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 $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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TABLE OF CONTENTS
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Reportable Segments:
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FSS North America
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FSS International
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Uniform
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|||||||||
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||||||
FY 2015 Sales
(a)
:
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$
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9,950.3
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$
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2,858.2
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$
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1,520.6
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FY 2015 Operating Income
(a)
:
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$
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494.5
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$
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95.3
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$
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191.8
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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 and maintenance of uniform apparel and other items
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Sectors:
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Business & industry, sports, leisure & corrections, education and healthcare
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Business & industry, sports, leisure & 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 & 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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alcohol licensing and service;
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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, classification, 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 and import and export controls;
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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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motor carrier safety; and
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•
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privacy and 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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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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create liens;
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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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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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•
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future sales of our common stock;
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•
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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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•
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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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•
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certain limitations on convening special stockholder meetings;
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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; 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.
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Name
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Age
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Position
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With Aramark Since
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Eric J. Foss
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57
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Chairman, President and Chief Executive Officer
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2012
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Stephen P. Bramlage, Jr.
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45
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Executive Vice President and Chief Financial Officer
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2015
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Christian Dirx
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44
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Vice President and Treasurer
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2015
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Lynn B. McKee
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60
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Executive Vice President, Human Resources
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1980
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Christina T. Morrison
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48
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Senior Vice President, Finance
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2013
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Joseph Munnelly
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51
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Senior Vice President, Controller and Chief Accounting Officer
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2007
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Stephen R. Reynolds
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57
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Executive Vice President, General Counsel and Secretary
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2012
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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 January 2,2015
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$
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31.43
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$
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25.03
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$
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0.08625
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Quarter ended April 3, 2015
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$
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32.70
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$
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29.63
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$
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0.08625
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Quarter ended July 3, 2015
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$
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32.35
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$
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30.26
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$
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0.08625
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Quarter ended October 2, 2015
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$
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33.78
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$
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28.09
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$
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0.08625
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December 12, 2013
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October 3, 2014
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October 2, 2015
|
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Aramark
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$100.0
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$133.3
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$152.2
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S&P 500
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$100.0
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$112.7
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$114.0
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Dow Jones Consumer Non-Cyclical Index
|
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$100.0
|
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$107.8
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$122.9
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Period
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Total Number of Shares Purchased
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Average Price Paid per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Maximum Number (or approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
|
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July 4, 2015 - July 31, 2015
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—
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—
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—
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—
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August 1, 2015 - August 28, 2015
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1,500,000
(1)
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$ 32.30
(1)
|
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—
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—
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August 29, 2015 - October 2, 2015
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—
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—
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—
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—
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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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2015
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2014
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2013
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2012
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2011
|
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Income Statement Data:
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Sales
|
|
$
|
14,329.1
|
|
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$
|
14,832.9
|
|
|
$
|
13,945.7
|
|
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$
|
13,505.4
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|
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$
|
13,082.4
|
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Depreciation and amortization
|
|
504.0
|
|
|
521.6
|
|
|
542.1
|
|
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529.2
|
|
|
510.5
|
|
|||||
Operating income
|
|
627.9
|
|
|
564.6
|
|
|
514.4
|
|
|
581.8
|
|
|
547.1
|
|
|||||
Interest and other financing costs, net
|
|
285.9
|
|
|
334.9
|
|
|
423.8
|
|
|
456.8
|
|
|
451.1
|
|
|||||
Income from continuing operations
(2)
|
|
237.0
|
|
|
149.5
|
|
|
71.4
|
|
|
106.9
|
|
|
96.7
|
|
|||||
Net income
(2)
|
|
237.0
|
|
|
149.5
|
|
|
70.4
|
|
|
107.2
|
|
|
85.0
|
|
|||||
Net income attributable to Aramark stockholders
|
|
235.9
|
|
|
149.0
|
|
|
69.4
|
|
|
103.6
|
|
|
83.8
|
|
|||||
Basic earnings per share attributable to Aramark stockholders
|
|
|
$0.99
|
|
|
|
$0.66
|
|
|
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$0.34
|
|
|
|
$0.51
|
|
|
|
$0.41
|
|
Diluted earnings per share attributable to Aramark stockholders
|
|
|
$0.96
|
|
|
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$0.63
|
|
|
|
$0.33
|
|
|
|
$0.49
|
|
|
|
$0.40
|
|
Cash dividends per common share
(3)
|
|
|
$0.35
|
|
|
|
$0.23
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$3.50
|
|
Ratio of earnings to fixed charges
(4)
|
|
1.9x
|
|
|
1.5x
|
|
|
1.2x
|
|
|
1.2x
|
|
|
1.1x
|
|
|||||
Balance Sheet Data (at period end):
|
|
|
|
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|
||||||||||
Total assets
(5)
|
|
$
|
10,224.1
|
|
|
$
|
10,455.7
|
|
|
$
|
10,267.1
|
|
|
$
|
10,487.4
|
|
|
$
|
10,523.1
|
|
Long-term borrowings
(5)(6)(7)
|
|
5,212.3
|
|
|
5,355.8
|
|
|
5,758.2
|
|
|
5,971.3
|
|
|
6,183.1
|
|
|||||
Stockholders' Equity
(3)(7)
|
|
1,883.4
|
|
|
1,718.0
|
|
|
903.7
|
|
|
966.9
|
|
|
882.5
|
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(1)
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Our fiscal year ends on Friday nearest to September 30th. Fiscal years 2015, 2014, 2013, 2012 and 2011 refer to the fiscal years ended
October 2, 2015
,
October 3, 2014
,
September 27, 2013
,
September 28, 2012
and
September 30, 2011
, respectively. Fiscal 2014 is a 53-week year. All other periods presented are 52-week years.
|
(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 2015, the Company paid cash dividends totaling $81.9 million ($0.08625 per share during the first, second, third and fourth quarters of fiscal 2015). 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.
|
(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)
|
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)
|
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 and $370.0 million on the senior secured term loan facility.
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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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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
19
countries outside FSS North America. Our largest international operations are in the United Kingdom, Germany, Chile, China and Ireland, and in each of these countries we are one of the leading food and/or facility service providers. We also have operations in Japan through our 50% ownership of AIM Services Co., Ltd., which is a leader in providing outsourced food services in Japan.
|
•
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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.
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
|
October 2, 2015
|
|
October 3, 2014
|
|
$
|
|
%
|
|||||||
|
|
|
|||||||||||||
Sales
|
|
$
|
14,329.1
|
|
|
$
|
14,832.9
|
|
|
$
|
(503.8
|
)
|
|
(3
|
)%
|
Cost and Expenses:
|
|
|
|
|
|
|
|
|
|||||||
Cost of service provided
|
|
12,880.4
|
|
|
13,363.9
|
|
|
(483.5
|
)
|
|
(4
|
)%
|
|||
Other operating expenses
|
|
820.8
|
|
|
904.4
|
|
|
(83.6
|
)
|
|
(9
|
)%
|
|||
|
|
13,701.2
|
|
|
14,268.3
|
|
|
(567.1
|
)
|
|
(4
|
)%
|
|||
Operating income
|
|
627.9
|
|
|
564.6
|
|
|
63.3
|
|
|
11
|
%
|
|||
Interest and Other Financing Costs, net
|
|
285.9
|
|
|
334.9
|
|
|
(49.0
|
)
|
|
(15
|
)%
|
|||
Income Before Income Taxes
|
|
342.0
|
|
|
229.7
|
|
|
112.3
|
|
|
49
|
%
|
|||
Provision for Income Taxes
|
|
105.0
|
|
|
80.2
|
|
|
24.8
|
|
|
31
|
%
|
|||
Net income
|
|
$
|
237.0
|
|
|
$
|
149.5
|
|
|
$
|
87.5
|
|
|
59
|
%
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
Sales by Segment
|
|
October 2, 2015
|
|
October 3, 2014
|
|
$
|
|
%
|
|||||||
|
|
||||||||||||||
FSS North America
|
|
$
|
9,950.3
|
|
|
$
|
10,232.8
|
|
|
$
|
(282.5
|
)
|
|
(3
|
%)
|
FSS International
|
|
2,858.2
|
|
|
3,111.2
|
|
|
(253.0
|
)
|
|
(8
|
%)
|
|||
Uniform
|
|
1,520.6
|
|
|
1,488.9
|
|
|
31.7
|
|
|
2
|
%
|
|||
|
|
$
|
14,329.1
|
|
|
$
|
14,832.9
|
|
|
$
|
(503.8
|
)
|
|
(3
|
%)
|
|
|
|
|||||||||||||
|
|
Fiscal Year Ended
|
|
|
|||||||||||
Operating Income by Segment
|
|
October 2, 2015
|
|
October 3, 2014
|
|
$
|
|
%
|
|||||||
|
|
||||||||||||||
FSS North America
|
|
$
|
494.5
|
|
|
$
|
501.3
|
|
|
$
|
(6.8
|
)
|
|
(1
|
%)
|
FSS International
|
|
95.3
|
|
|
106.2
|
|
|
(10.9
|
)
|
|
(10
|
%)
|
|||
Uniform
|
|
191.8
|
|
|
172.1
|
|
|
19.7
|
|
|
11
|
%
|
|||
Corporate
|
|
(153.7
|
)
|
|
(215.0
|
)
|
|
61.3
|
|
|
(29
|
%)
|
|||
|
|
$
|
627.9
|
|
|
$
|
564.6
|
|
|
$
|
63.3
|
|
|
11
|
%
|
•
|
the estimated impact of the 53rd week in fiscal 2014 (approximately -2%);
|
•
|
the negative impact of foreign currency translation of approximately $474 million (approximately -3%); and
|
•
|
a sales decline in the Business & Industry and Sports, Leisure and Corrections sectors; partially offset by
|
•
|
growth in the Education sector;
|
•
|
growth in Germany, South America and China; and
|
•
|
growth in our Uniform segment.
|
|
|
Fiscal Year Ended
|
||||
Cost of services provided components
|
|
October 2, 2015
|
|
October 3, 2014
|
||
Food and support service costs
|
|
27
|
%
|
|
28
|
%
|
Personnel costs
|
|
47
|
%
|
|
46
|
%
|
Other direct costs
|
|
26
|
%
|
|
26
|
%
|
|
|
100
|
%
|
|
100
|
%
|
•
|
increased sales and cost control efficiencies within our Uniform segment;
|
•
|
profit growth in our Education and Sports, Leisure and Corrections sectors;
|
•
|
a decrease in acquisition-related amortization expense (approximately $19.4 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 $29.9 million);
|
•
|
a decrease in charges related to branding (approximately $26.9 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 sector;
|
•
|
the impairment charge related to one of our buildings in the FSS North America segment (approximately $8.7 million);
|
•
|
the charges associated with asset write-downs within the FSS North America and FSS International segments (approximately $16.2 million);
|
•
|
the increase in severance and related costs (approximately $4.2 million);
|
•
|
the estimated impact of the 53rd week in fiscal 2014 (approximately -3%);
|
•
|
the negative impact of foreign currency translation of approximately $25 million (approximately -5%); and
|
•
|
the loss associated with the divestiture of Aramark India Private Limited ("India") (approximately $4.3 million).
|
|
|
Fiscal Year Ended
|
|||||||
|
|
October 2, 2015
|
|
October 3, 2014
|
|||||
Business & Industry
|
|
$
|
2,054.8
|
|
|
$
|
2,264.4
|
|
|
Education
|
|
3,816.0
|
|
|
3,744.6
|
|
|||
Healthcare
|
|
1,997.0
|
|
|
2,011.1
|
|
|||
Sports, Leisure and Corrections
|
|
2,082.5
|
|
|
2,212.7
|
|
|||
|
|
$
|
9,950.3
|
|
|
$
|
10,232.8
|
|
•
|
the estimated impact of the 53rd week in fiscal 2014 (approximately -2%);
|
•
|
the negative impact of foreign currency translation of approximately $108 million (approximately -1%); and
|
•
|
a sales decline in our Business & Industry and Sports, Leisure and Corrections sectors; partially offset by
|
•
|
growth in our Education sector.
|
•
|
the estimated impact of the 53rd week in fiscal 2014 (approximately -2%);
|
•
|
the impact of lost business, including a one-time facility project during fiscal 2014 (approximately $70 million); and
|
•
|
a decline in our remote services business in Canada due to camp shut downs and reduced employee headcount at our clients resulting from the economic downturn in the oil and gas industry.
|
•
|
growth in our base business within our Higher Education business; and
|
•
|
net new business within our Higher Education and K-12 businesses; partially offset by
|
•
|
the estimated impact of the 53rd week in fiscal 2014 (approximately -3%).
|
•
|
the estimated impact of the 53rd week in fiscal 2014 (approximately -2%);
|
•
|
the impact of lost business within our healthcare technologies business from client consolidations; partially offset by
|
•
|
growth in our base and new business within our hospitality business.
|
•
|
the estimated impact of the 53rd week in fiscal 2014 (approximately -2%); and
|
•
|
lost business within our entertainment venues and arenas business; which more than offset
|
•
|
base business growth in our stadiums; and
|
•
|
new business within our Corrections business.
|
•
|
the estimated impact of the 53rd week in fiscal 2014 (approximately -2%);
|
•
|
the negative impact of foreign currency translation of approximately $10 million (approximately -2%);
|
•
|
an impairment charge related to one of our buildings (approximately $8.7 million);
|
•
|
an increase in severance expense as part of the next phase related to streamlining and improving the efficiency and effectiveness of our selling, general and administrative functions (approximately $7.9 million);
|
•
|
profit decline in our Business & Industry sector, primarily driven by a decline in our Canadian remote services business, including a charge to write-off idle service equipment (approximately
$6.0 million
); and
|
•
|
the impact of start-up costs at new client locations and amortization of client investments; partially offset by
|
•
|
profit growth in our Education and Sports, Leisure and Corrections sectors;
|
•
|
a decrease in acquisition-related amortization expense (approximately $6.6 million);
|
•
|
the gain on a sale of a property (approximately $3.1 million); and
|
•
|
the prior year loss on the sale of the Chalet (approximately $6.7 million).
|
•
|
the negative impact of foreign currency translation of approximately $15 million (approximately -15%);
|
•
|
the charges associated with severance, asset write-downs and certain other exit costs related to exiting certain operations (approximately
$14.6 million
); and
|
•
|
the loss associated with the divestiture of India (approximately $4.3 million); which more than offset
|
•
|
profit growth in Ireland, Germany and China;
|
•
|
the decrease in acquisition-related amortization expense (approximately $4.8 million); and
|
•
|
the decrease in severance and related costs (exclusive of the severance charges incurred related to exiting certain operations) (approximately $6.7 million).
|
•
|
growth in the uniform rental business;
|
•
|
merchandise and plant productivity initiatives; and
|
•
|
the decrease in acquisition-related amortization expense compared to the prior period (approximately $8.0 million); which was partially offset by
|
•
|
the estimated impact of the 53rd week in fiscal 2014 (approximately -2%).
|
•
|
the decrease in share-based compensation expense related to a modification of the vesting provisions for outstanding performance-based options that did not meet the applicable performance thresholds in prior years (approximately $50.9 million);
|
•
|
a decrease in charges related to branding (approximately $24.0 million); and
|
•
|
cash bonuses and other expenses from the completion of the IPO in fiscal 2014 (approximately $5.0 million); which more than offset
|
•
|
the increase in share-based compensation expense mainly from performance-based options, restricted stock unit and performance stock unit awards (approximately $21.0 million).
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
|
October 3, 2014
|
|
September 27, 2013
|
|
$
|
|
%
|
|||||||
|
|
|
|||||||||||||
Sales
|
|
$
|
14,832.9
|
|
|
$
|
13,945.7
|
|
|
$
|
887.2
|
|
|
6
|
%
|
Cost and Expenses:
|
|
|
|
|
|
|
|
|
|||||||
Cost of service provided
|
|
13,363.9
|
|
|
12,661.2
|
|
|
702.7
|
|
|
6
|
%
|
|||
Other operating expenses
|
|
904.4
|
|
|
770.1
|
|
|
134.3
|
|
|
17
|
%
|
|||
|
|
14,268.3
|
|
|
13,431.3
|
|
|
837.0
|
|
|
6
|
%
|
|||
Operating income
|
|
564.6
|
|
|
514.4
|
|
|
50.2
|
|
|
10
|
%
|
|||
Interest and Other Financing Costs, net
|
|
334.9
|
|
|
423.8
|
|
|
(88.9
|
)
|
|
(21
|
)%
|
|||
Income Before Income Taxes
|
|
229.7
|
|
|
90.6
|
|
|
139.1
|
|
|
154
|
%
|
|||
Provision for Income Taxes
|
|
80.2
|
|
|
19.2
|
|
|
61.0
|
|
|
**
|
|
|||
Net income
|
|
$
|
149.5
|
|
|
$
|
71.4
|
|
|
$
|
78.1
|
|
|
109
|
%
|
|
|
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
|
||||||||||
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||
Net cash provided by operating activities
|
$
|
683.0
|
|
|
$
|
398.2
|
|
|
$
|
695.9
|
|
Net cash used in investing activities
|
(504.3
|
)
|
|
(505.2
|
)
|
|
(385.4
|
)
|
|||
Net cash provided by (used in) financing activities
|
(168.0
|
)
|
|
107.8
|
|
|
(336.3
|
)
|
•
|
Accounts Receivable were a source of cash due to timing of collections (approximately $308.0 million), mainly from a one-time facility project in the Business & Industry sector;
|
•
|
Accrued Expenses were a source of cash due to the impact of prior year medical insurance payments by switching from being self-insured to fully-insured (approximately $42.8 million), the timing of interest payments primarily from the 53rd week in fiscal 2014 (approximately $45.9 million); partially offset by lower accruals for commissions, mainly from a lost client in the Sports, Leisure and Corrections sector ($25.9 million);
|
•
|
Prepayments were a source of cash primarily due to changes in the timing of income taxes (approximately $64.4 million); partially offset by
|
•
|
Accounts Payable were a use of cash due to the timing of disbursements (approximately $108.9 million).
|
•
|
repayment of approximately $209.6 million on the senior secured term loan facility;
|
•
|
payment of approximately $81.9 million of dividends;
|
•
|
payment of approximately $48.5 million for a repurchase of 1.5 million shares of our common stock; partially offset by
|
•
|
proceeds received of approximately $39.9 million related to stock option exercises; and
|
•
|
Other financing activities which mainly reflects the excess tax benefit recorded on exercises of stock options of approximately $66.3 million.
|
|
|
Fiscal Year Ended
|
||||||||||
(in millions)
|
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013 |
||||||
Net income attributable to Aramark Services, Inc. stockholder
|
|
$
|
236.0
|
|
|
$
|
149.0
|
|
|
$
|
102.1
|
|
Interest and other financing costs, net
|
|
285.9
|
|
|
334.9
|
|
|
372.8
|
|
|||
Provision for income taxes
|
|
105.0
|
|
|
80.2
|
|
|
38.4
|
|
|||
Depreciation and amortization
|
|
504.0
|
|
|
521.6
|
|
|
542.1
|
|
|||
Covenant EBITDA
|
|
1,130.9
|
|
|
1,085.7
|
|
|
1,055.4
|
|
|||
Share-based compensation expense
(1)
|
|
66.4
|
|
|
96.3
|
|
|
19.4
|
|
|||
Unusual or non-recurring (gains)/losses
(2)
|
|
(3.9
|
)
|
|
2.9
|
|
|
8.7
|
|
|||
Pro forma EBITDA for equity method investees
(3)
|
|
14.8
|
|
|
18.8
|
|
|
21.0
|
|
|||
Seamless North America, LLC EBITDA
(4)
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|||
Other
(5)
|
|
58.9
|
|
|
28.3
|
|
|
76.1
|
|
|||
Covenant Adjusted EBITDA
|
|
$
|
1,267.1
|
|
|
$
|
1,232.0
|
|
|
$
|
1,179.0
|
|
(1)
|
Represents share-based compensation expense resulting from the application of accounting for stock options, restricted stock units, performance stock units and deferred stock unit awards (see Note 10 to the audited consolidated financial statements).
|
(2)
|
Fiscal 2015 includes other income of approximately $2.0 million related to our investment (possessory interest) at one of our NPS client sites and a net of tax gain of approximately $1.9 million related to the sale of a building in our Healthcare sector. 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.
|
(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)
|
During 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 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.
|
(5)
|
Other includes certain other miscellaneous items (primarily severance related expenses and asset write-downs).
|
|
Covenant
Requirements |
|
Actual
Ratios |
|
Consolidated Secured Debt Ratio
(1)
|
5.25
|
|
|
3.29
|
Interest Coverage Ratio (Fixed Charge Coverage Ratio)
(2)
|
2.00
|
|
|
4.43
|
(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.
