UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~April~~July 3031, 2025


☐			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, 7th Floor

New York, New York 10006

(Address of principal executive offices)

(212) 297-0200

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

__________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value

ABM

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Number of shares of the registrant’s common stock outstanding as of ~~June~~September 54, 2025: 6261,~~258~~233,~~022~~895

ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS			1
PART I. FINANCIAL INFORMATION			3
Item 1. Consolidated Financial Statements			3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2324
Item 3. Quantitative and Qualitative Disclosures About Market Risk			3940
Item 4. Controls and Procedures			3940
PART II. OTHER INFORMATION			3940
Item 1. Legal Proceedings			3940
Item 1A. Risk Factors			3940
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3940
Item 3. Defaults Upon Senior Securities			4041
Item 4. Mine Safety Disclosures			4041
Item 5. Other Information			4041
Item 6. Exhibits			4142
SIGNATURES			4243

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains both historical and forward-looking statements regarding ABM and its subsidiaries (collectively referred to as “ABM,” “we,” “us,” “our,” or the “Company”). We make forward-looking statements related to future expectations, estimates, and projections that are uncertain and often contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “outlook,” “plan,” “predict,” “should,” “target,” or other similar words or phrases. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and assumptions that are difficult to predict. Particular risks and uncertainties that could cause our actual results to be materially different from those expressed in our forward-looking statements include those listed below:

•Our success depends on our ability to gain profitable business despite competitive market pressures.

•Our results of operations can be adversely affected by labor shortages, turnover, and labor cost increases.

•We may not be able to attract and retain qualified personnel and senior management we need to support our business.

•Investments in and changes to our businesses, operating structure, or personnel relating to our ELEVATE strategy, including the implementation of strategic transformations, enhanced business processes, and technology initiatives, may not have the desired effects on our financial condition and results of operations.

•Our ability to preserve long-term client relationships is essential to our continued success.

•Our use of subcontractors or joint venture partners to perform work under customer contracts exposes us to liability and financial risk.

•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.

•Decreases in commercial office space utilization due to hybrid work models and increases in office vacancy rates could adversely affect our financial condition.

•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.

•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 ongoing implementation of new enterprise resource planning (“ERP”) and related boundary systems could adversely impact our ability to operate our business, including the timing and amount of working capital needed, and report our financial results.

•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.

•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.

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

•Unfavorable developments in our class and representative actions and other lawsuits alleging various claims could cause us to incur substantial liabilities.

•We are subject to extensive legal and regulatory requirements, which could limit our profitability by increasing the costs of legal and regulatory compliance.

•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.

•Our business may be materially affected by changes to fiscal and tax policies. Negative or unexpected tax consequences could adversely affect our results of operations.

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

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

•If we fail to maintain proper and effective internal control over financial reporting in the future, our ability to produce accurate and timely financial statements could be negatively impacted, which could harm our operating results and investor perceptions of our Company and as a result may have a material adverse effect on the value of our common stock.

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

•Catastrophic events, disasters, pandemics, and terrorist attacks could disrupt our services.

•Actions of activist investors could disrupt our business.

The list of factors above is illustrative and by no means exhaustive. Additional information regarding these and other risks and uncertainties we face is contained in our Annual Report on Form 10-K for the year ended October 31, 2024, and in other reports (including all amendments to those reports) we file from time to time with the Securities and Exchange Commission (“SEC”).

We urge readers to consider these risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.

ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in millions, except share and per share amounts)	~~April~~July 3031, 2025		October 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	5869.73	$	64.6
Trade accounts receivable, net of allowances of $24.2 and $22.8 at April 30, 2025 and October 31, 2024, respectively	1,603.5		1,384.1
Trade accounts receivable, net of allowances of $25.1 and $22.8 at July 31, 2025 and October 31, 2024, respectively	1,495.0		1,384.1
Costs incurred in excess of amounts billed	~~131~~159.51		162.1
Prepaid expenses	~~141~~155.7		103.2
Other current assets	7872.75		74.8
Total current assets	21,~~014~~951.16		1,788.7
Other investments	27.4		30.8
Property, plant and equipment, net of accumulated depreciation of $356.6 and $351.3 at April 30, 2025 and October 31, 2024, respectively	159.6		150.7
Property, plant and equipment, net of accumulated depreciation of $368.9 and $351.3 at July 31, 2025 and October 31, 2024, respectively	170.6		150.7
Right-of-use assets	~~100~~96.43		101.2
Other intangible assets, net of accumulated amortization of $506.3 and $479.3 at April 30, 2025 and October 31, 2024, respectively	256.2		282.4
Other intangible assets, net of accumulated amortization of $519.6 and $479.3 at July 31, 2025 and October 31, 2024, respectively	255.6		282.4
Goodwill	2,~~576~~588.6		2,575.9
Other noncurrent assets	~~176~~180.34		167.5
Total assets	$	5,~~310~~270.75	$	5,097.2
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of debt, net	$	29.3	$	31.6
Trade accounts payable	~~319~~357.91		324.3
Accrued compensation	~~212~~243.53		295.6
Accrued taxes — other than income	6441.4		56.2
Deferred revenue	5379.70		63.7
Insurance claims	~~202~~199.47		197.5
Income taxes payable	94.13		4.8
Current portion of lease liabilities	2928.26		26.6
Other accrued liabilities	~~379~~330.37		348.2
Total current liabilities	1,~~299~~313.84		1,348.4
Long-term debt, net	1,~~521~~500.84		1,302.2
Long-term lease liabilities	8884.1		92.0
Deferred income tax liability, net	5855.67		60.2
Noncurrent insurance claims	~~429~~426.08		421.8
Other noncurrent liabilities	8555.13		86.8
Noncurrent income taxes payable	3.89		3.8
Total liabilities	3,~~486~~439.36		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; 62,249,968 and 62,196,665 shares issued and outstanding at April 30, 2025 and October 31, 2024, respectively	0.6		0.6
Common stock, $0.01 par value; 100,000,000 shares authorized; 61,725,062 and 62,196,665 shares issued and outstanding at July 31, 2025 and October 31, 2024, respectively	0.6		0.6
Additional paid-in capital	~~516~~498.36		527.4
Accumulated other comprehensive loss, net of taxes	(1718.21)		(19.1)
Retained earnings	1,~~324~~349.7		1,272.9
Total stockholders’ equity	1,~~824~~830.49		1,781.9
Total liabilities and stockholders’ equity	$	5,~~310~~270.75	$	5,097.2

See accompanying notes to unaudited consolidated financial statements.

ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended April 30,				Six Months Ended April 30,
	Three Months Ended July 31,				Nine Months Ended July 31,
(in millions, except per share amounts)	2025		2024		2025		2024
Revenues	$	2,~~111~~224.70	$	2,~~018~~094.2	$	46,~~226~~450.65	$	46,~~087~~182.80
Operating expenses	1,~~841~~949.06		1,~~763~~831.50		35,~~696~~645.17		35,~~589~~420.8
Selling, general and administrative expenses	~~175~~177.15		~~159~~211.98		~~344~~521.17		~~314~~526.53
Amortization of intangible assets	13.24		1314.60		2639.59		2842.2
Operating profit	8283.34		8137.34		~~159~~243.93		~~155~~192.48
Income from unconsolidated affiliates	1.43		1.78		23.14		34.07
Interest expense	(2325.93)		(2021.62)		(4672.81)		(4163.91)
Income before income taxes	59.84		6218.40		~~115~~174.26		~~116~~134.4
Income tax provision	(17.6)		(1813.73)		(2947.50)		(2841.03)
Net income	4241.28		434.87		85127.86		8893.41
Other comprehensive income
Other comprehensive income (loss)
Interest rate swaps	(50.4)8		10(12.34)		(6.5.7)		(518.71)
Foreign currency translation and other	14(1.35)		(12.7)		65.72		36.74
Income tax benefit (provision)	1.4		(2.7)		1.7		1.5
Income tax (provision) / benefit	(0.2)		3.2		1.5		4.7
Comprehensive income	$	52.5	$	49.7	$	87.6	$	87.9
Comprehensive income (loss)	$	41.0	$	(1.8)	$	128.6	$	86.1
Net income per common share
Basic	$	0.67	$	0.6907	$	12.3704	$	1.4047
Diluted	$	0.67	$	0.6907	$	12.3603	$	1.3946
Weighted-average common and common equivalent shares outstanding
Basic	62.65		63.31		62.76		63.43
Diluted	62.98		63.5		63.10		63.76

See accompanying notes to unaudited consolidated financial statements.

ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

	Three Months Ended April 30,						Six Months Ended April 30,
	Three Months Ended July 31,						Nine Months Ended July 31,
	2025			2024			2025			2024
(in millions, except per share amounts)	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Common Stock
Balance, beginning of period	62.23	$	0.6	6362.38	$	0.6	62.2	$	0.6	62.8	$	0.6
Stock issued under employee stock purchase and share-based compensation plans	—	—		—	—		0.5	—		0.5	—
Repurchase of common stock	—	—		(0.6)	—		(0.4)	—		(0.6)	—
Repurchase of common stock, including excise tax	(0.6)	—		—	—		(1.0)	—		(0.6)	—
Balance, end of period	6261.27	0.6		62.8	0.6		6261.27	0.6		62.8	0.6
Additional Paid-in Capital
Balance, beginning of period		~~506~~516.83			~~558~~544.50			527.4			~~558~~559.90
Stock Issued (taxes withheld) under employee stock purchase and share-based compensation plans, net		1.34			1.01			(87.51)			(76.87)
Share-based compensation expense		8.1			86.45			1826.78			1623.61
Repurchase of common stock		—			(23.8)			(21.3)			(23.8)
Repurchase of common stock, including excise tax		(27.2)			—			(48.5)			(23.8)
Balance, end of period		~~516~~498.36			~~544~~551.06			~~516~~498.36			~~544~~551.06
Accumulated Other Comprehensive Loss, Net of Taxes
Balance, beginning of period		(2717.52)			(159.78)			(19.1)			(9.23)
Other comprehensive income (loss)		10.3			5.9			1.9			(0.5)
Other comprehensive (loss) / income		(0.9)			(6.4)			1.0			(7.0)
Balance, end of period		(1718.21)			(916.83)			(1718.21)			(916.83)
Retained Earnings
Balance, beginning of period		1,~~299~~324.37			1,~~279~~308.38			1,272.9			1,249.6
Net income		4241.28			434.87			85127.86			8893.41
Dividends
Common stock (1)		(16.5)			(14.1)			(3249.94)			(2842.34)
Stock issued under share-based compensation plans		(0.3)			(0.23)			(1.14)			(1.02)
Balance, end of period		1,~~324~~349.7			1,~~308~~299.81			1,~~324~~349.7			1,~~308~~299.81
Total Stockholders’ Equity		$	1,~~824~~830.49		$	1,~~843~~835.60		$	1,~~824~~830.49		$	1,~~843~~835.60

(1) Cash dividends declared per common share were $0.265 and $0.225 for the three months ended ~~April~~July 3031, 2025 and 2024, respectively, and $0.~~530~~795 and $0.~~450~~675 for the ~~six~~nine months ended ~~April 30~~July 31, 2025 and 2024, respectively.

See accompanying notes to unaudited consolidated financial statements.

ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended April 30,
	Nine Months Ended July 31,
(in millions)	2025		2024
Cash flows from operating activities
Net income	$	85127.86	$	8893.41
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	5178.69		5279.95
Deferred income taxes	0(3.1)		(214.61)
Share-based compensation expense	1826.78		1623.61
Provision for bad debt	23.19		25.26
Discount accretion on insurance claims	0.35		0.34
Gain on sale of assets	(0.1)		(0.2)
Impairment of assets	1.3		—
Income from unconsolidated affiliates	(2.1)		(3.0)
Gain on sale of assets	(0.2)		—
Distributions from unconsolidated affiliates	5.5		1.8
Change in fair value of contingent consideration	—		36.0
Income from unconsolidated affiliates	(3.4)		(4.7)
Distributions from unconsolidated affiliates	5.5		4.6
Changes in operating assets and liabilities
Trade accounts receivable and costs incurred in excess of amounts billed	(~~190~~96.92)		3642.43
Prepaid expenses and other current assets	(4232.17)		(3424.42)
Right-of-use assets	04.89		57.08
Other noncurrent assets	(712.60)		(3024.17)
Trade accounts payable and other accrued liabilities	(555.9)0		(5768.89)
Long-term lease liabilities	(37.89)		(13.85)
Insurance claims	116.7		4946.56
Income taxes payable, net	4(17.36)		(50.48)
Other noncurrent liabilities	(237.02)		(01.9)
Total adjustments	(~~159~~26.76)		28103.42
Net cash (used in) provided by operating activities	(73.9)		116.9
Net cash provided by operating activities	101.0		196.3
Cash flows from investing activities
Additions to property, plant and equipment	(3358.86)		(2944.16)
Proceeds from sale of assets	0.45		0.69
Purchase price adjustment for the Quality Uptime Acquisition	1.9		—
Purchase of businesses, net of cash acquired	(16.7)		(114.3)
Net cash used in investing activities	(3174.68)		(28157.69)
Cash flows from financing activities
Taxes withheld from issuance of share-based compensation awards, net	(98.65)		(8.7.9)
Repurchases of common stock, including excise taxes	(2148.35)		(23.8)
Dividends paid	(3249.94)		(2842.34)
Deferred financing costs paid	(8.0)		—
Borrowings from debt	~~918~~1,409.83		~~556~~912.0
Repayment of borrowings from debt	(~~700~~1,212.0)		(~~597~~887.34)
Changes in book cash overdrafts	(4643.0)		629.05
Repayment of finance lease obligations	(23.23)		(23.01)
Net cash provided by (used in) financing activities	98.7		(98.0)
Cash paid to settle the contingent consideration liability	(59.0)		—
Effect of exchange rate changes on cash and cash equivalents	1.0		0.8
Net cash used in financing activities	(22.5)		(23.0)
Net decrease in cash and cash equivalents	(5.8)		(8.8)
Effect of exchange rate changes on cash and cash equivalents	1.0		1.4
Net increase in cash and cash equivalents	4.7		16.8
Cash and cash equivalents at beginning of year	64.6		69.5
Cash and cash equivalents at end of period	$	5869.73	$	6086.73

See accompanying notes to unaudited consolidated financial statements.

ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

The accompanying unaudited consolidated financial statements have been prepared in accordance with (i) United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of our management, our unaudited consolidated financial statements and accompanying notes (the “Financial Statements”) include all normal recurring adjustments that are necessary for the fair statement of the interim periods presented. Interim results of operations are not necessarily indicative of results for the full year. The Financial Statements should be read in conjunction with our audited consolidated financial statements (and notes thereto) in our Annual Report on Form 10-K for the year ended October 31, 2024. Unless otherwise indicated, all references to years are to our fiscal years, which end on October 31.

Rounding

We round amounts in the Financial Statements to millions and calculate all percentages and per-share data from the underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding.

Management Reimbursement Revenue by Segment

We operate certain parking facilities under management reimbursement arrangements. Under these arrangements, we manage the parking facilities for management fees and pass through the revenues and expenses associated with the facilities to the owners. These revenues and expenses are reported in equal amounts as costs reimbursed from our managed locations. Management reimbursement revenue for the three and ~~six~~nine months ended ~~April~~July 3031, 2025, was $8488.57 million and $~~166~~255.52 million, respectively. Management reimbursement revenue for the three and ~~six~~nine months ended ~~April 30~~July 31, 2024, was $7679.96 million and $~~157~~236.06 million, respectively.

Recently Adopted Accounting Standards

In September 2022, the FASB issued ASU 2022-04, Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, designed to enhance transparency around supplier finance programs by requiring new disclosures that would allow a user of the financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. This ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. We adopted this standard, effective November 1, 2023, 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.

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 $5.9 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 tax reporting purposes. As of July 31, 2025, we recorded preliminary goodwill and intangibles of $12.6 million and $12.9 million, respectively. The total assets acquired, excluding goodwill and intangibles, and liabilities assumed amounted to $20.0 million and $17.2 million, respectively. The purchase price allocation is subject to adjustments within the measurement period not to exceed one year from the acquisition date.

The unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended July 31, 2025, include revenues of $9.3 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 uninterrupted power supply system (“UPS”) installation and maintenance company providing customized preventive and emergency service programs for mission-critical data centers and other facilities, for a net cash purchase price of ~~approximately~~ $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. As of ~~April~~July 3031, 2025, we recorded ~~preliminary~~ 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. The acquisition accounting is subject to change as we obtain additional information about the facts and circumstances that existed as of the acquisition date during the measurement period, not to exceed one year from the acquisition date.

The unaudited Consolidated Statements of Comprehensive Income for the three and six months ended April 30, 2025, include revenues of $16.6 million and $29.3 million, respectively, attributable to Quality Uptime, which are included in our Technical Solutions segment.

Acquisition of RavenVolt

On September 1, 2022, we completed the acquisition of all of the equity interests of RavenVolt, Inc. (“RavenVolt”), a nationwide provider of advanced turn-key microgrid systems utilized by diversified commercial and industrial customers, national retailers, utilities, and municipalities. RavenVolt’s operations are included within our Technical Solutions segment.

The 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. There was no material change in the fair value of the contingent consideration during the three and ~~six~~nine months ended ~~April~~July 3031, 2025. In the third quarter of 2025, we made a $75.0 million payment for calendar year 2024, of which $16.0 million ~~The~~was ~~maximum~~classified as an operating cash outflow, and at July 31, 2025, the estimate of the fair value of the remaining contingent consideration is $34.1 million. The maximum contingent consideration that could be payable in calendar year 2026 related to calendar year 2025 target is $130.0 million. IfHowever, if the EBITDA achieved for calendar years 2023–2025 cumulatively meets the defined EBITDA targets, the entire $280.0 million would be paid in calendar year 2026, minus any earn-out payments made in 2024 and 2025.

4. REVENUES

Disaggregation of Revenues

We generate revenues under several types of contracts, which are further explained below. Generally, the type of contract is determined by the nature of the services provided by each of our major service lines throughout our reportable segments; therefore, we disaggregate revenues from contracts with customers into major service lines. We have determined that disaggregating revenues into these categories best depicts how the nature, amount, timing, and uncertainty of revenues and cash flows are affected by economic factors. Our reportable segments are B&I, M&D, Aviation, Education, and Technical Solutions, as described in Note 12, “Segment Information.”

	Three Months Ended April 30, 2025												Six Months Ended April 30, 2025
	Three Months Ended July 31, 2025												Nine Months Ended July 31, 2025
(in millions)	B&I		M&D		Aviation		Education		TechnicalSolutions		Total		B&I		M&D		Aviation		Education		TechnicalSolutions		Total
Major Service Line
Janitorial(1)	$	~~706~~715.65	$	~~339~~343.3	$	5260.71	$	~~197~~204.9	$	—	$	1,~~296~~323.58	$	12,~~404~~119.49	$	~~667~~1,010.59	$	~~105~~166.90	$	~~394~~599.43	$	—	$	23,~~572~~896.31
Aviation Services(2)	—		—		~~116~~134.45		—		—		~~116~~134.45		—		—		~~233~~368.72		—		—		~~233~~368.72
Parking and Transportation(3)	~~106~~111.26		1213.16		7784.92		0.1		—		~~196~~209.34		~~210~~321.74		2538.49		~~164~~248.24		0.23		—		~~400~~609.51
Facility Solutions	$	~~812~~827.81	$	~~351~~356.49	$	~~246~~278.98	$	~~198~~205.0	$	—	$	1,~~609~~667.28	$	12,~~615~~441.13	$	~~692~~1,049.98	$	~~503~~782.97	$	~~394~~599.6	$	—	$	34,~~206~~873.54
Operations and Maintenance(4)	~~202~~210.75		4651.73		1312.29		2930.81		—		~~292~~304.48		~~423~~632.40		99150.45		2639.3		5888.56		—		~~607~~910.74
Building & Energy Solutions(5)	—1.2		—0.7		—		—		~~210~~249.25		~~210~~251.24		—3.9		—0.9		—		—		~~412~~662.40		~~412~~666.48
Engineering and Infrastructure Solutions	$	~~202~~211.7	$	4652.70	$	1312.29	$	2930.81	$	~~210~~249.25	$	~~502~~556.52	$	~~423~~635.49	$	99151.4	$	2639.3	$	5888.56	$	~~412~~662.40	$	1,~~020~~577.1
Total	$	1,~~015~~038.57	$	~~398~~408.19	$	~~260~~291.18	$	~~227~~235.81	$	~~210~~249.25	$	2,~~111~~224.70	$	23,~~038~~077.42	$	~~792~~1,201.42	$	~~530~~822.20	$	~~453~~688.2	$	~~412~~662.40	$	46,~~226~~450.65

	Three Months Ended April 30, 2024												Six Months Ended April 30, 2024
	Three Months Ended July 31, 2024												Nine Months Ended July 31, 2024
(in millions)	B&I		M&D		Aviation		Education		TechnicalSolutions		Total		B&I		M&D		Aviation		Education		TechnicalSolutions		Total
Major Service Line
Janitorial(1)	$	~~681~~696.51	$	~~338~~326.25	$	4153.97	$	~~199~~200.76	$	—	$	1,~~261~~277.30	$	12,~~374~~070.7	$	~~687.~~1,013.5	$	78132.41	$	~~397~~598.74	$	—	$	23,~~537~~814.98
Aviation Services(2)	—		—		~~105~~118.18		—		—		~~105~~118.18		—		—		~~222~~341.52		—		—		~~222~~341.52
Parking and Transportation(3)	~~102~~106.50		12.18		8084.16		0.1		—		~~194~~203.86		~~205~~311.78		2538.10		~~162~~247.85		0.23		—		~~393~~597.95
Facility Solutions	$	~~783~~802.91	$	~~350~~339.3	$	~~227~~257.12	$	~~199~~200.87	$	—	$	1,~~561~~599.24	$	12,~~580~~382.45	$	~~712~~1,051.25	$	~~463~~720.78	$	~~397~~598.97	$	—	$	34,~~154~~753.15
Operations and Maintenance(4)	~~205~~208.75		3837.38		11.12		2527.86		—		~~280~~285.81		~~442~~650.38		77115.31		2435.13		4775.84		—		~~591~~876.46
Building & Energy Solutions(5)	—		—		—		—		~~176~~209.27		~~176~~209.27		—		—		—		—		~~342~~551.19		~~342~~551.19
Engineering and Infrastructure Solutions	$	~~205~~208.75	$	3837.38	$	11.12	$	2527.86	$	~~176~~209.27	$	~~457~~494.08	$	~~442~~650.38	$	77115.31	$	2435.13	$	4775.84	$	~~342~~551.19	$	~~933~~1,428.65
Total	$	~~989~~1,010.6	$	~~388~~377.61	$	~~238~~268.24	$	~~225~~228.63	$	~~176~~209.27	$	2,~~018~~094.2	$	23,~~022~~033.84	$	~~789~~1,166.56	$	~~487~~756.81	$	~~445~~674.70	$	~~342~~551.19	$	46,~~087~~182.80

(1) Janitorial arrangements provide a wide range of essential cleaning services for commercial office buildings, airports and other transportation centers, educational institutions, government buildings, health facilities, industrial buildings, retail stores, and stadiums and arenas. These arrangements are often structured as monthly fixed-price, square-foot, cost-plus, and work order contracts.

(2) 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.

(3) 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.

(4) 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.

(5) 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.

Contract Types

We have arrangements under various contract types, as described in Note 2, “Basis of Presentation and Significant Accounting Policies,” in our Annual Report on Form 10-K for the year ended October 31, 2024.

Certain arrangements involve variable consideration (primarily per transaction fees, reimbursable expenses, and sales-based royalties). We do not estimate the variable consideration for these arrangements; rather, we recognize these variable fees as they are earned. Some of our contracts, often related to Airline Services, may also include performance incentives based on variable performance measures that are ascertained exclusively by future performance and therefore cannot be estimated at contract inception and are recognized as revenue once known and mutually agreed upon. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current, and forecasted) that is reasonably available to us.

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

We primarily account for our performance obligations under the series guidance, using the as-invoiced practical expedient when applicable. We apply the as-invoiced practical expedient to record revenue as the services are provided, given the nature of the services provided and the frequency of billing under the customer contracts. Under this practical expedient, we recognize revenue in an amount that corresponds directly with the value to the customer of our performance completed to date and for which we have the right to invoice the customer.

Remaining Performance Obligations

At ~~April~~July 3031, 2025, performance obligations that were unsatisfied for which we expect to recognize revenue totaled $~~251~~273.80 million. We expect to recognize revenue on approximately 7677% 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. For these contract types, we apply the practical expedient that permits exclusion of information about the remaining performance obligations with original expected durations of one year or less.

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.

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

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.

The following tables present the balances in our contract assets and contract liabilities:

(in millions)

~~April~~July 3031, 2025

October 31, 2024

Contract assets

Billed trade receivables(1)

1,~~332~~262.54

1,282.9

Unbilled trade receivables(1)

~~295~~257.17

124.0

Costs incurred in excess of amounts billed

~~131~~159.51

162.1

Capitalized commissions(2)

3132.84

30.8

(1) Included in “Trade accounts receivable, net,” on the unaudited Consolidated Balance Sheets.

(2) Included in “Other current assets” and “Other noncurrent assets” on the unaudited Consolidated Balance Sheets. During the ~~six~~nine months ended ~~April~~July 3031, 2025, we capitalized $915.71 million of new costs and amortized $813.75 million of previously capitalized costs. There was no impairment loss recorded on the costs capitalized.

(in millions)	~~Six~~Nine Months ~~EndedApril~~EndedJuly 3031, 2025
Contract liabilities(1)
Balance at beginning of period	$	118.2
Additional contract liabilities	~~173~~295.43
Recognition of deferred revenue	(~~163~~261.49)
Balance at end of period	$	~~128~~151.16

(1) Included in “Deferred revenue” and “Other accrued liabilities” on the unaudited Consolidated Balance Sheets.

