What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-12-18 compared with 2022-12-21 · 201 added, 349 removed, 1206 unchanged (31% of the section changed)

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Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of ABM Industries Incorporated and subsidiaries (the Company) as of October 31, 2022 and 2021, the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended October 31, 2022, and the related notes and financial statement schedule II (collectively, the consolidated financial statements).

We have audited the accompanying consolidated balance sheets of ABM Industries Incorporated and subsidiaries (the Company) as of October 31, 2023 and 2022, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended October 31, 2023, and the related notes and financial statement schedule II (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended October 31, 2023, in conformity with U.S.

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Initial fair value measurement of the contingent consideration liability associated with the acquisition of RavenVolt

As discussed in Note 3 to the consolidated financial statements, on September 1, 2022, the Company acquired RavenVolt, Inc.

(RavenVolt) for cash of $170 million and contingent consideration up to $280 million, if the RavenVolt business achieves certain earnings before interest, taxes, depreciation, and amortization (EBITDA) targets in calendar

years 2023, 2024 and 2025 (the contingent consideration liability).

At the acquisition date, the Company recognized the contingent consideration liability at its estimated fair value.

The initial fair value of the contingent consideration liability related to the acquisition of RavenVolt was $59 million.

We identified the assessment of the initial fair value measurement of the contingent consideration liability as a critical audit matter.

A high degree of subjectivity was required to evaluate certain assumptions used to determine the fair value of the liability.

The key assumptions included the forecast of revenues and EBITDA margins for the RavenVolt business, the volatility associated with the EBITDA of the RavenVolt business, the risk-adjusted discount rate applied to forecasted EBITDA, and the credit-adjusted discount rate related to the payment of the contingent consideration.

Changes in these inputs could have a significant impact on the initial fair value of the contingent consideration liability.

Valuation professionals with specialized skills and knowledge were also required to assess the volatility, the risk-adjusted discount rate, and the credit-adjusted discount rate.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s initial fair value measurement process for the contingent consideration liability.

This included controls related to the development of the key assumptions.

We evaluated the forecasted revenues by comparing them to pre-acquisition historical audited financial statements and the current year unaudited results of the RavenVolt business, the customer backlog, and customer purchase orders.

We evaluated the forecasted EBITDA margins by comparing them to the pre-acquisition historical audited financial statements and current year unaudited results of the RavenVolt business.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

• evaluating the risk-adjusted discount rate for consistency with the internal rate of return for the RavenVolt business and the period of the earnout

• evaluating the volatility by comparing it to the asset volatility of publicly traded guideline companies

• evaluating the credit-adjusted discount rate by comparing it to a credit-adjusted discount rate that was independently developed

• performing sensitivity analyses over the estimated fair value of the contingent consideration liability by considering reasonably possible changes to forecasted revenues and EBITDA margins and comparing the results to the Company’s estimate

• developing a fair value estimate of the contingent consideration liability using the Company’s forecasted EBITDA for the RavenVolt business, the risk-adjusted discount rate, the independently developed credit-adjusted discount rate, and a range of volatilities, and comparing it to the Company’s estimate.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of self-insurance liabilities

As discussed in Notes 2 and 10 to the consolidated financial statements, the Company uses a combination of insured and self-insurance programs to cover workers’ compensation, general liability, automobile liability, property damage, and other insurable risks.

insurable risks.

The balance of casualty program insurance reserves, net of recoverables, as of October 31, 2023, amounted to $487.9 million.

The Company engages actuaries to estimate its self-insurance liabilities at least annually.

We identified the evaluation of the self-insurance liabilities existing prior to the acquisition of Able as a critical audit matter because it involves a high degree of judgment and actuarial expertise to assess:

We identified the evaluation of certain self-insurance liabilities as a critical audit matter because it involves a high degree of judgment and actuarial expertise to assess:

(1) the actuarial models used and (2) estimated incurred but not reported claims based on application of loss development factors to historical claims experience.

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of October 31, 2022 and 2021, the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended October 31, 2022, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated December 21, 2022 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of October 31, 2023 and 2022, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended October 31, 2023, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated December 18, 2023, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Cash and cash equivalents $ 69.5 $ 73.0

Trade accounts receivable, net of allowances of $ 22.6 and $ 32.7

at October 31, 2022 and 2021, respectively

Trade accounts receivable, net of allowances of $ 25.0 and $ 22.6 at

October 31, 2023 and 2022, respectively

1,365.0 1,278.7

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Right-of-use assets 113.4 115.2

Other intangible assets, net of accumulated amortization of $ 459.8 and $ 389.3 at October 31, 2022 and 2021, respectively

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

$ 459.8 at October 31, 2023 and 2022, respectively

Goodwill 2,491.3 2,485.6

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Accrued taxes—other than income 58.9 124.7

Deferred revenue

Insurance claims 177.0 171.4

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ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended October 31,

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Selling, general and administrative expenses 572.8 628.3 719.2

Restructuring and related expenses — — 7.6

Amortization of intangible assets 76.5 72.1 45.0

Impairment loss of goodwill and other intangibles — — 172.8

Operating profit 409.5 348.8 206.3

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Interest expense ( 82.3 ) ( 41.1 ) ( 28.6 )

Income from continuing operations before income taxes 310.0 179.8 53.3

Income before income taxes 331.1 310.0 179.8

Income tax provision ( 79.7 ) ( 79.6 ) ( 53.5 )

Income from continuing operations 230.4 126.3 0.2

Income from discontinued operations, net of taxes — — 0.1

Net income 251.3 230.4 126.3

Other comprehensive income (loss)

Other comprehensive income

Interest rate swaps ( 0.5 ) 36.7 4.5

Foreign currency translation and other 7.3 ( 19.8 ) 5.3

Income tax (provision) benefit ( 10.5 ) ( 1.5 ) 2.4

Comprehensive income (loss) $ 236.9 $ 134.5 $ ( 6.6 )

Net income per common share — Basic

Income from continuing operations $ 3.44 $ 1.87 $ 0.00

Income from discontinued operations — — —

Net income $ 3.44 $ 1.87 $ 0.00

Net income per common share — Diluted

Income from continuing operations $ 3.41 $ 1.86 $ 0.00

Income from discontinued operations — — —

Net income $ 3.41 $ 1.86 $ 0.00

Income tax provision 0.1 ( 10.5 ) ( 1.5 )

Comprehensive income $ 258.1 $ 236.9 $ 134.5

Net income per common share

Basic $ 3.81 $ 3.44 $ 1.87

Diluted 3.79 3.41 1.86

Weighted-average common and common equivalent shares outstanding

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compensation plans 0.6 — 0.6 — 0.6 —

Repurchase of common stock ( 2.3 ) — — — ( 0.2 ) —

Repurchase of common stock, including excise taxes

( 3.3 ) ( 0.1 ) ( 2.3 ) — — —

Balance, end of year 62.8 0.6 65.5 0.7 67.3 0.7

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Share-based compensation expense 30.5 30.5 33.5

Repurchase of common stock ( 97.5 ) — ( 5.1 )

Repurchase of common stock, including excise taxes

( 138.1 ) ( 97.5 ) —

Balance, end of year 558.9 675.5 750.9

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Balance, beginning of year ( 16.2 ) ( 22.5 ) ( 30.8 )

Other comprehensive income (loss) 6.3 8.2 ( 6.9 )

Other comprehensive income

Balance, end of year ( 9.2 ) ( 16.2 ) ( 22.5 )

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Net income $ 251.3 $ 230.4 $ 126.3

Income from discontinued operations, net of taxes — — ( 0.1 )

Income from continuing operations 230.4 126.3 0.2

Adjustments to reconcile income from continuing operations to net cash provided by

operating activities of continuing operations

Adjustments to reconcile net income to net cash provided

by operating activities

Depreciation and amortization 120.7 112.4 89.9

Impairment loss on goodwill and other intangibles — — 172.8

Impairment loss on fixed assets — — 9.1

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Share-based compensation expense 30.5 30.5 33.5

(Recovery of)/Provision for bad debt ( 7.7 ) 0.6 19.6

Provision for/(Recovery of) bad debt 3.0 ( 7.7 ) 0.6

Amortization of accumulated other comprehensive gain on interest rate swaps — ( 4.8 ) ( 6.4 )

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(Gain)/Loss on sale of assets ( 0.1 ) ( 0.8 ) 0.2

Reserves on other assets — — 17.6

Income from unconsolidated affiliates ( 3.9 ) ( 2.4 ) ( 2.1 )

