Annual Report
2025
Dear Stockholders,
Fiscal 2025 was a standout year for ABM. We delivered record revenue and record new
sales bookings, even as our clients operated in a challenging and uncertain
macroeconomic environment. These results reflect strong execution across our
portfolio, continued demand for essential services, and the ability of our teams to help
customers operate safely, efficiently, and reliably in dynamic conditions.
Throughout the year, we remained focused on running the business, serving our clients,
and investing for the future. While economic conditions varied by market and sector, our
diversified model, scale, and technical capabilities allowed us to capture opportunities
where innovation and reliability matter most. As a result, we strengthened our
competitive position overall and exited the year with momentum across our businesses.
Segment Performance and Market Positioning
In Business & Industry, market conditions stabilized meaningfully after a few years of
volatility in commercial real estate. While office utilization patterns continue to evolve,
we are seeing improved consistency in Class A properties and better-performing
submarkets. Our focus on high-quality assets, geographic diversification, and service line
breadth, combined with strong performance in sports & entertainment, healthcare, and
international markets, continues to differentiate ABM and position the business for
steady growth.
Manufacturing & Distribution benefited from improving industrial activity and strong
demand in targeted end markets, particularly e-commerce, technology, and advanced
manufacturing, especially semiconductors. Our ability to deliver integrated, scalable
solutions across large, complex facilities gives us a competitive advantage with
sophisticated clients who value operational continuity and execution certainty.
Technical Solutions was an important contributor to our results in 2025, driven by
robust demand for energy resiliency, microgrids, and mission-critical infrastructure. The
secular drivers behind this business, namely aging grid infrastructure, electrification, data
center expansion, and sustainability requirements, remain firmly intact. Our RavenVolt
platform continues to perform exceptionally well, executing complex projects and
expanding our capabilities in high-growth markets.
In Aviation, passenger volumes remained strong, and airports continued to invest in
operational efficiency and passenger experience. We strengthened our position as a
trusted partner at major U.S. airports, including LaGuardia, Orlando and Miami,
supported by our scale, operational expertise, and through our differentiated
technology platform, ABM Connect for Aviation. These capabilities allow us to deliver
smarter, more efficient solutions at some of the busiest transportation hubs in the world.
Education continued to provide a stable foundation of earnings and cash flow. Our
focus on larger school districts, colleges, and universities, combined with disciplined cost
management and strong retention, enabled us to deliver consistent results while
supporting institutions that are investing selectively in their facilities and infrastructure.
Executing on Our Transformation
In 2025, we made important progress advancing our transformation initiatives. Our
teams responded promptly and decisively as the early stages of our enterprise resource
planning implementation created operational friction and working capital pressure.
Execution improved meaningfully as the year progressed, and we delivered strong cash
flow in the back half of the year, reflecting better billing, collections, and process
stability. The investments we’re making across the enterprise are strengthening our
operating foundation and positioning ABM for improved efficiency, scalability, and
business insight over the long term.
We also continued to invest in AI and technology to enhance both internal processes and
client-facing solutions. From automating and improving RFP responses, to enhancing
workforce tools and exploring agentic AI applications, these investments are designed to
drive productivity, differentiation, and long-term value creation.
During the year, we repurchased approximately $130 million of ABM stock, reducing our
share count and enhancing earnings power consistent with our disciplined and
thoughtful approach to capital allocation. We also raised our annual dividend for the 58th
consecutive year, extending our record as a “Dividend King.” After year-end, we
announced an agreement to acquire WGNSTAR, which will further expand our technical
capabilities in semiconductor manufacturing. Building on the success of RavenVolt, we
expect this acquisition will strengthen our position in a market with powerful long-term
growth dynamics and that it aligns squarely with our strategy to invest in high-value,
mission-critical services.
Investing in Our People
Our performance in 2025 was made possible by the strength of our leadership and the
dedication of our talent across the organization. During the year, we promoted David Orr
to Chief Financial Officer, reflecting the deep bench we have developed internally.
David’s extensive experience, discipline, and understanding of our business will be
invaluable as we continue to execute our strategy.
We are also proud of the achievements of Melanie Kirkwood Ruiz, our Chief Information
Officer, whose leadership in technology, innovation and transformation, was recognized
by Forbes during the year. Her work exemplifies how we are modernizing ABM and
building the capabilities required to lead in an increasingly digital and data-driven
environment. Across the company, we continue to invest in developing talent,
promoting from within, and building a culture that supports long-term success.
Looking Ahead
As we look to the future, we are excited about the opportunities in front of us. We have
secured important new wins, including a major passenger services contract at a leading
global gateway airport and high-profile commercial projects such as the new global
headquarters of one of the world’s largest financial services firms, located in New York
City. These wins reflect the confidence clients place in ABM to deliver complex, large-
scale solutions.
More broadly, the commercial real estate market is more stable than it has been in
several years, and long-term secular growth drivers are increasingly aligned with our
strengths. Energy resiliency and microgrids, data center proliferation, and U.S.
semiconductor manufacturing are all areas where we have built strong positions and
continue to invest. These dynamics give us confidence in our ability to deliver sustainable
growth and shareholder value over time.
In closing, I want to thank our team members for their commitment and professionalism,
our clients for their trust, and our stockholders for their continued support. We are proud
of what we accomplished in 2025, and we look forward to all that is ahead.
Sincerely,
Scott Salmirs
President and Chief Executive Officer
ABM Industries Incorporated
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2025
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to
Commission File Number: 1-8929
ABM INDUSTRIES INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
94-1369354
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
__________________________
One Liberty Plaza, 7 Floor
New York, New York 10006
(Address of principal executive offices)
(212) 297-0200
(Registrant’s telephone number, including area code)
__________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.01 par value
ABM
New York Stock Exchange
__________________________
Securities registered pursuant to Section 12(g) of the Act: None
th
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth
company”
in
Rule
12b-2
of
the
Exchange
Act.
Large accelerated filer
Accelerated
filer
Non-accelerated filer
Smaller reporting
company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm
that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrants executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
Aggregate market value of the registrant’s common stock held by non-affiliates of the registrant, based upon the closing price of a share of the
registrant’s common stock on April 30, 2025, as reported on the New York Stock Exchange on that date: $2,989,420,395
Number of shares of the registrant’s common stock outstanding as of December 18, 2025: 60,177,625
_______________________________________________
DOCUMENTS INCORPORATED BY REFERENCE
Certain parts of the registrant’s Definitive Proxy Statement relating to the registrant’s 2026 Annual Meeting of Stockholders are incorporated by
reference
into
Part
III
of
this
Annual
Report
on
Form
10-K.
ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
1
PART I
2
Item 1. Business.
2
Item 1A. Risk Factors.
10
Item 1B. Unresolved Staff Comments.
17
Item 1C. Cybersecurity
18
Item 2. Properties.
19
Item 3. Legal Proceedings.
20
Item 4. Mine Safety Disclosures.
20
PART II
21
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
21
Item 6. [Reserved].
23
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
23
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
40
Item 8. Financial Statements and Supplementary Data.
41
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
92
Item 9A. Controls and Procedures.
92
Item 9B. Other Information.
93
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
93
PART III
94
Item 10. Directors, Executive Officers, and Corporate Governance.
94
Item 11. Executive Compensation.
94
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
94
Item 13. Certain Relationships and Related Transactions, and Director Independence.
94
Item 14. Principal Accounting Fees and Services.
94
PART IV
95
Item 15. Exhibits, Financial Statement Schedules.
97
SIGNATURES
102
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K for ABM Industries Incorporated and its subsidiaries (collectively referred to as “ABM,” “we,” “us,” “our,” or
the “Company”) contains both historical and forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995,
that involve risks and uncertainties. We make forward-looking statements related to future expectations, estimates, and projections that are
uncertain and often contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “outlook,” “plan,”
“predict,” “should,” “target,” or other similar words or phrases. These statements are not guarantees of future performance and are subject to known
and unknown risks, uncertainties, and assumptions that are difficult to predict. Factors that might cause such differences include, but are not limited
to, those discussed in Part 1 of this Form 10-K under Item 1A., “Risk Factors,” and we urge readers to consider these risks and uncertainties in
evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak
only as of the date made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by law.
1
PART I
ITEM 1. BUSINESS.
General
ABM Industries Incorporated, which operates through its subsidiaries (collectively referred to as “ABM,” “we,” “us,” “our,” or the “Company”),
is a leading provider of facility maintenance, engineering and infrastructure solutions with a mission to make a difference, every person, every
day. Our history dates back to 1909, when American Building Maintenance Company began as a window washing company in San Francisco with
one employee. In 1985, we were incorporated in Delaware under the name American Building Maintenance Industries, Inc., as the successor to the
business originally founded in 1909. In 1994, we changed our name to ABM Industries Incorporated. Since that time, we have grown into a multi-
segment facility solutions company, primarily through strategic acquisitions and new service offerings, increasing our revenue to more than $8.5
billion.
The acquisitions of OneSource and Linc Group in the early 2000s established ABM as a leader in the commercial janitorial market and also
enhanced our ability to be a full-service facility solutions provider with new service offerings, including lighting, mechanical, and electrical “technical
solutions.” With demand increasing for industry-specific service providers, the acquisition of Air Serv established “Aviation” as our first industry
group. In recent years, we have strategically acquired companies in the United Kingdom (“UK”) and the Republic of Ireland (“Ireland”), which
expanded our janitorial and technical solutions businesses overseas.
In 2015, we began a comprehensive transformational initiative (“2020 Vision”) to drive long-term, profitable growth through an industry-
based, go-to-market approach. Through this initiative, we centralized key functional areas and industry groups, strengthened our sales capabilities,
and initiated investments in service delivery tools and processes to help support standard operating practices that we believe remain foundational to
our long-term success.
As part of the transformation initiative, we also evaluated all of our service offerings and sold our Security and Government Services
businesses, which did not align with our long-term focus on specialized industry groups.
2
In 2017, we acquired GCA Services Group (“GCA”), a provider of integrated facility services to educational institutions and commercial
facilities representing the largest acquisition in ABM history. The acquisition accelerated the Company’s position as a leading facility solutions
provider in the education market.
In 2021, we acquired Crown Building Maintenance Co. and Crown Energy Services, Inc. (collectively, “Able”), a leading facilities services
company headquartered in San Francisco, California, with the goal to provide additional scaling to the Company’s core businesses and key
geographies and to bolster ABM’s janitorial and facilities services service lines. In addition, the acquisition of Able further expanded ABM’s
sustainability and energy efficiency offerings amid growing demand for environmentally responsible solutions.
In 2022, we acquired RavenVolt, Inc. (“RavenVolt”), a leading nationwide provider of advanced turn-key microgrid systems utilized by
diversified commercial and industrial customers, national retailers, utilities, and municipalities. A complementary extension of ABM’s Technical
Solutions service offerings, the addition of RavenVolt enhanced ABM’s position as a market leader in electric vehicle (“EV”) charging infrastructure,
power, and bundled energy solutions.
In 2022, we acquired Momentum Support (“Momentum”), a leading independent provider of facility services, primarily janitorial, across
Ireland and Northern Ireland. The addition of Momentum provided greater access to Momentum’s blue-chip customer base as well as an
opportunity to cross sell ABM services to existing U.S.- and UK-based clients who also have an operational footprint in Ireland and Northern Ireland.
In 2024, we acquired Quality Uptime Services, Inc. (“Quality Uptime”), an independent uninterrupted power supply system (“UPS”)
maintenance company providing customized preventive and emergency service programs for mission-critical data centers and other facilities across
the United States. With the addition of Quality Uptime, we now offer comprehensive and complementary critical infrastructure solutions for data
centers and similar crucial facilities, including electrical testing, electrical switchgear maintenance, breaker testing, UPS service and maintenance,
and battery and power distribution unit service and maintenance.
In 2025, we acquired LMC FM Limited (“LMC”), a Dublin-based facilities services company with coverage across Ireland.
The acquisitions and divestitures we have made since 2015 largely reflect strategies first introduced in our 2020 Vision initiative and
strategies included in our follow-on strategic modernization plan called ELEVATE, which was introduced in 2021 and is described below.
As a result of these strategic initiatives and investments, we have strengthened our ability to offer janitorial, engineering, parking and
eMobility, infrastructure, electrical, lighting and energy solutions, HVAC and mechanical services, landscaping and turf services, and mission critical
solutions across aviation, education, manufacturing and distribution, and commercial business industries, on a standalone basis or in combination,
and have positioned ourselves as a leading integrated facilities management company.
Unless otherwise indicated, all references to years are to our fiscal year, which ends on October 31.
Strategic Transformation and Systems Modernization Plan
In 2021, ABM launched its multiyear ELEVATE transformation and systems modernization plan to strengthen our industry leadership,
enhance our core service capabilities, and modernize ABM’s systems, processes, and tools — with a goal of advancing data integrity, technology
enablement, and operational consistency to support long-term growth and value creation.
As this work progresses, ABM is entering a phase of turning modernization efforts into measurable performance improvements across our
enterprise.
Looking ahead, ABM will continue to advance this transformation and modernization program where appropriate while optimizing systems
and processes company-wide that we expect to drive performance, strengthen client trust, and create long-term value for shareholders.
3
Contract Types
We generate revenues under several types of contracts, as explained below. Generally, the type of contract is determined by the nature of
the services. Although many of our service agreements are cancelable on short notice, we have historically had a high rate of client retention and
expect to continue maintaining long-term relationships with our clients. See Note 2, “Basis of Presentation and Significant Accounting Policies,” in
the Notes to consolidated financial statements for additional information regarding the contract types that are most common in each of our service
lines.
Contract Type
Description
Monthly Fixed-Price
These arrangements are contracts in which the client agrees to pay a fixed fee every month over a
specified contract term.
Square-Foot
Square-foot arrangements are contracts in which the client agrees to pay a fixed fee every month based on
the actual square footage serviced over a specified contract term.
Cost-Plus
These arrangements are contracts in which the clients reimburse us for the agreed-upon amount of wages
and benefits, payroll taxes, insurance charges, and other expenses associated with the contracted work,
plus a profit margin.
Work Orders
Work orders generally consist of supplemental services requested by clients outside of the standard
service specification and include cleanup after tenant moves, construction cleanup, flood cleanup, snow
removal, and high touchpoint disinfecting services.
Transaction-Price
These are arrangements in which customers are billed a fixed price for each transaction performed on a
monthly basis (e.g., wheelchair passengers served or airplane cabins cleaned).
Hourly
In hourly arrangements, the client is billed a fixed hourly rate for each labor hour provided.
Management Reimbursement Under these parking arrangements, we manage a parking facility for a management fee and pass through
the revenue and expenses associated with the facility to the owner.
Leased Location
Under these parking arrangements, we pay a fixed amount of rent plus a percentage of revenues derived
from monthly and transient parkers to the property owner. We retain all revenues received and are
responsible for most operating expenses incurred.
Allowance
Under these parking arrangements, we are paid a fixed amount or hourly fee to provide parking services,
and we are responsible for certain operating expenses, as specified in the contract.
Energy Savings Contracts and
Fixed-Price Repair and
Refurbishment
Under these arrangements, we agree to develop, design, engineer, and construct various types of energy
saving projects. Additionally, as part of infrastructure solutions arrangements, we guarantee the project will
satisfy agreed-upon performance standards. The client agrees to pay us based on a predetermined
contractual milestone schedule.
Franchise
We franchise certain engineering services through individual and area franchises under the Linc Service
and TEGG brands, which are part of ABM Technical Solutions.
Microgrid and Uninterrupted
Power Supply Systems
Installation
Under these arrangements, we provide electrical contracting services for energy-related products such as
design, installation and maintenance of distributed generation equipment, UPS systems, power distribution
units, and other specialized electric trades. The client agrees to pay us based on a predetermined
contractual milestone schedule.
4
Segment and Geographic Financial Information
Our current reportable segments consist of Business & Industry (“B&I”), Manufacturing & Distribution (“M&D”), Education, Aviation, and
Technical Solutions. For segment and geographic financial information, see Note 18, “Segment and Geographic Information,” in the Notes to
consolidated
financial
statements.
REPORTABLE SEGMENTS AND DESCRIPTIONS
B&I, our largest reportable segment, encompasses comprehensive facility solutions,
including janitorial and maintenance, facilities engineering, and parking and transportation
management to a diverse range of clients. Our expertise extends to commercial real estate
properties, including corporate offices for high-tech clients, sports and entertainment
venues, and both traditional hospitals and non-acute healthcare facilities. 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 maintenance, and
other specialized solutions to a variety of manufacturing, distribution, and data center
facilities. We typically provide these services pursuant to monthly fixed-price, square-foot,
and cost-plus, that are obtained through a competitive bid process as well as pursuant to
work orders. One client accounted for approximately 32% of revenues for this segment in
2025.
Aviation provides comprehensive support services to airlines and airports, including
parking and transportation management, janitorial and maintenance services, passenger
assistance, catering logistics, aircraft cabin maintenance, and transportation solutions. We
typically provide services to clients in this segment under master services agreements.
These agreements are typically re-bid upon renewal and are generally structured as
monthly fixed-price, square-foot, cost-plus, parking, transaction-price, and hourly
arrangements. Two clients accounted for approximately 27% of revenues for this segment
in 2025.
Education delivers comprehensive facility services to public school districts, private
schools, colleges, and universities. Our services include janitorial and custodial services,
landscaping and grounds maintenance, facilities engineering, and parking management.
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.
Technical Solutions specializes in comprehensive facility infrastructure services, including
mechanical and electrical systems, as well as design, installation, and maintenance of
microgrid systems encompassing UPS systems, power distribution units and EV charging
stations. These offerings are strategically leveraged for cross-selling across all our industry
groups, both domestically and internationally. Contracts for this segment are generally
structured as electrical contracting services for energy related products. One client
accounted for approximately 30% of revenues for this segment in 2025.
5
Service Marks, Trademarks, and Trade Names
We hold various service marks, trademarks, and/or trade names, such as “ABM,” “ABM Building Value,” “ABM GreenCare,” “ABM
EnhancedClean,” “ABM EnhancedFacility,” “Linc Service,” “TEGG,” “ABM Connect,” “ABMVantage,” “RavenVolt,” and “Driving Possibility, Together,”
which we deem important to our marketing activities, to our business, and, in some cases, to the franchising activities conducted by our Technical
Solutions segment.
Dependence on Significant Client
No single client accounted for more than 10% of our consolidated revenues during 2025, 2024, or 2023.
Competition
We believe that each aspect of our business is highly competitive and that such competition is based primarily on price, quality of service,
efficiency, and productivity enhancements, adapting to changing workplace conditions, and ability to anticipate and respond to industry changes. A
majority of our revenue is derived from projects requiring competitive bids; however, an invitation to bid is often conditioned upon prior experience,
industry expertise, and financial strength. The low cost of entry in the facility services business results in a very competitive market. We mainly
compete with regional and local owner-operated companies that may have more acute vision into local markets and significantly lower labor and
overhead costs, providing them with competitive advantages in those regards. We also compete indirectly with companies that can perform for
themselves one or more of the services we provide.
Sales and Marketing
Our sales and marketing activities include digital engagement and direct interactions with prospective and existing clients, pricing, proposal
management, and customer relationship management by dedicated business development teams, operations personnel, and management. These
activities are executed by branch and regional sales, marketing, and operations teams assigned to our industry groups and are supported by
centralized sales support teams, inside sales teams, and marketing personnel. The sales and marketing teams acquire, nurture, and manage leads
through the sales buying process, as well as train personnel on product offerings, sales tools, and proposal systems, all governed by standard
operating procedures.
Regulatory Environment
Our operations are subject to various federal, state, and/or local laws, rules, and regulations regulating among other things, labor, wages,
and health and safety matters, as well as laws and regulations relating to the discharge of materials into the environment or otherwise relating to the
protection of the environment. Historically, the cost of complying with these laws, rules, and regulations has not had a material adverse effect on our
financial position, results of operations, or cash flows.
Corporate Responsibility Strategy and Oversight
Corporate responsibility is central to how we operate and deliver for our stakeholders. With more than 110 years of experience, ABM
integrates responsible and community-minded business practices across its operations to create long-term value for shareholders, employees,
clients, and the communities we serve. Our mission to make a difference, every person, every day — and our values of respect, excellence,
integrity, innovation, trust, and collaboration guide our actions.
Our corporate responsibility strategy is built around three core pillars: environmental stewardship, our workforce, and responsible business
practices.
•
Environmental stewardship focuses on integrating technologies and practices that reduce environmental impact for us and our clients,
improve energy efficiency, and promote responsible use of resources.
•
Our workforce emphasizes a people-centered culture that values, develops, and empowers employees while fostering inclusion, safety, and
community engagement through programs such as ABM Cares.
•
Responsible business practices ensure operations are conducted ethically and transparently through strong governance, compliance, and
supply chain integrity.
Our Board of Directors and its committees oversee corporate responsibility-related risks and priorities. The Board’s Governance Committee
is responsible for oversight of the Company’s corporate governance and overall corporate-responsibility framework. The Board’s Stakeholder and
Enterprise Risk Committee is responsible for oversight of the Company’s programs, policies, and practices related to environmental, social, and
stakeholder matters that may impact the
6
Company’s business and key stakeholders, as well as of the Company’s execution of its enterprise risk management program.
ABM’s cross-functional teams, including representatives from sustainability, human resources, legal, procurement, operations, and
communications, are responsible for advancing the Company’s Corporate Responsibility initiative across the enterprise. These teams regularly
present to the Board of Directors’ Stakeholder and Enterprise Risk Committee. In 2024, we established a management-level Sustainability
Committee to integrate sustainability capabilities across business functions and client offerings and to support innovation and measurable impact.
Since 2011, ABM has voluntarily published an annual Corporate Responsibility Report, aligned with GRI, SASB, and IFRS Sustainability
Disclosure Standards, to communicate our performance, progress, and goals.
Additional information is available in the Human Capital section of this report and on the Company’s website under Corporate
Responsibility.
Human Capital
Given that ABM is a widely distributed solutions and service-oriented business, our employees are the driving force behind our success,
and we believe our ability to attract, develop, and retain our employees at all levels of our organization has a direct impact on client satisfaction and
our ability to grow the Company. To succeed in a competitive labor market, we have developed key recruitment and retention strategies, objectives,
and measures that we focus on as part of the overall management of our business. These strategies, objectives, and measures form the pillars of
our human capital management framework and are advanced through the programs, policies, and initiatives described below.
Direct labor costs represented 68% of our total revenue for 2025. As of October 31, 2025, we employed approximately 113,000 employees,
of whom approximately 51,000, or 45%, were subject to various local collective bargaining agreements. As of October 31, 2025, our frontline
employees represented 92% of our total workforce, while staff and management employees represented the other 8%.
Our human capital strategy is guided by our values and advanced by our employees. We prioritize doing business in a responsible way and
enabling our employees’ and clients’ success. The execution of our human capital strategy is overseen at the highest levels of our organization,
from our Board of Directors, our Board of Directors’ Stakeholder and Enterprise Risk Committee, and across our senior management.
Business ethics
Our Code of Business Conduct drives the application of our core values of respect, integrity, collaboration, innovation, trust, and excellence
throughout our operations. Our Code of Business Conduct serves as a critical tool to help all ABM employees to recognize and report unethical
conduct, while preserving and nurturing our culture of honesty and accountability. We provide comprehensive annual training and certification
programs on our Code of Business Conduct for our Board of Directors and all of our staff and management employees.
Human resources, hiring, and training
With a team of approximately 113,000 employees across the United States, UK, Ireland, and other locations, we continue to enhance our
hiring, training, and development practices to support an engaged workforce. We utilize regional recruitment strategies, applicant-tracking
technology, and analytics tools to improve efficiency and consistency in our human capital processes, with particular focus on attracting, retaining,
and developing our frontline employees, who represent the majority of our workforce.
We continue to invest in employee growth and leadership development programs such as our Frontline Leader Essentials Program and
Leadership Foundations, which build supervisory and management skills across our frontline workforce. For middle- and senior-level leaders, our
Leadership Academy focuses on strengthening operational and leadership capabilities across the enterprise.
Our online training platform, ABM University, provides employees access to a wide range of on-demand courses and development
resources. Frontline employees also receive role-specific, on-the-job training to ensure safe, efficient, and high-quality service delivery for our
clients.
7
Compensation and employee benefits
We offer competitive wages and salaries in our served markets, and full-time employees have access to an array of health and wellness
benefits, including medical, dental, vision, disability, basic and voluntary life and AD&D insurance, 401K employee savings and an employee stock
purchase plan, a 24/7 employee assistance program, healthcare flexible spending accounts, telemedicine options, legal support, as well as
commuter, fitness, and other discount programs.
Labor relations
With approximately 51,000 union-represented employees, we are party to more than 300 collective bargaining agreements nationwide, with
more than 20 major labor unions. Our collective bargaining agreements include regional multiemployer agreements covering thousands of
employees, as well as localized site agreements covering smaller groups. We strive to engage with our labor partners in an atmosphere of mutual
respect and seek to resolve disputes in a fair and equitable manner.
Safe working environment
ABM’s commitment to its employees is evidenced in its approach to risk management and safety. The Company’s programs are designed to
meet or exceed compliance standards of the Occupational Safety and Health Administration and other regulatory bodies and to protect the health
and welfare of our employees and our clients. A cornerstone of ABM’s comprehensive risk management and safety program is safety awareness to
confirm our employees are:
•
educated on how to complete tasks safely;
•
trained in hazard identification;
•
made aware of emergency response procedures to immediately address challenges; and
•
proficient in reporting accidents, utilizing applicable procedures to confirm appropriate loss mitigation techniques are implemented should a
loss occur.
Our “Think Safe, Act Safe, Be Safe” approach to safety includes establishing a safety mindset from day one of employment. This safety
culture is continuously reinforced through daily moments for safety messaging, relevant monthly training topics, and unique programs and materials
created for our employees.
One of the cornerstones of our “Think Safe, Act Safe, Be Safe” program is designed to help leaders identify workplace hazards and
implement changes to prevent accident or injury. In our frontline leader training, participants are guided in creating a culture of safety and provided
guidance on practices to support our employees receiving the right care at the right time to expedite their recovery.
Culture
With a widely distributed workforce serving over 20,000 clients across multiple nations and geographic regions, ABM’s culture — and the
employee experience it enables — remains critical to attracting, retaining, and engaging top talent. The Company continues to strengthen a culture
of inclusion and belonging for all employees, where individuals from all backgrounds are empowered to contribute fully, develop their capabilities,
and advance their careers. We believe our enterprise-wide focus on our culture enhances engagement, safety, and innovation — key drivers of
operational excellence and long-term value creation.
Guided by our mission and values, ABM’s inclusion strategy is activated through its Culture & Inclusion Council, as well as Impact Groups,
which are accessible to all employees, with executive sponsorship from ABM’s President, Chief Executive Officer, and Chief Human Resources
Officer.
Beyond our internal workforce, our culture of care extends to the communities we serve. Through the ABM Cares program, employees
participate in volunteer initiatives, local partnerships, and charitable giving that strengthen community ties and reflect the Company’s mission of
“making a difference every person, every day.” The recently launched ABM Team Member Relief Fund further demonstrates this commitment by
providing financial support to employees facing unexpected personal or natural disaster-related hardships.
Additionally, ABM is an Equal Opportunity and Affirmative Action employer in compliance with the requirements of Executive Order 11246,
the Rehabilitation Act of 1973, and the Vietnam Era Veterans’ Readjustment Assistance Act.
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Available Information
Our corporate website is www.abm.com. The content on any website referred to in this filing does not constitute, and should not be viewed
as, a part of this Annual Report, and our website is not incorporated into this or any of our other filings with the Securities and Exchange
Commission (“SEC”). We make available, free of charge through our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, proxy statements, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC.
Additionally, the SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC.
Executive Officers of Registrant
Executive Officers on December 19, 2025
Name
Age
Principal Occupations and Business Experience
Scott Salmirs
63
President and Chief Executive Officer of ABM since March 2015; Executive Vice President of
ABM from September 2014 to March 2015, with global responsibility for ABM’s Aviation
division and all international activities; Executive Vice President of ABM’s Onsite Services
division focused on the Northeast from 2003 to September 2014; Member of the Board of
Directors of ABM since January 2015.
David M. Orr
51
Executive Vice President and Chief Financial Officer since June 10, 2025; Senior Vice
President, Financial Planning and Analysis from November 2015 to June 2025; Vice
President, Strategic Solutions, from October 2008 to November 2015; Vice President, Finance
& Administration, from July 2005 to October 2008.
Rene Jacobsen
64
Executive Vice President and Chief Operating Officer of ABM since November 2020;
Executive Vice President and Chief Facilities Services Officer of ABM from October 2019 to
November 2020; President of ABM’s Business & Industry Group from February 2016 to
October 2019; Executive Vice President of ABM’s West Region from April 2012 to February
2016; Executive Vice President and Chief Operating Officer of Temco Service Industries from
November 2007 to April 2012.
Sean M. Mahoney
59
Executive Vice President and President, Sales and Marketing of ABM since November 2020;
Senior Vice President, Sales of ABM from August 2017 to October 2020; Vice President,
Sales of Honeywell from July 2015 to July 2017.
Miranda R. Tolar
50
Executive Vice President and General Counsel of ABM since January 1, 2025; Senior Vice
President and Deputy General Counsel, from March 2011 to December 2024; Partner at
Locke Lord LLP, from October 2009 to March 2011.
Raúl Valentín
62
Executive Vice President and Chief Human Resources Officer of ABM since September 2021;
Senior Vice President, Human Resources of ABM from February 2019 to August 2021; Senior
Vice President, Human Resources of Coty Inc. from 2016 to 2018; Vice President, Human
Resources of Comcast Strategic & Business Development from 2015 to 2016; Vice President,
Talent Acquisition of Comcast from 2011 to 2015.
Dean A. Chin
57
Treasurer of ABM since May 2021; Senior Vice President, Chief Accounting Officer, and
Corporate Controller of ABM since June 2010; Interim Chief Financial Officer of ABM from July
2020 to November 2020; Vice President and Assistant Controller of ABM from June 2008 to
June 2010.
