UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended April 1, 2011
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-04762
ARAMARK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 95-2051630 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
ARAMARK Tower 1101 Market Street Philadelphia, Pennsylvania |
19107 | |
(Address of principal executive offices) | (Zip Code) |
(215) 238-3000
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practical date.
Common stock outstanding at April 29, 2011: 1,000 shares
PART IFINANCIAL INFORMATION
ITEM 1. | FINANCIAL STATEMENTS |
ARAMARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In Thousands, Except Share Amounts)
April 1, 2011 | October 1, 2010 | |||||||
ASSETS | ||||||||
Current Assets: |
||||||||
Cash and cash equivalents |
$ | 89,208 | $ | 160,929 | ||||
Receivables |
1,255,137 | 942,949 | ||||||
Inventories, at lower of cost or market |
469,140 | 447,915 | ||||||
Prepayments and other current assets |
260,474 | 206,279 | ||||||
Total current assets |
2,073,959 | 1,758,072 | ||||||
Property and Equipment, net |
1,050,478 | 1,072,584 | ||||||
Goodwill |
4,691,328 | 4,550,702 | ||||||
Other Intangible Assets |
1,859,754 | 1,913,634 | ||||||
Other Assets |
928,321 | 926,923 | ||||||
$ | 10,603,840 | $ | 10,221,915 | |||||
LIABILITIES AND SHAREHOLDERS EQUITY | ||||||||
Current Liabilities: |
||||||||
Current maturities of long-term borrowings |
$ | 65,941 | $ | 51,647 | ||||
Accounts payable |
742,271 | 758,748 | ||||||
Accrued expenses and other current liabilities |
1,171,855 | 1,138,158 | ||||||
Total current liabilities |
1,980,067 | 1,948,553 | ||||||
Long-Term Borrowings |
5,672,802 | 5,350,178 | ||||||
Deferred Income Taxes and Other Noncurrent Liabilities |
1,261,800 | 1,341,491 | ||||||
Common Stock Subject to Repurchase |
198,332 | 184,736 | ||||||
Shareholders Equity: |
||||||||
Common stock, par value $.01 (authorized: 1,000 shares; issued and outstanding: 1,000 shares) |
| | ||||||
Capital surplus |
1,430,986 | 1,446,187 | ||||||
Earnings retained for use in the business |
138,087 | 79,296 | ||||||
Accumulated other comprehensive loss |
(78,234 | ) | (128,526 | ) | ||||
Total shareholders equity |
1,490,839 | 1,396,957 | ||||||
$ | 10,603,840 | $ | 10,221,915 | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
ARAMARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands)
Three Months Ended April 1, 2011 |
Three Months Ended April 2, 2010 |
|||||||
Sales |
$ | 3,261,804 | $ | 3,098,772 | ||||
Costs and Expenses: |
||||||||
Cost of services provided |
2,964,587 | 2,819,355 | ||||||
Depreciation and amortization |
128,765 | 127,307 | ||||||
Selling and general corporate expenses |
45,537 | 54,336 | ||||||
3,138,889 | 3,000,998 | |||||||
Operating income |
122,915 | 97,774 | ||||||
Interest and Other Financing Costs, net |
92,765 | 117,848 | ||||||
Income (Loss) before income taxes |
30,150 | (20,074 | ) | |||||
Provision (Benefit) for Income Taxes |
9,760 | (10,302 | ) | |||||
Net income (loss) |
$ | 20,390 | $ | (9,772 | ) | |||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
ARAMARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands)
Six Months Ended April 1, 2011 |
Six Months Ended April 2, 2010 |
|||||||
Sales |
$ | 6,586,129 | $ | 6,292,718 | ||||
Costs and Expenses: |
||||||||
Cost of services provided |
5,952,278 | 5,690,278 | ||||||
Depreciation and amortization |
256,706 | 255,421 | ||||||
Selling and general corporate expenses |
90,460 | 103,713 | ||||||
6,299,444 | 6,049,412 | |||||||
Operating income |
286,685 | 243,306 | ||||||
Interest and Other Financing Costs, net |
201,911 | 226,955 | ||||||
Income before income taxes |
84,774 | 16,351 | ||||||
Provision for Income Taxes |
25,983 | 446 | ||||||
Net income |
$ | 58,791 | $ | 15,905 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
ARAMARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
Six Months Ended April 1, 2011 |
Six Months Ended April 2, 2010 |
|||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 58,791 | $ | 15,905 | ||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
||||||||
Depreciation and amortization |
256,706 | 255,421 | ||||||
Income taxes deferred |
(11,828 | ) | (24,926 | ) | ||||
Share-based compensation expense |
6,392 | 17,005 | ||||||
Changes in noncash working capital |
(211,611 | ) | (118,213 | ) | ||||
Net change in proceeds from sale of receivables (Note 9) |
(220,855 | ) | 8,598 | |||||
Other operating activities |
(3,078 | ) | 28,420 | |||||
Net cash provided by (used in) operating activities |
(125,483 | ) | 182,210 | |||||
Cash flows from investing activities: |
||||||||
Purchases of property and equipment and client contract investments |
(129,244 | ) | (113,498 | ) | ||||
Disposals of property and equipment |
8,925 | 6,316 | ||||||
Proceeds from divestiture |
10,042 | | ||||||
Acquisition of certain businesses, net of cash acquired |
(155,493 | ) | (81,106 | ) | ||||
Other investing activities |
6,517 | 3,492 | ||||||
Net cash used in investing activities |
(259,253 | ) | (184,796 | ) | ||||
Cash flows from financing activities: |
||||||||
Proceeds from long-term borrowings |
95,159 | 66,208 | ||||||
Payments of long-term borrowings |
(18,409 | ) | (20,141 | ) | ||||
Net change in funding under the Receivables Facility (Note 9) |
245,650 | | ||||||
Proceeds from issuance of Parent Company common stock |
2,329 | 2,164 | ||||||
Repurchase of Parent Company common stock |
(9,397 | ) | (5,462 | ) | ||||
Other financing activities |
(2,317 | ) | (12,583 | ) | ||||
Net cash provided by financing activities |
313,015 | 30,186 | ||||||
Increase (decrease) in cash and cash equivalents |
(71,721 | ) | 27,600 | |||||
Cash and cash equivalents, beginning of period |
160,929 | 224,644 | ||||||
Cash and cash equivalents, end of period |
$ | 89,208 | $ | 252,244 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
ARAMARK CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1) | BASIS OF PRESENTATION: |
ARAMARK Corporation (the Company or ARAMARK) was acquired on January 26, 2007 through a merger transaction with RMK Acquisition Corporation, a Delaware corporation controlled by investment funds associated with GS Capital Partners, CCMP Capital Advisors, J.P. Morgan Partners, Thomas H. Lee Partners and Warburg Pincus LLC (collectively, the Sponsors), Joseph Neubauer, Chairman and Chief Executive Officer of ARAMARK, and certain other members of the Companys management. The acquisition was accomplished through the merger of RMK Acquisition Corporation with and into ARAMARK Corporation with ARAMARK Corporation being the surviving company (the Transaction).
The Company is a wholly-owned subsidiary of ARAMARK Intermediate Holdco Corporation, which is wholly-owned by ARAMARK Holdings Corporation (the Parent Company). ARAMARK Holdings Corporation, ARAMARK Intermediate Holdco Corporation and RMK Acquisition Corporation were formed for the purpose of facilitating the Transaction and have no operations other than ownership of the Company. ARAMARK Holdings Corporation has 600.0 million common shares authorized, approximately 210.4 million common shares issued and approximately 203.3 million common shares outstanding as of April 1, 2011.
On March 30, 2007, ARAMARK Corporation was merged with and into ARAMARK Services, Inc. with ARAMARK Services, Inc. being the surviving corporation. In connection with the consummation of the merger, ARAMARK Services, Inc. changed its name to ARAMARK Corporation.
The condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated. The condensed consolidated financial statements exclude the accounts of ARAMARK Holdings Corporation and ARAMARK Intermediate Holdco Corporation, but do reflect the Sponsors investment cost basis allocated to the assets and liabilities acquired on January 26, 2007.
The condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and should be read in conjunction with the audited consolidated financial statements, and the notes to those statements, included in the Companys Annual Report on Form 10-K for the fiscal year ended October 1, 2010. The condensed consolidated balance sheet as of October 1, 2010 was derived from audited financial statements which have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of the Company, the statements include all adjustments, which are of a normal, recurring nature, required for a fair presentation for the periods presented. The results of operations for interim periods are not necessarily indicative of the results for a full year, due to the seasonality of some of the Companys business activities and the possibility of changes in general economic conditions.
The Company applied an estimated annual effective tax rate to the provision for income taxes for the second quarter and six month period of fiscal 2011. The Company calculated the provision (benefit) for income taxes for the second quarter and six month period of fiscal 2010 based on actual year-to-date results.
(2) | ACQUISITIONS AND DIVESTITURES: |
Fiscal 2011
On March 18, 2011, ARAMARK Clinical Technology Services, LLC, a subsidiary of the Company, purchased the common stock of the ultimate parent company of Masterplan, a clinical technology management and medical equipment maintenance company, for cash consideration of approximately $154.5 million. Also acquired in the transaction were ReMedPar, an independent provider of sourced and refurbished medical equipment parts, and MESA, an integrated repair and maintenance services provider in 12 European countries.
The Company followed the acquisition method of accounting in accordance with the accounting standard related to business combinations. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed in the acquisition, based on the current best estimates of management. The Company is in the process of finalizing its assessment of the fair value of the assets acquired and liabilities assumed. Inventory, property and equipment, intangible assets and deferred income taxes were based on preliminary valuation data and estimates. Accordingly, the fair values of these assets and liabilities are subject to change.
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands) | ||||
Purchase consideration |
$ | 154,544 | ||
Current assets |
$ | 27,214 | ||
Current liabilities |
(33,161 | ) | ||
Property and equipment |
3,986 | |||
Other intangible assets |
33,702 | |||
Goodwill |
136,657 | |||
Other assets |
314 | |||
Long-term borrowings |
(767 | ) | ||
Deferred income taxes and other noncurrent liabilities |
(13,401 | ) | ||
$ | 154,544 | |||
The goodwill arising from the acquisition consists largely of the growth opportunity the Company anticipates in the core businesses acquired and the cost savings and synergies the Company expects to realize in its clinical technology services business. None of the goodwill is expected to be deductible for tax purposes. All of the goodwill recorded is included in the Food and Support ServicesNorth America segment.
For the three and six months ended April 1, 2011, $3.9 million of sales and ($0.2) million of net loss were recorded in the Condensed Consolidated Statements of Operations in both periods related to the acquisition. During the six months ended April 1, 2011, approximately $0.3 million of pretax transaction-related costs related to the acquisition were recorded in Selling and general corporate expenses in the Condensed Consolidated Statement of Operations.
During the second quarter of fiscal 2011, the Company completed the sale of its 67% ownership interest in the security business of its Chilean subsidiary for approximately $10 million in cash and future consideration of approximately $4 million. The transaction resulted in a pretax gain of approximately $6.4 million (net of tax gain of approximately $4.8 million), which is included in Cost of services provided in the Condensed Consolidated Statement of Operations. The results of operations and cash flows associated with the security business were not material to the Companys consolidated operations and cash flows.
Fiscal 2010
On October 30, 2009, ARAMARK Ireland Holdings Limited and ARAMARK Investments Limited, subsidiaries of the Company, completed the acquisition of the facilities management and property management businesses of Veris plc, an Irish company, for consideration of approximately $74.3 million in cash and the assumption of a pension liability of approximately $1.2 million. These business interests include Vector Workplace and Facility Management Ltd, Irish Estates (Facilities Management) Ltd, Irish Estates (Management) Ltd, Premier Management Company (Dublin) Ltd, Glenrye Properties Services Ltd, Spokesoft Technologies Ltd, Orange Support Services Ltd, Orange Environmental Building Services Ltd and Vector Environmental Services Ltd, all of which are companies that were owned by Veris plc. The facilities management business provides a broad range of facility and project management and consulting services for clients across a wide range of industrial and commercial sectors in Ireland and the United Kingdom. The property management business operates three business unitscommercial, residential and retail through which it manages mixed and single use property developments.
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The Company followed the acquisition method of accounting in accordance with the accounting pronouncement related to business combinations. The following table summarizes the final fair values of the assets acquired and liabilities assumed from Veris plc.
(in thousands) | ||||
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 | |||
The goodwill arising from the acquisition consists largely of the growth opportunity the Company anticipates in the core businesses acquired. None of the goodwill is expected to be deductible for tax purposes. All of the goodwill recorded is included in the Food and Support ServicesInternational segment.
For the three and six months ended April 1, 2011, $30.2 million and $55.7 million of sales and $1.1 million and $0.5 million of net income, respectively, were recorded in the Condensed Consolidated Statements of Operations related to the acquisition of Veris plc. For the three and six months ended April 2, 2010, $21.1 million and $28.8 million of sales and $1.0 million and ($0.3) million of net income (loss), respectively, were recorded in the Condensed Consolidated Statements of Operations related to the acquisition of Veris plc. During the six months ended April 2, 2010, approximately $1.8 million of pretax transaction-related costs related to the acquisition were recorded in Selling and general corporate expenses in the Condensed Consolidated Statement of Operations.
Unaudited Pro Forma Results of Operations
The following unaudited pro forma results of operations (in thousands) for the six months ended April 1, 2011 and April 2, 2010 assume the acquisitions of Masterplan, ReMedPar, and MESA and Veris plc occurred at the beginning of fiscal 2010. This unaudited pro forma information does not purport to be indicative of the results that would have been obtained if the acquisitions had actually occurred at the beginning of fiscal 2010, nor of the results that may be reported in the future.
Six Months Ended April 1, 2011 |
Six Months Ended April 2, 2010 |
|||||||
Sales |
$ | 6,637,857 | $ | 6,375,212 | ||||
Net income |
58,947 | 17,359 |
(3) | SUPPLEMENTAL CASH FLOW INFORMATION: |
The Company made interest payments of approximately $180.9 million and $211.8 million and income tax payments of approximately $25.6 million and $22.2 million during the six months ended April 1, 2011 and April 2, 2010, respectively.
(4) | COMPREHENSIVE INCOME (LOSS): |
Comprehensive income includes all changes to shareholders equity during a period, except those resulting from investment by and distributions to shareholders. Components of comprehensive income include net income (loss), changes in foreign currency translation adjustments (net of tax), pension plan adjustments (net of tax) and changes in the fair value of cash flow hedges (net of tax). Total comprehensive income for the three and six months ended April 1, 2011 was approximately $52.7 million and $109.1 million, respectively. For the three and six months ended April 2, 2010, total comprehensive income (loss) was approximately ($28.9) million and $20.2 million, respectively. As of April 1, 2011 and October 1, 2010, Accumulated other comprehensive loss consists of pension plan adjustments (net of tax) of approximately ($30.4) million and ($30.0) million, respectively, foreign currency translation adjustment (net
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
of tax) of approximately $32.9 million and $24.4 million, respectively, and fair value of cash flow hedges (net of tax) of approximately ($80.6) million and ($123.0) million, respectively.
(5) | GOODWILL AND OTHER INTANGIBLE ASSETS: |
Goodwill represents the excess of the cost of an acquired entity over the fair value of assets acquired and liabilities assumed in a business combination. Goodwill is not amortized and is subject to an impairment test that we conduct annually or more frequently if a change in circumstances or the occurrence of events indicates that potential impairment exists, using discounted cash flows. During the second quarter of fiscal 2011, the Company recorded an impairment charge of $5.3 million in the Food and Support ServicesInternational segment in order to write off all of the goodwill (approximately $4.0 million) and other intangible assets (approximately $1.3 million) associated with its India operations. The impairment charge is included in Cost of services provided in the Condensed Consolidated Statement of Operations. The impairment charge primarily resulted from a change in the strategic direction of the business and continuing operating losses due to competitive pressures. To determine the amount of the impairment charge, the Company concluded that the carrying value exceeded the estimated fair value of the India operating unit. The Company estimated the fair value using a discounted cash flow valuation methodology, which included making assumptions about the future profitability and cash flows of the business. Changes in total goodwill during the six months ended April 1, 2011 follow (in thousands):
Segment |
October 1, 2010 | Acquisitions and Divestitures |
Impairment | Translation | April 1, 2011 | |||||||||||||||
Food and Support ServicesNorth America |
$ | 3,478,479 | $ | 136,657 | $ | | $ | 28 | $ | 3,615,164 | ||||||||||
Food and Support ServicesInternational |
471,354 | (2,613 | ) | (4,017 | ) | 10,103 | 474,827 | |||||||||||||
Uniform and Career Apparel |
600,869 | 468 | | | 601,337 | |||||||||||||||
$ | 4,550,702 | $ | 134,512 | $ | (4,017 | ) | $ | 10,131 | $ | 4,691,328 | ||||||||||
The amounts for acquisitions during fiscal 2011 may be revised upon final determination of the purchase price allocations.
Other intangible assets consist of (in thousands):
April 1, 2011 | October 1, 2010 | |||||||||||||||||||||||
Gross Amount |
Accumulated Amortization |
Net Amount |
Gross Amount |
Accumulated Amortization |
Net Amount |
|||||||||||||||||||
Customer relationship assets |
$ | 1,869,904 | $ | (776,358 | ) | $ | 1,093,546 | $ | 1,828,400 | $ | (677,538 | ) | $ | 1,150,862 | ||||||||||
Trade names |
766,459 | (251 | ) | 766,208 | 762,932 | (160 | ) | 762,772 | ||||||||||||||||
$ | 2,636,363 | $ | (776,609 | ) | $ | 1,859,754 | $ | 2,591,332 | $ | (677,698 | ) | $ | 1,913,634 | |||||||||||
Acquisition-related intangible assets consist of customer relationship assets, the ARAMARK trade name and other trade names. Customer relationship assets are being amortized on a straight-line basis over the expected period of benefit, 3 to 24 years, with a weighted average life of approximately 11 years. The ARAMARK and SeamlessWeb trade names are indefinite lived intangible assets and are not amortizable but are evaluated for impairment at least annually.
Amortization of intangible assets for the six months ended April 1, 2011 and April 2, 2010 was approximately $94.9 million and $94.0 million, respectively.
(6) | DERIVATIVE INSTRUMENTS: |
The Company enters into derivative contractual arrangements to manage changes in market conditions related to interest on debt obligations, foreign currency exposures and exposure to fluctuating natural gas, gasoline and diesel fuel prices. Derivative instruments utilized during the period include interest rate swap agreements, foreign currency forward exchange contracts, and natural gas, gasoline and diesel fuel hedge agreements. All derivative instruments are recognized as either assets or liabilities on the balance sheet at fair value at the end of each quarter. Changes in the fair value of a derivative that is designated as and meets all the required criteria for a cash flow hedge are recorded in accumulated other comprehensive income (loss) and reclassified into earnings as the underlying hedged item affects earnings. The counterparties to the Companys contractual derivative agreements are all major international financial institutions. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The
8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Company continually monitors its positions and the credit ratings of its counterparties, and does not anticipate nonperformance by the counterparties. For all hedging relationships the Company formally documents the hedging relationship and its risk management objective and strategy for undertaking the hedge, the hedging instrument, the hedged item, the nature of the risk being hedged, how the hedging instruments effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method of measuring ineffectiveness. The Company also formally assesses, both at the hedges inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting cash flows of hedged items.
Cash Flow Hedges
As of April 1, 2011, the Company has outstanding $3.0 billion and ¥5.0 billion of interest rate swap agreements, fixing the rate on a like amount of variable rate term loan borrowings and floating rate notes. As of April 1, 2011 and October 1, 2010, approximately ($75.5) million and ($114.4) million of unrealized net of tax losses related to the interest rate swaps were included in Accumulated other comprehensive loss, respectively. The hedge ineffectiveness for these cash flow hedging instruments during the six months ended April 1, 2011 and April 2, 2010 was immaterial.
The Company previously entered into a $169.6 million amortizing forward starting cross currency swap to mitigate the risk of variability in principal and interest payments on the Canadian subsidiarys variable rate debt denominated in U.S. dollars. The agreement fixes the rate on the variable rate borrowings and mitigates changes in the Canadian dollar/U.S. dollar exchange rate. During the six months ended April 1, 2011 and April 2, 2010, approximately ($5.2) million and ($8.3) million of unrealized losses, net of tax, related to the swap were added to Accumulated other comprehensive loss, respectively. Approximately $7.1 million and $7.7 million were reclassified to offset net translation gains on the foreign currency denominated debt during the six months ended April 1, 2011 and April 2, 2010, respectively. As of April 1, 2011 and October 1, 2010, unrealized net of tax losses of approximately ($6.7) million and ($8.6) million related to the cross currency swap were included in Accumulated other comprehensive loss, respectively. The hedge ineffectiveness for this cash flow hedging instrument during the six months ended April 1, 2011 and April 2, 2010 was immaterial.
The Company enters into a series of pay fixed/receive floating natural gas hedge agreements based on a NYMEX price in order to limit its exposure to price increases for natural gas, primarily in the Uniform and Career Apparel segment. As of April 1, 2011, the Company had no outstanding natural gas hedge agreements. As of April 1, 2011 and October 1, 2010, $0 and approximately ($0.1) million of unrealized net of tax losses were recorded in Accumulated other comprehensive loss for these contracts, respectively. There was no hedge ineffectiveness for the six months ended April 1, 2011 and April 2, 2010.
The Company enters into a series of pay fixed/receive floating gasoline and diesel fuel hedge agreements based on the Department of Energy weekly retail on-highway index in order to limit its exposure to price fluctuations for gasoline and diesel fuel. As of April 1, 2011, the Company has contracts for approximately 3.7 million gallons outstanding for fiscal 2011 and fiscal 2012 that are designated as cash flow hedging instruments. During the six months ended April 1, 2011, the Company entered into contracts totaling approximately 2.0 million gallons. As of April 1, 2011 and October 1, 2010, unrealized net of tax gains of approximately $1.6 million and $0.1 million were recorded in Accumulated other comprehensive loss for these contracts, respectively. The hedge ineffectiveness for the gasoline and diesel fuel hedging instruments for the six months ended April 1, 2011 and April 2, 2010 was immaterial.
9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The following table summarizes the effect of our derivatives designated as cash flow hedging instruments on Comprehensive Income (Loss) (in thousands):
Three Months Ended April 1, 2011 |
Three Months Ended April 2, 2010 |
|||||||
Interest rate swap agreements |
$ | 17,960 | $ | 3,980 | ||||
Cross currency swap agreements |
1,460 | 139 | ||||||
Natural gas hedge agreements |
| (204 | ) | |||||
Gasoline and diesel fuel hedge agreements |
997 | 271 | ||||||
$ | 20,417 | $ | 4,186 | |||||
Six Months Ended April 1, 2011 |
Six Months Ended April 2, 2010 |
|||||||
Interest rate swap agreements |
$ | 38,867 | $ | 22,364 | ||||
Cross currency swap agreements |
1,861 | (598 | ) | |||||
Natural gas hedge agreements |
92 | 183 | ||||||
Gasoline and diesel fuel hedge agreements |
1,489 | 1,525 | ||||||
$ | 42,309 | $ | 23,474 | |||||
Derivatives not Designated in Hedging Relationships
As of April 1, 2011, the Company had foreign currency forward exchange contracts outstanding with notional amounts of 52.6 million, £20.5 million and CAD63.0 million to mitigate the risk of changes in foreign currency exchange rates on short-term intercompany loans to certain international subsidiaries. Gains and losses on these foreign currency exchange contracts are recognized in income currently as the contracts were not designated as hedging instruments, substantially offsetting currency transaction gains and losses on the short term intercompany loans, which are included in Interest and Other Financing Costs, net.
The following table summarizes the location and fair value of our derivatives designated and not designated as hedging instruments in our Condensed Consolidated Balance Sheets (in thousands):
Balance Sheet Location | April 1, 2011 | October 1, 2010 | ||||||||||
ASSETS |
||||||||||||
Designated as hedging instruments: |
||||||||||||
Gasoline and diesel fuel hedge agreements |
Prepayments | $ | 2,782 | $ | 179 | |||||||
Total derivatives |
$ | 2,782 | $ | 179 | ||||||||
LIABILITIES |
||||||||||||
Designated as hedging instruments: |
||||||||||||
Natural gas hedge agreements |
Accounts Payable | $ | | $ | 152 | |||||||
Gasoline and diesel fuel hedge agreements |
Accounts Payable | | 20 | |||||||||
Interest rate swap agreements |
Accrued Expenses | 101,742 | | |||||||||
Interest rate swap agreements |
|
Other Noncurrent Liabilities |
|
23,791 | 190,156 | |||||||
Cross currency swap agreements |
|
Other Noncurrent Liabilities |
|
46,294 | 38,261 | |||||||
171,827 | 228,589 | |||||||||||
Not designated as hedging instruments: |
||||||||||||
Foreign currency forward exchange contracts |
Accounts Payable | 782 | 2,065 | |||||||||
Total derivatives |
$ | 172,609 | $ | 230,654 | ||||||||
10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The following table summarizes the location of (gain) loss reclassified from Accumulated other comprehensive loss into earnings for our derivatives designated as hedging instruments in our Condensed Consolidated Statements of Operations (in thousands):
Account | Three Months Ended April 1, 2011 |
Three Months Ended April 2, 2010 |
||||||||||
Interest rate swap agreements |
Interest Expense | $ | 30,829 | $ | 37,281 | |||||||
Cross currency swap agreements |
Interest Expense | 2,234 | 1,787 | |||||||||
Natural gas hedge agreements |
Cost of services provided | | 412 | |||||||||
Gasoline and diesel fuel hedge agreements |
Cost of services provided | (448 | ) | 380 | ||||||||
$ | 32,615 | $ | 39,860 | |||||||||
Account | Six Months Ended April 1, 2011 |
Six Months Ended April 2, 2010 |
||||||||||
Interest rate swap agreements |
Interest Expense | $ | 58,430 | $ | 75,419 | |||||||
Cross currency swap agreements |
Interest Expense | 4,418 | 3,971 | |||||||||
Natural gas hedge agreements |
Cost of services provided | 158 | 1,314 | |||||||||
Gasoline and diesel fuel hedge agreements |
Cost of services provided | (369 | ) | 1,326 | ||||||||
$ | 62,637 | $ | 82,030 | |||||||||
The following table summarizes the location of (gain) loss for our derivatives not designated as hedging instruments in our Condensed Consolidated Statements of Operations (in thousands):
Account | Three Months Ended April 1, 2011 |
Three Months Ended April 2, 2010 |
||||||||||
Foreign currency forward exchange contracts |
Interest Expense | $ | (6,016 | ) | $ | (4,271 | ) | |||||
Account | Six Months Ended April 1, 2011 |
Six Months Ended April 2, 2010 |
||||||||||
Foreign currency forward exchange contracts |
Interest Expense | $ | (6,482 | ) | $ | (6,073 | ) | |||||
(7) | CAPITAL STOCK: |
Pursuant to the Stockholders Agreement of the Parent Company, commencing on January 26, 2008, upon termination of employment from the Company or one of its subsidiaries, members of the Companys management (other than Mr. Neubauer) who hold shares of common stock of the Parent Company can cause the Parent Company to repurchase all of their initial investment shares at fair market appraised value. Generally, payment for shares repurchased could be, at the Parent Companys option, in cash or installment notes, which would be effectively subordinated to all indebtedness of the Company. The amount of this potential repurchase obligation has been classified outside of shareholders equity, which reflects the Parent Companys investment basis and capital structure in the Companys condensed consolidated financial statements. The amount of common stock subject to repurchase as of April 1, 2011 and October 1, 2010 was $198.3 million and $184.7 million, which is based on approximately 12.6 million and 12.9 million shares of common stock of the Parent Company valued at $15.80 and $14.27 per share, respectively. The fair value of our common stock subject to repurchase is calculated using discounted cash flow techniques and comparable public company trading multiples. During the six months ended April 1, 2011 and April 2, 2010, approximately $19.7 million and $12.1 million of common stock of the Parent Company was repurchased, respectively, and has been reflected in the Companys condensed consolidated financial statements. The Stockholders Agreement, the senior secured credit agreement and the indenture governing the 8.50% senior notes due 2015 and the senior floating rate notes due 2015 contain limitations on the amount the Company can expend for such share repurchases.
(8) | SHARE-BASED COMPENSATION: |
During the three and six months ended April 1, 2011, share-based compensation expense was approximately $3.0 million, before taxes of $1.2 million, and approximately $6.4 million, before taxes of $2.5 million, respectively. During
11
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
the three and six months ended April 2, 2010, share-based compensation expense was approximately $11.4 million, before taxes of $4.4 million, and approximately $17.0 million, before taxes of $6.6 million, respectively.
Stock Options
Time-Based Options
The compensation cost charged to expense during the three and six months ended April 1, 2011 for Time-Based Options was approximately $2.6 million and $6.0 million, respectively. The compensation cost charged to expense during the three and six months ended April 2, 2010 for Time-Based Options was approximately $4.0 million and $6.8 million, respectively.
Performance-Based Options
During the three and six months ended April 1, 2011, $0 was charged to expense for Performance-Based Options. During the three and six months ended April 2, 2010, approximately $7.0 million and $9.8 million was charged to expense for Performance-Based Options, respectively. On December 9, 2009, the Parent Company Board waived the EBIT target for fiscal 2009 with respect to approximately 1.1 million options representing 35% of the portion of the Performance-Based Options whose vesting was subject to the achievement of the Companys fiscal 2009 EBIT target. Accordingly, such portion of the Performance-Based Options vested when the time-based vesting requirement of such options was satisfied. In addition on December 9, 2009, the Parent Company Board approved new annual and cumulative EBIT targets for fiscal 2010 that were revised to recognize the effects of the economic environment on the Companys business. On March 1, 2010, the Parent Company Board approved new annual and cumulative EBIT targets for fiscal 2011 and beyond. Approximately 0.8 million options were affected by the new annual and cumulative EBIT targets for fiscal 2011 and beyond. The fair value of these Performance-Based Options were revalued at the award modification date in accordance with authoritative accounting guidance.
Deferred Stock Units
The Company granted 28,480 deferred stock units during the six months ended April 1, 2011. The compensation cost charged to expense during the three and six months ended April 1, 2011 for deferred stock units was approximately $0.4 million in each period. The Company granted 28,490 deferred stock units during the six months ended April 2, 2010. The compensation cost charged to expense during the three and six months ended April 2, 2010 for deferred stock units was approximately $0.4 million in each period.
(9) | ACCOUNTS RECEIVABLE SECURITIZATION: |
The Company has an agreement (the Receivables Facility) with several financial institutions whereby it sells on a continuous basis an undivided interest in all eligible trade accounts receivable, as defined in the Receivables Facility. The maximum amount of the facility is $250 million, which expires in January 2013. Pursuant to the Receivables Facility, the Company formed ARAMARK Receivables, LLC, a wholly-owned, consolidated, bankruptcy-remote subsidiary. ARAMARK Receivables, LLC was formed for the sole purpose of buying and selling receivables generated by certain subsidiaries of the Company. Under the Receivables Facility, the Company and certain of its subsidiaries transfer without recourse all of their accounts receivable to ARAMARK Receivables, LLC. As collections reduce previously transferred interests, interests in new, eligible receivables are transferred to ARAMARK Receivables, LLC, subject to meeting certain conditions.
Prior to October 2, 2010, the funding transactions under the Receivables Facility were accounted for as a sale of receivables under the provisions of the authoritative accounting guidance. At October 1, 2010, the Company retained an undivided interest in the transferred receivables of approximately $253.3 million and approximately $220.9 million of accounts receivable were sold and removed from the Condensed Consolidated Balance Sheet. Because the sold accounts receivable underlying the retained ownership interest are generally short-term in nature, the fair value of the retained interest approximated its carrying value at October 1, 2010. The fair value of the retained interest is measured based on expected future cash flows adjusted for unobservable inputs used to assess the risk of credit losses. Those inputs reflect the diversified customer base, the short-term nature of the securitized asset, aging trends and historic collections experience. The Company believes that the allowance for doubtful accounts balance is a reasonable approximation of any credit risk of the customers that generated the receivables.
In the first quarter of fiscal 2011, the Company adopted the new authoritative accounting guidance regarding transfers of financial assets. On a prospective basis, the Company is required to report its receivables securitization facility as a secured borrowing instead of as a sale of receivables. The impact of the new accounting treatment upon adoption resulted in the recognition of both the receivables securitized under the program and the borrowings they collateralize on the Condensed Consolidated Balance Sheet, which led to a $220.9 million increase in Receivables and Long-Term Borrowings. At April 1, 2011, the amount of outstanding borrowings under the Receivables Facility was $245.7 million and is included in Long-Term Borrowings. The Companys debt covenants are not impacted by the balance sheet recognition of the secured borrowings, as borrowings under the Receivables Facility were always considered borrowings in the debt covenant calculations. Additionally, the Companys Consolidated Statement of Cash Flows during fiscal 2011 reflects the final remittance of cash associated with the $220.9 million of receivables sold at October 1, 2010 and subsequently collected by the Company on behalf of the bank conduits as an operating cash outflow. Any subsequent borrowing activity with the bank conduits will now be treated as financing cash flows, which
12
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
was $245.7 million during the six months ended April 1, 2011. The overall effect on the Condensed Consolidated Statement of Cash Flows was a reduction in cash from operating activities and an increase in cash from financing activities, whereas under the previous guidance, these cash flows were presented net as cash from operating activities.
(10) | EQUITY INVESTMENTS: |
The Companys principal equity method investment is its 50% ownership interest in AIM Services Co., Ltd., a Japanese food and support services company (approximately $246.8 million and $238.5 million at April 1, 2011 and October 1, 2010, respectively, which is included in Other Assets in the Condensed Consolidated Balance Sheets). Summarized financial information for AIM Services Co., Ltd. follows (in thousands):
Three Months Ended April 1, 2011 |
Six Months Ended April 1, 2011 |
|||||||
Sales |
$ | 429,942 | $ | 867,389 | ||||
Gross profit |
52,127 | 109,750 | ||||||
Net income |
9,066 | 20,728 | ||||||
Three Months Ended April 2, 2010 |
Six Months Ended April 2, 2010 |
|||||||
Sales |
$ | 382,617 | $ | 776,055 | ||||
Gross profit |
45,580 | 97,521 | ||||||
Net income |
7,575 | 19,057 |
ARAMARKs equity in undistributed earnings of AIM Services Co., Ltd., net of amortization related to purchase accounting for the Transaction, was $3.5 million and $9.1 million for the three and six months ended April 1, 2011, respectively. For the three and six months ended April 2, 2010, ARAMARKs equity in undistributed earnings of AIM Services Co., Ltd., net of amortization related to purchase accounting for the Transaction, was $2.4 million and $7.2 million, respectively.
(11) | BUSINESS SEGMENTS: |
Sales and operating income by reportable segment follow (in thousands):
Sales |
Three Months Ended April 1, 2011 |
Three Months Ended April 2, 2010 |
||||||
Food and Support ServicesNorth America |
$ | 2,212,307 | $ | 2,116,716 | ||||
Food and Support ServicesInternational |
677,280 | 621,932 | ||||||
Uniform and Career Apparel |
372,217 | 360,124 | ||||||
$ | 3,261,804 | $ | 3,098,772 | |||||
Operating Income |
Three Months Ended April 1, 2011 |
Three Months Ended April 2, 2010 |
||||||
Food and Support ServicesNorth America |
$ | 88,465 | $ | 82,034 | ||||
Food and Support ServicesInternational |
19,875 | 16,993 | ||||||
Uniform and Career Apparel |
25,804 | 18,111 | ||||||
134,144 | 117,138 | |||||||
Corporate |
(11,229 | ) | (19,364 | ) | ||||
Operating Income |
122,915 | 97,774 | ||||||
Interest and Other Financing Costs, net |
(92,765 | ) | (117,848 | ) | ||||
Income (Loss) Before Income Taxes |
$ | 30,150 | $ | (20,074 | ) | |||
13
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Sales |
Six Months Ended April 1, 2011 |
Six Months Ended April 2, 2010 |
||||||
Food and Support ServicesNorth America |
$ | 4,480,343 | $ | 4,292,851 | ||||
Food and Support ServicesInternational |
1,349,716 | 1,259,079 | ||||||
Uniform and Career Apparel |
756,070 | 740,788 | ||||||
$ | 6,586,129 | $ | 6,292,718 | |||||
Operating Income |
Six Months Ended April 1, 2011 |
Six Months Ended April 2, 2010 |
||||||
Food and Support ServicesNorth America |
$ | 216,836 | $ | 192,975 | ||||
Food and Support ServicesInternational |
32,455 | 39,430 | ||||||
Uniform and Career Apparel |
60,261 | 43,019 | ||||||
309,552 | 275,424 | |||||||
Corporate |
(22,867 | ) | (32,118 | ) | ||||
Operating Income |
286,685 | 243,306 | ||||||
Interest and Other Financing Costs, net |
(201,911 | ) | (226,955 | ) | ||||
Income Before Income Taxes |
$ | 84,774 | $ | 16,351 | ||||
In the first and second fiscal quarters, within the Food and Support ServicesNorth America segment, historically there has been a lower level of activity at the higher margin sports, entertainment and recreational food service operations which is partly offset by increased activity in the educational operations. However, in the third and fourth fiscal quarters, historically there has been a significant increase at sports, entertainment and recreational accounts which is partially offset by the effect of summer recess on the educational accounts.
In the first quarter of fiscal 2011, management modified the segment reporting structure to align the segment reporting more closely with the Companys management and internal reporting structure. Specifically, the Mexican operations have been combined with the Food and Support ServicesNorth America segment. Previously, the Mexican operations were included in the Food and Support ServicesInternational segment. All prior period segment information has been restated to reflect the new reporting structure. Management believes this new presentation enhances the utility of the segment information, as it reflects the Companys current management structure and operating organization. The financial effect of this segment realignment was not material.
Food and Support ServicesNorth America operating income for the six months ended April 1, 2011 includes other income recognized of $7.8 million related to a compensation agreement signed with the National Park Service (NPS) under which the NPS has agreed to pay down a portion of the Companys investment (possessory interest) in certain assets at one of the Companys NPS sites in the Sports & Entertainment sector, severance related expenses of $2.6 million and a favorable risk insurance adjustment of $0.9 million related to favorable claims experience.
Food and Support ServicesInternational operating income for the three and six months ended April 1, 2011 includes a gain of $6.4 million related to the divestiture of the Companys 67% ownership interest in the security business of its Chilean subsidiary (see Note 2) in both periods, favorable non-income tax settlements in the U.K. of $5.3 million in both periods, a goodwill and other intangible assets impairment charge of $5.3 million related to our India operations (see Note 5) in both periods and severance related expenses of $2.9 million and $9.7 million, respectively. Operating income for the three and six months ended April 2, 2010 includes favorable non-income tax settlements in the U.K. of $0.6 million and $3.2 million, respectively.
Uniform and Career Apparel operating income for the three and six months ended April 1, 2011 includes a gain of $2.6 million related to a property settlement pursuant to an eminent domain claim. Uniform and Career Apparel operating income for the six months ended April 1, 2011 also includes a favorable risk insurance adjustment of $4.8 million related to favorable claims experience and severance related expenses of $1.3 million.
Corporate expenses for the six months ended April 1, 2011 include severance related expenses of $1.0 million and share-based compensation expense (see Note 8).
Interest and Other Financing Costs, net, for the three and six month periods of fiscal 2011 includes interest income of approximately $14.1 million in both periods related to favorable non-income tax settlements in the U.K. For the three and six months of fiscal 2010, Interest and Other Financing Costs, net, includes $8.3 million in both periods of third-
14
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
party costs related to the amendment of the senior secured credit agreement that extended the maturity date of $1,407.4 million of outstanding U.S. denominated term loan and interest income of approximately $0.8 million and $4.3 million, respectively, related to favorable non-income tax settlements in the U.K.
(12) | NEW ACCOUNTING STANDARD UPDATES: |
In June 2009, the FASB issued an accounting standard update which amends certain requirements for enterprises involved with variable interest entities to improve financial reporting and to provide more relevant and reliable information to users of financial statements. The Company adopted this standard in the first quarter of fiscal 2011, the effect of which was not material.
In June 2009, the FASB issued an accounting standard update regarding transfers of financial assets which eliminates the concept of a qualifying special-purpose entity, changes the requirements for derecognizing financial assets and requires enhanced disclosures to provide financial statement users with greater transparency about transfers of financial assets, including securitization transactions, and an entitys continuing involvement in and exposure to the risks related to transferred financial assets. The Company adopted this accounting standard update in the first quarter of fiscal 2011, which impacts the Companys accounting for its Receivables Facility (see Note 9).
In January 2010, the FASB issued an accounting standard update that will require new disclosures about recurring and non-recurring fair value measurements. The new disclosures include significant transfers into and out of level 1 and 2 measurements and will change the current disclosure requirement of level 3 measurement activity from a net basis to a gross basis. The standard also clarifies existing disclosure guidance about the level of disaggregation, inputs and valuation techniques. The new and revised disclosures were effective for ARAMARK in fiscal 2010, except for the revised disclosures about level 3 measurement activity, which are not effective for ARAMARK until beginning in fiscal 2012 (see Note 14). The new standard impacts disclosures only and has no impact on the Companys results of operations or financial position. The Company is currently evaluating the disclosure impact on level 3 measurement activity.
In July 2010, the FASB issued an accounting standard update that will require new disclosures about the credit quality of financing receivables and the allowance for credit losses. The enhanced disclosures are intended to improve financial statement users understanding of the nature of credit risk associated in a companys financing receivables, how that risk is analyzed in determining the related allowance for credit losses and changes to the allowance during the reporting period. The Company adopted this standard for disclosures about the credit quality of financing receivables in the first quarter of fiscal 2011, the effect of which was not material. The Company adopted the disclosures about the activity in the allowance for credit losses in the second quarter of fiscal 2011, the effect of which was not material.
In December 2010, the FASB issued authoritative guidance on disclosure of supplementary pro forma information for business combinations. The new guidance requires that pro forma financial information should be prepared as if the business combination occurred as of the beginning of the prior annual period. The guidance is effective for the Company for business combinations with acquisition dates occurring in fiscal 2012. Early adoption is permitted. The Company early adopted this authoritative guidance in the second quarter of fiscal 2011 (see Note 2).
(13) | COMMITMENTS AND CONTINGENCIES: |
Certain of the Companys lease arrangements, primarily vehicle leases, with terms of one to eight years, contain provisions related to residual value guarantees. The maximum potential liability to the Company under such arrangements was approximately $87.5 million at April 1, 2011 if the terminal fair value of vehicles coming off lease was zero. Consistent with past experience, management does not expect any significant payments will be required pursuant to these arrangements. No amounts have been accrued for guarantee arrangements at April 1, 2011.
From time to time, the Company is a party to various legal actions and investigations involving claims incidental to the conduct of its business, including actions by clients, customers, employees, government entities and third parties, including under federal and state employment laws, wage and hour laws, immigration laws, human health and safety laws, import and export controls and customs laws, environmental laws, false claims statutes, contractual disputes, antitrust and competition laws and dram shop laws. Based on information currently available, advice of counsel, available insurance coverage, established reserves and other resources, the Company does not believe that any such actions are likely to be, individually or in the aggregate, material to its business, financial condition, results of operations or cash flows. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to the Companys business, financial condition, results of operations or cash flows.
15
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(14) | FAIR VALUE MEASUREMENTS OF ASSETS AND LIABILITIES: |
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are classified based upon the level of judgment associated with the inputs used to measure their fair value. The hierarchical levels related to the subjectivity of the valuation inputs are defined as follows:
| Level 1inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets |
| Level 2inputs 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 3inputs to the valuation methodology are unobservable and significant to the fair value measurement |
Recurring Fair Value Measurements
The Companys financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, borrowings and derivatives. Management believes that the carrying value of cash and cash equivalents, accounts receivable and accounts payable are representative of their respective fair values. The fair value of the Companys debt at April 1, 2011 and October 1, 2010 was $5,789.4 million and $5,290.1 million, respectively. The carrying value of the Companys debt at April 1, 2011 and October 1, 2010 was $5,738.7 million and $5,401.8 million, respectively. The fair values were computed using market quotes, if available, or based on discounted cash flows using market interest rates as of the end of the respective periods. The increase in the carrying value of the Companys debt is primarily due to the adoption of the new accounting standards update on transfers of financial assets as the Companys sale of eligible receivables are now accounted for as secured borrowings (see Note 9).
At April 1, 2011 and October 1, 2010, the following financial assets and financial liabilities were measured at fair value on a recurring basis using the type of inputs shown (in thousands):
April 1, 2011 | October 1, 2010 |
|||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Total | ||||||||||||||||
Assets: |
||||||||||||||||||||
Undivided retained interest in receivables sold under the Companys Receivable Facility |
$ | | $ | | $ | | $ | | $ | 253,331 | ||||||||||
Gasoline and diesel fuel hedge agreements |
| 2,782 | | 2,782 | 179 | |||||||||||||||
Total assets measured at fair value on a recurring basis |
$ | | $ | 2,782 | $ | | $ | 2,782 | $ | 253,510 | ||||||||||
Liabilities: |
||||||||||||||||||||
Interest rate swap agreements |
$ | | $ | 125,533 | $ | | $ | 125,533 | $ | 190,156 | ||||||||||
Cross currency swap agreements |
| 46,294 | | 46,294 | 38,261 | |||||||||||||||
Natural gas hedge agreements |
| | | | 152 | |||||||||||||||
Gasoline and diesel fuel hedge agreements |
| | | | 20 | |||||||||||||||
Foreign currency forward exchange contracts |
| 782 | | 782 | 2,065 | |||||||||||||||
Total liabilities measured at fair value on a recurring basis |
$ | | $ | 172,609 | $ | | $ | 172,609 | $ | 230,654 | ||||||||||
Common Stock Subject to Repurchase |
$ | | $ | | $ | 198,332 | $ | 198,332 | $ | 184,736 | ||||||||||
16
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The following table presents the changes in financial instruments for which Level 3 inputs were significant to their valuation for the six months ended April 1, 2011 (in thousands):
Common Stock Subject to Repurchase |
||||
Balance at October 1, 2010 |
$ | 184,736 | ||
Net realized gains/(losses) included in earnings |
| |||
Net purchases, issuances and settlements |
(5,720 | ) | ||
Change in fair market value of common stock of the Parent Company |
19,316 | |||
Balance at April 1, 2011 |
$ | 198,332 | ||
Nonrecurring Fair Value Measurements
During the second quarter of fiscal 2011, the Company recorded an impairment charge of $5.3 million in the Food and Support ServicesInternational segment for all of the goodwill (approximately $4.0 million) and other intangible assets (approximately $1.3 million) associated with its India operations. These nonrecurring fair value measurements were developed using significant unobservable inputs (Level 3). The fair values were computed using a discounted cash flow valuation methodology (see Note 5).
(15) | SUBSEQUENT EVENT: |
On April 18, 2011, the Company entered into an Amendment Agreement to the Amended and Restated Credit Agreement that extends, from January 2013 to January 2015, the maturity of, and increases, from $435 million to $500 million, the U.S. Dollar denominated portion of its existing revolving credit facility. The other revolving credit facilities available to the Company under its existing senior secured credit agreement, which total $165 million and are available in both U.S. dollars and other foreign currencies, were not extended and remain unchanged. Any commitments from existing lenders in the U.S. dollar facility that were not extended have been terminated. Existing lenders that extended the U.S. Dollar denominated portion of their existing revolving credit facility include entities affiliated with GS Capital Partners and J.P. Morgan Partners. As a result of the extension, the Companys aggregate revolver capacity under the senior secured credit agreement will be $665 million through January 2013 and $500 million from January 2013 through the January 2015 extended maturity date. From and after the effective date of the Amendment Agreement, borrowings under the new U.S. revolving facility have an applicable margin of 3.25% for Eurocurrency rate borrowings and 2.25% for base-rate borrowings. The new U.S. revolving facility has an unused commitment fee of 0.50% per annum. The maturity date of the U.S. revolving facility will accelerate from January 26, 2015 to October 26, 2013 if non-extended term loans in excess of $250 million remain outstanding on October 26, 2013. The non-extended term loans are due on January 26, 2014. In addition, the maturity date of the new U.S. revolving facility will accelerate to October 31, 2014 if any of the Companys senior fixed rate notes due 2015 or senior floating rate notes due 2015 remain outstanding on October 31, 2014. The Companys senior fixed rate notes due 2015 and senior floating rate notes due 2015 mature on February 1, 2015. All other terms are substantially similar to the terms of the existing revolving credit facilities. Commitment fees and third party costs directly attributable to the amendment were approximately $7.2 million, of which approximately $3.9 million were paid to entities affiliated with GS Capital Partners and J.P. Morgan Partners.
In addition, on April 18, 2011, the Parent Company completed a private placement of $600 million in aggregate principal amount of 8.625% / 9.375% Senior Notes due 2016. The senior notes are obligations of the Parent Company. The senior notes are not guaranteed by the Company and its subsidiaries and are structurally subordinated to all existing and future indebtedness and other liabilities of the Company and its subsidiaries, including trade payables, the senior secured revolving credit facility, the senior secured term loan facility, 8.50% Senior Notes due 2015, Senior Floating Rate Notes due 2015 and 5.00% Senior Notes due 2012. The Parent Company is obligated to pay interest on the senior notes in cash to the extent the Company has sufficient capacity to distribute such amounts to the Parent Company under the covenants relating to its outstanding indebtedness, including the senior secured revolving credit facility, the senior secured term loan facility, the 8.50% Senior Notes due 2015 and the Senior Floating Rate Notes due 2015. The Parent Company used the net proceeds from the offering of its Senior Notes due 2016, along with $132.6 million in borrowings by the Company under the extended U.S. Dollar revolving credit facility, which were paid as dividends to the Parent Company through ARAMARK Intermediate Holdco Corporation, to make an approximately $711 million dividend to the Parent Companys stockholders and to pay fees and expenses related to the issuance of Parent Company Senior Notes due 2016. Third party costs directly attributable to the Senior Notes due 2016 were
17
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
approximately $15.5 million, of which approximately $8.3 million were paid to entities affiliated with GS Capital Partners and J.P. Morgan Partners.
(16) | CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF ARAMARK CORPORATION AND SUBSIDIARIES: |
The following condensed consolidating financial statements of ARAMARK Corporation and subsidiaries have been prepared pursuant to Rule 3-10 of Regulation S-X.
These condensed consolidating financial statements have been prepared from the Companys financial information on the same basis of accounting as the condensed consolidated financial statements. Interest expense and certain administrative costs are partially allocated to all of the subsidiaries of the Company. Goodwill and other intangible assets have been allocated to all of the subsidiaries of the Company based on managements estimates. On January 26, 2007, in connection with the Transaction, the Company issued 8.50% senior notes due 2015 and senior floating rate notes due 2015. The senior notes are jointly and severally guaranteed on a senior unsecured basis by substantially all of the Companys existing and future domestic subsidiaries (excluding the receivables facility subsidiary) (Guarantors). Each of the Guarantors is wholly-owned, directly or indirectly, by the Company. All other subsidiaries of the Company, either direct or indirect, do not guarantee the senior notes (Non-Guarantors). The Guarantors also guarantee certain other unregistered debt.