Distributions from unconsolidated affiliates 1.9 1.9 1.9

Change in fair value of contingent consideration ( 45.6 ) — —

Changes in operating assets and liabilities, net of effects of acquisitions

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Total adjustments ( 8.0 ) ( 210.0 ) 188.0

Net cash provided by operating activities of continuing operations 20.4 314.3 457.4

Net cash provided by operating activities of discontinued operations — — 0.1

Net cash provided by operating activities 243.3 20.4 314.3

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Proceeds from sale of assets 2.9 6.0 4.4

Proceeds from redemption of auction rate security — — 5.0

Investments in equity securities ( 12.4 ) ( 2.1 ) —

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Taxes withheld from issuance of share-based compensation awards, net ( 10.5 ) ( 9.9 ) ( 8.1 )

Repurchases of common stock ( 97.5 ) — ( 5.1 )

Repurchases of common stock, including excise taxes ( 138.1 ) ( 97.5 ) —

Dividends paid ( 57.5 ) ( 51.9 ) ( 51.0 )

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Repayment of finance lease obligations ( 3.0 ) ( 1.9 ) ( 2.8 )

Net cash provided by (used in) financing activities 235.5 92.4 ( 94.1 )

Net cash (used in) provided by financing activities ( 186.3 ) 235.5 92.4

Effect of exchange rate changes on cash and cash equivalents 1.6 ( 4.2 ) 1.9

Net increase (decrease) in cash and cash equivalents 10.2 ( 331.4 ) 335.7

Net (decrease) increase in cash and cash equivalents ( 3.5 ) 10.2 ( 331.4 )

Cash and cash equivalents at beginning of year 73.0 62.8 394.2

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We account for ABM’s investments in unconsolidated affiliates under the equity method of accounting.

We include the results of acquired businesses in the Consolidated Statements of Comprehensive Income (Loss) from their respective acquisition dates.

We include the results of acquired businesses in the Consolidated Statements of Comprehensive Income from their respective acquisition dates.

All intercompany accounts and transactions have been eliminated in consolidation.

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Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding.

Reorganization of Our Business

Effective November 1, 2021, the Manufacturing & Distribution (“M&D”) industry group replaced our Technology and Manufacturing (“T&M”) industry group as part of our strategic transformation initiative ELEVATE .

M&D retained our large manufacturing clients from T&M and added clients in the distribution sector from our Business and Industry (“B&I”) group.

Technology clients with commercial real estate properties serviced by T&M shifted into B&I.

Additionally, we have modified the presentation of segment revenues as inter-segment revenues are now allocated at the segment level.

Our prior period segment data in Note 4 , “Revenues,” and Note 12 , “Segment Information,” have been reclassified to conform with our current period presentation.

These changes had no impact on our previously reported consolidated financial statements

Cash and Cash Equivalents

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As part of our cash management system, we use “zero balance” accounts to fund our disbursements.

Under this system, at the end of each day the bank balance is zero, while the book balance is usually a negative

amount due to reconciling items, such as outstanding checks.

Under this system, at the end of each day the bank balance is zero, while the book balance is usually a negative amount due to reconciling items, such as outstanding checks.

We report the changes in these book cash overdrafts as cash flows from financing activities.

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Other Investments

At October 31, 2022 and 2021, other investments primarily consisted of investments in unconsolidated affiliates.

At October 31, 2023 and 2022, other investments primarily consisted of preferred equity investments and investments in unconsolidated affiliates and were $ 28.8 million and $ 14.5 million, respectively.

We did not recognize any impairment charges on these investments in 2023, 2022, or 2021.

Preferred Equity investments

We own non-controlling interests (generally under 20 %) in entities that provide specialized services.

Our investments do not have readily determinable fair values;

therefore, we measure the investment at initial cost less impairment, if any.

Investments in Unconsolidated Affiliates

We own non-controlling interests (generally 20 % to 50 %) in certain affiliated entities that predominantly provide facility solutions to governmental and commercial clients, primarily in the United States and the Middle East.

We account for such investments under the equity method of accounting.

We have significant influence over such investments and account for them under the equity method of accounting.

We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.

An impairment loss is recognized to the extent that the estimated fair value of the investment is less than its carrying amount and we determine that the impairment is other than temporary.

At October 31, 2022, 2021, and 2020, our investments in unconsolidated affiliates were $ 11.5 million, $ 11.7 million, and $ 11.0 million, respectively.

We did not recognize any impairment charges on these investments in 2021, 2020, or 2019.

Property, Plant and Equipment

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Upon retirement or sale of an asset, we remove the cost and accumulated depreciation from our Consolidated Balance Sheets.

When applicable, we record corresponding gains or losses within the accompanying Consolidated Statements of Comprehensive Income (Loss).

We adopted ASU 2016-02, Leases (Topic 842), and all related amendments on November 1, 2019, on a modified retrospective basis.

When applicable, we record corresponding gains or losses within the accompanying Consolidated Statements of Comprehensive Income.

We account for our leases in accordance with ASU 2016-02, Leases (Topic 842).

Topic 842 requires lessees to recognize substantially all leases on their balance sheet as a right-of-use (“ROU”) asset and a lease liability.

We elected the practical expedient of not separating lease components from non-lease components for all asset classes.

We also made an accounting policy election to not record ROU assets or lease liabilities for leases with an initial term of 12 months or less and will recognize payments for such leases in our Consolidated Statements of Comprehensive Income (Loss) on a straight-line basis over the lease term.

We did not elect the use of hindsight for determining the reasonably certain lease term.

We made the accounting policy election to not recognize leases with an initial term of 12 months or less on the balance sheet and will expense payments for such leases on a straight-line basis over the lease term.

We also elected to not separate lease components from non-lease components.

We enter into various noncancelable l ease agreements for office space, parking facilities, warehouses, vehicles, and equipment used in the normal course of business.

We determine if an arrangement is a lease at inception and begin recording lease activity at the commencement date, which is generally the date in which we take possession of or control the physical use of the asset.

We determine if an arrangement is a lease at inception and begin recording lease activity at the commencement date.

ROU assets and lease liabilities are recognized based on the present value of lease payments over the lease term with lease expense recognized on a straight-line basis.

We use our incremental borrowing rate to determine the present value of future lease payments unless the implicit rate in a lease is readily determinable.

Our incremental borrowing rate is the rate of interest we would have to pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment.

This incremental borrowing rate is applied to the minimum lease payments within each lease agreement to determine the amounts of our ROU assets and lease liabilities.

The present value of future lease payments is determined using our incremental borrow rate (“IBR”) unless the implicit rate in the lease is readily determinable.

Our IBR is equal to our rate of interest adjusted for term differences.

This IBR is applied to the minimum lease payments within each lease agreement to determine the amounts of our ROU assets and lease liabilities.

Our lease terms range from one to 30 years.

Some leases include one or more options to renew, with renewal terms that can extend the lease term.

We typically include options to extend the lease in a lease term when it is reasonably certain that we will exercise that option and when doing so is at our sole discretion.

Some leases include options to renew or extend.

We typically include extension options in a lease term when it is reasonably certain that we will exercise that option and when doing so is at our sole discretion.

Certain equipment and vehicle leases may also include options to purchase the leased property.

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ROU assets include amounts for scheduled rent increases and are reduced by lease incentive amounts.

Certain of our lease agreements include variable rent payments, consisting primarily of rental payments adjusted periodically for inflation and amounts paid to the lessor based on cost or consumption, such as maintenance and utilities .

Certain of our lease agreements include variable rent payments consisting primarily of rental payments adjusted periodically for inflation, maintenance, and utilities .

These costs are expensed as incurred.

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We have elected to make the first day of our fourth quarter, August 1, the annual impairment assessment date for goodwill.

However, we could be required to evaluate the recoverability of goodwill more often if impairment indicators exist.

However, we could be required to evaluate the recoverability of goodwill

more often if impairment indicators exist.

Goodwill is tested for impairment at a “reporting unit” level by performing either a qualitative evaluation or a quantitative test.

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Other Noncurrent Assets

At October 31, 2022 and 2021, other noncurrent assets primarily consisted of long-term insurance recoverables, interest rate swap assets, ESPC receivables, capitalized commissions, insurance and other long-term deposits, and prepayments to carriers for future insurance claims.

At October 31, 2023 and 2022, other noncurrent assets primarily consisted of long-term insurance recoverables, interest rate swap assets, capitalized commissions, cloud computing arrangements, prepayments to carriers for future insurance claims, and insurance deposits.

