FORWARD-LOOKING STATEMENTS This section outlines the inherent risks and uncertainties associated with forward-looking statements in the Form 10-Q, covering competitive, operational, and economic factors Forward-Looking Statements Overview The Form 10-Q contains forward-looking statements subject to various known and unknown risks, uncertainties, and assumptions that could materially affect actual results - The report contains forward-looking statements subject to various risks and uncertainties, including competitive market pressures, labor shortages, turnover, and cost increases, and the ability to attract and retain qualified personnel11 - Risks also include the success of the ELEVATE strategy, client relationship preservation, subcontractor liabilities, international business risks, decreased commercial office space utilization, negative general economic conditions, and potential breaches or disruptions to IT systems11 - Further risks encompass challenges with new ERP system implementation, acquisition/divestiture failures, self-insurance volatility, legal proceedings, regulatory compliance costs, collective bargaining agreements, tax policy changes, increased borrowings and interest rates, goodwill impairment, internal control failures, adverse weather, catastrophic events, and activist investor actions1114 PART I. FINANCIAL INFORMATION This part presents ABM Industries' unaudited consolidated financial statements and management's discussion and analysis of financial condition and results of operations Item 1. Consolidated Financial Statements This section presents ABM Industries' unaudited consolidated financial statements, including balance sheets, income statements, equity statements, and cash flow statements Consolidated Balance Sheets Total assets and stockholders' equity increased from October 31, 2024, to July 31, 2025, driven by receivables and goodwill, partially offset by increased long-term debt Consolidated Balance Sheet Highlights (in millions) | Metric | July 31, 2025 | October 31, 2024 | | :-------------------------------- | :------------ | :--------------- | | Total assets | $5,270.5 | $5,097.2 | | Total liabilities | $3,439.6 | $3,315.2 | | Total stockholders' equity | $1,830.9 | $1,781.9 | | Cash and cash equivalents | $69.3 | $64.6 | | Trade accounts receivable, net | $1,495.0 | $1,384.1 | | Goodwill | $2,588.6 | $2,575.9 | | Long-term debt, net | $1,500.4 | $1,302.2 | Consolidated Statements of Comprehensive Income Net income and operating profit significantly improved for both the three and nine months ended July 31, 2025, driven by revenue growth and reduced SG&A expenses Consolidated Statements of Comprehensive Income Highlights (in millions, except per share) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Nine Months Ended July 31, 2025 | Nine Months Ended July 31, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Revenues | $2,224.0 | $2,094.2 | $6,450.5 | $6,182.0 | | Operating profit | $83.4 | $37.4 | $243.3 | $192.8 | | Net income | $41.8 | $4.7 | $127.6 | $93.1 | | Basic EPS | $0.67 | $0.07 | $2.04 | $1.47 | | Diluted EPS | $0.67 | $0.07 | $2.03 | $1.46 | Consolidated Statements of Stockholders' Equity Stockholders' equity increased for the nine months ended July 31, 2025, due to net income, partially offset by common stock repurchases and higher dividends Stockholders' Equity Changes (in millions, except per share) | Metric | Nine Months Ended July 31, 2025 | Nine Months Ended July 31, 2024 | | :-------------------------------- | :------------------------------ | :------------------------------ | | Balance, beginning of period (Total Stockholders' Equity) | $1,781.9 | $1,781.9 (from Oct 31, 2024) / $1,781.9 (from Oct 31, 2023) | | Net income | $127.6 | $93.1 | | Dividends (Common stock) | $(49.4) | $(42.4) | | Repurchase of common stock, including excise tax | $(48.5) | $(23.8) | | Balance, end of period (Total Stockholders' Equity) | $1,830.9 | $1,835.0 | | Cash dividends declared per common share | $0.795 | $0.675 | Consolidated Statements of Cash Flows Net cash from operating activities decreased for the nine months ended July 31, 2025, due to ERP transition and contingent consideration, while investing and financing activities remained stable Consolidated Statements of Cash Flows Highlights (in millions) | Metric | Nine Months Ended July 31, 2025 | Nine Months Ended July 31, 2024 | | :-------------------------------- | :------------------------------ | :------------------------------ | | Net cash provided by operating activities | $101.0 | $196.3 | | Net cash used in investing activities | $(74.8) | $(157.9) | | Net cash used in financing activities | $(22.5) | $(23.0) | | Net increase in cash and cash equivalents | $4.7 | $16.8 | | Cash and cash equivalents at end of period | $69.3 | $86.3 | - The decrease in operating cash flow was primarily due to increased working capital requirements from the ERP system transition, which temporarily delayed invoicing, and a $16.0 million operating cash outflow for RavenVolt contingent consideration167 Notes to Consolidated