Aramark
|
|
(Exact name of registrant as specified in its charter)
|
|
Delaware
|
20-8236097
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
Aramark Tower
1101 Market Street
Philadelphia, Pennsylvania
|
19107
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
x
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
o
|
TABLE OF CONTENTS
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Page
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December 30, 2016
|
|
September 30, 2016
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
146,951
|
|
|
$
|
152,580
|
|
Receivables (less allowances: 2017 - $45,780; 2016 - $48,058)
|
1,492,291
|
|
|
1,476,349
|
|
||
Inventories
|
563,935
|
|
|
587,155
|
|
||
Prepayments and other current assets
|
170,418
|
|
|
276,487
|
|
||
Total current assets
|
2,373,595
|
|
|
2,492,571
|
|
||
Property and Equipment, net
|
997,562
|
|
|
1,023,083
|
|
||
Goodwill
|
4,608,287
|
|
|
4,628,881
|
|
||
Other Intangible Assets
|
1,084,279
|
|
|
1,111,883
|
|
||
Other Assets
|
1,320,201
|
|
|
1,325,654
|
|
||
|
$
|
10,383,924
|
|
|
$
|
10,582,072
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term borrowings
|
$
|
47,603
|
|
|
$
|
46,522
|
|
Accounts payable
|
703,878
|
|
|
847,588
|
|
||
Accrued expenses and other current liabilities
|
1,027,768
|
|
|
1,290,635
|
|
||
Total current liabilities
|
1,779,249
|
|
|
2,184,745
|
|
||
Long-Term Borrowings
|
5,364,855
|
|
|
5,223,514
|
|
||
Deferred Income Taxes and Other Noncurrent Liabilities
|
991,453
|
|
|
1,003,013
|
|
||
Redeemable Noncontrolling Interest
|
9,825
|
|
|
9,794
|
|
||
Stockholders' Equity:
|
|
|
|
||||
Common stock, par value $.01 (authorized: 600,000,000 shares; issued: 2017—274,528,737 shares and 2016—272,565,923 shares;
and outstanding: 2017—246,064,656 shares and 2016—244,713,580 shares)
|
2,745
|
|
|
2,726
|
|
||
Capital surplus
|
2,937,191
|
|
|
2,921,725
|
|
||
Retained earnings/(Accumulated deficit)
|
74,707
|
|
|
(33,778
|
)
|
||
Accumulated other comprehensive loss
|
(205,465
|
)
|
|
(180,783
|
)
|
||
Treasury stock (shares held in treasury: 2017—28,464,081 shares and 2016—27,852,343 shares)
|
(570,636
|
)
|
|
(548,884
|
)
|
||
Total stockholders' equity
|
2,238,542
|
|
|
2,161,006
|
|
||
|
$
|
10,383,924
|
|
|
$
|
10,582,072
|
|
|
Three Months Ended
|
||||||
|
December 30, 2016
|
|
January 1, 2016
|
||||
Sales
|
$
|
3,735,383
|
|
|
$
|
3,710,275
|
|
Costs and Expenses:
|
|
|
|
||||
Cost of services provided
|
3,299,329
|
|
|
3,294,523
|
|
||
Depreciation and amortization
|
126,527
|
|
|
127,518
|
|
||
Selling and general corporate expenses
|
65,472
|
|
|
74,141
|
|
||
|
3,491,328
|
|
|
3,496,182
|
|
||
Operating income
|
244,055
|
|
|
214,093
|
|
||
Interest and Other Financing Costs, net
|
65,677
|
|
|
71,320
|
|
||
Income Before Income Taxes
|
178,378
|
|
|
142,773
|
|
||
Provision for Income Taxes
|
52,943
|
|
|
49,337
|
|
||
Net income
|
125,435
|
|
|
93,436
|
|
||
Less: Net income attributable to noncontrolling interest
|
96
|
|
|
93
|
|
||
Net income attributable to Aramark stockholders
|
$
|
125,339
|
|
|
$
|
93,343
|
|
|
|
|
|
||||
Earnings per share attributable to Aramark stockholders:
|
|
|
|
||||
Basic
|
$
|
0.51
|
|
|
$
|
0.39
|
|
Diluted
|
$
|
0.50
|
|
|
$
|
0.38
|
|
Weighted Average Shares Outstanding:
|
|
|
|
||||
Basic
|
244,758
|
|
|
240,521
|
|
||
Diluted
|
252,593
|
|
|
247,613
|
|
|
|
Three Months Ended
|
||||||
|
December 30, 2016
|
|
January 1, 2016
|
||||
Net income
|
$
|
125,435
|
|
|
$
|
93,436
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
(34,880
|
)
|
|
(10,572
|
)
|
||
Fair value of cash flow hedges
|
10,198
|
|
|
15,574
|
|
||
Other comprehensive income (loss), net of tax
|
(24,682
|
)
|
|
5,002
|
|
||
Comprehensive income
|
100,753
|
|
|
98,438
|
|
||
Less: Net income attributable to noncontrolling interest
