x
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ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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95-2051630
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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ARAMARK Tower
1101 Market Street
Philadelphia, Pennsylvania
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19107
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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TABLE OF CONTENTS
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•
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clients focusing on their core competencies and outsourcing their non-core activities and services;
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•
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clients addressing the need to satisfy customer demand;
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•
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clients facing increasing cost pressures and looking for cost-effective alternatives to self-administered food and support activities;
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•
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an increase in the retail orientation of food service management; and
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•
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continuing client interest in obtaining multiple support services from one supplier.
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•
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quality and breadth of services and management talent;
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•
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service innovation;
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•
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reputation within the industry;
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•
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pricing; and
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•
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financial strength and stability.
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•
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establishing corporate identity and brand awareness—uniforms can help identify employees working for a particular company or department and promote a company’s brand identity;
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•
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projecting a professional image—uniformed employees are perceived as trained, competent and dependable, and uniforms provide a professional image of employees by enhancing the public appearance of those employees and their company;
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•
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protecting workers—uniforms can help protect workers from difficult environments such as heavy soils, heat, flame or chemicals;
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•
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protecting products—uniforms can help protect products against contamination in the food, pharmaceutical, electronics, health care and automotive industries; and
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•
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retaining employees—uniforms can enhance worker morale and help promote teamwork.
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•
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the service of food and alcoholic beverages;
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•
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minimum wage, overtime, wage payment and employment discrimination;
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•
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immigration;
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•
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governmentally funded entitlement programs;
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•
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environmental protection;
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•
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human health and safety;
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•
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customs, import and export control laws;
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•
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minority business enterprise and women owned business enterprise statutes;
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•
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federal motor carrier safety; and
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•
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privacy and customer data security.
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Item 1A.
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Risk Factors
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•
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exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our senior secured credit facilities, our receivables facility and our senior floating rate notes, are at variable rates of interest;
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•
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making it more difficult for us to make payments on our indebtedness;
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•
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increasing our vulnerability to general economic and industry conditions;
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•
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requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;
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•
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restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
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•
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limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and
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•
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limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged.
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•
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incur additional indebtedness, refinance or restructure indebtedness or issue certain preferred shares;
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•
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pay dividends on, repurchase or make distributions in respect of our capital stock, make unscheduled payments on our notes, repurchase or redeem our notes or make other restricted payments;
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•
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make certain investments;
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•
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sell certain assets;
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•
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create liens;
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•
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consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and
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•
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enter into certain transactions with our affiliates.
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Not Applicable.
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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(dollars in millions, except per share
amounts)
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|
Fiscal Year Ended
on or near
September 30
(1)
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||||||||||||||||||
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2012
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2011
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2010
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2009
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2008
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||||||||||
Income Statement Data:
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||||||||||
Sales
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$
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13,505.4
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|
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$
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13,082.4
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$
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12,419.1
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$
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12,138.1
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$
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13,252.1
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Depreciation and amortization
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529.2
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510.5
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502.9
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497.2
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505.7
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|||||
Operating income
(2)
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582.2
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548.2
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477.5
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448.6
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557.5
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|||||
Interest and other financing costs, net
(5)
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401.7
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426.3
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444.5
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472.3
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514.7
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|||||
Income (loss) from continuing operations
(3)
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141.6
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112.9
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32.3
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(0.2
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)
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34.2
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|||||
Net income (loss)
(6)
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141.9
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101.2
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30.7
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(6.9
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)
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39.5
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|||||
Net income (loss) attributable to ARAMARK shareholder
(8)
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138.3
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100.1
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30.7
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(6.9
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)
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39.5
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|||||
Cash dividends per common share
(7)
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—
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(7)
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—
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(7)
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—
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—
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—
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|||||
Ratio of earnings to fixed charges
(4)
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1.3x
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1.2x
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1.0x
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0.9x
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1.1x
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|||||
Balance Sheet Data (at period end):
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||||||||||
Total assets
(9)
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$
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10,476.3
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$
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10,509.6
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$
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10,221.9
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$
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10,326.7
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$
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10,523.4
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Long-term borrowings
(9)
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5,375.8
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5,588.6
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5,350.2
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5,677.7
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5,804.9
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|||||
Equity
(8)
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1,572.5
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1,477.0
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1,397.0
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1,360.4
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1,339.8
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(1)
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Our fiscal year ends on the Friday nearest to September 30th. Fiscal years 2012, 2011, 2010, 2009 and 2008 refer to the fiscal years ended September 28, 2012, September 30, 2011, October 1, 2010, October 2, 2009, and October 3, 2008, respectively. Fiscal 2008 is a 53-week year. All other periods presented are 52-week years.
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(2)
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Fiscal 2012 includes share-based compensation expense of $15.7 million (see Note 10 to the consolidated financial statements). Fiscal 2011 includes share-based compensation expense of $17.3 million. During fiscal 2011, the Company recorded a gain of $7.7 million related to the sale of the Company’s 67% ownership interest in the security business of its Chilean subsidiary (see Note 3 to the consolidated financial statements) and a goodwill and other intangible assets impairment charge of $5.3 million (see Note 4 to the consolidated financial statements). Fiscal 2010 includes share-based compensation expense of $21.3 million. Fiscal 2009 includes share-based compensation expense of $25.4 million. During fiscal 2009, the Company initiated a repositioning effort to reduce the cost structure and address the demand softness in the WearGuard direct marketing business. In addition, the Company reduced its headcount in all the businesses in the Uniform and Career Apparel segment. As a result of these actions, the Company recorded a total charge of approximately $34.2 million during fiscal 2009. Fiscal 2008 includes share-based compensation expense of $11.8 million which included a reversal of approximately $13.3 million of share-based compensation expense during the fourth quarter of fiscal 2008 related to expense previously recognized for Performance-Based Options.
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(3)
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During fiscal 2011, the Company recorded a favorable income tax adjustment of approximately $17.0 million related to the remeasurement of an uncertain tax position.
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(4)
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For the purpose of determining the ratio of earnings to fixed charges, earnings include pre-tax income from continuing operations plus fixed charges (excluding capitalized interest). Fixed charges consist of interest on all indebtedness (including capitalized interest) plus that portion of operating lease rentals representative of the interest factor (deemed to be one-third of operating lease rentals).
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(5)
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Interest and Other Financing Costs, net, for
fiscal
2012
includes
$11.1 million
of third-party costs related to the amendment of the senior secured credit agreement (see Note 5 to the consolidated financial statements) and the amendment of the Company's Canadian subsidiary cross currency swap (see Note 6 to the consolidated financial statements). During fiscal 2011, the Company recorded interest income of $14.1 million related to favorable non-income tax settlements in the U.K.
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(6)
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On September 30, 2011, the Company completed the sale of its wholly-owned subsidiary, Galls, for approximately $75.0 million in cash. The transaction resulted in a pretax loss of approximately $1.5 million (after-tax loss of approximately $12.0 million). Galls is accounted for as a discontinued operation in the accompanying consolidated statement of income. Galls’ results of operations have been removed from the Company’s results of continuing operations for all periods presented (see Note 2 to the consolidated financial statements).
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(7)
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During
fiscal
2012
, the Company advanced approximately
$53.7 million
to the Parent Company, which was used to pay the interest on the Parent Company Notes. Subsequently, the advance was reduced by approximately
$30.1 million
attributable to the tax benefit related to interest on the Parent Company Notes. Finally, $23.6 million was dividended by the Company to the Parent Company in order to pay down the remainder of the advance. During the third quarter of fiscal 2011, the Parent Company used the net proceeds from the offering of the Parent Company Notes, along with $132.7 million in borrowings by the Company under the revolving credit facility, which were paid as dividends to the Parent Company ($132,700 per share), for the Parent Company to pay an approximately $711 million cash dividend ($3.50 per share) to the Parent Company’s shareholders (see Note 18 to the consolidated financial statements).
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(8)
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On October 3, 2011, ARAMARK Refreshment Services, LLC, a subsidiary of the Company, purchased all of the outstanding shares of capital stock of Van Houtte USA Holdings, Inc. (doing business as “Filterfresh”). As part of the acquisition of Filterfresh, the Company acquired a subsidiary with a redeemable noncontrolling interest. During the third quarter of fiscal 2011, the Company sold a noncontrolling ownership interest in Seamless North America, LLC, an online and mobile food ordering service, for consideration of $50.0 million in cash. Net income attributable to the noncontrolling interest in fiscal 2012 and fiscal 2011 was $3.6 million and $1.1 million, respectively (See Notes 3 and 17 to the consolidated financial statements).
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(9)
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In the first quarter of fiscal 2011, the Company adopted the new authoritative accounting guidance regarding transfers of financial assets. The impact upon adoption resulted in the recognition of both the receivables securitized under the program and the borrowings they collateralize on the Consolidated Balance Sheet, which led to a $220.9 million increase in “Receivables” and “Long-Term Borrowings.” At September 28, 2012 and September 30, 2011, the amount of outstanding borrowings under the Receivables Facility was $263.8 million and $225.9 million, respectively, and is included in “Long-Term Borrowings.”
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Item 7.
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|
•
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The intended use of assets and the expected future cash flows resulting directly from such use;
|
•
|
Comparable market valuations of businesses similar to ARAMARK’s business segments;
|
•
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Industry specific economic conditions;
|
•
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Competitor activities and regulatory initiatives; and
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•
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Client and customer preferences and behavior patterns.
|
•
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Interpretation of contractual rights and obligations;
|
•
|
The status of government regulatory initiatives, interpretations and investigations;
|
•
|
The status of settlement negotiations;
|
•
|
Prior experience with similar types of claims;
|
•
|
Whether there is available insurance; and
|
•
|
Advice of counsel.
|
•
|
Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets
|
•
|
Level 2—inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument
|
•
|
Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement
|
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|||||||||||||||
|
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
|||||||||||||||
Sales by Segment
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||
Food and Support Services – North America
|
|
$
|
9,413.2
|
|
|
70
|
%
|
|
$
|
9,019.0
|
|
|
69
|
%
|
|
$
|
8,654.7
|
|
|
70
|
%
|
Food and Support Services – International
|
|
2,729.5
|
|
|
20
|
%
|
|
2,723.3
|
|
|
21
|
%
|
|
2,437.7
|
|
|
20
|
%
|
|||
Uniform and Career Apparel
|
|
1,362.7
|
|
|
10
|
%
|
|
1,340.1
|
|
|
10
|
%
|
|
1,326.7
|
|
|
10
|
%
|
|||
|
|
$
|
13,505.4
|
|
|
100
|
%
|
|
$
|
13,082.4
|
|
|
100
|
%
|
|
$
|
12,419.1
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|||||||||||||||
|
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
|||||||||||||||
Operating Income by Segment
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||
Food and Support Services – North America
|
|
$
|
425.6
|
|
|
73
|
%
|
|
$
|
400.5
|
|
|
73
|
%
|
|
$
|
350.6
|
|
|
73
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%
|
Food and Support Services – International
|
|
89.9
|
|
|
15
|
%
|
|
79.9
|
|
|
15
|
%
|
|
75.3
|
|
|
16
|
%
|
|||
Uniform and Career Apparel
|
|
118.1
|
|
|
21
|
%
|
|
117.3
|
|
|
21
|
%
|
|
102.7
|
|
|
22
|
%
|
|||
|
|
633.6
|
|
|
109
|
%
|
|
597.7
|
|
|
109
|
%
|
|
528.6
|
|
|
111
|
%
|
|||
Corporate
|
|
(51.4
|
)
|
|
-9
|
%
|
|
(49.5
|
)
|
|
-9
|
%
|
|
(51.1
|
)
|
|
-11
|
%
|
|||
|
|
$
|
582.2
|
|
|
100
|
%
|
|
$
|
548.2
|
|
|
100
|
%
|
|
$
|
477.5
|
|
|
100
|
%
|
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
|
|
|
|||||||
Sales by Segment
|
|
September 28, 2012
|
|
September 30, 2011
|
|
$
|
|
%
|
|||||||
|
|
||||||||||||||
Food and Support Services – North America
|
|
$
|
9,413.2
|
|
|
$
|
9,019.0
|
|
|
$
|
394.2
|
|
|
4
|
%
|
Food and Support Services – International
|
|
2,729.5
|
|
|
2,723.3
|
|
|
6.2
|
|
|
—
|
%
|
|||
Uniform and Career Apparel
|
|
1,362.7
|
|
|
1,340.1
|
|
|
22.6
|
|
|
2
|
%
|
|||
|
|
$
|
13,505.4
|
|
|
$
|
13,082.4
|
|
|
$
|
423.0
|
|
|
3
|
%
|
|
|
|
|||||||||||||
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
|
|||||||||
Operating Income by Segment
|
|
September 28, 2012
|
|
September 30, 2011
|
|
$
|
|
%
|
|||||||
|
|
||||||||||||||
Food and Support Services – North America
|
|
$
|
425.6
|
|
|
$
|
400.5
|
|
|
$
|
25.1
|
|
|
6
|
%
|
Food and Support Services – International
|
|
89.9
|
|
|
79.9
|
|
|
10.0
|
|
|
13
|
%
|
|||
Uniform and Career Apparel
|
|
118.1
|
|
|
117.3
|
|
|
0.8
|
|
|
1
|
%
|
|||
Corporate
|
|
(51.4
|
)
|
|
(49.5
|
)
|
|
(1.9
|
)
|
|
4
|
%
|
|||
|
|
$
|
582.2
|
|
|
$
|
548.2
|
|
|
$
|
34.0
|
|
|
6
|
%
|
Sales by Segment
|
|
Fiscal Year
Ended
September 30,
2011
|
|
Fiscal Year
Ended
October 1,
2010
|
|
$
|
|
%
|
|||||||
Food and Support Services—North America
|
|
$
|
9,019.0
|
|
|
$
|
8,654.7
|
|
|
$
|
364.3
|
|
|
4
|
%
|
Food and Support Services—International
|
|
2,723.3
|
|
|
2,437.7
|
|
|
285.6
|
|
|
12
|
%
|
|||
Uniform and Career Apparel
|
|
1,340.1
|
|
|
1,326.7
|
|
|
13.4
|
|
|
1
|
%
|
|||
|
|
$
|
13,082.4
|
|
|
$
|
12,419.1
|
|
|
$
|
663.3
|
|
|
5
|
%
|
Operating Income by Segment
|
|
Fiscal Year
Ended
September 30,
2011
|
|
Fiscal Year
Ended
October 1,
2010
|
|
$
|
|
%
|
|||||||
Food and Support Services—North America
|
|
$
|
400.5
|
|
|
$
|
350.6
|
|
|
$
|
49.9
|
|
|
14
|
%
|
Food and Support Services—International
|
|
79.9
|
|
|
75.3
|
|
|
4.6
|
|
|
6
|
%
|
|||
Uniform and Career Apparel
|
|
117.3
|
|
|
102.7
|
|
|
14.6
|
|
|
14
|
%
|
|||
Corporate
|
|
(49.5
|
)
|
|
(51.1
|
)
|
|
1.6
|
|
|
-3
|
%
|
|||
|
|
$
|
548.2
|
|
|
$
|
477.5
|
|
|
$
|
70.7
|
|
|
15
|
%
|
•
|
Increase in the total of net income and noncash charges
|
$
|
13.3
|
|
•
|
Impact of accounting change related to accounts receivable securitization
|
220.9
|
|
|
•
|
Decreased working capital requirements
|
158.8
|
|
|
•
|
Other, net
|
47.8
|
|
|
|
|
$
|
440.8
|
|
(dollars in millions)
|
|
Three Months
Ended September 28, 2012 |
|
Three Months
Ended June 29, 2012 |
|
Three Months
Ended March 30, 2012 |
|
Three Months
Ended December 30, 2011 |
|
Twelve Months
Ended September 28, 2012 |
||||||||||
Net income attributable to ARAMARK shareholder
|
|
$
|
67.1
|
|
|
$
|
22.6
|
|
|
$
|
9.9
|
|
|
$
|
38.7
|
|
|
$
|
138.3
|
|
Interest and other financing costs, net
|
|
86.6
|
|
|
87.8
|
|
|
118.5
|
|
|
108.8
|
|
|
401.7
|
|
|||||
Provision for income taxes
|
|
11.4
|
|
|
4.3
|
|
|
4.2
|
|
|
18.9
|
|
|
38.8
|
|
|||||
Depreciation and amortization
|
|
133.2
|
|
|
132.4
|
|
|
131.7
|
|
|
131.9
|
|
|
529.2
|
|
|||||
EBITDA
|
|
298.3
|
|
|
247.1
|
|
|
264.3
|
|
|
298.3
|
|
|
1,108.0
|
|
|||||
Share-based compensation expense
(1)
|
|
3.1
|
|
|
1.0
|
|
|
5.7
|
|
|
5.9
|
|
|
15.7
|
|
|||||
Unusual or non-recurring (gains)/losses
(2)
|
|
(6.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.7
|
)
|
|||||
Pro forma EBITDA for equity method investees
(3)
|
|
5.2
|
|
|
6.5
|
|
|
6.3
|
|
|
8.0
|
|
|
26.0
|
|
|||||
Pro forma EBITDA for certain transactions
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||||
Seamless North America, LLC EBITDA
(5)
|
|
(5.7
|
)
|
|
(3.6
|
)
|
|
(5.3
|
)
|
|
(2.9
|
)
|
|
(17.5
|
)
|
|||||
Other
(6)
|
|
1.3
|
|
|
0.4
|
|
|
1.1
|
|
|
7.5
|
|
|
10.3
|
|
|||||
Adjusted EBITDA
|
|
$
|
295.5
|
|
|
$
|
251.4
|
|
|
$
|
272.1
|
|
|
$
|
316.7
|
|
|
$
|
1,135.7
|
|
(1)
|
Represents share-based compensation expense resulting from the application of accounting for stock options, Installment
|
(2)
|
The Company recognized other income related to the recovery of our investment (possessory interest) at one of our NPS sites which was terminated in the current year.
|
(3)
|
Represents our estimated share of EBITDA from our AIM Services Co., Ltd. equity method investment not already reflected in our EBITDA. EBITDA for this equity method investee is calculated in a manner consistent with consolidated EBITDA but does not represent cash distributions received from this investee.
|
(4)
|
Represents the annualizing of estimated EBITDA from acquisitions and divestitures made during the period.
|
(5)
|
During the third quarter of fiscal 2011, the Company sold a noncontrolling ownership interest in Seamless North America, LLC. The terms of the sale agreement stipulated that Seamless North America, LLC cease to qualify as a Restricted Subsidiary under the senior secured credit agreement, and as a result, its EBITDA for all periods presented must be excluded from the Company’s consolidated Adjusted EBITDA.
|
(6)
|
Other includes certain other miscellaneous items (The three months ended September 28, 2012 includes a gain of approximately $1.6 million resulting from the change in fair value on gasoline and diesel contracts. The three months ended June 29, 2012 includes a gain of approximately $3.5 million for proceeds received related to the Masterplan indemnity claims and a loss of approximately $2.2 million resulting from the change in fair value on gasoline and diesel contracts. The three months ended December 30, 2011 includes approximately $6.7 million of severance and other related costs incurred by the Company).
|
|
Covenant
Requirements |
|
Actual
Ratios |
Maximum Consolidated Secured Debt Ratio (1)
|
4.50x
|
|
3.11x
|
Interest Coverage Ratio (Fixed Charge Coverage Ratio) (2)
|
2.00x
|
|
2.97x
|
(1)
|
Our senior secured credit agreement requires us to maintain a maximum Consolidated Secured Debt Ratio, defined as consolidated total indebtedness secured by a lien to Adjusted EBITDA, of 5.875x, being reduced over time to 4.25x by the end of 2013. Consolidated total indebtedness secured by a lien is defined in the senior secured credit agreement as total indebtedness outstanding under the senior secured credit agreement, capital leases, advances under the Receivables Facility and any other indebtedness secured by a lien reduced by the lesser of the amount of cash and cash equivalents on our balance sheet that is free and clear of any lien and $75 million. Non-compliance with the maximum Consolidated Secured Debt Ratio could result in the requirement to immediately repay all amounts outstanding under such agreement, which, if the Company’s revolving credit facility lenders failed to waive any such default, would also constitute a default under our indenture.
|
(2)
|
Our senior secured credit agreement establishes an incurrence-based minimum Interest Coverage Ratio, defined as Adjusted EBITDA to consolidated interest expense, the achievement of which is a condition for us to incur additional indebtedness and to make certain restricted payments. If we do not maintain this minimum Interest Coverage Ratio calculated on a pro forma basis for any such additional indebtedness or restricted payments, we could be prohibited from being able to incur additional indebtedness, other than the additional funding provided for under the senior secured credit agreement and pursuant to specified exceptions, and make certain restricted payments, other than pursuant to certain exceptions. The minimum Interest Coverage Ratio is 2.00x for the term of the senior secured credit agreement. Consolidated interest expense is defined in the senior secured credit agreement as consolidated interest expense excluding interest income, adjusted for acquisitions and dispositions, further adjusted for certain non-cash or nonrecurring interest expense and our estimated share of interest expense from one equity method investee. The indenture includes a similar requirement which is referred to as a Fixed Charge Coverage Ratio.
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations as of September 28, 2012
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Long-term borrowings
(1)
|
|
$
|
5,363,697
|
|
|
$
|
26,187
|
|
|
$
|
2,743,119
|
|
|
$
|
2,594,391
|
|
|
$
|
—
|
|
Capital lease obligations
|
|
49,584
|
|
|
11,275
|
|
|
21,441
|
|
|
10,571
|
|
|
6,297
|
|
|||||
Estimated interest payments
(2)
|
|
737,300
|
|
|
266,200
|
|
|
386,700
|
|
|
84,400
|
|
|
—
|
|
|||||
Operating leases
|
|
583,068
|
|
|
205,009
|
|
|
163,898
|
|
|
112,137
|
|
|
102,024
|
|
|||||
Purchase obligations
(3)
|
|
254,593
|
|
|
135,277
|
|
|
74,900
|
|
|
10,607
|
|
|
33,809
|
|
|||||
Other long-term liabilities reflected on the balance sheet
(4)
|
|
261,500
|
|
|
7,200
|
|
|
9,700
|
|
|
5,300
|
|
|
239,300
|
|
|||||
|
|
$
|
7,249,742
|
|
|
$
|
651,148
|
|
|
$
|
3,399,758
|
|
|
$
|
2,817,406
|
|
|
$
|
381,430
|
|
|
|
|
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||
Other Commercial Commitments as of
September 28, 2012
|
|
Total
Amounts
Committed
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Letters of credit
|
|
$
|
181,729
|
|
|
$
|
181,729
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Guarantees
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
$
|
181,729
|
|
|
$
|
181,729
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Presumes repayment of the $1.28 billion of 8.5% senior notes due 2015 and $500 million of senior floating rate notes due 2015 by October 31, 2014 and the extended $2.6 billion U.S. and non-U.S. denominated term loan on July 26, 2016 (see Note 5 to the consolidated financial statements).
|
(2)
|
These amounts represent future interest payments related to our existing debt obligations based on fixed and variable interest rates specified in the associated debt agreements. Payments related to variable debt are based on applicable rates at September 28, 2012 plus the specified margin in the associated debt agreements for each period presented. The amounts provided relate only to existing debt obligations and do not assume the refinancing or replacement of such debt. The average debt balance for each fiscal year from 2013 through 2016 is $5,078,300, $4,635,500, $3,202,700, and $2,155,200, respectively. The average interest rate (after giving effect to interest rate swaps) for each fiscal year from 2013 through 2016 is 5.24%, 5.20%, 4.47% and 3.72%, respectively. Refer to Note 5 to the consolidated financial statements for the terms and maturities of existing debt obligations.
|
(3)
|
Represents commitments for capital projects and client contract investments to help finance improvements or renovations at the facilities from which the Company operates.
|
(4)
|
Includes certain unfunded employee retirement obligations.
|
Item 7A.
|
Quantitative and Qualitative Disclosure About Market Risk
|
|
|
Expected Fiscal Year of Maturity
|
|
|
|
|
||||||||||||||||||||||||||
As of September 28, 2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
|
|
(US$ equivalent in millions)
|
||||||||||||||||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
|
$
|
11
|
|
|
$
|
13
|
|
|
$
|
1,288
|
|
(a)
|
$
|
6
|
|
|
$
|
5
|
|
|
$
|
6
|
|
|
$
|
1,329
|
|
|
$
|
1,358
|
|
Average interest rate
|
|
5.0
|
%
|
|
5.0
|
%
|
|
8.5
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
|
8.4
|
%
|
|
|
|||||||||
Variable rate
|
|
$
|
26
|
|
|
$
|
670
|
|
(b)
|
$
|
794
|
|
(b)(c)(d)
|
$
|
2,594
|
|
(b)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,084
|
|
|
$
|
4,083
|
|
Average interest rate
|
|
7.5
|
%
|
|
2.3
|
%
|
|
3.2
|
%
|
|
3.5
|
%
|
|
—
|
|
|
—
|
|
|
3.3
|
%
|
|
|
|||||||||
Interest Rate Swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Receive variable/pay fixed
|
|
|
|
$
|
585
|
|
|
|
|
$
|
575
|
|
|
|
|
|
|
|
|
$
|
(92
|
)
|
||||||||||
Average pay rate
|
|
|
|
3.5
|
%
|
|
|
|
2.8
|
%
|
|
|
|
|
|
|
|
|
||||||||||||||
Average receive rate
|
|
|
|
0.4
|
%
|
|
|
|
0.4
|
%
|
|
|
|
|
|
|
|
|
(a)
|
Balance includes $1,280 million of senior notes callable by us at any time with any applicable prepayment penalty.
|
(b)
|
Balance includes $20 million for fiscal 2014, $26 million for fiscal 2015 and $2,590 million for fiscal 2016 of extended senior secured term loan facilities callable by us at any time and $6 million for fiscal 2013 and $645 million for fiscal 2014 of un-extended senior secured term loan facilities callable by us any time.
|
(c)
|
Balance includes $264 million of borrowings under the Receivables Facility.
|
(d)
|
Balance includes $500 million of senior notes callable by us at any time with any applicable prepayment penalty.
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Name
|
|
Age
|
|
Position
|
|
Director/Executive Officer
Since
|
Joseph Neubauer
|
|
71
|
|
Chairman of the Board and Director
|
|
1979
|
Eric J. Foss
|
|
54
|
|
Chief Executive Officer and President and Director
|
|
2012
|
Lynn B. McKee
|
|
57
|
|
Executive Vice President, Human Resources and Communications
|
|
2004
|
Joseph Munnelly
|
|
48
|
|
Senior Vice President, Controller and Chief Accounting Officer
|
|
2008
|
Stephen Reynolds
|
|
54
|
|
Executive Vice President, General Counsel and Secretary
|
|
2012
|
L. Frederick Sutherland
|
|
60
|
|
Executive Vice President, Chief Financial Officer and Director
|
|
1983
|
Karen A. Wallace
|
|
46
|
|
Vice President and Treasurer
|
|
2012
|
Item 11.
|
Executive Compensation
|
•
|
Joseph Neubauer, our Chairman and former Chief Executive Officer
|
•
|
Eric J. Foss, our Chief Executive Officer and President
|
•
|
L. Frederick Sutherland, our Executive Vice President and Chief Financial Officer
|
•
|
Lynn B. McKee, our Executive Vice President, Human Resources and Communications
|
•
|
Joseph Munnelly, our Senior Vice President, Controller and Chief Accounting Officer
|
•
|
Karen A. Wallace, our Vice President and Treasurer
|
•
|
an annual base salary of $1,350,000 until December 2012, subject to periodic review by the compensation committee;
|
•
|
a guaranteed bonus of $1,012,500 for fiscal 2012, which is equal to his target bonus, prorated for six months;
|
•
|
a target bonus for fiscal 2013 that will be equal to 150% of his annual base salary;
|
•
|
a one-time signing bonus of $500,000 that was intended to cover commuting and relocation expenses;
|
•
|
eligibility to participate in all retirement, welfare and perquisite programs applicable to senior executives of the Company at benefit levels applicable to senior executives;
|
•
|
a $2,000 per month car allowance;
|
•
|
an installment stock purchase opportunity, or ISPO, to purchase 500,000 shares of Holdings common stock;
|
•
|
a nonqualified stock option to purchase 1,450,000 shares of Holdings common stock;
|
•
|
severance arrangements if we terminate Mr. Foss without cause or if he resigns for good reason (as defined in his employment letter agreement);
|
•
|
a commitment that Mr. Foss will receive an equity grant in June 2013 in accordance with the 75th percentile target
|
•
|
The investment in Holdings common stock generally is illiquid while our named executive officers remain employed by us. If one of our named executive officers or other executives were to voluntarily terminate his or her employment with us, Holdings can compel the executive to sell that executive’s stock back to Holdings for a price equal to the fair market value at the time of that sale (fair market value of the common stock will be the most recent quarterly appraisal value). Holdings does not have this right with respect to the executive officers' original investment shares (which is the common stock they purchased as part of their original buy in, rather than as a result of an option exercise) or shares acquired upon exercise of an ISPO until one year after termination of employment. Holdings can pay for the stock in whole or in part with cash or a note with a term of up to three years, except in the case of death, disability, retirement or involuntary termination, when it must pay cash. Similarly, the executive can require Holdings to repurchase his or her shares, subject to an overall dollar amount limitation for all such purchases, for consideration of cash or a note except in the case of death, disability or retirement, when Holdings must pay cash. Holdings also has a Hardship Stock Repurchase Policy, which provides that an executive may request that Holdings repurchase all or some of the shares owned by him or her in the event of an unforeseeable emergency, which would include events such as a severe financial hardship resulting from an illness or accident, loss of property due to casualty or other similar extraordinary and unforeseeable circumstances. Holdings also has a Limited Liquidity Program that permits eligible employees to obtain limited liquidity with respect to their Holdings stock for cash needs. Under the program, non-management committee employees may sell shares back to Holdings twice each year. A maximum of the lesser of ten percent of a participant’s shares or shares with a value of $100,000 may be sold twice in a three-year period by each participant. Only original investment shares or shares purchased through the exercise of an ISPO are eligible for the program, and participants may only sell up to one-third of their total holdings of original investment shares and ISPO shares through this program.
|
•
|
One-half of all stock options granted (other than ISPOs) have a time-based vesting schedule and vest over a four-year period, provided that the employee continues to be employed by us. The other half of the stock options other than ISPOs are performance-based and require that we achieve specified financial targets before those stock options will vest. Each ISPO award is divided into 5 installments that vest over a period of between four and five years. See “Components of Executive Compensation—Equity Incentives.”
|
•
|
Attraction and Retention—to enable us to recruit and retain the best performers;
|
•
|
Company and Individual Performance—to provide compensation levels consistent with the executive’s level of contribution and degree of accountability; and
|
•
|
Alignment and Stockholder Value Creation—to use performance measures consistent with our goals and to include a significant portion of incentive compensation to motivate business results and strengthen the connection between the long-term interests of our executives and the interests of stockholders by encouraging each executive to maintain a significant ownership interest in Holdings.
|
|
|
Business Performance
(Percentage of Target Performance)
|
|
Payout
(Percentage of Target Payout)
|
||||||||||||||
Measure
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
||||||
EBIT (25%)
|
|
87.5
|
%
|
|
100
|
%
|
|
110
|
%
|
|
25
|
%
|
|
100
|
%
|
|
200
|
%
|
Sales (25%)
|
|
90
|
%
|
|
100
|
%
|
|
110
|
%
|
|
25
|
%
|
|
100
|
%
|
|
200
|
%
|
Managed Cash Flow (20%)
|
|
87.5
|
%
|
|
100
|
%
|
|
110
|
%
|
|
25
|
%
|
|
100
|
%
|
|
150
|
%
|
Individual Objectives (15%)
|
|
—
|
%
|
|
100
|
%
|
|
150
|
%
|
|
—
|
%
|
|
100
|
%
|
|
150
|
%
|
Training (7.5%)
|
|
10
|
%
|
|
6
|
%
|
|
3
|
%
|
|
25
|
%
|
|
100
|
%
|
|
150
|
%
|
Employee Engagement (7.5%)
|
|
3.25
|
%
|
|
3.75
|
%
|
|
4.25
|
%
|
|
25
|
%
|
|
100
|
%
|
|
150
|
%
|
•
|
our compensation programs are well aligned with sound compensation design principles;
|
•
|
our Bonus Plan and the Management Incentive Bonus Plan utilize several financial performance measures at the corporate level, which cannot be easily manipulated by any one individual;
|
•
|
none of our individual business areas pose a significant business risk to the overall enterprise;
|
•
|
illiquid equity positions in Holdings ensure a long-term focus by our executives on our growth and long-term viability; and
|
•
|
equity compensation constitutes a meaningful portion of pay for most senior executives and focuses them on enhancing long-term stockholder value over a multi-year period.
|
Name and Principal Position
|
|
Year
|
|
Salary
(1)
|
|
Bonus
(2)
|
|
Option
Awards
(3)
|
|
Non-Equity
Incentive Plan
Compensation
|
|
Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
(4)
|
|
All Other
Compensation
(5)
|
|
Total
|
|||||||
|
|
|
|
|
|
|
|
(all amounts in dollars)
|
|
|
|
|
|||||||||||
Joseph Neubauer
|
|
2012
|
|
1,375,000
|
|
|
2,100,000
|
|
|
—
|
|
|
—
|
|
|
2,198,736
|
|
|
388,092
|
|
|
6,061,828
|
|
Chairman and former Chief Executive Officer
|
|
2011
|
|
1,300,000
|
|
|
2,500,000
|
|
|
1,824,000
|
|
|
—
|
|
|
1,497,083
|
|
|
258,437
|
|
|
7,379,520
|
|
2010
|
|
1,300,000
|
|
|
2,100,000
|
|
|
2,006,500
|
|
|
—
|
|
|
1,404,705
|
|
|
202,194
|
|
|
7,013,399
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Eric J. Foss
|
|
2012
|
|
545,192
|
|
|
1,512,500
|
|
|
5,658,563
|
|
|
—
|
|
|
—
|
|
|
339,240
|
|
|
8,055,495
|
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
L. Frederick Sutherland
|
|
2012
|
|
787,500
|
|
|
625,000
|
|
|
111,875
|
|
|
—
|
|
|
16,655
|
|
|
57,661
|
|
|
1,598,691
|
|
EVP and Chief Financial Officer
|
|
2011
|
|
750,000
|
|
|
650,000
|
|
|
816,925
|
|
|
—
|
|
|
15,385
|
|
|
51,273
|
|
|
2,283,583
|
|
2010
|
|
750,000
|
|
|
600,000
|
|
|
1,324,543
|
|
|
—
|
|
|
14,113
|
|
|
55,023
|
|
|
2,743,679
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Lynn B. McKee
|
|
2012
|
|
616,250
|
|
|
460,000
|
|
|
111,875
|
|
|
—
|
|
|
9,189
|
|
|
36,436
|
|
|
1,233,750
|
|
EVP, Human Resources and Communications
|
|
2011
|
|
590,000
|
|
|
500,000
|
|
|
816,925
|
|
|
—
|
|
|
8,389
|
|
|
40,392
|
|
|
1,955,706
|
|
2010
|
|
586,538
|
|
|
450,000
|
|
|
969,096
|
|
|
—
|
|
|
7,599
|
|
|
44,805
|
|
|
2,058,038
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Joseph M. Munnelly
|
|
2012
|
|
359,250
|
|
|
—
|
|
|
137,625
|
|
|
174,000
|
|
|
674
|
|
|
39,531
|
|
|
711,080
|
|
SVP, Controller and Chief Accounting Officer
|
|
2011
|
|
351,750
|
|
|
—
|
|
|
—
|
|
|
190,000
|
|
|
433
|
|
|
37,208
|
|
|
579,391
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Karen A. Wallace
|
|
2012
|
|
223,462
|
|
|
—
|
|
|
22,020
|
|
|
73,000
|
|
|
896
|
|
|
25,637
|
|
|
345,015
|
|
Vice President and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Messrs. Neubauer, Sutherland and Munnelly and Ms. McKee and Ms. Wallace deferred a portion of their salaries for the years presented under the 2007 Savings Incentive Retirement Plan. These amounts for fiscal 2012 are reflected in the Non-Qualified Deferred Compensation Table for Fiscal Year 2012 on page 66 and in this column.
|
(2)
|
Mr. Foss' bonus amount includes a signing bonus of $500,000, which was intended to cover relocation and commuting expenses, as well as $1,012,500, which is his target bonus, prorated for six months.
|
(3)
|
This column represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 with respect to the 2012, 2011 and 2010 fiscal years for the stock options granted to each of the named executive officers in 2012, 2011 and 2010, respectively. The grant date fair value for performance-based stock options granted in fiscal 2012 reflects the value attributable only to those options whose vesting is based on 2012 targets (also includes performance-based stock options granted in 2011, whose vesting is subject to the 2012 EBIT target, which was set in November 2011), as targets for later years had not been determined. As future targets are determined in future years, additional grant date fair value will be reflected in the years in which such targets are set. See “Grants of Plan Based Awards for Fiscal Year 2012” for additional information on stock options granted or deemed granted in 2012. For additional information on the valuation assumptions and more discussion with respect to the stock options, refer to Note 10 to the consolidated financial statements contained in this Annual Report.
