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8-K/A - ARAMARK CORPORATION -- FORM 8-K/A AMENDMENT NO.1 - ARAMARK CORPd8ka.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - ARAMARK CORPdex231.htm
EX-99.2 - UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION - ARAMARK CORPdex992.htm

Exhibit 99.1

Subsidiaries of ARAMARK Ireland Holdings Limited and ARAMARK Investments Limited

Non-statutory combined financial statements

10 month period ended 31 October 2009

 

Contents    Page

Independent auditor’s report

   2

Statement of accounting policies

   3

Profit and loss account

   6

Statement of total recognised gains and losses

   7

Balance sheet

   8

Cash flow statement

   9

Notes forming part of the combined financial statements

   10


Independent Auditor’s Report

To the directors of ARAMARK Ireland Holdings Limited and ARAMARK Investments Limited

We have audited the accompanying combined balance sheet of the subsidiaries of ARAMARK Ireland Holdings Limited and ARAMARK Investments Limited (as defined in note 1 therein) as at October 31, 2009 and the related Profit and Loss account, Statement of Total Recognised Gains and Losses and Cash Flow Statement for the 10 month period then ended. These combined financial statements are the responsibility of the Directors. Our responsibility is to express an opinion thereon, based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement. An audit includes consideration of internal controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall combined financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the companies as of October 31, 2009 and the results of their operations and cash flows for the 10 month period then ended in conformity with Financial Reporting Standards as issued by the Accounting Standards Board, and as promulgated by Chartered Accountants Ireland (Irish GAAP).

 

/s/ KPMG
Dublin, Ireland
January 13, 2010

 

2


Group of certain ARAMARK subsidiaries

Statement of accounting policies

for the period ended 31 October 2009

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Group’s non-statutory combined financial statements.

Basis of preparation

The non-statutory combined financial statements are prepared in euro in accordance with generally accepted accounting principles in Ireland under the historical cost convention and comply with financial reporting standards of the Accounting Standards Board, as promulgated by Chartered Accountants Ireland.

The Group non-statutory combined financial statements combine the financial statements of the entities listed in note 1 as at 31 October 2009, as set out in that note.

Turnover

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business, net of discounts and value added tax. Turnover comprises fees for building consultancy, property management fees, and commissions on other services provided. Turnover is recognised as services are provided.

Turnover is accrued for services provided by the accounting date but not invoiced and deferred if services are invoiced but not fully provided by the accounting date. Turnover on long term projects and on-going management is spread over the period in which the services are being provided.

Where the Group acts as principal in the provision of these services, turnover is recognised together with a corresponding cost of sale. Where the Group acts as agent in the provision of these services, the turnover recognised amounts to the net fee earned.

Foreign currencies

Transactions denominated in foreign currencies are recorded in a company’s functional currency at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the rates of exchange prevailing at that date. Any gains or losses arising from a change in exchange rates subsequent to the date of the transaction are dealt with in the profit and loss account.

For the purposes of the combination, the closing rate/ net investment method is used, under which translation gains or losses are included in the profit and loss reserve.

 

3


Group of certain ARAMARK subsidiaries

Statement of accounting policies (continued)

for the period ended 31 October 2009

 

Taxation

Current tax is provided on the group’s taxable profits, at amounts expected to be paid using the tax rates and laws that have been enacted or substantially enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. Provision is made at the rates expected to apply when the timing differences reverse. Timing differences are differences between the group’s taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in taxable profits in periods different from those in which they are recognised in the financial statements.

A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Leases

Tangible fixed assets acquired under finance leases are included in the balance sheet at their equivalent capital value and are depreciated over the shorter of the lease term and their useful lives. The interest element of these obligations is charged to the profit and loss account over the relevant period. The capital element of the future payments is treated as a liability.

Rental payments under operating leases are charged to the profit and loss account on a straight line basis over the lease term.

Pensions

Group companies operate a defined benefit pension scheme and multiple defined contribution schemes. The assets of each scheme are held separately from those of the company in independently administered funds. The amount charged against profits for the defined contribution schemes represent the contributions payable in respect of the financial year.

