Aramark
|
|
(Exact name of registrant as specified in its charter)
|
|
Delaware
|
20-8236097
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
Aramark Tower
1101 Market Street
Philadelphia, Pennsylvania
|
19107
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
x
|
Smaller reporting company
|
o
|
TABLE OF CONTENTS
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Page
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July 3, 2015
|
|
October 3, 2014
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
117,836
|
|
|
$
|
111,690
|
|
Receivables (less allowances: 2015 - $39,642; 2014 - $37,381)
|
1,465,896
|
|
|
1,582,431
|
|
||
Inventories
|
550,922
|
|
|
553,815
|
|
||
Prepayments and other current assets
|
252,942
|
|
|
217,040
|
|
||
Total current assets
|
2,387,596
|
|
|
2,464,976
|
|
||
Property and Equipment, net
|
958,478
|
|
|
997,331
|
|
||
Goodwill
|
4,563,345
|
|
|
4,589,680
|
|
||
Other Intangible Assets
|
1,145,604
|
|
|
1,252,741
|
|
||
Other Assets
|
1,158,342
|
|
|
1,150,965
|
|
||
|
$
|
10,213,365
|
|
|
$
|
10,455,693
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term borrowings
|
$
|
86,000
|
|
|
$
|
89,805
|
|
Accounts payable
|
689,260
|
|
|
986,240
|
|
||
Accrued expenses and other current liabilities
|
1,051,388
|
|
|
1,302,828
|
|
||
Total current liabilities
|
1,826,648
|
|
|
2,378,873
|
|
||
Long-Term Borrowings
|
5,531,964
|
|
|
5,355,789
|
|
||
Deferred Income Taxes and Other Noncurrent Liabilities
|
978,443
|
|
|
993,118
|
|
||
Redeemable Noncontrolling Interest
|
9,969
|
|
|
9,877
|
|
||
Stockholders' Equity:
|
|
|
|
||||
Common stock, par value $.01 (authorized: 600,000,000 shares; issued: 2015—264,035,284 shares and 2014—256,086,839 shares;
and outstanding: 2015—239,162,991 shares and 2014—233,910,487 shares)
|
2,640
|
|
|
2,561
|
|
||
Capital surplus
|
2,734,242
|
|
|
2,575,011
|
|
||
Accumulated deficit
|
(264,844
|
)
|
|
(382,463
|
)
|
||
Accumulated other comprehensive loss
|
(153,999
|
)
|
|
(106,298
|
)
|
||
Treasury stock (shares held in treasury: 2015—24,872,293 shares and 2014—22,176,352 shares)
|
(451,698
|
)
|
|
(370,775
|
)
|
||
Total stockholders' equity
|
1,866,341
|
|
|
1,718,036
|
|
||
|
$
|
10,213,365
|
|
|
$
|
10,455,693
|
|
|
Three Months Ended
|
||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||
Sales
|
$
|
3,486,203
|
|
|
$
|
3,620,057
|
|
Costs and Expenses:
|
|
|
|
||||
Cost of services provided
|
3,164,700
|
|
|
3,275,409
|
|
||
Depreciation and amortization
|
125,332
|
|
|
124,917
|
|
||
Selling and general corporate expenses
|
79,293
|
|
|
78,448
|
|
||
|
3,369,325
|
|
|
3,478,774
|
|
||
Operating income
|
116,878
|
|
|
141,283
|
|
||
Interest and Other Financing Costs, net
|
71,225
|
|
|
71,186
|
|
||
Income Before Income Taxes
|
45,653
|
|
|
70,097
|
|
||
Provision for Income Taxes
|
11,615
|
|
|
23,181
|
|
||
Net income
|
34,038
|
|
|
46,916
|
|
||
Less: Net income attributable to noncontrolling interest
|
277
|
|
|
43
|
|
||
Net income attributable to Aramark stockholders
|
$
|
33,761
|
|
|
$
|
46,873
|
|
|
|
|
|
||||
Earnings per share attributable to Aramark stockholders:
|
|
|
|
||||
Basic
|
|
$0.14
|
|
|
|
$0.20
|
|
Diluted
|
|
$0.14
|
|
|
|
$0.19
|
|
Weighted Average Shares Outstanding:
|
|
|
|
||||
Basic
|
238,718
|
|
|
231,854
|
|
||
Diluted
|
247,224
|
|
|
243,739
|
|
|
Nine Months Ended
|
||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||
Sales
|
$
|
10,783,183
|
|
|
$
|
10,885,145
|
|
Costs and Expenses:
|
|
|
|
||||
Cost of services provided
|
9,691,195
|
|
|
9,790,036
|
|
||
Depreciation and amortization
|
375,757
|
|
|
387,058
|
|
||
Selling and general corporate expenses
|
242,597
|
|
|
288,739
|
|
||
|
10,309,549
|
|
|
10,465,833
|
|
||
Operating income
|
473,634
|
|
|
419,312
|
|
||
Interest and Other Financing Costs, net
|
214,354
|
|
|
256,613
|
|
||
Income Before Income Taxes
|
259,280
|
|
|
162,699
|
|
||
Provision for Income Taxes
|
79,517
|
|
|
57,750
|
|
||
Net income
|
179,763
|
|
|
104,949
|
|
||
Less: Net income attributable to noncontrolling interest
|
682
|
|
|
398
|
|
||
Net income attributable to Aramark stockholders
|
$
|
179,081
|
|
|
$
|
104,551
|
|
|
|
|
|
||||
Earnings per share attributable to Aramark stockholders:
|
|
|
|
||||
Basic
|
|
$0.76
|
|
|
|
$0.47
|
|
Diluted
|
|
$0.73
|
|
|
|
$0.45
|
|
Weighted Average Shares Outstanding:
|
|
|
|
||||
Basic
|
236,933
|
|
|
223,143
|
|
||
Diluted
|
246,035
|
|
|
234,822
|
|
|
Three Months Ended
|
||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||
Net income
|
$
|
34,038
|
|
|
$
|
46,916
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Pension plan adjustments
|
2,696
|
|
|
(567
|
)
|
||
Foreign currency translation adjustments
|
1,731
|
|
|
248
|
|
||
Fair value of cash flow hedges
|
4,260
|
|
|
(9,947
|
)
|
||
Other comprehensive income (loss), net of tax
|
8,687
|
|
|
(10,266
|
)
|
||
Comprehensive income
|
42,725
|
|
|
36,650
|
|
||
Less: Net income attributable to noncontrolling interest
|
277
|
|
|
43
|
|
||
Comprehensive income attributable to Aramark stockholders
|
$
|
42,448
|
|
|
$
|
36,607
|
|
|
Nine Months Ended
|
||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||
Net income
|
179,763
|
|
|
$
|
104,949
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Pension plan adjustments
|
2,696
|
|
|
(875
|
)
|
||
Foreign currency translation adjustments
|
(36,101
|
)
|
|
(718
|
)
|
||
Fair value of cash flow hedges
|
(14,296
|
)
|
|
(8,288
|
)
|
||
Other comprehensive income (loss), net of tax
|
(47,701
|
)
|
|
(9,881
|
)
|
||
Comprehensive income
|
132,062
|
|
|
95,068
|
|
||
Less: Net income attributable to noncontrolling interest
|
682
|
|
|
398
|
|
||
Comprehensive income attributable to Aramark stockholders
|
$
|
131,380
|
|
|
$
|
