(State or other jurisdiction of

incorporation or organization)

One Liberty Plaza, 7^th Floor

New York, New York 10006

(Address of principal executive offices)

(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

Common Stock, $0.01 par value

ABM

New York Stock Exchange

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 þ☑ No o☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). Yes þ☑ No o

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.

Large accelerated filer

þ☑

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. ¨☐

Number of shares of the registrant’s common stock outstanding as of March ~~1, 2018: 65,700,002~~

ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES



FORWARD-LOOKING STATEMENTS	1
PART I. FINANCIAL INFORMATION		3
Item 1. Consolidated Financial Statements		3




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1922
Item 3. Quantitative and Qualitative Disclosures About Market Risk		3233
Item 4. Controls and Procedures		3233
PART II. OTHER INFORMATION		3233
Item 1. Legal Proceedings		3233
Item 1A. Risk Factors		3233
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		33
Item 3. Defaults Upon Senior Securities		3334
Item 4. Mine Safety Disclosures		3334
Item 5. Other Information		3334
Item 6. Exhibits		3435
SIGNATURES		3536

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains both historical and forward-looking statements regarding ABM ~~Industries Incorporated (“ABM”)~~ and its subsidiaries (collectively referred to as “ABM,” “we,” “us,” “our,” or the “Company”). 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. Particular risks and uncertainties that could cause our actual results to be materially different from those expressed in our forward-looking statements include those listed ~~below.~~below:

~~We may not realize the growth opportunities and cost synergies that are anticipated from the acquisition of GCA Services Group (“GCA”).~~

•Our results of ~~our subsidiaries to satisfy our cash needs. If we cannot generate the required cash, we~~operations can be adversely affected by labor shortages, turnover, and labor cost increases.

•We may not be able to ~~make the necessary payments required~~attract and retain qualified personnel and senior management we need to ~~service~~support our ~~indebtedness or we may be required to suspend certain discretionary payments, including our dividend.~~business.

~~Changes~~•Investments in and changes to our businesses, operating structure, ~~financial reporting structure,~~ or personnel relating to our ELEVATE strategy, including the implementation of ~~our~~ ~~2020Vision~~strategic ~~transformation initiative, including our move to our Enterprise Services Center,~~transformations, enhanced business processes, and technology initiatives, may not have the desired effects on our financial condition and results of operations.

•Our ~~success depends on our~~ ability ~~to gain profitable business despite competitive pressures and~~ to preserve long-term client ~~relationships.~~relationships is essential to our continued success.

~~Our business success depends on our ability to attract and retain qualified personnel and senior management.~~

•Our international business involves risks different from those we face in the United States that could ~~have an effect on~~negatively impact our results of operations and financial condition.

~~Unfavorable developments~~•Decreases in commercial office space utilization due to hybrid work models could adversely affect our ~~class~~financial condition.

•Negative changes in general economic conditions, such as recessionary pressures, high interest rates, durable and ~~representative actions~~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.

•Acquisitions, divestitures, and other ~~lawsuits alleging various claims~~strategic transactions could ~~cause us~~fail to ~~incur substantial liabilities.~~achieve financial or strategic objectives, disrupt our ongoing business, and adversely impact our results of operations.

•We ~~insure~~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 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 manage our insurable risks through a combination of ~~insurance~~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 ofto our ultimate insurance ~~losses~~loss reserves could result in a material ~~charge~~charges against our earnings.

•Our risk management and safety programs may not have the intended effect of reducing our liability for personal injury or property loss.

~~Impairment of goodwill~~•Unfavorable developments in our class and ~~long-lived assets~~representative actions and other lawsuits alleging various claims could ~~have a material adverse effect on our financial condition and results of operations.~~cause us to incur substantial liabilities.

Changes in general economic conditions, including changes in energy prices, government regulations, or changing consumer preferences, could reduce the demand for facility services and, as a result, reduce our earnings and adversely affect our financial condition.

•A significant number of our employees are covered by collective bargaining agreements that could expose us to potential liabilities in ~~relationship~~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~~union organizing drives.

•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.

•Future increases in the level of our borrowings or in interest rates could affect our results of operations.

•Impairment of goodwill and long-lived assets could have a material adverse effect on our financial condition and results of operations.

•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 ~~investors’~~investor perceptions of our ~~company~~Company and as a result may have a material adverse effect on the value of our common stock.

•Our business may be negatively impacted by adverse weather conditions.

•Actions of activist investors could disrupt our business.

The list of factors above is illustrative and by no means exhaustive. Additional information regarding these and other risks and uncertainties we face is contained in our Annual Report on Form 10-K for the year ended October 31, ~~2017~~2023, and in other reports (including all amendments to those reports) we file from time to time with the Securities and Exchange Commission ~~(including all amendments to those reports)~~(“SEC”).

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.

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.

ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

Trade accounts receivable, net of allowances of $15.5

and $25.5 at January 31, 2018 and October 31, 2017, respectively

Trade accounts receivable, net of allowances of $27.3 and $25.0

at January 31, 2024 and October 31, 2023, respectively

Property, plant and equipment, net of accumulated depreciation of $147.6

and $136.4 at January 31, 2018 and October 31, 2017, respectively

Other intangible assets, net of accumulated amortization of $206.1

and $189.1 at January 31, 2018 and October 31, 2017, respectively

Property, plant and equipment, net of accumulated depreciation of $337.5 and $326.5

at January 31, 2024 and October 31, 2023, respectively

Other intangible assets, net of accumulated amortization of $453.4 and $438.3

at January 31, 2024 and October 31, 2023, respectively

Common stock, $0.01 par value; 100,000,000 shares authorized;

65,686,394 and 65,502,568 shares issued and outstanding at

January 31, 2018 and October 31, 2017, respectively

Common stock, $0.01 par value; 100,000,000 shares authorized;

63,282,989 and 62,847,387 shares issued and outstanding at

January 31, 2024 and October 31, 2023, respectively

See accompanying notes to unaudited consolidated financial statements.

ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~

Three Months Ended January 31,
(in millions, except per share amounts) 2018 2017
Revenues $ 1,588.3
$ 1,326.7
Operating expenses 1,429.3
1,195.1
Selling, general and administrative expenses 109.0
97.3
Restructuring and related expenses 14.3
5.0
Amortization of intangible assets 16.2
5.5
Operating profit 19.5
23.8
Income from unconsolidated affiliates, net 0.5
1.4
Interest expense (14.3 ) (3.2 )
Income from continuing operations before income taxes 5.8
22.0
Income tax benefit (provision) 22.2
(5.9 )
Income from continuing operations 28.0
16.1
Loss from discontinued operations, net of taxes (0.1 ) (72.9 )
Net income (loss) 27.8
(56.8 )
Other comprehensive income (loss)
Unrealized gains on interest rate swaps, net of taxes of $5.0 and $1.1, respectively 13.6
1.6
Foreign currency translation 9.4
3.3
Comprehensive income (loss) $ 50.9
$ (51.9 )
Net income (loss) per common share — Basic
Income from continuing operations $ 0.42
$ 0.29
Loss from discontinued operations —
(1.30 )
Net income (loss) $ 0.42
$ (1.01 )
Net income (loss) per common share — Diluted
Income from continuing operations $ 0.42
$ 0.28
Loss from discontinued operations —
(1.28 )
Net income (loss) $ 0.42
$ (1.00 )
Weighted-average common and common equivalent shares outstanding
Basic 65.9
56.0
Diluted 66.3
56.6
Dividends declared per common share $ 0.175
$ 0.170


	Three Months Ended January 31,
(in millions, except per share amounts)	2024		2023
Revenues	$	2,069.6	$	1,991.3
Operating expenses	1,826.3		1,749.8
Selling, general and administrative expenses	154.6		150.6
Amortization of intangible assets	14.6		19.5

Operating profit	74.1		71.4
Income from unconsolidated affiliates	1.3		1.1
Interest expense	(21.3)		(19.8)
Income before income taxes	54.0		52.7
Income tax provision	(9.3)		(14.2)
Net income	44.7		38.5
Other comprehensive income
Interest rate swaps	(16.0)		(13.1)
Foreign currency translation and other	5.4		10.5
Income tax benefit	4.2		3.6
Comprehensive income	$	38.2	$	39.6
Net income per common share
Basic	$	0.70	$	0.58
Diluted	$	0.70	$	0.58
Weighted-average common and common equivalent shares outstanding
Basic	63.5		66.3
Diluted	63.9		66.8

See accompanying notes to unaudited consolidated financial statements.

ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


	Three Months Ended January 31,
	2024			2023
(in millions, except per share amounts)	Shares	Amount		Shares	Amount
Common Stock
Balance, beginning of period	62.8	$	0.6	65.6	$	0.7
Stock issued under employee stock purchase and share-based compensation plans	0.4	—		0.5	—

Balance, end of period	63.3	0.6		66.1	0.7
Additional Paid-in Capital
Balance, beginning of period		558.9			675.5
Taxes withheld under employee stock purchase and share-based compensation plans, net		(8.7)			(11.7)
Share-based compensation expense		8.2			6.9

Balance, end of period		558.5			670.7
Accumulated Other Comprehensive Loss, Net of Taxes
Balance, beginning of period		(9.2)			(16.2)
Other comprehensive income (loss)		(6.4)			1.1
Balance, end of period		(15.7)			(15.1)
Retained Earnings
Balance, beginning of period		1,249.6			1,057.2
Net income		44.7			38.5
Dividends
Common stock ($0.225 and $0.220 per share)		(14.1)			(14.4)
Stock issued under share-based compensation plans		(0.8)			(1.0)
Balance, end of period		1,279.3			1,080.3
Total Stockholders’ Equity		$	1,822.7		$	1,736.5

See accompanying notes to unaudited consolidated financial statements.

ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

See accompanying notes to unaudited consolidated financial statements.

ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. THE COMPANY AND NATURE OF OPERATIONS

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 services with a mission to make a difference, every person, every ~~day~~.day. We are organized into ~~five~~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

The accompanying unaudited consolidated financial statements have been prepared in accordance with (i) United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of our management, our unaudited consolidated financial statements and accompanying notes (the “Financial Statements”) include all normal recurring adjustments that are necessary for the fair statement of the interim periods presented. Interim results of operations are not necessarily indicative of results for the full year. The Financial Statements should be read in conjunction with our audited consolidated financial statements (and notes thereto) in our Annual Report on Form 10-K for the ~~fiscal~~ year ended October 31, ~~2017.~~2023. Unless otherwise indicated, all references to years are to our fiscal ~~year,~~years, which ~~ends~~end on October 31.

