##### Table of Contents



(G&K SERVICES LOGO)
    
    UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 1, 2011
Commission file number 0-4063
 G&K SERVICES, INC.
  MINNESOTA
    
    41-0449530(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 
 (952) 912-5500
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(do not check if a smaller reporting company)
 o þ




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G&K Services, Inc.
Form 10-Q
 Table of Contents
 PAGEPART IItem 1. Financial StatementsConsolidated Condensed Balance Sheets as of
January 1, 2011 and July 3, 2010
    
    
    3Consolidated Condensed Statements of Operations for the three and six
months ended January 1, 2011 and December 26, 2009
    
    
    4Consolidated Condensed Statements of Cash Flows for the six
months ended January 1, 2011 and December 26, 2009
    
    
    5Notes to Consolidated Condensed Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    24PART IIItem 1. Legal Proceedings
    
    
    25Item 1A. Risk Factors
    
    
    25Item 6. Exhibits
    
    
    26Signatures
    
    
    27Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
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PART I
 FINANCIAL INFORMATION
 
 ITEM
1. FINANCIAL STATEMENTS
 
 CONSOLIDATED CONDENSED BALANCE SHEETS
 G&K Services, Inc. and Subsidiaries
 January 1,
    
    
    July 3,2011
    
    
    2010(In thousands)
    
    (Unaudited)ASSETSCurrent AssetsCash and cash equivalents
    
    $
    13,560
    
    
    $
    8,774Accounts receivable, less allowance for doubtful accounts of $3,761 and $3,118
    
    
    88,858
    
    
    
    82,754Inventories, net
    
    
    138,969
    
    
    
    126,325Other current assets
    
    
    17,678
    
    
    
    21,279Total current assets
    
    
    259,065
    
    
    
    239,132Property, Plant and Equipment, net
    
    
    191,145
    
    
    
    194,988Goodwill
    
    
    327,318
    
    
    
    323,055Other Assets
    
    
    57,069
    
    
    
    56,693Total assets
    
    $
    834,597
    
    
    $
    813,868LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable
    
    $
    30,346
    
    
    $
    25,944Accrued expenses
    
    
    63,797
    
    
    
    71,478Deferred income taxes
    
    
    3,808
    
    
    
    3,557Current maturities of long-term debt
    
    
    902
    
    
    
    1,023Total current liabilities
    
    
    98,853
    
    
    
    102,002Long-Term Debt, net of Current Maturities
    
    
    155,514
    
    
    
    160,398Deferred Income Taxes
    
    
    1,330
    
    
    
    1,242Accrued Income Taxes  Long Term
    
    
    10,106
    
    
    
    10,113Other Noncurrent Liabilities
    
    
    76,218
    
    
    
    73,217Stockholders EquityCommon stock, $0.50 par value
    
    
    9,343
    
    
    
    9,292Additional paid-in capital
    
    
    10,084
    
    
    
    8,009Retained earnings
    
    
    459,077
    
    
    
    444,986Accumulated other comprehensive income
    
    
    14,072
    
    
    
    4,609Total stockholders equity
    
    
    492,576
    
    
    
    466,896Total liabilities and stockholders equity
    
    $
    834,597
    
    
    $
    813,868
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CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
 G&K Services, Inc. and Subsidiaries
 For the Three Months Ended
    
    
    For the Six Months EndedJanuary 1,
    
    
    December 26,
    
    
    January 1,
    
    
    December 26,(In thousands, except per share data)
    
    2011
    
    
    2009
    
    
    2011
    
    
    2009RevenuesRental operations
    
    $
    187,089
    
    
    $
    191,313
    
    
    $
    373,459
    
    
    $
    386,979Direct sales
    
    
    17,003
    
    
    
    15,047
    
    
    
    31,022
    
    
    
    27,512Total revenues
    
    
    204,092
    
    
    
    206,360
    
    
    
    404,481
    
    
    
    414,491Operating ExpensesCost of rental operations
    
    
    127,456
    
    
    
    134,438
    
    
    
    252,459
    
    
    
    272,868Cost of direct sales
    
    
    12,852
    
    
    
    11,186
    
    
    
    23,423
    
    
    
    20,591Selling and administrative
    
    
    47,176
    
    
    
    46,458
    
    
    
    93,900
    
    
    
    96,908Total operating expenses
    
    
    187,484
    
    
    
    192,082
    
    
    
    369,782
    
    
    
    390,367Income from Operations
    
    
    16,608
    
    
    
    14,278
    
    
    
    34,699
    
    
    
    24,124Interest expense
    
    
    2,406
    
    
    
    3,689
    
    
    
    5,053
    
    
    
    7,400Income before Income Taxes
    
    
    14,202
    
    
    
    10,589
    
    
    
    29,646
    
    
    
    16,724Provision for income taxes
    
    
    5,538
    
    
    
    3,423
    
    
    
    12,003
    
    
    
    6,290Net Income
    
    $
    8,664
    
    
    $
    7,166
    
    
    $
    17,643
    
    
    $
    10,434Basic weighted average number
of shares outstanding
    
    
    18,375
    
    
    
    18,326
    
    
    
    18,332
    
    
    
    18,292Basic Earnings per Common Share
    
    $
    0.47
    
    
    $
    0.39
    
    
    $
    0.96
    
    
    $
    0.57Diluted weighted average number
of shares outstanding
    
    
    18,478
    
    
    
    18,341
    
    
    
    18,416
    
    
    
    18,322Diluted Earnings per Common Share
    
    $
    0.47
    
    
    $
    0.39
    
    
    $
    0.96
    
    
    $
    0.57Dividends per share
    
    $
    0.095
    
    
    $
    0.075
    
    
    $
    0.190
    
    
    $
    0.150
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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
 G&K Services, Inc. and Subsidiaries
 For the Six Months EndedJanuary 1,
    
