Aramark
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(Exact name of registrant as specified in its charter)
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Delaware
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20-8236097
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Aramark Tower
1101 Market Street
Philadelphia, Pennsylvania
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19107
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on which Registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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x
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Smaller reporting company
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o
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TABLE OF CONTENTS
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Reportable Segments:
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FSS North America
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FSS International
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Uniform
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FY 2014 Sales
(a)
:
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$
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10,232.8
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$
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3,111.2
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$
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1,488.9
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FY 2014 Operating Income
(a)
:
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$
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501.3
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$
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106.2
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$
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172.1
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Services:
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Food, hospitality and facilities
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Food, hospitality and facilities
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Rental, sale, cleaning, maintenance, direct marketing and delivery of personalized uniform apparel and other items
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Sectors:
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Business and industry, sports, leisure and corrections, education and healthcare
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Business and industry, sports, leisure and corrections, healthcare and education
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Business, public institutions, manufacturing, transportation and service industries
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Sector
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Types of Clients
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Food Services
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Facilities Services
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Education
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Colleges and universities
Public school districts and systems
Private schools
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Dining services
Catering
Food service management
Retail operations
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Facilities management
Custodial services
Grounds
Energy management
Construction management
Capital project management
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Healthcare
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Hospitals
Nursing homes
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Food and nutrition services
Retail operations
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Clinical equipment maintenance
Environmental services
Laundry and linen distribution
Plant operations
Energy management
Strategic and technical services
Supply chain management
Purchasing
Central transportation
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Business & Industry
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Office parks and buildings
Manufacturing plants
Corporate cafeterias
Mining operations
Oil & Gas drilling operations
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Dining services
On-site restaurants
Catering
Convenience stores
Executive dining rooms
Coffee and vending
Drinking water filtration
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Housekeeping management
Plant operations/maintenance
Energy management
Groundskeeping
Landscaping
Transportation
Capital program management
Commissioning services
Building operations consulting
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Sports, Leisure and Corrections
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Professional and collegiate stadiums and arenas
Concert venues
National and state parks
Convention and civic centers
Correctional facilities
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Concessions
Banquet and catering
Retail and merchandise sales
Food and nutrition services
Premium and restaurant
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Recreational and lodging services
Commissary services
Laundry and linen management
Property room management
Housekeeping management
Facility management
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•
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quality and breadth of services and management talent;
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•
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service innovation;
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•
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reputation within the industry;
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•
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pricing; and
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•
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financial strength and stability.
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•
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establishing corporate identity and brand awareness;
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•
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projecting a professional image:
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•
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protecting workers—work clothes can help protect workers from difficult environments such as heavy soils, heat, flame or chemicals; and
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•
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protecting products—uniforms can help protect products against contamination in the food, pharmaceutical, electronics, health care and automotive industries.
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•
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the service of food and alcoholic beverages;
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•
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collection of sales and other taxes;
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•
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minimum wage, overtime, wage payment and employment discrimination;
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•
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immigration;
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•
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governmentally funded entitlement programs and cost and accounting principles;
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•
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false claims, whistleblowers and consumer protection;
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•
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environmental protection;
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•
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food, safety, sanitation, labeling and human health and safety;
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•
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customs, import and export control laws;
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•
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the Foreign Corrupt Practices Act, the U.K. Bribery Act and other anti-corruption laws;
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•
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antitrust, competition, procurement and lobbying;
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•
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minority, women and disadvantaged business enterprise statutes;
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•
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federal motor carrier safety; and
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•
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privacy and client data security.
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•
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exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our senior secured credit facilities and our receivables facility, are at variable rates of interest;
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•
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making it more difficult for us to make payments on our indebtedness;
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•
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increasing our vulnerability to general economic and industry conditions;
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•
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requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;
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•
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restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
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•
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limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and
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•
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limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged.
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•
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incur additional indebtedness, refinance or restructure indebtedness or issue certain preferred shares;
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•
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pay dividends on, repurchase or make distributions in respect of our capital stock, make unscheduled payments on our notes, repurchase or redeem our notes or make other restricted payments;
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make certain investments;
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sell certain assets;
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•
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create liens;
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•
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consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and
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enter into certain transactions with our affiliates.
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quarterly variations in our results of operations;
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results of operations that vary from the expectations of securities analysts and investors;
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results of operations that vary from those of our competitors;
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•
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changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
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announcements by us, our competitors or our vendors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments;
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announcements by third parties of significant claims or proceedings against us;
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future sales of our common stock;
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general domestic and international economic conditions; and
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•
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unexpected and sudden changes in senior management.
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the ability of our board of directors to issue one or more series of preferred stock;
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advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings;
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certain limitations on convening special stockholder meetings;
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•
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the removal of directors only upon the affirmative vote of the holders of at least 75% in voting power of all the then-outstanding common stock of the company entitled to vote thereon, voting together as a single class, if the Controlling Owners and their affiliates beneficially own, in the aggregate, less than a majority in voting power of the common stock of the Company entitled to vote generally in the election of directors; and
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•
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that certain provisions may be amended only by the affirmative vote of the holders of at least 75% in voting power of all the then-outstanding common stock of the company entitled to vote thereon, voting together as a single class, if the Controlling Owners and their affiliates beneficially own, in the aggregate, less than 50% in voting power of the common stock of the Company entitled to vote generally in the election of directors.
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•
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the requirement that a majority of the board of directors consist of “independent directors” as defined under the rules of the NYSE;
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•
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the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;
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the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
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•
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the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees.
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Calendar Period
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High
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Low
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Cash
Dividend
Declared
Per Share
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||||||
Quarter ended December 27, 2013 (from December 12, 2013)
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$
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26.22
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$
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22.70
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$
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—
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Quarter ended March 28, 2014
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$
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29.89
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$
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23.64
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$
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0.075
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Quarter ended June 27, 2014
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$
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28.92
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$
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25.38
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$
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0.075
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Quarter ended October 3, 2014
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$
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27.40
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$
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25.88
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$
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0.075
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(dollars in millions, except per share
amounts)
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Fiscal Year Ended on or near
September 30
(1)
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2014
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2013
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2012
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2011
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2010
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Income Statement Data:
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Sales
|
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$
|
14,832.9
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|
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$
|
13,945.7
|
|
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$
|
13,505.4
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$
|
13,082.4
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$
|
12,419.1
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Depreciation and amortization
|
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521.6
|
|
|
542.1
|
|
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529.2
|
|
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510.5
|
|
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502.9
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|||||
Operating income
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564.6
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|
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514.4
|
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581.8
|
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547.1
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|
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477.5
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|||||
Interest and other financing costs, net
|
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334.9
|
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423.8
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456.8
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451.1
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444.5
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|||||
Income from continuing operations
(2)
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149.5
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71.4
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106.9
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96.7
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32.3
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|||||
Net income
(2)
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149.5
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|
70.4
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107.2
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85.0
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30.7
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Net income attributable to Aramark stockholders
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149.0
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69.4
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103.6
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83.8
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30.7
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Basic earnings per share attributable to Aramark stockholders
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$0.66
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$0.34
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$0.51
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$0.41
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$0.15
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Diluted earnings per share attributable to Aramark stockholders
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$0.63
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$0.33
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$0.49
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$0.40
|
|
|
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$0.15
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Cash dividends per common share
(3)
|
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$0.23
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—
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—
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$3.50
|
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—
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Ratio of earnings to fixed charges
(4)
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1.5x
|
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1.2x
|
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1.2x
|
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1.1x
|
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1.0x
|
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|||||
Balance Sheet Data (at period end):
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Total assets
(5)
|
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$
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10,455.7
|
|
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$
|
10,267.1
|
|
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$
|
10,487.4
|
|
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$
|
10,523.1
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|
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$
|
10,221.9
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Long-term borrowings
(5)(6)(7)
|
|
5,355.8
|
|
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5,758.2
|
|
|
5,971.3
|
|
|
6,183.1
|
|
|
5,350.2
|
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|||||
Stockholders' Equity
(3)(7)
|
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1,718.0
|
|
|
903.7
|
|
|
966.9
|
|
|
882.5
|
|
|
1,397.0
|
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(1)
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Our fiscal year ends on the Friday nearest to September 30th. Fiscal years 2014, 2013, 2012, 2011 and 2010 refer to the fiscal years ended October 3, 2014, September 27, 2013, September 28, 2012, September 30, 2011 and October 1, 2010, respectively. Fiscal 2014 is a 53-week year. All other periods presented are 52-week years.
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(2)
|
On September 30, 2011, the Company completed the sale of its wholly-owned subsidiary, Galls, for approximately $75.0 million in cash. The transaction resulted in a pretax loss of approximately $1.5 million (after-tax loss of approximately $12.0 million). Galls’ results of operations have been removed from the Company’s results of continuing operations for all periods presented, where applicable.
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(3)
|
During fiscal 2014, the Company paid cash dividends totaling
$52.2 million
($0.075 per share during the second, third and fourth quarters of fiscal 2014). During fiscal 2011, the Company paid a dividend of approximately $711 million to its stockholders. On October 29, 2012, the Company completed the spin-off of its majority interest in Seamless North America, LLC, an online and mobile food ordering service, to its stockholders in the form of a dividend. Each stockholder received one share of the common stock of Seamless Holdings, a newly formed company created to hold the Company's former interest in Seamless North America, LLC, for each share of its common stock held as of the record date.
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(4)
|
For the purpose of determining the ratio of earnings to fixed charges, earnings include pre-tax income from continuing operations plus fixed charges (excluding capitalized interest). Fixed charges consist of interest on all indebtedness (including capitalized interest) plus that portion of operating lease rentals representative of the interest factor (deemed to be one-third of operating lease rentals).
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(5)
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In the first quarter of fiscal 2011, the Company adopted the new authoritative accounting guidance regarding transfers of financial assets. The impact upon adoption resulted in the recognition of both the receivables securitized under the program and the borrowings they collateralize on the Consolidated Balance Sheet, which led to a $220.9 million increase in “Receivables” and “Long-Term Borrowings.”
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(6)
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During fiscal 2011, the Company completed a private placement of $600 million, net of a 1% discount, in aggregate principal amount of 8.625% / 9.375% Senior Notes due 2016. During fiscal 2013, the Company completed a refinancing, repurchasing Aramark Services, Inc.’s outstanding 8.50% Senior Notes due 2015 and Senior Floating Rate Notes due 2015 and the Company's 8.625% / 9.375% Senior Notes due 2016. The Company refinanced that debt with new term loan borrowings under its senior secured credit facilities and the issuance of its 5.75% Senior Notes due 2020.
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(7)
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On December 17, 2013, the Company completed its initial public offering ("IPO") of 28,000,000 shares of its common stock at a price of $20.00 per share, raising approximately $524.1 million, net of costs directly related to the IPO. The Company used the net proceeds to repay borrowings of approximately $154.1 million on the senior secured revolving credit facility that were borrowed during the first quarter of fiscal 2014 and $370.0 million on the senior secured term loan facility.
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•
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Food and Support Services North America ("FSS North America") - Food, refreshment, specialized dietary and supports services, including facility maintenance and housekeeping, provided to business, educational and healthcare institutions and in sports, leisure and other facilities serving the general public in the United States and Canada.
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•
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Food and Support Services International ("FSS International") - Food, refreshment, specialized dietary and support services, including facility maintenance and housekeeping, provided to business, educational and healthcare institutions and in sports, leisure and other facilities serving the general public. We have operations in
20
countries outside FSS North America. Our largest international operations are in the United Kingdom, Germany, Chile, and Ireland, and in each of these countries we are one of the leading food service providers. We also have operations in emerging market countries, such as South America, China and Mexico, and we own 50% of AIM Services Co., Ltd., a leader in providing food services in Japan.
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•
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Uniform and Career Apparel ("Uniform") - Rental, sale, cleaning, maintenance and delivery of personalized uniforms and other textile items on a contract basis and direct marketing of personalized uniforms and accessories to clients in a wide range of industries in the United States, Puerto Rico, Japan and Canada, including manufacturing, transportation, construction, restaurants and hotels, healthcare and pharmaceutical industries. We supply garments, other textile and paper products and other accessories through rental and direct purchase programs to businesses, public institutions and individuals.
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Fiscal Year Ended
|
|||||||||||||||||||
|
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October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
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Sales by Segment
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||
FSS North America
|
|
$
|
10,232.8
|
|
|
69
|
%
|
|
$
|
9,594.2
|
|
|
69
|
%
|
|
$
|
9,347.9
|
|
|
69
|
%
|
FSS International
|
|
3,111.2
|
|
|
21
|
%
|
|
2,940.2
|
|
|
21
|
%
|
|
2,794.8
|
|
|
21
|
%
|
|||
Uniform
|
|
1,488.9
|
|
|
10
|
%
|
|
1,411.3
|
|
|
10
|
%
|
|
1,362.7
|
|
|
10
|
%
|
|||
|
|
$
|
14,832.9
|
|
|
100
|
%
|
|
$
|
13,945.7
|
|
|
100
|
%
|
|
$
|
13,505.4
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Fiscal Year Ended
|
|||||||||||||||||||
|
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
|||||||||||||||
Operating Income by Segment
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||
FSS North America
|
|
$
|
501.3
|
|
|
89
|
%
|
|
$
|
403.2
|
|
|
78
|
%
|
|
$
|
424.9
|
|
|
73
|
%
|
FSS International
|
|
106.2
|
|
|
19
|
%
|
|
68.1
|
|
|
13
|
%
|
|
90.6
|
|
|
16
|
%
|
|||
Uniform
|
|
172.1
|
|
|
30
|
%
|
|
117.3
|
|
|
23
|
%
|
|
118.1
|
|
|
20
|
%
|
|||
|
|
779.6
|
|
|
138
|
%
|
|
588.6
|
|
|
114
|
%
|
|
633.6
|
|
|
109
|
%
|
|||
Corporate
|
|
(215.0
|
)
|
|
-38
|
%
|
|
(74.2
|
)
|
|
-14
|
%
|
|
(51.8
|
)
|
|
-9
|
%
|
|||
|
|
$
|
564.6
|
|
|
100
|
%
|
|
$
|
514.4
|
|
|
100
|
%
|
|
$
|
581.8
|
|
|
100
|
%
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
Sales by Segment
|
|
October 3, 2014
|
|
September 27, 2013
|
|
$
|
|
%
|
|||||||
|
|
||||||||||||||
FSS North America
|
|
$
|
10,232.8
|
|
|
$
|
9,594.2
|
|
|
$
|
638.6
|
|
|
7
|
%
|
FSS International
|
|
3,111.2
|
|
|
2,940.2
|
|
|
171.0
|
|
|
6
|
%
|
|||
Uniform
|
|
1,488.9
|
|
|
1,411.3
|
|
|
77.6
|
|
|
5
|
%
|
|||
|
|
$
|
14,832.9
|
|
|
$
|
13,945.7
|
|
|
$
|
887.2
|
|
|
6
|
%
|
|
|
|
|||||||||||||
|
|
Fiscal Year Ended
|
|
|
|||||||||||
Operating Income by Segment
|
|
October 3, 2014
|
|
September 27, 2013
|
|
$
|
|
%
|
|||||||
|
|
||||||||||||||
FSS North America
|
|
$
|
501.3
|
|
|
$
|
403.2
|
|
|
$
|
98.1
|
|
|
24
|
%
|
FSS International
|
|
106.2
|
|
|
68.1
|
|
|
38.1
|
|
|
56
|
%
|
|||
Uniform
|
|
172.1
|
|
|
117.3
|
|
|
54.8
|
|
|
47
|
%
|
|||
Corporate
|
|
(215.0
|
)
|
|
(74.2
|
)
|
|
(140.8
|
)
|
|
190
|
%
|
|||
|
|
$
|
564.6
|
|
|
$
|
514.4
|
|
|
$
|
50.2
|
|
|
10
|
%
|
|
|
Fiscal Year Ended
|
|||||||
|
|
October 3, 2014
|
|
September 27, 2013
|
|||||
Business & Industry
|
|
$
|
2,264.4
|
|
|
$
|
2,216.1
|
|
|
Education
|
|
3,744.6
|
|
|
3,385.5
|
|
|||
Healthcare
|
|
2,011.1
|
|
|
1,982.5
|
|
|||
Sports, Leisure and Corrections
|
|
2,212.7
|
|
|
2,010.1
|
|
|||
|
|
$
|
10,232.8
|
|
|
$
|
9,594.2
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
||||||||||
Sales by Segment
|
|
September 27, 2013
|
|
September 28, 2012
|
|
$
|
|
%
|
||||||||
FSS North America
|
|
$
|
9,594.2
|
|
|
$
|
9,347.9
|
|
|
$
|
246.3
|
|
|
3
|
%
|
|
FSS International
|
|
2,940.2
|
|
|
2,794.8
|
|
|
145.4
|
|
|
5
|
%
|
||||
Uniform
|
|
1,411.3
|
|
|
1,362.7
|
|
|
48.6
|
|
|
4
|
%
|
||||
|
|
$
|
13,945.7
|
|
|
$
|
13,505.4
|
|
|
$
|
440.3
|
|
|
3
|
%
|
|
|
Fiscal Year Ended
|
|
|
|
|
||||||||||
Operating Income by Segment
|
|
September 27, 2013
|
|
September 28, 2012
|
|
$
|
|
%
|
||||||||
FSS North America
|
|
$
|
403.2
|
|
|
$
|
424.9
|
|
|
$
|
(21.7
|
)
|
|
-5
|
%
|
|
FSS International
|
|
68.1
|
|
|
90.6
|
|
|
(22.5
|
)
|
|
-25
|
%
|
||||
Uniform
|
|
117.3
|
|
|
118.1
|
|
|
(0.8
|
)
|
|
-1
|
%
|
||||
Corporate
|
|
(74.2
|
)
|
|
(51.8
|
)
|
|
(22.4
|
)
|
|
43
|
%
|
||||
|
|
$
|
514.4
|
|
|
$
|
581.8
|
|
|
$
|
(67.4
|
)
|
|
-12
|
%
|
|
|
Fiscal Year Ended
|
|||||||
|
|
September 27, 2013
|
|
September 28, 2012
|
|||||
Business & Industry
|
|
$
|
2,216.1
|
|
|
$
|
2,250.1
|
|
|
Education
|
|
3,385.5
|
|
|
3,217.9
|
|
|||
Healthcare
|
|
1,982.5
|
|
|
1,941.6
|
|
|||
Sports, Leisure and Corrections
|
|
2,010.1
|
|
|
1,938.3
|
|
|||
|
|
$
|
9,594.2
|
|
|
$
|
9,347.9
|
|
|
Fiscal Year Ended
|
||||||||||
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||
Net cash provided by operating activities
|
$
|
398.2
|
|
|
$
|
695.9
|
|
|
$
|
691.8
|
|
Net cash used in investing activities
|
(505.2
|
)
|
|
(385.4
|
)
|
|
(481.6
|
)
|
|||
Net cash provided by (used in) financing activities
|
107.8
|
|
|
(336.3
|
)
|
|
(286.8
|
)
|
|
|
Fiscal Year Ended
|
|
||||||||||
(in millions)
|
|
October 3, 2014
|
|
September 27, 2013 |
|
September 28, 2012 |
|
||||||
Net income attributable to Aramark Services, Inc. stockholder
|
|
$
|
149.0
|
|
|
$
|
102.1
|
|
|
$
|
138.3
|
|
|
Interest and other financing costs, net
|
|
334.9
|
|
|
372.8
|
|
|
401.7
|
|
|
|||
Provision for income taxes
|
|
80.2
|
|
|
38.4
|
|
|
38.8
|
|
|
|||
Depreciation and amortization
|
|
521.6
|
|
|
542.1
|
|
|
529.2
|
|
|
|||
Covenant EBITDA
|
|
1,085.7
|
|
|
1,055.4
|
|
|
1,108.0
|
|
|
|||
Share-based compensation expense
(1)
|
|
96.3
|
|
|
19.4
|
|
|
15.7
|
|
|
|||
Unusual or non-recurring (gains)/losses
(2)
|
|
2.9
|
|
|
8.7
|
|
|
(6.7
|
)
|
|
|||
Pro forma EBITDA for equity method investees
(3)
|
|
18.8
|
|
|
21.0
|
|
|
26.0
|
|
|
|||
Pro forma EBITDA for certain transactions
(4)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
|||
Seamless North America, LLC EBITDA
(5)
|
|
—
|
|
|
(1.6
|
)
|
|
(17.5
|
)
|
|
|||
Other
(6)
|
|
28.3
|
|
|
76.1
|
|
|
10.3
|
|
|
|||
Covenant Adjusted EBITDA
|
|
$
|
1,232.0
|
|
|
$
|
1,179.0
|
|
|
$
|
1,135.7
|
|
|
(1)
|
Represents share-based compensation expense resulting from the application of accounting for stock options, restricted stock units, performance stock units, Installment Stock Purchase Opportunities and deferred stock unit awards (see Note 10 to the audited consolidated financial statements).
|
(2)
|
Fiscal 2014 includes a loss of approximately $6.7 million related to the sale of the Chalet, a gain from proceeds from the impact of Hurricane Sandy and other income related to our investment (possessory interest) at one of our NPS client sites. Fiscal 2013 includes goodwill impairment charges in Spain and Korea, asset write-downs mainly related to client contract investments and other income related to the Company's investments (possessory interests) at one of our terminated NPS client sites. Fiscal 2012 includes other income related to the recovery of our investment (possessory interest) at one of our NPS sites.
|
(3)
|
Represents our estimated share of EBITDA from our AIM Services Co., Ltd. equity method investment not already reflected in our Covenant EBITDA. EBITDA for this equity method investee is calculated in a manner consistent with consolidated Covenant EBITDA but does not represent cash distributions received from this investee.
|
(4)
|
Represents the annualizing of estimated EBITDA from acquisitions and divestitures made during the period.
|
(5)
|
During the third quarter of fiscal 2011, we sold a noncontrolling ownership interest in Seamless North America, LLC. The terms of the sale agreement stipulated that Seamless North America, LLC cease to qualify as an unrestricted Subsidiary under the Credit Agreement, and as a result, its EBITDA for all periods presented must be excluded from our consolidated Covenant Adjusted EBITDA.
|
(6)
|
Other includes certain other miscellaneous items (primarily severance related expenses).
|
|
Covenant
Requirements |
|
Actual
Ratios |
|
Maximum Consolidated Secured Debt Ratio
(1)
|
5.50
|
|
|
3.50
|
Interest Coverage Ratio (Fixed Charge Coverage Ratio)
(2)
|
2.00
|
|
|
4.16
|
(1)
|
Our Credit Agreement requires us to maintain a maximum Consolidated Secured Debt Ratio, defined as consolidated total indebtedness secured by a lien to Covenant Adjusted EBITDA, of 5.875x, being reduced over time to 5.125x. Consolidated total indebtedness secured by a lien is defined in the Credit Agreement as total indebtedness outstanding under the Credit Agreement, capital leases, advances under the Receivables Facility and any other indebtedness secured by a lien reduced by the lesser of the amount of cash and cash equivalents on our balance sheet that is free and clear of any lien and $75 million. Non-compliance with the maximum Consolidated Secured Debt Ratio could result in the requirement to immediately repay all amounts outstanding under such agreement, which, if our revolving credit facility lenders failed to waive any such default, would also constitute a default under our indenture.
|
(2)
|
Our Credit Agreement establishes an incurrence-based minimum Interest Coverage Ratio, defined as Covenant Adjusted EBITDA to consolidated interest expense, the achievement of which is a condition for us to incur additional indebtedness and to make certain restricted payments. If we do not maintain this minimum Interest Coverage Ratio calculated on a pro forma basis for any such additional indebtedness or restricted payments, we could be prohibited from being able to incur additional indebtedness, other than the additional funding provided for under the Credit Agreement and pursuant to specified exceptions, and make certain restricted payments, other than pursuant to certain exceptions. The minimum Interest Coverage Ratio is 2.00x for the term of the Credit Agreement. Consolidated interest expense is defined in the Credit Agreement as consolidated interest expense excluding interest income, adjusted for acquisitions and dispositions, further adjusted for certain non-cash or nonrecurring interest expense and our estimated share of interest expense from one equity method investee. The Indenture includes a similar requirement which is referred to as a Fixed Charge Coverage Ratio.
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations as of October 3, 2014
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Long-term borrowings
(1)
|
|
$
|
5,410,213
|
|
|
$
|
76,771
|
|
|
$
|
486,282
|
|
|
$
|
1,396,811
|
|
|
$
|
3,450,349
|
|
Capital lease obligations
|
|
54,420
|
|
|
13,034
|
|
|
22,132
|
|
|
14,675
|
|
|
4,579
|
|
|||||
Estimated interest payments
(2)
|
|
1,179,300
|
|
|
224,100
|
|
|
435,400
|
|
|
389,400
|
|
|
130,400
|
|
|||||
Operating leases
|
|
641,416
|
|
|
235,049
|
|
|
180,784
|
|
|
120,199
|
|
|
105,384
|
|
|||||
Purchase obligations
(3)
|
|
483,990
|
|
|
300,612
|
|
|
114,733
|
|
|
22,736
|
|
|
45,909
|
|
|||||
Other long-term liabilities reflected on the balance sheet
(4)
|
|
291,354
|
|
|
44,200
|
|
|
14,300
|
|
|
8,800
|
|
|
224,054
|
|
|||||
|
|
$
|
8,060,693
|
|
|
$
|
893,766
|
|
|
$
|
1,253,631
|
|
|
$
|
1,952,621
|
|
|
$
|
3,960,675
|
|
|
|
|
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||
Other Commercial Commitments as of
October 3, 2014
|
|
Total
Amounts
Committed
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Letters of credit
|
|
$
|
148,608
|
|
|
$
|
148,608
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Guarantees
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
$
|
148,608
|
|
|
$
|
148,608
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Excludes the $19.0 million discount on the term loans.
|
(2)
|
These amounts represent future interest payments related to our existing debt obligations based on fixed and variable interest rates specified in the associated debt agreements. Payments related to variable debt are based on applicable rates at
October 3, 2014
plus the specified margin in the associated debt agreements for each period presented. The amounts provided relate only to existing debt obligations and do not assume the refinancing or replacement of such debt. The average debt balance for each fiscal year from 2015 through 2021 is $5,007,000, $4,965,000, $4,875,300, $4,838,000, $4,731,800, $2,898,000 and $962,000, respectively. The average interest rate (after giving effect to interest rate swaps) for each fiscal year from 2015 through 2021 is 4.48%, 4.51%, 4.34%, 4.14%, 3.99%, 3.39% and 3.34%, respectively (See Note 5 to the audited consolidated financial statements for the terms and maturities of existing debt obligations).
|
(3)
|
Represents commitments for capital projects and client contract investments to help finance improvements or renovations at the facilities from which we operate.
|
(4)
|
Includes certain unfunded employee retirement obligations.
|
•
|
The intended use of assets and the expected future cash flows resulting directly from such use;
|
•
|
Comparable market valuations of businesses similar to Aramark's business segments;
|
•
|
Industry specific economic conditions;
|
•
|
Competitor activities and regulatory initiatives; and
|
•
|
Client and customer preferences and behavior patterns.
|
•
|
interpretation of contractual rights and obligations;
|
•
|
the status of government regulatory initiatives, interpretations and investigations;
|
•
|
the status of settlement negotiations;
|
•
|
prior experience with similar types of claims;
|
•
|
whether there is available insurance; and
|
•
|
advice of counsel.
|
|
|
(US$ equivalent in millions)
|
||||||||||||||||||||||||||||||
|
|
Expected Fiscal Year of Maturity
|
|
|
|
|
||||||||||||||||||||||||||
As of October 3, 2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
|
$
|
13
|
|
|
$
|
14
|
|
|
$
|
9
|
|
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
1,005
|
|
|
$
|
1,056
|
|
|
$
|
1,085
|
|
Average interest rate
|
|
5.0
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
|
5.8
|
%
|
|
5.7
|
%
|
|
|
|||||||||
Variable rate
|
|
$
|
77
|
|
|
$
|
103
|
|
|
$
|
383
|
|
(a)
|
$
|
40
|
|
|
$
|
1,356
|
|
|
$
|
2,450
|
|
|
$
|
4,409
|
|
|
$
|
4,357
|
|
Average interest rate
|
|
7.7
|
%
|
|
3.7
|
%
|
|
1.5
|
%
|
|
3.3
|
%
|
|
3.3
|
%
|
|
3.3
|
%
|
|
3.3
|
%
|
|
|
|||||||||
Interest Rate Swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Receive variable/pay fixed
|
|
|
|
$
|
575
|
|
|
$
|
1,000
|
|
|
$
|
600
|
|
|
$
|
575
|
|
|
$
|
225
|
|
|
$
|
2,975
|
|
|
$
|
(34
|
)
|
||
Average pay rate
|
|
|
|
3.2
|
%
|
|
1.6
|
%
|
|
1.7
|
%
|
|
2.0
|
%
|
|
2.9
|
%
|
|
|
|
|
|||||||||||
Average receive rate
|
|
|
|
0.7
|
%
|
|
0.8
|
%
|
|
0.8
|
%
|
|
0.8
|
%
|
|
0.8
|
%
|
|
|
|
|
(a)
|
Balance includes $350 million of borrowings under the Receivables Facility.
|
Name
|
|
Age
|
|
Position
|
|
With the company since
|
Joseph Neubauer
|
|
73
|
|
Chairman of the Board and Director
|
|
1979
|
Eric J. Foss
|
|
56
|
|
Chief Executive Officer and President and Director
|
|
2012
|
Lynn B. McKee
|
|
59
|
|
Executive Vice President, Human Resources
|
|
1980
|
Christina Morrison
|
|
47
|
|
Senior Vice President, Finance
|
|
2013
|
Joseph Munnelly
|
|
50
|
|
Senior Vice President, Controller and Chief Accounting Officer
|
|
2007
|
Stephen Reynolds
|
|
56
|
|
Executive Vice President, General Counsel and Secretary
|
|
2012
|
L. Frederick Sutherland
|
|
62
|
|
Executive Vice President and Chief Financial Officer
|
|
1980
|
Karen A. Wallace
|
|
48
|
|
Vice President and Treasurer
|
|
2004
|
Todd M. Abbrecht
|
|
46
|
|
Director
|
|
2007
|
Lawrence T. Babbio, Jr.
|
|
69
|
|
Director
|
|
1999
|
David A. Barr
|
|
51
|
|
Director
|
|
2013
|
Leonard S. Coleman, Jr.
|
|
65
|
|
Director
|
|
1999
|
Daniel J. Heinrich
|
|
58
|
|
Director
|
|
2013
|
James E. Ksansnak
|
|
74
|
|
Director
|
|
1986
|
Sanjeev Mehra
|
|
55
|
|
Director
|
|
2007
|
Stephen P. Murray
|
|
52
|
|
Director
|
|
2007
|
Stephen Sadove
|
|
63
|
|
Director
|
|
2013
|
•
|
A director’s or a director’s immediate family member’s ownership of five percent or less of the equity of an organization that has a relationship with Aramark;
|
•
|
A director’s service as an executive officer or director of or employment by, or a director’s immediate family member’s service as an executive officer of, a company that makes payments to or receives payments from Aramark for property or services in an amount which, in any fiscal year, is less than the greater of $1 million or two percent of such other company’s consolidated gross revenues; or
|
•
|
A director’s service as an executive officer of a charitable organization that received annual contributions from Aramark and its Foundation that have not exceeded the greater of $1 million or two percent of the charitable organization’s annual gross revenues (Aramark’s automatic matching of employee contributions will not be included in the amount of Aramark’s contributions for this purpose).
|
•
|
Eric J. Foss, our Chief Executive Officer and President;
|
•
|
L. Frederick Sutherland, our Executive Vice President and Chief Financial Officer;
|
•
|
Lynn B. McKee, our Executive Vice President, Human Resources;
|
•
|
Stephen R. Reynolds, our Executive Vice President, General Counsel and Secretary; and
|
•
|
Christina T. Morrison, our Senior Vice President, Finance.
|
•
|
Attraction and Retention-to enable us to recruit and retain the best performers;
|
•
|
Company and Individual Performance-to provide compensation levels consistent with the executive’s level of contribution and degree of accountability; and
|
•
|
Alignment and Stockholder Value Creation-to use performance measures consistent with our goals and to include a significant portion of incentive compensation to motivate business results and strengthen the connection between the long-term interests of our executives and the interests of stockholders by encouraging each executive to maintain a significant ownership interest in us.
|
•
|
the provision of other services to the Company by Frederic W. Cook & Co., Inc.;
|
•
|
the amount of fees paid to Frederic W. Cook & Co., Inc. as a percentage of Frederic W. Cook & Co., Inc.’s total revenue;
|
•
|
the policies and procedures of Frederic W. Cook & Co., Inc. that are designed to prevent conflicts of interest;
|
•
|
any business or personal relationship between the consultant and a member of the compensation committee;
|
•
|
any Company stock owned by the consultant;
|
•
|
any business or personal relationship between the consultant and an executive officer of the Company;
|
•
|
any other factor deemed relevant to the consultant's independence from management.
|
|
|
Business Performance
|
|
Payout
|
||||||||||||||
|
|
(Percentage of Target Performance)
|
|
(Percentage of Target Payout)
|
||||||||||||||
Measure
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
||||||
EBIT (41%)
|
|
87.5
|
|
|
100.0
|
|
|
110.0
|
|
|
25.0
|
|
|
100.0
|
|
|
200.0
|
|
Sales (39%)
|
|
90.0
|
|
|
100.0
|
|
|
110.0
|
|
|
25.0
|
|
|
100.0
|
|
|
200.0
|
|
EBIT margin (20%)
|
|
87.5
|
|
|
100.0
|
|
|
110.0
|
|
|
25.0
|
|
|
100.0
|
|
|
150.0
|
|
Target Adjusted Earnings per Share
Performance Level
|
|
Percentage of
Target Number of PSUs Earned
|
less than 90%
|
|
0%
|
90%
|
|
50%
|
100%
|
|
100%
|
110%
|
|
150%
|
115% or greater
|
|
200%
|
Name
|
|
Amount
|
|
Number of RSUs
|
||
Eric Foss
|
|
$
|
10,000,000
|
|
|
500,000
|
L. Frederick Sutherland
|
|
$
|
1,875,000
|
|
|
93,750
|
Lynn B. McKee
|
|
$
|
1,875,000
|
|
|
93,750
|
Stephen R. Reynolds
|
|
$
|
1,150,000
|
|
|
57,500
|
Christina T. Morrison
|
|
$
|
500,000
|
|
|
25,000
|
•
|
our compensation programs are well aligned with sound compensation design principles;
|
•
|
our Bonus Plan and the MIB utilize financial performance measures at the corporate level, which cannot be easily manipulated by any one individual;
|
•
|
none of our individual business areas pose a significant business risk to the overall enterprise;
|
•
|
our stock ownership guidelines will encourage a long-term focus by our executives on our growth and long-term viability; and
|
•
|
equity compensation constitutes a meaningful portion of pay for most senior executives and focuses them on enhancing long-term stockholder value over a multi-year period.