94,670
|
|
|
Nine Months Ended
|
||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
179,763
|
|
|
$
|
104,949
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
375,757
|
|
|
387,058
|
|
||
Income taxes deferred
|
11,032
|
|
|
(46,190
|
)
|
||
Share-based compensation expense
|
51,984
|
|
|
83,017
|
|
||
Changes in operating assets and liabilities
|
(479,492
|
)
|
|
(562,432
|
)
|
||
Other operating activities
|
18,540
|
|
|
16,158
|
|
||
Net cash provided by (used in) operating activities
|
157,584
|
|
|
(17,440
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment, client contract investments and other
|
(354,129
|
)
|
|
(326,317
|
)
|
||
Disposals of property and equipment
|
7,658
|
|
|
15,807
|
|
||
Proceeds from divestitures
|
—
|
|
|
24,000
|
|
||
Acquisition of certain businesses, net of cash acquired
|
(3,349
|
)
|
|
(20,335
|
)
|
||
Other investing activities
|
2,973
|
|
|
8,574
|
|
||
Net cash used in investing activities
|
(346,847
|
)
|
|
(298,271
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from long-term borrowings
|
234,856
|
|
|
1,725,047
|
|
||
Payments of long-term borrowings
|
(39,853
|
)
|
|
(1,919,980
|
)
|
||
Net change in funding under the Receivables Facility
|
(7,870
|
)
|
|
50,000
|
|
||
Payments of dividends
|
(61,236
|
)
|
|
(34,696
|
)
|
||
Proceeds from initial public offering, net
|
—
|
|
|
524,081
|
|
||
Proceeds from issuance of common stock
|
24,109
|
|
|
3,701
|
|
||
Other financing activities
|
45,403
|
|
|
(21,021
|
)
|
||
Net cash provided by financing activities
|
195,409
|
|
|
327,132
|
|
||
Increase in cash and cash equivalents
|
6,146
|
|
|
11,421
|
|
||
Cash and cash equivalents, beginning of period
|
111,690
|
|
|
110,998
|
|
||
Cash and cash equivalents, end of period
|
$
|
117,836
|
|
|
$
|
122,419
|
|
|
|
Nine Months Ended
|
||||||
(dollars in millions)
|
|
July 3, 2015
|
|
June 27, 2014
|
||||
Interest paid
|
|
$
|
186.8
|
|
|
$
|
223.5
|
|
Income taxes paid
|
|
41.8
|
|
|
61.5
|
|
|
Total
Stockholders'
Equity
|
|
Common
Stock |
|
Capital
Surplus |
|
Accumulated Deficit
|
|
Accumulated
Other
Comprehensive
Loss |
|
Treasury Stock
|
||||||||||||
Balance, October 3, 2014
|
$
|
1,718,036
|
|
|
$
|
2,561
|
|
|
$
|
2,575,011
|
|
|
$
|
(382,463
|
)
|
|
$
|
(106,298
|
)
|
|
$
|
(370,775
|
)
|
Net income attributable to Aramark stockholders
|
179,081
|
|
|
|
|
|
|
179,081
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss)
|
(47,701
|
)
|
|
|
|
|
|
|
|
(47,701
|
)
|
|
|
||||||||||
Capital contributions from issuance of common stock
|
57,297
|
|
|
79
|
|
|
57,218
|
|
|
|
|
|
|
|
|||||||||
Compensation expense related to stock incentive plans
|
51,984
|
|
|
|
|
51,984
|
|
|
|
|
|
|
|
||||||||||
Tax benefits related to stock incentive plans
|
50,029
|
|
|
|
|
50,029
|
|
|
|
|
|
|
|
||||||||||
Repurchases of common stock
|
(80,923
|
)
|
|
|
|
|
|
|
|
|
|
(80,923
|
)
|
||||||||||
Payments of dividends
|
(61,462
|
)
|
|
|
|
|
|
(61,462
|
)
|
|
|
|
|
||||||||||
Balance, July 3, 2015
|
$
|
1,866,341
|
|
|
$
|
2,640
|
|
|
$
|
2,734,242
|
|
|
$
|
(264,844
|
)
|
|
$
|
(153,999
|
)
|
|
$
|
(451,698
|
)
|
|
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
|
104,551
|
|
|
|
|
|
|
104,551
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss)
|
(9,881
|
)
|
|
|
|
|
|
|
|
(9,881
|
)
|
|
|
||||||||||
Capital contributions from issuance of common stock
|
42,764
|
|
|
60
|
|
|
42,704
|
|
|
|
|
|
|
|
|||||||||
Capital contributions from initial public offering
|
524,081
|
|
|
280
|
|
|
523,801
|
|
|
|
|
|
|
|
|||||||||
Compensation expense related to stock incentive plans
|
83,017
|
|
|
|
|
83,017
|
|
|
|
|
|
|
|
||||||||||
Tax benefits related to stock incentive plans
|
27,236
|
|
|
|
|
27,236
|
|
|
|
|
|
|
|
||||||||||
Change due to termination of provision in Stockholders' Agreement
|
158,708
|
|
|
|
|
158,708
|
|
|
|
|
|
|
|
||||||||||
Repurchases of common stock
|
(79,765
|
)
|
|
|
|
|
|
|
|
|
|
(79,765
|
)
|
||||||||||
Payment of dividends
|
(34,696
|
)
|
|
|
|
|
|
(34,696
|
)
|
|
|
|
|
||||||||||
Balance, June 27, 2014
|
$
|
1,719,722
|
|
|
$
|
2,534
|
|
|
$
|
2,529,129
|
|
|
$
|
(409,378
|
)
|
|
$
|
(69,106
|
)
|
|
$
|
(333,457
|
)
|
|
Three Months Ended
|
||||||||||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||||||||||
|
Pre-Tax Amount
|
Tax Effect
|
After-Tax Amount
|
|
Pre-Tax Amount
|
Tax Effect
|
After-Tax Amount
|
||||||||
Net income
|
|
|
$
|
34,038
|
|
|
|
|
$
|
46,916
|
|
||||
Pension plan adjustments
|
4,148
|
|
(1,452
|
)
|
2,696
|
|
|
(872
|
)
|
305
|
|
(567
|
)
|
||
Foreign currency translation adjustments
|
(1,882
|
)
|
3,613
|
|
1,731
|
|
|
(1,135
|
)
|
1,383
|
|
248
|
|
||
Fair value of cash flow hedges
|
7,211
|
|
(2,951
|
)
|
4,260
|
|
|
(16,398
|
)
|
6,451
|
|
(9,947
|
)
|
||
Other comprehensive income (loss)
|
9,477
|
|
(790
|
)
|
8,687
|
|
|
(18,405
|
)
|
8,139
|
|
(10,266
|
)
|
||
Comprehensive income
|
|
|
42,725
|
|
|
|
|
36,650
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
|
|
277
|
|
|
|
|
43
|
|
||||||
Comprehensive income attributable to Aramark stockholders
|
|
|
$
|
42,448
|
|
|
|
|
$
|
36,607
|
|
|
Nine Months Ended
|
||||||||||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||||||||||
|
Pre-Tax Amount
|
Tax Effect
|
After-Tax Amount
|
|
Pre-Tax Amount
|
Tax Effect
|
After-Tax Amount
|
||||||||
Net income
|
|
|
$
|
179,763
|
|
|
|
|
$
|
104,949
|
|
||||
Pension plan adjustments
|
4,148
|
|
(1,452
|
)
|
2,696
|
|
|
(1,346
|
)
|
471
|
|
(875
|
)
|
||
Foreign currency translation adjustments
|
(41,359
|
)
|
5,258
|
|
(36,101
|
)
|
|
(6,128
|
)
|
5,410
|
|
(718
|
)
|
||
Fair value of cash flow hedges
|
(23,572
|
)
|
9,276
|
|
(14,296
|
)
|
|
(13,396
|
)
|
5,108
|
|
(8,288
|
)
|
||
Other comprehensive income (loss)
|
(60,783