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations as of October 2, 2015
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Long-term borrowings
(1)
|
|
$
|
5,251,653
|
|
|
$
|
68,415
|
|
|
$
|
401,566
|
|
|
$
|
2,396,696
|
|
|
$
|
2,384,976
|
|
Capital lease obligations
|
|
57,660
|
|
|
13,012
|
|
|
24,915
|
|
|
14,388
|
|
|
5,345
|
|
|||||
Estimated interest payments
(2)
|
|
930,800
|
|
|
217,700
|
|
|
400,200
|
|
|
281,200
|
|
|
31,700
|
|
|||||
Operating leases
|
|
532,988
|
|
|
221,521
|
|
|
158,179
|
|
|
77,929
|
|
|
75,359
|
|
|||||
Purchase obligations
(3)
|
|
458,393
|
|
|
226,531
|
|
|
118,205
|
|
|
47,638
|
|
|
66,019
|
|
|||||
Other long-term liabilities reflected on the balance sheet
(4)
|
|
320,441
|
|
|
83,800
|
|
|
17,900
|
|
|
10,700
|
|
|
208,041
|
|
|||||
|
|
$
|
7,551,935
|
|
|
$
|
830,979
|
|
|
$
|
1,120,965
|
|
|
$
|
2,828,551
|
|
|
$
|
2,771,440
|
|
|
|
|
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||
Other Commercial Commitments as of
October 2, 2015
|
|
Total
Amounts
Committed
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Letters of credit
|
|
$
|
63,679
|
|
|
$
|
63,679
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Guarantees
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
$
|
63,679
|
|
|
$
|
63,679
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Excludes the $15.6 million discount on the senior secured term loan facilities.
|
(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 2, 2015
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 2016 through 2021 is $4,781,900, $4,693,500, $4,667,800, $4,582,100, $2,873,000 and $952,200, respectively. The average interest rate (after giving effect to interest rate swaps) for each fiscal year from 2016 through 2021 is 4.55%, 4.38%, 4.17%, 4.01%, 3.39% and 3.33%, respectively (See Note 5 to the audited consolidated financial statements for the terms and maturities of existing debt obligations).
|
(3)
|
Represents commitments for capital projects and client contract investments to help finance improvements or renovations at the facilities from which we operate.
|
(4)
|
Includes certain unfunded employee retirement and severance related obligations.
|
•
|
The intended use of assets and the expected future cash flows resulting directly from such use;
|
•
|
Comparable market valuations of businesses similar to Aramark's business segments;
|
•
|
Industry specific economic conditions;
|
•
|
Competitor activities and regulatory initiatives; and
|
•
|
Client and customer preferences and behavior patterns.
|
•
|
interpretation of contractual rights and obligations;
|
•
|
the status of government regulatory initiatives, interpretations and investigations;
|
•
|
the status of settlement negotiations;
|
•
|
prior experience with similar types of claims;
|
•
|
whether there is available insurance; and
|
•
|
advice of counsel.
|
|
|
(US$ equivalent in millions)
|
||||||||||||||||||||||||||||||
|
|
Expected Fiscal Year of Maturity
|
|
|
|
|
||||||||||||||||||||||||||
As of October 2, 2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
|
$
|
13
|
|
|
$
|
15
|
|
|
$
|
10
|
|
|
$
|
9
|
|
|
$
|
1,006
|
|
|
$
|
5
|
|
|
$
|
1,058
|
|
|
$
|
1,098
|
|
Average interest rate
|
|
5.0
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
|
5.8
|
%
|
|
5.0
|
%
|
|
5.7
|
%
|
|
|
|||||||||
Variable rate
|
|
$
|
68
|
|
|
$
|
376
|
|
(a)
|
$
|
26
|
|
|
$
|
1,365
|
|
|
$
|
32
|
|
|
$
|
2,385
|
|
|
$
|
4,252
|
|
|
$
|
4,243
|
|
Average interest rate
|
|
8.4
|
%
|
|
1.5
|
%
|
|
3.3
|
%
|
|
3.4
|
%
|
|
3.3
|
%
|
|
3.3
|
%
|
|
3.3
|
%
|
|
|
|||||||||
Interest Rate Swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Receive variable/pay fixed
|
|
$
|
575
|
|
|
$
|
1,000
|
|
|
$
|
600
|
|
|
$
|
575
|
|
|
$
|
225
|
|
|
$
|
—
|
|
|
$
|
2,975
|
|
|
$
|
(50
|
)
|
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.
|
•
|
A Santander UK entity holds frozen savings and current accounts for three customers resident in the U.K. who are currently designated by the U.S. for terrorism. The accounts held by each customer were blocked after the customer's designation and have remained blocked and dormant throughout 2014. No revenue has been generated by Santander UK on these accounts. The bank account held for one of these customers was closed in the fourth quarter of 2014.
|
•
|
An Iranian national, resident in the U.K., who is currently designated by the U.S. under the Iranian Financial Sanctions Regulations and the Non-Proliferation of Weapons of Mass Destruction ("NPWMD") designation, holds a mortgage with Santander UK that was issued prior to any such designation. No further draw-down has been made (or would be allowed) under this mortgage, although we continue to receive repayment installments. In 2014, total revenue in connection with this mortgage was approximately £2,580, while net profits were negligible relative to the overall profits of Santander UK. Santander UK does not intend to enter into any new relationships with this customer, and any disbursements will only be made in accordance with applicable sanctions. The same Iranian national also holds two investment accounts with Santander Asset Management UK Limited. The accounts have remained frozen during 2014. The investment returns are being automatically reinvested, and no disbursements have been made to the customer. In 2014, total revenue for Santander in connection with the investment accounts was approximately £250 while net profits were negligible relative to the overall profits of Santander.
|
•
|
In addition, during the third quarter 2014, Santander UK has identified two additional customers. A UK national designated by the U.S. under the NPWMD sanctions program held a business account. No transactions were made and the account was closed in the fourth quarter of 2014. No revenue or profit was generated by Santander UK on this account. A second UK national designated by the U.S. for terrorism held a personal current account and a personal credit card account, both of which were closed in the third quarter. Although transactions took place on the current account, revenue and profits generated during 2014 were negligible. No transactions took place on the credit card.
|
•
|
A Santander UK entity holds frozen savings accounts and one current account for two customers resident in the U.K. who are currently designated by the U.S. for terrorism. The accounts held by each customer were blocked after the customer's designation and have remained blocked and dormant throughout the first quarter of 2015. No revenue has been generated by Santander UK on these accounts.
|
•
|
An Iranian national, resident in the U.K., who is currently designated by the U.S. under the Iranian Financial Sanctions Regulations and the NPWMD designation, holds a mortgage with Santander UK that was issued prior to any such designation. No further draw-down has been made (or would be allowed) under this mortgage, although Santander UK continues to receive repayment installments. In the first quarter of 2015, total revenue in connection with this mortgage was approximately £800, while net profits were negligible relative to the overall profits of Santander UK. Santander UK does not intend to enter into any new relationships with this customer, and any disbursements will be made only in accordance with applicable sanctions. The same Iranian national also holds two investment accounts with Santander Asset Management UK Limited. The accounts have remained frozen during the first quarter of 2015. The investment returns are being automatically reinvested, and no disbursements have been made to the customer. For the three months ended March 31, 2015, total revenue for Santander in connection with the investment accounts was approximately £70 while net profits were negligible relative to the overall profits of Santander.
|
|
|
|
|
Aramark
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ S
TEPHEN
P. B
RAMLAGE,
J
R.
|
|
|
|
|
Name:
|
|
Stephen P. Bramlage, Jr.
|
|
|
|
|
Title:
|
|
Executive Vice President and Chief Financial Officer
|
Name
|
|
Capacity
|
|
|
|
/s/ E
RIC
J.
F
OSS
|
|
Chairman, President and Chief Executive Officer
|
Eric J. Foss
|
|
|
|
|
|
/s/ S
TEPHEN
P. B
RAMLAGE,
J
R.
|
|
Executive Vice President and Chief Financial Officer
|
Stephen P. Bramlage, Jr.
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
/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/ P
IERRE-
O
LIVIER
B
ECKERS-
V
IEUJANT
|
|
Director
|
Pierre-Olivier Beckers-Vieujant
|
|
|
|
|
|
/s/ L
EONARD
S. C
OLEMAN
, J
R
.
|
|
Director
|
Leonard S. Coleman, Jr.
|
|
|
|
|
|
/s/ I
RENE
M. E
STEVES
|
|
Director
|
Irene M. Esteves
|
|
|
|
|
|
/s/ D
ANIEL
J. H
EINRICH
|
|
Director
|
Daniel J. Heinrich
|
|
|
|
|
|
/s/ S
ANJEEV
M
EHRA
|
|
Director
|
Sanjeev Mehra
|
|
|
|
|
|
/s/ S
TEPHEN
S
ADOVE
|
|
Director
|
Stephen Sadove
|
|
|
|
|
|
Page
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
October 2, 2015
|
|
October 3, 2014
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
122,416
|
|
|
$
|
111,690
|
|
Receivables (less allowances: 2015 - $39,023 ; 2014 - $37,381)
|
1,444,574
|
|
|
1,582,431
|
|
||
Inventories
|
575,263
|
|
|
553,815
|
|
||
Prepayments and other current assets
|
236,870
|
|
|
217,040
|
|
||
Total current assets
|
2,379,123
|
|
|
2,464,976
|
|
||
Property and Equipment, at cost:
|
|
|
|
||||
Land, buildings and improvements
|
639,148
|
|
|
610,569
|
|
||
Service equipment and fixtures
|
1,745,545
|
|
|
1,745,146
|
|
||
|
2,384,693
|
|
|
2,355,715
|
|
||
Less - Accumulated depreciation
|
(1,425,348
|
)
|
|
(1,358,384
|
)
|
||
|
959,345
|
|
|
997,331
|
|
||
Goodwill
|
4,558,968
|
|
|
4,589,680
|
|
||
Other Intangible Assets
|
1,111,980
|
|
|
1,252,741
|
|
||
Other Assets
|
1,214,634
|
|
|
1,150,965
|
|
||
|
$
|
10,224,050
|
|
|
$
|
10,455,693
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term borrowings
|
$
|
81,427
|
|
|
$
|
89,805
|
|
Accounts payable
|
850,040
|
|
|
986,240
|
|
||
Accrued payroll and related expenses
|
522,687
|
|
|
532,160
|
|
||
Accrued expenses and other current liabilities
|
726,834
|
|
|
770,668
|
|
||
Total current liabilities
|
2,180,988
|
|
|
2,378,873
|
|
||
Long-Term Borrowings
|
5,212,290
|
|
|
5,355,789
|
|
||
Deferred Income Taxes and Other Noncurrent Liabilities
|
937,311
|
|
|
993,118
|
|
||
Redeemable Noncontrolling Interest
|
10,102
|
|
|
9,877
|
|
||
Stockholders' Equity:
|
|
|
|
||||
Common stock, par value $.01 (authorized: 600,000,000 shares; issued: 2015— 266,564,567 shares and 2014—256,086,839;
and outstanding: 2015— 239,917,320 shares and 2014—233,910,487)
|
2,666
|
|
|
2,561
|
|
||
Capital surplus
|
2,784,730
|
|
|
2,575,011
|
|
||
Accumulated deficit
|
(228,641
|
)
|
|
(382,463
|
)
|
||
Accumulated other comprehensive loss
|
(166,568
|
)
|
|
(106,298
|
)
|
||
Treasury stock (shares held in treasury: 2015— 26,647,247 shares and 2014—22,176,352)
|
(508,828
|
)
|
|
(370,775
|
)
|
||
Total stockholders' equity
|
1,883,359
|
|
|
1,718,036
|
|
||
|
$
|
10,224,050
|
|
|
$
|
10,455,693
|
|
|
Fiscal Year Ended
|
||||||||||
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||
Sales
|
$
|
14,329,135
|
|
|
$
|
14,832,913
|
|
|
$
|
13,945,657
|
|
Costs and Expenses:
|
|
|
|
|
|
||||||
Cost of services provided
|
12,880,424
|
|
|
13,363,918
|
|
|
12,661,145
|
|
|||
Depreciation and amortization
|
504,033
|
|
|
521,581
|
|
|
542,136
|
|
|||
Selling and general corporate expenses
|
316,740
|
|
|
382,851
|
|
|
227,902
|
|
|||
|
13,701,197
|
|
|
14,268,350
|
|
|
13,431,183
|
|
|||
Operating income
|
627,938
|
|
|
564,563
|
|
|
514,474
|
|
|||
Interest and Other Financing Costs, net
|
285,942
|
|
|
334,886
|
|
|
423,845
|
|
|||
Income from Continuing Operations Before Income Taxes
|
341,996
|
|
|
229,677
|
|
|
90,629
|
|
|||
Provision for Income Taxes
|
105,020
|
|
|
80,218
|
|
|
19,233
|
|
|||
Income from Continuing Operations
|
236,976
|
|
|
149,459
|
|
|
71,396
|
|
|||
Loss from Discontinued Operations, net of tax
|
—
|
|
|
—
|
|
|
(1,030
|
)
|
|||
Net income
|
236,976
|
|
|
149,459
|
|
|
70,366
|
|
|||
Less: Net income attributable to noncontrolling interests
|
1,030
|
|
|
503
|
|
|
1,010
|
|
|||
Net income attributable to Aramark stockholders
|
$
|
235,946
|
|
|
$
|
148,956
|
|
|
$
|
69,356
|
|
|
|
|
|
|
|
||||||
Earnings per share attributable to Aramark stockholders:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Income from Continuing Operations
|
$
|
0.99
|
|
|
$
|
0.66
|
|
|
$
|
0.35
|
|
Loss from Discontinued Operations
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||
|
$
|
0.99
|
|
|
$
|
0.66
|
|
|
$
|
0.34
|
|
Diluted:
|
|
|
|
|
|
||||||
Income from Continuing Operations
|
$
|
0.96
|
|
|
$
|
0.63
|
|
|
$
|
0.34
|
|
Loss from Discontinued Operations
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||
|
$
|
0.96
|
|
|
$
|
0.63
|
|
|
$
|
0.33
|
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
||||||
Basic
|
237,616
|
|
|
225,866
|
|
|
201,916
|
|
|||
Diluted
|
246,616
|
|
|
237,451
|
|
|
209,370
|
|
|
Fiscal Year Ended
|
||||||||||
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||