|
Name and
Principal Position
|
Year
|
Salary
(1)
($)
|
Bonus
(2)
($)
|
Stock Awards
(3)
($)
|
Option Awards
(4)
($)
|
Non-Equity Incentive Plan Compen-sation
(2)
($)
|
Change in Pension Value and Non-Qualified Deferred Compensation Earnings
(5)
($)
|
All Other Compensation
(6)
($)
|
Total ($)
|
||||||||
Eric J. Foss
|
2014
|
1,417,240
|
|
5,467,800
|
|
17,647,080
|
|
6,767,223
|
|
—
|
|
799
|
|
1,122,240
|
|
32,422,382
|
|
Chief Executive
|
2013
|
1,380,375
|
|
2,632,200
|
|
5,160,987
|
|
8,161,031
|
|
—
|
|
155
|
|
742,452
|
|
18,077,200
|
|
Officer and President
|
2012
|
545,192
|
|
1,512,500
|
|
—
|
|
5,658,563
|
|
—
|
|
—
|
|
339,240
|
|
8,055,495
|
|
L. Frederick Sutherland
|
2014
|
852,523
|
|
1,384,700
|
|
2,180,913
|
|
5,562,941
|
|
—
|
|
19,261
|
|
100,155
|
|
10,100,493
|
|
EVP and Chief
|
2013
|
818,000
|
|
783,000
|
|
639,676
|
|
723,363
|
|
—
|
|
17,915
|
|
58,408
|
|
3,040,362
|
|
Financial Officer
|
2012
|
787,500
|
|
625,000
|
|
—
|
|
111,875
|
|
—
|
|
16,655
|
|
57,661
|
|
1,598,691
|
|
Lynn B. McKee
|
2014
|
666,034
|
|
1,089,000
|
|
2,180,913
|
|
3,715,615
|
|
|
10,854
|
|
75,134
|
|
7,737,550
|
|
|
EVP, Human
|
2013
|
639,063
|
|
620,000
|
|
639,676
|
|
723,363
|
|
—
|
|
9,990
|
|
41,163
|
|
2,673,255
|
|
Resources
|
2012
|
616,250
|
|
460,000
|
|
—
|
|
111,875
|
|
—
|
|
9,189
|
|
36,436
|
|
1,233,750
|
|
Stephen R. Reynolds
|
2014
|
517,307
|
|
845,900
|
|
1,394,749
|
|
418,470
|
|
—
|
|
346
|
|
55,947
|
|
3,232,719
|
|
EVP, General Counsel
and Secretary
|
2013
|
500,000
|
|
481,000
|
|
460,303
|
|
1,428,714
|
|
—
|
|
89
|
|
290,152
|
|
3,160,258
|
|
Christina T. Morrison
|
2014
|
515,385
|
|
—
|
|
622,399
|
|
83,454
|
|
257,000
|
|
—
|
|
344,857
|
|
1,823,095
|
|
SVP, Finance
|
2013
|
140,385
|
|
129,000
|
|
615,980
|
|
1,023,000
|
|
99,000
|
|
—
|
|
96,279
|
|
2,103,644
|
|
(1)
|
Messrs. Foss, Sutherland and Reynolds and Ms. McKee each deferred a portion of their salaries for fiscal 2013 and 2014 under the 2007 Savings Incentive Retirement Plan and Mr. Sutherland and Ms. McKee each deferred a portion of their salaries for fiscal 2012. These amounts for fiscal 2014 are reflected in the Non-Qualified Deferred Compensation Table for Fiscal Year 2014 and in this column.
|
(2)
|
Includes payments under the Bonus Plan for each of Messrs. Foss, Sutherland and Reynolds and Ms. McKee. For fiscal 2014, also includes one-time bonus amounts paid to Messrs. Foss, Sutherland and Reynolds and Ms. McKee in December 2013 to recognize the critical role each of them played in positioning the Company for and executing a successful initial public offering as follows: for Mr. Foss, $2,367,800, for Mr. Sutherland, $704,700, for Ms. McKee, $558,000, and for Mr. Reynolds, $432,900. For fiscal 2012, Mr. Foss’ bonus amount includes a signing bonus of $500,000, which was intended to cover relocation and commuting expenses, as well as $1,012,500, which was his target bonus, prorated for six months. For fiscal 2013, Ms. Morrison was guaranteed a bonus amount of $129,000, which was intended to compensate her for her forgone bonus at her previous employer and her fiscal 2013 bonus under the MIB was prorated to reflect the portion of the year that she was employed by us.
|
(3)
|
Includes the aggregate grant date fair value of restricted stock units and performance stock units granted in the respective fiscal year computed in accordance with FASB ASC Topic 718. Also includes, with respect to fiscal 2013, the grant date fair value of restricted stock issued in the ISPO Exchange Offer to Messrs. Foss, Sutherland and Reynolds and Ms. McKee. See discussion of ISPO Exchange Offer below. The grant date fair value per share for restricted stock, restricted stock units and performance stock units was equal to the appraisal price of a share of Company common stock on the date of grant while we were a private company, was equal to the price per share of our common stock in our initial public offering for restricted stock units granted on December 11, 2013 and, since December 12, 2013, is based on the closing price of a share of our common stock on the NYSE on the date of grant. For performance stock units, the grant date fair value reported for fiscal 2014 is based upon the probable outcome of the performance condition at the grant date and is as follows: for Mr. Foss, $5,098,046, for Mr. Sutherland and Ms. McKee, $203,942, for Mr. Reynolds, $163,158, and for Ms. Morrison, $81,591. At the highest level of performance, the grant date fair value would be as follows: for Mr. Foss, $10,196,091, for Mr. Sutherland and Ms. McKee, $407,884, for Mr. Reynolds, $326,317, and for Ms. Morrison, $163,182. For additional information on the valuation assumptions and more discussion with respect to the restricted stock, restricted stock units, and performance stock units refer to Note 10 to the audited consolidated financial statements.
|
(4)
|
This column represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The amounts shown for each fiscal year include the grant date fair value for performance-based stock options granted prior to such fiscal year for which vesting was subject to EBIT targets where such target was not established at the time the
|
(5)
|
Includes amounts earned on deferred compensation in excess of 120% of the applicable federal rate, based upon the above-market return at the time the rate basis was set.
|
(6)
|
The following are included in this column for 2014:
|
a.
|
The aggregate incremental cost to us of the following perquisites: car allowance, premium payments for disability insurance, premium payments for an excess health insurance plan, payments for an executive physical, parking fees paid by the Company, costs associated with personal use of Company-owned tickets or the Company-owned suite at sports stadiums with respect to Messrs. Foss and Reynolds and Ms. Morrison, relocation expenses with respect to Ms. Morrison, and, for Mr. Foss, personal use of the Company aircraft and personal use of a Company-provided car and driver.
|
b.
|
With regard to Mr. Foss, $789,658 for Mr. Foss’ personal use of the Company aircraft and personal use of the Company’s Net Jets share. The calculation of incremental cost for personal use of Company aircraft includes the variable costs incurred as a result of personal flight activity: aircraft fuel, landing fees, telephone communications and any travel expenses for the flight crew. The variable costs for the Company’s Net Jets share include the regular hourly charge, the fuel variable charge, international flat fees and other fees. With regard to Ms. Morrison, $304,179 for relocation expenses incurred by Ms. Morrison and paid under our relocation program (including a tax gross up of $73,391 as provided for in the program).
|
c.
|
Premium payments for term life insurance or the Survivor Income Protection Plan as follows: for Mr. Foss, $1,308, for Mr. Sutherland, $29,953, for Ms. McKee, $5,548, for Mr. Reynolds, $1,308 and for Ms. Morrison, $1,308.
|
d.
|
Amounts that constitute the Company match to the Savings Incentive Retirement Plan for fiscal 2014 of $10,500 for each of Messrs. Foss, Sutherland and Reynolds and Ms. McKee.
|
e.
|
The dollar value of dividend equivalents accrued or credited on restricted stock units and performance stock units, as dividends were not factored into the grant date fair value required to be reported for the restricted stock unit awards. Also includes the cash dividends accrued on restricted stock awards, which will be paid out on the applicable vesting date.
The total value of dividend equivalents accrued or credited on restricted stock units and performance stock units and the total value of cash dividends accrued on restricted stock for the executive officers is as follows: for Mr. Foss, $271,096, for Mr. Sutherland, $32,756, for Ms. McKee, $32,756, for Mr. Reynolds, $21,646, and for Ms. Morrison, $14,978 (dividend equivalents only).
|
Name
|
Grant Date
|
Committee Meeting Date
|
Estimated Future
Payouts under
Non-Equity
Incentive Plan Awards
(1)
|
Estimated Future
Payouts under
Equity
Incentive Plan Awards
|
|
All Other Stock Awards: Number of Shares of Stock or Units
|
|
All Other Option Awards: Number of Securities Underlying Options
|
|
Exercise or Base Price of Option Awards
(2)
($/sh)
|
|
Grant Date Fair Value of Stock and Option Awards
(3)
|
|||||||||||||||||||||
Thres-hold
|
Target
|
Max
|
Thres-hold (#)
|
Target (#)
|
|
Max (#)
|
|
||||||||||||||||||||||||||
Foss
|
11/11/2013
|
11/11/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
181,250
|
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
13.90
|
|
(5)
|
$
|
1,551,500
|
|
||||
|
12/11/2013
|
11/11/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
500,000
|
|
(6)
|
—
|
|
|
—
|
|
|
$
|
10,000,000
|
|
|||||
|
12/20/2013
|
12/20/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
770,417
|
|
(7)
|
$
|
23.92
|
|
|
$
|
5,215,723
|
|
||||
|
12/20/2013
|
12/20/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
106,565
|
|
(8)
|
—
|
|
|
—
|
|
|
$
|
2,549,035
|
|
|||||
|
12/20/2013
|
12/20/2013
|
—
|
|
—
|
|
—
|
|
106,565
|
|
213,129
|
|
|
426,258
|
|
(9)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
5,098,046
|
|
|||||
Sutherland
|
11/11/2013
|
11/11/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
31,250
|
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
11.63
|
|
(5)
|
$
|
303,125
|
|
||||
|
11/11/2013
|
11/11/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
470,220
|
|
(10
|
)
|
(10
|
)
|
|
$
|
5,051,185
|
|
||||
|
12/11/2013
|
11/11/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
93,750
|
|
(6)
|
—
|
|
|
—
|
|
|
$
|
1,875,000
|
|
|||||
|
12/20/2013
|
12/20/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,817
|
|
(7)
|
$
|
23.92
|
|
|
$
|
208,631
|
|
||||
|
12/20/2013
|
12/20/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
4,263
|
|
(8)
|
—
|
|
|
—
|
|
|
$
|
101,971
|
|
|||||
|
12/20/2013
|
12/20/2013
|
—
|
|
—
|
|
—
|
|
4,263
|
|
8,526
|
|
|
17,052
|
|
(9)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
203,942
|
|
|||||
McKee
|
11/11/2013
|
11/11/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
31,250
|
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
11.63
|
|
(5)
|
$
|
303,125
|
|
||||
|
11/11/2013
|
11/11/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
297,195
|
|
(11
|
)
|
(11
|
)
|
|
$
|
3,203,859
|
|
||||
|
12/11/2013
|
11/11/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
93,750
|
|
(6)
|
—
|
|
|
—
|
|
|
$
|
1,875,000
|
|
|||||
|
12/20/2013
|
12/20/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,817
|
|
(7)
|
$
|
23.92
|
|
|
$
|
208,631
|
|
||||
|
12/20/2013
|
12/20/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
4,263
|
|
(8)
|
—
|
|
|
—
|
|
|
$
|
101,971
|
|
|||||
|
12/20/2013
|
12/20/2013
|
—
|
|
—
|
|
—
|
|
4,263
|
|
8,526
|
|
|
17,052
|
|
(9)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
203,942
|
|
|||||
Reynolds
|
11/11/2013
|
11/11/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
31,250
|
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
14.99
|
|
(5)
|
$
|
251,563
|
|
||||
|
12/11/2013
|
11/11/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
57,500
|
|
(6)
|
—
|
|
|
—
|
|
|
$
|
1,150,000
|
|
|||||
|
12/20/2013
|
12/20/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,654
|
|
(7)
|
$
|
23.92
|
|
|
$
|
166,908
|
|
||||
|
12/20/2013
|
12/20/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
3,411
|
|
(8)
|
—
|
|
|
—
|
|
|
$
|
81,591
|
|
|||||
|
12/20/2013
|
12/20/2013
|
—
|
|
—
|
|
—
|
|
3,411
|
|
6,821
|
|
|
13,642
|
|
(9)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
163,158
|
|
|||||
Morrison
|
11/11/2013
|
11/11/2013
|
$
|
63,438
|
|
$
|
253,750
|
|
$
|
482,125
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
12/11/2013
|
11/11/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
25,000
|
|
(6)
|
—
|
|
|
—
|
|
|
$
|
500,000
|
|
|||||
|
12/20/2013
|
12/20/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,327
|
|
(7)
|
$
|
23.92
|
|
|
$
|
83,454
|
|
||||
|
12/20/2013
|
12/20/2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
1,706
|
|
(8)
|
—
|
|
|
—
|
|
|
$
|
40,808
|
|
|||||
|
12/20/2013
|
12/20/2013
|
—
|
|
—
|
|
—
|
|
1,706
|
|
3,411
|
|
|
6,822
|
|
(9)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
81,591
|
|
(1)
|
The amounts represent the threshold, target, and maximum payouts under our MIB for the fiscal 2014 performance period. The payment for threshold performance is 25% of target on all measures.
|
(2)
|
The exercise price of the options granted after our initial public offering is the closing price of our common stock on the NYSE on the date of grant.
|
(3)
|
This column shows the full or incremental grant date fair value of stock options, restricted stock units and performance stock units granted or deemed granted to our named executive officers in fiscal 2014 under FASB ASC Topic 718. The grant date fair value for performance stock units granted in fiscal 2014 assumes achievement of the target amount. For additional information on the valuation assumptions, refer to Note 10 to our audited consolidated financial statements. These amounts do not correspond to the actual value that will be received by the named executive officers.
|
(4)
|
Represents performance-based stock options granted under the 2007 Stock Plan to certain of our named executive officers in prior fiscal years, for which the vesting was subject to the 2014 EBIT target and such target was not established at the time the option was granted, as targets for later years had not been determined. Named executive officers may receive all, or less than all, of the target amount of performance-based options when certain events occur, including the achievement of certain percentage returns by our Sponsors. See the discussion under “Performance-Based Stock Options” below. Shares underlying options granted vest in 25% increments on each of the first four anniversaries of the original date of grant and upon the attainment of certain EBIT targets that are established by the compensation committee within the first ninety days of each fiscal year and described in the Compensation Discussion and Analysis and the narrative following this table. These stock options will expire ten years from the original date of grant. The EBIT targets associated with the grants of performance-based options in this table are listed below under “Performance-Based Stock Options.” The grant date fair value for these previously granted performance-based stock options reflects the value attributable only to those options whose vesting is based on 2014 targets, which were set on November 11, 2013, as that is the only target that had been determined during fiscal 2014. As future targets are determined in future years, additional grant date fair value will be reflected in the years in which such targets are set.
|
(5)
|
The exercise price was equal to the most recent appraisal price of a share of the Company’s common stock on the original date of grant, which was prior to our initial public offering, and for Messrs. Foss and Sutherland and Ms. McKee, the exercise price reflects the reduction of $1.06 per share, in connection with the spin-off of Seamless Holdings Corporation on October 26, 2012, which was the portion of the appraisal price of a share of Company common stock allocated to each share of Seamless Holdings Corporation common stock.
|
(6)
|
These restricted stock units were granted under the 2013 Plan and vest annually 1/3 per year over three years, subject to the grantee’s continued employment with the Company.
|
(7)
|
These stock options were granted under the 2013 Plan and vest annually 25% per year over four years and have a ten-year term, subject to the grantee’s continued employment with the Company.
|
(8)
|
These restricted stock units were granted under the 2013 Plan vest annually 25% per year over four years, subject to the grantee’s continued employment with the Company.
|
(9)
|
These are performance stock units granted under the 2013 Plan that vest annually 1/3 per year, provided that the performance target, adjusted earnings per share, is met for the first year, fiscal 2014. As of the end of fiscal 2014, the performance target was satisfied and these performance stock units are now time-based and will vest 1/3 on each of December 20, 2014, December 20, 2015 and December 20, 2016, subject to the grantee’s continued employment with the Company through the applicable vesting date.
|
(10)
|
Represents stock options granted in previous fiscal years (Missed Year Options) under the 2007 Stock Plan that were modified on November 11, 2013 to provide for additional vesting opportunity upon the achievement of certain price per share targets in our initial public offering and in the subsequent 18 months. Grant date fair value represents incremental accounting expense under FASB Topic 718 recognized in fiscal 2014 related to the modification. See "Compensation Discussion and Analysis - Components of Executive Compensation - Equity Incentives - Vesting of Performance-based Options" for additional information. The grant dates, associated numbers of options and exercise prices of Mr. Sutherland's Missed Year Options are as follows:
|
Grant Date
|
|
Number of Options
|
|
Exercise Price
|
|||
1/26/2007
|
|
235,659
|
|
|
$
|
5.44
|
|
2/27/2007
|
|
85,500
|
|
|
$
|
5.44
|
|
3/5/2008
|
|
17,811
|
|
|
$
|
9.74
|
|
9/2/2009
|
|
50,000
|
|
|
$
|
8.59
|
|
3/2/2010
|
|
50,000
|
|
|
$
|
9.48
|
|
6/22/2011
|
|
31,250
|
|
|
$
|
11.63
|
|
(11)
|
Represents stock options granted in previous fiscal years (Missed Year Options) under the 2007 Stock Plan that were modified on November 11, 2013 to provide for additional vesting opportunity upon the achievement of certain price per share targets in our initial public offering and in the subsequent 18 months. Grant date fair value represents incremental accounting expense under FASB Topic 718 recognized in fiscal 2014 related to the modification. See "Compensation Discussion and Analysis - Components of Executive Compensation - Equity Incentives - Vesting of Performance-based Options" for additional information. The grant dates, associated numbers of options and exercise prices of Ms. McKee's Missed Year Options are as follows:
|
Grant Date
|
|
Number of Options
|
|
Exercise Price
|
|||
1/26/2007
|
|
145,321
|
|
|
$
|
5.44
|
|
2/27/2007
|
|
71,250
|
|
|
$
|
5.44
|
|
3/5/2008
|
|
11,874
|
|
|
$
|
9.74
|
|
3/2/2010
|
|
37,500
|
|
|
$
|
9.48
|
|
6/22/2011
|
|
31,250
|
|
|
$
|
11.63
|
|
•
|
any extraordinary gains or losses, cumulative effect of a change in accounting principle, income or loss from disposed or discontinued operations and any gains or losses on disposed or discontinued operations, all as determined in accordance with generally accepted accounting principles;
|
•
|
any gain or loss greater than $2 million attributable to asset dispositions, contract terminations and similar items, provided that losses on contract terminations and asset dispositions in connection with client contract terminations are limited in any given fiscal year to $5 million;
|
•
|
any increase in amortization or depreciation resulting from the application of purchase accounting to the 2007 Transaction, including the current amortization of existing acquired intangibles;
|
•
|
any gain or loss from the early extinguishment of indebtedness, including any hedging obligation or other derivative instrument;
|
•
|
any impairment charge or similar asset write-off required by generally accepted accounting principles;
|
•
|
any non-cash compensation expense resulting from the application of the authoritative accounting pronouncement for share-based compensation expense or similar accounting requirements;
|
•
|
any expenses or charges related to any equity offering, acquisition, disposition, recapitalization, refinancing or similar transaction, including the 2007 Transaction;
|
•
|
any transaction, management, monitoring, consulting, advisory and related fees and expenses paid or payable to the Sponsors;
|
•
|
the effects of changes in foreign currency translation rates from the rates used in the calculation of the EBIT targets. The 2011 and later EBIT targets are based on the foreign currency translation rates used in the Business Plan approved by our board for the applicable year;
|
•
|
the impact of the 53rd week of operations on our financial results during any 53-week fiscal year; and
|
•
|
with respect to fiscal 2015 and later, the impact of transformation expenses, which include severance and other charges and branding-related charges.
|
•
|
for small acquisitions, which have purchase prices of less than $20 million each, there is no adjustment until the total consideration for all small acquisitions exceeds $20 million in any fiscal year, and then the EBIT targets will be adjusted for the percentage of EBIT that results from the cumulative amounts of such acquisitions over $20 million; and
|
•
|
for larger acquisitions, which have purchase prices of more than $20 million, our EBIT targets are adjusted based on the amount of EBIT that we project for that acquisition when it is approved by our board.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||
Name
|
|
Number of Securities Underlying Unexercised Options(#) Exercisable
(1)
|
|
Number of Securities Underlying Unexercised Options(#) Unexercisable
(2)
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(3)
(#)
|
|
Option
Exercise
Price
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
|
|
Market Value
of Shares or
Units of Stock
That Have Not
Vested
|
|||||||||
Foss
|
|
725,000
|
|
|
362,500
|
|
|
362,500
|
|
|
$
|
13.90
|
|
(4)
|
6/6/2022
|
|
—
|
|
|
—
|
|
||
|
|
311,909
|
|
|
935,729
|
|
|
—
|
|
|
$
|
16.21
|
|
|
6/20/2023
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
205,250
|
|
(5)
|
$5,426,806
|
|
||
|
|
85,750
|
|
|
257,248
|
|
|
—
|
|
|
$16.21
|
|
|
7/31/2022
|
|
—
|
|
|
—
|
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,752
|
|
(6)
|
$
|
1,130,363
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
504,104
|
|
(8)
|
$13,328,501
|
|
|||||
|
|
—
|
|
|
770,417
|
|
|
—
|
|
|
$
|
23.92
|
|
|
12/20/2023
|
|
|
|
|
||||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
107,440
|
|
(9)
|
$2,840,703
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
306,201
|
|
(10)
|
$8,095,967
|
|||
Sutherland
|
|
992,250
|
|
|
—
|
|
|
—
|
|
|
$
|
5.44
|
|
(4)
|
1/26/2017
|
|
—
|
|
|
—
|
|
||
|
|
360,000
|
|
|
—
|
|
|
—
|
|
|
$
|
5.44
|
|
(4)
|
2/27/2017
|
|
—
|
|
|
—
|
|
||
|
|
75,000
|
|
|
—
|
|
|
—
|
|
|
$
|
9.74
|
|
(4)
|
3/5/2018
|
|
—
|
|
|
—
|
|
||
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|
$
|
8.59
|
|
(4)
|
9/2/2019
|
|
—
|
|
|
—
|
|
||
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|
$
|
9.48
|
|
(4)
|
3/2/2020
|
|
—
|
|
|
—
|
|
||
|
|
187,500
|
|
|
31,250
|
|
|
31,250
|
|
|
$
|
11.63
|
|
(4)
|
6/22/2021
|
|
—
|
|
|
—
|
|
||
|
|
23,629
|
|
|
70,889
|
|
|
—
|
|
|
$
|
16.21
|
|
|
7/9/2023
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,325
|
|
(7)
|
$616,710
|
|
||
|
|
8,609
|
|
|
17,219
|
|
|
—
|
|
|
$
|
16.21
|
|
|
7/31/2021
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,782
|
|
(6)
|
$179,316
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94,519
|
|
(8)
|
$2,499,094
|
|||
|
|
—
|
|
|
30,817
|
|
|
—
|
|
|
$
|
23.92
|
|
|
12/20/2023
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,298
|
|
(9)
|
$113,639
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,249
|
|
(10)
|
$323,871
|
|||
McKee
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
$
|
5.44
|
|
(4)
|
2/27/2017
|
|
—
|
|
|
—
|
|
||
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|
$
|
9.74
|
|
(4)
|
3/5/2018
|
|
—
|
|
|
—
|
|
||
|
|
150,000
|
|
|
|
|
—
|
|
|
$
|
9.48
|
|
(4)
|
3/2/2020
|
|
—
|
|
|
—
|
|
|||
|
|
187,500
|
|
|
31,250
|
|
|
31,250
|
|
|
$
|
11.63
|
|
(4)
|
6/22/2021
|
|
—
|
|
|
—
|
|
||
|
|
23,629
|
|
|
70,889
|
|
|
—
|
|
|
$
|
16.21
|
|
|
7/9/2023
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,325
|
|
(7)
|
$616,710
|
|
||
|
|
8,609
|
|
|
17,219
|
|
|
—
|
|
|
$
|
16.21
|
|
|
7/31/2021
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,782
|
|
(6)
|
$179,316
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94,519
|
|
(8)
|
$2,499,094
|
|||
|
|
—
|
|
|
30,817
|
|
|
—
|
|
|
$
|
23.92
|
|
|
12/20/2023
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,298
|
|
(9)
|
$
|
113,639
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,249
|
|
(10)
|
$323,871
|
|||
Reynolds
|
|
62,500
|
|
|
93,750
|
|
|
93,750
|
|
|
$
|
14.99
|
|
|
12/5/2022
|
|
—
|
|
|
—
|
|
||
|
|
18,903
|
|
|
56,712
|
|
|
—
|
|
|
$
|
16.21
|
|
|
7/9/2023
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,660
|
|
(7)
|
$493,368
|
|
||
|
|
22,194
|
|
|
33,290
|
|
|
—
|
|
|
$
|
16.21
|
|
|
7/31/2023
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,710
|
|
(6)
|
$71,652(9)
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,972
|
|
(8)
|
$1,532,778
|
|||
|
|
—
|
|
|
24,654
|
|
|
—
|
|
|
$
|
23.92
|
|
|
12/20/2023
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,439
|
|
(9)
|
$90,927
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,800
|
|
(10)
|
$259,104
|
|||
Morrison
|
|
46,500
|
|
|
139,500
|
|
|
—
|
|
|
$
|
16.21
|
|
|
7/9/2023
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,734
|
|
|
$759,725
|
|
||
|
|
—
|
|
|
12,327
|
|
|
—
|
|
|
$
|
23.92
|
|
|
12/20/2023
|
|
—
|
|
(7)
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,205
|
|
(8)
|
$666,425
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,720
|
|
(9)
|
$45,477
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,901
|
|
(10)
|
$129,571
|
(1)
|
The amounts in this column are time-based and performance-based options that have vested.
|
(2)
|
These are options subject to time-based vesting (including options previously also subject to performance-based conditions which have been satisfied) and, other than as set forth below, vest 25% per year over four years from the date of grant, provided that the named executive officer is still employed by us, with certain exceptions (disability, retirement or death). See “Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table”. Other than as set forth below, all options were granted on the date that is ten years prior to the listed expiration date. Certain options included in this column were granted in connection with our ISPO Exchange Offer and have vesting schedules based upon the original vesting schedule of the ISPO that was exchanged, as set forth below.
|
Expiration Date
|
|
Grant Date
|
|
Vesting Schedule
|
|
Equity Instrument
|
February 27, 2017
|
|
February 27, 2007
|
|
25% on each of the first four anniversaries of
January 26, 2007.
|
|
Option
|
July 31, 2021
|
|
July 31, 2013
|
|
One-third on each of December 15, 2013, 2014 and 2015.
|
|
Replacement Option (ISPO Exchange)
|
July 31, 2022
|
|
July 31, 2013
|
|
25% on each of December 15, 2013, 2014, 2015 and 2016.
|
|
Replacement Option (ISPO Exchange)
|
July 31, 2023
|
|
July 31, 2013
|
|
20% vested and 20% to vest on each of December 15, 2013, 2014, 2015 and 2016.
|
|
Replacement Option (ISPO Exchange)
|
(3)
|
These are the total number of options that are still subject to performance-based vesting. 25% of the performance-based portion of the original award (which was originally 50% of the total award) is eligible to vest each year over four years from the grant date, which in each case was 10 years prior to the listed expiration date, provided that certain annual EBIT performance targets are satisfied and the named executive officer is still employed by us, with certain exceptions (disability, retirement or death). See “Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table”.
|
(4)
|
Exercise price reflects the reduction of $1.06 per share, which was the portion of the appraisal price of a share of Company common stock allocated to each share of Seamless Holdings Corporation common stock. Seamless Holdings Corporation was spun off by the Company on October 26, 2012 and the exercise prices of all stock options issued prior to that time were adjusted to reflect the spinoff.
|
(5)
|
These are restricted stock units granted to Mr. Foss on June 20, 2013 that are subject to time-based vesting and vest 25% per year over four years from the date of grant, provided Mr. Foss is still employed by us on such dates. The number of restricted stock units listed includes dividend equivalents accrued with respect to such award.
|
(6)
|
These are shares of restricted stock that were granted as part of the ISPO Exchange on July 31, 2013 and vest as follows:
|
Name
|
|
Vesting Schedule
|
Foss
|
|
Of the 57,002 originally granted, 25% on each of December 15, 2013, 2014, 2015 and 2016.
|
Sutherland
|
|
Of the 10,172 originally granted, one-third on each of December 15, 2013, 2014 and 2015.
|
McKee
|
|
Of the 10,172 originally granted, one-third on each of December 15, 2013, 2014 and 2015.
|
Reynolds
|
|
Of the 4,516 shares originally granted, 20% vested immediately upon grant and 20% vest on each of December 15, 2013, 2014, 2015 and 2016.
|
(7)
|
These are restricted stock units granted on July 9, 2013 that are subject to time-based vesting and vest 25% per year over four years from the date of grant, provided that the named executive officer is still employed by us on such dates. The number of restricted stock units listed includes dividend equivalents accrued with respect to such award.
|
(8)
|
These are restricted stock units granted on December 11, 2013 that are subject to time-based vesting and vest 1/3 per year over three years from the date of grant, provided that the named executive officer is still employed by us on such dates. The number of restricted stock units listed includes dividend equivalents accrued with respect to such award.
|
(9)
|
These are restricted stock units granted on December 20, 2013 that are subject to time-based vesting and vest 25% per year over four years from the date of grant, provided that the named executive officer is still employed by us on such dates. The number of restricted stock units listed also includes dividend equivalents accrued with respect to such award.
|
(10)
|
These are performance stock units granted on December 20, 2013 that, subject to the achievement of an earnings per share target for fiscal 2014, vest 1/3 per year over three years from the date of grant, provided that the named executive
|
(11)
|
If a participant’s service with the Company or any of its subsidiaries terminates due to retirement (as defined in the 2007 Stock Plan or the 2013 Stock Plan, as applicable), the installment of stock options, restricted stock, restricted stock units or performance stock units that are scheduled to vest on the next vesting date (subject to achievement of the performance target(s), if applicable) following such termination will immediately vest. Only Mr. Sutherland is retirement eligible as of the end of fiscal 2014. For information on the value of equity awards which would vest upon his retirement as of such date, see the table of estimated payments presented in “Potential Post-Employment Benefits” below.
|
Name
|
|
Option Awards
|
|
Stock awards
|
||||||||||
|
Number of Shares Acquired on Exercise
(1)
(#)
|
|
Value Realized on Exercise ($)
|
|
Number of Shares Acquired on Vesting
(2)
(#)
|
|
Value Realized on Vesting
(3)
($)
|
|||||||
Foss
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
|
|
|
|
|
|
82,475
|
|
(4)
|
$
|
2,076,597
|
|
|||
Sutherland
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
|
|
|
|
|
|
11,142
|
|
(4)
|
$
|
290,415
|
|
|||
McKee
|
|
611,876
|
|
|
$
|
13,106,384
|
|
|
|
|
|
|||
|
|
|
|
|
|
11,142
|
|
(4)
|
$
|
290,415
|
|
|||
Reynolds
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
|
|
|
|
|
|
7,105
|
|
(4)
|
$
|
189,229
|
|
|||
Morrison
|
|
|
|
|
|
|
|
|
||||||
|
|
—
|
|
|
—
|
|
|
9,551
|
|
(4)
|
$
|
258,267
|
|
(1)
|
Shares actually delivered on exercise were net of amounts withheld related to the payment of the exercise price and taxes.
|
(2)
|
This column includes restricted stock and restricted stock units that have vested during the fiscal year. For restricted stock units, the number of shares acquired on vesting includes dividend equivalents.
|
(3)
|
Value realized on exercise and vesting is calculated based upon the closing price of our common stock on the NYSE at the date of exercise or vesting, as applicable.
|
(4)
|
For each named executive officer, shares actually delivered upon vesting of restricted stock units were net of amounts withheld related to taxes.
|
Name
|
|
Executive
Contributions in
Last FY
(1)
($)
|
|
Registrant
Contributions in
Last FY
(2)
($)
|
|
Aggregate Earnings in
Last FY
(3)
($)
|
|
Aggregate
Withdrawals/
Distributions ($)
|
|
Aggregate
Balance at Last
FYE
(3)(4)
($)
|
|||||
Foss
|
|
|
|
|
|
|
|
|
|
|
|||||
2007 SIRP
|
|
83,430
|
|
|
10,500
|
|
|
6,114
|
|
|
—
|
|
|
176,607
|
|
2005 Deferred Comp Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Sutherland
|
|
|
|
|
|
|
|
|
|
|
|||||
2007 SIRP
|
|
50,163
|
|
|
10,500
|
|
|
147,406
|
|
|
—
|
|
|
3,003,125
|
|
2005 Deferred Comp Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
McKee
|
|
|
|
|
|
|
|
|
|
|
|||||
2007 SIRP
|
|
39,190
|
|
|
10,500
|
|
|
83,067
|
|
|
—
|
|
|
1,702,939
|
|
2005 Deferred Comp Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Reynolds
|
|
|
|
|
|
|
|
|
|
|
|||||
2007 SIRP
|
|
42,196
|
|
|
10,500
|
|
|
2,645
|
|
|
—
|
|
|
86,319
|
|
2005 Deferred Comp Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Morrison
|
|
|
|
|
|
|
|
|
|
|
|||||
2007 SIRP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2005 Deferred Comp Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
All amounts in this column were deferred under the 2007 Savings Incentive Retirement Plan during fiscal 2014. All amounts deferred are included in the named executive officer’s salary amount in the Summary Compensation Table.
|
(2)
|
These amounts constitute the Company match to the 2007 Savings Incentive Retirement Plan for fiscal 2014, which were made in November 2014. These amounts are reported in the Summary Compensation Table.
|
(3)
|
Our Summary Compensation Table for previous years included the amount of salary deferred and Company match for those years. The amounts in the Executive Contributions column are included in the Salary column in the Summary Compensation Table for fiscal 2014 and amounts in the Registrant Contributions column are reflected in the All Other Compensation column and separately footnoted. To the extent that earnings for the 2007 Savings Incentive Retirement Plan and the 2005 Deferred Compensation Plan exceeded 120% of the applicable federal rate, those excess earnings were reported in the Change in Pension Value and Non-Qualified Deferred Compensation Earnings column of the Summary Compensation Table as follows: for Mr. Foss, $799, for Mr. Sutherland, $19,261, for Ms. McKee, $10,854, and for Mr. Reynolds, $346.
|
(4)
|
The Aggregate Balance at Fiscal Year End includes amounts that were reported in the Summary Compensation Table for the last three fiscal years as follows: for Mr. Foss, $170,343 (for 2013 and 2014 only), for Mr. Sutherland, $232,313, for Ms. McKee, $176,555, and for Mr. Reynolds, $83,477 (for 2013 and 2014 only).
|
•
|
a pro rata bonus for the year of termination based upon actual performance;
|
•
|
continued payment of his base salary for 24 months;
|
•
|
two times the prior year’s bonus (if any) paid over 24 months (for 2012, this is deemed to be his full target bonus);
|
•
|
continued participation in the Company’s basic medical and life insurance programs on the same terms as prior to termination for a period of 24 months, both for Mr. Foss and for his dependents;
|
•
|
continued payment of his car allowance for 24 months;
|
•
|
immediate vesting of time-based stock options that would have vested during the 24 month period following his termination; and
|
•
|
all of his vested stock options, with 90 days following termination of employment to exercise.
|
•
|
severance payments equal to his or her monthly base salary for 12 to 18 months, depending on length of service (Mr. Sutherland and Ms. McKee would receive severance for 18 months, while Mr. Reynolds would receive severance for 12 months, based on their respective length of service), made in the course of our normal payroll cycle;
|
•
|
participation in our basic medical and life insurance programs during the period over which he or she receives severance payments, with the employee’s share of premiums deducted from the severance payments;
|
•
|
continuation of his or her car allowance payments during the severance period; and
|
•
|
all of his or her vested stock options, with 90 days following termination of employment to exercise.
|
•
|
severance payments equal to her monthly base salary for 26 weeks made in the course of our normal payroll cycle;
|
•
|
participation in our basic medical and life insurance programs during the period over which she receives severance payments, with her share of premiums deducted from the severance payments;
|
•
|
continuation of her car allowance payments, as applicable, during the severance period; and
|
•
|
all of her vested stock options, with 90 days following termination of employment to exercise.
