8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 16, 2009

ABM Industries Incorporated
(Exact name of registrant as specified in its charter)

Delaware	1-8929	94-1369354
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

551 Fifth Avenue, Suite 300, New York, New York	10176
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 297-0200

N/A

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On December 16, 2009, ABM Industries Incorporated (the “Company”) issued a press release announcing financial results related to fiscal year 2009 and the fourth quarter of fiscal year 2009. A copy of the press release is attached as Exhibit 99.1, which is incorporated into this item by reference.

Item 8.01. Other Events.

On December 16, 2009, the Company announced that the Board of Directors of the Company declared a quarterly dividend of $0.135 per share, payable on February 1, 2010 to stockholders of record on January 7, 2010. A copy of the press release announcing the declaration of the dividend is attached as Exhibit 99.1, which is incorporated into this item by reference.

As disclosed in the press release attached as Exhibit 99.1, the Company will hold a live web cast on December 17, 2009 relating to the Company’s financial results for fiscal year 2009 and the fourth quarter of fiscal year 2009. A copy of the slides to be presented at the Company’s web cast and discussed in the conference call relating to such financial results is being furnished as Exhibit 99.2 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press Release issued by ABM Industries Incorporated, dated December 16, 2009, announcing financial results related to fiscal year 2009 and the fourth quarter of fiscal year 2009 and the declaration of a dividend payable February 1, 2010 to stockholders of record on January 7, 2010.

99.2 Slides of ABM Industries Incorporated, dated December 17, 2009.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ABM INDUSTRIES INCORPORATED

Dated: December 16, 2009

 By:     /s/ Sarah H. McConnell               

Sarah H. McConnell
Senior Vice President and
General Counsel

EXHIBIT INDEX

99.1 Press Release issued by ABM Industries Incorporated, dated December 16, 2009, announcing financial results related to fiscal year 2009 and the fourth quarter of fiscal year 2009 and the declaration of a dividend.

99.2 Slides of ABM Industries Incorporated, dated December 17, 2009.

EX-99.1

Exhibit 99.1

551 Fifth Avenue
Suite 300
New York, NY 10176

PRESS RELEASE

Contact:

Investors & Analysts:	David Farwell	Media:	Tony Mitchell
	(212) 297-9792		(212) 297-9828
	dfarwell@abm.com		tony.mitchell@abm.com

ABM INDUSTRIES ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2009
FINANCIAL RESULTS AND DECLARES QUARTERLY DIVIDEND

Company Reports Increase in Income from Continuing Operations and Record Net Cash Flow from
Operations

Improved Outlook for Fiscal Year 2010

Company Increases Quarterly Dividend

	Quarter Ended							Year Ended
(in millions,	October 31,				Incr			October 31,				Incr
except per share data)	2009		2008		(Decr)			2009		2008		(Decr)
Revenues	$	868.0	$	905.8		(4.2	)%	$	3,481.8	$	3,623.6		(3.9	)%
Net cash provided by operating activities	$	64.4	$	31.5		104.6	%	$	140.9	$	68.3		106.2	%
Net Income	$	15.0	$	11.6		29.7	%	$	54.3	$	45.4		19.5	%
Net income per diluted share	$	0.29	$	0.21		38.1	%	$	1.05	$	0.88		19.3	%
Income from continuing operations	$	15.3	$	14.8		3.2	%		55.5		52.7		5.2	%
Income from continuing operations per diluted share	$	0.29	$	0.28		3.6	%	$	1.07	$	1.03		3.9	%
Adjusted income from continuing operations	$	20.8	$	18.9		10.0	%	$	68.8	$	56.4		22.0	%
Adjusted income from continuing operations per diluted share	$	0.39	$	0.36		8.3	%	$	1.33	$	1.10		20.9	%

(See accompanying financial tables for supplemental financial data and corresponding reconciliations to certain GAAP financial measures.)

NEW YORK, NY — December 16, 2009 — ABM Industries Incorporated (NYSE:ABM) today reported revenues for the fourth quarter of fiscal year 2009 of $868.0 million compared to fourth quarter of fiscal year 2008 revenues of $905.8 million. Net income for the fourth quarter of fiscal year 2009 was $15.0 million, a 29.7% increase from $11.6 million in the fourth quarter of fiscal year 2008. Net income per diluted share for the fourth quarter of fiscal year 2009 increased 38.1% to $0.29 compared to fourth quarter of fiscal year 2008 net income per diluted share of $0.21.

