 227 , made up of cash paid at closing of $ 37 191 and accrued consideration of $ 10 36 . The results of operations of these acquisitions are included in the Company's condensed consolidated statements of operations from the date of acquisition and were not material.
CertaSite Onyx-Fire WTech Other 2026 Acquisitions
Cash paid at closing $ 268 $ 518 528 $ 37 394 $ 191
1 unchanged paragraph
Accounts receivable 18 42 2
Accrued consideration 10 36
Total net consideration $ 271 $ 522 532 $ 47 394 $ 227
Cash and cash equivalents $ 3 $ 13 $ 1 18 $ 3
Accounts receivable 18 40 40 23
Inventories 6 13 7 2
Contract assets 3 14 15 12 13
Other current assets 1 9 3 2 2
1 unchanged paragraph
Intangible assets 98 181 10
Accounts payable ( 3 ) ( 13 ) ( 1 )
Property and equipment 7 17 18 11 3
Intangible assets 98 234 160 83
Goodwill 155 286 222 118
Accounts payable ( 3 ) ( 16 ) ( 21 ) ( 9 )
Other accrued liabilities ( 3 ) ( 7 8 ) ( 12 ) ( 3 )
Contract liabilities ( 8 ) ( 3 )
1 unchanged paragraph
Other noncurrent liabilities ( 11 ) ( 73 66 ) ( 2 37 ) ( 5 )
Net assets acquired $ 271 $ 522 532 $ 47 394 $ 227
The Company has not finalized its accounting for any of the acquisitions completed during 2026 and will make appropriate adjustments to the purchase price allocation prior to completion of the measurement periods, as required. Based on preliminary estimates, the total amount of goodwill from acquisitions expected to be deductible for tax purposes is $ 143 180 . See Note 6 Goodwill and Intangibles for the provisional goodwill assigned to each segment.
15 unchanged paragraphs
The Company has not finalized its accounting for seven two of the acquisitions completed during 2025 and will make appropriate adjustments to the purchase price allocation prior to completion of the measurement periods, as required. Based on preliminary estimates, the total amount of goodwill from acquisitions expected to be deductible for tax purposes is $ 118 .
For the three months ended June September 30, 2026, net revenues and operating income loss from the Company's material acquisitions that closed over the previous twelve months were $ 36 70 and $ 1 6 , respectively. For the six nine months ended June September 30, 2026, net revenues and operating income loss from the Company's material acquisitions that closed over the previous twelve months were $ 51 183 and $ 1 3 , respectively.
1 unchanged paragraph
The Company s acquisition purchase agreements typically include deferred payment provisions, often to sellers who become employees of the Company or its subsidiaries. The provisions are made up of three general types of arrangements, contingent compensation, contingent consideration (both of which are contingent on the future performance of the acquired entity), and deferred payments. related to indemnities. Contingent compensation arrangements are typically contingent on the former owner s future employment with the Company and the related amounts are recognized over the required employment period, which is typically one to four years . Contingent consideration arrangements are not contingent on employment and are included as part of purchase consideration at the time of the initial acquisition and are paid over a period of one to four years . The liability for deferred payments is recognized at the date of acquisition based on the Company s best estimate and is typically payable over a period of one to three years . Deferred payments are not contingent on any future performance or employment obligations and can be offset for working capital true-ups and representations and warranty items.
The total contingent compensation arrangement liability was $ 0 1 and $ 7 as of June September 30, 2026 and December 31, 2025, respectively. The maximum payout of these arrangements upon completion of the future performance periods was $ 28 and $ 15 , inclusive of the $ 0 1 and $ 7 , accrued as of June September 30, 2026 and December 31, 2025, respectively. The contingent compensation liability is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented. The Company primarily determines the contingent compensation liability based on forecasted cumulative earnings compared to the cumulative earnings target set forth in the arrangement. Compensation expense associated with these arrangements is recognized ratably over the required employment period.
1 unchanged paragraph
The total liability for deferred payments was $ 45 59 and $ 39 as of June September 30, 2026 and December 31, 2025, respectively, and is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented.
Note 4: RESTRUCTURING 6 changes
1 unchanged paragraph
Six Months Ended June 30,
The following table summarizes the Company's restructuring liabilities for the six nine months ended June September 30, 2026 and 2025:
Nine Months Ended September 30,
1 unchanged paragraph
Payments ( 6 ) ( 4 )
Payments ( 8 ) ( 7 )
1 unchanged paragraph
Balance at end of period $ 7 5 $ 16 13
Note 5: NET REVENUES 67 changes
1 unchanged paragraph
The Company derives net revenues primarily from contracts with a duration of less than one week terms typically ranging from days to five years (with the majority of contracts having short durations), which are subject to multiple pricing options, including fixed price, unit price, time and material, or cost plus a markup. Net revenues are primarily recognized by the Company over time utilizing the cost-to-cost measure of progress. Net revenues recognized at a point in time primarily relate to distribution contracts and short-term time and material contracts. The Company also enters into fixed-price service contracts related to monitoring, maintenance, and inspection of safety systems.
