10 unchanged sentences
Changes in Internal Control Over Financial Reporting.
−Removed: We continue to migrate many of our financial reporting and other processes to the ABM enterprise service center along with integrating GCA.
−Removed: These are enhancements of ongoing activities to support the growth of our financial shared service capabilities and standardize our financial systems.
−Removed: We also continue to update several key platforms, including our human resources information systems, enterprise resource planning system, and labor management system .
−Removed: Both the migration of GCA’s back-office functions to the ABM enterprise service center and the implementation of several key platforms involve changes in the systems that include internal controls.
−Removed: Although the transitions have proceeded to date without material adverse effects, the possibility exists that such transitions could adversely affect our internal controls over financial reporting and procedures.
−Removed: There were no changes in our internal control over financial reporting during the fourth fiscal quarter of 2019 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.
+Added: To support the growth of our financial shared service capabilities and standardize our financial systems, we continue to update several key platforms, including our HR information systems, enterprise resource planning system, and labor management system.
+Added: The implementation of several key platforms involves changes in the systems that include internal controls.
+Added: 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.
+Added: There were no other changes in our internal control over financial reporting during the fiscal year 2020 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.
+Added: As a result of the Pandemic, many of our office-based employees began working remotely in March 2020.
+Added: This change to the working environment did not have a material effect on our internal controls over financial reporting during the fiscal year 2020.
+Added: We are continually monitoring and assessing the impact of the Pandemic and the resulting changes to our working environment on our internal controls over financial reporting.
OTHER INFORMATION.
2 unchanged sentences
Information about our executive officers is found in Part I, Item 1 of this Annual Report on Form 10-K under “Executive Officers of Registrant.” Additional information required by this Item will be set forth under the captions “Proposal No.
−Removed: 1—Election of Directors,” “Corporate Governance and Board Matters,” “Audit-Related Matters,” and “Delinquent Section 16(a) Reports” in our Definitive Proxy Statement for our 2020 Annual Meeting of Stockholders (the “ 2020 Proxy Statement”).
+Added: 1—Election of Directors,” “Corporate Governance and Board Matters,” and “Audit-Related Matters” in our Definitive Proxy Statement for our 2021 Annual Meeting of Stockholders (the “2021 Proxy Statement”).
Such information is incorporated herein by reference.
Our 2021 Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the conclusion of our fiscal year ended October 31, 2020.
−Removed: On April 22, 2019 , we filed our Annual CEO Certification as required by Section 303A.12 of the NYSE Listed Company Manual.
+Added: O n April 13, 2020, w e filed our Annual CEO Certification as required by Section 303A.12 of the NYSE Listed Company Manual.
Code of Business Conduct
17 unchanged sentences
Consolidated Balance Sheets at October 31, 20 20 and 20 1 9
−Removed: Consolidated Statements of Comprehensive Income for the Years Ended October 31, 2019, 2018, and 2017
+Added: Consolidated Statements of Comprehensive (Loss) Income for the Years Ended October 31, 2020, 2019,
Consolidated Statements of Stockholders’ Equity for the Years Ended October 31, 20 20 , 201 9 , and 201 8
5 unchanged sentences
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
−Removed: (in millions)
−Removed: Beginning of Year
−Removed: Costs and Expenses
−Removed: Write-offs (1) / Allowance Taken
+Added: (in millions) Balance
+Added: Beginning of Year Charges to
+Added: Costs and Expenses Write-offs (1) / Allowance Taken
Accounts receivable and sales allowances
+Added: 2020 $ 22.4 96.3 ( 83.2 ) $ 35.5
+Added: 2019 19.2 87.7 ( 84.6 ) 22.4
+Added: 2018 25.5 57.4 ( 63.6 ) 19.2
(1) Write-offs are net of recoveries.
−Removed: (2) Includes amounts that were classified as held for sale.
EXHIBIT INDEX
−Removed: Exhibit Description
−Removed: Incorporated by Reference
+Added: Exhibit Exhibit Description Incorporated by Reference
+Added: Form File No.
+Added: Exhibit Filing Date
1.1 Underwriting Agreement, dated March 14, 2018, among ABM Industries Incorporated, Goldman Sachs & Co LLC, and UBS Securities LLC
−Removed: March 19, 2018
+Added: 8-K 001-08929 1.1 March 19, 2018
2.1 Agreement and Plan of Merger, dated July 11, 2017, among GCA Holding Corp., ABM Industries Incorporated, Grade Sub One, Inc., Grade Sub Two, LLC and Thomas H.