|
96
|
|
|
93
|
|
||
Comprehensive income attributable to Aramark stockholders
|
$
|
100,657
|
|
|
$
|
98,345
|
|
|
|
Three Months Ended
|
||||||
|
December 30, 2016
|
|
January 1, 2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
125,435
|
|
|
$
|
93,436
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
126,527
|
|
|
127,518
|
|
||
Deferred income taxes
|
819
|
|
|
21,399
|
|
||
Share-based compensation expense
|
16,224
|
|
|
15,270
|
|
||
Changes in operating assets and liabilities
|
(296,738
|
)
|
|
(429,795
|
)
|
||
Other operating activities
|
1,707
|
|
|
3,179
|
|
||
Net cash used in operating activities
|
(26,026
|
)
|
|
(168,993
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment, client contract investments and other
|
(106,600
|
)
|
|
(91,499
|
)
|
||
Disposals of property and equipment
|
1,349
|
|
|
2,017
|
|
||
Acquisition of certain businesses, net of cash acquired
|
(1,045
|
)
|
|
(231
|
)
|
||
Other investing activities
|
166
|
|
|
3,579
|
|
||
Net cash used in investing activities
|
(106,130
|
)
|
|
(86,134
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from long-term borrowings
|
45,987
|
|
|
431,736
|
|
||
Payments of long-term borrowings
|
(13,609
|
)
|
|
(172,522
|
)
|
||
Net change in funding under the Receivables Facility
|
132,000
|
|
|
25,000
|
|
||
Payments of dividends
|
(25,246
|
)
|
|
(22,853
|
)
|
||
Proceeds from issuance of common stock
|
3,121
|
|
|
7,512
|
|
||
Other financing activities
|
(15,726
|
)
|
|
(20,804
|
)
|
||
Net cash provided by financing activities
|
126,527
|
|
|
248,069
|
|
||
Decrease in cash and cash equivalents
|
(5,629
|
)
|
|
(7,058
|
)
|
||
Cash and cash equivalents, beginning of period
|
152,580
|
|
|
122,416
|
|
||
Cash and cash equivalents, end of period
|
$
|
146,951
|
|
|
$
|
115,358
|
|
|
|
Three Months Ended
|
||||||
(dollars in millions)
|
|
December 30, 2016
|
|
January 1, 2016
|
||||
Interest paid
|
|
$
|
27.5
|
|
|
$
|
51.7
|
|
Income taxes paid
|
|
17.8
|
|
|
10.8
|
|
|
Three Months Ended
|
||||||||||||||
|
December 30, 2016
|
|
January 1, 2016
|
||||||||||||
|
Pre-Tax Amount
|
Tax Effect
|
After-Tax Amount
|
|
Pre-Tax Amount
|
Tax Effect
|
After-Tax Amount
|
||||||||
Net income
|
|
|
$
|
125,435
|
|
|
|
|
$
|
93,436
|
|
||||
Foreign currency translation adjustments
|
(43,648
|
)
|
8,768
|
|
(34,880
|
)
|
|
(10,563
|
)
|
(9
|
)
|
(10,572
|
)
|
||
Fair value of cash flow hedges
|
16,718
|
|
(6,520
|
)
|
10,198
|
|
|
16,079
|
|
(505
|
)
|
15,574
|
|
||
Other comprehensive income (loss)
|
(26,930
|
)
|
2,248
|
|
(24,682
|
)
|
|
5,516
|
|
(514
|
)
|
5,002
|
|
||
Comprehensive income
|
|
|
100,753
|
|
|
|
|
98,438
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
|
|
96
|
|
|
|
|
93
|
|
||||||
Comprehensive income attributable to Aramark stockholders
|
|
|
$
|
100,657
|
|
|
|
|
$
|
98,345
|
|
|
|
December 30, 2016
|
|
September 30, 2016
|
||||
Pension plan adjustments
|
$
|
(65,267
|
)
|
|
$
|
(65,267
|
)
|
Foreign currency translation adjustments
|
(103,341
|
)
|
|
(68,461
|
)
|
||
Cash flow hedges
|
(26,175
|
)
|
|
(36,373
|
)
|
||
Share of equity investee's accumulated other comprehensive loss
|
(10,682
|
)
|
|
(10,682
|
)
|
||
|
$
|
(205,465
|
)
|
|
$
|
(180,783
|
)
|
Segment
|
September 30, 2016
|
|
Acquisition
|
|
Translation
|
|
December 30, 2016
|
||||||||
FSS North America
|
$
|
3,635,614
|
|
|
$
|
220
|
|
|
$
|
(42
|
)
|
|
$
|
3,635,792
|
|
FSS International
|
418,488
|
|
|
—
|
|
|
(20,772
|
)
|
|
397,716
|
|
||||
Uniform
|
574,779
|
|
|
—
|
|
|
—
|
|
|
574,779
|
|
||||
|
$
|
4,628,881
|
|
|
$
|
220
|
|
|
$
|
(20,814
|
)
|
|
$
|
4,608,287
|
|
|
December 30, 2016
|
|
September 30, 2016
|
||||||||||||||||||||
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||||||||
Customer relationship assets
|
$
|
1,298,148
|
|
|
$
|
(989,651
|
)
|
|
$
|
308,497
|
|
