UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 10-K
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended October 31 , 2024
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 1-8929
(Exact name of registrant as specified in its charter)
 | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
__________________________
(Address of principal executive offices)
(212 ) 297-0200
(Registrant’s telephone number, including area code)
__________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
__________________________
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
Aggregate market value of the registrant’s common stock held by non-affiliates of the registrant, based upon the closing price of a share of the registrant’s common stock on April 30, 2024, as reported on the New York Stock Exchange on that date: $2,696,443,170
Number of shares of the registrant’s common stock outstanding as of December 18, 2024: 62,203,371
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DOCUMENTS INCORPORATED BY REFERENCE
ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K for ABM Industries Incorporated and its subsidiaries (collectively referred to as “ABM,” “we,” “us,” “our,” or the “Company”) contains both historical and forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. We make forward-looking statements related to future expectations, estimates, and projections that are uncertain and often contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “outlook,” “plan,” “predict,” “should,” “target,” or other similar words or phrases. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and assumptions that are difficult to predict. Factors that might cause such differences include, but are not limited to, those discussed in Part 1 of this Form 10-K under Item 1A., “Risk Factors,” and we urge readers to consider these risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
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PART I
ITEM 1. BUSINESS.
General
ABM Industries Incorporated, which operates through its subsidiaries (collectively referred to as “ABM,” “we,” “us,” “our,” or the “Company”), is a leading provider of integrated facility, infrastructure, and mobility solutions with a mission to make a difference, every person, every day. Our history dates back to 1909, when American Building Maintenance Company began as a window washing company in San Francisco with one employee. In 1985, we were incorporated in Delaware under the name American Building Maintenance Industries, Inc., as the successor to the business originally founded in 1909. In 1994, we changed our name to ABM Industries Incorporated. Since that time, we have grown into a multi-segment facility solutions company, primarily through strategic acquisitions and new service offerings, increasing our revenue to more than $8.0 billion.
The acquisitions of OneSource and Linc Group in the early 2000s established ABM as a leader in the commercial janitorial market and also enhanced our ability to be a full-service facility solutions provider with new service offerings, including lighting, mechanical, and electrical “technical solutions.” With demand increasing for industry-specific service providers, the acquisition of Air Serv established “Aviation” as our first industry group. In recent years, we have strategically acquired companies in the United Kingdom (“UK”) and the Republic of Ireland (“Ireland”), which expanded our janitorial and technical solutions businesses overseas.
In 2015, we began a comprehensive transformational initiative (“2020 Vision”) to drive long-term, profitable growth through an industry-based, go-to-market approach. Through this initiative, we centralized key functional areas and industry groups, strengthened our sales capabilities, and initiated investments in service delivery tools and processes to help support standard operating practices that we believe remain foundational to our long-term success.
As part of the transformation initiative, we also evaluated all of our service offerings and sold our Security and Government Services businesses, which did not align with our long-term focus on specialized industry groups.
In 2017, we acquired GCA Services Group (“GCA”), a provider of integrated facility services to educational institutions and commercial facilities, for approximately $1.3 billion, representing the largest acquisition in ABM history. The acquisition accelerated the Company’s position as a leading facility solutions provider in the education market.
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In 2021, we acquired Crown Building Maintenance Co. and Crown Energy Services, Inc. (collectively, “Able”), a leading facilities services company headquartered in San Francisco, California, with the goal to provide additional scaling to the Company’s core businesses and key geographies and bolstering ABM’s janitorial and facilities services service lines. In addition, the acquisition of Able further expanded ABM’s sustainability and energy efficiency offerings amid growing demand for environmentally responsible solutions.
In 2022, we acquired RavenVolt, Inc. (“RavenVolt”), a leading nationwide provider of advanced turn-key microgrid systems utilized by diversified commercial and industrial customers, national retailers, utilities, and municipalities. A complementary extension of ABM’s Technical Solutions service offerings, the addition of RavenVolt enhanced ABM’s position as a market leader in electric vehicle (“EV”) charging infrastructure, power, and bundled energy solutions.
In 2022, we acquired Momentum Support (“Momentum”), a leading independent provider of facility services, primarily janitorial, across Ireland and Northern Ireland. The addition of Momentum provided greater access to Momentum’s blue-chip customer base as well as an opportunity to cross sell ABM services to existing U.S.- and UK-based clients who also have an operational footprint in Ireland and Northern Ireland.
In 2024, we acquired Quality Uptime Services, Inc. (“Quality Uptime”), an independent uninterrupted power supply system (“UPS”) maintenance company providing customized preventive and emergency service programs for mission-critical data centers and other facilities across the United States. With the addition of Quality Uptime, we will offer comprehensive and complementary critical infrastructure solutions for data centers and similar crucial facilities, including electrical testing, electrical switchgear maintenance, breaker testing, UPS service and maintenance, and battery and power distribution unit service and maintenance.
The above acquisitions and divestitures we’ve made since 2015 largely reflect strategies first introduced in our 2020 Vision initiative and also strategies included in our follow-on launched strategic plan called ELEVATE, which was introduced in 2021 and is described below.
As a result of these strategic initiatives and investments, we have strengthened our ability to offer janitorial, engineering, parking and eMobility, infrastructure, electrical, lighting and energy solutions, HVAC and mechanical services, landscaping and turf services, and mission critical solutions across aviation, education, manufacturing and distribution, and commercial business industries, on a standalone basis or in combination, and have positioned ourselves as a leading integrated facilities management company.
Unless otherwise indicated, all references to years are to our fiscal year, which ends on October 31.
Forward-Looking Strategic Plan
Leveraging the various accomplishments achieved through 2020 Vision, the Company embarked on the next step of its journey in 2021 with a multiyear strategic plan called ELEVATE. The ELEVATE strategy is designed to strengthen our industry leadership position through end-market repositioning and building on our core services, which we expect together will drive significant long-term value for our stakeholders.
We will continue to make significant investments over the life of the program, which are expected to total $200 - $215 million, and we will continue to implement various measures with the aim to ELEVATE:
•the client experience, by serving as a trusted advisor who can provide innovative multiservice solutions and consistent service delivery;
•the team member experience, by investing in workforce management, training, developing the next generation of ABM leaders, and building on our inclusive culture; and
•our use of technology and data to power client and employee experiences with cutting-edge data and analytics, processes, and tools that will fundamentally change how we operate our business.
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Contract Types
We generate revenues under several types of contracts, as explained below. Generally, the type of contract is determined by the nature of the services. Although many of our service agreements are cancelable on short notice, we have historically had a high rate of client retention and expect to continue maintaining long-term relationships with our clients. See Note 2, “Basis of Presentation and Significant Accounting Policies,” in the Notes to consolidated financial statements for additional information regarding the contract types that are most common in each of our service lines.
| Contract Type | Description | ||||
| Monthly Fixed-Price | These arrangements are contracts in which the client agrees to pay a fixed fee every month over a specified contract term. | ||||
| Square-Foot | Square-foot arrangements are contracts in which the client agrees to pay a fixed fee every month based on the actual square footage serviced over a specified contract term. | ||||
| Cost-Plus | These arrangements are contracts in which the clients reimburse us for the agreed-upon amount of wages and benefits, payroll taxes, insurance charges, and other expenses associated with the contracted work, plus a profit margin. | ||||
| Work Orders | Work orders generally consist of supplemental services requested by clients outside of the standard service specification and include cleanup after tenant moves, construction cleanup, flood cleanup, snow removal, and high touchpoint disinfecting services. | ||||
| Transaction-Price | These are arrangements in which customers are billed a fixed price for each transaction performed on a monthly basis (e.g., wheelchair passengers served or airplane cabins cleaned). | ||||
| Hourly | In hourly arrangements, the client is billed a fixed hourly rate for each labor hour provided. | ||||
| Management Reimbursement | Under these parking arrangements, we manage a parking facility for a management fee and pass through the revenue and expenses associated with the facility to the owner. | ||||
| Leased Location | Under these parking arrangements, we pay a fixed amount of rent plus a percentage of revenues derived from monthly and transient parkers to the property owner. We retain all revenues received and are responsible for most operating expenses incurred. | ||||
| Allowance | Under these parking arrangements, we are paid a fixed amount or hourly fee to provide parking services, and we are responsible for certain operating expenses, as specified in the contract. | ||||
| Energy Savings Contracts and Fixed-Price Repair and Refurbishment | Under these arrangements, we agree to develop, design, engineer, and construct various types of energy saving projects. Additionally, as part of bundled energy solutions arrangements, we guarantee the project will satisfy agreed-upon performance standards. The client agrees to pay us based on a predetermined contractual milestone schedule. | ||||
| Franchise | We franchise certain engineering services through individual and area franchises under the Linc Service and TEGG brands, which are part of ABM Technical Solutions. | ||||
Microgrid and Uninterrupted Power Supply Systems Installation | Under these arrangements, we provide electrical contracting services for energy-related products such as the installation of solar solutions, battery storage, distributed generation, UPS service and maintenance, battery and power distribution unit service and maintenance, and other specialized electric trades. The client agrees to pay us based on a predetermined contractual milestone schedule. | ||||
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Segment and Geographic Financial Information
Our current reportable segments consist of Business & Industry (“B&I”), Manufacturing & Distribution (“M&D”), Education, Aviation, and Technical Solutions. For segment and geographic financial information, see Note 17, “Segment and Geographic Information,” in the Notes to consolidated financial statements.
| REPORTABLE SEGMENTS AND DESCRIPTIONS | |||||
 | B&I, our largest reportable segment, encompasses janitorial, facilities engineering, and parking services for commercial real estate properties (including corporate offices for high-tech clients), sports and entertainment venues, and traditional hospitals and non-acute healthcare facilities. B&I also provides vehicle maintenance and other services to rental car providers. We typically provide these services pursuant to monthly fixed-price, square-foot, cost-plus, and parking arrangements (i.e., management reimbursement, leased location, or allowance) that are obtained through a competitive bid process as well as pursuant to work orders. | ||||
 | M&D provides integrated facility services, engineering, janitorial, and other specialized services to a variety of manufacturing, distribution, and data center facilities. We typically provide these services pursuant to monthly fixed-price, square-foot, and cost-plus, that are obtained through a competitive bid process as well as pursuant to work orders. One client accounted for approximately 31% of revenues for this segment in 2024. | ||||
 | Education delivers janitorial, custodial, landscaping and grounds, facilities engineering, and parking services for public school districts, private schools, colleges, and universities. These services are typically provided pursuant to monthly fixed-price, square-foot, and cost-plus arrangements that are obtained through either a competitive bid process or re-bid upon renewal as well as pursuant to work orders. | ||||
 | Aviation supports airlines and airports with services ranging from parking and janitorial to passenger assistance, catering logistics, air cabin maintenance, and transportation. We typically provide services to clients in this segment under master services agreements. These agreements are typically re-bid upon renewal and are generally structured as monthly fixed-price, square-foot, cost-plus, parking, transaction-price, and hourly arrangements. Two clients accounted for approximately 26% of revenues for this segment in 2024. | ||||
 | Technical Solutions specializes in facility infrastructure, mechanical and electrical services, EV power design, installation and maintenance, microgrid systems design, installation and maintenance, including uninterrupted power supply system and power distribution units. These services can also be leveraged for cross-selling across all of our industry groups, both domestically and internationally. Contracts for this segment are generally structured as electrical contracting services for energy related products such as the installation of solar solutions, battery storage, distributed generation, and other specialized electric trade. One client accounted for approximately 22% of revenues for this segment in 2024. | ||||
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Service Marks, Trademarks, and Trade Names
We hold various service marks, trademarks, and/or trade names, such as “ABM,” “ABM Building Value,” “ABM GreenCare,” “ABM EnhancedClean,” “ABM EnhancedFacility,” “Linc Service,” “TEGG,” “ABM Connect,” “ABMVantage,” and “RavenVolt,” which we deem important to our marketing activities, to our business, and, in some cases, to the franchising activities conducted by our Technical Solutions segment.
Dependence on Significant Client
No single client accounted for more than 10% of our consolidated revenues during 2024, 2023, or 2022.
Competition
We believe that each aspect of our business is highly competitive and that such competition is based primarily on price, quality of service, efficiency, and productivity enhancements, adapting to changing workplace conditions, and ability to anticipate and respond to industry changes. A majority of our revenue is derived from projects requiring competitive bids; however, an invitation to bid is often conditioned upon prior experience, industry expertise, and financial strength. The low cost of entry in the facility services business results in a very competitive market. We mainly compete with regional and local owner-operated companies that may have more acute vision into local markets and significantly lower labor and overhead costs, providing them with competitive advantages in those regards. We also compete indirectly with companies that can perform for themselves one or more of the services we provide.
Sales and Marketing
Our sales and marketing activities include digital engagement and direct interactions with prospective and existing clients, pricing, proposal management, and customer relationship management by dedicated business development teams, operations personnel, and management. These activities are executed by branch and regional sales, marketing, and operations teams assigned to our industry groups and are supported by centralized sales support teams, inside sales teams, and marketing personnel. The sales and marketing teams acquire, nurture, and manage leads through the sales buying process, as well as train personnel on product offerings, sales tools, and proposal systems, all governed by standard operating procedures.
Macro-Economic Environment in Commercial Real Estate
On an ongoing basis, we monitor changes to the macro-economic environment and their potential impacts on demand for our services and on our financial condition. One such monitored change is the strength or softness of the commercial real estate industry, especially multi-tenant and owner-occupied commercial office buildings. The recent softness in that market is primarily attributable to the lingering effects of the Pandemic, especially the normalization of hybrid work, which has resulted in higher office vacancy rates. Given that Class A and high-quality commercial office buildings are a key end market for us, we have experienced modest declines in demand for janitorial services and work orders in these markets. We expect the occupancy rates of Class A and high-quality buildings and back-to office trends to improve throughout 2025.
Regulatory Environment
Our operations are subject to various federal, state, and/or local laws, rules, and regulations regulating among other things, labor, wages, and health and safety matters, as well as laws and regulations relating to the discharge of materials into the environment or otherwise relating to the protection of the environment. Historically, the cost of complying with these laws, rules, and regulations has not had a material adverse effect on our financial position, results of operations, or cash flows.
Corporate Responsibility Strategy and Oversight
As a company with over 110 years of history, we understand the importance of embedding and integrating responsible and community-minded business practices into our operations and commit to standards to create value and support the long-term success of our business, shareholders, employees, and clients.
Our Board of Directors oversees ABM’s corporate responsibility-related risks and priorities with the assistance of its committees. Our Board of Directors receives regular reports from meetings of its Governance Committee, which is responsible for oversight of the Company’s corporate governance and overall corporate
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responsibility-related framework, as well as from meetings of its Stakeholder and Enterprise Risk Committee, which is responsible for oversight of the Company’s programs, policies, and practices relating to social and environmental matters that may impact the Company’s business and key stakeholders. Additionally, our internal culture, environmental sustainability, and inclusion efforts are led by cross functional teams that include employees across the enterprise, and are aimed to advance our corporate responsibility strategies, and regularly present to the Board of Directors’ Stakeholder and Enterprise Risk Committee.
Since 2011, we have voluntarily published a Corporate Responsibility Report on an annual basis in alignment with the Global Reporting Initiative framework and the Sustainability Accounting Standards Board to address our business, our employees, and the environment. More information about our sustainability performance, progress, and goals can be found in the Human Capital section of this report and in the Corporate Responsibility section of the Company’s corporate website.
Human Capital
Given that ABM is a service-oriented business, our employees are the driving force behind our success, and we believe our ability to attract, develop, and retain our employees at all levels of our organization has a direct impact on client satisfaction and our ability to grow the Company. To succeed in a competitive labor market, ABM has developed key recruitment and retention strategies, objectives, and measures that we focus on as part of the overall management of our business. These strategies, objectives, and measures form the pillars of our human capital management framework and are advanced through the programs, policies, and initiatives described below.
Direct labor costs represented 68% of our total revenue for 2024. As of October 31, 2024, we employed approximately 117,000 employees, of whom approximately 49,000, or 42%, were subject to various local collective bargaining agreements. As of October 31, 2024, our frontline employees represented 92% of our total workforce, while staff and management employees represented the other 8%.
Our human capital strategy is guided by our values and advanced by our employees. We prioritize doing business in a responsible way and enabling our employees’ and clients’ success. The execution of our human capital strategy is overseen at the highest levels of our organization, from our Board of Directors, our Board of Directors’ Stakeholder and Enterprise Risk Committee, and across our senior management.
Business ethics
Our Code of Business Conduct drives the application of our core values of respect, integrity, collaboration, innovation, trust, and excellence throughout our operations. Our Code of Business Conduct serves as a critical tool to help all ABM team members to recognize and report unethical conduct, while preserving and nurturing our culture of honesty and accountability. The Company provides comprehensive annual training and certification programs on our Code of Business Conduct for our Board of Directors and all of our staff and management employees.
Human resources, hiring, and training
With a team of approximately 117,000 employees across the United States, UK, Ireland, and other locations, we have invested in and implemented a variety of systems and tools designed to centralize and standardize hiring and training practices, including regional recruitment strategies, applicant tracking technology, and advanced analytics that provide actionable insights in our HR processes. These efforts are intended to drive ongoing improvement in the attraction, retention, and engagement of our frontline employees, who constitute the majority of our workforce.
As we continue to elevate our employee experience and prepare our next generation of internal leaders, we continued to grow our frontline leadership program, which we launched enterprise-wide in 2022. This program is designed to enhance the management and coaching skills of frontline supervisors to improve the employee experience, create an environment for career growth, and increase retention.
In 2024, we re-launched our Leadership Academy designed for middle- and senior-level leaders from across the enterprise. The 2024 class participated in the four-month development program, which provided a broader operational understanding of the organization, identified and closed development gaps, and accelerated such employees’ readiness for future growth as effective leaders.
Our online training platform, ABM University, provides our staff and management employees with access to a multitude of training courses, videos, reference material, and other tools. Additionally, our frontline employees
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receive on-the-job training specific to their role and location to enable us to deliver for our clients in a safe and efficient manner.
Compensation and employee benefits
In addition, we offer competitive wages and salaries in our served markets, and full-time employees have access to a continuum of health and wellness benefits, including medical, dental, vision, disability, and basic and voluntary life and AD&D insurance, 401K employee savings and an employee stock purchase plan, a 24/7 employee assistance program, healthcare flexible spending accounts, telemedicine options, legal support, as well as commuter, fitness, and other discount programs.
Labor relations
With approximately 49,000 union-represented employees, we are party to more than 300 collective bargaining agreements nationwide, with more than 20 major labor unions. Our collective bargaining agreements include regional multiemployer agreements covering thousands of employees, as well as localized site agreements covering smaller groups. We strive to engage with our labor partners in an atmosphere of mutual respect, and seek to resolve disputes in a fair and equitable manner.
Safe working environment
ABM’s commitment to its employees is evidenced in its approach to risk management and safety. The Company’s programs are designed to meet or exceed compliance standards of the Occupational Safety and Health Administration and other regulatory bodies and to protect the health and welfare of our employees and our clients. A cornerstone of ABM’s comprehensive risk management and safety program is safety awareness to confirm our employees are:
•educated on how to complete tasks safely;
•trained in hazard identification;
•made aware of emergency response procedures to immediately address challenges; and
•proficient in reporting accidents, utilizing applicable procedures to confirm appropriate loss mitigation techniques are implemented should a loss occur.
Our “Think Safe” approach to safety includes establishing a safety mindset from day one of employment. This safety culture is continuously reinforced through daily moments for safety messaging, relevant monthly training topics, and unique programs and materials created for our employees.
One of the cornerstones of our ThinkSafe program is designed to help leaders identify workplace hazards and implement changes to prevent accident or injury. In our frontline leader training, participants are guided in creating a culture of safety and provided guidance on practices to support our employees receiving the right care at the right time to expedite their recovery.
Culture and inclusion
With a widely distributed workforce serving over 20,000 clients across multiple nations and geographic regions, ABM’s culture, and the team member experience it supports, plays a vital role in attracting, retaining, and engaging talent. The Company works to develop an increasingly inclusive culture, where individuals from all backgrounds are equally able to contribute and are provided with opportunities to grow in their careers.
Guided by ABM’s mission and values, the Company’s inclusive culture strategy is activated through its Culture & Inclusion Council. ABM’s President and CEO and Chief Human Resources Officer each serve as executive sponsors of the Council, which provides regular reports to the Board’s Stakeholder and Enterprise Risk Committee.
Additionally, ABM is an Equal Opportunity and Affirmative Action employer in compliance with the requirements of the Executive Order 11246 of the Rehabilitation Act of 1973 and the Vietnam Era Veterans’ Readjustment Assistance Act.
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Available Information
Our corporate website is www.abm.com. The content on any website referred to in this filing does not constitute, and should not be viewed as, a part of this Annual Report, and our website is not incorporated into this or any of our other filings with the Securities and Exchange Commission (“SEC”). We make available, free of charge through our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC. Additionally, the SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Executive Officers of Registrant
Executive Officers on December 19, 2024
| Name | Age | Principal Occupations and Business Experience | ||||||||||||
Scott Salmirs | 62 | President and Chief Executive Officer of ABM since March 2015; Executive Vice President of ABM from September 2014 to March 2015, with global responsibility for ABM’s Aviation division and all international activities; Executive Vice President of ABM’s Onsite Services division focused on the Northeast from 2003 to September 2014; Member of the Board of Directors of ABM since January 2015. | ||||||||||||
| Earl R. Ellis | 59 | Executive Vice President and Chief Financial Officer of ABM since November 2020; Senior Vice President, Finance and Procurement of Best Buy Co. Inc. from January 2018 to November 2020; Chief Financial Officer of Best Buy Canada from May 2016 to December 2017; Vice President, Finance, Retail of Canadian Tire Corporation Limited from May 2014 to May 2016. | ||||||||||||
| Rene Jacobsen | 63 | Executive Vice President and Chief Operating Officer of ABM since November 2020; Executive Vice President and Chief Facilities Services Officer of ABM from October 2019 to November 2020; President of ABM’s Business & Industry Group from February 2016 to October 2019; Executive Vice President of ABM’s West Region from April 2012 to February 2016; Executive Vice President and Chief Operating Officer of Temco Service Industries from November 2007 to April 2012. | ||||||||||||
| Sean M. Mahoney | 58 | Executive Vice President and President, Sales and Marketing of ABM since November 2020; Senior Vice President, Sales of ABM from August 2017 to October 2020; Vice President, Sales of Honeywell from July 2015 to July 2017. | ||||||||||||
| Andrea R. Newborn | 61 | Executive Vice President and General Counsel of ABM since 2017; Corporate Secretary of ABM from July 2017 to October 2024; Executive Vice President and General Counsel of TravelClick, Inc. from July 2014 to June 2017; Senior Vice President, General Counsel, and Secretary of The Reader’s Digest Association, Inc. from March 2007 to February 2014. | ||||||||||||
Raúl Valentín | 61 | Executive Vice President and Chief Human Resources Officer of ABM since September 2021; Senior Vice President, Human Resources of ABM from February 2019 to August 2021; Senior Vice President, Human Resources of Coty Inc. from 2016 to 2018; Vice President, Human Resources of Comcast Strategic & Business Development from 2015 to 2016; Vice President, Talent Acquisition of Comcast from 2011 to 2015. | ||||||||||||
| Dean A. Chin | 56 | Treasurer of ABM since May 2021; Senior Vice President, Chief Accounting Officer, and Corporate Controller of ABM since June 2010; Interim Chief Financial Officer of ABM from July 2020 to November 2020; Vice President and Assistant Controller of ABM from June 2008 to June 2010. | ||||||||||||
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ITEM 1A. RISK FACTORS.
The following risks, some of which have occurred and any of which may occur in the future, could materially and adversely affect our business, financial condition, cash flows, results of operations, and/or the trading price of our common stock. The risks described below identify the material risks we face; however, our business could also be affected by factors that are not presently known to us or that we currently consider to be immaterial. You should carefully consider the risks described below in addition to the other information set forth in this Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) and the consolidated financial statements and accompanying notes (the “Financial Statements”).
Risks Relating to Our Strategy and Operations
Our success depends on our ability to gain profitable business despite competitive market pressures.
Each market we provide services for is highly competitive and such competition is based primarily on price, quality of service, reputation, and ability to anticipate and respond to industry changes. A majority of our revenue is derived from services that require competitive bids from multiple suppliers. The low barrier of entry in the facility services business results in a very competitive market. We compete mainly with regional and local owner-operated companies that may have more insight into local market dynamics and significantly lower operating costs, which could provide them with a competitive advantage in those regards. We also compete indirectly with companies that can perform for themselves one or more of the services we provide. Further, if we are unable to respond adequately to market shifts and changing technology, we may lose existing clients and fail to win future business opportunities. A failure to respond effectively to competitive pressures or failure in our ability to increase prices as costs rise could reduce margins and materially adversely affect our financial performance.
Our results of operations can be adversely affected by labor shortages, turnover, and labor cost increases.
We employ approximately 117,000 persons, and our operations depend on the services of a large and diverse workforce. We must attract, train, and retain a large and growing number of qualified employees while controlling related labor costs. Our ability to control labor and benefit costs is subject to numerous internal and external factors, including changes in the unemployment rate, changes in immigration policy, regulatory changes, prevailing wage rates, and competition we face from other companies for similarly skilled employees. Meaningful labor shortages, inflationary pressures on wages, and/or increased turnover rates within our employee base could lead to increased costs, such as increased overtime incurred and/or increased usage of temporary labor to meet the demands of our customers, as well as increased wage rates to attract and retain employees. Further, many of our contracts provide that our clients pay certain costs at specified rates, such as insurance, healthcare costs, salary and salary-related expenses, and other costs. If actual costs exceed the rates specified in the contracts, our profitability may be negatively impacted. There is no assurance that in the future we will be able to attract or retain qualified employees or effectively manage labor and benefit costs, which could have a material adverse effect on our business, financial condition, and results of operations.
We may not be able to attract and retain qualified personnel and senior management we need to support our business.
Our future performance depends on the continuing efforts and contributions of our senior management and on our continued ability to attract and retain qualified personnel. Unplanned turnover in senior management or inability to attract and retain qualified personnel could have a negative effect on our results of operations. In addition, activities related to identifying, recruiting, hiring, and integrating qualified management employees may require significant time and expense. We may not be able to locate suitable replacements for any key employees who leave, or offer employment to potential replacements on reasonable terms, each of which may adversely affect our business and financial results.
Investments in and changes to our businesses, operating structure, or personnel relating to our ELEVATE strategy, including the implementation of strategic transformations, enhanced business processes, and technology initiatives, may not have the desired effects on our financial condition and results of operations.
We have made significant investments and expect to make additional investments in various initiatives intended to drive long-term profitable growth and increase operational efficiency. These investments in and changes to our business systems and processes may not create the growth, operational efficiencies, competitive advantage,
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or cost benefits that we expect and could result in unanticipated consequences, including disruptions to our back-office operations and service delivery. Moreover, the execution and/or benefits of our ELEVATE strategy may not be realized on the expected timeline and/or may result in expenses in excess of what is currently forecast, which could negatively affect our financial condition.
Our ability to preserve long-term client relationships is essential to our continued success.
We depend to a large extent on our relationships with clients and our reputation for quality integrated facility solutions. Maintaining our existing client relationships, particularly with our largest clients, is an important factor contributing to our business success. We primarily provide services pursuant to agreements that are cancelable by either party upon 30 to 90 days’ notice. As we generally incur higher initial costs on new contracts until the labor management and facilities operations normalize, our business associated with long-term client relationships is generally more profitable than short-term client relationships. If we lose a significant number of long-term clients and/or all or a portion of the services for our larger clients, our financial results could be negatively impacted.
Our use of subcontractors or joint venture partners to perform work under customer contracts exposes us to liability and financial risk.
We depend on subcontractors or other parties, such as joint venture partners, to perform work in situations in which we are not able to self-perform the work involved. Such arrangements may involve subcontracts or joint venture relationships where we do not have direct control over the performing party. We may be exposed to liability whenever one or more of our subcontractors or joint venture partners, for whatever reason, fails to perform or allegedly negligently performs the agreed-upon services. Although we have controls and programs in place to monitor the work of our subcontractors and our joint venture partners, there can be no assurance that these controls or programs will have the desired effect, and we may incur significant liability as a result of the actions or inactions of one or more of our subcontractors or joint venture partners.
Our international business involves risks different from those we face in the United States that could negatively impact our results of operations and financial condition.
We have business operations in jurisdictions outside of the United States, most significantly in the UK and Ireland. Our international operations are subject to risks that are different from those we face in the United States and subject us to complex and frequently changing laws and regulations, including differing labor laws and regulations relating to the protection of certain information that we collect and maintain about our employees, clients, and other third parties. Among these laws is the UK Modern Slavery Act, the Criminal Law (Human Trafficking) Act 2008 (Ireland), the UK Bribery Act, the Criminal Justice (Corruption Offences) Act 2018 (Ireland), and the UK and European Union General Data Protection Regulations (the “GDPR”). The failure to comply with these laws or regulations could subject us to significant litigation, monetary damages, regulatory enforcement actions, or fines in one or more jurisdictions.
In addition, when we participate in joint ventures that operate outside of the United States where we are not a controlling party, we may have limited control over the joint venture. Any improper actions by our joint venture employees, partners, or agents, including, but not limited to, failure to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and/or laws relating to human trafficking, could result in civil or criminal investigations, monetary and non-monetary penalties, or other consequences, any of which could have an adverse effect on our financial position as well as on our reputation and ability to conduct business.
Additionally, the operating results of our non-U.S. subsidiaries are translated into U.S. dollars, and those translations are affected by movements in foreign currencies relative to the U.S. dollar. There can be no assurance that the foregoing factors will not have a material adverse effect on our international operations or on our consolidated financial condition and results of operations.
Risks Relating to Market and Economic Conditions
Decreases in commercial office space utilization due to hybrid work models and increases in office vacancy rates could adversely affect our financial condition.
A key part of our business involves providing janitorial, facilities engineering, and parking services for commercial office building properties. Across the United States, hybrid work models remain prevalent and commercial office vacancy levels remain elevated, compared to pre-pandemic levels. Reduced office occupancies and any further deterioration in vacancy levels would likely decrease the demand for our facility services as well as
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the demand for highly profitable supplemental services (“work orders”) requested by our clients outside the scope of our standard service specifications. As new tenants occupy vacant office spaces, there may be delays and additional expenses incurred in securing client relationships with such new tenants. These factors could adversely affect our revenues and financial results.
Negative changes in general economic conditions, such as recessionary pressures, high interest rates, durable and non-durable goods pricing, changes in energy prices, or changes in consumer goods pricing could reduce the demand for our services and, as a result, reduce our revenue and earnings and adversely affect our financial condition.
Slowing economic activity or other negative changes in global, national, and local economic conditions could have a negative impact on our business. These adverse economic conditions could cause a decline in our clients’ demand for our services and/or in scope of work, including work orders and our clients’ ability to pay for such services, or attempts by our clients to defer payments owed to us. Further, potential declines in economic conditions could result in depressed prices for our services, which could affect our financial condition.
We offer a portfolio of capital projects, which are designed to reduce a client’s overall consumption of energy, such as electricity and natural gas. Downward fluctuations in energy prices, and/or elevated interest rates, may reduce client demand for such projects. Additionally, we depend, in part, on federal and state legislation and policies that support energy efficiency projects. If current legislation or policies are amended, eliminated, or not extended beyond their current expiration dates, or if funding for energy incentives is reduced or delayed, it could also adversely affect our ability to obtain new capital projects. All of these factors could have an adverse effect on our financial condition, results of operations, and cash flows.
Risks Relating to Information Technology and Cybersecurity
We may experience breaches of, or disruptions to, our information technology systems or those of our third-party providers or clients, or other compromises of our data that could adversely affect our business.
Our information technology systems and those of our third-party providers or clients could be the target of cyberattacks, ransomware attacks, hacking, unauthorized access, phishing, computer viruses, malware, or other intrusions, which could result in operational disruptions or information misappropriation, such as theft of intellectual property or inappropriate disclosure of confidential, proprietary, or personal information. We maintain confidential, proprietary, and personal information in our information technology systems and in systems of third-party providers relating to our current, former, and prospective employees, clients, and other third parties. We have experienced certain data and security breaches in the past and could experience future data or security breaches stemming from the intentional or negligent acts of our employees or other third parties. Furthermore, while we continue to devote significant resources to monitoring and updating our systems and implementing information security measures to protect our systems, there can be no assurance that the controls and procedures we have in place will be sufficient to protect us from future security breaches. Emerging artificial intelligence technologies may intensify these cybersecurity risks. As cyber threats are continually evolving, our controls and procedures may become inadequate, and we may be required to devote additional resources to modifying or enhancing our systems in the future. We may also be required to expend resources to remediate cyber-related incidents or to enhance and strengthen our cybersecurity.
Any such disruptions to our information technology systems, breaches or compromises of data, and/or misappropriation of information could result in lost sales, negative publicity, litigation, violations of privacy and other laws, or business delays that could have a material adverse effect on our business. Additionally, we believe that along with the GDPR and the California Consumer Privacy Act, further increased regulation is likely in the area of data privacy. Compliance with this rapidly expanding area of law will require significant management and financial resources, and we could be subjected to additional legal risk or financial losses if we are not in compliance. This expanding area of law may also lead to potentially significant additional claims, including class action claims, being alleged against us.
Our ongoing implementation of new enterprise resource planning (“ERP”) and related boundary systems could adversely impact our ability to operate our business and report our financial results.
We utilize multiple platforms and ERP systems to record transactions, provide information to management, and prepare our financial statements. We are in the process of transitioning our ERP and other key boundary systems. This transition began in the third quarter of 2023 and will continue for the next couple of years with a large portion of our business transitioning to the new systems in the first quarter of 2025. While we believe our new ERP
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and boundary systems will enhance and standardize our processes, allow better oversight, and improve our service to our customers, any disruption to this transition could impact our ability to send and track invoices, process vendor payments, pay employees, fulfill contractual obligations, report our financial results, or otherwise operate our business. Such disruption could adversely affect our profitability and reputation. Additionally, any disruption could negatively impact the effectiveness of our controls. Refer to “Risks Relating to Financial Matters” below for further information on the internal controls.
