APi : CJS Securities 21st Annual New Ideas for the New Year Conference – January 13, 2021

CJS Securities Conference

January 13, 2021

BUILDING GREAT LEADERS

BUILDING GREAT LEADERS

Disclaimer

Forward-Looking Statements and Disclaimers

This presentation does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities. The release, publication or distribution of this presentation in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this presentation is released, published or distributed should inform themselves about and observe such restrictions.

Certain statements in this presentation are forward-looking statements which are based on the Company's expectations, intentions and projections regarding the Company's future performance, anticipated events or trends and other matters that are not historical facts, including expectations regarding (i) certain expected 2020 financial results, including the Company's guidance for 2020, the assumptions it made and the drivers contributing to its guidance; (ii) the Company's business model, long-term targets, goals, opportunities and strategies; and (iii) the future impact of the COVID-19 pandemic. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including: (i) economic conditions, competition and other risks that may affect the Company's future performance, including the impacts of the COVID-19 pandemic on the

Company's business, markets, supply chain, customers and workforce, on the credit and financial markets, on the alignment of expenses and revenues and on the global economy generally; (ii) the ability to

recognize the anticipated benefits of the Company's acquisitions, including its ability to successfully integrate and make necessary capital investments to support additional acquisitions, and the Company's ability to take advantage of strategic opportunities; (iii) changes in applicable laws or regulations; (iv) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (v) the trading price of the Company's common stock, which may be positively or negatively impacted by the repurchase program, market and economic conditions, including as a result of the COVID-19 pandemic, the availability of Company common stock, the Company's financial performance or determinations following the date of this presentation in order to use the Company's funds for other purposes; (vi) the ability of the Company to enter into a Rule 10b5-1 trading plan during an open trading window; and (vii) other risks and uncertainties. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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BUILDING GREAT LEADERS

Disclaimer

Non-GAAP Financial Measures

This presentation contains non-U.S. GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. The Company uses certain non-U.S. GAAP financial measures that are included in this presentation and the additional financial information both in explaining its results to shareholders and the investment community and in its internal evaluation and management of its businesses. The Company's management believes that these non-U.S. GAAP financial measures and the information they provide are useful to investors since these measures (a) permit

investors to view the Company's performance using the same tools that management uses to evaluate the Company's past performance, reportable business segments and prospects for future performance,

1. permit investors to compare the Company with its peers and (c) determine certain elements of management's incentive compensation. Specifically:
2. • The Company's management believes that adjusted EBITDA and adjusted earnings per share ("adjusted EPS"), which exclude business transformation and other expenses for the integration of acquired businesses, the impact and results of businesses classified as assets held-for-sale and businesses divested, and one-time and other events such as impairment charges, share-based compensation, transaction and other costs related to acquisitions, amortization of intangible assets and depreciation remeasurements associated with acquisitions, net COVID-19 relief, and certain tax benefits from the acquisition of APi Group, Inc. (the "APi Acquisition"), are useful because they provide investors with a meaningful perspective on the current underlying performance of the Company's core ongoing operations.
   • 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. The Company supplements the reporting of its consolidated financial information with certain non-U.S. GAAP financial measures, including EBITDA and adjusted EBITDA, which is defined as EBITDA excluding the impact of certain non-cash and other specifically identified items ("adjusted 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 and adjusted 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. Consolidated EBITDA is calculated in a manner consistent with segment EBITDA, which is a measure of segment profitability.

The Company does not provide reconciliations of forward-lookingnon-U.S. GAAP adjusted EBITDA, adjusted EPS guidance, and adjusted diluted share count to GAAP due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that could be made for acquisitions and divestitures, business transformation and other expenses for the integration of acquired businesses, one-time and other events such as impairment charges, transaction and other costs related to acquisitions, amortization of intangible assets, net COVID-19 relief, and certain

tax benefits from the APi Acquisition, and other charges reflected in the Company's reconciliation of historic numbers, the amount of which, based on historical experience, could be significant.

While the Company believes these non-U.S. GAAP measures are useful in evaluating the Company's performance, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with U.S. GAAP. Additionally, these non-U.S. GAAP financial measures may differ from similar measures presented by other companies.

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BUILDING GREAT LEADERS

APi Group

• We are a MARKET LEADING BUSINESS

SERVICES PROVIDER of safety, specialty and industrial services.

• We provide STATUTORILY MANDATED

SERVICES and other contracting services to a strong base of long-standing customers across industries, primarily in North America and with an expanding platform in Europe.

• We have a WINNING LEADERSHIP CULTURE

driven by entrepreneurial business leaders to deliver innovative solutions for our customers.

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Company Overview

Our Business Services

SAFETY SERVICES

Service Examples

• Backflow devices
• Controls technology and entry systems
• Emergency and exit lighting
• Emergency fire suppression systems
• Fire alarm and detection systems
• Fire pumps
• HVAC systems and service and maintenance
• Plumbing engineering and installation
• Security and surveillance systems
• Standby systems

Key End Markets

➢ Commercial	➢ Education	➢ High Tech
➢ Industrial	➢ Manufacturing	➢ Medical

➢ Security & Defense ➢ Utilities

SPECIALTY SERVICES

Service Examples

• Electric and gas utility maintenance
• Fiber optic and cellular system installation and maintenance including 5G
• Insulation, ventilation, and temperature control
• Natural gas line distribution services
• Plant maintenance and outage services
• Specialty and industrial ductwork
• Structural fabrication and erection
• Underground electrical, transmission line and fiber optic cable installation
• Water line and sewer installation

Key End Markets

• Industrial ➢ Infrastructure ➢ Manufacturing
• • Telecom ➢ Utilities

BUILDING GREAT LEADERS

INDUSTRIAL SERVICES

Service Examples

• Code compliance / inspection service
• Compression and metering station inspection
• Gas compressor installation
• Leak repair and pipeline replacement
• Oil pumping stations and directional drilling installation
• Pipeline work and integrity testing
• Retrofitting oil and gas pipeline infrastructure
• Transmission and distribution services

Key End Markets

➢ Energy

➢ Utilities

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BUILDING GREAT LEADERS

Segment Breakdown

SAFETY SERVICES		SPECIALTY SERVICES		INDUSTRIAL SERVICES
Year Ended December 31, 2019		Year Ended December 31, 2019		Year Ended December 31, 2019
~$1.8 billion		~$1.5 billion		~$547 million
Adjusted Net Revenues(1)		Adjusted Net Revenues(1)		Adjusted Net Revenues(1)

~$233 million	~$174 million	~$36 million
Adjusted EBITDA(1)	Adjusted EBITDA(1)	Adjusted EBITDA(1)

~13.1%	~11.7%	~6.6%
Adjusted EBITDA Margin(1)	Adjusted EBITDA Margin(1)	Adjusted EBITDA Margin(1)

~$10,000	~$60,000	~$725,000
Average Project Size(2)	Average Project Size(2)	Average Project Size(2)

(1)	Refer to Appendix for a reconciliation of this non-GAAP measure to its most directly comparable GAAP measure.	6
(2)	Based on projects completed in 2019.