~~Acquisition of GCA Services Group~~

On September 1, 2017 (the “Acquisition Date”), we completed the acquisition of GCA Services Group (“GCA”). Accordingly, our consolidated statements of comprehensive income (loss) and statements of cash flows include GCA’s results of operations in the ~~three months ended~~ January 31, 2018, but exclude GCA’s results of operations in the three months ended January 31, 2017, as that was prior to the Acquisition Date. See Note 3, “Acquisitions,” for further information on the acquisition of GCA.

~~Government Services~~

On May 31, 2017, we sold our Government Services business for $35.5 million and recorded a pre-tax gain of $1.2 million during the third quarter of 2017. The reported results for this business are through the date of sale. Future results could include run-off costs associated with this former business.

~~Discontinued Operations~~

Following the sale of our Security business in 2015, we record all costs associated with this former business in discontinued operations. Such costs generally relate to litigation we retained and insurance reserves.

~~Prior Year Reclassifications~~

Effective November 1, 2017, we made changes to our operating structure as a result of the GCA acquisition. To reflect these changes, certain prior year amounts, including operating segment data, have been reclassified to conform with our fiscal 2018 presentation. These changes had no impact on our previously reported consolidated balance sheets, statements of comprehensive income (loss), or statements of cash flows. See Note 12, “Segment Information,” for further details.

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.

Management Reimbursement Revenue by Segment

We operate certain parking facilities under ~~managed location~~management reimbursement arrangements. Under these arrangements, we manage the parking ~~facility~~facilities for a management ~~fee~~fees and pass through the ~~revenue~~revenues and expenses associated with the ~~facility~~facilities to the ~~owner.~~owners. These revenues and expenses are reported in equal amounts as costs reimbursed from our managed ~~locations:~~locations. Management reimbursement revenue was $80.1 million and $72.4 million for the three months ended January 31, 2024 and 2023, respectively.

Recently Adopted Accounting Standards

In September 2022, the 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

Three Months Ended January 31,
(in millions) 2018 2017
Business & Industry $ 63.0
$ 57.8
Aviation 25.5
16.5
Healthcare 4.9
4.6
Total $ 93.4
$ 78.9
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.

Acquisition of ~~GCA during 2017~~

On September 1, ~~2017,~~2022, we ~~acquired~~completed the acquisition of all of the ~~outstanding stock~~equity interests of ~~GCA,~~RavenVolt, Inc. (“RavenVolt”), a nationwide provider of ~~integrated~~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 initial 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 is payable in cash in calendar years 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. Such targets for calendar year 2023 were not achieved, and as a result, no contingent consideration payment was made for calendar 2023. The maximum 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 2025. The estimate of the fair value of the contingent consideration on the date of acquisition was $59.0 million.

At January 31, 2024, the estimate of the fair value of the contingent consideration was $13.4 million. There was no material change in the fair value of the contingent consideration during the three months ended January 31, 2024. In 2023, we completed the acquisition accounting.

Acquisition of Momentum

Effective April 7, 2022, we acquired Maybin Support Services Limited, Momentum Support Limited (UK), and Momentum Property Support Services Limited (collectively “Momentum”), a leading independent provider of facility services, ~~to educational institutions~~primarily janitorial, across the Republic of Ireland and ~~commercial facilities,~~Northern Ireland, for a purchase price of approximately ~~$1.3 billion. As~~$54.8 million. In 2023, we completed the acquisition accounting.

Disaggregation of Revenues

We generate revenues under several types of contracts, which are further explained below. 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 12, “Segment ~~Information,~~Information.” ~~we integrated GCA’s operations into our industry group model effective November 1, 2017. As~~

Facility Services(3)

Building & Energy Solutions(4)


	Three Months Ended January 31, 2023
(in millions)	B&I		M&D		Education		Aviation		Technical Solutions		Total

Major Service Line
Janitorial(1)	$	687.0	$	329.3	$	187.7	$	35.9	$	—	$	1,239.9
Parking(2)	96.9		10.7		0.3		74.8		—		182.6
Facility Services(3)	252.6		40.5		27.0		8.8		—		328.8
Building & Energy Solutions(4)	—		—		—		—		147.0		147.0
Airline Services(5)	—		—		—		92.8		—		92.8
Total	$	1,036.6	$	380.5	$	214.9	$	212.3	$	147.0	$	1,991.3

(1) Janitorial arrangements provide a ~~result~~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, service concession expense related to these arrangements is recorded as a reduction of the ~~acquisition, we~~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 ~~now a leading facilities~~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, and other general maintenance and repair services ~~provider~~for clients in the ~~education market.~~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.

~~Consideration Transferred~~

(in millions, except per share data)
Shares of ABM common stock, net of shares withheld for taxes 9.4
ABM common stock closing market price at acquisition date $ 44.63
Fair value of ABM common stock at closing 421.3
Cash consideration 839.9
Total consideration transferred $ 1,261.3
Contract Types

We have arrangements under various contract types, as described in Note 2, “Basis of Presentation and Significant Accounting Policies,” in our Annual Report on Form 10-K for the year ended October 31, 2023.

~~Preliminary Purchase Price Allocation~~

~~Our preliminary purchase price allocation is~~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 as 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 ~~currently~~reasonably available to us.

The majority of our contracts include performance obligations that are primarily satisfied over time as we provide the related services. These contract types include: monthly fixed-price; square-foot; cost-plus; work orders; transaction-price; hourly; management reimbursement; leased location; allowance; energy savings contracts; and fixed-price repair and refurbishment contracts, as well as our franchise and royalty fee arrangements. We recognize revenue as the services are performed using a measure of progress that is determined by the contract type. Generally, most of our contracts are cancelable by either party without a substantive penalty, and the majority have a notification period of 30 to 90 days.

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 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.

Remaining Performance Obligations

At January 31, 2024, performance obligations that were unsatisfied for which we expect to recognize revenue totaled $321.1 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 ~~continuing~~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. For these contract types, we apply the practical expedient that permits exclusion of information about the remaining performance obligations with original expected durations of one year or less.

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 ~~evaluate~~customers.

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 ~~underlying inputs~~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. Commissions expense is recognized on a straight-line basis over a weighted average expected customer relationship period.

Contract liabilities consist of deferred revenue and ~~assumptions used~~advance payments and billings in ~~our valuations. Accordingly, consideration and purchase price allocations~~excess of revenue recognized. We generally classify contract liabilities as current since the related contracts are ~~subject to, among other items: working capital adjustments; further analysis~~ generally for a period

of ~~tax accounts, including deferred tax liabilities; and final valuation~~one year or less. Contract liabilities decrease as we recognize revenue from the satisfaction of ~~identifiable intangible assets. During~~ the ~~first quarter of 2018, we refined our valuation of customer relationships and certain other estimates.~~

related performance obligation.

The following ~~table presents~~tables present the balances in our ~~preliminary estimates of fair values of the~~contract assets ~~we acquired~~ and ~~the liabilities we assumed~~contract liabilities:


(in millions)	January 31, 2024		October 31, 2023
Contract assets
Billed trade receivables(1)	$	1,235.0	$	1,219.6
Unbilled trade receivables(1)	174.4		170.4
Costs incurred in excess of amounts billed(2)	120.4		139.2
Capitalized commissions(3)	30.6		30.2

(1) Included in “Trade accounts receivable, net,” on the ~~date~~unaudited Consolidated Balance Sheets. The fluctuations correlate directly to the execution of ~~acquisition as previously reported at year-end 2017~~new customer contracts and atto invoicing and collections from customers in the ~~end~~normal course of business.

(2) Fluctuation is primarily due to the ~~first quarter~~timing of ~~2018.~~payments on our contracts measured using the cost-to-cost method of revenue recognition.

As reported at
As reported at
(in millions) October 31, 2017 Adjustments January 31, 2018
Cash and cash equivalents $ 2.5
$ (2.4 ) $ 0.1
Trade accounts receivable⁽¹⁾
118.1

118.1
Prepaid expenses and other current assets 10.3

10.3
Property, plant and equipment 41.4

41.4
Customer relationships⁽²⁾
340.0
(10.0 ) 330.0
Trade name⁽²⁾
9.0

9.0
Goodwill⁽³⁾
933.9
0.4
934.3
Other assets 4.2

4.2
Trade accounts payable (9.1 )

(9.1 )
Insurance reserves (35.5 )

(35.5 )
Income taxes payable (16.5 ) 8.2
(8.3 )
Accrued liabilities (36.5 ) 4.9
(31.6 )
Deferred income tax liability, net (92.6 ) (1.0 ) (93.6 )
Other liabilities (8.1 )

(8.1 )
Net assets acquired $ 1,261.3
$ —
$ 1,261.3

⁽¹⁾ ~~The gross amount of trade accounts receivable was $122.0 million, of which $3.9 million is expected to be uncollectible.~~

⁽²⁾~~The amortization periods for~~(3) Included in “Other current assets” and “Other noncurrent assets” on the ~~acquired intangible assets are 15 years for customer relationships and 2 years for trade names.~~

⁽³⁾Goodwill is largely attributable to value we expect to obtain from long-term business growth, the established workforce, and buyer-specific synergies. This goodwill is not deductible for income tax purposes.

~~Financial Information~~

~~For~~unaudited Consolidated Balance Sheets. During the three months ended January 31, ~~2018,~~2024, we recorded revenue related to GCA of $251.6 million and operating profit of $5.0 million. The following table presents our unaudited pro forma results as though the GCA acquisition occurred on November 1, 2015. The pro forma results include adjustments for the estimated amortization of intangible assets, interest expense, and the income tax impact of the pro forma adjustments at the statutory rate of 41%. These pro forma results do not reflect the cost of integration activities or benefits from expected revenue enhancements and synergies. Accordingly, the pro forma information is not necessarily indicative of the results that would have been achieved if the acquisition had been effective on November 1, 2015.

Three Months Ended
(in millions) January 31, 2017
Pro forma revenue $ 1,578.9
Pro forma income from continuing operations 14.5

~~Other 2017 Acquisitions~~

Effective December 1, 2016, we acquired all of the outstanding stock of Mechanical Solutions, Inc. (“MSI”), a provider of specialized HVAC, chiller, and plumbing services, for a purchase price of $12.6 million. The purchase price includes up to $1.0capitalized $4.2 million of ~~undiscounted contingent consideration that is based~~new costs and amortized $3.8 million of previously capitalized costs. There was no impairment loss recorded on the expected achievement of certain pre-established revenue goals. See Note 6, “Fair Value of Financial Instruments,” regarding our valuation of contingent consideration liabilities. As of December 1, 2016,costs capitalized.


