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): August 31, 2010

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 August 31, 2010, ABM Industries Incorporated (the “Company”) issued a press release announcing financial results related to the third quarter of fiscal year 2010. 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 August 31, 2010, the Company announced that the Board of Directors of the Company declared a quarterly dividend of $0.135 per share, payable on November 1, 2010 to stockholders of record on October 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 September 1, 2010 relating to the Company’s financial results for the third quarter of fiscal year 2010. 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 August 31, 2010, announcing financial results related to the third quarter of fiscal year 2010 and the declaration of a dividend payable November 1, 2010 to stockholders of record on October 7, 2010.
99.2	Slides of ABM Industries Incorporated, dated September 1, 2010.

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: August 31, 2010	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 August 31, 2010, announcing financial results related to the third quarter of fiscal year 2010 and the declaration of a dividend.
99.2	Slides of ABM Industries Incorporated, dated September 1, 2010.

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 THIRD QUARTER 2010 FINANCIAL RESULTS,
ADJUSTS GUIDANCE AND DECLARES QUARTERLY DIVIDEND

	Quarter Ended							Nine Months Ended
(in millions,	July 31,				Increase			July 31,				Increase
except per share data)	2010		2009		(Decrease)			2010		2009		(Decrease)
Revenues	$	869.0	$	870.6		(0.2	)%	$	2,594.4	$	2,613.8		(0.7	)%
Net cash provided by continuing operating activities	$	35.2	$	8.3		324.5	%	$	73.0	$	52.6		38.6	%
Net Income	$	21.0	$	12.3		70.8	%	$	42.3	$	39.3		7.8	%
Net income per diluted share	$	0.40	$	0.24		66.7	%	$	0.80	$	0.76		5.3	%
Adjusted EBITDA	$	45.9	$	37.8		21.5	%	$	108.0	$	104.2		3.6	%
Income from continuing operations	$	21.0	$	12.4		69.1	%	$	42.4	$	40.2		5.5	%
Income from continuing operations per diluted share	$	0.40	$	0.24		66.7	%	$	0.80	$	0.78		2.6	%
Adjusted income from continuing operations	$	22.0	$	18.6		18.0	%	$	47.9	$	48.0		(0.1	)%
Adjusted income from continuing operations per diluted share	$	0.42	$	0.36		16.7	%	$	0.91	$	0.93		(2.2	)%

(This release refers to non-GAAP financial measures described as “Adjusted EBITDA”, “Adjusted Income from Continuing Operations”, and “Adjusted Income from Continuing Operations per Diluted Share”. Refer to the accompanying financial tables for supplemental financial data and corresponding reconciliation of these non-GAAP financial measures to certain GAAP financial measures.)

NEW YORK, NY — August 31, 2010 — ABM Industries Incorporated (NYSE:ABM) today announced revenues for the third quarter of fiscal year 2010 of $869.0 million compared to third quarter of fiscal year 2009 revenues of $870.6 million. Net income for the third quarter of fiscal year 2010 was $21.0 million, a 70.8% increase from $12.3 million in the third quarter of fiscal year 2009. Net income per diluted share for the third quarter of fiscal year 2010 increased 66.7% to $0.40 compared to net income per diluted share of $0.24 in the third quarter of fiscal year 2009. Net income for the third quarter of fiscal year 2010 included a $2.2 million ($0.04 per diluted share) after-tax benefit from one less day of labor expense compared to the year-ago quarter. Net income for the third quarter of fiscal year 2009 included $3.1 million ($0.06 per diluted share) after-tax expense for corporate initiatives and a $2.1 million ($0.04 per diluted share) after-tax insurance expense related to prior years, partially offset by a tax credit of $1.8 million ($0.04 per diluted share).

“Overall, the Company delivered good financial results for the quarter,” said Henrik Slipsager, president and chief executive officer, ABM Industries. “Revenues were flat as the Janitorial business in particular was still affected by the slower pace of economic recovery, which continues to pressure client spending. We are focused on client retention to sustain and build revenues; streamlining the Janitorial organization to strengthen sales performance, service delivery and cost controls; and we are expanding our sales pipeline. We also continue to aggressively manage cash, costs and margins to mitigate slow economic growth and maintain profitability. These combined efforts continue to yield positive results as income was up in the quarter, and adjusted EBITDA, a key measure of our performance, grew 22% year-over-year.”