BUILDING GREAT LEADERS

APi's Unique Business Services Profile

DYNAMIC

OPERATING

MODEL

DIVERSIFIED

REVENUE BASE

COMPELLING

INDUSTRY DYNAMICS

DIFFERENTIATED

LEADERSHIP

CULTURE

• Asset-lightoperating model with high free cash flow conversion
• Relative variability of cost structure provides flexibility and enhances protective moat around the business
• Low risk, high visibility, short duration contract / project base
• Consistent track record of organic growth and margin improvement supplemented by disciplined acquisitions
• Diversification across end markets, clients and projects limits downside risk and supports continued, sustainable growth
• Average project size by segment(1):
• • Safety Services: ~$10,000, Specialty Services: ~$60,000, Industrial Services: ~$725,000
• Historical contract loss rate <1.5% of revenue(1)
• Largest contract accounts for <5% of revenue(1)
• Statutorily driven service dynamic (safety and maintenance services)
• Evolving regulatory landscape, heightened public awareness and legislative actions driving growth across core markets
• Long-terminvestments made by private and public utility customers provide high degree of visibility and contribute to economic resiliency
• Culture of investing in leadership development at all levels of the organization predicated on Building Great Leaders, APi's cross-functional leadership development platform
• Entrepreneurial atmosphere where individual business leaders are empowered to drive business performance and execute key decisions
• We believe that great leaders are a competitive advantage and create shareholder value

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(1) Based on projects completed in 2019.

BUILDING GREAT LEADERS

Stability Through Significant Recurring Service Revenue

• Relentless focus on growing recurring service revenue helps to build a more protective moat around the business
• Mission critical nature of services and regulatory driven inspection requirements provide predictable, recurring revenue stream opportunities
• Majority of projects have durations of <6 months, and are often recurring due to consistent renewal rates and long-standing customer relationships
• High proportion of revenue from repeat customers translates into stable cash flow generation

GROWING SERVICE REVENUE CONTRIBUTION(1)

2008

Current(2)

Target

~20%	50%+
~40%

	Service Revenue
~80%	~60%

Service Revenue

Non-Service Revenue

(1) Represents service revenue statistics for life safety business within Safety Services segment. Service defined as inspection, testing, maintenance and repair, as well as work

executed under APi's Master Service Agreements and blanket contracts.8

(2) Data as of September 30, 2020.

BUILDING GREAT LEADERS

Resilient Operating Model

EXPERIENCE NAVIGATING THROUGH MACRO CYCLES		FAVORABLE BUSINESS MIX
• Variable cost mix creates operational flexibility	Categories	Cycle Dynamic
• Large installed base creates service opportunity	Fire & Security	Acyclical
			Statutory
Infrastructure	Acyclical
		Driven
• Growing recurring service revenue
General Industrial	Mid-to-Late Cycle
• Working capital liquidation has provided a cash flow benefit in downturns
Non-Residential	Mid-Cycle

Shift to Recurring Revenue Model

Net Revenues ($mm)

Industrial Recession

$3,499(1)

$3,802(1)

$2,420 $2,449

		Great Recession	$2,049
	$1,605		$1,731
$1,354	$1,358	$1,485
	$1,239

$3,046

$2,608

	2007	2008	2009	2010	2011	2012	2013	2014	2015	2016	2017	2018	2019
Completed	5	4	3	2	2	10	6	5	6	8	5	9	3
Acquisitions
Incremental	$93	$57	$54	$9	$130	$200	$48	$160	$36	$399	$100	$378	$15
Revenue ($mm)

Notes: Revenue net of intercompany eliminations. Revenue for the years ended December 31, 2007 to December 31, 2016 per consolidated financial statements audited under U.S. accounting principles and standards applicable
to private companies as promulgated by the AICPA. Revenue for the years ended December 31, 2017 and December 31, 2018 per audited financial statements prepared in accordance with public company GAAP. Includes	9
revenue from acquired entities from the close date of each acquisition.
(1) Reflects adjusted net revenues excluding the impact of two Industrial Services businesses divested in 2020. Refer to Appendix for a reconciliation of non-GAAP measures to most directly comparable GAAP measures.

BUILDING GREAT LEADERS

Single Source for Entire Facility Life Cycle

DIFFERENTIATED BUSINESS MODEL

APi's strategy in Safety Services is to sell inspection work first, for which

every dollar sold leads to $3 - $4 of service work(1), and ultimately

to relationship based, higher margin new contract revenue opportunities

Target inspection	$3 - $4 of service work	Relationship based,
work at	generated for every $1 of	higher margin, new contract
existing facility	inspection work(1)	revenue opportunities

Competitors

Proposals submitted to	Subcontractors begin	Begin targeting
general contractors hired by	work on new	service and inspection
building owners for new	construction	work on building that
construction opportunity	opportunity	is nearly complete

FULL SUITE OF FACILITY LIFE CYCLE SERVICES

Design & Engineering

Retrofit /	Fabrication
Upgrade

Maintenance	Inspection
& Repair

Installation

• Focus on statutory driven, non-discretionary maintenance spend for mission-critical systems and environmental comfort systems
• Diversified revenue model that is not dependent on new facility activity
• Large installed base of projects for high value-add services over the life cycle of a typical facility's infrastructure

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(1) Based on management estimate.

BUILDING GREAT LEADERS

APi's Disciplined Acquisition Strategy

KEY ACQUISITION CRITERIA

• Alignment of values and culture fit
• History of strong free cash flow generated
• Experienced management team with proven record
• Service growth component
• Accretive to APi's financial profile

60+ accretive acquisitions successfully completed since 2005

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Financial Highlights

BUILDING GREAT LEADERS

2020 Guidance

2020 GUIDANCE

Adjusted Net Revenues

Adjusted EBITDA

Adjusted EPS

$3,475 - $3,525		$370 - $380		$1.14 - $1.19
million		million		per share

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Note: 2020 guidance per 8-K dated December 9, 2020.

BUILDING GREAT LEADERS

Recent Highlights

• Announced $100 million stock repurchase program on December 1, 2020

THIRD QUARTER 2020 PERFORMANCE HIGHLIGHTS

• Service represented approximately 40% of consolidated net revenues
  Adjusted gross margin of 24.3%, representing a 159 basis point increase compared to
• prior year

✓

✓

Adjusted EBITDA of $115 million, representing a 12.1% adjusted EBITDA margin

Operating cash flow of $97 million, representing a $5 million increase from prior year operating cash flow

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Note: Refer to Appendix for a reconciliation of non-GAAP measures to most directly comparable GAAP measures.

BUILDING GREAT LEADERS

Key Financial and Operating Metrics

Three Months Ended September 30, 2020

($ in millions, except per share figures)	Q3 2020		Q3 2019	YoY Change
Adjusted Net Revenues	$953		$1,046	(8.9%)
Organic Net Revenues				(8.9%)
Adjusted Gross Profit	$232		$238	(2.5%)
Adjusted Gross Margin	24.3%		22.8%	+159 bp
Adjusted EBITDA	$115		$128	(10.2%)
Adjusted EBITDA Margin	12.1%		12.2%	(17 bp)
Adjusted Net Income	$69		$78	(11.6%)
Adjusted Diluted EPS	$0.39		$0.45	($0.06)
Operating Cash Flow	$97		$92	+5.4%
Adjusted Free Cash Flow	$104 *	$85	+21.9%
Adjusted Free Cash Flow Conversion	90.1%	*	66.4%	+2,372 bps

Nine Months Ended September 30, 2020

3Q 2020	3Q 2019	YoY Change
$2,622	$2,877	(8.9%)
		(8.8%)
$623	$602	+3.5%
23.8%	20.9%	+284 bp
$278	$285	(2.5%)
10.6%	9.9%	+70 bp
$154	$158	(2.5%)
$0.88	$0.91	($0.03)
$329	$145	+126.9%
$301	$107	+99.1%
108.3%	37.5%	+7,073 bp

Note: Refer to Appendix for a reconciliation of non-GAAP measures to most directly comparable GAAP measures.