18
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
ARAMARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
April 1, 2011
(in millions)
ARAMARK Corporation |
Guarantors | Non Guarantors |
Eliminations | Consolidated | ||||||||||||||||
ASSETS | ||||||||||||||||||||
Current Assets: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 12.7 | $ | 27.0 | $ | 49.5 | $ | | $ | 89.2 | ||||||||||
Receivables |
1.2 | 251.2 | 1,002.8 | | 1,255.2 | |||||||||||||||
Inventories, at lower of cost or market |
16.8 | 368.8 | 83.5 | | 469.1 | |||||||||||||||
Prepayments and other current assets |
57.6 | 130.9 | 72.0 | | 260.5 | |||||||||||||||
Total current assets |
88.3 | 777.9 | 1,207.8 | | 2,074.0 | |||||||||||||||
Property and Equipment, net |
40.1 | 782.7 | 227.7 | | 1,050.5 | |||||||||||||||
Goodwill |
173.1 | 3,896.9 | 621.3 | | 4,691.3 | |||||||||||||||
Investment in and Advances to Subsidiaries |
6,890.1 | 345.0 | 261.8 | (7,496.9 | ) | | ||||||||||||||
Other Intangible Assets |
56.1 | 1,533.4 | 270.2 | | 1,859.7 | |||||||||||||||
Other Assets |
79.8 | 525.1 | 325.4 | (2.0 | ) | 928.3 | ||||||||||||||
$ | 7,327.5 | $ | 7,861.0 | $ | 2,914.2 | $ | (7,498.9 | ) | $ | 10,603.8 | ||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY | ||||||||||||||||||||
Current Liabilities: |
||||||||||||||||||||
Current maturities of long-term borrowings |
$ | 0.6 | $ | 10.3 | $ | 55.0 | $ | | $ | 65.9 | ||||||||||
Accounts payable |
155.5 | 309.7 | 277.0 | | 742.2 | |||||||||||||||
Accrued expenses and other liabilities |
255.8 | 646.7 | 269.4 | 0.1 | 1,172.0 | |||||||||||||||
Total current liabilities |
411.9 | 966.7 | 601.4 | 0.1 | 1,980.1 | |||||||||||||||
Long-Term Borrowings |
4,899.9 | 27.7 | 745.2 | | 5,672.8 | |||||||||||||||
Deferred Income Taxes and Other Noncurrent Liabilities |
326.6 | 763.0 | 172.2 | | 1,261.8 | |||||||||||||||
Intercompany Payable |
| 5,755.4 | 1,038.3 | (6,793.7 | ) | | ||||||||||||||
Common Stock Subject to Repurchase |
198.3 | | | | 198.3 | |||||||||||||||
Shareholders Equity |
1,490.8 | 348.2 | 357.1 | (705.3 | ) | 1,490.8 | ||||||||||||||
$ | 7,327.5 | $ | 7,861.0 | $ | 2,914.2 | $ | (7,498.9 | ) | $ | 10,603.8 | ||||||||||
19
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
ARAMARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
October 1, 2010
(in millions)
ARAMARK Corporation |
Guarantors | Non Guarantors |
Eliminations | Consolidated | ||||||||||||||||
ASSETS | ||||||||||||||||||||
Current Assets: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 79.4 | $ | 33.0 | $ | 48.5 | $ | | $ | 160.9 | ||||||||||
Receivables |
1.5 | 244.3 | 697.2 | | 943.0 | |||||||||||||||
Inventories, at lower of cost or market |
16.9 | 360.0 | 71.0 | | 447.9 | |||||||||||||||
Prepayments and other current assets |
11.7 | 123.7 | 70.9 | | 206.3 | |||||||||||||||
Total current assets |
109.5 | 761.0 | 887.6 | | 1,758.1 | |||||||||||||||
Property and Equipment, net |
41.6 | 810.6 | 220.4 | | 1,072.6 | |||||||||||||||
Goodwill |
173.1 | 3,896.4 | 481.2 | | 4,550.7 | |||||||||||||||
Investment in and Advances to Subsidiaries |
6,667.0 | 107.5 | 243.7 | (7,018.2 | ) | | ||||||||||||||
Other Intangible Assets |
60.8 | 1,605.1 | 247.7 | | 1,913.6 | |||||||||||||||
Other Assets |
89.4 | 527.6 | 311.9 | (2.0 | ) | 926.9 | ||||||||||||||
$ | 7,141.4 | $ | 7,708.2 | $ | 2,392.5 | $ | (7,020.2 | ) | $ | 10,221.9 | ||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY | ||||||||||||||||||||
Current Liabilities: |
||||||||||||||||||||
Current maturities of long-term borrowings |
$ | 5.7 | $ | 12.2 | $ | 33.7 | $ | | $ | 51.6 | ||||||||||
Accounts payable |
152.9 | 338.9 | 267.0 | | 758.8 | |||||||||||||||
Accrued expenses and other liabilities |
151.7 | 728.1 | 258.3 | 0.1 | 1,138.2 | |||||||||||||||
Total current liabilities |
310.3 | 1,079.2 | 559.0 | 0.1 | 1,948.6 | |||||||||||||||
Long-Term Borrowings |
4,824.7 | 29.4 | 496.1 | | 5,350.2 | |||||||||||||||
Deferred Income Taxes and Other Noncurrent Liabilities |
424.7 | 769.7 | 147.0 | | 1,341.4 | |||||||||||||||
Intercompany Payable |
| 5,583.9 | 1,054.2 | (6,638.1 | ) | | ||||||||||||||
Common Stock Subject to Repurchase |
184.7 | | | | 184.7 | |||||||||||||||
Shareholders Equity |
1,397.0 | 246.0 | 136.2 | (382.2 | ) | 1,397.0 | ||||||||||||||
$ | 7,141.4 | $ | 7,708.2 | $ | 2,392.5 | $ | (7,020.2 | ) | $ | 10,221.9 | ||||||||||
20
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
ARAMARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the three months ended April 1, 2011
(in millions)
ARAMARK Corporation |
Guarantors | Non Guarantors |
Eliminations | Consolidated | ||||||||||||||||
Sales |
$ | 246.3 | $ | 2,012.8 | $ | 1,002.7 | $ | | $ | 3,261.8 | ||||||||||
Costs and Expenses: |
||||||||||||||||||||
Cost of services provided |
234.2 | 1,802.9 | 927.5 | | 2,964.6 | |||||||||||||||
Depreciation and amortization |
5.0 | 97.3 | 26.5 | | 128.8 | |||||||||||||||
Selling and general corporate expenses |
12.3 | 27.3 | 5.9 | | 45.5 | |||||||||||||||
Interest and other financing costs |
100.2 | (0.1 | ) | (7.4 | ) | | 92.7 | |||||||||||||
Expense allocation |
(98.8 | ) | 92.3 | 6.5 | | | ||||||||||||||
252.9 | 2,019.7 | 959.0 | | 3,231.6 | ||||||||||||||||
Income (Loss) before income taxes |
(6.6 | ) | (6.9 | ) | 43.7 | | 30.2 | |||||||||||||
Provision (Benefit) for Income Taxes |
(2.0 | ) | (4.4 | ) | 16.2 | | 9.8 | |||||||||||||
Equity in Net Income of Subsidiaries |
25.0 | | | (25.0 | ) | | ||||||||||||||
Net income (loss) |
$ | 20.4 | $ | (2.5 | ) | $ | 27.5 | $ | (25.0 | ) | $ | 20.4 | ||||||||
21
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
ARAMARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the six months ended April 1, 2011
(in millions)
ARAMARK Corporation |
Guarantors | Non Guarantors |
Eliminations | Consolidated | ||||||||||||||||
Sales |
$ | 501.2 | $ | 4,112.8 | $ | 1,972.1 | $ | | $ | 6,586.1 | ||||||||||
Costs and Expenses: |
||||||||||||||||||||
Cost of services provided |
466.6 | 3,655.1 | 1,830.5 | | 5,952.2 | |||||||||||||||
Depreciation and amortization |
10.1 | 194.5 | 52.1 | | 256.7 | |||||||||||||||
Selling and general corporate expenses |
25.7 | 53.3 | 11.5 | | 90.5 | |||||||||||||||
Interest and other financing costs |
201.7 | 0.2 | | | 201.9 | |||||||||||||||
Expense allocation |
(199.2 | ) | 188.3 | 10.9 | | | ||||||||||||||
504.9 | 4,091.4 | 1,905.0 | | 6,501.3 | ||||||||||||||||
Income (Loss) before income taxes |
(3.7 | ) | 21.4 | 67.1 | | 84.8 | ||||||||||||||
Provision (Benefit) for Income Taxes |
(1.1 | ) | 5.7 | 21.4 | | 26.0 | ||||||||||||||
Equity in Net Income of Subsidiaries |
61.4 | | | (61.4 | ) | | ||||||||||||||
Net income |
$ | 58.8 | $ | 15.7 | $ | 45.7 | $ | (61.4 | ) | $ | 58.8 | |||||||||
22
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
ARAMARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the three months ended April 2, 2010
(in millions)
ARAMARK Corporation |
Guarantors | Non Guarantors |
Eliminations | Consolidated | ||||||||||||||||
Sales |
$ | 241.2 | $ | 1,963.4 | $ | 894.2 | $ | | $ | 3,098.8 | ||||||||||
Costs and Expenses: |
||||||||||||||||||||
Cost of services provided |
228.4 | 1,768.4 | 822.6 | | 2,819.4 | |||||||||||||||
Depreciation and amortization |
5.0 | 96.8 | 25.5 | | 127.3 | |||||||||||||||
Selling and general corporate expenses |
22.1 | 26.6 | 5.6 | | 54.3 | |||||||||||||||
Interest and other financing costs |
110.3 | 0.6 | 7.0 | | 117.9 | |||||||||||||||
Expense allocation |
(115.8 | ) | 110.5 | 5.3 | | | ||||||||||||||
250.0 | 2,002.9 | 866.0 | | 3,118.9 | ||||||||||||||||
Income (Loss) before income taxes |
(8.8 | ) | (39.5 | ) | 28.2 | | (20.1 | ) | ||||||||||||
Provision (Benefit) for Income Taxes |
1.4 | (19.1 | ) | 7.4 | | (10.3 | ) | |||||||||||||
Equity in Net Income of Subsidiaries |
0.4 | | | (0.4 | ) | | ||||||||||||||
Net income (loss) |
$ | (9.8 | ) | $ | (20.4 | ) | $ | 20.8 | $ | (0.4 | ) | $ | (9.8 | ) | ||||||
23
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
ARAMARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the six months ended April 2, 2010
(in millions)
ARAMARK Corporation |
Guarantors | Non Guarantors |
Eliminations | Consolidated | ||||||||||||||||
Sales |
$ | 480.5 | $ | 4,013.6 | $ | 1,798.6 | $ | | $ | 6,292.7 | ||||||||||
Costs and Expenses: |
||||||||||||||||||||
Cost of services provided |
453.5 | 3,582.4 | 1,654.4 | | 5,690.3 | |||||||||||||||
Depreciation and amortization |
10.0 | 194.6 | 50.9 | | 255.5 | |||||||||||||||
Selling and general corporate expenses |
38.0 | 52.1 | 13.6 | | 103.7 | |||||||||||||||
Interest and other financing costs |
214.3 | 0.9 | 11.7 | | 226.9 | |||||||||||||||
Expense allocation |
(220.6 | ) | 208.9 | 11.7 | | | ||||||||||||||
495.2 | 4,038.9 | 1,742.3 | | 6,276.4 | ||||||||||||||||
Income (Loss) before income taxes |
(14.7 | ) | (25.3 | ) | 56.3 | | 16.3 | |||||||||||||
Provision (Benefit) for Income Taxes |
(0.4 | ) | (13.2 | ) | 14.0 | | 0.4 | |||||||||||||
Equity in Net Income of Subsidiaries |
30.2 | | | (30.2 | ) | | ||||||||||||||
Net income (loss) |
$ | 15.9 | $ | (12.1 | ) | $ | 42.3 | $ | (30.2 | ) | $ | 15.9 | ||||||||
24
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
ARAMARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the six months ended April 1, 2011
(in millions)
ARAMARK Corporation |
Guarantors | Non Guarantors |
Eliminations | Consolidated | ||||||||||||||||
Net cash provided by (used in) operating activities |
$ | 27.0 | $ | 69.8 | $ | (200.4 | ) | $ | (21.9 | ) | $ | (125.5 | ) | |||||||
Cash flows from investing activities: |
||||||||||||||||||||
Purchases of property and equipment and client contract investments |
(5.0 | ) | (95.0 | ) | (29.3 | ) | | (129.3 | ) | |||||||||||
Disposals of property and equipment |
0.3 | 5.2 | 3.5 | | 9.0 | |||||||||||||||
Proceeds from divestitures |
| | 10.0 | | 10.0 | |||||||||||||||
Acquisitions of businesses, net of cash acquired |
| (155.5 | ) | | | (155.5 | ) | |||||||||||||
Other investing activities |
0.9 | 11.0 | (5.4 | ) | | 6.5 | ||||||||||||||
Net cash used in investing activities |
(3.8 | ) | (234.3 | ) | (21.2 | ) | | (259.3 | ) | |||||||||||
Cash flows from financing activities: |
||||||||||||||||||||
Proceeds from additional long-term borrowings |
73.8 | | 21.4 | | 95.2 | |||||||||||||||
Payment of long-term borrowings |
(5.4 | ) | (6.8 | ) | (6.2 | ) | | (18.4 | ) | |||||||||||
Net change in funding under the Receivables Facility |
| | 245.7 | | 245.7 | |||||||||||||||
Proceeds from issuance of Parent Company common stock |
2.3 | | | | 2.3 | |||||||||||||||
Repurchase of Parent Company common stock |
(9.4 | ) | | | | (9.4 | ) | |||||||||||||
Other financing activities |
0.1 | (2.4 | ) | | | (2.3 | ) | |||||||||||||
Change in intercompany, net |
(151.3 | ) | 167.7 | (38.3 | ) | 21.9 | | |||||||||||||
Net cash provided by (used in) financing activities |
(89.9 | ) | 158.5 | 222.6 | 21.9 | 313.1 | ||||||||||||||
Increase (decrease) in cash and cash equivalents |
(66.7 | ) | (6.0 | ) | 1.0 | | (71.7 | ) | ||||||||||||
Cash and cash equivalents, beginning of period |
79.4 | 33.0 | 48.5 | | 160.9 | |||||||||||||||
Cash and cash equivalents, end of period |
$ | 12.7 | $ | 27.0 | $ | 49.5 | $ | | $ | 89.2 | ||||||||||
25
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
ARAMARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the six months ended April 2, 2010
(in millions)
ARAMARK Corporation |
Guarantors | Non Guarantors |
Eliminations | Consolidated | ||||||||||||||||
Net cash provided by (used in) operating activities |
$ | 67.4 | $ | (13.3 | ) | $ | 130.4 | $ | (2.3 | ) | $ | 182.2 | ||||||||
Cash flows from investing activities: |
||||||||||||||||||||
Purchases of property and equipment and client contract investments |
(6.0 | ) | (79.4 | ) | (28.1 | ) | | (113.5 | ) | |||||||||||
Disposals of property and equipment |
0.9 | 2.3 | 3.1 | | 6.3 | |||||||||||||||
Acquisitions of businesses, net of cash acquired |
| (5.9 | ) | (75.2 | ) | | (81.1 | ) | ||||||||||||
Other investing activities |
(0.3 | ) | 5.3 | (1.5 | ) | | 3.5 | |||||||||||||
Net cash used in investing activities |
(5.4 | ) | (77.7 | ) | (101.7 | ) | | (184.8 | ) | |||||||||||
Cash flows from financing activities: |
||||||||||||||||||||
Proceeds from additional long-term borrowings |
| | 66.2 | | 66.2 | |||||||||||||||
Payment of long-term borrowings |
(8.2 | ) | (7.7 | ) | (4.2 | ) | | (20.1 | ) | |||||||||||
Proceeds from issuance of Parent Company common stock |
2.2 | | | | 2.2 | |||||||||||||||
Repurchase of Parent Company stock |
(5.5 | ) | | | | (5.5 | ) | |||||||||||||
Other financing activities |
(10.5 | ) | (2.1 | ) | | | (12.6 | ) | ||||||||||||
Change in intercompany, net |
(20.2 | ) | 102.2 | (84.3 | ) | 2.3 | | |||||||||||||
Net cash provided by (used in) financing activities |
(42.2 | ) | 92.4 | (22.3 | ) | 2.3 | 30.2 | |||||||||||||
Increase in cash and cash equivalents |
19.8 | 1.4 | 6.4 | | 27.6 | |||||||||||||||
Cash and cash equivalents, beginning of period |
156.8 | 26.6 | 41.2 | | 224.6 | |||||||||||||||
Cash and cash equivalents, end of period |
$ | 176.6 | $ | 28.0 | $ | 47.6 | $ | | $ | 252.2 | ||||||||||
26
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of our financial condition and results of operations for the three and six months ended April 1, 2011 and April 2, 2010 should be read in conjunction with the Companys audited consolidated financial statements, and the notes to those statements, included in the Companys Annual Report on Form 10-K for the fiscal year ended October 1, 2010.
ARAMARK Corporation (the Company or ARAMARK) was acquired on January 26, 2007 through a merger transaction with RMK Acquisition Corporation, a Delaware corporation controlled by investment funds associated with GS Capital Partners, CCMP Capital Advisors, J.P. Morgan Partners, Thomas H. Lee Partners and Warburg Pincus LLC (collectively, the Sponsors), Joseph Neubauer, Chairman and Chief Executive Officer of ARAMARK, and certain other members of the Companys management. The acquisition was accomplished through the merger of RMK Acquisition Corporation with and into ARAMARK Corporation with ARAMARK Corporation being the surviving company (the Transaction).
The Company is a wholly-owned subsidiary of ARAMARK Intermediate Holdco Corporation, which is wholly-owned by ARAMARK Holdings Corporation (the Parent Company). ARAMARK Holdings Corporation, ARAMARK Intermediate Holdco Corporation and RMK Acquisition Corporation were formed for the purpose of facilitating the Transaction and have no operations other than ownership of the Company.
On March 30, 2007, ARAMARK Corporation was merged with and into ARAMARK Services, Inc. with ARAMARK Services, Inc. being the surviving corporation. In connection with the consummation of the merger, ARAMARK Services, Inc. changed its name to ARAMARK Corporation.
Our discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, opinions, expectations, anticipations, intentions and beliefs. Actual results and the timing of events could differ materially from those anticipated in those forward-looking statements as a result of a number of factors, including those set forth under the Special Note About Forward-Looking Statements and elsewhere in this Quarterly Report on Form 10-Q. In the following discussion and analysis of financial condition and results of operations, certain financial measures may be considered non-GAAP financial measures under Securities and Exchange Commission (SEC) rules. These rules require supplemental explanation and reconciliation, which is provided elsewhere in this Quarterly Report on Form 10-Q.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Companys significant accounting policies are described in the notes to the consolidated financial statements included in our fiscal 2010 Annual Report on Form 10-K filed with the SEC. As described in such notes, the Company recognizes sales in the period in which services are provided pursuant to the terms of our contractual relationships with our clients. Revenues from direct marketing activities are recognized upon shipment.
In preparing our financial statements, management is required to make estimates and assumptions that, among other things, affect the reported amounts of assets, liabilities, sales and expenses. These estimates and assumptions are most significant where they involve levels of subjectivity and judgment necessary to account for highly uncertain matters or matters susceptible to change, and where they can have a material impact on our financial condition and operating performance. We discuss below the more significant estimates and related assumptions used in the preparation of our condensed consolidated financial statements. If actual results were to differ materially from the estimates made, the reported results could be materially affected.
Asset Impairment Determinations
Goodwill and the ARAMARK and SeamlessWeb trade names are indefinite lived intangible assets that are not amortizable and are subject to an impairment test that we conduct annually or more frequently if a change in circumstances or the occurrence of events indicates that potential impairment exists, using discounted cash flows. The Company performs its assessment of goodwill at the reporting unit level unless specific circumstances require evaluation at a lower level. Within the Food and Support ServicesInternational segment, each country is evaluated separately since such operating units are relatively autonomous and separate goodwill balances have been recorded for each entity.
With respect to our other long-lived assets, we are required to test for asset impairment whenever events or circumstances indicate that the carrying value of an asset may not be recoverable. If indicators of impairment are present, the Company compares the sum of the future expected cash flows from the asset, undiscounted and without interest charges, to the assets carrying value. If the sum of the future expected cash flows from the asset is less than the carrying value, an impairment would be recognized for the difference between the estimated fair value and the carrying value of the asset.
27
In making future cash flow analyses of various assets, the Company makes assumptions relating to the following:
| The intended use of assets and the expected future cash flows resulting directly from such use; |
| Comparable market valuations of businesses similar to ARAMARKs business segments; |
| Industry specific economic conditions; |
| Competitor activities and regulatory initiatives; and |
| Client and customer preferences and behavior patterns. |
We believe that an accounting estimate relating to asset impairment is a critical accounting estimate because the assumptions underlying future cash flow estimates are subject to change from time to time and the recognition of an impairment could have a significant impact on our consolidated statement of operations.
Environmental Loss Contingencies
Accruals for environmental loss contingencies (i.e., environmental reserves) are recorded when it is probable that a liability has been incurred and the amount can reasonably be estimated. Management views the measurement of environmental reserves as a critical accounting estimate because of the considerable uncertainty surrounding estimation, including the need to forecast well into the future. We are involved in legal proceedings under federal, state, local and foreign environmental laws in connection with our operations or businesses conducted by our predecessors or companies that we have acquired. The calculation of environmental reserves is based on the evaluation of currently available information, prior experience in the remediation of contaminated sites and assumptions with respect to government regulations and enforcement activity, changes in remediation technology and practices, and financial obligations and creditworthiness of other responsible parties and insurers.
Litigation and Claims
The Company is a party to various legal actions and investigations including, among others, employment matters, compliance with government regulations, including import and export controls and customs laws, federal and state employment laws, including wage and hour laws, immigration laws, human health and safety laws, dram shop laws, environmental laws, false claim statutes, contractual disputes and other matters, including matters arising in the ordinary course of business. These claims may be brought by, among others, the government, clients, customers, employees and third parties. Management considers the measurement of litigation reserves as a critical accounting estimate because of the significant uncertainty in some cases relating to the outcome of potential claims or litigation and the difficulty of predicting the likelihood and range of potential liability involved, coupled with the material impact on our results of operations that could result from litigation or other claims. In determining legal reserves, management considers, among other issues:
| 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. |
Allowance for Doubtful Accounts
We encounter risks associated with sales and the collection of the associated accounts receivable. We record a provision for accounts receivable that are considered to be uncollectible. In order to calculate the appropriate provision, management analyzes the creditworthiness of specific customers and the aging of customer balances. Management also considers general and specific industry economic conditions, industry concentrations, such as exposure to small and medium-sized businesses, the non-profit healthcare sector and the automotive, airline and financial services industries, and contractual rights and obligations. Management believes that the accounting estimate related to the allowance for doubtful accounts is a critical accounting estimate because the underlying assumptions used for the allowance can change from time to time and uncollectible accounts could potentially have a material impact on our results of operations.
28
Inventory Obsolescence
We record an inventory obsolescence reserve for obsolete, excess and slow-moving inventory, principally in the Uniform and Career Apparel segment. In calculating our inventory obsolescence reserve, management analyzes historical and projected data regarding customer demand within specific product categories and makes assumptions regarding economic conditions within customer specific industries, as well as style and product changes. Management believes that its accounting estimate related to inventory obsolescence is a critical accounting estimate because customer demand in certain of our businesses can be variable and changes in our reserve for inventory obsolescence could materially affect our results of operations.
Income Taxes
We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year and for deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. We must make assumptions, judgments and estimates to determine our current provision for income taxes and also our deferred tax assets and liabilities and any valuation allowance to be recorded against a deferred tax asset. Our assumptions, judgments and estimates relative to the current provision for income taxes take into account current tax laws, our interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Changes in tax law or our interpretation of tax laws and the resolution of current and future tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements. Our assumptions, judgments and estimates relative to the amount of deferred income taxes take into account estimates of the amount of future taxable income, and actual operating results in future years could render our current assumptions, judgments and estimates inaccurate. Any of the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to differ from our estimates.
Share-Based Compensation
We value our employee stock options using the Black-Scholes option valuation model. The Black-Scholes option valuation model uses assumptions of expected volatility, the expected dividend yield of our stock, the expected term of the options and the risk-free interest rate. Since our stock is not publicly traded, the expected volatility is based on an average of the historical volatility of our competitors stocks over the expected term of the stock options. The dividend yield assumption is based on our history and expected future dividend payouts. The expected term of stock options represents the weighted-average period the stock options are expected to remain outstanding. The expected term was calculated using the simplified method permitted under SEC rules and regulations due to the lack of history. The risk-free interest rate assumption is based upon the rate applicable to the U.S. Treasury security with a maturity equal to the expected term of the option on the grant date.
As share-based compensation expense recognized in the Condensed Consolidated Statements of Operations is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. The authoritative accounting pronouncement for share-based compensation expense requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on our historical experience.
For the Performance-Based Options, management must assess the probability of the achievement of the earnings before interest and taxes (EBIT) targets. If the EBIT targets are not probable of achievement, changes in the recognition of share-based compensation expense may occur. Management makes its probability assessments based on the Companys actual and projected results of operations.
Management believes that the accounting estimate related to the expense of stock options is a critical accounting estimate because the underlying assumptions can change from time to time and, as a result, the compensation expense that we record in future periods may differ significantly from what we have recorded in the current period with respect to similar instruments.
Fair Value of Financial Assets and Financial Liabilities
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are classified based upon the level of judgment associated with the inputs used to measure their fair value. The hierarchical levels related to the subjectivity of the valuation inputs are defined as follows:
| Level 1inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets |
| Level 2inputs 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 |
29
| Level 3inputs to the valuation methodology are unobservable and significant to the fair value measurement |
We disclose the fair values of our assets and liabilities in Note 14 to the condensed consolidated financial statements. Management believes that the carrying value of cash and cash equivalents, accounts receivable and accounts payable are representative of their respective fair values. The fair value of the Companys debt was computed using market quotes, if available, or based on discounted cash flows using market interest rates as of the end of the period. The fair values for interest rate swap agreements, foreign currency forward exchange contracts and natural gas, gasoline and diesel fuel hedge agreements are based on quoted market prices from various banks for similar instruments, adjusted for the Company and the counterparties credit risk. The Company performs an independent review of these values to determine if they are reasonable. The fair value of the Companys derivative instruments are impacted by changes in interest rates, foreign exchange rates, and the prices of natural gas, gasoline and diesel fuel. The fair value of our common stock subject to repurchase is derived principally from unobservable inputs. Management believes that the accounting estimate related to the fair value of our financial assets and financial liabilities is a critical accounting estimate due to its complexity and the significant judgments and estimates involved in determining fair value in the absence of quoted market prices.
Accounts Receivable Securitization
In the first quarter of fiscal 2011, the Company adopted the new authoritative accounting guidance regarding transfers of financial assets. On a prospective basis, the Company is required to report its receivables securitization facility as a secured borrowing. The impact of the new accounting treatment upon adoption resulted in the recognition of both the receivables securitized under the program and the borrowings they collateralize on the Condensed Consolidated Balance Sheet. Prior to October 2, 2010, the funding transactions under the Receivables Facility were accounted for as a sale of receivables under the provisions of the authoritative accounting guidance. The Companys debt covenants are not impacted by the balance sheet recognition of the secured borrowings, as borrowings under the Receivables Facility were always considered borrowings in the debt covenant calculations. Additionally, the Companys Consolidated Statement of Cash Flows during fiscal 2011 reflect the final remittance of cash associated with the $220.9 million of receivables sold at October 1, 2010 and subsequently collected by the Company on behalf of the bank conduits as an operating cash outflow. Any subsequent borrowing activity with the bank conduits will now be treated as financing cash flows. The overall effect on the Condensed Consolidated Statement of Cash Flows was a reduction in cash from operating activities and an increase in cash from financing activities, whereas under the previous guidance, these cash flows were presented net as cash from operating activities (see Note 9 to the condensed consolidated financial statements).
*****
Critical accounting estimates and the related assumptions are evaluated periodically as conditions warrant, and changes to such estimates are recorded as new information or changed conditions require.
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RESULTS OF OPERATIONS
The following tables present our sales and operating income, and related percentages, attributable to each operating segment, for the three and six months ended April 1, 2011 and April 2, 2010 (dollars in millions).
Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
April 1, 2011 | April 2, 2010 | April 1, 2011 | April 2, 2010 | |||||||||||||||||||||||||||||
Sales by Segment |
$ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||
Food and Support Services North America |
$ | 2,212.3 | 68 | % | $ | 2,116.8 | 68 | % | $ | 4,480.3 | 68 | % | $ | 4,292.8 | 68 | % | ||||||||||||||||
Food and Support Services International |
677.3 | 21 | % | 621.9 | 20 | % | 1,349.7 | 21 | % | 1,259.1 | 20 | % | ||||||||||||||||||||
Uniform and Career Apparel |
372.2 | 11 | % | 360.1 | 12 | % | 756.1 | 11 | % | 740.8 | 12 | % | ||||||||||||||||||||
$ | 3,261.8 | 100 | % | $ | 3,098.8 | 100 | % | $ | 6,586.1 | 100 | % | $ | 6,292.7 | 100 | % | |||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
April 1, 2011 | April 2, 2010 | April 1, 2011 | April 2, 2010 | |||||||||||||||||||||||||||||
Operating Income by Segment |
$ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||
Food and Support Services North America |
$ | 88.4 | 72 | % | $ | 82.0 | 84 | % | $ | 216.8 | 76 | % | $ | 193.0 | 79 | % | ||||||||||||||||
Food and Support Services International |
19.9 | 16 | % | 17.0 | 17 | % | 32.5 | 11 | % | 39.4 | 16 | % | ||||||||||||||||||||
Uniform and Career Apparel |
25.8 | 21 | % | 18.1 | 19 | % | 60.3 | 21 | % | 43.0 | 18 | % | ||||||||||||||||||||
134.1 | 109 | % | 117.1 | 120 | % | 309.6 | 108 | % | 275.4 | 113 | % | |||||||||||||||||||||
Corporate |
(11.2 | ) | -9 | % | (19.3 | ) | -20 | % | (22.9 | ) | -8 | % | (32.1 | ) | -13 | % | ||||||||||||||||
$ | 122.9 | 100 | % | $ | 97.8 | 100 | % | $ | 286.7 | 100 | % | $ | 243.3 | 100 | % | |||||||||||||||||
Consolidated Overview
Sales of $3.3 billion for the second quarter of fiscal 2011 and $6.6 billion for the six month period represented an increase of 5% in both periods. This increase is attributable to growth in the Education, Business & Industry and Healthcare sectors of our Food and Support ServicesNorth America segment, Ireland, Germany, Spain, Chile, Argentina and China in our Food and Support ServicesInternational segment and the uniform rental and Galls businesses in our Uniform and Career Apparel segment. This increase more than offset the sales decline in our Sports & Entertainment sector in our Food and Support ServicesNorth America segment and in the U.K. and Korea in our Food and Support ServicesInternational segment. The positive impact of acquisitions and foreign currency translation was 1% in both periods.
Operating income was $122.9 million and $286.7 million for the three and six month periods of fiscal 2011 compared to $97.8 million and $243.3 million for the prior year periods, respectively. The second quarter of fiscal 2011 includes a gain on the sale of the Companys 67% ownership interest in the security business of its Chilean subsidiary, favorable non-income tax settlements in the U.K., a goodwill and other intangible assets impairment charge and severance related charges, which net to income in the quarter of approximately $1.9 million. The six month period of fiscal 2011 includes the items mentioned above and other income related to a compensation agreement signed with the National Park Service (NPS) under which the NPS has agreed to pay down a portion of our investment (possessory interest) in certain assets at one of our NPS sites in our Sports & Entertainment sector and a favorable risk insurance adjustment, which net to income for the six month period of approximately $5.3 million. Operating income for the three and six months of fiscal 2011 also benefited from profit growth in the Healthcare sector and the Higher Education and Galls businesses, operational efficiencies in our uniform rental business and the positive impact of foreign currency translation (approximately 3% and 1%, respectively), which more than offset the profit decline in our Business & Industry sector.
Interest and other financing costs, net, for the three and six month periods of fiscal 2011 decreased approximately $25.1 million and $25.0 million from the prior year periods, respectively, primarily due to lower debt levels, the increase in interest income related to the $14.1 million of favorable non-income tax settlements in the U.K. recorded in the second quarter of fiscal 2011 and $8.3 million of third-party costs incurred in the second quarter of fiscal 2010 related to the amendment that extended $1,407.4 million of outstanding U.S. denominated term loan. These decreases were partially offset by the increase in interest rates mainly due to the amendment that extended $1,407.4 million of outstanding U.S. denominated term loan in the second quarter of fiscal 2010. The effective tax rate for the second quarter of fiscal 2011 was 32.4% compared to 51.3%
31
in the prior year period. The effective tax rate for the six months of fiscal 2011 was 30.6% compared to 2.7% in the prior year period. The Company calculated the provision (benefit) for income taxes for the second quarter and six month period of fiscal 2011 using an estimated annual effective tax rate compared to using actual year-to-date results for the second quarter and six month period of fiscal 2010.
Net income (loss) for the three and six month periods of fiscal 2011 was $20.4 million and $58.8 million, compared to ($9.8) million and $15.9 million in the prior year periods, respectively.
Segment Results
The following tables present a fiscal 2011/2010 comparison of segment sales and operating income together with the amount of and percentage change between periods (dollars in millions).
Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
Sales by Segment |
April
1, 2011 |
April
2, 2010 |
Change | April
1, 2011 |
April
2, 2010 |
Change | ||||||||||||||||||||||||||
$ | % | $ | % | |||||||||||||||||||||||||||||
Food and Support Services North America |
$ | 2,212.3 | $ | 2,116.8 | 95.5 | 5 | % | $ | 4,480.3 | $ | 4,292.8 | 187.5 | 4 | % | ||||||||||||||||||
Food and Support Services International |
677.3 | 621.9 | 55.4 | 9 | % | 1,349.7 | 1,259.1 | 90.6 | 7 | % | ||||||||||||||||||||||
Uniform and Career Apparel |
372.2 | 360.1 | 12.1 | 3 | % | 756.1 | 740.8 | 15.3 | 2 | % | ||||||||||||||||||||||
$ | 3,261.8 | $ | 3,098.8 | $ | 163.0 | 5 | % | $ | 6,586.1 | $ | 6,292.7 | $ | 293.4 | 5 | % | |||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
Operating Income by Segment |
April
1, 2011 |
April
2, 2010 |
Change | April
1, 2011 |
April
2, 2010 |
Change | ||||||||||||||||||||||||||
$ | % | $ | % | |||||||||||||||||||||||||||||
Food and Support Services North America |
$ | 88.4 | $ | 82.0 | 6.4 | 8 | % | $ | 216.8 | $ | 193.0 | 23.8 | 12 | % | ||||||||||||||||||
Food and Support Services International |
19.9 | 17.0 | 2.9 | 17 | % | 32.5 | 39.4 | (6.9 | ) | -18 | % | |||||||||||||||||||||
Uniform and Career Apparel |
25.8 | 18.1 | 7.7 | 42 | % | 60.3 | 43.0 | 17.3 | 40 | % | ||||||||||||||||||||||
Corporate |
(11.2 | ) | (19.3 | ) | 8.1 | -42 | % | (22.9 | ) | (32.1 | ) | 9.2 | -29 | % | ||||||||||||||||||
$ | 122.9 | $ | 97.8 | $ | 25.1 | 26 | % | $ | 286.7 | $ | 243.3 | $ | 43.4 | 18 | % | |||||||||||||||||
Food and Support ServicesNorth America Segment
Food and Support ServicesNorth America segment sales for the three and six month periods of fiscal 2011 increased 5% and 4% over the prior year periods, respectively, as growth in the Education, Business & Industry and Healthcare sectors more than offset the decline in the Sports & Entertainment sector. The Business & Industry sector had low-single digit sales growth for the second quarter and for the six month period of fiscal 2011 resulting from base business growth in our food and facilities services businesses. The Education sector had high-single digit sales growth for the second quarter and six month period of fiscal 2011 due to base and net new business growth in our Higher Education and K-12 food and facilities services businesses. In our Healthcare sector, we had mid-single digit sales growth for second quarter and low-single digit sales growth for the six month period of fiscal 2011, primarily due to base business growth across the sector. Our Sports & Entertainment sector had a low-single digit sales decline for the second quarter and mid-single digit sales decline for the six month period of fiscal 2011 as growth in our National Hockey League venues and Convention Centers business was more than offset by sales in the prior year related to the Winter Olympics and the impact of prior year lost business related to the National Football League.
Operating income in the Food and Support ServicesNorth America segment was $88.4 million for the second quarter of fiscal 2011 compared to $82.0 million in the prior year period as profit growth in Higher Education and the Healthcare sector and the positive impact of foreign currency translation (approximately 2%) more than offset the profit decline in the Business & Industry sector. Operating income in the Food and Support ServicesNorth America segment was $216.8 million for the six month period of fiscal 2011 compared to $193.0 million in the prior year period as profit growth in Higher Education and the Healthcare sector, the positive impact of foreign currency translation (approximately 1%) and other income recognized of $7.8 million related to a compensation agreement signed with the National Park Service (NPS) under which the NPS has agreed to pay down a portion of our investment (possessory interest) in certain assets at one of our NPS sites in our Sports & Entertainment sector more than offset the profit decline in our Business & Industry sector.
Food and Support ServicesInternational Segment
Sales in the Food and Support ServicesInternational segment for the three and six month periods of fiscal 2011 were $677.3 million and $1.3 billion, an increase of 9% and 7% compared to the prior year periods, respectively. The increase is
32
attributable to the growth in Ireland, Germany, Spain, Chile, Argentina and China, which more than offset the sales decline in the U.K. and Korea. In addition, foreign currency translation had a positive impact on sales in the second quarter of fiscal 2011 of approximately 2% and a negative impact on sales for the six month period of fiscal 2011 of approximately -1%.
Operating income for the second quarter of fiscal 2011 was $19.9 million, up 17% from the prior year quarter as a gain on the sale of the Companys 67% ownership interest in the security business of its Chilean subsidiary and favorable non-income tax settlements in the U.K. more than offset the goodwill and other intangible assets impairment charge related to our India operations and severance related charges, which net to income in the quarter of approximately $3.5 million. Operating income in the second quarter of fiscal 2011 also benefited from the positive impact of foreign currency translation (approximately 6%) and the prior year charges related to the earthquake in Chile (approximately $1.9 million). For the six month period of fiscal 2011, operating income was $32.5 million, down 18% over the prior year period primarily due to profit declines in the U.K. and Chile. In addition, severance related charges and the goodwill and other intangible assets impairment charge related to our India operations more than offset the gain on the sale of our 67% ownership interest in a security business in our Chilean subsidiary and favorable non-income tax settlements in the U.K., which net to a loss in the six month period of approximately $3.3 million.
Uniform and Career Apparel Segment
In the Uniform and Career Apparel segment, sales for the three and six month periods of fiscal 2011 were $372.2 million and $756.1 million, up 3% and 2% from the prior year periods, respectively, primarily due to growth in our uniform rental and direct marketing businesses.
Operating income for the second quarter of fiscal 2011 was $25.8 million compared to $18.1 million in the prior year period. For the six month period of fiscal 2011, operating income was $60.3 million compared to $43.0 million in the prior year period. Operating income in both periods was positively impacted by operational efficiencies across the segment profit growth in our Galls business and a gain of $2.6 million related to a property settlement pursuant to an eminent domain claim. Operating income in the six month period of fiscal 2011 benefited from a favorable risk insurance adjustment of $4.8 million related to favorable claims experience.
Corporate
Corporate expenses, those administrative expenses not allocated to the business segments, were $11.2 million for the three month period of fiscal 2011, compared to $19.3 million in the prior year period. For the six month period of fiscal 2011, corporate expenses were $22.9 million compared to $32.1 million for the prior year period. The decrease is mainly due to the decrease in share-based compensation expense related to Performance-Based Options (see Note 8 to the condensed consolidated financial statements) offset by charges for headcount reductions.
*****
We continue to see signs of stabilization in our more economically sensitive food and facility services businesses and in our uniform business. However, we have not yet seen an increase in employee population levels at most of our client locations, which is needed for sustainable future growth. The recent earthquake and related tsunami in Japan did not have a material impact on the results of operations for the quarterly period ended April 1, 2011 of our joint venture, AIM Services Co., Ltd. The financial impact resulting directly from operating units closed as a result of the earthquake and tsunami is not expected to be significant for the remainder of the fiscal year. However, we are still assessing the indirect impact that this natural disaster is having on the Japanese economy and business operations in country and how that may impact our joint venture and our results of operations in the second half of the fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
Reference to the Condensed Consolidated Statements of Cash Flows will facilitate understanding of the discussion that follows.
Cash provided by (used in) operating activities was ($125.5) million in the fiscal 2011 six month period compared to $182.2 million in the comparable six month period of fiscal 2010. The principal components (in millions) of the net change of $307.7 million were:
Increase in the total of net income and noncash charges |
$ | 46.7 | ||
Decrease in accounts receivable sale proceeds |
(229.5 | ) | ||
Increased working capital requirements |
(93.4 | ) | ||
Other, net |
(31.5 | ) | ||
$ | (307.7 | ) | ||
The increase in the total of net income and noncash charges results mainly from the overall growth of the business and higher operating results of the Company, as discussed above. Cash flows used in operating activities include an increase in accounts receivable of $220.9 million associated with the Companys adoption of the new authoritative accounting guidance related to the transfer of financial assets in the first quarter of fiscal 2011 (see Note 9 to the condensed consolidated financial statements). Effective October 2, 2010, the periodic transfers of undivided interests in accounts receivable no longer qualify for sale accounting treatment in accordance with the new accounting guidance and are now accounted for as secured
33
borrowings. Cash flows after October 2, 2010 associated with the Receivables Facility are presented as financing activities. During the six months ended April 1, 2011, the Companys accounts receivable increased by $220.9 million resulting in a cash outflow being reported in the operating section of the cash flow statement and the secured borrowings associated with the Receivables Facility increased by $245.7 million resulting in a cash inflow being reported in the financing section of the condensed consolidated statement of cash flows. As expected and consistent with historical patterns, working capital was a use of cash for us during the first half of fiscal 2011. The change in working capital requirements relates principally to changes in Accounts Receivable (approximately $32.9 million), primarily due to the overall growth of the business and timing of collections, Inventory (approximately $23.0 million) due to growth of the business and Accrued Expenses (approximately $33.1 million) due to an increase in payment of employee compensation liabilities compared to the prior year period and timing of customer advanced payments and commissions. The Other, net caption reflects adjustments to net income related to nonoperating gains and losses.
During the second quarter of fiscal 2011, ARAMARK Clinical Technology Services, LLC, a subsidiary of the Company, purchased the common stock of the ultimate parent company of Masterplan, a clinical technology management and medical equipment maintenance company, for cash consideration of approximately $154.5 million (see Note 2 to the condensed consolidated financial statements). Also acquired in the transaction were ReMedPar, an independent provider of sourced and refurbished medical equipment parts, and MESA, an integrated repair and maintenance services provider in 12 European countries. During the first quarter of fiscal 2010, the Company completed the acquisition of the facilities management and property management businesses of Veris plc, an Irish company, for consideration of approximately $74.3 million in cash. During the second quarter of fiscal 2011, the Company completed the sale of the Companys 67% ownership interest in a security business in its Chilean subsidiary for approximately $10 million in cash and future consideration of approximately $4 million.
During the second quarter of fiscal 2011, the Company received proceeds of $7.8 million related to a compensation agreement signed with the National Park Service (NPS) under which the NPS has agreed to pay down a portion of our investment (possessory interest) in certain assets at one of our NPS sites in our Sports & Entertainment sector. During the six months ended April 2, 2010, approximately $8.3 million of third-party costs directly attributable to the amendment that extended $1,407.4 million of outstanding U.S. denominated term loan were expensed and included in Interest and Other Financing Costs, net in the Condensed Consolidated Statements of Operations. Approximately $7.5 million of the third-party costs were paid to entities affiliated with GS Capital Partners and J.P. Morgan Partners.
Management believes that the Companys cash and cash equivalents and the unused portion of our committed credit availability under our senior secured revolving credit facility (approximately $399.2 million and $507.8 million at April 29, 2011 and April 1, 2011, respectively) will be adequate to meet anticipated cash requirements to fund working capital, capital spending, debt service obligations and other cash needs. While we believe we enjoy a strong liquidity position overall, the Company will continue to seek to invest strategically but prudently in certain sectors and geographies. Over time, the Company has repositioned its service portfolio so that today a significant portion of the operating income in our Food and Support ServicesNorth America segment comes from sectors such as education, healthcare and corrections, which we believe are economically less sensitive. In addition, we have worked to further diversify our international business by geography and sector. The Company is closely monitoring its cash flow as well as the condition of the capital markets in order to respond to changing conditions.
As of April 1, 2011, the senior secured term loan facility consisted of the following subfacilities: a U.S. dollar denominated term loan to the Company in the amount of $1,333.7 million (un-extended) and $1,407.4 million (extended); a yen denominated term loan to the Company in the amount of ¥5,191.6 million; a U.S. dollar denominated term loan to a Canadian subsidiary in the amount of $163.2 million; a Euro denominated term loan to an Irish subsidiary in an amount of 42.1 million; a sterling denominated term loan to a U.K. subsidiary in an amount of £116.8 million; and a Euro denominated term loan to German subsidiaries in the amount of 65.0 million. As of April 1, 2011, there was approximately $451.6 million outstanding in foreign currency borrowings.
On April 18, 2011, the Company entered into an Amendment Agreement to the Amended and Restated Credit Agreement that extends, from January 2013 to January 2015, the maturity of, and increases, from $435 million to $500 million, the U.S. Dollar denominated portion of its existing revolving credit facility. The other revolving credit facilities available to the Company under its existing senior secured credit agreement, which total $165 million and are available in both U.S. dollars and other foreign currencies, were not extended and remain unchanged. Any commitments from existing lenders in the U.S. dollar facility that were not extended have been terminated. Existing lenders that extended the U.S. Dollar denominated portion of their existing revolving credit facility include entities affiliated with GS Capital Partners and J.P. Morgan Partners. As a result of the extension, the Companys aggregate revolver capacity under the senior secured credit agreement will be $665 million through January 2013 and $500 million from January 2013 through the January 2015 extended maturity date. From and after the effective date of the Amendment Agreement, borrowings under the new U.S. revolving facility have an applicable margin of 3.25% for Eurocurrency rate borrowings and 2.25% for base-rate borrowings. The new U.S. revolving
34
facility has an unused commitment fee of 0.50% per annum. The maturity date of the U.S. revolving facility will accelerate from January 26, 2015 to October 26, 2013 if non-extended term loans in excess of $250 million remain outstanding on October 26, 2013. The non-extended term loans are due on January 26, 2014. In addition, the maturity date of the new U.S. revolving facility will accelerate to October 31, 2014 if any of the Companys senior fixed rate notes due 2015 and senior floating rate notes due 2015 remain outstanding on October 31, 2014. The Companys senior fixed rate notes due 2015 or senior floating rate notes due 2015 mature on February 1, 2015. All other terms are substantially similar to the terms of the existing revolving credit facilities. Commitment fees and third party costs directly attributable to the amendment were approximately $7.2 million, of which approximately $3.9 million were paid to entities affiliated with GS Capital Partners and J.P. Morgan Partners.
In addition, on April 18, 2011, the Parent Company completed a private placement of $600 million in aggregate principal amount of 8.625% / 9.375% Senior Notes due 2016. The senior notes are obligations of the Parent Company. The senior notes are not guaranteed by the Company and its subsidiaries and are structurally subordinated to all existing and future indebtedness and other liabilities of the Company and its subsidiaries, including trade payables, the senior secured revolving credit facility, the senior secured term loan facility, 8.50% Senior Notes due 2015, Senior Floating Rate Notes due 2015 and 5.00% Senior Notes due 2012. The Parent Company is obligated to pay interest on the senior notes in cash to the extent the Company has sufficient capacity to distribute such amounts to the Parent Company under the covenants relating to its outstanding indebtedness, including the senior secured revolving credit facility, the senior secured term loan facility, the 8.50% Senior Notes due 2015 and the Senior Floating Rate Notes due 2015. The Parent Company used the net proceeds from the offering of its Senior Notes due 2016, along with $132.6 million in borrowings by the Company under the extended U.S. Dollar revolving credit facility, which were paid as dividends to the Parent Company through ARAMARK Intermediate Holdco Corporation, to make an approximately $711 million dividend to the Parent Companys stockholders and to pay fees and expenses related to the issuance of Parent Company Senior Notes due 2016. Third party costs directly attributable to the Senior Notes due 2016 were approximately $15.5 million, of which approximately $8.3 million were paid to entities affiliated with GS Capital Partners and J.P. Morgan Partners.
Covenant Compliance
The senior secured credit agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to: incur additional indebtedness; issue preferred stock or provide guarantees; create liens on assets; engage in mergers or consolidations; sell assets; pay dividends, make distributions or repurchase our capital stock; make investments, loans or advances; repay or repurchase any notes, except as scheduled or at maturity; create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries; make certain acquisitions; engage in certain transactions with affiliates; amend material agreements governing the notes (or any indebtedness that refinances the notes); and fundamentally change the Companys business. The indenture governing the 8.50% senior notes due 2015 and the senior floating rate notes due 2015 contains similar provisions. As of April 1, 2011, we were in compliance with these covenants.
Under the senior secured credit agreement and the indenture governing the 8.50% senior notes due 2015 and the senior floating rate notes due 2015, we are required to satisfy and maintain specified financial ratios and other financial condition tests and covenants. Our continued ability to meet those financial ratios, tests and covenants can be affected by events beyond our control, and we cannot assure you that we will meet those ratios, tests and covenants.
EBITDA is defined for purposes of these covenants as net income (loss) plus interest and other financing costs, net, provision (benefit) for income taxes, and depreciation and amortization. Adjusted EBITDA is defined for purposes of these covenants as EBITDA, further adjusted to give effect to adjustments required in calculating covenant ratios and compliance under our senior secured credit agreement and the indenture. EBITDA and Adjusted EBITDA are not presentations made in accordance with U.S. GAAP, are not measures of financial performance or condition, liquidity or profitability, and should not be considered as an alternative to (1) net income, operating income or any other performance measures determined in accordance with U.S. GAAP or (2) operating cash flows determined in accordance with U.S. GAAP. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow for managements discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements.
Our presentation of EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Because not all companies use identical calculations, these presentations of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. We believe that the presentation of EBITDA and Adjusted EBITDA is appropriate to provide additional information about the calculation of certain financial covenants in the senior secured credit agreement and the indenture. Adjusted EBITDA is a material component of these covenants. For instance, our senior secured credit agreement and the indenture contain financial ratios that are calculated by reference to Adjusted EBITDA. Non-compliance with the maximum Consolidated Secured Debt Ratio contained in our senior secured credit agreement could result in the requirement to immediately repay all amounts outstanding under such agreement, while non-compliance with the Interest Coverage Ratio contained in our senior secured credit agreement and the Fixed Charge Coverage Ratio contained in the indenture could
35
prohibit us 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.
The following is a reconciliation of net income (loss), which is a U.S. GAAP measure of our operating results, to Adjusted EBITDA as defined in our debt agreements. The terms and related calculations are defined in the senior secured credit agreement and indenture.
(dollars in millions) |
Three Months Ended April 1, 2011 |
Three Months Ended December 31, 2010 |
Three Months Ended October 1, 2010 |
Three Months Ended July 2, 2010 |
Twelve Months Ended April 1, 2011 |
|||||||||||||||
Net income (loss) |
$ | 20.4 | $ | 38.4 | $ | 21.1 | $ | (6.3 | ) | $ | 73.6 | |||||||||
Interest and other financing costs, net |
92.8 | 109.1 | 108.8 | 108.8 | 419.5 | |||||||||||||||
Provision (benefit) for income taxes |
9.7 | 16.2 | 6.4 | (7.2 | ) | 25.1 | ||||||||||||||
Depreciation and amortization |
128.8 | 127.9 | 126.8 | 126.7 | 510.2 | |||||||||||||||
EBITDA |
251.7 | 291.6 | 263.1 | 222.0 | 1,028.4 | |||||||||||||||
Share-based compensation expense (1) |
3.0 | 3.4 | 4.0 | 0.3 | 10.7 | |||||||||||||||
Unusual or non-recurring (gains)/losses (2) |
(1.1 | ) | (7.8 | ) | | | (8.9 | ) | ||||||||||||
Pro forma EBITDA for equity method investees (3) |
7.3 | 7.2 | 4.9 | 3.8 | 23.2 | |||||||||||||||
Pro forma EBITDA for certain transactions (4) |
(0.3 | ) | 2.8 | 1.4 | 1.8 | 5.7 | ||||||||||||||
Other (5) |
4.9 | 10.9 | 0.5 | 3.6 | 19.9 | |||||||||||||||
Adjusted EBITDA |
$ | 265.5 | $ | 308.1 | $ | 273.9 | $ | 231.5 | $ | 1,079.0 | ||||||||||
(1) | Represents share-based compensation expense resulting from the application of accounting for stock options and deferred stock unit awards (see Note 8 to the condensed consolidated financial statements). |
(2) | During the three months ended April 1, 2011, the Company realized a $6.4 million gain on the sale of its 67% ownership interest in a security business in our Chilean subsidiary (see Note 2 to the condensed consolidated financial statements) and recorded a $5.3 million goodwill and other intangible assets impairment charge related to our India operations (see Note 5 to the condensed consolidated financial statements). During the three months ended December 31, 2010, the Company recognized other income related to a compensation agreement signed with the National Park Service (NPS) under which the NPS has agreed to pay down a portion of our investment (possessory interest) in certain assets at one of our NPS sites in our Sports & Entertainment sector. |
(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) | Other includes certain other miscellaneous items (the three months ended April 1, 2011, the three months ended December 31, 2010 and the three months ended July 2, 2010 include approximately $4.5 million, $10.1 million and $2.5 million, respectively, of severance and other related costs incurred by the Company (see Note 11 to the condensed consolidated financial statements)). |
Our covenant requirements and actual ratios for the twelve months ended April 1, 2011 are as follows:
Covenant Requirements |
Actual Ratios |
|||||||
Maximum Consolidated Secured Debt Ratio (1) |
5.00x | 3.33x | ||||||
Interest Coverage Ratio (Fixed Charge Coverage Ratio) (2) |
2.00x | 2.61x |
(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 our 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 |
36
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 (including the Transaction) 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. |
The Company and its subsidiaries, affiliates or significant shareholders may from time to time, in their sole discretion, purchase, repay, redeem or retire any of the Companys outstanding debt securities (including any publicly issued debt securities), in privately negotiated or open market transactions, by tender offer or otherwise.
Pursuant to the Stockholders Agreement of the Parent Company, commencing on January 26, 2008, upon termination of employment from the Company or one of its subsidiaries, members of the Companys management (other than Mr. Neubauer) who hold shares of common stock of the Parent Company can cause the Parent Company to repurchase all of their initial investment shares (as defined) at appraised fair market value. Generally, payment for shares repurchased could be, at the Parent Companys option, in cash or installment notes. The amount of common stock subject to repurchase as of April 1, 2011 was $198.3 million, which is based on approximately 12.6 million shares of common stock of the Parent Company valued at $15.80 per share. The Stockholders Agreement, the senior secured credit agreement and the indenture governing the 8.50% senior notes due 2015 and the senior floating rate notes due 2015 contain limitations on the amount the Company can expend for such share repurchases.
The Company has an agreement (the Receivables Facility) with several financial institutions whereby it sells on a continuous basis an undivided interest in all eligible accounts receivable, as defined in the Receivables Facility. The maximum amount of the Receivables Facility is $250 million, which expires in January 2013. Pursuant to the Receivables Facility, the Company formed ARAMARK Receivables, LLC, a wholly-owned, consolidated, bankruptcy-remote subsidiary. ARAMARK Receivables, LLC was formed for the sole purpose of transferring receivables generated by certain subsidiaries of the Company. Under the Receivables Facility, the Company and certain of its subsidiaries transfer without recourse all of their accounts receivable to ARAMARK Receivables, LLC. As collections reduce previously transferred interests, interests in new, eligible receivables are transferred to ARAMARK Receivables, LLC, subject to meeting certain conditions. Effective October 2, 2010 under the new authoritative accounting guidance, the Companys sale of eligible accounts receivable is now accounted for as a secured borrowing. As of April 1, 2011, approximately $245.7 million was outstanding under the Receivables Facility and is included in Long-Term Borrowings in the Condensed Consolidated Balance Sheet. Amounts borrowed under the Receivables Facility fluctuate monthly based on the Companys funding requirements and the level of qualified receivables available to collateralize the Receivables Facility.
Prior to October 2, 2010, the funding transactions under the Receivables Facility were accounted for as a sale of receivables under the provisions of the authoritative accounting guidance. At October 1, 2010, the Company retained an undivided interest in the transferred receivables of approximately $253.3 million and approximately $220.9 million of accounts receivable were sold and removed from the Condensed Consolidated Balance Sheet. Because the sold accounts receivable underlying the retained ownership interest are generally short-term in nature, the fair value of the retained interest approximated its carrying value at October 1, 2010. The fair value of the retained interest is measured based on expected future cash flows adjusted for unobservable inputs used to assess the risk of credit losses. Those inputs reflect the diversified customer base, the short-term nature of the securitized asset, aging trends and historic collections experience. The Company believes that the allowance for doubtful accounts balance is a reasonable approximation of any credit risk of the customers that generated the receivables.
