8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 14, 2005

ABM Industries Incorporated

(Exact name of registrant as specified in its charter)

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

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

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

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

     On December 14, 2005, ABM Industries Incorporated (the “Company”) issued a press release announcing financial results related to fiscal year 2005 and the fourth quarter of fiscal year 2005. A copy of the press release is attached as Exhibit 99.1, which is incorporated into this item by reference.

Item 8.01 Other Events.

     On December 14, 2005, the Board of Directors of the Company declared a quarterly dividend of $0.11 per share, payable on February 6, 2006 to stockholders of record on January 13, 2006. A copy of the press release announcing the declaration of the dividend is attached as Exhibit 99.2, which is incorporated into this item by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99.1	Press Release of ABM Industries Incorporated dated December 14, 2005, announcing financial results related to the third quarter of fiscal year 2005.
99.2	Press Release of ABM Industries Incorporated dated December 14, 2005, announcing the declaration of a dividend.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ABM INDUSTRIES INCORPORATED
Dated: December 14, 2005	By:	/s/ George B. Sundby
		George B. Sundby
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

99.1	Press Release of ABM Industries Incorporated dated December 14, 2005, announcing financial results related to fiscal year 2005 and the fourth quarter of fiscal year 2005.
99.2	Press Release of ABM Industries Incorporated dated December 14, 2005, announcing the declaration of a dividend.

EX-99.1

Exhibit 99.1

ABM INDUSTRIES ANNOUNCES FOURTH QUARTER FISCAL 2005 FINANCIAL RESULTS

Company Achieves Record Fourth Quarter Revenues of $658.7 Million and
EPS from Continuing Operations of $0.30 for the Fourth Quarter

SAN FRANCISCO, CA — December 14, 2005 — ABM Industries Incorporated (NYSE:ABM), a leading facility services contractor in the United States, today reported income from continuing operations for the fourth quarter ended October 31, 2005 of $15.2 million ($0.30 per diluted share), up 358.3%, compared to $3.3 million ($0.06 per diluted share) for the prior year fourth quarter. Sales and other income for the fourth quarter of fiscal 2005 were $658.7 million, up 6.3% from $619.8 million in the fourth quarter of fiscal 2004. In the fourth quarter of fiscal 2004, the Company recorded a $17.2 million or $10.5 million after-tax ($0.21 per diluted share) charge for adverse developments in the Company’s California workers’ compensation claims.

“This was a strong quarter of revenue growth and profitability — with positive double-digit comparisons across all of our operating segments,” commented Henrik Slipsager, ABM’s president and chief executive officer. “ABM’s focus on our key strategic initiatives — combined with an improved economy and lower office vacancy rates — resulted in new business across the country.

“We’re gaining momentum among all customer segments — commercial, industrial, institutional and retail facilities. Customers are increasingly attracted to the benefits of our bundled and integrated services, and the opportunity to contract multiple services from a single, leading national provider. In 2006, we expect to further leverage our customer value proposition through continued strategic acquisitions.

“In addition to our business success, our financial position remains very strong. We ended fiscal 2005 with approximately $64 million in cash and equivalents, no long-term debt and more than $257 million in working capital, and we generated $52 million in operating cash flow from continuing operations for fiscal 2005. For the first time in ABM’s history, total assets exceeded $900 million.”

Influences on Quarterly Results

The quarter ended October 31, 2005 included $4.3 million after-tax ($0.09 per diluted share) of higher professional fees related to initial compliance with the Sarbanes-Oxley internal controls certification requirement which was substantially offset by $2.6 million after-tax gain ($0.05 per diluted share) for the sale of the leasehold interest for an off-airport parking facility and $1.6 million after-tax benefit ($0.03 per diluted share) from the reduction of 2004 and prior-year insurance reserves on three specialty risk programs.

The fourth quarter of fiscal 2005 had one more workday than the comparable period in fiscal 2004, resulting in an additional expense of $1.4 million after-tax ($0.03 per diluted share) on janitorial contracts with variable labor cost but fixed monthly pricing. On a fiscal year basis, 2005 also had one additional workday compared to 2004.

Full-Year 2005

The Company’s income from continuing operations for fiscal 2005 was $55.1 million ($1.09 per diluted share), up 85.8%, compared to $29.6 million ($0.59 per diluted share) for fiscal 2004. Operating results for 2005 include $5.0 million of after tax benefits ($0.10 per diluted share) from prior year insurance reserve adjustments, a $2.7 million ($0.05 per diluted share) state income tax settlement and the fourth quarter parking leasehold gain. These benefits were substantially offset by the $7.0 million after-tax ($0.14 per diluted share) increase in Sarbanes-Oxley compliance professional fees and a $3.0 million after-tax ($0.06 per diluted share) settlement of former employee litigation.