Net income
|
$
|
236,976
|
|
|
$
|
149,459
|
|
|
$
|
70,366
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Pension plan adjustments
|
3,522
|
|
|
(13,596
|
)
|
|
19,745
|
|
|||
Foreign currency translation adjustments
|
(43,547
|
)
|
|
(31,281
|
)
|
|
(17,142
|
)
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Losses on cash flow hedges
|
(34,622
|
)
|
|
(17,626
|
)
|
|
(5,281
|
)
|
|||
Reclassification adjustments
|
11,681
|
|
|
15,430
|
|
|
14,393
|
|
|||
Share of equity investee's comprehensive income
|
2,696
|
|
|
—
|
|
|
2,805
|
|
|||
Other comprehensive (loss) income, net of tax
|
(60,270
|
)
|
|
(47,073
|
)
|
|
14,520
|
|
|||
Comprehensive income
|
176,706
|
|
|
102,386
|
|
|
84,886
|
|
|||
Less: Net income attributable to noncontrolling interests
|
1,030
|
|
|
503
|
|
|
1,010
|
|
|||
Comprehensive income attributable to Aramark stockholders
|
$
|
175,676
|
|
|
$
|
101,883
|
|
|
$
|
83,876
|
|
|
Fiscal Year Ended
|
||||||||||
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
236,976
|
|
|
$
|
149,459
|
|
|
$
|
70,366
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
504,033
|
|
|
521,581
|
|
|
542,136
|
|
|||
Income taxes deferred
|
(4,108
|
)
|
|
37,372
|
|
|
(17,791
|
)
|
|||
Share-based compensation expense
|
66,416
|
|
|
96,332
|
|
|
19,417
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
81,284
|
|
|
(226,756
|
)
|
|
(108,583
|
)
|
|||
Inventories
|
(29,587
|
)
|
|
(19,810
|
)
|
|
(34,950
|
)
|
|||
Prepayments
|
9,763
|
|
|
(77,609
|
)
|
|
(49,224
|
)
|
|||
Accounts payable
|
(99,265
|
)
|
|
9,657
|
|
|
74,462
|
|
|||
Accrued expenses
|
(61,839
|
)
|
|
(113,193
|
)
|
|
161,441
|
|
|||
Changes in other noncurrent liabilities
|
(52,136
|
)
|
|
(9,034
|
)
|
|
(26,506
|
)
|
|||
Changes in other assets
|
13,595
|
|
|
10,123
|
|
|
30,581
|
|
|||
Other operating activities
|
17,904
|
|
|
20,037
|
|
|
34,558
|
|
|||
Net cash provided by operating activities
|
683,036
|
|
|
398,159
|
|
|
695,907
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment, client contract investments and other
|
(524,384
|
)
|
|
(545,194
|
)
|
|
(392,932
|
)
|
|||
Disposals of property and equipment
|
19,128
|
|
|
28,494
|
|
|
11,298
|
|
|||
Proceeds from divestitures
|
—
|
|
|
24,000
|
|
|
919
|
|
|||
Acquisition of certain businesses:
|
|
|
|
|
|
||||||
Working capital other than cash acquired
|
(143
|
)
|
|
(540
|
)
|
|
(547
|
)
|
|||
Property and equipment
|
—
|
|
|
(6,681
|
)
|
|
(183
|
)
|
|||
Additions to goodwill, other intangible assets and other assets, net
|
(3,234
|
)
|
|
(14,235
|
)
|
|
(21,836
|
)
|
|||
Other investing activities
|
4,299
|
|
|
8,934
|
|
|
17,893
|
|
|||
Net cash used in investing activities
|
(504,334
|
)
|
|
(505,222
|
)
|
|
(385,388
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from long-term borrowings
|
71,926
|
|
|
1,570,818
|
|
|
3,080,464
|
|
|||
Payments of long-term borrowings
|
(209,621
|
)
|
|
(1,978,606
|
)
|
|
(3,314,853
|
)
|
|||
Net change in funding under the Receivables Facility
|
—
|
|
|
50,000
|
|
|
36,200
|
|
|||
Payments of dividends
|
(81,898
|
)
|
|
(52,186
|
)
|
|
—
|
|
|||
Proceeds from initial public offering, net
|
—
|
|
|
524,081
|
|
|
—
|
|
|||
Proceeds from issuance of common stock
|
39,946
|
|
|
4,408
|
|
|
5,597
|
|
|||
Distribution in connection with spin-off of Seamless
|
—
|
|
|
—
|
|
|
(47,352
|
)
|
|||
Repurchase of common stock
|
(50,176
|
)
|
|
(4,730
|
)
|
|
(42,399
|
)
|
|||
Other financing activities
|
61,847
|
|
|
(6,030
|
)
|
|
(53,926
|
)
|
|||
Net cash provided by (used in) financing activities
|
(167,976
|
)
|
|
107,755
|
|
|
(336,269
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
10,726
|
|
|
692
|
|
|
(25,750
|
)
|
|||
Cash and cash equivalents, beginning of period
|
111,690
|
|
|
110,998
|
|
|
136,748
|
|
|||
Cash and cash equivalents, end of period
|
$
|
122,416
|
|
|
$
|
111,690
|
|
|
$
|
110,998
|
|
|
Total
|
|
Total
Aramark Stockholders'
Equity
|
|
Common
Stock |
|
Capital
Surplus |
|
Accumulated Deficit
|
|
Accumulated
Other
Comprehensive
Loss |
|
Treasury Stock
|
|
Noncontrolling
Interest |
||||||||||||||||
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
|
)
|
|
$
|
—
|
|
Net income attributable to Aramark Stockholders
|
148,956
|
|
|
148,956
|
|
|
|
|
|
|
148,956
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss)
|
(47,073
|
)
|
|
(47,073
|
)
|
|
|
|
|
|
|
|
(47,073
|
)
|
|
|
|
|
|||||||||||||
Capital contributions from issuance of common stock
|
62,087
|
|
|
62,087
|
|
|
87
|
|
|
62,000
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital contributions from initial public offering
|
524,081
|
|
|
524,081
|
|
|
280
|
|
|
523,801
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation expense related to stock incentive plans
|
96,332
|
|
|
96,332
|
|
|
|
|
96,332
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Tax benefits related to stock incentive plans
|
40,507
|
|
|
40,507
|
|
|
|
|
40,507
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Change due to termination of provision in Stockholders' Agreement
|
158,708
|
|
|
158,708
|
|
|
|
|
158,708
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Repurchases of common stock
|
(117,083
|
)
|
|
(117,083
|
)
|
|
|
|
|
|
|
|
|
|
(117,083
|
)
|
|
|
|||||||||||||
Payment of dividends
|
(52,186
|
)
|
|
(52,186
|
)
|
|
|
|
|
|
(52,186
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
Balance, October 3, 2014
|
$
|
1,718,036
|
|
|
$
|
1,718,036
|
|
|
$
|
2,561
|
|
|
$
|
2,575,011
|
|
|
$
|
(382,463
|
)
|
|
$
|
(106,298
|
)
|
|
$
|
(370,775
|
)
|
|
$
|
—
|
|
|
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
|
235,946
|
|
|
|
|
|
|
235,946
|
|
|
|
|
|
||||||||||
Other comprehensive loss
|
(60,270
|
)
|
|
|
|
|
|
|
|
(60,270
|
)
|
|
|
||||||||||
Capital contributions from issuance of common stock
|
77,095
|
|
|
105
|
|
|
76,990
|
|
|
|
|
|
|
|
|||||||||
Compensation expense related to stock incentive plans
|
66,416
|
|
|
|
|
66,416
|
|
|
|
|
|
|
|
||||||||||
Tax benefits related to stock incentive plans
|
66,313
|
|
|
|
|
66,313
|
|
|
|
|
|
|
|
||||||||||
Repurchases of common stock
|
(138,053
|
)
|
|
|
|
|
|
|
|
|
|
(138,053
|
)
|
||||||||||
Payments of dividends
|
(82,124
|
)
|
|
|
|
|
|
(82,124
|
)
|
|
|
|
|
||||||||||
Balance, October 2, 2015
|
$
|
1,883,359
|
|
|
$
|
2,666
|
|
|
$
|
2,784,730
|
|
|
$
|
(228,641
|
)
|
|
$
|
(166,568
|
)
|
|
$
|
(508,828
|
)
|
|
Fiscal Year Ended
|
||||||||||||||||||||||
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||||||||||||||
|
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
|
|
|
$
|
236,976
|
|
|
|
|
$
|
149,459
|
|
|
|
|
$
|
70,366
|
|
||||||
Pension plan adjustments
|
2,832
|
|
690
|
|
3,522
|
|
|
(17,640
|
)
|
4,044
|
|
(13,596
|
)
|
|
29,943
|
|
(10,198
|
)
|
19,745
|
|
|||
Foreign currency translation adjustments
|
(50,458
|
)
|
6,911
|
|
(43,547
|
)
|
|
(37,246
|
)
|
5,965
|
|
(31,281
|
)
|
|
(30,832
|
)
|
13,690
|
|
(17,142
|
)
|
|||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Losses on cash flow hedges
|
(58,143
|
)
|
23,521
|
|
(34,622
|
)
|
|
(29,201
|
)
|
11,575
|
|
(17,626
|
)
|
|
(8,881
|
)
|
3,600
|
|
(5,281
|
)
|
|||
Reclassification adjustments
|
20,143
|
|
(8,462
|
)
|
11,681
|
|
|
25,921
|
|
(10,491
|
)
|
15,430
|
|
|
23,768
|
|
(9,375
|
)
|
14,393
|
|
|||
Share of equity investee's comprehensive income
|
4,148
|
|
(1,452
|
)
|
2,696
|
|
|
—
|
|
—
|
|
—
|
|
|
4,315
|
|
(1,510
|
)
|
2,805
|
|
|||
Other comprehensive income (loss)
|
(81,478
|
)
|
21,208
|
|
(60,270
|
)
|
|
(58,166
|
)
|
11,093
|
|
(47,073
|
)
|
|
18,313
|
|
(3,793
|
)
|
14,520
|
|
|||
Comprehensive income
|
|
|
176,706
|
|
|
|
|
102,386
|
|
|
|
|
84,886
|
|
|||||||||
Less: Net income attributable to noncontrolling interests
|
|
|
1,030
|
|
|
|
|
503
|
|
|
|
|
1,010
|
|
|||||||||
Comprehensive income attributable to Aramark stockholders
|
|
|
$
|
175,676
|
|
|
|
|
$
|
101,883
|
|
|
|
|
$
|
83,876
|
|
|
October 2, 2015
|
|
October 3, 2014
|
||||
Pension plan adjustments
|
$
|
(40,597
|
)
|
|
$
|
(44,119
|
)
|
Foreign currency translation adjustments
|
(71,541
|
)
|
|
(27,994
|
)
|
||
Cash flow hedges
|
(49,131
|
)
|
|
(26,190
|
)
|
||
Share of equity investee's Accumulated Other Comprehensive loss
|
(5,299
|
)
|
|
(7,995
|
)
|
||
|
$
|
(166,568
|
)
|
|
$
|
(106,298
|
)
|
|
|
October 2, 2015
|
|
October 3, 2014
|
||
Food
|
|
37.2
|
%
|
|
39.3
|
%
|
Career apparel and linens
|
|
60.3
|
%
|
|
57.9
|
%
|
Parts, supplies and novelties
|
|
2.5
|
%
|
|
2.8
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
October 2, 2015
|
|
October 3, 2014
|
|
|
||||||
Current assets
|
$
|
279,244
|
|
|
$
|
376,914
|
|
|
|
||
Noncurrent assets
|
127,158
|
|
|
154,510
|
|
|
|
||||
Current liabilities
|
234,305
|
|
|
302,230
|
|
|
|
||||
Noncurrent liabilities
|
32,625
|
|
|
52,489
|
|
|
|
||||
|
|
|
|
|
|
||||||
|
Fiscal Year Ended
|
||||||||||
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||
Sales
|
$
|
1,377,043
|
|
|
$
|
1,552,250
|
|
|
$
|
1,693,598
|
|
Gross profit
|
152,539
|
|
|
174,194
|
|
|
192,857
|
|
|||
Net income
|
25,747
|
|
|
26,869
|
|
|
29,236
|
|
|
|
Fiscal Year Ended
|
||||||||||
(dollars in millions)
|
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||
Interest paid
|
|
$
|
267.9
|
|
|
$
|
348.5
|
|
|
$
|
350.6
|
|
Income taxes paid
|
|
$
|
31.5
|
|
|
$
|
55.8
|
|
|
$
|
74.8
|
|
•
|
During fiscal
2015
, fiscal
2014
and fiscal
2013
, the Company executed capital lease transactions. The present value of the future rental obligations was approximately
$17.9 million
,
$16.6 million
and
$16.1 million
for the respective periods, which is included in property and equipment and long-term borrowings.
|
•
|
During fiscal
2015
, fiscal
2014
and fiscal
2013
, cashless settlements of the exercise price and related employee minimum tax withholding liabilities of share-based payment awards were approximately
$89.6 million
,
$116.3 million
and
$26.9 million
, respectively.
|
•
|
During fiscal 2014, obligations related to client contract investments of approximately
$57.2 million
that were unpaid at October 3, 2014 and were included in other assets and accounts payable.
|
(in millions)
|
October 3, 2014
|
|
Net Charges
|
|
Payments and Other
|
|
October 2, 2015
|
||||||
Severance and Related Costs Accrual
|
|
$40.7
|
|
|
23.1
|
|
|
(37.8
|
)
|
|
|
$26.0
|
|
Segment
|
October 3, 2014
|
|
Acquisitions and
Divestitures |
|
Translation
|
|
October 2, 2015
|
||||||||
FSS North America
|
$
|
3,583,656
|
|
|
$
|
—
|
|
|
$
|
(291
|
)
|
|
$
|
3,583,365
|
|
FSS International
|
431,245
|
|
|
—
|
|
|
(30,421
|
)
|
|
400,824
|
|
||||
Uniform
|
574,779
|
|
|
—
|
|
|
—
|
|
|
574,779
|
|
||||
|
$
|
4,589,680
|
|
|
$
|
—
|
|
|
$
|
(30,712
|
)
|
|
$
|
4,558,968
|
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||||||||||||||||
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||||||||
Customer relationship assets
|
$
|
1,859,689
|
|
|
$
|
(1,494,885
|
)
|
|
364,804
|
|
|
$
|
1,885,222
|
|
|
$
|
(1,386,248
|
)
|
|
$
|
498,974
|
|
|
Trade names
|
748,809
|
|
|
(1,633
|
)
|
|
747,176
|
|
|
755,400
|
|
|
(1,633
|
)
|
|
753,767
|
|
||||||
|
$
|
2,608,498
|
|
|
$
|
(1,496,518
|
)
|
|
$
|
1,111,980
|
|
|
$
|
2,640,622
|
|
|
$
|
(1,387,881
|
)
|
|
$
|
1,252,741
|
|
2016
|
$
|
96,961
|
|
2017
|
$
|
74,043
|
|
2018
|
$
|
50,866
|
|
2019
|
$
|
41,302
|
|
2020
|
$
|
40,679
|
|
|
|
October 2,
2015 |
|
October 3,
2014 |
||||
Senior secured revolving credit facility
|
|
$
|
70,000
|
|
|
$
|
—
|
|
Senior secured term loan facility, due July 2016
|
|
74,130
|
|
|
74,884
|
|
||
Senior secured term loan facility, due September 2019
|
|
1,195,697
|
|
|
1,351,189
|
|
||
Senior secured term loan facility, due February 2021
|
|
2,501,141
|
|
|
2,559,925
|
|
||
5.75% senior notes, due March 2020
|
|
1,000,000
|
|
|
1,000,000
|
|
||
Receivables Facility, due May 2017
|
|
350,000
|
|
|
350,000
|
|
||
Capital leases
|
|
57,660
|
|
|
54,420
|
|
||
Other
|
|
45,089
|
|
|
55,176
|
|
||
|
|
5,293,717
|
|
|
5,445,594
|
|
||
Less—current portion
|
|
(81,427
|
)
|
|
(89,805
|
)
|
||
|
|
$
|
5,212,290
|
|
|
$
|
5,355,789
|
|
•
|
A U.S. dollar denominated term loan to Aramark Services, Inc. in the amount of
$1,195.7 million
(due 2019) and
$2,108.8 million
(due 2021);
|
•
|
A U.S. dollar denominated term loan to a Canadian subsidiary in the amount of
$74.1 million
(due 2016);
|
•
|
A yen denominated term loan to Aramark Services, Inc. in the amount of
¥4,966.8 million
(approximately
$41.4 million
due 2021);
|
•
|
A Canadian dollar denominated term loan to a Canadian subsidiary in the amount of CAD
33.5 million
(approximately
$25.4 million
due 2021);
|
•
|
A euro denominated term loan to an Irish subsidiary in an amount of
€137.4 million
(approximately
$154.0 million
due 2021); and
|
•
|
A sterling denominated term loan to a U.K. subsidiary in an amount of
£112.8 million
(approximately
$171.5 million
due 2021);
|
•
|
A revolving credit facility available for loans in U.S. dollars to Aramark Services, Inc. with aggregate commitments of
$680 million
(due February 24, 2019); 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.