Risks Relating to Acquisitions, Divestitures, or Strategic Transactions
Acquisitions, divestitures, and other strategic transactions could fail to achieve financial or strategic objectives, disrupt our ongoing business, and adversely impact our results of operations.
In furtherance of our business strategy, we routinely evaluate opportunities and may enter into agreements for possible acquisitions, divestitures, or other strategic transactions. A significant portion of our growth has been generated by acquisitions, and we may continue to acquire businesses in the future as part of our growth strategy. However, we may encounter challenges identifying opportunities in a timely manner or on terms acceptable to us. Furthermore, there is no assurance that any such transaction will deliver the anticipated results, including expected synergistic benefits. A potential acquisition, divestiture, or other strategic transaction may involve a number of risks including, but not limited to:
•the transaction may not effectively advance our business strategy, and its anticipated benefits may never materialize;
•our ongoing operations may be disrupted, and management time and focus may be diverted;
•clients or key employees of an acquired business may not remain, which could negatively impact our ability to grow that acquired business;
•integration of an acquired business’s accounting, information technology, cybersecurity, HR, and other administrative systems may fail to permit effective management and expense reduction;
•unforeseen challenges may arise in implementing internal controls, procedures, and policies;
•additional indebtedness incurred as a result of an acquisition may impact our financial position, results of operations, and cash flows; and
•unanticipated or unknown liabilities may arise related to an acquired business.
Risks Relating to Insurance and Safety Matters
We manage our insurable risks through a combination of third-party purchased policies and self-insurance, and we retain a substantial portion of the risk associated with expected losses under these programs, which exposes us to volatility associated with those risks, including the possibility that changes in estimates to our ultimate insurance loss reserves could result in material charges against our earnings.
We use a combination of insured and self-insurance programs to cover workers’ compensation, general liability, automobile liability, property damage, and other insurable risks. We are responsible for claims both within and in excess of our retained limits under our insurance policies, and while we endeavor to purchase insurance coverage that is appropriate to our assessment of risk, we are unable to predict with certainty the frequency, nature, or magnitude of claims for direct or consequential damages. If our insurance coverage proves to be inadequate or unavailable, our business may be negatively impacted.
The determination of required insurance reserves is dependent upon actuarial judgments. We use the results of actuarial studies to estimate insurance rates and insurance reserves for future periods and to adjust reserves, if appropriate, for prior years. Actual experience related to our insurance reserves can cause us to change our estimates for reserves and any such changes may materially impact results, causing significant volatility in our operating results.
Should we be unable to renew our excess, umbrella, or other commercial insurance policies, it could have a material adverse impact on our business, as would the incurrence of catastrophic uninsured claims or the inability or refusal of our insurance carriers to pay otherwise insured claims. Further, to the extent that we self-insure our losses, deterioration in our loss control and/or our continuing claim management efforts could increase the overall
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cost of claims within our retained limits. A material change in our insurance costs due to changes in the frequency of claims, the severity of the claims, the costs of excess/umbrella premiums, or regulatory changes could have a material adverse effect on our financial position, results of operations, or cash flows.
In 2015, we formed a wholly owned captive insurance company, IFM Assurance Company (“IFM”), which we believe has provided us with increased flexibility in the end-to-end management of our insurance program. There can be no assurance that IFM will continue to bring about the intended benefits or the desired flexibility in the management of our insurance programs, because we may experience unanticipated events that could reduce or eliminate expected benefits.
Our risk management and safety programs may not have the intended effect of reducing our liability for personal injury or property loss.
We attempt to mitigate risks relating to personal injury or property loss through the implementation of company-wide safety and loss control efforts designed to decrease the frequency of accidents or events that might increase our liability. However, incidents involving personal injury or property loss may be caused by multiple potential factors, a significant number of which are beyond our control. Therefore, there can be no assurance that our risk management and safety programs will have the desired effect of controlling costs and liability exposure.
Risks Relating to Labor, Legal Proceedings, Tax, and Regulatory Matters
Unfavorable developments in our class and representative actions and other lawsuits alleging various claims could cause us to incur substantial liabilities.
Our business involves employing tens of thousands of employees, many of whom work at our clients’ facilities. We incur risks relating to our employment of these workers, including, but not limited to: claims by our employees of discrimination, harassment, violations of wage and hour requirements, or violations of other federal, state, or local laws; claims of misconduct or negligence on the part of our employees; and claims related to the employment of unlicensed personnel. We also incur risks and claims related to the imposition on our employees of policies or practices of our clients that may be different from our own. Some or all of these claims may lead to litigation, including class action litigation, and these matters may cause us to incur negative publicity with respect to alleged claims. Additionally, there are risks to all employers in some states, such as California, resulting from large collective, class, Private Attorneys General Act actions, as well as from new and unanticipated judicial interpretations of existing laws and the application of those new interpretations against employers on a retroactive basis, which could involve substantial claims and significant defense costs. It is not possible to predict the outcome of these lawsuits or any other proceeding, and our insurance may not cover all claims that may be asserted against us. These lawsuits and other proceedings may consume substantial amounts of our financial and managerial resources. An unfavorable outcome with respect to these lawsuits and any future lawsuits may, individually or in the aggregate, cause us to incur substantial liabilities that could have a material adverse effect upon our business, reputation, financial condition, results of operations, or cash flows.
We are subject to extensive legal and regulatory requirements, which could limit our profitability by increasing the costs of legal and regulatory compliance.
Our business is subject to a complicated set of federal, state, and local laws and regulations as well as stakeholder views addressing, among other things, wage and hour standards, employment and labor relations, various Corporate Responsibility-related practices, leave of absence, cybersecurity, data privacy and protection, occupational health and safety, environmental matters, anti-competition, anti-corruption, and government contracting. Many of these laws and regulations may have differing or conflicting legal standards or legal interpretations across jurisdictions, increasing the complexity and cost of compliance. When federal, state, local, or foreign minimum wage rates increase, we may have to increase the wages of both minimum wage employees and employees whose wages are above the minimum wage. We may also face increased operating costs resulting from changes in federal, state, or local laws and regulations relating to employment matters, including those relating to meal and rest breaks, eligibility for overtime, pay transparency and reporting, sick pay, and predictive scheduling requirements. In addition, we expect there will likely be increasing and evolving levels of regulation, disclosure-related and otherwise, with respect to Corporate Responsibility (including environmental) matters, and increased regulation will likely lead to increased compliance costs as well as scrutiny that could heighten all of the risks identified in this risk factor. Increased costs of legal and regulatory compliance with this constantly evolving legal and regulatory environment could reduce our profitability and adversely affect our financial condition.
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A significant number of our employees are covered by collective bargaining agreements that could expose us to potential liabilities in relation to our participation in multiemployer pension plans, requirements to make contributions to other benefit plans, and the potential for strikes, work slowdowns, or similar activities, and union organizing drives.
We participate in various multiemployer pension plans that provide defined pension benefits to employees covered by collective bargaining agreements. Because of the nature of multiemployer pension plans, there are risks to us associated with participation in these plans that differ from single-employer plans. Assets contributed by an employer to a multiemployer pension plan are not segregated into a separate account and are not restricted to provide benefits only to employees of that contributing employer. In the event another participating employer in a multiemployer pension plan no longer contributes to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers, including us. In the event of the termination of a multiemployer pension plan or a complete or partial withdrawal from a multiemployer pension plan, under applicable law we could incur material withdrawal liabilities. We further discuss our participation in multiemployer pension and postretirement plans in Note 12, “Employee Benefit Plans,” in the Notes to consolidated financial statements. In addition, the terms of collective bargaining agreements require us to contribute to various fringe benefit plans, including health and welfare, pension, and training plans, all of which require us to have appropriate systems in place to assure timely and accurate payment of contributions. The failure to make timely and accurate contributions as a result of a systems failure could have a negative impact on our financial position.
At October 31, 2024, approximately 42% of our employees were subject to various local collective bargaining agreements, some of which will expire or become subject to renegotiation during 2025. In addition, at any given time we may face union organizing activity. When one or more of our major collective bargaining agreements becomes subject to renegotiation or when we face union organizing drives, any disagreement between us and the union on important issues may lead to a strike, work slowdown, or other job actions at one or more of our locations. In a market where we are unionized but competitors are not unionized, we could lose clients to such competitors. A strike, work slowdown, or other job action could disrupt our services, resulting in reduced revenues or contract cancellations. Moreover, negotiating a first time collective bargaining agreement or renegotiating an existing agreement could result in increases in labor and benefits expenses that we may be unable to pass through to clients.
Our business may be materially affected by changes to fiscal and tax policies. Negative or unexpected tax consequences could adversely affect our results of operations.
We are subject to a variety of taxes and tax collection and remittance obligations in the United States and foreign jurisdictions, primarily the UK and Ireland. We compute our income tax provision based on enacted tax rates in the jurisdictions in which we operate. As tax rates vary among taxing jurisdictions, a change in earnings attributable to the various jurisdictions in which we operate could result in an unfavorable change in our overall tax provision. Additionally, at any point in time, we may be under examination from taxing jurisdictions. We regularly assess the likelihood of adverse outcomes resulting from these audits to determine the adequacy of our income tax related provision. We may recognize additional tax expense, be subject to additional tax liabilities, or incur losses and penalties due to adverse outcomes in tax audits or changes in laws, regulations, treaties, administrative practices, principles, assessments by authorities, and interpretations related to tax laws, including tax rules in various jurisdictions, which could have an adverse effect on our operating results and financial condition.
Risks Relating to Financial Matters
Future increases in the level of our borrowings and interest rates could affect our results of operations.
Any future interest rate increases would have corresponding impact to our costs of borrowing and may have an adverse impact on our ability to raise funds through the offering of our securities or through the issuance of debt due to higher debt capital costs, diminished credit availability, and less favorable equity markets. Any significant federal fund rate increases may have a material adverse effect on our business, results of operations, and financial condition, and may cause our customers to implement cost saving strategies that could reduce the demand of our services.
Our future ability to make payments on our debt, fund our other liquidity needs, and make planned capital expenditures will depend on our ability to generate cash. Our ability to generate cash, to a certain extent, is subject to general economic, financial, competitive, and other factors that are beyond our control. We cannot guarantee that our business will generate sufficient cash flow from our operations or that future borrowings will be available to us in
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an amount sufficient to enable us to service our debt, fund other liquidity needs, make planned capital expenditures, or continue our dividend.
The degree to which we are leveraged could have important consequences for shareholders. For example, being highly leveraged could: require us to dedicate a substantial portion of our cash flows from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital, share repurchases, capital expenditures, acquisitions, and other general corporate purposes; limit our availability to obtain additional financing in the future to enable us to react to changes in our business; and place us at a competitive disadvantage compared to businesses in our industry that have less debt.
Further, our credit facility contains both financial covenants and other covenants that limit our ability to engage in specific transactions. Any failure to comply with covenants in the credit facility could result in an event of default that, if not cured or waived, would have a material adverse effect on us.
Impairment of goodwill and long-lived assets could have a material adverse effect on our financial condition and results of operations.
We evaluate goodwill for impairment annually, in the fourth quarter, or more often if impairment indicators exist. We also review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If the fair value of one of our reporting units is less than its carrying value, or if as a result of a recoverability test we conclude that the projected undiscounted cash flows are less than the carrying amount, we would record an impairment charge related to goodwill or long-lived assets, respectively. (For example, during the second quarter of 2020, given the general deterioration in economic and market conditions arising from the COVID-19 Pandemic (“the Pandemic”), we identified a triggering event that resulted in the impairment of goodwill and intangible assets.) The assumptions used to determine impairment require significant judgment, and the amount of the impairment could have a material adverse effect on our reported financial results for the period in which the charge is taken.
If we fail to maintain proper and effective internal control over financial reporting in the future, our ability to produce accurate and timely financial statements could be negatively impacted, which could harm our operating results and investor perceptions of our Company and as a result may have a material adverse effect on the value of our common stock.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and related rules, our management is required to report on, and our independent registered public accounting firm is required to attest to, the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing, and, in some instances, remediation. We have acquired entities that had no publicly traded debt or equity and therefore were not previously required to conform to the rules and regulations of the SEC, especially related to their internal control structure. When we acquire such entities, they may not have in place all the necessary controls as required by the Public Company Accounting Oversight Board. Integrating acquired entities into our internal control over financial reporting has required and will continue to require significant time and resources from our management and other personnel, which increases our compliance costs. We are required to include our assessment of the effectiveness of the internal controls over financial reporting of entities we acquire in our overall assessment, so we must plan to complete the evaluation and integration of internal controls over financial reporting and report our assessment within the required time frame.
In addition, with the increasing frequency of cyber-related frauds perpetrated to obtain inappropriate payments, we need to ensure our internal controls related to authorizing the transfer of funds and changing our vendor master files are adequate. Furthermore, the introduction of new, and changes to existing, ERP and financial reporting information systems create implementation and change management risks that require effective internal controls to mitigate. Failure to maintain an effective internal control environment could have a material adverse effect on our ability to accurately report our financial results, the market’s perception of our business, and our stock price.
General Risk Factors
Our business may be negatively impacted by adverse weather conditions.
Weather conditions such as snow storms, heavy flooding, hurricanes, and fluctuations in temperatures can negatively impact portions of our business. Within our Technical Solutions segment, cooler than normal
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temperatures in the summer could reduce the need for servicing of air conditioning units, resulting in reduced revenues and profitability. Within Parking and Aviation services and portions of our Technical Solutions business, adverse weather conditions can lead to reduced activity, as well as increases in certain costs, both of which negatively affect gross profit. On the other hand, the absence of snow during the winter could cause us to experience reduced revenues in our B&I segment, as many of our contracts specify additional payments for snow-related services.
Catastrophic events, disasters, pandemics, and terrorist attacks could disrupt our services.
We may encounter disruptions involving power, communications, transportation or other utilities, or essential services depended upon by us or by third parties with whom we conduct business. This could include disruptions due to disasters, pandemics, weather-related or similar events (such as fires, hurricanes, blizzards, earthquakes, and floods), political instability, labor strikes, or war (including acts of terrorism or hostilities) that could impact our markets. If a disruption occurs in one location and persons in that location are unable to communicate with or travel to or work from other locations, our ability to service and interact with our clients and others may suffer, and we may not be able to successfully implement contingency plans that depend on communications or travel. These events may increase the volatility of financial results due to unforeseen costs with partial or no corresponding compensation from clients. There also can be no assurance that the disaster recovery and crisis management procedures we employ will suffice in any particular situation to avoid a significant loss. In addition, to the extent centralized administrative locations are disabled for a long period of time, key business processes, such as accounts payable, information technology, payroll, and general management operations, could be interrupted.
Actions of activist investors could disrupt our business.
Public companies have been the target of activist investors. In the event that a third party, such as an activist investor, proposes to change our governance policies, board of directors, or other aspects of our operations or strategy, our review and consideration of such proposals may create a significant distraction for our management and employees. This could negatively impact our ability to execute various strategic initiatives and may require management to expend significant time and resources responding to such proposals. Such proposals may also create uncertainties with respect to our financial position and operations and may adversely affect our ability to attract and retain key employees.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
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Item 1C. Cybersecurity
Risk Management and Strategy
ABM recognizes the importance of cybersecurity risk management, which is integrated within ABM’s overall enterprise risk management framework and is aligned with standard industry information security frameworks. Specifically, cybersecurity is one of the key risk topics covered within ABM’s enterprise risk framework through the Company’s regular identification, assessment, and reporting processes. Our internal information security program is managed by a dedicated team of cybersecurity professionals led by our Chief Information Security Officer, who reports to our Chief Information Officer.
We have implemented cross-functional cybersecurity processes, technologies, and controls to aid in our efforts to assess, identify, and mitigate cybersecurity-related risks, as well as to detect and prevent cybersecurity incidents. In evaluating cybersecurity incidents, management considers the potential impact to our results of operations, control framework, and financial condition, as well as the potential impact, if any, to our business strategy or reputation.
We adhere to a risk-based, multi-layered “defense in depth” approach with multiple layers of security controls, including, but not limited to, security monitoring, endpoint protection, and identity and access management. We maintain processes designed to oversee and identify material risks from cybersecurity threats associated with our use of third-party technologies and systems, including, as appropriate, pre-procurement assessment of contractual terms addressing cybersecurity and data protection, as well as review based on assessed vendor risk.
We conduct regular testing and assessments of our systems and controls to evaluate our information security program’s maturity and effectiveness, and from time-to-time we engage and retain expert external assessors and consultants to help improve our security, stay aligned with industry best practices, evaluate external threats, and periodically conduct independent security assessments.
ABM provides regular, mandatory training for our employees regarding cybersecurity threats to bring awareness on how they can help prevent and report potential cybersecurity incidents. We also provide regular cybersecurity awareness reminders to our employees.
Although the Company dedicates significant resources and efforts to protect against cybersecurity risks, the Company has experienced, and expects to continue to be subject to, cybersecurity threats. To date, the Company is not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition. However, the Company continues to face cybersecurity risks such as those described in "Item 1A. Risk Factors" in this Annual Report on Form 10-K, and there can be no assurance that cybersecurity threats or incidents will not have a material adverse effect on the Company in the future. While the Company maintains cyber risk insurance, such insurance may not be sufficient to cover all losses from cybersecurity incidents.
Governance
ABM’s management is responsible for the day-to-day administration of the Company’s cybersecurity policies, processes, practices, and risk management. Within management, the Company's Chief Information Security Officer has specific responsibility for cybersecurity risk management, reporting to the Chief Information Officer. The Chief Information Security Officer meets regularly with our executive management team to review our cybersecurity programs, objectives, trends and threats. Our Chief Information Officer has over 20 years of experience as a technology leader, with responsibilities for developing and executing technology strategies across diverse industries, including technology, commercial real estate, manufacturing, healthcare and aviation. Our Chief Information Security Officer also has over 20 years of significant leadership experience in audit, risk, compliance, and security across complex global organizations, and formerly held Chief Information Security Officer roles leading cybersecurity efforts at two Fortune 500 organizations.
Our Board of Directors has ultimate oversight of the Company’s risk management and strategy related to its cybersecurity programs, policies, and practices, including (i) the Company’s processes for assessing, identifying, managing, and mitigating material risks from cybersecurity threats and emerging cybersecurity developments and
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threats; (ii) whether any risks from cybersecurity threats have materially affected or are reasonably likely to materially affect the Company; (iii) the expertise of members of management with respect to assessing and managing risks from cybersecurity threats; and (iv) the Company’s disclosure controls and procedures with respect to material cybersecurity threats and incidents. The Board of Directors is assisted by its Stakeholder and Enterprise Risk Committee, which oversees the Company’s enterprise risk management program and the Company’s identification, evaluation, and mitigation of stakeholder risks, including those relating to cybersecurity.
In addition, ABM has a monitoring system and an escalation process in place to inform senior management and the Board of Directors of any potentially material cybersecurity issues. Specifically, our cybersecurity operations team monitors and reviews cybersecurity developments and threats, makes an initial assessment of such developments and threats, and escalates to ABM’s Chief Information Officer matters determined to require the attention of members of senior management.
ABM’s Chief Information Officer and Chief Information Security Officer regularly provide reports and updates to other members of senior management, the Board of Directors, and the Stakeholder and Enterprise Risk Committee. In connection with these updates, the Board of Directors reviews the Company’s cybersecurity programs and oversees the Company’s efforts to continually enhance the Company’s cybersecurity profile and to mitigate the risks relating to cybersecurity. The reports from ABM’s Chief Information Officer and Chief Information Security Officer also include updates on emerging trends and progress on overall enterprise cybersecurity priorities.
ITEM 2. PROPERTIES.
Our principal executive office is located at One Liberty Plaza, 7th Floor, New York, New York 10006.
Principal Properties as of October 31, 2024
| Location | Character of Office | Approximate Square Feet | Lease Expiration Date, Unless Owned | Segment | ||||||||||||||||||||||
| Dallas, Texas | Warehouse and Operations Support | 27,500 | 9/30/2028 | Technical Solutions, B&I, Aviation, Corporate, and M&D | ||||||||||||||||||||||
| Atlanta, Georgia | Operations Support | 37,000 | 10/31/2027 | All | ||||||||||||||||||||||
| New York, New York | Corporate Headquarters | 44,000 | 1/3/2032 | Corporate and B&I | ||||||||||||||||||||||
| Sugar Land, Texas | Enterprise Services | 62,500 | 3/31/2028 | All | ||||||||||||||||||||||
| Tustin, California | Operations Support | 40,000 | 7/31/2029 | B&I and Technical Solutions | ||||||||||||||||||||||
| San Francisco, California | Operations Support | 21,324 | 6/30/2029 | B&I and Corporate | ||||||||||||||||||||||
| Cumming, Georgia | Operations Support | 57,637 | 1/31/2034 | Technical Solutions | ||||||||||||||||||||||
In addition to the above properties, we have other offices, warehouses, and parking facilities in various locations, primarily in the United States. See Note 5, “Leases,” in the Notes to consolidated financial statements for additional information regarding leases. We believe that these properties are well-maintained, in good operating condition, and suitable for the purposes for which they are used.
ITEM 3. LEGAL PROCEEDINGS.
Information with respect to legal matters is set forth in Note 13, “Commitments and Contingencies,” in the Notes to consolidated financial statements (included in Part II., Item 8 of this Form 10-K) and is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information, Dividends, and Stockholders
Our common stock is listed on the New York Stock Exchange (NYSE: ABM). We have paid cash dividends every quarter since 1965. Future dividends will be determined based on our earnings, capital requirements, financial condition, and other factors considered relevant by our Board of Directors.
At December 18, 2024, there were 2,823 registered holders of our common stock.
Common Stock Repurchases
Effective December 13, 2023, our Board of Directors expanded our existing share repurchase program by an additional $150.0 million, respectively. Share repurchases may take place on the open market or otherwise, and all or part of the repurchases may be made pursuant to Rule 10b5-1 plans or in privately negotiated transactions. The timing of repurchases is at our discretion and will depend upon several factors, including market and business conditions, future cash flows, share price, share availability, and other factors. Repurchased shares are retired and returned to an authorized but unissued status. At October 31, 2024, authorization for $154.5 million of repurchases remained under the Share Repurchase Program.
Issuer Purchases of Equity Securities
| (in millions, except per share amounts) | Total Number of Shares Purchased | Average Price Paid per Share(1) | Total Number of Shares Purchased as Part of Publicly Announced Plan | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan | ||||||||||||||||||||||
| Period | ||||||||||||||||||||||||||
8/1/2024 – 8/31/2024 | — | $ | — | — | $ | 186.5 | ||||||||||||||||||||
9/1/2024 – 9/30/2024 | 0.13 | $ | 51.52 | 0.13 | $ | 180.0 | ||||||||||||||||||||
10/1/2024 – 10/31/2024 | 0.49 | $ | 52.65 | 0.49 | $ | 154.5 | ||||||||||||||||||||
| Total | 0.61 | $ | 52.42 | 0.61 | ||||||||||||||||||||||
(1) Average price paid per share does not include any excise tax for stock repurchases as part of the Inflation Reduction Act of 2022.
20
Performance Graph
The following graph compares the five-year cumulative total return for our common stock against the Standard & Poor’s 500 Index (“S&P 500”) and the Standard & Poor’s SmallCap 600 Index (“S&P 600”). As our competitors are principally privately held, we do not believe it is feasible to construct a peer group comparison on an industry or line-of-business basis.
| INDEXED RETURNS Years Ended October 31, | ||||||||||||||||||||||||||||||||||||||
| Company / Index | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | ||||||||||||||||||||||||||||||||
| ABM Industries Incorporated | $ | 100.0 | $ | 97.4 | $ | 125.6 | $ | 129.3 | $ | 116.7 | $ | 160.4 | ||||||||||||||||||||||||||
| S&P 500 Index | 100.0 | 109.7 | 156.8 | 133.9 | 147.5 | 203.5 | ||||||||||||||||||||||||||||||||
| S&P SmallCap 600 Index | 100.0 | 92.3 | 146.7 | 129.3 | 119.4 | 155.3 | ||||||||||||||||||||||||||||||||
This performance graph shall not be deemed to be “soliciting material” or “filed” with the SEC, or subject to Regulation 14A or 14C, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended. The comparisons in the performance graph are based on historical data and are not indicative of, or intended to forecast, the possible future performance of our common stock.
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ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following MD&A is intended to facilitate an understanding of the results of operations and financial condition of ABM. This MD&A is provided as a supplement to, and should be read in conjunction with, our Financial Statements. This MD&A contains both historical and forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. We make forward-looking statements related to future expectations, estimates, and projections that are uncertain and often contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “outlook,” “plan,” “predict,” “should,” “target,” or other similar words or phrases. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and assumptions that are difficult to predict. Factors that might cause such differences include, but are not limited to, those discussed in Part 1. of this Form 10-K under Item 1A., “Risk Factors,” which are incorporated herein by reference. Our future results and financial condition may be materially different from those we currently anticipate. Throughout the MD&A, amounts and percentages may not recalculate due to rounding. Unless otherwise indicated, all information in the MD&A and references to years are based on our fiscal year, which ends on October 31.
Business Overview | ||
ABM is a leading provider of integrated facility solutions, customized by industry, with a mission to make a difference, every person, every day. Our principal operations are in the United States, and in 2024 our U.S. operations generated approximately 93% of our revenues.
Strategic Growth
We remain focused on long-term, profitable growth by delivering valued service offerings to both new and existing clients within our industry groups and across our many service lines. Our revenue growth strategy is predicated on pursuing new sales and targeting a favorable retention rate among existing contracts. Cross-selling and up-selling projects and services is also an integral part of our strategy. We believe our strategic growth initiatives, coupled with our continued focus on marketing, capital, and sales resources, will increase profitability.
ELEVATE Transformation
Through our ELEVATE strategy, as described in Item 1., “Business.,” we continue to focus our efforts on:
•the client experience, by serving as a trusted advisor who can provide innovative multiservice solutions and consistent service delivery;
•the team member experience, by investing in workforce management, training, developing the next generation of ABM leaders, and building on our inclusive culture; and
•our use of technology and data to power client and employee experiences with cutting-edge data and analytics, processes, and tools that we expect to fundamentally change how we operate our business.
We believe that our technology and data investments will enable: the development and deployment of client-facing technology to improve service delivery to our clients; the use of advanced data analytics for sales targeting, employee retention, and recruiting; and the upgrade of our Enterprise Resource Planning and payroll systems.
22
Developments and Trends
Macro-Economic Environment in Commercial Real Estate and Other
On an ongoing basis, we monitor changes to the macro-economic environment and their potential impacts on demand for our services and on our financial condition. One such monitored change is the strength or softness of the commercial real estate industry, especially multi-tenant and owner-occupied commercial office buildings. The recent softness in the market is primarily attributable to the lingering effects of the Pandemic, especially the normalization of hybrid work, which has resulted in higher office vacancy rates. Given that Class A and high-quality commercial office buildings are a key end market for us, we have experienced modest declines in demand for janitorial services and work orders in these markets. We expect the occupancy rates of Class A and high-quality buildings and back-to office trends to improve throughout 2025.
A large M&D client completed its rebalancing of a portion of its work needs as part of its normal procurement process. We expect M&D’s financial results to be adversely impacted in the near-term.
Insurance Reserves
We use a combination of insured and self-insurance programs to cover workers’ compensation, general liability, automobile liability, property damage, and other insurable risks. Insurance claim liabilities represent our estimate of retained risks without regard to insurance coverage. We retain a substantial portion of the risk related to certain workers’ compensation and medical claims. Liabilities associated with these losses include estimates of both filed claims and incurred but not reported claims (“IBNR Claims”).
With the assistance of third-party actuaries, we review our estimate of ultimate losses for IBNR Claims on a quarterly basis and adjust our required self-insurance reserves as appropriate. As part of this evaluation, we review the status of existing and new claim reserves as established by third-party claims administrators. The third-party claims administrators establish the case reserves based upon known factors related to the type and severity of the claims, demographic factors, legislative matters, and case law, as appropriate. We compare actual trends to expected trends and monitor claims developments. The specific case reserves estimated by the third-party administrators are provided to the actuary who assists us in projecting an actuarial estimate of the overall ultimate losses for our self-insured or high deductible programs, which includes the case reserves plus an actuarial estimate of reserves required for additional developments, such as IBNR Claims. We utilize the results of actuarial studies to estimate our insurance rates and insurance reserves for future periods and to adjust reserves, if appropriate, for prior years.
Based on the results of the actuarial reviews performed during 2024, which included analyzing recent loss development patterns, comparing the loss development against benchmarks, and applying actuarial projection methods to determine the estimate of ultimate losses, we increased our total reserves related to prior years for known claims as well as our estimate of the loss amounts associated with IBNR Claims by $20.3 million in 2024. In 2023, we decreased our total reserves related to prior year claims by $14.8 million.
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Key Financial Highlights
•Revenues increased by $263.0 million, or 3.2%, to $8,359.4 million during 2024, as compared to 2023. Revenue growth was comprised of organic growth of 2.9% and acquisition growth of 0.3%. The organic revenue growth was due to the higher project revenues due to the timing of certain microgrid systems design and installation projects within Technical Solutions, and net new business and expansion of business with existing customers within Aviation, M&D, and Education. The increase in revenues was partially offset by attrition of engineering customers and soft commercial office market conditions within B&I, and the expected rebalancing of the scope of work with an existing customer within M&D. Acquisition growth of $26.3 million was driven by the Quality Uptime Acquisition, completed in the third quarter of 2024.
•Operating profit decreased by $197.5 million to $212.0 million during 2024, as compared to 2023. The decrease in operating profit was attributable to:
•an increase in the fair value of the contingent consideration related to the RavenVolt Acquisition;
•an increase in other Corporate expenses, primarily costs associated with various systems’ go-live and other investments in technology;
•an unfavorable self-insurance reserve adjustment related to prior year claims from actuarial evaluations completed in 2024, as compared to a favorable adjustment in 2023;
•an absence of employee retention credits received as compared to 2023; and
•$11.4 million in revenue recognized for an Aviation parking project during 2023, whereby all the direct labor and related costs for such project were recognized prior to 2023.
The decrease was partially offset by:
•labor efficiencies within B&I, Aviation, and Education, as well as contract mix within Technical Solutions, Aviation, and M&D; and
•a decrease in amortization of intangibles, primarily related to the RavenVolt Acquisition.
•Our effective tax rate on income was 39.1% for 2024, as compared to 24.1% during 2023. Our effective tax rate for 2024 was primarily impacted by a $95.7 million non-taxable expense related to the change in the fair value of the contingent consideration related to the RavenVolt Acquisition. Our effective tax rate for 2023 was primarily impacted by a $45.6 million non-taxable benefit related to the change in the fair value of contingent consideration related to the RavenVolt Acquisition.
•Net cash provided by operating activities was $226.7 million during 2024. Our net cash provided by operating cash activities was lower than prior year, primarily due to the timing of certain working capital requirements.
•Dividends of $56.5 million were paid to shareholders, and dividends totaling $0.90 per common share were declared during 2024. Additionally, we repurchased 1.17 million of shares for $55.8 million, excluding excise taxes during 2024.
•At October 31, 2024, total outstanding borrowings under our Amended Credit Facility were $1,335.3 million, and we had up to $423.6 million of borrowing capacity.
24
Results of Operations
Consolidated
| Years Ended October 31, | 2024 vs. 2023 | ||||||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | 2022 | Increase/(Decrease) | |||||||||||||||||||||||||
| Revenues | $ | 8,359.4 | $ | 8,096.4 | $ | 7,806.6 | $ | 263.0 | 3.2% | ||||||||||||||||||||
| Operating expenses | 7,325.9 | 7,037.6 | 6,757.5 | 288.3 | 4.1% | ||||||||||||||||||||||||
| Gross margin | 12.4 | % | 13.1 | % | 13.4 | % | (71) bps | ||||||||||||||||||||||
| Selling, general and administrative expenses | 765.3 | 572.8 | 628.3 | 192.5 | 33.6% | ||||||||||||||||||||||||
| Amortization of intangible assets | 56.1 | 76.5 | 72.1 | (20.4) | (26.6)% | ||||||||||||||||||||||||
| Operating profit | 212.0 | 409.5 | 348.8 | (197.5) | (48.2)% | ||||||||||||||||||||||||
| Income from unconsolidated affiliates | 6.5 | 3.9 | 2.4 | 2.6 | 69.4% | ||||||||||||||||||||||||
| Interest expense | (85.0) | (82.3) | (41.1) | (2.7) | (3.3)% | ||||||||||||||||||||||||
Income before income taxes | 133.6 | 331.1 | 310.0 | (197.5) | (59.7)% | ||||||||||||||||||||||||
| Income tax provision | (52.2) | (79.7) | (79.6) | 27.5 | 34.5% | ||||||||||||||||||||||||
| Net income | 81.4 | 251.3 | 230.4 | (169.9) | (67.6)% | ||||||||||||||||||||||||
| Other comprehensive (loss)/income | |||||||||||||||||||||||||||||
| Interest rate swaps | (22.9) | (0.5) | 36.7 | (22.4) | NM* | ||||||||||||||||||||||||
| Foreign currency translation and other | 6.8 | 7.3 | (19.8) | (0.5) | (6.5)% | ||||||||||||||||||||||||
| Income tax provision | 6.3 | 0.1 | (10.5) | 6.2 | NM* | ||||||||||||||||||||||||
| Comprehensive income | $ | 71.6 | $ | 258.1 | $ | 236.9 | $ | (186.5) | (72.3)% | ||||||||||||||||||||
*Not meaningful
The Year Ended October 31, 2024, Compared with the Year Ended October 31, 2023
Revenues
Revenues increased by $263.0 million, or 3.2%, to $8,359.4 million during 2024, as compared to 2023. Revenue growth was comprised of organic growth of 2.9% and acquisition growth of 0.3%. The organic revenue growth was due to the higher project revenues due to the timing of certain microgrid systems design and installation projects within Technical Solutions, and net new business and expansion of business with existing customers within Aviation, M&D, and Education. The increase in revenues was partially offset by attrition of engineering customers within B&I and the expected rebalancing of the scope of work with an existing customer within M&D. Acquisition growth of $26.3 million was driven by the Quality Uptime Acquisition, completed in the third quarter of 2024.