Income from continuing operations for the fourth quarter of fiscal year 2009 was $15.3 million ($0.29 per diluted share) compared to $14.8 million ($0.28 per diluted share) in the year-ago quarter. Adjusted income from continuing operations (which excludes items impacting comparability) increased to $20.8 million, or $0.39 per diluted share, for the fourth quarter of fiscal year 2009. This compares to adjusted income from continuing operations of $18.9 million, or $0.36 per diluted share, in the fourth quarter of fiscal year 2008. (See accompanying financial tables for supplemental financial data and corresponding reconciliations to certain GAAP financial measures.)

“Despite a challenging business environment, operating profit from our four divisions improved year-over-year for the quarter by $1.9 million, driven by continued cost controls and an aggressive focus on operating margins,” said Henrik Slipsager, president and chief executive officer of ABM Industries Incorporated.

The Company’s adjusted EBITDA (earnings before interest, taxes, depreciation and amortization and excluding discontinued operations and items impacting comparability) for the fourth quarter of fiscal year 2009 was $41.3 million compared to $42.0 million in the fourth quarter of fiscal year 2008. (See accompanying financial tables for supplemental financial data and corresponding reconciliations to certain GAAP financial measures.)

Slipsager continued: “The Company delivered outstanding results for the quarter and the full year, particularly in light of what was an exceptionally challenging economy through the course of the 2009 fiscal year. Revenues for the fourth quarter were essentially flat compared sequentially to the third quarter, reversing earlier declines and showing signs of a stabilizing economy. Our consistent focus on job profitability and expense management clearly contributed to our successful performance. Adjusted income from continuing operations increased 22% for the fiscal year. These solid financial results, combined with the revenue trends we are seeing, strongly position the Company for a rebound in the U.S. economy and an improved outlook for fiscal year 2010.”

Slipsager concluded: “We also finished the fiscal year with record net cash from operations of more than $140 million. Our cash flow enabled the Company to reduce the debt on our line of credit by more than $57 million and pay out nearly $27 million in dividends.” (See accompanying financial tables for supplemental financial data and corresponding reconciliations to certain GAAP financial measures.)

The Company reported revenues for the fiscal year that ended October 31, 2009 of $3.5 billion compared to fiscal year 2008 revenues of $3.6 billion. Net income for fiscal year 2009 was $54.3 million, an increase of 19.5% compared to $45.4 million for fiscal year 2008. Net income per diluted share for fiscal year 2009 increased 19.3% to $1.05 compared to $0.88 per diluted share in fiscal year 2008. Income from continuing operations for fiscal year 2009 increased to $55.5 million ($1.07 per diluted share) compared to $52.7 million ($1.03 per diluted share) for fiscal year 2008. Adjusted income from continuing operations for fiscal year 2009 was $68.8 million, or $1.33 per diluted share, compared to $56.4 million, or $1.10 per diluted share, for fiscal year 2008. (See accompanying financial tables for supplemental financial data and corresponding reconciliations to certain GAAP financial measures.)

The Company also announced that the Board of Directors has declared a first quarter cash dividend of $0.135 per common share, which is nearly a 4% increase, payable on February 1, 2010 to stockholders of record on January 7, 2010. This will be ABM’s 175^th consecutive quarterly cash dividend.

Guidance

The Company estimates that full fiscal year 2010 income from continuing operations per diluted share will be in the range of $1.25 to $1.35 and adjusted income from continuing operations per diluted share, for the same period, will be in the range of $1.35 to $1.45. (See accompanying financial tables for supplemental financial data and corresponding reconciliations to certain GAAP financial measures.)

Conference Call

On Thursday, December 17, 2009 at 9:00 a.m. (EST), ABM will host a live webcast of remarks by President and Chief Executive Officer Henrik C. Slipsager and Executive Vice President and Chief Financial Officer James S. Lusk. The webcast will be accessible at: [http://investor.abm.com/eventdetail.cfm?eventid=75460]

Listeners are asked to be online at least 15 minutes early to register, as well as to download and install any complimentary audio software that might be required.