“Operating cash flow from continuing operations increased to $35.2 million in the third quarter of fiscal year 2010 compared to $8.3 million in the year-ago quarter. At the same time, our SG&A expenses decreased 15.5% in the third quarter as a result of cost control measures and lower compensation costs. SG&A expenses are down 8.8% for the first nine months of the fiscal year. As planned, we completed the core project work associated with our investment in the Company’s infrastructure and reported no additional one-time expenses associated with these corporate initiatives in the third quarter of fiscal year 2010, compared to $3.1 million in after-tax expenses in the year-ago quarter.”

“Operationally, the Engineering Division had a terrific quarter as revenues grew more than 14%, driven by sales to both new and existing clients, and operating profit increased 21% year-over-year. Parking revenues were down slightly, primarily as a result of lower management reimbursement revenues. Parking increased operating profit for the quarter by more than 17%. Security revenues increased slightly, driven by new client sales, while operating profit decreased due to cost pressures on existing clients and certain one-time items. Janitorial operating profit increased more than 10%, benefiting from one less workday compared to the prior year. During the quarter, the Janitorial Division also acquired Diversco, Inc., a provider of outsourced facility services, particularly to manufacturing and industrial clients. The acquisition of Diversco strategically expands ABM’s janitorial and security footprint — within key regions and among key client segments — and the integration is proceeding on course. Acquisitions remain a key focus of our strategy.”

Income from continuing operations for the third quarter of fiscal year 2010 was $21.0 million ($0.40 per diluted share) compared to $12.4 million ($0.24 per diluted share) in the year-ago quarter. Excluding items impacting comparability, adjusted income from continuing operations was $22.0 million, or $0.42 per diluted share, for the third quarter of fiscal year 2010. This compares to adjusted income from continuing operations of $18.6 million, or $0.36 per diluted share, in the third quarter of fiscal year 2009.

The Company’s adjusted EBITDA (earnings before interest, taxes, depreciation and amortization and excluding discontinued operations and items impacting comparability) for the third quarter of fiscal year 2010 was $45.9 million compared to $37.8 million in the third quarter of fiscal year 2009.

The Company reported revenues for the nine months ended July 31, 2010 of $2.6 billion, flat compared to year-ago revenues of $2.6 billion. Net income for the first nine months of fiscal year 2010 was $42.3 million, an increase of 7.8% compared to $39.3 million for the first nine months of fiscal year 2009. Net income per diluted share for the first nine months of fiscal year 2010 was $0.80 per diluted share compared to $0.76 per diluted share for the first nine months of fiscal year 2009. Income from continuing operations for the first nine months of fiscal year 2010 was $42.4 million, or $0.80 per diluted share, compared to $40.2 million, or $0.78 per diluted share, for the first nine months of fiscal year 2009. Adjusted income from continuing operations for the first nine months of fiscal year 2010 was $47.9 million, or $0.91 per diluted share, compared to $48.0 million, or $0.93 per diluted share, for the first nine months of fiscal year 2009. Adjusted EBITDA for the first nine months of fiscal year 2010 was $108.0 million compared to $104.2 million for the first nine months of fiscal year 2009.

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The Company also announced that the Board of Directors has declared a fourth quarter cash dividend of $0.135 per common share payable on November 1, 2010 to stockholders of record on October 7, 2010. This will be ABM’s 178^th consecutive quarterly cash dividend.

Guidance

As a result of the slower pace of economic recovery, the Company estimates that full fiscal year 2010 income from continuing operations per diluted share will be in the range of $1.15 to $1.19 and adjusted income from continuing operations per diluted share, for the same period, will be in the range of $1.33 to $1.37.

Conference Call

On Wednesday September 1, 2010 at 9:00 a.m. (EDT), ABM will host a live webcast of remarks by President and Chief Executive Officer Henrik Slipsager and Executive Vice President and Chief Financial Officer James Lusk.