    
    December 26,(In thousands)
    
    2011
    
    
    2009Operating Activities:Net income
    
    $
    17,643
    
    
    $
    10,434Adjustments to reconcile net income to net cash
provided by operating activities -Depreciation and amortization
    
    
    18,811
    
    
    
    20,356Other adjustments
    
    
    2,838
    
    
    
    (1,398
    )Changes in current operating items
    
    
    (9,826
    )
    
    
    6,774Other assets and liabilities
    
    
    (5,215
    )
    
    
    1,181Net cash provided by operating activities
    
    
    24,251
    
    
    
    37,347Investing Activities:Property, plant and equipment additions, net
    
    
    (10,776
    )
    
    
    (6,728
    )Divestitures of business assets, net
    
    
    
    
    
    
    10,457Net cash (used for)/provided by investing activities
    
    
    (10,776
    )
    
    
    3,729Financing Activities:Payments of long-term debt
    
    
    (505
    )
    
    
    (7,336
    )Payments of revolving credit facilities, net
    
    
    (4,500
    )
    
    
    (31,067
    )Cash dividends paid
    
    
    (3,551
    )
    
    
    (2,808
    )Net issuance of common stock, primarily under stock option plans
    
    
    96
    
    
    
    Purchase of common stock
    
    
    (335
    )
    
    
    (373
    )Net cash used for financing activities
    
    
    (8,795
    )
    
    
    (41,584
    )Increase/(Decrease) in Cash and Cash Equivalents
    
    
    4,680
    
    
    
    (508
    )Effect of Exchange Rates on Cash
    
    
    106
    
    
    
    163Cash and Cash Equivalents:Beginning of period
    
    
    8,774
    
    
    
    13,136End of period
    
    $
    13,560
    
    
    $
    12,791
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1.
    
    Basis of Presentation for Interim Financial Statements
 The Consolidated Condensed Financial Statements included herein, except for the July 3, 2010
balance sheet, which was derived from the audited Consolidated Financial Statements for the
fiscal year ended July 3, 2010, have been prepared by us, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. In our opinion, the
accompanying unaudited Consolidated Condensed Financial Statements contain all adjustments
(consisting of only normal recurring adjustments) necessary to present fairly our financial
position as of January 1, 2011, and the results of our operations for the three and six
months ended and our cash flows for the six months ended January 1, 2011 and December 26,
2009. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with U.S. generally accepted accounting principles have
been condensed or omitted pursuant to such rules and regulations, although we believe that
the disclosures herein are adequate to make the information presented not misleading. It is
suggested that these Consolidated Condensed Financial Statements be read in conjunction with
the Consolidated Financial Statements and the notes thereto included in our latest report on
Form 10-K.
 The results of operations for the three and six month periods ended January 1, 2011 and
December 26, 2009 are not necessarily indicative of the results to be expected for the full
year. We have evaluated subsequent events and have found none that require recognition or
disclosure.
 Critical accounting policies are defined as the most important and pervasive accounting
policies used, areas most sensitive to material changes from external factors and those that
are reflective of significant judgments and uncertainties. See Note 1 to the Consolidated
Financial Statements in our Annual Report on Form 10-K for the fiscal year ended July 3,
2010 for additional discussion of the application of these and other accounting policies.
 Inventories
 Inventories consist of new goods and rental merchandise in service. New goods are stated at
the lower of first-in, first-out (FIFO) cost or market, net of any reserve for obsolete or
excess inventory. Merchandise placed in service to support our rental operations is
amortized into cost of rental operations over the estimated useful lives of the underlying
inventory items, primarily on a straight-line basis, which results in a matching of the cost
of the merchandise with the weekly rental revenue generated by the merchandise. Estimated
lives of rental merchandise in service range from six months to three years. In
establishing estimated lives for merchandise in service, management considers historical
experience and the intended use of the merchandise.
 We review the estimated useful lives of our in-service merchandise on a periodic
basis. During the fourth quarter of 2010, we completed an analysis of certain in-service
merchandise which resulted in the estimated useful lives for the merchandise being
modified to better reflect the estimated periods in which the merchandise will remain in
service. The effect of the change in estimate in fiscal year 2010 and the first two
quarters of fiscal year 2011 was not material.
 We estimate our reserves for inventory obsolescence by periodically examining our inventory
to determine if there are indicators that carrying values exceed the net realizable value.
Experience has shown that significant indicators that could require the need for additional
inventory write-downs include the age of the inventory, anticipated demand for our products,
historical inventory usage, revenue trends and current economic conditions. We believe that
adequate reserves for inventory obsolescence have been made in the Consolidated Financial
Statements; however, in the future, product lines and customer requirements may change,
which could result in additional inventory write-downs.
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Revenue Recognition
 Our rental operations business is largely based on written service agreements whereby
we agree to pick-up soiled merchandise, launder and then deliver clean uniforms and other
related products. The service agreements generally provide for weekly billing upon
completion of the laundering process and delivery to the customer. Accordingly, we
recognize revenue from rental operations in the period in which the services are provided.
Revenue from rental operations also includes billings to customers for lost or damaged
uniforms and replacement fees for non-personalized merchandise that is lost or damaged.
Direct sale revenue is recognized in the period in which the product is shipped. Total
revenues do not include sales tax as we consider ourselves a pass-through conduit for
collecting and remitting sales taxes.
 We changed our business practices regarding the replacement of certain in-service towel and
linen inventory and accordingly, during the fourth quarter of fiscal year 2010, we modified
our revenue recognition policy related to the associated replacement fees. This revenue,
which has historically been deferred and recognized over the estimated useful life of the
associated in-service inventory, is now recognized upon billing. For the three months ended
January 1, 2011, the effect of this change increased revenue by $1.9 million, income from
operations by $1.9 million, net income by $1.1 million and basic and diluted earnings per
common share by $0.06. For the six months ended January 1, 2011, the effect of this change
increased revenue by $5.9 million, income from operations by $5.9 million, net income by
$3.7 million and basic and diluted earnings per common share by $0.20.
 2.
    
