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): September 2, 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

(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 September 2, 2009, ABM Industries Incorporated (the “Company”) issued a press release announcing financial results related to the third 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 September 2, 2009, the Company announced that the Board of Directors of the Company declared a quarterly dividend of $0.13 per share, payable on November 2, 2009 to stockholders of record on October 8, 2009. 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 3, 2009 relating to the Company’s financial results for the third 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 September 2, 2009, announcing financial results related to the third quarter of fiscal year 2009 and the declaration of a dividend payable November 2, 2009 to stockholders of record on October 8, 2009.

99.2

Slides of ABM Industries Incorporated, dated September 3, 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.

EXHIBIT INDEX

99.1

Press Release issued by ABM Industries Incorporated, dated September 2, 2009, announcing financial results related to the third quarter of fiscal year 2009 and the declaration of a dividend.

99.2

Slides of ABM Industries Incorporated, dated September 3, 2009.

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 2009 FINANCIAL RESULTS
AND DECLARES QUARTERLY DIVIDEND

Net Income Declines, Primarily Driven By Prior-Year Insurance Adjustments

Adjusted Income from Continuing Operations Increases 18%

Company Declares 174^th Consecutive Quarterly Dividend

		Three Months Ended												Nine Months Ended
		July 31,								Increase				July 31,								Increase
(in millions)		2009				2008				(Decrease)				2009				2008				(Decrease)
Revenues		$	870.6			$	923.7				(5.7	)%		$	2,613.8			$	2,717.8				(3.8	)%
Income from continuing operations			12.4				16.3				(24.1	)%			40.2				37.9				6.0	%
Net Income			12.3				16.4				(25.2	)%			39.3				33.9				16.0	%
Adjusted income from continuing operations			18.7				15.8				18.4	%			48.0				37.7				27.3	%
Net cash provided by operating activities		$	9.3			$	15.7				(41.0	)%		$	76.5			$	36.8				107.6	%

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

NEW YORK, NY — September 2, 2009 — ABM Industries Incorporated (NYSE:ABM) today reported revenues for the third quarter of fiscal year 2009 of $870.6 million compared to third quarter of fiscal year 2008 revenues of $923.7 million. Net income for the third quarter of fiscal year 2009 was $12.3 million, a 25.2% decrease from $16.4 million in the year-ago quarter. Net income for the third quarter of fiscal year 2009 included a $2.2 million after-tax insurance expense related to prior years compared to a $4.6 million after-tax insurance benefit related to prior years in the year-ago quarter. Earnings per diluted share for the third quarter of fiscal year 2009 decreased 25.0% to $0.24 compared to third quarter of fiscal year 2008 earnings per diluted share of $0.32.

Income from continuing operations for the third quarter of fiscal year 2009 was $12.4 million ($0.24 per diluted share) compared to $16.3 million ($0.32 per diluted share) in the third quarter of fiscal year 2008. Adjusted income from continuing operations increased to $18.7 million, or $0.36 per diluted share, for the third quarter of fiscal year 2009, which excludes the $2.2 million after-tax insurance expense noted above and approximately $3 million after-tax costs related to the closing stages of the corporate initiatives which began in 2007. This compares to $15.8 million, or $0.31 per diluted share, in the third quarter of fiscal year 2008, which excludes a net $0.5 million benefit from items impacting comparability. (See accompanying financial tables for supplemental financial data and corresponding reconciliations to certain GAAP financial measures.)

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 2009 was $37.8 million compared to $35.0 million in the year-ago quarter. (See accompanying financial tables for supplemental financial data and corresponding reconciliations to certain GAAP financial measures.)

“We continue to deliver strong results from our operating divisions,” said Henrik Slipsager, president and chief executive officer of ABM Industries Incorporated. “I am pleased that revenues in our third quarter increased slightly over the second quarter as we start to see signs of an improving economy. Combined, our operating divisions increased profits and margins, driven by aggressive cost controls. Adjusted income from continuing operations increased 18% for the quarter and adjusted EBITDA, a key measure of the strength of our operations, was up 8% year-over-year for the third quarter and nearly 14% for the first nine months of the fiscal year.” (See accompanying financial tables for supplemental financial data and corresponding reconciliations to certain GAAP financial measures.)