|
•
|
a pro-rata portion of his annual target bonus in effect on the date of the change of control or on the date of termination, whichever is higher, in a lump sum;
|
•
|
two times his base salary in effect on the date of the change of control or on the date of termination, whichever is higher, payable over 24 months;
|
•
|
two times the higher of his annual target bonus in effect on the date of the change of control or his most recent annual bonus, whichever is higher, payable over 24 months;
|
•
|
outplacement counseling in an amount not to exceed 20% of his base salary, for a period of 24 months;
|
•
|
continued participation in our medical (for Mr. Foss and his dependents), life and disability insurance programs on the same terms as in effect immediately prior to his termination, for a period of 24 months;
|
•
|
continued payment of his car allowance, if provided at the time of termination, for a period of 24 months; and
|
•
|
accelerated vesting of outstanding equity-based awards or retirement plan benefits (this would not be applicable to Mr. Foss for 2014 as he does not have any unvested retirement plan benefits) as is specified under the terms of the
|
•
|
an entity or group other than us, our Sponsors or one of our employee benefit plans acquires more than 50% of our voting stock;
|
•
|
the Company experiences a reorganization, merger or sale or disposition of substantially all of our assets or we purchase the assets or stock of another entity unless the stockholders prior to the transaction own at least 50% of the voting stock after the transaction and no person owns a majority of the voting stock (unless that ownership existed before the transaction); or
|
•
|
a majority of the members of our board are replaced during any 12-month period and the new directors are not endorsed by a majority of the Company’s board before the replacement or the replacement is not contemplated by our stockholders’ agreement.
|
•
|
any diminution in title or reporting relationships, or substantial diminution in duties or responsibilities (other than a change of control after which we are no longer publicly held or independent) including the requirement that he report to any person or entity other than our board;
|
•
|
the relocation of his principal place of employment by more than 35 miles in a direction further away from his current residence;
|
•
|
a material decrease in his employee benefits in the aggregate; and
|
•
|
failure to pay or provide (in any material respect) the compensation and benefits under his employment letter agreement or his agreement relating to employment and post-employment competition.
|
•
|
an entity or group other than our Sponsors acquires more than 50% of our voting stock;
|
•
|
the Company experiences a reorganization, merger or sale or disposition of substantially all of our assets or we purchase the assets or stock of another entity unless the stockholders prior to the transaction own at least 50% of the voting stock after the transaction and no person owns a majority of the voting stock (unless that ownership existed before the transaction); or
|
•
|
a majority of the members of our board are replaced during any 12-month period and the new directors are not endorsed by a majority of the Company’s board before the replacement or the replacement is not contemplated by our stockholders’ agreement.
|
•
|
a decrease in base salary or target bonus;
|
•
|
a material decrease in aggregate employee benefits;
|
•
|
diminution in title or substantial diminution in reporting relationship or responsibilities; or
|
•
|
relocation of his or her principal place of business by 35 miles or more.
|
•
|
cash severance benefits based on a multiple of two times his or her base salary and target bonus (or the prior year’s actual bonus, if higher) over a two-year period according to our payroll cycle;
|
•
|
a lump sum payment, within 40 days after his or her termination date, equal to the portion of his or her target bonus attributable to the portion of the fiscal year served prior to termination, plus any earned but unpaid amounts;
|
•
|
continued medical, life and disability insurance at our expense for a two-year period following termination;
|
•
|
outplacement counseling in an amount not to exceed 20% of base salary; and
|
•
|
accelerated vesting of outstanding equity-based awards or retirement plan benefits (this would not be applicable to Messrs. Sutherland or Reynolds or Ms. McKee for 2013 as they do not have any unvested retirement plan benefits) as is specified under the terms of the applicable plans. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table.”
|
•
|
severance payments equal to her monthly base salary for 26 weeks made in the course of our normal payroll cycle;
|
•
|
participation in our basic medical and life insurance programs during the period over which she receives severance payments, with her share of premiums deducted from the severance payments;
|
•
|
continuation of her car allowance payments during the severance period;
|
•
|
all of her vested stock options; and
|
•
|
accelerated vesting of unvested time-based options and restricted stock units in accordance with the applicable plan.
|
Name
|
|
Retirement ($)
|
|
Death
(3)
($)
|
|
Disability ($)
|
|
Termination
without cause
(4)
($)
|
|
Change of Control
(5)
($)
|
|||||
Foss
(6)
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash Payment (Lump Sum)
|
|
—
|
|
|
2,000,000
|
|
|
—
|
|
|
2,085,750
|
|
|
2,085,750
|
|
Cash Payment (Over Time)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,045,400
|
|
|
8,045,400
|
|
Acceleration of Unvested Equity Awards
(1)
|
|
—
|
|
|
18,331,690
|
|
|
18,331,690
|
|
|
13,652,579
|
|
|
51,644,859
|
|
Perquisites
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77,325
|
|
|
367,845
|
|
Total
|
|
—
|
|
|
20,331,690
|
|
|
18,331,690
|
|
|
23,861,054
|
|
|
62,143,854
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sutherland
(7)
|
|
|
|||||||||||||
Cash Payment (Lump Sum)
|
|
—
|
|
|
1,000,000
|
|
|
—
|
|
|
—
|
|
|
672,384
|
|
Cash Payment (Over Time)
|
|
—
|
|
|
4,122,640
|
|
|
—
|
|
|
1,260,720
|
|
|
12,340,619
|
|
Acceleration of Unvested Equity Awards
(1)
|
|
2,507,271
|
|
|
2,507,271
|
|
|
2,507,271
|
|
|
—
|
|
|
5,540,665
|
|
Perquisites
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,744
|
|
|
293,511
|
|
Total
|
|
2,507,271
|
|
|
7,629,911
|
|
|
2,507,271
|
|
|
1,305,464
|
|
|
18,847,179
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
McKee
(8)
|
|
|
|||||||||||||
Cash Payment (Lump Sum)
|
|
—
|
|
|
1,500,000
|
|
|
—
|
|
|
—
|
|
|
525,300
|
|
Cash Payment (Over Time)
|
|
—
|
|
|
3,111,438
|
|
|
—
|
|
|
984,938
|
|
|
9,821,800
|
|
Acceleration of Unvested Equity Awards
(1)
|
|
—
|
|
|
2,507,271
|
|
|
2,507,271
|
|
|
—
|
|
|
5,540,665
|
|
Perquisites
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,782
|
|
|
163,725
|
|
Total
|
|
—
|
|
|
7,118,709
|
|
|
2,507,271
|
|
|
1,005,720
|
|
|
16,051,490
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Reynolds
(9)
|
|
|
|||||||||||||
Cash Payment (Lump Sum)
|
|
—
|
|
|
2,000,000
|
|
|
—
|
|
|
—
|
|
|
408,000
|
|
Cash Payment (Over Time)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
510,000
|
|
|
4,124,000
|
|
Acceleration of Unvested Equity Awards
(1)
|
|
—
|
|
|
1,820,669
|
|
|
1,820,669
|
|
|
—
|
|
|
5,500,280
|
|
Perquisites
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,821
|
|
|
158,674
|
|
Total
|
|
—
|
|
|
3,820,669
|
|
|
1,820,669
|
|
|
542,821
|
|
|
10,190,954
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Morrison
(10)
|
|
|
|||||||||||||
Cash Payment (Lump Sum)
|
|
—
|
|
|
2,000,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash Payment (Over Time)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
253,750
|
|
|
253,750
|
|
Acceleration of Unvested Equity Awards
(1)
|
|
—
|
|
|
1,000,522
|
|
|
1,000,522
|
|
|
—
|
|
|
3,020,703
|
|
Perquisites
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,750
|
|
|
17,750
|
|
Total
|
|
—
|
|
|
3,000,522
|
|
|
1,000,522
|
|
|
271,500
|
|
|
3,292,203
|
|
(1)
|
Represents acceleration of unvested stock options, restricted stock, restricted stock units and performance stock units that would vest upon the occurrence of the specified event. Calculations are based upon the closing price of our common stock on the NYSE ($26.44) as of October 3, 2014.
|
(a)
|
Only Mr. Sutherland has attained the eligible retirement age of 60 under the 2007 Stock Plan and the 2013 Stock Plan. Therefore, the accelerated vesting for equity awards on retirement would apply only to Mr. Sutherland.
|
(b)
|
In the case of death or disability of any named executive officer, amounts were calculated assuming that all time-based options, restricted stock and restricted stock units scheduled to vest in fiscal 2015 vest and the performance-based options granted in 2011 and 2012 that were scheduled to vest based upon the achievement of the 2014 EBIT target would vest and performance stock units granted in fiscal 2014 at target scheduled to vest in 2015 (assuming the attainment of the performance target) vest.
|
(c)
|
Stock option amounts on a change of control for named executive officers assume that unvested performance-based options scheduled to vest based upon the achievement on the 2014 EBIT target that were granted in 2011 and 2012 vest at a rate of 100% which is the achieved rate for the vesting of performance-based stock options based on the 2014 EBIT target. Assumes that other events that would trigger vesting of performance-based options do not occur, including the achievement of a return or internal rate of return by our Sponsors. See “Grants of Plan Based Awards for Fiscal Year 2014” and “Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table.” Unvested time based stock options, restricted stock and restricted stock units granted under the 2007 Stock Plan would become fully vested upon a change of control and unvested time-based stock options, restricted stock units and performance stock units would become fully vested if the named executive officer is terminated without cause (or, if applicable, resigns for good reason) during the two-year period following the change of control (which, for purposes of this table, is assumed to have occurred on the last day of fiscal 2014) such full vesting is reflected in the table.
|
(2)
|
The following assumptions were used in our calculation of the cost of perquisites in connection with termination of employment: a 7.5% increase annually for health insurance premiums, dental insurance premiums, vision insurance premiums and excess health, with 2014 used as the base year, and no increase annually for life and accident insurance premiums.
|
(3)
|
Includes amounts payable under the Survivor Income Protection Plan (for Mr. Sutherland and Ms. McKee), various term life insurance policies and accidental death and dismemberment policies for which we pay all or part of the premium, which amounts are reflected in the “Summary Compensation Table.”
|
(4)
|
For Mr. Foss, the “Termination Without Cause” column means termination without cause or resignation for Good Reason (as defined in his employment arrangements) prior to a change of control.
|
(5)
|
Cash payments and perquisites included in this column will only be paid to or received by the named executive officers if they are terminated following the change of control. Equity awards granted under the 2013 Stock Plan vest if the named executive officer is terminated without cause (or, if applicable, resigns for good reason) during the two-year period following the change of control.
|
(6)
|
Included in Mr. Foss’ perquisites: (a) in the case of termination without cause, are basic medical and life insurance coverage and a car allowance over a 24-month severance period; and (b) in the case of a change of control, are health care, accident, disability and survivor insurance premiums for two years and a car allowance for 24-months, as well as outplacement benefits of 20% of his base salary for 24 months. Mr. Foss would incur excise tax if a change of control of the Company had occurred on October 3, 2014, as his payout would be considered a parachute payment. He is not entitled to a 280G gross up, but under the terms of his employment agreement, if his payout on a change of control would be considered a parachute payment, we would reduce his payments if that reduction (to avoid the excise tax) would result in him receiving a greater after tax amount than he would have received had he been paid the full amount and then paid the excise tax. If Mr. Foss would receive a greater after tax amount if his payout were cut back to avoid the excise tax, his payments on change of control would be reduced. In the event that Mr. Foss’ payments were considered parachute payments, the Company would lose the tax deduction for all amounts it paid to Mr. Foss above the “base amount” as defined in the Internal Revenue Code.
|
(a)
|
Only Mr. Sutherland has attained the eligible retirement age of 60 under the 2007 Stock Plan and the 2013 Stock Plan. Therefore, the accelerated vesting for equity awards on retirement would apply only to Mr. Sutherland.
|
(b)
|
Included in the amount paid to Mr. Sutherland over time upon a change of control is $5,143,403 which is the gross up amount to compensate him for excise tax imposed.
|
(c)
|
Included in Mr. Sutherland’s perquisites: (i) in the case of termination without cause, are basic medical and life insurance coverage and a car allowance over an 18-month severance period; and (ii) in the case of a change of control, are health care, accident, disability and survivor insurance premiums for two years, a car allowance for eighteen months and outplacement benefits of 20% of his base salary.
|
(a)
|
Included in the amount paid to Ms. McKee over time upon a change of control is $4,182,412 which is the gross up amount to compensate her for excise tax imposed.
|
(b)
|
Included in Ms. McKee’s perquisites: (i) in the case of termination without cause, are basic life insurance coverage and a car allowance over an 18-month severance period; and (ii) in the case of a change of control, are health care, accident, disability and survivor insurance premiums for two years, a car allowance for 18 months, as well as outplacement benefits of 20% of her base salary.
|
(a)
|
Mr. Reynolds would incur excise tax if a change of control of the Company had occurred on October 3, 2014, as his payout would be considered a parachute payment. He is not entitled to a 280G gross up, but under the terms of his employment agreement, if his payout on a change of control would be considered a parachute payment, we would reduce his payments if that reduction (to avoid the excise tax) would result in him receiving a greater after tax amount than he would have received had he been paid the full amount and then paid the excise tax. If Mr. Reynolds would receive a greater after tax amount if his payout were cut back to avoid the excise tax, his payments on change of control would be reduced. In the event that Mr. Reynolds’ payments were considered parachute payments, the Company would lose the deduction for all amounts it paid to Mr. Reynolds above the “base amount” as defined in the Internal Revenue Code.
|
(b)
|
Included in Mr. Reynolds’ perquisites: (i) in the case of termination without cause, are basic medical and life insurance coverage and a car allowance over a 12-month severance period; and (ii) in the case of a change of control, are health care, accident, disability and survivor insurance premiums for two years, a car allowance for 12 months, and outplacement benefits of 20% of his base salary.
|
(10)
|
Included in Ms. Morrison’s perquisites, in the case of termination without cause, are basic medical and life insurance coverage and receipt of a car allowance over a 26-week severance period.
|
Name
|
|
Fees Earned or Paid in Cash
(1)
($)
|
|
Stock Awards
(2)
($)
|
|
Option Awards
(3)
($)
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
(4)
($)
|
|
All Other Compensation
(5)
($)
|
|
Total ($)
|
||||
Todd M. Abbrecht
|
|
80,707
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
1,231
|
|
|
231,938
|
Lawrence T. Babbio, Jr.
|
|
100,000
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
1,231
|
|
|
251,231
|
David A. Barr
|
|
80,707
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
1,166
|
|
|
223,993
|
Leonard S. Coleman, Jr.
|
|
100,000
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
1,231
|
|
|
251,231
|
Daniel J. Heinrich
|
|
88,587
|
|
142,120
|
|
|
—
|
|
|
—
|
|
|
1,166
|
|
|
231,873
|
Thomas H. Kean
|
|
11,685
|
|
—
|
|
|
—
|
|
|
351
|
|
|
—
|
|
|
12,036
|
James E. Ksansnak
|
|
120,000
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
1,231
|
|
|
271,231
|
Sanjeev Mehra
|
|
80,707
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
1,231
|
|
|
231,938
|
Stephen P. Murray
|
|
80,707
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
1,231
|
|
|
231,938
|
Joseph Neubauer
|
|
75,000
|
|
125,000
|
|
|
—
|
|
|
43,434
|
|
|
190,259
|
|
|
433,693
|
Stephen Sadove
|
|
88,587
|
|
142,120
|
|
|
—
|
|
|
—
|
|
|
1,166
|
|
|
231,873
|
(1)
|
Includes base director fees of $100,000, as well as chair fees of $20,000 for Mr. Ksansnak.
|
(2)
|
Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 with respect to the DSUs granted on December 11, 2013 (which had a grant date fair value of $20 per DSU) and February 4, 2014 (which had a grant date fair value of $24.99 per DSU). As of the end of fiscal 2014, directors held the following deferred stock units (including dividend equivalent units): Messrs. Babbio, Coleman, and Ksansnak each holds 62,343.6058 deferred stock units, Messrs. Abbrecht, Mehra, and Murray each holds 6,303.3124 deferred stock units. Messrs. Barr, Heinrich, and Sadove each holds 5,906.0787 deferred stock units. Mr. Neubauer holds 5,043.0532 deferred stock units. For additional information on the valuation assumptions and more discussion with respect to the stock options, refer to Note 10 to our audited consolidated financial statements.
|
(3)
|
As of the end of fiscal 2014, Mr. Neubauer held 486,249 outstanding stock options.
|
(4)
|
Includes amounts earned on deferred compensation in excess of 120% of the applicable federal rate, based upon the above-market return at the time the rate basis was set. Mr. Neubauer received interest on his balance in the Savings Incentive Retirement Plan until it was distributed to him in March and July 2014. Mr. Neubauer also receives interest on his deferred compensation that he deferred while he was an employee of the Company.
|
(5)
|
For directors other than Mr. Neubauer, consists of dividend equivalents accrued on deferred stock units as the value of dividends was not factored into the grant date fair value. With regard to Mr. Neubauer, includes dividend equivalents accrued on deferred stock units and his salary of $175,000 and his car allowance that he received as our employee through December 31, 2013. Also includes, with respect to Mr. Neubauer, company-paid premiums for health and welfare benefits equal to $10,933.
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(1)
|
|
Weighted average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance (excluding securities reflected in column (a))
|
|
Equity compensation plans approved by security holders:
|
|
29,125,725
|
|
2
|
$10.43
|
|
22,645,844
|
Equity compensation plans not approved by security holders:
|
|
--
|
|
|
--
|
|
--
|
Total
|
|
29,125,725
|
|
|
$10.43
|
|
22,645,844
|
(1)
|
Under the 2007 Plan, options, restricted stock units and restricted stock were granted to employees of or consultants to the Company. Deferred stock units were granted to directors of the Company under the 2007 Stock Plan. As of December 12, 2013, no further grants were made or may be made under the 2007 Stock Plan. Under the 2013 Stock Plan, options, stock appreciation rights, restricted shares, restricted stock units, shares and deferred stock units and dividend equivalent awards may be granted, but the 2013 Stock Plan does not separately segregate the shares used for each type of award. As of October 3, 2014, 22,645,844 shares were available for issuance under the 2013 Stock Plan. This column does not include 140,167 shares of restricted stock that have been granted subject to forfeiture under the 2007 Stock Plan.
|
(2)
|
In addition to shares issuable upon exercise of stock options, includes shares issuable upon the settlement of 228,703 deferred stock units and 2,770,275 restricted stock units issuable under the 2007 Stock Plan and the 2013 Stock Plan at a rate of one share for each unit. Also includes shares issuable upon the settlement of 499,337 performance stock units issued under the 2013 Stock Plan at the maximum 200% payout rate (998,674 shares). The deferred stock units, restricted stock units and performance stock units do not have an exercise price. Therefore, these awards are not included in the calculation of weighted average exercise price in column b.
|
|
|
|
|
Aramark
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ J
OSEPH
M
UNNELLY
|
|
|
|
|
Name:
|
|
Joseph Munnelly
|
|
|
|
|
Title:
|
|
Senior Vice President, Controller and Chief Accounting Officer
|
Name
|
|
Capacity
|
|
|
|
/s/ E
RIC
J.
F
OSS
|
|
Chief Executive Officer, President and Director
|
Eric J. Foss
|
|
|
|
|
|
/s/ L. F
REDERICK
S
UTHERLAND
|
|
Executive Vice President, Chief Financial Officer
|
L. Frederick Sutherland
|
|
(Principal Financial Officer)
|
|
|
|
/s/ J
OSEPH
M
UNNELLY
|
|
Senior Vice President, Controller and Chief Accounting Officer
|
Joseph Munnelly
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ J
OSEPH
N
EUBAUER
|
|
Chairman of the Board and Director
|
Joseph Neubauer
|
|
|
|
|
|
/s/ T
ODD
M. A
BBRECHT
|
|
Director
|
Todd M. Abbrecht
|
|
|
|
|
|
/s/ L
AWRENCE
T. B
ABBIO
, J
R
.
|
|
Director
|
Lawrence T. Babbio, Jr.
|
|
|
|
|
|
/s/ D
AVID
A. B
ARR
|
|
Director
|
David A. Barr
|
|
|
|
|
|
/s/ L
EONARD
S. C
OLEMAN
, J
R
.
|
|
Director
|
Leonard S. Coleman, Jr.
|
|
|
|
|
|
/s/ D
ANIEL
J. H
EINRICH
|
|
Director
|
Daniel J. Heinrich
|
|
|
|
|
|
/s/ J
AMES
E. K
SANSNAK
|
|
Director
|
James E. Ksansnak
|
|
|
|
|
|
/s/ S
ANJEEV
M
EHRA
|
|
Director
|
Sanjeev Mehra
|
|
|
|
|
|
/s/ S
TEPHEN
P. M
URRAY
|
|
Director
|
Stephen P. Murray
|
|
|
|
|
|
/s/ S
TEPHEN
S
ADOVE
|
|
Director
|
Stephen Sadove
|
|
|
|
|
|
Page
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
/s/ KPMG LLP
|
|
Philadelphia, Pennsylvania
|
December 2, 2014
|
|
October 3, 2014
|
|
September 27, 2013
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
111,690
|
|
|
$
|
110,998
|
|
Receivables (less allowances: 2014 - $37,381; 2013 - $34,676)
|
1,582,431
|
|
|
1,405,843
|
|
||
Inventories
|
553,815
|
|
|
541,972
|
|
||
Prepayments and other current assets
|
217,040
|
|
|
228,352
|
|
||
Total current assets
|
2,464,976
|
|
|
2,287,165
|
|
||
Property and Equipment, at cost:
|
|
|
|
||||
Land, buildings and improvements
|
610,569
|
|
|
611,591
|
|
||
Service equipment and fixtures
|
1,745,146
|
|
|
1,642,395
|
|
||
|
2,355,715
|
|
|
2,253,986
|
|
||
Less - Accumulated depreciation
|
(1,358,384
|
)
|
|
(1,276,663
|
)
|
||
|
997,331
|
|
|
977,323
|
|
||
Goodwill
|
4,589,680
|
|
|
4,619,987
|
|
||
Other Intangible Assets
|
1,252,741
|
|
|
1,408,764
|
|
||
Other Assets
|
1,150,965
|
|
|
973,867
|
|
||
|
$
|
10,455,693
|
|
|
$
|
10,267,106
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term borrowings
|
$
|
89,805
|
|
|
$
|
65,841
|
|
Accounts payable
|
986,240
|
|
|
888,969
|
|
||
Accrued payroll and related expenses
|
532,160
|
|
|
555,894
|
|
||
Accrued expenses and other current liabilities
|
770,668
|
|
|
878,549
|
|
||
Total current liabilities
|
2,378,873
|
|
|
2,389,253
|
|
||
Long-Term Borrowings
|
5,355,789
|
|
|
5,758,229
|
|
||
Deferred Income Taxes and Other Noncurrent Liabilities
|
993,118
|
|
|
1,047,002
|
|
||
Common Stock Subject to Repurchase and Other
|
9,877
|
|
|
168,915
|
|
||
Stockholders' Equity:
|
|
|
|
||||
Common stock, par value $.01 (authorized: 600,000,000 shares; issued: 2014—256,086,839 shares and 2013—219,585,247;
and outstanding: 2014—233,910,487 and 2013—201,798,518)
|
2,561
|
|
|
2,194
|
|
||
Capital surplus
|
2,575,011
|
|
|
1,693,663
|
|
||
Accumulated deficit
|
(382,463
|
)
|
|
(479,233
|
)
|
||
Accumulated other comprehensive loss
|
(106,298
|
)
|
|
(59,225
|
)
|
||
Treasury stock (shares held in treasury: 2014—22,176,352 shares and 2013—17,786,729)
|
(370,775
|
)
|
|
(253,692
|
)
|
||
Total stockholders' equity
|
1,718,036
|
|
|
903,707
|
|
||
|
$
|
10,455,693
|
|
|
$
|
10,267,106
|
|
|
Fiscal Year Ended
|
||||||||||
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||
Sales
|
$
|
14,832,913
|
|
|
$
|
13,945,657
|
|
|
$
|
13,505,426
|
|
Costs and Expenses:
|
|
|
|
|
|
||||||
Cost of services provided
|
13,363,918
|
|
|
12,661,145
|
|
|
12,191,419
|
|
|||
Depreciation and amortization
|
521,581
|
|
|
542,136
|
|
|
529,213
|
|
|||
Selling and general corporate expenses
|
382,851
|
|
|
227,902
|
|
|
203,019
|
|
|||
|
14,268,350
|
|
|
13,431,183
|
|
|
12,923,651
|
|
|||
Operating income
|
564,563
|
|
|
514,474
|
|
|
581,775
|
|
|||
Interest and Other Financing Costs, net
|
334,886
|
|
|
423,845
|
|
|
456,807
|
|
|||
Income from Continuing Operations Before Income Taxes
|
229,677
|
|
|
90,629
|
|
|
124,968
|
|
|||
Provision for Income Taxes
|
80,218
|
|
|
19,233
|
|
|
18,066
|
|
|||
Income from Continuing Operations
|
149,459
|
|
|
71,396
|
|
|
106,902
|
|
|||
Income (loss) from Discontinued Operations, net of tax
|
—
|
|
|
(1,030
|
)
|
|
297
|
|
|||
Net income
|
149,459
|
|
|
70,366
|
|
|
107,199
|
|
|||
Less: Net income attributable to noncontrolling interests
|
503
|
|
|
1,010
|
|
|
3,648
|
|
|||
Net income attributable to Aramark stockholders
|
$
|
148,956
|
|
|
$
|
69,356
|
|
|
$
|
103,551
|
|
|
|
|
|
|
|
||||||
Earnings per share attributable to Aramark stockholders:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Income from Continuing Operations
|
$
|
0.66
|
|
|
$
|
0.35
|
|
|
$
|
0.51
|
|
Income (loss) from Discontinued Operations
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|||
|
$
|
0.66
|
|
|
$
|
0.34
|
|
|
$
|
0.51
|
|
Diluted:
|
|
|
|
|
|
||||||
Income from Continuing Operations
|
$
|
0.63
|
|
|
$
|
0.34
|
|
|
$
|
0.49
|
|
Income (loss) from Discontinued Operations
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|||
|
$
|
0.63
|
|
|
$
|
0.33
|
|
|
$
|
0.49
|
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
||||||
Basic
|
225,866
|
|
|
201,916
|
|
|
203,211
|
|
|||
Diluted
|
237,451
|
|
|
209,370
|
|
|
209,707
|
|
|
Fiscal Year Ended
|
||||||||||
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||
Net income
|
$
|
149,459
|
|
|
$
|
70,366
|
|
|
$
|
107,199
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Pension plan adjustments
|
(13,596
|
)
|
|
19,745
|
|
|
(16,208
|
)
|
|||
Foreign currency translation adjustments
|
(31,281
|
)
|
|
(17,142
|
)
|
|
(4,368
|
)
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
(Losses) on cash flow hedges
|
(17,626
|
)
|
|
(5,281
|
)
|
|
(18,091
|
)
|
|||
Reclassification adjustments
|
15,430
|
|
|
14,393
|
|
|
53,067
|
|
|||
Share of equity investee's comprehensive income (loss)
|
—
|
|
|
2,805
|
|
|
(10,800
|
)
|
|||
Other comprehensive income (loss), net of tax
|
(47,073
|
)
|
|
14,520
|
|
|
3,600
|
|
|||
Comprehensive income
|
102,386
|
|
|
84,886
|
|
|
110,799
|
|
|||
Less: Net income attributable to noncontrolling interests
|
503
|
|
|
1,010
|
|
|
3,648
|
|
|||
Comprehensive income attributable to Aramark stockholders
|
$
|
101,883
|
|
|
$
|
83,876
|
|
|
$
|
107,151
|
|
|
Fiscal Year Ended
|
||||||||||
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
149,459
|
|
|
$
|
70,366
|
|
|
$
|
107,199
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
521,581
|
|
|
542,136
|
|
|
529,213
|
|
|||
Income taxes deferred
|
37,372
|
|
|
(17,791
|
)
|
|
(66,613
|
)
|
|||
Share-based compensation expense
|
96,332
|
|
|
19,417
|
|
|
15,678
|
|
|||
Changes in noncash working capital:
|
|
|
|
|
|
||||||
Receivables
|
(226,756
|
)
|
|
(108,583
|
)
|
|
(45,190
|
)
|
|||
Inventories
|
(19,810
|
)
|
|
(34,950
|
)
|
|
(50,324
|
)
|
|||
Prepayments
|
(77,609
|
)
|
|
(49,224
|
)
|
|
38,267
|
|
|||
Accounts payable
|
9,657
|
|
|
74,462
|
|
|
83,981
|
|
|||
Accrued expenses
|
(113,193
|
)
|
|
161,441
|
|
|
16,495
|
|
|||
Changes in other noncurrent liabilities
|
(9,034
|
)
|
|
(26,506
|
)
|
|
4,569
|
|
|||
Changes in other assets
|
10,123
|
|
|
30,581
|
|
|
43,038
|
|
|||
Other operating activities
|
20,037
|
|
|
34,558
|
|
|
15,448
|
|
|||
Net cash provided by operating activities
|
398,159
|
|
|
695,907
|
|
|
691,761
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment, client contract investments and other
|
(545,194
|
)
|
|
(392,932
|
)
|
|
(354,542
|
)
|
|||
Disposals of property and equipment
|
28,494
|
|
|
11,298
|
|
|
11,666
|
|
|||
Proceeds from divestitures
|
24,000
|
|
|
919
|
|
|
6,479
|
|
|||
Acquisition of certain businesses:
|
|
|
|
|
|
||||||
Working capital other than cash acquired
|
(540
|
)
|
|
(547
|
)
|
|
(8,415
|
)
|
|||
Property and equipment
|
(6,681
|
)
|
|
(183
|
)
|
|
(18,905
|
)
|
|||
Additions to goodwill, other intangible assets and other assets, net
|
(14,235
|
)
|
|
(21,836
|
)
|
|
(124,427
|
)
|
|||
Other investing activities
|
8,934
|
|
|
17,893
|
|
|
6,568
|
|
|||
Net cash used in investing activities
|
(505,222
|
)
|
|
(385,388
|
)
|
|
(481,576
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from long-term borrowings
|
1,570,818
|
|
|
3,080,464
|
|
|
3,449
|
|
|||
Payments of long-term borrowings
|
(1,978,606
|
)
|
|
(3,314,853
|
)
|
|
(288,940
|
)
|
|||
Net change in funding under the Receivables Facility
|
50,000
|
|
|
36,200
|
|
|
37,895
|
|
|||
Payments of dividends
|
(52,186
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from initial public offering, net
|
524,081
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of common stock
|
4,408
|
|
|
5,597
|
|
|
11,258
|
|
|||
Distribution in connection with spin-off of Seamless
|
—
|
|
|
(47,352
|
)
|
|
—
|
|
|||
Repurchase of common stock
|
(4,730
|
)
|
|
(42,399
|
)
|
|
(37,704
|
)
|
|||
Other financing activities
|
(6,030
|
)
|
|
(53,926
|
)
|
|
(12,785
|
)
|
|||
Net cash provided by (used in) financing activities
|
107,755
|
|
|
(336,269
|
)
|
|
(286,827
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
692
|
|
|
(25,750
|
)
|
|
(76,642
|
)
|
|||
Cash and cash equivalents, beginning of period
|
110,998
|
|
|
136,748
|
|
|
213,390
|
|
|||
Cash and cash equivalents, end of period
|
$
|
111,690
|
|
|
$
|
110,998
|
|
|
$
|
136,748
|
|
|
Total
|
|
Total
Aramark Stockholders'
Equity
|
|
Common
Stock |
|
Capital
Surplus |
|
Accumulated Deficit
|
|
Accumulated
Other
Comprehensive
Loss |
|
Treasury Stock
|
|
Noncontrolling
Interest |
||||||||||||||||
Balance, September 30, 2011
|
$
|
882,465
|
|
|
$
|
850,686
|
|
|
$
|
2,123
|
|
|
$
|
1,593,711
|
|
|
$
|
(548,030
|
)
|
|
$
|
(77,345
|
)
|
|
$
|
(119,773
|
)
|
|
$
|
31,779
|
|
Net income
|
106,076
|
|
|
103,551
|
|
|
|
|
|
|
103,551
|
|
|
|
|
|
|
2,525
|
|
||||||||||||
Other comprehensive income
|
3,600
|
|
|
3,600
|
|
|
|
|
|
|
|
|
3,600
|
|
|
|
|
|
|||||||||||||
Capital contributions from issuance of common stock
|
31,636
|
|
|
31,636
|
|
|
36
|
|
|
31,600
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation expense related to stock incentive plans
|
15,678
|
|
|
15,678
|
|
|
|
|
15,678
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Tax benefits related to stock incentive plans
|
4,539
|
|
|
4,539
|
|
|
|
|
4,539
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Increase in common stock subject to repurchase obligation, net
|
(9,400
|
)
|
|
(9,400
|
)
|
|
|
|
(9,400
|
)
|
|
|
|
|
|
|
|
|
|||||||||||||
Repurchases of common stock
|
(67,273
|
)
|
|
(67,273
|
)
|
|
|
|
|
|
|
|
|
|
(67,273
|
)
|
|
|
|||||||||||||
Distributions to noncontrolling interest
|
(457
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
(457
|
)
|
|||||||||||||
Balance, September 28, 2012
|
$
|
966,864
|
|
|
$
|
933,017
|
|
|
$
|
2,159
|
|
|
$
|
1,636,128
|
|
|
$
|
(444,479
|
)
|
|
$
|
(73,745
|
)
|
|
$
|
(187,046
|
)
|
|
$
|
33,847
|
|
Net income
|
69,572
|
|
|
69,356
|
|
|
|
|
|
|
69,356
|
|
|
|
|
|
|
216
|
|
||||||||||||
Other comprehensive income
|
14,520
|
|
|
14,520
|
|
|
|
|
|
|
|
|
14,520
|
|
|
|
|
|
|||||||||||||
Capital contributions from issuance of common stock
|
24,559
|
|
|
24,559
|
|
|
35
|
|
|
24,524
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation expense related to stock incentive plans
|
19,417
|
|
|
19,417
|
|
|
|
|
19,417
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Tax benefits related to stock incentive plans
|
4,841
|
|
|
4,841
|
|
|
|
|
4,841
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Decrease in common stock subject to repurchase obligation, net
|
8,753
|
|
|
8,753
|
|
|
|
|
8,753
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Repurchases of common stock
|
(66,646
|
)
|
|
(66,646
|
)
|
|
|
|
|
|
|
|
|
|
(66,646
|
)
|
|
|
|||||||||||||
Distributions of Seamless
|
(138,173
|
)
|
|
(104,110
|
)
|
|
|
|
|
|
(104,110
|
)
|
|
|
|
|
|
(34,063
|
)
|
||||||||||||
Balance, September 27, 2013
|
$
|
903,707
|
|
|
$
|
903,707
|
|
|
$
|
2,194
|
|
|
$
|
1,693,663
|
|
|
$
|
(479,233
|
)
|
|
$
|
(59,225
|
)
|
|
$
|
(253,692
|
)
|
|
$
|
—
|
|
|
Total
Stockholders'
Equity
|
|
Common
Stock |
|
Capital
Surplus |
|
Accumulated Deficit
|
|
Accumulated
Other
Comprehensive
Loss |
|
Treasury Stock
|
|
||||||||||||
Balance, September 27, 2013
|
$
|
903,707
|
|
|
$
|
2,194
|
|
|
$
|
1,693,663
|
|
|
$
|
(479,233
|
)
|
|
$
|
(59,225
|
)
|
|
$
|
(253,692
|
)
|
|
Net income attributable to Aramark stockholders
|
148,956
|
|
|
|
|
|
|
148,956
|
|
|
|
|
|
|
||||||||||
Other comprehensive (loss)
|
(47,073
|
)
|
|
|
|
|
|
|
|
(47,073
|
)
|
|
|
|
||||||||||
Capital contributions from issuance of common stock
|
62,087
|
|
|
87
|
|
|
62,000
|
|
|
|
|
|
|
|
|
|||||||||
Capital contributions from initial public offering
|
524,081
|
|
|
280
|
|
|
523,801
|
|
|
|
|
|
|
|
|
|||||||||
Compensation expense related to stock incentive plans
|
96,332
|
|
|
|
|
96,332
|
|
|
|
|
|
|
|
|
||||||||||
Tax benefits related to stock incentive plans
|
40,507
|
|
|
|
|
40,507
|
|
|
|
|
|
|
|
|
||||||||||
Change due to termination of provision in Stockholders' Agreement (see Note 9)
|
158,708
|
|
|
|
|
158,708
|
|
|
|
|
|
|
|
|
||||||||||
Repurchases of common stock
|
(117,083
|
)
|
|
|
|
|
|
|
|
|
|
(117,083
|
)
|
|
||||||||||
Payments of dividends
|
(52,186
|
)
|
|
|
|
|
|
(52,186
|
)
|
|
|
|
|
|
||||||||||
Balance, October 3, 2014
|
$
|
1,718,036
|
|
|
$
|
2,561
|
|
|
$
|
2,575,011
|
|
|
$
|
(382,463
|
)
|
|
$
|
(106,298
|
)
|
|
$
|
(370,775
|
)
|
|
|
Fiscal Year Ended
|
||||||||||||||||||||||
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||||||||||||||
|
Pre-Tax Amount
|
Tax Effect
|
After-Tax Amount
|
|
Pre-Tax Amount
|
Tax Effect
|
After-Tax Amount
|
|
Pre-Tax Amount
|
Tax Effect
|
After-Tax Amount
|
||||||||||||
Net income
|
|
|
$
|
149,459
|
|
|
|
|
$
|
70,366
|
|
|
|
|
$
|
107,199
|
|
||||||
Pension plan adjustments
|
(17,640
|
)
|
4,044
|
|
(13,596
|
)
|
|
29,943
|
|
(10,198
|
)
|
19,745
|
|
|
(24,854
|
)
|
8,646
|
|
(16,208
|
)
|
|||
Foreign currency translation adjustments
|
(37,246
|
)
|
5,965
|
|
(31,281
|
)
|
|
(30,832
|
)
|
13,690
|
|
(17,142
|
)
|
|
(7,052
|
)
|
2,684
|
|
(4,368
|
)
|
|||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gains (losses) on cash flow hedges
|
(29,201
|
)
|
11,575
|
|
(17,626
|
)
|
|
(8,881
|
)
|
3,600
|
|
(5,281
|
)
|
|
(29,199
|
)
|
11,108
|
|
(18,091
|
)
|
|||
Reclassification adjustments
|
25,921
|
|
(10,491
|
)
|
15,430
|
|
|
23,768
|
|
(9,375
|
)
|
14,393
|
|
|
86,372
|
|
(33,305
|
)
|
53,067
|
|
|||
Share of equity investee's comprehensive loss
|
—
|
|
—
|
|
—
|
|
|
4,315
|
|
(1,510
|
)
|
2,805
|
|
|
(18,000
|
)
|
7,200
|
|
(10,800
|
)
|
|||
Other comprehensive income (loss)
|
(58,166
|
)
|
11,093
|
|
(47,073
|
)
|
|
18,313
|
|
(3,793
|
)
|
14,520
|
|
|
7,267
|
|
(3,667
|
)
|
3,600
|
|
|||
Comprehensive income
|
|
|
102,386
|
|
|
|
|
84,886
|
|
|
|
|
110,799
|
|
|||||||||
Less: Net income attributable to noncontrolling interests
|
|
|
503
|
|
|
|
|
1,010
|
|
|
|
|
3,648
|
|
|||||||||
Comprehensive income attributable to Aramark stockholders
|
|
|
$
|
101,883
|
|
|
|
|
$
|
83,876
|
|
|
|
|
$
|
107,151
|
|
|
October 3, 2014
|
|
September 27, 2013
|
||||
Pension plan adjustments
|
$
|
(44,119
|
)
|
|
$
|
(30,523
|
)
|
Foreign currency translation adjustments
|
(27,994
|
)
|
|
3,287
|
|
||
Cash flow hedges
|
(26,190
|
)
|
|
(23,994
|
)
|
||
Share of equity investee's Accumulated Other Comprehensive loss
|
(7,995
|
)
|
|
(7,995
|
)
|
||
|
$
|
(106,298
|
)
|
|
$
|
(59,225
|
)
|
|
|
October 3, 2014
|
|
September 27, 2013
|
||
Food
|
|
39.3
|
%
|
|
40.4
|
%
|
Career apparel and linens
|
|
57.9
|
%
|
|
56.5
|
%
|
Parts, supplies and novelties
|
|
2.8
|
%
|
|
3.1
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
October 3, 2014
|
|
September 27, 2013
|
|
|
||||||
Current assets
|
$
|
376,914
|
|
|
$
|
353,240
|
|
|
|
||
Noncurrent assets
|
154,510
|
|
|
169,469
|
|
|
|
||||
Current liabilities
|
302,230
|
|
|
291,926
|
|
|
|
||||
Noncurrent liabilities
|
52,489
|
|
|
50,880
|
|
|
|
||||
|
|
|
|
|
|
||||||
|
Fiscal Year Ended
|
||||||||||
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||
Sales
|
$
|
1,552,250
|
|
|
$
|
1,693,598
|
|
|
$
|
1,916,620
|
|
Gross profit
|
174,194
|
|
|
192,857
|
|
|
222,033
|
|
|||
Net income
|
26,869
|
|
|
29,236
|
|
|
39,174
|
|
|
|
Fiscal Year Ended
|
||||||||||
(dollars in millions)
|
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||
Interest paid
|
|
$
|
348.5
|
|
|
$
|
350.6
|
|
|
$
|
422.5
|
|
Income taxes paid
|
|
$
|
55.8
|
|
|
$
|
74.8
|
|
|
$
|
82.5
|
|
•
|
During fiscal
2014
, fiscal
2013
and fiscal
2012
, the Company executed capital lease transactions. The present value of the future rental obligations was approximately
$16.6 million
,
$16.1 million
and
$17.0 million
for the respective periods, which is included in property and equipment and long-term borrowings.