5. NET INCOME PER COMMON SHARE

Basic and Diluted Net Income Per Common Share Calculations

	Three Months Ended April 30,				Six Months Ended April 30,
	Three Months Ended July 31,				Nine Months Ended July 31,
(in millions, except per share amounts)	2025		2024		2025		2024
Net income	$	4241.28	$	434.87	$	85127.86	$	8893.41
Weighted-average common and common equivalent shares outstanding — Basic	62.65		63.31		62.76		63.43
Effect of dilutive securities
Restricted stock units	0.23		0.13		0.3		0.12
Performance shares	0.1		0.1		0.1		0.1
Weighted-average common and common equivalent shares outstanding — Diluted	62.98		63.5		63.10		63.76
Net income per common share
Basic	$	0.67	$	0.6907	$	12.3704	$	1.4047
Diluted	$	0.67	$	0.6907	$	12.3603	$	1.3946

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

	Three Months Ended April 30,		Six Months Ended April 30,
	Three Months Ended July 31,		Nine Months Ended July 31,
(in millions)	2025	2024	2025	2024
Anti-dilutive	0.3	~~0.2~~—	0.12	0.32

6. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value Hierarchy of Our Financial Instruments

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

(in millions)	Fair Value Hierarchy	~~April~~July 3031, 2025		October 31, 2024
Cash and cash equivalents(1)	1	$	5869.73	$	64.6
Insurance deposits(2)	1	14.68		2.3
Assets held in funded deferred compensation plan(3)	1	4.46		4.4
Contingent consideration(7)	1	75.0		—
Credit facility(4)	2	1,532.5		1,335.3
Credit facility(4)	2	1,554.0		1,335.3
Interest rate swap assets(5)	2	7.9		13.5
Interest rate swap assets(5)	2	7.4		13.5
Preferred equity investment(6)	3	14.1		15.4
Interest rate swap liabilities(5)	2	0.4		—
Contingent consideration(7)(8)	3	39.8		109.1
Preferred equity investment(6)	3	15.4		15.4
Contingent consideration(7)	3	34.1		109.1

(1) Cash and cash equivalents are stated at nominal value, which equals fair value.

(2) Represents restricted deposits that are used to collateralize our insurance obligations and are stated at nominal value, which equals fair value. These insurance deposits are included in “Other noncurrent assets” on the accompanying unaudited Consolidated Balance Sheets. See Note 7, “Insurance,” for further information.

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

(4) Represents gross outstanding borrowings under our Amended Credit Facility. Due to variable interest rates, the carrying value of outstanding borrowings under this facility approximates the fair value. See Note 8, “Credit Facility,” for further information.

(5) Represents interest rate swap derivatives designated as cash flow hedges. The fair values of the interest rate swaps are estimated based on the present value of the difference between expected cash flows calculated at the contracted interest rates and the expected cash flows at current market interest rates using observable benchmarks for the Secured Overnight Financing Rate (“SOFR”) forward rates at the end of the period. Our interest rate swap assets ~~and liabilities~~ are included in “Other noncurrent assets” ~~and “Other noncurrent liabilities,” respectively,~~ on the accompanying unaudited Consolidated Balance Sheets. See Note 8, “Credit Facility,” for further information.

(6) Our investments do not have a readily determinable fair value; therefore, we account for the investments using the measurement alternative under Topic 321 and measure the investments at initial cost plus or minus fair value adjustments if there are observable prices minus impairment, if any.

(7) Our contingent consideration payable related to the RavenVolt Acquisition is remeasured at each reporting date, based on significant inputs not observable in the market. The contingent consideration payment related to calendar year 2024, which was made in May 2025, ~~represents~~represented a Level ~~1 measurement at April 30, 2025 and 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 ~~April~~July 3031, 2025 and at 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 unaudited Consolidated Statements of Comprehensive Income. See Note 3, “Acquisitions,” for further information.

(8) The balance at July 31, 2025, represents the contingent consideration payable in calendar year 2027 related to the LMC Acquisition.

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, then we would evaluate these non-financial assets for impairment. If an impairment were to occur, then the asset would be recorded at the estimated fair value, using primarily unobservable Level 3 inputs.

7. INSURANCE

We use a combination of insured and self-insurance programs to cover workers’ compensation, general liability, automobile liability, property damage, and other insurable risks. For the majority of these insurance programs, we retain the initial $1.0 million to $5.0 million of exposure on a per-occurrence basis, either through deductibles or self-insured retentions. Beyond the retained exposures, we have varying primary policy limits ranging between $1.0 million and $5.0 million per occurrence. To cover general liability and automobile liability losses above these primary limits, we maintain commercial umbrella insurance policies that provide aggregate limits of $200.0 million. Our insurance policies generally cover workers’ compensation losses to the full extent of statutory requirements. Additionally, to cover property damage risks above our retained limits, we maintain policies that provide per occurrence limits of $75.0 million. We are also self-insured for certain employee medical and dental plans. We maintain stop-loss insurance for our self-insured medical plan under which we retain up to $0.5 million of exposure on a per-participant, per-year basis with respect to claims.

We maintain our reserves for workers’ compensation, general liability, automobile liability, and property damage insurance claims based upon known trends and events and the actuarial estimates of required reserves considering the most recently completed actuarial reports. We use all available information to develop our best estimate of insurance claims reserves as information is obtained. The results of actuarial reviews are used to estimate our insurance rates and insurance reserves.

Actuarial Review and Interim Update Performed During 2025

We review our self-insurance liabilities on a regular basis and adjust our accruals accordingly. Actual claims activity or development may vary from our assumptions and estimates, which may result in material losses or gains. As we obtain additional information that affects the assumptions and estimates used in our reserve liability calculations, we adjust our self-insurance rates and reserves for future periods and, if appropriate, adjust our reserves for claims incurred in prior accounting periods.

During the ~~first~~third quarter of 2025, we performed a comprehensive actuarial review of the majority of our casualty insurance programs that considered changes in claims development and claims payment activity for the period of ~~May~~November 1, 2024, through ~~October~~April 3130, ~~2024~~2025 (the “Actuarial Review”). The Actuarial Review was comprehensive in nature and was based on loss development patterns, trend assumptions, and underlying expected loss costs during the period analyzed.

During the ~~second~~nine ~~quarter~~months ofended July 31, 2025, webased ~~performed~~on anthe ~~interim~~results ~~actuarial update~~ of the ~~majority~~Actuarial ofReview, ~~our~~we ~~casualty~~made ~~insurance~~an ~~programs~~insignificant ~~that~~adjustment ~~considered~~to ~~changes~~our intotal ~~claims~~reserves ~~development~~for ~~and~~known claims ~~payment~~as ~~activity~~well ~~for~~as ~~the~~our ~~period~~estimate of ~~November~~the 1,loss ~~2024,~~amounts ~~through~~associated ~~January~~with ~~31,~~incurred ~~2025~~but ~~(the~~not reported claims (“~~Interim~~IBNR ~~Update~~claims”). ~~This~~During ~~Interim~~the ~~Update~~nine ~~was~~months ~~abbreviated~~ended inJuly 31, ~~nature~~2024, based on ~~actual~~the ~~versus~~results ~~expected~~of ~~developments~~the ~~during~~Actuarial ~~the~~Review, ~~periods~~we ~~analyzed~~increased ~~and~~our ~~relied~~total onreserves ~~the~~related ~~key~~to ~~assumptions~~prior inyears ~~the~~by ~~Actuarial~~$17.9 ~~Review~~million. ~~(most~~We ~~notably~~will ~~loss~~continue ~~development~~to ~~patterns,~~assess ~~trend~~ongoing ~~assumptions~~developments, ~~and~~which ~~underlying~~may ~~expected~~result ~~loss~~in ~~costs)~~further adjustments to reserves.

Based on the results of the Actuarial Review and Interim Update at April 30, 2025, it was determined that no adjustment was required to our total reserves at April 30, 2025. During the six months ended April 30, 2024, we made an adjustment to increase our total reserves related to prior years by $9.7 million. We will continue to assess ongoing developments, which may result in further adjustments to reserves.

Insurance-Related Balances and Activity

(in millions)	~~April~~July 3031, 2025		October 31, 2024
Insurance claim reserves, excluding medical and dental	$	~~617~~613.61	$	608.4
Medical and dental claim reserves	13.85		11.0
Insurance recoverables	9185.06		91.0

At ~~April~~July 3031, 2025, and October 31, 2024, insurance recoverables are included in both “Other current assets” and “Other noncurrent assets” on the accompanying unaudited Consolidated Balance Sheets.

Instruments Used to Collateralize Our Insurance Obligations

(in millions)	~~April~~July 3031, 2025		October 31, 2024
Standby letters of credit	$	24.9	$	53.1
Surety bonds and surety-backed letters of credit	~~183~~212.93		175.3
Restricted insurance deposits	14.68		2.3
Total	$	~~210~~241.39	$	230.7

8. CREDIT FACILITY

Credit Facility Information

(in millions)	~~April~~July 3031, 2025		October 31, 2024
Current portion of long-term debt(1)(2)
Gross term loan	$	30.0	$	32.5
Unamortized deferred financing costs	(0.7)		(0.9)
Current portion of term loan	$	29.3	$	31.6
Long-term debt(1)(2)
Gross term loan	$	~~570~~562.05	$	503.8
Unamortized deferred financing costs	(2.21)		(0.6)
Total noncurrent portion of term loan	~~567~~560.84		503.2
Revolving line of credit(3)	~~954~~940.0		799.0
Long-term debt	$	1,~~521~~500.84	$	1,302.2

(1) At ~~April~~July 3031, 2025, and October 31, 2024, the weighted average interest rate on all outstanding borrowings, not including letters of credit and swaps, was 6.0709% and 6.68%, respectively.

(2) At ~~April~~July 3031, 2025, we had borrowing capacity of $~~599~~621.17 million.

(3) At ~~April~~July 3031, 2025, standby letters of credit amounted to $29.7 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 (the “Credit Facility”), consisting of a $900.0 million revolving line of credit (the “Revolver”) and an $800.0 million amortizing term loan, both of which matured on September 1, 2022. In accordance with terms of the Credit Facility, the revolver 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 Secured Overnight Financing Rate (“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 July 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

ofAmended ~~four~~Credit ~~fiscal~~Facility, ~~quarters~~declare ~~and~~all ~~increase~~amounts ~~the~~outstanding ~~maximum~~(including ~~secured~~all ~~net~~accrued ~~leverage~~interest ~~ratio~~and tounpaid ~~4.50~~fees) to ~~1.00~~be ~~for~~immediately adue ~~total~~and ~~of four fiscal quarters. Our borrowing capacity is subject to~~payable, and ~~limited~~require ~~by,~~that ~~compliance~~we ~~with~~cash collateralize the ~~covenants~~outstanding ~~described~~standby ~~above.~~letters Atof ~~April 30, 2025, we were in compliance with these covenants~~credit.

~~The~~We ~~Amended~~incurred ~~Credit~~deferred ~~Facility~~financing ~~also~~costs ~~includes customary events~~ of ~~default,~~$8.0 ~~including:~~million ~~failure~~in toconjunction ~~pay principal, interest, or fees when due; failure to comply~~ with ~~covenants;~~ the ~~occurrence~~execution of ~~certain~~the ~~material~~Amended ~~judgments;~~Credit Facility and acarried ~~change~~over in$2.9 ~~control~~million of ~~the~~unamortized ~~Company.~~deferred Iffinancing ~~certain~~from ~~events~~initial ofexecution ~~default~~and ~~occur,~~previous ~~including~~amendments ~~certain~~of ~~cross-defaults,~~the ~~insolvency,~~Credit ~~change~~Facility. inTotal ~~control,~~deferred orfinancing ~~violation~~costs of ~~specific covenants~~$10.9 million, ~~then~~consisting ~~the~~of ~~lenders~~$3.0 million ~~can~~related ~~terminate or suspend our access~~ to the ~~Amended~~term ~~Credit~~loan ~~Facility, declare all amounts outstanding (including all accrued interest~~ and ~~unpaid~~$7.9 million ~~fees)~~related to bethe ~~immediately due and payable~~Revolver, ~~and~~are ~~require~~being ~~that~~amortized weto ~~cash~~interest ~~collateralize~~expense over the ~~outstanding~~term ~~standby~~of ~~letters~~the ofAmended ~~credit.~~Credit Facility.

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 Debt Maturities

During the ~~six~~three and nine months ended ~~April~~July 3031, 2025, we made principal payments under the term loan of $87.15 million and $15.6 million, respectively. As of ~~April~~July 3031, 2025, the following principal payments are required under the Amended Credit Facility:

(in millions)						2025						2026						2027						2028						2029						2030
Debt maturities						$	157.05					$	30.0					$	30.0					$	30.0					$	30.0					$	1,~~419~~405.0

Interest Rate Swaps

We utilize interest rate swap agreements to fix the variable interest rates on portions of our debt. The purpose of using these derivatives is to reduce our exposure to the interest rate risk associated with variable borrowings. Under these agreements, we typically pay a fixed interest rate in exchange for a SOFR-based variable interest rate on a given notional amount. All of our interest rate swaps are designated and accounted for as cash flow hedges. Changes in the fair value of these derivatives are reported as a component of other comprehensive income and are reclassified into earnings in the period or periods in which the hedged transaction affects earnings. For information regarding the valuation of our interest rate swaps, see Note 6, “Fair Value of Financial Instruments.”

Notional Amount

Fixed Interest Rate

Effective Date

Maturity Date

$100.0 million

1.72%

February 9, 2022

June 28, 2026

$150.0 million

1.85%

February 25, 2022

June 28, 2026

$100.0 million

2.88%

May 4, 2022

June 28, 2026

$161.9 million (1)

2.83%

July 7, 2022

June 28, 2026

$13.1 million (1)

2.79%

July 18, 2022

June 28, 2026

$170.0 million

3.81%

November 1, 2022

June 28, 2026

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

At ~~April~~July 3031, 2025, and October 31, 2024, amounts recorded in accumulated other comprehensive loss (“AOCL”) for interest rate swaps were a gain of $45.41 million, net of taxes of $2.68 million, and a gain of $9.2 million, net of taxes of $4.3 million, respectively. At ~~April~~July 3031, 2025, the total amount expected to be reclassified from AOCL to earnings during the next 12 months is a gain of $45.48 million, net of taxes of $12.61 million.