|
(4)
|
Includes amounts earned on deferred compensation in excess of 120% of the applicable federal rate, based upon the above-market return at the time the rate basis was set. The amounts attributable to Mr. Neubauer’s above-market earnings on deferred compensation were $52,943 in 2012, $49,382 in 2011, and $45,518 in 2010. Also includes, for Mr. Neubauer, $2,145,793 in 2012, $1,447,701 in 2011 and $1,359,187 in 2010, which are the aggregate changes in the actuarial present value of his supplemental executive retirement benefit for such years. See “Employment Agreements and Change of Control Arrangements” on page 61 and “Pension Benefits for Fiscal Year 2012” on page 65.
|
(5)
|
The following are included in this column for 2012:
|
a.
|
The aggregate incremental cost to us of the following perquisites: car allowance payments or the cost to us of
|
b.
|
With regard to Mr. Neubauer, $93,713 for Mr. Neubauer’s personal use of the Company aircraft. With regard to Mr. Foss, $144,218 for Mr. Foss' personal use of the Company aircraft, $94,362 for relocation expenses incurred by Mr. Foss and paid under our relocation program or reimbursed to Mr. Foss (including a tax gross up of $38,663 as provided for in the program) and $48,143 for legal expenses we paid on behalf of Mr. Foss in connection with the negotiation of his employment arrangements with us. The calculation of incremental cost for personal use of Company aircraft includes the variable costs incurred as a result of personal flight activity: a portion of ongoing maintenance and repairs, landing fees, aircraft fuel, telephone communications and any travel expenses for the flight crew.
|
c.
|
With respect to each individual listed in the table other than Mr. Foss, the amount of Company matching contributions to the Savings Incentive Retirement Plan for fiscal 2012 ($10,200 for Messrs. Neubauer, Sutherland and Munnelly and Ms. McKee and $8,003 for Ms. Wallace).
|
d.
|
Premium payments for term life insurance or the Survivor Income Protection Plan as follows: for Mr. Neubauer, $244,090, for Mr. Foss, $686, for Mr. Sutherland, $23,427, for Ms. McKee, $5,121, for Mr. Munnelly, $1,659 and for Ms. Wallace, $830.
|
|
|
Grant
Date
|
|
Estimated Future Payouts under Non-Equity
Incentive Plan Awards
(1)
|
|
Estimated Future Payouts under Equity
Incentive Plan Awards
|
|
All Other Option
Awards:
Number of
Securities
Underlying
Options
|
|
Exercise
or Base Price
of Option
Awards
(3)
($/sh)
|
|
Grant Date
Fair Value
of Stock and
Option
Awards
(4)
|
|
||||||||||||||||||
Threshold
($)
|
|
Target
($)
|
|
Max
($)
|
|
Threshold
(#)
|
|
Target
(2)(#)
|
|
Max
(#)
|
|
|
|||||||||||||||||||
Neubauer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foss
|
|
6/6/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
(5)
|
$
|
14.96
|
|
|
$
|
1,430,000
|
|
|
|||||
|
|
6/6/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
725,000
|
|
(6)
|
$
|
14.96
|
|
|
$
|
3,443,750
|
|
|
|||||
|
|
6/6/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
181,250
|
|
(7)
|
$
|
14.96
|
|
|
$
|
784,813
|
|
(8)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sutherland
|
|
11/15/2011
|
|
|
|
|
|
|
|
|
|
31,250
|
|
|
31,250
|
|
|
|
|
$
|
12.69
|
|
|
$
|
111,875
|
|
(8)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
McKee
|
|
11/15/2011
|
|
|
|
|
|
|
|
|
|
31,250
|
|
|
31,250
|
|
|
|
|
$
|
12.69
|
|
|
$
|
111,875
|
|
(8)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Munnelly
|
|
12/7/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
(6)
|
$
|
13.82
|
|
|
$
|
112,250
|
|
|
|||||
|
|
12/7/2011
|
|
|
|
|
|
|
|
|
|
6,250
|
|
|
6,250
|
|
|
|
|
$
|
13.82
|
|
|
$
|
25,375
|
|
(8)
|
||||
|
|
11/15/2011
|
|
38,092
|
|
|
178,000
|
|
|
311,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Wallace
|
|
12/7/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000
|
|
(6)
|
$
|
13.82
|
|
|
$
|
17,960
|
|
|
|||||
|
|
12/7/2011
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
1,000
|
|
|
|
|
$
|
13.82
|
|
|
$
|
4,060
|
|
(8)
|
||||
|
|
11/15/2011
|
|
16,193
|
|
|
75,667
|
|
|
132,417
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The amounts represent the threshold, target, and maximum payouts under our Management Incentive Bonus Plan for the October 1, 2011 - September 28, 2012 performance period. The payment for threshold performance is 25% of target on all
|
(2)
|
Named executive officers may receive all or less than all of the target amount of performance-based options when certain events occur, including the achievement of certain percentage returns by our sponsors. See the discussion under “Performance-Based Stock Options” below. Consists of shares underlying options granted that vest in 25% increments on each of the first four anniversaries of the date of grant and upon the attainment of certain EBIT targets that are established by the compensation committee within the first ninety days of each fiscal year and described in the Compensation Discussion and Analysis and the narrative to the table. These stock options will expire ten years from the date of grant. The EBIT targets associated with the grants of performance-based options are listed below under "Performance Based Stock Options."
|
(3)
|
The exercise price of the options reported in the table is the most recent appraisal price of a share of Holdings common stock on the original date of grant.
|
(4)
|
This column shows the full grant date fair value of stock options granted or deemed granted to our named executive officers in fiscal 2012 under FASB ASC Topic 718. No restricted stock was granted in fiscal 2012. Options deemed granted on November 15, 2011 are those previously granted performance-based options whose vesting is subject to the achievement of the 2012 EBIT target set by the compensation committee on November 15, 2011. For additional information on the valuation assumptions, refer to Note 10 to the consolidated financial statements. These amounts do not correspond to the actual value that will be received by the named executive officers.
|
(5)
|
These stock options are installment stock purchase opportunities that are divided into 5 installments. The first installment vests immediately upon grant and is exercisable for one year. The remaining installments vest on the first four anniversaries of the December 15
th
following the grant date and are exercisable for a period of 31 days. At least 25% of the first installment must be exercised or the remaining installments are canceled.
|
(6)
|
These stock options vest 25% per year over four years and have a ten-year term.
|
(7)
|
These stock options are performance-based options that vest whether or not the fiscal 2012 EBIT target is satisfied, so long as Mr. Foss remains employed by us through the vesting date, as provided in his employment arrangements.
|
(8)
|
The grant date fair value for these performance-based stock options reflects the value attributable only to those options whose vesting is based on 2012 targets, as that is the only target that had been determined during fiscal 2012. As future targets are determined in future years, additional grant date fair value will be reflected in the years in which such targets are set.
|
Year
|
|
Annual EBIT Target (in millions)
|
|
|
Cumulative EBIT Target (in millions)
|
||||
2010
|
|
$
|
718.1
|
|
|
|
N/A
|
|
|
2011
|
|
$
|
748.5
|
|
|
|
$
|
1,507.5
|
|
2012
|
|
$
|
834.8
|
|
|
|
$
|
2,366.0
|
|
2013 (the “Final Fiscal Year”)
|
|
$
|
804.2
|
|
|
|
$
|
3,299.3
|
|
Year
|
|
Annual EBIT Target
(in millions)
|
|
Cumulative EBIT Target (in millions)
|
||||
2011
|
|
$
|
748.5
|
|
|
N/A
|
|
|
2012
|
|
$
|
834.8
|
|
|
$
|
1,583.3
|
|
2013
|
|
$
|
804.2
|
|
|
$
|
2,387.5
|
|
2014 (the “Final Fiscal Year”)
|
|
*
|
|
|
*
|
|
*
|
EBIT Target not yet established
|
Year
|
|
Annual EBIT Target (in millions)
|
|
Cumulative EBIT Target (in millions)
|
||||
2012
|
|
$
|
834.8
|
|
|
N/A
|
|
|
2013
|
|
$
|
804.2
|
|
|
$
|
1,639.0
|
|
2014
|
|
*
|
|
|
*
|
|
||
2015 (the “Final Fiscal Year”)
|
|
*
|
|
|
*
|
|
*
|
EBIT Target not yet established
|
•
|
any extraordinary gains or losses, cumulative effect of a change in accounting principle, income or loss from disposed or discontinued operations and any gains or losses on disposed or discontinued operations, all as determined in accordance with generally accepted accounting principles;
|
•
|
any gain or loss greater than $2 million attributable to asset dispositions, contract terminations and similar items, provided that losses on contract terminations and asset dispositions in connection with client contract terminations are limited in any given fiscal year to $5 million;
|
•
|
any increase in amortization or depreciation resulting from the application of purchase accounting to the going-private transaction, including the current amortization of existing acquired intangibles;
|
•
|
any gain or loss from the early extinguishment of indebtedness, including any hedging obligation or other derivative instrument;
|
•
|
any impairment charge or similar asset write-off required by generally accepted accounting principles;
|
•
|
any non-cash compensation expense resulting from the application of the authoritative accounting pronouncement for share-based compensation expense or similar accounting requirements;
|
•
|
any expenses or charges related to any equity offering, acquisition, disposition, recapitalization, refinancing or similar transaction, including the going-private transaction;
|
•
|
any transaction, management, monitoring, consulting, advisory and related fees and expenses paid or payable to the sponsors;
|
•
|
the effects of changes in foreign currency translation rates from the rates used in the calculation of the EBIT targets. The 2011 and later EBIT targets are based on the foreign currency translation rates used in the Business Plan approved by the Holdings board for the applicable year; and
|
•
|
the impact of the 53rd week of operations on our financial results during any 53-week fiscal year referenced in the relevant Schedule 1 to the Non-Qualified Stock Option Agreement.
|
•
|
for small acquisitions, which have purchase prices of less than $20 million each, there is no adjustment until the total consideration for all small acquisitions exceeds $20 million in any fiscal year, and then the EBIT targets will be adjusted for the percentage of EBIT that results from the cumulative amounts of such acquisitions over $20 million; and
|
•
|
for larger acquisitions, which have purchase prices of more than $20 million, our EBIT targets are adjusted based on the amount of EBIT that we project for that acquisition when it is approved by the Holdings board.
|
|
|
Option Awards
|
|||||||||||||
Name
|
|
Number of Securities
Underlying Unexercised
Options(#) Exercisable
(1)
|
|
Number of Securities
Underlying Unexercised
Options(#) Unexercisable
(2)
|
|
Equity Incentive
Plan Awards:
Number of Securities
Underlying Unexercised
Unearned Options(#)
(3)
|
|
Option
Exercise
Price
|
|
Option
Expiration
Date
|
|||||
Neubauer
|
|
—
|
|
|
—
|
|
|
106,874
|
|
|
$
|
6.50
|
|
|
2/27/2017
|
|
|
37,500
|
|
|
—
|
|
|
35,624
|
|
|
$
|
10.80
|
|
|
3/5/2018
|
|
|
100,000
|
|
|
100,000
|
|
|
150,000
|
|
|
$
|
10.54
|
|
|
3/2/2020
|
|
|
100,000
|
|
|
150,000
|
|
|
150,000
|
|
|
$
|
12.69
|
|
|
6/22/2021
|
|
|
—
|
|
|
80,000
|
|
|
—
|
|
|
$
|
12.69
|
|
|
1/15/2016
|
Foss
|
|
—
|
|
|
725,000
|
|
|
725,000
|
|
|
$
|
14.96
|
|
|
6/6/2022
|
|
|
—
|
|
|
400,000
|
|
|
—
|
|
|
$
|
14.96
|
|
|
1/15/2017
|
Sutherland
|
|
756,591
|
|
|
—
|
|
|
235,659
|
|
|
$
|
6.50
|
|
|
1/26/2017
|
|
|
274,500
|
|
|
—
|
|
|
85,500
|
|
|
$
|
6.50
|
|
|
2/27/2017
|
|
|
57,189
|
|
|
—
|
|
|
17,811
|
|
|
$
|
10.80
|
|
|
3/5/2018
|
|
|
100,000
|
|
|
25,000
|
|
|
75,000
|
|
|
$
|
9.65
|
|
|
9/2/2019
|
|
|
75,000
|
|
|
50,000
|
|
|
75,000
|
|
|
$
|
10.54
|
|
|
3/2/2020
|
|
|
62,500
|
|
|
93,750
|
|
|
93,750
|
|
|
$
|
12.69
|
|
|
6/22/2021
|
|
|
—
|
|
|
48,000
|
|
|
—
|
|
|
$
|
12.69
|
|
|
1/15/2016
|
McKee
|
|
466,555
|
|
|
—
|
|
|
145,321
|
|
|
$
|
6.50
|
|
|
1/26/2017
|
|
|
228,750
|
|
|
—
|
|
|
71,250
|
|
|
$
|
6.50
|
|
|
2/27/2017
|
|
|
38,126
|
|
|
—
|
|
|
11,874
|
|
|
$
|
10.80
|
|
|
3/5/2018
|
|
|
56,250
|
|
|
37,500
|
|
|
56,250
|
|
|
$
|
10.54
|
|
|
3/2/2020
|
|
|
62,500
|
|
|
93,750
|
|
|
93,750
|
|
|
$
|
12.69
|
|
|
6/22/2021
|
|
|
—
|
|
|
48,000
|
|
|
—
|
|
|
$
|
12.69
|
|
|
1/15/2016
|
Munnelly
|
|
45,750
|
|
|
—
|
|
|
14,250
|
|
|
$
|
9.95
|
|
|
12/4/2017
|
|
|
56,694
|
|
|
—
|
|
|
17,656
|
|
|
$
|
9.95
|
|
|
12/20/2017
|
|
|
13,726
|
|
|
—
|
|
|
4,274
|
|
|
$
|
10.80
|
|
|
3/5/2018
|
|
|
31,875
|
|
|
21,250
|
|
|
31,875
|
|
|
$
|
10.54
|
|
|
3/2/2020
|
|
|
—
|
|
|
25,000
|
|
|
25,000
|
|
|
$
|
13.82
|
|
|
12/7/2021
|
Wallace
|
|
18,796
|
|
|
—
|
|
|
5,854
|
|
|
$
|
6.50
|
|
|
1/26/2017
|
|
|
11,439
|
|
|
—
|
|
|
3,561
|
|
|
$
|
6.50
|
|
|
2/27/2017
|
|
|
3,050
|
|
|
—
|
|
|
950
|
|
|
$
|
10.80
|
|
|
3/5/2018
|
|
|
7,500
|
|
|
5,000
|
|
|
7,500
|
|
|
$
|
10.54
|
|
|
3/2/2020
|
|
|
—
|
|
|
4,000
|
|
|
4,000
|
|
|
$
|
13.82
|
|
|
12/7/2021
|
(1)
|
The amounts in this column are time-based and performance-based options and ISPOs that have vested.
|
(2)
|
These are options subject to time-based vesting and generally vest 25% per year over four years from the date of grant, provided that the named executive officer is still employed by us. ISPOs are also included in this column.
|
(3)
|
These are the maximum number of options that are subject to performance-based vesting. 25% of the original award will vest each year over four years from the grant date, which in each case was 10 years prior to the listed expiration date, provided that certain performance targets are satisfied and the named executive officer is still employed by us, with certain exceptions (disability, retirement or death). See the narrative following the “Grants of Plan-Based Awards for Fiscal Year 2012” table.
|
Name
|
|
Option Awards
|
|||||
Number of Shares
Acquired on Exercise (#)
|
|
Value Realized on
Exercise ($)
1
|
|||||
Neubauer
|
|
490,002
|
|
|
$
|
2,930,448
|
|
Foss
|
|
100,000
|
|
|
—
|
|
|
Sutherland
|
|
—
|
|
|
—
|
|
|
McKee
|
|
12,000
|
|
|
$
|
13,560
|
|
Munnelly
|
|
—
|
|
|
—
|
|
|
Wallace
|
|
—
|
|
|
—
|
|
(1)
|
For Mr. Foss, who exercised ISPOs, no value was realized because the fair market value at the time of exercise was equal to the exercise price of the ISPO.
|
Name
|
|
Plan Name
(1)
|
|
Number of Years of
Credited
Service (#)
(2)
|
|
Present Value of
Accumulated Benefit ($)
(3)(4)
|
|
Payments During Last
Fiscal Year ($)
|
|||
Neubauer
|
|
N/A
|
|
N/A
|
|
$
|
22,877,394
|
|
|
—
|
|
(1)
|
Mr. Neubauer is entitled to this benefit under his employment agreement with the Company.
|
(2)
|
Mr. Neubauer’s right to the benefit vested in 1988 and credited service is not taken into account in determining the amount of the benefit.
|
(3)
|
The assumptions used in determining the present value of the future payments for the supplemental retirement benefit as of September 28, 2012 are as follows: (a) a discount rate of 3.25%; (b) mortality assumption based on the UP-94 mortality table; (c) payment as a monthly annuity as described above; and (d) Mr. Neubauer’s applicable base salary and average bonus figures. In the past, we calculated the actuarial present value assuming a retirement age equal to 2.0 years past Mr. Neubauer’s current age, based on the notice provision in his employment agreement. Because we hired Mr. Foss as our new chief executive officer in fiscal 2012, we calculated the actuarial present value for fiscal 2012 assuming a retirement age equal to 1.5 years past Mr. Neubauer’s current age, which was our best estimate of Mr. Neubauer's time to retirement as of fiscal year end. The assumptions are adjusted annually, based on prevailing market conditions and actual experience.
|
(4)
|
The third amendment to Mr. Neubauer's employment agreement, which the Company entered into on November 14, 2012,
|
Name
|
|
Executive
Contributions in
Last FY ($)
(1)
|
|
Registrant
Contributions in
Last FY ($)
(2)
|
|
Aggregate Earning in
Last FY ($)
(3)
|
|
Aggregate
Withdrawals/
Distributions ($)
|
|
Aggregate
Balance at Last
FYE ($)
(3)(4)
|
|||||
Neubauer
|
|
|
|
|
|
|
|
|
|
|
|||||
2007 SIRP
|
|
30,000
|
|
|
10,200
|
|
|
297,118
|
|
|
—
|
|
|
5,644,927
|
|
2005 Deferred Comp Plan
|
|
—
|
|
|
—
|
|
|
134,127
|
|
|
—
|
|
|
2,541,104
|
|
Other Deferred Compensation
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
959,369
|
|
Foss
|
|
|
|
|
|
|
|
|
|
|
|||||
2007 SIRP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2005 Deferred Comp Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Sutherland
|
|
|
|
|
|
|
|
|
|
|
|||||
2007 SIRP
|
|
47,192
|
|
|
10,200
|
|
|
135,662
|
|
|
—
|
|
|
2,606,883
|
|
2005 Deferred Comp Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
McKee
|
|
|
|
|
|
|
|
|
|
|
|||||
2007 SIRP
|
|
36,934
|
|
|
10,200
|
|
|
74,847
|
|
|
—
|
|
|
1,449,247
|
|
2005 Deferred Comp Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Munnelly
|
|
|
|
|
|
|
|
|
|
|
|||||
2007 SIRP
|
|
21,547
|
|
|
10,200
|
|
|
5,491
|
|
|
—
|
|
|
127,014
|
|
2005 Deferred Comp Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wallace
|
|
|
|
|
|
|
|
|
|
|
|||||
2007 SIRP
|
|
13,338
|
|
|
8,003
|
|
|
7,300
|
|
|
—
|
|
|
154,606
|
|
2005 Deferred Comp Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
All amounts in this column were deferred under the 2007 Savings Incentive Retirement Plan during fiscal 2012. All amounts deferred are included in the named executive officer’s salary amount in the Summary Compensation Table.
|
(2)
|
With respect to our named executive officers, these amounts constitute the Company match for fiscal 2012, which was made in November 2012 to our nonqualified deferred compensation plan, the 2007 Savings Incentive Retirement Plan. These amounts were reported in the Summary Compensation Table.
|
(3)
|
Mr. Neubauer has balances in both the 2007 Savings Incentive Retirement Plan and the 2005 Deferred Compensation Plan, or its predecessors. Our Summary Compensation Table for previous years included the amount of salary deferred and Company match for those years. The amounts in the Executive Contributions column are included in the Salary column in the Summary Compensation Table for fiscal 2012 and amounts in the Registrant Contributions column are reflected in the All Other Compensation column and are separately footnoted. To the extent that earnings for the 2007 Savings Incentive Retirement Plan and the 2005 Deferred Compensation Plan exceeded 120% of the applicable federal rate, those excess earnings were reported in the Change in Pension Value and Non-Qualified Deferred Compensation Earnings column of the Summary Compensation Table as follows: for Mr. Neubauer, $52,943, for Mr. Sutherland, $16,655, for Ms. McKee, $9,189, for Mr. Munnelly, $674, and for Ms. Wallace, $896.
|
(4)
|
The Aggregate Balance at Fiscal Year End includes amounts that were reported in the Summary Compensation Table for the last three fiscal years as follows: for Mr. Neubauer, $471,606, for Mr. Sutherland, $213,838, for Ms. McKee, $162,776, for Mr. Munnelly, $64,261 (for 2011 and 2012), and for Ms. Wallace, $22,237 (for 2012 only).
|
(5)
|
Represents amounts deferred beginning in 1995 under various deferred compensation plans that are aggregated on the books of the Company and for which Mr. Neubauer is not credited with interest.
|
•
|
A pro rata bonus for the year of termination based on his average bonus over the three immediately preceding years (or, if higher, 2001-2003);
|
•
|
A lump sum payment of two times his base salary;
|
•
|
A lump sum payment of two times his average bonus for the three years prior to his termination (or, if higher, his average bonus from 2001-2003);
|
•
|
The supplemental retirement benefit described above;
|
•
|
Participation in our Survivor Income Protection Plan, if applicable, certain health and welfare plans and other perquisites (such as his Company car) for up to three years;
|
•
|
Full vesting of his stock options—both time-based and performance-based stock options;
|
•
|
Participation in our Executive Health Plan at his own expense for three years; and
|
•
|
Other accrued but unpaid salary and benefits.
|
•
|
A pro rata bonus for the year of termination based upon actual performance;
|
•
|
Continued payment of his base salary for 24 months;
|
•
|
Two times the prior year's bonus (if any) paid over 24 months (for 2012, this is deemed to be his full target bonus);
|
•
|
Continued participation in the Company's basic medical and life insurance programs on the same terms as prior to termination for a period of 24 months, both for Mr. Foss and for his dependents;
|
•
|
Continued payment of his car allowance for 24 months; and
|
•
|
Immediate vesting of time-based stock options that would have vested during the 24 month period following his termination.
|
•
|
Severance payments equal to his or her monthly base salary for 18 months, made in the course of our normal payroll cycle;
|
•
|
Participation in our basic medical and life insurance programs during the period over which he or she receives severance payments, with the employee’s share of premiums deducted from the severance payments;
|
•
|
Continuation of his or her car allowance payments, as applicable, during the severance period; and
|
•
|
All of his or her vested stock options.
|
•
|
Severance payments equal to his or her monthly base salary for 52 weeks made in the course of our normal payroll cycle;
|
•
|
Participation in our basic medical and life insurance programs during the period over which he or she receives severance payments, with the employee’s share of premiums deducted from the severance payments;
|
•
|
Use of his or her Company car or continuation of his or her car allowance payments, as applicable, during the severance period; and
|
•
|
All of his or her vested stock options.
|
•
|
a pro-rata portion of his annual target bonus in effect on the date of the change of control or on the date of termination, whichever is higher, in a lump sum;
|
•
|
two times his base salary in effect on the date of the change of control or on the date of termination, whichever is higher, payable over 24 months;
|
•
|
two times the higher of his annual target bonus in effect on the date of the change of control or his most recent annual bonus, whichever is higher, payable over 24 months;
|
•
|
outplacement counseling in an amount not to exceed 20% of his base salary, for a period of 24 months;
|
•
|
treatment of equity awards in accordance with the terms of the applicable plans and agreements;
|
•
|
continued participation (for Mr. Foss and his dependents) in our medical and life insurance programs on the same terms as in effect immediately prior to his termination, for a period of 24 months; and
|
•
|
continued payment of his car allowance, if provided at the time of termination, for a period of 24 months.
|
•
|
an entity or group other than us, our sponsors or one of our employee benefit plans acquire more than 50% of our voting stock;
|
•
|
the Company experiences a reorganization, merger or sale or disposition of substantially all of our assets or we purchase the assets or stock of another entity unless the shareholders prior to the transaction own at least 50% of the voting stock after the transaction and no person owns a majority of the voting stock (unless that ownership existed before the transaction); or
|
•
|
a majority of the members of our board are replaced during any 12-month period and the new directors are not endorsed by a majority of the Company’s board before the replacement or the replacement is not contemplated by our stockholders' agreement.
|
•
|
Any diminution in title or reporting relationships, or substantial diminution in duties or responsibilities (other than a change in control after which the Company is no longer publicly held or independent) including the requirement that he report to any person or entity other than the Holdings Board;
|
•
|
Reduction in base salary or target annual bonus opportunity, other than, prior to a change of control, an across-the-board reduction applicable to all senior executives;
|
•
|
the relocation of his principal place of employment by more than 35 miles in a direction further away from his current residence;
|
•
|
a material decrease in employee benefits in the aggregate; and
|
•
|
failure to pay or provide (in any material respect) the compensation and benefits under his employment letter agreement or his agreement relating to employment and post-employment competition.
|
•
|
an entity or group other than our sponsors acquires more than 50% of our voting stock;
|
•
|
the Company experiences a reorganization, merger or sale or disposition of substantially all of our assets or we purchase the
|
•
|
a majority of the members of our board are replaced during any 12-month period and the new directors are not endorsed by a majority of the Company’s board before the replacement or the replacement is not contemplated by our stockholders' agreement.
|
•
|
A decrease in base salary or target bonus;
|
•
|
A material decrease in aggregate employee benefits;
|
•
|
Diminution in title or substantial diminution in reporting relationship or responsibilities; or
|
•
|
Relocation of his or her principal place of business by 35 miles or more.
|
•
|
Cash severance benefits based on a multiple of two times his or her base salary and target bonus (or the prior year’s actual bonus, if higher) over a two-year period according to our payroll cycle;
|
•
|
A lump sum payment, within 40 days after his or her termination date, equal to the portion of his or her target bonus attributable to the portion of the fiscal year served prior to termination, plus any earned but unpaid amounts;
|
•
|
Continued medical, life and disability insurance at our expense for a two-year period following termination;
|
•
|
Outplacement counseling in an amount not to exceed 20% of base salary; and
|
•
|
Accelerated vesting of outstanding equity-based awards or retirement plan benefits as is specified under the terms of the applicable plans. See the narrative following the “Grants of Plan-Based Awards for Fiscal Year 2012” table.
|
•
|
Severance payments equal to his or her monthly base salary for 52 weeks made in the course of our normal payroll cycle;
|
•
|
Participation in our basic medical and life insurance programs during the period over which he or she receives severance payments, with the employee’s share of premiums deducted from the severance payments;
|
•
|
Use of his or her Company car or continuation of his or her car allowance payments, as applicable, during the severance period;
|
•
|
All of his or her vested stock options; and
|
•
|
Unvested options in accordance with Holdings' 2007 Management Stock incentive Plan.
|
Name
|
|
Retirement
|
|
Permanent
Disability
|
|
Death
(4)
|
|
Termination
For Cause
|
|
Resignation
w/out
Good
Reason
|
|
Voluntary
Resignation
with Notice
|
|
Termination
w/
out Cause
|
|
Involuntary
Termination
With Notice
|
|
Resignation
with Good
Reason /
Change of
Control
|
||||||||||||||||||
Neubauer
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Cash Payment (Lump Sum)
|
|
$
|
1,400,000
|
|
|
$
|
2,333,333
|
|
|
$
|
4,633,333
|
|
|
$
|
2,233,333
|
|
|
$
|
2,233,333
|
|
|
$
|
2,233,333
|
|
|
$
|
9,500,000
|
|
|
$
|
2,233,333
|
|
|
$
|
9,500,000
|
|
Cash Payment (Over Time)
|
|
—
|
|
|
$
|
4,200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Vested Stock Options
(1)
|
|
$
|
874,875
|
|
|
$
|
874,875
|
|
|
$
|
874,875
|
|
|
—
|
|
|
$
|
874,875
|
|
|
$
|
874,875
|
|
|
$
|
874,875
|
|
|
$
|
874,875
|
|
|
$
|
874,875
|
|
|
Unvested Stock Options
(2)
|
|
$
|
355,500
|
|
|
$
|
3,182,174
|
|
|
$
|
355,500
|
|
|
—
|
|
|
—
|
|
|
$
|
3,182,174
|
|
|
$
|
3,182,174
|
|
|
$
|
3,182,174
|
|
|
$
|
3,182,174
|
|
||
Perquisites
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
826,805
|
|
|
—
|
|
|
$
|
826,805
|
|
|||||||
Total
|
|
$
|
2,630,375
|
|
|
|
$10,590,382
|
|
|
$
|
5,863,708
|
|
|
$
|
2,233,333
|
|
|
$
|
3,108,208
|
|
|
$
|
6,290,382
|
|
|
$
|
14,383,854
|
|
|
$
|
6,290,382
|
|
|
$
|
14,383,854
|
|
Name
|
|
Retirement
|
|
Death
(4)
|
|
Disability
|
|
Termination
w/out cause
(5)
|
|
Change of
Control
|
||||||||||
Foss
(7)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Payment (Lump Sum)
|
|
|
|
$
|
2,000,000
|
|
|
—
|
|
|
2,025,000
|
|
|
$
|
2,025,000
|
|
||||
Cash Payment (Over Time)
|
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
6,750,000
|
|
|
$
|
6,750,000
|
|
|||
Vested Stock Options
(1)
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||
Unvested Stock Options
(2)
|
|
|
|
$
|
76,125
|
|
|
$
|
76,125
|
|
|
|
$152,250
|
|
|
$
|
236,250
|
|
||
Perquisites
(3)
|
|
|
|
—
|
|
|
—
|
|
|
$
|
92,253
|
|
|
$
|
375,351
|
|
||||
Total
|
|
|
|
$
|
2,076,125
|
|
|
$
|
76,125
|
|
|
$
|
9,019,503
|
|
|
$
|
9,386,601
|
|
||
Sutherland
(8)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Payment (Lump Sum)
|
|
|
|
$
|
1,000,000
|
|
|
—
|
|
|
—
|
|
|
$
|
650,000
|
|
||||
Cash Payment (Over Time)
|
|
|
|
$
|
3,900,000
|
|
|
—
|
|
|
$
|
1,200,000
|
|
|
$
|
4,100,000
|
|
|||
Vested Stock Options
(1)
|
|
|
$10,243,725
|
|
|
$
|
10,243,725
|
|
|
$
|
10,243,725
|
|
|
$
|
10,243,725
|
|
|
$
|
10,243,725
|
|
Unvested Stock Options
(2)
|
|
|
$331,250
|
|
|
$
|
331,250
|
|
|
$
|
331,250
|
|
|
—
|
|
|
$
|
1,138,290
|
|
|
Perquisites
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
40,902
|
|
|
$
|
267,082
|
|
|||
Total
|
|
|
$10,574,975
|
|
|
|
$15,474,975
|
|
|
|
$10,574,975
|
|
|
|
$11,484,627
|
|
|
|
$16,399,097
|
|
McKee
(9)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Payment (Lump Sum)
|
|
|
|
$
|
1,500,000
|
|
|
—
|
|
|
—
|
|
|
$
|
480,000
|
|
||||
Cash Payment (Over Time)
|
|
|
|
$
|
2,937,500
|
|
|
—
|
|
|
$
|
937,500
|
|
|
$
|
3,187,500
|
|
|||
Vested Stock Options
(1)
|
|
|
|
$
|
6,610,342
|
|
|
$
|
6,610,342
|
|
|
$
|
6,610,342
|
|
|
$
|
6,610,342
|
|
||
Unvested Stock Options
(2)
|
|
|
|
$
|
164,313
|
|
|
$
|
164,313
|
|
|
—
|
|
|
$
|
844,478
|
|
|||
Perquisites
(3)
|
|
|
|
—
|
|
|
—
|
|
|
$
|
20,970
|
|
|
$
|
166,418
|
|
||||
Total
|
|
|
|
$
|
11,212,155
|
|
|
$
|
6,774,655
|
|
|
$
|
7,568,812
|
|
|
$
|
11,288,738
|
|
||
Munnelly
(10)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Payment (Lump Sum)
|
|
|
|
$
|
1,722,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash Payment (Over Time)
|
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
361,000
|
|
|
$
|
361,000
|
|
|||
Vested Stock Options
(1)
|
|
|
|
$
|
742,322
|
|
|
$
|
742,322
|
|
|
$
|
742,322
|
|
|
$
|
742,322
|
|
||
Unvested Stock Options
(2)
|
|
|
|
$
|
57,631
|
|
|
$
|
57,631
|
|
|
—
|
|
|
$
|
181,331
|
|
|||
Perquisites
(3)
|
|
|
|
—
|
|
|
—
|
|
|
$
|
35,613
|
|
|
$
|
35,613
|
|
||||
Total
|
|
|
|
$
|
2,521,953
|
|
|
$
|
799,953
|
|
|
$
|
1,138,935
|
|
|
$
|
1,320,266
|
|
||
Wallace
(11)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Payment (Lump Sum)
|
|
|
|
$
|
1,480,000
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|||
Cash Payment (Over Time)
|
|
|
|
—
|
|
|
—
|
|
|
$
|
240,000
|
|
|
$
|
240,000
|
|
||||
Vested Stock Options
(1)
|
|
|
|
$
|
310,191
|
|
|
$
|
310,191
|
|
|
$
|
310,191
|
|
|
$
|
310,191
|
|
||
Unvested Stock Options
(2)
|
|
|
|
$
|
12,925
|
|
|
$
|
12,925
|
|
|
—
|
|
|
$
|
40,125
|
|
|||
Perquisites
(3)
|
|
|
|
—
|
|
|
—
|
|
|
$
|
16,407
|
|
|
$
|
16,407
|
|
||||
Total
|
|
|
|
$
|
1,803,116
|
|
|
$
|
323,116
|
|
|
$
|
566,598
|
|
|
$
|
606,723
|
|
(1)
|
Represents currently vested stock options. Calculations with regard to stock options are based upon the market value of Holdings common stock, which is calculated on the basis of the appraisal price of the common stock ($15.17) as of September 28, 2012. Vested stock options are included in the table due to the fact that absent the events set forth in the table, the named executive officers would not be able to gain any liquidity from any of the stock they would receive upon exercising vested options.
|
(2)
|
Represents unvested stock options that would vest upon the occurrence of the specified event. Calculations with regard to stock options are based upon the market value of Holdings common stock, which is calculated on the basis of the appraisal price of the common stock ($15.17) as of September 28, 2012.
|
(3)
|
The following assumptions were used in our calculation of the cost of perquisites in connection with termination of employment: a 5% increase annually for health insurance premiums, dental insurance premiums, vision insurance premiums and excess health, with 2012 used as the base year, and no increase annually for life and accident insurance premiums.
|
(4)
|
Includes amounts payable under the Survivor Income Protection Plan, various term life insurance policies and accidental death and dismemberment policy for which we pay all or part of the premium, which amounts are reflected in the “Summary Compensation Table.”
|
(5)
|
For Mr. Foss, the "Termination Without Cause" column means termination without cause or resignation for Good Reason (as defined in his employment arrangements) prior to a change of control.
|
(6)
|
(a) The amounts set forth in the table with respect to Mr. Neubauer were calculated based upon his employment agreement in effect on the last day of fiscal 2012. Under the third amendment to Mr. Neubauer's employment agreement (dated as of November 14, 2012, which was after our fiscal year end), performance-based stock options that failed to vest because the applicable EBIT target was not achieved will no longer automatically vest upon disability, voluntary resignation with notice, termination without cause, involuntary termination with notice and resignation with good reason / change of control, which would reduce the unvested stock option amounts in those categories by $1,313,774.
|
(7)
|
Included in Mr. Foss’ perquisites: (a) in the case of termination without cause, are basic medical and life insurance coverage and a car allowance over a 24-month severance period; and (b) in the case of a change of control, are health care, accident, disability and survivor insurance premiums for two years and a car allowance for twenty-four months, as well as outplacement benefits of 20% of his base salary. Mr. Foss would incur excise tax if a change of control of the Company had occurred on September 28, 2012, as his payout would be considered a parachute payment. He is not entitled to a 280G gross up, but under the terms of his employment agreement, if his payout on a change of control would be considered a parachute payment, we would reduce his payments if that reduction (to avoid the excise tax) would result in him receiving a greater after tax amount than he would have received had he been paid the full amount and then paid the excise tax. Because Mr. Foss would receive a greater after tax amount if he were paid the full change of control amount and paid the excise tax than he would if his payout were cut back to avoid the excise tax, the payments on change of control that are included in the table represent the gross amount he would receive before he paid the excise tax. In the event that Mr. Foss' payments were considered parachute payments, the Company would lose the deduction for all amounts it paid to Mr. Foss above the "base amount" as defined in the Internal Revenue Code.
|
(8)
|
Included in Mr. Sutherland’s perquisites: (a) in the case of termination without cause, are basic medical and life insurance coverage and a car allowance over an 18-month severance period; and (b) in the case of a change of control, are health care, accident, disability and survivor insurance premiums for two years and a car allowance for eighteen months, as well as outplacement benefits of 20% of his base salary.