Sales and other income for the year ended October 31, 2005 were $2.59 billion, up 8.9%, compared to $2.38 billion in 2004. Net income, which includes income from discontinued operations, was $69.5 million ($1.38 per diluted share), up 127.9%, compared to $30.5 million ($0.61 per diluted share) for fiscal 2004. The Company realized an after-tax gain from the sale of its Mechanical Services subsidiary of $14.2 million ($0.29 per diluted share) in fiscal 2005.

2006 Guidance

Mr. Slipsager concluded, “Given the strength of our balance sheet and our cash flow from continuing operations, we remain well positioned to continue to expand our existing lines of business in fiscal 2006 through a combination of acquisition and organic growth.

“Based on the current economic environment, our strong operational momentum and the recent increase in the level of sales activity, we expect income from continuing operations for fiscal 2006 will be in the range of $1.08 to $1.14 per diluted share. This is exclusive of future acquisitions, and includes $0.06 of stock-based compensation expense as a result of the adoption of SFAS 123R in fiscal 2006. Excluding 2006 stock based compensation and 2005 insurance and tax benefits related to prior years, we expect to increase income from operations by more than 20 percent.”

Conference Call

On Thursday, December 15, 2005 at 6:00 a.m. (PST), ABM will host a live webcast of remarks by President and Chief Executive Officer Henrik C. Slipsager, and Executive Vice President and Chief Financial Officer George B. Sundby. A webcast of the conference call will be accessible at www.irconnect.com/primecast/05/q4/abm_4q2005.html. Listeners are asked to be online at least fifteen minutes early to register, as well as to download and install any complimentary audio software that might be required. Following the call, the webcast will be available at this URL for a period of one year.

In addition to the webcast, a limited number of toll-free telephone lines will also be available for listeners who are among the first to call 877/440-9648 within fifteen minutes before the event. Telephonic replays will be accessible during the period from two hours to seven days after the call by dialing 800/642-1687, and then entering ID # 3013802.

About ABM Industries

ABM Industries Incorporated is among the largest facility services contractors listed on the New York Stock Exchange. With more than 73,000 employees, ABM provides janitorial, parking,

security, engineering and lighting services for thousands of commercial, industrial, institutional and retail facilities in hundreds of cities across the United States and British Columbia, Canada. The ABM Family of Services includes ABM Janitorial; Ampco System Parking; ABM Security, which includes American Commercial Security (ACSS) and Security Services of America (SSA); ABM Facility Services; ABM Engineering; and Amtech Lighting Services.

Cautionary Statement Under the Private Securities Litigation Reform Act of 1995.

This press release contains forward-looking statements that set forth management’s anticipated results based on management’s plans and assumptions. Any number of factors could cause the Company’s actual results to differ materially from those anticipated. These risks and uncertainties include, but are not limited to: (1) a delay in the filing of the Company’s Fork 10-K and an adverse internal control evaluation under Section 404 of the Sarbanes-Oxley Act that affects ABM’s stock price; (2) a significant increase in the Company’s significant accounting and other control costs; (3) labor disputes that lead to a loss of sales and expense variations; (4) an increase in costs that the Company cannot pass on to customers; (5) a change in actuarial analysis that causes an unanticipated change in insurance reserves; (6) a change in the frequency or severity of claims against the Company, a deterioration in claims management, or the cancellation or non-renewal of the Company’s primary insurance policies; (7) intense competition that lowers revenue or reduces margins; (8) low levels of capital investments by customers that impacts project sales of the Lighting segment; (9) a decline in commercial office building occupancy and rental rates lowers sales and profitability; (10) financial difficulties or bankruptcy of a major customer; (11) the loss of long-term customers; (12) weakness in airline travel and the hospitality industry that affects the results of the Company’s Parking segment; (13) acquisition activity slows or is unsuccessful; and (14) other issues and uncertainties that may include: natural or man made disasters, new accounting pronouncements or changes in accounting policies, labor shortages that adversely affect the Company’s ability to employ entry level personnel, the on-going impact of Hurricane Katrina on the United States economy and on the Company’s ability to provide services in the Gulf Coast region, legislation or other governmental action that detrimentally impacts the Company’s expenses or reduces sales by adversely affecting the Company’s customers such as state or locally mandated healthcare benefits, impairment of goodwill and other intangible assets, a reduction or revocation of the Company’s line of credit that increases interest expense and the cost of capital ,and the resignation, termination, death or disability of one or more of the Company’s key executives that adversely affects customer retention or day-to-day management of the Company. Additional information regarding these and other risks and uncertainties the Company faces is contained in the Company’s Annual Report on Form 10-K and in other reports it files from time to time with the Securities and Exchange Commission.