9. COMMON STOCK

Effective December 13, 2023, 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. The repurchase program may be suspended or discontinued at any time without prior notice.

Repurchase Activity

No We ~~shares were~~ repurchased ~~during~~shares under the ~~three~~share ~~months~~repurchase ~~ended~~program ~~April 30,~~during ~~2025.~~the ~~During~~three ~~the~~and ~~six~~nine months ended ~~April~~July 3031, 2025, ~~there were share repurchases~~ as summarized below. At ~~April~~July 3031, 2025, authorization for $~~133~~106.21 million of repurchases remained under our share repurchase program.

(in millions, except per share amounts)	Three Months ~~EndedApril~~EndedJuly 3031, 2025		~~Six~~Nine Months Ended ~~April~~July 3031, 2025
Total number of shares purchased	—0.56		0.4297
Average price paid per share	$	—	$	51.23
Average price paid per share (1)	$	48.77	$	49.82
Total cash paid for share repurchases	$	—	$	21.3
Total cash paid for share repurchases(1)	$	27.1	$	48.3

(in millions, except per share amounts)	Three Months Ended ~~April~~July 3031, 2024		~~Six~~Nine Months Ended ~~April~~July 3031, 2024
Total number of shares purchased	~~0.56~~—		0.56
Average price paid per share	$	~~42.84~~—	$	42.84
Total cash paid for share repurchases	$	~~23.8~~—	$	23.8

(1) 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.

10. COMMITMENTS AND CONTINGENCIES

Letters of Credit and Surety Bonds

We use letters of credit and surety bonds to secure certain commitments related to insurance programs and for other purposes. As of ~~April~~July 3031, 2025, these letters of credit totaled $29.7 million and surety bonds and surety-backed letters of credit totaled $~~950~~1,018.40 million.

Guarantees

In some instances, we offer clients guaranteed energy savings under certain energy savings contracts. At ~~April~~July 3031, 2025, total guarantees were $~~228~~200.06 million and extend through 2045. We include the estimated costs of guarantees 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. Historically, we have not incurred any material losses in connection with these guarantees.

Sales Taxes

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

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

the states’ interpretation of the sales tax laws and regulations could materially adversely impact our results of operations.

Legal Matters

We are a party to a number of lawsuits, claims, and proceedings incident to the operation of our business, including those pertaining to labor and employment, contracts, personal injury, and other matters, some of which allege substantial monetary damages. Some of these actions may be brought as class actions on behalf of a class or purported class of employees.

At ~~April~~July 3031, 2025, the total amount accrued for probable litigation losses where a reasonable estimate of the loss could be made was $9.43 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 $1210.49 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.

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

We are currently not a party to any material legal proceedings, and we are not aware of filings of any pending or contemplated litigation, claims, or assessments. There can be no assurance that future legal proceedings arising in the ordinary course of business or otherwise will not have a material adverse effect on our financial position, results of operations, or cash flows.

11. INCOME TAXES

Our quarterly tax provision is calculated using an estimated annual effective tax rate that is adjusted for discrete items occurring during the period to arrive at our effective tax rate. During the three and ~~six~~nine months ended ~~April~~July 3031, 2025, we had effective tax rates of 29.46% and 2526.69%, respectively. During the three and ~~six~~nine months ended ~~April~~July 3031, 2024, we had effective tax rates of 2974.90% and 2430.07%, respectively. The difference between the estimated annual effective tax rate before discrete items and statutory rate is primarily related to state income taxes, non-deductible compensation, and tax credits.

Our effective tax ~~rates~~rate for the three months ended ~~April~~July 3031, 2025, ~~and~~was ~~April 30, 2024 were~~ not impacted by any significant discrete items. Our effective tax rate for the three months ended July 31, 2024, was impacted by discrete items

Our effective tax rate for the six months ended April 30, 2025, benefited from discrete items, primarily from $4.2 million for return to provision adjustments related to our non-U.S operations. Our effective tax rate for the six months ended April 30, 2024, benefited from discrete items, primarily from $2.4 million for uncertain tax positions, $2.2 million for share-based compensation, and $2.2 million for return to provision adjustments related to our non-U.S. operations.

~~companies.~~related ~~European Union member states along with many other countries have adopted or expect~~ to ~~adopt~~energy ~~the~~efficiency ~~OECD~~incentives ~~Pillar Two Model effective January 1, 2024, or thereafter. The OECD~~ and ~~other~~the ~~countries~~non-taxable ~~continue~~change toin ~~publish guidelines and legislation that include transition and safe harbor rules. We continue to monitor new legislative changes and assess~~ the ~~global~~fair ~~impact~~value of the ~~Pillar~~contingent ~~Two~~consideration ~~Model~~related ~~Rules. Based on our initial assessment, Pillar Two should not have a material impact~~ to the ~~Company’s~~RavenVolt ~~income tax provision.~~Acquisition

Our effective tax rate for the nine months ended July 31, 2025, benefited from discrete items, primarily from return to provision adjustments related to our non-U.S operations. Our effective tax rate for the nine months ended July 31, 2024, was impacted by discrete items, primarily from a change in uncertain tax positions, energy efficiency incentives, a return to provision adjustment related to our non-U.S. operations, a benefit for share-based compensation, and the non-taxable change in the fair value of the contingent consideration related to the RavenVolt Acquisition.

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. We do not anticipate a material impact on our consolidated financial statements.

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 should not have a material impact to the Company’s income tax provision.

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.

12. 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 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			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.
Aviation			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.
Education			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			Technical Solutions specializes in comprehensive facility infrastructure services, including mechanical and electrical systems, EV charging station design, installation, and maintenance, as well as microgrid systems encompassing uninterrupted power supply (“UPS”) systems and power distribution units. 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 such as the installation of solar solutions, battery storage, distributed generation, and other specialized electric trade.

Financial Information by Reportable Segment

	Three Months Ended April 30,				Six Months Ended April 30,
	Three Months Ended July 31,				Nine Months Ended July 31,
(in millions)	2025		2024		2025		2024
Revenues
Business & Industry	$	1,~~015~~038.57	$	~~989~~1,010.6	$	23,~~038~~077.42	$	23,~~022~~033.84
Manufacturing & Distribution	~~398~~408.19		~~388~~377.61		~~792~~1,201.42		~~789~~1,166.56
Aviation	~~260~~291.18		~~238~~268.24		~~530~~822.20		~~487~~756.81
Education	~~227~~235.81		~~225~~228.63		~~453~~688.2		~~445~~674.70
Technical Solutions	~~210~~249.25		~~176~~209.27		~~412~~662.40		~~342~~551.19
Total Revenues	$	2,~~111~~224.70	$	2,~~018~~094.2	$	46,~~226~~450.65	$	46,~~087~~182.80
Operating profit
Business & Industry	$	8373.08	$	77.68	$	~~162~~236.42	$	~~157~~235.20
Manufacturing & Distribution	3936.94		4340.69		79115.36		85125.09
Aviation	1619.57		1317.18		2848.74		2240.86
Education	1321.81		1118.50		2748.89		2442.3
Technical Solutions	1319.4		17.09		3049.04		2341.54
Corporate	(8285.97)		(79130.76)		(~~166~~251.18)		(~~154~~285.40)
Adjustment for income from unconsolidated affiliates, included in Aviation and Technical Solutions	(1.43)		(1.78)		(23.14)		(34.07)
Adjustment for tax deductions for energy efficient government buildings, included in Technical Solutions	~~(0.1)~~—		—(2.6)		(0.1)		—(2.6)
Total operating profit	$	8283.34	$	8137.34	$	~~159~~243.93	$	~~155~~192.48
Income from unconsolidated affiliates	1.43		1.78		23.14		34.07
Interest expense	(2325.93)		(2021.62)		(4672.81)		(4163.91)
Income before income taxes	$	59.84	$	6218.40	$	~~115~~174.26	$	~~116~~134.4

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 corporate costs. Certain corporate costs not allocated to segments include information technology, human resources, executive and finance expenses, and legal costs and settlements. Additionally, share-based compensation, actuarial adjustments to self-insurance reserves related to prior years, acquisition and integration costs, and changes in fair values of contingent consideration are not allocated to segments. Management does not review asset information by segment, therefore we do not present assets in this note.

13. SUBSEQUENT EVENTS

Restructuring

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 anticipate incurring approximately $10.0 million of restructuring charges during the fourth quarter of 2025 related to these organizational actions. We continue to review our overhead and cost structure for additional efficiency opportunities under this program.

Share Repurchase Program

In 2019, our Board of Directors authorized a program to repurchase up to $150.0 million of our common stock. Effective September 2, 2025, authorization for $83.1 million of repurchases remained under our Share Repurchase Program, and on September 3, 2025, our Board of Directors expanded the Share Repurchase Program by an additional $150.0 million. At September 3, 2025, authorization for $233.1 million of repurchases remained under the Share Repurchase Program.

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to facilitate an understanding of the results of operations and financial condition of ABM. This MD&A is provided as a supplement to, and should be read in conjunction with, our Financial Statements and our Annual Report on Form 10-K for the year ended October 31, 2024, which has been filed with the SEC. This MD&A contains forward-looking statements about our business, operations, and industry that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations, and intentions. Our future results and financial condition may be materially different from those we currently anticipate. See “Forward-Looking Statements” for more information.

Throughout the MD&A, amounts and percentages may not recalculate due to rounding. Unless otherwise indicated, all information in the MD&A and references to years are based on our fiscal years, which end 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.

ELEVATE Strategy

In December 2021, we announced our multiyear strategic plan called ELEVATE. The ELEVATE strategy is designed to strengthen our industry leadership position through end-market repositioning and build on our core services, which we expect will drive significant long-term value for our stakeholders.

We will continue to make significant investments over the life of the program, which are expected to total $200 - $215 million, and we will continue to implement various measures with the aim to ELEVATE:

•the client experience, by serving as a trusted advisor who can provide innovative multiservice solutions and consistent service delivery;

•the team member experience, by investing in workforce management, training, developing the next generation of ABM leaders, and building on our inclusive culture; and

•our use of technology and data to power client and employee experiences with cutting-edge data and analytics, processes, and tools that will fundamentally change how we operate our business.

23Restructuring 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 early 2026, this program is expected to deliver approximately $35.0 million of annualized cost savings. We expect to record $10.0 million in restructuring charges related to these actions in the fourth quarter.

We will continue to review our overhead and cost structure for efficiency opportunities under this program.

Segment Reporting

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, 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.
			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.
			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, EV charging station design, installation, and maintenance, as well as microgrid systems encompassing uninterrupted power supply (“UPS”) systems and power distribution units. 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 such as the installation of solar solutions, battery storage, distributed generation, and other specialized electric trade.

2425

Key Financial Highlights

•Revenues increased by $93129.58 million, or 4.6.2%, to $2,~~111~~224.70 million during the three months ended ~~April~~July 3031, 2025, as compared to the prior year period. Revenue growth was comprised of organic growth of 35.70% and acquisition growth of 01.82%. The organic revenue growth was due to ~~higher project revenues due to the higher microgrid projects within Technical Solutions and~~ net new business and expansion of business with existing customers ~~within~~among ~~B&I,~~all ~~Aviation,~~our ~~M&D,~~industry ~~and Education~~groups. The increase in revenues ~~was~~includes ~~partially~~strategic ~~offset~~pricing bydecisions afor ~~loss~~contract ofrebids awithin ~~certain~~B&I ~~customer~~and for select new wins within M&D, inas well as higher project revenues due to the ~~first~~higher ~~quarter~~microgrid ofprojects ~~2025~~within Technical Solutions. Acquisition growth was driven by a $1625.65 million revenue increase from the Quality Uptime ~~Acquisition,~~and ~~which~~LMC ~~was completed in June 2024~~acquisitions.

•We had an increase in operating profit of $146.0 million, to $8283.34 million, during the three months ended ~~April~~July 3031, 2025, as compared to the prior year period. The increase was primarily attributed to:

◦respective revenue increases, ~~contract~~for ~~and~~all ~~service~~industry ~~mix,~~groups and operational efficiencies; within Aviation and Education.

◦an absence of a $4.3 million unfavorable self-insurance reserve adjustment related to prior year claims from actuarial evaluations completed in the three months ended April 30, 2024.