9
ITEM 1A. RISK FACTORS.
The following risks, some of which have occurred and any of which may occur in the future, could materially and adversely affect our
business, financial condition, cash flows, results of operations, and/or the trading price of our common stock. The risks described below identify the
material risks we face; however, our business could also be affected by factors that are not presently known to us or that we currently consider to be
immaterial. You should carefully consider the risks described below in addition to the other information set forth in this Annual Report on Form 10-K,
including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) and the consolidated financial
statements and accompanying notes (the “Financial Statements”).
Risks Relating to Our Strategy and Operations
Our success depends on our ability to gain profitable business despite competitive market pressures.
Each market we provide services for is highly competitive and such competition is based primarily on price, quality of service, reputation,
and ability to anticipate and respond to industry changes. A majority of our revenue is derived from services that require competitive bids from
multiple suppliers. The low barrier of entry in the facility services business results in a very competitive market. We compete mainly with regional
and local owner-operated companies that may have more insight into local market dynamics and significantly lower operating costs, which could
provide them with a competitive advantage in those regards. We also compete indirectly with companies that can perform for themselves one or
more of the services we provide. Further, if we are unable to respond adequately to market shifts and changing technology, we may lose existing
clients and fail to win future business opportunities. A failure to respond effectively to competitive pressures or failure in our ability to increase prices
as costs rise could reduce margins and materially adversely affect our financial performance.
Our results of operations can be adversely affected by labor shortages, turnover, and labor cost increases.
We employ approximately 113,000 persons, and our operations depend on the services of a large and diverse workforce. We must attract,
train, and retain a large and growing number of qualified employees while controlling related labor costs. Our ability to control labor and benefit
costs is subject to numerous internal and external factors, including changes in the unemployment rate, changes in immigration policy, regulatory
changes, prevailing wage rates, and competition we face from other companies for similarly skilled employees. Meaningful labor shortages,
inflationary pressures on wages, and/or increased turnover rates within our employee base could lead to increased costs, such as increased
overtime incurred and/or increased usage of temporary labor to meet the demands of our customers, as well as increased wage rates to attract and
retain employees. Further, many of our contracts provide that our clients pay certain costs at specified rates, such as insurance, healthcare costs,
salary and salary-related expenses, and other costs. If actual costs exceed the rates specified in the contracts, our profitability may be negatively
impacted. There is no assurance that in the future we will be able to attract or retain qualified employees or effectively manage labor and benefit
costs, which could have a material adverse effect on our business, financial condition, and results of operations.
We may not be able to attract and retain qualified personnel and senior management we need to support our business.
Our future performance depends on the continuing efforts and contributions of our senior management and on our continued ability to
attract and retain qualified personnel. Unplanned turnover in senior management or inability to attract and retain qualified personnel could have a
negative effect on our results of operations. In addition, activities related to identifying, recruiting, hiring, and integrating qualified management
employees may require significant time and expense. We may not be able to locate suitable replacements for any key employees who leave, or
offer employment to potential replacements on reasonable terms, each of which may adversely affect our business and financial results.
Investments in and changes to our businesses, operating structure, or personnel relating to our strategic initiatives, including the
implementation of strategic transformations, enhanced business processes, and technology initiatives, may not have the desired effects
on our financial condition and results of operations.
We have made significant investments and expect to make additional investments in various initiatives intended to drive long-term profitable
growth and increase operational efficiency. These investments in and changes to our business systems and processes may not create the growth,
operational efficiencies, competitive advantage,
10
or cost benefits that we expect and could result in unanticipated consequences, including disruptions to our back-office operations and service
delivery. Moreover, the execution and/or benefits of our strategic initiatives may not be realized on the expected timeline and/or may result in
expenses in excess of what is currently forecast, which could negatively affect our financial condition.
Our ability to preserve long-term client relationships is essential to our continued success.
We depend to a large extent on our relationships with clients and our reputation for quality integrated facility solutions. Maintaining our
existing client relationships, particularly with our largest clients, is an important factor contributing to our business success. We primarily provide
services pursuant to agreements that are cancelable by either party upon 30 to 90 days’ notice. As we generally incur higher initial costs on new
contracts until the labor management and facilities operations normalize, our business associated with long-term client relationships is generally
more profitable than short-term client relationships. If we lose a significant number of long-term clients and/or all or a portion of the services for our
larger clients, our financial results could be negatively impacted.
Our use of subcontractors or joint venture partners to perform work under customer contracts exposes us to liability and financial risk.
We depend on subcontractors or other parties, such as joint venture partners, to perform work in situations in which we are not able to self-
perform the work involved. Such arrangements may involve subcontracts or joint venture relationships where we do not have direct control over the
performing party. We may be exposed to liability whenever one or more of our subcontractors or joint venture partners, for whatever reason, fails to
perform or allegedly negligently performs the agreed-upon services. Although we have controls and programs in place to monitor the work of our
subcontractors and our joint venture partners, there can be no assurance that these controls or programs will have the desired effect, and we may
incur significant liability as a result of the actions or inactions of one or more of our subcontractors or joint venture partners.
Our international business involves risks different from those we face in the United States that could negatively impact our results of
operations and financial condition.
We have business operations in jurisdictions outside of the United States, most significantly in the UK and Ireland. Our international
operations are subject to risks that are different from those we face in the United States and subject us to complex and frequently changing laws
and regulations, including differing labor laws and regulations relating to the protection of certain information that we collect and maintain about our
employees, clients, and other third parties. Among these laws is the UK Modern Slavery Act, the Criminal Law (Human Trafficking) Act 2008
(Ireland), the UK Bribery Act, the Criminal Justice (Corruption Offences) Act 2018 (Ireland), and the UK and European Union General Data
Protection Regulations (the “GDPR”). The failure to comply with these laws or regulations could subject us to significant litigation, monetary
damages, regulatory enforcement actions, or fines in one or more jurisdictions.
In addition, when we participate in joint ventures that operate outside of the United States where we are not a controlling party, we may
have limited control over the joint venture. Any improper actions by our joint venture employees, partners, or agents, including, but not limited to,
failure to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and/or laws relating to human trafficking, could result in civil or
criminal investigations, monetary and non-monetary penalties, or other consequences, any of which could have an adverse effect on our financial
position as well as on our reputation and ability to conduct business.
Additionally, the operating results of our non-U.S. subsidiaries are translated into U.S. dollars, and those translations are affected by
movements in foreign currencies relative to the U.S. dollar. There can be no assurance that the foregoing factors will not have a material adverse
effect on our international operations or on our consolidated financial condition and results of operations.
Risks Relating to Market and Economic Conditions
Decreases in commercial office space utilization due to hybrid work models and increases in office vacancy rates could adversely affect
our financial condition.
A key part of our business involves providing janitorial, facilities engineering, and parking services for commercial office building properties.
Across the United States, hybrid work models remain prevalent and commercial office vacancy levels remain elevated, compared to pre-pandemic
levels. Reduced office occupancies and any further deterioration in vacancy levels would likely decrease the demand for our facility services as well
as
11
the demand for highly profitable supplemental services (“work orders”) requested by our clients outside the scope of our standard service
specifications. As new tenants occupy vacant office spaces, there may be delays and additional expenses incurred in securing client relationships
with such new tenants. These factors could adversely affect our revenues and financial results.
Negative changes in general economic conditions, such as recessionary pressures, high interest rates, durable and non-durable goods
pricing, changes in energy prices, or changes in consumer goods pricing could reduce the demand for our services and, as a result,
reduce our revenue and earnings and adversely affect our financial condition.
Slowing economic activity or other negative changes in global, national, and local economic conditions could have a negative impact on our
business. These adverse economic conditions could cause a decline in our clients’ demand for our services and/or in scope of work, including work
orders and our clients’ ability to pay for such services, or attempts by our clients to defer payments owed to us. Further, potential declines in
economic conditions could result in depressed prices for our services, which could affect our financial condition.
We offer a portfolio of capital projects, which are designed to reduce a client’s overall consumption of energy, such as electricity and natural
gas. Downward fluctuations in energy prices, and/or elevated interest rates, may reduce client demand for such projects. Additionally, we depend, in
part, on federal and state legislation and policies that support energy efficiency projects. If current legislation or policies are amended, eliminated, or
not extended beyond their current expiration dates, or if funding for energy incentives is reduced or delayed, it could also adversely affect our ability
to obtain new capital projects. All of these factors could have an adverse effect on our financial condition, results of operations, and cash flows.
Risks Relating to Information Technology and Cybersecurity
We may experience breaches of, or disruptions to, our information technology systems or those of our third-party providers or clients, or
other compromises of our data that could adversely affect our business.
Our information technology systems and those of our third-party providers or clients could be the target of cyberattacks, ransomware
attacks, hacking, unauthorized access, phishing, computer viruses, malware, or other intrusions, which could result in operational disruptions or
information misappropriation, such as theft of intellectual property or inappropriate disclosure of confidential, proprietary, or personal information.
We maintain confidential, proprietary, and personal information in our information technology systems and in systems of third-party providers
relating to our current, former, and prospective employees, clients, and other third parties. We have experienced certain data and security breaches
in the past and could experience future data or security breaches stemming from the intentional or negligent acts of our employees or other third
parties. Furthermore, while we continue to devote significant resources to monitoring and updating our systems and implementing information
security measures to protect our systems, there can be no assurance that the controls and procedures we have in place will be sufficient to protect
us from future security breaches. Emerging artificial intelligence technologies may intensify these cybersecurity risks. As cyber threats are
continually evolving, our controls and procedures may become inadequate, and we may be required to devote additional resources to modifying or
enhancing our systems in the future. We may also be required to expend resources to remediate cyber-related incidents or to enhance and
strengthen our cybersecurity.
Any such disruptions to our information technology systems, breaches or compromises of data, and/or misappropriation of information could
result in lost sales, negative publicity, litigation, violations of privacy and other laws, or business delays that could have a material adverse effect on
our business. Additionally, we believe that along with the GDPR and the California Consumer Privacy Act, further increased regulation is likely in the
area of data privacy. Compliance with this rapidly expanding area of law will require significant management and financial resources, and we could
be subjected to additional legal risk or financial losses if we are not in compliance. This expanding area of law may also lead to potentially
significant additional claims, including class action claims, being alleged against us.
Our ongoing implementation of new enterprise resource planning (“ERP”) and related boundary systems could adversely impact our
ability to operate our business and report our financial results.
We utilize multiple platforms and ERP systems to record transactions, provide information to management, and prepare our financial
statements. We are in the process of transitioning our ERP and other key boundary systems. This transition began in the third quarter of 2023 and
will continue for the next couple of years with a large portion of our business transitioning to the new systems in the first quarter of 2025. While we
believe our new ERP
12
and boundary systems will enhance and standardize our processes, allow better oversight, and improve our service to our customers, any
disruption to this transition could impact our ability to send and track invoices, process vendor payments, pay employees, fulfill contractual
obligations, report our financial results, or otherwise operate our business. Such disruption could adversely affect our profitability and reputation.
Additionally, any disruption could negatively impact the effectiveness of our controls. Refer to “Risks Relating to Financial Matters” below for further
information on the internal controls.
Risks Relating to Acquisitions, including the WGNSTAR Acquisition, Divestitures, or Strategic Transactions
Acquisitions, divestitures, and other strategic transactions could fail to achieve financial or strategic objectives, disrupt our ongoing
business, and adversely impact our results of operations.
In furtherance of our business strategy, we routinely evaluate opportunities and may enter into agreements for possible acquisitions,
divestitures, or other strategic transactions. A significant portion of our growth has been generated by acquisitions, and we may continue to acquire
businesses in the future as part of our growth strategy. However, we may encounter challenges identifying opportunities in a timely manner or on
terms acceptable to us. Furthermore, there is no assurance that any such transaction will deliver the anticipated results, including expected
synergistic benefits. A potential acquisition, divestiture, or other strategic transaction may involve a number of risks including, but not limited to:
•
the transaction may not effectively advance our business strategy, and its anticipated benefits may never materialize;
•
our ongoing operations may be disrupted, and management time and focus may be diverted;
•
clients or key employees of an acquired business may not remain, which could negatively impact our ability to grow that acquired business;
•
integration of an acquired business’s accounting, information technology, cybersecurity, HR, and other administrative systems may fail to
permit effective management and expense reduction;
•
unforeseen challenges may arise in implementing internal controls, procedures, and policies;
•
additional indebtedness incurred as a result of an acquisition may impact our financial position, results of operations, and cash flows; and
•
unanticipated or unknown liabilities may arise related to an acquired business.
We may not realize the growth opportunities and synergies that are anticipated from the WGNSTAR Acquisition.
The benefits that are expected to result from the WGNSTAR Acquisition, which we expect to be consummated in the first half of 2026, will
depend, in part, on our ability to realize the anticipated growth opportunities and the realization of anticipated cost and revenue synergies.
Maintaining strong relationships with acquired clients and retaining talented employees will also be critical to realizing the acquisition’s benefits.
Clients or key employees of WGNSTAR may decide not to continue their relationship with us after the acquisition is consummated. Any loss of
significant WGNSTAR customers or the departure of key personnel could negatively impact the success of the acquisition and hinder our ability to
achieve the expected benefits. Ultimately, if we fail to fully realize the expected growth opportunities, revenue synergies, or cost savings from the
WGNSTAR Acquisition, it could negatively impact our business, financial condition, and results of operations.
Risks Relating to Insurance and Safety Matters
We manage our insurable risks through a combination of third-party purchased policies and self-insurance, and we retain a substantial
portion of the risk associated with expected losses under these programs, which exposes us to volatility associated with those risks,
including the possibility that changes in estimates to our ultimate insurance loss reserves could result in material charges against our
earnings.
We use a combination of insured and self-insurance programs to cover workers’ compensation, general liability, automobile liability, property
damage, and other insurable risks. We are responsible for claims both within and in excess of our retained limits under our insurance policies, and
while we endeavor to purchase insurance
13
coverage that is appropriate to our assessment of risk, we are unable to predict with certainty the frequency, nature, or magnitude of claims for
direct or consequential damages. If our insurance coverage proves to be inadequate or unavailable, our business may be negatively impacted.
The determination of required insurance reserves is dependent upon actuarial judgments. We use the results of actuarial studies to
estimate insurance rates and insurance reserves for future periods and to adjust reserves, if appropriate, for prior years. Actual experience related
to our insurance reserves can cause us to change our estimates for reserves and any such changes may materially impact results, causing
significant volatility in our operating results.
Should we be unable to renew our excess, umbrella, or other commercial insurance policies, it could have a material adverse impact on our
business, as would the incurrence of catastrophic uninsured claims or the inability or refusal of our insurance carriers to pay otherwise insured
claims. Further, to the extent that we self-insure our losses, deterioration in our loss control and/or our continuing claim management efforts could
increase the overall cost of claims within our retained limits. A material change in our insurance costs due to changes in the frequency of claims, the
severity of the claims, the costs of excess/umbrella premiums, or regulatory changes could have a material adverse effect on our financial position,
results of operations, or cash flows.
In 2015, we formed a wholly owned captive insurance company, IFM Assurance Company (“IFM”), which we believe has provided us with
increased flexibility in the end-to-end management of our insurance program. There can be no assurance that IFM will continue to bring about the
intended benefits or the desired flexibility in the management of our insurance programs, because we may experience unanticipated events that
could reduce or eliminate expected benefits.
Our risk management and safety programs may not have the intended effect of reducing our liability for personal injury or property loss.
We attempt to mitigate risks relating to personal injury or property loss through the implementation of company-wide safety and loss control
efforts designed to decrease the frequency of accidents or events that might increase our liability. However, incidents involving personal injury or
property loss may be caused by multiple potential factors, a significant number of which are beyond our control. Therefore, there can be no
assurance that our risk management and safety programs will have the desired effect of controlling costs and liability exposure.
Risks Relating to Labor, Legal Proceedings, Tax, and Regulatory Matters
Unfavorable developments in our class and representative actions and other lawsuits alleging various claims could cause us to incur
substantial liabilities.
Our business involves employing tens of thousands of employees, many of whom work at our clients’ facilities. We incur risks relating to our
employment of these workers, including, but not limited to: claims by our employees of discrimination, harassment, violations of wage and hour
requirements, or violations of other federal, state, or local laws; claims of misconduct or negligence on the part of our employees; and claims related
to the employment of unlicensed personnel. We also incur risks and claims related to the imposition on our employees of policies or practices of our
clients that may be different from our own. Some or all of these claims may lead to litigation, including class action litigation, and these matters may
cause us to incur negative publicity with respect to alleged claims. Additionally, there are risks to all employers in some states, such as California,
resulting from large collective, class, Private Attorneys General Act actions, as well as from new and unanticipated judicial interpretations of existing
laws and the application of those new interpretations against employers on a retroactive basis, which could involve substantial claims and significant
defense costs. It is not possible to predict the outcome of these lawsuits or any other proceeding, and our insurance may not cover all claims that
may be asserted against us. These lawsuits and other proceedings may consume substantial amounts of our financial and managerial resources.
An unfavorable outcome with respect to these lawsuits and any future lawsuits may, individually or in the aggregate, cause us to incur substantial
liabilities that could have a material adverse effect upon our business, reputation, financial condition, results of operations, or cash flows.
We are subject to extensive legal and regulatory requirements, which could limit our profitability by increasing the costs of legal and
regulatory compliance.
Our business is subject to a complicated set of federal, state, and local laws and regulations as well as stakeholder views addressing,
among other things, wage and hour standards, employment and labor relations, various corporate responsibility-related practices, leave of absence,
cybersecurity, data privacy and protection,
14
occupational health and safety, environmental matters, anti-competition, anti-corruption, and government contracting. Many of these laws and
regulations may have differing or conflicting legal standards or legal interpretations across jurisdictions, increasing the complexity and cost of
compliance. When federal, state, local, or foreign minimum wage rates increase, we may have to increase the wages of both minimum wage
employees and employees whose wages are above the minimum wage. We may also face increased operating costs resulting from changes in
federal, state, or local laws and regulations relating to employment matters, including those relating to meal and rest breaks, eligibility for overtime,
pay transparency and reporting, sick pay, and predictive scheduling requirements. In addition, we expect there will likely be increasing and evolving
levels of regulation, disclosure-related and otherwise, with respect to Corporate Responsibility (including environmental) matters, and increased
regulation will likely lead to increased compliance costs as well as scrutiny that could heighten all of the risks identified in this risk factor. Increased
costs of legal and regulatory compliance with this constantly evolving legal and regulatory environment could reduce our profitability and adversely
affect our financial condition.
A significant number of our employees are covered by collective bargaining agreements that could expose us to potential liabilities in
relation to our participation in multiemployer pension plans, requirements to make contributions to other benefit plans, and the potential
for strikes, work slowdowns, or similar activities, and union organizing drives.
We participate in various multiemployer pension plans that provide defined pension benefits to employees covered by collective bargaining
agreements. Because of the nature of multiemployer pension plans, there are risks to us associated with participation in these plans that differ from
single-employer plans. Assets contributed by an employer to a multiemployer pension plan are not segregated into a separate account and are not
restricted to provide benefits only to employees of that contributing employer. In the event another participating employer in a multiemployer pension
plan no longer contributes to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers, including us. In
the event of the termination of a multiemployer pension plan or a complete or partial withdrawal from a multiemployer pension plan, under
applicable law we could incur material withdrawal liabilities. We further discuss our participation in multiemployer pension and postretirement plans
in Note 13, “Employee Benefit Plans,” in the Notes to consolidated financial statements. In addition, the terms of collective bargaining agreements
require us to contribute to various fringe benefit plans, including health and welfare, pension, and training plans, all of which require us to have
appropriate systems in place to assure timely and accurate payment of contributions. The failure to make timely and accurate contributions as a
result of a systems failure could have a negative impact on our financial position.
At October 31, 2025, approximately 45% of our employees were subject to various local collective bargaining agreements, some of which
will expire or become subject to renegotiation during 2026. In addition, at any given time we may face union organizing activity. When one or more
of our major collective bargaining agreements becomes subject to renegotiation or when we face union organizing drives, any disagreement
between us and the union on important issues may lead to a strike, work slowdown, or other job actions at one or more of our locations. In a market
where we are unionized but competitors are not unionized, we could lose clients to such competitors. A strike, work slowdown, or other job action
could disrupt our services, resulting in reduced revenues or contract cancellations. Moreover, negotiating a first time collective bargaining
agreement or renegotiating an existing agreement could result in increases in labor and benefits expenses that we may be unable to pass through
to clients.
Our business may be materially affected by changes to fiscal and tax policies. Negative or unexpected tax consequences could adversely
affect our results of operations.
We are subject to a variety of taxes and tax collection and remittance obligations in the United States and foreign jurisdictions, primarily the
UK and Ireland. We compute our income tax provision based on enacted tax rates in the jurisdictions in which we operate. As tax rates vary among
taxing jurisdictions, a change in earnings attributable to the various jurisdictions in which we operate could result in an unfavorable change in our
overall tax provision. Additionally, at any point in time, we may be under examination from taxing jurisdictions. We regularly assess the likelihood of
adverse outcomes resulting from these audits to determine the adequacy of our income tax related provision. We may recognize additional tax
expense, be subject to additional tax liabilities, or incur losses and penalties due to adverse outcomes in tax audits or changes in laws, regulations,
treaties, administrative practices, principles, assessments by authorities, and interpretations related to tax laws, including tax rules in various
jurisdictions, which could have an adverse effect on our operating results and financial condition.
15
Risks Relating to Financial Matters
Future increases in the level of our borrowings and interest rates could affect our results of operations.
Any future interest rate increases would have corresponding impact to our costs of borrowing and may have an adverse impact on our
ability to raise funds through the offering of our securities or through the issuance of debt due to higher debt capital costs, diminished credit
availability, and less favorable equity markets. Any significant federal fund rate increases may have a material adverse effect on our business,
results of operations, and financial condition, and may cause our customers to implement cost saving strategies that could reduce the demand of
our services. In addition, increases in and/or elevated levels of our borrowings could adversely affect our results of operations and financial
condition.
Our future ability to make payments on our debt, fund our other liquidity needs, and make planned capital expenditures will depend on our
ability to generate cash. Our ability to generate cash, to a certain extent, is subject to general economic, financial, competitive, and other factors that
are beyond our control. We cannot guarantee that our business will generate sufficient cash flow from our operations or that future borrowings will
be available to us in an amount sufficient to enable us to service our debt, fund other liquidity needs, make planned capital expenditures, or
continue our dividend.
The degree to which we are leveraged could have important consequences for shareholders. For example, being highly leveraged could:
require us to dedicate a substantial portion of our cash flows from operations to the payment of debt service, reducing the availability of our cash
flow to fund working capital, share repurchases, capital expenditures, acquisitions, and other general corporate purposes; limit our availability to
obtain additional financing in the future to enable us to react to changes in our business; and place us at a competitive disadvantage compared to
businesses in our industry that have less debt.
Further, our credit facility contains both financial covenants and other covenants that limit our ability to engage in specific transactions. Any
failure to comply with covenants in the credit facility could result in an event of default that, if not cured or waived, would have a material adverse
effect on us.
Impairment of goodwill and long-lived assets could have a material adverse effect on our financial condition and results of operations.
We evaluate goodwill for impairment annually, in the fourth quarter, or more often if impairment indicators exist. We also review long-lived
assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If the
fair value of one of our reporting units is less than its carrying value, or if as a result of a recoverability test we conclude that the projected
undiscounted cash flows are less than the carrying amount, we would record an impairment charge related to goodwill or long-lived assets,
respectively. The assumptions used to determine impairment require significant judgment, and the amount of the impairment could have a material
adverse effect on our reported financial results for the period in which the charge is taken.
If we fail to maintain proper and effective internal control over financial reporting in the future, our ability to produce accurate and timely
financial statements could be negatively impacted, which could harm our operating results and investor perceptions of our Company and
as a result may have a material adverse effect on the value of our common stock.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and related rules, our management is required to report on, and our
independent registered public accounting firm is required to attest to, the effectiveness of our internal control over financial reporting. The rules
governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant
documentation, testing, and, in some instances, remediation. We have acquired entities that had no publicly traded debt or equity and therefore
were not previously required to conform to the rules and regulations of the SEC, especially related to their internal control structure. When we
acquire such entities, they may not have in place all the necessary controls as required by the Public Company Accounting Oversight Board.
Integrating acquired entities into our internal control over financial reporting has required and will continue to require significant time and resources
from our management and other personnel, which increases our compliance costs. We are required to include our assessment of the effectiveness
of the internal controls over financial reporting of entities we acquire in our overall assessment, so we must plan to complete the evaluation and
integration of internal controls over financial reporting and report our assessment within the required time frame.
16
In addition, with the increasing frequency of cyber-related frauds perpetrated to obtain inappropriate payments, we need to ensure our
internal controls related to authorizing the transfer of funds and changing our vendor master files are adequate. Furthermore, the introduction of
new, and changes to existing, ERP and financial reporting information systems create implementation and change management risks that require
effective internal controls to mitigate. Failure to maintain an effective internal control environment could have a material adverse effect on our ability
to accurately report our financial results, the market’s perception of our business, and our stock price.
General Risk Factors
Our business may be negatively impacted by adverse weather conditions.
Weather conditions such as snow storms, heavy flooding, hurricanes, and fluctuations in temperatures can negatively impact portions of our
business. Within our Technical Solutions segment, cooler than normal temperatures in the summer could reduce the need for servicing of air
conditioning units, resulting in reduced revenues and profitability. Within Parking and Aviation services and portions of our Technical Solutions
business, adverse weather conditions can lead to reduced activity, as well as increases in certain costs, both of which negatively affect gross profit.
On the other hand, the absence of snow during the winter could cause us to experience reduced revenues in our B&I segment, as many of our
contracts specify additional payments for snow-related services.
Catastrophic events, disasters, pandemics, and terrorist attacks could disrupt our services.
We may encounter disruptions involving power, communications, transportation or other utilities, or essential services depended upon by us
or by third parties with whom we conduct business. This could include disruptions due to disasters, pandemics, weather-related or similar events
(such as fires, hurricanes, blizzards, earthquakes, and floods), political instability, labor strikes, or war (including acts of terrorism or hostilities) that
could impact our markets. If a disruption occurs in one location and persons in that location are unable to communicate with or travel to or work from
other locations, our ability to service and interact with our clients and others may suffer, and we may not be able to successfully implement
contingency plans that depend on communications or travel. These events may increase the volatility of financial results due to unforeseen costs
with partial or no corresponding compensation from clients. There also can be no assurance that the disaster recovery and crisis management
procedures we employ will suffice in any particular situation to avoid a significant loss. In addition, to the extent centralized administrative locations
are disabled for a long period of time, key business processes, such as accounts payable, information technology, payroll, and general
management operations, could be interrupted.
Actions of activist investors could disrupt our business.
Public companies have been the target of activist investors. In the event that a third party, such as an activist investor, proposes to change
our governance policies, board of directors, or other aspects of our operations or strategy, our review and consideration of such proposals may
create a significant distraction for our management and employees. This could negatively impact our ability to execute various strategic initiatives
and may require management to expend significant time and resources responding to such proposals. Such proposals may also create
uncertainties with respect to our financial position and operations and may adversely affect our ability to attract and retain key employees.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
17
Item 1C. Cybersecurity
Risk Management and Strategy
ABM recognizes the importance of cybersecurity risk management, which is integrated within our overall enterprise risk management
framework and is aligned with standard industry information security frameworks. Specifically, cybersecurity is one of the key risk topics covered
within ABM’s enterprise risk framework through the Company’s regular identification, assessment, and reporting processes. Our internal information
security program is managed by a dedicated team of cybersecurity professionals led by our Chief Information Security Officer, who reports to our
Chief Information Officer.
We have implemented cross-functional cybersecurity processes, technologies, and controls to assess, identify, and mitigate cybersecurity-
related risks, and to detect and prevent cybersecurity incidents. In evaluating cybersecurity incidents, management considers the potential impact
on our results of operations, control framework, and financial condition, as well as the potential impact, on our business strategy or reputation.
We adhere to a risk-based, multilayered “defense in depth” strategy that incorporates multiple layers of security controls, including, but not
limited to, security monitoring, endpoint protection, and identity and access management. Our processes are designed to oversee and identify
material risks from cybersecurity threats associated with third-party technologies and systems, including those that leverage artificial intelligence.
Where appropriate, these processes include pre-procurement assessments of contractual terms addressing cybersecurity and data protection, as
well as reviews based on assessed vendor risk.
We regularly test and assess our systems and controls to evaluate the maturity and effectiveness of our information security program. We
also regularly engage and retain expert independent external assessors and consultants to help continuously improve our security, posture, align
with industry best practices, and evaluate external threats.
We provide regular, mandatory training for our employees regarding cybersecurity threats to raise awareness of how employees can help
prevent and report potential cybersecurity incidents. We reinforce this training with periodic cybersecurity awareness reminders and phishing
simulations.
Although the Company dedicates significant resources to protecting against cybersecurity risks, the Company has experienced, and
expects to continue to be subject to, cybersecurity threats. To date, the Company is not aware of any cybersecurity incidents that have materially
affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.
However, the Company continues to face cybersecurity risks such as those described in “Item 1A. Risk Factors” of this Annual Report on Form 10-
K, and there can be no assurance that cybersecurity threats or incidents will not have a material adverse effect in the future. While we maintain
cybersecurity risk insurance, such insurance may not be sufficient to cover all losses from cybersecurity incidents.
Governance
ABM’s management is responsible for the day-to-day administration of our cybersecurity policies, processes, practices, and risk
management. Within management, the Company’s Chief Information Security Officer has specific responsibility for cybersecurity risk management
and reports to our Chief Information Officer. Our Chief Information Security Officer meets regularly with our executive management team to review
our cybersecurity programs, objectives, trends, and threats. Our Chief Information Officer has over 20 years of experience as a technology leader,
with responsibilities for developing and executing technology strategies across diverse industries, including technology, commercial real estate,
manufacturing, healthcare, and aviation. Our Chief Information Security Officer also has over 20 years of significant leadership experience in audit,
risk, compliance, and security across complex global organizations and formerly served as Chief Information Security Officer at two Fortune 500
organizations.