The webcast will be accessible at: http://investor.abm.com/eventdetail.cfm?eventid=85230

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 877-664-7395 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 800-642-1687 and then entering ID # 95089486.

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 more than 90,000 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. For more information visit www.abm.com.

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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 quarterly report on Form 10-Q for the quarter ended July 31, 2010. 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 and adversely affect our labor force, operations and financial results and our reputation; (20) labor disputes could lead to loss of revenues or expense variations; (21) federal health care reform legislation may adversely affect our business and results of operations; (22) we participate in multi-employer defined benefit plans which could result in substantial liabilities being incurred; and (23) natural disasters or acts of terrorism could disrupt our services. Additional information regarding these and other risks and uncertainties the Company faces is contained in the Company’s Annual Report on Form 10-K for the year ended October 31, 2009 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, as adjusted for items impacting comparability, for the third quarter and first nine months of fiscal years 2010 and 2009. The Company also presents guidance for fiscal year 2010, as adjusted. 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 third quarter and first nine months of fiscal years 2010 and 2009. 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.)

###

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Financial Schedules

ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED INCOME STATEMENT INFORMATION (UNAUDITED)

	Quarter Ended July 31,						Increase
(In thousands, except per share data)	2010			2009			(Decrease)
Revenues	$	869,029		$	870,635			(0.2	)%
Expenses
Operating		776,224			782,449			(0.8	)%
Selling, general and administrative		54,697			64,736			(15.5	)%
Amortization of intangible assets		2,782			2,952			(5.8	)%
Total expenses		833,703			850,137			(1.9	)%
Operating profit		35,326			20,498			72.3	%
Other-than-temporary impairment losses on auction rate security:
Gross impairment losses		—			3,575		NM		*
Impairments recognized in other comprehensive income		—			(2,009	)	NM		*
Interest expense		1,149			1,472			(21.9	)%
Income from continuing operations before income taxes		34,177			17,460			95.7	%
Provision for income taxes		13,204			5,060			160.9	%
Income from continuing operations		20,973			12,400			69.1	%
Loss from discontinued operations, net of taxes		(10	)		(124	)	NM		*
Net Income	$	20,963		$	12,276			70.8	%
Net Income Per Common Share — Basic
Income from continuing operations	$	0.40		$	0.24			66.7	%
Loss from discontinued operations		—			—		NM		*
Net Income	$	0.40		$	0.24			66.7	%
Net Income Per Common Share — Diluted
Income from continuing operations	$	0.40		$	0.24			66.7	%
Loss from discontinued operations		—			—		NM		*
Net Income	$	0.40		$	0.24			66.7	%
*    Not Meaningful
Average Common And Common Equivalent Shares
Basic		52,149			51,471
Diluted		52,996			51,937
Dividends Declared Per Common Share	$	0.135		$	0.130

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ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED INCOME STATEMENT INFORMATION (UNAUDITED)

	Nine Months Ended July 31,						Increase
(In thousands, except per share data)	2010			2009			(Decrease)
Revenues	$	2,594,374		$	2,613,818			(0.7	)%
Expenses
Operating		2,330,299			2,335,865			(0.2	)%
Selling, general and administrative		182,743			200,388			(8.8	)%
Amortization of intangible assets		8,251			8,455			(2.4	)%
Total expenses		2,521,293			2,544,708			(0.9	)%
Operating profit		73,081			69,110			5.7	%
Other-than-temporary impairment losses on auction rate security:
Gross impairment losses		114			3,575		NM		*
Impairments recognized in other comprehensive income		13			(2,009	)	NM		*
Interest expense		3,541			4,453			(20.5	)%
Income from continuing operations before income taxes		69,413			63,091			10.0	%
Provision for income taxes		26,981			22,887			17.9	%
Income from continuing operations		42,432			40,204			5.5	%
Loss from discontinued operations, net of taxes		(117	)		(934	)	NM		*
Net Income	$	42,315		$	39,270			7.8	%
Net Income Per Common Share — Basic
Income from continuing operations	$	0.81		$	0.79			2.5	%
Loss from discontinued operations		—			(0.02	)	NM		*
Net Income	$	0.81		$	0.77			5.2	%
Net Income Per Common Share — Diluted
Income from continuing operations	$	0.80		$	0.78			2.6	%
Loss from discontinued operations		—			(0.02	)	NM		*
Net Income	$	0.80		$	0.76			5.3	%
*     Not Meaningful
Average Common And Common Equivalent Shares
Basic		51,992			51,294
Diluted		52,754			51,653
Dividends Declared Per Common Share	$	0.405		$	0.390