|
(9)
|
Included in Ms. McKee’s perquisites: (a) in the case of termination without cause, are life insurance coverage and a car allowance over an 18-month severance period; and (b) in the case of a change of control, are health care, accident, disability and survivor insurance premiums for two years, a car allowance for 18 months, as well as outplacement benefits of 20% of her base salary.
|
(10)
|
Included in Mr. Munnelly’s perquisites, in the case of termination without cause, are basic medical insurance coverage and use of a leased car over a 52 week severance period.
|
(11)
|
Included in Ms. Wallace’s perquisites, in the case of termination without cause, are basic medical insurance coverage and receipt of a car allowance over a 52 week severance period.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Name and Address of Beneficial Owner
|
|
Beneficial
Ownership of
ARAMARK
Corporation
Common
Stock
(1)
|
|
Percentage of
ARAMARK
Corporation
Common
Stock
|
||
GS Capital Partners
(2)
|
|
210
|
|
|
20.96
|
|
CCMP Capital Investors
(3)
|
|
105
|
|
|
10.48
|
|
J.P. Morgan Partners
(4)
|
|
105
|
|
|
10.48
|
|
Thomas H. Lee Partners
(5)
|
|
210
|
|
|
20.96
|
|
Warburg Pincus LLC
(6)
|
|
214
|
|
|
21.40
|
|
Joseph Neubauer
(7)
|
|
100
|
|
|
9.95
|
|
L. Frederick Sutherland
(8)
|
|
14
|
|
|
1.40
|
|
Lynn B. McKee
(9)
|
|
7
|
|
|
*
|
|
Eric J. Foss
|
|
2
|
|
|
*
|
|
Joseph Munnelly
(10)
|
|
1
|
|
|
*
|
|
Karen A. Wallace
(11)
|
|
*
|
|
|
*
|
|
Directors and Executive Officers as a Group (7 Persons)
(12)
|
|
122
|
|
|
12.22
|
|
*
|
Less than one percent or one share, as applicable.
|
(1)
|
ARAMARK has 1,000 shares of common stock outstanding, all of which are owned indirectly by Holdings. Share amounts indicated above reflect beneficial ownership, through Holdings, by such entities or individuals of these 1,000 shares of ARAMARK. As of November 23, 2012, Holdings had 202,296,721 shares outstanding.
|
(2)
|
ARAMARK shares shown as beneficially owned by GS Capital Partners reflect an aggregate of the following record ownership: (i) 22,326,144 shares of Holdings held by GS Capital Partners V Fund, L.P.; (ii) 11,532,758 shares of Holdings held by GS Capital Partners V Offshore Fund, L.P.; (iii) 7,655,956 shares of Holdings held by GS Capital Partners V Institutional, L.P.; and (iv) 885,142 shares of Holdings held by GS Capital Partners V GmbH & Co. KG (collectively, the “GS Entities”). The GS Entities, of which affiliates of the Goldman Sachs Group, Inc. are the general partner, managing general partner or investment manager, share voting and investment power with certain of its respective affiliates. The Goldman Sachs Group, Inc. and Goldman, Sachs & Co. disclaim beneficial ownership of the
|
(3)
|
ARAMARK shares shown as beneficially owned by CCMP Capital Investors reflect an aggregate of the following record ownership: (i) 18,706,648 shares of Holdings held by CCMP Capital Investors II, L.P.; and (ii) 2,493,353 shares of Holdings held by CCMP Capital Investors (Cayman) II, L.P. The address of CCMP Capital Investors is 245 Park Avenue, 16th Floor, New York, New York 10167.
|
(4)
|
ARAMARK shares shown as beneficially owned by JP Morgan Partners reflect an aggregate of the following record ownership: (i) 11,955,003 shares of Holdings held by JP Morgan Partners (BHCA), LP; (ii) 2,865,797 shares of Holdings held by JP Morgan Partners Global Investors, L.P.; (iii) 440,340 shares of Holdings held by JP Morgan Partners Global Investors A, L.P.; (iv) 1,438,760 shares of Holdings held by JP Morgan Partners Global Investors (Cayman), L.P.; (v) 160,899 shares of Holdings held by JP Morgan Partners Global Investors (Cayman) II, L.P.; (vi) 970,308 shares of Holdings held by J.P. Morgan Partners Global Investors (Selldown), L.P.; and (vii) 3,368,893 shares of Holdings held by J.P. Morgan Partners Global Investors (Selldown) II, L.P. The address of JP Morgan Partners is 270 Park Avenue, 9th Floor, New York, New York 10017.
|
(5)
|
ARAMARK shares shown as beneficially owned by Thomas H. Lee Partners reflect an aggregate of the following record ownership: (i) 200,000 shares of Holdings held by THL Equity Fund VI Investors (ARAMARK), LLC; (ii) 23,347,540 shares of Holdings held by Thomas H. Lee Equity Fund VI, L.P.; (iii) 15,809,712 shares of Holdings held by Thomas H. Lee Parallel Fund VI, L.P.; (iv) 2,761,639 shares of Holdings held by Thomas H. Lee Parallel (DT) Fund VI, L.P.; (v) 119,161 shares of Holdings held by Putnam Investment Holdings, LLC; (vi) 119,115 shares of Holdings held by Putnam Investments Employees Securities Company III LLC; and (vii) 42,833 shares of Holdings held by THL Coinvestment Partners, L.P. Thomas H. Lee Advisors, LLC is the general partner of Thomas H. Lee Partners, L.P., which is the sole member of THL Equity Advisors VI, LLC, the general partner of Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P. and Thomas H. Lee Parallel (DT) Fund VI, L.P. Thomas H. Lee Advisors, LLC is the attorney-in-fact for Putnam Investment Holdings, LLC, which is the manager of Putnam Investments Employees Securities Company III LLC. Thomas H. Lee Partners, L.P. is the general partner of THL Coinvestment Partners, L.P. and THL Equity Fund VI Investors (Aramark), LLC. The address of Thomas H. Lee Partners is 100 Federal Street, 35th Floor, Boston, Massachusetts 02110.
|
(6)
|
ARAMARK shares shown as beneficially owned by Warburg Pincus LLC (“WP LLC”) reflect record ownership of 43,300,000 shares of Holdings held by Warburg Pincus Private Equity IX, L.P. (“WPIX”). The general partner of WPIX is Warburg Pincus IX, LLC, a New York limited liability company (“WPIX LLC”). Warburg Pincus Partners LLC, a New York limited liability company (“WP Partners”), is the sole member of WPIX LLC. Warburg Pincus & Co., a New York general partnership (“WP”), is the managing member of WP Partners. WP LLC manages WPIX. The address of the Warburg Pincus entities is 450 Lexington Avenue, New York, New York 10017.
|
(7)
|
Includes beneficial ownership held by trusts for which Mr. Neubauer serves as trustee. ARAMARK Corporation shares shown as beneficially owned by Mr. Neubauer reflect 257,500 shares of Holdings subject to stock options exercisable currently, or within 60 days of November 23, 2012.
|
(8)
|
Includes beneficial ownership held by a family limited liability company for which Mr. Sutherland serves as a manager. ARAMARK Corporation shares shown as beneficially owned by Mr. Sutherland reflect 1,337,780 shares of Holdings subject to stock options exercisable currently, or within 60 days of November 23, 2012.
|
(9)
|
Includes beneficial ownership held by a general partnership for which Ms. McKee serves as a general partner. ARAMARK Corporation shares shown as beneficially owned by Ms. McKee reflect 864,181 shares of Holdings subject to stock options exercisable currently, or within 60 days of November 23, 2012.
|
(10)
|
ARAMARK Corporation shares shown as beneficially owned by Mr. Munnelly reflect 154,295 shares of Holdings subject to stock options exercisable currently, or within 60 days of November 23, 2012.
|
(11)
|
ARAMARK Corporation shares shown as beneficially owned by Ms. Wallace reflect 41,785 shares of Holdings subject to stock options exercisable currently, or within 60 days of November 23, 2012.
|
(12)
|
ARAMARK Corporation shares shown as beneficially owned by Directors and Executive Officers as a group reflect 2,655,541 shares of Holdings subject to stock options exercisable currently, or within 60 days of November 23, 2012.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
|
|
|
|
|
|
|
|
|
|
ARAMARK CORPORATION
|
||
|
|
|
|
|||
Date: December 20, 2012
|
|
|
|
By:
|
|
/s/
E
RIC
J.
F
OSS
|
|
|
|
|
Name:
|
|
Eric J. Foss
|
|
|
|
|
Title:
|
|
Chief Executive Officer and President
|
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
||
/s/
E
RIC
J.
F
OSS
|
|
Chief Executive
Officer and President
|
|
December 20, 2012
|
Eric J. Foss
|
|
and Director
(Principal Executive Officer) |
|
|
|
|
|
||
/s/ L. F
REDERICK
S
UTHERLAND
|
|
Executive Vice President and Chief
|
|
December 20, 2012
|
L. Frederick Sutherland
|
|
Financial Officer and Director
(Principal Financial Officer) |
|
|
|
|
|
||
/s/ J
OSEPH
M
UNNELLY
|
|
Senior Vice President, Controller
and
|
|
December 20, 2012
|
Joseph Munnelly
|
|
Chief Accounting Officer
(Principal Accounting Officer) |
|
|
|
|
|
||
/s/ J
OSEPH
N
EUBAUER
|
|
Chairman and Director
|
|
December 20, 2012
|
Joseph Neubauer
|
|
|
|
|
|
|
|
Page
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
/s/ KPMG LLP
|
|
Philadelphia, Pennsylvania
|
December 20, 2012
|
|
September 28, 2012
|
|
September 30, 2011
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
136,689
|
|
|
$
|
213,323
|
|
Receivables (less allowances: 2012 - $41,212; 2011 - $32,963)
|
1,315,997
|
|
|
1,252,266
|
|
||
Inventories
|
508,416
|
|
|
450,848
|
|
||
Prepayments and other current assets
|
200,070
|
|
|
214,385
|
|
||
Total current assets
|
2,161,172
|
|
|
2,130,822
|
|
||
Property and Equipment, at cost:
|
|
|
|
||||
Land, buildings and improvements
|
596,368
|
|
|
573,740
|
|
||
Service equipment and fixtures
|
1,545,361
|
|
|
1,400,471
|
|
||
|
2,141,729
|
|
|
1,974,211
|
|
||
Less - Accumulated depreciation
|
(1,141,150
|
)
|
|
(969,521
|
)
|
||
|
1,000,579
|
|
|
1,004,690
|
|
||
Goodwill
|
4,729,474
|
|
|
4,640,606
|
|
||
Other Intangible Assets
|
1,595,149
|
|
|
1,748,417
|
|
||
Other Assets
|
989,948
|
|
|
985,017
|
|
||
|
$
|
10,476,322
|
|
|
$
|
10,509,552
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term borrowings
|
$
|
37,462
|
|
|
$
|
49,064
|
|
Accounts payable
|
873,345
|
|
|
775,455
|
|
||
Accrued payroll and related expenses
|
468,622
|
|
|
445,076
|
|
||
Accrued expenses and other current liabilities
|
763,083
|
|
|
781,434
|
|
||
Total current liabilities
|
2,142,512
|
|
|
2,051,029
|
|
||
Long-Term Borrowings
|
5,375,819
|
|
|
5,588,614
|
|
||
Deferred Income Taxes and Other Noncurrent Liabilities
|
1,218,050
|
|
|
1,234,885
|
|
||
Common Stock Subject to Repurchase
|
167,461
|
|
|
158,061
|
|
||
Equity:
|
|
|
|
||||
ARAMARK Shareholder’s Equity:
|
|
|
|
||||
Common stock, par value $.01 (authorized: 1,000 shares; issued and outstanding: 1,000 shares)
|
—
|
|
|
—
|
|
||
Capital surplus
|
1,451,241
|
|
|
1,476,061
|
|
||
Earnings retained for use in the business
|
161,137
|
|
|
46,468
|
|
||
Accumulated other comprehensive loss
|
(73,745
|
)
|
|
(77,345
|
)
|
||
Total ARAMARK shareholder’s equity
|
1,538,633
|
|
|
1,445,184
|
|
||
Noncontrolling interest
|
33,847
|
|
|
31,779
|
|
||
Total equity
|
1,572,480
|
|
|
1,476,963
|
|
||
|
$
|
10,476,322
|
|
|
$
|
10,509,552
|
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
||||||
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
||||||
Sales
|
$
|
13,505,426
|
|
|
$
|
13,082,377
|
|
|
$
|
12,419,064
|
|
Costs and Expenses:
|
|
|
|
|
|
||||||
Cost of services provided
|
12,191,419
|
|
|
11,836,780
|
|
|
11,247,115
|
|
|||
Depreciation and amortization
|
529,213
|
|
|
510,516
|
|
|
502,892
|
|
|||
Selling and general corporate expenses
|
202,567
|
|
|
186,870
|
|
|
191,561
|
|
|||
|
12,923,199
|
|
|
12,534,166
|
|
|
11,941,568
|
|
|||
Operating income
|
582,227
|
|
|
548,211
|
|
|
477,496
|
|
|||
Interest and Other Financing Costs, net
|
401,757
|
|
|
426,262
|
|
|
444,510
|
|
|||
Income from Continuing Operations Before Income Taxes
|
180,470
|
|
|
121,949
|
|
|
32,986
|
|
|||
Provision for Income Taxes
|
38,871
|
|
|
9,020
|
|
|
663
|
|
|||
Income from Continuing Operations
|
141,599
|
|
|
112,929
|
|
|
32,323
|
|
|||
Income (loss) from Discontinued Operations, net of tax
|
297
|
|
|
(11,732
|
)
|
|
(1,635
|
)
|
|||
Net income
|
141,896
|
|
|
101,197
|
|
|
30,688
|
|
|||
Less: Net income attributable to noncontrolling interest
|
3,648
|
|
|
1,125
|
|
|
—
|
|
|||
Net income attributable to ARAMARK shareholder
|
$
|
138,248
|
|
|
$
|
100,072
|
|
|
$
|
30,688
|
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
||||||
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
141,896
|
|
|
$
|
101,197
|
|
|
$
|
30,688
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
529,213
|
|
|
516,290
|
|
|
508,875
|
|
|||
Income taxes deferred
|
(66,613
|
)
|
|
(39,890
|
)
|
|
(45,553
|
)
|
|||
Share-based compensation expense
|
15,678
|
|
|
17,317
|
|
|
21,300
|
|
|||
Loss on sale of Galls
|
—
|
|
|
11,998
|
|
|
—
|
|
|||
Changes in noncash working capital:
|
|
|
|
|
|
||||||
Receivables
|
(45,190
|
)
|
|
(111,862
|
)
|
|
(69,264
|
)
|
|||
Inventories
|
(50,324
|
)
|
|
(26,000
|
)
|
|
18,883
|
|
|||
Prepayments
|
38,267
|
|
|
(3,096
|
)
|
|
6,878
|
|
|||
Accounts payable
|
83,981
|
|
|
27,012
|
|
|
74,737
|
|
|||
Accrued expenses
|
39,043
|
|
|
20,881
|
|
|
70,105
|
|
|||
Net change in proceeds from sale of receivables
|
—
|
|
|
(220,855
|
)
|
|
(14,585
|
)
|
|||
Changes in other noncurrent liabilities
|
4,569
|
|
|
9,391
|
|
|
16,438
|
|
|||
Changes in other assets
|
40,552
|
|
|
11,188
|
|
|
(1,775
|
)
|
|||
Other operating activities
|
14,417
|
|
|
(8,885
|
)
|
|
17,283
|
|
|||
Net cash provided by operating activities
|
745,489
|
|
|
304,686
|
|
|
634,010
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment, client contract investments and other
|
(354,542
|
)
|
|
(293,776
|
)
|
|
(289,973
|
)
|
|||
Disposals of property and equipment
|
11,666
|
|
|
21,499
|
|
|
25,895
|
|
|||
Proceeds from divestitures
|
6,479
|
|
|
83,078
|
|
|
—
|
|
|||
Acquisition of certain businesses:
|
|
|
|
|
|
||||||
Working capital other than cash acquired
|
(8,415
|
)
|
|
5,128
|
|
|
45
|
|
|||
Property and equipment
|
(18,905
|
)
|
|
(6,386
|
)
|
|
(2,905
|
)
|
|||
Additions to goodwill, other intangible assets and other assets, net
|
(124,427
|
)
|
|
(155,697
|
)
|
|
(82,880
|
)
|
|||
Other investing activities
|
6,568
|
|
|
(16,993
|
)
|
|
(3,686
|
)
|
|||
Net cash used in investing activities
|
(481,576
|
)
|
|
(363,147
|
)
|
|
(353,504
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from long-term borrowings
|
3,449
|
|
|
22,252
|
|
|
11,519
|
|
|||
Payments of long-term borrowings
|
(288,940
|
)
|
|
(31,236
|
)
|
|
(334,823
|
)
|
|||
Net change in funding under the Receivables Facility
|
37,895
|
|
|
225,905
|
|
|
—
|
|
|||
Dividends/advances paid to Parent Company
|
(53,720
|
)
|
|
(132,900
|
)
|
|
—
|
|
|||
Net proceeds from sale of subsidiary shares to noncontrolling interest
|
—
|
|
|
48,369
|
|
|
—
|
|
|||
Proceeds from issuance of Parent Company common stock
|
11,258
|
|
|
4,593
|
|
|
3,273
|
|
|||
Repurchase of Parent Company common stock
|
(37,704
|
)
|
|
(16,149
|
)
|
|
(10,809
|
)
|
|||
Other financing activities
|
(12,785
|
)
|
|
(9,979
|
)
|
|
(13,381
|
)
|
|||
Net cash (used in) provided by financing activities
|
(340,547
|
)
|
|
110,855
|
|
|
(344,221
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
(76,634
|
)
|
|
52,394
|
|
|
(63,715
|
)
|
|||
Cash and cash equivalents, beginning of period
|
213,323
|
|
|
160,929
|
|
|
224,644
|
|
|||
Cash and cash equivalents, end of period
|
136,689
|
|
|
213,323
|
|
|
160,929
|
|
|||
Less: Cash and cash equivalents included in assets held for sale
|
—
|
|
|
—
|
|
|
663
|
|
|||
Cash and cash equivalents, end of period
|
$
|
136,689
|
|
|
$
|
213,323
|
|
|
$
|
160,266
|
|
|
Total
|
|
Total
ARAMARK Shareholder’s
Equity
|
|
Common
Stock |
|
Capital
Surplus |
|
Earnings
Retained for Use in the Business |
|
Accumulated
Other
Comprehensive
Loss |
|
Noncontrolling
Interest |
||||||||||||||
Balance, October 2, 2009
|
$
|
1,360,365
|
|
|
$
|
1,360,365
|
|
|
$
|
—
|
|
|
$
|
1,445,451
|
|
|
$
|
48,608
|
|
|
$
|
(133,694
|
)
|
|
$
|
—
|
|
Net income
|
30,688
|
|
|
30,688
|
|
|
|
|
|
|
30,688
|
|
|
|
|
|
|||||||||||
Pension plan adjustments (net of tax)
|
(12,304
|
)
|
|
(12,304
|
)
|
|
|
|
|
|
|
|
(12,304
|
)
|
|
|
|||||||||||
Foreign currency translation adjustments (net of tax)
|
2,220
|
|
|
2,220
|
|
|
|
|
|
|
|
|
2,220
|
|
|
|
|||||||||||
Change in fair value of cash flow hedges (net of tax)
|
15,252
|
|
|
15,252
|
|
|
|
|
|
|
|
|
15,252
|
|
|
|
|||||||||||
Capital contributions from issuance of Parent Company common stock
|
11,703
|
|
|
11,703
|
|
|
|
|
11,703
|
|
|
|
|
|
|
|
|||||||||||
Compensation expense related to stock incentive plans
|
21,300
|
|
|
21,300
|
|
|
|
|
21,300
|
|
|
|
|
|
|
|
|||||||||||
Tax benefits related to stock incentive plans
|
(104
|
)
|
|
(104
|
)
|
|
|
|
(104
|
)
|
|
|
|
|
|
|
|||||||||||
Increase in Parent Company common stock subject to repurchase obligation, net
|
(8,341
|
)
|
|
(8,341
|
)
|
|
|
|
(8,341
|
)
|
|
|
|
|
|
|
|||||||||||
Repurchases of Parent Company common stock
|
(23,822
|
)
|
|
(23,822
|
)
|
|
|
|
(23,822
|
)
|
|
|
|
|
|
|
|||||||||||
Balance, October 1, 2010
|
$
|
1,396,957
|
|
|
$
|
1,396,957
|
|
|
$
|
—
|
|
|
$
|
1,446,187
|
|
|
$
|
79,296
|
|
|
$
|
(128,526
|
)
|
|
$
|
—
|
|
Net income
|
101,197
|
|
|
100,072
|
|
|
|
|
|
|
100,072
|
|
|
|
|
1,125
|
|
||||||||||
Pension plan adjustments (net of tax)
|
(4,058
|
)
|
|
(4,058
|
)
|
|
|
|
|
|
|
|
(4,058
|
)
|
|
|
|||||||||||
Foreign currency translation adjustments (net of tax)
|
366
|
|
|
366
|
|
|
|
|
|
|
|
|
366
|
|
|
|
|||||||||||
Change in fair value of cash flow hedges (net of tax)
|
54,873
|
|
|
54,873
|
|
|
|
|
|
|
|
|
54,873
|
|
|
|
|||||||||||
Capital contributions from issuance of Parent Company common stock
|
25,252
|
|
|
25,252
|
|
|
|
|
25,252
|
|
|
|
|
|
|
|
|||||||||||
Compensation expense related to stock incentive plans
|
17,317
|
|
|
17,317
|
|
|
|
|
17,317
|
|
|
|
|
|
|
|
|||||||||||
Tax benefits related to stock incentive plans
|
651
|
|
|
651
|
|
|
|
|
651
|
|
|
|
|
|
|
|
|||||||||||
Decrease in Parent Company common stock subject to repurchase obligation, net
|
26,675
|
|
|
26,675
|
|
|
|
|
26,675
|
|
|
|
|
|
|
|
|||||||||||
Repurchases of Parent Company common stock
|
(40,756
|
)
|
|
(40,756
|
)
|
|
|
|
(40,756
|
)
|
|
|
|
|
|
|
|||||||||||
Dividends paid to Parent Company
|
(132,900
|
)
|
|
(132,900
|
)
|
|
|
|
|
|
(132,900
|
)
|
|
|
|
|
|||||||||||
Sale of subsidiary shares to noncontrolling interest
|
31,677
|
|
|
735
|
|
|
|
|
735
|
|
|
|
|
|
|
30,942
|
|
||||||||||
Distributions to noncontrolling interest
|
(288
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
(288
|
)
|
|||||||||||
Balance, September 30, 2011
|
$
|
1,476,963
|
|
|
$
|
1,445,184
|
|
|
$
|
—
|
|
|
$
|
1,476,061
|
|
|
$
|
46,468
|
|
|
$
|
(77,345
|
)
|
|
$
|
31,779
|
|
|
Total
|
|
Total
ARAMARK Shareholder’s
Equity
|
|
Common
Stock |
|
Capital
Surplus |
|
Earnings
Retained for Use in the Business |
|
Accumulated
Other
Comprehensive
Loss |
|
Noncontrolling
Interest |
||||||||||||||
Balance, September 30, 2011
|
$
|
1,476,963
|
|
|
$
|
1,445,184
|
|
|
$
|
—
|
|
|
$
|
1,476,061
|
|
|
$
|
46,468
|
|
|
$
|
(77,345
|
)
|
|
$
|
31,779
|
|
Net income
|
140,773
|
|
|
138,248
|
|
|
|
|
|
|
138,248
|
|
|
|
|
2,525
|
|
||||||||||
Pension plan adjustments (net of tax)
|
(16,208
|
)
|
|
(16,208
|
)
|
|
|
|
|
|
|
|
(16,208
|
)
|
|
|
|||||||||||
Foreign currency translation adjustments (net of tax)
|
(4,368
|
)
|
|
(4,368
|
)
|
|
|
|
|
|
|
|
(4,368
|
)
|
|
|
|||||||||||
Change in fair value of cash flow hedges (net of tax)
|
34,976
|
|
|
34,976
|
|
|
|
|
|
|
|
|
34,976
|
|
|
|
|||||||||||
Share of equity method investee's other comprehensive loss (net of tax)
|
(10,800
|
)
|
|
(10,800
|
)
|
|
|
|
|
|
|
|
(10,800
|
)
|
|
|
|||||||||||
Capital contributions from issuance of Parent Company common stock
|
31,636
|
|
|
31,636
|
|
|
|
|
31,636
|
|
|
|
|
|
|
|
|||||||||||
Compensation expense related to stock incentive plans
|
15,678
|
|
|
15,678
|
|
|
|
|
15,678
|
|
|
|
|
|
|
|
|||||||||||
Tax benefits related to stock incentive plans
|
4,539
|
|
|
4,539
|
|
|
|
|
4,539
|
|
|
|
|
|
|
|
|||||||||||
Increase in Parent Company common stock subject to repurchase obligation, net
|
(9,400
|
)
|
|
(9,400
|
)
|
|
|
|
(9,400
|
)
|
|
|
|
|
|
|
|||||||||||
Repurchases of Parent Company common stock
|
(67,273
|
)
|
|
(67,273
|
)
|
|
|
|
(67,273
|
)
|
|
|
|
|
|
|
|||||||||||
Dividends paid to Parent Company, net
|
(23,579
|
)
|
|
(23,579
|
)
|
|
|
|
|
|
(23,579
|
)
|
|
|
|
|
|||||||||||
Distributions to noncontrolling interest
|
(457
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
(457
|
)
|
|||||||||||
Balance, September 28, 2012
|
$
|
1,572,480
|
|
|
$
|
1,538,633
|
|
|
$
|
—
|
|
|
$
|
1,451,241
|
|
|
$
|
161,137
|
|
|
$
|
(73,745
|
)
|
|
$
|
33,847
|
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
||||||
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
||||||
Net income
|
$
|
141,896
|
|
|
$
|
101,197
|
|
|
$
|
30,688
|
|
Pension plan adjustments
|
(16,208
|
)
|
|
(4,058
|
)
|
|
(12,304
|
)
|
|||
Foreign currency translation adjustments
|
(4,368
|
)
|
|
366
|
|
|
2,220
|
|
|||
Fair value of cash flow hedges
|
34,976
|
|
|
54,873
|
|
|
15,252
|
|
|||
Share of equity investee's comprehensive loss
|
(10,800
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income
|
145,496
|
|
|
152,378
|
|
|
35,856
|
|
|||
Less: Net income attributable to noncontrolling interest
|
3,648
|
|
|
1,125
|
|
|
—
|
|
|||
Comprehensive income attributable to ARAMARK shareholder
|
$
|
141,848
|
|
|
$
|
151,253
|
|
|
$
|
35,856
|
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
||||||
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
||||||
Pension plan adjustments
|
$
|
8,646
|
|
|
$
|
2,207
|
|
|
$
|
6,620
|
|
Foreign currency translation adjustments
|
2,684
|
|
|
(5,515
|
)
|
|
(6,581
|
)
|
|||
Fair value of cash flow hedges
|
(22,197
|
)
|
|
(36,050
|
)
|
|
(9,838
|
)
|
|||
Share of equity investee's comprehensive loss
|
7,200
|
|
|
—
|
|
|
—
|
|
|
September 28, 2012
|
|
September 30, 2011
|
||||
Pension plan adjustments
|
$
|
(50,268
|
)
|
|
$
|
(34,060
|
)
|
Foreign currency translation adjustments
|
20,429
|
|
|
24,797
|
|
||
Fair value of cash flow hedges
|
(33,106
|
)
|
|
(68,082
|
)
|
||
Share of equity investee's Accumulated Other Comprehensive loss
|
(10,800
|
)
|
|
—
|
|
||
|
$
|
(73,745
|
)
|
|
$
|
(77,345
|
)
|
|
|
September 28, 2012
|
|
September 30, 2011
|
||
Food
|
|
39.5
|
%
|
|
38.7
|
%
|
Career apparel and linens
|
|
57.2
|
%
|
|
55.9
|
%
|
Parts, supplies and novelties
|
|
3.3
|
%
|
|
5.4
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
September 28, 2012
|
|
September 30, 2011
|
|
|
||||||
Current assets
|
$
|
433,584
|
|
|
$
|
402,381
|
|
|
|
||
Noncurrent assets
|
222,813
|
|
|
215,475
|
|
|
|
||||
Current liabilities
|
374,062
|
|
|
321,025
|
|
|
|
||||
Noncurrent liabilities
|
74,680
|
|
|
67,008
|
|
|
|
||||
|
|
|
|
|
|
||||||
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
||||||
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
||||||
Sales
|
$
|
1,916,620
|
|
|
$
|
1,772,143
|
|
|
$
|
1,589,709
|
|
Gross profit
|
222,033
|
|
|
222,970
|
|
|
198,980
|
|
|||
Net income
|
39,174
|
|
|
41,949
|
|
|
38,559
|
|
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
||||||
(dollars in millions)
|
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
||||||
Interest paid
|
|
$
|
368.9
|
|
|
$
|
386.4
|
|
|
$
|
409.3
|
|
Income taxes paid
|
|
$
|
82.5
|
|
|
$
|
64.9
|
|
|
$
|
34.8
|
|
•
|
During fiscal
2012
, fiscal
2011
and fiscal
2010
, the Company executed capital lease transactions. The present value of the future rental obligations was approximately
$17.0 million
,
$16.2 million
and
$3.2 million
for the respective periods, which is included in property and equipment and long-term borrowings.
|
•
|
During fiscal
2012
, fiscal
2011
and fiscal
2010
, approximately
$6.7 million
,
$4.8 million
and
$5.2 million
of common stock of the Parent Company was repurchased through the issuance of promissory notes, respectively.
|
•
|
During fiscal
2012
, fiscal
2011
and fiscal
2010
, cashless settlements of the exercise price and related employee minimum tax withholding liabilities of share-based payment awards were approximately
$27.0 million
,
$25.9 million
and
$9.6 million
, respectively.
|
•
|
During fiscal
2012
, the Company paid an advance to the Parent Company which was reduced by approximately
$30.1 million
attributable to the tax benefit related to interest on the Parent Company Notes (see Note 18).
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
||||||
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
||||||
Sales
|
$
|
—
|
|
|
$
|
162,294
|
|
|
$
|
152,611
|
|
Income (loss) before income taxes
|
491
|
|
|
441
|
|
|
(2,702
|
)
|
|||
Income tax provision (benefit)
|
194
|
|
|
175
|
|
|
(1,067
|
)
|
|||
|
297
|
|
|
266
|
|
|
(1,635
|
)
|
|||
Loss on sale, net of tax
|
—
|
|
|
(11,998
|
)
|
|
—
|
|
|||
Income (loss) from discontinued operations
|
$
|
297
|
|
|
$
|
(11,732
|
)
|
|
$
|
(1,635
|
)
|
Purchase consideration
|
$
|
154,154
|
|
Current assets
|
$
|
29,906
|
|
Current liabilities
|
(31,396
|
)
|
|
Property and equipment
|
3,736
|
|
|
Other intangible assets
|
42,800
|
|
|
Goodwill
|
126,757
|
|
|
Other assets
|
314
|
|
|
Long-term borrowings
|
(767
|
)
|
|
Deferred income taxes and other noncurrent liabilities
|
(17,196
|
)
|
|
|
$
|
154,154
|
|
Purchase consideration
|
$
|
74,335
|
|
Current assets
|
$
|
42,962
|
|
Current liabilities
|
(48,122
|
)
|
|
Property and equipment
|
1,005
|
|
|
Customer relationship assets
|
44,235
|
|
|
Goodwill
|
40,165
|
|
|
Other assets
|
956
|
|
|
Long-term borrowings
|
(77
|
)
|
|
Deferred income taxes and other noncurrent liabilities
|
(6,789
|
)
|
|
|
$
|
74,335
|
|
Segment
|
September 30, 2011
|
|
Acquisitions and
Divestitures |
|
Translation
|
|
September 28, 2012
|
||||||||
Food and Support Services—North America
|
$
|
3,613,370
|
|
|
$
|
87,734
|
|
|
$
|
33
|
|
|
$
|
3,701,137
|
|
Food and Support Services—International
|
453,996
|
|
|
—
|
|
|
556
|
|
|
454,552
|
|
||||
Uniform and Career Apparel
|
573,240
|
|
|
545
|
|
|
—
|
|
|
573,785
|
|
||||
|
$
|
4,640,606
|
|
|
$
|
88,279
|
|
|
$
|
589
|
|
|
$
|
4,729,474
|
|
|
September 28, 2012
|
|
September 30, 2011
|
||||||||||||||||||||
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||||||||
Customer relationship assets
|
$
|
1,897,933
|
|
|
$
|
(1,064,492
|
)
|
|
$
|
833,441
|
|
|
$
|
1,852,531
|
|
|
$
|
(865,524
|
)
|
|
$
|
987,007
|
|
Trade names
|
763,127
|
|
|
(1,419
|
)
|
|
761,708
|
|
|
761,919
|
|
|
(509
|
)
|
|
761,410
|
|
||||||
|
$
|
2,661,060
|
|
|
$
|
(1,065,911
|
)
|
|
$
|
1,595,149
|
|
|
$
|
2,614,450
|
|
|
$
|
(866,033
|
)
|
|
$
|
1,748,417
|
|
2013
|
$
|
191,776
|
|
2014
|
$
|
156,771
|
|
2015
|
$
|
132,642
|
|
2016
|
$
|
95,788
|
|
2017
|
$
|
71,797
|
|
|
|
September 28,
2012 |
|
September 30,
2011 |
||||
Senior secured revolving credit facility
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior secured term loan facility (un-extended)
|
|
650,913
|
|
|
1,886,848
|
|
||
Senior secured term loan facility (extended)
|
|
2,637,920
|
|
|
1,407,440
|
|
||
8.50% senior notes, due February 2015
|
|
1,280,000
|
|
|
1,280,000
|
|
||
Senior floating rate notes, due February 2015
|
|
500,000
|
|
|
500,000
|
|
||
5.00% senior notes, due June 2012
|
|
—
|
|
|
246,287
|
|
||
Receivables Facility, due January 2015
|
|
263,800
|
|
|
225,905
|
|
||
Capital leases
|
|
49,584
|
|
|
45,696
|
|
||
Other
|
|
31,064
|
|
|
45,502
|
|
||
|
|
5,413,281
|
|
|
5,637,678
|
|
||
Less—current portion
|
|
(37,462
|
)
|
|
(49,064
|
)
|
||
|
|
$
|
5,375,819
|
|
|
$
|
5,588,614
|
|
•
|
A revolving credit facility available for loans in U.S. dollars to the Company with aggregate commitments of
$500 million
;
|
•
|
A revolving credit facility available for loans in sterling or U.S. dollars to the Company or a U.K. subsidiary with aggregate commitments of
$40 million
;
|
•
|
A revolving credit facility available for loans in Euros or U.S. dollars to the Company or an Irish subsidiary with aggregate commitments of
$20 million
;
|
•
|
A revolving credit facility available for loans in Euros or U.S. dollars to the Company or German subsidiaries with aggregate commitments of
$30 million
; and
|
•
|
A revolving credit facility available for loans in Canadian dollars or U.S. dollars to the Company or a Canadian subsidiary with aggregate commitments of
$75 million
.
|
•
|
A U.S. dollar denominated term loan to the Company in the amount of
$3,547 million
(
$475.6 million
(un-extended) and
$2,265.5 million
(extended));
|
•
|
A yen denominated term loan to the Company in the amount of
¥5,422 million
(
¥5,110.3 million
(extended));
|
•
|
A U.S. dollar denominated term loan to a Canadian subsidiary in the amount of
$170 million
(
$85.2 million
(un-extended) and
$75.5 million
(extended));
|
•
|
A Euro denominated term loan to an Irish subsidiary in an amount of
€44 million
(
€11.1 million
(un-extended) and
€30.4 million
(extended));
|
•
|
A sterling denominated term loan to a U.K. subsidiary in an amount of
£122 million
(
£32.7 million
(un-extended) and
£82.3 million
(extended)); and
|
•
|
A Euro denominated term loan to German subsidiaries in the amount of
€70 million
(
€17.9 million
(un-extended) and
€46.1 million
(extended)).