* Excludes adjustment to reflect the elimination of operating cash for the impact of the Coronavirus Aid, Relief and Economic Security (CARES) Act. With this adjustment, adjusted free15 cash flow conversion would be 79.0%.

BUILDING GREAT LEADERS

Net Debt

($ in millions)	September 30, 2020
Term Loan	$1,191
Revolving Credit Facility	--
Other Obligations	6
Total Debt Obligations	$1,197
Unamortized Deferred Financing Costs	(21)
Total Debt, Net of Deferred Financing Costs	$1,176
Cash and Cash Equivalents at the End of the Period	$467
Net Debt	$709
Net Debt to Adjusted EBITDA Ratio	1.8x

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BUILDING GREAT LEADERS

Focus on Long-Term Value Creation

• Deliver Long-Term Organic Revenue Growth Above Industry Average
• Leverage SG&A
• Expand Adjusted EBITDA Margins to 12%+ by FY 2023
• Adjusted Free Cash Flow Conversion of 80%+
• Generate High Single Digit Average Earnings Growth
• Target Long-Term Net Leverage Ratio of 2.0x to 2.5x

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Note: Refer to Appendix for a reconciliation of non-GAAP measures to most directly comparable GAAP measures.

Appendix

Segment Breakdown

	Three Months Ended September 30, 2020
ADJUSTED NET REVENUES	ADJUSTED GROSS PROFIT
Total: $953 million	Total: $232 million

16%	11%
	42%	57%
	32%
42%

	Nine Months Ended September 30, 2020
ADJUSTED NET REVENUES	ADJUSTED GROSS PROFIT
Total: $2.6 billion	Total: $623 million
15%	10%
45%	29%
40%	61%

BUILDING GREAT LEADERS

ADJUSTED EBITDA

Total: $115 million

15%

45%

40%

ADJUSTED EBITDA

Total: $278 million

15%

48%

37%

Safety Services

Specialty Services

Industrial Services

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Note: Excludes Corporate and Eliminations. Refer to Appendix for a reconciliation of non-GAAP measures to most directly comparable GAAP measures.

BUILDING GREAT LEADERS

Diversified Across Clients, End Markets and Projects

REPRESENTATIVE CUSTOMERS	KEY END MARKETS
	SAFETY SERVICES
	➢ Commercial	➢ Manufacturing
	➢ Education	➢ Medical
	➢ High Tech	➢ Security & Defense
	➢ Industrial	➢ Utilities
	SPECIALTY SERVICES
	➢ Industrial	➢ Telecom
	➢ Infrastructure	➢ Utilities
	➢ Manufacturing

INDUSTRIAL SERVICES

➢ Energy

➢ Utilities

PROJECT STATISTICS(1)

<5%

Largest Contract as a

% of Total Revenue

<$1 million

Average Project Size

Average Project Size By Segment

~$10,000

Safety Services

~$60,000

Specialty Services

~$725,000

Industrial Services

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(1) Based on projects completed in 2019.

Favorable Industry Dynamics

BUILDING GREAT LEADERS

Statutory

Driven

Fire Damage Risk

Event-Driven,

Local

Regulation

Building Complexity

Varying

End-User

Needs

Next Gen Technology

MARKET GROWTH DRIVERS

• Mandated building codes and inspections and maintenance requirements generate increasing demand for APi's services, often on a recurring basis
• Increasing financial, operational and human costs associated with fire incidence and damage
• Specific building use requirements, e.g., chemical agents / non-water solutions for tech related
• Regulations vary by geography and property type, leading to highly fragmented Systems Integrator market
• Increasing system complexity driven by variations in building design (e.g., novel architecture)
• Smart building integration of life safety devices with IoT (e.g., smart sprinklers, video-enabled smart detectors)

KEY TRENDS

Increasing Regulation for Fire Safety, Water Quality, and Pipeline Upkeep

Potential U.S. Infrastructure Bill

5G Broadband Capex

Aging U.S. Infrastructure Base

Shortage of Skilled Craft Labor

Market Consolidation

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BUILDING GREAT LEADERS

Broad Geographic Footprint

BROAD GEOGRAPHIC FOOTPRINT ENHANCED BY RECENT ACQUISITION OF SK FIRESAFETY GROUP

SKG GEOGRAPHIC FOOTPRINT

U.K.

7

Active Geographies

SKG Offices

Safety Services

Specialty Services

Industrial Services

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BUILDING GREAT LEADERS

Driving Long-Term Growth

ORGANIC EXPANSION	M&A

GROW	CAPITALIZE	SCALE	+	SEEK
Recurring service	Improved project and	Expand core business and	Disciplined,
revenue	customer selection	service offerings	opportunistic and
+	+	+	accretive acquisitions
Geographic expansion	Increase market share	Sister company	+
+	+	cross-selling	Incremental
Expansion into	Pricing opportunities	+		customer base
adjacencies	+	Grow national accounts		+
+	Investment in back	+		Add capabilities in
Channel expansion	office infrastructure	Win more share of entire		adjacencies
	+	facility life cycle
	Increase margins	+
		Leverage scale and
		drive margins

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BUILDING GREAT LEADERS

Experienced Leadership Organization

EXECUTIVE LEADERSHIP

BOARD OF DIRECTORS

RUSS BECKER - CHIEF EXECUTIVE OFFICER, PRESIDENT AND DIRECTOR

• CEO and President of APi since 2002
• Former Manager of Construction and President of The Jamar Company
• Served as Project Manager for Ryan Companies, before joining The Jamar Company, a subsidiary of APi
• Began career working within Cherne Contracting as a field engineer

TOM LYDON - CHIEF FINANCIAL OFFICER

• Joined APi in 2014
• Served Fortune 500 companies worldwide during his tenure with
  KPMG
• Partner in Charge of Audit within the KPMG Des Moines and Minneapolis office to Northern Heartland Business Units
• Office Managing Partner within KPMG's Des Moines, IA office
• Led KPMG's Internal Audit Practice in Minneapolis, MN

Sir Martin E. Franklin	Co-Chair
James E. Lillie	Co-Chair
Ian G.H. Ashken	Independent Director
Russell Becker	President, CEO & Director
Anthony E. Malkin	Independent Director
Thomas V. Milroy	Independent Director
Lord Paul Myners	Independent Director
Cyrus D. Walker	Independent Director
Carrie A. Wheeler	Independent Director

Proven Management	Deep Bench of	Shared Values &	Significant Insider
Track Record	Future Leaders	Stakeholder Buy-in	Ownership

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BUILDING GREAT LEADERS

Reconciliation of Non-GAAP Financial Measures

Net Revenues and Adjusted Net Revenues (non-GAAP)

($ in millions)

	For the three months ended September 30,			For the nine months ended September 30,		For the year ended December 31,
	2020		2019			2020	2019			2018
	(Successor)		(Predecessor)			(Successor)	(Predecessor)			(Predecessor)
Net revenues (as reported)	$	958	$	1,118	$	2,705	$	3,107	$	3,728
Adjustments to reconcile net revenues to adjusted net revenues:
Divested businesses	(a)	(5)		(72)		(83)		(230)		(229)
Adjusted net revenues	$	953	$	1,046	$	2,622	$	2,877	$	3,499

