SecProbe.io

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 May 7, 2025

Earl Ellis
Chief Financial Officer
ABM Industries Incorporated
One Liberty Plaza, 7th Floor
New York, NY 10006

 Re: ABM Industries Incorporated
 Form 10-K for Fiscal Year Ended October 31, 2024
 File No. 1-08929
Dear Earl Ellis:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
cc: Dean Chin, Chief Accounting Officer
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 Document One Liberty Plaza, 7 th Floor New York, N.Y. 10006 Office: (212) 297-0200 Fax: (212) 297-0375 May 1, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attention: Ta Tanisha Meadows and Joel Parker Re: ABM Industries Incorporated Form 10-K for Fiscal Year Ended October 31, 2024 Form 8-K Filed December 18, 2024 File No. 1-08929 Ladies and Gentlemen: On behalf of ABM Industries Incorporated (referred to as “ABM,” “we,” “our,” or the “Company”), we acknowledge receipt of the Staff’s response dated April 25, 2025, regarding our non-GAAP reconciliation presented in the Form 8-K filed on December 18, 2024, specifically related to the adjustment for “Prior year self-insurance adjustment.” We respectfully confirm that we will revise our presentation in future filings and earnings materials to exclude the Prior year self-insurance adjustment from our calculation of non-GAAP financial measures, consistent with the Staff’s guidance and in accordance with Item 10(e) of Regulation S-K or Regulation G. If you have any questions or need further information, please email me at earl.ellis@abm.com. Very truly yours, /s/ Earl R. Ellis Executive Vice President and Chief Financial Officer

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 April 25, 2025

Earl Ellis
Chief Financial Officer
ABM Industries Incorporated
One Liberty Plaza, 7th Floor
New York, NY 10006

 Re: ABM Industries Incorporated
 Form 8-K Filed December 18, 2024
 Response dated March 28, 2025
 File No. 1-08929
Dear Earl Ellis:

 We have reviewed your March 28, 2025 response to our comment letter and
have the
following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our March 6,
2025 letter.

Form 8-K Filed December 18, 2024
Exhibit 99.1
Reconciliations of Non-GAAP Financial Measures

1. We note your response to our prior comment. We believe that the "Prior
year self-
 insurance adjustment" to arrive at the non-GAAP financial measures
Adjusted Net
 Income and Adjusted EBITDA is inconsistent with the guidance in
Question 100.04
 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations
 because it removes a component of the reserve that is required by GAAP.
Please
 revise your presentation to exclude this adjustment in your calculation
of any non-
 GAAP financial measures presented in accordance with Item 10(e) of
Regulation S-K
 or Regulation G.
 April 25, 2025
Page 2

 Please contact Ta Tanisha Meadows at 202-551-3322 or Joel Parker at
202-551-3651
if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Dean Chin, Chief Accounting Officer
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 Document One Liberty Plaza, 7 th Floor New York, N.Y. 10006 Office: (212) 297-0200 Fax: (212) 297-0375 March 28, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attention: Ta Tanisha Meadows and Joel Parker Re: ABM Industries Incorporated Form 10-K for Fiscal Year Ended October 31, 2024 Form 8-K Filed December 18, 2024 File No. 1-08929 Ladies and Gentlemen: On behalf of ABM Industries Incorporated (referred to as “ABM,” “we,” “our,” or the “Company”), please find our response to the letter from the staff of the Securities and Exchange Commission (the “Staff”) dated March 6, 2025 with respect to the above-referenced filings. All references to years within this letter are to our fiscal year, which ends on October 31. To assist with your review, we have included the Staff’s comment in italics directly above our response. Form 8-K Filed December 18, 2024 Exhibit 99.1 Reconciliations of Non-GAAP Financial Measures 1. We note your adjustment for "Prior year self-insurance adjustment" in arriving at Adjusted Net Income and Adjusted EBITDA. Please tell us how you concluded this adjustment does not represent an individually tailored accounting principle. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Response: Background The Company uses a combination of insured and self-insurance programs to cover workers’ compensation, general liability, automobile liability, property damage, and other insurable risks. Additionally, we are self-insured for certain employee medical and dental plans. As of October 31, 2024, we had gross insurance claim reserves totaling $619.4 million, which includes claims that occurred as early as 1988 through October 31, 2024. We engage a professional third-party claims administrator to administer all claims. The administrator establishes an initial claim estimate that is used in the evaluation of our insurance reserves. Our claims management process is further augmented by ABM internal resources and other external resources and involves a comparison of actual trends to expected trends as well as monitoring of claims developments. We record our reserves for workers’ compensation, general liability, automobile liability, and property damage insurance claims based upon all available information to develop our best One Liberty Plaza, 7 th Floor New York, N.Y. 10006 Office: (212) 297-0200 Fax: (212) 297-0375 estimate of insurance claims reserves for our current fiscal and prior fiscal years, as information is obtained, which includes known trends and events and third-party independent actuarial determined estimates of required reserves. For periods in which a third-party actuarial valuation is not performed, we conduct reviews to evaluate patterns and trends related to changes made to claims reserves and claims payment activity for the period. ABM’s Non-GAAP Self-Insurance Adjustment As disclosed in our Press Release dated December 18, 2024 furnished as an exhibit to our Current Report on Form 8-K, page 14, the Company adjusts net income (loss) to eliminate changes to its self-insurance reserves to the extent that those reserve changes relate to claims that occurred prior to the beginning of the then-current fiscal year (a “Prior Year Adjustment”). Accordingly, net income (loss) is only adjusted by a Prior Year Adjustment and our current operating results continue to include our best estimate of our self-insurance programs’ incurred expense for that fiscal year. Even though our non-GAAP Prior Year Adjustment excludes amounts from the most directly comparable GAAP measure, we have concluded that this non-GAAP adjustment does not represent an individually tailored accounting policy that causes the presentation of the Company’s non-GAAP measure to be misleading based on the following: • The adjustment does not shift the measure from an accrual basis of accounting to a cash or modified basis of accounting. • The adjustment has no impact on recognized revenue. • The adjustment does not include transactions that are also reportable in another company’s financial statements. • The adjustment does not change the pattern of recognition of the Company’s insurance expense for the current year, but does reflect part, but not all, of an accounting concept: ◦ For the year ended October 31, 2024, the Company adjusted income from continuing operations by $20.3 million to reflect unfavorable developments in its estimate of ultimate losses related to insurance reserves that occurred prior to November 1, 2024. It should be noted that such adjustment represented 3.2% of our total gross insurance claim reserves at October 31, 2024. It should also be noted that the Prior Year Adjustments for fiscal years 2023 and 2022 were favorable and resulted in insurance reserves reductions. Accordingly, the Company has consistently made Prior Year Adjustments to its self-insurance reserve balance, whether the adjustments were favorable or unfavorable. ◦ We believe the exclusion of these amounts is useful to shareholders as it provides additional insight into how management views the current operating results of the Company, rather than including positive or negative adjustments that related to the prior periods. These Prior Year Adjustments reflect developments of claims that could date back many years and are often influenced by unpredictable changes in regulatory, legal or medical trends that management has little ability to influence. As a result, these Prior Year Adjustments can also change in value significantly from period-to-period, including reversing positive or negative adjustments. ◦ The Company further believes the exclusion of any Prior Year Adjustment from net income (loss) is useful to shareholders by enabling them to better assess our operating performance in the context of current fiscal year recognized revenues and profitability. One Liberty Plaza, 7 th Floor New York, N.Y. 10006 Office: (212) 297-0200 Fax: (212) 297-0375 • The adjustment does not render the measure inconsistent with the underlying economics or ignore certain aspects of the economics: ◦ As discussed above, a Prior Year Adjustment does not exclude any insurance expense incurred during the Company’s current fiscal year. Thus, any known trends that have impacted a Prior Year Adjustment are reflected in our current year operating performance results. Accordingly, we believe our Prior Year Adjustment to income from continuing operations for the year ended October 31, 2024 does not result in misleading information or an individually tailored accounting measure that violates the principles of Question 100.04 of the Non-GAAP Financial Measures and Disclosure Interpretations. If you have any questions with respect to any of the information in this letter, please email me at earl.ellis@abm.com Very truly yours, /s/ Earl R. Ellis Executive Vice President and Chief Financial Officer

March 6, 2025
Earl Ellis
Chief Financial Officer
ABM Industries Incorporated
One Liberty Plaza, 7th Floor
New York, NY 10006
Re:ABM Industries Incorporated
Form 10-K for Fiscal Year Ended October 31, 2024
Form 8-K Filed December 18, 2024
File No. 1-08929
Dear Earl Ellis:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 8-K Filed December 18, 2024
Exhibit 99.1
Reconciliations of Non-GAAP Financial Measures
1.We note your adjustment for "Prior year self-insurance adjustment" in arriving at
Adjusted Net Income and Adjusted EBITDA. Please tell us how you concluded this
adjustment does not represent an individually tailored accounting principle. Refer to
Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.

March 6, 2025
Page 2

            Please contact Ta Tanisha Meadows at 202-551-3322 or Joel Parker at 202-551-3651
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Dean Chin, Chief Accounting Officer

Mail Stop 3233

June 15, 2017

Via E -Mail
Mr. D. Anthony Scaglione
Executive Vice President and Chief Financial Officer
ABM Industries Incorporated
One Liberty Plaza, 7th Floor
New York, NY  10006

                 Re: ABM Industries Incorporated
                        Form 10 -K for the f iscal year ended Octo ber 31, 20 16
Filed December 21, 2016
File No. 00 1-08929

Dear M r. Scaglione:

We have completed our review of your filing.  We remind you that the company
and its management are responsible for the accuracy and adequacy of the ir disclosure s,
notwithstanding any review, comments, action or absence of action by the staff .

                                                                                    Sincerely,

        /s/ Kristi Marrone

                                                                                                Kristi Marrone
                                                                                     Staff Accountant
                                                                                                Office of Real Estate and
                                                                                                Commodities

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filename1.htm

        D. Anthony Scaglione

        Executive Vice President

        and Chief Financial Officer

        One Liberty Plaza, 7th Floor

        New York, NY 10006

        Office: (212) 297-9748

        Fax: (866) 406-3683

VIA EDGAR

May 10, 2017

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kristi Marrone

    Re:
    ABM Industries Incorporated

    Form 10-K for the Fiscal Year Ended October 31, 2016

    Filed December 21, 2016

    File No. 001-08929

Ladies and Gentlemen:

On behalf of ABM Industries Incorporated (referred
to as “ABM,” “we,” “our,” or the “Company”), please find our response to the letter
from the staff of the Securities and Exchange Commission (the “Staff”) dated April 27, 2017 with respect to the above-referenced
filing. All references to years within this letter are to our fiscal year, which ends on October 31. To assist with your review,
we have included the Staff’s comment in italics directly above our response.

 Consolidated Statements of Comprehensive
Income, page 52

1. We note the significant increase in foreign
currency translation loss in 2016. With a view towards MD&A disclosure in future filings, please tell us the reason for the
significant fluctuation and the expected impact in future years.

Response:

Our foreign currency translation loss was $26.3
million during the year ended 2016. The significant increase in foreign currency translation loss as compared to 2015 was primarily
related to the impact of the weakening of the British Pound (“GBP”) against the U.S. Dollar (“USD”) during
our fiscal year 2016 on the GBP net assets of our United Kingdom (“U.K.”) subsidiaries. The GBP/USD exchange rate decreased
from 1.543 on October 31, 2015 to a GBP/USD exchange rate of 1.224 on October 31, 2016. The acquisition of Westway Services Holdings
(2014) Ltd. (“Westway”) on December 1, 2015 increased our GBP net assets of our U.K. subsidiaries by approximately
£56 million to approximately £84 million as of October 31, 2016. This increase in GBP net assets and the declining
GBP/USD exchange rate contributed to our foreign currently translation loss during the year ended October 31, 2016.

Future gains and losses on foreign currency
translation will be dependent upon changes in the relative value of the British Pound to the U.S. Dollar, and the level of our
foreign assets and liabilities. We will disclose fluctuations in foreign currency translation adjustments in our MD&A
within future filings.

        D. Anthony Scaglione

        Executive Vice President

        and Chief Financial Officer

        One Liberty Plaza, 7th Floor

        New York, NY 10006

        Office: (212) 297-9748

        Fax: (866) 406-3683

If you have any questions with respect to any of the information
in this letter, please call me at 212-297-9748.

Very truly yours,

/s/ D. Anthony Scaglione

D. Anthony Scaglione

Executive Vice President and

Chief Financial Officer

Mail Stop 3233

April 27, 2017

Via E -Mail
Mr. D. Anthony Scaglione
Executive Vice President and Chief Financial Officer
ABM Industries Incorporated
One Liberty Plaza, 7th Floor
New York, NY  10006

                 Re: ABM Industries Incorporated
                        Form 10 -K for the f iscal year ended Octo ber 31, 20 16
Filed December 21, 2016
File No. 00 1-08929

Dear M r. Scaglione:

We have reviewed  your April 17 , 2017 response to our comment letter and have
the following comment.  In our comment , we may ask you to provide us with information
so we may better understand  your disclosure.

Please respond to this comment  within ten busine ss days by providing the
requested information or advis e us as soon as possible when you will respond.  If you do
not believe our comment appl ies to your facts and circumstances, please tell us why in
your response.

After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments
in our April 14 , 2017 letter.

Consolidated Statements of Comprehensive Income, page 52

1. We note the significant increase in foreign currency translation loss in 2016. With a
view towards MD&A disclosure in future filings, please tell us the reason for the
significant fluctuation and the expected impact in future years.

Mr. D. Anthony Scaglione
ABM Industries Incorp orated
April 27, 2017
Page 2

 You may contact Jorge L. Bonilla at (202) 551 -3414 or me at (202) 551 -3429
with any questions .

                                                                                    Sincerely,

        /s/ Kristi Marrone

                                                                                                Kristi Marrone
                                                                                     Staff Accountant
                                                                                                Office of Real Estate and
                                                                                                Commodities

CORRESP
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        D. Anthony Scaglione

        EVP & Chief Financial Officer

        1 Liberty Plaza, 7th Floor

        New York, NY 10006

        Office: (212) 297-9748

        anthony.scaglione@abm.com

April 17, 2017

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Kristi Marrone

    Re:
    ABM Industries Incorporated

    Form 10-K for the fiscal year ended  October 31, 2016

    Filed on December 21, 2016

    File No. 001-08929

        Form 8-K

        Filed December 14, 2016

        File No. 001-08929

Ladies and Gentlemen:

On behalf of ABM Industries Incorporated
(referred to as “ABM,” “we,” “our,” or the “Company”), please find our response
to the letter from the staff of the Securities and Exchange Commission (the “Staff”) dated April 14, 2017 with respect
to the above-referenced filings. All references to years within this letter are to our fiscal year, which ends on October 31.
To assist with your review, we have included the Staff’s comments in italics directly above our response.

Form 8-K filed December 14, 2016

Exhibit 99.2

 1. We note your response to comment 5 that in future presentations, when you present historical
or projected non-GAAP measures, you will provide the most comparable GAAP measures, except to the extent that, with respect to
projected non-GAAP financial measures, you rely on the “unreasonable efforts” exception contained in Regulation G.
Please confirm that to the extent that you rely on the referenced exception in future filings, you will disclose that fact and
identify the information that is unavailable and its probable significance in a location of equal or greater prominence.

Response

This will confirm to you that to the extent
that we rely on the “unreasonable efforts” exception contained in Regulation G in future filings, we will disclose
that fact and identify the information that is unavailable and its probable significance in a location of equal or greater prominence.

If you have any questions with respect to any of the information
in this letter, please call me at 212-297-9748.

Very truly yours,

/s/ D. Anthony Scaglione

D. Anthony Scaglione

Executive Vice President and

Chief Financial Officer

    www.abm.com
    NYSE Symbol: ABM

Mail Stop 3233

April 14, 2017

Via E -Mail
Mr. D. Anthony Scaglione
Executive Vice President and Chief Financial Officer
ABM Industries Incorporated
One Liberty Plaza, 7th Floor
New York, NY  10006

                 Re: ABM Industries Incorporated
                        Form 10 -K for the f iscal year ended Octo ber 31, 20 16
Filed December 21, 2016
File No. 00 1-08929

Form 8 -K
Filed December 14, 2016
File No. 001 -08929

Dear M r. Scaglione:

We have reviewed  your March 24, 2017 response to our comment letter and have
the following comment.  In our comment , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the
requested information or advis e us as soon as possible when you will respond.  If you do
not believe our co mments apply to your facts and circumstances, please tell us why in
your response.

After reviewing your response to this comment , we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments
in our March  1, 2017 letter .

Form 8 -K filed December 14, 2016

Exhibit 99.2

1. We note your response to comment 5 that in future presentations, when you present
historical or projected non -GAAP measures, you will provide the most comparable
GAAP measures, except to th e extent that, with respect to projected non -GAAP
financial measures, you rely on the “unreasonable efforts” exception contained in
Regulation G. Please confirm that to the extent that you rely on the referenced

Mr. D. Anthony Scaglione
ABM Industries Incorporated
April 14, 2017
Page 2

 exception in future filings, you will disclo se that fact and identify the information
that is unavailable and its probable significance in a location of equal or greater
prominence.

You may contact Jorge L. Bonilla at (202) 551 -3414 or me at (202) 551 -3429
with any questions .

                                                                                    Sincerely,

        /s/ Kristi Marrone

                                                                                                Kristi Marrone
                                                                                     Staff Accountant
                                                                                                Office of Real Estate and
                                                                                                Commodities

CORRESP
1
filename1.htm

        D. Anthony Scaglione

        Executive Vice President

        and Chief Financial Officer

        One Liberty Plaza, 7th Floor

        New York, NY 10006

        Office: (212) 297-9748

        Fax: (866) 406-3683

VIA EDGAR

March 24, 2017

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Kristi Marrone

    Re:
    ABM Industries Incorporated

    Form 10-K as of October 31, 2016

    Filed  December 21, 2016

    File No. 001-08929

    Form 8-K

    Filed December 14, 2016

    File No. 001-08929

Ladies and Gentlemen:

On behalf of ABM Industries Incorporated
(referred to as “ABM,” “we,” “our,” or the “Company”), please find our responses
to the letter from the staff of the Securities and Exchange Commission (the “Staff”) dated March 1, 2017 with respect
to the above-referenced filings. All references to years within this letter are to our fiscal year, which ends on October 31.
To assist with your review, we have included the Staff’s comments in italics directly above our responses.