1 unchanged sentence
and Broad Street Principal Investments Holdings, L.P., acting jointly as the Securityholder Representative
−Removed: July 14, 2017
−Removed: Restated Certificate of Incorporation of ABM Industries Incorporated, dated November 25, 2003
−Removed: January 14, 2004
−Removed: Amended and Restated Bylaws of ABM Industries Incorporated, dated December 4, 2018
−Removed: December 10, 2018
+Added: 8-K 001-08929 2.1 July 14, 2017
+Added: 3.1 Restated Certificate of Incorporation of ABM Industries Incorporated, dated March 26, 2020
+Added: 8-K 001-08929 3.1 March 27, 2020
+Added: 3.2 Amended and Restated Bylaws of ABM Industries Incorporated, dated March 26, 2020
+Added: 8-K 001-08929 3.2 March 27, 2020
+Added: 4.1‡ Description of Registrant’s Securities
10.1 Shareholders’ Agreement, dated September 1, 2017, among ABM Industries Incorporated, Thomas H.
2 unchanged sentences
Lee Parallel (Cayman) Fund VII, L.P., THL Executive Fund VII, L.P., THL Fund VII Coinvestment Partners, L.P., Broad Street Principal Investments Holdings, L.P., Bridge Street 2015, L.P., MBD 2015, L.P., Stone Street 2015, L.P., 2015 Employee Offshore Aggregator, L.P., and Goldman Sachs & Co.
−Removed: September 8, 2017
+Added: 8-K 001-08929 10.1 September 8, 2017
10.2 Credit Agreement, dated as of September 1, 2017, by and among ABM Industries Incorporated, a Delaware corporation, certain subsidiaries of ABM Industries Incorporated from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent
−Removed: September 8, 2017
+Added: 8-K 001-08929 10.2 September 8, 2017
10.3 Letter Agreement, dated November 6, 2017, between ABM Industries Incorporated and Bank of America, N.A., as Swingline Lender with respect to the Credit Agreement dated as of September 1, 2017, among ABM Industries Incorporated, the Designated Borrowers party thereto, the Lenders party thereto and Bank of America, N.A., as administrative agent
−Removed: December 22, 2017
+Added: 10-K 001-08929 10.3 December 22, 2017
10.4 First Amendment, dated as of July 3, 2018, to the Credit Agreement dated September 1, 2017, by and among ABM Industries Incorporated, a Delaware corporation, the Designated Borrowers identified on the signature pages thereto, the Guarantors identified on the signature pages thereto, the Lenders identified on the signature pages thereto, and Bank of America, N.A., as administrative agent
−Removed: September 7, 2018
+Added: 10-Q 001-08929 10.1 September 7, 2018
10.5 Second Amendment, dated as of September 5, 2018, to the Credit Agreement dated September 1, 2017, by and among ABM Industries Incorporated, a Delaware corporation, the Designated Borrowers identified on the signature pages thereto, the Guarantors identified on the signature pages thereto, the Lenders identified on the signature pages thereto, and Bank of America, N.A., as administrative agent
−Removed: September 7, 2018
+Added: 10-Q 001-08929 10.2 September 7, 2018
+Added: 10.6 Third Amendment, dated as of May 28, 2020, to the Credit Agreement dated September 1, 2017, by and among ABM Industries Incorporated, a Delaware corporation, the Designated Borrowers identified on the signature pages thereto, the Guarantors identified on the signature pages thereto, the Lenders identified on the signatures pages thereto and Bank of America, N.A., as administrative agent
+Added: 10-Q 001-08929 10.1 June 18, 2020
10.7* ABM Executive Retiree Healthcare and Dental Plan
−Removed: January 14, 2005
+Added: 10-K 001-08929 10.17 January 14, 2005
10.8* Director Retirement Plan Distribution Election Form, as revised June 16, 2006
−Removed: September 8, 2006
+Added: 10-Q 001-08929 10.1 September 8, 2006
10.9* Deferred Compensation Plan for Non-Employee Directors, as amended and restated December 13, 2010
−Removed: December 23, 2010
+Added: 10-K 001-08929 10.7 December 23, 2010
10.10* Form of Director’s Indemnification Agreement
−Removed: December 21, 2018
+Added: 10-K 001-08929 10.9 December 21, 2018
10.11* ABM Executive Officer Incentive Plan, as amended and restated June 3, 2008
−Removed: September 8, 2008
+Added: 10-Q 001-08929 10.6 September 8, 2008
10.12* 2006 Equity Incentive Plan, as amended and restated March 7, 2018
−Removed: March 8, 2018
+Added: 8-K 001-08929 10.1 March 8, 2018
10.13* Statement of Terms and Conditions Applicable to Options, Restricted Stock and Restricted Stock Units and Performance Shares Granted to Employees Pursuant to the 2006 Equity Incentive Plan, as amended and restated December 9, 2013