The increase was partially offset by:

◦~~base~~strategic ~~wage~~pricing ~~increases~~decisions ~~within~~for ~~Aviation~~contract rebids and ~~Education.~~proactive extensions, combined with managing the timing of contract escalations to maintain and expand certain customer accounts within B&I; and

~~•Our~~◦strategic ~~effective~~pricing ~~tax rates from income~~ on ~~operations~~select ~~for~~new ~~the~~wins ~~three~~within ~~months ended April 30, 2025, and April 30, 2024, were 29~~M&D.~~4% and 29.9%, respectively, and were not impacted by any significant discrete items.~~

•~~Net~~Our ~~cash~~effective ~~used~~tax inrates ~~operating~~for ~~activities was $73.9 million during~~ the ~~six~~three months ended ~~April~~July 3031, 2025, asand ~~compared~~July 31, to2024, ~~net~~were ~~cash~~29.6% ~~provided~~and by74.0%, ~~operating~~respectively. ~~activities~~Our ofeffective ~~$116.9~~tax ~~million~~rate ~~during~~for the ~~prior~~three ~~year~~months ~~period.~~ended ~~The~~July 31, ~~change~~2025, was ~~primarily~~not ~~driven~~impacted by anany ~~increase~~significant indiscrete ~~working~~items. ~~capital~~Our ~~due~~effective totax ~~the~~rate ~~transition~~for to the ~~Company’s~~three ~~new~~months ~~ERP~~ended ~~systems~~July 31, ~~for~~2024, ~~our~~was ~~Business~~impacted ~~and~~by ~~Industry~~discrete ~~and~~items ~~Manufacturing~~related ~~and Distribution segments that temporarily delayed invoicing~~ to ~~certain~~energy ~~clients~~efficiency ~~within~~incentives ~~these~~and ~~industry~~the ~~groups.~~non-taxable Wechange ~~anticipate continued improvement~~ in ~~our~~the ~~operating~~fair ~~cash~~value ~~flows~~of ~~and full normalization in~~ the ~~second~~contingent ~~half~~consideration ofrelated ~~fiscal~~to ~~year~~the ~~2025.~~RavenVolt Acquisition

•~~Dividends~~Net ofcash provided by operating activities was $32101.90 million ~~were~~and ~~paid~~$196.3 tomillion ~~shareholders~~during the nine months ended July 31, 2025, and ~~dividends~~July 31, ~~totaling~~2024, $0respectively.~~530~~ ~~per~~The ~~common~~decrease ~~share~~was ~~were~~primarily ~~declared~~driven ~~during~~by an increase in working capital requirements due to the ~~six~~transition ~~months~~to ~~ended~~the ~~April 30,~~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. There has been significant improvement in operating cash flows during the third quarter, and we anticipate full normalization in the fourth quarter.

•AtDividends ~~April~~of $49.4 million were paid to shareholders, and dividends totaling $0.795 per common share were declared during the nine months ended July 3031, 2025. Additionally, ~~total~~in ~~outstanding~~August ~~borrowings~~2025 ~~under~~we ~~our~~repurchased ~~Amended~~0.49 ~~Credit~~million ~~Facility~~shares ~~were~~for $123.60 ~~billion.~~million, Atexcluding ~~April 30~~excise taxes, making our total share purchases in 2025, we1.46 ~~had~~million upshares tofor $~~599~~71.13 million, ofexcluding ~~borrowing~~excise ~~capacity~~taxes.

25•At July 31, 2025, total outstanding borrowings under our Amended Credit Facility were $1.5 billion. At July 31, 2025, we had up to $621.7 million of borrowing capacity.

Results of Operations

Three Months Ended ~~April~~July 3031, 2025, Compared with the Three Months Ended ~~April~~July 3031, 2024

Consolidated

	Three Months Ended April 30,
	Three Months Ended July 31,
(in millions, except per share amounts)	2025			2024			Increase / (Decrease)
Revenues	$	2,~~111~~224.70		$	2,~~018~~094.2		$	93129.58	4.6.2%
Operating expenses	1,~~841~~949.06			1,~~763~~831.50			77118.56		46.45%
Gross margin	12.83		%	12.6		%	19(23) bps
Selling, general and administrative expenses	~~175~~177.15			~~159~~211.98			15(34.23)		9(16.52)%
Amortization of intangible assets	13.24			1314.60			(0.46)		(24.52)%
Operating profit	8283.34			8137.34			146.0		~~1.2%~~NM*
Income from unconsolidated affiliates	1.43			1.78			(0.35)		(1929.40)%
Interest expense	(2325.93)			(2021.62)			(34.31)		(1619.15)%
Income before income taxes	59.84			6218.40			(241.6)4		~~(4.3)%~~NM*
Income tax provision	(17.6)			(1813.73)			1(4.13)		5(31.8)%
Net income	4241.28			434.87			(137.6)1		~~(3.6)%~~NM*
Other comprehensive income
Other comprehensive income (loss)
Interest rate swaps	(50.4)8			10(12.34)			~~(15~~13.7)2		NM*
Foreign currency translation and other	14(1.35)			(12.7)			16(4.02)		NM*
Income tax benefit (provision)	1.4			(2.7)			4.1		NM*
Income tax (provision) / benefit	(0.2)			3.2			(3.4)		NM*
Comprehensive income	$	52.5		$	49.7		$	2.8	5.7%
Comprehensive income (loss)	$	41.0		$	(1.8)		$	42.8	NM*

*Not meaningful

Revenues

Revenues increased by $93129.58 million, or 4.6.2%, to $2,~~111~~224.70 million during the three months ended ~~April~~July 3031, 2025, as compared to the prior year period. Revenue growth was comprised of organic growth of 35.70% and acquisition growth of 01.82%. The organic revenue growth was due to ~~higher project revenues due to the higher microgrid projects within Technical Solutions and~~ net new business and expansion of business with existing customers ~~within~~among ~~B&I,~~all ~~Aviation,~~our ~~M&D,~~industry ~~and Education~~groups. The increase in revenues ~~was~~includes ~~partially~~strategic ~~offset~~pricing bydecisions afor ~~loss~~contract ofrebids awithin ~~certain~~B&I ~~customer~~and for select new wins within M&D, inas well as higher project revenues due to the ~~first~~higher ~~quarter~~microgrid ofprojects ~~2025~~within Technical Solutions. Acquisition growth was driven by a $1625.65 million revenue increase from the Quality Uptime ~~Acquisition,~~and ~~which~~LMC ~~was completed in June 2024~~acquisitions.

Operating Expenses

Operating expenses increased by $77118.56 million, or 46.45%, to $1,~~841~~949.06 million during the three months ended ~~April~~July 3031, 2025, as compared to the prior year period. Gross margin ~~increased~~decreased by 1923 bps to 12.83% in the three months ended ~~April~~July 3031, 2025, from 12.6% in the prior year period. The ~~increase~~decrease in gross margin was primarily driven by ~~contract~~strategic ~~and~~pricing ~~service~~decisions ~~mix~~for ~~and~~contract ~~operational~~rebids ~~efficiencies~~ within ~~Aviation~~B&I and ~~Education~~select new wins within M&D as well as anthe ~~absence~~management of acontract ~~$4.3~~escalation ~~million~~timing ~~unfavorable self-insurance reserve adjustment related~~ to ~~prior~~maintain ~~year~~and ~~claims~~expand ~~from~~certain ~~actuarial~~customer ~~evaluations~~accounts ~~completed in the three months ended April 30, 2024~~ within ~~Corporate~~B&I. ~~The~~This ~~increase in gross margin~~ was partially offset by ~~base~~operational ~~wage~~efficiencies ~~increases~~ within Aviation and Education and a decrease in the prior year insurance adjustment.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ~~increased~~decreased by $1534.23 million, or 916.52%, to $~~175~~177.15 million during the three months ended ~~April~~July 3031, 2025, as compared to the prior year period. The ~~increase~~decrease in selling, general and administrative expenses was primarily attributable to:

•an absence of an adjustment to the contingent consideration related to the RavenVolt Acquisition as compared to a $236.20 million fair value adjustment to increase inthe ~~costs~~contingent ~~associated~~consideration ~~with~~recorded ~~systems’~~during ~~go-live;~~the three months ended July 31, 2024.

~~•a $2.2 million accrual for a parking tax audit settlement related to 2012-2019;~~ 27

26The decrease was partially offset by:

•aan $211.1 million increase in compensation and related expenses primarily due to higher salaries and headcount expansion from recent acquisitions ~~and ongoing business growth; and~~.

•a $1.1 million increase in acquisition and integration costs.

Amortization of Intangible Assets

Amortization of intangible assets decreased by $0.46 million, or 24.52%, to $13.24 million during the three months ended ~~April~~July 3031, 2025, as compared to the prior year period. The decrease was primarily due to the lower amortization of intangibles, primarily intangibles acquired as part of the Able ~~Acquisition~~and GCA acquisitions, partially offset by amortization of intangibles from the Quality Uptime ~~Acquisition~~and LMC acquisitions.

Interest Expense

Interest expense increased by $34.31 million, or 1619.15%, to $2325.93 million during the three months ended ~~April~~July 3031, 2025, as compared to the prior year period, and was 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 from Operations

Our effective tax rates from income on operations for the three months ended ~~April~~July 3031, 2025, and ~~April~~July 3031, 2024, were 29.46% and 2974.90%, respectively, resulting in provisions for taxes of $17.6 million and $1813.73 million, respectively.

Our effective tax ~~rates~~rate for the three months ended ~~April~~July 3031, 2025 ~~and April 30~~, ~~2024~~was ~~were~~ not impacted by any significant discrete items. Our effective tax rate for the three months ended July 31, 2024, was impacted by discrete items related to energy efficiency incentives and the non-taxable change in the fair value of the contingent consideration related to the RavenVolt Acquisition.

Interest Rate Swaps

We had a ~~loss~~gain of $50.48 million on interest rate swaps during the three months ended ~~April~~July 3031, 2025, as compared to a ~~gain~~loss of $1012.34 million during the three months ended ~~April~~July 3031, 2024, primarily due to underlying changes in the fair value of our interest rate swaps.

Foreign Currency Translation

We had a foreign currency translation ~~gain~~loss of $141.35 million during the three months ended ~~April~~July 3031, 2025, as compared to a foreign currency translation ~~loss~~gain of $12.7 million during the three months ended ~~April~~July 3031, 2024. This change was due to fluctuations in the exchange rate between the U.S. dollar (“USD”) and the British pound sterling (“GBP”). Future gains and losses on foreign currency translation will be dependent upon changes in the relative value of foreign currencies to the USD and the extent of our foreign assets and liabilities.

2728

Segment Information

Financial Information for Each Reportable Segment

	Three Months Ended April 30,
	Three Months Ended July 31,
(in millions)	2025			2024			Increase / (Decrease)
Revenues
Business & Industry	$	1,~~015~~038.57		$	~~989~~1,010.6		$	2528.91	2.68%
Manufacturing & Distribution	~~398~~408.19			~~388~~377.61			931.58		28.4%
Aviation	~~260~~291.18			~~238~~268.24			2123.94		98.27%
Education	~~227~~235.81			~~225~~228.63			26.28		13.0%
Technical Solutions	~~210~~249.25			~~176~~209.27			3439.08		19.30%
	$	2,~~111~~224.70		$	2,~~018~~094.2		$	93129.58	4.6.2%
Operating profit
Business & Industry	$	8373.08		$	77.68		$	5.(4.0)	7(5.02)%
Operating profit margin	87.21		%	7.87		%	34(60) bps
Manufacturing & Distribution	3936.94			4340.69			(34.75)		(811.51)%
Operating profit margin	108.09		%	1110.29		%	(~~120~~196) bps
Aviation	1619.57			1317.18			31.49		2611.20%
Operating profit margin	6.38		%	56.56		%	8514 bps
Education	1321.81			1118.50			2.3.1		1917.42%
Operating profit margin	69.0		%	57.19		%	93109 bps
Technical Solutions	1319.4			17.09			(31.6)5		~~(20~~8.7)5%
Operating profit margin	67.48		%	98.65		%	(~~323~~75) bps
Corporate	(8285.97)			(79130.76)			(344.2)9		(434.0)4%
Adjustment for income from unconsolidated affiliates, included in Aviation and Technical Solutions	(1.43)			(1.78)			0.35		1929.40%
Adjustment for tax deductions for energy efficient government buildings, included in Technical Solutions	~~(0.1)~~—			—(2.6)			(02.1)6		NM*
	$	8283.34		$	8137.34		$	146.0	1123.20%

*Not meaningful

Business & Industry
	Three Months Ended April 30,
	Three Months Ended July 31,
($ in millions)	2025			2024			Increase / (Decrease)
Revenues	$	1,~~015~~038.57		$	~~989~~1,010.6		$	2528.91	2.68%
Operating profit	8373.08			77.68			5.(4.0)		7(5.02)%
Operating profit margin	87.21		%	7.87		%	34(60) bps

B&I revenues increased by $2528.91 million, or 2.68%, to $1,~~015~~038.57 million during the three months ended ~~April~~July 3031, 2025, as compared to the prior year period. The revenue increase was primarily driven by ~~the~~ client expansions both domestic and international. This includes strategic pricing decisions for contract rebids and proactive extensions, as well as higher volumes in our sports and entertainment business. Management reimbursement revenues for this segment totaled $7175.84 million and $6869.69 million for the three months ended ~~April~~July 3031, 2025 and 2024, respectively.

Operating profit ~~increased~~decreased by $5.4.0 million, or 75.02%, to $8373.08 million during the three months ended ~~April~~July 3031, 2025, as compared to the prior year period. Operating profit margin ~~increased~~decreased by 3460 bps to 87.21% in the three months ended ~~April~~July 3031, 2025, from 7.87% in the prior year period. The ~~increase~~decrease in operating profit margin was primarily driven by ~~geographic~~strategic ~~mix~~pricing ~~and~~decisions ~~lower~~for ~~amortization~~contract ofrebids ~~intangibles~~and proactive extensions, ~~partially~~combined ~~offset~~with bymanaging ~~higher~~contract ~~bad~~escalation ~~debt~~timing to maintain and expand certain customer accounts.

Manufacturing & Distribution
	Three Months Ended April 30,
($ in millions)	2025			2024			Increase / (Decrease)
Revenues	$	398.1		$	388.6		$	9.5	2.4%
Operating profit	39.9			43.6			(3.7)		(8.5)%
Operating profit margin	10.0		%	11.2		%	(120) bps

M&D revenues increased by $9.5 million, or 2.4%, to $398.1 million during the three months ended April 30, 2025, as compared to the prior year period. The increase was primarily attributable to the expansion of business with existing clients and new business wins, partially offset by a loss of a certain customer in the first quarter of 2025.

