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 $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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TABLE OF CONTENTS
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Reportable Segments:
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FSS North America
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FSS International
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Uniform
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FY 2017 Sales
(a)
:
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$
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10,231.5
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$
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2,808.2
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$
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1,564.7
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FY 2017 Operating Income
(a)
:
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$
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621.9
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$
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137.0
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$
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182.3
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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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(a)
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Dollars in millions. Operating income excludes $
133.1 million
related to corporate expenses. For certain other financial information relating to our segments, see Note 15 to the audited consolidated financial statements.
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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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•
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minimum wage, overtime, classification, wage payment and employment discrimination;
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•
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immigration;
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•
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governmentally funded entitlement programs and cost and accounting principles;
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•
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false claims, whistleblowers and consumer protection;
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•
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environmental protection;
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•
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food safety, sanitation, labeling and human health and safety;
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•
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customs and import and export controls;
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•
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the Foreign Corrupt Practices Act, the U.K. Bribery Act and other anti-corruption laws;
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•
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antitrust, competition, procurement and lobbying;
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•
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minority, women and disadvantaged business enterprise statutes;
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•
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motor carrier safety; and
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•
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privacy and data security.
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•
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exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our senior secured credit facilities and our receivables facility, are at variable rates of interest;
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•
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making it more difficult for us to make payments on our indebtedness;
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•
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increasing our vulnerability to general economic and industry conditions;
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•
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requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;
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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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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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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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59
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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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47
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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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60
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Senior Vice President, Integration
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2013
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Lynn B. McKee
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62
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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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42
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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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59
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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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44
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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
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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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0.095
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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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0.095
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Quarter ended July 1, 2016
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$
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34.16
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$
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31.56
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$
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0.095
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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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0.095
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Quarter ended December 30, 2016
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$
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37.96
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$
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33.15
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$
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0.103
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Quarter ended March 31, 2017
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$
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37.51
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$
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33.08
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$
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0.103
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Quarter ended June 30, 2017
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$
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41.48
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$
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36.11
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$
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0.103
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Quarter ended September 29, 2017
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$
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41.08
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$
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38.91
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$
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0.103
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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
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September 29, 2017
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Aramark
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$100.0
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$133.3
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$152.2
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$194.9
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$203.1
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S&P 500
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$100.0
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|
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$112.7
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$114.0
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$121.3
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$141.9
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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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$140.6
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(dollars in millions, except per share
amounts)
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Fiscal Year Ended on or near
September 30
(1)
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2017
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2016
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2015
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2014
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2013
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Income Statement Data:
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Sales
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$
|
14,604.4
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$
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14,415.8
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$
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14,329.1
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$
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14,832.9
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$
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13,945.7
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Depreciation and amortization
|
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508.2
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495.8
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504.0
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521.6
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542.1
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|||||
Operating income
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808.1
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746.3
|
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627.9
|
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564.6
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514.4
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|||||
Interest and other financing costs, net
|
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287.4
|
|
|
315.4
|
|
|
285.9
|
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334.9
|
|
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423.8
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|
|||||
Income from continuing operations
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374.2
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|
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288.2
|
|
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237.0
|
|
|
149.5
|
|
|
71.4
|
|
|||||
Net income
|
|
374.2
|
|
|
288.2
|
|
|
237.0
|
|
|
149.5
|
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|
70.4
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|
|||||
Net income attributable to Aramark stockholders
|
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373.9
|
|
|
287.8
|
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235.9
|
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149.0
|
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69.4
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|||||
Basic earnings per share attributable to Aramark stockholders
|
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$1.53
|
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$1.19
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$0.99
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$0.66
|
|
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$0.34
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Diluted earnings per share attributable to Aramark stockholders
|
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$1.49
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$1.16
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$0.96
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$0.63
|
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$0.33
|
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Cash dividends declared per common share
(2)
|
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$0.41
|
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$0.39
|
|
|
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$0.35
|
|
|
|
$0.23
|
|
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$—
|
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Ratio of earnings to fixed charges
(3)
|
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2.4x
|
|
|
2.1x
|
|
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1.9x
|
|
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1.5x
|
|
|
1.2x
|
|
|||||
Balance Sheet Data (at period end):
|
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|
|
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|
||||||||||
Total assets
|
|
$
|
11,006.2
|
|
|
$
|
10,582.1
|
|
|
$
|
10,196.4
|
|
|
$
|
10,455.7
|
|
|
$
|
10,267.1
|
|
Long-term borrowings
(4)(5)
|
|
5,190.3
|
|
|
5,223.5
|
|
|
5,184.6
|
|
|
5,355.8
|
|
|
5,758.2
|
|
|||||
Stockholders' Equity
(2)(5)
|
|
2,459.1
|
|
|
2,161.0
|
|
|
1,883.4
|
|
|
1,718.0
|
|
|
903.7
|
|
(1)
|
Our fiscal year ends on the Friday nearest to September 30th. Fiscal years
2017
,
2016
,
2015
,
2014
and
2013
refer to the fiscal years ended
September 29, 2017
,
September 30, 2016
,
October 2, 2015
,
October 3, 2014
and
September 27, 2013
, respectively. Fiscal 2014 was a fifty-three week year. All other periods presented were fifty-two week years.
|
(2)
|
During fiscal
2017
, the Company paid cash dividends totaling
$100.8 million
(
$0.103
per share per quarter). 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).
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(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 ("
ASI
") 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
ASI
of 5.75% Senior Notes due 2020 (the "2020 Notes"). During fiscal 2016,
ASI
issued $900 million of 5.125% Senior Notes due 2024 and $500 million of 4.75% Senior Notes due 2026 to repay approximately
$194.1 million
of senior secured term loan facility, due September 2019 (the"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
. During fiscal 2017,
ASI
issued
$600.0 million
of
5.000%
Senior Notes due April 1, 2025 (the "5.000% 2025 Notes") and Aramark International Finance S.à r.l., an indirect wholly owned subsidiary of the Company, issued
€325.0 million
of
3.125%
Senior Notes due April 1, 2025 (the "
3.125%
2025 Notes" and, together with the
5.000%
2025 Notes, the "2025
Notes
"). Additionally,
ASI
and certain of its subsidiaries entered into a credit agreement on March 28, 2017 (supplemented or otherwise modified from time to time, the "Credit
|
(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.
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•
|
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.
|
•
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Food and Support Services International ("FSS International") - Food, refreshment, specialized dietary and support services, including facility maintenance and housekeeping, provided to business, educational and healthcare institutions and in sports, leisure and other facilities serving the general public. We have operations in
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 services providers. We also have operations in Japan through our 50% ownership of AIM Services Co., Ltd., which is a leader in providing outsourced food services in Japan.
|
•
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Uniform and Career Apparel ("Uniform") - Rental, sale, cleaning, maintenance and delivery of personalized uniforms and other textile items on a contract basis and direct marketing of personalized uniforms and accessories to clients in a wide range of industries in the United States, Puerto Rico, Japan and Canada, including the manufacturing, transportation, construction, restaurants and hotels, healthcare and pharmaceutical industries. We supply garments, other textile and paper products and other accessories through rental and direct purchase programs to businesses, public institutions and individuals.
|
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|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
|
September 29, 2017
|
|
September 30, 2016
|
|
$
|
|
%
|
|||||||
|
|
|
|||||||||||||
Sales
|
|
$
|
14,604.4
|
|
|
$
|
14,415.8
|
|
|
$
|
188.6
|
|
|
1
|
%
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|||||||
Cost of services provided
|
|
12,989.0
|
|
|
12,890.4
|
|
|
98.6
|
|
|
1
|
%
|
|||
Other operating expenses
|
|
807.3
|
|
|
779.1
|
|
|
28.2
|
|
|
4
|
%
|
|||
|
|
13,796.3
|
|
|
13,669.5
|
|
|
126.8
|
|
|
1
|
%
|
|||
Operating income
|
|
808.1
|
|
|
746.3
|
|
|
61.8
|
|
|
8
|
%
|
|||
Interest and Other Financing Costs, net
|
|
287.4
|
|
|
315.4
|
|
|
(28.0
|
)
|
|
(9
|
)%
|
|||
Income Before Income Taxes
|
|
520.7
|
|
|
430.9
|
|
|
89.8
|
|
|
21
|
%
|
|||
Provision for Income Taxes
|
|
146.5
|
|
|
142.7
|
|
|
3.8
|
|
|
3
|
%
|
|||
Net income
|
|
$
|
374.2
|
|
|
$
|
288.2
|
|
|
$
|
86.0
|
|
|
30
|
%
|
|
|
Fiscal Year Ended
|
|
|
|
|
||||||||||
Sales by Segment
(1)
|
|
September 29, 2017
|
|
September 30, 2016
|
|
$
|
|
%
|
||||||||
|
|
|||||||||||||||
FSS North America
|
|
$
|
10,231.5
|
|
|
$
|
10,122.3
|
|
|
$
|
109.2
|
|
|
1
|
%
|
|
FSS International
|
|
2,808.2
|
|
|
2,729.8
|
|
|
78.4
|
|
|
3
|
%
|
||||
Uniform
|
|
1,564.7
|
|
|
1,563.7
|
|
|
1.0
|
|
|
—
|
%
|
||||
|
|
$
|
14,604.4
|
|
|
$
|
14,415.8
|
|
|
$
|
188.6
|
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Fiscal Year Ended
|
|
|
||||||||||||
Operating Income by Segment
|
|
September 29, 2017
|
|
September 30, 2016
|
|
$
|
|
%
|
||||||||
FSS North America
|
|
$
|
621.9
|
|
|
$
|
546.4
|
|
|
$
|
75.5
|
|
|
14
|
%
|
|
FSS International
|
|
137.0
|
|
|
129.1
|
|
|
7.9
|
|
|
6
|
%
|
||||
Uniform
|
|
182.3
|
|
|
195.3
|
|
|
(13.0
|
)
|
|
(7
|
%)
|
||||
Corporate
|
|
(133.1
|
)
|
|
(124.5
|
)
|
|
(8.6
|
)
|
|
7
|
%
|
||||
|
|
$
|
808.1
|
|
|
$
|
746.3
|
|
|
$
|
61.8
|
|
|
8
|
%
|
•
|
growth in the Sports, Leisure & Corrections sector partially offset by a decrease in the Healthcare sector in the FSS North America segment;
|
•
|
growth in Ireland and Germany partially offset by a decrease in the U.K. in the FSS International segment;
|
•
|
the adverse impact of natural disasters (estimated to be $25 million); and
|
•
|
the negative impact of foreign currency translation of approximately $72 million (approximately -1%).
|
|
|
Fiscal Year Ended
|
||||
Cost of services provided components
|
|
September 29, 2017
|
|
September 30, 2016
|
||
Food and support service costs
|
|
26
|
%
|
|
27
|
%
|
Personnel costs
|
|
47
|
%
|
|
47
|
%
|
Other direct costs
|
|
27
|
%
|
|
26
|
%
|
|
|
100
|
%
|
|
100
|
%
|
•
|
profit growth in the FSS North America and FSS International segments;
|
•
|
a decrease in acquisition-related amortization expense ($20.6 million);
|
•
|
the prior year charges related to the sale of one of our buildings (approximately $6.8 million) and asset write-offs, mainly in the Uniform segment (approximately $7.0 million); and
|
•
|
a gain from a retrospective refund under our casualty insurance program related to favorable loss experience in a prior year (approximately $6.5 million); which more than offset
|
•
|
the adverse impact of natural disasters (estimated to be $17 million, which includes approximately $6.1 million in asset write-downs);
|
•
|
a profit decline in the Uniform segment;
|
•
|
an increase in the loss related to the change in fair value of certain gasoline and diesel agreements (approximately $8.7 million); and
|
•
|
an increase in share-based compensation (approximately $8.2 million).
|
•
|
strategic focus around procurement and labor management initiatives in base business;
|
•
|
a decrease in acquisition-related amortization expense (approximately $21.0 million);
|
•
|
the prior year charges related to the sale of one of our buildings (approximately $6.8 million);
|
•
|
a decrease in severance-related charges (approximately $6.5 million);
|
•
|
prior year multiemployer pension plan charges (approximately $2.3 million); and
|
•
|
a gain from a retrospective refund under our casualty insurance program related to favorable loss experience in a prior year (approximately $4.0 million); which more than offset
|
•
|
the adverse impact of natural disasters (estimated to be $8 million); and
|
•
|
profit decline in our Healthcare and Facilities & Other sectors.
|
•
|
sales growth in Ireland, Germany, Spain, China and Korea and acquisitions (approximately 1%); which was partially offset by
|
•
|
a sales decline in the U.K. and South America; and
|
•
|
the negative impact of foreign currency translation (approximately $77 million or -3%).
|
•
|
profit growth in Germany, China and South America; which was partially offset by
|
•
|
a profit decline in the U.K.; and
|
•
|
the negative impact of foreign currency translation (approximately $1.8 million or -1%).
|
•
|
the adverse impact of natural disasters, primarily on our operations in Puerto Rico (estimated to be $8 million, including $6.1 million of asset write-downs); and
|
•
|
installation costs related to the onboarding of new business; which was partially offset by
|
•
|
the prior year charge to write-off impaired assets (approximately $6.0 million).
|
•
|
an increase in the loss related to the change in fair value related to certain gasoline and diesel agreements (approximately $8.7 million); and
|
•
|
an increase in share-based compensation expense mainly related to performance stock awards (approximately $8.2 million); which more than offset
|
•
|
a decrease in consulting costs (approximately $9.1 million).
|
|
|
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
|
|
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
|
%
|
|
|
Fiscal Year Ended
|
|||||||
|
|
September 30, 2016*
|
|
October 2, 2015*
|
|||||
Business & Industry
|
|
$
|
1,522.0
|
|
|
$
|
1,558.4
|
|
|
Education
|
|
3,026.4
|
|
|
2,895.2
|
|
|||
Healthcare
|
|
1,350.1
|
|
|
1,375.7
|
|
|||
Sports, Leisure & Corrections
|
|
2,191.1
|
|
|
2,001.1
|
|
|||
Facilities & Other
|
|
2,032.7
|
|
|
2,119.9
|
|
|||
|
|
$
|
10,122.3
|
|
|
$
|
9,950.3
|
|
|
*Amounts have been restated to reflect current period classification due to an internal reorganization related to Facilities & Other beginning in fiscal 2017.
|
|
Fiscal Year Ended
|
||||||||||
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
Net cash provided by operating activities
|
$
|
1,053.4
|
|
|
$
|
867.3
|
|
|
$
|
802.2
|
|
Net cash used in investing activities
|
(678.5
|
)
|
|
(679.7
|
)
|
|
(504.3
|
)
|
|||
Net cash used in financing activities
|
(288.7
|
)
|
|
(157.4
|
)
|
|
(287.1
|
)
|
•
|
Prepayments being a source of cash compared to a use of cash in the prior year due to the timing of prepayments made at the end of fiscal 2016 related to interest, insurance premiums and income and non-income related tax payments; and
|
•
|
Accounts payable being a greater source of cash compared to the prior year due to the timing of disbursements, extension of certain payment terms and new business; partially offset by
|
•
|
Accounts receivable were a greater use of cash compared to the prior year due to timing of collections and new business; and
|
•
|
Accrued expenses were less of a source of cash compared to the prior year due to a decrease in payroll related accruals offset by timing of client advances and interest payments.