The Companys business activities do not include the use of unconsolidated special purpose entities, and there are no significant business transactions that have not been reflected in the accompanying financial statements. The Company is self-insured for a limited portion of the risk retained under its general liability and workers compensation arrangements. Self-insurance reserves are recorded based on actuarial analyses.
LEGAL PROCEEDINGS
Our business is subject to various federal, state and local laws and regulations governing, among other things, the generation, handling, storage, transportation, treatment and disposal of water wastes and other substances. We engage in informal settlement discussions with federal, state, local and foreign authorities regarding allegations of violations of environmental laws in connection with our operations or businesses conducted by our predecessors or companies that we have acquired, the
37
aggregate amount of which and related remediation costs we do not believe should have a material adverse effect on our financial condition or results of operations.
From time to time, we are a party to various legal actions and investigations involving claims incidental to the conduct of our business, including actions by clients, customers, employees, government entities and third parties, including under federal and state employment laws, wage and hour laws, immigration laws, human health and safety laws, import and export controls and customs laws, environmental laws, false claims statutes, contractual disputes, antitrust and competition laws and dram shop laws. Based on information currently available, advice of counsel, available insurance coverage, established reserves and other resources, we do not believe that any such current actions are likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or cash flows. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or cash flows.
NEW ACCOUNTING STANDARD UPDATES
See Note 12 of the Notes to Condensed Consolidated Financial Statements for a full description of recent accounting standard updates, including the expected dates of adoption.
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS
This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current views as to future events and financial performance with respect to our operations. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as aim, anticipate, are confident, estimate, expect, will be, will continue, will likely result, project, intend, plan, believe and other words and terms of similar meaning in conjunction with a discussion of future operating or financial performance.
These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Factors that might cause such a difference include: unfavorable economic conditions, including ramifications of any future terrorist attacks or increased security alert levels; increased operating costs, including increased food costs, labor-related, energy or product sourcing and distribution costs; shortages of qualified personnel or increases in labor costs; the impact on our business of healthcare reform legislation; costs and possible effects of further unionization of our workforce; liability resulting from our participation in multi-employer defined benefit pension plans; currency risks and other risks associated with international markets; risks associated with acquisitions, including acquisition integration issues and costs; our ability to integrate and derive the expected benefits from our recent acquisitions; competition; a decline in attendance at client facilities; the unpredictability of sales and expenses due to contract terms and terminations; the impact of natural disasters or a flu pandemic on our sales and operating results; the risk that clients may become insolvent; the risk that our insurers may become insolvent or may liquidate; the contract intensive nature of our business, which may lead to client disputes; high leverage; claims relating to the provision of food services; costs of compliance with governmental regulations and government investigations; liability associated with noncompliance with our business conduct policy and governmental regulations, including regulations pertaining to food services, the environment, the Federal school lunch program, Federal and state employment and wage and hour laws, human health and safety laws and import and export controls and customs laws; dram shop compliance and litigation; contract compliance and administration issues, inability to retain current clients and renew existing client contracts; a determination by customers to reduce their outsourcing and use of preferred vendors; seasonality; our competitors activities or announced planned activities; the effect on our operations of increased leverage and limitations on our flexibility as a result of increased restrictions in our debt agreements; potential future conflicts of interest between our Sponsors and other stakeholders; the impact on our business if we are unable to generate sufficient cash to service all of our indebtedness; the inability of our subsidiaries to generate enough cash flow to repay our debt; risks related to the structuring of our debt; our potential inability to repurchase our notes upon a change of control; and other risks that are set forth in the Risk Factors, Legal Proceedings and Management Discussion and Analysis of Financial Condition and Results of Operations sections and other sections of our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Forward-looking statements speak only as of the date made. We undertake no obligation to update any forward-looking statements to reflect the events or circumstances arising after the date as of which they are made. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements included in this report or that may be made in other filings with the Securities and Exchange Commission or elsewhere from time to time by, or on behalf of, us.
38
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are exposed to the impact of interest rate changes and manage this exposure through the use of variable-rate and fixed-rate debt and by utilizing interest rate swaps. We do not enter into contracts for trading purposes and do not use leveraged instruments. The market risk associated with debt obligations as of April 1, 2011 has not materially changed from October 1, 2010 (See Item 7A of our Annual Report on Form 10-K for the year ended October 1, 2010). See Note 6 of the condensed consolidated financial statements for a discussion of the Companys derivative instruments and Note 14 for the disclosure of the fair value and related carrying value of the Companys debt obligations as of April 1, 2011. See Note 15 for a discussion of subsequent events affecting the Companys debt structure.
ITEM 4. | CONTROLS AND PROCEDURES |
(a) Evaluation of Disclosure Controls and Procedures
The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Companys disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, management, with the participation of the Chief Executive Officer and Chief Financial Officer, concluded that the Companys disclosure controls and procedures, as of the end of the period covered by this report, are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. A controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
(c) Change in Internal Control over Financial Reporting
No change in the Companys internal control over financial reporting occurred during the Companys second fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
39
PART IIOTHER INFORMATION
ITEM 1. | LEGAL PROCEEDINGS |
See Part I, Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations-Legal Proceedings for a description of the Companys legal proceedings.
ITEM 6. | EXHIBITS |
3.1 | Certificate of Incorporation of ARAMARK Corporation (incorporated by reference to Exhibit 3.1 to ARAMARK Corporations Current Report on Form 8-K filed with the SEC on April 5, 2007, pursuant to the Exchange Act (file number 001-16807)). | |
3.2 | By-laws of ARAMARK Corporation (incorporated by reference to Exhibit 3.2 to ARAMARK Corporations Current Report on Form 8-K filed with the SEC on April 5, 2007, pursuant to the Exchange Act (file number 001-16807)). | |
10.1 | Amended and Restated Master Distribution Agreement effective as of March 5, 2011 between SYSCO Corporation and ARAMARK Food and Support Services Group, Inc. | |
31.1 | Certification of Joseph Neubauer 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 Joseph Neubauer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | Certification of L. Frederick Sutherland pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| Portions omitted pursuant to a request for confidential treatment. |
40
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ARAMARK CORPORATION | ||
May 12, 2011 | /s/ JOSEPH MUNNELLY | |
Joseph Munnelly | ||
Senior Vice President, Controller and Chief Accounting Officer |
41
EXHIBIT INDEX
3.1 | Certificate of Incorporation of ARAMARK Corporation (incorporated by reference to Exhibit 3.1 to ARAMARK Corporations Current Report on Form 8-K filed with the SEC on April 5, 2007, pursuant to the Exchange Act (file number 001-16807)). | |
3.2 | By-laws of ARAMARK Corporation (incorporated by reference to Exhibit 3.2 to ARAMARK Corporations Current Report on Form 8-K filed with the SEC on April 5, 2007, pursuant to the Exchange Act (file number 001-16807)). | |
10.1 | Amended and Restated Master Distribution Agreement effective as of March 5, 2011 between SYSCO Corporation and ARAMARK Food and Support Services Group, Inc. | |
31.1 | Certification of Joseph Neubauer 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 Joseph Neubauer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | Certification of L. Frederick Sutherland pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| Portions omitted pursuant to a request for confidential treatment. |
42
Exhibit 10.1
ARAMARK
MASTER DISTRIBUTION AGREEMENT
BETWEEN
SYSCO CORPORATION
AND
ARAMARK FOOD AND SUPPORT SERVICES GROUP, INC.
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
TABLE OF CONTENTS
1. |
SCOPE. | 1 | ||||
2. |
PRODUCT CATEGORIES. | 3 | ||||
3. |
SERVICE. | 4 | ||||
4. |
DELIVERY. | 6 | ||||
5. |
REPORTING. | 7 | ||||
6. |
ORDERING PROCEDURES. | 8 | ||||
7. |
TERMINATION. | 10 | ||||
8. |
CALCULATION OF COST. | 11 | ||||
9. |
PRICING AND MARGINS. | 12 | ||||
10. |
ALLOWANCES. | 15 | ||||
11. |
ARAMARK PROPRIETARY MERCHANDISE. | 18 | ||||
12. |
PAYMENT TERMS. | 19 | ||||
13. |
INVOICING. | 19 | ||||
14. |
AUDIT. | 20 | ||||
15. |
INSURANCE AND INDEMNITY. | 21 | ||||
16. |
PROCEDURES MANUAL. | 22 | ||||
17. |
MINORITY-OWNED AND WOMEN-OWNED SUPPLIERS. | 22 | ||||
18. |
COMPLIANCE WITH LAWS AND STANDARDS. | 22 | ||||
19. |
MISCELLANEOUS PROVISIONS. | 23 |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
i
ATTACHMENTS: |
EXHIBIT A Products and Margins List | |
EXHIBIT A-1 Form of * Agreement | ||
EXHIBIT B Primary Distributors List | ||
EXHIBIT C * Fee | ||
EXHIBIT D Sysco Performance Allowance | ||
EXHIBIT E * | ||
EXHIBIT F ARAMARK Form of Audit | ||
EXHIBIT G Sysco Minority and Women-Owned Suppliers | ||
EXHIBIT H ARAMARK Food Safety Standards | ||
EXHIBIT I Sysco Raw Ground Beef & Veal Safety Standards |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
ii
AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
THIS AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (this Agreement) is made as of November 25, 2006, and effective as of March 5, 2011 (the Effective Date) by and between ARAMARK FOOD AND SUPPORT SERVICES GROUP, INC. (ARAMARK) and SYSCO CORPORATION (Sysco), each a Party and collectively, the Parties.
RECITALS:
A. ARAMARK and Sysco are parties to a certain Master Distribution Agreement dated as of November 25, 2006, as amended and extended (the Existing Agreement).
B. Under the Existing Agreement, Sysco provided distribution services to ARAMARK, its affiliates and Components (hereinafter defined).
C. Based on the overall volume of purchases made by ARAMARK and its Components, and the business opportunities presented to Sysco, ARAMARK and SYSCO have agreed to amend and restate the terms and conditions under which distribution services are provided to the Components (hereinafter defined), as hereinafter set forth.
AGREEMENT:
NOW, THEREFORE, in consideration of the promises contained herein, and with intent to be legally bound, ARAMARK and Sysco agree, effective as of the Effective Date, as follows:
1. | SCOPE. |
(a) Scope. Under this Agreement, Sysco and its broadline operating subsidiaries (the Operating Companies) will distribute a full line of food service products, including without limitation, the products listed on Exhibit A (the Sysco Distribution Program), to service locations managed by ARAMARK and its affiliates and designated by ARAMARK as participating in the Sysco Distribution Program (the Components). Sysco will cause the Operating Companies to perform with respect to Components in accordance with the terms and conditions of this Agreement.
(1) Under this Agreement, Sysco and subsidiaries the Operating Companies will extend the Sysco Distribution Program to service locations that are Accounts (hereinafter defined) as long as such Accounts execute an agreement evidencing their participation in the Sysco Distribution Program in the form of the Participation Agreement attached hereto as Exhibit A-1. Sysco will cause the
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
1
Operating Companies to perform with respect to Accounts in accordance with the terms and conditions of this Agreement. Accounts means * have entered into an agreement with ARAMARK to provide procurement services described as follows: *
(2) *
(3) *
(b) Designation of Distributors.
(1) The Operating Companies set forth on Exhibit B are designated as Primary Distributors (hereinafter defined) under this Agreement. The term Primary Distributor shall mean any Operating Company designated by ARAMARK as the primary, authorized distributor of food service products within the product categories set forth in Section 2(a) for certain Components. Territory means, as to each Operating Company providing service under this Agreement or designated by ARAMARK as Primary Distributor, the service area Operating Companies and collectively, the Territories of each Operating Company.
(2) From time to time, ARAMARK may designate additional Operating Companies as Primary Distributors, with the consent of Sysco, which will not be unreasonably withheld.
(c) Primary Distributor Status. ARAMARK will grant Sysco and all Primary Distributors, the opportunity to supply, on a preferred (but not exclusive) basis, products in the categories in Section 2(a). As preferred distributors, Sysco and the Primary Distributors will be the distributors designated by ARAMARK as the primary, authorized distributors of such products to the Components. With respect to service locations which come under management by ARAMARKs affiliates after the Effective Date, ARAMARK will in good faith consider designating those locations as Components under this Agreement. However, ARAMARK makes no guarantee, warranty or other commitment that all food service locations managed by ARAMARKs affiliates will purchase any products, or any minimum quantity of products from Sysco or any Primary Distributor or other Operating Company to the exclusion of any other vendor. *
(d) Operating Company Transitioning. To create more efficient geographic boundaries for the Primary Distributors and Components, and therefore improve service levels, from time to time Sysco may transition one or more designated Components from being serviced by one Operating Company to being serviced by another Operating Company (a Transferee Company) on ninety (90) days prior written notice to ARAMARK; *. If the transition is to a Transferee Company that previously had not serviced any ARAMARK Components: (1) Syscos * of products purchased from the Transferee Company will not exceed Syscos * of products purchased from the former Operating Company, (2) the specified products available from the Transferee Company will be the same as the specified products available from the former Operating Company *, (3) the transitioned Components will be permitted to participate fully by the Transferee Company * and similar promotions, and (4) for all products that do not fall
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
2
within the exceptions set forth in clause (2) of this Paragraph 1(d), the minimum movement for ARAMARK Proprietary Merchandise at the Transferee Company will meet a minimum movement of * cases per week, notwithstanding Section 11(a) below. Sysco and ARAMARK will establish and apply a protocol for identifying Components to be transitioned and for ensuring that the conditions in (1) through (5) are met at and after the transition. At the time of a transition from one Operating Company to another, or in connection with an acquisition or other transaction, ARAMARK may request and Sysco will consider in good faith, a *.
2. | PRODUCT CATEGORIES. |
(a) Sysco will cause its Operating Companies to distribute a full line of food service products under this Agreement including without limitation, SYSCO® brand products, products bearing national brands, and other products selected by ARAMARK and meeting ARAMARKs specifications, including without limitation, ARAMARK Proprietary Merchandise (defined in Section 11). The product categories are as follows:
(1) Healthcare
(2) Dairy (including eggs)
(3) Meats
(4) Seafood
(5) Poultry
(6) Frozen (other than frozen Meats, Seafood and Poultry)
(7) Canned and Dry
(8) Paper & Disposables
(9) Chemicals & Janitorial
(10) Supplies & Equipment
(11) Produce
(12) Beverage (including coffee and postmix products)
Exhibit A identifies each product category, *. Products identified with a Weekly under the heading Frequency on Exhibit A or Margin and Frequency for Exhibit A exceptions are priced weekly, and are hereinafter referred to as Market Commodity Products. Products identified with a User Defined or Monthly under such heading on Exhibit A are priced monthly or based on the date of last receipt, respectively in accordance with Sections 8 and 9 of this Agreement.
(b) Unless otherwise specified by ARAMARK, when a specific Sysco labeled product is purchased for a Component, only Sysco label products bearing the brand SYSCO® Classic and Reliance will be sold and delivered to such Component to ensure consistency of quality and costs; provided that an equivalent product bearing the Classic or Reliance label is stocked by the Operating Company. Sysco will use its best efforts to cause the Operating Companies to stock Classic and Reliance. Any Sysco label product supplied which is not SYSCO® Classic or Reliance label will be consistent with the specifications and quality of the SYSCO® Classic or Reliance label. Sysco will use best efforts to notify ARAMARK and Components of any material modification to a specification for the brand SYSCO® Classic, Sysco® Reliance, or any other SYSCO®
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
3
brand. Without limiting Section 11, ARAMARK will use reasonable efforts to assist Sysco in stabilizing and ultimately reducing, where practical, the number of SKUs associated with servicing Components. *.
(c) ARAMARK acknowledges that Sysco receives earned income and obtains operational advantages from the sale of SYSCO® brand products to Components. Sysco acknowledges that ARAMARK as a global food service provider in a highly competitive marketplace must retain discretion to select products for use at food service locations managed by ARAMARKs affiliates. Accordingly, Sysco may at any time and from time to time, offer to provide SYSCO® brand products to ARAMARK and Components. ARAMARK may, in its discretion and exercising its judgment as a global food service provider, choose to purchase SYSCO® brand products which are reasonably equivalent (as determined by ARAMARK in its discretion and exercising such judgment) to other products from other vendors of ARAMARK.
3. | SERVICE. |
(a) Operating Companies will provide Components with complete and timely service in all aspects of distribution services to be provided under this Agreement, including without limitation, (1) achieving the agreed-upon fill rate of each order, in the aggregate, (2) providing proper follow up of each order as required by each Component, (3) correcting untimely or incomplete deliveries and deliveries of damaged, spoiled or pilfered products and (4) preventing their recurrence. The term fill rate is defined as for each order, the percentage of items of products ordered by a Component which are actually delivered to such Component. The agreed upon fill rate is *%. After the end of each ARAMARK fiscal quarter, Sysco will report to ARAMARK each Operating Companys fill rates for Components served by each Operating Company.
(b) For the first Period (hereinafter defined) of this Agreement, i.e. the March 2011 Period, neither Party will have any liability to the other Party, if the adjustments to the financial terms, *, are not in place for the full March 2011 Period. The Parties agree that the financial terms will be in place no later than the first day of the April 2011 Period.
(c) To facilitate order placement, Sysco will make available to ARAMARK prior to their effective date, weekly and monthly price order guides (the Order Guides) through eSYSCO, Syscos internet order entry system, or another third party remote order entry system mutually acceptable to the parties (in either case, an Order Entry System). All Order Guides (1) will, for each product, contain a product description and identify the brand, pack and size, quality and grade, item code number, line item number, and price of such product, (2) will correspond with ARAMARKs Periods (hereinafter defined), (3) will be customized and tailored to the product requirements of the ARAMARK line of business of which the Component is a part, and (4) will, upon adding a new product, map the item to the corresponding sequencing chart product category, providing ARAMARKs general ledger account code. Additionally, new Sysco product categories will be mapped to a corresponding ARAMARK product category. Order Guides will be distributed weekly and monthly. Weekly Order Guides will identify
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
4
prices of all Market Commodity Products. For those Components which do not order electronically, Operating Companies will provide hard copy weekly Order Guides on a weekly basis, and hard copy monthly Order Guides on a monthly basis, prior to their effective dates. The term Period is defined as each of those 12 accounting periods, which together comprise a fiscal year of ARAMARK. In addition, each month, upon ARAMARKs request, each Operating Company will send to ARAMARK, a copy of such Operating Companys * for such month, at least seven days prior to the effective date of such *. Further, ARAMARK shall have access to * on the application of the * to *, on an as-requested basis. Order guides and Sysco invoices will correspond to ARAMARKs general ledger account codes.
(d) Each Operating Company will assign a salaried, non-commissioned Account Executive and a Customer Service Representative to ARAMARKs account. The Sysco Account Executive and the Sysco Customer Service Representative will maintain contact with the manager (or his designee) of each Component served by the Operating Company which assigned them, on a basis satisfactory to each Component manager (or his designee), to ensure complete service levels, to enter and check the accuracy of orders and to resolve service and product deficiencies. In addition, each Sysco Account Executive will visit each Component served by such Sysco Account Executive and meet with the manager of such Component, at least once each month on a date and at a time satisfactory to each of them.
(e) The mechanics of service, including without limitation, credits and pick-ups, will be established by the Component manager (or his designee), the assigned Sysco Account Executive and the assigned Customer Service Representative, based on the policies and procedures manual prepared and supplied by Sysco and approved by ARAMARK under Section 16.
(f) Operating Companies will provide each Component location with at least one delivery each week. More or less frequent deliveries may be agreed upon by the Component manager (or his designee) and the Operating Companys assigned Account Executive on a Component-by-Component basis.
(g) Upon request by a Component, Operating Companies will provide to that Component those products not normally carried in inventory but which are required for special events, i.e. irregular, one-time events, provided that the Component gives reasonably adequate notice of its requirements. ARAMARK will use reasonable efforts to minimize or avoid returns after special events. *.
(h) Sysco shall provide at its cost and expense, a Sysco Corporate Multi-Unit Account Executive acceptable to ARAMARK, who shall be based in the ARAMARK Tower, Philadelphia, PA or such other location as ARAMARK may designate and who shall report to ARAMARKs Vice President, Supply Chain Management. Sysco agrees that Sysco and such Sysco employee may be required to execute, and if requested, shall execute, a nondisclosure agreement in form reasonably satisfactory to counsel for Sysco and ARAMARK, to protect and avoid or limit disclosure of any trade secrets or
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
5
other confidential or proprietary information of ARAMARK or information of third parties whose confidentiality has been entrusted to ARAMARK.
(i) With respect to account management, Sysco, at a level at least as high as its Vice President, Multi-Unit Sales, will conduct in person business reviews with ARAMARK, on a quarterly basis. Included in such meetings will be a Sysco finance person, at a level at least as high as Corporate Controller or, with ARAMARKs consent, his/her designee. In addition, Sysco will provide to ARAMARK, on a quarterly basis, reports of credits due to ARAMARK from each Operating Company, and Sysco will make a Sysco finance person, at a level at least as high as Corporate Controller, or, with ARAMARKs consent, his/her designee, available to review such reports with ARAMARK, and responsible to implement follow-up actions established during such reviews with ARAMARK.
(j) With respect to research and development activities, Sysco will provide to ARAMARK the opportunity to engage in test, pilot or co-development projects with Sysco any new marketing, merchandising and promotional concepts created by Sysco for Sysco customers in general, such as new kiosks or new brands, but not projects specific to a single customer. Sysco will notify ARAMARK of any such opportunity. ARAMARK may accept such opportunity by notice to Sysco given not more than 30 days after receipt of notice from Sysco. Sysco and ARAMARK will then establish the parameters of the test, pilot or co-development project, and Sysco and ARAMARK will implement such project. * If the project implementation is unreasonably delayed by ARAMARK, Sysco may cancel the project, *.
(k) *
(l) *
(m) *
(n) *
4. | DELIVERY. |
(a) Each Operating Company will establish a delivery schedule for each Component served by the Operating Company, as agreed upon by the Component manager and the Operating Companys assigned Customer Service Representative or Account Executive. The number of deliveries to each Component will be determined by the service level required, subject to Section 3(e).
(b) All Operating Companies will use their best efforts to make all deliveries between the hours of 7:00 a.m. and 11:30 a.m., and 1:00 p.m. and 5:00 p.m., unless such times are otherwise expanded by the Component manager.
(c) Sysco and ARAMARK have entered into this Agreement to achieve the highest and best level of service, product delivery, and product quality, and the most efficient and consistent cost and pricing to ARAMARK. Sysco acknowledges that
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
6
ARAMARK and Components will require, in each geographic area, and from each Operating Company, different delivery schedules to provide the highest and best service levels, and the most efficient and consistent cost and pricing, to ARAMARK. Sysco therefore acknowledges and specifically agrees that Sysco and each Operating Company will cooperate and agree with ARAMARK and Components as to deliveries and service on a basis mutually acceptable to ARAMARK and such Operating Company.
5. | REPORTING. |
(a) Sysco Corporate office (Sysco Corporate), or each separate Operating Company, will provide ARAMARK and Components with electronic Order Guides, in accordance with Section 3(b). Sysco will maintain an electronic link between Sysco and ARAMARKs Corporate Office so that all weekly and monthly Order Guides will be transmitted electronically to ARAMARKs Corporate Office by direct electronic link. If requested, Sysco will provide a copy of the disaster recovery and business continuance plan for SYSCO and any Operating Company.
(b) Sysco Corporate or each separate Operating Company will provide the following reports to ARAMARK.
(1) Sysco will compile ARAMARKs computerized product usage data (Usage Data) and provide Usage Data to ARAMARK electronically via FTP server or other electronic communications for input into ARAMARKs computer product tracking systems. ARAMARK will develop and maintain their proprietary product tracking systems.
(2) Upon ARAMARKs written request, Sysco will provide * the Usage Data provided to ARAMARK and the Components, subject to the below listed conditions: (i) the information will only be made available in one of Syscos standard electronic formats or utilizing * standards; *.
(3) Sysco will provide the Usage Data to ARAMARK on a daily basis. The daily data transmission is required by ARAMARKs E-RECEIVING and ARATRACK systems. Sysco will provide Usage Data to ARAMARK in a form and content compatible with E-RECEIVING and otherwise in compliance with ARAMARKs written E-RECEIVING and ARATRACK specifications. Daily Usage Data will be provided to ARAMARK as soon as practicable but no later than * Time, with this data representing transactions between ARAMARK and Sysco performed the previous day at each Operating Company and any previously unreported transactions that are reported by the time the Daily Usage Data is generated.
(4) Sysco will also provide the Usage Data to ARAMARK on a monthly basis. The monthly data transmission is required by ARAMARKs ARATRACK system until such time as data produced or calculated by Sysco is made available to ARAMARK, permitting the transition to the daily file data format. Sysco will provide Usage Data to ARAMARK in a form and content compatible with ARATRACK and
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
7
otherwise in compliance with ARAMARKs written ARATRACK specifications. Monthly Usage Data will be provided to ARAMARK as soon as reasonably practicable following the close of each Period but no later than the second Tuesday following the close of such Period.
(5) Usage Data will be provided at * cost to ARAMARK. Sysco will provide ARAMARK with data that will permit both to * Order Entry Systems in use by the Components.
(6) The parties agree to the following provisions regarding electronic invoices: (i) ARAMARK anticipates the on-time receipt of electronic copies of invoices regardless of Operating Company with on-time defined as receipt of invoice upon the next regularly scheduled file transmission after product delivery by the delivering Operating Company; (ii) the goal for on-time receipt of electronic invoices is * at each Operating Company for each delivery day of week; and (iii) queries related to the daily delivery of invoicing data with respect to file content or transmission will be addressed by a manned Help Desk support function capable of responding within * of inquiry and such queries will be restricted to the files transmission and will not address specific field-level data values.
(7) The parties acknowledge that some ARAMARK customers, (individually a * Source Customer and collectively, * Source Customers) have requested ARAMARK to provide information on purchases of food products which have been grown or raised in * in which a * Source Customer is located and in * contiguous to such * (the * Source Region), or have been processed or packaged into products in such * Source Region, and which products (* Source Products) have been purchased by ARAMARK for such * Source Customers. When requested by ARAMARK in specified *, Operating Companies or, at Syscos election, Sysco Corporate, will use their best efforts to provide a monthly report relating to each * Source Customer showing the total purchases of * Source Products by such * Source Customer, providing the vendor identity and SKU for each such * Source Product, within twenty (20) days of the end of the month covered by the report. If a * Source Customer requests reporting other than that described in this Paragraph 5(b)(7), the parties will use reasonable good faith efforts to provide such reporting, provided that if such reporting would require the expenditure of significant additional time * by Sysco or any Operating Company, the parties shall discuss in good faith such steps and actions to respond to such request in a fashion which either modifies the request so that Sysco is able to comply with such request * Sysco or the Operating Companies for the additional time * which would result from honoring the request.
6. | ORDERING PROCEDURES. |
(a) Ordering Guidelines. All orders will be placed by Components, ordering by product item or line numbers shown in the Order Guides. Sysco and each of the Operating Companies will use their best efforts to establish uniform product item code numbers and to provide to Components electronic order entry software packages or electronic order entry transmission capability for order placement.
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
8
(b) Placing Orders. Each Component will place orders through an Order Entry System. Each Component that * will be assigned a call day and approximate call time for placing orders and will be notified of the assigned call day and time. The assigned Sysco Customer Service Representative will call for the orders on the assigned call day at the approximate call time. Those Components placing orders through an Order Entry System will have access to a Sysco Order Entry System that is specifically designed for either broadband (e.g.: eSYSCO) or dial-up (e.g.: RIO Lite) data communication. All Sysco Order Entry Systems will be functional within the constraints defined for the application and will be maintained and supported to meet the ordering requirements of all Components. In the event that a Component encounters a problem in the use of an Order Entry System or in the content of the data presented, a manned Help Desk support function will be available to the Component when required to assist in resolving any issues arising from the use of the Order Entry System.
(c) Specified Products Program.
(1) Each Operating Company will incorporate ARAMARKs Specified Products Program into its written procedures (and where established, into its computer systems and procedures) for responding to orders placed by Components. * ARAMARK will from time to time notify Sysco of those products which are preferred under ARAMARKs Specified Products Program. Sysco will notify Operating Companies of such products.
(2) *
(3) *
(4) *
(5) *
(d) Emergency Orders. Any Component may place, and the Primary Distributor serving the Component will fill, emergency orders to provide continuity of service. The Primary Distributor serving the Component placing an emergency order will fill each emergency order at a price established in the manner provided in Section 9. Flagrant abuse of emergency order procedures may be brought to the attention of ARAMARKs Regional Distribution Managers by Sysco.
(e) Substitution of Products. Except as provided in Sections 6(c) and 6(d), no Operating Company may substitute any products for other products ordered by Components. Products which are out of stock or product substitutions made pursuant to Sections 6(c) and 6(d) in connection with ARAMARKs Specified Products Program will be communicated to each Component, prior to delivery as follows. If using Syscos electronic order entry system, the system will advise the Component concerning out of stock items and the Component may choose a suitable substitute for the out of stock items. If the Component is not using Syscos electronic order entry system, the Operating Companys Customer Service Representative will call those Components
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
9
affected and will suggest substitute products to be shipped. Substitute products will be shipped to a Component affected only after they have been approved (i) on Syscos order entry system or (ii) by the Component manager (or his/her designee). A substituted product of higher quality or grade than the product ordered will be sold at the price in effect at the time of the order for the product originally ordered, calculated pursuant to Section 9 unless the substitution is the result of a suppliers failure to timely supply Sysco. A substitute product of lower quality than the product ordered, will be sold at the price in effect at the time of the order for that substitute product, calculated pursuant to Section 9.
(f) Shortages. Sysco and each Primary Distributor acknowledge that the designation of a Sysco operating company as a Primary Distributor limits the circumstances in which ARAMARK and Components will purchase from alternate suppliers. Therefore, where a Component orders from a Primary Distributor, Sysco and the Primary Distributor will use their respective best efforts to supply such Component with its entire order if product is available in the marketplace.
(g) *
(1) *
(2) *
(h) *
7. | TERMINATION. |
(a) Upon 60 days prior written notice to Sysco, ARAMARK may terminate any Operating Companys designation as a Primary Distributor in one or more market areas, as to one or more Components, or any combination thereof. If, however, ARAMARK desires to so terminate any Operating Companys designation as a Primary Distributor as a result of the expiration or termination of any contract pursuant to which an affiliate of ARAMARK manages a Component, ARAMARK will not be obligated to provide 60 days prior written notice and ARAMARK will provide only such prior written notice as ARAMARK determines to be practical under the circumstances. Sysco will notify the terminated Operating Company of its termination, the scope of its termination and the termination date. ARAMARK will order and the terminated Operating Company will deliver to one or more locations designated by ARAMARK all ARAMARK Proprietary Merchandise on hand in inventory within 30 days after the termination date.
Either party may terminate this Agreement upon 180 days prior written notice to the other party. The term of this Agreement will commence as of November 25, 2006, and shall continue in effect until March 31, 2015, unless sooner terminated, and the term of this Agreement will automatically renew, on March 31, 2015, and each anniversary thereof, for a period of 12 months, unless either party gives the other party written notice of intent not to renew, no later than the September 30 which immediately precedes the end of the term, or renewal term, as the case may be. The maximum
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
10
number of automatic renewals will be 10 renewals of 12 months each, such that the term of this Agreement, as renewed, may not extend beyond March 31, 2025.
8. | CALCULATION OF COST. |
(a) Cost-Based Program. Except as otherwise provided in Section 9(e), all prices to ARAMARK for products, including without limitation, substitute products and products not listed in a Order Guide, will be calculated on Syscos cost (hereinafter defined), plus a defined margin based on * as set forth on Exhibit A. No changes may be made to Exhibit A without ARAMARKs prior written consent. In addition, the parties acknowledge that where a contract client of ARAMARK or its affiliates competitively bids such clients purchasing program directly, Sysco may bid at such costing and pricing as SYSCO in its sole discretion, chooses. Should Sysco be awarded any such bid, the purchases made pursuant to the bid shall not be included in the total purchases upon which Sysco is obligated to pay ARAMARK the National Volume Discount, Marketing, Produce Incentive and SYSCO® Brand Performance allowances under Section 10 and any other allowance agreed upon by the parties. Sysco acknowledges that ARAMARK and its affiliates, under their respective operating agreements with contract clients, are responsible for the purchasing of food, beverages and other supplies. *
(b) Definition of Syscos Cost. The term Syscos cost is defined as the Vendors Last Invoice Price, plus * freight charged (including freight charged by Syscos affiliated entity which assumes the internal freight function (Sysco Logistics)), if not included in the Vendors Last Invoice Price, less all off-invoice vendor allowances, discounts and off-invoice promotions for the period of the promotion, excluding cash discounts, breakage allowances and spoilage allowances.
(1) The term Vendors Last Invoice Price is defined as, for each product received, (i) the invoice price shown on the last invoice for such product issued by the product vendor including * and its * or successor merchandising entity (collectively, *), prior to the date on which an Operating Company calculates Syscos cost and establishes the price of such product, or (ii) *. Where ARAMARK establishes contract pricing for a product as described in Section 9(d) and 9(e), (whether FOB plant or delivered to Syscos dock), the Vendors Last Invoice Price, for purposes of calculating Syscos cost and the sell price of such product, will be *. For the avoidance of doubt, ARAMARK contract pricing will include contracts where ARAMARKs vendor has agreed to supply products to ARAMARK through ARAMARKs designated distributor at the vendors truckload quantity price, without regard to the actual size of the load shipped or delivered by the vendor.
(2) *
(3) *
(4) Cash discounts, actual and imputed, breakage allowances, spoilage allowances and the cost recovery and earned income referenced in Section 8(b)(6) will be excluded from the calculation of Syscos cost of a product. Operating
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
11
Companies will not increase the cost of any product by an imputed cash discount, if the vendor does not offer a cash discount. Operating Companies will not decrease Syscos cost of any product by the amount of any actual cash discount made available by the vendor to the Operating Company, except as provided in Section 9(d)(5). *
(5) Allowances (including bid and nonprofit allowances and USDA bill-backs) granted by manufacturers to be passed along to ARAMARK and its Components will be passed along as * to *, prior to *.
(6) Sysco and Operating Companies perform value-added services for suppliers of SYSCO® brand and other products over and above procurement activities typically provided. These value-added services include regional and national marketing, freight management, consolidated warehousing, quality assurance and performance-based marketing. Sysco may recover the costs of providing these services and may also be compensated for these services and considers this compensation to be earned income. Receipt of such cost recovery or earned income does not affect product cost.
9. | PRICING AND MARGINS. |
(a) Pricing Calculations and Adjustments.
(1) Sysco will cause each Operating Company to calculate Syscos cost and to establish prices for all products sold to ARAMARK and its Components (other than Market Commodity Products) using Vendors Last Invoice Price prior to the commencement of each Period. Sysco will cause Operating Companies to sell all products (other than Market Commodity Products) ordered by ARAMARK during such period at such prices. Prior to expiration of each Period, Sysco and each Operating Company will establish prices of all products (other than Market Commodity Products), which will be in effect for the next following Period and which will reflect increases or decreases in the Vendors Last Invoice Price for such Products.
(2) Sysco will cause each Operating Company to calculate Syscos cost of, and to price, Market Commodity Products on the date associated with such Operating Company, as set forth on Exhibit B, and such prices will remain in effect for the time period set forth on Exhibit B. Pricing for fresh produce and fresh fish and fresh shellfish will be adjusted *, with pricing based on Syscos cost for the last receiving the day before the price becomes effective. *.
(3) Sell Prices established for products on monthly, weekly, daily and time of sale basis as provided for in Exhibit A shall remain in effect as follows:
Monthly pricing - pricing in effect for a calendar month or a defined ARAMARK accounting period;
Weekly pricing - pricing in effect for seven consecutive days;
Daily Pricing - pricing in effect for a 24 hour period; and
Time of Sale - pricing in effect for current purchase only
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
12
(b) Primary Distributor Pricing.
(1) Sell Price. Except as provided in Section 9(e), all prices to ARAMARK from Primary Distributors will be Syscos cost, plus a defined margin based on product category, *. No changes will be made to Exhibit A without the prior consent of ARAMARK. Unless otherwise specifically noted on Exhibit A, the margin of each product on Exhibit A is a *. Notwithstanding anything in this Agreement to the contrary, the * for frozen pizza delivered to *, and for plastic, fiber, foam and composite disposable trays delivered to *, will be * and *, respectively.
(2) * procedure. Every quarter during the term, Sysco will provide to ARAMARK with a * report patterned on Exhibit A, showing where all products distributed by Sysco and its Operating Companies have been classified for purposes of calculating Syscos cost and sell prices, by product category, *.
(c) Smallwares, ChefEx and Drop Ship Pricing. Sysco will provide Components with kitchen, cooking, storage and handling equipment and tabletop items and smallwares (collectively, Smallwares). Sysco will deliver Smallwares to Components, at Syscos option, from Operating Companies, direct from the manufacturer or from Syscos Central Warehouse network located around the country.
(1) From Operating Companies. All prices for Smallwares shipped from Operating Companies to Components will be at Syscos cost, plus a *.
(A) Any Smallwares order in excess of * (but less than *) will be at Syscos cost, plus *.
(B) Any Smallwares order equal to or exceeding * will be at SYSCOs cost, plus *.
(2) From Manufacturers (Drop Ship). All prices for Smallwares, light equipment, capital equipment and other products drop shipped from a manufacturers factory or distribution facility to Components will equal Syscos cost, plus *. Freight costs will be included in Syscos cost *.
(3) From Central Warehouse. All prices for Smallwares shipped to Components from a Sysco Central Warehouse on behalf of the Operating Company will be at Syscos cost for such Operating Company, plus *. Freight will be charged only on orders under *. All products other than Smallwares, shipped from the delivering Sysco Central Warehouse, will be at Syscos Cost for the Operating Company, plus *. Freight to the Component from the delivering Sysco Central Warehouse will be charged only on orders under *.
(4) From ChefEx. All prices for products purchased through Syscos ChefEx network will equal Syscos cost, plus a *, plus the normal express delivery charge (e.g., *) to deliver ChefEx products. If requested by ARAMARK *, Sysco will cooperate with ARAMARK to utilize * shipping rates for ARAMARKs ChefEx purchases.
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
13
(d) Contract Pricing.
(1) Coffee. Operating Companies will obtain ARAMARKs premium blend coffee for ARAMARKs manual and vending operations through deliveries from ARAMARK approved roasters. Operating Companies will deliver ARAMARKs premium blend coffee to Components at the prices invoiced to the Operating Companies by ARAMARK approved roasters, plus *. Sysco and each Operating Company will not add any surcharge, fee, or other amount to the price of ARAMARK premium blend coffee charged to any Component. Operating Companies will deliver * products to Components at the agreed price established between * and ARAMARK and a National Volume Discount (hereinafter defined) will not be paid on any * products.
(2) Chemicals. Operating Companies will deliver chemical products to Components at the prices for those products established under ARAMARKs contract with the manufacturer(s) of such products.
(3) Disposables. Operating Companies will deliver disposable products, such as those sold by * or another ARAMARK preferred product vendor, to Components at the prices for those products established in ARAMARKs contract with such vendor, *, plus the margin set forth on Exhibit A.
(4) Paper Products. Operating Companies will deliver paper products, such as those sold by * or another ARAMARK preferred product vendor, to Components at the prices established in ARAMARKs contract with such vendor, plus the margin set forth on Exhibit A.
(5) Certain Other Products. ARAMARK Components currently utilize * Products that are governed by agreements with vendors binding upon * which establish the ultimate price at which the delivering Operating Company must sell such products to the Component (Fixed Sell Price Products). Notwithstanding Section 9, the Sell Price for Fixed Sell Price Products shall be the amount prescribed (or calculated in accordance with) the agreement with such vendor. Current Fixed Sell Price Products include only fountain syrup products (bag-in-box) from * and * and *. *.
(e) * and * (fountain syrup). Sysco will cause Operating Companies to distribute * and * fountain syrup at the respective * and * national chain account contract prices as stipulated by the * and the comparable * and * programs; provided that each Operating Company will reduce Syscos price to Components for syrup by the amount of the cash discount received by the Operating Company from *. *.
(f) * and the Contract Pricing. From time to time ARAMARK may choose to enter into * and contract pricing agreements with manufacturers. ARAMARK will notify Sysco of the relevant terms of those agreements. Sysco will cause Operating Companies to perform this Agreement in a manner consistent with such agreements.
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
14
ARAMARK will give Sysco thirty (30) days advance notice of the implementation of such agreements and any changes thereto.
(g) Operating Company Invoicing for Components. *
(h) Food Show Participation. Sysco will allow Component Frontline Managers to place orders at its Operating Companies food shows, * so long as the Frontline Managers attend such food shows.
(i) *. For * a Component (subject to the qualification in the following paragraph), Sysco will include a * (*) on the * for such * equal to *. Sysco will establish a primary/secondary relationship for multiple account numbers for multiple * the same location without * (Common Area *) in order to ensure the correct aggregation of account numbers. Under these multiple account relationships, the * will appear only on the last * prepared for any set of Common Area * on a given * day, and therefore not on the * for each * in such set of Common Area *. Sysco will include the * as a line item with a dedicated SUPC number for the * on the * to the receiving Component which will enable ARAMARK to track the * in its systems. The * shall change from time to time as provided in Exhibit D
No * will be applicable to * which are the result of an error by Sysco provided, however, if the receiving Component adds additional products to such a * by Sysco, such additional products will be treated as a * subject to the *. ARAMARK and Sysco will work together in good faith to address any issues that arise out of * made by Sysco to correct an error by Sysco.
10. | ALLOWANCES. |
Based on the overall volume of purchases made by ARAMARK and its Components, and the business opportunities presented to Sysco, Sysco will provide to ARAMARK the following allowances:
(a) National Volume Discount. Sysco will pay to ARAMARK a * national volume discount allowance (the National Volume Discount) on any and all product purchases by Components, unless otherwise agreed in writing. * will be excluded from such allowance. Sysco will pay the National Volume Discount, Marketing Allowance and Produce Incentive earned by ARAMARK based on ARAMARKs purchases in a Period by the *. In addition to these allowances, and the Performance Allowance, Sysco will pay to ARAMARK a * prompt payment allowance on all product purchases in accordance with Section 12.
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
15
(b) * Allowance. Sysco will pay to ARAMARK an allowance on all purchases of * Products (* Allowance) which * Allowance shall be based upon * for * Products as follows:
Fee per * From 9(d)(1) |
Allowance per * | |
* | * | |
* | * | |
* | * |
Sysco will pay the * Allowance earned by ARAMARK quarterly based on ARAMARKs purchases in an ARAMARK fiscal quarter by the *.
(c) SYSCO® Brand Performance Allowance. Sysco shall pay to ARAMARK a Performance Allowance (the Performance Allowance), under and subject to the terms and conditions of Exhibit D Sysco guarantees that the SYSCO® brand version of a product previously supplied to ARAMARK by any such manufacturer with the manufacturers brand or other brand shall be packed by such manufacturer. *
(d) Produce Incentive Allowance. Sysco will pay ARAMARK a produce incentive volume allowance (the Produce Incentive Allowance) at the rate of * on all products in Sysco product Category 11 (Produce) (* the products listed on Exhibit E), purchased by ARAMARK and its Components. All items in Category 11, set forth in Section 2(a), will be deemed produce, except for the products listed on Exhibit E. At the end of each Period, Sysco will provide ARAMARK with a report on * purchases, and the * of such purchases into * purchases.
(e) * Incentive.
(1) General Rule;*. The * over all Components (the Base Year *) for the Sysco fiscal periods corresponding to calendar 2010 (the Base Year) is as set forth in the table below. The information was retrieved from *. The * purchased during the Base Year represent no greater than * ( the Base Year *) of * purchased (* purchased is the sum of *.)
Base Year January 1, 2010 through December 31, 2010 | ||||||
* |
* |
Average * |
Base Year * | |||
* |
* | * | * |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
16
Within thirty (30) days of the end of Syscos 2011 fiscal year and each Sysco fiscal year (or portion thereof) thereafter during the term of this Agreement, Sysco will compare the * during the fiscal year then ending to the Base Year *. If the * exceeds the Base Year *, Sysco will * an incentive (the * Incentive) determined from the following table based upon * by which the * then calculated exceeds the Base Year *:
Increase in * over Base Year * |
* Incentive as* of * that Fiscal Year | |
* |
* | |
* |
* | |
* |
* | |
* |
* |
The percentage determined from the table above shall be multiplied by the total * used to determine the National Volume Discount payable for the fiscal year for which the * Incentive is being determined to calculate the amount of the * Incentive which amount shall be paid by Sysco within thirty (30) days of the end of the fiscal year for which the * Incentive is being determined. It the term of this Agreement does not end at the same time as a Sysco fiscal year end, the last * Incentive payable under this Agreement will be prorated to account for the fact that such incentive is calculated off a Sysco fiscal year which ends on a different date than the last day of the term of this Agreement. ARAMARK has the right to review and verify the source of the data as well as the methodology used to determine the * used in the calculation of the * Incentive.
The * Incentive will not be paid if the percentage of * in the fiscal year for which the * Incentive is being calculated exceeds the Base Year *. If the quantity or volume of any product * is changed from the * of such product in effect on March 31, 2011, Sysco, following not less than fifteen (15) days prior notice to ARAMARK, may adjust the * Incentive in an amount reasonably necessary to compensate for such * adjustment. The intent is that * changes remain *. The * changes shall be determined from time to time by Sysco. ARAMARK has the right to review and verify the source of the data as well as the methodology used to determine changes in *.
(2) Fiscal 2011 4th Quarter Exception. For the Sysco fiscal period from April 3, 2011 through July 3, 2011 (FY 2011 4th Quarter), Sysco will pay an incentive based on the comparison between the * over all Components for FY 2011 4th Quarter and the * for the 4th quarter of Syscos fiscal 2010, which ran from April 4, 2010 through July 3, 2010, as set forth in the table below:
* |
* |
Average * |
Base Year * | |||
* | * | * | * |
Within thirty (30) days of the end of FY 2011 4th Quarter, Sysco will compare the average * during FY 2011 4th Quarter to the average * set forth in the immediately preceding table (the FY 2010 4th Quarter Average *). If the average * for FY 2011 4th
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
17
Quarter exceeds the FY 2010 4th Quarter Average *, Sysco will * an incentive (the * Incentive) determined from the table below based upon the amount * by which the average * for FY 2011 4th Quarter then calculated exceeds the FY 2010 4th Quarter Average Drop Size.
Increase * over FY 2010 4th Quarter Average * |
* Incentive * for FY 2011 4th Quarter | |
* | * | |
* | * | |
* | * | |
* | * |
The percentage determined from the table above shall be multiplied by * used to determine the National Volume Discount payable for FY 2011 4th Quarter to calculate the amount of the * Incentive which amount shall be paid by Sysco within thirty (30) days of the end of FY 2011 4th Quarter. ARAMARK has the right to review and verify the source of the data as well as the methodology used to determine the * used in the calculation of the * Incentive.
The * Incentive will not be paid if the * in FY 2011 4th Quarter exceeds the Base Year *. Sysco may adjust the * Incentive to account for * changes in the manner provide for adjusting the * Incentive under Paragraph 10(e) (1) above.
(f) Purchase Verification. Calculation and payment of the allowances earned in this Section for a Period (or any other period of time) shall be based on ARATRACK data; provided, however, that if ARAMARKs accounts payable data show purchases in excess of the purchases shown on ARATRACK data, for any Period (or other period of time), Sysco will calculate and pay the allowances described in this Section on that incremental volume of purchases, as well as the volume shown on ARATRACK data for such Period (or other period of time). For the avoidance of doubt, purchases from an Operating Company of products sold to the Operating Company by a Specialty Company or any other affiliate of Sysco shall be included for purposes of calculating the Allowances.
(g) No Operating Company Variance. No allowances in addition to or greater than those specified in this Section 10 and no pricing varying from the pricing specified in Section 9 shall be applicable or effective without the prior written consent of a corporate officer of Sysco.
11. | ARAMARK PROPRIETARY MERCHANDISE. |
(a) When requested by ARAMARK, Operating Companies selected by ARAMARK will stock ARAMARK Proprietary Merchandise, merchandise bearing a national or regional brand and private label merchandise, provided that (1) the manufacturer of such ARAMARK Proprietary Merchandise or other merchandise has delivered to ARAMARK a warranty and indemnity agreement providing protections
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
18
customarily obtained by ARAMARK, which are extended to Sysco * is able to obtain its standard Hold Harmless Agreement and Guaranty Warranty of Product from such manufacturer, and (2) there is a minimum movement of * cases per week for each Operating Company selected by ARAMARK to stock such items. There will be a * grace period to reach the average movement of * cases per week, commencing on the date Sysco notifies ARAMARK that the item is in stock at each Operating Company selected by ARAMARK. Where the distribution business is transitioned from one Operating Company to another, Sysco will * waive, for the Operating Company to which the business is transitioned, the * case movement requirement for ARAMARK Specified Products or ARAMARK Proprietary Merchandise for any such products where such requirements were met at the transferring Operating Company prior to the transition.
(b) ARAMARK Proprietary Merchandise that has been discontinued by ARAMARK will be the responsibility of ARAMARK to deplete from inventories of Operating Companies within * days. ARAMARK will be responsible to deplete perishable items within * days.
(c) The term ARAMARK Proprietary Merchandise is defined as only those products purchased at the direction of ARAMARK exclusively for ARAMARK lines of business, manufactured and packaged with the ARAMARK logo or other mark proprietary to ARAMARK.
12. | PAYMENT TERMS. |
(a) ARAMARK will pay invoices under this Agreement within * days after the date of invoice. Sysco will pay ARAMARK a prompt payment allowance of * on all purchases paid within * days after the date of invoice; provided that for any Period, at least * of the total dollar amount of invoices from Sysco and the Operating Companies are paid within * days after the invoice date (the * Test). If for any Period, the * Test is not met, Sysco will pay the prompt payment allowance only for those invoices which were paid within * days after their dates. Sysco will pay ARAMARK the prompt payment allowance earned in each Period by *. The payment terms in this Section will apply to any arrangement where Sysco has bid to provide distribution services to a third party, as described in Section 8(a). *
(b) Each Account will be offered credit terms commensurate with its credit worthiness as determined by the delivering Operating Company * following (i) submission of a * and such * other information specified by the delivering Operating Company, (ii) written approval of the * submitted by such Account, and (iii) written designation of payment terms for such Account. For the avoidance of doubt, ARAMARK is not *; provided, however, that ARAMARK will * Sysco in the * from such Account * under this Agreement.
13. | INVOICING. |
(a) Each Operating Company invoice will be addressed to ARAMARK Services, Inc. in care of the components name and address, and will include the correct
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
19
Component number and the Operating Companys supplier number (as designated by ARAMARK) for payment.
(b) Monthly price changes for all products (other than Market Commodity Products) in the product categories listed in Section 2(a) will become effective with the commencement of each Period. Weekly price changes for Market Commodity Products will become effective on the days, and will remain in effect for the periods, identified in Exhibit A.
(c) Sysco will make available Order Guides and an Order Entry System as provided in Sections 3(b), 5(a) and 6(b). As SYSCO provides or ARAMARK orders new products, such products must conform to ARAMARKs account codes. Operating Companies will identify on each invoice subtotals of products purchased comporting to ARAMARKs accounting format, which upon request, will be provided to Sysco for distribution to Operating Companies.
14. | AUDIT. |
(a) Upon 15 business days prior written notice to Sysco and an Operating Company, ARAMARK may conduct an audit (including verification of such Operating Companys costs and prices) of any or all Operating Companies, as more fully provided in this Section. ARAMARKs notice to Sysco will state:
(1) The Operating Company or companies subject to the audit.
(2) The date, time and place of audit.
(3) The dates of the pricing periods to be audited.
(4) The items to be audited (including without limitation, appropriate computer screens).
(b) ARAMARK will audit * for a period not to exceed * months prior to the date the audit commences (collectively, the Audit Documents). Items to be audited will not exceed * line items, whether or not listed items in Syscos Order Guides.
(c) At the time of the audit, ARAMARK will have access to the Audit Documents for all items being audited. *
(d) In addition to the Audit Documents, Sysco will make available * prior to the date on which Syscos cost and the price of a product is established. Sysco will also make available* for the dates and pricing periods for which prices established by Sysco or any Operating Company are to be audited. *
(e) Sysco also agrees that, upon notification of an audit, each Operating Company which is the subject of the audit will utilize ARAMARKs format if requested to do so. An example of ARAMARKs format is attached as Exhibit F. If, on the second audit, (1) such Operating Company does not utilize ARAMARKs audit format and
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
20
procedures or does not provide reports or other documents requested by ARAMARK, or (2) *. ARAMARK reserves the right to re-audit, at its discretion, where audit results are unsatisfactory. In that event, ARAMARK may review invoices and freight bills issued an additional * prior to the audit period if such documentation is available. Furthermore, ARAMARK may review additional line items and additional materials, which will be provided by Sysco upon ARAMARKs request. *
15. | INSURANCE AND INDEMNITY. |
(a) Sysco and each Operating Company will obtain and continue in force, during the term of this Agreement, at their own expense, the following insurance coverage:
(1) Workers Compensation Insurance and Occupational Disease Insurance as required by the laws of the state or states wherein the work is to be performed.
(2) Employers Liability Insurance, with limits of at least $100,000 each claim.
(3) Comprehensive Automobile Liability Insurance with limits on Bodily Injury Liability of $100,000 each person, $1,000,000 each accident and Property Damage Liability of $500,000 each accident, $500,000 aggregate.
(4) Comprehensive General Liability Insurance, including Operations, Product Liability and Contractual Liability coverage, with limits on Bodily Injury and Personal Injury Liability of $1,000,000 each occurrence, $2,000,000 aggregate and Property Damage Liability of $500,000 each occurrence, $500,000 aggregate.
