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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

September 15, 2010

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Cicely LaMothe, Accounting Branch Chief

    Re:

    ABM Industries Incorporated

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

Filed December 22, 2008

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

Filed December 22, 2009

Definitive Proxy Statement on Schedule 14A

Filed February 1, 2010

File No. 001-08929

Ladies and Gentlemen:

On behalf of ABM Industries Incorporated (the “Company” or “we”), this letter responds to comments
raised by the staff (the “Staff”) of the Securities and Exchange Commission with respect to the
above-referenced filing in a letter dated August 19, 2010. For your convenience, our responses are
keyed to the comments in the Staff’s letter.

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

Item 9A-Controls and Procedures, page 69

    1.

    Throughout the commenting process, you have identified several errors in your disclosures
(i.e., related to the Summary Compensation Table, Schedule of Consolidated Valuation Accounts,
and disclosure of the year in which a certain claim was settled). Please tell us what
consideration you gave to reassessing your conclusion regarding the effectiveness of your
disclosure controls and procedures as of October 31, 2009 and the results of that
reassessment, if applicable.

ABM Industries Incorporated

September 15, 2010

Page 2

Response:

We have concluded that it was not necessary to reassess our conclusion on the effectiveness
of our disclosure controls and procedures as of October 31, 2009. As described in Item 9A
“Controls and Procedures” of our Form 10-K for the fiscal year ended October 31, 2009,
“there are inherent limitations in all control systems including the realities that
judgments in decision making can be faulty and that breakdowns can occur because of simple
error or mistake.” The identified errors were comprised of (i) an inadvertent omission in a
footnote disclosure related to our Summary Compensation Table, (ii) an immaterial
reclassification adjustment in the Schedule of Valuation Accounts, and (iii) a typographical
error in a footnote disclosure. We believe that such errors were the result of simple
mistakes and did not, individually or in the aggregate, constitute a significant deficiency
or material weakness in internal control over financial reporting and would not have changed
the Company’s principal executive officer’s or principal financial officer’s conclusions
about the effectiveness of the Company’s disclosure controls and procedures as of October
31, 2009.

Definitive Proxy Statement on Schedule 14A filed February 1, 2010

Compensation Discussion and Analysis, page 11

Annual Cash Performance Incentive Payments, page 15

CEO Annual Cash Performance Incentive Payment, page 15

    2.

    We note your response to comment 8 in our letter dated May 11, 2010. Your response notes
that in reviewing Mr. Slipsager’s performance objectives, the Compensation Committee and the
CEO Committee focused on the financial performance of the Company, including financial metrics
such as pre-tax operating profit, earnings per share and operating cash flow, and that based
on your financial performance in these and other areas, it was determined that a rating of 97%
achievement as it related to financial performance was appropriate. Please disclose the
target and actual results for pre-tax operating profit, earnings per share and operating cash
flow, and describe how achievement of these financial results led to the determination that a
rating of 97% achievement as it related to financial performance was appropriate. You also
state that in reviewing the non-financial objectives, the Compensation Committee and the CEO
Committee determined that Mr. Slipsager had exceeded his non-financial objectives in the area
of leadership, operational improvement, communication and Project Transform, noting in
particular that the strength of his personal leadership and exceptional managerial abilities
drove positive results across all divisions, despite the very challenging economic environment
facing the Company in fiscal year 2009 and thus the Compensation Committee and the CEO
Committee assigned a rating of 177% as it

ABM Industries Incorporated

September 15, 2010

Page 3

related to the achievement of non-financial objectives. Please describe in greater detail
these non-financial objectives and how Mr. Slipsager had exceeded his non-financial
objectives. Please also explain how achievement of these non-financial objectives led to
the determination that a rating of 177% was appropriate. Please provide this disclosure in
future filings and tell us how you plan to comply.

