<PAGE>
Form 11-K
Annual Report
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997
Commission File Number
0-23198
Interim Services Inc.
401(k) Benefit Plan
Interim Services Inc.
2050 Spectrum Boulevard
Ft. Lauderdale, FL 33309
Financial Statements and Exhibits
(a) Financial Statements. Filed as part of this Report on Form 11-K are
the financial statements of the Interim Services Inc. 401(k) Benefit
Plan as required by Form 11-K, together with the report thereon of
Deloitte & Touche LLP independent certified public accountants, dated
June 24, 1998.
<PAGE>
INTERIM SERVICES INC.
401(k) BENEFIT PLAN
Statements of Net Assets Available for Benefits
as of December 31, 1997 and 1996, and the
Related Statements of Changes in Net Assets
Available for Benefits for the Years then Ended,
Additional Information Required for Form 5500
for the Year Ended December 31, 1997 and
Independent Auditors' Report
F-1
<PAGE>
INTERIM SERVICES INC.
401(k) BENEFIT PLAN
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
PAGE
INDEPENDENT AUDITORS' REPORT F-3
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1997 AND 1996
AND FOR THE YEARS THEN ENDED:
Statements of Net Assets Available for Benefits F-4
Statements of Changes in Net Assets Available for Benefits F-5
Notes to Financial Statements F-6 - F-9
ADDITIONAL INFORMATION REQUIRED FOR FORM 5500
FOR THE YEAR ENDED DECEMBER 31, 1997:
Item 27a - Supplemental Schedule of Assets Held for Investment Purposes F-10
Item 27d - Schedule of Reportable Transactions F-11
Note: Certain supplemental schedules required by rules and regulations of
the Department of Labor are omitted because of the absence of conditions
under which they are required.
F-2
<PAGE>
INDEPENDENT AUDITORS' REPORT
Administrative Committee
Interim Services Inc.
401(k) Benefit Plan
Fort Lauderdale, Florida:
We have audited the accompanying statements of net assets available for
benefits of Interim Services Inc. 401(k) Benefit Plan (the "Plan") as of
December 31, 1997 and 1996, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of
December 31, 1997 and 1996, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental
schedules of (1) assets held for investment purposes as of December 31, 1997,
and (2) reportable transactions for the year ended December 31, 1997 are
presented for the purpose of additional analysis and are not a required part
of the basic financial statements, but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. These
schedules are the responsibility of the Plan's management. Such schedules
have been subjected to the auditing procedures applied in our audit of the
basic 1997 financial statements and, in our opinion, are fairly stated in all
material respects when considered in relation to the basic financial
statements taken as a whole.
June 24, 1998
F-3
<PAGE>
INTERIM SERVICES INC.
401(k) BENEFIT PLAN
<TABLE>
<CAPTION>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
- -----------------------------------------------------------------------------------------
ASSETS 1997 1996
<S> <C> <C>
INVESTMENTS, FAIR VALUE:
SHARES OF REGISTERED INVESTMENT COMPANIES:
Windsor Fund (0 and 352,178 shares as
of December 31, 1997 and 1996, respectively) $ 5,842,639
Wellesley Income Fund (0 and 117,493 shares
as of December 31, 1997 and 1996, respectively) 2,409,788
Vanguard Money Market Reserves - Prime Portfolio
(0 and 2,324,241 shares as of December 31, 1997
and 1996, respectively) 2,324,241
Franklin Growth Fund (408,466 and 0 shares as of
December 31, 1997 and 1996, respectively) $ 11,065,339
MFS Research Fund A (133,731 and 0 shares as of
December 31, 1997 and 1996, respectively) 2,847,137
Masterworks LifePath 2040 (37,114 and 0 shares as of
December 31, 1997 and 1996, respectively) 642,450
Masterworks LifePath 2030 (32,780 and 0 shares as of
December 31, 1997 and 1996, respectively) 532,014
Masterworks LifePath 2020 (351,442 and 0 shares as of
December 31, 1997 and 1996, respectively) 5,208,364
Masterworks LifePath 2010 (27,733 and 0 shares as of
December 31, 1997 and 1996, respectively) 368,851
Strong Government Securities Fund (150,612 and 0
shares as of December 31, 1997 and 1996, respectively) 1,619,077
Warburg Pincus International Equity Fund (59,116 and 0 shares
as of December 31, 1997 and 1996, respectively) 1,005,559
Invesco Stable Value Fund (5,101,715 and 0 shares as of
December 31, 1997 and 1996, respectively) 5,101,715
Interim Unitized Fund (131,032 and 0 shares as of
December 31, 1997 and 1996, respectively) 1,823,962
------------ ------------
Total registered investment company stocks 30,214,468 10,576,668
------------ ------------
STOCK FUND:
Interim Services Inc. common stock (0 and 143,844
shares as of December 31, 1997 and 1996, respectively) 1,086,023
PARTICIPANT LOANS RECEIVABLE 504,113 46,691
------------ ------------
Total investments 30,718,581 11,709,382
------------ ------------
RECEIVABLES:
Employer's contributions 27,810
Participant's contributions 139,908
Other receivables 1,725
------------
169,443
------------
NET ASSETS AVAILABLE FOR BENEFITS $ 30,718,581 $ 11,878,825
------------ ------------
------------ ------------
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
INTERIM SERVICES INC.