Operating Expenses
Operating expenses increased by $288.3 million, or 4.1%, to $7,325.9 million during 2024, as compared to 2023. Gross margin decreased by 71 bps to 12.4% in 2024, as compared to 13.1% in 2023. The decrease in gross margin was primarily driven by the increase in self-insurance adjustments related to prior year claims as a result of actuarial evaluations completed on our workers’ compensation, general liability, automobile liability, and property damage insurance plans. In addition, the decrease in gross margin was attributable to the $11.4 million in revenue from an Aviation parking project recognized in 2023.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $192.5 million, or 33.6%, to $765.3 million during 2024, as compared to 2023. The increase in selling, general and administrative expenses was primarily attributable to:
•a $95.7 million fair value adjustment to increase the contingent consideration related to the RavenVolt Acquisition recorded during 2024, as compared to a $45.6 million fair value adjustment to decrease the contingent consideration recorded during 2023;
25
•a $24.3 million increase in costs associated with various systems’ go-live and other investments in technology;
•an absence of a $24.0 million benefit from employee retention credits received during 2023;
•an $8.8 million increase in accruals for actual and potential legal settlements; and
•a $6.5 million increase in compensation and related expenses primarily due to higher compensation under certain incentive plans.
This increase was partially offset by:
•an $18.6 million decrease in certain discrete transformational costs under our ELEVATE strategy for developing the new ERP system, client-facing technology, workforce management tools, and data analytics.
Amortization of Intangible Assets
Amortization of intangible assets decreased by $20.4 million, or 26.6%, to $56.1 million during 2024, as compared to 2023. This decrease was primarily due to the lower amortization of intangibles, primarily intangibles acquired as part of the RavenVolt Acquisition.
Interest Expense
Interest expense increased by $2.7 million, or 3.3%, to $85.0 million during 2024, as compared to 2023, primarily driven by higher borrowings from our Amended Credit Facility to fund the Quality Uptime Acquisition.
Income Taxes
During 2024 and 2023, we had effective tax rates of 39.1% and 24.1%, respectively, resulting in a provision for tax of $52.2 million and $79.7 million, respectively. Our effective tax rate for 2024 was negatively impacted by a $95.7 million non-taxable expense related to the change in the fair value of the contingent consideration related to the RavenVolt Acquisition. Our effective tax rate for 2023 was favorably impacted by a $45.6 million non-taxable benefit related to the change in the fair value of the contingent consideration related to the RavenVolt Acquisition.
Interest Rate Swaps
We had a loss of $22.9 million on interest rate swaps during the year ended October 31, 2024, as compared to a loss of $0.5 million during the year ended October 31, 2023, primarily due to underlying changes in the fair value of our interest rate swaps.
Foreign Currency Translation and Other
We had a foreign currency translation gain of $7.5 million during the year ended October 31, 2024, as compared to a foreign currency translation gain of $7.3 million during the year ended October 31, 2023. This change was due to fluctuations in the exchange rate between the U.S. Dollar (“USD”) and the British pound sterling (“GBP”). Future gains and losses on foreign currency translation will be dependent upon changes in the relative value of foreign currencies to the USD and the extent of our foreign assets and liabilities.
The Year Ended October 31, 2023, Compared with the Year Ended October 31, 2022
For a comparison of our Results of Operations for the year ended October 31, 2023, to the year ended October 31, 2022, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended October 31, 2023, filed with the SEC on December 18, 2023.
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Segment Information
Our current reportable segments consist of B&I, M&D, Education, Aviation, and Technical Solutions.
Financial Information for Each Reportable Segment
| Year Ended October 31, | 2024 vs. 2023 | ||||||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | 2022 | Increase/(Decrease) | |||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||
| Business & Industry | $ | 4,059.1 | $ | 4,089.4 | $ | 4,095.9 | $ | (30.3) | (0.7)% | ||||||||||||||||||||
| Manufacturing & Distribution | 1,554.3 | 1,526.7 | 1,445.2 | 27.6 | 1.8% | ||||||||||||||||||||||||
| Aviation | 1,032.6 | 925.7 | 804.0 | 106.9 | 11.5% | ||||||||||||||||||||||||
| Education | 904.0 | 880.4 | 834.7 | 23.6 | 2.7% | ||||||||||||||||||||||||
| Technical Solutions | 809.3 | 674.2 | 626.8 | 135.1 | 20.0% | ||||||||||||||||||||||||
| $ | 8,359.4 | $ | 8,096.4 | $ | 7,806.6 | $ | 263.0 | 3.2% | |||||||||||||||||||||
| Operating profit (loss) | |||||||||||||||||||||||||||||
| Business & Industry | $ | 307.0 | $ | 315.6 | $ | 334.9 | $ | (8.6) | (2.7)% | ||||||||||||||||||||
| Operating profit margin | 7.6 | % | 7.7 | % | 8.2 | % | (15) bps | ||||||||||||||||||||||
| Manufacturing & Distribution | 166.3 | 161.7 | 161.8 | 4.6 | 2.8% | ||||||||||||||||||||||||
| Operating profit margin | 10.7 | % | 10.6 | % | 11.2 | % | 11 bps | ||||||||||||||||||||||
| Aviation | 59.1 | 60.0 | 29.3 | (0.9) | (1.4)% | ||||||||||||||||||||||||
| Operating profit margin | 5.7 | % | 6.5 | % | 3.6 | % | (75) bps | ||||||||||||||||||||||
| Education | 55.3 | 49.7 | 47.1 | 5.6 | 11.4% | ||||||||||||||||||||||||
| Operating profit margin | 6.1 | % | 5.6 | % | 5.6 | % | 48 bps | ||||||||||||||||||||||
| Technical Solutions | 69.4 | 53.2 | 63.8 | 16.2 | 30.4% | ||||||||||||||||||||||||
| Operating profit margin | 8.6 | % | 7.9 | % | 10.2 | % | 68 bps | ||||||||||||||||||||||
| Government Services | — | — | (0.3) | — | NM* | ||||||||||||||||||||||||
| Operating profit margin | NM* | NM* | NM* | NM* | |||||||||||||||||||||||||
| Corporate | (433.1) | (226.6) | (284.5) | 206.5 | (91.1)% | ||||||||||||||||||||||||
Adjustment for income from unconsolidated affiliates, included in Aviation and Technical Solutions | (6.5) | (3.9) | (2.4) | (2.6) | (69.4)% | ||||||||||||||||||||||||
| Adjustment for tax deductions for energy efficient government buildings, included in Technical Solutions | (5.5) | (0.3) | (0.9) | (5.2) | NM* | ||||||||||||||||||||||||
| $ | 212.0 | $ | 409.5 | $ | 348.8 | $ | (197.5) | (48.2)% | |||||||||||||||||||||
*Not meaningful
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The Year Ended October 31, 2024, Compared with the Year Ended October 31, 2023
| Business & Industry | |||||||||||||||||||||||
| Year Ended October 31, | |||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | Increase | ||||||||||||||||||||
| Revenues | $ | 4,059.1 | $ | 4,089.4 | $ | (30.3) | (0.7)% | ||||||||||||||||
| Operating profit | 307.0 | 315.6 | (8.6) | (2.7)% | |||||||||||||||||||
| Operating profit margin | 7.6 | % | 7.7 | % | (15) bps | ||||||||||||||||||
B&I revenues decreased by $30.3 million, or 0.7%, to $4,059.1 million during 2024, as compared to 2023. The revenue decrease was primarily driven by attrition of certain engineering clients and soft commercial office market conditions, partially offset by the new clients and existing client expansions both domestically and internationally. Management reimbursement revenues for this segment totaled $281.4 million and $270.1 million during 2024 and 2023, respectively.
Operating profit decreased by $8.6 million, or 2.7%, to $307.0 million during 2024, as compared to 2023. Operating profit margin decreased by 15 bps to 7.6% in 2024 from 7.7% in 2023. The decrease in operating profit margin was primarily driven by a change in contract mix and higher legal, bad debt, and insurance expense. The decrease was partially offset by labor efficiencies and lower amortization of intangible assets.
| Manufacturing & Distribution | |||||||||||||||||||||||
| Year Ended October 31, | |||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | Increase | ||||||||||||||||||||
| Revenues | $ | 1,554.3 | $ | 1,526.7 | $ | 27.6 | 1.8% | ||||||||||||||||
| Operating profit | 166.3 | 161.7 | 4.6 | 2.8% | |||||||||||||||||||
| Operating profit margin | 10.7 | % | 10.6 | % | 11 bps | ||||||||||||||||||
M&D revenues increased by $27.6 million, or 1.8%, to $1,554.3 million during 2024, as compared to 2023. The increase was primarily attributable to the expansion of business with existing customers, partially offset by the expected rebalancing of the scope of work with an existing customer and a loss of a certain customer.
Operating profit increased by $4.6 million, to $166.3 million during 2024, as compared to 2023. Operating profit margin increased by 11 bps to 10.7% in 2024 from 10.6% in 2023. The increase in operating profit margin was primarily attributable to the change in contract mix, partially offset by investments to hire certain technical expertise to support future growth.
| Aviation | |||||||||||||||||||||||
| Year Ended October 31, | |||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | Increase / (Decrease) | ||||||||||||||||||||
| Revenues | $ | 1,032.6 | $ | 925.7 | $ | 106.9 | 11.5% | ||||||||||||||||
| Operating profit | 59.1 | 60.0 | (0.9) | (1.4)% | |||||||||||||||||||
| Operating profit margin | 5.7 | % | 6.5 | % | (75) bps | ||||||||||||||||||
Aviation revenues increased by $106.9 million, or 11.5% to $1,032.6 million, during 2024, as compared to 2023. The increase was primarily attributable to new business and scope expansions with the existing clients as well as continuing recovery in travel volume. In addition, in 2023, we recognized $11.4 million in revenue from an Aviation parking project, whereby all the direct labor and related costs were recognized prior to 2023. Management reimbursement revenues for this segment totaled $36.3 million and $31.8 million during 2024 and 2023, respectively.
Operating profit decreased by $0.9 million, to $59.1 million during 2024, as compared to 2023. Operating profit margin decreased by 75 bps to 5.7% in 2024, from 6.5% in 2023. The decrease in operating profit margin was primarily attributable to the $11.4 million in revenue from an Aviation parking project recognized in 2023. The decrease in operating profit margin was partially offset by contract mix and labor efficiencies primarily due to increases in travel volume.
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| Education | |||||||||||||||||||||||
| Year Ended October 31, | |||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | Increase | ||||||||||||||||||||
| Revenues | $ | 904.0 | $ | 880.4 | $ | 23.6 | 2.7% | ||||||||||||||||
| Operating profit | 55.3 | 49.7 | 5.6 | 11.4% | |||||||||||||||||||
| Operating profit margin | 6.1 | % | 5.6 | % | 48 bps | ||||||||||||||||||
Education revenues increased by $23.6 million, or 2.7%, to $904.0 million during 2024, as compared to 2023. The increase was primarily attributable to net new business wins, partially offset by a decrease in work orders.
Operating profit increased by $5.6 million, or 11.4% to $55.3 million during 2024, as compared to 2023. Operating profit margin increased by 48 bps to 6.1% in 2024 from 5.6% in 2023. The operating profit margin was positively impacted by labor efficiencies and lower amortization of intangibles, partially offset by higher bad debt expense.
| Technical Solutions | |||||||||||||||||||||||
| Year Ended October 31, | |||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | Increase | ||||||||||||||||||||
| Revenues | $ | 809.3 | $ | 674.2 | $ | 135.1 | 20.0% | ||||||||||||||||
| Operating profit | 69.4 | 53.2 | 16.2 | 30.4% | |||||||||||||||||||
| Operating profit margin | 8.6 | % | 7.9 | % | 68 bps | ||||||||||||||||||
Technical Solutions revenues increased by $135.1 million, or 20.0%, to $809.3 million during 2024, as compared to 2023. Revenue growth was comprised of organic growth of 16.1% and acquisition growth of 3.9%. The organic revenue increase was primarily driven by higher project revenues due to the timing of completions of microgrid systems and generators installation projects, partially offset by a decrease in electric vehicle charging station sales. Acquisition growth of $26.3 million was driven by the Quality Uptime Acquisition, completed in the third quarter of 2024.
Operating profit increased by $16.2 million, or 30.4%, to $69.4 million during 2024, as compared to 2023. Operating profit margin increased by 68 bps to 8.6% in 2024 from 7.9% in 2023. The increase in operating profit margin was primarily attributable to the contract mix and lower amortization of intangible assets. This increase was partially offset by an expected charge to potentially settle a certain client matter.
| Corporate | |||||||||||||||||||||||
| Year Ended October 31, | |||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | Increase | ||||||||||||||||||||
| Corporate expenses | $ | (433.1) | $ | (226.6) | $ | 206.5 | (91.1)% | ||||||||||||||||
Corporate expenses increased by $206.5 million, or 91.1%, to $433.1 million during 2024, as compared to 2023. The increase in corporate expenses was primarily related to:
•a $95.7 million fair value adjustment to increase the contingent consideration related to the RavenVolt Acquisition recorded during 2024, as compared to a $45.6 million fair value adjustment to decrease the contingent consideration recorded during 2023;
•a $20.3 million unfavorable self-insurance reserve adjustment related to prior year claims from actuarial evaluations completed during 2024, as compared to a favorable $14.8 million adjustment recorded in 2023;
•a $24.3 million increase in costs associated with various systems’ go-live and other investments in technology; and
•an absence of a $24.0 million benefit from employee retention credits received during 2023.
This increase was partially offset by:
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•an $18.6 million decrease in certain discrete transformational costs under our ELEVATE strategy for developing the new ERP system, client-facing technology, workforce management tools, and data analytics.
The Year Ended October 31, 2023, Compared with the Year Ended October 31, 2022
For a comparison of our Segment Information for the year ended October 31, 2023, to the year ended October 31, 2022, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended October 31, 2023, filed with the SEC on December 18, 2023.
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Liquidity and Capital Resources
Our primary sources of liquidity are operating cash flows and borrowing capacity under our credit facility. We assess our liquidity in terms of our ability to generate cash to fund our short- and long-term cash requirements. As such, we project our anticipated cash requirements as well as cash flows generated from operating activities to meet those needs.
In addition to normal working capital requirements, we anticipate that our short- and long-term cash requirements will include funding insurance claims, dividend payments, capital expenditures, share repurchases, mandatory loan repayments, contingent consideration payments from acquisitions, and systems and technology transformation initiatives under our ELEVATE strategy. We anticipate long-term cash uses may also include strategic acquisitions. On a long-term basis, we will continue to rely on our credit facility for any long-term funding not provided by operating cash flows.
We believe that our operating cash flows and borrowing capacity under our credit facility are sufficient to fund our cash requirements for at least a 12-month period from the issuance of these financial statements. In the event that our plans change or our cash requirements are greater than we anticipate, we may need to access the capital markets to finance future cash requirements. However, there can be no assurance that such financing will be available to us should we need it or, if available, that the terms will be satisfactory to us and not dilutive to existing shareholders.
Credit Facility
On September 1, 2017, we refinanced and replaced our then-existing $800.0 million credit facility with a new senior, secured five-year syndicated credit facility (the “Credit Facility”), consisting of a $900.0 million revolving line of credit and an $800.0 million amortizing term loan. In accordance with the terms of the Credit Facility, the revolving line of credit was reduced to $800.0 million on September 1, 2018.
On June 28, 2021, the Company amended and restated the Credit Facility (the “Second Amendment,” and the Credit Facility as amended, the “Amended Credit Facility”), extending the maturity date to June 28, 2026, and increasing the capacity of the revolving credit facility from $800.0 million to $1.3 billion and the then-remaining term loan outstanding from $620.0 million to $650.0 million. The Amended Credit Facility provides for the issuance of up to $350.0 million for standby letters of credit and the issuance of up to $75.0 million in swingline advances. The obligations under the Amended Credit Facility are secured on a first-priority basis by a lien on substantially all of our assets and properties, subject to certain exceptions. We may repay amounts borrowed under the Amended Credit Facility at any time without penalty.
At November 1, 2022, we amended our Amended Credit Facility pursuant to the LIBOR Transition Amendment and the Fifth Amendment to replace the benchmark rate at which U.S.-dollar-denominated borrowings bear interest from LIBOR to the forward-looking SOFR term rate administered by CME Group Benchmark Administration Limited. As a result of these amendments, we can borrow at Term SOFR plus a credit spread adjustment of 0.10% subject to a floor of zero.
The Amended Credit Facility contains certain covenants, including a maximum total net leverage ratio of 5.00 to 1.00, a maximum secured net leverage ratio of 4.00 to 1.00, and a minimum interest coverage ratio of 1.50 to 1.00, as well as other financial and non-financial covenants. In the event of a material acquisition, as defined in the Amended Credit Facility, we may elect to increase the maximum total net leverage ratio to 5.50 to 1.00 for a total of four fiscal quarters and increase the maximum secured net leverage ratio to 4.50 to 1.00 for a total of four fiscal quarters. Our borrowing capacity is subject to, and limited by, compliance with the covenants described above. At October 31, 2024, we were in compliance with these covenants and expect to be in compliance in the foreseeable future.
During 2024, we made $32.5 million of principal payments under the term loan. At October 31, 2024, the total outstanding borrowings and standby letters of credit were $1,335.3 million and $57.9 million, respectively. At October 31, 2024, we had up to $423.6 million of borrowing capacity.
Reinvestment of Foreign Earnings
We plan to reinvest our foreign earnings to fund future non-U.S. growth and expansion, and we do not anticipate remitting such earnings to the United States. While U.S. federal tax expense has been recognized as a
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result of the Tax Cuts and Jobs Act of 2017, no deferred tax liabilities with respect to federal and state income taxes or foreign withholding taxes have been recognized. We believe that our cash on hand in the United States, along with our Amended Credit Facility and future domestic cash flows, are sufficient to satisfy our domestic liquidity requirements.
Share Repurchases
Effective December 13, 2023, our Board of Directors expanded our existing share repurchase program by an additional $150.0 million of our common stock. We repurchased shares under the share repurchase program during the year ended October 31, 2024, as summarized below. At October 31, 2024, authorization for $154.5 million of repurchases remained under the Share Repurchase Program.
| Years Ended October 31, | |||||||||||
| (in millions, except per share amounts) | 2024 | 2023 | |||||||||
| Total number of shares purchased | 1.17 | 3.34 | |||||||||
Average price paid per share(1) | $ | 47.86 | $ | 41.06 | |||||||
Total cash paid for share repurchases(1) | $ | 55.8 | $ | 137.1 | |||||||
(1) Average price paid per share and total cash paid for share repurchases do not include any excise tax for stock repurchases as part of the Inflation Reduction Act of 2022.
Proceeds from Federal Energy Savings Performance Contracts
As part of our Technical Solutions business, we enter into energy savings performance contracts (“ESPC”) with the federal government pursuant to which we agree to develop, design, engineer, and construct a project and guarantee that the project will satisfy agreed-upon performance standards. Proceeds from ESPC projects are generally received in advance of construction through agreements to sell the ESPC receivables to unaffiliated third parties. We use the advances from the third parties under these agreements to finance the projects, which are recorded as cash flows from financing activities. The use of the cash received under these arrangements to pay project costs is classified as operating cash flows.
Effect of Inflation
The rates of inflation experienced in recent years have not had a material impact on our Financial Statements. We attempt to recover increased costs by increasing prices for our services to the extent permitted by contracts and competition.
Regulatory Environment
Our operations are subject to various federal, state, and/or local laws, rules, and regulations regulating among other things, labor, wages, and health and safety matters, as well as laws and regulations relating to the discharge of materials into the environment or otherwise relating to the protection of the environment. Historically, the cost of complying with these laws, rules, and regulations has not had a material adverse effect on our financial position, results of operations, or cash flows.
Cash Flows
In addition to revenues and operating profit, our management views operating cash flows as a good indicator of financial performance, because strong operating cash flows provide opportunities for growth both organically and through acquisitions. Operating cash flows primarily depend on: revenue levels; profitability levels of our jobs; the quality and timing of collections of accounts receivable; the timing of payments to suppliers and other vendors; the timing and amount of income tax payments; the actual payments of contingent consideration made in excess of the acquisition-date fair value; and the timing and amount of payments on insurance claims and legal
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settlements.
| Year Ended October 31, | |||||||||||||||||
| (in millions) | 2024 | 2023 | 2022 | ||||||||||||||
| Net cash provided by operating activities | 226.7 | 243.3 | 20.4 | ||||||||||||||
| Net cash used in investing activities | (171.9) | (62.1) | (241.5) | ||||||||||||||
| Net cash (used in) provided by financing activities | (61.5) | (186.3) | 235.5 | ||||||||||||||
Operating Activities
Net cash provided by operating activities decreased by $16.6 million during 2024, as compared to 2023. The decrease was primarily driven by the timing of working capital requirements. The decrease was partially offset by the absence of a $66.0 million payment of deferred payroll taxes done in 2023.
Net cash provided by operating activities increased by $222.9 million during 2023, as compared to 2022. The increase was primarily driven by a $143.8 million payment made for the Bucio settlement in 2022 and the related income tax benefit.
Investing Activities
Net cash used in investing activities changed by $109.8 million during 2024, as compared to 2023. The change was primarily related to the Quality Uptime Acquisition, completed in 2024.
Net cash used in investing activities changed by $179.5 million during 2023, as compared to 2022. The change was primarily related to the Momentum and RavenVolt acquisitions, completed in 2022.
Financing Activities
Net cash used in financing activities was $61.5 million in 2024, as compared to net cash used in financing activities of $186.3 million in 2023. The decrease in net cash used was primarily related to lower share buyback repurchases in 2024 and an increase in our book cash overdrafts.
Net cash used in financing activities was $186.3 million in 2023, as compared to net cash provided by financing activities of $235.5 million in 2022. The change was primarily related to a decrease in net borrowings from our Amended Credit Facility, as in 2022 we had higher borrowings to fund the Momentum and RavenVolt acquisitions and higher share repurchases in 2023.
Dividends
On December 5, 2024, we announced a quarterly cash dividend of $0.265 per share on our common stock, payable on February 3, 2025, to shareholders of record on January 2, 2025. We declared a quarterly cash dividend on our common stock every quarter during 2024, 2023, and 2022. We paid total annual dividends of $56.5 million, $57.5 million, and $51.9 million during 2024, 2023, and 2022, respectively.
Material Cash Requirements from Contractual and Other Obligations
As of October 31, 2024, our material cash requirements for our known contractual and other obligations were as follows:
•Debt Obligations and Interest Payments – Outstanding payments on our Amended Credit Facility were $1,335.3 million, with $32.5 million payable within 12 months. We have future interest payments based on our hedged borrowings under our Amended Credit Facility of $15.7 million, which is payable within 12 months. The interest payments on our remaining borrowings under the Amended Credit Facility will be determined based upon the average outstanding balance of our borrowings and the prevailing interest rate during that time. See Note 11, “Credit Facility,” in the Financial Statements for further detail of our debt and the timing of expected future principal and interest payments.
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•Operating and Finance Leases – We enter into various noncancelable lease agreements for office space, parking facilities, warehouses, vehicles, and equipment used in the normal course of business. Operating and finance lease obligations were $160.0 million, with $37.4 million payable within 12 months. See Note 5, “Leases,” in the Financial Statements for further detail of our obligations and the timing of expected future payments.
•Service Concession Arrangements – As defined under ASU No. 2017-10, Service Concession Arrangements (Topic 853): Determining the Customer of the Operation Services, our leased location parking arrangements are represented as service concession arrangements. We had contractual payments for these arrangements of $71.4 million, with $25.0 million payable within 12 months.
•Information Technology Service Agreements – Information technology service agreements represent outsourced services and licensing costs pursuant to our information technology agreements. We had contractual payments for these agreements of $117.1 million, with $49.7 million payable within 12 months.
•Benefit Obligations – Expected future payments relating to our defined benefit, postretirement, and deferred compensation plans were $38.1 million, with $3.4 million payable in 12 months. These amounts are based on expected future service and were calculated using the same assumptions used to measure our benefit obligation at October 31, 2024.
•Contingent Consideration Payable Connection with Our Acquisition of RavenVolt – At October 31, 2024, contingent consideration of up to $75.0 million in cash may be paid in calendar year 2025 if the RavenVolt business achieves certain financial targets in calendar year 2024, as defined in the merger agreement. We expect the RavenVolt business to achieve the aforementioned financial targets for calendar year 2024, and as such, we currently expect to make a $75.0 million payment in May 2025 for calendar year 2024.
In addition, our material cash requirements for other obligations, for which we cannot reasonably estimate future payments, include the following:
•Multiemployer Benefit Plans – In addition to our company sponsored benefit plans, we participate in certain multiemployer pension and other postretirement plans. The cost of these plans is equal to the annual required contributions determined in accordance with the provisions of negotiated collective bargaining arrangements. During 2024, 2023, and 2022, contributions made to these plans were $565.9 million, $574.6 million, and $555.1 million, respectively; however, our future contributions to the multiemployer plans are dependent upon a number of factors, including the funded status of the plans, the ability of other participating companies to meet ongoing funding obligations, and the level of our ongoing participation in these plans. Amounts of future contributions that we would be contractually obligated to make pursuant to these plans cannot be reasonably estimated. See Note 12, “Employee Benefit Plans,” in the Financial Statements for more information.
•Self-Insurance Obligations – We may make payments for exposures for which we are self-insured, including workers’ compensation, general liability, automobile liability, property damage, and other insurable risks. At October 31, 2024, our self-insurance reserves, net of recoverables, were $517.3 million. As these obligations do not have scheduled maturities, we are unable to make a reliable estimate of the amount or timing of cash that may be required to settle these matters. See Note 10, “Insurance,” in the Financial Statements for further detail.
•Unrecognized Tax Benefits – At October 31, 2024, our total liability for unrecognized tax benefits was $7.9 million. The resolution or settlement of these tax positions with the taxing authorities is subject to significant uncertainty, and therefore we are unable to make a reliable estimate of the amount or timing of cash that may be required to settle these matters. In addition, certain of these matters may not require cash settlements due to the utilization of credits and net operating loss carryforwards as well as other offsets, including the indirect benefit from other taxing jurisdictions that may be available.
•Contingent Consideration Payable in Connection with Our Acquisition of RavenVolt – At October 31, 2024, contingent consideration of up to $205.0 million, of which $34.1 million has been accrued as of October 31, 2024, in cash may be paid in calendar year 2026 if the RavenVolt business achieves certain financial targets in calendar year 2025, as defined in the merger agreement.
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Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements other than unrecorded standby letters of credit and surety bonds. We use letters of credit and surety bonds in the ordinary course of business to ensure the performance of contractual obligations and to collateralize self-insurance obligations in the event we are unable to meet our claim payment obligations. As we already have reserves on our books for the claims costs, these do not represent additional liabilities. The surety bonds typically remain in force for one to five years and may include optional renewal periods. As of October 31, 2024, these letters of credit totaled $57.9 million, and surety bonds and surety-backed letters of credit totaled $854.7 million, respectively. Neither of these arrangements has a material current effect, or is reasonably likely to have a material future effect, on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.
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Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in accordance with United States generally accepted accounting principles (“U.S. GAAP”) requires our management to make certain estimates that affect the reported amounts. We base our estimates on historical experience, known or expected trends, independent valuations, and various other assumptions that we believe to be reasonable under the circumstances. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. There have been no significant changes to our critical accounting policies and estimates for the year ended October 31, 2024. We believe the following critical accounting policies govern the more significant judgments and estimates used in the preparation of our Financial Statements.
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| Description | Judgments and Uncertainties | Effect if Actual Results Differ from Assumptions | ||||||||||||
Valuation of Long-Lived Assets We evaluate our fixed assets and amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. These events and circumstances include, but are not limited to: higher than expected attrition for customer relationships; a current expectation that a long-lived asset will be disposed of significantly before the end of its previously estimated useful life, such as when we classify a business as held for sale; a significant adverse change in the extent or manner in which we use a long-lived asset; or a change in the physical condition of a long-lived asset. Undiscounted cash flow analyses are used to determine if impairment exists; if impairment is determined to exist, the loss is calculated based on estimated fair value. Goodwill is not amortized but rather tested at least annually for impairment or more often if events or changes in circumstances indicate it is more likely than not that the carrying amount of the asset may not be recoverable. Goodwill is tested for impairment at the reporting unit level, which represents an operating segment or a component of an operating segment. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We may elect not to perform the qualitative assessment for some or all of our reporting units and instead perform a quantitative impairment test. | Our impairment evaluations require us to apply judgment in determining whether a triggering event has occurred, including the evaluation of whether it is more likely than not that a long-lived asset will be disposed of significantly before the end of its previously estimated useful life. Incorrect estimation of useful lives may result in inaccurate depreciation and amortization charges over future periods leading, to future impairment. Our impairment loss calculations contain uncertainties because they require management to make assumptions and to apply judgment to estimate future cash flows and asset fair values, including forecasting useful lives of the assets and selecting the discount rate that reflects the risk inherent in future cash flows. We estimate the fair value of each reporting unit using a combination of the income approach and the market approach. The income approach incorporates the use of a discounted cash flow method in which the estimated future cash flows and terminal value are calculated for each reporting unit and then discounted to present value using an appropriate discount rate. The valuation of our reporting units requires significant judgment in evaluation of recent indicators of market activity and estimated future cash flows, discount rates, and other factors. Our impairment analyses contain inherent uncertainties due to uncontrollable events that could positively or negatively impact anticipated future economic and operating conditions. In making these estimates, the weighted-average cost of capital is utilized to calculate the present value of future cash flows and terminal value. Many variables go into estimating future cash flows, including estimates of our future revenue growth and operating results. When estimating our projected revenue growth and future operating results, we consider industry trends, economic data, and our competitive advantage. The market approach estimates fair value of a reporting unit by using market comparables for reasonably similar public companies. | During the last three years, we have not made any changes in the accounting methodology used to evaluate the impairment of long-lived assets or to estimate the useful lives of our long-lived assets. Additionally, we have not made any changes in the accounting methodology used to evaluate impairment of goodwill during the last three years. At October 31, 2024, we had $2.6 billion of goodwill. Our goodwill is included in the following segments: $1.1 billion — B&I $502.2 million — M&D $459.3 million — Education $69.4 million — Aviation $449.6 million — Technical Solutions A goodwill impairment analysis was performed for each of our reporting units on August 1, 2024. Based on these studies, the implied fair value of each of our reporting units was substantially in excess of its carrying value, with the exception of the Education reporting unit which had an excess of 25%. Therefore, we concluded there were no indicators of impairment. A 10% decrease in the estimated fair value of any of our reporting units would not have resulted in a different conclusion. We concluded there were no indicators of impairment. | ||||||||||||
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| Description | Judgments and Uncertainties | Effect if Actual Results Differ from Assumptions | ||||||||||||
| Insurance Reserves | ||||||||||||||
We use a combination of insured and self-insurance programs to cover workers’ compensation, general liability, automobile liability, property damage, and other insurable risks. Insurance claim liabilities represent our estimate of retained risks without regard to insurance coverage. We retain a substantial portion of the risk related to certain workers’ compensation and medical claims. Liabilities associated with these losses include estimates of both claims filed and IBNR Claims. With the assistance of third-party actuaries, we periodically review our estimate of ultimate losses for IBNR Claims and adjust our required self-insurance reserves as appropriate. As part of this evaluation, we review the status of existing and new claim reserves as established by our third-party claims administrators. The third-party claims administrators establish the case reserves based upon known factors related to the type and severity of the claims, demographic data, legislative matters, and case law, as appropriate. We compare actual trends to expected trends and monitor claims development. The specific case reserves estimated by the third-party administrators are provided to an actuary who assists us in projecting an actuarial estimate of the overall ultimate losses for our self-insured or high deductible programs. The projection includes the case reserves plus an actuarial estimate of reserves required for additional developments, including IBNR Claims. We utilize the results of actuarial studies to estimate our insurance rates and insurance reserves for future periods and to adjust reserves, if appropriate, for prior years. | Our self-insurance liabilities contain uncertainties due to assumptions required and judgment used. Costs to settle our obligations, including legal and healthcare costs, could fluctuate and cause estimates of our self-insurance liabilities to change. Incident rates, including frequency and severity, could fluctuate and cause the estimates in our self-insurance liabilities to change. These estimates are subject to: changes in the regulatory environment; fluctuations in projected exposures, including payroll, revenues, and the number of vehicle units; and the frequency, lag, and severity of claims. The full extent of certain claims, especially workers’ compensation and general liability claims, may not be fully determined for several years. In addition, if the reserves related to self-insurance or high deductible programs from acquired businesses are not adequate to cover damages resulting from future accidents or other incidents, we may be exposed to substantial losses arising from future claim developments. | We have not made any changes in the accounting methodology used to establish our self-insurance liabilities during the past three years. After analyzing recent loss development patterns, comparing the loss development patterns against benchmarks, and applying actuarial projection methods to estimate the ultimate losses, we increased our total reserves related to prior years for known claims as well as our estimate of the loss amounts associated with IBNR Claims during 2024 by $20.3 million. In 2023, we decreased our total reserves related to prior years claims by $14.8 million. It is possible that actual results could differ from recorded self-insurance liabilities. Our insurance claims liabilities as of October 31, 2024 amounted to $619.4 million. A 10% change in our projected ultimate losses would have affected net income by approximately $37.2 million for 2024. | ||||||||||||
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Accounting Pronouncements
| Accounting Standard Updates | Topic | Summary | Effective Date/ Method of Adoption | |||||||||||||||||
2023-07 | Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures | This ASU, issued in November 2023, improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU requires disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker, and an amount for other segment items by reportable segment, with a description of its composition. We are currently evaluating the impact of implementing this guidance on our financial statements. | This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. | |||||||||||||||||
2023-09 | Income Taxes (Topic 740): Improvements to Income Tax Disclosures | This ASU, issued in December 2023, is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. We are currently evaluating the impact of implementing this guidance on our financial statements. | This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. | |||||||||||||||||
2024-03 | Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses | This ASU, issued in November 2024, is intended to improve financial reporting by requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods. We are currently evaluating the impact of implementing this guidance on our financial statements. | This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. | |||||||||||||||||
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We have market risk exposure related to interest rates and foreign currency exchange rates. Market risk is measured as the potential negative impact on earnings, cash flows, or fair values resulting from a hypothetical change in interest rates or foreign currency exchange rates.