Response:

Financial Performance Objectives

Mr. Slipsager’s 2009 fiscal year financial performance objectives included the following
targets: pre-tax operating profit of $94.8 million, net income per common share from
continuing operations of $1.10, and operating cash flow of $97.4 million. Actual results for
fiscal year 2009 were: pre-tax operating profit of $92.1 million, net income per common
share from continuing operations of $1.07, and operating cash flow of $140.9 million. As
disclosed in the 2010 Proxy Statement, the Committee assigned weights of 50% each to CEO
financial and non-financial objectives. However, the Compensation Committee did not assign
weights to the specific financial objectives and did not use a strictly formulaic approach
to determining the financially-based element of CEO cash incentive compensation.

In assessing Mr. Slipsager’s performance as it related to financial objectives, the
Compensation Committee and the CEO Committee (collectively, the “Committees”) also took
other factors into account. These factors related to the Company’s overall financial
performance, as reflected in its net income from continuing operations for fiscal year 2009,
as well as Mr. Slipsager’s assessment of the corporate financial performance of his
executive team. With respect to fiscal year 2009, the Committees took into consideration the
fact that the Company’s net income from continuing operations was $55.5 million, or 96%
of the 2009 budget of $57.9 million and that Mr. Slipsager had assessed the performance of
his executive team at 97%. After reviewing these elements of performance, the Committees,
using their subjective judgment, concluded that the CEO’s accomplishments with respect to
financial performance objectives corresponded to a 97% level of achievement.

Non-financial Performance Objectives

Mr. Slipsager’s fiscal year 2009 non-financial performance objectives included the areas of
leadership, operational improvement, communication and Project Transform. Objectives
relating to leadership included working collaboratively with the Board of Directors and
continuing to develop and structure a strong senior leadership team. Objectives relating to
operational improvement included responding with appropriate management action to the
economic environment. The Committees assessed performance relating to leadership and
operational improvement by reference to certain tasks, including Mr. Slipsager’s success in
working with operational and staff executives

ABM Industries Incorporated

September 15, 2010

Page 4

to develop their business acumen, leadership growth and leadership skills; his success in
providing a positive “tone at the top”; his success in conducting an annual review of
management and presenting a management development and succession plan to the Board; and
his success in improving profitability despite recessionary pressures. In the area of
communication, the objective was to strengthen awareness and coverage of ABM in the
investment community. Finally, with respect to Project Transform, a far-reaching project
designed to upgrade the Company’s information technology capabilities in multiple functional
areas, non-financial performance objectives included overseeing the implementation of
Project Transform and beginning the deployment of a new approach to the delivery of business
solutions based on the foundation of end-to-end process management. No specific tasks or
other criteria were assigned to measure the CEO’s attainment of the performance objectives
relating to Project Transform.

The Committees used their subjective judgment in determining the extent to which the CEO
met, did not meet or exceeded non-financial performance objectives. In assessing the degree
to which the CEO met his non-financial performance objectives, the Committees reviewed Mr.
Slipsager’s interaction with the Board of Directors during fiscal year 2009, noting the
positive flow of information and discussions among the Board and the CEO. With respect to
the performance objective relating to the development of a strong leadership team, the
Committees reviewed Mr. Slipsager’s development of, and interactions with, various
operational and staff executives, concluding that through his leadership skills, he was
instrumental in the development of an effective senior management team which was able to
effectively steer ABM through the challenging economic environment, and concluded that he
had exceeded his objectives in this area as well. With respect to the objective relating to
improving awareness and coverage of ABM in the investment community, the Committees reviewed
the increase in analysts covering the Company, concluding that Mr. Slipsager had exceeded
his objectives with respect to this non-financial performance objective. In reviewing the
non-financial performance objective relating to Project Transform, the Committees believed
that, on balance, the objectives relating to Project Transform were mission critical to the
Company and therefore placed a greater emphasis on his success in achieving his performance
objectives relating to Project Transform. In the Committees’ subjective judgment, success
with respect to the implementation of Project Transform during fiscal year 2009 was crucial
to providing a platform upon which to improve Company performance and overall
competitiveness. In particular, the Committees believed that the nature of Project
Transform was such that an unsuccessful launch of this project could have created
significant operational issues for the Company. In assessing the CEO’s achievement of this
non-financial performance objective, the Committees took note of the seamless implementation
of Project Transform, and the fact that there had been no significant business disruptions
associated with the implementation, notwithstanding the sweeping nature of the project, and
concluded that the CEO had exceeded this non-financial performance objective as well.
Taking into account its assessments of CEO performance in relationship to the non-financial
performance objectives, the Committees believed that an overall rating of 177% was
appropriate. As in the case of the assessment of the CEO’s achievement of his financial performance objectives,
the Committees did not employ a specific formula to determine what rating to apply to the
achievement of non-financial performance objectives.

