Condensed Consolidating Financial Statements Of ARAMARK Corporation And Subsidiaries

9 Months Ended

Jul. 01, 2011

Condensed Consolidating Financial Statements Of ARAMARK Corporation And Subsidiaries

Condensed Consolidating Financial Statements Of ARAMARK Corporation And Subsidiaries

(18) 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 Company's 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 management's 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 Company's 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.

During the third quarter of fiscal 2011, Seamless North America, LLC was removed as a guarantor of the 8.50% senior notes due 2015 and senior floating notes due 2015 due to the terms of the sale agreement (see Note 16).

ARAMARK CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

July 1, 2011

(in millions)

	ARAMARK Corporation		Guarantors		Non Guarantors		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	23.4	$	34.4	$	37.1	$	—		$	94.9
Receivables		1.1		293.9		961.3		—			1,256.3
Inventories, at lower of cost or market		15.8		367.3		79.5		—			462.6
Prepayments and other current assets		37.6		111.8		77.5		—			226.9
Total current assets		77.9		807.4		1,155.4		—			2,040.7
Property and Equipment, net		39.2		766.9		223.4		—			1,029.5
Goodwill		173.1		3,896.8		624.0		—			4,693.9
Investment in and Advances to Subsidiaries		6,953.5		352.9		268.9		(7,575.3	)		—
Other Intangible Assets		53.8		1,478.6		281.2		—			1,813.6
Other Assets		80.5		535.0		342.2		(2.0	)		955.7
	$	7,378.0	$	7,837.6	$	2,895.1	$	(7,577.3	)	$	10,533.4
LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term borrowings	$	0.7	$	9.6	$	45.6	$	—		$	55.9
Accounts payable		150.8		229.4		285.7		—			665.9
Accrued expenses and other liabilities		272.0		628.9		270.3		0.1			1,171.3
Total current liabilities		423.5		867.9		601.6		0.1			1,893.1
Long-Term Borrowings		5,043.9		25.9		725.5		—			5,795.3
Deferred Income Taxes and Other Noncurrent Liabilities		328.6		741.9		161.2		—			1,231.7
Intercompany Payable		—		5,868.6		992.8		(6,861.4	)		—
Common Stock Subject to Repurchase		157.9		—		—		—			157.9
Total Equity		1,424.1		333.3		414.0		(716.0	)		1,455.4
	$	7,378.0	$	7,837.6	$	2,895.1	$	(7,577.3	)	$	10,533.4

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 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
Total 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

ARAMARK CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the three months ended July 1, 2011

(in millions)

	ARAMARK Corporation			Guarantors			Non Guarantors		Eliminations			Consolidated
Sales	$	262.9		$	2,027.3		$	1,035.1	$	—		$	3,325.3
Costs and Expenses:
Cost of services provided		250.1			1,825.8			961.2		—			3,037.1
Depreciation and amortization		5.0			96.2			29.0		—			130.2
Selling and general corporate expenses		15.4			27.4			5.9		—			48.7
Interest and other financing costs		105.0			—			8.3		—			113.3
Expense allocation		(105.0	)		94.4			10.6		—			—
		270.5			2,043.8			1,015.0		—			3,329.3
Income (Loss) before income taxes		(7.6	)		(16.5	)		20.1		—			(4.0	)
Provision (Benefit) for Income Taxes		(2.0	)		(5.1	)		3.2		—			(3.9	)
Equity in Net Income of Subsidiaries		5.5			—			—		(5.5	)		—
Net income (loss)		(0.1	)		(11.4	)		16.9		(5.5	)		(0.1	)
Less: Net income attributable to noncontrolling interest		—			—			0.4		—			0.4
Net income (loss) attributable to ARAMARK shareholder	$	(0.1	)	$	(11.4	)	$	16.5	$	(5.5	)	$	(0.5	)

ARAMARK CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the nine months ended July 1, 2011

(in millions)

	ARAMARK Corporation			Guarantors		Non Guarantors		Eliminations			Consolidated
Sales	$	764.1		$	6,140.1	$	3,007.2	$	—		$	9,911.4
Costs and Expenses:
Cost of services provided		716.7			5,481.0		2,791.7		—			8,989.4
Depreciation and amortization		15.1			290.6		81.1		—			386.8
Selling and general corporate expenses		41.1			80.6		17.4		—			139.1
Interest and other financing costs		306.7			0.2		8.3		—			315.2
Expense allocation		(304.1	)		282.6		21.5		—			—
		775.5			6,135.0		2,920.0		—			9,830.5
Income (Loss) before income taxes		(11.4	)		5.1		87.2		—			80.9
Provision (Benefit) for Income Taxes		(3.1	)		0.7		24.6		—			22.2
Equity in Net Income of Subsidiaries		67.0			—		—		(67.0	)		—
Net income		58.7			4.4		62.6		(67.0	)		58.7
Less: Net income attributable to noncontrolling interest		—			—		0.4		—			0.4
Net income attributable to ARAMARK shareholder	$	58.7		$	4.4	$	62.2	$	(67.0	)	$	58.3

ARAMARK CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the three months ended July 2, 2010

(in millions)