|
•
|
During fiscal
2014
, fiscal
2013
and fiscal
2012
, approximately
$0.6 million
,
$3.5 million
and
$6.7 million
of common stock of the Company was repurchased through the issuance of promissory notes, respectively.
|
•
|
During fiscal
2014
, fiscal
2013
and fiscal
2012
, cashless settlements of the exercise price and related employee minimum tax withholding liabilities of share-based payment awards were approximately
$116.3 million
,
$26.9 million
and
$27.0 million
, respectively.
|
•
|
Obligations related to client contract investments of approximately
$57.2 million
that were unpaid as of October 3,
2014
are included in other assets and accounts payable.
|
(in millions)
|
September 27, 2013
|
|
Net Charges
|
|
Payments and Other
|
|
October 3, 2014
|
||||||
Severance and Related Costs Accrual
|
|
$46.7
|
|
|
21.3
|
|
|
(27.3
|
)
|
|
|
$40.7
|
|
Segment
|
September 27, 2013
|
|
Acquisitions and
Divestitures |
|
Translation
|
|
October 3, 2014
|
||||||||
FSS North America
|
$
|
3,595,048
|
|
|
$
|
(11,165
|
)
|
|
$
|
(227
|
)
|
|
$
|
3,583,656
|
|
FSS International
|
451,154
|
|
|
—
|
|
|
(19,909
|
)
|
|
431,245
|
|
||||
Uniform
|
573,785
|
|
|
994
|
|
|
—
|
|
|
574,779
|
|
||||
|
$
|
4,619,987
|
|
|
$
|
(10,171
|
)
|
|
$
|
(20,136
|
)
|
|
$
|
4,589,680
|
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||||||||||||||||
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||||||||
Customer relationship assets
|
$
|
1,885,222
|
|
|
$
|
(1,386,248
|
)
|
|
$
|
498,974
|
|
|
$
|
1,892,484
|
|
|
$
|
(1,242,578
|
)
|
|
$
|
649,906
|
|
Trade names
|
755,400
|
|
|
(1,633
|
)
|
|
753,767
|
|
|
760,491
|
|
|
(1,633
|
)
|
|
758,858
|
|
||||||
|
$
|
2,640,622
|
|
|
$
|
(1,387,881
|
)
|
|
$
|
1,252,741
|
|
|
$
|
2,652,975
|
|
|
$
|
(1,244,211
|
)
|
|
$
|
1,408,764
|
|
2015
|
$
|
133,428
|
|
2016
|
$
|
97,451
|
|
2017
|
$
|
73,997
|
|
2018
|
$
|
50,732
|
|
2019
|
$
|
41,186
|
|
|
|
October 3,
2014 |
|
September 27,
2013 |
||||
Senior secured revolving credit facility
|
|
$
|
—
|
|
|
$
|
10,000
|
|
Senior secured term loan facility, due July 2016
|
|
74,884
|
|
|
3,032,349
|
|
||
Senior secured term loan facility, due September 2019
|
|
1,351,189
|
|
|
1,393,559
|
|
||
Senior secured term loan facility, due February 2021
|
|
2,559,925
|
|
|
—
|
|
||
5.75% senior notes, due March 2020
|
|
1,000,000
|
|
|
1,000,000
|
|
||
Receivables Facility, due May 2017
|
|
350,000
|
|
|
300,000
|
|
||
Capital leases
|
|
54,420
|
|
|
52,385
|
|
||
Other
|
|
55,176
|
|
|
35,777
|
|
||
|
|
5,445,594
|
|
|
5,824,070
|
|
||
Less—current portion
|
|
(89,805
|
)
|
|
(65,841
|
)
|
||
|
|
$
|
5,355,789
|
|
|
$
|
5,758,229
|
|
•
|
A U.S. dollar denominated term loan to Aramark Services, Inc. in the amount of
$1,351.2 million
(due 2019) and
$2,128.8 million
(due 2021);
|
•
|
A U.S. dollar denominated term loan to a Canadian subsidiary in the amount of
$74.9 million
(due 2016);
|
•
|
A yen denominated term loan to Aramark Services, Inc. in the amount of
¥5,017.2 million
(due 2021);
|
•
|
A Canadian dollar denominated term loan to a Canadian subsidiary in the amount of CAD
29.9 million
(due 2021);
|
•
|
A euro denominated term loan to an Irish subsidiary in an amount of
€138.7 million
(due 2021); and
|
•
|
A sterling denominated term loan to a U.K. subsidiary in an amount of
£113.9 million
(due 2021);
|
•
|
A revolving credit facility available for loans in U.S. dollars to Aramark Services, Inc. with aggregate commitments of
$720 million
(
$680 million
with a final maturity of February 24, 2019 and
$40 million
with a final maturity of January 26, 2015); and
|
•
|
A revolving credit facility available for loans in Canadian dollars or U.S. dollars to Aramark Services, Inc. or a Canadian subsidiary with aggregate commitments of
$50 million
(due February 24, 2019).
|
•
|
50%
of Aramark Services, Inc.’s annual excess cash flow (as defined in the senior secured credit agreement) with stepdowns to
25%
and
0%
upon Aramark Services, Inc.’s reaching a certain consolidated leverage ratio threshold;
|
•
|
100%
of the net cash proceeds of all nonordinary course asset sales or other dispositions of property subject to certain exceptions and customary reinvestment rights; and
|
•
|
100%
of the net cash proceeds of any incurrence of debt, including debt incurred by any business securitization subsidiary in respect of any business securitization facility, but excluding proceeds from the receivables facilities and other debt permitted under the senior secured credit agreement.
|
2015
|
$
|
89,805
|
|
2016
|
$
|
116,750
|
|
2017
|
$
|
391,664
|
|
2018
|
$
|
48,011
|
|
2019
|
$
|
1,363,475
|
|
Thereafter
|
$
|
3,454,928
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||
Interest expense
|
|
$
|
334,442
|
|
|
$
|
425,625
|
|
|
$
|
459,083
|
|
Interest income
|
|
(4,338
|
)
|
|
(6,430
|
)
|
|
(5,477
|
)
|
|||
Other financing costs
|
|
4,782
|
|
|
4,650
|
|
|
3,201
|
|
|||
Total
|
|
$
|
334,886
|
|
|
$
|
423,845
|
|
|
$
|
456,807
|
|
|
Fiscal Year Ended
|
||||||||||
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||
Interest rate swap agreements
|
$
|
854
|
|
|
$
|
7,598
|
|
|
$
|
28,147
|
|
Cross currency swap agreements
|
(3,050
|
)
|
|
1,514
|
|
|
5,580
|
|
|||
Natural gas hedge agreements
|
—
|
|
|
—
|
|
|
113
|
|
|||
|
$
|
(2,196
|
)
|
|
$
|
9,112
|
|
|
$
|
33,840
|
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
Account
|
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||
Designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swap agreements
|
|
Interest Expense
|
|
$
|
31,511
|
|
|
$
|
23,479
|
|
|
$
|
66,260
|
|
Cross currency swap agreements
|
|
Interest Expense
|
|
(5,590
|
)
|
|
289
|
|
|
18,048
|
|
|||
Natural gas hedge agreements
|
|
Cost of services provided
|
|
—
|
|
|
—
|
|
|
396
|
|
|||
|
|
|
|
$
|
25,921
|
|
|
$
|
23,768
|
|
|
$
|
84,704
|
|
Not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Cross currency swap agreements
|
|
Interest Expense
|
|
$
|
(5,111
|
)
|
|
$
|
181
|
|
|
$
|
—
|
|
Gasoline and diesel fuel agreements
|
|
Cost of services provided
|
|
1,696
|
|
|
7
|
|
|
24
|
|
|||
Foreign currency forward exchange contracts
|
|
Interest Expense
|
|
3,644
|
|
|
2,697
|
|
|
(265
|
)
|
|||
|
|
|
|
229
|
|
|
2,885
|
|
|
(241
|
)
|
|||
|
|
|
|
$
|
26,150
|
|
|
$
|
26,653
|
|
|
$
|
84,463
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||
Service cost
|
|
$
|
9,550
|
|
|
$
|
11,045
|
|
|
$
|
9,961
|
|
Interest cost
|
|
13,571
|
|
|
12,693
|
|
|
13,001
|
|
|||
Expected return on plan assets
|
|
(16,544
|
)
|
|
(14,256
|
)
|
|
(12,521
|
)
|
|||
Settlements
|
|
527
|
|
|
308
|
|
|
467
|
|
|||
Amortization of prior service cost
|
|
52
|
|
|
119
|
|
|
6
|
|
|||
Recognized net (gain) loss
|
|
1,131
|
|
|
3,436
|
|
|
2,392
|
|
|||
Net periodic pension cost
|
|
$
|
8,287
|
|
|
$
|
13,345
|
|
|
$
|
13,306
|
|
Change in benefit obligation:
|
|
October 3, 2014
|
|
September 27, 2013
|
||||
Benefit obligation, beginning
|
|
$
|
296,389
|
|
|
$
|
306,810
|
|
Foreign currency translation
|
|
(17,401
|
)
|
|
(7,641
|
)
|
||
Service cost
|
|
9,550
|
|
|
11,045
|
|
||
Interest cost
|
|
13,571
|
|
|
12,693
|
|
||
Employee contributions
|
|
2,978
|
|
|
2,954
|
|
||
Actuarial loss (gain)
|
|
38,274
|
|
|
(12,958
|
)
|
||
Benefits paid
|
|
(13,529
|
)
|
|
(15,172
|
)
|
||
Settlements and curtailments
|
|
(3,103
|
)
|
|
(1,342
|
)
|
||
Benefit obligation, end
|
|
$
|
326,729
|
|
|
$
|
296,389
|
|
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets, beginning
|
|
$
|
248,679
|
|
|
$
|
222,272
|
|
Foreign currency translation
|
|
(14,451
|
)
|
|
(5,359
|
)
|
||
Employer contributions
|
|
23,769
|
|
|
19,731
|
|
||
Employee contributions
|
|
2,978
|
|
|
2,954
|
|
||
Actual return on plan assets
|
|
32,596
|
|
|
25,890
|
|
||
Benefits paid
|
|
(13,529
|
)
|
|
(15,172
|
)
|
||
Settlements
|
|
(3,108
|
)
|
|
(1,637
|
)
|
||
Fair value of plan assets, end
|
|
$
|
276,934
|
|
|
$
|
248,679
|
|
|
|
|
|
|
||||
Funded Status at end of year
|
|
$
|
(49,795
|
)
|
|
$
|
(47,710
|
)
|
|
|
October 3, 2014
|
|
September 27, 2013
|
||||
Current benefit liability (included in Accrued expenses and other current liabilities)
|
|
$
|
(955
|
)
|
|
$
|
(924
|
)
|
Noncurrent benefit liability (included in Other Noncurrent Liabilities)
|
|
$
|
(48,840
|
)
|
|
$
|
(46,786
|
)
|
Net actuarial loss (gain) (included in Accumulated other comprehensive (income) loss before taxes)
|
|
$
|
65,104
|
|
|
$
|
47,456
|
|
Prior service cost (included in Accumulated other comprehensive (income) loss before taxes)
|
|
$
|
36
|
|
|
$
|
44
|
|
|
|
October 3, 2014
|
|
September 27, 2013
|
||
Discount rate
|
|
4.6
|
%
|
|
4.2
|
%
|
Rate of compensation increase
|
|
3.3
|
%
|
|
3.4
|
%
|
Long-term rate of return on assets
|
|
6.6
|
%
|
|
6.7
|
%
|
|
|
October 3, 2014
|
|
September 27, 2013
|
||
Discount rate
|
|
4.0
|
%
|
|
4.6
|
%
|
Rate of compensation increase
|
|
3.3
|
%
|
|
3.3
|
%
|
|
|
October 3, 2014
|
|
September 27, 2013
|
||||
Projected benefit obligation
|
|
$
|
148,459
|
|
|
$
|
166,798
|
|
Accumulated benefit obligation
|
|
144,165
|
|
|
160,798
|
|
||
Fair value of plan assets
|
|
109,789
|
|
|
131,392
|
|
|
|
October 3, 2014
|
|
Quoted prices in
active markets
Level 1
|
|
Significant other
observable inputs
Level 2
|
|
Significant
unobservable inputs
Level 3
|
||||||||
Cash and cash equivalents and other
|
|
$
|
697
|
|
|
$
|
697
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment funds:
|
|
|
|
|
|
|
|
|
||||||||
Pooled funds—equity
|
|
168,605
|
|
|
—
|
|
|
168,605
|
|
|
—
|
|
||||
Pooled funds—fixed income
|
|
98,951
|
|
|
—
|
|
|
98,951
|
|
|
—
|
|
||||
Real estate
|
|
8,681
|
|
|
—
|
|
|
—
|
|
|
8,681
|
|
||||
Total
|
|
$
|
276,934
|
|
|
$
|
697
|
|
|
$
|
267,556
|
|
|
$
|
8,681
|
|
|
|
September 27, 2013
|
|
Quoted prices in
active markets
Level 1
|
|
Significant other
observable inputs
Level 2
|
|
Significant
unobservable inputs
Level 3
|
||||||||
Cash and cash equivalents and other
|
|
$
|
2,394
|
|
|
$
|
2,394
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment funds:
|
|
|
|
|
|
|
|
|
||||||||
Pooled funds—equity
|
|
157,372
|
|
|
—
|
|
|
157,372
|
|
|
—
|
|
||||
Pooled funds—fixed income
|
|
88,913
|
|
|
—
|
|
|
88,913
|
|
|
—
|
|
||||
Total
|
|
$
|
248,679
|
|
|
$
|
2,394
|
|
|
$
|
246,285
|
|
|
$
|
—
|
|
|
|
||
Fiscal 2015
|
$
|
11,617
|
|
Fiscal 2016
|
$
|
12,188
|
|
Fiscal 2017
|
$
|
12,865
|
|
Fiscal 2018
|
$
|
13,495
|
|
Fiscal 2019
|
$
|
13,241
|
|
Fiscal 2020 – 2024
|
$
|
74,611
|
|
a.
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
b.
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
c.
|
If the Company chooses to stop participating in some of its multiemployer plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
Pension
Fund
|
EIN/Pension
Plan Number
|
Pension Protection
Act Zone Status
|
FIP/RP Status Pending/ Implemented
|
Contributions by the Company
(in thousands)
|
|
Range of Expiration Dates of CBAs
|
|||||||||
2014
|
2013
|
2014
|
2013
|
2012
|
Surcharge
Imposed
|
||||||||||
National Retirement Fund
|
13-6130178/ 001
|
Red
|
Red
|
Implemented
|
$
|
6,304
|
|
$
|
6,011
|
|
$
|
4,868
|
|
No
|
10/31/2012- 6/30/2018
|
Service Employees Pension Fund of Upstate New York (1)
|
16-0908576/ 001
|
Red
|
Red
|
Implemented
|
440
|
|
360
|
|
247
|
|
No
|
9/30/2014- 6/30/2015
|
|||
Local 1102 Retirement Trust (2)
|
13-1847329/ 001
|
Red
|
Red
|
Implemented
|
334
|
|
275
|
|
201
|
|
No
|
6/30/2013- 6/30/2015
|
|||
Central States SE and SW Areas Pension Plan
|
36-6044243/ 001
|
Red
|
Red
|
Implemented
|
3,549
|
|
3,415
|
|
3,164
|
|
No
|
1/31/2007- 11/26/2015
|
|||
Pension Plan for Hospital & Health Care Employees Philadelphia & Vicinity
|
23-2627428/ 001
|
Yellow
|
Yellow
|
Implemented
|
156
|
|
161
|
|
154
|
|
No
|
1/31/2018
|
|||
Retail, Wholesale and Department Store International Union and Industry Pension Fund
|
63-0708442/001
|
Green
|
Green
|
N/A
|
307
|
|
306
|
|
292
|
|
No
|
5/13/2014- 1/29/2018
|
|||
Local 731 IBT Textile Maintenance and Laundry Craft Pension Fund
|
51-6056180/001
|
Red
|
Red
|
Implemented
|
668
|
|
453
|
|
384
|
|
No
|
4/29/2016
|
|||
SEIU National Industry Pension Fund
|
52-6148540/001
|
Red
|
Red
|
Implemented
|
47
|
|
173
|
|
280
|
|
No
|
4/14/2016
|
|||
Automotive Industries Pension Plan
|
94-1133245/001
|
Red
|
Red
|
Implemented
|
29
|
|
28
|
|
27
|
|
No
|
5/31/2014
|
|||
Other funds
|
|
|
|
|
13,289
|
|
13,081
|
|
12,684
|
|
|
|
|||
Total contributions
|
|
|
|
|
$
|
25,123
|
|
$
|
24,263
|
|
$
|
22,301
|
|
|
|
(1)
|
Over 60% of the Company's participants in this fund are covered by a single CBA that expires on 6/30/2015.
|
(2)
|
Over 90% of the Company's participants in this fund are covered by a single CBA that expires on 6/30/2015.
|
Pension
Fund |
|
Contributions to the plan exceeded more than 5% of total contributions (as of the plan's year-end)
|
Local 1102 Retirement Trust
|
|
12/31/ 2013 and 12/31/2012
|
Service Employees Pension Fund of Upstate New York
|
|
12/31/ 2013 and 12/31/2012
|
Local 731 IBT Textile Maintenance and Laundry Craft Pension Fund
|
|
12/31/2013 and 12/31/2012
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||
United States
|
|
$
|
110,936
|
|
|
$
|
18,557
|
|
|
$
|
34,498
|
|
Non-U.S.
|
|
118,741
|
|
|
72,072
|
|
|
90,470
|
|
|||
|
|
$
|
229,677
|
|
|
$
|
90,629
|
|
|
$
|
124,968
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
6,692
|
|
|
$
|
2,740
|
|
|
$
|
45,173
|
|
State and local
|
|
5,308
|
|
|
126
|
|
|
7,205
|
|
|||
Non-U.S.
|
|
30,846
|
|
|
34,158
|
|
|
32,301
|
|
|||
|
|
$
|
42,846
|
|
|
$
|
37,024
|
|
|
$
|
84,679
|
|
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
32,843
|
|
|
$
|
(1,007
|
)
|
|
$
|
(42,515
|
)
|
State and local
|
|
2,515
|
|
|
(656
|
)
|
|
(11,189
|
)
|
|||
Non-U.S.
|
|
2,014
|
|
|
(16,128
|
)
|
|
(12,909
|
)
|
|||
|
|
37,372
|
|
|
(17,791
|
)
|
|
(66,613
|
)
|
|||
|
|
$
|
80,218
|
|
|
$
|
19,233
|
|
|
$
|
18,066
|
|
|
|
Fiscal Year Ended
|
|||||||
|
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
|||
United States statutory income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) in taxes, resulting from:
|
|
|
|
|
|
|
|||
State income taxes, net of Federal tax benefit
|
|
2.2
|
|
|
1.0
|
|
|
0.5
|
|
Foreign taxes
|
|
(2.3
|
)
|
|
(2.2
|
)
|
|
(9.8
|
)
|
Permanent book/tax differences
|
|
2.7
|
|
|
1.8
|
|
|
(0.6
|
)
|
Uncertain tax positions
|
|
(0.4
|
)
|
|
(1.6
|
)
|
|
(1.8
|
)
|
Tax credits & other
|
|
(2.3
|
)
|
|
(12.8
|
)
|
|
(8.8
|
)
|
Effective income tax rate
|
|
34.9
|
%
|
|
21.2
|
%
|
|
14.5
|
%
|
|
|
October 3, 2014
|
|
September 27, 2013
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Property and equipment
|
|
$
|
52,484
|
|
|
$
|
71,425
|
|
Investments
|
|
36,233
|
|
|
43,527
|
|
||
Other intangible assets, including goodwill
|
|
674,097
|
|
|
700,526
|
|
||
Inventory and Other
|
|
96,919
|
|
|
70,037
|
|
||
Gross deferred tax liability
|
|
859,733
|
|
|
885,515
|
|
||
Deferred tax assets:
|
|
|
|
|
||||
Insurance
|
|
27,574
|
|
|
36,458
|
|
||
Employee compensation and benefits
|
|
210,906
|
|
|
218,491
|
|
||
Accruals and allowances
|
|
22,216
|
|
|
37,876
|
|
||
Derivatives
|
|
—
|
|
|
18,449
|
|
||
Net operating loss/credit carryforwards and other
|
|
43,320
|
|
|
37,264
|
|
||
Gross deferred tax asset, before valuation allowances
|
|
304,016
|
|
|
348,538
|
|
||
Valuation allowances
|
|
(12,032
|
)
|
|
(10,263
|
)
|
||
Net deferred tax liability
|
|
$
|
567,749
|
|
|
$
|
547,240
|
|
|
October 3, 2014
|
September 27, 2013
|
||||
Balance, beginning of year
|
$
|
27,337
|
|
$
|
31,977
|
|
Additions based on tax positions taken in the current year
|
804
|
|
2,342
|
|
||
Additions/Reductions for tax positions taken in prior years
|
3,306
|
|
(1,123
|
)
|
||
Reductions for remeasurements, settlements and payments
|
(597
|
)
|
(3,919
|
)
|
||
Reductions due to statute expiration
|
(4,633
|
)
|
(1,940
|
)
|
||
|
|
|
||||
Balance, end of year
|
$
|
26,217
|
|
$
|
27,337
|
|
|
|
Fiscal Year Ended
|
||||
|
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
Expected volatility
|
|
30%
|
|
30%
|
|
30%
|
Expected dividend yield
|
|
1.5%
|
|
0%
|
|
0%
|
Expected life (in years)
|
|
6.25
|
|
6.25
|
|
6.25
|
Risk-free interest rate
|
|
2.06% - 2.33%
|
|
1.02% - 2.36%
|
|
1.04% - 1.61%
|
Options
|
Shares
(000s) |
|
Weighted-
Average Exercise Price |
|
Aggregate Intrinsic Value ($000s)
|
|
Weighted-Average Remaining Term (Years)
|
|||||
Outstanding at September 27, 2013
|
18,908
|
|
|
$
|
11.04
|
|
|
|
|
|
||
Granted
|
2,080
|
|
|
$
|
23.81
|
|
|
|
|
|
||
Exercised
|
(4,283
|
)
|
|
$
|
7.70
|
|
|
|
|
|
||
Forfeited and expired
|
(956
|
)
|
|
$
|
15.48
|
|
|
|
|
|
||
Outstanding at October 3, 2014
|
15,749
|
|
|
$
|
13.37
|
|
|
$
|
205,928
|
|
|
6.6
|
Exercisable at October 3, 2014
|
8,475
|
|
|
$
|
9.74
|
|
|
$
|
141,562
|
|
|
5.0
|
Expected to vest at October 3, 2014
|
5,795
|
|
|
$
|
17.68
|
|
|
$
|
50,827
|
|
|
8.6
|
|
|
Fiscal Year Ended
|
||||
|
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
Expected volatility
|
|
30%
|
|
30%
|
|
30%
|
Expected dividend yield
|
|
1.5%
|
|
0%
|
|
0%
|
Expected life (in years)
|
|
4.0 - 5.0
|
|
4.5 - 5.5
|
|
5.0 - 6.0
|
Risk-free interest rate
|
|
0.65% - 1.47%
|
|
0.61% - 0.85%
|
|
0.73% - 1.04%
|
Options
|
Shares
(000s) |
|
Weighted-
Average Exercise Price |
|
Aggregate Intrinsic Value ($000s)
|
|
Weighted-Average Remaining Term (Years)
|
|||||
Outstanding at September 27, 2013
|
13,938
|
|
|
$
|
8.86
|
|
|
|
|
|
||
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
(3,853
|
)
|
|
$
|
7.46
|
|
|
|
|
|
||
Forfeited and expired
|
(755
|
)
|
|
$
|
9.88
|
|
|
|
|
|
||
Outstanding at October 3, 2014
|
9,330
|
|
|
$
|
9.36
|
|
|
$
|
159,341
|
|
|
4.9
|
Exercisable at October 3, 2014
|
7,646
|
|
|
$
|
8.52
|
|
|
$
|
137,025
|
|
|
4.4
|
Expected to vest at October 3, 2014
|
901
|
|
|
$
|
12.81
|
|
|
$
|
12,291
|
|
|
6.5
|
Restricted Stock Units
|
Units
(000s) |
|
Weighted Average Grant Date Fair Value
|
|
Outstanding at September 27, 2013
|
1,267
|
|
$16.22
|
|
Granted
|
2,100
|
|
$20.53
|
|
Vested
|
(288)
|
|
$16.23
|
|
Forfeited
|
(309)
|
|
$18.23
|
|
Outstanding at October 3, 2014
|
2,770
|
|
|
$19.22
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||
Earnings:
|
|
|
|
|
|
|
||||||
Income from Continuing Operations attributable to Aramark stockholders
|
|
|
$148,956
|
|
|
|
$70,386
|
|
|
|
$103,254
|
|
Income (loss) from Discontinued Operations attributable to Aramark stockholders
|
|
—
|
|
|
(1,030
|
)
|
|
297
|
|
|||
Net income attributable to Aramark stockholders
|
|
|
$148,956
|
|
|
|
$69,356
|
|
|
|
$103,551
|
|
Shares:
|
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding
|
|
225,866
|
|
|
201,916
|
|
|
203,211
|
|
|||
Effect of dilutive securities
|
|
11,585
|
|
|
7,454
|
|
|
6,496
|
|
|||
Diluted weighted-average shares outstanding
|
|
237,451
|
|
|
209,370
|
|
|
209,707
|
|
|||
|
|
|
|
|
|
|
||||||
Basic Earnings Per Share:
|
|
|
|
|
|
|
||||||
Income from Continuing Operations
|
|
|
$0.66
|
|
|
|
$0.35
|
|
|
|
$0.51
|
|
Income (loss) from Discontinued Operations
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|||
|
|
|
$0.66
|
|
|
|
$0.34
|
|
|
|
$0.51
|
|
|
|
|
|
|
|
|
||||||
Diluted Earnings Per Share:
|
|
|
|
|
|
|
||||||
Income from Continuing Operations
|
|
|
$0.63
|
|
|
|
$0.34
|
|
|
|
$0.49
|
|
Income (loss) from Discontinued Operations
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|||
|
|
|
$0.63
|
|
|
|
$0.33
|
|
|
|
$0.49
|
|
2015
|
$
|
235,049
|
|
2016
|
95,150
|
|
|
2017
|
85,634
|
|
|
2018
|
72,716
|
|
|
2019
|
47,483
|
|
|
2020-Thereafter
|
105,384
|
|
|
Total minimum rental obligations
|
$
|
641,416
|
|
|
|
Quarter Ended
|
||||||||||||||
|
|
December 27, 2013
|
|
March 28, 2014
|
|
June 27, 2014
|
|
October 3, 2014
|
||||||||
Sales
|
|
$
|
3,763,081
|
|
|
$
|
3,502,007
|
|
|
$
|
3,620,057
|
|
|
$
|
3,947,768
|
|
Cost of services provided
|
|
3,354,819
|
|
|
3,159,808
|
|
|
3,275,409
|
|
|
3,573,882
|
|
||||
Income from Continuing Operations
|
|
44,916
|
|
|
13,117
|
|
|
46,916
|
|
|
44,510
|
|
||||
Net income attributable to Aramark stockholders
|
|
44,762
|
|
|
12,916
|
|
|
46,873
|
|
|
44,405
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.22
|
|
|
$
|
0.06
|
|
|
$
|
0.20
|
|
|
$
|
0.19
|
|
Diluted
|
|
0.21
|
|
|
0.05
|
|
|
0.19
|
|
|
0.18
|
|
||||
Dividends declared per common share
|
|
—
|
|
|
0.075
|
|
|
0.075
|
|
|
0.075
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Quarter Ended
|
||||||||||||||
|
|
December 28, 2012
|
|
March 29, 2013
|
|
June 28, 2013
|
|
September 27, 2013
|
||||||||
Sales
|
|
$
|
3,535,915
|
|
|
$
|
3,403,737
|
|
|
$
|
3,490,030
|
|
|
$
|
3,515,975
|
|
Cost of services provided
|
|
3,171,540
|
|
|
3,132,226
|
|
|
3,178,092
|
|
|
3,179,286
|
|
||||
Income (Loss) from Continuing Operations
|
|
43,192
|
|
|
(39,904
|
)
|
|
27,974
|
|
|
40,134
|
|
||||
Net income (loss) attributable to Aramark stockholders
|
|
42,814
|
|
|
(40,104
|
)
|
|
27,748
|
|
|
38,898
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.21
|
|
|
$
|
(0.20
|
)
|
|
$
|
0.14
|
|
|
$
|
0.19
|
|
Diluted
|
|
0.20
|
|
|
(0.20
|
)
|
|
0.13
|
|
|
0.19
|
|
||||
Dividends declared per common share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Sales
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||
FSS North America
|
$
|
10,232.8
|
|
|
$
|
9,594.2
|
|
|
$
|
9,347.9
|
|
FSS International
|
3,111.2
|
|
|
2,940.2
|
|
|
2,794.8
|
|
|||
Uniform
|
1,488.9
|
|
|
1,411.3
|
|
|
1,362.7
|
|
|||
|
$
|
14,832.9
|
|
|
$
|
13,945.7
|
|
|
$
|
13,505.4
|
|
|
Operating Income
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||
FSS North America
|
$
|
501.3
|
|
|
$
|
403.2
|
|
|
$
|
424.9
|
|
FSS International
|
106.2
|
|
|
68.1
|
|
|
90.6
|
|
|||
Uniform
|
172.1
|
|
|
117.3
|
|
|
118.1
|
|
|||
|
779.6
|
|
|
588.6
|
|
|
633.6
|
|
|||
Corporate
|
(215.0
|
)
|
|
(74.2
|
)
|
|
(51.8
|
)
|
|||
Operating Income
|
564.6
|
|
|
514.4
|
|
|
581.8
|
|
|||
Interest and Other Financing Costs, net
|
(334.9
|
)
|
|
(423.8
|
)
|
|
(456.8
|
)
|
|||
Income from Continuing Operations Before Income Taxes
|
$
|
229.7
|
|
|
$
|
90.6
|
|
|
$
|
125.0
|
|
|
Depreciation and Amortization
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||
FSS North America
|
$
|
381.0
|
|
|
$
|
374.2
|
|
|
$
|
363.8
|
|
FSS International
|
59.2
|
|
|
64.0
|
|
|
61.9
|
|
|||
Uniform
|
79.6
|
|
|
102.0
|
|
|
102.6
|
|
|||
Corporate
|
1.8
|
|
|
1.9
|
|
|
0.9
|
|
|||
|
$
|
521.6
|
|
|
$
|
542.1
|
|
|
$
|
529.2
|
|
|
Capital Expenditures and
Client Contract Investments and Other*
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||
FSS North America
|
$
|
431.3
|
|
|
$
|
283.3
|
|
|
$
|
278.5
|
|
FSS International
|
48.4
|
|
|
63.0
|
|
|
54.4
|
|
|||
Uniform
|
53.8
|
|
|
46.7
|
|
|
40.5
|
|
|||
Corporate
|
18.4
|
|
|
0.1
|
|
|
—
|
|
|||
|
$
|
551.9
|
|
|
$
|
393.1
|
|
|
$
|
373.4
|
|
* Includes amounts acquired in business combinations
|
|
|
|
|
|
|
Identifiable Assets
|
||||||
|
October 3, 2014
|
|
September 27, 2013
|
||||
FSS North America
|
$
|
7,072.9
|
|
|
$
|
6,916.4
|
|
FSS International
|
1,485.3
|
|
|
1,554.1
|
|
||
Uniform
|
1,695.7
|
|
|
1,670.0
|
|
||
Corporate
|
201.8
|
|
|
126.6
|
|
||
|
$
|
10,455.7
|
|
|
$
|
10,267.1
|
|
|
Sales
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
October 3, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||
United States
|
$
|
10,798.5
|
|
|
$
|
10,025.0
|
|
|
$
|
9,729.6
|
|
Foreign
|
4,034.4
|
|
|
3,920.7
|
|
|
3,775.8
|
|
|||
|
$
|
14,832.9
|
|
|
$
|
13,945.7
|
|
|
$
|
13,505.4
|
|
|
Net Property & Equipment
|
||||||
|
October 3, 2014
|
|
September 27, 2013
|
||||
United States
|
$
|
834.4
|
|
|
$
|
789.4
|
|
Foreign
|
162.9
|
|
|
187.9
|
|
||
|
$
|
997.3
|
|
|
$
|
977.3
|
|
•
|
Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets
|
•
|
Level 2—inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument
|
•
|
Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement
|
|
Common Stock
Subject to Repurchase |
||
Balance, September 27, 2013
|
$
|
158,708
|
|
Repurchases of common stock
|
(763
|
)
|
|
Reclassification of common stock subject to repurchase
|
(157,945
|
)
|
|
Balance, October 3, 2014
|
$
|
—
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
26.3
|
|
|
$
|
41.6
|
|
|
$
|
43.8
|
|
|
$
|
—
|
|
|
$
|
111.7
|
|
Receivables
|
—
|
|
|
0.2
|
|
|
265.4
|
|
|
1,316.9
|
|
|
—
|
|
|
1,582.5
|
|
||||||
Inventories, at lower of cost or market
|
—
|
|
|
15.4
|
|
|
458.7
|
|
|
79.7
|
|
|
—
|
|
|
553.8
|
|
||||||
Prepayments and other current assets
|
—
|
|
|
73.5
|
|
|
67.4
|
|
|
76.1
|
|
|
—
|
|
|
217.0
|
|
||||||
Total current assets
|
—
|
|
|
115.4
|
|
|
833.1
|
|
|
1,516.5
|
|
|
—
|
|
|
2,465.0
|
|
||||||
Property and Equipment, net
|
—
|
|
|
24.9
|
|
|
796.5
|
|
|
175.9
|
|
|
—
|
|
|
997.3
|
|
||||||
Goodwill
|
—
|
|
|
173.1
|
|
|
3,982.8
|
|
|
433.8
|
|
|
—
|
|
|
4,589.7
|
|
||||||
Investment in and Advances to Subsidiaries
|
1,718.8
|
|
|
5,677.4
|