|
2013
|
$
|
37,462
|
|
2014
|
$
|
682,846
|
|
2015
|
$
|
2,081,714
|
|
2016
|
$
|
2,600,283
|
|
2017
|
$
|
4,679
|
|
Thereafter
|
$
|
6,297
|
|
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
||||||
|
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
||||||
Interest expense
|
|
$
|
404,033
|
|
|
$
|
442,392
|
|
|
$
|
449,002
|
|
Interest income
|
|
(5,477
|
)
|
|
(18,653
|
)
|
|
(7,318
|
)
|
|||
Other financing costs
|
|
3,201
|
|
|
2,523
|
|
|
2,826
|
|
|||
Total
|
|
$
|
401,757
|
|
|
$
|
426,262
|
|
|
$
|
444,510
|
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
||||||
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
||||||
Interest rate swap agreements
|
$
|
28,147
|
|
|
$
|
58,082
|
|
|
$
|
13,749
|
|
Cross currency swap agreements
|
5,580
|
|
|
(1,956
|
)
|
|
(224
|
)
|
|||
Natural gas hedge agreements
|
113
|
|
|
(21
|
)
|
|
536
|
|
|||
Gasoline and diesel fuel agreements
|
—
|
|
|
(1,232
|
)
|
|
1,191
|
|
|||
|
$
|
33,840
|
|
|
$
|
54,873
|
|
|
$
|
15,252
|
|
|
|
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
||||||
|
|
Account
|
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
||||||
Designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swap agreements
|
|
Interest Expense
|
|
$
|
66,260
|
|
|
$
|
123,739
|
|
|
$
|
132,787
|
|
Cross currency swap agreements
|
|
Interest Expense
|
|
8,077
|
|
|
8,960
|
|
|
11,763
|
|
|||
Natural gas hedge agreements
|
|
Cost of services provided
|
|
396
|
|
|
158
|
|
|
1,961
|
|
|||
Gasoline and diesel fuel agreements
|
|
Cost of services provided
|
|
—
|
|
|
(2,289
|
)
|
|
2,192
|
|
|||
|
|
|
|
$
|
74,733
|
|
|
$
|
130,568
|
|
|
$
|
148,703
|
|
Not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Gasoline and diesel fuel agreements
|
|
Cost of services provided
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward exchange contracts
|
|
Interest Expense
|
|
(265
|
)
|
|
(1,586
|
)
|
|
(5,812
|
)
|
|||
|
|
|
|
(241
|
)
|
|
(1,586
|
)
|
|
(5,812
|
)
|
|||
|
|
|
|
$
|
74,492
|
|
|
$
|
128,982
|
|
|
$
|
142,891
|
|
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
||||||
|
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
||||||
Service cost
|
|
$
|
9,961
|
|
|
$
|
10,310
|
|
|
$
|
8,308
|
|
Interest cost
|
|
13,001
|
|
|
13,086
|
|
|
11,769
|
|
|||
Expected return on plan assets
|
|
(12,521
|
)
|
|
(12,738
|
)
|
|
(10,577
|
)
|
|||
Settlements
|
|
467
|
|
|
704
|
|
|
1,066
|
|
|||
Amortization of prior service cost
|
|
6
|
|
|
6
|
|
|
6
|
|
|||
Recognized net (gain) loss
|
|
2,392
|
|
|
1,608
|
|
|
1,234
|
|
|||
Net periodic pension cost
|
|
$
|
13,306
|
|
|
$
|
12,976
|
|
|
$
|
11,806
|
|
Change in benefit obligation:
|
|
September 28, 2012
|
|
September 30, 2011
|
||||
Benefit obligation, beginning
|
|
$
|
244,754
|
|
|
$
|
239,103
|
|
Foreign currency translation
|
|
14,056
|
|
|
(6,426
|
)
|
||
Service cost
|
|
9,961
|
|
|
10,310
|
|
||
Interest cost
|
|
13,001
|
|
|
13,086
|
|
||
Employee contributions
|
|
3,565
|
|
|
3,619
|
|
||
Actuarial loss (gain)
|
|
34,227
|
|
|
(4,532
|
)
|
||
Benefits paid
|
|
(11,699
|
)
|
|
(8,151
|
)
|
||
Settlements and curtailments
|
|
(1,055
|
)
|
|
(2,255
|
)
|
||
Benefit obligation, end
|
|
$
|
306,810
|
|
|
$
|
244,754
|
|
|
|
|
|
|
||||
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets, beginning
|
|
$
|
178,587
|
|
|
$
|
175,943
|
|
Foreign currency translation
|
|
9,866
|
|
|
(4,350
|
)
|
||
Employer contributions
|
|
20,558
|
|
|
16,375
|
|
||
Employee contributions
|
|
3,565
|
|
|
3,619
|
|
||
Actual return on plan assets
|
|
22,601
|
|
|
(2,594
|
)
|
||
Benefits paid
|
|
(11,699
|
)
|
|
(8,151
|
)
|
||
Settlements
|
|
(1,206
|
)
|
|
(2,255
|
)
|
||
Fair value of plan assets, end
|
|
$
|
222,272
|
|
|
$
|
178,587
|
|
|
|
|
|
|
||||
Funded Status at end of year
|
|
$
|
(84,538
|
)
|
|
$
|
(66,167
|
)
|
|
|
September 28, 2012
|
|
September 30, 2011
|
||||
Current benefit liability (included in Accrued expenses and other current liabilities)
|
|
$
|
(484
|
)
|
|
$
|
(188
|
)
|
Noncurrent benefit liability (included in Other Noncurrent Liabilities)
|
|
$
|
(84,054
|
)
|
|
$
|
(65,979
|
)
|
Net actuarial loss (gain) (included in Accumulated other comprehensive (income) loss before taxes)
|
|
$
|
77,391
|
|
|
$
|
52,526
|
|
Prior service cost (included in Accumulated other comprehensive (income) loss before taxes)
|
|
$
|
52
|
|
|
$
|
63
|
|
|
|
September 28, 2012
|
|
September 30, 2011
|
||
Discount rate
|
|
5.0
|
%
|
|
5.2
|
%
|
Rate of compensation increase
|
|
3.5
|
%
|
|
3.5
|
%
|
Long-term rate of return on assets
|
|
6.6
|
%
|
|
6.8
|
%
|
|
|
September 28, 2012
|
|
September 30, 2011
|
||
Discount rate
|
|
4.2
|
%
|
|
5.0
|
%
|
Rate of compensation increase
|
|
3.4
|
%
|
|
3.5
|
%
|
|
|
September 28, 2012
|
|
September 30, 2011
|
||||
Projected benefit obligation
|
|
$
|
302,072
|
|
|
$
|
244,754
|
|
Accumulated benefit obligation
|
|
274,701
|
|
|
205,537
|
|
||
Fair value of plan assets
|
|
217,044
|
|
|
178,587
|
|
|
|
September 28, 2012
|
|
Quoted prices in
active markets
Level 1
|
|
Significant other
observable inputs
Level 2
|
|
Significant
unobservable inputs
Level 3
|
||||||||
Cash and cash equivalents and other
|
|
$
|
2,042
|
|
|
$
|
2,042
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment funds:
|
|
|
|
|
|
|
|
|
||||||||
Pooled funds—equity
|
|
141,784
|
|
|
—
|
|
|
141,784
|
|
|
—
|
|
||||
Pooled funds—fixed income
|
|
78,446
|
|
|
—
|
|
|
78,446
|
|
|
—
|
|
||||
Total
|
|
$
|
222,272
|
|
|
$
|
2,042
|
|
|
$
|
220,230
|
|
|
$
|
—
|
|
|
|
September 30, 2011
|
|
Quoted prices in
active markets
Level 1
|
|
Significant other
observable inputs
Level 2
|
|
Significant
unobservable inputs
Level 3
|
||||||||
Cash and cash equivalents and other
|
|
$
|
1,610
|
|
|
$
|
1,610
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment funds:
|
|
|
|
|
|
|
|
|
||||||||
Pooled funds—equity
|
|
104,168
|
|
|
—
|
|
|
104,168
|
|
|
—
|
|
||||
Pooled funds—fixed income
|
|
72,809
|
|
|
—
|
|
|
72,809
|
|
|
—
|
|
||||
Total
|
|
$
|
178,587
|
|
|
$
|
1,610
|
|
|
$
|
176,977
|
|
|
$
|
—
|
|
|
|
||
Fiscal 2013
|
$
|
11,683
|
|
Fiscal 2014
|
$
|
11,141
|
|
Fiscal 2015
|
$
|
10,850
|
|
Fiscal 2016
|
$
|
11,313
|
|
Fiscal 2017
|
$
|
11,890
|
|
Fiscal 2018 – 2022
|
$
|
64,349
|
|
Pension
Fund
|
EIN/Pension
Plan Number
|
Pension Protection
Act Zone Status
|
FIP/RP Status Pending/ Implemented
|
Contributions by the Company
(in thousands)
|
|
Range of Expiration Dates of CBAs
|
|||||||||
2012
|
2011
|
2012
|
2011
|
2010
|
Surcharge
Imposed
|
||||||||||
National Retirement Fund
|
13-6130178/ 001
|
Red
|
Red
|
Implemented
|
$
|
4,868
|
|
$
|
5,367
|
|
$
|
5,672
|
|
No
|
5/31/2010- 11/30/2014
|
Service Employees Pension Fund of Upstate New York (1)
|
16-0908576/ 001
|
Red
|
Red
|
Implemented
|
247
|
|
385
|
|
277
|
|
No
|
9/30/2014- 6/30/2015
|
|||
Local 1102 Retirement Trust (2)
|
13-1847329/ 001
|
Red
|
Red
|
Implemented
|
201
|
|
232
|
|
211
|
|
No
|
6/30/2013- 6/30/2015
|
|||
Central States SE and SW Areas Pension Plan
|
36-6044243/ 001
|
Red
|
Red
|
Implemented
|
3,164
|
|
2,869
|
|
2,758
|
|
No
|
1/31/2007- 11/26/2015
|
|||
Pension Plan for Hospital & Health Care Employees Philadelphia & Vicinity
|
23-2627428/ 001
|
Red
|
Red
|
Implemented
|
154
|
|
122
|
|
240
|
|
No
|
1/31/2013
|
|||
Richmond Teamsters and Industry Pension Fund (3)
|
54-6056180/ 001
|
Green
|
Green
|
N/A
|
121
|
|
109
|
|
98
|
|
No
|
1/26/2016
|
|||
Other funds
|
|
|
|
|
13,546
|
|
12,785
|
|
11,629
|
|
|
|
|||
Total contributions
|
|
|
|
|
$
|
22,301
|
|
$
|
21,869
|
|
$
|
20,885
|
|
|
|
(1)
|
Over 60% of the Company's participants in this fund are covered by a single CBA that expires on 6/30/2015.
|
(2)
|
Over 90% of the Company's participants in this fund are covered by a single CBA that expires on 6/30/2015.
|
(3)
|
The Company is one of two participants in this fund along with Hostess Brands Inc., which is currently in bankruptcy.
Additionally, the fund has informed the Company that the fund exercised an automatic 5-year amortization extension that affected the calculation of the fund's PPA zone status.
|
Pension
Fund |
|
Contributions to the plan exceeded more than 5% of total contributions (as of the plan's year-end)
|
Local 1102 Retirement Trust
|
|
12/31/ 2011 and 12/31/2010
|
Service Employees Pension Fund of Upstate New York
|
|
12/31/ 2011 and 12/31/2010
|
Richmond Teamsters and Industry Pension Fund
|
|
2/28/2011 and 2/28/2010
|
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
||||||
|
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
||||||
United States
|
|
$
|
90,000
|
|
|
$
|
9,818
|
|
|
$
|
(63,122
|
)
|
Non-U.S.
|
|
90,470
|
|
|
112,131
|
|
|
96,108
|
|
|||
|
|
$
|
180,470
|
|
|
$
|
121,949
|
|
|
$
|
32,986
|
|
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
||||||
|
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
63,856
|
|
|
$
|
7,244
|
|
|
$
|
10,722
|
|
State and local
|
|
9,327
|
|
|
9,511
|
|
|
8,325
|
|
|||
Non-U.S.
|
|
32,301
|
|
|
34,356
|
|
|
29,037
|
|
|||
|
|
$
|
105,484
|
|
|
$
|
51,111
|
|
|
$
|
48,084
|
|
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(42,515
|
)
|
|
$
|
(22,885
|
)
|
|
$
|
(31,125
|
)
|
State and local
|
|
(11,189
|
)
|
|
(8,946
|
)
|
|
(9,300
|
)
|
|||
Non-U.S.
|
|
(12,909
|
)
|
|
(10,260
|
)
|
|
(6,996
|
)
|
|||
|
|
(66,613
|
)
|
|
(42,091
|
)
|
|
(47,421
|
)
|
|||
|
|
$
|
38,871
|
|
|
$
|
9,020
|
|
|
$
|
663
|
|
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|||
|
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
|||
United States statutory income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) in taxes, resulting from:
|
|
|
|
|
|
|
|||
State income taxes, net of Federal tax benefit
|
|
1.1
|
|
|
2.2
|
|
|
(2.7
|
)
|
Foreign taxes
|
|
(7.7
|
)
|
|
(8.4
|
)
|
|
(24.2
|
)
|
Permanent book/tax differences
|
|
(0.4
|
)
|
|
1.0
|
|
|
2.2
|
|
Uncertain tax positions
|
|
(1.6
|
)
|
|
(13.9
|
)
|
|
7.2
|
|
Tax credits & other
|
|
(4.9
|
)
|
|
(8.5
|
)
|
|
(15.5
|
)
|
Effective income tax rate
|
|
21.5
|
%
|
|
7.4
|
%
|
|
2.0
|
%
|
|
|
September 28, 2012
|
|
September 30, 2011
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Property and equipment
|
|
$
|
82,627
|
|
|
$
|
82,168
|
|
Investments
|
|
95,445
|
|
|
92,802
|
|
||
Other intangible assets, including goodwill
|
|
717,583
|
|
|
742,474
|
|
||
Other
|
|
13,095
|
|
|
10,988
|
|
||
Gross deferred tax liability
|
|
908,750
|
|
|
928,432
|
|
||
Deferred tax assets:
|
|
|
|
|
||||
Insurance
|
|
41,443
|
|
|
38,927
|
|
||
Employee compensation and benefits
|
|
214,847
|
|
|
190,106
|
|
||
Accruals and allowances
|
|
43,781
|
|
|
32,313
|
|
||
Derivatives
|
|
31,879
|
|
|
56,207
|
|
||
Net operating loss/credit carryforwards and other
|
|
37,509
|
|
|
9,287
|
|
||
Gross deferred tax asset, before valuation allowances
|
|
369,459
|
|
|
326,840
|
|
||
Valuation allowances
|
|
(15,187
|
)
|
|
(10,426
|
)
|
||
Net deferred tax liability
|
|
$
|
554,478
|
|
|
$
|
612,018
|
|
|
September 28, 2012
|
||
Gross unrecognized tax benefits at September 30, 2011
|
$
|
34,040
|
|
Additions based on tax positions taken in the current year
|
2,304
|
|
|
Reductions for tax positions taken in prior years
|
(254
|
)
|
|
Reductions for remeasurements, settlements and payments
|
(3,306
|
)
|
|
Reductions due to statute expiration
|
(807
|
)
|
|
|
|
||
Gross unrecognized tax benefits at September 28, 2012
|
$
|
31,977
|
|
|
|
||
|
|
||
|
September 30, 2011
|
||
Gross unrecognized tax benefits at October 1, 2010
|
$
|
49,274
|
|
Additions based on tax positions taken in the current year
|
3,353
|
|
|
Additions for tax positions taken in prior years
|
1,312
|
|
|
Reductions for remeasurements, settlements and payments
|
(19,331
|
)
|
|
Reductions due to statute expiration
|
(568
|
)
|
|
|
|
||
Gross unrecognized tax benefits at September 30, 2011
|
$
|
34,040
|
|
|
|
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
Expected volatility
|
|
30%
|
|
30%
|
|
30%
|
Expected dividend yield
|
|
0%
|
|
0%
|
|
0%
|
Expected life (in years)
|
|
6.25
|
|
6.25
|
|
6.25
|
Risk-free interest rate
|
|
1.04% - 1.61%
|
|
1.41% - 2.86%
|
|
2.04% - 3.31%
|
Options
|
Shares
(000s) |
|
Weighted-
Average Exercise Price |
|
Aggregate Intrinsic Value ($000s)
|
|
Weighted-Average Remaining Term (Years)
|
|||||
Outstanding at September 30, 2011
|
15,982
|
|
|
$
|
8.73
|
|
|
|
|
|
||
Granted
|
2,699
|
|
|
$
|
14.17
|
|
|
|
|
|
||
Exercised
|
(2,195
|
)
|
|
$
|
7.52
|
|
|
|
|
|
||
Forfeited and expired
|
(775
|
)
|
|
$
|
11.45
|
|
|
|
|
|
||
Outstanding at September 28, 2012
|
15,711
|
|
|
$
|
9.70
|
|
|
$
|
85,945
|
|
|
6.5
|
Exercisable at September 28, 2012
|
10,025
|
|
|
$
|
7.98
|
|
|
$
|
72,062
|
|
|
5.2
|
Expected to vest at September 28, 2012
|
5,093
|
|
|
$
|
12.63
|
|
|
$
|
12,948
|
|
|
8.6
|
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
Expected volatility
|
|
30%
|
|
30%
|
|
30%
|
Expected dividend yield
|
|
0%
|
|
0%
|
|
0%
|
Expected life (in years)
|
|
5.0 - 6.0
|
|
5.5 - 7.0
|
|
5.5 - 7.0
|
Risk-free interest rate
|
|
0.73% - 1.04%
|
|
1.43% - 2.86%
|
|
1.41% - 3.31%
|
Options
|
Shares
(000s) |
|
Weighted-
Average Exercise Price |
|
Aggregate Intrinsic Value ($000s)
|
|
Weighted-Average Remaining Term (Years)
|
|||||
Outstanding at September 30, 2011
|
16,051
|
|
|
$
|
8.73
|
|
|
|
|
|
||
Granted
|
2,699
|
|
|
$
|
14.17
|
|
|
|
|
|
||
Exercised
|
(1,045
|
)
|
|
$
|
7.25
|
|
|
|
|
|
||
Forfeited and expired
|
(1,776
|
)
|
|
$
|
9.41
|
|
|
|
|
|
||
Outstanding at September 28, 2012
|
15,929
|
|
|
$
|
9.68
|
|
|
$
|
87,487
|
|
|
6.4
|
Exercisable at September 28, 2012
|
5,391
|
|
|
$
|
8.12
|
|
|
$
|
38,019
|
|
|
5.3
|
Expected to vest at September 28, 2012
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
0
|
|
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
|
September 28, 2012
|
|
September 30, 2011
|
Expected volatility
|
|
30%
|
|
30%
|
Expected dividend yield
|
|
0%
|
|
0%
|
Expected life (in years)
|
|
2.5
|
|
2.5
|
Risk-free interest rate
|
|
0.24% - 0.31%
|
|
0.33% - 0.68%
|
Options
|
Shares
(000s) |
|
Weighted-
Average Exercise Price |
|
Aggregate Intrinsic Value ($000s)
|
|
Weighted-Average Remaining Term (Years)
|
|||||
Outstanding at September 30, 2011
|
977
|
|
|
$
|
12.69
|
|
|
|
|
|
||
Granted
|
920
|
|
|
$
|
14.67
|
|
|
|
|
|
||
Exercised
|
(216
|
)
|
|
$
|
13.86
|
|
|
|
|
|
||
Forfeited and expired
|
(278
|
)
|
|
$
|
12.69
|
|
|
|
|
|
||
Outstanding at September 28, 2012
|
1,403
|
|
|
$
|
13.81
|
|
|
$
|
1,911
|
|
|
3.7
|
Exercisable at September 28, 2012
|
63
|
|
|
$
|
14.46
|
|
|
$
|
45
|
|
|
.5
|
Expected to vest at September 28, 2012
|
1,207
|
|
|
$
|
13.65
|
|
|
$
|
1,838
|
|
|
9.2
|
Fiscal Year
|
|
||
2013
|
$
|
205,009
|
|
2014
|
89,041
|
|
|
2015
|
74,857
|
|
|
2016
|
60,473
|
|
|
2017
|
51,664
|
|
|
Subsequent years
|
102,024
|
|
|
|
|
||
Total minimum rental obligations
|
$
|
583,068
|
|
|
|
2012
|
|
Quarter
Ended December 30, 2011 |
|
Quarter
Ended March 30, 2012 |
|
Quarter
Ended June 29, 2012 |
|
Quarter
Ended September 28, 2012 |
|
Fiscal Year
Ended September 28, 2012 |
||||||||||
Sales
|
|
$
|
3,422,612
|
|
|
$
|
3,345,560
|
|
|
$
|
3,336,094
|
|
|
$
|
3,401,160
|
|
|
$
|
13,505,426
|
|
Cost of services provided
|
|
3,075,706
|
|
|
3,028,661
|
|
|
3,036,522
|
|
|
3,050,530
|
|
|
12,191,419
|
|
|||||
Income from Continuing Operations
|
|
39,119
|
|
|
10,952
|
|
|
23,222
|
|
|
68,306
|
|
|
141,599
|
|
|||||
Income from Discontinued Operations, net of tax
|
|
297
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
297
|
|
|||||
Net income
|
|
39,416
|
|
|
10,952
|
|
|
23,222
|
|
|
68,306
|
|
|
141,896
|
|
|||||
Net income attributable to ARAMARK shareholder
|
|
38,676
|
|
|
9,888
|
|
|
22,582
|
|
|
67,102
|
|
|
138,248
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2011
|
|
Quarter
Ended December 31, 2010 |
|
Quarter
Ended April 1, 2011 |
|
Quarter
Ended July 1, 2011 |
|
Quarter
Ended September 30, 2011 |
|
Fiscal Year
Ended September 30, 2011 |
||||||||||
Sales
|
|
$
|
3,284,506
|
|
|
$
|
3,220,260
|
|
|
$
|
3,285,713
|
|
|
$
|
3,291,898
|
|
|
$
|
13,082,377
|
|
Cost of services provided
|
|
2,949,250
|
|
|
2,925,135
|
|
|
2,998,490
|
|
|
2,963,905
|
|
|
11,836,780
|
|
|||||
Income from Continuing Operations
|
|
38,446
|
|
|
19,998
|
|
|
160
|
|
|
54,325
|
|
|
112,929
|
|
|||||
Income (loss) from Discontinued Operations, net of tax
|
|
(45
|
)
|
|
392
|
|
|
(307
|
)
|
|
(11,772
|
)
|
|
(11,732
|
)
|
|||||
Net income (loss)
|
|
38,401
|
|
|
20,390
|
|
|
(147
|
)
|
|
42,553
|
|
|
101,197
|
|
|||||
Net income (loss) attributable to ARAMARK shareholder
|
|
38,401
|
|
|
20,390
|
|
|
(512
|
)
|
|
41,793
|
|
|
100,072
|
|
|
Sales
|
||||||||||
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
||||||
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
||||||
Food and Support Services—North America
|
$
|
9,413.2
|
|
|
$
|
9,019.0
|
|
|
$
|
8,654.7
|
|
Food and Support Services—International
|
2,729.5
|
|
|
2,723.3
|
|
|
2,437.7
|
|
|||
Uniform and Career Apparel
|
1,362.7
|
|
|
1,340.1
|
|
|
1,326.7
|
|
|||
|
$
|
13,505.4
|
|
|
$
|
13,082.4
|
|
|
$
|
12,419.1
|
|
|
Operating Income
|
||||||||||
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
||||||
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
||||||
Food and Support Services—North America
|
$
|
425.6
|
|
|
$
|
400.5
|
|
|
$
|
350.6
|
|
Food and Support Services—International
|
89.9
|
|
|
79.9
|
|
|
75.3
|
|
|||
Uniform and Career Apparel
|
118.1
|
|
|
117.3
|
|
|
102.7
|
|
|||
|
633.6
|
|
|
597.7
|
|
|
528.6
|
|
|||
Corporate
|
(51.4
|
)
|
|
(49.5
|
)
|
|
(51.1
|
)
|
|||
Operating Income
|
582.2
|
|
|
548.2
|
|
|
477.5
|
|
|||
Interest and other financing costs, net
|
(401.7
|
)
|
|
(426.3
|
)
|
|
(444.5
|
)
|
|||
Income from Continuing Operations Before Income Taxes
|
$
|
180.5
|
|
|
$
|
121.9
|
|
|
$
|
33.0
|
|
|
Depreciation and Amortization
|
||||||||||
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
||||||
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
||||||
Food and Support Services—North America
|
$
|
364.7
|
|
|
$
|
341.9
|
|
|
$
|
334.3
|
|
Food and Support Services—International
|
61.0
|
|
|
62.6
|
|
|
60.2
|
|
|||
Uniform and Career Apparel
|
102.6
|
|
|
105.1
|
|
|
107.5
|
|
|||
Corporate
|
0.9
|
|
|
0.9
|
|
|
0.9
|
|
|||
|
$
|
529.2
|
|
|
$
|
510.5
|
|
|
$
|
502.9
|
|
|
Capital Expenditures and
Client Contract Investments and Other*
|
||||||||||
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
||||||
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
||||||
Food and Support Services—North America
|
$
|
281.0
|
|
|
$
|
207.9
|
|
|
$
|
212.8
|
|
Food and Support Services—International
|
51.9
|
|
|
58.6
|
|
|
46.8
|
|
|||
Uniform and Career Apparel
|
40.5
|
|
|
33.3
|
|
|
33.3
|
|
|||
Corporate
|
—
|
|
|
0.4
|
|
|
—
|
|
|||
|
$
|
373.4
|
|
|
$
|
300.2
|
|
|
$
|
292.9
|
|
*
|
Includes amounts acquired in business combinations
|
|
Identifiable Assets
|
||||||
|
September 28, 2012
|
|
September 30, 2011
|
||||
Food and Support Services—North America
|
$
|
7,120.8
|
|
|
$
|
7,234.2
|
|
Food and Support Services—International
|
1,527.7
|
|
|
1,524.8
|
|
||
Uniform and Career Apparel
|
1,681.7
|
|
|
1,672.8
|
|
||
Corporate
|
146.1
|
|
|
77.8
|
|
||
|
$
|
10,476.3
|
|
|
$
|
10,509.6
|
|
|
Sales
|
||||||||||
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
|
Fiscal Year
Ended |
||||||
|
September 28, 2012
|
|
September 30, 2011
|
|
October 1, 2010
|
||||||
United States
|
$
|
9,729.6
|
|
|
$
|
9,369.6
|
|
|
$
|
9,078.2
|
|
Foreign
|
3,775.8
|
|
|
3,712.8
|
|
|
3,340.9
|
|
|||
|
$
|
13,505.4
|
|
|
$
|
13,082.4
|
|
|
$
|
12,419.1
|
|
•
|
Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets
|
•
|
Level 2—inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument
|
|
Common Stock
Subject to Repurchase |
||
Balance, September 30, 2011
|
$
|
158,061
|
|
Issuances of Parent Company common stock
|
8,098
|
|
|
Repurchases of Parent Company common stock
|
(27,293
|
)
|
|
Change in fair market value of Parent Company common stock
|
28,595
|
|
|
Balance, September 28, 2012
|
$
|
167,461
|
|
|
ARAMARK
Corporation |
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
27.4
|
|
|
$
|
41.6
|
|
|
$
|
67.7
|
|
|
$
|
—
|
|
|
$
|
136.7
|
|
Receivables
|
2.7
|
|
|
221.3
|
|
|
1,092.0
|
|
|
—
|
|
|
1,316.0
|
|
|||||
Inventories, at lower of cost or market
|
15.9
|
|
|
405.6
|
|
|
86.9
|
|
|
—
|
|
|
508.4
|
|
|||||
Prepayments and other current assets
|
5.2
|
|
|
122.5
|
|
|
72.4
|
|
|
—
|
|
|
200.1
|
|
|||||
Total current assets
|
51.2
|
|
|
791.0
|
|
|
1,319.0
|
|
|
—
|
|
|
2,161.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Property and Equipment, net
|
33.8
|
|
|
764.1
|
|
|
202.7
|
|
|
—
|
|
|
1,000.6
|
|
|||||
Goodwill
|
173.1
|
|
|
3,765.4
|
|
|
791.0
|
|
|
—
|
|
|
4,729.5
|
|
|||||
Investment in and Advances to Subsidiaries
|
6,578.2
|
|
|
389.9
|
|
|
139.2
|
|
|
(7,107.3
|
)
|
|
—
|
|
|||||
Other Intangible Assets
|
42.0
|
|
|
1,300.0
|
|
|
253.1
|
|
|
—
|
|
|
1,595.1
|
|
|||||
Other Assets
|
64.2
|
|
|
602.7
|
|
|
325.0
|
|
|
(2.0
|
)
|
|
989.9
|
|
|||||
|
$
|
6,942.5
|
|
|
$
|
7,613.1
|
|
|
$
|
3,030.0
|
|
|
$
|
(7,109.3
|
)
|
|
$
|
10,476.3
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current maturities of long-term borrowings
|
$
|
0.7
|
|
|
$
|
11.3
|
|
|
$
|
25.5
|
|
|
$
|
—
|
|
|
$
|
37.5
|
|
Accounts payable
|
148.6
|
|
|
376.0
|
|
|
348.7
|
|
|
—
|
|
|
873.3
|
|
|||||
Accrued expenses and other liabilities
|
146.1
|
|
|
788.8
|
|
|
296.7
|
|
|
0.1
|
|
|
1,231.7
|
|
|||||
Total current liabilities
|
295.4
|
|
|
1,176.1
|
|
|
670.9
|
|
|
0.1
|
|
|
2,142.5
|
|
|||||
Long-term Borrowings
|
4,586.0
|
|
|
38.3
|
|
|
751.5
|
|
|
—
|
|
|
5,375.8
|
|
|||||
Deferred Income Taxes and Other Noncurrent Liabilities
|
355.0
|
|
|
644.2
|
|
|
218.9
|
|
|
—
|
|
|
1,218.1
|
|
|||||
Intercompany Payable
|
—
|
|
|
5,301.8
|
|
|
1,072.4
|
|
|
(6,374.2
|
)
|
|
—
|
|
|||||
Common Stock Subject to Repurchase
|
167.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167.5
|
|
|||||
Total Equity
|
1,538.6
|
|
|
452.7
|
|
|
316.3
|
|
|
(735.2
|
)
|
|
1,572.4
|
|
|||||
|
$
|
6,942.5
|
|
|
$
|
7,613.1
|
|
|
$
|
3,030.0
|
|
|
$
|
(7,109.3
|
)
|
|
$
|
10,476.3
|
|
|
ARAMARK
Corporation |
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
137.4
|
|
|
$
|
32.2
|
|
|
$
|
43.7
|
|
|
$
|
—
|
|
|
$
|
213.3
|
|
Receivables
|
3.1
|
|
|
241.9
|
|
|
1,007.3
|
|
|
—
|
|
|
1,252.3
|
|
|||||
Inventories, at lower of cost or market
|
16.1
|
|
|
356.6
|
|
|
78.1
|
|
|
—
|
|
|
450.8
|
|
|||||
Prepayments and other current assets
|
31.9
|
|
|
121.3
|
|
|
61.2
|
|
|
—
|
|
|
214.4
|
|
|||||
Total current assets
|
188.5
|
|
|
752.0
|
|
|
1,190.3
|
|
|
—
|
|
|
2,130.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Property and Equipment, net
|
38.3
|
|
|
751.6
|
|
|
214.8
|
|
|
—
|
|
|
1,004.7
|
|
|||||
Goodwill
|
173.1
|
|
|
3,766.1
|
|
|
701.4
|
|
|
—
|
|
|
4,640.6
|
|
|||||
Investment in and Advances to Subsidiaries
|
6,609.0
|
|
|
250.7
|
|
|
180.9
|
|
|
(7,040.6
|
)
|
|
—
|
|
|||||
Other Intangible Assets
|
51.4
|
|
|
1,442.7
|
|
|
254.3
|
|
|
—
|
|
|
1,748.4
|
|
|||||
Other Assets
|
75.5
|
|
|
554.5
|
|
|
357.0
|
|
|
(2.0
|
)
|
|
985.0
|
|
|||||
|
$
|
7,135.8
|
|
|
$
|
7,517.6
|
|
|
$
|
2,898.7
|
|
|
$
|
(7,042.6
|
)
|
|
$
|
10,509.5
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current maturities of long-term borrowings
|
$
|
0.7
|
|
|
$
|
10.0
|
|
|
$
|
38.3
|
|
|
$
|
—
|
|
|
$
|
49.0
|
|
Accounts payable
|
132.9
|
|
|
335.1
|
|
|
307.4
|
|
|
—
|
|
|
775.4
|
|
|||||
Accrued expenses and other liabilities
|
218.2
|
|
|
770.0
|
|
|
238.3
|
|
|
0.1
|
|
|
1,226.6
|
|
|||||
Total current liabilities
|
351.8
|
|
|
1,115.1
|
|
|
584.0
|
|
|
0.1
|
|
|
2,051.0
|
|
|||||
Long-term Borrowings
|
4,833.7
|
|
|
34.7
|
|
|
720.2
|
|
|
—
|
|
|
5,588.6
|
|
|||||
Deferred Income Taxes and Other Noncurrent Liabilities
|
347.0
|
|
|
695.7
|
|
|
192.1
|
|
|
—
|
|
|
1,234.8
|
|
|||||
Intercompany Payable
|
—
|
|
|
5,352.7
|
|
|
1,158.7
|
|
|
(6,511.4
|
)
|
|
—
|
|
|||||
Common Stock Subject to Repurchase
|
158.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
158.1
|
|
|||||
Total Equity
|
1,445.2
|
|
|
319.4
|
|
|
243.7
|
|
|
(531.3
|
)
|
|
1,477.0
|
|
|||||
|
$
|
7,135.8
|
|
|
$
|
7,517.6
|
|
|
$
|
2,898.7
|
|
|
$
|
(7,042.6
|
)
|
|
$
|
10,509.5
|
|
|
ARAMARK
Corporation |
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
1,025.2
|
|
|
$
|
8,207.1
|
|
|
$
|
4,273.1
|
|
|
$
|
—
|
|
|
$
|
13,505.4
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of services provided
|
962.0
|
|
|
7,288.0
|
|
|
3,941.4
|
|
|
—
|
|
|
12,191.4
|
|
|||||
Depreciation and amortization
|
19.2
|
|
|
380.8
|
|
|
129.2
|
|
|
—
|
|
|
529.2
|
|
|||||
Selling and general corporate expenses
|
58.5
|
|
|
120.3
|
|
|
23.8
|
|
|
—
|
|
|
202.6
|
|
|||||
Interest and other financing costs
|
364.0
|
|
|
(0.5
|
)
|
|
38.3
|
|
|
—
|
|
|
401.8
|
|
|||||
Expense allocations
|
(353.1
|
)
|
|
299.2
|
|
|
53.9
|
|
|
—
|
|
|
—
|
|
|||||
|
1,050.6
|
|
|
8,087.8
|
|
|
4,186.6
|
|
|
—
|
|
|
13,325.0
|
|
|||||
Income (Loss) from Continuing Operations before Income Taxes
|
(25.4
|
)
|
|
119.3
|
|
|
86.5
|
|
|
—
|
|
|
180.4
|
|
|||||
Provision (Benefit) for Income Taxes
|
(9.2
|
)
|
|
34.7
|
|
|
13.4
|
|
|
—
|
|
|
38.9
|
|
|||||
Equity in Net Income of Subsidiaries
|
158.0
|
|
|
—
|
|
|
—
|
|
|
(158.0
|
)
|
|
—
|
|
|||||
Income from Continuing Operations
|
141.8
|
|
|
84.6
|
|
|
73.1
|
|
|
(158.0
|
)
|
|
141.5
|
|
|||||
Income from Discontinued Operations, net of tax
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Net income
|
141.8
|
|
|
84.9
|
|
|
73.1
|
|
|
(158.0
|
)
|
|
141.8
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
3.6
|
|
|||||
Net income attributable to ARAMARK shareholder
|
$
|
141.8
|
|
|
$
|
84.9
|
|
|
$
|
69.5
|
|
|
$
|
(158.0
|
)
|
|
$
|
138.2
|
|
|
ARAMARK
Corporation |
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
1,012.7
|
|
|
$
|
8,059.7
|
|
|
$
|
4,010.0
|
|
|
$
|
—
|
|
|
$
|
13,082.4
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of services provided
|
948.2
|
|
|
7,169.9
|
|
|
3,718.8
|
|
|
—
|
|
|
11,836.9
|
|
|||||
Depreciation and amortization
|
20.0
|
|
|
379.5
|
|
|
111.0
|
|
|
—
|
|
|
510.5
|
|
|||||
Selling and general corporate expenses
|
56.9
|
|
|
107.1
|
|
|
22.9
|
|
|
—
|
|
|
186.9
|
|
|||||
Interest and other financing costs
|
410.3
|
|
|
—
|
|
|
15.9
|
|
|
—
|
|
|
426.2
|
|
|||||
Expense allocations
|
(377.7
|
)
|
|
339.1
|
|
|
38.6
|
|
|
—
|
|
|
—
|
|
|||||
|
1,057.7
|
|
|
7,995.6
|
|
|
3,907.2
|
|
|
—
|
|
|
12,960.5
|
|
|||||
Income (Loss) from Continuing Operations before Income Taxes
|
(45.0
|
)
|
|
64.1
|
|
|
102.8
|
|
|
—
|
|
|
121.9
|
|
|||||
Provision (Benefit) for Income Taxes
|
(35.6
|
)
|
|
25.4
|
|
|
19.2
|
|
|
—
|
|
|
9.0
|
|
|||||
Equity in Net Income of Subsidiaries
|
110.6
|
|
|
—
|
|
|
—
|
|
|
(110.6
|
)
|
|
—
|
|
|||||
Income from Continuing Operations
|
101.2
|
|
|
38.7
|
|
|
83.6
|
|
|
(110.6
|
)
|
|
112.9
|
|
|||||
Loss from Discontinued Operations, net of tax
|
—
|
|
|
(11.7
|
)
|
|
—
|
|
|
—
|
|
|
(11.7
|
)
|
|||||
Net income
|
101.2
|
|
|
27.0
|
|
|
83.6
|
|
|
(110.6
|
)
|
|
101.2
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|||||
Net income attributable to ARAMARK shareholder
|
$
|
101.2
|
|
|
$
|
27.0
|
|
|
$
|
82.5
|
|
|
$
|
(110.6
|
)
|
|
$
|
100.1
|
|
|
ARAMARK
Corporation |
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
$
|
999.8
|
|
|
$
|
7,863.3
|
|
|
$
|
3,556.0
|
|
|
$
|
—
|
|
|
$
|
12,419.1
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of services provided
|
949.0
|
|
|
7,016.4
|
|
|
3,281.7
|
|
|
—
|
|
|
11,247.1
|
|
|||||
Depreciation and amortization
|
20.3
|
|
|
381.4
|
|
|
101.1
|
|
|
—
|
|
|
502.8
|
|
|||||
Selling and general corporate expenses
|
62.0
|
|
|
104.4
|
|
|
25.2
|
|
|
—
|
|
|
191.6
|
|
|||||
Interest and other financing costs
|
414.5
|
|
|
1.4
|
|
|
28.7
|
|
|
—
|
|
|
444.6
|
|
|||||
Expense allocations
|
(390.1
|
)
|
|
358.4
|
|
|
31.7
|
|
|
—
|
|
|
—
|
|
|||||
|
1,055.7
|
|
|
7,862.0
|
|
|
3,468.4
|
|
|
—
|
|
|
12,386.1
|
|
|||||
Income (Loss) from Continuing Operations before Income Taxes
|
(55.9
|
)
|
|
1.3
|
|
|
87.6
|
|
|
—
|
|
|
33.0
|
|
|||||
Provision (benefit) for Income Taxes
|
(20.4
|
)
|
|
2.0
|
|
|
19.1
|
|
|
—
|
|
|
0.7
|
|
|||||
Equity in Net Income of Subsidiaries
|
66.2
|
|
|
—
|
|
|
—
|
|
|
(66.2
|
)
|
|
—
|
|
|||||
Income (loss) from Continuing Operations
|
30.7
|
|
|
(0.7
|
)
|
|
68.5
|
|
|
(66.2
|
)
|
|
32.3
|
|
|||||
Loss from Discontinued Operations, net of tax
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|||||
Net income (loss)
|
$
|
30.7
|
|
|
$
|
(2.3
|
)
|
|
$
|
68.5
|
|
|
$
|
(66.2
|
)
|
|
$
|
30.7
|
|
|
ARAMARK
Corporation |
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by operating activities
|
$
|
92.4
|
|
|
$
|
503.6
|
|
|
$
|
207.6
|
|
|
$
|
(58.1
|
)
|
|
$
|
745.5
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment and client contract investments and other
|
(11.7
|
)
|
|
(255.8
|
)
|
|
(87.0
|
)
|
|
—
|
|
|
(354.5
|
)
|
|||||
Disposals of property and equipment
|
0.7
|
|
|
5.0
|
|
|
6.0
|
|
|
—
|
|
|
11.7
|
|
|||||
Proceeds from divestiture
|
—
|
|
|
2.3
|
|
|
4.2
|
|
|
—
|
|
|
6.5
|
|
|||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(140.0
|
)
|
|
(11.8
|
)
|
|
—
|
|
|
(151.8
|
)
|
|||||
Other investing activities
|
1.3
|
|
|
3.0
|
|
|
2.3
|
|
|
—
|
|
|
6.6
|
|
|||||
Net cash used in investing activities
|
(9.7
|
)
|
|
(385.5
|
)
|
|
(86.3
|
)
|
|
—
|
|
|
(481.5
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
(0.3
|
)
|
|
3.7
|
|
|
—
|
|
|
3.4
|
|
|||||
Payments of long-term borrowings
|
(250.7
|
)
|
|
(11.9
|
)
|
|
(26.4
|
)
|
|
—
|
|
|
(289.0
|
)
|
|||||
Net change in funding under the Receivables Facility
|
—
|
|
|
—
|
|
|
37.9
|
|
|
—
|
|
|
37.9
|
|
|||||
Dividends/advances paid to Parent Company
|
(53.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53.7
|
)
|
|||||
Proceeds from issuance of Parent Company common stock
|
11.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.3
|
|
|||||
Repurchase of Parent Company common stock
|
(37.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.7
|
)
|
|||||
Other financing activities
|
(6.2
|
)
|
|
(3.9
|
)
|
|
(2.7
|
)
|
|
—
|
|
|
(12.8
|
)
|
|||||
Change in intercompany, net
|
144.3
|
|
|
(92.6
|
)
|
|
(109.8
|
)
|
|
58.1
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
(192.7
|
)
|
|
(108.7
|
)
|
|
(97.3
|
)
|
|
58.1
|
|
|
(340.6
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
(110.0
|
)
|
|
9.4
|
|
|
24.0
|
|
|
—
|
|
|
(76.6
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
137.4
|
|
|
32.2
|
|
|
43.7
|
|
|
—
|
|
|
213.3
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
27.4
|
|
|
$
|
41.6
|
|
|
$
|
67.7
|
|
|
$
|
—
|
|
|
$
|
136.7
|
|
|
ARAMARK
Corporation |
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
38.2
|
|
|
$
|
486.6
|
|
|
$
|
(146.4
|
)
|
|
$
|
(73.7
|
)
|
|
$
|
304.7
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment and client contract investments and other
|
(9.6
|
)
|
|
(205.7
|
)
|
|
(78.5
|
)
|
|
—
|
|
|
(293.8
|
)
|
|||||
Disposals of property and equipment
|
1.0
|
|
|
10.0
|
|
|
10.5
|
|
|
—
|
|
|
21.5
|
|
|||||
Proceeds from divestitures
|
—
|
|
|
71.5
|
|
|
11.6
|
|
|
—
|
|
|
83.1
|
|
|||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(157.0
|
)
|
|
—
|
|
|
—
|
|
|
(157.0
|
)
|
|||||
Other investing activities
|
0.7
|
|
|
(14.3
|
)
|
|
(3.4
|
)
|
|
—
|
|
|
(17.0
|
)
|
|||||
Net cash used in investing activities
|
(7.9
|
)
|
|
(295.5
|
)
|
|
(59.8
|
)
|
|
—
|
|
|
(363.2
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
0.2
|
|
|
22.0
|
|
|
—
|
|
|
22.2
|
|
|||||
Payments of long-term borrowings
|
(5.7
|
)
|
|
(13.2
|
)
|
|
(12.3
|
)
|
|
—
|
|
|
(31.2
|
)
|
|||||
Net change in funding under the Receivables Facility
