APG

APi Group Corp

NYSE · INDUSTRIALS · SERVICES-TO DWELLINGS & OTHER BUILDINGS

40.21

+0.22 +0.55%

USD · close Oct 21

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MKT CAP $17.4BP/E —DIV YIELD —FCF YIELD 3.89%REV TTM $8.4B +14.1%NET INCOME $346M +39.5%NET DEBT $2.7B52W 33.64 – 49.40SEC XBRL · TTM TO Invalid Date

How APG rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

65%

of sentences unchanged

Added

new sentences

Dropped

sentences removed

Length

+298

words, now 14,826

New in FY2025

RISK FACTORS R ISKS R ELATED T O O U R B USINESS We operate in both domestic and international markets, which subjects us to economic, political and other risks.
Our business is, and will in the future, be subject to risks associated with doing business both domestically and internationally, including: • laws and regulations that dictate how we conduct business; • changes or instability in a specific country’s or region’s political or economic conditions, including inflation or currency devaluation; • political, financial market or economic instability relating to epidemics or pandemics; • laws and regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of capital; Table of Conten t s • changes to existing or new domestic or international tax laws; • trade protection measures, such as tariff increases, and import and export licensing and control requirements, which may, among other things, increase commodity prices of materials used as components of supplies or materials utilized in all of our operations, particularly in light of the stated trade policies of the new U.S. presidential administration; • potentially negative consequences from fluctuations in foreign currency exchange rates; • difficulties repatriating income or capital, whether due to temporary blocking, taxes, tariffs or otherwise, where income from work outside the United States in non-U.S. dollars exceed our local currency needs; • expropriation and governmental regulation restricting foreign ownership or requiring reversion or divestiture; • laws and regulations governing our employee relations, including occupational health and safety matters and employee compensation and benefits matters; • uncertainties regarding legal or judicial systems, including inconsistencies between and within laws, regulations and decrees, and judicial application thereof, and delays in the judicial process; • difficulty in recruiting and retaining trained personnel in our international operations; and • our ability to comply with, and the costs of compliance with, laws and regulations governing international business operations, including restrictions on transactions with certain countries, governments, entities and individuals subject to U.S. economic sanctions or export restrictions, and anti-bribery laws such as the Foreign Corrupt Practices Act and similar local anti-bribery laws.
Our failure to implement such systems successfully, on time and on budget could have a material adverse effect on our financial condition, operating results, and cash flows.
In 2024, we began implementing new enterprise resource planning (“ERP”) systems, which are designed to support future growth and further optimize our existing processes by harmonizing our systems and phasing out legacy systems at various businesses we have acquired over the years.
We will continue to implement the new systems in phases across our various entities on a worldwide basis over the next few years.
ERP implementations also require transformation of business and financial processes to realize the benefits of the systems.
The implementations and maintenance of the new systems have required, and will continue to require, the investment of significant financial and people resources and the implementations may be subject to delays and cost overruns.
In addition, we may not be able to successfully complete the Table of Conten t s implementations of the new ERP systems without experiencing difficulties, or even if successfully implemented, we may not fully realize the anticipated benefits.
Any disruptions, delays, or deficiencies in the design and implementation or the ongoing maintenance of the new systems could adversely affect our ability to provide the services and perform the business and reporting functions described above and otherwise operate our business.
Additionally, if we do not effectively implement the systems as planned or the systems do not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess it adequately could be delayed.
As we increase our reliance on cloud-based applications and platforms to operate our businesses, any disruption or interference with these platforms could adversely affect our financial condition and results of operations.
As a result of the implementation of ERP systems, we are migrating a significant portion of our computing infrastructure to third party hosted cloud-based computing platforms.
Third-party providers of cloud-based applications and related interfaces may change the features of their applications and platforms or alter the terms governing use of their applications and application program interfaces.
Such changes could functionally limit our ability to use these cloud-based applications and platforms in conjunction with our other software, which would negatively impact our ability to operate properly and adversely impact our business.
In addition, cloud computing services may operate differently than anticipated when introduced or when new versions or enhancements are released.
As we increase our reliance on cloud-based computing services, our exposure to damage from service interruptions may increase.
