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 $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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TABLE OF CONTENTS
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Reportable Segments:
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FSS North America
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FSS International
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Uniform
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|||||||||
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FY 2016 Sales
(a)
:
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$
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10,122.3
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$
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2,729.8
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$
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1,563.7
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FY 2016 Operating Income
(a)
:
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$
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546.4
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$
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129.1
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$
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195.3
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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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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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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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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 senior 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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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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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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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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58
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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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46
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Executive Vice President and Chief Financial Officer
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2015
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Harrald F. Kroeker
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59
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Senior Vice President, Transformation
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2013
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Lynn B. McKee
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61
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Executive Vice President, Human Resources
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1980
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Brian P. Pressler
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41
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Senior Vice President, Controller and Chief Accounting Officer
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2002
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Stephen R. Reynolds
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58
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Executive Vice President, General Counsel and Secretary
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2012
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James J. Tarangelo
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43
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Vice President and Treasurer
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2003
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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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Fiscal Period
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High
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Low
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Cash
Dividend
Declared
Per Share
|
||||||
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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Quarter ended January 1, 2016
|
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$
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33.74
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$
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29.24
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$
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0.09500
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Quarter ended April 1, 2016
|
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$
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33.28
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$
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29.57
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$
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0.09500
|
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Quarter ended July 1, 2016
|
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$
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34.16
|
|
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$
|
31.56
|
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$
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0.09500
|
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Quarter ended September 30, 2016
|
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$
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38.21
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$
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33.12
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$
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0.09500
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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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September 30, 2016
|
||||||||
Aramark
|
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$100.0
|
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$133.3
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$152.2
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$194.9
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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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$121.3
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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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$125.8
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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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2016
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2015
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2014
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2013
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2012
|
||||||||||
Income Statement Data:
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Sales
|
|
$
|
14,415.8
|
|
|
$
|
14,329.1
|
|
|
$
|
14,832.9
|
|
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$
|
13,945.7
|
|
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$
|
13,505.4
|
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Depreciation and amortization
|
|
495.8
|
|
|
504.0
|
|
|
521.6
|
|
|
542.1
|
|
|
529.2
|
|
|||||
Operating income
|
|
746.3
|
|
|
627.9
|
|
|
564.6
|
|
|
514.4
|
|
|
581.8
|
|
|||||
Interest and other financing costs, net
|
|
315.4
|
|
|
285.9
|
|
|
334.9
|
|
|
423.8
|
|
|
456.8
|
|
|||||
Income from continuing operations
|
|
288.2
|
|
|
237.0
|
|
|
149.5
|
|
|
71.4
|
|
|
106.9
|
|
|||||
Net income
|
|
288.2
|
|
|
237.0
|
|
|
149.5
|
|
|
70.4
|
|
|
107.2
|
|
|||||
Net income attributable to Aramark stockholders
|
|
287.8
|
|
|
235.9
|
|
|
149.0
|
|
|
69.4
|
|
|
103.6
|
|
|||||
Basic earnings per share attributable to Aramark stockholders
|
|
|
$1.19
|
|
|
|
$0.99
|
|
|
|
$0.66
|
|
|
|
$0.34
|
|
|
|
$0.51
|
|
Diluted earnings per share attributable to Aramark stockholders
|
|
|
$1.16
|
|
|
|
$0.96
|
|
|
|
$0.63
|
|
|
|
$0.33
|
|
|
|
$0.49
|
|
Cash dividends declared per common share
(2)
|
|
|
$0.39
|
|
|
|
$0.35
|
|
|
|
$0.23
|
|
|
|
$—
|
|
|
|
$—
|
|
Ratio of earnings to fixed charges
(3)
|
|
2.1x
|
|
|
1.9x
|
|
|
1.5x
|
|
|
1.2x
|
|
|
1.2x
|
|
|||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
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|
||||||||||
Total assets
|
|
$
|
10,582.1
|
|
|
$
|
10,196.4
|
|
|
$
|
10,455.7
|
|
|
$
|
10,267.1
|
|
|
$
|
10,487.4
|
|
Long-term borrowings
(4)(5)
|
|
5,223.5
|
|
|
5,184.6
|
|
|
5,355.8
|
|
|
5,758.2
|
|
|
5,971.3
|
|
|||||
Stockholders' Equity
(2)(5)
|
|
2,161.0
|
|
|
1,883.4
|
|
|
1,718.0
|
|
|
903.7
|
|
|
966.9
|
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(1)
|
Our fiscal year ends on the Friday nearest to September 30th. Fiscal years
2016
,
2015
,
2014
,
2013
and
2012
refer to the fiscal years ended
September 30, 2016
,
October 2, 2015
,
October 3, 2014
,
September 27, 2013
and
September 28, 2012
, respectively. Fiscal 2014 was a fifty-three week year. All other periods presented were fifty-two week years.
|
(2)
|
During fiscal
2016
, the Company paid cash dividends totaling
$92.1 million
(
$0.095
per share per quarter). During fiscal
2015
, the Company paid cash dividends totaling
$81.9 million
(
$0.08625
per share per quarter). 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
).
|
(3)
|
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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(4)
|
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 by Aramark Services, Inc. of 5.75% Senior Notes due 2020 (the "2020 Notes"). During fiscal 2016, Aramark Services, Inc. issued $400 million of 5.125% Senior Notes due 2024, $500 million of additional 5.125% Senior Notes due 2024 (the "New 2024 Notes") and $500 million of 4.75% Senior Notes due 2026 to repay approximately
$194.1 million
of 2019 Term Loans and redeem approximately
$771.2 million
aggregate principal amount of the 2020 Notes. The Company also made optional prepayments in fiscal 2016 of approximately
$160.0 million
of outstanding U.S. dollar term loans and repaid a U.S. dollar denominated term loan of a Canadian subsidiary, due July 2016, that had been borrowed under the Company's senior secured credit agreement in the amount of
$74.1 million
,
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(5)
|
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 of outstanding loans under our senior secured term loan facility.
|
•
|
Food and Support Services North America ("FSS North America") - 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 in the United States and Canada.
|
•
|
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
17
countries outside FSS North America. Our largest international operations are in the Chile, China, Germany, Ireland and the United Kingdom, 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.
|
•
|
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
|
|
|
|
|
|||||||||
|
|
September 30, 2016
|
|
October 2, 2015
|
|
$
|
|
%
|
|||||||
|
|
|
|||||||||||||
Sales
|
|
$
|
14,415.8
|
|
|
$
|
14,329.1
|
|
|
$
|
86.7
|
|
|
1
|
%
|
Cost and Expenses:
|
|
|
|
|
|
|
|
|
|||||||
Cost of service provided
|
|
12,890.4
|
|
|
12,880.4
|
|
|
10.0
|
|
|
—
|
%
|
|||
Other operating expenses
|
|
779.1
|
|
|
820.8
|
|
|
(41.7
|
)
|
|
(5
|
)%
|
|||
|
|
13,669.5
|
|
|
13,701.2
|
|
|
(31.7
|
)
|
|
—
|
%
|
|||
Operating income
|
|
746.3
|
|
|
627.9
|
|
|
118.4
|
|
|
19
|
%
|
|||
Interest and Other Financing Costs, net
|
|
315.4
|
|
|
285.9
|
|
|
29.5
|
|
|
10
|
%
|
|||
Income Before Income Taxes
|
|
430.9
|
|
|
342.0
|
|
|
88.9
|
|
|
26
|
%
|
|||
Provision for Income Taxes
|
|
142.7
|
|
|
105.0
|
|
|
37.7
|
|
|
36
|
%
|
|||
Net income
|
|
$
|
288.2
|
|
|
$
|
237.0
|
|
|
$
|
51.2
|
|
|
22
|
%
|
|
|
Fiscal Year Ended
|
|
|
|
|
||||||||||
Sales by Segment
(1)
|
|
September 30, 2016
|
|
October 2, 2015
|
|
$
|
|
%
|
||||||||
|
|
|||||||||||||||
FSS North America
|
|
$
|
10,122.3
|
|
|
$
|
9,950.3
|
|
|
$
|
172.0
|
|
|
2
|
%
|
|
FSS International
|
|
2,729.8
|
|
|
2,858.2
|
|
|
(128.4
|
)
|
|
(4
|
%)
|
||||
Uniform
|
|
1,563.7
|
|
|
1,520.6
|
|
|
43.1
|
|
|
3
|
%
|
||||
|
|
$
|
14,415.8
|
|
|
$
|
14,329.1
|
|
|
$
|
86.7
|
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Fiscal Year Ended
|
|
|
||||||||||||
Operating Income by Segment
|
|
September 30, 2016
|
|
October 2, 2015
|
|
$
|
|
%
|
||||||||
FSS North America
|
|
$
|
546.4
|
|
|
$
|
494.5
|
|
|
$
|
51.9
|
|
|
10
|
%
|
|
FSS International
|
|
129.1
|
|
|
95.3
|
|
|
33.8
|
|
|
35
|
%
|
||||
Uniform
|
|
195.3
|
|
|
191.8
|
|
|
3.5
|
|
|
2
|
%
|
||||
Corporate
|
|
(124.5
|
)
|
|
(153.7
|
)
|
|
29.2
|
|
|
(19
|
%)
|
||||
|
|
$
|
746.3
|
|
|
$
|
627.9
|
|
|
$
|
118.4
|
|
|
19
|
%
|
•
|
growth in the Sports, Leisure & Corrections and Education sectors;
|
•
|
growth in Ireland, Spain, China and Mexico; and
|
•
|
growth in our Uniform segment; partially offset by
|
•
|
the decision to exit certain operations within the FSS International segment;
|
•
|
a sales decline in the Business & Industry and Healthcare sectors and the U.K.; and
|
•
|
the negative impact of foreign currency translation of approximately $259 million (approximately -2%).
|
|
|
Fiscal Year Ended
|
||||
Cost of services provided components
|
|
September 30, 2016
|
|
October 2, 2015
|
||
Food and support service costs
|
|
27
|
%
|
|
27
|
%
|
Personnel costs
|
|
47
|
%
|
|
47
|
%
|
Other direct costs
|
|
26
|
%
|
|
26
|
%
|
|
|
100
|
%
|
|
100
|
%
|
•
|
profit growth in our Education and Sports, Leisure & Corrections sectors in the FSS North America segment;
|
•
|
profit growth in South America, China and our 50% ownership of AIM Services Co., Ltd. in Japan;
|
•
|
cost reductions from streamlining our general and administrative functions;
|
•
|
a decrease in acquisition-related amortization expense (approximately $31.9 million);
|
•
|
the prior year charges associated with asset write-downs in the FSS North America and FSS International segments (approximately $16.2 million);
|
•
|
an increase from the gain related to the change in the fair value related to certain gasoline and diesel agreement (approximately $10.9 million); and
|
•
|
a decrease in share-based compensation expense mainly from the prior year vesting of outstanding performance-based options from a return-based event (approximately $9.5 million); which more than offset
|
•
|
assets write-offs, mainly in the Uniform segment (approximately $7.0 million);
|
•
|
a profit decline in the Healthcare sector; and
|
•
|
the negative impact of foreign currency translation of approximately $12 million (approximately -2%).
|
•
|
growth in our Education and Sports, Leisure & Corrections sectors; partially offset by
|
•
|
a sales decline in our Business & Industry and Healthcare sectors; and
|
•
|
the negative impact of foreign currency translation of approximately $55 million (approximately -1%).
|
•
|
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 base business within our higher education business; and
|
•
|
net new business within our higher education and K-12 businesses.
|
•
|
growth in base business within our technologies business; which was more than offset by
|
•
|
the impact of net lost business.
|
•
|
new business within our leisure business; and
|
•
|
base business growth in the stadiums and arenas we serve; which more than offset
|
•
|
an account we exited in the corrections business; and
|
•
|
net lost business in the stadiums and arenas we serve.
|
•
|
profit growth in our Education and Sports, Leisure & Corrections sectors;
|
•
|
cost reductions from streamlining our general and administrative functions;
|
•
|
a decrease in acquisition-related amortization expense (approximately $30.7 million);
|
•
|
a decrease in consulting costs (approximately $2.7 million); and
|
•
|
the prior year charge to write-off idle service equipment ($6.0 million); partially offset by
|
•
|
profit decline in our Healthcare sector;
|
•
|
an increase in severance related costs (approximately $8.9 million);
|
•
|
expenses associated with acquisition costs (approximately $3.5 million);
|
•
|
multiemployer pension plan withdrawal charges (approximately $2.3 million);
|
•
|
the prior year gain on a sale of a property (approximately $3.1 million);
|
•
|
the negative impact of foreign currency translation of approximately $6 million (approximately -1%); and
|
•
|
prior year income from favorable insurance adjustments related to claims experience (approximately $7.1 million).
|
•
|
profit growth in South America, Germany, the U.K., China and our 50% ownership of AIM Services Co., Ltd. in Japan;
|
•
|
the decrease in severance and related costs (other than the prior year severance charges incurred related to exiting certain operations) (approximately $6.9 million);
|
•
|
the prior year impact of charges associated with severance, asset write-downs and certain other exit costs related to exiting certain operations (approximately
$14.6 million
); and
|
•
|
the prior year impact of the loss associated with the divestiture of India (approximately $4.3 million); which more than offset
|
•
|
the negative impact of foreign currency translation of approximately $7 million (approximately -7%).
|
•
|
growth in the uniform rental business; and
|
•
|
merchandise and plant productivity initiatives, capacity expansion and increased automation; which was partially offset by
|
•
|
a charge to write-off impaired assets (approximately $6.0 million).
|
•
|
a decrease in our stock based compensation expense mainly from the prior year vesting of outstanding performance-based options from a return-based event (approximately $9.5 million);
|
•
|
an increase from the gain related to the change in the fair value related to certain gasoline and diesel agreement (approximately $10.9 million);
|
•
|
a decrease in consulting costs (approximately $3.2 million); and
|
•
|
cost reductions from streamlining our general and administrative functions (approximately $3.8 million).
|
|
|
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
|
%
|
|
|
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 & Corrections
|
|
2,082.5
|
|
|
2,212.7
|
|
|||
|
|
$
|
9,950.3
|
|
|
$
|
10,232.8
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
Net cash provided by operating activities
|
$
|
806.6
|
|
|
$
|
683.0
|
|
|
$
|
398.2
|
|
Net cash used in investing activities
|
(679.7
|
)
|
|
(504.3
|
)
|
|
(505.2
|
)
|
|||
Net cash provided by (used in) financing activities
|
(96.7
|
)
|
|
(168.0
|
)
|
|
107.8
|
|
•
|
Accrued Expenses being a source of cash compared to a use of cash in the prior year primarily due to a decrease in commission payments mainly from a prior year lost client in the Sports, Leisure & Corrections sector, timing of deferred income payments, timing of interest payments and timing of other accrued expenses; and
|
•
|
Accounts Payable being less of a use of cash compared to the prior year due to the timing of disbursements and less employee taxes paid from exercises of share-based awards compared to the prior year; partially offset by
|
•
|
Accounts Receivable were a use of cash due to timing of collections, mainly from the fiscal 2015 cash receipts related to a one-time facility project in the Business & Industry sector; and
|
•
|
Prepayments were a use of cash primarily due to prepayments of income and non-income related taxes, interest on the U.S. dollar denominated term loan and insurance premiums.
|
•
|
issuance of $400 million of 5.125% Senior Notes due January 2024 during the first quarter of fiscal 2016;
|
•
|
issuance of $500 million of additional 5.125% Senior Notes due January 2024 and $500 million of 4.750% Senior Notes due June 2026 during the third quarter of fiscal 2016;
|
•
|
repayment of approximately $771.2 million aggregate principal amount of the 2020 Notes; optional prepayments of outstanding 2019 Term Loans of approximately $354.1 million; payment of financing fees from the debt issuances during fiscal 2016 of approximately $20.2 million;
|
•
|
repayment of approximately $82.0 million under the Receivables Facility;
|
•
|
repayment of a U.S. dollar denominated term loan of a Canadian subsidiary in the amount of $74.1 million; and
|
•
|
payment of approximately $92.1 million of dividends.