Interest Rate Risk
We are primarily exposed to interest rate risk through our variable rate borrowings under our Amended Credit Facility, as further described in Note 11, “Credit Facility,” in the Financial Statements. Under the Amended Credit Facility, the term loan and U.S.-dollar-denominated borrowings under the revolver bear interest at a rate equal to one-month SOFR plus a spread. Euro- and sterling-denominated borrowings under the revolver bear at rate equal to the EURIBOR and SONIA reference rates, respectively, plus a spread. At October 31, 2024, we had total outstanding borrowings of $1,335.3 million. To limit exposure to upward movements in interest rates associated with our floating-rate, SOFR-based borrowings, we entered into interest rate swap agreements to fix the interest rates on a portion of our outstanding borrowings. At October 31, 2024, we had interest rate swaps with an underlying notional amount of $695.0 million and fixed interest rates ranging from 1.72% to 3.81%. Based on our average borrowings, interest rates, and interest rate swaps in effect at October 31, 2024 and 2023, a 100 basis point increase in SOFR, EURIBOR, and SONIA would decrease our future earnings and cash flows by $5.6 million and $5.4 million, respectively. As actual interest rate movements over time are uncertain, our interest rate swaps pose potential interest rate risks if interest rates decrease. As of October 31, 2024, the fair value of our interest rate swap agreements was an asset of $13.5 million.
Foreign Currency Exchange Rate Risk
We are primarily exposed to the impact of foreign exchange rate risk through our UK and Ireland operations where the functional currency is the British pound sterling (“GBP”) and Euro (“EUR”), respectively. As we intend to remain permanently invested in these foreign operations, we do not utilize hedging instruments to mitigate foreign currency exchange risks. If we change our intent with respect to such international investment, we would expect to implement strategies designed to manage those risks in an effort to mitigate the effect of foreign currency fluctuations on our earnings and cash flows.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
ABM Industries Incorporated:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of ABM Industries Incorporated and subsidiaries (the Company) as of October 31, 2024 and 2023, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended October 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended October 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of October 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated December 19, 2024, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of self-insurance liabilities
As discussed in Notes 2 and 10 to the consolidated financial statements, the Company uses a combination of insured and self-insurance programs to cover insurable risks. The balance of casualty program insurance reserves as of October 31, 2024, amounted to $608.4 million, a portion of which related to workers’ compensation and general liability self-insurance liabilities. The Company engages actuaries to estimate its self-insurance liabilities at least annually.
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We identified the evaluation of certain workers’ compensation and general liability self-insurance liabilities as a critical audit matter because it involves a high degree of judgment and actuarial expertise to assess: (1) the application of actuarial models used and (2) estimated incurred but not reported claims based on application of loss development factors to historical claims experience.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s self-insurance liability process, including controls related to (1) evaluation of claims information sent to the actuary, (2) estimation of incurred but not reported claims based on the application of loss development factors to historical claims experience, and (3) evaluation of the actuarial report and the external actuarial specialist’s qualifications and competency. We evaluated the Company’s historical ability to estimate self-insurance liabilities by comparing the prior year recorded amounts to the subsequent claim development. We tested a sample of the claims data utilized by the Company’s actuaries by comparing it to underlying claims details; and involved an actuarial professional with specialized skills and knowledge who assisted in the:
•assessment of the application of the actuarial models used by the Company for consistency with generally accepted actuarial standards and
•development of an actuarial estimate of self-insurance liabilities based on the Company’s underlying historical paid and incurred loss data for comparison with the liabilities recorded by the Company.
/s/ KPMG LLP
We have served as the Company’s auditor since 1980.
December 19, 2024
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
ABM Industries Incorporated:
Opinion on Internal Control Over Financial Reporting
We have audited ABM Industries Incorporated and subsidiaries’ (the Company) internal control over financial reporting as of October 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of October 31, 2024 and 2023, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended October 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated December 19, 2024, expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
New York, New York
December 19, 2024
45
ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| October 31, | |||||||||||
| (in millions, except share and per share amounts) | 2024 | 2023 | |||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Trade accounts receivable, net of allowances of $ October 31, 2024 and 2023, respectively | |||||||||||
| Costs incurred in excess of amounts billed | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Other investments | |||||||||||
Property, plant and equipment, net of accumulated depreciation of $ $ | |||||||||||
| Right-of-use assets | |||||||||||
Other intangible assets, net of accumulated amortization of $ $ | |||||||||||
| Goodwill | |||||||||||
| Other noncurrent assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Current portion of debt, net | $ | $ | |||||||||
| Trade accounts payable | |||||||||||
| Accrued compensation | |||||||||||
| Accrued taxes—other than income | |||||||||||
Deferred revenue | |||||||||||
| Insurance claims | |||||||||||
| Income taxes payable | |||||||||||
| Current portion of lease liabilities | |||||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Long-term lease liabilities | |||||||||||
| Deferred income tax liability, net | |||||||||||
| Noncurrent insurance claims | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Noncurrent income taxes payable | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders’ Equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ October 31, 2024 and 2023, respectively | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss, net of taxes | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
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ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Years Ended October 31, | |||||||||||||||||
| (in millions, except per share amounts) | 2024 | 2023 | 2022 | ||||||||||||||
| Revenues | $ | $ | $ | ||||||||||||||
| Operating expenses | |||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||
| Operating profit | |||||||||||||||||
| Income from unconsolidated affiliates | |||||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||
| Income before income taxes | |||||||||||||||||
| Income tax provision | ( | ( | ( | ||||||||||||||
| Net income | |||||||||||||||||
| Other comprehensive (loss)/income | |||||||||||||||||
| Interest rate swaps | ( | ( | |||||||||||||||
| Foreign currency translation and other | ( | ||||||||||||||||
| Income tax provision | ( | ||||||||||||||||
| Comprehensive income | $ | $ | $ | ||||||||||||||
Net income per common share | |||||||||||||||||
| Basic | $ | $ | $ | ||||||||||||||
| Diluted | |||||||||||||||||
| Weighted-average common and common equivalent shares outstanding | |||||||||||||||||
| Basic | |||||||||||||||||
| Diluted | |||||||||||||||||
See accompanying notes to consolidated financial statements.
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ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| Years Ended October 31, | ||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||||||||||||||||||||
| (in millions, except per share amounts) | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||||||||||||||
| Balance, beginning of year | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Stock issued under employee stock purchase and share-based compensation plans | ||||||||||||||||||||||||||||||||||||||
Repurchase of common stock, including excise taxes | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance, end of year | ||||||||||||||||||||||||||||||||||||||
| Additional Paid-in Capital | ||||||||||||||||||||||||||||||||||||||
| Balance, beginning of year | ||||||||||||||||||||||||||||||||||||||
Taxes withheld under employee stock purchase and share-based compensation plans, net | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||||||||||||||||||||
Repurchase of common stock, including excise taxes | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Balance, end of year | ||||||||||||||||||||||||||||||||||||||
| Accumulated Other Comprehensive Loss, Net of Taxes | ||||||||||||||||||||||||||||||||||||||
| Balance, beginning of year | ( | ( | ( | |||||||||||||||||||||||||||||||||||
Other comprehensive (loss)/income | ( | |||||||||||||||||||||||||||||||||||||
| Balance, end of year | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Retained Earnings | ||||||||||||||||||||||||||||||||||||||
| Balance, beginning of year | ||||||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||
| Dividends | ||||||||||||||||||||||||||||||||||||||
Common stock ($ | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Stock issued under share-based compensation plans | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Balance, end of year | ||||||||||||||||||||||||||||||||||||||
| Total Stockholders’ Equity | $ | $ | $ | |||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
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ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Years Ended October 31, | |||||||||||||||||
| (in millions) | 2024 | 2023 | 2022 | ||||||||||||||
| Cash flows from operating activities | |||||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Deferred income taxes | ( | ( | |||||||||||||||
| Share-based compensation expense | |||||||||||||||||
| Provision for/(Recovery of) bad debt | ( | ||||||||||||||||
| Amortization of accumulated other comprehensive gain on interest rate swaps | ( | ||||||||||||||||
| Discount accretion on insurance claims | |||||||||||||||||
| Gain on sale of assets | ( | ( | ( | ||||||||||||||
| Income from unconsolidated affiliates | ( | ( | ( | ||||||||||||||
| Distributions from unconsolidated affiliates | |||||||||||||||||
| Change in fair value of contingent consideration | ( | ||||||||||||||||
| Changes in operating assets and liabilities, net of effects of acquisitions | |||||||||||||||||
| Trade accounts receivable and costs incurred in excess of amounts billed | ( | ( | ( | ||||||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||||||||
| Right-of-use assets | |||||||||||||||||
| Other noncurrent assets | ( | ( | |||||||||||||||
| Trade accounts payable and other accrued liabilities | ( | ( | ( | ||||||||||||||
| Long-term lease liabilities | ( | ( | ( | ||||||||||||||
| Insurance claims | ( | ||||||||||||||||
| Income taxes payable | ( | ( | |||||||||||||||
| Other noncurrent liabilities | ( | ( | |||||||||||||||
| Total adjustments | ( | ( | |||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||
| Cash flows from investing activities | |||||||||||||||||
| Additions to property, plant and equipment | ( | ( | ( | ||||||||||||||
| Proceeds from sale of assets | |||||||||||||||||
| Investments in equity securities | ( | ( | |||||||||||||||
| Purchase of business, net of cash acquired | ( | ( | |||||||||||||||
| Net cash used in investing activities | ( | ( | ( | ||||||||||||||
| Cash flows from financing activities | |||||||||||||||||
| Taxes withheld from issuance of share-based compensation awards, net | ( | ( | ( | ||||||||||||||
| Repurchases of common stock, including excise taxes | ( | ( | ( | ||||||||||||||
| Dividends paid | ( | ( | ( | ||||||||||||||
| Borrowings from debt | |||||||||||||||||
| Repayment of borrowings from debt | ( | ( | ( | ||||||||||||||
| Changes in book cash overdrafts | ( | ||||||||||||||||
| Financing of energy savings performance contracts | |||||||||||||||||
| Repayment of finance lease obligations | ( | ( | ( | ||||||||||||||
| Net cash (used in) provided by financing activities | ( | ( | |||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||||||||
| Net (decrease) increase in cash and cash equivalents | ( | ( | |||||||||||||||
| Cash and cash equivalents at beginning of year | |||||||||||||||||
| Cash and cash equivalents at end of year | $ | $ | $ | ||||||||||||||
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ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
| Years Ended October 31, | |||||||||||||||||
| (in millions) | 2024 | 2023 | 2022 | ||||||||||||||
| Supplemental cash flow information | |||||||||||||||||
| Income tax payments, net | $ | $ | $ | ||||||||||||||
| Interest paid on credit facility | |||||||||||||||||
See accompanying notes to consolidated financial statements.
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ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. THE COMPANY AND NATURE OF OPERATIONS
ABM is a leading provider of integrated facility services with a mission to make a difference, every person, every day. We are organized into four industry groups and one Technical Solutions segment:
Through these groups, we offer janitorial, facilities engineering, parking, and specialized mechanical and electrical technical solutions, on a standalone basis or in combination with other services.
2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and with the rules and regulations of the SEC, specifically Regulation S-X and the instructions to Form 10-K. Unless otherwise indicated, all references to years are to our fiscal year, which ends on October 31.
We round amounts in the Financial Statements to millions and calculate all percentages and per-share data from the underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding.
Cash and Cash Equivalents
Trade Accounts Receivable and Costs Incurred in Excess of Amounts Billed
Trade accounts receivable arise from services provided to our clients and are usually due and payable on varying terms from receipt of the invoice to net 60 days, with the exception of certain Technical Solutions project receivables that may have longer collection periods. These receivables are recorded at the invoiced amount and normally do not bear interest. In addition, our trade accounts receivable include unbilled receivables, such as invoices for services that have been provided but are not yet billed.
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Costs incurred in excess of amounts billed arise from Technical Solutions project contracts that typically provide for a schedule of billings or invoices to the client based on our performance to date of specific tasks inherent in the fulfillment of our performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, revenues generally differ from amounts that can be billed or invoiced to the client at any point during the contract.
Allowance for Doubtful Accounts
We determine the allowance for doubtful accounts based on historical write-offs, known or expected trends, and the identification of specific balances deemed uncollectible. For the specifically identified balances, we establish the reserve upon the earlier of a client’s inability to meet its financial obligations or after a period of 12 months, unless our management believes such amounts will ultimately be collectible.
Sales Allowance
Other Current Assets
Other Investments
Property, Plant and Equipment
We record property, plant and equipment at cost. Repairs and maintenance expenditures are expensed as incurred. In contrast, we capitalize major renewals or replacements that substantially extend the useful life of an asset. We determine depreciation for financial reporting purposes using the straight-line method over the following estimated useful lives:
| Category | Years | ||||
| Computer equipment and software | |||||
| Machinery and other equipment | |||||
| Transportation equipment | |||||
| Buildings | |||||
| Furniture and fixtures | |||||
In addition, we depreciate assets under finance leases and leasehold improvements over the shorter of their estimated useful lives or the remaining lease term. Upon retirement or sale of an asset, we remove the cost and accumulated depreciation from our Consolidated Balance Sheets. When applicable, we record corresponding gains or losses within the accompanying Consolidated Statements of Comprehensive Income.
Leases
We account for our leases in accordance with ASU 2016-02, Leases (Topic 842). Topic 842 requires lessees to recognize substantially all leases on their balance sheet as a right-of-use (“ROU”) asset and a lease liability. We made the accounting policy election to not recognize leases with an initial term of 12 months or less on
52
the balance sheet and will expense payments for such leases on a straight-line basis over the lease term. We also elected to not separate lease components from non-lease components.
We enter into various noncancelable lease agreements for office space, parking facilities, warehouses, vehicles, and equipment used in the normal course of business. We determine if an arrangement is a lease at inception and begin recording lease activity at the commencement date. ROU assets and lease liabilities are recognized based on the present value of lease payments over the lease term with lease expense recognized on a straight-line basis. The present value of future lease payments is determined using our incremental borrowing rate (“IBR”) unless the implicit rate in the lease is readily determinable. Our IBR is equal to our rate of interest adjusted for term differences. This IBR is applied to the minimum lease payments within each lease agreement to determine the amounts of our ROU assets and lease liabilities.
Our lease terms range from to 20 years. Some leases include options to renew or extend. We typically include extension options in a lease term when it is reasonably certain that we will exercise that option and when doing so is at our sole discretion. Certain equipment and vehicle leases may also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Typically, if we decide to cancel or terminate a lease before the end of its term, then we would owe the lessor the remaining lease payments under the term of such lease. Our lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. We may rent or sublease certain real estate assets that we no longer use to third parties.
Lease agreements may contain rent escalation clauses, rent holidays, or certain landlord incentives, including tenant improvement allowances. ROU assets include amounts for scheduled rent increases and are reduced by lease incentive amounts.
Certain of our lease agreements include variable rent payments consisting primarily of rental payments adjusted periodically for inflation, maintenance, and utilities. These costs are expensed as incurred. Certain of our parking arrangements also contain variable rent payments that are a percentage of parking services revenue based on contractual levels. We record contingent rent as it becomes probable that specified targets will be met. Variable rent lease components are not included in the lease liability.
Goodwill and Other Intangible Assets
Goodwill represents the excess purchase price of acquired businesses over the fair value of the assets acquired and liabilities assumed. We have elected to make the first day of our fourth quarter, August 1, the annual impairment assessment date for goodwill. However, we could be required to evaluate the recoverability of goodwill more often if impairment indicators exist. Goodwill is tested for impairment at a “reporting unit” level by performing either a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. We may elect not to perform the qualitative assessment for some or all reporting units and instead perform a quantitative test under which we estimate the fair value using a weighting of fair values derived from an income approach and a market approach. The discounted estimates of future cash flows include significant management assumptions, such as revenue growth rates, operating margins, weighted average cost of capital, and future economic and market conditions.
Other intangible assets primarily consist of acquired customer contracts and relationships that are amortized using the sum-of-the-years’-digits method over their useful lives, consistent with the estimated useful life considerations used in the determination of their fair values. This accelerated method of amortization reflects the pattern in which the economic benefits from the intangible assets of customer contracts and relationships are expected to be realized. We amortize other non-customer acquired intangibles using a straight-line method of amortization. We evaluate other intangible assets, as well as our long-lived assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. When this occurs, a recoverability test is performed that compares the projected undiscounted cash flows from the use and eventual disposition of an asset or asset group to its carrying amount. If the projected undiscounted cash flows are
53
less than the carrying amount, then we calculate an impairment loss. The impairment loss calculation compares the fair value, which is based on projected discounted cash flows, to the carrying value.
See Note 9, “Goodwill and Other Intangible Assets,” for further information on goodwill, other intangible assets, and impairment charges.
Other Noncurrent Assets
At October 31, 2024 and 2023, other noncurrent assets primarily consisted of long-term insurance recoverables, cloud computing arrangements, capitalized commissions, interest rate swap assets, prepayments to carriers for future insurance claims, and insurance deposits.
Federal Energy Savings Performance Contract Receivables
Fair Value of Financial Instruments
Fair value is the price we would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. In the absence of active markets for identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date.
Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:
Level 1 – Quoted prices for identical instruments in active markets;
Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable; and
Level 3 – Significant inputs to the valuation model are unobservable.
Insurance Reserves
We use a combination of insured and self-insurance programs to cover workers’ compensation, general liability, automobile liability, property damage, and other insurable risks. Insurance claim liabilities represent our estimate of retained risks without regard to insurance coverage. We retain a substantial portion of the risk related to certain workers’ compensation and medical claims. Liabilities associated with these losses include estimates of both filed claims and IBNR Claims.
With the assistance of third-party actuaries, we review our estimate of ultimate losses for actual and IBNR Claims on a quarterly basis and adjust our required self-insurance reserves as appropriate. See Note 10, “Insurance,” for further details on the quarterly review procedures. As part of this evaluation, we review the status of
54
existing and new claim reserves as established by third-party claims administrators. The third-party claims administrators establish the case reserves based upon known factors related to the type and severity of the claims, demographic factors, legislative matters, and case law, as appropriate. We compare actual trends to expected trends and monitor claims developments. The specific case reserves estimated by the third-party administrators are provided to an actuary who assists us in projecting an actuarial estimate of the overall ultimate losses for our self-insured or high deductible programs, which includes the case reserves plus an actuarial estimate of reserves required for additional developments, such as IBNR Claims. We utilize the results of actuarial studies to estimate our insurance rates and insurance reserves for future periods and to adjust reserves, if appropriate, for prior years.
In general, our insurance reserves are recorded on an undiscounted basis. We allocate current-year insurance expense to our operating segments based upon their underlying exposures, while actuarial adjustments related to prior year claims are recorded within Corporate expenses. We classify claims as current or long-term based on the expected settlement date. Estimated insurance recoveries related to recorded liabilities are reflected as assets in our Consolidated Balance Sheets when we believe the receipt of such amounts is probable.
Other Accrued Liabilities
At October 31, 2024 and 2023, other accrued liabilities primarily consisted of the short-term contingent consideration liability, employee benefits, contract liabilities, ESPC liabilities, unclaimed property, legal fees and settlements, and dividends payable
Other Noncurrent Liabilities
At October 31, 2024 and 2023, other noncurrent liabilities primarily consisted of the long-term contingent consideration liability, deferred compensation, long-term finance leases, and retirement plan liabilities.
Contracts with Customers
We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Once a contract is identified, we evaluate whether it is a combined or single contract and whether it should be accounted for as more than one performance obligation. Generally, most of our contracts are cancelable by either party without a substantive penalty, and the majority of our contracts have a notification period of 30 to 90 days. If a contract includes a cancellation clause, the remaining contract term is limited to the required termination notice period.
At contract inception, we assess the services promised to our customers and identify a performance obligation for each promise to transfer to the customer a service, or a bundle of services, that is distinct. To identify the performance obligation, we consider all of our services promised in the contract, regardless of whether they are explicitly stated or are implied by customary business practices.
The majority of our contracts contain multiple promises that represent an integrated bundle of services comprised of activities that may vary over time; however, these activities fulfill a single integrated performance obligation since we perform a continuous service that is substantially the same and has the same pattern of transfer to the customer. Our performance obligations are primarily satisfied over time as we provide the related services. We allocate the contract transaction price to this single performance obligation and recognize revenue as the services are performed, as further described in “Contract Types” below.
Certain arrangements involve variable consideration (primarily per transaction fees, reimbursable expenses, and sales-based royalties). We do not estimate the variable consideration for these arrangements; rather, we recognize these variable fees in the period they are earned. Some of our contracts, often related to Airline Services, may also include performance incentives based on variable performance measures that are ascertained exclusively by future performance and therefore cannot be estimated at contract inception and are recognized as revenue once known and mutually agreed upon. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current, and forecasted) that is reasonably available to us.
We primarily account for our performance obligations under the series guidance, using the as-invoiced practical expedient when applicable. We apply the as-invoiced practical expedient to record revenue as the services
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are provided, given the nature of the services provided and the frequency of billing under the customer contracts. Under this practical expedient, we recognize revenue in an amount that corresponds directly with the value to the customer of our performance completed to date and for which we have the right to invoice the customer.
We typically bill customers on a monthly basis and have the right to consideration from customers in an amount that corresponds directly with the performance obligation satisfied to date. The time between completion of the performance obligation and collection of cash is generally 30 to 60 days. Sales-based taxes are excluded from revenue.
Contracts generally can be modified to account for changes in specifications and requirements. We consider contract modifications to exist when the modification either changes the consideration, creates new performance obligations, or changes the existing scope of the contract and related performance obligations. Historically, contract modifications have been for services that are not distinct from the existing contract, since we are providing a bundle of services that are highly interrelated, and are therefore treated as if they were part of that existing contract. Such modifications are generally accounted for retrospectively as part of the existing contract.
Contract Types
We have arrangements under various contract types, as described below.
Monthly Fixed-Price
Monthly fixed-price arrangements are contracts in which the client agrees to pay a fixed fee every month over a specified contract term. We measure progress toward satisfaction of the performance obligation as the services are provided, and revenue is recognized at the agreed-upon contractual amount over time, because the customer simultaneously receives and consumes the benefits of the services as they are performed.
Square-Foot
Square-foot arrangements are contracts in which the client agrees to pay a fixed fee every month based on the actual square footage serviced over a specified contract term. We measure progress toward satisfaction of the performance obligation as the services are provided, and revenue is recognized at the agreed-upon contractual amount over time, because the customer simultaneously receives and consumes the benefits of the services as they are performed.
Cost-Plus
Cost-plus arrangements are contracts in which the clients reimburse us for the agreed-upon amount of wages and benefits, payroll taxes, insurance charges, and other expenses associated with the contracted work, plus a profit margin. We measure progress toward satisfaction of the performance obligation as the services are provided, and revenue is recognized at the agreed-upon contractual amount over time, because the customer simultaneously receives and consumes the benefits of the services as they are performed.
Work Orders
Work orders generally consist of supplemental services requested by clients outside of the standard service specification and include cleanup after tenant moves, construction cleanup, flood cleanup, and snow removal. The nature of these short-term contracts involves performing one-off type services, and revenue is recognized at the agreed-upon contractual amount over time as the services are provided, because the customer simultaneously receives and consumes the benefits of the services as they are performed.
Transaction-Price
Transaction-price contracts are arrangements in which customers are billed a fixed price for each transaction performed on a monthly basis (e.g., wheelchair passengers served, airplane cabins cleaned). We measure progress toward satisfaction of the performance obligation as the services are provided, and revenue is recognized at the agreed-upon contractual amount over time, because the customer simultaneously receives and consumes the benefits of the services as they are performed.
Hourly
Hourly arrangements are contracts in which the client is billed a fixed hourly rate for each labor hour provided. We measure progress toward satisfaction of the performance obligation as the services are provided, and
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revenue is recognized at the agreed-upon contractual amount over time, because the customer simultaneously receives and consumes the benefits of the services as they are performed.
Management Reimbursement
Under management reimbursement arrangements, we manage a parking facility for a management fee and pass through the revenue and expenses associated with the facility to the owner. We measure progress toward satisfaction of the performance obligation over time as the services are provided. Under these contracts we recognize both revenues and expenses, in equal amounts, that are directly reimbursed from the property owner for operating expenses, as such expenses are incurred. Such revenues do not include gross customer collections at the managed locations, because they belong to the property owners. We have determined we are the principal in these transactions, because the nature of our performance obligation is for us to provide the services on behalf of the customer and we have control of the promised services before they are transferred to the customer.
Management reimbursement revenue was $318.2 million, $302.3 million, and $280.6 million during 2024, 2023, and 2022, respectively.
Leased Location
Under leased location parking arrangements, we pay a fixed amount of rent, plus a percentage of revenues derived from monthly and transient parkers, to the property owner. We retain all revenues received, and we are responsible for most operating expenses incurred. We measure progress toward satisfaction of the performance obligation as the services are provided, and revenue is recognized over time, because the customer simultaneously receives and consumes the benefits of the services as they are performed.
Rental expense and certain other expenses under contracts that meet the definition of service concession arrangements are recorded as a reduction of revenue.
Allowance
Under allowance parking arrangements, we are paid a fixed amount or hourly rate to provide parking services, and we are responsible for certain operating expenses that are specified in the contract. We measure progress toward satisfaction of the performance obligation as the services are provided, and revenue is recognized at the agreed-upon contractual rate over time, because the customer simultaneously receives and consumes the benefits of the services as they are performed.
Energy Savings Contracts and Fixed-Price Repair and Refurbishment
Under energy savings contracts and fixed-price repair and refurbishment arrangements, we agree to develop, design, engineer, and construct a project. Additionally, as part of bundled energy solutions arrangements, we guarantee the project will satisfy agreed-upon performance standards.
We use the cost-to-cost method, which compares the actual costs incurred to date with the current estimate of total costs to complete, to measure the satisfaction of the performance obligation and recognize revenue as work progresses and we incur costs on our contracts; we believe this method best reflects the transfer of control to the customer. This measurement and comparison process requires updates to the estimate of total costs to complete the contract, and these updates may include subjective assessments and judgments. Equipment purchased for these projects is project-specific and considered a value-added element to our work. Equipment costs are incurred when the title is transferred to us, typically upon delivery to the work site. Revenue for uninstalled equipment is recognized at cost and the associated margin is deferred until installation is substantially complete.
We recognize revenue over time for all of our services as we perform them, because (i) control continuously transfers to the customer as work progresses, or (ii) we have the right to bill the customer as costs are incurred. The customer typically controls the work in process, as evidenced either by contractual termination clauses or by our rights to payment for work performed to date plus a reasonable profit to deliver products or services that do not have an alternative use to us.
Certain project contracts include a schedule of billings or invoices to the customer based on our job-to-date percentage of completion of specific tasks inherent in the fulfillment of our performance obligation(s) or in accordance with a fixed billing schedule. Fixed billing schedules may not precisely match the actual costs incurred. Therefore, revenue recognized may differ from amounts that can be billed or invoiced to the customer at any point during the contract, resulting in balances that are considered revenue recognized in excess of amounts billed or
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amounts billed in excess of revenue recognized. Advanced payments from our customers generally do not represent a significant financing component as the payments are used to meet working capital demands that can be higher in the early stages of a contract, as well as to protect us from our customer failing to meet its obligations under the contract.
Certain projects include service maintenance agreements under which existing systems are repaired and maintained for a specific period of time. We generally recognize revenue under these arrangements over time. Our service maintenance agreements are generally one-year renewable agreements.
Franchise
We franchise certain engineering services through individual and area franchises under the Linc Service and TEGG brands, which are part of ABM Technical Solutions. Initial franchise fees result from the sale of a franchise license and include the use of the name, trademarks, and proprietary methods. The franchise license is considered symbolic intellectual property, and revenue related to the sale of this right is recognized at the agreed-upon contractual amount over the term of the initial franchise agreement.
Royalty fee revenue consists of sales-based royalties received as part of the consideration for the franchise right, which is calculated as a percentage of the franchisees’ revenue. We recognize royalty fee revenue at the agreed-upon contractual rates over time as the customer revenue is generated by the franchisees. A receivable is recognized for an estimate of the unreported royalty fees, which are reported and remitted to us in arrears.
Microgrid Systems and Uninterrupted Power Supply Systems Installation
We provide electrical contracting services for energy related products such as the installation of solar solutions, battery storage, distributed generation, and other specialized electric trades.
We use the cost-to-cost method, which compares the actual costs incurred to date with the current estimate of total costs to complete, to measure the satisfaction of the performance obligation and recognize revenue as work progresses and we incur costs on our contracts; we believe this method best reflects the transfer of control to the customer. This measurement and comparison process requires updates to the estimate of total costs to complete the contract, and these updates may include subjective assessments and judgments.
Certain projects include service maintenance agreements under which existing systems are repaired and maintained for a specific period of time. We generally recognize revenue under these arrangements over time. Our service maintenance agreements are generally one-year renewable agreements.
Costs to Obtain a Contract with a Customer
We capitalize the incremental costs of obtaining a contract with a customer, primarily commissions, as contract assets and recognize the expense on a straight-line basis over a weighted average expected customer relationship period. Capitalized commissions are classified as current or noncurrent based on the timing of when we expect to recognize the expense.
Contract Balances
The timing of revenue recognition, billings, and cash collections results in contract assets and contract liabilities, as further explained below. The timing of revenue recognition may differ from the timing of invoicing to customers. If a contract includes a cancellation clause that allows for the termination of the contract by either party without a substantive penalty, then the contract term is limited to the termination notice period.
Contract assets primarily consist of billed trade receivables, unbilled trade receivables, and costs incurred in excess of amounts billed. Billed and unbilled trade receivables represent amounts from work completed in which we have an unconditional right to bill our customer. Costs incurred in excess of amounts billed typically arise when the revenue recognized on projects exceeds the amount billed to the customer. These amounts are transferred to billed trade receivables when the rights become unconditional. Contract assets also include the capitalization of incremental costs of obtaining a contract with a customer, primarily commissions.
Contract liabilities consist of deferred revenue and advance payments and billings in excess of revenue recognized. We generally classify contract liabilities as current since the related contracts are generally for a period of one year or less. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation.
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Advertising
Share-Based Compensation
Taxes Collected from Clients and Remitted to Governmental Agencies
We record taxes on client transactions due to governmental agencies as receivables and liabilities on the Consolidated Balance Sheets.
Net Income Per Common Share
Contingencies and Litigation
Income Taxes
We account for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. We measure deferred tax assets and liabilities using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered. Deferred tax assets are reviewed for recoverability on a quarterly basis. A valuation allowance is recorded to reduce the carrying amount of a deferred tax asset to its realizable value unless it is more likely than not that such asset will be realized. We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense in our Consolidated Statements of Comprehensive Income.
Employee Retention Tax Credit
During the year ended October 31, 2023, we received and recorded an employee retention credit totaling $24.0 million, within the “Selling, general and administrative expenses” on our Consolidated Statements of Comprehensive Income.
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Recently Adopted Accounting Standards
In September 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-04, Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, designed to enhance transparency around supplier finance programs by requiring new disclosures that would allow a user of the financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. This ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. We adopted this standard, effective November 1, 2023, on a prospective basis, except for the rollforward requirement, which becomes effective in fiscal year 2025. We do not participate in any material supplier finance programs and, as such, the adoption of this guidance did not have an impact on our disclosures.
Recently Issued Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This accounting update improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU requires disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker, and an amount for other segment items by reportable segment, with a description of its composition. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of implementing this guidance on our financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure. This accounting update enhances the transparency and decision usefulness of income tax disclosure. The amendments in this ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of implementing this guidance on our financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This accounting update improves financial reporting by requiring public business entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods.This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of implementing this guidance on our financial statements.
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3. ACQUISITIONS
Acquisition of Quality Uptime
Effective June 21, 2024, we acquired Quality Uptime Services, Inc. (“Quality Uptime”), an uninterrupted power supply system (“UPS”) installation and maintenance company providing customized preventive and emergency service programs for mission-critical data centers and other facilities, for a net cash purchase price of approximately $118.2 million (subject to customary working capital adjustments). The acquisition was accounted for under the acquisition method. Accordingly, the assets acquired and liabilities assumed were recognized on the date of acquisition at their estimated fair values, with the excess of the purchase price recorded as goodwill. The goodwill is amortizable over 15 years for income tax purposes. As of October 31, 2024, we recorded preliminary goodwill and intangibles of $80.6 million and $35.2 million, respectively. The total assets acquired, excluding goodwill and intangibles, and liabilities assumed amounted to $24.0 million and $21.6 million, respectively. The acquisition accounting is subject to change as we obtain additional information about the facts and circumstances that existed as of the acquisition date during the measurement period, not to exceed one year from the acquisition date. The final acquisition accounting may include changes to non-current assets, including intangible assets and working capital.
The Consolidated Statements of Comprehensive Income for the year ended October 31, 2024, include revenues attributable to Quality Uptime of $26.3 million. The operations of Quality Uptime are included in our Technical Solutions segment.
Acquisition of RavenVolt
On September 1, 2022, we completed the acquisition of all of the equity interests of RavenVolt, Inc. (“RavenVolt”), a nationwide provider of advanced turn-key microgrid systems utilized by diversified commercial and industrial customers, national retailers, utilities, and municipalities. RavenVolt’s operations are included within our Technical Solutions segment. The transaction met the definition of a business combination. We applied the acquisition method of accounting.
The purchase price for the acquisition was approximately $170.0 million in cash at closing (subject to customary working capital and net debt adjustments) plus the potential of post-closing contingent consideration of up to $280.0 million. The post closing contingent consideration would be payable in cash in calendar years 2024, 2025, and 2026 if RavenVolt’s earnings before interest, taxes, depreciation, and amortization (“EBITDA”), as defined in the RavenVolt merger agreement, meets or exceeds certain defined targets. The defined EBITDA targets for calendar year 2023 were not achieved, and as a result, no contingent consideration payment was made in 2024. The maximum remaining contingent consideration that is payable in calendar years 2025 and 2026 is $75.0 million, and $130.0 million, respectively. If the EBITDA achieved for calendar years 2023 - 2025 cumulatively meets the defined EBITDA targets, the entire $280.0 million would be paid in calendar year 2026, minus any earn-out payments made in 2024 and 2025.