|
•
|
issuance of $600 million of 5.000% Senior Notes due April 2025;
|
•
|
issuance of €325.0 of 3.125% Senior Notes due April 2025;
|
•
|
issuance of $2.0 billion of new U.S. term loans, CAD250.1 million ($200.5 million) of term loan denominated in Canadian dollars, ¥11,051.5 million ($98.2 million) of term loans denominated in yen and €170.0 million ($200.9 million of euro denominated term loan;
|
•
|
repayment of all existing term loan facilities under the Company's existing senior secured credit facilities;
|
•
|
repayment of the 5.750% Senior Notes, due March 2020;
|
•
|
payment of fees and expenses related to the refinancing activities (approximately $44.4 million); and
|
•
|
proceeds from the sale of buildings in our FSS International segment (approximately $30.1 million).
|
|
|
Fiscal Year Ended
|
||||||||||
(in millions)
|
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
Net income attributable to Aramark Services, Inc. stockholder
|
|
$
|
373.9
|
|
|
$
|
287.8
|
|
|
$
|
235.9
|
|
Interest and other financing costs, net
|
|
287.4
|
|
|
315.4
|
|
|
285.9
|
|
|||
Provision for income taxes
|
|
146.5
|
|
|
142.7
|
|
|
105.0
|
|
|||
Depreciation and amortization
|
|
508.2
|
|
|
495.8
|
|
|
504.0
|
|
|||
Share-based compensation expense
(1)
|
|
65.2
|
|
|
56.9
|
|
|
66.4
|
|
|||
Unusual or non-recurring (gains)/losses
(2)
|
|
—
|
|
|
—
|
|
|
(3.9
|
)
|
|||
Pro forma EBITDA for equity method investees
(3)
|
|
14.2
|
|
|
14.3
|
|
|
14.8
|
|
|||
Pro forma EBITDA for certain transactions
(4)
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|||
Other
(5)
|
|
36.8
|
|
|
35.4
|
|
|
58.9
|
|
|||
Covenant Adjusted EBITDA
|
|
$
|
1,432.2
|
|
|
$
|
1,352.4
|
|
|
$
|
1,267.0
|
|
(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 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.
|
(3)
|
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.
|
(4)
|
Represents the annualizing of net EBITDA from acquisitions made during the period.
|
(5)
|
Other includes organizational streamlining initiatives ($19.4 million for fiscal 2017, $24.9 million for fiscal 2016 and $27.5 million for fiscal 2015), the impact of the change in fair value related to certain gasoline and diesel agreements ($0.4 million loss for fiscal 2017, $8.3 million gain for fiscal 2016 and $2.6 million loss for fiscal 2015), expenses related to acquisition costs ($2.6 million for fiscal 2017, $3.9 million for fiscal 2016 and $0.4 million for fiscal 2015), estimated impact from natural disasters ($17.0 million, of which $6.1 million relates to asset write-downs, for fiscal 2017), 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 other miscellaneous expenses.
|
|
Covenant
Requirements |
|
Actual
Ratios |
Consolidated Secured Debt Ratio
(1)
|
5.125x
|
|
1.87x
|
Interest Coverage Ratio (Fixed Charge Coverage Ratio)
(2)
|
2.00x
|
|
5.82x
|
(1)
|
The Credit Agreement requires ASI 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 consisting of debt for borrowed money, capital leases, debt in respect of sale-leaseback transactions, disqualified and preferred stock and advances under the Receivables Facility secured by a lien reduced by the amount of cash and cash equivalents on the consolidated balance sheet that is free and clear of any lien. Non-compliance with the maximum Consolidated Secured Debt Ratio could result in the requirement to immediately repay all amounts outstanding under the Credit Agreement, which, if ASI's lenders under the Credit Agreement (other than the lenders in respect of ASI’s U.S. Term Loan B, which lenders do not benefit from the maximum Consolidated Secured Debt Ratio covenant) 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 incremental capacity 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 29, 2017
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Long-term borrowings
(1)
|
|
$
|
5,186,427
|
|
|
$
|
55,864
|
|
|
$
|
415,027
|
|
|
$
|
920,956
|
|
|
$
|
3,794,580
|
|
Capital lease obligations
|
|
114,400
|
|
|
22,293
|
|
|
38,650
|
|
|
24,230
|
|
|
29,227
|
|
|||||
Estimated interest payments
(2)
|
|
1,219,500
|
|
|
196,100
|
|
|
376,400
|
|
|
342,400
|
|
|
304,600
|
|
|||||
Operating leases and other noncancelable commitments
|
|
623,481
|
|
|
213,414
|
|
|
129,096
|
|
|
78,467
|
|
|
202,504
|
|
|||||
Purchase obligations
(3)
|
|
962,902
|
|
|
417,211
|
|
|
377,457
|
|
|
71,405
|
|
|
96,829
|
|
|||||
Other liabilities
(4)
|
|
241,600
|
|
|
47,800
|
|
|
19,300
|
|
|
11,300
|
|
|
163,200
|
|
|||||
|
|
$
|
8,348,310
|
|
|
$
|
952,682
|
|
|
$
|
1,355,930
|
|
|
$
|
1,448,758
|
|
|
$
|
4,590,940
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
Amount of Commitment Expiration by Period
|
||||||||||||||||
Other Commercial Commitments as of September 29, 2017
|
|
Total
Amounts
Committed
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Letters of credit
|
|
$
|
33,107
|
|
|
$
|
33,107
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Guarantees
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
$
|
33,107
|
|
|
$
|
33,107
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Excludes the
$47.2 million
reduction to long-term borrowings from debt discounts and deferred financing fees and the increase of
$14.9 million
from the unamortized premium on the 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 29, 2017
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
2018
through
2023
is $4,885.9 million, $4,814.8 million, $4,719.9 million, $4,594.4 million, $4,466.4 million and $3,686.1 million, respectively. The weighted average interest rate of our existing debt obligations for each fiscal year from
2018
through
2023
is 4.01%, 3.94%, 3.96%, 3.87%, 3.68% and 4.18%, 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 in which we operate as well as for purchases of certain vendors' products.
|
(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
$254.2 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/ P
IERRE-
O
LIVIER
B
ECKERS-
V
IEUJANT
|
|
Director
|
Pierre-Olivier Beckers-Vieujant
|
|
|
|
|
|
/s/ L
ISA
G. B
ISACCIA
|
|
Director
|
Lisa G. Bisaccia
|
|
|
|
|
|
/s/ R
ICHARD
W. D
REILING
|
|
Director
|
Richard W. Dreiling
|
|
|
|
|
|
/s/ I
RENE
M. E
STEVES
|
|
Director
|
Irene M. Esteves
|
|
|
|
|
|
/s/ D
ANIEL
J. H
EINRICH
|
|
Director
|
Daniel J. Heinrich
|
|
|
|
|
|
/s/ S
ANJEEV
K. M
EHRA
|
|
Director
|
Sanjeev K. Mehra
|
|
|
|
|
|
/s/ P
ATRICIA
B. M
ORRISON
|
|
Director
|
Patricia B. Morrison
|
|
|
|
|
|
/s/ J
OHN
A. Q
UELCH
|
|
Director
|
John A. Quelch
|
|
|
|
|
|
/s/ S
TEPHEN
I. S
ADOVE
|
|
Director
|
Stephen I. Sadove
|
|
|
|
|
|
Page
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
September 29, 2017
|
|
September 30, 2016
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
238,797
|
|
|
$
|
152,580
|
|
Receivables (less allowances: 2017 - $53,416; 2016 - $48,058)
|
1,615,993
|
|
|
1,476,349
|
|
||
Inventories
|
610,732
|
|
|
587,155
|
|
||
Prepayments and other current assets
|
187,617
|
|
|
276,487
|
|
||
Total current assets
|
2,653,139
|
|
|
2,492,571
|
|
||
Property and Equipment, at cost:
|
|
|
|
||||
Land, buildings and improvements
|
673,616
|
|
|
643,347
|
|
||
Service equipment and fixtures
|
2,003,177
|
|
|
1,890,301
|
|
||
|
2,676,793
|
|
|
2,533,648
|
|
||
Less - Accumulated depreciation
|
(1,634,762
|
)
|
|
(1,510,565
|
)
|
||
|
1,042,031
|
|
|
1,023,083
|
|
||
Goodwill
|
4,715,511
|
|
|
4,628,881
|
|
||
Other Intangible Assets
|
1,120,824
|
|
|
1,111,883
|
|
||
Other Assets
|
1,474,724
|
|
|
1,325,654
|
|
||
|
$
|
11,006,229
|
|
|
$
|
10,582,072
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term borrowings
|
$
|
78,157
|
|
|
$
|
46,522
|
|
Accounts payable
|
955,925
|
|
|
847,588
|
|
||
Accrued payroll and related expenses
|
487,573
|
|
|
514,619
|
|
||
Accrued expenses and other current liabilities
|
846,440
|
|
|
776,016
|
|
||
Total current liabilities
|
2,368,095
|
|
|
2,184,745
|
|
||
Long-Term Borrowings
|
5,190,331
|
|
|
5,223,514
|
|
||
Deferred Income Taxes and Other Noncurrent Liabilities
|
978,944
|
|
|
1,003,013
|
|
||
Redeemable Noncontrolling Interest
|
9,798
|
|
|
9,794
|
|
||
Stockholders' Equity:
|
|
|
|
||||
Common stock, par value $.01 (authorized: 600,000,000 shares; issued: 2017—277,111,042 shares and 2016—272,565,923;
and outstanding: 2017—245,593,961 shares and 2016—244,713,580)
|
2,771
|
|
|
2,726
|
|
||
Capital surplus
|
3,014,546
|
|
|
2,921,725
|
|
||
Retained earnings/(accumulated deficit)
|
247,050
|
|
|
(33,778
|
)
|
||
Accumulated other comprehensive loss
|
(123,760
|
)
|
|
(180,783
|
)
|
||
Treasury stock (shares held in treasury: 2017—31,517,081 shares and 2016—27,852,343)
|
(681,546
|
)
|
|
(548,884
|
)
|
||
Total stockholders' equity
|
2,459,061
|
|
|
2,161,006
|
|
||
|
$
|
11,006,229
|
|
|
$
|
10,582,072
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
Sales
|
$
|
14,604,412
|
|
|
$
|
14,415,829
|
|
|
$
|
14,329,135
|
|
Costs and Expenses:
|
|
|
|
|
|
||||||
Cost of services provided
|
12,988,973
|
|
|
12,890,408
|
|
|
12,880,424
|
|
|||
Depreciation and amortization
|
508,212
|
|
|
495,765
|
|
|
504,033
|
|
|||
Selling and general corporate expenses
|
299,170
|
|
|
283,342
|
|
|
316,740
|
|
|||
|
13,796,355
|
|
|
13,669,515
|
|
|
13,701,197
|
|
|||
Operating income
|
808,057
|
|
|
746,314
|
|
|
627,938
|
|
|||
Interest and Other Financing Costs, net
|
287,415
|
|
|
315,383
|
|
|
285,942
|
|
|||
Income Before Income Taxes
|
520,642
|
|
|
430,931
|
|
|
341,996
|
|
|||
Provision for Income Taxes
|
146,455
|
|
|
142,699
|
|
|
105,020
|
|
|||
Net income
|
374,187
|
|
|
288,232
|
|
|
236,976
|
|
|||
Less: Net income attributable to noncontrolling interest
|
264
|
|
|
426
|
|
|
1,030
|
|
|||
Net income attributable to Aramark stockholders
|
$
|
373,923
|
|
|
$
|
287,806
|
|
|
$
|
235,946
|
|
|
|
|
|
|
|
||||||
Earnings per share attributable to Aramark stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.53
|
|
|
$
|
1.19
|
|
|
$
|
0.99
|
|
Diluted
|
$
|
1.49
|
|
|
$
|
1.16
|
|
|
$
|
0.96
|
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
||||||
Basic
|
244,453
|
|
|
242,286
|
|
|
237,616
|
|
|||
Diluted
|
251,557
|
|
|
248,763
|
|
|
246,616
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
Net income
|
$
|
374,187
|
|
|
$
|
288,232
|
|
|
$
|
236,976
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Pension plan adjustments
|
19,992
|
|
|
(24,670
|
)
|
|
3,522
|
|
|||
Foreign currency translation adjustments
|
5,903
|
|
|
3,080
|
|
|
(43,547
|
)
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the period
|
19,449
|
|
|
(8,426
|
)
|
|
(34,622
|
)
|
|||
Reclassification adjustments
|
10,130
|
|
|
21,184
|
|
|
11,681
|
|
|||
Share of equity investee's comprehensive income (loss)
|
1,549
|
|
|
(5,383
|
)
|
|
2,696
|
|
|||
Other comprehensive income (loss), net of tax
|
57,023
|
|
|
(14,215
|
)
|
|
(60,270
|
)
|
|||
Comprehensive income
|
431,210
|
|
|
274,017
|
|
|
176,706
|
|
|||
Less: Net income attributable to noncontrolling interest
|
264
|
|
|
426
|
|
|
1,030
|
|
|||
Comprehensive income attributable to Aramark stockholders
|
$
|
430,946
|
|
|
$
|
273,591
|
|
|
$
|
175,676
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
374,187
|
|
|
$
|
288,232
|
|
|
$
|
236,976
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
508,212
|
|
|
495,765
|
|
|
504,033
|
|
|||
Income taxes deferred
|
(37,856
|
)
|
|
52,416
|
|
|
(4,108
|
)
|
|||
Share-based compensation expense
|
65,155
|
|
|
56,942
|
|
|
66,416
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
(111,423
|
)
|
|
(32,859
|
)
|
|
81,284
|
|
|||
Inventories
|
(21,147
|
)
|
|
(9,625
|
)
|
|
(29,587
|
)
|
|||
Prepayments
|
95,536
|
|
|
(64,663
|
)
|
|
9,763
|
|
|||
Accounts payable
|
93,965
|
|
|
4,486
|
|
|
(46,422
|
)
|
|||
Accrued expenses
|
26,804
|
|
|
67,600
|
|
|
4,474
|
|
|||
Changes in other noncurrent liabilities
|
31,959