Slipsager added: “We also continue to generate strong operating cash flow across the business. Net cash from operations increased to approximately $77 million through the first nine months of the year, which helped support our acquisition of facility services assets from Control Holding Group during the quarter. Additionally, we continue to reduce borrowings under our line of credit, net of acquisitions. These ongoing aggressive steps to improve profitability and generate cash from operations strongly position the Company for a rebound in the U.S economy.”

The Company reported net income for the nine months ended July 31, 2009 of $39.3 million, an increase of 16.0% compared to $33.9 million for the first nine months of fiscal year 2008. Earnings per diluted share for the first nine months of fiscal year 2009 increased 15.2% to $0.76 per diluted share compared to $0.66 per diluted share in the first nine months of fiscal year 2008. Income from continuing operations for the first nine months of fiscal year 2009 increased to $40.2 million ($0.78 per diluted share) compared to $37.9 million ($0.74 per diluted share) for the first nine months of fiscal year 2008. Adjusted income from continuing operations for the first nine months of fiscal year 2009 was $48.0 million, or $0.93 per diluted share, compared to $37.7 million, or $0.74 per diluted share, for the first nine months of 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 fourth quarter cash dividend of $0.13 per common share payable on November 2, 2009 to stockholders of record on October 8, 2009. This will be ABM’s 174^th consecutive quarterly cash dividend.

Guidance

The Company now estimates that full fiscal year 2009 income from continuing operations per diluted share will be in the range of $1.05 to $1.15, which takes into consideration the unanticipated impact of the insurance expense related to prior years. The Company is reaffirming its guidance for fiscal year 2009 adjusted income from continuing operations per diluted share, which it expects will be in the range of $1.25 to $1.35. (See

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

Conference Call

On Thursday, September 3, 2009 at 9:00 a.m. (EDT), 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=71925

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 877-627-6566 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 #7514121.

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 2008 revenues in excess of $3.6 billion and approximately 100,000 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 quarterly report on Form 10-Q for the quarter ended July 31,2009. Any number of factors could cause the Company’s actual results to differ materially from those anticipated. These factors include but are not limited to: (1) further declines in commercial office building occupancy and rental rates relating to a deepening of the current recession; (2) the inability to attract or grow revenues from new customers or loss of customers or financial difficulties or bankruptcy of a major customer or multiple customers; (3) the inability of customers to access the credit markets impacting the Company’s ability to collect receivables; (4) a slowdown in the Company’s acquisition activity, diversion of management focus from operations as a result of acquisitions or failure to timely realize anticipated cost savings and synergies from acquisitions; (5) intense competition that lowers revenue or reduces margins; (6) an increase in costs that the Company cannot pass on to customers; (7) functional delays and resource constraints related to the Company’s transition to new information technology systems, the support of multiple concurrent projects relating to these systems and delays in completing such projects; (8) unanticipated costs or service disruptions associated with the transition of certain IT services from IBM to third-party vendors or associated with providing those services internally; (9) disruption in functions affected by the transition to Shared Services Centers; (10) the inability to collect accounts receivable retained by the Company in connection with the sale of its lighting business; (11) changes in estimated claims or in the frequency or severity of claims against the Company, deterioration in claims management, cancellation or non-renewal of the Company’s primary insurance policies or changes in the Company’s customers’ insurance needs; (12) future fluctuations in the fair value of the Company’s investment in auction rate securities that are deemed other-than-temporarily impaired; (13) increase in debt service requirements; (14) labor disputes leading to a loss of sales or

expense variations; (15) natural disasters or acts of terrorism that disrupt the Company in providing services; (16) events or circumstances that may result in impairment of goodwill recognized on the OneSource or other acquisitions; (17) significant accounting and other control costs that reduce the Company’s profitability; and (18) the unfavorable outcome in one or more of the several class and representative action lawsuits alleging various wage and hour claims or in other litigation. 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 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.