The Company disaggregates its net revenues primarily by segment, service type, and country from which revenues are invoiced, as the nature, timing, and uncertainty of cash flows are relatively consistent within each of these categories. The following tables provide disclosure of disaggregated net revenues by segment for the three and six nine months ended June September 30, 2026 and 2025. Disaggregated net revenues information is as follows:
Three Months Ended June September 30, 2026
1 unchanged paragraph
Specialty Contracting 373 373
Life Safety $ 1,482 1,662 $ $ 1,482 1,662
Infrastructure and Utility 299 299 349 349
Fabrication and Distribution 101 101 123 123
Specialty Contracting 421 421
1 unchanged paragraph
Net revenues $ 1,482 $ 773 $ 2,254
Net revenues $ 1,662 $ 893 $ 2,554
Three Months Ended June September 30, 2025
1 unchanged paragraph
Specialty Contracting 274 274
Life Safety $ 1,362 1,403 $ $ 1,362 1,403
Infrastructure and Utility 256 256 291 291
Fabrication and Distribution 99 99 103 103
Specialty Contracting 289 289
1 unchanged paragraph
Net revenues $ 1,362 $ 629 $ 1,990
Six Months Ended June 30, 2026
Net revenues $ 1,403 $ 683 $ 2,085
Nine Months Ended September 30, 2026
1 unchanged paragraph
Life Safety $ 2,897 $ $ 2,897
Specialty Contracting 642 642
Net revenues $ 2,897 $ 1,342 $ 4,236
Six Months Ended June 30, 2025
Life Safety $ 4,559 $ $ 4,559
Infrastructure and Utility 517 517 866 866
Fabrication and Distribution 183 183 306 306
Specialty Contracting 1,063 1,063
Corporate and Eliminations ( 3 4 )
Net revenues $ 4,559 $ 2,235 $ 6,790
Nine Months Ended September 30, 2025
1 unchanged paragraph
Life Safety $ 2,629 $ $ 2,629
Specialty Contracting 472 472
Net revenues $ 2,629 $ 1,082 $ 3,709
Life Safety $ 4,032 $ $ 4,032
Infrastructure and Utility 441 441 732 732
Fabrication and Distribution 169 169 272 272
Specialty Contracting 761 761
Corporate and Eliminations ( 2 3 )
Net revenues $ 4,032 $ 1,765 $ 5,794
Three Months Ended June September 30, 2026
2 unchanged paragraphs
United States $ 773 $ 773 $ ( 1 ) $ 1,545
Net revenues $ 1,482 $ 773 $ ( 1 ) $ 2,254
United States $ 866 $ 893 $ ( 1 ) $ 1,758
Net revenues $ 1,662 $ 893 $ ( 1 ) $ 2,554
Three Months Ended June September 30, 2025
2 unchanged paragraphs
United States $ 674 $ 629 $ ( 1 ) $ 1,302
Net revenues $ 1,362 $ 629 $ ( 1 ) $ 1,990
Six Months Ended June 30, 2026
United States $ 715 $ 683 $ ( 1 ) $ 1,397
Net revenues $ 1,403 $ 683 $ ( 1 ) $ 2,085
Nine Months Ended September 30, 2026
2 unchanged paragraphs
United States $ 1,497 $ 1,342 $ ( 3 ) $ 2,836
Net revenues $ 2,897 $ 1,342 $ ( 3 ) $ 4,236
Six Months Ended June 30, 2025
United States $ 2,363 $ 2,235 $ ( 4 ) $ 4,594
Net revenues $ 4,559 $ 2,235 $ ( 4 ) $ 6,790
Nine Months Ended September 30, 2025
2 unchanged paragraphs
United States $ 1,301 $ 1,082 $ ( 2 ) $ 2,381
Net revenues $ 2,629 $ 1,082 $ ( 2 ) $ 3,709
United States $ 2,016 $ 1,765 $ ( 3 ) $ 3,778
Net revenues $ 4,032 $ 1,765 $ ( 3 ) $ 5,794
For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at June September 30, 2026 was $ 4,066 4,863 . The Company expects to recognize revenue on approximately 81 76 % of the remaining performance obligations over the next twelve months .
1 unchanged paragraph
Balance at June 30, 2026 $ 1,706 $ 630 $ 815
Contract assets and contract liabilities are classified as current in the condensed consolidated balance sheets as all amounts are expected to be relieved within one year. The balances of accounts receivable, net of allowances, contract assets, and contract liabilities from contracts with customers as of June September 30, 2026 and December 31, 2025 are as follows:
Balance at September 30, 2026 $ 1,907 $ 736 $ 902
1 unchanged paragraph
The Company did not recognize significant revenues associated with the final settlement of contract value for any projects completed in prior periods. In accordance with industry practice, accounts receivable includes retentions receivable, a portion of which may not be received within one year. At June September 30, 2026 and December 31, 2025, retentions receivable were $ 190 226 and $ 187 , respectively, while the portions that may not be received within one year were $ 45 61 and $ 48 , respectively.
Note 6: GOODWILL AND INTANGIBLES 21 changes
The following table provides disclosure of goodwill by segment as of June September 30, 2026 and December 31, 2025. The changes in the carrying amount of goodwill by reportable segment for the six nine months ended June September 30, 2026 are as follows:
1 unchanged paragraph
Acquisitions 518 518
Acquisitions 781 781
1 unchanged paragraph
Goodwill as of June 30, 2026 $ 3,401 $ 242 $ 3,643
Goodwill as of September 30, 2026 $ 3,656 $ 241 $ 3,897
(1) Other includes immaterial measurement period adjustments recorded during the six nine months ended June September 30, 2026 related to acquisitions for which the measurement period was open during the six nine months ended June September 30, 2026 (see Note 3 "Business Combinations").