(in millions)	Three Months Ended January 31, 2024
Contract liabilities(1)
Balance at beginning of period	$	141.2
Additional contract liabilities	79.5
Recognition of deferred revenue	(54.2)
Balance at end of period	$	166.5

(1) Included in “Other accrued liabilities” on the ~~operations of MSI are included in our Technical Solutions segment.~~

Effective December 1, 2016, we also acquired all of the outstanding stock of OFJ Connections Ltd (“OFJ”), a provider of airport transportation services in the United Kingdom, for a purchase price of $6.3 million. As of December 1, 2016, the operations of OFJ are included in our Aviation segment.

~~Pro Forma and Other Supplemental Financial Information~~

~~Except for GCA, we do not present pro forma and other financial information for our other acquisitions, as they are not considered material business combinations individually or on a combined basis.~~

~~4. RESTRUCTURING AND RELATED COSTS~~

~~GCA Restructuring~~

Following the acquisition of GCA, during the first quarter of 2018 we initiated a restructuring program to achieve cost synergies from our combined operations. We expect our GCA restructuring and related activities to be complete by the second half of 2018.

~~2020Vision~~ ~~Restructuring~~

~~During the fourth quarter of 2015, our Board of Directors approved a comprehensive strategy intended to have a positive transformative effect on ABM (the “2020Vision”). As part of the~~ ~~2020Vision~~, we identified key priorities to differentiate ABM in the marketplace, accelerate revenue growth for certain industry groups, and improve our margin profile. We incurred additional expenses primarily related to external support fees during the first quarter of 2018 relating to this strategy. We do not expect to incur significant ~~2020Vision~~ ~~restructuring and related expenses in the future, other than in connection with the continued consolidation of our real estate leases.~~

~~Rollforward of Restructuring and Related Liabilities~~unaudited Consolidated Balance Sheets.

(in millions)
Balance,
October 31, 2017

Costs Recognized⁽¹⁾
Payments Non-Cash Items
Balance,
January 31, 2018
Employee severance $ 2.7
$ 8.7
$ (3.3 ) $ —
$ 8.1
External support fees 2.5
4.0
(2.5 ) —
4.0
Lease exit 2.8
0.5
(0.3 ) 0.2
3.2
Other project fees 0.4
1.0
(0.6 ) —
0.8
Total $ 8.4
$ 14.3
$ (6.7 ) $ 0.2
$ 16.1

⁽¹⁾~~We include these costs within corporate expenses.~~

~~Cumulative Restructuring and Related Charges~~

(in millions)
External Support Fees
Employee Severance
Other Project Fees
Lease Exit Costs
Asset Impairment
Total
GCA
$ 2.0

$ 10.5

$ 0.8

$ —

$ —

$ 13.3
2020 Vision

30.0

13.7

10.6

6.3

4.7

65.1
Total
$ 32.0

$ 24.2

$ 11.4

$ 6.3

$ 4.7

$ 78.4

5. NET INCOME PER COMMON SHARE

Basic and Diluted Net Income Per Common Share Calculations


	Three Months Ended January 31,
(in millions, except per share amounts)	2024		2023
Net income	$	44.7	$	38.5

Weighted-average common and common equivalent shares outstanding — Basic	63.5		66.3
Effect of dilutive securities(1)
Restricted stock units	0.2		0.2

Performance shares	0.2		0.2
Weighted-average common and common equivalent shares outstanding — Diluted	63.9		66.8

Net income per common share
Basic	$	0.70	$	0.58
Diluted	$	0.70	$	0.58

Three Months Ended January 31,
(in millions, except per share amounts) 2018 2017
Income from continuing operations $ 28.0
$ 16.1
Loss from discontinued operations, net of taxes (0.1 ) (72.9 )
Net income (loss) $ 27.8
$ (56.8 )

Weighted-average common and common equivalent shares outstanding — Basic 65.9
56.0
Effect of dilutive securities
Restricted stock units 0.2
0.3
Stock options 0.1
0.2
Performance shares 0.1
0.1
Weighted-average common and common equivalent shares outstanding — Diluted 66.3
56.6

Net income (loss) per common share — Basic
Income from continuing operations $ 0.42
$ 0.29
Loss from discontinued operations —
(1.30 )
Net income (loss) $ 0.42
$ (1.01 )

Net income (loss) per common share — Diluted
Income from continuing operations $ 0.42
$ 0.28
Loss from discontinued operations —
(1.28 )
Net income (loss) $ 0.42
$ (1.00 )
(1) Excludes the impact of potentially dilutive outstanding share-based securities that are excluded from the calculation of diluted loss per share in periods when we have a loss, as their inclusion would have an anti-dilutive effect. Such impact is included in the table below.

Anti-Dilutive Outstanding Stock Awards Issued Under Share-Based Compensation Plans


	Three Months Ended January 31,
(in millions)	2024	2023
Anti-dilutive	0.3	0.1

Three Months Ended January 31,
(in millions) 2018 2017
Anti-dilutive 0.2

—

6. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value Hierarchy of Our Financial Instruments

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis


(in millions)	Fair Value Hierarchy	January 31, 2024		October 31, 2023
Cash and cash equivalents(1)	1	$	58.0	$	69.5
Insurance deposits(2)	1	2.3		3.1
Assets held in funded deferred compensation plan(3)	1	4.2		4.0
Credit facility(4)	2	1,330.6		1,313.8
Interest rate swap assets(5)	2	20.4		36.4

Preferred equity investment(6)	3	15.4		15.4
Contingent consideration(7)	3	13.4		13.4

(in millions) Fair Value Hierarchy January 31, 2018 October 31, 2017
Cash and cash equivalents⁽¹⁾
1 $ 68.6
$ 62.8
Insurance deposits⁽²⁾
1 10.2
11.2
Assets held in funded deferred compensation plan⁽³⁾
1 4.6
4.6
Credit facility⁽⁴⁾
2 1,192.5
1,191.2
Interest rate swaps⁽⁵⁾
2 21.5
2.9
Investments in auction rate securities⁽⁶⁾
3 8.0
8.0
Contingent consideration liability⁽⁷⁾
3 0.9
0.9

⁽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 unaudited ~~consolidated balance sheets.~~Consolidated Balance Sheets. See Note 8,7, “Insurance,” for further information.

⁽³⁾Represents investments held in a Rabbi trust associated with one of our deferred compensation plans, which we include in “Other noncurrent assets” on the accompanying unaudited ~~consolidated balance sheets.~~Consolidated Balance Sheets. The fair value of the assets held in the funded deferred compensation plan is based on quoted market prices.

⁽⁴⁾Represents gross outstanding borrowings under our ~~syndicated line of credit and term loan.~~Amended Credit Facility. Due to variable interest rates, the carrying value of outstanding borrowings under ~~our line of credit and term loan~~this facility approximates the fair value. See Note 9,8, “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 ~~LIBOR~~the Secured Overnight Financing Rate (“SOFR”) forward rates at the end of the period. ~~These~~Our interest rate ~~swaps~~swap assets and liabilities are included in “Other noncurrent assets” and “Other noncurrent liabilities,” respectively, on the accompanying unaudited ~~consolidated balance sheets.~~Consolidated Balance Sheets. See Note 9,8, “Credit Facility,” for further information.

⁽⁶⁾~~The~~ 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.

(7) Our contingent consideration payable related to the RavenVolt Acquisition is remeasured at each reporting date, based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. After the acquisition date and until the contingency is resolved, the fair value of ~~investments in auction rate securities~~contingent consideration payable is adjusted each reporting period based primarily on ~~discounted cash flow valuation models, primarily utilizing unobservable inputs, including assumptions about~~ the ~~underlying collateral, credit risks associated with the issuer, credit enhancements associated with financial insurance guarantees, and the possibility~~expected probability of achievement of the ~~security being re-financed by~~contingency targets, which are subject to our estimate. These changes in fair value are recognized within the ~~issuer or having a successful auction. These amounts are included~~“Selling, general and administrative expenses” of the unaudited Consolidated Statements of Comprehensive Income. There was no material change in ~~“Other investments” on~~ the ~~accompanying unaudited consolidated balance sheets. See Note 7, “Auction Rate Securities,” for further information.~~

⁽⁷⁾~~Certain of our acquisitions involve the payment of contingent consideration. The~~ fair value of ~~these liabilities is based on~~ the ~~expected achievement of certain pre-established revenue goals. Our~~ contingent consideration ~~liability is included in “Other accrued liabilities” and “Other noncurrent liabilities” on the accompanying unaudited consolidated balance sheets.~~

~~During~~during the three months ended January 31, ~~2018, we had no transfers of assets or liabilities between any of the above hierarchy levels.~~2024.

Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis

WeIn addition to assets and liabilities that are measured at fair value on a recurring basis, we are also required to measure certain ~~assets~~items at fair value on a non-recurring ~~basis, which are subject to fair value adjustments in certain circumstances.~~basis. These assets can include: goodwill; intangible assets; property, plant and equipment; lease-related ROU assets; and long-lived assets that have been reduced to fair value when they are held for sale.

~~On November 1, 2017, we reorganized our reportable segments and goodwill reporting units. In connection with this reorganization, we performed a qualitative goodwill~~ If certain triggering events occur, or if an annual impairment test ~~immediately before and after~~is required, then we would evaluate these non-financial assets for impairment. If an impairment were to occur, then the ~~segment realignment. In analyzing~~asset would be recorded at the results of operations and business conditions of the goodwill reporting units, we determined the likelihood of a goodwill impairment did not reach the more-likely-than not threshold specified in U.S. GAAP for any of the reporting units that were evaluated. Accordingly, we concluded that goodwill related to those reporting units was not impaired and further quantitative testing was not required.estimated fair value, using primarily unobservable Level 3 inputs.

7. ~~AUCTION RATE SECURITIES~~

At January 31, 2018 and October 31, 2017, we held investments in auction rate securities from two different issuers that had an aggregate original principal amount of $10.0 million and an amortized cost and fair value of $8.0 million. These two auction rate securities are debt instruments with stated maturities in 2036 and 2050. The interest rates for these securities are designed to be reset through Dutch auctions approximately every ~~thirty~~ ~~days, but auctions for these securities have not occurred since August 2007.~~

At January 31, 2018 and October 31, 2017, there were no unrealized gains or losses on our auction rate securities included in accumulated other comprehensive income (loss), net of taxes (“AOCI”), and the total amount of other-than-temporary impairment credit loss on our auction rate security investments included in our retained earnings was $2.0 million.