−Removed: December 12, 2013
+Added: 8-K 001-08929 10.1 December 12, 2013
10.14* Statement of Terms and Conditions Applicable to Options, Restricted Stock and Restricted Stock Units and Performance Shares Granted to Employees Pursuant to the 2006 Equity Incentive Plan, for Awards Granted on or after March 4, 2015
+Added: 10-Q 001-08929 10.2 June 3, 2015
+Added: 10.15* Statement of Terms and Conditions Applicable to Options, Restricted Stock and Restricted Stock Units and Performance Shares Granted to Employees Pursuant to the 2006 Equity Incentive Plan, for Awards Granted on or after January 1, 2020
+Added: 10-Q 001-08929 10.1 March 5, 2020
+Added: 10.16*‡ Statement of Terms and Conditions Applicable to Options, Restricted Stock, Restricted Stock Units and Performance Shares Granted to Employees Pursuant to the 2006 Equity Incentive Plan, for Awards Granted on July 14, 2020
+Added: 10.17*‡ Statement of Terms and Conditions Applicable to Options, Restricted Stock, Restricted Stock Units and Performance Shares Granted to Employees Pursuant to the 2006 Equity Incentive Plan, for Awards Granted with a Two-Year Vesting Schedule
10.18* Statement of Terms and Conditions Applicable to Options, Restricted Stock and Restricted Stock Units Granted to Directors Pursuant to the 2006 Equity Incentive Plan, as amended and restated December 9, 2013
−Removed: December 18, 2013
+Added: 10-K 001-08929 10.16 December 18, 2013
10.19* Statement of Terms and Conditions Applicable to Options, Restricted Stock and Restricted Stock Units Granted to Directors Pursuant to the 2006 Equity Incentive Plan, for Awards Granted on or after March 4, 2015
+Added: 10-Q 001-08929 10.3 June 3, 2015
+Added: 10.20* Statement of Terms and Conditions Applicable to Options, Restricted Stock and Restricted Stock Units Granted to Directors Pursuant to the 2006 Equity Incentive Plan, for Awards Granted on or after January 1, 2020
+Added: 10-Q 001-08929 10.2 March 5, 2020
10.21* Statement of Terms and Conditions Applicable to Restricted Stock Units Granted Pursuant to the 2006 Equity Incentive Plan to Directors Who Elect to Relinquish Their Benefits Effective November 1, 2006, as amended and restated September 8, 2010
−Removed: December 23, 2010
+Added: 10-K 001-08929 10.13 December 23, 2010
10.22* Form of Non-Qualified Stock Option Agreement - 2006 Equity Plan
+Added: 10-Q 001-08929 10.4 June 4, 2010
10.23* Form of Restricted Stock Unit Agreement - 2006 Equity Plan
+Added: 10-K 001-08929 10.18 December 20, 2019
10.24* Form of Performance Share Agreement - 2006 Equity Plan
+Added: 10-K 001-08929 10.19 December 20, 2019
10.25* Executive Stock Option Plan (aka Age-Vested Career Stock Option Plan), as amended and restated June 4, 2012
−Removed: September 6, 2012
+Added: 10-Q 001-08929 10.1 September 6, 2012
10.26* Deferred Compensation Plan for Executives, amended and restated October 25, 2010
−Removed: December 23, 2010
+Added: 10-K 001-08929 10.22 December 23, 2010
10.27* Supplemental Executive Retirement Plan, as amended and restated June 3, 2008
−Removed: September 8, 2008
+Added: 10-Q 001-08929 10.4 September 8, 2008
10.28* Service Award Benefit Plan, as amended and restated June 3, 2008
−Removed: September 8, 2008
+Added: 10-Q 001-08929 10.5 September 8, 2008
10.29* Executive Severance Pay Policy, as amended and restated March 7, 2011
−Removed: March 10, 2011
+Added: 10-Q 001-08929 10.1 March 10, 2011
10.30* Amended and Restated Executive Employment Agreement, dated as of September 22, 2017, by and between ABM Industries Incorporated and Scott Salmirs
−Removed: December 22, 2017
+Added: 10-K 001-08929 10.28 December 22, 2017
10.31* Amended and Restated Change in Control Agreement, dated as of September 22, 2017, by and between ABM Industries Incorporated and Scott Salmirs
−Removed: December 22, 2017
+Added: 10-K 001-08929 10.29 December 22, 2017
10.32* Executive Employment Agreement, dated as of November 1, 2017, by and between ABM Industries Incorporated and Scott Giacobbe
−Removed: March 7, 2018
+Added: 10-Q 001-08929 10.1 March 7, 2018
10.33* Change in Control Agreement, dated as of November 1, 2017, by and between ABM Industries Incorporated and Scott Giacobbe
−Removed: March 7, 2018
+Added: 10-Q 001-08929 10.2 March 7, 2018
10.34* Amended and Restated Executive Employment Agreement, dated as of September 22, 2017, by and between ABM Industries Incorporated and D.