    Contingent Liabilities
 Environmental Matters
 We are currently involved in several environmental-related proceedings by certain
governmental agencies, which relate primarily to allegedly operating certain facilities in
noncompliance with required permits. In addition to these proceedings, in the normal course
of our business, we are subject to, among other things, periodic inspections by regulatory
agencies. We continue to dedicate substantial operational and financial resources to
environmental compliance, and we remain fully committed to operating in compliance with all
environmental laws and regulations. As of January 1, 2011 and July 3, 2010, we had reserves
of approximately $1.5 million and $3.2 million, respectively, related to various
environmental-related matters. There was no expense for these matters for the three and six
months ended January 1, 2011 and December 26, 2009.
 We cannot predict the ultimate outcome of any of these
matters with certainty and it
is possible that we may incur additional losses in excess of
established reserves. However, we believe the possibility of a
material adverse effect on our results of operations or financial
position is remote.
 3.
    
    Fair Value Measurements
 Generally accepted accounting principles (GAAP) defines fair value, establishes a framework
for measuring fair value and establishes disclosure requirements about fair value
measurements. Fair value is defined as the price that would be received to sell an asset or
paid to transfer a liability (an exit price) in the principal or most advantageous market
for the asset or liability in an orderly transaction between market participants on the
measurement date. We considered non-performance risk when determining fair value of our
derivative financial instruments. The fair value hierarchy prescribed under GAAP contains
the following three levels:
 Level 1 Unadjusted quoted prices that are available in active markets for the identical
assets or liabilities at the measurement date.
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Level 2 Other observable inputs available at the measurement date, other than quoted
prices included in Level 1, either directly or indirectly, including:
 
    
    Quoted prices for similar assets or liabilities in active markets;
 
    
    Quoted prices for identical or similar assets in non-active markets;
 
    
    Inputs other than quoted prices that are observable for the asset or liability; and
 
    
    Inputs that are derived principally from or corroborated by other observable market data.
 Level 3 Unobservable inputs that cannot be corroborated by observable market data and
reflect the use of significant management judgment. These values are generally determined
using pricing models for which the assumptions utilize managements estimates of market
participant assumptions.
 We have not transferred any items between fair value levels during fiscal year 2011. In
addition, we valued our level 2 assets and liabilities by reference to information provided
by independent third parties for similar assets and liabilities in active markets.
 The following table summarizes the balances of assets and liabilities measured at fair value
on a recurring basis as of January 1, 2011 and July 3, 2010:
 As of January 1, 2011Fair Value Measurements Using Inputs Considered asLevel 1
    
    
    Level 2
    
    
    TotalOther assets:Non-qualified, non-contributory retirement
plan assets
    
    $
    
    
    
    $
    10.1
    
    
    $
    10.1Non-qualified deferred compensation plan assets
    
    
    19.6
    
    
    
    
    
    
    
    19.6Total assets
    
    $
    19.6
    
    
    $
    10.1
    
    
    $
    29.7Accrued expenses:Derivative financial instruments
    
    $
    
    
    
    $
    4.0
    
    
    $
    4.0Total liabilities
    
    $
    
    
    
    $
    4.0
    
    
    $
    4.0
 As of July 3, 2010Fair Value Measurements Using Inputs Considered asLevel 1
    
    
    Level 2
    
    
    TotalOther assets:Non-qualified, non-contributory retirement
plan assets
    
    $
    
    
    
    $
    9.6
    
    
    $
    9.6Non-qualified deferred compensation plan assets
    
    
    16.9
    
    
    
    
    
    
    
    16.9Total assets
    
    $
    16.9
    
    
    $
    9.6
    
    
    $
    26.5Accrued expenses:Derivative financial instruments
    
    $
    
    
    
    $
    5.2
    
    
    $
    5.2Total liabilities
    
    $
    
    
    
    $
    5.2
    
    
    $
    5.2
 We do not have any level 3 assets or liabilities, and the fair value of cash, trade
receivables and borrowings under the various credit agreements approximates the amounts
recorded.
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4.
    