|
2016
|
$
|
81,427
|
|
2017
|
390,279
|
|
|
2018
|
36,202
|
|
|
2019
|
1,373,437
|
|
|
2020
|
1,037,647
|
|
|
Thereafter
|
2,390,321
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||
Interest expense
|
|
$
|
286,261
|
|
|
$
|
334,442
|
|
|
$
|
425,625
|
|
Interest income
|
|
(4,932
|
)
|
|
(4,338
|
)
|
|
(6,430
|
)
|
|||
Other financing costs
|
|
4,613
|
|
|
4,782
|
|
|
4,650
|
|
|||
Total
|
|
$
|
285,942
|
|
|
$
|
334,886
|
|
|
$
|
423,845
|
|
|
Fiscal Year Ended
|
||||||||||
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||
Interest rate swap agreements
|
$
|
(18,654
|
)
|
|
$
|
854
|
|
|
$
|
7,598
|
|
Cross currency swap agreements
|
13,917
|
|
|
(3,050
|
)
|
|
1,514
|
|
|||
|
$
|
(4,737
|
)
|
|
$
|
(2,196
|
)
|
|
$
|
9,112
|
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
Account
|
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||
Designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swap agreements
|
|
Interest Expense
|
|
$
|
31,367
|
|
|
$
|
31,511
|
|
|
$
|
23,479
|
|
Cross currency swap agreements
|
|
Interest Expense
|
|
(11,224
|
)
|
|
(5,590
|
)
|
|
289
|
|
|||
|
|
|
|
$
|
20,143
|
|
|
$
|
25,921
|
|
|
$
|
23,768
|
|
Not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Cross currency swap agreements
|
|
Interest Expense
|
|
$
|
—
|
|
|
$
|
(5,111
|
)
|
|
$
|
181
|
|
Gasoline and diesel fuel agreements
|
|
Cost of services provided
|
|
8,512
|
|
|
1,696
|
|
|
7
|
|
|||
Foreign currency forward exchange contracts
|
|
Interest Expense
|
|
(4,821
|
)
|
|
3,644
|
|
|
2,697
|
|
|||
|
|
|
|
3,691
|
|
|
229
|
|
|
2,885
|
|
|||
|
|
|
|
$
|
23,834
|
|
|
$
|
26,150
|
|
|
$
|
26,653
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||
Service cost
|
|
$
|
9,478
|
|
|
$
|
9,550
|
|
|
$
|
11,045
|
|
Interest cost
|
|
12,367
|
|
|
13,571
|
|
|
12,693
|
|
|||
Expected return on plan assets
|
|
(16,970
|
)
|
|
(16,544
|
)
|
|
(14,256
|
)
|
|||
Settlements
|
|
52
|
|
|
527
|
|
|
308
|
|
|||
Amortization of prior service cost
|
|
165
|
|
|
52
|
|
|
119
|
|
|||
Recognized net loss
|
|
1,658
|
|
|
1,131
|
|
|
3,436
|
|
|||
Net periodic pension cost
|
|
$
|
6,750
|
|
|
$
|
8,287
|
|
|
$
|
13,345
|
|
Change in benefit obligation:
|
|
October 2, 2015
|
|
October 3, 2014
|
||||
Benefit obligation, beginning
|
|
$
|
326,729
|
|
|
$
|
296,389
|
|
Foreign currency translation
|
|
(34,384
|
)
|
|
(17,401
|
)
|
||
Service cost
|
|
9,478
|
|
|
9,550
|
|
||
Interest cost
|
|
12,367
|
|
|
13,571
|
|
||
Employee contributions
|
|
2,597
|
|
|
2,978
|
|
||
Actuarial loss (gain)
|
|
(252
|
)
|
|
38,274
|
|
||
Benefits paid
|
|
(14,256
|
)
|
|
(13,529
|
)
|
||
Settlements and curtailments
|
|
(192
|
)
|
|
(3,103
|
)
|
||
Benefit obligation, ending
|
|
$
|
302,087
|
|
|
$
|
326,729
|
|
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets, beginning
|
|
$
|
276,934
|
|
|
$
|
248,679
|
|
Foreign currency translation
|
|
(31,144
|
)
|
|
(14,451
|
)
|
||
Employer contributions
|
|
59,155
|
|
|
23,769
|
|
||
Employee contributions
|
|
2,597
|
|
|
2,978
|
|
||
Actual return on plan assets
|
|
11,321
|
|
|
32,596
|
|
||
Benefits paid
|
|
(14,256
|
)
|
|
(13,529
|
)
|
||
Settlements
|
|
(231
|
)
|
|
(3,108
|
)
|
||
Fair value of plan assets, end
|
|
$
|
304,376
|
|
|
$
|
276,934
|
|
Funded Status at end of year
|
|
$
|
2,289
|
|
|
$
|
(49,795
|
)
|
|
|
October 2, 2015
|
|
October 3, 2014
|
||||
Noncurrent benefit asset (included in Other Assets)
|
|
$
|
5,548
|
|
|
$
|
—
|
|
Current benefit liability (included in Accrued expenses and other current liabilities)
|
|
—
|
|
|
(955
|
)
|
||
Noncurrent benefit liability (included in Other Noncurrent Liabilities)
|
|
(3,259
|
)
|
|
(48,840
|
)
|
||
Net actuarial loss (included in Accumulated other comprehensive (income) loss before taxes)
|
|
62,308
|
|
|
65,104
|
|
||
Prior service cost (included in Accumulated other comprehensive (income) loss before taxes)
|
|
26
|
|
|
36
|
|
|
|
October 2, 2015
|
|
October 3, 2014
|
||
Discount rate
|
|
4.0
|
%
|
|
4.6
|
%
|
Rate of compensation increase
|
|
3.3
|
%
|
|
3.3
|
%
|
Long-term rate of return on assets
|
|
6.6
|
%
|
|
6.6
|
%
|
|
|
October 2, 2015
|
|
October 3, 2014
|
||
Discount rate
|
|
3.9
|
%
|
|
4.0
|
%
|
Rate of compensation increase
|
|
3.2
|
%
|
|
3.3
|
%
|
|
|
October 2, 2015
|
|
October 3, 2014
|
||||
Projected benefit obligation
|
|
$
|
23,475
|
|
|
$
|
148,459
|
|
Accumulated benefit obligation
|
|
21,871
|
|
|
144,165
|
|
||
Fair value of plan assets
|
|
8,717
|
|
|
109,789
|
|
|
|
October 2, 2015
|
|
Quoted prices in
active markets
Level 1
|
|
Significant other
observable inputs
Level 2
|
|
Significant
unobservable inputs
Level 3
|
||||||||
Cash and cash equivalents and other
|
|
$
|
44,318
|
|
|
$
|
44,318
|
|
|
|
|
|
|
|
||
Investment funds:
|
|
|
|
|
|
|
|
|
||||||||
Pooled funds—equity
|
|
154,112
|
|
|
|
|
|
$
|
154,112
|
|
|
|
|
|||
Pooled funds—fixed income
|
|
96,998
|
|
|
|
|
|
96,998
|
|
|
|
|
||||
Real estate
|
|
8,948
|
|
|
|
|
|
|
|
|
$
|
8,948
|
|
|||
Total
|
|
$
|
304,376
|
|
|
$
|
44,318
|
|
|
$
|
251,110
|
|
|
$
|
8,948
|
|
|
|
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
|
|
Fiscal 2016
|
$
|
11,505
|
|
Fiscal 2017
|
11,703
|
|
|
Fiscal 2018
|
11,583
|
|
|
Fiscal 2019
|
12,114
|
|
|
Fiscal 2020
|
12,281
|
|
|
Fiscal 2021 – 2025
|
68,432
|
|
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
|
|||||||||
2015
|
2014
|
2015
|
2014
|
2013
|
Surcharge
Imposed
|
||||||||||
National Retirement Fund
|
13-6130178/ 001
|
Critical
|
Critical
|
Implemented
|
$
|
6,580
|
|
$
|
6,304
|
|
$
|
6,011
|
|
No
|
2/28/2014 - 9/1/2018
|
Service Employees Pension Fund of Upstate New York (1)
|
16-0908576/ 001
|
Critical
|
Critical
|
Implemented
|
527
|
|
440
|
|
360
|
|
No
|
9/30/2014 - 6/30/2015
|
|||
Local 1102 Retirement Trust (2)
|
13-1847329/ 001
|
Critical
|
Critical
|
Implemented
|
300
|
|
334
|
|
275
|
|
No
|
10/31/2017 - 6/30/2019
|
|||
Central States SE and SW Areas Pension Plan
|
36-6044243/ 001
|
Critical and Declining
|
Critical
|
Implemented
|
3,659
|
|
3,549
|
|
3,415
|
|
No
|
1/31/2007 - 3/30/2018
|
|||
Pension Plan for Hospital & Health Care Employees Philadelphia & Vicinity
|
23-2627428/ 001
|
Endangered
|
Endangered
|
Implemented
|
198
|
|
156
|
|
161
|
|
No
|
1/31/2018
|
|||
Retail, Wholesale and Department Store International Union and Industry Pension Fund
|
63-0708442/ 001
|
Critical
|
Green
|
Pending
|
321
|
|
307
|
|
306
|
|
Yes
|
5/13/2014 - 1/29/2018
|
|||
Local 731 IBT Textile Maintenance and Laundry Craft Pension Fund
|
51-6056180/ 001
|
Critical
|
Critical
|
Implemented
|
768
|
|
668
|
|
453
|
|
No
|
4/29/2016
|
|||
SEIU National Industry Pension Fund
|
52-6148540/ 001
|
Critical
|
Critical
|
Implemented
|
298
|
|
47
|
|
173
|
|
No
|
4/14/2016 - 12/31/2016
|
|||
Automotive Industries Pension Plan (3)
|
94-1133245/ 001
|
N/A
|
Critical
|
N/A
|
10
|
|
29
|
|
28
|
|
No
|
N/A
|
|||
Local 171 Pension Plan
|
37-6155648/ 001
|
Critical
|
Critical
|
Implemented
|
79
|
|
62
|
|
60
|
|
No
|
7/7/2017
|
|||
Other funds
|
|
|
|
|
13,663
|
|
13,227
|
|
13,021
|
|
|
|
|||
Total contributions
|
|
|
|
|
$
|
26,403
|
|
$
|
25,123
|
|
$
|
24,263
|
|
|
|
(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 6/30/2019.
|
(3)
|
During fiscal 2014, the Company negotiated with a union to discontinue its participation in this fund.
|
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/ 2014 and 12/31/2013
|
Service Employees Pension Fund of Upstate New York
|
|
12/31/ 2014 and 12/31/2013
|
Local 731 IBT Textile Maintenance and Laundry Craft Pension Fund
|
|
12/31/ 2014 and 12/31/2013
|
Local 171 Pension Plan
|
|
12/31/ 2014 and 12/31/2013
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||
United States
|
|
$
|
250,069
|
|
|
$
|
110,936
|
|
|
$
|
18,557
|
|
Non-U.S.
|
|
91,927
|
|
|
118,741
|
|
|
72,072
|
|
|||
|
|
$
|
341,996
|
|
|
$
|
229,677
|
|
|
$
|
90,629
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
64,221
|
|
|
$
|
6,692
|
|
|
$
|
2,740
|
|
State and local
|
|
15,223
|
|
|
5,308
|
|
|
126
|
|
|||
Non-U.S.
|
|
29,684
|
|
|
30,846
|
|
|
34,158
|
|
|||
|
|
109,128
|
|
|
42,846
|
|
|
37,024
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(585
|
)
|
|
32,843
|
|
|
(1,007
|
)
|
|||
State and local
|
|
(208
|
)
|
|
2,515
|
|
|
(656
|
)
|
|||
Non-U.S.
|
|
(3,315
|
)
|
|
2,014
|
|
|
(16,128
|
)
|
|||
|
|
(4,108
|
)
|
|
37,372
|
|
|
(17,791
|
)
|
|||
|
|
$
|
105,020
|
|
|
$
|
80,218
|
|
|
$
|
19,233
|
|
|
|
Fiscal Year Ended
|
|||||||
|
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
|||
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
|
|
2.9
|
|
|
2.2
|
|
|
1.0
|
|
Foreign taxes
|
|
(3.7
|
)
|
|
(2.3
|
)
|
|
(2.2
|
)
|
Permanent book/tax differences
|
|
0.3
|
|
|
2.7
|
|
|
1.8
|
|
Uncertain tax positions
|
|
(0.5
|
)
|
|
(0.4
|
)
|
|
(1.6
|
)
|
Tax credits & other
|
|
(3.3
|
)
|
|
(2.3
|
)
|
|
(12.8
|
)
|
Effective income tax rate
|
|
30.7
|
%
|
|
34.9
|
%
|
|
21.2
|
%
|
|
|
October 2, 2015
|
|
October 3, 2014
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Derivatives
|
|
$
|
—
|
|
|
$
|
2,322
|
|
Property and equipment
|
|
54,218
|
|
|
52,484
|
|
||
Investments
|
|
29,526
|
|
|
36,233
|
|
||
Other intangible assets, including goodwill
|
|
654,568
|
|
|
674,097
|
|
||
Inventory and Other
|
|
110,869
|
|
|
94,597
|
|
||
Gross deferred tax liability
|
|
849,181
|
|
|
859,733
|
|
||
Deferred tax assets:
|
|
|
|
|
||||
Derivatives
|
|
5,282
|
|
|
—
|
|
||
Insurance
|
|
21,737
|
|
|
27,574
|
|
||
Employee compensation and benefits
|
|
219,645
|
|
|
210,906
|
|
||
Accruals and allowances
|
|
20,836
|
|
|
22,216
|
|
||
Net operating loss/credit carryforwards and other
|
|
32,884
|
|
|
43,320
|
|
||
Gross deferred tax asset, before valuation allowances
|
|
300,384
|
|
|
304,016
|
|
||
Valuation allowances
|
|
(8,630
|
)
|
|
(12,032
|
)
|
||
Net deferred tax liability
|
|
$
|
557,427
|
|
|
$
|
567,749
|
|
|
October 2, 2015
|
|
October 3, 2014
|
||||
Balance, beginning of year
|
$
|
26,217
|
|
|
$
|
27,337
|
|
Additions based on tax positions taken in the current year
|
270
|
|
|
804
|
|
||
Additions/Reductions for tax positions taken in prior years
|
1,715
|
|
|
3,306
|
|
||
Reductions for remeasurements, settlements and payments
|
(6,004
|
)
|
|
(597
|
)
|
||
Reductions due to statute expiration
|
(786
|
)
|
|
(4,633
|
)
|
||
|
|
|
|
||||
Balance, end of year
|
$
|
21,412
|
|
|
$
|
26,217
|
|
|
|
Fiscal Year Ended
|
||||
|
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
Expected volatility
|
|
30%
|
|
30%
|
|
30%
|
Expected dividend yield
|
|
1.05% - 1.20%
|
|
1.5%
|
|
0%
|
Expected life (in years)
|
|
6.25
|
|
6.25
|
|
6.25
|
Risk-free interest rate
|
|
1.60% - 2.07%
|
|
2.06% - 2.33%
|
|
1.02% - 2.36%
|
Options
|
|
Shares
(000s) |
|
Weighted-
Average Exercise Price |
|
Aggregate Intrinsic Value ($000s)
|
|
Weighted-Average Remaining Term (Years)
|
|||||
Outstanding at October 3, 2014
|
|
15,749
|
|
|
$
|
13.37
|
|
|
|
|
|
||
Granted
|
|
2,857
|
|
|
$
|
28.85
|
|
|
|
|
|
||
Exercised
|
|
(4,840
|
)
|
|
$
|
8.65
|
|
|
|
|
|
||
Forfeited and expired
|
|
(500
|
)
|
|
$
|
18.29
|
|
|
|
|
|
||
Outstanding at October 2, 2015
|
|
13,266
|
|
|
$
|
18.24
|
|
|
$
|
167,226
|
|
|
7.1
|
Exercisable at October 2, 2015
|
|
6,176
|
|
|
$
|
13.37
|
|
|
$
|
107,838
|
|
|
5.9
|
Expected to vest at October 2, 2015
|
|
5,874
|
|
|
$
|
22.85
|
|
|
$
|
47,035
|
|
|
8.3
|
|
|
Fiscal Year Ended
|
||||
|
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
Expected volatility
|
|
25%
|
|
30%
|
|
30%
|
Expected dividend yield
|
|
1.09% - 1.20%
|
|
1.5%
|
|
0%
|
Expected life (in years)
|
|
4.0 - 4.5
|
|
4.0 - 5.0
|
|
4.5 - 5.5
|
Risk-free interest rate
|
|
1.53% - 1.63%
|
|
0.65% - 1.47%
|
|
0.61% - 0.85%
|
Options
|
|
Shares
(000s) |
|
Weighted-
Average Exercise Price |
|
Aggregate Intrinsic Value ($000s)
|
|
Weighted-Average Remaining Term (Years)
|
||||||
Outstanding at October 3, 2014
|
|
9,330
|
|
|
$
|
9.36
|
|
|
|
|
|
|||
Granted
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(4,460
|
)
|
|
$
|
7.82
|
|
|
|
|
|
|||
Forfeited and expired
|
|
(85
|
)
|
|
$
|
12.19
|
|
|
|
|
|
|||
Outstanding at October 2, 2015
|
|
4,785
|
|
|
$
|
10.74
|
|
|
$
|
96,123
|
|
|
4.8
|
|
Exercisable at October 2, 2015
|
|
4,785
|
|
|
$
|
10.74
|
|
|
$
|
96,123
|
|
|
4.8
|
|
Expected to vest at October 2, 2015
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Restricted Stock Units
|
|
Units
(000s) |
|
Weighted Average Grant Date Fair Value
|
|
Outstanding at October 3, 2014
|
|
2,770
|
|
$19.22
|
|
Granted
|
|
520
|
|
$29.48
|
|
Vested
|
|
(867)
|
|
$19.16
|
|
Forfeited
|
|
(141)
|
|
$19.02
|
|
Outstanding at October 2, 2015
|
|
2,282
|
|
|
$21.61
|
Performance Stock Units
|
|
Units
(000s) |
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at October 3, 2014
|
|
711
|
|
|
$24.21
|
|
|
Granted
|
|
826
|
|
|
$28.85
|
|
|
Vested
|
|
(222)
|
|
|
$24.10
|
|
|
Forfeited
|
|
(45)
|
|
|
$25.77
|
|
|
Outstanding at October 2, 2015
|
|
1,270
|
|
|
|
$27.20
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||
Earnings:
|
|
|
|
|
|
|
||||||
Income from Continuing Operations attributable to Aramark stockholders
|
|
|
$235,946
|
|
|
|
$148,956
|
|
|
|
$70,386
|
|
Loss from Discontinued Operations, net of tax
|
|
—
|
|
|
—
|
|
|
(1,030
|
)
|
|||
Net income attributable to Aramark stockholders
|
|
|
$235,946
|
|
|
|
$148,956
|
|
|
|
$69,356
|
|
Shares:
|
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding
|
|
237,616
|
|
|
225,866
|
|
|
201,916
|
|
|||
Effect of dilutive securities
|
|
9,000
|
|
|
11,585
|
|
|
7,454
|
|
|||
Diluted weighted-average shares outstanding
|
|
246,616
|
|
|
237,451
|
|
|
209,370
|
|
|||
|
|
|
|
|
|
|
||||||
Basic Earnings Per Share:
|
|
|
|
|
|
|
||||||
Income from Continuing Operations
|
|
|
$0.99
|
|
|
|
$0.66
|
|
|
|
$0.35
|
|
Loss from Discontinued Operations
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||
|
|
|
$0.99
|
|
|
|
$0.66
|
|
|
|
$0.34
|
|
|
|
|
|
|
|
|
||||||
Diluted Earnings Per Share:
|
|
|
|
|
|
|
||||||
Income from Continuing Operations
|
|
|
$0.96
|
|
|
|
$0.63
|
|
|
|
$0.34
|
|
Loss from Discontinued Operations
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||
|
|
|
$0.96
|
|
|
|
$0.63
|
|
|
|
$0.33
|
|
2016
|
$
|
221,521
|
|
2017
|
85,947
|
|
|
2018
|
72,232
|
|
|
2019
|
44,721
|
|
|
2020
|
33,208
|
|
|
2021-Thereafter
|
75,359
|
|
|
Total minimum rental obligations
|
$
|
532,988
|
|
|
|
Quarter Ended
|
||||||||||||||
|
|
January 2, 2015
|
|
April 3, 2015
|
|
July 3, 2015
|
|
October 2, 2015
|
||||||||
Sales
|
|
$
|
3,702,353
|
|
|
$
|
3,594,627
|
|
|
$
|
3,486,203
|
|
|
$
|
3,545,952
|
|
Cost of services provided
|
|
3,287,281
|
|
|
3,239,214
|
|
|
3,164,700
|
|
|
3,189,230
|
|
||||
Income from Continuing Operations
|
|
85,620
|
|
|
60,105
|
|
|
34,038
|
|
|
57,213
|
|
||||
Net income attributable to Aramark stockholders
|
|
85,497
|
|
|
59,823
|
|
|
33,761
|
|
|
56,865
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.36
|
|
|
$
|
0.25
|
|
|
$
|
0.14
|
|
|
$
|
0.24
|
|
Diluted
|
|
0.35
|
|
|
0.24
|
|
|
0.14
|
|
|
0.23
|
|
||||
Dividends declared per common share
|
|
0.08625
|
|
|
0.08625
|
|
|
0.08625
|
|
|
0.08625
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
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
|
|
|
Sales
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||
FSS North America
|
$
|
9,950.3
|
|
|
$
|
10,232.8
|
|
|
$
|
9,594.2
|
|
FSS International
|
2,858.2
|
|
|
3,111.2
|
|
|
2,940.2
|
|
|||
Uniform
|
1,520.6
|
|
|
1,488.9
|
|
|
1,411.3
|
|
|||
|
$
|
14,329.1
|
|
|
$
|
14,832.9
|
|
|
$
|
13,945.7
|
|
|
Operating Income
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||
FSS North America
|
$
|
494.5
|
|
|
$
|
501.3
|
|
|
$
|
403.2
|
|
FSS International
|
95.3
|
|
|
106.2
|
|
|
68.1
|
|
|||
Uniform
|
191.8
|
|
|
172.1
|
|
|
117.3
|
|
|||
|
781.6
|
|
|
779.6
|
|
|
588.6
|
|
|||
Corporate
|
(153.7
|
)
|
|
(215.0
|
)
|
|
(74.2
|
)
|
|||
Operating Income
|
627.9
|
|
|
564.6
|
|
|
514.4
|
|
|||
Interest and Other Financing Costs, net
|
(285.9
|
)
|
|
(334.9
|
)
|
|
(423.8
|
)
|
|||
Income from Continuing Operations Before Income Taxes
|
$
|
342.0
|
|
|
$
|
229.7
|
|
|
$
|
90.6
|
|
|
Depreciation and Amortization
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||
FSS North America
|
$
|
385.2
|
|
|
$
|
381.0
|
|
|
$
|
374.2
|
|
FSS International
|
47.1
|
|
|
59.2
|
|
|
64.0
|
|
|||
Uniform
|
70.2
|
|
|
79.6
|
|
|
102.0
|
|
|||
Corporate
|
1.5
|
|
|
1.8
|
|
|
1.9
|
|
|||
|
$
|
504.0
|
|
|
$
|
521.6
|
|
|
$
|
542.1
|
|
|
Capital Expenditures and
Client Contract Investments and Other*
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||
FSS North America
|
$
|
395.3
|
|
|
$
|
431.3
|
|
|
$
|
283.3
|
|
FSS International
|
49.1
|
|
|
48.4
|
|
|
63.0
|
|
|||
Uniform
|
72.6
|
|
|
53.8
|
|
|
46.7
|
|
|||
Corporate
|
7.4
|
|
|
18.4
|
|
|
0.1
|
|
|||
|
$
|
524.4
|
|
|
$
|
551.9
|
|
|
$
|
393.1
|
|
* Includes amounts acquired in business combinations
|
|
|
|
|
|
|
Identifiable Assets
|
||||||
|
October 2, 2015
|
|
October 3, 2014
|
||||
FSS North America
|
$
|
6,955.9
|
|
|
$
|
7,072.9
|
|
FSS International
|
1,369.9
|
|
|
1,485.3
|
|
||
Uniform
|
1,751.7
|
|
|
1,695.7
|
|
||
Corporate
|
146.6
|
|
|
201.8
|
|
||
|
$
|
10,224.1
|
|
|
$
|
10,455.7
|
|
|
Sales
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
October 2, 2015
|
|
October 3, 2014
|
|
September 27, 2013
|
||||||
United States
|
$
|
10,727.8
|
|
|
$
|
10,798.5
|
|
|
$
|
10,025.0
|
|
Foreign
|
3,601.3
|
|
|
4,034.4
|
|
|
3,920.7
|
|
|||
|
$
|
14,329.1
|
|
|
$
|
14,832.9
|
|
|
$
|
13,945.7
|
|
|
Property and Equipment, net
|
||||||
|
October 2, 2015
|
|
October 3, 2014
|
||||
United States
|
$
|
817.0
|
|
|
$
|
834.4
|
|
Foreign
|
142.3
|
|
|
162.9
|
|