Following the call, the webcast will be available at this URL for a period of 90 days.

In addition to the webcast, a limited number of toll-free telephone lines will also be available for listeners who are among the first to call 888-715-1387 within 15 minutes before the event. Telephonic replays will be accessible during the period from two hours to seven days after the call by dialing 888-203-1112 and then entering ID #6020747.

Conference Call Presentation

In connection with the conference call to discuss earnings (see above), a slide presentation related to earnings and operations will be available at the Company’s website at www.abm.com, and can be accessed through the Investor Relations portion of ABM’s website by clicking on the “Presentations” tab.

About ABM Industries Incorporated

ABM Industries Incorporated (NYSE:ABM), which operates through its subsidiaries (collectively “ABM”), is the leading provider of facility services in the United States. With fiscal 2009 revenues of approximately $3.5 billion and approximately 91,000 employees, ABM provides janitorial, facility, engineering, parking and security services for thousands of commercial, industrial, institutional and retail facilities across the United States, Puerto Rico and British Columbia, Canada. ABM’s business services include ABM Janitorial Services, ABM Facility Services, ABM Engineering Services, Ampco System Parking and ABM Security Services.

Cautionary Statement under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements that set forth management’s anticipated results based on management’s current plans and assumptions. In addition, the financial results reported in this release continue to be subject to adjustment until filing of the Company’s Annual Report on Form 10-K for the year ended October 31, 2009. Any number of factors could cause the Company’s actual results to differ materially from those anticipated. Factors that could cause actual results to differ include but are not limited to the following: (1) risks relating to our acquisition strategy may adversely impact our results of operations; (2) intense competition can constrain our ability to gain business, as well as our profitability; (3) we are subject to volatility associated with high deductibles for certain insurable risks; (4) an increase in costs that we cannot pass on to clients could affect our profitability; (5) we provide our services pursuant to agreements which are cancelable by either party upon 30 to 60 days’ notice; (6) our success depends on our ability to preserve our long-term relationships with clients; (7) our transition to a shared services function could create disruption in functions affected; (8) we incur significant accounting and other control costs that reduce profitability; (9) a decline in commercial office building occupancy and rental rates could affect our revenues and profitability; (10) deterioration in economic conditions in general could further reduce the demand for facility services and, as a result, reduce our earnings and adversely affect our financial condition; (11) the financial difficulties or bankruptcy of one or more of our major clients could adversely affect results; (12) our ability to operate and pay our debt obligations depends upon our access to cash; (13) because ABM conducts business operations through operating subsidiaries, we depend on those entities to generate the funds necessary to meet financial obligations; (14) certain future declines or fluctuations in the fair value of our investments in auction rate securities that are deemed other-than-temporarily impaired could negatively impact our earnings; (15) uncertainty in the credit markets and the financial services industry may impact our ability to collect receivables on a timely basis and may negatively impact our cash flow; (16) any future increase in the level of debt or in interest rates can affect our results of operations; (17) an impairment charge could have a material adverse effect on our financial condition and results of operations; (18) we are defendants in several class and representative actions or other lawsuits alleging various claims that could cause us to incur substantial liabilities; (19) since we are an attractive employer for recent émigrés to this country and many of our jobs are filled by such, changes in immigration laws or enforcement actions or investigations under such laws could significantly adversely affect our labor force, operations and financial results and our reputation; (20) labor disputes could lead to loss of revenues or expense variations; and (21) we participate in multi-employer defined benefit plans which could result in substantial liabilities being incurred. Additional information regarding these and other risks and uncertainties the Company faces is contained in the Company’s Annual Report on Form 10-K/A for the year ended October 31, 2008 and in other reports we file from time to time with the Securities and Exchange Commission. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Non-GAAP Financial Information

To supplement ABM’s consolidated financial information, the Company has presented income from continuing operations for the fourth quarter and fiscal years 2009 and 2008 and guidance for fiscal year 2010, as adjusted for items impacting comparability. These adjustments have been made with the intent of providing financial measures that give management and investors a better understanding of the underlying operational results and trends and ABM’s marketplace performance. In addition, the Company has presented earnings before interest, taxes, depreciation and amortization and excluding discontinued operations and items impacting comparability (adjusted EBITDA) for the fourth quarter and fiscal years 2009 and 2008. Adjusted EBITDA is among the indicators management uses as a basis for planning and forecasting future periods. The presentation of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for financial statements prepared in accordance with generally accepted accounting principles in the United States. (See accompanying financial tables for supplemental financial data and corresponding reconciliations to certain GAAP financial measures.)