|
|
433.0
|
|
|
65.7
|
|
|
(7,894.9
|
)
|
|
—
|
|
||||||
Other Intangible Assets
|
—
|
|
|
29.7
|
|
|
1,101.3
|
|
|
121.7
|
|
|
—
|
|
|
1,252.7
|
|
||||||
Other Assets
|
—
|
|
|
70.1
|
|
|
821.4
|
|
|
261.5
|
|
|
(2.0
|
)
|
|
1,151.0
|
|
||||||
|
$
|
1,718.8
|
|
|
$
|
6,090.6
|
|
|
$
|
7,968.1
|
|
|
$
|
2,575.1
|
|
|
$
|
(7,896.9
|
)
|
|
$
|
10,455.7
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term borrowings
|
$
|
—
|
|
|
$
|
22.0
|
|
|
$
|
13.0
|
|
|
$
|
54.8
|
|
|
$
|
—
|
|
|
$
|
89.8
|
|
Accounts payable
|
—
|
|
|
189.8
|
|
|
577.4
|
|
|
219.0
|
|
|
—
|
|
|
986.2
|
|
||||||
Accrued expenses and other liabilities
|
0.8
|
|
|
140.8
|
|
|
861.1
|
|
|
300.1
|
|
|
0.1
|
|
|
1,302.9
|
|
||||||
Total current liabilities
|
0.8
|
|
|
352.6
|
|
|
1,451.5
|
|
|
573.9
|
|
|
0.1
|
|
|
2,378.9
|
|
||||||
Long-term Borrowings
|
—
|
|
|
4,503.7
|
|
|
41.3
|
|
|
810.8
|
|
|
—
|
|
|
5,355.8
|
|
||||||
Deferred Income Taxes and Other Noncurrent Liabilities
|
—
|
|
|
372.3
|
|
|
535.5
|
|
|
85.3
|
|
|
—
|
|
|
993.1
|
|
||||||
Intercompany Payable
|
—
|
|
|
—
|
|
|
4,968.2
|
|
|
1,291.5
|
|
|
(6,259.7
|
)
|
|
—
|
|
||||||
Common Stock Subject to Repurchase and Other
|
—
|
|
|
—
|
|
|
9.9
|
|
|
—
|
|
|
—
|
|
|
9.9
|
|
||||||
Total Stockholders' Equity
|
1,718.0
|
|
|
862.0
|
|
|
961.7
|
|
|
(186.4
|
)
|
|
(1,637.3
|
)
|
|
1,718.0
|
|
||||||
|
$
|
1,718.8
|
|
|
$
|
6,090.6
|
|
|
$
|
7,968.1
|
|
|
$
|
2,575.1
|
|
|
$
|
(7,896.9
|
)
|
|
$
|
10,455.7
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
23.0
|
|
|
$
|
40.5
|
|
|
$
|
47.5
|
|
|
$
|
—
|
|
|
$
|
111.0
|
|
Receivables
|
—
|
|
|
1.4
|
|
|
242.9
|
|
|
1,161.6
|
|
|
—
|
|
|
1,405.9
|
|
||||||
Inventories, at lower of cost or market
|
—
|
|
|
15.9
|
|
|
441.0
|
|
|
85.1
|
|
|
—
|
|
|
542.0
|
|
||||||
Prepayments and other current assets
|
—
|
|
|
46.2
|
|
|
103.1
|
|
|
79.0
|
|
|
—
|
|
|
228.3
|
|
||||||
Total current assets
|
—
|
|
|
86.5
|
|
|
827.5
|
|
|
1,373.2
|
|
|
—
|
|
|
2,287.2
|
|
||||||
Property and Equipment, net
|
—
|
|
|
24.4
|
|
|
751.2
|
|
|
201.7
|
|
|
—
|
|
|
977.3
|
|
||||||
Goodwill
|
—
|
|
|
173.1
|
|
|
3,994.6
|
|
|
452.3
|
|
|
—
|
|
|
4,620.0
|
|
||||||
Investment in and Advances to Subsidiaries
|
1,062.7
|
|
|
6,267.4
|
|
|
444.8
|
|
|
124.5
|
|
|
(7,899.4
|
)
|
|
—
|
|
||||||
Other Intangible Assets
|
—
|
|
|
32.6
|
|
|
1,230.0
|
|
|
146.1
|
|
|
—
|
|
|
1,408.7
|
|
||||||
Other Assets
|
—
|
|
|
68.4
|
|
|
629.5
|
|
|
278.0
|
|
|
(2.0
|
)
|
|
973.9
|
|
||||||
|
$
|
1,062.7
|
|
|
$
|
6,652.4
|
|
|
$
|
7,877.6
|
|
|
$
|
2,575.8
|
|
|
$
|
(7,901.4
|
)
|
|
$
|
10,267.1
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term borrowings
|
$
|
—
|
|
|
$
|
22.5
|
|
|
$
|
12.0
|
|
|
$
|
31.3
|
|
|
$
|
—
|
|
|
$
|
65.8
|
|
Accounts payable
|
—
|
|
|
147.0
|
|
|
448.3
|
|
|
293.7
|
|
|
—
|
|
|
889.0
|
|
||||||
Accrued expenses and other liabilities
|
0.3
|
|
|
230.2
|
|
|
875.6
|
|
|
328.3
|
|
|
0.1
|
|
|
1,434.5
|
|
||||||
Total current liabilities
|
0.3
|
|
|
399.7
|
|
|
1,335.9
|
|
|
653.3
|
|
|
0.1
|
|
|
2,389.3
|
|
||||||
Long-term Borrowings
|
—
|
|
|
5,101.7
|
|
|
40.4
|
|
|
616.1
|
|
|
—
|
|
|
5,758.2
|
|
||||||
Deferred Income Taxes and Other Noncurrent Liabilities
|
—
|
|
|
326.2
|
|
|
618.3
|
|
|
102.5
|
|
|
—
|
|
|
1,047.0
|
|
||||||
Intercompany Payable
|
—
|
|
|
—
|
|
|
5,016.0
|
|
|
1,305.7
|
|
|
(6,321.7
|
)
|
|
—
|
|
||||||
Common Stock Subject to Repurchase and Other
|
158.7
|
|
|
—
|
|
|
10.2
|
|
|
—
|
|
|
—
|
|
|
168.9
|
|
||||||
Total Stockholders' Equity
|
903.7
|
|
|
824.8
|
|
|
856.8
|
|
|
(101.8
|
)
|
|
(1,579.8
|
)
|
|
903.7
|
|
||||||
|
$
|
1,062.7
|
|
|
$
|
6,652.4
|
|
|
$
|
7,877.6
|
|
|
$
|
2,575.8
|
|
|
$
|
(7,901.4
|
)
|
|
$
|
10,267.1
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
1,047.4
|
|
|
$
|
9,544.7
|
|
|
$
|
4,240.8
|
|
|
$
|
—
|
|
|
$
|
14,832.9
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
929.1
|
|
|
8,506.4
|
|
|
3,928.4
|
|
|
—
|
|
|
13,363.9
|
|
||||||
Depreciation and amortization
|
—
|
|
|
13.7
|
|
|
412.1
|
|
|
95.8
|
|
|
—
|
|
|
521.6
|
|
||||||
Selling and general corporate expenses
|
7.8
|
|
|
216.6
|
|
|
139.2
|
|
|
19.2
|
|
|
—
|
|
|
382.8
|
|
||||||
Interest and other financing costs, net
|
—
|
|
|
302.9
|
|
|
(1.2
|
)
|
|
33.2
|
|
|
—
|
|
|
334.9
|
|
||||||
Expense allocations
|
(7.8
|
)
|
|
(376.9
|
)
|
|
342.3
|
|
|
42.4
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
1,085.4
|
|
|
9,398.8
|
|
|
4,119.0
|
|
|
—
|
|
|
14,603.2
|
|
||||||
Income (Loss) before Income Taxes
|
—
|
|
|
(38.0
|
)
|
|
145.9
|
|
|
121.8
|
|
|
—
|
|
|
229.7
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
(15.6
|
)
|
|
62.9
|
|
|
32.9
|
|
|
—
|
|
|
80.2
|
|
||||||
Equity in Net Income of Subsidiaries
|
149.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149.0
|
)
|
|
—
|
|
||||||
Net income
|
149.0
|
|
|
(22.4
|
)
|
|
83.0
|
|
|
88.9
|
|
|
(149.0
|
)
|
|
149.5
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||
Net income attributable to Aramark stockholders
|
149.0
|
|
|
(22.4
|
)
|
|
82.5
|
|
|
88.9
|
|
|
(149.0
|
)
|
|
149.0
|
|
||||||
Other comprehensive income (loss), net of tax
|
(47.1
|
)
|
|
12.1
|
|
|
(0.6
|
)
|
|
(82.6
|
)
|
|
71.1
|
|
|
(47.1
|
)
|
||||||
Comprehensive income (loss) attributable to Aramark stockholders
|
$
|
101.9
|
|
|
$
|
(10.3
|
)
|
|
$
|
81.9
|
|
|
$
|
6.3
|
|
|
$
|
(77.9
|
)
|
|
$
|
101.9
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
1,034.0
|
|
|
$
|
8,792.8
|
|
|
$
|
4,118.8
|
|
|
$
|
—
|
|
|
$
|
13,945.6
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
996.6
|
|
|
7,811.8
|
|
|
3,852.8
|
|
|
—
|
|
|
12,661.2
|
|
||||||
Depreciation and amortization
|
—
|
|
|
21.0
|
|
|
418.9
|
|
|
102.2
|
|
|
—
|
|
|
542.1
|
|
||||||
Selling and general corporate expenses
|
0.9
|
|
|
82.5
|
|
|
125.7
|
|
|
18.8
|
|
|
—
|
|
|
227.9
|
|
||||||
Interest and other financing costs
|
51.0
|
|
|
342.4
|
|
|
(2.7
|
)
|
|
33.1
|
|
|
—
|
|
|
423.8
|
|
||||||
Expense allocations
|
—
|
|
|
(362.8
|
)
|
|
326.1
|
|
|
36.7
|
|
|
—
|
|
|
—
|
|
||||||
|
51.9
|
|
|
1,079.7
|
|
|
8,679.8
|
|
|
4,043.6
|
|
|
—
|
|
|
13,855.0
|
|
||||||
Income (Loss) from Continuing Operations before Income Taxes
|
(51.9
|
)
|
|
(45.7
|
)
|
|
113.0
|
|
|
75.2
|
|
|
—
|
|
|
90.6
|
|
||||||
Provision (Benefit) for Income Taxes
|
(19.2
|
)
|
|
(31.9
|
)
|
|
52.3
|
|
|
18.0
|
|
|
—
|
|
|
19.2
|
|
||||||
Equity in Net Income of Subsidiaries
|
102.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(102.1
|
)
|
|
—
|
|
||||||
Income (Loss) from Continuing Operations
|
69.4
|
|
|
(13.8
|
)
|
|
60.7
|
|
|
57.2
|
|
|
(102.1
|
)
|
|
71.4
|
|
||||||
Loss from Discontinued Operations, net of tax
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
||||||
Net income (loss)
|
69.4
|
|
|
(13.8
|
)
|
|
59.7
|
|
|
57.2
|
|
|
(102.1
|
)
|
|
70.4
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
0.8
|
|
|
0.2
|
|
|
—
|
|
|
1.0
|
|
||||||
Net income (loss) attributable to Aramark stockholders
|
69.4
|
|
|
(13.8
|
)
|
|
58.9
|
|
|
57.0
|
|
|
(102.1
|
)
|
|
69.4
|
|
||||||
Other comprehensive income (loss), net of tax
|
14.5
|
|
|
34.8
|
|
|
0.6
|
|
|
(19.2
|
)
|
|
(16.2
|
)
|
|
14.5
|
|
||||||
Comprehensive income attributable to Aramark stockholders
|
$
|
83.9
|
|
|
$
|
21.0
|
|
|
$
|
59.5
|
|
|
$
|
37.8
|
|
|
$
|
(118.3
|
)
|
|
$
|
83.9
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
1,025.2
|
|
|
$
|
8,427.6
|
|
|
$
|
4,052.6
|
|
|
$
|
—
|
|
|
$
|
13,505.4
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
962.0
|
|
|
7,478.4
|
|
|
3,751.1
|
|
|
—
|
|
|
12,191.5
|
|
||||||
Depreciation and amortization
|
—
|
|
|
19.2
|
|
|
403.8
|
|
|
106.2
|
|
|
—
|
|
|
529.2
|
|
||||||
Selling and general corporate expenses
|
0.5
|
|
|
58.5
|
|
|
123.0
|
|
|
21.0
|
|
|
—
|
|
|
203.0
|
|
||||||
Interest and other financing costs, net
|
55.0
|
|
|
364.0
|
|
|
(0.4
|
)
|
|
38.2
|
|
|
—
|
|
|
456.8
|
|
||||||
Expense allocations
|
—
|
|
|
(353.1
|
)
|
|
316.0
|
|
|
37.1
|
|
|
—
|
|
|
—
|
|
||||||
|
55.5
|
|
|
1,050.6
|
|
|
8,320.8
|
|
|
3,953.6
|
|
|
—
|
|
|
13,380.5
|
|
||||||
Income (Loss) from Continuing Operations before Income Taxes
|
(55.5
|
)
|
|
(25.4
|
)
|
|
106.8
|
|
|
99.0
|
|
|
—
|
|
|
124.9
|
|
||||||
Provision (Benefit) for Income Taxes
|
(20.9
|
)
|
|
(9.2
|
)
|
|
30.4
|
|
|
17.7
|
|
|
—
|
|
|
18.0
|
|
||||||
Equity in Net Income of Subsidiaries
|
138.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138.2
|
)
|
|
—
|
|
||||||
Income (Loss) from Continuing Operations
|
103.6
|
|
|
(16.2
|
)
|
|
76.4
|
|
|
81.3
|
|
|
(138.2
|
)
|
|
106.9
|
|
||||||
Income from Discontinued Operations, net of tax
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||||
Net income (loss)
|
103.6
|
|
|
(16.2
|
)
|
|
76.7
|
|
|
81.3
|
|
|
(138.2
|
)
|
|
107.2
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
1.1
|
|
|
2.5
|
|
|
—
|
|
|
3.6
|
|
||||||
Net income (loss) attributable to Aramark stockholders
|
103.6
|
|
|
(16.2
|
)
|
|
75.6
|
|
|
78.8
|
|
|
(138.2
|
)
|
|
103.6
|
|
||||||
Other comprehensive income (loss), net of tax
|
3.6
|
|
|
32.9
|
|
|
2.3
|
|
|
(28.4
|
)
|
|
(6.8
|
)
|
|
3.6
|
|
||||||
Comprehensive income attributable to Aramark stockholders
|
$
|
107.2
|
|
|
$
|
16.7
|
|
|
$
|
77.9
|
|
|
$
|
50.4
|
|
|
$
|
(145.0
|
)
|
|
$
|
107.2
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
0.5
|
|
|
$
|
65.6
|
|
|
$
|
470.5
|
|
|
$
|
(105.4
|
)
|
|
$
|
(33.1
|
)
|
|
$
|
398.1
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment, client contract investments and other
|
—
|
|
|
(20.2
|
)
|
|
(456.7
|
)
|
|
(68.3
|
)
|
|
—
|
|
|
(545.2
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
8.4
|
|
|
6.2
|
|
|
13.9
|
|
|
—
|
|
|
28.5
|
|
||||||
Proceeds from divestiture
|
—
|
|
|
—
|
|
|
24.0
|
|
|
—
|
|
|
—
|
|
|
24.0
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(13.2
|
)
|
|
(8.2
|
)
|
|
—
|
|
|
(21.4
|
)
|
||||||
Other investing activities
|
—
|
|
|
0.3
|
|
|
14.0
|
|
|
(5.4
|
)
|
|
—
|
|
|
8.9
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(11.5
|
)
|
|
(425.7
|
)
|
|
(68.0
|
)
|
|
—
|
|
|
(505.2
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
1,293.7
|
|
|
—
|
|
|
277.1
|
|
|
—
|
|
|
1,570.8
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(1,877.4
|
)
|
|
(14.5
|
)
|
|
(86.7
|
)
|
|
—
|
|
|
(1,978.6
|
)
|
||||||
Net change in funding under the Receivables Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
50.0
|
|
|
—
|
|
|
50.0
|
|
||||||
Payments of dividends
|
—
|
|
|
(52.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52.2
|
)
|
||||||
Proceeds from initial public offering, net
|
524.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
524.1
|
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
4.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
||||||
Repurchase of common stock
|
—
|
|
|
(4.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
||||||
Other financing activities
|
—
|
|
|
4.4
|
|
|
(6.4
|
)
|
|
(4.0
|
)
|
|
—
|
|
|
(6.0
|
)
|
||||||
Change in intercompany, net
|
(524.6
|
)
|
|
581.0
|
|
|
(22.8
|
)
|
|
(66.7
|
)
|
|
33.1
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
(0.5
|
)
|
|
(50.8
|
)
|
|
(43.7
|
)
|
|
169.7
|
|
|
33.1
|
|
|
107.8
|
|
||||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
3.3
|
|
|
1.1
|
|
|
(3.7
|
)
|
|
—
|
|
|
0.7
|
|
||||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
23.0
|
|
|
40.5
|
|
|
47.5
|
|
|
—
|
|
|
111.0
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
26.3
|
|
|
$
|
41.6
|
|
|
$
|
43.8
|
|
|
$
|
—
|
|
|
$
|
111.7
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
599.9
|
|
|
$
|
97.7
|
|
|
$
|
585.5
|
|
|
$
|
64.0
|
|
|
$
|
(651.2
|
)
|
|
$
|
695.9
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment, client contract investments and other
|
—
|
|
|
(14.3
|
)
|
|
(292.4
|
)
|
|
(86.2
|
)
|
|
—
|
|
|
(392.9
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
—
|
|
|
5.4
|
|
|
5.9
|
|
|
—
|
|
|
11.3
|
|
||||||
Proceeds from divestitures
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(22.6
|
)
|
|
—
|
|
|
—
|
|
|
(22.6
|
)
|
||||||
Other investing activities
|
—
|
|
|
(1.4
|
)
|
|
27.4
|
|
|
(8.1
|
)
|
|
—
|
|
|
17.9
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(15.7
|
)
|
|
(281.3
|
)
|
|
(88.4
|
)
|
|
—
|
|
|
(385.4
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
3,071.4
|
|
|
—
|
|
|
9.1
|
|
|
—
|
|
|
3,080.5
|
|
||||||
Payments of long-term borrowings
|
(600.0
|
)
|
|
(2,521.2
|
)
|
|
(13.7
|
)
|
|
(180.0
|
)
|
|
—
|
|
|
(3,314.9
|
)
|
||||||
Net change in funding under the Receivables Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
36.2
|
|
|
—
|
|
|
36.2
|
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
5.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
||||||
Repurchase of common stock
|
—
|
|
|
(42.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42.4
|
)
|
||||||
Distribution in connection with spin-off of Seamless
|
—
|
|
|
(47.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47.4
|
)
|
||||||
Other financing activities
|
—
|
|
|
(50.3
|
)
|
|
(2.7
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(53.9
|
)
|
||||||
Change in intercompany, net
|
—
|
|
|
(502.1
|
)
|
|
(289.0
|
)
|
|
139.9
|
|
|
651.2
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
(600.0
|
)
|
|
(86.4
|
)
|
|
(305.4
|
)
|
|
4.3
|
|
|
651.2
|
|
|
(336.3
|
)
|
||||||
Decrease in cash and cash equivalents
|
(0.1
|
)
|
|
(4.4
|
)
|
|
(1.2
|
)
|
|
(20.1
|
)
|
|
—
|
|
|
(25.8
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
0.1
|
|
|
27.4
|
|
|
41.7
|
|
|
67.6
|
|
|
—
|
|
|
136.8
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
23.0
|
|
|
$
|
40.5
|
|
|
$
|
47.5
|
|
|
$
|
—
|
|
|
$
|
111.0
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
62.2
|
|
|
$
|
532.5
|
|
|
$
|
178.7
|
|
|
$
|
(81.7
|
)
|
|
$
|
691.7
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment, client contract investments and other
|
—
|
|
|
(11.7
|
)
|
|
(262.0
|
)
|
|
(80.9
|
)
|
|
—
|
|
|
(354.6
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
0.7
|
|
|
5.2
|
|
|
5.8
|
|
|
—
|
|
|
11.7
|
|
||||||
Proceeds from divestitures
|
—
|
|
|
—
|
|
|
6.5
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(139.9
|
)
|
|
(11.9
|
)
|
|
—
|
|
|
(151.8
|
)
|
||||||
Other investing activities
|
—
|
|
|
1.3
|
|
|
3.6
|
|
|
1.7
|
|
|
—
|
|
|
6.6
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(9.7
|
)
|
|
(386.6
|
)
|
|
(85.3
|
)
|
|
—
|
|
|
(481.6
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
—
|
|
|
0.2
|
|
|
3.2
|
|
|
—
|
|
|
3.4
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(250.7
|
)
|
|
(12.9
|
)
|
|
(25.3
|
)
|
|
—
|
|
|
(288.9
|
)
|
||||||
Net change in funding under the Receivables Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
37.9
|
|
|
—
|
|
|
37.9
|
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
11.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.3
|
|
||||||
Repurchase of common stock
|
—
|
|
|
(37.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.7
|
)
|
||||||
Other financing activities
|
—
|
|
|
(6.1
|
)
|
|
(3.8
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
(12.7
|
)
|
||||||
Change in intercompany, net
|
—
|
|
|
120.7
|
|
|
(119.4
|
)
|
|
(83.0
|
)
|
|
81.7
|
|
|
—
|
|
||||||
Net cash used in financing activities
|
—
|
|
|
(162.5
|
)
|
|
(135.9
|
)
|
|
(70.0
|
)
|
|
81.7
|
|
|
(286.7
|
)
|
||||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
(110.0
|
)
|
|
10.0
|
|
|
23.4
|
|
|
—
|
|
|
(76.6
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
0.1
|
|
|
137.4
|
|
|
31.7
|
|
|
44.2
|
|
|
—
|
|
|
213.4
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
0.1
|
|
|
$
|
27.4
|
|
|
$
|
41.7
|
|
|
$
|
67.6
|
|
|
$
|
—
|
|
|
$
|
136.8
|
|
|
|
|
|
Additions
|
|
Reductions
|
|
|
||||||||
|
|
Balance,
Beginning of
Period
|
|
Charged to
Income
|
|
Deductions
from
Reserves
(1)
|
|
Balance,
End of
Period
|
||||||||
Description
|
|
|
|
|
|
|
|
|
||||||||
Fiscal Year 2014
|
|
|
|
|
|
|
|
|
||||||||
Reserve for doubtful accounts, advances & current notes receivable
|
|
$
|
34,676
|
|
|
$
|
15,037
|
|
|
$
|
12,332
|
|
|
$
|
37,381
|
|
Fiscal Year 2013
|
|
|
|
|
|
|
|
|
||||||||
Reserve for doubtful accounts, advances & current notes receivable
|
|
$
|
41,212
|
|
|
$
|
11,297
|
|
|
$
|
17,833
|
|
|
$
|
34,676
|
|
Fiscal Year 2012
|
|
|
|
|
|
|
|
|
||||||||
Reserve for doubtful accounts, advances & current notes receivable
|
|
$
|
32,963
|
|
|
$
|
26,718
|
|
|
$
|
18,469
|
|
|
$
|
41,212
|
|
(1)
|
Amounts determined not to be collectible and charged against the reserve and translation.
|
Exhibit No.
|
|
|
Description
|
3.1
|
|
|
Amended and Restated Certificate of Incorporation of Aramark (incorporated by reference to Exhibit 3.1 to Aramark’s Current Report on Form 8-K filed with the SEC on December 16, 2013, pursuant to the Exchange Act (file number 001-36223)).
|
3.2
|
|
|
Certificate of Ownership and Merger (incorporated by reference to Exhibit 3.1 to Aramark’s Current Report on Form 8-K filed with the SEC on May 15, 2014, pursuant to the Exchange Act (file number 001-36223)).
|
3.3
|
|
|
Amended and Restated By-laws of Aramark (incorporated by reference to Exhibit 3.2 to Aramark’s Current Report on Form 8-K filed with the SEC on May 15, 2014, pursuant to the Exchange Act
(file number 001-36223)).
|
4.1
|
|
|
Indenture, dated as of March 7, 2013, among Aramark Services, Inc., the guarantors named therein and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on March 7, 2013 pursuant to the Exchange Act
(file number 001-04762)).
|
4.3
|
|
|
First Supplemental Indenture, dated as of December 17, 2013, among ARAMARK Holdings Corporation and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.3 to Aramark’s Form S-4 filed with the SEC on December 17, 2013 (file number 333-192907))
.
|
4.4
|
|
|
Second Supplemental Indenture, dated as of December 17, 2013, among the entities listed in Schedule I thereto and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.4 to Aramark’s Form S-4 filed with the SEC on December 17, 2013 (file number 333-192907)).
|
10.1†
|
|
|
Employment Agreement dated November 2, 2004 between Aramark Services, Inc. and Joseph Neubauer (incorporated by reference to Exhibit 10.1 to Aramark Services, Inc.’s Current Report on Form 8-K/A filed with the SEC on November 8, 2004, pursuant to the Exchange Act (file number 001-04762)).
|
10.2†
|
|
|
Amendment, effective as of January 26, 2007, to the Employment Agreement dated November 2, 2004 between Aramark Services, Inc. and Joseph Neubauer (incorporated by reference to Exhibit 10.3 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act
(file number 001-04762)).
|
10.4†
|
|
|
Letter relating to Joseph Neubauer’s Employment Agreement dated November 14, 2008 (incorporated by reference to Exhibit 10.4 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 15, 2008, pursuant to the Exchange Act (file number 001-04762)).
|
10.5†
|
|
|
Letter relating to Joseph Neubauer’s Employment Agreement dated May 7, 2012 (incorporated by reference to Exhibit 10.7 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2012, pursuant to the Exchange Act (file number 001-04762)).
|
10.6†
|
|
|
Third Amendment dated as of November 14, 2012 to the Employment Agreement, dated as of November 2, 2004, as amended from time to time, between Aramark Services, Inc. and Joseph Neubauer (incorporated by reference to Exhibit 10.4 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on November 19, 2012, pursuant to the Exchange Act (file number 001-04762)).
|
10.7†
|
|
|
Letter Agreement dated May 7, 2012 between Aramark Services, Inc. and Eric Foss (incorporated by reference to Exhibit 10.4 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2012, pursuant to the Exchange Act (file number 001-04762)).
|
10.8†
|
|
|
Agreement Relating to Employment and Post-Employment Competition dated May 7, 2012 between Aramark Services, Inc. and Eric Foss (incorporated by reference to Exhibit 10.5 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2012, pursuant to the Exchange Act
(file number 001-04762)).
|
10.9†
|
|
|
Amendment, effective as of June 25, 2013, to the Letter Agreement dated May 7, 2012 between Aramark Services, Inc. and Eric Foss (incorporated by reference to Exhibit 10.6 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on June 26, 2013, pursuant to the Exchange Act (file number 001-04762)).
|
10.10†
|
|
|
Form of Agreement Relating to Employment and Post-Employment Competition and Schedule 1 listing each Executive Officer who is a party to such Agreement (incorporated by reference to Exhibit 10.1 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on July 19, 2007, pursuant to the Exchange Act (file number 001-04762)).
|
10.11†
|
|
|
Form of Amendment to Agreement Relating to Employment and Post-Employment Competition (incorporated by reference to Exhibit 10.8 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 15, 2008, pursuant to the Exchange Act (file number 001-04762)).
|
10.12†
|
|
|
Agreement Relating to Employment and Post-Employment Competition dated November 14, 2007 between Aramark Services, Inc. and Joseph Munnelly (incorporated by reference to Exhibit 10.2 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on February 6, 2008, pursuant to the Exchange Act
(file number 001-04762)).
|
10.13†
|
|
|
Agreement Relating to Employment and Post-Employment Competition dated November 8, 2004 between Aramark Services, Inc. and Karen A. Wallace (incorporated by reference to Exhibit 10.21 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 20, 2012, pursuant to the Exchange Act (file number 001-04762)).
|
10.14†
|
|
|
Offer Letter dated July 20, 2012 between Aramark Services, Inc. and Stephen R. Reynolds (incorporated by reference to Exhibit 10.12 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 20, 2012, pursuant to the Exchange Act (file number 001-04762)).
|
10.15†
|
|
|
Agreement Relating to Employment and Post-Employment Competition dated December 6, 2012 between Aramark Services, Inc. and Stephen R. Reynolds (incorporated by reference to Exhibit 10.13 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 20, 2012, pursuant to the Exchange Act (file number 001-04762)).
|
10.16†
|
|
|
Agreement Relating to Employment and Post-Employment Competition dated July 1, 2013 between Aramark Services, Inc. and Christina Takoudes Morrison (incorporated by reference to Exhibit 10.1 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2013, pursuant to the Exchange Act
(file number 001-04762)).
|
10.17†
|
|
|
Form of Indemnification Agreement and attached schedule (incorporated by reference to Exhibit 10.4 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on August 10, 2005, pursuant to the Exchange Act (file number 001-04762)).
|
10.18†
|
|
|
Indemnification Agreement dated May 7, 2012 between Eric Foss and Aramark Services, Inc. (incorporated by reference to Exhibit 10.6 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2012, pursuant to the Exchange Act (file number 001-04762)).
|
10.19†
|
|
|
Indemnification Agreement dated December 15, 2011 between Joseph Munnelly and Aramark Services, Inc. (incorporated by reference to Exhibit 10.13 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 15, 2011, pursuant to the Exchange Act (file number 001-04762)).
|
10.20†
|
|
|
Indemnification Agreement dated December 12, 2012 between Karen A. Wallace and Aramark Services, Inc. (incorporated by reference to Exhibit 10.21 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 20, 2012, pursuant to the Exchange Act (file number 001-04762)).
|
10.21†
|
|
|
Indemnification Agreement dated December 12, 2012 between Stephen R. Reynolds and Aramark Services, Inc. (incorporated by reference to Exhibit 10.22 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 20, 2012, pursuant to the Exchange Act (file number 001-04762)).
|
10.22†
|
|
|
Indemnification Agreement dated February 4, 2014 between Daniel J. Heinrich and Aramark (incorporated by reference to Exhibit 10.1 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on February 5, 2014, pursuant to the Exchange Act (file number 001-36223)).
|
10.23†
|
|
|
Indemnification Agreement dated February 4, 2014 between Stephen Sadove and Aramark (incorporated by reference to Exhibit 10.2 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on February 5, 2014, pursuant to the Exchange Act (file number 001-36223)).
|
10.24†
|
|
|
Indemnification Agreement dated February 4, 2014 between Christina Morrison and Aramark (incorporated by reference to Exhibit 10.3 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on February 5, 2014, pursuant to the Exchange Act (file number 001-36223)).
|
10.25†
|
|
|
Form of Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on February 5, 2014, pursuant to the Exchange Act
(file number 001-36223)).
|
10.26*†
|
|
|
Form of Performance Stock Unit Award Agreement (Revised).