To estimate the fair value of the contingent consideration on the date of acquisition, we used the Real Options method. The key assumptions used in our valuation were: i) forecast of revenues and EBITDA margins; ii) the volatility associated with the EBITDA; iii) risk-adjusted discount rate applied to forecasted EBITDA; and (iv) the credit-adjusted discount rate related to the payment of the contingent consideration. A simulation of one million scenarios was performed with the assistance of a third-party valuation specialist, resulting in a fair value for the cumulative contingent consideration for calendar years 2023 through 2025 totaling $59.0 million.
At October 31, 2023, the estimate of the fair value of the contingent consideration was $13.4 million. Changes in results of operations and management’s forecasts during 2024 for calendar years 2024 and 2025 were primarily due to the timing of large microgrid systems’ and generators’ installation project performing better than anticipated, resulting in a total increase of fair value to $109.1 million at October 31, 2024, of which $75.0 million relates to the calendar year 2024 payment to be made in 2025. Given the relatively short period of time until the end of the earn-out period, there is a high level of confidence in the projections for calendar year 2024 that are the basis for the estimated contingent consideration payment. This change in the fair value is recognized within the “Selling, general and administrative expenses” of the Consolidated Statements of Comprehensive Income.
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4. REVENUES
Disaggregation of Revenues
We generate revenues under several types of contracts, which are further described in Note 2, “Basis of Presentation and Significant Accounting Policies.” Generally, the type of contract is determined by the nature of the services provided by each of our major service lines throughout our reportable segments; therefore, we disaggregate revenues from contracts with customers into major service lines. We have determined that disaggregating revenues into these categories best depicts how the nature, amount, timing, and uncertainty of revenues and cash flows are affected by economic factors. Our reportable segments are B&I, M&D, Education, Aviation, and Technical Solutions, as described in Note 17, “Segment and Geographic Information.”
| Year Ended October 31, 2024 | ||||||||||||||||||||||||||||||||||||||
| (in millions) | B&I | M&D | Education | Aviation | Technical Solutions | Total | ||||||||||||||||||||||||||||||||
| Major Service Line | ||||||||||||||||||||||||||||||||||||||
Janitorial(1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Parking(2) | ||||||||||||||||||||||||||||||||||||||
Facility Services(3) | ||||||||||||||||||||||||||||||||||||||
Building & Energy Solutions(4) | ||||||||||||||||||||||||||||||||||||||
Airline Services(5) | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Year Ended October 31, 2023 | ||||||||||||||||||||||||||||||||||||||
| (in millions) | B&I | M&D | Education | Aviation | Technical Solutions | Total | ||||||||||||||||||||||||||||||||
| Major Service Line | ||||||||||||||||||||||||||||||||||||||
Janitorial(1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Parking(2) | ||||||||||||||||||||||||||||||||||||||
Facility Services(3) | ||||||||||||||||||||||||||||||||||||||
Building & Energy Solutions(4) | ||||||||||||||||||||||||||||||||||||||
Airline Services(5) | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
(1) Janitorial arrangements provide a wide range of essential cleaning services for commercial office buildings, airports and other transportation centers, educational institutions, government buildings, health facilities, industrial buildings, retail stores, and stadiums and arenas. These arrangements are often structured as monthly fixed-price, square-foot, cost-plus, and work order contracts.
(2) Parking arrangements provide parking and transportation services for clients at various locations, including airports and other transportation centers, commercial office buildings, educational institutions, health facilities, hotels, and stadiums and arenas. These arrangements are structured as management reimbursement, leased location, and allowance contracts. Certain of these arrangements are considered service concession agreements and are accounted for under the guidance of Topic 853; accordingly, rent expense related to these arrangements is recorded as a reduction of the related parking service revenues.
(3) Facility Services arrangements provide onsite mechanical engineering and technical services and solutions relating to a broad range of facilities and infrastructure systems that are designed to extend the useful life of facility fixed assets, improve equipment operating efficiencies, reduce energy consumption, lower overall operational costs for clients, and enhance the sustainability of client locations. These arrangements are generally structured as monthly fixed-price, cost-plus, and work order contracts.
(4) Building & Energy Solutions arrangements provide custom energy solutions, including microgrid systems installation, electrical, HVAC, lighting, electric vehicle charging station installation, uninterrupted power supply services, and other general maintenance and repair services for clients in the public and private sectors and are generally structured as Energy Savings, Fixed-Price Repair, and Refurbishment contracts. We also franchise certain operations under franchise agreements relating to our Linc Network and TEGG brands pursuant to franchise contracts.
(5) Airline Services arrangements support airlines and airports with services such as passenger assistance, catering logistics, and airplane cabin maintenance. These arrangements are often structured as monthly fixed-price, cost-plus, transaction price, and hourly contracts.
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Remaining Performance Obligations
At October 31, 2024, performance obligations that were unsatisfied or partially unsatisfied for which we expect to recognize revenue totaled $258.7 million. We expect to recognize revenue on approximately 71 % of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter, based on our estimates of project timing.
These amounts exclude variable consideration primarily related to: (i) contracts where we have determined that the contract consists of a series of distinct service periods and revenues are based on future performance that cannot be estimated at contract inception; (ii) parking contracts where we and the customer share the gross revenues or operating profit for the location; and (iii) contracts where transaction prices include performance incentives that are based on future performance and therefore cannot be estimated at contract inception. We apply the practical expedient that permits exclusion of information about the remaining performance obligations with original expected durations of one year or less.
Contract Balances
The following tables present the balances in our contract assets and contract liabilities:
| As of October 31, | ||||||||||||||
| (in millions) | 2024 | 2023 | ||||||||||||
| Contract assets | ||||||||||||||
Billed trade receivables(1) | $ | $ | ||||||||||||
Unbilled trade receivables(1) | ||||||||||||||
Costs incurred in excess of amounts billed(2) | ||||||||||||||
Capitalized commissions(3) | ||||||||||||||
(1) Included in “Trade accounts receivable, net” on the Consolidated Balance Sheets. The fluctuations correlate directly to the execution of new customer contracts and to invoicing and collections from customers in the normal course of business.
(2) Fluctuation is primarily due to the timing of payments on our contracts measured using the cost-to-cost method of revenue recognition.
(3) Included in “Other current assets” and “Other noncurrent assets” on the Consolidated Balance Sheets. During the year ended October 31, 2024, we capitalized $16.1 million of new costs and amortized $15.5 million of previously capitalized costs. There was no impairment loss recorded on the costs capitalized.
| (in millions) | Year Ended October 31, 2024 | |||||||
Contract liabilities(1) | ||||||||
| Balance at beginning of year | $ | |||||||
Acquisition additions (2) | ||||||||
| Additional contract liabilities | ||||||||
Recognition of deferred revenue | ( | |||||||
Balance at end of year | $ | |||||||
(1) Included in other accrued liabilities on the Consolidated Balance Sheets.
(2) Represents additions associated with the Quality Uptime Acquisition.
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5. LEASES
The components of lease assets and liabilities and their classification on our Consolidated Balance Sheets were as follows:
| As of October 31, | ||||||||||||||||||||
| (in millions) | Classification | 2024 | 2023 | |||||||||||||||||
| Lease assets | ||||||||||||||||||||
| Operating leases | Right-of-use assets | $ | $ | |||||||||||||||||
| Finance leases | ||||||||||||||||||||
| Total lease assets | $ | $ | ||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||
| Operating leases | Current portion of lease liabilities | $ | $ | |||||||||||||||||
| Finance leases | ||||||||||||||||||||
| Noncurrent liabilities | ||||||||||||||||||||
| Operating leases | Long-term lease liabilities | |||||||||||||||||||
| Finance leases | ||||||||||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||||||||
The components of lease costs and classification within the Consolidated Statements of Comprehensive Income were as follows:
| Year Ended October 31, | ||||||||||||||
| (in millions) | 2024 | 2023 | ||||||||||||
| Operating lease costs: | ||||||||||||||
Operating expenses(1)(2) | $ | $ | ||||||||||||
Selling, general and administrative expenses(3) | ||||||||||||||
| Finance lease costs: | ||||||||||||||
Operating expenses(4) | ||||||||||||||
Interest expense(5) | ||||||||||||||
| Total lease costs | $ | $ | ||||||||||||
(1) Related to certain parking arrangements.
(2) Includes short-term lease costs and variable lease costs.
(3) Includes short-term lease costs.
(4) Represents amortization of leased assets.
(5) Interest on lease liabilities.
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The following table presents information on short-term and variable lease costs:
| Year Ended October 31, | ||||||||||||||
| (in millions) | 2024 | 2023 | ||||||||||||
| Short-term lease costs | $ | $ | ||||||||||||
| Variable lease costs | ||||||||||||||
| Total short-term and variable lease costs | $ | $ | ||||||||||||
Sublease income generated during the year ended October 31, 2024, was immaterial.
The amounts of future undiscounted cash flows related to the lease payments over the lease terms and the reconciliation to the present value of the lease liabilities as recorded on our Consolidated Balance Sheets as of October 31, 2024, are as follows:
| (in millions) | Operating Lease Liabilities | Finance Lease Liabilities | Total | |||||||||||||||||
Fiscal 2025 | $ | $ | $ | |||||||||||||||||
Fiscal 2026 | ||||||||||||||||||||
Fiscal 2027 | ||||||||||||||||||||
Fiscal 2028 | ||||||||||||||||||||
Fiscal 2029 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
| Total lease payments | ||||||||||||||||||||
| Less: imputed interest | ||||||||||||||||||||
| Present value of lease liabilities | $ | $ | $ | |||||||||||||||||
Future sublease rental income was excluded for the periods shown above as the amounts are immaterial.
We have entered into operating lease arrangements as of October 31, 2024, that are effective for future periods. The total amount of ROU assets and lease liabilities related to these arrangements is immaterial.
The following table includes the weighted-average remaining lease terms, in years, and the weighted-average discount rate used to calculate the present value of operating lease liabilities:
| Year Ended October 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Weighted-average remaining lease term (years) | ||||||||||||||
| Operating leases | ||||||||||||||
| Finance leases | ||||||||||||||
| Weighted-average discount rate | ||||||||||||||
| Operating leases | % | % | ||||||||||||
| Finance leases | % | % | ||||||||||||
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The following table includes supplemental cash and non-cash information related to operating leases:
| Year Ended October 31, | ||||||||||||||
| (in millions) | 2024 | 2023 | ||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||||||||
| Operating cash flows from operating leases | $ | $ | ||||||||||||
| Operating cash flows from finance leases | ||||||||||||||
| Financing cash flows from finance leases | ||||||||||||||
| Lease assets obtained in exchange for new operating lease liabilities | ||||||||||||||
6. NET INCOME PER COMMON SHARE
Basic and Diluted Net Income Per Common Share Calculations
| Years Ended October 31, | |||||||||||||||||||||||
| (in millions, except per share amounts) | 2024 | 2023 | 2022 | ||||||||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||||||||
| Weighted-average common and common equivalent shares outstanding — Basic | |||||||||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||||||||
| RSUs | |||||||||||||||||||||||
| Performance shares | |||||||||||||||||||||||
| Weighted-average common and common equivalent shares outstanding — Diluted | |||||||||||||||||||||||
Net income per common share | |||||||||||||||||||||||
| Basic | $ | $ | $ | ||||||||||||||||||||
| Diluted | $ | $ | $ | ||||||||||||||||||||
Anti-Dilutive Outstanding Stock Awards Issued Under Share-Based Compensation Plans
| Years Ended October 31, | |||||||||||||||||
| (in millions) | 2024 | 2023 | 2022 | ||||||||||||||
| Anti-dilutive | |||||||||||||||||
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7. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair Value Hierarchy of Our Financial Instruments
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
| As of October 31, | |||||||||||||||||
| (in millions) | Fair Value Hierarchy | 2024 | 2023 | ||||||||||||||
Cash and cash equivalents(1) | 1 | $ | $ | ||||||||||||||
Insurance deposits(2) | 1 | ||||||||||||||||
Assets held in funded deferred compensation plan(3) | 1 | ||||||||||||||||
Credit facility (4) | 2 | ||||||||||||||||
Interest rate swap assets(5) | 2 | ||||||||||||||||
Preferred equity investments(6) | 3 | ||||||||||||||||
Contingent consideration(7) | 3 | ||||||||||||||||
(1) Cash and cash equivalents are stated at nominal value, which equals fair value.
(2) Represents restricted deposits that are used to collateralize our insurance obligations and are stated at nominal value, which equals fair value. These insurance deposits are included in “Other noncurrent assets” on the accompanying Consolidated Balance Sheets. See Note 10, “Insurance,” for further information.
(3) Represents investments held in Rabbi trusts associated with one of our deferred compensation plans, which we include in “Other noncurrent assets” on the accompanying Consolidated Balance Sheets. The fair value of the assets held in the funded deferred compensation plan is based on quoted market prices. See Note 12, “Employee Benefit Plans,” for further information.
(4) Represents gross outstanding borrowings under our Amended Credit Facility. Due to variable interest rates, the carrying value of outstanding borrowings under our line of credit and term loan approximates the fair value. See Note 11, “Credit Facility,” for further information.
(5) Represents interest rate swap derivatives designated as cash flow hedges. The fair values of the interest rate swaps are estimated based on the present value of the difference between expected cash flows calculated at the contracted interest rates and the expected cash flows at current market interest rates using observable benchmarks for the Secured Overnight Financing Rate (“SOFR”) forward rates at the end of the period. At October 31, 2024 and 2023, our interest rate swap assets are included in “Other noncurrent assets” on the accompanying Consolidated Balance Sheets. See Note 11, “Credit Facility,” for further information.
(6 Our investments do not have a readily determinable fair value; therefore, we account for the investments using the measurement alternative under Topic 321 and measure the investments at initial cost plus or minus fair value adjustments if there are observable prices minus impairment, if any.
There were no transfers to or from Level 3 financial assets or liabilities during 2024 and 2023. At October 31, 2024 and 2023, the Company had no financial assets recorded at fair value using Level 3 inputs.
Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis
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8. PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment
| As of October 31, | |||||||||||
| (in millions) | 2024 | 2023 | |||||||||
| Machinery and other equipment | $ | $ | |||||||||
| Computer equipment and software | |||||||||||
| Transportation equipment | |||||||||||
| Leasehold improvements | |||||||||||
| Furniture and fixtures | |||||||||||
| Buildings | |||||||||||
| Land | |||||||||||
Less: Accumulated depreciation(1) | |||||||||||
| Total | $ | $ | |||||||||
(1) For 2024, 2023, and 2022, depreciation expense was $50.5 million, $44.2 million, and $40.3 million, respectively.
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9. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
| (in millions) | Business & Industry | Manufacturing & Distribution | Education | Aviation | Technical Solutions | Total | |||||||||||||||||||||||||||||||||||
| Balance at October 31, 2022 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
Acquisitions | ( | ||||||||||||||||||||||||||||||||||||||||
Foreign currency translation | |||||||||||||||||||||||||||||||||||||||||
| Balance at October 31, 2023 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
Acquisitions (1) | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | |||||||||||||||||||||||||||||||||||||||||
| Balance at October 31, 2024 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
We did not
Other Intangible Assets
| As of October 31, | |||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||
| (in millions) | Gross Carrying Amount | Accumulated Amortization | Total | Gross Carrying Amount | Accumulated Amortization | Total | |||||||||||||||||||||||||||||
| Customer contracts and relationships | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Trademarks and trade names | ( | ( | |||||||||||||||||||||||||||||||||
Contract rights and other | ( | ( | |||||||||||||||||||||||||||||||||
Total(1) | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Estimated Annual Amortization Expense for Each of the Next Five Years
| (in millions) | 2025 | 2026 | 2027 | 2028 | 2029 | ||||||||||||||||||||||||
Estimated amortization expense(1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1) These amounts could vary as acquisitions of additional intangible assets occur in the future and as acquisition accounting is finalized for existing acquisitions.
The estimates of future cash flows used in determining the fair value of goodwill and other intangible assets involve significant management judgment and are based upon assumptions about expected future operating performance, economic conditions, market conditions, and cost of capital. Inherent in estimating the future cash flows are uncertainties beyond our control, such as changes in capital markets. The actual cash flows could differ materially from management’s estimates due to changes in business conditions, operating performance, and economic conditions.
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10. INSURANCE
We use a combination of insured and self-insurance programs to cover workers’ compensation, general liability, automobile liability, property damage, and other insurable risks. For the majority of these insurance programs, we retain the initial $1.0 million to $1.5 million of exposure on a per-occurrence basis, either through deductibles or self-insured retentions. Beginning November 1, 2023, retentions range between $1.0 million and $5.0 million of exposure on a per-occurrence basis. Beyond the retained exposures, we have varying primary policy limits ranging between $1.0 million and $5.0 million per occurrence. To cover general liability and automobile liability losses above these primary limits, we maintain commercial umbrella insurance policies that provide aggregate limits of $200.0 million. Our insurance policies generally cover workers’ compensation losses to the full extent of statutory requirements. Additionally, to cover property damage risks above our retained limits, we maintain policies that provide per occurrence limits of $75.0 million. We are also self-insured for certain employee medical and dental plans. We maintain stop-loss insurance for our self-insured medical plan under which we retain up to $0.5 million of exposure on a per-participant, per-year basis with respect to claims.
We maintain our reserves for workers’ compensation, general liability, automobile liability, and property damage insurance claims based upon known trends and events and the actuarial estimates of required reserves considering the most recently completed actuarial reports. We use all available information to develop our best estimate of insurance claims reserves as information is obtained. The results of actuarial reviews are used to estimate our insurance rates and insurance reserves for future periods and to adjust reserves, if appropriate, for prior years.
Insurance Reserve Adjustments
Actuarial Reviews and Updates Performed During 2024
We review our self-insurance liabilities on a quarterly basis and adjust our accruals accordingly. Actual claims activity or development may vary from our assumptions and estimates, which may result in material losses or gains. As we obtain additional information that affects the assumptions and estimates used in our reserve liability calculations, we adjust our self-insurance rates and reserves for future periods and, if appropriate, adjust our reserves for claims incurred in prior accounting periods.
During the first and third quarters of 2024, we performed comprehensive actuarial reviews of the majority of our casualty insurance programs to evaluate changes made to claims reserves and claims payment activity for the periods of May 1, 2023, through October 31, 2023, and November 1, 2023, through April 30, 2024, respectively (the “Actuarial Reviews”). The Actuarial Reviews were comprehensive in nature and were based on loss development patterns, trend assumptions, and underlying expected loss costs during the periods analyzed.
During the second and fourth quarters of 2024, we performed interim actuarial updates of the majority of our casualty insurance programs that considered changes in claims development and claims payment activity for the respective periods analyzed (the “Interim Updates”). These Interim Updates were abbreviated in nature based on actual versus expected development during the periods analyzed and relied on the key assumptions in the Actuarial Reviews (most notably loss development patterns, trend assumptions, and underlying expected loss costs).
Based on the results of the Actuarial Reviews and Interim Updates, we increased our total reserves related to prior years for known claims as well as our estimate of the loss amounts associated with IBNR Claims during 2024 by $20.3 million. The adverse development was offset by improvements in other legacy programs. In 2023, we decreased our total reserves related to prior year claims by $14.8 million.
Insurance-Related Balances and Activity
| As of October 31, | |||||||||||
| (in millions) | 2024 | 2023 | |||||||||
| Insurance claim reserves, excluding medical and dental | $ | $ | |||||||||
Medical and dental claim reserves and other | |||||||||||
| Insurance recoverables | |||||||||||
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At October 31, 2024 and 2023, insurance recoverables are included in both “Other current assets” and “Other noncurrent assets” on the accompanying Consolidated Balance Sheets.
Casualty Program Insurance Reserves Rollforward
| Years Ended October 31, | ||||||||||||||||||||
| (in millions) | 2024 | 2023 | 2022 | |||||||||||||||||
| Net balance at beginning of year | $ | $ | $ | |||||||||||||||||
Change in case reserves plus IBNR Claims — current year | ||||||||||||||||||||
Change in case reserves plus IBNR Claims — prior years | ( | ( | ||||||||||||||||||
| Claims paid | ( | ( | ( | |||||||||||||||||
Acquisition | ( | |||||||||||||||||||
Net balance, October 31(1) | ||||||||||||||||||||
| Recoverables | ||||||||||||||||||||
| Gross balance, October 31 | $ | $ | $ | |||||||||||||||||
Instruments Used to Collateralize Our Insurance Obligations
| As of October 31, | |||||||||||
| (in millions) | 2024 | 2023 | |||||||||
| Standby letters of credit | $ | $ | |||||||||
| Surety bonds and surety-backed letters of credit | |||||||||||
| Restricted insurance deposits | |||||||||||
| Total | $ | $ | |||||||||
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11. CREDIT FACILITY
| As of October 31, | |||||||||||
| (in millions) | 2024 | 2023 | |||||||||
Current portion of long-term debt(1)(2) | |||||||||||
| Gross term loan | $ | $ | |||||||||
| Unamortized deferred financing costs | ( | ( | |||||||||
| Current portion of term loan | $ | $ | |||||||||
Long-term debt(1)(2) | |||||||||||
| Gross term loan | $ | $ | |||||||||
| Unamortized deferred financing costs | ( | ( | |||||||||
| Total noncurrent portion of term loan | |||||||||||
Revolving line of credit(3) | |||||||||||
| Long-term debt | $ | $ | |||||||||
(1) At October 31, 2024, and October 31, 2023, the weighted average interest rate on our outstanding borrowings, not including letters of credit and swaps, was 6.68 %.and 7.17 %, respectively.
(2) At October 31, 2024, we had borrowing capacity of up to $423.6 million
On September 1, 2017, we refinanced and replaced our then-existing $800.0 million credit facility with a new senior, secured five-year syndicated credit facility, consisting of a $900.0 million revolving line of credit and an $800.0 million amortizing term loan, both of which were scheduled to mature on September 1, 2022. In accordance with the terms of the Credit Facility, the revolving line of credit was reduced to $800.0 million on September 1, 2018.
On June 28, 2021, the Company amended and restated the Credit Facility with the Second Amendment, extending the maturity date to June 28, 2026, and increasing the capacity of the revolving credit facility from $800.0 million to $1.3 billion and the then remaining term loan outstanding from $620.0 million to $650.0 million. The Amended Credit Facility provides for the issuance of up to $350.0 million for standby letters of credit and the issuance of up to $75.0 million in swingline advances. The obligations under the Amended Credit Facility are secured on a first-priority basis by a lien on substantially all of our assets and properties, subject to certain exceptions. Additionally, we may repay amounts borrowed under the Amended Credit Facility at any time without penalty.
At November 1, 2022, we amended our Amended Credit Facility pursuant to the LIBOR Transition Amendment and the Fifth Amendment to replace the benchmark rate at which U.S.-dollar-denominated borrowings bear interest from LIBOR to the forward-looking Secured Overnight Financing Rate (“SOFR”) term rate administered by CME Group Benchmark Administration Limited. As a result of these amendments, we can borrow at Term SOFR plus a credit spread adjustment of 0.10 % subject to a floor of zero .
The Amended Credit Facility contains certain covenants, including a maximum total net leverage ratio of 5.00 to 1.00, a maximum secured net leverage ratio of 4.00 to 1.00, and a minimum interest coverage ratio of 1.50 to 1.00, as well as other financial and non-financial covenants. In the event of a material acquisition, as defined in the Amended Credit Facility, we may elect to increase the maximum total net leverage ratio to 5.50 to 1.00 for a total of four fiscal quarters and increase the maximum secured net leverage ratio to 4.50 to 1.00 for a total of four fiscal quarters. Our borrowing capacity is subject to, and limited by, compliance with the covenants described above. At October 31, 2024, we were in compliance with these covenants.
The Amended Credit Facility also includes customary events of default, including: failure to pay principal, interest, or fees when due; failure to comply with covenants; the occurrence of certain material judgments; and a change in control of the Company. If certain events of default occur, including certain cross-defaults, insolvency, change in control, or violation of specific covenants, then the lenders can terminate or suspend our access to the Amended Credit Facility, declare all amounts outstanding (including all accrued interest and unpaid fees) to be immediately due and payable, and require that we cash collateralize the outstanding standby letters of credit.
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We incurred deferred financing costs of $6.4 million in conjunction with the Second Amendment and carried over $6.2 million of unamortized deferred financing from the initial execution, First Amendment, and previous amendments of the Credit Facility. Total deferred financing costs of $12.6 million, consisting of $4.9 million related to the term loan and $7.7 million related to the revolver, are being amortized to interest expense over the term of the Amended Credit Facility.
Long-Term Loan Maturities
During 2024, we made principal payments under the term loan of $32.5 million. As of October 31, 2024, the following principal payments are required under the Amended Credit Facility.
| (in millions) | 2025 | 2026 | 2027 | 2028 | 2029 | |||||||||||||||||||||||||||
| Debt maturities | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Interest Rate Swaps
We enter into interest rate swaps to manage the interest rate risk associated with our floating-rate, SOFR-based borrowings. Under these arrangements, we typically pay a fixed interest rate in exchange for SOFR-based variable interest throughout the life of the agreement. We initially report the mark-to-market gain or loss on a derivative as a component of AOCL and subsequently reclassify the gain or loss into earnings when the hedged transactions occur and affect earnings. Interest payables and receivables under the swap agreements are accrued and recorded as adjustments to interest expense. All of our interest rate swaps have been designated and accounted for as cash flow hedges from inception. See Note 7, “Fair Value of Financial Instruments,” regarding the valuation of our interest rate swaps.
| Notional Amount | Fixed Interest Rate | Effective Date | Maturity Date | |||||||||||||||||
| $ | February 9, 2022 | June 28, 2026 | ||||||||||||||||||
| $ | February 25, 2022 | June 28, 2026 | ||||||||||||||||||
| $ | May 4, 2022 | June 28, 2026 | ||||||||||||||||||
$ | July 7, 2022 | June 28, 2026 | ||||||||||||||||||
$ | July 18, 2022 | June 28, 2026 | ||||||||||||||||||
| $ | November 1, 2022 | June 28, 2026 | ||||||||||||||||||
(1) In July 2022, we entered into amortizing interest rate swap agreements with notional values totaling $300.0 million at inception. The notional amount reduces to $100.0 million in October 2025 before maturing on June 28, 2026.
At October 31, 2024 and 2023, amounts recorded in AOCL for interest rate swaps were a gain of $9.2 million, net of taxes of $4.3 million, and a gain of $26.0 million, net of taxes of $10.5 million, respectively. At October 31, 2024, the total amount expected to be reclassified from AOCL to earnings during the next 12 months was $5.9 million, net of taxes of $2.2 million.
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12. EMPLOYEE BENEFIT PLANS
Defined Benefit Plans
We provide benefits to certain employees under various defined benefit and postretirement benefit plans (collectively, the “Plans”). The Plans were previously amended to preclude new participants. All of the Plans are unfunded with the exception of one, which is underfunded.
Information for the Plans
| As of October 31, | |||||||||||
| (in millions) | 2024 | 2023 | |||||||||
| Net obligations | $ | $ | |||||||||
Projected benefit obligations(1) | |||||||||||
| Fair value of assets | |||||||||||
At October 31, 2024, assets of the Plans were fully invested in fixed income. The expected return on assets was $0.0 million in 2024, $0.2 million in 2023, and $0.4 million in 2022. The aggregate net periodic benefit cost for all Plans was $0.8 million, $0.6 million, and $0.1 million for 2024, 2023, and 2022, respectively. Future benefit payments in the aggregate are expected to be $11.2 million.
Deferred Compensation Plans
We maintain deferred compensation plans that permit eligible employees and directors to defer a portion of their compensation. At October 31, 2024 and 2023, the total liability of all deferred compensation was $26.7 million and $27.0 million, respectively, and these amounts are included in “Other accrued liabilities” and “Other noncurrent liabilities” on the accompanying Consolidated Balance Sheets. Under one of our deferred compensation plans, a Rabbi trust was created to fund the obligations, and we are required to contribute a portion of the deferred compensation contributions for eligible participants. The assets held in the Rabbi trust are not available for general corporate purposes. At October 31, 2024 and 2023, the fair value of these assets was $4.4 million and $4.0 million, respectively, and these amounts are included in “Other noncurrent assets” on the accompanying Consolidated Balance Sheets. Aggregate expense recognized under these deferred compensation plans was $0.6 million, $0.5 million, and $0.3 million for 2024, 2023, and 2022, respectively.
Defined Contribution Plans
We sponsor two defined contribution plans covering certain employees that are subject to the applicable provisions of the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code (“IRC”). Certain plans permit a company match of a portion of the participant’s contributions or a discretionary contribution after the participant has met the eligibility requirements set forth in the plan. During 2024, 2023, and 2022, we made matching contributions required by the plans of $30.6 million, $29.8 million, and $27.7 million, respectively.
Multiemployer Pension and Postretirement Plans
We participate in various multiemployer pension plans under union and industry-wide agreements that provide defined pension benefits to employees covered by collective bargaining agreements. Because of the nature of multiemployer plans, there are risks associated with participation in these plans that differ from single-employer plans. Assets contributed by an employer to a multiemployer plan are not segregated into a separate account and are not restricted to provide benefits only to employees of that contributing employer. In the event another participating employer in a multiemployer plan no longer contributes to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers, including us. In the event of the termination of a multiemployer pension plan or a withdrawal from a multiemployer pension plan, we could incur material liabilities under applicable law.
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Key Information for Individually Significant Multiemployer Defined Benefit Pension Plans(1)
| ($ in millions) | Pension Protection Act Zone Status(3) | FIP/RP Status(4) | Contributions by ABM | Surcharge Imposed(5) | Expiration Dates of Collective Bargaining Agreements | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Pension Fund | EIN/PN(2) | 2024 | 2023 | Pending/ Implemented | 2024 | 2023 | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Building Service 32BJ Pension Fund | 13-1879376 / 001 | Yellow 6/30/2024 | Yellow 6/30/2023 | Implemented | $ | $ | $ | No | 10/15/2027 - 12/31/2027 | |||||||||||||||||||||||||||||||||||||||||||||||
| S.E.I.U National Industry Pension Fund | 52-6148540 / 001 | Red 12/31/2023 | Red 12/31/2022 | Implemented | Yes | 6/30/2025 - 7/31/2028 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Central Pension Fund of the IUOE & Participating Employers | 36-6052390 / 001 | Green 1/31/2024 | Green 1/31/2023 | N/A* | N/A* | 12/31/2024 - 6/30/2029 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| SEIU Local 1 & Participating Employers Pension Trust | 36-6486542 / 001 | Green 9/30/2023 | Green 9/30/2022 | N/A* | N/A* | 5/31/2026 - 4/4/2027 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Western Conference of Teamsters Pension Plan | 91-6145047 / 001 | Green 12/31/2023 | Green 12/31/2022 | N/A* | N/A* | 11/30/2026 - 12/31/2029 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| IUOE Stationary Engineers Local 39 Pension Plan | 94-6118939 / 001 | Green 12/31/2023 | Green 12/31/2022 | N/A* | N/A* | 8/31/2029 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| All Other Plans: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Contributions | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
*Not applicable
(1) To determine individually significant plans, we evaluated several factors, including our total contributions to the plan, our significance to the plan in terms of participating employees and contributions, and the funded status of the plan.
(2) The “EIN/PN” column provides the Employer Identification Number and the three-digit plan number assigned to the plan by the IRS.
(3) The Pension Protection Act Zone Status columns provide the two most recently available Pension Protection Act zone status reports from each plan. The zone status is based on information provided to us and other participating employers and is certified by each plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded.
(4) Indicates whether a Financial Improvement Plan (“FIP”) for yellow zone plans or a Rehabilitation Plan (“RP”) for red zone plans is pending or implemented.
(5) Indicates whether our contribution in 2024 included an amount as imposed by a plan in the red zone in addition to the contribution rate specified in the applicable collective bargaining agreement.
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Multiemployer Pension Plans for which ABM Is a Significant Contributor
| Pension Fund | Contributions to the plan exceeded more than 5% of total contributions per most currently available Forms 5500 (as of the plan’s year end) | |||||||
| Apartment Employees Trust Fund* | 12/31/2022 and 12/31/2021 | |||||||
| Arizona Sheet Metal Pension Trust Fund* | 6/30/2023, 6/30/2022,and 6/30/2021 | |||||||
| Building Service 32BJ Pension Fund | 6/30/2023, 6/30/2022,and 6/30/2021 | |||||||
| Building Service Pension Plan* | 4/30/2023, 4/30/2022, and 4/30/2021 | |||||||
| Central Pennsylvania Teamsters Defined Benefit Plan* | 12/31/2023 | |||||||
| Central Pension Fund of the IUOE & Participating Employers | 1/31/2024 and 1/31/2023 | |||||||
| Contract Cleaners Service Employees' Pension Plan* | 12/31/2022 and 12/31/2021 | |||||||
| IUOE Local 30 Pension Fund* | 12/31/2023 and 12/31/2022 | |||||||
| IUOE Stationary Engineers Local 39 Pension Plan | 12/31/2023, 12/31/2022, and 12/31/2021 | |||||||
| Local 210's Pension Plan* | 12/31/2023, 12/31/2022, and 12/31/2021 | |||||||
| Local 670 Pension Plan* | 12/31/2023, 12/31/2022 | |||||||
| Local 68 Engineers Union Pension Plan* | 6/30/2023 | |||||||
| Local 808 IBT Pension Fund* | 9/30/2023 | |||||||
| Massachusetts Service Employees Pension Plan* | 12/31/2023, 12/31/2022, and 12/31/2021 | |||||||
| S.E.I.U National Industry Pension Fund | 12/31/2023, 12/31/2022, and 12/31/2021 | |||||||
| SEIU Local 1 & Participating Employers Pension Trust | 9/30/2023, 9/30/2022, and 9/30/2021 | |||||||
| Service Employees International Union Local 1 Cleveland Pension Plan* | 12/31/2023, 12/31/2022, and 12/31/2021 | |||||||
| Service Employees International Union Local 32BJ, District 36 Building Operators Pension Trust Fund* | 12/31/2023, 12/31/2022, and 12/31/2021 | |||||||
| Teamsters Local 617 Pension Fund* | 2/28/2023, 2/28/2022, and 2/28/2021 | |||||||
| Teamsters Local Union No. 727 Pension Plan* | 2/28/2023 | |||||||
| U.S.W.U. Local 74 Welfare Fund* | 12/31/2023, 12/31/2022, and 12/31/2021 | |||||||
* These plans are not separately listed in our multiemployer table as they represent an insignificant portion of our total multiemployer pension plan contributions.