|
—
|
|
|
—
|
|
|
225.9
|
|
|
—
|
|
|
225.9
|
|
|||||
Dividends paid to Parent Company
|
(132.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(132.9
|
)
|
|||||
Net proceeds from sale of subsidiary shares to noncontrolling interest
|
48.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48.4
|
|
|||||
Proceeds from issuance of Parent Company common stock
|
4.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|||||
Repurchase of Parent Company common stock
|
(16.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.1
|
)
|
|||||
Other financing activities
|
(6.6
|
)
|
|
(3.1
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(10.0
|
)
|
|||||
Change in intercompany, net
|
136.0
|
|
|
(175.8
|
)
|
|
(33.9
|
)
|
|
73.7
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
27.7
|
|
|
(191.9
|
)
|
|
201.4
|
|
|
73.7
|
|
|
110.9
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
58.0
|
|
|
(0.8
|
)
|
|
(4.8
|
)
|
|
—
|
|
|
52.4
|
|
|||||
Cash and cash equivalents, beginning of period
|
79.4
|
|
|
33.0
|
|
|
48.5
|
|
|
—
|
|
|
160.9
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
137.4
|
|
|
$
|
32.2
|
|
|
$
|
43.7
|
|
|
$
|
—
|
|
|
$
|
213.3
|
|
|
ARAMARK
Corporation |
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by operating activities
|
$
|
133.6
|
|
|
$
|
406.5
|
|
|
$
|
182.8
|
|
|
$
|
(88.9
|
)
|
|
$
|
634.0
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment and client contract investments and other
|
(13.7
|
)
|
|
(215.1
|
)
|
|
(61.2
|
)
|
|
—
|
|
|
(290.0
|
)
|
|||||
Disposals of property and equipment
|
1.8
|
|
|
17.3
|
|
|
6.8
|
|
|
—
|
|
|
25.9
|
|
|||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(8.2
|
)
|
|
(77.5
|
)
|
|
—
|
|
|
(85.7
|
)
|
|||||
Other investing activities
|
(1.0
|
)
|
|
3.1
|
|
|
(5.8
|
)
|
|
—
|
|
|
(3.7
|
)
|
|||||
Net cash used in investing activities
|
(12.9
|
)
|
|
(202.9
|
)
|
|
(137.7
|
)
|
|
—
|
|
|
(353.5
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||
Proceeds from long-term borrowings
|
—
|
|
|
—
|
|
|
11.5
|
|
|
—
|
|
|
11.5
|
|
|||||
Payments of long-term borrowings
|
(309.4
|
)
|
|
(15.2
|
)
|
|
(10.2
|
)
|
|
—
|
|
|
(334.8
|
)
|
|||||
Proceeds from issuance of Parent Company common stock
|
3.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|||||
Repurchase of Parent Company common stock
|
(10.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.8
|
)
|
|||||
Other financing activities
|
(10.6
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
(13.4
|
)
|
|||||
Change in intercompany, net
|
129.4
|
|
|
(179.2
|
)
|
|
(39.1
|
)
|
|
88.9
|
|
|
—
|
|
|||||
Net cash used in financing activities
|
(198.1
|
)
|
|
(197.2
|
)
|
|
(37.8
|
)
|
|
88.9
|
|
|
(344.2
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
(77.4
|
)
|
|
6.4
|
|
|
7.3
|
|
|
—
|
|
|
(63.7
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
156.8
|
|
|
26.6
|
|
|
41.2
|
|
|
—
|
|
|
224.6
|
|
|||||
Cash and cash equivalents, end of period
|
79.4
|
|
|
33.0
|
|
|
48.5
|
|
|
—
|
|
|
160.9
|
|
|||||
Less: Cash and cash equivalents included in assets held for sale
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
79.4
|
|
|
$
|
32.3
|
|
|
$
|
48.5
|
|
|
$
|
—
|
|
|
$
|
160.2
|
|
|
|
|
|
Additions
|
|
Reductions
|
|
|
||||||||
|
|
Balance,
Beginning of
Period
|
|
Charged to
Income
|
|
Deductions
from
Reserves
(1)
|
|
Balance,
End of
Period
|
||||||||
Description
|
|
|
|
|
|
|
|
|
||||||||
Fiscal Year 2012
|
|
|
|
|
|
|
|
|
||||||||
Reserve for doubtful accounts, advances & current notes receivable
|
|
$
|
32,963
|
|
|
$
|
26,718
|
|
|
$
|
18,469
|
|
|
$
|
41,212
|
|
Fiscal Year 2011
|
|
|
|
|
|
|
|
|
||||||||
Reserve for doubtful accounts, advances & current notes receivable
|
|
$
|
36,886
|
|
|
$
|
10,298
|
|
|
$
|
14,221
|
|
|
$
|
32,963
|
|
Fiscal Year 2010
|
|
|
|
|
|
|
|
|
||||||||
Reserve for doubtful accounts, advances & current notes receivable
|
|
$
|
37,772
|
|
|
$
|
8,756
|
|
|
$
|
9,642
|
|
|
$
|
36,886
|
|
(1)
|
Amounts determined not to be collectible and charged against the reserve and translation.
|
2.1
|
Agreement and Plan of Merger dated as of August 8, 2006 between ARAMARK Corporation, RMK Acquisition Corporation and RMK Finance LLC (incorporated by reference to exhibit 2.1 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on August 8, 2006, pursuant to the Exchange Act (file number 001-04762)).
|
2.2
|
Certificate of Ownership and Merger (merging ARAMARK Corporation into ARAMARK Services, Inc.) (incorporated by reference to Exhibit 99.1 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on April 5, 2007, pursuant to the Exchange Act (file number 001-04762)).
|
3.1
|
Certificate of Incorporation of ARAMARK Corporation (incorporated by reference to Exhibit 3.1 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on April 5, 2007, pursuant to the Exchange Act (file number 001-04762)).
|
3.2
|
By-laws of ARAMARK Corporation (incorporated by reference to Exhibit 3.2 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on April 5, 2007, pursuant to the Exchange Act (file number 001-04762)).
|
4.1
|
Form of Guaranteed Indenture, among ARAMARK Services, Inc., ARAMARK Corporation, as guarantor, and Bank One Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.4 to ARAMARK Corporation's Registration Statement on Form S-3 filed with the SEC on March 27, 2002, pursuant to the Securities Act (Registration No. 33-85050)).
|
4.2
|
Indenture, dated as of January 26, 2007, among the Company, RMK Acquisition Corporation, the Guarantors party thereto and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act (file number 001-04762)).
|
4.3
|
Registration Rights Agreement, dated as of January 26, 2007, among RMK Acquisition Corporation, the Company, the Guarantors party thereto, and JP Morgan Securities, Inc. and Goldman, Sachs & Co., as representatives of the initial purchasers (incorporated by reference to Exhibit 4.2 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act (file number 001-04762)).
|
4.4
|
Supplemental Indenture, dated as of March 30, 2007, to the Indenture dated as of January 26, 2007 among ARAMARK Corporation, the Guarantors listed on the signature page thereto and The Bank of New York, as Trustee (incorporated by reference to Exhibit 99.3 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on April 5, 2007, pursuant to the Exchange Act (file number 001-04762)).
|
10.1
|
Employment Agreement dated November 2, 2004 between ARAMARK Corporation and Joseph Neubauer (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed with the SEC on November 8, 2004, pursuant to the Exchange Act (file number 001-04762)).**
|
10.2
|
Amendment, effective as of January 26, 2007, to the Employment Agreement dated November 2, 2004 between ARAMARK Corporation and Joseph Neubauer (incorporated by reference to Exhibit 10.3 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act (file number 001-04762)).**
|
10.3
|
Amendment, effective as of November 15, 2007, to the Employment Agreement dated November 2, 2004 between ARAMARK Corporation and Joseph Neubauer (incorporated by reference to Exhibit 10.1 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on November 16, 2007, pursuant to the Exchange Act (file number 001-04762)).**
|
10.4
|
Letter relating to Joseph Neubauer's Employment Agreement dated November 14, 2008 (incorporated by reference to Exhibit 10.4 to ARAMARK Corporation's Annual Report on Form 10-K filed with the SEC on December 15, 2008, pursuant to the Exchange Act (file number 001-04762)).**
|
10.5
|
Letter relating to Joseph Neubauer's Employment Agreement dated May 7, 2012 (incorporated by reference to Exhibit 10.7 to ARAMARK Corporation's Quarterly Report on Form 10-Q filed with the SEC on May 9, 2012, pursuant to the Exchange Act (file number 001-04762)).**
|
10.6
|
Third Amendment dated as of November 14, 2012 to the Employment Agreement, dated as of November 2, 2004, as amended from time to time, between ARAMARK Corporation and Joseph Neubauer (incorporated by reference to Exhibit 10.4 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on November 19, 2012, pursuant to the Exchange Act (file number 001-04762)).**
|
10.7
|
Letter Agreement dated May 7, 2012 between ARAMARK Corporation and Eric Foss (incorporated by reference to Exhibit 10.4 to ARAMARK Corporation's Quarterly Report on Form 10-Q filed with the SEC on May 9, 2012, pursuant to the Exchange Act (file number 001-04762)).**
|
10.8
|
Agreement Relating to Employment and Post-Employment Competition dated May 7, 2012 between ARAMARK Corporation and Eric Foss (incorporated by reference to Exhibit 10.5 to ARAMARK Corporation's Quarterly Report on Form 10-Q filed with the SEC on May 9, 2012, pursuant to the Exchange Act (file number 001-04762)).**
|
10.9
|
Form of Agreement Relating to Employment and Post-Employment Competition and Schedule 1 listing each Executive Officer who is a party to such Agreement (Incorporated by reference to exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 19, 2007, pursuant to the Exchange Act (file number 001-04762)).**
|
10.10
|
Agreement Relating to Employment and Post-Employment Competition dated November 14, 2007 between ARAMARK Corporation and Joseph Munnelly (incorporated by reference to Exhibit 10.2 to ARAMARK Corporation's Quarterly Report on Form 10-Q filed with the SEC on February 6, 2008, pursuant to the Exchange Act (file number 001-04762)).**
|
10.11
|
Agreement Relating to Employment and Post-Employment Competition dated November 8, 2004 between ARAMARK Corporation and Karen A. Wallace.** *
|
10.12
|
Offer Letter dated July 20, 2012 between ARAMARK and Stephen R. Reynolds.** *
|
10.13
|
Agreement Relating to Employment and Post-Employment Competition dated December 6, 2012 between ARAMARK Corporation and Stephen R. Reynolds.** *
|
10.14
|
Form of Amendment to Agreement Relating to Employment and Post-Employment Competition (incorporated by reference to Exhibit 10.8 to ARAMARK Corporation's Annual Report on Form 10-K filed with the SEC on December 15, 2008, pursuant to the Exchange Act (file number 001-04762)).**
|
10.15
|
Letter Agreement dated May 12, 2009 between ARAMARK Corporation and Bart J. Colli (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on May 13, 2009, pursuant to the Exchange Act (file number 001-04762)).**
|
10.16
|
Letter Agreement dated February 8, 2011 between ARAMARK Holdings Corporation and Thomas J. Vozzo (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on February 9, 2011 pursuant to the Exchange Act (file number 001-04762)).**
|
10.17
|
Separation Letter Agreement entered into on August 8, 2011 between ARAMARK Holdings Corporation and Andrew C. Kerin (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q filed with the SEC on August 11, 2011, pursuant to the Exchange Act (file number 001-04762)).**
|
10.18
|
Form of Indemnification Agreement and attached schedule (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on August 10, 2005, pursuant to the Exchange Act (file number 001-04762)).**
|
10.19
|
Indemnification Agreement dated May 7, 2012 between Eric Foss and ARAMARK Corporation (incorporated by reference to Exhibit 10.6 to ARAMARK Corporation's Quarterly Report on Form 10-Q filed with the SEC on May 9, 2012, pursuant to the Exchange Act (file number 001-04762)).**
|
10.20
|
Indemnification Agreement dated December 15, 2011 between Joseph Munnelly and ARAMARK Corporation (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K filed with the SEC on December 15, 2011, pursuant to the Exchange Act (file number 001-04762)).**
|
10.21
|
Indemnification Agreement dated December 12, 2012 between Karen A. Wallace and ARAMARK Corporation. ** *
|
10.22
|
Indemnification Agreement dated December 12, 2012 between Stephen R. Reynolds and ARAMARK Corporation. ** *
|
10.23
|
Third Amended and Restated ARAMARK Holdings Corporation 2007 Management Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to ARAMARK Corporation's Quarterly Report on Form 10-Q filed with the SEC on May 9, 2012, pursuant to the Exchange Act (file number 001-04762)).**
|
10.24
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.5 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act (file number 001-04762)).**
|
10.25
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to ARAMARK Corporation's Quarterly Report on Form 10-Q filed with the SEC on August 8, 2007, pursuant to the Exchange Act (file number 001-04762)).**
|
10.26
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on November 16, 2007, pursuant to the Exchange Act (file number 001-04762)).**
|
10.27
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on March 1, 2010, pursuant to the Exchange Act (file number 001-04762)).**
|
10.28
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on June 22, 2011, pursuant to the Exchange Act (file number 001-04762)).**
|
10.29
|
Amendment to Outstanding Non-Qualified Stock Option Agreements dated March 1, 2010 (incorporated by reference to Exhibit 10.1 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on March 1, 2010, pursuant to the Exchange Act (file number 001-04762)).**
|
10.30
|
Form of Amendment to outstanding Non-Qualified Stock Option Agreements (incorporated by reference to Exhibit 10.4 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on June 22, 2011, pursuant to the Exchange Act (file number 001-04762)).**
|
10.31
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 9, 2012, pursuant to the Exchange Act (file number 001-04762)).**
|
10.32
|
Form of Non-Qualified Installment Stock Purchase Opportunity Agreement (incorporated by reference to Exhibit 10.2 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on June 22, 2011, pursuant to the Exchange Act (file number 001-04762)).**
|
10.33
|
Form of Non-Qualified Installment Stock Purchase Opportunity Agreement (incorporated by reference to Exhibit 10.3 to ARAMARK Corporation's Quarterly Report on Form 10-Q filed with the SEC on May 9, 2012, pursuant to the Exchange Act (file number 001-04762)).**
|
10.34
|
Form of Non-Qualified Installment Stock Purchase Opportunity Agreement (incorporated by reference to Exhibit 10.3 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on November 19, 2012, pursuant to the Exchange Act (file number 001-04762)).**
|
10.35
|
Form of Restricted Stock Award Agreement with ARAMARK Holdings Corporation (incorporated by reference to Exhibit 10.7 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act (file number 001-04762)).**
|
10.36
|
Schedules 1 to Outstanding Non-Qualified Stock Option Agreements (incorporated by reference to Exhibit 10.18 to ARAMARK Corporation's Annual Report on Form 10-K filed with the SEC on December 15, 2009, pursuant to the Exchange Act (file number 001-04762)).**
|
10.37
|
Schedules 1 to Outstanding Non-Qualified Stock Option Agreements (incorporated by reference to Exhibit 10.2 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on March 1, 2010, pursuant to the Exchange Act (file number 001-04762)).**
|
10.38
|
New Schedule 1 to Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on November 18, 2011, pursuant to the Exchange Act (file number 001-04762)).**
|
10.39
|
Revised Schedule 1s to outstanding Non-Qualified Stock Option Agreements (incorporated by reference to Exhibit 10.3 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on November 18, 2011, pursuant to the Exchange Act (file number 001-04762)).**
|
10.40
|
New Schedule 1 to Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.1 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on November 19, 2012, pursuant to the Exchange Act (file number 001-04762)).**
|
10.41
|
Revised Schedule 1s to outstanding Non-Qualified Stock Option Agreements (incorporated by reference to Exhibit 10.2 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on November 19, 2012, pursuant to the Exchange Act (file number 001-04762)).**
|
10.42
|
Amended and Restated ARAMARK 2001 Stock Unit Retirement Plan (incorporated by reference to Exhibit 10.22 to ARAMARK Corporation's Annual Report on Form 10-K filed with the SEC on December 19, 2003, pursuant to the Exchange Act (file number 001-04762)).**
|
10.43
|
Amended and Restated ARAMARK Savings Incentive Retirement Plan (incorporated by reference to Exhibit 4.1 to ARAMARK Corporation's Registration Statement on Form S-8 filed with the SEC on February 10, 2011, pursuant to the Securities Act (file number 001-333-172157)).**
|
10.44
|
Amendment to Amended and Restated Savings Incentive Retirement Plan (incorporated by reference to Exhibit 10.4 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on November 18, 2011, pursuant to the Exchange Act (file number 001-04762)).**
|
10.45
|
ARAMARK 2001 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to ARAMARK Corporation's Registration Statement on Form S-8 filed with the SEC on May 24, 2002, pursuant to the Securities Act (Registration No. 333-89120)).**
|
10.46
|
Amended and Restated 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.3 to ARAMARK Corporation's Quarterly Report on Form 10-Q filed with the SEC on August 8, 2007, pursuant to the Exchange Act (file number 001-04762)).**
|
10.47
|
Senior Executive Annual Performance Bonus Plan (incorporated by reference to Exhibit 10.1 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on November 18, 2011, pursuant to the Exchange Act (file number 001-04762)).**
|
10.48
|
Amended and Restated Executive Leadership Council Management Incentive Bonus Plan (2012) (incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K filed with the SEC on December 15, 2011, pursuant to the Exchange Act (file number 001-04762)).**
|
10.49
|
Amended and Restated Executive Leadership Council Management Incentive Bonus Plan (2013) (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on November 19, 2012, pursuant to the Exchange Act (file number 001-04762)).**
|
10.50
|
ARAMARK Holdings Corporation Hardship Stock Repurchase Policy (incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K filed with the SEC on December 15, 2011, pursuant to the Exchange Act (file number 001-04762)).**
|
10.51
|
Limited Liquidity Program (incorporated by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K filed with the SEC on December 15, 2011, pursuant to the Exchange Act (file number 001-04762)).**
|
10.52
|
Amended Survivor Income Protection Plan (incorporated by reference to Exhibit 10.5 to ARAMARK Corporation's Quarterly Report on Form 10-Q filed with the SEC on August 8, 2007, pursuant to the Exchange Act (file number 001-04762)).**
|
10.53
|
U.S. Pledge and Security Agreement, dated as of January 26, 2007, among ARAMARK Intermediate Holdco Corporation, RMK Acquisition Corporation, the Company, the Subsidiary Parties from time to time party thereto and Citibank, N.A., as collateral agent (incorporated by reference to Exhibit 10.2 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act (file number 001-04762)).
|
10.54
|
Credit Agreement, dated as of January 26, 2007, as amended and restated as of March 26, 2010, by and among ARAMARK Corporation (as successor to RMK Acquisition Corporation, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Holdings GmbH & Co KG, ARAMARK GmbH, ARAMARK Intermediate Holdco Corporation, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and LC facility issuing bank and the other parties thereto from time to time (incorporated by reference to Exhibit 10.1 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on March 31, 2010, pursuant to the Exchange Act (file number 001-04762)).
|
10.55
|
Amendment Agreement No. 1, dated as of April 18, 2011, to the Credit Agreement, dated as of January 26, 2007, as amended and restated as of March 26, 2010, by and among ARAMARK Corporation (as successor to RMK Acquisition Corporation), ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Holdings GmbH & Co KG, ARAMARK GmbH, ARAMARK Intermediate Holdco Corporation, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and LC facility issuing bank and the other parties thereto from time to time (incorporated by reference to Exhibit 10.1 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on April 18, 2011, pursuant to the Exchange Act (file number 001-04762)).
|
10.56
|
Amendment Agreement No. 2, dated as of February 29, 2012, to the Credit Agreement, dated as of January 26, 2007, as amended and restated as of March 26, 2010, by and among ARAMARK Corporation (as successor to RMK Acquisition Corporation), ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Holdings GmbH & Co KG, ARAMARK GmbH, ARAMARK Intermediate Holdco Corporation, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and LC facility issuing bank and the other parties thereto from time to time (incorporated by reference to Exhibit 10.1 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on March 1, 2012, pursuant to the Exchange Act (file number 001-04672).
|
10.57
|
Amendment Agreement No. 3, dated as of December 20, 2012, to the Credit Agreement, dated as of January 26, 2007, as amended and restated as of March 26, 2010, as amended by Amendment Agreement No. 1 dated as of April 18, 2011 and as amended by Amendment Agreement No. 2 dated as of February 29, 2012, by and among ARAMARK Corporation (as successor to RMK Acquisition Corporation), ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Holdings GmbH & Co KG, ARAMARK GmbH, ARAMARK Intermediate Holdco Corporation, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and LC facility issuing bank and the other parties thereto from time to time.*
|
10.58
|
Assumption Agreement, dated as of March 30, 2007, relating to the Credit Agreement dated as of January 26, 2007 among ARAMARK Corporation, the other Borrowers and Loan Guarantors party thereto, the Lenders party thereto, Citibank, N.A., as administrative agent and collateral agent for the Lenders, and the other parties thereto from time to time (incorporated by reference to Exhibit 99.2 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on April 5, 2007, pursuant to the Exchange Act (file number 001-04762)).
|
10.59
|
Amended and Restated Master Distribution Agreement effective as of March 5, 2011 between SYSCO Corporation and ARAMARK Food and Support Services Group, Inc. (incorporated by reference to Exhibit 10.1 to ARAMARK Corporation's Quarterly Report on Form 10-Q filed with the SEC on May 12, 2011, pursuant to the Exchange Act (file number 001-04762)).†
|
10.60
|
Share Purchase Agreement among Veris plc, ARAMARK Ireland Holdings Limited, ARAMARK Investments Limited and ARAMARK Corporation dated October 2009 (incorporated by reference to Exhibit 10.1 to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on November 4, 2009, pursuant to the Exchange Act (file number 001-04762)).
|
10.61
|
Agreement and Plan of Merger by and among MPBP Holdings, Inc., ARAMARK Clinical Technology Services, LLC, RMK Titan Acquisition Corporation, ARAMARK Corporation and the stockholders of MPBP Holdings, Inc. party thereto dated March 18, 2011 (incorporated by reference to ARAMARK Corporation's Current Report on Form 8-K filed with the SEC on March 24, 2011, pursuant to the Exchange Act (file number 001-04762)).
|
12
|
Ratio of Earnings to Fixed Charges.*
|
21
|
List of subsidiaries of ARAMARK Corporation.*
|
23.1
|
Consent of Independent Registered Public Accounting Firm-KPMG LLP.*
|
23.2
|
Consent of Independent Auditors-Deloitte Touche Tohmatsu LLC.*
|
24
|
Power of Attorney (included on the signature page hereto).*
|
31.1
|
Certification of Eric Foss pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
31.2
|
Certification of L. Frederick Sutherland pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
32.1
|
Certification of Eric Foss and L. Frederick Sutherland pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
99.1
|
Audited Financial Statements of AIM SERVICES CO., Ltd.*
|
101
|
The following financial information from ARAMARK Corporation’s Annual Report on Form 10-K for the fiscal year ended September 28, 2012 formatted in XBRL: (i) Consolidated Balance Sheets as of September 28, 2012 and September 30, 2011; (ii) Consolidated Statements of Income for the fiscal years ended September 28, 2012, September 30, 2011 and October 1, 2010; (iii) Consolidated Statements of Cash Flows for the fiscal years ended September 28, 2012, September 30, 2011 and October 1, 2010; (iv) Consolidated Statements of Equity for the fiscal years ended September 28, 2012, September 30, 2011 and October 1, 2010; and (v) Notes to Consolidated Financial Statements.*
|
†
|
Portions omitted pursuant to a request for confidential treatment.
|
*
|
Filed herewith.
|
**
|
Management contract or compensatory plan or arrangement required to be filed or incorporated as an exhibit.
|
A.
|
Subject to Article 2. B. below, Employee, during Employee's period of employment with ARAMARK, and for a period of one year following the voluntary or involuntary termination of employment, shall not, without ARAMARK's written permission, which shall be granted or denied in ARAMARK's sole discretion, directly or indirectly, associate with (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee,
|
1.
|
Severance Pay:
Employee shall receive severance payments equivalent to Employee's weekly base salary as of the effective date of termination for the number of weeks set forth on the following schedule:
|
Years of ARAMARK Continuous Service Completed from Last Hire Date
|
Weeks of Severance
|
Less than 2
|
26
|
2
|
32
|
3
|
39
|
4
|
45
|
5 or More
|
52
|
(a)
|
Basic Group
-
medical and life insurance coverages shall continue under then prevailing terms daring the Severance Pay Period; provided, however, that if Employee becomes employed by a new employer during that period, continuing coverage from ARAMARK will become secondary to any coverage afforded by the new employer. Employee's share of the premiums will be deducted from Employee's severance payments. Basic Group medical coverage provided during such period shall be applied against ARAMARK's obligation to continue group medical coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Upon termination of basic group medical and life coverages, Employee may convert such coverages to individual policies to the extent allowable under the terms of the plans providing such coverages.
|
(a)
|
If, at the time of termination, ARAMARK is providing Employee with a leased vehicle, then ARAMARK will continue to provide the
leased vehicle through the Severance Pay Period under the same terms and conditions as in effect at the time of the Employee's
termination. At the expiration of the Severance Pay Period, Employee must return the leased vehicle to ARAMARK unless the Employee elects to purchase the
|
C.
|
If Employee is terminated by ARAMARK for reasons other than Cause, Employee will receive the severance payments and other post-employment benefits during the Severance Pay Period even if Employee commences other employment during such period provided such employment does not violate the terms of Article 2.
|
E.
|
Employee's receipt of severance and other post-employment benefits under this Agreement is contingent on (i) Employee's execution of a Release and Waiver of Claims in a form reasonably acceptable to ARAMARK, except that such release and waiver shall not include any claims by Employee to enforce Employee's rights under,
or
with respect to, this Agreement or any ARAMARK benefit plan pursuant to its terms, and (ii) the non- revocation of the release and waiver by Employee.
|
E.
|
In the event any one or more of the provisions of this Agreement shall be or become.
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby. |
•
|
the ARAMARK Corporation Agreement Relating To Employment And Post- Employment Competition (the "Agreement"). Your employment as an ELC member is contingent upon execution of this Agreement.
|
Title:
|
Executive Vice President and General Counsel
ARAMARK Corporation
|
Level:
|
Executive Leadership Council, Band 1
|
Reports To:
|
Eric Foss, Chief Executive Officer
ARAMARK Corporation
|
Location:
|
Philadelphia, PA
|
Effective Date:
|
September 4, 2012
|
Base Salary:
|
$500,000
|
Bonus:
|
You will be eligible to participate in ARAMARK's Management Incentive
Bonus Plan for Fiscal Year 2013. As further described in the Plan, if you are eligible to receive a Management Incentive Bonus, the amount of your Bonus will be determined on the basis of both the performance of ARAMARK and your performance measured against certain annual financial and non-financial goals, objectives and achievements. The current guideline bonus for your position is $400,000.
|
Benefits:
|
You will be eligible to participate in the standard ARAMARK Benefits Program, as well as the Benefits/Perquisites Programs in place for ELC members, which is/are subject to change from time to time.
|
Equity Incentives:
|
As an ELC member, you will be offered the opportunity to invest in ARAMARK Holdings Corporation common stock ("ARAMARK Stock") through a grant of Installment Stock Purchase Opportunities or "ISPOs". We will recommend to the Compensation and Human Resources Committee of the ARAMARK Board of Directors ("the Committee") that you be awarded an ISPO for 60,000 shares of ARAMARK Stock. Your ISPO will allow you to purchase shares of ARAMARK Stock in five installments at a price equal to the independently appraised price of ARAMARK Stock on the date the ISPO is granted to you. The first tranche of the ISPO grant will cover 12,000 shares of Common Stock, and will be immediately exercisable upon grant. You can make your investment during the one year period following the date your ISPO is granted, but you agree that you will purchase the entire initial tranche within the first year. You will also be required to exercise the remaining four installments during four periods commencing on December 15 and ending on the immediately following January 15, as set forth in your ISPO Agreement. Your ability to exercise your ISPOs is generally subject to your continued employment with ARAMARK. Any portion of your ISPO that is not exercised during its relevant exercise period will be cancelled.
In addition, we will recommend to the Committee that you be awarded non-qualified stock options for 250,000 shares of ARAMARK Stock. The exercise price of these stock options will be equal to the independently appraised price of ARAMARK Stock on the date of grant.
One half of these options will be performance-based; generally, this means that they may vest over four years, 25% per year, if ARAMARK achieves certain company-wide financial targets, as described in your stock option agreement. The other half of the options will be time- based options that vest over four years, 25% per year. Vesting of both these performance- and time-based options is always subject to your continued employment with ARAMARK. The actual terms and conditions of your stock options (including vesting terms) will be set forth in the stock option agreement and grant certificate to be provided to you as evidence of the grant of these options.
Details on the provisions of the Management Ownership Program, the terms of your ISPOs and stock option grants and other relevant documentation will be sent to you after your candidacy for the ELC has been approved by the Committee. In order to exercise your ISPOs and/or your stock option grants, you will be required to execute a stockholders agreement and several other agreements and agree to hold any stock and options you acquire from ARAMARK in accordance with these agreements on the same terms and conditions as other ELC members who have already executed these agreements.