Federal Energy Savings Performance Contract Receivables

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Other Accrued Liabilities

At October 31, 2022 and 2021, other accrued liabilities primarily consisted of employee benefits, contract liabilities (which include deferred revenue and progress billings in excess of costs), legal fees and settlements, unclaimed property, dividends payable, and ESPC liabilities.

At October 31, 2023 and 2022, other accrued liabilities primarily consisted of contract liabilities, employee benefits, ESPC liabilities, unclaimed property, legal fees and settlements, and dividends payable.

Other Noncurrent Liabilities

At October 31, 2022 and 2021, other noncurrent liabilities primarily consisted of contingent consideration liability, deferred compensation, ESPC liabilities, retirement plan liabilities, and long-term finance leases.

At October 31, 2023 and 2022, other noncurrent liabilities primarily consisted of deferred compensation, contingent consideration liability, long-term finance leases, and retirement plan liabilities.

Contracts with Customers

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At contract inception, we assess the services promised to our customers and identify a performance obligation for each promise to transfer to the customer a service, or a bundle of services, that is distinct.

the performance obligation, we consider all of our services promised in the contract, regardless of whether they are explicitly stated or are implied by customary business practices.

To identify the performance obligation, we consider all of our services promised in the contract, regardless of whether they are explicitly stated or are implied by customary business practices.

The majority of our contracts contain multiple promises that represent an integrated bundle of services comprised of activities that may vary over time;

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We measure progress toward satisfaction of the performance obligation as the services are provided, and revenue is recognized at the agreed-upon contractual amount over time, because the customer simultaneously receives and consumes the benefits of the services as they are performed.

Cost-plus arrangements are contracts in which the clients reimburse us for the agreed-upon amount of wages and benefits, payroll taxes, insurance charges, and other expenses associated with the contracted work,

plus a profit margin.

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Share-Based Compensation

Our current share-based awards principally consist of restricted stock units (“RSUs”) and various performance share awards.

Our current share-based awards principally consist of restricted stock units (“RSUs”) and performance share awards.

We recognize compensation costs associated with these awards in selling, general and administrative expenses.

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Basic net income per common share is net income divided by the weighted-average number of common shares outstanding during the period.

Diluted net income per common share is based on the weighted-average number of common shares outstanding during the period, adjusted to include the potential dilution from the conversion of RSUs, vesting of performance shares, and exercise of stock options.

Contingencies and Litigation

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We accrue for loss contingencies when losses become probable and are reasonably estimable.

If the reasonable estimate of the loss is a range and no amount within the range is a better

estimate, then the minimum amount of the range is recorded as a liability.

If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, then the minimum amount of the range is recorded as a liability.

We recognize legal costs as an expense in the period incurred.

We account for income taxes using the asset and liability method.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement

carrying amount of existing assets and liabilities and their respective tax bases.

We measure deferred tax assets and liabilities using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered.

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A valuation allowance is recorded to reduce the carrying amount of a deferred tax asset to its realizable value unless it is more likely than not that such asset will be realized.

We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense in our Consolidated Statements of Comprehensive Income (Loss).

We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense in our Consolidated Statements of Comprehensive Income.

Employee Retention Tax Credit

In 2020, the U.S.

government enacted the Coronavirus Aid, Relief and Security Act (the “CARES Act”) to provide certain relief as a result of the COVID-19 pandemic.

The CARES Act provides tax relief, along with other stimulus measures, including a provision for an Employee Retention Credit (“ERC”).

ERC is a refundable tax credit for employers who kept employees on their payroll during the COVID-19 pandemic.

During the year ended October 31, 2023, we received and recorded an employee retention credit totaling $ 24.0 million, within the “Selling, general and administrative expenses” on the unaudited Consolidated Statements of Comprehensive Income.

Recently Adopted Accounting Standards

In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2019-12, Simplifying the Accounting for Income Taxes (Topic 740) .

This accounting update simplifies the accounting for income taxes and clarifies and amends existing income tax guidance.

Impacted areas include intraperiod tax allocations, interim period taxes, deferred tax liabilities with outside basis differences, franchise taxes, and transactions that result in the “step-up” of goodwill.

We adopted this standard, effective November 1, 2021, on a prospective basis.

The adoption of this guidance did not have a material impact on our consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, Investments–Equity Securities (Topic 321), Investments–Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) .

This accounting update clarifies the interaction between the accounting for investments in equity securities under Topic 321, investments accounted for under the equity method under Topic 323, and certain derivatives instruments under Topic 815.

We adopted this standard, effective November 1, 2021, on a prospective basis.

The adoption of this guidance did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Standards

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting .

This ASU provides optional expedients to assist with the discontinuance of LIBOR.

This ASU provides optional expedients to assist with the discontinuance of London Interbank Offered Rate (“LIBOR”).

The expedients allow companies to ease the potential accounting burden when modifying contracts and hedging relationships that use LIBOR as a reference rate, if certain criteria are met.

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This ASU clarifies that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions under Topic 848.

Effective November 1, 2023, we applied available practical expedients under ASC 848 to account for modifications, changes in critical terms, and updates to the designated hedged risks as qualifying changes have been made to applicable debt and derivative contracts as if they were not substantial.

Effective November 1, 2022, we applied available practical expedients under Topic 848 to account for modifications, changes in critical terms, and updates to the designated hedged risks as qualifying changes have been made to applicable debt and derivative contracts as if they were not substantial.

Recently Issued 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 are currently evaluating the impact of implementing this guidance on our financial statements;

however, we do not expect adoption to have a material impact.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

This accounting update improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

This ASU requires disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker, and an amount for other segment items by reportable segment, with a description of its composition.

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

We are currently evaluating the impact of implementing this guidance on our financial statements;

however, we do not expect adoption to have a material impact.

We do not expect any other recently issued accounting pronouncements to have a material impact on our consolidated financial statements and related disclosures.

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The key assumptions used in our valuation were:

i) forecast of revenues and EBITDA margins, ii) the volatility associated with the EBITDA, iii) risk-adjusted discount rate applied to forecasted EBITDA, and (iv) the credit-adjusted discount rate related to the payment of the contingent consideration.

i) forecast of revenues and EBITDA margins;

ii) the volatility associated with the EBITDA;

iii) risk-adjusted discount rate applied to forecasted EBITDA;

and (iv) the credit-adjusted discount rate related to the payment of the contingent consideration.

A simulation of one million scenarios was performed with the assistance of a third-party valuation specialist, resulting in a fair value for the cumulative contingent consideration for calendar years 2023 through 2025 totaling $ 59.0 million.

Subsequent changes in the estimates of the fair value and the actual payment of the contingent consideration in calendar 2024, 2025, and 2026 will be reflected as adjustments to the related liability and recognized within “Operating Expenses” in the Consolidated Statements of Comprehensive Income (Loss).

Preliminary Acquisition Accounting

There were no material adjustments to the fair value of the contingent consideration from September 1, 2022 to October 31, 2022.

At October 31, 2023, the estimate of the fair value of the contingent consideration was $ 13.4 million.

Results of operations subsequent to the acquisition date and changes to management’s forecasts, as well as the accretion of the liability, resulted in a total decrease in fair value of $ 45.6 million.

This decrease is recognized within the “Selling, general and administrative expenses” of the Consolidated Statements of Comprehensive Income.

We do not expect the RavenVolt business to achieve the financial targets for calendar year 2023, and as such we do not expect contingent consideration to be payable in the next 12 months.

Final Acquisition Accounting

The assets acquired and liabilities assumed were recognized at their acquisition date fair values.

The acquisition accounting is subject to change as the Company obtains additional information during the measurement period about the facts and circumstances that existed as of the acquisition date.

The final acquisition accounting may include changes to intangible assets, deferred taxes, and deferred revenue within the measurement period not to exceed one year from the acquisition date.

Goodwill arising from the RavenVolt Acquisition is not deductible for tax reporting purposes.

The following table summarizes the preliminary acquisition accounting based on currently available information:

There were no material changes made to preliminary acquisition accounting.

The following table summarizes the final acquisition accounting:

(in millions)

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Net assets acquired $ 228.9

Goodwill is largely attributable to value we expect to obtain from long-term business growth, the established workforce, and buyer-specific synergies.

The Consolidated Statements of Comprehensive Income (Loss) for the three and twelve months ended October 31, 2022, include revenues attributable to RavenVolt of $ 14.7 million, and operating loss of $ 0.2 million.

The operations of RavenVolt are included in our Technical Solutions segment.