    Derivative Financial Instruments
 All derivative financial instruments are recognized at fair value and are recorded in the
Other current assets or Accrued expenses line items in the Consolidated Condensed
Balance Sheets. The accounting for changes in the fair value of a derivative financial
instrument depends on whether it has been designated and qualifies as a hedging relationship
and on the type of the hedging relationship. For those derivative financial instruments that
are designated and qualify as hedging instruments, we designate the hedging instrument
(based on the exposure being hedged) as cash flow hedges. We do not have any derivative
financial instruments that have been designated as either a fair value hedge or a hedge of a
net investment in a foreign operation. Cash flows associated with derivative financial
instruments are classified in the same category as the cash flows hedged in the Consolidated
Condensed Statements of Cash Flows.
 In the ordinary course of business, we are exposed to market risks. We utilize derivative
financial instruments to manage interest rate risk, and periodically energy cost price risk
and foreign exchange risk. Interest rate swap contracts are entered into to manage interest
rate risk associated with our fixed and variable rate debt. Futures contracts on energy
commodities are periodically entered into to manage the price risk associated with
forecasted purchases of gasoline and diesel fuel used in our rental operations. We
designate interest rate swap contracts as cash flow hedges of the interest expense related
to variable rate debt and futures contracts on energy commodities as cash flow hedges of
forecasted purchases of gasoline and diesel fuel.
 For derivative financial instruments that are designated and qualify as cash flow hedges,
the effective portion of the gain or loss on the derivative financial instrument is reported
as a component of Accumulated other comprehensive income and reclassified into the
Consolidated Condensed Statements of Operations in the same line item associated with the
forecasted transaction and in the same period as the expenses from the cash flows of the
hedged items are recognized. We perform an assessment at the inception of the hedge and on
a quarterly basis thereafter, to determine whether our derivatives are highly effective in
offsetting changes in the value of the hedged items. Any change in the fair value resulting
from hedge ineffectiveness is immediately recognized as income or expense.
 We use interest rate swap contracts to limit exposure to changes in interest rates and to
manage the total debt that is subject to variable and fixed interest rates. The interest
rate swap contracts we utilize effectively modify our exposure to interest rate risk by
converting variable rate debt to a fixed rate without an exchange of the underlying
principal amount. Approximately 74% of our outstanding variable rate debt had its interest
payments modified using interest rate swap contracts as of January 1, 2011.
 As of January 1, 2011, none of our anticipated gasoline and diesel fuel purchases for the
next twelve months are hedged.
 We do not engage in speculative transactions or fair value hedging nor do we hold or issue
financial instruments for trading purposes.
 We do not have any material assets related to derivatives as of January 1, 2011 and July 3,
2010.
 We do have liabilities associated with derivatives, and the following table summarizes the
classification and fair value of the interest rate swap agreements and fuel commodity
futures contracts, which have been designated as cash flow hedging instruments:
 Liability Derivatives Fair ValueJanuary 1,
    
    
    July 3,Relationship:
    
    Balance Sheet Classification:
    
    
    2011
    
    
    2010Interest rate swap contracts
    
    Accrued expenses
    
    $
    4.0
    
    
    $
    5.0Fuel commodity futures contracts
    
    Accrued expenses
    
    
    
    
    
    
    0.2Total derivatives designated as cash flow hedging instruments
    
    $
    4.0
    
    
    $
    5.2
 As of January 1, 2011 and July 3, 2010, all derivative financial instruments were designated
as hedging instruments.
 For our interest rate swap contracts that qualify for cash flow hedge designation, the
related gains or losses on the contracts are deferred as a component of accumulated other
comprehensive income or loss (net of related income taxes) until the interest expense on the
related debt is recognized. As the interest expense on the hedged debt is recognized, the
other comprehensive income or loss is reclassified to Interest expense. Of the $2.8
million net loss deferred in accumulated other comprehensive income as of January 1, 2011, a
$2.0 million loss is expected to be reclassified to interest expense in the next twelve
months.
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As of January 1, 2011, we had interest rate swap contracts to pay fixed rates of interest
and to receive variable rates of interest based on the three-month London Interbank Offered
Rate (LIBOR) on $95.0 million notional amount, none of which are forward starting interest
rate swap contracts. Of the $95.0 million notional amount, $45.0 million matures in 12
months, $25.0 million matures in 13-24 months and $25.0 million matures in 25-36 months.
The average rate on the $95.0 million of interest rate swap contracts was 4.0% as of January
1, 2011. These interest rate swap contracts are highly effective cash flow hedges and
accordingly, gains or losses on any ineffectiveness was not material to any period.
 The following tables summarize the amount of gain or loss recognized in accumulated other
comprehensive income or loss and the classification and amount of gains or losses
reclassified from accumulated other comprehensive income or loss into the Consolidated
Condensed Statements of Operations for the three and six months ended January 1, 2011 and
December 26, 2009 related to derivative financial instruments used in cash flow hedging
relationships:
 Amount of Gain or (Loss) Recognized in Accumulated OtherComprehensive Income (Loss)Three Months Ended
    
    
    Six Months EndedJanuary 1,
    
    
    December 26,
    
    
    January 1,
    
    
    December 26,Relationship:
    
    2011
    
    
    2009
    
    
    2011
    
    
    2009Interest rate swap contracts
    
    $
    
    
    
    $
    (0.4
    )
    
    $
    (0.5
    )
    
    $
    (1.2
    )Fuel commodity futures contracts
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    (0.1
    )Total derivatives designated as cash flow
hedging instruments
    
    $
    
    
    
    $
    (0.2
    )
    
    $
    (0.5
    )
    
    $
    (1.3
    )
 Amount of Gain or (Loss) Reclassified FromAccumulated Other Comprehensive Income (Loss) toConsolidated Statements of OperationsThree Months Ended
    
    
    Six Months EndedStatement of Operations
    
    January 1,
    
    
    December 26,
    
    
    January 1,
    
    
    December 26,Relationship:
    
    Classification:
    
    2011
    
    
    2009
    
    
    2011
    
    
    2009Interest rate swap contracts
    
    Interest expense
    
    $
    (0.7
    )
    
    $
    (1.0
    )
    
    $
    (1.4
    )
    
    $
    (1.8
    )Fuel commodity futures contracts
    
    Cost of rental operations
    
    
    
    
    
    
    
    
    
    
    (0.1
    )
    
    
    Total derivatives designated as
cash flow hedging instruments
    
    
    
    
    
    $
    (0.7
    )
    
    $
    (1.0
    )
    
    $
    (1.5
    )
    
    $
    (1.8
    )
 5.
    