Form 10-K for the fiscal year ended
October 31, 2016

Filed December 21, 2016

File No. 001-08929

Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations

            Critical Accounting Policies and Estimates, page 41

    1.

        We note from your disclosure
on page 47 that as of October 31, 2016, you estimated a range of possible loss contingencies between $0 – 7 million. Please
tell us how you determined this range in light of the substantial legal settlement entered into on February 6, 2017.

Response:

We note that in the first paragraph of Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations (“M D & A”), of the Company’s Annual
Report on Form 10-K for the year ended October 31,

March 24, 2017

Page 2 of 4

2016 (the “Form 10-K”),
we state that the Company’s M D & A should be read in conjunction with the Company’s consolidated financial
statements and accompanying notes (the “Financial Statements”). In the Financial Statements, we specifically
disclosed in Note 16 that the range of possible loss contingencies of $0-7 million excluded any loss related to the Augustus
case. In Note 16 the Company discussed the Augustus case in detail and provided appropriate context of the status of
possible loss since Note 16 disclosed: (a) the amount of the judgment by the Superior Court of California in favor of plaintiffs
of $89.7 million and the $4.5 million relating plaintiffs’ attorneys’ fees (collectively, $94.2 million) and (b) that
the State of California, Second Appellate District (the “Appeals Court”) had subsequently reversed the judgment of
the Superior Court and vacated the damages award. As a result of this disclosure, the Company provided the full context of a range
of $0 in the case of the Appeals Court ruling, to the upper end of the original awards of $94.2 million.

 2. With respect to the Augustus
case and the Karapetyan case settled on February 6, 2017 please tell us how you considered ASC 450-20-25-2 in determining that
an accrual for loss contingencies was not required as of October 31, 2016.  We refer also to your Forms 8-K filed on
December 23, 2016 and February 7, 2017.

Response:

With respect to the Augustus case
and the Karapetyan case settled on February 6, 2017, we evaluated such loss contingencies in accordance with ASC 450-20-25-2
and determined that an accrual for loss contingencies was not probable as of October 31, 2016. The Company based its assessment
on its analysis of applicable law, conducted with the assistance of external counsel, which was supported by the decision of the
Appeals Court on December 31, 2014. The Appeals Court opinion stated that “on-call rest breaks are permissible” and
remaining on call during rest breaks does not render the rest breaks invalid under California law. The Appeals Court explained
that “although on-call hours constitute ‘hours worked’ remaining available to work is not the same as performing
work…Section 226.7 proscribes only work on a rest break.” The Company, together with its outside appellate counsel,
Gibson, Dunn & Crutcher, strongly believed that the decision of the Appeals Court was correct and would be affirmed by the
California Supreme Court. As of December 21, 2016, the date we filed the Form 10-K, we had no indication of the unfavorable outcome
of the California Supreme Court decision issued on December 22, 2016. Subsequent to the unfavorable ruling, the Company began to
assess its options, including consideration of filing a petition for rehearing with the California Supreme Court and potentially
filing a writ of certiorari with the U.S. Supreme Court. After consideration of its options for further review and relief, the
Company began settlement discussions and ultimately agreed to settle the matter for $110.0 million, as disclosed in the Company’s
Form 8-K filed on February 7, 2017.

With respect to the Karapetyan case,
the Company believed that, under applicable law, a loss was not probable. The Karapetyan case involved allegations that
were similar to those in the Augustus case but also included legal and factual issues not presented in the Augustus case.
The Company assessed that a loss was not probable in the Karapetyan case due to significant factual disputes, different
legal issues, the pendency of the Augustus case, uncertainty as to whether the court would certify a class in the Karapetyan
case, and how, if a class were certified, the class would be defined.

Form 8-K filed December 14, 2016

Exhibit 99.1

Reconciliations of Non-GAAP Financial
Measures

 3. We note that your non-GAAP
reconciliations begin with non-GAAP measures rather than GAAP measures. It appears that these reconciliations present the non-GAAP
measures with greater prominence than GAAP measures. Please tell us the consideration you gave to Question 102.10 of the Compliance
and Disclosure

March 24, 2017

Page 3  of 4

Interpretations on Non-GAAP Financial Measures issued on
May 17, 2016. Additionally, in future filings provide discussion within your reconciliations of how you calculated the adjustment
for income taxes. This comment is also applicable to the non-GAAP reconciliations found in Exhibit 99.2.

Response:

In response to the Staff’s comment,
the Company will revise its future earnings release materials furnished under Item 2.02 of Form 8-K to present comparable GAAP
measures with equal or greater prominence to any non-GAAP measure presented and will begin reconciliations with GAAP measures instead
of non-GAAP measures. We confirm that in future filings, we will provide discussion within our reconciliations of how we calculated
the adjustment for income taxes. Please see our response to question 5 with respect to the application of Question 102.10 to Exhibit
99.2.

 4. Please explain what is
included in the Self-insurance adjustment and why you believe the exclusion of this amount from income from continuing operations
results in a measure that is useful to investors. Provide us with your proposed disclosure to the extent that this adjustment
is included in future earnings releases or filings. This comment is also applicable to the non-GAAP reconciliations found in Exhibit
99.2.

Response:

Background – ABM’s
Insurance Program

The Company uses a combination of insured
and self-insurance programs to cover workers’ compensation, general liability, automobile liability, property damage, and
other insurable risks. We are also self-insured for certain employee medical and dental plans. As of October 31, 2016, we had gross
insurance claim reserves totaling $423.8 million.

We engage a professional third-party claims
administrator to administer all claims. Our claims management process is further augmented by ABM internal resources and other
external resources and involves a comparison of actual trends to expected trends as well as monitoring of claims developments.
We engage an independent actuarial firm to perform an annual insurance reserve evaluation as well as a mid-year actuarial review
by claim type and policy year. In addition to any changes in reserve amounts which arise as a result of the actuarial studies,
in between evaluations we adjust the reserve and/or actual paid amounts for individual claims in response to, and as we learn of,
claim-specific information (e.g., a required surgery).

ABM’s Non-GAAP Self-Insurance
Adjustment

The Company adjusts income from continuing
operations to eliminate changes to its self-insurance reserves for general liability, workers’ compensation, and automobile
claims to the extent that those changes relate to claims that occurred prior to the beginning of the then-current fiscal year.
For the year ended October 31, 2016, the Company adjusted income from continuing operations by $31.6 million, which amount related
to increases in its insurance reserves that reflected unfavorable developments in its estimate of ultimate losses related to general
liability, workers’ compensation, and automobile liability claims that occurred prior to November 1, 2015. The Company believes
that such adjustments provide investors with meaningful information about the current ongoing performance of the business. The
adjustments, positive and negative, are excluded from divisional management operating results because they relate to developments
of claims that could date back many years and could be influenced by changes in regulatory, legal or medical trends that management
has little ability to influence. We believe the exclusion of these amounts is useful to investors as it provides insight into management’s
best estimate of current, fully-loaded insurance costs that are allocated to the divisions. Consistent with this approach, at the
divisional level, the Company’s annual incentive compensation programs also exclude positive and negative adjustments for
prior years’ claims development.

March 24, 2017

Page 4  of 4

To the extent that we include this type of adjustment in future
earnings releases or filings, we propose to add the following disclosure as a footnote to the adjustment for such insurance reserves:

Self-insurance adjustment -
Represents adjustments to our self-insurance reserve for general liability, workers' compensation and automobile claims related
to accidents that occurred in prior years. When management develops insurance expense for the current year, it estimates such
expense in conjunction with the Company’s outside actuary to take into consideration past history and current costs and
regulatory trends. Once the Company develops its best estimate of insurance expense premiums for the year, the Company fully allocates
such costs to the business leaders to hold them accountable for the current year costs within operations. Since these prior period
reserve changes relate to claims that could date back many years, current management has limited ability to influence the ultimate
development of the prior year changes. Accordingly, including the prior period reserve changes in the Company's current operational
results does not depict how the business is run as the Company holds its divisional management accountable for the current year's
operational performance. The Company believes these adjustments provide investors and analysts a meaningful way to
evaluate the Company’s performance.

Exhibit 99.2

 5. We note that you have
highlighted Adjusted Income from Continuing Operations and Adjusted EBITDA for the quarter and year ended October 31, 2016, but
not the most comparable GAAP measures. We also note that you have presented actual and projected Adjusted EPS, but not a GAAP-based
EPS measure. Please tell us how your disclosure complies with Question 102.10 of the Compliance and Disclosure Interpretations
on Non-GAAP Financial Measures issued on May 17, 2016.

Response:

We respectfully note that Question 102.10
of the updated Compliance and Disclosure Interpretations relates to Item 10(e) of Regulation S-K. Exhibit 99.2 of our Current
Report on Form 8-K filed on December 14, 2016 was furnished under Item 7.01 of Form 8-K. In future presentations, when we present
historical or projected non-GAAP measures, we will provide the most comparable GAAP measures, except to the extent that, with
respect to projected non-GAAP financial measures, we rely on the “unreasonable efforts” exception contained in
Regulation G.

If you have any questions with respect
to any of the information in this letter, please call me at 212-297-9748.

Very truly yours,

/s/ D. Anthony Scaglione

D. Anthony Scaglione

Executive Vice President and

Chief Financial Officer

Mail Stop 3233

March 1, 2017

Via E -Mail
Mr. D. Anthony Scaglione
Executive Vice President and Chief Financial Officer
ABM Industries Incorporated
One Liberty Plaza, 7th Floor
New York, NY  10006

                 Re: ABM Industries Incorporated
                        Form 10 -K for the f iscal year ended Octo ber 31, 20 16
Filed December 21 , 2016
File No. 00 1-08929

Form 8 -K
Filed December  14, 2016
File No. 001 -08929

Dear M r. Scaglione:

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to these comments  within ten busine ss days by providing the
requested information or advis e us as soon as possible when you will respond.  If you do
not believe our comments apply to your facts and circumstances, please tell us why in
your response.

After reviewing your response to these  comments, we may have  additional
comments.

Form 10 -K for the fiscal year ended October  31, 2016

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Critical Accounting Policies and Estimates, page 41

1. We note from your disclosure on page 47 that as of October 31, 2016, you
estimated a range of possible loss  contingencies  between $0 – 7 million.  Please

Mr. D. Anthony Scaglione
ABM Industries Incorporated
March 1, 2017
Page 2

 tell us how you determined this range, in light of the substantial legal settlement
entered into on F ebruary 6, 2017.

Note 16. Commitments and Contingencies

Certain Legal Proceedings , page 80

2. With respect to the Augustus case and the Karapetyan  case settled on February 6,
2017 please tell us how you considered ASC 450 -20-25-2 in determining that an
accrual for loss contingencies was not required as of October 31, 2016.   We refer
also to your Form s 8-K filed on December 23, 2016 and February 7, 2 017.

Form 8 -K filed December 14, 2016

Exhibit 99.1

Reconciliations of Non -GAAP Financial Measures

3. We note that y our non -GAAP reconciliations begin with non -GAAP measures
rather than GAAP measures . It appears that these reconciliations present the non-
GAAP measures  with greater  prominence  than GAAP measures . Please tell us the
consideration you gave to Question 102.10 of the Compliance and Disclosure
Interpretations on Non -GAAP Financial Measures  issued on May 17, 2016.
Additionally, in future filings provide discussion within your reconciliations of
how you calculated the adjustment for income taxes.  This comment is also
applicable to the non -GAAP reconciliations found in Exhibit 99.2.

4. Please explain what is included in the Self -insurance adjustment and why you
believe the exclusion of this amount from income from continuing operations
results in a measure that is useful to investors.  Provide us with your proposed
disclosure to the extent that this adjustment is included in future earnings releases
or filings.  This comment is also applicable to the non -GAAP reconciliations
found in Exhibit 99.2.

Exhibit 99.2

5. We note that you have highlighted Adjusted Income from Continuing Operations
and Adjusted EBITDA for the quarter and year ended October 31, 20 16, but not
the most comparable GAAP measures.  We also note that you have presented
actual and projected Adjusted EPS, but not a GAAP -based EPS measure.  Please
tell us how your disclosure complies with Question 102.10 of the Compliance and
Disclosure Int erpretations on Non -GAAP Financial Measures  issued on May 17,
2016.

Mr. D. Anthony Scaglione
ABM Industries Incorporated
March 1, 2017
Page 3

 We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action  by the staff.

You may contact Jorge L. Bonilla at (202) 551 -3414 or me at (202) 551 -3429
with any questions .

                                                                                    Sincerely,

        /s/ Kristi Marrone

                                                                                                Kristi Marrone
                                                                                     Staff Accountant
                                                                                                Office of Real Estate and
                                                                                                Commodities

Mail Stop 3233
May 3, 2016

Via E -mail
Mr. D. Anthony Scaglione
Executive Vice President and Chief
Financial Officer
ABM Industries Incorporated
551 Fifth Avenue, Suite 300
New York, NY 10176

Re: ABM Industries Incorporated
Form 10 -K for the fiscal year ended October 31, 2015
Filed December 17,  2015
            File No. 001-08929

Dear Mr. Scaglione :

 We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or a ny person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1 934 and all applicable rules require.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Senior Assistant Chief Accountant
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

        D. Anthony Scaglione

        Executive Vice President

        and Chief Financial Officer

        551 Fifth Avenue, 3rd Floor

        New York, NY 10176

        Office: (212) 297-9748

        Fax: (866) 406-3683

April 28, 2016

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Jaime G. John

    Re:
    ABM Industries Incorporated

    Form 10-K as of October 31, 2015

    Filed on December 17, 2015

    File No. 001-08929

Ladies and Gentlemen:

On behalf of ABM Industries Incorporated
(referred to as “ABM,” “we,” “our,” or the “Company”), please find our responses
to the letter from the staff of the Securities and Exchange Commission (the “Staff”) dated April 1, 2016 with respect
to the above-referenced filing. All references to years within this letter are to our fiscal year, which ends on October 31.
To assist with your review, we have included the Staff’s comments in italics directly above our responses.

Form
10-K FOR THE YEAR ENDED OCTOBER 31, 2015

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting
Firm, page 54

 1. We note that the report of your independent registered public accounting firm states that the
audits were conducted “in accordance with the auditing standards of the Public Company Accounting Oversight Board (United
States).” Please have your auditor tell us why the report refers to the “auditing standards” of the PCAOB instead
of all standards of the PCAOB. If true, amend your Form 10-K to include an audit report to state that the audits were conducted
in accordance with “the standards of the Public Company Accounting Oversight Board (United States).” Refer to Auditing
Standards No. 1.

    1

        D. Anthony Scaglione

        Executive Vice President

        and Chief Financial Officer

        551 Fifth Avenue, 3rd Floor

        New York, NY 10176

        Office: (212) 297-9748

        Fax: (866) 406-3683

Response:

We have discussed this comment with our
independent registered public accounting firm and concur with your comment that the opinion should have referred to all standards
of the Public Company Accounting Oversight Board (United States) (“PCAOB”) instead of “auditing standards.”
The inclusion of the word “auditing” was an administrative error. Our independent registered public accounting firm
has provided us with a revised opinion reflecting this change and has confirmed to us that its opinion to be included in our annual
report on Form 10-K for fiscal year 2016 will refer to all standards of the PCAOB. We respectfully request that such future filing
conclude this matter.

Note
12. Insurance, page 76

 2. In future periodic filings, please disclose a roll forward of your insurance reserves for each
year presented. The roll forward should include the amount of incurred claims, any changes in the provision for prior year events,
and the amount of payments made. Provide an example of your proposed disclosure. To the extent you do not believe this disclosure
is material; tell us how you made that determination. Refer to ASC 944-40-50-3.

Response:

We will add a roll forward of our insurance
reserves to our insurance footnote in our future annual periodic filings for each year presented. An example of our proposed disclosure
that we will include in our future annual filings is set forth below:

Insurance Reserves

      Year
                                         Ended October 31,

    (in
    millions)
      2015
      2014
      2013

    Balance, beginning of year
    $ XXX

    $  XXX
    $ XXX

    Change in case reserves plus IBNR* - current year
       X
       X
       X

    Change in case reserves plus IBNR* - prior year
       X
       X
       X

    Claims paid
       X
       X
       X

    Balance, end of year
    $  XXX
    $ XXX

    $ XXX

*Incurred but not reported
claims.

    2

        D. Anthony Scaglione

        Executive Vice President

        and Chief Financial Officer

        551 Fifth Avenue, 3rd Floor

        New York, NY 10176

        Office: (212) 297-9748

        Fax: (866) 406-3683

 3. We note in your disclosure on page 27 that $36 million
of the $42 million increase in your insurance reserves relates to years prior to 2015. We further note on page 76 that your general
liability reserve increase was due in part to an increase in the number of premises liability claims from earlier years reported
to you subsequent to the 2014 actuarial evaluations. Please provide additional details regarding the nature, amount and timing
associated with these additional claims to clarify why recognition occurred during 2015 and was not required in 2014.

Response:

Background – ABM’s
Insurance Program

ABM’s insurance claim reserves are
primarily comprised of three types of insurance coverage: (i) General Liability; (ii) Workers Compensation; and (iii) Automobile
Liability.

We engage a professional Third-Party Claims
Administrator (“TPA”) to administer all claims included within the scope of the actuarial review described in the following
paragraphs. Our claims management process is further augmented by other external resources and ABM.

Consistent with prior periods, we engage
an independent actuarial firm (the “Actuarial Firm”) to perform an insurance reserve evaluation as of April 30 each
year. The April 30, 2015 evaluation (the “2015 Evaluation”) considered all changes made to claims reserves and claim
payment activity for the period commencing May 1, 2014 and ending April 30, 2015 (the “2015 Review Period”).