Acquisition of Momentum

Effective April 7, 2022, we acquired Maybin Support Services Limited, Momentum Support Limited (UK), and Momentum Property Support Services Limited (collectively “Momentum”), a leading independent provider of facility services, primarily janitorial, across the Republic of Ireland and Northern Ireland, for a purchase price of approximately $ 54.8 million.

The transaction met the definition of a business combination.

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, which is not deductible for income tax purposes.

At October 31, 2022, we recorded preliminary goodwill and intangibles of $ 41.6 million and $ 10.4 million, respectively.

facility services, primarily janitorial, across Ireland and Northern Ireland, for a purchase price of approximately $ 54.8 million.

We have completed the acquisition accounting, and recorded final goodwill and intangibles of $ 42.9 million and $ 10.4 million, respectively.

The total assets acquired, excluding goodwill and intangibles, and liabilities assumed amounted to $ 20.4 million and $ 18.9 million, respectively.

The acquisition accounting is subject to adjustments within the measurement period not to exceed one year from the acquisition date.

The Consolidated Statements of Comprehensive Income (Loss) for the three and twelve months ended October 31, 2022, include revenues attributable to Momentum of $ 17.6 million and $ 40.4 million, respectively, and operating profit of $ 1.0 million and $ 2.4 million, respectively.

Goodwill is not deductible for income tax purposes.

There were no material changes made to preliminary acquisition accounting.

Disposition of Assets

During 2022, we sold a group of customer contracts for healthcare technology management within our Technical Solutions segment for $ 8.5 million and recognized a gain of $ 7.6 million, which is included in “ Selling, general and administrative expenses ” in the accompanying Consolidated Statements of Comprehensive Income.

Acquisition of Able

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To fund the cash purchase price, we used cash on hand and borrowed $ 325.0 million on September 30, 2021, at an average interest rate of 1.58 % from our revolving line of credit.

Final Acquisition Accounting

The following table summarizes the preliminary acquisition accounting on the date of acquisition as previously reported at October 31, 2021, and the final acquisition accounting.

(in millions) Preliminary Acquisition Accounting Adjustments Final Acquisition Accounting

Cash and cash equivalents $ 31.5 $ — $ 31.5

Trade accounts receivable (1)

159.3 ( 1.4 ) 157.9

Other assets 24.9 ( 5.7 ) 19.2

Customer relationships (2)

220.0 — 220.0

Trade names (2)

554.0 20.2 574.2

Trade accounts payable ( 27.0 ) ( 7.6 ) ( 34.6 )

Accrued compensation ( 38.2 ) ( 2.4 ) ( 40.6 )

Insurance claims ( 91.6 ) 13.8 ( 77.8 )

Other liabilities ( 41.7 ) ( 17.0 ) ( 58.7 )

Deferred income tax liability, net ( 59.5 ) 6.0 ( 53.5 )

Net assets acquired $ 741.7 $ 5.9 $ 747.6

(1) The gross amount of trade accounts receivable was $ 160.3 million, of which $ 2.5 million was deemed uncollectible.

(2) The amortization periods for the acquired intangible assets are 15 years for customer relationships and 2 years for trade names.

(3) Goodwill is largely attributable to value we expect to obtain from long-term business growth, the established workforce, and buyer-specific synergies.

This goodwill is not deductible for income tax purposes.

Financial Information

The Consolidated Statements of Comprehensive Income (Loss) for the fiscal year ended October 31, 2021, includes $ 101.1 million of revenue and $ 4.4 million of net income attributable to the operations of Able since the acquisition date.

The operations of Able are primarily included in our B&I segment.

The following table presents our unaudited pro forma results for 2021 and 2020 as though the Able Acquisition occurred on November 1, 2019.

These results include adjustments for the estimated amortization of intangible assets, interest expense, and the income tax impact of the pro forma adjustments at the statutory rate of 28 %.

These unaudited pro forma results do not reflect the cost of integration activities or benefits from expected revenue enhancements and synergies.

Years Ended October 31,

(in millions) 2021 2020

Pro forma revenue $ 7,223.2 $ 7,078.2

Pro forma income (loss) from continuing operations (1)

139.1 ( 7.9 )

( 1) These results were adjusted to exclude $ 17.3 million of acquisition-related costs incurred during 2021, which are included in selling, general and administrative expenses in the accompanying Consolidated Statements of Comprehensive Income (Loss).

Disposition of Assets

Disaggregation of Revenues

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Balance at beginning of year $ 79.6

Acquisition additions (2)

Additional contract liabilities 335.9

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(1) Included in other accrued liabilities on the Consolidated Balance Sheets.

(2) Represents additions associated with the RavenVolt acquisition.

The components of lease assets and liabilities and their classification on our Consolidated Balance Sheets were as follows:

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(1) Finance lease assets are recorded net of accumulated amortization of $ 18.9 million and $ 16.9 million as of October 31, 2023 and October 31, 2022, respectively.

The components of lease costs and classification within the Consolidated Statements of Comprehensive Income (Loss) were as follows:

The components of lease costs and classification within the Consolidated Statements of Comprehensive Income were as follows:

Years Ended October 31,

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(in millions, except per share amounts) 2023 2022 2021

Income from continuing operations $ 230.4 $ 126.3 $ 0.2

Income from discontinued operations, net of taxes — — 0.1

Net income $ 251.3 $ 230.4 $ 126.3

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RSUs 0.2 0.2 0.3

Stock options — — 0.1

Performance shares 0.2 0.2 0.2

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shares outstanding — Diluted 66.3 67.5 68.0

Net income per common share — Basic

Income from continuing operations $ 3.44 $ 1.87 $ 0.00

Income from discontinued operations — — —

Net income $ 3.44 $ 1.87 $ 0.00

Net income per common share — Diluted

Income from continuing operations $ 3.41 $ 1.86 $ 0.00

Income from discontinued operations — — —

Net income $ 3.41 $ 1.86 $ 0.00

Net income per common share

Basic $ 3.81 $ 3.44 $ 1.87

Diluted $ 3.79 $ 3.41 $ 1.86

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

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Interest rate swap assets (5)

Interest rate swap liabilities (5)

Preferred equity investment (6)

Preferred equity investments (6)

Contingent consideration (7)

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(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 London Interbank Offered Rate (“LIBOR”) forward rates at the end of the period.

At October 31, 2022 and 2021, our interest rate swap assets and liabilities are included in “Other noncurrent assets” and “Other accrued liabilities,” respectively, on the accompanying Consolidated Balance Sheets.

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.

At October 31, 2023 and 2022, our interest rate swap assets and liabilities are included in “Other noncurrent assets” and “Other noncurrent liabilities,” respectively, on the accompanying Consolidated Balance Sheets.

See Note 11, “Debt,” for further information.

(6) We purchased $ 3.0 million in a preferred equity investment of a privately held company during the first quarter of 2022, which we include in “Other investments” on the accompanying Consolidated Balance Sheet.

Our investment does not have a readily determinable fair value;

therefore, we account for the investment using the measurement alternative under Topic 321 and measure the investment at initial cost less impairment, if any.

(7) At October 31, 2022, our contingent consideration payable related to RavenVolt acquisition is recorded at fair value as a liability on the acquisition date and is remeasured at each reporting date, based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.

(6) We purchased $ 12.4 million in a preferred equity investment and preferred stock warrants of a privately held company that specializes in the development of electric vehicle charging stations and related software during the year ended October 31, 2023, which we include within “Other investments” on the accompanying Consolidated Balance Sheet.

Our total investments in preferred equity securities amounted to $ 15.4 million at October 31, 2023.

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 less impairment, if any.

(7) At October 31, 2023, our contingent consideration payable related to the RavenVolt Acquisition is recorded at fair value as a liability on the acquisition date and is remeasured at each reporting date, based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.

At September 1, 2022, we recorded the contingent consideration at fair value of $ 59.0 million.

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 “Operating expenses” of the consolidated statements of comprehensive income (loss).

There was no change in the fair value of the contingent consideration payable between September 1, 2022 and October 31, 2022.

These changes in fair value are recognized within “Selling, general and administrative expenses” of the Consolidated Statements of Comprehensive Income.

See Note 3, “Acquisitions,” for further information.

There were no transfers to or from Level 3 financial assets or liabilities during 2023 and 2022.

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If an impairment were to occur, the asset would be recorded at the estimated fair value, using primarily unobservable Level 3 inputs.

In connection with the reorganization of our T&M segment as discussed in Note 2, “Basis of Presentation and Significant Accounting Policies ,” we reallocated $ 95.0 million of goodwill from our B&I segment to our M&D segment using a relative fair value approach.