Our Board of Directors oversees the Company’s risk management and strategy related to its cybersecurity and artificial intelligence (“AI”)
programs, policies, and practices, including (i) the Company’s processes for assessing, identifying, managing, and mitigating material risks from
cybersecurity and AI-related threats and emerging developments; (ii) whether any risks from cybersecurity threats or AI technologies have
materially affected or are reasonably likely to materially affect the Company; (iii) the expertise of members of management with respect
18
to assessing and managing risks from cybersecurity threats and AI technologies; and (iv) the Company’s disclosure controls and procedures with
respect to material cybersecurity or AI-related risks and incidents. The Board of Directors is assisted by its Stakeholder and Enterprise Risk
Committee, which oversees the Company’s enterprise risk management program and the identification, evaluation, and mitigation of stakeholder
risks, including those relating to cybersecurity.
In addition, ABM maintains a monitoring system and escalation process to inform senior management and the Board of Directors of any
potentially material cybersecurity issues. Specifically, our cybersecurity operations team monitors and reviews cybersecurity developments and
threats, conducts initial assessments of these threats, and escalates any matter requiring senior management’s attention to our Chief Information
Officer. We have also developed cyber incident response plans and related playbooks to guide the handling of information security incidents,
outlining a coordinated approach to investigate, contain, and mitigate incidents. These response plans establish clear communication protocols for
notifying senior management and other key stakeholders based on defined severity thresholds. Under these plans, any significant incident is
escalated to a multifunctional materiality committee comprised of management representatives for information technology, legal, compliance,
operations, finance, and accounting.
ABM’s Chief Information Officer and Chief Information Security Officer regularly provide reports and updates to other members of senior
management, our Board of Directors, and our Board’s Stakeholder and Enterprise Risk Committee. In connection with these updates, our Board of
Directors reviews the Company’s cybersecurity programs and oversees the Company’s efforts to continually enhance the Company’s cybersecurity
posture and to mitigate related risks. The reports from ABM’s Chief Information Officer and Chief Information Security Officer also include updates
on emerging trends and progress on overall enterprise cybersecurity priorities.
ITEM 2. PROPERTIES.
Our principal executive office is located at One Liberty Plaza, 7th Floor, New York, New York 10006.
Principal Properties as of October 31, 2025
Location
Character of Office
Approximate Square Feet
Lease Expiration Date,
Unless Owned
Segment
Sugar Land, Texas
Enterprise Services
62,500
3/31/2028
All
Cumming, Georgia
Operations Support
57,637
1/31/2034
Technical Solutions
New York, New York
Corporate Headquarters
44,000
1/3/2032
Corporate and B&I
Tustin, California
Operations Support
40,000
7/31/2029
B&I and Technical Solutions
Atlanta, Georgia
Operations Support
37,000
10/31/2027
All
Chicago, Illinois
Operations Support
28,109
7/31/2034
B&I, EDU, and Corporate
Dallas, Texas
Warehouse and Operations
Support
27,500
9/30/2028
Technical Solutions, B&I,
Aviation, Corporate, and M&D
Los Angeles, California
Operations Support
25,722
11/30/2032
B&I
San Francisco, California
Operations Support
21,324
6/30/2029
B&I and Corporate
In addition to the above properties, we have other offices, warehouses, and parking facilities in various locations, primarily in the United
States. See Note 5, “Leases,” in the Notes to consolidated financial statements for additional information regarding leases. We believe that these
properties are well-maintained, in good operating condition, and suitable for the purposes for which they are used.
19
ITEM 3. LEGAL PROCEEDINGS.
Information with respect to legal matters is set forth in Note 14, “Commitments and Contingencies,” in the Notes to consolidated financial
statements (included in Part II., Item 8 of this Form 10-K) and is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
20
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY
SECURITIES.
Market Information, Dividends, and Stockholders
Our common stock is listed on the New York Stock Exchange (NYSE: ABM). We have paid cash dividends every quarter since 1965. Future
dividends will be determined based on our earnings, capital requirements, financial condition, and other factors considered relevant by our Board of
Directors.
At December 18, 2025, there were 2,666 registered holders of our common stock.
Common Stock Repurchases
Effective September 3, 2025, our Board of Directors expanded our existing share repurchase program by an additional $150.0 million.
Share repurchases may take place on the open market or otherwise, and all or part of the repurchases may be made pursuant to Rule 10b5-1 plans
or in privately negotiated transactions. The timing of repurchases is at our discretion and will depend upon several factors, including market and
business conditions, future cash flows, share price, share availability, and other factors. Repurchased shares are retired and returned to an
authorized but unissued status. At October 31, 2025, authorization for $183.1 million of repurchases remained under the Share Repurchase
Program.
Issuer Purchases of Equity Securities
(in millions, except per share amounts)
Total Number of Shares
Purchased
Average Price Paid per
Share
Total Number of Shares
Purchased as Part of
Publicly Announced Plan
Approximate Dollar Value
of Shares that May Yet Be
Purchased Under the Plan
Period
8/1/2025 – 8/31/2025
0.49
$
46.83
0.49
$
83.1
9/1/2025 – 9/30/2025
—
$
—
—
$
233.1
10/1/2025 – 10/31/2025
1.10
$
45.41
1.10
$
183.1
Total
1.59
$
45.84
1.59
Average price paid per share does not include any excise tax for share repurchases as part of the Inflation Reduction Act of 2022.
(1)
(1)
21
Performance Graph
The following graph compares the five-year cumulative total return for our common stock against the Standard & Poor’s 500 Index (“S&P
500”) and the Standard & Poor’s SmallCap 600 Index (“S&P 600”). As our competitors are principally privately held, we do not believe it is feasible
to construct a peer group comparison on an industry or line-of-business basis.
INDEXED RETURNS
Years Ended October 31,
Company / Index
2020
2021
2022
2023
2024
202
ABM Industries Incorporated
$
100.0
$
128.9
$
132.8
$
119.8
$
164.7
$
S&P 500 Index
100.0
142.9
122.0
134.4
185.5
S&P SmallCap 600 Index
100.0
158.9
140.2
129.4
168.3
This performance graph shall not be deemed to be “soliciting material” or “filed” with the SEC, or subject to Regulation 14A or 14C, or
subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended. The comparisons in the performance graph are based
on historical data and are not indicative of, or intended to forecast, the possible future performance of our common stock.
22
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following MD&A is intended to facilitate an understanding of the results of operations and financial condition of ABM. This MD&A is
provided as a supplement to, and should be read in conjunction with, our Financial Statements. This MD&A contains both historical and forward-
looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. We make
forward-looking statements related to future expectations, estimates, and projections that are uncertain and often contain words such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “outlook,” “plan,” “predict,” “should,” “target,” or other similar
words or phrases. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and
assumptions that are difficult to predict. Factors that might cause such differences include, but are not limited to, those discussed in Part 1. of this
Form 10-K under Item 1A., “Risk Factors,” which are incorporated herein by reference. Our future results and financial condition may be materially
different from those we currently anticipate. Throughout the MD&A, amounts and percentages may not recalculate due to rounding. Unless
otherwise indicated, all information in the MD&A and references to years are based on our fiscal year, which ends on October 31.
Business Overview
ABM is a leading provider of integrated facility solutions, customized by industry, with a mission to make a difference, every person, every
day. Our principal operations are in the United States, and in 2025 our U.S. operations generated approximately 92% of our revenues.
Strategic Growth
We remain focused on long-term, profitable growth by delivering valued service offerings to both new and existing clients within our industry
groups and across our many service lines. Our revenue growth strategy is predicated on pursuing new sales and targeting a favorable retention rate
among existing contracts. Cross-selling and up-selling projects and services is also an integral part of our strategy. We believe our strategic growth
initiatives, coupled with our continued focus on marketing, capital, and sales resources, will increase profitability.
ELEVATE Transformation
Through our ELEVATE strategy, as described in Item 1., “Business,” we continue to focus our efforts on:
•
the client experience, by serving as a trusted advisor who can provide innovative multiservice solutions and consistent service delivery;
•
the team member experience, by investing in workforce management, training, developing the next generation of ABM leaders, and
building on our inclusive culture; and
•
our use of technology and data to power client and employee experiences with cutting-edge data and analytics, processes, and tools that
we expect to fundamentally change how we operate our business.
We believe that our technology and data investments will enable: the development and deployment of client-facing technology to improve
service delivery to our clients; the use of advanced data analytics for sales targeting, employee retention, and recruiting; and the upgrade of our
Enterprise Resource Planning and payroll systems.
23
Developments and Trends
Restructuring Program
In the fourth quarter of 2025, we launched a restructuring program to further streamline our operations and improve the efficiency of our
support functions. This initiative is intended to enhance overall organizational effectiveness and ensure alignment between our cost structure and
strategic growth objectives. Once fully implemented in 2026, this program is expected to deliver approximately $35.0 million of annualized cost
savings. During the fourth quarter of 2025, we recorded $13.4 million in restructuring charges related to these actions and expect to record
additional $2.0 - $3.0 million in 2026.
We will continue to review our overhead and cost structure for efficiency opportunities under this program.
24
Key Financial Highlights
•
Revenues increased by $386.5 million, or 4.6%, to $8,745.9 million during 2025, as compared to 2024. Revenue growth was comprised of
organic growth of 3.8% and acquisition growth of 0.8%. The organic revenue growth was due to the net new business and expansion of
business with existing customers within Aviation, B&I, M&D, and Education and higher microgrid projects within Technical Solutions. The
increase in revenues was partially offset by strategic pricing decisions, including for contract rebids within B&I. Acquisition growth of $68.4
million was driven by revenue from the Quality Uptime and LMC acquisitions.
•
Operating profit increased by $99.7 million to $311.7 million during 2025, as compared to 2024. The increase in operating profit was
attributable to:
•
respective revenue increases for all industry groups,
•
operational efficiencies within Aviation and Education, and
•
service mix within Technical Solutions.
The increase was partially offset by:
•
strategic pricing decisions for contract rebids and proactive extensions, combined with managing the timing of contract escalations
to maintain and expand certain customer accounts within B&I, and
•
strategic pricing on select new wins within M&D.
•
Our effective tax rate on income was 26.2% for 2025, as compared to 39.1% during 2024. Our effective tax rate for 2024 was negatively
impacted by a $95.7 million non-taxable change to increase the fair value of the contingent consideration related to the RavenVolt
Acquisition.
•
Net cash provided by operating activities was $234.4 million during 2025. Our net cash provided by operating cash activities was higher
than prior year, primarily due to the timing of certain working capital requirements.
•
Dividends of $65.6 million were paid to shareholders, and dividends totaling $1.06 per common share were declared during 2025.
Additionally, we repurchased 2.6 million shares for $121.3 million, excluding excise taxes, during 2025.
•
At October 31, 2025, total outstanding borrowings under our Amended Credit Facility were $1,569.0 million, and we had up to $577.5
million of borrowing capacity.
25
Results of Operations
Consolidated
Years Ended October 31,
2025 vs. 2024
($ in millions)
2025
2024
2023
Increase/(Decrease)
Revenues
$
8,745.9
$
8,359.4
$
8,096.4
$
386.5
4.6%
Operating expenses
7,670.8
7,325.9
7,037.6
344.9
4.7%
Gross margin
12.3 %
12.4 %
13.1 %
(7) bps
Selling, general and administrative expenses
697.4
765.3
572.8
(67.9)
(8.9)%
Restructuring and related expenses
13.4
—
—
13.4
NM*
Amortization of intangible assets
52.5
56.1
76.5
(3.6)
(6.4)%
Operating profit
311.7
212.0
409.5
99.7
47.0%
Income from unconsolidated affiliates
4.6
6.5
3.9
(1.9)
(29.3)%
Interest expense
(96.4)
(85.0)
(82.3)
(11.4)
(13.4)%
Income before income taxes
219.9
133.6
331.1
86.3
64.6%
Income tax provision
(57.6)
(52.2)
(79.7)
(5.4)
(10.2)%
Net income
162.4
81.4
251.3
81.0
99.6%
Other comprehensive (loss)/income
Interest rate swaps
(9.3)
(22.9)
(0.5)
13.6
(59.3)%
Foreign currency translation and other
5.5
6.8
7.3
(1.3)
(19.5)%
Income tax provision
2.4
6.3
0.1
(3.9)
(62.0)%
Comprehensive income
$
161.0
$
71.6
$
258.1
$
89.4
NM*
*Not meaningful
The Year Ended October 31, 2025, Compared with the Year Ended October 31, 2024
Revenues
Revenues increased by $386.5 million, or 4.6%, to $8,745.9 million during 2025, as compared to 2024. Revenue growth was comprised of
organic growth of 3.8% and acquisition growth of 0.8%. The organic revenue growth was due to the net new business and expansion of business
with existing customers within Aviation, B&I, M&D, and Education and higher microgrid projects within Technical Solutions. The increase in
revenues was partially offset by strategic pricing decisions on contract rebids within B&I. Acquisition growth of $68.4 million was driven by revenue
from the Quality Uptime and LMC acquisitions.
Operating Expenses
Operating expenses increased by $344.9 million, or 4.7%, to $7,670.8 million during 2025, as compared to 2024. Gross margin decreased
by 7 bps to 12.3% in 2025, as compared to 12.4% in 2024. The decrease in gross margin was primarily driven by strategic pricing decisions within
M&D and B&I as well as the management of contract escalation timing to maintain and expand certain customer accounts within B&I. This was
partially offset by operational efficiencies within Education and service mix within ATS.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased by $67.9 million, or 8.9%, to $697.4 million during 2025, as compared to 2024. The
decrease in selling, general and administrative expenses was primarily attributable to:
•
an absence of a $95.7 million adjustment to increase the fair value of the contingent consideration related to the RavenVolt Acquisition in
2024, compared to a $1.6 million adjustment to decrease the fair value in 2025.
This decrease was partially offset by:
•
an $18.9 million increase in compensation and related expenses primarily due to headcount expansion from recent acquisitions; and
26
•
a $6.6 million increase in costs associated with systems’ go-live.
Amortization of Intangible Assets
Amortization of intangible assets decreased by $3.6 million, or 6.4%, to $52.5 million during 2025, as compared to 2024. This decrease was
due to lower amortization of intangibles, primarily intangibles acquired as part of the Able and GCA acquisitions, partially offset by amortization of
intangibles from the Quality Uptime and LMC acquisitions.
Interest Expense
Interest expense increased by $11.4 million, or 13.4%, to $96.4 million during 2025, as compared to 2024. This increase was primarily
driven by higher borrowings from our Amended Credit Facility to fund working capital requirements due to the transition to the Company’s new ERP
system for our B&I and M&D segments that temporarily delayed invoicing to certain clients within these industry groups in the first half of 2025, and
payment of the $75.0 million contingent consideration liability related to the RavenVolt Acquisition.
Income Taxes
During 2025 and 2024, we had effective tax rates of 26.2% and 39.1%, respectively, resulting in an income tax provision of $57.6 million
and $52.2 million, respectively. Our effective tax rate for 2025 was benefited by a $3.1 million return to provision adjustment related to our non-U.S.
operations. Our effective tax rate for 2024 was negatively impacted by a $95.7 million non-taxable change to increase the fair value of the
contingent consideration related to the RavenVolt Acquisition, partially offset by a $7.3 million tax benefit for return to provision adjustments related
to our non-U.S. operations, and a $5.5 million benefit related to energy efficiency incentives.
Interest Rate Swaps
We had a loss of $9.3 million and $22.9 million on interest rate swaps during the years ended October 31, 2025 and October 31, 2024,
respectively, primarily due to underlying changes in the fair value of our interest rate swaps. Our interest rate swaps will mature in 2026.
Foreign Currency Translation and Other
We had a foreign currency translation gain of $5.5 million and $6.8 million during the years ended October 31, 2025 and October 31, 2024,
respectively. This change was due to fluctuations in the exchange rate between the U.S. Dollar (“USD”), the British pound sterling (“GBP”), and the
euro (“EUR”). Future gains and losses on foreign currency translation will be dependent upon changes in the relative value of foreign currencies to
the USD and the extent of our foreign assets and liabilities.
The Year Ended October 31, 2024, Compared with the Year Ended October 31, 2023
For a comparison of our Results of Operations for the year ended October 31, 2024, to the year ended October 31, 2023, see “Part II, Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended October 31,
2024, filed with the SEC on December 19, 2024.
27
Segment Information
Our current reportable segments consist of B&I, M&D, Aviation, Education, and Technical Solutions.
Financial Information for Each Reportable Segment
Year Ended October 31,
2025 vs. 2024
($ in millions)
2025
2024
2023
Increase/(Decrease)
Revenues
Business & Industry
$
4,126.0
$
4,059.1
$
4,089.4
$
66.9
1.6%
Manufacturing & Distribution
1,618.6
1,554.3
1,526.7
64.3
4.1%
Aviation
1,118.7
1,032.6
925.7
86.1
8.3%
Education
922.0
904.0
880.4
18.0
2.0%
Technical Solutions
960.6
809.3
674.2
151.3
18.7%
$
8,745.9
$
8,359.4
$
8,096.4
$
386.5
4.6%
Operating profit (loss)
Business & Industry
$
316.9
$
307.0
$
315.6
$
9.9
3.2%
Operating profit margin
7.7%
7.6%
7.7%
12 bps
Manufacturing & Distribution
151.4
166.3
161.7
(14.9)
(8.9)%
Operating profit margin
9.4%
10.7%
10.6%
(134) bps
Aviation
65.2
59.1
60.0
6.1
10.3%
Operating profit margin
5.8 %
5.7 %
6.5%
10 bps
Education
67.7
55.3
49.7
12.4
22.2%
Operating profit margin
7.3 %
6.1 %
5.6%
122 bps
Technical Solutions
86.5
69.4
53.2
17.1
24.6%
Operating profit margin
9.0%
8.6%
7.9%
42 bps
Corporate
(370.5)
(433.1)
(226.6)
(62.6)
14.5%
Adjustment for income from unconsolidated
affiliates, included in Aviation and Technical Solutions
(4.6)
(6.5)
(3.9)
1.9
29.3%
Adjustment for tax deductions for energy
efficient government buildings, included in
Technical Solutions
(0.8)
(5.5)
(0.3)
4.7
84.9%
$
311.7
$
212.0
$
409.5
$
99.7
47.0%
*Not meaningful
28
The Year Ended October 31, 2025, Compared with the Year Ended October 31, 2024
Business & Industry
Year Ended October 31,
($ in millions)
2025
2024
Increase
Revenues
$
4,126.0
$
4,059.1
$
66.9
1.6%
Operating profit
316.9
307.0
9.9
3.2%
Operating profit margin
7.7%
7.6%
12 bps
B&I revenues increased by $66.9 million, or 1.6%, to $4,126.0 million during 2025, as compared to 2024. The revenue increase was
primarily driven by client expansions both domestic and international, partially offset by strategic pricing decisions on contract rebids and attrition of
certain engineering clients. Management reimbursement revenues for this segment totaled $291.4 million and $281.4 million during 2025 and 2024,
respectively.
Operating profit increased by $9.9 million, or 3.2%, to $316.9 million during 2025, as compared to 2024. Operating profit margin increased
by 12 bps to 7.7% in 2025 from 7.6% in 2024. The increase in operating profit margin was primarily driven by geographic mix and operational
efficiencies achieved through our Restructuring Program. The increase was partially offset by strategic pricing decisions on contract rebids and
proactive extensions, combined with managing contract escalation timing to maintain and expand certain customer accounts.
Manufacturing & Distribution
Year Ended October 31,
($ in millions)
2025
2024
Increase/(Decrease)
Revenues
$
1,618.6
$
1,554.3
$
64.3
4.1%
Operating profit
151.4
166.3
(14.9)
(8.9)%
Operating profit margin
9.4 %
10.7%
(134) bps
M&D revenues increased by $64.3 million, or 4.1%, to $1,618.6 million during 2025, as compared to 2024. The increase was primarily
attributable to the expansion of business with existing clients and new business wins, including strategic pricing decisions for select new wins. This
was partially offset by the loss of a certain customer in the first quarter of 2025.
Operating profit decreased by $14.9 million, or 8.9%, to $151.4 million during 2025, as compared to 2024. Operating profit margin
decreased by 134 bps to 9.4% in 2025 from 10.7% in 2024. The decrease in operating profit margin was primarily attributable to strategic pricing for
select new wins and additional investments made in the second half of 2025 to hire certain technical expertise to support future growth.
Aviation
Year Ended October 31,
($ in millions)
2025
2024
Increase
Revenues
$
1,118.7
$
1,032.6
$
86.1
8.3%
Operating profit
65.2
59.1
6.1
10.3%
Operating profit margin
5.8%
5.7 %
10 bps
Aviation revenues increased by $86.1 million, or 8.3% to $1,118.7 million, during 2025, as compared to 2024. The increase was primarily
attributable to new business and scope expansions with the existing clients as well as an increase in travel volume. Management reimbursement
revenues for this segment totaled $50.2 million and $36.3 million during 2025 and 2024, respectively.
Operating profit increased by $6.1 million, or 10.3%, to $65.2 million during 2025, as compared to 2024. Operating profit margin increased
by 10 bps to 5.8% in 2025, from 5.7% in 2024. The increase in operating profit margin was primarily attributable to operational efficiencies,
particularly in managing overhead costs.
29
Education
Year Ended October 31,
($ in millions)
2025
2024
Increase
Revenues
$
922.0
$
904.0
$
18.0
2.0%
Operating profit
67.7
55.3
12.4
22.2%
Operating profit margin
7.3%
6.1 %
122 bps
Education revenues increased by $18.0 million, or 2.0%, to $922.0 million during 2025, as compared to 2024. The increase was primarily
attributable to net new business wins.
Operating profit increased by $12.4 million, or 22.2% to $67.7 million during 2025, as compared to 2024. Operating profit margin increased
by 122 bps to 7.3% in 2025 from 6.1% in 2024. The operating profit margin was primarily attributable to operational efficiencies, particularly in
managing overtime, materials and supplies, and general and administrative headcount.
Technical Solutions
Year Ended October 31,
($ in millions)
2025
2024
Increase
Revenues
$
960.6
$
809.3
$
151.3
18.7%
Operating profit
86.5
69.4
17.1
24.6%
Operating profit margin
9.0%
8.6%
42 bps
Technical Solutions revenues increased by $151.3 million, or 18.7%, to $960.6 million during 2025, as compared to 2024. Revenue growth
was comprised of organic growth of 10.2% and acquisition growth of 8.5%. The organic revenue increase was primarily driven by higher project
revenues due to higher microgrid systems projects, partially offset by a decrease in electric vehicle charging station revenues. Acquisition growth
was driven by $68.4 million of revenue from the Quality Uptime and LMC acquisitions.
Operating profit increased by $17.1 million, or 24.6%, to $86.5 million during 2025, as compared to 2024. Operating profit margin increased
by 42 bps to 9.0% in 2025 from 8.6% in 2024. The increase in operating profit margin was primarily attributable to the service mix, partially offset by
higher amortization of intangible assets from recent acquisitions.
Corporate
Year Ended October 31,
($ in millions)
2025
2024
Decrease
Corporate expenses
$
(370.5)
$
(433.1)
$
(62.6)
14.5%
Corporate expenses decreased by $62.6 million, or 14.5%, to $370.5 million during 2025, as compared to 2024. The decrease in corporate
expenses was primarily related to:
•
an absence of a $95.7 million adjustment to increase fair value of the contingent consideration related to the RavenVolt Acquisition in 2024,
compared to a $1.6 million adjustment to decrease the fair value in 2025.
This decrease was partially offset by:
•
a $7.5 million increase in compensation and related expenses primarily due to higher salaries and certain incentive plans;
•
a $6.3 million increase in acquisition and integration costs; and
•
a $5.2 million increase in costs associated with systems’ go-live.
30
The Year Ended October 31, 2024, Compared with the Year Ended October 31, 2023
For a comparison of our Segment Information for the year ended October 31, 2024, to the year ended October 31, 2023, see “Part II, Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended October 31,
2024, filed with the SEC on December 19, 2024.
31
Liquidity and Capital Resources
Our primary sources of liquidity are operating cash flows and borrowing capacity under our credit facility. We assess our liquidity in terms of
our ability to generate cash to fund our short- and long-term cash requirements. As such, we project our anticipated cash requirements as well as
cash flows generated from operating activities to meet those needs.
In addition to normal working capital requirements, we anticipate that our short- and long-term cash requirements will include funding
insurance claims, dividend payments, capital expenditures, share repurchases, mandatory loan repayments, contingent consideration payments
from acquisitions, and systems and technology transformation initiatives under our ELEVATE strategy. We anticipate long-term cash uses may also
include strategic acquisitions. On a long-term basis, we will continue to rely on our credit facility for any long-term funding not provided by operating
cash flows.
We believe that our operating cash flows and borrowing capacity under our credit facility are sufficient to fund our cash requirements for at
least a 12-month period from the issuance of these financial statements. In the event that our plans change or our cash requirements are greater
than we anticipate, we may need to access the capital markets to finance future cash requirements. However, there can be no assurance that such
financing will be available to us should we need it or, if available, that the terms will be satisfactory to us and not dilutive to existing shareholders.
Credit Facility
On September 1, 2017, we refinanced and replaced our then-existing $800.0 million credit facility with a new senior, secured five-year
syndicated credit facility (the “Credit Facility”), consisting of a $900.0 million revolving line of credit and an $800.0 million amortizing term loan. In
accordance with the terms of the Credit Facility, the revolving line of credit was reduced to $800.0 million on September 1, 2018.
On February 26, 2025, we amended and restated the Credit Facility (the “Amended Credit Facility”), extending the maturity date to February
26, 2030, and increasing the capacity of the revolving credit facility from $1.3 billion to $1.6 billion and the then-remaining term loan outstanding
from $528.1 million to $600.0 million. The Amended Credit Facility provides for the issuance of up to $250.0 million for standby letters of credit and
the issuance of up to $100.0 million in swingline advances. The obligations under the Amended Credit Facility are guaranteed by the material,
domestic wholly owned subsidiaries of ABM and are secured by a pledge of substantially all of the existing and future property and assets of ABM
and the guarantors, including a pledge of the capital stock of the wholly owned domestic subsidiaries held by ABM and the guarantors and 65% of
the capital stock of the first-tier foreign subsidiaries held by ABM and the guarantors, in each case subject to exceptions. Additionally, we may repay
amounts borrowed under the Amended Credit Facility at any time without penalty.
The Amended Credit Facility contains certain covenants, including a maximum total net leverage ratio of 5.00 to 1.00, a maximum secured
net leverage ratio of 4.00 to 1.00, and a minimum interest coverage ratio of 1.50 to 1.00, as well as other financial and non-financial covenants. In
the event of a material acquisition, as defined in the Amended Credit Facility, we may elect to increase the maximum total net leverage ratio to 5.50
to 1.00 for a total of four fiscal quarters and increase the maximum secured net leverage ratio to 4.50 to 1.00 for a total of four fiscal quarters. Our
borrowing capacity is subject to, and limited by, compliance with the covenants described above. At October 31, 2025, we were in compliance with
these covenants and expect to be in compliance in the foreseeable future.
During 2025, we made $23.1 million of principal payments under the term loan. At October 31, 2025, the total outstanding borrowings and
standby letters of credit were $1,569.0 million and $23.5 million, respectively. At October 31, 2025, we had up to $577.5 million of borrowing
capacity.
Reinvestment of Foreign Earnings
We plan to reinvest our foreign earnings to fund future non-U.S. growth and expansion, and we do not anticipate remitting such earnings to
the United States. While U.S. federal tax expense had 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 believe that our cash on hand in the United
States, along
32
with our Amended Credit Facility and future domestic cash flows, are sufficient to satisfy our domestic liquidity requirements.
Share Repurchases
Effective September 3, 2025, our Board of Directors expanded our existing share repurchase program by an additional $150.0 million of our
common stock. We repurchased shares under the share repurchase program during the year ended October 31, 2025, as summarized below. At
October 31, 2025, authorization for $183.1 million of repurchases remained under the Share Repurchase Program.
Years Ended October 31,
(in millions, except per share amounts)
2025
2024
Total number of shares purchased
2.56
Average price paid per share
$
47.35
$
Total cash paid for share repurchases
$
121.3
$
Average price paid per share and total cash paid for share repurchases do not include any excise tax for share repurchases as part of the Inflation Reduction Act
of 2022.
Effect of Inflation
The rates of inflation experienced in recent years have not had a material impact on our Financial Statements. We attempt to recover
increased costs by increasing prices for our services to the extent permitted by contracts and competition.
Regulatory Environment
Our operations are subject to various federal, state, and/or local laws, rules, and regulations regulating among other things, labor, wages,
and health and safety matters, as well as laws and regulations relating to the discharge of materials into the environment or otherwise relating to the
protection of the environment. Historically, the cost of complying with these laws, rules, and regulations has not had a material adverse effect on our
financial position, results of operations, or cash flows.
Cash Flows
In addition to revenues and operating profit, our management views operating cash flows as a good indicator of financial performance, because
strong operating cash flows provide opportunities for growth both organically and through acquisitions. Operating cash flows primarily depend on:
revenue levels; profitability levels of our jobs; the quality and timing of collections of accounts receivable; the timing of payments to suppliers and
other vendors; the timing and amount of income tax payments; the actual payments of contingent consideration made in excess of the acquisition-
date
fair
value;
and
the
timing
and
amount
of
payments
on
insurance
claims
and
legal
settlements.