Operating profit decreased by $3.7 million, or 8.5%, to $39.9 million during the three months ended April 30, 2025, as compared to the prior year period. Operating profit margin decreased by 120 bps to 10.0% in the three months ended April 30, 2025, from 11.2% in the prior year period. The decrease in operating profit margin was primarily attributable to contract mix and investments made in the fourth quarter of 2024 to hire certain technical expertise to support future growth.

Aviation
	Three Months Ended April 30,
($ in millions)	2025			2024			Increase
Revenues	$	260.1		$	238.2		$	21.9	9.2%
Operating profit	16.5			13.1			3.4		26.2%
Operating profit margin	6.3		%	5.5		%	85 bps

Aviation revenues increased by $21.9 million, or 9.2%, to $260.1 million during the three months ended April 30, 2025, as compared to the prior year period. The increase was primarily attributable to new business and scope expansions with the existing clients both domestically and internationally. Management reimbursement revenues for this segment totaled $12.6 million and $8.2 million for the three months ended April 30, 2025 and 2024, respectively.

Operating profit increased by $3.4 million, or 26.2%, to $16.5 million for the three months ended April 30, 2025, as compared to the prior year period. Operating profit margin increased by 85 bps to 6.3% in the three months ended April 30, 2025. The operating profit margin increased primarily due to contract mix and operational efficiencies, particularly in managing overhead costs, partially offset by base wage increases.

Education
	Three Months Ended April 30,
($ in millions)	2025			2024			Increase
Revenues	$	227.8		$	225.6		$	2.2	1.0%
Operating profit	13.8			11.5			2.3		19.4%
Operating profit margin	6.0		%	5.1		%	93 bps

Education revenues increased by $2.2 million, or 1.0%, to $227.8 million during the three months ended April 30, 2025, as compared to the prior year period. The increase was primarily attributable to new business wins.

Operating profit increased by $2.3 million, or 19.4%, to $13.8 million for the three months ended April 30, 2025, as compared to the prior year period. Operating profit margin increased by 93 bps to 6.0% in the three months ended April 30, 2025, from 5.1% in the prior year period. The increase in operating profit margin was primarily attributable to operational efficiencies, particularly in managing overtime, materials and supplies, and general and administrative headcount, partially offset by base wage increases.

Technical Solutions
Manufacturing & Distribution
	Three Months Ended April 30,
	Three Months Ended July 31,
($ in millions)	2025			2024			Increase / (Decrease)
Revenues	$	~~210~~408.29		$	~~176~~377.21		$	3431.08	198.34%
Operating profit	1336.4			1740.09			(34.65)		(2011.71)%
Operating profit margin	68.49		%	910.69		%	(~~323~~196) bps

~~Technical~~M&D ~~Solutions~~ revenues increased by $3431.08 million, or 198.34%, to $~~210~~408.29 million during the three months ended ~~April~~July 3031, 2025, as compared to the prior year period. ~~Revenue growth was comprised of organic growth of 9.8% and acquisition growth of 9.5%.~~ The ~~organic~~increase ~~revenue growth~~ was primarily ~~driven~~attributable ~~by higher project revenues due~~ to the ~~higher~~expansion ~~microgrid~~of ~~projects~~business aswith ~~well~~existing asclients ~~certain~~and ~~infrastructure~~new ~~solutions~~business ~~projects~~wins, ~~partially~~including ~~offset~~strategic bypricing adecisions ~~decrease~~for inselect ~~electric~~new ~~vehicle charging station revenues~~wins. ~~Acquisition~~This ~~growth~~ was ~~driven~~partially offset by a ~~$16.6~~loss ~~million~~of ~~revenue~~a ~~increase~~certain ~~from~~customer in the ~~Quality~~first ~~Uptime~~quarter ~~Acquisition,~~of ~~which was completed in June 2024~~2025.

Operating profit decreased by $34.65 million, or 2011.71%, to $1336.4 million during the three months ended ~~April~~July 3031, 2025, as compared to the prior year period. Operating profit margin decreased by ~~323~~196 bps to 68.49% in the three months ended ~~April~~July 3031, 2025, from 910.69% in the prior year period. The decrease in operating profit margin was primarily attributable to ~~adverse~~strategic ~~service~~pricing ~~mix~~on asselect ~~compared~~new towins, ~~the~~and ~~prior~~investments ~~year~~made ~~and~~in ~~higher~~the ~~amortization~~fourth quarter of ~~intangible~~2024 ~~assets~~to hire certain technical expertise to support future growth.

Corporate
Aviation
	Three Months Ended April 30,
	Three Months Ended July 31,
($ in millions)	2025			2024			Increase
Corporate expenses	$	(82.9)		$	(79.7)		$	(3.2)	(4.0)	%
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

~~Corporate~~Aviation ~~expenses~~revenues increased by $323.24 million, or 48.07%, to $82291.98 million during the three months ended ~~April~~July 3031, 2025, as compared to the prior year period. The increase ~~in corporate expenses~~ was primarily attributable to: new business and scope expansions with the existing clients both domestically and internationally. Management reimbursement revenues for this segment totaled $13.3 million and $9.6 million for the three months ended July 31, 2025 and 2024, respectively.

•aOperating profit increased by $21.29 million, ~~accrual~~or 11.0%, to $19.7 million for athe ~~parking~~three ~~tax~~months ~~audit~~ended ~~settlement~~July 31, ~~related~~2025, as compared to ~~2012~~the prior year period. Operating profit margin increased by 14 bps to 6.8% in the three months ended July 31, 2025. The operating profit margin increased primarily due to contract mix and operational efficiencies, particularly in managing overhead costs, partially offset by weather-~~2019;~~related inefficiencies.

•a $2.0 million increase in costs associated with systems’ go-live; and


Education
	Three Months Ended July 31,
($ in millions)	2025			2024			Increase
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

•aEducation revenues increased by $16.8 million, or 3.0%, to $235.1 million during the three months ended July 31, 2025, as compared to the prior year period. The increase inwas ~~acquisition~~primarily attributable to net new business and ~~integration~~scope ~~costs~~expansions with the existing clients.

Operating profit increased by $3.1 million, or 17.2%, to $21.1 million for the three months ended July 31, 2025, as compared to the prior year period. Operating profit margin increased by 109 bps to 9.0% in the three months ended July 31, 2025, from 7.9% in the prior year period. The increase in operating profit margin was ~~partially~~primarily ~~offset~~attributable ~~by:~~to operational efficiencies, particularly in managing overtime, materials and supplies, and general and administrative headcount.

•an absence of a $4.3 million unfavorable self-insurance reserve adjustment related to prior year claims from actuarial evaluations completed in the three months ended April 30, 2024.


Technical Solutions
	Three Months Ended July 31,
($ in millions)	2025			2024			Increase / (Decrease)
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

Technical Solutions revenues increased by $39.8 million, or 19.0%, to $249.5 million during the three months ended July 31, 2025, as compared to the prior year period. Revenue growth was comprised of organic growth of 6.8% and acquisition growth of 12.2%. The organic revenue growth was primarily driven by higher project revenues due to the microgrid projects as well as certain infrastructure solutions projects, partially offset by a decrease in electric vehicle charging station revenues. Acquisition growth was driven by a $25.5 million revenue increase from the Quality Uptime and LMC acquisitions.

Operating profit increased by $1.5 million, or 8.5%, to $19.4 million during the three months ended July 31, 2025, as compared to the prior year period. Operating profit margin decreased by 75 bps to 7.8% in the three months ended July 31, 2025, from 8.5% in the prior year period. The decrease in operating profit margin was primarily attributable to service mix and higher amortization of intangible assets.


Corporate
	Three Months Ended July 31,
($ in millions)	2025		2024		Decrease
Corporate expenses	$	(85.7)	$	(130.6)	$	44.9	34.4	%

Corporate expenses decreased by $44.9 million, or 34.4%, to $85.7 million during the three months ended July 31, 2025, as compared to the prior year period. The decrease in corporate expenses was primarily attributable to:

•an absence of an adjustment to the contingent consideration related to the RavenVolt Acquisition as compared to a $36.0 million fair value adjustment to increase the contingent consideration recorded during the three months ended July 31, 2024; and

•a $7.1 million decrease in unfavorable self-insurance reserve adjustment as a result of actuarial evaluations completed.

The decrease was partially offset by:

•a $4.2 million increase in compensation and related expenses primarily due to higher salaries and headcount expansion from recent acquisitions.

Results of Operations

~~Six~~Nine Months Ended ~~April~~July 3031, 2025, Compared with the ~~Six~~Nine Months Ended ~~April~~July 3031, 2024

Consolidated

	Six Months Ended April 30,
	Nine Months Ended July 31,
(in millions)	2025			2024			Increase / (Decrease)
Revenues	$	46,~~226~~450.65		$	46,~~087~~182.80		$	~~138~~268.85	3.4.3%
Operating expenses	35,~~696~~645.17			35,~~589~~420.8			~~106~~224.39		34.01%
Gross margin	12.65		%	12.23		%	3716 bps
Selling, general and administrative expenses	~~344~~521.17			~~314~~526.53			29(4.6)		9(0.49)%
Amortization of intangible assets	2639.59			2842.2			(12.73)		(65.15)%
Operating profit	~~159~~243.93			~~155~~192.48			450.5		226.92%
Income from unconsolidated affiliates	23.14			34.07			(01.93)		(28.14)%
Interest expense	(4672.81)			(4163.91)			(4.9.0)		(1114.52)%
Income before income taxes	~~115~~174.26			~~116~~134.4			(140.2)		(129.0)9%
Income tax provision	(2947.50)			(2841.03)			(1.5.7)		(513.38)%
Net income	85127.86			8893.41			(234.6)5		(337.0)%
Other comprehensive income (loss)
Interest rate swaps	(6.5.7)			(518.71)			(012.8)4		14(68.16)%
Foreign currency translation and other	65.72			36.74			3(1.02)		79(18.98)%
Income tax benefit	1.75			14.57			0(3.2)		15(68.89)%
Comprehensive income	$	87128.6		$	8786.91		$	(042.3)5	(049.3)%

*Not meaningful

Revenues

Revenues increased by $~~138~~268.85 million, or 3.4.3%, to $46,~~226~~450.65 million during the ~~six~~nine months ended ~~April~~July 3031, 2025, as compared to the prior year period. Revenue growth was comprised of organic growth of 23.64% and acquisition growth of 0.79%. ~~Acquisition~~ ~~growth was driven by a $29.3 million revenue increase from the Quality Uptime Acquisition, which was completed in June 2024.~~ The organic revenue growth was primarily driven by higher project revenues due to the higher microgrid projects within Technical Solutions and the net new business and expansion of business with existing customers within Aviation, B&I, ~~Education, and~~ M&D., ~~The~~and ~~increase~~Education, ~~in revenues was~~ partially offset by ~~attrition~~strategic ofpricing ~~engineering~~decisions, ~~customers~~including for contract rebids within B&I and afor ~~loss~~new ofwins within M&D. Acquisition growth was driven by a ~~certain~~$54.8 ~~customer~~million inrevenue ~~M&D~~increase infrom the ~~first~~Quality ~~quarter~~Uptime ofand ~~2025~~LMC acquisitions.

Operating Expenses

Operating expenses increased by $~~106~~224.39 million, or 34.01%, to $35,~~696~~645.17 million during the ~~six~~nine months ended ~~April~~July 3031, 2025, as compared to the prior year period. Gross margin increased by 3716 bps to 12.65% in the ~~six~~nine months ended ~~April~~July 3031, 2025, from 12.23% in the ~~six~~nine months ended ~~April~~July 3031, 2024. The increase in gross margin was primarily driven by operational efficiencies within Aviation and Education and ana ~~absence~~decrease ofin aprior ~~$9.7~~year ~~million~~insurance ~~unfavorable~~adjustment, ~~self-insurance~~partially ~~reserve~~offset ~~adjustment~~by ~~from~~strategic ~~actuarial~~pricing ~~evaluations~~decisions ~~completed~~for incontract ~~the~~rebids ~~six~~and ~~months~~proactive ~~ended~~extensions ~~April~~combined ~~30,~~with ~~2024~~managing ~~within~~contract ~~Corporate.~~escalation ~~The~~timing ~~increase~~to inmaintain ~~gross~~and ~~margin~~expand ~~was~~certain ~~partially~~customer ~~offset~~accounts bywithin ~~change~~B&I inand ~~contract~~strategic ~~mix~~pricing on select new wins within M&D.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ~~increased~~decreased by $294.6 million, or 90.49%, to $~~344~~521.17 million during the ~~six~~nine months ended ~~April~~July 3031, 2025, as compared to the ~~six~~nine months ended ~~April~~July 3031, 2024. The ~~increase~~decrease in selling, general and administrative expenses was primarily attributable to:

•aan ~~$10.2~~absence ~~million~~of ~~increase~~an inadjustment ~~compensation~~to ~~and~~the ~~related~~contingent ~~expenses~~consideration ~~primarily~~related ~~due~~ to ~~higher~~the ~~salaries,~~RavenVolt ~~certain~~Acquisition ~~incentive~~as ~~plans,~~compared ~~headcount~~to ~~expansion~~a ~~from~~$36.0 ~~recent~~million ~~acquisitions,~~fair ~~and~~value ~~ongoing~~adjustment ~~business~~to ~~growth~~increase ~~within~~the ~~Technical~~contingent ~~Solutions~~consideration recorded during the three months ended ~~January~~July 31, ~~2025;~~ 2024.