(b) Sysco and each Operating Company will purchase, obtain and maintain insurance policies providing the above-required coverage from qualified insurance companies rated by A. M. Best Company, Inc. (or any successor rating agency similarly recognized by the insurance industry) (the Rating Agency) in one of the three highest categories of the Rating Agency. Each insurance policy will name ARAMARK, ARAMARK Corporation and their subsidiaries as additional insured, will not contain any cross-liability exclusions and will not be cancelled or materially changed without thirty (30) days prior written notice to ARAMARK. Such insurance may be provided in the form of blanket policies covering Sysco and all of its operating divisions and subsidiaries, including without limitation, Operating Companies. Within 30 days after the date hereof, Sysco will obtain and deliver to ARAMARK certificates of insurance evidencing the coverage required above. If any insurer from which Sysco or an Operating Company obtains the above-required insurance coverage ceases to be rated in one of the three highest categories of the Rating Agency, Sysco or the Operating Company, as the case may be, will obtain, at the time of renewal of such policy or policies, coverage from another qualified insurance company rated in one of such categories, and within thirty 30 days after obtaining such replacement coverage, will deliver to ARAMARK certificates of insurance evidencing the replacement coverage.
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
21
(c) Sysco will defend, indemnify and hold ARAMARK harmless from all costs, liabilities or other obligations arising out of (1) the performance of this Agreement by Sysco or any Operating Company, or (2) any product supplied under this Agreement by Sysco or any Operating Company, except to the extent such costs, liabilities or other obligations are caused by the negligence or willful misconduct of ARAMARK, ARAMARK Services, Inc., or their respective agents or employees or the agents or employees of entities or persons owning or controlling Components. ARAMARK shall promptly notify Sysco of all Claims provided that failure to promptly notify Sysco shall not affect Syscos obligation except to the extent Syscos ability to defend the Claim is impaired. Promptly upon notification of a Claim by ARAMARK, Sysco shall assume and be entitled to control the defense of such Claim with counsel selected by Sysco and reasonably acceptable to ARAMARK. ARAMARK may participate in the defense of any Claim with counsel of its own choosing at ARAMARKs expense.
16. | PROCEDURES MANUAL. |
On February 1, 2012 and every anniversary of such date during the Term Sysco will prepare and supply each Component, and each Operating Company, at no cost to ARAMARK or any ARAMARK Component, with a detailed policies and procedures manual consistent with this Agreement and identifying and explaining all procedures, delivery schedules, credit memos, etc. Such procedures manual may be the existing manual used by Sysco and ARAMARK, with such changes as Sysco and ARAMARK deems necessary and appropriate to make, and any such changes will be subject to ARAMARKs approval.
17. | MINORITY-OWNED AND WOMEN-OWNED SUPPLIERS. |
It is the policy of both ARAMARK and Sysco to encourage the interest of minority and women-owned businesses. Sysco represents and warrants that to the best of Syscos knowledge, set forth on Exhibit G attached hereto is a true, correct and complete list of minority-owned and women-owned suppliers from which Sysco operating companies are purchasing on the date hereof, compiled based on information from Syscos suppliers. If requested, Sysco will provide ARAMARK, at no cost to ARAMARK, information regarding the purchases of the minority-owned or women-owned suppliers products by Components by Operating Company. Sysco will notify ARAMARK on a quarterly basis of additions or deletions to Exhibit G attached hereto.
18. | COMPLIANCE WITH LAWS AND STANDARDS. |
(a) In performing this Agreement, Sysco shall comply, and shall cause the Operating Companies to comply, with all applicable Federal, State and local laws, regulations, rules, ordinances, orders and other legal requirements (Laws), including without limitation, the Federal Consumer Products Safety Act, the Fair Labor Standards Act, the Hazardous Substance Act, the Occupational Safety and Health Act of 1970, as amended, and all Federal or State environmental Laws. Sysco shall also comply, and shall cause the Operating Companies to comply, with ARAMARKs food safety standards set forth on Exhibit I, as applicable to each Operating Company. Sysco shall
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
22
cause its suppliers of SYSCO® brand products (including the Specialty Companies) to adhere to such standards, as are applicable to such suppliers of such products. Such standards may be revised at any time and from time to time by ARAMARK, and unless otherwise agreed, shall be effective upon receipt thereof by Sysco.
(b) Food safety is of paramount important to ARAMARK and Sysco and the ultimate consumer. To that end, Sysco had developed stringent standards for the production and packaging of ground beef and ground veal (the Sysco Ground Beef Safety Standards), a copy of which is attached hereto as Exhibit J. In order to adequately protect Sysco, ARAMARK and the Components from potential food safety issues relating to the production of ground beef and the ultimate consumer, Sysco shall not be obligated to utilize any supplier of ground beef which does not meet the Sysco Ground Beef Safety Standards, whether or not the ground beef supplied by such supplier has been designated by ARAMARK as ARAMARK Proprietary Merchandise or a special order product.
19. | MISCELLANEOUS PROVISIONS. |
(a) Sysco represents and warrants that it has full right, power and authority to enter into this Agreement and to perform, and to cause each Operating Company to perform, all of the terms and conditions of this Agreement on its or their respective parts to be performed.
(b) ARAMARK represents and warrants that it has full right, power and authority to enter into this Agreement and to perform, and to cause affiliated Components to perform, all of the terms and conditions of this Agreement on its or their respective parts to be performed.
(c) Any information supplied by either party to this Agreement to the other party, including without limitation, client information and purchasing specifications will be considered confidential and will not be disclosed to any third party and will not be used by either party to this Agreement for any reason other than to fulfill the terms of this Agreement. Any party required by law or legal process to disclose any of such confidential information will notify the other as far in advance of such required disclosure as is reasonably feasible. Sysco will disclose this Agreement to the Operating Companies, each of which, by providing service under this Agreement, shall be deemed to have agreed to perform all terms and conditions of this Agreement, including without limitation, this provision on confidentiality.
(d) This Agreement will not apply to any purchases made by or on behalf of any ARAMARK components from any Operating Companies, including without limitation, any Components which are federal, state or local governmental agencies or instrumentalities, if in the written opinion of counsel to Sysco or counsel to ARAMARK, the application of this Agreement would violate any federal, state or local law or regulation. In that event, for those Components and Operating Companies, this Agreement will apply and be enforceable to the maximum extent permitted by such law or regulation, as determined by counsel to Sysco and counsel to ARAMARK. For all
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
23
other Components and Operating Companies, this Agreement will remain in full force and effect.
(e) All notices required or permitted to be given under this Agreement by ARAMARK to Sysco, or by Sysco or any Operating Company to ARAMARK, will be in writing signed by the notifying party and will be either hand delivered, delivered by a nationally recognized overnight courier service such as Federal Express or UPS, or deposited in the U. S. certified or registered mail, postage prepaid, return receipt requested addressed as follows:
To ARAMARK: | To Sysco: | |
ARAMARK Food and Support Services Group, Inc. 22nd Fl. 1101 Market Street, ARAMARK Tower Philadelphia, PA 19107 ATTN: Charlie Lousignont Vice President, Supply Chain |
Sysco Corporation 1390 Enclave Parkway Houston, TX 77077 ATTN: Executive Vice President, Multi-Unit Sales
With required copies to: Sysco Corporation 1390 Enclave Parkway Houston, TX 77077 ATTN: General Counsel |
or to such other addresses as the parties may direct notice given as herein provided. All notices given by Sysco or any Operating Company to any Component will be in writing, and will be signed and given in the manner provided above, to the Components address, ATTN: Manager, with a copy to ARAMARK. Notices may be transmitted electronically if followed by a confirming written notice given as provided above. Notices will be deemed given when hand delivered, or when received as evidenced by the return receipt or the date notice is first refused if that be the case.
(f) No waiver of any breach or default of this Agreement will constitute a waiver of any other or further breach or default hereof. This Agreement will be governed by the law of Pennsylvania, without regard to its choice or conflicts of law rules. The parties hereby waive any objection that venue in Philadelphia, Pennsylvania is improper or inconvenient.
(g) This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous agreements, writings and other undertakings between on the one hand, Sysco and its subsidiary or affiliated companies, including without limitation, the Operating Companies, and on the other hand, ARAMARK and its lines of business and their components. All Exhibits attached hereto are incorporated herein by reference. This Agreement may not be amended, altered or otherwise modified including amendments, alterations or modifications relating to any specific Operating Company, except in a writing signed by a corporate officer of Sysco and a corporate officer of ARAMARK.
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
24
(h) In order to enable Sysco to evaluate ARAMARKs credit terms and to monitor ARAMARKs financial condition, ARAMARK will supply to Sysco quarterly and annual financial statements of ARAMARK Corporation and its subsidiaries on a consolidated basis consisting of an income statement, balance sheet and statement of cash flow. Sysco may request such further financial information from ARAMARK from time to time, sufficient, in Syscos reasonable judgment, to enable Sysco to accurately assess such ARAMARKs financial condition. As long as ARAMARK or its corporate parent makes periodic reporting with the United States Securities and Exchange Commission (SEC) and such reporting is current (with permitted extensions) and in compliance with applicable law and SEC regulations, the requirements of this paragraph 19(h) shall be deemed satisfied.
(Remainder of page intentionally left blank)
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
25
(i) *
IN WITNESS WHEREOF, the undersigned duly authorized officers of Sysco and ARAMARK have hereunto set their hands and seals on the date first above written.
SYSCO CORPORATION | ARAMARK FOOD AND SUPPORT SERVICES GROUP, INC. | |||||||
By: | /s/ G. KENT HUMPHRIES |
By: | /s/ JOHN M. OROBONO | |||||
Name: | G. Kent Humphries |
Name: | John M. Orobono | |||||
Title: | Senior Vice President, Contract Sales | Title: | Senior Vice President, Supply Chain Management |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
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EXHIBIT A
To
Amended and Restated Master Distribution Agreement
Dated as of November 25, 2006
Products and Margins List
This Exhibit A identifies each product whose margin is identified as * and whose selling price is calculated by adding * to SYSCOs cost of the participating SYSCO operating company which delivers the product.
This Exhibit A also identifies whether those products are Market Commodity Products, whose selling prices are calculated weekly and hence, listed in a weekly price order guide, or whether those products selling prices are calculated on a monthly basis, and hence listed in a monthly price order guide.
Category 1 Healthcare
All categories @ *
Category 2 Dairy
All Dairy products (inclusive of butter alternatives, refrigerated and frozen egg products, cream cheese, ricotta cheese, cottage cheese, cheese food, imitation cheese, dry Parmesan and Romano shaker cheese, and substitute cheese) are priced at a margin of * weekly with the exception of all shell eggs, which will be priced at a margin of * and the following Sysco intermediate/minor product categories which will be priced at a margin of *.
* | * | * | * | * | * | |||||||
02 |
BUTTER | ALL | ||||||||||
04 |
CHEESE | 01 | PROC AMER CHEES | ALL | ||||||||
04 |
CHEESE | 02 | PROCESSED CHEES | ALL | ||||||||
04 |
CHEESE | 04 | GRATED CHEESE | ALL | ||||||||
04 |
CHEESE | 08 | CHEESE NATURAL | ALL | ||||||||
04 |
CHEESE | 11 | CHS CUBES/STICK | ALL | ||||||||
04 |
CHEESE | 14 | SHRD/DICED CHSE | ALL |
The Sell Price of fluid dairy products, including without limitation refrigerated and UHT milk, delivered to Components where applicable state law prescribes the manner of determining the sales price for such Products shall, notwithstanding anything to the contrary elsewhere in this Agreement, be determined in accordance with such applicable law.
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
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Category 3 Meats
All categories except * Weekly
* Time of Sale
Category 4 Seafood
All categories @ * Weekly
Exceptions
| Fresh Fin Fish * Time of Sale |
| Fresh Shellfish (Shrimp: Raw & Processed, Crab, Non-Imitation Crabmeat, Clams, Lobster, Crawfish and other shellfish under * |
| Frozen Shellfish (Shrimp: Raw & Processed, Crab, Non-Imitation Crabmeat, Clams, Lobster, Crawfish and other shellfish under * Weekly |
Category 5 Poultry
All categories @ *
Exceptions: the following Sysco intermediate/minor product categories will be priced at *:
* | * | * | * | * | * | |||||
01 |
POULTRY FRESH | ALL | ||||||||
02 |
POULTRY FROZEN | 01 | CHICKEN FROZEN | 01 | RAW IQF BONE-IN | |||||
02 |
POULTRY FROZEN | 01 | CHICKEN FROZEN | 06 | RAW PARTS BLK W | |||||
02 |
POULTRY FROZEN | 01 | CHICKEN FROZEN | 07 | BK RAW BNLS THG | |||||
02 |
POULTRY FROZEN | 01 | CHICKEN FROZEN | 08 | BK RAW BNLS BRS | |||||
02 |
POULTRY FROZEN | 01 | CHICKEN FROZEN | 09 | PRTN CNTRL BRST | |||||
02 |
POULTRY FROZEN | 01 | CHICKEN FROZEN | 11 | WHOLE | |||||
02 |
POULTRY FROZEN | 01 | CHICKEN FROZEN | 99 | MISC. | |||||
02 |
POULTRY FROZEN | 02 | TURKEY FROZEN | 01 | RAW WHOLE BODY | |||||
02 |
POULTRY FROZEN | 02 | TURKEY FROZEN | 02 | RAW B/I BRST | |||||
02 |
POULTRY FROZEN | 02 | TURKEY FROZEN | 03 | RAW TRKY RST SY | |||||
02 |
POULTRY FROZEN | 02 | TURKEY FROZEN | 04 | RAW BRST RST SY | |||||
02 |
POULTRY FROZEN | 02 | TURKEY FROZEN | 05 | GRND TRKY SYS | |||||
02 |
POULTRY FROZEN | 02 | TURKEY FROZEN | 07 | RAW TRKY RST PK | |||||
02 |
POULTRY FROZEN | 02 | TURKEY FROZEN | 08 | RAW GRND TRKY P | |||||
02 |
POULTRY FROZEN | 02 | TURKEY FROZEN | 09 | RAW MISC | |||||
02 |
POULTRY FROZEN | 02 | TURKEY FROZEN | 11 | PRCKD ROLLS SYS | |||||
02 |
POULTRY FROZEN | 02 | TURKEY FROZEN | 12 | PRCKD CURED SYS | |||||
02 |
POULTRY FROZEN | 02 | TURKEY FROZEN | 13 | PRCKD ROLLS PKR | |||||
02 |
POULTRY FROZEN | 02 | TURKEY FROZEN | 14 | PRCKD CURED PKR | |||||
02 |
POULTRY FROZEN | 02 | TURKEY FROZEN | 15 | PRCKD TRKY PKR | |||||
02 |
POULTRY FROZEN | 02 | TURKEY FROZEN | 99 | MISC. | |||||
02 |
POULTRY FROZEN | 03 | DUCK FROZEN | 01 | RAW WHOLE BODY | |||||
02 |
POULTRY FROZEN | 03 | DUCK FROZEN | 02 | RAW BRSTS PARTS | |||||
02 |
POULTRY FROZEN | 03 | DUCK FROZEN | 03 | PRE-COOKED | |||||
02 |
POULTRY FROZEN | 03 | DUCK FROZEN | 05 | SPECIALTY DUCK | |||||
02 |
POULTRY FROZEN | 04 | COOKED CKH MEAT | ALL | ALL |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
28
02 |
POULTRY FROZEN | 05 | COOKD TRKY MEAT | ALL | ALL | |||||
02 |
POULTRY FROZEN | 06 | QUAIL FROZEN | ALL | ALL | |||||
02 |
POULTRY FROZEN | 07 | PHEASANT FROZEN | ALL | ALL | |||||
02 |
POULTRY FROZEN | 08 | GEESE | ALL | ALL | |||||
02 |
POULTRY FROZEN | 09 | WILD GAME | ALL | ALL | |||||
02 |
POULTRY FROZEN | 10 | CORNISH HENS | ALL | ALL |
Category 6 Frozen
All categories @ * User Defined
Category 7 Canned & Dry
All categories @ * - User Defined
Category 8 Disposables
All categories @ * - User Defined
Category 9 Chemicals
All categories @ * - User Defined
* Exception
| * contract pricing based on the designated * contract. Any deviations for a component to not be on the ARAMARK contract whether directed from * or ARAMARK needs to be agreed upon in writing by ARAMARK. |
Category 10 Supplies & Equipment
All categories @ *- User Defined
Exception
| All canned fuel, candles, lighters, lamp fuel and like items (10/14/12 and 10/14/23) * - User Defined |
| All disposable insulated dinner lids (10/16/30/31 and 10/16/30/35) * - User Defined |
| All disposable exam gloves vinyl, powdered, powder-free, etc * - User Defined |
| All cleaning supplies brooms (10/51/6), brushes (10/51/8), cleaning supplies (10/51/12), disposable rubber gloves (10/51/27), mops (10/51/52), mop bucket wringer (10/51/54), squeegees (10/51/75), and vacuums/sweepers (10/51/67)* - User Defined |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
29
Category 11 Produce
All categories @ * Weekly
Produce prices based on the following criteria .
Produce * cases (11/1, 11/2) |
* Per *- Daily | |
Produce cases with a cost base up to * (11/1, 11/2) |
* Per Case - Daily | |
Produce cases with a cost base over * (11/1, 11/2) |
* Per Case - * | |
* (11/3/3) |
* - Time Of Sale | |
* (11/5) |
* - Time Of Sale | |
* (11/4) |
* - Time Of Sale | |
Refrigerated * products (11/3/4) |
* - User Defined | |
Refrigerated * (11/6) |
* - User Defined | |
Refrigerated * packed in * (11/3/1 and 11/6/2) |
* - User Defined | |
Refrigerated * packed with no * |
* Per Case - * | |
Refrigerated * (11/7) |
* - User Defined |
Category 12 Beverage
All priced at * User Defined with the following exceptions. All * apply unless ARAMARK has * with that *.
Ground and Whole Bean Coffee (12/1) |
* - User Defined | |
Frozen Liquid Coffee (12/1/2/5) |
* - User Defined | |
Vending Coffee (12/1/2/6) |
* - User Defined | |
Java City Coffee products |
* - User Defined | |
* Coffee products are priced based on the contract agreement between ARAMARK and * |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
30
EXHIBIT A-1
To
Amended and Restated Master Distribution Agreement
Dated as of November 25, 2006
Form of * Agreement
* AGREEMENT
This * Agreement is entered into as of the day of , 20 , by and between * (the * Locations) and Sysco , [Inc.][LLC], Sysco , (the Operating Company) on behalf of Sysco Corporation and certain of its operating subsidiaries and affiliated companies (individually, an Operating Company and collectively, Operating Companies), which together with Sysco Corporation, are referred to collectively as Sysco, that are approved to provide distribution services to * through, ARAMARK Food and Support Services, LLC, or any of its affiliates (ARAMARK).
Recitals
A. * the ARAMARK desire that Sysco provide distribution services to the Subject Locations under substantially similar terms and conditions as set forth in the Amended and Restated Master Distribution Agreement entered into by and between Sysco and ARAMARK dated as of November 26, 2006 (the Distribution Agreement), as modified by any location specific terms set forth in Exhibit B attached hereto and incorporated by reference in this Agreement (Location Specific Terms).
B. Sysco, as a condition to providing distribution services to the Subject Locations, requires that * execute this Agreement, evidencing * agreement to the product pricing and service terms and conditions of the Distribution Agreement, as modified and/or supplemented by the Location Specific Terms. All capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them under the Distribution Agreement.
Therefore, in consideration of the premises and the mutual covenants, the sufficiency of which is acknowledged by them, the * and Operating Company agree as follows:
1. Binding Nature of Distribution Agreement. By his/her/its signature below, * specifically acknowledges and agrees: (A) that the distribution services that Sysco provides to the Subject Locations shall be subject to the terms and conditions of the Distribution Agreement, as the same may be modified upon agreement by and between Sysco and ARAMARK from time to time, pursuant to its terms, and further subject to the Location Specific Terms; and (B) to be bound by any adjustments in the pricing terms permitted under the Distribution Agreement and/or negotiated and agreed to by ARAMARK.
2. Pricing. * specifically acknowledges and agrees that the sell price of Products distributed to the Subject Locations (the Sell Price) is *.
3. Merchandising Services. * specifically recognizes and agrees that Sysco and Operating Companies perform value-added services for suppliers of SYSCO® brand and other products over and above procurement activities typically provided. These value-added services include regional and national marketing, freight management, consolidated warehousing, quality assurance and performance-based marketing. Sysco may recover the costs of providing these services and may also be compensated for these services and considers this compensation to be earned income. Such cost recovery or earned income does not reduce the Sell Price of Products and is retained by Sysco.
4. Delivery and Credit Terms. Delivery frequencies and other supplemental and/or modified terms applicable to the Subject Locations are set forth in the Location Specific Terms or, if not addressed therein, shall be same as set forth in the Distribution Agreement. *
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
31
5. Financial Reports. The continuing creditworthiness of * is of central importance to Operating Company and Sysco. In order to enable the Operating Company to monitor * financial condition, * will, if requested by Operating Company, supply quarterly and annual financial statements to the Operating Company consisting of an income statement, balance sheet and statement of cash flow. Operating Company may request and * will provide such further financial information from time to time, sufficient, in Operating Companys judgment, to enable it to accurately assess * financial condition.
6. Termination/Delivery Stoppage.
(a) This Agreement and Syscos obligation to provide distribution services to the Subject Locations may be terminated:
(i) By Sysco upon the termination of the Distribution Agreement, or by reason of the circumstances permitting termination of the Distribution Agreement, even if not exercised, by Sysco;
(ii) By * upon the termination of * agreement with ARAMARK;
(iii) By either party, upon thirty (30) days prior written notice to the other party, if the other party breaches the terms and conditions of this Agreement and fails to cure such breach within such period; provided that the breaching party is not entitled to an opportunity to cure in the event of a reoccurrence of the same or similar breach within any twelve (12) month period;
(iv) By either Party, if the other Party its adjudicated insolvent by any court or tribunal, or files a voluntary petition in bankruptcy, or enters into an arrangement with its creditors or applies for or consents to the appointment of a receiver or trustee of itself or its property, or makes an assignment for the benefit of creditors or suffers or permits the entry of an order adjudicating it to be bankrupt or insolvent or appointing a receiver or trustee of itself or its property, in which event no notice to the defaulting Party shall be required and this Agreement shall immediately terminate;
(v) By either Party, if the other Party permits or suffers an involuntary petition in bankruptcy filed against it to remain undischarged or stayed for a period of twenty (20) days in which event no notice to the other Party shall be required and this Agreement shall immediately terminate;
(vi) By Operating Company, upon written notice to * if * financial position deteriorates materially as determined by Operating Company in its sole judgment, or Operating Company becomes aware of circumstances that, in Operating Companys sole judgment, materially impacts * ability to meet its financial obligation under this Agreement; or
(vii) By *, upon ninety (90) days prior written notice to Sysco.
Absent such earlier termination, this Agreement shall remain in full force and effect until the expiration of the Distribution Agreement.
(b) In the event * fails to pay for any Products delivered to any Subject Locations within the approved payment terms established pursuant to this Agreement * or if any of the events in clauses (iv), (v) or (vi) above occur with respect to *, Operating Company, upon two (2) days written notice to * and ARAMARK, shall be * until Operating Company receives payment in full of the Sell Price with respect to such Products and any finance or late charges permitted under the * Credit Application. In addition, in the event that * fails to timely pay for Products delivered to any of the Subject Locations or upon the occurrence of any of the events described in clauses (iv), (v) or (vi) above with respect to *, Operating Company*.
7. Release. * agrees that Operating Companys ability to perform distribution services for Operator under this Agreement is expressly contingent upon ARAMARKs approval for it to do so. Accordingly, * hereby releases Operating Company, Sysco, it affiliates, and each of their respective officers, employees, and directors from any and all losses, damages, or claims (Claims) that * may have
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
32
or suffer as a result of (i) Operating Companys discontinuance of services to * as a result of express instructions from ARAMARK to cease such services or the termination of the Distribution Agreement and (ii) Syscos sharing of information with ARAMARK concerning purchases by *, including, without limitation, * payment histories, and other similar matters relating to * relationship with ARAMARK. * further releases Sysco from any Claims arising from Syscos payment of allowances or other compensation to ARAMARK or its designee, based, in whole or in part, upon sales of Product to *.
8. Waiver of Jury Trial. * affirmatively waives its right to jury trial with respect to any disputes, claims or controversies of any kind whatsoever under this Agreement or the Distribution Agreement.
Effective as of the date first above written.
* | OPERATING COMPANY | |||||||||
|
Sysco , [Inc.][LLC] | |||||||||
By: |
|
By: |
| |||||||
Name: |
|
Name: |
| |||||||
Title: |
|
Title: |
|
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
33
EXHIBIT B
To
Amended and Restated Master Distribution Agreement
Dated as of November 25, 2006
Primary Distributors List
Operating Company |
Address |
City | ST | Zip Code |
Weekly Pricing Set On: |
Weekly Pricing Held For: | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
34
Operating Company |
Address |
City | ST | Zip Code |
Weekly Pricing Set On: |
Weekly Pricing Held For: | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * | ||||||
* |
* | * | * | * | * | * |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
35
EXHIBIT C
To
Amended and Restated Master Distribution Agreement
Dated as of November 25, 2006
* Fee
A * fee will be added to each * invoice. The * fee will be determined using the matrix below and will be based upon * published in * for * (the * Index Value), which does not include any *.
(a) Quarterly Average * Index Value |
(b) Fee Per * | |
* |
* | |
* |
* | |
* |
* | |
* |
* | |
* |
* | |
* |
* | |
* |
* |
The average of the * Index Values in each calendar quarter will be calculated for the first two months of the quarter (the Quarterly Average). The Quarterly Average will be referenced to the table to determine the applicable * fee. Sysco will contact ARAMARK fifteen (15) days prior to the beginning of the subsequent quarter to review the proposed change to the * fee. The first such adjustment, if any, shall become effective July 2, 2011. Although the chart above stops at a specified level of * Index Value, the * adjustment continues indefinitely with * increasing by * for every increase of * in the * Index Value.
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
36
EXHIBIT D
To
Amended and Restated Master Distribution Agreement
Dated as of November 25, 2006
Sysco Performance Allowance
As set forth in Section 10(c), Sysco will pay the Performance Allowance to ARAMARK, based on purchases of SYSCO® brand products. SYSCO® brand products are all products bearing trademarks or tradenames which are owned by Sysco Corporation (or one of its affiliates) or which are exclusively available in the foodservice industry to Sysco.
The trademarks and tradenames owned or exclusively available to Sysco as of December 1, 2010 are set forth on the following page. Modifications to the listing set forth on the following page shall be automatically applied as new trademarks and tradenames are developed and existing trademarks and tradenames are discontinued.
Calculation and Payment:
* Payment: SYSCO will pay a * Performance Allowance to ARAMARK based on purchases of SYSCO brand Products in an amount equal to * of total purchases of SYSCO brand Products.
Payment in excess of * Payment: If total purchases of SYSCO brand Products are more than (i) * of ARAMARKs total purchases of Products from SYSCO or (ii) *, then SYSCO shall pay to ARAMARK a Performance Allowance equal to the amount calculated pursuant to the following table:
SYSCO® brand purchases (as % of total purchases from Sysco) |
SYSCO® brand purchases (in dollars) |
Allowance Amount (as % of total SYSCO® brand purchases) |
||||||||
* |
or | $ | * | * | % | |||||
* |
or | $ | * | * | % | |||||
* |
or | $ | * | * | % | |||||
* |
or | $ | * | * | % | |||||
* |
or | $ | * | * | % | |||||
* |
or | $ | * | * | % | |||||
* |
or | $ | * | * | % | |||||
* |
or | $ | * | * | % | |||||
* |
or | $ | * | * | % | |||||
* |
or | $ | * | * | % | |||||
* |
or | $ | * | * | % | |||||
Over * |
or | over $ | * | * | % |
The Performance Allowance will be paid to ARAMARK monthly from Syscos corporate office.
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
37
EXHIBIT E
To
Amended and Restated Master Distribution Agreement
Dated as of November 25, 2006
*
Item Number | Item Description | Pack/Size | ||
2077857 |
APPLE GIFTPACK FRESH | 1 / 10 LB | ||
9030156 |
CUPCAKE CHOC MINI W/SPKLS | 18 / 12 PK | ||
9030131 |
CUPCAKE YEL W/ JIMMIES | 12 / 6 PK | ||
1231034 |
EGGROLL SKIN FRESH | 12 / 1 LB | ||
7137318 |
EGGROLL SKIN WRPR | 12 / 16OZ | ||
7930498 |
KIT WITH AUTUMN DECORATIONS | 1 / 40 LB | ||
7990765 |
MILK RICE DREAM ORIG | 12 / 32 OZ | ||
8738890 |
NOODLE CHINESE EGG | 1 / 5 LB | ||
6190235 |
POTATO MASHED SWEET | 4 / 5LB | ||
5286091 |
POTATO RUSSET GRLC MASHED | 4 / 6LB | ||
2725331 |
SALAD CHICKEN LFAT | 2 / 5LB | ||
9069204 |
SALAD COLESLAW MOMS OLD FASH | 2 / 10# | ||
9069287 |
SALAD CUCUMBER & SOUR DRSSNG | 1 / 10# | ||
1158617 |
SALAD MUSHROOM BUTTON MARN | 1 / 10 LB | ||
4913042 |
SALAD PASTA GREEK FETA | 2 / 5 LB | ||
5391115 |
SALAD POTATO DICED W/EGG | 3 / 8LB | ||
9069295 |
SALAD POTATO MUST W/EGG MOMS | 2 / 10# | ||
1060334 |
SALAD POTATO RED & EGG | 2 / 5 LB | ||
1034594 |
SALAD POTATO REGULAR | 3 / 8 LB | ||
6051601 |
SALAD SEAFOOD DELI-STYLE | 2 / 5 LB | ||
5141817 |
SALAD TORTELLINI POMODORO | 2 / 5LB | ||
5247903 |
SALAD TORTELLINI TRICOLOR | |||
9194515 |
SALSA BASE FRESH | 1 / 17.5LB | ||
5806336 |
SALSA CHIPOTLE | 2 / 1 GAL | ||
4737821 |
SALSA FRESCA FRSH | 2 / 4 LB | ||
2392652 |
SALSA FRESH | 4 / 4.5 LB | ||
5476510 |
SALSA FRESH | 4 / 1 GAL | ||
5833710 |
SALSA FRESH | 2 / 5LB | ||
2848760 |
SALSA FRESH MEDUIM | 2 / 1GAL | ||
5901871 |
SALSA FRESH MRGRTA | 2 / 5 LB | ||
2138303 |
SALSA MED ALL FRESH | 4 / 5 LB | ||
8493090 |
SALSA MEDIUM | 2 / 1 GAL | ||
9148842 |
SALSA MILD | 4 / 1 GAL | ||
1672518 |
SALSA MILD FRESH | 6 / 4 LB | ||
5612643 |
SALSA PICO DE GALLO | 2 / 3.5 LB | ||
7226319 |
SALSA RED ORIG FRSH | 3 / 8LB | ||
7104680 |
SAMPLE PRODUCE | 1 / EACH | ||
1326628 |
SAUCE BURRITO WET REF | 4 / 1 GAL | ||
6292528 |
SOUP PASTA FAGIOLI | 2 / 8 LB |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
38
7127061 |
SPREAD GARLIC | 6 / 32 OZ | ||
7826621 |
SPREAD GARLIC NON-WHIPPED | 6 / 4 LB | ||
8156788 |
TORTILLA CHILI CHIPOTLE WRAP | 6 / 12 CT | ||
5700513 |
TORTILLA CORN 6 IN 6 OZ. | 8 / 60 CT | ||
5701222 |
TORTILLA CORN WHT 6 IN 7 OZ | 6 / 72 CT | ||
5700471 |
TORTILLA CORN WHT. 6 IN 12 OZ. | 6 / 48 CT | ||
5700463 |
TORTILLA CORN WHT.6 IN 10 OZ. | 8 / 60 CT | ||
5700620 |
TORTILLA CORN YEL.6 IN 7 OZ. | 6 / 72 CT | ||
5700703 |
TORTILLA FLOUR 10 IN 28 OZ | 4 / 36 CT | ||
5700281 |
TORTILLA FLOUR 10 IN. | 6 / 36 CT | ||
5700737 |
TORTILLA FLOUR 12 IN PRSSD | 2 / 12 CT | ||
2943322 |
TORTILLA FLOUR 12 PRSSD | 6 / 24 CT | ||
8157729 |
TORTILLA FLOUR 12IN 36OZ PR | 12 / 12CT | ||
5496534 |
TORTILLA FLOUR 14 IN 48OZ | 12 / 12 CT | ||
5496542 |
TORTILLA FLOUR 6 IN 14OZ | 8 / 36 CT | ||
5700752 |
TORTILLA FLOUR 6 IN A/V | 8 / 36 CT | ||
5700653 |
TORTILLA FLOUR 8 IN PRSSD | 8 / 36 CT | ||
6303317 |
TORTILLA FLOUR 8 HAND STRET | 8 / 36 CT | ||
5700646 |
TORTILLA FLOUR ALL VEG. 8 IN | 8 / 36 CT | ||
8156762 |
TORTILLA SPINACH HERB WRAP 12 | 6 / 12 CT | ||
2315372 |
TREE HLIDY MINI EUROPEAN | 24 / 3 | ||
1732981 |
TREE HOLIDAY MINI | 20 / 4 IN | ||
7121973 |
WONTON SKIN | 12 / 14 OZ |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
39
EXHIBIT F
To
Amended and Restated Master Distribution Agreement
Dated as of November 25, 2006
ARAMARK Form of Audit
PRICE VERIFICATION FORM
DISTRIBUTOR | LOCATION | |
ITEM NO. | ||
FREQUENCY |
ITEM CODE NUMBER:
DESCRIPTION/PACK/SIZE: |
|
|||
* NAME: |
|
* DATE: # / /
* DATE: # / /
* (A): $
*: |
$ | |
* FREIGHT (* ORIGINAL INVOICE): |
$ | |
* ALLOWANCES: |
$ | |
* RECEIVING (INVOICE) COST: |
$ | |
* MARK-UP (* DOLLARS/ CENTS): |
$ | |
* PRICE *: $ |
DIFFERENCE * {OVERCHARGE/(UNDERCHARGE} $
VERIFIED BY: APPROVED BY:
NOTES:
PERFORM FREIGHT CALCULATION
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
40
EXHIBIT G
To
Amended and Restated Master Distribution Agreement
Dated as of November 25, 2006
Sysco Minority and Women-Owned Suppliers
Pay To Vendor Name | Minority Desc | Pay To Vendor Name | Minority Desc | |||
DOSMEN LLC | AFR AMR WOM DIS | K&K GOURMET MEATS | SMALL BUS ONLY | |||
MICHELE FOODS INC | AFR AMR WOM DIS | KABOBS | SMALL BUS ONLY | |||
BROOKS FOOD GROUP | AFR AMR WOMEN | KAEL FOODS | SMALL BUS ONLY | |||
COFFEE TEA & ME | AFR AMR WOMEN | KAISER FOODS | SMALL BUS ONLY | |||
JOY FOODS INC | AFR AMR WOMEN | KAJIKO NURSERY | SMALL BUS ONLY | |||
ANDYS SEASONINGS | AFRICAN AMERICN | KAJUN KETTLE | SMALL BUS ONLY | |||
BALDWIN RICHARDSON FOODS CO | AFRICAN AMERICN | KAJUN KETTLE FOODS INC | SMALL BUS ONLY | |||
BEST CROUTONS LLC | AFRICAN AMERICN | KALMARINE INC | SMALL BUS ONLY | |||
BRIDGE FOODS INC | AFRICAN AMERICN | KAMPS SEED FARM | SMALL BUS ONLY | |||
CECILE & ANNELLS INC | AFRICAN AMERICN | KANGAROO BRANDS | SMALL BUS ONLY | |||
FAIR OAKS FARMS | AFRICAN AMERICN | KAPLAN & ZUBRIN | SMALL BUS ONLY | |||
FORDION PACKAGING LTD | AFRICAN AMERICN | KARGHER CONFECTIONS LTD | SMALL BUS ONLY | |||
GATES & SON | AFRICAN AMERICN | KARMA | SMALL BUS ONLY | |||
GOLDEN KRUST BAKERY | AFRICAN AMERICN | KAROUN DAIRIES INC | SMALL BUS ONLY | |||
H WALKER FOODS | AFRICAN AMERICN | KATZ AMERICAS | SMALL BUS ONLY | |||
KAY CHEMICAL | AFRICAN AMERICN | KAUFHOLDS KURDS | SMALL BUS ONLY | |||
KEN DAVIS PRODUCTS INC | AFRICAN AMERICN | KB PIZZA COMPANY | SMALL BUS ONLY | |||
KING CHEESECAKE COMPANY INC | AFRICAN AMERICN | KD SUPPLY LLC | SMALL BUS ONLY | |||
LIBERTY PACKING | AFRICAN AMERICN | KEITH CONNELL INC | SMALL BUS ONLY | |||
LILLIES OF CHARLESTON | AFRICAN AMERICN | KELLEYS KATCH | SMALL BUS ONLY | |||
OMNI CUSTOM MEATS INC | AFRICAN AMERICN | KELLOGG CANADA INC | SMALL BUS ONLY | |||
QVS INC. | AFRICAN AMERICN | KELLY CORNED BEEF CO | SMALL BUS ONLY | |||
RENAISSANCE MAN INTERNATIONAL | AFRICAN AMERICN | KELLY FOODS INC | SMALL BUS ONLY | |||
SCOTTS JAMAICAN BAKERY | AFRICAN AMERICN | KENDALL CONFECTIONARY | SMALL BUS ONLY | |||
SIMEUS FOODS INTERNATIONAL INC | AFRICAN AMERICN | KENDRICK JOHNSON ASSOC | SMALL BUS ONLY | |||
SOVENA USA | AFRICAN AMERICN | KENNESAW FRUIT AND J | SMALL BUS ONLY | |||
SUPER BAKERY INC | AFRICAN AMERICN | KENNYS GREAT PIES INC | SMALL BUS ONLY | |||
TOWER ISLES | AFRICAN AMERICN | KENS BAKERY | SMALL BUS ONLY | |||
WILLIAM A POWER | AFRICAN AMERICN | KENT CO | SMALL BUS ONLY | |||
FOOD MASTERS INC | ASIAN INDIAN AM | KENT QUALITY FOOD | SMALL BUS ONLY | |||
ME HEUCK CO | ASIAN INDIAN AM | KENT QUALITY FOODS INC | SMALL BUS ONLY | |||
OASIS CO | ASIAN INDIAN AM | KENTUCKY MUSHROOM CO | SMALL BUS ONLY | |||
SINZENARD LLC | ASIAN INDIAN AM | KERNS KITCHEN | SMALL BUS ONLY | |||
TRINITY FRESH | ASIAN INDIAN AM | KETTLE CUISINE INC | SMALL BUS ONLY | |||
ACME FOOD SALES | ASIAN PACIFC AM | KETTLE FOODS | SMALL BUS ONLY | |||
ALLIED POLY INDUSTRIES | ASIAN PACIFC AM | KEY COLONY INC | SMALL BUS ONLY | |||
AQUA STAR | ASIAN PACIFC AM | KEYPORT FOODS LLC | SMALL BUS ONLY | |||
AQUA STAR USA CORP | ASIAN PACIFC AM | KEYS FISHERIES INC | SMALL BUS ONLY | |||
CARRIBEAN FOOD DELIGHTS INC | ASIAN PACIFC AM | KEYSTONE FRUIT MARKETING | SMALL BUS ONLY | |||
CASTLE ROCK MEATS | ASIAN PACIFC AM | KEYSTONE FRUIT MKTG | SMALL BUS ONLY | |||
CHINAMERICA FOOD MFG | ASIAN PACIFC AM | KI DELICIA FOODS | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
41
COAST PRODUCE CO | ASIAN PACIFC AM | KIDSTAR | SMALL BUS ONLY | |||
CODINOS ITALIAN FOODS | ASIAN PACIFC AM | KIM & GARYS ICE CREAM MACHINE | SMALL BUS ONLY | |||
CONCORD INDUSTRIES INC | ASIAN PACIFC AM | KING CREOLE | SMALL BUS ONLY | |||
EHWA FOOD PRODUCTS CO. | ASIAN PACIFC AM | KINGPAK | SMALL BUS ONLY | |||
FOUR IN ONE | ASIAN PACIFC AM | KINGS COMMAND FOODS INC | SMALL BUS ONLY | |||
FOX CONVERTING INC | ASIAN PACIFC AM | KINGS DELIGHT | SMALL BUS ONLY | |||
FRESH ORIGINS | ASIAN PACIFC AM | KINGS PASTRY | SMALL BUS ONLY | |||
GENERAL PRODUCE CO | ASIAN PACIFC AM | KIOLBASSA PROVISION | SMALL BUS ONLY | |||