With respect to the 2015 Evaluation, the
Actuarial Firm took into consideration and evaluated the following trends in order to determine its estimate of ultimate losses:
(i) paid claim development trends; (ii) incurred development trends inclusive of claim reserving patterns; (iii) frequency and
severity trends for claims with dates of the loss occurring within the 2015 Review Period; and (iv) frequency and severity trends
for claims with dates of loss prior to April 30, 2014, but reported during the 2015 Review Period.

We performed this review for all policy
years in which open claims existed.

We accrue for our estimates of these loss
contingencies with appropriate consideration of the provisions of ASC 450-20-25-2.

Our estimates of ultimate losses are based
on a combination of actuarial methods that include the development of losses on known claims as well as an estimate of the loss
amounts associated with incurred but not reported (“IBNR”) claims.

In addition to the claims not previously
reported, the IBNR estimates are based on the overall complexity of ABM’s insurance program, which estimates take into consideration
many factors including frequency of

    3

        D. Anthony Scaglione

        Executive Vice President

        and Chief Financial Officer

        551 Fifth Avenue, 3rd Floor

        New York, NY 10176

        Office: (212) 297-9748

        Fax: (866) 406-3683

litigation and outcomes within the jurisdictions
in which we maintain a significant presence. Legal, political and economic factors within these jurisdictions can further affect
the time it takes to resolve known claims within the open inventory. Moreover, these same factors can increase the likelihood that
claims that were previously unknown at the time of prior actuarial evaluations may result in allegations that require us to spend
substantial legal or other loss adjustment expenses beyond those previously estimated in the initial IBNR estimate.

Actuarial Analyses Results for
Years Prior to 2015 for Claims under General Liability Coverage

During the 2015 Review Period, we received
our “first notice” on 452 claims with dates of loss prior to April 30, 2014 that were not known during the previous
estimate of our ultimate losses but estimated in our April 30, 2014 actuarial evaluation (the “2014 Evaluation”) IBNR
estimate. During the 2015 Evaluation, there was an increase of 66 reported claims from what was previously estimated during the
2014 Evaluation and included in our 2014 Evaluation IBNR estimate. The resulting change in our ultimate loss estimate for these
66 claims was approximately $2.0M. The delay in receiving notice for general liability claims is primarily due to the noted above
jurisdictional complexities and an extensive lag period between when alleged losses occur and when third parties report the losses.
As an example, we provide our services at premises that we do not own or manage, but are required by contract to provide liability
insurance at these properties for reported losses by third parties for both bodily injury and property damage. On average, ABM
receives notification in approximately 250 days. However, in more challenging jurisdictions, the lag period can extend to 330 days
or longer. Given the lengthy and often unpredictable lag time of a general liability claim and the increase in frequency of claims
above what was expected, the ultimate loss previously estimated changed during the 2015 Evaluation.

    4

        D. Anthony Scaglione

        Executive Vice President

        and Chief Financial Officer

        551 Fifth Avenue, 3rd Floor

        New York, NY 10176

        Office: (212) 297-9748

        Fax: (866) 406-3683

 4. Additionally we note that the adverse development related to your automobile liability was primarily
attributable to three large multi-party claims that occurred in the 2013 policy year. Please
provide to us additional details regarding the nature, amount and extent of new events that occurred during 2015 associated with
these claims or additional experience or information obtained since the last reporting date that led to the change in estimate.
Also ensure that your response addresses the timing associated with these events to clarify why recognition occurred during 2015
and was not required in 2014.

Response:

While several policy years contributed
to the change in estimate of ultimate losses for our automobile liability program, the majority of the adjustment related to 2013.
More specifically, there were 77 2013 claims totaling $1.6M in which the incurred values changed during the Review Period. Of the
$1.6M increase to the total incurred values, $1.1M (60%) was directly related to the three 2013 claims cited in the disclosure.
The severity of these claims and the magnitude in which the changes exceeded previously established IBNR estimates necessitated
a $2.1M adjustment to the ultimate losses as determined by the actuaries.

The following table reflects the details
of the new developments occurring during the Review Period related to the three claims:

    Date of

    Loss

    Incurred

    Change $

    Date
    of Change

    Contributing

    Factors

    February 5, 2013

    $
    285K

    February 27, 2015

    ABM lost our motion for summary judgment.  Judge ruled that our negligence was proximate cause of plaintiff injuries

    April 10, 2013

    $
    235K

    June 11, 2014

    Receipt of plaintiff demand package including detailed plaintiff medicals and specials

    April 10, 2013

    $
    572K

    April 30, 2015

    Passenger claim settled for $360K, driver injuries include back fusion surgery

    5

        D. Anthony Scaglione

        Executive Vice President

        and Chief Financial Officer

        551 Fifth Avenue, 3rd Floor

        New York, NY 10176

        Office: (212) 297-9748

        Fax: (866) 406-3683

We acknowledge the following:

 · ABM is responsible for the adequacy and accuracy of the disclosure in its filings;

 · Staff comments or changes to disclosure in response to Staff comments do not foreclose the Securities
and Exchange Commission from taking any action with respect to ABM’s filings; and

 · ABM may not assert Staff comments as a defense in any proceeding initiated by the Securities and
Exchange Commission or any person under the federal securities laws of the United States.

If you have any questions with respect
to any of the information in this letter, please call me at 212-297-9748.

Very truly yours,

/s/ D. Anthony Scaglione

D. Anthony Scaglione

Executive Vice President and

Chief Financial Officer

    6

Mail Stop 3233
April 1 , 2016

Via E -mail
Mr. D. Anthony Scaglione
Chief  Financial Officer
ABM Industries Incorporated
551 Fifth Avenue, Suite 300
New York, N Y 10176

Re: ABM Industries Incorporated
Form 10 -K for the fiscal year ended October 31, 2015
Filed December 17, 2015
             File No. 001-08929

Dear Mr. Scaglione :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 8.  Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm, page 54

1. We note that the report  of your independent registered public accounting firm state s that
the audits were conducted “in accordance with the auditing standards of the Public
Company Accounti ng Oversight Board (United States). ”  Please have your auditor tell us
why the report refers to the “auditing standards” of the PCAOB instead of all standards of
the PCAOB.  If true, amend your Form 10 -K to include an audit  report  to state that the
audits were conducted in accordance with “the standards of the Public Company
Accounting Oversight Board (United States) .”  Refer to Auditing Standards No. 1.

Mr. D. Anthony Scaglione
ABM Industries Incorporated
April 1 , 2016
Page 2

 Note 12. Insurance , page 76

2. In future periodic filings, please disclose a roll forward of your insurance rese rves for
each year presented.   The roll forward should include the amount of incurred claims, any
changes in the provision for prior year events, and the amount of payments made.
Provide an example of your proposed disclosure.  To the extent you do not bel ieve this
disclosure is material ; tell us how you made that determination.   Refer to ASC 944 -40-
50-3.

3. We note in your disclosure on page 27 that $36 million of the $42 million increase  in
your insurance reserves re lates to year s prior to 2015.  We furth er note on page 76 that
your gener al liability reserve increase was due in  part to an increase in the number of
premises liability claims from earlier years reported to you subsequent to the 2014
actuarial evaluations .  Please provide additio nal details re garding the nature, amount and
timing associated with these additional claims to clarify why recognition occurred during
2015 and was not required in 2014 .

4. Additionally we note  that the adverse development related to your automobile liability
was primar ily attributable to three large multi -party claims that occurred in the 2013
policy year.   Please provide to us additional details regarding the nature, amount and
extent of new events that occurred during 2015 associated with these claims or additional
experience or information obtained since the last reporting date that led to the change in
estimate.  Also ensure that your response addresses the timing associated with these
events to clarify why recognition occurred during 2015 and was not required in 201 4.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the c ompany and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from  taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. D. Anthony Scaglione
ABM Industries Incorporated
April 1 , 2016
Page 3

 You may contact Becky Chow, Sta ff Accountant,  at (202) 551 -6524  or the undersigned at
(202) 551 -3446  if you have any questions.

Sincerely,

 /s/ Jaime G. John

Jaime G. John
Branch Chief
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

        Dean Chin

        SVP, Corporate Controller &

        Chief Accounting Officer

        551 Fifth Avenue, 3rd Floor

        New York, NY 10176

        Office: (212) 297-9708

        Fax: (866) 406-3683

April 4, 2016

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Jaime G. John

    Re:
    ABM Industries Incorporated

Form 10-K as of October 31, 2015

Filed on December 17, 2015

File No. 001-08929

Ladies and Gentlemen:

In connection with the staff’s letter dated April 1, 2016
relating to the above-captioned Form 10-K, this will confirm my conversation with Becky Chow, Staff Accountant of the Division
of Corporation Finance that the date for responding to staff comments set forth in such letter is extended to April 29, 2016.

Please contact the undersigned at (212) 297-9708 with any questions
concerning the foregoing. The undersigned’s facsimile number is (866) 406-3683.

Very truly yours,

/s/ Dean A. Chin

Dean A. Chin

SVP- Corporate Controller and

Chief Accounting Officer

October 22, 2010
 Mr. James Lusk Chief Financial Officer ABM Industries Incorporated 551 Fifth Avenue, Suite 300 New York, New York 10176

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               File No. 001-08929

Dear Mr. James Lusk:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time on the specific issues raised.
Sincerely,

Cicely LaMothe
Accounting Branch Chief

CORRESP
1
filename1.htm

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

October 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”, “we” or “our”), 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 October 13, 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.

    We note your response to prior comment one and your discussion of disclosure controls and
procedures on page 69. You disclose that “no evaluation of controls can provide absolute
assurance that all control issues, if any, within the Company have been detected.” Since your
disclosure indicates that your disclosure controls and procedures were designed to provide
reasonable assurance that the controls and procedures will meet their objectives, you should
state, if true, that your disclosure controls and procedures were effective at the reasonable
assurance level. Please confirm that management’s conclusions regarding the effectiveness of your disclosure controls and procedures were made
at the reasonable assurance level and update your disclosure in future filings accordingly.

ABM Industries Incorporated

October 15, 2010

Page 2

Response:

    We confirm that management’s conclusions set forth in our Annual Report on Form 10-K for the
year ended October 31, 2009 regarding the effectiveness of our disclosure controls and
procedures were made at the reasonable assurance level at October 31, 2009. In future
filings, we will update our disclosure to reflect a reasonable assurance conclusion, to the
extent appropriate.

******

On behalf of the Company, the undersigned hereby acknowledges that:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure
in the filings it makes with the Securities and Exchange Commission;

    •

    Staff comments or changes to disclosure in response to Staff comments in the
filings reviewed by the Staff do not foreclose the Securities and Exchange Commission
from taking any action with respect to the filings; and

    •

    The Company may not assert Staff comments as a defense in any proceeding
initiated by the Securities and Exchange Commission or any person under the federal
securities laws of the United States.

If you have any questions with respect to any of the information in this letter, you can telephone
me at 212-297-9871. My fax number is 866-422-0963.

Sincerely,

/s/ James Lusk

James Lusk

Executive Vice President and Chief Financial Officer

ABM Industries Incorporated

October 13, 2010

Mr. James Lusk Chief Financial Officer ABM Industries Incorporated 551 Fifth Avenue, Suite 300 New York, New York 10176

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

Dear Mr. James Lusk:

We have reviewed your letter dated September 15, 2010 in connection with the above-
referenced filings and have the following comment.  In our comment, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have addi tional comments.  Unless otherwise noted, where
prior comments are referred to they re fer to our letter dated August 19, 2010.
 Form 10-K for the year ended October 31, 2009

 Item 9A – Controls a nd Procedures, page 69

1. We note your response to prior comment one a nd your discussion of disclosure controls
and procedures on page 69.  You disclose th at “no evaluation of controls can provide
absolute assurance that all control issues , if any, within the Company have been
detected.”  Since your disclosure indicates th at your disclosure c ontrols and procedures
were designed to provide reason able assurance that the controls and procedures will meet
their objectives, you should state, if true, th at your disclosure cont rols and procedures

 James Lusk ABM Industries Incorporated October 13, 2010  [Page 2]
were effective at the reasonable assurance level.  Please confirm that management’s conclusions regarding the effec tiveness of your disclosure c ontrols and procedures were
made at the reasonable assurance level and update your disclosure in future filings
accordingly.

 You may contact Jaime John, at (202) 551-3446 , Jessica Barberich at (202) 551-3782 or
me at (202) 551-3413 if you have questions regard ing comments on the financial statements and
related matters.  Please cont act Sonia Barros at (202) 551-3655 or Phil Rothenberg at (202) 551-
3466 with any questions.

         S i n c e r e l y ,
Cicely LaMothe Accounting Branch Chief

CORRESP
1
filename1.htm

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

CORRESP
1
filename1.htm

Correspondence

    551 Fifth Avenue · Suite 300

New York, NY 10176

Telephone: 212-297-9708

Facsimile: 866-406-3683

Dean Chin

Senior Vice President and Controller

August 25, 2010

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Jessica Barberich, Assistant Chief Accountant

    Re:

    ABM Industries Incorporated

    Form 10-K as of 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:

In connection with the staff’s letter dated August 19, 2010 relating to the above-captioned
filings, this will confirm my understanding with Ms. Jaime John
of the Division of Corporation
Finance that we have agreed that ABM Industries will respond to staff comments set forth in such
letter on or before September 17, 2010.

Please contact the undersigned at (212) 297- 9708 with any questions concerning the foregoing. The
undersigned’s facsimile number is 866-406-3683.

Very truly yours,

/s/ Dean Chin

Dean Chin

Senior Vice President and Controller

August 19, 2010

Mr. James Lusk Chief Financial Officer ABM Industries Incorporated 551 Fifth Avenue, Suite 300 New York, New York 10176

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

Dear Mr. James Lusk:

We have reviewed your letter dated J une 25, 2010 in connection with the above-
referenced filings and have the following commen ts.  In some of our comments, we may ask you
to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  Unless otherwise noted, where prior comments are referred to they re fer to our letter dated May 11, 2010.

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

Item 9A – Controls a nd Procedures, page 69
1. Throughout the commenting process, you have  identified severa l errors in your
disclosures (i.e., related to the Summary Co mpensation Table, Schedule of Consolidated
Valuation Accounts, and disclosure of the y ear in which a certain claim was settled).
Please tell us what consideration you gave  to reassessing your c onclusion regarding the

 James Lusk
ABM Industries Incorporated August 19, 2010  [Page 2]
effectiveness of your disclosure controls and procedures as of October 31, 2009 and the
results of that reassessm ent, if applicable.
 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 the your financial perfor mance 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 performan ce 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 areas of leadership, operational improve ment, 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 Co mpany in fiscal year 2009 and thus the
Compensation Committee and the CEO Comm ittee assigned a rating of 177% as it
related to the achievement of non-financial objectives.  Please  describe in greater details
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 appr opriate.  Please provide this disclosure in
future filings and tell us how you plan to comply.

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 respons e also notes that taking these factors into
consideration, the Committee determined to gr ant the CEO equity in an aggregate amount
equal to 100% of base salary, for Mr. Lusk equity in an aggregate amount equal to 50%

 James Lusk ABM Industries Incorporated August 19, 2010  [Page 3]
of base salary, for Mr. McClure equity in an aggregate amount equal to 55% of base
salary, for Mr. Zaccagnini an amount e qual 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 allo cated to performance shares, 25% of the
equity grant was allocated to restricted stock units and 25% was allocated to stock
options.  Please provide the rele vant 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 determ ine 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 restrict ed stock units and 25% was allocated to stock
options.  Please provide this disclosure in future filings and tell us how you plan to
comply.

You may contact Jaime John, at (202) 551-3446 , Jessica Barberich at (202) 551-3782 or
me at (202) 551-3413 if you have questions regard ing comments on the financial statements and
related matters.   Please contact Sonia Barros at (202) 551-3655 or Phil Rothenberg at (202) 551-
3466 with any other questions.

                                                      Sincerely,

Cicely LaMothe Accounting Branch Chief

CORRESP
1
filename1.htm

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

June 25, 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 as of October 31, 2008

Filed on December 22, 2008

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

Filed December 22, 2009

Schedule 14A

Filed February 1, 2010

File No. 001-08929

Ladies and Gentlemen:

On behalf of ABM Industries Incorporated (the “Company”), 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 May 11, 2010. All references to years made in the
responses are based on the Company’s fiscal year that ends on
October 31. For your convenience, the Company’s
responses are keyed to the comments in the Staff’s letter.

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

    1.

    We considered your responses to comment one and previous comments as they relate to the IBM
transition costs. The staff is unable to agree with the Company’s conclusion that the upfront
transition costs represent an asset that should be deferred and expensed over the term of the
agreement. If you continue to believe that a correction is not necessary, please provide a
materiality analysis under SAB 99 and SAB 108 for this specific issue.

ABM Industries Incorporated

June 25, 2010

Page 2

Response:

While the Company respects the Staff’s views about the appropriate pattern of expense recognition
for these costs, the Company continues to believe that a correction for this specific issue is not
necessary. Accordingly, at the Staff’s request, the Company has provided the following materiality
analysis under SAB 99 and SAB 108 for this specific issue as proposed by the Staff. The Company has
adjusted the previously reported 2007 financial statements to expense incurred IBM transition costs
(“Transition Costs”) of $4.8 million, reduced by the previously expensed deferred Transition Costs of $0.7
million and the income tax expense impact of such adjustments of $1.6 million. The Company has also
adjusted the previously reported 2008 financial statements to reverse the previous write-off of
Transition Costs of $2.5 million and previously expensed deferred Transition Costs of $0.7 million,
reduced by the income tax expense impact of such amounts of $1.2 million.