    Exit, Disposal and Related Activities
 We continuously monitor our operations and related cost structure to ensure that our
resource levels are appropriate and from time to time take various actions to ensure that
these resources are utilized in the most efficient manner. These actions may consist of
facility closures, divestitures, expansions and increases or decreases in staffing levels.
 During the first quarter of fiscal year 2010, we aligned our workforce and cost structure to
better match our revenue levels. As a result, we reduced selected administrative, regional
and corporate headcount, divested an unprofitable operation and recorded approximately $1.4
million in associated severance costs in the Selling and administrative line item
in the financial statements of our
United States operating segment.
 In the second quarter of fiscal year 2010, we sold all of the customer lists and certain
assets related to our U.S. Cleanroom operations. In addition, we disposed of a non-core
linen operation at one of our production facilities. As a
result of these transactions, including the associated asset impairment charges, we
recognized a net gain of $1.2 million in the Selling and administrative line in the
Consolidated Statements of Operations.
 There were no exit, disposal or related activities in fiscal year 2011.
 6.
    
    Income Taxes
 Our effective tax rate increased to 40.5% in the first two quarters of fiscal 2011 from
37.6% in the same period of fiscal 2010. The current year tax rate is higher than our
statutory tax rate primarily due to the write-off of deferred tax assets associated with
equity compensation. In addition, the prior year tax rate was lower due to the adjustment
of deferred tax liabilities related to Canada and the enactment of a provincial tax rate
reduction, offset by the reduction of a deferred tax asset associated with equity
compensation.
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7.
    
    Per Share Data
 Basic earnings per common share was computed by dividing net income by the weighted average
number of shares of common stock outstanding during the period. Diluted earnings per common
share was computed similarly to the computation of basic earnings per share, except that the
denominator is increased for the assumed exercise of dilutive options using the treasury
stock method and non-vested restricted stock.
 Three Months Ended
    
    
    Six Months EndedJanuary 1,
    
    
    December 26,
    
    
    January 1,
    
    
    December 26,2011
    
    
    2009
    
    
    2011
    
    
    2009Weighted average number of common shares outstanding
used in computation of basic earnings per share
    
    
    18.4
    
    
    
    18.3
    
    
    
    18.3
    
    
    
    18.3Weighted average effect of non-vested restricted stock
grants and assumed exercise of options
    
    
    0.1
    
    
    
    
    
    
    
    0.1
    
    
    
    Shares used in computation of diluted earnings per share
    
    
    18.5
    
    
    
    18.3
    
    
    
    18.4
    
    
    
    18.3
 We excluded potential common shares related to our outstanding equity compensation
grants of 1.2 million and 1.9 million for the three months ended January 1, 2011 and
December 26, 2009, respectively, and 1.4 million and 2.0 million for the six months ended
January 1, 2011 and December 26, 2009, respectively, from the computation of diluted
earnings per share. Inclusion of these shares would have been anti-dilutive.
 8.
    
    Comprehensive Income
 For the three and six month periods ended January 1, 2011 and December 26, 2009, the
components of comprehensive income were as follows:
 Three Months Ended
    
    
    Six Months EndedJanuary 1,
    
    
    December 26,
    
    
    January 1,
    
    
    December 26,2011
    
    
    2009
    
    
    2011
    
    
    2009Net income
    
    $
    8.7
    
    
    $
    7.2
    
    
    $
    17.6
    
    
    $
    10.4Other comprehensive income:Foreign currency translation adjustments, net of tax
    
    
    3.3
    
    
    
    4.9
    
    
    
    8.5
    
    
    
    11.8Derivative financial instruments (loss) recognized, net of tax
    
    
    
    
    
    
    (0.2
    )
    
    
    (0.5
    )
    
    
    (1.3
    )Derivative financial instruments gain reclassified, net of tax
    
    
    0.7
    
    
    
    1.0
    
    
    
    1.5
    
    
    
    1.8Total comprehensive income
    
    $
    12.7
    
    
    $
    12.9
    
    
    $
    27.1
    
    
    $
    22.7
 9.
    
    Inventories
 The components of inventory as of January 1, 2011 and July 3, 2010 are as follows:
 January 1,
    
    
    July 3,2011
    
    
    2010Raw Materials
    
    $
    9.0
    
    
    $
    7.5Work in Process
    
    
    1.6
    
    
    
    0.5Finished Goods
    
    
    47.5
    
    
    
    49.0New Goods
    
    $
    58.1
    
    
    $
    57.0Merchandise in Service
    
    $
    80.9
    
    
    $
    69.3Total Inventories
    
    $
    139.0
    
    
    $
    126.3
  11




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##### Table of Contents



10.
    
    Goodwill and Intangible Assets
 Goodwill by segment is as follows:
 United States
    
    
    Canada
    
    
    TotalBalance as of July 3, 2010
    
    $
    259.7
    
    
    $
    63.4
    
    
    $
    323.1Foreign currency translation and other
    
    
    0.1
    
    
    
    4.1
    
    
    
    4.2Balance as of January 1, 2011
    
    $
    259.8
    
    
    $
    67.5
    
    
    $
    327.3
 Our other intangible assets, which are included in Other assets on the Consolidated
Condensed Balance Sheet, are as follows:
 January 1,
    
    
    July 3,Other Intangible Assets:
    
    2011
    
    
    2010Customer contracts
    
    $
    115.1
    
    
    $
    114.0Accumulated amortization
    
    
    (95.3
    )
    
    
    (91.7
    )Net
    
    $
    19.8
    
    
    $
    22.3Non-competition agreements
    
    $
    11.1
    
    
    $
    11.1Accumulated amortization
    
    
    (10.9
    )
    
    
    (10.8
    )Net
    
    $
    0.2
    
    
    $
    0.3
 The customer contracts include the combined value of the written service agreements and
the related customer relationship. Other intangible assets are amortized over a weighted
average life of approximately 11 years.
 Amortization expense was $2.9 million and $3.1 million for the six months ended January 1,
2011 and December 26, 2009, respectively. Estimated amortization expense for each of the
next five fiscal years based on the intangible assets as of January 1, 2011 is as follows:
 2011 remaining
    
    $
    2.72012
    
    
    5.02013
    
    
    3.82014
    
    
    2.72015
    
    
    1.92016
    
    
    1.4
 11.
    