||
|
$
|
959.3
|
|
|
$
|
997.3
|
|
•
|
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
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
31.8
|
|
|
$
|
42.8
|
|
|
$
|
47.8
|
|
|
$
|
—
|
|
|
$
|
122.4
|
|
Receivables
|
—
|
|
|
3.7
|
|
|
295.6
|
|
|
1,145.3
|
|
|
—
|
|
|
1,444.6
|
|
||||||
Inventories, at lower of cost or market
|
—
|
|
|
16.0
|
|
|
487.6
|
|
|
71.7
|
|
|
—
|
|
|
575.3
|
|
||||||
Prepayments and other current assets
|
—
|
|
|
59.7
|
|
|
74.4
|
|
|
102.8
|
|
|
—
|
|
|
236.9
|
|
||||||
Total current assets
|
—
|
|
|
111.2
|
|
|
900.4
|
|
|
1,367.6
|
|
|
—
|
|
|
2,379.2
|
|
||||||
Property and Equipment, net
|
—
|
|
|
20.7
|
|
|
785.2
|
|
|
153.4
|
|
|
—
|
|
|
959.3
|
|
||||||
Goodwill
|
—
|
|
|
173.1
|
|
|
3,982.8
|
|
|
403.1
|
|
|
—
|
|
|
4,559.0
|
|
||||||
Investment in and Advances to Subsidiaries
|
1,883.5
|
|
|
5,586.0
|
|
|
479.5
|
|
|
16.1
|
|
|
(7,965.1
|
)
|
|
—
|
|
||||||
Other Intangible Assets
|
—
|
|
|
29.7
|
|
|
985.5
|
|
|
96.8
|
|
|
—
|
|
|
1,112.0
|
|
||||||
Other Assets
|
—
|
|
|
67.8
|
|
|
919.8
|
|
|
229.0
|
|
|
(2.0
|
)
|
|
1,214.6
|
|
||||||
|
$
|
1,883.5
|
|
|
$
|
5,988.5
|
|
|
$
|
8,053.2
|
|
|
$
|
2,266.0
|
|
|
$
|
(7,967.1
|
)
|
|
$
|
10,224.1
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term borrowings
|
$
|
—
|
|
|
$
|
21.9
|
|
|
$
|
13.0
|
|
|
$
|
46.5
|
|
|
$
|
—
|
|
|
$
|
81.4
|
|
Accounts payable
|
—
|
|
|
152.8
|
|
|
419.3
|
|
|
278.0
|
|
|
—
|
|
|
850.1
|
|
||||||
Accrued expenses and other liabilities
|
0.1
|
|
|
135.5
|
|
|
818.6
|
|
|
295.2
|
|
|
0.1
|
|
|
1,249.5
|
|
||||||
Total current liabilities
|
0.1
|
|
|
310.2
|
|
|
1,250.9
|
|
|
619.7
|
|
|
0.1
|
|
|
2,181.0
|
|
||||||
Long-term Borrowings
|
—
|
|
|
4,394.0
|
|
|
44.5
|
|
|
773.8
|
|
|
—
|
|
|
5,212.3
|
|
||||||
Deferred Income Taxes and Other Noncurrent Liabilities
|
—
|
|
|
415.3
|
|
|
500.6
|
|
|
21.4
|
|
|
—
|
|
|
937.3
|
|
||||||
Intercompany Payable
|
—
|
|
|
—
|
|
|
5,096.8
|
|
|
1,075.8
|
|
|
(6,172.6
|
)
|
|
—
|
|
||||||
Common Stock Subject to Repurchase and Other
|
—
|
|
|
—
|
|
|
10.1
|
|
|
—
|
|
|
—
|
|
|
10.1
|
|
||||||
Total Stockholders' Equity
|
1,883.4
|
|
|
869.0
|
|
|
1,150.3
|
|
|
(224.7
|
)
|
|
(1,794.6
|
)
|
|
1,883.4
|
|
||||||
|
$
|
1,883.5
|
|
|
$
|
5,988.5
|
|
|
$
|
8,053.2
|
|
|
$
|
2,266.0
|
|
|
$
|
(7,967.1
|
)
|
|
$
|
10,224.1
|
|
|
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
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
1,014.8
|
|
|
$
|
9,517.3
|
|
|
$
|
3,797.0
|
|
|
$
|
—
|
|
|
$
|
14,329.1
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
900.1
|
|
|
8,438.8
|
|
|
3,541.5
|
|
|
—
|
|
|
12,880.4
|
|
||||||
Depreciation and amortization
|
—
|
|
|
11.4
|
|
|
415.9
|
|
|
76.7
|
|
|
—
|
|
|
504.0
|
|
||||||
Selling and general corporate expenses
|
2.2
|
|
|
162.4
|
|
|
135.4
|
|
|
16.8
|
|
|
—
|
|
|
316.8
|
|
||||||
Interest and other financing costs, net
|
—
|
|
|
255.8
|
|
|
(2.4
|
)
|
|
32.5
|
|
|
—
|
|
|
285.9
|
|
||||||
Expense allocations
|
(2.2
|
)
|
|
(334.8
|
)
|
|
306.9
|
|
|
30.1
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
994.9
|
|
|
9,294.6
|
|
|
3,697.6
|
|
|
—
|
|
|
13,987.1
|
|
||||||
Income before Income Taxes
|
—
|
|
|
19.9
|
|
|
222.7
|
|
|
99.4
|
|
|
—
|
|
|
342.0
|
|
||||||
Provision for Income Taxes
|
—
|
|
|
6.0
|
|
|
70.0
|
|
|
29.0
|
|
|
—
|
|
|
105.0
|
|
||||||
Equity in Net Income of Subsidiaries
|
236.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(236.0
|
)
|
|
—
|
|
||||||
Net income
|
236.0
|
|
|
13.9
|
|
|
152.7
|
|
|
70.4
|
|
|
(236.0
|
)
|
|
237.0
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
||||||
Net income attributable to Aramark stockholders
|
236.0
|
|
|
13.9
|
|
|
151.7
|
|
|
70.4
|
|
|
(236.0
|
)
|
|
236.0
|
|
||||||
Other comprehensive loss, net of tax
|
(60.3
|
)
|
|
(12.9
|
)
|
|
(3.0
|
)
|
|
(78.9
|
)
|
|
94.8
|
|
|
(60.3
|
)
|
||||||
Comprehensive income (loss) attributable to Aramark stockholders
|
$
|
175.7
|
|
|
$
|
1.0
|
|
|
$
|
148.7
|
|
|
$
|
(8.5
|
)
|
|
$
|
(141.2
|
)
|
|
$
|
175.7
|
|
|
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
|
—
|
|
|
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) from Continuing Operations 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 (loss)
|
149.0
|
|
|
(22.4
|
)
|
|
83.0
|
|
|
88.9
|
|
|
(149.0
|
)
|
|
149.5
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||
Net income (loss) 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, net
|
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
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(0.7
|
)
|
|
$
|
51.0
|
|
|
$
|
319.0
|
|
|
$
|
318.6
|
|
|
$
|
(4.9
|
)
|
|
$
|
683.0
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment, client contract investments and other
|
—
|
|
|
(13.9
|
)
|
|
(445.0
|
)
|
|
(65.5
|
)
|
|
—
|
|
|
(524.4
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
0.5
|
|
|
8.9
|
|
|
9.7
|
|
|
—
|
|
|
19.1
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
||||||
Other investing activities
|
—
|
|
|
(1.0
|
)
|
|
(0.7
|
)
|
|
6.1
|
|
|
—
|
|
|
4.4
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(14.4
|
)
|
|
(440.2
|
)
|
|
(49.7
|
)
|
|
—
|
|
|
(504.3
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
70.0
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
71.9
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(178.9
|
)
|
|
(14.7
|
)
|
|
(16.0
|
)
|
|
—
|
|
|
(209.6
|
)
|
||||||
Payments of dividends
|
—
|
|
|
(81.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81.9
|
)
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
39.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39.9
|
|
||||||
Repurchase of common stock
|
—
|
|
|
(50.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50.2
|
)
|
||||||
Other financing activities
|
—
|
|
|
66.4
|
|
|
(3.9
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
61.9
|
|
||||||
Change in intercompany, net
|
0.7
|
|
|
103.6
|
|
|
141.0
|
|
|
(250.2
|
)
|
|
4.9
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
0.7
|
|
|
(31.1
|
)
|
|
122.4
|
|
|
(264.9
|
)
|
|
4.9
|
|
|
(168.0
|
)
|
||||||
Increase in cash and cash equivalents
|
—
|
|
|
5.5
|
|
|
1.2
|
|
|
4.0
|
|
|
—
|
|
|
10.7
|
|
||||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
26.3
|
|
|
41.6
|
|
|
43.8
|
|
|
—
|
|
|
111.7
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
31.8
|
|
|
$
|
42.8
|
|
|
$
|
47.8
|
|
|
$
|
—
|
|
|
$
|
122.4
|
|
|
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 divestitures
|
—
|
|
|
—
|
|
|
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
|
|
|
|
|
|
Additions
|
|
Reductions
|
|
|
||||||||
|
|
Balance,
Beginning of
Period
|
|
Charged to
Income
|
|
Deductions
from
Reserves
(1)
|
|
Balance,
End of
Period
|
||||||||
Description
|
|
|
|
|
|
|
|
|
||||||||
Fiscal Year 2015
|
|
|
|
|
|
|
|
|
||||||||
Reserve for doubtful accounts, advances & current notes receivable
|
|
$
|
37,381
|
|
|
$
|
16,220
|
|
|
$
|
14,578
|
|
|
$
|
39,023
|
|
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
|
|
(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
|
|
|
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)) .
|
10.2
|
|
|
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))
|
10.3
|
|
|
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)).
|
10.4
|
|
|
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)).
|
10.5
|
|
|
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)).
|
10.6
|
|
|
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)).
|
10.7†
|
|
|
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†
|
|
|
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)).
|
10.14†
|
|
|
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)).
|
10.15†
|
|
|
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)).
|
10.16†
|
|
|
Offer Letter dated March 12, 2015, between Aramark and Stephen P. Bramlage, Jr. (incorporated by reference to Exhibit 10.1 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2015, pursuant to the Exchange Act (file number 001-36223)).
|
10.17†
|
|
|
Agreement Relating to Employment and Post-Employment Competition dated March 12, 2015 between Aramark and Stephen P. Bramlage, Jr. (incorporated by reference to Exhibit 10.2 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2015, pursuant to the Exchange Act (file number 001-36223)).
|
10.18†
|
|
|
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)).
|
10.19†
|
|
|
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)).
|
10.20†
|
|
|
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)).
|
10.21†
|
|
|
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†
|
|
|
Indemnification Agreement dated April 6, 2015, between Stephen P. Bramlage, Jr. and Aramark (incorporated by reference to Exhibit 10.3 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2015, pursuant to the Exchange Act (file number 001-36223)).
|
10.26†
|
|
|
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)).
|
10.27†
|
|
|
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)).
|
10.28†
|
|
|
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)).
|
10.29†
|
|
|
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)).
|
10.30†
|
|
|
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)).
|
10.31†
|
|
|
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)).
|
10.32†
|
|
|
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)).
|
10.33†
|
|
|
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)).
|
10.34†
|
|
|
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)).
|
10.35†
|
|
|
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)).
|
10.36†
|
|
|
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)).
|
10.37†
|
|
|
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)).
|
10.38†
|
|
|
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)).
|
10.39†
|
|
|
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)).
|
10.40†
|
|
|
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)).
|
10.41†
|
|
|
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)).
|
10.42†
|
|
|
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)).
|
10.43†
|
|
|
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)).
|
10.44†
|
|
|
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)).
|
10.45†
|
|
|
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)).
|
10.46†
|
|
|
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)).
|
10.47†
|
|
|
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)).
|
10.48†
|
|
|
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)).
|
10.49†
|
|
|
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)).
|
10.50†
|
|
|
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)).
|
10.51†
|
|
|
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)).
|
10.52†
|
|
|
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)).
|
10.53†
|
|
|
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)).
|
10.54†
|
|
|
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)).
|
10.55†
|
|
|
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)).
|
10.56†
|
|
|
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)).
|
10.57†
|
|
|
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)).
|
10.58†
|
|
|
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)).
|
10.59†
|
|
|
Form of Performance Stock Unit Award Agreement (Revised) (incorporated by reference to Exhibit 10.26 to Aramark’s Annual Report on Form 10-K filed with the SEC on December 3, 2014, pursuant to the Exchange Act
(file number 001-36223)).
|
10.60†
|
|
|
Form of Performance Stock Unit Award Agreement (Revised) (incorporated by reference to Exhibit 10.2 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2015, pursuant to the Exchange Act (file number 001-36223)).
|
10.61*†
|
|
|
Form of Performance Restricted Stock Award
|
10.62*†
|
|
|
Form of Non-Qualified Stock Option Award Agreement (Relative TSR Vesting)
|
10.63*†
|
|
|
Form of Restricted Stock Unit Award Agreement (Relative TSR Vesting)
|
10.64*†
|
|
|
Form of Performance Restricted Stock Award Agreement (Relative TSR Vesting)
|
10.65†
|
|
|
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)).
|
10.66†
|
|
|
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)).
|
10.67†
|
|
|
Form of Deferred Stock Unit Award Agreement under the Aramark 2013 Stock Incentive Plan (Revised) (incorporated by reference to Exhibit 10.77 to Aramark’s Annual Report on Form 10-K filed with the SEC on December 3, 2014, pursuant to the Exchange Act
(file number 001-36223)).
|
10.68†
|
|
|
Form of Deferred Stock Unit Agreement under the Aramark 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2015, pursuant to the Exchange Act (file number 001-36223)).
|
10.69*†
|
|
|
Form of Aircraft Timesharing Agreement
|
10.70
|
|
|
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).
|
10.71
|
|
|
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).
|
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 Stephen P. Bramlage, Jr., Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
|
|
Certification of Eric Foss, Chief Executive Officer, and Stephen P. Bramlage, Jr., 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
|
Performance
Restricted Stock
|
Vesting
Date
|
100%
|
[]
1
|
Target Number of Shares of Performance Restricted Stock:
[]
|
Participant Account Number:
[]
|
Maximum Number of Shares of Performance Restricted Stock:
[]
|
|
Date of Grant:
[]
|
Grant Number: []
|
1.
|
Grant of Performance Restricted Stock
. The Company hereby grants a number of shares of Performance Restricted Stock equal to the “
Maximum Number of Shares of Performance Restricted Stock
” 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 share of Performance Restricted Stock (a “
Share of Performance Restricted Stock
”) represents a share of Common Stock of the Company (each a “
Share
”), which are initially unvested and subject to forfeiture under 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.
|
Vesting and Forfeiture of Shares
.
|
(a)
|
The Company shall, subject to the remainder of this Award, vest the Participant in (and cause the forfeiture restrictions to lapse on) the Earned Shares of Performance Restricted Stock under this Award on 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 vesting 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 Shares of Performance Restricted Stock shall remain outstanding and unvested through the Determination Date, and the Specified Portion (as defined below)
of the Earned Shares of Performance Restricted Stock (if any) scheduled to vest on the Determination Date shall become vested Shares as of
|
(ii)
|
upon a Termination of Relationship for any reason other than as set forth in clause (i) above, all outstanding Shares of Performance Restricted Stock 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 the Earned Shares of Performance Restricted Stock (if any) shall remain outstanding and shall become vested Shares 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 Shares of Performance Restricted Stock:
|
(d)
|
Upon the vesting event of any Shares of Performance Restricted Stock or Earned Shares of Performance Restricted Stock, in each case in accordance with Sections 3(a), 3(b) or 3(c) of this Award, as applicable, the forfeiture restrictions on such Shares shall be extinguished on the relevant vesting dates.
|
4.
|
Dividends
. If on any date while Shares of Performance Restricted Stock are outstanding hereunder, the Company shall pay any dividend on the Shares (whether payable in cash or in-kind), then such dividends in respect of such unvested Shares of Performance Restricted Stock will be withheld by the Company and distributed to the Participant (without interest) if and when the underlying Shares of Performance Restricted Stock become vested in accordance with the terms of this Award. If the underlying unvested Shares of Performance Restricted Stock are forfeited for any reason, then the Participant shall have no right to any dividends withheld by the Company in respect of such forfeited Shares of Performance Restricted Stock.
|
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 dividends paid pursuant to Section 4 hereof).
|
6.
|
Restriction on Transfer
. The Shares of Performance Restricted Stock may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant (prior to the vesting thereof), 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 Shares of Performance Restricted Stock shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Shares of Performance Restricted Stock 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 Performance Restricted Stock 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.
|
Rights of a Stockholder
. The Participant shall have the rights as a stockholder of the Company with respect to the Shares of Performance Restricted Stock, subject to the terms and conditions of this Agreement and the Plan (including, without limitation, the provisions related to the dividends under Section 4 hereof and the legend requirements described under Section 9(e) of the Plan). The Shares of Performance Restricted Stock shall be registered in the Company’s register of stockholders on the Date of Grant.
|
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, vesting 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, vesting or transfer of any remaining Shares due to be issued, vested or transferred to the Participant under this Award, the payment of any applicable withholding taxes with respect to any such issuance, vesting or transfer shall be made through the withholding of Shares from such issuance, vesting 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 15(v) of the Plan are hereby incorporated by reference and made a part hereof.