|
|
|
Fiscal Year Ended
|
||||||||||
(in millions)
|
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
Net income attributable to Aramark Services, Inc. stockholder
|
|
$
|
287.8
|
|
|
$
|
236.0
|
|
|
$
|
149.0
|
|
Interest and other financing costs, net
|
|
315.4
|
|
|
285.9
|
|
|
334.9
|
|
|||
Provision for income taxes
|
|
142.7
|
|
|
105.0
|
|
|
80.2
|
|
|||
Depreciation and amortization
|
|
495.8
|
|
|
504.0
|
|
|
521.6
|
|
|||
Covenant EBITDA
|
|
1,241.7
|
|
|
1,130.9
|
|
|
1,085.7
|
|
|||
Share-based compensation expense
(1)
|
|
56.9
|
|
|
66.4
|
|
|
96.3
|
|
|||
Unusual or non-recurring (gains)/losses
(2)
|
|
—
|
|
|
(3.9
|
)
|
|
2.9
|
|
|||
Pro forma EBITDA for equity method investees
(3)
|
|
14.3
|
|
|
14.8
|
|
|
18.8
|
|
|||
Pro forma EBITDA for certain transactions
(4)
|
|
4.1
|
|
|
—
|
|
|
—
|
|
|||
Other
(5)
|
|
35.4
|
|
|
58.9
|
|
|
28.3
|
|
|||
Covenant Adjusted EBITDA
|
|
$
|
1,352.4
|
|
|
$
|
1,267.1
|
|
|
$
|
1,232.0
|
|
(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 National Parks Service ("NPS") client sites in our Sports, Leisure & Corrections sector 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
|
(3)
|
Represents our estimated share of EBITDA, primarily from our AIM Services Co., Ltd. equity method investment not already reflected in our Covenant EBITDA. EBITDA for this equity method investee is calculated in a manner consistent with consolidated Covenant EBITDA but does not represent cash distributions received from this investee.
|
(4)
|
Represents the annualizing of net EBITDA from acquisitions made during the period.
|
(5)
|
Other includes organizational streamlining initiatives ($24.9 million for fiscal 2016, $27.5 million for fiscal 2015 and $21.3 million for fiscal 2014), the impact of the change in fair value related to certain gasoline and diesel agreements ($8.3 million gain for fiscal 2016, $2.6 million loss for fiscal 2015 and $1.8 million loss for fiscal 2014), expenses related to acquisition costs ($3.9 million for fiscal 2016 and $0.4 million for fiscal 2015), property and other asset write-downs associated with the sale of a building ($6.8 million for fiscal 2016 and $8.7 million for fiscal 2015), other asset write-offs ($5.0 million for fiscal 2016 and $16.2 million for fiscal 2015), expenses related to secondary offerings of common stock by certain of our stockholders ($2.2 million for fiscal 2015 and $0.9 million for fiscal 2014) and other miscellaneous expenses.
|
|
Covenant
Requirements |
|
Actual
Ratios |
Consolidated Secured Debt Ratio
(1)
|
5.125x
|
|
2.64x
|
Interest Coverage Ratio (Fixed Charge Coverage Ratio)
(2)
|
2.00x
|
|
4.51x
|
(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
5.125x
. 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 our Credit Agreement, which, if our revolving credit facility lenders failed to waive any such default, would also constitute a default under the indentures governing our senior notes.
|
(2)
|
Our Credit Agreement establishes an incurrence-based minimum Interest Coverage Ratio, defined as Covenant Adjusted EBITDA to consolidated interest expense, the achievement of which is a condition for us to incur additional indebtedness and to make certain restricted payments. If we do not maintain this minimum Interest Coverage Ratio calculated on a pro forma basis for any such additional indebtedness or restricted payments, we could be prohibited from being able to incur additional indebtedness, other than the additional funding provided for under the Credit Agreement and pursuant to specified exceptions, and make certain restricted payments, other than pursuant to certain exceptions. The minimum Interest Coverage Ratio is
2.00x
for the term of the Credit Agreement. Consolidated interest expense is defined in the Credit Agreement as consolidated interest expense excluding interest income, adjusted for acquisitions and dispositions, further adjusted for certain non-cash or nonrecurring interest expense and our estimated share of interest expense from one equity method investee. The indentures governing our senior notes includes a similar requirement which is referred to as a Fixed Charge Coverage Ratio.
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations as of September 30, 2016
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Long-term borrowings
(1)
|
|
$
|
5,219,980
|
|
|
$
|
30,800
|
|
|
$
|
1,159,759
|
|
|
$
|
2,628,689
|
|
|
$
|
1,400,732
|
|
Capital lease obligations
|
|
78,615
|
|
|
15,722
|
|
|
34,752
|
|
|
20,692
|
|
|
7,449
|
|
|||||
Estimated interest payments
(2)
|
|
1,114,400
|
|
|
220,300
|
|
|
411,400
|
|
|
265,600
|
|
|
217,100
|
|
|||||
Operating leases and other noncancelable commitments
|
|
713,129
|
|
|
238,462
|
|
|
149,019
|
|
|
96,439
|
|
|
229,209
|
|
|||||
Purchase obligations
(3)
|
|
565,109
|
|
|
248,369
|
|
|
171,223
|
|
|
39,739
|
|
|
105,778
|
|
|||||
Other liabilities
(4)
|
|
248,500
|
|
|
56,100
|
|
|
18,700
|
|
|
9,700
|
|
|
164,000
|
|
|||||
|
|
$
|
7,939,733
|
|
|
$
|
809,753
|
|
|
$
|
1,944,853
|
|
|
$
|
3,060,859
|
|
|
$
|
2,124,268
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
Amount of Commitment Expiration by Period
|
||||||||||||||||
Other Commercial Commitments as of September 30, 2016
|
|
Total
Amounts
Committed
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Letters of credit
|
|
$
|
53,783
|
|
|
$
|
53,783
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Guarantees
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
$
|
53,783
|
|
|
$
|
53,783
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Excludes the
$46.3 million
reduction to long-term borrowings from debt discounts and deferred financing fees and the increase of
$17.8 million
from the unamortized premium on the New 2024 Notes.
|
(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
September 30, 2016
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
2017
through
2022
is $4,976.0 million, $4,950.3 million, $4,882.2 million, $3,930.6 million, $2,355.2 million and $1,400.0 million, respectively. The average interest rate (after giving effect to interest rate swaps) for each fiscal year from
2017
through
2022
is 3.02%, 3.46%, 3.73%, 3.93%, 4.35% and 4.99%, 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.
|
(a)
|
Balance includes
$268 million
of borrowings under the Receivables Facility.
|
|
|
|
|
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
|
|
(Principal Executive Officer)
|
|
|
|
/s/ S
TEPHEN
P. B
RAMLAGE,
J
R.
|
|
Executive Vice President and Chief Financial Officer
|
Stephen P. Bramlage, Jr.
|
|
(Principal Financial Officer)
|
|
|
|
/s/ B
RIAN
P. P
RESSLER
|
|
Senior Vice President, Controller and Chief Accounting Officer
|
Brian P. Pressler
|
|
(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/ P
IERRE-
O
LIVIER
B
ECKERS-
V
IEUJANT
|
|
Director
|
Pierre-Olivier Beckers-Vieujant
|
|
|
|
|
|
/s/ L
ISA
G. B
ISACCIA
|
|
Director
|
Lisa G. Bisaccia
|
|
|
|
|
|
/s/ L
EONARD
S. C
OLEMAN
, J
R
.
|
|
Director
|
Leonard S. Coleman, Jr.
|
|
|
|
|
|
/s/ R
ICHARD
D
REILING
|
|
Director
|
Richard Dreiling
|
|
|
|
|
|
/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/ J
OHN
A. Q
UELCH
|
|
Director
|
John A. Quelch
|
|
|
|
|
|
/s/ S
TEPHEN
S
ADOVE
|
|
Director
|
Stephen Sadove
|
|
|
|
|
|
Page
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
September 30, 2016
|
|
October 2, 2015
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
152,580
|
|
|
$
|
122,416
|
|
Receivables (less allowances: 2016 - $48,058; 2015 - $39,023)
|
1,476,349
|
|
|
1,444,574
|
|
||
Inventories
|
587,155
|
|
|
575,263
|
|
||
Prepayments and other current assets
|
276,487
|
|
|
236,870
|
|
||
Total current assets
|
2,492,571
|
|
|
2,379,123
|
|
||
Property and Equipment, at cost:
|
|
|
|
||||
Land, buildings and improvements
|
643,347
|
|
|
639,148
|
|
||
Service equipment and fixtures
|
1,890,301
|
|
|
1,745,545
|
|
||
|
2,533,648
|
|
|
2,384,693
|
|
||
Less - Accumulated depreciation
|
(1,510,565
|
)
|
|
(1,425,348
|
)
|
||
|
1,023,083
|
|
|
959,345
|
|
||
Goodwill
|
4,628,881
|
|
|
4,558,968
|
|
||
Other Intangible Assets
|
1,111,883
|
|
|
1,111,980
|
|
||
Other Assets
|
1,325,654
|
|
|
1,186,941
|
|
||
|
$
|
10,582,072
|
|
|
$
|
10,196,357
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term borrowings
|
$
|
46,522
|
|
|
$
|
81,427
|
|
Accounts payable
|
847,588
|
|
|
850,040
|
|
||
Accrued payroll and related expenses
|
514,619
|
|
|
522,687
|
|
||
Accrued expenses and other current liabilities
|
776,016
|
|
|
726,834
|
|
||
Total current liabilities
|
2,184,745
|
|
|
2,180,988
|
|
||
Long-Term Borrowings
|
5,223,514
|
|
|
5,184,597
|
|
||
Deferred Income Taxes and Other Noncurrent Liabilities
|
1,003,013
|
|
|
937,311
|
|
||
Redeemable Noncontrolling Interest
|
9,794
|
|
|
10,102
|
|
||
Stockholders' Equity:
|
|
|
|
||||
Common stock, par value $.01 (authorized: 600,000,000 shares; issued: 2016—272,565,923 shares and 2015—266,564,567;
and outstanding: 2016—244,713,580 shares and 2015—239,917,320)
|
2,726
|
|
|
2,666
|
|
||
Capital surplus
|
2,921,725
|
|
|
2,784,730
|
|
||
Accumulated deficit
|
(33,778
|
)
|
|
(228,641
|
)
|
||
Accumulated other comprehensive loss
|
(180,783
|
)
|
|
(166,568
|
)
|
||
Treasury stock (shares held in treasury: 2016—27,852,343 shares and 2015—26,647,247)
|
(548,884
|
)
|
|
(508,828
|
)
|
||
Total stockholders' equity
|
2,161,006
|
|
|
1,883,359
|
|
||
|
$
|
10,582,072
|
|
|
$
|
10,196,357
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
Sales
|
$
|
14,415,829
|
|
|
$
|
14,329,135
|
|
|
$
|
14,832,913
|
|
Costs and Expenses:
|
|
|
|
|
|
||||||
Cost of services provided
|
12,890,408
|
|
|
12,880,424
|
|
|
13,363,918
|
|
|||
Depreciation and amortization
|
495,765
|
|
|
504,033
|
|
|
521,581
|
|
|||
Selling and general corporate expenses
|
283,342
|
|
|
316,740
|
|
|
382,851
|
|
|||
|
13,669,515
|
|
|
13,701,197
|
|
|
14,268,350
|
|
|||
Operating income
|
746,314
|
|
|
627,938
|
|
|
564,563
|
|
|||
Interest and Other Financing Costs, net
|
315,383
|
|
|
285,942
|
|
|
334,886
|
|
|||
Income Before Income Taxes
|
430,931
|
|
|
341,996
|
|
|
229,677
|
|
|||
Provision for Income Taxes
|
142,699
|
|
|
105,020
|
|
|
80,218
|
|
|||
Net income
|
288,232
|
|
|
236,976
|
|
|
149,459
|
|
|||
Less: Net income attributable to noncontrolling interest
|
426
|
|
|
1,030
|
|
|
503
|
|
|||
Net income attributable to Aramark stockholders
|
$
|
287,806
|
|
|
$
|
235,946
|
|
|
$
|
148,956
|
|
|
|
|
|
|
|
||||||
Earnings per share attributable to Aramark stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.19
|
|
|
$
|
0.99
|
|
|
$
|
0.66
|
|
Diluted
|
$
|
1.16
|
|
|
$
|
0.96
|
|
|
$
|
0.63
|
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
||||||
Basic
|
242,286
|
|
|
237,616
|
|
|
225,866
|
|
|||
Diluted
|
248,763
|
|
|
246,616
|
|
|
237,451
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
Net income
|
$
|
288,232
|
|
|
$
|
236,976
|
|
|
$
|
149,459
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
||||||
Pension plan adjustments
|
(24,670
|
)
|
|
3,522
|
|
|
(13,596
|
)
|
|||
Foreign currency translation adjustments
|
3,080
|
|
|
(43,547
|
)
|
|
(31,281
|
)
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized losses arising during the period
|
(8,426
|
)
|
|
(34,622
|
)
|
|
(17,626
|
)
|
|||
Reclassification adjustments
|
21,184
|
|
|
11,681
|
|
|
15,430
|
|
|||
Share of equity investee's comprehensive income (loss)
|
(5,383
|
)
|
|
2,696
|
|
|
—
|
|
|||
Other comprehensive loss, net of tax
|
(14,215
|
)
|
|
(60,270
|
)
|
|
(47,073
|
)
|
|||
Comprehensive income
|
274,017
|
|
|
176,706
|
|
|
102,386
|
|
|||
Less: Net income attributable to noncontrolling interest
|
426
|
|
|
1,030
|
|
|
503
|
|
|||
Comprehensive income attributable to Aramark stockholders
|
$
|
273,591
|
|
|
$
|
175,676
|
|
|
$
|
101,883
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
288,232
|
|
|
$
|
236,976
|
|
|
$
|
149,459
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
495,765
|
|
|
504,033
|
|
|
521,581
|
|
|||
Income taxes deferred
|
52,416
|
|
|
(4,108
|
)
|
|
37,372
|
|
|||
Share-based compensation expense
|
56,942
|
|
|
66,416
|
|
|
96,332
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
(32,859
|
)
|
|
81,284
|
|
|
(226,756
|
)
|
|||
Inventories
|
(9,625
|
)
|
|
(29,587
|
)
|
|
(19,810
|
)
|
|||
Prepayments
|
(64,663
|
)
|
|
9,763
|
|
|
(77,609
|
)
|
|||
Accounts payable
|
(24,231
|
)
|
|
(99,265
|
)
|
|
9,657
|
|
|||
Accrued expenses
|
35,643
|
|
|
(61,839
|
)
|
|
(113,193
|
)
|
|||
Changes in other noncurrent liabilities
|
(33,711
|
)
|
|
(52,136
|
)
|
|
(9,034
|
)
|
|||
Changes in other assets
|
(10,189
|
)
|
|
13,595
|
|
|
10,123
|
|
|||
Other operating activities
|
52,920
|
|
|
17,904
|
|
|
20,037
|
|
|||
Net cash provided by operating activities
|
806,640
|
|
|
683,036
|
|
|
398,159
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment, client contract investments and other
|
(512,532
|
)
|
|
(524,384
|
)
|
|
(545,194
|
)
|
|||
Disposals of property and equipment
|
26,824
|
|
|
19,128
|
|
|
28,494
|
|
|||
Proceeds from divestitures
|
—
|
|
|
—
|
|
|
24,000
|
|
|||
Acquisition of certain businesses:
|
|
|
|
|
|
||||||
Working capital other than cash acquired
|
10,226
|
|
|
(143
|
)
|
|
(540
|
)
|
|||
Property and equipment
|
(32,989
|
)
|
|
—
|
|
|
(6,681
|
)
|
|||
Additions to goodwill, other intangible assets and other assets, net
|
(176,614
|
)
|
|
(3,234
|
)
|
|
(14,235
|
)
|
|||
Other investing activities
|
5,340
|
|
|
4,299
|
|
|
8,934
|
|
|||
Net cash used in investing activities
|
(679,745
|
)
|
|
(504,334
|
)
|
|
(505,222
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from long-term borrowings
|
1,399,988
|
|
|
71,926
|
|
|
1,570,818
|
|
|||
Payments of long-term borrowings
|
(1,363,534
|
)
|
|
(209,621
|
)
|
|
(1,978,606
|
)
|
|||
Net change in funding under the Receivables Facility
|
(82,000
|
)
|
|
—
|
|
|
50,000
|
|
|||
Payments of dividends
|
(92,074
|
)
|
|
(81,898
|
)
|
|
(52,186
|
)
|
|||
Proceeds from initial public offering, net
|
—
|
|
|
—
|
|
|
524,081
|
|
|||
Proceeds from issuance of common stock
|
35,705
|
|
|
39,946
|
|
|
4,408
|
|
|||
Repurchase of common stock
|
(749
|
)
|
|
(50,176
|
)
|
|
(4,730
|
)
|
|||
Other financing activities
|
5,933
|
|
|
61,847
|
|
|
(6,030
|
)
|
|||
Net cash provided by (used in) financing activities
|
(96,731
|
)
|
|
(167,976
|
)
|
|
107,755
|
|
|||
Increase in cash and cash equivalents
|
30,164
|
|
|
10,726
|
|
|
692
|
|
|||
Cash and cash equivalents, beginning of period
|
122,416
|
|
|
111,690
|
|
|
110,998
|
|
|||
Cash and cash equivalents, end of period
|
$
|
152,580
|
|
|
$
|
122,416
|
|
|
$
|
111,690
|
|
|
Total
Stockholders'
Equity
|
|
Common
Stock |
|
Capital
Surplus |
|
Accumulated Deficit
|
|
Accumulated
Other
Comprehensive
Loss |
|
Treasury Stock
|
||||||||||||
Balance, September 27, 2013
|
$
|
903,707
|
|
|
$
|
2,194
|
|
|
$
|
1,693,663
|
|
|
$
|
(479,233
|
)
|
|
$
|
(59,225
|
)
|
|
$
|
(253,692
|
)
|
Net income attributable to Aramark stockholders
|
148,956
|
|
|
|
|
|
|
148,956
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss)
|
(47,073
|
)
|
|
|
|
|
|
|
|
(47,073
|
)
|
|
|
||||||||||
Capital contributions from issuance of common stock
|
62,087
|
|
|
87
|
|
|
62,000
|
|
|
|
|
|
|
|
|||||||||
Capital contributions from initial public offering
|
524,081
|
|
|
280
|
|
|
523,801
|
|
|
|
|
|
|
|
|||||||||
Share-based compensation expense
|
96,332
|
|
|
|
|
96,332
|
|
|
|
|
|
|
|
||||||||||
Tax benefits related to stock incentive plans
|
40,507
|
|
|
|
|
40,507
|
|
|
|
|
|
|
|
||||||||||
Change due to termination of provision in Stockholders' Agreement
|
158,708
|
|
|
|
|
158,708
|
|
|
|
|
|
|
|
||||||||||
Repurchases of Common Stock
|
(117,083
|
)
|
|
|
|
|
|
|
|
|
|
|
(117,083
|
)
|
|||||||||
Payments of dividends
|
(52,186
|
)
|
|
|
|
|
|
(52,186
|
)
|
|
|
|
|
||||||||||
Balance, October 3, 2014
|
$
|
1,718,036
|
|
|
$
|
2,561
|
|
|
$
|
2,575,011
|
|
|
$
|
(382,463
|
)
|
|
$
|
(106,298
|
)
|
|
$
|
(370,775
|
)
|
Net income attributable to Aramark stockholders
|
235,946
|
|
|
|
|
|
|
235,946
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss)
|
(60,270
|
)
|
|
|
|
|
|
|
|
(60,270
|
)
|
|
|
||||||||||
Capital contributions from issuance of common stock
|
77,095
|
|
|
105
|
|
|
76,990
|
|
|
|
|
|
|
|
|||||||||
Share-based compensation expense
|
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
|
)
|
Net income attributable to Aramark stockholders
|
287,806
|
|
|
|
|
|
|
287,806
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss)
|
(14,215
|
)
|
|
|
|
|
|
|
|
(14,215
|
)
|
|
|
||||||||||
Capital contributions from issuance of common stock
|
48,156
|
|
|
60
|
|
|
48,096
|
|
|
|
|
|
|
|
|||||||||
Share-based compensation expense
|
56,942
|
|
|
|
|
56,942
|
|
|
|
|
|
|
|
||||||||||
Tax benefits related to stock incentive plans
|
31,957
|
|
|
|
|
31,957
|
|
|
|
|
|
|
|
||||||||||
Repurchases of Common Stock
|
(40,056
|
)
|
|
|
|
|
|
|
|
|
|
(40,056
|
)
|
||||||||||
Payments of dividends
|
(92,943
|
)
|
|
|
|
|
|
(92,943
|
)
|
|
|
|
|
||||||||||
Balance, September 30, 2016
|
$
|
2,161,006
|
|
|
$
|
2,726
|
|
|
$
|
2,921,725
|
|
|
$
|
(33,778
|
)
|
|
$
|
(180,783
|
)
|
|
$
|
(548,884
|
)
|
•
|
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.