Multiemployer Defined Contribution Plans
In addition to contributions noted above, we also make contributions to multiemployer defined contribution plans. During 2024, 2023, and 2022, our contributions to the defined contribution plans were $54.5 million, $59.2 million, and $54.7 million, respectively.
Other Multiemployer Benefit Plans
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13. COMMITMENTS AND CONTINGENCIES
Letters of Credit and Surety Bonds
We use letters of credit and surety bonds to secure certain commitments related to insurance programs and for other purposes. As of October 31, 2024, these letters of credit totaled $57.9 million, and surety bonds and surety-backed letters of credit totaled $854.7 million.
Guarantees
In some instances, we offer clients guaranteed energy savings under certain energy savings contracts. At October 31, 2024 and 2023, total guarantees were $224.2 million and $218.0 million, respectively, and these guarantees extend through 2044 and 2043, respectively. We accrue for the estimated cost of guarantees when it is probable that a liability has been incurred and the amount can be reasonably estimated. Historically, we have not incurred any material losses in connection with these guarantees.
Indemnifications
We are party to a variety of agreements under which we may be obligated to indemnify the other party for certain matters. These agreements are primarily standard indemnification arrangements entered into in our ordinary course of business. Pursuant to these arrangements, we may agree to indemnify, hold harmless, and reimburse the indemnified parties for losses suffered or incurred by the indemnified party, generally our clients, in connection with any claims arising out of the services that we provide. We also incur costs to defend lawsuits or settle claims related to these indemnification arrangements, and in most cases these costs are paid from our insurance program. Although we attempt to place limits on such indemnification arrangements related to the size of the contract, the maximum obligation may not be explicitly stated and, as a result, we are unable to determine the maximum potential amount of future payments we could be required to make under these arrangements.
Our certificate of incorporation and bylaws may require us to indemnify our directors and officers for certain liabilities that were incurred as a result of their status or service to ABM as a director or officer. The amount of these obligations cannot be reasonably estimated.
Unclaimed Property Audits
We routinely remit escheat payments to states in compliance with applicable escheat laws, and we are subject to unclaimed property audits by states in the ordinary course of business. The property subject to review in the audit process may include unclaimed wages, vendor payments, or customer refunds. State escheat laws generally require entities to report and remit abandoned or unclaimed property to the state, and failure to do so can result in assessments that could include interest and penalties in addition to the payment of the escheat liability.
Legal Matters
We are a party to a number of lawsuits, claims, and proceedings incident to the operation of our business, including those pertaining to labor and employment, contracts, personal injury, and other matters, some of which allege substantial monetary damages. Some of these actions may be brought as class actions on behalf of a class or purported class of employees.
At October 31, 2024, the total amount accrued for probable litigation losses where a reasonable estimate of the loss could be made was $12.2 million. We do not accrue for contingent losses that, in our judgment, are considered to be reasonably possible but not probable. The estimation of reasonably possible losses also requires the analysis of multiple possible outcomes that often depend on judgments about potential actions by third parties. Our management currently estimates the range of loss for all reasonably possible losses for which a reasonable estimate of the loss can be made is between zero and $13.1 million. Factors underlying this estimated range of loss may change from time to time, and actual results may vary significantly from this estimate.
Litigation outcomes are difficult to predict and the estimation of probable losses requires the analysis of multiple possible outcomes that often depend on judgments about potential actions by third parties. If one or more matters are resolved in a particular period in an amount in excess of, or in a manner different than, what we anticipated, this could have a material adverse effect on our financial position, results of operations, or cash flows.
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14. PREFERRED AND COMMON STOCK
Preferred Stock
We are authorized to issue 500,000 shares of preferred stock. None of these preferred shares are issued.
Common Stock
Effective December 13, 2023, our Board of Directors expanded our existing share repurchase program by an additional $150.0 million of our common stock. Share repurchases may take place on the open market or otherwise, and all or part of the repurchases may be made pursuant to Rule 10b5-1 plans or in privately negotiated transactions. The timing of repurchases is at our discretion and will depend upon several factors, including market and business conditions, future cash flows, share price, share availability, and other factors. Repurchased shares are retired and returned to an authorized but unissued status. The repurchase program may be suspended or discontinued at any time without prior notice.
Repurchase Activity
We repurchased shares under the share repurchase program during the year ended October 31, 2024, as summarized below. At October 31, 2024, authorization for $154.5 million of repurchases remained under the Share Repurchase Program.
| Years Ended October 31, | |||||||||||
| (in millions, except per share amounts) | 2024 | 2023 | |||||||||
| Total number of shares purchased | |||||||||||
Average price paid per share(1) | $ | $ | |||||||||
Total cash paid for share repurchases(1) | $ | $ | |||||||||
15. SHARE-BASED COMPENSATION PLANS
We use various share-based compensation plans to provide incentives for our key employees and non-employee members of our Board of Directors. Currently, these incentives primarily consist of RSUs and performance shares.
On May 2, 2006, our stockholders approved the 2006 Equity Incentive Plan, which was last amended and restated on March 7, 2018 (as amended and restated, the “2006 Equity Plan”). The 2006 Equity Plan is an omnibus plan that provides for a variety of equity and equity-based award vehicles, including stock options, stock appreciation rights, RSUs, performance shares, and other share-based awards. Shares subject to awards that terminate without vesting or exercise are available for future awards under the 2006 Equity Plan. Certain of the awards under the 2006 Equity Plan may qualify as “performance-based” compensation under the IRC.
On March 24, 2021, our stockholders approved the 2021 Equity and Incentive Compensation Plan (the “2021 Equity Plan”). The 2021 Equity Plan is an omnibus plan that provides for a variety of equity and equity-based award vehicles, including stock options, stock appreciation rights, RSUs, performance shares, and other share-based awards. Shares subject to awards that terminate without vesting or exercise are available for future awards under the 2021 Equity Plan. Certain of the awards under the 2021 Equity Plan may qualify as “performance-based” compensation under the IRC.
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there are certain plans under which we can no longer issue awards, such as the 2006 Equity Plan, although awards outstanding under such plans may still vest and be exercised.
We also maintain an employee stock purchase plan, which our stockholders approved on March 9, 2004 (the “2004 Employee Stock Purchase Plan”). As amended, there are 4,000,000 total shares of common stock authorized for issuance under the 2004 Employee Stock Purchase Plan. Effective May 1, 2006, the 2004 Employee Stock Purchase Plan is no longer considered compensatory and the values of the awards are no longer treated as share-based compensation expense. Additionally, as of that date, the purchase price became 95 % of the fair value of our common stock price on the last trading day of the month. Employees may designate up to 10 % of their compensation for the purchase of stock, subject to a $25,000 annual limit. Employees are required to hold their shares for a minimum of six months from the date of purchase. At October 31, 2024, there were 274,465 remaining unissued shares under the 2004 Employee Stock Purchase Plan.
Compensation Expense by Type of Award and Related Income Tax Benefit
| Years Ended October 31, | |||||||||||||||||
| (in millions) | 2024 | 2023 | 2022 | ||||||||||||||
| RSUs | $ | $ | $ | ||||||||||||||
| Performance shares | |||||||||||||||||
| Share-based compensation expense before income taxes | |||||||||||||||||
| Income tax benefit | ( | ( | ( | ||||||||||||||
| Share-based compensation expense, net of taxes | $ | $ | $ | ||||||||||||||
RSUs and Dividend Equivalent Rights
We award RSUs to eligible employees and non-employee members of our Board of Directors (each, a “Grantee”) that entitle the Grantee to receive shares of our common stock as the units vest. RSUs granted to eligible employees after 2020 generally vest ratably over three years . RSUs granted to eligible employees prior to 2020 generally vest with respect to 50 % of the underlying award on the second and fourth anniversary of the award. Upon the retirement of certain executive employees at age 60 with a minimum of 10 years of service to the Company, pursuant to the terms of their respective employment agreements, RSUs granted to such executive employees that were granted at least one year prior to termination by reason of retirement will continue to be eligible for vesting, exercise, and settlement, as applicable, on the originally scheduled vesting date. RSUs granted to non-employee directors vest on the first anniversary date of the grant date. In general, the receipt of RSUs is subject to the grantee’s continuing employment or service as a non-employee director.
RSUs are credited with dividend equivalent rights that are converted to RSUs at the fair market value of our common stock on the dates the dividend payments are made and are subject to the same terms and conditions as the underlying award.
RSU Activity
| Number of Shares (in millions) | Weighted-Average Grant Date Fair Value per Share | ||||||||||
| Outstanding at October 31, 2023 | $ | ||||||||||
| Granted | |||||||||||
Vested (including | ( | ||||||||||
Forfeited | ( | ||||||||||
| Outstanding at October 31, 2024 | $ | ||||||||||
At October 31, 2024, total unrecognized compensation cost, net of estimated forfeitures, related to RSUs was $25.7 million, which is expected to be recognized ratably over a weighted-average vesting period of 1.9 years. In 2024, 2023, and 2022, the weighted-average grant date fair value per share of awards granted was $41.32 , $44.37 , and $41.63 , respectively. In 2024, 2023, and 2022, the total grant date fair value of RSUs vested and converted to shares of ABM common stock was $15.7 million, $17.1 million, and $16.4 million, respectively.
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Performance Shares, Including TSR Performance Shares
Performance shares consist of a contingent right to receive shares of our common stock based on performance targets adopted by our Compensation Committee. Performance shares are credited with dividend equivalent rights that will be converted to performance shares at the fair market value of our common stock beginning after the performance targets have been satisfied and are subject to the same terms and conditions as the underlying award.
For certain performance share awards, the number of performance shares that will vest is based on pre-established internal financial performance targets and typically a three-year service and performance period. The number of TSR-modified awards that will vest over the respective three-year performance period is based on our total shareholder return relative to the S&P 1500 Composite Commercial Services & Supplies Index. Vesting of 0 % to 150 % of the awards originally granted may occur depending on the respective performance metrics.
Performance Share Activity
| Number of Shares (in millions) | Weighted-Average Grant Date Fair Value per Share | ||||||||||
| Outstanding at October 31, 2023 | $ | ||||||||||
| Granted | |||||||||||
Vested (including | ( | ||||||||||
| Performance adjustments | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Outstanding at October 31, 2024 | $ | ||||||||||
At October 31, 2024, total unrecognized compensation cost related to performance share awards was $17.0 million, which is expected to be recognized ratably over a weighted-average vesting period of 1.9 years. Except for TSR performance shares, these costs are based on estimated achievement of performance targets and estimated costs are periodically reevaluated. For our TSR performance shares, these costs are based on the fair value of awards at the grant date and are recognized on a straight-line basis over the service period of three years .
In 2024, 2023, and 2022, the weighted-average grant date fair value per share of awards granted was $41.62 , $46.47 , and $43.06 , respectively. In 2024, 2023, and 2022, the total grant date fair value of performance shares vested and converted to shares of ABM common stock was $12.3 million, $14.6 million, and $13.6 million, respectively.
In 2024, 2023, and 2022, we used the Monte Carlo simulation valuation technique to estimate the fair value of TSR performance share grants, which used the assumptions in the table below.
Monte Carlo Assumptions
| 2024 | 2023 | 2022 | |||||||||||||||
Expected life(1) | |||||||||||||||||
Expected stock price volatility(2) | % | % | % | ||||||||||||||
Risk-free interest rate(3) | % | % | % | ||||||||||||||
Stock price(4) | $ | $ | $ | ||||||||||||||
(1) The expected life represents the remaining performance period of the awards.
(2) The expected volatility for each grant is determined based on the historical volatility of our common stock over a period equal to the remaining term of the performance period from the date of grant for all awards.
(3) The risk-free interest rate is based on the continuous compounded yield on U.S. Treasury Constant Maturity Rates with varying remaining terms; the yield is determined over a time period commensurate with the performance period from the grant date.
(4) The stock price is the closing price of our common stock on the valuation date.
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Employee Stock Purchase Plan
| Years Ended October 31, | |||||||||||||||||
| (in millions, except per share amounts) | 2024 | 2023 | 2022 | ||||||||||||||
| Weighted-average fair value of granted purchase rights per share | $ | $ | $ | ||||||||||||||
| Common stock issued | |||||||||||||||||
| Fair value of common stock issued per share | $ | $ | $ | ||||||||||||||
| Aggregate purchases | $ | $ | $ | ||||||||||||||
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16. INCOME TAXES
Geographic Sources of Income Before Income Taxes
| Year Ended October 31, | |||||||||||||||||
| (in millions) | 2024 | 2023 | 2022 | ||||||||||||||
| United States | $ | $ | $ | ||||||||||||||
| Foreign | |||||||||||||||||
Income before income taxes | $ | $ | $ | ||||||||||||||
Components of Income Tax Provision
| Year Ended October 31, | |||||||||||||||||
| (in millions) | 2024 | 2023 | 2022 | ||||||||||||||
| Current: | |||||||||||||||||
| Federal | $ | ( | $ | ( | $ | ||||||||||||
| State | ( | ( | ( | ||||||||||||||
| Foreign | ( | ( | ( | ||||||||||||||
| Deferred: | |||||||||||||||||
| Federal | ( | ( | |||||||||||||||
| State | ( | ||||||||||||||||
| Foreign | ( | ||||||||||||||||
| Income tax provision | $ | ( | $ | ( | $ | ( | |||||||||||
Reconciliation of the U.S. Statutory Tax Rate to Annual Effective Tax Rate
| Year Ended October 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| U.S. statutory rate | % | % | % | ||||||||||||||
| State and local income taxes, net of federal tax benefit | |||||||||||||||||
| Federal and state tax credits | ( | ( | ( | ||||||||||||||
| Impact of foreign operations | ( | ( | |||||||||||||||
| Changes in uncertain tax positions | ( | ( | |||||||||||||||
| Incremental tax benefit from share-based compensation awards | ( | ( | ( | ||||||||||||||
| Energy efficiency incentives | ( | ( | ( | ||||||||||||||
Nondeductible executive compensation | |||||||||||||||||
Nontaxable RavenVolt contingent consideration | ( | ||||||||||||||||
| Other nondeductible expenses | |||||||||||||||||
| Other, net | ( | ||||||||||||||||
| Effective tax rate | % | % | % | ||||||||||||||
During 2024 and 2023, we had effective tax rates of 39.1 % and 24.1 %, respectively, resulting in a provision for tax of $52.2 million and $79.7 million, respectively. Our effective tax rate for 2024 was negatively impacted by a $95.7 million non-taxable change to increase the fair value of the contingent consideration related to the RavenVolt Acquisition, partially offset by a $7.3 million tax benefit for return to provision adjustments related to our non-U.S. operations, and a $5.5 million benefit related to energy efficiency incentives. Our effective tax rate for 2023 was positively impacted by a $45.6 million non-taxable change to decrease the fair value of the contingent consideration related to the RavenVolt Acquisition.
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Components of Deferred Tax Assets and Liabilities
| As of October 31, | |||||||||||
| (in millions) | 2024 | 2023 | |||||||||
| Deferred tax assets attributable to: | |||||||||||
| Self-insurance claims (net of recoverables) | $ | $ | |||||||||
| Deferred and other compensation | |||||||||||
| Accounts receivable allowances | |||||||||||
| Settlement liabilities | |||||||||||
| Other accruals | |||||||||||
| State taxes | |||||||||||
| State net operating loss carryforwards | |||||||||||
| Tax credits | |||||||||||
| Unrecognized tax benefits | |||||||||||
| Operating lease liabilities | |||||||||||
| Gross deferred tax assets | |||||||||||
| Valuation allowance | ( | ( | |||||||||
| Total deferred tax assets | |||||||||||
| Deferred tax liabilities attributable to: | |||||||||||
| Property, plant and equipment | ( | ( | |||||||||
| Goodwill and other acquired intangibles | ( | ( | |||||||||
| Right-of-use assets | ( | ( | |||||||||
| Tax accounting method change | ( | ( | |||||||||
Other comprehensive income | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Total deferred tax liabilities | ( | ( | |||||||||
| Net deferred tax liabilities | $ | ( | $ | ( | |||||||
Net Operating Loss Carryforwards and Credits
State net operating loss carryforwards totaling $46.5 million at October 31, 2024, are being carried forward in several state jurisdictions where we are permitted to use net operating losses from prior periods to reduce future taxable income. These losses will expire between 2025 and 2044. Federal net operating loss carryforwards were fully utilized during 2023. Federal and state tax credit carryforwards totaling $4.1 million are available to reduce future cash taxes and will expire between 2025 and 2044.
The valuation allowance represents the amount of tax benefits related to state net operating loss carryforwards that are not likely to be realized. We believe the remaining deferred tax assets are more likely than not to be realizable based on estimates of future taxable income.
Changes to the Valuation Allowance
| Years Ended October 31, | |||||||||||||||||
| (in millions) | 2024 | 2023 | 2022 | ||||||||||||||
| Valuation allowance at beginning of year | $ | $ | $ | ||||||||||||||
| Other, net | ( | ( | ( | ||||||||||||||
| Valuation allowance at end of year | $ | $ | $ | ||||||||||||||
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Unrecognized Tax Benefits
At October 31, 2024, 2023, and 2022, there were $15.5 million, $20.7 million, and $22.0 million, respectively, of unrecognized tax benefits that if recognized in the future would impact our effective tax rate. We estimate that a decrease in unrecognized tax benefits of up to approximately $0.1 million is reasonably possible over the next 12 months due to lapses of applicable statutes of limitations. At October 31, 2024 and 2023, accrued interest and penalties were $1.3 million and $1.4 million, respectively. For interest and penalties, we recognized a $0.1 million benefit, a $0.7 million expense, and a $0.9 million benefit in 2024, 2023, and 2022, respectively.
Reconciliation of Total Unrecognized Tax Benefits
| Years Ended October 31, | |||||||||||||||||
| (in millions) | 2024 | 2023 | 2022 | ||||||||||||||
| Balance at beginning of year | $ | $ | $ | ||||||||||||||
| Additions for tax positions related to prior years | |||||||||||||||||
| Reductions for tax positions related to prior years | ( | ( | ( | ||||||||||||||
| Reductions for lapse of statute of limitations | ( | ( | ( | ||||||||||||||
| Settlements | ( | ||||||||||||||||
| Balance at end of year | $ | $ | $ | ||||||||||||||
Jurisdictions
We conduct business in all 50 states, significantly in California, Texas, and New York, as well as in various foreign jurisdictions. Our most significant income tax jurisdiction is the United States. Due to expired statutes and closed audits, our federal income tax returns for years prior to fiscal 2020 are no longer subject to examination by the U.S. Internal Revenue Service. Generally, for the majority of state and foreign jurisdictions where we do business, periods prior to fiscal 2020 are no longer subject to examination. We are currently being examined by the City of New York City.
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17. SEGMENT AND GEOGRAPHIC INFORMATION
Segment Information
Our current reportable segments consist of B&I, M&D, Education, Aviation, and Technical Solutions, as further described below.
| REPORTABLE SEGMENTS AND DESCRIPTIONS | |||||
| B&I | B&I, our largest reportable segment, encompasses janitorial, facilities engineering, and parking services for commercial real estate properties (including corporate offices for high-tech clients), sports and entertainment venues, and traditional hospitals and non-acute healthcare facilities. B&I also provides vehicle maintenance and other services to rental car providers. | ||||
| M&D | M&D provides integrated facility services, engineering, janitorial, and other specialized services in different types of manufacturing, distribution, and data center facilities. Manufacturing facilities include traditional motor vehicles, electric vehicles, batteries, pharmaceuticals, steel, semiconductors, chemicals, and many others. Distribution facilities include e-commerce, cold storage, logistics, general warehousing, and others. | ||||
| Education | Education delivers janitorial, custodial, landscaping and grounds, facilities engineering, and parking services for public school districts, private schools, colleges, and universities. | ||||
| Aviation | Aviation supports airlines and airports with services ranging from parking and janitorial to passenger assistance, catering logistics, air cabin maintenance, and transportation. | ||||
| Technical Solutions | Technical Solutions specializes in facility infrastructure, mechanical and electrical services, including EV power design, installation and maintenance, as well as microgrid systems installations and uninterrupted power supply services. These services can also be leveraged for cross-selling across all of our industry groups, both domestically and internationally. | ||||
The accounting policies for our segments are the same as those disclosed within our significant accounting policies in Note 2, “Basis of Presentation and Significant Accounting Policies.” Our management evaluates the performance of each reportable segment based on its respective operating profit results, which include the allocation of certain centrally incurred costs. Corporate expenses not allocated to segments include certain CEO and other finance and human resource departmental expenses, certain information technology costs, share-based compensation, certain legal costs and settlements, restructuring and related costs, certain actuarial adjustments to self-insurance reserves, and direct acquisition costs. Management does not review asset information by segment, therefore we do not present assets in this note.
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Financial Information by Reportable Segment
| Year Ended October 31, | |||||||||||||||||
| (in millions) | 2024 | 2023 | 2022 | ||||||||||||||
| Revenues | |||||||||||||||||
| Business & Industry | $ | $ | $ | ||||||||||||||
| Manufacturing & Distribution | |||||||||||||||||
| Aviation | |||||||||||||||||
| Education | |||||||||||||||||
| Technical Solutions | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
| Business & Industry | $ | $ | $ | ||||||||||||||
| Manufacturing & Distribution | |||||||||||||||||
| Aviation | |||||||||||||||||
Education | |||||||||||||||||
Technical Solutions(1) | |||||||||||||||||
| Government Services | ( | ||||||||||||||||
Corporate(2) (3) | ( | ( | ( | ||||||||||||||
Adjustment for income from unconsolidated affiliates, included in Aviation and Technical Solutions | ( | ( | ( | ||||||||||||||
| Adjustment for tax deductions for energy efficient government buildings, included in Technical Solutions | ( | ( | ( | ||||||||||||||
| Income from unconsolidated affiliates | |||||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||
| Income before income taxes | $ | $ | $ | ||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Business & Industry | $ | $ | $ | ||||||||||||||
| Manufacturing & Distribution | |||||||||||||||||
| Aviation | |||||||||||||||||
| Education | |||||||||||||||||
| Technical Solutions | |||||||||||||||||
| Corporate | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
(1) Reflects a $7.6 million gain on the sale of assets during the year ended October 31, 2022.
(2) Reflects adjustments to the fair value of the contingent consideration payable related to the RavenVolt Acquisition of $95.7 million during the year ended October 31, 2024.
(3) Reflects adjustments to the fair value of the contingent consideration payable related to the RavenVolt Acquisition of $45.6 million and an employee retention credit totaling $24.0 million during the year ended October 31, 2023.
Geographic Information Based on the Country in Which the Sale Originated(1)
| Year Ended October 31, | |||||||||||||||||
| (in millions) | 2024 | 2023 | 2022 | ||||||||||||||
| Revenues | |||||||||||||||||
| United States | $ | $ | $ | ||||||||||||||
| All other countries | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
(1) Substantially all of our long-lived assets are related to U.S. operations.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
a. Disclosure Controls and Procedures.
As of the end of the period covered by this report, our Principal Executive Officer and Principal Financial Officer evaluated our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and (2) accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.
b. Management’s Report on Internal Control Over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of October 31, 2024.
Audit Report on Internal Controls Over Financial Reporting of the Registered Public Accounting Firm
KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and, as part of its audit, has issued its report, included herein, on the effectiveness of our internal control over financial reporting.
c. Changes in Internal Control Over Financial Reporting.
To support the growth of our financial shared service capabilities and standardize our financial systems, we continue to update several key platforms, including our HR information systems, enterprise resource planning system, and labor management system. The implementation of several key platforms involves changes in the systems that include internal controls. During the year ended October, 31 2023, we had a change in our internal control over financial reporting as a result of our implementation of a new ERP system and key boundary systems for the Education industry group that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. At the start of the year ending October 31, 2025, our Business and Industry and Manufacturing and Distribution industry groups migrated to this new ERP system and boundary systems, replacing our legacy systems in which the majority of our business transactions originate, are processed, and recorded. The remaining industry groups will transition to our new ERP system and boundary systems over the next two years. Our new ERP system and boundary systems are intended to provide us with enhanced transactional processing and management tools compared with our legacy systems and are intended to enhance internal controls over financial reporting. We believe our new ERP system and boundary systems will facilitate better transactional reporting and oversight, enhance our internal control over financial reporting, and function as an important component of our disclosure controls and procedures. Although some of the transitions have proceeded to date without material adverse effects, the possibility exists that they could adversely affect our internal controls over financial reporting and procedures.
Other than the change of our ERP system and boundary systems for the Education industry group, there have been no other changes in our internal control over financial reporting during the fiscal year 2024 identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 9B. OTHER INFORMATION.
Trading Arrangements
Trading Arrangements | |||||||||||||||||||||||
Name and Title | Action | Date of Action | Rule 10b5-1 Trading Arrangement1 | Non-Rule 10b5-1 Trading Arrangement | Aggregate Number of Securities to Be Sold | Aggregate Number of Securities to Be Purchased | Duration | ||||||||||||||||
X | - | - | From January 14, 2025, until the earlier of (i) the date when all the shares under the plan are sold and (ii) | ||||||||||||||||||||
(1) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
Information about our executive officers is found in Part I, Item 1, of this Annual Report on Form 10-K under “Executive Officers of Registrant.” Additional information required by this Item will be set forth under the captions “Proposal No. 1—Election of Directors,” “Corporate Governance and Board Matters,” and “Audit-Related Matters” in our Definitive Proxy Statement for our 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”). Such information is incorporated herein by reference. Our 2025 Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the conclusion of our fiscal year ended October 31, 2024. We have adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of our securities by directors, officers, and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. A copy of our policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.
On March 28, 2024, we filed our Annual CEO Certification as required by Section 303A.12 of the NYSE Listed Company Manual.
Code of Business Conduct
We have adopted and posted on our website (www.abm.com) the ABM Code of Business Conduct. Our Code of Business Conduct qualifies as a “code of ethics” within the meaning of Item 406 of Regulation S-K. Our Code of Business Conduct applies to all of our directors, officers, and employees, including our Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer. If any amendments are made to the Code of Business Conduct or if any waiver, including any implicit waiver, from a provision of the Code of Business Conduct is granted to our Principal Executive Officer, Principal Financial Officer, or Principal Accounting Officer, we will disclose the nature of such amendment or waiver on our website at the address specified above.
ITEM 11. EXECUTIVE COMPENSATION.
Information with respect to executive compensation required by this Item will be set forth under the captions “Director Compensation for Fiscal Year 2024,” “Executive Compensation,” and “Corporate Governance and Board Matters—Compensation Committee Interlocks and Insider Participation” in our 2025 Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Information with respect to security ownership of certain beneficial owners and management and equity compensation plan information and related stockholder matters required by this Item will be set forth under the captions “General Information—Security Ownership of Certain Beneficial Owners,” “General Information—Security Ownership of Directors and Executive Officers,” and “General Information—Equity Compensation Plan Information” in our 2025 Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
Information with respect to certain relationships and related transactions and with respect to director independence required by this Item will be set forth under the captions “General Information—Certain Relationships and Transactions with Related Persons” and “Corporate Governance and Board Matters” in our 2025 Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Information with respect to our Audit Committee’s pre-approval policy for audit services performed by KPMG LLP (PCAOB ID 185 ) and our principal accounting fees and services required by this Item will be set forth under the caption “Audit-Related Matters” in our 2025 Proxy Statement and is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)The following documents are filed as part of this report:
1. Financial Statements: Index to Consolidated Financial Statements | |||||
2. Financial Statement Schedule | |||||
3. Exhibits | |||||
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ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
| (in millions) | Balance Beginning of Year | Additions from Acquisitions | Charges to Costs and Expenses(1) | Write-offs(2)/ Allowance Taken | Balance End of Year | ||||||||||||||||||||||||
| Accounts receivable and sales allowances | |||||||||||||||||||||||||||||
| 2024 | $ | ( | $ | ||||||||||||||||||||||||||
| 2023 | ( | ||||||||||||||||||||||||||||
| 2022 | ( | ||||||||||||||||||||||||||||
(1) Majority of charges to costs and expenses relates to sales allowance.
(2) Write-offs are net of recoveries.
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EXHIBIT INDEX
| Exhibit | Exhibit Description | Incorporated by Reference | ||||||||||||||||||||||||||||||
| No. | Form | File No. | Exhibit | Filing Date | ||||||||||||||||||||||||||||
| 2.1 | 8-K | 001-08929 | 2.1 | July 14, 2017 | ||||||||||||||||||||||||||||
| 2.2 | 8-K | 001-08929 | 2.1 | August 25, 2021 | ||||||||||||||||||||||||||||
| 2.3 | 8-K | 001-08929 | 2.1 | August 18, 2022 | ||||||||||||||||||||||||||||
| 3.1 | 8-K | 001-08929 | 3.1 | March 27, 2020 | ||||||||||||||||||||||||||||
| 3.2 | 8-K | 001-08929 | 3.1 | March 27, 2024 | ||||||||||||||||||||||||||||
| 4.1 | 10-K | 001-08929 | 4.1 | December 17, 2020 | ||||||||||||||||||||||||||||
| 10.1 | 8-K | 001-08929 | 10.2 | September 8, 2017 | ||||||||||||||||||||||||||||
| 10.2 | 10-K | 001-08929 | 10.3 | December 22, 2017 | ||||||||||||||||||||||||||||
| 10.3 | 10-Q | 001-08929 | 10.1 | September 7, 2018 | ||||||||||||||||||||||||||||
| 10.4 | 10-Q | 001-08929 | 10.2 | September 7, 2018 | ||||||||||||||||||||||||||||
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| 10.5 | 10-Q | 001-08929 | 10.1 | June 18, 2020 | ||||||||||||||||||||||||||||
| 10.6 | 10-Q | 001-08929 | 10.1 | September 9, 2021 | ||||||||||||||||||||||||||||
10.7 | 10-K | 001-08929 | 10.7 | December 21, 2022 | ||||||||||||||||||||||||||||
10.8 | 10-K | 001-08929 | 10.8 | December 21, 2022 | ||||||||||||||||||||||||||||
| 10.9* | 10-K | 001-08929 | 10.17 | January 14, 2005 | ||||||||||||||||||||||||||||
10.10* | 10-K | 001-08929 | 10.7 | December 23, 2010 | ||||||||||||||||||||||||||||
10.11* | 10-K | 001-08929 | 10.9 | December 21, 2018 | ||||||||||||||||||||||||||||
10.12* | 8-K | 001-08929 | 10.1 | March 8, 2018 | ||||||||||||||||||||||||||||
10.13* | 10-K | 001-08929 | 10.13 | December 18, 2023 | ||||||||||||||||||||||||||||
10.14* | 10-Q | 001-08929 | 10.2 | June 3, 2015 | ||||||||||||||||||||||||||||
10.15* | 10-Q | 001-08929 | 10.1 | March 5, 2020 | ||||||||||||||||||||||||||||
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10.16* | 10-Q | 001-08929 | 10.1 | June 9, 2021 | ||||||||||||||||||||||||||||
10.17* | 10-K | 001-08929 | 10.20 | December 21, 2022 | ||||||||||||||||||||||||||||
10.18* | 10-Q | 001-08929 | 10.1 | March 9, 2022 | ||||||||||||||||||||||||||||
10.19* | 10-K | 001-08929 | 10.19 | December 18, 2023 | ||||||||||||||||||||||||||||
10.20* | 10-Q | 001-08929 | 10.3 | June 3, 2015 | ||||||||||||||||||||||||||||
10.21* | 10-Q | 001-08929 | 10.2 | March 5, 2020 | ||||||||||||||||||||||||||||
10.22* | 10-Q | 008-08929 | 10.2 | June 9, 2021 | ||||||||||||||||||||||||||||
10.23* | 10-K | 001-08929 | 10.18 | December 20, 2019 | ||||||||||||||||||||||||||||
10.24* | 10-Q | 001-08929 | 10.2 | March 9, 2022 | ||||||||||||||||||||||||||||
10.25* | 10-Q | 001-08929 | 10.3 | March 9, 2022 | ||||||||||||||||||||||||||||
10.26* | 10-Q | 001-08929 | 10.1 | September 6, 2012 | ||||||||||||||||||||||||||||
10.27* | 10-K | 001-08929 | 10.22 | December 23, 2010 | ||||||||||||||||||||||||||||
10.28* | 10-K | 001-08929 | 10.29 | December 18, 2023 | ||||||||||||||||||||||||||||
10.29* | 10-Q | 001-08929 | 10.4 | September 8, 2008 | ||||||||||||||||||||||||||||
10.30* | 10-Q | 001-08929 | 10.5 | September 8, 2008 | ||||||||||||||||||||||||||||
10.31*‡ | ||||||||||||||||||||||||||||||||
10.32* | 10-K | 001-08929 | 10.28 | December 22, 2017 | ||||||||||||||||||||||||||||
10.33* | 10-K | 001-08929 | 10.29 | December 22, 2017 | ||||||||||||||||||||||||||||
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10.34* | 10-Q | 001-08929 | 10.3 | March 7, 2018 | ||||||||||||||||||||||||||||
10.35* | 10-Q | 001-08929 | 10.4 | March 7, 2018 | ||||||||||||||||||||||||||||
10.36* | 10-Q | 001-08929 | 10.1 | March 7, 2019 | ||||||||||||||||||||||||||||
10.37* | 10-Q | 001-08929 | 10.2 | March 7, 2019 | ||||||||||||||||||||||||||||
10.38* | 10-K | 001-08929 | 10.35 | December 20, 2019 | ||||||||||||||||||||||||||||
10.39* | 10-Q | 001-08929 | 10.4 | June 9, 2021 | ||||||||||||||||||||||||||||
10.40*‡ | ||||||||||||||||||||||||||||||||
10.41* | 10-Q | 001-08929 | 10.6 | June 9, 2021 | ||||||||||||||||||||||||||||
10.42* | 10-Q | 001-08929 | 10.7 | June 9, 2021 | ||||||||||||||||||||||||||||
19‡ | ||||||||||||||||||||||||||||||||
| 21.1‡ | ||||||||||||||||||||||||||||||||
| 23.1‡ | ||||||||||||||||||||||||||||||||
| 31.1‡ | ||||||||||||||||||||||||||||||||
| 31.2‡ | ||||||||||||||||||||||||||||||||
| 32.1† | ||||||||||||||||||||||||||||||||
97* | 10-K | 001-08929 | 97 | December 18, 2023 | ||||||||||||||||||||||||||||
| 101.INS ‡ | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |||||||||||||||||||||||||||||||
| 101.SCH ‡ | Inline XBRL Taxonomy Extension Schema Document | |||||||||||||||||||||||||||||||
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| 101.CAL‡ | Inline XBRL Taxonomy Calculation Linkbase Document | |||||||||||||||||||||||||||||||
| 101.LAB ‡ | Inline XBRL Taxonomy Label Linkbase Document | |||||||||||||||||||||||||||||||
| 101.PRE ‡ | Inline XBRL Presentation Linkbase Document | |||||||||||||||||||||||||||||||
| 101.DEF ‡ | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||||||||||||||||||||
| 104† | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||||||||||||||||||||||
| * | Indicates management contract or compensatory plan, contract, or arrangement | ||||
| ‡ | Indicates filed herewith | ||||
| † | Indicates furnished herewith | ||||
96
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ABM Industries Incorporated
| By: | /s/ Scott Salmirs | |||||||
| Scott Salmirs President and Chief Executive Officer and Director | ||||||||
| December 19, 2024 | ||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of ABM Industries and in the capacities and on the dates indicated.
| By: | /s/ Scott Salmirs | |||||||
| Scott Salmirs President and Chief Executive Officer and Director (Principal Executive Officer) | ||||||||
| December 19, 2024 | ||||||||
| /s/ Earl R. Ellis | /s/ Dean A. Chin | |||||||
Earl R. Ellis Executive Vice President and Chief Financial Officer | Dean A. Chin Senior Vice President, Chief Accounting Officer, Corporate Controller and Treasurer | |||||||
| (Principal Financial Officer) | (Principal Accounting Officer) | |||||||
| December 19, 2024 | December 19, 2024 | |||||||
| /s/ Sudhakar Kesavan | /s/ Quincy L. Allen | |||||||
| Sudhakar Kesavan | Quincy L. Allen, Director | |||||||
| Chairman of the Board and Director | December 19, 2024 | |||||||
| December 19, 2024 | ||||||||
| /s/ LeighAnne G. Baker | /s/ Donald F. Colleran | |||||||
| LeighAnne G. Baker, Director | Donald F. Colleran, Director | |||||||
| December 19, 2024 | December 19, 2024 | |||||||
| /s/ James D. DeVries | /s/ Art A. Garcia | |||||||
| James D. DeVries, Director | Art A. Garcia, Director | |||||||
| December 19, 2024 | December 19, 2024 | |||||||
| /s/ Thomas M. Gartland | /s/ Jill M. Golder | |||||||
| Thomas M. Gartland, Director | Jill M. Golder, Director | |||||||
| December 19, 2024 | December 19, 2024 | |||||||
| /s/ Winifred M. Webb | ||||||||
| Winifred M. Webb, Director | ||||||||
| December 19, 2024 | ||||||||
Exhibit 10.31
ABM INDUSTRIES INCORPORATED
EXECUTIVE SEVERANCE PLAN
(Effective as of June 4, 2024)
and
SUMMARY PLAN DESCRIPTION
ABM Industries Incorporated
Executive Severance Plan
(Effective June 4, 2024)
(Effective June 4, 2024)
and
Summary Plan Description
Effective as of June 4, 2024, ABM Industries Incorporated (ABM) hereby establishes the ABM Industries Incorporated Executive Severance Plan (the “Plan”) in order to define those circumstances under which ABM or a Participating Company may provide Severance Benefits to Eligible Executives in the event of their Eligible Termination (as such terms are hereinafter defined). The Plan supersedes any and all prior severance plans or programs covering Eligible Executives.