|
13.
|
Performance Restricted Stock Subject to Plan
. All Shares of Performance Restricted Stock 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
|
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 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:
|
(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.
|
TSR Based Options
|
Vesting Date
|
100%
|
September 28, 2018
1
|
|
|
|
|
|
|
Exercise Price:
[]
|
Number of Shares:
[]
|
Date of Grant:
[]
|
Participant’s Account Number:
[]
|
Grant Number:
[]
|
Expiration Date:
[]
|
(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.
|
TSR Based Restricted Stock Units
|
Vesting
Date
|
100%
|
September 28, 2018
1
|
|
|
|
|
|
|
Number of RSUs:
[]
|
Participant Account Number:
[]
|
Date of Grant:
[]
|
Grant Number:
[]
|
|
|
1.
|
Grant of RSUs
. The Company hereby grants the number of Restricted Stock Units (“
RSUs
”) set forth on the Certificate of Grant of the Restricted Stock Units attached to this Award and made a part hereof (the “
Certificate of Grant
”) to the Participant, on the terms and conditions hereinafter set forth. 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 RSU represents the unfunded, unsecured right of the Participant to receive a share of Common Stock, (as specified below) of the Company (each a “
Share
”), on the dates specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan and the Certificate of Grant.
|
2.
|
Performance Condition and Service Vesting Conditions
.
|
(a)
|
Subject to the remainder of the terms and conditions of this Award, so long as the Participant continues Employment through the Vesting Date the Participant shall earn, and become vested (if at all) in the number of RSUs granted to the Participant under the Certificate of Grant subject to the satisfaction of the Relative TSR Condition, as set forth on
Schedule I
, on the later of (x) date such achievement is certified by the Committee (the “
Determination Date
”) and (y) the Vesting Date.
|
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 of vested RSUs (if any) 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 RSUs shall remain outstanding and unvested through the Determination Date, and the Specified Portion (as defined below) of the RSUs scheduled to vest on the Determination Date shall become vested RSUs as of the Determination Date subject to the satisfaction of the Relative TSR Condition set forth on
Schedule I
, and Shares equal to such number of vested RSUs shall be transferred on or as soon as practicable following the Determination Date, and the remaining RSUs 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” (as defined in
Schedule I
), (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
|
(c)
|
Also notwithstanding Section 3(a) or (b) of this Award, in the event of (i) the occurrence of a Change of Control and (ii) thereafter, 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 that occurs prior to the second anniversary of the date of such Change of Control and prior to the Vesting Date, then, subject to the satisfaction of the Relative TSR Condition set forth on
Schedule I
, all then outstanding RSUs shall become vested and the number of Shares equal to all such outstanding RSUs hereunder shall be distributed to the Participant, in each case, as soon as practicable following the date of such Termination of Relationship;
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 the Change of Control. Any remaining RSUs that do not become vested in accordance with the preceding sentence shall be forfeited and immediately cancelled.
|
(d)
|
Upon the vesting of the RSUs 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 RSUs 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
. If on any date while RSUs are outstanding hereunder, the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of RSUs granted to the Participant shall, as of such dividend payment date, be increased by a number of RSUs equal to: (a) the product of (x) the number of RSUs 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. In the case of any dividend declared on Shares that is payable in the form of Shares, the number of RSUs granted to the Participant shall be increased by a number equal to the product of (I) the aggregate number of RSUs that have been held by the Participant through 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 RSUs granted pursuant to this Section 4 at the same time as Shares are transferred with respect to the RSUs to which such additional RSUs were attributable.
|
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.
|
6.
|
Restriction on Transfer
. The RSUs 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 RSUs shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the RSUs 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 RSU 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 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.
|
RSUs Subject to Plan
. All RSUs 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 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:
|
(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.
|
Performance
Restricted Stock
|
Vesting
Date
|
100%
|
September 28, 2018
1
|
Target Number of Shares of Performance Restricted Stock:
[]
|
Participant Account Number:
[]
|
Maximum Number of Shares of Performance Restricted Stock:
[]
|
|
Date of Grant:
[]
|
Grant Number: []
|
1.
|
Grant of Performance Restricted Stock
. The Company hereby grants a number of shares of Performance Restricted Stock equal to the “
Maximum Number of Shares of Performance Restricted Stock
” 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 share of Performance Restricted Stock (a “Share of
Performance Restricted Stock
”) represents a share of Common Stock of the Company (each a “
Share
”), which are initially unvested and subject to forfeiture under 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.
|
Vesting and Forfeiture of Shares
.
|
(a)
|
The Company shall, subject to the remainder of this Award, vest the Participant in (and cause the forfeiture restrictions to lapse on) the Earned Shares of Performance Restricted Stock under this Award on 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 vesting 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 Shares of Performance Restricted Stock shall remain outstanding and unvested through the Determination Date, and the Specified Portion (as defined below)
of the Earned Shares of Performance Restricted Stock (if any) scheduled to vest on the Determination Date shall become vested Shares as of the Determination Date; and the remaining Shares of Performance Restricted Stock
|
(ii)
|
upon a Termination of Relationship for any reason other than as set forth in clause (i) above, all outstanding Shares of Performance Restricted Stock 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 the Earned Shares of Performance Restricted Stock (if any) shall remain outstanding and shall become vested Shares 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 Shares of Performance Restricted Stock:
|
(d)
|
Upon the vesting event of any Shares of Performance Restricted Stock or Earned Shares of Performance Restricted Stock, in each case in accordance with Sections 3(a), 3(b) or 3(c) of this Award, as applicable, the forfeiture restrictions on such Shares shall be extinguished on the relevant vesting dates.
|
4.
|
Dividends
. If on any date while Shares of Performance Restricted Stock are outstanding hereunder, the Company shall pay any dividend on the Shares (whether payable in cash or in-kind), then such dividends in respect of such unvested Shares of Performance Restricted Stock will be withheld by the Company and distributed to the Participant (without interest) if and when the underlying Shares of Performance Restricted Stock become vested in accordance with the terms of this Award. If the underlying unvested Shares of Performance Restricted Stock are forfeited for any reason, then the Participant shall have no right to any dividends withheld by the Company in respect of such forfeited Shares of Performance Restricted Stock.
|
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 dividends paid pursuant to Section 4 hereof).
|
6.
|
Restriction on Transfer
. The Shares of Performance Restricted Stock may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant (prior to the vesting thereof), 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 Shares of Performance Restricted Stock shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Shares of Performance Restricted Stock 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 Performance Restricted Stock 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.
|
Rights of a Stockholder
. The Participant shall have the rights as a stockholder of the Company with respect to the Shares of Performance Restricted Stock, subject to the terms and conditions of this Agreement and the Plan (including, without limitation, the provisions related to the dividends under Section 4 hereof and the legend requirements described under Section 9(e) of the Plan). The Shares of Performance Restricted Stock shall be registered in the Company’s register of stockholders on the Date of Grant.
|
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, vesting 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, vesting or transfer of any remaining Shares due to be issued, vested or transferred to the Participant under this Award, the payment of any applicable withholding taxes with respect to any such issuance, vesting or transfer shall be made through the withholding of Shares from such issuance, vesting 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 15(v) of the Plan are hereby incorporated by reference and made a part hereof.
|
13.
|
Performance Restricted Stock Subject to Plan
. All Shares of Performance Restricted Stock 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
|
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 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:
|
(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.
|
16.
|
MISCELLANEOUS
|
|
|
Fiscal Year
Ended
October 2, 2015
|
|
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 |
|
||||||||||
Income from continuing operations before income taxes
|
|
$
|
341,996
|
|
|
$
|
229,677
|
|
|
$
|
90,629
|
|
|
$
|
124,968
|
|
|
$
|
95,969
|
|
|
Fixed charges, excluding capitalized interest
|
|
351,474
|
|
|
402,396
|
|
|
491,025
|
|
|
522,431
|
|
|
526,033
|
|
|
|||||
Undistributed earnings of less than 50% owned affiliates
|
|
(14,716
|
)
|
|
(14,968
|
)
|
|
(17,056
|
)
|
|
(21,423
|
)
|
|
(24,523
|
)
|
|
|||||
Earnings, as adjusted
|
|
$
|
678,754
|
|
|
$
|
617,105
|
|
|
$
|
564,598
|
|
|
$
|
625,976
|
|
|
$
|
597,479
|
|
|
Interest expense
|
|
$
|
290,151
|
|
|
$
|
339,224
|
|
|
$
|
430,275
|
|
|
$
|
462,284
|
|
|
$
|
469,773
|
|
|
Portion of operating lease rentals representative of interest factor
|
|
60,600
|
|
|
62,667
|
|
|
59,767
|
|
|
59,133
|
|
|
56,033
|
|
|
|||||
Fixed charges
|
|
$
|
350,751
|
|
|
$
|
401,891
|
|
|
$
|
490,042
|
|
|
$
|
521,417
|
|
|
$
|
525,806
|
|
|
Ratio of earnings to fixed charges
|
|
1.9
|
|
x
|
1.5
|
|
x
|
1.2
|
|
x
|
1.2
|
|
x
|
1.1
|
|
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
|
American Snack & Beverage, LLC
|
|
Florida
|
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 Entertainment, LLC
|
|
Delaware
|
Aramark Executive Management Services USA, Inc.
|
|
Delaware
|
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 of Texas, LLC
|
|
Texas
|
Aramark Food Service, LLC
|
|
Delaware
|
Aramark FSM, LLC
|
|
Delaware
|
Aramark Healthcare Support Services of the Virgin Islands, Inc.
|
|
Delaware
|
Aramark Healthcare Support Services, LLC
|
|
Delaware
|
Aramark Healthcare Technologies, LLC
|
|
Delaware
|
Aramark Industrial Services, LLC
|
|
Delaware
|
Aramark Intermediate HoldCo Corporation
|
|
Delaware
|
Aramark Japan, Inc.
|
|
Delaware
|
Aramark Lakewood Associates
|
|
Georgia
|
Aramark Management Services Limited Partnership
|
|
Delaware
|
Aramark Management, LLC
|
|
Delaware
|
Aramark Organizational Services, Inc.
|
|
Delaware
|
Aramark Processing, 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 OH, Inc.
|
|
Ohio
|
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 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-FINCO of Texas, LLC
|
|
Texas
|
Aramark-Gourmet DPS, LLC
|
|
Michigan
|
Aramark-KWAME of St. Louis, LLC
|
|
Delaware
|
Aramark-SFS Healthcare J.V., L.L.C.
|
|
Delaware
|
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/Martin's Stadium Concession Services OPACY Joint Venture
|
|
Maryland
|
Aramark/QHC, LLC
|
|
Delaware
|
Aramark/SFS Joint Venture
|
|
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
|
Glacier Bay National Park and Preserve Concessions, LLC
|
|
Alaska
|
Gourmet Aramark Services, LLC
|
|
Delaware
|
Harrison Conference Associates, LLC
|
|
Delaware
|
Harrison Conference Services of North Carolina, LLC
|
|
North Carolina
|
Harry M. Stevens, LLC
|
|
Delaware
|
Harry M. Stevens, Inc. of New Jersey
|
|
New Jersey
|
Harry M. Stevens, Inc. of Penn.
|
|
Pennsylvania
|
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
|
Olympic Peninsula Hospitality, LLC
|
|
Delaware
|
Overall Laundry Services, Inc.
|
|
Washington
|
Paradise Hornblower, LLC
|
|
California
|
Philadelphia Ballpark Concessions Joint Venture
|
|
Pennsylvania
|
ReMedPar, Inc.
|
|
Delaware
|
Restaura, Inc.
|
|
Michigan
|
Rushmore Hospitality, LLC
|
|
Delaware
|
South Rim Hospitality, LLC
|
|
Delaware
|
Sun Office Service, Inc.
|
|
Texas
|
Tarrant County Concessions, LLC
|
|
Texas
|
The Aramark Foundation
|
|
Pennsylvania
|
Travel Systems, LLC
|
|
Nevada
|
Yosemite Hospitality, LLC
|
|
Delaware
|
|
|
|
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
|
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 Co. Ltd.
|
|
Korea
|
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 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 Limitada
|
|
Chile
|
Inversiones en Aseo y Mantenimiento S.A
|
|
Chile
|
Inversiones Palm Limitada
|
|
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
|
November 30, 2015
|
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.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
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
|
d.
|
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
|
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
|
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.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
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
|
d.
|
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
|
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
|
|
/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
|
|
Thousands of Yen
|
|
Thousands of
U.S. Dollars
(Note 1)
|
||||||||
|
2015
|
|
2014
|
|
2015
|
||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
||||||
Payables:
|
|
|
|
|
|
||||||
Trade notes
|
¥
|
133,014
|
|
|
¥
|
162,880
|
|
|
$
|
1,108
|
|
Trade accounts (Note 12)
|
8,636,391
|
|
|
8,426,198
|
|
|
71,970
|
|
|||
Other
|
168,464
|
|
|
167,014
|
|
|
1,404
|
|
|||
Income tax payable
|
624,577
|
|
|
1,603,427
|
|
|
5,205
|
|
|||
Consumption tax payable
|
3,135,610
|
|
|
783,006
|
|
|
26,130
|
|
|||
Accrued bonuses to employees
|
3,502,444
|
|
|
3,926,631
|
|
|
29,187
|
|
|||
Accrued bonuses to directors and corporate auditors
|
23,250
|
|
|
29,250
|
|
|
194
|
|
|||
Other accrued expenses
|
7,423,833
|
|
|
6,777,089
|
|
|
61,865
|
|
|||
Other current liabilities (Notes 2.m and 8)
|
1,682,736
|
|
|
1,144,098
|
|
|
14,023
|
|
|||
Total current liabilities
|
25,330,319
|
|
|
23,019,593
|
|
|
211,086
|
|
|||
|
|
|
|
|
|
||||||
LONG‑TERM LIABILITIES:
|
|
|
|
|
|
||||||
Liability for retirement benefits (Notes 2.l and 5)
|
1,238,771
|
|
|
1,784,428
|
|
|
10,323
|
|
|||
Retirement benefits for directors and corporate auditors (Note 2.l)
|
64,788
|
|
|
61,358
|
|
|
540
|
|
|||
Long-term lease obligations (Notes 2.m and 8)
|
605,297
|
|
|
699,597
|
|
|
5,044
|
|
|||
Other long-term liabilities (Notes 2.n and 9)
|
268,603
|
|
|
272,450
|
|
|
2,238
|
|
|||
Total long-term liabilities
|
2,177,459
|
|
|
2,817,833
|
|
|
18,145
|
|
|||
CONTINGENT LIABILITIES (Note 13)
|
|
|
|
|
|
||||||
EQUITY (Notes 6 and 14)
|
|
|
|
|
|
||||||
Common stock—authorized, 7,000,000 shares; issued, 556 shares in 2015 and 2014; and class shares subject to call option-authorized, 14,000,000 shares; issued, 11,507,826 shares in 2015 and 2014
|
1,909,797
|
|
|
1,909,797
|
|
|
15,915
|
|
|||
Class A shares—authorized, 7,000,000 shares;