Note that all ARAMARK ISPO and stock option grants require approval of the Committee or its designee. Generally, the Committee would consider making your ISPO and stock option grants shortly following the delivery of the new appraisal of ARAMARK Stock that occurs after you become an ELC member.
|
Auto Allowance:
|
You will be eligible to receive an auto allowance of $1,100.00 per month. This amount is subject to all applicable withholding taxes, is paid monthly and is not pro-rated.
|
Vacation:
|
4 weeks
|
Relocation:
|
You will be eligible for ARAMARK’s Executive Leadership Counsel Relocation Policy
|
Other:
|
Member of ARAMARK’s Executive Leadership Council
|
A.
|
Subject to Article 2. B. below, Employee, during Employee’s period of employment with ARAMARK, and for a period of two years following the voluntary or involuntary termination of employment, shall not, without ARAMARK’s written permission, which
|
B.
|
The provision set forth in Article 2.A above, shall apply to the full extent permitted by law (i) in all fifty states, and (ii) each foreign country, possession or territory in which ARAMARK may be engaged in, or have plans to engage in, business (x) during Employee’s period of employment, or (y) in the case of a termination of employment, as of the effective date of such termination or at any time during the twenty-four month period prior thereto.
|
C.
|
Employee acknowledges that these restrictions are reasonable and necessary to protect the business interests of ARAMARK, and that enforcement of the provisions set forth in this Article 2 will not unnecessarily or unreasonably impair Employee’s ability to obtain other employment following the termination (voluntary or involuntary) of Employee’s employment with ARAMARK. Further, Employee acknowledges that the provisions set forth in this Article 2 shall apply if Employee’s employment is involuntarily terminated by ARAMARK for Cause; as a result of the elimination of employee’s position; for performance-related issues; or for any other reason or no reason at all.
|
A.
|
If Employee’s employment is terminated by ARAMARK for any reason other than Cause, Employee shall be entitled to the following post-employment benefits:
|
1.
|
Severance Pay:
Employee shall receive severance payments equivalent to Employee’s monthly base salary as of the effective date of termination for the number of months set forth on the following schedule:
|
Years of Continuous Service with ARAMARK (or with any of its Predecessor Corporations or its Parent) Completed from Last Hire Date
|
Months of Severance Pay
|
Less than 1
|
6
|
1
|
12
|
4
|
15
|
5 or More
|
18
|
(a)
|
Basic Group medical and life insurance coverages shall continue under then prevailing terms during the Severance Pay Period;
provided
,
however
, that if Employee becomes employed by a new employer during that period, continuing coverage from ARAMARK will become secondary to any coverage afforded by the new employer. Employee’s share of the premiums will be deducted from Employee’s severance payments. Basic Group medical coverage provided during such period shall be applied against ARAMARK’s obligation to continue group medical coverage
|
(b)
|
If, at the time of termination, ARAMARK is providing Employee with a leased vehicle, then ARAMARK will continue to provide the leased vehicle through the Severance Pay Period under the same terms and conditions as in effect at the time of the Employee’s termination. At the expiration of the Severance Pay Period, Employee must return the leased vehicle to ARAMARK unless the Employee elects to purchase the vehicle in accordance with the Executive Leadership Council policy then in effect. If Employee is receiving a car allowance at the time of the Employee’s termination, such car allowance will continue to be paid through the Severance Pay Period. At the expiration of the Severance Pay Period, the Employee will cease being paid a car allowance.
|
(c)
|
Employee’s eligibility to participate in all other benefit and compensation plans, including, but not limited to the Management Incentive Bonus, Long Term Disability, any nonqualified retirement plans, and any stock option or ownership plans, shall terminate as of the effective date of Employee’s termination unless provided otherwise under the terms of a particular plan,
provided
,
however
, that participation in plans and programs made available solely to Executive Leadership Council members, including, but not limited to the Executive Leadership Council
|
B.
|
Termination for “Cause” shall be defined as termination of employment due to: (i) conviction or plea of guilty or nolo contendere to a felony, (ii) intentional fraud or dishonesty with respect to ARAMARK that causes material and demonstrable harm to ARAMARK, (iii) willful and continuous failure to perform lawfully assigned duties that are consistent with the Employee’s position with ARAMARK, (iv) willful violation of ARAMARK’s Business Conduct Policy that causes material harm to ARAMARK or its business reputation, or (v) intentionally working against the best interests of ARAMARK; in any case of conduct described in clause (ii)-(v), only if such conduct continues beyond ten business days after receipt by the Employee from ARAMARK of a written demand to cure such conduct.
|
C.
|
If Employee is terminated by ARAMARK for reasons other than Cause, Employee will receive the severance payments and other post-employment benefits during the Severance Pay Period even if Employee commences other employment during such period provided such employment does not violate the terms of Article 2, and subject to the provisions of Article 6.F.
|
D.
|
Notwithstanding anything else contained in this Article 6 to the contrary, ARAMARK may choose not to commence (or to discontinue) providing any payment or benefit unless and until Employee executes and delivers, without revocation, a release in form reasonably acceptable to ARAMARK, as described in Article 6.F within 60 days
|
E.
|
In addition to the remedies set forth in Article 5, ARAMARK reserves the right to terminate all severance payments and other post-employment benefits if Employee violates the covenants set forth in Articles 1, 2, 3 or 4 above in any material respect.
|
F.
|
Employee’s receipt of severance and other post-employment benefits under this Agreement is contingent on (i) Employee’s execution of a release in a form reasonably acceptable to ARAMARK, except that such release shall not include any claims by Employee to enforce Employee’s rights under, or with respect to, (1) this Agreement (including the attached Exhibit A), (2) the Certificate of Incorporation and By-laws of ARAMARK or any parent corporation thereof, (3) any indemnification agreement between the Employee and any of ARAMARK or any parent corporation thereof, (4) the Stockholders Agreement dated on or about January 26, 2007 among ARAMARK Holdings Corporation and the holders party thereto (the “Stockholders Agreement”) and any other agreement referenced therein (including the Registration Rights and Coordination Committee Agreement entered into by ARAMARK Holdings Corporation and the holders party thereto), and the ARAMARK Holdings Corporation 2007 Management Stock Incentive Plan and any award agreements granted thereunder, or (5) any ARAMARK benefit plan pursuant to its terms, and (ii) the expiration of the applicable Age Discrimination in Employment Act revocation period without such release
|
A.
|
As used throughout this Agreement, ARAMARK includes ARAMARK Corporation and its subsidiaries and affiliates or any corporation, joint venture, or other entity in which ARAMARK Corporation or its subsidiaries or affiliates has an equity interest in excess of ten percent (10%).
|
B.
|
Notwithstanding anything to the contrary contained herein, Employee shall, after any termination of employment for Good Reason by Employee or other than for Cause by ARAMARK, retain all rights to indemnification under applicable law or any agreement (including, without limitation, the Stockholders Agreement), or under ARAMARK's or any parent corporation’s Certificate of Incorporation or By-Laws at a level that is at least
|
C.
|
In the event that it is reasonably determined by ARAMARK
that
, as a result of the deferred compensation tax rules under Section 409A of the Internal Revenue Code of 1986, as amended (and any related regulations or other pronouncements thereunder) (“the Deferred Compensation Tax Rules”), any of the payments and benefits that Employee is entitled to under the terms of this Agreement (including under Exhibit A) may not be made at the time contemplated by the terms hereof or thereof, as the case may be, without causing Employee to be subject to tax under the Deferred Compensation Tax Rules, ARAMARK shall, in lieu of providing such payment or benefit when otherwise due under this Agreement, instead provide such payment or benefit on the first day on which such provision would not result in Employee incurring any tax liability under the Deferred Compensation Tax Rules; which day, if Employee is a “specified employee” within the meaning of the Deferred Compensation Tax Rules, shall be the first day following the six-month period beginning on the date of Employee’s termination of employment;
provided
,
further
, that to the extent that the amount of payments due under Article 6.A are not subject to the Deferred Compensation Tax Rules by virtue of the application of Treas. Reg Sec. 1.409A-1(b)(9)(iii)(A), such payments may be made prior to the expiration of such six-month period. In addition, in the event that any payments or benefits that ARAMARK would otherwise be required to provide under this Agreement cannot be provided in the manner contemplated herein without subjecting Employee to
|
D.
|
[Intentionally omitted]
|
E.
|
In the event of a Change of Control as defined in the attached Exhibit A, the provisions of Exhibit A shall apply to Employee. Further, pursuant to the Deferred Compensation Tax Rules, ARAMARK, in its discretion, is permitted to accelerate the time and form of payments provided under the deferred compensation arrangement set forth in this Agreement (including Exhibit A), where the right to the payment arises due to a termination of the arrangement within the 30 days preceding or the 12 months following a change in control event (as defined in the Deferred Compensation Tax Rules).
|
F.
|
If Employee’s employment with ARAMARK terminates solely by reason of a transfer of stock or assets of, or a merger or other disposition of, a subsidiary of ARAMARK (whether direct or indirect), such termination shall not be deemed a termination of employment by ARAMARK for purposes of this Agreement, provided that ARAMARK requires the subsequent employer, by agreement, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that ARAMARK would be required to perform it if no such transaction had taken place. In such case, Employee acknowledges and agrees that ARAMARK may assign this Agreement and
|
G.
|
Employee shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise.
|
H.
|
This Agreement shall supersede and substitute for any previous post-employment or severance agreement between Employee and ARAMARK.
|
I.
|
In the event any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.
|
J.
|
The terms of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflicts of laws principles thereof. For purposes of any action or proceeding, Employee irrevocably submits to the non-exclusive jurisdiction of the courts of Pennsylvania and the courts of the United States of America located in Pennsylvania for the purpose of any judicial proceeding arising out of or relating to this Agreement, and acknowledges that the designated
fora
have a reasonable relation to the Agreement and to the parties’ relationship with one another. Notwithstanding the provisions of this Article 8.J, ARAMARK may, in its discretion, bring an action or special proceeding in any court of competent jurisdiction for the purpose of seeking temporary or preliminary relief pending resolution of a dispute.
|
K.
|
Employee expressly consents to the application of Article 8.J to any judicial action or proceeding arising out of or relating to this Agreement. ARAMARK shall have the right to serve legal process upon Employee in any manner permitted by law. In addition, Employee irrevocably appoints the Executive Vice President, Human Resources of ARAMARK Corporation (or any successor) as Employee’s agent for service of legal process in connection with any such action or proceeding and Employee agrees that service of legal process upon such agent, who shall promptly advise Employee of any such service of legal process at the address of Employee then in the records of ARAMARK, shall be deemed in every respect effective service of legal process upon Employee in any such action or proceeding.
|
L.
|
Employee hereby waives, to the fullest extent permitted by applicable law, any objection that Employee now or hereafter may have to personal jurisdiction or to the laying of venue of any action or proceeding brought in any court referenced in Article 8.J and hereby agrees not to plead or claim the same.
|
M.
|
Notwithstanding any other provision of this Agreement, ARAMARK may, to the extent required by law, withhold applicable federal, state and local income and other taxes from any payments due to Employee hereunder.
|
N.
|
Employee and ARAMARK acknowledge that for purposes of Article 6, Employee’s last hire date with ARAMARK is September 4, 2012.
|
O.
|
This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Company and Employee, and their respective heirs, legal representatives, successors and assigns. Employee acknowledges and agrees that this Agreement, including its provisions on post-employment restrictions, is specifically assignable by ARAMARK.
|
2.
|
EFFECTIVE DATE; TERM
.
|
3.
|
CHANGE OF CONTROL BENEFITS
.
|
A.
|
Severance Payments
. The Company shall pay Executive cash benefits equal to:
|
(i)
|
(1) two times Executive’s Base Salary in effect on the date of the Change of Control or the Termination Date, whichever is higher;
provided
that if any reduction of the Base Salary has occurred, then the Base Salary on either date shall be as in effect immediately prior to such reduction,
|
(ii)
|
(2) the higher of: (A) two times Executive’s Target Bonus in effect on the date of the Change of Control or the Termination Date, whichever is greater; or (B) two times Executive’s most recent actual annual bonus, payable in either case ratably in regular installments at the same time as payments are made to Executive under Section 3(a)(1) above;
provided
that if any reduction of the Target Bonus has occurred, then the Target Bonus on either date shall be as in effect immediately prior to such reduction; and
|
(iii)
|
(3) Executive’s Target Bonus (as determined in (2), above) multiplied by a fraction, the numerator of which shall equal the number of days Executive was employed by the Company in the Company fiscal year in which the Termination Date occurs and the denominator of which shall equal 365, payable as a cash lump sum within forty days after the Termination Date; and
|
(iv)
|
(4) in the case of a termination of employment by Executive for Good Reason, an amount equal to the severance pay specified in Article 6.A.1. of the attached Management Committee Agreement (as defined in Section 8 hereof), payable according to the schedule set forth therein, determined as if Executive’s employment had been terminated by ARAMARK without Cause on the Termination Date.
|
B.
|
Continuation of Benefits
. Until the second anniversary of the Termination Date, the Company shall at its expense provide Executive and Executive’s spouse and dependents with medical, life insurance and disability coverages at the level provided to Executive immediately prior to the Change of Control;
provided
,
however
, that if Executive becomes employed by a new employer, continuing coverage from the Company will become secondary to any coverage afforded by the new employer. In the event benefits are continued under this Section 3(b), such continued benefits shall be in lieu of those specified in Article 6.A.2.a of the attached Management Committee Agreement (as defined in Section 8 hereof).
|
C.
|
Payment of Earned But Unpaid Amounts
. Within forty days after the Termination Date, the Company shall pay Executive the Base Salary through the Termination Date, any Bonus earned but unpaid as of the Termination Date for
any
previously completed fiscal year of the Company, to the extent not previously deferred under a particular deferred compensation plan,
and reimbursement for any unreimbursed expenses properly incurred by Executive in accordance with Company policies prior to the Termination Date. Executive shall also receive such employee benefits, if any, to which Executive may be entitled from time to time
|
D.
|
Outplacement Counseling
. For the two-year period following the Termination Date (or, if earlier, the date Executive first obtains full-time employment after the Termination Date), the Company shall reimburse all reasonable expenses incurred by Executive for professional outplacement services by qualified consultants selected by Executive, in an amount not to exceed 20% of the Executive’s Base Salary in effect on the date of the Change of Control or the Termination Date, whichever is higher. All such reimbursement payments shall be made prior to the last day of the second calendar year following the calendar year in which the Termination Date occurs.
|
E.
|
Vesting of Other Benefits
. Executive shall be entitled to such accelerated vesting of outstanding equity-based awards or retirement plan benefits as is specified under the terms of the applicable plans, agreements and arrangements.
|
4.
|
MITIGATION
.
|
5.
|
EXCISE TAX CONSEQUENCES
.
|
A.
|
In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by the Company, any of its affiliates, or one or more trusts established by the Company for the benefit of its employees, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Exhibit, or otherwise) (a “Payment”) is subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), if the net after‑tax amount of such Payments, after Executive has paid all taxes due thereon (including, without limitation, taxes due under Section 4999 of the Code) is less than the net after-tax amount of all such Payments and benefits otherwise due to Executive in the aggregate, if such aggregate Payments were reduced to an amount equal to 2.99 times the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code), then the
|
B.
|
All determinations required to be made under this Section 5, including whether and when a cutback is to be made, and the assumptions to be utilized in arriving at such determination, shall be made by such nationally recognized certified public accounting firm as may be designated by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within ten business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company.
|
C.
|
Notwithstanding anything contained in this Agreement or any other agreement between the Executive and the Company or any of its subsidiaries to the contrary, the Executive and the Company shall in good faith attempt to agree on steps to ensure that no payments to which the Executive would otherwise be entitled to receive pursuant to this Agreement or any such other agreement will be “parachute payments” (as defined in Section 280G(b)(2) of the Code).
|
6.
|
TERMINATION FOR CAUSE.
|
7.
|
INDEMNIFICATION; DIRECTOR’S AND OFFICER’S LIABILITY INSURANCE.
|
8.
|
EXECUTIVE COVENANTS.
|
9.
|
COSTS OF PROCEEDINGS.
|
10.
|
ASSIGNMENT.
|
11.
|
WITHHOLDING.
|
12.
|
APPLICABLE LAW.
|
13.
|
NOTICE.
|
14.
|
ENTIRE AGREEMENT; MODIFICATION.
|
15.
|
SEVERABILITY.
|
1.
|
“
ACT
” MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
|
2.
|
“
AFFILIATE
” SHALL HAVE THE MEANING SET FORTH IN THE STOCKHOLDERS AGREEMENT.
|
3.
|
“
BASE SALARY
” MEANS EXECUTIVE’S ANNUAL RATE OF BASE SALARY IN EFFECT ON THE DATE IN QUESTION.
|
4.
|
“
BONUS
” MEANS THE AMOUNT PAYABLE TO EXECUTIVE UNDER THE COMPANY’S APPLICABLE ANNUAL BONUS PLAN WITH RESPECT TO A FISCAL YEAR OF THE COMPANY.
|
5.
|
“
CAUSE
” MEANS “CAUSE” AS DEFINED IN THE MANAGEMENT COMMITTEE AGREEMENT OF WHICH THIS SCHEDULE A FORMS A PART.
|
6.
|
“
CHANGE OF CONTROL
” MEANS THE FIRST TO OCCUR OF ANY OF THE FOLLOWING:
|
7.
|
“
CODE
” MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
|
8.
|
“
COMPANY
” MEANS ARAMARK CORPORATION OR ANY OF ITS PARENTS AND ANY SUCCESSOR OR SUCCESSORS THERETO.
|
9.
|
“
GOOD REASON
” MEANS ANY OF THE FOLLOWING ACTIONS ON OR AFTER A CHANGE OF CONTROL, WITHOUT EXECUTIVE’S EXPRESS PRIOR WRITTEN APPROVAL, OTHER THAN DUE TO EXECUTIVE’S PERMANENT DISABILITY OR DEATH:
|
(a)
|
any decrease in Base Salary or Target Bonus;
|
(b)
|
any decrease in Executive’s pension benefit opportunities or any material diminution in the aggregate employee benefits, in each case, afforded to the Executive immediately prior to the Change of Control, but not including any such decrease or diminution that is inadvertent and that is cured within 30 days following written notice of such decrease or diminution by Executive to the Company;
|
(c)
|
any diminution in Executive’s title or reporting relationship, or substantial diminution in duties or responsibilities (other than solely as a result of a Change of Control in which the Company immediately thereafter is no longer publicly held); or
|
(d)
|
any relocation of Executive’s principal place of business of 35 miles or more, other than normal travel consistent with past practice.
|
10.
|
“
PERMANENT DISABILITY
” MEANS “PERMANENT DISABILITY” AS DEFINED IN THE COMPANY’S LONG-TERM DISABILITY PLAN AS IN EFFECT FROM TIME TO TIME, OR IF THERE SHALL BE NO PLAN, THE INABILITY OF EXECUTIVE TO PERFORM IN ALL MATERIAL RESPECTS EXECUTIVE’S DUTIES AND RESPONSIBILITIES TO THE COMPANY OR ANY AFFILIATE FOR A PERIOD OF SIX (6) CONSECUTIVE MONTHS OR FOR AN AGGREGATE OF NINE (9) MONTHS IN ANY TWENTY-FOUR (24) CONSECUTIVE MONTH PERIOD BY REASON OF A PHYSICAL OR MENTAL INCAPACITY.
|
11.
|
“
PERMITTED HOLDER
” SHALL HAVE THE SAME MEANING AS SET FORTH IN THE STOCKHOLDERS AGREEMENT.
|
12.
|
“
TARGET BONUS
” MEANS THE TARGET BONUS ESTABLISHED FOR EXECUTIVE IN RESPECT OF ANY GIVEN YEAR, WHETHER EXPRESSED AS A PERCENTAGE OF BASE SALARY OR A DOLLAR AMOUNT.
|
1.
|
Certain Definitions.
|
2.
|
Maintenance of Insurance; Limitations.
|
3.
|
Indemnification of Indemnitee.
|
4.
|
Additional Indemnity.
|
5.
|
Limitations on Indemnity.
|
6.
|
Continuation of Indemnity.
|
7.
|
Notification and Defense of Claim.
|
8.
|
Procedures for Determination of Entitlement to Indemnification.
|
9.
|
Presumptions and Effect of Certain Proceedings.
|
10.
|
Advance of Expenses, Judgments, Etc.
|
11.
|
Enforcement.
|
12.
|
Establishment of Trust.
|
13.
|
Other Rights and Remedies.
|
14.
|
Notices.
|
15.
|
Subrogation.
|
16.
|
No Construction as Employment Agreement.
|
17.
|
Severability.
|
18.
|
No Third Party Beneficiaries.
|
19.
|
Governing Law; Binding Effect; Amendment, Termination, Assignment and Waiver.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARAMARK Corporation
|
||
|
|
|
|
|||||
/s/ KAREN A. WALLACE
|
|
|
|
By:
|
|
/s/ ERIC J. FOSS
|
||
Karen A. Wallace
|
|
|
|
Eric J. Foss
Chief Executive Officer and President
|
1.
|
Certain Definitions.
|
2.
|
Maintenance of Insurance; Limitations.
|
3.
|
Indemnification of Indemnitee.
|
4.
|
Additional Indemnity.
|
5.
|
Limitations on Indemnity.
|
6.
|
Continuation of Indemnity.
|
7.
|
Notification and Defense of Claim.
|
8.
|
Procedures for Determination of Entitlement to Indemnification.
|
9.
|
Presumptions and Effect of Certain Proceedings.
|
10.
|
Advance of Expenses, Judgments, Etc.
|
11.
|
Enforcement.
|
12.
|
Establishment of Trust.
|
13.
|
Other Rights and Remedies.
|
14.
|
Notices.
|
15.
|
Subrogation.
|
16.
|
No Construction as Employment Agreement.
|
17.
|
Severability.
|
18.
|
No Third Party Beneficiaries.
|
19.
|
Governing Law; Binding Effect; Amendment, Termination, Assignment and Waiver.
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ARAMARK Corporation
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/s/ STEPHEN R. REYNOLDS
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By:
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/s/ ERIC J. FOSS
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Stephen R. Reynolds
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Eric J. Foss
Chief Executive Officer and President
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Fiscal Year
Ended
September 28, 2012
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Fiscal Year
Ended
September 30, 2011
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Fiscal Year
Ended
October 1, 2010
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Fiscal Year
Ended
October 2, 2009
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Fiscal Year
Ended
October 3, 2008
(B)
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Income (loss) from continuing operations before income taxes
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$
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180,470
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$
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121,949
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$
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32,986
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$
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(23,721
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)
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$
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42,804
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Fixed charges, excluding capitalized interest
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467,381
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501,175
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509,344
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540,999
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576,645
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Undistributed earnings of less than 50% owned affiliates
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(21,423
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(24,523
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(22,114
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(16,549
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(13,888
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Earnings, as adjusted
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$
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626,428
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$
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598,601
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$
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520,216
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$
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500,729
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$
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605,561
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Interest expense
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$
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407,234
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$
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444,915
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$
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451,828
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$
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485,132
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$
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517,334
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Portion of operating lease rentals representative of interest factor
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59,133
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56,033
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57,467
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55,267
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59,311
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Fixed charges
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$
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466,367
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$
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500,948
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$
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509,295
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$
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540,399
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$
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576,645
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Ratio of earnings to fixed charges
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1.3
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x
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1.2
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x
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1.0
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x
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0.9
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x
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1.1
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x
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(A)
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For the purpose of determining the ratio of earnings to fixed charges, earnings include pretax income (loss) from continuing operations plus fixed charges (excluding capitalized interest). Fixed charges consist of interest on all indebtedness (including capitalized interest) plus that portion of operating lease rentals representative of the interest factor (deemed to be one-third of operating lease rentals). Prior periods have been adjusted to reflect Galls, LLC, as a discontinued operation.
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(B)
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Fiscal 2008 was a 53 week year.
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Subsidiary
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Jurisdiction of Formation
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United States:
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1ST & Fresh, LLC
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Delaware
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Addison Concessions, Inc.
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Delaware
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American Snack & Beverage, LLC
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Florida
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ARAMARK American Food Services, LLC
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Ohio
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ARAMARK Asia Management, LLC
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Delaware
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ARAMARK Aviation Services Limited Partnership
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Delaware
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ARAMARK Business & Industry, LLC
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Delaware
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ARAMARK Business Dining Services of Texas, LLC
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Texas
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ARAMARK Business Facilities, LLC
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Delaware
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ARAMARK Campus, LLC
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Delaware
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ARAMARK Capital Asset Services, LLC
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Wisconsin
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ARAMARK Cleanroom Services, LLC
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Delaware
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ARAMARK Cleanroom Services (Puerto Rico), Inc.
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Delaware
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ARAMARK Concessions Services Joint Venture
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Texas
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ARAMARK Confection, LLC
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Delaware
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ARAMARK Construction Services, Inc.
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Delaware
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ARAMARK Construction and Energy Services, LLC
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Delaware
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Alt. Name: ARAMARK Asset Solutions
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ARAMARK Consumer Discount Company
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Pennsylvania
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ARAMARK Correctional Services, LLC
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Delaware
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ARAMARK CTS, LLC
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Delaware
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ARAMARK Distribution Services, Inc.
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Illinois
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ARAMARK Educational Group, LLC
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Delaware
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ARAMARK Educational Services of Texas, LLC
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Texas
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ARAMARK Educational Services of Vermont, Inc.
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Vermont
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ARAMARK Educational Services, LLC
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Delaware
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ARAMARK Engineering Associates, LLC
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Delaware
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ARAMARK Entertainment, LLC
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Delaware
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ARAMARK Executive Management Services USA, Inc.
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Delaware
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ARAMARK Facilities Management, LLC
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Delaware
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ARAMARK Facility Management Corporation of Iowa
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Iowa
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ARAMARK Facility Services, LLC
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Delaware
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ARAMARK FHC Business Services, LLC
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Delaware
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ARAMARK FHC Campus Services, LLC
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Delaware
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ARAMARK FHC Correctional Services, LLC
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Delaware
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ARAMARK FHC Healthcare Support Services, LLC
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Delaware
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ARAMARK FHC Kansas, Inc.
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Kansas
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ARAMARK FHC Refreshment Services, LLC
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Delaware
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ARAMARK FHC School Support Services, LLC
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Delaware
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ARAMARK FHC Services, LLC
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Delaware
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ARAMARK FHC Sports and Entertainment Services, LLC
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Delaware
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ARAMARK FHC, LLC
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Delaware
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ARAMARK Food and Support Services Group, Inc.
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Delaware
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ARAMARK Food Service, LLC
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Delaware
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ARAMARK Food Service Corporation of Kansas
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Kansas
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ARAMARK Food Service of Texas, LLC
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Texas
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ARAMARK FSM, LLC
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Delaware
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ARAMARK Gourmet Business Services Atlanta, LLC
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Georgia
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ARAMARK Healthcare Support Services of Texas, Inc.
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Texas
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ARAMARK Healthcare Support Services of the Virgin Islands, Inc.
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Delaware
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ARAMARK Healthcare Support Services, LLC
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Delaware
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ARAMARK Healthcare Technologies, LLC
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Delaware
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ARAMARK India Holdings LLC
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Delaware
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ARAMARK Industrial Services, LLC
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Delaware
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ARAMARK Japan, Inc.
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Delaware
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ARAMARK Kitty Hawk, Inc.
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Idaho
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ARAMARK Lakewood Associates
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Georgia
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ARAMARK Management, LLC
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Delaware
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ARAMARK Management Services Limited Partnership
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Delaware
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ARAMARK Marketing Services Group, Inc.
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Delaware
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ARAMARK North Carolina Technical Services, LLC
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Delaware
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ARAMARK Organizational Services, Inc.
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Delaware
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ARAMARK Orlando Culinary Partners, LLC
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Delaware
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ARAMARK Processing, LLC
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Delaware
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ARAMARK Qatar, LLC
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Delaware
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ARAMARK Rail Services, LLC
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Delaware
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ARAMARK RAV, LLC
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Delaware
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ARAMARK RBI, Inc.
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Delaware
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ARAMARK Receivables LLC
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Delaware
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ARAMARK Refreshment Services, LLC
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Delaware
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ARAMARK Refreshment Services of Tampa, LLC
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Delaware
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ARAMARK Schools Facilities, LLC
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Delaware
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ARAMARK Schools, LLC
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Delaware
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ARAMARK SCM, Inc.
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Delaware
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ARAMARK Senior Living Services, LLC
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Delaware
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ARAMARK Senior Notes Company
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Delaware
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ARAMARK Services Management of AZ, Inc.
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Arizona
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ARAMARK Services Management of HI, Inc.
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Hawaii
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ARAMARK Services Management of IL, Inc.
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Illinois
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ARAMARK Services Management of MI, Inc.
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Michigan
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ARAMARK Services Management of NJ, Inc.
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New Jersey
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ARAMARK Services Management of OH, Inc.
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Ohio
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ARAMARK Services Management of SC, Inc.
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South Carolina
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ARAMARK Services Management of WI, Inc.
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Wisconsin
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ARAMARK Services of Kansas, Inc.
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Kansas
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ARAMARK Services of Puerto Rico, Inc.
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Delaware
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ARAMARK SM Management Services, Inc.
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Delaware
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ARAMARK SMMS LLC
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Delaware
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ARAMARK SMMS Real Estate LLC
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Delaware
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ARAMARK Sports and Entertainment Group, LLC
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Delaware
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ARAMARK Sports and Entertainment Services, LLC
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Delaware
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ARAMARK Sports and Entertainment Services of Texas, LLC
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Texas
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ARAMARK Sports and Entertainment Services, Inc./Martin’s Stadium, Inc. Joint Venture
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Maryland
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ARAMARK Sports and Entertainment Services/Quality Concessions Joint Venture
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Texas
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ARAMARK Sports Facilities, LLC
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Delaware
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ARAMARK Sports, LLC
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Delaware
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ARAMARK Summer Games 1996, LLC
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Delaware
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ARAMARK Technical Services North Carolina, Inc.
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North Carolina
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ARAMARK Togwotee, LLC
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Delaware
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ARAMARK U.S. Offshore Services, LLC
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Delaware
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ARAMARK Uniform & Career Apparel Group, Inc.
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Delaware
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ARAMARK Uniform & Career Apparel, LLC
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Delaware
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Alt. Name: ARAMARK Uniform Services; Wearguard-Crest
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ARAMARK Uniform Manufacturing Company
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Delaware
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ARAMARK Uniform Services (Baltimore) LLC
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Delaware
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ARAMARK Uniform Services (Carmelo) LLC
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Delaware
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ARAMARK Uniform Services (Matchpoint) LLC
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Delaware
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ARAMARK Uniform Services (Midwest) LLC
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Delaware
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ARAMARK Uniform Services (Rochester) LLC
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Delaware
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ARAMARK Uniform Services (Santa Ana) LLC
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Delaware
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ARAMARK Uniform Services (Syracuse) LLC
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Delaware
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ARAMARK Uniform Services (Texas) LLC
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Delaware
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ARAMARK Uniform Services (West Adams) LLC
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Delaware
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ARAMARK Venue Services, Inc.
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Delaware
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ARAMARK WTC, LLC
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Delaware
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ARAMARK-Gourmet Atlanta, L.L.C.
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Georgia
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ARAMARK-Gourmet DPS, LLC
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Michigan
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ARAMARK-Jay Concessions of St. Louis
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Missouri
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ARAMARK-KWAME of St. Louis, LLC
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Delaware
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ARAMARK-SFS Healthcare J.V., L.L.C.
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Delaware
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ARAMARK/Boston Concessions Joint Venture
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Massachusetts
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ARAMARK/Giacometti Joint Venture
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Oregon
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ARAMARK/Globetrotters, LLC
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Delaware
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ARAMARK/GM Joint Venture
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Pennsylvania
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ARAMARK/Gourmet HE-1, LLC
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North Carolina
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ARAMARK/Gourmet HE-2, LLC
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North Carolina
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ARAMARK/Hart Lyman Entertainment, LLC
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Delaware
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ARAMARK/HMS, LLC
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Delaware
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ARAMARK/Jackmont, LLC
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Georgia
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ARAMARK/Martin's Class Act Joint Venture
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Maryland
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ARAMARK/Martin's Stadium Concession Services J.V.
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Maryland
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ARAMARK/O’Donnell Catering Joint Venture, LLC
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Delaware
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ARAMARK/QHC, LLC
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Delaware
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ARAMARK/SFS Joint Venture
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Delaware
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ARAMARK/TLS Joint Venture
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Pennsylvania
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ARAMARK/UCFS, LLC
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Delaware
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Aventura Chicago, LLC
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Delaware
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Brand Coffee Service, Inc.
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Texas
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COHR Holdings, Inc.
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Delaware
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COHR, Inc.
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Delaware
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Connected Services, LLC
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Delaware
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Corporate Coffee Systems, LLC
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Delaware
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Delicious on West Street LLC
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New York
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D.G. Maren II, Inc.
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Delaware
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Delsac VIII, Inc.
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Delaware
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Doyon/ARAMARK Denali National Park Concessions Joint Venture
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Alaska
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Filterfresh Coffee Service, Inc.
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Delaware
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Filterfresh Franchise Group, LLC
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Delaware
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Fine Host Holdings, LLC
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Delaware
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Genesis Technology Partners, LLC
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Nebraska
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Glacier Bay National Park and Preserve Concessions, LLC
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Alaska
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Gourmet ARAMARK Services, LLC
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Delaware
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Gourmet/ARAMARK Correctional, LLC
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Delaware
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GTP Acquisition Co.
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Delaware
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Harrison Conference Associates, LLC
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Delaware
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Harrison Conference Center of Glen Cove,Inc.
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New York
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Harrison Conference Center of Lake Bluff, Inc.
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Illinois
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Harrison Conference Services of Massachusetts, LLC
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Massachusetts
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Harrison Conference Services of North Carolina, LLC
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North Carolina
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Harrison Conference Services of Princeton, Inc.
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New Jersey
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Harrison Conference Services of Wellesley, LLC
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Massachusetts
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Harry M. Stevens, LLC
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Delaware
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Harry M. Stevens, Inc. of New Jersey
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New Jersey
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Harry M. Stevens, Inc. of Penn.
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Pennsylvania
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Kowalski-Dickow Associates, LLC
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Wisconsin
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L&N Uniform Supply, LLC
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California
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Lake Tahoe Cruises, LLC
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California
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Landy Textile Rental Services, LLC
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Delaware
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Lifeworks Restaurant Group, LLC
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Delaware
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MPBP Holdings, Inc.
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Delaware
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MyAssistant, Inc.
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Pennsylvania
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New ARAMARK, LLC
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Delaware
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Overall Laundry Services, Inc.
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Washington
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Paradise Hornblower, LLC
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California
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Philadelphia Ballpark Concessions Joint Venture
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Pennsylvania
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Potomac Coffee, LLC
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Delaware
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ReMedPar, Inc.
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Delaware
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Restaura, Inc.
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Michigan
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Shoreline Operating Company, Inc.
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California
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Sun Office Service, Inc.
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Texas
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Tahoe Rocket LP
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California
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Tarrant County Concessions, LLC
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Texas
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The ARAMARK Foundation
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Pennsylvania
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Travel Systems, LLC
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Nevada
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Van Houtte USA Holdungs Inc.
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Delaware
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International:
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AIM Services Co. Ltd.
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Japan
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AIL Servicos Alimenticios e Participacoes Ltda.
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Brazil
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ARA Catering and Vending Services Limited
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United Kingdom
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ARA Coffee Club Limited
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United Kingdom
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ARA Coffee System Limited
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United Kingdom
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ARA Food Services Limited
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United Kingdom
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ARA Marketing Services Limited
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United Kingdom
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ARA Offshore Services Limited
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United Kingdom
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ARAKOR Co. Ltd.
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Korea
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ARAMARK (BVI) Limited
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British Virgin Islands
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ARAMARK Airport Services Limited
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United Kingdom
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ARAMARK B.V.
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Netherlands
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ARAMARK Beverages Limited
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United Kingdom
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ARAMARK Canada Ltd.
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Canada
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ARAMARK Canadian Investments Inc.
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Canada
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ARAMARK Catering Limited
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United Kingdom
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ARAMARK CCT Trustees Limited
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United Kingdom
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ARAMARK China Holdings Limited
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Hong Kong
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ARAMARK Cleaning S.A.
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Belgium
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ARAMARK Colombia SAS
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Colombia
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ARAMARK Denmark ApS
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Denmark
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ARAMARK Entertainment Services (Canada) Inc.
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Canada
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ARAMARK GmbH
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Germany
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ARAMARK Gulf Limited
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United Kingdom
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ARAMARK Holdings GmbH & Co. KG
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Germany
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ARAMARK Holdings Ltd.
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United Kingdom
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ARAMARK India Private Limited
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India
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ARAMARK Inversiones Latinoamericanas Limitada
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Chile
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ARAMARK Investments Limited
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United Kingdom
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ARAMARK Ireland Holdings Limited
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Ireland
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ARAMARK Kazakhstan Ltd.
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Kazakhstan
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ARAMARK Limited
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United Kingdom
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ARAMARK Management GmbH
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Germany
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ARAMARK Manning Services UK Limited
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United Kingdom
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ARAMARK Mexico, S.A. de C.V.
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Mexico
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ARAMARK Monclova Distribution Company S. de R.L. de C.V.
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Mexico
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ARAMARK Monclova Manufacturing de Mexico, S.A. de C.V.
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Mexico
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ARAMARK Monclova Services Company S. de R.L. de C.V.
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Mexico
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ARAMARK Norway SA
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Norway
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ARAMARK Partnership Limited
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United Kingdom
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ARAMARK Peru Servicios de Intermediacion SRL
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Peru
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ARAMARK Peru, S.A.C.
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Peru
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ARAMARK Property Services Limited
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Ireland
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ARAMARK Quebec Inc.
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Canada
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ARAMARK Remote Workplace Services Ltd.
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Canada
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ARAMARK Restaurations GmbH
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Germany
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ARAMARK S.A.
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Belgium
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ARAMARK S.A. de C.V.
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Mexico
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ARAMARK S.R.O.
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Czech Republic
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ARAMARK SARL
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Luxembourg
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ARAMARK School Catering Facility Ltd.
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Czech Republic
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ARAMARK Service Industries (China) Co., Ltd.
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China
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ARAMARK Services SA
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Belgium
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ARAMARK Servicios de Catering, S.L.
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Spain
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ARAMARK Servicios Industriales, S. de R.L. de C.V.
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Mexico
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ARAMARK Servicios Integrales, S.A.
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Spain
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ARAMARK Servicios Mineros y Remotos Limitada
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Chile
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ARAMARK Sub Investments Limited
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United Kingdom
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ARAMARK Trustees Limited
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United Kingdom
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ARAMARK Uniform Holding de Mexico, S.A. de C.V.
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Mexico
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ARAMARK Uniform Services (Canada) Ltd.
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Canada
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ARAMARK Uniform Services Japan Corporation
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Japan
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ARAMARK Workplace Solutions (UK) Ltd.
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United Kingdom
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ARAMARK Worldwide Investments Limited
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United Kingdom
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ARAMARK/Dasko Restaurant and Catering Services S.A.