    Long-Term Debt
 We have a $300.0 million, unsecured revolving credit facility with a syndicate of banks,
which expires on July 1, 2012. Borrowings in U.S. dollars under this credit facility will,
at our election, bear interest at (a) the adjusted London Interbank Offered Rate (LIBOR)
for specified interest periods plus a margin, which can range from 2.25% to 3.25%,
determined with reference to our consolidated leverage ratio or (b) a floating rate equal to
the greatest of (i)
JPMorgans prime rate, (ii) the federal funds rate plus 0.50% and (iii) the adjusted LIBOR
for a one month interest period plus 1.00%, plus, in each case, a margin determined with
reference to our consolidated leverage ratio. Base rate loans will, at our election, bear
interest at (i) the rate described in clause (b) above or (ii) a rate to be agreed upon by
us and JPMorgan. Borrowings in Canadian dollars under the credit facility will bear
interest at the greater of (a) the Canadian Prime Rate and (b) the LIBOR for a one month
interest period on such day (or if such day is not a business day, the immediately preceding
business day) plus 1.00%.
  12




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##### Table of Contents



As of January 1, 2011, borrowings outstanding under the revolving credit facility were $60.0
million. The unused portion of the revolver may be used for general corporate purposes,
acquisitions, share repurchases, dividends, working capital needs and to provide up to $50.0
million in letters of credit. As of January 1, 2011, letters of credit outstanding against
the revolver totaled $8.6 million and primarily relate to our property and casualty
insurance programs. No amounts have been drawn upon these letters of credit. Availability
of credit under this facility requires that we maintain compliance with certain covenants.
In addition, there are certain restricted payment limitations on dividends or other
distributions, including share repurchases. The covenants under this agreement are the most
restrictive when compared to our other credit facilities. The following table illustrates
compliance with regard to the material covenants required by the terms of this facility as
of January 1, 2011:
 Required
    
    
    ActualMaximum Leverage Ratio (Debt/EBITDA)
    
    
    3.50
    
    
    
    1.59Minimum Interest Coverage Ratio (EBITDA/Interest Expense)
    
    
    3.00
    
    
    
    9.86Minimum Net Worth
    
    $
    315.0
    
    
    $
    492.6
 Our maximum leverage ratio and minimum interest coverage ratio covenants are calculated
by adding back non-cash charges, as defined in our debt agreement.
 Advances outstanding as of January 1, 2011 bear interest at a weighted average all-in rate
of 2.55% (LIBOR plus 2.25%) for the Eurocurrency rate loans and an all-in rate of 3.25%
(Lender Prime Rate) for overnight base rate loans. We also pay a fee on the unused daily
balance of the revolving credit facility based on a leverage ratio calculated on a quarterly
basis. At January 1, 2011 this fee was 0.25% of the unused daily balance.
 We have $75.0 million of variable rate unsecured private placement notes. The notes bear
interest at 0.60% over LIBOR and are scheduled to mature on June 30, 2015. The notes do not
require principal payments until maturity. Interest payments are reset and paid on a
quarterly basis. As of January 1, 2011, the outstanding balance of the notes was $75.0
million at an all-in rate of 0.89% (LIBOR plus 0.60%).
 We maintain an accounts receivable securitization facility whereby the lender will make
loans to us on a revolving basis. On September 29, 2010, we completed the Second Amended and
Restated Loan Agreement. The primary purpose of entering into the Loan Agreement and
replacing the prior loan agreement was to (i) make conforming changes in connection with the
previously disclosed reduction of the facility limit to $40.0 million effective July 1,
2010; (ii) make available an amount not exceeding $15.0 million under the facility for the
issuance of letters of credit (subject to the aggregate $40.0 million facility limit); and
(iii) add three of our subsidiaries as parties to the related intercompany receivables sale
agreement to increase the borrowing base. Under the above stated amendment, we will now pay
interest at a rate per annum equal to a margin of 0.85%, plus the average annual interest
rate for such commercial paper. In addition, this facility is subject to customary fees for
the issuance of letters of credit and any unused portion of the facility. Under this
facility and customary with transactions of this nature, our eligible accounts receivable
are sold to a consolidated subsidiary.
 As of January 1, 2011, there was $20.0 million outstanding under this loan agreement at an
all-in interest rate of 1.16%. Additionally, $15.0 million of letters of credit were
outstanding under this facility on this date, primarily related to our property and casualty
insurance programs. The facility expires on September 26, 2012.
 See Note 4 to the Consolidated Condensed Financial Statements for details of our interest
rate swap and hedging activities related to our outstanding debt.
 12.
    
    Share-Based Compensation
 We grant share-based awards, including restricted stock and options to purchase our common
stock. Stock options are granted to employees and directors for a fixed number of shares
with an exercise price equal to the fair value of the shares at the date of grant.
Share-based compensation is recognized in the Consolidated Condensed Statements of
Operations on a straight-line basis over the requisite service period. The amortization of
share-based compensation reflects estimated forfeitures adjusted for actual forfeiture
experiences. We review our estimated forfeiture rates on an annual basis. As share-based
compensation expense is recognized, a deferred tax asset is recorded that represents an
estimate of the future tax deduction from the exercise of stock options or release of
restrictions on the restricted stock. At the time share-based awards are exercised,
cancelled, expire or restrictions lapse, we recognize adjustments to income tax expense.
Total compensation expense related to share-based awards was $0.9 million for both the three
months ended January 1, 2011 and December 26, 2009 and $2.4 million and $2.3 million for the
six months ended January 1, 2011 and December 26, 2009, respectively. The number of options
exercised and restricted stock vested since July 3, 2010, was 0.1 million shares.
  13




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##### Table of Contents



13.
    