|
)
|
13,082
|
|
(47,701
|
)
|
|
(20,870
|
)
|
10,989
|
|
(9,881
|
)
|
||
Comprehensive income
|
|
|
132,062
|
|
|
|
|
95,068
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
|
|
682
|
|
|
|
|
398
|
|
||||||
Comprehensive income attributable to Aramark stockholders
|
|
|
$
|
131,380
|
|
|
|
|
$
|
94,670
|
|
|
July 3, 2015
|
|
October 3, 2014
|
||||
Pension plan adjustments
|
$
|
(44,119
|
)
|
|
$
|
(44,119
|
)
|
Foreign currency translation adjustments
|
(64,095
|
)
|
|
(27,994
|
)
|
||
Cash flow hedges
|
(40,486
|
)
|
|
(26,190
|
)
|
||
Share of equity investee's accumulated other comprehensive loss
|
(5,299
|
)
|
|
(7,995
|
)
|
||
|
$
|
(153,999
|
)
|
|
$
|
(106,298
|
)
|
Segment
|
October 3, 2014
|
|
Translation
|
|
July 3, 2015
|
||||||
FSS North America
|
$
|
3,583,656
|
|
|
$
|
(212
|
)
|
|
$
|
3,583,444
|
|
FSS International
|
431,245
|
|
|
(26,123
|
)
|
|
405,122
|
|
|||
Uniform
|
574,779
|
|
|
—
|
|
|
574,779
|
|
|||
|
$
|
4,589,680
|
|
|
$
|
(26,335
|
)
|
|
$
|
4,563,345
|
|
|
July 3, 2015
|
|
October 3, 2014
|
||||||||||||||||||||
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||||||||
Customer relationship assets
|
$
|
1,864,359
|
|
|
$
|
(1,466,806
|
)
|
|
$
|
397,553
|
|
|
$
|
1,885,222
|
|
|
$
|
(1,386,248
|
)
|
|
$
|
498,974
|
|
Trade names
|
749,684
|
|
|
(1,633
|
)
|
|
748,051
|
|
|
755,400
|
|
|
(1,633
|
)
|
|
753,767
|
|
||||||
|
$
|
2,614,043
|
|
|
$
|
(1,468,439
|
)
|
|
$
|
1,145,604
|
|
|
$
|
2,640,622
|
|
|
$
|
(1,387,881
|
)
|
|
$
|
1,252,741
|
|
|
Three Months Ended
|
||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||
Interest rate swap agreements
|
$
|
7,029
|
|
|
$
|
(9,567
|
)
|
Cross currency swap agreements
|
(536
|
)
|
|
(380
|
)
|
||
|
$
|
6,493
|
|
|
$
|
(9,947
|
)
|
|
Nine Months Ended
|
||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||
Interest rate swap agreements
|
$
|
(10,036
|
)
|
|
$
|
(5,641
|
)
|
Cross currency swap agreements
|
8,992
|
|
|
(2,647
|
)
|
||
|
$
|
(1,044
|
)
|
|
$
|
(8,288
|
)
|
|
|
|
|
Three Months Ended
|
||||||
|
|
Account
|
|
July 3, 2015
|
|
June 27, 2014
|
||||
Designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
|
Interest Expense
|
|
$
|
7,838
|
|
|
$
|
6,933
|
|
Cross currency swap agreements
|
|
Interest Expense
|
|
(441
|
)
|
|
2,971
|
|
||
|
|
|
|
7,397
|
|
|
9,904
|
|
||
Not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Gasoline and diesel fuel agreements
|
|
Costs of services provided
|
|
$
|
(1,175
|
)
|
|
$
|
(533
|
)
|
Foreign currency forward exchange contracts
|
|
Interest Expense
|
|
184
|
|
|
1,122
|
|
||
|
|
|
|
(991
|
)
|
|
589
|
|
||
|
|
|
|
$
|
6,406
|
|
|
$
|
10,493
|
|
|
|
|
|
Nine Months Ended
|
||||||
|
|
Account
|
|
July 3, 2015
|
|
June 27, 2014
|
||||
Designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
|
Interest Expense
|
|
$
|
23,458
|
|
|
$
|
23,116
|
|
Cross currency swap agreements
|
|
Interest Expense
|
|
(7,998
|
)
|
|
(1,853
|
)
|
||
|
|
|
|
15,460
|
|
|
21,263
|
|
||
Not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Cross currency swap agreements
|
|
Interest Expense
|
|
$
|
—
|
|
|
$
|
(5,111
|
)
|
Gasoline and diesel fuel agreements
|
|
Cost of services provided
|
|
4,224
|
|
|
(669
|
)
|
||
Foreign currency forward exchange contracts
|
|
Interest Expense
|
|
(4,373
|
)
|
|
5,407
|
|
||
|
|
|
|
(149
|
)
|
|
(373
|
)
|
||
|
|
|
|
$
|
15,311
|
|
|
$
|
20,890
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
July 3, 2015
|
|
June 27, 2014
|
|
July 3, 2015
|
|
June 27, 2014
|
||||||||
Earnings:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Aramark stockholders
|
|
|
$33,761
|
|
|
|
$46,873
|
|
|
|
$179,081
|
|
|
|
$104,551
|
|
Shares:
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares outstanding
|
|
238,718
|
|
|
231,854
|
|
|
236,933
|
|
|
223,143
|
|
||||
Effect of dilutive securities
|
|
8,506
|
|
|
11,885
|
|
|
9,102
|
|
|
11,679
|
|
||||
Diluted weighted-average shares outstanding
|
|
247,224
|
|
|
243,739
|
|
|
246,035
|
|
|
234,822
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic Earnings Per Share:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Aramark stockholders
|
|
|
$0.14
|
|
|
|
$0.20
|
|
|
|
$0.76
|
|
|
|
$0.47
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted Earnings Per Share:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Aramark stockholders
|
|
|
$0.14
|
|
|
|
$0.19
|
|
|
|
$0.73
|
|
|
|
$0.45
|
|
|
Sales
|
||||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 3, 2015
|
|
June 27, 2014
|
|
July 3, 2015
|
|
June 27, 2014
|
||||||||
FSS North America
|
$
|
2,382.6
|
|
|
$
|
2,468.9
|
|
|
$
|
7,466.1
|
|
|
$
|
7,449.8
|
|
FSS International
|
722.0
|
|
|
784.1
|
|
|
2,180.4
|
|
|
2,340.1
|
|
||||
Uniform
|
381.6
|
|
|
367.1
|
|
|
1,136.7
|
|
|
1,095.2
|
|
||||
|
$
|
3,486.2
|
|
|
$
|
3,620.1
|
|
|
$
|
10,783.2
|
|
|
$
|
10,885.1
|
|
|
Operating Income
|
||||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 3, 2015
|
|
June 27, 2014
|
|
July 3, 2015
|
|
June 27, 2014
|
||||||||
FSS North America
|
$
|
73.6
|
|
|
$
|
94.9
|
|
|
$
|
363.5
|
|
|
$
|
382.5
|
|
FSS International
|
32.3
|
|
|
37.3
|
|
|
83.4
|
|
|
78.6
|
|
||||
Uniform
|
49.6
|
|
|
46.9
|
|
|
145.7
|
|
|
123.7
|
|
||||
|
155.5
|
|
|
179.1
|
|
|
592.6
|
|
|
584.8
|
|
||||
Corporate
|
(38.6
|
)
|
|
(37.8
|
)
|
|
(119.0
|
)
|
|
(165.5
|
)
|
||||
Operating Income
|
116.9
|
|
|
141.3
|
|
|
473.6
|
|
|
419.3
|
|
||||
Interest and Other Financing Costs, net
|
(71.2
|
)
|
|
(71.2
|
)
|
|
(214.3
|
)
|
|
(256.6
|
)
|
||||
Income Before Income Taxes
|
$
|
45.7
|
|
|
$
|
70.1
|
|
|
$
|
259.3
|
|
|
$
|
162.7
|
|
•
|
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
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
25.7
|
|
|
$
|
39.4
|
|
|
$
|
52.7
|
|
|
$
|
—
|