	ARAMARK Corporation			Guarantors			Non Guarantors		Eliminations		Consolidated
Sales	$	276.0		$	1,944.6		$	900.3	$	—	$	3,120.9
Costs and Expenses:
Cost of services provided		265.6			1,754.8			834.3		—		2,854.7
Depreciation and amortization		5.4			96.0			25.3		—		126.7
Selling and general corporate expenses		10.8			27.2			6.2		—		44.2
Interest and other financing costs		98.5			0.2			10.1		—		108.8
Expense allocation		(95.3	)		93.8			1.5		—		—
		285.0			1,972.0			877.4		—		3,134.4
Income (Loss) before income taxes		(9.0	)		(27.4	)		22.9		—		(13.5	)
Provision (Benefit) for Income Taxes		(8.5	)		(3.8	)		5.1		—		(7.2	)
Equity in Net Loss of Subsidiaries		(5.8	)		—			—		5.8		—
Net income (loss)	$	(6.3	)	$	(23.6	)	$	17.8	$	5.8	$	(6.3	)

ARAMARK CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the nine months ended July 2, 2010

(in millions)

	ARAMARK Corporation			Guarantors			Non Guarantors		Eliminations			Consolidated
Sales	$	756.5		$	5,958.3		$	2,698.9	$	—		$	9,413.7
Costs and Expenses:
Cost of services provided		719.0			5,337.4			2,488.6		—			8,545.0
Depreciation and amortization		15.3			290.6			76.2		—			382.1
Selling and general corporate expenses		48.8			79.3			19.8		—			147.9
Interest and other financing costs		312.9			1.1			21.8		—			335.8
Expense allocation		(315.8	)		302.6			13.2		—			—
		780.2			6,011.0			2,619.6		—			9,410.8
Income (Loss) before income taxes		(23.7	)		(52.7	)		79.3		—			2.9
Provision (Benefit) for Income Taxes		(8.9	)		(17.0	)		19.2		—			(6.7	)
Equity in Net Income of Subsidiaries		24.4			—			—		(24.4	)		—
Net income (loss)	$	9.6		$	(35.7	)	$	60.1	$	(24.4	)	$	9.6

ARAMARK CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the nine months ended July 1, 2011

(in millions)

	ARAMARK Corporation			Guarantors			Non Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	67.3		$	35.6		$	(144.3	)	$	(5.1	)	$	(46.5	)
Cash flows from investing activities:
Purchases of property and equipment and client contract investments		(7.6	)		(139.0	)		(45.4	)		—			(192.0	)
Disposals of property and equipment		0.9			7.2			4.3			—			12.4
Proceeds from divestitures		—			—			7.7			—			7.7
Acquisitions of businesses, net of cash acquired		—			(156.9	)		—			—			(156.9	)
Other investing activities		0.6			(12.2	)		(1.3	)		—			(12.9	)
Net cash used in investing activities		(6.1	)		(300.9	)		(34.7	)		—			(341.7	)
Cash flows from financing activities:
Proceeds from additional long-term borrowings		214.3			0.1			29.3			—			243.7
Payment of long-term borrowings		(5.5	)		(10.0	)		(11.7	)		—			(27.2	)
Net change in funding under the Receivables Facility		—			—			210.8			—			210.8
Dividends paid to Parent Company		(132.7	)		—			—			—			(132.7	)
Net proceeds from sale of subsidiary shares to noncontrolling interest		48.4			—			—			—			48.4
Proceeds from issuance of Parent Company common stock		4.0			—			—			—			4.0
Repurchase of Parent Company common stock		(15.1	)		—			—			—			(15.1	)
Other financing activities		(7.0	)		(2.7	)		—			—			(9.7	)
Change in intercompany, net		(223.6	)		279.3			(60.8	)		5.1			—
Net cash provided by (used in) financing activities		(117.2	)		266.7			167.6			5.1			322.2
Increase (decrease) in cash and cash equivalents		(56.0	)		1.4			(11.4	)		—			(66.0	)
Cash and cash equivalents, beginning of period		79.4			33.0			48.5			—			160.9
Cash and cash equivalents, end of period	$	23.4		$	34.4		$	37.1		$	—		$	94.9

ARAMARK CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the nine months ended July 2, 2010

(in millions)

	ARAMARK Corporation			Guarantors			Non Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	103.9		$	(44.5	)	$	237.8		$	(2.0	)	$	295.2
Cash flows from investing activities:
Purchases of property and equipment and client contract investments		(9.0	)		(123.6	)		(40.2	)		—			(172.8	)
Disposals of property and equipment		1.1			16.1			3.7			—			20.9
Acquisitions of businesses, net of cash acquired		—			(6.8	)		(77.5	)		—			(84.3	)
Other investing activities		(0.8	)		1.3			(3.5	)		—			(3.0	)
Net cash used in investing activities		(8.7	)		(113.0	)		(117.5	)		—			(239.2	)
Cash flows from financing activities:
Proceeds from additional long-term borrowings		—			—			4.8			—			4.8
Payment of long-term borrowings		(158.8	)		(11.4	)		(10.4	)		—			(180.6	)
Proceeds from issuance of Parent Company common stock		2.2			—			—			—			2.2
Repurchase of Parent Company stock		(8.7	)		—			—			—			(8.7	)
Other financing activities		(10.3	)		(2.4	)		—			—			(12.7	)
Change in intercompany, net		(65.4	)		174.9			(111.5	)		2.0			—
Net cash provided by (used in) financing activities		(241.0	)		161.1			(117.1	)		2.0			(195.0	)
Increase (Decrease) in cash and cash equivalents		(145.8	)		3.6			3.2			—			(139.0	)
Cash and cash equivalents, beginning of period		156.8			26.6			41.2			—			224.6
Cash and cash equivalents, end of period	$	11.0		$	30.2		$	44.4		$	—		$	85.6