Year Ended October 31,
(in millions)
2025
2024
2023
Net cash provided by operating activities
234.4
226.7
243.3
Net cash used in investing activities
(115.6)
(171.9)
(62.1)
Net cash used in financing activities
(80.2)
(61.5)
(186.3)
Operating Activities
Net cash provided by operating activities increased by $7.7 million during 2025, as compared to 2024. The increase was primarily driven by
the timing of working capital requirements. The increase was partially offset by the $75.0 million payment for contingent consideration related to the
RavenVolt Acquisition, of which $16.0 million was classified as an operating cash outflow.
Net cash provided by operating activities decreased by $16.6 million during 2024, as compared to 2023. The decrease was primarily driven
by the timing of working capital requirements. The decrease was partially offset by the absence of a $66.0 million payment of deferred payroll taxes
done in 2023.
(1)
(1)
(1)
33
Investing Activities
Net cash used in investing activities decreased by $56.3 million during 2025, as compared to 2024. The decrease was primarily related to
lower cash outflows for acquisitions in 2025.
Net cash used in investing activities increased by $109.8 million during 2024, as compared to 2023. The change was primarily related to the
Quality Uptime Acquisition, completed in 2024.
Financing Activities
Net cash used in financing activities was $80.2 million in 2025, as compared to $61.5 million in 2024. The increase in net cash used was
primarily related to higher share buyback repurchases and a $75.0 million payment for contingent consideration related to the RavenVolt
Acquisition, of which $59.0 million was classified as a financing cash outflow. This was partially offset by higher net borrowings from our Amended
Credit Facility.
Net cash used in financing activities was $61.5 million in 2024, as compared to $186.3 million in 2023. The decrease in net cash used was
primarily related to lower share buyback repurchases in 2024 and an increase in our book cash overdrafts.
Dividends
On December 17, 2025, we announced a quarterly cash dividend of $0.29 per share on our common stock, payable on February 2, 2026, to
shareholders of record on January 14, 2026. We declared a quarterly cash dividend on our common stock every quarter during 2025, 2024, and
2023. We paid total annual dividends of $65.6 million, $56.5 million, and $57.5 million during 2025, 2024, and 2023, respectively.
Material Cash Requirements from Contractual and Other Obligations
As of October 31, 2025, our material cash requirements for our known contractual and other obligations were as follows:
•
Debt Obligations and Interest Payments – Outstanding payments on our Amended Credit Facility were $1,569.0 million, with $30.0 million
payable within 12 months. We have future interest payments based on our hedged borrowings under our Amended Credit Facility of
$10.0 million, which is payable within 12 months. The interest payments on our remaining borrowings under the Amended Credit Facility will
be determined based upon the average outstanding balance of our borrowings and the prevailing interest rate during that time. See Note
12, “Credit Facility,” in the Financial Statements for further detail of our debt and the timing of expected future principal and interest
payments.
•
Operating and Finance Leases – We enter into various noncancelable lease agreements for office space, parking facilities, warehouses,
vehicles, and equipment used in the normal course of business. Operating and finance lease obligations were $148.4 million, with $38.1
million payable within 12 months. See Note 5, “Leases,” in the Financial Statements for further detail of our obligations and the timing of
expected future payments.
•
Service Concession Arrangements – As defined under ASU No. 2017-10, Service Concession Arrangements (Topic 853): Determining the
Customer of the Operation Services, our leased location parking arrangements are represented as service concession arrangements. We
had contractual payments for these arrangements of $50.9 million, with $17.9 million payable within 12 months.
•
Information Technology Service Agreements – Information technology service agreements represent outsourced services and licensing
costs pursuant to our information technology agreements. We had contractual payments for these agreements of $147.7 million, with $68.9
million payable within 12 months.
•
Benefit Obligations – Expected future payments relating to our defined benefit, postretirement, and deferred compensation plans were
$38.8 million, with $3.5 million payable in 12 months. These amounts are based on expected future service and were calculated using the
same assumptions used to measure our benefit obligation at October 31, 2025.
34
•
Contingent Consideration Payable in Connection with Our Acquisition of RavenVolt and LMC – At October 31, 2025, contingent
consideration related to the RavenVolt Acquisition of up to $205.0 million in cash may be paid in calendar year 2026 if the RavenVolt
business achieves certain financial targets in calendar year 2025 or cumulative targets for calendar years 2023-2025, as defined in the
merger agreement. We expect the RavenVolt business to achieve the financial target that would require a $32.5 million payment for
calendar year 2025, and as such, we currently expect to make this payment in May 2026. At October 31, 2025, contingent consideration
related to the LMC Acquisition of up to $5.8 million in cash may be paid in calendar year 2027 upon the retention of the top two customers.
In addition, our material cash requirements for other obligations, for which we cannot reasonably estimate future payments, include the
following:
•
Multiemployer Benefit Plans – In addition to our company sponsored benefit plans, we participate in certain multiemployer pension and
other postretirement plans. The cost of these plans is equal to the annual required contributions determined in accordance with the
provisions of negotiated collective bargaining arrangements. During 2025, 2024, and 2023, contributions made to these plans were
$588.0 million, $565.9 million, and $574.6 million, respectively; however, our future contributions to the multiemployer plans are dependent
upon a number of factors, including the funded status of the plans, the ability of other participating companies to meet ongoing funding
obligations, and the level of our ongoing participation in these plans. Amounts of future contributions that we would be contractually
obligated to make pursuant to these plans cannot be reasonably estimated. See Note 13, “Employee Benefit Plans,” in the Financial
Statements for more information.
•
Self-Insurance Obligations – We may make payments for exposures for which we are self-insured, including workers’ compensation,
general liability, automobile liability, property damage, and other insurable risks. At October 31, 2025, our self-insurance reserves, net of
recoverables, were $558.6 million. As these obligations do not have scheduled maturities, we are unable to make a reliable estimate of the
amount or timing of cash that may be required to settle these matters. See Note 11, “Insurance,” in the Financial Statements for further
detail.
•
Unrecognized Tax Benefits – At October 31, 2025, our total liability for unrecognized tax benefits was $8.0 million. The resolution or
settlement of these tax positions with the taxing authorities is subject to significant uncertainty, and therefore we are unable to make a
reliable estimate of the amount or timing of cash that may be required to settle these matters. In addition, certain of these matters may not
require cash settlements due to the utilization of credits and net operating loss carryforwards as well as other offsets, including the indirect
benefit from other taxing jurisdictions that may be available.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements other than unrecorded standby letters of credit and surety bonds. We use letters of credit and
surety bonds in the ordinary course of business to ensure the performance of contractual obligations and to collateralize self-insurance obligations
in the event we are unable to meet our claim payment obligations. As we already have reserves on our books for the claims costs, these do not
represent additional liabilities. The surety bonds typically remain in force for one to five years and may include optional renewal periods. As of
October 31, 2025, these letters of credit totaled $23.5 million, and surety bonds and surety-backed letters of credit totaled $1,026.6 million,
respectively. Neither of these arrangements has a material current effect, or is reasonably likely to have a material future effect, on our financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.
35
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in accordance with United States generally accepted accounting principles (“U.S.
GAAP”) requires our management to make certain estimates that affect the reported amounts. We base our estimates on historical experience,
known or expected trends, independent valuations, and various other assumptions that we believe to be reasonable under the circumstances. As
future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. There have been
no significant changes to our critical accounting policies and estimates for the year ended October 31, 2025. We believe the following critical
accounting policies govern the more significant judgments and estimates used in the preparation of our Financial Statements.
36
Description
Judgments and Uncertainties
Effect if Actual Results Differ from Assumptions
Valuation of Long-Lived Assets
We evaluate our fixed assets and
amortizable intangible assets for
impairment whenever events or changes
in circumstances indicate that the
carrying amount of such assets may not
be recoverable. These events and
circumstances include, but are not
limited to: higher than expected attrition
for customer relationships; a current
expectation that a long-lived asset will
be disposed of significantly before the
end of its previously estimated useful
life, such as when we classify a
business as held for sale; a significant
adverse change in the extent or manner
in which we use a long-lived asset; or a
change in the physical condition of a
long-lived asset. Undiscounted cash
flow analyses are used to determine if
impairment exists; if impairment is
determined to exist, the loss is
calculated based on estimated fair
value. Goodwill is not amortized but
rather tested at least annually for
impairment or more often if events or
changes in circumstances indicate it is
more likely than not that the carrying
amount of the asset may not be
recoverable. Goodwill is tested for
impairment at the reporting unit level,
which represents an operating segment
or a component of an operating
segment. Goodwill is tested for
impairment by either performing a
qualitative evaluation or a quantitative
test. The qualitative evaluation is an
assessment of factors to determine
whether it is more likely than not that the
fair value of a reporting unit is less than
its carrying amount, including goodwill.
We may elect not to perform the
qualitative assessment for some or all of
our reporting units and instead perform
a quantitative impairment test.
Our impairment evaluations require us to apply
judgment in determining whether a triggering
event has occurred, including the evaluation of
whether it is more likely than not that a long-
lived asset will be disposed of significantly
before the end of its previously estimated useful
life. Incorrect estimation of useful lives may
result in inaccurate depreciation and
amortization charges over future periods leading
to future impairment.
Our impairment loss calculations contain
uncertainties because they require management
to make assumptions and to apply judgment to
estimate future cash flows and asset fair values,
including forecasting useful lives of the assets
and selecting the discount rate that reflects the
risk inherent in future cash flows.
We estimate the fair value of each reporting unit
using a combination of the income approach and
the market approach.
The income approach incorporates the use of a
discounted cash flow method in which the
estimated future cash flows and terminal value
are calculated for each reporting unit and then
discounted to present value using an
appropriate discount rate.
The valuation of our reporting units requires
significant judgment in evaluation of recent
indicators of market activity and estimated future
cash flows, discount rates, and other factors.
Our impairment analyses contain inherent
uncertainties due to uncontrollable events that
could positively or negatively impact anticipated
future economic and operating conditions.
In making these estimates, the weighted-
average cost of capital is utilized to calculate the
present value of future cash flows and terminal
value. Many variables go into estimating future
cash flows, including estimates of our future
revenue growth and operating results. When
estimating our projected revenue growth and
future operating results, we consider industry
trends, economic data, and our competitive
advantage.
The market approach estimates fair value of a
reporting unit by using market comparables for
reasonably similar public companies.
During the last three years, we have not made any changes in the accou
methodology used to evaluate the impairment of long-lived assets or to
estimate the useful lives of our long-lived assets. Additionally, we have n
made any changes in the accounting methodology used to evaluate imp
of goodwill during the last three years.
At October 31, 2025, we had $2.6 billion of goodwill. Our goodwill is inclu
the following segments:
$1.1 billion — B&I
$502.2 million — M&D
$459.3 million — Education
$69.6 million — Aviation
$461.4 million — Technical Solutions
A goodwill impairment analysis was performed for each of our reporting
on August 1, 2025. Based on these studies, the implied fair value of eac
reporting units was substantially in excess of its carrying value. Therefor
concluded there were no indicators of impairment. A 10% decrease in th
estimated fair value of any of our reporting units would not have resulted
different conclusion.
37
Description
Judgments and Uncertainties
Effect if Actual Results Differ from Assumptions
Insurance Reserves
We use a combination of insured and self-
insurance programs to cover workers’
compensation, general liability, automobile
liability, property damage, and other insurable
risks.
Insurance claim liabilities represent our
estimate of retained risks without regard to
insurance coverage. We retain a substantial
portion of the risk related to certain workers’
compensation and medical claims. Liabilities
associated with these losses include
estimates of both claims filed and incurred
but not reported (“IBNR”) Claims.
With the assistance of third-party actuaries,
we periodically review our estimate of
ultimate losses for IBNR Claims and adjust
our required self-insurance reserves as
appropriate. As part of this evaluation, we
review the status of existing and new claim
reserves as established by our third-party
claims administrators.
The third-party claims administrators
establish the case reserves based upon
known factors related to the type and severity
of the claims, demographic data, legislative
matters, and case law, as appropriate.
We compare actual trends to expected trends
and monitor claims development.
The specific case reserves estimated by the
third-party administrators are provided to an
actuary who assists us in projecting an
actuarial estimate of the overall ultimate
losses for our self-insured or high deductible
programs. The projection includes the case
reserves plus an actuarial estimate of
reserves required for additional
developments, including IBNR Claims.
We utilize the results of actuarial studies to
estimate our insurance rates and insurance
reserves for future periods and to adjust
reserves, if appropriate, for prior years.
Our self-insurance liabilities contain
uncertainties due to assumptions required
and judgment used.
Costs to settle our obligations, including legal
and healthcare costs, could fluctuate and
cause estimates of our self-insurance
liabilities to change.
Incident rates, including frequency and
severity, could fluctuate and cause the
estimates in our self-insurance liabilities to
change.
These estimates are subject to: changes in
the regulatory environment; fluctuations in
projected exposures, including payroll,
revenues, and the number of vehicle units;
and the frequency, lag, and severity of
claims.
The full extent of certain claims, especially
workers’ compensation and general liability
claims, may not be fully determined for
several years.
In addition, if the reserves related to self-
insurance or high deductible programs from
acquired businesses are not adequate to
cover damages resulting from future
accidents or other incidents, we may be
exposed to substantial losses arising from
future claim developments.
We have not made any changes in the accounting methodology
used to establish our self-insurance liabilities during the past three
years.
After analyzing recent loss development patterns, comparing the
loss development patterns against benchmarks, and applying
actuarial projection methods to estimate the ultimate losses, we
increased our total reserves related to prior years for known claims
as well as our estimate of the loss amounts associated with IBNR
Claims during 2025 by $23.3 million. In 2024, we increased our
total reserves related to prior years claims by $20.3 million.
It is possible that actual results could differ from recorded self-
insurance liabilities. Our insurance claims liabilities as of October
31, 2025, amounted to $660.1 million. A 10% change in our
projected ultimate losses would have affected net income by
approximately $40.4 million for 2025.
38
Accounting Pronouncements
Accounting
Standard
Updates
Topic
Summary
Effective Date/
Method of Adoption
2023-09
Income Taxes (Topic 740):
Improvements to Income Tax
Disclosures
This ASU, issued in December 2023, is intended to enhance the transparency
and decision usefulness of income tax disclosures. The amendments in this
ASU address investor requests for enhanced income tax information primarily
through changes to the rate reconciliation and income taxes paid information.
We are currently evaluating the impact of implementing this guidance on our
financial statements.
This ASU is effective for fiscal
years beginning after December
15, 2024, with early adoption
permitted.
2024-03
Income Statement —
Reporting Comprehensive
Income — Expense
Disaggregation Disclosures
(Subtopic 220-40):
Disaggregation of Income
Statement Expenses
This ASU, issued in November 2024, is intended to improve financial reporting
by requiring public entities to disclose additional information about specific
expense categories in the notes to the financial statements at interim and
annual reporting periods. We are currently evaluating the impact of
implementing this guidance on our financial statements.
This ASU is effective for fiscal
years beginning after December
15, 2026, and interim periods
within fiscal years beginning after
December 15, 2027, with early
adoption permitted.
2025-06
Intangibles — Goodwill and
Other — Internal-Use
Software (Subtopic 350-40):
Targeted Improvements to the
Accounting for Internal-Use
Software
This ASU, issued in September 2025, removes all references to prescriptive
and sequential software development stages (referred to as “project stages”)
throughout Subtopic 350-40 and requires the capitalization of software costs
to begin when 1) management has authorized and committed to funding the
software project and 2) it is probable that the project will be completed and the
software will be used to perform the function intended.
This ASU is effective for fiscal
years beginning after December
15, 2027, and for interim periods
within those annual reporting
periods, with early adoption
permitted.
39
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We have market risk exposure related to interest rates and foreign currency exchange rates. Market risk is measured as the potential
negative impact on earnings, cash flows, or fair values resulting from a hypothetical change in interest rates or foreign currency exchange rates.
Interest Rate Risk
We are primarily exposed to interest rate risk through our variable rate borrowings under our Amended Credit Facility, as further described
in Note 12, “Credit Facility,” in the Financial Statements. Under the Amended Credit Facility, the term loan and U.S.-dollar-denominated borrowings
under the revolving line of credit (“Revolver”) bear interest at a rate equal to one-month of Secured Overnight Financing Rate (“SOFR”) plus a
spread. Euro and sterling-denominated borrowings under the revolver bear at rate equal to the Euro Interbank Offered Rate (“EURIBOR”) and
Sterling Overnight Index Average (“SONIA”) reference rates, respectively, plus a spread. At October 31, 2025, we had total outstanding borrowings
of $1,569.0 million. To limit exposure to upward movements in interest rates associated with our floating-rate, SOFR-based borrowings, we entered
into interest rate swap agreements to fix the interest rates on a portion of our outstanding borrowings. At October 31, 2025, we had interest rate
swaps with an underlying notional amount of $620.0 million and fixed interest rates ranging from 1.72% to 3.81%. Based on our average
borrowings, interest rates, and interest rate swaps in effect at October 31, 2025 and 2024, a 100 basis point increase in SOFR, EURIBOR, and
SONIA would decrease our future earnings and cash flows by $7.5 million and $5.6 million, respectively. As actual interest rate movements over
time are uncertain, our interest rate swaps pose potential interest rate risks if interest rates decrease. As of October 31, 2025, the fair values of our
interest rate swap agreements were an asset of $4.3 million and a liability of $0.1 million.
Foreign Currency Exchange Rate Risk
We are primarily exposed to the impact of foreign exchange rate risk through our UK and Ireland operations where the functional currency
is the British pound sterling (“GBP”) and Euro (“EUR”), respectively. As we intend to remain permanently invested in these foreign operations, we do
not utilize hedging instruments to mitigate foreign currency exchange risks. If we change our intent with respect to such international investment, we
would expect to implement strategies designed to manage those risks in an effort to mitigate the effect of foreign currency fluctuations on our
earnings and cash flows.
40
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
ABM Industries Incorporated:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of ABM Industries Incorporated and subsidiaries (the Company) as of October 31,
2025 and 2024, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the
three-year period ended October 31, 2025, and the related notes and financial statement schedule II (collectively, the consolidated financial
statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of
October 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended October 31,
2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Company’s internal control over financial reporting as of October 31, 2025, based on criteria established in Internal Control – Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated December 19, 2025 expressed an
unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was
communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the
consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical
audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the
critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of self-insurance liabilities
As discussed in Notes 2 and 11 to the consolidated financial statements, the Company uses a combination of insured and self-insurance
programs to cover insurable risks. The balance of casualty program insurance reserves as of October 31,
41
2025, amounted to $649.5 million, a portion of which related to workers’ compensation and general liability self-insurance liabilities. The
Company engages actuaries to estimate its self-insurance liabilities at least annually.
We identified the evaluation of certain workers’ compensation and general liability self-insurance liabilities as a critical audit matter because
it involves a high degree of judgment and actuarial expertise to assess: (1) the application of actuarial models used and (2) estimated
incurred but not reported claims based on application of loss development factors to historical claims experience.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the
operating effectiveness of certain internal controls over the Company’s self-insurance liability process, including controls related to (1)
evaluation of claims information sent to the actuary, (2) estimation of incurred but not reported claims based on the application of loss
development factors to historical claims experience, and (3) evaluation of the actuarial report and the external actuarial specialist’s
qualifications and competency. We evaluated the Company’s historical ability to estimate self-insurance liabilities by comparing the prior
year recorded amounts to the subsequent claim development. We tested a sample of the claims data utilized by the Company’s actuaries
by comparing it to underlying claims details; and involved an actuarial professional with specialized skills and knowledge who assisted in
the:
•
assessment of the application of the actuarial models used by the Company for consistency with generally accepted actuarial
standards and
•
development of an actuarial estimate of self-insurance liabilities based on the Company’s underlying historical paid and incurred
loss data for comparison with the liabilities recorded by the Company.
/s/ KPMG LLP
We have served as the Company’s auditor since 1980.
New York, New York
December 19, 2025
42
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
ABM Industries Incorporated:
Opinion on Internal Control Over Financial Reporting
We have audited ABM Industries Incorporated and subsidiaries’ (the Company) internal control over financial reporting as of October 31, 2025,
based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
October 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated balance sheets of the Company as of October 31, 2025 and 2024, the related consolidated statements of comprehensive income,
stockholders’ equity, and cash flows for each of the years in the three-year period ended October 31, 2025, and the related notes and financial
statement schedule II (collectively, the consolidated financial statements), and our report dated December 19, 2025 expressed an unqualified
opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial
Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
43
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
New York, New York
December 19, 2025
44
ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
October 31,
(in millions, except share and per share amounts)
2025
2024
ASSETS
Current assets
Cash and cash equivalents
$
104.1
$
64.6
Trade accounts receivable, net of allowances of $25.5 and $22.8 at
October 31, 2025 and 2024, respectively
1,471.1
1,384.1
Costs incurred in excess of amounts billed
193.7
162.1
Prepaid expenses
91.2
103.2
Other current assets
78.6
74.8
Total current assets
1,938.7
1,788.7
Other investments
48.6
30.8
Property, plant and equipment, net of accumulated depreciation of $379.8 and
$351.3 at October 31, 2025 and 2024, respectively
177.2
150.7
Right-of-use assets
95.1
101.2
Other intangible assets, net of accumulated amortization of $532.2 and
$479.3 at October 31, 2025 and 2024, respectively
243.2
282.4
Goodwill
2,591.1
2,575.9
Other noncurrent assets
175.5
167.5
Total assets
$
5,269.5
$
5,097.2
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of debt, net
$
29.4
$
31.6
Trade accounts payable
401.2
324.3
Accrued compensation
195.0
295.6
Accrued taxes—other than income
48.1
56.2
Deferred revenue
74.7
63.7
Insurance claims
200.8
197.5
Income taxes payable
4.0
4.8
Current portion of lease liabilities
28.2
26.6
Other accrued liabilities
324.1
348.2
Total current liabilities
1,305.7
1,348.4
Long-term debt, net
1,537.1
1,302.2
Long-term lease liabilities
83.7
92.0
Deferred income tax liability, net
39.9
60.2
Noncurrent insurance claims
459.3
421.8
Other noncurrent liabilities
54.3
86.8
Noncurrent income taxes payable
3.9
3.8
Total liabilities
3,483.8
3,315.2
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;
60,176,611 and 62,196,665 shares issued and outstanding at
October 31, 2025 and 2024, respectively
0.6
0.6
Additional paid-in capital
437.4
527.4
Accumulated other comprehensive loss, net of taxes
(20.5)
(19.1)
Retained earnings
1,368.1
1,272.9
Total stockholders’ equity
1,785.6
1,781.9
Total liabilities and stockholders’ equity
$
5,269.5
$
5,097.2
See accompanying Notes to consolidated financial statements.
45
ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended October 31,
(in millions, except per share amounts)
2025
2024
2023
Revenues
$
8,745.9
$
8,359.4
$
8,096.4
Operating expenses
7,670.8
7,325.9
7,037.6
Selling, general and administrative expenses
697.4
765.3
572.8
Restructuring and related expenses
13.4
—
—
Amortization of intangible assets
52.5
56.1
76.5
Operating profit
311.7
212.0
409.5
Income from unconsolidated affiliates
4.6
6.5
3.9
Interest expense
(96.4)
(85.0)
(82.3)
Income before income taxes
219.9
133.6
331.1
Income tax provision
(57.6)
(52.2)
(79.7)
Net income
162.4
81.4
251.3
Other comprehensive (loss)/income
Interest rate swaps
(9.3)
(22.9)
(0.5)
Foreign currency translation and other
5.5
6.8
7.3
Income tax provision
2.4
6.3
0.1
Comprehensive income
$
161.0
$
71.6
$
258.1
Net income per common share
Basic
$
2.61
$
1.29
$
3.81
Diluted
2.59
1.28
3.79
Weighted-average common and common equivalent shares outstanding
Basic
62.3
63.2
66.0
Diluted
62.7
63.6
66.3
See accompanying Notes to consolidated financial statements.
46
ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Years Ended October 31,
2025
2024
2023
(in millions, except per share amounts)
Shares
Amount
Shares
Amount
Shares
Amount
Common Stock
Balance, beginning of year
62.2
$
0.6
62.8
$
0.6
65.5
$
0.7
Stock issued under employee stock purchase and share-based
compensation plans
0.5
—
0.5
—
0.6
—
Repurchase of common stock, including excise taxes
(2.6)
—
(1.2)
—
(3.3)
(0.1)
Balance, end of year
60.2
0.6
62.2
0.6
62.8
0.6
Additional Paid-in Capital
Balance, beginning of year
527.4
558.9
675.5
Taxes withheld under employee stock purchase and share-based
compensation plans, net
(5.8)
(5.5)
(9.0)
Share-based compensation expense
38.0
30.0
30.5
Repurchase of common stock, including excise taxes
(122.2)
(56.1)
(138.1)
Balance, end of year
437.4
527.4
558.9
Accumulated Other Comprehensive Loss, Net of Taxes
Balance, beginning of year
(19.1)
(9.2)
(16.2)
Other comprehensive (loss)/income
(1.4)
(9.8)
6.9
Balance, end of year
(20.5)
(19.1)
(9.2)
Retained Earnings
Balance, beginning of year
1,272.9
1,249.6
1,057.2
Net income
162.4
81.4
251.3
Dividends
Common stock ($1.06, $0.90, and $0.88 per share)
(65.6)
(56.5)
(57.5)
Stock issued under share-based compensation plans
(1.6)
(1.5)
(1.5)
Balance, end of year
1,368.1
1,272.9
1,249.6
Total Stockholders’ Equity
$
1,785.6
$
1,781.9
$
1,799.9
See accompanying Notes to consolidated financial statements.
47
ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended October 31,
(in millions)
2025
2024
2023
Cash flows from operating activities
Net income
$
162.4
$
81.4
$
251.3
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation and amortization
105.6
106.6
120.7
Deferred income taxes
(21.9)
(24.7)
(4.9)
Share-based compensation expense
38.0
30.0
30.5
Provision for bad debt
6.7
8.8
3.0
Discount accretion on insurance claims
0.7
0.6
0.4
Impairment of assets
4.0
—
—
Loss on sale of assets
(0.2)
(0.6)
(0.1)
Income from unconsolidated affiliates
(4.6)
(6.5)
(3.9)
Distributions from unconsolidated affiliates
5.5
4.6
1.9
Change in fair value of contingent consideration
(1.6)
95.7
(45.6)
Changes in operating assets and liabilities, net of effects of acquisitions
Trade accounts receivable and costs incurred in excess of amounts billed
(109.8)
(32.6)
(152.7)
Prepaid expenses and other current assets
23.8
(40.4)
(7.4)
Right-of-use assets
5.7
12.7
1.8
Other noncurrent assets
(17.4)
(34.0)
33.8
Trade accounts payable and other accrued liabilities
53.1
(10.9)
(3.8)
Long-term lease liabilities
(8.3)
(7.3)
(5.7)
Insurance claims
40.0
54.3
5.0
Income taxes payable
(9.2)
(6.8)
15.1
Other noncurrent liabilities
(38.1)
(4.2)
3.8
Total adjustments
72.0
145.3
(8.0)
Net cash provided by operating activities
234.4
226.7
243.3
Cash flows from investing activities
Additions to property, plant and equipment
(79.3)
(59.4)
(52.6)
Proceeds from sale of assets
0.4
1.8
2.9
Purchase of businesses, net of cash acquired, and equity securities
(36.7)
(114.3)
(12.4)
Net cash used in investing activities
(115.6)
(171.9)
(62.1)
Cash flows from financing activities
Taxes withheld from issuance of share-based compensation awards, net
(7.4)
(7.0)
(10.5)
Repurchases of common stock, including excise taxes
(122.2)
(56.1)
(138.1)
Dividends paid
(65.6)
(56.5)
(57.5)
Deferred financing costs paid
(8.0)
—
—
Borrowings from debt
1,846.8
1,334.0
1,178.5
Repayment of borrowings from debt
(1,613.0)
(1,312.5)
(1,136.0)
Changes in book cash overdrafts
(47.2)
40.7
(20.3)
Financing of energy savings performance contracts
—
—
0.5
Repayment of finance lease obligations
(4.5)
(4.2)
(3.0)
Cash paid to settle the contingent consideration liability
(59.0)
—
—
Net cash used in financing activities
(80.2)
(61.5)
(186.3)
Effect of exchange rate changes on cash and cash equivalents
0.9
1.8
1.6
Net increase (decrease) in cash and cash equivalents
39.5
(4.9)
(3.5)
Cash and cash equivalents at beginning of year
64.6
69.5
73.0
Cash and cash equivalents at end of year
$
104.1
$
64.6
$
69.5
48
ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
Years Ended October 31,
(in millions)
2025
2024
2023
Supplemental cash flow information
Income tax payments, net
$
88.2
$
83.2
$
69.1
Interest paid on credit facility
99.8
98.5
89.4
See accompanying Notes to consolidated financial statements.
49
ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. THE COMPANY AND NATURE OF OPERATIONS
ABM is a leading provider of integrated facility services with a mission to make a difference, every person, every day. We are organized
into four industry groups and one Technical Solutions segment:
Through these groups, we offer janitorial, facilities engineering, parking, and specialized mechanical and electrical technical solutions, on a
standalone basis or in combination with other services.
2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”)
and with the rules and regulations of the SEC, specifically Regulation S-X and the instructions to Form 10-K. Unless otherwise indicated, all
references to years are to our fiscal year, which ends on October 31.
The Financial Statements include the accounts of ABM and all of our consolidated subsidiaries. We account for ABM’s investments in
unconsolidated affiliates under the equity method of accounting. We include the results of acquired businesses in the Consolidated Statements of
Comprehensive Income from their respective acquisition dates. All intercompany accounts and transactions have been eliminated in consolidation.
The preparation of consolidated financial statements in accordance with U.S. GAAP requires our management to make certain estimates
that affect reported amounts. We base our estimates on historical experience, known or expected trends, independent valuations, and various other
assumptions that we believe to be reasonable under the circumstances. As future events and their effects cannot be determined with precision,
actual results could differ significantly from these estimates.
We round amounts in the Financial Statements to millions and calculate all percentages and per-share data from the underlying whole-
dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding.