Quantitative Assessment

    2008

    2007

    Adjust-

    Adjust-

    (in thousands, except for per share data)

    As reported

    ment

    As adjusted

    %

    As reported

    ment

    As adjusted

    %

    Income from continuing ops

    $
    52,731

    $
    1,938

    $
    54,669

    3.7
    %

    $
    50,647

    $
    (2,525
    )

    $
    48,122

    -5.0
    %

    Net income

    45,434

    1,938

    47,372

    4.3
    %

    52,440

    (2,525
    )

    49,915

    -4.8
    %

    EPS — ContOps — Basic

    1.04

    0.04

    1.08

    3.8
    %

    1.02

    (0.05
    )

    0.97

    -4.9
    %

    EPS — ContOps — Diluted

    1.03

    0.03

    1.06

    2.9
    %

    1.00

    (0.05
    )

    0.95

    -5.00
    %

    Adjusted EBITDA from ContOps

    133,456

    672

    134,128

    0.5
    %

    91,493

    672

    92,165

    0.7
    %

    Adjusted income from ContOps

    56,401

    410

    56,811

    0.7
    %

    48,800

    410

    49,210

    0.8
    %

    Adjusted diluted EPS

    1.10

    0.01

    1.11

    0.9
    %

    0.96

    0.01

    0.97

    1.0
    %

    Total assets

    1,575,944

    (588
    )

    1,575,356

    0.0
    %

    1,132,198

    (2,525
    )

    1,129,673

    -0.2
    %

    Total equity

    $
    644,051

    $
    (588
    )

    $
    643,463

    -0.1
    %

    $
    605,758

    $
    (2,525
    )

    $
    603,233

    -0.4
    %

The adjustments in 2008 represent the reversal of the Transition Costs that were written-off in
2008 and the annual expense charge related to the Transition Costs that was recorded. The
adjustments in 2007 represent the Staff’s proposed expensing of the Transition Costs as incurred,
offset by the reversal of the annual expense charge that was recorded. The adjustments made to
adjusted EBITDA and adjusted income from continuing operations in both 2008 and 2007 exclude the
adjustments to expense the Transition Costs as incurred, as those charges would have been excluded
from the Company’s presentation of adjusted EBITDA and adjusted income from continuing operations. This is consistent with the Company’s treatment of Transition Costs that
were expensed as incurred in 2006. However, adjusted EBITDA and adjusted income from continuing
operations includes the reversal of the annual Transition Costs expense of $0.7 million and $0.4
million (net of income taxes of $0.3 million), respectively, in both 2008 and 2007, since these
expenses were previously included in earnings. The impact on total assets and equity in 2008 relates
to the proposed write-off of the remaining deferred Transition Costs of $0.6 million, net of taxes
of $0.3 million, at October 31, 2008.

ABM Industries Incorporated

June 25, 2010

Page 3

The Company does not believe that the adjustments to expense the Transition Costs is quantitatively
material in 2008 or 2007. Further, consistent with the provisions of SAB 99, quantifying a
misstatement, in percentage terms, is only the first step in evaluating materiality, and cannot be
used as a substitute for a full analysis of all relevant considerations. Accordingly, the Company
has assessed the qualitative considerations below.

Qualitative Considerations

In evaluating the total mix of information available, the Company notes the absence of any
qualitative factors that would cause the adjustment to be material. The qualitative factors
believed by the Company to be relevant to this assessment are summarized below.

    •

    The adjustment does not mask a change in earnings or other trends, as illustrated below.
Expensing the Transition Costs as incurred would not have meaningfully impacted any of the
Company’s key financial metrics in 2008 and 2007. In addition, this adjustment would not
change reported income into a loss.

Income from Continuing Operations

    *

    Includes a non-recurring benefit of approximately
$37 million related to the World Trade Center insurance
gain.

ABM Industries Incorporated

June 25, 2010

Page 4

Net Income

    *

    Includes a non-recurring
benefit of approximately $45 million related to the World Trade
Center insurance gain, of which
approximately $8 million related to discontinued operations.

    •

    The adjustment does not hide a failure to meet analysts’ consensus expectations. The
analysts that followed the Company during 2007 and 2008 developed their estimates
predominantly on adjusted continuing earnings and continuing operating cash flows and did
not provide estimates based on net income. The adjustments had no impact on previously
reported operating cash flows. Further, as noted above, since the Transition Costs would
have been excluded from adjusted income from continuing operations and adjusted EBITDA, the
related adjustments to the Company’s adjusted earnings would not have impacted the
analysts’ consensus expectations.

    •

    The Transition Costs are considered corporate overhead and thus are allocated to the
Company’s corporate segment. Analysts assess the Company’s performance primarily based on
the results of its operating segments, excluding Corporate, which is not viewed as having a
significant role in determining the Company’s expected future performance.

    •

    The Staff’s proposed accounting for the Transition Costs would essentially accelerate
the recognition of expenses from 2008 to 2007. The Company believes that investors were
primarily focused on the long-term transformational importance of the costs incurred under
the IBM contract rather than the impact of those costs on the Company’s earnings in any
single period. From the beginning of the IT transformation in 2006, investors have been
transparently informed about the Company’s significant upfront and ongoing expenditures
under the IT outsourcing arrangement with IBM, since such cash flows and commitments have
been appropriately recognized and disclosed.

ABM Industries Incorporated

June 25, 2010

Page 5

    •

    The Company’s historical accounting was based upon its good faith interpretation of GAAP
in the absence of a prescriptive authoritative accounting model for executory contracts,
and not the result of an intentional misstatement.

    •

    Other qualitative considerations:

    •

    The amount of the Transition Costs was based on an agreement with IBM and was
not subject to an estimate;

    •

    Expensing Transition Costs would not affect compliance with any of the
Company’s loan covenants or conceal an unlawful transaction; and

    •

    Recognizing the Transition Costs would not have resulted in a significant
overall increase to management’s compensation during the period from 2007 through 2008.
It should be noted that management’s compensation is based on both financial and
non-financial objectives. These adjustments would have resulted in an decrease to the
financial objectives aspect of management’s compensation in 2007, which would have been
substantially offset by an increase in 2008. Additionally, the Company can not predict
the reaction that the adjustments would have had on the compensation committee’s
decisions related to non-financial objectives.

Conclusion

The Company believes that it is not probable that the judgment of a reasonable person relying on
the information would have been changed or be influenced by expensing the Transition Costs as
incurred. Accordingly, the Company does not believe that the previously issued 2008 and 2007
financial statements would be materially impacted (quantitatively or qualitatively) by expensing
the Transition Costs as incurred, as proposed by the Staff.

    2.

    We considered your responses to comment one and previous comments as they relate to the
goodwill impairment analysis associated with your Lighting division during 2007. The staff is
unable to agree with the Company’s single scenario methodology for assessing goodwill
impairment as of October 31, 2007, and we continue to question your conclusions. Please
confirm or advise whether your auditors concurred with your methodology. Additionally, if you
continue to believe that a correction is not necessary, please provide a materiality analysis
under SAB 99 and SAB 108 for this specific issue.

Response:

The Company respects the Staff’s views about the timing of the recognition of the impairment charge
related to goodwill associated with the Company’s discontinued Lighting segment. The Company
continues to believe that a correction for this specific issue is not necessary. Accordingly, at
the Staff’s request, the Company has provided the following materiality analysis under SAB 99 and
SAB 108 for this specific issue, adjusting the Company’s previously reported financial statements
to assume that the timing of the goodwill impairment charge of $4.5 million ($4.0 million, net of
taxes), which was recorded during the quarter ended April 30, 2008, was recognized as of October
31, 2007, as proposed by the Staff.

ABM Industries Incorporated

June 25, 2010

Page 6

The Company has been informed by its auditors
that they did not object to the use of a discounted cash flow approach to estimate fair value or
to the Company’s conclusion that the goodwill relating to the Lighting reporting unit was not impaired as of October
31, 2007. However, the Company has also been informed that, although the auditors did not rely
solely on the Company’s valuation of the Lighting reporting unit (because they believed that
certain assumptions used in the Company’s valuation were not adequately supportable), their
conclusion was based upon the cumulative evidence evaluated (which included the unsolicited offer
and other indications of interest, as previously discussed with the Staff). The Company further
advises the Staff that this matter was not reported by its auditors as a disagreement in their 2007
SAS 61 communications. The Company reminds the Staff that the finance personnel responsible for the Company’s financial
statements in 2007 are no longer with the Company.

Quantitative Assessment

In the Company’s 2008 Form 10-K, the operating results of the Company’s Lighting segment were
presented as discontinued operations. Therefore, the adjustment would have no impact on income from
continuing operations, adjusted income from continuing operations, adjusted EBITDA, or cash flows.
From an income statement perspective, the adjustment would only impact discontinued operations and
net income as shown below.

    2008

    2007

    Adjust-

    Adjust-

(in thousands, except for per share data)

    As reported

    ment

    As adjusted

    %

    As reported

    ment

    As adjusted

    %

    Discontinued operations

    $
    (7,297
    )

    $
    4,000

    $
    (3,297
    )

    -54.8
    %

    $
    1,793

    $
    (4,000
    )

    $
    (2,207
    )

    -223.1
    %

    Net income

    45,434

    4,000

    49,434

    8.8
    %

    52,440

    (4,000
    )

    48,440

    -7.6
    %

    EPS — DiscOps — Basic

    (0.14
    )

    0.07

    (0.07
    )

    -50.0
    %

    0.04

    (0.08
    )

    (0.04
    )

    -223.1
    %

    EPS — DiscOps — Diluted

    (0.14
    )

    0.08

    (0.06
    )

    -57.1
    %

    0.04

    (0.08
    )

    (0.04
    )

    -223.1
    %

    Goodwill

    535,772

    —

    535,772

    0.0
    %

    234,177

    (4,500
    )

    229,677

    -1.9
    %

    Total assets

    1,575,944

    —

    1,575,944

    0.0
    %

    1,132,198

    (4,000
    )

    1,128,198

    -0.4
    %

    Total equity

    $
    644,051

    $
    —

    $
    644,051

    0.0
    %

    $
    605,758

    $
    (4,000
    )

    $
    601,758

    -0.7
    %

The Company believes that it is important to note that (i) the Company does not believe that the
dollar amount of the adjustment ($4.0 million, net of taxes) is quantitatively material, and (ii)
due to the small denominator, the percentage impacts of the adjustments related to discontinued
operations data are mathematically amplified. Further, consistent with the provisions of SAB 99,
quantifying a misstatement, in percentage terms, is only the first step in evaluating materiality,
and cannot be used as a substitute for a full analysis of all relevant considerations. Accordingly,
the Company has assessed the qualitative considerations below.

ABM Industries Incorporated

June 25, 2010

Page 7

Qualitative Considerations

In evaluating the total mix of information available, the Company notes the following qualitative
factors believed to be relevant to this assessment.

    •

    The proposed adjustment was not the result of an intentional misstatement, but rather
relates to a judgmental accounting estimate. In preparing its 2007 consolidated financial
statements, the Company made a good faith effort to make its best estimate of the fair
value of the Lighting reporting unit, considering all available facts and circumstances
believed to be relevant at that time.

    •

    The Company does not believe that the adjustment masks a change in earnings or other
trends, as illustrated below (which indicates that, except for the one-time benefit recognized
in 2006 related to the World Trade Center insurance gain, the Company generated approximately
$50 million of net income during

CORRESP
1
filename1.htm

Correspondence

    551 Fifth Avenue • Suite 300

New York, NY 10176

Telephone: 212-297-9708

Facsimile: 866-406-3683

Dean Chin

Vice President and Assistant Controller

May 24, 2010

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Jessica Barberich, Assistant Chief Accountant

    Re:

    ABM Industries Incorporated

Form 10-K as of October 31, 2008

Filed on December 22, 2008

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

Filed December 22, 2009

Schedule 14A

Filed February 1, 2010

File No. 001-08929

Ladies and Gentlemen:

In connection with the staff’s letter dated May 11, 2010 relating to the above-captioned filings,
this will confirm my voicemail message left on Friday, May 21,
2010 with Ms. Jaime John of the Division of Corporate Finance that ABM Industries will respond to staff comments set forth in such letter on or before June
25, 2010.

Please contact the undersigned at (212) 297- 9708 with any questions concerning the foregoing. The
undersigned’s facsimile number is 866-406-3683.

Very truly yours,

/s/ Dean Chin

Dean Chin

Vice President and Assistant Controller

Mail Stop 3010         May 11, 2010  Mr. James Lusk Chief Financial Officer ABM Industries Incorporated 551 Fifth Avenue, Suite 300 New York, New York 10176

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               Schedule 14A Filed February 1, 2010 File No. 001-08929

Dear Mr. James Lusk:
 We have reviewed your response lett er dated March 12, 2010 and have the
following additional comments.  Where i ndicated, we think you should revise your
documents in response to these comments.   If you disagree, we will consider your
explanation as to why our comments are inapplicable or a revision is unnecessary.  Provide to us the information requested if indi cated and please be as detailed as necessary
in your explanation.  Form 10-K for the year ended October 31, 2008

 1. We considered your responses to comment one and previous comments as they
relate to the IBM transition costs.  The staff is unable to agree with the
Company’s conclusion that the upfront tr ansition costs represent an asset that
should be deferred and expensed over the te rm of the agreement.  If you continue
to believe that a correction is not necessa ry, please provide a ma teriality analysis
under SAB 99 and SAB 108 for this specific issue.
 2. We considered your responses to comment one and previous comments as they
relate to the goodwill impairment analysis associated with your Lighting division
during 2007.  The staff is unable to agr ee with the Company’ s single scenario
methodology for assessing goodwill impairment as of October 31, 2007, and we continue to question your conclusions.  Please confir m or advise whether your

James Lusk
ABM Industries Incorporated May 11, 2010 Page 2
auditors concurred with your methodology.  Additionally, if you continue to
believe that a correction is not necessar y, please provide a materiality analysis
under SAB 99 and SAB 108 for this specific issue.
3. Please also provide a materiality analysis  for the two issues discussed in the
previous comments on a collective basis under SAB 99 and SAB 108.
 Form 10-K for the year ended October 31, 2009

 Item 7 – Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Overview, page 18

 4. You disclose on page 18 and throughout  the discussion of your results of
operations that your company continued to experience reductions in the level and
scope of services demanded by your client s, contract price compression, loss of
client contracts and a decline in the level of tag work.  You also disclose in your
Form 10-Q for the quarter ended Januar y 31, 2010 on page 10 that the losses of
client contracts in 2009 exceeded new busin ess.  In light of these significant
negative trends related to your  clients, please tell us if  you re-evaluated the useful
lives of your customer-related intangib le assets; it appears that these
circumstances may warrant a revision to the remaining period of amortization.
Furthermore, please also tell us whethe r you considered these adverse changes in
the business climate as circumstances i ndicating that the ca rrying value of your
customer-related intangibles may not be r ecoverable.  Please advise and provide
us with the results of your impairment te sting, if applicable.  For reference, see
ASC 350-30-35-9 and ASC 360-10-35-21.
 Financial Statements and Notes

 Note 2 – Basis of Presentation and Su mmary of Significant Accounting Policies

 Trade Accounts Receivable Allowances, page 46

 5. Your response to comment two states that  your sales allowance is estimated based
on an analysis of the historical rate of sales adjustments that result from client
vacancy discounts and job cancelations, among other things.  As noted in
comment 4, the disclosure in this Form 10-K and your Form 10-Q for the quarter ended January 31, 2010 reflects significant nega tive trends related to your clients.
Please tell us how you determined that the historical rate of sales adjustments is
an appropriate basis for your sales al lowance methodology given the significant
negative trends.

James Lusk
ABM Industries Incorporated May 11, 2010 Page 3  Note 11 – Commitments and Contingencies

 Contingencies, page 61

 6. We read your response to comment three.   Please confirm that you will include
disclosure in future filings regarding your policy associated with the recognition
of gain contingencies as required by ASC 235-10-50.
 Schedule 14A filed February 1, 2010

 Compensation Discussion and Analysis

 Annual Cash Performa nce Incentive Payments

 CEO Annual Cash Performance Incentive Payment, page 15

 7. You disclose that the pote ntial range of bonus for your CEO and other NEOs is
0% to 180% of target.  We also note that the Compensation Committee normally
references the benchmark group median (50th percentile) for each compensation element.  Please disclose how the co mpensation committee determined a bonus
range of 0% to 180% of target.  Please provi de this disclosure in future filings and
tell us how you plan to comply.
 8. You disclose that after reviewing the re sults of the directors’ interviews and
discussing them with the CEO Committee, the compensation committee determined that Mr. Slipsager had ex ceeded his performance objectives and
recommended that he receive a cash in centive payment equal to 137% of his
target bonus, which the CEO Committee appr oved.  Please disclose specifically
how Mr. Slipsager exceeded his performan ce objectives.  Please also disclose
how the compensation committee and the CEO Committee determined that 137%
of target bonus was the a ppropriate level of bonus to award to Mr. Slipsager.
Please provide this disclosure in future filings and tell us how you plan to comply.
 Annual Cash Performance Incentive Payments for NEOs (other than the CEO), page 16

 9. You disclose that the bonus calcula tions for Messrs. Lusk, McClure and
Zaccagnini and Ms. McConnell also took in to consideration their Individual
Performances, and, in the case of Mr. Lusk and Ms. McConnell, Department
Results.  As you have done for both Cor porate Results and Business Unit Results,
please disclose how you calculated the ra tings for individual and departmental
objectives for each NEO, other than the CEO.  For example, you disclose that Mr. Lusk’s individual and department perfo rmance objectives included the continued
implementation of the on-going system s upgrade and design and deployment of
business solutions, completing the transi tion of certain information technology

James Lusk
ABM Industries Incorporated May 11, 2010 Page 4
services away from the former outsource provider, improving company profitability through enhanced financ ial discipline and capabilities, and
maintenance and enhancement of intern al controls and procedures, and his
success in achieving his indi vidual and departmental ob jectives was rated by the
compensation committee at 130.0% and 125.0%, respectively.  What factors led
the compensation committee to determin e that 130.0% of target bonus was the
appropriate level of bonus to reward Mr. Lusk for achieving his individual
objectives and what factors led the co mpensation committee to determine that
125.0% of target bonus was the appropriate level of bonus to reward Mr. Lusk for
achieving his departmental objectives?  Additionally, how did the compensation
committee determine that 130.0% and 125.0% of target bonus was the appropriate
level of bonus to award to Mr. Lusk?  Please provide this disclosure in future
filings and tell us how you plan to comply.