|
|
$
|
117.8
|
|
Receivables
|
—
|
|
|
3.3
|
|
|
367.8
|
|
|
1,094.8
|
|
|
—
|
|
|
1,465.9
|
|
||||||
Inventories, at lower of cost or market
|
—
|
|
|
15.6
|
|
|
462.6
|
|
|
72.7
|
|
|
—
|
|
|
550.9
|
|
||||||
Prepayments and other current assets
|
—
|
|
|
89.5
|
|
|
73.9
|
|
|
89.5
|
|
|
—
|
|
|
252.9
|
|
||||||
Total current assets
|
—
|
|
|
134.1
|
|
|
943.7
|
|
|
1,309.7
|
|
|
—
|
|
|
2,387.5
|
|
||||||
Property and Equipment, net
|
—
|
|
|
29.4
|
|
|
770.1
|
|
|
159.0
|
|
|
—
|
|
|
958.5
|
|
||||||
Goodwill
|
—
|
|
|
173.1
|
|
|
3,982.7
|
|
|
407.5
|
|
|
—
|
|
|
4,563.3
|
|
||||||
Investment in and Advances to Subsidiaries
|
1,866.4
|
|
|
5,813.2
|
|
|
435.2
|
|
|
22.9
|
|
|
(8,137.7
|
)
|
|
—
|
|
||||||
Other Intangible Assets
|
—
|
|
|
29.7
|
|
|
1,015.1
|
|
|
100.9
|
|
|
—
|
|
|
1,145.7
|
|
||||||
Other Assets
|
—
|
|
|
69.3
|
|
|
860.2
|
|
|
230.8
|
|
|
(1.9
|
)
|
|
1,158.4
|
|
||||||
|
$
|
1,866.4
|
|
|
$
|
6,248.8
|
|
|
$
|
8,007.0
|
|
|
$
|
2,230.8
|
|
|
$
|
(8,139.6
|
)
|
|
$
|
10,213.4
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term borrowings
|
$
|
—
|
|
|
$
|
21.9
|
|
|
$
|
13.4
|
|
|
$
|
50.7
|
|
|
$
|
—
|
|
|
$
|
86.0
|
|
Accounts payable
|
—
|
|
|
129.5
|
|
|
300.0
|
|
|
259.8
|
|
|
—
|
|
|
689.3
|
|
||||||
Accrued expenses and other liabilities
|
0.1
|
|
|
144.8
|
|
|
639.6
|
|
|
266.8
|
|
|
0.1
|
|
|
1,051.4
|
|
||||||
Total current liabilities
|
0.1
|
|
|
296.2
|
|
|
953.0
|
|
|
577.3
|
|
|
0.1
|
|
|
1,826.7
|
|
||||||
Long-term Borrowings
|
—
|
|
|
4,683.6
|
|
|
46.3
|
|
|
802.1
|
|
|
—
|
|
|
5,532.0
|
|
||||||
Deferred Income Taxes and Other Noncurrent Liabilities
|
—
|
|
|
384.3
|
|
|
530.3
|
|
|
63.9
|
|
|
—
|
|
|
978.5
|
|
||||||
Intercompany Payable
|
—
|
|
|
—
|
|
|
5,401.0
|
|
|
998.8
|
|
|
(6,399.8
|
)
|
|
—
|
|
||||||
Redeemable Noncontrolling Interest
|
—
|
|
|
—
|
|
|
9.9
|
|
|
—
|
|
|
—
|
|
|
9.9
|
|
||||||
Total Stockholders' Equity
|
1,866.3
|
|
|
884.7
|
|
|
1,066.5
|
|
|
(211.3
|
)
|
|
(1,739.9
|
)
|
|
1,866.3
|
|
||||||
|
$
|
1,866.4
|
|
|
$
|
6,248.8
|
|
|
$
|
8,007.0
|
|
|
$
|
2,230.8
|
|
|
$
|
(8,139.6
|
)
|
|
$
|
10,213.4
|
|
|
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
|
)
|
|
—
|
|
||||||
Redeemable Noncontrolling Interest
|
—
|
|
|
—
|
|
|
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
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
258.2
|
|
|
$
|
2,274.5
|
|
|
$
|
953.5
|
|
|
$
|
—
|
|
|
$
|
3,486.2
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
236.5
|
|
|
2,042.5
|
|
|
885.7
|
|
|
—
|
|
|
3,164.7
|
|
||||||
Depreciation and amortization
|
—
|
|
|
2.6
|
|
|
104.0
|
|
|
18.7
|
|
|
—
|
|
|
125.3
|
|
||||||
Selling and general corporate expenses
|
0.4
|
|
|
40.4
|
|
|
34.2
|
|
|
4.3
|
|
|
—
|
|
|
79.3
|
|
||||||
Interest and other financing costs, net
|
—
|
|
|
62.8
|
|
|
(0.7
|
)
|
|
9.1
|
|
|
—
|
|
|
71.2
|
|
||||||
Expense allocations
|
(0.4
|
)
|
|
(87.2
|
)
|
|
76.6
|
|
|
11.0
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
255.1
|
|
|
2,256.6
|
|
|
928.8
|
|
|
—
|
|
|
3,440.5
|
|
||||||
Income before Income Taxes
|
—
|
|
|
3.1
|
|
|
17.9
|
|
|
24.7
|
|
|
—
|
|
|
45.7
|
|
||||||
Provision for Income Taxes
|
—
|
|
|
1.0
|
|
|
2.2
|
|
|
8.4
|
|
|
—
|
|
|
11.6
|
|
||||||
Equity in Net Income of Subsidiaries
|
33.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.8
|
)
|
|
—
|
|
||||||
Net income
|
33.8
|
|
|
2.1
|
|
|
15.7
|
|
|
16.3
|
|
|
(33.8
|
)
|
|
34.1
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||||
Net income attributable to Aramark stockholders
|
33.8
|
|
|
2.1
|
|
|
15.4
|
|
|
16.3
|
|
|
(33.8
|
)
|
|
33.8
|
|
||||||
Other comprehensive income (loss), net of tax
|
8.7
|
|
|
10.7
|
|
|
2.1
|
|
|
(2.7
|
)
|
|
(10.1
|
)
|
|
8.7
|
|
||||||
Comprehensive income attributable to Aramark stockholders
|
$
|
42.5
|
|
|
$
|
12.8
|
|
|
$
|
17.5
|
|
|
$
|
13.6
|
|
|
$
|
(43.9
|
)
|
|
$
|
42.5
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
759.8
|
|
|
$
|
7,096.2
|
|
|
$
|
2,927.2
|
|
|
$
|
—
|
|
|
$
|
10,783.2
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
670.1
|
|
|
6,305.9
|
|
|
2,715.2
|
|
|
—
|
|
|
9,691.2
|
|
||||||
Depreciation and amortization
|
—
|
|
|
8.1
|
|
|
309.2
|
|
|
58.4
|
|
|
—
|
|
|
375.7
|
|
||||||
Selling and general corporate expenses
|
1.8
|
|
|
125.6
|
|
|
102.6
|
|
|
12.6
|
|
|
—
|
|
|
242.6
|
|
||||||
Interest and other financing costs
|
—
|
|
|
190.7
|
|
|
(1.6
|
)
|
|
25.3
|
|
|
—
|
|
|
214.4
|
|
||||||
Expense allocations
|
(1.8
|
)
|
|
(250.0
|
)
|
|
218.8
|
|
|
33.0
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
744.5
|
|
|
6,934.9
|
|
|
2,844.5
|
|
|
—
|
|
|
10,523.9
|
|
||||||
Income before Income Taxes
|
—
|
|
|
15.3
|
|
|
161.3
|
|
|
82.7
|
|
|
—
|
|
|
259.3
|
|
||||||
Provision for Income Taxes
|
—
|
|
|
5.3
|
|
|
45.6
|
|
|
28.6
|
|
|
—
|
|
|
79.5
|
|
||||||
Equity in Net Income of Subsidiaries
|
179.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(179.1
|
)
|
|
—
|
|
||||||
Net income
|
179.1
|
|
|
10.0
|
|
|
115.7
|
|
|
54.1
|
|
|
(179.1
|
)
|
|
179.8
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||||
Net income attributable to Aramark stockholders
|
179.1
|
|
|
10.0
|
|
|
115.0
|
|
|
54.1
|
|
|
(179.1
|
)
|
|
179.1
|
|
||||||
Other comprehensive loss, net of tax
|
(47.7
|
)
|
|
(4.4
|
)
|
|
(1.3
|
)
|
|
(72.4
|
)
|
|
78.1
|
|
|
(47.7
|
)
|
||||||
Comprehensive income (loss) attributable to Aramark stockholders
|
$
|
131.4
|
|
|
$
|
5.6
|
|
|
$
|
113.7
|
|
|
$
|
(18.3
|
)
|
|
$
|
(101.0
|
)
|
|
$
|
131.4
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
265.3
|
|
|
$
|
2,302.0
|
|
|
$
|
1,052.8
|
|
|
$
|
—
|
|
|
$
|
3,620.1
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
235.4
|
|
|
2,070.3
|
|
|
969.7
|
|
|
—
|
|
|
3,275.4
|
|
||||||