|
10.27†
|
|
|
Fifth Amended and Restated Aramark 2007 Management Stock Incentive Plan (incorporated by reference to Exhibit 10.22 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)).
|
10.28†
|
|
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.5 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act
(file number 001-04762)).
|
10.29†
|
|
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2007, pursuant to the Exchange Act
(file number 001-04762)).
|
10.30†
|
|
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on November 16, 2007, pursuant to the Exchange Act
(file number 001-04762)).
|
10.31†
|
|
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on March 1, 2010, pursuant to the Exchange Act
(file number 001-04762)).
|
10.32†
|
|
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on June 22, 2011, pursuant to the Exchange Act
(file number 001-04762)).
|
10.33†
|
|
|
Amendment to Outstanding Non-Qualified Stock Option Agreements dated March 1, 2010 (incorporated by reference to Exhibit 10.1 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on March 1, 2010, pursuant to the Exchange Act (file number 001-04762)).
|
10.34†
|
|
|
Form of Amendment to Outstanding Non-Qualified Stock Option Agreements (incorporated by reference to Exhibit 10.4 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on June 22, 2011, pursuant to the Exchange Act (file number 001-04762)).
|
10.35†
|
|
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2012, pursuant to the Exchange Act
(file number 001-04762)).
|
10.36†
|
|
|
Form of Non-Qualified Installment Stock Purchase Opportunity Agreement (incorporated by reference to Exhibit 10.2 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on June 22, 2011, pursuant to the Exchange Act (file number 001-04762)).
|
10.37†
|
|
|
Form of Non-Qualified Installment Stock Purchase Opportunity Agreement (incorporated by reference to Exhibit 10.3 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2012, pursuant to the Exchange Act (file number 001-04762)).
|
10.38†
|
|
|
Form of Non-Qualified Installment Stock Purchase Opportunity Agreement (incorporated by reference to Exhibit 10.3 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on November 19, 2012, pursuant to the Exchange Act (file number 001-04762)).
|
10.39†
|
|
|
Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on June 26, 2013, pursuant to the Exchange Act (file number 001-04762)).
|
10.40†
|
|
|
Form of Time-Based Restricted Stock Unit Award Agreement with Aramark (incorporated by reference to Exhibit 10.3 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on June 26, 2013, pursuant to the Exchange Act (file number 00104762)).
|
10.41†
|
|
|
Form of Restricted Stock Award Agreement with Aramark (incorporated by reference to Exhibit 10.4 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on June 26, 2013, pursuant to the Exchange Act (file number 001-04762)).
|
10.42†
|
|
|
Form of Replacement Stock Option Award Agreement with Aramark (incorporated by reference to Exhibit 10.5 to Aramark Services, Inc.’s Current Report on Form 8K filed with the SEC on June 26, 2013, pursuant to the Exchange Act (file number 001-04762)).
|
10.43†
|
|
|
Schedule 1s to Outstanding Non-Qualified Stock Option Agreements (incorporated by reference to Exhibit 10.18 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 15, 2009, pursuant to the Exchange Act (file number 001-04762)).
|
10.44†
|
|
|
Schedules 1 to Outstanding Non-Qualified Stock Option Agreements (incorporated by reference to Exhibit 10.2 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on March 1, 2010, pursuant to the Exchange Act (file number 001-04762)).
|
10.45†
|
|
|
New Schedule 1 to Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on November 18, 2011, pursuant to the Exchange Act (file number 001-04762)).
|
10.46†
|
|
|
Revised Schedule 1s to outstanding Non-Qualified Stock Option Agreements (incorporated by reference to Exhibit 10.3 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on November 18, 2011, pursuant to the Exchange Act (file number 001-04762)).
|
10.47†
|
|
|
New Schedule 1 to Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.1 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on November 19, 2012, pursuant to the Exchange Act (file number 001-04762)).
|
10.48†
|
|
|
Revised Schedule 1s to outstanding Non-Qualified Stock Option Agreements (incorporated by reference to Exhibit 10.2 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on November 19, 2012, pursuant to the Exchange Act (file number 001-04762)).
|
10.49†
|
|
|
Amended and Restated Aramark 2001 Stock Unit Retirement Plan (incorporated by reference to Exhibit 10.22 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 19, 2003, pursuant to the Exchange Act (file number 001-04762)).
|
10.50†
|
|
|
Second Amended and Restated Aramark Savings Incentive Retirement Plan (incorporated by reference to Exhibit 10.45 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013, (file number 333-191057)).
|
10.51†
|
|
|
Form of Deferred Stock Unit Award Agreement under the Fifth Amended and Restated Aramark 2007 Management Stock Incentive Plan (incorporated by reference to Exhibit 10.46 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)).
|
10.52†
|
|
|
Aramark 2001 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to Aramark Services, Inc.’s Registration Statement on Form S-8 filed with the SEC on May 24, 2002 (file number 333-89120)).
|
10.53†
|
|
|
Second Amended and Restated Aramark 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.48 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)).
|
10.54†
|
|
|
Amended and Restated Aramark Senior Executive Performance Bonus Plan (incorporated by reference to Exhibit 10.49 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)).
|
10.55†
|
|
|
Amended and Restated Executive Leadership Council Management Incentive Bonus Plan (2014) (incorporated by reference to Exhibit 10.50 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013
(file number 333-191057)).
|
10.56†
|
|
|
Aramark Hardship Stock Repurchase Policy (incorporated by reference to Exhibit 10.35 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 15, 2011, pursuant to the Exchange Act
(file number 001-04762)).
|
10.57†
|
|
|
Limited Liquidity Program (incorporated by reference to Exhibit 10.36 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 15, 2011, pursuant to the Exchange Act (file number 001-04762)).
|
10.58†
|
|
|
Amended Survivor Income Protection Plan (incorporated by reference to Exhibit 10.5 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2007, pursuant to the Exchange Act
(file number 001-04762)).
|
10.59
|
|
|
Amended and Restated Stockholders Agreement, dated as of December 10, 2013, among Aramark and the other parties thereto (incorporated by reference to Exhibit 10.1 to Aramark’s Current Report on Form 8-K filed with the SEC on December 16, 2013, pursuant to the Exchange Act (file number 001-36223)).
|
10.60
|
|
|
Amended and Restated Registration Rights and Coordination Committee Agreement, dated as of December 10, 2013, among Aramark and the other parties thereto (incorporated by reference to Exhibit 10.2 to Aramark’s Current Report on Form 8-K filed with the SEC on December 16, 2013, pursuant to the Exchange Act
(file number 001-36223)).
|
10.61
|
|
|
U.S. Pledge and Security Agreement, dated as of January 26, 2007, among ARAMARK Intermediate Holdco Corporation, RMK Acquisition Corporation, Aramark Services, Inc., the Subsidiary Parties from time to time party thereto and Citibank, N.A., as collateral agent (incorporated by reference to Exhibit 10.2 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act (file number 001-04762)).
|
10.62
|
|
|
Amendment Agreement, dated as of February 24, 2014 (the “2014 Amendment Agreement”), to the Credit Agreement, dated as of January 26, 2007, as amended and restated as of March 26, 2010, as further amended and supplemented prior to the date of the Amendment Agreement by and among Aramark Services, Inc., ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Holdings GMBH & Co. KG, ARAMARK GMBH, ARAMARK Intermediate Holdco Corporation, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein) and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, issuing bank and as LC facility issuing bank and the other parties thereto from time to time (incorporated by reference to Exhibit 10.67 to Aramark’s Form S-1/A filed with the SEC on February 26, 2014 (file number 333-194077)) .
|
10.63
|
|
|
Amendment Agreement No. 1, dated as of March 28, 2014, to the Amendment Agreement, dated as of February 24, 2014, to the Credit Agreement, dated as of January 26, 2007, as amended and restated as of March 26, 2010, as further amended and supplemented prior to the date of the Amendment Agreement by and among Aramark Services, Inc., ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Holdings GMBH & Co. KG, ARAMARK GMBH, ARAMARK Intermediate Holdco Corporation, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein) and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, issuing bank and as LC facility issuing bank and the other parties thereto from time to time (incorporated by reference to Exhibit 10.1 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2014, pursuant to the Exchange Act
(file number 001-36223))
|
10.64
|
|
|
Assumption Agreement, dated as of March 30, 2007, relating to the Credit Agreement dated as of January 26, 2007 among Aramark Services, Inc., the other Borrowers and Loan Guarantors party thereto, the Lenders party thereto, Citibank, N.A., as administrative agent and collateral agent for the Lenders, and the other parties thereto from time to time (incorporated by reference to Exhibit 99.2 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on April 5, 2007, pursuant to the Exchange Act (file number 001-04762)).
|
10.65
|
|
|
Joinder Agreement, dated as of December 17, 2013, between each New Subsidiary listed on Schedule I thereto and JPMorgan Chase Bank, N.A., as agent (incorporated by reference to Exhibit 10.64 to Aramark’s Form S-4 filed with the SEC on December 17, 2013 (file number 333-192907)).
|
10.66
|
|
|
Amended and Restated Master Distribution Agreement effective as of March 5, 2011 between SYSCO Corporation and ARAMARK Food and Support Services Group, Inc. (incorporated by reference to Exhibit 10.1 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2011, pursuant to the Exchange Act (file number 001-04762)) (portions omitted pursuant to a grant of confidential treatment).
|
10.67
|
|
|
Amendment Agreement, dated February 26, 2014, to the Master Distribution Agreement dated as of November 25, 2006, between SYSCO Corporation and ARAMARK Food and Support Services Group, Inc., as amended and restated effective as of March 5, 2011 (incorporated by reference to Exhibit 10.71 to Aramark’s Form S-1/A filed with the SEC on February 26, 2014 (file number 333-194077)) (portions omitted pursuant to a grant of confidential treatment).
|
10.68
|
|
|
Share Purchase Agreement among Veris plc, ARAMARK Ireland Holdings Limited, ARAMARK Investments Limited and Aramark Services, Inc. dated October 2009 (incorporated by reference to Exhibit 10.1 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on November 4, 2009, pursuant to the Exchange Act (file number 001-04762)).
|
10.69
|
|
|
Agreement and Plan of Merger by and among MPBP Holdings, Inc., ARAMARK Clinical Technology Services, LLC, RMK Titan Acquisition Corporation, Aramark Services, Inc. and the stockholders of MPBP Holdings, Inc. party thereto dated March 18, 2011 (incorporated by reference to Exhibit 10.1 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on March 24, 2011, pursuant to the Exchange Act
(file number 001-04762)).
|
10.70†
|
|
|
Aramark 2005 Deferred Compensation Plan for Directors (incorporated by reference to Exhibit 10.67 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)).
|
10.71†
|
|
|
Revised Schedule 1s to Outstanding Non-Qualified Stock Option Agreements (incorporated by reference to Exhibit 10.68 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)).
|
10.72†
|
|
|
Form of Amendment to Outstanding Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.69 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)).
|
10.73†
|
|
|
Aramark 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.70 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)).
|
10.74†
|
|
|
Form of Non-Qualified Stock Option Award under the Aramark 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.71 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)).
|
10.75†
|
|
|
Form of Restricted Stock Unit Award under the Aramark 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.72 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)).
|
10.76†
|
|
|
Form of Deferred Stock Unit Award under the Aramark 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.73 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)).
|
10.77*
|
|
|
Form of Deferred Stock Unit Award Agreement under the Aramark 2013 Stock Incentive Plan (Revised).
|
12.1*
|
|
|
Ratio of Earnings to Fixed Charges.
|
21.1*
|
|
|
List of subsidiaries of Aramark.
|
23.1*
|
|
|
Consent of Independent Registered Public Accounting Firm-KPMG LLP.
|
23.2*
|
|
|
Consent of Independent Auditors-Deloitte Touche Tohmatsu LLC.
|
31.1*
|
|
|
Certification of Eric Foss, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
|
Certification of L. Frederick Sutherland, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
|
|
Certification of Eric Foss, Chief Executive Officer, and L. Frederick Sutherland, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
99.1
|
|
|
Audited Financial Statements of AIM Services Co., Ltd.
|
101.INS*
|
|
|
XBRL Instance Document
|
101.SCH*
|
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
1.
|
Grant of PSUs
. The Company hereby grants the opportunity to vest in a number of Performance Stock Units determined based on the “
Target Number of PSUs
” set forth on the Certificate of Grant attached to this Award and made a part hereof (the “
Certificate of Grant
”) to the Participant, on the terms and conditions hereinafter set forth including
on Schedule I
which is made a part hereof. This grant is made pursuant to the terms of the Aramark (formerly known as ARAMARK Holdings Corporation) 2013 Stock Incentive Plan (the “
Plan
”), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Award. Each Performance Stock Unit (a “
PSU
”) represents the unfunded, unsecured right of the Participant to receive a share of Common Stock of the Company (each a “
Share
”), subject to the terms and conditions hereof, on the date(s) specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan and the Certificate of Grant.
|
2.
|
Performance and Service Vesting Conditions
.
|
3.
|
Payment of Shares
.
|
(a)
|
The Company shall, subject to the remainder of this Award, transfer to the Participant a number of Shares of the Company equal to the number (if any) of Earned PSUs under this Award at such time as the Participant becomes vested under the provisions of Section 2 above in the right to such transfer (x) as set forth on the Certificate of Grant under each “
Vesting Date
”, as applicable, so long as the Participant remains employed with the Company or any of its Affiliates through each such Vesting Date, or (y) as otherwise provided in Section 3(b) or (c) below (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date); provided, however, that in the event a Vesting Date occurs prior to the Determination Date, no transfer of Shares shall occur until the Determination Date.
|
(b)
|
Notwithstanding Section 3(a) of this Award,
|
(i)
|
upon a Termination of Relationship as a result of the Participant’s death, Disability, or Retirement (each, a “
Special Termination
”), (A) which occurs prior to the Determination Date, the PSUs shall remain outstanding and unvested through the Determination Date, and the installment of Earned PSUs (if any) scheduled to vest on the first Vesting Date shall become vested PSUs as of such Vesting Date and (B) which occurs after the Determination Date, the installment of Earned PSUs (if any) scheduled to vest on the next Vesting Date immediately following such Special Termination shall immediately become vested PSUs; and, in either case of (A) or (B), as applicable, Shares equal to the number of Earned PSUs scheduled to vest on the applicable Vesting Date shall be transferred, and the remaining PSUs which do not become vested pursuant to this Section shall be forfeited; and
|
(ii)
|
upon a Termination of Relationship for any reason other than as set forth in clause (i) above, all outstanding PSUs shall be forfeited and immediately cancelled; provided, however, that in the case of a Termination of Relationship after a Vesting Date but prior to the Determination Date, the corresponding portion of Earned PSUs (if any) shall remain outstanding and shall become vested PSUs as of the Determination Date.
|
(c)
|
Also notwithstanding Section 3(a) or (b) of this Award, in accordance with the terms of Section 13 of the Plan, in the event of a Termination of Relationship of the Participant by the Company or any of its Affiliates (or successors in interest) without Cause or by the Participant for Good Reason, in each case, that occurs within two years following a Change of Control, the following treatment (under clauses (A) or (B), as applicable) will apply with respect to any then outstanding PSUs:
|
(d)
|
Upon each vesting event of any Earned PSUs and the corresponding transfer of Shares as a result thereof, in each case in accordance with Sections 3(a), 3(b) or 3(c) of this Award, as applicable, the Earned PSUs with respect to which Shares have been transferred hereunder shall be extinguished on the relevant transfer dates. In compliance with Section 409A of the Code, in no event shall any transfer occur later than March 15 of the calendar year following the calendar year in which the applicable vesting event occurs under this Award.
|
4.
|
Dividends
.
|
(a)
|
If on any date while PSUs are outstanding hereunder, the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of PSUs (if any) held by the Participant shall be increased by a number equal to: (a) the product of (x) the number of outstanding PSUs held by the Participant as of the related dividend record date,
multiplied
by (y) a dollar amount equal to the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash or Shares, the per Share value of such dividend, as determined in good faith by the Committee), divided by (b) the Fair Market Value of a Share on the payment date of such dividend.
|
(b)
|
In the case of any dividend declared on Shares that is payable in the form of Shares, the number of PSUs, if any, held by the Participant shall be increased by a number equal to the product of (I) the number of outstanding PSUs held by the Participant as of the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Shares shall be transferred with respect to all additional PSUs granted pursuant to this Section 4 at the same time as Shares are transferred with respect to the Earned PSUs to which such additional PSUs were attributable.
|
(c)
|
For purposes of this Section 4, the number of PSUs held by the Participant as of the applicable dividend record date shall be deemed to equal (i) zero (0), if such dividend record date occurs prior to the Determination Date or (ii) the Earned PSUs (if any) (with any additional PSUs granted pursuant to this Section 4 to be added to the Earned PSUs held by Participant), if such dividend record date occurs after the Determination Date; provided that, if any dividend on Shares was paid by the Company during the period beginning on the Date of Grant and ending on the Determination Date, on the Determination Date, an additional number of PSUs calculated in accordance with this Section 4, assuming Participant had held the number of Earned PSUs (if any) on the record date of such dividend(s), shall be immediately added to the number of Earned PSUs established as of the Determination Date.
|
5.
|
Adjustments Upon Certain Events
. In the event of any event described in Section 12 of the Plan occurring after the Date of Grant, the adjustment provisions (including cash payments) as provided for under Section 12 of the Plan shall apply (without duplication of any dividend adjustments reflected pursuant to Section 4 hereof).
|
6.
|
Restriction on Transfer
. The PSUs may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant, except (i) if permitted by the Board or the Committee, (ii) by will or the laws of descent and distribution or (iii) pursuant to beneficiary designation procedures approved by the Company, in each case in compliance with applicable laws. The PSUs shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the PSUs contrary to the provisions of this Award or the Plan shall be null and void and without effect.
|
7.
|
Data Protection
. By accepting this Award, the Participant consents to the processing (including international transfer) of personal data as set out in
Exhibit A
attached hereto for the purposes specified therein and to any additional or different processes required by applicable law, rule or regulation
.
|
8.
|
Participant’s Employment
. Nothing in this Award or in the PSU shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company and its Affiliates, in their sole discretion, to terminate the Participant’s employment or to increase or decrease the Participant’s compensation at any time.
|
9.
|
No Acquired Rights
. The Committee or the Board has the power to amend or terminate the Plan at any time and the opportunity given to the Participant to participate in the Plan and the grant of this Award is entirely at the discretion of the Committee or the Board and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms). The Participant’s participation in the Plan and the receipt of this Award is outside
|
10.
|
No Rights of a Stockholder
. The Participant shall not have any rights as a stockholder of the Company until the Shares in question have been registered in the Company’s register of stockholders.
|
11.
|
Withholding
.
|
(a)
|
The Participant will pay, or make provisions satisfactory to the Company for payment of any federal, state, local and other applicable taxes required to be withheld in connection with any issuance or transfer of Shares under this Award and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. If Participant has not made payment for applicable taxes, such taxes shall be paid by withholding Shares from the issuance or transfer of Shares due under this Award, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, and the Company and any such Affiliate is hereby authorized to withhold such amounts from any such issuance, transfer, compensation or other amount owing to the Participant.
|
(b)
|
If the Participant’s employment with the Company terminates prior to the issuance or transfer of any remaining Shares due to be issued or transferred to the Participant under this Award, the payment of any applicable withholding taxes with respect to any such issuance or transfer shall be made through the withholding of Shares from such issuance or transfer, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, as provided in Section 11(a) above.
|
12.
|
Section 409A of the Code
. The provisions of Section 14(v) of the Plan are hereby incorporated by reference and made a part hereof.
|
13.
|
PSUs Subject to Plan
. All PSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
|
14.
|
Notices
. All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, email or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:
|
15.
|
Waiver of Breach
. The waiver by either party of a breach of any provision of this Award must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.
|
16.
|
Governing Law
. THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK
|
17.
|
Modification of Rights; Entire Agreement
. The Participant’s rights under this Award and the Plan may be modified only to the extent expressly provided under this Award or under Sections 14(a) and (b) of the Plan. This Award and the Plan (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto.
|
(a)
|
By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer.
|
(b)
|
This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates.
|
(c)
|
In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area The European Economic Area is composed of 27 member states of the European Union plus Iceland, Liechtenstein and Norway. (“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for the purposes described in paragraph (a) above:
|
(i)
|
Plan administrators, transfer agents, auditors, brokers, agents and contractors of, and third party service providers to, the Company or its Affiliates such as printers and mail houses engaged to print or distribute notices or communications about the Plan;
|
(ii)
|
regulators, tax authorities, stock or security exchanges and other supervisory, regulatory, governmental or public bodies as required by law;
|
(iii)
|
actual or proposed merger or acquisition partners or proposed assignees of, or those taking or proposing to take security over, the business or assets or stock of the Company or its Affiliates and their agents and contractors;
|
(iv)
|
other third parties to whom the Company or its Affiliates and/or agents may need to communicate/transfer the data in connection with the administration of the Plan, under a duty of confidentiality to the Company and its Affiliates; and
|
(v)
|
the Participant's family members, physicians, heirs, legatees and others associated with the Participant in connection with the Plan.
|
(d)
|
The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent.
|
C
ERTIFICATE
O
F
G
RANT
Deferred Stock Unit Award
|
Date of Grant:
|
[•]
|
Participant Account Number:
|
[•]
|
Grant Number: [•]
|
This Deferred Stock Unit Award is subject to the terms and conditions of the ARAMARK Holdings Corporation 2013 Stock Incentive Plan (the “Plan”), this Certificate of Grant and the attached Deferred Stock Unit Award (the “Award”). Capitalized terms used in this Certificate of Grant that are not defined shall have the same meanings as in the Award and the Plan.
|
1.
|
Grant of DSUs
|
2.
|
Vesting and Payment of Shares
|
(a)
|
Subject to Participant’s continued service on the Board of Directors of the Company, the DSUs will become vested on the day prior to the first annual stockholders’ meeting of the Company occurring after the Grant Date (the “
Vesting Date
”). In the event Participant’s service on the Board of Directors of the Company ceases for any reason prior to the Vesting Date, all unvested DSUs granted hereunder shall be cancelled without consideration. Subject to Section 2(c) below, the Company shall, subject to the terms and conditions of this Award, transfer to the Participant a number of shares of Common Stock (“
Shares
”) equal to the number of vested DSUs granted to the Participant under this Award on the first day of the seventh month after the date on which Participant ceases to serve as a member of the Board of Directors of the Company (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date).
|
(b)
|
Subject to Section 2(c) below, in the event of a Change of Control, Shares equal to all outstanding DSUs (whether vested or unvested) hereunder shall be distributed to the Participant immediately prior to the Change of Control; provided that the Committee may determine that, in lieu of Shares and/or fractional Shares, the Participant shall receive a cash payment equal to the Fair Market Value of such Shares (or fractional Shares, as the case may be) on such Change of Control.
|
(c)
|
Upon each transfer of (or cash payment in lieu of) Shares in accordance with Sections 2(a) or 2(b) of this Award, DSUs with respect to which Shares have been transferred hereunder shall be extinguished.
|
3.
|
Dividends
|
4.
|
Adjustments Upon Certain Events
|
5.
|
No Right to Continued Service as a Director
|
6.
|
No Acquired Rights
|
7.
|
No Rights of a Shareholder
|
8.
|
Transferability
|
9.
|
Choice of Law
|
10.
|
DSUs Subject to Plan
|
11.
|
Section 409A
|
|
|
Fiscal Year
Ended
October 3, 2014
(B)
|
|
Fiscal Year
Ended
September 27, 2013
|
|
Fiscal Year
Ended
September 28, 2012
|
|
Fiscal Year
Ended
September 30, 2011
|
|
Fiscal Year
Ended
October 1, 2010
|
|
||||||||||
Income from continuing operations before income taxes
|
|
$
|
229,677
|
|
|
$
|
90,629
|
|
|
$
|
124,968
|
|
|
$
|
95,969
|
|
|
$
|
32,986
|
|
|
Fixed charges, excluding capitalized interest
|
|
402,396
|
|
|
491,025
|
|
|
522,431
|
|
|
526,033
|
|
|
509,344
|
|
|
|||||
Undistributed earnings of less than 50% owned affiliates
|
|
(14,968
|
)
|
|
(17,056
|
)
|
|
(21,423
|
)
|
|
(24,523
|
)
|
|
(22,114
|
)
|
|
|||||
Earnings, as adjusted
|
|
$
|
617,105
|
|
|
$
|
564,598
|
|
|
$
|
625,976
|
|
|
$
|
597,479
|
|
|
$
|
520,216
|
|
|
Interest expense
|
|
$
|
339,224
|
|
|
$
|
430,275
|
|
|
$
|
462,284
|
|
|
$
|
469,773
|
|
|
$
|
451,828
|
|
|
Portion of operating lease rentals representative of interest factor
|
|
62,667
|
|
|
59,767
|
|
|
59,133
|
|
|
56,033
|
|
|
57,467
|
|
|
|||||
Fixed charges
|
|
$
|
401,891
|
|
|
$
|
490,042
|
|
|
$
|
521,417
|
|
|
$
|
525,806
|
|
|
$
|
509,295
|
|
|
Ratio of earnings to fixed charges
|
|
1.5
|
|
x
|
1.2
|
|
x
|
1.2
|
|
x
|
1.1
|
|
x
|
1.0
|
|
x
|
(A)
|
For the purpose of determining the ratio of earnings to fixed charges, earnings include pretax income (loss) from continuing operations plus fixed charges (excluding capitalized interest). Fixed charges consist of interest on all indebtedness (including capitalized interest) plus that portion of operating lease rentals representative of the interest factor (deemed to be one-third of operating lease rentals).
|
(B)
|
Fiscal 2014 was a 53 week year.
|
Subsidiary
|
|
Jurisdiction of Formation
|
United States:
|
|
|
1ST & Fresh, LLC
|
|
Delaware
|
Addison Concessions, Inc.
|
|
Delaware
|
American Snack & Beverage, LLC
|
|
Florida
|
Aramark & BCC Partners
|
|
Delaware
|
Aramark American Food Services, LLC
|
|
Ohio
|
Aramark Asia Management, LLC
|
|
Delaware
|
Aramark Aviation Services Limited Partnership
|
|
Delaware
|
Aramark Business & Industry, LLC
|
|
Delaware
|
Aramark Business Center, LLC
|
|
Delaware
|
Aramark Business Dining Services of Texas, LLC
|
|
Texas
|
Aramark Business Facilities, LLC
|
|
Delaware
|
Aramark Campus, LLC
|
|
Delaware
|
Aramark Capital Asset Services, LLC
|
|
Wisconsin
|
Aramark Cleanroom Services, LLC
|
|
Delaware
|
Aramark Cleanroom Services (Puerto Rico), Inc.
|
|
Delaware
|
Aramark Concessions Services Joint Venture
|
|
Texas
|
Aramark Confection, LLC
|
|
Delaware
|
Aramark Construction Services, Inc.
|
|
Delaware
|
Aramark Construction and Energy Services, LLC
|
|
Delaware
|
Alt. Name: Aramark Asset Solutions
|
|
|
Aramark Consumer Discount Company
|
|
Pennsylvania
|
Aramark Correctional Services, LLC
|
|
Delaware
|
Aramark CTS, LLC
|
|
Delaware
|
Aramark Distribution Services, Inc.
|
|
Illinois
|
Aramark Educational Group, LLC
|
|
Delaware
|
Aramark Educational Services of Texas, LLC
|
|
Texas
|
Aramark Educational Services of Vermont, Inc.
|
|
Vermont
|
Aramark Educational Services, LLC
|
|
Delaware
|
Aramark Engineering Associates, LLC
|
|
Delaware
|
Aramark Entertainment, LLC
|
|
Delaware
|
Aramark Executive Management Services USA, Inc.
|
|
Delaware
|
Aramark Facilities Management, LLC
|
|
Delaware
|
Aramark Facility Management Corporation of Iowa
|
|
Iowa
|
Aramark Facility Services, LLC
|
|
Delaware
|
Aramark FHC Business Services, LLC
|
|
Delaware
|
Aramark FHC Campus Services, LLC
|
|
Delaware
|
Aramark FHC Correctional Services, LLC
|
|
Delaware
|
Aramark FHC Healthcare Support Services, LLC
|
|
Delaware
|
Aramark FHC Kansas, Inc.
|
|
Kansas
|
Aramark FHC Refreshment Services, LLC
|
|
Delaware
|
Aramark FHC School Support Services, LLC
|
|
Delaware
|
Aramark FHC Services, LLC
|
|
Delaware
|
Aramark FHC Sports and Entertainment Services, LLC
|
|
Delaware
|
Aramark FHC, LLC
|
|
Delaware
|
Aramark Food and Support Services Group, Inc.
|
|
Delaware
|
Aramark Food Service Corporation of Kansas
|
|
Kansas
|
Aramark Food Service of Texas, LLC
|
|
Texas
|
Aramark Food Service, LLC
|
|
Delaware
|
Aramark FSM, LLC
|
|
Delaware
|
Aramark Gourmet Business Services Atlanta, LLC
|
|
Georgia
|
Aramark Healthcare Support Services of Texas, Inc.
|
|
Texas
|
Aramark Healthcare Support Services of the Virgin Islands, Inc.
|
|
Delaware
|
Aramark Healthcare Support Services, LLC
|
|
Delaware
|
Aramark Healthcare Technologies, LLC
|
|
Delaware
|
Aramark India Holdings LLC
|
|
Delaware
|
Aramark Industrial Services, LLC
|
|
Delaware
|
Aramark Intermediate HoldCo Corporation
|
|
Delaware
|
Aramark Japan, Inc.
|
|
Delaware
|
Aramark Kitty Hawk, Inc.
|
|
Idaho
|
Aramark Lakewood Associates
|
|
Georgia
|
Aramark Management Services Limited Partnership
|
|
Delaware
|
Aramark Management, LLC
|
|
Delaware
|
Aramark Marketing Services Group, Inc.
|
|
Delaware
|
Aramark North Carolina Technical Services, LLC
|
|
Delaware
|
Aramark Organizational Services, Inc.
|
|
Delaware
|
Aramark Orlando Culinary Partners, LLC
|
|
Delaware
|
Aramark Processing, LLC
|
|
Delaware
|
Aramark Qatar, LLC
|
|
Delaware
|
Aramark Rail Services, LLC
|
|
Delaware
|
Aramark RAV, LLC
|
|
Delaware
|
Aramark RBI, Inc.
|
|
Delaware
|
Aramark Receivables LLC
|
|
Delaware
|
Aramark Refreshment Group, Inc.
|
|
Delaware
|
Aramark Refreshment Services of Tampa, LLC
|
|
Delaware
|
Aramark Refreshment Services, LLC
|
|
Delaware
|
Aramark S&E/QCF Joint Venture
|
|
Texas
|
Aramark Schools Facilities, LLC
|
|
Delaware
|
Aramark Schools, LLC
|
|
Delaware
|
Aramark SCM, Inc.
|
|
Delaware
|
Aramark Senior Living Services, LLC
|
|
Delaware
|
Aramark Senior Notes Company
|
|
Delaware
|
Aramark Services, Inc.
|
|
Delaware
|
Aramark Services Management of AZ, Inc.
|
|
Arizona
|
Aramark Services Management of HI, Inc.
|
|
Hawaii
|
Aramark Services Management of IL, Inc.
|
|
Illinois
|
Aramark Services Management of MI, Inc.
|
|
Michigan
|
Aramark Services Management of NJ, Inc.
|
|
New Jersey
|
Aramark Services Management of OH, Inc.
|
|
Ohio
|
Aramark Services Management of SC, Inc.
|
|
South Carolina
|
Aramark Services Management of WI, Inc.
|
|
Wisconsin
|
Aramark Services of Kansas, Inc.
|
|
Kansas
|
Aramark Services of Puerto Rico, Inc.
|
|
Delaware
|
Aramark SM Management Services, Inc.
|
|
Delaware
|
Aramark SMMS LLC
|
|
Delaware
|
Aramark SMMS Real Estate LLC
|
|
Delaware
|
Aramark Sports and Entertainment Group, LLC
|
|
Delaware
|
Aramark Sports and Entertainment Services of Texas, LLC
|
|
Texas
|
Aramark Sports and Entertainment Services, LLC
|
|
Delaware
|
Aramark Sports Facilities, LLC
|
|
Delaware
|
Aramark Sports, LLC
|
|
Delaware
|
Aramark Summer Games 1996, LLC
|
|
Delaware
|
Aramark Technical Services North Carolina, Inc.
|
|
North Carolina
|
Aramark Togwotee, LLC
|
|
Delaware
|
Aramark U.S. Offshore Services, LLC
|
|
Delaware
|
Aramark Uniform & Career Apparel Group, Inc.
|
|
Delaware
|
Aramark Uniform & Career Apparel, LLC
|
|
Delaware
|
Alt. Name: Aramark Uniform Services; Wearguard-Crest
|
|
|
Aramark Uniform Manufacturing Company
|
|
Delaware
|
Aramark Uniform Services (Baltimore) LLC
|
|
Delaware
|
Aramark Uniform Services (Carmelo) LLC
|
|
Delaware
|
Aramark Uniform Services (Matchpoint) LLC
|
|
Delaware
|
Aramark Uniform Services (Midwest) LLC
|
|
Delaware
|
Aramark Uniform Services (Rochester) LLC
|
|
Delaware
|
Aramark Uniform Services (Santa Ana) LLC
|
|
Delaware
|
Aramark Uniform Services (Syracuse) LLC
|
|
Delaware
|
Aramark Uniform Services (Texas) LLC
|
|
Delaware
|
Aramark Uniform Services (West Adams) LLC
|
|
Delaware
|
Aramark Venue Services, Inc.
|
|
Delaware
|
Aramark WTC, LLC
|
|
Delaware
|
Aramark-Gourmet Atlanta, L.L.C.
|
|
Georgia
|
Aramark-Gourmet DPS, LLC
|
|
Michigan
|
Aramark-Jay Concessions of St. Louis
|
|
Missouri
|
Aramark-KWAME of St. Louis, LLC
|
|
Delaware
|
Aramark-SFS Healthcare J.V., L.L.C.
|
|
Delaware
|
Aramark/Boston Concessions Joint Venture
|
|
Massachusetts
|
Aramark/Giacometti Joint Venture
|
|
Oregon
|
Aramark/Globetrotters, LLC
|
|
Delaware
|
Aramark/GM Concessions Joint Venture
|
|
Pennsylvania
|
Aramark/Gourmet HE-1, LLC
|
|
North Carolina
|
Aramark/Gourmet HE-2, LLC
|
|
North Carolina
|
Aramark/Hart Lyman Entertainment, LLC
|
|
Delaware
|
Aramark/HF Company
|
|
Pennsylvania
|
Aramark/HMS, LLC
|
|
Delaware
|
Aramark/Jackmont, LLC
|
|
Georgia
|
Aramark/Martin's Class Act Joint Venture
|
|
Maryland
|
Aramark/Martin's Stadium Concession Services Joint Venture
|
|
Maryland
|
Aramark/Martin's Stadium Concession Services OPACY Joint Venture
|
|
Maryland
|
Aramark/QHC, LLC
|
|
Delaware
|
Aramark/SFS Joint Venture
|
|
Delaware
|
Aramark/UCFS, LLC
|
|
Delaware
|
Aventura Chicago, LLC
|
|
Delaware
|
Brand Coffee Service, Inc.
|
|
Texas
|
COHR Holdings, Inc.
|
|
Delaware
|
COHR, Inc.
|
|
Delaware
|
Corporate Coffee Systems, LLC
|
|
Delaware
|
D.G. Maren II, Inc.
|
|
Delaware
|
Delicious on West Street LLC
|
|
New York
|
Delsac VIII, Inc.