Equity Incentives, page 19

 10. We note your disclosure regarding the th ree types of equity-based awards you
utilize in compensating your NEOs: performance shares, re stricted stock units and
stock options.  We also note that the “Stock Awards” column of the Summary
Compensation Table for Fiscal Year 2009 represents amounts recognized for
restricted stock units and that the “O ption Awards” column represents amounts
recognized for stock options.  Please te ll us where the amounts recognized for
performance shares appear in the Summa ry Compensation Table for Fiscal Year
2009.  We note a similar comment issued to you previously in our comment letter
dated March 10, 2008.  See comment number  5 of the March 10, 2008 letter.

Fiscal Year 2009 Equity  Incentives, page 20

 11. We note the formula used to calculated shares earned under the 2009 Performance
program and that if the formula produced  a value creation number greater than
$216.7 million, shares would be earned at 125% of target while if the formula
produced a value creation number less than $141.3 million, no shares would be
earned.  Please explain the signifi cance of the $216.7 million and $141.3 million
figures and how such figures were chose n.  Also, please explain how the number
of performance shares per NEO was decided for each NEO, as well as how the number of RSUs and stock options for each NEO was decided.  Please provide
this disclosure in future filings and tell us how you plan to comply.

12. Please explain how for fiscal years 2 007-2009, the average annua l revenue figures
and the average profit margin resulted in  75% of the performance shares vesting
under the 2007-2009 Performance Share program.  Please provide this disclosure in future filings and tell us how you plan to comply.

* * * * *

James Lusk
ABM Industries Incorporated May 11, 2010 Page 5
 As appropriate, please respond to these comm ents within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
amendment that keys your responses to our comments and provides any requested
information.  Detailed cover le tters greatly facilitate our review.  Please submit your
cover letter on EDGAR.  Please  understand that we may ha ve additional comments after
reviewing your responses to our comments.
You may contact Jaime John, at (202) 551-3446, Jessica Barberich at (202) 551-
3782 or me at (202) 551-3413 if you have ques tions regarding comments on the financial
statements and related matters.  Please co ntact Sonia Barros at  (202) 551-3655 or Phil
Rothenberg at (202) 551-3466 with any other questions.

          S i n c e r e l y ,
Cicely LaMothe
Accounting Branch Chief

CORRESP
1
filename1.htm

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.

2

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

3

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.

4

    •

    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

CORRESP
1
filename1.htm

Correspondence

    551 Fifth Avenue • Suite 300

New York, NY 10176

Telephone: 212-297-9708

Facsimile: 866-406-3683

Dean Chin

Vice President and Assistant

Controller

March 3, 2010

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Jessica Barberich, Assistant Chief Accountant

    Re:

    ABM Industries Incorporated

    Form 10-K as of October 31, 2008

    Filed on December 22, 2008

    File No. 001-08929

Ladies and Gentlemen:

In connection with the staff’s letter dated February 23, 2010 relating to the above-captioned Form 10-K, this will
confirm my conversation today with Ms. Jaime John of the Division of Corporate Finance that we have agreed that ABM
Industries will respond to staff comments set forth in such letter, and provide the additional information requested
during our teleconference on February 17, 2010, by March 15, 2010.

Please contact the undersigned at (212) 297- 9708 with any questions concerning the foregoing. The undersigned’s
facsimile number is 866-406-3683.

Very truly yours,

/s/ Dean Chin

Dean Chin

Vice President and Assistant Controller

Mail Stop 3010         February 23, 2010  Mr. James Lusk Chief Financial Officer ABM Industries Incorporated 551 Fifth Avenue, Suite 300 New York, New York 10176

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               File No. 001-08929

Dear Mr. James Lusk:
 We have reviewed your response lette r dated January 15, 2010 and have the
following additional comments.  Where i ndicated, we think you should revise your
documents in response to these comments.   If you disagree, we will consider your
explanation as to why our comments are inapplicable or a revision is unnecessary.
Provide to us the information requested if indi cated and please be as detailed as necessary
in your explanation.  General

1. Please note that our review of your res ponses to certain outstanding comments is
still in process as we await the addi tional information requested during our
teleconference on February 17, 2010.
 Form 10-K for the year ended October 31, 2009

 Financial Statements and Notes

 Note 2 – Basis of Presentation and Su mmary 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.

James Lusk
ABM Industries Incorporated February 23, 2010 Page 2
Reconcile this characteri zation with your accounting policy disclosure and the
amounts reported in your Schedule of Cons olidated 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 r easons for the increase in sales allowances
during 2009 and your assessment for the adequacy of the reserve as of October 31, 2009.
 Note 11 – Commitments and Contingencies

 Contingencies, page 61

3. We note that your response to comment seven contradicts you r disclosure which
states that the claim was settled in  the year ended October 31, 2008.  Please
advise.
* * * * *
 As appropriate, please respond to these comm ents within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
amendment that keys your responses to our comments and provides any requested
information.  Detailed cover le tters greatly facilitate our review.  Please submit your
cover letter on EDGAR.  Please  understand that we may ha ve additional comments after
reviewing your responses to our comments.   You may contact Jaime John, at (202) 551-3446 or me, at (202) 551-3782 if you
have questions.            S i n c e r e l y ,
Jessica Barberich Assistant Chief Accountant

CORRESP
1
filename1.htm

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

January 15, 2010

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Jessica Barberish, Assistant Chief Accountant

    RE:

    ABM Industries Incorporated

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

    Filed on December 22, 2008

    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 December 3, 2009 with respect to the above-referenced filing. All references to
years made in the responses are based on the Company’s fiscal year that ends on October 31 and all
references to the Company’s Form 10-K refer to the Company’s Annual Report on Form 10-K for the
fiscal year ended October 31, 2008, filed on December 22, 2008. For your convenience, our responses
are keyed to the comments in the Staff’s letter.

FORM 10-K FOR THE YEAR ENDED OCTOBER 31, 2008

Financial Statements and Notes

Note 1 — Basis of Presentation and Summary of Significant Accounting Policies, page 43

Allowance For Doubtful Accounts, page 44

    1.

    Your response to comment two indicates that the $6.1 million increase in your
allowance for doubtful accounts relates to the receivable balance associated with the
OneSource acquisition. However we further note that only 48.7% of the increase in
receivables greater than 90 days past due was related to services provided by
OneSource. Given that an additional $12 million in gross accounts receivable over 90
days past due was attributed to new business and expansion to existing customers,
please tell us how you determined the adequacy of your allowance for doubtful accounts.

Response:

The adequacy of our allowance for doubtful accounts as of October 31, 2008 was
determined by applying our normal process and controls in connection with our analysis
of the recoverability of our accounts receivable portfolio. Our analysis of significant
delinquent accounts (including accounts associated with customers in bankruptcy)
resulted in our assessment of reserve requirements of $3.8 million. Our reserve
requirements related to bad debts and sales allowances for the remainder of our
receivable portfolio were $8.7 million, approximating 1.5% of our accounts receivable.
The bad debt and sales allowance reserves were determined based upon (i) the application
of historical average loss rates, and (ii) consideration of known or expected trends
(including post-balance sheet experience). Our consideration of known or expected trends
did not indicate that future losses would be significantly in excess of historical
averages. We did not believe that the increase in accounts receivable older than 90 days
was an indication that historical rates of credit losses were no longer reflective of
expected future credit losses, since it is not uncommon for our clients to pay us later
than 90 days. Further, we believe that our allowance for doubtful accounts as of October
31, 2008 was adequate because: (i) the percentage of accounts receivable over 180 days
past due remained consistent (3% and 2% as of October 31, 2008 and 2007, respectively);
(ii) our reserves as a percentage of receivables older than 90 days remained consistent
(26% and 27% as of October 31, 2008 and 2007, respectively); and (iii) days sales
outstanding remained relatively consistent (49 days and 47 days as of October 31, 2008
and 2007, respectively). We further inform the staff that our actual bad debt and sales allowance experience in
2009 was consistent with our expected trends.

Note 2 — Insurance, page 48

    2.

    We considered your response to comment three. Additionally, we note in your
Form 10-Q for the nine months ended July 31, 2009, that your insurance reserve
increased by $3.5 million. Please clarify the circumstances that resulted in an
increase in your insurance reserve in 2009 which were not present during fiscal year
2008 and expand your discussion of the reason for the change in the trend in future
filings.

Response:

During 2008, favorable developments in the claims management process as well as the
effects of favorable legislation enacted before 2008 in certain states continued to be
observed. Specifically, the Company also continued to experience the favorable impact of
prior workers’ compensation reforms in California. Prior to the reforms of 2003 and
2004, the California workers’ compensation system was characterized by high insurance
rates to employers and variability in benefits to injured workers. To address rising
costs, a series of reforms was passed by the California Legislature. The reforms focused
on, among other things, revising medical fee schedules, improving quality of care,
encouraging medical utilization review, capping temporary disability benefits, and
reducing the number and size of permanent disability awards. Following the
implementation of reforms, from 2004 to 2008, the industry workers’ compensation claims
cost benchmark was reduced by 65%. The reforms not only favorably affected claims
incurred after 2004, but

2

also
favorably affected certain claims open at the time the reforms were enacted. Accordingly, as benefits of the
reforms became more readily evident in the Company’s paid and reported loss experience
during 2008, estimates of the cost of settling these older claims were reduced in 2008.
Reduced claim costs, which the Company believes were driven by the continuing effects of
California workers’ compensation reform and internal loss control efforts, were observed
during 2008 in both the Company’s general liability and workers’ compensation program
claims in 2008. The Company also observed reduced claim costs in its general liability
program due to internal loss control efforts and better-than-expected loss emergence.
After analyzing the historical loss development patterns, comparing the loss development
against benchmarks, and applying actuarial projection methods, in 2008 the Company
lowered its expected losses for prior year claims, which resulted in a reduction in the
related self-insurance reserves of $22.8 million.

During the nine months ended July 31, 2009, the favorable trends observed during 2008
were no longer continuing and the Company observed unfavorable loss experience in
several of its programs. Specifically, the Company noticed the effects of (i)
unfavorable developments (primarily affecting workers compensation in California and
other states where we have a significant presence), (ii) certain case law decisions
during 2009 resulting in a more favorable atmosphere for injured workers regarding their
disability rating (allowing for the rebuttal of permanent disability ratings) in
California, and (iii) existing claims in California being revised to add additional
medical conditions to the original claims, resulting in additional discovery costs and
likely higher medical and indemnity costs. We understand from discussions with our
third-party administrator that these trends also affected other companies with
concentrations similar to ours. Further, during 2009, certain general liability claims
related to older policy years experienced losses significantly higher than were
previously estimated. After analyzing the historical loss development patterns,
comparing the loss development against benchmarks, and applying actuarial projection
methods, the Company increased the expected losses for prior year claims, which resulted
in an increase in the related self-insurance reserves of $3.5 million being recorded in
Q3 2009.

We have expanded our disclosure regarding the factors that resulted in the change in
trends between 2008 and 2009 in our Form 10-K for the year ended October 31, 2009 (filed
December 22, 2009). In future filings, we will continue to expand our discussion of
significant changes in self insurance trends and the resulting impact on our self
insurance reserves.

Note 8 — Other Commitments, pages 53-54

    3.

    We considered your response to comment four. Specifically we note your
references to ASC 605-25 and ASC 840-20-25-1 related to multiple-element revenue
arrangements and operating leases, respectively, and we question the applicability of
those references to your accounting for these costs. We have the following additional
comments:

    •

    We note your reference to paragraph 31 of CON 6 which states that rights
to receive services in future periods can be assets. Describe how you
determined that the transition costs represent rights to receive future
services as it appears that the transition services were performed at the
beginning of the contract period. In this regard, also tell us how you
considered paragraph 147 of CON 6 related to expense recognition.

3

    •

    Tell us what portion of your total deferred expense relates to
transition services as of October 31, 2007.

    •

    Please advise us of how the cancelled services will be executed going
forward.

Response:

We determined that the transition costs represented rights to receive future services
because the Company’s legally-enforceable rights under a firmly—committed executory
contract obligated IBM to provide the related outsourced IT services in the future.
Although the transition services were performed at the beginning of the contract period,
those services were expected to benefit the Company throughout the contract period
because the continuing services could not have been received without the up-front
transition services.

We believe that our deferral of the transition costs is supported by paragraph 147 of
CON 6 since “...expenses...can be related to a period on the basis of transactions or
events occurring in that period or by allocation” and the deferral was necessary to
achieve a “systematic and rational allocation” of the transition costs over the time pattern
of expected benefits. We do not believe that
expensing the transition costs on a cash basis was representative of the expected period
of benefit.

The total deferred expense relating to transition services as of October 31, 2007 was
$4.1 million.

The cancelled services will be executed internally by the Company’s IT department
personnel on a go forward basis.

Note 13 — Discontinued Operations, pages 61-62

    4.

    We note in your response to comment six that you did not place any weight on
the informal offer and other discussions with third parties concerning the potential
sale of the Lighting reporting unit when estimating fair value as of October 31, 2007.
We also note that you sold the reporting unit in 2008 for less than the carrying value.
Please tell us the amount of the informal offer relative to the carrying value of the
reporting unit. To the extent that your informal offer was less than the carrying value
of the reporting unit, explain why this offer was not considered when estimating the
fair value. Tell us how your assessment of the potential buyer’s ability to raise an
appropriate amount of financing impacts your consideration of this offer when
estimating fair value.

4

Response:

During the fourth quarter of 2007, we received one informal offer for the substantial sale of our
Lighting reporting unit, which indicated that the value implied from the offer would equal the carrying value.
Certain preliminary correspondence from the counterparty related to the offer implied a fair value of
the Lighting reporting unit of $78.6 million (more than 95% of Lighting’s carrying value
at the impairment test date). We believe that the counterparty based its preliminary
offer on the assumption that the carrying value of the Lighting reporting unit was $78.6
million (based upon a balance sheet given to them prior to October 31, 2007).

The counterparty operated a much smaller lighting business and wished to expand its
footprint into a national platform. The non-binding offer was contingent upon its
ability to raise significant equity and to secure debt to finance the acquisition.
Additionally, the offer assumed that ABM would retain a 20% ownership interest in the
Lighting reporting unit. Since we did not believe that the counterparty would be able to
secure adequate financing to close the transaction, we did not believe it was a credible
offer by a market participant. Accordingly, we did not believe that the informal offer
was a reliable indication of fair value and we did not place any weight on the informal
offer when estimating the fair value of the Lighting reporting unit as of October 31,
2007.

We do not believe that the goodwill related to our Lighting reporting unit was impaired
as of October 31, 2007. However, after considering the Staff’s comments, if the fair
value of a reporting unit as of the date of our most recent impairment test is not
substantially in excess of its carrying amount in the future, we will provide such
enhanced disclosures in future filings.

    5.

    We further note in your response to comment six that you estimated the fair
value of the Lighting reporting unit as of October 31, 2007 using a discounted cash
flow model. We have the following follow up comments related to the assumptions used in
the model:

    •

    Provide your basis for assuming an increase in revenue growth from (0.2)% in
2008 to 7% in 2009 through 2018, particularly given a history of declining
revenues. Address your consideration of the informal offer received and the
current economic conditions.

    •

    Describe your basis for assuming that Cost of Goods Sold, Selling and
Marketing and G&A expenses as a percentage of revenues will decrease from 2008
despite an assumed increase in revenues. Tell us the main drivers of your
expense reductions as a percentage of revenues and how you intend to sustain
them.

    •

    Tell us your basis for assuming a 4% terminal year growth factor in order to
normalize your debt-free cash flow into perpetuity.

5

Response:

Revenue

For the period from 2004 to 2005 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 project-based business and lost service
contracts, partially attributable to the effect of the National Energy Act, enacted in
August 2005. The National Energy Act contained certain provisions, including an
allowance for certain energy improvements completed by commercial customers during 2006
and 2007, which were eligible for certain tax deductions. As a result, potential
customers re-evaluated their lighting services in light of the new National Energy Act,
which the Company believes resulted in a longer than normal decision making process that
temporarily delayed purchases.

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 retrofitting business into the higher margin project-based business by
marketing its lighting solutions to customers based on cost savings that can be realized
through energy efficient fixtures. It was expected that resulting energy savings
realized by the customer from the installation of energy efficient fixtures would
partially or entirely offset the amounts paid for such services. This expectation was
based upon the then-current energy crisis in the U.S., especially in California. It was
estimated t

CORRESP
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filename1.htm

Correspondence

551 Fifth Avenue · Suite 300

New York, NY 10176

Telephone: 212-297-9852

Facsimile: 800-689-7064

Joseph Yospe

SVP- Corporate Controller and

Chief Accounting Officer

December 29, 2009

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Jessica Barberich, Assistant Chief Accountant

    Re:

    ABM Industries Incorporated

    Form 10-K as of October 31, 2008

    Filed on December 22, 2008

    File No. 001-08929

Ladies and Gentlemen:

Pursuant to our letter dated December 16, 2009, relating to the above-captioned Form 10-K, this
letter will advise you that we will submit our response to staff comments set forth in the staff’s
letter of December 3, 2009 no later than January 19, 2010.

Very truly yours,

/s/ Joe Yospe

Joe Yospe

SVP- Corporate Controller and

Chief Accounting Officer

CORRESP
1
filename1.htm

Correspondence

551 Fifth Avenue • Suite 300

New York, NY 10176

Telephone: 212-297-9852

Facsimile: 800-689-7064

Joseph Yospe

SVP- Corporate Controller and

Chief Accounting Officer

December 16, 2009

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Jessica Barberich, Assistant Chief Accountant

    Re:

    ABM Industries Incorporated

    Form 10-K as of October 31, 2008

    Filed on December 22, 2008

    File No. 001-08929

Ladies and Gentlemen:

In connection with the staff’s letter dated December 3, 2009, relating to the above-captioned Form
10-K, this will confirm my conversation today with Ms. Jaime John of the Division of Corporate
Finance that we have agreed that ABM Industries will advise the staff by December 31, 2009 as to
our expected timing for responding to the staff comments set forth in such letter.

Please contact the undersigned at (212) 297- 9852 with any questions concerning the foregoing. The
undersigned’s facsimile number is (800) 689- 7064.