Organic Net Revenues Change (non-GAAP)

		For the three months ended September 30, 2020
		(Successor)
	AS REPORTED	Acquisitions
	Net revenues	and completed	Foreign currency	Organic net
	change	divestitures, net (b)	translation (c)	revenues change (d)
Safety Services	(14.4 )%	-	-	(14.4 )%
Specialty Services	(1.7 )%	-	-	(1.7 )%
Industrial Services	(35.5 )%	(23.9 )%	-	(11.6 )%
Consolidated	(14.3 )%	(5.4)%	-	(8.9)%
		For the nine months ended September 30, 2020
		(Successor)
	AS REPORTED	Acquisitions
	Net revenues	and completed	Foreign currency	Organic net
	change	divestitures, net (b)	translation (c)	revenues change (d)
Safety Services	(10.7 )%	-	(0.1 )%	(10.6 )%
Specialty Services	(5.2 )%	-	-	(5.2 )%
Industrial Services	(30.1 )%	(17.6 )%	-	(12.5 )%
Consolidated	(12.9 )%	(4.0)%	(0.1 )%	(8.8)%

1. Adjustment to reflect the elimination of amounts related to businesses divested as of September 30, 2020 and classified as held-for-sale as of September 30, 2019.
2. Acquisitions include pre-acquisition net revenues in their respective years of acquisition for non-bolt-on acquisitions. Completed divestitures exclude net revenues for all periods for the Company's businesses divested at September 30, 2020.
3. Represents the effect of foreign currency on reported net revenues, calculated as the difference between the reported net revenues for the year and the prior year local currency net revenues converted at the prior year

average monthly exchange rates (excluding acquisitions and divestitures).

25

1. Organic net revenues change provides a consistent basis for a year-over-year comparison in net revenues as it excludes the impacts of acquisitions, completed divestitures, and the impact of changes due to foreign currency

translation.

APi Group Corporation

Reconciliation of NonReconciliations-GAAPof GAAPFinancialto Non-GAAPMeasuresFinancial Measures (Cont'd)

Gross profit and adjusted gross profit (non-GAAP)

(Amounts in millions)

(Unaudited) Gross Profit and Adjusted Gross Profit (non-GAAP)

($ in millions)

BUILDING GREAT LEADERS

		For the three months ended September 30,		For the nine months ended September 30,
		2020			2019		2020		2019
		(Successor)			(Predecessor)		(Successor)		(Predecessor)
Gross profit (as reported)		$	222	$	233	$	558	$	604
Adjustments to reconcile gross profit to adjusted gross
profit:
Divested businesses	(a)		-		4		(1 )		(4 )
Backlog amortization	(b)		6		-		51		-
Depreciation remeasurement	(c)		4		1		15		2
Adjusted gross profit		$	232	$	238	$	623	$	602
Adjusted net revenues	(d)	$	953	$	1,046	$	2,622	$	2,877
Adjusted gross margin			24.3 %		22.8 %		23.8 %		20.9 %

1. Adjustment to reflect the elimination of amounts related to businesses divested as of September 30, 2020 and classified as held-for-sale as of September 30, 2019.
2. Adjustment to reflect the addback of amortization expense related to backlog intangibles assets. Amortization for the three months and nine months ended September 30, 2020 includes the reversal of $12 million of

amortization expense for remeasurements related to finalization of purchase accounting recorded during the three months ended September 30, 2020, which related to prior periods.

c) Adjustment to reflect annualized depreciation expense of $60 million, which is approximately equivalent to medium to long-term cash capital expenditures, and excludes a portion of depreciation arising from purchase26 accounting step up to fair value of property and equipment.

1. Adjusted net revenues derived from non-GAAP reconciliations included elsewhere in this presentation.

Reconciliation of

($ in millions)

APi Group Corporation	(Cont'd)
NonReconciliations-GAAPof GAAPFinancialto Non-GAAPMeasuresFinancial Measures
SG&A and Adjusted SG&A (non-GAAP)
(Amounts in millions)
(Unaudited)
SG&A and Adjusted SG&A (non-GAAP)

BUILDING GREAT LEADERS

		For the three months ended September 30,		For the nine months ended September 30,
		2020		2019		2020		2019
		(Successor)		(Predecessor)		(Successor)		(Predecessor)
Selling, general and administrative expenses ("SG&A")	$	171	$	208	$	506	$	490
(as reported)
Adjustments to reconcile SG&A to adjusted SG&A:
Divested businesses	(a)	-		(22 )		(2 )		(28 )
Contingent consideration and compensation	(b)	(3 )		10		-		1
Amortization of intangible assets	(c)	(25 )		(8 )		(83 )		(26 )
Depreciation remeasurement	(d)	(1 )		(2 )		(2 )		(5 )
Business process transformation costs	(e)	(3 )		-		(7 )		-
Public company registration, listing and compliance	(f)	-		-		(5 )		-
Acquisition expenses	(g)	(2 )		(5 )		(2 )		(5 )
COVID-19 severance costs at non-U.S. subsidiaries	(h)	-		-		(1 )		-
Share-based compensation costs	(i)	-		(37 )		-		(37 )
Expenses related to prior ownership	(j)	-		(11 )		-		(18 )
Adjusted SG&A expenses	$	137	$	133	$	404	$	372
Adjusted net revenues	(k) $	953	$	1,046	$	2,622	$	2,877
Adjusted SG&A as a percentage of adjusted net revenues		14.4 %		12.7 %		15.4 %		12.9 %

1. Adjustment to reflect the elimination of amounts related to businesses divested as of September 30, 2020 and classified as held-for-sale as of September 30, 2019.
2. Adjustment to reflect the elimination of expense attributable to deferred consideration to prior owners of acquired businesses not expected to continue or recur.
3. Adjustment to reflect the addback of amortization expense. Amortization for the three months and nine months ended September 30, 2020 includes the reversal of $3 million of amortization expense for remeasurements related to finalization of purchase accounting recorded during the three months ended September 30, 2020, which related to prior periods.
4. Adjustment to reflect annualized depreciation expense of $60 million, which is approximately equivalent to medium to long-term cash capital expenditures, and excludes a portion of depreciation arising from purchase accounting step up to fair value of property and equipment.
5. Adjustment to reflect the elimination of costs related to business process transformation.
6. Adjustment to reflect the elimination of costs relating to public company registration, listing and compliance.
7. Adjustment to reflect the elimination of acquisition-related expenses.
8. Adjustment to reflect the elimination of severance costs at non-U.S. subsidiaries related to COVID-19.

i)	Adjustment to reflect the elimination of non-cash,share-based compensation costs, primarily including equity-based compensation related to prior ownership.	27

1. Adjustment to reflect the elimination of expense under prior ownership not expected to continue or recur following the APi Acquisition.
2. Adjusted net revenues derived from non-GAAP reconciliations included elsewhere in this presentation.

