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CORRESP
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Correspondence

    551 Fifth Avenue • Suite 300

New York, NY 10176

Telephone: 212-297-9871

Facsimile: 866.422.0963

e-mail: jim.lusk@abm.com

James S. Lusk

Executive Vice President

and Chief Financial Officer

VIA EDGAR

March 12, 2010

Division of Corporation Finance

Securities and Exchange Commission

100F Street, N.E.

Washington, D.C. 20549

Attention: Jessica Barberich, Assistant Chief Accountant

    RE:

    ABM Industries Incorporated

Form 10-K for the year ended October 31, 2008

Filed on December 22, 2008

Form 10-K for the year ended October 31, 2009

Filed on December 22, 2009

File No. 001-08929

Ladies and Gentlemen:

On behalf of ABM Industries Incorporated (the “Company”, “ABM”, “we” or “our”), this letter
responds to comments raised by the staff (the “Staff”) of the Securities and Exchange Commission in
a letter dated February 23, 2010 with respect to the above-referenced filings. All references to
years made in the responses are based on the Company’s fiscal year that ends on October 31. For
your convenience, our responses are keyed to the comments in the Staff’s letter.

General

    1.

    Please note that our review of your responses to certain outstanding comments
is still in process as we await the additional information requested during our
teleconference on February 17, 2010.

Response

During our teleconference on February 17, 2010, you requested additional information related to (i)
the methodology we used to measure the amount of the impairment of deferred IBM transition costs
during the fourth quarter of 2008, (ii) whether we were engaged in a process to sell our Lighting
business during the period leading up to the issuance of our October 31, 2007 consolidated
financial statements, and (iii) further support for the assumptions we used in estimating the fair
value of our Lighting reporting unit during step 1 of our goodwill impairment test as of October
31, 2007.

Measurement of the Impairment of Deferred IBM Transition Costs

As of October 31 2008, the remaining unamortized deferred IBM transition costs (prior to the
write-off) were $3.5 million. We measured impairment to be the proportion of the remaining services
that were expected to be terminated. The resulting write-off of approximately $2.5 million (or
71% of the remaining unamortized deferred transition costs) was calculated as follows:

    October 31, 2008

    (dollars in millions)

    Total future contractual payments under IBM Master Professional
Services Agreement (1)

    $
    73.9
     (a)

    Less: Estimated future payments related to services expected to be
retained (2)

    (21.6
    )

    Estimated future payments related to services expected to be
terminated

    $
    52.3
     (b)

    Percentage of remaining services that were expected to be terminated

    71%
     (b)/(a)

    (1)

    This amount was based on the then-current contractual arrangement with IBM
(prior to its subsequent amendment) and agrees with our commitment disclosure included
in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations of our Form 10-K for the year ended October 31, 2008, page 25.

    (2)

    This amount represents our estimate of the contractual payments that were
expected to be made under the amended arrangement, based upon the status of the
then-ongoing negotiations with IBM. As disclosed on page 59 of our Form 10-K for the
year ended October 31, 2009, the Company and IBM entered into an amended and restated
agreement effective March 1, 2009. Based upon the amended agreement, the services that
were retained were not materially different than our estimate.

Discussions Concerning our Lighting Business

At the Staff’s request, we conducted additional interviews with, among others, the Company’s Chief
Executive Officer and the President of the Company’s facility services businesses (which included
our Lighting operations), and have reviewed available documentation
(e.g., board of director minutes
in 2007 and early 2008) to corroborate these discussions. These
procedures corroborated our prior
statement to the Staff that we were not engaged in a process to sell our Lighting business during
2007 and through the date of issuance of our 2007 consolidated financial statements (December 21,
2007). We did not hire an outside firm to locate prospective buyers. We did not have any agreements
(verbal or written) with any third-parties with respect to a sale of the Lighting business nor did
we contact any parties to propose a sale of our Lighting business. Except as previously disclosed
to the Staff, we did not have any informal or formal offers related to our Lighting business. Any
discussions that we had were informal and unsolicited.

As
stated in our conference call on February 17, 2010, our
discussions with Sylvania Lighting Services Corp (“Sylvania”) concerning the sale transaction commenced after we issued our Form 10-K
for the year ended October 31, 2007. Further, considering the strength of the buyer and that the
timing of these discussions coincided with our 2008 strategy to reduce indebtedness resulting from
our large acquisition in November 2007, we decided to negotiate the sale of the Lighting business
to Sylvania at that time.