Cash and Cash Equivalents
We consider all highly liquid securities with an original maturity of three months or less to be cash and cash equivalents. As part of our cash
management system, we use “zero balance” accounts to fund our disbursements. Under this system, at the end of each day the bank balance is
zero, while the book balance is usually a negative amount due to reconciling items, such as outstanding checks. We report the changes in these
book cash overdrafts as cash flows from financing activities.
Trade Accounts Receivable and Costs Incurred in Excess of Amounts Billed
Trade accounts receivable arise from services provided to our clients and are usually due and payable on varying terms from receipt of the
invoice to net 60 days, with the exception of certain Technical Solutions project receivables that may have longer collection periods. These
receivables are recorded at the invoiced amount and normally do not bear interest. In addition, our trade accounts receivable include unbilled
receivables, such as invoices for services that have been provided but are not yet billed.
Costs incurred in excess of amounts billed arise from Technical Solutions project contracts that typically provide for a schedule of billings or
invoices to the client based on our performance to date of specific tasks inherent
50
in the fulfillment of our performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are
incurred. As a result, revenues generally differ from amounts that can be billed or invoiced to the client at any point during the contract.
Allowance for Doubtful Accounts
We determine the allowance for doubtful accounts based on historical write-offs, known or expected trends, and the identification of specific
balances deemed uncollectible. For the specifically identified balances, we establish the reserve upon the earlier of a client’s inability to meet its
financial obligations or after a period of 12 months, unless our management believes such amounts will ultimately be collectible.
Sales Allowance
In connection with our service contracts, we periodically issue credit memos to our clients that are recorded as a reduction in revenues and
an increase to the allowance for billing adjustments. These credits can result from client vacancy discounts, job cancellations, property damage, and
other items. We estimate our potential future losses on these client receivables based on an analysis of the historical rate of sales adjustments
(credit memos, net of re-bills) and known or expected trends.
Other Current Assets
At October 31, 2025 and 2024, other current assets primarily consisted of other receivables, short-term insurance recoverables, capitalized
commissions and interest rate swaps assets.
Other Investments
At October 31, 2025 and 2024, other investments primarily consisted of preferred equity investments and investments in unconsolidated
affiliates and were $48.6 million and $30.8 million, respectively. We did not recognize any impairment charges on these investments in 2025, 2024,
or 2023.
Property, Plant and Equipment
We record property, plant and equipment at cost. Repairs and maintenance expenditures are expensed as incurred. In contrast, we
capitalize major renewals or replacements that substantially extend the useful life of an asset. We determine depreciation for financial reporting
purposes using the straight-line method over the following estimated useful lives:
Category
Years
Computer equipment and software
3–7
Machinery and other equipment
3–5
Transportation equipment
1.5–10
Buildings
10–40
Furniture and fixtures
5
In addition, we depreciate assets under finance leases and leasehold improvements over the shorter of their estimated useful lives or the
remaining lease term. Upon retirement or sale of an asset, we remove the cost and accumulated depreciation from our Consolidated Balance
Sheets. When applicable, we record corresponding gains or losses within the accompanying Consolidated Statements of Comprehensive Income.
Leases
We account for our leases in accordance with ASU 2016-02, Leases (Topic 842). Topic 842 requires lessees to recognize substantially all
leases on their balance sheet as a right-of-use (“ROU”) asset and a lease liability. We made the accounting policy election to not recognize leases
with an initial term of 12 months or less on the balance sheet and will expense payments for such leases on a straight-line basis over the lease
term. We also elected to not separate lease components from non-lease components.
We enter into various noncancelable lease agreements for office space, parking facilities, warehouses, vehicles, and equipment used in the
normal course of business. We determine if an arrangement is a lease at inception and begin recording lease activity at the commencement date.
ROU assets and lease liabilities are
51
recognized based on the present value of lease payments over the lease term with lease expense recognized on a straight-line basis. The present
value of future lease payments is determined using our incremental borrowing rate (“IBR”) unless the implicit rate in the lease is readily
determinable. Our IBR is equal to our rate of interest adjusted for term differences. This IBR is applied to the minimum lease payments within each
lease agreement to determine the amounts of our ROU assets and lease liabilities.
Our lease terms range from one to 16 years. Some leases include options to renew or extend. We typically include extension options in a
lease term when it is reasonably certain that we will exercise that option and when doing so is at our sole discretion. Certain equipment and vehicle
leases may also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the
expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Typically, if we decide to cancel or
terminate a lease before the end of its term, then we would owe the lessor the remaining lease payments under the term of such lease. Our lease
agreements generally do not contain any material residual value guarantees or material restrictive covenants. We may rent or sublease certain real
estate assets that we no longer use to third parties.
Lease agreements may contain rent escalation clauses, rent holidays, or certain landlord incentives, including tenant improvement
allowances. ROU assets include amounts for scheduled rent increases and are reduced by lease incentive amounts.
Certain of our lease agreements include variable rent payments consisting primarily of rental payments adjusted periodically for inflation,
maintenance, and utilities. These costs are expensed as incurred. Certain of our parking arrangements also contain variable rent payments that are
a percentage of parking services revenue based on contractual levels. We record contingent rent as it becomes probable that specified targets will
be met. Variable rent lease components are not included in the lease liability.
Service concession arrangements within the scope of ASU No. 2017-10, Service Concession Arrangements (Topic 853): Determining the
Customer of the Operation Services, are excluded from the scope of Topic 842. Rent expenses associated with these arrangements are recorded
as a reduction of revenues. See Note 4, “Revenues,” for further discussion.
Goodwill and Other Intangible Assets
Goodwill represents the excess purchase price of acquired businesses over the fair value of the assets acquired and liabilities assumed.
We have elected to make the first day of our fourth quarter, August 1, the annual impairment assessment date for goodwill. However, we could be
required to evaluate the recoverability of goodwill more often if impairment indicators exist. Goodwill is tested for impairment at a “reporting unit”
level by performing either a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether
it is more likely than not that the fair value of a reporting unit is less than its carrying amount. We may elect not to perform the qualitative
assessment for some or all reporting units and instead perform a quantitative test under which we estimate the fair value using a weighting of fair
values derived from an income approach and a market approach. The discounted estimates of future cash flows include significant management
assumptions, such as revenue growth rates, operating margins, weighted average cost of capital, and future economic and market conditions.
Other intangible assets primarily consist of acquired customer contracts and relationships that are amortized using the sum-of-the-years’-
digits method over their useful lives, consistent with the estimated useful life considerations used in the determination of their fair values. This
accelerated method of amortization reflects the pattern in which the economic benefits from the intangible assets of customer contracts and
relationships are expected to be realized. We amortize other non-customer acquired intangibles using a straight-line method of amortization. We
evaluate other intangible assets, as well as our long-lived assets, for impairment whenever events or changes in circumstances indicate that the
carrying amount of such assets may not be recoverable. When this occurs, a recoverability test is performed that compares the projected
undiscounted cash flows from the use and eventual disposition of an asset or asset group to its carrying amount. If the projected undiscounted cash
flows are less than the carrying amount, then we calculate an impairment loss. The impairment loss calculation compares the fair value, which is
based on projected discounted cash flows, to the carrying value.
See Note 10, “Goodwill and Other Intangible Assets,” for further information on goodwill, other intangible assets, and impairment charges.
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Other Noncurrent Assets
At October 31, 2025 and 2024, other noncurrent assets primarily consisted of long-term insurance recoverables, cloud computing
arrangements, capitalized commissions, insurance deposits, deferred financing costs related to the Revolver and prepayments to carriers for future
insurance claims.
Fair Value of Financial Instruments
Fair value is the price we would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the
measurement date. In the absence of active markets for identical assets or liabilities, such measurements involve developing assumptions based on
market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a
hypothetical transaction that occurs at the measurement date.
Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions.
Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:
Level 1 – Quoted prices for identical instruments in active markets;
Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not
active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable; and
Level 3 – Significant inputs to the valuation model are unobservable.
We evaluate assets and liabilities subject to fair value measurements on a recurring and nonrecurring basis to determine the appropriate
level at which to classify them for each reporting period. Some nonfinancial assets are measured at fair value on a nonrecurring basis only in certain
circumstances, including the event of impairment. See Note 8, “Fair Value of Financial Instruments,” for the fair value hierarchy table and for details
on how we measure fair value for our assets and liabilities.
Insurance Reserves
We use a combination of insured and self-insurance programs to cover workers’ compensation, general liability, automobile liability, property
damage, and other insurable risks. Insurance claim liabilities represent our estimate of retained risks without regard to insurance coverage. We
retain a substantial portion of the risk related to certain workers’ compensation and medical claims. Liabilities associated with these losses include
estimates of both filed claims and IBNR Claims.
With the assistance of third-party actuaries, we review our estimate of ultimate losses for actual and IBNR Claims on a quarterly basis and
adjust our required self-insurance reserves as appropriate. See Note 11, “Insurance,” for further details on the quarterly review procedures. As part
of this evaluation, we review the status of existing and new claim reserves as established by third-party claims administrators. The third-party claims
administrators establish the case reserves based upon known factors related to the type and severity of the claims, demographic factors, legislative
matters, and case law, as appropriate. We compare actual trends to expected trends and monitor claims developments. The specific case reserves
estimated by the third-party administrators are provided to an actuary who assists us in projecting an actuarial estimate of the overall ultimate losses
for our self-insured or high deductible programs, which includes the case reserves plus an actuarial estimate of reserves required for additional
developments, such as IBNR Claims. We utilize the results of actuarial studies to estimate our insurance rates and insurance reserves for future
periods and to adjust reserves, if appropriate, for prior years.
In general, our insurance reserves are recorded on an undiscounted basis. We allocate current-year insurance expense to our operating
segments based upon their underlying exposures, while actuarial adjustments related to prior year claims are recorded within Corporate expenses.
We classify claims as current or long-term based on the expected settlement date. Estimated insurance recoveries related to recorded liabilities are
reflected as assets in our Consolidated Balance Sheets when we believe the receipt of such amounts is probable.
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Other Accrued Liabilities
At October 31, 2025 and 2024, other accrued liabilities primarily consisted of employee benefits, contract liabilities, ESPC liabilities, the
short-term contingent consideration liability, unclaimed property, dividends payable, and legal fees and settlements.
Other Noncurrent Liabilities
At October 31, 2025 and 2024, other noncurrent liabilities primarily consisted of deferred compensation, long-term finance leases,
retirement plan liabilities, and the long-term contingent consideration liability.
Contracts with Customers
We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms
are identified, the contract has commercial substance, and collectability of consideration is probable. Once a contract is identified, we evaluate
whether it is a combined or single contract and whether it should be accounted for as more than one performance obligation. Generally, most of our
contracts are cancelable by either party without a substantive penalty, and the majority of our contracts have a notification period of 30 to 90 days. If
a contract includes a cancellation clause, the remaining contract term is limited to the required termination notice period.
At contract inception, we assess the services promised to our customers and identify a performance obligation for each promise to transfer
to the customer a service, or a bundle of services, that is distinct. To identify the performance obligation, we consider all of our services promised in
the contract, regardless of whether they are explicitly stated or are implied by customary business practices.
The majority of our contracts contain multiple promises that represent an integrated bundle of services comprised of activities that may vary
over time; however, these activities fulfill a single integrated performance obligation since we perform a continuous service that is substantially the
same and has the same pattern of transfer to the customer. Our performance obligations are primarily satisfied over time as we provide the related
services. We allocate the contract transaction price to this single performance obligation and recognize revenue as the services are performed, as
further described in “Contract Types” below.
Certain arrangements involve variable consideration (primarily per transaction fees, reimbursable expenses, and sales-based royalties). We
do not estimate the variable consideration for these arrangements; rather, we recognize these variable fees in the period they are earned. Some of
our contracts, often related to Airline Services, may also include performance incentives based on variable performance measures that are
ascertained exclusively by future performance and therefore cannot be estimated at contract inception and are recognized as revenue once known
and mutually agreed upon. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative
revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable
consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our
anticipated performance and all information (historical, current, and forecasted) that is reasonably available to us.
We primarily account for our performance obligations under the series guidance, using the as-invoiced practical expedient when applicable.
We apply the as-invoiced practical expedient to record revenue as the services are provided, given the nature of the services provided and the
frequency of billing under the customer contracts. Under this practical expedient, we recognize revenue in an amount that corresponds directly with
the value to the customer of our performance completed to date and for which we have the right to invoice the customer.
We typically bill customers on a monthly basis and have the right to consideration from customers in an amount that corresponds directly
with the performance obligation satisfied to date. The time between completion of the performance obligation and collection of cash is generally 30
to 60 days. Sales-based taxes are excluded from revenue.
Contracts generally can be modified to account for changes in specifications and requirements. We consider contract modifications to exist
when the modification either changes the consideration, creates new performance obligations, or changes the existing scope of the contract and
related performance obligations. Historically, contract modifications have been for services that are not distinct from the existing contract, since we
are providing a bundle of services that are highly interrelated, and are therefore treated as if they were part of that existing contract. Such
modifications are generally accounted for retrospectively as part of the existing contract.
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Contract Types
We have arrangements under various contract types, as described below.
Monthly Fixed-Price
Monthly fixed-price arrangements are contracts in which the client agrees to pay a fixed fee every month over a specified contract term. We
measure progress toward satisfaction of the performance obligation as the services are provided, and revenue is recognized at the agreed-upon
contractual amount over time, because the customer simultaneously receives and consumes the benefits of the services as they are performed.
Square-Foot
Square-foot arrangements are contracts in which the client agrees to pay a fixed fee every month based on the actual square footage
serviced over a specified contract term. We measure progress toward satisfaction of the performance obligation as the services are provided, and
revenue is recognized at the agreed-upon contractual amount over time, because the customer simultaneously receives and consumes the benefits
of the services as they are performed.
Cost-Plus
Cost-plus arrangements are contracts in which the clients reimburse us for the agreed-upon amount of wages and benefits, payroll taxes,
insurance charges, and other expenses associated with the contracted work, plus a profit margin. We measure progress toward satisfaction of the
performance obligation as the services are provided, and revenue is recognized at the agreed-upon contractual amount over time, because the
customer simultaneously receives and consumes the benefits of the services as they are performed.
Work Orders
Work orders generally consist of supplemental services requested by clients outside of the standard service specification and include
cleanup after tenant moves, construction cleanup, flood cleanup, and snow removal. The nature of these short-term contracts involves performing
one-off type services, and revenue is recognized at the agreed-upon contractual amount over time as the services are provided, because the
customer simultaneously receives and consumes the benefits of the services as they are performed.
Transaction-Price
Transaction-price contracts are arrangements in which customers are billed a fixed price for each transaction performed on a monthly basis
(e.g., wheelchair passengers served, airplane cabins cleaned). We measure progress toward satisfaction of the performance obligation as the
services are provided, and revenue is recognized at the agreed-upon contractual amount over time, because the customer simultaneously receives
and consumes the benefits of the services as they are performed.
Hourly
Hourly arrangements are contracts in which the client is billed a fixed hourly rate for each labor hour provided. We measure progress
toward satisfaction of the performance obligation as the services are provided, and revenue is recognized at the agreed-upon contractual amount
over time, because the customer simultaneously receives and consumes the benefits of the services as they are performed.
Management Reimbursement
Under management reimbursement arrangements, we manage a parking facility for a management fee and pass through the revenue and
expenses associated with the facility to the owner. We measure progress toward satisfaction of the performance obligation over time as the services
are provided. Under these contracts we recognize both revenues and expenses, in equal amounts, that are directly reimbursed from the property
owner for operating expenses, as such expenses are incurred. Such revenues do not include gross customer collections at the managed locations,
because they belong to the property owners. We have determined we are the principal in these transactions, because the nature of our
performance obligation is for us to provide the services on behalf of the customer, and we have control of the promised services before they are
transferred to the customer.
Management reimbursement revenue was $342.1 million, $318.2 million, and $302.3 million during 2025, 2024, and 2023, respectively.
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Leased Location
Under leased location parking arrangements, we pay a fixed amount of rent, plus a percentage of revenues derived from monthly and
transient parkers, to the property owner. We retain all revenues received, and we are responsible for most operating expenses incurred. We
measure progress toward satisfaction of the performance obligation as the services are provided, and revenue is recognized over time, because the
customer simultaneously receives and consumes the benefits of the services as they are performed.
Rental expense and certain other expenses under contracts that meet the definition of service concession arrangements are recorded as a
reduction of revenue.
Allowance
Under allowance parking arrangements, we are paid a fixed amount or hourly rate to provide parking services, and we are responsible for
certain operating expenses that are specified in the contract. We measure progress toward satisfaction of the performance obligation as the
services are provided, and revenue is recognized at the agreed-upon contractual rate over time, because the customer simultaneously receives and
consumes the benefits of the services as they are performed.
Energy Savings Contracts and Fixed-Price Repair and Refurbishment
Under energy savings contracts and fixed-price repair and refurbishment arrangements, we agree to develop, design, engineer, and
construct a project. Additionally, as part of bundled energy solutions arrangements, we guarantee the project will satisfy agreed-upon performance
standards.
We use the cost-to-cost method, which compares the actual costs incurred to date with the current estimate of total costs to complete, to
measure the satisfaction of the performance obligation and recognize revenue as work progresses and we incur costs on our contracts; we believe
this method best reflects the transfer of control to the customer. This measurement and comparison process requires updates to the estimate of
total costs to complete the contract, and these updates may include subjective assessments and judgments. Equipment purchased for these
projects is project-specific and considered a value-added element to our work. Equipment costs are incurred when the title is transferred to us,
typically upon delivery to the work site. Revenue for uninstalled equipment is recognized at cost and the associated margin is deferred until
installation is substantially complete.
We recognize revenue over time for all of our services as we perform them, because (i) control continuously transfers to the customer as
work progresses, or (ii) we have the right to bill the customer as costs are incurred. The customer typically controls the work in process, as
evidenced either by contractual termination clauses or by our rights to payment for work performed to date plus a reasonable profit to deliver
products or services that do not have an alternative use to us.
Certain project contracts include a schedule of billings or invoices to the customer based on our job-to-date percentage of completion of
specific tasks inherent in the fulfillment of our performance obligation(s) or in accordance with a fixed billing schedule. Fixed billing schedules may
not precisely match the actual costs incurred. Therefore, revenue recognized may differ from amounts that can be billed or invoiced to the customer
at any point during the contract, resulting in balances that are considered revenue recognized in excess of amounts billed or amounts billed in
excess of revenue recognized. Advanced payments from our customers generally do not represent a significant financing component as the
payments are used to meet working capital demands that can be higher in the early stages of a contract, as well as to protect us from our customer
failing to meet its obligations under the contract.
Certain projects include service maintenance agreements under which existing systems are repaired and maintained for a specific period of
time. We generally recognize revenue under these arrangements over time. Our service maintenance agreements are generally one-year
renewable agreements.
Franchise
We franchise certain engineering services through individual and area franchises under the Linc Service and TEGG brands, which are part
of ABM Technical Solutions. Initial franchise fees result from the sale of a franchise license and include the use of the name, trademarks, and
proprietary methods. The franchise license is considered symbolic intellectual property, and revenue related to the sale of this right is recognized at
the agreed-upon contractual amount over the term of the initial franchise agreement.
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Royalty fee revenue consists of sales-based royalties received as part of the consideration for the franchise right, which is calculated as a
percentage of the franchisees’ revenue. We recognize royalty fee revenue at the agreed-upon contractual rates over time as the customer revenue
is generated by the franchisees. A receivable is recognized for an estimate of the unreported royalty fees, which are reported and remitted to us in
arrears.
Microgrid Systems and Uninterrupted Power Supply Systems Installation
We provide electrical contracting services for energy related products such as the installation of solar solutions, battery storage, distributed
generation, and other specialized electric trades.
We use the cost-to-cost method, which compares the actual costs incurred to date with the current estimate of total costs to complete, to
measure the satisfaction of the performance obligation and recognize revenue as work progresses and we incur costs on our contracts; we believe
this method best reflects the transfer of control to the customer. This measurement and comparison process requires updates to the estimate of
total costs to complete the contract, and these updates may include subjective assessments and judgments.
Certain projects include service maintenance agreements under which existing systems are repaired and maintained for a specific period of
time. We generally recognize revenue under these arrangements over time. Our service maintenance agreements are generally one-year
renewable agreements.
Costs to Obtain a Contract with a Customer
We capitalize the incremental costs of obtaining a contract with a customer, primarily commissions, as contract assets and recognize the
expense on a straight-line basis over a weighted average expected customer relationship period. Capitalized commissions are classified as current
or noncurrent based on the timing of when we expect to recognize the expense.
Contract Balances
The timing of revenue recognition, billings, and cash collections results in contract assets and contract liabilities, as further explained below.
The timing of revenue recognition may differ from the timing of invoicing to customers. If a contract includes a cancellation clause that allows for the
termination of the contract by either party without a substantive penalty, then the contract term is limited to the termination notice period.
Contract assets primarily consist of billed trade receivables, unbilled trade receivables, and costs incurred in excess of amounts billed.
Billed and unbilled trade receivables represent amounts from work completed in which we have an unconditional right to bill our customer. Costs
incurred in excess of amounts billed typically arise when the revenue recognized on projects exceeds the amount billed to the customer. These
amounts are transferred to billed trade receivables when the rights become unconditional. Contract assets also include the capitalization of
incremental costs of obtaining a contract with a customer, primarily commissions.
Contract liabilities consist of deferred revenue and advance payments and billings in excess of revenue recognized. We generally classify
contract liabilities as current since the related contracts are generally for a period of one year or less. Contract liabilities decrease as we recognize
revenue from the satisfaction of the related performance obligation.
Advertising
Advertising costs are expensed as incurred. During 2025, 2024, and 2023, advertising expense was $11.4 million, $10.9 million, and $8.8
million, respectively.
Share-Based Compensation
Our current share-based awards principally consist of restricted stock units (“RSUs”) and performance share awards. We recognize
compensation costs associated with these awards in selling, general and administrative expenses. For RSUs and performance share awards, the
amount of compensation cost is measured based on the grant-date fair value of the equity instruments issued. Since our total shareholder return
(“TSR”) performance share awards are performance awards with a market condition, the compensation costs associated with these awards are
determined using a Monte Carlo simulation valuation model. For RSUs and TSR performance share awards, compensation cost is recognized over
the period that an employee provides service in exchange for the award. We recognize compensation cost associated with other performance share
awards over the requisite service period based on the probability of achievement of performance criteria.
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Taxes Collected from Clients and Remitted to Governmental Agencies
We record taxes on client transactions due to governmental agencies as receivables and liabilities on the Consolidated Balance Sheets.
Net Income Per Common Share
Basic net income per common share is net income divided by the weighted-average number of common shares outstanding during the
period. Diluted net income per common share is based on the weighted-average number of common shares outstanding during the period, adjusted
to include the potential dilution from the conversion of RSUs, vesting of performance shares, and exercisable stock options.
Contingencies and Litigation
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. We accrue for loss contingencies when losses become
probable and are reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, then
the minimum amount of the range is recorded as a liability. We recognize legal costs as an expense in the period incurred.
Income Taxes
We account for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their
respective tax bases. We measure deferred tax assets and liabilities using enacted tax rates expected to be applied to taxable income in the years
in which those temporary differences are expected to be recovered. Deferred tax assets are reviewed for recoverability on a quarterly basis. A
valuation allowance is recorded to reduce the carrying amount of a deferred tax asset to its realizable value unless it is more likely than not that
such asset will be realized. We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense in our
Consolidated Statements of Comprehensive Income.
Employee Retention Tax Credit
In 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Security Act (the “CARES Act”) to provide certain relief as a result of
the COVID-19 Pandemic. The CARES Act provides tax relief, along with other stimulus measures, including a provision for an Employee Retention
Credit (“ERC”). ERC is a refundable tax credit for employers who kept employees on their payroll during the COVID-19 Pandemic.
During the years ended October 31, 2025, and October 31, 2023, we received and recorded an employee retention credit totaling $1.2
million and $24.0 million, respectively, within the “Selling, general and administrative expenses” on our Consolidated Statements of Comprehensive
Income.
Restructuring and Related Expenses
We may periodically engage in various restructuring activities intended to drive long-term profitable growth and increase operational efficiency,
which can include streamlining and realigning our overall organizational structure and reallocating resources. These activities may result in
restructuring costs related to employee severance, asset impairment charges, and other related costs. Our methodology to record these costs is
described below.
Severance
As we do not have a past history of consistently providing severance benefits, we recognize severance costs for employees who do not have
formal employment agreements when management has committed to a restructuring plan and communicated those actions to impacted employees,
such that the employee is able to determine the type and amount of benefits that they will receive upon termination. For employees with
employment agreements, we accrue for these severance liabilities when it is probable that the impacted employee will be entitled to the benefits
and the amount can be reasonably estimated.
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Noncancelable Leases
When we exit a leased space or enter into a sublease arrangement, we evaluate the ROU asset for impairment in accordance with ASC 360. The
ROU asset is considered impaired if the carrying amount exceeds the estimated future cash flows expected to be generated from the asset,
including any sublease income. If impairment is indicated, the ROU asset is written down to its fair value, which is typically determined using a
discounted cash flow approach. This model incorporates the present value of expected sublease income, remaining lease payments, and any direct
costs associated with exiting or subleasing the space.
Other
For other costs associated with exit and disposal activities, we recognize an expense at fair value in the period in which the liability is incurred.
Recently Adopted Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.
This accounting update improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment
expenses. This ASU requires disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the Chief
Operating Decision Maker, and an amount for other segment items by reportable segment, with a description of its composition. This ASU is
effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early
adoption permitted. We adopted this ASU effective October 31, 2025, on a retrospective basis for all prior periods presented in the financial
statements, with no impact on the Company’s financial position or results of operations, and have updated our segment disclosures to comply with
the updated requirements. See Note 18, “Segment and Geographic Information,” for the expanded segment reporting disclosures.
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, and adopted the rollforward requirement, effective November 1, 2024, on a prospective basis.
We do not participate in any material supplier finance programs and, as such, the adoption of this guidance did not have an impact on our
disclosures.
Recently Issued Accounting Standards
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other (Topic 350): Internal-Use Software (Subtopic 350-40):
Targeted Improvements to the Accounting for Internal-Use Software. This accounting update removes all references to prescriptive and sequential
software development stages (referred to as “project stages”) throughout Subtopic 350-40 and requires the capitalization of software costs to begin
when 1) management has authorized and committed to funding the software project and 2) it is probable that the project will be completed and the
software will be used to perform the function intended. This guidance is effective for fiscal years and interim periods beginning after December 15,
2027, with early adoption permitted. These requirements should be applied using a prospective, modified transition, or retrospective approach. We
are currently evaluating the impact of implementing this guidance on our financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation
Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This accounting update improves financial reporting by requiring
public business entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and
annual reporting periods.This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning
after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of implementing this guidance on our financial
statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure. This accounting
update enhances the transparency and decision usefulness of income tax disclosure. The amendments in this ASU address investor requests for
enhanced income tax information primarily
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through changes to the rate reconciliation and income taxes paid information. This ASU is effective for fiscal years beginning after December 15,
2024, with early adoption permitted. We are currently evaluating the impact of implementing this guidance on our financial statements.
We do not expect any other recently issued accounting pronouncements to have a material impact on our consolidated financial statements
and related disclosures.
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3. ACQUISITIONS
Acquisition of LMC FM
Effective June 1, 2025, we acquired LMC FM Limited (“LMC”), a Dublin-based facilities services company with coverage across Ireland, for
a purchase price of approximately $22.5 million in cash plus the potential of $5.8 million of contingent consideration to be paid in calendar year
2027 upon the retention of the top two customers. The acquisition was accounted for under the acquisition method. Accordingly, the assets acquired
and liabilities assumed were recognized on the date of acquisition at their estimated fair values, with the excess of the purchase price recorded as
goodwill. The goodwill is not deductible for income tax purposes. As of October 31, 2025, we recorded preliminary goodwill and intangibles of $14.7
million and $12.9 million, respectively. The total assets acquired, excluding goodwill and intangibles, and liabilities assumed amounted to $19.8
million and $19.0 million, respectively. The purchase price allocation is subject to adjustments within the measurement period not to exceed one
year from the acquisition date.
The Consolidated Statements of Comprehensive Income for the year ended October 31, 2025, include revenues of $23.0 million
attributable to LMC, which are included in our Technical Solutions segment.
Acquisition of Quality Uptime
Effective June 21, 2024, we acquired Quality Uptime Services, Inc. (“Quality Uptime”), an UPS installation and maintenance company
providing customized preventive and emergency service programs for mission-critical data centers and other facilities, for a net cash purchase price
of $116.3 million. The acquisition was accounted for under the acquisition method. Accordingly, the assets acquired and liabilities assumed were
recognized on the date of acquisition at their estimated fair values, with the excess of the purchase price recorded as goodwill. The goodwill is
amortizable over 15 years for income tax purposes. During the year ended October 31, 2025, we finalized the purchase price allocation for the
Quality Uptime Acquisition, which resulted in immaterial measurement period adjustments to goodwill, and as of October 31, 2025, we recorded
goodwill and intangibles of $77.4 million and $35.2 million, respectively. The total assets acquired, excluding goodwill and intangibles, and liabilities
assumed amounted to $24.0 million and $20.3 million, respectively. Quality Uptime’s operations are included within our Technical Solutions
segment.
Acquisition of RavenVolt
On September 1, 2022, we completed the acquisition of all of the equity interests of RavenVolt, Inc. (“RavenVolt”), a nationwide provider of
advanced turn-key microgrid systems utilized by diversified commercial and industrial customers, national retailers, utilities, and municipalities.
RavenVolt’s operations are included within our Technical Solutions segment. The acquisition was accounted for under the acquisition method.
The purchase price for the acquisition was approximately $170.0 million in cash at closing plus the potential of post-closing contingent
consideration of up to $280.0 million. The estimate of the fair value of the contingent consideration on the date of acquisition was $59.0 million. The
post closing contingent consideration would be payable in cash in calendar years 2024, 2025, and 2026 if RavenVolt’s earnings before interest,
taxes, depreciation, and amortization (“EBITDA”), as defined in the RavenVolt merger agreement, meets or exceeds certain defined targets.