    Employee Benefit Plans
 On December 31, 2006, we froze our pension and supplemental executive retirement plans.
 The components of net periodic pension cost for these plans for the three months ended
January 1, 2011 and December 26, 2009 are as follows:
 Supplemental ExecutivePension Plan
    
    
    Retirement PlanThree Months Ended
    
    
    Three Months EndedJanuary 1,
    
    
    December 26,
    
    
    January 1,
    
    
    December 26,2011
    
    
    2009
    
    
    2011
    
    
    2009Interest cost
    
    $
    0.9
    
    
    $
    0.9
    
    
    $
    0.1
    
    
    $
    0.2Expected return on assets
    
    
    (0.8
    )
    
    
    (0.8
    )
    
    
    
    
    
    
    Amortization
of net loss
    
    
    0.5
    
    
    
    0.3
    
    
    
    
    
    
    
    Net periodic pension cost
    
    $
    0.6
    
    
    $
    0.4
    
    
    $
    0.1
    
    
    $
    0.2
 The components of net periodic pension cost for these plans for the six months ended January
1, 2011 and December 26, 2009 are as follows:
 Supplemental ExecutivePension Plan
    
    
    Retirement PlanSix Months Ended
    
    
    Six Months EndedJanuary 1,
    
    
    December 26,
    
    
    January 1,
    
    
    December 26,2011
    
    
    2009
    
    
    2011
    
    
    2009Interest cost
    
    $
    1.9
    
    
    $
    1.8
    
    
    $
    0.3
    
    
    $
    0.4Expected return on assets
    
    
    (1.6
    )
    
    
    (1.6
    )
    
    
    
    
    
    
    Amortization
of net loss
    
    
    1.0
    
    
    
    0.6
    
    
    
    
    
    
    
    Net periodic pension cost
    
    $
    1.3
    
    
    $
    0.8
    
    
    $
    0.3
    
    
    $
    0.4
 14.
    
    Segment Information
 We have two operating segments, United States (includes the Dominican Republic and
Ireland operations) and Canada, which have been identified as components of our
organization that are reviewed by our Chief Executive Officer to determine resource
allocation and evaluate performance. Each operating segment derives revenues from the
branded work apparel and facility services industry. During the three and six months
ended January 1, 2011, and for the same periods of the prior fiscal year, no single
customer accounted for more than 2.0% of our total revenues. Substantially all of our
customers are in the United States, Canada and Ireland.
 Income from operations includes the impact of an intercompany management fee charged to
Canada, which is self-eliminated in the total income from operations below. This
intercompany management fee was approximately $2.2 million and $2.5 million for the
three months ended January 1, 2011 and December 26, 2009, respectively and $4.4 million
and $4.9 million for the six months ended January 1, 2011 and December 26, 2009,
respectively.
  14




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##### Table of Contents



We evaluate performance based on income from operations. Financial information by
segment for the three and six month periods ended January 1, 2011 and December 26, 2009
is as follows:
 UnitedFor the Three Months Ended
    
    States
    
    
    Canada
    
    
    Elimination
    
    
    TotalSecond Quarter Fiscal Year 2011:Revenues
    
    $
    168.5
    
    
    $
    35.6
    
    
    $
    
    
    
    $
    204.1Income from operations
    
    
    13.7
    
    
    
    2.9
    
    
    
    
    
    
    
    16.6Total assets
    
    
    769.2
    
    
    
    145.7
    
    
    
    (80.3
    )
    
    
    834.6Depreciation and amortization
expense
    
    
    8.1
    
    
    
    1.3
    
    
    
    
    
    
    
    9.4Second Quarter Fiscal Year 2010:Revenues
    
    $
    169.2
    
    
    $
    37.2
    
    
    $
    
    
    
    $
    206.4Income from operations
    
    
    10.2
    
    
    
    4.1
    
    
    
    
    
    
    
    14.3Total assets
    
    
    784.3
    
    
    
    148.2
    
    
    
    (89.9
    )
    
    
    842.6Depreciation and amortization
expense
    
    
    8.6
    
    
    
    1.5
    
    
    
    
    
    
    
    10.1
 UnitedFor the Six Months Ended
    
    States
    
    
    Canada
    
    
    Elimination
    
    
    TotalFiscal Year 2011:Revenues
    
    $
    335.6
    
    
    $
    68.9
    
    
    $
    
    
    
    $
    404.5Income from operations
    
    
    28.3
    
    
    
    6.4
    
    
    
    
    
    
    
    34.7Total assets
    
    
    769.2
    
    
    
    145.7
    
    
    
    (80.3
    )
    
    
    834.6Depreciation and amortization
expense
    
    
    16.3
    
    
    
    2.5
    
    
    
    
    
    
    
    18.8Fiscal Year 2010:Revenues
    
    $
    342.5
    
    
    $
    72.0
    
    
    $
    
    
    
    $
    414.5Income from operations
    
    
    18.4
    
    
    
    5.7
    
    
    
    
    
    
    
    24.1Total assets
    
    
    784.3
    
    
    
    148.2
    
    
    
    (89.9
    )
    
    
    842.6Depreciation and amortization
expense
    
    
    17.4
    
    
    
    3.0
    
    
    
    
    
    
    
    20.4
 15.
    