# # #

BALANCE SHEET SUMMARY (UNAUDITED)

	October 31,		October 31,
	2005		2004
Assets
Cash and cash equivalents	$	63,991,000	$	63,369,000
Trade accounts receivable, net		345,104,000		307,237,000
Assets held for sale		—		14,441,000
Other current assets		112,462,000		100,079,000
Total current assets		521,557,000		485,126,000
Goodwill		243,559,000		225,495,000
Other intangibles, net		24,463,000		22,290,000
All other assets		114,232,000		109,613,000
Total assets	$	903,811,000	$	842,524,000
Liabilities
Liabilities held for sale	$	—	$	3,926,000
Other current liabilities		263,653,000		250,502,000
Non-current liabilities		152,710,000		145,935,000
Total liabilities		416,363,000		400,363,000
Stockholders’ Equity		487,448,000		442,161,000
Total liabilities and stockholders’ equity	$903,811,000		$	842,524,000

SELECTED CASH FLOW INFORMATION (UNAUDITED)

	Three Months Ended October 31,
	2005			2004
Net cash flows from continuing operating activities	$	37,507,000		$	22,179,000
Net operational cash flows from discontinued operations		(7,720,000	)		(912,000	)
Net Cash Provided By Operating Activities	$	29,787,000		$	21,267,000
Net Cash Used In Investing Activities	$	(7,601,000	)	$	(5,051,000	)
Common stock issued	$	3,750,000		$	2,524,000
Dividends paid		(5,147,000	)		(4,872,000	)
Net Cash Used In Financing Activities	$	(1,397,000	)	$	(2,348,000	)

	Year Ended October 31,
	2005			2004
Net cash flows from continuing operating activities	$	51,997,000		$	64,412,000
Net operational cash flows from discontinued operations		(7,348,000	)		(30,722,000	)
Net Cash Provided By Operating Activities	$	44,649,000		$	33,690,000
Net Cash Used In Investing Activities	$	(13,102,000	)	$	(60,753,000	)
Common stock issued	$	21,137,000		$	10,034,000
Stock buyback		(31,318,000	)		(11,073,000	)
Dividends paid		(20,744,000	)		(19,476,000	)
Net Cash Used In Financing Activities	$	(30,925,000	)	$	(20,515,000	)

INCOME STATEMENT (UNAUDITED)

	Three Months Ended October 31,					Increase
	2005			2004		(Decrease)
Revenues
Sales and other income	$	658,706,000		$	619,794,000		6.3	%
Expenses
Operating expenses and cost of goods sold		578,446,000			572,031,000		1.1	%
Selling, general and administrative expenses		53,775,000			41,741,000		28.8	%
Intangible amortization		1,409,000			1,280,000		10.1	%
Interest expense		171,000			270,000		(36.7	)%
Total expenses		633,801,000			615,322,000		3.0	%
Income from continuing operations before income taxes		24,905,000			4,472,000		456.9	%
Income taxes		9,708,000			1,156,000		739.8	%
Income from continuing operations		15,197,000			3,316,000		358.3	%
Income (loss) from discontinued operations, net of income taxes		(67,000	)		334,000		(120.1	)%
Net Income	$	15,130,000		$	3,650,000		314.5	%
Net Income Per Common Share — Basic
Income from continuing operations	$	0.31		$	0.07		342.9	%
Income from discontinued operations		—			0.01		—
	$	0.31		$	0.08		287.5	%
Net Income Per Common Share — Diluted
Income from continuing operations	$	0.30		$	0.06		400.0	%
Income from discontinued operations		—			0.01		—
	$	0.30		$	0.07		328.6	%
Average Common And Common Equivalent Shares
Basic		48,922,000			48,591,000		0.7	%
Diluted		49,901,000			50,100,000		(0.4	)%

	Year Ended October 31,				Increase
	2005		2004		(Decrease)
Revenues
Sales and other income	$	2,586,566,000	$	2,375,149,000		8.9	%
Gain on insurance claim		1,195,000		—		—
Total revenues		2,587,761,000		2,375,149,000		9.0	%
Expenses
Operating expenses and cost of goods sold		2,304,988,000		2,157,637,000		6.8	%
Selling, general and administrative expenses		193,230,000		166,981,000		15.7	%
Intangible amortization		5,673,000		4,519,000		25.5	%
Interest expense		884,000		1,016,000		(13.0	)%
Total expenses		2,504,775,000		2,330,153,000		7.5	%
Income from continuing operations before income taxes		82,986,000		44,996,000		84.4	%
Income taxes		27,910,000		15,352,000		81.8	%
Income from continuing operations		55,076,000		29,644,000		85.8	%
Income from discontinued operations, net of income taxes		166,000		829,000		(80.0	)%
Gain on sale of discontinued operation, net of income taxes		14,221,000		—		—
Net Income	$	69,463,000	$	30,473,000		127.9	%
Net Income Per Common Share — Basic
Income from continuing operations	$	1.12	$	0.61		83.6	%
Income from discontinued operations		—		0.02		—
Gain on sale of discontinued operation		0.29		—		—
	$	1.41	$	0.63		123.8	%
Net Income Per Common Share — Diluted
Income from continuing operations	$	1.09	$	0.59		84.7	%
Income from discontinued operations		—		0.02		—
Gain on sale of discontinued operation		0.29		—		—
	$	1.38	$	0.61		126.2	%
Average Common And Common Equivalent Shares
Basic		49,332,000		48,641,000		1.4	%
Diluted		50,367,000		50,064,000		0.6	%