Financial Statements This section provides detailed explanations and disclosures regarding ABM's accounting policies, significant transactions, and financial instrument valuations 1. The Company and Nature of Operations ABM is a leading provider of integrated facility services across five segments, offering janitorial, engineering, parking, and specialized technical solutions - ABM provides integrated facility services across B&I, M&D, Aviation, Education, and Technical Solutions segments25 - Services include janitorial, facilities engineering, parking, and specialized mechanical and electrical technical solutions25 2. Basis of Presentation and Significant Accounting Policies Financial statements are prepared under U.S. GAAP for interim reporting, with ASU 2022-04 adoption having no material impact due to non-participation in supplier finance programs - Unaudited consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and Form 10-Q instructions26 - Management reimbursement revenue for the three and nine months ended July 31, 2025, was $88.7 million and $255.2 million, respectively, showing an increase from the prior year28 - The company adopted ASU 2022-04 (Supplier Finance Programs) effective November 1, 2023, with no material impact due to non-participation in such programs2930 3. Acquisitions ABM acquired LMC FM in June 2025 for $22.5 million cash and made a $75.0 million contingent consideration payment for RavenVolt in Q3 2025 - Acquired LMC FM Limited on June 1, 2025, for approximately $22.5 million cash, plus potential $5.9 million contingent consideration31 - LMC contributed $9.3 million in revenues to the Technical Solutions segment for the three and nine months ended July 31, 202532 - Acquired Quality Uptime Services, Inc. on June 21, 2024, for $116.3 million net cash33 - Made a $75.0 million payment in Q3 2025 for RavenVolt's calendar year 2024 contingent consideration, with $16.0 million classified as operating cash outflow and $59.0 million as financing cash outflow35167169 4. Revenues Revenues are disaggregated by service lines and segments, with total revenues of $2,224.0 million and $6,450.5 million for the three and nine months ended July 31, 2025, respectively Revenues by Major Service Line and Segment (Three Months Ended July 31, 2025, in millions) | Major Service Line | B&I | M&D | Aviation | Education | Technical Solutions | Total | | :----------------- | :-- | :-- | :------- | :-------- | :------------------ | :---- | | Janitorial | $715.5 | $343.3 | $60.1 | $204.9 | — | $1,323.8 | | Aviation Services | — | — | $134.5 | — | — | $134.5 | | Parking and Transportation | $111.6 | $13.6 | $84.2 | $0.1 | — | $209.4 | | Operations and Maintenance | $210.5 | $51.3 | $12.9 | $30.1 | — | $304.8 | | Building & Energy Solutions | $1.2 | $0.7 | — | — | $249.5 | $251.4 | | Total | $1,038.7 | $408.9 | $291.8 | $235.1 | $249.5 | $2,224.0 | Revenues by Major Service Line and Segment (Nine Months Ended July 31, 2025, in millions) | Major Service Line | B&I | M&D | Aviation | Education | Technical Solutions | Total | | :----------------- | :-- | :-- | :------- | :-------- | :------------------ | :---- | | Janitorial | $2,119.9 | $1,010.9 | $166.0 | $599.3 | — | $3,896.1 | | Aviation Services | — | — | $368.2 | — | — | $368.2 | | Parking and Transportation | $321.4 | $38.9 | $248.4 | $0.3 | — | $609.1 | | Operations and Maintenance | $632.0 | $150.5 | $39.3 | $88.6 | — | $910.4 | | Building & Energy Solutions | $3.9 | $0.9 | — | — | $662.0 | $666.8 | | Total | $3,077.2 | $1,201.2 | $822.0 | $688.2 | $662.0 | $6,450.5 | - Remaining performance obligations totaled $273.0 million at July 31, 2025, with approximately 77% expected to be recognized over the next 12 months4142 Contract Balances (in millions) | Metric | July 31, 2025 | October 31, 2024 | | :-------------------------------- | :------------ | :--------------- | | Billed trade receivables | $1,262.4 | $1,282.9 | | Unbilled trade receivables | $257.7 | $124.0 | | Costs incurred in excess of amounts billed | $159.1 | $162.1 | | Capitalized commissions | $32.4 | $30.8 | | Contract liabilities (end of period) | $151.6 | $118.2 (beginning of period) | 5. Net Income Per Common Share Basic and diluted net income per common share significantly increased for both the three and nine months ended July 31, 2025, reflecting improved net income Net Income Per Common Share (in millions, except per share amounts) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Nine Months Ended July 31, 2025 | Nine Months Ended July 31, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net income | $41.8 | $4.7 | $127.6 | $93.1 | | Basic EPS | $0.67 | $0.07 | $2.04 | $1.47 | | Diluted EPS | $0.67 | $0.07 | $2.03 | $1.46 | | Weighted-average common and common equivalent shares outstanding — Basic | 62.5 | 63.1 | 62.6 | 63.3 | | Weighted-average common and common equivalent shares outstanding — Diluted | 62.8 | 63.5 | 63.0 | 63.6 | 6. Fair Value of Financial Instruments Financial instruments, including cash, insurance deposits, and contingent consideration, are measured at fair