~~Significant Assumptions Used to Determine the Fair Values of Our Auction Rate Securities~~

INSURANCE



~~Assumption~~	~~January 31, 2018~~	~~October 31, 2017~~
~~Discount rates~~	~~L + 0.53% and L + 1.18%~~	~~L + 0.42% and L + 0.79%~~
~~Yields~~	~~2.15%, L + 2.00%~~	~~2.15%, L + 2.00%~~
~~Average expected lives~~	~~4 – 10 years~~	~~4 – 10 years~~

~~L – One Month LIBOR~~

~~8. 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 $5.0 million of exposure on a per-occurrence basis, either through deductibles or self-insured retentions. 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 ~~$0.4~~$0.5 million of exposure on a per-participant, per-year basis with respect to claims.

~~The adequacy of~~We maintain our reserves for workers’ compensation, general liability, automobile liability, and property damage insurance claims is 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 ~~studies~~reviews are used to estimate our insurance rates and insurance reserves for future periods and to adjust reserves, if appropriate, for prior years.

Actuarial Review Performed During ~~the~~ First Quarter ~~of 2018~~2024

We review our self-insurance liabilities on a regular 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 ~~three months ended January 31, 2018,~~first quarter of 2024, we performed ana comprehensive actuarial review of the majority of our casualty insurance programs ~~that considered~~to evaluate changes ~~in claim developments~~made to claims reserves and ~~claim~~claims payment activity for the period ~~commencing~~of May 1, ~~2017 and ending~~2023, through October 31, ~~2017 for all policy years~~2023 (the “Actuarial Review”). The Actuarial Review was comprehensive in ~~which open claims existed.~~nature and was based on loss development patterns, trend assumptions, and underlying expected loss costs during the period analyzed.

The actuarial review indicated the claims reduction and safety initiatives we implemented have had a positive impact on our claims costs in the most recent years. Most notably, over the past two years there has been a decrease in claim frequency for workers’ compensation lost-time claims and general liability bodily injury claims. However, there have been unfavorable developments in ultimate losses beyond our estimates for general liability and workers’ compensation claims related to prior years, as described below.

The actuarial review indicated a continued decrease over the most recent years in the total number of reported claims related to our general liability program, particularly with respect to bodily injury claims. However, in prior year claims we experienced adverse developments that are largely attributable to adjustments related to certain bodily injury claims and to losses for property damage.

We are experiencing a reduced frequency of claims in our workers’ compensation program. However, due to increases in projected costs and severity of claims in certain prior fiscal years, we increased our estimate of ultimate losses for workers’ compensation claims. Statutory, regulatory, and legal developments have contributed to the increase in our estimated losses.

Based on the results of the ~~actuarial review and subsequent developments,~~Actuarial Review, we increased our total reserves related to prior years for known claims as well as our estimate of the loss amounts associated with incurred but not reported claims (“IBNR claims”) by ~~$2.0~~$5.3 million during the three months ended January 31, ~~2018. This adjustment was $3.0 million lower than the total adjustment related to prior year claims of $5.0 million during~~2024. During the three months ended January 31, ~~2017.~~2023, it was determined that there was no adjustment required for our total reserves related to prior years. We will continue to assess ongoing developments, which may result in further adjustments to reserves.

~~Insurance Related~~Insurance-Related Balances and Activity


(in millions)	January 31, 2024		October 31, 2023
Insurance claim reserves, excluding medical and dental	$	598.3	$	555.0
Medical and dental claim reserves	9.6		9.5
Insurance recoverables	106.6		67.1

(in millions) January 31, 2018 October 31, 2017
Insurance claim reserves excluding medical and dental $ 490.7
$ 485.6
Medical and dental claim reserves 10.7
9.8
Insurance recoverables 74.9
73.1

At January 31, ~~2018~~2024, and October 31, ~~2017,~~2023, insurance recoverables are included in both “Other current assets” and “Other noncurrent assets” on the accompanying unaudited ~~consolidated balance sheets.~~Consolidated Balance Sheets.

Instruments Used to Collateralize Our Insurance Obligations


(in millions)	January 31, 2024		October 31, 2023
Standby letters of credit	$	53.4	$	53.5
Surety bonds and surety-backed letters of credit	178.6		178.0
Restricted insurance deposits	2.3		3.1
Total	$	234.3	$	234.7

8. Credit Facility

(in millions) January 31, 2018 October 31, 2017
Standby letters of credit $ 136.7
$ 137.6
Surety bonds 77.5
77.5
Restricted insurance deposits 10.2
11.2
Total $ 224.4
$ 226.3

Credit Facility Information

~~9. CREDIT FACILITY~~


(in millions)	January 31, 2024		October 31, 2023
Current portion of debt
Gross term loan	$	32.5	$	32.5
Unamortized deferred financing costs	(0.9)		(1.0)
Current portion of term loan	$	31.6	$	31.5



Long-term debt
Gross term loan	$	528.1	$	536.3
Unamortized deferred financing costs	(1.2)		(1.5)
Total noncurrent portion of term loan	526.9		534.8
Revolving line of credit(1)(2)	770.0		745.0
Long-term debt	$	1,296.9	$	1,279.8

(1) Standby letters of credit amounted to $58.2 million at January 31, 2024.

(2) At January 31, 2024, we had borrowing capacity of $449.8 million.

At January 31, 2024, and October 31, 2023, the weighted average interest rate on all outstanding borrowings, not including letters of credit and swaps, was 7.20% and 7.17%, respectively.

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 (the “Revolver”) and an $800.0 million amortizing term loan, ~~scheduled to mature~~both of which matured on September 1, 2022. ~~The line~~In accordance with terms of ~~credit reduces~~the Credit Facility, the revolver was reduced to $800.0 million ~~after one year. The~~on September 1, 2018.

On June 28, 2021, the Company amended and restated the Credit Facility ~~also~~(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 ~~$300.0~~$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.

~~Borrowings~~ 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 (London Interbank Offered Rate) 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 ~~a rate equal to 1-month LIBOR~~Term SOFR plus a credit spread ~~that is based upon our leverage ratio. The spread ranges from 1.00%~~adjustment of 0.10% subject to ~~2.25% for Eurocurrency loans and 0.00% to 1.25% for base rate loans. At January 31, 2018, the weighted average interest rate on our outstanding borrowings was 3.74%. We also pay~~ a ~~commitment fee, based on our leverage ratio and payable quarterly in arrears, ranging from 0.200% to 0.350% on the average daily unused portion~~floor of the line of credit. For purposes of this calculation, irrevocable standby letters of credit, which are issued primarily in conjunction with our insurance programs, and cash borrowings are included as outstanding under the line of credit.zero.

The Amended Credit Facility contains certain covenants, including a maximum total net leverage ratio of ~~4.75~~5.00 to ~~1.0, which steps down~~1.00, a maximum secured net leverage ratio of 4.00 to ~~3.50 to 1.0 by July 2020,~~1.00, and a minimum ~~fixed charge~~interest coverage ratio of 1.50 to ~~1.0,~~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 ~~3.75~~5.50 to ~~1.0~~1.00 for a total of four fiscal quarters ~~provided~~and increase the maximum secured net leverage ratio ~~had already been reduced~~ to ~~3.50~~4.50 to ~~1.0.~~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 January 31, ~~2018,~~2024, we were in compliance with these covenants.

The Amended Credit Facility also includes customary events of default, ~~including~~including: failure to pay principal, interest, or fees when ~~due,~~due; failure to comply with ~~covenants,~~covenants; the occurrence of certain material ~~judgments, or~~judgments; and a change in control of the Company. If ~~an event~~certain events of default ~~occurs,~~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, ~~and~~ 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.

We incurred deferred financing costs of $6.4 million in conjunction with the execution of the Amended Credit Facility and carried over $6.2 million of unamortized deferred financing from initial execution and previous amendments of the Credit Facility. Total deferred financing costs ~~related to the Credit Facility were $18.7~~of $12.6 million, consisting of ~~$13.4~~$4.9 million related to the term loan and ~~$5.2~~$7.7 million related to the ~~line of credit, which~~revolver, are being amortized to interest expense over the term of the Amended Credit Facility.

~~Credit Facility Information~~

(in millions) January 31, 2018 October 31, 2017
Current portion of long-term debt
Gross term loan $ 10.0
$ 20.0
Less: unamortized deferred financing costs (3.0 ) (3.1 )
Current portion of term loan $ 7.0
$ 16.9

Long-term debt
Gross term loan $ 770.0
$ 780.0
Less: unamortized deferred financing costs (9.1 ) (9.9 )
Total noncurrent portion of term loan 760.9
770.1
Line of credit⁽¹⁾⁽²⁾
412.5
391.2
Long-term debt $ 1,173.4
$ 1,161.3

⁽¹⁾~~Standby letters of credit amounted to $145.5 million at January 31, 2018.~~

⁽²⁾~~At January 31, 2018, we had borrowing capacity of $330.5 million, however covenant restrictions limited our actual borrowing capacity to $245.5 million.~~

~~Term Loan~~Long-Term Debt Maturities

During the ~~first quarter,~~three months ended January 31, 2024, we made ~~$20.0 million~~principal payments under the term loan of ~~principal payments.~~$8.1 million. As of January 31, ~~2018,~~2024, the following principal payments are required under the ~~term loan:~~Amended Credit Facility:


(in millions)	2019		2020		2021		2022		(in millions)	2024	2025	2026	2027	2028
Debt maturities	$	40.0	$	60.0	$	120.0	$	560.0

Interest Rate Swaps

We ~~enter into~~utilize interest rate ~~swaps~~swap agreements to ~~manage~~fix the variable interest rates on portions of our debt. The purpose of using these derivatives is to reduce our exposure to the interest rate risk associated with ~~our floating-rate, LIBOR-based borrowings under our Credit Facility.~~variable borrowings. Under these ~~arrangements,~~agreements, we typically pay a fixed interest rate in exchange for ~~LIBOR-based~~a SOFR-based variable interest ~~throughout the life of the agreement. We initially report the derivative’s mark-to-market gain or loss as~~rate on a component of AOCI 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.given notional amount. All of our interest rate swaps ~~were~~are designated and accounted for as cash flow ~~hedges from inception. See Note 6, “Fair Value~~hedges. Changes in the fair value of ~~Financial Instruments,”~~these derivatives are reported as a component of other comprehensive income and are reclassified into earnings in the period or periods in which the hedged transaction affects earnings. For information regarding the valuation of our interest rate ~~swaps.~~

~~Interest Rate Swaps Information~~

swaps, see Note 6, “Fair Value of Financial Instruments.”