BUILDING GREAT LEADERS

Reconciliation of Non-GAAP Financial Measures (Cont'd)

Income (Loss) before Income Tax, Net

APi Group Corporation Reconciliations of GAAP to Non-GAAPFinancial Measures Income (loss) before income tax, Net income (loss) and EPS and

Income (Loss)AdjustedandincomeEPSbeforeandincomeAdjustedtax, net income and IncomeEPS (non-GAAP)(Amounts in millions, except per share data)

(Unaudited)

before Income Tax, Net Income and EPS (non-GAAP)

($ in millions)

		For the three months ended September 30,		For the nine months ended September 30,
		2020		2019		2020		2019
		(Successor)		(Predecessor)		(Successor)		(Predecessor)
Income (loss) before income tax provision (as reported)	$	55	$	14	$	(166 )	$	93
Adjustments to reconcile income (loss) before income
tax provision to adjusted income (loss) before income
tax provision:
Divested businesses	(a)	-		26		6		24
Amortization of intangible assets	(b)	31		8		134		26
Depreciation remeasurement	(c)	5		2		17		7
Contingent consideration and compensation	(d)	3		(10 )		-		(1 )
Impairment of goodwill	(e)	(10 )		12		193		12
Business process transformation costs	(f)	3		-		7		-
Public company registration, listing and compliance	(g)	-		-		5		-
Acquisition expenses	(h)	2		5		2		5
COVID-19 relief at non-U.S. subsidiaries, net	(i)	(3 )		-		(6 )		-
Interest expense	(j)	-		(8 )		-		(24 )
Share-based compensation costs	(k)	-		37		-		37
Expenses related to prior ownership	(l)	-		11		-		18
Adjusted income before income tax provision	$	86	$	97	$	192	$	197

Income tax provision (benefit) (as reported)	$
Adjustments to reconcile income tax provision (benefit)
to adjusted income tax provision:
Income tax provision adjustment	(m)
Adjusted income tax provision	$
Adjusted income before income tax provision	$
Adjusted income tax provision
Adjusted net income	$
Diluted weighted average shares outstanding (as
reported)
Adjustments to reconcile diluted weighted average
shares outstanding to adjusted diluted weighted average
shares outstanding:
Dilutive impact of shares from GAAP net loss	(n)
Dilutive impact of Preferred Shares	(o)
Dilutive impact of shares issued in the APi	(p)
Acquisition
Adjusted diluted weighted average shares
outstanding
Adjusted diluted EPS	$

28	$	2	$	(35 )	$	7
(11 )		17		73		32
17	$	19	$	38	$	39
86	$	97	$	192	$	197
17		19		38		39
69	$	78	$	154	$	158
182		N/A		170		N/A
-		-		2		-
(4 )		-		4		-
-		174		-		174
178		174		176		174
0.39	$	0.45	$	0.88	$	0.91

1. Adjustment to reflect the elimination of amounts related to businesses divested as of September 30, 2020 and classified as held-for-sale as of September 30, 2019, inclusive of impairment charges and gain/(loss) on sale.
2. Adjustment to reflect the addback of pre-tax amortization expense related to intangibles assets. Amortization for the three months and nine months ended September 30, 2020 includes the reversal of $15 million of amortization expense for remeasurements recorded during the three months ended September 30, 2020, which related to prior periods.
3. Adjustment to reflect annualized depreciation expense of $60 million, which is approximately equivalent to medium to long-term cash capital expenditures, and excludes a portion of depreciation arising from purchase accounting step up to fair value of property and equipment.
4. Adjustment to reflect the elimination of expense attributable to deferred consideration to prior owners of acquired businesses not expected to continue or recur.
5. Adjustment to reflect the elimination of non-cash impairment charges (or reversals) related to goodwill. For the three months ended September 30, 2020 the reversal is related to the finalization of purchase accounting.
6. Adjustment to reflect the elimination of costs related to business process transformation.
7. Adjustment to reflect the elimination of costs relating to public company registration, listing and compliance.
8. Adjustment to reflect the elimination of acquisition-related expenses.
9. Adjustment to reflect the elimination of miscellaneous income related to COVID-19 relief, net of severance costs, at our non-U.S. subsidiaries.
10. Adjustment to reflect an increase in pre-tax interest expense of $13 million and $39 million for the three-month and nine-month periods related to the $1.2 billion Term Loan at a rate of 4.29% issued in connection with the APi Acquisition and $2 million and $5 million for the three-month and nine-month periods related to pre-tax amortization of debt issuance costs and commitment fees, partially offset by elimination of $7 million and $19 million for the three-month and nine-month periods related to pre-tax interest expense related to the Predecessor's Term Loan and Revolving Credit Facility.
11. Adjustment to reflect the elimination of non-cash,share-based compensation costs, primarily including equity-based compensation related to prior ownership.
12. Adjustment to reflect the elimination of expense under prior ownership not expected to continue or recur following the APi Acquisition.
13. Adjustment to reflect an adjusted effective tax rate of 20% (taking into consideration the tax benefits associated with the realization of accelerated depreciation attributable to the approximately $350 million tax asset acquired with the APi Acquisition) applied to resulting adjusted pre-tax income inclusive of the adjustments shown above.

n)

Adjustment to add the dilutive impact of options, RSUs, and warrants which were anti-dilutive and excluded from the diluted weighted average shares outstanding (as reported).

28

1. Adjustment for the three and nine months ended September 30, 2020 reflects addition of the GAAP dilutive impact of 4 million shares associated with the deemed conversion of Preferred Shares. Adjustment for the three months ended September 30, 2020 is offset by the elimination of 8 million shares reflecting the dilutive effect of the Preferred Share dividend as the dividend is contingent upon the share price the last ten days of the calendar year and was not earned as of September 30, 2020.
2. Adjustment to reflect the diluted weighted average shares outstanding as if the APi Acquisition had occurred on January 1, 2019. Excludes 64.5 million warrants outstanding at October 1, 2019, which are exercisable at a price of $11.50 per share for a total of 21.5 million ordinary shares.

APi Group Corporation

BUILDING GREAT LEADERS

Reconciliation of NonReconciliations-GAAPofFinancialGAAP to Non-GAAPMeasuresFinancial Measures (Cont'd) Free cash flow and adjusted free cash flow and conversion (non-GAAP)

(Amounts in millions)

(Unaudited)

Free Cash Flow and Adjusted Free Cash Flow and Conversion (non-GAAP)

($ in millions)

				For the nine months ended September 30,
	2020				2019
				(Successor)						(Predecessor)
Net cash provided by operating activities (as reported)	$		329			$			145
Less: Purchases of property and equipment					(24	)					(53	)
Free cash flow	$		305			$			92
Add (deduct): Cash payments (sources) related to following items:
Businesses divested	(a)	(4)					(9)
Contingent consideration and compensation	(b)				18						1
Business process transformation costs	(c)	7						-
Public company registration, listing and compliance	(d)				5						-
Potential and completed acquisitions expenses	(e)	2						5
COVID-19 relief at non-U.S. subsidiaries, net	(f)				(6	)					-
Payroll tax deferral	(g)	(26)					-
Expenses related to prior ownership	(h)				-						18
Adjusted free cash flow	$		301			$			107
Adjusted EBITDA	(i) $	278			$			285
Adjusted free cash flow conversion					108.3	%					37.5	%

1. Adjustment to reflect the elimination of operating cash and purchases of property and equipment related to businesses divested as of September 30, 2020 and classified as held-for-sale as of September 30, 2019.
2. Adjustment to reflect the elimination of expenses attributable to deferred consideration to prior owners of acquired businesses not expected to continue or recur.
3. Adjustment to reflect the elimination of operating cash used for business process transformation costs.
4. Adjustment to reflect the elimination of operating cash used for public company registration, listing and compliance costs.
5. Adjustment to reflect the elimination of acquisition-related costs.
6. Adjustment to reflect the elimination of cash received for COVID-19 relief, net of severance costs paid, at our non-US subsidiaries not expected to continue or recur.
7. Adjustment reflects the elimination of operating cash for the impact of the Coronavirus Aid, Relief and Economic Security (CARES) Act. During the first quarter of 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act was passed, allowing the Company to defer the payment of the employer's share of Social Security taxes until December 2021 and December 2022.

h)	Adjustment to reflect the elimination of operating cash used for prior ownership expense not expected to continue or recur following the APi Acquisition.	29
i)	Adjusted EBITDA derived from non-GAAP reconciliation included elsewhere in this presentation.