ABM Industries Incorporated

September 15, 2010

Page 5

In future filings, we will provide expanded disclosure as it relates to the CEO’s annual
cash incentive compensation, in accordance with the detail provided in the narrative above,
taking into consideration the particular structure of future performance objectives as it
relates to CEO cash incentive compensation. In addition, we will also clarify in future
filings, to the extent then-relevant, that specific formulas are not used in connection with
the determination of CEO incentive cash compensation.

Fiscal Year 2009 Equity Incentives, page 20

    3.

    We note your response to comment 11 in our letter dated May 11, 2010. Your response notes
that the exact number of performance shares, restricted stock units and stock options granted
to NEOs is determined by the Committee based on considerations relating to external
bench-marks and internal cost considerations as well as to the NEOs performance during the
past year. Your response also notes that taking these factors into consideration, the
Committee determined to grant the CEO equity in an aggregate amount equal to 100% of base
salary, for Mr. Lusk equity in an aggregate amount equal to 50% of base salary, for Mr.
McClure equity in an aggregate amount equal to 55% of base salary, for Mr. Zaccagnini an
amount equal to 50% of base salary and for Ms. McConnell equity in an aggregate amount equal
to 25% of base salary and that in each case, 50% of the equity grant was allocated to
performance shares, 25% of the equity grant was allocated to restricted stock units and 25%
was allocated to stock options. Please provide the relevant benchmarks and internal cost
considerations used to determine the exact number of performance shares, restricted stock
units and stock options granted to your NEOs. Additionally, explain how such benchmarks and
internal cost considerations were used to determine the equity grant amounts for your NEOs.
Finally, describe why 50% of the equity grant was allocated to performance shares, 25% of the
equity grant was allocated to restricted stock units and 25% was allocated to stock options.
Please provide this disclosure in future filings and tell us how you plan to comply.

Response:

First, it is relevant to note that the Compensation Committee does not apply a formulaic
approach when determining the number of equity awards granted to individual NEOs. As
discussed below, the Compensation Committee looks to a number of factors. As referenced in
the Company’s response to comment 11 in your letter dated May 11, 2010, the Compensation
Committee refers to external bench-marks. The bench-mark used by the Compensation Committee
in connection with NEO equity grants is peer group practices, referencing the peer group
described in the Company’s proxy statement. The Compensation Committee considers the
50th percentile of peer group practices, and takes

ABM Industries Incorporated

September 15, 2010

Page 6

into account how equity grants to the Company’s NEOs compare to equity grants equal in size
to the 50th percentile peer company awards extended to executives having similar
roles to those of the Company’s NEOs. In its subjective judgment, the Compensation Committee
believes that the 50th percentile signifies the “typical” award level in the
external market, and is the appropriate measure by which to assess equity grants to the
NEOs. However, the Compensation Committee also looks at the total mix of compensation
(salary, cash bonus and long-term equity incentives) both by internal tier comparison and on
an individual basis when it approves grants to the NEOs.

The Compensation Committee also considers the impact of compensation expense associated with
equity grants in connection with its approval of equity grants because it considers
share-based expense to be part of the Company’s internal cost structure. While the Committee considers both the information relating to peer group practices and the
impact of compensation expense in determining equity grants to NEOs, it applies no exact
formula when making determinations with respect to the number of equity grants it awards to
NEOs. Instead, the Committee uses its subjective judgment to make grants which it believes
are at levels that are appropriate to retain and motivate executive officers while
maintaining acceptable levels of compensation expense. None of these factors has a
pre-determined weight assigned to it. It was a combination of all of the factors described
above that resulted in equity awards to the NE