Notional Amount

Fixed Interest Rate

Effective Date

Maturity Date

$100.0 million

1.72%

February 9, 2022

June 28, 2026

~~Notional Amounts~~$150.0 million

1.85%

~~Fixed Interest Rates~~

February 25, 2022

~~Effective Dates~~

~~Maturity Dates~~June 28, 2026

$ ~~105.0~~100.0 million

2.88%

~~1.05%~~

May 4, 2022

~~April 7, 2016 and~~

~~May 11, 2016~~

~~April 7, 2021 and~~

~~May 11, 2021~~

June 28, 2026

~~$ 215.0~~

$210.6 million(1)

2.83%

~~1.65%~~

July 7, 2022

June 28, 2026

$89.4 million (1)

2.79%

July 18, 2022

June 28, 2026

$170.0 million

3.81%

November 1, ~~2017~~2022

~~September 1, 2022~~

~~$ 285.0 million~~

~~1.69%~~

~~November 13, 2017~~

~~September 1, 2022~~June 28, 2026

(1)In July 2022, we entered into interest rate swap agreements with notional values totaling $300.0 million at inception. The notional amount reduces to $250.0 million in April 2024, $175.0 million in October 2024, and $100.0 million in October 2025 before maturing on June 28, 2026.

At January 31, ~~2018~~2024, and October 31, ~~2017,~~2023, amounts recorded in ~~AOCI~~accumulated other comprehensive loss (“AOCL”) for interest rate swaps were ~~$15.7~~a gain of $14.1 million, net of taxes of ~~$5.8~~$6.2 million, and ~~$1.7~~a gain of $26.0 million, net of taxes of ~~$1.2~~$10.5 million, respectively. ~~Additionally, at~~At January 31, ~~2018,~~2024, the total amount expected to be reclassified from ~~AOCI~~AOCL to earnings during the next ~~twelve~~12 months ~~was $5.0~~is a gain of $6.2 million, net of taxes of $2.2 million.

9. COMMON STOCK

Effective December 13, 2023, our Board of Directors expanded our existing share repurchase program by an additional $150.0 million. We did not repurchase shares under the share repurchase program during the three months ended January 31, 2024 and 2023. At January 31, 2024, authorization for $210.3 million of repurchases remained under our share repurchase program.

10. 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 January 31, ~~2018,~~2024, these letters of credit totaled $58.2 million and surety bonds and surety-backed letters of credit totaled ~~$145.5 million and $470.0 million, respectively.~~$795.6 million.

Guarantees

In some instances, we offer clients guaranteed energy savings under certain energy savings contracts. At January 31, ~~2018,~~2024, total guarantees were ~~$164.6~~$230.4 million and extend through ~~2038.~~2043. We ~~accrue for~~include the estimated ~~cost~~costs of guarantees ~~when~~in the transaction price to the extent it is probable that a ~~liability has been incurred~~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 ~~amount can be~~transaction price are based largely on an assessment of our anticipated performance and all information (historical, current, and forecasted) that is reasonably ~~estimated.~~available to us. Historically, we have not incurred any material losses in connection with these guarantees.

In connection with an unconsolidated joint venture in which one of our subsidiaries has a 33% ownership interest, that subsidiary and the other joint venture partners have each jointly and severally guaranteed the obligations of the joint venture to perform under certain contracts extending through 2019. Annual revenues relating to the underlying contracts are approximately $35 million. Should the joint venture be unable to perform under these contracts, the joint venture partners would be jointly and severally liable for any losses incurred by the client due to the failure to perform.

Sales ~~Tax Audits~~Taxes

We collect sales tax from clients and remit those collections to the applicable states. ~~When~~In some cases when clients fail to pay their invoices, including the amount of any sales tax that we paid on their behalf, ~~in some cases~~ we ~~are~~may be entitled to seek a refund of that amount of sales tax from the applicable state.

Sales tax laws and regulations enacted by the various states are subject to interpretation, and our compliance with such laws is routinely subject to audit and review by such states. Audit risk is concentrated in several states ~~and these states~~that are conducting ongoing audits. The outcomes of ongoing and any future audits and changes in the states’ interpretation of the sales tax laws and regulations could materially adversely impact our results of ~~operations.~~operations.

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 January 31, ~~2018,~~2024, the total amount accrued for ~~all~~ probable litigation losses where a reasonable estimate of the loss could be made was ~~$10.0~~$13.4 million. ~~This $10.0 million includes an accrual of $3.8 million in connection with the~~ ~~Hussein~~ ~~case discussed below.~~

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.

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 $8$7.2 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.

In some cases, although a loss is probable or reasonably possible, we cannot reasonably estimate the maximum potential losses for probable matters or the range of losses for reasonably possible matters. Therefore,

our accrual for probable losses and our estimated range of loss for reasonably possible losses do not represent our maximum possible exposure.

While the results of these lawsuits, claims, and proceedings cannot be predicted with any certainty, our management believes that the final outcome of these matters will not have a material adverse effect on our financial position, results of operations, or cash flows.

~~Certain Legal Proceedings~~

~~Certain lawsuits to which we are a party are discussed below.~~ In determining whether to include any particular lawsuit or other proceeding in our disclosure, we consider both quantitative and qualitative factors. These factors include, but are not limited to: the amount of damages and the nature of any other relief sought in the proceeding; if such damages and other relief are specified, our view of the merits of the claims; whether the action is or purports to be a class action, and our view of the likelihood that a class will be certified by the court; the jurisdiction in which the proceeding is pending; and the potential impact of the proceeding on our reputation.

~~The Consolidated Cases~~We are currently not a party to any material legal proceedings, and we are not aware of ~~Bucio and Martinez v. ABM Janitorial Services filed on April 7, 2006,~~filings of any pending or contemplated litigation, claims, or assessments. There can be no assurance that future legal proceedings arising in the ~~Superior Court~~ordinary course of ~~California, County~~business or otherwise will not have a material adverse effect on our financial position, results of ~~San Francisco (the “Bucio case”)~~operations, or cash flows.

~~The~~ ~~Bucio~~ case is a class action pending in San Francisco Superior Court that alleges we failed to provide legally required meal periods and make additional premium payments for such meal periods, pay split shift premiums when owed, and reimburse janitors for travel expenses. On April 19, 2011, the trial court held a hearing on plaintiffs’ motion to certify the class. At the conclusion of that hearing, the trial court denied plaintiffs’ motion to certify the class. On May 11, 2011, the plaintiffs filed a motion to reconsider, which was denied. The plaintiffs appealed the class certification issues. The trial court stayed the underlying lawsuit pending the decision in the appeal. The Court of Appeal of the State of California, First Appellate District (the “Court of Appeal”), heard oral arguments on November 7, 2017. On December 11, 2017, the Court of Appeal reversed the trial court’s order denying class certification and remanded the matter for certification of a meal period, travel expense reimbursement, and split shift class. The case was remitted to the trial court for further proceedings on class certification, discovery, dispositive motions, and trial.

~~Hussein and Hirsi v. Air Serv Corporation filed on January 20, 2016, pending in the United States District Court for the Western District of Washington at Seattle (the “Hussein case”) and~~

~~Isse et al. v. Air Serv Corporation filed on February 7, 2017 in the Superior Court of Washington for King County (the “Isse” case)~~

~~The~~ ~~Hussein~~ case was a certified class action involving a class of certain hourly Air Serv employees at Seattle-Tacoma International Airport in SeaTac, Washington. The plaintiffs alleged that Air Serv violated a minimum wage requirement in an ordinance applicable to certain employers in the local city of SeaTac (the “Ordinance”). Plaintiffs sought retroactive wages, double damages, interest, and attorneys’ fees. This matter was removed to federal court. In a separate lawsuit brought by Filo Foods, LLC, Alaska Airlines, and several other employers at SeaTac airport, the King County Superior Court issued a decision that invalidated the Ordinance as it applied to workers at SeaTac airport. Subsequently, the Washington Supreme Court reversed the Superior Court’s decision. On February 7, 2017, the ~~Isse~~ ~~case was filed against Air Serv on behalf of 60 individual plaintiffs (who would otherwise be members of the~~ ~~Hussein~~ ~~class), who alleged failure to comply with both the minimum wage provision and the sick and safe time provision of the Ordinance. The~~ ~~Isse~~ ~~plaintiffs sought retroactive wages and sick benefits, double damages for wages and sick benefits, interest, and attorneys’ fees. The~~ ~~Isse~~ ~~case later expanded to approximately 220 individual plaintiffs.~~

~~In mediations on November 2 and 3, 2017, and without admitting liability in either matter, we agreed to settle the~~ ~~Hussein~~ ~~and~~ ~~Isse~~ ~~cases for a combined total of $8.3 million, inclusive of damages, interest, attorneys’ fees, and employer payroll taxes. Eligible employees will be able to participate in either the~~ ~~Hussein~~ or ~~Isse~~ settlements, but cannot recover in both settlements. The settlements in both cases require court approval because of the nature of the claims being released. On December 8, 2017, the Superior Court of Washington for King County approved the settlement agreement for the 220 ~~Isse~~ ~~plaintiffs, and we subsequently made a settlement payment of $4.5 million to the~~ ~~Isse~~ ~~plaintiffs. The~~ ~~Hussein~~ ~~settlement documents have not been finalized and will be subject to court approval.~~

~~Castro and Marmolejo v. ABM Industries, Inc., et al., filed on October 24, 2014, pending in the United States District Court for the Northern District of California (the “Castro” case)~~

On October 24, 2014, Plaintiff Marley Castro filed a class action lawsuit alleging that ABM did not reimburse janitorial employees in California for using their personal cell phones for work-related purposes, in violation of California Labor Code section 2802. On January 23, 2015, Plaintiff Lucia Marmolejo was added to the case as a named plaintiff. On October 27, 2017, plaintiffs moved for class certification seeking to represent a class of all employees who were, are, or will be employed by ABM in the State of California with the Employee Master Job Description Code “Cleaner” (hereafter referred to as “Cleaner Employees”) beginning from October 24, 2010. ABM filed its opposition to class certification on November 27, 2017. On January 26, 2018, the district court granted plaintiffs’ motion for class certification. The court rejected plaintiffs’ proposed class, instead certifying three classes that the court formulated on its own: (1) all employees who were, are, or will be employed by ABM in the State of California as Cleaner Employees who used a personal cell phone to punch in and out of the EPAY system and who (a) worked at an ABM facility that did not provide a biometric clock and (b) were not offered an ABM-provided cell phone during the period beginning on January 1, 2012, through the date of notice to the Class Members that a class has been certified in this action; (2) all employees who were, are, or will be employed by ABM in the State of California as Cleaner Employees who used a personal cell phone to report unusual or suspicious circumstances to supervisors and were not offered (a) an ABM-provided cell phone or (b) a two-way radio during the period beginning four years prior to the filing of the original complaint, October 24, 2014, through the date of notice to the Class Members that a class has been certified in this action; and (3) all employees who were, are, or will be employed by ABM in the State of California as Cleaner Employees who used a personal cell phone to respond to communications from supervisors and were not offered (a) an ABM-provided cell phone or (b) a two-way radio during the period beginning four years prior to the filing of the original complaint, October 24, 2014, through the date of notice to the Class Members that a class has been certified in this action. On February 9, 2018, ABM filed a petition for permission to appeal the district court’s order granting class certification with the United States Court of Appeals for the Ninth Circuit.