Depreciation and amortization
|
—
|
|
|
2.6
|
|
|
98.5
|
|
|
23.8
|
|
|
—
|
|
|
124.9
|
|
||||||
Selling and general corporate expenses
|
1.1
|
|
|
38.8
|
|
|
33.9
|
|
|
4.7
|
|
|
—
|
|
|
78.5
|
|
||||||
Interest and other financing costs
|
—
|
|
|
62.7
|
|
|
(0.1
|
)
|
|
8.6
|
|
|
—
|
|
|
71.2
|
|
||||||
Expense allocations
|
—
|
|
|
(79.5
|
)
|
|
67.6
|
|
|
11.9
|
|
|
—
|
|
|
—
|
|
||||||
|
1.1
|
|
|
260.0
|
|
|
2,270.2
|
|
|
1,018.7
|
|
|
—
|
|
|
3,550.0
|
|
||||||
Income (Loss) before Income Taxes
|
(1.1
|
)
|
|
5.3
|
|
|
31.8
|
|
|
34.1
|
|
|
—
|
|
|
70.1
|
|
||||||
Provision (Benefit) for Income Taxes
|
(0.4
|
)
|
|
1.9
|
|
|
14.3
|
|
|
7.4
|
|
|
—
|
|
|
23.2
|
|
||||||
Equity in Net Income of Subsidiaries
|
47.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47.6
|
)
|
|
—
|
|
||||||
Net income
|
46.9
|
|
|
3.4
|
|
|
17.5
|
|
|
26.7
|
|
|
(47.6
|
)
|
|
46.9
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income attributable to Aramark stockholders
|
46.9
|
|
|
3.4
|
|
|
17.5
|
|
|
26.7
|
|
|
(47.6
|
)
|
|
46.9
|
|
||||||
Other comprehensive income (loss), net of tax
|
(10.3
|
)
|
|
(8.9
|
)
|
|
1.2
|
|
|
1.3
|
|
|
6.4
|
|
|
(10.3
|
)
|
||||||
Comprehensive income (loss) attributable to Aramark stockholders
|
$
|
36.6
|
|
|
$
|
(5.5
|
)
|
|
$
|
18.7
|
|
|
$
|
28.0
|
|
|
$
|
(41.2
|
)
|
|
$
|
36.6
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
777.8
|
|
|
$
|
6,909.8
|
|
|
$
|
3,197.5
|
|
|
$
|
—
|
|
|
$
|
10,885.1
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
690.1
|
|
|
6,140.1
|
|
|
2,959.8
|
|
|
—
|
|
|
9,790.0
|
|
||||||
Depreciation and amortization
|
—
|
|
|
10.8
|
|
|
303.8
|
|
|
72.5
|
|
|
—
|
|
|
387.1
|
|
||||||
Selling and general corporate expenses
|
7.1
|
|
|
166.2
|
|
|
101.1
|
|
|
14.3
|
|
|
—
|
|
|
288.7
|
|
||||||
Interest and other financing costs
|
—
|
|
|
233.2
|
|
|
(0.9
|
)
|
|
24.3
|
|
|
—
|
|
|
256.6
|
|
||||||
Expense allocations
|
—
|
|
|
(331.9
|
)
|
|
303.8
|
|
|
28.1
|
|
|
—
|
|
|
—
|
|
||||||
|
7.1
|
|
|
768.4
|
|
|
6,847.9
|
|
|
3,099.0
|
|
|
—
|
|
|
10,722.4
|
|
||||||
Income (Loss) before Income Taxes
|
(7.1
|
)
|
|
9.4
|
|
|
61.9
|
|
|
98.5
|
|
|
—
|
|
|
162.7
|
|
||||||
Provision (Benefit) for Income Taxes
|
(2.5
|
)
|
|
3.1
|
|
|
35.1
|
|
|
22.0
|
|
|
—
|
|
|
57.7
|
|
||||||
Equity in Net Income of Subsidiaries
|
109.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(109.2
|
)
|
|
—
|
|
||||||
Net income
|
104.6
|
|
|
6.3
|
|
|
26.8
|
|
|
76.5
|
|
|
(109.2
|
)
|
|
105.0
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
Net income attributable to Aramark stockholders
|
104.6
|
|
|
6.3
|
|
|
26.4
|
|
|
76.5
|
|
|
(109.2
|
)
|
|
104.6
|
|
||||||
Other comprehensive income (loss), net of tax
|
(9.9
|
)
|
|
1.3
|
|
|
2.8
|
|
|
(16.2
|
)
|
|
12.1
|
|
|
(9.9
|
)
|
||||||
Comprehensive income attributable to Aramark stockholders
|
$
|
94.7
|
|
|
$
|
7.6
|
|
|
$
|
29.2
|
|
|
$
|
60.3
|
|
|
$
|
(97.1
|
)
|
|
$
|
94.7
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(0.7
|
)
|
|
$
|
(16.2
|
)
|
|
$
|
(145.7
|
)
|
|
$
|
324.3
|
|
|
$
|
(4.2
|
)
|
|
$
|
157.5
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment, client contract investments and other
|
—
|
|
|
(19.5
|
)
|
|
(291.3
|
)
|
|
(43.3
|
)
|
|
—
|
|
|
(354.1
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
0.4
|
|
|
5.3
|
|
|
2.0
|
|
|
—
|
|
|
7.7
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
||||||
Other investing activities
|
—
|
|
|
(0.2
|
)
|
|
15.9
|
|
|
(12.7
|
)
|
|
—
|
|
|
3.0
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(19.3
|
)
|
|
(273.5
|
)
|
|
(54.0
|
)
|
|
—
|
|
|
(346.8
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
199.0
|
|
|
—
|
|
|
35.9
|
|
|
—
|
|
|
234.9
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(16.4
|
)
|
|
(11.2
|
)
|
|
(12.3
|
)
|
|
—
|
|
|
(39.9
|
)
|
||||||
Net change in funding under the Receivables Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.9
|
)
|
|
—
|
|
|
(7.9
|
)
|
||||||
Payments of dividends
|
—
|
|
|
(61.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61.2
|
)
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
24.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.1
|
|
||||||
Other financing activities
|
—
|
|
|
49.1
|
|
|
(3.1
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
45.4
|
|
||||||
Change in intercompany, net
|
0.7
|
|
|
(159.7
|
)
|
|
431.3
|
|
|
(276.5
|
)
|
|
4.2
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
0.7
|
|
|
34.9
|
|
|
417.0
|
|
|
(261.4
|
)
|
|
4.2
|
|
|
195.4
|
|
||||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
(0.6
|
)
|
|
(2.2
|
)
|
|
8.9
|
|
|
—
|
|
|
6.1
|
|
||||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
26.3
|
|
|
41.6
|
|
|
43.8
|
|
|
—
|
|
|
111.7
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
25.7
|
|
|
$
|
39.4
|
|
|
$
|
52.7
|
|
|
$
|
—
|
|
|
$
|
117.8
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(4.0
|
)
|
|
$
|
91.0
|
|
|
$
|
(123.1
|
)
|
|
$
|
23.2
|
|
|
$
|
(4.5
|
)
|
|
$
|
(17.4
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment, client contract investments and other
|
—
|
|
|
(12.5
|
)
|
|
(270.3
|
)
|
|
(43.5
|
)
|
|
—
|
|
|
(326.3
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
8.0
|
|
|
3.0
|
|
|
4.8
|
|
|
—
|
|
|
15.8
|
|
||||||
Proceeds from divestitures
|
—
|
|
|
—
|
|
|
24.0
|
|
|
—
|
|
|
—
|
|
|
24.0
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(12.0
|
)
|
|
(8.3
|
)
|
|
—
|
|
|
(20.3
|
)
|
||||||
Other investing activities
|
—
|
|
|
(0.5
|
)
|
|
11.0
|
|
|
(2.0
|
)
|
|
—
|
|
|
8.5
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(5.0
|
)
|
|
(244.3
|
)
|
|
(49.0
|
)
|
|
—
|
|
|
(298.3
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
1,418.7
|
|
|
(0.1
|
)
|
|
306.4
|
|
|
—
|
|
|
1,725.0