|
$
|
1,793,739
|
|
|
$
|
(1,462,058
|
)
|
|
$
|
331,681
|
|
Trade names
|
777,415
|
|
|
(1,633
|
)
|
|
775,782
|
|
|
781,835
|
|
|
(1,633
|
)
|
|
780,202
|
|
||||||
|
$
|
2,075,563
|
|
|
$
|
(991,284
|
)
|
|
$
|
1,084,279
|
|
|
$
|
2,575,574
|
|
|
$
|
(1,463,691
|
)
|
|
$
|
1,111,883
|
|
|
Three Months Ended
|
||||||
|
December 30, 2016
|
|
January 1, 2016
|
||||
Interest rate swap agreements
|
$
|
10,745
|
|
|
$
|
7,117
|
|
Cross currency swap agreements
|
—
|
|
|
(2,116
|
)
|
||
|
$
|
10,745
|
|
|
$
|
5,001
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
|
Income Statement Location
|
|
December 30, 2016
|
|
January 1, 2016
|
||||
Designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
|
Interest expense
|
|
$
|
5,973
|
|
|
$
|
9,017
|
|
Cross currency swap agreements
|
|
Interest expense
|
|
—
|
|
|
2,061
|
|
||
|
|
|
|
5,973
|
|
|
11,078
|
|
||
Not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Gasoline and diesel fuel agreements
|
|
Costs of services provided
|
|
$
|
(4,684
|
)
|
|
$
|
2,505
|
|
Foreign currency forward exchange contracts
|
|
Interest expense
|
|
(7,404
|
)
|
|
5,090
|
|
||
|
|
|
|
(12,088
|
)
|
|
7,595
|
|
||
|
|
|
|
$
|
(6,115
|
)
|
|
$
|
18,673
|
|
|
|
|
Three Months Ended
|
||||||
|
|
December 30, 2016
|
|
January 1, 2016
|
||||
TBOs
|
|
$
|
5.3
|
|
|
$
|
4.9
|
|
RSUs
|
|
6.4
|
|
|
5.7
|
|
||
PSUs
|
|
3.6
|
|
|
4.0
|
|
||
Deferred Stock and Other Units
|
|
0.9
|
|
|
0.7
|
|
||
|
|
$
|
16.2
|
|
|
$
|
15.3
|
|
|
|
|
|
|
||||
Taxes related to share-based compensation
|
|
$
|
6.0
|
|
|
$
|
6.0
|
|
|
|
Shares Granted (in millions)
|
|
Weighted-Average Grant-Date Fair Value (dollars per share)
|
|||
TBOs
|
|
2.6
|
|
|
$
|
8.46
|
|
RSUs
|
|
1.4
|
|
|
$
|
34.08
|
|
PSUs
|
|
0.4
|
|
|
$
|
34.08
|
|
|
|
4.4
|
|
|
|
|
Three Months Ended
|
||||||
|
December 30, 2016
|
|
January 1, 2016
|
||||
Earnings:
|
|
|
|
||||
Net income attributable to Aramark stockholders
|
$
|
125,339
|
|
|
$
|
93,343
|
|
Shares:
|
|
|
|
||||
Basic weighted-average shares outstanding
|
244,758
|
|
|
240,521
|
|
||
Effect of dilutive securities
|
7,835
|
|
|
7,092
|
|
||
Diluted weighted-average shares outstanding
|
252,593
|
|
|
247,613
|
|
||
|
|
|
|
||||
Basic Earnings Per Share:
|
|
|
|
||||
Net income attributable to Aramark stockholders
|
$
|
0.51
|
|
|
$
|
0.39
|
|
Diluted Earnings Per Share:
|
|
|
|
||||
Net income attributable to Aramark stockholders
|
$
|
0.50
|
|
|
$
|
0.38
|
|
|
Sales
|
||||||
|
Three Months Ended
|
||||||
|
December 30, 2016
|
|
January 1, 2016
|
||||
FSS North America
|
$
|
2,662.8
|
|
|
$
|
2,622.7
|
|
FSS International
|
677.1
|
|
|
694.9
|
|
||
Uniform
|
395.5
|
|
|
392.7
|
|
||
|
$
|
3,735.4
|
|
|
$
|
3,710.3
|
|
|
Operating Income
|
||||||
|
Three Months Ended
|
||||||
|
December 30, 2016
|
|
January 1, 2016
|
||||
FSS North America
|
$
|
185.2
|
|
|
$
|
168.3
|
|
FSS International
|
31.7
|
|
|
30.1
|
|
||
Uniform
|
53.8
|
|
|
50.3
|
|
||
|
270.7
|
|
|
248.7
|
|
||
Corporate
|
(26.6
|
)
|
|
(34.6
|
)
|
||
Operating Income
|
244.1
|
|
|
214.1
|
|
||
Interest and Other Financing Costs, net
|
(65.7
|
)
|
|
(71.3
|
)
|
||
Income Before Income Taxes
|
$
|
178.4
|
|
|
$
|
142.8
|
|
|
|
•
|
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
|
|
|
$
|
27,484
|
|
|
$
|
28,984
|
|
|
$
|
90,478
|
|
|
$
|
—
|
|
|
$
|
146,951
|
|
Receivables
|
—
|
|
|
150
|
|
|
321,995
|
|
|
1,170,146
|
|
|
—
|
|
|
1,492,291
|
|
||||||
Inventories
|
—
|
|
|
14,673
|
|
|
475,353
|
|
|
73,909
|
|
|
—
|
|
|
563,935
|
|
||||||
Prepayments and other current assets
|
—
|
|
|
3,848
|
|
|
66,505
|
|
|
100,065
|
|
|
—
|
|
|
170,418
|
|
||||||
Total current assets
|
5
|
|
|
46,155
|
|
|
892,837
|
|
|
1,434,598
|
|
|
—
|
|
|
2,373,595
|
|
||||||
Property and Equipment, net
|
—
|
|
|
29,688
|
|
|
762,707
|
|
|
205,167
|
|
|
—
|
|
|
997,562
|
|
||||||
Goodwill