11. INCOME TAXES

~~The Tax Cuts and Jobs Act (the “Tax Act”), which was enacted on December 22, 2017, represents the most significant overhaul of the U.S.~~

Our quarterly tax ~~code in more than 30 years. Among other provisions, the Tax Act provides for a reduction of the federal corporate income~~provision is calculated using an estimated annual effective tax rate ~~from 35%~~that is adjusted for discrete items occurring during the period to 21% and a “transition tax” to be levied on the deemed repatriation of indefinitely reinvested earnings of international subsidiaries. Since we have an October 31 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal rate of 23.3% for fiscal 2018 and 21% for subsequent fiscal years. Other provisions under the Tax Act will not be effective for us until fiscal 2019, including limitations on deductibility of interest and executive compensation as well as anti-deferral provisions on Global Intangible Low-Taxed Income (“GILTI”). As a result, in 2019 we expectarrive at our effective tax ~~rate to increase from the 2018~~ rate.

Due to the complexities of implementing the provisions of the Tax Act, the staff of the U.S. Securities and Exchange Commission issued Staff Accounting Bulletin 118 (“SAB 118”), which provides guidance on accounting for tax effects of the Tax Act and permits a measurement period not to exceed one year from the enactment date for companies to complete the required analyses and accounting. As permitted under SAB 118, some elements of the tax adjustments recorded in the first quarter of 2018 due to the enactment of the Tax Act, including the remeasurement of deferred tax assets and liabilities and the transition tax, are based on reasonable estimates and are considered provisional.

~~We remeasured certain deferred tax assets and liabilities based on the new rates at which they are expected to reverse in the future and recorded a net discrete tax benefit of $28.7 million during~~ During the three months ended January 31, ~~2018. In addition,~~2024 and 2023, we ~~recorded an expense~~had effective tax rates of ~~$7.0~~17.3% and 26.9%, respectively, resulting in provisions for taxes of $9.3 million and $14.2 million, respectively. The difference between the estimated annual effective tax rate before discrete items and statutory rate is primarily related to state income taxes, non-deductible compensation, and tax credits.

Our effective tax rate for the three months ended January 31, 2024, benefited from discrete items, primarily by $2.9 million for uncertain tax positions, $2.1 million for share-based compensation and $2.0 million for return to provision adjustments related to our non-U.S. operations. Our effective tax rate for the ~~one-time transition tax on the deemed repatriation of indefinitely reinvested earnings of our international subsidiaries.~~ three months ended January 31, 2023, benefited by $1.3 million for share-based compensation.

We plan to reinvest our foreign earnings to fund future non-U.S. growth and ~~expansion. We~~expansion, and we do not anticipate remitting such earnings to the United ~~States, and while~~States. While U.S. federal tax expense has been recognized as a 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 continue to analyze certain aspects of the Tax Act and refine our calculation of the impact on our deferred tax balances, which could potentially affect the measurement of these balances. The provisional amount recorded is based on our estimate of the expected reversals of certain tax assets and liabilities, which may be revised in future quarters during the one-year measurement period as additional information becomes available. The final impact related to the one-time transition tax may differ from our current estimate due to the complexity of calculating and supporting U.S. tax attributes involved in foreign tax credit calculations, such as accumulated foreign earnings and

profits, foreign tax paid, and other tax components. Changes to our estimates over the one-year measurement period could be material, due to, among other things, changes in interpretations of the Tax Act, future legislative action to address questions that arise because of the Tax Act, changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates we have utilized to calculate the provisional amounts.

Beginning in fiscal year 2019, provisions under GILTI could result in incremental taxability of our foreign subsidiaries’ income in excess of an allowed return on certain tangible property. The Financial Accounting Standards Board has determined that filers have a policy choice to account for this tax on either a period basis or a deferred tax basis. We are still evaluating the impacts of GILTI on our business model and have not yet made any accounting adjustments or policy decisions regarding this new source of incremental U.S. taxable income.

Our quarterly provision for income taxes from continuing operations is calculated using an estimated annual effective income tax rate, which is adjusted for discrete items that occur during the reporting period. During the three months ended January 31, 2018, we had an income tax benefit on income from continuing operations of $22.2 million. The three months ended January 31, 2018 was favorably impacted by a net discrete tax benefit of $21.7 million related to the enactment of the Tax Act.

During the three months ended January 31, 2017, we had an income tax provision on income from continuing operations of $5.9 million. The three months ended January 31, 2017 was favorably impacted by $2.0 million of excess tax benefits related to the vesting of share-based compensation awards and the 2017 work opportunity tax credit.

12. SEGMENT INFORMATION

~~Effective November 1, 2017, we reorganized our reportable segments to reflect the integration of GCA into our industry group model.~~

Our current reportable segments consist of ~~Business & Industry (“~~B~~&I”),~~&I, M&D, Education, Aviation, ~~Technology & Manufacturing (“T&M”), Education,~~and Technical Solutions, ~~and Healthcare,~~ as further described below. ~~Refer to Note 2, “Basis of Presentation and Significant Accounting Policies,” for information related to our former Government Services business.~~



REPORTABLE SEGMENTS AND DESCRIPTIONS
B&I		B&I, our largest reportable segment, encompasses janitorial, facilities engineering, and parking services for commercial real estate properties ~~and~~(including corporate offices for high-tech clients), sports and entertainment ~~venues.~~venues, and traditional hospitals and non-acute healthcare facilities. B&I also provides vehicle maintenance and other services to rental car ~~providers (“Vehicle Services Contracts”).~~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.
~~T&M~~		T&M combines our legacy Industrial & Manufacturing business, which was previously included in our B&I segment, with our legacy High Tech industry group, which was previously reported as part of our Emerging Industries Group. T&M provides janitorial, facilities engineering, and parking services.
~~Education~~	Education delivers janitorial, custodial, landscaping and grounds, facilities engineering, and parking services for public school districts, private schools, colleges, and universities. This business was previously reported as part of our Emerging Industries Group.
Technical Solutions	Technical Solutions specializes in facility infrastructure, mechanical, and electrical ~~services.~~services, including power design, installation, and maintenance, as well as microgrid systems installations. These services can also be leveraged for cross-selling across all of our industry groups, both domestically and internationally.
~~Healthcare~~	Healthcare offers janitorial, facilities management, clinical engineering, food and nutrition, laundry and linen, parking and guest services, and patient transportation services at traditional hospitals and non-acute facilities. This business was previously reported as part of our Emerging Industries Group.

Financial Information by Reportable Segment


	Three Months Ended January 31,
			Three Months Ended January 31,
			Three Months Ended January 31,
			Three Months Ended January 31,
(in millions)
(in millions)
(in millions)	2018			2017
Revenues
Revenues
Revenues
Business & Industry	$	722.1		$	655.6
Business & Industry
Business & Industry
Manufacturing & Distribution
Manufacturing & Distribution
Manufacturing & Distribution
Education
Education
Education
Aviation	256.2			231.9
Technology & Manufacturing	232.0			171.5
Aviation
Aviation
Technical Solutions
Technical Solutions
Technical Solutions

			$

			$

			$
Operating profit
Operating profit
Operating profit
Business & Industry
Business & Industry
Business & Industry
Manufacturing & Distribution
Manufacturing & Distribution
Manufacturing & Distribution
Education	206.3			67.0
Education
Education
Aviation
Aviation
Aviation
Technical Solutions	104.0			107.7
Healthcare	67.7			61.7
Government Services	—			31.4
Technical Solutions
Technical Solutions
	$	1,588.3		$	1,326.7
Operating profit (loss)
Business & Industry	$	28.5		$	27.1
Aviation	5.8			4.6
Technology & Manufacturing	16.9			12.6
Education	9.2			3.6
Technical Solutions	5.5			7.9
Healthcare	2.7			2.5
Government Services	(0.7		)	1.9
Corporate	(47.4		)	(34.6		)
Adjustment for income from unconsolidated affiliates, net, included in Aviation and Government Services	(0.6		)	(1.3		)

Corporate

Corporate
Adjustment for income from unconsolidated affiliates, included in Aviation and Technical Solutions
Adjustment for income from unconsolidated affiliates, included in Aviation and Technical Solutions
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	(0.3		)	(0.5		)
	19.5			23.8
Income from unconsolidated affiliates, net	0.5			1.4
Adjustment for tax deductions for energy efficient government buildings, included in Technical Solutions
Adjustment for tax deductions for energy efficient government buildings, included in Technical Solutions
			74.1
			74.1
			74.1
Income from unconsolidated affiliates
Income from unconsolidated affiliates
Income from unconsolidated affiliates
Interest expense	(14.3		)	(3.2		)
Income from continuing operations before income taxes	$	5.8		$	22.0
Interest expense
Interest expense
Income before income taxes
Income before income taxes
Income before income taxes

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 ~~resulting from actuarial developments of~~to self-insurance reserves, acquisition and ~~direct acquisition costs.~~integration costs, and changes in fair values of contingent consideration. Management does not review asset information by segment, therefore we do not present assets in this note.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to facilitate an understanding of the results of operations and financial condition of ~~ABM Industries Incorporated and its subsidiaries (collectively referred to as “ABM,” “we,” “us,” “our,” or the “Company”).~~ABM. This MD&A is provided as a supplement to, and should be read in conjunction with, our ~~unaudited consolidated financial statements and the accompanying notes (“~~Financial ~~Statements”)~~Statements and our Annual Report on Form 10-K for the year ended October 31, ~~2017 (“Annual Report”),~~2023, which has been filed with the ~~Securities and Exchange Commission (“SEC”).~~SEC. This MD&A contains forward-looking statements about our business, operations, and industry that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations, and intentions. Our future results and financial condition may be materially different from those we currently anticipate. See “Forward-Looking Statements” for more information.

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,~~years, which ~~ends~~end on October 31.

ABM is a leading provider of integrated facility ~~services,~~solutions, customized by industry, with a mission to make a difference, every person, every ~~day~~.day.