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(1,824.6
|
)
|
|
(10.7
|
)
|
|
(84.7
|
)
|
|
—
|
|
|
(1,920.0
|
)
|
||||||
Net change in funding under the Receivables Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
50.0
|
|
|
—
|
|
|
50.0
|
|
||||||
Payments of dividends
|
—
|
|
|
(34.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34.7
|
)
|
||||||
Proceeds from initial public offering, net
|
524.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
524.1
|
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
||||||
Other financing activities
|
—
|
|
|
(11.0
|
)
|
|
(6.1
|
)
|
|
(3.9
|
)
|
|
—
|
|
|
(21.0
|
)
|
||||||
Change in intercompany, net
|
(520.1
|
)
|
|
368.5
|
|
|
390.3
|
|
|
(243.2
|
)
|
|
4.5
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
4.0
|
|
|
(79.4
|
)
|
|
373.4
|
|
|
24.6
|
|
|
4.5
|
|
|
327.1
|
|
||||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
6.6
|
|
|
6.0
|
|
|
(1.2
|
)
|
|
—
|
|
|
11.4
|
|
||||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
23.0
|
|
|
40.5
|
|
|
47.5
|
|
|
—
|
|
|
111.0
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
29.6
|
|
|
$
|
46.5
|
|
|
$
|
46.3
|
|
|
$
|
—
|
|
|
$
|
122.4
|
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
July 3, 2015
|
|
June 27, 2014
|
|
$
|
|
%
|
|||||||
Sales
|
$
|
3,486.2
|
|
|
$
|
3,620.1
|
|
|
$
|
(133.9
|
)
|
|
(4
|
)%
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of services provided
|
3,164.7
|
|
|
3,275.4
|
|
|
(110.7
|
)
|
|
(3
|
)%
|
|||
Other operating expenses
|
204.6
|
|
|
203.4
|
|
|
1.2
|
|
|
1
|
%
|
|||
|
3,369.3
|
|
|
3,478.8
|
|
|
(109.5
|
)
|
|
(3
|
)%
|
|||
Operating income
|
116.9
|
|
|
141.3
|
|
|
(24.4
|
)
|
|
(17
|
)%
|
|||
Interest and Other Financing Costs, net
|
71.2
|
|
|
71.2
|
|
|
—
|
|
|
—
|
%
|
|||
Income Before Income Taxes
|
45.7
|
|
|
70.1
|
|
|
(24.4
|
)
|
|
(35
|
)%
|
|||
Provision for Income Taxes
|
11.6
|
|
|
23.2
|
|
|
(11.6
|
)
|
|
(50
|
)%
|
|||
Net income
|
$
|
34.1
|
|
|
$
|
46.9
|
|
|
$
|
(12.8
|
)
|
|
(27
|
)%
|
|
|
Three Months Ended
|
|
Change
|
|||||||||||
Sales by Segment
(1)
|
|
July 3, 2015
|
|
June 27, 2014
|
|
$
|
|
%
|
|||||||
FSS North America
|
|
$
|
2,382.6
|
|
|
$
|
2,468.9
|
|
|
$
|
(86.3
|
)
|
|
(3
|
)%
|
FSS International
|
|
722.0
|
|
|
784.1
|
|
|
(62.1
|
)
|
|
(8
|
)%
|
|||
Uniform
|
|
381.6
|
|
|
367.1
|
|
|
14.5
|
|
|
4
|
%
|
|||
|
|
$
|
3,486.2
|
|
|
$
|
3,620.1
|
|
|
$
|
(133.9
|
)
|
|
(4
|
)%
|
|
|
|
|||||||||||||
|
|
Three Months Ended
|
|
Change
|
|||||||||||
Operating Income by Segment
|
|
July 3, 2015
|
|
June 27, 2014
|
|
$
|
|
%
|
|||||||
FSS North America
|
|
$
|
73.6
|
|
|
$
|
94.9
|
|
|
$
|
(21.3
|
)
|
|
(22
|
)%
|
FSS International
|
|
32.3
|
|
|
37.3
|
|
|
(5.0
|
)
|
|
(13
|
)%
|
|||
Uniform
|
|
49.6
|
|
|
46.9
|
|
|
2.7
|
|
|
6
|
%
|
|||
Corporate
|
|
(38.6
|
)
|
|
(37.8
|
)
|
|
(0.8
|
)
|
|
2
|
%
|
|||
|
|
$
|
116.9
|
|
|
$
|
141.3
|
|
|
$
|
(24.4
|
)
|
|
(17
|
)%
|
(1)
|
As a percentage of total sales, FSS North America represented
68%
and
68%
, FSS International represented
21%
and
22%
and Uniform represented
11%
and
10%
for the three months ended
July 3, 2015
and
June 27, 2014
, respectively.
|
|
Nine Months Ended
|
|
Change
|
|||||||||||
|
July 3, 2015
|
|
June 27, 2014
|
|
$
|
|
%
|
|||||||
Sales
|
$
|
10,783.2
|
|
|
$
|
10,885.1
|
|
|
$
|
(101.9
|
)
|
|
(1
|
)%
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of services provided
|
9,691.2
|
|
|
9,790.0
|
|
|
(98.8
|
)
|
|
(1
|
)%
|
|||
Other operating expenses
|
618.4
|
|
|
675.8
|
|
|
(57.4
|
)
|
|
(8
|
)%
|
|||
|
10,309.6
|
|
|
10,465.8
|
|
|
(156.2
|
)
|
|
(1
|
)%
|
|||
Operating income
|
473.6
|
|
|
419.3
|
|
|
54.3
|
|
|
13
|
%
|
|||
Interest and Other Financing Costs, net
|
214.3
|
|
|
256.6
|
|
|
(42.3
|
)
|
|
(16
|
)%
|
|||
Income Before Income Taxes
|
259.3
|
|
|
162.7
|
|
|
96.6
|
|
|
59
|
%
|
|||
Provision for Income Taxes
|
79.5
|
|
|
57.8
|
|
|
21.7
|
|
|
38
|
%
|
|||
Net income
|
$
|
179.8
|
|
|
$
|
104.9
|
|
|
$
|
74.9
|
|
|
71
|
%
|
|
|
Nine Months Ended
|
|
Change
|
|||||||||||
Sales by Segment
(1)
|
|
July 3, 2015
|
|
June 27, 2014
|
|
$
|
|
%
|
|||||||
FSS North America
|
|
$
|
7,466.1
|
|
|
$
|
7,449.8
|
|
|
$
|
16.3
|
|
|
—
|
%
|
FSS International
|
|
2,180.4
|
|
|
2,340.1
|
|
|
(159.7
|
)
|
|
(7
|
)%
|
|||
Uniform
|
|
1,136.7
|
|
|
1,095.2
|
|
|
41.5
|
|
|
4
|
%
|
|||
|
|
$
|
10,783.2
|
|
|
$
|
10,885.1
|
|
|
$
|
(101.9
|
)
|
|
(1
|
)%
|
|
|
|
|||||||||||||
|
|
Nine Months Ended
|
|
Change
|
|||||||||||
Operating Income by Segment
|
|
July 3, 2015
|
|
June 27, 2014
|
|
$
|
|
%
|
|||||||
FSS North America
|
|
$
|
363.5
|
|
|
$
|
382.5
|
|
|
$
|
(19.0
|
)
|
|
(5
|
)%
|
FSS International
|
|
83.4
|
|
|
78.6
|
|
|
4.8
|
|
|
6
|
%
|
|||
Uniform
|
|
145.7
|
|
|
123.7
|
|
|
22.0
|
|
|
18
|
%
|
|||
Corporate
|
|
(119.0
|
)
|
|
(165.5
|
)
|
|
46.5
|
|
|
(28
|
)%
|
|||
|
|
$
|
473.6
|
|
|
$
|
419.3
|
|
|
$
|
54.3
|
|
|
13
|
%
|
(1)
|
As a percentage of total sales, FSS North America represented
69%
and
68%
, FSS International represented
20%
and 22% and Uniform represented
11%
and
10%
for the
nine
months ended
July 3, 2015
and
June 27, 2014
, respectively.
|
•
|
the decreased number of service days and events due to the calendar shift caused by fiscal 2014's 53rd week, mainly in the Education sector (estimated to be $70 million);
|
•
|
the negative impact of foreign currency translation of approximately $126 million; and
|
•
|
a sales decline in the Business & Industry and Sports, Leisure and Corrections sectors in the FSS North America segment; partially offset by
|
•
|
growth in the Healthcare sector in the FSS North America segment;
|
•
|
growth in Germany, South America and China in the FSS International segment; and
|
•
|
growth in our Uniform segment.