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ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

SELECTED CONSOLIDATED CASH FLOW INFORMATION (UNAUDITED)

	Quarter Ended July 31,
(In thousands)	2010			2009
Net cash provided by continuing operating activities		35,219			8,296
Net cash provided by discontinued operating activities		748			968
Net cash provided by operating activities	$	35,967		$	9,264
Net cash used in investing activities	$	(36,193	)	$	(24,179	)
Proceeds from exercises of stock options (including income tax benefit)		3,121			1,690
Dividends paid		(7,037	)		(6,693	)
Borrowings from line of credit		69,500			182,000
Repayment of borrowings from line of credit		(64,500	)		(168,000	)
Changes in book cash overdrafts		11,101			9,427
Net cash provided by financing activities	$	12,185		$	18,424

	Nine Months Ended July 31,
(In thousands)	2010			2009
Net cash provided by continuing operating activities		72,959			52,636
Net cash provided by discontinued operating activities		7,331			23,829
Net cash provided by operating activities	$	80,290		$	76,465
Net cash used in investing activities	$	(47,932	)	$	(32,293	)
Proceeds from exercises of stock options (including income tax benefit)		6,166			3,206
Dividends paid		(21,051	)		(20,007	)
Borrowings from line of credit		298,500			525,000
Repayment of borrowings from line of credit		(321,000	)		(559,000	)
Changes in book cash overdrafts		3,776			3,461
Net cash used in financing activities	$	(33,609	)	$	(47,340	)

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ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET INFORMATION (UNAUDITED)

	July 31,		October 31,
(In thousands)	2010		2009
Assets
Cash and cash equivalents	$	32,902	$	34,153
Trade accounts receivable, net		458,689		445,241
Prepaid income taxes		6,238		13,473
Current assets of discontinued operations		5,554		10,787
Prepaid expenses		41,760		38,781
Notes receivable and other		17,964		21,374
Deferred income taxes, net		49,752		52,171
Insurance recoverables		4,898		5,017
Total current assets		617,757		620,997
Non-current assets of discontinued operations		2,060		4,567
Insurance deposits		42,161		42,500
Other investments and long-term receivables		4,980		6,240
Deferred income taxes, net		55,994		63,444
Insurance recoverables		65,819		67,100
Other assets		34,425		32,446
Investments in auction rate securities		19,589		19,531
Property, plant and equipment, net		59,860		56,892
Other intangible assets, net		62,749		60,199
Goodwill		563,404		547,237
Total assets	$	1,528,798	$	1,521,153
Liabilities
Trade accounts payable	$	80,313	$	84,701
Accrued liabilities
Compensation		85,673		93,095
Taxes — other than income		15,293		17,539
Insurance claims		78,397		78,144
Other		74,098		66,279
Income taxes payable		1,591		1,871
Current liabilities of discontinued operations		845		1,065
Total current liabilities		336,210		342,694
Income taxes payable		27,432		17,763
Line of credit		150,000		172,500
Retirement plans and other		31,694		32,963
Insurance claims		266,572		268,183
Total liabilities		811,908		834,103
Stockholders’ Equity		716,890		687,050
Total liabilities and stockholders’ equity	$	1,528,798	$	1,521,153

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ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

REVENUES AND OPERATING PROFIT BY SEGMENT (UNAUDITED)