This document serves as both the Plan document and the Summary Plan Description for the Plan, except as noted otherwise in the Summary Plan Information Appendix. This document explains Plan eligibility, exclusions, benefits and administration. Any questions about the Plan or its operation should be directed to the Plan Administrator.
SECTION 1– PURPOSE
The purpose of this Plan is to define those circumstances under which ABM or a Participating Company may pay Severance Benefits as described in the Plan to Eligible Executives. The Plan is intended to be a top-hat “welfare benefit plan” under Section 3(1) of ERISA.
SECTION 2– DISCRETIONARY GRANT OF SEVERANCE BENEFITS
2.1Any Eligible Executive who has an Eligible Termination and who satisfies the requirements of Section 2.2 below may be eligible to receive Severance Benefits set forth in Section 3 below. Whether Severance Benefits, if any, are to be offered to a terminated Eligible Executive is a matter within the sole and absolute discretion of ABM or a Participating Company. The fact that a termination is an Eligible Termination does not guarantee that severance benefits will be offered. Similarly, the fact that an employee is an Eligible Executive does not mean that severance benefits will be offered. Instead, the decision to offer severance benefits to an Eligible Executive who experiences an Eligible Termination is within the sole and absolute discretion of ABM or a Participating Company. The Plan Administrator, or its delegate, will establish a procedure for notifying Eligible Executives who will be offered Severance Benefits following an Eligible Termination, and only Eligible Executives who are so notified and who are provided a Release will be permitted to receive Severance Benefits under the Plan.
2.2The Plan Administrator will condition any grant of Severance Benefits upon an Eligible Executive’s signing (and not revoking) a Release in form and substance satisfactory to the Plan Administrator, and the return of all property of ABM within the time designated by the Plan Administrator. Any grant of Severance Benefits to an Eligible Executive shall be null and void upon an Eligible Executive’s failure to timely sign, or subsequent revocation of, such Release, or an Eligible Executive’s failure to timely return such property.
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SECTION 3– DETERMINATION OF AMOUNT OF SEVERANCE BENEFITS
3.1
(a)Upon the determination of the Plan Administrator, in its sole discretion, that an Eligible Executive has satisfied all conditions required to become eligible for Severance Benefits, and the Eligible Executive’s termination of employment does not occur within 24 months of a Change in Control, the Eligible Executive will be eligible to receive a Severance Benefit that is equal to the amount set forth in the table below:
| Career Framework Band/Level | Severance Benefit | Minimum Severance Benefit | Maximum Severance Benefit | ||||||||
| E2 and E3 | 52 weeks of Base Pay plus a payment of the Short-Term Incentive Award with respect to the year in which the Eligible Executive’s termination occurs | N/A | N/A | ||||||||
| E1 | 2 weeks of Base Pay for each Year of Service | 26 weeks of Base Pay | 52 weeks of Base Pay | ||||||||
(b)Notwithstanding the foregoing, to the maximum extent permitted under applicable law, if, for any reason, a Participant becomes entitled to or receives any other severance, separation, notice or termination payments on account of their employment or termination of employment with a Participating Company, including, for example, any payments required to be paid to the Participant under any federal, state or local law (including, without limitation, the Worker Adjustment and Retraining Notification Act or similar federal or state law), their Severance Benefit will be offset by the amount of such other payments paid or payable.
3.2An Eligible Executive who is eligible for Severance Benefits as set forth in Section 3.1 will also receive a cash payment that is equivalent to the Eligible Executive’s cost for continuation of group health coverage under COBRA (minus the amount that the Eligible Executive would be required to contribute toward the cost of coverage if the Eligible Executive were an active employee) for the length of time covered by the Eligible Executive’s Severance Benefit as set forth in Section 3.1. The amount of such payment will be based on the cost of
2
group health plan COBRA continuation coverage for the coverage option and coverage tier that an Eligible Executive has in force at the time of such Eligible Executive’s last day of employment with a Participating Company. An Eligible Executive who is not participating in a group health Plan sponsored by ABM at the time of such Eligible Executive’s last day of employment will not receive any payment pursuant to this Section 3.2.
3.3An Eligible Executive who is in Career Framework Band/Level E1 and is eligible for Severance Benefits as set forth in Section 3.1 may also be eligible to receive an additional payment with respect to the annual incentive payment that it is anticipated such Eligible Executive would have received had such Eligible Executive remained employed through the date required to be eligible for such annual incentive payment. Whether such a payment will be made to an Eligible Executive, and the amount of any such payment, will be determined by the Plan Administrator in its sole and absolute discretion. This Section 3.3 does not cause or constitute the vesting of any right of any Eligible Executive to an annual incentive payment; further, this Section 3.3 does not alter the terms of any existing annual incentive plans covering Eligible Executives. An Eligible Executive who is not covered by any annual incentive plan will not receive any payment pursuant to this Section 3.3.
3.4Eligible Executives who are eligible for Severance Benefits as set forth in Section 3.1 will also be eligible to receive outplacement services. An Eligible Executive must use the outplacement vendor and service level selected by ABM in its sole and absolute discretion. In no case will cash be offered in lieu of outplacement services. An Eligible Executive will be provided outplacement services for the time period set forth below (or through the date that the Eligible Executive secures new employment, if earlier) based on the Eligible Executive’s job classification:
| Career Framework Band/Level | Length of Outplacement Services | ||||
| E3, E2 | 12 months | ||||
| E1 | 6 months | ||||
3.5Severance Benefits referenced in Sections 3.1 through 3.3 are payable in cash in a single lump sum. Severance Benefits will be paid on the next possible payroll date after the latest of:
(a)the return of a properly-signed Release within the time period specified in the Release;
(b)the expiration of any revocation period set forth in the Release, without any revocation of the Release; and
(c)the return of all property of ABM.
Notwithstanding any other provision of the Plan, the timing of the payment of Severance Benefits in all cases may be subject to further restrictions under Section 409A of the Code as set forth in Section 9.5 of the Plan.
3
SECTION 4– NOTICE
ABM, in its sole discretion, may provide Eligible Executives with notice in advance of their Eligible Termination, but no assurances can be given that advance notice will be provided to any or all Eligible Executives. During any Notice Period, Eligible Executives will be expected to report to work as scheduled (unless specifically directed otherwise by ABM or a Participating Company), maintain performance standards, and comply with all ABM policies and practices.
SECTION 5– DEFINITIONS
5.1“ABM” means ABM Industries Incorporated.
5.2“Affiliate” means any business entity that is (i) a member of a controlled group of corporations (within the meaning of Section 414(b) of the Code) of which Chewy is also a member; (ii) a trade or business under common control with Chewy, within the meaning of Section 414(c) of the Code; (iii) a member of an affiliated service group (within the meaning of Section 414(m) of the Code) of which Chewy is also a member; or (iv) required to be aggregated with Chewy pursuant to regulations issued under Section 414(o) of the Code; provided that the term “Affiliate” will not include any business entity organized and having its principal place of business outside of the United States of America.
5.3“Base Pay” means 1/52 of an Eligible Executive’s annual base salary, in effect immediately prior to the Eligible Executive’s termination date. Base Pay does not include variable forms of compensation, including by way of example, and not limitation: overtime or premium pay, bonuses, incentive compensation, commissions, expense or expense allowances, pay differential, or compensation recognized in connection with any form of equity or equity-based awards. Determinations regarding the calculation of an Eligible Executive’s Base Pay rest exclusively with the Plan Administrator in its sole discretion, and any such determination made by the Plan Administrator shall be final, conclusive, and binding.
5.4“Cause” means the meaning assigned to such term (or similar term) in any individual employment agreement with an Eligible Executive, or, if no such agreement exists, or if such agreement does not define “Cause” (or similar term), an Eligible Executive’s:
(a)serious misconduct, dishonesty, disloyalty or insubordination;
(b)conviction (or entry of a plea bargain admitting criminal guilt) of any felony or misdemeanor involving moral turpitude;
(c)drug or alcohol abuse that has a material or potentially material effect on ABM’s reputation and/or the performance of the Eligible Executive’s duties and responsibilities;
(d)failure to substantially perform the Eligible Executive’s duties or responsibilities for reasons other than death or disability;
(e)repeated inattention to duty for reasons other than death or disability; or
(f)any other material breach of the Company Code of Business Conduct by the Eligible Executive.
4
The determination of whether “Cause” exists shall be made in good faith by the Plan Administrator at its sole discretion.
5.5“COBRA” means the Consolidated Omnibus Reconciliation Act of 1985, as amended from time to time.
5.6“Code” means the Internal Revenue Code of 1986, as amended from time to time.
5.7“Eligible Executive” means an individual employed by ABM in the United States in Career Framework Band/Level E1, E2, or E3.
5.8“Eligible Termination” means an Eligible Executive’s involuntary termination of employment with a Participating Company other than for Cause, death, or disability.
5.9“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
5.10“Notice Period” means the time period between the date that a Participating Company provides notice to an Eligible Executive that the Participating Company will be terminating such Eligible Executive’s employment and the date that such termination of employment becomes effective, as set forth in such notice.
5.11“Participating Company” means ABM and any Affiliate, except for those Affiliates that ABM has designated in writing will not be Participating Companies under the Plan.
5.12“Plan” means this ABM Industries Incorporated Executive Severance Plan, as it may be amended from time to time.
5.13“Plan Administrator” means ABM.
5.14“Release” means a severance agreement and general release of claims, liability and rights in favor of ABM, its respective parent companies, subsidiaries, affiliates, divisions, successors, related companies and welfare benefit plans, and each and all of their respective current or former employees, agents, officers, directors, shareholders, members, managers, representatives, attorneys, successors, predecessors, assigns, trustees, fiduciaries, administrators and insurers, and all persons acting by, through, under or in concert with any of them, in a form and in substance used or approved by, and satisfactory to, the Plan Administrator or its designee.
5.15“Severance Benefits” means the benefits described under Section 3 of this Plan provided to an Eligible Executive.
5.16“Short-Term Incentive Award” means the target short-term incentive compensation award that would be payable pursuant to ABM’s short-term incentive compensation plan.
5.17“Year of Service” means each complete year of continuous employment an Eligible Executive has with ABM or any Participating Company; provided that, any period of employment with respect to which an Eligible Executive has already received severance benefits is not taken into account, unless the Eligible Executive is rehired by a Participating Company
5
within 2 years from the Eligible Executive’s termination date. Any fractional year of employment under six months will be rounded down, and any fractional year of employment of at least six months will be rounded up.
SECTION 6- AMENDMENT AND TERMINATION
6.1ABM reserves the right, in its sole discretion, to modify, amend, suspend or terminate the Plan, in whole or in part, at any time, prospectively or retroactively, and for any reason, with or without notice, as it deems appropriate, by written action of the Plan Administrator, or its delegate.
6.2Any modification, amendment, suspension or termination shall be effective as of the date determined by ABM; provided, that any such modification, amendment, suspension or termination shall not affect any right of any Eligible Executive to claim benefits under the Plan for events occurring prior to the date of such modification, amendment, suspension or termination.
SECTION 7– ADMINISTRATION OF THE PLAN
7.1As defined in Section 3(16)(A) of ERISA, ABM shall act as Plan Administrator. The Plan Administrator shall be the “named fiduciary” of the Plan for purposes of Section 402(a)(1) of ERISA. The Plan Administrator shall be charged with the interpretation, administration, and operation of the Plan.
7.2The Plan Administrator may delegate to any person or persons (including without limitation a committee), severally or jointly, the authority and responsibility for the preparation and filing of all disclosure material and reports which the Plan Administrator is required to file by law, and the authority and responsibility for the day-to-day operation of the Plan.
7.3The Plan Administrator, or its delegate, subject to the provisions of the Plan, may adopt such rules and regulations as it deems necessary to carry out the provisions of the Plan.
7.4The Plan Administrator, or its delegate, shall have the discretionary power and authority of full and final determination as to all issues concerning eligibility for benefits under the Plan and interpretation of the Plan and determination of disputed facts, and such determinations with respect to an Eligible Executive’s rights or benefits shall be entitled to the maximum deference permitted by law. The Plan Administrator, or its delegate, shall make claims determinations in accordance with the claims procedure set forth in Section 8 and any applicable requirements of ERISA.
SECTION 8– CLAIMS PROCEDURE
8.1Any Eligible Executive who does not receive a benefit under the Plan that they feel entitled to receive (a “claimant”) may file a written claim with the Plan Administrator explaining the reasons for such claim. The claimant will be informed of the Plan Administrator’s decision with respect to the claim within 90 days after it is filed. Under special circumstances, the Plan Administrator may require an additional period of not more than 90 days to review the claim. If that happens, the claimant will receive a written notice of that fact, which will also indicate the special circumstances requiring the extension of time and the date by which the Plan Administrator expects to make a determination with respect to the claim. If the extension is required due to the claimant’s failure to submit information necessary to decide the claim, the
6
period for making the determination will be tolled from the date on which the extension notice is sent to the claimant until the date on which the claimant responds to the Plan’s request for information. If the claimant is not notified within the 90-day (or, if applicable, extended) period, the claimant may consider the claim to be denied. The Plan Administrator shall have full discretion to deny or grant a claim in whole or in part.
8.2If a claim is denied in whole or in part, or any adverse benefit determination is made with respect to the claim, the claimant will be provided with a written notice setting forth the reason for the determination, along with specific references to the Plan provisions on which the determination is based. This notice will also provide an explanation of what, if any, additional information is needed to evaluate the claim (and why such information is necessary), together with an explanation of the Plan’s claims review procedure and the time limits applicable to such procedure, as well as a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.
8.3If a claim has been denied, or an adverse benefit determination has otherwise been made with respect to the claim, the claimant may request that the Plan Administrator review the denial. The request must be in writing, must be made within 60 days after written notification of denial, and should explain the claimant’s disagreement with the denial or adverse benefit determination. In connection with this request, the claimant (or the claimant’s duly authorized representative) may (i) be provided, upon written request and free of charge, with reasonable access to (and copies of) all documents, records, and other information relevant to the claim, and (ii) submit to the Plan Administrator written comments, documents, records, and other information related to the claim.
8.4The Plan Administrator’s review of the denial will take into account all comments, documents, records, and other information that the claimant submits relating to the claim. The Plan Administrator will make a final written decision on a claim review, in most cases within 60 days after receipt of a request for a review. In some cases, the claim may take more time to review, and an additional processing period of up to 60 days may be required. If that happens, the claimant will receive a written notice of that fact, which will also indicate the special circumstances requiring the extension of time and the date by which the Plan Administrator expects to make a determination with respect to the claim. If the extension is required due to the claimant’s failure to submit information necessary to decide the claim, the period for making the determination will be tolled from the date on which the extension notice is sent to the claimant until the date on which the claimant responds to the Plan’s request for information.
8.5The Plan Administrator’s decision on the claim for review will be communicated to the claimant in writing. If an adverse benefit determination is made with respect to the claim on review, the notice will include (i) the specific reason(s) for any adverse benefit determination, with references to the specific Plan provisions on which the determination is based, (ii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to (and copies of) all documents, records and other information relevant to the claim, and (iii) a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA. The decision of the Plan Administrator is final and binding on all parties.
8.6No legal action for benefits under the Plan may be brought until the claims procedure set forth in this Section 8 has been exhausted as provided in this Plan and applicable law. Any such legal action for benefits under the Plan must be brought within 12 months from the date the Plan Administrator denies the claim on review.
7
SECTION 9- MISCELLANEOUS
9.1The Plan shall not be construed as creating any contract for continued services between ABM and an Eligible Executive, and nothing herein contained shall give any individual the right to be retained as an employee of ABM.
9.2Benefits payable hereunder shall be paid exclusively from the general assets of ABM, and no person entitled to payment hereunder shall have any claim, right, security interest, or other interest in any fund, trust account, insurance contracts or other asset of ABM. In no event shall benefits payable hereunder be the financial responsibility of any officer or shareholder of ABM or of any successor to ABM who does not assume liabilities hereunder or of any related corporation which may be looked to for such payment.
9.3In the event that an Eligible Executive dies before receiving all Severance Benefits to which they become entitled, any remaining payments shall be paid to such Eligible Executive’s estate.
9.4The Plan shall be construed as administered and enforced in accordance with ERISA and, where appropriate, the laws of the State of New York.
9.5Notwithstanding any other provision of this Plan, any payments or benefits due under this Plan shall be paid, and this Plan shall be interpreted, in a manner that is intended to provide that any such payments or benefits shall be exempt from, or comply with the requirements of Section 409A of the Code, and not be subject to any tax or interest under Section 409A of the Code. Each payment or benefit to be provided under the Plan shall be construed as a separate identified payment for purposes of Code Section 409A. Notwithstanding anything contained herein to the contrary, to the extent any payments or benefits payable under the Plan on account of an Eligible Executive’s termination of employment constitute a deferral of compensation subject to Code Section 409A, an Eligible Executive shall not be considered to have terminated employment until the Eligible Executive has incurred a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). In addition, notwithstanding anything in this Plan to the contrary, if, at the time of an Eligible Executive’s termination of employment with ABM, such Eligible Executive is a “specified employee” (as such term is defined in Section 409A of the Code), and the deferral of the commencement of any payment otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then ABM will defer the commencement of the payment of any such payments (without any reduction in such payments ultimately paid or provided to such Eligible Executive) until the date that is six months following such Eligible Executive’s termination of employment with ABM (or the earliest date as is permitted under Section 409A of the Code) or such payment shall be restructured, to the extent possible, in a manner, as determined by the Plan Administrator, that does not cause such an accelerated or additional tax.
9.6ABM shall be entitled to withhold from any payment of Severance Benefits any federal, state or local withholding or other taxes, or charge from time to time required to be withheld, and shall be entitled to rely on the opinion or advice of its counsel in determining its withholding obligations.
9.7If any person receives any payment or benefit that is not authorized by this Plan, ABM shall be entitled to reimbursement of such payment or benefit from any person to whom, or for whom, such payment or benefit was paid. In addition, if following the payment of Severance Benefits to an Eligible Executive, the Plan Administrator discovers that ABM could have terminated such Eligible Executive’s employment in manner that would not have been an Eligible Termination (including without limitation a termination of employment for Cause),
8
ABM shall be entitled to reimbursement of such payment from any person to whom, or for whom, such payment was made. In addition, any breach of the Release signed by an Eligible Executive in connection with this Plan shall entitle ABM to reimbursement of the amounts paid pursuant to this Plan.
9.8Each provision of this Plan is intended to be severable and the invalidity, illegality or unenforceability of any portion of this Plan shall not affect the validity, legality, or enforceability of the remainder.
IN WITNESS WHEREOF, and as evidence of the adoption of this Plan by ABM, ABM has caused the same to be executed by its officer duly authorized on the _____ day of ____________________________, 2024 .
ABM INDUSTRIES INCORPORATED
By: ______________________________
Print Name: _______________________
Title/Position: ______________________
9
SUMMARY PLAN INFORMATION APPENDIX
NOTE: The preceding sections of this document, together with the information provided in this Summary Plan Information Appendix, constitute the summary plan description for the Plan. Notwithstanding the inclusion of the information in this Summary Plan Information Appendix, the information provided in this Summary Plan Information Appendix does not constitute part of the Plan.
This Summary Plan Information Appendix of the document contains the following sections:
I. General Plan Information
II. Statement of ERISA Rights
I. GENERAL PLAN INFORMATION
| Plan Name | ABM Industries Incorporated Executive Severance Plan | ||||
Plan Type | Welfare/Severance Plan | ||||
Type of Administration | Self-Administered | ||||
Plan Year | Calendar Year | ||||
Name, Address and Telephone Number of Plan Sponsor and Plan Administrator | ABM Industries Incorporated 14141 Southwest Freeway, Suite 400 Sugar Land, TX 77478 (713) 776-5100 | ||||
| Participating Companies | Employees of companies affiliated with ABM are also generally eligible to participate in the Plan, except for any companies that ABM has specified in writing are not Participating Companies. Please contact the Plan Administrator for an up-to-date list of affiliated companies that participate in the Plan. | ||||
Agent for Service of Legal Process | ABM Industries Incorporated c/o CT Corporation System 28 Liberty Street New York, NY 10005 | ||||
Medium for Payment of Benefits | The general assets of ABM and Participating Companies | ||||
Employer Identification Number | 94-1369354 | ||||
Plan Number | 504 | ||||
APPENDIX -1
II. STATEMENT OF ERISA RIGHTS
As a participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Plan participants shall be entitled to:
Receive Information About Your Plan and Benefits
•Examine, without charge, at the Plan Administrator's office and at other specified locations, such as worksites and union halls, all documents governing the Plan, including collective bargaining agreements, and a copy of the latest annual report (Form 5500 Series) filed by the plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Pension and Welfare Benefit Administration.
•Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including collective bargaining agreements, and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Plan Administrator may make a reasonable charge for the copies.
•Receive a summary of the Plan's annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.
Prudent Actions by Plan Fiduciaries
In addition to creating rights for Plan participants ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your plan, called "fiduciaries" of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a severance benefit or exercising your rights under ERISA.
Enforce Your Rights
If your claim for a severance benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.
Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of plan documents or the latest annual report from the plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the plan administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court (after you have exhausted the Plan’s claims procedure). If you are discriminated against for asserting your rights, you may seek assistance
APPENDIX -2
from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.
Assistance with Your Questions
If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.
APPENDIX -3
Exhibit 10.40
Executive Separation and Release Agreement
October 15, 2024
Josh Feinberg
[address on file]
Dear Josh:
This Executive Separation and Release Agreement (this “Separation Agreement” or “Agreement”) between ABM Industries Incorporated (“Company” or “ABM”) and you sets forth the terms of your separation from the Company, including certain waivers and releases by you in order to receive certain separation payments and benefits, as set forth in detail below. By signing this Separation Agreement, you and the Company agree as follows:
1.Separation Date
Your employment with the Company will end on October 31, 2024 (“Separation Date”).
2.Status of Compensation and benefits
Whether you sign this Separation Agreement or not, you will:
a.be paid your salary, less applicable withholdings, through the Separation Date;
b.not be covered by any basic or supplemental life, short term disability or personal accident insurance offered through the Company after your Separation Date. However, you will have 31 days from your Separation Date to convert any of these group polices to an individual policy; and
3.Separation Benefits
In consideration for you signing this Separation Agreement on or after the Separation Date and not revoking this Separation Agreement, and your continuing compliance with all of your continuing obligations under your October 28, 2019 Executive Employment Agreement with ABM (the “Employment Agreement”), and those set forth in this Separation Agreement, you will receive the following additional payments and benefits (“Separation Benefits”), all subject to applicable tax withholdings and the conditions set forth below, in full satisfaction of any amounts under the Employment Agreement and any other Company plan, policy or agreement:
a.Cash Payments. The Company will pay you the total gross amount of $2,700,000.00. Such payments will be made in equal installments over the 24-month period following the Separation Date (see section 7.2 of Employment Agreement); provided that any amounts
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otherwise payable prior to the Effective Date (as defined below) will be made, in lump sum, within seven days after the Effective Date.
b.FY2024 Bonus. You will be eligible for your fiscal year 2024 bonus, if earned, as determined by the Compensation Committee after the end of the fiscal year 2024 and based on the Company’s performance for the entire fiscal year (with the applicable individual goals to be deemed earned at Target). The fiscal year 2024 bonus will be paid, if earned, as determined by the Compensation Committee after the end of fiscal year 2024 and at such time as bonuses for fiscal year 2024 are paid to employees generally, but in no event later than January 15, 2025.
c.Restricted Stock Units. Pursuant to the termination provisions of the applicable equity award documents, you will continue to vest in your outstanding ABM time-based Restricted Stock Units until your Separation Date, at which time such equity awards will cease to vest and any such equity awards (or any portion thereof) which are then unvested will be forfeited. The Restricted Stock Units to which you will be entitled, if you remain an employee of the Company through the Separation Date, are set forth in Addendum A attached hereto and incorporated by reference herein. The shares relating to the applicable Restricted Stock Units will be paid in accordance with the terms of the applicable equity award documents.
d.Performance Shares. Pursuant to the termination provisions of the applicable equity award documents, you will continue to vest in your outstanding ABM Performance Share awards until your Separation Date. In the case of the Performance Share awards granted on January 10, 2023 and January 7, 2022, such awards will vest pro-rata, if earned, subject to the terms and conditions of such awards, including the Statement of Terms and Conditions to such awards, as determined by the Compensation Committee after the end of the applicable performance period. The Performance Shares to which you will be entitled are set forth in Addendum A attached hereto and incorporated by reference herein. The shares relating to the applicable Performance Shares will be paid, if earned, in accordance with the terms of the applicable equity award documents.
No Separation Benefits will be paid or provided until after the Effective Date. You acknowledge (a) receipt of all compensation and benefits due through the date you sign this Separation Agreement as a result of services performed for the Company; (b) you have reported to the Company any and all work-related injuries incurred during employment; and (c) the Company properly provided any leave of absence because of your or a family member’s health condition and you have not been subjected to any improper treatment, conduct or actions due to a request for or taking such leave.
4.Section 409 Tax Considerations. Notwithstanding the above, you shall not be considered to have terminated employment with the Company for purposes of this Paragraph 4, and no Separation Benefits (or other payments or benefits that would be considered deferred compensation) shall be due to you, unless you would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code (“Section 409A”). Each amount to be paid or benefit to be provided hereunder shall be construed as a separate identified payment for purposes of Section 409A, and any Separation Benefits that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. In the event that it would be possible for any Separation Benefits to be paid in either of two calendar years, depending on when you sign the Separation Agreement, then to the extent required to avoid being subject to Section 409A, any such Separation Benefits will not be paid until the calendar year following the calendar year in which your separation from service occurs. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Separation Benefits (and other payments or benefits) that would be considered deferred compensation that would otherwise be payable or provided during the six-month period immediately following your “separation from service” within the meaning of Section 409A shall instead be paid on the first business day after the date that is six months following such “separation from
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service” (or upon your death, if earlier). To the extent any expense reimbursement or the provision of any in-kind benefit under this Separation Agreement is determined to be subject to Section 409A , the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.
5.Restrictive Covenants. By signing this Separation Agreement, you reaffirm that you will continue to abide by the Restrictive Covenants (including without limitation Non-Disclosure obligations) set forth in Section 5 of your Employment Agreement, which expressly survive the termination of your employment.
6.Employee Protections. Pursuant to the Defend Trade Secrets Act of 2016, the parties hereto acknowledge and agree that you shall not have criminal or civil liability under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition and without limiting the preceding sentence, if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and may use the trade secret information in the court proceeding, if you (X) file any document containing the trade secret under seal and (Y) do not disclose the trade secret, except pursuant to court order.
Further, nothing in this Agreement or otherwise limits your ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (the “SEC”) or any other federal, state or local governmental agency or commission (“Government Agency”) regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement or otherwise requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other Government Agency.
7.Waiver and Release
In exchange for the Separation Benefits the Company will provide you under this Separation Agreement, you release and forever discharge ABM Industries Incorporated, ABM Industry Groups, LLC, GCA Services Group, Inc., and all of their respective past, present or future subsidiaries, affiliates, related persons or entities, including but not limited to its officers, directors, managers, employees, shareholders, agents, attorneys, successors and assigns (collectively the “Released Parties”), from any and all actions, claims, demands and damages, whether actual or potential, known or unknown, and specifically but not exclusively, which you may have or claim to have against the Company as of the date you sign this Separation Agreement including, without limitation, any and all claims related or in any manner incidental to your employment with the Company or termination of that employment relationship which you or your heirs, successors, executors, or other representatives may have (“Claims”). All such Claims are forever barred by this Separation Agreement regardless of the forum in which such Claims might be brought, including, but not limited to, Claims (a) under any federal, state or local law governing the employment relationship or its termination (including, but not limited to, Title VII of the Civil Rights Acts of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (ADEA); the Older Worker Benefit Protection Act (OWBPA); the Americans with Disabilities Act; the Family Medical Leave Act; the Employee Retirement Income Security Act of 1974 (ERISA): the Rehabilitation Act; the Worker Adjustment and Retraining Notification Act, any state, local, and other federal employment laws, and any amendments to any of the foregoing; (b) claims related to status (perceived or actual) as a whistleblower; and/or (c) under the common law for breach of contract, wrongful discharge,
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promissory estoppel, personal injuries and/or torts. You understand that this is a general waiver and release of all claims, known or unknown, that you may have against the Released Parties based on any act, omission, matter, cause or thing that occurred through the date of your execution of this Separation Agreement.
In addition, by signing this Separation Agreement you acknowledge and agree that you are not aware of any actions or inactions by the Company or any of the Released Parties that you believe may constitute bank fraud, wire fraud, securities fraud, any violation of a rule or regulation of the Securities and Exchange Commission (the “SEC”), any violation of federal law, or any violation of the Company’s Code of Business Conduct.
The above release does not waive claims (i) for vested rights under ERISA-covered employee benefit plans as applicable on the date you sign this Separation Agreement, (ii) that may arise after you sign this Separation Agreement, (iii) which cannot be released by private agreement, or (iv) alleging breach of this Separation Agreement.
8.Covenant Not To Sue
You understand that following the Effective Date, the Release will be final and binding. You promise that you will not pursue any claim that you have settled by the Release. If you break this promise, you agree to pay all of the Company’s costs and expenses (including reasonable attorneys’ fees) related to the defense of any claims except this promise not to sue stated in this paragraph does not apply to claims that you may have under the OWBPA and the ADEA.
Nothing in this Agreement or otherwise limits your ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the SEC or any other federal, state or local governmental agency or commission (“Government Agency”) regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other Government Agency. Further, nothing in this Agreement or otherwise precludes you from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or local fair employment practice agency. However, once this Agreement becomes effective, you may not receive a monetary award or any other form of personal relief from the Company in connection with any such charge or complaint that you filed or is filed on your behalf.