BUILDING GREAT LEADERS

Reconciliation of Non-GAAPAPiFinancialGroupCorporationMeasures (Cont'd)

Reconciliations of GAAP to Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA (non-GAAP)

(Amounts in millions)

EBITDA and Adjusted EBITDA (non-GAAP)
		(Unaudited)
($ in millions)
		For the three months ended September 30,		For the nine months ended September 30,
		2020		2019		2020		2019
		(Successor)		(Predecessor)		(Successor)		(Predecessor)
Net income (loss) (as reported)	$	27	$	12	$	(131 )	$	86
Adjustments to reconcile net income (loss) to EBITDA:
Interest expense, net		13		7		41		20
Income tax provision		28		2		(35 )		7
Depreciation and amortization		52		27		196		78
EBITDA	$	120	$	48	$	71	$	191
Adjustments to reconcile EBITDA to adjusted EBITDA:
Divested businesses	(a)	-		25		6		23
Contingent consideration and compensation	(b)	3		(10 )		-		(1 )
Impairment of goodwill	(c)	(10 )		12		193		12
Business process transformation costs	(d)	3		-		7		-
Public company registration, listing and compliance	(e)	-		-		5		-
Acquisition expenses	(f)	2		5		2		5
COVID-19 relief at non-U.S. subsidiaries, net	(g)	(3 )		-		(6 )		-
Share-based compensation costs	(h)	-		37		-		37
Expenses related to prior ownership	(i)	-		11		-		18
Adjusted EBITDA	$	115	$	128	$	278	$	285
Adjusted net revenues	(j) $	953	$	1,046	$	2,622	$	2,877
Adjusted EBITDA as a percentage of adjusted net		12.1 %		12.2 %		10.6 %		9.9 %
revenues

1. Adjustment to reflect the elimination of amounts related to businesses divested as of September 30, 2020 and classified as held-for-sale as of September 30, 2019, inclusive of impairment charges and gain/(loss) on sale.
2. Adjustment to reflect the elimination of expense attributable to deferred consideration to prior owners of acquired businesses not expected to continue or recur.
3. Adjustment to reflect the elimination of non-cash impairment charges (or reversals) related to goodwill. For the three months ended September 30, 2020 the reversal is related to the finalization of purchase accounting.
4. Adjustment to reflect the elimination of costs related to business process transformation.
5. Adjustment to reflect the elimination of costs relating to public company registration, listing and compliance.
6. Adjustment to reflect the elimination of acquisition-related expenses.
7. Adjustment to reflect the elimination of miscellaneous income related to COVID-19 relief, net of severance costs, at our non-U.S. subsidiaries.

h)	Adjustment to reflect the elimination of non-cash,share-based compensation costs, primarily including equity-based compensation related to prior ownership.	30
i)	Adjustment to reflect the elimination of expense under prior ownership not expected to continue or recur following the APi Acquisition.
j)	Adjusted net revenues derived from non-GAAP reconciliations included elsewhere in this presentation.

BUILDING GREAT LEADERS

Reconciliation of Non-GAAP Financial Measures (Cont'd)

EBITDA and Adjusted EBITDA (non-GAAP)

($ in millions)	Period from	AS ADJUSTED
Year ended	January 1, 2019 to	Year ended
December 31, 2019	September 30, 2019	December 31, 2019

Net income (loss) as reported	$
Adjustments to reconcile to net income (loss)
Interest expense, net
Income tax provision
Depreciation and amortization
EBITDA	$
Adjustments to reconcile EBITDA to adjusted EBITDA:
Businesses classified as held-for-sale	(a)
Impairment of goodwill, intangibles and long-lived assets	(b)
Share-based compensation costs	(c)
Potential and completed acquisitions expenses	(d)
Expenses related to prior ownership	(e)
Public company registration, listing and compliance	(f)
Investment income	(g)
Adjusted EBITDA	$
Adjusted net revenues
Adjusted EBITDA as a percentage of adjusted net revenues

(Successor)		(Predecessor)
(153)	$	86
15		20
2		7
69		78
(67)	$	191	$	124
1		23
-		12
156		37
21		4
-		18
17		-
(20)		-
108	$	285	$	393
			$	3,802
				10.3%

1. Adjustment to reflect the elimination of amounts related to businesses classified as held-for-sale as of December 31, 2019.
2. Adjustment to reflect the elimination of non-cash impairment charges related to goodwill and intangibles attributable to one of the Predecessor's acquired business during the period from January 1, 2019 to September 30, 2019.
3. Adjustment to reflect the elimination of non-cash,share-based compensation costs, primarily including equity-based compensation related to prior ownership.
4. Adjustment to reflect the elimination of contingent consideration related to acquired businesses, transaction expenses associated with the APi Acquisition and other potential and completed acquisition-related costs.

e)	Adjustment to reflect the elimination of charges and costs under prior ownership not expected to continue or recur following the APi Acquisition.	31
f)	Adjustment to reflect the elimination of costs relating to public company registration, listing and compliance.
g)	Adjustment to reflect the elimination of APG investment income prior to the APi Acquisition that is not expected to recur. Cash from these investments was used to fund a portion of the cash consideration for the APi Acquisition.

APi Group Corporation

BUILDING GREAT LEADERS

Reconciliation of NonReconciliations-GAAPofFinancialGAAP to Non-GAAPMeasuresFinancial Measures (Cont'd) Adjusted Segment Financial Information (non-GAAP)

(Amounts in millions)

	Adjusted Segment Financial Information (non-GAAP)
				(Unaudited)
($ in millions)		For the three months ended September 30, 2020		For the three months ended September 30, 2019
		As Reported		Adjustments		As Adjusted		As Reported		Adjustments		As Adjusted
Safety Services		(Successor)					(Predecessor)
Net revenues	$	404	$	-	$	404	$	472	$	-	$	472
Cost of revenues		292		(20 )	(b)	272		330		-		330
Gross profit	$	112	$	20	$	132	$	142	$	-	$	142
Gross margin		27.7 %				32.7 %		30.1 %				30.1 %
Specialty Services
Net revenues	$	400	$	-	$	400	$	407	$	-	$	407
Cost of revenues		323		6	(b)	325		335		(2 )	(c)	333
				(4 )	(c)
Gross profit	$	77	$	(2 )	$	75	$	72	$	2	$	74
Gross margin		19.3 %				18.8 %		17.7 %				18.2 %
Industrial Services
Net revenues	$	158	$	(5 )	(a) $	153	$	245	$	(72 )	(a) $	173
Cost of revenues		125		(5 )	(a)	128		226		(76 )	(a)	151
				8	(b)					1	(c)
Gross profit	$	33	$	(8 )	$	25	$	19	$	3	$	22
Gross margin		20.9 %				16.3 %		7.8 %				12.7 %
Corporate and Eliminations
Net revenues	$	(4 )	$	-	$	(4 )	$	(6 )	$	-	$	(6 )
Cost of revenues		(4 )		-		(4 )		(6 )		-		(6 )
Total Consolidated
Net revenues	$	958	$	(5 )	(a) $	953	$	1,118	$	(72 )	(a) $	1,046
Cost of revenues		736		(5 )	(a)	721		885		(76 )	(a)	808
				(6 )	(b)					(1 )	(c)
				(4 )	(c)
Gross profit	$	222	$	10	$	232	$	233	$	5	$	238
Gross margin		23.2 %				24.3 %		20.8 %				22.8 %