The Company s identifiable intangible assets are comprised of the following as of June September 30, 2026 and December 31, 2025:
3 unchanged paragraphs
Contractual backlog 0.3 $ 169 $ ( 168 ) $ 1
Customer relationships 8.2 2,114 ( 963 ) 1,151
Trade names and trademarks 10.1 856 ( 272 ) 584
Total $ 3,139 $ ( 1,403 ) $ 1,736
Contractual backlog 0.9 $ 202 $ ( 173 ) $ 29
Customer relationships 8.0 2,277 ( 1,021 ) 1,256
Trade names and trademarks 9.1 941 ( 291 ) 650
Total $ 3,420 $ ( 1,485 ) $ 1,935
8 unchanged paragraphs
Three Months Ended June 30, Six Months Ended June 30,
Cost of revenues $ 1 $ 4 $ 1 $ 7
Three Months Ended September 30, Nine Months Ended September 30,
Cost of revenues $ 5 $ 4 $ 6 $ 11
Selling, general, and administrative expenses 67 55 130 112 78 56 208 168
Total intangible asset amortization expense $ 68 83 $ 59 60 $ 131 214 $ 119 179
Note 7: FAIR VALUE OF FINANCIAL INSTRUMENTS 12 changes
6 unchanged paragraphs
The following tables summarize the fair values and levels within the fair value hierarchy in which the measurements fall for assets and liabilities measured on a recurring basis as of June September 30, 2026 and December 31, 2025:
Fair Value Measurements at June September 30, 2026
2 unchanged paragraphs
Interest rate swaps $ $ 16 30 $ $ 16 30
Cross-currency contracts 5 5 6 6
1 unchanged paragraph
Fair value hedges cross-currency contracts 17 17 18 18
Net investment hedges cross-currency contracts 26 26 27 27
1 unchanged paragraph
Foreign currency forward contracts 4 4 1 1
28 unchanged paragraphs
Balance as of June September 30, 2026 $ 17
Number of open contingent consideration arrangements at the end of the period 11 12
1 unchanged paragraph
At June September 30, 2026, the remaining open contingent consideration arrangements are set to expire at various dates through 2028. Level 3 unobservable inputs were used to calculate the fair value adjustments shown in the table above. The fair value adjustments and the related unobservable inputs were not considered significant for the three and six nine months ended June September 30, 2026.
2 unchanged paragraphs
June September 30, 2026 December 31, 2025
1 unchanged paragraph
2021 Term Loan $ 2,152 2,147 $ 2,149 2,150 $ 2,157 $ 2,162
3 unchanged paragraphs
Note 8: DERIVATIVES 47 changes
2 unchanged paragraphs
Certain of the Company s derivative transactions are subject to master netting arrangements that allow the Company to net settle contracts with the same counterparties. These arrangements do not call for collateral and no cash collateral had been received or pledged related to the underlying derivatives as of June September 30, 2026.
1 unchanged paragraph
June September 30, 2026 December 31, 2025
5 unchanged paragraphs
Interest rate swaps $ 1,840 $ 16 30 $ $ 1,840 $ 1 $
Cross-currency contracts 120 5 6 120 3
1 unchanged paragraph
Cross-currency contracts 689 17 1,312 18 689 2
1 unchanged paragraph
Cross-currency contracts 931 26 27 931 10
Total derivatives designated as hedging instruments 3,580 64 4,203 81 3,580 16
1 unchanged paragraph
Foreign currency forward contracts 325 4 274 1 ( 1 ) 312 1 ( 5 )
Total derivatives $ 3,905 4,477 $ 68 82 $ ( 1 ) $ 3,892 $ 17 $ ( 5 )
3 unchanged paragraphs
recognized in the condensed consolidated statements of operations Three Months Ended June September 30,
1 unchanged paragraph
Interest rate swaps Interest expense, net $ $ ( 1 2 ) $ 7
Cross-currency contracts Investment expense (income) and other, net ( 1 ) 9
Cross-currency contracts Interest expense, net ( 1 ) 2
2 unchanged paragraphs
Cross-currency contracts Investment expense (income) and other, net ( 6 4 ) 44 ( 10 )
Cross-currency contracts Interest expense, net ( 2 1 )
1 unchanged paragraph
Cross-currency contracts Investment expense (income) and other, net ( 5 )
Cross-currency contracts Interest expense, net ( 2 ) 3 ) ( 4 )
4 unchanged paragraphs
recognized in the condensed consolidated statements of operations Six Nine Months Ended June September 30,
1 unchanged paragraph
Interest rate swaps Interest expense, net $ ( 1 ) $ 5 ( 7 )
Cross-currency contracts Investment expense (income) and other, net ( 3 4 ) 14
3 unchanged paragraphs
Cross-currency contracts Investment expense (income) and other, net ( 16 20 ) 61 51
Cross-currency contracts Interest expense, net ( 1 ) 2 ) 1 )
1 unchanged paragraph
Cross-currency contracts Investment expense (income) and other, net ( 5 )
Cross-currency contracts Interest expense, net ( 9 ) ( 6 ) 2
2 unchanged paragraphs
The expense (income) from derivatives designed to offset foreign currency remeasurement gains and losses, recorded in investment expense (income) and other, net were was offset by foreign currency transaction gains and losses resulting in a net loss (gain) of $ 0 1 and $ 1 ) 2 for the three months ended June September 30, 2026 and 2025, respectively, and $ 1 2 and $ 1 ) for the six nine months ended June September 30, 2026 and 2025, respectively.
The following tables present the effect of cash flow and fair value hedge accounting on accumulated other comprehensive income (loss) ("AOCI"), net of tax:
3 unchanged paragraphs
Three Months Ended June September 30, Three Months Ended June September 30,
2 unchanged paragraphs
Interest rate swaps $ 6 11 $ ( 7 ) Interest expense, net $ $
Cross-currency contracts ( 2 ) Investment expense (income) and other, net 1 ( 9 3 )
Forward Foreign currency forward contracts Investment expense (income) and other, net
1 unchanged paragraph
Cross-currency contracts ( 2 3 ) 1 Investment expense (income) and other, net 5 ( 47 16 ) 12
2 unchanged paragraphs
Cross-currency contracts 5 5 Interest expense, net 3
Amount of gain (loss)
Cross-currency contracts ( 5 ) ( 20 ) Interest expense, net ( 3 ) 1 recognized in other comprehensive income Location of (gain) loss reclassified from
1 unchanged paragraph
June 30, Six Months Ended
September 30, Nine Months Ended
2 unchanged paragraphs
Interest rate swaps $ 11 22 $ ( 18 ) Interest expense, net $ $
Cross-currency contracts ( 1 ) 2 Investment expense (income) and other, net 3 ( 14 )
Forward Foreign currency forward contracts Investment expense (income) and other, net
1 unchanged paragraph
Cross-currency contracts ( 3 ) 1 Investment expense (income) and other, net 16 ( 60 48 )
2 unchanged paragraphs
Cross-currency contracts 11 16 ( 23 18 ) Interest expense, net 3
2 unchanged paragraphs
2028 Interest Rate Swap exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.41 % over the term of the agreements, which mature in January 2028.