401(k) BENEFIT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1997 AND 1996
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
ADDITIONS:
<S> <C> <C>
Employee contributions $ 7,781,467 $ 1,975,659
Employer contributions 846,622 684,542
Employee rollovers 8,759,964 913,714
Dividend income 642,381 555,522
Interest income 111,435 294,449
Net appreciation in fair value of investments 4,438,058 576,011
----------- -----------
Total additions 22,579,927 4,999,897
----------- -----------
DEDUCTIONS:
Savings plan distributions (3,683,491) (1,438,666)
Asset management fee (56,680) (80)
----------- -----------
Total deductions (3,740,171) (1,438,746)
----------- -----------
NET INCREASE 18,839,756 3,561,151
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 11,878,825 8,317,674
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $30,718,581 $11,878,825
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE>
INTERIM SERVICES INC.
401(k) BENEFIT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
- -------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements of the Interim Services
Inc. 401(k) Benefit Plan (the "Plan") have been prepared on the accrual
basis of accounting.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures. Actual results could differ from those estimates.
INVESTMENTS - Investments are stated at fair value, determined using
quoted market prices. Net appreciation or depreciation in fair value of
investments is determined by using the beginning of the year values or
purchase price if acquired during the year. Participant loans
receivable bear a prime interest rate and are collectible over a period
not to exceed five years.
FORFEITED ACCOUNTS - At December 31, 1997 and 1996, forfeited nonvested
accounts totaled $216,301 and $86,469, respectively. Effective April 1,
1997, forfeitures are retained in the Plan to be used to offset future
employer contributions.
DISCLOSURE REGARDING FINANCIAL INSTRUMENTS - The carrying amounts of
employer contributions and employee contributions receivable approximate
fair value due to the relatively short maturity of the respective
instruments. Investments are stated at fair value, determined using
quoted market prices. The carrying amount of participant loans
approximate fair value because the interest rates on these instruments
change with market interest rates.
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan sponsored by Interim Services
Inc. ("Interim"). Effective April 1, 1997, non-highly compensated
employees are eligible for participation under the Plan after completing
90 days of service (previously 1,000 hours of service was required).
Employees' compensation reduction contributions (made on a pre-tax basis,
equal to not less than 1 percent nor more than 15 percent of an
employee's compensation) and actual earnings thereon are fully vested and
nonforfeitable. Prior to April 1, 1997, employee contributions were
limited to 2 percent to 10 percent of pre-tax compensation. Under the
previous plan provisions, employer contributions vested on a graduated
scale from 2 to 6 years of service, becoming 100% vested at the end of
six years or upon death, permanent disability or retirement at age 65.
Subsequent to April 1, 1997, employer contributions (at present equal up
to 25 percent, with the possibility of an additional and discretionary 25
percent paid upon approval by the Board of Directors, of the sum of an
employee's compensation reduction on the first 6 percent for the plan
year) vest on a graduated scale from 1 to 5 years of service and become
100% vested at the end of five years or upon death, permanent disability
or retirement at age 65. Effective January 1, 1992, employee after-tax
contributions may no longer be made to the Plan. Any such contributions
made prior to such date are fully vested and nonforfeitable. Plan
earnings are allocated to individual accounts based on the participant's
beginning balance as a percentage of the Plan's total beginning balance.
Loans are limited to the lesser of $50,000 or 50% of the participant's
vested account balance.