In ~~September 2015,~~December 2021, we announced ~~a comprehensive transformation initiative (“2020Vision”) intended~~our multiyear strategic plan called ELEVATE. The ELEVATE strategy is designed to ~~drive long-term profitable growth~~strengthen our industry leadership position through ~~an industry-based go-to-market approach. Our~~ ~~2020Vision~~ ~~involves three phases: During Phase 1, completed~~end-market repositioning and build on ~~November 1, 2016, we realigned~~ our ~~organization; in Phase 2,~~core services, which is continuing today, we are focused on improvements to our operational framework to promote efficiencies and process enhancements; and in Phase 3, on the foundation of benefits realized from Phases 1 and 2, we anticipate accelerating growth with our industry-based, go-to-market service model.

~~2020Vision~~ ~~Developments in 2018~~

~~During 2018,~~ we expect will drive significant long-term value for our stakeholders.

We will continue to ~~continue focusing on certain aspects~~make significant investments over the life of ~~our business practices~~the program, which are expected to ~~further build the foundation upon which we deliver leading industry-based facility services. We anticipate that~~total $200 - $215 million, and we will continue to ~~roll out enterprise-wide standard operating procedures~~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.

Macro-Economic Environment in Commercial Real Estate and Other

We actively monitor the economic environment and its potential impact on demand for our services and our financial condition. Largely driven by the lingering effects of the Pandemic, especially the normalization of hybrid work, the commercial real estate industry, particularly multi-tenant and owner-occupied commercial office buildings, is experiencing an increase in vacancy rates. Given that Class A and high-quality commercial office buildings are a key end market for the Company, we expect a decline in demand for janitorial services and work orders in these markets near-term. As a result, we expect our B&I industry to experience muted growth in the near-term. Longer term, we expect the vacancy rates of Class A and high-quality buildings to gradually decrease and our volume of work to stabilize.

A large M&D client has mostly completed rebidding and rebalancing 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.

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 third quarter of 2023, we performed a comprehensive actuarial review of the majority of our casualty insurance programs to evaluate changes made to claims reserves and claims payment activity for the period of November 1, 2022, through April 30, 2023 (the “~~ABMWay~~”“Actuarial Review”). The Actuarial Review was comprehensive in nature and ~~improve our account planning, labor~~was based on loss development patterns, trend assumptions, and underlying expected loss costs during the period analyzed.

The claims management ~~manager development,~~strategies and ~~safety initiatives. To achieve this, we are focusing on long term, profitable growth relating to both existing clients and targeted opportunities, and~~programs that we have ~~launched a “Tag Pricer” tool that will help us capture work orders more efficiently. In addition, we continue consolidating our procurement activities and investing~~implemented have resulted in ~~technology platforms to help drive and sustain~~ ~~2020Vision~~ ~~performance.~~

~~Developments and Trends~~

~~United States Tax Reform~~

~~The Tax Cuts and Jobs Act (the “Tax Act”), which was enacted~~improvements. Based on ~~December 22, 2017, represents~~ the ~~most significant overhaul~~results of the ~~U.S. tax code in more than 30 years. Among other provisions, the Tax Act provides~~Actuarial Review, we increased our total reserves related to prior years for a reduction of the federal corporate income tax rate from 35% to 21% and a “transition tax” to be levied on the deemed repatriation of indefinitely reinvested earnings of international subsidiaries. Since we have an October 31 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal rate of 23.3% for fiscal 2018 and 21% for subsequent fiscal years. Other provisions under the Tax Act will not be effective for us until fiscal 2019, including limitations on deductibility of interest and executive compensationknown claims as well as ~~anti-deferral provisions on Global Intangible Low-Taxed Income (“GILTI”). As a result, in 2019 we expect~~ our ~~effective tax rate to increase from the 2018 rate. The estimated impact~~estimate of the ~~Tax Act, as summarized below for~~loss amounts associated with IBNR claims by $5.3 million during the nine months ended January 31, 2024. The favorable review was primarily attributable to reduced claim frequency and severity development within the workers’ compensation program. During the three months ended January 31, ~~2018, is further described in Note 11, “Income Taxes,” in the Financial Statements.~~

~~Due~~2023, it was determined that there was no adjustment required for our total reserves related to the complexities of implementing the provisions of the Tax Act, the staff of the U.S. Securities and Exchange Commission issued Staff Accounting Bulletin 118 (“SAB 118”), which provides guidance on accounting for tax effects of the Tax Act and permits a measurement period not to exceed one year from the enactment date for companies to complete the required analyses and accounting.prior year. We will continue to analyze certain aspects of the Tax Act and refine our calculation of the impact on our deferred tax balances, which could potentially affect the measurement of these balances. The provisional amount recorded is based on our estimate of the expected reversals of certain tax assets and liabilities,assess ongoing developments, which may be revised in future quarters during the one-year measurement period as additional information becomes available. The final impact related to the one-time transition tax may differ from our current estimate due to the complexity of calculating and supporting U.S. tax attributes involved in foreign tax credit calculations, such as accumulated foreign earnings and profits, foreign tax paid, and other tax components. Changes to our estimates over the one-year measurement period could be material, due to, among other things, changes in interpretations of the Tax Act, future legislative action to address questions that arise because of the Tax Act, changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates we have utilized to calculate the provisional amounts.

~~Beginning in fiscal year 2019, provisions under GILTI could~~ result in incremental taxability of our foreign subsidiaries’ income in excess of an allowed return on certain tangible property. The Financial Accounting Standards Board has determined that filers have a policy choicefurther adjustments to account for this tax on either a period basis or a deferred tax basis. We are still evaluating the impacts of GILTI on our business model and have not yet made any accounting adjustments or policy decisions regarding this new source of incremental U.S. taxable income.

~~GCA Services Group~~

On September 1, 2017, we acquired GCA Services Group (“GCA”), a provider of integrated facility services to educational institutions and commercial facilities, for approximately $1.3 billion, consisting of $839.9 million in cash and approximately 9.4 million shares of ABM common stock with a fair value of $421.3 million at closing. Refer to Note 3, “Acquisitions,” in the Financial Statements for more information on this transaction.

~~Our consolidated statements of comprehensive income (loss) and statements of cash flows include GCA’s results of operations in the~~ ~~three months ended~~ ~~January 31, 2018, but exclude GCA’s results of operations in the three months ended January 31, 2017, as that was prior to the acquisition date. During the~~ ~~three months ended~~ ~~January 31, 2018, we recognized total incremental revenues from GCA of $251.6 million, as summarized below.~~

Three Months Ended
(in millions) January 31, 2018
Education $ 140.5
Technology & Manufacturing 58.6
Business & Industry 40.7
Healthcare 7.5
Aviation 4.3
Total $ 251.6

Following this acquisition, during 2018 we initiated a restructuring program to achieve cost synergies from our combined operations. We include these costs within corporate expenses. We do not expect to incur significant severance expenses related to GCA restructuring in the future.

Three Months Ended
(in millions) January 31, 2018
Employee Severance $ 8.8
External Support Fees 2.0
Other Project Fees 0.8
Total $ 11.7

~~Effective November 1, 2017, we reorganized our reportable segments to reflect the integration of GCA into our industry group model.~~ Our current reportable segments consist of ~~Business & Industry (“~~B~~&I”),~~&I, M&D, Education, Aviation, ~~Technology & Manufacturing (“T&M”), Education,~~and Technical Solutions, ~~and Healthcare,~~ as further described below.



REPORTABLE SEGMENTS AND DESCRIPTIONS
		B&I, our largest reportable segment, encompasses janitorial, facilities engineering, and parking services for commercial real estate properties ~~and~~(including corporate offices for high tech clients), sports and entertainment ~~venues.~~venues, and traditional hospitals and non-acute healthcare facilities. B&I also provides vehicle maintenance and other services to rental car ~~providers (“Vehicle Services Contracts”).~~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.
		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.
		T&M combines our legacy Industrial & Manufacturing business, which was previously included in our B&I segment, with our legacy High Tech industry group, which was previously reported as part of our Emerging Industries Group. T&M provides janitorial, facilities engineering, and parking services.
	Education delivers janitorial, custodial, landscaping and grounds, facilities engineering, and parking services for public school districts, private schools, colleges, and universities. This business was previously reported as part of our Emerging Industries Group.
	Technical Solutions specializes in facility infrastructure, mechanical and electrical ~~services.~~services, including EV power design, installation and maintenance, as well as microgrid systems design and installation. These services can also be leveraged for cross-selling across all of our industry groups, both domestically and internationally.
	~~Healthcare offers janitorial, facilities management, clinical engineering, food~~ 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 nutrition, laundry and linen, parking and guest services, and patient transportation services at traditional hospitals and non-acute facilities. This business was previously reported as part of our Emerging Industries Group.other specialized electric trade.

~~Prior Year Reclassifications~~

~~Effective with the reorganization of our reportable segments, we have revised our prior period segment information~~

Key Financial Highlights


Delaware		94-1369354

~~Delaware~~	~~94-1369354~~
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)


(in millions, except share and per share amounts)	January 31, 2018		October 31, 2017			(in millions, except share and per share amounts)	January 31, 2024	October 31, 2023
ASSETS
Current assets
Current assets
Current assets
Cash and cash equivalents	$	68.6	$	62.8
Trade accounts receivable, net of allowances of $15.5 and $25.5 at January 31, 2018 and October 31, 2017, respectively	1,020.0		1,038.1
Cash and cash equivalents
Cash and cash equivalents
Trade accounts receivable, net of allowances of $27.3 and $25.0 at January 31, 2024 and October 31, 2023, respectively
Costs incurred in excess of amounts billed
Prepaid expenses	97.4		101.8
Other current assets	32.1		32.8
Total current assets	1,218.1		1,235.5
Other investments	18.8		17.6
Property, plant and equipment, net of accumulated depreciation of $147.6 and $136.4 at January 31, 2018 and October 31, 2017, respectively	141.6		143.1
Other intangible assets, net of accumulated amortization of $206.1 and $189.1 at January 31, 2018 and October 31, 2017, respectively	404.3		430.1
Property, plant and equipment, net of accumulated depreciation of $337.5 and $326.5 at January 31, 2024 and October 31, 2023, respectively
Right-of-use assets
Other intangible assets, net of accumulated amortization of $453.4 and $438.3 at January 31, 2024 and October 31, 2023, respectively
Goodwill	1,871.2		1,864.2