For the defined benefit scheme, the amount charged to operating profit is the cost of accruing pension benefits promised to employees over the year plus any benefit improvements granted to members by the company during the year. Other finance charges/income in the profit and loss account include a credit equivalent to the company’s expected return on the pension scheme’s assets over the year, offset by a charge equal to the expected increase in the scheme’s liabilities over the year. The difference between the market value of the scheme’s assets and the present value of the scheme’s liabilities is disclosed as an asset/liability on the balance sheet, net of deferred tax (to the extent that it is recoverable). Any difference between the expected return on assets and that actually achieved, and any changes in the liabilities over the year due to changes in assumptions or experience within the scheme, are recognised in the statement of total recognised gains and losses.

Pension scheme assets are measured using market values. For quoted securities the current bid price is taken as market value. Pension scheme liabilities are measured using a projected unit method and discounted at the current rate of return on a high quality corporate bond of equivalent term and currency to the liability.

 

4


Group of certain ARAMARK subsidiaries

Statement of accounting policies (continued)

for the period ended 31 October 2009

 

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and provision for impairment. Depreciation is calculated to write off the cost of tangible fixed assets on a straight line basis over their expected useful lives using the following rates:

 

Fixtures and fittings

   10

Computer equipment

   33

Motor vehicles

   20

Intangible assets

Intangible fixed assets are stated at cost less accumulated amortisation and provision for impairment.

Amortisation is calculated to write off the cost of intangible fixed assets on a straight line basis over their expected useful lives using the following rates:

 

Computer software

   10

Financial fixed assets

Investments in subsidiaries are shown at cost less provision for impairment.

Client monies

Certain companies in the Group have operational control over client monies to facilitate the provision of property services. These monies belong to clients. These monies are not recognised on the balance sheet but the amount thereof is disclosed in a note to the non-statutory combined financial statements.

 

5


Group of certain ARAMARK subsidiaries

Profit and loss account

for the period ended 31 October 2009

 

     Notes   

10 month
period ended
31 October
2009

 

Turnover - continuing operations

      50,736,641   

Cost of sales

      (38,038,524
         

Gross profit

      12,698,117   

Selling, general and administrative expenses

      (10,269,410
         

Operating profit - continuing operations

      2,428,707   

Gain on disposal of tangible fixed assets

      2,028   
         

Profit on ordinary activities before interest

      2,430,735   

Interest receivable and similar income

   2    81,581   

Interest payable and similar charges

   3    (808,990
         

Profit on ordinary activities before taxation

      1,703,326   

Tax on profit on ordinary activities

   4    (306,197
         

Profit for the financial period

      1,397,129   
         

 

6


Group of certain ARAMARK subsidiaries

 

Statement of total recognised gains and losses

for the period ended 31 October 2009

 

     Notes   

10 month
period ended
31 October
2009

 

Profit for the financial period

      1,397,129   

Actual gain on post employment pension schemes

   14    550,000   

Related deferred tax liability

      (65,125

Currency translation differences

      155,396   
         

Total recognised gains for the financial period

   12    2,037,400   
         

 

7


Group of certain ARAMARK subsidiaries

 

Balance sheet

as at 31 October 2009

 

     Notes   

31 October
2009

 

Fixed assets

     

Intangible assets

   5    9,275   

Tangible assets

   6    674,180   

Financial assets

   7    14,044,689   
         
      14,728,144   
         

Current assets

     

Stocks

   8    261,790   

Debtors

   9    11,878,572   

Cash at bank and in hand

      6,005,149   
         
      18,145,511   

Creditors: amounts falling due within one year

   10    (14,405,901
         

Net current assets

      3,739,610   
         

Total assets less current liabilities

      18,467,754   

Creditors: amounts falling due after more than one year

   10    (44,288
         

Net assets before post employment liabilities

      18,423,466   

Post employment liabilities (net of deferred taxation)

   14    (678,125
         

Net assets

      17,745,341   
         

Capital and reserves

     

Called up share capital

   11    337,023   

Capital conversion reserve fund

      308   

Share premium

      216,585   

Capital contribution

   11    9,618,477   

Profit and loss account

   12    7,572,948   
         

Shareholders’ funds

   12    17,745,341   
         

 

8


Group of certain ARAMARK subsidiaries

 

Cash flow statement

for the period ended 31 October 2009

 

     Notes   

10 month
period ended
31 October
2009

 

Net cash inflow from operating activities

   13    1,742,640   

Returns on investments and servicing of finance

   13    (675,593

Capital expenditure and financial investment

   13    (61,708

Taxation

      (613,507
         

Net cash inflow before financing

      391,832   

Financing

   13    (947,950
         

Decrease in cash

      (556,118

Cash at bank and in hand, start of period

      6,561,267   
         

Cash at bank and in hand, end of period

      6,005,149   
         

 