F-6
<PAGE>
Plan participants who leave Interim as a result of termination, retirement
or permanent disability may elect to receive their entire vested account in
a lump-sum, a rollover into another qualified plan, or if the balance
exceeds $3,500, the participant may retain their vested balance in the
Plan. Previously, these amounts were paid in one lump-sum. Contributions
will remain in the Plan and continue to earn interest based on the
Investment Fund of the participant's choice until their entitlement is
withdrawn or rolled over into another qualified plan. Participants of
certain plans, which were merged into the Plan on April 1, 1997, may
receive annuity payouts.
Although Interim has not expressed any intent to do so, it has the right to
discontinue its contributions at any time and to terminate the Plan subject
to the provisions set forth in the Plan and under ERISA. In the event that
the Plan should be terminated, all Plan assets shall be allocated to the
participants as described in the full text of the Plan. Effective April 1,
1997, administrative expenses are charged to Plan participant accounts.
The following investment funds represent the available options which the
participants may elect to use:
FRANKLIN GROWTH FUND - A capital appreciation fund investing in stocks
of large established companies.
MSF RESEARCH FUND A - A long-term growth and income fund investing in
stocks of medium-sized companies.
THE MASTERWORKS LIFEPATH FUNDS - Balanced funds that seek total returns
for participants who will retire around the years 2010, 2020, 2030 and
2040, investing in stocks, bonds and money markets.
STRONG GOVERNMENT SECURITIES FUND - Current income funds investing in
Government bonds.
WARBURG PINCUS INTERNATIONAL EQUITY FUND - Long-term capital growth fund
investing primarily in stocks of foreign companies.
INTERIM UNITIZED FUND - Invests primarily in the common stock of Interim
Services Inc. with a small portion maintained in a money market trust.
INVESCO STABLE VALUE FUND - A current income fund designed to preserve
principal value investing in a variety of insurance contracts.
Prior to April 1, 1997, the following funds were available for use by
participants:
WINDSOR FUND - A growth and income fund investing in equity securities.
WELLESLEY INCOME FUND - A balanced fund invested in fixed income and
equity securities.
VANGUARD MONEY MARKET RESERVES - PRIME PORTFOLIO - A pooled separate
account consisting of commercial paper.
INTERIM SERVICES INC. COMMON STOCK - Funds are invested in common stock
of Interim Services Inc.
Participants should refer to the plan agreement for a more complete
description of the Plan's provisions.
F-7
<PAGE>
3. BY FUND INFORMATION
Net additions (deductions) to net assets available for benefits for the
year ended December 31, 1997 by fund are as follows:
<TABLE>
<CAPTION>
Wellesley Vanguard Interim
Windsor Income Money Common
Fund Fund Market Stock
ADDITIONS:
<S> <C> <C> <C> <C>
Contributions $ 222,412 $ 91,348 $ 64,139 $ 87,191
Dividend income
Interest income 52,023 29,337
Net appreciation 207,727 (66,483) 99,114
---------- ---------- ---------- ----------
Total additions 430,139 76,888 93,476 186,305
---------- ---------- ---------- ----------
DEDUCTIONS:
Distributions (469,613) (146,594) (182,344) (59,301)
Administrative expenses
---------- ---------- ---------- ----------
Total deductions (469,613) (146,594) (182,344) (59,301)
---------- ---------- ---------- ----------
TRANSFERS:
Transfers out (5,947,286) (2,396,005) (2,334,692) (1,260,213)
Transfers in 66,554 20,478 74,040 16,034
---------- ---------- ---------- -----------
Total transfers (5,880,732) (2,375,527) (2,260,652) (1,244,179)
---------- ---------- ---------- ----------
NET INCREASE (DECREASE) (5,920,206) (2,445,233) (2,349,520) (1,117,175)
NET ASSETS AVAILABLE,
BEGINNING OF YEAR 5,920,206 2,445,233 2,349,520 1,117,175
---------- ---------- ---------- -----------
NET ASSETS AVAILABLE
END OF YEAR $ - 0 - $ - 0 - $ - 0 - $ - 0 -
--------- --------- --------- ----------
Federated Franklin MFS Masterworks
Automated Growth Research LifePath
CMT Fund Fund A 2040
ADDITIONS:
Contributions $2,059,374 $1,422,923 $ 391,202