The Company has an aggregate $ 720 notional amount interest rate swap ("2026 Interest Rate Swap") and aggregate $ 400 notional swaps ("2028 Interest Rate Swap"). The 2026 Interest Rate Swap exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.59 % over the term of the agreement, which matures in October 2026. The 2028 Interest Rate Swap exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.41 % over the term of the agreements, which mature in January 2028.
During 2024, the Company entered into a $ 720 notional amount forward starting interest rate swap that exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.13 % over the term of the agreement, commencing in October 2026 and maturing in January 2029 ("2029 Interest Rate Swap"). Upon commencement, the 2029 Interest Rate Swap will cover the remainder of the interest payments starting in October 2026 to the maturity of the 2021 Term Loan. through January 2029.
As of June September 30, 2026, the Company had $ 1,840 notional amount outstanding in the 2026 Interest Rate Swap, the 2028 Interest Rate Swap, and the 2029 Interest Rate Swap. The Company has designated these swaps as cash flow hedges of the interest rate risk attributable to forecasted variable interest (SOFR) payments for its SOFR based term loan of $ 2,152 2,147 . As of June September 30, 2026, the weighted average fixed rate of interest on these swaps was approximately 3.52 %. Variations in the assets asset and liability balances related to the swaps are primarily driven by changes in the applicable forward yield curves related to SOFR.
2 unchanged paragraphs
During 2021, the Company entered into two cross-currency swaps designated as cash flow hedges with gross notional U.S. dollar ("USD") equivalent amounts of $ 26 and $ 94 with maturity dates of in September 2027 and 2030, respectively.
2 unchanged paragraphs
The Company uses cross-currency swaps designated as fair value hedges to manage exposure from intercompany loans subject to foreign exchange risks. During 2024, an Australian dollars ("AUD") swap with a notional amount of $ 16 and a maturity date in June 2029 was added to the existing British pounds ("GBP"), Canadian dollars ("CAD"), and Euros ("EUR") swaps, which had a total notional amount of $ 721 and a maturity date dates in January 2027. During 2025, the Company partially terminated its CAD swap, resulting in the reclassification of $ 2 of losses from AOCI to interest expense, net in its consolidated statements of operations. Following the partial termination of the CAD swap, the remaining Company had $ 689 of notional amount outstanding. as of June 30, 2026 was $ 689 . Subsequent to June 30, During 2026, the Company rolled an existing foreign currency forward into an incremental a $ 231 CAD to USD cross-currency swap maturing in January 2032 and entered into USD to GBP cross-currency swaps with a total notional amount of $ 231 and a maturity date 460 maturing in January 2032. June 2027. As of September 30, 2026, the total notional amount outstanding was $ 1,312 .
6 unchanged paragraphs
Note 9: PROPERTY AND EQUIPMENT, NET 6 changes
The components of property and equipment, net as of June September 30, 2026 and December 31, 2025 are as follows:
(In Years) September 30,
3 unchanged paragraphs
Accumulated depreciation ( 358 ) ( 341 )
Accumulated depreciation ( 375 ) ( 341 )
Property and equipment, net $ 429 451 $ 397
Depreciation expense related to property and equipment, including finance leases, was $ 21 and $ 22 during the three months ended June September 30, 2026 and 2025, respectively, and $ 42 63 during the six nine months ended June September 30, 2026 and 2025. Depreciation expense is included within cost of revenues and selling, general, and administrative expenses in the condensed consolidated statements of operations.
Note 10: DEBT 20 changes
1 unchanged paragraph
Maturity Date June 30,
Maturity Date September 30,
2021 Term Loan May 14, 2033 $ 2,152 2,147 $ 2,157
Revolving Credit Facility May 14, 2031 280 335
6 unchanged paragraphs
Total debt obligations 3,551 3,601 2,776
Less: unamortized deferred financing costs ( 28 27 ) ( 17 )
Total debt, net of deferred financing costs 3,523 3,574 2,759
Less: short-term and current portion of long-term debt ( 306 361 ) ( 5 )
Long-term debt, less current portion $ 3,217 3,213 $ 2,754
As of June September 30, 2026, the Company had $ 2,152 2,147 of principal outstanding under the incremental term loan (the "2021 Term Loan") with a maturity date of May 14, 2033. During the six nine months ended June September 30, 2026, the Company made payments of $ 5 10 on the term loan. The interest rate applicable to the 2021 Term Loan is, at the Company's option, either (1) a base rate plus an applicable margin equal to 0.75 % or (2) Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.75 %.
1 unchanged paragraph
As of June September 30, 2026 and December 31, 2025, the Company had $ 280 335 and $ 0 outstanding under the Revolving Credit Facility, and $ 714 659 and $ 745 was available at June September 30, 2026 and December 31, 2025, respectively, after giving effect to $ 6 and $ 5 of outstanding letters of credit, respectively. Subsequent to September 30, 2026, the Company borrowed an additional $ 100 under the Revolving Credit Facility for general corporate purposes. As of October 29, 2026, the Company had $ 435 outstanding under the Revolving Credit Facility and $ 559 was available.