In the event any such issues arise, it may be difficult for us to switch our operations from our primary cloud-based providers to alternative providers.
Our results of operations, cash flows and liquidity could be adversely affected if a project manager or our personnel miscalculate the resources or time needed to complete a project with capped or fixed fees, or the resources or time needed to meet contractual milestones, especially in those projects with larger durations or contract values than average.
We are a decentralized company and place significant decision-making authority with our subsidiaries’ leadership, supported by certain integrated policies and processes.
We believe our practice of conferring significant authority upon the leadership of our subsidiaries has been important to our successful growth and has allowed us to be responsive to opportunities and to our customers’ needs.
R ISKS R ELATED T O A CQUISITIONS AND D IVESTITURES Our business strategy includes acquiring companies and making investments that complement our existing businesses or expand into adjacent industries.
However, we cannot assure you that we will identify or successfully complete suitable acquisitions in the future or that completed Table of Conten t s acquisitions will be successful.
We cannot be certain that we will be able to successfully complete the integration process without substantial costs, delays, disruptions or other operational or financial problems.
Our business strategy occasionally includes divesting businesses that do not complement our existing businesses or strategic priorities, which could disrupt or adversely affect our business.
Divesting businesses involves risks and uncertainties, such as difficulty separating assets related to such businesses from the businesses we retain, employee distraction, and the need to obtain regulatory approvals and other third-party consents, which potentially disrupts customer and vendor relationships, and the fact that we may be subject to additional tax obligations or loss of tax benefits.
After we dispose of a business, we may retain exposure to financial or performance guarantees and other contractual and potential liabilities that may arise under law because of the disposition or Table of Conten t s the subsequent failure of an acquirer.
As a result, performance by a divested business or other conditions outside of our control could have a material adverse effect on our results of operations.
Interest payments for certain components of our indebtedness, including borrowings under the credit facilities are based on floating rates.
As of December 31, 2025, the Company had $1,840 million notional amount outstanding in interest rate swap agreements that exchange a variable rate of interest for a fixed rate over the term of the agreement.
As of December 31, 2025, on a consolidated basis, we had $2,157 million in principal amount of debt outstanding under our credit facilities, $614 million of senior notes, and other indebtedness totaling approximately $5 million.
For example, it may: • require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, dividends, innovation, and other general corporate purposes; • cause credit rating agencies to view our debt level negatively; • increase our vulnerability to general adverse economic and industry conditions; • limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate; Table of Conten t s • limit our ability to make strategic acquisitions, introduce new technologies or pursue business opportunities; and • place us at a competitive disadvantage compared to our competitors that have less indebtedness.
In addition, we have entered into a Credit Agreement by and among APi Group DE, Inc., our wholly-owned subsidiary, as borrower ("APi Group DE"), APG as a guarantor, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto, and Citibank N.A., as administrative agent and as collateral agent (the "Credit Agreement").
The Credit Agreement governing the credit facilities contains covenants that restrict our operations.
If we are unable to access the capital markets on favorable terms at the time a debt obligation becomes due in the future, the price and terms upon which we might receive extensions or additional bank credit, if at all, could be more onerous than those contained in existing debt agreements.
We recognize revenue over time, which could result in a reduction or reversal of previously recorded revenue or profits.
However, given the uncertainties associated with these types of contracts, Table of Conten t s it is possible for actual costs to vary from estimates previously made, which may result in reductions or reversals of previously recorded revenue and profits.
Certain of our coverages are subject to large deductibles or have high self-insured retention amounts and our policies do not cover all possible claims.
Additionally, unknown or changing trends, risks, or circumstances, such as increases in claims or their magnitudes, a weakening economy, increases in medical costs, changes in case law or legislation, or changes in the nature of the work we perform, could render our current estimates and accruals inadequate.
We carry a significant amount of goodwill, identifiable intangible assets, and fixed assets on our consolidated balance sheets.
While we believe we have made reasonable estimates and judgments about the fair values of our reporting units which were based on facts and circumstances known at such time, it is possible that existing or new events may result in forecasted cash flows, revenue and earnings that differ from those that formed the basis of our estimates and assumptions, which could be materially different from our estimates and assumptions.

and 55 more.