Dividend income $ 1,133 187,290 706 2,821
Interest income
Net appreciation 2,030,306 367,492 50,876
---------- ---------- ---------- -----------
Total additions 1,133 4,276,970 1,791,121 444,899
---------- ---------- ---------- ----------
DEDUCTIONS:
Distributions (1,074,189) (143,144) (14,328)
Administrative expenses (19,215) (5,895) (1,358)
---------- ---------- ---------- ----------
Total deductions (1,093,404) (149,039) (15,686)
---------- ---------- ---------- ----------
TRANSFERS:
Transfers out (1,069) (3,872,866) (34,298) (6,891)
Transfers in (64) 11,754,639 1,239,353 220,128
---------- ---------- ---------- ----------
Total transfers (1,133) 7,881,773 1,205,055 213,237
---------- ---------- ---------- ---------
NET INCREASE (DECREASE) 11,065,339 2,847,137 642,450
NET ASSETS AVAILABLE,
BEGINNING OF YEAR
---------- ---------- ---------- ----------
NET ASSETS AVAILABLE
END OF YEAR $ -0- $11,065,339 $ 2,847,137 $ 642,450
----------- ----------- ---------- ----------
Masterworks Masterworks Masterworks Strong
LifePath LifePath LifePath Govt
2030 2020 2010 Security
ADDITIONS:
Contributions $ 473,962 $ 683,822 $ 338,475 $ 407,103
Dividend income 4,786 102,237 5,877 59,191
Interest income
Net appreciation 27,237 1,052,163 17,110 55,956
---------- ---------- ---------- ----------
Total additions 505,985 1,838,222 361,462 522,250
---------- ---------- ---------- ----------
DEDUCTIONS:
Distributions (12,730) (642,420) (8,759) (80,309)
Administrative expenses (1,385) (8,751) (858) (2,725)
---------- ---------- ---------- ----------
Total deductions (14,115) (651,171) (9,617) (83,034)
---------- ---------- ---------- ---------
TRANSFERS:
Transfers out (3,278) (1,548,278) (1,946) (12,270)
Transfers in 43,422 5,569,591 18,952 1,192,131
---------- ---------- ---------- ----------
Total transfers 40,144 4,021,313 17,006 1,179,861
---------- ---------- ---------- ----------
NET INCREASE (DECREASE) 532,014 5,208,364 368,851 1,619,077
NET ASSETS AVAILABLE,
BEGINNING OF YEAR
---------- ---------- ---------- ----------
NET ASSETS AVAILABLE
END OF YEAR $ 532,014 $5,208,364 $ 368,851 $1,619,077
---------- ---------- ---------- ----------
</TABLE>
<TABLE>
<CAPTION>
Warburg Invesco Interim Participant
Pincus Int'l Stable Value Utilized Loans
Equity Fund Fund Receivable Total
ADDITIONS:
<S> <C> <C> <C> <C> <C>
Contributions $ 583,095 $1,013,641 $ 789,402 $ 8,628,089
Dividend income 14,588 262,932 820 642,381
Interest income 40 $ 30,035 111,435
Net appreciation (91,534) 688,094 4,438,058
---------- ---------- ---------- ---------- -----------
Total additions 506,149 1,276,613 1,478,316 30,035 13,819,963
---------- ---------- ---------- ---------- -----------
DEDUCTIONS:
Distributions (63,241) (674,543) (103,826) (8,150) (3,683,491)
Administrative expenses (2,487) (8,906) (5,100) (56,680)
---------- ---------- ---------- ---------- -----------
Total deductions (65,728) (683,449) (108,926) (8,150) (3,740,171)
---------- ---------- ---------- ---------- -----------
TRANSFERS:
Transfers out (63,470) (1,428,638) (632,828) (400,802) (19,944,830)
Transfers in 628,608 5,937,189 1,087,400 836,339 28,704,794
---------- ---------- ---------- ----------- -----------
Total transfers 565,138 4,508,551 454,572 435,537 8,759,964
---------- ---------- ---------- ---------- -----------
NET INCREASE (DECREASE) 1,005,559 5,101,715 1,823,962 457,422 18,839,756
NET ASSETS AVAILABLE,
BEGINNING OF YEAR 46,691 11,878,825
---------- ---------- ---------- ----------- -----------
NET ASSETS AVAILABLE
END OF YEAR $1,005,559 $5,101,715 $1,823,962 $504,113 $30,718,581
---------- ---------- ---------- -------- -----------
</TABLE>
F-8
<PAGE>
4. PLAN COMMITTEES AND TRUSTEE
The Plan provides for selection of an Administrative Committee, a Plan
Administrator and a Trustee by the Board of Directors of Interim. The
Administrative Committee is responsible for the general administration of
the Plan, the interpretation of its provisions and is responsible for the
reporting and disclosure requirements under ERISA. The Plan Administrator,
Aon Consulting, maintains the Plan's books and records. The Trustee of the
Plan is the Investors' Fiduciary Trust Company.