|
•
|
the net, negative impact of the calendar shift for the
nine
month period of fiscal 2015 (estimated to be $90 million);
|
•
|
the negative impact of foreign currency translation of approximately $340 million; and
|
•
|
a sales decline in the Business & Industry and Sports, Leisure and Corrections sectors; partially offset by
|
•
|
growth in the Education and Healthcare sectors;
|
•
|
growth in Germany, Spain, South America and China; and
|
•
|
growth in our Uniform segment.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
Cost of services provided components
|
|
July 3, 2015
|
|
June 27, 2014
|
|
July 3, 2015
|
|
June 27, 2014
|
||||
Food and support service costs
|
|
27
|
%
|
|
28
|
%
|
|
28
|
%
|
|
29
|
%
|
Personnel costs
|
|
47
|
%
|
|
46
|
%
|
|
47
|
%
|
|
46
|
%
|
Other direct costs
|
|
26
|
%
|
|
26
|
%
|
|
25
|
%
|
|
25
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
the negative impact of foreign currency translation of approximately $7 million;
|
•
|
the negative impact of the decreased number of service days and events resulting from the calendar shift, mainly in our Education sector (estimated to be $10 million);
|
•
|
the impairment charge related to one of our buildings in the FSS North America segment (approximately $8.7 million);
|
•
|
profit decline in our Business & Industry and Healthcare sectors;
|
•
|
the increase in severance related expenses (approximately $5.2 million); and
|
•
|
the increase in share-based compensation expense (approximately $10.5 million); partially offset by
|
•
|
profit growth in our Sports, Leisure and Corrections sector and Germany;
|
•
|
the impact of increased sales and cost control efficiencies within our Uniform segment;
|
•
|
a decrease in charges related to branding (approximately $4.6 million); and
|
•
|
a gain from the change in fair value on our gasoline and diesel agreements (approximately $2.9 million).
|
•
|
the impact of increased sales and cost control efficiencies within our Uniform segment;
|
•
|
profit growth in our Education and Sports, Leisure and Corrections sectors and FSS International segment
|
•
|
a decrease in acquisition-related amortization expense (approximately $15.9 million);
|
•
|
a decrease in share-based compensation expense due to the prior year modification of performance-based options, which more than offset the increase in expense from the share-based awards granted in the current year (approximately $30.5 million);
|
•
|
a decrease in charges related to branding (approximately $17.9 million); and
|
•
|
the prior year loss on the sale of the McKinley Chalet hotel (the "Chalet") within our Sports, Leisure and Corrections sector (approximately $6.7 million); which more than offset
|
•
|
the profit decline in our Business & Industry and Healthcare sectors;
|
•
|
the impairment charge related to one of our buildings in the FSS North America segment (approximately $8.7 million);
|
•
|
the negative impact of the decreased number of service days and events resulting from the calendar shift (estimated to be $15 million);
|
•
|
the negative impact of foreign currency translation of approximately $18 million; and
|
•
|
the loss associated with the divestiture of Aramark India Private Limited ("India") (approximately $4.3 million).
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
July 3, 2015
|
|
June 27, 2014
|
|
July 3, 2015
|
|
June 27, 2014
|
||||||||
Business & Industry
|
|
$
|
516.0
|
|
|
$
|
549.2
|
|
|
$
|
1,554.4
|
|
|
$
|
1,637.6
|
|
Education
|
|
810.5
|
|
|
835.4
|
|
|
2,984.4
|
|
|
2,878.7
|
|
||||
Healthcare
|
|
504.1
|
|
|
499.4
|
|
|
1,495.9
|
|
|
1,482.3
|
|
||||
Sports, Leisure and Corrections
|
|
552.0
|
|
|
584.9
|
|
|
1,431.4
|
|
|
1,451.2
|
|
||||
|
|
$
|
2,382.6
|
|
|
$
|
2,468.9
|
|
|
$
|
7,466.1
|
|
|
$
|
7,449.8
|
|
•
|
the impairment charge related to one of our buildings in the FSS North America segment (approximately $8.7 million);
|
•
|
the negative impact of the calendar shift, mainly in our Education sector (estimated to be $10 million and $15 million for the three and nine month periods of fiscal 2015, respectively);
|
•
|
a higher credit to severance expense in the prior year as a result of refinement to our plans and higher levels of actual attrition to the impacted workforce (period over period change of approximately $1.2 million and $8.9 million for the three and nine month periods of fiscal 2015 and fiscal 2014, respectively);
|
•
|
profit decline in our Business & Industry and Healthcare sectors, primarily driven by lost business;
|
•
|
the impact of start-up costs at new client locations and amortization of client investments; and
|
•
|
the negative impact of foreign currency translation (approximately -1% and -2% for the three and nine month periods of fiscal 2015, respectively); which more than offset
|
•
|
profit growth in our Sports, Leisure and Corrections sector; and
|
•
|
a decrease in acquisition-related amortization expense (approximately $0.3 million and $4.2 million for the three and nine month periods of fiscal 2015, respectively).
|
•
|
profit growth in the Education sector primarily due to base business growth;
|
•
|
an increase in favorable risk insurance adjustments (approximately $2.9 million) due to favorable claims experience; and
|
•
|
the loss in fiscal 2014 on the sale of the Chalet (approximately $6.7 million).
|
|
Nine Months Ended
|
||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||
Net cash provided by (used in) operating activities
|
$
|
157.6
|
|
|
$
|
(17.4
|
)
|
Net cash used in investing activities
|
(346.8
|
)
|
|
(298.3
|
)
|
||
Net cash provided by financing activities
|
195.4
|
|
|
327.1
|
|
•
|
Accounts Receivable source of cash due to timing of collections (approximately $179.4 million), mainly from a non-recurring facility project in the Business & Industry sector;
|
•
|
Accrued Expenses source of cash due to the impact of prior year medical insurance payments by switching from being self-insured to fully-insured (approximately $31.6 million) and the timing of client advanced payments ($29.3 million) offset by lower accruals for commissions, mainly from a lost client in the Sports, Leisure and Corrections sector ($19.3 million) and a payment for a client investment ($5.0 million);
|
•
|
Prepayments use of cash primarily due to the impact of changes in income taxes (approximately $23.2 million); and
|
•
|
Accounts Payable use of cash due to the timing of disbursements relative to the seasonality of some of our businesses, mainly within the Education sector (approximately $104.6 million).
|
|
|
Three Months Ended
|
|
Twelve Months Ended
|
||||||||||||||||
(in millions)
|
|
July 3, 2015
|
|
April 3, 2015
|
|
January 2, 2015
|
|
October 3, 2014
|
|
July 3, 2015
|
||||||||||
Net income attributable to Aramark Services, Inc. stockholder
|
|
$
|
33.8
|
|
|
$
|
59.8
|
|
|
$
|
85.5
|
|
|
$
|
44.4
|
|
|
$
|
223.5
|
|
Interest and other financing costs, net
|
|
71.2
|
|
|
71.2
|
|
|
71.9
|
|
|
78.3
|
|
|
292.6
|
|
|||||
Provision for income taxes
|
|
11.6
|
|
|
23.5
|
|
|
44.4
|
|
|
22.4
|
|
|
101.9
|
|
|||||
Depreciation and amortization
|
|
125.3
|
|
|
125.1
|
|
|
125.3
|
|
|
134.6
|
|
|
510.3
|
|
|||||
Covenant EBITDA
|
|
241.9
|
|
|
279.6
|
|
|
327.1
|
|
|
279.7
|
|
|
1,128.3
|
|
|||||
Share-based compensation expense
(1)
|
|
20.5
|
|
|
15.7
|
|
|
15.8
|
|
|
13.3
|
|
|
65.3
|
|
|||||
Unusual or non-recurring (gains)/losses
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
(2.0
|
)
|
|||||
Pro forma EBITDA for equity method investees
(3)
|
|
3.3
|
|
|
4.3
|
|
|
4.3
|
|
|
3.1
|
|
|
15.0
|
|
|||||
Other
(4)
|
|
10.6
|
|
|
(3.5
|
)
|
|
4.7
|
|
|
24.6
|
|
|
36.4
|
|
|||||
Covenant Adjusted EBITDA
|
|
$
|
276.3
|
|
|
$
|
296.1
|
|
|
$
|
351.9
|
|
|
$
|
318.7
|
|
|
$
|
1,243.0
|
|
(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 7 to the condensed consolidated financial statements).