1 unchanged paragraph
During 2024, the Company completed its Sixth Amendment to its credit agreement, refinancing the 2021 Term Loan by increasing its principal amount by approximately $ 550 , lowering the interest margin by 50 basis points, and removing the CSA. The Company also completed its Fifth Amendment to its credit agreement, upsizing its 2021 Term Loan by a principal amount equal to $ 300 .
During 2025, the Company completed its Eighth Amendment to its credit agreement, which increased the Revolving Credit Facility from $ 500 to $ 750 , extended the facility's maturity to five years from the date of the Eighth Amendment, reduced the applicable margin by 75 basis points, and eliminated the credit spread adjustment ("CSA") applicable to the Revolving Credit Facility. The Company also completed its Seventh Amendment to its credit agreement, repricing the 2021 Term Loan. The repricing reduced the applicable margin on the 2021 Term Loan by 25 basis points.
As of June September 30, 2026 and December 31, 2025, the Company was in compliance with all applicable debt covenants.
As of June September 30, 2026, the Company had the 2026 Interest Rate Swap with $ 720 of notional value, exchanging one-month SOFR for a fixed rate of 3.59 % per annum and the 2028 Interest Rate Swap with aggregate $ 400 notional value, exchanging one-month SOFR for a rate of 3.41 %. Accordingly, the Company's fixed interest rate per annum on the swapped $ 720 notional value of the term loans is 5.34 % and the swapped $ 400 notional value of the term loans is 5.16 % through the maturity of the swaps. The remaining $ 1,032 1,027 of the term loan balance will bear interest based on one-month SOFR plus 175 basis points, and the rate will fluctuate as SOFR fluctuates. During 2024, the Company entered into a $ 720 notional amount forward starting interest rate swap commencing in October 2026 and maturing in January 2029 that exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.13 % over the term of the agreement. Refer to Note 8 "Derivatives" for additional information.
1 unchanged paragraph
During 2021, the Company completed a private offering of $ 350 aggregate principal amount of 4.125 % Senior Notes due 2029 (the 4.125 % Senior Notes ) issued under an indenture dated June 22, 2021. The 4.125 % Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company s subsidiaries. The balance as of June September 30, 2026 was $ 337 .
1 unchanged paragraph
During 2021, the Company completed a private offering of $ 300 aggregate principal amount of 4.750 % Senior Notes due 2029 (the " 4.750 % Senior Notes") issued under an indenture dated October 21, 2021, as supplemented by a supplemental indenture dated January 3, 2022. The 4.750 % Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company's subsidiaries. The balance as of June September 30, 2026 was $ 277 .
1 unchanged paragraph
During the second quarter of 2026, the Company completed a private offering of $ 500 aggregate principal amount of 5.750 % Senior Notes due 2034 (the " 5.750 % Senior Notes") issued under an indenture dated May 14, 2026. The Company used the net proceeds from the offering for general corporate purposes, including funding previously announced acquisitions and related fees and expenses. The 5.750 % Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company's subsidiaries. The balance as of June September 30, 2026 was $ 500 .
The Company was in compliance with all covenants contained in the indentures for the 4.125 % Senior Notes and 4.750 % Senior Notes as of June September 30, 2026 and December 31, 2025, and for the 5.750 % Senior Notes as of June September 30, 2026.
As of June September 30, 2026 and December 31, 2025, the Company had $ 5 in short-term loans outstanding for working capital purposes and the acquisition of equipment and vehicles.
Note 11: INCOME TAXES 6 changes
The Company s quarterly income tax provision is measured using an estimate of its consolidated annual effective tax rate, adjusted in the current period for discrete income tax items, within the periods presented. The Company s effective tax rate was 28.0 26.5 % and 28.7 28.2 % for the three months ended June September 30, 2026 and 2025, respectively, and 25.2 25.7 % and 27.1 27.6 % for the six nine months ended June September 30, 2026 and 2025, respectively. The decrease in the effective tax rate between the periods was primarily due to the increase in windfall tax benefit for vested shares in the current year. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0 % for the three and six nine months ended June September 30, 2026 and 2025 is due to the windfall tax benefit for vested shares partially offset by nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, and state taxes, partially offset by the windfall tax benefit for vested shares.
As of June September 30, 2026, the Company s deferred tax assets included a valuation allowance of $ 105 primarily related to certain net operating loss, capital loss, and tax credit carryforwards of the Company s foreign subsidiaries. The factors used to assess the likelihood of realization were the past performance of the related entities, forecasts of future taxable income, future reversal of existing taxable temporary differences, and available tax planning strategies that could be implemented to realize the deferred tax assets. The ability or failure to achieve the forecasted taxable income in these entities could affect the ultimate realization of deferred tax assets.
As of June September 30, 2026, the Company had gross federal, state, and foreign net operating loss carryforwards of approximately $ 1 , $ 20 , and $ 67 69 , respectively, foreign capital loss carryforwards of $ 217 , and foreign credit carryforwards of $ 39 . The federal net operating losses can be carried forward indefinitely. The state net operating losses have carryforward periods of five to twenty years and begin to expire in 2029. The foreign attributes generally have carryforward periods of twenty years , which begin to expire in 2026, or can be carried forward indefinitely, subject to utilization rules.
The Company s liability for unrecognized tax benefits is recorded within other noncurrent liabilities in the condensed consolidated balance sheets and recognizes interest and penalties accrued related to unrecognized tax benefits in the income tax provision in the condensed consolidated statements of operations. As of June September 30, 2026 and December 31, 2025, the total gross unrecognized tax benefits were $ 9 . The Company accrued gross interest and penalties as of June September 30, 2026 and December 31, 2025 of $ 5 and $ 4 . During the three and six nine months ended June September 30, 2026 and 2025, the Company recognized net interest expense of less than $ 1 for all periods.
If all of the Company s unrecognized tax benefits as of June September 30, 2026 were recognized, $ 12 would impact the Company s effective tax rate.