###

Financial Schedules
(In thousands, except per share data)

CONDENSED CONSOLIDATED BALANCE SHEET INFORMATION (UNAUDITED)

	October 31,		October 31,
	2009		2008(a)
Assets
Cash and cash equivalents	$	34,153	$	26,741
Trade accounts receivable, net		445,241		473,263
Prepaid income taxes		13,473		7,097
Current assets of discontinued operations		10,787		34,508
Prepaid expenses		38,781		45,030
Notes receivable and other		21,374		11,981
Deferred income taxes, net		52,171		57,463
Insurance recoverables		5,017		5,017
Total current assets		620,997		661,100
Non-current assets of discontinued operations		4,567		11,205
Insurance deposits		42,500		42,506
Other investments and long-term receivables		6,240		4,470
Deferred income taxes, net		63,444		88,704
Insurance recoverables		67,100		66,600
Other assets		32,446		23,310
Investments in auction rate securities		19,531		19,031
Property, plant and equipment, net		56,892		61,067
Other intangible assets, net		60,199		62,179
Goodwill		547,237		535,772
Total assets	$	1,521,153	$	1,575,944
Liabilities
Trade accounts payable	$	84,701	$	104,930
Accrued liabilities
Compensation		93,095		88,951
Taxes — other than income		17,539		20,270
Insurance claims		78,144		84,272
Other		66,279		76,590
Income taxes payable		1,871		2,025
Current liabilities of discontinued operations		1,065		10,082
Total current liabilities		342,694		387,120
Income taxes payable		17,763		15,793
Line of credit		172,500		230,000
Retirement plans and other		32,963		37,095
Insurance claims		268,183		261,885
Total liabilities		834,103		931,893
Stockholders’ Equity		687,050		644,051
Total liabilities and stockholders’ equity	$	1,521,153	$	1,575,944

(a) Amounts shown as of October 31, 2008 reflect an immaterial correction of certain net book credit cash balances which increased cash and cash equivalents and trade accounts payable by $26.0 million and $34.9 million, respectively, and reduced other accrued liabilities by $8.9 million.

CONDENSED CONSOLIDATED CASH FLOW INFORMATION (UNAUDITED)

	Quarter Ended October 31,
	2009			2008(a)
Net cash provided by continuing operating activities		68,619			31,325
Net cash (used in) provided by discontinued operating activities		(4,213	)		149
Net cash provided by operating activities	$	64,406		$	31,474
Net cash used in continuing investing activities		(5,174	)		(8,172	)
Net cash provided by discontinued investing activities		—			33,466
Net cash (used in) provided by investing activities	$	(5,174	)	$	25,294
Proceeds from exercises of stock options (including income benefit)		3,125			1,635
Dividends paid		(6,720	)		(6,370	)
Deferred financing costs paid		—			(1,616	)
Borrowings from line of credit		111,000			152,000
Repayment of borrowings from line of credit		(134,500	)		(207,000	)
Book overdraft payable		(21,557	)		6,730
Net cash used in financing activities	$	(48,652	)	$	(54,621	)

	Year Ended October 31,
	2009			2008(a)
Net cash provided by continuing operating activities		121,255			62,275
Net cash provided by discontinued operating activities		19,616			6,032
Net cash provided by operating activities	$	140,871		$	68,307
Net cash used in continuing investing activities		(37,467	)		(455,162	)
Net cash provided by discontinued investing activities		—			33,640
Net cash used in investing activities	$	(37,467	)	$	(421,522	)
Proceeds from exercises of stock options (including income benefit)		6,331			14,620
Dividends paid		(26,727	)		(25,271	)
Deferred financing costs paid		—			(1,616	)
Borrowings from line of credit		636,000			810,500
Repayment of borrowings from line of credit		(693,500	)		(580,500	)
Net increase in book cash overdraft		(18,096	)		14,506
Net cash (used in) provided by financing activities	$	(95,992	)	$	232,239

(a) Amounts shown for the quarter and year ended October 31, 2008 reflect an immaterial correction of certain net book credit cash balances; resulting in an increase in net cash (used in) provided by financing activities for the quarter and year ended October 31, 2008 in the amounts of $6.7 million and $14.5 million, respectively.

