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): January 18, 2006

ABM Industries Incorporated

(Exact name of registrant as specified in its charter)

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

160 Pacific Avenue, Suite 222, San Francisco, California		94111
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (415) 733-4000

Not Applicable

(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 January 18, 2006, ABM Industries Incorporated (the “Company”) issued a press release announcing that it had filed a Form 12b-25 notice with respect to its Annual Report on Form 10-K for the fiscal year ended October 31, 2005. The press release, which is attached to this Current Report on Form 8-K as Exhibit 99.1, contained certain information regarding the Company’s financial condition at the end of fiscal year 2005 and results of operations for fiscal year 2005 and is incorporated into this item by reference.

Item 9.01      Financial Statements and Exhibits

(d) Exhibits

99.1		Press Release dated January 18, 2006 regarding filing of Form 12b-25

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.

Exhibit Index

No.		Description
99.1		Press Release dated January 18, 2006 regarding filing of Form 12b-25

EXHIBIT 99.1

Contact:

ABM Industries, Inc.
Linda S. Auwers (Senior Vice President and General Counsel)
(415) 733-4000

ABM Industries Files Form 12b-25 with the Securities and Exchange Commission

San Francisco, CA — January 18, 2006 — ABM Industries Incorporated (NYSE: ABM) today filed a Form 12b-25 with the Securities and Exchange Commission (SEC) to report that it anticipates filing by February 1, 2006 its Annual Report on Form 10-K for the year ended October 31, 2005. The Annual Report was due January 17, 2006.

ABM has experienced unanticipated delays in completing the reconciliation of certain accounts affecting one of its operating units. These delays have in turn caused delays in completing the Company’s financial statements for the fiscal year ended October 31, 2005 and management’s assessment of internal control over financial reporting, the completion of which is a necessary prerequisite to the filing of its Annual Report on Form 10-K for such fiscal year. The accounts in question are associated with a subsidiary acquired in the Company’s Security segment in 2004.

The Company issued a preliminary earnings release on December 14, 2005 for the fiscal year ended October 31, 2005. In connection with the reconciliation of the accounts in question, the Company has determined that the estimates of cash and cash equivalents contained in this preliminary release will likely be reduced by approximately $6.8 million to approximately $57.2 million at October 31, 2005. The operating profit of the Security segment included in the preliminary numbers ($13.6 million in 2005) may require reduction. Any such reduction would reduce the net income from continuing operations and net income of the Company as a whole from the numbers cited for 2005 and above and in the preliminary earnings release, and may otherwise alter the amounts of other items included in the preliminary earnings release.

About ABM Industries

ABM Industries Incorporated is among the largest facility services contractors listed on the New York Stock Exchange. With more than 73,000 employees, ABM provides janitorial, parking, security, engineering and lighting services for thousands of commercial, industrial, institutional and retail facilities in hundreds of cities across the United States and British Columbia, Canada. The ABM Family of Services includes ABM Janitorial; Ampco System Parking; ABM Security, which includes American Commercial Security (ACSS) and Security Services of America (SSA); ABM Facility Services; ABM Engineering; and Amtech Lighting 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 plans and assumptions. Any number of factors could cause the Company’s actual results to differ materially from those anticipated. These risks and uncertainties include, but are not limited to: (1) a further delay in the filing of the Company’s Annual Report on Form 10-K and an adverse internal control evaluation under Section 404 of the Sarbanes-Oxley Act that affects ABM’s stock price; (2) a change in the frequency or severity of claims against the Company, a deterioration in claims management, or the cancellation or non-renewal of the Company’s primary insurance policies; (3) a change in actuarial analysis that causes an unanticipated change in insurance reserves; (4) the loss of long-term customers; (5) intense competition that lowers revenue or reduces margins; (6) labor disputes that lead to a loss of sales and expense variations; (7) acquisition activity slows or is unsuccessful; (8) a decline in commercial office building occupancy and rental rates lowers sales and profitability; (9) weakness in airline travel and the hospitality industry that affects the results of the Company’s Parking segment; (10) financial difficulties or bankruptcy of a major customer; (11) an increase in costs that the Company cannot pass on to customers; (12) a significant increase in the Company’s significant accounting and other control costs; (13) natural disasters or acts of terrorism that disrupt the Company in providing services; and (14) other issues and uncertainties that may include: new accounting pronouncements or changes in accounting policies, labor shortages that adversely affect the Company’s ability to employ entry level personnel, legislation or other governmental action that detrimentally impacts the Company’s expenses or reduces sales by adversely affecting the Company’s customers such as state or locally mandated healthcare benefits, impairment of goodwill and other intangible assets, a reduction or revocation of the Company’s line of credit that increases interest expense and the cost of capital, and the resignation, termination, death or disability of one or more of the Company’s key executives that adversely affects customer retention or day-to-day management of the Company. Additional information regarding these and other risks and uncertainties the Company faces is contained in the Company’s Annual Report on Form 10-K and in other reports it files from time to time with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

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