issued, no shares in 2015 and 2014
|
—
|
|
|
—
|
|
|
—
|
|
|||
Additional paid-in capital
|
2,591,398
|
|
|
2,591,398
|
|
|
21,595
|
|
|||
Retained earnings (Note 2.q)
|
7,237,421
|
|
|
10,169,355
|
|
|
60,312
|
|
|||
Treasury stock—at cost:
|
|
|
|
|
|
||||||
Common stock—2 shares in 2015 and 2014; and class shares subject to call option—11,507,826 shares in 2015 and 2014
|
(680,820
|
)
|
|
(680,820
|
)
|
|
(5,674
|
)
|
|||
Accumulated other comprehensive income
|
|
|
|
|
|
||||||
Unrealized gain on available-for-sale securities
|
285,667
|
|
|
118,295
|
|
|
2,381
|
|
|||
Remeasurements of defined benefit plans (Note 2.l)
|
(14,758
|
)
|
|
(508,744
|
)
|
|
(124
|
)
|
|||
Total equity
|
11,328,705
|
|
|
13,599,281
|
|
|
94,405
|
|
|||
TOTAL
|
¥
|
38,836,483
|
|
|
¥
|
39,436,707
|
|
|
$
|
323,636
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
(Note 1)
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
||||||||
NET SALES (Note 2.s)
|
¥
|
159,889,685
|
|
|
¥
|
156,001,090
|
|
|
¥
|
151,125,577
|
|
|
$
|
1,332,414
|
|
COST OF SALES (Notes 8 and 12)
|
142,363,720
|
|
|
138,273,766
|
|
|
133,416,552
|
|
|
1,186,364
|
|
||||
Gross profit
|
17,525,965
|
|
|
17,727,324
|
|
|
17,709,025
|
|
|
146,050
|
|
||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (Notes 2.j, 8 and 12)
|
12,643,991
|
|
|
12,389,362
|
|
|
12,252,188
|
|
|
105,367
|
|
||||
Operating income
|
4,881,974
|
|
|
5,337,962
|
|
|
5,456,837
|
|
|
40,683
|
|
||||
OTHER INCOME (EXPENSES):
|
|
|
|
|
|
|
|
||||||||
Interest and dividend income
|
30,531
|
|
|
19,862
|
|
|
21,252
|
|
|
254
|
|
||||
Interest expense
|
(22,076
|
)
|
|
(23,523
|
)
|
|
(24,168
|
)
|
|
(184
|
)
|
||||
Loss on impairment of long-lived assets (Note 2.h)
|
(6,138
|
)
|
|
(79,184
|
)
|
|
(2,749
|
)
|
|
(51
|
)
|
||||
Gain on insurance claim (Note 2.k)
|
—
|
|
|
124,029
|
|
|
—
|
|
|
|
|||||
Compensation for loss due to disaster (Note 2.t)
|
—
|
|
|
41,542
|
|
|
—
|
|
|
|
|||||
Equity in earnings of associated company (Note 2.e)
|
126,144
|
|
|
109,690
|
|
|
97,328
|
|
|
1,051
|
|
||||
Other-net
|
61,711
|
|
|
36,626
|
|
|
22,990
|
|
|
515
|
|
||||
Other income-net
|
190,172
|
|
|
229,042
|
|
|
114,653
|
|
|
1,585
|
|
||||
INCOME BEFORE INCOME TAXES
|
5,072,146
|
|
|
5,567,004
|
|
|
5,571,490
|
|
|
42,268
|
|
||||
INCOME TAXES (Notes 2.p and 7):
|
|
|
|
|
|
|
|
||||||||
Current
|
1,933,713
|
|
|
2,793,881
|
|
|
2,714,671
|
|
|
16,114
|
|
||||
Deferred
|
495,067
|
|
|
(13,975
|
)
|
|
(36,737
|
)
|
|
4,126
|
|
||||
Total income taxes
|
2,428,780
|
|
|
2,779,906
|
|
|
2,677,934
|
|
|
20,240
|
|
||||
NET INCOME
|
¥
|
2,643,366
|
|
|
¥
|
2,787,098
|
|
|
¥
|
2,893,556
|
|
|
$
|
22,028
|
|
|
Yen
|
|
U.S. Dollars
(Note 1)
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
||||||||
PER SHARE OF COMMON STOCK (Note 2.r):
|
|
|
|
|
|
|
|
||||||||
Net income
|
¥
|
4,771,418.23
|
|
|
¥
|
5,030,864.47
|
|
|
¥
|
5,223,024.82
|
|
|
$
|
39,761.82
|
|
Cash dividends applicable to the year
|
9,605,000
|
|
|
2,515,000
|
|
|
9,831,000
|
|
|
80,042
|
|
|
Thousands of Yen
|
|
Thousands of
U.S. Dollars
(Note 1)
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
||||||||
NET INCOME
|
¥
|
2,643,366
|
|
|
¥
|
2,787,098
|
|
|
¥
|
2,893,556
|
|
|
$
|
22,028
|
|
OTHER COMPREHENSIVE INCOME:
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gain on available-for-sale securities (net of tax)
|
167,372
|
|
|
52,234
|
|
|
68,864
|
|
|
1,395
|
|
||||
Remeasurements of defined benefit plans
(net of tax) (Note 2.l)
|
493,986
|
|
|
(508,744
|
)
|
|
—
|
|
|
4,116
|
|
||||
Total other comprehensive income (loss)
|
661,358
|
|
|
(456,510
|
)
|
|
68,864
|
|
|
5,511
|
|
||||
COMPREHENSIVE INCOME
|
¥
|
3,304,724
|
|
|
¥
|
2,330,588
|
|
|
¥
|
2,962,420
|
|
|
$
|
27,539
|
|
|
|
|
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, 2014
|
|
|
$
|
15,915
|
|
|
$
|
21,595
|
|
|
$
|
84,745
|
|
|
$
|
(5,674
|
)
|
|
$
|
986
|
|
|
$
|
(4,240
|
)
|
|
$
|
113,327
|
|
Cumulative effects of accounting
|
|
|
|
|
|
|
(2,206
|
)
|
|
|
|
|
|
|
|
(2,206
|
)
|
||||||||||||
change (Note 2.1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
|
|
—
|
|
|
—
|
|
|
22,028
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,028
|
|
|||||||
Cash dividends, $79,883 per share
|
|
|
—
|
|
|
—
|
|
|
(44,255
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,255
|
)
|
|||||||
Net change in the year
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,395
|
|
|
4,116
|
|
|
5,511
|
|
|||||||
BALANCE, MARCH 31, 2015
|
|
|
$
|
15,915
|
|
|
$
|
21,595
|
|
|
$
|
60,312
|
|
|
$
|
(5,674
|
)
|
|
$
|
2,381
|
|
|
$
|
(124
|
)
|
|
$
|
94,405
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars (Note 1)
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
¥
|
5,072,146
|
|
|
¥
|
5,567,004
|
|
|
¥
|
5,571,490
|
|
|
$
|
42,268
|
|
Adjustments for:
|
|
|
|
|
|
|
|
||||||||
Income taxes-paid
|
(2,916,312
|
)
|
|
(2,460,167
|
)
|
|
(3,362,203
|
)
|
|
(24,303
|
)
|
||||
Depreciation and amortization
|
931,257
|
|
|
913,587
|
|
|
816,840
|
|
|
7,760
|
|
||||
Amortization of goodwill
|
317,938
|
|
|
317,938
|
|
|
317,938
|
|
|
2,649
|
|
||||
Reversal of allowance for doubtful receivables
|
(48,520
|
)
|
|
(16,873
|
)
|
|
(1,472
|
)
|
|
(404
|
)
|
||||
Equity in earnings of an associated company
|
(126,144
|
)
|
|
(109,690
|
)
|
|
(97,328
|
)
|
|
(1,051
|
)
|
||||
Loss (gain) on sales of property, plant and equipment
|
77
|
|
|
(200
|
)
|
|
5,280
|
|
|
1
|
|
||||
Loss on disposal of property, plant and equipment
|
5,832
|
|
|
20,204
|
|
|
5,763
|
|
|
49
|
|
||||
Loss on impairment of long‑lived assets
|
6,138
|
|
|
79,184
|
|
|
2,749
|
|
|
51
|
|
||||
Write-off of investment securities
|
|
|
104
|
|
|
|
|
|
|||||||
(Increase) decrease in receivables-trade accounts
|
(1,212,727
|
)
|
|
(134,642
|
)
|
|
326,483
|
|
|
(10,106
|
)
|
||||
Increase in inventories
|
(19,208
|
)
|
|
(144,458
|
)
|
|
(71,333
|
)
|
|
(106
|
)
|
||||
Increase (decrease) in trade payables
|
180,328
|
|
|
318,116
|
|
|
(394,907
|
)
|
|
1,503
|
|
||||
Increase (decrease) in consumption tax payable
|
2,376,129
|
|
|
(208,131
|
)
|
|
24,585
|
|
|
19,801
|
|
||||
Decrease (increase) in current assets
|
1,560
|
|
|
(355,671
|
)
|
|
(33,864
|
)
|
|
13
|
|
||||
Increase (decrease) in other current liabilities
|
1,120,330
|
|
|
(695,581
|
)
|
|
433,510
|
|
|
9,336
|
|
||||
(Decrease) increase in accrued bonus to employees
|
(424,187
|
)
|
|
339,082
|
|
|
128,757
|
|
|
(3,535
|
)
|
||||
Decrease in accrued employees’ retirement benefits
|
(214,917
|
)
|
|
(113,910
|
)
|
|
(108,814
|
)
|
|
(1,791
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Decrease (increase) in accrued retirement benefits for director and corporate auditors
|
3,430
|
|
|
(2,238
|
)
|
|
7,530
|
|
|
29
|
|
||||
Decrease in prepaid pension costs
|
90,504
|
|
|
49,545
|
|
|
133,121
|
|
|
754
|
|
||||
Other-net
|
26,390
|
|
|
21,485
|
|
|
32,361
|
|
|
220
|
|
||||
Total adjustments
|
97,898
|
|
|
(2,182,316
|
)
|
|
(1,835,004
|
)
|
|
816
|
|
||||
Net cash provided by operating activities—(Forward)
|
¥
|
5,170,044
|
|
|
¥
|
3,384,688
|
|
|
¥
|
3,736,486
|
|
|
$
|
43,084
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars (Note 1)
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
||||||||
Net cash provided by operating activities—(Forward)
|
¥
|
5,170,044
|
|
|
¥
|
3,384,688
|
|
|
¥
|
3,736,486
|
|
|
$
|
43,084
|
|
|
|
|
|
|
|
|
|
||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Payments into time deposit
|
(100,000
|
)
|
|
(100,000
|
)
|
|
—
|
|
|
(833
|
)
|
||||
Redemption of time deposits
|
100,000
|
|
|
—
|
|
|
—
|
|
|
833
|
|
||||
Redemption of marketable securities
|
—
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
||||
Purchases of property, plant and equipment
|
(199,149
|
)
|
|
(269,458
|
)
|
|
(355,616
|
)
|
|
(1,660
|
)
|
||||
Proceeds from sales of property, plant and equipment
|
1,416
|
|
|
5,580
|
|
|
1,431
|
|
|
12
|
|
||||
Purchases of software
|
(301,515
|
)
|
|
(139,043
|
)
|
|
(327,493
|
)
|
|
(2,513
|
)
|
||||
Purchases of other intangible assets
|
—
|
|
|
(1,936
|
)
|
|
(3,022
|
)
|
|
—
|
|
||||
Proceeds from sales of intangible assets
|
—
|
|
|
496
|
|
|
—
|
|
|
—
|
|
||||
Purchases of investment securities
|
(9,442
|
)
|
|
(9,536
|
)
|
|
(10,804
|
)
|
|
(79
|
)
|
||||
Proceeds from sales of investment securities
|
1,884
|
|
|
4,594
|
|
|
57,861
|
|
|
16
|
|
||||
Change in deposit to a subsidiary of a shareholder
|
746,175
|
|
|
(1,752,376
|
)
|
|
2,497,890
|
|
|
6,218
|
|
||||
Proceeds from collections of loans
|
4,369
|
|
|
2,808
|
|
|
3,486
|
|
|
36
|
|
||||
Other
|
(91,202
|
)
|
|
(4,315
|
)
|
|
(48,320
|
)
|
|
(760
|
)
|
||||
Net cash provided by (used in) investing activities
|
152,536
|
|
|
(2,263,186
|
)
|
|
1,915,413
|
|
|
1,270
|
|
||||
|
|
|
|
|
|
|
|
||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Increase in short‑term bank loans
|
15,000,000
|
|
|
11,950,000
|
|
|
13,500,000
|
|
|
112,500
|
|
||||
Decrease in short‑term bank loans
|
(15,000,000
|
)
|
|
(11,950,000
|
)
|
|
(13,500,000
|
)
|
|
(112,500
|
)
|
||||
Repayments of capital lease obligation
|
(403,210
|
)
|
|
(356,620
|
)
|
|
(301,269
|
)
|
|
(3,360
|
)
|
||||
Dividends paid
|
(5,310,644
|
)
|
|
(1,383,891
|
)
|
|
(5,466,872
|
)
|
|
(44,255
|
)
|
||||
Net cash used in financing activities
|
(5,713,854
|
)
|
|
(1,740,511
|
)
|
|
(5,768,141
|
)
|
|
(47,615
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
(391,274
|
)
|
|
(619,009
|
)
|
|
(116,242
|
)
|
|
(3,261
|
)
|
||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
7,090,200
|
|
|
7,709,209
|
|
|
7,825,451
|
|
|
59,085
|
|
||||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
¥
|
6,698,926
|
|
|
¥
|
7,090,200
|
|
|
¥
|
7,709,209
|
|
|
$
|
55,824
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars (Note 1)
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
||||||||
Interest and dividend receipts
|
¥
|
54,217
|
|
|
¥
|
39,136
|
|
|
¥
|
43,608
|
|
|
$
|
452
|
|
Interest payments
|
¥
|
22,076
|
|
|
¥
|
23,523
|
|
|
¥
|
24,168
|
|
|
$
|
184
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars (Note 1)
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
||||||||
Acquisition of lease assets and obligations under finance leases
|
¥
|
291,563
|
|
|
¥
|
346,531
|
|
|
¥
|
541,644
|
|
|
$
|
2,430
|
|
a.
|
C
onsolidation—
The consolidated financial statements as of March 31, 2015 include the accounts of the Company and all 11 subsidiaries (together, the “Group”). Under the control concept, 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,
|
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 measures and accounts for the liability for retirement benefits using actuarial computations 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 discloses 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
|
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 have 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 the nuclear accident at TEPCO's facility.
|
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
|
||||||||||||||
March 31, 2015
|
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Available‑for‑sale marketable equity securities
|
¥
|
263,375
|
|
|
¥
|
498,384
|
|
|
¥
|
776
|
|
|
¥
|
760,983
|
|
March 31, 2014
|
|
|
|
|
|
|
|
||||||||
Available‑for‑sale marketable equity securities
|
¥
|
253,959
|
|
|
¥
|
268,578
|
|
|
¥
|
4,429
|
|
|
¥
|
518,106
|
|
|
Thousands of U.S. Dollars
|
||||||||||||||
March 31, 2015
|
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Available‑for‑sale marketable equity securities
|
$
|
2,195
|
|
|
$
|
4,153
|
|
|
$
|
6
|
|
|
$
|
6,342
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||
2015
|
|
2014
|
|
2015
|
||||||
¥
|
320,686
|
|
|
¥
|
323,645
|
|
|
$
|
2,672
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||
|
2015
|
|
2014
|
|
2015
|
||||||
Merchandise
|
¥
|
519,793
|
|
|
¥
|
511,842
|
|
|
$
|
4,332
|
|
Raw materials
|
1,143,814
|
|
|
1,140,494
|
|
|
9,532
|
|
|||
Supplies
|
262,860
|
|
|
254,923
|
|
|
2,190
|
|
|||
Total
|
¥
|
1,926,467
|
|
|
¥
|
1,907,259
|
|
|
$
|
16,054
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||
|
2015
|
|
2014
|
|
2015
|
||||||
Projected benefit obligation
|
¥
|
10,505,162
|
|
|
¥
|
9,722,444
|
|
|
$
|
87,543
|
|
Fair value of plan assets
|
(9,266,391
|
)
|
|
(8,028,910
|
)
|
|
(77,220
|
)
|
|||
Net amount on the consolidated balance sheets
|
1,238,771
|
|
|
1,693,534
|
|
|
10,323
|
|
|||
Prepaid pension costs (included in other assets)
|
—
|
|
|
(90,894
|
)
|
|
—
|
|
|||
Employees’ retirement benefits
|
¥
|
1,238,771
|
|
|
¥
|
1,784,428
|
|
|
$
|
10,323
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
||||||||
Service cost
|
¥
|
631,832
|
|
|
¥
|
604,045
|
|
|
¥
|
590,253
|
|
|
$
|
5,265
|
|
Interest cost
|
103,721
|
|
|
92,957
|
|
|
90,884
|
|
|
864
|
|
||||
Expected return on plan assets
|
(160,578
|
)
|
|
(143,967
|
)
|
|
(124,615
|
)
|
|
(1,338
|
)
|
||||
Recognized actuarial loss
|
34,823
|
|
|
167,463
|
|
|
264,415
|
|
|
291
|
|
||||
Net periodic benefit costs
|
¥
|
609,798
|
|
|
¥
|
720,498
|
|
|
¥
|
820,937
|
|
|
$
|
5,082
|
|
|
2015
|
|
2014
|
|
2013
|
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
|
||||||||
|
2015
|
|
2014
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||||||
Accrued bonuses to employees
|
¥
|
1,181,173
|
|
|
¥
|
1,404,943
|
|
|
$
|
9,843
|
|
Accrued enterprise taxes
|
57,225
|
|
|
111,312
|
|
|
477
|
|
|||
Accrued social insurance contributions by employer
|
211,699
|
|
|
248,779
|
|
|
1,764
|
|
|||
Accrued business office taxes
|
17,944
|
|
|
15,881
|
|
|
150
|
|
|||
Accrued rent
|
19,918
|
|
|
26,336
|
|
|
166
|
|
|||
Tax loss carry forward
|
8,614
|
|
|
17,345
|
|
|
72
|
|
|||
Other
|
45,495
|
|
|
42,612
|
|
|
379
|
|
|||
Total
|
1,542,068
|
|
|
1,867,208
|
|
|
12,851
|
|
|||
Net deferred tax assets
|
¥
|
1,542,068
|
|
|
¥
|
1,867,208
|
|
|
$
|
12,851
|
|
Non‑current:
|
|
|
|
|
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||||||
Employees’ retirement benefits
|
¥
|
420,498
|
|
|
¥
|
628,643
|
|
|
$
|
3,504
|
|
Retirement benefits for directors and corporate auditors
|
20,551
|
|
|
21,682
|
|
|
171
|
|
|||
Impairment loss on investment securities
|
27,150
|
|
|
39,462
|
|
|
226
|
|
|||
Impairment loss on golf membership
|
6,537
|
|
|
11,110
|
|
|
54
|
|
|||
Impairment loss on long‑lived assets
|
78,191
|
|
|
87,940
|
|
|
652
|
|
|||
Allowance for doubtful accounts
|
2,586
|
|
|
20,061
|
|
|
22
|
|
|||
Asset retirement obligations
|
30,540
|
|
|
29,096
|
|
|
255
|
|
|||
Tax loss carry forward
|
12,007
|
|
|
10,706
|
|
|
100
|
|
|||
Other
|
6,448
|
|
|
31,781
|
|
|
54
|
|
|||
Less valuation allowance
|
(79,534
|
)
|
|
(95,902
|
)
|
|
(663
|
)
|
|||
Total
|
524,974
|
|
|
784,579
|
|
|
4,375
|
|
|||
Deferred tax liabilities-net unrealized gain on available‑for‑sale securities
|
159,065
|
|
|
92,725
|
|
|
1,326
|
|
|||
Total
|
159,065
|
|
|
92,725
|
|
|
1,326
|
|
|||
Net deferred tax assets
|
¥
|
365,909
|
|
|
¥
|
691,854
|
|
|
$
|
3,049
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Normal statutory tax rate
|
35
|
%
|
|
38
|
%
|
|
38
|
%
|
Expenses not deductible for income tax purposes
|
1
|
|
|
1
|
|
|
1
|
|
Non-deductible per capita levy of local taxes
|
6
|
|
|
6
|
|
|
6
|
|
Non-deductible amortization of goodwill
|
2
|
|
|
1
|
|
|
2
|
|
Effect of amendments to the Japanese tax regulations
|
4
|
|
|
2
|
|
|
—
|
|
Other-net
|
—
|
|
|
2
|
|
|
1
|
|
Actual effective tax rate
|
48
|
%
|
|
50
|
%
|
|
48
|
%
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||
|
2015
|
|
2014
|
|
2015
|
||||||
Asset retirement obligations at beginning of year
|
¥
|
157,549
|
|
|
¥
|
145,823
|
|
|
$
|
1,313
|
|
Additions to asset retirement obligations
|
6,314
|
|
|
9,366
|
|
|
53
|
|
|||
Accretion of discount
|
2,438
|
|
|
2,360
|
|
|
20
|
|
|||
Asset retirement obligations at end of year
|
¥
|
166,301
|
|
|
¥
|
157,549
|
|
|
$
|
1,386
|
|
a.
|
Sales and Operating Income
|
|
Thousands of Yen
|
||||||||||||||||||||||
|
2015
|
||||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
||||||||||||
Sales to customers
|
¥
|
152,828,499
|
|
|
¥
|
6,778,709
|
|
|
¥
|
282,477
|
|
|
¥
|
159,889,685
|
|
|
¥
|
—
|
|
|
¥
|
159,889,685
|
|
Intersegment sales
|
2,171,743
|
|
|
1,511,230
|
|
|
291,860
|
|
|
3,974,833
|
|
|
(3,974,833
|
)
|
|
—
|
|
||||||
Total sales
|
155,000,242
|
|
|
8,289,939
|
|
|
574,337
|
|
|
163,864,518
|
|
|
(3,974,833
|
)
|
|
159,889,685
|
|
||||||
Operating expenses
|
145,574,067
|
|
|
8,164,242
|
|
|
549,895
|
|
|
154,288,204
|
|
|
719,507
|
|
|
155,007,711
|
|
||||||
Operating income
|
¥
|
9,426,175
|
|
|
¥
|
125,697
|
|
|
¥
|
24,442
|
|
|
¥
|
9,576,314
|
|
|
¥
|
(4,694,340
|
)
|
|
¥
|
4,881,974
|
|
b.