During the first quarter of 2022, we performed a reorganization of our T&M segment, and reallocated $ 95.0 million of goodwill from our B&I segment to our M&D segment using a relative fair value approach.

M&D’s goodwill balance was $ 502.2 million after the reorganization, which includes $ 407.2 million of previously recorded goodwill from our T&M segment.

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The Company determined that certain components that were previously developed would no longer be implemented.

The impairment charge reduced the carrying value to zero for those components and is recorded in “Selling, general and administrative expenses” on our Consolidated Statements of Comprehensive Income (Loss) for the year ended October 31, 2021.

PROPERTY, PLANT AND EQUIPMENT

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Balance at October 31, 2021 $ 1,129.8 $ 407.2 $ 459.3 $ 69.9 $ 162.7 2,228.9

Acquisition 554.0 — — — — —

61.7 — — — 207.5 269.2

Foreign currency translation

( 8.7 ) — — ( 1.1 ) ( 2.7 ) ( 12.6 )

Reallocation (1)

( 95.0 ) 95.0 — — — —

Balance at October 31, 2022 $ 1,087.8 $ 502.2 $ 459.3 $ 68.7 $ 367.4 $ 2,485.6

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1.3 — — — ( 0.1 ) 1.1

Reallocation (2)

( 95.0 ) 95.0 — — — —

Foreign currency translation 3.6 — — 0.3 0.8 4.7

Balance at October 31, 2023 $ 1,092.9 $ 502.2 $ 459.3 $ 69.0 $ 368.0 $ 2,491.3

(1) During 2022, goodwill increased primarily as a result of the RavenVolt and Momentum acquisitions.

(1) In connection with the reorganization of our T&M segment in the first quarter of 2022, we reallocated $ 95.0 million of goodwill from our B&I segment to our M&D segment using a relative fair value approach.

(2) During 2023, represents final acquisition accounting adjustments to goodwill from RavenVolt and Momentum acquisitions.

See Note 3, “Acquisitions and Dispositions,” for additional information.

(2) In connection with the reorganization of our T&M segment in Q1 2022 we reallocated $ 95.0 million of goodwill from our B&I segment to our M&D segment using a relative fair value approach.

We did not record goodwill impairment charges during fiscal years 2023 and 2022.

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$ 741.2 $ ( 438.3 ) $ 302.9 $ 838.4 $ ( 459.8 ) $ 378.5

(1) Additions reflect the Momentum and RavenVolt acquisitions in 2022.

See Note 3, “Acquisitions and Dispositions,” for additional information.

(1) These intangible assets are being amortized over the expected period of benefit, with a weighted average life of approximately 11 years.

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$ 54.4 $ 47.4 $ 41.3 $ 35.9 $ 30.9

(1) These amounts could vary as acquisitions of additional intangible assets occur in the future and as purchase price allocations are finalized for existing acquisitions.

(1) These amounts could vary as acquisitions of additional intangible assets occur in the future and as acquisition accounting is finalized for existing acquisitions.

The estimates of future cash flows used in determining the fair value of goodwill and other intangible assets involve significant management judgment and are based upon assumptions about expected future operating performance, economic conditions, market conditions, and cost of capital.

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For the majority of these insurance programs, we retain the initial $ 1.0 million to $ 1.5 million of exposure on a per-occurrence basis, either through deductibles or self-insured retentions.

Beginning November 1, 2023, retentions will range between $ 1.0 million and $ 5.0 million of exposure on a per-occurrence basis.

Beyond the retained exposures, we have varying primary policy limits ranging between $ 1.0 million and $ 5.0 million per occurrence.

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Insurance claim reserves, excluding medical and dental $ 555.0 $ 551.0

Medical and dental claim reserves 8.1 9.9

Medical and dental claim reserves and other

Insurance recoverables 67.1 71.0

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(1) During 2021, insurance reserves increased as a result of the Able Acquisition.

See Note 3, “Acquisitions and Dispositions,” for additional information.

(2) Includes reserves related to discontinued operations of approximately $ 0.1 million for 2023, $ 0.2 million for 2022, and $ 0.3 million for 2021.

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Standby letters of credit $ 53.5 $ 153.7

Surety bonds 73.2 83.8

Surety bonds and surety-backed letters of credit 178.0 73.2

Restricted insurance deposits 3.1 0.9

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(2) At October 31, 2023, we had borrowing capacity of $ 483.0 million.

At October 31, 2022, the weighted average interest rate on our outstanding borrowings was 4.97 %.

On September 1, 2017, we refinanced and replaced our then-existing $ 800.0 million credit facility with a new senior, secured five-year syndicated credit facility, consisting of a $ 900.0 million revolving line of credit and an $ 800.0 million amortizing term loan, both of which are scheduled to mature on September 1, 2022.

At October 31, 2023, and October 31, 2022, the weighted average interest rate on our outstanding borrowings, not including letters of credit and swaps, was 7.17 %.and 4.97 %, respectively.

In accordance with the terms of the Credit Facility, the revolving line of credit was reduced to $ 800.0 million on September 1, 2018.

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Additionally, we may repay amounts borrowed under the Amended Credit Facility at any time without penalty.

The term loan and U.S.-dollar-denominated borrowings under the revolver bear interest at a rate equal to one-month LIBOR plus a spread based upon our leverage ratio.

Euro- and sterling-denominated borrowings under the revolver bear at a rate equal to the EURIBOR and the SONIA reference rates, respectively, plus a spread that is based upon our leverage ratio.

The spread ranges from 1.375 % to 2.250 % for Eurocurrency loans and 0.375 % to 1.250 % for base rate loans.

We also pay a commitment fee, based on our leverage ratio and payable quarterly in arrears, ranging from 0.20 % to 0.40 % on the average daily unused portion of the line of credit.

For purposes of this calculation, irrevocable standby letters of credit, which are issued primarily in conjunction with our insurance programs, and cash borrowings are included as outstanding under the line of credit.

On November 1, 2022, we amended our Amended Credit Facility to replace the benchmark rate at which U.S.-dollar-denominated borrowings bear interest from LIBOR to the forward-looking SOFR term rate administered by CME Group Benchmark Administration Limited (“Term SOFR”).

As a result of these amendments, we can borrow at Term SOFR plus a credit spread adjustment of 0.10 % subject to a floor of zero , see Note 18, “Subsequent Events.”

At November 1, 2022, we amended our Amended Credit Facility pursuant to the LIBOR Transition Amendment and the Fifth Amendment to replace the benchmark rate at which U.S.-dollar-denominated borrowings bear interest from LIBOR to the forward-looking Secured Overnight Financing Rate (“SOFR”) term rate administered by CME Group Benchmark Administration Limited.

As a result of these amendments, we can borrow at Term SOFR plus a credit spread adjustment of 0.10 % subject to a floor of zero .

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.

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the occurrence of certain material judgments;

and a change in control of the Company.

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 Amended Credit Facility, declare all amounts outstanding (including all accrued interest and unpaid fees) to be immediately due and payable, and require that we cash collateralize the outstanding standby letters of credit.

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Total deferred financing costs of $ 12.6 million, consisting of $ 4.9 million related to the term loan and $ 7.7 million related to the revolver, are being amortized to interest expense over the term of the Amended Credit Facility.

On March 1, 2022, we entered into a new uncommitted receivable repurchase facility (the “Receivables Facility”) of up to $ 150 million, which expires on February 28, 2023.

The Receivables Facility allows the Company to sell a portfolio of available and eligible outstanding U.S.

trade accounts receivable to a participating institution and simultaneously agree to repurchase them generally on a monthly basis.

Under this arrangement, we make floating rate interest payments equal to the forward-looking term rate based on Secured Overnight Financing Rate (“SOFR”) plus 1.05 %.

These interest payments are payable monthly in arrears.

The repurchase price of the receivables in the facility is the original face value.

Outstanding receivables must be repurchased on a date agreed upon by both the buyer and seller, generally on a monthly basis, and on the termination date of the repurchase facility.

This facility is considered a secured borrowing and provides the buyer with customary rights of termination upon the occurrence of certain events of default.

We have guaranteed all of the sellers’ obligations under the facility.

We account for the sale of receivables under the Receivables Facility as short-term debt and continue to carry the receivables on the Consolidated Balance Sheets, primarily as a result of the requirement to repurchase receivables sold.

As of October 31, 2022, there were $ 150.0 million in borrowings on receivables pledged as collateral under the Receivables Facility.