9


Group of certain ARAMARK subsidiaries

Notes forming part of the combined financial statements

 

1 Basis of preparation, ownership and operations

Background, ownership and operations

Up to 30 October 2009, the various entities listed below were wholly owned subsidiaries of Veris plc, a listed Irish entity. Effective 30 October 2009, the entities were acquired by ARAMARK Corporation, via two intermediate holding companies : (i) ARAMARK Ireland Holdings Limited, which acquired the Irish-registered companies, and (ii) ARAMARK Investments Limited, which acquired the UK-registered companies. The acquired companies, which are primarily involved in the provision of property management and facilities management services in Ireland and the UK, are as follows:

 

Name    Activity
Registered in Ireland   

Irish Estates (Management) Limited

   Property management

Irish Estates (Facilities Management) Limited

   Facilities management

Vector Workplace and Facility Management Limited

   Facilities management

Spokesoft Technologies Limited

   Software development

Glenrye Properties Services Limited

   Property management

Premier Management Company (Dublin) Limited

   Property management
Registered in the UK   

Veris UK Limited

   Investment holding

Orange Environmental Building Services Limited

   Facilities management

Orange Support Services Limited

   Facilities management

Vector Environmental Services Limited

   Environmental and process engineering consultancy

Prior to the disposal of its subsidiaries, Veris plc undertook a number of restructuring steps, all of which have been reflected in the financial statements for the 10 month period ended 31 October 2009, as follows:

 

   

Contributed capital to Veris UK Limited to enable it to discharge bank loans in the amount of €9.6 million.

 

   

Charged management charges to certain of the subsidiaries being disposed of.

 

   

Made tax group relief elections between certain of the subsidiaries being disposed of.

 

   

Paid a non-cash dividend to Veris plc from one of the subsidiaries being disposed of.

 

   

Cleared all intragroup balances between Veris plc and the subsidiaries being disposed of.

 

10


Group of certain ARAMARK subsidiaries

Notes (continued)

 

1 Basis of preparation, ownership and operations (continued)

 

Basis of preparation

These non-statutory combined financial statements have been prepared in order to facilitate reporting by ARAMARK Corporation in the U.S. The principles which have been followed in their preparation are as follows:

 

   

Generally Accepted Accounting Principles in Ireland (“Irish GAAP”) have been followed, as summarised in the Statement of Accounting Policies.

 

   

While all of the entities are now, ultimately, subsidiaries of ARAMARK Corporation, the entities together do not form a group for consolidation purposes, and consolidated financial statements were historically prepared only at the Veris plc level. Accordingly, these financial statements have been prepared on a combined basis. All balance sheet captions and other equity balances have been aggregated.

 

   

As these are special purpose financial statements, comparative information has not been included.

 

   

The results and balance sheets of sterling denominated entities have been translated at average and period rates respectively, both of which were €1 = Stg£0.90.

 

11


Group of certain ARAMARK subsidiaries

Notes (continued)

 

2 Interest receivable and similar income

 

    

10 month
period ended
31 October
2009

 

Bank interest received

   140,581   

Other finance income

   109,000   

Interest on post employment scheme liabilities

   (168,000
      
   81,581   
      

 

3 Interest payable and similar charges

 

    

10 month
period ended
31 October
2009

 

Interest payable on bank overdraft

   402   

Interest on bank loans, repayable within five years

   803,202   

Finance lease interest

   12,570   

Foreign exchange gains, net

   (7,184
      
   808,990   
      

 

12


Group of certain ARAMARK subsidiaries

Notes (continued)

 

4 Tax on profit on ordinary activities

 

    

10 month

period ended
31 October
2009

Corporation tax at 12.5%

   276,746

Underprovision in prior period

   17,836
    
   294,582

Deferred tax

   11,615
    
   306,197
    

The effective rate of Irish corporation tax assessed for the year is different from the standard rate of corporation tax. The differences are explained below:

 

    

10 month

period ended

31 October

2009

 

Profit on ordinary activities before taxation

   1,703,326   
      

Profit on ordinary activities at corporation tax rate in Ireland of 12.5%

   212,916   

Effects of:

  

Capital allowances less than depreciation

   10,356   

Expenses allowable for tax purposes

   (7,475

Income tax at higher rate

   6,664   

Income tax withheld

   (12,720

Losses not utilised in the period

   3,957   

Group relief surrendered

   29,039   

Other differences

   34,009   

Adjustment in respect of previous periods

   17,836   
      

Total current tax

   294,582   
      

 