In 2024, defined EBITDA targets were not achieved, and as a result, no contingent consideration payment was made in 2024 for calendar
year 2023. At October 31, 2024, the estimate of the fair value of the contingent consideration was $109.1 million. In the third quarter of 2025, we
made a $75.0 million payment for calendar year 2024, of which $16.0 million was classified as an operating cash outflow.
The maximum contingent consideration that could be payable in 2026 related to the calendar year 2025 target is $130.0 million. 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 the earn-out payment made in 2025.
There was no material change in the fair value of the contingent consideration during the year ended October 31, 2025, and at October 31,
2025, the estimate of the fair value of the remaining contingent consideration is $32.5 million.
61
4. REVENUES
Disaggregation of Revenues
We generate revenues under several types of contracts, which are further described in Note 2, “Basis of Presentation and Significant
Accounting Policies.” Generally, the type of contract is determined by the nature of the services provided by each of our major service lines
throughout our reportable segments; therefore, we disaggregate revenues from contracts with customers into major service lines. We have
determined that disaggregating revenues into these categories best depicts how the nature, amount, timing, and uncertainty of revenues and cash
flows are affected by economic factors. Our reportable segments are B&I, M&D, Education, Aviation, and Technical Solutions, as described in Note
18, “Segment and Geographic Information.”
Year ended October 31, 2025
(in millions)
B&I
M&D
Aviation
Education
Technical
Solutions
Total
Major Service Line
Janitorial
$
2,849.4
$
1,350.5
$
228.1
$
805.0
$
—
$
5,233.1
Aviation Services
—
—
502.6
—
—
502.6
Parking and Transportation
430.3
53.1
335.0
0.4
—
818.8
Facility Solutions
$
3,279.7
$
1,403.6
$
1,065.8
$
805.4
$
—
$
6,554.5
Operations and Maintenance
841.0
213.5
52.9
116.5
—
1,224.0
Building & Energy Solutions
5.3
1.5
—
—
960.6
967.4
Engineering and Infrastructure Solutions
$
846.3
$
215.0
$
52.9
$
116.5
$
960.6
$
2,191.4
Total
$
4,126.0
$
1,618.6
$
1,118.7
$
922.0
$
960.6
$
8,745.9
Year ended October 31, 2024
(in millions)
B&I
M&D
Aviation
Education
Technical
Solutions
Total
Major Service Line
Janitorial
$
2,781.4
$
1,347.0
$
189.0
$
798.7
$
—
$
5,116.1
Aviation Services
—
—
461.8
—
—
461.8
Parking and Transportation
418.9
51.2
334.5
0.4
—
804.9
Facility Solutions
$
3,200.2
$
1,398.2
$
985.3
$
799.1
$
—
$
6,382.8
Operations and Maintenance
858.9
156.1
47.3
105.0
—
1,167.2
Building & Energy Solutions
—
—
—
—
809.3
809.3
Engineering and Infrastructure Solutions
$
858.9
$
156.1
$
47.3
$
105.0
$
809.3
$
1,976.5
Total
$
4,059.1
$
1,554.3
$
1,032.6
$
904.0
$
809.3
$
8,359.4
Janitorial arrangements provide a wide range of essential cleaning services for commercial office buildings, airports and other transportation centers, educational
institutions, government buildings, health facilities, industrial buildings, retail stores, and stadiums and arenas. These arrangements are often structured as
monthly fixed-price, square-foot, cost-plus, and work order contracts.
Aviation 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.
Parking and Transportation 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 related
parking service revenues.
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Operations and Maintenance arrangements provide onsite mechanical engineering and technical services and solutions relating to a broad range of facilities and
infrastructure systems that are designed to extend the useful life of facility fixed assets, improve equipment operating efficiencies, reduce energy consumption,
lower overall operational costs for clients, and enhance the sustainability of client locations. These arrangements are generally structured as monthly fixed-price,
cost-plus, and work order contracts.
Building & Energy Solutions arrangements provide custom energy solutions, including microgrid systems installation, electrical, HVAC, lighting, electric vehicle
charging station installation, uninterrupted power supply services, and other general maintenance and repair services for clients in the public and private sectors
and are generally structured as Energy Savings, Fixed-Price Repair, and Refurbishment contracts. We also franchise certain operations under franchise
agreements relating to our Linc Network and TEGG brands pursuant to franchise contracts.
Remaining Performance Obligations
At October 31, 2025, performance obligations that were unsatisfied or partially unsatisfied for which we expect to recognize revenue totaled
$234.9 million. We expect to recognize revenue on approximately 79% of the remaining performance obligations over the next 12 months, with the
remainder recognized thereafter, based on our estimates of project timing.
These amounts exclude variable consideration primarily related to: (i) contracts where we have determined that the contract consists of a
series of distinct service periods and revenues are based on future performance that cannot be estimated at contract inception; (ii) parking contracts
where we and the customer share the gross revenues or operating profit for the location; and (iii) contracts where transaction prices include
performance incentives that are based on future performance and therefore cannot be estimated at contract inception. We apply the practical
expedient that permits exclusion of information about the remaining performance obligations with original expected durations of one year or less.
Contract Balances
The following tables present the balances in our contract assets and contract liabilities:
As of October 31,
(in millions)
2025
2024
Contract assets
Billed trade receivables
$
1,223.0 $
1,282.9
Unbilled trade receivables
273.6
124.0
Costs incurred in excess of amounts billed
193.7
162.1
Capitalized commissions
32.3
30.8
Included in “Trade accounts receivable, net,” on the Consolidated Balance Sheets.
Included in “Other current assets” and “Other noncurrent assets” on the Consolidated Balance Sheets. During the year ended October 31, 2025, we capitalized
$20.1 million of new costs and amortized $18.6 million of previously capitalized costs. There was no impairment loss recorded on the costs capitalized.
(in millions)
Year Ended
October 31, 2025
Contract liabilities
Balance at beginning of year
$
118.2
Additional contract liabilities
415.0
Recognition of deferred revenue
(384.6)
Balance at end of year
$
148.6
Included in other accrued liabilities and deferred revenue on the Consolidated Balance Sheets.
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63
5. LEASES
The components of lease assets and liabilities and their classification on our Consolidated Balance Sheets were as follows:
As of October 31,
(in millions)
Classification
2025
2024
Lease assets
Operating leases
Right-of-use assets
$
95.1
$
101.2
Finance leases
Property, plant and equipment, net
15.6
20.5
Total lease assets
$
110.7
$
121.7
Lease liabilities
Current liabilities
Operating leases
Current portion of lease liabilities
$
28.2
$
26.6
Finance leases
Other accrued liabilities
3.9
4.5
Noncurrent liabilities
Operating leases
Long-term lease liabilities
83.7
92.0
Finance leases
Other noncurrent liabilities
11.1
15.0
Total lease liabilities
$
126.9
$
138.1
Finance lease assets are recorded net of accumulated amortization of $27.3 million and $23.1 million as of October 31, 2025, and October 31, 2024, respectively.
The components of lease costs and classification within the Consolidated Statements of Comprehensive Income were as follows:
Year Ended October 31,
(in millions)
2025
2024
Operating lease costs:
Operating expenses
$
88.1
$
81.6
Selling, general and administrative expenses
27.9
26.4
Finance lease costs:
Operating expenses
4.9
4.6
Interest expense
1.0
1.1
Total lease costs
$
121.9
$
113.8
Related to certain parking arrangements.
Includes short-term lease costs and variable lease costs.
Includes short-term lease costs.
Represents amortization of leased assets.
Interest on lease liabilities.
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The following table presents information on short-term and variable lease costs:
Year Ended October 31,
(in millions)
2025
2024
Short-term lease costs
$
73.2 $
64.0
Variable lease costs
6.8
6.8
Total short-term and variable lease costs
$
80.0 $
70.8
Sublease income generated during the year ended October 31, 2025, was immaterial.
The amounts of future undiscounted cash flows related to the lease payments over the lease terms and the reconciliation to the present
value of the lease liabilities as recorded on our Consolidated Balance Sheets as of October 31, 2025, are as follows:
(in millions)
Operating
Lease Liabilities
Finance
Lease Liabilities
Total
Fiscal 2026
$
33.4 $
4.7 $
Fiscal 2027
26.7
3.1
Fiscal 2028
20.2
3.1
Fiscal 2029
15.3
3.1
Fiscal 2030
10.9
2.9
Thereafter
24.6
0.2
Total lease payments
131.1
17.3
Less: imputed interest
19.3
2.3
Present value of lease liabilities
$
111.9 $
15.0 $
Future sublease rental income was excluded for the periods shown above as the amounts are immaterial.
We have entered into operating lease arrangements as of October 31, 2025, that are effective for future periods. The total amount of ROU
assets and lease liabilities related to these arrangements is immaterial.
The following table includes the weighted-average remaining lease terms, in years, and the weighted-average discount rate used to
calculate the present value of operating lease liabilities:
Year Ended October 31,
2025
2024
Weighted-average remaining lease term (years)
Operating leases
5.5
Finance leases
4.7
Weighted-average discount rate
Operating leases
5.35 %
5
Finance leases
6.09 %
5
65
The
following
table
includes
supplemental
cash
and
non-cash
information
related
to
operating
leases:
Year Ended October 31,
(in millions)
2025
2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
$
34.0 $
35.3
Operating cash flows from finance leases
1.0
1.1
Financing cash flows from finance leases
4.5
4.2
Lease assets obtained in exchange for new operating lease liabilities
$
20.5
20.9
6. RESTRUCTURING AND RELATED COSTS
In the fourth quarter of 2025, we implemented a restructuring program to further streamline our operations and improve the efficiency of our
support functions. This initiative is intended to enhance overall organizational effectiveness and ensure alignment between the Company’s cost
structure and our strategic growth objectives. We recognized $13.4 million of restructuring charges during the fourth quarter of 2025, which includes
employee severance, asset impairment charges, and other related costs. We continue to review our overhead and cost structure for additional
efficiency opportunities under this program. We expect these actions to be completed by 2026.
Rollforward of Restructuring and Related Liabilities
(in millions)
Employee
Severance
Asset Impairment
Other
Total
Balance, October 31, 2024
$
—
$
—
$
—
$
—
Costs recognized
10.4
2.8
0.2
13.4
Payments
(7.0)
—
—
(7.0)
Non-cash items
—
(2.8)
—
(2.8)
Balance, October 31, 2025
$
3.4
$
—
$
0.2
$
3.6
We include these costs within corporate expenses and are included within “Restructuring and related expenses” on the Consolidated Statements of
Comprehensive Income.
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7. NET INCOME PER COMMON SHARE
Basic and Diluted Net Income Per Common Share Calculations
Years Ended October 31,
(in millions, except per share amounts)
2025
2024
2023
Net income
$
162.4 $
81.4 $
251.3
Weighted-average common and common equivalent
shares outstanding — Basic
62.3
63.2
66.0
Effect of dilutive securities
RSUs
0.3
0.3
0.2
Performance shares
0.1
0.1
0.2
Weighted-average common and common equivalent
shares outstanding — Diluted
62.7
63.6
66.3
Net income per common share
Basic
$
2.61 $
1.29 $
3.81
Diluted
$
2.59 $
1.28 $
3.79
Anti-Dilutive Outstanding Stock Awards Issued Under Share-Based Compensation Plans
Years Ended October 31,
(in millions)
2025
2024
2023
Anti-dilutive
0.2
0.1
0.3
67
8. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair Value Hierarchy of Our Financial Instruments
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
As of October 31,
(in millions)
Fair Value
Hierarchy
2025
2024
Cash and cash equivalents
1
$
104.1
$
64.6
Insurance deposits
1
4.8
2.3
Assets held in funded deferred compensation plan
1
4.8
4.4
Credit facility
2
1,569.0
1,335.3
Interest rate swap assets
2
4.3
13.5
Interest rate swap liabilities
2
0.1
—
Investments in equity securities
3
34.1
15.4
Contingent consideration
3
38.3
109.1
Cash and cash equivalents are stated at nominal value, which equals fair value.
Represents restricted deposits that are used to collateralize our insurance obligations and are stated at nominal value, which equals fair value. These insurance
deposits are included in “Other noncurrent assets” on the accompanying Consolidated Balance Sheets. See Note 11, “Insurance,” for further information.
Represents investments held in Rabbi trusts associated with one of our deferred compensation plans, which we include in “Other noncurrent assets” on the
accompanying Consolidated Balance Sheets. The fair value of the assets held in the funded deferred compensation plan is based on quoted market prices. See
Note 13, “Employee Benefit Plans,” for further information.
Represents gross outstanding borrowings under our Amended Credit Facility. Due to variable interest rates, the carrying value of outstanding borrowings under
our line of credit and term loan approximates the fair value. See Note 12, “Credit Facility,” for further information.
Represents interest rate swap derivatives designated as cash flow hedges. The fair values of the interest rate swaps are estimated based on the present value of
the difference between expected cash flows calculated at the contracted interest rates and the expected cash flows at current market interest rates using
observable benchmarks for the SOFR forward rates at the end of the period. At October 31, 2025 and 2024, our interest rate swap assets and liabilities are
included in “Other current assets” and “Other accrued liabilities,” respectively, on the accompanying Consolidated Balance Sheets. See Note 12, “Credit Facility,”
for further information. Our interest rate swaps will mature in 2026.
During the three months ended October 31, 2025, we purchased a $20.0 million call option to acquire an ownership interest in a privately held company, which we
include in “Other investments” on the accompanying Consolidated Balance Sheet. Refer to Note 19, “Subsequent Events,” for further information. 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.
Our contingent consideration payable related to the RavenVolt Acquisition is recorded at fair value as a liability on the acquisition date and is remeasured at each
reporting date, based on significant inputs not observable in the market. The contingent consideration payment related to calendar year 2024, which was made
in May 2025, represented a Level 3 measurement at October 31, 2024, and the amount related to calendar year 2025, payable in calendar year 2026,
represents a Level 3 measurement at October 31, 2025, and October 31, 2024, within the fair value hierarchy. After the acquisition date and until the contingency
is resolved, the fair value of contingent consideration payable is adjusted each reporting period based primarily on the expected probability of achievement of the
contingency targets, which are subject to our estimate. These changes in fair value are recognized within the “Selling, general and administrative expenses” of
the Consolidated Statements of Comprehensive Income. See Note 3, “Acquisitions,” for further information.
The balance at October 31, 2025, also includes the contingent consideration payable in calendar year 2027 related to the LMC Acquisition.
There were no transfers to or from Level 3 financial assets or liabilities during 2025 and 2024. At October 31, 2025 and 2024, the Company
had no financial assets recorded at fair value using Level 3 inputs.
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Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis
In addition to assets and liabilities that are measured at fair value on a recurring basis, we are also required to measure certain items at fair
value on a non-recurring 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. If certain triggering events occur or if an annual impairment
test is required, we would evaluate these non-financial assets for impairment. If an impairment were to occur, the asset would be recorded at the
estimated fair value, using primarily unobservable Level 3 inputs.
9. PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment
As of October 31,
(in millions)
2025
2024
Machinery and other equipment
$
183.5
$
172.9
Computer equipment and software
121.8
117.2
Transportation equipment
116.4
95.9
Leasehold improvements
77.0
72.5
Furniture and fixtures
24.2
22.1
Construction in progress
25.6
13.0
Buildings
7.9
7.7
Land
0.7
0.7
557.1
502.0
Less: Accumulated depreciation
379.8
351.3
Total
$
177.2
$
150.7
Construction in progress represents assets that have not yet been placed in service.
For 2025, 2024, and 2023, depreciation expense was $53.1 million, $50.5 million, and $44.2 million, respectively.
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10. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
(in millions)
Business &
Industry
Manufacturing
& Distribution
Aviation
Education
Technical
Solutions
Total
Balance at October 31, 2023
$
1,092.7
$
502.2
$
69.0 $
459.3
$
368.0
$ 2,491.3
Acquisitions
—
—
—
—
80.6
80.6
Foreign currency translation
2.6
—
0.4
—
1.1
4.1
Balance at October 31, 2024
$
1,095.5
$
502.2
$
69.4 $
459.3
$
449.6
$ 2,575.9
Acquisitions
—
—
—
—
14.7
14.7
Foreign currency translation
3.2
—
0.1
—
0.3
3.7
Adjustments
—
—
—
—
(3.2)
(3.2)
Balance at October 31, 2025
$
1,098.7
$
502.2
$
69.6 $
459.3
$
461.4
$ 2,591.1
During 2025, goodwill increased primarily as a result of the LMC Acquisition. See Note 3, “Acquisitions,” for additional information.
We did not record goodwill impairment charges during fiscal years 2025 and 2024.
Other Intangible Assets
As of October 31,
2025
2024
(in millions)
Gross
Carrying
Amount
Accumulated
Amortization
Total
Gross
Carrying
Amount
Accumulated
Amortization
Total
Customer contracts and relationships
$
761.7
$
(518.7)
$
242.9
$
748.2
$
(467.2)
$
281.0
Trademarks and trade names
13.1
(12.8)
0.3
12.7
(11.7)
1.0
Contract rights and other
0.7
(0.7)
—
0.7
(0.3)
0.5
Total
$
775.5
$
(532.2)
$
243.2
$
761.7
$
(479.3)
$
282.4
These intangible assets are being amortized over the expected period of benefit, with a weighted average life of approximately 11 years.
Estimated Annual Amortization Expense for Each of the Next Five Years
(in millions)
2026
2027
2028
2029
2030
Estimated amortization expense
$
46.5
$
40.4
$
35.0
$
29.7
$
24.6
These amounts could vary as acquisitions of additional intangible assets occur in the future and as acquisition accounting is finalized for existing acquisitions.
The estimates of future cash flows used in determining the fair value of goodwill and other intangible assets involve significant management
judgment and are based upon assumptions about expected future operating performance, economic conditions, market conditions, and cost of
capital. Inherent in estimating the future cash flows are uncertainties beyond our control, such as changes in capital markets. The actual cash flows
could differ materially from management’s estimates due to changes in business conditions, operating performance, and economic conditions.
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11. INSURANCE
We utilize a combination of insured and self-insurance programs to manage risks associated with workers’ compensation, general liability,
automobile liability, property damage, and other insurable exposures. For most of these programs, we retain the initial $1.0 million to $5.0 million of
exposure per occurrence through deductibles or self-insured retentions. To protect against losses exceeding the retained deductible or self-insured
retention, we carry commercial umbrella insurance providing aggregate coverage of up to $200.0 million for general liability and automobile liability
claims. Our workers’ compensation insurance provides coverage to the full extent of statutory requirements. For property damage risks, we maintain
policies that provide per-occurrence limits of $75.0 million above our retained amounts. We are also self-insured for certain employee medical and
dental benefits and maintain stop-loss insurance for our self-insured medical plan under which we retain up to $0.5 million of exposure per
participant, per policy year.
We maintain reserves for workers’ compensation, general liability, automobile liability, and property damage insurance claims based on
known trends, current events, and actuarial estimates of required reserves, as reflected in our most recently completed actuarial reports. These
reserves represent our best estimate of potential liabilities for unpaid losses and loss adjustment expenses. The estimate of the ultimate unpaid
obligation for such risks includes both case reserves for reported claims and an amount for losses incurred but not yet reported as of the balance
sheet date. The results of actuarial reviews are used to estimate our insurance rates and insurance reserves for future periods and to adjust
reserves, if appropriate, for prior years.
Insurance Reserve Adjustments
Actuarial Reviews and Updates Performed During 2025
We utilize a combination of third-party insurance and self-insurance mechanisms, including a wholly owned captive insurance subsidiary, to
manage potential liabilities associated with automobile liability, general liability, and workers’ compensation risks. Claim and claim adjustment
expense reserves represent management’s estimates of the amounts required to resolve all outstanding claims, including IBNR claims, as of the
reporting date.
Reserves are determined using generally accepted actuarial methods applied to historical claims data and adjusted for assumptions
regarding loss development patterns, expected loss costs, and trends in claim frequency and severity. Estimates also consider factors such as
settlement practices, inflation, and changes in economic, legal, and social environments. Because reserve estimation involves significant judgment
and inherent variability, actual results may differ from recorded amounts. Management believes current reserves are reasonable and adequate
based on available information and actuarial analyses.
During 2025, we completed comprehensive actuarial reviews of our casualty insurance programs (the “Actuarial Reviews”) covering the
periods of May 1, 2024, through October 31, 2024, November 1, 2024, through April 30, 2025, and May 1, 2025, through September 30, 2025. The
Actuarial Reviews evaluated reserve adequacy based on loss-development patterns, trend assumptions, and underlying expected loss costs.
During the second quarter of 2025, we performed interim actuarial update (the “Interim Update”) reflecting actual versus expected claim
development and payment activity for the respective periods, relying on key assumptions from the Actuarial Reviews.
Based on these analyses, we increased our total reserves related to prior year known claims and estimated IBNR losses during 2025 by
$23.3 million. The adverse development was primarily attributable to higher-than-expected development on workers’ compensation claims in
California and general liability claims from prior years. In 2024, we increased our total reserves related to prior year claims by $20.3 million.
Insurance-Related Balances and Activity
As of October 31,
(in millions)
2025
2024
Insurance claim reserves, excluding medical and dental
$
649.5
$
608.4
Medical and dental claim reserves and other
10.6
11.0
Insurance recoverables
90.8
91.0
71
At October 31, 2025 and 2024, insurance recoverables are included in both “Other current assets” and “Other noncurrent assets” on the
accompanying Consolidated Balance Sheets.
Casualty Program Insurance Reserves Rollforward
Years Ended October 31,
(in millions)
2025
2024
2023
Net balance at beginning of year
$
517.3
$
487.9
$
479.9
Change in case reserves plus IBNR Claims — current year
179.1
166.2
154.2
Change in case reserves plus IBNR Claims — prior years
23.3
20.3
(14.8)
Claims paid
(161.1)
(157.3)
(131.4)
Net balance, October 31
558.6
517.3
487.9
Recoverables
90.8
91.0
67.1
Gross balance, October 31
$
649.5
$
608.4
$
555.0
Includes reserves related to discontinued operations of approximately $0.7 million for 2025, $0.7 million for 2024, and $0.1 million for 2023.
Instruments Used to Collateralize Our Insurance Obligations
As of October 31,
(in millions)
2025
2024
Standby letters of credit
$
18.7
$
53.1
Surety bonds and surety-backed letters of credit
213.9
175.3
Restricted insurance deposits
4.8
2.3
Total
$
237.4
$
230.7
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12. CREDIT FACILITY
As of October 31,
(in millions)
2025
2024
Current portion of long-term debt
Gross term loan
$
30.0
$
32.5
Unamortized deferred financing costs
(0.6)
(0.9)
Current portion of term loan
$
29.4
$
31.6
Long-term debt
Gross term loan
$
555.0
$
503.8
Unamortized deferred financing costs
(1.9)
(0.6)
Total noncurrent portion of term loan
553.1
503.2
Revolving line of credit
984.0
799.0
Long-term debt
$
1,537.1
$
1,302.2
At October 31, 2025, and October 31, 2024, the weighted average interest rate on our outstanding borrowings, not including letters of credit and swaps, was
5.84% and 6.68%, respectively.
At October 31, 2025, we had borrowing capacity of up to $577.5 million
At October 31, 2025, standby letters of credit amounted to $23.5 million
On September 1, 2017, we refinanced and replaced our then-existing $800.0 million credit facility with a new senior, secured five-year
syndicated credit facility, consisting of a $900.0 million revolving line of credit and an $800.0 million amortizing term loan, both of which were
scheduled to mature on September 1, 2022. In accordance with the terms of the Credit Facility, the revolving line of credit was reduced to $800.0
million on September 1, 2018. The Credit Facility was amended on June 28, 2021, to increase the capacity of the Revolver and term loan to
$1.3 billion and $650 million, respectively, and to extend the maturity to June 28, 2026. It was further amended on November 1, 2022, to transition
the benchmark interest rate from London Interbank Offered Rate (“LIBOR”) to SOFR.
On February 26, 2025, we amended and restated the Credit Facility (the “Amended Credit Facility”), extending the maturity date to February
26, 2030, and increasing the capacity of the revolving credit facility from $1.3 billion to $1.6 billion and the then-remaining term loan outstanding
from $528.1 million to $600.0 million. The Amended Credit Facility provides for the issuance of up to $250.0 million for standby letters of credit and
the issuance of up to $100.0 million in swingline advances. The obligations under the Amended Credit Facility are guaranteed by the material,
domestic wholly owned subsidiaries of ABM and are secured by a pledge of substantially all of the existing and future property and assets of ABM
and the guarantors, including a pledge of the capital stock of the wholly owned domestic subsidiaries held by ABM and the guarantors and 65% of
the capital stock of the first-tier foreign subsidiaries held by ABM and the guarantors, in each case subject to exceptions. Additionally, we may repay
amounts borrowed under the Amended Credit Facility at any time without penalty.
The Amended Credit Facility contains certain covenants, including a maximum total net leverage ratio of 5.00 to 1.00, a maximum secured
net leverage ratio of 4.00 to 1.00, and a minimum interest coverage ratio of 1.50 to 1.00, as well as other financial and non-financial covenants. In
the event of a material acquisition, as defined in the Amended Credit Facility, we may elect to increase the maximum total net leverage ratio to 5.50
to 1.00 for a total of four fiscal quarters and increase the maximum secured net leverage ratio to 4.50 to 1.00 for a total of four fiscal quarters. Our
borrowing capacity is subject to, and limited by, compliance with the covenants described above. At October 31, 2025, we were in compliance with
these covenants.
The Amended Credit Facility also includes customary events of default, including: failure to pay principal, interest, or fees when due; failure
to comply with covenants; the occurrence of certain material judgments; and a change in control of the Company. If certain events of default occur,
including certain cross-defaults, insolvency, change in control, or violation of specific covenants, then the lenders can terminate or suspend our
access to the
(1)(2)
(1)(2)
(3)
(1)
(2)
(3)
73
Amended Credit Facility, declare all amounts outstanding (including all accrued interest and unpaid fees) to be immediately due and payable, and
require that we cash collateralize the outstanding standby letters of credit.
We incurred deferred financing costs of $8.0 million in conjunction with the execution of the Amended Credit Facility and carried over
$2.9 million of unamortized deferred financing from initial execution and previous amendments of the Credit Facility. Total deferred financing costs of
$10.9 million, consisting of $3.0 million related to the term loan and $7.9 million related to the Revolver, are being amortized to interest expense
over the term of the Amended Credit Facility.
Long-Term Loan Maturities
During 2025, we made principal payments under the term loan of $23.1 million. As of October 31, 2025, the following principal payments
are required under the Amended Credit Facility:
(in millions)
2026
2027
2028
2029
2030
Debt maturities
$
30.0
$
30.0
$
30.0
$
30.0
$
1,
Interest Rate Swaps
We enter into interest rate swaps to manage the interest rate risk associated with our floating-rate, SOFR-based borrowings. Under these
arrangements, we typically pay a fixed interest rate in exchange for SOFR-based variable interest throughout the life of the agreement. We initially
report the mark-to-market gain or loss on a derivative as a component of AOCL and subsequently reclassify the gain or loss into earnings when the
hedged transactions occur and affect earnings. Interest payables and receivables under the swap agreements are accrued and recorded as
adjustments to interest expense. All of our interest rate swaps have been designated and accounted for as cash flow hedges from inception. See
Note 8, “Fair Value of Financial Instruments,” regarding the valuation of our interest rate swaps.
Notional Amount
Fixed Interest Rate
Effective Date
Maturity Date
$ 100.0 million
1.72%
February 9, 2022
June 28, 2026
$ 150.0 million
1.85%
February 25, 2022
June 28, 2026
$ 100.0 million
2.88%
May 4, 2022
June 28, 2026
$86.9 million
2.83%
July 7, 2022
June 28, 2026
$13.1 million
2.79%
July 18, 2022
June 28, 2026
$ 170.0 million
3.81%
November 1, 2022
June 28, 2026
At October 31, 2025 and 2024, amounts recorded in AOCL for interest rate swaps were a gain of $2.4 million, net of taxes of $1.9 million,
and a gain of $9.2 million, net of taxes of $4.3 million, respectively. At October 31, 2025, the total amount expected to be reclassified from AOCL to
earnings during the next 12 months is a gain of $3.1 million, net of taxes of $1.1 million.
74
13. EMPLOYEE BENEFIT PLANS
Defined Benefit Plans
We provide benefits to certain employees under various defined benefit and postretirement benefit plans (collectively, the “Plans”). The
Plans were previously amended to preclude new participants. All of the Plans are unfunded with the exception of one, which is underfunded.
Information for the Plans
As of October 31,
(in millions)
2025
2024
Net obligations
$
6.8
$
6.9
Projected benefit obligations
12.3
12.5
Fair value of assets
5.4
5.6
At October 31, 2025 and 2024, total projected benefit obligations related to unfunded and underfunded plans were $12.3 million and $12.5 million, respectively.
At October 31, 2025, assets of the Plans were fully invested in fixed income. The expected return on assets was $0.0 million in 2025, $0.0
million in 2024, and $0.2 million in 2023. The aggregate net periodic benefit cost for all Plans was $0.8 million, $0.8 million, and $0.6 million for
2025, 2024, and 2023, respectively. Future benefit payments in the aggregate are expected to be $11.3 million.
Deferred Compensation Plans
We maintain deferred compensation plans that permit eligible employees and directors to defer a portion of their compensation. At
October 31, 2025 and 2024, the total liability of all deferred compensation was $27.4 million and $26.7 million, respectively, and these amounts are
included in “Other accrued liabilities” and “Other noncurrent liabilities” on the accompanying Consolidated Balance Sheets. Under one of our
deferred compensation plans, a Rabbi trust was created to fund the obligations, and we are required to contribute a portion of the deferred
compensation contributions for eligible participants. The assets held in the Rabbi trust are not available for general corporate purposes. At
October 31, 2025 and 2024, the fair value of these assets was $4.8 million and $4.4 million, respectively, and these amounts are included in “Other
noncurrent assets” on the accompanying Consolidated Balance Sheets. Aggregate expense recognized under these deferred compensation plans
was $0.7 million, $0.6 million, and $0.5 million for 2025, 2024, and 2023, respectively.