Use of Non-GAAP Financial Information

To supplement ABM’s consolidated financial information, the Company has presented income from continuing operations for the third quarter and first nine months of fiscal years 2009 and 2008 and guidance for fiscal year 2009, 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 third quarter and first nine months of 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)

		July 31,				October 31,
		2009				2008 (a)
Assets
Cash and cash equivalents		$	23,573			$	26,741
Trade accounts receivable, net			470,545				473,263
Prepaid income taxes			15,151				7,097
Current assets of discontinued operations			16,780				34,508
Prepaid expenses and other			58,981				57,011
Deferred income taxes, net			55,392				57,463
Insurance recoverables			4,817				5,017
Total current assets			645,239				661,100
Non-current assets of discontinued operations			5,846				11,205
Insurance deposits			42,506				42,506
Other investments and long-term receivables			5,524				4,470
Deferred income taxes, net			72,512				88,704
Insurance recoverables			67,300				66,600
Other assets			31,182				23,310
Investments in auction rate securities			19,655				19,031
Property, plant and equipment, net			59,438				61,067
Other intangible assets, net			63,084				62,179
Goodwill			548,978				535,772
Total assets		$	1,561,264			$	1,575,944
Liabilities
Trade accounts payable		$	87,511			$	104,930
Accrued liabilities Compensation			93,032				88,951
Taxes — other than income			19,638				20,270
Insurance claims			84,500				84,272
Other			78,013				76,590
Income taxes payable			4,504				2,025
Current liabilities of discontinued operations			12,316				10,082
Total current liabilities			379,514				387,120
Income taxes payable			14,369				15,793
Line of credit			196,000				230,000
Retirement plans and other			37,754				37,095
Insurance claims			259,010				261,885
Total liabilities			886,647				931,893
Stockholders’ Equity			674,617				644,051
Total liabilities and stockholders’ equity		$	1,561,264			$	1,575,944

(a)		Amounts shown as of October 31, 2008 reflect the reclassification of certain net book credit cash balances which increased cash and cash equivalents and trade accounts payable. The reclassification resulted in an increase in cash and cash equivalents and trade accounts payable as of October 31, 2008 in the amount of $26.0 million. In addition, $8.9 million has been reclassed from other accrued liabilities to trade accounts payable as of October 31, 2008, related to certain net book credit cash balances that were previously reclassed.

CONDENSED CONSOLIDATED CASH FLOW INFORMATION (UNAUDITED)

		Three Months Ended July 31,
		2009				2008 (a)
Net cash provided by continuing operating activities			8,295				13,369
Net cash provided by discontinued operating activities			968				2,326
Net cash provided by operating activities		$	9,263			$	15,695
Net cash used in continuing investing activities			(24,179	)			(10,363	)
Net cash provided by discontinued investing activities			—				189
Net cash used in investing activities		$	(24,179	)		$	(10,174	)
Proceeds from exercises of stock options (including income tax benefit)			1,690				5,197
Dividends paid			(6,693	)			(6,330	)
Borrowings from line of credit			182,000				136,000
Repayment of borrowings from line of credit			(168,000	)			(152,500	)
Book overdraft payable			9,427				7,079
Net cash provided by (used in) financing activities		$	18,424			$	(10,554	)

		Nine Months Ended July 31,
		2009				2008 (a)
Net cash provided by continuing operating activities			52,636				30,950
Net cash provided by discontinued operating activities			23,829				5,883
Net cash provided by operating activities		$	76,465			$	36,833
Net cash used in continuing investing activities			(32,293	)			(446,990	)
Net cash provided by discontinued investing activities			—				174
Net cash used in investing activities		$	(32,293	)		$	(446,816	)
Proceeds from exercises of stock options (including income tax benefit)			3,206				12,985
Dividends paid			(20,007	)			(18,901	)
Borrowings from line of credit			525,000				658,500
Repayment of borrowings from line of credit			(559,000	)			(373,500	)
Book overdraft payable			3,461				7,776
Net cash (used in) provided by financing activities		$	(47,340	)		$	286,860

CONDENSED CONSOLIDATED INCOME STATEMENT INFORMATION (UNAUDITED)