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Assumptions Used in Estimating the Fair Value of Lighting as of October 31, 2007

The following discussion updates our January 15, 2010 response to include additional support for
the revenue, cost of goods sold, sales and marketing and general and administrative expense
assumptions used in our estimate of the fair value of our Lighting reporting unit as of October 31,
2007.

Revenues

For the period from 2004 to 2005, Lighting revenues increased 3.7% from $112.1 million to $116.2
million. Thereafter, revenues decreased 1.5% to $114.5 million in 2006 and decreased further by
0.2% to $114 million in 2007. Sales for the historical periods mentioned decreased primarily due to
decreased service contracts and lower project-based business partially attributable to:

    •

    The effect of the Energy Policy Act of 2005 (“EPACT”). The EPACT contained
provisions which made certain types of energy improvements made in 2006 and 2007
eligible for tax deductions. As a result, potential customers re-evaluated their
lighting services in light of the new EPACT, which the Company believes resulted in a
longer than normal decision making process that delayed purchases.

    •

    The Company was shifting sales strategies to focus on higher margin project-based
business. Revenues were impacted by a 12-18 months sales cycle associated with these
larger project based jobs.

Revenue was estimated to increase from $114.0 million in 2008 to $224.3 million in 2018. On a
year-over-year basis, revenue growth was expected to decline 0.2% in 2008 and increase 7.0%
annually for the period from 2009 through 2018. As of October 31, 2007, it was expected that the
Lighting reporting unit would continue to diversify its traditional service and maintenance
business into the higher margin project-based business. Specifically, the Lighting business would
market its lighting solutions to customers based on cost savings that could be realized through
significant recent advances in lighting technology such as energy efficient low and high-bay
fixtures and various LED applications. Overall, it was expected that resulting energy savings
realized by the customer from the installation of these technologies would partially or entirely
offset the amounts paid by the customers for such services. This expectation was based upon the
then-current energy crisis in the U.S., especially in California. It was estimated that the minimal
payback period and strong return on investment associated with these projects would be influential
and attractive to the customer base, and would have a substantial positive impact on revenues for
five years. The Company began implementing the project-based focus and strategy in 2007. As a
result of this strategy shift, in mid 2008, the Company was successful in closing and executing
higher margin project-based business to the following customers:

    Project Name

    Contract Value ($000)

    • City of El Paso LED Traffic Signal Upgrade

    $
    2,056

    • Terminal One (JFK Airport) Lighting Upgrade

    $
    1,934

    • El Paso Independent School District Lighting Upgrade

    $
    1,715

    • Arlington Independent School District Lighting Upgrade

    $
    1,300

    • Basha’s Grocery Lighting Upgrade

    $
    850

    • Kern County Prison Lighting Upgrade

    $
    795

    • Texas A&M Lighting Upgrade

    $
    500

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Additionally, the sales initiative was further supported by EPACT, which was anticipated to provide
rebates and tax benefits to companies that completed energy-efficient upgrade projects. The
original policy covered projects completed through December 2007 and was subsequently amended to
include energy efficient projects completed through 2008. However, it was believed that the lack of
clarification surrounding the calculation of the actual tax benefits and rebates had delayed the
purchasing decisions of customers by up to six months into 2008.

The expected improvements in revenue over the period from 2009 through 2018 were supported by
several sales opportunities being pursued for one-time project proposals with strong buy signals
and high probabilities of closing. Many of these contracts were won during or after the sale of
Lighting in October 2008, and were completed by the successor company as follows:

    Project Name

    Proposal Value ($000)

    • San Diego Gas & Electric  — Various Naval Lighting Upgrades

    $
    6,000

    • Plano Independent School District Lighting Upgrade

    $
    5,800

    • Publix Supermarkets LED Upgrades

    $
    2,450

    • Winn Dixie LED and Lighting Upgrades

    $
    2,100

    • AT&T Lighting Upgrade

    $
    1,400

    • Vandenberg Air Force Base Lighting Upgrade

    $
    1,350

    • City of Inglewood Lighting Upgrade

    $
    1,200

    • SAIC/DECA Lighting Upgrade

    $
    1,200

Cost of Goods Sold (COGS)

COGS as a percentage of revenue, was estimated to decline from 74.8% in 2008 to 73.8% in 2009,
before decreasing over the period of projection to 72.7% in 2020. The drivers of the expected COGS
declines as a percentage of revenue were as follows:

    •

    As discussed above, the Lighting reporting unit was expected to diversify and
transition its service portfolio to include more project-based solutions that would
yield higher margins as compared to its traditional maintenance business.
Specifically, it was expected that Lighting reporting unit would be able to increase
prices to its customers for project-based solutions on the basis that those higher
prices would subsequently be partially or entirely offset by lower future energy costs
by the customer.