    Stock Repurchase
 As of January 1, 2011, we have a $175.0 million share repurchase program which was
originally authorized by our Board of Directors in May 2007. We did not repurchase any
shares under this program in fiscal year 2010 or fiscal year 2011. We have approximately
$57.9 million remaining under this authorization.
 16.
    
    Restricted Stock Unit Withholdings
 We issue restricted stock units as part of our equity incentive plans. Upon vesting, the
participant may elect to have shares withheld to pay the minimum statutory tax withholding
requirements. Although shares withheld are not issued, they are treated as common stock
repurchases in our financial statements as they reduce the number of shares that would have
been issued upon vesting.
  15




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Overview
    Critical Accounting Policies
   Inventories
     16




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Revenue Recognition
   Results of Operations
  Three Months
    
    
    Six Months
    
    
    PercentageEnded
    
    
    Ended
    
    
    ChangeThree Months
    
    
    Six MonthsJanuary 1,
    
    
    December 26,
    
    
    January 1,
    
    
    December 26,
    
    
    FY 2011
    
    
    FY 20112011
    
    
    2009
    
    
    2011
    
    
    2009
    
    
    vs. FY 2010
    
    
    vs. FY 2010Revenues:Rental operations
    
    
    91.7
    %
    
    
    92.7
    %
    
    
    92.3
    %
    
    
    93.4
    %
    
    
    (2.2
    )%
    
    
    (3.5
    )%Direct sales
    
    
    8.3
    
    
    
    7.3
    
    
    
    7.7
    
    
    
    6.6
    
    
    
    13.0
    
    
    
    12.8Total revenues
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    (1.1
    )
    
    
    (2.4
    )Expenses:Cost of rental operations
    
    
    68.1
    
    
    
    70.3
    
    
    
    67.6
    
    
    
    70.5
    
    
    
    (5.2
    )
    
    
    (7.5
    )Cost of direct sales
    
    
    75.6
    
    
    
    74.3
    
    
    
    75.5
    
    
    
    74.8
    
    
    
    14.9
    
    
    
    13.8Total cost of sales
    
    
    68.7
    
    
    
    70.6
    
    
    
    68.2
    
    
    
    70.8
    
    
    
    (3.7
    )
    
    
    (6.0
    )Selling and administrative
    
    
    23.1
    
    
    
    22.5
    
    
    
    23.2
    
    
    
    23.4
    
    
    
    1.5
    
    
    
    (3.1
    )Income from operations
    
    
    8.1
    
    
    
    6.9
    
    
    
    8.6
    
    
    
    5.8
    
    
    
    16.3
    
    
    
    43.8Interest expense
    
    
    1.2
    
    
    
    1.8
    
    
    
    1.2
    
    
    
    1.8
    
    
    
    (34.8
    )
    
    
    (31.7
    )Income before income taxes
    
    
    7.0
    
    
    
    5.1
    
    
    
    7.3
    
    
    
    4.0
    
    
    
    34.1
    
    
    
    77.3Provision for income taxes
    
    
    2.7
    
    
    
    1.7
    
    
    
    3.0
    
    
    
    1.5
    
    
    
    61.8
    
    
    
    90.8Net income
    
    
    4.2
    %
    
    
    3.5
    %
    
    
    4.4
    %
    
    
    2.5
    %
    
    
    20.9
    %
    
    
    69.1
    %
  17




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##### Table of Contents



Three months ended January 1, 2011 compared to three months ended December 26, 2009
 Revenues
   Cost of Rental
 Cost of Direct Sales
 Selling and Administrative
 Interest Expense
 Provision for Income Taxes
  18




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##### Table of Contents



Six months ended January 1, 2011 compared to six months ended December 26, 2009
 Revenues
   Cost of Rental.
 Cost of Direct Sales.
 Selling and Administrative
 Interest Expense
 Provision for Income Taxes
 Liquidity, Capital Resources and Financial Condition
   Operating Activities.
  19




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##### Table of Contents



Investing Activities.
 Financing Activities.
   Required
    
    
    ActualMaximum Leverage Ratio (Debt/EBITDA)
    
    
    3.50
    
    
    
    1.59Minimum Interest Coverage Ratio (EBITDA/Interest Expense)
    
    
    3.00
    
    
    
    9.86Minimum Net Worth
    
    $
    315.0
    
    
    $
    492.6
      20




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##### Table of Contents



Cash Obligations.
  Off Balance Sheet Arrangements
  Pension Obligations
      21




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##### Table of Contents



Union Pension Plans
     Exit, Disposal and Related Activities
     Litigation
  Environmental Matters
    22




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##### Table of Contents



Share-Based Compensation
  Cautionary Statements Regarding Forward-Looking Statements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
 Interest Rate Risk
    23




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##### Table of Contents



Energy Cost Risk
    Foreign Currency Exchange Risk
  
 ITEM 4. CONTROLS AND PROCEDURES
  Form 10-Q
  24




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##### Table of Contents



PART II
OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
     
 ITEM 1A. RISK FACTORS
  Risks associated with the suppliers from whom our products are sourced, and the cost of those
products, could adversely affect our operating results.
   25




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##### Table of Contents



ITEM 6. EXHIBITS
  10.1
    
    
    Restated Equity Incentive Plan (2010) (incorporated herein by reference to the
Registrants Form S-8 filed December 8, 2010).31.1
    
    
    Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule
13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
    
    
    Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule
13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1
    
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  26




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G&K SERVICES, INC.
(Registrant)Date: February 4, 2011
    By:
    /s/ Jeffrey L. WrightJeffrey L. WrightExecutive Vice President, Chief Financial
Officer and Director
(Principal Financial Officer)By:
    /s/ Thomas J. DietzThomas J. DietzVice President and Controller
(Principal Accounting Officer)  27