		Three Months Ended July 31,								Increase
		2009				2008				(Decrease)
Revenues		$	870,635			$	923,667				(5.7	)%
Expenses
Operating			782,449				818,887				(4.4	)%
Selling, general and administrative			64,736				72,317				(10.5	)%
Amortization of intangible assets			2,952				2,518				17.2	%
Total expenses			850,137				893,722				(4.9	)%
Operating profit			20,498				29,945				(31.5	)%
Other-than-temporary impairment losses on auction rate securities:
Gross impairment losses			3,575				—			NM		*
Impairments recognized in other comprehensive income			(2,009	)			—			NM		*
Interest expense			1,472				3,338				(55.9	)%
Income from continuing operations before income taxes			17,460				26,607				(34.4	)%
Provision for income taxes			5,060				10,263				(50.7	)%
Income from continuing operations			12,400				16,344				(24.1	)%
(Loss) income from discontinued operations			(124	)			68			NM		*
Net Income		$	12,276			$	16,412				(25.2	)%
Net Income Per Common Share — Basic
Income from continuing operations		$	0.24			$	0.32				(25.0	)%
(Loss) income from discontinued operations			—				—			NM		*
		$	0.24			$	0.32				(25.0	)%
Net Income Per Common Share — Diluted
Income from continuing operations		$	0.24			$	0.32				(25.0	)%
(Loss) income from discontinued operations			—				—			NM		*
		$	0.24			$	0.32				(25.0	)%
* Not Meaningful
Average Common And Common Equivalent Shares
Basic			51,471				50,653
Diluted			51,937				51,650
Dividends Declared Per Common Share		$	0.130			$	0.125

CONDENSED CONSOLIDATED INCOME STATEMENT INFORMATION (UNAUDITED)

		Nine Months Ended July 31,								Increase
		2009				2008				(Decrease)
Revenues		$	2,613,818			$	2,717,808				(3.8	)%
Expenses
Operating			2,335,865				2,428,989				(3.8	)%
Selling, general and administrative			200,388				207,694				(3.5	)%
Amortization of intangible assets			8,455				7,443				13.6	%
Total expenses			2,544,708				2,644,126				(3.8	)%
Operating profit			69,110				73,682				(6.2	)%
Other-than-temporary impairment losses on auction rate securities:
Gross impairment losses			3,575				—				NM	*
Impairments recognized in other comprehensive income			(2,009	)			—				NM	*
Interest expense			4,453				11,928				(62.7	)%
Income from continuing operations before income taxes			63,091				61,754				2.2	%
Provision for income taxes			22,887				23,839				(4.0	)%
Income from continuing operations			40,204				37,915				6.0	%
Loss from discontinued operations			(934	)			(4,065	)			NM	*
Net Income		$	39,270			$	33,850				16.0	%
Net Income Per Common Share — Basic
Income from continuing operations		$	0.79			$	0.75				5.3	%
Loss from discontinued operations			(0.02	)			(0.08	)			NM	*
		$	0.77			$	0.67				14.9	%
Net Income Per Common Share — Diluted
Income from continuing operations		$	0.78			$	0.74				5.4	%
Loss from discontinued operations			(0.02	)			(0.08	)			NM	*
		$	0.76			$	0.66				15.2	%
*   Not Meaningful
Average Common And Common Equivalent Shares
Basic			51,294				50,388
Diluted			51,653				51,278
Dividends Declared Per Common Share		$	0.390			$	0.380

REVENUES AND OPERATING PROFIT BY SEGMENT (UNAUDITED)

		Three Months Ended July 31,								Increase
		2009				2008				(Decrease)
Revenues
Janitorial		$	595,115			$	638,508				(6.8	)%
Parking			114,721				119,814				(4.3	)%
Security			84,501				85,347				(1.0	)%
Engineering			75,782				79,616				(4.8	)%
Corporate			516				382				35.1	%
		$	870,635			$	923,667				(5.7	)%
Operating Profit
Janitorial		$	35,043			$	31,678				10.6	%
Parking			4,968				5,464				(9.1	)%
Security			2,751				2,068				33.0	%
Engineering			4,857				5,523				(12.1	)%
Corporate			(27,121	)			(14,788	)			83.4	%
Operating profit			20,498				29,945				(31.5	)%
Other-than-temporary impairment losses on auction rate securities:
Gross impairment losses			3,575				—				NM	*
Impairments recognized in other comprehensive income			(2,009	)			—				NM	*
Interest expense			1,472				3,338				(55.9	)%
Income from continuing operations   before income taxes		$	17,460			$	26,607				(34.4	)%