|
(2)
|
The three months ended October 3, 2014 includes other income related to a settlement of an investment (possessory interest) at one of our National Park Service 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)
|
Other includes certain other miscellaneous items (primarily severance related expenses and an impairment charge related to one of our buildings in the FSS North America segment).
|
|
Covenant
Requirements |
|
Actual
Ratios |
|
Maximum Consolidated Secured Debt Ratio
(1)
|
5.25
|
|
|
3.62
|
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.
|
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)).
|
10.1
|
|
|
Amendment No. 2, dated May 26, 2015, to the Amended and Restated Stockholders Agreement, dated December 10, 2013, by and among Aramark, Aramark Intermediate HoldCo Corporation and the stockholders named therein.
|
10.2
|
|
|
Form of Performance Stock Unit Award Agreement (Revised).
|
31.1
|
|
|
Certification of Eric Foss, Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
|
31.2
|
|
|
Certification of Stephen P. Bramlage Jr., Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
|
32.1
|
|
|
Certification of Eric Foss, Chief Executive Officer, and Stephen P. Bramlage Jr., Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
|
|
The following financial information from Aramark’s Quarterly Report on Form 10-Q for the period ended July 3, 2015 formatted in XBRL: (i) Condensed Consolidated Balance Sheets as of July 3, 2015 and October 3, 2014; (ii) Condensed Consolidated Statements of Income for the three and nine months ended July 3, 2015 and June 27, 2014; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended July 3, 2015 and June 27, 2014; (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended July 3, 2015 and June 27, 2014; (v) Condensed Consolidated Statements of Stockholders' Equity for the nine months ended July 3, 2015 and June 27, 2014; and (vi) Notes to Condensed Consolidated Financial Statements.
|
|
|
|
|
Aramark
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ J
OSEPH
M
UNNELLY
|
|
|
|
|
Name:
|
|
Joseph Munnelly
|
|
|
|
|
Title:
|
|
Senior Vice President, Controller and Chief Accounting Officer
|
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)).
|
10.1
|
|
|
Amendment No. 2, dated May 26, 2015, to the Amended and Restated Stockholders Agreement, dated December 10, 2013, by and among Aramark, Aramark Intermediate HoldCo Corporation and the stockholders named therein.
|
10.2
|
|
|
Form of Performance Stock Unit Award Agreement (Revised).
|
31.1
|
|
|
Certification of Eric Foss, Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
|
31.2
|
|
|
Certification of Stephen P. Bramlage Jr., Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
|
32.1
|
|
|
Certification of Eric Foss, Chief Executive Officer, and Stephen P. Bramlage Jr., Chief Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
|
|
The following financial information from Aramark’s Quarterly Report on Form 10-Q for the period ended July 3, 2015 formatted in XBRL: (i) Condensed Consolidated Balance Sheets as of July 3, 2015 and October 3, 2014; (ii) Condensed Consolidated Statements of Income for the three and nine months ended July 3, 2015 and June 27, 2014; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended July 3, 2015 and June 27, 2014; (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended July 3, 2015 and June 27, 2014; (v) Condensed Consolidated Statements of Stockholders' Equity for the nine months ended July 3, 2015 and June 27, 2014; and (vi) Notes to Condensed Consolidated Financial Statements.
|
1.
|
Section 1.02(d) is hereby deleted in its entirety and replaced with the following:
|
2.
|
Section 1.02(h) is hereby deleted in its entirety and replaced with the following:
|
3.
|
Section 1.02(i) is hereby deleted in its entirety and replaced with the following:
|
4.
|
Section 1.03(c) is hereby deleted in its entirety and replaced with the following:
|
|
CCMP CAPITAL INVESTORS II, L.P.
By: CCMP Capital Associates L.P., its General Partner
By: CCMP Capital Associates GP, LLC, its general
partner
By:
/s/ Joe Scharfenberger
Name: Joe Scharfenberger
Title: MD
|
|
|
|
CCMP CAPITAL INVESTORS (CAYMAN) II, LP
By: CCMP Capital Associates L.P., its General Partner
By: CCMP Capital Associates GP, LLC, its general
partner
By:
/s/ Joe Scharfenberger
Name: Joe Scharfenberger
Title: MD
|
GS CAPITAL PARTNERS V FUND, L.P.
By: GSCP V Advisors, L.L.C., its General Partner
By:
/s/ Sanjeev Mehra
Name: Sanjeev Mehra
Title: Vice President
|
|
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
By: GSCP V Offshore Advisors, L.L.C., its
General Partner
By:
/s/ Sanjeev Mehra
Name: Sanjeev Mehra
Title: Vice President
|
|
GS CAPITAL PARTNERS V GMBH & CO KG
By: GS Advisors V, L.L.C., its Managing Limited
Partner
By:
/s/ Sanjeev Mehra
Name: Sanjeev Mehra
Title: Vice President
|
|
GS CAPITAL PARTNERS V
INSTITUTIONAL, L.P.
By: GS Advisors V, L.L.C. Limited Partner
By:
/s/ Sanjeev Mehra
Name: Sanjeev Mehra
Title: Vice President
|
|
WARBURG PINCUS PRIVATE EQUITY IX, LP
By: Warburg Pincus IX LLC, its General Partner
By: Warburg Pincus Partners, LLC, its Sole Member
By: Warburg Pincus & Co., its Managing Member
By:
/s/ David Barr
Name:
Title:
|
|
|
Performance
Stock Units
|
Vesting
Date
|
100%
|
[●]
|
Target Number of PSUs:
[•]
|
Participant Account Number:
[•]
|
Date of Grant:
[•]
|
Grant Number: [•]
|
|
|
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 on or as soon as practicable following the Determination Date (x) so long as the Participant remains employed with the Company or any of its Affiliates through the 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).
|
(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
”), which occurs prior to the Determination Date, the PSUs shall remain outstanding and unvested through the Determination Date, and the Specified Portion (as defined below)
of the Earned PSUs (if any) scheduled to vest on the Determination Date shall become vested PSUs as of the Determination Date; and Shares equal to such number of Earned PSUs shall be transferred on or as soon as practicable following the Determination Date, and the remaining PSUs which do not become vested pursuant to this clause (i) shall be automatically forfeited; for purposes of this Section 3(b)(i), the term “
Specified Portion
” shall mean (x) one-third (1/3) if the Special Termination occurs prior to the beginning of the second fiscal year of the Performance Period, (y) two-thirds (2/3) if the Special Termination occurs on or after the beginning of the second fiscal year of the Performance Period and prior to the beginning of the third fiscal year of the Performance Period and (z) the entire amount if the Special Termination occurs on or after the beginning of the third fiscal year of the Performance Period; 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 the 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 the 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), then 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, then 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 the Target Number of PSUs
plus
the aggregate number of additional PSUs (if any) previously credited to the Participant pursuant to Sections 4(a) and 4(b) above in respect of any prior dividend declared on Shares since the Date of Grant.
|
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 the terms of the Participant’s regular contract of employment and is therefore not to be considered part of any normal or expected compensation and that the termination of the Participant’s employment under any circumstances whatsoever will give the Participant no claim or right of action against the Company or its Affiliates in respect of any loss of rights under this Award or the Plan that may arise as a result of such termination of employment.
|
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
|
(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 WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AWARD, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.
|
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.
|
18.
|
Severability
. It is the desire and intent of the parties hereto that the provisions of this Award be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Award shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction.
|
(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 (“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:
|
(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.
|
Actual Adjusted Earnings per Share
Performance Level as a Percentage of Target Adjusted Earnings per Share
|
Percentage of
Target Number of PSUs Earned |
less than 90%
|
0%
|
90%
|
50%
|
100%
|
100%
|
110%
|
150%
|
115% or greater
|
200%
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Aramark for the quarter ended July 3, 2015;
|
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/ E
RIC
J. F
OSS
|
|
Eric J. Foss
|
|
Chairman, President and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Aramark for the quarter ended July 3, 2015;
|
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/ S
TEPHEN
P. B
RAMLAGE
, J
R
.
|
Stephen P. Bramlage, Jr.
|
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/ E
RIC
J. F
OSS
|
|
Eric J. Foss
|
|
Chairman, President and Chief Executive Officer
|
|
|
/s/ S
TEPHEN
P. B
RAMLAGE
, J
R
.
|
Stephen P. Bramlage, Jr.
|
Executive Vice President and Chief Financial Officer
|