    •

    It was expected that the Lighting reporting unit would continue to restructure its
organization to better align Lighting personnel with their positions.

    •

    The Lighting reporting unit was expected to continue to achieve labor efficiency
improvements from enhanced technology platforms. These platforms included global
positioning system (GPS)-based technology that would improve route based driving
efficiencies, along with dispatching and time management technology enhancements
through the use of hand-held computers.

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    •

    The Lighting unit had a successful historical track record of negotiating lower
material costs from manufacturer partners for each contract period. The cost of
material accounted for approximately 35% of each revenue dollar, a significant portion
of COGS. These trends were expected to continue in 2009 and beyond. Historical
examples include a 3% aggregate price decrease (over 2006 rates) on certain inventory
from its primary manufacturing partner at the beginning of 2007 and a 14% decrease
(between 2006 and 2007) on major ballast and transformer prices with its primary
ballast supplier.

Sales and Marketing

Sales and Marketing expenses as a percentage of revenue were estimated to decrease over the
estimation period from 5.1% in 2008 to 2.5% in 2020. The expected decrease in selling and
marketing was related to the expectation that the Lighting reporting unit would continue to
diversify and transition its traditional service and maintenance business into a project-based
business, as noted above. This transition from a maintenance-based to a project-based business was
expected to result in the future elimination of approximately 22 sales and related management
positions since a project-based business requires fewer day to day account managers and sales
representatives. Further, the project-based sales pursued by the Company generated substantially
higher revenue on a per job basis than maintenance-based jobs. As a result, fewer sales positions
would be required as the Company shifted to these project-based jobs with higher revenue.

General and Administrative

General and Administrative expenses as a percentage of revenue were projected to decline over the
estimation period from 17.0% in 2008 to 9.5% in 2020. The projected decline reflected our
expectations that: (i) project-based revenues would increase over the estimation period with
minimal increase in related overhead costs since the overhead cost structure of the Lighting
business was relatively fixed; (ii) management positions would be eliminated as a result of the
transition from a maintenance-based to a project-based business discussed above; and (iii) the
Company would implement hand-held computer devices for field technicians that would allow for the
consolidation and centralization of the major back-office processes. In the then-current state,
many of the Lighting unit’s back-office processes were manual in nature and heavily dependent on
hard-copy service orders. The hand-held units would allow this data to be captured, recorded and
transmitted electronically, minimizing and in many cases eliminating the need for paper-based
workflow (Lighting completed over 200,000 individual work-orders annually). Processes that were
slated to be consolidated and centralized based on the implementation of this technology included
billing and collections, work order dispatch and management, accounts payable and payroll. This
consolidation would reduce the general and administrative headcount required to operate the
business. The Company has successfully implemented effective cost control measures at other
segments, most recently in our Janitorial segment, which contributed to significant reductions in
general and administrative expenses in 2009 and the first quarter of 2010.

We
recall that the Staff asked about our awareness of Lighting’s financial performance after our
disposal. We inform the Staff that we do not have reliable visibility into how the buyer is
operating the business, or its financial performance.

5

Form 10-K for the year ended October 31, 2009

Financial Statements and Notes

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Trade Accounts Receivable Allowances, page 46

    2.

    Your response to comment one includes a discussion of a $3.8 million specific reserve
and an $8.7 million reserve related to bad debts and sale allowances. Reconcile this
characterization with your accounting policy disclosure and the amounts reported in your
Schedule of Consolidated Valuation Accounts on page 74. Additionally, we note that your
Schedule of Consolidated Valuation Accounts reflects a significant increase in charges to
costs and expenses in your sales allowance during 2009. We further note that your
accounting policy states that the sales allowance estimate is based on an analysis of the
historical rate of sales adjustments. Please describe the reasons for the increase in sales
allowances during 2009 and your assessment for the adequac