9.Material Breach
You agree that in the event of any breach or threatened breach of any provision of this Separation Agreement or of the restrictive covenants in your Employment Agreement, the Company will have no further obligation to pay or provide any unpaid Separation Benefits and will be entitled to equitable and/or injunctive relief and, because the damages for such a breach or threatened breach will be impossible or impractical to determine and will not therefore provide a full and adequate remedy, the Company or ABM-affiliated companies will also be entitled to specific performance by you. Nothing in this Separation Agreement shall limit or prevent the Company from also pursuing any other or additional remedies it may have for breach of any other agreement you may have signed. Despite any breaches, your other obligations under this Separation Agreement will remain in full force and effect.
10.Re-Employment
If you are offered and accept re-employment with the Company or ABM-affiliated companies, any remaining Separation Benefits will cease upon such re-employment with the Company or ABM-affiliated companies.
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11.Notice and Revocation Periods
This Separation Agreement is important. You are advised to review it carefully and consult an attorney before signing it, as well as any other professional whose advice you value, such as an accountant or financial advisor. If you agree to the terms of this Separation Agreement, sign in the space below where your agreement is indicated. The payments and benefits specified in this Separation Agreement are contingent on your signing this Separation Agreement on or after the Separation Date and not revoking this Separation Agreement. You will have 21 calendar days from the Separation Date to consider this Separation Agreement. If you choose to sign the Separation Agreement before the end of that 21-day period, you certify that you did so voluntarily for your own benefit and waived the right to consider this Separation Agreement for the entire 21-day period. You agree that changes to this Separation Agreement, whether material or immaterial, do not restart the running of the 21-day period for you to consider the Separation Agreement. After you have signed this Separation Agreement, you may revoke your consent to it by delivering written notice signed by you to Raul Valentin, Executive Vice President, Chief Human Resources Officer, One Liberty Plaza, 7th Floor, New York, New York 10006, or by email to him, on or before the seventh calendar day after you sign it. If you do not revoke this Separation Agreement within seven calendar days after you sign it, it will be final, binding, and irrevocable (“Effective Date”).
Even if you revoke this Separation Agreement, Section 1 hereof will remain in effect.
12.Return of Property
You affirm that you have returned, or will return, on or before the Separation Date to the Company all Company Property, as described more fully below, with the exception of documents relating to compensation or benefits to which you are entitled following the termination of your employment. Company Property includes company-owned motor vehicles, equipment, supplies and documents. Such documents may include but are not limited to customer lists, financial statements, cost data, price lists, invoices, forms, passwords, electronic files and media, mailing lists, contracts, reports, manuals, personnel files, correspondence, business cards, drawings, employee lists or directories, lists of vendors, photographs, maps, surveys, and the like, including copies, notes or compilations made there from, whether such documents are embodied on “hard copies” or contained on computer disk or any other medium You further agree that you will not retain any copies or duplicates of any such Company Property.
13.Positions Held As ABM Representative
If during employment you held any membership or position as a representative of ABM Industries Incorporated, ABM Industry Groups, LLC, GCA Services Group, Inc., or any of their respective affiliated companies for any outside organization (such as BOMA, IR EM, IFMA or BSCIA), including, without limitation, as an officer or director thereof, or as a trustee for a union trust fund (such as a Taft-Hartley or similar fund), you agree that you will resign from such membership or position, or trustee position effective on the date of the Separation Agreement set forth above, and you agree to cooperate fully with ABM in any process whereby ABM designates a new representative to replace the position vacated by you.
14.Nature of Agreement
By signing this Separation Agreement, you acknowledge that you are doing so freely, knowingly and voluntarily. You acknowledge that in signing this Separation Agreement you have relied only on the promises written in this Separation Agreement, and not on any other promise made by the Company or the Released Parties. This Separation Agreement is not, and will not be considered, an admission of liability or of a violation of any applicable contract, law, rule, regulation, or order of any kind. This Separation Agreement contains the entire agreement between the Company (including the Released Parties) and you regarding your departure from the Company, except that all post-employment
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covenants contained in your Employment Agreement remain in full force and effect. The Separation Benefits are in full satisfaction of any severance benefits under the Employment Agreement, Change in Control Agreement, the Senior Executive Severance Pay Policy, and any Company severance policy or any other Company plan, policy, or agreement. This Separation Agreement may not be altered, modified, waived or amended except by a written document signed by a duly authorized representative of the Company and you. Except as otherwise provided, this Separation Agreement will be interpreted and enforced in accordance with the laws of the state of New York. The headings in this document are for reference only, and shall not in any way affect the meaning or interpretation of this Separation Agreement. Nothing in this Separation Agreement shall be binding on the parties to the extent it is void or unenforceable. The provisions of this Separation Agreement are severable. If any provision of this Separation Agreement is ruled unenforceable or invalid, such ruling shall not affect the enforceability or validity of other provisions of this Separation Agreement.
Sincerely,
/s/ Raul Valentin November 1, 2024
On behalf of the Company,
Raul Valentin Date
Executive Vice President, Chief Human Resources Officer
I do hereby acknowledge and accept the terms of, and agree to, this Separation and Release Agreement.
/s/ Joshua Feinberg October 31, 2024
Joshua Feinberg Date
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Exhibit 19
________________________________________________________________________
INSIDER TRADING POLICY
Including:
1.Trading Window Policy Supplement
2.Section 16 Insiders Policy Supplement
_______________________________________________________________________
What is the purpose of this policy?
This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of ABM Industries Incorporated (“ABM”) and the handling of confidential information relating to ABM and its subsidiaries (ABM and its subsidiaries are collectively referred to as the “Company”) and the companies with which the Company does business. This Policy promotes compliance with federal and state securities laws that prohibit certain persons who are aware of material nonpublic information about a company from: (i) trading in securities of that company; or (ii) communicating material nonpublic information to other persons.
To whom does this policy apply?
This Policy applies to the Company, all officers of the Company, all members of the ABM’s Board of Directors and all employees of the Company. The Company may also determine that other persons should be subject to this Policy, such as contractors or consultants who have access to material nonpublic information. This Policy also applies to family members, other members of a person’s household and entities controlled by a person covered by this Policy, as described below.
In addition, certain employees and directors of the Company are subject to supplemental policies. These additional policies are set forth in the Trading Window Policy Supplement and the Section 16 Insiders Policy Supplement. You must read these supplements to determine whether you are subject to their additional restrictions.
What types of transactions are subject to this policy?
This Policy applies to transactions in the Company’s securities. Company securities refer to the common stock of the Company as well as options to purchase common stock and other types of securities that the Company might issue from time to time, as well as exchange-traded put or call options or swaps relating to the Company’s securities (collectively referred to in this Policy as “Company Securities”).
What does this mean?
The Company and persons subject to this Policy have ethical and legal obligations to maintain the confidentiality of information about the Company and to not engage in transactions in Company Securities while in possession of material nonpublic information, even if the decision to trade is based on other factors. Each person is responsible for making sure that he or she complies with this Policy, and that any family member, household member or other entity whose transactions are subject to this Policy, as discussed below, also complies with this Policy. In all cases, the responsibility for determining whether an individual is in possession of material nonpublic information rests with that individual, and any action on the part of the Company, or any other employee or director pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws. You could be subject to severe legal penalties and disciplinary action by the Company for any conduct prohibited by this Policy or applicable securities laws, as described in more detail below under the heading “What are the consequences of violating this Policy.”
What is the Policy?
It is the policy of the Company that neither the Company nor any director, officer or other employee of the Company (or any other person subject to this Policy) who is aware of material nonpublic information relating to the Company may, directly or indirectly through family members or other persons or entities:
1.Engage in transactions in Company Securities, except as otherwise specified in this Policy;
2.Recommend the purchase or sale of any Company Securities;
3.Directly or indirectly disclose material nonpublic information to persons within the Company whose jobs do not require them to have that information, or outside of the Company to other persons, including, but not limited to, family, friends, business associates, investors and expert consulting firms, unless any such disclosure is made in accordance with the Company’s policies regarding the protection or authorized external disclosure of information regarding the Company; or
4.Assist anyone engaged in the above activities.
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It is the policy of the Company that no director, officer or other employee of the Company (or any other person designated as subject to this Policy) who, in the course of working for the Company, learns of material nonpublic information about a company (1) with which the Company does business, including a customer or supplier of the Company, or (2) that is involved in a potential transaction or business relationship with the Company, may trade in that company’s securities until the information becomes public or is no longer material.
In addition, it is the policy of the Company that no director, officer or other employee of the Company (or any other person designated as subject to this Policy) may trade in another company’s securities if such person learns of material nonpublic information about the Company that a reasonable investor could expect to affect such other company’s stock price.
What is the definition of Material Nonpublic Information?
Information is considered “material” if a reasonable investor would consider that information important in making a decision to buy, hold or sell securities. Any information that could be expected to affect a company’s stock price, whether it is positive or negative, could be considered material. There is no bright-line standard for assessing materiality; rather, materiality is based on an assessment of all of the facts and circumstances, and is often evaluated by enforcement authorities with the benefit of hindsight. While it is not possible to define all categories of material information, some examples of information that ordinarily would be regarded as material include but are not limited to the following:
• Financial condition or results;
• Projections of future earnings or losses, or other earnings guidance;
• Changes to previously announced earnings guidance, or the decision to suspend earnings guidance;
• Unusual gains or losses in major operations;
• A pending or proposed merger, acquisition or tender offer;
• A pending or proposed joint venture;
• A change in dividend policy, the declaration of a stock split, or an offering of additional Company Securities;
• A change in senior management;
• A significant change in a relationship with a key customer;
• A change in auditors or notification that the auditor’s reports may no longer be relied upon;
• The establishment, amendment, or termination of a Company repurchase program for Company Securities;
• A significant cybersecurity risk or incident involving the Company’s business, including relating to customer, employee or Company data; and
• Pending or threatened significant litigation, or the resolution of such litigation.
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This list of examples is provided solely for the purpose of illustration and is not intended to be all-inclusive.
All material nonpublic information relating to the Company is the property of the Company and the Company has the sole and exclusive right to determine how and when to disclose such information to the public. Unless specifically authorized by the Company, no person should publicly disclose material nonpublic information, and all such information must be kept strictly confidential.
When is Information Considered Public?
Information that has not been disclosed to the public is generally considered to be nonpublic information. In order to establish that the information has been disclosed to the public, it may be necessary to demonstrate that the information has been widely disseminated. Information generally would be considered widely disseminated if it has been disclosed through a press release, public disclosure documents filed with the Securities and Exchange Commission (the “SEC”) that are available on the SEC’s website, or other broad-based means of communication.
The circulation of rumors, even if accurate and reported in the media, does not constitute effective widespread dissemination. As a general rule, information should not be considered fully absorbed by the marketplace until after the second full business day after the day on which the information is released. If, for example, ABM were to make an announcement after the commencement of trading on a Monday, directors, officers or other employees must not trade in Company Securities until Thursday (assuming all such days are business days on which the Company’s stock is trading). Depending on the particular circumstances, the Company may determine that a longer or shorter period should apply to the release of specific material nonpublic information.
There are no exceptions to this Policy, except as specifically noted herein. It is important to understand that transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure), or small transactions, are not excepted from this Policy. The securities laws do not recognize any mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.
The same rule applies to trading in the securities of ABM’s suppliers, customers or business partners if you learn inside information about those companies. If you learn, for instance, that a customer is considering a merger, then you cannot trade Company Securities or securities of that company.
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Are transactions by my family or others covered by this Policy?
This Policy applies to your family members who reside with you and anyone else who lives in your household (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), and any family members who do not live in your household but whose transactions in Company Securities are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in Company Securities (collectively referred to as “Immediate Family Members”). You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in Company Securities, and you should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account. This Policy does not, however, apply to personal securities transactions of Immediate Family Members where the purchase or sale decision is made by a third party not controlled by, influenced by or related to you or your Immediate Family Members.
This Policy also applies to any entities that you influence or control, including any corporations, partnerships or trusts and transactions by these entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account.
Are there any exceptions to this Policy for transactions in Company Securities?
There are certain types of transactions that are not covered by this Policy. These are specifically described below:
1.Approved Rule 10b5-1 Trading Plans. This Policy does not apply to transactions in Company Securities pursuant to Rule 10b5-1 Trading Plans that (i) have been approved in writing in advance by the ABM General Counsel or his or her designee, (ii) are entered into at a time when not in possession of material nonpublic information concerning ABM and during an open trading window period (as described in the Trading Window Policy Supplement), (iii) comply with SEC Rule 10b5-1, and (iv) meet the requirements of ABM’s Rule 10b5-1 Trading Policy.
2.Stock Option Exercises. This Policy does not apply to the exercise of an employee or director stock option acquired pursuant to the Company’s plans where no stock is sold to pay the exercise price or associated taxes, and the exercise price is paid in cash, except as noted below.
This Policy does apply, however, to (i) a broker-assisted cashless exercise of an option in which the option shares are immediately sold in order to pay the exercise price or associated taxes, (ii) any other market sale for the purpose of generating the cash needed to pay the exercise price of an option or associated taxes, or (iii) the sale of stock acquired through the exercise of the option.
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3.Employee Stock Purchase Plan, Retirement and Deferred Compensation Plans. This Policy does not apply to purchases of Company Securities in the employee stock purchase plan or deferred compensation plans or similar employee benefit plans resulting from your periodic contribution of money to the plan pursuant to the election you made at the time of your enrollment in the plan. This Policy does apply, however, to your election to participate in the plans for any enrollment period (and any changes to such election), to your sales of Company Securities purchased pursuant to the plan.
4.Dividend Reinvestment Plan. This Policy does not apply to purchases of Company Securities under the Company’s dividend reinvestment plan resulting from your reinvestment of dividends paid on Company Securities.
This Policy does apply, however, to voluntary purchases of Company Securities resulting from additional contributions you choose to make to the dividend reinvestment plan, and to your election to participate in the plan or increase your level of participation in the plan. This Policy also applies to your sale of any Company Securities purchased pursuant to the plan.
5.Tax Withholding Upon Vesting of Restricted Stock, Restricted Stock Unit, or Performance Share Awards, or Exercise of Stock Options. This Policy does not apply to the withholding of shares of ABM common stock by ABM in connection with the payment of tax withholding upon the vesting of restricted stock, restricted stock unit, or performance share awards, or the exercise of options, where the tax withholding is governed by the terms of the award.
Can I engage in transactions involving short sales, hedging, puts, calls, margin accounts, pledging of Company Securities or standing or limit orders?
The Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if the persons subject to this Policy engage in certain types of transactions. It therefore is the Company’s policy that any persons covered by this Policy may not engage in any of the following transactions:
Short Sales. Short sales of Company Securities (i.e., the sale of a security that the seller does not own) may evidence an expectation on the part of the seller that the securities will decline in value, and therefore have the potential to signal to the market that the seller lacks confidence in the Company’s prospects. For these reasons, short sales of Company Securities are prohibited. In addition, Section 16(c) of the Securities Exchange Act of 1934 prohibits officers and directors from engaging in short sales of Company securities.
Publicly-Traded Options. Given the relatively short-term of publicly-traded options, transactions in options may create the appearance that a director, officer, or employee is trading based on material nonpublic information and focus such person’s attention on short-term performance at the expense of the Company’s long-term objectives.
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Accordingly, transactions in put options, call options or other derivative securities, on an exchange or in any other organized market, are prohibited by this Policy.
Hedging Transactions. Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds or through other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company Securities. Such hedging transactions may permit a director, officer or employee to continue to own Company Securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other shareholders. Therefore, directors, officers and employees are prohibited from engaging in any such transactions.
Margin Accounts and Pledged Securities. Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Company Securities, directors, officers and other employees are prohibited from holding Company Securities in a margin account or otherwise pledging Company Securities as collateral for a loan.
Does this Policy apply to me after I cease to be an employee, officer or director of the Company?
This Policy continues to apply to transactions in Company Securities even after termination of service to, or employment with, the Company. If an individual is in possession of material nonpublic information when his or her service terminates, that individual may not trade in Company Securities until that information has become public or is no longer material.
What are the consequences of violating this Policy?
The purchase or sale of securities while aware of material nonpublic information, or the disclosure of material nonpublic information to others who then trade in the Company’s Securities, is prohibited by the federal and state laws. Insider trading violations are pursued vigorously by the SEC, U.S. Attorneys and state enforcement authorities. Punishment for insider trading violations is severe and could include significant civil and criminal fines and imprisonment. The federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by Company personnel. In addition, an individual’s failure to comply with this Policy may subject the individual to Company imposed sanctions, including dismissal, whether or not the employee’s failure to comply results in a violation of law.
8
Where can I get assistance with complying with this Policy and how do I report a violation?
If you have any questions about these trading restrictions or know of any violation of this Policy, please contact avid Goldman, Vice President and Corporate Secretary at david.goldman@abm.com. Mr. Goldman has been designated ABM’s Compliance Officer for this policy.
9
________________________________________________________________________
TRADING WINDOW POLICY SUPPLEMENT
For individuals with frequent knowledge of, or access to, material nonpublic information
________________________________________________________________________
This Trading Window Policy Supplement to the Insider Trading Policy is intended to enhance compliance with applicable securities laws by designating blackout periods and open trading windows for individuals with frequent knowledge of or access to material nonpublic information. All provisions of the Insider Trading Policy apply to this Trading Window Policy Supplement. Terms used without definition in this Supplement have the meanings set forth in the Insider Trading Policy.
To whom does this Trading Window Supplement apply?
This Trading Window Policy Supplement applies to individuals in the Trading Window Group (as defined below) and their Immediate Family Members.
Am I in the Trading Window Group?
The Trading Window Group consists of employees with frequent knowledge of, or access to, material nonpublic information. Those in the Trading Window Group include:
1.Members of the Company’s Board of Directors
2.Section 16 Officers
3.Designated employees
The Legal department provides notice to employees on a quarterly basis with respect to whether they are in the Trading Window Group.
What is the Trading Window Policy?
Regardless of whether a person in the Trading Window Group has material nonpublic information relating to the Company, neither that person nor any Immediate Family Member may engage in transactions in Company Securities outside a designated Trading Window or during a blackout period in which the Trading Window is closed.
What is the “Trading Window” and when is it open?
The Trading Window refers to permissible timeframes in which persons in the Trading Window Group may engage in transactions in Company Securities following the Company’s quarterly filing on Form 10-Q or Form 10-K. The Trading Window opens on the third business day after the Company’s quarterly filing on Form 10-Q or Form 10-K and closes at 4:00 PM ET on the 15th day of the third month of the Company’s fiscal quarter. In other words, the Trading Window Group may not engage in transactions in Company Securities during the blackout period beginning at 4:00 PM ET on the 15th day of the third month of the Company’s fiscal quarter and ending on the third business day after the Company’s quarterly filing on Form 10-Q or Form 10-K. For example, as to the Trading Window, if the Company files its Form 10-Q for the third fiscal quarter on September 6th, the trading window will open on the third business day following September 6th, and will close at 4:00 PM ET on October 15th.
From time to time, an event may occur or information may exist that is material to the Company and is known only by certain directors, officers and/or employees. In such a case, an open Trading Window may be closed for an interim period of time for certain persons designated by the Company’s General Counsel, Chief Financial Officer or Chief Executive Officer. The existence of an event-specific trading restriction period or extension of a blackout period will not be announced to the Company as a whole, and must not be communicated to any other person.
The Legal department will periodically remind those in the Trading Window Group of the blackout period and Trading Window period, including any temporary closings of the Trading Window, via e-mail or other notification method.
What are the consequences of violating the Trading Window Policy?
In addition to any potential liability for illegal insider trading under applicable securities laws, employees of the Company who violate the Trading Window Policy are also subject to disciplinary action by the Company, which may include ineligibility for participation in the Company’s equity incentive plans and termination of employment.
11
What if I have additional questions?
If you have any questions about these trading restrictions, please contact David Goldman, Vice President and Corporate Secretary at david.goldman@abm.com. Mr. Goldman has been designated ABM’s Compliance Officer for this policy supplement.
12
________________________________________________________________________
SECTION 16 INSIDERS POLICY SUPPLEMENT
For non-employee members of the Board of Directors and individuals who have been designated by the ABM Board of Directors as Section 16 Insiders
________________________________________________________________________
The purpose of this Section 16 Insiders Policy Supplement to the Insider Trading Policy is to enhance compliance with applicable securities laws by designating trading windows and establishing pre-approval procedures for non-employee directors and Section 16 officers. All provisions of the Insider Trading Policy apply to this Section 16 Insiders Policy Supplement. Terms used without definition in this Section 16 Insiders Policy Supplement have the meanings set forth in the Insider Trading Policy.
To whom does this Section 16 Insiders Policy Supplement apply?
This Section 16 Insiders Policy Supplement applies to non-employee directors of the ABM Board of Directors and those persons who have been designated by the ABM Board of Directors as persons who are subject to Section 16 of the Securities Exchange Act of 1934 (collectively referred to as “Section 16 Insiders”). It also applies to the Immediate Family Members of such persons.
What is this policy supplement?
Regardless of whether a Section 16 Insider has material nonpublic information relating to the Company, neither that person nor any Immediate Family Member may engage in transactions in Company Securities outside a designated Trading Window or during a blackout period in which the Trading Window is closed. In addition, Section 16 Insiders and their Immediate Family Members may only engage in transactions in Company Securities after receiving pre-approval from the General Counsel or his/her designee, as described below.
Section 16 Insiders must also comply with the reporting obligations and limitations on short-swing transactions set forth in Section 16 of the Securities Exchange Act of 1934, described below.
What is the “Trading Window” and when is it open?
The Trading Window refers to permissible timeframes in which persons in the Trading Window Group may engage in transactions in Company Securities following the Company’s quarterly filing on Form 10-Q or Form 10-K. The Trading Window opens on the third business day after the Company’s quarterly filing on Form 10-Q or Form 10-K and closes at 4:00 PM ET on the 15th day of the third month of the Company’s fiscal quarter. In other words, the Trading Window Group may not engage in transactions in Company Securities during the blackout period beginning at 4:00 PM ET on the 15th day of the third month of the Company’s fiscal quarter and ending on the third business day after the Company quarterly filing on Form 10-Q or Form 10-K. For example, as to the Trading Window, if the Company files its Form 10-Q for the third fiscal quarter on September 6th, the trading window will open on the third business day following September 6th, and will close at 4:00 PM ET on October 15th.
From time to time, an event may occur or information may exist that is material to the Company and is known only by certain directors, officers and/or employees. In such a case, an open Trading Window may be closed for an interim period of time for certain persons designated by the Company’s General Counsel, Chief Financial Officer or Chief Executive Officer. The existence of an event-specific trading restriction period or extension of a blackout period will not be announced to the Company as a whole, and must not be communicated to any other person.
Can I use a Rule 10b5-1 plan to trade in Company Securities?
Rule 10b5-1 under the Securities Exchange Act of 1934 provides a defense from insider trading liability under Rule 10b-5. In order to be eligible to rely on this defense, a person subject to this Section 16 Insiders Policy Supplement must enter into a Rule 10b5-1 plan for transactions in Company Securities that meets certain conditions specified in Rule 10b5-1. In addition, any such Rule 10b5-1 plan must comply with the ABM Rule 10b5-1 Trading Policy. If the Rule 10b5-1 plan meets the requirements of Rule 10b5-1 and the ABM Rule 10b5-1 Trading Policy, Company Securities may be purchased or sold under the Rule 10b5-1 plan without regard to certain insider trading restrictions. Any Rule 10b5-1 plan (and amendments thereto) must be approved by the Company’s General Counsel or his/her designee prior to the entry into the Rule 10b5-1 plan.
What are the consequences of violating this supplemental policy?
In addition to the consequences described in the Insider Trading Policy, there are additional consequences to violating this Section 16 Insiders Policy Supplement. Under Section 16 of the Securities Exchange Act of 1934, Section 16 Insiders who purchase and
14
sell, or sell and purchase, the Company’s Securities within a six-month time period must “disgorge” all profits from these transactions to the Company, whether or not they had knowledge of material nonpublic information at the time of the transactions.
What is the process for seeking pre-approval?
All transactions involving Company Securities by Section 16 Insiders as well as their Immediate Family Members are subject to pre-approval by the General Counsel or his/her designee (and any proposed transaction by the General Counsel and any of his or her Immediate Family Members must also be submitted to the Company’s Chief Executive Officer or Chief Financial Officer for pre-approval). Pre-approval requests may be transmitted by phone, via email, fax or hard copy. A request for pre-clearance should be submitted to the General Counsel or his/her designee (or other applicable person) at least one business day in advance of the proposed transaction. The General Counsel or his/her designee will review the circumstances of the proposed trade, taking into consideration any pending material events or other material information regarding the Company that has not yet been publicly disclosed, including with respect to any anticipated or currently-operative repurchase programs for Company Securities. The General Counsel or his/her designee (or other applicable person) is under no obligation to approve a transaction submitted for pre-clearance, and may determine not to permit the transaction. If the General Counsel or his/her designee (or other applicable person) does not respond to a request for pre-clearance, the request will be deemed to have been denied. If a person seeks pre-clearance and permission to engage in the transaction is denied or not responded to, then he or she should refrain from initiating any transaction in Company Securities, and should not inform any other person of the restriction.
When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be aware of any material nonpublic information about the Company, and should describe fully those circumstances to the General Counsel or his/her designee (or other applicable person). The requestor should also indicate whether he or she has effected any non-exempt “opposite-way” transactions within the past six months.
If permission to engage in the transaction is granted, then the transaction must be initiated within five business days of receipt of pre-clearance, unless an exception is granted or the person becomes aware of material nonpublic information before the trade is executed, in which case the preclearance is void and the trade must not be completed. If transactions are not effected within the time limit, pre-clearance must be requested and approved again.
What reporting requirements apply to Section 16 Insiders?
In addition to seeking pre-approval for all transactions involving Company Securities, Section 16 Insiders are also required to report (or cause to be reported) to the General Counsel or his/her designee any transaction in Company Securities by themselves or any
15
Immediate Family Member on the day which the transaction occurs. Each report should include the date of the transaction, quantity of securities, price and broker-dealer through which the transaction was effected. Each Section 16 Insider is also responsible for assuring that, if required, a Form 144 is filed with the Securities and Exchange Commission in connection with any transaction involving a sale of Company Securities.
The pre-approval process is designed to help monitor compliance with Company policies relating to insider trading, including this Section 16 Insiders Policy Supplement, and to enable the Company to assist Section 16 Insiders with their reporting obligations under the Section 16 of the Securities Exchange Act of 1934. However, each Section 16 Insider, and not the Company, is personally responsible for confirming that his/her transactions are timely reported and filed with the Securities and Exchange Commission and do not give rise to “short swing” liability under the Securities Exchange Act of 1934.
Do the trading restrictions set forth in this Supplement continue after I cease to be a Section 16 Insider?
This Section 16 Insiders Policy Supplement will continue to apply to transactions in Company Securities even after a Section 16 Insider has resigned, ceased to be named a Section 16 Insider by the ABM Board of Directors, has been terminated or has otherwise ended his/her relationship with the Company. If a Section 16 Insider is in possession of material nonpublic information when his or her service terminates, that Section 16 Insider may not engage in transactions in Company Securities until that information has become public or is no longer material. The pre-approval procedures specified above, however, will cease to apply to transactions in Company Securities upon the expiration of any blackout period or other Company-imposed trading restrictions applicable at the time of the termination of service.
What if I have additional questions?
If you have any questions about these trading restrictions, please contact David Goldman, Vice President and Corporate Secretary at david.goldman@abm.com. Mr. Goldman has been designated ABM’s Compliance Officer for this policy supplement.
16
Exhibit 21.1
SUBSIDIARIES OF ABM INDUSTRIES INCORPORATED
The following is a list of subsidiaries of the company as of October 31, 2024, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary.
| Company | Where Incorporated or Organized | |||||||
| ABM INDUSTRIES INCORPORATED | Delaware | |||||||
| (*) | ABM Aviation, Inc. | Georgia | ||||||
| ABM International Limited | Bermuda | |||||||
| ABM International (Holdings) Ltd | England | |||||||
| ABM Aviation UK Limited | England | |||||||
| ABM Group UK Limited | England | |||||||
| ABM Facility Services UK Limited | England | |||||||
| BRBIBR Limited | England | |||||||
| ABM Critical Solutions Limited | England | |||||||
| ABM International (Holdings) B.V. | Holland | |||||||
| ABM Onsite Services - Canada ULC | Canada | |||||||
| Westway Services Holdings (2014) Ltd. | England | |||||||
| Westway Services Holdings (2010) Ltd. | England | |||||||
| ABM Technical Solutions Limited | England | |||||||
| Maybin Support Services (Ireland) Limited | N. Ireland | |||||||
| Momentum Support Limited | Ireland | |||||||
| Momentum Property Support Services Ltd. | N. Ireland | |||||||
| ABM Building & Energy Services, LLC | Delaware | |||||||
| ABM Building Services, LLC | Delaware | |||||||
| ABM Electrical Power Services, LLC | Delaware | |||||||
| ABM Electrical & Lighting Solutions, Inc. | Delaware | |||||||
| ABM Facility Support Services, LLC | Delaware | |||||||
| ABM Building & Energy Solutions, LLC | Delaware | |||||||
| ABM Building Solutions, LLC | Delaware | |||||||
| ABM Electrical Power Solutions, LLC | Delaware | |||||||
| ABM Electrical & Lighting Services, LLC | Delaware | |||||||
| ABM eMobility, LLC | Delaware | |||||||
| ABM eMobility USA, LLC | Delaware | |||||||
| ABM Canada Power Services LTD | Canada | |||||||
| ABM Franchising Group, LLC | Delaware | |||||||
| ABM General Services, Inc. | Delaware | |||||||
| ABM Healthcare Support Services, Inc. | Michigan | |||||||
| ABM Industrial Services, Inc. | Delaware | |||||||
| ABM Industry Groups, LLC | Delaware | |||||||
| ABM Texas General Services, Inc. | Delaware | |||||||
| Crown Building Maintenance Co. | Delaware | |||||||
| CBM MGMT LLC | California | |||||||
| Crown Energy Services, Inc. | Delaware | |||||||
| Able Advantage Acquisition, Inc. | Delaware | |||||||
| AES MGMT, LLC | California | |||||||
| AbleServe Management Company | California | |||||||
| Grade Sub Two, LLC | Delaware | |||||||
| GCA Services Group, Inc. | Delaware | |||||||
| Associated Facility Management, LLC | Nevada | |||||||
| GCA Cleaning Specialties, LP | Texas | |||||||
| GCA Services Group Mountain States, LP | Texas | |||||||
| GCA Services Group of Texas, LP | Texas | |||||||
| Associated Facility Ventures, LLC | Nevada | |||||||
| ABM Education Services, Inc. | Tennessee | |||||||
| GCA Education Services Central States, Inc. | Illinois | |||||||
| GCA Education Services of New England, Inc. | Delaware | |||||||
| GCA K12 Education Services, Inc. | Texas | |||||||
| GCA Nuclear Facility Services, Inc. | Texas | |||||||
| GCA Production Services, Inc. | Delaware | |||||||
| GCA Services Group of California, Inc. | California | |||||||
| GCA Services Group of Colorado, Inc. | Colorado | |||||||
| GCA Services Group of North Carolina, Inc. | North Carolina | |||||||
| GCA Services Group of Northwestern States, Inc. | Washington | |||||||
| GCA Staffing Services, Inc. | Delaware | |||||||
| National Building Maintenance Corp. | Delaware | |||||||
| IFM Assurance Company | New York | |||||||
| Linc International, Inc. | Delaware | |||||||
| Linc Facility Services Iraq LLC | Delaware | |||||||
| Wassl Al-Iraq Project Services & General Contracting LLPC | Iraq | |||||||
| Linc Facility Services ME, LLC | Delaware | |||||||
| Linc Facility Services Saudi Arabia, LLC | Saudi Arabia | |||||||
| Mission Critical Holdings, LLC | Delaware | |||||||
| MCS Opco, LLC | Delaware | |||||||
| RavenVolt, Inc. | Delaware | |||||||
*Subsidiary relationship to Company or to subsidiary parents shown by progressive indentation.
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
ABM Industries Incorporated:
We consent to the incorporation by reference in the registration statements (No. 333-78423, 333-78421, 333-48857, 333-85390, 333-116487, 333-137241, 333-159770, 333-167464, 333-179991, 333-202521, 333-211991, 333-224183, 333-254769) of Form S-8 and (No. 333-223233) on Form S-3 of our reports dated December 19, 2024, with respect to the consolidated financial statements and financial statement schedule II of ABM Industries Incorporated and the effectiveness of internal control over financial reporting.
/s/ KPMG LLP
New York, New York
December 19, 2024
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(a) OR 15d-14(a)
I, Scott Salmirs, certify that:
1. I have reviewed this Annual Report on Form 10-K of ABM Industries Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
December 19, 2024 | /s/ Scott Salmirs | |||||||||||||
| Scott Salmirs | ||||||||||||||
| Chief Executive Officer | ||||||||||||||
| (Principal Executive Officer) | ||||||||||||||
EXHIBIT 31.1
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(a) OR 15d-14(a)
I, Earl R. Ellis, certify that:
1. I have reviewed this Annual Report on Form 10-K of ABM Industries Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
December 19, 2024 | /s/ Earl R. Ellis | |||||||||||||
| Earl R. Ellis | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
| (Principal Financial Officer) | ||||||||||||||
EXHIBIT 32.1
CERTIFICATIONS PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(b) OR 15d-14(b) AND
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of ABM Industries Incorporated (the “Company”) for the year ended October 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Scott Salmirs, Chief Executive Officer of the Company, and Earl R. Ellis, Chief Financial Officer of the Company, each certifies for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code, that:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
December 19, 2024 | /s/ Scott Salmirs | |||||||||||||
| Scott Salmirs | ||||||||||||||
| Chief Executive Officer | ||||||||||||||
| (Principal Executive Officer) | ||||||||||||||
December 19, 2024 | /s/ Earl R. Ellis | |||||||||||||
| Earl R. Ellis | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
| (Principal Financial Officer) | ||||||||||||||
Minimum 15 minutes delayed. Source: LSEG