Defined Contribution Plans
We sponsor three defined contribution plans covering certain employees that are subject to the applicable provisions of the Employee
Retirement Income Security Act of 1974 and the Internal Revenue Code (“IRC”). Certain plans permit a company match of a portion of the
participant’s contributions or a discretionary contribution after the participant has met the eligibility requirements set forth in the plan. During 2025,
2024, and 2023, we made matching contributions required by the plans of $32.1 million, $30.6 million, and $29.8 million, respectively.
Multiemployer Pension and Postretirement Plans
We participate in various multiemployer pension plans under union and industry-wide agreements that provide defined pension benefits to
employees covered by collective bargaining agreements. Because of the nature of multiemployer plans, there are risks associated with participation
in these plans that differ from single-employer plans. Assets contributed by an employer to a multiemployer plan are not segregated into a separate
account and are not restricted to provide benefits only to employees of that contributing employer. In the event another participating employer in a
multiemployer plan no longer contributes to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers,
including us. In the event of the termination of a multiemployer pension plan or a withdrawal from a multiemployer pension plan, we could incur
material liabilities under applicable law.
(1)
(1)
75
Key Information for Individually Significant Multiemployer Defined Benefit Pension Plans
($ in millions)
Pension Protection Act
Zone Status
FIP/RP
Status
Contributions by ABM
Surcharge
Imposed
Expiration Dates
of Collective
Bargaining
Agreements
Pension Fund
EIN/PN
2025
2024
Pending/
Implemented
2025
2024
2023
Building Service 32BJ Pension Fund
13-1879376 / 001
Green 6/30/25
Yellow 6/30/2024
N/A*
$
23.7
$
22.1
$
21.4
No
10/15/2027 -
1/31/2028
S.E.I.U National Industry Pension Fund
52-6148540 / 001
Red 12/31/2024
Red 12/31/2023
Implemented
20.5
19.4
19.3
Yes
6/30/2026 -
6/30/2029
Central Pension Fund of the IUOE &
Participating Employers
36-6052390 / 001
Green 1/31/2025
Green 1/31/2024
N/A*
14.0
12.4
13.0
N/A*
12/31/2025 -
6/30/2029
SEIU Local 1 & Participating Employers
Pension Trust
36-6486542 / 001
Green 9/30/2024
Green 9/30/2023
N/A*
4.2
4.3
4.8
N/A*
5/31/2026 -
11/30/2027
Western Conference of Teamsters
Pension Plan
91-6145047 / 001
Green
12/31/2024
Green
12/31/2023
N/A*
2.6
2.7
2.4
N/A*
5/23/2026 -
12/31/2029
IUOE Stationary Engineers Local 39
Pension Plan
94-6118939 / 001
Green
12/31/2024
Green
12/31/2023
N/A*
2.9
2.5
4.6
N/A*
8/31/2029 -
8/31/2030
All Other Plans:
14.5
13.9
8.0
Total Contributions
$
82.3
$
77.3
$
73.6
*Not applicable
To determine individually significant plans, we evaluated several factors, including our total contributions to the plan, our significance to the plan in terms of
participating employees and contributions, and the funded status of the plan.
The “EIN/PN” column provides the Employer Identification Number and the three-digit plan number assigned to the plan by the IRS.
The Pension Protection Act Zone Status columns provide the two most recently available Pension Protection Act zone status reports from each plan. The zone
status is based on information provided to us and other participating employers and is certified by each plan’s actuary. Among other factors, plans in the red zone
are generally less than 65% funded, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded.
Indicates whether a Financial Improvement Plan (“FIP”) for yellow zone plans or a Rehabilitation Plan (“RP”) for red zone plans is pending or implemented.
Indicates whether our contribution in 2025 included an amount as imposed by a plan in the red zone in addition to the contribution rate specified in the applicable
collective bargaining agreement.
(1)
(3)
(4)
(5)
(2)
(1)
(2)
(3)
(4)
(5)
76
Multiemployer Pension Plans for which ABM is a Significant Contributor
Pension Fund
Contributions to the plan exceeded more than 5% of total contributions
per most currently available Forms 5500
(as of the plan’s year end)
Apartment Employees' Pension Trust Fund*
12/31/2024 and 12/31/2022
Arizona Sheet Metal Pension Trust Fund*
6/30/2023
Building Service 32BJ Pension Fund
6/30/2024, 06/30/2023 and 6/30/2022
Building Service Pension Plan*
4/30/2024, 4/30/2023, and 4/30/2022
Central Pennsylvania Teamsters Defined Benefit Plan*
12/31/2023
Central Pension Fund of the IUOE & Participating Employers
1/31/2025 and 1/31/2024
Contract Cleaners Service Employees' Pension Plan*
12/31/2022
IUOE Local 30 Pension Fund*
12/31/2024, 12/31/2023 and 12/31/2022
IUOE Stationary Engineers Local 39 Pension Plan
12/31/2024, 12/31/2023, and 12/31/2022
Local 210's Pension Plan*
12/31/2024, 12/31/2023, and 12/31/2022
Local 670 Pension Plan*
12/31/2024, 12/31/2023, and 12/31/2022
Local 68 Engineers Union Pension Plan*
6/30/2024 and 06/30/2023
Local 74 USWU Pension Fund*
12/31/2024, 12/31/2023, and 12/31/2022
Local 808 IBT Pension Fund*
9/30/2024 and 9/30/2023
Massachusetts Service Employees Pension Plan*
12/31/2023 and 12/31/2022
S.E.I.U National Industry Pension Fund
12/31/2024, 12/31/2023, and 12/31/2022
SEIU Local 1 & Participating Employers Pension Trust
9/30/2024, 9/30/2023, and 9/30/2022
Service Employees International Union Local 1 Cleveland Pension Plan*
12/31/2024, 12/31/2023, and 12/31/2022
Service Employees International Union Local 32BJ, District 36 Building Operators
Pension Trust Fund*
12/31/2024, 12/31/2023, and 12/31/2022
Teamsters Local 617 Pension Fund*
2/28/2025, 2/29/2024, and 2/28/2023
Teamsters Local Union No. 727 Pension Plan*
2/28/2025, 2/29/2024, and 2/28/2023
* These plans are not separately listed in our multiemployer table as they represent an insignificant portion of our total multiemployer pension plan contributions.
Multiemployer Defined Contribution Plans
In addition to contributions noted above, we also make contributions to multiemployer defined contribution plans. During 2025, 2024, and
2023, our contributions to the defined contribution plans were $59.0 million, $54.5 million, and $59.2 million, respectively.
Other Multiemployer Benefit Plans
We also contribute to several multiemployer postretirement health and welfare plans based on obligations arising under collective
bargaining agreements covering union-represented employees. These plans may provide medical, pharmacy, dental, vision, mental health, and
other benefits to employees as determined by the trustees of each plan. The majority of our contributions benefit active employees and, as such,
may not constitute contributions to a postretirement benefit plan. However, since we are unable to separate contribution amounts to postretirement
benefit plans from contribution amounts paid to benefit active employees, we categorize all such amounts as contributions to postretirement benefit
plans. During 2025, 2024, and 2023, our contributions to such plans were $446.7 million, $434.1 million, and $441.8 million, respectively. There
have been no significant changes that affect the comparability of total contributions for any of the periods presented.
77
14. COMMITMENTS AND CONTINGENCIES
Letters of Credit and Surety Bonds
We use letters of credit and surety bonds to secure certain commitments related to insurance programs and for other purposes. As of
October 31, 2025, these letters of credit totaled $23.5 million, and surety bonds and surety-backed letters of credit totaled $1,026.6 million.
Guarantees
In some instances, we offer clients guaranteed energy savings under certain energy savings contracts. At October 31, 2025 and 2024, total
guarantees were $214.3 million and $224.2 million, respectively, and these guarantees extend through 2045 and 2044, respectively. We accrue for
the estimated cost of guarantees when it is probable that a liability has been incurred and the amount can be reasonably estimated. Historically, we
have not incurred any material losses in connection with these guarantees.
Indemnifications
We are party to a variety of agreements under which we may be obligated to indemnify the other party for certain matters. These
agreements are primarily standard indemnification arrangements entered into in our ordinary course of business. Pursuant to these arrangements,
we may agree to indemnify, hold harmless, and reimburse the indemnified parties for losses suffered or incurred by the indemnified party, generally
our clients, in connection with any claims arising out of the services that we provide. We also incur costs to defend lawsuits or settle claims related
to these indemnification arrangements, and in most cases these costs are paid from our insurance program. Although we attempt to place limits on
such indemnification arrangements related to the size of the contract, the maximum obligation may not be explicitly stated and, as a result, we are
unable to determine the maximum potential amount of future payments we could be required to make under these arrangements.
Our certificate of incorporation and bylaws may require us to indemnify our directors and officers for certain liabilities that were incurred as a
result of their status or service to ABM as a director or officer. The amount of these obligations cannot be reasonably estimated.
Legal Matters
We are a party to a number of lawsuits, claims, and proceedings incident to the operation of our business, including those pertaining to
labor and employment, contracts, personal injury, and other matters, some of which allege substantial monetary damages. Some of these actions
may be brought as class actions on behalf of a class or purported class of employees.
At October 31, 2025, the total amount accrued for probable litigation losses where a reasonable estimate of the loss could be made was
$9.5 million. We do not accrue for contingent losses that, in our judgment, are considered to be reasonably possible but not probable. The
estimation of reasonably possible losses also requires the analysis of multiple possible outcomes that often depend on judgments about potential
actions by third parties. Our management currently estimates the range of loss for all reasonably possible losses for which a reasonable estimate of
the loss can be made is between zero and $15.2 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.
78
15. PREFERRED AND COMMON STOCK
Preferred Stock
We are authorized to issue 500,000 shares of preferred stock. None of these preferred shares are issued.
Common Stock
Effective September 3, 2025, our Board of Directors expanded our existing share repurchase program by an additional $150.0 million of our
common stock. Share repurchases may take place on the open market or otherwise, and all or part of the repurchases may be made pursuant to
Rule 10b5-1 plans or in privately negotiated transactions. The timing of repurchases is at our discretion and will depend upon several factors,
including market and business conditions, future cash flows, share price, share availability, and other factors. Repurchased shares are retired and
returned to an authorized but unissued status. The repurchase program may be suspended or discontinued at any time without prior notice.
Repurchase Activity
We repurchased shares under the share repurchase program during the year ended October 31, 2025, as summarized below. At
October 31, 2025, authorization for $183.1 million of repurchases remained under the Share Repurchase Program.
Years Ended October 31,
(in millions, except per share amounts)
2025
2024
Total number of shares purchased
2.56
Average price paid per share
$
47.35
$
Total cash paid for share repurchases
$
121.3
$
Average price paid per share and total cash paid for share repurchases does not include any excise tax for share repurchases as part of the Inflation Reduction
Act of 2022.
16. SHARE-BASED COMPENSATION PLANS
We use various share-based compensation plans to provide incentives for our key employees and non-employee members of our Board of
Directors. Currently, these incentives primarily consist of RSUs and performance shares.
On May 2, 2006, our stockholders approved the 2006 Equity Incentive Plan, which was last amended and restated on March 7, 2018 (as
amended and restated, the “2006 Equity Plan”). The 2006 Equity Plan is an omnibus plan that provides for a variety of equity and equity-based
award vehicles, including stock options, stock appreciation rights, RSUs, performance shares, and other share-based awards. Shares subject to
awards that terminate without vesting or exercise are available for future awards under the 2006 Equity Plan. Certain of the awards under the 2006
Equity Plan may qualify as “performance-based” compensation under the IRC.
On March 24, 2021, our stockholders approved the 2021 Equity and Incentive Compensation Plan (the “2021 Equity Plan”). The 2021
Equity Plan is an omnibus plan that provides for a variety of equity and equity-based award vehicles, including stock options, stock appreciation
rights, RSUs, performance shares, and other share-based awards. Shares subject to awards that terminate without vesting or exercise are available
for future awards under the 2021 Equity Plan. Certain of the awards under the 2021 Equity Plan may qualify as “performance-based” compensation
under the IRC.
No further shares are authorized for issuance under the 2006 Equity Plan. As of October 31, 2024, there were 3,975,000 total shares of
common stock authorized for issuance under the 2021 Equity Plan. On March 26, 2025, our stockholders approved the 2021 Equity Plan (Amended
and Restated February 10, 2025), increasing the number of shares authorized for issuance under the plan by 2,425,000 shares. As amended, there
are 6,400,000 total shares of common stock authorized for issuance under the 2021 Equity Plan, and at October 31, 2025, there were 3,296,050
shares of common stock available for grant for future equity-based compensation awards. In
(1)
(1)
(1)
79
addition, there are certain plans under which we can no longer issue awards, such as the 2006 Equity Plan, although awards outstanding under
such plans may still vest and be exercised.
On March 9, 2004, our stockholders approved the 2004 Employee Stock Purchase Plan (the “2004 ESPP”), which was last amended and
restated on March 9, 2016. As amended, there are 4,000,000 total shares of common stock authorized for issuance under the 2004 ESPP. Effective
May 1, 2006, the 2004 ESPP is no longer considered compensatory and the values of the awards are no longer treated as share-based
compensation expense. No further shares are authorized for issuance under the 2004 ESPP.
On March 26, 2025, our stockholders approved the 2025 Employee Stock Purchase Plan (the “2025 ESPP”), replacing the 2004 ESPP.
There are 1,500,000 total shares of common stock authorized for issuance under the 2025 ESPP. The plan is considered non-compensatory, and
the values of the awards are not treated as share-based compensation expense. The 2025 ESPP allows eligible employees of the Company to
purchase shares of the Company’s common stock, through payroll deductions, at a discount to fair market value of 5%, in accordance with the
terms and conditions of the 2025 ESPP. Employees may designate up to 10% of their compensation for the purchase of stock, subject to a $25,000
annual limit. At October 31, 2025, there were 1,438,653 remaining unissued shares under the 2025 ESPP.
Compensation Expense by Type of Award and Related Income Tax Benefit
Years Ended October 31,
(in millions)
2025
2024
2023
RSUs
$
22.3
$
19.9
$
17.7
Performance shares
15.7
10.1
12.7
Share-based compensation expense before income taxes
38.0
30.0
30.5
Income tax benefit
(10.0)
(8.4)
(8.6)
Share-based compensation expense, net of taxes
$
28.1
$
21.6
$
21.8
RSUs and Dividend Equivalent Rights
We award RSUs to eligible employees and non-employee members of our Board of Directors (each, a “Grantee”) that entitle the Grantee to
receive shares of our common stock as the units vest. RSUs granted to eligible employees after 2020 generally vest ratably over three years. RSUs
granted to eligible employees prior to 2020 generally vest with respect to 50% of the underlying award on the second and fourth anniversary of the
award. Upon the retirement of certain executive employees at age 60 with a minimum of 10 years of service to the Company, pursuant to the terms
of their respective employment agreements, RSUs granted to such executive employees that were granted at least one year prior to termination by
reason of retirement will continue to be eligible for vesting, exercise, and settlement, as applicable, on the originally scheduled vesting date. RSUs
granted to non-employee directors vest on the first anniversary date of the grant date. In general, the receipt of RSUs is subject to the grantee’s
continuing employment or service as a non-employee director.
RSUs are credited with dividend equivalent rights that are converted to RSUs at the fair market value of our common stock on the dates the
dividend payments are made and are subject to the same terms and conditions as the underlying award.
RSU Activity
Number of
Shares
(in millions)
Weighted-Average
Grant Date
Fair Value per Share
Outstanding at October 31, 2024
1.2
$
40.82
Granted
0.5
48.36
Vested (including 0.2 shares withheld for income taxes)
(0.5)
41.71
Forfeited
(0.1)
44.86
Outstanding at October 31, 2025
1.1
$
43.27
At October 31, 2025, total unrecognized compensation cost, net of estimated forfeitures, related to RSUs was $21.8 million, which is
expected to be recognized ratably over a weighted-average vesting period of 1.8 years.
80
In 2025, 2024, and 2023, the weighted-average grant date fair value per share of awards granted was $48.36, $41.32, and $44.37, respectively. In
2025, 2024, and 2023, the total grant date fair value of RSUs vested and converted to shares of ABM common stock was $19.3 million, $15.7
million, and $17.1 million, respectively.
Performance Shares, Including TSR Performance Shares
Performance shares consist of a contingent right to receive shares of our common stock based on performance targets adopted by our
Compensation Committee. Performance shares are credited with dividend equivalent rights that will be converted to performance shares at the fair
market value of our common stock beginning after the performance targets have been satisfied and are subject to the same terms and conditions as
the underlying award.
For our performance share awards, the number of performance shares that will vest is based on pre-established internal financial
performance targets and typically a three-year service and performance period. Depending on the level of performance achieved, vesting of these
awards may range from 0% to 200% of the target number of shares granted.
Certain performance share awards also include a total shareholder return modifier (“TSR-modified awards”). The number of TSR-modified
awards that will vest is based on our total shareholder return relative to the S&P 1500 Composite Commercial Services & Supplies Index. As a
result of the modifier, vesting of these awards may range from 0% to 240% of the awards originally granted.
Performance Share Activity
Number of
Shares
(in millions)
Weighted-Average
Grant Date
Fair Value per Share
Outstanding at October 31, 2024
0.9
$
44.06
Granted
0.4
49.06
Vested (including 0.1 shares withheld for income taxes)
(0.2)
42.71
Performance adjustments
0.1
44.71
Forfeited
(0.1)
47.27
Outstanding at October 31, 2025
1.1
$
45.89
At October 31, 2025, total unrecognized compensation cost related to performance share awards was $19.8 million, which is expected to be
recognized ratably over a weighted-average vesting period of 2.3 years. Except for TSR performance shares, these costs are based on estimated
achievement of performance targets and estimated costs are periodically reevaluated. For our TSR performance shares, these costs are based on
the fair value of awards at the grant date and are recognized on a straight-line basis over the service period of three years.
In 2025, 2024, and 2023, the weighted-average grant date fair value per share of awards granted was $49.06, $41.62, and $46.47,
respectively. In 2025, 2024, and 2023, the total grant date fair value of performance shares vested and converted to shares of ABM common stock
was $9.4 million, $12.3 million, and $14.6 million, respectively.
In 2025, 2024, and 2023, we used the Monte Carlo simulation valuation technique to estimate the fair value of TSR performance share
grants, which used the assumptions in the table below.
Monte Carlo Assumptions
2025
2024
2023
Expected life
2.81 years
2.81 years
2.81 years
Expected stock price volatility
31.7 %
33.0 %
39.9 %
Risk-free interest rate
4.3 %
4.1 %
4.0 %
Stock price
$
50.97
$
42.13
$
46.19
The expected life represents the remaining performance period of the awards.
(1)
(2)
(3)
(4)
(1)
81
The expected volatility for each grant is determined based on the historical volatility of our common stock over a period equal to the remaining term of the
performance period from the date of grant for all awards.
The risk-free interest rate is based on the continuous compounded yield on U.S. Treasury Constant Maturity Rates with varying remaining terms; the yield is
determined over a time period commensurate with the performance period from the grant date.
The stock price is the closing price of our common stock on the valuation date.
Employee Stock Purchase Plan
Years Ended October 31,
(in millions, except per share amounts)
2025
2024
2023
Weighted-average fair value of granted purchase rights per share
$
2.50
$
2.31
$
2.23
Common stock issued
0.1
0.1
0.1
Fair value of common stock issued per share
$
47.42
$
43.93
$
42.40
Aggregate purchases
$
4.8
$
3.7
$
3.4
(2)
(3)
(4)
82
17. INCOME TAXES
Geographic Sources of Income Before Income Taxes
Year Ended October 31,
(in millions)
2025
2024
2023
United States
$
170.4
$
88.8
$
294.3
Foreign
49.5
44.8
36.8
Income before income taxes
$
219.9
$
133.6
$
331.1
Components of Income Tax Provision
Year Ended October 31,
(in millions)
2025
2024
2023
Current:
Federal
$
(49.3)
$
(53.7)
$
(50.6)
State
(22.8)
(22.8)
(25.0)
Foreign
(7.4)
(0.4)
(9.0)
Deferred:
Federal
13.4
19.3
(0.5)
State
8.4
6.7
5.3
Foreign
0.1
(1.3)
0.1
Income tax provision
$
(57.6)
$
(52.2)
$
(79.7)
Reconciliation of the U.S. Statutory Tax Rate to Annual Effective Tax Rate
Year Ended October 31,
2025
2024
2023
U.S. statutory rate
21.0%
21.0%
21.0%
State and local income taxes, net of federal tax benefit
6.7
8.0
6.9
Federal and state tax credits
(1.9)
(2.6)
(1.0)
Impact of foreign operations
(1.9)
(6.4)
0.8
Changes in uncertain tax positions
—
(2.2)
0.1
Incremental tax benefit from share-based compensation awards
(0.2)
(1.6)
(0.7)
Energy efficiency incentives
(0.4)
(4.1)
(0.1)
Nondeductible executive compensation
1.8
3.4
1.4
Nontaxable RavenVolt contingent consideration
(0.2)
20.1
(3.9)
Other nondeductible expenses
1.4
2.1
0.6
Other, net
(0.1)
1.4
(1.0)
Effective tax rate
26.2 %
39.1 %
24.1 %
During 2025 and 2024, we had effective tax rates of 26.2% and 39.1%, respectively, resulting in an income tax provision of $57.6 million
and $52.2 million, respectively. Our effective tax rate for 2025 was benefited by a $3.1 million return to provision adjustment related to our non-U.S.
operations. Our effective tax rate for 2024 was negatively impacted by a $95.7 million non-taxable change to increase the fair value of the
contingent consideration related to the RavenVolt Acquisition, partially offset by a $7.3 million tax benefit for return to provision adjustments related
to our non-U.S. operations, and a $5.5 million benefit related to energy efficiency incentives.
83
Components of Deferred Tax Assets and Liabilities
As of October 31,
(in millions)
2025
2024
Deferred tax assets attributable to:
Self-insurance claims (net of recoverables)
$
116.3
$
106.3
Deferred and other compensation
35.3
29.0
Accounts receivable allowances
6.1
5.6
Settlement liabilities
2.6
3.4
Other accruals
0.2
4.0
Other comprehensive income
0.2
—
State taxes
0.7
1.5
State net operating loss carryforwards
2.9
2.5
Tax credits
3.2
3.4
Unrecognized tax benefits
3.3
3.5
Operating lease liabilities
21.5
23.5
Gross deferred tax assets
192.3
182.7
Valuation allowance
(1.2)
(1.1)
Total deferred tax assets
191.1
181.6
Deferred tax liabilities attributable to:
Property, plant and equipment
(2.7)
(1.0)
Goodwill and other acquired intangibles
(191.8)
(194.8)
Right-of-use assets
(23.4)
(25.1)
Tax accounting method change
—
(6.3)
Other comprehensive income
—
(2.3)
Other
(13.1)
(12.3)
Total deferred tax liabilities
(231.0)
(241.8)
Net deferred tax liabilities
$
(39.9)
$
(60.2)
Net Operating Loss Carryforwards and Credits
State net operating loss carryforwards totaling $56.9 million at October 31, 2025, are being carried forward in several state jurisdictions
where we are permitted to use net operating losses from prior periods to reduce future taxable income. These losses will expire between 2026 and
2045. Federal net operating loss carryforwards were fully utilized during 2024. Federal and state tax credit carryforwards totaling $3.7 million are
available to reduce future cash taxes and will expire between 2026 and 2045.
The valuation allowance represents the amount of tax benefits related to state net operating loss carryforwards that are not likely to be
realized. We believe the remaining deferred tax assets are more likely than not to be realizable based on estimates of future taxable income.
Changes to the Valuation Allowance
Years Ended October 31,
(in millions)
2025
2024
2023
Valuation allowance at beginning of year
$
1.1
$
1.2
$
1.6
Other, net
0.1
(0.1)
(0.4)
Valuation allowance at end of year
$
1.2
$
1.1
$
1.2
84
Unrecognized Tax Benefits
At October 31, 2025, 2024, and 2023, there were $13.5 million, $15.5 million, and $20.7 million, respectively, of unrecognized tax benefits
that if recognized in the future would impact our effective tax rate. We estimate that a decrease in unrecognized tax benefits of up to approximately
$3.3 million is reasonably possible over the next 12 months due to lapses of applicable statutes of limitations. At October 31, 2025 and 2024,
accrued interest and penalties were $1.9 million and $1.3 million, respectively. For interest and penalties, we recognized a $0.6 million expense, a
$0.1 million benefit, and a $0.7 million expense in 2025, 2024, and 2023, respectively.
Reconciliation of Total Unrecognized Tax Benefits
Years Ended October 31,
(in millions)
2025
2024
2023
Balance at beginning of year
$
15.5
$
20.7
$
22.0
Additions for tax positions related to prior years
0.3
—
2.1
Reductions for tax positions related to prior years
(2.2)
(1.5)
(1.5)
Reductions for lapse of statute of limitations
(0.1)
(0.1)
(1.9)
Settlements
—
(3.6)
—
Balance at end of year
$
13.5
$
15.5
$
20.7
On July 4, 2025, the United States enacted the One Big Beautiful Bill Act (“OBBBA”), which contains a broad range of tax reform provisions
affecting businesses. The impact of OBBBA has been reflected in our consolidated financial statements for the year ended October 31, 2025. While
the provisions of the legislation are expected to primarily take effect for ABM in fiscal year 2026, we do not anticipate that their adoption will have a
material impact on our financial position, results of operations, or cash flows for that period.
The Organisation for Economic Co-operation and Development (“OECD”) Pillar Two Model Rules established a minimum global effective
tax rate of 15% on country-by-country profits of large multinational companies. European Union member states along with many other countries
have adopted or expect to adopt the OECD Pillar Two Model effective January 1, 2024, or thereafter. The OECD and other countries continue to
publish guidelines and legislation that include transition and safe harbor rules. We continue to monitor new legislative changes and assess the
global impact of the Pillar Two Model Rules. Based on our initial assessment, Pillar Two does not have a material impact to the Company’s income
tax provision.
Jurisdictions
We conduct business in all 50 states, significantly in California, Texas, and New York, as well as in various foreign jurisdictions. Our most
significant income tax jurisdiction is the United States. Due to expired statutes and closed audits, our federal income tax returns for years prior to
fiscal 2021 are no longer subject to examination by the U.S. Internal Revenue Service. Generally, for the majority of state and foreign jurisdictions
where we do business, periods prior to fiscal 2021 are no longer subject to examination. We are currently being examined by Massachusetts and
the city of New York City.
85
18. SEGMENT AND GEOGRAPHIC INFORMATION
Segment Information
Our current reportable segments consist of B&I, M&D, Aviation, Education, and Technical Solutions, as further described below.
REPORTABLE SEGMENTS AND DESCRIPTIONS
B&I
B&I, our largest reportable segment, encompasses janitorial, facilities engineering, and par
services for commercial real estate properties (including corporate offices for high-tech clients), sp
and entertainment venues, and traditional hospitals and non-acute healthcare facilities. B&I
provides vehicle maintenance and other services to rental car providers.
M&D
M&D provides integrated facility services, engineering, janitorial, and other specialized servic
different types of manufacturing, distribution, and data center facilities. Manufacturing facilities in
traditional motor vehicles, electric vehicles, batteries, pharmaceuticals, steel, semicondu
chemicals, and many others. Distribution facilities include e-commerce, cold storage, logistics, ge
warehousing, and others.
Aviation
Aviation supports airlines and airports with services ranging from parking and janitorial to pass
assistance, catering logistics, air cabin maintenance, and transportation.
Education
Education delivers janitorial, custodial, landscaping and grounds, facilities engineering, and p
services for public school districts, private schools, colleges, and universities.
Technical Solutions
Technical Solutions specializes in facility infrastructure, mechanical and electrical services, includi
power design, installation and maintenance, as well as microgrid systems installations and
uninterrupted power supply services. These services can also be leveraged for cross-selling acros
of our industry groups, both domestically and internationally.
The accounting policies for our segments are the same as those disclosed within our significant accounting policies in Note 2, “Basis of
Presentation and Significant Accounting Policies.” Our management evaluates the performance of each reportable segment based on its respective
operating profit results, which include the allocation of certain centrally incurred costs. Corporate expenses not allocated to segments include
certain CEO and other finance and human resource departmental expenses, certain information technology costs, share-based compensation,
certain legal costs and settlements, restructuring and related costs, certain actuarial adjustments to self-insurance reserves, and direct acquisition
costs.
As of October 31, 2025, the Company’s Chief Operating Decision Makers (the “CODMs”), consisting of the Chief Executive Officer and the
Chief Operating Officer, evaluate the performance of ABM’s operating segments and allocate resources based on segment operating profit and
revenue. These metrics are regularly reviewed as part of ABM’s internal reporting package.
Segment operating profits are used to allocate resources, including investment spending, primarily as part of the annual budget process. On
a monthly basis, the CODMs review budget-to-actual variances to assess performance, monitor trends, and compare results across segments.
Segment performance is also considered in the determination of incentive compensation for segment leadership. Segment asset information is not
provided to the CODMs, nor is it used in evaluating segment performance or making resource allocation decisions. Accordingly, segment assets are
not disclosed in this note.
In accordance with ASU 2023-07, Segment Reporting (Topic 280), we have disclosed the measure of profit or loss used by the CODMs,
along with other significant segment items that are regularly provided and used in managing the business.