|
•
|
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.
|
•
|
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, 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
|
||||||||||||||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||||||||||||||
|
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
|
|
|
$
|
288,232
|
|
|
|
|
$
|
236,976
|
|
|
|
|
$
|
149,459
|
|
||||||
Pension plan adjustments
|
(37,957
|
)
|
13,287
|
|
(24,670
|
)
|
|
2,832
|
|
690
|
|
3,522
|
|
|
(17,640
|
)
|
4,044
|
|
(13,596
|
)
|
|||
Foreign currency translation adjustments
|
18,547
|
|
(15,467
|
)
|
3,080
|
|
|
(50,458
|
)
|
6,911
|
|
(43,547
|
)
|
|
(37,246
|
)
|
5,965
|
|
(31,281
|
)
|
|||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized losses arising during the period
|
(23,437
|
)
|
15,011
|
|
(8,426
|
)
|
|
(58,143
|
)
|
23,521
|
|
(34,622
|
)
|
|
(29,201
|
)
|
11,575
|
|
(17,626
|
)
|
|||
Reclassification adjustments
|
34,861
|
|
(13,677
|
)
|
21,184
|
|
|
20,143
|
|
(8,462
|
)
|
11,681
|
|
|
25,921
|
|
(10,491
|
)
|
15,430
|
|
|||
Share of equity investee's comprehensive income (loss)
|
(8,282
|
)
|
2,899
|
|
(5,383
|
)
|
|
4,148
|
|
(1,452
|
)
|
2,696
|
|
|
—
|
|
—
|
|
—
|
|
|||
Other comprehensive loss
|
(16,268
|
)
|
2,053
|
|
(14,215
|
)
|
|
(81,478
|
)
|
21,208
|
|
(60,270
|
)
|
|
(58,166
|
)
|
11,093
|
|
(47,073
|
)
|
|||
Comprehensive income
|
|
|
274,017
|
|
|
|
|
176,706
|
|
|
|
|
102,386
|
|
|||||||||
Less: Net income attributable to noncontrolling interest
|
|
|
426
|
|
|
|
|
1,030
|
|
|
|
|
503
|
|
|||||||||
Comprehensive income attributable to Aramark stockholders
|
|
|
$
|
273,591
|
|
|
|
|
$
|
175,676
|
|
|
|
|
$
|
101,883
|
|
|
September 30, 2016
|
|
October 2, 2015
|
||||
Pension plan adjustments
|
$
|
(65,267
|
)
|
|
$
|
(40,597
|
)
|
Foreign currency translation adjustments
|
(68,461
|
)
|
|
(71,541
|
)
|
||
Cash flow hedges
|
(36,373
|
)
|
|
(49,131
|
)
|
||
Share of equity investee's accumulated other comprehensive loss
|
(10,682
|
)
|
|
(5,299
|
)
|
||
|
$
|
(180,783
|
)
|
|
$
|
(166,568
|
)
|
|
|
September 30, 2016
|
|
October 2, 2015
|
||
Food
|
|
35.9
|
%
|
|
37.2
|
%
|
Career apparel and linens
|
|
60.9
|
%
|
|
60.3
|
%
|
Parts, supplies and novelties
|
|
3.2
|
%
|
|
2.5
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
September 30, 2016
|
|
October 2, 2015
|
||||
Client contract investments
(1)
|
|
$
|
865,004
|
|
|
$
|
782,670
|
|
Miscellaneous investments
(2)
|
|
253,798
|
|
|
214,292
|
|
||
Long-term receivables
|
|
72,469
|
|
|
84,477
|
|
||
Computer software costs, net
(3)
|
|
91,760
|
|
|
77,319
|
|
||
Other
(4)
|
|
42,623
|
|
|
28,183
|
|
||
|
|
$
|
1,325,654
|
|
|
$
|
1,186,941
|
|
(1)
|
Client contract investments generally represent a cash payment provided by the Company to help finance improvement or renovation at the facility from which the Company operates. These amounts are amortized over the contract period. If a contract is terminated prior to its maturity date, the Company is reimbursed for the unamortized client contract investment amount. Amortization expense was $142.5 million, $128.8 million and $106.2 million during fiscal 2016, fiscal 2015 and fiscal 2014, respectively.
|
(2)
|
Miscellaneous investments represent investments in 50% or less owned entities.
|
(3)
|
Computer software costs represent capitalized costs incurred to purchase or develop software for internal use, and are amortized over the estimated useful life of the software, generally a period of three to seven years.
|
(4)
|
Other consists of noncurrent deferred tax assets, pension assets and deferred financing costs on certain revolving credit facilities.
|
|
September 30, 2016
|
|
October 2, 2015
|
||||
Current assets
|
$
|
362,961
|
|
|
$
|
279,244
|
|
Noncurrent assets
|
153,866
|
|
|
127,158
|
|
||
Current liabilities
|
290,814
|
|
|
234,305
|
|
||
Noncurrent liabilities
|
53,998
|
|
|
32,625
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
Sales
|
$
|
1,511,938
|
|
|
$
|
1,377,043
|
|
|
$
|
1,552,250
|
|
Gross profit
|
176,303
|
|
|
152,539
|
|
|
174,194
|
|
|||
Net income
|
35,820
|
|
|
25,747
|
|
|
26,869
|
|
|||
|
|
|
|
|
|
||||||
Equity in undistributed earnings
|
15,621
|
|
|
10,700
|
|
|
10,500
|
|
|||
Cash distributions
|
7,296
|
|
|
22,200
|
|
|
6,500
|
|
|
|
September 30, 2016
|
|
October 2, 2015
|
||||
Deferred income
|
|
$
|
262,976
|
|
|
$
|
248,124
|
|
Accrued commissions
|
|
79,048
|
|
|
75,460
|
|
||
Accrued taxes
|
|
62,510
|
|
|
81,787
|
|
||
Accrued insurance and interest
|
|
66,165
|
|
|
58,719
|
|
||
Other
|
|
305,317
|
|
|
262,744
|
|
||
|
|
$
|
776,016
|
|
|
$
|
726,834
|
|
|
|
September 30, 2016
|
|
October 2, 2015
|
||||
Deferred income tax payable
|
|
$
|
608,375
|
|
|
$
|
535,442
|
|
Deferred compensation
|
|
228,231
|
|
|
232,653
|
|
||
Pension-related liabilities
|
|
26,854
|
|
|
9,565
|
|
||
Interest rate swap agreements
|
|
34,919
|
|
|
51,762
|
|
||
Other noncurrent liabilities
|
|
104,634
|
|
|
107,889
|
|
||
|
|
$
|
1,003,013
|
|
|
$
|
937,311
|
|
|
|
Fiscal Year Ended
|
||||||||||
(dollars in millions)
|
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
Interest paid
|
|
$
|
275.4
|
|
|
$
|
267.9
|
|
|
$
|
348.5
|
|
Income taxes paid
|
|
55.6
|
|
|
31.5
|
|
|
55.8
|
|
•
|
During fiscal
2016
, fiscal
2015
and fiscal
2014
, the Company executed capital lease transactions. The present value of the future rental obligations was approximately
$36.4 million
,
$17.9 million
and
$16.6 million
for the respective periods, which is included in property and equipment and long-term borrowings.
|
•
|
During fiscal
2016
, fiscal
2015
and fiscal
2014
, cashless settlements of the exercise price and related employee minimum tax withholding liabilities of share-based payment awards were approximately
$40.1 million
,
$89.6 million
and
$116.3 million
, respectively.
|
•
|
During fiscal 2014, obligations related to client contract investments of approximately
$57.2 million
were unpaid at October 3, 2014 and included in other assets and accounts payable.
|
(in millions)
|
October 2, 2015
|
|
Net Charges
|
|
Payments and Other
|
|
September 30, 2016
|
||||||
Severance and Related Costs Accrual
|
|
$26.0
|
|
|
24.9
|
|
|
(24.8
|
)
|
|
|
$26.1
|
|
Segment
|
October 2, 2015
|
|
Acquisitions
|
|
Translation
|
|
September 30, 2016
|
||||||||
FSS North America
|
$
|
3,583,365
|
|
|
$
|
52,245
|
|
|
$
|
4
|
|
|
$
|
3,635,614
|
|
FSS International
|
400,824
|
|
|
40,432
|
|
|
(22,768
|
)
|
|
418,488
|
|
||||
Uniform
|
574,779
|
|
|
—
|
|
|
—
|
|
|
574,779
|
|
||||
|
$
|
4,558,968
|
|
|
$
|
92,677
|
|
|
$
|
(22,764
|
)
|
|
$
|
4,628,881
|
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||||||||||||||||
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||||||||
Customer relationship assets
|
$
|
1,793,739
|
|
|
$
|
(1,462,058
|
)
|
|
$
|
331,681
|
|
|
$
|
1,859,689
|
|
|
$
|
(1,494,885
|
)
|
|
$
|
364,804
|
|
Trade names
|
781,835
|
|
|
(1,633
|
)
|
|
780,202
|
|
|
748,809
|
|
|
(1,633
|
)
|
|
747,176
|
|
||||||
|
$
|
2,575,574
|
|
|
$
|
(1,463,691
|
)
|
|
$
|
1,111,883
|
|
|
$
|
2,608,498
|
|
|
$
|
(1,496,518
|
)
|
|
$
|
1,111,980
|
|
2017
|
$
|
83,493
|
|
2018
|
60,205
|
|
|
2019
|
49,469
|
|
|
2020
|
47,754
|
|
|
2021
|
39,212
|
|
|
|
September 30, 2016
|
|
October 2, 2015
|
||||
Senior secured revolving credit facility, due February 2019
|
|
$
|
—
|
|
|
$
|
70,000
|
|
Senior secured term loan facility, due July 2016
|
|
—
|
|
|
74,130
|
|
||
Senior secured term loan facility, due September 2019
|
|
840,305
|
|
|
1,189,371
|
|
||
Senior secured term loan facility, due February 2021
|
|
2,450,749
|
|
|
2,489,235
|
|
||
5.75% senior notes, due March 2020
|
|
227,032
|
|
|
990,540
|
|
||
5.125% senior notes, due January 2024
|
|
905,095
|
|
|
—
|
|
||
4.75% senior notes, due June 2026
|
|
492,886
|
|
|
—
|
|
||
Receivables Facility, due May 2019
|
|
268,000
|
|
|
350,000
|
|
||
Capital leases
|
|
78,615
|
|
|
57,660
|
|
||
Other
|
|
7,354
|
|
|
45,088
|
|
||
|
|
5,270,036
|
|
|
5,266,024
|
|
||
Less—current portion
|
|
(46,522
|
)
|
|
(81,427
|
)
|
||
|
|
$
|
5,223,514
|
|
|
$
|
5,184,597
|
|
•
|
A U.S. dollar denominated term loan to Aramark Services, Inc. in the amount of
$840.3 million
(due 2019) and
$2,079.1 million
(due 2021);
|
•
|
A yen denominated term loan to Aramark Services, Inc. in the amount of
¥4,916.3 million
(approximately
$48.5 million
due 2021);
|
•
|
A Canadian dollar denominated term loan to a Canadian subsidiary in the amount of CAD
33.0 million
(approximately
$25.2 million
due 2021);
|
•
|
A euro denominated term loan to an Irish subsidiary in an amount of
€136.1 million
(approximately
$152.9 million
due 2021); and
|
•
|
A sterling denominated term loan to a U.K. subsidiary in an amount of
£111.8 million
(approximately
$145.0 million
due 2021).
|
•
|
A revolving credit facility available for loans in U.S. dollars to the Issuer with aggregate commitments of
$680.0 million
(due February 24, 2019); and
|
•
|
A revolving credit facility available for loans in Canadian dollars or U.S. dollars to the Issuer or a Canadian subsidiary with aggregate commitments of
$50.0 million
(due February 24, 2019).
|
•
|
50%
of the Issuer's annual excess cash flow (as defined in the senior secured credit agreement) with stepdowns to
25%
and
0%
upon the Issuer's reaching certain consolidated leverage ratio thresholds;
|
•
|
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.