|
—
|
|
|
173,104
|
|
|
3,982,737
|
|
|
452,446
|
|
|
—
|
|
|
4,608,287
|
|
||||||
Investment in and Advances to Subsidiaries
|
2,238,637
|
|
|
5,565,845
|
|
|
740,647
|
|
|
230,145
|
|
|
(8,775,274
|
)
|
|
—
|
|
||||||
Other Intangible Assets
|
—
|
|
|
29,729
|
|
|
875,692
|
|
|
178,858
|
|
|
—
|
|
|
1,084,279
|
|
||||||
Other Assets
|
—
|
|
|
61,309
|
|
|
1,048,300
|
|
|
212,594
|
|
|
(2,002
|
)
|
|
1,320,201
|
|
||||||
|
$
|
2,238,642
|
|
|
$
|
5,905,830
|
|
|
$
|
8,302,920
|
|
|
$
|
2,713,808
|
|
|
$
|
(8,777,276
|
)
|
|
$
|
10,383,924
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term borrowings
|
$
|
—
|
|
|
$
|
21,931
|
|
|
$
|
15,951
|
|
|
$
|
9,721
|
|
|
$
|
—
|
|
|
$
|
47,603
|
|
Accounts payable
|
—
|
|
|
156,316
|
|
|
304,823
|
|
|
242,739
|
|
|
—
|
|
|
703,878
|
|
||||||
Accrued expenses and other current liabilities
|
100
|
|
|
148,265
|
|
|
599,976
|
|
|
297,805
|
|
|
(18,378
|
)
|
|
1,027,768
|
|
||||||
Total current liabilities
|
100
|
|
|
326,512
|
|
|
920,750
|
|
|
550,265
|
|
|
(18,378
|
)
|
|
1,779,249
|
|
||||||
Long-term Borrowings
|
—
|
|
|
4,601,287
|
|
|
58,223
|
|
|
705,345
|
|
|
—
|
|
|
5,364,855
|
|
||||||
Deferred Income Taxes and Other Noncurrent Liabilities
|
—
|
|
|
434,320
|
|
|
492,365
|
|
|
64,768
|
|
|
—
|
|
|
991,453
|
|
||||||
Intercompany Payable
|
—
|
|
|
—
|
|
|
5,251,307
|
|
|
869,183
|
|
|
(6,120,490
|
)
|
|
—
|
|
||||||
Redeemable Noncontrolling Interest
|
—
|
|
|
—
|
|
|
9,825
|
|
|
—
|
|
|
—
|
|
|
9,825
|
|
||||||
Total Stockholders' Equity
|
2,238,542
|
|
|
543,711
|
|
|
1,570,450
|
|
|
524,247
|
|
|
(2,638,408
|
)
|
|
2,238,542
|
|
||||||
|
$
|
2,238,642
|
|
|
$
|
5,905,830
|
|
|
$
|
8,302,920
|
|
|
$
|
2,713,808
|
|
|
$
|
(8,777,276
|
)
|
|
$
|
10,383,924
|
|
|
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 current 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
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
252,379
|
|
|
$
|
2,528,456
|
|
|
$
|
954,548
|
|
|
$
|
—
|
|
|
$
|
3,735,383
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
228,812
|
|
|
2,197,649
|
|
|
872,868
|
|
|
—
|
|
|
3,299,329
|
|
||||||
Depreciation and amortization
|
—
|
|
|
4,381
|
|
|
102,183
|
|
|
19,963
|
|
|
—
|
|
|
126,527
|
|
||||||
Selling and general corporate expenses
|
—
|
|
|
28,367
|
|
|
32,481
|
|
|
4,624
|
|
|
—
|
|
|
65,472
|
|
||||||
Interest and other financing costs, net
|
—
|
|
|
61,353
|
|
|
(632
|
)
|
|
4,956
|
|
|
—
|
|
|
65,677
|
|
||||||
Expense allocations
|
|
|
(76,019
|
)
|
|
73,872
|
|
|
2,147
|
|
|
—
|
|
|
—
|
|
|||||||
|
—
|
|
|
246,894
|
|
|
2,405,553
|
|
|
904,558
|
|
|
—
|
|
|
3,557,005
|
|
||||||
Income before Income Taxes
|
—
|
|
|
5,485
|
|
|
122,903
|
|
|
49,990
|
|
|
—
|
|
|
178,378
|
|
||||||
Provision for Income Taxes
|
—
|
|
|
1,477
|
|
|
36,316
|
|
|
15,150
|
|
|
—
|
|
|
52,943
|
|
||||||
Equity in Net Income of Subsidiaries
|
125,339
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125,339
|
)
|
|
—
|
|
||||||
Net income
|
125,339
|
|
|
4,008
|
|
|
86,587
|
|
|
34,840
|
|
|
(125,339
|
)
|
|
125,435
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
96
|
|
||||||
Net income attributable to Aramark stockholders
|
125,339
|
|
|
4,008
|
|
|
86,491
|
|
|
34,840
|
|
|
(125,339
|
)
|
|
125,339
|
|
||||||
Other comprehensive income (loss), net of tax
|
(24,682
|
)
|
|
25,467
|
|
|
(1,927
|
)
|
|
(68,348
|
)
|
|
44,808
|
|
|
(24,682
|
)
|
||||||
Comprehensive income (loss) attributable to Aramark stockholders
|
$
|
100,657
|
|
|
$
|
29,475
|
|
|
$
|
84,564
|
|
|
$
|
(33,508
|
)
|
|
$
|
(80,531
|
)
|
|
$
|
100,657
|
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
256,743
|
|
|
$
|
2,517,067
|
|
|
$
|
936,465
|
|
|
$
|
—
|
|
|
$
|
3,710,275
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
234,974
|
|
|
2,199,744
|
|
|
859,805
|
|
|
—
|
|
|
3,294,523
|