Gone since FY2024

RISK FACTORS R ISKS R ELATED T O O U R B USINESS We operate in international markets, which subjects us to economic, political and other risks.
Approximately 38% of our revenue was derived from areas outside the United States for the year ended December 31, 2024.
Accordingly, our business is and will in the future be subject to risks associated with doing business internationally, including: • laws and regulations that dictate how we conduct business; • changes or instability in a specific country’s or region’s political or economic conditions, including inflation or currency devaluation; • political, financial market or economic instability relating to epidemics or pandemics; • laws and regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of capital; • changes to existing or new domestic or international tax laws; • trade protection measures, such as tariff increases, and import and export licensing and control requirements, which may, among other things, increase commodity prices of materials used as components of supplies or materials utilized in all of our operations, particularly in light of the stated trade policies of the new U.S. presidential administration; • potentially negative consequences from fluctuations in foreign currency exchange rates; • difficulties repatriating income or capital, whether due to temporary blocking, taxes, tariffs or otherwise, where income from work outside the United States in non-U.S. dollars exceed our local currency needs; • expropriation and governmental regulation restricting foreign ownership or requiring reversion or divestiture; • laws and regulations governing our employee relations, including occupational health and safety matters and employee compensation and benefits matters; • uncertainties regarding legal or judicial systems, including inconsistencies between and within laws, regulations and decrees, and judicial application thereof, and delays in the judicial process; • difficulty in recruiting and retaining trained personnel in our international operations; and • our ability to comply with, and the costs of compliance with, laws and regulations governing international business operations, including restrictions on transactions with certain countries, governments, entities and individuals subject to U.S. economic sanctions or export restrictions, and anti-bribery laws such as the Foreign Corrupt Practices Act and similar local anti-bribery laws.
Our failure to implement such systems successfully, on time and on budget could have a material adverse effect on us.
In 2024, we began implementing new enterprise resource planning (“ERP”) systems, which are designed in part to support our future growth and more fully optimize our existing processes by harmonizing our systems and phasing out legacy systems at various businesses we have acquired over the years, and will continue to implement the new systems in phases across our various entities on a worldwide basis over the next few years.
ERP implementations also require transformation of business and financial processes to realize the benefits of the ERP systems.
The implementations and maintenance of the new ERP systems have required, and will continue to require, the investment of significant financial and people resources and the implementations may be subject to delays and cost overruns.
In addition, we may not be able to successfully complete the implementations of the new ERP systems without experiencing difficulties, or even if successfully implemented, we may not fully realize the anticipated benefits.
Any disruptions, delays or deficiencies in the design and implementation or the ongoing maintenance of the new ERP systems could adversely affect our ability to provide the services and perform the business and reporting functions described above, and otherwise operate our business.
Additionally, if we do not effectively implement the ERP systems as planned or the systems do not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess it adequately could be delayed.
Our results of operations, cash flows and liquidity could be adversely affected if a project manager or our personnel miscalculate the resources or time needed to complete a project with capped or fixed fees, or the resources or time needed to meet contractual milestones.
We are a decentralized company and place significant decision-making authority with our subsidiaries’ management, supported by certain integrated policies and processes.
We believe our practice of conferring significant authority upon the management of our subsidiaries has been important to our successful growth and has allowed us to be responsive to opportunities and to our customers’ needs.
R ISKS R ELATED T O A CQUISITIONS Our business strategy includes acquiring companies and making investments that complement our existing businesses or expand into adjacent industries.
However, we cannot assure you that we will identify or successfully complete suitable acquisitions in the future or that completed acquisitions will be successful.
Furthermore, the increased antitrust scrutiny of and compliance requirements for potential acquisitions, including by the Federal Trade Commission and Department of Justice under the Hart-Scott Rodino Act, the Sherman Act, the Clayton Act, or other applicable laws, could negatively impact the cost and timing of or our ability to complete certain potential acquisitions.