CONDENSED CONSOLIDATED INCOME STATEMENT INFORMATION (UNAUDITED)

	Quarter Ended October 31,						Increase
	2009			2008			(Decrease)
Revenues	$	868,005		$	905,782			(4.2	)%
Expenses
Operating		778,834			795,706			(2.1	)%
Selling, general and administrative		63,245			79,955			(20.9	)%
Amortization of intangible assets		2,929			4,292			(31.8	)%
Total expenses		845,008			879,953			(4.0	)%
Operating profit		22,997			25,829			(11.0	)%
Interest expense		1,428			3,265			(56.3	)%
Income from continuing operations before income taxes		21,569			22,564			(4.4	)%
Provision for income taxes		6,283			7,746			(18.9	)%
Income from continuing operations		15,286			14,818			3.2	%
Loss from discontinued operations		(263	)		(3,232	)	NM		*
Net Income	$	15,023		$	11,586			29.7	%
Net Income Per Common Share — Basic
Income from continuing operations	$	0.30		$	0.29			3.4	%
Loss from discontinued operations		(0.01	)		(0.06	)	NM		*
	$	0.29		$	0.23			26.1	%
Net Income Per Common Share — Diluted
Income from continuing operations	$	0.29		$	0.28			3.6	%
Loss from discontinued operations		—			(0.07	)	NM		*
	$	0.29		$	0.21			38.1	%
*     Not Meaningful
Average Common And Common Equivalent Shares
Basic		51,609			50,914
Diluted		52,419			51,711
Dividends Declared Per Common Share	$	0.130		$	0.125

CONDENSED CONSOLIDATED INCOME STATEMENT INFORMATION (UNAUDITED)

	Year Ended October 31,						Increase
	2009			2008			(Decrease)
Revenues	$	3,481,823		$	3,623,590			(3.9	)%
Expenses
Operating		3,114,699			3,224,696			(3.4	)%
Selling, general and administrative		263,633			287,650			(8.3	)%
Amortization of intangible assets		11,384			11,735			(3.0	)%
Total expenses		3,389,716			3,524,081			(3.8	)%
Operating profit		92,107			99,509			(7.4	)%
Other-than-temporary impairment losses on auction rate securities:
Gross impairment losses		3,695			—		NM		*
Impairments recognized in other comprehensive income		(2,129	)		—		NM		*
Interest expense		5,881			15,193			(61.3	)%
Income from continuing operations before income taxes		84,660			84,316			0.4	%
Provision for income taxes		29,170			31,585			(7.6	)%
Income from continuing operations		55,490			52,731			5.2	%
Loss from discontinued operations		(1,197	)		(7,297	)	NM		*
Net Income	$	54,293		$	45,434			19.5	%
Net Income Per Common Share — Basic
Income from continuing operations	$	1.08		$	1.04			3.8	%
Loss from discontinued operations		(0.02	)		(0.14	)	NM		*
	$	1.06		$	0.90			17.8	%
Net Income Per Common Share — Diluted
Income from continuing operations	$	1.07		$	1.03			3.9	%
Loss from discontinued operations		(0.02	)		(0.15	)	NM		*
	$	1.05		$	0.88			19.3	%
*     Not Meaningful
Average Common And Common Equivalent Shares
Basic		51,373			50,519
Diluted		51,845			51,386
Dividends Declared Per Common Share	$	0.52		$	0.50

REVENUES AND OPERATING PROFIT BY SEGMENT (UNAUDITED)