|
||||||
Depreciation and amortization
|
—
|
|
|
3,463
|
|
|
106,277
|
|
|
17,778
|
|
|
—
|
|
|
127,518
|
|
||||||
Selling and general corporate expenses
|
—
|
|
|
36,846
|
|
|
32,493
|
|
|
4,802
|
|
|
—
|
|
|
74,141
|
|
||||||
Interest and other financing costs
|
—
|
|
|
63,583
|
|
|
(449
|
)
|
|
8,186
|
|
|
—
|
|
|
71,320
|
|
||||||
Expense allocations
|
|
|
|
(94,050
|
)
|
|
97,551
|
|
|
(3,501
|
)
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
244,816
|
|
|
2,435,616
|
|
|
887,070
|
|
|
—
|
|
|
3,567,502
|
|
||||||
Income before Income Taxes
|
—
|
|
|
11,927
|
|
|
81,451
|
|
|
49,395
|
|
|
—
|
|
|
142,773
|
|
||||||
Provision for Income Taxes
|
—
|
|
|
4,829
|
|
|
26,774
|
|
|
17,734
|
|
|
—
|
|
|
49,337
|
|
||||||
Equity in Net Income of Subsidiaries
|
93,343
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93,343
|
)
|
|
—
|
|
||||||
Net income
|
93,343
|
|
|
7,098
|
|
|
54,677
|
|
|
31,661
|
|
|
(93,343
|
)
|
|
93,436
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
93
|
|
||||||
Net income attributable to Aramark stockholders
|
93,343
|
|
|
7,098
|
|
|
54,584
|
|
|
31,661
|
|
|
(93,343
|
)
|
|
93,343
|
|
||||||
Other comprehensive income (loss), net of tax
|
5,002
|
|
|
9,885
|
|
|
(1,562
|
)
|
|
(13,965
|
)
|
|
5,642
|
|
|
5,002
|
|
||||||
Comprehensive income attributable to Aramark stockholders
|
$
|
98,345
|
|
|
$
|
16,983
|
|
|
$
|
53,022
|
|
|
$
|
17,696
|
|
|
$
|
(87,701
|
)
|
|
$
|
98,345
|
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
102,805
|
|
|
$
|
(168,396
|
)
|
|
$
|
40,175
|
|
|
$
|
(610
|
)
|
|
$
|
(26,026
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment, client contract investments and other
|
—
|
|
|
(4,921
|
)
|
|
(88,327
|
)
|
|
(13,352
|
)
|
|
—
|
|
|
(106,600
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
49
|
|
|
546
|
|
|
754
|
|
|
—
|
|
|
1,349
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,045
|
)
|
|
—
|
|
|
(1,045
|
)
|
||||||
Other investing activities
|
—
|
|
|
(1,836
|
)
|
|
(3,083
|
)
|
|
5,085
|
|
|
—
|
|
|
166
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(6,708
|
)
|
|
(90,864
|
)
|
|
(8,558
|
)
|
|
—
|
|
|
(106,130
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
40,900
|
|
|
—
|
|
|
5,087
|
|
|
—
|
|
|
45,987
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(5,484
|
)
|
|
(4,591
|
)
|
|
(3,534
|
)
|
|
—
|
|
|
(13,609
|
)
|
||||||
Net change in funding under the Receivables Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
132,000
|
|
|
—
|
|
|
132,000
|
|
||||||
Payments of dividends
|
—
|
|
|
(25,246
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,246
|
)
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
3,121
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,121
|
|
||||||
Other financing activities
|
—
|
|
|
(15,300
|
)
|
|
(361
|
)
|
|
(65
|
)
|
|
—
|
|
|
(15,726
|
)
|
||||||
Change in intercompany, net
|
—
|
|
|
(114,454
|
)
|
|
261,852
|
|
|
(148,008
|
)
|
|
610
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
(116,463
|
)
|
|
256,900
|
|
|
(14,520
|
)
|
|
610
|
|
|
126,527
|
|
||||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
(20,366
|
)
|
|
(2,360
|
)
|
|
17,097
|
|
|
—
|
|
|
(5,629
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
5
|
|
|
47,850
|
|
|
31,344
|
|
|
73,381
|
|
|
—
|
|
|
152,580
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
5
|
|
|
$
|
27,484
|
|
|
$
|
28,984
|
|
|
$
|
90,478
|
|
|
$
|
—
|
|
|
$
|
146,951
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
(Issuer)
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
64
|
|
|
$
|
3,763
|
|
|
$
|
(162,469
|
)
|
|
$
|
(67,731
|
)
|
|
$
|
57,380
|
|
|
$
|
(168,993
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment, client contract investments and other
|
—
|
|
|
(4,038
|
)
|
|
(72,101
|
)
|
|
(15,360
|
)
|
|
—
|
|
|
(91,499