|
2017
|
$
|
46,522
|
|
2018
|
45,074
|
|
|
2019
|
1,149,437
|
|
|
2020
|
272,674
|
|
|
2021
|
2,376,707
|
|
|
Thereafter
|
1,408,181
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
Interest expense
|
|
$
|
315,166
|
|
|
$
|
286,261
|
|
|
$
|
334,442
|
|
Interest income
|
|
(5,288
|
)
|
|
(4,932
|
)
|
|
(4,338
|
)
|
|||
Other financing costs
|
|
5,505
|
|
|
4,613
|
|
|
4,782
|
|
|||
Total
|
|
$
|
315,383
|
|
|
$
|
285,942
|
|
|
$
|
334,886
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
Interest rate swap agreements
|
$
|
(21,321
|
)
|
|
$
|
(70,455
|
)
|
|
$
|
(30,099
|
)
|
Cross currency swap agreements
|
(2,116
|
)
|
|
12,312
|
|
|
898
|
|
|||
|
$
|
(23,437
|
)
|
|
$
|
(58,143
|
)
|
|
$
|
(29,201
|
)
|
|
|
Balance Sheet Location
|
|
September 30, 2016
|
|
October 2, 2015
|
||||
ASSETS
|
|
|
|
|
|
|
||||
Designated as hedging instruments:
|
|
|
|
|
|
|
||||
Cross currency swap agreements
|
|
Prepayments and other current assets
|
|
$
|
—
|
|
|
$
|
7,523
|
|
|
|
|
|
|
|
|
||||
Not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Gasoline and diesel fuel agreements
|
|
Prepayments and other current assets
|
|
3,878
|
|
|
—
|
|
||
|
|
|
|
$
|
3,878
|
|
|
$
|
7,523
|
|
LIABILITIES
|
|
|
|
|
|
|
||||
Designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
|
Accrued Expenses
|
|
$
|
5,929
|
|
|
$
|
6,086
|
|
Interest rate swap agreements
|
|
Other Noncurrent Liabilities
|
|
34,919
|
|
|
51,762
|
|
||
|
|
|
|
$
|
40,848
|
|
|
$
|
57,848
|
|
|
|
|
|
|
|
|
||||
Not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
|
Accounts Payable
|
|
$
|
447
|
|
|
$
|
922
|
|
Gasoline and diesel fuel agreements
|
|
Accounts Payable
|
|
—
|
|
|
4,419
|
|
||
|
|
|
|
$
|
41,295
|
|
|
$
|
63,189
|
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
Income Statement Location
|
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
Designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swap agreements
|
|
Interest Expense
|
|
$
|
32,800
|
|
|
$
|
31,367
|
|
|
$
|
31,511
|
|
Cross currency swap agreements
|
|
Interest Expense
|
|
2,061
|
|
|
(11,224
|
)
|
|
(5,590
|
)
|
|||
|
|
|
|
$
|
34,861
|
|
|
$
|
20,143
|
|
|
$
|
25,921
|
|
Not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Cross currency swap agreements
|
|
Interest Expense
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5,111
|
)
|
Gasoline and diesel fuel agreements
|
|
Cost of services
provided
|
|
(685
|
)
|
|
8,512
|
|
|
1,696
|
|
|||
Foreign currency forward exchange contracts
|
|
Interest Expense
|
|
(8,847
|
)
|
|
(4,821
|
)
|
|
3,644
|
|
|||
|
|
|
|
$
|
(9,532
|
)
|
|
$
|
3,691
|
|
|
$
|
229
|
|
|
|
|
|
$
|
25,329
|
|
|
$
|
23,834
|
|
|
$
|
26,150
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
Service cost
|
|
$
|
7,850
|
|
|
$
|
9,478
|
|
|
$
|
9,550
|
|
Interest cost
|
|
11,041
|
|
|
12,367
|
|
|
13,571
|
|
|||
Expected return on plan assets
|
|
(17,679
|
)
|
|
(16,970
|
)
|
|
(16,544
|
)
|
|||
Settlements
|
|
159
|
|
|
52
|
|
|
527
|
|
|||
Amortization of prior service cost
|
|
107
|
|
|
165
|
|
|
52
|
|
|||
Recognized net loss
|
|
1,504
|
|
|
1,658
|
|
|
1,131
|
|
|||
Net periodic pension cost
|
|
$
|
2,982
|
|
|
$
|
6,750
|
|
|
$
|
8,287
|
|
Change in benefit obligation:
|
|
September 30, 2016
|
|
October 2, 2015
|
||||
Benefit obligation, beginning
|
|
$
|
302,087
|
|
|
$
|
326,729
|
|
Foreign currency translation
|
|
(18,867
|
)
|
|
(34,384
|
)
|
||
Service cost
|
|
7,850
|
|
|
9,478
|
|
||
Interest cost
|
|
11,041
|
|
|
12,367
|
|
||
Employee contributions
|
|
2,233
|
|
|
2,597
|
|
||
Actuarial loss (gain)
|
|
51,620
|
|
|
(252
|
)
|
||
Benefits paid
|
|
(16,106
|
)
|
|
(14,256
|
)
|
||
Settlements and curtailments
|
|
(545
|
)
|
|
(192
|
)
|
||
Benefit obligation, ending
|
|
$
|
339,313
|
|
|
$
|
302,087
|
|
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets, beginning
|
|
$
|
304,376
|
|
|
$
|
276,934
|
|
Foreign currency translation
|
|
(17,841
|
)
|
|
(31,144
|
)
|
||
Employer contributions
|
|
25,404
|
|
|
59,155
|
|
||
Employee contributions
|
|
2,233
|
|
|
2,597
|
|
||
Actual return on plan assets
|
|
22,464
|
|
|
11,321
|
|
||
Benefits paid
|
|
(16,106
|
)
|
|
(14,256
|
)
|
||
Settlements
|
|
(545
|
)
|
|
(231
|
)
|
||
Fair value of plan assets, end
|
|
$
|
319,985
|
|
|
$
|
304,376
|
|
Funded Status at end of year
|
|
$
|
(19,328
|
)
|
|
$
|
2,289
|
|
|
|
September 30, 2016
|
|
October 2, 2015
|
||||
Noncurrent benefit asset (included in Other Assets)
|
|
$
|
6,452
|
|
|
$
|
5,548
|
|
Noncurrent benefit liability (included in Other Noncurrent Liabilities)
|
|
(25,780
|
)
|
|
(3,259
|
)
|
||
Net actuarial loss (included in Accumulated other comprehensive (income) loss before taxes)
|
|
100,265
|
|
|
62,308
|
|
||
Prior service cost (included in Accumulated other comprehensive (income) loss before taxes)
|
|
21
|
|
|
26
|
|
|
|
September 30, 2016
|
|
October 2, 2015
|
||
Discount rate
|
|
3.8
|
%
|
|
4.0
|
%
|
Rate of compensation increase
|
|
3.2
|
%
|
|
3.3
|
%
|
Long-term rate of return on assets
|
|
6.2
|
%
|
|
6.6
|
%
|
|
|
September 30, 2016
|
|
October 2, 2015
|
||
Discount rate
|
|
3.3
|
%
|
|
3.9
|
%
|
Rate of compensation increase
|
|
3.3
|
%
|
|
3.2
|
%
|
|
|
September 30, 2016
|
|
October 2, 2015
|
||||
Projected benefit obligation
|
|
$
|
139,088
|
|
|
$
|
23,475
|
|
Accumulated benefit obligation
|
|
136,605
|
|
|
21,871
|
|
||
Fair value of plan assets
|
|
113,710
|
|
|
8,717
|
|
|
|
September 30, 2016
|
|
Quoted prices in
active markets
Level 1
|
|
Significant other
observable inputs
Level 2
|
|
Significant
unobservable inputs
Level 3
|
||||||||
Cash and cash equivalents and other
|
|
$
|
21,009
|
|
|
$
|
21,009
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment funds:
|
|
|
|
|
|
|
|
|
||||||||
Equity funds
|
|
173,704
|
|
|
—
|
|
|
173,704
|
|
|
—
|
|
||||
Fixed income funds
|
|
116,168
|
|
|
—
|
|
|
116,168
|
|
|
—
|
|
||||
Real estate
|
|
9,104
|
|
|
—
|
|
|
—
|
|
|
9,104
|
|
||||
Total
|
|
$
|
319,985
|
|
|
$
|
21,009
|
|
|
$
|
289,872
|
|
|
$
|
9,104
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
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:
|
|
|
|
|
|
|
|
|
||||||||
Equity funds
|
|
154,112
|
|
|
—
|
|
|
154,112
|
|
|
—
|
|
||||
Fixed income funds
|
|
96,998
|
|
|
—
|
|
|
96,998
|
|
|
—
|
|
||||
Real estate
|
|
8,948
|
|
|
—
|
|
|
—
|
|
|
8,948
|
|
||||
Total
|
|
$
|
304,376
|
|
|
$
|
44,318
|
|
|
$
|
251,110
|
|
|
$
|
8,948
|
|
Fiscal 2017
|
$
|
12,269
|
|
Fiscal 2018
|
12,745
|
|
|
Fiscal 2019
|
12,969
|
|
|
Fiscal 2020
|
13,436
|
|
|
Fiscal 2021
|
14,081
|
|
|
Fiscal 2022 – 2026
|
75,199
|
|
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
|
|||||||||
2016
|
2015
|
2016
|
2015
|
2014
|
Surcharge
Imposed
|
||||||||||
National Retirement Fund
|
13-6130178/ 001
|
Critical
|
Critical
|
Implemented
|
$
|
6,675
|
|
$
|
6,580
|
|
$
|
6,304
|
|
No
|
1/15/2015 - 2/29/2020
|
Service Employees Pension Fund of Upstate New York
(1)
|
16-0908576/ 001
|
Critical
|
Critical
|
Implemented
|
448
|
|
527
|
|
440
|
|
No
|
9/30/2016 - 6/30/2018
|
|||
Local 1102 Retirement Trust
(2)
|
13-1847329/ 001
|
Critical
|
Critical
|
Implemented
|
339
|
|
300
|
|
334
|
|
No
|
10/31/2017 - 6/30/2019
|
|||
Central States SE and SW Areas Pension Plan
|
36-6044243/ 001
|
Critical and Declining
|
Critical and Declining
|
Implemented
|
3,723
|
|
3,659
|
|
3,549
|
|
No
|
1/31/2007 - 11/29/2018
|
|||
Pension Plan for Hospital & Health Care Employees Philadelphia & Vicinity
|
23-2627428/ 001
|
Critical
|
Endangered
|
Implemented
|
216
|
|
198
|
|
156
|
|
No
|
1/31/2018
|
|||
Local 731 IBT Textile Maintenance and Laundry Craft Pension Fund
|
51-6056180/ 001
|
Critical
|
Critical
|
Implemented
|
813
|
|
768
|
|
668
|
|
No
|
4/29/2016
|
|||
SEIU National Industry Pension Fund
|
52-6148540/ 001
|
Critical
|
Critical
|
Implemented
|
404
|
|
298
|
|
47
|
|
No
|
4/14/2016 - 12/31/2016
|
|||
Local 171 Pension Plan
|
37-6155648/ 001
|
Critical and Declining
|
Critical
|
Implemented
|
83
|
|
79
|
|
62
|
|
No
|
7/7/2017
|
|||
Other funds
|
|
|
|
|
14,440
|
|
13,994
|
|
13,563
|
|
|
|
|||
Total contributions
|
|
|
|
|
$
|
27,141
|
|
$
|
26,403
|
|
$
|
25,123
|
|
|
|
(1)
|
Over 60% of the Company's participants in this fund are covered by a single CBA that expires on 6/30/2018.
|
(2)
|
Over 90% of the Company's participants in this fund are covered by a single CBA that expires on 6/30/2019.
|
Pension
Fund |
|
Contributions to the plan exceeded more than 5% of total contributions (as of the plan's year-end)
|
Local 1102 Retirement Trust
|
|
12/31/2015 and 12/31/2014
|
Service Employees Pension Fund of Upstate New York
|
|
12/31/2015 and 12/31/2014
|
Local 731 IBT Textile Maintenance and Laundry Craft Pension Fund
|
|
12/31/2015 and 12/31/2014
|
Local 171 Pension Plan
|
|
12/31/2015 and 12/31/2014
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
United States
|
|
$
|
284,216
|
|
|
$
|
250,069
|
|
|
$
|
110,936
|
|
Non-U.S.
|
|
146,715
|
|
|
91,927
|
|
|
118,741
|
|
|||
|
|
$
|
430,931
|
|
|
$
|
341,996
|
|
|
$
|
229,677
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
39,510
|
|
|
$
|
64,221
|
|
|
$
|
6,692
|
|
State and local
|
|
15,750
|
|
|
15,223
|
|
|
5,308
|
|
|||
Non-U.S.
|
|
35,023
|
|
|
29,684
|
|
|
30,846
|
|
|||
|
|
90,283
|
|
|
109,128
|
|
|
42,846
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
47,323
|
|
|
(585
|
)
|
|
32,843
|
|
|||
State and local
|
|
(740
|
)
|
|
(208
|
)
|
|
2,515
|
|
|||
Non-U.S.
|
|
5,833
|
|
|
(3,315
|
)
|
|
2,014
|
|
|||
|
|
52,416
|
|
|
(4,108
|
)
|
|
37,372
|
|
|||
|
|
$
|
142,699
|
|
|
$
|
105,020
|
|
|
$
|
80,218
|
|
|
|
Fiscal Year Ended
|
|||||||
|
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
|||
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
|
|
2.3
|
|
|
2.9
|
|
|
2.2
|
|
Foreign taxes
|
|
(1.4
|
)
|
|
(3.7
|
)
|
|
(2.3
|
)
|
Permanent book/tax differences
|
|
0.3
|
|
|
0.3
|
|
|
2.7
|
|
Uncertain tax positions
|
|
0.1
|
|
|
(0.5
|
)
|
|
(0.4
|
)
|
Tax credits & other
|
|
(3.2
|
)
|
|
(3.3
|
)
|
|
(2.3
|
)
|
Effective income tax rate
|
|
33.1
|
%
|
|
30.7
|
%
|
|
34.9
|
%
|
|
|
September 30, 2016
|
|
October 2, 2015
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Property and equipment
|
|
$
|
87,191
|
|
|
$
|
54,218
|
|
Investments
|
|
46,125
|
|
|
29,526
|
|
||
Other intangible assets, including goodwill
|
|
655,319
|
|
|
654,568
|
|
||
Inventory and Other
|
|
113,693
|
|
|
110,869
|
|
||
Gross deferred tax liability
|
|
902,328
|
|
|
849,181
|
|
||
Deferred tax assets:
|
|
|
|
|
||||
Derivatives
|
|
1,618
|
|
|
5,282
|
|
||
Insurance
|
|
19,276
|
|
|
21,737
|
|
||
Employee compensation and benefits
|
|
249,509
|
|
|
219,645
|
|
||
Accruals and allowances
|
|
21,716
|
|
|
20,836
|
|
||
Net operating loss/credit carryforwards and other
|
|
26,707
|
|
|
32,884
|
|
||
Gross deferred tax asset, before valuation allowances
|
|
318,826
|
|
|
300,384
|
|
||
Valuation allowances
|
|
(7,352
|
)
|
|
(8,630
|
)
|
||
Net deferred tax liability
|
|
$
|
590,854
|
|
|
$
|
557,427
|
|
|
September 30, 2016
|
|
October 2, 2015
|
||||
Balance, beginning of year
|
$
|
21,412
|
|
|
$
|
26,217
|
|
Additions based on tax positions taken in the current year
|
481
|
|
|
270
|
|
||
Additions/Reductions for tax positions taken in prior years
|
2,141
|
|
|
1,715
|
|
||
Reductions for remeasurements, settlements and payments
|
(185
|
)
|
|
(6,004
|
)
|
||
Reductions due to statute expiration
|
(1,097
|
)
|
|
(786
|
)
|
||
Balance, end of year
|
$
|
22,752
|
|
|
$
|
21,412
|
|
|
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
Dividend payments
|
|
$
|
92.1
|
|
|
$
|
81.9
|
|
|
$
|
52.2
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
TBOs
|
|
$
|
18.8
|
|
|
$
|
16.4
|
|
|
$
|
12.9
|
|
PBOs
(1)
|
|
—
|
|
|
10.8
|
|
|
58.5
|
|
|||
RSUs
|
|
21.4
|
|
|
19.5
|
|
|
14.2
|
|
|||
PSUs
|
|
13.9
|
|
|
17.4
|
|
|
7.2
|
|
|||
Deferred Stock and Other Units
|
|
2.8
|
|
|
2.3
|
|
|
3.5
|
|
|||
|
|
$
|
56.9
|
|
|
$
|
66.4
|
|
|
$
|
96.3
|
|
|
|
|
|
|
|
|
||||||
Taxes related to share-based compensation
|
|
$
|
22.3
|
|
|
$
|
26.0
|
|
|
$
|
37.6
|
|
Cash Received from Option Exercises
|
|
35.7
|
|
|
39.9
|
|
|
4.4
|
|
|||
Tax Benefit on Option Exercises
(2)
|
|
32.0
|
|
|
66.3
|
|
|
40.5
|
|
(1)
|
Fiscal 2014 compensation expense for PBOs includes approximately $50.9 million related to the missed year options that were modified.