SALES AND OPERATING PROFIT BY SEGMENT (UNAUDITED)

	Three Months Ended October 31,						Increase
	2005			2004			(Decrease)
Sales and Other Income
Janitorial	$	383,604,000		$	369,426,000			3.8	%
Parking		106,813,000			99,163,000			7.7	%
Security		73,834,000			66,729,000			10.6	%
Engineering		62,737,000			54,741,000			14.6	%
Lighting		31,138,000			29,014,000			7.3	%
Corporate		580,000			721,000			(19.6	)%
	$	658,706,000		$	619,794,000			6.3	%
Operating Profit
Janitorial	$	21,459,000		$	18,908,000			13.5	%
Parking		7,922,000			3,245,000			144.1	%
Security		3,833,000			3,215,000			19.2	%
Engineering		3,873,000			3,405,000			13.7	%
Lighting		1,384,000			1,096,000			26.3	%
Corporate expenses		(13,395,000	)		(25,127,000	)		(46.7	)%
Operating profit from continuing operations		25,076,000			4,742,000			428.8	%
Interest expense		(171,000	)		(270,000	)		(36.7	)%
Income from continuing operations before income taxes	$	24,905,000		$	4,472,000			456.9	%

	Year Ended October 31,						Increase
	2005			2004			(Decrease)
Sales and Other Income
Janitorial	$	1,525,565,000		$	1,442,901,000			5.7	%
Parking		409,886,000			384,547,000			6.6	%
Security		294,299,000			224,715,000			31.0	%
Engineering		238,794,000			209,156,000			14.2	%
Lighting		116,218,000			112,074,000			3.7	%
Corporate		1,804,000			1,756,000			2.7	%
	$	2,586,566,000		$	2,375,149,000			8.9	%
Operating Profit
Janitorial	$	69,254,000		$	60,574,000			14.3	%
Parking		16,837,000			9,514,000			77.0	%
Security		13,589,000			9,002,000			51.0	%
Engineering		14,200,000			12,096,000			17.4	%
Lighting		3,805,000			2,822,000			34.8	%
Corporate expenses		(35,010,000	)		(47,996,000	)		(27.1	)%
Operating profit from continuing operations		82,675,000			46,012,000			79.7	%
Gain on insurance claim		1,195,000			—			—
Interest expense		(884,000	)		(1,016,000	)		(13.0	)%
Income from continuing operations before income taxes	$	82,986,000		$	44,996,000			84.4	%

ABM Industries Incorporated
George B. Sundby
Executive Vice President and
Chief Financial Officer
(415) 733-4000

EX-99.2

EXHIBIT 99.2

ABM INDUSTRIES CONTINUES BEST-EVER QUARTERLY DIVIDEND RATE

SAN FRANCISCO, December 14, 2005 — The Board of Directors of ABM Industries Incorporated (NYSE: ABM) has declared an all-time-high first quarter cash dividend of $0.11 per common share payable on February 6, 2006 to stockholders of record on January 13, 2006. This will be ABM’s 159^th consecutive quarterly cash dividend, and is $0.005 (4.8%) above the $0.105 per share quarterly dividend rate paid for the first quarter of 2005.

     ABM Industries Incorporated is among the largest facility services contractors listed on the New York Stock Exchange. With fiscal 2004 revenues in excess of $2.4 billion and more than 73,000 employees, ABM provides janitorial, parking, security, engineering and lighting services for thousands of commercial, industrial, institutional and retail facilities in hundreds of cities across the United States and British Columbia, Canada. The ABM Family of Services includes ABM Janitorial; Ampco System Parking; ABM Security, which includes American Commercial Security Services (ACSS) and Security Services of America (SSA); ABM Facility Services; ABM Engineering; and Amtech Lighting Services.

# # #

Contact:
ABM Industries, Inc.
George B. Sundby (Executive Vice President & Chief Financial Officer)
415/733-4000 or e-mail gsundby@abm.com