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
—
|
|
|
2,017
|
|
|
—
|
|
|
—
|
|
|
2,017
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(231
|
)
|
|
—
|
|
|
—
|
|
|
(231
|
)
|
||||||
Other investing activities
|
—
|
|
|
493
|
|
|
4,824
|
|
|
(1,738
|
)
|
|
—
|
|
|
3,579
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(3,545
|
)
|
|
(65,491
|
)
|
|
(17,098
|
)
|
|
—
|
|
|
(86,134
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
393,969
|
|
|
—
|
|
|
37,767
|
|
|
—
|
|
|
431,736
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(67,480
|
)
|
|
(2,818
|
)
|
|
(102,224
|
)
|
|
—
|
|
|
(172,522
|
)
|
||||||
Net change in funding under the Receivables Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
—
|
|
|
25,000
|
|
||||||
Payments of dividends
|
—
|
|
|
(22,853
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,853
|
)
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
7,512
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,512
|
|
||||||
Other financing activities
|
—
|
|
|
(20,000
|
)
|
|
(589
|
)
|
|
(215
|
)
|
|
—
|
|
|
(20,804
|
)
|
||||||
Change in intercompany, net
|
(64
|
)
|
|
(298,081
|
)
|
|
221,711
|
|
|
133,814
|
|
|
(57,380
|
)
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
(64
|
)
|
|
(6,933
|
)
|
|
218,304
|
|
|
94,142
|
|
|
(57,380
|
)
|
|
248,069
|
|
||||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
(6,715
|
)
|
|
(9,656
|
)
|
|
9,313
|
|
|
—
|
|
|
(7,058
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
5
|
|
|
31,792
|
|
|
42,811
|
|
|
47,808
|
|
|
—
|
|
|
122,416
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
5
|
|
|
$
|
25,077
|
|
|
$
|
33,155
|
|
|
$
|
57,121
|
|
|
$
|
—
|
|
|
$
|
115,358
|
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
December 30, 2016
|
|
January 1, 2016
|
|
$
|
|
%
|
|||||||
Sales
|
$
|
3,735.4
|
|
|
$
|
3,710.3
|
|
|
$
|
25.1
|
|
|
1
|
%
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of services provided
|
3,299.3
|
|
|
3,294.5
|
|
|
4.8
|
|
|
—
|
%
|
|||
Other operating expenses
|
192.0
|
|
|
201.7
|
|
|
(9.7
|
)
|
|
(5
|
)%
|
|||
|
3,491.3
|
|
|
3,496.2
|
|
|
(4.9
|
)
|
|
—
|
%
|
|||
Operating income
|
244.1
|
|
|
214.1
|
|
|
30.0
|
|
|
14
|
%
|
|||
Interest and Other Financing Costs, net
|
65.7
|
|
|
71.3
|
|
|
(5.6
|
)
|
|
(8
|
)%
|
|||
Income Before Income Taxes
|
178.4
|
|
|
142.8
|
|
|
35.6
|
|
|
25
|
%
|
|||
Provision for Income Taxes
|
53.0
|
|
|
49.3
|
|
|
3.7
|
|
|
7
|
%
|
|||
Net income
|
$
|
125.4
|
|
|
$
|
93.5
|
|
|
$
|
31.9
|
|
|
34
|
%
|
|
|
Three Months Ended
|
|
Change
|
|||||||||||
Sales by Segment
(1)
|
|
December 30, 2016
|
|
January 1, 2016
|
|
$
|
|
%
|
|||||||
FSS North America
|
|
$
|
2,662.8
|
|
|
$
|
2,622.7
|
|
|
$
|
40.1
|
|
|
2
|
%
|
FSS International
|
|
677.1
|
|
|
694.9
|
|
|
(17.8
|
)
|
|
(3
|
)%
|
|||
Uniform
|
|
395.5
|
|
|
392.7
|
|
|
2.8
|
|
|
1
|
%
|
|||
|
|
$
|
3,735.4
|
|
|
$
|
3,710.3
|
|
|
$
|
25.1
|
|
|
1
|
%
|
|
|
|
|||||||||||||
|
|
Three Months Ended
|
|
Change
|
|||||||||||
Operating Income by Segment
|
|
December 30, 2016
|
|
January 1, 2016
|
|
$
|
|
%
|
|||||||
FSS North America
|
|
$
|
185.2
|
|
|
$
|
168.3
|
|
|
16.9
|
|
|
10
|
%
|
|
FSS International
|
|
31.7
|
|
|
30.1
|
|
|
1.6
|
|
|
6
|
%
|
|||
Uniform
|
|
53.8
|
|
|
50.3
|
|
|
3.5
|
|
|
7
|
%
|
|||
Corporate
|
|
(26.6
|
)
|
|
(34.6
|
)
|
|
8.0
|
|
|
(23
|
)%
|
|||
|
|
$
|
244.1
|
|
|
$
|
214.1
|
|
|
$
|
30.0
|
|
|
14
|
%
|
|
|
•
|
growth in the Education and Sports, Leisure & Corrections sectors in the FSS North America segment; and
|
•
|
growth in our Uniform segment; partially offset by
|
•
|
a decrease in our Healthcare, Business & Industry and Facilities & Other sectors in the FSS North America segment; and
|
•
|
the negative impact of foreign currency translation (approximately $42 million or -1% to the consolidated results).