Very truly yours,

/s/ Joe Yospe

Joe Yospe

SVP- Corporate Controller and

Chief Accounting Officer

Mail Stop 3010         December 3, 2009  Mr. James Lusk Chief Financial Officer ABM Industries Incorporated 551 Fifth Avenue, Suite 300 New York, New York 10176

Re: ABM Industries Incorporated
Form 10-K for the year ended October 31, 2008 Filed December 22, 2008                 File No. 001-08929

Dear Mr. James Lusk:
 We have reviewed your response letter dated November 20, 2009 and have the
following additional comments.  Where indicated, we think you should revise your documents in response to these comments.   If you disagree, we will consider your
explanation as to why our comments are inapplicable or a revision is unnecessary.  Provide to us the information requested if indi cated and please be as detailed as necessary
in your explanation.
 FORM 10-K FOR THE YEAR ENDED OCTOBER 31, 2008

 Financial Statements and Notes

 Note 1 – Basis of Presentation and Summary of Significant Accounting Policies, page 43

 Allowance For Doubtful Accounts, page 44

1. Your response to comment two indicate s that the $6.1 million increase in your
allowance for doubtful accounts relates to th e receivable balance associated with
the OneSource acquisition.  However we further note that only 48.7% of the
increase in receivables greater than 90 days past due was related to services
provided by OneSource.  Given that an  additional $12 million in gross accounts
receivable over 90 days past due was attr ibuted to new business and expansion to
existing customers, please tell us how you determined the adequacy of your allowance for doubtful accounts.

James Lusk
ABM Industries Incorporated December 3, 2009 Page 2  Note 2 – Insurance, page 48

2. We considered your response to comment three.  Additionally, we note in your
Form 10-Q for the nine months ended July  31, 2009, that your insurance reserve
increased by $3.5 million.  Please clarify the circumstances that resulted in an increase your insurance reserve in 2009 wh ich were not present during fiscal year
2008 and expand your discussion of the reas on for the change in the trend in
future filings.
 Note 8 – Other Commitments, pages 53-54

3. We considered your response to comme nt four.  Specifically we note your
references to ASC 605-25 and ASC 840- 20-25-1 related to multiple-element
revenue arrangements and operating leases , respectively, and we question the
applicability of those references to your  accounting for these costs.  We have the
following additional comments:

• We note your reference to paragraph 31 of  CON 6 which states that rights to
receive services in future periods can be assets.  Describe how you determined
that the transition costs represent rights to receive future se rvices as it appears
that the transition services were perf ormed at the beginning of the contract
period.  In this regard, also tell us  how you considered paragraph 147 of CON
6 related to expense recognition.
• Tell us what portion of your total de ferred expense relates to transition
services as of October 31, 2007.
• Please advise us of how the canceled serv ices will be executed going forward.
 Note 13 – Discontinued Operations, pages 61-62

4. We note in your response to comment six that you did not place any weight on the
informal offer and other discussions with  third parties concerning the potential
sale of the Lighting reporting unit when estimating fair value as of October 31,
2007.  We also note that you sold the reporting unit in 2008 for less than the
carrying value.  Please tell us the amount of the informal offer relative to the
carrying value of the reporting unit. To the extent that your informal offer was
less than the carrying value of the repor ting unit, explain why this offer was not
considered when estimating the fair valu e.  Tell us how your assessment of the
potential buyer’s ability to  raise an appropriate amount of financing impacts your
consideration of this offer when estimating fair value.

5. We further note in your response to comment six that you estimated the fair value
of the Lighting reporting unit as of Oct ober 31, 2007 using a discounted cash flow

James Lusk
ABM Industries Incorporated December 3, 2009 Page 3
model.  We have the following follow up comments related to the assumptions
used in the model:

• Provide your basis for assuming an increase in revenue growth from (0.2)% in
2008 to 7% in 2009 through 2018, particular ly given a history of declining
revenues.  Address your consideration of  the informal offer received and the
current economic conditions.
• Describe your basis for assuming that  Cost of Goods Sold, Selling and
Marketing and G&A expenses as a percentage of revenues will decrease from 2008 despite an assumed increase in reve nues.  Tell us the main drivers of
your expense reductions as a percentage  of revenues and how you intend to
sustain them.
• Tell us your basis for assuming a 4% termin al year growth factor in order to
normalize your debt-free cash flow into perpetuity.

6. We note that your response to comment se ven indicates that th e fair values of
each of the remaining reporting units we re substantially in  excess of their
respective carrying values.  However, we also note that the sum of the reporting units’ fair values is signif icantly in excess of your mark et capitalization at that
time.  Please tell us what consideration you gave to this significant difference in
evaluating the reasonableness of the underl ying fair values of your reporting units
and provide us with the reasons for the diffe rence.  This may be an indication that
your cash flow models have not fully cons idered the risk associated with those
cash flows.  Please tell us the methods you used to determine the fair values, the
key assumptions used for each reporting unit, and your basis for those assumptions.  Also tell us if you utili zed one scenario or multiple probability
weighted scenarios in your cash flow analyses.
 Note 20 – Subsequent Event, page 65

7. We considered your response to comment  eight and note your reference to ASC
450-30-25-1 with respect to accounting for gain contingencies.  The recognition guidance in ASC 450-30-25-1 was interp reted in EITF 01-10 which makes a
distinction between the recognition of (a ) gain contingencie s related to the
recovery of a contingent loss where the r ecovery is less than or equal to the
contingent loss and (b) recoveries in exce ss of the related contingent loss or gain
contingencies not related to the recovery of  a contingent loss.  Please tell us how
you considered this interpre tation in your analysis.

James Lusk
ABM Industries Incorporated December 3, 2009 Page 4
As appropriate, please respond to these comm ents within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
amendment that keys your responses to our comments and provides any requested
information.  Detailed cover letters greatly fac ilitate our review.  Please submit your
cover letter on EDGAR.  Please  understand that we may ha ve additional comments after
reviewing your responses to our comments.   You may contact Jaime John, at (202 ) 551-3446 or me, at (202) 551-3782 if you
have questions.            S i n c e r e l y ,
Jessica Barberich Assistant Chief Accountant

CORRESP
1
filename1.htm

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

November 20, 2009

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Jessica Barberich, Assistant Chief Accountant

    Re:

    ABM Industries Incorporated

Form 10-K as of October 31, 2008

Filed on December 22, 2008

File No. 001-08929

Ladies and Gentlemen:

On behalf of ABM Industries Incorporated (the “Company” or “ABM”), this letter responds to
comments raised by the staff (the “Staff”) of the Securities and Exchange Commission in a letter
dated October 30, 2009 with respect to the above-referenced filing. All references to years made in
the responses are based on the Company’s fiscal year that ends on October 31 and all references to
the Company’s Form 10-K refer to the Company’s Annual Report on Form 10-K for fiscal year ended
October 31, 2008, filed on December 22, 2008. For your convenience, our responses are keyed to the
comments in the Staff’s letter.

FORM 10-K FOR THE YEAR ENDED OCTOBER 31, 2008

Item 7- Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 19.

Results of Continuing Operations, page 27

    1.

    You disclose that the decreases in janitorial revenues within the Northeast and
Southeast regions were mainly due to reduced discretionary revenues from your financial
institution customers. Please provide us with and consider disclosing in future filings a
quantification of your exposure by geographic region and also by industry.

Response

The Company will consider disclosing revenues by geographic region in future filings. However, it
should be noted that the Company’s chief operating decision maker, its chief executive officer,
makes operating decisions and assesses performance based on the results of the Janitorial segment
in total, not based on results of geographic regions.

The Company currently does not have systems in place to capture its revenues by industry type.
However, since the Northeast and Southeast regions of the Janitorial segment have a significant
concentration of financial institution customers within their respective customer base, the Company
was able to review the individual revenues from its financial institution customers in these
regions and determine the impact of reduced customer discretionary revenue within those regions.

The Northeast and the Southeast regions’ revenues decreased by $1.0 million and $8.1 million,
respectively, during 2008 compared to 2007. Discretionary revenue from our financial institution
customers in the Northeast region decreased by $9.2 million in 2008 compared to 2007, which was
offset by revenue increases from non-financial institution customers of $8.2 million. Discretionary
revenue from our financial institution customers in the Southeast region decreased by $10.9 million
in 2008 compared to 2007.

Financial Statements and Notes

Note 1 — Basis of Presentation and Summary of Significant Accounting Policies, page 43

Allowance for Doubtful Accounts, page 44

    2.

    We note your accounting policy for your allowance for doubtful accounts. We also note
your disclosure on page 23 that accounts receivable over 90 days past due increased by
$23.4 million to $47.3 million at October 31, 2008 from $23.9 million at October 31, 2007.
In light of the significant increase, please tell us how you determined that your allowance
for doubtful accounts was adequate. You state that the allowance is typically estimated
based on an analysis of the historical rate of credit losses or write-offs and specific
customer concerns. You also note on page 10 that the current turmoil in the credit markets
and financial services industry may cause delays in collections; to the extent that you do
not

2

expect historical rates to be reflective of expected future credit losses, tell us how
you have adjusted your allowance for doubtful accounts accordingly.

Response

The Company acquired OneSource Services, Inc. (“OneSource”) on November 14, 2007, which increased
gross accounts receivables by $94.7 million. Additionally, the OneSource acquisition increased the
Company’s revenues by $817.5 million for the year ended October 31, 2008. The Company’s gross
accounts receivable over 90 days past due increased by $23.4 million to $47.3 million at October
31, 2008 from $23.9 million at October 31, 2007. Approximately $11.4 million, or 48.7%, of this
increase was related to services provided by OneSource and the uncollected portion of the acquired
gross accounts receivables. The remaining $12.0 million of the increase in gross accounts
receivable over 90 days past due was primarily a result of increases in revenues in all operating
segments as a result of new business and the expansion of services to existing customers.

As of October 31, 2008, the allowance for doubtful accounts of $12.5 million was comprised of $3.8
million of specific reserves and $8.7 million of bad-debt reserves and sales allowance. Each of the
components of the allowance for doubtful accounts was determined as follows:

Specific Reserves

The Company’s specific reserve analysis is determined based on a detailed review of customer
accounts with balances greater than 180 days past due and for all customers that are presently
in bankruptcy or with which we are in litigation. Additionally, we review all existing balances
with former customers of the Company. The analysis to determine a specific reserve is based upon
various factors, including reviews by in-house counsel (for customers in bankruptcy or in
litigation) and takes into account historical payment trends from the Company’s collections
department. All amounts determined to be uncollectible, based on the individual facts and
circumstances related to the account, are specifically reserved for. Additionally, the Company
writes off all accounts receivable balances greater than 360 days past due, excluding amounts
determined to be collectible based upon specific individual circumstances.

Bad-debt Reserves

The bad-debt analysis performed at October 31, 2008 analyzed the three and five year averages of
actual write-offs, excluding specific reserves. Based on this analysis, the Company concluded
that a 0.5% reserve of gross accounts receivable was reasonable and appropriate.

Sales Allowance

The Company’s sales allowance analysis is estimated based on a review of historical credit
memos, net of invoice re-bills, as a percentage of gross accounts receivable. Credit memos

3

are issued primarily for vacancy credits, concessions, disputed charges, and billing errors. The
sales allowance analysis performed at October 31, 2008, which was based upon an analysis of
actual credit memos issued for a two-year period ended August 31, 2008, concluded that a 1.0%
reserve of gross accounts receivable was reasonable and appropriate as of October 31, 2008.

The results of the Company’s analysis of the components of the allowance for doubtful accounts at
October 31, 2008 resulted in an allowance of $12.5 million, an increase of $6.1 million, or 95.4%,
compared to the $6.4 million recorded at October 31, 2007. The increase was primarily attributable
to the acquisition of OneSource. Additionally, as of October 31, 2008 and 2007, the allowance for
doubtful accounts represented 2.6% and 1.8%, respectively, of the gross accounts receivable.

As described in Item 1A. Risk Factors in the Company’s Form 10-K, the Company noted that the
then-current turmoil in the credit markets and financial services industry might impact the
Company’s ability to collect receivables on a timely basis and might negatively impact cash flows.
This specific risk was included as a risk factor since the Company believed that the then-current
turmoil in the credit markets could cause the Company’s actual allowance for doubtful accounts to
differ materially from what was estimated, since some customers might be unable to finance their
working capital requirements. While this risk to the Company was identified, known risks were
specifically reserved for and there was no evidence that historical trends were no longer
reflective of expected future credit losses. Based on actual collections of accounts receivable
during 2009, there have been no indicators that the allowance for doubtful accounts at October 31,
2008 was not appropriate.

Note 2 — Insurance, page 48

    3.

    We note that your self-insurance expense declined by approximately $23 million due to
adjustments made to your reserve during 2008. Please describe the specific factors and
assumptions that resulted in the reduced reserve balance.

Response

As described in Note 2 of the Notes to the Consolidated Financial Statements contained in Item 8,
“Financial Statements and Supplemental Data” in the Company’s Form 10-K, the Company periodically
evaluates its estimated claim costs and liabilities for self-insurance reserves, primarily related
to workers compensation and general liability exposures. During 2008, the Company evaluated its
self-insurance reserves on three separate measurement dates using the most recent claims and
trending data available at each date. The Company uses third-party service providers to administer
its claims. The case reserves for individual reported claims established by the third-party
administrator and the amount of claims paid in any period are

4

considered by management in establishing its best estimate of the required self-insurance reserves.
Furthermore, the Company engages an independent actuary to develop a point estimate to assist in
determining its self-insurance reserves. The Company consistently adjusts its self-insurance
reserves to the point estimate after review and acceptance of the independent actuary’s work. The
self-insurance reserves are recorded and adjusted on an undiscounted basis.

During 2008, the Company noted the continuation of favorable developments in its claims management
process as well as the effects of favorable legislation in certain states, primarily in California,
which made it appropriate to reduce reserves. Additionally, the Company’s third-party administrator
increased its efforts to close out claims more quickly, which typically results in lower overall
costs.

The Company also continued to experience the favorable impact of prior workers compensation reforms
in California. Prior to the reforms of 2003 and 2004, the California workers compensation system
was characterized by high insurance rates to employers and variability in benefits to injured
workers. To address rising costs, a series of reforms were passed by the California Legislature.
The reforms focused on, among other things, revising medical fee schedules, improving quality of
care, encouraging medical utilization review, capping temporary disability benefits, and reducing
the number and size of permanent disability awards. Following the implementation of reforms, from
2004 to 2008, the industry workers’ compensation claims cost benchmark was reduced by 65%. The
reforms not only favorably affected claims incurred after 2004, but also favorably affected certain
claims open at the time the reforms were enacted. Accordingly, as benefits of the reforms have
become more readily measurable, estimates of the cost of settling these older claims have been
reduced.

Additionally, internal loss control programs such as light duty/return to work, reduction of
reporting lag time, and increased use of medical provider networks contributed to reducing the
average cost of our claims.

Reduced claim costs, which the Company believes were driven by the continuing effects of California
workers compensation reform and internal loss control efforts, were observed during 2008 in both
its general liability and workers compensation programs claims in 2008. After analyzing the
historical loss development patterns, comparing the loss development against benchmarks, and
applying actuarial projection methods (including Paid and Reported Development and
Bornhuetter-Ferguson methods), the Company and its independent actuary selected lower estimated
ultimate losses for policy years 2006-2007 and prior for the evaluations performed during 2008,
which resulted in a decline in the self-insurance reserves of $22.8 million in 2008. Throughout
2008, the Company and its independent actuary observed better-than-expected reported and paid loss
emergence in the general liability and workers compensation programs. This better-than-expected
emergence was primarily observed in policy years 2005-06 and 2006-07 for both programs. This
observed emergence was the basis for management’s selection of lower estimated ultimate losses, and
a reduction in the overall reserves established.

5

Note 8 — Other Commitments, pages 53-54

    4.

    We refer to your arrangement with International Business Machines Corporation (IBM)
which includes $116.6 million of base fees and $6.3 million of deferred costs. We further
note that you entered into several agreements subsequent to the original agreement
effective October 1, 2006. Please describe in detail how you accounted for each component
of the various agreements with IBM in each of the financial statements for fiscal years
2006, 2007 and 2008. Additionally provide us with the GAAP basis that supports your
write-off of $6.3 million in deferred costs during 2008 particularly given that it appears
that you have on-going commitments.

Response

The significant arrangements with International Business Machines Corporation (IBM) are summarized
as follows:

  I. Master Professional Services Agreement, effective October 1, 2006

 II. Contract Change Request (Application Maintenance & Support), dated January 23, 2007

III. Contract Change Request (Statement of Work for J.D. Edwards Implementation), dated
April 4, 2007

IV. Contract Change Request (OneSource Data Center), dated March 10, 2008

The discussion below summarizes the terms of these arrangements and the historical accounting for
each.

I. Master Professional Services Agreement

On September 29, 2006, the Company entered into a Master Professional Services Agreement (“MSA”)
pursuant to which outsourced substantially all of the Company’s information technology (“IT”)
infrastructure and support services to IBM, including: (i) data center and server services, (ii)
network services, (iii) VIP & workstation services, (iv) helpdesk services, and (v) application
maintenance services. The MSA became effective October 1, 2006, and was scheduled to terminate in
December 2013.

The base fee for these services was $116.5 million, consisting of annual service charges ($109.4
million) and transition costs (aggregating $7.1 million). The charges were subject to adjustment
based upon (i) actual usage (Resource Units), (ii) inflation (Economic Changes Adjustments), and
(iii) Benchmarking Review. The transition costs were billed during 2006 and 2007 and related to
work necessary to prepare IBM to provide continuing services under the outsourcing arrangement
(“Transition Services”) Transition Services included activities such as IBM hiring employees,
developing transition plans, establishing connectivity, developing process and procedures,
establishing a network operations center, migrating data and applications, etc..

6

Accounting in 2006

In 2006, the Company accounted for the MSA in three separate components: (i) severance charges,
(ii) transition costs, and (iii) annual service charges.