86
Financial Information by Reportable Segment
Year Ended October 31, 2025
(in millions)
B&I
M&D
Aviation
Education
Technical
Solutions
Total
Revenues
$
4,126.0 $
1,618.6 $
1,118.7 $
922.0 $
960.6 $
8,745.9
Significant segment expenses
Direct labor
2,290.1
1,058.6
657.2
605.7
306.2
4,917.9
Indirect costs
119.8
31.0
12.9
23.4
91.0
278.0
General and administrative
88.3
45.2
41.4
9.5
77.1
261.5
Selling
33.2
12.9
1.6
1.4
52.1
101.2
Other segment items
1,277.6
319.4
340.5
214.3
347.9
2,499.5
Segment operating profit
$
316.9 $
151.4 $
65.2 $
67.7 $
86.5 $
687.6
Corporate
(370.5)
Adjustment for income from unconsolidated affiliates, included in Aviation and Technical Solutions
(4.6)
Adjustment for tax deductions for energy efficient government
buildings, included in Technical Solutions
(0.8)
Total operating profit
$
311.7
Income from unconsolidated affiliates
4.6
Interest expense
(96.4)
Income before income taxes
$
219.9
Other significant segment items
Materials and supplies
$
109.2 $
58.5 $
22.3 $
47.5 $
280.8
Salaries and wages (other than
direct)
126.7
32.1
16.2
16.3
130.4
Consulting and professional services
11.8
5.3
46.0
4.0
9.2
Travel and entertainment (other than
direct)
8.6
3.4
2.1
1.5
6.5
Legal
7.2
1.7
2.5
1.0
1.2
(1)
(3)
87
Year Ended October 31, 2024
(in millions)
B&I
M&D
Aviation
Education
Technical
Solutions
Total
Revenues
$
4,059.1 $
1,554.3 $
1,032.6 $
904.0 $
809.3 $
8,359.4
Significant segment expenses
Direct labor
2,239.9
996.5
596.7
598.4
262.2
4,693.7
Indirect costs
134.5
20.8
16.7
25.0
76.5
273.4
General and administrative
92.7
49.5
41.8
11.5
67.5
262.9
Selling
28.8
7.8
1.5
1.3
49.1
88.5
Other segment items
1,256.2
313.5
316.8
212.5
284.6
2,383.6
Segment operating profit
$
307.0 $
166.3 $
59.1 $
55.3 $
69.4 $
657.2
Corporate
(433.1)
Adjustment for income from unconsolidated affiliates, included in Aviation and Technical Solutions
(6.5)
Adjustment for tax deductions for energy efficient government
buildings, included in Technical Solutions
(5.5)
Total operating profit
$
212.0
Income from unconsolidated affiliates
6.5
Interest expense
(85.0)
Income before income taxes
$
133.6
Other significant segment items
Materials and supplies
$
119.9 $
73.5 $
21.8 $
49.1 $
242.0
Salaries and wages (other than direct)
131.3
25.7
18.5
19.0
107.9
Consulting and professional services
12.5
5.6
45.0
3.0
7.4
Travel and entertainment (other than
direct)
9.6
2.1
1.8
1.2
5.3
Legal
9.6
1.5
2.1
0.8
0.9
(1)
(2)
(3)
88
Year Ended October 31, 2023
(in millions)
B&I
M&D
Aviation
Education
Technical
Solutions
Total
Revenues
$
4,089.4 $
1,526.7 $
925.7 $
880.5 $
674.2 $
8,096.4
Significant segment expenses
Direct labor
2,265.6
995.4
536.2
590.5
250.6
4,638.2
Indirect costs
135.0
19.0
15.8
19.8
61.3
250.9
General and administrative
91.0
47.3
38.9
11.0
51.4
239.6
Selling
32.5
5.7
0.7
2.9
49.7
91.4
Other segment items
1,249.6
297.6
274.1
206.5
208.0
2,235.8
Segment operating profit
$
315.6 $
161.7 $
60.0 $
49.7 $
53.2 $
640.3
Corporate
(226.7)
Adjustment for income from unconsolidated affiliates, included in Aviation and Technical Solutions
(3.9)
Adjustment for tax deductions for energy efficient government
buildings, included in Technical Solutions
(0.3)
Total operating profit
$
409.5
Income from unconsolidated affiliates
3.9
Interest expense
(82.3)
Income before income taxes
$
331.1
Other significant segment items
Materials and supplies
$
116.9 $
68.2 $
24.8 $
48.3 $
154.8
Salaries and wages (other than direct)
133.6
21.4
16.9
18.0
94.1
Consulting and professional services
14.4
4.7
29.1
3.3
4.1
Travel and entertainment (other than
direct)
8.6
1.7
1.4
1.1
4.3
Legal
3.7
2.4
0.2
0.5
0.6
Other segment items consist of payroll related expenses, materials and supplies, insurance costs, depreciation and amortization, consulting and professional
services, and various other expense items.
During the year ended October 31, 2024, reflects adjustments to the fair value of the contingent consideration payable related to the RavenVolt Acquisition of
$95.7 million. During the year ended October 31, 2023, reflects adjustments to the fair value of the contingent consideration payable related to the RavenVolt
Acquisition of $45.6 million and an employee retention credit totaling $24.0 million.
Note these items are included in the segment expenses and operating profit shown above and are listed separately below segment operating profit as they are
metrics that are separately provided to the CODMs on a regular basis.
Depreciation and Amortization
Year Ended October 31,
2025
2024
2023
Business & Industry
$
35.0
$
37.3
$
44.9
Manufacturing & Distribution
11.7
12.2
13.1
Aviation
14.1
12.6
9.6
Education
21.3
21.8
22.5
Technical Solutions
10.4
7.7
17.5
Corporate
13.1
15.0
13.1
$
105.6
$
106.6
$
120.7
(1)
(2)
(3)
(1)
(2)
(3)
89
Geographic Information Based on the Country in Which the Sale Originated
Year Ended October 31,
(in millions)
2025
2024
2023
Revenues
United States
$
8,025.4
$
7,760.9
$
7,565.6
All other countries
720.5
598.4
530.8
$
8,745.9
$
8,359.4
$
8,096.4
Substantially all of our long-lived assets are related to U.S. operations.
(1)
(1)
90
19. SUBSEQUENT EVENT
On December 15, 2025, we entered into a Share Purchase Agreement with PW Red October S.À R.L, Watchman Investment Holdings
Unlimited Company, and certain Management Sellers, as defined in the Purchase Agreement (the “Sellers”), pursuant to which ABM will acquire all
of the issued and outstanding share capital of Iveagh New Opportunities Limited, a company incorporated in Ireland, and its direct and indirect
wholly-owned subsidiaries (collectively, “WGNSTAR”) for an aggregate purchase price of approximately $275 million in cash, payable in accordance
with the terms of the Purchase Agreement and subject to the adjustments set forth therein (the transaction, the “Acquisition”). We will finance the
Acquisition with cash on hand and borrowings under our Amended Credit Facility.
The closing of the Acquisition is subject to the satisfaction or waiver of customary closing conditions, including the expiration or termination
of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as certain other regulatory approvals in Ireland.
91
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
a. Disclosure Controls and Procedures.
As of the end of the period covered by this report, our Principal Executive Officer and Principal Financial Officer evaluated our disclosure
controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon that evaluation, our Principal
Executive Officer and Principal Financial Officer concluded that as of the end of the period covered by this report, our disclosure controls and
procedures were effective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1)
recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange
Commission and (2) accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer,
to allow timely decisions regarding required disclosure.
b. Management’s Report on Internal Control Over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Principal
Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting
based upon the framework in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of
October 31, 2025.
Audit Report on Internal Controls Over Financial Reporting of the Registered Public Accounting Firm
KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual
Report on Form 10-K and, as part of its audit, has issued its report, included herein, on the effectiveness of our internal control over financial
reporting.
c. Changes in Internal Control Over Financial Reporting.
To support the growth of our financial shared service capabilities and standardize our financial systems, we continue to update several key
platforms, including our HR information systems, enterprise resource planning system, and labor management system. The implementation of
several key platforms involves changes in the systems that include internal controls. During the third quarter of 2023 and first quarter of 2025, we
had a change in our internal control over financial reporting as a result of our implementation of a new ERP system and key boundary systems for
the Education, B&I, and M&D industry groups that has materially affected our internal control over financial reporting. The new ERP system and key
boundary systems for these industry groups is replacing our legacy system in which a significant portion of our business transactions originate, are
processed, and recorded. The rest of our industry groups will transition to our new ERP system and key boundary systems over the next several
years. Our new ERP system and key boundary systems are intended to provide us with enhanced transactional processing and management tools,
as compared with our legacy system, and is intended to enhance internal controls over financial reporting. We believe our new ERP system and key
boundary systems will facilitate better transactional reporting and oversight, enhance our internal control over financial reporting, and function as an
important component of our disclosure controls and procedures. Although some of the transitions have proceeded to date without material adverse
effects, the possibility exists that they could adversely affect our internal controls over financial reporting and procedures.
There were no other changes in our internal control over financial reporting during the fiscal year 2025 identified in connection with the
evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
92
ITEM 9B. OTHER INFORMATION.
Trading Arrangements
During the quarter ended October 31, 2025, certain of our “officers,” as defined in Rule 16a-1(f) of the Exchange Act, and directors adopted,
modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of
Regulation S-K, as follows:
Trading Arrangements
Name and Title
Action
Date of Action
Rule 10b5-1 Trading
Arrangement
Non-Rule 10b5-1
Trading
Arrangement
Aggregate Number
of Securities to Be
Sold
Aggregate Number
of Securities to Be
Purchased
Duration
Rene Jacobsen, Executive
Vice President and Chief
Operating Officer
Adoption
October 15, 2025
X
-
86,273 shares of
common stock
-
From January 13, 2026, until
the earlier of (i) the date when
all the shares under the plan
are sold and (ii) December 31,
2026
Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
Mr. Jacobsen’s trading plan provides for the sale of approximately 86,273 gross shares (with any shares underlying performance-based equity awards being
calculated at target), plus any related dividend-equivalent shares earned with respect to such shares, and excluding, as applicable, any shares withheld to satisfy
tax withholding obligations in connection with the net settlement of the equity awards.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
1
(2)
(1)
(2)
93
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
Information about our executive officers is found in Part I, Item 1, of this Annual Report on Form 10-K under “Executive Officers of
Registrant.” Additional information required by this Item will be set forth under the captions “Proposal No. 1—Election of Directors,” “Corporate
Governance and Board Matters,” and “Audit-Related Matters” in our Definitive Proxy Statement for our 2026 Annual Meeting of Stockholders (the
“2026 Proxy Statement”). Such information is incorporated herein by reference. Our 2026 Proxy Statement will be filed with the Securities and
Exchange Commission within 120 days after the conclusion of our fiscal year ended October 31, 2025. We have adopted an Insider Trading Policy
governing the purchase, sale, and other dispositions of our securities by directors, officers, and employees that is reasonably designed to promote
compliance with insider trading laws, rules and regulations, and any applicable listing standards. A copy of our policy is filed with this Annual Report
on Form 10-K as Exhibit 19.
On April 4, 2025, we filed our Annual CEO Certification as required by Section 303A.12 of the NYSE Listed Company Manual.
Code of Business Conduct
We have adopted and posted on our website (www.abm.com) the ABM Code of Business Conduct. Our Code of Business Conduct qualifies
as a “code of ethics” within the meaning of Item 406 of Regulation S-K. Our Code of Business Conduct applies to all of our directors, officers, and
employees, including our Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer. If any amendments are made to
the Code of Business Conduct or if any waiver, including any implicit waiver, from a provision of the Code of Business Conduct is granted to our
Principal Executive Officer, Principal Financial Officer, or Principal Accounting Officer, we will disclose the nature of such amendment or waiver on
our website at the address specified above.
ITEM 11. EXECUTIVE COMPENSATION.
Information with respect to executive compensation required by this Item will be set forth under the captions “Director Compensation for
Fiscal Year 2025,” “Executive Compensation,” and “Corporate Governance and Board Matters—Compensation Committee Interlocks and Insider
Participation” in our 2026 Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Information with respect to security ownership of certain beneficial owners and management and equity compensation plan information and
related stockholder matters required by this Item will be set forth under the captions “General Information—Security Ownership of Certain Beneficial
Owners,” “General Information—Security Ownership of Directors and Executive Officers,” and “General Information—Equity Compensation Plan
Information” in our 2026 Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
Information with respect to certain relationships and related transactions and with respect to director independence required by this Item will
be set forth under the captions “General Information—Certain Relationships and Transactions with Related Persons” and “Corporate Governance
and Board Matters” in our 2026 Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Information with respect to our Audit Committee’s pre-approval policy for audit services performed by KPMG LLP (PCAOB ID 185) and our
principal accounting fees and services required by this Item will be set forth under the caption “Audit-Related Matters” in our 2026 Proxy Statement
and is incorporated herein by reference.
94
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a) The following documents are filed as part of this report:
1. Financial Statements: Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at October 31, 2025 and 2024
Consolidated Statements of Comprehensive Income for the Years Ended October 31, 2025, 2024, and 2023
Consolidated Statements of Stockholders’ Equity for the Years Ended October 31, 2025, 2024, and 2023
Consolidated Statements of Cash Flows for the Years Ended October 31, 2025, 2024, and 2023
2. Financial Statement Schedule
Valuation and Qualifying Accounts for the Years Ended October 31, 2025, 2024, and 2023
3. Exhibits
Exhibit Index
95
ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
(in millions)
Balance
Beginning of Year
Additions from
Acquisitions
Charges to
Costs and
Expenses
Write-offs /
Allowance Taken
Balance
End of Year
Accounts receivable and
sales allowances
2025
$
22.8
—
58.8
(56.1)
$
25.5
2024
25.0
0.3
88.7
(91.3)
22.8
2023
22.6
—
76.0
(73.6)
25.0
Majority of charges to costs and expenses relates to sales allowance.
Write-offs are net of recoveries.
(1)
(2)
(1)
(2)
96
EXHIBIT INDEX
Exhibit
Exhibit Description
Incorporated by Reference
No.
Form
File No.
Exhibit
Filing Date
2.1
Agreement and Plan of Merger, dated July 11, 2017,
among GCA Holding Corp., ABM Industries Incorporated,
Grade Sub One, Inc., Grade Sub Two, LLC and Thomas H.
Lee Equity Fund VII, L.P. and Broad Street Principal
Investments Holdings, L.P., acting jointly as the
Securityholder Representative
8-K
001-08929
2.1
July 14, 2017
2.2
Purchase Agreement, dated August 25, 2021, among
Crown Building Maintenance Co., Crown Energy Services,
Inc., ABM Industries Incorporated and the sellers and
sellers’ representative party thereto
8-K
001-08929
2.1
August 25, 2021
2.3
Agreement and Plan of Merger, dated August 17, 2022, by
and among ABM Industries Incorporated, RavenVolt
Merger Sub, Inc., RavenVolt, Inc. and Jonathan Hinton, as
shareholders’ representative
8-K
001-08929
2.1
August 18, 2022
3.1
Restated Certificate of Incorporation of ABM Industries
Incorporated, dated March 26, 2020
8-K
001-08929
3.1
March 27, 2020
3.2
Amended and Restated Bylaws of ABM Industries
Incorporated, dated March 27, 2024
8-K
001-08929
3.1
March 27, 2024
4.1
Description of Registrant’s Securities
10-K
001-08929
4.1
December 17, 2020
10.1
Credit Agreement, dated as of September 1, 2017, by and
among ABM Industries Incorporated, a Delaware
corporation, certain subsidiaries of ABM Industries
Incorporated from time to time party thereto, the lenders
from time to time party thereto and Bank of America, N.A.,
as administrative agent
8-K
001-08929
10.2
September 8, 2017
10.2
Letter Agreement, dated November 6, 2017, between ABM
Industries Incorporated and Bank of America, N.A., as
Swingline Lender with respect to the Credit Agreement
dated as of September 1, 2017, among ABM Industries
Incorporated, the Designated Borrowers party thereto, the
Lenders party thereto and Bank of America, N.A., as
administrative agent
10-K
001-08929
10.3
December 22, 2017
10.3
First Amendment, dated as of July 3, 2018, to the Credit
Agreement dated September 1, 2017, by and among ABM
Industries Incorporated, a Delaware corporation, the
Designated Borrowers identified on the signature pages
thereto, the Guarantors identified on the signature pages
thereto, the Lenders identified on the signature pages
thereto, and Bank of America, N.A., as administrative agent
10-Q
001-08929
10.1
September 7, 2018
10.4
Second Amendment, dated as of September 5, 2018, to
the Credit Agreement dated September 1, 2017, by and
among ABM Industries Incorporated, a Delaware
corporation, the Designated Borrowers identified on the
signature pages thereto, the Guarantors identified on the
signature pages thereto, the Lenders identified on the
signature pages thereto, and Bank of America, N.A., as
administrative agent
10-Q
001-08929
10.2
September 7, 2018
97
10.5
Third Amendment, dated as of May 28, 2020, to the Credit
Agreement dated September 1, 2017, by and among ABM
Industries Incorporated, a Delaware corporation, the
Designated Borrowers identified on the signature pages
thereto, the Guarantors identified on the signature pages
thereto, the Lenders identified on the signatures pages
thereto and Bank of America, N.A., as administrative agent
10-Q
001-08929
10.1
June 18, 2020
10.6
Fourth Amendment, dated as of June 28, 2021, to the
Credit Agreement dated September 1, 2017, by and among
ABM Industries Incorporated, a Delaware corporation, the
Designated Borrowers identified on the signature pages
thereto, the Guarantors identified on the signature pages
thereto, the Lenders identified on the signature pages
thereto and Bank of America, N.A., as administrative agent
10-Q
001-08929
10.1
September 9, 2021
10.7
Fifth Amendment, dated as of November 1, 2022, to the
Credit Agreement dated September 1, 2017, by and among
ABM Industries Incorporated, a Delaware corporation, the
Designated Borrowers identified on the signature pages
thereto, the Subsidiary Guarantors identified on the
signature pages thereto, the Lenders identified on the
signature pages thereto and Bank of America, N.A., as
administrative agent
10-K
001-08929
10.7
December 21, 2022
10.8
LIBOR Transition Amendment, dated as of November 1,
2022, by and among ABM Industries Incorporated, a
Delaware corporation, the Designated Borrowers identified
on the signature pages thereto, the Subsidiary Guarantors
identified on the signature pages thereto, the Lenders
identified on the signature pages thereto and Bank of
America, N.A., as administrative agent
10-K
001-08929
10.8
December 21, 2022
10.9
Amended and Restated Credit Agreement, dated as of
February 26, 2025, among ABM Industries Incorporated,
ABM Aviation UK Limited, each of the other subsidiaries of
ABM Industries Incorporated from time to time party
thereto, the financial institutions listed on the signature
pages thereof as lenders and Bank of America, N.A. as
administrative agent and collateral agent for the lenders
8-K
001-08929
10.1
February 28, 2025
10.10*
ABM Executive Retiree Healthcare and Dental Plan
10-K
001-08929
10.17
January 14, 2005
10.11*
Deferred Compensation Plan for Non-Employee Directors,
as amended and restated December 13, 2010
10-K
001-08929
10.7
December 23, 2010
10.12*
Form of Director’s Indemnification Agreement
10-K
001-08929
10.9
December 21, 2018
10.13*
2006 Equity Incentive Plan, as amended and restated
March 7, 2018
8-K
001-08929
10.1
March 8, 2018
10.14*
ABM Industries Incorporated 2021 Equity and Incentive
Compensation Plan, as amended and restated October 23,
2023
10-K
001-08929
10.13
December 18, 2023
98
10.15*
Statement of Terms and Conditions Applicable to Options,
Restricted Stock and Restricted Stock Units, and
Performance Shares Granted to Employees Pursuant to
the 2006 Equity Incentive Plan, for Awards Granted on or
after March 4, 2015
10-Q
001-08929
10.2
June 3, 2015
10.16*
Statement of Terms and Conditions Applicable to Options,
Restricted Stock and Restricted Stock Units, and
Performance Shares Granted to Employees Pursuant to
the 2006 Equity Incentive Plan, for Awards Granted on or
after January 1, 2020
10-Q
001-08929
10.1
March 5, 2020
10.17*
Statement of Terms and Conditions Applicable to Awards
Granted to Employees Pursuant to the 2021 Equity and
Incentive Compensation Plan
10-Q
001-08929
10.1
June 9, 2021
10.18*
Statement of Terms and Conditions Applicable to Awards
Granted to UK Employees Pursuant to the 2021 Equity and
Incentive Compensation Plan
10-K
001-08929
10.20
December 21, 2022
10.19*
Statement of Terms and Conditions Applicable to Awards
Granted to Employees Pursuant to the 2021 Equity and
Incentive Compensation Plan, for Awards Granted on or
after January 1, 2022
10-Q
001-08929
10.1
March 9, 2022
10.20*
Statement of Terms and Conditions Applicable to Awards
Granted to Employees Pursuant to the 2021 Equity and
Incentive Compensation Plan, for Awards Granted on or
after October 23, 2023
10-K
001-08929
10.19
December 18, 2023
10.21*
Statement of Terms and Conditions Applicable to Options,
Restricted Stock, and Restricted Stock Units Granted to
Directors Pursuant to the 2006 Equity Incentive Plan, for
Awards Granted on or after March 4, 2015
10-Q
001-08929
10.3
June 3, 2015
10.22*
Statement of Terms and Conditions Applicable to Options,
Restricted Stock, and Restricted Stock Units Granted to
Directors Pursuant to the 2006 Equity Incentive Plan, for
Awards Granted on or after January 1, 2020
10-Q
001-08929
10.2
March 5, 2020
10.23*
Statement of Terms and Conditions Applicable to Awards
Granted to Non-Employee Directors Pursuant to the 2021
Equity and Incentive Compensation Plan
10-Q
008-08929
10.2
June 9, 2021
10.24*
Form of Restricted Stock Unit Agreement - 2006 Equity
Plan
10-K
001-08929
10.18
December 20, 2019
10.25*
Form of Restricted Stock Unit Agreement for Employees –
2021 Equity and Incentive Compensation Plan
10-Q
001-08929
10.2
March 9, 2022
10.26*
Form of Performance Share Agreement for Employees -
2021 Equity and Incentive Compensation Plan
10-Q
001-08929
10.3
March 9, 2022
10.27*
Executive Stock Option Plan (aka Age-Vested Career
Stock Option Plan), as amended and restated June 4, 2012
10-Q
001-08929
10.1
September 6, 2012
10.28*
Deferred Compensation Plan for Executives, amended and
restated October 25, 2010
10-K
001-08929
10.22
December 23, 2010
10.29*
Deferred Compensation Plan for Executives, amended and
restated October 2, 2023
10-K
001-08929
10.29
December 18, 2023
10.30*
Supplemental Executive Retirement Plan, as amended and
restated June 3, 2008
10-Q
001-08929
10.4
September 8, 2008
99
10.31*
Service Award Benefit Plan, as amended and restated
June 3, 2008
10-Q
001-08929
10.5
September 8, 2008
10.32*
Executive Severance Plan and Summary Plan Description,
effective as of June 4, 2024
10-K
001-08929
10.31
December 19, 2024
10.33*
Amended and Restated Executive Employment
Agreement, dated as of September 22, 2017, by and
between ABM Industries Incorporated and Scott Salmirs
10-K
001-08929
10.28
December 22, 2017
10.34*
Amended and Restated Change in Control Agreement,
dated as of September 22, 2017, by and between ABM
Industries Incorporated and Scott Salmirs
10-K
001-08929
10.29
December 22, 2017
10.35*
Executive Employment Agreement, dated as of January 1,
2018, by and between ABM Industries Incorporated and
Rene Jacobsen
10-Q
001-08929
10.3
March 7, 2018
10.36*
Change in Control Agreement, dated as of January 1,
2018, by and between ABM Industries Incorporated and
Rene Jacobsen
10-Q
001-08929
10.4
March 7, 2018
10.37*
Executive Employment Agreement, dated as of March 1,
2018, by and between ABM Industries Incorporated and
Andrea Newborn
10-Q
001-08929
10.1
March 7, 2019
10.38*
Change in Control Agreement, dated as of March 1, 2018,
by and between ABM Industries Incorporated and Andrea
Newborn
10-Q
001-08929
10.2
March 7, 2019
10.39*
Executive Employment Agreement, dated as of October 28,
2019, by and between ABM Industries Incorporated and
Joshua H. Feinberg
10-K
001-08929
10.35
December 20, 2019
10.40*
Change in Control Agreement, dated as of February 8,
2020, by and between ABM Industries Incorporated and
Joshua H. Feinberg
10-Q
001-08929
10.4
June 9, 2021
10.41*
Executive Separation and Release Agreement, dated as of
October 31, 2024, by and between ABM Industries
Incorporated and Joshua H. Feinberg
10-K
001-08929
10.4
December 19, 2024
10.42*
Executive Employment Agreement, dated as of November
1, 2020, by and between ABM Industries Incorporated and
Earl R. Ellis
10-Q
001-08929
10.6
June 9, 2021
10.43*
Change in Control Agreement, dated as of November 30,
2020, by and between ABM Industries Incorporated and
Earl R. Ellis
10-Q
001-08929
10.7
June 9, 2021
10.44*
Executive Employment Agreement, dated as of September
1, 2021, by and between ABM Industries Incorporated and
Raul Valentin
10-Q
001-08929
10.1
March 12, 2025
10.45*
Change in Control Agreement, dated as of September 1,
2021, by and between ABM Industries Incorporated and
Raul Valentin
10-Q
001-08929
10.2
March 12, 2025
10.46 *‡
Executive Separation and Release Agreement, dated as of
September 5, 2025, by and between ABM Industries
Incorporated and Earl Ellis
19
Insider Trading Policy
10-K
001-08929
19
December 19, 2024
21.1‡
Subsidiaries of the Registrant
23.1‡
Consent of Independent Registered Public Accounting Firm
100
31.1‡
Certification of Chief Executive Officer pursuant to
Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-
14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2‡
Certification of Chief Financial Officer pursuant to
Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-
14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1†
Certifications pursuant to Securities Exchange Act of 1934
Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350,
as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
97*
ABM Industries Incorporated Amended and Restated
Recoupment Policy, effective October 2, 2023
10-K
001-08929
97
December 18, 2023
101.INS ‡
Inline XBRL Instance Document (the instance document
does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL
document)
101.SCH ‡
Inline XBRL Taxonomy Extension Schema Document
101.CAL‡
Inline XBRL Taxonomy Calculation Linkbase Document
101.LAB ‡
Inline XBRL Taxonomy Label Linkbase Document
101.PRE ‡
Inline XBRL Presentation Linkbase Document
101.DEF ‡
Inline XBRL Taxonomy Extension Definition Linkbase
Document
104†
Cover Page Interactive Data File (formatted as Inline XBRL
and contained in Exhibit 101)
*
Indicates management contract or compensatory plan, contract, or arrangement
‡
Indicates filed herewith
†
Indicates furnished herewith
101
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
ABM Industries Incorporated
By:
/s/ Scott Salmirs
Scott Salmirs
President and Chief Executive Officer and Director
December 19, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of
ABM
Industries
and
in
the
capacities
and
on
the
dates
indicated.
By:
/s/ Scott Salmirs
Scott Salmirs
President and Chief Executive Officer and Director
(Principal Executive Officer)
December 19, 2025
/s/ David M. Orr
/s/ Dean A. Chin
David M. Orr
Executive Vice President and
Chief Financial Officer
Dean A. Chin
Senior Vice President, Chief Accounting Officer,
Corporate Controller and Treasurer
(Principal Financial Officer)
(Principal Accounting Officer)
December 19, 2025
December 19, 2025
/s/ Sudhakar Kesavan
/s/ Quincy L. Allen
Sudhakar Kesavan
Quincy L. Allen, Director
Chairman of the Board and Director
December 19, 2025
December 19, 2025
/s/ LeighAnne G. Baker
/s/ Carol A. Clements
LeighAnne G. Baker, Director
Carol Clements, Director
December 19, 2025
December 19, 2025
/s/ Donald F. Colleran
/s/ James D. DeVries
Donald F. Colleran, Director
James D. DeVries, Director
December 19, 2025
December 19, 2025
/s/ Art A. Garcia
/s/ Thomas M. Gartland
Art A. Garcia, Director
Thomas M. Gartland, Director
December 19, 2025
December 19, 2025
/s/ Jill M. Golder
/s/ Barry A. Hytinen
Jill M. Golder, Director
Barry A. Hytinen, Director
December 19, 2025
December 19, 2025
/s/ Winifred M. Webb
Winifred M. Webb, Director
December 19, 2025
102
Board of Directors
Sudhakar Kesavan [ C ]
Non-Executive Chairman of the Board,
ABM Industries Incorporated
Former Chairman and Chief Executive
ĕħ
ħ
Ħ
Quincy L. Allen [ B, D ]
ĕ
ħ
LeighAnne G. Baker [ A, C ]
Former Senior Vice President and Chief
ĕħħ
Ħ
Carol A. Clements [ D ]
ĕħ
Donald F. Colleran [ A, D ]
Former President and Chief Executive
ĕħ
James D. DeVries [ A ]
Chairman, President, and Chief Executive
ĕħ
Art A. Garcia [ D ]
Former Executive Vice President and
ĕħ
ħ
Ħ
Thomas M. Gartland [ A, C ]
ĕħ
Jill M. Golder [ B, C ]
Former Senior Vice President and
ĕħ
ħ
Ħ
Barry A. Hytinen [ B ]
ĕħ
Scott Salmirs
ĕħ
ABM Industries Incorporated
Wendy M. Webb [ B, D ]
ħħ
Ħ
[ A ] Compensation Committee
[ B ] Audit Committee
Œœ
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ŬūħŭūŭŰ
ĕ
Scott Salmirs
ĕ
Rene Jacobsen
Executive Vice President and
ĕ
David Orr
Executive Vice President and
ĕ
Tom Gallo
Executive Vice President and
ĕ
Melanie Kirkwood Ruiz
Executive Vice President and
ĕ
Sean Mahoney
Executive Vice President and
Miranda Tolar
Executive Vice President and
Raúl Valentin
Executive Vice President and
ĕ
Dean A. Chin
Senior Vice President, Chief Accounting
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