3132

•aThe ~~$3.4~~decrease ~~million~~was ~~increase~~partially inoffset ~~costs associated with systems’ go-live;~~by:

•a $324.18 million increase in ~~acquisition~~compensation and ~~integration~~related ~~costs~~expenses primarily due to higher salaries, certain incentive plans, headcount expansion from recent acquisitions, and ongoing business growth; and

•a $26.34 million increase in ~~certain discrete transformational~~ costs ~~under~~associated ~~our~~with ~~ELEVATE~~systems’ ~~strategy for developing the new ERP system, client~~go-~~facing technology, workforce management tools, and data analytics; and~~live.

•a $2.2 million accrual for a parking tax audit settlement related to 2012-2019.

Amortization of Intangible Assets

Amortization of intangible assets decreased by $12.73 million, or 65.15%, to $2639.59 million during the ~~six~~nine months ended ~~April~~July 3031, 2025, as compared to the ~~six~~nine months ended ~~April~~July 3031, 2024. This decrease was due to lower amortization of intangibles, primarily intangibles acquired as part of the Able ~~Acquisition~~and GCA acquisitions, partially offset by amortization of intangibles from the Quality Uptime ~~Acquisition~~and LMC acquisitions.

Interest Expense

Interest expense increased by $4.9.0 million to $4672.81 million during the ~~six~~nine months ended ~~April~~July 3031, 2025, as compared to the ~~six~~nine months ended ~~April~~July 3031, 2024. The increase was driven by higher borrowings from our Amended Credit Facility to fund working capital requirements.

Income Taxes from Operations

Our effective tax rates on income from operations for the ~~six~~nine months ended ~~April~~July 3031, 2025, and ~~April~~July 3031, 2024, were 2526.69% and 2430.07%, respectively, resulting in provisions for taxes of $2947.50 million and $2841.03 million, respectively.

Our effective tax rate for the ~~six~~nine months ended ~~April~~July 3031, 2025, benefited from discrete items, primarily from ~~$4.2 million~~a ~~for~~ return to provision adjustments related to our non-U.S. operations. Our effective tax rate for the ~~six~~nine months ended ~~April 30~~July 31, 2024, ~~benefited~~was ~~from~~impacted by discrete items, primarily from ~~$2.4~~a ~~million~~change for uncertain tax positions, $2energy efficiency incentives, a return to provision adjustment related to our non-U.2S. ~~million~~operations, a benefit for share-based compensation, and ~~$2.2~~the ~~million~~non-taxable ~~for~~change ~~return~~in tofair ~~provision~~value ~~adjustments~~of the contingent consideration related to ~~our~~the ~~non-U.S.~~RavenVolt ~~operations~~Acquisition.

Interest Rate Swaps

We had a loss of $6.5.7 million during the ~~six~~nine months ended ~~April~~July 3031, 2025, as compared to a loss of $518.71 million during the ~~six~~nine months ended ~~April~~July 3031, 2024, primarily due to underlying changes in the fair value of our interest rate swaps.

Foreign Currency Translation

We had a foreign currency translation gain of $65.72 million during the ~~six~~nine months ended ~~April~~July 3031, 2025, as compared to a foreign currency translation gain of $36.74 million during the ~~six~~nine months ended ~~April~~July 3031, 2024. This change was due to fluctuations in the exchange rate between the USD and the GBP. Future gains and losses on foreign currency translation will be dependent upon changes in the relative value of foreign currencies to the USD and the extent of our foreign assets and liabilities.

3233

Segment Information

Financial Information for Each Reportable Segment

	Six Months Ended April 30,
	Nine Months Ended July 31,
(in millions)	2025			2024			Increase / (Decrease)
Revenues
Business & Industry	$	23,~~038~~077.42		$	23,~~022~~033.84		$	1543.68	01.84%
Manufacturing & Distribution	~~792~~1,201.42			~~789~~1,166.56			234.96		03.40%
Aviation	~~530~~822.20			~~487~~756.81			4265.49		8.7%
Education	~~453~~688.2			~~445~~674.70			714.52		12.71%
Technical Solutions	~~412~~662.40			~~342~~551.19			70110.31		20.50%
	$	46,~~226~~450.65		$	46,~~087~~182.80		$	~~138~~268.85	3.4.3%
Operating profit
Business & Industry	$	~~162~~236.42		$	~~157~~235.20		$	51.2	30.35%
Operating profit margin	87.07		%	7.87		%	20(7) bps
Manufacturing & Distribution	79115.36			85125.09			(510.73)		(68.71)%
Operating profit margin	109.06		%	10.8		%	(76116) bps
Aviation	2848.74			2240.86			57.98		2619.15%
Operating profit margin	5.49		%	45.74		%	7553 bps
Education	2748.89			2442.3			36.56		1415.46%
Operating profit margin	67.1		%	56.43		%	6883 bps
Technical Solutions	3049.04			2341.54			68.50		2719.64%
Operating profit margin	7.35		%	67.95		%	40(4) bps
Corporate	(~~166~~251.18)			(~~154~~285.40)			~~(11~~33.7)2		(711.6)%
Adjustment for income from unconsolidated affiliates, included in Aviation and Technical Solutions	(23.14)			(34.07)			01.83		28.14%
Adjustment for tax deductions for energy efficient government buildings, included in Technical Solutions	(0.1)			—(2.6)			(02.1)5		NM*
	$	~~159~~243.93		$	~~155~~192.48		$	450.5	226.92%

*Not meaningful

Business & Industry
	Six Months Ended April 30,
	Nine Months Ended July 31,
($ in millions)	2025			2024			Increase / (Decrease)
Revenues	$	23,~~038~~077.42		$	23,~~022~~033.84		$	1543.68	01.84%
Operating profit	~~162~~236.42			~~157~~235.20			51.2		30.35%
Operating profit margin	87.07		%	7.87		%	20(7) bps

B&I revenues increased by $1543.68 million, or 01.84%, to $23,~~038~~077.42 million during the ~~six~~nine months ended ~~April~~July 3031, 2025, as compared to the prior year period. The revenue increase was primarily driven by client expansions both domestic and international, partially offset by strategic pricing decisions for contract rebids and attrition of certain engineering clients. Management reimbursement revenues for this segment totaled $~~143~~218.14 million and $~~139~~209.10 million for the ~~six~~nine months ended ~~April~~July 3031, 2025 and 2024, respectively.

Operating profit increased by $51.2 million, or 30.35%, to $~~162~~236.42 million during the ~~six~~nine months ended ~~April~~July 3031, 2025, as compared to the prior year period. Operating profit margin ~~increased~~decreased by 207 bps to 87.07% in the ~~six~~nine months ended ~~April~~July 3031, 2025, from 7.87% in the ~~six~~nine months ended ~~April~~July 3031, 2024. The ~~increase~~decrease in operating profit margin was primarily driven by ~~the~~strategic pricing decisions for contract rebids and ~~service~~proactive ~~mix~~extensions combined with managing contract escalation timing to maintain and expand certain customer accounts, partially offset by lower amortization of intangible assets.

Manufacturing & Distribution
	Six Months Ended April 30,
($ in millions)	2025			2024			Increase / (Decrease)
Revenues	$	792.4		$	789.5		$	2.9	0.4%
Operating profit	79.3			85.0			(5.7)		(6.7)%
Operating profit margin	10.0		%	10.8		%	(76) bps

M&D revenues increased by $2.9 million, or 0.4%, to $792.4 million during the six months ended April 30, 2025, as compared to the prior year period. The increase was primarily attributable to the expansion of business with existing customers, partially offset by a loss of a certain customer in the first quarter of 2025.

Operating profit decreased by $5.7 million, or 6.7%, to $79.3 million during the six months ended April 30, 2025, as compared to the prior year period. Operating profit margin decreased by 76 bps to 10.0% in the six months ended April 30, 2025, from 10.8% in the six months ended April 30, 2024. The decrease in operating profit margin was primarily attributable to the change in the contract mix and investments made in the fourth quarter of 2024 to hire certain technical expertise to support future growth.

Aviation
	Six Months Ended April 30,
($ in millions)	2025			2024			Increase
Revenues	$	530.2		$	487.8		$	42.4	8.7%
Operating profit	28.7			22.8			5.9		26.1%
Operating profit margin	5.4		%	4.7		%	75 bps

Aviation revenues increased by $42.4 million, or 8.7%, to $530.2 million during the six months ended April 30, 2025, as compared to the prior year period. The increase was primarily attributable to new business and scope expansions with the existing clients both domestically and internationally. Management reimbursement revenues for this segment totaled $23.2 million and $17.7 million for the six months ended April 30, 2025 and 2024, respectively.

Operating profit increased by $5.9 million, or 26.1%, to $28.7 million during the six months ended April 30, 2025, as compared to the prior year period. Operating profit margin increased by 75 bps to 5.4% in the six months ended April 30, 2025, from 4.7% in the six months ended April 30, 2024. The increase was primarily attributable to contract mix and operational efficiencies, particularly in managing overhead costs, partially offset by base wage increases.

Education
	Six Months Ended April 30,
($ in millions)	2025			2024			Increase
Revenues	$	453.2		$	445.7		$	7.5	1.7%
Operating profit	27.8			24.3			3.5		14.4%
Operating profit margin	6.1		%	5.4		%	68 bps

Education revenues increased by $7.5 million, or 1.7%, to $453.2 million during the six months ended April 30, 2025, as compared to the prior year period. The increase was primarily attributable to net new business and expansion of business with existing customers and increase in work orders.

Operating profit increased by $3.5 million, or 14.4%, during the six months ended April 30, 2025, as compared to the prior year period. Operating profit margin increased by 68 bps to 6.1% in the six months ended April 30, 2025, from 5.4% in the six months ended April 30, 2024. The increase in operating profit margin was primarily attributable to operational efficiencies, particularly in managing overtime, materials and supplies, and general and administrative headcount, partially offset by base wage increases.

Technical Solutions
Manufacturing & Distribution
	Six Months Ended April 30,
	Nine Months Ended July 31,
($ in millions)	2025			2024			Increase / (Decrease)
Revenues	$	~~412~~1,201.42		$	~~342.~~1,166.6		$	7034.36	203.50%
Operating profit	30115.06			23125.59			6(10.53)		27(8.61)%
Operating profit margin	79.36		%	610.98		%	40(116) bps

~~Technical~~M&D ~~Solutions~~ revenues increased by $7034.36 million, or 203.50%, to $~~412~~1,201.42 million during the ~~six~~nine months ended ~~April~~July 3031, 2025, as compared to the prior year period. ~~Revenue~~ ~~growth was comprised of organic growth of 12.0% and acquisition growth of 8.5%.~~ The ~~organic revenue~~ increase was primarily ~~driven~~attributable byto ~~higher~~the ~~project~~expansion ~~revenues~~of ~~due~~business towith ~~the~~existing ~~higher~~clients ~~microgrid~~and ~~systems~~new ~~projects~~business wins, ~~partially~~including ~~offset~~strategic bypricing adecisions ~~decrease~~for inselect ~~electric~~new ~~vehicle charging station revenues~~wins. ~~Acquisition~~This ~~growth~~ was ~~driven~~partially offset by ana ~~$29.3~~loss ~~million~~of ~~revenue~~a ~~increase~~certain ~~from~~customer in the ~~Quality~~first ~~Uptime~~quarter ~~Acquisition,~~of ~~which was completed in June 2024~~2025.

Operating profit ~~increased~~decreased by $610.53 million, or 278.61%, to $30115.06 million during the ~~six~~nine months ended ~~April~~July 3031, 2025, as compared to the prior year period. Operating profit margin ~~increased~~decreased by 40116 bps to 79.36% in the ~~six~~nine months ended ~~April~~July 3031, 2025, from 610.98% in the ~~six~~nine months ended ~~April~~July 3031, 2024. The ~~increase~~decrease in operating profit margin was primarily attributable to ~~the~~strategic ~~contract~~pricing ~~mix,~~on ~~partially~~select ~~offset~~new bywins ~~higher~~and ~~amortization~~investments made in the fourth quarter of ~~intangible~~2024 ~~assets~~to hire certain technical expertise to support future growth.

Corporate
Aviation
	Six Months Ended April 30,
	Nine Months Ended July 31,
($ in millions)	2025			2024			Increase
Corporate expenses	$	(166.1)		$	(154.4)		$	(11.7)	(7.6)%
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

~~Corporate~~Aviation ~~expenses~~revenues increased by $1165.79 million, or 78.67%, to $~~166~~822.10 million during the ~~six~~nine months ended ~~April~~July 3031, 2025, as compared to the prior year period. The increase ~~in corporate expenses~~ was primarily attributable to: new business and scope expansions with the existing clients both domestically and internationally. Management reimbursement revenues for this segment totaled $36.5 million and $27.3 million for the nine months ended July 31, 2025 and 2024, respectively.

•aOperating profit increased by $47.8 million, ~~increase~~or 19.5%, to $48.4 million during the nine months ended July 31, 2025, as compared to the prior year period. Operating profit margin increased by 53 bps to 5.9% in ~~accruals~~the ~~for~~nine ~~actual~~months ended July 31, 2025, from 5.4% in the nine months ended July 31, 2024. The increase was primarily attributable to contract mix and ~~potential~~operational ~~legal~~efficiencies, ~~settlements;~~particularly in managing overhead costs, partially offset by base wage increases.