13


Group of certain ARAMARK subsidiaries

Notes (continued)

 

5 Intangible assets - software

 

    

31 October
2009

Cost

  

At beginning of period

   111,411

Additions

   —  
    

At end of period

   111,411
    

Amortisation

  

At beginning of period

   93,410

Amortisation in period

   8,726
    

At end of period

   102,136
    

Net book value

   9,275
    

 

14


Group of certain ARAMARK subsidiaries

Notes (continued)

 

6 Tangible fixed assets

 

Group   

Fixtures

and fittings

   

Computer

equipment

   

Motor

vehicles

   

Total

 

Cost

        

At beginning of period

   1,228,134      643,956      1,063,295      2,935,385   

Additions

   12,383      13,740      44,070      70,193   

Disposals

   (9,730   (8,500   (27,954   (46,184

Translation adjustment

   —        —        25,327      25,327   
                        

At end of period

   1,230,787      649,196      1,104,738      2,984,721   
                        

Depreciation

        

At beginning of period

   997,105      555,295      553,212      2,105,612   

Charge for period

   51,554      44,804      144,416      240,774   

Disposals

   (9,730   (8,028   (21,969   (39,727

Translation adjustment

   —        —        3,882      3,882   
                        

At end of period

   1,038,929      592,071      679,541      2,310,541   
                        

Net book value

        

At 31 October 2009

   191,858      57,125      425,197      674,180   
                        

 

7 Financial fixed assets – Investments in subsidiaries

 

    

31 October

2009

Balance, start of period

   13,270,572

Currency translation difference

   774,117
    

Balance, end of period

   14,044,689
    

One of the group companies, Veris UK Limited, was not required to prepare consolidated financial statements for it and its subsidiaries (Orange Environmental Building Services Limited and Orange Support Services Limited) as it availed of the exemption provided by the preparation by Veris plc of consolidated financial statements. Accordingly its investment in subsidiaries is shown at cost.

 

15


Group of certain ARAMARK subsidiaries

Notes (continued)

 

8 Stocks

 

    

31 October

2009

Work in progress

   45,343

Consumables

   216,447
    
   261,790
    

The replacement cost of stocks at 31 October 2009 did not differ significantly from the amounts shown above.

 

9 Debtors

 

    

31 October

2009

Amounts falling due within one year

  

Trade debtors

   9,785,086

Prepayments

   1,479,057

VAT receivable

   296,585

Other debtors and accrued income

   271,791

Deferred tax asset (i)

   46,053
    
   11,878,572
    

(i)     The movement on the deferred tax asset was as follows:

 

At beginning of period

   57,668   

Charge for the period

   (11,615
      

At end of period

   46,053   
      

 

16


Group of certain ARAMARK subsidiaries

Notes (continued)

 

10 Creditors

Amounts falling due within one year

 

    

31 October
2009

Trade creditors

   8,954,180

Deferred income

   2,122,791

PAYE/PRSI

   440,239

Corporation tax

   185,234

VAT payable

   277,701

Accruals and other creditors

   2,357,326

Finance lease obligations

   68,430
    
   14,405,901
    

Amounts falling due after more than one year

 

    

31 October
2009

Finance lease obligations

   44,288
    

 

11 Capital and reserves

As set out in Note 1, the share capital, capital conversion reserve fund and share premium balances have been arrived at by aggregating those balances in each of the subsidiary entities, except that the share capital of a company owned by another group company has been eliminated.

During the 10 month period ended 31 October 2009, Veris plc contributed €9.6 million in capital to Veris UK Limited (Note 1).

The profit and loss account balance represents the aggregation of the profit and loss account balances of each of the subsidiary entities.

 

17


Group of certain ARAMARK subsidiaries

Notes (continued)

 

12 Reconciliation of movement on profit and loss account and shareholders’ funds

 

    

Profit and

loss account

   

Shareholders’

funds

 
    

 

10 month

period ended

31 October

2009

   

 

10 month

period ended

31 October

2009

 

Balance, beginning of period

   6,532,352      7,086,268   

Total recognised gains and losses for the financial period

   2,037,400      2,037,400   

Capital contribution from Veris plc

   —        9,618,477   

Non-cash distribution (i)

   (996,804   (996,804
            

Balance, end of period

   7,572,948      17,745,341   
            

(i)     During the period, a non-cash dividend was paid to the then parent entity, Veris plc.