GET ENTERPRISES | ASIAN PACIFC AM | KITTER CORP | SMALL BUS ONLY | |||
GLOPACK INC | ASIAN PACIFC AM | KLAMATHS BEST MARKETING | SMALL BUS ONLY | |||
GOLDEN ORCHID | ASIAN PACIFC AM | KLEENPAK SYSTEMS | SMALL BUS ONLY | |||
GOLDEN PHEASANT NOODLE | ASIAN PACIFC AM | KLEINS KOSHER PICKLE | SMALL BUS ONLY | |||
GOLDEN SEA INC | ASIAN PACIFC AM | KLINK CITRUS | SMALL BUS ONLY | |||
HI GRADE FOODS INC | ASIAN PACIFC AM | KNOLL PRINTING | SMALL BUS ONLY | |||
HILO FISH CO INC | ASIAN PACIFC AM | KOBOS CO | SMALL BUS ONLY | |||
HONOLULU FISH CO | ASIAN PACIFC AM | KOUNTRY BOYS SAUSAGE | SMALL BUS ONLY | |||
J MICHAEL & CO | ASIAN PACIFC AM | KOWALSKI COMPANIES INC | SMALL BUS ONLY | |||
JKL SPECIALTY FOODS INC | ASIAN PACIFC AM | KRACKLE BREAD | SMALL BUS ONLY | |||
KORIN JAPANESE TRADING CORP | ASIAN PACIFC AM | KRADJIAN IMPORTING CO, INC | SMALL BUS ONLY | |||
LEASA INDUSTRIES | ASIAN PACIFC AM | KRAMER INDUSTRIAL SALES | SMALL BUS ONLY | |||
LUCKY FOODS LLC | ASIAN PACIFC AM | KRINOS FOODS INC | SMALL BUS ONLY | |||
MAJESTY FOODS | ASIAN PACIFC AM | KRISPY KRUNCHY FOODS | SMALL BUS ONLY | |||
MICHIGAN SOY PRODUCTS | ASIAN PACIFC AM | KRISPY MIXES | SMALL BUS ONLY | |||
MINLAND INC. | ASIAN PACIFC AM | KRISTIAN REGALE INC | SMALL BUS ONLY | |||
MORITA PRODUCE CO | ASIAN PACIFC AM | KRIZMANS HOUSE OF SAUSAGE | SMALL BUS ONLY | |||
MOUNTAIN PINE CORP | ASIAN PACIFC AM | KROWNE METAL CORP | SMALL BUS ONLY | |||
NATURE SOY | ASIAN PACIFC AM | KRUSE & SONS, INC. | SMALL BUS ONLY | |||
NEPTUNE FOODS | ASIAN PACIFC AM | KUNZLER & CO INC | SMALL BUS ONLY | |||
O OLIVE OIL | ASIAN PACIFC AM | KUSTOM PAK FOODS LTD | SMALL BUS ONLY | |||
OCEAN DUKE CORPORATION | ASIAN PACIFC AM | KYZER PRODUCE CO | SMALL BUS ONLY | |||
OFI MARKESA INTL | ASIAN PACIFC AM | L ESPRIT DE CAMPAGNE | SMALL BUS ONLY | |||
OSAMU CORPORATION | ASIAN PACIFC AM | L&C MEATS INC | SMALL BUS ONLY | |||
PACIFIC CORAL SEAFOOD CO INC | ASIAN PACIFC AM | L&J GENERAL INTERNATIONAL | SMALL BUS ONLY | |||
PAN PACIFIC PLASTIC | ASIAN PACIFC AM | LA BAGUETTE | SMALL BUS ONLY | |||
PEKING NOODLE | ASIAN PACIFC AM | LA BELLA SAUSAGE INC | SMALL BUS ONLY | |||
POKADOT PERFECTIONS | ASIAN PACIFC AM | LA ESPIGA | SMALL BUS ONLY | |||
RASTELLI SEAFOOD LLC | ASIAN PACIFC AM | LA FOODS | SMALL BUS ONLY | |||
RED BIRD FARMS | ASIAN PACIFC AM | LA PALOMA SALSA INC | SMALL BUS ONLY | |||
RISVOLDS INC | ASIAN PACIFC AM | LA PATISSERIE | SMALL BUS ONLY | |||
SEASIA | ASIAN PACIFC AM | LA PAZ PRODUCTS | SMALL BUS ONLY | |||
SOUTHERN NOODLE | ASIAN PACIFC AM | LA PREFERIDA | SMALL BUS ONLY | |||
SUMMIT IMPORT CORP | ASIAN PACIFC AM | LA RANCHERA INC | SMALL BUS ONLY | |||
SUN HING FOODS INC | ASIAN PACIFC AM | LA SUPERIOR FOOD PRODUCTS | SMALL BUS ONLY | |||
SUNRISE FOODS INC | ASIAN PACIFC AM | LA SURE | SMALL BUS ONLY | |||
TAMPA BAY FISHERIES | ASIAN PACIFC AM | LABEL PRODUCTS | SMALL BUS ONLY | |||
TANAKA PRODUCE INC | ASIAN PACIFC AM | LABREES BAKERY INC | SMALL BUS ONLY | |||
TMI TRADING CORP | ASIAN PACIFC AM | LAKE ERIE FROZEN FOODS | SMALL BUS ONLY | |||
TRONEX HEALTHCARE INDUST | ASIAN PACIFC AM | LAMAGNA CHEESE COMP | SMALL BUS ONLY | |||
TURBO AIR | ASIAN PACIFC AM | LAMINATED INDUSTRIES INC | SMALL BUS ONLY | |||
UNION PACKAGE LP | ASIAN PACIFC AM | LAMONICAS PIZZA DOUGH CO INC | SMALL BUS ONLY | |||
UNITED NOODLES INC | ASIAN PACIFC AM | LANCO CORP | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
42
UPDATE INTL | ASIAN PACIFC AM | LANDES FOODS | SMALL BUS ONLY | |||
VERTEX CHINA LUXURY HOTEL | ASIAN PACIFC AM | LANDSHIRE, INC | SMALL BUS ONLY | |||
WADA FARMS | ASIAN PACIFC AM | LANGLOIS CO | SMALL BUS ONLY | |||
WEI CHUAN USA | ASIAN PACIFC AM | LANOVARA FOOD DISTRIBUTORS | SMALL BUS ONLY | |||
WEI CHUAN USA INC | ASIAN PACIFC AM | LANTMANNEN UNIBAKE | SMALL BUS ONLY | |||
WONTON FOODS | ASIAN PACIFC AM | LARRYS SAUSAGE CO | SMALL BUS ONLY | |||
YENMAN CORP KOBE STEAKHOUSE | ASIAN PACIFC AM | LAUBSCHER CHEESE CO | SMALL BUS ONLY | |||
DWL INDUSTRIES CO WINCO | ASN PAC AM DISA | LAVOI CORPORATION | SMALL BUS ONLY | |||
HARVEST FRESH CATFISH CO INC | ASN PAC AM DISA | LAWRENCE FOODS | SMALL BUS ONLY | |||
WAH KING NOODLE CO INC | ASN PAC DIS WOM | LAWRENCE METAL PRODUCTS INC | SMALL BUS ONLY | |||
G&G GOURMENT INC | HISP AM DIS WOM | LAXSON PROVISION | SMALL BUS ONLY | |||
GLOBAL FOOD CONCEPTS INC | HISP AM DIS WOM | LAZZARI FUEL CO INC | SMALL BUS ONLY | |||
MR GORDOS APPETIZERS | HISP AMR DISABL | LAZZARI FUEL COMPANY | SMALL BUS ONLY | |||
MARIAS FRESH FOODS | HISP AMR WOMEN | LE CHI ENTERPRISES DBA LECHI | SMALL BUS ONLY | |||
MI RANCHO | HISP AMR WOMEN | LEAVINS SEAFOOD INC | SMALL BUS ONLY | |||
MONACO FOODS INC | HISP AMR WOMEN | LEE KUM KEE | SMALL BUS ONLY | |||
PAPA PITA BAKERY | HISP AMR WOMEN | LEE MCKEAND & SON PTY. LTD. | SMALL BUS ONLY | |||
ABCO BROOM & MOP | HISPANIC AMERIC | LEES OFFICE CITY | SMALL BUS ONLY | |||
ABUELITA | HISPANIC AMERIC | LEGACY FARMS LLC | SMALL BUS ONLY | |||
AE SANTOS | HISPANIC AMERIC | LEGACY SEAFOOD INC | SMALL BUS ONLY | |||
ALAMO TAMALES | HISPANIC AMERIC | LEHI ROLLER MILLS | SMALL BUS ONLY | |||
ALL AMERICAN SEASONING | HISPANIC AMERIC | LEHI VALLEY TRADING CO | SMALL BUS ONLY | |||
APOLLO INDUSTRIES INC | HISPANIC AMERIC | LEONARD NOVELTY BAKERY | SMALL BUS ONLY | |||
ARANDAS BAKERY #4 INC | HISPANIC AMERIC | LEONE PIZZINI&SONS INC | SMALL BUS ONLY | |||
ATLANTIC CAPES FISHERIES INC. | HISPANIC AMERIC | LEONS TEXAS CUISINE | SMALL BUS ONLY | |||
BADIA SPICES INC | HISPANIC AMERIC | LEOS FOODS | SMALL BUS ONLY | |||
BANACOL MARKETING CORP | HISPANIC AMERIC | LES CHATEAUX DE FRAN | SMALL BUS ONLY | |||
BIG STATE PRODUCE CO | HISPANIC AMERIC | LEZZA SPUMONI & DESSERTS INC | SMALL BUS ONLY | |||
BRISK COFFEE CO | HISPANIC AMERIC | LFI | SMALL BUS ONLY | |||
BUENO FOODS | HISPANIC AMERIC | LIBERTY BELL STEAKS INC | SMALL BUS ONLY | |||
C&F FOODS INC | HISPANIC AMERIC | LIBERTYWARE LLC | SMALL BUS ONLY | |||
CALIFORNIA CHURROS | HISPANIC AMERIC | LIDESTRI FOODS INC | SMALL BUS ONLY | |||
CAMBA ENTERPRISES INC | HISPANIC AMERIC | LINDOX EQUIPMENT | SMALL BUS ONLY | |||
CARIBE FOOD | HISPANIC AMERIC | LINKS MEDICAL PRODUCTS INC | SMALL BUS ONLY | |||
CATALLIA MEXICAN FOODS LLC | HISPANIC AMERIC | LIONI LATTICINI INC | SMALL BUS ONLY | |||
CAWY BOTTLING CO INC | HISPANIC AMERIC | LISBON SAUSAGE | SMALL BUS ONLY | |||
CHAPARROS TAMALES | HISPANIC AMERIC | LISTO PENCIL CORP | SMALL BUS ONLY | |||
CLASSIC FOODS INC | HISPANIC AMERIC | LITTLE RIVER SEAFOOD INC | SMALL BUS ONLY | |||
CONCHITA FOODS INC | HISPANIC AMERIC | LITTLE ROCK BROOM WORKS | SMALL BUS ONLY | |||
DEL REAL FOODS | HISPANIC AMERIC | LJ DISTRIBUTORS | SMALL BUS ONLY | |||
DEL REY TORTILLERIA | HISPANIC AMERIC | LM FOODS | SMALL BUS ONLY | |||
EL MATADOR FOODS INC | HISPANIC AMERIC | LOBSTER TRAPS CO INC | SMALL BUS ONLY | |||
EL MILAGRO INC | HISPANIC AMERIC | LOCHHEAD MFG CO LLC | SMALL BUS ONLY | |||
EL MIRASOL INC | HISPANIC AMERIC | LOCKWOOD MANUFACTURING CO | SMALL BUS ONLY | |||
EL PINTO FOODS | HISPANIC AMERIC | LODGE MFG CO | SMALL BUS ONLY | |||
EL REY MEXICAN PRODUCT | HISPANIC AMERIC | LODI CANNING | SMALL BUS ONLY | |||
EVANS FOOD PRODUCT CO | HISPANIC AMERIC | LOGGINS MEAT | SMALL BUS ONLY | |||
EZ TRADE LINK INC | HISPANIC AMERIC | LONE STAR FOODSERVICE LTD | SMALL BUS ONLY | |||
FIELD FRESH FOODS INC | HISPANIC AMERIC | LONG BEACH SEAFOOD | SMALL BUS ONLY | |||
FOODS OF NM | HISPANIC AMERIC | LONGHORN BARBECUE | SMALL BUS ONLY | |||
FRUITROPIC LLC | HISPANIC AMERIC | LOOKOUT MT TOMATO CO | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
43
GARCIA FOODS INC | HISPANIC AMERIC | LOS ANGELES POULTRY | SMALL BUS ONLY | |||
GOYA FOODS INC | HISPANIC AMERIC | LOTITO FOOD CORP | SMALL BUS ONLY | |||
GOYA FOODS OF FLORIDA | HISPANIC AMERIC | LOUISA FOOD PRODUCTS INC | SMALL BUS ONLY | |||
GOYA FOODS OF TEXAS | HISPANIC AMERIC | LOW TEMP | SMALL BUS ONLY | |||
GUSTO PACKING | HISPANIC AMERIC | LOWER FOODS INC | SMALL BUS ONLY | |||
HARBAR LLC | HISPANIC AMERIC | LOYALTY FOODS INC | SMALL BUS ONLY | |||
HEMISPHERE FOODS LLC | HISPANIC AMERIC | LSQ FUNDING GROUP LC | SMALL BUS ONLY | |||
JIM GROUP INC | HISPANIC AMERIC | LUPOS FEDERAL PLANT | SMALL BUS ONLY | |||
JOHN KEELER & CO INC | HISPANIC AMERIC | LYNCH SUPPLY CO | SMALL BUS ONLY | |||
KM FOODS INC | HISPANIC AMERIC | LYNDELLS | SMALL BUS ONLY | |||
LA CANASTA | HISPANIC AMERIC | LYNN DAIRY INC | SMALL BUS ONLY | |||
LA CHIQUITA | HISPANIC AMERIC | LYONS MAGNUS | SMALL BUS ONLY | |||
LA FLOR DE SALT LAKE INC | HISPANIC AMERIC | M DEITZ&SONS INC | SMALL BUS ONLY | |||
LA LECHONERA | HISPANIC AMERIC | M DOTTAVIO PRODUCE INC | SMALL BUS ONLY | |||
LA MURCIANA INC | HISPANIC AMERIC | M&B FRUIT JUICE | SMALL BUS ONLY | |||
LA PERLA TORTILLERIA | HISPANIC AMERIC | M&B PRODUCTS INC | SMALL BUS ONLY | |||
LA TAPATIA TORTILLERIA INC | HISPANIC AMERIC | M&M BAKING CO | SMALL BUS ONLY | |||
LA TORTILLA FACTORY INC | HISPANIC AMERIC | M&M TOMATO | SMALL BUS ONLY | |||
LOPEZ FOODS | HISPANIC AMERIC | M&N PLASTICS | SMALL BUS ONLY | |||
LOS AMIGOS | HISPANIC AMERIC | M&Q PLASTIC PRODUCTS | SMALL BUS ONLY | |||
MALDONADO COMPANY | HISPANIC AMERIC | MACKNIGHT SMOKE HOUSE | SMALL BUS ONLY | |||
MARQUEZ BROTHERS | HISPANIC AMERIC | MACS FARMS SAUSAGE CO INC | SMALL BUS ONLY | |||
MARQUEZ BROTHERS ENTERPRISES | HISPANIC AMERIC | MAGGIORA BAKERY COMP | SMALL BUS ONLY | |||
MARQUEZ BROTHERS INTL INC | HISPANIC AMERIC | MAGIC SEAL | SMALL BUS ONLY | |||
MARQUEZ BROTHERS OF NEVADA INC | HISPANIC AMERIC | MAGID GLOVE CO INC | SMALL BUS ONLY | |||
MARQUEZ BROTHERS SOUTHWEST INC | HISPANIC AMERIC | MAGLIO | SMALL BUS ONLY | |||
MERCADO LATINO INC | HISPANIC AMERIC | MAGLIO & CO | SMALL BUS ONLY | |||
MIC FOOD DIVISION | HISPANIC AMERIC | MAID RITE STEAK CO | SMALL BUS ONLY | |||
NATUREBEST PRECUT & PRODUCE | HISPANIC AMERIC | MAIN SQUEEZE | SMALL BUS ONLY | |||
NETO SAUSAGE CO | HISPANIC AMERIC | MAKKOS OF BROOKLYN LTD | SMALL BUS ONLY | |||
O PELLE ENTERPRISES INC | HISPANIC AMERIC | MALCO MFG CORP INC | SMALL BUS ONLY | |||
OK BANANA CO | HISPANIC AMERIC | MALIS ALL NATURAL BBQ | SMALL BUS ONLY | |||
OLE MEXICAN FOODS INC | HISPANIC AMERIC | MALONEY SEAFOOD CORP | SMALL BUS ONLY | |||
PATTONS SAUSAGE | HISPANIC AMERIC | MAMA LAROSA FOODS INC | SMALL BUS ONLY | |||
PICOSOS PEANUT CO INC | HISPANIC AMERIC | MAMA MUCCIS PASTA | SMALL BUS ONLY | |||
PUEBLO FRUITS INC | HISPANIC AMERIC | MAMA ROSAS LLC | SMALL BUS ONLY | |||
QUIRCH FOODS CO | HISPANIC AMERIC | MANDA MEATS | SMALL BUS ONLY | |||
READY FOODS | HISPANIC AMERIC | MANDOLINI COMPANY | SMALL BUS ONLY | |||
REINHART FOODS | HISPANIC AMERIC | MANGIA INC | SMALL BUS ONLY | |||
REINHART FOODSERVICE | HISPANIC AMERIC | MANNS INTERNATIONAL | SMALL BUS ONLY | |||
REINHART INSTITUTIONAL FOODS | HISPANIC AMERIC | MANUELS MEXICAN FOOD | SMALL BUS ONLY | |||
RIBA FOODS | HISPANIC AMERIC | MANZANA PRODUCTS CO | SMALL BUS ONLY | |||
RUIZ FOOD PRODUCTS | HISPANIC AMERIC | MANZO FOOD SALES INC | SMALL BUS ONLY | |||
SAN ANTONIO PACKING COMPANY | HISPANIC AMERIC | MAR SEAFOOD INC | SMALL BUS ONLY | |||
SIGNATURE BREADS INC | HISPANIC AMERIC | MARCHO FARMS | SMALL BUS ONLY | |||
SUNFRESH USA INC | HISPANIC AMERIC | MARCK & ASSOCIATES INC @ | SMALL BUS ONLY | |||
SUPER LOPEZ TORTILLA | HISPANIC AMERIC | MARCUS FOOD CO | SMALL BUS ONLY | |||
TAPATIO FOODS LLC | HISPANIC AMERIC | MARDER TRAWLING | SMALL BUS ONLY | |||
TOLUCA FOODS INC | HISPANIC AMERIC | MARGARITA MAN | SMALL BUS ONLY | |||
TWANG PARTNERS LTD | HISPANIC AMERIC | MARINER SEAFOOD LLC | SMALL BUS ONLY | |||
WEBECO FOODS INC | HISPANIC AMERIC | MARITIME PRODUCT INTERNATIONAL | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
44
ATEECO INC | HUBZONE | MARJON SPECIALTY FOODS | SMALL BUS ONLY | |||
CRABWORKS LLC | HUBZONE | MARKET PRODUCE SALES INC | SMALL BUS ONLY | |||
FERRANTE BROTHERS | HUBZONE | MARKETPLACE DELI PRODUCTS LLC | SMALL BUS ONLY | |||
GLACIER SALES INC | HUBZONE | MARRA BROS | SMALL BUS ONLY | |||
JS ZIMMERMAN | HUBZONE | MARSA SPECIALTY FOOD | SMALL BUS ONLY | |||
KLEMENT SAUSAGE | HUBZONE | MARSTON MANUFACTURING | SMALL BUS ONLY | |||
LEIDYS INC | HUBZONE | MARTIN INC | SMALL BUS ONLY | |||
MCI FOODS INC | HUBZONE | MARTINS SPECIALTY SAUSAGE CO | SMALL BUS ONLY | |||
MRS TS PIEROGIES | HUBZONE | MARUKAN VINEGAR USA INC | SMALL BUS ONLY | |||
UNITED PICKLE | HUBZONE | MARUZEN COLD ST(DOLE FR) | SMALL BUS ONLY | |||
EL SOL FOODS LLC | MINORITY NOSPEC | MARX BROTHERS | SMALL BUS ONLY | |||
GONZALEZ PRODUCTOS INTERNACION | MINORITY NOSPEC | MARYLAND PLASTICS | SMALL BUS ONLY | |||
H RISCH INC | MINORITY NOSPEC | MASADA BAKERY | SMALL BUS ONLY | |||
I BAKE UM INC | MINORITY NOSPEC | MASS DISTRIBUTORS | SMALL BUS ONLY | |||
LAFITTE FROZEN FOODS | MINORITY NOSPEC | MASS REST & EQUIP SER | SMALL BUS ONLY | |||
LIFE GUARD MEDICAL SUPPLY CO | MINORITY NOSPEC | MASTER CRAFT DECORATORS | SMALL BUS ONLY | |||
LONE STAR POULTRY | MINORITY NOSPEC | MASTERPIECE COOKIES | SMALL BUS ONLY | |||
MERCADAGRO INTL CORP | MINORITY NOSPEC | MASTERSON COMPANY INC | SMALL BUS ONLY | |||
OLD FASHIONED MEAT CO INC | MINORITY NOSPEC | MATRANA PRODUCE | SMALL BUS ONLY | |||
PASTRY EXPRESS | MINORITY NOSPEC | MATTERN WHOLESALE FLORIST INC | SMALL BUS ONLY | |||
POULTRY SOLUTIONS INC | MINORITY NOSPEC | MAX PACKAGING CO | SMALL BUS ONLY | |||
SOUTHERN BAKING CORP | MINORITY NOSPEC | MAXS ARTISAN BREADS | SMALL BUS ONLY | |||
STEFANI PREMIUM FOODS LLC | MINORITY NOSPEC | MAXWELLS LLC | SMALL BUS ONLY | |||
SUN SUN | MINORITY NOSPEC | MAYA HAWAIIAN PLANTAINS LLC | SMALL BUS ONLY | |||
THUNDER GROUP INC | MINORITY NOSPEC | MAYSON FOODS INC | SMALL BUS ONLY | |||
TRADITIONAL BREADS | MINORITY NOSPEC | MAYTAG DAIRY FARMS | SMALL BUS ONLY | |||
VALENCIA FLOUR MILL LTD | MINORITY NOSPEC | MAYWOOD FURNITURE CORP | SMALL BUS ONLY | |||
WEST LAKE FOODS INC | MINORITY NOSPEC | MB FOOD PROCESSING INC | SMALL BUS ONLY | |||
WICKS KITCHENS | MINORITY NOSPEC | MCCORMACK DIST | SMALL BUS ONLY | |||
YAMATO FLIGHT KITCHEN | MINORITY NOSPEC | MCCORMICK CANADA CO | SMALL BUS ONLY | |||
SIX POINTS INC | NATIVE AM DISAB | MCNAIRN PACKAGING | SMALL BUS ONLY | |||
MCGREEVYS MEAT CO | NATIVE AMERICAN | MCRAE PRODUCE CO, INC | SMALL BUS ONLY | |||
RED LAKE BAND CHIPPEWA INDIANS | NATIVE AMERICAN | MEAD JOHNSON | SMALL BUS ONLY | |||
RONS HOME STYLE FOODS INC | NATIVE AMERICAN | MEADOWVALE INC | SMALL BUS ONLY | |||
N GENUITY ENTERPRISES CO | NATIVE AMR WOMN | MEAT PRODUCTION INC | SMALL BUS ONLY | |||
CDS | SDBE SMALL DBE | MEATS BY LINZ INC | SMALL BUS ONLY | |||
2 BROTHERS LLC | SMALL BUS ONLY | MEDITERRANEAN DELIGHTS | SMALL BUS ONLY | |||
20 20 PRODUCE | SMALL BUS ONLY | MEDITERRANEAN OLIVE OIL CORP | SMALL BUS ONLY | |||
3 SPRINGS WATER CO | SMALL BUS ONLY | MEDTRITION INC | SMALL BUS ONLY | |||
7 UP BOTTLING CO | SMALL BUS ONLY | MELFORD OLSON HONEY CO | SMALL BUS ONLY | |||
800 DRYWOOD.COM INC | SMALL BUS ONLY | MEMPHIS ICE MACHINE | SMALL BUS ONLY | |||
A LA CARTE FOODS | SMALL BUS ONLY | MENLO FOOD CORP | SMALL BUS ONLY | |||
A TO Z PORTION MEATS | SMALL BUS ONLY | MENU DESIGNS | SMALL BUS ONLY | |||
A&B DISTRIBUTORS |
SMALL BUS ONLY | MEPCO | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
45
A&L FOODS | SMALL BUS ONLY | MERIDIAN FOOD SERVICES | SMALL BUS ONLY | |||
A1 EASTERNHOMADE PICKLE CO | SMALL BUS ONLY | MET GROUP OF PRODUCTS USA INC | SMALL BUS ONLY | |||
A1 ICE | SMALL BUS ONLY | METZ FRESH | SMALL BUS ONLY | |||
AAT SALES INC | SMALL BUS ONLY | MIAMI BEEF CO | SMALL BUS ONLY | |||
ABA ANOOSH FOOD | SMALL BUS ONLY | MICHAEL RAYMOND DESSERTS INC | SMALL BUS ONLY | |||
ABRUZZI PREMIUM PASTA | SMALL BUS ONLY | MICHAELS COOKIES | SMALL BUS ONLY | |||
AC CALDERONI&CO | SMALL BUS ONLY | MICHAUD DISTRIBUTORS | SMALL BUS ONLY | |||
ACADIAN CANDLES COMPANY | SMALL BUS ONLY | MICHIGAN DESSERT CORP | SMALL BUS ONLY | |||
ACC FOODS LLC | SMALL BUS ONLY | MICRO ESSENTIAL LABORATORIES | SMALL BUS ONLY | |||
ACCURATE OFFICE SUPPLY | SMALL BUS ONLY | MID SOUTH INDUSTRIES INC | SMALL BUS ONLY | |||
ACCUTEMP PRODUCTS INC | SMALL BUS ONLY | MIDAMAR CORP | SMALL BUS ONLY | |||
ACE NATURAL INC | SMALL BUS ONLY | MIDWEST FOOD EQUIPMENT | SMALL BUS ONLY | |||
ACME SMOKED FISH | SMALL BUS ONLY | MIEDEMA PRODUCE | SMALL BUS ONLY | |||
ADA VALLEY MEATS | SMALL BUS ONLY | MIKE BENBEN INC | SMALL BUS ONLY | |||
ADAM MATTHEWS | SMALL BUS ONLY | MIKES PIES | SMALL BUS ONLY | |||
ADAMS COUNTY DAIRIES | SMALL BUS ONLY | MILAN PROVISION CO INC | SMALL BUS ONLY | |||
ADAMS MEXICAN FOOD PRODUCTS | SMALL BUS ONLY | MILANO BAKERY | SMALL BUS ONLY | |||
ADIRONDACK BEVERAGES | SMALL BUS ONLY | MILAZZO INDUSTRIES | SMALL BUS ONLY | |||
ADMIRAL CRAFT EQUIP | SMALL BUS ONLY | MILES GROUP | SMALL BUS ONLY | |||
ADVANCED EQUIPMENT | SMALL BUS ONLY | MILLARD REFRIGERATION | SMALL BUS ONLY | |||
ADVANTAGE PRODUCE | SMALL BUS ONLY | MILLBRIDGE FARMS INC | SMALL BUS ONLY | |||
ADVERTISERS PRESS | SMALL BUS ONLY | MILLENNIUM FOODS INC | SMALL BUS ONLY | |||
ADVOCACY & RESOURCES CORP | SMALL BUS ONLY | MILLER COUNTRY HAM | SMALL BUS ONLY | |||
AFFY TAPPLE | SMALL BUS ONLY | MINERAL KING PRODUCE LLC | SMALL BUS ONLY | |||
AGRICAP CLOVIS BOTTLERS INC | SMALL BUS ONLY | MINERAL SPRINGS | SMALL BUS ONLY | |||
AGRI-PAK | SMALL BUS ONLY | MING HONG INTERNATIONAL INC | SMALL BUS ONLY | |||
AGVEST INC | SMALL BUS ONLY | MINOM INC | SMALL BUS ONLY | |||
AIDELLS SAUSAGE CO | SMALL BUS ONLY | MINTERBROOK OYSTER CO | SMALL BUS ONLY | |||
AJ TRUCCO INC | SMALL BUS ONLY | MIROIL | SMALL BUS ONLY | |||
AJM PACKAGING CORPORATION | SMALL BUS ONLY | MISSION LABORATORIES | SMALL BUS ONLY | |||
AL GELATO INC | SMALL BUS ONLY | MISSION PRODUCE INC | SMALL BUS ONLY | |||
AL HARRISON CO DIST | SMALL BUS ONLY | MISSION PRODUCE INC. | SMALL BUS ONLY | |||
AL SCHUTZMAN CO | SMALL BUS ONLY | MISTY MOUNTAIN MUSHROOMS | SMALL BUS ONLY | |||
ALADDIN BAKERS | SMALL BUS ONLY | MISTYS | SMALL BUS ONLY | |||
ALADDIN BAKING COMPANY | SMALL BUS ONLY | MITCHUM QUALITY SNACKS | SMALL BUS ONLY | |||
ALANRIC CENTO FINE | SMALL BUS ONLY | MJAYS SPECIALTY BAKED FOODS | SMALL BUS ONLY | |||
ALASKA SAUSAGE CO., INC. | SMALL BUS ONLY | MODERN PRODUCTS | SMALL BUS ONLY | |||
ALBA SPECIALTY FOODS | SMALL BUS ONLY | MODERN PRODUCTS INC | SMALL BUS ONLY | |||
ALBERT USTER IMPORTS | SMALL BUS ONLY | MOLDED FIBER GLASS TRAY CO | SMALL BUS ONLY | |||
ALBIES FOODS INC | SMALL BUS ONLY | MOM & POPS | SMALL BUS ONLY | |||
ALCAM CREAMERY CO INC | SMALL BUS ONLY | MOMS FAMOUS INC | SMALL BUS ONLY | |||
ALECO | SMALL BUS ONLY | MONEL INC | SMALL BUS ONLY | |||
ALEGACY | SMALL BUS ONLY | MONT BLANC GOURMET | SMALL BUS ONLY | |||
ALENA FOODS | SMALL BUS ONLY | MOOG MARKETING | SMALL BUS ONLY | |||
ALEXANDER & HORNUNG | SMALL BUS ONLY | MOORE & MOORE VENTURES INC | SMALL BUS ONLY | |||
ALFA SUPPLY | SMALL BUS ONLY | MORABITO BAKING CP | SMALL BUS ONLY | |||
ALFI INTERNATIONAL INC | SMALL BUS ONLY | MORASCH MEAT | SMALL BUS ONLY | |||
ALFRESCO PASTA | SMALL BUS ONLY | MORCON INC | SMALL BUS ONLY | |||
ALL AMERICAN FARMS INC | SMALL BUS ONLY | MORE THAN GOURMET | SMALL BUS ONLY | |||
ALL AMERICAN TRADING | SMALL BUS ONLY | MOREHOUSE FOODS | SMALL BUS ONLY | |||
ALLEN OLIVER GROUP | SMALL BUS ONLY | MORRILTON PACKING CO | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
46
ALLIED COOLER (ALTAR) | SMALL BUS ONLY | MORRISON MEAT PACKERS | SMALL BUS ONLY | |||
ALLIED FOODS | SMALL BUS ONLY | MORRISONS PASTRY CORP | SMALL BUS ONLY | |||
ALLIED OLD ENGLISH | SMALL BUS ONLY | MORTON SALT | SMALL BUS ONLY | |||
ALLISONS GOURMET KITCHENS | SMALL BUS ONLY | MOTHERS KITCHEN | SMALL BUS ONLY | |||
ALMANIS KOSHER CATERING/BAKERY | SMALL BUS ONLY | MOUNTAIN MIST | SMALL BUS ONLY | |||
ALPENROSE | SMALL BUS ONLY | MOUNTAIN PURE WATER COMPANY | SMALL BUS ONLY | |||
ALPHA CHEMICAL | SMALL BUS ONLY | MOUNTAIN SALES | SMALL BUS ONLY | |||
ALPHA OMEGA DISTRIBUTORS | SMALL BUS ONLY | MOUNTAIN SPROUTS | SMALL BUS ONLY | |||
ALPINE FOOD DIST CO INC | SMALL BUS ONLY | MOUNTAIN VALLEY SPRING CO | SMALL BUS ONLY | |||
ALPINE FRESH INC | SMALL BUS ONLY | MOUNTAIN VIEW FRUIT SALES | SMALL BUS ONLY | |||
ALTA DENA DAIRY | SMALL BUS ONLY | MR BAR B Q INC | SMALL BUS ONLY | |||
AM MANUFACTURING | SMALL BUS ONLY | MR DELL FOODS INC | SMALL BUS ONLY | |||
AMATOS BAKERY | SMALL BUS ONLY | MR ESPRESSO | SMALL BUS ONLY | |||
AMAY BAKERY & NOODLE CO INC | SMALL BUS ONLY | MR NATURAL INC | SMALL BUS ONLY | |||
AMENDE & SCHULTZ | SMALL BUS ONLY | MRS GERRYS KITCHEN | SMALL BUS ONLY | |||
AMERICAN ALMOND PRODUCTS | SMALL BUS ONLY | MRS STRATTONS SALADS INC | SMALL BUS ONLY | |||
AMERICAN BAKERY | SMALL BUS ONLY | MRS WHEATS FABULOUS FOODS | SMALL BUS ONLY | |||
AMERICAN BALLOON FACTORY | SMALL BUS ONLY | MRW FOOD BROKERS | SMALL BUS ONLY | |||
AMERICAN BEVERAGE MARKETER | SMALL BUS ONLY | MTS SEATING | SMALL BUS ONLY | |||
AMERICAN DISH SVC | SMALL BUS ONLY | MULBERRY FARMS INC | SMALL BUS ONLY | |||
AMERICAN FOODS | SMALL BUS ONLY | MULLINS CHEESE INC | SMALL BUS ONLY | |||
AMERICAN FOODS GROUP | SMALL BUS ONLY | MULSEN TRADING | SMALL BUS ONLY | |||
AMERICAN HEALTH PRODUCTS | SMALL BUS ONLY | MULTI FLOW INDUSTRIES LP | SMALL BUS ONLY | |||
AMERICAN IMPORTING CO INC | SMALL BUS ONLY | MULTIGRAINS | SMALL BUS ONLY | |||
AMERICAN IMPORTS INC | SMALL BUS ONLY | MURANAKA FARMS | SMALL BUS ONLY | |||
AMERICAN INN INC | SMALL BUS ONLY | MURRAY CIDER CO INC | SMALL BUS ONLY | |||
AMERICAN MEAT CO | SMALL BUS ONLY | MURRAYS CHEESE CO | SMALL BUS ONLY | |||
AMERICAN PACKAGE COMPANY INC | SMALL BUS ONLY | MURVEST FINE FOOD | SMALL BUS ONLY | |||
AMERICAN POPCORN | SMALL BUS ONLY | MURVEST INC | SMALL BUS ONLY | |||
AMERICAN RANGE CORP | SMALL BUS ONLY | MUSHROOM CANNING CO | SMALL BUS ONLY | |||
AMERICAN RICE INC | SMALL BUS ONLY | MYSTIC CHIPS | SMALL BUS ONLY | |||
AMERICAN ROLAND FOOD CORP | SMALL BUS ONLY | NANTZE SPRINGS | SMALL BUS ONLY | |||
AMERICAN SPOON FOODS | SMALL BUS ONLY | NAPOLEON CO | SMALL BUS ONLY | |||
AMERICAS KITCHEN INC | SMALL BUS ONLY | NARDONE BROS | SMALL BUS ONLY | |||
AMERICHICKEN INC | SMALL BUS ONLY | NASCO GOURMET FOODS | SMALL BUS ONLY | |||
AMERIFILM CONVERTERS | SMALL BUS ONLY | NASONVILLE DAIRY | SMALL BUS ONLY | |||
AMERIFRESH INC | SMALL BUS ONLY | NATIONAL BAR SYSTEMS | SMALL BUS ONLY | |||
AMERIPURE | SMALL BUS ONLY | NATIONAL DELI LLC | SMALL BUS ONLY | |||
AMOROSOS BAKING CO | SMALL BUS ONLY | NATIONAL EQUIPMENT CORP | SMALL BUS ONLY | |||
AMP | SMALL BUS ONLY | NATIONAL FLAVORS INC | SMALL BUS ONLY | |||
AMPAC | SMALL BUS ONLY | NATIONAL FRUIT FLAVOR | SMALL BUS ONLY | |||
AMPLE INDUSTRIES | SMALL BUS ONLY | NATIONAL PACKAGING SPECIALISTS | SMALL BUS ONLY | |||
AMS EXOTIC | SMALL BUS ONLY | NATIONAL PASTEURIZED EGGS | SMALL BUS ONLY | |||
ANCHOR FROZEN FOODS | SMALL BUS ONLY | NATIONAL PLASTIC | SMALL BUS ONLY | |||
ANDERSEN COMPANY THE | SMALL BUS ONLY | NATIONAL STABILIZERS INC | SMALL BUS ONLY | |||
ANDERSON SEAFOODS INC | SMALL BUS ONLY | NATIONAL STEAK PROCESSORS INC | SMALL BUS ONLY | |||
ANDERSONS MAPLE SYRUP | SMALL BUS ONLY | NATIONS PIZZA | SMALL BUS ONLY | |||
ANDRE PROST INC | SMALL BUS ONLY | NATIONWIDE FABRICATION | SMALL BUS ONLY | |||
ANDREW & WILLIAMSON SALES CO | SMALL BUS ONLY | NATURAL BRANDS INC | SMALL BUS ONLY | |||
ANDREW SAPLENZA BAKERY INC | SMALL BUS ONLY | NATURAL SELECTION | SMALL BUS ONLY | |||
ANNIE CHUNS GOURMET FOODS | SMALL BUS ONLY | NATURAL WATER CO | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
47
ANNIES FROZEN YOGURT | SMALL BUS ONLY | NATURALLY FRESH | SMALL BUS ONLY | |||
APANI SOUTHWEST INC | SMALL BUS ONLY | NATURALLY POTATOES | SMALL BUS ONLY | |||
API INDUSTRIES /%ALUF PLASTICS | SMALL BUS ONLY | NATURE KIST SNACKS | SMALL BUS ONLY | |||
APPETITO PROVISION CO INC | SMALL BUS ONLY | NE PRETZEL&POPCORN | SMALL BUS ONLY | |||
APPLE & EVE | SMALL BUS ONLY | NEALEY FOODS INC | SMALL BUS ONLY | |||
APPLE BEER CORP | SMALL BUS ONLY | NEAR EAST BAKERY CO | SMALL BUS ONLY | |||
APPLEGATE FARMS INC | SMALL BUS ONLY | NEEDHAM INC | SMALL BUS ONLY | |||
AQUA VALLEY SPRINGS | SMALL BUS ONLY | NEESE COUNTRY SAUSAGE | SMALL BUS ONLY | |||
AQUAGOLD SEAFOOD COMPANY LLC | SMALL BUS ONLY | NEW AGE INDUSTRIAL CORP | SMALL BUS ONLY | |||
AQUAMAR INC | SMALL BUS ONLY | NEW CITY PACKING CO | SMALL BUS ONLY | |||
AQUANOR MARKETING, INC. | SMALL BUS ONLY | NEW ENGLAND COFFEE CO | SMALL BUS ONLY | |||
AR LANTZ CO INC | SMALL BUS ONLY | NEW FRENCH BAKERY | SMALL BUS ONLY | |||
ARC IBERVILLE | SMALL BUS ONLY | NEW HONG KONG NOODLE | SMALL BUS ONLY | |||
ARCHIBALD FROZEN DESSERTS | SMALL BUS ONLY | NEW METHOD PACKAGING | SMALL BUS ONLY | |||
ARCOBASSO FOODS | SMALL BUS ONLY | NEW MOON NOODLE INC | SMALL BUS ONLY | |||
ARCTIC AIR | SMALL BUS ONLY | NEW YORK BAKERY | SMALL BUS ONLY | |||
ARCTIC GLACIER INC | SMALL BUS ONLY | NEW YORK INTL BREAD CO | SMALL BUS ONLY | |||
ARDELLAS PIZZA | SMALL BUS ONLY | NEW YORK SAUSAGE CO | SMALL BUS ONLY | |||
ARISTA INDUSTRIES INC | SMALL BUS ONLY | NEW YUNG WAH CO. | SMALL BUS ONLY | |||
ARMANINO FOODS | SMALL BUS ONLY | NEWBURGH BANANAS & PRODUCE INC | SMALL BUS ONLY | |||
ARNIES BAKERIES | SMALL BUS ONLY | NEWCO | SMALL BUS ONLY | |||
ARON STREIT INC | SMALL BUS ONLY | NIAGARA DRINKING WATER | SMALL BUS ONLY | |||
ARTHUR HOOD | SMALL BUS ONLY | NICKEY GREGORY TRUCKING | SMALL BUS ONLY | |||
ARTHUR RAY YANTA | SMALL BUS ONLY | NICKY USA INC | SMALL BUS ONLY | |||
ARTHUR SCHUMAN | SMALL BUS ONLY | NIELSEN CITRUS PRODUCE | SMALL BUS ONLY | |||
ARTHUR SCHUMAN INC | SMALL BUS ONLY | NIELSON CITRUS | SMALL BUS ONLY | |||
ARTHUR SCHUMAN WEST LLC | SMALL BUS ONLY | NIKIS FOOD PRODUCTS | SMALL BUS ONLY | |||
ASC SEAFOOD | SMALL BUS ONLY | NOH FOODS OF HAWAII | SMALL BUS ONLY | |||
ASHLAND MILLING CO | SMALL BUS ONLY | NORDIC FOODS INC | SMALL BUS ONLY | |||
ASHMAN MANUFACTURING & DIST CO | SMALL BUS ONLY | NOREX ENTERPRISES INC | SMALL BUS ONLY | |||
ASIANWOK COM LLC | SMALL BUS ONLY | NORFISK INC | SMALL BUS ONLY | |||
ASPEN BAKING COMPANY | SMALL BUS ONLY | NORFOLK BANANA DISTRIBUTORS | SMALL BUS ONLY | |||
ASSOCIATED POTATO GROWERS | SMALL BUS ONLY | NORMANS FRUIT AND SALAD | SMALL BUS ONLY | |||
ASTOR CHOCOLATE CORP | SMALL BUS ONLY | NORPAC FOODS INC | SMALL BUS ONLY | |||
ASTRA COMMUNICATIONS | SMALL BUS ONLY | NORPACO GOURMET FOODS | SMALL BUS ONLY | |||
ASTRO SALES INTL | SMALL BUS ONLY | NORPAK CORPORATION | SMALL BUS ONLY | |||
ATKINSON CANDY CO | SMALL BUS ONLY | NORTH ATLANTIC INC | SMALL BUS ONLY | |||
ATKINSON MILLING CO | SMALL BUS ONLY | NORTH COAST SEAFOOD | SMALL BUS ONLY | |||
ATLANTA SAUSAGE CO | SMALL BUS ONLY | NORTH COUNTRY SMOKEHOUSE | SMALL BUS ONLY | |||
ATLANTIC BEVERAGE CO | SMALL BUS ONLY | NORTH DAKOTA MILL & ELEVATOR | SMALL BUS ONLY | |||
ATLANTIC CAPES FISHERIES INC | SMALL BUS ONLY | NORTH SOUTH TRADING | SMALL BUS ONLY | |||
ATLANTIC MILLS | SMALL BUS ONLY | NORTH/SOUTH SALT CO | SMALL BUS ONLY | |||
ATLANTIS FOODS INC | SMALL BUS ONLY | NORTHEAST CONSUL & MKTING | SMALL BUS ONLY | |||
ATLAPAC TRADING COMP | SMALL BUS ONLY | NORTHEAST EQUIPMENT DIST | SMALL BUS ONLY | |||
ATOM BANANA | SMALL BUS ONLY | NORTHEAST MARKETING | SMALL BUS ONLY | |||
ATS INC | SMALL BUS ONLY | NORTHEAST SEAFOOD PRODUCTS | SMALL BUS ONLY | |||
ATWATER CANNING | SMALL BUS ONLY | NORTHERN BAKERY | SMALL BUS ONLY | |||
AUERBACHS LYCO MEAT CO | SMALL BUS ONLY | NORTHERN FISH PRODUCTS | SMALL BUS ONLY | |||
AUGUST THOMSEN CORP | SMALL BUS ONLY | NORTHERN PINES | SMALL BUS ONLY | |||
AUSTER CO | SMALL BUS ONLY | NORTHERN WIND INC | SMALL BUS ONLY | |||
AUTHORIZED COMMERCIAL | SMALL BUS ONLY | NORTHWEST SPEC BAKING MIXES | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
48
AUTOCRAT INC | SMALL BUS ONLY | NORTHWESTERN FOODS | SMALL BUS ONLY | |||
AVIS FURNITURE | SMALL BUS ONLY | NOVELTY CONE CO | SMALL BUS ONLY | |||
AVOCO | SMALL BUS ONLY | NP FOOD SERVICE SALES LLC | SMALL BUS ONLY | |||
AWC PACKAGING | SMALL BUS ONLY | NPC PROCESSING CO | SMALL BUS ONLY | |||
AYER & PRICE FRUIT CO | SMALL BUS ONLY | NTC MARKETING INC | SMALL BUS ONLY | |||
B&D FOODS | SMALL BUS ONLY | NUCHIEF SALES | SMALL BUS ONLY | |||
BA TAMPTE PICKLES | SMALL BUS ONLY | NUMI ORGANIC TEA | SMALL BUS ONLY | |||
BAGELMANIA | SMALL BUS ONLY | NUNES CO | SMALL BUS ONLY | |||
BAGELS BY BELL | SMALL BUS ONLY | NUNN MILLING CO INC | SMALL BUS ONLY | |||
BAGELS FOREVER INC | SMALL BUS ONLY | NUOVO PASTA PRODUCTION LTD | SMALL BUS ONLY | |||
BAIRD PRODUCE | SMALL BUS ONLY | NUPRO CO | SMALL BUS ONLY | |||
BAKE CRAFTERS | SMALL BUS ONLY | NURSERYMENS EXCHANGE | SMALL BUS ONLY | |||
BAKE CRAFTERS FOOD COMPANY | SMALL BUS ONLY | NUTRA BALANCE PRODUCTS | SMALL BUS ONLY | |||
BAKE N JOY | SMALL BUS ONLY | O STEEN MEAT | SMALL BUS ONLY | |||
BAKEMARK SALT LAKE CITY | SMALL BUS ONLY | O TASTY FOODS INC | SMALL BUS ONLY | |||
BAKER BOY | SMALL BUS ONLY | OAK ACRE FARMS | SMALL BUS ONLY | |||
BAKER DISTRIBUTING CO | SMALL BUS ONLY | OAK GROVE SMOKEHOUSE | SMALL BUS ONLY | |||
BAKERS CHEESE FACTORY | SMALL BUS ONLY | OAKHOUSE FARM BAKERY | SMALL BUS ONLY | |||
BAKERS QTY PIZZA CRUSTS INC | SMALL BUS ONLY | OAKHURST DAIRY | SMALL BUS ONLY | |||
BAKERS SERVICE OF S FLORIDA | SMALL BUS ONLY | OASIS FOODS | SMALL BUS ONLY | |||
BAKERY EXPRS MID ATLANTIC INC | SMALL BUS ONLY | OB MACARONI | SMALL BUS ONLY | |||
BAKING CO OF UKIAH | SMALL BUS ONLY | OBERTO SAUSAGE COMPANY | SMALL BUS ONLY | |||
BALTER SALES CO | SMALL BUS ONLY | OCEAN BLUE PRODUCTS INC | SMALL BUS ONLY | |||
BALTIC LINEN CO INC | SMALL BUS ONLY | OCEAN KING ENTERPRISES INC | SMALL BUS ONLY | |||
BANDWAGON BROKERAGE INC | SMALL BUS ONLY | OCEAN MIST FARMS (PA) | SMALL BUS ONLY | |||
BANNER FRUIT INC. | SMALL BUS ONLY | ODELL MOP COMPANY | SMALL BUS ONLY | |||
BAR MAID CORP | SMALL BUS ONLY | ODELLS | SMALL BUS ONLY | |||
BAR W MEAT CO | SMALL BUS ONLY | ODYSSEY ENTERPRISE | SMALL BUS ONLY | |||
BARBERAS INC | SMALL BUS ONLY | OFF THE DOCK SEAFOOD | SMALL BUS ONLY | |||
BAREMANS DAIRY | SMALL BUS ONLY | OHIO PACKING | SMALL BUS ONLY | |||
BARI FOODS | SMALL BUS ONLY | OK RESTAURANT SUPPLY | SMALL BUS ONLY | |||
BARON SPICES | SMALL BUS ONLY | OKLAHOMA CITY MEAT CO | SMALL BUS ONLY | |||
BARRINGER MARKETING GROUP | SMALL BUS ONLY | OLD FASHIONED KITCHEN | SMALL BUS ONLY | |||
BARTLOW HOLDINGS LLC | SMALL BUS ONLY | OLD MANSION FOODS | SMALL BUS ONLY | |||
BARTUSH SCHNITZIUS FOOD CO | SMALL BUS ONLY | OLD SOUTH FOODS | SMALL BUS ONLY | |||
BASCOM | SMALL BUS ONLY | OLD WORLD FOODS | SMALL BUS ONLY | |||
BASCOM FAMILY FARMS INC | SMALL BUS ONLY | OLD WORLD SPCES & SEASNGS INC | SMALL BUS ONLY | |||
BASIC CONVENIENCE FDS | SMALL BUS ONLY | OLIVER PRODUCTS CORP | SMALL BUS ONLY | |||
BASIN GOLD COOPERATIVE | SMALL BUS ONLY | OLYMPIA GYROS US | SMALL BUS ONLY | |||
BASQUE FRENCH BAKERY | SMALL BUS ONLY | OLYMPUS GOURMET ROAST | SMALL BUS ONLY | |||
BAUDINS SAUSAGE KITHCHEN | SMALL BUS ONLY | OMAHA BOX CO | SMALL BUS ONLY | |||
BAUMER FOODS CO | SMALL BUS ONLY | OMAR COFFEE CO. | SMALL BUS ONLY | |||
BAVARIA SAUSAGE | SMALL BUS ONLY | OMNI FOODS INC | SMALL BUS ONLY | |||
BAVARIAN MEAT PRODUCTS | SMALL BUS ONLY | ON COR FROZEN FOODS LLC | SMALL BUS ONLY | |||
BAY AREA HERBS & SPECIALTIES | SMALL BUS ONLY | ONE OF A KIND | SMALL BUS ONLY | |||
BAY STATE MILLING | SMALL BUS ONLY | ONE PIE CANNING CO | SMALL BUS ONLY | |||
BAYS ENGLISH MUFFIN | SMALL BUS ONLY | ONLINE PACKAGING INC | SMALL BUS ONLY | |||
BC BUNDT INC | SMALL BUS ONLY | OPAS SMOKED MEATS | SMALL BUS ONLY | |||
BC FROZEN FOODS LTD | SMALL BUS ONLY | OR DERVS INC | SMALL BUS ONLY | |||
BCW FOOD PRODUCTS INC | SMALL BUS ONLY | ORCA BAY SEAFOOD | SMALL BUS ONLY | |||
BD&K FOODS INC | SMALL BUS ONLY | ORCHID ISLAND JUICE | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
49
BEANZ MAN THE | SMALL BUS ONLY | ORDERMATIC CORP | SMALL BUS ONLY | |||
BEAR BOTTON FARMS | SMALL BUS ONLY | OREGON CHERRY GROWERS INC | SMALL BUS ONLY | |||
BEAVER MEADOWS CREAMER | SMALL BUS ONLY | OREGON ICE CREAM | SMALL BUS ONLY | |||
BEAVERTON FOODS INC | SMALL BUS ONLY | ORGANIC HARVEST NEWORK | SMALL BUS ONLY | |||
BEDFORD INDUSTRIES | SMALL BUS ONLY | ORGANIC MILLING | SMALL BUS ONLY | |||
BEE BEE QUE | SMALL BUS ONLY | ORGANICALLY GROWN COOP | SMALL BUS ONLY | |||
BEEF INTL | SMALL BUS ONLY | ORIGINAL CHICAGO PRODUCE | SMALL BUS ONLY | |||
BEEFMASTER CATTLEMEN LP | SMALL BUS ONLY | ORIGINAL LEMON WRAP | SMALL BUS ONLY | |||
BEER EXPRESS | SMALL BUS ONLY | ORION SEAFOOD INTL INC | SMALL BUS ONLY | |||
BELGIOIOSO CHEESE INC | SMALL BUS ONLY | ORION TRADING CORP | SMALL BUS ONLY | |||
BELL TASTY FOODS INC | SMALL BUS ONLY | ORLANDO FOOD SALES INC | SMALL BUS ONLY | |||
BEN HILL GRIFFIN INC | SMALL BUS ONLY | ORLEANS PACKING CO | SMALL BUS ONLY | |||
BENCH MARK POTATO | SMALL BUS ONLY | OROWHEAT FOODS OF BOISE | SMALL BUS ONLY | |||
BENEDETTI FARMS INC | SMALL BUS ONLY | OTAY MESA REPACKERS | SMALL BUS ONLY | |||
BENNER CHINA GLASSWARE OF FLA | SMALL BUS ONLY | OTIS MCALLISTER INC | SMALL BUS ONLY | |||
BERGHOFF INTERNATIONAL INC | SMALL BUS ONLY | OTT FOOD PRODUCTS CO | SMALL BUS ONLY | |||
BERKELEY FLORIST SUPPLY | SMALL BUS ONLY | OUT OF THE SHELL LLC | SMALL BUS ONLY | |||
BERKS PACKING CO INC | SMALL BUS ONLY | OUT OF THE SHELL LLC DBA LINGS | SMALL BUS ONLY | |||
BERNARD FOOD INDUSTRIES | SMALL BUS ONLY | OUTDOOR LIFESTYLE | SMALL BUS ONLY | |||
BERNER CHEESE | SMALL BUS ONLY | OVEN FRESH BAKING | SMALL BUS ONLY | |||
BERRY VEAL CORP | SMALL BUS ONLY | OXFORD FOODS DBA BAY VALLEY | SMALL BUS ONLY | |||
BEST MANUFACTURERS | SMALL BUS ONLY | OXFORD TRADING INC | SMALL BUS ONLY | |||
BEST ORIENTAL PRODUCE | SMALL BUS ONLY | OZARK MOUNTAIN PORK CO OP | SMALL BUS ONLY | |||
BEST PROVISION INC | SMALL BUS ONLY | P&C MEAT INC | SMALL BUS ONLY | |||
BEST QUALITY BREAD STICKS CORP | SMALL BUS ONLY | P&G TRADING CO INC | SMALL BUS ONLY | |||
BETTER LIFE PRODUCE | SMALL BUS ONLY | P&P FARMS | SMALL BUS ONLY | |||
BIA CORDON BLEU INC | SMALL BUS ONLY | P.D.G WAREHOUSE | SMALL BUS ONLY | |||
BIAZZO DAIRY PRODUCTS | SMALL BUS ONLY | PACA FOODS INC | SMALL BUS ONLY | |||
BIDDLE ENTERPRISES | SMALL BUS ONLY | PACIFIC AGRI PRODUCTS | SMALL BUS ONLY | |||
BIG D INDUSTRIES | SMALL BUS ONLY | PACIFIC COAST PRODUCERS | SMALL BUS ONLY | |||
BIG GUS ONION RINGS | SMALL BUS ONLY | PACIFIC COLLIER | SMALL BUS ONLY | |||
BIG J MILLING & ELEVATOR CO | SMALL BUS ONLY | PACIFIC FOOD SOURCE | SMALL BUS ONLY | |||
BIG KAHUNA OF FLORIDA INC | SMALL BUS ONLY | PACIFIC FOODS OF OREGON | SMALL BUS ONLY | |||
BIG RED TOMATO PACKERS | SMALL BUS ONLY | PACIFIC GOURMET | SMALL BUS ONLY | |||
BIG TRAIN | SMALL BUS ONLY | PACIFIC PKGING COMPONENTS INC | SMALL BUS ONLY | |||
BILOXI FREEZING & PROCESSING | SMALL BUS ONLY | PACIFIC PLUS INTL INC | SMALL BUS ONLY | |||
BIRKETT MILLS | SMALL BUS ONLY | PACIFIC PRODUCE (AMERI) | SMALL BUS ONLY | |||
BISHOP BROTHERS | SMALL BUS ONLY | PACIFIC SPICE COMPANY | SMALL BUS ONLY | |||
BK ENTERPRISES SPECIALITY FDS | SMALL BUS ONLY | PACIFIC TRANSDUCER | SMALL BUS ONLY | |||
BLACKHAWK BAKERY | SMALL BUS ONLY | PACIFICA FOODS LLC | SMALL BUS ONLY | |||
BLAINE HARTLEY INC | SMALL BUS ONLY | PACO PACKERS INC | SMALL BUS ONLY | |||
BLENDEX COMPANY | SMALL BUS ONLY | PADERNO WORLD CUISINE | SMALL BUS ONLY | |||
BLISS BROS DAIRY INC | SMALL BUS ONLY | PAGE FOODS | SMALL BUS ONLY | |||
BLOCK BROKERAGE & DISTRIBUTION | SMALL BUS ONLY | PAHL FARMS INC | SMALL BUS ONLY | |||
BLOEMERS FOOD SALES | SMALL BUS ONLY | PALMER CANDY CO | SMALL BUS ONLY | |||
BLOOMFIELD BAKERS | SMALL BUS ONLY | PALMIERI FOOD PRODUCTS | SMALL BUS ONLY | |||
BLOSSOM VALLEY | SMALL BUS ONLY | PAN AMERICAN BANANA | SMALL BUS ONLY | |||
BLUE BANNER | SMALL BUS ONLY | PANAMA BANANA DIST CO | SMALL BUS ONLY | |||
BLUE PLANET FOODS LTD | SMALL BUS ONLY | PAPA CANTELLAS INC | SMALL BUS ONLY | |||
BLUE RIBBON MEATS INC | SMALL BUS ONLY | PAPER PRODUCTS CO | SMALL BUS ONLY | |||
BLUEGRASS QUALITY MEATS | SMALL BUS ONLY | PAPPARDELLES PASTA | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
50
BOB BETTER BEEF | SMALL BUS ONLY | PARADISE FRUIT & VETABLE | SMALL BUS ONLY | |||
BOBBY SALAZARS | SMALL BUS ONLY | PARADISE PRODUCE DISTRIB | SMALL BUS ONLY | |||
BOC PACKAGING | SMALL BUS ONLY | PARIS BROTHERS INC | SMALL BUS ONLY | |||
BOCA GRANDE FOODS | SMALL BUS ONLY | PARKER PRODUCTS INC | SMALL BUS ONLY | |||
BOF ASSOCIATES | SMALL BUS ONLY | PARKERS FARM INC | SMALL BUS ONLY | |||
BOGDON CANDY CO INC | SMALL BUS ONLY | PARMALAT CANADA INC | SMALL BUS ONLY | |||
BOGHOSIAN RAISIN | SMALL BUS ONLY | PARROT ICE DRINK PRODUCTS AMER | SMALL BUS ONLY | |||
BOISE COLD STORAGE | SMALL BUS ONLY | PARTHENON IMPORTERS 1998 LTD | SMALL BUS ONLY | |||
BOLNERS FIESTA | SMALL BUS ONLY | PASTA E PANI | SMALL BUS ONLY | |||
BON CHEF INC | SMALL BUS ONLY | PASTA FACTORY | SMALL BUS ONLY | |||
BON SECOUR FISHERIES | SMALL BUS ONLY | PASTA FESTIVALE INC | SMALL BUS ONLY | |||
BON SUISSE | SMALL BUS ONLY | PASTA MIA | SMALL BUS ONLY | |||
BONANZA PRODUCE | SMALL BUS ONLY | PASTENE COMPANY | SMALL BUS ONLY | |||
BONERTS SLICE OF PIE | SMALL BUS ONLY | PATAK BOHEMIA | SMALL BUS ONLY | |||
BONGARDS CREAMERIES | SMALL BUS ONLY | PATERSON PACIFIC PARCHMENT | SMALL BUS ONLY | |||
BORTON MARKETING CO LTD. | SMALL BUS ONLY | PATISSERIE DE FRANCE | SMALL BUS ONLY | |||
BOSCOLI FOODS INC | SMALL BUS ONLY | PATTERSON FOODS INC | SMALL BUS ONLY | |||
BOSKOVICH | SMALL BUS ONLY | PATTERSON VEGETABLE CO | SMALL BUS ONLY | |||
BOSTON BRISKET CO INC | SMALL BUS ONLY | PATTON CO | SMALL BUS ONLY | |||
BOSTON COFFEE CAKE LLC | SMALL BUS ONLY | PAUL BARNETT SEAFOOD INC | SMALL BUS ONLY | |||
BOSTON FISH MARKET INC | SMALL BUS ONLY | PAUL J MACRIE INC | SMALL BUS ONLY | |||
BOSTON LOBSTER CO | SMALL BUS ONLY | PAUMIES PORKIES | SMALL BUS ONLY | |||
BOTSFORD & GOODFELLO | SMALL BUS ONLY | PBI | SMALL BUS ONLY | |||
BOTTEMA BAKERY | SMALL BUS ONLY | PBI MARKET EQUIPMENT INC | SMALL BUS ONLY | |||
BOWLES PACKAGING | SMALL BUS ONLY | PEARL MEAT PACKING CO | SMALL BUS ONLY | |||
BOYDS COFFEE COMPANY | SMALL BUS ONLY | PEARL RIVER PASTRY & CHOC LLC | SMALL BUS ONLY | |||
BRAKEBUSH BROS INC | SMALL BUS ONLY | PECAN DELUXE CANDY | SMALL BUS ONLY | |||
BRASS SMITH INC | SMALL BUS ONLY | PECHTERS BAKING GROUP | SMALL BUS ONLY | |||
BREADMASTERS ENTERPRISES INC | SMALL BUS ONLY | PEDDLERS SON | SMALL BUS ONLY | |||
BRICINS INC | SMALL BUS ONLY | PEER FOOD GROUP INC | SMALL BUS ONLY | |||
BRIGHTON MILLS | SMALL BUS ONLY | PEERLESS COFFEE CO | SMALL BUS ONLY | |||
BRISTOL SEAFOOD INC | SMALL BUS ONLY | PEGGYS PRIDE | SMALL BUS ONLY | |||
BRITE VISION MEDIA | SMALL BUS ONLY | PELLEGRINO FOOD PRODUCTS | SMALL BUS ONLY | |||
BROADLEAF VENISON INC | SMALL BUS ONLY | PELLERITO FOODS | SMALL BUS ONLY | |||
BROADWAY CORNED BEEF CO | SMALL BUS ONLY | PELLMAN FOODS INC | SMALL BUS ONLY | |||
BROOKS H & CO | SMALL BUS ONLY | PENDERYS INC | SMALL BUS ONLY | |||
BROOKSIDE FOODS INC | SMALL BUS ONLY | PENGUIN FROZEN FOODS | SMALL BUS ONLY | |||
BROTHERS BAKING | SMALL BUS ONLY | PEPIN HEIGHTS ORCHARD | SMALL BUS ONLY | |||
BROTHERS FINE FOODS | SMALL BUS ONLY | PEPSI COLA | SMALL BUS ONLY | |||