|
(2)
|
The tax benefit on option exercises and restricted stock unit deliveries is included in "Other financing activities" in the Consolidated Statements of Cash Flows.
|
|
|
Unrecognized Compensation Expense (in millions)
|
|
Weighted-Average Period (Years)
|
||
TBOs
|
|
$
|
28.6
|
|
|
2.38
|
RSUs
|
|
22.5
|
|
|
2.28
|
|
PSUs
|
|
14.5
|
|
|
1.89
|
|
Total
|
|
$
|
65.6
|
|
|
|
|
|
Fiscal Year Ended
|
||||
|
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
Expected volatility
|
|
30%
|
|
30%
|
|
30%
|
Expected dividend yield
|
|
1.15% - 1.25%
|
|
1.05% - 1.20%
|
|
1.5%
|
Expected life (in years)
|
|
6.25
|
|
6.25
|
|
6.25
|
Risk-free interest rate
|
|
1.50% - 2.04%
|
|
1.60% - 2.07%
|
|
2.06% - 2.33%
|
Weighted-average grant-date fair value
|
|
$9.21
|
|
$8.34
|
|
$6.72
|
Options
|
|
Shares
(000s) |
|
Weighted-
Average Exercise Price |
|
Aggregate Intrinsic Value ($000s)
|
|
Weighted-Average Remaining Term (Years)
|
|||||
Outstanding at October 2, 2015
|
|
13,266
|
|
|
$
|
18.24
|
|
|
|
|
|
||
Granted
|
|
2,308
|
|
|
$
|
32.55
|
|
|
|
|
|
||
Exercised
|
|
(2,429
|
)
|
|
$
|
13.42
|
|
|
|
|
|
||
Forfeited and expired
|
|
(791
|
)
|
|
$
|
24.35
|
|
|
|
|
|
||
Outstanding at September 30, 2016
|
|
12,354
|
|
|
$
|
21.48
|
|
|
$
|
204,412
|
|
|
6.9
|
Exercisable at September 30, 2016
|
|
6,569
|
|
|
$
|
16.29
|
|
|
$
|
142,824
|
|
|
5.8
|
Expected to vest at September 30, 2016
|
|
6,633
|
|
|
$
|
26.37
|
|
|
$
|
27,715
|
|
|
8.0
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
Total intrinsic value exercised (in millions)
|
|
$
|
49.9
|
|
|
$
|
107.8
|
|
|
$
|
79.9
|
|
Total fair value that vested (in millions)
|
|
17.5
|
|
|
13.7
|
|
|
13.2
|
|
Options
|
|
Shares
(000s) |
|
Weighted-
Average Exercise Price |
|
Aggregate Intrinsic Value ($000s)
|
|
Weighted-Average Remaining Term (Years)
|
|||||
Outstanding at October 2, 2015
|
|
4,785
|
|
|
$
|
10.74
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
|
(1,602
|
)
|
|
$
|
9.15
|
|
|
|
|
|
||
Forfeited and expired
|
|
(9
|
)
|
|
$
|
11.79
|
|
|
|
|
|
||
Outstanding at September 30, 2016
|
|
3,174
|
|
|
$
|
11.54
|
|
|
$
|
84,054
|
|
|
4.2
|
Exercisable at September 30, 2016
|
|
3,174
|
|
|
$
|
11.54
|
|
|
$
|
84,054
|
|
|
4.2
|
Restricted Stock Units
|
|
Units
(000s) |
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at October 2, 2015
|
|
2,282
|
|
$
|
21.61
|
|
|
Granted
|
|
575
|
|
$
|
32.65
|
|
|
Vested
|
|
(1,004)
|
|
$
|
20.61
|
|
|
Forfeited
|
|
(233)
|
|
$
|
21.04
|
|
|
Outstanding at September 30, 2016
|
|
1,620
|
|
|
$
|
25.87
|
|
Performance Stock Units
|
|
Units
(000s) |
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at October 2, 2015
|
|
1,270
|
|
$
|
27.20
|
|
|
Granted
|
|
669
|
|
$
|
32.64
|
|
|
Vested
|
|
(516)
|
|
$
|
26.70
|
|
|
Forfeited
|
|
(125)
|
|
$
|
29.21
|
|
|
Outstanding at September 30, 2016
|
|
1,298
|
|
|
$
|
30.02
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
Earnings:
|
|
|
|
|
|
|
||||||
Net income attributable to Aramark stockholders
|
|
$
|
287,806
|
|
|
$
|
235,946
|
|
|
$
|
148,956
|
|
Shares:
|
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding
|
|
242,286
|
|
|
237,616
|
|
|
225,866
|
|
|||
Effect of dilutive securities
|
|
6,477
|
|
|
9,000
|
|
|
11,585
|
|
|||
Diluted weighted-average shares outstanding
|
|
248,763
|
|
|
246,616
|
|
|
237,451
|
|
|||
|
|
|
|
|
|
|
||||||
Basic Earnings Per Share:
|
|
|
|
|
|
|
||||||
Net income attributable to Aramark stockholders
|
|
$
|
1.19
|
|
|
$
|
0.99
|
|
|
$
|
0.66
|
|
Diluted Earnings Per Share:
|
|
|
|
|
|
|
||||||
Net income attributable to Aramark stockholders
|
|
$
|
1.16
|
|
|
$
|
0.96
|
|
|
$
|
0.63
|
|
2017
|
$
|
238,462
|
|
2018
|
92,589
|
|
|
2019
|
56,430
|
|
|
2020
|
56,835
|
|
|
2021
|
39,604
|
|
|
2022-Thereafter
|
229,209
|
|
|
Total minimum rental obligations
|
$
|
713,129
|
|
|
|
Quarter Ended
|
||||||||||||||
|
|
January 1, 2016
|
|
April 1, 2016
|
|
July 1, 2016
|
|
September 30, 2016
|
||||||||
Sales
|
|
$
|
3,710,275
|
|
|
$
|
3,574,822
|
|
|
$
|
3,586,908
|
|
|
$
|
3,543,824
|
|
Cost of services provided
|
|
3,294,523
|
|
|
3,209,710
|
|
|
3,233,884
|
|
|
3,152,291
|
|
||||
Net income
|
|
93,436
|
|
|
66,497
|
|
|
44,858
|
|
|
83,441
|
|
||||
Net income attributable to Aramark stockholders
|
|
93,343
|
|
|
66,354
|
|
|
44,765
|
|
|
83,344
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.39
|
|
|
$
|
0.27
|
|
|
$
|
0.18
|
|
|
$
|
0.34
|
|
Diluted
|
|
0.38
|
|
|
0.27
|
|
|
0.18
|
|
|
0.33
|
|
||||
Dividends declared per common share
|
|
0.095
|
|
|
0.095
|
|
|
0.095
|
|
|
0.095
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
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
|
|
||||
Net income
|
|
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
|
|
|
Sales
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
FSS North America
|
$
|
10,122.3
|
|
|
$
|
9,950.3
|
|
|
$
|
10,232.8
|
|
FSS International
|
2,729.8
|
|
|
2,858.2
|
|
|
3,111.2
|
|
|||
Uniform
|
1,563.7
|
|
|
1,520.6
|
|
|
1,488.9
|
|
|||
|
$
|
14,415.8
|
|
|
$
|
14,329.1
|
|
|
$
|
14,832.9
|
|
|
Operating Income
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
FSS North America
|
$
|
546.4
|
|
|
$
|
494.5
|
|
|
$
|
501.3
|
|
FSS International
|
129.1
|
|
|
95.3
|
|
|
106.2
|
|
|||
Uniform
|
195.3
|
|
|
191.8
|
|
|
172.1
|
|
|||
|
870.8
|
|
|
781.6
|
|
|
779.6
|
|
|||
Corporate
|
(124.5
|
)
|
|
(153.7
|
)
|
|
(215.0
|
)
|
|||
Operating Income
|
746.3
|
|
|
627.9
|
|
|
564.6
|
|
|||
Interest and Other Financing Costs, net
|
(315.4
|
)
|
|
(285.9
|
)
|
|
(334.9
|
)
|
|||
Income Before Income Taxes
|
$
|
430.9
|
|
|
$
|
342.0
|
|
|
$
|
229.7
|
|
|
Depreciation and Amortization
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
FSS North America
|
$
|
373.2
|
|
|
$
|
385.2
|
|
|
$
|
381.0
|
|
FSS International
|
46.3
|
|
|
47.1
|
|
|
59.2
|
|
|||
Uniform
|
73.9
|
|
|
70.2
|
|
|
79.6
|
|
|||
Corporate
|
2.4
|
|
|
1.5
|
|
|
1.8
|
|
|||
|
$
|
495.8
|
|
|
$
|
504.0
|
|
|
$
|
521.6
|
|
|
Capital Expenditures and
Client Contract Investments and Other*
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
FSS North America
|
$
|
378.9
|
|
|
$
|
395.3
|
|
|
$
|
431.3
|
|
FSS International
|
92.6
|
|
|
49.1
|
|
|
48.4
|
|
|||
Uniform
|
70.7
|
|
|
72.6
|
|
|
53.8
|
|
|||
Corporate
|
3.3
|
|
|
7.4
|
|
|
18.4
|
|
|||
|
$
|
545.5
|
|
|
$
|
524.4
|
|
|
$
|
551.9
|
|
* Includes amounts acquired in business combinations
|
|
|
|
|
|
|
Identifiable Assets
|
||||||
|
September 30, 2016
|
|
October 2, 2015
|
||||
FSS North America
|
$
|
7,067.5
|
|
|
$
|
6,955.9
|
|
FSS International
|
1,521.3
|
|
|
1,369.9
|
|
||
Uniform
|
1,786.4
|
|
|
1,751.7
|
|
||
Corporate
|
206.9
|
|
|
118.9
|
|
||
|
$
|
10,582.1
|
|
|
$
|
10,196.4
|
|
|
Sales
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
October 3, 2014
|
||||||
United States
|
$
|
11,011.5
|
|
|
$
|
10,727.8
|
|
|
$
|
10,798.5
|
|
Foreign
|
3,404.3
|
|
|
3,601.3
|
|
|
4,034.4
|
|
|||
|
$
|
14,415.8
|
|
|
$
|
14,329.1
|
|
|
$
|
14,832.9
|
|
|
Property and Equipment, net
|
||||||
|
September 30, 2016
|
|
October 2, 2015
|
||||
United States
|
$
|
844.3
|
|
|
$
|
817.0
|
|
Foreign
|
178.8
|
|
|
142.3
|
|
||
|
$
|
1,023.1
|
|
|
$
|
959.3
|
|
•
|
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
|
$
|
5
|
|
|
$
|
47,850
|
|
|
$
|
31,344
|
|
|
$
|
73,381
|
|
|
$
|
—
|
|
|
$
|
152,580
|
|
Receivables
|
—
|
|
|
167
|
|
|
265,124
|
|
|
1,211,058
|
|
|
—
|
|
|
1,476,349
|
|
||||||
Inventories
|
—
|
|
|
15,284
|
|
|
492,855
|
|
|
79,016
|
|
|
—
|
|
|
587,155
|
|
||||||
Prepayments and other current assets
|
—
|
|
|
69,033
|
|
|
98,779
|
|
|
108,675
|
|
|
—
|
|
|
276,487
|
|
||||||
Total current assets
|
5
|
|
|
132,334
|
|
|
888,102
|
|
|
1,472,130
|
|
|
—
|
|
|
2,492,571
|
|
||||||
Property and Equipment, net
|
—
|
|
|
30,201
|
|
|
782,347
|
|
|
210,535
|
|
|
—
|
|
|
1,023,083
|
|
||||||
Goodwill
|
—
|
|
|
173,104
|
|
|
3,982,737
|
|
|
473,040
|
|
|
—
|
|
|
4,628,881
|
|
||||||
Investment in and Advances to Subsidiaries
|
2,161,101
|
|
|
5,450,692
|
|
|
598,759
|
|
|
230,488
|
|
|
(8,441,040
|
)
|
|
—
|
|
||||||
Other Intangible Assets
|
—
|
|
|
29,729
|
|
|
894,274
|
|
|
187,880
|
|
|
—
|
|
|
1,111,883
|
|
||||||
Other Assets
|
—
|
|
|
56,850
|
|
|
1,028,887
|
|
|
241,919
|
|
|
(2,002
|
)
|
|
1,325,654
|
|
||||||
|
$
|
2,161,106
|
|
|
$
|
5,872,910
|
|
|
$
|
8,175,106
|
|
|
$
|
2,815,992
|
|
|
$
|
(8,443,042
|
)
|
|
$
|
10,582,072
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term borrowings
|
$
|
—
|
|
|
$
|
21,998
|
|
|
$
|
15,598
|
|
|
$
|
8,926
|
|
|
$
|
—
|
|
|
$
|
46,522
|
|
Accounts payable
|
—
|
|
|
156,471
|
|
|
415,481
|
|
|
275,636
|
|
|
—
|
|
|
847,588
|
|
||||||
Accrued expenses and other liabilities
|
100
|
|
|
145,314
|
|
|
827,213
|
|
|
319,447
|
|
|
(1,439
|
)
|
|
1,290,635
|
|
||||||
Total current liabilities
|
100
|
|
|
323,783
|
|
|
1,258,292
|
|
|
604,009
|
|
|
(1,439
|
)
|
|
2,184,745
|
|
||||||
Long-term Borrowings
|
—
|
|
|
4,570,931
|
|
|
62,892
|
|
|
589,691
|
|
|
—
|
|
|
5,223,514
|
|
||||||
Deferred Income Taxes and Other Noncurrent Liabilities
|
—
|
|
|
440,839
|
|
|
510,254
|
|
|
51,920
|
|
|
—
|
|
|
1,003,013
|
|
||||||
Intercompany Payable
|
—
|
|
|
—
|
|
|
4,619,489
|
|
|
1,400,741
|
|
|
(6,020,230
|
)
|
|
—
|
|
||||||
Redeemable Noncontrolling Interest
|
—
|
|
|
—
|
|
|
9,794
|
|
|
—
|
|
|
—
|
|
|
9,794
|
|
||||||
Total Stockholders' Equity
|
2,161,006
|
|
|
537,357
|
|
|
1,714,385
|
|
|
169,631
|
|
|
(2,421,373
|
)
|
|
2,161,006
|
|
||||||
|
$
|
2,161,106
|
|
|
$
|
5,872,910
|
|
|
$
|
8,175,106
|
|
|
$
|
2,815,992
|
|
|
$
|
(8,443,042
|
)
|
|
$
|
10,582,072
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
5
|
|
|
$
|
31,792
|
|
|
$
|
42,811
|
|
|
$
|
47,808
|
|
|
$
|
—
|
|
|
$
|
122,416
|
|
Receivables
|
—
|
|
|
3,721
|
|
|
295,618
|
|
|
1,145,235
|
|
|
—
|
|
|
1,444,574
|
|
||||||
Inventories
|
—
|
|
|
15,981
|
|
|
487,551
|
|
|
71,731
|
|
|
—
|
|
|
575,263
|
|
||||||
Prepayments and other current assets
|
—
|
|
|
59,706
|
|
|
74,395
|
|
|
102,769
|
|
|
—
|
|
|
236,870
|
|
||||||
Total current assets
|
5
|
|
|
111,200
|
|
|
900,375
|
|
|
1,367,543
|
|
|
—
|
|
|
2,379,123
|
|
||||||
Property and Equipment, net
|
—
|
|
|
20,713
|
|
|
785,274
|
|
|
153,358
|
|
|
—
|
|
|
959,345
|
|
||||||
Goodwill
|
—
|
|
|
173,104
|
|
|
3,982,737
|
|
|
403,127
|
|
|
—
|
|
|
4,558,968
|
|
||||||
Investment in and Advances to Subsidiaries
|
1,883,454
|
|
|
5,586,010
|
|
|
479,517
|
|
|
16,121
|
|
|
(7,965,102
|
)
|
|
—
|
|
||||||
Other Intangible Assets
|
—
|
|
|
29,729
|
|
|
985,449
|
|
|
96,802
|
|
|
—
|
|
|
1,111,980
|
|
||||||
Other Assets
|
—
|
|
|
40,128
|
|
|
919,811
|
|
|
229,004
|
|
|
(2,002
|
)
|
|
1,186,941
|
|
||||||
|
$
|
1,883,459
|
|
|
$
|
5,960,884
|
|
|
$
|
8,053,163
|
|
|
$
|
2,265,955
|
|
|
$
|
(7,967,104
|
)
|
|
$
|
10,196,357
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term borrowings
|
$
|
—
|
|
|
$
|
21,921
|
|
|
$
|
13,013
|
|
|
$
|
46,493
|
|
|
$
|
—
|
|
|
$
|
81,427
|
|
Accounts payable
|
—
|
|
|
152,844
|
|
|
419,188
|
|
|
278,008
|
|
|
—
|
|
|
850,040
|
|
||||||
Accrued expenses and other liabilities
|
100
|
|
|
135,540
|
|
|
818,610
|
|
|
295,183
|
|
|
88
|
|
|
1,249,521
|
|
||||||
Total current liabilities
|
100
|
|
|
310,305
|
|
|
1,250,811
|
|
|
619,684
|
|
|
88
|
|
|
2,180,988
|
|
||||||
Long-term Borrowings
|
—
|
|
|
4,366,341
|
|
|
44,464
|
|
|
773,792
|
|
|
—
|
|
|
5,184,597
|
|
||||||
Deferred Income Taxes and Other Noncurrent Liabilities
|
—
|
|
|
415,284
|
|
|
500,632
|
|
|
21,395
|
|
|
—
|
|
|
937,311
|
|
||||||
Intercompany Payable
|
—
|
|
|
—
|
|
|
5,096,806
|
|
|
1,075,836
|
|
|
(6,172,642
|
)
|
|
—
|
|
||||||
Redeemable Noncontrolling Interest
|
—
|
|
|
—
|
|
|
10,102
|
|
|
—
|
|
|
—
|
|
|
10,102
|
|
||||||
Total Stockholders' Equity
|
1,883,359
|
|
|
868,954
|
|
|
1,150,348
|
|
|
(224,752
|
)
|
|
(1,794,550
|
)
|
|
1,883,359
|
|
||||||
|
$
|
1,883,459
|
|
|
$
|
5,960,884
|
|
|
$
|
8,053,163
|
|
|
$
|
2,265,955
|
|
|
$
|
(7,967,104
|
)
|
|
$
|
10,196,357
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
1,025,664
|
|
|
$
|
9,670,207
|
|
|
$
|
3,719,958
|
|
|
$
|
—
|
|
|
$
|
14,415,829
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
939,925
|
|
|
8,536,196
|
|
|
3,414,287
|
|
|
—
|
|
|
12,890,408
|
|
||||||