        

 

13 Notes to the cash flow statement

 

(a) Reconciliation of operating profit to operating cash flows

 

    

10 month
period ended

31 October

2009

 

Operating profit

   2,430,735   

Depreciation of tangible fixed assets

   240,774   

Amortisation of intangible fixed assets

   8,726   

Profit on disposal of fixed assets

   (2,028

Movement in stocks

   (98,687

Movement in debtors

   4,277,019   

Movement in creditors

   (5,292,513

Foreign exchange movements

   178,614   
      

Net cash inflow from operating activities

   1,742,640   
      

 

18


Group of certain ARAMARK subsidiaries

Notes (continued)

 

13 Notes to the cash flow statement (continued)

 

         

10 month
period ended
31 October
2009

 

(b)

  

Analysis of cash flows

  
  

Returns on investments and servicing of finance

  
  

Interest paid

   (803,604
  

Interest received

   140,581   
  

Interest element of finance lease payments

   (12,570
         
  

Net cash outflow

   (675,593
         
  

Capital expenditure and financial investment

  
  

Purchase of tangible fixed assets

   (70,193
  

Sale of tangible fixed assets

   8,485   
         
  

Net cash outflow

   (61,708
         
  

Financing

  
  

Repayment of bank loans

   (10,480,712
  

Capital contribution from Veris plc

   9,618,477   
  

Capital element of finance lease payments

   (85,715
         
  

Net cash outflow

   (947,950
         

 

19


Group of certain ARAMARK subsidiaries

Notes (continued)

 

14 Pension information

Up to 31 December 2008 pensions for employees were funded through two defined benefit pension schemes and multiple defined contribution schemes. One of the defined benefit schemes, the Irish Estates (Management) Retirement Benefits Plan, was wound up with effect from 31 December 2008. The assets of the scheme were assumed by the other defined benefit scheme, the Irish Estates Pension Scheme, from that date. The wind up and transfer of assets and liabilities had no impact on the financial statements as there was no change in the benefits under the schemes and the two schemes had already been treated as a single entity for the purposes of Financial Reporting Standard No. 17 (FRS 17), Retirement Benefits.

The charge for the period in respect of the defined contribution schemes represents contributions payable by the group to the schemes and amounted to €27,501. There were outstanding contributions of €2,290 at the balance sheet date.

In relation to the defined benefit scheme, valuations are carried out every three years by independent actuarial consultants. The latest actuarial valuation of the scheme was carried out at 1 January 2009. The actuarial reports are available for inspection by members of the scheme and are not available for public inspection.

The group accounts for its defined benefit scheme in accordance with FRS 17. The valuations of the defined benefit scheme used for the purposes of FRS 17 disclosures have been based on the most recent actuarial valuations as identified and updated by the independent actuaries to take account of the requirements of FRS 17 in order to assess the liabilities as at 31 October 2009. The valuations have been performed using the projected unit method. Scheme assets are stated at their market value at the balance sheet date.

The main assumptions used by the actuary at 31 October 2009 were as follows:

 

     2009  

Rate of increase in pensionable salaries

   3.00

Discount rate applied to scheme liabilities

   5.75

Inflation rate

   1.50

Expected return on plan assets at beginning of period

   6.17

 

20


Group of certain ARAMARK subsidiaries

Notes (continued)

 

14 Pension information (continued)

 

The deficit in the scheme is as follows:

 

    

2009

 

Present value of funded defined benefit obligations

   (3,392,000

Fair value of plan assets

   2,617,000   
      

Deficit in the schemes

   (775,000

Related deferred tax asset

   96,875   
      

Net pension (liability) recognised in the balance sheet

   (678,125
      

Movement in present value of defined benefit obligation

  
    

2009

€’000

 

At 1 January

   3,425   

Current service cost

   48   

Interest cost

   168   

Actuarial (gains)

   (280

Benefits paid

   (2

Contributions by members

   33   
      

At 31 October

   3,392   
      

 

21


Group of certain ARAMARK subsidiaries

Notes (continued)

 

14 Pension information (continued)

 

Movements in fair value of plan assets

 

     2009
€’000
 

At 1 January

   2,129   

Expected return on plan assets

   109   

Actuarial gains

   270   

Contributions by employer

   78   

Contributions by members

   33   

Benefits paid

   (2
      

At 31 October

   2,617   
      

The fair value of the plan assets and the return on those assets were as follows:

 