	Quarter Ended July 31,						Increase
(In thousands)	2010			2009			(Decrease)
Revenues
Janitorial	$	583,015		$	595,115			(2.0	)%
Parking		114,222			114,721			(0.4	)%
Security		84,900			84,501			0.5	%
Engineering		86,572			75,782			14.2	%
Corporate		320			516			(38.0	)%
	$	869,029		$	870,635			(0.2	)%
Operating Profit
Janitorial	$	38,615		$	35,043			10.2	%
Parking		5,823			4,968			17.2	%
Security		2,026			2,751			(26.4	)%
Engineering		5,883			4,857			21.1	%
Corporate		(17,021	)		(27,121	)		37.2	%
Operating profit		35,326			20,498			72.3	%
Other-than-temporary impairment losses on auction rate security:
Gross impairment losses		—			3,575		NM		*
Impairments recognized in other comprehensive income		—			(2,009	)	NM		*
Interest expense		1,149			1,472			(21.9	)%
Income from continuing operations before income taxes	$	34,177		$	17,460			95.7	%

	Nine Months Ended July 31,						Increase
(In thousands)	2010			2009			(Decrease)
Revenues
Janitorial	$	1,741,140		$	1,792,879			(2.9	)%
Parking		340,813			343,737			(0.9	)%
Security		249,209			252,487			(1.3	)%
Engineering		262,113			223,192			17.4	%
Corporate		1,099			1,523			(27.8	)%
	$	2,594,374		$	2,613,818			(0.7	)%
Operating Profit
Janitorial	$	101,724		$	102,248			(0.5	)%
Parking		16,033			13,969			14.8	%
Security		4,313			5,942			(27.4	)%
Engineering		15,731			13,561			16.0	%
Corporate		(64,720	)		(66,610	)		2.8	%
Operating profit		73,081			69,110			5.7	%
Other-than-temporary impairment losses on auction rate security:
Gross impairment losses		114			3,575		NM		*
Impairments recognized in other comprehensive income		13			(2,009	)	NM		*
Interest expense		3,541			4,453			(20.5	)%
Income from continuing operations before income taxes	$	69,413		$	63,091			10.0	%

* Not Meaningful

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

	Quarter Ended July 31,						Nine Months Ended July 31,
(in thousands, except per share data)	2010			2009			2010			2009
Reconciliation of Adjusted Income from Continuing Operations to Net Income
Adjusted Income from Continuing Operations	$	21,952		$	18,611		$	47,917		$	47,970
Items Impacting Comparability, net of taxes		(979	)		(6,211	)		(5,485	)		(7,766	)
Income from Continuing Operations		20,973			12,400			42,432			40,204
Loss from Discontinued Operations		(10	)		(124	)		(117	)		(934	)
Net Income	$	20,963		$	12,276		$	42,315		$	39,270
Reconciliation of Adjusted Income from Continuing Operations to Income from Continuing Operations
Adjusted Income from Continuing Operations	$	21,952		$	18,611		$	47,917		$	47,970
Items Impacting Comparability:
Corporate Initiatives (a)		—			(5,131	)		(1,869	)		(17,294	)
Acquistion Costs (b)		(552	)		—			(1,658	)		—
Third-Party Administrator Legal Settlement		—			—			—			9,601
Litigation Contingency		(1,006	)		—			(5,406	)		—
Insurance Adjustments		—			(3,535	)		—			(3,535	)
Credit Loss on Auction Rate Security		—			(1,566	)		—			(1,566	)
Total Items Impacting Comparability		(1,558	)		(10,232	)		(8,933	)		(12,794	)
Income Taxes Benefit		579			4,021			3,448			5,028
Items Impacting Comparability, net of taxes		(979	)		(6,211	)		(5,485	)		(7,766	)
Income from Continuing Operations	$	20,973		$	12,400		$	42,432		$	40,204
Reconciliation of Adjusted EBITDA to Net Income
Adjusted EBITDA	$	45,912		$	37,798		$	107,959		$	104,209
Items Impacting Comparability		(1,558	)		(10,232	)		(8,933	)		(12,794	)
Discontinued Operations		(10	)		(124	)		(117	)		(934	)
Income Tax		(13,204	)		(5,060	)		(26,981	)		(22,887	)
Interest Expense		(1,149	)		(1,472	)		(3,541	)		(4,453	)
Depreciation and Amortization		(9,028	)		(8,634	)		(26,072	)		(23,871	)
Net Income	$	20,963		$	12,276		$	42,315		$	39,270