On March 1, 2022, we entered into an uncommitted receivable repurchase facility (the “Receivables Facility”) of up to $ 150 million, which expired on March 30, 2023.

We accounted for the sale of receivables under the Receivables Facility as short-term debt and carried the receivables on the Consolidated Balance Sheets, primarily as a result of the requirement to repurchase receivables sold.

Long-Term Loan Maturities

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Interest Rate Swaps

We enter into interest rate swaps to manage the interest rate risk associated with our floating-rate, LIBOR-based borrowings.

Under these arrangements, we typically pay a fixed interest rate in exchange for LIBOR-based variable interest throughout the life of the agreement.

We enter into interest rate swaps to manage the interest rate risk associated with our floating-rate, SOFR-based borrowings.

Under these arrangements, we typically pay a fixed interest rate in exchange for SOFR-based variable interest throughout the life of the agreement.

We initially report the mark-to-market gain or loss on a derivative as a component of AOCL and subsequently reclassify the gain or loss into earnings when the hedged transactions occur and affect earnings.

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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 $ 250.0 million in April 2024, $ 175.0 million in October 2024, and $ 100.0 million in October 2025 before maturing on June 28, 2026.

At October 31, 2022 and 2021, amounts recorded in AOCL for interest rate swaps were a gain of $ 26.8 million, net of taxes of $ 10.1 million, and a loss of $ 0.2 million, net of taxes of $ 0.3 million, respectively.

These amounts included the gain associated with the interest rate swaps we terminated in 2018, which is being amortized to interest expense as interest payments are made over the original term of our Credit Facility.

During 2022, we amortized $ 3.5 million, net of taxes of $ 1.3 million, of that gain and we amortized $ 4.7 million, net of taxes of $ 1.7 million, during 2021.

At October 31, 2023 and 2022, amounts recorded in AOCL for interest rate swaps were a gain of $ 26.0 million, net of taxes of $ 10.5 million, and a gain of $ 26.8 million, net of taxes of $ 10.1 million, respectively.

In 2022, these amounts included the gain associated with the interest rate swaps we terminated in 2018, which was amortized to interest expense as interest payments were made over the original term of our Credit Facility.

During 2022, we amortized $ 3.5 million, net of taxes of $ 1.3 million, of that gain.

At October 31, 2023, the total amount expected to be reclassified from AOCL to earnings during the next 12 months was $ 9.8 million, net of a taxes of $ 3.8 million.

At November 1, 2022, we amended our Amended Credit Facility to replace LIBOR with Term SOFR and transitioned our interest rate swaps to a SOFR-based rate.

We also entered into a new interest rate swap agreement with a notional value of $ 170.0 million, a fixed interest rate of 3.81 %, and a maturity date of June 28, 2026, see Not e 18 , “Subsequent Events.”

EMPLOYEE BENEFIT PLANS

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Fair value of assets 5.8 6.2

(1) At October 31, 2022 and 2021, total projected benefit obligations related to unfunded plans were $ 12.2 million and $ 8.2 million, respectively.

At October 31, 2022, assets of the Plans were invested 31 % in equities and 69 % in fixed income.

(1) At October 31, 2023 and 2022, total projected benefit obligations related to unfunded and underfunded plans were $ 11.9 million and $ 12.2 million, respectively.

At October 31, 2023, assets of the Plans were fully invested in fixed income.

The expected return on assets was $ 0.2 million in 2023, $ 0.4 million in 2022, and $ 0.3 million in 2021.

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We maintain deferred compensation plans that permit eligible employees and directors to defer a portion of their compensation.

At October 31, 2022 and 2021, the total liability of all deferred compensation was $ 27.5 million and $ 32.1 million, respectively (including $ 14.2 million and $ 18.0 million assumed from the Able Acquisition, respectively), and these amounts are included in “Other accrued liabilities” and “Other noncurrent liabilities” on the accompanying Consolidated Balance Sheets.

At October 31, 2023 and 2022, the total liability of all deferred compensation was $ 27.0 million and $ 27.5 million, respectively, and these amounts are included in “Other accrued liabilities” and “Other noncurrent liabilities” on the accompanying Consolidated Balance Sheets.

Under one of our deferred compensation plans, a Rabbi trust was created to fund the obligations, and we are required to contribute a portion of the deferred compensation contributions for eligible participants.

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Defined Contribution Plans

We sponsor four defined contribution plans covering certain employees that are subject to the applicable provisions of the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code (“IRC”).

We sponsor two defined contribution plans covering certain employees that are subject to the applicable provisions of the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code (“IRC”).

Certain plans permit a company match of a portion of the participant’s contributions or a discretionary contribution after the participant has met the eligibility requirements set forth in the plan.

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Implemented 2023 2022 2021

Building Service 32BJ Pension Fund 13-1879376 / 001

Red 6/30/2020

Implemented $ 22.7 $ 18.8 $ 16.8 No 12/31/2023 – 8/31/2025

National Industry Pension Fund 52-6148540 /

Red 12/31/2020

Implemented 17.6 10.9 11.1 Yes 10/31/2023 – 7/31/2025

IUOE Stationary Engineers Local 39 Pension Plan 94-6118939 /

Green 12/31/2020

Building Service 32BJ Pension Fund 13-1879376 / 001 Yellow 6/30/2022 Yellow 6/30/2021 Implemented $ 21.4 $ 22.7 $ 18.8 No 12/15/2023 - 12/31/2027

S.E.I.U National Industry Pension Fund 52-6148540 / 001 Red 12/31/2022 Red 12/31/2021 Implemented 19.3 17.6 10.9 Yes 6/30/2024 - 7/31/2025

Central Pension Fund of the IUOE & Participating Employers 36-6052390 / 001 Green 1/31/2023 Green 1/31/2022 N/A*

13.0 12.8 5.3 N/A* 12/23/2023 - 6/30/2026

SEIU Local 1 & Participating Employers Pension Trust 36-6486542 /

Green 9/30/2020

SEIU Local 1 & Participating Employers Pension Trust 36-6486542 / 001 Green 9/30/2022 Green 9/30/2021 N/A*

4.8 5.8 3.9 N/A* 11/30/2023 - 5/31/2026

Central Pension Fund of the IUOE & Participating Employers 36-6052390 /

IUOE Stationary Engineers Local 39 Pension Plan 94-6118939 / 001 Green 12/31/2022 Green 12/31/2021 N/A*

4.6 4.4 6.6 N/A* 11/30/2026 - 12/31/2029

Western Conference of Teamsters Pension Plan 91-6145047 /

Western Conference of Teamsters Pension Plan 91-6145047 / 001 Green 12/31/2022 Green 12/31/2021 N/A*

2.4 2.2 2.0 N/A* 11/30/2026 - 12/31/2029

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Building Service Pension Plan* 4/30/2022, 4/30/2021, and 4/30/2020

Central Pension Fund of the IUOE & Participating Employers 1/31/2023

Contract Cleaners Service Employees' Pension Plan* 12/31/2022, 12/31/2021, and 12/31/2020

IUOE Stationary Engineers Local 39 Pension Plan 12/31/2022, 12/31/2021, and 12/30/2020

Local 210's Pension Plan* 12/31/2022, 12/31/2021, and 12/31/2020

Local 670 Pension Plan* 12/31/2022

Massachusetts Service Employees Pension Plan* 12/31/2022, 12/31/2021, and 12/31/2020

S.E.I.U National Industry Pension Fund 12/31/2022, 12/31/2021, and 12/31/2020

SEIU Local 1 & Participating Employers Pension Trust 9/30/2022, 9/30/2021, and 9/30/2020

National Industry Pension Fund 12/31/2021, 12/31/2020, and 12/31/2019

Service Employees International Union Local 1 Cleveland Pension Plan* 12/31/2022, 12/31/2021, and 12/31/2020

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Teamsters Local 617 Pension Fund* 2/28/2022, 2/28/2021, and 2/29/2020

Teamsters Local Union No.

727 Pension Plan* 2/28/2021, 2/29/2020, and 2/28/2019

Teamsters Local 210 Pension Fund, Local 210 Annuity Fund 12/31/2021, 12/31/2020, and 12/31/2019

Local 74 Welfare Fund* 12/31/2022, 12/31/2021, and 12/31/2020

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However, since we are unable to separate contribution amounts to postretirement benefit plans from contribution amounts paid to benefit active employees, we categorize all such amounts as contributions to postretirement benefit plans.

During 2022, 2021, and 2020, our contributions to such plans wer e $ 426.6 million , $ 270.8 million, and $ 264.8 million, respectively.