value, with RavenVolt contingent consideration being a Level 3 measurement Financial Assets and Liabilities Measured at Fair Value (in millions) | Metric | Fair Value Hierarchy | July 31, 2025 | October 31, 2024 | | :-------------------------------- | :------------------- | :------------ | :--------------- | | Cash and cash equivalents | 1 | $69.3 | $64.6 | | Insurance deposits | 1 | $4.8 | $2.3 | | Assets held in funded deferred compensation plan | 1 | $4.6 | $4.4 | | Credit facility | 2 | $1,532.5 | $1,335.3 | | Interest rate swap assets | 2 | $7.9 | $13.5 | | Preferred equity investment | 3 | $14.1 | $15.4 | | Contingent consideration | 3 | $39.8 | $109.1 | - Contingent consideration for the RavenVolt Acquisition is remeasured at each reporting date using Level 3 inputs, based on the expected probability of achieving contingency targets51 7. Insurance ABM uses insured and self-insurance programs, retaining significant exposure per occurrence, with an insignificant adjustment to reserves in Q3 2025 compared to a $17.9 million increase in Q3 2024 - The company uses a combination of insured and self-insurance programs, retaining $1.0 million to $5.0 million of exposure per occurrence52 - A comprehensive actuarial review in Q3 2025 led to an insignificant adjustment to total reserves for known and IBNR claims5556 - In Q3 2024, a similar review resulted in a $17.9 million increase in total reserves related to prior years56 Insurance-Related Balances (in millions) | Metric | July 31, 2025 | October 31, 2024 | | :-------------------------------- | :------------ | :--------------- | | Insurance claim reserves, excluding medical and dental | $613.1 | $608.4 | | Medical and dental claim reserves | $13.5 | $11.0 | | Insurance recoverables | $85.6 | $91.0 | | Standby letters of credit | $24.9 | $53.1 | | Surety bonds and surety-backed letters of credit | $212.3 | $175.3 | | Restricted insurance deposits | $4.8 | $2.3 | | Total collateralizing insurance obligations | $241.9 | $230.7 | 8. Credit Facility ABM amended its Credit Facility in February 2025, extending maturity to 2030 and increasing capacity, while remaining in compliance with all covenants and using interest rate swaps for hedging - Amended and restated Credit Facility on February 26, 2025, extending maturity to February 26, 203060 - Increased revolving credit facility capacity from $1.3 billion to $1.6 billion and term loan from $528.1 million to $600.0 million60 - Incurred $8.0 million in deferred financing costs for the Amended Credit Facility64 - At July 31, 2025, the company was in compliance with all credit facility covenants, including leverage and interest coverage ratios61 Long-Term Debt Maturities (in millions) | Year | Amount | | :--- | :----- | | 2025 | $7.5 | | 2026 | $30.0 | | 2027 | $30.0 | | 2028 | $30.0 | | 2029 | $30.0 | | 2030 | $1,405.0 | - Utilizes interest rate swap agreements to fix variable interest rates on portions of debt, designated as cash flow hedges66 9. Common Stock The Board expanded the share repurchase program by $150.0 million in December 2023, with 0.97 million shares repurchased for $48.3 million during the nine months ended July 31, 2025 - Board expanded the share repurchase program by an additional $150.0 million effective December 13, 202367 Share Repurchase Activity (in millions, except per share amounts) | Metric | Three Months Ended July 31, 2025 | Nine Months Ended July 31, 2025 | | :-------------------------------- | :------------------------------- | :------------------------------ | | Total number of shares purchased | 0.56 | 0.97 | | Average price paid per share | $48.77 | $49.82 | | Total cash paid for share repurchases | $27.1 | $48.3 | - At July 31, 2025, $106.1 million of authorization remained under the share repurchase program68 10. Commitments and Contingencies ABM has $29.7 million in letters of credit, $1,018.0 million in surety bonds, and $200.6 million in energy savings guarantees, with $9.3 million accrued for probable litigation losses Commitments and Contingencies (as of July 31, 2025, in millions) | Commitment Type | Amount | | :-------------------------------- | :----- | | Letters of credit | $29.7 | | Surety bonds and surety-backed letters of credit | $1,018.0 | | Guaranteed energy savings contracts | $200.6 | | Accrued for probable litigation losses | $9.3 | | Estimated range of reasonably possible losses | $0 - $10.9 | - The company is subject to sales tax laws and regulations, which are routinely audited and could materially impact results73 - Litigation outcomes are difficult to predict, and the estimated range of loss does not represent the maximum possible exposure7677 11. Income Taxes ABM's effective tax rates for the three and nine months ended July 31, 2025, were 29.6% and 26.9%, respectively, with no material impact anticipated from new tax legislation Effective Tax Rates | Period | Effective Tax Rate (2025) | Effective Tax Rate (2024) | | :-------------------------------- | :------------------------ | :------------------------ | | Three Months Ended July 31 | 29.6% | 74.0% | | Nine