The Company files income tax returns in the U.S. federal jurisdiction, and various state, local, and foreign jurisdictions. As of June September 30, 2026, with few exceptions, neither the Company nor its subsidiaries are subject to examination prior to tax year 2015. There are various other audits in state and foreign jurisdictions.
1 unchanged paragraph
Note 12: EMPLOYEE BENEFIT PLANS 13 changes
3 unchanged paragraphs
Three Months Ended June September 30,
2 unchanged paragraphs
Six Months Ended June 30,
Service cost $ 2 $ 2
Amortization of actuarial losses 5 6 5
Net periodic pension cost $ 6 7 $ 6
Nine Months Ended September 30,
Service cost $ 3 $ 3
Expected return on plan assets ( 33 49 ) ( 34 51 )
Amortization of actuarial losses 11 11 17 16
Net periodic pension cost $ 12 19 $ 11 17
1 unchanged paragraph
Certain subsidiaries of the Company contribute amounts to multiemployer pension plans and other multiemployer benefit plans and trusts, which are recorded as a component of employee wages and salaries within cost of revenues on the condensed consolidated statements of operations. Contributions are generally based on fixed amounts per hour per employee for employees covered under these plans. Multiemployer plan contribution rates are determined annually and assessed on a pay-as-you-go basis based on union employee payrolls. Union payrolls cannot be determined for future periods because the number of union employees employed at a given time and the plans in which they participate vary depending upon the location, the number of ongoing projects, and the need for union resources in connection with those projects. Total consolidated contributions to multiemployer plans were $ 29 32 and $ 26 during the three months ended June September 30, 2026 and 2025, respectively, and $ 54 86 and $ 47 73 during the six nine months ended June September 30, 2026 and 2025, respectively.
1 unchanged paragraph
The Company has a trustee-administered profit-sharing profit sharing retirement plan covering substantially all of the Company's employees in the U.S. not covered by collective bargaining agreements and a profit sharing plan for employees in Canada (collectively, Profit Sharing Plans ). The Profit Sharing Plans provide for annual discretionary contributions in amounts based on a performance grid as determined by the Company s directors, which may be settled in shares of the Company's common stock or in cash. In connection with these plans, the Company recognized $ 4 7 and $ 5 9 in expense for shares distributed to eligible employees during the three months ended June September 30, 2026 and 2025, respectively, and $ 15 22 and $ 14 23 in expense during the six nine months ended June September 30, 2026 and 2025, respectively.
1 unchanged paragraph
Most of the Company s employees in the U.S. and Canada, including named executive officers, are eligible to participate in the Company s Employee Stock Purchase Plan (the ESPP ). Sales of shares of the Company s common stock under the ESPP are generally made pursuant to offerings that are intended to satisfy the requirements of Section 423 of the Internal Revenue Code. The ESPP permits employees of the Company to purchase common stock at a price equal to 85 % of the lesser of (i) the market value of the common stock on the first day of the offering period, or (ii) the market value of the common stock on the purchase date, whichever is lower. Participants are subject to eligibility requirements and may not purchase more than 500 shares in any offering period or more than ten thousand dollars of common stock in a year under the ESPP. The Company recognized $ 3 and $ 2 of expense during the three months ended June September 30, 2026 and 2025, respectively, and $ 5 7 and $ 4 6 of expense during the six nine months ended June September 30, 2026 and 2025, respectively.
Note 13: RELATED-PARTY TRANSACTIONS 1 change
The Company incurred advisory fees of $ 1 during both the three months ended June September 30, 2026 and 2025, and $ 2 3 during both the six nine months ended June September 30, 2026 and 2025, in each case payable to Mariposa Capital, LLC, an entity owned by a co-chair of the Company s Board of Directors. In addition, dividends for Series A Preferred Stock declared as of December 31, 2025 and December 31, 2024 were settled in 15,212,810 shares and 3,815,493 shares, respectively, issued during January 2026 and January 2025, respectively. The shares were issued to Mariposa Acquisition IV, LLC, a related entity that is controlled by a co-chair of the Company's Board of Directors.
1 unchanged paragraph
Note 14: COMMITMENTS AND CONTINGENCIES 1 change
3 unchanged paragraphs
The outstanding liability for these obligations of $ 12 11 and $ 13 was included in other noncurrent liabilities as of June September 30, 2026 and December 31, 2025, respectively.
Note 15: SHAREHOLDERS EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK 2 changes
2 unchanged paragraphs
The Company had 4,000,000 shares of Series A Preferred Stock issued and outstanding as of June September 30, 2026 ("Series A Preferred Stock"). As a result of the three-for-two stock split completed in the second quarter of 2025, the Series A Preferred Stock will be convertible into 6,000,000 shares of common stock upon conversion on the last day of 2026, pursuant to the Company s Certificate of Incorporation.
During the second quarter of 2025, the Company's Board of Directors authorized a share repurchase program ("2025 SRP") to purchase up to $ 1,000 in shares of the Company's common stock. The timing, amount, and manner of any repurchases under the new repurchase program will be determined at the discretion of the Company's leadership based on a number of factors, including the availability of capital, capital allocation alternatives, and market conditions for the common stock. The share repurchase program is open-ended and does not require the Company to acquire any specific number of shares. It may be modified, suspended, extended, or terminated by the Company at any time without prior notice and may be executed through open-market purchases, privately negotiated transactions or otherwise, and the Company may enter into Rule 10b5-1 trading plans in connection with such repurchases. This new authorization replaces the Company's previous share repurchase authorization announced in 2024 ("2024 SRP"). In 2025, prior to the new authorization, the Company repurchased 3,095,573 shares of common stock for approximately $ 75 under the 2024 SRP. During the six nine months ended June September 30, 2026, the Company repurchased 1,586,704 6,338,563 shares of common stock for approximately $ 66 under the 2025 SRP. 250 . As of June September 30, 2026, the Company had $ 934 750 of authorized repurchases remaining under the 2025 SRP.