5. PLAN TAX STATUS
The Plan obtained a letter dated July 23, 1996 in which the Internal
Revenue Service stated that the Plan, as then designed, was in compliance
with the applicable sections of the Internal Revenue Code ("IRC"). The
Plan Administrator believes that the Plan is currently designed and is
being operated in compliance with the applicable requirements of the IRC.
Accordingly, no provision for income taxes has been included in these
financial statements.
* * * * * *
F-9
<PAGE>
INTERIM SERVICES INC.
401(k) BENEFIT PLAN
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FAIR
DESCRIPTION SHARES COST VALUE
<S> <C> <C> <C>
SHARES OF REGISTERED
INVESTMENT COMPANIES:
*Franklin Growth Fund 408,466 $9,849,036 $11,065,339
*MFS Research Fund A 133,731 2,729,485 2,847,137
*MasterWorks LifePath 2040 37,114 654,683 642,450
*MasterWorks LifePath 2030 32,780 529,809 532,014
*MasterWorks LifePath 2020 351,442 4,661,810 5,208,364
*MasterWorks LifePath 2010 27,733 374,625 368,851
*Strong Government
Securities Fund 150,612 1,574,290 1,619,077
*Warburg Pincus
International Equity 59,116 1,245,164 1,005,559
*Invesco Stable Value
Fund 5,101,715 5,101,715 5,101,715
*Interim Unitized Fund 131,032 1,450,275 1,823,962
---------- -----------
Total registered investment company stocks $28,170,892 $30,214,468
----------- -----------
----------- -----------
*PARTICIPANT LOANS RECEIVABLE $ 504,113 $ 504,113
----------- -----------
----------- -----------
</TABLE>
Note: Collateral is not applicable as loans represent use of participant's own
funds. Defaults are subject to applicable tax and penalties by the
Internal Revenue Service. Participant loans receivable are due at
various maturity dates and bear interest at the prime rate.
* Party-in-interest
F-10
<PAGE>
INTERIM SERVICES INC.
401(k) BENEFIT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Series of transactions, when aggregated, exceeding five percent of beginning net assets available for benefits:
CURRENT
VALUE ON
NUMBER OF PURCHASES TRANSACTION SALES SALES NET GAIN
DESCRIPTION OF ASSETS PURCHASES SALES AT COST DATE PROCEEDS AT COST (LOSS)
<S> <C> <C> <C> <C> <C> <C> <C>
Windsor Fund* 25 $6,416,899 $6,416,899 $5,507,744 $909,155
Wellesley Income Fund* 25 2,542,599 2,542,599 2,460,384 82,215
Vanguard Money Market Reserves -
Prime Portfolio* 23 2,531,037 2,531,037 2,531,037
Interim Common Stock* 24 1,319,515 1,319,515 1,187,664 131,850
Franklin Growth Fund* 175 $14,255,835 14,255,835
147 5,127,231 5,127,231 4,406,800 720,432
MFS Research Fund A* 201 3,199,612 3,199,612
81 595,591 595,591 470,127 125,464
Masterworks LifePath Fund 2040* 173 1,102,521 1,102,521
Masterworks LifePath Fund 2030* 160 610,858 610,858
Masterworks LifePath Fund 2020* 154 6,563,054 6,563,054
125 2,231,878 2,231,878 1,901,244 330,634
Strong Government Securities Fund* 167 1,916,826 1,916,826
Warburg Pincus International Equity Fund* 168 1,522,919 1,522,919
Invesco Stable Value Fund* 191 8,158,450 8,158,450
111 3,056,736 3,056,736 3,056,736
Interim Unitized Fund* 171 2,129,092 2,129,092
109 993,224 993,224 678,817 314,407
*Party-in-interest
</TABLE>
F-11
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee has duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.
Interim Services Inc.
401(k) Benefit Plan
/s/ J. B. Smith
----------------------
By: /s/ J. B. Smith
SECRETARY, ADMINISTRATIVE COMMITTEE