|
|
|
Three Months Ended
|
||||
Cost of services provided components
|
|
December 30, 2016
|
|
January 1, 2016
|
||
Food and support service costs
|
|
27
|
%
|
|
28
|
%
|
Personnel costs
|
|
46
|
%
|
|
46
|
%
|
Other direct costs
|
|
27
|
%
|
|
26
|
%
|
|
|
100
|
%
|
|
100
|
%
|
•
|
a decrease in acquisition-related amortization expense in the FSS North America segment (approximately $10.3 million);
|
•
|
an increase in the gain related to the change in the fair value of certain gasoline and diesel agreements (approximately $5.5 million); and
|
•
|
income from prior years' loss experience that was favorable under our casualty insurance program (approximately $6.5 million).
|
•
|
income from prior years' loss experience that was favorable under our casualty insurance program (approximately $4.0 million).
|
•
|
the negative impact of foreign currency translation (approximately $42 million or -6%); and
|
•
|
a sales decline in the U.K. and South America; which more than offset
|
•
|
sales growth in Ireland and China; and
|
•
|
the positive impact of the Avoca Handweavers Limited ("Avoca") acquisition (approximately $19 million or 3%).
|
•
|
a year-over-year increase in the gain related to the change in the fair value of certain gasoline and diesel agreements (approximately $5.5 million); and
|
•
|
the prior year expense related to consulting costs (approximately $3.4 million).
|
|
Three Months Ended
|
||||||
|
December 30, 2016
|
|
January 1, 2016
|
||||
Net cash used in operating activities
|
$
|
(26.0
|
)
|
|
$
|
(169.0
|
)
|
Net cash used in investing activities
|
(106.1
|
)
|
|
(86.1
|
)
|
||
Net cash provided by financing activities
|
126.5
|
|
|
248.1
|
|
•
|
Prepayments were a larger source of cash in the current period due to the timing of prepayments made at the end of fiscal 2016 related to interest on the U.S. dollar denominated term loan, insurance premiums and taxes;
|
•
|
Accounts payable were less of a use of cash compared to the prior year period due to the timing of disbursements; and
|
•
|
Accounts receivable were less of a use of cash compared to the prior year period due to timing of collections; partially offset by
|
•
|
Accrued expenses being a greater use of cash compared to the prior year period due to the timing of payments for interest and client advances.
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Twelve Months Ended
|
||||||||||
(in millions)
|
December 30, 2016
|
|
September 30, 2016
|
|
July 1, 2016
|
|
April 1, 2016
|
|
December 30, 2016
|
||||||||||
Net income attributable to Aramark Services, Inc. stockholder
|
$
|
125.3
|
|
|
$
|
83.3
|
|
|
$
|
44.8
|
|
|
$
|
66.4
|
|
|
$
|
319.8
|
|
Interest and other financing costs, net
|
65.7
|
|
|
68.4
|
|
|
103.8
|
|
|
71.8
|
|
|
309.7
|
|
|||||
Provision for income taxes
|
52.9
|
|
|
38.8
|
|
|
20.7
|
|
|
33.9
|
|
|
146.3
|
|
|||||
Depreciation and amortization
|
126.5
|
|
|
125.6
|
|
|
122.4
|
|
|
120.3
|
|
|
494.8
|
|
|||||
Share-based compensation expense
(1)
|
16.2
|
|
|
13.4
|
|
|
14.2
|
|
|
14.1
|
|
|
57.9
|
|
|||||
Pro forma EBITDA for equity method investees
(2)
|
5.6
|
|
|
3.1
|
|
|
2.3
|
|
|
4.3
|
|
|
15.3
|
|
|||||
Pro forma EBITDA for certain transactions
(3)
|
—
|
|
|
—
|
|
|
1.6
|
|
|
1.1
|
|
|
2.7
|
|
|||||
Other
(4)
|
(3.5
|
)
|
|
24.9
|
|
|
(3.7
|
)
|
|
10.6
|
|
|
28.3
|
|
|||||
Covenant Adjusted EBITDA
|
$
|
388.7
|
|
|
$
|
357.5
|
|
|
$
|
306.1
|
|
|
$
|
322.5
|
|
|
$
|
1,374.8
|
|
(1)
|
Represents share-based compensation expense resulting from the application of accounting for stock options, restricted stock units, performance stock, performance stock units, and deferred stock unit awards (see note 7 to the condensed consolidated financial statements).