•a $4.3 million increase in compensation and related expenses primarily due to higher salaries and certain incentive plans;


Education
	Nine Months Ended July 31,
($ in millions)	2025			2024			Increase
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

•aEducation revenues increased by $314.2 million, or 2.1%, to $688.2 million during the nine months ended July 31, 2025, as compared to the prior year period. The increase inwas ~~acquisition~~primarily attributable to net new business and ~~integration~~expansion ~~costs;~~of business with existing customers.

•aOperating profit increased by $36.06 million, or 15.6%, during the nine months ended July 31, 2025, as compared to the prior year period. Operating profit margin increased by 83 bps to 7.1% in the nine months ended July 31, 2025, from 6.3% in the nine months ended July 31, 2024. The increase in ~~costs~~operating ~~associated~~profit ~~with~~margin ~~systems’~~was ~~go-live;~~primarily attributable to operational efficiencies, particularly in managing overtime, materials and supplies, and general and administrative headcount, partially offset by base wage increases.

•a $2.3 million increase in in certain discrete transformational costs under our ELEVATE strategy for developing the new ERP system, client-facing technology, workforce management tools, and data analytics; and

•a $2.2 million accrual for a parking tax audit settlement related to 2012-2019.

This increase was partially offset by:

•an absence of a $9.7 million unfavorable self-insurance reserve adjustment related to prior year claims from actuarial evaluations completed in the six months ended April 30, 2024.

Liquidity and Capital Resources

requirements. As such, we project our anticipated cash requirements as well as cash flows generated from operating activities to meet those needs.


Technical Solutions
	Nine Months Ended July 31,
($ in millions)	2025			2024			Increase / (Decrease)
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

InTechnical ~~addition~~Solutions torevenues ~~normal~~increased ~~working~~by ~~capital~~$110.1 ~~requirements~~million, weor ~~anticipate~~20.0%, ~~that~~to ~~our~~$662.0 ~~short-~~million ~~and~~during ~~long-term~~the ~~cash~~nine ~~requirements~~months ~~will~~ended ~~include~~July 31, ~~funding~~2025, ~~legal~~as ~~settlements,~~compared ~~insurance~~to ~~claims,~~the ~~dividend~~prior ~~payments,~~year ~~capital~~period. Revenue ~~expenditures,~~growth ~~share~~was ~~repurchases,~~comprised ~~mandatory~~of ~~loan~~organic ~~repayments,~~growth ~~contingent~~of ~~consideration~~10.0% ~~payments~~and ~~from~~acquisition ~~acquisitions,~~growth ~~and~~of ~~systems~~10.0%. ~~and~~The ~~technology~~organic ~~transformation~~revenue ~~initiatives~~increase ~~under~~was ~~our~~primarily ~~ELEVATE~~driven ~~strategy.~~by Wehigher ~~anticipate~~project ~~long-term~~revenues ~~cash~~due ~~uses~~to ~~may~~the ~~also~~higher ~~include~~microgrid ~~strategic~~systems ~~acquisitions.~~projects, Onpartially offset by a ~~long-term~~decrease ~~basis,~~in weelectric ~~will~~vehicle ~~continue~~charging tostation ~~rely~~revenues. onAcquisition ~~our~~growth ~~Amended~~was ~~Credit~~driven ~~Facility~~by ~~for~~a ~~any~~$54.8 ~~long-term~~million ~~funding~~revenue ~~not~~increase ~~provided~~from bythe ~~operating~~Quality ~~cash~~Uptime ~~flows~~and LMC acquisitions.

Operating profit increased by $8.0 million, or 19.4%, to $49.4 million during the nine months ended July 31, 2025, as compared to the prior year period. Operating profit margin decreased by 4 bps to 7.5% in the nine months ended July 31, 2025, from 7.5% in the nine months ended July 31, 2024. The decrease in operating profit margin was primarily attributable to higher amortization of intangible assets.


Corporate
	Nine Months Ended July 31,
($ in millions)	2025		2024		Decrease
Corporate expenses	$	(251.8)	$	(285.0)	$	33.2	11.6%

Corporate expenses decreased by $33.2 million, or 11.6%, to $251.8 million during the nine months ended July 31, 2025, as compared to the prior year period. The decrease in corporate expenses was primarily attributable to:

•a $16.8 million decrease in unfavorable self-insurance reserve adjustment as a result of actuarial evaluations completed.

This decrease was partially offset by:

•a $9.7 million increase in compensation and related expenses primarily due to higher salaries and headcount expansion from recent acquisitions; and

•a $5.4 million increase in costs associated with systems’ go-live.

Liquidity and Capital Resources

Our primary sources of liquidity are operating cash flows and borrowing capacity under our Amended 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 legal settlements, 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 Amended 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 Amended Credit Facility are sufficient to fund our cash requirements for the next 12 months. 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, consisting of a $900.0 million revolver and an $800.0 million amortizing term loan. In accordance with terms of the Credit Facility, the revolver 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 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 ~~April~~July 3031, 2025, we were in compliance with these covenants.

During the ~~six~~three and nine months ended ~~April~~July 3031, 2025, we made principal payments under the term loan of $87.15 million and $15.6 million, respectively. At ~~April~~July 3031, 2025, the total outstanding borrowings under our Amended Credit Facility in the form of cash borrowings and standby letters of credit were $1.65 billion and $29.7 million, respectively, and our weighted average interest rate on all outstanding borrowings, excluding letters of credit, was 6.0709%. At ~~April~~July 3031, 2025, we had up to $~~599~~621.17 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.

IFM Insurance Company

IFM Assurance Company (“IFM”) is a wholly owned captive insurance company that we formed in 2015. IFM is part of our enterprise-wide, multiyear insurance strategy that is intended to better position our risk and safety programs and provide us with increased flexibility in the end-to-end management of our insurance programs. IFM began providing coverage to us as of January 1, 2015.

Share Repurchases

We ~~did~~repurchased ~~not repurchase~~ shares under the share repurchase program during the three and nine months ended ~~April~~July 3031, 2025, as summarized below. 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 share repurchase program may be suspended or discontinued at

3637

~~unissued status. The share repurchase program may be suspended or discontinued at~~ any time without prior notice. At ~~April~~July 3031, 2025, authorization for $~~133~~106.21 million of repurchases remained under our share repurchase program.


(in millions, except per share amounts)	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(1)	$	48.77	$	49.82
Total cash paid for share repurchases(1)	$	27.1	$	48.3

(1) 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.

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; 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; and the timing and amount of payments on insurance claims and legal settlements.

	Six Months Ended April 30,
	Nine Months Ended July 31,
(in millions)	2025		2024
Net cash (used in) provided by operating activities	$	(73.9)	$	116.9
Net cash provided by operating activities	$	101.0	$	196.3
Net cash used in investing activities	(3174.68)		(28157.69)
Net cash provided by (used in) financing activities	98.7		(98.0)
Net cash used in financing activities	(22.5)		(23.0)

Operating Activities

Net cash ~~used~~provided inby operating activities was $73101.90 million and $196.3 million during the ~~six~~nine months ended ~~April~~July 3031, 2025, asand ~~compared~~July 31, to2024, ~~net cash provided by operating activities of $116~~respectively.9 ~~million during the prior year period.~~ The ~~change~~decrease was primarily driven by an increase in working capital requirements due to the transition to the Company’s new ERP ~~systems~~system for our ~~Business~~B&I and ~~Industry~~M&D ~~and Manufacturing and Distribution~~ segments that temporarily delayed invoicing to certain clients within these industry groups in the first half of 2025. WeThere ~~anticipate~~has ~~continued~~been significant improvement in ~~our~~ operating cash flows during the third quarter, and we anticipate full normalization in the ~~second~~fourth ~~half~~quarter. In addition, we made a $75.0 million payment for contingent consideration related to the RavenVolt Acquisition, of ~~fiscal~~which ~~year~~$16.0 million was classified as an operating cash outflow during the nine months ended July 31, 2025.

Investing Activities

Net cash used in investing activities ~~increased~~decreased by $383.01 million during the ~~six~~nine months ended ~~April~~July 3031, 2025, as compared to the prior year period. This quarter’s activity was primarily related to purchases of property, plant and equipment and payment for the LMC Acquisition.

Financing Activities

Net cash ~~provided~~used byin financing activities was $9822.75 million and $23.0 million during the ~~six~~nine months ended ~~April~~July 3031, 2025, asand ~~compared~~July 31, to2024, ~~net~~respectively. ~~cash~~This ~~used~~quarter’s activity was primarily related to an increase in ~~financing~~share ~~activities~~repurchases ofand a $9875.0 million ~~during~~payment for contingent consideration related to the ~~prior~~RavenVolt ~~year~~Acquisition, ~~period.~~of ~~The~~which ~~change~~$59.0 million was ~~primarily~~classified ~~related~~as toa anfinancing ~~increase~~cash inoutflow ~~net~~during ~~borrowings~~the ~~from~~nine ~~our~~months ~~Amended~~ended ~~Credit~~July ~~Facility~~31, to2025. ~~fund~~This ~~$73.9~~was ~~million~~partially ofoffset by higher net ~~cash~~borrowings ~~used~~from byour ~~operating~~Amended ~~activities~~Credit Facility.

Contingencies

For disclosures on contingencies, see Note 10, “Commitments and Contingencies,” of the Notes to unaudited Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

3738

Critical Accounting Policies and Estimates

Our Financial Statements are prepared in accordance with U.S. GAAP, which require us to make certain estimates in the application of our accounting policies based on the best assumptions, judgments, and opinions of our management. There have been no significant changes to our critical accounting policies and estimates. For a description of our critical accounting policies, see Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended October 31, 2024.

Recently Issued Accounting Pronouncements

Accounting Standard Updates

Topic

Summary

Effective Date/Method of Adoption

2023-07

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

This ASU, issued in November 2023, improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This standard requires disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and are included within each reported measure of segment profit and loss, as well as the total amount of any other items included in segment operating results ~~which~~that were not deemed to be significant expenses for separate disclosure, along with a qualitative description of the composition of these other items. The amended disclosure requirements are required to be applied retrospectively. Beginning with the Company’s Form 10-K that will be filed for the annual period ending October 31, 2025, this ASU will result in expanded disclosures related to each reportable segment, but will have no impact on the Company’s financial position or results of operations.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

2023-09

Income Taxes (Topic 740): Improvements to Income Tax Disclosures

This ASU, issued in December 2023, is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. We are currently evaluating the impact of implementing this guidance on our financial statements.

This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

2024-03

Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

This ASU, issued in November 2024, is intended to improve financial reporting by requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods. We are currently evaluating the impact of implementing this guidance on our financial statements.

This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There are no material changes related to market risk from the disclosures in our Annual Report on Form 10-K for the year ended October 31, 2024.

ITEM 4. 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. 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 (“ERP”) 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 and key boundary systems for the Education, Business & Industry, and Manufacturing & Distribution industry groups that has materially affected, or is reasonably likely to materially affect, 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 ~~second~~third quarter of 2025 identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

A discussion of material developments in our litigation matters occurring in the period covered by this report is found in Note 10, “Commitments and Contingencies,” to the unaudited Consolidated Financial Statements in this Form 10-Q.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risk factors identified in our Annual Report on Form 10-K for the year ended October 31, 2024, in response to Item 1A., “Risk Factors,” of Part I of the Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Common Stock Repurchases

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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. ~~No shares were repurchased during the three months ended April 30, 2025. At April 30, 2025, authorization for $133.2 million of repurchases remained under our share repurchase program.~~

The following table sets forth, for the months indicated, our purchases of common stock in the third quarter of fiscal year 2025:


(in millions, except per share amounts)	Total Number of Shares Purchased	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plan	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
Period
5/1/2025 – 5/31/2025	—	$	—	—	$	133.2
6/1/2025– 6/30/2025	—	$	—	—	$	133.2
7/1/2025 – 7/31/2025	0.56	$	48.77	0.56	$	106.1
Total	0.56	$	48.77	0.56

(1) 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

Trading Arrangements

During the three months ended ~~April~~July 3031, 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 Arrangement1

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

April 4, 2025

17,250 shares of common stock

From July 7, 2025, until the earlier of (i) the date when all the shares under the plan are sold and (ii) December 31, 2025

Raul Valentin, Executive Vice President and Chief Human Resources Officer

Adoption

July 15, 2025

1,639 shares of common stock

From October 14, 2025, until the earlier of (i) the date when all the shares under the plan are sold and (ii) April 13, 2026

(1) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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ITEM 6. EXHIBITS.

(a) Exhibits

Exhibit No.						Exhibit Description
10.1						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 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on February 28, 2025)
31.1†						Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2†						Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32‡						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS†						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.DEF†						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB†						Inline XBRL Taxonomy Label Linkbase Document
101.PRE†						Inline XBRL Presentation Linkbase Document
104†						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)




*			Indicates management contract or compensatory plan, contract, or arrangement.
†			Indicates filed herewith.

‡			Indicates furnished herewith.

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SIGNATURES

Pursuant to the requirements 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

~~June~~September 65, 2025 /s/ ~~Earl~~David RM. ~~Ellis~~Orr ~~Earl~~David RM. ~~EllisExecutive~~OrrExecutive Vice President and Chief Financial Officer(Duly Authorized Officer)

~~June~~September 65, 2025 /s/ Dean A. Chin Dean A. ChinSenior Vice President, Chief Accounting Officer, Corporate Controller and Treasurer(Principal Accounting Officer)

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