We cannot be sure that we will be able to successfully complete the integration process without substantial costs, delays, disruptions or other operational or financial problems.
On June 3, 2024, the Company expanded into a new market of elevators and escalators upon completing our acquisition of Elevated Facility Services Group ("Elevated").
Elevated is a premier provider of contractually based services for all major brands of elevator and escalator equipment.
The success of the Elevated Acquisition depends, in part, on our ability to successfully integrate and operate the Elevated business in conjunction with our existing life safety businesses and transition from the services and systems provided by the seller.
The potential difficulties of integrating the operations of the Elevated business include, among others: continued unanticipated issues in integrating personnel, operations, systems and technology infrastructure; changes in applicable laws and regulations or conditions imposed by regulators in a market we are not experienced in; deploying internal controls over financial reporting; operating risks inherent in the Elevated business and our existing businesses.
We may not accomplish the integration of the Elevated business smoothly, successfully or within the anticipated costs or timeframe.
In addition, the Elevated business may not meet our expectations, causing our financial results to differ from our own or the investment community’s expectations.
Any of these factors could have a negative effect on our financial condition, results of operations, and cash flows.
Interest payments for certain of our indebtedness, including borrowings under the credit facilities are based on floating rates.
As of December 31, 2024, the Company had $1,840 million notional amount outstanding in interest rate swap agreements that exchange a variable rate of interest for a fixed rate over the term of the agreement.
Our use of revenue recognition over time could result in a reduction or reversal of previously recorded revenue or profits.
However, given the uncertainties associated with these types of contracts, it is possible for actual costs to vary from estimates previously made, which may result in reductions or reversals of previously recorded revenue and profits.
We carry a significant amount of goodwill and identifiable intangible assets on our consolidated balance sheets.
While we believe we have made reasonable estimates and assumptions to calculate the fair values of our reporting units which were based on facts and circumstances known at such time, it is possible that existing or new events may result in forecasted cash flows, revenue and earnings that differ from those that formed the basis of our estimates and assumptions, which could be materially different from our estimates and assumptions.
As of December 31, 2024, we had goodwill of $2,894 million, which is maintained in various reporting units.
In connection with our preparation of our consolidated financial statements for the years ended December 31, 2023 and 2022, we and our independent registered public accounting firm identified material weaknesses in our internal control over financial reporting.
As previously disclosed in our Annual Reports on Form 10-K for the years ended December 31, 2023 and 2022, management identified material weaknesses related to our internal control over financial reporting.
Under standards established by the United States Public Company Accounting Oversight Board, a material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim consolidated financial statements will not be prevented or detected and corrected on a timely basis.
As of December 31, 2024, on a consolidated basis, we had $2,157 million in principal amount of debt outstanding under our credit facilities, $614 million of senior notes, and other indebtedness totaling approximately $5 million.
For example, it may: • require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, dividends, innovation, and other general corporate purposes; • cause credit rating agencies to view our debt level negatively; • increase our vulnerability to general adverse economic and industry conditions; • limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate; • limit our ability to make strategic acquisitions, introduce new technologies or pursue business opportunities; and • place us at a competitive disadvantage compared to our competitors that have less indebtedness.
In addition, the Credit Agreement governing the credit facilities contains covenants that restrict our operations.
If we are unable to access the capital markets on favorable terms at the time a debt obligation becomes due in the future.
The price and terms upon which we might receive such extensions or additional bank credit, if at all, could be more onerous than those contained in existing debt agreements.
Certain of our coverages are subject to large deductibles or have high self-insured retention amounts, our policies do not cover all possible claims, and certain legacy risks at Chubb were assumed without insurance coverage.

and 50 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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