	Quarter Ended October 31,						Increase
	2009			2008			(Decrease)
Revenues
Janitorial	$	589,146		$	622,174			(5.3	)%
Parking		113,740			119,003			(4.4	)%
Security		82,123			84,952			(3.3	)%
Engineering		82,502			79,070			4.3	%
Corporate		494			583			(15.3	)%
	$	868,005		$	905,782			(4.2	)%
Operating Profit
Janitorial	$	37,610		$	36,074			4.3	%
Parking		6,316			5,721			10.4	%
Security		2,279			2,790			(18.3	)%
Engineering		6,097			5,794			5.2	%
Corporate		(29,305	)		(24,550	)		19.4	%
Operating profit		22,997			25,829			(11.0	)%
Interest expense		1,428			3,265			(56.3	)%
Income from continuing operations before income taxes	$	21,569		$	22,564			(4.4	)%

	Year Ended October 31,						Increase
	2009			2008			(Decrease)
Revenues
Janitorial	$	2,382,025		$	2,492,270			(4.4	)%
Parking		457,477			475,349			(3.8	)%
Security		334,610			333,525			0.3	%
Engineering		305,694			319,847			(4.4	)%
Corporate		2,017			2,599			(22.4	)%
	$	3,481,823		$	3,623,590			(3.9	)%
Operating Profit
Janitorial	$	139,858		$	118,538			18.0	%
Parking		20,285			19,438			4.4	%
Security		8,221			7,723			6.4	%
Engineering		19,658			19,129			2.8	%
Corporate		(95,915	)		(65,319	)		46.8	%
Operating profit		92,107			99,509			(7.4	)%
Other-than-temporary impairment losses on auction rate securities:
Gross impairment losses		3,695			—		NM		*
Impairments recognized in other comprehensive income		(2,129	)		—		NM		*
Interest expense		5,881			15,193			(61.3	)%
Income from continuing operations before income taxes	$	84,660		$	84,316			0.4	%

* Not Meaningful

ABM Industries Incorporated
Reconciliations of Non-GAAP Financial Measures
(Unaudited)

(in thousands, except per share data)

	Quarter Ended October 31,						Year Ended October 31,
	2009			2008			2009			2008
Reconciliation of Adjusted Income from Continuing Operations to Net Income
Adjusted Income from Continuing Operations	$	20,759		$	18,874		$	68,818		$	56,401
Items Impacting Comparability, net of taxes		(5,473	)		(4,056	)		(13,328	)		(3,670	)
Income from Continuing Operations		15,286			14,818			55,490			52,731
Loss from Discontinued Operations		(263	)		(3,232	)		(1,197	)		(7,297	)
Net Income	$	15,023		$	11,586		$	54,293		$	45,434
Reconciliation of Adjusted Income from Continuing Operations to Income from Continuing Operations
Adjusted Income from Continuing Operations	$	20,759		$	18,874		$	68,818		$	56,401
Items Impacting Comparability:
Corporate Initiatives (a)		(3,371	)		(7,623	)		(20,666	)		(22,122	)
Third-Party Administrator Legal Settlement		—			—			9,601			—
Insurance Adjustments		(5,900	)		7,700			(9,435	)		22,500
IT Deferred Expense Charge		—			(6,250	)		—			(6,250	)
Credit Loss on Auction Rate Security		—			—			(1,566	)		—
Total Items Impacting Comparability		(9,271	)		(6,173	)		(22,066	)		(5,872	)
Income Taxes Expense		(3,798	)		(2,117	)		(8,738	)		(2,202	)
Items Impacting Comparability, net of taxes		(5,473	)		(4,056	)		(13,328	)		(3,670	)
Income from Continuing Operations	$	15,286		$	14,818		$	55,490		$	52,731
Reconciliation of Adjusted EBITDA to Net Income
Adjusted EBITDA	$	41,272		$	41,977		$	145,482		$	133,456
Items Impacting Comparability		(9,271	)		(6,173	)		(22,066	)		(5,872	)
Discontinued Operations		(263	)		(3,232	)		(1,197	)		(7,297	)
Income Tax		(6,283	)		(7,746	)		(29,170	)		(31,585	)
Interest Expense		(1,428	)		(3,265	)		(5,881	)		(15,193	)
Depreciation and Amortization		(9,004	)		(9,975	)		(32,875	)		(28,075	)
Net Income	$	15,023		$	11,586		$	54,293		$	45,434