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Greece
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ARAMONT Company Ltd.
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Bermuda
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Beijing Golden Collar Dining Ltd.
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China
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Campbell Catering (Belfast) Ltd.
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Northern Ireland
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Campbell Catering (N.I.) Ltd.
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Northern Ireland
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Campbell Catering Holdings Limited
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Ireland
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Campbell Catering Limited
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United Kingdom
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Campbell Catering Ltd.
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Ireland
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Campbell Catering Services
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Ireland
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Catering Alliance Limited
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United Kingdom
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Caterwise Food Services Limited
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United Kingdom
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CDR Mantenimiento Integral S.A.
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Chile
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Central de Abastecimiento Limitada
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Chile
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Central de Restaurantes ARAMARK Limitada
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Chile
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Central de Restaurantes ARAMARK Multiservicios Limitada
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Chile
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Central de Restaurantes S.R.L.
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Argentina
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Central Multiservicios S.R.L.
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Argentina
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Centrapal S.R.L.
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Argentina
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Centro de Innovacion y Servicio S.A.
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Chile
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Complete Purchasing Services Inc.
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Canada
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Distributor JV Limited
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British Virgin Islands
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Effective Partnerships Limited
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United Kingdom
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Food JV Limited
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British Virgin Islands
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Glenrye Properties Services Limited
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Ireland
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Hunters Catering Partnership Limited
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United Kingdom
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Instituto ICS S.A.
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Chile
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Inversiones ARAMARK Chile Limitada
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Chile
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Inversiones Centralcorp Ltda.
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Chile
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Inversiones en Aseo y Mantenimento S.A
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Chile
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Inversiones Palm S.A.
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Chile
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Irish Estates (Facilities Management) Limited
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Ireland
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MESA
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Cayman Islands
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Nissho Linen
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Japan
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Orange Support Services Limited
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United Kingdom
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Premier Management Company (Dublin) Limited
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Ireland
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Premier Partnership (Catering) Limited
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United Kingdom
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Seguricorp Servicios S.A.
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Chile
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Spokesoft Technologies Limited
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Ireland
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Stuart Cabeldu Catering Limited
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United Kingdom
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The Original Food Company Limited
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United Kingdom
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Vector Environmental Services Limited
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Northern Ireland
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Vector Workplace and Facility Management Limited
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Ireland
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Veris Property Management Limited
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United Kingdom
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Veris UK Limited
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United Kingdom
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/s/ DELOITTE TOUCHE TOHMATSU LLC
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Tokyo, Japan
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December 13, 2012
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1.
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I have reviewed this annual report on Form 10-K of ARAMARK Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ ERIC FOSS
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Eric Foss
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Chief Executive Officer and President
|
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1.
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I have reviewed this annual report on Form 10-K of ARAMARK Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ L. FREDERICK SUTHERLAND
|
L. Frederick Sutherland
|
Executive Vice President and
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ ERIC FOSS
|
Eric Foss
|
Chief Executive Officer and President
|
|
|
/s/ L. FREDERICK SUTHERLAND
|
L. Frederick Sutherland
|
Executive Vice President and Chief Financial Officer
|
|
Thousands of Yen
|
|
Thousands of
U.S. Dollars (Note 1) |
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
||||||
Short-term bank loans (Note 5)
|
|
|
¥
|
2,000,000
|
|
|
|
|
||||
Payables:
|
|
|
|
|
|
|
||||||
Trade notes
|
¥
|
240,009
|
|
|
234,166
|
|
|
$
|
2,892
|
|
|
|
Trade accounts
|
8,425,860
|
|
|
7,569,823
|
|
|
101,516
|
|
|
|||
Other
|
107,394
|
|
|
406,474
|
|
|
1,294
|
|
|
|||
Income tax payable
|
1,913,103
|
|
|
1,022,938
|
|
|
23,050
|
|
|
|||
Consumption tax payable
|
1,018,512
|
|
|
658,801
|
|
|
12,271
|
|
|
|||
Accrued bonuses to employees
|
3,458,791
|
|
|
3,511,434
|
|
|
41,672
|
|
|
|||
Accrued bonuses to directors and corporate auditors
|
29,250
|
|
|
29,250
|
|
|
352
|
|
|
|||
Other accrued expenses
|
6,751,363
|
|
|
6,100,893
|
|
|
81,342
|
|
|
|||
Other current liabilities
|
1,334,676
|
|
|
878,898
|
|
|
16,081
|
|
|
|||
Total current liabilities
|
23,278,958
|
|
|
22,412,677
|
|
|
280,470
|
|
|
|||
|
|
|
|
|
|
|
||||||
LONG‑TERM LIABILITIES:
|
|
|
|
|
|
|
||||||
Employees’ retirement benefits (Notes 2.k and 6)
|
1,218,329
|
|
|
1,323,465
|
|
|
14,679
|
|
|
|||
Retirement benefits for directors and corporate auditors (Note 2.k)
|
56,066
|
|
|
80,343
|
|
|
675
|
|
|
|||
Long-term lease obligations (Note 9)
|
573,545
|
|
|
460,752
|
|
|
6,910
|
|
|
|||
Other long-term liabilities (Note 10)
|
232,067
|
|
|
232,689
|
|
|
2,796
|
|
|
|||
Total long-term liabilities
|
2,080,007
|
|
|
2,097,249
|
|
|
25,060
|
|
|
|||
EQUITY (Notes 7 and 14)
|
|
|
|
|
|
|
||||||
Common stock—authorized, 7,000,000 shares; issued, 556 shares in 2012 and 2011; and class shares subject to call option—authorized, 14,000,000 shares; issued, 11,507,826 shares in 2012 and 2011
|
1,909,797
|
|
|
1,909,797
|
|
|
23,010
|
|
|
|||
Class A shares—authorized, 7,000,000 shares;
issued, no shares in 2012 and 2011 |
|
|
|
|
|
|
||||||
Additional paid-in capital
|
2,591,398
|
|
|
2,591,398
|
|
|
31,222
|
|
|
|||
Retained earnings
|
11,339,464
|
|
|
10,124,683
|
|
|
136,620
|
|
|
|||
Treasury stock—at cost:
Common stock—2 shares in 2012 and 2011; and class shares subject to call
option—11,507,826 shares in 2012 and 2011
|
(680,820)
|
|
|
(680,820)
|
|
|
(8,203)
|
|
|
|||
Accumulated other comprehensive income
|
|
|
|
|
|
|
||||||
Unrealized loss on available-for-sale securities
|
(2,803)
|
|
|
(7,609)
|
|
|
(34)
|
|
|
|||
Total equity
|
15,157,036
|
|
|
13,937,449
|
|
|
182,615
|
|
|
|||
TOTAL
|
¥
|
40,516,001
|
|
|
¥
|
38,447,375
|
|
|
$
|
488,145
|
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
(Note 1) |
|
||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
||||||||
NET SALES (Note 2.r)
|
¥
|
147,608,039
|
|
|
¥
|
144,862,497
|
|
|
¥
|
142,689,075
|
|
|
$
|
1,778,410
|
|
|
COST OF SALES
|
130,143,576
|
|
|
126,605,907
|
|
|
125,208,085
|
|
|
1,567,995
|
|
|
||||
Gross profit
|
17,464,463
|
|
|
18,256,590
|
|
|
17,480,990
|
|
|
210,415
|
|
|
||||
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES |
11,640,463
|
|
|
12,013,783
|
|
|
10,929,172
|
|
|
140,246
|
|
|
||||
Operating income
|
5,824,000
|
|
|
6,242,807
|
|
|
6,551,818
|
|
|
70,169
|
|
|
||||
OTHER INCOME (EXPENSES):
|
|
|
|
|
|
|
|
|
||||||||
Interest and dividend income
|
22,957
|
|
|
13,649
|
|
|
14,890
|
|
|
276
|
|
|
||||
Interest expense
|
(21,356)
|
|
|
(16,500)
|
|
|
(18,716)
|
|
|
(257)
|
|
|
||||
Loss on impairment of long-lived assets (Note 2.g)
|
(14,614)
|
|
|
|
|
(128,230)
|
|
|
(176)
|
|
|
|||||
Gain on sales of shares of subsidiaries (Note 2.a)
|
|
|
313,669
|
|
|
|
|
|
|
|||||||
Impairment loss of goodwill (Note 2.a)
|
|
|
|
|
(578,056)
|
|
|
|
|
|||||||
Equity in earnings of associated company
|
110,410
|
|
|
112,078
|
|
|
114,587
|
|
|
1,330
|
|
|
||||
Other—net (Note 3)
|
43,631
|
|
|
(24,708)
|
|
|
63,584
|
|
|
526
|
|
|
||||
Other income (expenses)—net
|
141,028
|
|
|
398,188
|
|
|
(531,941
|
)
|
|
1,699
|
|
|
||||
INCOME BEFORE INCOME TAXES AND
NONCONTROLLING INTERESTS |
5,965,028
|
|
|
6,640,995
|
|
|
6,019,877
|
|
|
71,868
|
|
|
||||
INCOME TAXES (Note 8):
|
|
|
|
|
|
|
|
|
||||||||
Current
|
2,927,892
|
|
|
3,163,705
|
|
|
2,939,221
|
|
|
35,276
|
|
|
||||
Deferred
|
110,495
|
|
|
12,316
|
|
|
137,010
|
|
|
1,331
|
|
|
||||
Total income taxes
|
3,038,387
|
|
|
3,176,021
|
|
|
3,076,231
|
|
|
36,607
|
|
|
||||
NET INCOME
|
2,926,641
|
|
|
3,464,974
|
|
|
2,943,646
|
|
|
35,261
|
|
|
||||
NONCONTROLLING INTERESTS IN NET INCOME
|
|
|
(8,666)
|
|
|
(5,897)
|
|
|
|
|
||||||
NET INCOME ATTRIBUTABLE TO OWNERS OF PARENT COMPANY
|
¥
|
2,926,641
|
|
|
¥
|
3,456,308
|
|
|
¥
|
2,937,749
|
|
|
$
|
35,261
|
|
|
|
Yen
|
|
U.S. Dollars
(Note 1)
|
||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
EARNINGS PER SHARE OF COMMON STOCK—Net income (Note 2.q)
|
¥5,282,745.54
|
|
¥6,238,824.08
|
|
¥5,302,795.87
|
|
$63,647.54
|
|
Thousands of Yen
|
|
Thousands of
U.S. Dollars (Note 1) |
|
||||||||||
|
2012
|
|
2011
|
|
|
|
2012
|
|
||||||
NET INCOME
|
¥
|
2,926,641
|
|
|
¥
|
3,464,974
|
|
|
|
|
$
|
35,261
|
|
|
OTHER COMPREHENSIVE INCOME:
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on available-for-sale securities
(net of tax)
|
4,806
|
|
|
(40,691)
|
|
|
|
|
586
|
|
|
|||
Total other comprehensive income
|
4,806
|
|
|
(40,691)
|
|
|
|
|
586
|
|
|
|||
COMPREHENSIVE INCOME (Note 14)
|
¥
|
2,931,447
|
|
|
¥
|
3,424,283
|
|
|
|
|
$
|
35,319
|
|
|
|
|
|
|
|
|
|
|
|
||||||
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:
|
|
|
|
|
|
|
|
|
||||||
Owners of parent
|
¥
|
2,931,447
|
|
|
¥
|
3,415,617
|
|
|
|
|
$
|
35,319
|
|
|
Noncontrolling interests
|
|
|
8,666
|
|
|
|
|
|
|
|
Outstanding Number of Shares of Common Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Unrealized Gain (Loss) on Available- for-Sale Securities
|
|
Noncontrolling Interests
|
|
Total Equity
|
|
||||||||||||
BALANCE, APRIL 1, 2009
|
554
|
|
|
¥
|
1,909,797
|
|
|
¥
|
2,591,398
|
|
|
¥
|
9,835,706
|
|
|
¥ (680,820)
|
|
¥ (13,179)
|
|
|
¥
|
46,614
|
|
|
¥
|
13,689,516
|
|
|
Net income
|
|
|
|
|
|
|
2,937,749
|
|
|
|
|
|
|
|
|
2,937,749
|
|
|
||||||||||
Cash dividends, ¥7,932,000 per share
|
|
|
|
|
|
|
(4,394,328)
|
|
)
|
|
|
|
|
|
|
(4,394,328)
|
|
|
||||||||||
Net change in the year
|
|
|
|
|
|
|
|
|
|
|
46,261
|
|
|
5,897
|
|
|
52,158
|
|
|
|||||||||
BALANCE, MARCH 31, 2010
|
554
|
|
|
1,909,797
|
|
|
2,591,398
|
|
|
8,379,127
|
|
|
(680,820)
|
|
33,082
|
|
|
52,511
|
|
|
12,285,095
|
|
|
|||||
Net income
|
|
|
|
|
|
|
3,456,308
|
|
|
|
|
|
|
|
|
3,456,308
|
|
|
||||||||||
Cash dividends, ¥3,088,000 per share
|
|
|
|
|
|
|
(1,710,752)
|
|
)
|
|
|
|
|
|
|
(1,710,752)
|
|
|
||||||||||
Net change in the year
|
|
|
|
|
|
|
|
|
|
|
(40,691)
|
|
|
(52,511
|
)
|
|
(93,202)
|
|
|
|||||||||
BALANCE, MARCH 31, 2011
|
554
|
|
|
1,909,797
|
|
|
2,591,398
|
|
|
10,124,683
|
|
|
(680,820)
|
|
(7,609)
|
|
|
|
|
13,937,449
|
|
|
||||||
Net income
|
|
|
|
|
|
|
2,926,641
|
|
|
|
|
|
|
|
|
2,926,641
|
|
|
||||||||||
Cash dividends, ¥3,090,000 per share
|
|
|
|
|
|
|
(1,711,860)
|
|
)
|
|
|
|
|
|
|
(1,711,860)
|
|
|
||||||||||
Net change in the year
|
|
|
|
|
|
|
|
|
|
|
4,806
|
|
|
|
|
4,806
|
|
|
||||||||||
BALANCE, MARCH 31, 2012
|
554
|
|
|
¥
|
1,909,797
|
|
|
¥
|
2,591,398
|
|
|
¥
|
11,339,464
|
|
|
¥ (680,820)
|
|
¥ (2,803)
|
|
|
|
|
¥
|
15,157,036
|
|
|
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Unrealized Gain (Loss) on Available-for-Sale Securities
|
|
|
|
Total Equity
|
|
||
BALANCE, MARCH 31, 2011
|
|
|
$ 23,010
|
|
$ 31,222
|
|
$ 121,984
|
|
$ (8,203)
|
|
$ (92)
|
)
|
|
|
$
|
167,921
|
|
|
Net income
|
|
|
|
|
|
|
35261
|
|
|
|
|
|
|
|
35261
|
|
|
|
Cash dividends, $37,229 per share
|
|
|
|
|
|
|
(20,625)
|
)
|
|
|
|
|
|
|
(20,625)
|
|
|
|
Net change in the year
|
|
|
|
|
|
|
|
|
|
|
58
|
|
|
|
58
|
|
|
|
BALANCE, MARCH 31, 2012
|
|
|
$ 23,010
|
|
$ 3,122
|
|
$ 136,620
|
|
$ (8,203)
|
|
$ (34)
|
|
|
|
$ 182,615
|
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars (Note 1)
|
|
||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes and minority interests
|
¥
|
5,965,028
|
|
|
¥
|
6,640,995
|
|
|
¥
|
6,019,877
|
|
|
$
|
71,868
|
|
|
Adjustments for:
|
|
|
|
|
|
|
|
|
||||||||
Income taxes—paid
|
(2,039,547)
|
|
|
(3,251,018)
|
|
|
(3,613,658)
|
|
|
(24,573)
|
|
|
||||
Depreciation and amortization
|
738,495
|
|
|
758,497
|
|
|
588,864
|
|
|
8,897
|
|
|
||||
Amortization of goodwill
|
317,938
|
|
|
342,707
|
|
|
414,281
|
|
|
3,830
|
|
|
||||
Provision for (reversal of) allowance for doubtful receivables
|
(17,219)
|
|
|
2,996
|
|
|
(33,984)
|
|
|
(207)
|
|
|
||||
Equity in earnings of an associated company
|
(110,410)
|
|
|
(112,078)
|
|
|
(114,587)
|
|
|
(1,330)
|
|
|
||||
Gain on sales of property, plant and equipment
|
(1,194)
|
|
|
(296)
|
|
|
(721)
|
|
|
(14)
|
|
|
||||
Loss on disposal and sales of property, plant and equipment
|
7,304
|
|
|
39,460
|
|
|
16,636
|
|
|
88
|
|
|
||||
Gain on sales of shares of subsidiaries
|
|
|
(313,669)
|
|
|
|
|
|
|
|||||||
Loss on impairment of long‑lived assets
|
14,614
|
|
|
|
|
128,230
|
|
|
176
|
|
|
|||||
Impairment loss of goodwill
|
|
|
|
|
578,056
|
|
|
|
|
|||||||
Asset retirement cost
|
|
|
86
|
|
|
41,204
|
|
|
|
|
||||||
Loss on sales of investment securities
|
|
|
|
|
4,643
|
|
|
|
|
|||||||
Write-off of investment securities
|
9,696
|
|
|
77,343
|
|
|
|
|
117
|
|
|
|||||
Increase in receivables—trade accounts
|
(986,530)
|
|
|
(306,755)
|
|
|
(399,311)
|
|
|
(11,886)
|
|
|
||||
Increase in inventories
|
(232,712)
|
|
|
(39,287)
|
|
|
(26,863)
|
|
|
(2,804)
|
|
|
||||
Decrease (increase) in interest receivable
|
(594)
|
|
|
(69)
|
|
|
503
|
|
|
(7)
|
|
|
||||
Increase (decrease) in trade payables
|
861,880
|
|
|
(31,788)
|
|
|
334,369
|
|
|
10,384
|
|
|
||||
Increase (decrease) in interest payable
|
(244)
|
|
|
244
|
|
|
|
|
(3)
|
|
|
|||||
Decrease (increase) in other current assets
|
423,385
|
|
|
(35,216)
|
|
|
(69,225)
|
|
|
5,101
|
|
|
||||
Increase (decrease) in other current liabilities
|
1,088,654
|
|
|
137,721
|
|
|
(470,312)
|
|
|
13,116
|
|
|
||||
Decrease in accrued bonuses to employees
|
(52,642)
|
|
|
(250,230)
|
|
|
(69,279)
|
|
|
(634)
|
|
|
||||
Increase (decrease) in accrued bonuses to directors and corporate auditors
|
|
|
100
|
|
|
(2,400)
|
|
|
|
|
||||||
Increase (decrease) in accrued employees’ retirement benefits
|
(105,136)
|
|
|
98,674
|
|
|
77,726
|
|
|
(1,267)
|
|
|
||||
Increase (decrease) in accrued retirement benefits for directors and corporate auditors
|
(24,277)
|
|
|
(6,394)
|
|
|
4,973
|
|
|
(292)
|
|
|
||||
Other—net
|
66,460
|
|
|
(18,275)
|
|
|
(189,186)
|
|
|
801
|
|
|
||||
Total adjustments
|
(42,079)
|
|
|
(2,907,247)
|
|
|
(2,800,041)
|
|
|
(507)
|
|
|
||||
Net cash provided by operating activities—(Forward)
|
¥
|
5,922,949
|
|
|
¥
|
3,733,748
|
|
|
¥
|
3,219,836
|
|
|
$
|
71,361
|
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars (Note 1)
|
|
||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
||||||||
Net cash provided by operating activities—(Forward)
|
¥
|
5,922,949
|
|
|
¥
|
3,733,748
|
|
|
¥
|
3,219,836
|
|
|
$
|
71,361
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||||||
Purchases of marketable securities
|
(99,970)
|
|
|
(99,963)
|
|
|
(99,924)
|
|
|
(1,204)
|
|
|
||||
Redemption of marketable securities
|
100,000
|
|
|
100,000
|
|
|
100,000
|
|
|
1,205
|
|
|
||||
Purchases of property, plant and equipment
|
(549,038)
|
|
|
(296,820)
|
|
|
(224,493)
|
|
|
(6,615)
|
|
|
||||
Proceeds from sales of property, plant and equipment
|
2,363
|
|
|
6,727
|
|
|
1,768
|
|
|
28
|
|
|
||||
Purchases of intangible assets
|
(253,872)
|
|
|
(196,477)
|
|
|
(132,481)
|
|
|
(3,059)
|
|
|
||||
Proceeds from sales of intangible assets
|
|
|
51
|
|
|
|
|
|
|
|||||||
Purchases of investment securities
|
(15,880)
|
|
|
(19,627)
|
|
|
(20,986)
|
|
|
(191)
|
|
|
||||
Proceeds from sales of investment securities
|
26,845
|
|
|
|
|
85,221
|
|
|
323
|
|
|
|||||
Disbursements for purchases of shares of subsidiary
|
|
|
(85,946)
|
|
|
|
|
|
|
|||||||
Proceeds from sales of shares of subsidiaries
|
|
|
651,099
|
|
|
|
|
|
|
|||||||
Deposit to a subsidiary of a shareholder
|
(6,004,069)
|
|
|
(2,090)
|
|
|
(5,315)
|
|
|
(72,338)
|
|
|
||||
Proceeds from collections of loans
|
3,972
|
|
|
8,387
|
|
|
1,614,744
|
|
|
48
|
|
|
||||
Proceeds from (disbursements) for rental deposits
|
390,609
|
|
|
(441,442)
|
|
|
|
|
4,706
|
|
|
|||||
Other
|
(106,035)
|
|
|
(3,625)
|
|
|
(85,801)
|
|
|
(1,277)
|
|
|
||||
Net cash provided by (used in) investing activities
|
(6,505,075)
|
|
|
(379,726)
|
|
|
1,232,733
|
|
|
(78,374)
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||||||
Increase in short‑term bank loans
|
12,800,000
|
|
|
6,600,000
|
|
|
5,510,000
|
|
|
154,217
|
|
|
||||
Decrease in short‑term bank loans
|
(14,800,000)
|
|
|
(4,600,000)
|
|
|
(5,010,000)
|
|
|
(178,313)
|
|
|
||||
Repayments of capital lease obligation
|
(202,090)
|
|
|
(98,818)
|
|
|
(30,418)
|
|
|
(2,435)
|
|
|
||||
Dividends paid
|
(1,711,860)
|
|
|
(1,710,752)
|
|
|
(4,394,328)
|
|
|
(20,625)
|
|
|
||||
Net cash provided by (used in) financing activities
|
(3,913,950)
|
|
|
190,430
|
|
|
(3,924,746)
|
|
|
(47,156)
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(4,496,076)
|
|
|
3,544,452
|
|
|
527,823
|
|
|
(54,169)
|
|
|
||||
CASH AND CASH EQUIVALENTS, BEGINNING OF
YEAR |
12,321,527
|
|
|
8,777,075
|
|
|
8,249,252
|
|
|
148,452
|
|
|
||||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
¥
|
7,825,451
|
|
|
¥
|
12,321,527
|
|
|
¥
|
8,777,075
|
|
|
$
|
94,283
|
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars (Note 1)
|
|
||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
||||||||
Interest payments
|
¥
|
21,600
|
|
|
¥
|
16,256
|
|
|
¥
|
18,716
|
|
|
$
|
260
|
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars (Note 1)
|
|
||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
||
Sales of shares of subsidiaries:
|
|
|
|
|
|
|
|
|
||
Current assets
|
|
|
¥
|
605,625
|
|
|
|
|
|
|
Fixed assets
|
|
|
813,154
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
(831,100)
|
|
|
|
|
|
|
|
Long-term liabilities
|
|
|
(41,348)
|
|
|
|
|
|
|
|
Gain on sales of shares of subsidiaries
|
|
|
313,669
|
|
|
|
|
|
|
|
Gross proceeds from sales of shares of subsidiaries
|
|
860,000
|
|
|
|
|
||||
Cash and cash equivalents of the sold subsidiaries
|
|
|
(208,901)
|
|
|
|
|
|
|
|
Net proceeds from sales of shares of subsidiaries
|
|
¥
|
651,099
|
|
|
|
|
Acquisition of lease assets and obligations under finance leases
|
¥
|
371,433
|
|
|
¥
|
497,665
|
|
|
¥
|
112,897
|
|
|
$
|
4,475
|
|
|
1.
|
BASIS OF PRESENTING CONSOLIDATED FINANCIAL STATEMENTS
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
a.
|
C
onsolidation
—The consolidated financial statements as of March 31, 2012 include the accounts of the Company and all 11 (11 in 2011 and 12 in 2010) subsidiaries (together, the “Group”).
|
b.
|
Cash and Cash Equivalents
—Cash equivalents are short-term investments that are readily convertible into cash and that are exposed to insignificant risk of changes in value. Cash equivalents include time deposits and benefit bonds of securities investment trusts, all of which mature or become due within three months of the date of acquisition.
|
c.
|
Inventories
—Inventories are mainly stated at the latest purchase price which approximates the first-in, first-out cost method. In accordance with Accounting Standard Board of Japan (the “ASBJ”) Statement No. 9, “Accounting Standard for Measurement of Inventories,” inventories held for sale in the ordinary course of business are measured at the lower of cost or net selling value, which is defined as the selling price less additional estimated manufacturing costs and estimated direct selling expenses. The replacement cost may be used in place of the net selling value, if appropriate.
|
d.
|
Marketable and Investment Securities
—Marketable and investment securities are classified and accounted for, depending on management’s intent, as follows: (1) held-to-maturity debt securities, which are expected to be held to maturity with the positive intent and ability to hold to maturity, are reported at amortized cost and (2) available-for-sale securities, which are not classified as the aforementioned securities, are reported at fair value with unrealized gains and losses, net of applicable taxes, reported in a separate component of equity.
|
e.
|
Investment in Associated Company
—The Company uses the equity method of accounting for its investment in and earnings or losses of an associated company that the Company does not control but over which the Company does exert significant influence. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of an investee of between 20% and 50%. The Company determines whether a decline in fair value is other than temporary by considering various factors, such as historical financial data, product development activities and the overall health of the affiliate’s industry. If the Company considers any such decline to be other than temporary, then a write-down to the estimated fair value is recorded.
|
f.
|
Property, Plant and Equipment
—Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment of the Group is computed substantially by the declining-balance method at rates based on the estimated useful lives of the assets, while the straight-line method is applied to the buildings which were acquired after April 1, 1998. The range of useful lives is principally from 3 to 47 years for buildings and structures, from 2 to 10 years for machinery and equipment, from 5 to 20 years for furniture and fixtures, and 5 years for lease assets.
|
g.
|
Impairment of Long-Lived Assets
—The Group reviews its long-lived assets including goodwill for impairment whenever events or changes in circumstance indicate the carrying amount of an asset or asset group may not be recoverable. An impairment loss would be recognized if the carrying amount of an asset or asset group exceeds the sum of the undiscounted future cash flows expected to result from the continued use and eventual disposition of the asset or asset group. The impairment loss would be measured as the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of the discounted cash flows from the continued use and eventual disposition of the asset or the net selling price at disposition.
|
h.
|
Golf Membership
—Golf membership is stated at cost. For other than temporary declines in fair value, golf membership is reduced to net realizable value by a charge to income.
|
i.
|
Operating Rights
—Operating rights are mainly the right to operate the kiosk in factories which were acquired in December 2005 as part of a business acquisition. Operating rights are carried at cost less accumulated amortization, which is calculated by the straight-line method over 5 years, and were fully amortized during the year ended March 31, 2011. Amortization expenses for the years ended March 31, 2011 and 2010 amounted to ¥18,947 thousand and ¥25,281 thousand, respectively.
|
j.
|
Lease Deposits and Insurance Deposits
—Lease deposits are mainly related to the Group’s office spaces and are refundable at the termination of each lease contract.
|
k.
|
Retirement and Pension Plans
—The Company and certain subsidiaries have defined benefit corporate pension plans covering substantially all of their regular employees. The Group accounts for the liability for retirement benefits based on projected benefit obligations and plan assets at the balance sheet date.
|
l.
|
Leases
—In March 2007, the ASBJ issued an Accounting Standard—ASBJ Statement No. 13, “Accounting Standard for Lease Transaction and its Implementation Guidance” and ASBJ Guidance No. 16, “Guidance on Accounting Standard for Lease Transactions.” The new standard and related implementation guidance eliminated a transitional rule where companies were allowed to account for finance leases that did not transfer ownership at the end of the lease term as operating leases and required the companies to recognize them as finance leases on their balance sheet.
|
m.
|
Asset Retirement Obligations
—In March 2008, the ASBJ issued Accounting Standard—ASBJ Statement No. 18, “Accounting Standard for Asset Retirement Obligations” and ASBJ Guidance No. 21, “Guidance on Accounting Standard for Asset Retirement
|
n.
|
Financial Instruments
—In March 2008, the ASBJ revised Accounting Standard—ASBJ Statement No. 10, “Accounting Standard for Financial Instruments” and issued ASBJ Guidance No. 19, “Guidance on Disclosures about Fair Value of Financial Instruments.” This revised standard and related implementation guidance expanded the disclosure requirements relating to the fair value measurements of financial instruments. This standard and implementation guidance were effective for the fiscal years ending on or after March 31, 2010. The adoption of ASBJ Statement No. 10 and related guidance did not have an impact on its consolidated financial position and results of operations.
|
o.
|
Income Taxes
—The Group adopted the accounting standard for interperiod allocation of income taxes based on the asset and liability method. Deferred income taxes are recorded to reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. These deferred taxes are measured by applying currently enacted tax laws to the temporary differences. The Group determined the recoverability of deferred tax assets based on all future information currently available.
|
p.
|
Appropriations of Retained Earnings
—Appropriations of retained earnings at each year-end are reflected in the consolidated financial statements in the year following shareholders’ approval.
|
q.
|
Per Share Information
—Basic net income per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period.
|
r.
|
Revenue Recognition
—Most of the operating businesses of the Group have contractual relationships with customers. In these businesses, revenue is recognized in the period in which the services are provided pursuant to the terms of the contracts. Revenue from dining, delivery food and beverage services is recognized upon delivery of food and beverage products.
|
s.
|
Presentation of Comprehensive Income
—In June 2010, the ASBJ issued Accounting Standard—ASBJ Statement No. 25, “Accounting Standard for Presentation of Comprehensive Income.” This new standard requires the presentation of comprehensive income and other comprehensive income on financial statements. This standard was effective for the consolidated financial statements for the periods ending on or after March 31, 2011. The Company presented Accumulated other comprehensive income as of March 31, 2012 and 2011 in the balance sheet, Comprehensive income for the years ended March 31, 2012 and 2011 in the statement of comprehensive income and Comprehensive income for the year ended March 31, 2010 in Note 14 in conformity with ASBJ Statement No. 25.
|
3.
|
MARKETABLE AND INVESTMENT SECURITIES
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
||||||
Current—Marketable securities (debt securities)
|
¥
|
99,970
|
|
|
¥
|
99,963
|
|
|
$
|
1,205
|
|
|
Total
|
¥
|
99,970
|
|
|
¥
|
99,963
|
|
|
$
|
1,205
|
|
|
Non‑current-Investment securities
|
|
|
|
|
|
|
||||||
Marketable equity securities
|
¥
|
385,114
|
|
|
¥
|
400,384
|
|
|
$
|
4,640
|
|
|
Non‑marketable equity securities
|
322,065
|
|
|
323,645
|
|
|
3,880
|
|
|
|||
Total
|
¥
|
707,179
|
|
|
¥
|
724,029
|
|
|
$
|
8,520
|
|
|
|
Thousands of Yen
|
|
||||||||||||||
March 31, 2012
|
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
||||||||
Available‑for‑sale marketable equity securities
|
¥
|
296,911
|
|
|
¥
|
104,557
|
|
|
¥
|
16,354
|
|
|
¥
|
385,114
|
|
|
Held-to-maturity debt securities
|
99,970
|
|
|
|
|
|
|
99,970
|
|
|
||||||
Total
|
¥
|
396,881
|
|
|
¥
|
104,557
|
|
|
¥
|
16,354
|
|
|
¥
|
485,084
|
|
|
March 31, 2011
|
|
|
|
|
|
|
|
|
||||||||
Available‑for‑sale marketable equity securities
|
¥
|
309,994
|
|
|
¥
|
124,600
|
|
|
¥
|
34,210
|
|
|
¥
|
400,384
|
|
|
Held-to-maturity debt securities
|
99,963
|
|
|
|
|
|
|
99,963
|
|
|
||||||
Total
|
¥
|
409,957
|
|
|
¥
|
124,600
|
|
|
¥
|
34,210
|
|
|
¥
|
500,347
|
|
|
|
Thousands of U.S. Dollars
|
|
||||||||||||||
March 31, 2012
|
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
||||||||
Available‑for‑sale marketable equity securities
|
|
$3,577
|
|
|
|
$1,260
|
|
|
|
$197
|
|
|
|
$4,640
|
|
|
Held-to-maturity debt securities
|
1,204
|
|
|
|
|
|
|
1,205
|
|
|
||||||
Total
|
|
$4,781
|
|
|
|
$1,260
|
|
|
|
$197
|
|
|
|
$5,844
|
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
||||||
Available‑for‑sale—Non‑marketable equity securities
|
¥
|
322,065
|
|
|
¥
|
323,645
|
|
|
$
|
3,880
|
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||
Due within one year
|
¥
|
99,970
|
|
|
$
|
1,205
|
|
|
4.
|
INVENTORIES
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
||||||
Merchandise
|
¥
|
490,857
|
|
|
¥
|
261,222
|
|
|
$
|
5,914
|
|
|
Raw materials
|
985,407
|
|
|
985,124
|
|
|
11,872
|
|
|
|||
Supplies
|
215,204
|
|
|
212,411
|
|
|
2,593
|
|
|
|||
Total
|
¥
|
1,691,468
|
|
|
¥
|
1,458,757
|
|
|
$
|
20,379
|
|
|
5.
|
SHORT-TERM BANK LOANS
|
6.
|
LIABILITY FOR EMPLOYEES’ RETIREMENT BENEFITS
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
||||||
Projected benefit obligation
|
¥
|
9,044,586
|
|
|
¥
|
7,824,419
|
|
|
$
|
108,971
|
|
|
Fair value of plan assets
|
(6,232,419)
|
|
|
(5,723,675)
|
|
|
(75,089)
|
|
|
|||
Unrecognized actuarial loss
|
(1,867,398)
|
|
|
(1,115,495)
|
|
|
(22,499)
|
|
|
|||
Net amount on the consolidated balance sheets
|
944,769
|
|
|
985,249
|
|
|
11,383
|
|
|
|||
Prepaid pension costs (included in other assets)
|
(273,560)
|
|
|
(338,216)
|
|
|
(3,296)
|
|
|
|||
Employees’ retirement benefits
|
¥
|
1,218,329
|
|
|
¥
|
1,323,465
|
|
|
$
|
14,679
|
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
||||||||
Service cost
|
¥
|
544,854
|
|
|
¥
|
541,931
|
|
|
¥
|
544,033
|
|
|
$
|
6,564
|
|
|
Interest cost
|
153,935
|
|
|
147,971
|
|
|
146,390
|
|
|
1,855
|
|
|
||||
Expected return on plan assets
|
(114,443)
|
|
|
(118,221)
|
|
|
(96,652)
|
|
|
(1,379)
|
|
|
||||
One-time amortization of prior service credit
|
|
|
(37,370)
|
|
|
(289,985)
|
|
|
|
|
||||||
Recognized actuarial loss
|
166,003
|
|
|
113,761
|
|
|
191,545
|
|
|
2,000
|
|
|
||||
Net periodic benefit costs
|
¥
|
750,349
|
|
|
¥
|
648,072
|
|
|
¥
|
495,331
|
|
|
$
|
9,040
|
|
|
|
2012
|
|
2011
|
|
2010
|
|
Discount rate
|
From 0.7% to 1.1%
|
|
2.0%
|
|
2.0%
|
|
Expected rate of return on plan assets
|
2.0%
|
|
2.0%
|
|
2.0%
|
|
Amortization period of prior service credit relating to the plan amendment
|
|
|
Onetime amortization when incurred
|
|
Onetime amortization when incurred
|
|
Recognition period of actuarial gain/loss
|
From 5 to 12 years
|
|
From 5 to 12 years
|
|
From 5 to 12 years
|
|
7.
|
EQUITY
|
a.
|
Dividends
|
b.
|
Increases/Decreases and Transfer of Common Stock, Reserve and Surplus
|
c.
|
Treasury Stock and Treasury Stock Acquisition Rights
|
8.