Depreciation and amortization
|
—
|
|
|
15,670
|
|
|
406,154
|
|
|
73,941
|
|
|
—
|
|
|
495,765
|
|
||||||
Selling and general corporate expenses
|
—
|
|
|
134,705
|
|
|
130,153
|
|
|
18,484
|
|
|
—
|
|
|
283,342
|
|
||||||
Interest and other financing costs, net
|
—
|
|
|
293,072
|
|
|
(2,513
|
)
|
|
24,824
|
|
|
—
|
|
|
315,383
|
|
||||||
Expense allocations
|
—
|
|
|
(358,897
|
)
|
|
308,928
|
|
|
49,969
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
1,024,475
|
|
|
9,378,918
|
|
|
3,581,505
|
|
|
—
|
|
|
13,984,898
|
|
||||||
Income before Income Taxes
|
—
|
|
|
1,189
|
|
|
291,289
|
|
|
138,453
|
|
|
—
|
|
|
430,931
|
|
||||||
Provision for Income Taxes
|
—
|
|
|
427
|
|
|
104,377
|
|
|
37,895
|
|
|
—
|
|
|
142,699
|
|
||||||
Equity in Net Income of Subsidiaries
|
287,806
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(287,806
|
)
|
|
—
|
|
||||||
Net income
|
287,806
|
|
|
762
|
|
|
186,912
|
|
|
100,558
|
|
|
(287,806
|
)
|
|
288,232
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
426
|
|
|
—
|
|
|
—
|
|
|
426
|
|
||||||
Net income attributable to Aramark stockholders
|
287,806
|
|
|
762
|
|
|
186,486
|
|
|
100,558
|
|
|
(287,806
|
)
|
|
287,806
|
|
||||||
Other comprehensive income (loss), net of tax
|
(14,215
|
)
|
|
(16,093
|
)
|
|
(7,284
|
)
|
|
1,176
|
|
|
22,201
|
|
|
(14,215
|
)
|
||||||
Comprehensive income (loss) attributable to Aramark stockholders
|
$
|
273,591
|
|
|
$
|
(15,331
|
)
|
|
$
|
179,202
|
|
|
$
|
101,734
|
|
|
$
|
(265,605
|
)
|
|
$
|
273,591
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
1,014,783
|
|
|
$
|
9,517,309
|
|
|
$
|
3,797,043
|
|
|
$
|
—
|
|
|
$
|
14,329,135
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
900,073
|
|
|
8,438,851
|
|
|
3,541,500
|
|
|
—
|
|
|
12,880,424
|
|
||||||
Depreciation and amortization
|
—
|
|
|
11,350
|
|
|
415,985
|
|
|
76,698
|
|
|
—
|
|
|
504,033
|
|
||||||
Selling and general corporate expenses
|
2,177
|
|
|
162,423
|
|
|
135,398
|
|
|
16,742
|
|
|
—
|
|
|
316,740
|
|
||||||
Interest and other financing costs, net
|
—
|
|
|
255,761
|
|
|
(2,404
|
)
|
|
32,585
|
|
|
—
|
|
|
285,942
|
|
||||||
Expense allocations
|
(2,177
|
)
|
|
(334,778
|
)
|
|
306,915
|
|
|
30,040
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
994,829
|
|
|
9,294,745
|
|
|
3,697,565
|
|
|
—
|
|
|
13,987,139
|
|
||||||
Income Before Income Taxes
|
—
|
|
|
19,954
|
|
|
222,564
|
|
|
99,478
|
|
|
—
|
|
|
341,996
|
|
||||||
Provision for Income Taxes
|
—
|
|
|
6,007
|
|
|
70,050
|
|
|
28,963
|
|
|
—
|
|
|
105,020
|
|
||||||
Equity in Net Income of Subsidiaries
|
235,946
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(235,946
|
)
|
|
—
|
|
||||||
Net income
|
235,946
|
|
|
13,947
|
|
|
152,514
|
|
|
70,515
|
|
|
(235,946
|
)
|
|
236,976
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
1,030
|
|
|
—
|
|
|
—
|
|
|
1,030
|
|
||||||
Net income attributable to Aramark stockholders
|
235,946
|
|
|
13,947
|
|
|
151,484
|
|
|
70,515
|
|
|
(235,946
|
)
|
|
235,946
|
|
||||||
Other comprehensive income (loss), net of tax
|
(60,270
|
)
|
|
(12,872
|
)
|
|
(2,958
|
)
|
|
(78,946
|
)
|
|
94,776
|
|
|
(60,270
|
)
|
||||||
Comprehensive income (loss) attributable to Aramark stockholders
|
$
|
175,676
|
|
|
$
|
1,075
|
|
|
$
|
148,526
|
|
|
$
|
(8,431
|
)
|
|
$
|
(141,170
|
)
|
|
$
|
175,676
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
1,047,371
|
|
|
$
|
9,544,705
|
|
|
$
|
4,240,837
|
|
|
$
|
—
|
|
|
$
|
14,832,913
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
929,087
|
|
|
8,506,445
|
|
|
3,928,386
|
|
|
—
|
|
|
13,363,918
|
|
||||||
Depreciation and amortization
|
—
|
|
|
13,683
|
|
|
412,075
|
|
|
95,823
|
|
|
—
|
|
|
521,581
|
|
||||||
Selling and general corporate expenses
|
7,836
|
|
|
216,556
|
|
|
139,221
|
|
|
19,238
|
|
|
—
|
|
|
382,851
|
|
||||||
Interest and other financing costs, net
|
—
|
|
|
302,884
|
|
|
(1,216
|
)
|
|
33,218
|
|
|
—
|
|
|
334,886
|
|
||||||
Expense allocations
|
(7,836
|
)
|
|
(376,795
|
)
|
|
342,270
|
|
|
42,361
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
1,085,415
|
|
|
9,398,795
|
|
|
4,119,026
|
|
|
—
|
|
|
14,603,236
|
|
||||||
Income (Loss) Before Income Taxes
|
—
|
|
|
(38,044
|
)
|
|
145,910
|
|
|
121,811
|
|
|
—
|
|
|
229,677
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
(15,578
|
)
|
|
62,936
|
|
|
32,860
|
|
|
—
|
|
|
80,218
|
|
||||||
Equity in Net Income of Subsidiaries
|
148,956
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148,956
|
)
|
|
—
|
|
||||||
Net income (loss)
|
148,956
|
|
|
(22,466
|
)
|
|
82,974
|
|
|
88,951
|
|
|
(148,956
|
)
|
|
149,459
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
503
|
|
|
—
|
|
|
—
|
|
|
503
|
|
||||||
Net income (loss) attributable to Aramark stockholders
|
148,956
|
|
|
(22,466
|
)
|
|
82,471
|
|
|
88,951
|
|
|
(148,956
|
)
|
|
148,956
|
|
||||||
Other comprehensive income (loss), net of tax
|
(47,073
|
)
|
|
12,123
|
|
|
(638
|
)
|
|
(82,604
|
)
|
|
71,119
|
|
|
(47,073
|
)
|
||||||
Comprehensive income (loss) attributable to Aramark stockholders
|
$
|
101,883
|
|
|
$
|
(10,343
|
)
|
|
$
|
81,833
|
|
|
$
|
6,347
|
|
|
$
|
(77,837
|
)
|
|
$
|
101,883
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
100,116
|
|
|
$
|
587,572
|
|
|
$
|
124,191
|
|
|
$
|
(5,239
|
)
|
|
$
|
806,640
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment, client contract investments and other
|
—
|
|
|
(22,326
|
)
|
|
(419,009
|
)
|
|
(71,197
|
)
|
|
—
|
|
|
(512,532
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
1,832
|
|
|
20,353
|
|
|
4,639
|
|
|
—
|
|
|
26,824
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(231
|
)
|
|
(199,146
|
)
|
|
—
|
|
|
(199,377
|
)
|
||||||
Other investing activities
|
—
|
|
|
1,576
|
|
|
5,202
|
|
|
(1,438
|
)
|
|
—
|
|
|
5,340
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(18,918
|
)
|
|
(393,685
|
)
|
|
(267,142
|
)
|
|
—
|
|
|
(679,745
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
1,397,714
|
|
|
—
|
|
|
2,274
|
|
|
—
|
|
|
1,399,988
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(1,217,292
|
)
|
|
(15,418
|
)
|
|
(130,824
|
)
|
|
—
|
|
|
(1,363,534
|
)
|
||||||
Net change in funding under the Receivables Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,000
|
)
|
|
—
|
|
|
(82,000
|
)
|
||||||
Payments of dividends
|
—
|
|
|
(92,074
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92,074
|
)
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
35,705
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,705
|
|
||||||
Repurchase of common stock
|
—
|
|
|
(749
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(749
|
)
|
||||||
Other financing activities
|
—
|
|
|
9,179
|
|
|
(2,513
|
)
|
|
(733
|
)
|
|
—
|
|
|
5,933
|
|
||||||
Change in intercompany, net
|
—
|
|
|
(197,623
|
)
|
|
(187,423
|
)
|
|
379,807
|
|
|
5,239
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
(65,140
|
)
|
|
(205,354
|
)
|
|
168,524
|
|
|
5,239
|
|
|
(96,731
|
)
|
||||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
16,058
|
|
|
(11,467
|
)
|
|
25,573
|
|
|
—
|
|
|
30,164
|
|
||||||
Cash and cash equivalents, beginning of period
|
5
|
|
|
31,792
|
|
|
42,811
|
|
|
47,808
|
|
|
—
|
|
|
122,416
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
5
|
|
|
$
|
47,850
|
|
|
$
|
31,344
|
|
|
$
|
73,381
|
|
|
$
|
—
|
|
|
$
|
152,580
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(654
|
)
|
|
$
|
51,010
|
|
|
$
|
318,988
|
|
|
$
|
318,647
|
|
|
$
|
(4,955
|
)
|
|
$
|
683,036
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment, client contract investments and other
|
—
|
|
|
(13,871
|
)
|
|
(444,962
|
)
|
|
(65,551
|
)
|
|
—
|
|
|
(524,384
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
454
|
|
|
8,927
|
|
|
9,747
|
|
|
—
|
|
|
19,128
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(3,377
|
)
|
|
—
|
|
|
—
|
|
|
(3,377
|
)
|
||||||
Other investing activities
|
—
|
|
|
(975
|
)
|
|
(825
|
)
|
|
6,099
|
|
|
—
|
|
|
4,299
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(14,392
|
)
|
|
(440,237
|
)
|
|
(49,705
|
)
|
|
—
|
|
|
(504,334
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
70,000
|
|
|
—
|
|
|
1,926
|
|
|
—
|
|
|
71,926
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(178,919
|
)
|
|
(14,670
|
)
|
|
(16,032
|
)
|
|
—
|
|
|
(209,621
|
)
|
||||||
Payments of dividends
|
—
|
|
|
(81,898
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81,898
|
)
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
39,946
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,946
|
|
||||||
Repurchase of common stock
|
—
|
|
|
(50,176
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,176
|
)
|
||||||
Other financing activities
|
—
|
|
|
66,313
|
|
|
(3,877
|
)
|
|
(589
|
)
|
|
—
|
|
|
61,847
|
|
||||||
Change in intercompany, net
|
654
|
|
|
103,624
|
|
|
140,968
|
|
|
(250,201
|
)
|
|
4,955
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
654
|
|
|
(31,110
|
)
|
|
122,421
|
|
|
(264,896
|
)
|
|
4,955
|
|
|
(167,976
|
)
|
||||||
Increase in cash and cash equivalents
|
—
|
|
|
5,508
|
|
|
1,172
|
|
|
4,046
|
|
|
—
|
|
|
10,726
|
|
||||||
Cash and cash equivalents, beginning of period
|
5
|
|
|
26,284
|
|
|
41,639
|
|
|
43,762
|
|
|
—
|
|
|
111,690
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
5
|
|
|
$
|
31,792
|
|
|
$
|
42,811
|
|
|
$
|
47,808
|
|
|
$
|
—
|
|
|
$
|
122,416
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
450
|
|
|
$
|
65,605
|
|
|
$
|
470,472
|
|
|
$
|
(105,412
|
)
|
|
$
|
(32,956
|
)
|
|
$
|
398,159
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment, client contract investments and other
|
—
|
|
|
(20,219
|
)
|
|
(456,671
|
)
|
|
(68,304
|
)
|
|
—
|
|
|
(545,194
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
8,446
|
|
|
6,219
|
|
|
13,829
|
|
|
—
|
|
|
28,494
|
|
||||||
Proceeds from divestitures
|
—
|
|
|
—
|
|
|
24,000
|
|
|
—
|
|
|
—
|
|
|
24,000
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(13,261
|
)
|
|
(8,195
|
)
|
|
—
|
|
|
(21,456
|
)
|
||||||
Other investing activities
|
—
|
|
|
265
|
|
|
14,058
|
|
|
(5,389
|
)
|
|
—
|
|
|
8,934
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(11,508
|
)
|
|
(425,655
|
)
|
|
(68,059
|
)
|
|
—
|
|
|
(505,222
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
1,293,745
|
|
|
—
|
|
|
277,073
|
|
|
—
|
|
|
1,570,818
|
|
||||||
Payments of long-term borrowings
|
|
|
(1,877,379
|
)
|
|
(14,558
|
)
|
|
(86,669
|
)
|
|
—
|
|
|
(1,978,606
|
)
|
|||||||
Net change in funding under the Receivables Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|
—
|
|
|
50,000
|
|
||||||
Payments of dividends
|
—
|
|
|
(52,186
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52,186
|
)
|
||||||
Proceeds from initial public offering, net
|
524,081
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
524,081
|
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
4,408
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,408
|
|
||||||
Repurchase of common stock
|
—
|
|
|
(4,730
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,730
|
)
|
||||||
Other financing activities
|
—
|
|
|
4,377
|
|
|
(6,382
|
)
|
|
(4,025
|
)
|
|
—
|
|
|
(6,030
|
)
|
||||||
Change in intercompany, net
|
(524,531
|
)
|
|
580,983
|
|
|
(22,725
|
)
|
|
(66,683
|
)
|
|
32,956
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
(450
|
)
|
|
(50,782
|
)
|
|
(43,665
|
)
|
|
169,696
|
|
|
32,956
|
|
|
107,755
|
|
||||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
3,315
|
|
|
1,152
|
|
|
(3,775
|
)
|
|
—
|
|
|
692
|
|
||||||
Cash and cash equivalents, beginning of period
|
5
|
|
|
22,969
|
|
|
40,487
|
|
|
47,537
|
|
|
—
|
|
|
110,998
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
5
|
|
|
$
|
26,284
|
|
|
$
|
41,639
|
|
|
$
|
43,762
|
|
|
$
|
—
|
|
|
$
|
111,690
|
|
|
|
|
|
Additions
|
|
Reductions
|
|
|
||||||||
|
|
Balance,
Beginning of
Period
|
|
Charged to
Income
|
|
Deductions
from
Reserves
(1)
|
|
Balance,
End of
Period
|
||||||||
Description
|
|
|
|
|
|
|
|
|
||||||||
Fiscal Year 2016
|
|
|
|
|
|
|
|
|
||||||||
Reserve for doubtful accounts, advances & current notes receivable
|
|
$
|
39,023
|
|
|
$
|
21,913
|
|
|
$
|
12,878
|
|
|
$
|
48,058
|
|
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
|
|
(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)).