|
|
|
(33,711
|
)
|
|
(52,136
|
)
|
|||
Changes in other assets
|
(9,342
|
)
|
|
(10,189
|
)
|
|
13,595
|
|
|||
Other operating activities
|
37,337
|
|
|
52,920
|
|
|
17,904
|
|
|||
Net cash provided by operating activities
|
1,053,387
|
|
|
867,314
|
|
|
802,192
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment, client contract investments and other
|
(552,729
|
)
|
|
(512,532
|
)
|
|
(524,384
|
)
|
|||
Disposals of property and equipment
|
18,906
|
|
|
26,824
|
|
|
19,128
|
|
|||
Acquisition of certain businesses:
|
|
|
|
|
|
||||||
Working capital other than cash acquired
|
8,114
|
|
|
10,226
|
|
|
(143
|
)
|
|||
Property and equipment
|
(2,273
|
)
|
|
(32,989
|
)
|
|
—
|
|
|||
Additions to goodwill, other intangible assets and other assets, net
|
(147,963
|
)
|
|
(176,614
|
)
|
|
(3,234
|
)
|
|||
Other investing activities
|
(2,539
|
)
|
|
5,340
|
|
|
4,299
|
|
|||
Net cash used in investing activities
|
(678,484
|
)
|
|
(679,745
|
)
|
|
(504,334
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from long-term borrowings
|
3,851,417
|
|
|
1,399,988
|
|
|
71,926
|
|
|||
Payments of long-term borrowings
|
(3,911,992
|
)
|
|
(1,363,534
|
)
|
|
(209,621
|
)
|
|||
Net change in funding under the Receivables Facility
|
(13,800
|
)
|
|
(82,000
|
)
|
|
—
|
|
|||
Payments of dividends
|
(100,813
|
)
|
|
(92,074
|
)
|
|
(81,898
|
)
|
|||
Proceeds from issuance of common stock
|
28,779
|
|
|
35,705
|
|
|
39,946
|
|
|||
Repurchase of common stock
|
(100,000
|
)
|
|
(749
|
)
|
|
(50,176
|
)
|
|||
Other financing activities
|
(42,277
|
)
|
|
(54,741
|
)
|
|
(57,309
|
)
|
|||
Net cash used in financing activities
|
(288,686
|
)
|
|
(157,405
|
)
|
|
(287,132
|
)
|
|||
Increase in cash and cash equivalents
|
86,217
|
|
|
30,164
|
|
|
10,726
|
|
|||
Cash and cash equivalents, beginning of period
|
152,580
|
|
|
122,416
|
|
|
111,690
|
|
|||
Cash and cash equivalents, end of period
|
$
|
238,797
|
|
|
$
|
152,580
|
|
|
$
|
122,416
|
|
|
Total
Stockholders'
Equity
|
|
Common
Stock |
|
Capital
Surplus |
|
Retained Earnings / (Accumulated Deficit)
|
|
Accumulated
Other
Comprehensive
Loss |
|
Treasury Stock
|
||||||||||||
Balance, October 3, 2014
|
$
|
1,718,036
|
|
|
$
|
2,561
|
|
|
$
|
2,575,011
|
|
|
$
|
(382,463
|
)
|
|
$
|
(106,298
|
)
|
|
$
|
(370,775
|
)
|
Net income attributable to Aramark stockholders
|
235,946
|
|
|
|
|
|
|
235,946
|
|
|
|
|
|
||||||||||
Other comprehensive 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
|
)
|
Adoption of new accounting standard (see Note 1)
|
1,129
|
|
|
|
|
(8,013
|
)
|
|
9,142
|
|
|
|
|
|
|||||||||
Net income attributable to Aramark stockholders
|
373,923
|
|
|
|
|
|
|
373,923
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss)
|
57,023
|
|
|
|
|
|
|
|
|
57,023
|
|
|
|
||||||||||
Capital contributions from issuance of common stock
|
35,724
|
|
|
45
|
|
|
35,679
|
|
|
|
|
|
|
|
|||||||||
Share-based compensation expense
|
65,155
|
|
|
|
|
65,155
|
|
|
|
|
|
|
|
||||||||||
Repurchases of Common Stock
|
(132,662
|
)
|
|
|
|
|
|
|
|
|
|
(132,662
|
)
|
||||||||||
Payments of dividends
|
(102,237
|
)
|
|
|
|
|
|
(102,237
|
)
|
|
|
|
|
||||||||||
Balance, September 29, 2017
|
$
|
2,459,061
|
|
|
$
|
2,771
|
|
|
$
|
3,014,546
|
|
|
$
|
247,050
|
|
|
$
|
(123,760
|
)
|
|
$
|
(681,546
|
)
|
•
|
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 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||||||||||||||
|
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
|
|
|
$
|
374,187
|
|
|
|
|
$
|
288,232
|
|
|
|
|
$
|
236,976
|
|
||||||
Pension plan adjustments
|
22,548
|
|
(2,556
|
)
|
19,992
|
|
|
(37,957
|
)
|
13,287
|
|
(24,670
|
)
|
|
2,832
|
|
690
|
|
3,522
|
|
|||
Foreign currency translation adjustments
|
5,903
|
|
—
|
|
5,903
|
|
|
18,547
|
|
(15,467
|
)
|
3,080
|
|
|
(50,458
|
)
|
6,911
|
|
(43,547
|
)
|
|||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gains (losses) arising during the period
|
31,884
|
|
(12,435
|
)
|
19,449
|
|
|
(23,437
|
)
|
15,011
|
|
(8,426
|
)
|
|
(58,143
|
)
|
23,521
|
|
(34,622
|
)
|
|||
Reclassification adjustments
|
16,606
|
|
(6,476
|
)
|
10,130
|
|
|
34,861
|
|
(13,677
|
)
|
21,184
|
|
|
20,143
|
|
(8,462
|
)
|
11,681
|
|
|||
Share of equity investee's comprehensive income (loss)
|
2,383
|
|
(834
|
)
|
1,549
|
|
|
(8,282
|
)
|
2,899
|
|
(5,383
|
)
|
|
4,148
|
|
(1,452
|
)
|
2,696
|
|
|||
Other comprehensive income (loss)
|
79,324
|
|
(22,301
|
)
|
57,023
|
|
|
(16,268
|
)
|
2,053
|
|
(14,215
|
)
|
|
(81,478
|
)
|
21,208
|
|
(60,270
|
)
|
|||
Comprehensive income
|
|
|
431,210
|
|
|
|
|
274,017
|
|
|
|
|
176,706
|
|
|||||||||
Less: Net income attributable to noncontrolling interest
|
|
|
264
|
|
|
|
|
426
|
|
|
|
|
1,030
|
|
|||||||||
Comprehensive income attributable to Aramark stockholders
|
|
|
$
|
430,946
|
|
|
|
|
$
|
273,591
|
|
|
|
|
$
|
175,676
|
|
|
September 29, 2017
|
|
September 30, 2016
|
||||
Pension plan adjustments
|
$
|
(45,275
|
)
|
|
$
|
(65,267
|
)
|
Foreign currency translation adjustments
|
(62,558
|
)
|
|
(68,461
|
)
|
||
Cash flow hedges
|
(6,794
|
)
|
|
(36,373
|
)
|
||
Share of equity investee's accumulated other comprehensive loss
|
(9,133
|
)
|
|
(10,682
|
)
|
||
|
$
|
(123,760
|
)
|
|
$
|
(180,783
|
)
|
|
|
September 29, 2017
|
|
September 30, 2016
|
||
Food
|
|
36.9
|
%
|
|
35.9
|
%
|
Career apparel and linens
|
|
60.5
|
%
|
|
60.9
|
%
|
Parts, supplies and novelties
|
|
2.6
|
%
|
|
3.2
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
September 29, 2017
|
|
September 30, 2016
|
||||
Client contract investments
(1)
|
|
$
|
981,300
|
|
|
$
|
865,004
|
|
Miscellaneous investments
(2)
|
|
247,601
|
|
|
253,798
|
|
||
Long-term receivables
|
|
72,406
|
|
|
72,469
|
|
||
Computer software costs, net
(3)
|
|
111,005
|
|
|
91,760
|
|
||
Other
(4)
|
|
62,412
|
|
|
42,623
|
|
||
|
|
$
|
1,474,724
|
|
|
$
|
1,325,654
|
|
(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 $159.6 million, $142.5 million and $128.8 million during fiscal 2017, fiscal 2016 and fiscal 2015, respectively.
|
(2)
|
Miscellaneous investments represent investments in 50% or less owned entities, including the Company's 50% ownership in AIM Services Co., Ltd., a Japanese food and support services company (approximately $173.8 million and $181.4 million at September 29, 2017 and September 30, 2016, respectively).
|
(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 29, 2017
|
|
September 30, 2016
|
||||
Deferred income
|
|
$
|
294,781
|
|
|
$
|
262,976
|
|
Accrued commissions
|
|
84,138
|
|
|
79,048
|
|
||
Accrued taxes
|
|
75,156
|
|
|
62,510
|
|
||
Accrued insurance and interest
|
|
87,143
|
|
|
66,165
|
|
||
Other
|
|
305,222
|
|
|
305,317
|
|
||
|
|
$
|
846,440
|
|
|
$
|
776,016
|
|
|
|
September 29, 2017
|
|
September 30, 2016
|
||||
Deferred income tax payable
|
|
$
|
570,893
|
|
|
$
|
608,375
|
|
Deferred compensation
|
|
229,663
|
|
|
228,231
|
|
||
Pension-related liabilities
|
|
14,164
|
|
|
26,854
|
|
||
Interest rate swap agreements
|
|
9,313
|
|
|
34,919
|
|
||
Other noncurrent liabilities
|
|
154,911
|
|
|
104,634
|
|
||
|
|
$
|
978,944
|
|
|
$
|
1,003,013
|
|
|
|
Fiscal Year Ended
|
||||||||||
(dollars in millions)
|
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
Interest paid
|
|
$
|
201.7
|
|
|
$
|
275.4
|
|
|
$
|
267.9
|
|
Income taxes paid
|
|
126.3
|
|
|
55.6
|
|
|
31.5
|
|
•
|
During fiscal
2017
, fiscal
2016
and fiscal
2015
, the Company executed capital lease transactions. The present value of the future rental obligations was approximately
$55.4 million
,
$36.4 million
and
$17.9 million
for the respective periods, which is included in property and equipment and long-term borrowings.
|
•
|
During fiscal
2017
, fiscal
2016
and fiscal
2015
, cashless settlements of the exercise price and related employee minimum tax withholding liabilities of share-based payment awards were approximately
$32.7 million
,
$40.1 million
and
$89.6 million
, respectively.
|
(in millions)
|
September 30, 2016
|
|
Net Charges
|
|
Payments and Other
|
|
September 29, 2017
|
||||||
Severance and Related Costs Accrual
|
|
$26.1
|
|
|
18.4
|
|
|
(26.7
|
)
|
|
|
$17.8
|
|
Segment
|
September 30, 2016
|
|
Acquisitions
|
|
Translation and Other
|
|
September 29, 2017
|
||||||||
FSS North America
|
$
|
3,635,614
|
|
|
$
|
32,497
|
|
|
$
|
(1,070
|
)
|
|
$
|
3,667,041
|
|
FSS International
|
418,488
|
|
|
25,413
|
|
|
20,630
|
|
|
464,531
|
|
||||
Uniform
|
574,779
|
|
|
9,640
|
|
|
(480
|
)
|
|
583,939
|
|
||||
|
$
|
4,628,881
|
|
|
$
|
67,550
|
|
|
$
|
19,080
|
|
|
$
|
4,715,511
|
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||||||||||||||||
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||||||||
Customer relationship assets
|
$
|
1,376,812
|
|
|
$
|
(1,063,350
|
)
|
|
$
|
313,462
|
|
|
$
|
1,793,739
|
|
|
$
|
(1,462,058
|
)
|
|
$
|
331,681
|
|
Trade names
|
807,362
|
|
|
—
|
|
|
807,362
|
|
|
781,835
|
|
|
(1,633
|
)
|
|
780,202
|
|
||||||
|
$
|
2,184,174
|
|
|
$
|
(1,063,350
|
)
|
|
$
|
1,120,824
|
|
|
$
|
2,575,574
|
|
|
$
|
(1,463,691
|
)
|
|
$
|
1,111,883
|
|
2018
|
$
|
62,756
|
|
2019
|
53,357
|
|
|
2020
|
52,815
|
|
|
2021
|
45,348
|
|
|
2022
|
24,972
|
|
|
|
September 29, 2017
|
|
September 30, 2016
|
||||
Senior secured revolving credit facility, due March 2022
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior secured term loan facility, due September 2019
|
|
—
|
|
|
840,305
|
|
||
Senior secured term loan facility, due February 2021
|
|
—
|
|
|
2,450,749
|
|
||
Senior secured term loan facility, due March 2022
|
|
1,125,858
|
|
|
—
|
|
||
Senior secured term loan facility, due March 2024
|
|
1,403,429
|
|
|
—
|
|
||
5.75% senior notes, due March 2020
|
|
—
|
|
|
227,032
|
|
||
5.125% senior notes, due January 2024
|
|
903,654
|
|
|
905,095
|
|
||
4.750% senior notes, due June 2026
|
|
493,464
|
|
|
492,886
|
|
||
5.000% senior notes, due April 2025
|
|
589,733
|
|
|
—
|
|
||
3.125% senior notes, due April 2025
|
|
379,429
|
|
|
—
|
|
||
Receivables Facility, due May 2019
|
|
254,200
|
|
|
268,000
|
|
||
Capital leases
|
|
114,400
|
|
|
78,615
|
|
||
Other
|
|
4,321
|
|
|
7,354
|
|
||
|
|
5,268,488
|
|
|
5,270,036
|
|
||
Less—current portion
|
|
(78,157
|
)
|
|
(46,522
|
)
|
||
|
|
$
|
5,190,331
|
|
|
$
|
5,223,514
|
|
•
|
A U.S. dollar denominated term loan to ASI in the amount of
$633.8 million
, due
2022
, ("
U.S. Term Loan A
") and
$1.4 billion
, due
2024
("
U.S. Term Loan B
");
|
•
|
A Canadian dollar denominated term loan to Aramark Canada Ltd. in the amount of CAD
250.1 million
, due
2022
(approximately
$200.5 million
) (the "
Canadian Term Loan
");
|
•
|
A yen denominated term loan to ASI in the amount of ¥
11,051.5 million
, due
2022
(approximately
$98.2 million
) ("
Yen Term Loan
");
|
•
|
A euro denominated term loan to Aramark Investments Limited, a U.K. borrower, in an amount of €
170.0 million
, due 2022 (approximately
$200.9 million
) (the "
Euro Term Loan
"); and
|
•
|
A revolving credit facility available for loans in U.S. dollars, Canadian dollars, euros and pounds sterling to ASI and certain foreign borrowers with aggregate commitments under the Credit Agreement of
$1.0 billion
and a final maturity date of March 28,
2022
.
|
•
|
50%
of
ASI
's annual excess cash flow (as defined in the Credit Agreement) with stepdowns to
25%
and
0%
upon
ASI
's reaching certain Consolidated Secured Debt Ratio thresholds; provided, further, that such prepayment shall only be required to the extent excess cash flow for the applicable year exceeds
$10.0 million
;
|
•
|
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; provided, further, that such prepayment shall only be required to the extent net cash proceeds exceeds
$100.0 million
; and
|
•
|
100%
of the net cash proceeds of any incurrence of debt, but excluding proceeds from certain debt permitted under the Credit Agreement.