|
|
Delaware
|
Doyon/Aramark Denali National Park Concessions Joint Venture
|
|
Alaska
|
Filterfresh Coffee Service, LLC
|
|
Delaware
|
Filterfresh Franchise Group, LLC
|
|
Delaware
|
Fine Host Holdings, LLC
|
|
Delaware
|
Genesis Technology Partners, LLC
|
|
Nebraska
|
Glacier Bay National Park and Preserve Concessions, LLC
|
|
Alaska
|
Gourmet Aramark Services, LLC
|
|
Delaware
|
Gourmet/Aramark Correctional, LLC
|
|
Delaware
|
GTP Acquisition Co.
|
|
Delaware
|
Harrison Conference Associates, LLC
|
|
Delaware
|
Harrison Conference Center of Glen Cove,Inc.
|
|
New York
|
Harrison Conference Center of Lake Bluff, Inc.
|
|
Illinois
|
Harrison Conference Services of Massachusetts, LLC
|
|
Massachusetts
|
Harrison Conference Services of North Carolina, LLC
|
|
North Carolina
|
Harrison Conference Services of Princeton, Inc.
|
|
New Jersey
|
Harrison Conference Services of Wellesley, LLC
|
|
Massachusetts
|
Harry M. Stevens, LLC
|
|
Delaware
|
Harry M. Stevens, Inc. of New Jersey
|
|
New Jersey
|
Harry M. Stevens, Inc. of Penn.
|
|
Pennsylvania
|
Kowalski-Dickow Associates, LLC
|
|
Wisconsin
|
L&N Uniform Supply, LLC
|
|
California
|
Lake Tahoe Cruises, LLC
|
|
California
|
Landy Textile Rental Services, LLC
|
|
Delaware
|
Lifeworks Restaurant Group, LLC
|
|
Delaware
|
MPBP Holdings, Inc.
|
|
Delaware
|
MyAssistant, Inc.
|
|
Pennsylvania
|
New Aramark, LLC
|
|
Delaware
|
Old Time Coffee Co.
|
|
California
|
Overall Laundry Services, Inc.
|
|
Washington
|
Paradise Hornblower, LLC
|
|
California
|
Philadelphia Ballpark Concessions Joint Venture
|
|
Pennsylvania
|
Potomac Coffee, LLC
|
|
Delaware
|
ReMedPar, Inc.
|
|
Delaware
|
Restaura, Inc.
|
|
Michigan
|
Shoreline Operating Company, Inc.
|
|
California
|
Sun Office Service, Inc.
|
|
Texas
|
Tahoe Rocket LP
|
|
California
|
Tarrant County Concessions, LLC
|
|
Texas
|
The Aramark Foundation
|
|
Pennsylvania
|
Travel Systems, LLC
|
|
Nevada
|
|
|
|
International:
|
|
|
AIL Servicos Alimenticios e Participacoes Ltda.
|
|
Brazil
|
AIM Services Co. Ltd.
|
|
Japan
|
ARA Catering and Vending Services Limited
|
|
United Kingdom
|
ARA Coffee Club Limited
|
|
United Kingdom
|
ARA Coffee System Limited
|
|
United Kingdom
|
ARA Food Services Limited
|
|
United Kingdom
|
ARA Marketing Services Limited
|
|
United Kingdom
|
ARA Offshore Services Limited
|
|
United Kingdom
|
ARAKOR Co. Ltd.
|
|
Korea
|
Aramark (BVI) Limited
|
|
British Virgin Islands
|
Aramark Airport Services Limited
|
|
United Kingdom
|
Aramark B.V.
|
|
Netherlands
|
Aramark Beverages Limited
|
|
United Kingdom
|
Aramark Canada Ltd.
|
|
Canada
|
Aramark Canadian Investments Inc.
|
|
Canada
|
Aramark Catering Limited
|
|
United Kingdom
|
Aramark CCT Trustees Limited
|
|
United Kingdom
|
Aramark China Holdings Limited
|
|
Hong Kong
|
Aramark Cleaning S.A.
|
|
Belgium
|
Aramark Colombia SAS
|
|
Colombia
|
Aramark Denmark ApS
|
|
Denmark
|
Aramark Entertainment Services (Canada) Inc.
|
|
Canada
|
Aramark GmbH
|
|
Germany
|
Aramark Gulf Limited
|
|
United Kingdom
|
Aramark Gulf Limited Catering Services LLC
|
|
Qatar
|
Aramark Holdings GmbH & Co. KG
|
|
Germany
|
Aramark Holdings Ltd.
|
|
United Kingdom
|
Aramark India Private Limited
|
|
India
|
Aramark Inversiones Latinoamericanas Limitada
|
|
Chile
|
Aramark Investments Limited
|
|
United Kingdom
|
Aramark Ireland Holdings Limited
|
|
Ireland
|
Aramark Kazakhstan Ltd.
|
|
Kazakhstan
|
Aramark Limited
|
|
United Kingdom
|
Aramark Management GmbH
|
|
Germany
|
Aramark Manning Services UK Limited
|
|
United Kingdom
|
Aramark Mexico, S.A. de C.V.
|
|
Mexico
|
Aramark Monclova Distribution Company S. de R.L. de C.V.
|
|
Mexico
|
Aramark Monclova Manufacturing de Mexico, S.A. de C.V.
|
|
Mexico
|
Aramark Monclova Services Company S. de R.L. de C.V.
|
|
Mexico
|
Aramark Norway SA
|
|
Norway
|
Aramark Partnership Limited
|
|
United Kingdom
|
Aramark Peru Servicios de Intermediacion SRL
|
|
Peru
|
Aramark Peru, S.A.C.
|
|
Peru
|
Aramark Property Services Limited
|
|
Ireland
|
Aramark Quebec Inc.
|
|
Canada
|
Aramark Remote Workplace Services Ltd.
|
|
Canada
|
Aramark Restaurations GmbH
|
|
Germany
|
Aramark S.A.
|
|
Belgium
|
Aramark S.A. de C.V.
|
|
Mexico
|
Aramark SARL
|
|
Luxembourg
|
Aramark School Catering Facility Ltd.
|
|
Czech Republic
|
Aramark Service Industries (China) Co., Ltd.
|
|
China
|
Aramark Services SA
|
|
Belgium
|
Aramark Servicios de Catering, S.L.
|
|
Spain
|
Aramark Servicios Industriales, S. de R.L. de C.V.
|
|
Mexico
|
Aramark Servicios Integrales, S.A.
|
|
Spain
|
Aramark Servicios Mineros y Remotos Limitada
|
|
Chile
|
Aramark Servicos Alimenticos e Participacoes Ltda.
|
|
Brazil
|
Aramark Sub Investments Limited
|
|
United Kingdom
|
Aramark Trustees Limited
|
|
United Kingdom
|
Aramark Uniform Holding de Mexico, S.A. de C.V.
|
|
Mexico
|
Aramark Uniform Services (Canada) Ltd.
|
|
Canada
|
Aramark Uniform Services Japan Corporation
|
|
Japan
|
Aramark Workplace Solutions (UK) Ltd.
|
|
United Kingdom
|
Aramark Workplace Solutions Yonetim Hizmetleri Limited Sirketi
|
|
Turkey
|
Aramark Worldwide Investments Limited
|
|
United Kingdom
|
Aramark, S.R.O.
|
|
Czech Republic
|
Aramark/Dasko Restaurant and Catering Services S.A.
|
|
Greece
|
ARAMONT Company Ltd.
|
|
Bermuda
|
Beijing Golden Collar Dining Ltd.
|
|
China
|
Campbell Catering (Belfast) Ltd.
|
|
Northern Ireland
|
Campbell Catering (N.I.) Ltd.
|
|
Northern Ireland
|
Campbell Catering Holdings Limited
|
|
Ireland
|
Campbell Catering Limited
|
|
United Kingdom
|
Campbell Catering Ltd.
|
|
Ireland
|
Campbell Catering Services
|
|
Ireland
|
Catering Alliance Limited
|
|
United Kingdom
|
Caterwise Food Services Limited
|
|
United Kingdom
|
CDR Mantenimiento Integral S.A.
|
|
Chile
|
Central de Abastecimiento Limitada
|
|
Chile
|
Central de Restaurantes Aramark Limitada
|
|
Chile
|
Central de Restaurantes Aramark Multiservicios Limitada
|
|
Chile
|
Central de Restaurantes S.R.L.
|
|
Argentina
|
Central Multiservicios S.R.L.
|
|
Argentina
|
Centrapal S.R.L.
|
|
Argentina
|
Centro de Innovacion y Servicio S.A.
|
|
Chile
|
Complete Purchasing Services Inc.
|
|
Canada
|
Distributor JV Limited
|
|
British Virgin Islands
|
Effective Partnerships Limited
|
|
United Kingdom
|
Food JV Limited
|
|
British Virgin Islands
|
Glenrye Properties Services Limited
|
|
Ireland
|
Hunters Catering Partnership Limited
|
|
United Kingdom
|
Instituto ICS S.A.
|
|
Chile
|
Inversiones Aramark Chile Limitada
|
|
Chile
|
Inversiones Centralcorp Ltda.
|
|
Chile
|
Inversiones en Aseo y Mantenimento S.A
|
|
Chile
|
Inversiones Palm S.A.
|
|
Chile
|
Irish Estates (Facilities Management) Limited
|
|
Ireland
|
MESA
|
|
Cayman Islands
|
Nissho Linen
|
|
Japan
|
Orange Support Services Limited
|
|
United Kingdom
|
Premier Management Company (Dublin) Limited
|
|
Ireland
|
Premier Partnership (Catering) Limited
|
|
United Kingdom
|
Seguricorp Servicios S.A.
|
|
Chile
|
Spokesoft Technologies Limited
|
|
Ireland
|
Stuart Cabeldu Catering Limited
|
|
United Kingdom
|
The Original Food Company Limited
|
|
United Kingdom
|
Vector Environmental Services Limited
|
|
Northern Ireland
|
Vector Workplace and Facility Management Limited
|
|
Ireland
|
Veris Property Management Limited
|
|
United Kingdom
|
Veris UK Limited
|
|
United Kingdom
|
|
/s/ DELOITTE TOUCHE TOHMATSU LLC
|
|
Tokyo, Japan
|
December 1, 2014
|
1.
|
I have reviewed this annual report on Form 10-K of Aramark;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ ERIC FOSS
|
Eric Foss
|
Chief Executive Officer and President
|
|
1.
|
I have reviewed this annual report on Form 10-K of Aramark;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ L. FREDERICK SUTHERLAND
|
L. Frederick Sutherland
|
Executive Vice President and
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ ERIC FOSS
|
Eric Foss
|
Chief Executive Officer and President
|
|
|
/s/ L. FREDERICK SUTHERLAND
|
L. Frederick Sutherland
|
Executive Vice President and Chief Financial Officer
|
|
Thousands of Yen
|
|
Thousands of
U.S. Dollars
(Note 1)
|
||||||||
|
2014
|
|
2013
|
|
2014
|
||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
||||||
Payables:
|
|
|
|
|
|
||||||
Trade notes
|
¥
|
162,880
|
|
|
¥
|
220,560
|
|
|
$
|
1,581
|
|
Trade accounts (Note 12)
|
8,426,198
|
|
|
8,050,403
|
|
|
81,808
|
|
|||
Other
|
167,014
|
|
|
396,519
|
|
|
1,621
|
|
|||
Income tax payable
|
1,603,427
|
|
|
1,273,328
|
|
|
15,567
|
|
|||
Consumption tax payable
|
783,006
|
|
|
1,008,494
|
|
|
7,602
|
|
|||
Accrued bonuses to employees
|
3,926,631
|
|
|
3,587,549
|
|
|
38,123
|
|
|||
Accrued bonuses to directors and corporate auditors
|
29,250
|
|
|
29,250
|
|
|
284
|
|
|||
Other accrued expenses
|
6,777,089
|
|
|
6,819,843
|
|
|
65,797
|
|
|||
Other current liabilities (Notes 2.m and 8)
|
1,144,098
|
|
|
1,534,547
|
|
|
11,108
|
|
|||
Total current liabilities
|
23,019,593
|
|
|
22,920,493
|
|
|
223,491
|
|
|||
|
|
|
|
|
|
||||||
LONG‑TERM LIABILITIES:
|
|
|
|
|
|
||||||
Liability for retirement benefits (Notes 2.l and 5)
|
1,784,428
|
|
|
1,109,515
|
|
|
17,325
|
|
|||
Retirement benefits for directors and corporate auditors (Note 2.l)
|
61,358
|
|
|
63,596
|
|
|
596
|
|
|||
Long-term lease obligations (Notes 2.m and 8)
|
699,597
|
|
|
747,683
|
|
|
6,792
|
|
|||
Other long-term liabilities (Notes 2.n and 9)
|
272,450
|
|
|
228,645
|
|
|
2,645
|
|
|||
Total long-term liabilities
|
2,817,833
|
|
|
2,149,439
|
|
|
27,358
|
|
|||
EQUITY (Notes 6 and 13)
|
|
|
|
|
|
||||||
Common stock—authorized, 7,000,000 shares; issued, 556 shares in 2014 and 2013; and class shares subject to call option-authorized, 14,000,000 shares; issued, 11,507,826 shares in 2014 and 2013
|
1,909,797
|
|
|
1,909,797
|
|
|
18,542
|
|
|||
Class A shares—authorized, 7,000,000 shares;
issued, no shares in 2014 and 2013
|
—
|
|
|
—
|
|
|
—
|
|
|||
Additional paid-in capital
|
2,591,398
|
|
|
2,591,398
|
|
|
25,159
|
|
|||
Retained earnings (Note 2.q)
|
10,169,355
|
|
|
8,766,148
|
|
|
98,732
|
|
|||
Treasury stock—at cost:
|
|
|
|
|
|
||||||
Common stock—2 shares in 2014 and 2013; and class shares subject to call option—11,507,826 shares in 2014 and 2013
|
(680,820
|
)
|
|
(680,820
|
)
|
|
(6,610
|
)
|
|||
Accumulated other comprehensive income (Note 2.t)
|
|
|
|
|
|
||||||
Unrealized gain on available-for-sale securities
|
118,295
|
|
|
66,061
|
|
|
1,148
|
|
|||
Remeasurements of defined benefit plans (Note 2.l)
|
(508,744
|
)
|
|
—
|
|
|
(4,939
|
)
|
|||
Total equity
|
13,599,281
|
|
|
12,652,584
|
|
|
132,032
|
|
|||
TOTAL
|
¥
|
39,436,707
|
|
|
¥
|
37,722,516
|
|
|
$
|
382,881
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
(Note 1)
|
||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
||||||||
NET SALES (Note 2.s)
|
¥
|
156,001,090
|
|
|
¥
|
151,125,577
|
|
|
¥
|
147,608,039
|
|
|
$
|
1,514,574
|
|
COST OF SALES (Notes 8 and 12)
|
138,273,766
|
|
|
133,416,552
|
|
|
130,143,576
|
|
|
1,342,464
|
|
||||
Gross profit
|
17,727,324
|
|
|
17,709,025
|
|
|
17,464,463
|
|
|
172,110
|
|
||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (Notes 2.j, 8 and 12)
|
12,389,362
|
|
|
12,252,188
|
|
|
11,640,463
|
|
|
120,285
|
|
||||
Operating income
|
5,337,962
|
|
|
5,456,837
|
|
|
5,824,000
|
|
|
51,825
|
|
||||
OTHER INCOME (EXPENSES):
|
|
|
|
|
|
|
|
||||||||
Interest and dividend income
|
19,862
|
|
|
21,252
|
|
|
22,957
|
|
|
193
|
|
||||
Interest expense
|
(23,523
|
)
|
|
(24,168
|
)
|
|
(21,356
|
)
|
|
(228
|
)
|
||||
Loss on impairment of long-lived assets (Note 2.h)
|
(79,184
|
)
|
|
(2,749
|
)
|
|
(14,614
|
)
|
|
(769
|
)
|
||||
Gain on insurance claim (Note 2.k)
|
124,029
|
|
|
—
|
|
|
—
|
|
|
1,204
|
|
||||
Compensation for loss due to disaster (Note 2.t)
|
41,542
|
|
|
—
|
|
|
—
|
|
|
403
|
|
||||
Equity in earnings of associated company (Note 2.e)
|
109,690
|
|
|
97,328
|
|
|
110,410
|
|
|
1,065
|
|
||||
Other-net
|
36,626
|
|
|
22,990
|
|
|
43,631
|
|
|
356
|
|
||||
Other income-net
|
229,042
|
|
|
114,653
|
|
|
141,028
|
|
|
2,224
|
|
||||
INCOME BEFORE INCOME TAXES
|
5,567,004
|
|
|
5,571,490
|
|
|
5,965,028
|
|
|
54,049
|
|
||||
INCOME TAXES (Notes 2.p and 7):
|
|
|
|
|
|
|
|
||||||||
Current
|
2,793,881
|
|
|
2,714,671
|
|
|
2,927,892
|
|
|
27,125
|
|
||||
Deferred
|
(13,975
|
)
|
|
(36,737
|
)
|
|
110,495
|
|
|
(136
|
)
|
||||
Total income taxes
|
2,779,906
|
|
|
2,677,934
|
|
|
3,038,387
|
|
|
26,989
|
|
||||
NET INCOME
|
¥
|
2,787,098
|
|
|
¥
|
2,893,556
|
|
|
¥
|
2,926,641
|
|
|
$
|
27,060
|
|
|
Yen
|
|
U.S. Dollars
(Note 1)
|
||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
||||||||
PER SHARE OF COMMON STOCK (Note 2.r):
|
|
|
|
|
|
|
|
||||||||
Net income
|
¥
|
5,030,864.47
|
|
|
¥
|
5,223,024.82
|
|
|
¥
|
5,282,745.54
|
|
|
$
|
48,843.34
|
|
Cash dividends applicable to the year
|
2,515,000
|
|
|
9,831,000
|
|
|
2,641,000
|
|
|
24,417
|
|
|
Thousands of Yen
|
|
Thousands of
U.S. Dollars
(Note 1)
|
||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
||||||||
NET INCOME
|
¥
|
2,787,098
|
|
|
¥
|
2,893,556
|
|
|
¥
|
2,926,641
|
|
|
$
|
27,060
|
|
OTHER COMPREHENSIVE INCOME:
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gain on available-for-sale securities (net of tax)
|
52,234
|
|
|
68,864
|
|
|
4,806
|
|
|
507
|
|
||||
Remeasurements of defined benefit plans
(net of tax) (Note 2.l)
|
(508,744
|
)
|
|
—
|
|
|
—
|
|
|
(4,939
|
)
|
||||
Total other comprehensive (loss) income
|
(456,510
|
)
|
|
68,864
|
|
|
4,806
|
|
|
(4,432
|
)
|
||||
COMPREHENSIVE INCOME
|
¥
|
2,330,588
|
|
|
¥
|
2,962,420
|
|
|
¥
|
2,931,447
|
|
|
$
|
22,628
|
|
|
|
|
Thousands of Yen
|
||||||||||||||||||||||||||||
|
Outstanding
Number of
Shares of
Common Stock
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury Stock
|
|
Unrealized
Gain (Loss) on
Available-
for-Sale
Securities
|
|
Remeasurements of defined benefit plans
|
|
Total Equity
|
||||||||||||||||
BALANCE, APRIL 1, 2011
|
¥
|
554
|
|
|
¥
|
1,909,797
|
|
|
¥
|
2,591,398
|
|
|
¥
|
10,124,683
|
|
|
¥
|
(680,820
|
)
|
|
¥
|
(7,609
|
)
|
|
¥
|
—
|
|
|
¥
|
13,937,449
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,926,641
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,926,641
|
|
||||||||
Cash dividends, ¥3,090,000 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,711,860
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,711,860
|
)
|
||||||||
Net change in the year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,806
|
|
|
—
|
|
|
4,806
|
|
||||||||
BALANCE, MARCH 31, 2012
|
554
|
|
|
1,909,797
|
|
|
2,591,398
|
|
|
11,339,464
|
|
|
(680,820
|
)
|
|
(2,803
|
)
|
|
—
|
|
|
15,157,036
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,893,556
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,893,556
|
|
||||||||
Cash dividends, ¥9,868,000 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,466,872
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,466,872
|
)
|
||||||||
Net change in the year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68,864
|
|
|
—
|
|
|
68,864
|
|
||||||||
BALANCE, MARCH 31, 2013
|
554
|
|
|
1,909,797
|
|
|
2,591,398
|
|
|
8,766,148
|
|
|
(680,820
|
)
|
|
66,061
|
|
|
—
|
|
|
12,652,584
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,787,098
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,787,098
|
|
||||||||
Cash dividends, ¥2,498,000 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,383,891
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,383,891
|
)
|
||||||||
Net change in the year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,234
|
|
|
(508,744
|
)
|
|
(456,510
|
)
|
||||||||
BALANCE, MARCH 31, 2014
|
¥
|
554
|
|
|
¥
|
1,909,797
|
|
|
¥
|
2,591,398
|
|
|
¥
|
10,169,355
|
|
|
¥
|
(680,820
|
)
|
|
¥
|
118,295
|
|
|
¥
|
(508,744
|
)
|
|
¥
|
13,599,281
|
|
|
|
|
Thousands of U.S. Dollars (Note 1)
|
||||||||||||||||||||||||||
|
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury Stock
|
|
Unrealized
Gain (Loss) on
Available-
for-Sale
Securities
|
|
Remeasurements of defined benefit plans
|
|
Total Equity
|
||||||||||||||
BALANCE, MARCH 31, 2013
|
|
|
$
|
18,542
|
|
|
$
|
25,159
|
|
|
$
|
85,108
|
|
|
$
|
(6,610
|
)
|
|
$
|
641
|
|
|
—
|
|
|
$
|
122,840
|
|
|
Net income
|
|
|
—
|
|
|
—
|
|
|
27,060
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,060
|
|
|||||||
Cash dividends, $24,252 per share
|
|
|
—
|
|
|
—
|
|
|
(13,436
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,436
|
)
|
|||||||
Net change in the year
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
507
|
|
|
(4,939
|
)
|
|
(4,432
|
)
|
|||||||
BALANCE, MARCH 31, 2014
|
|
|
$
|
18,542
|
|
|
$
|
25,159
|
|
|
$
|
98,732
|
|
|
$
|
(6,610
|
)
|
|
$
|
1,148
|
|
|
$
|
(4,939
|
)
|
|
$
|
132,032
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars (Note 1)
|
||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
¥
|
5,567,004
|
|
|
¥
|
5,571,490
|
|
|
¥
|
5,965,028
|
|
|
$
|
54,049
|
|
Adjustments for:
|
|
|
|
|
|
|
|
||||||||
Income taxes-paid
|
(2,460,167
|
)
|
|
(3,362,203
|
)
|
|
(2,039,547
|
)
|
|
(23,885
|
)
|
||||
Depreciation and amortization
|
913,587
|
|
|
816,840
|
|
|
738,495
|
|
|
8,870
|
|
||||
Amortization of goodwill
|
317,938
|
|
|
317,938
|
|
|
317,938
|
|
|
3,087
|
|
||||
Reversal of allowance for doubtful receivables
|
(16,873
|
)
|
|
(1,472
|
)
|
|
(17,219
|
)
|
|
(164
|
)
|
||||
Equity in earnings of an associated company
|
(109,690
|
)
|
|
(97,328
|
)
|
|
(110,410
|
)
|
|
(1,065
|
)
|
||||
(Gain) loss on sales of property, plant and equipment
|
(200
|
)
|
|
5,280
|
|
|
(1,194
|
)
|
|
(2
|
)
|
||||
Loss on disposal of property, plant and equipment
|
20,204
|
|
|
5,763
|
|
|
7,304
|
|
|
196
|
|
||||
Loss on impairment of long‑lived assets
|
79,184
|
|
|
2,749
|
|
|
14,614
|
|
|
769
|
|
||||
Write-off of investment securities
|
104
|
|
|
|
|
9,696
|
|
|
1
|
|
|||||
(Increase) decrease in receivables-trade accounts
|
(134,642
|
)
|
|
326,483
|
|
|
(986,530
|
)
|
|
(1,307
|
)
|
||||
Increase in inventories
|
(144,458
|
)
|
|
(71,333
|
)
|
|
(232,712
|
)
|
|
(1,403
|
)
|
||||
Decrease (increase) in interest receivable
|
(194
|
)
|
|
302
|
|
|
(594
|
)
|
|
(2
|
)
|
||||
Increase (decrease) in trade payables
|
318,116
|
|
|
(394,907
|
)
|
|
861,880
|
|
|
3,089
|
|
||||
Decrease in interest payable
|
|
|
|
|
(244
|
)
|
|
|
|||||||
(Increase) decrease in other current assets
|
(355,671
|
)
|
|
(33,864
|
)
|
|
423,385
|
|
|
(3,453
|
)
|
||||
(Decrease) increase in other current liabilities
|
(903,712
|
)
|
|
458,095
|
|
|
1,088,654
|
|
|
(8,774
|
)
|
||||
Increase (decrease) in accrued bonuses to employees
|
339,082
|
|
|
128,757
|
|
|
(52,642
|
)
|
|
3,292
|
|
||||
Decrease in accrued employees’ retirement benefits
|
(113,910
|
)
|
|
(108,814
|
)
|
|
(105,136
|
)
|
|
(1,106
|
)
|
||||
(Decrease) increase in accrued retirement benefits for director and corporate auditors
|
(2,238
|
)
|
|
7,530
|
|
|
(24,277
|
)
|
|
(22
|
)
|
||||
Prepaid pension costs
|
49,545
|
|
|
133,121
|
|
|
64,655
|
|
|
481
|
|
||||
Other-net
|
21,679
|
|
|
32,059
|
|
|
1,805
|
|
|
210
|
|
||||
Total adjustments
|
(2,182,316
|
)
|
|
(1,835,004
|
)
|
|
(42,079
|
)
|
|
(21,188
|
)
|
||||
Net cash provided by operating activities—(Forward)
|
¥
|
3,384,688
|
|
|
¥
|
3,736,486
|
|
|
¥
|
5,922,949
|
|
|
$
|
32,861
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars (Note 1)
|
||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
||||||||
Net cash provided by operating activities—(Forward)
|
¥
|
3,384,688
|
|
|
¥
|
3,736,486
|
|
|
¥
|
5,922,949
|
|
|
$
|
32,861
|
|
|
|
|
|
|
|
|
|
||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Payments into time deposit
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|
(971
|
)
|
||||
Purchases of marketable securities
|
—
|
|
|
—
|
|
|
(99,970
|
)
|
|
—
|
|
||||
Redemption of marketable securities
|
—
|
|
|
100,000
|
|
|
100,000
|
|
|
—
|
|
||||
Purchases of property, plant and equipment
|
(269,458
|
)
|
|
(355,616
|
)
|
|
(549,038
|
)
|
|
(2,616
|
)
|
||||
Proceeds from sales of property, plant and equipment
|
5,580
|
|
|
1,431
|
|
|
2,363
|
|
|
54
|
|
||||
Purchases of software
|
(139,043
|
)
|
|
(327,493
|
)
|
|
(253,142
|
)
|
|
(1,350
|
)
|
||||
Purchases of other intangible assets
|
(1,936
|
)
|
|
(3,022
|
)
|
|
(730
|
)
|
|
(19
|
)
|
||||
Proceeds from sales of intangible assets
|
496
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Purchases of investment securities
|
(9,536
|
)
|
|
(10,804
|
)
|
|
(15,880
|
)
|
|
(93
|
)
|
||||
Proceeds from sales of investment securities
|
4,594
|
|
|
57,861
|
|
|
26,845
|
|
|
45
|
|
||||
Change in deposit to a subsidiary of a shareholder
|
(1,752,376
|
)
|
|
2,497,890
|
|
|
(6,004,069
|
)
|
|
(17,013
|
)
|
||||
Proceeds from collections of loans
|
2,808
|
|
|
3,486
|
|
|
3,972
|
|
|
27
|
|
||||
Proceeds from refund of rental deposits of headquarter
|
—
|
|
|
—
|
|
|
390,609
|
|
|
—
|
|
||||
Other
|
(4,315
|
)
|
|
(48,320
|
)
|
|
(106,035
|
)
|
|
(42
|
)
|
||||
Net cash (used in) provided by investing activities
|
(2,263,186
|
)
|
|
1,915,413
|
|
|
(6,505,075
|
)
|
|
(21,973
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Increase in short‑term bank loans
|
11,950,000
|
|
|
13,500,000
|
|
|
12,800,000
|
|
|
116,019
|
|
||||
Decrease in short‑term bank loans
|
(11,950,000
|
)
|
|
(13,500,000
|
)
|
|
(14,800,000
|
)
|
|
(116,019
|
)
|
||||
Repayments of capital lease obligation
|
(356,620
|
)
|
|
(301,269
|
)
|
|
(202,090
|
)
|
|
(3,462
|
)
|
||||
Dividends paid
|
(1,383,891
|
)
|
|
(5,466,872
|
)
|
|
(1,711,860
|
)
|
|
(13,436
|
)
|
||||
Net cash used in financing activities
|
(1,740,511
|
)
|
|
(5,768,141
|
)
|
|
(3,913,950
|
)
|
|
(16,898
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
(619,009
|
)
|
|
(116,242
|
)
|
|
(4,496,076
|
)
|
|
(6,010
|
)
|
||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
7,709,209
|
|
|
7,825,451
|
|
|
12,321,527
|
|
|
74,847
|
|
||||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
¥
|
7,090,200
|
|
|
¥
|
7,709,209
|
|
|
¥
|
7,825,451
|
|
|
$
|
68,837
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars (Note 1)
|
||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
||||||||
Interest and dividend receipts
|
¥
|
39,136
|
|
|
¥
|
43,608
|
|
|
¥
|
44,744
|
|
|
$
|
380
|
|
Interest payments
|
¥
|
23,523
|
|
|
¥
|
24,168
|
|
|
¥
|
21,600
|
|
|
$
|
228
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars (Note 1)
|
||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
||||||||
Acquisition of lease assets and obligations under finance leases
|
¥
|
346,531
|
|
|
¥
|
541,644
|
|
|
¥
|
371,433
|
|
|
$
|
3,364
|
|
a.
|
C
onsolidation—
The consolidated financial statements as of March 31, 2014 include the accounts of the Company and all 11 subsidiaries (together, the “Group”). Under the control concepts, those companies in which the Company, directly or indirectly, is able to exercise control over operations are fully consolidated.
|
b.
|
Cash and Cash Equivalents—
Cash equivalents are short-term investments that are readily convertible into cash and that are exposed to insignificant risk of changes in value. Cash equivalents include time deposits which mature or become due within three months of the date of acquisition.
|
c.
|
Inventories—
Inventories are mainly stated at the latest purchase price which approximates the first-in, first-out cost method. In accordance with Accounting Standard Board of Japan (the “ASBJ”) Statement No. 9, “Accounting Standard for Measurement of Inventories,” inventories held for sale in the ordinary course of business are measured at the lower of cost or net selling value, which is defined as the selling price less additional estimated manufacturing costs and estimated direct selling expenses. The replacement cost may be used in place of the net selling value, if appropriate.
|
d.
|
Investment Securities—
Investment securities are classified and accounted for, depending on management’s intent, as follows: (1) held-to-maturity debt securities, which are expected to be held to maturity with the positive intent and ability to hold to maturity, are reported at amortized cost and (2) available-for-sale securities, which are not classified as the aforementioned securities, are reported at fair value with unrealized gains and losses, net of applicable taxes, reported in a separate component of equity.
|
e.
|
Investment in Associated Company—
The Company uses the equity method of accounting for its investment in and earnings or losses of an associated company that the Company does not control but over which the Company does exert significant influence. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of an investee of between 20% and 50%. The Company determines whether a decline in fair value is other than temporary by considering various factors, such as historical financial data, product development activities and the overall health of the affiliate’s industry. If the Company considers any such decline to be other than temporary, then a write-down to the estimated fair value is recorded.
|
f.
|
Property, Plant and Equipment—
Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment of the Group is computed substantially by the declining-balance method at rates based on the estimated useful lives of the assets, while the straight-line method is applied to the buildings which were acquired after April 1, 1998. The range of useful lives is principally from 3 to 47 years for buildings and structures, from 2 to 10 years for machinery and equipment, from 5 to 20 years for furniture and fixtures, and 5 years for lease assets.
|
g.
|
Software—
Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. Costs directly associated with identifiable and unique software products, which are likely to generate economic benefits exceeding costs beyond one year, are recognized as intangible assets. Software is carried at cost less accumulated amortization, which is calculated using the straight-line method over the estimated useful lives of 5 years.
|
h.
|
Impairment of Long-Lived Assets—
The Group reviews its long-lived assets including goodwill for impairment whenever events or changes in circumstance indicate the carrying amount of an asset or asset group may not be recoverable. An impairment loss would be recognized if the carrying amount of an asset or asset group exceeds the sum of the undiscounted future cash flows expected to result from the continued use and eventual disposition of the asset or asset group. The impairment loss would be measured as the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of the discounted cash flows from the continued use and eventual disposition of the asset or the net selling price at disposition.
|
i.
|
Golf Membership—
Golf membership is stated at cost. For other than temporary declines in fair value, golf membership is reduced to net realizable value by a charge to income.
|
j.
|
Lease Deposits—
Lease deposits are mainly related to the Group’s office spaces and are refundable at the termination of each lease contract.
|
k.
|
Insurance Deposits—
Insurance deposits consist of life insurance policies for ex-directors for which the Company is the named beneficiary. Most of the insurance deposits are refundable. Gain on insurance claim of ¥124,029 thousand recorded in the consolidated statement of income for the year ended March 31, 2014 includes that related to the life
|
l.
|
Retirement and Pension Plans—
The Company and certain subsidiaries have defined benefit corporate pension plans covering substantially all of their regular employees. The Group accounts for the liability for retirement benefits based on projected benefit obligations and plan assets at the balance sheet date.
|
m.
|
Leases—
In March 2007, the ASBJ issued an Accounting Standard-ASBJ Statement No. 13, “Accounting Standard for Lease Transaction and its Implementation Guidance” and ASBJ Guidance No. 16, “Guidance on Accounting Standard for Lease Transactions.” The new standard and related implementation guidance eliminated a transitional rule where companies were allowed to account for finance leases that did not transfer ownership at the end of the lease term as operating leases and required the companies to recognize them as finance leases on their balance sheet.
|
n.
|
Asset Retirement Obligations—
ASBJ Statement No. 18, “Accounting Standard for Asset Retirement Obligations” and ASBJ Guidance No. 21, “Guidance on Accounting Standard for Asset Retirement Obligations” require companies to recognize asset retirement obligations as liabilities and the corresponding asset retirement costs as tangible fixed assets.
|
o.
|
Financial Instruments—
In accordance with ASBJ Statement No. 10, “Accounting Standard for Financial Instruments” and ASBJ Guidance No. 19, “Guidance on Disclosures about Fair Value of Financial Instruments”, the Group disclosed fair value information for items that meet the definition of financial instruments.
|
p.
|
Income Taxes—
The Group adopted the accounting standard for interperiod allocation of income taxes based on the asset and liability method. Deferred income taxes are recorded to reflect the impact of operating loss carryforwards and temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. These deferred taxes are measured by applying currently enacted tax laws to the operating loss carryforwards and temporary differences. The Group determined the recoverability of deferred tax assets based on all future information currently available.
|
q.
|
Appropriations of Retained Earnings—
Appropriations of retained earnings at each year-end are reflected in the consolidated financial statements in the year following shareholders’ approval.
|
r.
|
Per Share Information—
Basic net income per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Cash dividends per share presented in the accompanying consolidated statement of income are dividends applicable to the respective years including dividends to be paid after the end of the year.
|
s.
|
Revenue Recognition—
Most of the operating businesses of the Group has contractual relationships with customers. In these businesses, revenue is recognized in the period in which the services are provided pursuant to the terms of the contracts. Revenue from dining, delivery food and beverage services is recognized upon delivery of food and beverage products.
|
t.
|
Other Income—
Compensation for loss due to disaster of ¥41,542 thousand recorded in the consolidated statement of income for the year ended March 31, 2014 is compensation received from Tokyo Electronic Power Company, Incorporated (“TEPCO”) for lost earnings during the period of business suspension due to nuclear accident caused by TEPCO.
|
u.
|
Dividend Distribution—
Dividend distribution to the Company's shareholders is recognized as a liability in the Group’s financial statements in the period in which the dividends are approved by the Company’s shareholders.