|
4.2
|
|
|
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))
.
|
4.3
|
|
|
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)).
|
4.4
|
|
|
Indenture, dated as of December 17, 2015, among Aramark Services, Inc., as issuer, Aramark, as parent guarantor, the subsidiary guarantors named therein and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 of Aramark’s Current Report on Form 8-K filed with the SEC on December 17, 2015, pursuant to the Exchange Act (file number 001-36223)).
|
4.5
|
|
|
Supplemental Indenture, dated as of May 31, 2016, among Aramark Services, Inc., as issuer, Aramark, as parent guarantor, the subsidiary guarantors named therein and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.2 of Aramark’s Current Report on Form 8-K filed with the SEC on June 6, 2016, pursuant to the Exchange Act (file number 001-36223)).
|
4.6
|
|
|
Indenture, dated as of May 31, 2016, among Aramark Services, Inc., as issuer, Aramark, as parent guarantor, the subsidiary guarantors named therein and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.3 of Aramark’s Current Report on Form 8-K filed with the SEC on June 6, 2016, pursuant to the Exchange Act (file number 001-36223)).
|
4.7
|
|
|
Registration Rights Agreement, dated as of May 31, 2016, among Aramark Services, Inc., Aramark, the subsidiary guarantors named therein and Wells Fargo Securities, LLC, as representative of the several initial purchasers (certain 5.125% Senior Notes due 2024 of Aramark Service, Inc.) (incorporated by reference to Exhibit 4.4 of Aramark’s Current Report on Form 8-K filed with the SEC on June 6, 2016, pursuant to the Exchange Act (file number 001-36223)).
|
4.8
|
|
|
Registration Rights Agreement, dated as of May 31, 2016, among Aramark Services, Inc., Aramark, the subsidiary guarantors named therein and Wells Fargo Securities, LLC, as representative of the several initial purchasers (4.75% Senior Notes due 2016 of Aramark Services, Inc.) (incorporated by reference to Exhibit 4.5 of Aramark’s Current Report on Form 8-K filed with the SEC on June 6, 2016, pursuant to the Exchange Act (file number 001-36223)).
|
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†
|
|
|
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)).
|
10.13†
|
|
|
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)).
|
10.14†
|
|
|
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)).
|
10.15†
|
|
|
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)).
|
10.16*†
|
|
|
Offer Letter dated October 13, 2014, between Aramark and Harrald Kroeker
|
10.17*†
|
|
|
Agreement Relating to Employment and Post-Employment Competition dated November 26, 2013 between Aramark Corporation and Harrald Kroeker
|
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 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)).
|
10.21†
|
|
|
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)).
|
10.22†
|
|
|
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)).
|
10.23†
|
|
|
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)).
|
10.24†
|
|
|
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)).
|
10.25†
|
|
|
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)).
|
10.26†
|
|
|
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)).
|
10.27†
|
|
|
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)).
|
10.28†
|
|
|
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)).
|
10.29†
|
|
|
Third Amended and Restated 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on February 10, 2016, pursuant to the Exchange Act (file number 001-36233)).
|
10.30†
|
|
|
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)).
|
10.31†
|
|
|
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)).
|
10.32†
|
|
|
Amended and Restated Aramark Executive Leadership Council Management Incentive Bonus Plan (2016) (incorporated by reference to Exhibit 10.1 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on February 10, 2016, pursuant to the Exchange Act (file number 001-36233)).
|
10.33*†
|
|
|
Amended and Restated Aramark Executive Leadership Council Management Incentive Bonus Plan.
|
10.34†
|
|
|
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)).
|
10.35†
|
|
|
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)).
|
10.36†
|
|
|
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)).
|
10.37†
|
|
|
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)).
|
10.38†
|
|
|
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)).
|
10.39†
|
|
|
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 November 16, 2007, 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 March 1, 2010, pursuant to the Exchange Act
(file number 001-04762)).
|
10.41†
|
|
|
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)).
|
10.42†
|
|
|
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)).
|
10.43†
|
|
|
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)).
|
10.44†
|
|
|
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)).
|
10.45†
|
|
|
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)).
|
10.46†
|
|
|
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)).
|
10.47†
|
|
|
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)).
|
10.48†
|
|
|
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)).
|
10.49†
|
|
|
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)).
|
10.50†
|
|
|
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)).
|
10.51†
|
|
|
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)).
|
10.52†
|
|
|
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)).
|
10.53†
|
|
|
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)).
|
10.54†
|
|
|
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)).
|
10.55†
|
|
|
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)).
|
10.56†
|
|
|
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)).
|
10.57†
|
|
|
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)).
|
10.58†
|
|
|
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)).
|
10.59†
|
|
|
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)).
|
10.60†
|
|
|
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)).
|
10.61†
|
|
|
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)).
|
10.62†
|
|
|
Form of Performance Restricted Stock Award (incorporated by reference to Exhibit 10.61 to Aramark’s Annual Report on Form 10-K filed with the SEC on December 1, 2015, pursuant to the Exchange Act (file number 001-36223)).
|
10.63†
|
|
|
Form of Non-Qualified Stock Option Award Agreement (Relative TSR Vesting) (incorporated by reference to Exhibit 10.62 to Aramark’s Annual Report on Form 10-K filed with the SEC on December 1, 2015, pursuant to the Exchange Act (file number 001-36223)).
|
10.64†
|
|
|
Form of Restricted Stock Unit Award Agreement (Relative TSR Vesting) (incorporated by reference to Exhibit 10.63 to Aramark’s Annual Report on Form 10-K filed with the SEC on December 1, 2015, pursuant to the Exchange Act (file number 001-36223)).
|
10.65†
|
|
|
Form of Performance Restricted Stock Award Agreement (Relative TSR Vesting) (incorporated by reference to Exhibit 10.64 to Aramark’s Annual Report on Form 10-K filed with the SEC on December 1, 2015, pursuant to the Exchange Act (file number 001-36223)).
|
10.66†
|
|
|
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)).
|
10.67*†
|
|
|
Form of Schedule I to Performance Stock Unit Award Agreement
|
10.68*†
|
|
|
Form of Schedule I to Performance Restricted Stock Award Agreement
|
10.69*†
|
|
|
Form of Schedule I to Non-Qualified Stock Option Award Agreement (Relative TSR Vesting)
|
10.70*†
|
|
|
Form of Schedule I to Restricted Stock Unit Award Agreement (Relative TSR Vesting)
|
10.71*†
|
|
|
Form of Schedule I to Performance Restricted Stock Award Agreement (Relative TSR Vesting)
|
10.72†
|
|
|
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)).
|
10.73†
|
|
|
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)).
|
10.74†
|
|
|
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)).
|
10.75†
|
|
|
Form of Aircraft Timesharing Agreement (incorporated by reference to Exhibit 10.69 to Aramark’s Annual Report on Form 10-K filed with the SEC on December 1, 2015, pursuant to the Exchange Act (file number 001-36223)).
|
10.76
|
|
|
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).
|
10.77
|
|
|
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.
|
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.
|
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
|
A.
|
A Plan participant's target bonus award will be based upon the "guideline" or percentage of base salary for each eligible participant.
|
B.
|
Target bonus awards will be determined by performance during the fiscal year as measured by the following:
|
1.
|
Financial Objective
.
90% of a participant's target bonus shall be based on the achievement of financial measures as described below (the "Financial Objective Target Bonus").
|
a.
|
For career band 2 participants, the Financial Objective Target Bonus shall be based on the following financial measures in the proportions relative to the overall target bonus indicated in parentheses
|
(1)
|
Attainment of AOI targets by the business to which the participant is assigned (40%);
|
(2)
|
Attainment of revenue targets by the business to which the participant is assigned (25%); and
|
(3)
|
Attainment of free cash flow targets by the business to which the participant is assigned(25%).
|
b.
|
For career band 3 participants, the Financial Objective Target Bonus shall be based on the following financial measures in the proportions relative to the overall target bonus indicated in parentheses:
|
(1)
|
Attainment of AOI targets by the business to which the participant is assigned. (50%); and
|
(2)
|
Attainment of revenue targets by the business to which the participant is assigned. (40%).
|
2.
|
Individual Objective
.
10% of a participants' target bonus shall be based on individual or team measures the plan participant is expected to attain during the fiscal year(the "Individual Objective Target Bonus").
|
C.
|
The apportionment of the target bonus award components is reflected in this diagram:
|
|
MANAGEMENT INCENTIVE BONUS - OVERALL STRUCTURE
|
|
|||
|
Target Bonus Award
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Objective
(90%)
|
Individual Objective
(10%)
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AOI
|
Revenue
|
Free Cash Flow
|
|||
(40% for Band 2 Participants; 50% for Band 3 Participants)
|
(25% for Band 2 Participants; 40% for Band 3 Participants)
|
(25% for Band 2 Participants; 0% for Band 3 Participants)
|
A.
|
For purposes of determining Financial Objective Target Bonuses, financial measures are defined as follows:
|
1.
|
"Revenue"
means sales as reported internally to Corporate Accounting and used for external financial reporting.
|
2.
|
"AOI"
means adjusted operating income inclusive of Corporate and other overhead allocations determined pursuant to the Corporation\u2019s accounting policies and procedures.
|
3.
|
"Free Cash Flow"
means an amount equal to operating cash flow minus capital spending.
|
B.
|
If these definitions differ from those included within the final year-end financial statements of the business, the definitions which were used in establishing the relevant targets will be used to evaluate achievement under this Plan.
|
C.
|
In a limited number of cases and where business warrants, the financial measure targets and proportions relative to the overall target bonus award may be other than those shown here. All such changes, however, must be approved by the Chief Executive Officer in advance.
|
A.
|
For all financial measures, bonus awards under the financial objective component of this Plan (the "Financial Objective Bonus Award") vary as financial measure targets are over or under achieved. The minimum bonus award, equal to 25% of the Financial Objective Target Bonus,is awarded provided a minimally acceptable "threshold" level of performance of financial measures is achieved (i.e., no bonus will be awarded for performance below the threshold for that metric.). Financial Objective Bonus Awards may increase from the minimum financial objective bonus award to the Financial Objective Target Bonus amount if financial measure targets are achieved fully and may increase up to a maximum ("ceiling") of 150% to 200% of the Financial Objective Bonus Target if performance increasingly exceeds the target levels.
|
B.
|
Financial Objective Bonus Awards for performance between threshold and ceiling will be computed by interpolating between either: (1) the threshold and target awards, or (2) the target and ceiling awards, as appropriate.
|
C.
|
The levels for threshold and maximum Financial Objective Bonus Awards(referred to as the "leverage curve"), may vary among organizations, reflecting financial volatility resulting from the magnitude of the unit's business plan. For example, a lower volatility business may begin to provide Financial Objective Bonus Awards at 90% of target attainment, while a higher volatility business may begin to provide Financial Objective Bonus Awards at 85% of target attainment.
|
A.
|
Generally, individual measures will be established for each participant at the start of the fiscal year. The individual measures will not duplicate the measures of annual financial performance addressed under the financial objective of this Plan. Rather, they will address those concerns which most contribute to the business gaining a sustainable competitive advantage. Attainment of these individual measures is measured for and during the fiscal year for which they are set. Unplanned objectives that emerge during the fiscal year and which take priority over the planned objectives may be added (or substituted) as appropriate.
|
B.
|
Bonus awards under the individual objective component of this Plan (the "Individual Objective Bonus Award") will be awarded at target if performance fully meets the target individual measures defined in the individual objective. If performance differs from these target measures, the Individual Objective Bonus Award will vary proportionally with performance, from 0%to 150% of the Individual Objective Target Bonus.
|
A.
|
Final Bonus Awards are paid (minus appropriate tax withholdings) as soon as practicable after receipt of the audited fiscal year-end financial reports, but in no event more than 2.5 months after the end of the calendar year in which it was earned. B.Except in cases of voluntary or involuntary termination (discussed in 2 below), the following provisions apply:
|
1.
|
If a participant has worked at least 6 months, but less than the entire relevant fiscal year and is still employed at the end of the bonus (fiscal) year, the participant will receive a pro-rata share of the Final Bonus Award (e.g., if the participant has worked for 9 months in the relevant fiscal year, 75% of the Final Bonus Award will be payable).
|
2.
|
If the participant has served in two or more components or units covered by this plan, the Financial Objective Bonus Award and Individual Objective Bonus Award will be calculated on full year results for the portion of the year served in each component or unit.
|
3.
|
If the participant was promoted during the year and his or her guideline bonus amount changed, the Financial Objective Target Bonus and Individual Objective Target Bonus for such participant will be prorated. However, if the participant remains in the same position with essentially the same duties and responsibilities, and the participant's guideline amount changed during the fiscal year, the guideline amount at year end will be used in determining the Financial Objective Target Bonus and Individual Objective Target Bonus for the entire year.
|
C.
|
No Final Bonus Award is payable to a participant whose employment terminates, voluntarily or involuntarily, prior to completion of the bonus (fiscal) year except in the event that the participant becomes permanently disabled, retires having reached the age of 60 with at least five years of service or dies while employed.Exceptions in certain cases of involuntary termination may be granted with prior approval of the Chief Executive Officer of Aramark.If a participant becomes permanently disabled, retires having reached the age of 60 with at least five years of service, or dies while employed, he or she will be entitled to receive a pro-rata share of his or her Final Bonus Award at the same time as Final Bonus Awards are otherwise payable to active employees.
|
D.
|
A participant whose employment terminates after the close of the bonus year but before awards are paid will be eligible to receive the Financial Objective Bonus Award. Any Individual Objective Bonus Award in the case of such terminations may be payable at the discretion of the Chief Executive Officer of Aramark.
|
E.
|
In no case, however, will a Final Bonus Award be made to an individual whose employment is terminated at any time for "cause," as defined in the plan participant's Agreement Relating to Employment and Post Employment Competition.
|
A.
|
This Plan is intended to be provide for compensation that is exempt from the requirements of Section 409A. The Chief Executive Officer of Aramark is the sole interpreter and arbiter of the provisions of this Plan and has the right to amend, withdraw, or revoke them before the beginning of any fiscal year or to grant specific exceptions.
|
B.
|
In administering this Plan, the Chief Executive Officer of Aramark has the final authority to adjust financial performance standards or actual results for unusual non-recurring income, expense or balance sheet items (e.g., non-operating gains/losses, acquisitions, divestitures) so that comparisons between actual and planned performance are consistent.Any Final Bonus Award of any plan participant who, as of the end of a given bonus (fiscal) year is a named executive officer of Aramark may not be greater than the maximum bonus amount that may be earned under the Aramark Senior Executive Annual Performance Bonus Plan or any successor plan, as in effect from time to time.
|
C.
|
Objectives and formulas for all portions of this Plan must be approved by the Chief Executive Officer of Aramark. He or she also must approve any unplanned objectives added during the year.D.Final Bonus Awards for career band 2 participants and Aramark executive officers are reviewed and approved by the Compensation and Human Resources Committee(or any designated sub-committee thereof). Final Bonus Awards for career band 3 participants (other than executive officers) may be approved by the Chief Executive Officer or the Executive Vice President, Human Resources.
|
Accept:
|
|
Harrald Kroeker
|
|
|
|
|
(Please Print Name)
|
|
|
|
|
/s/ Harrald Kroeker
|
|
10/20/2014
|
|
|
(Please Sign Name)
|
|
Date
|
|
|
Title:
|
Chief Operating Officer, Europe & Transformation Lead
|
|
|
Level:
|
Executive Leadership Council
Band 2
|
|
|
Reports To:
|
Eric Foss, Chief Executive Officer and President
Aramark
|
|
|
Location:
|
Philadelphia, PA
|
|
|
Effective Date:
|
September 12, 2014
|
|
|
Base Salary:
|
$525,000
|
|
|
Bonus:
|
You will continue to be eligible to participate in Aramark’s Management Incentive Bonus (MIB) Plan for Fiscal Year 2015. As further described in the Plan, if you are eligible to receive a Management Incentive Bonus, the amount of your Bonus will be determined on the basis of both the performance of Aramark and your performance measured against certain annual financial and non-financial goals. The current guideline for your position is a target bonus of 65% of base salary.