|
2018
|
$
|
78,157
|
|
2019
|
321,416
|
|
|
2020
|
132,261
|
|
|
2021
|
149,435
|
|
|
2022
|
795,751
|
|
|
Thereafter
|
3,823,807
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
Interest expense
|
|
$
|
285,995
|
|
|
$
|
315,166
|
|
|
$
|
286,261
|
|
Interest income
|
|
(5,942
|
)
|
|
(5,288
|
)
|
|
(4,932
|
)
|
|||
Other financing costs
|
|
7,362
|
|
|
5,505
|
|
|
4,613
|
|
|||
Total
|
|
$
|
287,415
|
|
|
$
|
315,383
|
|
|
$
|
285,942
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
Interest rate swap agreements
|
$
|
31,884
|
|
|
$
|
(21,321
|
)
|
|
$
|
(70,455
|
)
|
Cross currency swap agreements
|
—
|
|
|
(2,116
|
)
|
|
12,312
|
|
|||
|
$
|
31,884
|
|
|
$
|
(23,437
|
)
|
|
$
|
(58,143
|
)
|
|
|
Balance Sheet Location
|
|
September 29, 2017
|
|
September 30, 2016
|
||||
ASSETS
|
|
|
|
|
|
|
||||
Not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
|
Prepayments and other current assets
|
|
$
|
80
|
|
|
$
|
—
|
|
Gasoline and diesel fuel agreements
|
|
Prepayments and other current assets
|
|
3,626
|
|
|
3,878
|
|
||
|
|
|
|
$
|
3,706
|
|
|
$
|
3,878
|
|
LIABILITIES
|
|
|
|
|
|
|
||||
Designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
|
Accrued expenses and other current liabilities
|
|
$
|
1,196
|
|
|
$
|
5,929
|
|
Interest rate swap agreements
|
|
Other Noncurrent Liabilities
|
|
9,313
|
|
|
34,919
|
|
||
|
|
|
|
$
|
10,509
|
|
|
$
|
40,848
|
|
|
|
|
|
|
|
|
||||
Not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
|
Accounts Payable
|
|
$
|
—
|
|
|
$
|
447
|
|
|
|
|
|
$
|
10,509
|
|
|
$
|
41,295
|
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
Income Statement Location
|
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
Designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swap agreements
|
|
Interest Expense
|
|
$
|
16,606
|
|
|
$
|
32,800
|
|
|
$
|
31,367
|
|
Cross currency swap agreements
|
|
Interest Expense
|
|
—
|
|
|
2,061
|
|
|
(11,224
|
)
|
|||
|
|
|
|
$
|
16,606
|
|
|
$
|
34,861
|
|
|
$
|
20,143
|
|
Not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Gasoline and diesel fuel agreements
|
|
Costs of services provided / Selling and general corporate expenses
|
|
$
|
(1,277
|
)
|
|
$
|
(685
|
)
|
|
$
|
8,512
|
|
Foreign currency forward exchange contracts
|
|
Interest Expense
|
|
(886
|
)
|
|
(8,847
|
)
|
|
(4,821
|
)
|
|||
|
|
|
|
$
|
(2,163
|
)
|
|
$
|
(9,532
|
)
|
|
$
|
3,691
|
|
|
|
|
|
$
|
14,443
|
|
|
$
|
25,329
|
|
|
$
|
23,834
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
Service cost
|
|
$
|
8,834
|
|
|
$
|
7,850
|
|
|
$
|
9,478
|
|
Interest cost
|
|
8,398
|
|
|
11,041
|
|
|
12,367
|
|
|||
Expected return on plan assets
|
|
(18,350
|
)
|
|
(17,679
|
)
|
|
(16,970
|
)
|
|||
Settlements
|
|
—
|
|
|
159
|
|
|
52
|
|
|||
Amortization of prior service cost
|
|
122
|
|
|
107
|
|
|
165
|
|
|||
Recognized net loss
|
|
3,400
|
|
|
1,504
|
|
|
1,658
|
|
|||
Net periodic pension cost
|
|
$
|
2,404
|
|
|
$
|
2,982
|
|
|
$
|
6,750
|
|
Change in benefit obligation:
|
|
September 29, 2017
|
|
September 30, 2016
|
||||
Benefit obligation, beginning
|
|
$
|
339,313
|
|
|
$
|
302,087
|
|
Foreign currency translation
|
|
13,883
|
|
|
(18,867
|
)
|
||
Service cost
|
|
8,834
|
|
|
7,850
|
|
||
Interest cost
|
|
8,398
|
|
|
11,041
|
|
||
Employee contributions
|
|
2,261
|
|
|
2,233
|
|
||
Actuarial loss (gain)
|
|
(24,923
|
)
|
|
51,620
|
|
||
Benefits paid
|
|
(14,316
|
)
|
|
(16,106
|
)
|
||
Settlements and curtailments
|
|
222
|
|
|
(545
|
)
|
||
Benefit obligation, ending
|
|
$
|
333,672
|
|
|
$
|
339,313
|
|
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets, beginning
|
|
$
|
319,985
|
|
|
$
|
304,376
|
|
Foreign currency translation
|
|
14,564
|
|
|
(17,841
|
)
|
||
Employer contributions
|
|
4,285
|
|
|
25,404
|
|
||
Employee contributions
|
|
2,261
|
|
|
2,233
|
|
||
Actual return on plan assets
|
|
14,759
|
|
|
22,464
|
|
||
Benefits paid
|
|
(14,316
|
)
|
|
(16,106
|
)
|
||
Settlements
|
|
—
|
|
|
(545
|
)
|
||
Fair value of plan assets, end
|
|
$
|
341,538
|
|
|
$
|
319,985
|
|
Funded Status at end of year
|
|
$
|
7,866
|
|
|
$
|
(19,328
|
)
|
|
|
September 29, 2017
|
|
September 30, 2016
|
||||
Noncurrent benefit asset (included in Other Assets)
|
|
$
|
23,056
|
|
|
$
|
6,452
|
|
Noncurrent benefit liability (included in Other Noncurrent Liabilities)
|
|
(15,190
|
)
|
|
(25,780
|
)
|
||
Net actuarial loss (included in Accumulated other comprehensive (income) loss before taxes)
|
|
77,717
|
|
|
100,265
|
|
|
|
September 29, 2017
|
|
September 30, 2016
|
||
Discount rate
|
|
2.8
|
%
|
|
3.8
|
%
|
Rate of compensation increase
|
|
2.4
|
%
|
|
3.2
|
%
|
Long-term rate of return on assets
|
|
6.1
|
%
|
|
6.2
|
%
|
|
|
September 29, 2017
|
|
September 30, 2016
|
||
Discount rate
|
|
2.9
|
%
|
|
3.3
|
%
|
Rate of compensation increase
|
|
2.4
|
%
|
|
3.3
|
%
|
|
|
September 29, 2017
|
|
September 30, 2016
|
||||
Projected benefit obligation
|
|
$
|
141,401
|
|
|
$
|
139,088
|
|
Accumulated benefit obligation
|
|
140,547
|
|
|
136,605
|
|
||
Fair value of plan assets
|
|
126,210
|
|
|
113,710
|
|
|
|
September 29, 2017
|
|
Quoted prices in
active markets
Level 1
|
|
Significant other
observable inputs
Level 2
|
|
Significant
unobservable inputs
Level 3
|
||||||||
Cash and cash equivalents and other
|
|
$
|
741
|
|
|
$
|
741
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment funds:
|
|
|
|
|
|
|
|
|
||||||||
Equity funds
|
|
202,253
|
|
|
—
|
|
|
202,253
|
|
|
—
|
|
||||
Fixed income funds
|
|
128,155
|
|
|
—
|
|
|
128,155
|
|
|
—
|
|
||||
Real estate
|
|
10,389
|
|
|
—
|
|
|
—
|
|
|
10,389
|
|
||||
Total
|
|
$
|
341,538
|
|
|
$
|
741
|
|
|
$
|
330,408
|
|
|
$
|
10,389
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
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
|
|
Fiscal 2018
|
$
|
21,015
|
|
Fiscal 2019
|
12,973
|
|
|
Fiscal 2020
|
13,298
|
|
|
Fiscal 2021
|
13,983
|
|
|
Fiscal 2022
|
14,443
|
|
|
Fiscal 2023 – 2027
|
77,991
|
|
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
|
|||||||||
2017
|
2016
|
2017
|
2016
|
2015
|
Surcharge
Imposed
|
||||||||||
National Retirement Fund
|
13-6130178/ 001
|
Critical
|
Critical
|
Implemented
|
$
|
7,541
|
|
$
|
6,675
|
|
$
|
6,580
|
|
No
|
1/15/2015 - 9/30/2021
|
Service Employees Pension Fund of Upstate New York
(1)
|
16-0908576/ 001
|
Critical
|
Critical
|
Implemented
|
534
|
|
448
|
|
527
|
|
No
|
6/30/2018 - 9/30/2019
|
|||
Local 1102 Retirement Trust
(2)
|
13-1847329/ 001
|
Critical
|
Critical
|
Implemented
|
397
|
|
339
|
|
300
|
|
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
|
3,836
|
|
3,723
|
|
3,659
|
|
No
|
1/31/2007 - 2/15/2020
|
|||
Pension Plan for Hospital & Health Care Employees Philadelphia & Vicinity
|
23-2627428/ 001
|
Critical
|
Critical
|
Implemented
|
336
|
|
216
|
|
198
|
|
No
|
1/31/2018 - 6/30/2018
|
|||
Local 731 IBT Textile Maintenance and Laundry Craft Pension Fund
|
51-6056180/ 001
|
Critical
|
Critical
|
Implemented
|
898
|
|
813
|
|
768
|
|
No
|
4/29/2019
|
|||
SEIU National Industry Pension Fund
(3)
|
52-6148540/ 001
|
Critical
|
Critical
|
Implemented
|
429
|
|
404
|
|
298
|
|
No
|
4/14/2019 - 12/31/2019
|
|||
Local 171 Pension Plan
|
37-6155648/ 001
|
Critical and Declining
|
Critical and Declining
|
Implemented
|
82
|
|
83
|
|
79
|
|
No
|
7/7/2017
|
|||
PACE Industry Union-Management Pension Fund
|
11-6166763/ 001
|
Critical and Declining
|
Critical and Declining
|
Implemented
|
26
|
|
25
|
|
30
|
|
No
|
3/30/2018
|
|||
Other funds
|
|
|
|
|
15,170
|
|
14,415
|
|
13,964
|
|
|
|
|||
Total contributions
|
|
|
|
|
$
|
29,249
|
|
$
|
27,141
|
|
$
|
26,403
|
|
|
|
(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.
|
(3)
|
Over 75% of the Company's participants in this fund are covered by a single CBA that expires on 12/31/2019.
|
Pension
Fund |
|
Contributions to the plan exceeded more than 5% of total contributions (as of the plan's year-end)
|
Local 1102 Retirement Trust
|
|
12/31/2016 and 12/31/2015
|
Service Employees Pension Fund of Upstate New York
|
|
12/31/2016 and 12/31/2015
|
Local 731 IBT Textile Maintenance and Laundry Craft Pension Fund
|
|
12/31/2016 and 12/31/2015
|
Local 171 Pension Plan
|
|
12/31/2016 and 12/31/2015
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
United States
|
|
$
|
362,783
|
|
|
$
|
284,216
|
|
|
$
|
250,069
|
|
Non-U.S.
|
|
157,859
|
|
|
146,715
|
|
|
91,927
|
|
|||
|
|
$
|
520,642
|
|
|
$
|
430,931
|
|
|
$
|
341,996
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
111,175
|
|
|
$
|
39,510
|
|
|
$
|
64,221
|
|
State and local
|
|
15,455
|
|
|
15,750
|
|
|
15,223
|
|
|||
Non-U.S.
|
|
57,681
|
|
|
35,023
|
|
|
29,684
|
|
|||
|
|
184,311
|
|
|
90,283
|
|
|
109,128
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(21,956
|
)
|
|
47,323
|
|
|
(585
|
)
|
|||
State and local
|
|
3,165
|
|
|
(740
|
)
|
|
(208
|
)
|
|||
Non-U.S.
|
|
(19,065
|
)
|
|
5,833
|
|
|
(3,315
|
)
|
|||
|
|
(37,856
|
)
|
|
52,416
|
|
|
(4,108
|
)
|
|||
|
|
$
|
146,455
|
|
|
$
|
142,699
|
|
|
$
|
105,020
|
|
|
|
Fiscal Year Ended
|
|||||||
|
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
|||
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
|
|
|
2.3
|
|
|
2.9
|
|
Foreign taxes
|
|
(4.3
|
)
|
|
(1.4
|
)
|
|
(3.7
|
)
|
Permanent book/tax differences
(1)
|
|
(3.8
|
)
|
|
0.3
|
|
|
0.3
|
|
Uncertain tax positions
|
|
1.4
|
|
|
0.1
|
|
|
(0.5
|
)
|
Tax credits & other
|
|
(2.5
|
)
|
|
(3.2
|
)
|
|
(3.3
|
)
|
Effective income tax rate
|
|
28.1
|
%
|
|
33.1
|
%
|
|
30.7
|
%
|
|
|
|
|
|
|
|
|||
(1) Includes the reduction of approximately 4% related to the adoption of the ASU related to share-based payment transactions in fiscal 2017 (see Note 1).
|
|
|
September 29, 2017
|
|
September 30, 2016
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Property and equipment
|
|
$
|
92,268
|
|
|
$
|
87,191
|
|
Investments
|
|
20,317
|
|
|
46,125
|
|
||
Other intangible assets, including goodwill
|
|
629,153
|
|
|
655,319
|
|
||
Inventory
|
|
97,622
|
|
|
97,796
|
|
||
Other
|
|
25,992
|
|
|
15,897
|
|
||
Gross deferred tax liability
|
|
865,352
|
|
|
902,328
|
|
||
Deferred tax assets:
|
|
|
|
|
||||
Derivatives
|
|
—
|
|
|
1,618
|
|
||
Insurance
|
|
33,811
|
|
|
19,276
|
|
||
Employee compensation and benefits
|
|
209,951
|
|
|
249,509
|
|
||
Accruals and allowances
|
|
31,026
|
|
|
21,716
|
|
||
Net operating loss/credit carryforwards and other
|
|
48,793
|
|
|
26,707
|
|
||
Gross deferred tax asset, before valuation allowances
|
|
323,581
|
|
|
318,826
|
|
||
Valuation allowances
|
|
(11,513
|
)
|
|
(7,352
|
)
|
||
Net deferred tax liability
|
|
$
|
553,284
|
|
|
$
|
590,854
|
|
|
September 29, 2017
|
|
September 30, 2016
|
||||
Balance, beginning of year
|
$
|
22,752
|
|
|
$
|
21,412
|
|
Additions based on tax positions taken in the current year
|
9,323
|
|
|
481
|
|
||
Additions for tax positions taken in prior years
|
4,028
|
|
|
2,141
|
|
||
Reductions for remeasurements, settlements and payments
|
(3,972
|
)
|
|
(185
|
)
|
||
Reductions due to statute expiration
|
(1,319
|
)
|
|
(1,097
|
)
|
||
Balance, end of year
|
$
|
30,812
|
|
|
$
|
22,752
|
|
|
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
Dividend payments
|
|
$
|
100.8
|
|
|
$
|
92.1
|
|
|
$
|
81.9
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
TBOs
|
|
$
|
20.4
|
|
|
$
|
18.8
|
|
|
$
|
16.4
|
|
PBOs
|
|
—
|
|
|
—
|
|
|
10.8
|
|
|||
RSUs
|
|
20.8
|
|
|
21.4
|
|
|
19.5
|
|
|||
PSUs
|
|
21.6
|
|
|
13.9
|
|
|
17.4
|
|
|||
Deferred Stock and Other Units
|
|
2.4
|
|
|
2.8
|
|
|
2.3
|
|
|||
|
|
$
|
65.2
|
|
|
$
|
56.9
|
|
|
$
|
66.4
|
|
|
|
|
|
|
|
|
||||||
Taxes related to share-based compensation
|
|
$
|
24.2
|
|
|
$
|
22.3
|
|
|
$
|
26.0
|
|
Cash Received from Option Exercises
|
|
28.8
|
|
|
35.7
|
|
|
39.9
|
|
|||
Tax Benefit on Option Exercises
(1)
|
|
23.3
|
|
|
32.0
|
|
|
66.3
|
|
(1)
|
The tax benefit on option exercises and restricted stock unit deliveries is included in "Accrued expenses" in the Consolidated Statements of Cash Flows.