(Continued)

	Quarter Ended October 31,						Year Ended October 31,
	2009			2008			2009			2008
Reconciliation of Adjusted Income from Continuing Operations per Diluted Share to Income from Continuing Operations per Diluted Share
Adjusted Income from Continuing Operations per Diluted Share	$	0.39		$	0.36		$	1.33		$	1.10
Items Impacting Comparability, net of taxes		(0.10	)		(0.08	)		(0.26	)		(0.07	)
Income from Continuing Operations per Diluted Share	$	0.29		$	0.28		$	1.07		$	1.03
Diluted Shares		52,419			51,711			51,845			51,386

(a) Corporate initiatives include: (i) costs associated with the implementation of a new payroll and human resources information system, (ii) the upgrade of the Company’s accounting system, (iii) the completion of the corporate move from San Francisco, and (iv) the integration costs associated with OneSource.

ABM Industries Incorporated
Reconciliation of Estimated Adjusted Income from Continuing Operations per Diluted Share to
Income from Continuing Operations per Diluted Share for the Year Ending October 31, 2010

	Year Ending October 31, 2010
	Low Estimate			High Estimate
	(per diluted share)
Adjusted Income from Continuing Operations per Diluted Share	$	1.35		$	1.45
Adjustments to Income from Continuing Operations (a)		(0.10	)		(0.10	)
Income from Continuing Operations per Diluted Share	$	1.25		$	1.35

(a) The adjustment to income from continuing operations includes additional costs associated with the implementation of new information technology systems and other unique one time items.

EX-99.2

Exhibit 99.2

ABM Industries Incorporated Fourth Quarter Earnings Conference Call December 17, 2009

2 Agenda Introduction of call participants Henrik C. Slipsager, President & CEO James S. Lusk, EVP and CFO Sarah H. McConnell, SVP & General Counsel Q4 2009 Highlights Financial Review Operating Results 2010 Guidance

3 Forward-Looking Statements Our presentation today contains predictions, estimates and other forward-looking statements. In addition, the financial results reported in this release continue to be subject to adjustment until filing of the Company's Annual Report on Form 10-K for the year ended October 31,2009. Any number of factors could cause the Company's actual results to differ materially from those anticipated. Factors that could cause actual results to differ include but are not limited to the following: (1) risks relating to our acquisition strategy may adversely impact our results of operations; (2) intense competition can constrain our ability to gain business, as well as our profitability; (3) we are subject to volatility associated with high deductibles for certain insurable risks; (4) an increase in costs that we cannot pass on to clients could affect our profitability; (5) we provide our services pursuant to agreements which are cancelable by either party upon 30 to 60 days' notice; (6) our success depends on our ability to preserve our long-term relationships with clients; (7) our transition to a Shared Services Function could create disruption in functions affected; (8) we incur significant accounting and other control costs that reduce profitability; (9) a decline in commercial office building occupancy and rental rates could affect our revenues and profitability; (10) deterioration in economic conditions in general could further reduce the demand for facility services and, as a result, reduce our earnings and adversely affect our financial condition; (11) the financial difficulties or bankruptcy of one or more of our major clients could adversely affect results; (12) our ability to operate and pay our debt obligations depends upon our access to cash; (13) because ABM conducts business operations through operating subsidiaries, we depend on those entities to generate the funds necessary to meet financial obligations; (14) certain future declines or fluctuations in the fair value of our investments in auction rate securities that are deemed other-than-temporarily impaired could negatively impact our earnings; (15) uncertainty in the credit markets and the financial services industry may impact our ability to collect receivables on a timely basis and may negatively impact our cash flow; (16) any future increase in the level of debt or in interest rates can affect our results of operations; (17) an impairment charge could have a material adverse effect on our financial condition and results of operations; (18) we are defendants in several class and representative actions or other lawsuits alleging various claims that could cause us to incur substantial liabilities; (19) since we are an attractive employer for recent emigres to this country and many of our jobs are filled by such, changes in immigration laws or enforcement actions or investigations under such laws could significantly adversely affect our labor force, operations and financial results and our reputation; (20) labor disputes could lead to loss of revenues or expense variations; and (21) we participate in multi-employer defined benefit plans which could result in substantial liabilities being incurred. Additional information regarding these and other risks and uncertainties the Company faces is contained in the Company's Annual Report on Form 10-K/A for the year ended October 31, 2008. in our subsequent reports on Form 10-Q and Form 8-K. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