|
INCOME TAXES
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Deferred tax assets:
|
|
|
|
|
|
|
||||||
Accrued bonuses to employees
|
¥
|
1,318,875
|
|
|
¥
|
1,425,264
|
|
|
$
|
15,890
|
|
|
Accrued enterprise taxes
|
111,822
|
|
|
128,424
|
|
|
1,347
|
|
|
|||
Accrued social insurance contributions by employer
|
205,592
|
|
|
216,782
|
|
|
2,477
|
|
|
|||
Accrued business office taxes
|
17,265
|
|
|
17,696
|
|
|
208
|
|
|
|||
Accrued rent
|
76,532
|
|
|
24,945
|
|
|
922
|
|
|
|||
Other
|
38,346
|
|
|
21,159
|
|
|
462
|
|
|
|||
Total
|
1,768,432
|
|
|
1,834,270
|
|
|
21,306
|
|
|
|||
Net deferred tax assets
|
¥
|
1,768,432
|
|
|
¥
|
1,834,270
|
|
|
$
|
21,306
|
|
|
Non‑current:
|
|
|
|
|
|
|
||||||
Deferred tax assets:
|
|
|
|
|
|
|
||||||
Employees’ retirement benefits
|
¥
|
391,557
|
|
|
¥
|
436,055
|
|
|
$
|
4,718
|
|
|
Retirement benefits for directors and corporate auditors
|
19,789
|
|
|
32,403
|
|
|
238
|
|
|
|||
Impairment loss on investment securities
|
43,843
|
|
|
51,740
|
|
|
528
|
|
|
|||
Impairment loss on golf membership
|
11,113
|
|
|
10,198
|
|
|
134
|
|
|
|||
Impairment loss on long‑lived assets
|
66,281
|
|
|
55,115
|
|
|
799
|
|
|
|||
Allowance for doubtful accounts
|
27,339
|
|
|
34,356
|
|
|
329
|
|
|
|||
Asset retirement obligations
|
19,492
|
|
|
46,971
|
|
|
235
|
|
|
|||
Other
|
49,947
|
|
|
19,575
|
|
|
602
|
|
|
|||
Less valuation allowance
|
(76,099)
|
|
|
(88,494)
|
|
|
(917)
|
|
|
|||
Total
|
553,262
|
|
|
597,919
|
|
|
6,666
|
|
|
|||
Deferred tax liabilities—net unrealized gain on available‑for‑sale securities
|
30,998
|
|
|
36,345
|
|
|
374
|
|
|
|||
Total
|
30,998
|
|
|
36,345
|
|
|
374
|
|
|
|||
Net deferred tax assets
|
¥
|
522,264
|
|
|
¥
|
561,574
|
|
|
$
|
6,292
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Normal effective statutory tax rate
|
40%
|
|
40%
|
|
40%
|
|||
Expenses not deductible for income tax purposes
|
1
|
|
|
1
|
|
|
1
|
|
Non-deductible per capita levy of local taxes
|
5
|
|
|
5
|
|
|
5
|
|
Non-deductible amortization of goodwill
|
2
|
|
|
2
|
|
|
3
|
|
Non-deductible impairment loss of goodwill
|
|
|
|
|
|
|
4
|
|
Effect of amendments to the Japanese Tax regulations
|
3
|
|
|
|
|
|
|
|
Other—net
|
|
|
|
|
|
|
(2)
|
|
Actual effective tax rate
|
51%
|
|
48%
|
|
51%
|
9.
|
LEASES
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||||||||||||||||||
|
2012
|
|
2012
|
|
||||||||||||||||||||
|
Machinery
and
Equipment
|
|
Furniture
and
Fixtures
|
|
Total
|
|
Machinery
and
Equipment
|
|
Furniture
and
Fixtures
|
|
Total
|
|
||||||||||||
Acquisition cost
|
¥
|
3,945
|
|
|
¥
|
332,194
|
|
|
¥
|
336,139
|
|
|
$
|
48
|
|
|
$
|
4,002
|
|
|
$
|
4,050
|
|
|
Accumulated depreciation
|
(3,737)
|
|
|
(300,178)
|
|
|
(303,915)
|
|
|
(45)
|
|
|
(3,617)
|
|
|
(3,662)
|
|
|
||||||
Net leased asset
|
¥
|
208
|
|
|
¥
|
32,016
|
|
|
¥
|
32,224
|
|
|
$
|
3
|
|
|
$
|
385
|
|
|
$
|
388
|
|
|
|
Thousands of Yen
|
|
||||||||||||||
|
2011
|
|
||||||||||||||
|
Machinery
and
Equipment
|
|
Furniture
and
Fixtures
|
|
Software
|
|
Total
|
|
||||||||
Acquisition cost
|
¥
|
34,416
|
|
|
¥
|
817,790
|
|
|
¥
|
11,608
|
|
|
¥
|
863,814
|
|
|
Accumulated depreciation
|
(28,588)
|
|
|
(667,848)
|
|
|
(10,586)
|
|
|
(707,022)
|
|
|
||||
Net leased asset
|
¥
|
5,828
|
|
|
¥
|
149,942
|
|
|
¥
|
1,022
|
|
|
¥
|
156,792
|
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||
|
2012
|
|
2012
|
|
||||
Due within one year
|
¥
|
31,835
|
|
|
$
|
384
|
|
|
Due after one year
|
2,115
|
|
|
25
|
|
|
||
Total
|
¥
|
33,950
|
|
|
$
|
409
|
|
|
10.
|
ASSET RETIREMENT OBLIGATIONS
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
||||||
Asset retirement obligations at beginning of year
|
¥
|
199,444
|
|
|
¥
|
87,091
|
|
|
$
|
2,403
|
|
|
Additions to asset retirement obligations
|
6,430
|
|
|
59,770
|
|
|
77
|
|
|
|||
Accretion of discount
|
2,340
|
|
|
1,028
|
|
|
28
|
|
|
|||
Liabilities settled during the year
|
(77,001)
|
|
|
|
|
(928)
|
|
|
||||
Revision to estimate
|
|
|
51,555
|
|
|
|
|
|||||
Asset retirement obligations at end of year
|
¥
|
131,213
|
|
|
¥
|
199,444
|
|
|
$
|
1,580
|
|
|
11.
|
FINANCIAL INSTRUMENTS
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
||||||||||||||||||
|
Carrying Amount(*)
|
|
Fair Value(*)
|
|
Carrying Amount(*)
|
|
Fair Value(*)
|
|
Carrying Amount(*)
|
|
Fair Value(*)
|
|
||||||||||||
Cash and cash equivalents
|
¥
|
7,825,451
|
|
|
¥
|
7,825,451
|
|
|
¥
|
12,321,527
|
|
|
¥
|
12,321,527
|
|
|
$
|
94,283
|
|
|
$
|
94,283
|
|
|
Notes receivable and accounts receivable
|
14,621,465
|
|
|
14,621,465
|
|
|
13,616,971
|
|
|
13,616,971
|
|
|
176,162
|
|
|
176,162
|
|
|
||||||
Marketable securities—
Held-to-maturity debt securities
|
99,970
|
|
|
99,970
|
|
|
99,963
|
|
|
99,963
|
|
|
1,205
|
|
|
1,205
|
|
|
||||||
Deposit
|
6,000,000
|
|
|
6,000,000
|
|
|
|
|
|
|
72,289
|
|
|
72,289
|
|
|
||||||||
Investment securities—
Available-for-sale marketable equity securities
|
385,114
|
|
|
385,114
|
|
|
400,384
|
|
|
400,384
|
|
|
4,640
|
|
|
4,640
|
|
|
||||||
Notes payable and accounts payable
|
(8,665,869)
|
|
|
(8,665,869)
|
|
|
(7,803,989)
|
|
|
(7,803,989)
|
|
|
(104,408)
|
|
|
(104,408)
|
|
|
||||||
Short-term bank loans
|
|
|
|
|
(2,000,000)
|
|
|
(2,000,000)
|
|
|
|
|
|
|
12.
|
SEGMENT INFORMATION
|
a.
|
Sales and Operating Income
|
|
Thousands of Yen
|
|
||||||||||||||||||||
|
2012
|
|
||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
|
||||||||||
Sales to customers
|
¥
|
140,895,794
|
|
|
¥
|
6,529,919
|
|
|
¥
|
182,326
|
|
|
|
¥147,608,039
|
|
|
|
|
¥
|
147,608,039
|
|
|
Intersegment sales
|
2,027,093
|
|
|
1,331,024
|
|
|
267,648
|
|
|
3,625,765
|
|
|
¥ (3,625,765)
|
|
|
|
||||||
Total sales
|
142,922,887
|
|
|
7,860,943
|
|
|
449,974
|
|
|
151,233,804
|
|
|
(3,625,765)
|
|
147,608,039
|
|
|
|||||
Operating expenses
|
134,730,976
|
|
|
7,885,922
|
|
|
511,873
|
|
|
143,128,771
|
|
|
(1,344,732)
|
|
141,784,039
|
|
|
|||||
Operating income (loss)
|
¥
|
8,191,911
|
|
|
¥ (24,979)
|
|
|
¥ (61,899)
|
|
|
¥
|
8,105,033
|
|
|
¥ (2,281,033)
|
|
¥
|
5,824,000
|
|
|
b.
|
Total Assets, Depreciation, Impairment Loss, Capital Expenditures and Information about Goodwill
|
|
Thousands of Yen
|
|
||||||||||||||||||||||
|
2012
|
|
||||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
|
||||||||||||
Total assets
|
¥
|
28,135,318
|
|
|
¥
|
3,111,591
|
|
|
¥
|
41,890
|
|
|
¥
|
31,288,799
|
|
|
¥
|
9,227,202
|
|
|
¥
|
40,516,001
|
|
|
Depreciation and other
|
391,714
|
|
|
157,196
|
|
|
505
|
|
|
549,415
|
|
|
189,080
|
|
|
738,495
|
|
|
||||||
Capital expenditures
|
407,875
|
|
|
290,053
|
|
|
872
|
|
|
698,800
|
|
|
258,009
|
|
|
956,809
|
|
|
||||||
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unamortized balance
|
775,889
|
|
|
794,282
|
|
|
|
|
1,570,171
|
|
|
|
|
1,570,171
|
|
|
||||||||
Amortization
|
119,368
|
|
198,570
|
|
|
|
|
317,938
|
|
|
|
|
317,938
|
|
|
a.
|
Sales and Operating Income
|
|
Thousands of U.S. Dollars
|
|
||||||||||||||||||||
|
2012
|
|
||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
|
||||||||||
Sales to customers
|
$
|
1,697,539
|
|
|
$
|
78,674
|
|
|
$
|
2,197
|
|
|
$
|
1,778,410
|
|
|
|
|
$
|
1,778,410
|
|
|
Intersegment sales
|
24,423
|
|
|
16,036
|
|
|
3,225
|
|
|
43,684
|
|
|
$ (43,684)
|
|
|
|
||||||
Total sales
|
1,721,962
|
|
|
94,710
|
|
|
5,422
|
|
|
1,822,094
|
|
|
(43,684)
|
|
1,778,410
|
|
|
|||||
Operating expenses
|
1,623,265
|
|
|
95,011
|
|
|
6,167
|
|
|
1,724,443
|
|
|
(16,202)
|
|
1,708,241
|
|
|
|||||
Operating income (loss)
|
$
|
98,697
|
|
|
$ (301)
|
|
|
$ (745)
|
|
|
$
|
97,651
|
|
|
$ (27,482)
|
|
$
|
70,169
|
|
|
b.
|
Total Assets, Depreciation, Impairment Loss, Capital Expenditures and Information about Goodwill
|
|
Thousands of U.S. Dollars
|
|
||||||||||||||||||||||
|
2012
|
|
||||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
|
||||||||||||
Total assets
|
$
|
338,980
|
|
|
$
|
37,489
|
|
|
$
|
505
|
|
|
$
|
376,974
|
|
|
$
|
111,171
|
|
|
$
|
488,145
|
|
|
Depreciation and other
|
4,719
|
|
|
1,894
|
|
|
6
|
|
|
6,619
|
|
|
2,278
|
|
|
8,897
|
|
|
||||||
Capital expenditures
|
4,914
|
|
|
3,495
|
|
|
10
|
|
|
8,419
|
|
|
3,109
|
|
|
11,528
|
|
|
||||||
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unamortized balance
|
9,348
|
|
|
9,570
|
|
|
|
|
18,918
|
|
|
|
|
18,918
|
|
|
||||||||
Amortization
|
1,438
|
|
|
2,392
|
|
|
|
|
3,830
|
|
|
|
|
3,830
|
|
|
a.
|
Sales and Operating Income
|
|
Thousands of Yen
|
|||||||||||||||||||||||||
|
2011
|
|||||||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Linen Supply
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
|
||||||||||||
Sales to customers
|
¥
|
136,036,998
|
|
|
¥
|
6,747,427
|
|
|
¥
|
1,827,560
|
|
|
¥
|
250,512
|
|
|
¥ 144,862,497
|
|
|
|
|
¥
|
144,862,497
|
|
|
|
Intersegment sales
|
2,043,682
|
|
|
1,286,006
|
|
|
701,305
|
|
|
272,856
|
|
|
4,303,849
|
|
|
¥ (4,303,849)
|
|
|
|
|||||||
Total sales
|
138,080,680
|
|
|
8,033,433
|
|
|
2,528,865
|
|
|
523,368
|
|
|
149,166,346
|
|
|
(4,303,849)
|
|
144,862,497
|
|
|
||||||
Operating expenses
|
129,709,807
|
|
|
7,950,403
|
|
|
2,278,133
|
|
|
604,631
|
|
|
140,542,974
|
|
|
(1,923,284)
|
|
138,619,690
|
|
|
||||||
Operating income (loss)
|
¥
|
8,370,873
|
|
|
¥
|
83,030
|
|
|
¥
|
250,732
|
|
|
¥ (81,263)
|
|
|
¥
|
8,623,372
|
|
|
¥ (2,380,565)
|
|
¥
|
6,242,807
|
|
|
b.
|
Total Assets, Depreciation, Impairment Loss, Capital Expenditures and Information about Goodwill
|
|
Thousands of Yen
|
|||||||||||||||||||||||||||
|
2011
|
|||||||||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Linen Supply
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
|
||||||||||||||
Total assets
|
¥
|
27,149,121
|
|
|
¥
|
3,146,105
|
|
|
|
|
¥
|
40,485
|
|
|
¥
|
30,335,711
|
|
|
¥
|
8,111,664
|
|
|
¥
|
38,447,375
|
|
|
||
Depreciation and other
|
329,801
|
|
|
115,262
|
|
|
¥
|
68,755
|
|
|
214
|
|
|
514,032
|
|
|
244,465
|
|
|
758,497
|
|
|
||||||
Capital expenditures
|
622,455
|
|
|
298,000
|
|
|
3,524
|
|
|
526
|
|
|
924,505
|
|
|
516,488
|
|
|
1,440,993
|
|
|
|||||||
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unamortized balance
|
895,257
|
|
|
992,852
|
|
|
|
|
|
|
1,888,109
|
|
|
|
|
1,888,109
|
|
|
||||||||||
Amortization
|
119,368
|
|
|
198,570
|
|
|
24,769
|
|
|
|
|
342,707
|
|
|
|
|
342,707
|
|
|
a.
|
Sales and Operating Income
|
|
Thousands of Yen
|
|||||||||||||||||||||||||
|
2010
|
|||||||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Linen Supply
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
|
||||||||||||
Sales to customers
|
¥
|
134,003,532
|
|
|
¥
|
7,027,224
|
|
|
¥
|
1,449,681
|
|
|
¥
|
208,638
|
|
|
¥
|
142,689,075
|
|
|
|
|
¥
|
142,689,075
|
|
|
Intersegment sales
|
1,016,448
|
|
|
847,253
|
|
|
426,754
|
|
|
255,429
|
|
|
2,545,884
|
|
|
¥ (2,545,884)
|
|
|
|
|||||||
Total sales
|
135,019,980
|
|
|
7,874,477
|
|
|
1,876,435
|
|
|
464,067
|
|
|
145,234,959
|
|
|
(2,545,884)
|
|
142,689,075
|
|
|
||||||
Operating expenses
|
126,710,928
|
|
|
7,789,752
|
|
|
1,688,129
|
|
|
515,161
|
|
|
136,703,970
|
|
|
(566,713
|
|
136,137,257
|
|
|
||||||
Operating income (loss)
|
¥
|
8,309,052
|
|
|
¥
|
84,725
|
|
|
¥
|
188,306
|
|
|
¥ (51,094)
|
|
|
¥
|
8,530,989
|
|
|
¥ (1,979,171)
|
|
¥
|
6,551,818
|
|
|
b.
|
Total Assets, Depreciation, Impairment Loss, Capital Expenditures and Information about Goodwill
|
|
Thousands of Yen
|
|||||||||||||||||||||||||||
|
2010
|
|||||||||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Linen Supply
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
|
||||||||||||||
Total assets
|
¥
|
29,165,658
|
|
|
¥
|
3,091,287
|
|
|
¥
|
1,362,482
|
|
|
¥
|
55,743
|
|
|
¥
|
33,675,170
|
|
|
¥
|
1,292,350
|
|
|
¥
|
34,967,520
|
|
|
Depreciation and other
|
307,979
|
|
|
80,902
|
|
|
64,151
|
|
|
183
|
|
|
453,215
|
|
|
135,649
|
|
|
588,864
|
|
|
|||||||
Impairment loss
|
4,804
|
|
|
|
|
|
|
|
|
4,804
|
|
|
123,426
|
|
|
128,230
|
|
|
||||||||||
Capital expenditures
|
280,869
|
|
|
126,578
|
|
|
9,586
|
|
|
260
|
|
|
417,293
|
|
|
136,576
|
|
|
553,869
|
|
|
|||||||
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unamortized balance
|
1,014,625
|
|
|
1,191,422
|
|
|
|
|
|
|
2,206,047
|
|
|
|
|
2,206,047
|
|
|
||||||||||
Amortization
|
119,368
|
|
|
294,913
|
|
|
|
|
|
|
414,281
|
|
|
|
|
414,281
|
|
|
||||||||||
Impairment loss
|
|
|
578,056
|
|
|
|
|
|
|
|
|
|
|
578,056
|
|
|
13.
|
RELATED PARTY TRANSACTIONS
|
|
Thousands of Yen
|
|
Thousands of
U.S. Dollars |
|
||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
||
Tax accountant fee to a corporate auditor
|
¥ 2,014
|
|
¥ 2,014
|
|
¥ 1,428
|
|
$
|
24
|
|
|
Purchase transactions with a subsidiary of a shareholder during the year
|
10,688,971
|
|
9,995,806
|
|
9,622,190
|
|
128,783
|
|
|
|
Thousands of Yen
|
|
Thousands of
U.S. Dollars |
|
||||
|
2012
|
|
2011
|
|
2012
|
|
||
Deposit made to a subsidiary of a shareholder during the year (*)
|
¥ 4,892,076
|
|
¥ 1,460,273
|
|
$
|
58,941
|
|
|
Deposit to a subsidiary of a shareholder
|
6,000,000
|
|
|
|
72,289
|
|
|
|
Account payable to a subsidiary of a shareholder
|
1,940,478
|
|
1,715,068
|
|
23,379
|
|
|
14.
|
COMPREHENSIVE INCOME
|
|
|
|
Thousands of Yen
|
|
|||
|
|
|
2010
|
|
|||
Total comprehensive income attributable to:
|
|
|
|
|
|||
Owners of the parent
|
|
|
¥
|
2,984,010
|
|
|
|
Minority interests
|
|
|
5,897
|
|
|
||
Total comprehensive income
|
|
|
¥
|
2,989,907
|
|
|
|
|
|
Thousands of Yen
|
|
|||
|
|
|
2010
|
|
|||
Other comprehensive income-
|
|
|
|
|
|||
Unrealized gain on available-for-sale securities (net of tax)
|
|
|
¥
|
46,261
|
|
|
|
Total other comprehensive income
|
|
|
¥
|
46,261
|
|
|
15.
|
SUBSEQUENT EVENTS
|
16.
|
RECONCILIATION TO U.S. GAAP
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
||||||
Equity in accordance with Japanese GAAP
|
¥
|
15,157,036
|
|
|
¥
|
13,937,449
|
|
|
$
|
182,615
|
|
|
Differences arising from different accounting for:
|
|
|
|
|
|
|
||||||
a. Goodwill, intangible assets and other business combination related adjustments
|
7,288,273
|
|
|
7,384,256
|
|
|
87,810
|
|
|
|||
b. Accrued vacation
|
(2,311,800)
|
|
|
(2,266,212)
|
|
|
(27,853)
|
|
|
|||
c. Employees’ retirement benefits
|
(2,223,798)
|
|
|
(1,886,812)
|
|
|
(26,793)
|
|
|
|||
e. Capital leases
|
(16,452)
|
|
|
(13,508)
|
|
|
(198)
|
|
|
|||
f. Tax effect of adjustments
|
60,040
|
|
|
(317,263
|
|
)
|
723
|
|
|
|||
Total
|
2,796,263
|
|
|
2,900,461
|
|
|
33,689
|
|
|
|||
Equity in accordance with U.S. GAAP
|
¥
|
17,953,299
|
|
|
¥
|
16,837,910
|
|
|
$
|
216,304
|
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
||||||||
Net income in accordance with Japanese GAAP
|
¥
|
2,926,641
|
|
|
¥
|
3,456,308
|
|
|
¥
|
2,937,749
|
|
|
$
|
35,261
|
|
|
Differences arising from different accounting for:
|
|
|
|
|
|
|
|
|
||||||||
a. Goodwill, intangible assets and other business combination related adjustments
|
(95,983)
|
|
|
(88,190)
|
|
|
593,761
|
|
|
(1,156)
|
|
|
||||
b. Accrued vacation
|
(45,588)
|
|
|
(13,270)
|
|
|
(214,965)
|
|
|
(549)
|
|
|
||||
c. Employees’ retirement benefits
|
36,265
|
|
|
(19,564)
|
|
|
(274,942)
|
|
|
436
|
|
|
||||
d. Asset retirement obligation
|
|
|
|
|
30,604
|
|
|
|
|
|||||||
e. Capital leases
|
(2,944)
|
|
|
7,716
|
|
|
11,035
|
|
|
(36)
|
|
|
||||
f. Tax effect of adjustments
|
226,435
|
|
|
173,776
|
|
|
340,394
|
|
|
2,728
|
|
|
||||
Total
|
118,185
|
|
|
60,468
|
|
|
485,887
|
|
|
1,423
|
|
|
||||
Net income in accordance with U.S. GAAP
|
¥
|
3,044,826
|
|
|
¥
|
3,516,776
|
|
|
¥
|
3,423,636
|
|
|
$
|
36,684
|
|
|
Comprehensive income
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
||||||||
Net income in accordance with U.S. GAAP
|
¥
|
3,044,826
|
|
|
¥
|
3,516,776
|
|
|
¥
|
3,423,636
|
|
|
$
|
36,684
|
|
|
Other comprehensive income:
Unrealized gain (loss) on available-for-sale securities (net of tax)
|
4,806
|
|
|
(40,691)
|
|
|
46,261
|
|
|
58
|
|
|
||||
Employees’ retirement benefits (net of tax)
|
(222,383)
|
|
|
(253,959)
|
|
|
646,288
|
|
|
(2,679)
|
|
|
||||
Total comprehensive income
|
¥
|
2,827,249
|
|
|
¥
|
3,222,126
|
|
|
¥
|
4,116,185
|
|
|
$
|
34,063
|
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
||||||||
Equity at beginning of year
|
¥
|
16,837,910
|
|
|
¥
|
15,379,047
|
|
|
¥
|
15,651,293
|
|
|
$
|
202,866
|
|
|
Total comprehensive income (net of tax)
|
2,827,249
|
|
|
3,222,126
|
|
|
4,116,185
|
|
|
34,063
|
|
|
||||
Cash dividends
|
(1,711,860)
|
|
|
(1,710,752)
|
|
|
(4,394,328)
|
|
|
(20,625)
|
|
|
||||
Noncontrolling interests
|
|
|
(52,511)
|
|
|
5,897
|
|
|
|
|
||||||
Equity at end of year
|
¥
|
17,953,299
|
|
|
¥
|
16,837,910
|
|
|
¥
|
15,379,047
|
|
|
$
|
216,304
|
|
|
a.
|
Business Combinations
|
|
|
Thousands of Yen
|
|
||||||||||||||||
|
|
2011
|
|
||||||||||||||||
|
|
Japanese GAAP
|
|
U.S. GAAP
|
|
||||||||||||||
Acquired Company
|
|
Carrying
Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Carrying Amount, Net of Impairment
|
|
Goodwill Related
Reconciliation
Item
|
|
||||||||
Kizembo
|
|
¥
|
482,935
|
|
|
¥ (482,935
|
)
|
|
|
¥
|
332,018
|
|
|
¥
|
332,018
|
|
|
||
Mefos
|
|
6,175,740
|
|
|
(5,280,483
|
)
|
¥
|
895,257
|
|
|
1,875,532
|
|
|
980,275
|
|
|
|||
Yamato
|
|
2,982,465
|
|
|
(1,989,613
|
)
|
992,852
|
|
|
2,112,419
|
|
|
1,119,567
|
|
|
||||
Total
|
|
¥
|
9,641,140
|
|
|
¥(7,753,031
|
)
|
¥
|
1,888,109
|
|
|
¥
|
4,319,969
|
|
|
¥
|
2,431,860
|
|
|
Year Ending March 31
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||
2013
|
|
¥
|
317,938
|
|
|
$
|
3,831
|
|
2014
|
|
317,938
|
|
|
3,831
|
|
||
2015
|
|
317,938
|
|
|
3,831
|
|
||
2016
|
|
317,938
|
|
|
3,831
|
|
||
2017
|
|
119,368
|
|
|
1,438
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
||||||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
||||||||||||
Customer contracts
|
¥
|
7,366,836
|
|
|
¥ (3,165,661)
|
|
¥
|
4,201,175
|
|
|
¥
|
7,366,836
|
|
|
¥(2,751,740)
|
|
¥
|
4,615,096
|
|
|
$
|
88,757
|
|
|
$ (38,141)
|
|
$
|
50,616
|
|
|
Trademarks
|
361,723
|
|
|
|
|
361,723
|
|
|
361,723
|
|
|
|
|
361,723
|
|
|
4,358
|
|
|
|
|
4,358
|
|
|
||||||
Total
|
¥
|
7,728,559
|
|
|
¥ (3,165,661)
|
|
¥
|
4,562,898
|
|
|
¥
|
7,728,559
|
|
|
¥(2,751,740)
|
|
¥
|
4,976,819
|
|
|
$
|
93,115
|
|
|
$ (38,141)
|
|
$
|
54,974
|
|
|
Year Ending March 31
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||
2013
|
|
¥
|
413,921
|
|
|
$
|
4,987
|
|
2014
|
|
413,921
|
|
|
4,987
|
|
||
2015
|
|
413,921
|
|
|
4,987
|
|
||
2016
|
|
413,921
|
|
|
4,987
|
|
||
2017
|
|
413,921
|
|
|
4,987
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
||||||||||
|
As of
March 31, 2012
|
As of
March 31, 2011
|
|
Year Ended March 31, 2011
|
|
Year Ended March 31, 2010
|
|
As of
March 31, 2012
|
|
|
||||||||
Deferred revenue recognized under U.S. GAAP not recognized under Japanese GAAP, and amortization of deferred revenue (*)
|
|
|
|
|
¥
|
7,793
|
|
|
¥
|
18,681
|
|
|
|
|
|
|||
Land
|
¥ (24,423)
|
|
¥ (24,423)
|
|
|
|
|
|
$ (294)
|
|
|
|||||||
Total
|
¥ (24,423)
|
|
¥ (24,423)
|
|
¥
|
7,793
|
|
|
¥
|
18,681
|
|
|
$ (294)
|
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
||||||||||||||||||||
|
As of
March 31,
2012
|
|
Year Ended March 31,
2012
|
|
As of
March 31,
2011
|
|
Year Ended March 31,
2011
|
|
Year Ended March 31,
2010
|
|
As of
March 31, 2012
|
|
Year Ended March 31,
2012
|
|
||||||||||||||
Goodwill
|
¥
|
2,749,798
|
|
|
¥
|
317,938
|
|
|
¥
|
2,431,860
|
|
|
¥
|
317,938
|
|
|
¥
|
992,337
|
|
|
$
|
33,130
|
|
|
$
|
3,831
|
|
|
Intangible assets
|
4,562,898
|
|
|
(413,921)
|
|
|
4,976,819
|
|
|
(413,921)
|
|
|
(417,257)
|
|
|
54,974
|
|
|
(4,987)
|
|
|
|||||||
Land, deferred revenue, and other fair value adjustments
|
(24,423)
|
|
|
|
|
(24,423)
|
|
|
7,793
|
|
|
18,681
|
|
|
(294)
|
|
|
|
|
|||||||||
Total
|
¥
|
7,288,273
|
|
|
¥ (95,983)
|
|
|
¥
|
7,384,256
|
|
|
¥ (88,190)
|
|
|
¥
|
593,761
|
|
|
$
|
87,810
|
|
|
$ (1,156)
|
|
|
b.
|
Accrued Vacation
|
c.
|
Employees’ Retirement Benefits
|
(1)
|
Unlike U.S. GAAP, there is no corridor approach and actuarial gain or loss is always amortized under Japanese GAAP. Instead, Japanese GAAP allows the entity to use the same assumed discount rate as the prior year if it fluctuates within the permitted range. .
|
(2)
|
Under Japanese GAAP, the prior service credits of ¥37,370 thousand and ¥289,985 thousand which were recognized as a result of amendments of the pension plans were included in net periodic pension credit entirely in the years ended March 31, 2011 and 2010, respectively. Under U.S. GAAP, the prior service credit was recognized as a charge to other comprehensive income at the date of amendment and amortized as a component of net periodic pension cost over the average remaining service period. Unamortized prior service credits as of March 31, 2012, as of March 31, 2011 and 2010 were ¥237,224 thousand ($2,858 thousand), ¥264,123 thousand and ¥272,521 thousand, respectively, and were included in accumulated other comprehensive income.
|
(3)
|
Under Japanese GAAP, the Company was able to use average interest rates over a certain period to discount benefit obligations, as a result, the discount rate was not necessarily the rate prevailing on the balance sheet date. This introduced a smoothing effect that is not accepted under U.S. GAAP. However, due to the amendment of related Japanese GAAP, for the year ended March 31, 2010, there is currently no significant difference between Japanese GAAP and U.S. GAAP with regard to the discount rate used to derive the benefit obligations. In addition, it is acceptable to select the same discount rate as the prior year under Japanese GAAP as long as there would be only a minor difference between the projected benefit obligations estimated using the rate as of the balance sheet date and the one estimated using the prior year’s rate. However, there is no such exception under U.S. GAAP. See Note 2.k for further details.
|
(4)
|
Under Japanese GAAP, it is not required to recognize the overfunded or underfunded status of a defined benefit postretirement plan in accumulated other comprehensive income in the balance sheet. Under U.S. GAAP, such amounts are recognized in accumulated other comprehensive income, net of tax, in the balance sheet, and also the actuarial gains or losses and prior service costs that arise during the period but are not recognized as components of net periodic benefit cost are recognized as a component of other comprehensive income.
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||
|
2012
|
|
2011
|
|
2012
|
|
Projected benefit obligation
|
¥ (9,400,986)
|
|
¥ (8,595,736)
|
|
$ (113,265)
|
|
Fair value of plan assets
|
6,232,419
|
|
5,723,675
|
|
75,089
|
|
Net liability under U.S. GAAP
|
(3,168,567)
|
|
(2,872,061)
|
|
(38,176)
|
|
Net liability under Japanese GAAP:
|
|
|
|
|
|
|
Employees’ retirement benefits
|
(1,218,329)
|
|
(1,323,465)
|
|
(14,679)
|
|
Prepaid pension costs
|
273,560
|
|
338,216
|
|
3,296
|
|
Total
|
(944,769)
|
|
(985,249)
|
|
(11,383)
|
|
Equity reconciliation item
|
¥ (2,223,798)
|
|
¥ (1,886,812)
|
|
$ (26,793)
|
|
|
2012
|
|
2011
|
|
2010
|
Discount rate
|
1.10%
|
|
1.50%
|
|
1.50%
|
Expected rate of return on plan assets
|
2.0%
|
|
2.0%
|
|
2.0%
|
Amortization period of prior service credit relating to the plan amendment
|
From 8 to 12 years
|
|
From 8 to 12 years
|
|
12 years
|
Recognition period of actuarial gain/loss
|
From 5 to 12 years
|
|
From 5 to 12 years
|
|
From 5 to 12 years
|
d.
|
Asset Retirement Obligation
|
|
|
Thousands of Yen
|
|
|||
|
|
|
2010
|
|||
Reversal of asset retirement costs under Japanese GAAP
|
|
|
¥
|
30,604
|
|
|
Asset retirement obligation impact on net income before income tax
|
|
|
¥
|
30,604
|
|
|
e.
|
Capital Leases
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
||||||||
Machinery and equipment
|
¥
|
77,032
|
|
|
¥
|
91,666
|
|
|
¥
|
75,871
|
|
|
$
|
928
|
|
|
Furniture and fixtures
|
886,733
|
|
|
1,211,962
|
|
|
1,793,570
|
|
|
10,683
|
|
|
||||
Other assets
|
50,694
|
|
|
95,727
|
|
|
259,483
|
|
|
611
|
|
|
||||
Accumulated depreciation
|
(608,492)
|
|
|
(1,006,895)
|
|
|
(1,460,658)
|
|
|
(7,331)
|
|
|
||||
Lease obligation
|
(422,504)
|
|
|
(406,439)
|
|
|
(690,515)
|
|
|
(5,090)
|
|
|
||||
Other long-term liabilities
|
85
|
|
|
471
|
|
|
1,027
|
|
|
1
|
|
|
||||
Net impact on shareholders’ equity
|
¥ (16,452)
|
|
|
¥ (13,508)
|
|
|
¥ (21,222)
|
|
|
$ (198)
|
|
|
||||
Reversal of operating lease expense
|
¥
|
259,943
|
|
|
¥
|
390,044
|
|
|
¥
|
541,293
|
|
|
$
|
3,132
|
|
|
Lease asset depreciation under U.S. GAAP
|
(253,049)
|
|
|
(367,066)
|
|
|
(507,395)
|
|
|
(3,049)
|
|
|
||||
Lease related interest expense under U.S. GAAP
|
(9,838)
|
|
|
(15,262)
|
|
|
(22,863)
|
|
|
(119)
|
|
|
||||
Lease related impact on net income before income tax
|
¥ (2,944)
|
|
|
¥
|
7,716
|
|
|
¥
|
11,035
|
|
|
$ (36)
|
|
|
f.
|
Tax Effect of Adjustments
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||||||||||||||||||
|
2012
|
|
2012
|
|
||||||||||||||||||||
|
Japanese
GAAP
Balances
|
|
ASC 740 Applied to U.S. GAAP Adjustments
|
|
U.S. GAAP Balances
|
|
Japanese GAAP Balances
|
|
ASC 740 Applied to U.S. GAAP Adjustments
|
|
U.S. GAAP Balances
|
|
||||||||||||
Balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current deferred tax assets
|
¥
|
1,768,432
|
|
|
¥
|
874,041
|
|
|
¥
|
2,642,473
|
|
|
$
|
21,307
|
|
|
$
|
10,531
|
|
|
$
|
31,838
|
|
|
Non-current deferred tax assets
|
522,264
|
|
|
49,377
|
|
|
571,641
|
|
|
6,292
|
|
|
594
|
|
|
6,886
|
|
|
||||||
Non-current deferred tax liabilities
|
|
|
(863,378
|
|
)
|
(863,378
|
|
)
|
|
|
(10,402
|
|
)
|
(10,402
|
|
)
|
||||||||
Net deferred tax assets
|
¥
|
2,290,696
|
|
|
¥
|
60,040
|
|
|
¥
|
2,350,736
|
|
|
$
|
27,599
|
|
|
$
|
723
|
|
|
$
|
28,322
|
|
|
|
Thousands of Yen
|
|
||||||||||
|
2011
|
|
||||||||||
|
Japanese
GAAP
Balances
|
|
ASC 740 Applied to U.S. GAAP Adjustments
|
|
U.S. GAAP Balances
|
|
||||||
Balance sheet:
|
|
|
|
|
|
|
||||||
Current deferred tax assets
|
¥
|
1,834,270
|
|
|
¥
|
135,210
|
|
|
¥
|
1,969,480
|
|
|
Non-current deferred tax assets
|
561,574
|
|
|
337,275
|
|
|
898,849
|
|
|
|||
Non-current deferred tax liabilities
|
|
|
(789,748
|
|
)
|
(789,748
|
|
)
|
||||
Net deferred tax assets
|
¥
|
2,395,844
|
|
|
¥ (317,263)
|
|
|
¥
|
2,078,581
|
|
|
g.
|
Cash and Cash Equivalents
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
|
||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
||||||||
Net cash provided by operating activities
|
¥
|
6,087,013
|
|
|
¥
|
4,108,530
|
|
|
¥
|
3,738,266
|
|
|
$
|
73,338
|
|
|
Net cash (used in) provided by investing activities
|
(6,427,498
|
|
)
|
(379,726
|
|
)
|
1,246,374
|
|
|
(77,440
|
|
)
|
||||
Net cash used in financing activities
|
(4,155,591
|
|
)
|
(184,352
|
|
)
|
(4,443,176
|
|
)
|
(50,067
|
|
)
|
||||
Net (decrease) increase in cash and cash equivalents
|
(4,496,076
|
|
)
|
3,544,452
|
|
|
541,464
|
|
|
(54,169
|
|
)
|
||||
Cash and cash equivalents at beginning of year
|
12,321,527
|
|
|
8,777,075
|
|
|
8,235,611
|
|
|
148,452
|
|
|
||||
Cash and cash equivalents at end of year
|
¥
|
7,825,451
|
|
|
¥
|
12,321,527
|
|
|
¥
|
8,777,075
|
|
|
$
|
94,283
|
|
|
h.
|
Recent Accounting Pronouncements Adopted and to Be Adopted in Future Periods
|