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(Continued)

Reconciliation of Adjusted Income from Continuing Operations per Diluted
Share to Income from Continuing Operations per Diluted Share

	Quarter Ended July 31,						Nine Months Ended July 31,
	2010			2009			2010			2009
Adjusted Income from Continuing Operations per Diluted Share	$	0.42		$	0.36		$	0.91		$	0.93
Items Impacting Comparability, net of taxes		(0.02	)		(0.12	)		(0.11	)		(0.15	)
Income from Continuing Operations per Diluted Share	$	0.40		$	0.24		$	0.80		$	0.78
Diluted Shares		52,996			51,937			52,754			51,653

(a)	Corporate initiatives and other 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
(b)	Includes the write-off of deferred acquisition costs and the expensing of costs incurred related to potential acquistions due to the adoption of an accounting principle.

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ABM Industries Incorporated and Subsidiaries
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	$	1.33		$	1.37
Adjustments to Income from Continuing Operations (a)		(0.18	)		(0.18	)
Income from Continuing Operations per Diluted Share	$	1.15		$	1.19

(a) Adjustments to income from continuing operations are expected to include additional costs associated with the implementation of new information technology systems and other unique items impacting comparability.

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EX-99.2

Exhibit 99.2

Third Quarter Earnings Conference Call September 1, 2010

Agenda 1 Introduction of Call Participants 2 Third Quarter 2010 Highlights 3 Financial Review 4 Operating Results 5 Fiscal 2010 Annual Guidance

Forward Looking Statement

Statements Relating to Non-GAAP Financial Measures During the course of this presentation, certain non- GAAP financial measures described as "Adjusted EBITDA," "Adjusted Income from Continuing Operations," and "Adjusted Income from Continuing Operations per Diluted Share" that were not prepared in accordance with U.S. GAAP will be presented.A reconciliation of these non-GAAP financial measures to GAAP financial measures is available on the Company's website under "Investor Relations" and at the end of this presentation.

Third Quarter 2010 Financial Highlights

Third Quarter 2010 Fiscal Highlights Met our expectations for the third quarterQ3 revenue flatAdjusted EBITDA up nearly 22% to $45.9 millionOne less day of labor expense accounted for $3.6 million SG&A expenses decrease over 15% due to cost controls and lower compensation costsFiscal 2009 Third Quarter included $1.8 million tax creditCash Flow from continuing operations of $35 million, up $27millionIntegration of Diversco proceeding as plannedAnnounced our 178th consecutive dividend

Third Quarter Financial Results (unaudited)

Select Cash Flow Information (unaudited)

Select Balance Sheet Information Days sales outstanding for third quarter were 48 days. Unchanged on a sequential basis and down two days on a year-over-year basis Insurance comparison Comparison of working capital and net trade receivables

Division Revenues1 SummaryRevenue flat year-over-year with lower than anticipated contribution from Janitorial segment but largest region by revenue - Northeast - achieved year over year increaseEngineering revenue up 14.2% year-over-year as division secures new customers and continues to build on momentumParking experienced modest pickup from airport clients and lease revenue but revenues from managed parking facilities down $1.4 millionAll segments continue to report improving sales activityDiversco contributes $6.9 million 1 Excludes Corporate

Division Profits1 SummaryJanitorial benefited from one less day of labor expense Engineering continues to benefit from growing revenues and an improved client mix Parking benefits from higher lease and allowance revenues and cost controlsSecurity profitability down from reduction in the level and scope of client services provided to certain accounts with higher gross profit margins 1 Excludes Corporate

Fiscal 2010 Outlook Anticipate revenue improvement in fourth quarter Expect operating cash flow to remain strongOn track to leverage investments in infrastructure for 2011 savingsGuidance Fiscal Year 2010Full year income from continuing operations of $1.15 to $1.19 per diluted shareAdjusted income from continuing operations of $1.33 to $1.37 per diluted share

Appendix

Unaudited Reconciliation of non-GAAP Financial Measures (in thousands)

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

Unaudited Reconciliation of non-GAAP Financial Measures