     2009
Fair value
€’000

Equities

   1,588

Fixed interest

   950

Property

   79
    

Total plan assets

   2,617
    

Actual return on plan assets

   379
    

 

22


Group of certain ARAMARK subsidiaries

Notes (continued)

 

14 Pension information (continued)

 

The following are the amounts that have been included in the profit and loss account:

 

     2009
€’000
 

Included in payroll costs

  

Current service costs

   48   
      

Net operating profit charge

   48   
      

Included in finance costs

  

Expected return on plan assets

   (109

Interest on pension scheme liabilities

   168   
      

Net finance cost

   59   
      

The following actuarial gains and losses have been recognised directly in equity:

 

    

2009

€’000

 

Cumulative loss at 1 January

   (569

Gains recognised during the period

   550   
      

Cumulative loss at 31 October

   (19
      

 

23


Group of certain ARAMARK subsidiaries

Notes (continued)

 

14 Pension information (continued)

 

History of plans

Balance sheet

 

     31 Oct
2009
€’000
    31 Dec
2008
€’000
    31 Dec
2007
€’000
    31 Dec
2006
€’000
    31 Dec
2005
€’000
 

Present value of scheme liabilities

   (3,392   (3,425   (3,515   (3,813   (3,450

Fair value of scheme assets

   2,617      2,129      3,248      3,250      2,741   
                              

(Deficit)

   (775   (1,296   (267   (563   (709
                              
Experience adjustments           
     31 Oct
2009
€’000/%
    31 Dec
2008
€’000/%
    31 Dec
2007
€’000/%
    31 Dec
2006
€’000/%
    31 Dec
2005
€’000/%
 

Experience adjustments on scheme liabilities

   74      85      (152   (13   (51

as a percentage of scheme liabilities

   2.2   2.5   4.3   0.3   1.5
                              

Experience adjustments on scheme assets

   270      (1,310   (307   166      287   

As a percentage of scheme assets

   10.3   (61.5 %)    (9.5 %)    5.1   10.5
                              

The group expects to contribute approximately €60,000 to its defined benefit plan in the next financial year.

 

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Group of certain ARAMARK subsidiaries

Notes (continued)

 

15 Operating leases

Annual commitments under non-cancellable operating leases are as follows:

 

     2009
Land,
Buildings
& Other

Leases expiring:

  

After one year

   21,292

Between two and five years

   101,898
    
   123,190
    

 

16 Client monies

In addition to the cash balance disclosed on the balance sheet, the following monies, held on behalf of customers and clients, were held in designated accounts and were not recognised on the balance sheet:

 

    

2009

Client monies

   18,151,218
    

 

17 Summary of certain significant Irish GAAP/US GAAP differences

The significant differences between Irish GAAP and Generally Accepted Accounting Principles in the United States of America (“US GAAP”) that are of relevance to these financial statements are as follows:

 

  - Presentation of assets—Certain combined companies have operational control over common area maintenance funds received in advance from clients to fund the management of property services. These funds are not recognised on the balance sheet under Irish GAAP but represent assets and liabilities under US GAAP.

 

  - Acquisition accounting—Under Irish GAAP, the acquisition of certain UK subsidiaries acquired by the immediate parent, Veris UK Limited, is recorded on the books of the ultimate parent company, Veris plc, and is reflected as a single unconsolidated “Investment in financial assets” caption in the financial statements of Veris UK Limited. Under US GAAP, accounting for acquisitions would have been “pushed down” to, or reflected on the books of the immediate parent, Veris UK Limited when those subsidiaries were acquired in 2007. This would have resulted in the recording of goodwill, customer-related intangible assets and a related deferred tax liability. The customer-related intangible assets would have been depreciated in equal annual instalments over their estimated useful life of 10 years.

 

  - Deferred taxes—Under Irish GAAP, deferred taxes are recorded in respect of timing differences between the recognition of items for tax and accounting purposes, subject to certain exceptions and to the extent that realization of a gain or loss is probable, as described in the note on accounting policies in the financial statements. Under US GAAP, deferred taxes are accounted for in full on all temporary differences using the liability method. A valuation allowance is established in respect of those deferred tax assets where it is more likely than not that some portion will remain unrealised.

There are no other Irish GAAP/US GAAP differences that have a significant effect on these financial statements.

 

18 Approval of financial statements

The directors of ARAMARK Ireland Holdings Limited and ARAMARK Investments Limited approved these financial statements on 13 January 2010.

*******

 

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