4 Statements Relating to Non-GAAP Financial Measures During the course of this presentation, certain financial measures that were not prepared in accordance with U.S. Generally Accepted Accounting Principles will be presented. Reconciliations of those non-U.S. GAAP financial measures to the most directly comparable U.S. GAAP financial measures are available on the Company's website under "Investor Relations" and at the end of this presentation.

5 Fiscal Fourth Quarter 2009 Highlights (a) A reconciliation of certain non-GAAP financial information to GAAP financial measures is available on the Company's website under "Investor Relations" and at the end of this presentation

6 Fourth Quarter & Fiscal 2009 Highlights Adjusted Income from Continuing Operations up 10% for the quarter and 22% for the year Operating segments deliver 4th straight quarter of solid growth with operating profit up nearly 4% Operating profit, excluding corporate segment, up 14% for the year Adjusted EBITDA for the quarter flat despite decline in revenues Adjusted EBITDA margins up 12 basis to 4.75% compared to year ago period For the year, Adjusted EBITDA margins up 50 basis points to 4.20% Cash Flow from Operations of $64 million For the year, record cash flow from operations of $140 million

7 Q4 Financial Results (unaudited) (a) A reconciliation of certain non-GAAP financial information to GAAP financial measures is available on the Company's website under "Investor Relations" and at the end of this presentation

8 Fiscal 2009 Financial Results (unaudited) (a) A reconciliation of certain non-GAAP financial information to GAAP financial measures is available on the Company's website under "Investor Relations" and at the end of this presentation

9 Cash Flow Highlights (Unaudited) Aggressive collections and reduction in insurance claims paid Completed investment in upgrade of IT systems 1 See appendix for corresponding reconciliations to certain GAAP financial measures

10 Condensed Balance Sheet (unaudited) (a) Amounts shown as of October 31, 2008 reflect an immaterial correction of certain net book credit cash balances which increased cash and cash equivalents and trade accounts payable by $26.0 million and $34.9 million, respectively and reduced other accrued liabilities by $8.9 million.

11 Division Revenues(1) Summary: Sequential revenue growth essentially flat Engineering revenue increases both year over year and sequentially Continued stabilization of Janitorial tag revenues but at pre recession levels Sales pipeline and sales activity remains solid (1) Excludes Corporate ($ in thousands)

12 Division Profits(1) Summary: Continued focus on job profitability and expense management leads to another quarter of growth in division profits Parking business achieves double digit growth in the quarter For the year, divisions record growth of 14% Continue to aggressively monitor credit strength of customers (1) Excludes Corporate ($ in thousands)

Closing Observations Company well positioned for fiscal 2010 Anticipate another year of growth in key financial measures Continue to anticipate sequential revenue growth in Q1 2010 Well-positioned to capitalize on additional M&A opportunities Poised to leverage investments in infrastructure 13

14 ABM will continue to follow proven strategies of: Actively managing customer accounts Focusing on cost control Managing credit risk and generating cash flow Fiscal 2010 notable expectations Approximately $4 million higher costs for depreciation and maintenance related to systems upgrades Effective tax rate of approximately 39% Tag revenue remains below pre recession levels Guidance FY10 Income from Continuing Operations, per diluted share, in the range of $1.25 - $1.35 Adjusted Income from Continuing Operations, excluding Items Impacting Comparability, per diluted share, in the range of $1.35 - $1.45 FY10 Outlook *A reconciliation of certain non-GAAP financial information to GAAP financial measures is available on the Company's website under "Investor Relations" and at the end of this presentation

15 Appendix - Unaudited Reconciliation of Non-GAAP Financial Measures (in thousands, except per share data)

16 Appendix - Unaudited Reconciliation of Non-GAAP Financial Measures (in thousands, except per share data)

17 Appendix - Reconciliation (unaudited)