Severance Charges

As part of the transition of IT services to IBM, 63 of ABM’s employees were scheduled to be
transitioned to IBM for a period of six months, commencing October 1, 2006. Included in the
transition costs discussed above was $0.9 million that IBM charged the Company in the fourth
quarter of 2006

CORRESP
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Correspondence

    551 Fifth Avenue • Suite 300

New York, NY 10176

Telephone: 212-297-9852

Facsimile: 800-689-7064

Joseph Yospe

SVP- Corporate Controller and

Chief Accounting Officer

November 12 , 2009

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Jessica Barberich, Assistant Chief Accountant

    Re:
    ABM Industries Incorporated

    Form 10-K as of October 31, 2008

    Filed on December 22, 2008

    File No. 001-08929

Ladies and Gentlemen:

In connection with the staff’s letter dated October 30, 2009, relating to the above-captioned Form 10-K, this will
confirm my conversation with Jaime John of the Division of Corporation Finance that the date for responding to staff
comments set forth in such letter is extended to November 20, 2009.

Please contact the undersigned at (212) 297- 9852 with any questions concerning the foregoing. The undersigned’s
facsimile number is (800) 689- 7064.

Very truly yours,

/s/ Joe Yospe

Joe Yospe

SVP- Corporate Controller and

Chief Accounting Officer

Mail Stop 3010         October 30, 2009  Mr. James Lusk Chief Financial Officer ABM Industries Incorporated 551 Fifth Avenue, Suite 300 New York, New York 10176

Re: ABM Industries Incorporated
Form 10-K for the year ended October 31, 2008 Filed December 22, 2008                 File No. 001-08929

Dear Mr. James Lusk:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your documen t in future filings in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 FORM 10-K FOR THE YEAR  ENDED OCTOBER 31, 2008

 Item 7 – Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 19
 Results of Continuing Operations, page 27

 1. You disclose that the decr eases in janitorial revenues within the Northeast and
Southeast regions were mainly due to reduced discretionary revenues from your
financial institution customers.  Please provide us with and consider disclosing in

James Lusk
ABM Industries Incorporated October 30, 2009 Page 2
future filings a quantification of your exposure by geographic region and also by
industry.
 Financial Statements and Notes

 Note 1 – Basis of Presentation and Summary of Significant Accounting Policies, page 43

 Allowance For Doubtful Accounts, page 44

 2. We note your accounting policy for your allowance for doubtful accounts.  We
also note your disclosure on page 23 th at accounts receivable over 90 days past
due increased by $23.4 million to $47.3 million at October 31, 2008 from $23.9 million at October 31, 2007.  In light of the significant increase, please tell us how you determined that your allowance fo r doubtful accounts was adequate.  You
state that the allowance is typically estimated based on an analysis of the
historical rate of credit lo sses or write-offs and specific customer concerns.  You
also note on page 10 that the current turm oil in the credit markets and financial
services industry may cause delays in co llections; to the extent that you do not
expect historical rates to be  reflective of expected future credit losses, tell us how
you have adjusted your allowance for doubtful accounts accordingly.

Note 2 – Insurance, page 48

 3. We note that your self-insurance expens e declined by approximately $23 million
due to adjustments made to  your reserve during 2008.  Pl ease describe the specific
factors and assumptions that resulted in the reduced reserve balance.
 Note 8 – Other Commitments, pages 53-54

 4. We refer to your arrangement with Inte rnational Business M achines Corporation
(IBM) which includes $116.6 million of ba se fees and $6.3 million of deferred
costs.  We further note that you entered in to several agreements  subsequent to the
original agreement effec tive October 1, 2006.  Please de scribe in detail how you
accounted for each component of the various  agreements with IBM in each of the
financial statements for fiscal years 2006, 2007 and 2008.  Additionally provide us with the GAAP basis that supports your write-off of $6.3 million in deferred
costs during 2008 particularly given th at it appears that you have on-going
commitments.
 Note 13 – Discontinued Operations, pages 61-62

 5. We note that you recorded $4.5 million in impairment charges during the second
quarter of 2008 related to your Lighting division.  We further note that you
recognized a $3.5 million loss on the sale of your Lighting division in the fourth

James Lusk
ABM Industries Incorporated October 30, 2009 Page 3
quarter of 2008 in addition to the impairment  charge.  Please tell us the specific
factors that resulted in the impairme nt during the second quarter of 2008.
 6. Furthermore, we note that you performed an impairment test on your goodwill in
the fourth quarter of FY 2007 and concluded that your goodwill was not impaired.  Please advise us if the lighting reporting unit was at risk of failing step one of the
impairment test as of October 31, 2007.  Te ll us if the fair value was substantially
in excess of the carrying value and tell us  the percentage of the excess.   Also,
describe how you validated the carrying value of your goodwill as of October 31, 2007 including a discussion of your valuat ion methods, the weighting of those
methods, and the significant assumptions used.
 7. Tell us if any of the remaining reporting uni ts that were not impaired were at risk
of failing step one of the impairment test  as of October 31, 2008.  Tell us if the
fair value of any of the reporting units was not substantially in excess of the
carrying value.  If any of the reporting units  were at risk, tell us the percentage by
which the fair value exceeded the carrying amount and describe the methods and key assumptions used to determine that the goodwill associated with the reporting
units was not impaired as of October 31, 2008.
 Note 20 – Subsequent Event, page 65

8. We note that you and your third party admi nistrator settled an outstanding claim
in November 2008.  Please tell us what consideration you gave to recording the
$9.8 million benefit during FY 2008.

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  Detailed responses
greatly facilitate our review.  Please understand that we ma y have additional comments
after reviewing your amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

James Lusk
ABM Industries Incorporated October 30, 2009 Page 4   In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact Jaime John, at (202) 551-3446 or me, at (202) 551-3782 if you
have questions.

        S i n c e r e l y ,
Jessica Barberich Assistant Chief Accountant

Mail Stop 4561

March 27, 2008

 VIA USMAIL and FAX (212) 297 - 0375   Mr. James S. Lusk Executive Vice President and Chief Financial Officer ABM Industries Incorporated 551 Fifth Avenue, Suite 300 New York, New York 10176
Re: ABM Industries Incorporated
  Form 10-K as of October 31, 2007
Filed on December 21, 2007
File No. 001-08929

Dear Mr. James S. Lusk:
We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

        S i n c e r e l y ,

Linda Van Doorn Senior Assistant Chief Accountant

CORRESP
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corresp

ABM Industries Incorporated

551 Fifth Ave., Suite 300

New York City, New York 10176

March 20, 2008

VIA EDGAR AND FEDERAL EXPRESS

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Linda Van Doorn, Senior Assistant Chief Accountant

    Re:

    ABM Industries Incorporated

    Form 10-K as of October 31, 2007

    Filed on December 21, 2007

    File No. 001-08929

Ladies and Gentlemen:

     On behalf of ABM Industries Incorporated (the “Company”), 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 March 10, 2008. For your convenience, our responses are
keyed to the comments in the Staff’s letter.

FORM 10-K FOR THE YEAR ENDED OCTOBER 31, 2007

Item 1. Business, page 3

    1.

    Please provide us with documentation supporting your statement on page 4 that ABM Engineering
Services Company is “the only national engineering services provider of on-site operating
engineers to earn” the ISO 9000 Certification.

Response:

    Including the statement to the effect that ABM Engineering Services Company was the only
national engineering services provider to earn ISO 9000 Certification was based on having a
search run by a certification entity on the names of major competitors. Upon the Company’s
review of the supporting documentation in view of the Staff’s comment, it is now apparent
that the universe of national engineering providers of on-site operating engineers is clearly
larger than the entities checked by the Company and is likely a universe the members of which
cannot be fully ascertained. The Company will delete the statement in future filings.

Item 3. Legal Proceedings, page 12

    2.

    We note disclosure on page 35 under “Contingencies and Litigation,” which states that you
have been named as a defendant in certain environmental proceedings. Please tell us why you
have not included disclosure about those proceedings in Item 3. Refer to Instruction 5 to
Item 103 of Regulation S-K.

Response:

    The Company is currently involved in two environmental matters: one inquiry instituted
by an Arizona state agency involving alleged potential soil contamination at a former
Company facility and one inquiry instituted by a Florida state agency involving alleged
potential soil and groundwater contamination at a Company facility. There has been
no activity in respect of these inquiries for at least five years. The Company believes
that monetary sanctions, if any, exclusive of interest and costs, would be less than
$100,000 in both matters. Given the age and immateriality of these items, the Company does
not believe Item 3 disclosure is warranted.

Item 9A. Controls and Procedures

    3.

    We note that you performed an evaluation of the effectiveness of the design and operations of
your disclosure controls and procedures and concluded they were adequate. Pursuant to Item
307 of Regulation S-K as amended by Release No. 33-8238: Management’s Reports on Internal
Control over Financial Reporting and Certification of Disclosures in Exchange Act Periodic
Reports, effective August 14, 2003, you must conclude whether your disclosure controls and
procedures are effective or ineffective. Please clarify to us what your conclusion was.

Response:

    Based on the evaluation of disclosure controls and procedures conducted by the principal
executive officer and principal financial officer, these officers concluded that the
Company’s disclosure controls and procedures were effective as of the end of the period
covered by the Annual Report on Form 10-K. The Company will substitute the term “effective”
for “adequate” in future filings.

    Item 11. Executive Compensation (incorporated by reference to the proxy statement)

2

    4.

    Refer to the discussion of Annual Bonus and the 2007 PIP objectives for NEOs other than the
CEO. Please provide a significantly expanded analysis of the bonus amounts paid to individual
officers. Disclose the target amounts for company net income, business unit pre-tax income,
days sales outstanding targets used to determine bonus amounts. Describe in more detail the
individual and department performance objectives. Provide a substantive analysis of how the
Compensation Committee applied these objectives to determine individual compensation amounts.
Refer to Item 402(b)(2)(vii) of Regulation S-K. Provide this disclosure in future filings and
explain to us how you intend to comply.

Response:

    The Company has set forth in Attachment I the section of the proxy statement that addresses
the annual bonuses and PIP objectives for the NEOs, other than the CEO that has been
incorporated by reference into Item 11. It contains the modifications that the Company
would propose to make in future filings in response to the Staff’s comment using the facts
of the 2007 fiscal year. The modified text has been underlined for the convenience of the
Staff.

    5.

    We note that incentive compensation consists of options, restricted stock units, and
performance shares. Please tell us whether the performance shares are included in the summary
compensation table. If so, provide footnote disclosure to clarify where these amounts appear
in the table. Provide this disclosure in future filings and explain to us how you intend to
comply.

Response:

    The amounts shown in the “Stock Awards” column of the Summary Compensation Table include two
forms of restricted stock units – service-based units and performance shares. In future
filings, the Company will modify footnote one to the Summary Compensation Table, which read
(in part) in the 2008 proxy statement: “Amounts represent amounts recognized for financial
statement purposes in 2007 for restricted stock units granted in 2007 and prior years in
accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123 Share-Based
Payment (“SFAS 123R”) disregarding the estimate of forfeitures related to service-based
vesting conditions.” to read (in part) “Amounts represent amounts recognized for financial
statement purposes in 200___for restricted stock units, in the form of Service Units and
Performance Shares, granted in 200___and prior years in accordance with Statement of
Financial Accounting Standards (“SFAS”) No. 123 Share-Based Payment (“SFAS 123R”)
disregarding the estimate of forfeitures related to service-based vesting conditions.”

Item 13. Certain Relationships and Related Transactions, and Director Independence
(incorporated by reference to the proxy statement

    6.

    Please tell us why the disclosure beginning on page 35 of the proxy statement does not
include a discussion of the settlement payments to Security Services of America, LLC. We note
the disclosure in Note 1 to your financial statements.

3

Response:

    Item 13 calls for the disclosures set forth in Item 404 of Regulation S-K with regard to
certain transactions with “related persons.” Under Item 404, a “related person” would
include a director or executive officer of the Company, a beneficial owner of more than five
percent of any class of the Company’s voting securities and certain immediate family
members of a director, executive officer or more than five percent beneficial owner. The
Company made no disclosure under Item 13 with respect to the settlement payments because
none of the payments was made to a “related person” as defined in Item 404. (The Note 1
disclosure is responsive to Statement of Financial Accounting Standards No. 57, “Related
Party Disclosures,” which defines a related party to include a party that can significantly
influence the management or operating policies of the transacting parties or it has an
ownership interest in one of the transacting parties and can significantly influence the
other to the extent that one or more of the transacting parties might be prevented from
fully pursuing its own separate interests. The disclosure is included in the note because
Company employees indirectly own approximately 16% of Security Services of America LLC
equity.)

    On behalf of the Company, the undersigned hereby acknowledges that:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure in the
filings it makes with the Securities and Exchange Commission;

    •

    Staff comments or changes to disclosure in response to Staff comments in the filings
reviewed by the Staff do not foreclose the Securities and Exchange Commission from
taking any action with respect to the filings; and

    •

    The Company may not assert Staff comments as a defense in any proceeding initiated
by the Securities and Exchange Commission or any person under the federal securities
laws of the United States.

Please contact the undersigned at (212) 297-9871 with any questions concerning the foregoing. The
undersigned’s facsimile number is (212) 297-0375.

Very truly yours,

/s/ James Lusk

James Lusk

Executive Vice President &

Chief Financial Officer

4

Attachment I

Annual Bonus

     ABM has an annual cash performance incentive program (“PIP”) for executives to motivate and
reward achievement of annual financial and performance objectives and to provide a competitive
total compensation opportunity in support of compensation objectives. The PIP provides short-term
incentive award opportunities for executives based on ABM’s financial performance, operating
company and department performance and individual performance. All 2007 NEOs, other than the CEO
and CFO, participated in this program; however their payments are subject to the limits of the
Executive Officer Incentive Plan (“EOIP”) discussed below. Under the PIP, the Compensation
Committee establishes a target bonus for each executive based on a multiple of base salary. In
addition, each executive’s target bonus is weighted based on company, business unit (or department
for certain corporate executives) objectives and individual performance objectives to reflect the
different responsibilities and appropriate incentives. The Compensation Committee approves the
company and business unit objectives, the threshold and range of awards related to these
objectives, and the range of awards related to the department and individual performance
objectives. The CEO approves the department and individual performance objectives. Generally, the
performance criteria associated with the company and business unit objectives are objective, while
those associated with department and individual performance objectives are subjective. With respect
to the CEO, the Board of Directors adopts performance objectives and the CEO Committee establishes
his target bonus. The range of his bonus is set forth in his employment agreement.

     In the first quarter of 2007, the Compensation Committee increased Mr. McClure’s target bonus
to better position him relative to bonuses for similar positions in the Peer Group and
Mr. Zaccagnini’s target bonus to reflect the expansion of his responsibilities to include the
Security business and to better position him relative to bonuses for similar positions in the Peer
Group. Ms. Auwers’s and Mr. Sundby’s target bonuses were not changed. The CEO Committee also
increased the CEO’s target bonus to better position his bonus relative to bonuses for similar
positions in the Peer Group. The potential range of bonuses for the NEOs remained at 0 to 150% for
the CEO and 0 to 180% for the other NEOs.

     Target bonus levels for financial performance are based on budget expectations at the
beginning of the fiscal year; achievement above that level will lead to higher bonus payments with
achievements below that level reducing the payment. No bonuses for financial performance are paid
below a performance threshold. Since positions held by the NEOs have differing areas of focus,
scope and impact on ABM, the relative weighting of company objectives, business unit objectives,
department performance objectives and individual performance objectives varies based on position
and responsibilities.

     Bonuses for the NEOs other than the CEO are based on the assessment of company, business unit
(or department) performance results and individual performance, weighted according to the
individual criteria for each NEO. Following the end of the fiscal year, management submits to the
Compensation Committee the results of the company and business unit financial objectives for the
preceding year and the CEO submits to the Compensation Committee his assessment of the achievement
of the department and individual performance objectives, as well as self assessments by

A-1

the CEO and each other NEO. The Compensation Committee discusses the CEO’s assessments of the other
NEOs with the CEO and has discretion to modify his assessments. In addition, the Compensation
Committee may adjust the company and business unit performance results to take into consideration
unusual items such as acquisitions or divestitures. A performance level that meets expectations
leads to a payment at target, while an outstanding performance assessment will lead to the highest
payment contemplated.

     The CEO’s performance objectives are adopted by the nonmanagement directors each year
following a discussion of the most important objectives for the Company in the coming year.
Mr. Slipsager participates in this process by submitting to the nonmanagement directors his
proposed objectives. The proposal is reviewed by the Compensation Committee, which recommends the
annual performance objectives for the CEO after input from and discussion with the nonmanagement
directors. Mr. Slipsager’s performance is assessed through an evaluation process involving each of
the directors. After the end of each fiscal year, the Chairs of the Audit Committee, Compensation
Committee and Governance Committee interview each director concerning the Chief Executive Officer’s
performance against the performance objectives adopted at the beginning of the year. The results of
the interviews are reported to the Compensation Committee, after which the Compensation Committee
determines its recommendation of the percentage of target bonus to be awarded to the CEO based upon
the assessment. The Compensation Committee then makes its recommendation for the CEO’s bonus to the
CEO Committee, which approves the bonus.

     The 2007 performance objectives established by the nonmanagement members of the Board of
Directors for Mr. Slipsager included meeting or exceeding ABM’s budget for fiscal year 2007 as
reviewed by the Board in October 2006, continuing a prudent acquisition program, management
development, continuing development of a branding program, and beginning the implementation of a
shared services platform. After the close of the fiscal year, the Compensation Committee considered
the assessment of Mr. Slipsager’s performance by the nonmanagement directors and recommended to the
CEO Committee a payment equal to 130% of the CEO’s target bonus based on the Company’s exceeding
its 2007 budget, the acquisitions of OneSource Services, Inc. and Health Services Parking of
America, Inc., which enhance ABM’s market position in its janitorial and parking businesses, the
successful recruitment of several senior executives, including a new CFO, and the progress in
implementing ABM’s Shared Services Center, also taking into consideration the delay in branding
improvements due to the focus on a major acquisition. Based on this assessment and the Compensation
Committee’s recommendation, the CEO Committee approved Mr. Slipsager’s bonus.

     The determinations of 2007 bonuses for the NEOs other than the CEO were based on
corporate, business unit, individual and department or function performance, as set forth
below.