Months Ended July 31 | 26.9% | 30.7% | - The Q3 2024 effective tax rate was impacted by energy efficiency incentives and non-taxable changes in RavenVolt contingent consideration fair value81 - The Q3 2025 effective tax rate benefited from discrete items, primarily return to provision adjustments related to non-U.S. operations82 - The company does not anticipate a material impact from the One Big Beautiful Bill Act (OBBBA) or the OECD Pillar Two Model Rules8384 - Foreign earnings are planned for reinvestment to fund non-U.S. growth, with no anticipated remittance to the United States85 12. Segment Information ABM operates through five reportable segments, all of which reported revenue growth for both the three and nine months ended July 31, 2025, with Technical Solutions showing the highest percentage growth - ABM's reportable segments are B&I, M&D, Aviation, Education, and Technical Solutions, each offering specialized facility services8788 Revenues by Reportable Segment (in millions) | Segment | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Nine Months Ended July 31, 2025 | Nine Months Ended July 31, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Business & Industry | $1,038.7 | $1,010.6 | $3,077.2 | $3,033.4 | | Manufacturing & Distribution | $408.9 | $377.1 | $1,201.2 | $1,166.6 | | Aviation | $291.8 | $268.4 | $822.0 | $756.1 | | Education | $235.1 | $228.3 | $688.2 | $674.0 | | Technical Solutions | $249.5 | $209.7 | $662.0 | $551.9 | | Total Revenues | $2,224.0 | $2,094.2 | $6,450.5 | $6,182.0 | Operating Profit by Reportable Segment (in millions) | Segment | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Nine Months Ended July 31, 2025 | Nine Months Ended July 31, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Business & Industry | $73.8 | $77.8 | $236.2 | $235.0 | | Manufacturing & Distribution | $36.4 | $40.9 | $115.6 | $125.9 | | Aviation | $19.7 | $17.8 | $48.4 | $40.6 | | Education | $21.1 | $18.0 | $48.9 | $42.3 | | Technical Solutions | $19.4 | $17.9 | $49.4 | $41.4 | | Corporate | $(85.7) | $(130.6) | $(251.8) | $(285.0) | 13. Subsequent Events ABM initiated a restructuring program in Q4 2025, anticipating $10.0 million in charges and $35.0 million in annualized cost savings, and expanded its share repurchase program by an additional $150.0 million - Implemented a restructuring program in Q4 2025, expecting $10.0 million in charges and $35.0 million in annualized cost savings by early 20269198 - Board of Directors expanded the Share Repurchase Program by an additional $150.0 million on September 3, 202592 - Total authorization for repurchases under the Share Repurchase Program stood at $233.1 million as of September 3, 202592 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on ABM's financial condition, performance, liquidity, and capital resources, including the ELEVATE strategy and recent restructuring efforts Business Overview ABM is a leading integrated facility solutions provider executing its ELEVATE strategy with planned investments of $200-$215 million, and a Q4 2025 restructuring program targeting $35.0 million in annualized cost savings - ABM is a leading provider of integrated facility solutions, customized by industry96 - The ELEVATE strategy, launched in December 2021, aims to strengthen industry leadership through end-market repositioning and core service enhancement, with expected investments of $200-$215 million9798 - A restructuring program initiated in Q4 2025 is expected to deliver approximately $35.0 million of annualized cost savings by early 2026, with $10.0 million in restructuring charges anticipated in Q498 Segment Reporting ABM's operations are categorized into five reportable segments: Business & Industry, Manufacturing & Distribution, Aviation, Education, and Technical Solutions, each offering distinct facility services - Reportable segments include B&I, M&D, Aviation, Education, and Technical Solutions101 - Each segment offers specialized services, such as janitorial, facilities engineering, parking, and technical solutions, with varying contract structures102 Key Financial Highlights Revenues increased by 6.2% to $2,224.0 million for the three months ended July 31, 2025, driving a significant increase in operating profit, while operating cash flow decreased for the nine months due to ERP transition and contingent consideration - Revenues increased by $129.8 million (6.2%) to $2,224.0 million for the three months ended July 31, 2025, with 5.0% organic growth and 1.2% acquisition growth104 - Operating profit increased by $46.0 million to $83.4 million for the three months ended July 31, 2025, driven by revenue increases, operational efficiencies, and strategic pricing104 - Effective tax rates were 29.6% (2025) and 74.0% (2024) for the three months, with 2024 impacted by discrete items104 - Net cash provided by operating activities decreased to $101.0 million for the nine months ended July 31, 2025, from $196.3 million in the prior year, primarily due to ERP system transition and contingent consideration payment104 - Dividends of $49.4 