|
|
|
Unrecognized Compensation Expense (in millions)
|
|
Weighted-Average Period (Years)
|
||
TBOs
|
|
$
|
27.0
|
|
|
2.46
|
RSUs
|
|
34.8
|
|
|
2.76
|
|
PSUs
|
|
19.6
|
|
|
1.72
|
|
Total
|
|
$
|
81.4
|
|
|
|
|
|
Fiscal Year Ended
|
||||
|
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
Expected volatility
|
|
25%
|
|
30%
|
|
30%
|
Expected dividend yield
|
|
1.11% - 1.21%
|
|
1.15% - 1.25%
|
|
1.05% - 1.20%
|
Expected life (in years)
|
|
6.25
|
|
6.25
|
|
6.25
|
Risk-free interest rate
|
|
2.14% - 2.20%
|
|
1.50% - 2.04%
|
|
1.60% - 2.07%
|
Weighted-average grant-date fair value
|
|
$8.47
|
|
$9.21
|
|
$8.34
|
Options
|
|
Shares
(000s) |
|
Weighted-
Average Exercise Price |
|
Aggregate Intrinsic Value ($000s)
|
|
Weighted-Average Remaining Term (Years)
|
|||||
Outstanding at September 30, 2016
|
|
12,354
|
|
|
$
|
21.48
|
|
|
|
|
|
||
Granted
|
|
2,584
|
|
|
$
|
34.11
|
|
|
|
|
|
||
Exercised
|
|
(1,561
|
)
|
|
$
|
8.21
|
|
|
|
|
|
||
Forfeited and expired
|
|
(303
|
)
|
|
$
|
27.94
|
|
|
|
|
|
||
Outstanding at September 29, 2017
|
|
13,074
|
|
|
$
|
24.39
|
|
|
$
|
206,623
|
|
|
6.7
|
Exercisable at September 29, 2017
|
|
7,474
|
|
|
$
|
18.71
|
|
|
$
|
160,536
|
|
|
5.5
|
Expected to vest at September 29, 2017
|
|
5,113
|
|
|
$
|
31.96
|
|
|
$
|
42,077
|
|
|
8.2
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
Total intrinsic value exercised (in millions)
|
|
$
|
32.2
|
|
|
$
|
49.9
|
|
|
$
|
107.8
|
|
Total fair value that vested (in millions)
|
|
17.7
|
|
|
17.5
|
|
|
13.7
|
|
Options
|
|
Shares
(000s) |
|
Weighted-
Average Exercise Price |
|
Aggregate Intrinsic Value ($000s)
|
|
Weighted-Average Remaining Term (Years)
|
|||||
Outstanding at September 30, 2016
|
|
3,174
|
|
|
$
|
11.54
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
|
(992
|
)
|
|
$
|
9.92
|
|
|
|
|
|
||
Forfeited and expired
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding at September 29, 2017
|
|
2,182
|
|
|
$
|
12.28
|
|
|
$
|
60,908
|
|
|
3.8
|
Exercisable at September 29, 2017
|
|
2,182
|
|
|
$
|
12.28
|
|
|
$
|
60,908
|
|
|
3.8
|
Restricted Stock Units
|
|
Units
(000s) |
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at September 30, 2016
|
|
1,620
|
|
$
|
25.87
|
|
|
Granted
|
|
1,376
|
|
$
|
34.09
|
|
|
Vested
|
|
(911)
|
|
$
|
22.32
|
|
|
Forfeited
|
|
(150)
|
|
$
|
31.09
|
|
|
Outstanding at September 29, 2017
|
|
1,935
|
|
|
$
|
31.44
|
|
Performance Stock Units
|
|
Units
(000s) |
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at September 30, 2016
|
|
1,298
|
|
$
|
30.02
|
|
|
Granted
|
|
455
|
|
$
|
34.12
|
|
|
Vested
|
|
(422)
|
|
$
|
26.67
|
|
|
Forfeited
|
|
(61)
|
|
$
|
31.52
|
|
|
Outstanding at September 29, 2017
|
|
1,270
|
|
|
$
|
31.82
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
Earnings:
|
|
|
|
|
|
|
||||||
Net income attributable to Aramark stockholders
|
|
$
|
373,923
|
|
|
$
|
287,806
|
|
|
$
|
235,946
|
|
Shares:
|
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding
|
|
244,453
|
|
|
242,286
|
|
|
237,616
|
|
|||
Effect of dilutive securities
|
|
7,104
|
|
|
6,477
|
|
|
9,000
|
|
|||
Diluted weighted-average shares outstanding
|
|
251,557
|
|
|
248,763
|
|
|
246,616
|
|
|||
|
|
|
|
|
|
|
||||||
Basic Earnings Per Share:
|
|
|
|
|
|
|
||||||
Net income attributable to Aramark stockholders
|
|
$
|
1.53
|
|
|
$
|
1.19
|
|
|
$
|
0.99
|
|
Diluted Earnings Per Share:
|
|
|
|
|
|
|
||||||
Net income attributable to Aramark stockholders
|
|
$
|
1.49
|
|
|
$
|
1.16
|
|
|
$
|
0.96
|
|
2018
|
$
|
213,414
|
|
2019
|
65,418
|
|
|
2020
|
63,678
|
|
|
2021
|
45,956
|
|
|
2022
|
32,511
|
|
|
2023-Thereafter
|
202,504
|
|
|
Total minimum rental obligations
|
$
|
623,481
|
|
|
|
Quarter Ended
|
||||||||||||||
|
|
December 30, 2016
|
|
March 31, 2017
|
|
June 30, 2017
|
|
September 29, 2017
|
||||||||
Sales
|
|
$
|
3,735,383
|
|
|
$
|
3,621,628
|
|
|
$
|
3,593,277
|
|
|
$
|
3,654,124
|
|
Cost of services provided
|
|
3,299,329
|
|
|
3,226,196
|
|
|
3,232,366
|
|
|
3,231,082
|
|
||||
Net income
|
|
125,435
|
|
|
70,231
|
|
|
65,364
|
|
|
113,157
|
|
||||
Net income attributable to Aramark stockholders
|
|
125,339
|
|
|
70,151
|
|
|
65,295
|
|
|
113,138
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.51
|
|
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
$
|
0.46
|
|
Diluted
|
|
0.50
|
|
|
0.28
|
|
|
0.26
|
|
|
0.45
|
|
||||
Dividends declared per common share
|
|
0.103
|
|
|
0.103
|
|
|
0.103
|
|
|
0.103
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
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
|
|
|
Sales
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
FSS North America
|
$
|
10,231.5
|
|
|
$
|
10,122.3
|
|
|
$
|
9,950.3
|
|
FSS International
|
2,808.2
|
|
|
2,729.8
|
|
|
2,858.2
|
|
|||
Uniform
|
1,564.7
|
|
|
1,563.7
|
|
|
1,520.6
|
|
|||
|
$
|
14,604.4
|
|
|
$
|
14,415.8
|
|
|
$
|
14,329.1
|
|
|
Operating Income
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
FSS North America
|
$
|
621.9
|
|
|
$
|
546.4
|
|
|
$
|
494.5
|
|
FSS International
|
137.0
|
|
|
129.1
|
|
|
95.3
|
|
|||
Uniform
|
182.3
|
|
|
195.3
|
|
|
191.8
|
|
|||
|
941.2
|
|
|
870.8
|
|
|
781.6
|
|
|||
Corporate
|
(133.1
|
)
|
|
(124.5
|
)
|
|
(153.7
|
)
|
|||
Operating Income
|
808.1
|
|
|
746.3
|
|
|
627.9
|
|
|||
Interest and Other Financing Costs, net
|
(287.4
|
)
|
|
(315.4
|
)
|
|
(285.9
|
)
|
|||
Income Before Income Taxes
|
$
|
520.7
|
|
|
$
|
430.9
|
|
|
$
|
342.0
|
|
|
Depreciation and Amortization
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
FSS North America
|
$
|
380.6
|
|
|
$
|
373.2
|
|
|
$
|
385.2
|
|
FSS International
|
47.4
|
|
|
46.3
|
|
|
47.1
|
|
|||
Uniform
|
77.2
|
|
|
73.9
|
|
|
70.2
|
|
|||
Corporate
|
3.0
|
|
|
2.4
|
|
|
1.5
|
|
|||
|
$
|
508.2
|
|
|
$
|
495.8
|
|
|
$
|
504.0
|
|
|
Capital Expenditures and
Client Contract Investments and Other*
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
FSS North America
|
$
|
428.0
|
|
|
$
|
378.9
|
|
|
$
|
395.3
|
|
FSS International
|
58.5
|
|
|
92.6
|
|
|
49.1
|
|
|||
Uniform
|
67.5
|
|
|
70.7
|
|
|
72.6
|
|
|||
Corporate
|
1.0
|
|
|
3.3
|
|
|
7.4
|
|
|||
|
$
|
555.0
|
|
|
$
|
545.5
|
|
|
$
|
524.4
|
|
* Includes amounts acquired in business combinations
|
|
|
|
|
|
|
Identifiable Assets
|
||||||
|
September 29, 2017
|
|
September 30, 2016
|
||||
FSS North America
|
$
|
7,268.2
|
|
|
$
|
7,067.5
|
|
FSS International
|
1,707.7
|
|
|
1,521.3
|
|
||
Uniform
|
1,828.7
|
|
|
1,786.4
|
|
||
Corporate
|
201.6
|
|
|
206.9
|
|
||
|
$
|
11,006.2
|
|
|
$
|
10,582.1
|
|
|
Sales
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 29, 2017
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||
United States
|
$
|
11,098.0
|
|
|
$
|
11,011.5
|
|
|
$
|
10,727.8
|
|
Foreign
|
3,506.4
|
|
|
3,404.3
|
|
|
3,601.3
|
|
|||
|
$
|
14,604.4
|
|
|
$
|
14,415.8
|
|
|
$
|
14,329.1
|
|
|
Property and Equipment, net
|
||||||
|
September 29, 2017
|
|
September 30, 2016
|
||||
United States
|
$
|
838.2
|
|
|
$
|
844.3
|
|
Foreign
|
203.8
|
|
|
178.8
|
|
||
|
$
|
1,042.0
|
|
|
$
|
1,023.1
|
|
•
|
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)
|
|
Issuers
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
5
|
|
|
$
|
111,512
|
|
|
$
|
37,513
|
|
|
$
|
89,767
|
|
|
$
|
—
|
|
|
$
|
238,797
|
|
Receivables
|
—
|
|
|
3,721
|
|
|
303,664
|
|
|
1,308,608
|
|
|
—
|
|
|
1,615,993
|
|
||||||
Inventories
|
—
|
|
|
15,737
|
|
|
514,267
|
|
|
80,728
|
|
|
—
|
|
|
610,732
|
|
||||||
Prepayments and other current assets
|
—
|
|
|
14,123
|
|
|
83,404
|
|
|
90,090
|
|
|
—
|
|
|
187,617
|
|
||||||
Total current assets
|
5
|
|
|
145,093
|
|
|
938,848
|
|
|
1,569,193
|
|
|
—
|
|
|
2,653,139
|
|
||||||
Property and Equipment, net
|
—
|
|
|
29,869
|
|
|
775,362
|
|
|
236,800
|
|
|
—
|
|
|
1,042,031
|
|
||||||
Goodwill
|
—
|
|
|
173,104
|
|
|
4,047,932
|
|
|
494,475
|
|
|
—
|
|
|
4,715,511
|
|
||||||
Investment in and Advances to Subsidiaries
|
2,459,056
|
|
|
5,248,858
|
|
|
90,049
|
|
|
567,277
|
|
|
(8,365,240
|
)
|
|
—
|
|
||||||
Other Intangible Assets
|
—
|
|
|
29,683
|
|
|
914,000
|
|
|
177,141
|
|
|
—
|
|
|
1,120,824
|
|
||||||
Other Assets
|
—
|
|
|
53,538
|
|
|
1,112,076
|
|
|
311,112
|
|
|
(2,002
|
)
|
|
1,474,724
|
|
||||||
|
$
|
2,459,061
|
|
|
$
|
5,680,145
|
|
|
$
|
7,878,267
|
|
|
$
|
3,355,998
|
|
|
$
|
(8,367,242
|
)
|
|
$
|
11,006,229
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term borrowings
|
$
|
—
|
|
|
$
|
33,487
|
|
|
$
|
20,330
|
|
|
$
|
24,340
|
|
|
$
|
—
|
|
|
$
|
78,157
|
|
Accounts payable
|
—
|
|
|
167,926
|
|
|
461,192
|
|
|
326,807
|
|
|
—
|
|
|
955,925
|
|
||||||
Accrued expenses and other liabilities
|
—
|
|
|
200,130
|
|
|
814,542
|
|
|
319,253
|
|
|
88
|
|
|
1,334,013
|
|
||||||
Total current liabilities
|
—
|
|
|
401,543
|
|
|
1,296,064
|
|
|
670,400
|
|
|
88
|
|
|
2,368,095
|
|
||||||
Long-term Borrowings
|
—
|
|
|
4,460,730
|
|
|
63,604
|
|
|
665,997
|
|
|
—
|
|
|
5,190,331
|
|
||||||
Deferred Income Taxes and Other Noncurrent Liabilities
|
—
|
|
|
425,297
|
|
|
513,797
|
|
|
39,850
|
|
|
—
|
|
|
978,944
|
|
||||||
Intercompany Payable
|
—
|
|
|
—
|
|
|
5,224,196
|
|
|
747,347
|
|
|
(5,971,543
|
)
|
|
—
|
|
||||||
Redeemable Noncontrolling Interest
|
—
|
|
|
—
|
|
|
9,798
|
|
|
—
|
|
|
—
|
|
|
9,798
|
|
||||||
Total Stockholders' Equity
|
2,459,061
|
|
|
392,575
|
|
|
770,808
|
|
|
1,232,404
|
|
|
(2,395,787
|
)
|
|
2,459,061
|
|
||||||
|
$
|
2,459,061
|
|
|
$
|
5,680,145
|
|
|
$
|
7,878,267
|
|
|
$
|
3,355,998
|
|
|
$
|
(8,367,242
|
)
|
|
$
|
11,006,229
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
|
|
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)
|
|
Issuers
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
1,041,490
|
|
|
$
|
9,708,157
|
|
|
$
|
3,854,765
|
|
|
$
|
—
|
|
|
$
|
14,604,412
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
941,031
|
|
|
8,507,680
|
|
|
3,540,262
|
|
|
—
|
|
|
12,988,973
|
|
||||||
Depreciation and amortization
|
—
|
|
|
17,502
|
|
|
416,979
|
|
|
73,731
|
|
|
—
|
|
|
508,212
|
|
||||||
Selling and general corporate expenses
|
—
|
|
|
140,305
|
|
|
138,304
|
|
|
20,561
|
|
|
—
|
|
|
299,170
|
|
||||||
Interest and other financing costs, net
|
—
|
|
|
273,405
|
|
|
(3,171
|
)
|
|
17,181
|
|
|
—
|
|
|
287,415
|
|
||||||
Expense allocations
|
—
|
|
|
(348,042
|
)
|
|
318,199
|
|
|
29,843
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
1,024,201
|
|
|
9,377,991
|
|
|
3,681,578
|
|
|
—
|
|
|
14,083,770
|
|
||||||
Income before Income Taxes
|
—
|
|
|
17,289
|
|
|
330,166
|
|
|
173,187
|
|
|
—
|
|
|
520,642
|
|
||||||
Provision for Income Taxes
|
—
|
|
|
5,139
|
|
|
98,144
|
|
|
43,172
|
|
|
—
|
|
|
146,455
|
|
||||||
Equity in Net Income of Subsidiaries
|
373,923
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(373,923
|
)
|
|
—
|
|
||||||
Net income
|
373,923
|
|
|
12,150
|
|
|
232,022
|
|
|
130,015
|
|
|
(373,923
|
)
|
|
374,187
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
264
|
|
|
—
|
|
|
—
|
|
|
264
|
|
||||||
Net income attributable to Aramark stockholders
|
373,923
|
|
|
12,150
|
|
|
231,758
|
|
|
130,015
|
|
|
(373,923
|
)
|
|
373,923
|
|
||||||
Other comprehensive income, net of tax
|
57,023
|
|
|
35,667
|
|
|
431
|
|
|
80,204
|
|
|
(116,302
|
)
|
|
57,023
|
|
||||||
Comprehensive income attributable to Aramark stockholders
|
$
|
430,946
|
|
|
$
|
47,817
|
|
|
$
|
232,189
|
|
|
$
|
210,219
|
|
|
$
|
(490,225
|
)
|
|
$
|
430,946
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
|
|
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.