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||
|
2014
|
|
2013
|
|
2014
|
||||||
Non‑current-Investment securities:
|
|
|
|
|
|
||||||
Marketable equity securities
|
¥
|
518,106
|
|
|
¥
|
432,653
|
|
|
$
|
5,030
|
|
Non‑marketable equity securities
|
323,645
|
|
|
323,645
|
|
|
3,142
|
|
|||
Total
|
¥
|
841,751
|
|
|
¥
|
756,298
|
|
|
$
|
8,172
|
|
|
Thousands of Yen
|
||||||||||||||
March 31, 2014
|
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Available‑for‑sale marketable equity securities
|
¥
|
253,959
|
|
|
¥
|
268,578
|
|
|
¥
|
4,429
|
|
|
¥
|
518,106
|
|
March 31, 2013
|
|
|
|
|
|
|
|
||||||||
Available‑for‑sale marketable equity securities
|
¥
|
249,142
|
|
|
¥
|
193,616
|
|
|
¥
|
10,105
|
|
|
¥
|
432,653
|
|
|
Thousands of U.S. Dollars
|
||||||||||||||
March 31, 2014
|
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Available‑for‑sale marketable equity securities
|
$
|
2,466
|
|
|
$
|
2,608
|
|
|
$
|
44
|
|
|
$
|
5,030
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||
|
2014
|
|
2013
|
|
2014
|
||||
Available‑for‑sale-Non‑marketable equity securities
|
¥
|
323,645
|
|
|
¥
|
323,645
|
|
|
$3,142
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||
|
2014
|
|
2013
|
|
2014
|
||||||
Projected benefit obligation
|
¥
|
9,722,444
|
|
|
¥
|
9,250,237
|
|
|
$
|
94,393
|
|
Fair value of plan assets
|
(8,028,910
|
)
|
|
(7,198,328
|
)
|
|
(77,951
|
)
|
|||
Unrecognized actuarial loss (*)
|
—
|
|
|
(1,082,833
|
)
|
|
—
|
|
|||
Net amount on the consolidated balance sheets
|
1,693,534
|
|
|
969,076
|
|
|
16,442
|
|
|||
Prepaid pension costs (included in other assets)
|
(90,894
|
)
|
|
(140,439
|
)
|
|
(883
|
)
|
|||
Employees’ retirement benefits
|
¥
|
1,784,428
|
|
|
¥
|
1,109,515
|
|
|
$
|
17,325
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
||||||||
Service cost
|
¥
|
604,045
|
|
|
¥
|
590,253
|
|
|
¥
|
544,854
|
|
|
$
|
5,865
|
|
Interest cost
|
92,957
|
|
|
90,884
|
|
|
153,935
|
|
|
902
|
|
||||
Expected return on plan assets
|
(143,967
|
)
|
|
(124,615
|
)
|
|
(114,443
|
)
|
|
(1,398
|
)
|
||||
Recognized actuarial loss
|
167,463
|
|
|
264,415
|
|
|
166,003
|
|
|
1,626
|
|
||||
Net periodic benefit costs
|
¥
|
720,498
|
|
|
¥
|
820,937
|
|
|
¥
|
750,349
|
|
|
$
|
6,995
|
|
|
2014
|
|
2013
|
|
2012
|
Discount rate
|
From 0.7% to 1.1%
|
|
From 0.7% to 1.1%
|
|
From 0.7% to 1.1%
|
Expected rate of return on plan assets
|
2.0%
|
|
2.0%
|
|
2.0%
|
Recognition period of actuarial gain/loss
|
From 5 to 12 years
|
|
From 5 to 12 years
|
|
From 5 to 12 years
|
a.
|
Dividends
|
b.
|
Increases/Decreases and Transfer of Common Stock, Reserve and Surplus
|
c.
|
Treasury Stock and Treasury Stock Acquisition Rights
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||
|
2014
|
|
2013
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||||||
Accrued bonuses to employees
|
¥
|
1,404,943
|
|
|
¥
|
1,363,008
|
|
|
$
|
13,640
|
|
Accrued enterprise taxes
|
111,312
|
|
|
114,388
|
|
|
1,081
|
|
|||
Accrued social insurance contributions by employer
|
248,779
|
|
|
214,909
|
|
|
2,415
|
|
|||
Accrued business office taxes
|
15,881
|
|
|
16,343
|
|
|
154
|
|
|||
Accrued rent
|
26,336
|
|
|
54,203
|
|
|
256
|
|
|||
Tax loss carry forward
|
17,345
|
|
|
—
|
|
|
168
|
|
|||
Other
|
42,612
|
|
|
51,706
|
|
|
414
|
|
|||
Total
|
1,867,208
|
|
|
1,814,557
|
|
|
18,128
|
|
|||
Net deferred tax assets
|
¥
|
1,867,208
|
|
|
¥
|
1,814,557
|
|
|
$
|
18,128
|
|
Non‑current:
|
|
|
|
|
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||||||
Employees’ retirement benefits
|
¥
|
628,643
|
|
|
¥
|
392,198
|
|
|
$
|
6,103
|
|
Retirement benefits for directors and corporate auditors
|
21,682
|
|
|
22,429
|
|
|
211
|
|
|||
Impairment loss on investment securities
|
39,462
|
|
|
43,841
|
|
|
383
|
|
|||
Impairment loss on golf membership
|
11,110
|
|
|
11,110
|
|
|
108
|
|
|||
Impairment loss on long‑lived assets
|
87,940
|
|
|
61,495
|
|
|
854
|
|
|||
Allowance for doubtful accounts
|
20,061
|
|
|
24,120
|
|
|
195
|
|
|||
Asset retirement obligations
|
29,096
|
|
|
24,085
|
|
|
282
|
|
|||
Tax loss carry forward
|
10,706
|
|
|
|
|
104
|
|
||||
Other
|
31,781
|
|
|
33,251
|
|
|
308
|
|
|||
Less valuation allowance
|
(95,902
|
)
|
|
(68,655
|
)
|
|
(931
|
)
|
|||
Total
|
784,579
|
|
|
543,874
|
|
|
7,617
|
|
|||
Deferred tax liabilities-net unrealized gain on available‑for‑sale securities
|
92,725
|
|
|
64,374
|
|
|
900
|
|
|||
Total
|
92,725
|
|
|
64,374
|
|
|
900
|
|
|||
Net deferred tax assets
|
¥
|
691,854
|
|
|
¥
|
479,500
|
|
|
$
|
6,717
|
|
|
2014
|
|
2013
|
|
2012
|
||
Normal effective statutory tax rate
|
38%
|
|
38%
|
|
|
40%
|
|
Expenses not deductible for income tax purposes
|
1
|
|
1
|
|
|
1
|
|
Non-deductible per capita levy of local taxes
|
6
|
|
6
|
|
|
5
|
|
Non-deductible amortization of goodwill
|
1
|
|
2
|
|
|
2
|
|
Effect of amendments to the Japanese tax regulations
|
2
|
|
—
|
|
|
3
|
|
Other-net
|
2
|
|
1
|
|
|
—
|
|
Actual effective tax rate
|
50%
|
|
48%
|
|
|
51%
|
|
|
Thousands of Yen
|
||||||||||
|
2012
|
||||||||||
|
Machinery
and
Equipment
|
|
Furniture
and
Fixtures
|
|
Software
|
||||||
Acquisition cost
|
¥
|
3,945
|
|
|
¥
|
332,194
|
|
|
¥
|
336,139
|
|
Accumulated depreciation
|
(3,737
|
)
|
|
(300,178
|
)
|
|
(303,915
|
)
|
|||
Net leased asset
|
¥
|
208
|
|
|
¥
|
32,016
|
|
|
¥
|
32,224
|
|
|
Thousands of Yen
|
||||||
|
2013
|
|
2012
|
||||
Depreciation expense
|
¥
|
28,981
|
|
|
¥
|
124,449
|
|
Interest expense
|
360
|
|
|
2,299
|
|
||
Total
|
¥
|
29,341
|
|
|
¥
|
126,748
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||
|
2014
|
|
2013
|
|
2014
|
||||||
Asset retirement obligations at beginning of year
|
¥
|
145,823
|
|
|
¥
|
131,213
|
|
|
$
|
1,416
|
|
Additions to asset retirement obligations
|
9,366
|
|
|
3,904
|
|
|
91
|
|
|||
Accretion of discount
|
2,360
|
|
|
2,368
|
|
|
23
|
|
|||
Liabilities settled during the year
|
—
|
|
|
(1,239
|
)
|
|
—
|
|
|||
Revision to estimate
|
—
|
|
|
9,577
|
|
|
—
|
|
|||
Asset retirement obligations at end of year
|
¥
|
157,549
|
|
|
¥
|
145,823
|
|
|
$
|
1,530
|
|
1.
|
FINANCIAL INSTRUMENTS
|
a.
|
Sales and Operating Income
|
|
Thousands of Yen
|
||||||||||||||||||||||
|
2014
|
||||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
||||||||||||
Sales to customers
|
¥
|
148,902,884
|
|
|
¥
|
6,760,543
|
|
|
¥
|
337,663
|
|
|
¥
|
156,001,090
|
|
|
¥
|
—
|
|
|
¥
|
156,001,090
|
|
Intersegment sales
|
2,110,695
|
|
|
1,411,913
|
|
|
284,252
|
|
|
3,806,860
|
|
|
(3,806,860
|
)
|
|
—
|
|
||||||
Total sales
|
151,013,579
|
|
|
8,172,456
|
|
|
621,915
|
|
|
159,807,950
|
|
|
(3,806,860
|
)
|
|
156,001,090
|
|
||||||
Operating expenses
|
143,222,817
|
|
|
7,988,166
|
|
|
656,373
|
|
|
151,867,356
|
|
|
(1,204,228
|
)
|
|
150,663,128
|
|
||||||
Operating income (loss)
|
¥
|
7,790,762
|
|
|
¥
|
184,290
|
|
|
¥
|
(34,458
|
)
|
|
¥
|
7,940,594
|
|
|
¥
|
(2,602,632
|
)
|
|
¥
|
5,337,962
|
|
b.
|
Total Assets, Depreciation, Capital Expenditures and Information about Goodwill
|
|
Thousands of Yen
|
||||||||||||||||||||||
|
2014
|
||||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
||||||||||||
Total assets
|
¥
|
28,488,355
|
|
|
¥
|
2,874,588
|
|
|
¥
|
38,543
|
|
|
¥
|
31,401,486
|
|
|
¥
|
8,035,221
|
|
|
¥
|
39,436,707
|
|
Depreciation and other
|
424,333
|
|
|
245,826
|
|
|
448
|
|
|
670,607
|
|
|
242,980
|
|
|
913,587
|
|
||||||
Capital
expenditures (*)
|
352,851
|
|
|
336,558
|
|
|
—
|
|
|
689,409
|
|
|
191,387
|
|
|
880,796
|
|
||||||
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unamortized balance
|
537,154
|
|
|
397,141
|
|
|
—
|
|
|
934,295
|
|
|
—
|
|
|
934,295
|
|
||||||
Amortization
|
119,368
|
|
|
198,570
|
|
|
—
|
|
|
317,938
|
|
|
—
|
|
|
317,938
|
|
a.
|
Sales and Operating Income
|
|
Thousands of U.S. Dollars
|
||||||||||||||||||||||
|
2014
|
||||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
||||||||||||
Sales to customers
|
$
|
1,445,659
|
|
|
$
|
65,636
|
|
|
$
|
3,279
|
|
|
$
|
1,514,574
|
|
|
$
|
—
|
|
|
$
|
1,514,574
|
|
Intersegment sales
|
20,492
|
|
|
13,708
|
|
|
2,760
|
|
|
36,960
|
|
|
(36,960
|
)
|
|
—
|
|
||||||
Total sales
|
1,466,151
|
|
|
79,344
|
|
|
6,039
|
|
|
1,551,534
|
|
|
(36,960
|
)
|
|
1,514,574
|
|
||||||
Operating expenses
|
1,390,513
|
|
|
77,555
|
|
|
6,373
|
|
|
1,474,441
|
|
|
(11,692
|
)
|
|
1,462,749
|
|
||||||
Operating income (loss)
|
$
|
75,638
|
|
|
$
|
1,789
|
|
|
$
|
(334
|
)
|
|
$
|
77,093
|
|
|
$
|
(25,268
|
)
|
|
$
|
51,825
|
|
b.
|
Total Assets, Depreciation, Capital Expenditures and Information about Goodwill
|
|
Thousands of U.S. Dollars
|
||||||||||||||||||||||
|
2014
|
||||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
||||||||||||
Total assets
|
$
|
276,586
|
|
|
$
|
27,909
|
|
|
$
|
374
|
|
|
$
|
304,869
|
|
|
$
|
78,012
|
|
|
$
|
382,881
|
|
Depreciation and other
|
4,120
|
|
|
2,387
|
|
|
4
|
|
|
6,511
|
|
|
2,359
|
|
|
8,870
|
|
||||||
Capital
expenditures (*)
|
3,425
|
|
|
3,268
|
|
|
—
|
|
|
6,693
|
|
|
1,858
|
|
|
8,551
|
|
||||||
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unamortized balance
|
5,215
|
|
|
3,856
|
|
|
—
|
|
|
9,071
|
|
|
—
|
|
|
9,071
|
|
||||||
Amortization
|
1,159
|
|
|
1,928
|
|
|
—
|
|
|
3,087
|
|
|
—
|
|
|
3,087
|
|
a.
|
Sales and Operating Income
|
|
Thousands of Yen
|
||||||||||||||||||||||
|
2013
|
||||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
||||||||||||
Sales to customers
|
¥
|
144,335,546
|
|
|
¥
|
6,503,205
|
|
|
¥
|
286,826
|
|
|
¥
|
151,125,577
|
|
|
¥
|
—
|
|
|
¥
|
151,125,577
|
|
Intersegment sales
|
2,032,169
|
|
|
1,356,948
|
|
|
272,106
|
|
|
3,661,223
|
|
|
(3,661,223
|
)
|
|
—
|
|
||||||
Total sales
|
146,367,715
|
|
|
7,860,153
|
|
|
558,932
|
|
|
154,786,800
|
|
|
(3,661,223
|
)
|
|
151,125,577
|
|
||||||
Operating expenses
|
138,497,390
|
|
|
7,736,571
|
|
|
621,821
|
|
|
146,855,782
|
|
|
(1,187,042
|
)
|
|
145,668,740
|
|
||||||
Operating income (loss)
|
¥
|
7,870,325
|
|
|
¥
|
123,582
|
|
|
¥
|
(62,889
|
)
|
|
¥
|
7,931,018
|
|
|
¥
|
(2,474,181
|
)
|
|
¥
|
5,456,837
|
|
b.
|
Total Assets, Depreciation, Capital Expenditures and Information about Goodwill
|
|
Thousands of Yen
|
||||||||||||||||||||||
|
2013
|
||||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
||||||||||||
Total assets
|
¥
|
28,308,623
|
|
|
¥
|
2,930,439
|
|
|
¥
|
38,242
|
|
|
¥
|
31,277,304
|
|
|
¥
|
6,445,212
|
|
|
¥
|
37,722,516
|
|
Depreciation and other
|
412,729
|
|
|
207,923
|
|
|
448
|
|
|
621,100
|
|
|
195,740
|
|
|
816,840
|
|
||||||
Capital
expenditures (*)
|
657,684
|
|
|
285,038
|
|
|
|
|
942,722
|
|
|
345,938
|
|
|
1,288,660
|
|
|||||||
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unamortized balance
|
656,522
|
|
|
595,711
|
|
|
|
|
1,252,233
|
|
|
|
|
1,252,233
|
|
||||||||
Amortization
|
119,368
|
|
|
198,570
|
|
|
|
|
317,938
|
|
|
|
|
317,938
|
|
a.
|
Sales and Operating Income
|
|
Thousands of Yen
|
||||||||||||||||||||||
|
2012
|
||||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
||||||||||||
Sales to customers
|
¥
|
140,895,794
|
|
|
¥
|
6,529,919
|
|
|
¥
|
182,326
|
|
|
¥
|
147,608,039
|
|
|
¥
|
—
|
|
|
¥
|
147,608,039
|
|
Intersegment sales
|
2,027,093
|
|
|
1,331,024
|
|
|
267,648
|
|
|
3,625,765
|
|
|
(3,625,765
|
)
|
|
—
|
|
||||||
Total sales
|
142,922,887
|
|
|
7,860,943
|
|
|
449,974
|
|
|
151,233,804
|
|
|
(3,625,765
|
)
|
|
147,608,039
|
|
||||||
Operating expenses
|
134,730,976
|
|
|
7,885,922
|
|
|
511,873
|
|
|
143,128,771
|
|
|
(1,344,732
|
)
|
|
141,784,039
|
|
||||||
Operating income (loss)
|
¥
|
8,191,911
|
|
|
¥
|
(24,979
|
)
|
|
¥
|
(61,899
|
)
|
|
¥
|
8,105,033
|
|
|
¥
|
(2,281,033
|
)
|
|
¥
|
5,824,000
|
|
b.
|
Total Assets, Depreciation, Capital Expenditures and Information about Goodwill
|
|
Thousands of Yen
|
||||||||||||||||||||||
|
2012
|
||||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
||||||||||||
Total assets
|
¥
|
28,135,318
|
|
|
¥
|
3,111,591
|
|
|
¥
|
41,890
|
|
|
¥
|
31,288,799
|
|
|
¥
|
9,227,202
|
|
|
¥
|
40,516,001
|
|
Depreciation and other
|
391,714
|
|
|
157,196
|
|
|
505
|
|
|
549,415
|
|
|
189,080
|
|
|
738,495
|
|
||||||
Capital
expenditures (*)
|
407,875
|
|
|
290,053
|
|
|
872
|
|
|
698,800
|
|
|
258,009
|
|
|
956,809
|
|
||||||
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unamortized balance
|
775,889
|
|
|
794,282
|
|
|
—
|
|
|
1,570,171
|
|
|
—
|
|
|
1,570,171
|
|
||||||
Amortization
|
119,368
|
|
|
198,570
|
|
|
—
|
|
|
317,938
|
|
|
—
|
|
|
317,938
|
|
|
Thousands of Yen
|
|
Thousands of
U.S. Dollars
|
||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
||||||||
Tax accountant fee to corporate auditors
|
¥
|
2,588
|
|
|
¥
|
2,357
|
|
|
¥
|
2,014
|
|
|
$
|
25
|
|
Purchase transactions with subsidiaries of shareholders during the year
|
12,038,768
|
|
|
11,366,274
|
|
|
10,688,971
|
|
|
116,881
|
|
||||
Deposit made to a subsidiary of a shareholder during the year (*)
|
4,617,808
|
|
|
5,679,641
|
|
|
4,892,076
|
|
|
44,833
|
|
|
Thousands of Yen
|
|
Thousands of
U.S. Dollars
|
||||||||
|
2014
|
|
2013
|
|
2014
|
||||||
Deposits to subsidiaries of shareholders
|
¥
|
5,250,000
|
|
|
¥
|
3,500,000
|
|
|
$
|
50,971
|
|
Accounts payable to subsidiaries of shareholders
|
2,008,091
|
|
|
2,004,693
|
|
|
19,496
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||
|
2014
|
|
2013
|
|
2014
|
||||||
Equity in accordance with Japanese GAAP
|
¥
|
13,599,281
|
|
|
¥
|
12,652,584
|
|
|
$
|
132,032
|
|
Differences arising from different accounting for:
|
|
|
|
|
|
||||||
a. Goodwill, intangible assets and other business combination related adjustments
|
6,902,307
|
|
|
6,998,290
|
|
|
67,013
|
|
|||
b. Accrued vacation
|
(2,482,973
|
)
|
|
(2,399,827
|
)
|
|
(24,106
|
)
|
|||
c. Employees’ retirement benefits
|
(720,006
|
)
|
|
(1,408,285
|
)
|
|
(6,990
|
)
|
|||
d. Capital leases
|
(12,207
|
)
|
|
(12,745
|
)
|
|
(119
|
)
|
|||
e. Tax effect of adjustments
|
(175,267
|
)
|
|
(50,481
|
)
|
|
(1,702
|
)
|
|||
Total
|
3,511,854
|
|
|
3,126,952
|
|
|
34,096
|
|
|||
Equity in accordance with U.S. GAAP
|
¥
|
17,111,135
|
|
|
¥
|
15,779,536
|
|
|
$
|
166,128
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||||||
|
2,014
|
|
2,013
|
|
2,012
|
|
2014
|
||||||||
Net income in accordance with Japanese GAAP
|
¥
|
2,787,098
|
|
|
¥
|
2,893,556
|
|
|
¥
|
2,926,641
|
|
|
$
|
27,060
|
|
Differences arising from different accounting for:
|
|
|
|
|
|
|
|
||||||||
a. Goodwill, intangible assets and other business combination related adjustments
|
(95,983
|
)
|
|
(289,983
|
)
|
|
(95,983
|
)
|
|
(932
|
)
|
||||
b. Accrued vacation
|
(83,147
|
)
|
|
(88,027
|
)
|
|
(45,588
|
)
|
|
(808
|
)
|
||||
c. Employees’ retirement benefits
|
144,681
|
|
|
99,262
|
|
|
36,265
|
|
|
1,405
|
|
||||
d. Capital leases
|
538
|
|
|
3,707
|
|
|
(2,944
|
)
|
|
5
|
|
||||
e. Tax effect of adjustments
|
67,703
|
|
|
143,326
|
|
|
226,435
|
|
|
657
|
|
||||
Total
|
33,792
|
|
|
(131,715
|
)
|
|
118,185
|
|
|
327
|
|
||||
Net income in accordance with U.S. GAAP
|
¥
|
2,820,890
|
|
|
¥
|
2,761,841
|
|
|
¥
|
3,044,826
|
|
|
$
|
27,387
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||||||||||||||
|
2014
|
|
2014
|
||||||||||||||||||||
|
Gain (loss) before income tax expense
|
|
Income tax (expense) benefit
|
|
Gain (loss) after income tax expense
|
|
Gain (loss) before income tax expense
|
|
Income tax (expense)
benefit
|
|
Gain (loss) after income tax expense
|
||||||||||||
Net income
|
¥
|
—
|
|
|
¥
|
—
|
|
|
¥
|
2,820,890
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,387
|
|
Other comprehensive income:
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||||||
Unrealized gain on available-for-sale securities
|
80,586
|
|
|
(28,351
|
)
|
|
52,235
|
|
|
782
|
|
|
(275
|
)
|
|
507
|
|
||||||
Total
|
80,586
|
|
|
(28,351
|
)
|
|
52,235
|
|
|
782
|
|
|
(275
|
)
|
|
507
|
|
||||||
Loss associated with employees’ retirement benefits
|
(251,644
|
)
|
|
89,863
|
|
|
(161,781
|
)
|
|
(2,443
|
)
|
|
872
|
|
|
(1,570
|
)
|
||||||
Reclassification adjustments for gain included in net income
|
6,420
|
|
|
(2,274
|
)
|
|
4,146
|
|
|
62
|
|
|
(22
|
)
|
|
40
|
|
||||||
Total
|
(245,224
|
)
|
|
87,589
|
|
|
(157,635
|
)
|
|
(2,381
|
)
|
|
850
|
|
|
(1,530
|
)
|
||||||
Other comprehensive loss
|
(164,638
|
)
|
|
59,238
|
|
|
(105,400
|
)
|
|
(1,599
|
)
|
|
575
|
|
|
(1,023
|
)
|
||||||
Comprehensive income
|
|
|
|
|
¥
|
2,715,490
|
|
|
|
|
|
|
$
|
26,364
|
|
|
Thousands of Yen
|
||||||||||
|
2013
|
||||||||||
|
Gain (loss) before income tax expense
|
|
Income tax (expense) benefit
|
|
Gain (loss) after income tax expense
|
||||||
Net income
|
¥
|
—
|
|
|
¥
|
—
|
|
|
¥
|
2,761,841
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Unrealized gain on available-for-sale securities
|
102,240
|
|
|
(33,376
|
)
|
|
68,864
|
|
|||
Total
|
102,240
|
|
|
(33,376
|
)
|
|
68,864
|
|
|||
Gain associated with employees’ retirement benefits
|
644,294
|
|
|
(228,389
|
)
|
|
415,905
|
|
|||
Reclassification adjustments for gain included in net income
|
71,957
|
|
|
(25,458
|
)
|
|
46,499
|
|
|||
Total
|
716,251
|
|
|
(253,847
|
)
|
|
462,404
|
|
|||
Other comprehensive income
|
818,491
|
|
|
(287,223
|
)
|
|
531,268
|
|
|||
Comprehensive income
|
|
|
|
|
¥
|
3,293,109
|
|
|
Thousands of Yen
|
||||||||||
|
2012
|
||||||||||
|
Gain (loss) before income tax expense
|
|
Income tax (expense) benefit
|
|
Gain (loss) after income tax expense
|
||||||
Net income
|
¥
|
—
|
|
|
¥
|
—
|
|
|
¥
|
3,044,826
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Unrealized loss on available-for-sale securities
|
(10,237
|
)
|
|
8,781
|
|
|
(1,456
|
)
|
|||
Reclassification adjustments for gain included in net income
|
9,696
|
|
|
(3,434
|
)
|
|
6,262
|
|
|||
Total
|
(541
|
)
|
|
5,347
|
|
|
4,806
|
|
|||
Loss associated with employees’ retirement benefits
|
(423,086
|
)
|
|
167,941
|
|
|
(255,145
|
)
|
|||
Reclassification adjustments for gain included in net income
|
49,835
|
|
|
(17,073
|
)
|
|
32,762
|
|
|||
Total
|
(373,251
|
)
|
|
150,868
|
|
|
(222,383
|
)
|
|||
Other comprehensive loss
|
(373,792
|
)
|
|
156,215
|
|
|
(217,577
|
)
|
|||
Comprehensive income
|
|
|
|
|
¥
|
2,827,249
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
||||||||
Equity at beginning of year
|
¥
|
15,779,536
|
|
|
¥
|
17,953,299
|
|
|
¥
|
16,837,910
|
|
|
$
|
153,200
|
|
Total comprehensive income (net of tax)
|
2,715,490
|
|
|
3,293,109
|
|
|
2,827,249
|
|
|
26,364
|
|
||||
Cash dividends
|
(1,383,891
|
)
|
|
(5,466,872
|
)
|
|
(1,711,860
|
)
|
|
(13,436
|
)
|
||||
Equity at end of year
|
¥
|
17,111,135
|
|
|
¥
|
15,779,536
|
|
|
¥
|
17,953,299
|
|
|
$
|
166,128
|
|
|
|
Thousands of Yen
|
||||||||||||||||||
|
|
2013
|
||||||||||||||||||
|
|
Japanese GAAP
|
|
U.S. GAAP
|
||||||||||||||||
Acquired Company
|
|
Carrying
Amount
|
|
Accumulated Amortization
|
|
Net
Carrying Amount
|
|
Carrying Amount, Net of Impairment
|
|
Goodwill Related
Reconciliation
Item
|
||||||||||
Kizembo
|
|
¥
|
482,935
|
|
|
¥
|
(482,935
|
)
|
|
|
|
¥
|
332,018
|
|
|
¥
|
332,018
|
|
||
Mefos
|
|
6,175,740
|
|
|
(5,519,219
|
)
|
|
656,521
|
|
|
1,875,532
|
|
|
1,219,011
|
|
|||||
Yamato
|
|
2,982,465
|
|
|
(2,386,753
|
)
|
|
595,712
|
|
|
1,918,419
|
|
|
1,322,707
|
|
|||||
Total
|
|
¥
|
9,641,140
|
|
|
¥
|
(8,388,907
|
)
|
|
¥
|
1,252,233
|
|
|
¥
|
4,125,969
|
|
|
¥
|
2,873,736
|
|
Year Ending March 31
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||
2015
|
|
¥
|
317,938
|
|
|
$
|
3,087
|
|
2016
|
|
317,938
|
|
|
3,087
|
|
||
2017
|
|
119,368
|
|
|
1,159
|
|
||
2018
|
|
119,368
|
|
|
1,159
|
|
||
2019
|
|
59,684
|
|
|
579
|
|
Year Ending March 31
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
2015
|
|
¥413,921
|
|
$4,019
|
2016
|
|
413,921
|
|
4,019
|
2017
|
|
413,921
|
|
4,019
|
2018
|
|
413,921
|
|
4,019
|
2019
|
|
413,921
|
|
4,019
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||
|
As of
March 31, 2014
|
|
As of
March 31, 2013
|
|
As of
March 31, 2014
|
||||||
Land
|
¥
|
(24,423
|
)
|
|
¥
|
(24,423
|
)
|
|
$
|
(237
|
)
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
||||||||||||||||||||||||||
|
As of
March 31,
2014
|
|
Year Ended March 31,
2014
|
|
As of
March 31,
2013
|
|
Year Ended March 31,
2013
|
|
As of
March 31,
2012
|
|
Year Ended March 31,
2012
|
|
As of
March 31,
2014
|
|
Year Ended March 31,
2014
|
||||||||||||||||||
Goodwill
|
¥
|
3,191,674
|
|
|
¥
|
317,938
|
|
|
¥
|
2,873,736
|
|
|
¥
|
123,938
|
|
|
¥
|
2,749,798
|
|
|
¥
|
317,938
|
|
|
$
|
30,987
|
|
|
$
|
3,087
|
|
||
Intangible assets
|
3,735,056
|
|
|
(413,921
|
)
|
|
4,148,977
|
|
|
(413,921
|
)
|
|
4,562,898
|
|
|
(413,921
|
)
|
|
36,263
|
|
|
(4,019
|
)
|
||||||||||
Land
|
(24,423
|
)
|
|
—
|
|
|
(24,423
|
)
|
|
—
|
|
|
(24,423
|
)
|
|
—
|
|
|
(237
|
)
|
|
—
|
|
||||||||||
Total
|
¥
|
6,902,307
|
|
|
¥
|
(95,983
|
)
|
|
¥
|
6,998,290
|
|
|
¥
|
(289,983
|
)
|
|
¥
|
7,288,273
|
|
|
¥
|
(95,983
|
)
|
|
$
|
67,013
|
|
|
$
|
(932
|
)
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||
|
2014
|
|
2013
|
|
2014
|
||||||
Projected benefit obligation
|
¥
|
(10,442,450
|
)
|
|
¥
|
(9,575,689
|
)
|
|
$
|
(101,383
|
)
|
Fair value of plan assets
|
8,028,910
|
|
|
7,198,328
|
|
|
77,951
|
|
|||
Net liability under U.S. GAAP
|
(2,413,540
|
)
|
|
(2,377,361
|
)
|
|
(23,432
|
)
|
|||
Net liability under Japanese GAAP:
|
|
|
|
|
|
||||||
Employees’ retirement benefits
|
(1,784,428
|
)
|
|
(1,109,515
|
)
|
|
(17,325
|
)
|
|||
Prepaid pension costs
|
90,894
|
|
|
140,439
|
|
|
883
|
|
|||
Total
|
(1,693,534
|
)
|
|
(969,076
|
)
|
|
(16,442
|
)
|
|||
Equity reconciliation item
|
¥
|
(720,006
|
)
|
|
¥
|
(1,408,285
|
)
|
|
$
|
(6,990
|
)
|
|
2014
|
|
2013
|
|
2012
|
Discount rate
|
From 0.8% to 1.10%
|
|
1.10%
|
|
1.10%
|
Expected rate of return on plan assets
|
2.0%
|
|
2.0%
|
|
2.0%
|
Amortization period of prior service credit relating to the plan amendment
|
From 8 to 12 years
|
|
From 8 to 12 years
|
|
From 8 to 12 years
|
Recognition period of actuarial gain/loss
|
From 11 to 12 years
|
|
From 8 to 12 years
|
|
From 5 to 12 years
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
||||||||
Machinery and equipment
|
¥
|
98,066
|
|
|
¥
|
69,451
|
|
|
¥
|
77,032
|
|
|
$
|
952
|
|
Furniture and fixtures
|
530,366
|
|
|
533,333
|
|
|
886,733
|
|
|
5,149
|
|
||||
Other assets
|
10,751
|
|
|
18,713
|
|
|
50,694
|
|
|
104
|
|
||||
Accumulated depreciation
|
(315,712
|
)
|
|
(285,510
|
)
|
|
(608,492
|
)
|
|
(3,065
|
)
|
||||
Lease obligation
|
(335,678
|
)
|
|
(348,732
|
)
|
|
(422,504
|
)
|
|
(3,259
|
)
|
||||
Other long-term liabilities
|
—
|
|
|
—
|
|
|
85
|
|
|
—
|
|
||||
Net impact on equity
|
(12,207
|
)
|
|
(12,745
|
)
|
|
(16,452
|
)
|
|
(119
|
)
|
||||
Reversal of operating lease expense
|
138,049
|
|
|
170,842
|
|
|
259,943
|
|
|
1,340
|
|
||||
Lease asset depreciation under U.S. GAAP
|
(129,782
|
)
|
|
(158,839
|
)
|
|
(253,049
|
)
|
|
(1,260
|
)
|
||||
Lease related interest expense under U.S. GAAP
|
(7,729
|
)
|
|
(8,296
|
)
|
|
(9,838
|
)
|
|
(75
|
)
|
||||
Lease related impact on net income before income tax
|
¥
|
538
|
|
|
¥
|
3,707
|
|
|
¥
|
(2,944
|
)
|
|
$
|
5
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||||||||||||||
|
2014
|
|
2014
|
||||||||||||||||||||
|
Japanese
GAAP
Balances
|
|
ASC 740 Applied to U.S. GAAP Adjustments
|
|
U.S. GAAP Balances
|
|
Japanese GAAP Balances
|
|
ASC 740 Applied to U.S. GAAP Adjustments
|
|
U.S. GAAP Balances
|
||||||||||||
Balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current deferred tax assets
|
¥
|
1,867,208
|
|
|
¥
|
879,391
|
|
|
¥
|
2,746,599
|
|
|
$
|
18,128
|
|
|
$
|
8,538
|
|
|
$
|
26,666
|
|
Non-current deferred tax assets
|
691,854
|
|
|
22,708
|
|
|
714,562
|
|
|
6,717
|
|
|
220
|
|
|
6,937
|
|
||||||
Non-current deferred tax liabilities
|
—
|
|
|
(1,077,366
|
)
|
|
(1,077,366
|
)
|
|
—
|
|
|
(10,460
|
)
|
|
(10,460
|
)
|
||||||
Net deferred tax assets
|
¥
|
2,559,062
|
|
|
¥
|
(175,267
|
)
|
|
¥
|
2,383,795
|
|
|
$
|
24,845
|
|
|
$
|
(1,702
|
)
|
|
$
|
23,143
|
|
|
Thousands of Yen
|
||||||||||
|
2013
|
||||||||||
|
Japanese
GAAP
Balances
|
|
ASC 740 Applied to U.S. GAAP Adjustments
|
|
U.S. GAAP Balances
|
||||||
Balance sheet:
|
|
|
|
|
|
||||||
Current deferred tax assets
|
¥
|
1,814,557
|
|
|
¥
|
906,836
|
|
|
¥
|
2,721,393
|
|
Non-current deferred tax assets
|
479,500
|
|
|
13,110
|
|
|
492,610
|
|
|||
Non-current deferred tax liabilities
|
—
|
|
|
(970,427
|
)
|
|
(970,427
|
)
|
|||
Net deferred tax assets
|
¥
|
2,294,057
|
|
|
¥
|
(50,481
|
)
|
|
¥
|
2,243,576
|
|