BROWN PACKING CO | SMALL BUS ONLY | PERESTROIKA PRODUCTS LTD | SMALL BUS ONLY | |||
BROWNIE BAKER | SMALL BUS ONLY | PERMAPACK INC | SMALL BUS ONLY | |||
BRUCE NEWLON CO INC | SMALL BUS ONLY | PERO PACKING & SALES | SMALL BUS ONLY | |||
BRUCKEN FOOD | SMALL BUS ONLY | PERONA FARMS FOOD | SMALL BUS ONLY | |||
BRUNO PEPPER | SMALL BUS ONLY | PETERSON FARMS INC | SMALL BUS ONLY | |||
BRUNO SPECIALTY FOODS | SMALL BUS ONLY | PETRA WHOLESALE & BAKERY | SMALL BUS ONLY | |||
BRYANT PRESERVING | SMALL BUS ONLY | PEZ CANDY, INC. | SMALL BUS ONLY | |||
BSI LLC | SMALL BUS ONLY | PG MOLANARI&SONS | SMALL BUS ONLY | |||
BUBBA FOODS LLC | SMALL BUS ONLY | PGI SAUGATUCK INC | SMALL BUS ONLY | |||
BUBBLES BAKING CO | SMALL BUS ONLY | PHILLIPS DISTRIBUTION INC | SMALL BUS ONLY | |||
BUCCANEER BROKERAGE | SMALL BUS ONLY | PHILLIPS FOODS | SMALL BUS ONLY | |||
BUCKHEAD BREAD COMPANY | SMALL BUS ONLY | PHOENIX FOODS INC | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
51
BUDD FOODS | SMALL BUS ONLY | PHOENIX MUSHROOMS (FALCON) | SMALL BUS ONLY | |||
BUDDYS KITCHEN | SMALL BUS ONLY | PIANTEDOSI BAKING CO | SMALL BUS ONLY | |||
BUENO MARKETING INC | SMALL BUS ONLY | PIAZZA SEAFOOD WORLD LLC | SMALL BUS ONLY | |||
BUNGE CANADA | SMALL BUS ONLY | PICK-RITE BROKERAGE | SMALL BUS ONLY | |||
BUONO VITA INC | SMALL BUS ONLY | PIERRE FOODS CLOVERVALE FARMS | SMALL BUS ONLY | |||
BURDEN PRODUCTS | SMALL BUS ONLY | PILOT TRADING | SMALL BUS ONLY | |||
BURGER MAKER INC | SMALL BUS ONLY | PINNACLE CHEESE CO | SMALL BUS ONLY | |||
BURGERS OZARK | SMALL BUS ONLY | PITCO FRIALATOR | SMALL BUS ONLY | |||
BURKE MARKETING CORP | SMALL BUS ONLY | PITTSBURGH SEAFOODS | SMALL BUS ONLY | |||
BURLESONS INC | SMALL BUS ONLY | PJ LOBSTER COMPANY | SMALL BUS ONLY | |||
BURRY FOODSERVICE | SMALL BUS ONLY | PJS CORRUGATED INC | SMALL BUS ONLY | |||
BUSHMANS INC | SMALL BUS ONLY | PLAINS MEAT CO | SMALL BUS ONLY | |||
BUSHMANS INCORPORATED | SMALL BUS ONLY | PLASTIC WORLD INC | SMALL BUS ONLY | |||
BUSHWICK COMMISSION | SMALL BUS ONLY | PLASTOCON INC | SMALL BUS ONLY | |||
BUTCHER BLOCK | SMALL BUS ONLY | PLATINUM PRODUCE INC | SMALL BUS ONLY | |||
BUTCHS CAJUN SEASONING | SMALL BUS ONLY | PLAZA SWEETS | SMALL BUS ONLY | |||
BUTTERFIELD FOODS CO INC | SMALL BUS ONLY | PLYMOUTH BEEF | SMALL BUS ONLY | |||
BUYERS DISTRIBUTING INC | SMALL BUS ONLY | PLYMOUTH POULTRY | SMALL BUS ONLY | |||
BVT CHEF REVIVAL INC | SMALL BUS ONLY | PMO WILDWOOD | SMALL BUS ONLY | |||
BYRD INTERNATIONAL | SMALL BUS ONLY | POCASSET SEAFOOD | SMALL BUS ONLY | |||
BYRNE DAIRY | SMALL BUS ONLY | POCHE MARKET & RESTAURANT | SMALL BUS ONLY | |||
BYRON CENTER MEATS | SMALL BUS ONLY | POCINO FOODS CO | SMALL BUS ONLY | |||
C PACIFIC FOODS INC | SMALL BUS ONLY | POLENTA CO | SMALL BUS ONLY | |||
C&C PRODUCE | SMALL BUS ONLY | POLKS MEAT PRODUCTS | SMALL BUS ONLY | |||
C&F PACKING | SMALL BUS ONLY | POLLEN RANCH | SMALL BUS ONLY | |||
C&H SUGAR | SMALL BUS ONLY | PONG CHIEN TRADING INC | SMALL BUS ONLY | |||
C&K MFG SALES CO | SMALL BUS ONLY | PONTCHARTRAIN BLUE CRAB INC | SMALL BUS ONLY | |||
C&M FOOD DISTRIBUTING, INC. | SMALL BUS ONLY | PONTRELLI & LARICCHIA INC | SMALL BUS ONLY | |||
C.M.V. WAREHOUSE (CHIQUITA) | SMALL BUS ONLY | POPCORN ETC | SMALL BUS ONLY | |||
CACIQUE DIST USA | SMALL BUS ONLY | POPCORN MAN | SMALL BUS ONLY | |||
CADCO LTD | SMALL BUS ONLY | POPPIES INTERNATIONAL INC | SMALL BUS ONLY | |||
CADILLAC COFFEE CO | SMALL BUS ONLY | PORT ROYAL | SMALL BUS ONLY | |||
CAESARS PASTA PROD | SMALL BUS ONLY | PORTESIS ITALIAN FOOD | SMALL BUS ONLY | |||
CAFE VALLEY INC | SMALL BUS ONLY | POTANDON PRODUCE LLC | SMALL BUS ONLY | |||
CAFFE D AMORE | SMALL BUS ONLY | POTATO PRODUCTS OF IDAHO | SMALL BUS ONLY | |||
CAJUN CHEF | SMALL BUS ONLY | POVERTY BAY COFFEE CO | SMALL BUS ONLY | |||
CAJUN STUFF | SMALL BUS ONLY | PRECISION FOODS INC | SMALL BUS ONLY | |||
CAJUNS CHOICE FOOD | SMALL BUS ONLY | PREFERRED MEALS SYSTEMS | SMALL BUS ONLY | |||
CAL CEL MARKETING INC | SMALL BUS ONLY | PREMIER MANAGEMENT GROUP LLC | SMALL BUS ONLY | |||
CAL FRESCO QUALITY FRUITS&VEG | SMALL BUS ONLY | PREMIUM MEATS INC | SMALL BUS ONLY | |||
CAL MIL PLASTIC | SMALL BUS ONLY | PRIDE OF THE POND | SMALL BUS ONLY | |||
CAL NET PRODUCE INC | SMALL BUS ONLY | PRIMAL ESSENCE | SMALL BUS ONLY | |||
CAL TEX CITRUS JUICE | SMALL BUS ONLY | PRIME CHOICE FOODS WEST | SMALL BUS ONLY | |||
CALAVO GROWERS | SMALL BUS ONLY | PRIME PAK | SMALL BUS ONLY | |||
CALHOUN BEND MILL | SMALL BUS ONLY | PRIME PAK FOODS INC | SMALL BUS ONLY | |||
CALICO COTTAGE INC | SMALL BUS ONLY | PRIMO PROMOS INC | SMALL BUS ONLY | |||
CALIFORNIA APPLE PRODUCT | SMALL BUS ONLY | PRIVATE SPRING WATER | SMALL BUS ONLY | |||
CALIFORNIA CHARCOAL & FIREWOOD | SMALL BUS ONLY | PRO REPS EXPRESS | SMALL BUS ONLY | |||
CALIFORNIA CITRUS | SMALL BUS ONLY | PRO TEAM | SMALL BUS ONLY | |||
CALIFORNIA GARLIC COMPANY | SMALL BUS ONLY | PRO TECH MATS IND | SMALL BUS ONLY | |||
CALIFORNIA SEAFOOD & PRODUCE | SMALL BUS ONLY | PRO TECH MATS INDUSTRIES INC | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
52
CALKINS & BURKE LTD | SMALL BUS ONLY | PROCESSED FOODS | SMALL BUS ONLY | |||
CALLICO DISTRIBUTORS | SMALL BUS ONLY | PROCESSED FOODS CORP | SMALL BUS ONLY | |||
CAMANCHACA INC | SMALL BUS ONLY | PROCLEAN | SMALL BUS ONLY | |||
CAMBRIDGE FARMS | SMALL BUS ONLY | PRODOTTI MEDITERRANEI INC | SMALL BUS ONLY | |||
CAMPIONE D ITALIA FOODS | SMALL BUS ONLY | PRODUCE ALLIANCE | SMALL BUS ONLY | |||
CANADA DRY | SMALL BUS ONLY | PRODUCE EXCHANGE CO, INC | SMALL BUS ONLY | |||
CANBERRA CORP SMS | SMALL BUS ONLY | PRODUCE WORLD INC | SMALL BUS ONLY | |||
CANDLE LAMP COMPANY LLC | SMALL BUS ONLY | PRODUCERS PEANUT | SMALL BUS ONLY | |||
CANDY TECH | SMALL BUS ONLY | PROFESSIONAL BAKEWARE COMPANY | SMALL BUS ONLY | |||
CANNON MARKETING INC | SMALL BUS ONLY | PROFESSIONAL PRODUCE | SMALL BUS ONLY | |||
CANTARE FOODS | SMALL BUS ONLY | PROFISH LIMITED | SMALL BUS ONLY | |||
CAP CREATIONS LLC | SMALL BUS ONLY | PROFIT TIME INC | SMALL BUS ONLY | |||
CAPITOL DISTRIBUTION CO | SMALL BUS ONLY | PROGRAM | SMALL BUS ONLY | |||
CAPITOL DISTRIBUTION CO LLC | SMALL BUS ONLY | PROGRESSIVE SPECIALTY GLASS | SMALL BUS ONLY | |||
CAPPUCCINE | SMALL BUS ONLY | PROMOTION IN MOTION CO | SMALL BUS ONLY | |||
CAPTAIN FOODS INC | SMALL BUS ONLY | PRONTO PRODUCTS CO | SMALL BUS ONLY | |||
CAPTAIN KEN | SMALL BUS ONLY | PROTECTO | SMALL BUS ONLY | |||
CAPTAIN SPONGEFOOT TRADING CO | SMALL BUS ONLY | PROTEIN SOLUTIONS | SMALL BUS ONLY | |||
CARCIONES FRESH PRODUCE | SMALL BUS ONLY | PUCKERED PICKLE CO | SMALL BUS ONLY | |||
CARDILE BROTHERS MUSHROOM | SMALL BUS ONLY | PUMILIA PIZZA SHELL INC | SMALL BUS ONLY | |||
CARDINAL INTERNATIONAL | SMALL BUS ONLY | PURCELL INTL | SMALL BUS ONLY | |||
CARDINAL PRODUCTS | SMALL BUS ONLY | PURCHASE ORDER OF MIA. | SMALL BUS ONLY | |||
CARDONA | SMALL BUS ONLY | PURDY PRODUCTS | SMALL BUS ONLY | |||
CARLISLE FOOD SYSTEMS | SMALL BUS ONLY | PURE TECH WATERS OF AMERICA | SMALL BUS ONLY | |||
CARMENS CHIPC INC | SMALL BUS ONLY | PURIFRY | SMALL BUS ONLY | |||
CAROLINA CLASSICS CAT FISH INC | SMALL BUS ONLY | PURITAN FOODS | SMALL BUS ONLY | |||
CAROLINA CLASSICS CATFISH | SMALL BUS ONLY | PUTNAM PLASTICS | SMALL BUS ONLY | |||
CAROLINA MOUNTAIN | SMALL BUS ONLY | QUAKER BAKERY | SMALL BUS ONLY | |||
CAROLINA TABLE MFG CO INC | SMALL BUS ONLY | QUAKER HILL FARMS | SMALL BUS ONLY | |||
CARRIAGE HOUSE CO | SMALL BUS ONLY | QUAKER MAID MEATS INC | SMALL BUS ONLY | |||
CARRINGTON FOODS | SMALL BUS ONLY | QUALITY CANDY CO INC | SMALL BUS ONLY | |||
CARSOS PASTA INC | SMALL BUS ONLY | QUALITY CULTIVATORS LTD | SMALL BUS ONLY | |||
CARTER & SPENCER INTNL | SMALL BUS ONLY | QUALITY MEATS & SEAFOOD | SMALL BUS ONLY | |||
CARUSO PRODUCE | SMALL BUS ONLY | QUEENS PRODUCE | SMALL BUS ONLY | |||
CARUSOS COFFEE | SMALL BUS ONLY | QUEST | SMALL BUS ONLY | |||
CASA DILISIO INC | SMALL BUS ONLY | QUICK DISPENSE INC | SMALL BUS ONLY | |||
CASA PONS USA INC | SMALL BUS ONLY | QUINCY STREET | SMALL BUS ONLY | |||
CASCADE BEVERAGE SERVICES | SMALL BUS ONLY | QUON YICK NOODLE CO INC | SMALL BUS ONLY | |||
CASCADE FRUIT MARKETING | SMALL BUS ONLY | QZINA SPECIALTY FOODS | SMALL BUS ONLY | |||
CASE PORK ROLL CO INC | SMALL BUS ONLY | R CASTANEDA | SMALL BUS ONLY | |||
CASTELLI USA LLC | SMALL BUS ONLY | R&B WHOLESALE DISTRIBUTORS INC | SMALL BUS ONLY | |||
CASTLE CHEESE WEST INC | SMALL BUS ONLY | R&R INDUSTRIES | SMALL BUS ONLY | |||
CASTLE IMPORTING INC | SMALL BUS ONLY | RACINE DANISH | SMALL BUS ONLY | |||
CATALINA FINER FOODS | SMALL BUS ONLY | RAFAEL CASTANEDA FARM | SMALL BUS ONLY | |||
CATANIA SPAGNA CORP | SMALL BUS ONLY | RAIMONDI & SONS INC | SMALL BUS ONLY | |||
CATHAY FOODS CO | SMALL BUS ONLY | RAINBOW SEAFOOD | SMALL BUS ONLY | |||
CATTANEO BROS. INC. | SMALL BUS ONLY | RAINIER FRUIT CO | SMALL BUS ONLY | |||
CAVAZOS FRUIT&VEG CO INC | SMALL BUS ONLY | RAINSWEET INC | SMALL BUS ONLY | |||
CAVENDISH GAME BIRDS INC | SMALL BUS ONLY | RAM DISTRIBUTORS | SMALL BUS ONLY | |||
CCD MUSHROOM CO. | SMALL BUS ONLY | RAMARC FOODS | SMALL BUS ONLY | |||
CDS DISTRIBUTING INC | SMALL BUS ONLY | RANDOLPH PACKING | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
53
CEDAR CREST SPECIALITIES | SMALL BUS ONLY | RANKIN DELUXE | SMALL BUS ONLY | |||
CENTRAL COAST | SMALL BUS ONLY | RAW SEAFOOD INC | SMALL BUS ONLY | |||
CENTRAL PLASTIC & RUBB | SMALL BUS ONLY | RAYMONDS | SMALL BUS ONLY | |||
CENTRAL PRODUCE CO | SMALL BUS ONLY | RAYMUNDO FOOD PRODUCTS INC | SMALL BUS ONLY | |||
CENTRAL SEAFOOD | SMALL BUS ONLY | RAYS MEATS | SMALL BUS ONLY | |||
CERTI FRESH FOODS INC | SMALL BUS ONLY | RAYTON PACKING | SMALL BUS ONLY | |||
CERTIFIED BAKERY INC | SMALL BUS ONLY | RC TAYLOR WHOLESALE | SMALL BUS ONLY | |||
CF CHEFS INC | SMALL BUS ONLY | RCG FOODS, INC | SMALL BUS ONLY | |||
CH GUENTHER & SONS INC | SMALL BUS ONLY | RCH ENTERPRISES | SMALL BUS ONLY | |||
CHANDLER FOODS INC | SMALL BUS ONLY | READ PRODUCTS INC | SMALL BUS ONLY | |||
CHANNEL FISH PROCESSING | SMALL BUS ONLY | REAL FOOD MKTG | SMALL BUS ONLY | |||
CHANNEL MANUFACTURING | SMALL BUS ONLY | REAVES BROKERAGE CO | SMALL BUS ONLY | |||
CHANNEL MFG CORP | SMALL BUS ONLY | RED DOOR PIZZERIA INC | SMALL BUS ONLY | |||
CHAR CRUST | SMALL BUS ONLY | RED HOT CHICAGO | SMALL BUS ONLY | |||
CHARLES CHRISTIAN DIST | SMALL BUS ONLY | RED OSIER FOOD PRODUCTS LLC | SMALL BUS ONLY | |||
CHARLES D JONES | SMALL BUS ONLY | REDCO FOODSERVICE EQUIP LLC | SMALL BUS ONLY | |||
CHARLES RITTER INC | SMALL BUS ONLY | REED & BARTON | SMALL BUS ONLY | |||
CHARLIE TROTTER FOODS | SMALL BUS ONLY | REED FOOD TECHNOLOGY | SMALL BUS ONLY | |||
CHARLIES MARKET | SMALL BUS ONLY | REEDS INC | SMALL BUS ONLY | |||
CHARLIES PRIDE | SMALL BUS ONLY | REEVES FARMS | SMALL BUS ONLY | |||
CHATTANOOGA BAKERY | SMALL BUS ONLY | REFRIGIWEAR INC | SMALL BUS ONLY | |||
CHECK MATES CONFECTIONERY CO | SMALL BUS ONLY | REGAL SPRINGS TRADING FRZ FISH | SMALL BUS ONLY | |||
CHEESE MERCHANTS OF AMERICA | SMALL BUS ONLY | REGENCY WRAPS INC | SMALL BUS ONLY | |||
CHEESE SMOKERS INC | SMALL BUS ONLY | REICHEL FOODS LLC | SMALL BUS ONLY | |||
CHEESECAKE ROYALE | SMALL BUS ONLY | REILLY DAIRY & FOOD CO | SMALL BUS ONLY | |||
CHEEZWHSE.COM | SMALL BUS ONLY | RELIANT FOODSERVICE | SMALL BUS ONLY | |||
CHEF CREATIONS INC | SMALL BUS ONLY | RELYCO SALES INC | SMALL BUS ONLY | |||
CHEF JOHN FOLSE | SMALL BUS ONLY | REMA FOODS INC | SMALL BUS ONLY | |||
CHEF REQUESTED FOODS | SMALL BUS ONLY | REMAGEN INC | SMALL BUS ONLY | |||
CHEF ROBERTS FOODS | SMALL BUS ONLY | RENFRO FOODS INC | SMALL BUS ONLY | |||
CHEF WORKS | SMALL BUS ONLY | REPUBLIC OF TEA | SMALL BUS ONLY | |||
CHEFS CHOICE MESQUITE | SMALL BUS ONLY | RESOURCE SALES & MARKETING | SMALL BUS ONLY | |||
CHEFWARE | SMALL BUS ONLY | RG PRODUCE, INC. | SMALL BUS ONLY | |||
CHEFWEAR INC | SMALL BUS ONLY | RHODES INTL | SMALL BUS ONLY | |||
CHEMUNG SPRING WATER | SMALL BUS ONLY | RICE FRUIT CO | SMALL BUS ONLY | |||
CHERNOFF SALES INC | SMALL BUS ONLY | RICELAND CRAWFISH INC | SMALL BUS ONLY | |||
CHERRY CENTRAL | SMALL BUS ONLY | RICHARD & SON | SMALL BUS ONLY | |||
CHESSAPEAKE FISH COMPANY | SMALL BUS ONLY | RICHARD & SONS BAKERY | SMALL BUS ONLY | |||
CHEYNE & CO J.C. | SMALL BUS ONLY | RICHARD BACIGALUPO & SONS INC | SMALL BUS ONLY | |||
CHIANTI CHEESE COMPANY OF NJ | SMALL BUS ONLY | RICHMOND BAKING CO | SMALL BUS ONLY | |||
CHICAGO GOURMET STEAKS | SMALL BUS ONLY | RICKEYS | SMALL BUS ONLY | |||
CHICAGO METALLIC | SMALL BUS ONLY | RIDGEFIELDS BRAND YOGURT | SMALL BUS ONLY | |||
CHICAGOLAND BEVERAGE CO | SMALL BUS ONLY | RILEY READY PACK | SMALL BUS ONLY | |||
CHIEF INDUSTRIES | SMALL BUS ONLY | RINGER & SON BROKERAGE | SMALL BUS ONLY | |||
CHILE GUY | SMALL BUS ONLY | RIO BRAVO PRODUCE LTD CO | SMALL BUS ONLY | |||
CHIMENTIS BAKING CO | SMALL BUS ONLY | RITEMADE PAPER CONVERTERS | SMALL BUS ONLY | |||
CHINCOTEAGUE SEAFOOD | SMALL BUS ONLY | RITTER DISPOSABLES INC | SMALL BUS ONLY | |||
CHINO ICE SERVICES | SMALL BUS ONLY | RIVER CITY PRODUCE | SMALL BUS ONLY | |||
CHIQUITA BRAND INT. INC | SMALL BUS ONLY | RIVERIDGE PRODUCE MARKETING | SMALL BUS ONLY | |||
CHOCOLATE SHOPPE ICE CREAM CO | SMALL BUS ONLY | RIVERSIDE FOODS INC | SMALL BUS ONLY | |||
CHOCOLATES EL REY INC | SMALL BUS ONLY | RIVERTOWN FOODS, INC. | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
54
CHS INC | SMALL BUS ONLY | RJ SCHINNER CO INC | SMALL BUS ONLY | |||
CHUNCO INC | SMALL BUS ONLY | RL ZEIGLER INC | SMALL BUS ONLY | |||
CHUNG HING CO LTD | SMALL BUS ONLY | ROADRUNNER PIZZA | SMALL BUS ONLY | |||
CHUNGS GOURMET FOODS | SMALL BUS ONLY | ROBERTS AMERICAN GOURMET | SMALL BUS ONLY | |||
CHURCH BROTHERS LLC | SMALL BUS ONLY | ROBINS NEST | SMALL BUS ONLY | |||
CIAO BELLA GELATO CO | SMALL BUS ONLY | ROBLES PRODUCE | SMALL BUS ONLY | |||
CIBARIA INTERNATIONAL INC | SMALL BUS ONLY | ROBLING & CATALANI | SMALL BUS ONLY | |||
CINNAMONSTER FRANCHISE GROUP | SMALL BUS ONLY | ROBOT COUPE | SMALL BUS ONLY | |||
CIRCLE C MARKETING | SMALL BUS ONLY | ROCK GARDEN SOUTH | SMALL BUS ONLY | |||
CIRCLE FOOD | SMALL BUS ONLY | ROCKY MOUNTAIN BAGELS LLC | SMALL BUS ONLY | |||
CITADEL ENTERPRISES | SMALL BUS ONLY | ROCKY MOUNTAIN FOODS INC | SMALL BUS ONLY | |||
CITRUS GROUP | SMALL BUS ONLY | ROCKY MOUNTAIN PRODUCTS | SMALL BUS ONLY | |||
CITRUS PROCESSOR INC | SMALL BUS ONLY | ROCKY MOUNTAIN SPICE CO | SMALL BUS ONLY | |||
CITY MEAT STEAK CO | SMALL BUS ONLY | RODRIGUEZ FOODS LTD | SMALL BUS ONLY | |||
CITY WIDE PRODUCE | SMALL BUS ONLY | ROHTSTEIN CORP | SMALL BUS ONLY | |||
CJ UNITED FOOD CORPORATION | SMALL BUS ONLY | ROJAHN & MALANEY CO | SMALL BUS ONLY | |||
CL HENDERSON | SMALL BUS ONLY | ROLAND MARKETING INC | SMALL BUS ONLY | |||
CLASSIC BAKERY | SMALL BUS ONLY | ROMA ESPRESSO | SMALL BUS ONLY | |||
CLASSIC FOODS | SMALL BUS ONLY | ROMEROS FOOD PRODUCTS | SMALL BUS ONLY | |||
CLASSIC FOODS LTD | SMALL BUS ONLY | RON SON | SMALL BUS ONLY | |||
CLASSIC SALADS LLC | SMALL BUS ONLY | RONALD D BOYD | SMALL BUS ONLY | |||
CLEAR VIEW BAG CO INC | SMALL BUS ONLY | RONNOCO COFFEE CO | SMALL BUS ONLY | |||
CLEMENTS PASTRY SHOP | SMALL BUS ONLY | RONSON FOODS INC | SMALL BUS ONLY | |||
CLEVELAND SYRUP | SMALL BUS ONLY | ROSE GARDEN OF JEFFERSON | SMALL BUS ONLY | |||
CLICK CLACK US LLC | SMALL BUS ONLY | ROSSBACH INTERNATIONAL TRADING | SMALL BUS ONLY | |||
CLIFTY FARMS | SMALL BUS ONLY | ROTELLA BAKING | SMALL BUS ONLY | |||
CLOVERDALE FOODS | SMALL BUS ONLY | ROTELLAS ITALIAN BAKERY | SMALL BUS ONLY | |||
CMC FOODS LLC | SMALL BUS ONLY | ROTH KASE USA LTD | SMALL BUS ONLY | |||
CMI DISTRIBUTION LLC | SMALL BUS ONLY | ROYAL ICE CREAM | SMALL BUS ONLY | |||
COAST PACKING | SMALL BUS ONLY | ROYAL INDUSTRIES | SMALL BUS ONLY | |||
COAST SEAFOOD INC | SMALL BUS ONLY | ROYALE BEVERAGES OF ARIZONA | SMALL BUS ONLY | |||
COASTAL PRIDE | SMALL BUS ONLY | RUBICON RESOURCES LLC | SMALL BUS ONLY | |||
COEUR DALENE FRENCH BAKING | SMALL BUS ONLY | RUDYS FOOD PRODUCTS | SMALL BUS ONLY | |||
COLD HOLLOW CIDER MILL | SMALL BUS ONLY | RUMIANO CHEESE CO | SMALL BUS ONLY | |||
COLD STAR | SMALL BUS ONLY | RUPRECHT CO | SMALL BUS ONLY | |||
COLEMAN CONCESSIONS ATLANTA | SMALL BUS ONLY | RUPRECHT WHOLESALE MEATS | SMALL BUS ONLY | |||
COLEMANS | SMALL BUS ONLY | RUSCO PACKAGING INC | SMALL BUS ONLY | |||
COLES QUALITY FOODS | SMALL BUS ONLY | RUSSAKS CURED AND SMOKED MEAT | SMALL BUS ONLY | |||
COLONIAL BAG | SMALL BUS ONLY | RUSSELL FOOD EQUIPMENT | SMALL BUS ONLY | |||
COLONNA BROTHERS INC | SMALL BUS ONLY | RUSSET POTATO EXCHANGE | SMALL BUS ONLY | |||
COLONY SPICE LTD | SMALL BUS ONLY | RV INDUSTRIES INC | SMALL BUS ONLY | |||
COLORADO GOLD CHIPS INC | SMALL BUS ONLY | RW BAKERS | SMALL BUS ONLY | |||
COLORADO NATURAL LLC | SMALL BUS ONLY | S BERTRAM INC | SMALL BUS ONLY | |||
COLORADO TORTILLA | SMALL BUS ONLY | S ROZA & CO INC | SMALL BUS ONLY | |||
COLORS ENTERPRISES | SMALL BUS ONLY | S WALLACE EDWARDS & SONS INC | SMALL BUS ONLY | |||
COLUMBIA EMPIRE FARMS | SMALL BUS ONLY | SA PIAZZA & ASSOCIATES | SMALL BUS ONLY | |||
COLUMBIA FOOD SERVICE INC | SMALL BUS ONLY | SAAGS PRODUCE | SMALL BUS ONLY | |||
COLUMBIA MARKETING INTL | SMALL BUS ONLY | SAAGS PRODUCTS INC | SMALL BUS ONLY | |||
COLUMBINE SPECIALTY PRODUCTS | SMALL BUS ONLY | SAANICH PENINSULA VEG | SMALL BUS ONLY | |||
COMARCO PRODUCTS INC | SMALL BUS ONLY | SACO FOODS INC | SMALL BUS ONLY | |||
COMBS PRODUCE LP | SMALL BUS ONLY | SADLERS BAR B QUE SALES INC | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
55
COMMAND PACKAGING | SMALL BUS ONLY | SAGE & SAND POTATO CO | SMALL BUS ONLY | |||
COMMISSARIAT IMPORTS IN | SMALL BUS ONLY | SAHLEN PACKING CO | SMALL BUS ONLY | |||
COMPONENT DESIGN NW INC | SMALL BUS ONLY | SALONIKA IMPORTS | SMALL BUS ONLY | |||
CONCORD FOODS | SMALL BUS ONLY | SALVAJOR CO | SMALL BUS ONLY | |||
CONECUH SAUSAGE COMPANY INC | SMALL BUS ONLY | SAMBAZON | SMALL BUS ONLY | |||
CONGRESSIONAL SEAFOOD | SMALL BUS ONLY | SAMPCO | SMALL BUS ONLY | |||
CONNECICUT MEAT CO LLC | SMALL BUS ONLY | SAN ANTONIO COMMISSION | SMALL BUS ONLY | |||
CONROY FOODS | SMALL BUS ONLY | SAN DIEGO SPECIALTY PRODUCE | SMALL BUS ONLY | |||
CONROY WHOLESALE | SMALL BUS ONLY | SAN DIEGO SPICE COMPANY | SMALL BUS ONLY | |||
CONSOLIDATED DISTRIBUTION CORP | SMALL BUS ONLY | SAN RALLO PASTA | SMALL BUS ONLY | |||
CONSOLIDATED FARMS INC. | SMALL BUS ONLY | SANDELLAS LLC | SMALL BUS ONLY | |||
CONSOLIDATED MILLS | SMALL BUS ONLY | SANDRIDGE FOOD CORP | SMALL BUS ONLY | |||
CONSOLIDATED WEST DISTRIBUTING | SMALL BUS ONLY | SANDRIDGE GOURMET SALADS | SMALL BUS ONLY | |||
CONSUMERS PRODUCE CO | SMALL BUS ONLY | SANFORD MILLING CO INC | SMALL BUS ONLY | |||
CONTINENTAL FOOD PRODUCTS INC | SMALL BUS ONLY | SANNITI LLC | SMALL BUS ONLY | |||
CONTINENTAL FOOD SALES | SMALL BUS ONLY | SANSON COMPANY | SMALL BUS ONLY | |||
CONTINENTAL POLY BAGS | SMALL BUS ONLY | SANTA CLARA NUT CO | SMALL BUS ONLY | |||
CONTINENTAL SAUSAGE CO | SMALL BUS ONLY | SANTA FE IMPORTERS INC | SMALL BUS ONLY | |||
COOK NATURAL PRODUCTS | SMALL BUS ONLY | SANTANNA BANANA CO INC | SMALL BUS ONLY | |||
COOKIE TREE | SMALL BUS ONLY | SANTINI FOODS INC | SMALL BUS ONLY | |||
COOKIES N MILK | SMALL BUS ONLY | SARANAC BRAND | SMALL BUS ONLY | |||
COOKIETREE BAKERIES | SMALL BUS ONLY | SARATOGA SPRING WATER CO | SMALL BUS ONLY | |||
COOKTEK INC | SMALL BUS ONLY | SARATOGA SPRINGS WATER | SMALL BUS ONLY | |||
COOPER TEA COMPANY | SMALL BUS ONLY | SARTORI FOODS CORP | SMALL BUS ONLY | |||
COOSEMANS | SMALL BUS ONLY | SASSY SAUCE INC | SMALL BUS ONLY | |||
COOSEMANS ATLANTA INC | SMALL BUS ONLY | SATICOY LEMON #1 (SK) | SMALL BUS ONLY | |||
COOSEMANS BOSTON INC | SMALL BUS ONLY | SATICOY LEMONS #3 (SK) | SMALL BUS ONLY | |||
COOSEMANS CLEVELAND | SMALL BUS ONLY | SAUCE FACTORY LLC | SMALL BUS ONLY | |||
COOSEMANS DALLAS INC | SMALL BUS ONLY | SAVE ON SEAFOOD | SMALL BUS ONLY | |||
COOSEMANS DC | SMALL BUS ONLY | SC SEASONING CO | SMALL BUS ONLY | |||
COOSEMANS DENVER INC | SMALL BUS ONLY | SCENIC FRUIT CO | SMALL BUS ONLY | |||
COOSEMANS HOUSTON INC | SMALL BUS ONLY | SCHALLER & WEBBER | SMALL BUS ONLY | |||
COOSEMANS MIAMI INC | SMALL BUS ONLY | SCHLOTTERBECK & FOSS | SMALL BUS ONLY | |||
COOSEMANS SAN FRANCISCO | SMALL BUS ONLY | SCHOEPS ICE CREAM CO INC | SMALL BUS ONLY | |||
COOSEMANS TAMPA INC | SMALL BUS ONLY | SCHWAB AND CO | SMALL BUS ONLY | |||
COPPER MOON LLC | SMALL BUS ONLY | SCOTSMAN SUPPLY CO | SMALL BUS ONLY | |||
COPPER RIVER SEAFOOD | SMALL BUS ONLY | SCOTT STREET TOMATO HOUSE INC | SMALL BUS ONLY | |||
CORA ITALIAN SPECIALTY | SMALL BUS ONLY | SEA FARMS INC | SMALL BUS ONLY | |||
CO-RECT PRODUCTS INC | SMALL BUS ONLY | SEA FRESH USA INC | SMALL BUS ONLY | |||
CORTEZ MILLING CO. | SMALL BUS ONLY | SEA SNACK FOODS INC | SMALL BUS ONLY | |||
COSCO INC | SMALL BUS ONLY | SEA SUPREME INC | SMALL BUS ONLY | |||
COSTANZOS BAKERY | SMALL BUS ONLY | SEA WATCH INTERNATIONAL | SMALL BUS ONLY | |||
COUNTRY BOB S | SMALL BUS ONLY | SEA WORLD SEAFOOD | SMALL BUS ONLY | |||
COUNTRY CHARM | SMALL BUS ONLY | SEABEAR INC | SMALL BUS ONLY | |||
COUNTRY EGG INC | SMALL BUS ONLY | SEABREEZE SEAFOODS INTL | SMALL BUS ONLY | |||
COUNTRY FOODS INC | SMALL BUS ONLY | SEACOAST DIST INC | SMALL BUS ONLY | |||
COUNTRY FRESH MUSHROOM | SMALL BUS ONLY | SEACOAST SEAFOOD | SMALL BUS ONLY | |||
COUNTRY MAID | SMALL BUS ONLY | SEAFOOD ENTERPRISES | SMALL BUS ONLY | |||
COUNTRY MEAT PACKERS | SMALL BUS ONLY | SEAL TITE PLASTIC | SMALL BUS ONLY | |||
COUNTY FAIR FOOD PRODUCTS | SMALL BUS ONLY | SEALD SWEET LLC | SMALL BUS ONLY | |||
COURTNEY MARKETING INC | SMALL BUS ONLY | SEAPAC OF IDAHO INC | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
56
COWANS RETAIL SYSTEMS | SMALL BUS ONLY | SEAPORT MEAT CO | SMALL BUS ONLY | |||
COYE BARTON | SMALL BUS ONLY | SEAPORT PROD CORP | SMALL BUS ONLY | |||
CRAWFORD & ASSOC | SMALL BUS ONLY | SEAPORT PRODUCTS CORP | SMALL BUS ONLY | |||
CREAM OF THE WEST INC | SMALL BUS ONLY | SEASHORE FRUIT & PRODUCE | SMALL BUS ONLY | |||
CREATIVE RETAIL PACKAGING | SMALL BUS ONLY | SEASHORE FRUIT & PRODUCE WEST | SMALL BUS ONLY | |||
CREATIVE WATER CONCEPTS INC | SMALL BUS ONLY | SEATEX CORP | SMALL BUS ONLY | |||
CREMES UNLIMITED | SMALL BUS ONLY | SEATRADE INTERNATIONAL | SMALL BUS ONLY | |||
CRESCENT CITY MEAT | SMALL BUS ONLY | SEATRADE INTERNATIONAL INC | SMALL BUS ONLY | |||
CRES-COR | SMALL BUS ONLY | SEAWISE INC | SMALL BUS ONLY | |||
CRESTONE GROUP BAKING CO | SMALL BUS ONLY | SELECT EQUIPMENT | SMALL BUS ONLY | |||
CRESTWARE | SMALL BUS ONLY | SELECT READY FOODS INC | SMALL BUS ONLY | |||
CREWS & GARCIA INC | SMALL BUS ONLY | SELECT STAINLESS | SMALL BUS ONLY | |||
CROCKER&WINSOR SEAFOODS | SMALL BUS ONLY | SELLERS FOOD GROUP | SMALL BUS ONLY | |||
CROFTON & SONS INC | SMALL BUS ONLY | SELTZERS SMOKEHOUSE MEATS | SMALL BUS ONLY | |||
CROISSANT ETC CORP | SMALL BUS ONLY | SEMINOLE FOODS INC | SMALL BUS ONLY | |||
CROWN JEWELS MARKETING | SMALL BUS ONLY | SENECA TAPE&LABEL CO | SMALL BUS ONLY | |||
CRYSTAL CLEAR WATER CO | SMALL BUS ONLY | SENSITECH INC | SMALL BUS ONLY | |||
CRYSTAL FOOD CORP | SMALL BUS ONLY | SEQUOIA SALES | SMALL BUS ONLY | |||
CRYSTAL FOOD IMPORT | SMALL BUS ONLY | SERVER PRODUCTS INC | SMALL BUS ONLY | |||
CRYSTAL LAKE EGG PROD | SMALL BUS ONLY | SETO FRUIT & PRODUCE | SMALL BUS ONLY | |||
CRYSTAL LAKE MFG INC | SMALL BUS ONLY | SEVERANCE FOODS INC | SMALL BUS ONLY | |||
CRYSTAL VALLEY FOODS | SMALL BUS ONLY | SEVILLO FINE FOODS | SMALL BUS ONLY | |||
CS STEEN SYRUP MILLS | SMALL BUS ONLY | SEVIROLI | SMALL BUS ONLY | |||
CSM BAKERY PRODUCTS | SMALL BUS ONLY | SHALOM AND SONS | SMALL BUS ONLY | |||
CUBANITA FROZEN FOODS CORP | SMALL BUS ONLY | SHAMROCK PRODUCE & BROKERAGE | SMALL BUS ONLY | |||
CUISINE DE FRANCE | SMALL BUS ONLY | SHASTA PRODUCE | SMALL BUS ONLY | |||
CUISINE PEREL CORP. | SMALL BUS ONLY | SHAWNEE MILLING | SMALL BUS ONLY | |||
CULIN ARTE | SMALL BUS ONLY | SHAWS SOUTHERN BELLE | SMALL BUS ONLY | |||
CULINARTE MKTG CO | SMALL BUS ONLY | SHEARERS FOODS INC | SMALL BUS ONLY | |||
CULINARY CONCEPTS | SMALL BUS ONLY | SHELBURNE FARMS | SMALL BUS ONLY | |||
CURTIS PACKING CO | SMALL BUS ONLY | SHEPHERD FOODS | SMALL BUS ONLY | |||
CURTRON DBA TMI INTL LLC | SMALL BUS ONLY | SHEPHERDS PROCESSED EGGS | SMALL BUS ONLY | |||
CUSTOM BLENDING | SMALL BUS ONLY | SHERIDAN FRUIT CO | SMALL BUS ONLY | |||
CUSTOM CORNED BEEF | SMALL BUS ONLY | SHERNOFFS SALADS INC | SMALL BUS ONLY | |||
CUSTOM DECO | SMALL BUS ONLY | SHIRLEY FOOD | SMALL BUS ONLY | |||
CUSTOM FOODS INC (BAKERY) | SMALL BUS ONLY | SHOUPS COUNTRY FOODS | SMALL BUS ONLY | |||
CUSTOM PACKAGING | SMALL BUS ONLY | SIERRA MADRE MUSHROOMS INC | SMALL BUS ONLY | |||
CUSTOM PAK LLC | SMALL BUS ONLY | SIERRA PACIFIC | SMALL BUS ONLY | |||
CUSTOM PRODUCE | SMALL BUS ONLY | SIGNATURE FOODS INC | SMALL BUS ONLY | |||
CUSTOM RIPE AVOCADO | SMALL BUS ONLY | SILVER LAKE COOKIE | SMALL BUS ONLY | |||
CUSTOM RIPE AVOCADO CO | SMALL BUS ONLY | SILVER SPOON FOODS | SMALL BUS ONLY | |||
CWSS PARTNERSHIP | SMALL BUS ONLY | SILVER SPRINGS BOTTLED WATER | SMALL BUS ONLY | |||
CYPRESS CREEK FARMS, INC | SMALL BUS ONLY | SILVER SPRINGS FARM INC | SMALL BUS ONLY | |||
CYPRESS FOOD DISTRIBUTORS INC | SMALL BUS ONLY | SILVER STAR MEATS | SMALL BUS ONLY | |||
CYRILS BAKERY CO | SMALL BUS ONLY | SIMMERING SOUP INC | SMALL BUS ONLY | |||
CYRUS O LEARYS PIES | SMALL BUS ONLY | SIMMONS | SMALL BUS ONLY | |||
D&C BROTHERS CO | SMALL BUS ONLY | SIMMONS FARM RAISED FISH | SMALL BUS ONLY | |||
D&S INTERNATIONAL TRADERS LLC | SMALL BUS ONLY | SIMPLY CINNAMON | SMALL BUS ONLY | |||
DAFFY APPLE CORP | SMALL BUS ONLY | SIMPLY THICK | SMALL BUS ONLY | |||
DAGOBA ORGANIC CHOCOLATE | SMALL BUS ONLY | SINGLE SOURCE LTD | SMALL BUS ONLY | |||
DAILYS FOODS | SMALL BUS ONLY | SIOUX HONEY ASSOC. | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
57
DAILYS PREMIUM MEATS MSLA | SMALL BUS ONLY | SIROB IMPORTS INC | SMALL BUS ONLY | |||
DAIRY FARMERS OF AMERICA | SMALL BUS ONLY | SIROCCO ENTERPRISES | SMALL BUS ONLY | |||
DAIRY MAID RAVIOLI | SMALL BUS ONLY | SKOKIE VALLEY BEVERAGE | SMALL BUS ONLY | |||
DAISY BRAND INC | SMALL BUS ONLY | SKORR PRODUCTS INC | SMALL BUS ONLY | |||
DALES SAUCES INC | SMALL BUS ONLY | SKYLARK MEATS | SMALL BUS ONLY | |||
DALLAS GROUP OF AMERICA | SMALL BUS ONLY | SKYLINE POTATO COMPANY | SMALL BUS ONLY | |||
DAMASCUS BAKERY | SMALL BUS ONLY | SLACK CHEMICAL CO., INC. | SMALL BUS ONLY | |||
DANIELE INTERNATIONAL LTD | SMALL BUS ONLY | SLOVACEK SAUSAGE | SMALL BUS ONLY | |||
DANIELLE PROSCIUTTO IN | SMALL BUS ONLY | SMITH MEAT PACKING INC | SMALL BUS ONLY | |||
DANISH BAKING CO | SMALL BUS ONLY | SMITH PROVISION CO INC | SMALL BUS ONLY | |||
DANKWORTH PACKING CO | SMALL BUS ONLY | SMITHS FOOD SERVICE | SMALL BUS ONLY | |||
DANS FISH INC | SMALL BUS ONLY | SMOKEWOOD FOODS | SMALL BUS ONLY | |||
DARIFAIR FOODS INC | SMALL BUS ONLY | SMOOT HONEY COMPANY INC | SMALL BUS ONLY | |||
DARRIGO BROTHERS (PA) | SMALL BUS ONLY | SMS SERVICES LLC | SMALL BUS ONLY | |||
DAVES BAKING | SMALL BUS ONLY | SNAK TIME FOODS | SMALL BUS ONLY | |||
DAVES ORIGINAL | SMALL BUS ONLY | SNAP DRAPE INC | SMALL BUS ONLY | |||
DAVES SAUSAGE FACTORY | SMALL BUS ONLY | SNAPPY POPCORN | SMALL BUS ONLY | |||
DAVID DOBBS ENTERPRISES INC | SMALL BUS ONLY | SNO WIZARD | SMALL BUS ONLY | |||
DAVIS COOKIE CO | SMALL BUS ONLY | SOAPTRONIC LLC | SMALL BUS ONLY | |||
DAVIS FOODS | SMALL BUS ONLY | SOFIA ITALIAN FOOD | SMALL BUS ONLY | |||
DAWNS FOODS | SMALL BUS ONLY | SOFTEX PAPER INC | SMALL BUS ONLY | |||
DE BRUYN PRODUCE CO | SMALL BUS ONLY | SOKOL & COMPANY | SMALL BUS ONLY | |||
DE MEDICI IMPORTS LTD | SMALL BUS ONLY | SOLAR FARMS INC | SMALL BUS ONLY | |||
DE WAFELBAKERS | SMALL BUS ONLY | SOME DUDES LLC | SMALL BUS ONLY | |||
DEAN DIST | SMALL BUS ONLY | SOMERSET SYRUP & CONCESSION | SMALL BUS ONLY | |||
DEARBORN SAUSAGE | SMALL BUS ONLY | SOMMER MAID CREAMERY | SMALL BUS ONLY | |||
DECOTY COFFEE CO | SMALL BUS ONLY | SONO ITALIANO CORP | SMALL BUS ONLY | |||
DEEP RIVER SNACKS | SMALL BUS ONLY | SONOMA FOODS | SMALL BUS ONLY | |||
DEEP SOUTH BLENDERS | SMALL BUS ONLY | SORANCO BEAN PRODUCTS INC | SMALL BUS ONLY | |||
DEIBERT & ASSOC | SMALL BUS ONLY | SOUP KITCHEN INTL INC | SMALL BUS ONLY | |||
DEIORIOS FROZEN DOUGH | SMALL BUS ONLY | SOURCE ATLANTIQUE INC | SMALL BUS ONLY | |||
DEL MONACO SPECIALTY FOODS | SMALL BUS ONLY | SOUSA SEAFOOD | SMALL BUS ONLY | |||
DEL MONTE | SMALL BUS ONLY | SOUTH MILL MUSHROOM | SMALL BUS ONLY | |||
DEL MONTE FRESH(PA) | SMALL BUS ONLY | SOUTH MILL MUSHROOM INC | SMALL BUS ONLY | |||
DEL SOL FOOD COMPANY | SMALL BUS ONLY | SOUTH SHORE MEAT CROCETTI | SMALL BUS ONLY | |||
DEL VECCHIO FOODS | SMALL BUS ONLY | SOUTHEASTERN FOOD SUPPLIES | SMALL BUS ONLY | |||
DELFIN DESIGN MFG | SMALL BUS ONLY | SOUTHEASTERN SEA PRODUCTS INC | SMALL BUS ONLY | |||
DELICIAS ESPANOLA CORPORATION | SMALL BUS ONLY | SOUTHERN FRUIT & VEG | SMALL BUS ONLY | |||
DELMONTE FRESH | SMALL BUS ONLY | SOUTHERN GOURMET FOODS | SMALL BUS ONLY | |||
DELMONTE FRESH (PA) | SMALL BUS ONLY | SOUTHERN GROCERY | SMALL BUS ONLY | |||
DELTA PACKAGING INC | SMALL BUS ONLY | SOUTHERN ICE EQT | SMALL BUS ONLY | |||
DELTA SEA INC | SMALL BUS ONLY | SOUTHERN SMOKEHOUSE LLC | SMALL BUS ONLY | |||
DELTA SUPREME FISH PROCESSORS | SMALL BUS ONLY | SOUTHLAND BAKING CO INC | SMALL BUS ONLY | |||
DEMAKE ENTERPRISES | SMALL BUS ONLY | SOUTHMILL MUSHROOMS | SMALL BUS ONLY | |||
DENNISONS SEAFOOD INC. | SMALL BUS ONLY | SOUTHSIDE SEAFOOD | SMALL BUS ONLY | |||
DESERT RIDGE | SMALL BUS ONLY | SOUTHSTREAM SEAFOODS | SMALL BUS ONLY | |||
DESERT VALLEY DATE (SW) | SMALL BUS ONLY | SOUTHWEST GLASSWARE | SMALL BUS ONLY | |||
DESSERT INNOVATIONS | SMALL BUS ONLY | SOUZA FARMS | SMALL BUS ONLY | |||
DESTINY PRODUCE LLC | SMALL BUS ONLY | SOYNUT BUTTER CO | SMALL BUS ONLY | |||
DETEX CO | SMALL BUS ONLY | SPANGLER CANDY CO | SMALL BUS ONLY | |||
DETROIT CHILI CO | SMALL BUS ONLY | SPARKS DISTR CO | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
58
DEVANCO FOODS INC | SMALL BUS ONLY | SPARTAN CHEMICAL | SMALL BUS ONLY | |||
DEWAFELBAKERS INC | SMALL BUS ONLY | SPARTAN FOODS OF AMERICA | SMALL BUS ONLY | |||
DIAMOND PAPER COMPANY | SMALL BUS ONLY | SPECIALMADE GOODS & SERVICES | SMALL BUS ONLY | |||
DIANA FRUIT | SMALL BUS ONLY | SPECIALTY BAKERS | SMALL BUS ONLY | |||
DIAZ FOODS | SMALL BUS ONLY | SPECIALTY FOOD EQUIPMENT | SMALL BUS ONLY | |||
DICHOS LLC | SMALL BUS ONLY | SPECIALTY GRATING CHEESE INC | SMALL BUS ONLY | |||
DICKINSON FROZEN FOODS | SMALL BUS ONLY | SPECTRUM ORGANIC PRODUCTS | SMALL BUS ONLY | |||
DIESTEL TURKEY RANCH | SMALL BUS ONLY | SPICE WORLD INC | SMALL BUS ONLY | |||
DIK JAXON PRODUCTS | SMALL BUS ONLY | SPICECO INC | SMALL BUS ONLY | |||
DILUIGI SAUSAGE | SMALL BUS ONLY | SPICELAND INC | SMALL BUS ONLY | |||
DILULLO & SON | SMALL BUS ONLY | SPINNEY CREEK SHELLFISH INC | SMALL BUS ONLY | |||
DIMETRI GARDIKAS PRODUCE | SMALL BUS ONLY | SPLASH TROPICAL DRINK | SMALL BUS ONLY | |||
DINE EQUIPMENT INC | SMALL BUS ONLY | SPORTSMANS RECIPES INC | SMALL BUS ONLY | |||
DINOS ITALIAN SAUSAGE | SMALL BUS ONLY | SPRING USA CORP | SMALL BUS ONLY | |||
DIRECT PRODUCE CO | SMALL BUS ONLY | SPRING WATER SPROUTS | SMALL BUS ONLY | |||
DIRECT SOURCE | SMALL BUS ONLY | SPRINGFIELD SMKD FISH | SMALL BUS ONLY | |||
DISPENSING SYSTEMS | SMALL BUS ONLY | SPURRIER CHEMICAL CO | SMALL BUS ONLY | |||
DISPOZ O WEST INC | SMALL BUS ONLY | ST CLAIR FOODS | SMALL BUS ONLY | |||
DISTANT LANDS | SMALL BUS ONLY | STAFFORD COUNTY FLOUR MILLS CO | SMALL BUS ONLY | |||
DISTILLATA CO | SMALL BUS ONLY | STAFFORD MILLS | SMALL BUS ONLY | |||
DISTRIBUTION & SERVICE INC | SMALL BUS ONLY | STAINLESS INTERNATIONAL | SMALL BUS ONLY | |||
DITOMASO INC | SMALL BUS ONLY | STAMPEDE MEAT CO | SMALL BUS ONLY | |||
DIVERSIFIED CERAMICS CORP | SMALL BUS ONLY | STANS FROZEN FOODS | SMALL BUS ONLY | |||
DIVERSIFIED FOODS INC | SMALL BUS ONLY | STAPLETON SPENCE PACKING CO | SMALL BUS ONLY | |||
DIVERSIFIED METAL PRODUCTS | SMALL BUS ONLY | STAR DISTRIBUTING | SMALL BUS ONLY | |||
DIVINE PASTA CO | SMALL BUS ONLY | STAR PACKAGING | SMALL BUS ONLY | |||
DIXON RIDGE FARMS | SMALL BUS ONLY | STAR PIZZA BOX INC | SMALL BUS ONLY | |||
DJS BOUDAIN | SMALL BUS ONLY | STAR PRODUCE | SMALL BUS ONLY | |||
DNI GROUP LLC | SMALL BUS ONLY | STARK PACKING | SMALL BUS ONLY | |||
DOLE FRESH FRUIT CO | SMALL BUS ONLY | STARPORT FOODS | SMALL BUS ONLY | |||
DOLE VEGETABLE | SMALL BUS ONLY | STATEWIDE COOLER | SMALL BUS ONLY | |||
DOLE VEGETABLE (PA) | SMALL BUS ONLY | STATEWIDE MEATS & POULTRY INC | SMALL BUS ONLY | |||
DOLE VEGETABLE(PA) | SMALL BUS ONLY | STAVIS SEAFOOD | SMALL BUS ONLY | |||
DOMEX SUPERFRESH GROWERS INC | SMALL BUS ONLY | STEHOUWER FROZEN FOOD | SMALL BUS ONLY | |||
DON JULIO FOODS | SMALL BUS ONLY | STEINBECK COUNTRY MKTG | SMALL BUS ONLY | |||
DON LEE FARMS | SMALL BUS ONLY | STELLO FOODS | SMALL BUS ONLY | |||
DON MIGUEL | SMALL BUS ONLY | STERLING FOODS INC | SMALL BUS ONLY | |||
DONNELLY ENTERPRISE | SMALL BUS ONLY | STERLING PACIFIC MEAT CO | SMALL BUS ONLY | |||
DONS FOOD PRODUCTS | SMALL BUS ONLY | STERLING PAPER SALES | SMALL BUS ONLY | |||
DORINA/SO-GOOD, INC. | SMALL BUS ONLY | STEVEN ROBBERT DESSERTS | SMALL BUS ONLY | |||
DORMONT MFG CO | SMALL BUS ONLY | STEVENS & ASSOCIATES | SMALL BUS ONLY | |||
DOROTHY DAWSONS FOODS INC | SMALL BUS ONLY | STEVIES ITALIAN FOODS | SMALL BUS ONLY | |||
DOTTLEY SPICE MART | SMALL BUS ONLY | STEWART SUTHERLAND INC | SMALL BUS ONLY | |||
DOUBLE 7 PROD DBA CAL RIC OIL | SMALL BUS ONLY | STONE GROUND BAKERY | SMALL BUS ONLY | |||
DOUBLE D MEATS | SMALL BUS ONLY | STONE MEATS | SMALL BUS ONLY | |||
DOUBLE E SALES | SMALL BUS ONLY | STONE SILO FOOD INC | SMALL BUS ONLY | |||
DOUGLAS STEPHENS PLSTC | SMALL BUS ONLY | STORE SUPPLY SPECIALIST | SMALL BUS ONLY | |||
DRAKES BATTER | SMALL BUS ONLY | STRAUSS VEAL & LAMB INTL INC. | SMALL BUS ONLY | |||
DRAKES FRESH PASTA CO | SMALL BUS ONLY | STROHMEYER & ARPE CO | SMALL BUS ONLY | |||
DREXEL FOODS | SMALL BUS ONLY | SUGARDALE FOOD SERVICE | SMALL BUS ONLY | |||
DRISCOLL STRAWBERRY | SMALL BUS ONLY | SUMMERFIELD PACKAGING | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
59
DRUM ROCK SPECIALTY | SMALL BUS ONLY | SUMNER PRINTING INC | SMALL BUS ONLY | |||
DRYDEN & PALMER | SMALL BUS ONLY | SUMPTER SALES | SMALL BUS ONLY | |||
DUDSON USA INC | SMALL BUS ONLY | SUN CITY PRODUCE CO | SMALL BUS ONLY | |||
DUFFEY FOODS INC | SMALL BUS ONLY | SUN GROWERS ORGANIC DIST. | SMALL BUS ONLY | |||
DUKE CITY PRODUCE INC | SMALL BUS ONLY | SUN ORCHARD | SMALL BUS ONLY | |||
DUMAS CANDY CO | SMALL BUS ONLY | SUN PACIFIC | SMALL BUS ONLY | |||
DUMPLIN SHOPPE INC | SMALL BUS ONLY | SUN PINE CORP | SMALL BUS ONLY | |||
DUNI GMBH & CO | SMALL BUS ONLY | SUNBELT PRODUCE | SMALL BUS ONLY | |||
DUNNS FARM | SMALL BUS ONLY | SUNBURST CHEMICALS | SMALL BUS ONLY | |||
DUPONT CHEESE INC | SMALL BUS ONLY | SUNDALE SALES | SMALL BUS ONLY | |||
DURKEE MOWER INC | SMALL BUS ONLY | SUNFRESH FOODS INC | SMALL BUS ONLY | |||
DUTCH AMERICAN FOODS | SMALL BUS ONLY | SUNKIST GROWERS INC | SMALL BUS ONLY | |||
DUTCH ANN FOODS INC | SMALL BUS ONLY | SUNLOW INC | SMALL BUS ONLY | |||
DUTCH MAID BAKERY INC | SMALL BUS ONLY | SUNNY CREEK FARM | SMALL BUS ONLY | |||
DYNACO INC | SMALL BUS ONLY | SUNNY MORNING FOODS | SMALL BUS ONLY | |||
DYNAREX CORPORATION | SMALL BUS ONLY | SUNNY STATE SEAFOOD INC | SMALL BUS ONLY | |||
E MIEDEMA & SONS INC | SMALL BUS ONLY | SUNNYSIDE PACKING | SMALL BUS ONLY | |||
E&W FOODS | SMALL BUS ONLY | SUNNYVALLEY SMOKED MEATS | SMALL BUS ONLY | |||
EAGLE EYE DISTRIBUTING | SMALL BUS ONLY | SUNRISE ACRES INC | SMALL BUS ONLY | |||
EAGLE EYE PRODUCE | SMALL BUS ONLY | SUNRISE TOMATO CO INC | SMALL BUS ONLY | |||
EAST BALT | SMALL BUS ONLY | SUNSET FARM FOODS INC | SMALL BUS ONLY | |||
EASTERN TEA CORP | SMALL BUS ONLY | SUNSET FOODS | SMALL BUS ONLY | |||
EASTIMPEX | SMALL BUS ONLY | SUNSHINE BOTTLING CO | SMALL BUS ONLY | |||
EASY FOODS INC | SMALL BUS ONLY | SUNSPROUT FARMS | SMALL BUS ONLY | |||
EATON & EUSTIS | SMALL BUS ONLY | SUPERIOR FOODS | SMALL BUS ONLY | |||
ECHO LAKE FARMS INC | SMALL BUS ONLY | SUPERIOR FOODS LLC | SMALL BUS ONLY | |||
ECO FARMS | SMALL BUS ONLY | SUPERIOR NUT CO | SMALL BUS ONLY | |||
ECO-CUISINE INC | SMALL BUS ONLY | SUPERIOR SALES | SMALL BUS ONLY | |||
ED MCKIM FARMS | SMALL BUS ONLY | SUPERIOR TRADING COMPANY | SMALL BUS ONLY | |||
EDINALDO CASTELLANOS | SMALL BUS ONLY | SUPREME DAIRY FARMS | SMALL BUS ONLY | |||
EDLUND COMPANY LLC | SMALL BUS ONLY | SUPREME MEATS | SMALL BUS ONLY | |||
EDMONDS CHILI CO | SMALL BUS ONLY | SURLEAN FOODS | SMALL BUS ONLY | |||
EDMORE INTERNATIONAL INC | SMALL BUS ONLY | SUTER CO | SMALL BUS ONLY | |||
EDNER CORP | SMALL BUS ONLY | SUTTON FRUIT & VEGETABEL CO | SMALL BUS ONLY | |||
EDWARDS COUNCILOR CO I | SMALL BUS ONLY | SVIHEL FARMS | SMALL BUS ONLY | |||
EG EMIL & SON | SMALL BUS ONLY | SWANSON MEATS INC | SMALL BUS ONLY | |||
EGGS AMERICA INC | SMALL BUS ONLY | SWATT BAKING CO | SMALL BUS ONLY | |||
EICHTENS HIDDEN ACRES | SMALL BUS ONLY | SWEET LIFE ENTERPRISES INC | SMALL BUS ONLY | |||
EISERLOH COMPANY | SMALL BUS ONLY | SWEET MESQUITE BAKERY INC | SMALL BUS ONLY | |||
EL BURRITO MEXICAN FOOD | SMALL BUS ONLY | SWEETLAND FOODS INC | SMALL BUS ONLY | |||
ELAM BROOM & MOP | SMALL BUS ONLY | SWISS AMERICAN IMPORT | SMALL BUS ONLY | |||
ELEGANCE DISTRIBUTORS | SMALL BUS ONLY | SWISS AMERICAN SAUSAGE | SMALL BUS ONLY | |||
ELEVATION COFFEE TRADERS | SMALL BUS ONLY | SWISS CHALET | SMALL BUS ONLY | |||
ELIS CHEESECAKE COMPANY | SMALL BUS ONLY | SWISSMAR IMPORTS | SMALL BUS ONLY | |||
ELITE SPICE INC | SMALL BUS ONLY | SWITCH BEVERAGE CO | SMALL BUS ONLY | |||
ELKAY PLASTICS | SMALL BUS ONLY | SYGMA ILLINOIS | SMALL BUS ONLY | |||
ELLICOTTVILLE KITCHEN EQUIP | SMALL BUS ONLY | SYGMA NETWORK INC | SMALL BUS ONLY | |||
ELLIS COFFEE CO | SMALL BUS ONLY | SYRACUSE BANANA | SMALL BUS ONLY | |||
ELLISON MEAT COMPANY | SMALL BUS ONLY | SYRACUSE ITALIAN SAUSAGE | SMALL BUS ONLY | |||
ELLSWORTH COOPERATIVE CREAMERY | SMALL BUS ONLY | SYRACUSES | SMALL BUS ONLY | |||
ELMER HANSEN PRODUCE | SMALL BUS ONLY | T HO FOODS | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
60
ELWOOD INTERNATIONAL INC | SMALL BUS ONLY | T&J SAUSAGE KITCHEN | SMALL BUS ONLY | |||
EMGE FOODS LLC | SMALL BUS ONLY | T&S BRASS & BRONZE | SMALL BUS ONLY | |||
EMMA KRUMBEES PIE & BREAD CO | SMALL BUS ONLY | T&W MELON SALES | SMALL BUS ONLY | |||
EMPRESS INTERNATIONAL | SMALL BUS ONLY | TA LIN INC | SMALL BUS ONLY | |||
ENCORE PLASTICS | SMALL BUS ONLY | TABATCHNICK FINE FOODS | SMALL BUS ONLY | |||
ENDEAVOR SEAFOOD | SMALL BUS ONLY | TABLE DE FRANCE | SMALL BUS ONLY | |||
ENDICO POTATOES INC | SMALL BUS ONLY | TABLECRAFT PRODUCTS | SMALL BUS ONLY | |||
ENGELMANS BAKERY | SMALL BUS ONLY | TACO TREAT INC | SMALL BUS ONLY | |||
ENGLANDER CONTAINER & DISPLAY | SMALL BUS ONLY | TACONIC | SMALL BUS ONLY | |||
ENTERPRISE FOLDING | SMALL BUS ONLY | TAI KEE FARM | SMALL BUS ONLY | |||
ERROLS CAJUN FOODS | SMALL BUS ONLY | TAIF INC | SMALL BUS ONLY | |||