There have been no significant changes that affect the comparability of total contributions for any of the periods presented.

During 2023, 2022, and 2021, our contributions to such plans were $ 441.8 million, $ 426.6 million, and $ 270.8 million, respectively.

There have been no significant changes that affect the comparability of total contributions for any of the periods presented,except for the additions associated with the Able acquisition in 2022.

COMMITMENTS AND CONTINGENCIES

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We use letters of credit and surety bonds to secure certain commitments related to insurance programs and for other purposes.

As of October 31, 2022, these letters of credit and surety bonds totaled $ 158.3 million and $ 618.6 million, respectively.

As of October 31, 2023, these letters of credit totaled $ 58.2 million, and surety bonds and surety-backed letters of credit totaled $ 776.2 million, respectively.

In some instances, we offer clients guaranteed energy savings under certain energy savings contracts.

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Some of these actions may be brought as class actions on behalf of a class or purported class of employees.

At October 31, 2022, the total amount accrued for probable litigation losses where a reasonable estimate of the loss could be made was $ 29.7 million, including probable litigation losses of $ 19.2 million related to the Able Acquisition as described in Note 3, “Acquisition and Dispositions.” We do not accrue for contingent losses that, in our judgment, are considered to be reasonably possible but not probable.

At October 31, 2023, the total amount accrued for probable litigation losses where a reasonable estimate of the loss could be made was $ 13.9 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 reasonably possible losses for which a reasonable estimate of the loss can be made is between zero and $ 3 million, including $ 1.0 million related to the Able Acquisition as described in Note 3, “Acquisition and Dispositions.” Factors underlying this estimated range of loss may change from time to time, and actual results may vary significantly from this estimate.

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 $ 5.7 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.

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

Certain Legal Proceedings

In determining whether to include any particular lawsuit or other proceeding in our disclosure below, we consider both quantitative and qualitative factors.

These factors include, but are not limited to:

the amount of damages and the nature of any other relief sought in the proceeding;

if such damages and other relief are specified, our view of the merits of the claims;

whether the action is or purports to be a class action, and our view of the likelihood that a class will be certified by the court;

the jurisdiction in which the proceeding is pending;

and the potential impact of the proceeding on our reputation.

The Consolidated Cases of Bucio and Martinez v.

ABM Janitorial Services filed on April 7, 2006, pending in the Superior Court of California, County of San Francisco (the “Bucio case”)

The Bucio case was a class action lawsuit pending in San Francisco Superior Court that alleged we failed to provide legally required meal periods and make additional premium payments for such meal periods, pay split shift premiums when owed, and reimburse janitors for travel expenses.

There is also a claim for penalties under the California Labor Code Private Attorneys General Act (“PAGA”).On April 19, 2011, the trial court held a hearing on plaintiffs’ motion to certify the class.

At the conclusion of that hearing, the trial court denied plaintiffs’ motion to certify the class.

On May 11, 2011, the plaintiffs filed a motion to reconsider, which was denied.

The plaintiffs appealed the class certification issues.

The trial court stayed the underlying lawsuit pending the decision in the appeal.

The Court of Appeal of the State of California, First Appellate District (the “Court of Appeal”), heard oral arguments on November 7, 2017.

On December 11, 2017, the Court of Appeal reversed the trial court’s order denying class certification and remanded the matter for certification of a meal period, travel expense reimbursement, and split shift class.

The case was remitted to the trial court for further proceedings on class certification, discovery, dispositive motions, and trial.

On September 20, 2018, the trial court entered an order defining four certified subclasses of janitors who were employed by the legacy ABM janitorial companies in California at any time between April 7, 2002, and April 30, 2013, on claims based on alleged previous automatic deduction practices for meal breaks, unpaid meal premiums, unpaid split shift premiums, and unreimbursed business expenses, such as mileage reimbursement for use of personal vehicles to travel between worksites.

On February 1, 2019, the trial court held that the discovery related to PAGA claims allegedly arising after April 30, 2013, would be stayed until after the class and PAGA claims accruing prior to April 30, 2013, had been tried.

The parties engaged in mediation in July 2019, which did not result in settlement of the case.

On October 17, 2019, the plaintiffs filed a motion asking the trial court to certify additional classes based on an alleged failure to maintain time records, an alleged failure to provide accurate wage statements, and an alleged practice of combining meal and rest breaks.

The trial court denied the plaintiffs’ motion to certify additional classes on December 26, 2019.

The case was reassigned to a new judge on January 6, 2020.

ABM filed motions for summary adjudication as to certain of plaintiffs’ class claims, and the trial court denied those motions in November 2020.

The parties engaged in another mediation in January 2021, which did not result in a settlement of the case.

Plaintiffs filed motions for summary adjudication and/or summary judgment on some claims in December 2020.

In February and March 2021, the parties engaged in expert discovery that provided detailed information regarding the plaintiffs’ damage calculations on the class claims.

On February 25, 2021, the California Supreme Court issued an opinion in Donohue v.

AMN Services , which addresses the standard for adjudicating meal period claims under California law and we believe is supportive of ABM’s legal position in the Bucio case.

On May 5, 2021, the trial court denied all of the plaintiffs’ December 2020 motions for summary adjudication and/or summary judgment, and the case was assigned to a new judge.

On May 5, 2021, the trial court ordered the parties to attend a mandatory settlement conference before a separate judge on June 11, 2021.

The trial date was scheduled for July 12, 2021.

On July 7, 2021, the Company entered into a class action settlement and release agreement to settle the Bucio case for $ 140 million and to obtain a release of the certified class claims that were asserted in the Bucio case.

The settlement also resolved the PAGA claim.

The release of the certified class claims covers the time period from April 7, 2002, through April 30, 2013.

The release of the PAGA claim covers the time period from November 15,

2005, through July 18, 2021.

Final approval of the class settlement, approval of Plaintiffs’ counsels’ request for attorneys’ fees, and judgment was entered by the court on April 7, 2022.

On April 20, 2022, we paid to a third-party settlement administrator $ 143.8 million for the Bucio settlement, of which $ 142.9 million was previously recorded within other current liabilities, and recorded $ 0.9 million of related expense in “Selling, general and administrative expenses” in our Consolidated Statements of Comprehensive Income (Loss) for the year ended October 31, 2022.

We recorded $ 142.9 million of related expense in “Selling, general and administrative expenses” in our Consolidated Statements of Comprehensive Income (Loss) during the year ended October 31, 2021.

On April 29, 2022, employees who are a part of the settlement were mailed payments by the third-party settlement administrator based on the number of pay periods they worked.

In addition, a payment to California’s Labor Workforce and Development Agency to resolve the PAGA claims was sent on April 29, 2022.

PREFERRED AND COMMON STOCK

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Effective December 18, 2019, our Board of Directors replaced our then-existing share repurchase program with a new share repurchase program under which we may repurchase up to $ 150.0 million of our common stock.

These purchases 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.

Effective December 9, 2022, and December 13, 2023, our Board of Directors expanded the Share Repurchase Program by $ 150.0 millionand $ 150.0 million, respectively.

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.

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Repurchase Activity

We repurchased shares under the Share Repurchase Program during 2022, as summarized below.

We repurchased shares under the share repurchase program during the year ended October 31, 2023, as summarized below.

At October 31, 2023, authorization for $ 60.3 million of repurchases remained under the Share Repurchase Program.

Effective December 9, 2022, our Board of Directors expanded the Share Repurchase Program by an additional $ 150.0 million.

There were no share repurchases during 2021.

Years Ended October 31,

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Total number of shares purchased 3.3 2.3

Average price paid per share $ 42.15 N/A

Average price paid per share (1)

$ 41.06 $ 42.15

Total cash paid for share repurchases (1)

$ 137.1 $ 97.5

(1) Average price paid per share and total cash paid for share repurchases does not include any excise tax for stock repurchases as part of the Inflation Reduction Act of 2022.

SHARE-BASED COMPENSATION PLANS

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On March 24, 2021, our stockholders approved the 2021 Equity and Incentive Compensation Plan (the “2021 Equity Plan”).

The 2021 Equity Plan is an omnibus plan that provides for a variety of equity and equity-based award vehicles, including stock options, stock appreciation rights, RSUs, performance shares, and other share-

based awards.

Shares subject to awards that terminate without vesting or exercise are available for future awards under the 2021 Equity Plan.

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RSUs granted to eligible employees prior to 2020 generally vest with respect to 50 % of the underlying award on the second and fourth anniversary of the award.