|
Total Assets, Depreciation, Capital Expenditures and Information about Goodwill
|
|
Thousands of Yen
|
||||||||||||||||||||||
|
2015
|
||||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
||||||||||||
Total assets
|
¥
|
30,620,712
|
|
|
¥
|
2,699,450
|
|
|
¥
|
55,237
|
|
|
¥
|
33,375,399
|
|
|
¥
|
5,461,084
|
|
|
¥
|
38,836,483
|
|
Depreciation and other
|
380,702
|
|
|
301,104
|
|
|
182
|
|
|
681,988
|
|
|
249,269
|
|
|
931,257
|
|
||||||
Capital
expenditures (*)
|
290,675
|
|
|
331,150
|
|
|
—
|
|
|
621,825
|
|
|
328,075
|
|
|
949,900
|
|
||||||
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unamortized balance
|
417,787
|
|
|
198,570
|
|
|
—
|
|
|
616,357
|
|
|
—
|
|
|
616,357
|
|
||||||
Amortization
|
119,368
|
|
|
198,570
|
|
|
—
|
|
|
317,938
|
|
|
—
|
|
|
317,938
|
|
a.
|
Sales and Operating Income
|
|
Thousands of U.S. Dollars
|
||||||||||||||||||||||
|
2015
|
||||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
||||||||||||
Sales to customers
|
$
|
1,273,571
|
|
|
$
|
56,489
|
|
|
$
|
2,354
|
|
|
$
|
1,332,414
|
|
|
$
|
—
|
|
|
$
|
1,332,414
|
|
Intersegment sales
|
18,098
|
|
|
12,594
|
|
|
2,432
|
|
|
33,124
|
|
|
(33,124
|
)
|
|
—
|
|
||||||
Total sales
|
1,291,669
|
|
|
69,083
|
|
|
4,786
|
|
|
1,365,538
|
|
|
(33,124
|
)
|
|
1,332,414
|
|
||||||
Operating expenses
|
1,213,117
|
|
|
68,036
|
|
|
4,582
|
|
|
1,285,735
|
|
|
5,996
|
|
|
1,291,731
|
|
||||||
Operating income
|
$
|
78,552
|
|
|
$
|
1,047
|
|
|
$
|
204
|
|
|
$
|
79,803
|
|
|
$
|
(39,120
|
)
|
|
$
|
40,683
|
|
b.
|
Total Assets, Depreciation, Capital Expenditures and Information about Goodwill
|
|
Thousands of U.S. Dollars
|
||||||||||||||||||||||
|
2015
|
||||||||||||||||||||||
|
Food Business
|
|
Office Coffee and Tea Services
|
|
Other Services
|
|
Total
|
|
Eliminations/
Corporate
|
|
Consolidated
|
||||||||||||
Total assets
|
$
|
255,173
|
|
|
$
|
22,495
|
|
|
$
|
460
|
|
|
$
|
278,128
|
|
|
$
|
45,508
|
|
|
$
|
323,636
|
|
Depreciation and other
|
3,173
|
|
|
2,509
|
|
|
1
|
|
|
5,683
|
|
|
2,077
|
|
|
7,760
|
|
||||||
Capital
expenditures (*)
|
2,422
|
|
|
2,760
|
|
|
—
|
|
|
5,182
|
|
|
2,734
|
|
|
7,916
|
|
||||||
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unamortized balance
|
3,481
|
|
|
1,655
|
|
|
—
|
|
|
5,136
|
|
|
—
|
|
|
5,136
|
|
||||||
Amortization
|
994
|
|
|
1,655
|
|
|
—
|
|
|
2,649
|
|
|
—
|
|
|
2,649
|
|
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 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
|
|
|
Thousands of Yen
|
|
Thousands of
U.S. Dollars
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
||||||||
Tax accountant fee to corporate auditors
|
¥
|
2,514
|
|
|
¥
|
2,588
|
|
|
¥
|
2,357
|
|
|
$
|
21
|
|
Purchase transactions with subsidiaries of shareholders during the year
|
7,291,459
|
|
|
12,038,768
|
|
|
11,366,274
|
|
|
60,762
|
|
||||
Deposit made to a subsidiary of a shareholder during the year (*)
|
6,214,657
|
|
|
4,617,808
|
|
|
5,679,641
|
|
|
51,789
|
|
|
Thousands of Yen
|
|
Thousands of
U.S. Dollars
|
||||||||
|
2015
|
|
2014
|
|
2015
|
||||||
Deposits to subsidiaries of shareholders
|
¥
|
4,500,000
|
|
|
¥
|
5,250,000
|
|
|
$
|
37,500
|
|
Accounts payable to subsidiaries of shareholders
|
1,113,160
|
|
|
2,008,091
|
|
|
9,276
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||
|
2015
|
|
2014
|
|
2015
|
||||||
Equity in accordance with Japanese GAAP
|
¥
|
11,328,705
|
|
|
¥
|
13,599,281
|
|
|
$
|
94,405
|
|
Differences arising from different account for:
|
|
|
|
|
|
||||||
a. Goodwill, intangible assets and other business combination related adjustments
|
6,806,324
|
|
|
6,902,307
|
|
|
56,719
|
|
|||
b. Accrued vacation
|
(2,625,360
|
)
|
|
(2,482,973
|
)
|
|
(21,876
|
)
|
|||
c. Employee's retirement benefits
|
—
|
|
|
(720,006
|
)
|
|
—
|
|
|||
d. Capital leases
|
(3,425
|
)
|
|
(12,207
|
)
|
|
(29
|
)
|
|||
e. Tax effect of adjustments
|
(338,049
|
)
|
|
(175,267
|
)
|
|
(2,817
|
)
|
|||
Total
|
3,839,490
|
|
|
3,511,854
|
|
|
31,997
|
|
|||
Equity in accordance with U.S. GAAP
|
¥
|
15,168,195
|
|
|
¥
|
17,111,135
|
|
|
$
|
126,402
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
||||||||
Net income in accordance with Japanese GAAP
|
¥
|
2,643,366
|
|
|
¥
|
2,787,098
|
|
|
¥
|
2,893,556
|
|
|
$
|
22,028
|
|
Differences arising from different accounting for:
|
|
|
|
|
|
|
|
||||||||
a. Goodwill, intangible assets and other business combination related adjustments
|
(95,983
|
)
|
|
(95,983
|
)
|
|
(289,983
|
)
|
|
(800
|
)
|
||||
b. Accrued vacation
|
(142,380
|
)
|
|
(83,147
|
)
|
|
(88,027
|
)
|
|
(1,186
|
)
|
||||
c. Employees’ retirement benefits
|
25,340
|
|
|
144,681
|
|
|
99,262
|
|
|
211
|
|
||||
d. Capital leases
|
8,634
|
|
|
538
|
|
|
3,707
|
|
|
72
|
|
||||
e. Tax effect of adjustments
|
230,739
|
|
|
67,703
|
|
|
143,326
|
|
|
1,923
|
|
||||
Total
|
26,350
|
|
|
33,792
|
|
|
(131,715
|
)
|
|
220
|
|
||||
Net income in accordance with U.S. GAAP
|
¥
|
2,669,716
|
|
|
¥
|
2,820,890
|
|
|
¥
|
2,761,841
|
|
|
$
|
22,248
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||||||||||||||
|
2015
|
|
2015
|
||||||||||||||||||||
|
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
|
¥
|
—
|
|
|
¥
|
—
|
|
|
¥
|
2,669,716
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,248
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gain on available-for-sale securities
|
233,459
|
|
|
(66,087
|
)
|
|
167,372
|
|
|
1,945
|
|
|
(551
|
)
|
|
1,394
|
|
||||||
Total
|
233,459
|
|
|
(66,087
|
)
|
|
167,372
|
|
|
1,945
|
|
|
(551
|
)
|
|
1,394
|
|
||||||
Gain associated with employees’ retirement benefits
|
1,005,753
|
|
|
(487,372
|
)
|
|
518,381
|
|
|
8,382
|
|
|
(4,062
|
)
|
|
4,320
|
|
||||||
Reclassification adjustments for gain included in net income
|
18,942
|
|
|
(6,707
|
)
|
|
12,235
|
|
|
158
|
|
|
(56
|
)
|
|
102
|
|
||||||
Total
|
1,024,695
|
|
|
(494,079
|
)
|
|
530,616
|
|
|
8,540
|
|
|
(4,118
|
)
|
|
4,422
|
|
||||||
Other comprehensive income
|
1,258,154
|
|
|
(560,166
|
)
|
|
697,988
|
|
|
10,485
|
|
|
(4,669
|
)
|
|
5,816
|
|
||||||
Comprehensive income
|
|
|
|
|
¥
|
3,367,704
|
|
|
|
|
|
|
$
|
28,064
|
|
|
Thousands of Yen
|
||||||||||
|
2014
|
||||||||||
|
Gain (loss) before income tax expense
|
|
Income tax (expense) benefit
|
|
Gain (loss) after income tax expense
|
||||||
Net income
|
¥
|
—
|
|
|
¥
|
—
|
|
|
¥
|
2,820,890
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Unrealized gain on available-for-sale securities
|
80,586
|
|
|
(28,351
|
)
|
|
52,235
|
|
|||
Total
|
80,586
|
|
|
(28,351
|
)
|
|
52,235
|
|
|||
Loss associated with employees’ retirement benefits
|
(251,644
|
)
|
|
89,863
|
|
|
(161,781
|
)
|
|||
Reclassification adjustments for gain included in net income
|
6,420
|
|
|
(2,274
|
)
|
|
4,146
|
|
|||
Total
|
(245,224
|
)
|
|
87,589
|
|
|
(157,635
|
)
|
|||
Other comprehensive loss
|
(164,638
|
)
|
|
59,238
|
|
|
(105,400
|
)
|
|||
Comprehensive income
|
|
|
|
|
¥
|
2,715,490
|
|
|
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
|
|
Thousands of U.S. Dollars
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
||||||||
Equity at beginning of year
|
¥
|
17,111,135
|
|
|
¥
|
15,779,536
|
|
|
¥
|
17,953,299
|
|
|
$
|
142,593
|
|
Total comprehensive income (net of tax)
|
3,367,704
|
|
|
2,715,490
|
|
|
3,293,109
|
|
|
28,064
|
|
||||
Cash dividends
|
(5,310,644
|
)
|
|
(1,383,891
|
)
|
|
(5,466,872
|
)
|
|
(44,255
|
)
|
||||
Equity at end of year
|
¥
|
15,168,195
|
|
|
¥
|
17,111,135
|
|
|
¥
|
15,779,536
|
|
|
$
|
126,402
|
|
|
|
Thousands of Yen
|
||||||||||||||||||
|
|
2014
|
||||||||||||||||||
|
|
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
|
|
|
(5,638,587
|
)
|
|
537,153
|
|
|
1,875,532
|
|
|
1,338,379
|
|
|||||
Yamato
|
|
2,982,465
|
|
|
(2,585,323
|
)
|
|
397,142
|
|
|
1,918,419
|
|
|
1,521,277
|
|
|||||
Total
|
|
¥
|
9,641,140
|
|
|
¥
|
(8,706,845
|
)
|
|
¥
|
934,295
|
|
|
¥
|
4,125,969
|
|
|
¥
|
3,191,674
|
|
Year Ending March 31
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||
2016
|
|
¥
|
317,938
|
|
|
$
|
2,649
|
|
2017
|
|
119,368
|
|
|
995
|
|
||
2018
|
|
119,368
|
|
|
995
|
|
||
2019
|
|
59,683
|
|
|
497
|
|
Year Ending March 31
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||
2016
|
|
¥
|
413,921
|
|
|
$
|
3,449
|
|
2017
|
|
413,921
|
|
|
3,449
|
|
||
2018
|
|
413,921
|
|
|
3,449
|
|
||
2019
|
|
413,921
|
|
|
3,449
|
|
||
2020
|
|
413,921
|
|
|
3,449
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||
|
As of
March 31, 2015
|
|
As of
March 31, 2014
|
|
As of
March 31, 2015
|
||||||
Land
|
¥
|
(24,423
|
)
|
|
¥
|
(24,423
|
)
|
|
$
|
(204
|
)
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
||||||||||||||||||||||||||
|
As of
March 31,
2015
|
|
Year Ended March 31,
2015
|
|
As of
March 31,
2014
|
|
Year Ended March 31,
2014
|
|
As of
March 31,
2013
|
|
Year Ended March 31,
2013
|
|
As of
March 31,
2015
|
|
Year Ended March 31,
2015
|
||||||||||||||||||
Goodwill
|
¥
|
3,509,612
|
|
|
¥
|
317,938
|
|
|
¥
|
3,191,674
|
|
|
¥
|
317,938
|
|
|
¥
|
2,873,736
|
|
|
¥
|
123,938
|
|
|
$
|
29,247
|
|
|
$
|
2,649
|
|
||
Intangible assets
|
3,321,135
|
|
|
(413,921
|
)
|
|
3,735,056
|
|
|
(413,921
|
)
|
|
4,148,977
|
|
|
(413,921
|
)
|
|
27,676
|
|
|
(3,449
|
)
|
||||||||||
Land
|
(24,423
|
)
|
|
—
|
|
|
(24,423
|
)
|
|
—
|
|
|
(24,423
|
)
|
|
—
|
|
|
(204
|
)
|
|
—
|
|
||||||||||
Total
|
¥
|
6,806,324
|
|
|
¥
|
(95,983
|
)
|
|
¥
|
6,902,307
|
|
|
¥
|
(95,983
|
)
|
|
¥
|
6,998,290
|
|
|
¥
|
(289,983
|
)
|
|
$
|
56,719
|
|
|
$
|
(800
|
)
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||
|
2015
|
|
2014
|
|
2015
|
||||||
Projected benefit obligation
|
¥
|
(10,505,162
|
)
|
|
¥
|
(10,442,450
|
)
|
|
$
|
(87,543
|
)
|
Fair value of plan assets
|
9,266,391
|
|
|
8,028,910
|
|
|
77,220
|
|
|||
Net liability under U.S. GAAP
|
(1,238,771
|
)
|
|
(2,413,540
|
)
|
|
(10,323
|
)
|
|||
Net liability under Japanese GAAP:
|
|
|
|
|
|
||||||
Employees’ retirement benefits
|
(1,238,771
|
)
|
|
(1,784,428
|
)
|
|
(10,323
|
)
|
|||
Prepaid pension costs
|
—
|
|
|
90,894
|
|
|
—
|
|
|||
Total
|
(1,238,771
|
)
|
|
(1,693,534
|
)
|
|
(10,323
|
)
|
|||
Equity reconciliation item
|
¥
|
—
|
|
|
¥
|
(720,006
|
)
|
|
$
|
—
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
||||||||
Service cost
|
¥
|
620,352
|
|
|
¥
|
609,354
|
|
|
¥
|
676,744
|
|
|
$
|
5,170
|
|
Interest cost
|
105,742
|
|
|
104,010
|
|
|
101,071
|
|
|
881
|
|
||||
Amortization of prior service credit
|
(25,984
|
)
|
|
(27,356
|
)
|
|
(26,442
|
)
|
|
(217
|
)
|
||||
Expected return on plan assets
|
(160,578
|
)
|
|
(143,967
|
)
|
|
(128,097
|
)
|
|
(1,338
|
)
|
||||
Recognized actuarial loss
|
44,926
|
|
|
33,776
|
|
|
98,399
|
|
|
375
|
|
||||
Net periodic benefit costs under U.S. GAAP
|
584,458
|
|
|
575,817
|
|
|
721,675
|
|
|
4,871
|
|
||||
Net periodic benefit costs under Japanese GAAP
|
609,798
|
|
|
720,498
|
|
|
820,937
|
|
|
5,082
|
|
||||
Net income reconciliation item
|
¥
|
(25,340
|
)
|
|
¥
|
(144,681
|
)
|
|
¥
|
(99,262
|
)
|
|
$
|
(211
|
)
|
|
2015
|
|
2014
|
|
2013
|
Discount rate
|
From 0.7% to 1.1%
|
|
From 0.8% to 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 11 to 12 years
|
|
From 8 to 12 years
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
||||||||
Machinery and equipment
|
¥
|
6,735
|
|
|
¥
|
98,066
|
|
|
¥
|
69,451
|
|
|
$
|
56
|
|
Furniture and fixtures
|
520,301
|
|
|
530,366
|
|
|
533,333
|
|
|
4,336
|
|
||||
Other assets
|
8,492
|
|
|
10,751
|
|
|
18,713
|
|
|
70
|
|
||||
Accumulated depreciation
|
(336,654
|
)
|
|
(315,712
|
)
|
|
(285,510
|
)
|
|
(2,805
|
)
|
||||
Lease obligation
|
(202,299
|
)
|
|
(335,678
|
)
|
|
(348,732
|
)
|
|
(1,686
|
)
|
||||
Net impact on equity
|
¥
|
(3,425
|
)
|
|
¥
|
(12,207
|
)
|
|
¥
|
(12,745
|
)
|
|
$
|
(29
|
)
|
Reversal of operating lease expense
|
¥
|
112,435
|
|
|
¥
|
138,049
|
|
|
¥
|
170,842
|
|
|
$
|
937
|
|
Lease asset depreciation under U.S. GAAP
|
(100,398
|
)
|
|
(129,782
|
)
|
|
(158,839
|
)
|
|
(837
|
)
|
||||
Lease related interest expense under U.S. GAAP
|
(3,403
|
)
|
|
(7,729
|
)
|
|
(8,296
|
)
|
|
(28
|
)
|
||||
Lease related impact on net income before income tax
|
¥
|
8,634
|
|
|
¥
|
538
|
|
|
¥
|
3,707
|
|
|
$
|
72
|
|
|
Thousands of Yen
|
|
Thousands of U.S. Dollars
|
||||||||||||||||||||
|
2015
|
|
2015
|
||||||||||||||||||||
|
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
|
¥
|
1,542,068
|
|
|
¥
|
853,133
|
|
|
¥
|
2,395,201
|
|
|
$
|
12,851
|
|
|
$
|
7,109
|
|
|
$
|
19,960
|
|
Non-current deferred tax assets
|
365,909
|
|
|
84,764
|
|
|
450,673
|
|
|
3,049
|
|
|
707
|
|
|
3,756
|
|
||||||
Non-current deferred tax liabilities
|
—
|
|
|
(1,275,946
|
)
|
|
(1,275,946
|
)
|
|
—
|
|
|
(10,633
|
)
|
|
(10,633
|
)
|
||||||
Net deferred tax assets
|
¥
|
1,907,977
|
|
|
¥
|
(338,049
|
)
|
|
¥
|
1,569,928
|
|
|
$
|
15,900
|
|
|
$
|
(2,817
|
)
|
|
$
|
13,083
|
|
|
Thousands of Yen
|
||||||||||
|
2014
|
||||||||||
|
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
|
|
Non-current deferred tax assets
|
691,854
|
|
|
22,708
|
|
|
714,562
|
|
|||
Non-current deferred tax liabilities
|
—
|
|
|
(1,077,366
|
)
|
|
(1,077,366
|
)
|
|||
Net deferred tax assets
|
¥
|
2,559,062
|
|
|
¥
|
(175,267
|
)
|
|
¥
|
2,383,795
|
|