Other noncurrent assets
Other noncurrent assets
Other noncurrent assets	143.1		122.1
Total assets	$	3,797.0	$	3,812.6
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt, net	$	7.0	$	16.9
Current liabilities
Current liabilities
Current portion of debt, net
Current portion of debt, net
Current portion of debt, net
Trade accounts payable	203.5		230.8
Accrued compensation	143.1		159.9
Accrued taxes—other than income	62.5		52.5
Accrued taxes — other than income
Deferred revenue
Insurance claims	114.1		112.5
Income taxes payable	5.0		13.4
Current portion of lease liabilities
Other accrued liabilities	164.4		171.8
Total current liabilities	699.6		757.8
Long-term debt, net	1,173.4		1,161.3
Long-term lease liabilities
Deferred income tax liability, net	32.8		57.3
Noncurrent insurance claims	387.3		382.9
Other noncurrent liabilities	63.5		61.3
Noncurrent income taxes payable	23.7		16.3
Total liabilities	2,380.2		2,436.9
Commitments and contingencies						Commitments and contingencies
Stockholders’ Equity
Preferred stock, $0.01 par value; 500,000 shares authorized; none issued	—		—
Common stock, $0.01 par value; 100,000,000 shares authorized; 65,686,394 and 65,502,568 shares issued and outstanding at January 31, 2018 and October 31, 2017, respectively	0.7		0.7
Preferred stock, $0.01 par value; 500,000 shares authorized; none issued
Preferred stock, $0.01 par value; 500,000 shares authorized; none issued
Common stock, $0.01 par value; 100,000,000 shares authorized; 63,282,989 and 62,847,387 shares issued and outstanding at January 31, 2024 and October 31, 2023, respectively
Additional paid-in capital	677.1		675.2
Accumulated other comprehensive income (loss), net of taxes	2.7		(20.3		)
Accumulated other comprehensive loss, net of taxes
Retained earnings	736.2		720.1
Total stockholders’ equity	1,416.8		1,375.7
Total liabilities and stockholders’ equity	$	3,797.0	$	3,812.6


	Three Months Ended January 31,									Three Months Ended January 31,
(in millions)							(in millions)	2024	2023
Cash flows from operating activities
Net income
Net income
Net income
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization

Deferred income taxes
	Three Months Ended January 31,
(in millions)	2018			2017
Cash flows from operating activities
Net income (loss)	$	27.8		$	(56.8	)
Loss from discontinued operations, net of taxes	0.1			72.9
Income from continuing operations	28.0			16.1
Adjustments to reconcile income from continuing operations to net cash provided by (used in) operating activities of continuing operations
Depreciation and amortization	29.0			14.0
Deferred income taxes

Deferred income taxes	(30.3		)	9.9
Share-based compensation expense	3.8			3.6
Provision for bad debt	2.6			0.4
Provision for (Recovery of) bad debt

Discount accretion on insurance claims
Discount accretion on insurance claims
Discount accretion on insurance claims	0.2			0.1
Gain on sale of assets	(0.1		)	(0.1		)
Income from unconsolidated affiliates, net	(0.5		)	(1.4		)

Income from unconsolidated affiliates
Income from unconsolidated affiliates
Income from unconsolidated affiliates
Distributions from unconsolidated affiliates	—			0.8
Changes in operating assets and liabilities, net of effects of acquisitions
Trade accounts receivable	15.7			(65.4		)
Changes in operating assets and liabilities
Trade accounts receivable and costs incurred in excess of amounts billed
Trade accounts receivable and costs incurred in excess of amounts billed
Trade accounts receivable and costs incurred in excess of amounts billed
Prepaid expenses and other current assets	1.4			(2.4		)
Right-of-use assets
Other noncurrent assets	(1.7		)	(7.5		)
Trade accounts payable and other accrued liabilities	(33.2		)	18.1
Long-term lease liabilities
Insurance claims	5.8			8.3
Income taxes payable	10.9			(11.0		)
Income taxes payable, net
Other noncurrent liabilities	2.2			6.8
Total adjustments	5.8			(25.8		)
Net cash provided by (used in) operating activities of continuing operations	33.8			(9.7		)
Net cash used in operating activities of discontinued operations	(0.1		)	(1.4		)
Net cash provided by (used in) operating activities	33.7			(11.1		)
Net cash used in operating activities
Cash flows from investing activities
Additions to property, plant and equipment	(10.6		)	(11.0		)
Additions to property, plant and equipment
Additions to property, plant and equipment
Proceeds from sale of assets	0.3			0.5
Adjustments to sale of business	(1.9		)	—
Purchase of businesses, net of cash acquired	(2.4		)	(18.6		)
Investments in unconsolidated affiliates	(0.6		)	—

Net cash used in investing activities

Net cash used in investing activities

Net cash used in investing activities	(15.3		)	(29.1		)
Cash flows from financing activities
Taxes withheld from issuance of share-based compensation awards, net	(2.0		)	(1.0		)
Repurchases of common stock	—			(7.9		)
Taxes withheld from issuance of share-based compensation awards, net
Taxes withheld from issuance of share-based compensation awards, net

Dividends paid	(11.5		)	(9.4		)
Deferred financing costs paid	(0.1		)	—
Borrowings from credit facility	304.3			207.4
Repayment of borrowings from credit facility	(303.0		)	(169.7		)
Dividends paid
Dividends paid

Borrowings from debt
Borrowings from debt
Borrowings from debt
Repayment of borrowings from debt
Changes in book cash overdrafts	(1.2		)	5.1
Financing of energy savings performance contracts	—			2.6
Repayment of capital lease obligations	(0.8		)	(0.1		)
Net cash (used in) provided by financing activities	(14.3		)	27.0
Repayment of finance lease obligations
Net cash provided by financing activities
Effect of exchange rate changes on cash and cash equivalents	1.7			0.5
Net increase (decrease) in cash and cash equivalents	5.8			(12.7		)
Change in cash related to assets held for sale	—			(0.7		)
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year	62.8			56.0
Cash and cash equivalents at end of period	$	68.6		$	42.6


Corporate
	Three Months Ended January 31,
($ in millions)	2024		2023		Increase
Corporate expenses	$	(74.7)	$	(71.5)	$	(3.2)	(4.4)%


☑
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three Months Ended January 31, 2024
(in millions)	B&I		M&D		Education		Aviation		Technical Solutions		Total

Major Service Line
Janitorial(1)	$	692.4	$	348.9	$	198.0	$	36.5	$	—	$	1,275.8
Parking(2)	103.3		13.0		0.1		82.7		—		199.1
Facility Services(3)	237.4		39.0		22.0		13.0		—		311.4
Building & Energy Solutions(4)	—		—		—		—		165.9		165.9
Airline Services(5)	—		—		—		117.4		—		117.4
Total	$	1,033.1	$	400.9	$	220.1	$	249.5	$	165.9	$	2,069.6



(in millions, except per share data)
Shares of ABM common stock, net of shares withheld for taxes	9.4
ABM common stock closing market price at acquisition date	$	44.63
Fair value of ABM common stock at closing	421.3
Cash consideration	839.9
Total consideration transferred	$	1,261.3



	As reported at						As reported at
(in millions)	October 31, 2017			Adjustments			January 31, 2018
Cash and cash equivalents	$	2.5		$	(2.4	)	$	0.1
Trade accounts receivable⁽¹⁾	118.1						118.1
Prepaid expenses and other current assets	10.3						10.3
Property, plant and equipment	41.4						41.4
Customer relationships⁽²⁾	340.0			(10.0		)	330.0
Trade name⁽²⁾	9.0						9.0
Goodwill⁽³⁾	933.9			0.4			934.3
Other assets	4.2						4.2
Trade accounts payable	(9.1		)				(9.1		)
Insurance reserves	(35.5		)				(35.5		)
Income taxes payable	(16.5		)	8.2			(8.3		)
Accrued liabilities	(36.5		)	4.9			(31.6		)
Deferred income tax liability, net	(92.6		)	(1.0		)	(93.6		)
Other liabilities	(8.1		)				(8.1		)
Net assets acquired	$	1,261.3		$	—		$	1,261.3



	Three Months Ended
(in millions)	January 31, 2017
Pro forma revenue	$	1,578.9
Pro forma income from continuing operations	14.5



(in millions)	Balance, October 31, 2017		Costs Recognized⁽¹⁾		Payments			Non-Cash Items		Balance, January 31, 2018
Employee severance	$	2.7	$	8.7	$	(3.3	)	$	—	$	8.1
External support fees	2.5		4.0		(2.5		)	—		4.0
Lease exit	2.8		0.5		(0.3		)	0.2		3.2
Other project fees	0.4		1.0		(0.6		)	—		0.8
Total	$	8.4	$	14.3	$	(6.7	)	$	0.2	$	16.1



Exhibit No.		Exhibit Description
~~10.1*‡~~3.1		~~Executive Employment Agreement, dated as~~Amended and Restated Certificate of ~~November 1, 2017, by and between~~Incorporation of ABM Industries Incorporated, ~~and Scott Giacobbe.~~dated March 26, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on March 27, 2020)
~~10.2*‡~~3.2		~~Change in Control Agreement, dated as of November 1, 2017, by~~Amended and ~~between~~Restated Bylaws of ABM Industries Incorporated, ~~and Scott Giacobbe.~~effective June 13, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 15, 2023)
~~10.3*‡~~31.1†		~~Executive Employment Agreement, dated as of January 1, 2018, by and between ABM Industries Incorporated and Rene Jacobsen.~~
~~10.4*‡~~	~~Change in Control Agreement, dated as of January 1, 2018, by and between ABM Industries Incorporated and Rene Jacobsen.~~
~~31.1‡~~	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
~~31.2‡~~31.2†		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
~~32†~~32‡		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
~~101.INS~~101.INS†		Inline XBRL ~~Report~~ 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~~101.SCH†		Inline XBRL Taxonomy Extension Schema Document
~~101.CAL~~101.CAL†		Inline XBRL Taxonomy Calculation Linkbase Document
~~101.DEF~~101.DEF†		Inline XBRL Taxonomy Extension Definition Linkbase Document
~~101.LAB~~101.LAB†		Inline XBRL Taxonomy Label Linkbase Document
~~101.PRE~~101.PRE†		Inline XBRL Presentation 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 ~~filed herewith~~furnished herewith.

†			~~Indicates furnished herewith~~


March 7, 2024		/s/ Earl R. Ellis

	~~ABM Industries Incorporated~~



~~March 7, 2018~~		~~/s/ D. Anthony Scaglione~~
		~~D. Anthony Scaglione~~ Earl R. Ellis Executive Vice President and Chief Financial Officer (Duly Authorized Officer)



March 7, ~~2018~~2024	/s/ Dean A. Chin
		Dean A. Chin Senior Vice President, Chief Accounting Officer, ~~and~~ Corporate Controller and Treasurer (Principal Accounting Officer)