1. Adjustment to reflect the elimination of amounts related to businesses divested as of September 30, 2020 and classified as held-for-sale as of September 30, 2019.

b) Adjustment to reflect the addback of amortization expense related to backlog intangible assets.	32

1. Adjustment to reflect annualized depreciation expense of $60 million, which is approximately equivalent to medium to long-term cash capital expenditures, and excludes a portion of depreciation arising from purchase accounting step up to fair value of plant and equipment.

APi Group Corporation

BUILDING GREAT LEADERS

Reconciliation of NonReconciliations-GAAPofFinancialGAAP to Non-GAAPMeasuresFinancial Measures (Cont'd) Adjusted Segment Financial Information (non-GAAP)

(Amounts in millions)

Adjusted Segment Financial(Unaudited)Information (non-GAAP)

($ in millions)

		For the nine months ended September 30, 2020		For the nine months ended September 30, 2019
		As Reported		Adjustments		As Adjusted		As Reported		Adjustments		As Adjusted
Safety Services		(Successor)					(Predecessor)
Net revenues	$	1,199	$	-	$	1,199	$	1,342	$	-	$	1,342
Cost of revenues		861		(41 )	(b)	820		944		(1 )	(c)	943
Gross profit	$	338	$	41	$	379	$	398	$	1	$	399
Gross margin		28.2 %				31.6 %		29.7 %				29.7 %
Specialty Services
Net revenues	$	1,049	$	-	$	1,049	$	1,107	$	-	$	1,107
Cost of revenues		894		(10 )	(b)	870		939		(6 )	(c)	933
				(14 )	(c)
Gross profit	$	155	$	24	$	179	$	168	$	6	$	174
Gross margin		14.8 %				17.1 %		15.2 %				15.7 %
Industrial Services
Net revenues	$	468	$	(83 )	(a) $	385	$	670	$	(230 )	(a) $	440
Cost of revenues		403		(82 )	(a)	320		632		(226 )	(a)	411
				-	(b)					5	(c)
				(1 )	(c)
Gross profit	$	65	$	-	$	65	$	38	$	(9 )	$	29
Gross margin		13.9 %				16.9 %		5.7 %				6.6 %
Corporate and Eliminations
Net revenues	$	(11 )	$	-	$	(11 )	$	(12 )	$	-	$	(12 )
Cost of revenues		(11 )		-		(11 )		(12 )		-		(12 )
Total Consolidated
Net revenues	$	2,705	$	(83 )	(a) $	2,622	$	3,107	$	(230 )	(a) $	2,877
Cost of revenues		2,147		(82 )	(a)	1,999		2,503		(226 )	(a)	2,275
				(51 )	(b)					(2 )	(c)
				(15 )	(c)
Gross profit	$	558	$	65	$	623	$	604	$	(2 )	$	602
Gross margin		20.6 %				23.8 %		19.4 %				20.9 %

1. Adjustment to reflect the elimination of amounts related to businesses divested as of September 30, 2020 and classified as held-for-sale as of September 30, 2019.

b) Adjustment to reflect the addback of amortization expense related to backlog intangible assets.	33

1. Adjustment to reflect annualized depreciation expense of $60 million, which is approximately equivalent to medium to long-term cash capital expenditures, and excludes a portion of depreciation arising from purchase accounting step up to fair value of plant and equipment.

BUILDING GREAT LEADERS

Reconciliation of Non-GAAP Financial Measures (Cont'd)

Adjusted Segment Financial Information (non-GAAP)

($ in millions)				For the year ended December 31, 2019
		AS REPORTED		AS REPORTED					AS ADJUSTED
		Year ended		January 1, 2019 to					Year ended
		December 31, 2019		September 30, 2019		Adjustments			December 31, 2019
Safety Services		(Successor)		(Predecessor)
Net revenues	$	435	$	1,342	$	-		$	1,777
Cost of revenues		310		944		(10)	(a)		1,243
						(1)	(c)
Gross profit	$	125	$	398	$	11		$	534
Gross profit as a percentage of net revenues		28.7%		29.7%					30.1%
Specialty Services
Net revenues	$	386	$	1,107	$	-		$	1,493
Cost of revenues		324		939		(8)	(a)		1,247
						(8)	(c)
Gross profit	$	62	$	168	$	16		$	246
Gross profit as a percentage of net revenues		16.1%		15.2%					16.5%
Industrial Services
Net revenues	$	167	$	670	$	(290)	(b)	$	547
Cost of revenues		156		632		(283)	(b)		507
						(4)	(a)
						6	(c)
Gross profit	$	11	$	38	$	(9)		$	40
Gross profit as a percentage of net revenues		6.6%		5.7%					7.3%
Corporate and Eliminations
Net revenues	$	(3)	$	(12)	$	-		$	(15)
Cost of revenues		(3)		(12)		-			(15)
Total Consolidated
Net revenues	$	985	$	3,107	$	(290)	(b)	$	3,802
Cost of revenues		787		2,503		(283)	(b)		2,982
						(22)	(a)
						(3)	(c)
Gross profit	$	198	$	604	$	18		$	820
Gross profit as a percentage of net revenues		20.1%		19.4%					21.6%

a)	Adjustment to reflect the addback of amortization expense related to the backlog intangibles assets.
b)	Adjustment to reflect the elimination of amounts related to businesses classified as held-for-sale as of December 31, 2019.	34

1. Adjustment to reflect annualized depreciation expense of $60 million, an amount approximately equivalent to medium to long-term cash capital expenditures, which excludes the portion of depreciation arising from purchase accounting step up to fair value of property and equipment.