|
Benefits:
|
You will continue to be eligible to participate in the standard Aramark Benefits Program, as well as the Benefits/Perquisites Programs in place for ELC members, which are subject to change from time to time.
|
|
|
|
|
This offer letter sets forth the entire understanding of the parties with respect to all aspects of the offer of change in assignment within the ELC. Any and all previous agreements or understandings between or among the parties regarding the subject matter hereof, whether written or oral, are not changed as a result of this change in assignment.
|
A.
|
Subject to Article 2. B. below, Employee, during Employee’s period of employment with ARAMARK, and for a period of two years following the voluntary or involuntary termination of employment, shall not, without ARAMARK’s written permission, which shall be granted or denied in ARAMARK’s sole discretion, directly or indirectly, associate with (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise), or acquire or maintain ownership interest in, any Business which is competitive with that conducted by or developed for later implementation by ARAMARK at any time during the term of Employee’s employment, provided, however, if Employee’s employment is involuntarily terminated by ARAMARK for any reason other than Cause (as defined herein), then the term of the non-competition provision set forth herein will be modified to be one year following such termination of employment. For purposes of this Agreement, “Business” shall be defined as a person, corporation, firm, LLC, partnership, joint venture or other entity. Nothing in the foregoing shall prevent Employee from investing in a Business that is or becomes publicly traded, if Employee’s ownership is as a passive investor of less than 1% of the outstanding publicly traded stock of the Business.
|
B.
|
The provision set forth in Article 2.A above, shall apply to the full extent permitted by law (i) in all fifty states, and (ii) in each foreign country, possession or territory in which ARAMARK may be engaged in, or have plans to engage in, business (x) during Employee’s period of employment, or (y) in the case of a termination of employment, as of the effective date of such termination or at any time during the twenty-four month period prior thereto.
|
C.
|
Employee acknowledges that these restrictions are reasonable and necessary to protect the business interests of ARAMARK, and that enforcement of the provisions set forth in this Article 2 will not unnecessarily or unreasonably impair Employee’s ability to obtain other employment following the termination (voluntary or involuntary) of Employee’s employment with ARAMARK. Further, Employee acknowledges that the provisions set forth in this Article 2 shall apply if Employee’s employment is involuntarily terminated by ARAMARK for Cause; as a result of the elimination of employee’s position; for performance-related issues; or for any other reason or no reason at all.
|
A.
|
If Employee’s employment is terminated by ARAMARK for any reason other than Cause, Employee shall be entitled to the following post-employment benefits:
|
1.
|
Severance Pay:
Employee shall receive severance payments equivalent to Employee’s weekly base salary as of the effective date of termination for the number of weeks set forth on the following schedule:
|
Years of Continuous Service with ARAMARK (or with any of its Predecessor Corporations or its Parent) Completed from Last Hire Date
|
Weeks of Severance Pay
|
Less than 2
|
26
|
2
|
32
|
3
|
39
|
4
|
45
|
5 or More
|
52
|
a.
|
Basic Group medical and life insurance coverages shall continue under then prevailing terms during the Severance Pay Period; provided, however, that if Employee becomes employed by a new employer during that period, continuing coverage from ARAMARK will become secondary to any coverage afforded by the new employer. Employee’s share of the premiums will be deducted from Employee’s severance payments. Basic Group medical coverage provided during such period shall be applied against ARAMARK’s obligation to continue group medical coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Upon termination of basic group medical and life coverages, Employee may convert such coverages to individual policies to the extent allowable under the terms of the plans providing such coverages.
|
b.
|
If, at the time of termination, ARAMARK is providing Employee with a leased vehicle, then ARAMARK will continue to provide the leased vehicle through the Severance Pay Period under the same terms and conditions as in effect at the time of the Employee’s termination. At the expiration of the Severance Pay Period, Employee must return the leased vehicle to ARAMARK unless the Employee elects to purchase the vehicle in accordance with the Executive Leadership Council policy then in effect. If Employee is receiving a car allowance at the time of the Employee’s termination, such car allowance will continue to be paid through the Severance Pay Period. At the expiration of the Severance Pay Period, the Employee will cease being paid a car allowance.
|
c.
|
Employee’s eligibility to participate in all other benefit and compensation plans, including, but not limited to the Management Incentive Bonus, Long Term Disability, any nonqualified retirement plans and any stock option or ownership plans, shall terminate as of the effective date of Employee’s termination unless provided otherwise under the terms of a particular plan, provided, however, that participation in plans and programs made available solely to Executive Leadership Council members, including, but not limited to the Executive Leadership Council Medical Plan, shall cease as of the effective date of termination or the date Employee’s Executive Leadership Council membership ceases, whichever occurs first. Employee, however, shall have certain rights to continue the Executive Leadership Council Medical Plan under COBRA.
|
B.
|
Termination for “Cause” shall be defined as termination of employment due to: (i) conviction of or entry of a plea of guilty or nolo contendere to a felony (or any similar crime for purposes of laws outside the United States), (ii) fraud or dishonesty, (iii) willful failure to perform assigned duties,
|
C.
|
If Employee is terminated by ARAMARK for reasons other than Cause, Employee will receive the severance payments and other post-employment benefits during the Severance Pay Period even if Employee commences other employment during such period provided such employment does not violate the terms of Article 2.
|
D.
|
In addition to the remedies set forth in Article 5, ARAMARK reserves the right to terminate all severance payments and other post-employment benefits if Employee violates the covenants set forth in Articles 1, 2, 3 or 4 above.
|
E.
|
Employee’s receipt of severance and other post-employment benefits under this Agreement is contingent on (i) Employee’s compliance with the provisions of Articles 1, 2, 3 and 4 and (ii) Employee’s execution of a release in a form reasonably acceptable to ARAMARK, except that such release shall not include any claims by Employee to enforce Employee’s rights under, or with respect to, this Agreement or any ARAMARK benefit plan pursuant to its terms, and (ii) the expiration of the applicable Age Discrimination in Employment Act revocation period without such release being revoked by Employee. For the avoidance of doubt, notwithstanding anything else contained in this Article 6 to the contrary, ARAMARK may choose not to commence (or may choose to discontinue) providing any payment or benefit hereunder unless and until Employee executes and delivers, without revocation, the foregoing release within 60 days following Employee’s termination of employment;
provided
,
however
, that subject to receipt of such executed release, ARAMARK shall commence providing such payments and benefits within 75 days following the date of termination of Employee’s employment.
|
A.
|
As used throughout this Agreement, ARAMARK includes ARAMARK Corporation and its subsidiaries and affiliates or any corporation, joint venture, or other entity in which ARAMARK Corporation or its subsidiaries or affiliates have an equity interest in excess of ten percent (10%).
|
B.
|
This Agreement shall supersede and substitute for any previous post-employment or severance agreement between Employee and ARAMARK.
|
C.
|
If Employee’s employment with ARAMARK terminates solely by reason of a transfer of stock or assets of, or a merger or other disposition of, a subsidiary of ARAMARK (whether direct or indirect), such termination shall not be deemed a termination of employment by ARAMARK for purposes of this Agreement, provided that ARAMARK requires the subsequent employer, by agreement, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that ARAMARK would be required to perform it if no such transaction had taken place. Employee acknowledges and agrees that ARAMARK may assign this Agreement and ARAMARK’s rights hereunder, and particularly Articles 1, 2, 3 and 4, in its sole discretion and without advance approval by Employee. In such case, Employee agrees that ARAMARK may assign this Agreement and all references to “ARAMARK” contained in this Agreement shall thereafter be deemed to refer to the subsequent employer.
|
D.
|
Employee shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise.
|
E.
|
In the event any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.
|
F.
|
In the event that it is reasonably determined by ARAMARK that, as a result of the new deferred compensation tax rules under Section 409A of the Internal Revenue Code of 1986, as amended (and any related regulations or other pronouncements thereunder) (“the Deferred Compensation Tax Rules”), any of the payments or benefits that Employee is entitled to under the terms of this Agreement (or any other nonqualified deferred compensation plan or arrangement maintained by ARAMARK in which Employee participates) may not be made at the time contemplated by the terms hereof or thereof, as the case may be, without causing Employee to be subject to tax under the Deferred Compensation Tax Rules, ARAMARK shall, in lieu of providing such payment or benefit when otherwise due under this Agreement (or any other nonqualified deferred compensation plan or arrangement maintained by ARAMARK in which Employee participates), instead provide such payment or benefit on the first day on which such provision would not result in Employee incurring any tax liability under the Deferred Compensation Tax Rules; which day, if Employee is a “specified employee” within the meaning of the Deferred Compensation Tax Rules, shall be the first day following the six-month period beginning on the date of Employee’s termination of employment; provided, further, that to the extent that the amount of payments due under Article 6.A are not subject to the Deferred Compensation Tax Rules by virtue of the application of Treas. Reg. Sec. 1.409A-1(b)(9)(iii)(A), such payments may be made prior to the expiration of such six-month period. In the event that any payments or benefits that ARAMARK would otherwise be required to provide under this Agreement (or any other nonqualified deferred compensation plan or arrangement maintained by ARAMARK in which Employee participates)
|
G.
|
Employee hereby represents to ARAMARK that the execution and delivery of this Agreement by Employee and ARAMARK and the performance by Employee of Employee’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Employee is a party or is otherwise bound.
|
H.
|
The terms of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflicts of laws principles thereof. For purposes of any action or proceeding, Employee irrevocably submits to the non-exclusive jurisdiction of the courts of Pennsylvania and the courts of the United States of America located in Pennsylvania for the purpose of any judicial proceeding arising out of or relating to this Agreement, and acknowledges that the designated
fora
have a reasonable relation to the Agreement and to the parties’ relationship with one another. Notwithstanding the provisions of this Article 8.H, ARAMARK may, in its discretion, bring an action or special proceeding in any court of competent jurisdiction for the purpose of seeking temporary or preliminary relief pending resolution of a dispute.
|
I.
|
Employee expressly consents to the application of Article 8.H to any judicial action or proceeding arising out of or relating to this Agreement. ARAMARK shall have the right to serve legal process upon Employee in any manner permitted by law. In addition, Employee irrevocably appoints the General Counsel of ARAMARK Corporation (or any successor) as Employee’s agent for service
|
J.
|
Employee hereby waives, to the fullest extent permitted by applicable law, any objection that Employee now or hereafter may have to personal jurisdiction or to the laying of venue of any action or proceeding brought in any court referenced in Article 8.H and hereby agrees not to plead or claim the same.
|
K.
|
Notwithstanding any other provision of this Agreement, ARAMARK may, to the extent required by law, withhold applicable federal, state and local income and other taxes from any payments due to Employee hereunder.
|
L.
|
Employee and ARAMARK acknowledge that for purposes of Article 6, Employee’s last hire date with ARAMARK is November 4, 2013.
|
M.
|
This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Company and Employee, and their respective heirs, legal representatives, successors and assigns. Employee acknowledges and agrees that this Agreement, including its provisions on post-employment restrictions, is specifically assignable by ARAMARK. Employee hereby consents to such future assignment and agrees not to challenge the validity of such future assignment.
|
Actual Adjusted Earnings per Share
Performance Level
|
Percentage of
Target Number of PSUs Earned
|
less than $[ ]
|
0%
|
$[ ]
|
50%
|
$[ ]
|
100%
|
$[ ] or greater
|
200%
|
$[ ] or greater
|
200%
|
Actual Adjusted Earnings per Share
Performance Level
|
Percentage of
Target Number of Shares of Performance Restricted Stock Earned
|
less than $[ ]
|
0%
|
$[ ]
|
50%
|
$[ ]
|
100%
|
$[ ] or greater
|
200%
|
Actual Adjusted Earnings per Share
Performance Level
|
Percentage of
Target Number of Shares of Performance Restricted Stock Earned
|
less than $[ ]
|
0%
|
$[ ]
|
50%
|
$[ ]
|
100%
|
$[ ] or greater
|
200%
|
|
|
Fiscal Year
Ended
September 30, 2016
|
|
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 |
|
||||||||||
Income from continuing operations before income taxes
|
|
$
|
430,931
|
|
|
$
|
341,996
|
|
|
$
|
229,677
|
|
|
$
|
90,629
|
|
|
$
|
124,968
|
|
|
Fixed charges, excluding capitalized interest
|
|
380,904
|
|
|
351,474
|
|
|
402,396
|
|
|
491,025
|
|
|
522,431
|
|
|
|||||
Undistributed earnings of less than 50% owned affiliates
|
|
(21,016
|
)
|
|
(14,716
|
)
|
|
(14,968
|
)
|
|
(17,056
|
)
|
|
(21,423
|
)
|
|
|||||
Earnings, as adjusted
|
|
$
|
790,819
|
|
|
$
|
678,754
|
|
|
$
|
617,105
|
|
|
$
|
564,598
|
|
|
$
|
625,976
|
|
|
Interest expense
|
|
$
|
320,291
|
|
|
$
|
290,151
|
|
|
$
|
339,224
|
|
|
$
|
430,275
|
|
|
$
|
462,284
|
|
|
Portion of operating lease rentals representative of interest factor
|
|
60,233
|
|
|
60,600
|
|
|
62,667
|
|
|
59,767
|
|
|
59,133
|
|
|
|||||
Fixed charges
|
|
$
|
380,524
|
|
|
$
|
350,751
|
|
|
$
|
401,891
|
|
|
$
|
490,042
|
|
|
$
|
521,417
|
|
|
Ratio of earnings to fixed charges
|
|
2.1
|
|
x
|
1.9
|
|
x
|
1.5
|
|
x
|
1.2
|
|
x
|
1.2
|
|
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 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 Global, Inc.
|
|
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, LLC
|
|
Delaware
|
Aramark Lakewood Associates
|
|
Georgia
|
Aramark Management Services Limited Partnership
|
|
Delaware
|
Aramark Management, LLC
|
|
Delaware
|
Aramark Organizational Services, LLC
|
|
Delaware
|
Aramark Processing, LLC
|
|
Delaware
|
Aramark Rail Services, 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, LLC
|
|
Delaware
|
Aramark Services, Inc.
|
|
Delaware
|
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 (Matchpoint) LLC
|
|
Delaware
|
Aramark Uniform Services (Rochester) 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 Chugach Alaska Services, 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
|
Canyonlands Rafting Hospitality, LLC
|
|
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
|
HPSI Purchasing Services, LLC
|
|
Delaware
|
L&N Uniform Supply, LLC
|
|
California
|
Lake Tahoe Cruises, LLC
|
|
California
|
Landy Textile Rental Services, LLC
|
|
Delaware
|
Lifeworks Restaurant Group, LLC
|
|
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
|
Restaura, Inc.
|
|
Michigan
|
Rocky Mountain Hospitality, LLC
|
|
Delaware
|
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 Global Group S.a.r.l.
|
|
Luxembourg
|
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 International Holdings S.a.r.l.
|
|
Luxembourg
|
Aramark Inversiones Latinoamericanas Limitada
|
|
Chile
|
Aramark Investments Limited
|
|
United Kingdom
|
Aramark Ireland Holdings Limited
|
|
Ireland
|
Aramark Japan Holdings Limited
|
|
United Kingdom
|
Aramark Kazakhstan Ltd.
|
|
Kazakhstan
|
Aramark KSA LLC
|
|
Saudi Arabia
|
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 Manufacturing de Mexico, S.A. de C.V.
|
|
Mexico
|
Aramark Monclova Support, S.A.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 Regional Treasury Europe DAC
|
|
Ireland
|
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
|
Avoca Handweavers Limited
|
|
Ireland
|
Avoca Handweavers NI Limited
|
|
United Kingdom
|
Avoca Handweavers Shops Limited
|
|
Ireland
|
Avoca Handweavers UK Limited
|
|
United Kingdom
|
Beijing Golden Collar Dining Ltd.
|
|
China
|
Campbell Catering (Belfast) Ltd.
|
|
United Kingdom
|
Campbell Catering (N.I.) Ltd.
|
|
United Kingdom
|
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
|
|
United Kingdom
|
Vector Workplace and Facility Management Limited
|
|
Ireland
|
Veris Property Management Limited
|
|
United Kingdom
|
Veris UK Limited
|
|
United Kingdom
|
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
|