Anthony Scaglione
−Removed: December 22, 2017
+Added: 10-K 001-08929 10.33 December 22, 2017
10.35* Amended and Restated Change in Control Agreement, dated as of September 22, 2017, by and between ABM Industries Incorporated and D.
Anthony Scaglione
−Removed: December 22, 2017
+Added: 10-K 001-08929 10.34 December 22, 2017
10.36* Executive Employment Agreement, dated as of January 1, 2018, by and between ABM Industries Incorporated and Rene Jacobsen
−Removed: March 7, 2018
+Added: 10-Q 001-08929 10.3 March 7, 2018
10.37* Change in Control Agreement, dated as of January 1, 2018, by and between ABM Industries Incorporated and Rene Jacobsen
−Removed: March 7, 2018
+Added: 10-Q 001-08929 10.4 March 7, 2018
10.38* Executive Employment Agreement, dated as of March 1, 2018, by and between ABM Industries Incorporated and Andrea Newborn
−Removed: March 7, 2019
+Added: 10-Q 001-08929 10.1 March 7, 2019
10.39* Change in Control Agreement, dated as of March 1, 2018, by and between ABM Industries Incorporated and Andrea Newborn
−Removed: March 7, 2019
+Added: 10-Q 001-08929 10.2 March 7, 2019
10.40* Executive Employment Agreement, dated as of October 28, 2019, by and between ABM Industries Incorporated and Joshua H.
+Added: 10-K 001-08929 10.35 December 20, 2019
21.1‡ Subsidiaries of the Registrant
4 unchanged sentences
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: 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)
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Label Linkbase Document
−Removed: Inline XBRL Presentation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: 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)
+Added: 101.SCH ‡ Inline XBRL Taxonomy Extension Schema Document
+Added: 101.CAL‡ Inline XBRL Taxonomy Calculation Linkbase Document
+Added: 101.LAB ‡ Inline XBRL Taxonomy Label Linkbase Document
+Added: 101.PRE ‡ Inline XBRL Presentation Linkbase Document
+Added: 101.DEF ‡ Inline XBRL Taxonomy Extension Definition Linkbase Document
104† Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
14 unchanged sentences
December 17, 2020
−Removed: Anthony Scaglione
−Removed: Anthony Scaglione
+Added: Ellis /s/ Dean A.
Executive Vice President and
2 unchanged sentences
and Corporate Controller
−Removed: (Principal Financial Officer)
−Removed: (Principal Accounting Officer)
−Removed: December 20, 2019
−Removed: December 20, 2019
−Removed: /s/ Sudhakar Kesavan
−Removed: /s/ LeighAnne G.
−Removed: Sudhakar Kesavan
+Added: (Principal Financial Officer) (Principal Accounting Officer)
+Added: December 17, 2020 December 17, 2020
+Added: /s/ Sudhakar Kesavan /s/ LeighAnne G.
+Added: Sudhakar Kesavan LeighAnne G.
Baker, Director
−Removed: Chairman of the Board and Director
−Removed: December 20, 2019
+Added: Chairman of the Board and Director December 17, 2020
December 17, 2020
−Removed: /s/ Linda Chavez
−Removed: /s/ Donald F.
−Removed: Linda Chavez, Director
+Added: /s/ Linda Chavez /s/ Donald F.
+Added: Linda Chavez, Director Donald F.
Colleran, Director
−Removed: December 20, 2019
−Removed: December 20, 2019
−Removed: /s/ Thomas M.
−Removed: Garcia, Director
+Added: December 17, 2020 December 17, 2020
+Added: Garcia /s/ Thomas M.
+Added: Garcia, Director Thomas M.
Gartland, Director
−Removed: December 20, 2019
−Removed: December 20, 2019
−Removed: /s/ Filippo Passerini
−Removed: Golder, Director
−Removed: Filippo Passerini, Director
−Removed: December 20, 2019
−Removed: December 20, 2019
−Removed: /s/ Winifred M.
+Added: December 17, 2020 December 17, 2020
+Added: Golder /s/ Winifred M.
+Added: Golder, Director Winifred M.
Webb, Director
−Removed: December 20, 2019
+Added: December 17, 2020 December 17, 2020
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.