ETTINGER ROSINI & ASSOCIATES | SMALL BUS ONLY | TAIKO ENTERPRISES CORP | SMALL BUS ONLY | |||
EUPHRATES INC | SMALL BUS ONLY | TAILSMAN FOODS | SMALL BUS ONLY | |||
EURO MID INC | SMALL BUS ONLY | TAMPICO SPICE CO INC | SMALL BUS ONLY | |||
EURO USA | SMALL BUS ONLY | TANMURA & ANTLE (PA) | SMALL BUS ONLY | |||
EUROAMERICANA | SMALL BUS ONLY | TAORMINA CANNING | SMALL BUS ONLY | |||
EUROPAEUS USA INC | SMALL BUS ONLY | TARANTINO WHOLESALE FOOD DIST | SMALL BUS ONLY | |||
EUROTRADE FOODS USA LTD | SMALL BUS ONLY | TARRIER FOODS | SMALL BUS ONLY | |||
EVE SALES CORP | SMALL BUS ONLY | TASTE IT PRESENTS | SMALL BUS ONLY | |||
EVERGOOD FINE FOODS | SMALL BUS ONLY | TASTEMAKER FOODS | SMALL BUS ONLY | |||
EVERGREEN MFG | SMALL BUS ONLY | TASTY BLEND FOODS INC | SMALL BUS ONLY | |||
EVERLASTING DISTRIBUTORS INC | SMALL BUS ONLY | TASTY BREADS INTERNATIONAL | SMALL BUS ONLY | |||
EVERSON SPICE | SMALL BUS ONLY | TASTY TOPPINGS INC | SMALL BUS ONLY | |||
EX CELL KAISER LLC | SMALL BUS ONLY | TAVERN PRODUCTS INC | SMALL BUS ONLY | |||
EXCEL DRYER CORP | SMALL BUS ONLY | TAYLOR ENTERPRISES OF WISC | SMALL BUS ONLY | |||
EXCEL NM FOODS | SMALL BUS ONLY | TAYLOR FREEZER CO | SMALL BUS ONLY | |||
EXCELLENT COFFEE CO | SMALL BUS ONLY | TAYLOR FREEZER SALES | SMALL BUS ONLY | |||
EXETER CITRUS (SK) | SMALL BUS ONLY | TAYLOR PROVISIONS CO | SMALL BUS ONLY | |||
EXETER/IVANHOE CITRUS (SK) | SMALL BUS ONLY | TAYLOR SALES & SERVICE INC. | SMALL BUS ONLY | |||
EXPO FRESH | SMALL BUS ONLY | TAYLOR SALES INC | SMALL BUS ONLY | |||
EXPOR SAN ANTONIO | SMALL BUS ONLY | TEENY FOODS | SMALL BUS ONLY | |||
F WARDYNSKI & SONS | SMALL BUS ONLY | TEJAS QUALITY FOODS | SMALL BUS ONLY | |||
F&A DAIRY PRODUCTS | SMALL BUS ONLY | TEMKIN INTERNATIONAL | SMALL BUS ONLY | |||
F&A DAIRY PRODUCTS INC | SMALL BUS ONLY | TEMPTEE | SMALL BUS ONLY | |||
FABRIQUE DELICES | SMALL BUS ONLY | TENNESSEE CHEESECAKE CO | SMALL BUS ONLY | |||
FAMOUS PRODUCTS | SMALL BUS ONLY | TERELL POTATO CHIP CO | SMALL BUS ONLY | |||
FANNY MASON CHEESE | SMALL BUS ONLY | TERMINE RAVIOLI | SMALL BUS ONLY | |||
FANTIS FOOD INC | SMALL BUS ONLY | TEWKSBURY FOOD | SMALL BUS ONLY | |||
FARIBAULT DAIRY | SMALL BUS ONLY | TEXAFRANCE GOURMET & SPECIALTY | SMALL BUS ONLY | |||
FARM FRESH CO | SMALL BUS ONLY | TEXAS BEST PROTEINS LP | SMALL BUS ONLY | |||
FARM FRESH PICKLES | SMALL BUS ONLY | TEXAS COFFEE CO | SMALL BUS ONLY | |||
FARMERS BEST | SMALL BUS ONLY | TEXAS CRUMB & FOOD PRODUCTS | SMALL BUS ONLY | |||
FARMERS FRUIT AND VEGETABLE | SMALL BUS ONLY | TEXAS PECAN CO INC | SMALL BUS ONLY | |||
FARMERS ORGANIC FOODS INTL LLC | SMALL BUS ONLY | THAI ORIENTAL | SMALL BUS ONLY | |||
FARR RUSSELL GROUP | SMALL BUS ONLY | THEOS FOOD | SMALL BUS ONLY | |||
FAST PAK SUPPLY | SMALL BUS ONLY | THOMAS LARGE & SINGER | SMALL BUS ONLY | |||
FATHER SAMS | SMALL BUS ONLY | THOMAS PACKING CO | SMALL BUS ONLY | |||
FATHER SAMS BAKERY | SMALL BUS ONLY | THOMAS PRODUCE SALES | SMALL BUS ONLY | |||
FATHER TABLE THE | SMALL BUS ONLY | THOMAS PRODUCE SALES, INC. | SMALL BUS ONLY | |||
FAVCO INC | SMALL BUS ONLY | THREE VEE FOOD & SYRUP | SMALL BUS ONLY | |||
FB PACKING CO INC | SMALL BUS ONLY | THUNDER BAY SEAFOOD COMPANY | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
61
FC BLOXOM CO | SMALL BUS ONLY | TIMBERLAKE FOODS | SMALL BUS ONLY | |||
FEDERAL FISHERIES INC | SMALL BUS ONLY | TIP TOP CANNING | SMALL BUS ONLY | |||
FERRARINI USA | SMALL BUS ONLY | TIPICO PRODUCTS | SMALL BUS ONLY | |||
FERRIS COFFEE&NUT | SMALL BUS ONLY | TITCOMB BROKERAGE CO LTD. | SMALL BUS ONLY | |||
FIELD INC | SMALL BUS ONLY | TLD ACQUISITION CO LLC | SMALL BUS ONLY | |||
FIELD ROAST GRAIN MEAT CO | SMALL BUS ONLY | TO JO MUSHROOMS INC | SMALL BUS ONLY | |||
FIESTA CANNING CO | SMALL BUS ONLY | TOLCO CORP | SMALL BUS ONLY | |||
FILTER PURE SYSTEMS | SMALL BUS ONLY | TOMANETTI | SMALL BUS ONLY | |||
FINAL CUT | SMALL BUS ONLY | TOMICH BROTHERS FISH CO INC | SMALL BUS ONLY | |||
FINEBERG PACKING CO | SMALL BUS ONLY | TOMLINSON INDUSTRIES | SMALL BUS ONLY | |||
FINGER FOODS | SMALL BUS ONLY | TONE PRODUCTS | SMALL BUS ONLY | |||
FIORI BRUNAPASTA PROD INC | SMALL BUS ONLY | TOP DISTRIBUTING CO | SMALL BUS ONLY | |||
FIRE RIDGE RANCH LLC | SMALL BUS ONLY | TOP TOMATO COMPANY | SMALL BUS ONLY | |||
FIREKING BAKING | SMALL BUS ONLY | TOPLINE MEATS INC | SMALL BUS ONLY | |||
FISCHER PAPER PRODUCTS INC | SMALL BUS ONLY | TORKE COFFEE ROASTING CO | SMALL BUS ONLY | |||
FISHMARKET SEAFOOD | SMALL BUS ONLY | TORN & GLASSER | SMALL BUS ONLY | |||
FIVE STAR FOOD BASES | SMALL BUS ONLY | TORTILLA KING INC | SMALL BUS ONLY | |||
FL NEW ZEALAND LAMB & MEAT CO | SMALL BUS ONLY | TOTAL PACKAGING INC | SMALL BUS ONLY | |||
FLAVOR 1ST GROWERS & PACKER | SMALL BUS ONLY | TOUFAYAN BAKERIES, INC | SMALL BUS ONLY | |||
FLAVOR PIC TOMATO COMPANY INC | SMALL BUS ONLY | TOUFAYAN BAKERY | SMALL BUS ONLY | |||
FLAVORS INC | SMALL BUS ONLY | TOURTELLOT & CO INC | SMALL BUS ONLY | |||
FLIPPEN FRUIT FARM INC | SMALL BUS ONLY | TOWN DOCK & SEACOAST | SMALL BUS ONLY | |||
FLORAL CONNECTION | SMALL BUS ONLY | TOWNSEND FOODS | SMALL BUS ONLY | |||
FLORAL CONNECTION LLC | SMALL BUS ONLY | TR RIZZUTO PIZZA CRUST INC | SMALL BUS ONLY | |||
FLORIDA BAKERY MARKETING GRP | SMALL BUS ONLY | TRAINA DRIED FRUIT | SMALL BUS ONLY | |||
FLORIDA KEY WEST INC | SMALL BUS ONLY | TRANS AMERICAN IMPORT INC | SMALL BUS ONLY | |||
FLORIDA SEATING INC | SMALL BUS ONLY | TRANS GLOBAL PRODUCTS | SMALL BUS ONLY | |||
FLOYD WILCOX & SONS | SMALL BUS ONLY | TRANS PECOS FOODS LP | SMALL BUS ONLY | |||
FOCUS PRODUCTS GROUP LLC | SMALL BUS ONLY | TRANSMED FOODS INC | SMALL BUS ONLY | |||
FOOD DISTRIBUTORS WHSE | SMALL BUS ONLY | TREE TOP | SMALL BUS ONLY | |||
FOOD FOR LIFE BAKING CO INC | SMALL BUS ONLY | TRI CITY EQUIPMENT CO | SMALL BUS ONLY | |||
FOOD INGREDIENTS INC | SMALL BUS ONLY | TRI STATE RESTAURANT SUPPLY | SMALL BUS ONLY | |||
FOOD MATCH INC | SMALL BUS ONLY | TRI STATE THEATRE SUPPLY | SMALL BUS ONLY | |||
FOOD SERVICE SPECIAL | SMALL BUS ONLY | TRIMARK MARLINN INC | SMALL BUS ONLY | |||
FOOD SOURCE LP | SMALL BUS ONLY | TRIPLE E MARKETING INC | SMALL BUS ONLY | |||
FOODFORCE ENTERPRISES | SMALL BUS ONLY | TRIPLE H | SMALL BUS ONLY | |||
FOODHANDLER INC | SMALL BUS ONLY | TRIPLE T SPECIALITY MEATS | SMALL BUS ONLY | |||
FOODLINKS INC | SMALL BUS ONLY | TRIPP COUNTRY HAM | SMALL BUS ONLY | |||
FOODSERVICE CENTER INC | SMALL BUS ONLY | TRITON INTL | SMALL BUS ONLY | |||
FOODSERVICE MARKETING | SMALL BUS ONLY | TROPIC STAR SEAFOOD | SMALL BUS ONLY | |||
FOREST FLOOR FOODS | SMALL BUS ONLY | TROPICAL FLAVORS | SMALL BUS ONLY | |||
FORGET-ME-NOT FLORAL | SMALL BUS ONLY | TROPICANA | SMALL BUS ONLY | |||
FORM PLASTICS CO | SMALL BUS ONLY | TRUDEAU DISTRIBUTING | SMALL BUS ONLY | |||
FORMAN | SMALL BUS ONLY | TRUITT BROS | SMALL BUS ONLY | |||
FORMAN GROUP | SMALL BUS ONLY | TRUJILLO & SONS | SMALL BUS ONLY | |||
FORTUNE COOKIE | SMALL BUS ONLY | TSUE CHONG | SMALL BUS ONLY | |||
FOSSIL FARMS OSTRICH | SMALL BUS ONLY | TUALATIN VALLEY POTATO | SMALL BUS ONLY | |||
FOUR STAR MEAT PRODUCTS INC | SMALL BUS ONLY | TUCKER INDUSTRIES | SMALL BUS ONLY | |||
FOURSTATES WHOLESALE DIST | SMALL BUS ONLY | TUCUMCARI MOUNTAIN CHEESE | SMALL BUS ONLY | |||
FOXS MARKET | SMALL BUS ONLY | TUMAROS GOURMET TORTILLAS | SMALL BUS ONLY | |||
FRANCOS COCKTAIL MIXES | SMALL BUS ONLY | TURNER & PEASE CO | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
62
FRANGELLA ASSOC INC | SMALL BUS ONLY | TURNER NEW ZEALAND INC | SMALL BUS ONLY | |||
FRANK STUBBS | SMALL BUS ONLY | TURRIS ITALIAN FOODS | SMALL BUS ONLY | |||
FRANKLIN FOODS INC | SMALL BUS ONLY | TURTLE ISLAND FOODS | SMALL BUS ONLY | |||
FRANKLIN STREET BAKERY | SMALL BUS ONLY | TUTS INTL | SMALL BUS ONLY | |||
FRANMARA INC | SMALL BUS ONLY | TUXTON CHINA INC | SMALL BUS ONLY | |||
FRATELLI FARMS OF FLORIDA | SMALL BUS ONLY | TW EVANS CORDAGE | SMALL BUS ONLY | |||
FRED BUSH AND ASSOCIATES | SMALL BUS ONLY | TWIN PEAKS DISTRIBUTORS | SMALL BUS ONLY | |||
FRED CHESSER & CO | SMALL BUS ONLY | ULTIMATE FOODS INC | SMALL BUS ONLY | |||
FREEPORT PAPER INDUSTRIES | SMALL BUS ONLY | ULTIMATE GOURMET | SMALL BUS ONLY | |||
FREESTONE PICKLE CO | SMALL BUS ONLY | ULTIMATE PERFORMANCE | SMALL BUS ONLY | |||
FRENCH GOURMET INC | SMALL BUS ONLY | ULTRA PURE BOTTLED WATER INC | SMALL BUS ONLY | |||
FRESCA FOODS | SMALL BUS ONLY | ULTRA THIN READY TO BAKE PIZZA | SMALL BUS ONLY | |||
FRESCA MEXICAN FD IN | SMALL BUS ONLY | UMPQUA DAIRY PRODUCTS DO | SMALL BUS ONLY | |||
FRESH SOURCE INC | SMALL BUS ONLY | UNCLE RALPHS COOKIE CO | SMALL BUS ONLY | |||
FRESH START PRODUCE SALES INC | SMALL BUS ONLY | UNGARS FOOD PRODUCTS INC | SMALL BUS ONLY | |||
FRESH WATER FARMS PRODUCTS | SMALL BUS ONLY | UNI POLY INC | SMALL BUS ONLY | |||
FRESHCO LTD | SMALL BUS ONLY | UNION INTL FOOD CO | SMALL BUS ONLY | |||
FRESHERIZED FOODS | SMALL BUS ONLY | UNIPAC PACKAGING PRODUCTS | SMALL BUS ONLY | |||
FRICKS MEAT PRODUCTS | SMALL BUS ONLY | UNIQUE FOODS | SMALL BUS ONLY | |||
FRIENDSHIP DAIRIES INC | SMALL BUS ONLY | UNITED BRANDS | SMALL BUS ONLY | |||
FRITZ SMOKED MEAT | SMALL BUS ONLY | UNITED CITRUS PRODUCTS | SMALL BUS ONLY | |||
FRONTIER NATURAL PRODUCTS | SMALL BUS ONLY | UNITED COMMODITY GROUP INC | SMALL BUS ONLY | |||
FROSTY PRODUCTS INC | SMALL BUS ONLY | UNIVERSAL SOLUTIONS AMERICA | SMALL BUS ONLY | |||
FROZFRUIT CO | SMALL BUS ONLY | URBANI TRUFFLES USA | SMALL BUS ONLY | |||
FRY FOODS INC | SMALL BUS ONLY | USINGERS | SMALL BUS ONLY | |||
FRY KRISP | SMALL BUS ONLY | UTICA CUTLERY CO | SMALL BUS ONLY | |||
FUJI MELONS INC | SMALL BUS ONLY | UW PROVISIONS | SMALL BUS ONLY | |||
FULL SERVICE FOODS | SMALL BUS ONLY | V FORMUSA CO INC | SMALL BUS ONLY | |||
FULLER & SONS HARDWARE | SMALL BUS ONLY | V&V SUPREMO FOODS INC | SMALL BUS ONLY | |||
FUNACHO INCS | SMALL BUS ONLY | VACCAROS | SMALL BUS ONLY | |||
FURNITURE IMPORTS INC | SMALL BUS ONLY | VALLEY FOODS INC | SMALL BUS ONLY | |||
G&A COMM SEATING PRODUCTS | SMALL BUS ONLY | VALLEY PRIDE SALES | SMALL BUS ONLY | |||
G&K DISTRIBUTING INC | SMALL BUS ONLY | VALLEY SPUDS OF OXNARD | SMALL BUS ONLY | |||
G&R FOODS INC | SMALL BUS ONLY | VALLEY SUN PRODUCTS INC | SMALL BUS ONLY | |||
G. W. PALMER & CO. INC. | SMALL BUS ONLY | VALUE PRODUCE INC | SMALL BUS ONLY | |||
GA FOOD SERVICE INC | SMALL BUS ONLY | VALUE PRODUCTS | SMALL BUS ONLY | |||
GAHN MEAT COMPANY INC | SMALL BUS ONLY | VAN DRUNEN FARMS | SMALL BUS ONLY | |||
GALAXY DESSERTS | SMALL BUS ONLY | VAN HOLTENS | SMALL BUS ONLY | |||
GALAXY FOODS | SMALL BUS ONLY | VAN LAW FOOD PRODUCTS INC | SMALL BUS ONLY | |||
GALLIKER DAIRY COMPANY | SMALL BUS ONLY | VAN TONE | SMALL BUS ONLY | |||
GALLOWAY COMPANY | SMALL BUS ONLY | VANDERVOET & ASSOCIATES INC | SMALL BUS ONLY | |||
GAMBINOS BAKERIES & FOOD | SMALL BUS ONLY | VANEE FOODS | SMALL BUS ONLY | |||
GAR PRODUCTS | SMALL BUS ONLY | VANNS SPICES | SMALL BUS ONLY | |||
GARDEN & VALLEY ISLE SEAFOOD | SMALL BUS ONLY | VARIETY FOODS | SMALL BUS ONLY | |||
GARDEN COMPLEMENTS | SMALL BUS ONLY | VASQUEZ-QUIRK & ASSOC | SMALL BUS ONLY | |||
GARLAND C NORRIS | SMALL BUS ONLY | VEGEKING | SMALL BUS ONLY | |||
GARLIC COMPANY | SMALL BUS ONLY | VEGETABLE EXPRESS | SMALL BUS ONLY | |||
GEL SPICE INC | SMALL BUS ONLY | VEGGIELAND | SMALL BUS ONLY | |||
GELSINGER FOOD PRODUCTS | SMALL BUS ONLY | VEGLAND COOLER(DOLE) | SMALL BUS ONLY | |||
GEMS OF THE SEA | SMALL BUS ONLY | VELMAR FOODS | SMALL BUS ONLY | |||
GENTILE BROTHERS COMPANY | SMALL BUS ONLY | VELVET | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
63
GEORGE GLOVE CO INC | SMALL BUS ONLY | VENICE BAKING CO INC | SMALL BUS ONLY | |||
GEORGIA TOMATO CO | SMALL BUS ONLY | VENNITTIS STUFFED SANDWICHES | SMALL BUS ONLY | |||
GESSNER PRODUCTS CO INC | SMALL BUS ONLY | VENTURA PACIFIC | SMALL BUS ONLY | |||
GFF INC | SMALL BUS ONLY | VENTURA PACIFIC (SK) | SMALL BUS ONLY | |||
GHOSSAINS MID EAST BAKERY | SMALL BUS ONLY | VENUS WAFERS | SMALL BUS ONLY | |||
GIACONA CONTAINER CO | SMALL BUS ONLY | VERMONT ARTISAN COFF & TEA CO | SMALL BUS ONLY | |||
GIANT UNION CO INC | SMALL BUS ONLY | VERMONT HERB & SALAD CO | SMALL BUS ONLY | |||
GIFFORDS ICE CREAM | SMALL BUS ONLY | VIA VENETO ITALIAN ICE INC | SMALL BUS ONLY | |||
GILDA IND INC | SMALL BUS ONLY | VIDA FRESH | SMALL BUS ONLY | |||
GILES ENTERPRISES INC | SMALL BUS ONLY | VIGO IMPORTING CO INC | SMALL BUS ONLY | |||
GILMORE PRODUCE | SMALL BUS ONLY | VIKING SEAFOODS LLC | SMALL BUS ONLY | |||
GILWAY CO LTD | SMALL BUS ONLY | VILLAGE GREEN FOODS | SMALL BUS ONLY | |||
GIORGIO FOODS | SMALL BUS ONLY | VILLAGE SPRINGS CORP | SMALL BUS ONLY | |||
GIORGIO FOODS INC | SMALL BUS ONLY | VINCENT FORMUSA CO. | SMALL BUS ONLY | |||
GIROUXS POULTRY FARM INC | SMALL BUS ONLY | VINCENT GIORDANO CORP | SMALL BUS ONLY | |||
GIUSTOS SPECIALTY FOODS | SMALL BUS ONLY | VINCENT WANG CUISINE | SMALL BUS ONLY | |||
GLACIER ICE | SMALL BUS ONLY | VINE VALLEY FARMS INC | SMALL BUS ONLY | |||
GLACIER VILLAGE SUPERMARKET | SMALL BUS ONLY | VIOLET PACKING LLC | SMALL BUS ONLY | |||
GLASS ENTERPRISES INC | SMALL BUS ONLY | VISTA FOOD EXCHANGE | SMALL BUS ONLY | |||
GLASS PRO | SMALL BUS ONLY | VISTAPAK INDUSTRIES | SMALL BUS ONLY | |||
GLENN SALES | SMALL BUS ONLY | VITA FOOD PRODUCTS | SMALL BUS ONLY | |||
GLIERS MEATS | SMALL BUS ONLY | VITA PAK CITRUS | SMALL BUS ONLY | |||
GLOBAL FOOD INDUSTRIES | SMALL BUS ONLY | VITNER CO | SMALL BUS ONLY | |||
GLOBAL FOODS | SMALL BUS ONLY | VOLCANOS INC | SMALL BUS ONLY | |||
GLOBAL MUSHROOMS, INC. | SMALL BUS ONLY | VOLLMERS BAKERY | SMALL BUS ONLY | |||
GLOBAL UNLIMITED | SMALL BUS ONLY | VOLLRATH CO LLC ANVIL | SMALL BUS ONLY | |||
GLOBEX KOSHER FOODS INC | SMALL BUS ONLY | W&A FARM | SMALL BUS ONLY | |||
GLORYBEE HONEY & SUPPLY | SMALL BUS ONLY | W&G MARKETING | SMALL BUS ONLY | |||
GM DISTRIBUTING | SMALL BUS ONLY | WACHUSETT POTATO CHIP CO | SMALL BUS ONLY | |||
GOLD COAST PACKING CO | SMALL BUS ONLY | WAFFLEMAN | SMALL BUS ONLY | |||
GOLD COFFEE CO | SMALL BUS ONLY | WAGNER BROS CONTAINER | SMALL BUS ONLY | |||
GOLD LABEL INC | SMALL BUS ONLY | WAHLUKE PRODUCE | SMALL BUS ONLY | |||
GOLD MEDAL CO | SMALL BUS ONLY | WALKER FOODS | SMALL BUS ONLY | |||
GOLD MEDAL JACKSONVILLE INC | SMALL BUS ONLY | WALLINGFORD COFFEE | SMALL BUS ONLY | |||
GOLD MEDAL PRODUCTS | SMALL BUS ONLY | WALSH & SIMMON SEATING | SMALL BUS ONLY | |||
GOLD PURE FOOD PRODUCTS | SMALL BUS ONLY | WALSMA & LYONS INC | SMALL BUS ONLY | |||
GOLD RIVER ORCHARDS INC | SMALL BUS ONLY | WAMPLER FARM SAUSAGE | SMALL BUS ONLY | |||
GOLD STAR SAUSAGE CO | SMALL BUS ONLY | WANCHESE FISH CO | SMALL BUS ONLY | |||
GOLDEN BRIDGE ENTERPRISE | SMALL BUS ONLY | WARDS BERRY FARM | SMALL BUS ONLY | |||
GOLDEN CHOICE FOODS | SMALL BUS ONLY | WARDS ICE CREAM | SMALL BUS ONLY | |||
GOLDEN GULF COAST PACKAGING | SMALL BUS ONLY | WARNOCK FOOD PRODUCT | SMALL BUS ONLY | |||
GOLDEN HERITAGE FOODS LLC | SMALL BUS ONLY | WARREN WHEELER INC | SMALL BUS ONLY | |||
GOLDEN PHOENIX | SMALL BUS ONLY | WARRINGTON FARM MEATS | SMALL BUS ONLY | |||
GOLDEN PLAINS FROZEN FOODS | SMALL BUS ONLY | WASHBURNS DAIRY INC | SMALL BUS ONLY | |||
GOLDEN SPECIALTY FOODS | SMALL BUS ONLY | WASHITA PACKING INC | SMALL BUS ONLY | |||
GOLDEN WEST SALES | SMALL BUS ONLY | WATAVEIW FARMS | SMALL BUS ONLY | |||
GOLDEN WEST SPECIALTY FOODS | SMALL BUS ONLY | WATER TO LIFE | SMALL BUS ONLY | |||
GOLDEN WEST TRADING INC | SMALL BUS ONLY | WATKINS & CO INC | SMALL BUS ONLY | |||
GOLDMAX INDUSTRIES | SMALL BUS ONLY | WATSONVILLE PRODUCE INC | SMALL BUS ONLY | |||
GOOD EARTH TEAS | SMALL BUS ONLY | WATTS BROTHERS FROZEN FOOD | SMALL BUS ONLY | |||
GOOD HARBOR FILLET CO LLC | SMALL BUS ONLY | WEINSTEIN WHOLESALE MEATS INC | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
64
GOOD OLD DAYS FOODS | SMALL BUS ONLY | WEISENBERGER MILLS | SMALL BUS ONLY | |||
GOODNESS GREENESS | SMALL BUS ONLY | WELL LUCK CO INC | SMALL BUS ONLY | |||
GOODNIGHT BROTHERS | SMALL BUS ONLY | WELLINGTONS BEST FOODS | SMALL BUS ONLY | |||
GOODSON BROS COFFEE | SMALL BUS ONLY | WENDLANDT BROKERAGE | SMALL BUS ONLY | |||
GORDON FOOD PRODUCTS | SMALL BUS ONLY | WENNER BREAD PRODUCTS INC | SMALL BUS ONLY | |||
GOURMET CUP | SMALL BUS ONLY | WES PAK SALES INC | SMALL BUS ONLY | |||
GOURMET MIXES | SMALL BUS ONLY | WESPAK DISTRIBUTORS | SMALL BUS ONLY | |||
GOURMET SPECIALTY IMPORTS | SMALL BUS ONLY | WEST COAST CANNERS | SMALL BUS ONLY | |||
GOURMET TRADING COMPANY | SMALL BUS ONLY | WEST LAKE BROKERS INC | SMALL BUS ONLY | |||
GOURMET WOOD PRODUCTS | SMALL BUS ONLY | WESTBY CO OP CREAMERY | SMALL BUS ONLY | |||
GOURMETS FRESH PASTA | SMALL BUS ONLY | WESTERN BAGEL | SMALL BUS ONLY | |||
GOWER DISTRIBUTORS INC | SMALL BUS ONLY | WESTERN COMMERCE CORP | SMALL BUS ONLY | |||
GR DAGOSTINO QUALITY PRODUCE | SMALL BUS ONLY | WESTERN MEAT INC | SMALL BUS ONLY | |||
GRACELAND FRUIT COOP INC | SMALL BUS ONLY | WESTERN PACIFIC DIST | SMALL BUS ONLY | |||
GRAF CREAMERY INC | SMALL BUS ONLY | WESTERN PLASTIC | SMALL BUS ONLY | |||
GRAFFITI FOODS | SMALL BUS ONLY | WESTERN SALES LLC | SMALL BUS ONLY | |||
GRAHAM & ROLLINS INC | SMALL BUS ONLY | WESTERN SUGAR COOP | SMALL BUS ONLY | |||
GRAND LABS MFG | SMALL BUS ONLY | WESTERN VEG PRO | SMALL BUS ONLY | |||
GRAND PRAIRIE FOODS LLC | SMALL BUS ONLY | WESTGATE PRODUCTS | SMALL BUS ONLY | |||
GRAND RAPIDS CHAIR CO | SMALL BUS ONLY | WESTLAKE DISTRIBUTION | SMALL BUS ONLY | |||
GRANDMA BROWNS BEANS | SMALL BUS ONLY | WEYAND FISHERIES | SMALL BUS ONLY | |||
GRANDMA FOSTER BBQ | SMALL BUS ONLY | WHALER | SMALL BUS ONLY | |||
GRANNY BS COOKIES | SMALL BUS ONLY | WHALEY PECAN CO INC | SMALL BUS ONLY | |||
GRANNYS KITCHEN LTD | SMALL BUS ONLY | WHARF SEAFOODS INC | SMALL BUS ONLY | |||
GRANOLA KITCHENS | SMALL BUS ONLY | WHEAT VALLEY BAKERY | SMALL BUS ONLY | |||
GRANT J HUNT | SMALL BUS ONLY | WHEELERS MEAT MARKET | SMALL BUS ONLY | |||
GRASSLAND DAIRY PROD INC | SMALL BUS ONLY | WHITE COFFEE CORP | SMALL BUS ONLY | |||
GRASSO FOODS | SMALL BUS ONLY | WHOLE HARVEST FOODS | SMALL BUS ONLY | |||
GRD WHOLESALE INC | SMALL BUS ONLY | WHOLESOME HARVEST | SMALL BUS ONLY | |||
GREAT HILL DAIRY INC | SMALL BUS ONLY | WICHITA PACKING CO | SMALL BUS ONLY | |||
GREAT LAKES GELATIN CO | SMALL BUS ONLY | WICKS PIES | SMALL BUS ONLY | |||
GREAT LAKES KRAUT CO | SMALL BUS ONLY | WIDMERS CHEESE CELLARS | SMALL BUS ONLY | |||
GREAT WESTERN MEATS | SMALL BUS ONLY | WILDWOOD AUTO REPAIR&WRECKER | SMALL BUS ONLY | |||
GREATER TATER, LLC | SMALL BUS ONLY | WILKINS ROGERS | SMALL BUS ONLY | |||
GREATER TEXAS ICE INC | SMALL BUS ONLY | WILKINSON COOPER PRODUCE | SMALL BUS ONLY | |||
GRECIAN DELIGHT FOODS INC | SMALL BUS ONLY | WILKINS-ROGERS | SMALL BUS ONLY | |||
GREEN STAR PRODUCE MARKET | SMALL BUS ONLY | WILLAMETTE VALLEY MEAT CO | SMALL BUS ONLY | |||
GREEN THUMB FARMS INC | SMALL BUS ONLY | WILLIAMS SAUSAGE CO | SMALL BUS ONLY | |||
GREEN VALLEY FOOD CORP | SMALL BUS ONLY | WILLIAMSON BROS BAR B Q | SMALL BUS ONLY | |||
GREENBERG FRUIT COMPANY | SMALL BUS ONLY | WILLOW SPECIALTIES | SMALL BUS ONLY | |||
GREENFIELD FRESH | SMALL BUS ONLY | WILMOTH BROKERAGE CO INC | SMALL BUS ONLY | |||
GREENFIELD NOODLE & SP | SMALL BUS ONLY | WILSON BATIZ LLC | SMALL BUS ONLY | |||
GREENLINE BEANS | SMALL BUS ONLY | WIMMERS MEAT PRODUCTS | SMALL BUS ONLY | |||
GREENWOOD ICE CREAM | SMALL BUS ONLY | WINCHESTER CHEESE CO | SMALL BUS ONLY | |||
GREERS INC | SMALL BUS ONLY | WING FAT HONG LLC | SMALL BUS ONLY | |||
GREG PAUL PROD. SALES | SMALL BUS ONLY | WINNEMUCCA FARMS | SMALL BUS ONLY | |||
GREGORY PACKAGING INC | SMALL BUS ONLY | WINONA FOODS INC | SMALL BUS ONLY | |||
GREGORYS FOODS INC | SMALL BUS ONLY | WINSTON | SMALL BUS ONLY | |||
GRIFFEN BROTHERS | SMALL BUS ONLY | WINSTON INDUSTRIES | SMALL BUS ONLY | |||
GRIMAC ROYAL | SMALL BUS ONLY | WISCONSIN CHEESE INC | SMALL BUS ONLY | |||
GRIMMWAY FARMS | SMALL BUS ONLY | WISCONSIN SPICE INC | SMALL BUS ONLY |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
65
GRINDMASTER | SMALL BUS ONLY | WIXON | SMALL BUS ONLY | |||
GROFF MEATS | SMALL BUS ONLY | WK PRODUCE | SMALL BUS ONLY | |||
GROOMERS SEAFOOD INC | SMALL BUS ONLY | WM BOLTHOUSE FARMS INC. | SMALL BUS ONLY | |||
GROTE & WEIGEL | SMALL BUS ONLY | WM MEADOR CO INC | SMALL BUS ONLY | |||
GUANS MUSHROOM CO | SMALL BUS ONLY | WOEBER MUSTARD CO | SMALL BUS ONLY | |||
GUITTARD CHOCOLATE | SMALL BUS ONLY | WOLFERMANS | SMALL BUS ONLY | |||
GULF ISLAND SHRIMP & SEAFOOD | SMALL BUS ONLY | WOLVERINE PACKING | SMALL BUS ONLY | |||
GULF PACIFIC SEAFOOD INC | SMALL BUS ONLY | WOOD DUCK FARM | SMALL BUS ONLY | |||
GUST JOHN FOOD PRODU | SMALL BUS ONLY | WOODLAND FOODS LTD | SMALL BUS ONLY | |||
GUTTENPLANS | SMALL BUS ONLY | WOODY CANDY COMPANY | SMALL BUS ONLY | |||
GYSIN FOODS INC | SMALL BUS ONLY | WORLD CHEESE CO INC | SMALL BUS ONLY | |||
H FOX | SMALL BUS ONLY | WORLD FOOD BROKERS INC | SMALL BUS ONLY | |||
H&H PRODUCTS | SMALL BUS ONLY | WORTHMORE FOODS | SMALL BUS ONLY | |||
H&J TRADING | SMALL BUS ONLY | WP PRODUCE CORP | SMALL BUS ONLY | |||
H2O TO GO INC | SMALL BUS ONLY | WPP DOUGH CO | SMALL BUS ONLY | |||
HADLEY FARMS | SMALL BUS ONLY | WUDEL INC INTL BUSINESS CENTER | SMALL BUS ONLY | |||
HAFNER USA | SMALL BUS ONLY | WW JOHNSON WHOLESALE | SMALL BUS ONLY | |||
HAIN PURE PROTEIN CORP | SMALL BUS ONLY | XO PRODUCE | SMALL BUS ONLY | |||
HALIBURTON INTERNATIONAL CORP | SMALL BUS ONLY | YANKEE SPECIALTY FOODS | SMALL BUS ONLY | |||
HAM PRODUCE CO INC | SMALL BUS ONLY | YARNELL ICE CREAM CO | SMALL BUS ONLY | |||
HANKS BEVERAGE CO | SMALL BUS ONLY | YEOMAN SEAFOODS INC | SMALL BUS ONLY | |||
HANSET BROTHERS INC | SMALL BUS ONLY | YES DISTR | SMALL BUS ONLY | |||
HANSON FOODS MFG CO | SMALL BUS ONLY | YOAKUM PACKING CO | SMALL BUS ONLY | |||
HAPPY APPLES | SMALL BUS ONLY | YOUNGSTOWN WHOLESALE | SMALL BUS ONLY | |||
HAPPY EGG DEALERS INC | SMALL BUS ONLY | YT PACKING CO | SMALL BUS ONLY | |||
HARBOR HOUSE SEAFOOD | SMALL BUS ONLY | YUCATAN FOODS | SMALL BUS ONLY | |||
HARBOR SEAFOOD | SMALL BUS ONLY | ZALOOM MKT CORP | SMALL BUS ONLY | |||
HARI-OM FARMS | SMALL BUS ONLY | ZAPPS POTATO CHIPS | SMALL BUS ONLY | |||
HARLOFF MANUFACTURIN | SMALL BUS ONLY | ZENNERS MEAT PRODUCTS | SMALL BUS ONLY | |||
HARNEY & SONS TEA COMPANY | SMALL BUS ONLY | ZIMMERMAN CHEESE INC | SMALL BUS ONLY | |||
HARNEY & SONS TEA CORP | SMALL BUS ONLY | ZING ZANG INC | SMALL BUS ONLY | |||
HAROLD IMPORT CO | SMALL BUS ONLY | ZINK COMMERCIAL SERVICE | SMALL BUS ONLY | |||
HARPERS COUNTRY HAMS | SMALL BUS ONLY | ZUMMO MEATS | SMALL BUS ONLY | |||
HARRINGTON RESTAURANT SUPPLY | SMALL BUS ONLY | ZWEIGLES INC | SMALL BUS ONLY | |||
HARRY H PRICE & SON INC | SMALL BUS ONLY | 20TH CENTURY FOOD PRODUCTS | VETERAN OWNED | |||
HARRYS FRESH FOODS | SMALL BUS ONLY | AL BAZZINI CO INC | VETERAN OWNED | |||
HARVEST CLASSIC BAKERY | SMALL BUS ONLY | ALBERT A RUSSO IMPORTS | VETERAN OWNED | |||
HARVEST CUT INC | SMALL BUS ONLY | AMERICAN MUSSEL HARVESTERS | VETERAN OWNED | |||
HARVEST SELECT CATFISH | SMALL BUS ONLY | AMIDON GRAPHICS | VETERAN OWNED | |||
HARVEST TIME FOODS | SMALL BUS ONLY | ARCADE INDUSTRIES INC | VETERAN OWNED | |||
HATCHER PRODUCE | SMALL BUS ONLY | B&D DISTRIBUTING | VETERAN OWNED | |||
HAUSBECK PICKLE CO INC | SMALL BUS ONLY | BRIGHT HARVEST SWEET POTATO | VETERAN OWNED | |||
HAYLOFT EQUIPMENT INC | SMALL BUS ONLY | BROOKLACE INC | VETERAN OWNED | |||
HAYSTACK MTN GOAT DAIRY | SMALL BUS ONLY | CANNOLI FACTORY | VETERAN OWNED | |||
HAZELNUT GROWERS OF OREGON | SMALL BUS ONLY | CHEESECAKE ETC DESSERT | VETERAN OWNED | |||
HB MEATS INC | SMALL BUS ONLY | CLEMENTS | VETERAN OWNED | |||
HC SCHAU & SON INC | SMALL BUS ONLY | CLIPPER MILL | VETERAN OWNED | |||
HEALTHMATE PRODUCTS INC | SMALL BUS ONLY | COOKIES FOOD PRODUCTS INC | VETERAN OWNED | |||
HEART BRAND TOMATO CO | SMALL BUS ONLY | COSMOS FOODS | VETERAN OWNED | |||
HEARTLAND MEAT CO | SMALL BUS ONLY | DAMON INDUSTRIES | VETERAN OWNED | |||
HEARTLAND PRODUCTS | SMALL BUS ONLY | DEJONG BROS FARMS INC | VETERAN OWNED |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
66
HEARTLAND SPECIALTY FOODS |
SMALL BUS ONLY | DJ CO-OPS | VETERAN OWNED | |||
HELLAS BAKERY&PITA INC |
SMALL BUS ONLY | DONALD F WALTERS CO | VETERAN OWNED | |||
HENDERSON COFFEE CORP |
SMALL BUS ONLY | EATEM FOODS | VETERAN OWNED | |||
HENRYS HICKORY HOUSE |
SMALL BUS ONLY | EVERFRESH FOOD CORP | VETERAN OWNED | |||
HEPP GERMANY |
SMALL BUS ONLY | FARMINGTON FOODS | VETERAN OWNED | |||
HERBS SEAFOOD INC |
SMALL BUS ONLY | FOOD CONCEPTS | VETERAN OWNED | |||
HERBS SPECIALTY FOODS |
SMALL BUS ONLY | FRANK J ITALIANO INC | VETERAN OWNED | |||
HERMAN NUT COMPANY |
SMALL BUS ONLY | GIELOW PICKLES INC | VETERAN OWNED | |||
HERMANN PICKLE CO. |
SMALL BUS ONLY | GREENLEAF PAPER | VETERAN OWNED | |||
HERSHEY IMPORTS |
SMALL BUS ONLY | GREER FARMS | VETERAN OWNED | |||
HESS FOOD GROUP |
SMALL BUS ONLY | HERITAGE FAMILY SPECIALTY | VETERAN OWNED | |||
HF SCRUGGS CO |
SMALL BUS ONLY | HOUSE OF WEBSTER | VETERAN OWNED | |||
HI GRADE |
SMALL BUS ONLY | JSB INDUSTRIES | VETERAN OWNED | |||
HIALEAH PRODUCTS CO |
SMALL BUS ONLY | LIGHTHOUSE FOODS | VETERAN OWNED | |||
HICKORY HOUSE |
SMALL BUS ONLY | MAJOR PRODUCTS | VETERAN OWNED | |||
HIGHLAND SUGARWORKS INC |
SMALL BUS ONLY | MUFFINTOWN | VETERAN OWNED | |||
HIGHLAND WHOLESALE FOODS |
SMALL BUS ONLY | NATIONAL VINEGAR | VETERAN OWNED | |||
HI-GRADE MEATS INC |
SMALL BUS ONLY | NORTH ATLANTIC FISH CO | VETERAN OWNED | |||
HILL & VALLEY INC |
SMALL BUS ONLY | NORTHWEST GOURMET FOOD PRODUCT | VETERAN OWNED | |||
HILLBILLY JOE |
SMALL BUS ONLY | OLD DOMINION WOOD PRODUCTS INC | VETERAN OWNED | |||
HINKLE FOOD SYSTEMS |
SMALL BUS ONLY | PACIFIC MARKETING | VETERAN OWNED | |||
HIRZEL CANNING |
SMALL BUS ONLY | PANOLA PEPPER CO | VETERAN OWNED | |||
HISPAMER DISTRIBUTORS INC |
SMALL BUS ONLY | PRODUCE PACKAGING LTD | VETERAN OWNED | |||
HMC GROUP MARKETING |
SMALL BUS ONLY | R3 PAPERCRAFT | VETERAN OWNED | |||
HMR INNOTECH |
SMALL BUS ONLY | RAYMOND-HADLEY CORP | VETERAN OWNED | |||
HOBART SALES + SVC |
SMALL BUS ONLY | SILVER STATE FOODS INC | VETERAN OWNED | |||
HOFMANN SAUSAGE CO |
SMALL BUS ONLY | SNAVELY | VETERAN OWNED | |||
HOLLAR & GREENE PRODUCE CO |
SMALL BUS ONLY | W MYERS COMPANY INC | VETERAN OWNED | |||
HOLLOWICK |
SMALL BUS ONLY | WALTER PALAZOLA PRODUCE | VETERAN OWNED | |||
HOLLYS CUSTOM PRINT |
SMALL BUS ONLY | WHALEY FOODSVC REPAIRS | VETERAN OWNED | |||
HOLTEN MEAT CO |
SMALL BUS ONLY | WHITEHALL PRODUCTS INC | VETERAN OWNED | |||
HOMERS ICE CREAM |
SMALL BUS ONLY | BOSTON BAKING INC | WOMEN | |||
HOMESTEAD BAKING CO |
SMALL BUS ONLY | ROUTE 11 POTATO CHIPS | WOMEN | |||
HOMESTEAD RAVIOLI |
SMALL BUS ONLY | AB FOODS LLC | WOMEN | |||
HONEE BEAR FOODS |
SMALL BUS ONLY | ACE ATLANTA TOMATO | WOMEN | |||
HONEY-BUTTER PRODUCTS |
SMALL BUS ONLY | ACE TOMATO CO INC | WOMEN | |||
HONEYMOON PAPER PRODUCTS INC |
SMALL BUS ONLY | ALLEN BROTHERS MILLING CO | WOMEN | |||
HONEYSMOKED FISH CO |
SMALL BUS ONLY | ALPHA FOODS CO | WOMEN | |||
HONG KONG NOODLE CO |
SMALL BUS ONLY | AMERICAN BLUE RIBBON HOLDINGS | WOMEN | |||
HOOTERS FOODS |
SMALL BUS ONLY | ANNIE EURO AMERICAN BAKERY INC | WOMEN | |||
HOPKINSVILLE MILLING |
SMALL BUS ONLY | ASK FOODS INC | WOMEN | |||
HORN DISTR CO |
SMALL BUS ONLY | ATHENS PASTRIES-RETAIL | WOMEN | |||
HOT SPRINGS PACKING |
SMALL BUS ONLY | ATKINS DESSERTS LLC | WOMEN | |||
HOUSE OF SMOKE |
SMALL BUS ONLY | BAKERY GROUP | WOMEN | |||
HOUSTON PECAN SHELLING |
SMALL BUS ONLY | BALTIMORE GLASSWARE DECOR INC | WOMEN | |||
HOWARD CALCAGNO |
SMALL BUS ONLY | BERKLEY SQUARE | WOMEN | |||
HOWARD CO INC |
SMALL BUS ONLY | BEST MAID | WOMEN | |||
HP SALES |
SMALL BUS ONLY | BEST MAID COOKIE CO | WOMEN | |||
HS INC |
SMALL BUS ONLY | BLEND PAK | WOMEN | |||
HUBBARD & CRAVENS COFFEE |
SMALL BUS ONLY | BLUE RIDGE FARMS | WOMEN | |||
HUDSON VALLEY FOIE GRAS |
SMALL BUS ONLY | BOCA FREEZE | WOMEN | |||
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
67
HUMMEL BROS INC | SMALL BUS ONLY | BOHEA ASSOCIATES LTD | WOMEN | |||
HUMPHREY CHARCOAL CORP | SMALL BUS ONLY | BOJAS FOODS INC | WOMEN | |||
HUNAN CERALS OIL & FOODS | SMALL BUS ONLY | BROOKLYN BAGEL ACE SPCLTY LLC | WOMEN | |||
HURSEYS BBQ WHOLESALE | SMALL BUS ONLY | BUDS SALAD | WOMEN | |||
HYE QUALITY BAKERY | SMALL BUS ONLY | C&L FOODS INC | WOMEN | |||
HYGRADE OCEAN PRODUCTS | SMALL BUS ONLY | CAPA DI ROMA | WOMEN | |||
ICCO CHEESE COMPANY INC | SMALL BUS ONLY | CAPPUCCINO TO GO | WOMEN | |||
ICE CREAMERY | SMALL BUS ONLY | CARITAS RANCH BAR B Q | WOMEN | |||
ICICLE SEAFOODS INC | SMALL BUS ONLY | CARLAS PASTA INC | WOMEN | |||
IDAHO CANDY | SMALL BUS ONLY | CASS VENTURES INC | WOMEN | |||
IDAHO FRANK ASSOCIATES INC | SMALL BUS ONLY | CHEESEMAKERS INC | WOMEN | |||
IDEAL MEATS | SMALL BUS ONLY | CLAYTON COFFEE | WOMEN | |||
IMPERIAL FLAVORS, INC | SMALL BUS ONLY | CLIFCO SPICE SALES INC | WOMEN | |||
IMPORT FOOD NETWORK LLC | SMALL BUS ONLY | CLIFT INDUSTRIES | WOMEN | |||
IMPORTS LIMITED | SMALL BUS ONLY | CLOWN GYSIN BRANDS | WOMEN | |||
IMPORTS UNLIMITED | SMALL BUS ONLY | COBATCO INC | WOMEN | |||
IMS DIRO ENTERPRISES | SMALL BUS ONLY | COFFEE CABANA BRAZIL | WOMEN | |||
INDEL FOOD PRODUCTS INC | SMALL BUS ONLY | COLLINS BROTHERS | WOMEN | |||
INDEPENDENT FOOD | SMALL BUS ONLY | COLUMBUS VEGETABLE OILS | WOMEN | |||
INDIANA CARTON CO | SMALL BUS ONLY | CONDIES FOODS | WOMEN | |||
INDULGENT FOODS | SMALL BUS ONLY | COSTA PASTA | WOMEN | |||
INDUSCO LTD | SMALL BUS ONLY | CRYSTAL SPRINGS | WOMEN | |||
INDUSTRIAL COMMODITIES | SMALL BUS ONLY | CUSTOM PAK INC | WOMEN | |||
INGLESE BOX CO | SMALL BUS ONLY | CW SPROUTS DBA SUNSPROUTS | WOMEN | |||
INNO PAK | SMALL BUS ONLY | DEAN SAUSAGE CO INC | WOMEN | |||
INNOVATIVE DESIGN | SMALL BUS ONLY | DEEN MEAT CO | WOMEN | |||
INNOVATIVE PACKAGING GROUP | SMALL BUS ONLY | DESSERTS OF DISTINCTION | WOMEN | |||
INNSBRUCK STRUDEL/HELMUTS INC | SMALL BUS ONLY | DIMITRIA DELIGHTS INC | WOMEN | |||
INSTANTWHIP INC | SMALL BUS ONLY | DR GUMBO NO CUISINE | WOMEN | |||
INSTAWHIP | SMALL BUS ONLY | EASTERN FISH CO | WOMEN | |||
INTECO INTL TRADE LLC | SMALL BUS ONLY | EASTLAND FOOD PRODUCTS | WOMEN | |||
INTEDGE INDUSTRIES INC | SMALL BUS ONLY | ECO PRODUCTS INC | WOMEN | |||
INTEGRA MARKETING | SMALL BUS ONLY | FAYDA PACKING CO | WOMEN | |||
INTEGRATED FOOD SERVICE | SMALL BUS ONLY | FIABELLA FOODS LLC | WOMEN | |||
INTEGRITY BEVERAGE INC | SMALL BUS ONLY | FIORE D PASTA INC | WOMEN | |||
INTERAMERICAN QUALITY | SMALL BUS ONLY | FIRE & FLAVOR GRILLING CO | WOMEN | |||
INTERAMERICAN TRAD&PROD COR | SMALL BUS ONLY | FIRST FOOD COMPANY | WOMEN | |||
INTERFRESH INC | SMALL BUS ONLY | FLATOUT INC | WOMEN | |||
INTERMEX PRODUCTS USA LTD | SMALL BUS ONLY | FOH INC | WOMEN | |||
INTERNATIONAL PLASTICS INC | SMALL BUS ONLY | FORAN SPICE | WOMEN | |||
INTERNATIONAL SEAFOOD VENTURES | SMALL BUS ONLY | FRENCH PATISSERIE | WOMEN | |||
INTERNATIONAL SPICES LTD | SMALL BUS ONLY | FRIELING USA | WOMEN | |||
INTERNATIONAL TRADERS INC | SMALL BUS ONLY | FULLBLOOM BAKING CO INC | WOMEN | |||
INTERSEA FISHERIES WEST INC | SMALL BUS ONLY | GIOVANNIS APPETIZING FOODS | WOMEN | |||
INTERSTATE POULTRY | SMALL BUS ONLY | GLADDERS GOURMET COOKIES | WOMEN | |||
INTL FOOD DISTR INC | SMALL BUS ONLY | GO FRESH | WOMEN | |||
INTL FOODS & INGREDIENTS | SMALL BUS ONLY | GOLDEN STAR TRADING INC | WOMEN | |||
INTL SPECIALTY SUPPLY | SMALL BUS ONLY | GOSSNER FOODS INC | WOMEN | |||
INTRASTATE DISTRIBUTORS | SMALL BUS ONLY | GRANDPAS INTERNATIONAL BAKERY | WOMEN | |||
IOWA LAMB PROCESSING | SMALL BUS ONLY | HANDY WACKS | WOMEN | |||
IRANI TEA INC | SMALL BUS ONLY | HANNAHMAX BAKING | WOMEN |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
68
IRON BREW COFFEE CO | SMALL BUS ONLY | HOPES COUNTRY FRESH COOKIES | WOMEN | |||
IRON HORSE PRODUCTS | SMALL BUS ONLY | ILTACO FOODS | WOMEN | |||
ISLAND DELIGHT | SMALL BUS ONLY | ISNARDI USA INC | WOMEN | |||
ISLAND OASIS OF ALBANY | SMALL BUS ONLY | J&K EGG CORP | WOMEN | |||
ISLAND WAY PRODUCTS | SMALL BUS ONLY | JASPER WYMAN & SON | WOMEN | |||
ITALCO FOOD PRODUCTS | SMALL BUS ONLY | JEM MFG LLC | WOMEN | |||
ITALFOODS INC | SMALL BUS ONLY | JOSEPH A SIDARI CO | WOMEN | |||
ITALIAN ROSE GARLIC | SMALL BUS ONLY | JOSEPH CAMPIONE INC | WOMEN | |||
ITLL BE PIZZA | SMALL BUS ONLY | JUBILATION | WOMEN | |||
J BAR B FOODS INC | SMALL BUS ONLY | KELMIN PRODUCTS | WOMEN | |||
J BERNARD SEAFOOD | SMALL BUS ONLY | KENCO | WOMEN | |||
J BRODIE MEAT | SMALL BUS ONLY | KENTUCKY MARKETING SOLUTIONS | WOMEN | |||
J M SCHNEIDER INC | SMALL BUS ONLY | KRUGER FOODS INC | WOMEN | |||
J NAGLE CO | SMALL BUS ONLY | LA AUTENTICA FOODS INC | WOMEN | |||
J&G FOOD PRODUCTS | SMALL BUS ONLY | LA NOVA WINGS | WOMEN | |||
J&G FOODS INC | SMALL BUS ONLY | LAURA CHENELS CHEVRE INC | WOMEN | |||
J&J PRODUCE CO INC | SMALL BUS ONLY | LEMON X CORP | WOMEN | |||
J&J SNACK FOODS | SMALL BUS ONLY | LENNIS CRAB MIX INC | WOMEN | |||
J&J WALL BAKERY | SMALL BUS ONLY | LONE STAR BAKERY INC | WOMEN | |||
JACK BROWN PRODUCE INC | SMALL BUS ONLY | LOVE & QUICHES | WOMEN | |||
JACKSON & ASSOC | SMALL BUS ONLY | MARTINS WREATH CO | WOMEN | |||
JACOBELLIS SAUSAGE CO INC | SMALL BUS ONLY | MATADOR PROCESSORS INC | WOMEN | |||
JACQUELINES WHOLESALE BAKERY | SMALL BUS ONLY | MCL DISTRIBUTING INC | WOMEN | |||
JAFCO FOODS INC | SMALL BUS ONLY | MEL O CREAM | WOMEN | |||
JAG SPECIALTY FOODS LLC | SMALL BUS ONLY | MIDWEST NORTHERN INC | WOMEN | |||
JAMES H PAXON & SONS | SMALL BUS ONLY | MIES PRODUCTS INC | WOMEN | |||
JAMES H PAXSON AND SONS | SMALL BUS ONLY | MILLER MEATS | WOMEN | |||
JAMES MEAT CO INC | SMALL BUS ONLY | MODMIX | WOMEN | |||
JAMES TEA CO | SMALL BUS ONLY | MONTIONES BAKERY INC | WOMEN | |||
JANA BRANDS | SMALL BUS ONLY | MOZZARELLA COMPANY | WOMEN | |||
JAPAN CALIFORNIA | SMALL BUS ONLY | MR GS FOODS | WOMEN | |||
JAVA JACKET | SMALL BUS ONLY | MULLINS FOOD | WOMEN | |||
JAVA TRADING CO LLC | SMALL BUS ONLY | NAGLE VEAL | WOMEN | |||
JAVO BEVERAGE COMPANY INC | SMALL BUS ONLY | NATIONAL DAIRY BRANDS | WOMEN | |||
JB PRINCE CO INC | SMALL BUS ONLY | NEMCO FOOD EQUIPMENT | WOMEN | |||
JBS BAKESERVICE | SMALL BUS ONLY | NEW MEXICO GREEN CHILE CO LLC | WOMEN | |||
JD & SONS | SMALL BUS ONLY | NIELSEN-MASSEY VANILLAS INC | WOMEN | |||
JEFFS GOURMET PIES | SMALL BUS ONLY | NORTH AMERICAN BISON COOP | WOMEN | |||
JENKINS FOODS INC | SMALL BUS ONLY | NORTHSTAR PRODUCE | WOMEN | |||
JEN-SAR PRODUCE, INC. | SMALL BUS ONLY | OKAMI INC | WOMEN | |||
JENSEN MEAT | SMALL BUS ONLY | OLD STYLE SAUSAGE | WOMEN | |||
JENSON FARMS PROD (AMERI) | SMALL BUS ONLY | OREGON SPICE COMPANY | WOMEN | |||
JEPPI NUT AND CANDY CO | SMALL BUS ONLY | PACKAGING PRODUCTS & DESIGN | WOMEN | |||
JIM M. KOO | SMALL BUS ONLY | PAPERCUTTERS INC | WOMEN | |||
JIMMY & NINO SUNSERIS | SMALL BUS ONLY | PAR WAY TRYSON COMPANIES | WOMEN | |||
JIMMYS COOKIES | SMALL BUS ONLY | PATTYS HERBS | WOMEN | |||
JIMMYS SALAD DRESSING | SMALL BUS ONLY | PEANUT PROCESSORS INC | WOMEN | |||
JIMS CHEESE PANTRY | SMALL BUS ONLY | PEARLCO OF BOSTON | WOMEN | |||
JMZ DISTRIBUTING | SMALL BUS ONLY | PERFECT PUREE OF NAPA VALLEY | WOMEN | |||
JO SPICE | SMALL BUS ONLY | PFEIL-HOLING INC | WOMEN | |||
JO SPICE CO INC | SMALL BUS ONLY | PIERRES FRENCH ICE CREAM | WOMEN |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
69
JOCO PRODUCE INC | SMALL BUS ONLY | PLAST TECHS ENTERPRISE | WOMEN | |||
JODY MARONIS | SMALL BUS ONLY | PLASTIC PACKAGING CORP | WOMEN | |||
JOE JURGIELWICZ & SONS, LTD | SMALL BUS ONLY | POPPI ALS | WOMEN | |||
JOE KIRK MEATS | SMALL BUS ONLY | POWERS CANDY | WOMEN | |||
JOE SOLOMON SALES | SMALL BUS ONLY | PROCHEESE SALES LLC | WOMEN | |||
JOGUE INC | SMALL BUS ONLY | QUALITY SAUSAGE CO INC | WOMEN | |||
JOHN ACCARDI & CO | SMALL BUS ONLY | RICHMOND GROUP THE | WOMEN | |||
JOHN BOOS & CO | SMALL BUS ONLY | ROBERTS PRECUT VEGETABLES | WOMEN | |||
JOHN KOERNER CO | SMALL BUS ONLY | SAVOIES SAUSAGE FOOD | WOMEN | |||
JOHN MORREALE MEAT CO | SMALL BUS ONLY | SEA FARE FOODS CORP | WOMEN | |||
JOHN NEWMAN | SMALL BUS ONLY | SELECT DRINKS | WOMEN | |||
JOHN SOULES FOODS INC | SMALL BUS ONLY | SEVEN STARS INC | WOMEN | |||
JOHN VENA INC | SMALL BUS ONLY | SIR AUBREYS TEA CO LTD | WOMEN | |||
JOHN W SPAULDING | SMALL BUS ONLY | SMD TRADING | WOMEN | |||
JOHN WM MACYS CHEESESTICKS | SMALL BUS ONLY | SMITHCO MEATS | WOMEN | |||
JOHN ZIDIAN CO | SMALL BUS ONLY | SOUTHERN VALLEY FRU & VEG | WOMEN | |||
JOHNNY OGRADY CO | SMALL BUS ONLY | SUN WORLD | WOMEN | |||
JOHNNY OGRADY COMPANY | SMALL BUS ONLY | SUN WORLD INC | WOMEN | |||
JOHNS SANDWICH SHOP INC | SMALL BUS ONLY | SUPERIOR QUALITY FOOD | WOMEN | |||
JOHNSON BROS BAKING SUPPLY | SMALL BUS ONLY | SUPREME CUTS LLC | WOMEN | |||
JOHNSON SALES CO | SMALL BUS ONLY | SUZANNAS KITCHEN INC | WOMEN | |||
JOHNSON SEA PRODUCTS | SMALL BUS ONLY | SWAGGERTY SAUSAGE CO INC | WOMEN | |||
JOHNSTON BAKERY INC | SMALL BUS ONLY | SWEET ENDINGS | WOMEN | |||
JONES DAIRY FARM | SMALL BUS ONLY | SWEET STREET DESSERTS | WOMEN | |||
JOYCE FOODS | SMALL BUS ONLY | SYMPHONY INC | WOMEN | |||
JP VEGGIES INC | SMALL BUS ONLY | TAORMINA SALES | WOMEN | |||
JSL FOODS | SMALL BUS ONLY | THOMPSON PACKERS INC | WOMEN | |||
JUDSON ATKINSON | SMALL BUS ONLY | TOTAL COST SYSTEMS INC | WOMEN | |||
JUICE TYME INC | SMALL BUS ONLY | TROPICAL NUT & FRUIT | WOMEN | |||
JULIAN FREIRICH PRODUCT INC | SMALL BUS ONLY | TRUE NATURAL FOODS INC | WOMEN | |||
JUMP INTERNATIONAL | SMALL BUS ONLY | TUBITOS PIZZA | WOMEN | |||
JUNIUS FOOD PROD CORP | SMALL BUS ONLY | US FOOD GROUP | WOMEN | |||
JUS MADE LP | SMALL BUS ONLY | VALLEY LAHVOSH BAKING CO | WOMEN | |||
JUST 4 FUN CORPORATION | SMALL BUS ONLY | VALLEY MEAT CO | WOMEN | |||
JUST BAGELS | SMALL BUS ONLY | WESTCOTT NUT PRODUCTS CO | WOMEN | |||
JUST CHILI, INC. | SMALL BUS ONLY | WINDSOR FOODS | WOMEN | |||
K PAK | SMALL BUS ONLY | WINDSOR FROZEN FOODS | WOMEN | |||
K TEC | SMALL BUS ONLY | WISCONSIN FINEST | WOMEN |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
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EXHIBIT H
To
Amended and Restated Master Distribution Agreement
Dated as of November 25, 2006
ARAMARK Food Safety Standards
Food Safety and Sanitation Standards for Suppliers to ARAMARK SCM, Inc. (ARAMARK) (Current, subject to revision)
A. | All Suppliers must establish and administer the following programs: |
1. An operating Hazard Analysis Critical Control Point Program (HACCP), under which the Supplier shall:
| identify all hazards associated with products; |
| determine all Critical Control Points required to control identified hazards; |
| establish standards for all Critical Control Points; |
| establish procedures to monitor each Critical Control Point; |
| establish corrective actions to be taken when there is a deviation; and |
| establish verification procedures to determine that the HACCP system is working effectively, including a record keeping system for each Critical Control Point. |
2. A documented and actionable Pest Control Program that incorporates integrated pest management practices to assure the facility is free of insects and rodents.