2 unchanged paragraphs
Note 16: EARNINGS PER SHARE 21 changes
2 unchanged paragraphs
Three Months Ended June 30, Six Months Ended June 30,
Three Months Ended September 30, Nine Months Ended September 30,
1 unchanged paragraph
Net income $ 99 $ 77 $ 156 $ 112
Weighted average shares outstanding - basic 432,738,694 415,269,213 432,114,533 415,560,022
Net income $ 114 $ 93 $ 270 $ 205
Income allocable to Series A Preferred Stock ( 10 12 ) ( 8 9 ) ( 16 28 ) ( 12 21 )
Net income attributable to common shareholders $ 89 102 $ 69 84 $ 140 242 $ 100 184
Weighted average shares outstanding - basic 430,866,933 415,810,670 431,698,667 415,643,571
Income per common share - basic $ 0.21 0.24 $ 0.17 0.20 $ 0.32 0.56 $ 0.24 0.44
1 unchanged paragraph
Net income $ 99 $ 77 $ 156 $ 112
Weighted average shares outstanding - basic 432,738,694 415,269,213 432,114,533 415,560,022
Net income $ 114 $ 93 $ 270 $ 205
Income allocable to Series A Preferred Stock ( 10 12 ) ( 8 9 ) ( 16 28 ) ( 12 21 )
Net income attributable to common shareholders - diluted $ 89 102 $ 69 84 $ 140 242 $ 100 184
Weighted average shares outstanding - basic 430,866,933 415,810,670 431,698,667 415,643,571
1 unchanged paragraph
Restricted stock units 998,511 1,163,959 1,350,118 1,103,563
Restricted stock units 973,489 1,730,939 1,224,575 1,312,689
1 unchanged paragraph
Weighted average shares outstanding - diluted 436,896,510 427,649,550 435,988,487 422,271,774
Weighted average shares outstanding - diluted 431,840,422 429,466,146 434,605,799 424,669,898
Income per common share - diluted $ 0.20 0.24 $ 0.16 0.20 $ 0.32 0.56 $ 0.24 0.43 (1) For all periods presented, 4,000,000 shares of Series A Preferred Stock were excluded from the calculation of diluted shares as their inclusion would be anti-dilutive. These shares are convertible to 6,000,000 common shares, as a result of the June 30, 2025 stock split. For additional information regarding the stock split, see Note 15 "Shareholders' Equity and Redeemable Convertible Preferred Stock."
(2) For the three and six nine months ended June September 30, 2026, and the three and nine months ended September 30, 2025, dilutive securities include common share equivalents which represent the annual dividend, payable in the form of common shares or cash at the Company's sole option, that Series A Preferred Shares Stock would be entitled to receive assuming that the volume weighted average price of the Company s common shares for the last ten trading days of the period would be the same average price during the last ten trading days of the calendar year. The holders of the Series A Preferred Stock are entitled to receive an annual dividend based on the increase in the market price of the Company s common stock (the "Annual Dividend Amount"). The Annual Dividend Amount is equal to 20 % of the increase in the volume-weighted average market price per share of the Company s common shares for the last ten trading days of the calendar year, multiplied by 211,791,957 shares. During 2026, the Annual Dividend Amount was calculated based on the appreciation of the Company s share price over the highest previously used share price of $ 38.8096 . For the three months ended September 30, 2026, the Series A Preferred Stock would not be entitled to an annual dividend because the volume-weighted average price of the Company's common shares for the last ten trading days of the period did not exceed $ 38.8096 . During 2025, the Annual Dividend Amount was calculated based on the appreciation of the Company s share price over the highest previously used share price of $ 24.8713 .
Note 17: SEGMENT INFORMATION 54 changes
The Company manages its operations under three operating segments which represent the Company s two reportable segments: Safety Services, comprised of the North American Life Safety and International Life Safety operating segments, and Specialty Services. This structure is generally comprised of various businesses related to contracted services, inspections, and monitoring of industrial and commercial facilities. The segments have separate management and have results that are regularly reviewed by the President and Chief Executive Officer, and President, who acts as the Company's Chief Operating Decision Maker ( CODM ), for the purpose of allocating resources and evaluating performance, identifying them as separate reportable segments.