		Nine Months Ended July 31,								Increase
		2009				2008				(Decrease)
Revenues
Janitorial		$	1,792,879			$	1,870,096				(4.1	)%
Parking			343,737				356,346				(3.5	)%
Security			252,487				248,573				1.6	%
Engineering			223,192				240,777				(7.3	)%
Corporate			1,523				2,016				(24.5	)%
		$	2,613,818			$	2,717,808				(3.8	)%
Operating Profit
Janitorial		$	102,248			$	82,464				24.0	%
Parking			13,969				13,717				1.8	%
Security			5,942				4,933				20.5	%
Engineering			13,561				13,335				1.7	%
Corporate			(66,610	)			(40,767	)			63.4	%
Operating profit			69,110				73,682				(6.2	)%
Other-than-temporary impairment losses on auction rate securities:
Gross impairment losses			3,575				—				NM	*
Impairments recognized in other comprehensive income			(2,009	)			—				NM	*
Interest expense			4,453				11,928				(62.7	)%
Income from continuing operations   before income taxes		$	63,091			$	61,754				2.2	%

*		Not Meaningful

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

(in millions, except per share data)

		Three Months Ended July 31,								Nine Months Ended July 31,
		2009				2008				2009				2008
Reconciliation of Adjusted Income from Continuing Operations to Net Income
Adjusted Income from Continuing Operations		$	18.7			$	15.8			$	48.0			$	37.7
Items Impacting Comparability, net of taxes			(6.3	)			0.5				(7.8	)			0.2
Income from Continuing Operations			12.4				16.3				40.2				37.9
Loss (Income) from Discontinued Operations			(0.1	)			0.1				(0.9	)			(4.1	)
Net Income		$	12.3			$	16.4			$	39.3			$	33.9	(a)
Reconciliation of Adjusted Income from Continuing Operations to Income from Continuing Operations
Adjusted Income from Continuing Operations		$	18.7			$	15.8			$	48.0			$	37.7
Items Impacting Comparability
Corporate Initiatives (b)			(5.1	)			(6.7	)			(17.3	)			(14.5	)
Third-Party Administrator Legal Settlement			—				—				9.6				—
Insurance Adjustments			(3.5	)			7.6				(3.5	)			14.8
Credit Loss on Auction Rate Security			(1.6	)			—				(1.6	)			—
Total Items Impacting Comparability			(10.2	)			0.9				(12.8	)			0.3
Income Taxes (Expense) Benefit			3.9				(0.4	)			5.0				(0.1	)
Items Impacting Comparability, net of taxes			(6.3	)			0.5				(7.8	)			0.2
Income from Continuing Operations		$	12.4			$	16.3			$	40.2			$	37.9
Reconciliation of Adjusted EBITDA to Net Income
Adjusted EBITDA		$	37.8			$	35.0			$	104.2			$	91.5
Total Items Impacting Comparability			(10.2	)			0.9				(12.8	)			0.3
Discontinued Operations			(0.1	)			0.1				(0.9	)			(4.1	)
Income Tax			(5.1	)			(10.3	)			(22.9	)			(23.8	)
Interest Expense			(1.5	)			(3.3	)			(4.5	)			(11.9	)
Depreciation and Amortization			(8.6	)			(5.9	)			(23.9	)			(18.1	)
Net Income		$	12.3			$	16.4	(a)		$	39.3	(a)		$	33.9

(Continued)

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

		Three Months Ended July 31,								Nine Months Ended July 31,
		2009				2008				2009				2008
Adjusted Income from Continuing Operations per Diluted Share		$	0.36			$	0.31			$	0.93			$	0.74
Items Impacting Comparability, net of taxes			(0.12	)			0.01				(0.15	)			—
Income from Continuing Operations per Diluted Share		$	0.24			$	0.32			$	0.78			$	0.74
Diluted Shares			51.9				51.7				51.7				51.3

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, 2009

		Year Ending October 31, 2009
		Low Estimate				High Estimate
		(per diluted share)
Adjusted Income from Continuing Operations per Diluted Share		$	1.25			$	1.35
Adjustments to Income from Continuing Operations (a)			(0.20	)			(0.20	)
Income from Continuing Operations per Diluted Share		$	1.05			$	1.15

Exhibit 99.2