3. A documented Cleaning and Sanitation program.
4. A documented Product Safety and Recall Program that can track specific production lots of products and destinations, and incoming raw materials and finished products, ensuring appropriate track-ability. Mock recalls shall be conducted every 6 months to assess the effectiveness of such Program.
5. A documented Listeria Environmental Program, for suppliers manufacturing and providing to ARAMARK ready-to-eat products.
6. A documented E Coli 0157H7 Program for raw ground beef products, for suppliers manufacturing and providing to ARAMARK raw ground beef products.
7. To the extent Supplier supplies meat products, or products containing meat, Supplier specifically represents, warrants and covenants that Supplier, and its vendors, are in compliance with Title 21 C.F.R. § 589.2000 (eff. August 4, 1997), prohibiting the feeding of ruminant meat and bone meal to ruminants, as now or
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
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hereafter amended or supplemented. Further, Supplier does not allow advanced meat recovery, sometimes known as AMR, in products Supplier manufactures, or in products that Supplier purchases from others, and uses as an ingredient for Suppliers products.
B. | Compliance with these standards shall be monitored in 3 ways: |
1. Annually, each Supplier shall certify in writing to ARAMARK that the Supplier is in compliance.
2. All Suppliers shall be subject to inspection by ARAMARKs Director of Food Safety or his designee, annually. Inspections shall include evaluating good manufacturing practices (GMPs) and reviewing the Programs listed above. A minimum score of 85% is required for each inspection. If a score is below 85%, a re-inspection shall be done within approximately 30 days, to verify correction of deficiencies. A score of less than 85% on reinspection may lead to de-certification of the Supplier. Suppliers shall bear all reasonable inspection costs, e.g. travel, lodging and meals of the ARAMARK Director of Food Safety.
3. Suppliers shall undergo inspections by independent nationally-recognized inspection services, at least annually. Such inspections shall include evaluating GMPs and the Programs listed above. ARAMARK recommends Silliker Laboratories, Randolph Associates, NSF Cook & Thurber, NFPA, American Institute of Baking and American Sanitation Institute as independent inspection services for use by Suppliers. Suppliers are free, however, to use other nationally-recognized inspection services. Suppliers shall bear all costs for these inspections. If requested, Suppliers shall provide ARAMARK with access to records and results of these inspections.
C. | Product Recalls |
1. All ARAMARK manufacturers and distributors must have a documented product safety and recall program that can track specific lots of products and destinations. Mock recalls shall be conducted every six months to assess the effectiveness of such program. For manufacturers, the program shall include both incoming raw materials and finished products.
The following ARAMARK personnel must be notified when a recall occurs:
James Matt Pittser Senior Director, Distribution Pittser-James@aramark.com
Joe Arrasmith Purchasing Director, Commodities Arrasmith-Joseph@aramark.com
John Orobono Senior Vice President, Supply Chain Management Orobono-John@aramark.com
Stuart Berlin Distribution Support Manager Berlin-Stuart@aramark.com
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
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Charles Lousignont Vice President, Supply Chain Management Lousignont-Charles@aramark.com
Notice shall be given by fax at 215 238 8127 and 215 238 4070 and email as above, within 24 hours. Notice by fax and email shall be effective only upon confirmation of receipt from ARAMARK.
2. All ARAMARK components that have received recalled product must be notified within 24 hours, by fax or telephone. The recall notice must identify the product, and shall include all lot or code numbers, product disposition information, and such other information as may be required by law or regulation or that is customarily included in recall notices. All recall information must be to the attention of the component manager.
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
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EXHIBIT I
To
Amended and Restated Master Distribution Agreement
Dated as of November 25, 2006
Grinder/Processor Raw Beef and/or Veal Food Safety Requirements
Purpose:
To provide the minimum food safety requirements (Requirements) applicable to all suppliers of ground raw beef and/or veal (Raw Ground Product), including without limitation, Sysco authorized, Sysco brand, Multi-Unit Account (MUA) and Packer Label suppliers.
Deliverable:
Current and potential branded and packer label suppliers of Raw Ground Product to operating subsidiaries and affiliates (Operating Companies) of Sysco Corporation shall carefully read and complete the Raw Beef and/or Veal Grinder Compliance Sheet and Best Practices List (attached at end of this document). The signed Compliance Sheet and appropriate supporting documentation shall be sent to the Sysco Corporate Quality Assurance Department of the Baugh Supply Chain Cooperative, Inc. within 15 business days after receiving the request from Corporate QA, a BSCC business center or an Operating Company. Corporate QA personnel will work with suppliers to assist in meeting these requirements.
Background:
As the leader in the foodservice industry, Sysco and BSCC have been very proactive in establishing food safety programs that will provide our customers with safe and wholesome products. In a continued effort to improve the food safety and quality of Raw Ground Products we purchase Corporate QA, with the support of the BSCC Beef Department and Operating Companies, is implementing significant changes to the Food Safety and Process Control requirements for Sysco/MUA/Packer Label suppliers of Raw Ground Products. The product and process requirements were revised to improve Syscos ability to provide for a safe food chain and to receive confirmation of compliance with USDA/CFIA Regulations, FSIS Directives and/or Notices and Industry Best Practices to achieve a greater level of consistency between products and suppliers of this important product category.
*This program applies to all suppliers of raw ground or chopped beef/veal food products with or without a mixture of ground beef and non-beef/veal species or ingredients. Suppliers of fabricated steaks and finely sliced beef (9 CFR 319.15(d)) are not required to comply with this program. This program mandates compliance by all suppliers of Raw Ground Products manufactured from source/precursor raw materials as defined in FSIS Directive 10,010.1 R3 and CFIA Annex 0 Chapter 4 Policy on the Control of E. coli O157:H7 Contamination in Raw Beef Products.
Compliance with this program shall be verified annually by an approved E.coli 0157:H7 Third party audit addendum developed specifically for Grinders. Any establishment identified as not complying with the minimum requirements will be disqualified from the Sysco/MAU/Packer Label authorized supplier list for distribution through any Operating Company, including broad line, quick service or limited distribution, or specialty meat company; and purchases of Raw Ground Products produced at such establishment shall be suspended until compliance is achieved.
References:
| FSIS Directive 10,010.1 R3 VERIFICATION ACTIVITIES FOR Escherichia coli O157:H7 IN RAW BEEF PRODUCTS Canadian Food Inspection Agency - Meat Hygiene Manual of Procedures - Chapter 4 - Annex O |
| Health Canada - The Compendium of Analytical Methods - Microbiological Methods |
| Beef Industry Food Safety Council Best Practices for Using Microbiological Sampling 2007 |
| E. coli O157:H7 USDA FSIS Directive Updates - Advancing Public Health |
| USDA FSIS Microbiology Laboratory Guidebook - FSIS Detection Sensitivity for E.coli 0157:H7 Screening |
Note: Suppliers of Sysco Brand Raw Ground Product must also conform to applicable Sysco Brand specifications and requirements as detailed in the applicable Sysco Fire River Farms Ground Beef Specifications.
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
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TABLE 1: Summary of Ground Beef & Veal Supplier Requirements
MINIMUM REQUIREMENTS FOR CORPORATE QA and BSCC AUTHORIZATION (Letter below corresponds to the details in the specific sections in this Sysco Food Safety document.) |
A) USDA FSIS or CFIA - HACCP Plan and Pathogen Reduction Act Compliance. |
B) Independent Third Party Food Safety Audit with Separate E. coli 0157:H7 control addendum for Grinders/Further Processors (Note: the addendum is specific to grinders and is different than the Fresh Beef N60 addendum). |
C) Beef and/or Veal Raw Material Purchase Specifications & Comprehensive Supplier Approval Program. |
D) Grinder/Processor Lot Definition, Separation, Tracking and Control. |
E) Other Raw Materials/Source materials (i.e., bench trim, downgrades) Lot Definition, Robust Testing-COA, Tracking and Control. |
F) Grinder/Processor HOLD Affected Lots when Testing for Declared Adulterant Pathogens. |
G) Product Recall / Withdrawal Program including 2 mock recalls per year (Must submit written program for initial authorization). |
H) Metal Detection / Wood / Glass and Brittle Plastic. |
I) Bone Separation / Removal Systems. |
J) Microbiological Monitoring (Non Pathogenic Organisms). |
K) Employee Training. |
L) Verification of Food Safety Initiatives. |
A) | Grinder / Processor HACCP Program and Pathogen Reduction Standards |
1) All producers of Raw Ground Products must be inspected by the United States Department of Agriculture Food Safety Inspection Service or Canadian Food Inspection Agency. Suppliers shall comply with the implementation of HAZARD ANALYSIS AND CRITICAL CONTROL POINT (HACCP) SYSTEMS as mandated by the applicable governmental agency. All US establishments are required to comply with the US Federal Meat Inspection Act (21 USC 601 et seq.) and regulations promulgated under that act (Title 9 Animals and Animal Products), and all Canadian establishments are required to comply with the Canadian Meat Inspection Act (1985, c. 25 (1st Supp.)) and the Canadian Meat Inspection Regulations, 1990 (SOR/90-288) promulgated there under and any other applicable federal, state, provincial or local statutes and regulations.
2) | Grinder E. coli O157:H7 Reassessment and Compliance |
a. | *Raw Ground Product production facilities shall specifically address E. coli O157:H7 as a biological hazard associated with source materials and the potential for outgrowth during further processing in their facility. E. coli 0157:H7 controls and verification activities at 1) receiving, 2) processing and 3) storage shall be included in the facility hazard analysis. |
i. | An establishment can use procedures and practices in its SSOP or other prerequisite programs to justify a determination that the pathogen is not reasonably likely to occur. |
ii. | The establishment in its hazard analysis shall have supporting and ongoing verification documentation that establishes that the pathogen hazard is not reasonably likely to occur in its operation because of the design and execution of its prerequisite program(s). |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
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iii. | Note: An establishment is not adequately ensuring that its HACCP Plan is functioning effectively if it is not assessing the on-going effectiveness of a pre-requisite program in which its hazard analysis is based (9 CFR 417.4(a)). |
iv. | The receiving establishment shall conduct and record verification activities pertaining to E.coli 0157:H7 controls each quarter. |
b. | All source material or finished product lots used for Sysco ground beef/veal shall be sampled based on robust testing for E. coli O157:H7 as defined by FSIS and/or have a statistically and scientifically justified equivalent or better sampling plan. |
c. | All source material or finished product E. coli 0157:H7 sample tests shall be performed utilizing a test method as sensitive and equivalent to the Detection Procedure detailed in Section 5.5 of USDAs Laboratory Guidebook MLG5.04. |
d. | Grinding facilities shall have demonstrated procedures to prevent grinding of any un-tested source materials or must have a documented Sysco approved finished product testing program meeting FSISs definition of Robust Testing. |
e. | Facilities shall reassess the plant SSOP as well as E.coli 0157:H7 control program(s) on at least an annual basis. |
f. | Decision making documents, control measures and records shall be made available for review by BSCC personnel, including Corporate QA, upon request. |
3) | Grinder / Processor Salmonella Performance Standard Compliance |
a. | An establishments raw ground beef or veal products may not test positive for Salmonella at a rate exceeding the applicable national pathogen reduction performance standard without corrective actions acceptable to Sysco QA. |
b. | If an establishment has not met the performance standard: |
i. | The establishment shall take immediate action to ensure that subsequent testing meets the standard. |
ii. | If the establishment fails to meet the standard on subsequent test, the establishment shall take appropriate corrective actions such that future product meets the performance standard. |
iii. | Failure by the establishment to act in accordance with this section will cause Sysco QA to de-authorize and suspend purchasing. Such suspension will remain in effect until the establishment solves the root cause and has a history showing that measures taken by the establishment to reduce the prevalence of pathogens are effective and the performance standard is met. |
B) | Annual Independent Third Party Audit including a specific E.coli 0157:H7 Addendum for Grinders. |
Note: The Sysco Requirements for E.coli 0157:H7 control verification during Third Party Audits is specific for grinders and is different from an N60 Addendum for Fresh Beef.
1) | The following requirements will apply to ALL suppliers of Raw Ground Product: |
a. | Each calendar year, all suppliers of Raw Ground Product (Packer Label and Multi Unit Suppliers as well as Sysco Branded) must pass a Third Party Food Safety/Sanitation/GMP Audit including a specific Grinder Addendum for E. coli 0157:H7 control. |
b. | Auditing agencies must be approved by Corporate QA. |
Note: All GFSI, Third Party Audits and addendum results must be uploaded to iCix by the Audit Agency.
C) | Slaughter / Raw Material Supplier Approval & Grinder / Processor Purchase Specification Criteria for Food Safety: |
Each Corporate QA authorized grinder establishment must have a documented supplier approval program based on each individual facility including records to assure the following criteria are met and incorporated into purchase specifications.
1) | Beef or Veal Slaughter/Fabricator E. coli O157:H7 Interventions: |
a. | A minimum of two validated post evisceration E.coli 0157:H7 interventions are required with supporting documentation that they reduce incoming loads of E. coli O157:H7 to below detectable levels. |
b. | * At least one of the interventions must be a validated CCP. |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
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c. | The second intervention may be a CCP in the facility HACCP plan or it may be included in other pre-requisite food safety programs, but it must be scientifically validated via peer reviewed science and in plant data. |
d. | Interventions must include multiple areas within beef processing with one intervention required post chill and pre-packaging. For example, you could include interventions at: |
Post evisceration, pre-chill (e.g. thermal process - steam pasteurization or hot water wash).
Post chill pre-packaging (e.g. antimicrobial spray wash, or other validated interventions). Beef Suppliers are encouraged to apply a scientifically validated intervention against E. coli O157:H7 to all primal and sub-primal beef cuts as close to packaging as possible.
These interventions must be detailed in the suppliers Letter of Guarantee for all establishments and describe:
1) | The exact interventions used. |
2) | That the interventions are validated both in-plant and by peer reviewed scientific documentation with a description of both forms of validation. |
c. | Source materials as defined in FSIS Directive 10,010.1 R3 include Beef/Veal Manufacturing Trimmings, beef from AMR systems, low temperature rendered LTRB, partially defatted beef fatty tissue, partially defatted chopped beef, weasand meat, head meat, cheek meat, heart meat and raw esophagus. |
2) | * Establishment and Notification of Unusual Event Periods: |
a. | Suppliers must, unless approved in writing by Sysco QA, establish an Unusual Event program at each location that generates ground beef source materials. The programs must be justified in its criteria for determination of an Unusual Event Period of unusually high levels of presumptive positive beef trim / source material tests for E. coli O157:H7. |
b. | Trim testing criteria for sample size must meet or exceed FSISs definition of Robust Sampling (e.g. N=60). A Period of beef processing will be defined at a minimum as a date and time period of beef trim production from carcass or primal/subprimal fabrication at one establishment, and the period must be justified for separation (e.g. via sanitation measures) from any other production period. |
c. | An Unusual Event Period will be pre determined in each individual program based on logical justification whereby actions are triggered by predetermined positive rate statistical confidence intervals or pre determined positive rate spec limits. For example, results from a period exceed the establishments statistical baseline for presumptive positive E. coli O157:H7 tests by more than one standard deviation might cause holding the days production for additional testing and investigation while period results exceeding two standard deviations above baseline trigger diverting the entire period to a cooker. All programs must have decision making documents to support the criteria and actions. |
d. | Suppliers required to have an Unusual Event program should notify specific further processors, brokers and/or jobbers of any Unusual Event Period prior to shipment of any raw beef products from that Unusual Event Period if the products are intended for raw ground beef production. |
3) | Slaughter/Fabricator LOT CONTROL - Lot Definition, Partial Lots and Lot Composition |
a. | Raw beef trim supplier lotting methods and lot sizes must be defined, on file and designed to cover all intended for raw ground beef components produced in the suppliers plant. |
b. | Raw domestic (US and Canadian) beef supplier lots shall be typically defined by linked source materials. |
c. | Source materials as defined in FSIS Directive 10,010.1 R3 and CFIA Annex 0 Chapter 4 include Beef/Veal Manufacturing Trimmings, two piece chucks, sub primal cuts (steaks and roasts) or primal cuts of boneless beef that establishments use as components of raw ground beef, bench trim, beef from AMR systems, low temperature rendered / centrifuged beef (BLBT or LFTB), partially defatted beef fatty tissue, partially defatted chopped beef, weasand meat, head meat, cheek meat, heart meat and raw esophagus. |
d. | Lots of source materials should be used in sequence before using another lot of like source materials (e.g. USDA Choice Beef 50s from one lot must be used completely prior to use of another lot of USDA Choice Beef 50s another example to consider might be frozen lean or BLPT or LFTB source material lots). |
e. | Domestic raw beef trim maximum lot size is identified as a maximum of 5 combos not to exceed 10,000 pounds or 4,500 kilograms. |
f. | Imported frozen beef trim maximum lot size may be defined in either time or space but cannot exceed 700 cartons (a container equivalent) or more than a single days production. A lot is defined as comprising all those cartons, packages or containers of beef components packed on a given packing line and based on Sanitation Standard Operating Procedures (SOPs); |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
77
and/or determined by the establishment based on the implementation of a statistically based sampling program to distinguish between segments of production. |
g. | Domestic raw beef suppliers and import beef brokers shall assure that all combos or boxes that have been assigned and tested as one lot remain intact and all lots are sold and managed as one unit and not separated during distribution. |
4) | E. coli O157:H7 Sampling Protocol: |
a. | At the minimum, all beef or veal raw material suppliers shall sample all source raw materials destined for grinding utilizing procedures recognized as equivalent or superior to FSIS defined Robust Testing for detection of E. coli O157:H7. |
| Robust testing as defined means that the following features are part of the written program defining how raw beef samples are collected and analyzed: |
| For samples capable of excision testing, N-60 represents 375 grams or more of thinly sliced exterior surface tissue (60 slices derived from trim in no more than 5 combo bins/units with no less than 12 thin slices of exterior surface material from each combo bin/unit); a 375 gram sample is enriched and analyzed using a method at least as sensitive and specific as the FSIS method. |
| For samples not capable of excision testing (e.g., comminuted product), a composite sample is collected representing all units from a specified time period (5 to 10 minutes for continuous testing; grab samples from each /unit); 65 gram samples are enriched and analyzed using a method at least as sensitive and specific as the FSIS and or Health Canada method. |
Note: In the N-60 sampling procedure, 60 represents the minimum number of sub-samples required, regardless of the size (number of combos/units) and weight of the lot. Whether the lot weighs 4,500 kg, 2,000 kg or 100 kg, 60 sub-samples must be collected from the lot. Alternate parameters may be used to define robust testing provided they have been evaluated by CFIA (the Meat Programs Division and Food Safety Division) and provide an equivalent or increased level of confidence. * Pre-ground chub product may not be ground into Sysco Brand Raw Ground Product and imported coarse or finely ground beef is not approved for either Sysco Brand or Packer Label ground beef.)
b. | Corporate QA supports increasing the probability of detecting an E.coli O157:H7 contaminated lot by further increasing the number of samples and decreasing the lot size. |
5) | Slaughter/Fabricator Hold and Test Protocol: |
a. | Suppliers of raw beef intended for grinding have demonstrated and written procedures in place to assure that the entire lot being tested for E. coli 0157:H7 and any other connected lots of raw material and finished product are isolated and in the facilitys control until acceptable test results are on file. BSCC and Corporate QA consider distribution prior to receipt at the grinding establishment as an extension of the control of the supplying establishment. |
b. | All samples with a positive screening test must either undergo further testing for cultural confirmation of E. coli O157:H7 by an accredited laboratory using testing methodology equivalent to FSIS approved methods or the product lot must be treated as a confirmed positive. |
6) | Slaughter/Fabricator Microbiological Testing E.coli 0157:H7: |
a. | Supplier shall assure that all sampled slices or product samples from a lot shall be included in each test. Testing laboratories should audit samples for count and surface tissue. |
b. | Microbiology test laboratories should be ISO 17025 or equivalent accredited. |
c. | All laboratories testing trim and ground beef components for E. coli O157:H7 shall be audited annually by an independent third party. |
d. | E.coli 0157:H7 screening test methods must be at least as sensitive as the FSIS method limit of detection. |
i. | Examples of rapid PCR methods as sensitive as the FSIS method include but are not limited to: DuPont Qualicon BAX® MP System, IEH PCR Assay MP Test System and BioControl Assurance GDS. |
e. | Presumptive positives must be deemed positive if not culturally confirmed. |
f. | All laboratories must be enrolled in a recognized proficiency program for E. coli O157:H7 testing and participate in proficiency rounds at least twice a year. |
i. | Any alternative sampling procedure must be validated and authorized in writing by Corporate QA with records of authorization on file. |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
78
ii. | Any non AOAC approved E.coli 0157:H7 test method must be approved in writing by Corporate QA. |
iii. | Authorization record(s) shall be available upon request. |
7) | Certificates of Analysis (COAs) and Import Affidavits or Supporting Documentation |
a. | COA for lot negative E. coli O157:H7 status or affidavit documentation must be traceable by: |
i. | supplier (name, address & est. #), |
ii. | lot size, |
iii. | lot production date, |
iv. | lab name/address and |
v. | testing methodology. |
b. | Suppliers and/or brokers provide documentation (e.g. COAs) showing that all tests within the respective trim lot(s) are accounted for and tested negative for E coli 0157:H7. |
c. | Non accredited laboratory must be authorized in writing by Corporate QA. Authorization records shall be made available upon request. |
Domestic Beef or Veal for Grinding
d. | COAs or COA testing documentation for lot negative E. coli O157:H7 status from outside suppliers or integrated facilities must be on file for each lot prior to grinding. |
Imported Beef or Veal for Grinding
e. | *Sourced suppliers of Sysco Fire River Farms (FRF) bulk ground beef shall only use beef from approved USA and Canadian abattoir sources. |
f. | For non sourced bulk ground beef or veal or FRF beef patties; Only frozen beef or veal intended for grinding from USA, Australia, New Zealand, Canada and Uruguay is allowed by Corporate QA and BSCC. |
i. | Deviation requires written approval from Sysco QA and BSCC prior to implementation. |
g. | Grinding establishments must have supporting documentation showing that the exporting supplier(s) (by facility) E.coli 0157:H7 controls are equivalent to the minimum requirements stated in these Raw Ground Beef and/or Veal Supplier Requirements. |
h. | Suppliers and/or brokers must provide documentation showing that all purchased ground beef or veal was derived from trim lots that tested negative for E coli 0157:H7. |
i. | Previously ground beef or veal must not be used in Sysco Branded product. |
j. | Previously ground beef or veal must not be comingled from multiple lots. |
8) | Slaughter Establishments criteria for signaling an Out-of-Control process and actions for controlling E.coli 0157:H7. |
a. | Slaughter establishments must have a statistically based quality control plan that identifies out-of-control events such as abnormal trim test positive rates (Unusual Event Periods) and corrective actions. |
b. | Actions taken in response to Unusual Event Periods must be documented and available for review. |
c. | *A system for notifying customers of Unusual Event Periods should be in place. |
d. | Verification testing should follow FSIS Guidelines Sampling Beef Trimmings for E. coli 0157:H7 whereby sampling should be doubled during the high prevalence season. |
9) | Slaughter Establishments VERIFICATION of E.coli 0157:H7 Control |
a. | Lot negative E.coli 0157:H7 source material shall be held and re-tested via N60 at a minimum frequency of Quarterly. |
b. | This includes all source materials sold to grinder operators (e.g. beef heart meat). |
c. | Verification results should be available for the grinder operator to access. |
ALL RAW BONELESS BEEF AND/OR VEAL RAW MATERIALS INTENDED FOR GRINDING or FINISHED PRODUCT MUST TEST NEGATIVE (BELOW DETECTABLE LEVELS) FOR E.COLI 0157:H7.
10) | Slaughter Establishments Microbiological Monitoring (Non E. coli 0157:H7) |
a. | Beef suppliers should have ongoing sampling, testing and corrective action programs. |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
79
b. | Micro monitoring programs should have upper acceptance limits with reports shared within the slaughter facility as needed to facilitate corrective actions. |
c. | Results and corrective action should be documented, on file and available for review upon request. |
11) | Slaughter Establishment Humane Handling / Animal Welfare |
a. | Slaughter supplier and/or integrated facility department should have a written Animal Handling program meeting the most recent American Meat Institute Animal Handling guidelines. |
b. | The slaughter supplier program should include employee training and verification of compliance. |
c. | Sysco Brand slaughter establishments and/or integrated facilities must remain in good standing with Syscos Animal Welfare 3rd Party Audit requirements. |
12) | Employee Training |
a. | Slaughter suppliers shall have documented training for associates involved with HACCP, SSOP, Equipment Cleaning and Maintenance, E. coli 0157:H7 sampling, COA system, Microbiological Monitoring and Animal Handling. |
END OF Slaughter Raw Material Supplier Approval & Purchase Specification Requirements
BEGINNING of Grinder/Further Processor Facility Requirements
D) | Grinder and/or Processor Lot Definition, Source Material Separation, Tracking and Control |
1) | *Grinder / Processor methods for lot control include defined procedures to keep trim and other source material lots intact and minimize lot size expansion through inventory management and line separation. |
Note: Refer to FSIS Directive 10,010.1 R3 and CFIA Annex 0 Chapter 4 for lot definitions and recall criteria.
2) | Lot sizes are defined, documented, justified and designed to cover all ground beef finished product produced in the plant. |
3) | Clean up to clean up alone is not adequate to define a lot. |
4) | Carrying over or intermingling source material lots is discouraged and must be tracked. |
5) | Carrying over in process product from multiple production days is prohibited. |
6) | Grinders must have a tracking system allowing one step backward and one step forward traceability. |
7) | Records of monitoring, verification, corrective actions and training must be maintained and made available for review upon request. |
E) | Other Beef Raw Materials/Source Materials for Grinding (i.e. bench trim, downgrade roasts/steaks) Note: Regardless of annual production volume. |
1) | *Grinder operators shall include handling of other raw materials into the facility HACCP Plan Flow Chart and risk analysis. Examples are but not limited to the following: |
a. | Bench trim, |
b. | Downgraded whole muscle cuts, |
c. | Heart meat, |
d. | Low Temp Rendered finely textured beef trim or boneless lean beef trim, |
e. | Other source materials, etc. |
2) | COAs for each lot showing acceptable results supporting that the respective Other Beef Raw / Source Material met or exceeded equivalency tested (i.e. robust sampling and equivalent lab testing) for E. coli O157:H7 as defined by FSIS and CFIA. |
3) | Demonstrated process for control including available and reviewable records showing that other materials were equivalency tested, shipped for further processing into a fully cooked product and/or rendered. |
4) | Lot size utilized for E. coli 0157:H7 Tested and Passed other material shall be limited to a maximum of no more than one production day. |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
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5) | Grinding untested other raw materials is strictly prohibited. |
6) | Deviations to these requirements will only be considered if/when grinder establishment presents an alternative food safety control program that includes validated microbial intervention and/or hold and test screening steps in the manufacturing process. |
F) | Grinder and/or Processor HOLD and TEST Affected Lot(s) When Testing for Adulterant Pathogens |
1) | Per the Sysco required supplier approval program, ground beef and veal is produced from approved suppliers that incorporate best practices for interventions and whereby the tested and passed source materials are sampled using robust sampling plans for E.coli 0157:H7. |
2) | *BSCC/Corporate QA Grinders / Processors must have demonstrated and written procedures in place to assure that the entire lot and any other connected lots associated with the original trim/source material/precursor material and ground products being tested for E. coli 0157:H7 by the USDA Food Safety Inspection Service, Health Canada CFIA , USDA Agricultural Marketing Service (ARS) or as a verification of the E.coli 1057:H7 interventions, are isolated, prevented from entering commerce and in the control of the grinding-processing-slaughter facilities until acceptable (NEGATIVE) test results are on file for lot associated each sample. |
G) | Grinder and/or Processor Product Recall / Withdrawal Program |
1) | Grinders and Processors shall have a written Recall Plan including up to date BSCC and Sysco contact information. In the event of a recall or withdrawal Corporate QA and the Operating Companies must be contacted immediately. |
2) | Grinders and Processors shall perform Mock Recalls on a routine basis (twice per year for Sysco Brand Suppliers) to measure trace back to suppliers and trace forward to customers. Mock Recalls include an assessment of the records associated with HACCP, SSOP and Prerequisite Food Safety Programs. |
3) | Establishments shall have contingency plans providing the capability to perform recalls or market withdrawals at all times. |
4) | Grinders shall document the effectiveness of the mock recalls. |
H) | Grinder and Processor Foreign Object Control - Metal Detection, Wood and Glass Control Programs |
1) | Grinder and/or Processor suppliers must have written programs for foreign object control. The program should be comprehensive as developed to prevent potential foreign object from being introduced into the product. |
2) | At a minimum, suppliers must have demonstrated metal detection, wood, glass and brittle plastic control programs. |
3) | Metal detection programs for finished products must include routine calibration for sensitivity and reject mechanism timing. Monitoring frequency shall occur during each production shift and corrective actions shall include retaining all production back to the last acceptable check. |
4) | All ground products must be conveyed through a working metal detector at least capable of detecting and rejecting product with stainless, non-ferrous and ferrous metal standards (5mm stainless steel, 3.5mm non-ferrous or 3mm ferrous metal for Sysco Brand ground beef products). |
5) | Suppliers shall have demonstrated programs for controlling wood pieces and nails from damaged raw material pallets. |
6) | Glass control programs must ensure that all glass lighting shall be completely enclosed in shatterproof protective shields or manufactured with shatterproof materials to prevent glass contamination of product. |
7) | Procedures in areas where product or product contact exposure exists shall be in place to ensure that all essential glass or brittle plastic in cameras, gauges etc. is documented to indicate location, condition, maintenance and is monitored on a routine basis. |
I) | Grinder Bone Separation/Removal Systems and Rework Requirements |
1) | Ground products shall be manufactured with grinders equipped with functional bone chip (hard and soft) removal systems in the final grinding process. The only exception is for coarse ground (1/4 inch or greater grinder plates) finished products. |
2) | The exudates from the bone chip/cartilage remover shall not be added back to the finished product unless further reduced in particle size through a 1/16 or smaller plate. |
3) | Exudates added back to formulations must not rise above 44 ºF. |
4) | The percentage of removed exudates added back to the ground beef/veal batch shall not exceed agreed upon specification limits. |
5) | Usage shall be documented to ensure trace-ability to original raw material lots (e.g. production date and lot number source). |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
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6) | Exudates generated during the normal production process may be added back into the product flow during the same production period and to the same lotted product as it originated from, provided all rework is documented on batch sheets, the amount does not exceed allowable specification limit and it is traceable to original raw materials. |
7) | HOLDOVER rework and/or de-bone material from a previous days production is prohibited. |
J) | Grinder and/or Processor Establishment Microbiological Monitoring (Non Pathogenic Organisms) |
1) | Grinders should have demonstrated procedures for monitoring and controlling the microbiological quality of raw materials (which may be based on incoming and finished product test results). Sysco Brand production requires finished product microbiological quality testing. |
2) | Grinders shall have demonstrated systems for maintaining the effectiveness of sanitation which includes detailed cleaning and sanitation procedures and ongoing verification via micro sampling/testing of environmental food contact surfaces. |
3) | Any microbiological and/or bioluminescence monitoring programs shall have targets, action limits and corrective action plans. Monitoring reports shall be shared with the respective shareholders (i.e., slaughter facility, supplier, sanitation and operations personnel) as needed to facilitate timely corrective actions. |
4) | Any microbiological monitoring programs shall have microbiological targets and with action limits for reference; ongoing monitoring is preferred and if finished product is tested, the supplier shall have documented corrective actions in the event that the action limit is exceeded. |
5) | Any microbiological monitoring program test results and corrective actions shall be documented, on file and available for review upon request. |
K) | Grinder and/or Processor Employee Training |
1) | Suppliers shall have specific documented training programs for all associates involved with HACCP, SSOP, Equipment Cleaning and Maintenance, E. coli 0157:H7 sampling, COA system, Microbiological Monitoring and those programs associated with the minimum requirements herein: |
| HACCP Plan and Pathogen Reduction Act Compliance. |
| Independent Audit/Third Party Audit Requirement with E coli 0157:H7 control addendum. |
| Beef and/or Veal Raw Material Purchase Specifications & Supplier Approval Program. |
| Grinder Lot Definition, Separation, Tracking and Control. |
| HOLD Affected Lots when Testing for Declared Adulterant Pathogens. |
| Product Recall / Withdrawal Program including 2 mock recalls per year. |
| Metal Detection, Wood and Glass Control |
| Bone Separation / Elimination Systems |
| Verification of Food Safety Initiatives |
2) | CCP monitors and verifiers are appropriately trained and receive annual refresher training. |
3) | If needed, training in the language understood by food handlers and other employees should be provided. |
4) | Training records shall be on file for all employees involved with the production of products distributed through Sysco and its Operating Companies. |
L) | Verification of Food Safety Initiatives |
1) | Grinder/Processor establishments shall perform verification activities to assure raw material supplier compliance with the minimum purchasing specification requirements listed herein. |
a. | *Each quarter, grinder operators shall obtain records from each source material supplier showing verification of E.coli 0157:H7 controls. |
i. | *Source / precursor materials include all beef / veal components (i.e., trim, heart meat, boneless lean beef trim, finely textured beef trim, bench trim etc.). |
b. | Beef or Veal raw material supplier verification activities can include but are not limited to: |
i. | Supplier plant visits, |
ii. | Teleconference/paperwork audits, |
iii. | Copies of Third Party Audits (GMP/Food Safety, SRM Control, Animal Welfare and FSA), |
iv. | Supplier Letter(s) of Guarantee, |
v. | Testing incoming raw beef or veal for non pathogenic micro indicator organisms, |
vi. | Assurance that the supplier conducts Hold and Verification testing of source material lots from previously tested and passed trim lots for E. coli 0157:H7, at least quarterly, and using robust testing methods; with proportionally more frequent testing in high prevalence season months. |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
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2) | Grinder/Processors shall perform internal program verification and reassessment activities to assure compliance with the minimum process control requirements listed herein. Such activities could include: |
i. | Review of purchasing, receiving and record keeping procedures. |
ii. | Testing for appropriate non-pathogenic organisms to allow validation and verification of equipment design/maintenance, cleaning and sanitation process control systems designed to improve food safety. |
iii. | A demonstrated program for testing finished ground products for non pathogenic microorganisms which includes corrective action limits and corrective action records or process control corrections for instances when the limits were exceeded. |
iv. | Review of lot controls including all source materials, rework and/or carryover handling procedures and record keeping. |
v. | Review of Hold and Test controls including isolation and inventory management of product lots pending test results. |
vi. | Review of Product Recall/Withdrawal system accuracy and capability to perform on all shifts. |
vii. | Review of metal detection including reject handling procedures; Wood control including pallet condition and preventive measures prior to dumping combos; Glass controls including purchasing practices. |
viii. | As applicable; review of bone separation equipment performance, regrind temperature, usage levels and tracking. |
ix. | Evaluation of employee training program effectiveness. |
3) | Corporate QA may select approved suppliers of Sysco Brand and authorized Packer Label or MUA suppliers to submit documentation verifying compliance to key elements including but is not limited to those listed above. |
4) | Independent Audit with Specific E.coli 0157:H7 Control Addendum for Grinders |
a. | Each calendar year, all suppliers of Raw Ground Product (Packer Label and Multi Unit Suppliers as well as Sysco Branded) must pass a Third Party Food Safety/Sanitation/GMP Audit including a specific Grinder Addendum for E. coli 0157:H7 control. |
b. | The auditing agency/certification body must post the audit and addendum on iCiX. |
For those suppliers selecting a GFSI recognized audit scheme, audits can be completed by any certification body that is accredited to do so. The certification audits can be announced. Suppliers selecting a standard audit may only use the auditing firms listed below:
1. | Food Safety Net Services |
Sherri Jenkins
E-mail: sjenkins@food-safetynet.com
mailto:donna.mccarter@usda.gov Phone: 210.384.3426 Fax: 210.308.0837
Process Management Consulting
Mr. Bob Thrash
E-mail: rwthrash@bellsouth.net
Phone: 615.952.9651 Fax: 615.740.9675
2. | Silliker Inc. |
Todd Dechter
E-mail: todd.dechter@silliker.com
Phone: 708-957-7878 Fax: 708.957.8405
NSF Cook and Thurber
Chris Alexander
E-mail: calexander@nsf.org
Phone: 734.913.5728
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
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Verification of Required Programs:
Contact the Sysco QA Program Quality Manager (PQM) to assist with meeting requirements for No answers.
CIRCLE |
MINIMUM REQUIREMENTS FOR CORPORATE QA AUTHORIZATION (Letter below corresponds to the details in the specific sections in the requirement document.) | |||
YES | NO | A) USDA FSIS or CFIA - HACCP Plan and Pathogen Reduction Act Compliance. | ||
YES | NO | B) Global Food Safety Initiative Audit or Unannounced Independent Third Party Audit Requirement with Separate E. coli 0157:H7 control addendum for Grinders. | ||
YES | NO | C) Beef and/or Veal Raw Material Purchase Specifications & Supplier Approval Program; Including all requirements herein (ex. Interventions, Unusual Event Day & Verifications). | ||
YES | NO | D) Grinder/Processor Lot Definition, Separation, Tracking and Control. | ||
YES | NO | E) Other Raw Materials (i.e., bench trim, downgrades) Lot Definition, Robust Testing, Tracking and Control. | ||
YES | NO | F) Grinder/Processor HOLD Affected Lots when Testing for Declared Adulterant Pathogens. | ||
YES | NO | G) Product Recall / Withdrawal Program including 2 mock recalls per year (Must submit written program for initial authorization). | ||
YES | NO | H) Metal Detection / Wood / Glass and Brittle Plastic. | ||
YES | NO | I) Bone Separation / Removal Systems. | ||
YES | NO | J) Microbiological Monitoring (Non Pathogenic Organisms). | ||
YES | NO | K) Employee Training. | ||
YES | NO | L) Verification of Food Safety Initiatives. |
(Check all that apply) Sysco Brand Packer Label Multi-Unit Account Supplier
Supplier agrees to provide Corporate QA supporting documentation and records for use in the evaluation process. Corporate QA must approve each supplier prior to inclusion on the Authorized Supplier Listing. Note: Once approved, any establishment identified as not complying with these requirements shall be suspended and/or removed from the authorized list for distributing through an Operating Company.
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EST # | Establishment Name | |||||||||
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Establishment Authorized Signature/Title or Position | Date |
All suppliers desiring initial approval shall submit requested supporting documentation and records within 15 Business Days to:
Baugh Supply Chain Cooperative, Inc. (the merchandising services affiliate of Sysco Corporation)
Attn: Brad Donald - Corporate QA Dept. Ground Beef Program Quality Manager
1390 Enclave Parkway
Houston, Texas 77077-2099
Phone: 281.584.1716 Donald.Bradley@corp.sysco.com
|
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Corporate QA Approval Signature: | Date: |
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
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GRINDING ESTABLISHMENT BEST PRACTICE LIST
Establishment Name:
EST#:
Sysco Quality Assurance requests that suppliers list additional best practices for Food Safety within each facility. For example, additional raw material controls, sampling requirements exceeding Robust, list all validated antimicrobial interventions pre-requisite and CCP with log reductions, monitoring, verification activities; specific COA/Affidavit tracking systems; sanitation effectiveness monitoring and verification testing; during operation interventions; finished product testing; laboratory accreditation, employee training, Unusual Event decision making criteria, etc.
Return the list along with the signed compliance check sheet and supporting documents.
File Date:
Initials:
* | Material omitted and separately filed with the Commission under an application for confidential treatment. |
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Exhibit 31.1
CERTIFICATIONS
I, Joseph Neubauer, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of ARAMARK Corporation for the quarter ended April 1, 2011. |
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 registrants 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 controls 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: May 12, 2011
/s/ JOSEPH NEUBAUER |
Joseph Neubauer Chairman and Chief Executive Officer |
Exhibit 31.2
CERTIFICATIONS
I, L. Frederick Sutherland, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of ARAMARK Corporation for the quarter ended April 1, 2011. |
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 registrants 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 controls 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: May 12, 2011
/s/ L. FREDERICK SUTHERLAND |
L. Frederick Sutherland Executive Vice President and Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of ARAMARK Corporation (the Company) on Form 10-Q for the fiscal quarter ended April 1, 2011 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Joseph Neubauer, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:
(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. |
Date: May 12, 2011
/s/ JOSEPH NEUBAUER |
Joseph Neubauer |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of ARAMARK Corporation (the Company) on Form 10-Q for the fiscal quarter ended April 1, 2011 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, L. Frederick Sutherland, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:
(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. |
Date: May 12, 2011
/s/ L. FREDERICK SUTHERLAND |
L. Frederick Sutherland |