     Corporate performance, which was included in bonus calculations for Mr. McClure,
Mr. Zaccagnini and Ms. Auwers, was

Mail Stop 4561         March 10, 2008  VIA USMAIL and FAX (212) 593 - 8794  Mr. James S. Lusk Executive Vice President and Chief Financial Officer ABM Industries Incorporated 551 Fifth Avenue, Suite 300 New York, New York 10176

Re: AMB Industries Incorporated
 Form 10-K as of October 31, 2007
Filed on December 21, 2007
 File No. 001-08929

Dear Mr. James S. Lusk:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 FORM 10-K FOR THE YEAR  ENDED OCTOBER 31, 2007

Item 1, Business, page 3
1. Please provide us with documentation supporting your statement on page 4 that
ABM Engineering Services Company is “t he only national engineering services
provider of on-site opera ting engineers to earn” the ISO 9000 Certification.

James S. Lusk
ABM Industries Incorporated
March 10, 2008 Page 2
Item 3.  Legal Proceedings, page 12

2. We note disclosure on page 35 under “Contingencies and Litigation,” which states
that you have been named as a defendant in certain environmental proceedings.  Please tell us why you have not included disclosure about those proceedings in
Item 3.  Refer to Instruction 5 to Item 103 of Regulation S-K.

Item 9A.  Controls and Procedures

3. We note that you performed an evaluation of the effectiveness of the design and
operations of your disclosure controls a nd procedures and concluded they were
adequate.    Pursuant to Item 307 of Regulation S-K as amended by Release No.
33-8238:  Management’s Reports on Intern al Control over Financial Reporting
and Certification of Disclosures in Ex change Act Periodic Reports, effective
August 14, 2003, you must conclude whethe r your disclosure controls and
procedures are effective or ineffective.   Please clarif y to us what your conclusion
was.
Item 11.  Executive Compensation (incorporat ed by reference to the proxy statement)

4. Refer to the discussion of Annual Bonus  and the 2007 PIP objectives for NEOs
other than the CEO.  Please provide a significantly expanded analysis of the
bonus amounts paid to individual officers.  Disclose the target amounts for
company net income, business unit pre-tax income, days sales outstanding targets used to determine bonus amounts.  Descri be in more detail the individual and
department performance objectives.  Provi de a substantive an alysis of how the
Compensation Committee applied these objectives to determine individual compensation amounts.  Refer to Item 402(b )(2)(vii) of Regulation S-K.  Provide
this disclosure in future filings and explain to us how you intend to comply.

5. We note that incentive compensation consis ts of options, restricted stock units,
and performance shares.  Please tell us whether the performance shares are
included in the summary compensation table.  If so, provide footnote disclosure to
clarify where these amounts appear in the ta ble.  Provide this di sclosure in future
filings and explain to us how you intend to comply.

Item 13.  Certain Relationships and Relate d Transactions, and Di rector Independence

(incorporated by reference to the proxy statement)

6. Please tell us why the disclosure be ginning on page 35 of the proxy statement
does not include a discussion of the settleme nt payments to Security Services of
America, LLC.  We note the disclosure in  Note 1 to your financial statements.

James S. Lusk
ABM Industries Incorporated
March 10, 2008 Page 3
*   *   *   *

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

James S. Lusk
ABM Industries Incorporated  March 10, 2008 Page 4   You may contact Wilson K. Lee at (2 02) 551-3468 or me at (202) 551-3498 if
you have questions regarding comments on the financial statements and related matters.
Please contact Kristina Aberg at (202) 551–3404 with any other questions.
Sincerely,     Linda Van Doorn Senior Assistant Chief Accountant

Mail Stop 4561
May 3, 2006

Mr. George B. Sundby
Chief Financial Officer
ABM Industries Incorporated
160 Pacific Avenue, Suite 222
San Francisco, CA 94111

 Re: ABM Industries Incorporated
  Form 10-K for the Fiscal Year Ended October 31, 2005
  File No. 1-08929

Dear Mr. Sundby:

We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

        S i n c e r e l y ,

        Jorge Bonilla
Senior Staff Accountant

CORRESP
1
filename1.htm

corresp

VIA EDGAR

April 24, 2006

Mr. Jorge Bonilla

Senior Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Mail Stop 4561

    Re:

    ABM Industries Incorporated

Form 10-K for the fiscal year ended October 31, 2005

File No. 1-08929

Dear Mr. Bonilla:

This letter is in response to the comment set forth in the letter from the Staff of the Securities
and Exchange Commission (the Commission) dated April 12, 2006 in connection with the Form 10-K
filed by ABM Industries Incorporated (the Company) for the fiscal year ended October 31, 2005. For
ease of reference, we have repeated in full the comment before our response.

FORM 10-K FOR THE FISCAL YEAR ENDED OCTOBER 31, 2005

Note 18 – Quarterly Information, page 60:

Comment: We note that you restated your financial statements for the quarterly periods ending in
2005 due to the material weaknesses relating to Security Services of America, LLC, whose
operating assets you acquired on March 15, 2004. Please tell us in detail if these material
weaknesses affected, and to what extent, your 2004 financial statements and if not tell us how
they were only related to the 2005 financial statements.

Response: As disclosed in Note 18 of the Notes to Consolidated Financial Statements,
Quarterly Information (Unaudited), the financial statements for the quarterly periods
ending in 2005 were restated to correct accounting errors associated with the operations
acquired from Security Services of America, LLC (SSA LLC) on March 15, 2004. The aggregate
effect of the adjustment for the quarter ended January 31, 2005 was a reduction of the Security
segment’s operating profit and the Company’s income from continuing operations before income
taxes by $4.0 million.

As further disclosed in Note 18, $2.0 million of the $4.0 million adjustment was attributable to
the correction of accounting errors that affected the Company’s 2004 financial statements. The
$2.0 million ($1.2 million after tax) is composed of:

    •

    a $0.3 million ($0.2 million after tax) increase in cost of goods sold associated
with the costs of providing licensed security officers to customers in 2004

The $0.3 million understatement of cost of goods sold for the year ended October 31,
2004 is comprised of a $2.5 million underaccrual of payroll and payroll-related
expenses that was substantially offset by a $2.2 million overstatement of
subcontracting expenses – charges of substantially the same character as those
underaccrued. The Company entered the subcontracting arrangement with SSA LLC, from
which it had purchased the operating assets, so it could continue to provide
security services under acquired contracts while it pursued certain state operating
licenses. (The subcontracting arrangement ended on June 30, 2005.) Had the Company
identified the error in 2004, the Company would have recorded a $2.2 million
receivable due from SSA LLC, the former owner, as of October 31, 2004.

    •

    a $1.1 million ($0.7 million after tax) reduction in cost of goods sold for the
overstatement of insurance expense in 2004

The Company’s results for the fiscal year ended October 31, 2004 overstated
insurance expenses by $1.1 million. This resulted from a $0.5 million overaccrual
of insurance premiums as of October 31, 2004 and premium payments of $0.6 million
during 2004 that were both attributable to insurance coverage for the period prior
to the Company’s acquisition of operations from SSA LLC. Had the Company identified
the error in 2004, the Company would have recorded a $0.6 million receivable due
from SSA LLC, the former owner, as of October 31, 2004.

    •

    a $2.8 million ($1.7 million after tax) increase in selling, general and
administrative expenses for a reserve provided for the SSA LLC 2004 receivables

Although, as discussed above, the effect of the correction of the $2.2 million
overpayment of subcontracting expenses and the $0.6 million insurance payments made
on behalf of SSA LLC would have been the creation of a receivable of equal amount,
the Company determined to fully reserve this $2.8 million (and similar overpayments
in the first quarter of fiscal year 2005) because SSA LLC disputed that the Company
had overpaid it.

The tables below summarize the impact the adjustment would have had on the Company’s balance
sheet and income statement as of and for the year ended October 31, 2004.

    (in thousands)

    October 31, 2004

    As reported

    Adjustments

    Pro-forma

    Assets

    Prepaid expenses and other current assets

    $
    38,607

    $
    —

    $
    38,607

    Receivable from SSA LLC

    2,800

    2,800

    Reserve against receivable

    (2,800
    )

    (2,800
    )

    38,607

    —

    38,607

    Total assets

    $
    842,524

    $
    —

    $
    842,524

    Liabilities

    Income taxes payable

    10,065

    (784
    )

    9,281

    Accrued compensation

    64,350

    2,500

    66,850

    Other accrued liabilities

    47,710

    (500
    )

    47,210

    Total liabilities

    400,363

    1,216

    401,579

    Stockholders’ equity

    Retained earnings

    328,258

    (1,216
    )

    327,042

    Total liabilities and stockholders’ equity

    $
    842,524

    $
    —

    $
    842,524

2

    Year ended October 31,

    (in thousands)

    2004

    As reported

    Adjustments

    Pro-forma

    Revenues

    $
    2,375,149

    $
    —

    $
    2,375,149

    Expenses

    Operating expenses and cost of goods sold

    2,157,637

    2,157,637

    Insurance expense adjustment

    (1,100
    )

    (1,100
    )

    Payroll and subcontracting expenses adjustment

    300

    300

    Subtotal

    2,157,637

    (800
    )

    2,156,837

    Selling, general and administrative

    166,981

    2,800

    169,781

    Interest

    1,016

    1,016

    Intangible amortization

    4,519

    4,519

    Total Expenses

    2,330,153

    2,000

    2,332,153

    Income from continuing operations before income taxes

    44,996

    (2,000
    )

    42,996

    Income taxes

    15,352

    (784
    )

    14,568

    Income from continuing operations

    $
    29,644

    $
    (1,216
    )

    $
    28,428

    Diluted earnings per share

    Income per share from continuing operations

    $
    0.59

    $
    (0.02
    )

    $
    0.57

The Company included the adjustments described in Note 18 and above in the quarter ended
January 31, 2005 (together with similar adjustments during that quarter), rather than restating
fiscal 2004 results, because it did not believe that the errors were material. Set forth below
is the quantitative and qualitative materiality analysis of these errors.

Quantitative Materiality.

In conjunction with the Company’s assessment of internal control over financial reporting as
required by Section 404 of the Sarbanes-Oxley Act of 2002 and based on applicable considerations
(e.g., no going concern or liquidity issues, little regulation or specialized accounting issues,
consistency with the practices of others etc.), the Company established a materiality threshold
equal to 5% of net income or, if applicable, income from continuing operations for assessing
misstatements and potential misstatements. Any misstatement or potential misstatement
individually and in the aggregate that meets or exceeds that threshold could be considered
material and could result in a material weakness in the Company’s internal control over
financial reporting.

From a quantitative standpoint, the Company believes that the misstatements resulting from
errors associated with the operations acquired from SSA LLC, should not be considered material
since they would have affected income from continuing operations for 2004 by less than 5%. If
the errors had been corrected in 2004, income from continuing operations would have been reduced
by $1.2 million (after tax) or 4.1%, from $29.6 million ($0.59 per diluted share) to $28.4
million ($0.57 per diluted share). Further, if the errors had been corrected in 2004, total
assets of $842.5 million as of October 31, 2004 would not have changed, while total liabilities
would have been only $1.2 million higher, which is approximately 0.3% of the $400.4 million in
total liabilities reported as of October 31, 2004.

This analysis both aggregates and nets the 2004 misstatements. In general, determination of
materiality should give consideration to whether the misstatement of individual amounts could be
deemed to cause a material misstatement of the financial statements taken as a whole,
irrespective of its effect when combined with other misstatements. In this instance, however,
each misstatement is part of one overall error, i.e., inadequately distinguishing between the
old operations and the new operations in the form of overpayments for subcontracted services and
of insurances premiums and, in the case of the overpayment for subcontracting services, the
failure to accrue for the expenses of providing the services directly–all of which entries are
included within cost of goods sold. The only misstatement that appears outside of this line
item, is the reserve taken against the receivable for the

3

subcontracting and insurance premium overpayments (despite the fact that the Company is pursuing
collection vigorously) and the corresponding increase in selling, general and administrative
expenses, neither of which is related to the Company’s ongoing profitability or, as discussed
further below, the operating results and associated trends in profitability of the Company’s
Security segment.

Qualitative Materiality.

As Staff Accounting Bulletin No. 99, Materiality, points out, looking at a percentage
such as 5% may be “an initial step in assessing materiality.” However, SAB No. 99 further
states, “the magnitude of a misstatement is only the beginning of an analysis. SAB No. 99
provides that “a matter is ‘material’ if there is a substantial likelihood that a reasonable
person would consider it important.” Quoting the Supreme Court in TSC Industries vs.
Northway, SAB No. 99 also states that a fact is material if there is “a substantial
likelihood that . . . the fact would have been viewed by the reasonable investor as having
significantly altered the ‘total mix’ of information made available.”

With respect to financial statements, SAB 99 notes:

In the context of a misstatement of a financial statement item, while the “total mix”
includes the size in numerical or percentage terms of the misstatement, it also includes the
factual context in which the user of financial statements would view the financial statement
item. . . . [F]inancial management and the auditor must consider both “quantitative” and
“qualitative” factors in assessing an item’s materiality.

SAB No. 99 goes on to provide that “misstatements below 5% could well be material” and lists
certain considerations in the determination as to whether a “quantitatively small misstatement
of a financial statement item” is deemed material. These include:

    •

    Whether the misstatement masks a change in earnings or other trends

    •

    Whether the misstatement changes a loss into income or vice versa

    •

    Whether the misstatement hides a failure to meet analysts’ consensus expectations
for the enterprise

    •

    Whether the misstatement concerns a segment or other portion of the registrant’s
business that has been identified as playing a significant role in the registrant’s
operations or profitability

    •

    Whether the misstatement affects the registrant’s compliance with regulatory
requirements

    •

    Whether the misstatement affects the registrant’s compliance with loan covenants or
other contractual requirements

    •

    Whether the misstatement has the effect of increasing management’s compensation –
for example, by satisfying requirements for the award of bonuses or other forms of
incentive compensation

    •

    Whether the misstatement involves concealment of an unlawful transaction

    •

    Whether the misstatement arises from an item capable of precise measurement or
whether it arises from an estimate and, if so, the degree of imprecision inherent in
the estimate

In making the determination as to whether the errors resulted in a material misstatement, despite
their otherwise immaterial magnitude, the following points have been considered:

4

    •

    Allowing the 2004 financial statements to remain as originally presented did not
mask a change in earnings or other trends, including cash flow from operations or
balance sheet strength. It did not change a loss into income, or in fact materially
alter the amount of income reported.

    -

    Correcting the errors would not have impacted cash flow from
operations, a key fundamental of ABM’s business, as the adjustment (as detailed
above) to income from continuing operations would have an equal and offsetting
change to the adjustments to reconcile income from continuing operations to net
cash provided from operating activities.

    -

    Correcting the errors would have reduced the Company’s working
capital of $230.7 million as of October 31, 2004 by only $1.2 million (after
tax), which is less than 1% of working capital. Total assets would have been
unaffected.

    -

    Finally, as detailed above, correcting the errors would have
reduced income from continuing operations by only $1.2 million (after tax),
just 4.1% of originally reported income from continuing operations for the year
ended October 31, 2004 and reduced diluted earnings per share by only $0.02.

    •

    The misstatements did not hide a failure to meet analysts’ consensus expectations.

    -

    Subsequent to the filing of the Company’s Quarterly Report on
Form 10-Q for the quarter and nine months ended July 31, 2004, the analysts’
consensus estimate for diluted income per share from continuing operations for
the year ended October 31, 2004 was $0.82. The Company’s reported diluted
income per share for 2004 was $0.59. The Company’s diluted income per share
would have been $0.02 lower if the errors had been recorded appropriately.
Whether this $0.02 per share is taken into account or not, the Company
substantially failed to meet analysts’ consensus expectations. The results for
2004 included a $17.2 million ($10.4 million after tax, $0.21 per diluted
share) insurance charge resulting from adverse developments in the Company’s
California workers’ compensation claims. Further, even eliminating the impact
of the insurance charge on 2004 income from continuing operations, the Company
would have failed to meet the analysts’ consensus expectations, albeit by a
narrower margin than if the misstatements were corrected.

    •

    The misstatements concern the Security segment which has not played a significant
role in profitability over the past 3 years.

    -

    The results of the Company’s operations (as indicated in the
Company’s Form 10-K) are substantially driven by the results of the Company’s
Janitorial segment, which generated an average of approximately 66% of the
Company’s operating profits before corporate expenses for the three years ended
October 31, 2005. During the same three-year period, the Security segment
generated an average of less than 7% of operating profits, in third or fourth
position of the five currently remaining segments. The misstatements
resulted in understated income from continuing operations before income taxes in the Security
segment of only $0.8 million ($0.5 million after tax) in
2004 before the determination to fully reserve against the
receivable from SSA LLC.

    •

    The misstatements did not affect the Company’s compliance with regulatory
requirements.

5

    •

    The misstatements did not affect the Company’s compliance with loan covenants or
other contractual requirements as of Octo

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561
      April 12, 2006

Mr. George B. Sundby
Chief Financial Officer
ABM Industries Incorporated
160 Pacific Avenue, Suite 222
San Francisco, CA 94111

	Re:	ABM Industries Incorporated
		Form 10-K for the Fiscal Year Ended October 31, 2005
		File No. 1-08929

Dear Mr. Sundby:

      We have reviewed your filing and have the following comment.
We have limited our review to only the issue addressed below and
will
make no further review of your document.  In our comment, we ask
you
to provide us with information so we may better understand your
disclosures.  After reviewing this information, we may raise
additional comments.

       Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended October 31, 2005

Note 18 - Quarterly Information, page 60

1. We note that you restated your financial statements for the
quarterly periods ending in 2005 due to the material weaknesses
relating to Security Services of America, LLC, whose operating
assets
you acquired on March 15, 2004.  Please tell us in detail if these
material weaknesses affected, and to what extent, your 2004
financial
statements and if not tell us how they were only related to the
2005
financial statements.

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response on Edgar.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comment, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Thomas Flinn, Staff Accountant, at (202)
551-
3469 or the undersigned at (202) 551-3414 if you have questions.
      			Sincerely,

      Jorge Bonilla
Senior Staff Accountant

Mr. George B. Sundby
ABM Industries Incorporated
April 12, 2006
Page 1

</TEXT>
</DOCUMENT>