BUILDING GREAT LEADERS

Reconciliation of Non-GAAP Financial Measures (Cont'd)

APi Group Corporation

Adjusted Segment Financial Information (non-GAAP)

Adjusted Segment Financial(Amounts in millions)Information (non-GAAP)

(Unaudited)

($ in millions)

Safety Services

Adjusted net revenues

Adjusted gross profit

Adjusted EBITDA

Adjusted gross margin

Adjusted EBITDA as a percentage of adjusted net revenues

	For the three months ended September 30,		For the nine months ended September 30,
	2020 (a)		2019 (a)		2020 (a)		2019 (a)
	(Successor)		(Predecessor)		(Successor)		(Predecessor)
$	404	$	472	$	1,199	$	1,342
	132		142		379		399
	65		61		165		174
	32.7 %		30.1 %		31.6 %		29.7 %
	16.1 %		12.9 %		13.8 %		13.0 %

Specialty Services
Adjusted net revenues	$	400	$	407	$	1,049	$	1,107
Adjusted gross profit		75		74		179		174
Adjusted EBITDA		57		61		126		124
Adjusted gross margin		18.8 %		18.2 %		17.1 %		15.7 %
Adjusted EBITDA as a percentage of adjusted net		14.3 %		15.0 %		12.0 %		11.2 %
revenues

Industrial Services

Adjusted net revenues

Adjusted gross profit

Adjusted EBITDA

Adjusted gross margin

Adjusted EBITDA as a percentage of adjusted net revenues

Total adjusted net revenues before corporate and eliminations

Total adjusted EBITDA before corporate and eliminations

Adjusted EBITDA as a percentage of adjusted net revenues before corporate and eliminations

Corporate and Eliminations

Adjusted net revenues

Adjusted EBITDA

Total Consolidated

Adjusted net revenues

Adjusted gross profit

Adjusted EBITDA

Adjusted gross margin

Adjusted EBITDA as a percentage of adjusted net revenues

$	153	$	173	$	385	$	440
	25		22		65		29
	22		17		53		24
	16.3 %		12.7 %		16.9 %		6.6 %
	14.4 %		9.8 %		13.8 %		5.5 %
$	957	$	1,052	$	2,633	$	2,889
	144		139		344		322
	15.0 %		13.2 %		13.1 %		11.1 %
$	(4 )	$	(6 )	$	(11 )	$	(12 )
	(29 )		(11 )		(66 )		(37 )
$	953	$	1,046	$	2,622	$	2,877
	232		238		623		602
	115		128		278		285
	24.3 %		22.8 %		23.8 %		20.9 %
	12.1 %		12.2 %		10.6 %		9.9 %	35

1. Information based on non-GAAP reconciliations included in this presentation.

BUILDING GREAT LEADERS

Reconciliation of Non-GAAP FinancialAPi Group CorporationMeasures (Cont'd)

Reconciliations of GAAP to Non-GAAP Financial Measures

Adjusted Segment Financial Information (non-GAAP)

(Amounts in millions)

Adjusted Segment Financial(Unaudited)Information (non-GAAP)

($ in millions)

Safety Services
Safety Services EBITDA	$
Adjustments to reconcile EBITDA to adjusted EBITDA:
Contingent consideration and compensation	(a)
Impairment of goodwill	(b)
Share-based compensation costs	(c)
COVID-19 relief at non-U.S. subsidiaries, net	(d)
Expenses related to prior ownership	(e)
Safety Services adjusted EBITDA	$
Specialty Services
Specialty Services EBITDA	$
Adjustments to reconcile EBITDA to adjusted EBITDA:
Contingent consideration and compensation	(a)
Impairment of goodwill	(b)
Expenses related to prior ownership	(e)
Specialty Services adjusted EBITDA	$
Industrial Services
Industrial Services EBITDA	$
Adjustments to reconcile EBITDA to adjusted EBITDA:
Divested businesses	(f)
Contingent consideration and compensation	(a)
Impairment of goodwill	(b)
Industrial Services adjusted EBITDA	$
Corporate and Eliminations
Corporate and eliminations EBITDA	$
Adjustments to reconcile EBITDA to adjusted EBITDA:
Business process transformation	(g)
Public company registration, listing and compliance	(h)
Divested businesses	(f)
Contingent consideration and compensation	(a)
Share-based compensation costs	(c)
Acquisition expenses	(i)
Expenses related to prior ownership	(e)
Corporate and Eliminations adjusted EBITDA	$

For the three months ended September 30,		For the nine months ended September 30,
2020		2019		2020		2019
(Successor)		(Predecessor)		(Successor)		(Predecessor)
17	$	58	$	84	$	170
2		(1 )		4		-
49		-		83		-
-		2		-		2
(3 )		-		(6 )		-
-		2		-		2
65	$	61	$	165	$	174
126	$	53	$	80	$	111
(1 )		(5 )		(6 )		-
(68 )		12		52		12
-		1		-		1
57	$	61	$	126	$	124
13	$	15	$	(11 )	$	21
(1 )		6		5		4
1		(4 )		1		(1 )
9		-		58		-
22	$	17	$	53	$	24
(36 )	$	(78 )	$	(82 )	$	(111 )
3		-		7		-
-		-		5		-
1		19		1		19
1		-		1		-
-		35		-		35
2		5		2		5
-		8		-		15
(29 )	$	(11 )	$	(66 )	$	(37 )

1. Adjustment to reflect the elimination of expense attributable to deferred consideration to prior owners of acquired businesses not expected to continue or recur.
2. Adjustment to reflect the elimination of non-cash impairment charges (or reversals) related to goodwill. For the three months ended September 30, 2020 the reversal is related to the finalization of purchase accounting.
3. Adjustment to reflect the elimination of non-cash,share-based compensation costs, primarily including equity-based compensation related to prior ownership.
4. Adjustment to reflect the elimination of miscellaneous income related to COVID-19 relief, net of severance costs, at our non-U.S. subsidiaries.
5. Adjustment to reflect the elimination of costs under prior ownership not expected to continue or recur following the APi Acquisition.
6. Adjustment to reflect the elimination of amounts related to businesses divested as of September 30, 2020 and classified as held-for-sale as of September 30, 2019, inclusive of impairment charges and gain/(loss) on sale.

g) Adjustment to reflect the elimination of costs related to business process transformation.

36

1. Adjustment to reflect the elimination of costs relating to public company registration, listing and compliance.
2. Adjustment to reflect the elimination of acquisition-related expenses.

BUILDING GREAT LEADERS

Reconciliation of Non-GAAP Financial Measures (Cont'd)

Adjusted Segment Financial Information (non-GAAP)

($ in millions)					Period from			AS ADJUSTED
			Year ended		January 1, 2019 to		Year ended
			December 31, 2019		September 30, 2019		December 31, 2019
			(Successor)		(Predecessor)
Safety Services
Safety Services EBITDA	$	59	$	170
Adjustments to reconcile EBITDA to adjusted EBITDA:
Share-based compensation costs	(a)	-		2
Expenses related to prior ownership	(b)			2
Potential and completed acquisitions expenses	(d)	-		-
Safety Services adjusted EBITDA	$	59	$	174	$	233
Specialty Services
Specialty Services EBITDA	$	50	$	111
Adjustments to reconcile EBITDA to adjusted EBITDA:
Impairment of goodwill, intangibles and long-lived assets	(c)	-		12
Potential and completed acquisitions expenses	(d)	-		-
Expenses related to prior ownership	(b)	-		1
Specialty Services adjusted EBITDA	$	50	$	124	$	174
Industrial Services
Industrial Services EBITDA	$	9	$	21
Adjustments to reconcile EBITDA to adjusted EBITDA:
Businesses classified as held-for-sale	(e)	1		4
Potential and completed acquisitions expenses	(d)	2		(1)
Industrial Services adjusted EBITDA	$	12	$	24	$	36

1. Adjustment to reflect the elimination of non-cash,equity-based compensation related to prior ownership.
2. Adjustment to reflect the elimination of charges and costs under prior ownership not expected to continue or recur following the APi Acquisition.

c)	Adjustment to reflect the elimination of non-cash impairment charges related to goodwill and intangibles attributable to one of the Predecessor's business during the period from January 1, 2019 to September 30, 2019.	37
d)	Adjustment to reflect the elimination of potential and completed acquisition-related costs.
e)	Adjustment to reflect the elimination of amounts related to businesses classified as held-for-sale as of December 31, 2019.

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email: [e-mail]

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