million were paid, and $0.795 per common share declared for the nine months ended July 31, 2025. Share repurchases totaled 1.46 million shares for $71.3 million in 2025104 - Total outstanding borrowings under the Amended Credit Facility were $1.5 billion at July 31, 2025, with $621.7 million of borrowing capacity remaining104 Three Months Ended July 31, 2025, Compared with the Three Months Ended July 31, 2024 Consolidated revenues grew by 6.2% to $2,224.0 million, and operating profit significantly increased by 123.0% to $83.4 million, driven by reduced SG&A expenses and operational efficiencies Consolidated Financial Performance (Three Months Ended July 31, in millions, except per share) | Metric | 2025 | 2024 | Increase / (Decrease) | Change % | | :-------------------------------- | :----- | :----- | :-------------------- | :------- | | Revenues | $2,224.0 | $2,094.2 | $129.8 | 6.2% | | Operating expenses | $1,949.6 | $1,831.0 | $118.6 | 6.5% | | Gross margin | 12.3% | 12.6% | (23) bps | - | | Selling, general and administrative expenses | $177.5 | $211.8 | $(34.3) | (16.2)% | | Operating profit | $83.4 | $37.4 | $46.0 | 123.0% | | Net income | $41.8 | $4.7 | $37.1 | NM* | | Diluted EPS | $0.67 | $0.07 | - | NM* | - Revenue growth was 5.0% organic and 1.2% from acquisitions (Quality Uptime and LMC)106 - Gross margin decreased by 23 bps due to strategic pricing decisions and managing contract escalation timing, partially offset by operational efficiencies in Aviation and Education107 - SG&A decrease was primarily due to the absence of a $36.0 million contingent consideration fair value adjustment related to RavenVolt in 2025, partially offset by increased compensation and headcount from acquisitions108109 - Interest expense increased by 19.5% due to higher borrowings for working capital and RavenVolt contingent consideration payment111 - Effective tax rate decreased from 74.0% to 29.6% due to discrete items in the prior year112113 - Interest rate swaps shifted from a $12.4 million loss to a $0.8 million gain114 - Foreign currency translation shifted from a $2.7 million gain to a $1.5 million loss due to USD/GBP fluctuations115 Business & Industry (B&I) B&I revenues increased by 2.8% to $1,038.7 million, driven by client expansions, but operating profit decreased by 5.2% to $73.8 million due to strategic pricing and contract escalation timing B&I Performance (Three Months Ended July 31, in millions) | Metric | 2025 | 2024 | Increase / (Decrease) | Change % | | :---------------- | :----- | :----- | :-------------------- | :------- | | Revenues | $1,038.7 | $1,010.6 | $28.1 | 2.8% | | Operating profit | $73.8 | $77.8 | $(4.0) | (5.2)% | | Operating profit margin | 7.1% | 7.7% | (60) bps | - | - Revenue increase driven by client expansions (domestic and international), strategic pricing, and higher volumes in sports and entertainment118 - Operating profit margin decreased due to strategic pricing decisions for contract rebids and proactive extensions, combined with managing contract escalation timing119 Manufacturing & Distribution (M&D) M&D revenues grew by 8.4% to $408.9 million due to client expansion, but operating profit decreased by 11.1% to $36.4 million due to strategic pricing and investments in technical expertise M&D Performance (Three Months Ended July 31, in millions) | Metric | 2025 | 2024 | Increase / (Decrease) | Change % | | :---------------- | :----- | :----- | :-------------------- | :------- | | Revenues | $408.9 | $377.1 | $31.8 | 8.4% | | Operating profit | $36.4 | $40.9 | $(4.5) | (11.1)% | | Operating profit margin | 8.9% | 10.9% | (196) bps | - | - Revenue increase driven by expansion with existing clients and new business wins, partially offset by a customer loss in Q1 2025120 - Operating profit margin decreased due to strategic pricing on new wins and investments in technical expertise for future growth121 Aviation Aviation revenues increased by 8.7% to $291.8 million, and operating profit rose by 11.0% to $19.7 million, driven by new business, scope expansions, and operational efficiencies Aviation Performance (Three Months Ended July 31, in millions) | Metric | 2025 | 2024 | Increase | Change % | | :---------------- | :----- | :----- | :------- | :------- | | Revenues | $291.8 | $268.4 | $23.4 | 8.7% | | Operating profit | $19.7 | $17.8 | $1.9 | 11.0% | | Operating profit margin | 6.8% | 6.6% | 14 bps | - | - Revenue increase attributable to new business and scope expansions with existing clients, both domestically and internationally122 - Operating profit margin increased due to contract mix and operational efficiencies, particularly in managing overhead costs, partially offset by weather-related inefficiencies123 Education Education revenues increased by 3.0% to $235.1 million, and operating profit significantly improved by 17.2% to $21.1 million, driven by new business and operational efficiencies Education Performance (Three Months Ended July 31, in millions) | Metric | 2025 | 2024 | Increase | Change % | | :---------------- | :----- | :----- | :------- | :------- | | Revenues | $235.1 | $228.3 | $6.8 | 3.0% | | Operating profit | $21.1 | $18.0 | $3.1 | 17.2% | | Operating profit margin | 9.0% | 7.9% | 109 bps | - | - Revenue increase primarily attributable to net new business and scope expansions with existing clients124 - Operating profit margin increased due to operational efficiencies in managing overtime, materials and supplies, and general and administrative headcount125 Technical Solutions Technical Solutions revenues surged by 19.0% to $249.5 million, with 6.8% organic growth and 12.2% acquisition growth, while operating profit increased by 8.5% to $19.4 million Technical Solutions Performance (Three Months Ended July 31, in millions) | Metric | 2025 | 2024 | Increase / (Decrease) | Change % | | :---------------- | :----- | :----- | :-------------------- | :------- | | Revenues | $249.5 | $209.7 | $39.8 | 19.0% | | Operating profit | $19.4 | $17.9 | $1.5 | 8.5% | | Operating profit margin | 7.8% | 8.5% | (75) bps | - | - Revenue growth comprised of 6.8% organic growth (higher microgrid and infrastructure projects) and 12.2% acquisition growth (Quality Uptime and LMC)126 - Operating profit margin decreased due to service mix and higher amortization of intangible assets127 Corporate Corporate expenses decreased by 34.4% to $85.7 million, primarily due to the absence of a $36.0 million RavenVolt contingent consideration adjustment and reduced self-insurance reserve adjustments Corporate Expenses (Three Months Ended July 31, in millions) | Metric | 2025 | 2024 | Decrease | Change % | | :---------------- | :----- | :----- | :------- | :------- | | Corporate expenses | $(85.7) | $(130.6) | $44.9 | 34.4% | - Decrease driven by the absence of a $36.0 million RavenVolt contingent consideration adjustment and a $7.1 million decrease in unfavorable self-insurance reserve adjustment129 - Partially offset by a $4.2 million increase in compensation and related expenses due to higher salaries and headcount expansion from recent acquisitions128 Nine Months Ended July 31, 2025, Compared with the Nine Months Ended July 31, 2024 Consolidated revenues increased by 4.3% to $6,450.5 million, and operating profit rose by 26.2% to $243.3 million, benefiting from improved gross margin and reduced SG&A expenses Consolidated Financial Performance (Nine Months Ended July 31, in millions) | Metric | 2025 | 2024 | Increase / (Decrease) | Change % | | :-------------------------------- | :----- | :----- | :-------------------- | :------- | | Revenues | $6,450.5 | $6,182.0 | $268.5 | 4.3% | | Operating expenses | $5,645.7 | $5,420.8 | $224.9 | 4.1% | | Gross margin | 12.5% | 12.3% | 16 bps | - | | Selling, general and administrative expenses | $521.7 | $526.3 | $(4.6) | (0.9)% | | Operating profit | $243.3 | $192.8 | $50.5 | 26.2% | | Net income | $127.6 | $93.1 | $34.5 | 37.0% | - Revenue growth was 3.4% organic and 0.9% from acquisitions (Quality Uptime and LMC)131 - Gross margin increased by 16 bps due to operational efficiencies in Aviation and Education and a decrease in prior year insurance adjustment, partially offset by strategic pricing decisions132 - SG&A decrease was primarily due to the absence of a $36.0 million contingent consideration fair value adjustment related to RavenVolt in 2025, partially offset by increased compensation and system go-live costs133140 - Interest expense increased by $9.0 million due to higher borrowings from the Amended Credit Facility135 - Effective tax rate decreased from 30.7% to 26.9%, benefiting from discrete items related to non-U.S. operations136137 - Interest rate swaps loss decreased from $18.1 million to $5.7 million138 - Foreign currency translation gain decreased from $6.4 million to $5.2 million due to USD/GBP fluctuations139 Business & Industry (B&I) B&I revenues increased by 1.4% to $3,077.2 million, driven by client expansions, while operating profit saw a modest 0.5% increase to $236.2 million B&I Performance (Nine Months Ended July 31, in millions) | Metric | 2025 | 2024 | Increase / (Decrease) | Change % | | :---------------- | :----- | :----- | :-------------------- | :------- | | Revenues | $3,077.2 | $3,033.4 | $43.8 | 1.4% | | Operating profit | $236.2 | $235.0 | $1.2 | 0.5% | | Operating profit margin | 7.7% | 7.7% | (7) bps | - | - Revenue increase driven by client expansions, partially offset by strategic pricing decisions and attrition of certain engineering clients142 - Operating profit margin decreased due to strategic pricing decisions and managing contract escalation timing, partially offset by lower amortization of intangible assets143 Manufacturing & Distribution (M&D) M&D revenues increased by 3.0% to $1,201.2 million, but operating profit decreased by 8.1% to $115.6 million due to strategic pricing on new wins and investments in technical expertise M&D Performance (Nine Months Ended July 31, in millions) | Metric | 2025 | 2024 | Increase / (Decrease) | Change % | | :---------------- | :----- | :----- | :-------------------- | :------- | | Revenues | $1,201.2 | $1,166.6 | $34.6 | 3.0% | | Operating profit | $115.6 | $125.9 | $(10.3) | (8.1)% | | Operating profit margin | 9.6% | 10.8% | (116) bps | - | - Revenue increase primarily attributable to expansion of business with existing clients and new business wins, partially offset by a customer loss144 - Operating profit margin decreased due to strategic pricing on new wins and investments in technical expertise for future growth145 Aviation Aviation revenues increased by 8.7% to $822.0 million, and operating profit grew by 19.5% to $48.4 million, driven by new business, scope expansions, and operational efficiencies Aviation Performance (Nine Months Ended July 31, in millions) | Metric | 2025 | 2024 | Increase | Change % | | :---------------- | :----- | :----- | :------- | :------- | | Revenues | $822.0 | $756.1 | $65.9 | 8.7% | | Operating profit | $48.4 | $40.6 | $7.8 | 19.5% | | Operating profit margin | 5.9% | 5.4% | 53 bps | - | - Revenue increase primarily attributable to new business and scope expansions with existing clients, both domestically and internationally146 - Operating profit margin increased due to contract mix and operational efficiencies, particularly in managing overhead costs, partially offset by base wage increases147 Education Education revenues increased by 2.1% to $688.2 million, and operating profit grew by 15.6% to $48.9 million, driven by new business and operational efficiencies Education Performance (Nine Months Ended July 31, in millions) | Metric | 2025 | 2024 | Increase | Change % | | :---------------- | :----- | :----- | :------- | :------- | | Revenues | $688.2 | $674.0 | $14.2 | 2.1% | | Operating profit | $48.9 | $42.3 | $6.6 | 15.6% | | Operating profit margin | 7.1% | 6.3% | 83 bps | - | - Revenue increase primarily attributable to net new business and expansion of business with existing customers148 - Operating profit margin increased due to operational efficiencies in managing overtime, materials and supplies, and general and administrative headcount, partially offset by base wage increases149 Technical Solutions Technical Solutions revenues increased by 20.0% to $662.0 million, with 10.0% organic and 10.0% acquisition growth, while operating profit grew by 19.4% to $49.4 million Technical Solutions Performance (Nine Months Ended July 31, in millions) | Metric | 2025 | 2024 | Increase / (Decrease) | Change % | | :---------------- | :----- | :----- | :-------------------- | :------- | | Revenues | $662.0 | $551.9 | $110.1 | 20.0% | | Operating profit | $49.4 | $41.4 | $8.0 | 19.4% | | Operating profit margin | 7.5% | 7.5% | (4) bps | - | - Revenue growth comprised of 10.0% organic growth (higher microgrid systems projects) and 10.0% acquisition growth (Quality Uptime and LMC)150 - Operating profit margin decreased due to higher amortization of intangible assets151 Corporate Corporate expenses decreased by 11.6% to $251.8 million, primarily due to the absence of a $36.0 million RavenVolt contingent consideration adjustment and reduced self-insurance reserve adjustments Corporate Expenses (Nine Months Ended July 31, in millions) | Metric | 2025 | 2024 | Decrease | Change % | | :---------------- | :----- | :----- | :------- | :------- | | Corporate expenses | $(251.8) | $(285.0) | $33.2 | 11.6% | - Decrease driven by the absence of a $36.0 million RavenVolt contingent consideration adjustment and a $16.8 million decrease in unfavorable self-insurance reserve adjustment154 - Partially offset by a $9.7 million increase in compensation and related expenses and a $5.4 million increase in costs associated with systems' go-live154 Liquidity and Capital Resources ABM's liquidity is supported by operating cash flows and its Amended Credit Facility, with operating cash flows decreasing due to ERP transition and contingent consideration payments, but expected to normalize - Primary liquidity sources are operating cash flows and borrowing capacity under the Amended Credit Facility153 - The Amended Credit Facility was extended to February 26, 2030, and its revolving credit capacity increased to $1.6 billion157 - At July 31, 2025, total outstanding borrowings were $1.5 billion, with $621.7 million of borrowing capacity remaining159 - Net cash provided by operating activities decreased to $101.0 million for the nine months ended July 31, 2025, from $196.3 million in the prior year, mainly due to ERP system transition and contingent consideration payment167 - Net cash used in investing activities decreased by $83.1 million, primarily due to purchases of property, plant and equipment and the LMC Acquisition168 - Net cash used in financing activities remained stable, driven by share repurchases and contingent consideration payments, partially offset by higher net borrowings169 - The company plans to reinvest foreign earnings to fund non-U.S. growth and expansion160 Critical Accounting Policies and Estimates There have been no significant changes to the company's critical accounting policies and estimates, which require management's assumptions and judgments in preparing financial statements - No significant changes to critical accounting policies and estimates171 - Financial statements are prepared in accordance with U.S. GAAP, requiring management estimates, assumptions, and judgments171 Recently Issued Accounting Pronouncements The company is evaluating the impact of recently issued ASUs on Segment Reporting, Income Taxes, and Income Statement Reporting, with ASU 2023-07 expected to expand segment disclosures without impacting financial position Recently Issued Accounting Standards Updates | Accounting Standard Updates | Topic | Summary | Effective Date/Method of Adoption | | :-------------------------- | :---- | :------ | :------------------------------ | | 2023-07 | Segment Reporting (Topic 280) | Improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses | Fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 | | 2023-09 | Income Taxes (Topic 740) | Enhances transparency and decision usefulness of income tax disclosures, primarily through changes to rate reconciliation and income taxes paid information | Fiscal years beginning after December 15, 2024 | | 2024-03 | Income Statement Reporting Comprehensive Income Expense Disaggregation (Subtopic 220-40) | Requires public entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods | Fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 | - ASU 2023-07 will result in expanded disclosures related to each reportable segment but will have no impact on the company's financial position or results of operations172 - The company is currently evaluating the impact of implementing ASU 2023-09 and ASU 2024-03 on its financial statements172 Item 3. Quantitative and Qualitative Disclosures About Market Risk There are no material changes to the market risk disclosures from the company's Annual Report on Form 10-K for the year ended October 31, 2024 - No material changes to market risk disclosures compared to the Annual Report on Form 10-K for the year ended October 31, 2024174 Item 4. Controls and Procedures Disclosure controls and procedures were effective as of July 31, 2025, with a new ERP system implementation constituting a material change in internal control over financial reporting - Disclosure controls and procedures were evaluated and deemed effective as of July 31, 2025175 - Implementation of a new ERP system and key boundary systems for Education, B&I, and M&D segments constitutes a material change in internal control over financial reporting176 - The new ERP system is intended to enhance transactional processing, management tools, and internal controls over financial reporting176 PART II. OTHER INFORMATION This part covers legal proceedings, risk factors, equity security sales, defaults, mine safety, other information, and exhibits Item 1. Legal Proceedings Material developments in legal proceedings are discussed in Note 10, 'Commitments and Contingencies,' of the unaudited Consolidated Financial Statements - Material developments in litigation matters are detailed in Note 10, 'Commitments and Contingencies'178 Item 1A. Risk Factors There have been no material changes to the risk factors identified in the company's Annual Report on Form 10-K for the year ended October 31, 2024 - No material changes to risk factors identified in the Annual Report on Form 10-K for the year ended October 31, 2024179 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The Board expanded the share repurchase program by an additional $150.0 million in December 2023, with 0.56 million shares repurchased in July 2025 - Board of Directors expanded the existing share repurchase program by an additional $150.0 million effective December 13, 2023180 Common Stock Repurchases (July 2025, in millions, except per share amounts) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :----------------- | :------------------------------- | :--------------------------- | | 7/1/2025 – 7/31/2025 | 0.56 | $48.77 | Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities during the reported period - No defaults upon senior securities183 Item 4. Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable184 Item 5. Other Information An executive officer and director adopted a Rule 10b5-1 trading arrangement in July 2025 to sell 1,639 shares of common stock - Raul Valentin, Executive Vice President and Chief Human Resources Officer, adopted a Rule 10b5-1 trading arrangement on July 15, 2025, to sell 1,639 shares of common stock185 Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including certifications and XBRL documents - Includes certifications of Principal Executive Officer and Principal Financial Officer (31.1, 31.2), Certification pursuant to 18 U.S.C. Section 1350 (32), and various Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)186 SIGNATURES This section contains the official signatures for the Form 10-Q report Signatures The report was duly signed by David M. Orr (EVP and CFO) and Dean A. Chin (SVP, CAO, Corporate Controller and Treasurer) on September 5, 2025 - Report signed by David M. Orr (EVP and CFO) and Dean A. Chin (SVP, CAO, Corporate Controller and Treasurer) on September 5, 2025190
ABM Industries(ABM) - 2025 Q3 - Quarterly Report