Upon the retirement of certain executive employees at age 60 with a minimum of 10 years of service to the Company, pursuant to the terms of their respective employment agreements, RSUs granted to such executive employees that were granted at least one year prior to termination by reason of retirement will continue to be eligible for vesting, exercise, and settlement, as applicable, on the originally scheduled vesting date.

RSUs granted to non-employee directors vest on the first anniversary date of the grant date.

In general, the receipt of RSUs is subject to the Grantee’s continuing employment or service as a director.

In general, the receipt of RSUs is subject to the grantee’s continuing employment or service as a non-employee director.

RSUs are credited with dividend equivalent rights that are converted to RSUs at the fair market value of our common stock on the dates the dividend payments are made and are subject to the same terms and conditions as the underlying award.

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( 0.4 ) 38.80

Forfeited ( 0.1 ) 40.04

( 0.1 ) 42.71

Outstanding at October 31, 2023 1.0 $ 41.09

At October 31, 2023, total unrecognized compensation cost, net of estimated forfeitures, related to RSUs was $ 19.5 million, which is expected to be recognized ratably over a weighted-average vesting period of 2.0 years.

In 2022, 2021, and 2020, the weighted-average grant date fair value per share of awards granted was $ 41.63 ,

$ 40.22 , and $ 36.11 , respectively.

In 2023, 2022, and 2021, the weighted-average grant date fair value per share of awards granted was $ 44.37 , $ 41.63 , and $ 40.22 , respectively.

In 2023, 2022, and 2021, the total grant date fair value of RSUs vested and converted to shares of ABM common stock was $ 17.1 million, $ 16.4 million, and $ 16.9 million, respectively.

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Aggregate purchases $ 3.4 $ 3.4 $ 3.3

Geographic Sources of Income from Continuing Operations Before Income Taxes

Geographic Sources of Income Before Income Taxes

Years Ended October 31,

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Foreign 36.8 31.5 27.0

Income from continuing operations before income taxes $ 310.0 $ 179.8 $ 53.3

Components of Income Tax (Provision) Benefit

Income before income taxes

$ 331.1 $ 310.0 $ 179.8

Components of Income Tax Provision

Years Ended October 31,

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Energy efficiency incentives ( 0.1 ) ( 0.3 ) ( 0.7 )

Impact from goodwill impairment — — 81.7

Nondeductible expenses 1.7 2.9 4.4

Nondeductible executive compensation

Nontaxable RavenVolt contingent consideration

Other nondeductible expenses 0.6 0.3 2.3

Other, net ( 1.0 ) 0.2 1.2

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During 2023 and 2022, we had effective tax rates of 24.1 % and 25.7 %, respectively, resulting in a provision for tax of $ 79.7 million and $ 79.6 million, respectively.

Our effective tax rate for 2023 was impacted by a $ 12.8 million benefit related to the non-taxable change in the fair value of the contingent consideration related to the RavenVolt Acquisition, a $ 2.2 million benefit for share-based compensation;

and a $ 1.5 million benefit for return to provision adjustment primarily related to state and local deferred income taxes;

partially offset by a $ 4.8 million expense related to non-deductible executive compensation.

Our effective tax rate for 2022 was impacted by the following items:

a $ 8.1 million benefit for uncertain tax positions with expiring statutes;

an $ 8.1 million benefit for uncertain tax positions with expiring statutes;

a $ 1.4 million benefit for share-based compensation;

and a $ 1.3 million provision for true-ups.

Our effective tax rate for 2021 was also impacted by the following items:

a $ 3.0 million provision for nondeductible transaction costs;

a $ 2.6 million provision for change in tax reserves;

a $ 1.4 million provision for true-ups;

and a $ 1.2 million benefit for energy efficiency incentives.

In response to the pandemic, Congress enacted the CARES Act in March 2020.

The CARES Act provides various tax provisions, including payroll tax provisions.

Through December 31, 2020, we deferred approximately $ 132 million of payroll tax.

and a $ 1.3 million return to provision adjustments.

Under various payroll tax provisions included in the CARES Act, through December 31, 2020, we deferred approximately $ 132 million of payroll tax.

The deferred payroll tax has been remitted in full:

$ 66 million was paid in December 2021 and the remaining $ 66 million was paid in December 2022.

$ 66 million was paid in

December 2021 and the remaining $ 66 million was paid in December 2022.

The CARES Act did not have a material impact on our income tax provision.

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Other accruals 4.3 4.8

Other comprehensive income — 1.3

State taxes 1.5 1.2

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At October 31, 2023 and 2022, accrued interest and penalties were $ 1.4 million and $ 0.7 million, respectively.

For interest and penalties, we recognized a $ 0.9 million benefit, a $ 0.1 million expense, and a $ 0.4 million benefit in 2022, 2021, and 2020, respectively.

For interest and penalties, we recognized a $ 0.7 million expense, a $ 0.9 million benefit, and a $ 0.1 million expense in 2023, 2022, and 2021, respectively.

Reconciliation of Total Unrecognized Tax Benefits

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Generally, for the majority of state and foreign jurisdictions where we do business, periods prior to fiscal 2020 are no longer subject to examination.

We are currently being examined by the tax authorities of California, New York City, Montana, and Massachusetts.

We are currently being examined by the tax authorities of California, New York City, Montana, Massachusetts, and Oregon.

SEGMENT AND GEOGRAPHIC INFORMATION

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Our current reportable segments consist of B&I, M&D, Education, Aviation, and Technical Solutions, as further described below.

The recently acquired Momentum is integrated within our B&I reportable segment, and RavenVolt is positioned within Technical Solutions.

REPORTABLE SEGMENTS AND DESCRIPTIONS

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Technical Solutions 674.2 626.8 529.8

Government Services — — —

$ 8,096.4 $ 7,806.6 $ 6,228.6

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Manufacturing & Distribution 161.7 161.8 155.5

Education (1)

49.7 47.1 61.5

29.3 32.1 ( 60.1 )

Aviation 60.0 29.3 32.1

Technical Solutions (1)

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Interest expense ( 82.3 ) ( 41.1 ) ( 28.6 )

Income from continuing operations before income taxes $ 310.0 $ 179.8 $ 53.3

Income before income taxes $ 331.1 $ 310.0 $ 179.8

Depreciation and amortization

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$ 120.7 $ 112.4 $ 89.9

(1) Reflects impairment charges totaling $ 99.3 million on goodwill during the year ended October 31, 2020.

(2) Reflects impairment charges totaling $ 61.1 million on goodwill and intangible assets during the year ended October 31, 2020.

(3) Reflects impairment charges totaling $ 12.4 million on goodwill and intangible assets during the year ended October 31, 2020.

(1) Reflects a $ 7.6 million gain on the sale of assets during the year ended October 31, 2022.

(2) Reflects adjustments to the fair value of the contingent consideration payable related to the RavenVolt Acquisition of $ 45.6 million and an employee retention credit totaling $ 24.0 million during the year ended October 31, 2023.

(3) Reflects accrued litigation settlement reserve totaling $ 142.9 million for the Bucio case during the year ended October 31, 2021.

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SUBSEQUENT EVENTS

Transition to SOFR

At November 1, 2022, we amended our Amended Credit Facility pursuant to the LIBOR Transition Amendment and the Fifth Amendment to replace the benchmark rate at which U.S.-dollar-denominated borrowings bear interest from LIBOR to the forward-looking SOFR term rate administered by CME Group Benchmark Administration Limited.

As a result of these amendments, we can borrow at Term SOFR plus a credit spread adjustment of 0.10 % subject to a floor of zero .

In addition, we entered into a new interest rate swap agreement with a notional value of $ 170.0 million, a fixed interest rate of 3.81 %, and a maturity date of June 28, 2026.

We also transitioned all our interest rate swaps to a SOFR-based rate.

We applied available practical expedients under ASC 848 to account for these modifications, changes in critical terms, and updates to the designated hedged risks as qualifying changes have been made to applicable debt and derivative contracts as if they were not substantial.

These modifications are not expected to have a significant impact on our financial statements.

Share Repurchase Program

In 2019, our Board of Directors authorized a program to repurchase up to $ 150.0 million of our common stock.

Effective December 9, 2022, authorization for $ 47.4 million of repurchases remained under our Share Repurchase Program, and our Board of Directors expanded the Share Repurchase Program by an additional $ 150.0 million.

Effective December 9, 2022, and December 13, 2023, our Board of Directors expanded the Share Repurchase Program by $ 150.0 million and $ 150.0 million, respectively.

Repurchases of our common stock 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.

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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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data