5 unchanged paragraphs
Summarized financial information for the Company s reportable segments are is presented and reconciled to consolidated financial information in the following tables, including a reconciliation of segment earnings to income before income taxes:
Three Months Ended June September 30, 2026
Revenues from external customers $ 1,481 1,662 $ 773 892 $ 2,254 2,554
1 unchanged paragraph
Net revenues 1,482 773 2,255
Net revenues 1,662 893 2,555
2 unchanged paragraphs
Total consolidated revenues $ 2,254 2,554
2 unchanged paragraphs
Segment earnings $ 252 $ 92 $ 344
Segment other income/expense 2 4 3
Segment earnings $ 281 $ 112 $ 393
9 unchanged paragraphs
Income before income taxes $ 138 155
4 unchanged paragraphs
Three Months Ended June September 30, 2025
Revenues from external customers $ 1,361 1,403 $ 629 682 $ 1,990 2,085
1 unchanged paragraph
Net revenues 1,362 629 1,991
Net revenues 1,403 683 2,086
2 unchanged paragraphs
Total consolidated revenues $ 1,990 2,085
2 unchanged paragraphs
Segment earnings $ 232 $ 71 $ 303
Segment other income/expense 1 5 2
Segment earnings $ 236 $ 81 $ 317
3 unchanged paragraphs
Contingent consideration and compensation ( 1 )
4 unchanged paragraphs
Restructuring program related costs ( 11 )
Income before income taxes $ 108 130
4 unchanged paragraphs
Six Months Ended June 30, 2026
Revenues from external customers $ 2,896 $ 1,340 $ 4,236
Net revenues 2,897 1,342 4,239
Nine Months Ended September 30, 2026
Revenues from external customers $ 4,558 $ 2,232 $ 6,790
Intersegment revenues 1 2 3 4
Net revenues 4,559 2,235 6,794
1 unchanged paragraph
Elimination of intersegment revenues ( 3 4 )
Total consolidated revenues $ 4,236 6,790
2 unchanged paragraphs
Segment earnings $ 482 $ 131 $ 613
Segment other income/expense 2 7 10
Segment earnings $ 763 $ 243 $ 1,006
3 unchanged paragraphs
Amortization ( 131 )
Amortization ( 214 )
Contingent consideration and compensation 1 2
5 unchanged paragraphs
Income before income taxes $ 209 364
4 unchanged paragraphs
Six Months Ended June 30, 2025
Revenues from external customers $ 2,628 $ 1,081 $ 3,709
Net revenues 2,629 1,082 3,711
Nine Months Ended September 30, 2025
Revenues from external customers $ 4,031 $ 1,763 $ 5,794
Intersegment revenues 1 1 2 3
Net revenues 4,032 1,765 5,797
1 unchanged paragraph
Elimination of intersegment revenues ( 2 3 )
Total consolidated revenues $ 3,709 5,794
2 unchanged paragraphs
Segment earnings $ 431 $ 100 $ 531
Segment other income/expense 1 9 6 11
Segment earnings $ 667 $ 181 $ 848
3 unchanged paragraphs
Amortization ( 119 )
Amortization ( 179 )
Contingent consideration and compensation ( 1 2 )
5 unchanged paragraphs
Income before income taxes $ 154 284
4 unchanged paragraphs
Note 18: SUBSEQUENT EVENTS 2 changes
On July 1, 2026, the Company completed the acquisition of WTech Fire Group ("WTech"), a leading provider of fire sprinkler, suppression, and detection solutions across Europe. The total consideration transferred by the Company consists of approximately $ 394 in cash paid at closing. In conjunction with the acquisition, the Company entered into a USD to GBP cross-currency swap for a notional amount of $ 400 with a maturity date in June 2027 to manage foreign exchange risks associated with a new intercompany loan.
Subsequent to September 30, 2026, the Company repurchased 3,604,478 shares of common stock for approximately $ 143 under the 2025 SRP. As of October 29, 2026, the Company had $ 607 of authorized repurchases remaining under the 2025 SRP.
Forward-looking statements 1 change
31 unchanged paragraphs
any shortfalls in our operation and maintenance of effective controls over financial reporting creates create certain risks;
20 unchanged paragraphs
MD&A 234 changes
1 unchanged paragraph
We prepare our financial statements in accordance with generally accepted accounting principles in the United States of America ( GAAP ). To supplement our financial results presented in accordance with GAAP in this MD&A section, we present adjusted EBITDA, which is a non-GAAP financial measure, to assist readers in understanding our performance and provide an additional perspective on trends and underlying operating results on a period-to-period comparable basis. Non-GAAP financial measures either exclude or include amounts not reflected in the most directly comparable measure calculated and presented in accordance with GAAP. Where a non-GAAP financial measure is used, we have provided the most directly comparable measure calculated and presented in accordance with GAAP, a reconciliation to the GAAP measure and a discussion of the reasons why management believes this information is useful to it and may be useful to investors.
16 unchanged paragraphs
Quantifying Factors Affecting our Results of Operations
Where reasonably available, we quantify the material factors contributing to fluctuations in our results of operations. We do not separately quantify certain individual factors within the "Results of Operations" section below as these factors are highly interrelated and cannot be quantified without unreasonable effort.
To drive execution of our strategies, we empower our business leaders to evaluate opportunities based on expected margin, execution risk, and resource fit, and to determine which work the businesses do or do not perform. As a result, the effect of disciplined project and customer selection cannot be isolated from the pricing and mix of the work performed without use of subjective assumptions and therefore does not readily translate into a precise financial impact that can be reliably measured and quantified. For the same reason, we cannot reliably separate growth between inspection, service, and monitoring revenues and project revenues. Instead, we have provided qualitative disclosures regarding these factors.
10 unchanged paragraphs
For information regarding our critical accounting estimates, see the Critical Accounting Estimates section of the Management s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no material changes to our critical accounting estimates during the six nine months ended June September 30, 2026.
1 unchanged paragraph
The following is a discussion of our financial condition and results of operations during the three and six nine months ended June September 30, 2026 and 2025 .
Three months ended June September 30, 2026 compared to the three months ended June September 30, 2025
1 unchanged paragraph
1 unchanged paragraph
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6 unchanged paragraphs
1 unchanged paragraph
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2 unchanged paragraphs
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4 unchanged paragraphs
1 unchanged paragraph
and 227 more changes in the filing
Market risk 3 changes
1 unchanged paragraph
3 unchanged paragraphs
and 3 more changes in the filing
Controls and procedures 2 changes
3 unchanged paragraphs
2 unchanged paragraphs
and 2 more changes in the filing
Unregistered sales of stock 10 changes
5 unchanged paragraphs
1 unchanged paragraph
and 10 more changes in the filing
Defaults on senior securities 1 change
and 1 more change in the filing
Other information 5 changes
and 5 more changes in the filing
Exhibits 9 changes
1 unchanged paragraph
15 unchanged paragraphs
2 unchanged paragraphs
1 unchanged paragraph
and 9 more changes in the filing
Unchanged: Notes to the financial statements, Note 2: RECENT ACCOUNTING PRONOUNCEMENTS, Legal proceedings, Risk factors, Mine safety disclosures
Compared by code from the two filings' text and XBRL. Not advice.
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