|
|
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 (Benefit) 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 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)
|
|
Issuers
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
261,282
|
|
|
$
|
779,801
|
|
|
$
|
200,579
|
|
|
$
|
(188,275
|
)
|
|
$
|
1,053,387
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment, client contract investments and other
|
—
|
|
|
(20,939
|
)
|
|
(443,262
|
)
|
|
(88,528
|
)
|
|
—
|
|
|
(552,729
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
494
|
|
|
14,780
|
|
|
3,632
|
|
|
—
|
|
|
18,906
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(37,130
|
)
|
|
(104,992
|
)
|
|
—
|
|
|
(142,122
|
)
|
||||||
Other investing activities
|
—
|
|
|
(69,401
|
)
|
|
36,946
|
|
|
29,916
|
|
|
—
|
|
|
(2,539
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(89,846
|
)
|
|
(428,666
|
)
|
|
(159,972
|
)
|
|
—
|
|
|
(678,484
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
3,451,164
|
|
|
—
|
|
|
400,253
|
|
|
—
|
|
|
3,851,417
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(3,572,268
|
)
|
|
(19,851
|
)
|
|
(319,873
|
)
|
|
—
|
|
|
(3,911,992
|
)
|
||||||
Net change in funding under the Receivables Facility
|
—
|
|
|
—
|
|
|
|
|
(13,800
|
)
|
|
—
|
|
|
(13,800
|
)
|
|||||||
Payments of dividends
|
—
|
|
|
(100,813
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,813
|
)
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
28,779
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,779
|
|
||||||
Repurchase of common stock
|
—
|
|
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
||||||
Other financing activities
|
—
|
|
|
(69,172
|
)
|
|
(2,973
|
)
|
|
29,868
|
|
|
—
|
|
|
(42,277
|
)
|
||||||
Change in intercompany, net
|
—
|
|
|
254,536
|
|
|
(322,142
|
)
|
|
(120,669
|
)
|
|
188,275
|
|
|
—
|
|
||||||
Net cash used in financing activities
|
—
|
|
|
(107,774
|
)
|
|
(344,966
|
)
|
|
(24,221
|
)
|
|
188,275
|
|
|
(288,686
|
)
|
||||||
Increase in cash and cash equivalents
|
—
|
|
|
63,662
|
|
|
6,169
|
|
|
16,386
|
|
|
—
|
|
|
86,217
|
|
||||||
Cash and cash equivalents, beginning of period
|
5
|
|
|
47,850
|
|
|
31,344
|
|
|
73,381
|
|
|
—
|
|
|
152,580
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
5
|
|
|
$
|
111,512
|
|
|
$
|
37,513
|
|
|
$
|
89,767
|
|
|
$
|
—
|
|
|
$
|
238,797
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
160,790
|
|
|
$
|
587,572
|
|
|
$
|
124,191
|
|
|
$
|
(5,239
|
)
|
|
$
|
867,314
|
|
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
|
—
|
|
|
(51,495
|
)
|
|
(2,513
|
)
|
|
(733
|
)
|
|
—
|
|
|
(54,741
|
)
|
||||||
Change in intercompany, net
|
—
|
|
|
(197,623
|
)
|
|
(187,423
|
)
|
|
379,807
|
|
|
5,239
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
(125,814
|
)
|
|
(205,354
|
)
|
|
168,524
|
|
|
5,239
|
|
|
(157,405
|
)
|
||||||
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.
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(654
|
)
|
|
$
|
170,166
|
|
|
$
|
318,988
|
|
|
$
|
318,647
|
|
|
$
|
(4,955
|
)
|
|
$
|
802,192
|
|
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
|
—
|
|
|
(52,843
|
)
|
|
(3,877
|
)
|
|
(589
|
)
|
|
—
|
|
|
(57,309
|
)
|
||||||
Change in intercompany, net
|
654
|
|
|
103,624
|
|
|
140,968
|
|
|
(250,201
|
)
|
|
4,955
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
654
|
|
|
(150,266
|
)
|
|
122,421
|
|
|
(264,896
|
)
|
|
4,955
|
|
|
(287,132
|
)
|
||||||
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
|
|
|
|
|
|
Additions
|
|
Reductions
|
|
|
||||||||
|
|
Balance,
Beginning of
Period
|
|
Charged to
Income
|
|
Deductions
from
Reserves
(1)
|
|
Balance,
End of
Period
|
||||||||
Description
|
|
|
|
|
|
|
|
|
||||||||
Fiscal Year 2017
|
|
|
|
|
|
|
|
|
||||||||
Reserve for doubtful accounts, advances & current notes receivable
|
|
$
|
48,058
|
|
|
$
|
18,141
|
|
|
$
|
12,783
|
|
|
$
|
53,416
|
|
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
|
|
(1)
|
Amounts determined not to be collectible and charged against the reserve and translation.
|
Exhibit No.
|
|
|
Description
|
2.1#
|
|
|
|
2.2#
|
|
|
|
3.1
|
|
|
|
3.2
|
|
|
|
3.3
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
4.4
|
|
|
|
4.5
|
|
|
|
10.1
|
|
|
|
10.2
|
|
|
10.3
|
|
|
|
10.4
|
|
|
|
10.5†
|
|
|
|
10.6†
|
|
|
|
10.7†
|
|
|
|
10.8†
|
|
|
|
10.9†
|
|
|
|
10.10†
|
|
|
|
10.11†
|
|
|
|
10.12†
|
|
|
|
10.13†
|
|
|
|
10.14†
|
|
|
|
10.15†
|
|
|
|
10.16†
|
|
|
|
10.17*†
|
|
|
|
10.18†
|
|
|
|
10.19†
|
|
|
|
10.20†
|
|
|
10.21†
|
|
|
|
10.22†
|
|
|
|
10.23†
|
|
|
|
10.24†
|
|
|
|
10.25†
|
|
|
|
10.26†
|
|
|
|
10.27†
|
|
|
|
10.28†
|
|
|
|
10.29†
|
|
|
|
10.30†
|
|
|
|
10.31†
|
|
|
|
10.32†
|
|
|
|
10.33†
|
|
|
|
10.34†
|
|
|
|
10.35†
|
|
|
|
10.36†
|
|
|
|
10.37†
|
|
|
|
10.38†
|
|
|
|
10.39†
|
|
|
|
10.40†
|
|
|
|
10.41†
|
|
|
10.42†
|
|
|
|
10.43†
|
|
|
|
10.44†
|
|
|
|
10.45†
|
|
|
|
10.46†
|
|
|
|
10.47†
|
|
|
|
10.48†
|
|
|
|
10.49†
|
|
|
|
10.50†
|
|
|
|
10.51†
|
|
|
|
10.52†
|
|
|
|
10.53†
|
|
|
|
10.54†
|
|
|
|
10.55†
|
|
|
|
10.56†
|
|
|
|
10.57†
|
|
|
|
10.58†
|
|
|
|
10.59†
|
|
|
|
10.60†
|
|
|
|
10.61†
|
|
|
10.62†
|
|
|
|
10.63†
|
|
|
|
10.64†
|
|
|
|
10.65†
|
|
|
|
10.66†
|
|
|
|
10.67†
|
|
|
|
10.68†
|
|
|
|
10.69†
|
|
|
|
10.70*†
|
|
|
|
10.71*†
|
|
|
|
10.72*†
|
|
|
|
10.73*†
|
|
|
|
10.74*†
|
|
|
|
10.75*†
|
|
|
|
10.76*†
|
|
|
|
10.77*†
|
|
|
|
10.78*†
|
|
|
|
10.79*†
|
|
|
|
10.80*†
|
|
|
|
10.81*†
|
|
|
|
10.82*†
|
|
|
|
10.83†
|
|
|
|
10.84†
|
|
|
|
10.85†
|
|
|
|
10.86†
|
|
|
|
10.87†
|
|
|
|
10.88
|
|
|
10.89
|
|
|
|
12.1*
|
|
|
|
21.1*
|
|
|
|
23.1*
|
|
|
|
31.1*
|
|
|
|
31.2*
|
|
|
|
32.1*
|
|
|
|
101.INS*
|
|
|
|
101.SCH*
|
|
|
|
101.CAL*
|
|
|
|
101.DEF*
|
|
|
|
101.LAB*
|
|
|
|
101.PRE*
|
|
|
#
|
These merger agreements are filed as exhibits to this Annual Report on Form 10-K to provide investors and security holders with information regarding their terms. They are not intended to provide any other factual or financial information about the Company, Avendra, AmeriPride or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in each of the merger agreements were made only for purposes of that agreement and as of the date of such merger agreement or such other date as is specified in such merger agreement; were solely for the benefit of the parties to such merger agreement; have been qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to such merger agreement instead of establishing these matters as facts; and are subject to materiality qualifications contained in such merger agreement that may differ from what may be viewed as material by investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Avendra, AmeriPride or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreements, which subsequent information may or may not be fully reflected in public disclosures by the Company. The merger agreements should not be read alone but should instead be read in conjunction with the other information that is or will be included in reports and other filings that the Company files with the Securities and Exchange Commission.
|
1.
|
Grant of RSUs
. The Company hereby grants the number of Restricted Stock Units (“
RSUs
”) set forth on the Certificate of Grant of the Restricted Stock Units attached to this Award and made a part hereof (the “
Certificate of Grant
”) to the Participant, on the terms and conditions hereinafter set forth. This grant is made pursuant to the terms of the Aramark (formerly known as Aramark Holdings Corporation) 2013 Stock Incentive Plan (the “
Plan
”), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Award. Each RSU represents the unfunded, unsecured right of the Participant to receive a share of Common Stock, (as specified below) of the Company (each a “
Share
”), on the dates specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan and the Certificate of Grant.
|
2.
|
Payment of Shares
.
|
(a)
|
The Company shall, subject to the remainder of this Award, transfer to the Participant a number of Shares of the Company equal to the number of RSUs granted to the Participant under this Award at such time as the Participant becomes vested in the right to such transfer (x) as set forth on the Certificate of Grant under “
Vesting Date
”, so long as the Participant remains employed with the Company or any of its Affiliates through such Vesting Date, or (y) as otherwise provided in Section 2(b) or (c) below (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date).
|
(b)
|
Notwithstanding Section 2(a) of this Award,
|
(i)
|
upon a Participant’s Disability or Termination of Relationship prior to the final Vesting Date as a result of the Participant’s death (each, a “
Special Termination
”), the installment of RSUs scheduled to vest on the next Vesting Date immediately following such Special Termination shall immediately become vested RSUs pursuant to which Shares equal to the number of RSUs scheduled to vest on the next Vesting Date shall be transferred, and the remaining RSUs which are not then vested shall be forfeited;
|
(ii)
|
upon a Termination of Relationship prior to the final Vesting Date as a result of the Participant’s Retirement (other than a “Retirement with Notice” as defined below), the installment of RSUs scheduled to vest on the next Vesting Date immediately following such Special Termination shall remain outstanding and become vested RSUs on such next Vesting Date, at which time the Shares equal to the number of vested RSUs shall be transferred, and the remaining RSUs which are not then vested shall be forfeited;
|
(iii)
|
upon a Termination of Relationship prior to the final Vesting Date as a result of the Participant’s Retirement with Notice, all installments of RSUs scheduled to vest on the remaining Vesting Date(s) following such Retirement with Notice shall remain outstanding and become vested RSUs on such future Vesting Date(s), at which time the Shares equal to the number of vested RSUs shall be transferred; and
|
(iv)
|
upon a Termination of Relationship for any reason other than as set forth in clauses (i), (ii) and (iii) above, all outstanding RSUs shall be forfeited and immediately cancelled.
|
(c)
|
Also notwithstanding Section 2(a) or (b) of this Award, in the event of (i) the occurrence of a Change of Control and (ii) thereafter, a Termination of Relationship of the Participant by the Company or any of its Affiliates (or successors in interest) without Cause or by the Participant for Good Reason that occurs prior to the second anniversary of the date of such Change of Control, then all then outstanding RSUs shall become vested and the number of Shares equal to all such outstanding RSUs hereunder shall be distributed to the Participant, in each case, as soon as practicable following the date of such Termination of Relationship;
provided
that the Committee may determine that, in lieu of Shares and/or fractional Shares, the Participant shall receive a cash payment equal to the Fair Market Value of such Shares (or fractional Shares, as the case may be) on the Change of Control.
|
(d)
|
Upon each vesting event of any RSUs and the corresponding transfer of Shares as a result thereof, in each case in accordance with Sections 2(a), 2(b) or 2(c) of this Award, as applicable, the RSUs with respect to which Shares have been transferred hereunder shall be extinguished on the relevant transfer dates. In compliance with Section 409A of the Code, in no event shall any transfer occur later than March 15 of the calendar year following the calendar year in which the applicable vesting event occurs under this Award.
|
3.