|
(2)
|
Represents our estimated share of EBITDA, primarily from our AIM Services Co., Ltd. equity method investment, not already reflected in our Covenant Adjusted EBITDA. EBITDA for this equity method investee is calculated in a manner consistent with consolidated Covenant Adjusted EBITDA but does not represent cash distributions received from this investee.
|
(3)
|
Represents the annualizing of net EBITDA from acquisitions made during the period.
|
(4)
|
Other for the twelve months ended December 30, 2016 includes organizational streamlining initiatives ($26.8 million costs), the impact of the change in fair value related to certain gasoline and diesel agreements ($13.8 million gain), expenses related to acquisition costs ($4.0 million), property and other asset write-downs associated with the sale of a building ($5.1 million) and asset write-offs ($5.0 million).
|
|
Covenant
Requirements |
|
Actual
Ratios |
Maximum Consolidated Secured Debt Ratio
(1)
|
5.125x
|
|
2.70x
|
Interest Coverage Ratio (Fixed Charge Coverage Ratio)
(2)
|
2.000x
|
|
4.67x
|
(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.
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(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.
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Exhibit No.
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Description
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3.1
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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)).
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3.2
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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)).
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3.3
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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
|
|
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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)).
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4.2
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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)).
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4.3
|
|
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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)).
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4.4
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|
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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 (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)).
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4.5
|
|
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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 (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)).
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10.1
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|
|
Aramark Amended and Restated 2013 Stock Incentive Plan.
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10.2
|
|
|
Amended and Restated Aramark Senior Executive Performance Bonus Plan.
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12.1
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|
|
Ratio of Earnings to Fixed Charges.
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31.1
|
|
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Certification of Eric Foss, Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
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31.2
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|
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Certification of Stephen P. Bramlage Jr., Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
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32.1
|
|
|
Certification of Eric Foss, Chief Executive Officer, and Stephen P. Bramlage Jr., Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101
|
|
|
The following financial information from Aramark's Quarterly Report on Form 10-Q for the period ended December 30, 2016 formatted in XBRL: (i) Condensed Consolidated Balance Sheets as of December 30, 2016 and September 30, 2016; (ii) Condensed Consolidated Statements of Income for the three months ended December 30, 2016 and January 1, 2016; (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended December 30, 2016 and January 1, 2016; (iv) Condensed Consolidated Statements of Cash Flows for the three months ended December 30, 2016 and January 1, 2016; and (v) Notes to Condensed Consolidated Financial Statements.
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Aramark
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||
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By:
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/s/ B
RIAN
P
RESSLER
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Name:
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Brian Pressler
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Title:
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Senior Vice President and Chief Accounting Officer
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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)).
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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 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)).
|
4.2
|
|
|
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)).
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4.3
|
|
|
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)).
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4.4
|
|
|
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 (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)).
|
4.5
|
|
|
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 (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)).
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10.1
|
|
|
Aramark Amended and Restated 2013 Stock Incentive Plan.
|
10.2
|
|
|
Amended and Restated Aramark Senior Executive Performance Bonus Plan.
|
12.1
|
|
|
Ratio of Earnings to Fixed Charges.
|
31.1
|
|
|
Certification of Eric Foss, Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
|
31.2
|
|
|
Certification of Stephen P. Bramlage Jr., Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
|
32.1
|
|
|
Certification of Eric Foss, Chief Executive Officer, and Stephen P. Bramlage Jr., Chief Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
|
|
The following financial information from Aramark's Quarterly Report on Form 10-Q for the period ended December 30, 2016 formatted in XBRL: (i) Condensed Consolidated Balance Sheets as of December 30, 2016 and September 30, 2016; (ii) Condensed Consolidated Statements of Income for the three months ended December 30, 2016 and January 1, 2016; (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended December 30, 2016 and January 1, 2016; (iv) Condensed Consolidated Statements of Cash Flows for the three months ended December 30, 2016 and January 1, 2016; and (v) Notes to Condensed Consolidated Financial Statements.
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|
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Three Months
Ended
December 30, 2016
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|
||
Income before income taxes
|
|
$
|
178,378
|
|
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Fixed charges, excluding capitalized interest
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|
81,079
|
|
|
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Undistributed earnings of less than 50% owned affiliates
|
|
(4,239
|
)
|
|
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Earnings, as adjusted
|
|
$
|
255,218
|
|
|
Interest expense
|
|
$
|
66,858
|
|
|
Portion of operating lease rentals representative of interest factor
|
|
14,012
|
|
|
|
Fixed charges
|
|
$
|
80,870
|
|
|
Ratio of earnings to fixed charges
|
|
3.2
|
|
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).
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1.
|
I have reviewed this quarterly report on Form 10-Q of Aramark for the quarter ended
December 30, 2016
;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
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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
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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
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5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
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/s/ E
RIC
J. F
OSS
|
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Eric J. Foss
|
|
Chairman, President and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Aramark for the quarter ended
December 30, 2016
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
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
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ S
TEPHEN
P. B
RAMLAGE
, J
R
.
|
Stephen P. Bramlage, Jr.
|
Executive Vice President and
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ E
RIC
J. F
OSS
|
|
Eric J. Foss
|
|
Chairman, President and Chief Executive Officer
|
|
|
/s/ S
TEPHEN
P. B
RAMLAGE
, J
R
.
|
Stephen P. Bramlage, Jr.
|
Executive Vice President and Chief Financial Officer
|