|
Dividends
. If on any date while RSUs are outstanding hereunder, the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of RSUs granted to the Participant shall, as of such dividend payment date, be increased by a number of RSUs equal to: (a) the product of (x) the number of RSUs held by the Participant as of the related dividend record date, multiplied by (y) a dollar amount equal to the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash or Shares, the per Share value of such dividend, as determined in good faith by the Committee), divided by (b) the Fair Market Value of a Share on the payment date of such dividend. In the case of any dividend declared on Shares that is payable in the form of Shares, the number of RSUs granted to the Participant shall be increased by a number equal to the product of (I) the aggregate number of RSUs that have been held by the Participant through the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Shares shall be transferred with respect to all additional RSUs granted pursuant to this Section 3 at the same time as Shares are transferred with respect to the RSUs to which such additional RSUs were attributable.
|
4.
|
Adjustments Upon Certain Events
. In the event of any event described in Section 12 of the Plan occurring after the Date of Grant, the adjustment provisions (including cash payments) as provided for under Section 12 of the Plan shall apply.
|
5.
|
Restriction on Transfer
. The RSUs may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant, except (i) if permitted by the Board or the Committee, (ii) by will or the laws of descent and distribution or (iii) pursuant to beneficiary designation procedures approved by the Company, in each case in compliance with applicable laws. The RSUs shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the RSUs contrary to the provisions of this Award or the Plan shall be null and void and without effect.
|
6.
|
Data Protection
. By accepting this Award, the Participant consents to the processing (including international transfer) of personal data as set out in
Exhibit A
attached hereto for the purposes specified therein and to any additional or different processes required by applicable law, rule or regulation
.
|
7.
|
Participant’s Employment
. Nothing in this Award or in the RSU shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company and its Affiliates, in their sole discretion, to terminate the Participant’s employment or to increase or decrease the Participant’s compensation at any time.
|
8.
|
No Acquired Rights
. The Committee or the Board has the power to amend or terminate the Plan at any time and the opportunity given to the Participant to participate in the Plan and the grant of this Award is entirely at the discretion of the Committee or the Board and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms). The Participant’s participation in the Plan and the receipt of this Award is outside the terms of the Participant’s regular contract of employment and is therefore not to be considered part of any normal or expected compensation and that the termination of the Participant’s employment under any circumstances whatsoever will give the Participant no claim or right of action against the Company or its Affiliates in respect of any loss of rights under this Award or the Plan that may arise as a result of such termination of employment.
|
9.
|
No Rights of a Stockholder
. The Participant shall not have any rights as a stockholder of the Company until the Shares in question have been registered in the Company’s register of stockholders.
|
10.
|
Withholding
.
|
(a)
|
The Participant will pay, or make provisions satisfactory to the Company for payment of any federal, state, local and other applicable taxes required to be withheld in connection with any issuance or transfer of Shares under this Award and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. If Participant has not made payment for applicable taxes, such taxes shall be paid by withholding Shares from the issuance or transfer of Shares due under this Award, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, and the Company and any such Affiliate is hereby authorized to withhold such amounts from any such issuance, transfer, compensation or other amount owing to the Participant.
|
(b)
|
If the Participant’s employment with the Company terminates prior to the issuance or transfer of any remaining Shares due to be issued or transferred to the Participant under this Award, the payment of any applicable withholding taxes with respect to any such issuance or transfer shall be made through the withholding of Shares from such issuance or transfer, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, as provided in Section 10(a) above.
|
11.
|
Section 409A of the Code
. The provisions of Section 14(v) of the Plan are hereby incorporated by reference and made a part hereof.
|
12.
|
RSUs Subject to Plan
. All RSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
|
13.
|
Notices
. All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, email or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:
|
14.
|
Waiver of Breach
. The waiver by either party of a breach of any provision of this Award must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.
|
15.
|
Governing Law.
THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS
|
16.
|
Modification of Rights; Entire Agreement.
The Participant’s rights under this Award and the Plan may be modified only to the extent expressly provided under this Award or under Sections 14(a) and (b) of the Plan. This Award and the Plan (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto.
For the avoidance of doubt, this Award, the Certificate of Grant and the Plan do not supersede any "Restrictive Covenant Agreement" (as defined below) or employment agreement between the Participant and the Company or its Affiliates.
|
17.
|
Clawback upon Breach of Restrictive Covenants
. In the event the Participant breaches the Participant’s “Restrictive Covenant Agreement” (as defined below) at any time during the Participant’s employment with the Company or within two years following the termination thereof, then without limiting any other remedies available to the Company (including, without limitation, remedies involving injunctive relief), the Participant shall immediately forfeit any remaining unvested portion of the Award and the Participant shall be required to return to the Company all Shares previously issued in respect of the Award to the extent the Participant continues to own such Shares or, if the Participant no longer owns such Shares, the Participant shall be required to repay to the Company the pre-tax cash value of such Shares calculated based on the Fair Market Value of such Shares on the date such Shares were issued to the Participant in respect of the Award. As used herein, the “Restrictive Covenant Agreement” means any agreement between the Participant and the Company or its Affiliates (including, without limitation, any agreement relating to employment and post-employment competition) subjecting the Participant to confidentiality, non-solicitation, non-competition and/or other restrictive covenants in favor of the Company or its Affiliates.
|
18.
|
Severability
. It is the desire and intent of the parties hereto that the provisions of this Award be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Award shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction.
|
(a)
|
By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer.
|
(b)
|
This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates.
|
(c)
|
In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area
1
(“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for the purposes described in paragraph (a) above:
|
(d)
|
The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent.
|
1.
|
Grant of PSUs
. The Company hereby grants the opportunity to vest in a number of Performance Stock Units determined based on the “
Target Number of PSUs
” set forth on the Certificate of Grant attached to this Award and made a part hereof (the “
Certificate of Grant
”) to the Participant, on the terms and conditions hereinafter set forth including
on Schedule I
which is made a part hereof. This grant is made pursuant to the terms of the Aramark (formerly known as Aramark Holdings Corporation) 2013 Stock Incentive Plan (the “
Plan
”), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Award. Each Performance Stock Unit (a “
PSU
”) represents the unfunded, unsecured right of the Participant to receive a share of Common Stock of the Company (each a “
Share
”), subject to the terms and conditions hereof, on the date(s) specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan and the Certificate of Grant.
|
2.
|
Performance and Service Vesting Conditions
.
|
3.
|
Payment of Shares
.
|
(a)
|
The Company shall, subject to the remainder of this Award, transfer to the Participant a number of Shares of the Company equal to the number (if any) of Earned PSUs under this Award on or as soon as practicable following the Determination Date (x) so long as the Participant remains employed with the Company or any of its Affiliates through the Vesting Date, or (y) as otherwise provided in Section 3(b) or (c) below (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date).
|
(b)
|
Notwithstanding Section 3(a) of this Award,
|
(i)
|
upon a Termination of Relationship as a result of the Participant’s death, Disability, or Retirement (other than a “Retirement with Notice” as defined below) (each, a “
Special Termination
”), which occurs prior to the Determination Date, the PSUs shall remain outstanding and unvested through the Determination Date, and the Specified Portion (as defined below)
of the Earned PSUs (if any) scheduled to vest on the Determination Date shall become vested PSUs as of the Determination Date; and Shares equal to such number of Earned PSUs shall be transferred on or as soon as practicable following the Determination Date, and the remaining PSUs which do not become vested pursuant to this clause (i) shall be automatically forfeited; for purposes of this Section 3(b)(i), the term “
Specified Portion
” shall mean (x) one-third (1/3) if the Special Termination occurs prior to the beginning of the second
|
(ii)
|
upon a Termination of Relationship as a result of the Participant’s Retirement with Notice which occurs prior to the Determination Date, the PSUs shall remain outstanding and shall be treated as described in Section 3(b)(i) above, except that the term “Specified Portion” shall be deemed to mean the entire amount; and
|
(iii)
|
upon a Termination of Relationship for any reason other than as set forth in clauses (i) and (ii) above, all outstanding PSUs shall be forfeited and immediately cancelled; provided, however, that in the case of a Termination of Relationship after the Vesting Date but prior to the Determination Date, the corresponding portion of Earned PSUs (if any) shall remain outstanding and shall become vested PSUs as of the Determination Date.
|
(c)
|
Also notwithstanding Section 3(a) or (b) of this Award, in accordance with the terms of Section 13 of the Plan, in the event of a Termination of Relationship of the Participant by the Company or any of its Affiliates (or successors in interest) without Cause or by the Participant for Good Reason, in each case, that occurs within two years following a Change of Control, the following treatment (under clauses (A) or (B), as applicable) will apply with respect to any then outstanding PSUs:
|
(d)
|
Upon the vesting event of any Earned PSUs and the corresponding transfer of Shares as a result thereof, in each case in accordance with Sections 3(a), 3(b) or 3(c) of this Award, as applicable, the Earned PSUs with respect to which Shares have been transferred hereunder shall be extinguished on the relevant transfer dates. In compliance with Section 409A of the Code, in no event shall any transfer occur later than March 15 of the calendar year following the calendar year in which the applicable vesting event occurs under this Award.
|
4.
|
Dividends
.
|
(a)
|
If on any date while PSUs are outstanding hereunder, the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), then the number of PSUs (if any) held by the Participant shall be increased by a number equal to: (a) the product of (x) the number of outstanding PSUs held by the Participant as of the related dividend record date,
multiplied
by (y) a dollar amount equal to the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash or Shares, the per Share value of such dividend, as determined in good faith by the Committee), divided by (b) the Fair Market Value of a Share on the payment date of such dividend.
|
(b)
|
In the case of any dividend declared on Shares that is payable in the form of Shares, then the number of PSUs (if any) held by the Participant shall be increased by a number equal to the product of (I) the number of outstanding PSUs held by the Participant as of the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Shares shall be transferred with respect to all additional PSUs granted pursuant to this Section 4 at the same time as Shares are transferred with respect to the Earned PSUs to which such additional PSUs were attributable.
|
(c)
|
For purposes of this Section 4, the number of PSUs held by the Participant as of the applicable dividend record date shall be deemed to equal the Target Number of PSUs
plus
the aggregate number of additional PSUs (if any) previously credited to the Participant pursuant to Sections 4(a) and 4(b) above in respect of any prior dividend declared on Shares since the Date of Grant.
|
5.
|
Adjustments Upon Certain Events
. In the event of any event described in Section 12 of the Plan occurring after the Date of Grant, the adjustment provisions (including cash payments) as provided for under Section 12 of the Plan shall apply (without duplication of any dividend adjustments reflected pursuant to Section 4 hereof).
|
6.
|
Restriction on Transfer
. The PSUs may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant, except (i) if permitted by the Board or the Committee, (ii) by will or the laws of descent and distribution or (iii) pursuant to beneficiary designation procedures approved by the Company, in each case in compliance with applicable laws. The PSUs shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the PSUs contrary to the provisions of this Award or the Plan shall be null and void and without effect.
|
7.
|
Data Protection
. By accepting this Award, the Participant consents to the processing (including international transfer) of personal data as set out in
Exhibit A
attached hereto for the purposes specified therein and to any additional or different processes required by applicable law, rule or regulation
.
|
8.
|
Participant’s Employment
. Nothing in this Award or in the PSU shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company and its Affiliates, in their sole discretion, to terminate the Participant’s employment or to increase or decrease the Participant’s compensation at any time.
|
9.
|
No Acquired Rights
. The Committee or the Board has the power to amend or terminate the Plan at any time and the opportunity given to the Participant to participate in the Plan and the grant of this Award is entirely at the discretion of the Committee or the Board and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms). The Participant’s participation in the Plan and the receipt of this Award is outside the terms of the Participant’s regular contract of employment and is therefore not to be considered part of any normal or expected compensation and that the termination of the Participant’s employment under any circumstances whatsoever will give the Participant no claim or right of action against the Company or its Affiliates in respect of any loss of rights under this Award or the Plan that may arise as a result of such termination of employment.
|
10.
|
No Rights of a Stockholder
. The Participant shall not have any rights as a stockholder of the Company until the Shares in question have been registered in the Company’s register of stockholders.
|
11.
|
Withholding
.
|
(a)
|
The Participant will pay, or make provisions satisfactory to the Company for payment of any federal, state, local and other applicable taxes required to be withheld in connection with any issuance or transfer of Shares under this Award and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. If Participant has not made payment for applicable taxes, such taxes shall be paid by withholding Shares from the issuance or transfer of Shares due under this Award, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, and the Company and any such Affiliate is hereby authorized to withhold such amounts from any such issuance, transfer, compensation or other amount owing to the Participant.
|
(b)
|
If the Participant’s employment with the Company terminates prior to the issuance or transfer of any remaining Shares due to be issued or transferred to the Participant under this Award, the payment of any applicable withholding taxes with respect to any such issuance or transfer shall be made through the withholding of Shares from such issuance or transfer, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, as provided in Section 11(a) above.
|
12.
|
Section 409A of the Code
. The provisions of Section 14(v) of the Plan are hereby incorporated by reference and made a part hereof.
|
13.
|
PSUs Subject to Plan
. All PSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
|
14.
|
Notices
. All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and delivered if
|
15.
|
Waiver of Breach
. The waiver by either party of a breach of any provision of this Award must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.
|
16.
|
Governing Law.
THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AWARD, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.
|
17.
|
Modification of Rights; Entire Agreement
. The Participant’s rights under this Award and the Plan may be modified only to the extent expressly provided under this Award or under Sections 14(a) and (b) of the Plan. This Award and the Plan (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto. For the avoidance of doubt, this Award, the Certificate of Grant and the Plan do not supersede any “Restrictive Covenant Agreement” (as defined below) or employment agreement between the Participant and the Company or its Affiliates.
|
18.
|
Clawback upon Breach of Restrictive Covenants
. In the event the Participant breaches the Participant’s “Restrictive Covenant Agreement” (as defined below) at any time during the Participant’s employment with the Company or within two years following the termination thereof, then without limiting any other remedies available to the Company (including, without
|
19.
|
Severability
. It is the desire and intent of the parties hereto that the provisions of this Award be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Award shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction.
|
(a)
|
By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer.
|
(b)
|
This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates.
|
(c)
|
In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area
1
(“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for the purposes described in paragraph (a) above:
|
(a)
|
By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer.
|
(b)
|
This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates.
|
(c)
|
In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area (“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for the purposes described in paragraph (a) above:
|
(d)
|
The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent.
|
1.
|
Grant of RSUs
. The Company hereby grants the number of Restricted Stock Units (“
RSUs
”) set forth on the Certificate of Grant of the Restricted Stock Units attached to this Award and made a part hereof (the “
Certificate of Grant
”) to the Participant, on the terms and conditions hereinafter set forth. This grant is made pursuant to the terms of the Aramark (formerly known as Aramark Holdings Corporation) 2013 Stock Incentive Plan (the “
Plan
”), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Award. Each RSU represents the unfunded, unsecured right of the Participant to receive a share of Common Stock, (as specified below) of the Company (each a “
Share
”), on the dates specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan and the Certificate of Grant.
|
2.
|
Payment of Shares
.
|
(a)
|
The Company shall, subject to the remainder of this Award, transfer to the Participant a number of Shares of the Company equal to the number of RSUs granted to the Participant under this Award at such time as the Participant becomes vested in the right to such transfer (x) as set forth on the Certificate of Grant under “
Vesting Date
”, so long as the Participant remains employed with the Company or any of its Affiliates through such Vesting Date, or (y) as otherwise provided in Section 2(b) or (c) below (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date).
|
(b)
|
Notwithstanding Section 2(a) of this Award,
|
(i)
|
upon a Participant’s Disability or Termination of Relationship prior to the final Vesting Date as a result of the Participant’s death (each, a “
Special Termination
”), the installment of RSUs scheduled to vest on the next Vesting Date immediately following such Special Termination shall immediately become vested RSUs pursuant to which Shares equal to the number of RSUs scheduled to vest on the next Vesting Date shall be transferred, and the remaining RSUs which are not then vested shall be forfeited;
|
(ii)
|
upon a Termination of Relationship prior to the final Vesting Date as a result of the Participant’s Retirement (other than a “Retirement with Notice” as defined below), the installment of RSUs scheduled to vest on the next Vesting Date immediately following such Special Termination shall remain outstanding and become vested RSUs on such next Vesting Date, at which time the Shares equal to the number of vested RSUs shall be transferred, and the remaining RSUs which are not then vested shall be forfeited;
|
(iii)
|
upon a Termination of Relationship prior to the final Vesting Date as a result of the Participant’s Retirement with Notice, the installment of RSUs scheduled to vest on the next two Vesting Dates (or one Vesting Date if there is only one remaining Vesting Date) following such Retirement with Notice shall remain outstanding and become vested RSUs on such future Vesting Date(s), at which time the Shares equal
|
(iv)
|
upon a Termination of Relationship for any reason other than as set forth in clauses (i), (ii) and (iii) above, all outstanding RSUs shall be forfeited and immediately cancelled.
|
(c)
|
Also notwithstanding Section 2(a) or (b) of this Award, in the event of (i) the occurrence of a Change of Control and (ii) thereafter, a Termination of Relationship of the Participant by the Company or any of its Affiliates (or successors in interest) without Cause or by the Participant for Good Reason that occurs prior to the second anniversary of the date of such Change of Control, then all then outstanding RSUs shall become vested and the number of Shares equal to all such outstanding RSUs hereunder shall be distributed to the Participant, in each case, as soon as practicable following the date of such Termination of Relationship;
provided
that the Committee may determine that, in lieu of Shares and/or fractional Shares, the Participant shall receive a cash payment equal to the Fair Market Value of such Shares (or fractional Shares, as the case may be) on the Change of Control.
|
(d)
|
Upon each vesting event of any RSUs and the corresponding transfer of Shares as a result thereof, in each case in accordance with Sections 2(a), 2(b) or 2(c) of this Award, as applicable, the RSUs with respect to which Shares have been transferred hereunder shall be extinguished on the relevant transfer dates. In compliance with Section 409A of the Code, in no event shall any transfer occur later than March 15 of the calendar year following the calendar year in which the applicable vesting event occurs under this Award.
|
3.
|
Dividends
. If on any date while RSUs are outstanding hereunder, the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of RSUs granted to the Participant shall, as of such dividend payment date, be increased by a number of RSUs equal to: (a) the product of (x) the number of RSUs held by the Participant as of the related dividend record date, multiplied by (y) a dollar amount equal to the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash or Shares, the per Share value of such dividend, as determined in good faith by the Committee), divided by (b) the Fair Market Value of a Share on the payment date of such dividend. In the case of any dividend declared on Shares that is payable in the form of Shares, the number of RSUs granted to the Participant shall be increased by a number equal to the product of (I) the aggregate number of RSUs that have been held by the Participant through the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Shares shall be transferred with respect to all additional RSUs granted pursuant to this Section 3 at the same time as Shares are transferred with respect to the RSUs to which such additional RSUs were
|
4.
|
Adjustments Upon Certain Events
. In the event of any event described in Section 12 of the Plan occurring after the Date of Grant, the adjustment provisions (including cash payments) as provided for under Section 12 of the Plan shall apply.
|
5.
|
Restriction on Transfer
. The RSUs may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant, except (i) if permitted by the Board or the Committee, (ii) by will or the laws of descent and distribution or (iii) pursuant to beneficiary designation procedures approved by the Company, in each case in compliance with applicable laws. The RSUs shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the RSUs contrary to the provisions of this Award or the Plan shall be null and void and without effect.
|
6.
|
Data Protection
. By accepting this Award, the Participant consents to the processing (including international transfer) of personal data as set out in
Exhibit A
attached hereto for the purposes specified therein and to any additional or different processes required by applicable law, rule or regulation
.
|
7.
|
Participant’s Employment
. Nothing in this Award or in the RSU shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company and its Affiliates, in their sole discretion, to terminate the Participant’s employment or to increase or decrease the Participant’s compensation at any time.
|
8.
|
No Acquired Rights
. The Committee or the Board has the power to amend or terminate the Plan at any time and the opportunity given to the Participant to participate in the Plan and the grant of this Award is entirely at the discretion of the Committee or the Board and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms). The Participant’s participation in the Plan and the receipt of this Award is outside the terms of the Participant’s regular contract of employment and is therefore not to be considered part of any normal or expected compensation and that the termination of the Participant’s employment under any circumstances whatsoever will give the Participant no claim or right of action against the Company or its Affiliates in respect of any loss of rights under this Award or the Plan that may arise as a result of such termination of employment.
|
9.
|
No Rights of a Stockholder
. The Participant shall not have any rights as a stockholder of the Company until the Shares in question have been registered in the Company’s register of stockholders.
|
10.
|
Withholding
.
|
(a)
|
The Participant will pay, or make provisions satisfactory to the Company for payment of any federal, state, local and other applicable taxes required to be withheld in connection with any issuance or transfer of Shares under this Award and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. If Participant has not made payment for applicable taxes, such taxes shall be paid by withholding Shares from the issuance or transfer of Shares due under this Award, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate,
|
(b)
|
If the Participant’s employment with the Company terminates prior to the issuance or transfer of any remaining Shares due to be issued or transferred to the Participant under this Award, the payment of any applicable withholding taxes with respect to any such issuance or transfer shall be made through the withholding of Shares from such issuance or transfer, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, as provided in Section 10(a) above.
|
11.
|
Section 409A of the Code
. The provisions of Section 14(v) of the Plan are hereby incorporated by reference and made a part hereof.
|
12.
|
RSUs Subject to Plan
. All RSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
|
13.
|
Notices
. All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, email or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:
|
14.
|
Waiver of Breach
. The waiver by either party of a breach of any provision of this Award must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.
|
15.
|
Governing Law.
THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE
|
16.
|
Modification of Rights; Entire Agreement.
The Participant’s rights under this Award and the Plan may be modified only to the extent expressly provided under this Award or under Sections 14(a) and (b) of the Plan. This Award and the Plan (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto. For the avoidance of doubt, this Award, the Certificate of Grant and the Plan do not supersede any "Restrictive Covenant Agreement" (as defined below) or employment agreement between the Participant and the Company or its Affiliates.
|
17.
|
Clawback upon Breach of Restrictive Covenants
. In the event the Participant breaches the Participant’s “Restrictive Covenant Agreement” (as defined below) at any time during the Participant’s employment with the Company or within two years following the termination thereof, then without limiting any other remedies available to the Company (including, without limitation, remedies involving injunctive relief), the Participant shall immediately forfeit any remaining unvested portion of the Award and the Participant shall be required to return to the Company all Shares previously issued in respect of the Award to the extent the Participant continues to own such Shares or, if the Participant no longer owns such Shares, the Participant shall be required to repay to the Company the pre-tax cash value of such Shares calculated based on the Fair Market Value of such Shares on the date such Shares were issued to the Participant in respect of the Award. As used herein, the “Restrictive Covenant Agreement” means any agreement between the Participant and the Company or its Affiliates (including, without limitation, any agreement relating to employment and post-employment competition) subjecting the Participant to confidentiality, non-solicitation, non-competition and/or other restrictive covenants in favor of the Company or its Affiliates.
|
18.
|
Severability
. It is the desire and intent of the parties hereto that the provisions of this Award be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Award shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction.
|
(a)
|
By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer.
|
(b)
|
This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates.
|
(c)
|
In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area
1
(“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for the purposes described in paragraph (a) above:
|
(d)
|
The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent.
|
1.
|
Grant of PSUs
. The Company hereby grants the opportunity to vest in a number of Performance Stock Units determined based on the “
Target Number of PSUs
” set forth on the Certificate of Grant attached to this Award and made a part hereof (the “
Certificate of Grant
”) to the Participant, on the terms and conditions hereinafter set forth including
on Schedule I
which is made a part hereof. This grant is made pursuant to the terms of the Aramark (formerly known as Aramark Holdings Corporation) 2013 Stock Incentive Plan (the “
Plan
”), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Award. Each Performance Stock Unit (a “
PSU
”) represents the unfunded, unsecured right of the Participant to receive a share of Common Stock of the Company (each a “
Share
”), subject to the terms and conditions hereof, on the date(s) specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan and the Certificate of Grant.
|
2.
|
Performance and Service Vesting Conditions
.
|
3.
|
Payment of Shares
.
|
(a)
|
The Company shall, subject to the remainder of this Award, transfer to the Participant a number of Shares of the Company equal to the number (if any) of Earned PSUs under this Award on or as soon as practicable following the Determination Date (x) so long as the Participant remains employed with the Company or any of its Affiliates through the Vesting Date, or (y) as otherwise provided in Section 3(b) or (c) below (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date).
|
(b)
|
Notwithstanding Section 3(a) of this Award,
|
(i)
|
upon a Termination of Relationship as a result of the Participant’s death, Disability, or Retirement (other than a “Retirement with Notice” as defined below) (each, a “
Special Termination
”), which occurs prior to the Determination Date, the PSUs shall remain outstanding and unvested through the Determination Date, and the Specified Portion (as defined below)
of the Earned PSUs (if any) scheduled to vest on the Determination Date shall become vested PSUs as of the Determination Date; and Shares equal to such number of Earned PSUs shall be transferred on or as soon as practicable following the Determination Date, and the remaining PSUs which do not become vested pursuant to this clause (i) shall be automatically forfeited; for purposes of this Section 3(b)(i), the term “
Specified Portion
” shall mean (x) one-
|
(ii)
|
upon a Termination of Relationship as a result of the Participant’s Retirement with Notice which occurs prior to the Determination Date, the PSUs shall remain outstanding and shall be treated as described in Section 3(b)(i) above, except that the term “Specified Portion” shall be deemed to mean (x) two-thirds (2/3) if the Special Termination occurs prior to the beginning of the second fiscal year of the Performance Period and (y) the entire amount if the Special Termination occurs on or after the beginning of the second fiscal year of the Performance Period; and
|
(iii)
|
upon a Termination of Relationship for any reason other than as set forth in clauses (i) and (ii) above, all outstanding PSUs shall be forfeited and immediately cancelled; provided, however, that in the case of a Termination of Relationship after the Vesting Date but prior to the Determination Date, the corresponding portion of Earned PSUs (if any) shall remain outstanding and shall become vested PSUs as of the Determination Date.
|
(c)
|
Also notwithstanding Section 3(a) or (b) of this Award, in accordance with the terms of Section 13 of the Plan, in the event of a Termination of Relationship of the Participant by the Company or any of its Affiliates (or successors in interest) without Cause or by the Participant for Good Reason, in each case, that occurs within two years following a Change of Control, the following treatment (under clauses (A) or (B), as applicable) will apply with respect to any then outstanding PSUs:
|
(d)
|
Upon the vesting event of any Earned PSUs and the corresponding transfer of Shares as a result thereof, in each case in accordance with Sections 3(a), 3(b) or 3(c) of this Award, as applicable, the Earned PSUs with respect to which Shares have been transferred hereunder shall be extinguished on the relevant transfer dates. In compliance with Section 409A of the Code, in no event shall any transfer occur later than March 15 of the calendar year following the calendar year in which the applicable vesting event occurs under this Award.
|
4.
|
Dividends
.
|
(a)
|
If on any date while PSUs are outstanding hereunder, the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), then the number of PSUs (if any) held by the Participant shall be increased by a number equal to: (a) the product of (x) the number of outstanding PSUs held by the Participant as of the related dividend record date,
multiplied
by (y) a dollar amount equal to the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash or Shares, the per Share value of such dividend, as determined in good faith by the Committee), divided by (b) the Fair Market Value of a Share on the payment date of such dividend.
|
(b)
|
In the case of any dividend declared on Shares that is payable in the form of Shares, then the number of PSUs (if any) held by the Participant shall be increased by a number equal to the product of (I) the number of outstanding PSUs held by the Participant as of the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Shares shall be transferred with respect to all additional PSUs granted pursuant to this Section 4 at the same time as Shares are transferred with respect to the Earned PSUs to which such additional PSUs were attributable.
|
(c)
|
For purposes of this Section 4, the number of PSUs held by the Participant as of the applicable dividend record date shall be deemed to equal the Target Number of PSUs
plus
the aggregate number of additional PSUs (if any) previously credited to the Participant pursuant to Sections 4(a) and 4(b) above in respect of any prior dividend declared on Shares since the Date of Grant.
|
5.
|
Adjustments Upon Certain Events
. In the event of any event described in Section 12 of the Plan occurring after the Date of Grant, the adjustment provisions (including cash payments) as provided for under Section 12 of the Plan shall apply (without duplication of any dividend adjustments reflected pursuant to Section 4 hereof).
|
6.
|
Restriction on Transfer
. The PSUs may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant, except (i) if permitted by the Board or the Committee, (ii) by will or the laws of descent and distribution or (iii) pursuant to beneficiary designation procedures approved by the Company, in each case in compliance with applicable laws. The PSUs shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the PSUs contrary to the provisions of this Award or the Plan shall be null and void and without effect.
|
7.
|
Data Protection
. By accepting this Award, the Participant consents to the processing (including international transfer) of personal data as set out in
Exhibit A
attached hereto for the purposes specified therein and to any additional or different processes required by applicable law, rule or regulation
.
|
8.
|
Participant’s Employment
. Nothing in this Award or in the PSU shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company and its Affiliates, in their sole discretion, to terminate the Participant’s employment or to increase or decrease the Participant’s compensation at any time.
|
9.
|
No Acquired Rights
. The Committee or the Board has the power to amend or terminate the Plan at any time and the opportunity given to the Participant to participate in the Plan and the grant of this Award is entirely at the discretion of the Committee or the Board and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms). The Participant’s participation in the Plan and the receipt of this Award is outside the terms of the Participant’s regular contract of employment and is therefore not to be considered part of any normal or expected compensation and that the termination of the Participant’s employment under any circumstances whatsoever will give the Participant no claim or right of action against the Company or its Affiliates in respect of any loss of rights under this Award or the Plan that may arise as a result of such termination of employment.
|
10.
|
No Rights of a Stockholder
. The Participant shall not have any rights as a stockholder of the Company until the Shares in question have been registered in the Company’s register of stockholders.
|
11.
|
Withholding
.
|
(a)
|
The Participant will pay, or make provisions satisfactory to the Company for payment of any federal, state, local and other applicable taxes required to be withheld in connection with any issuance or transfer of Shares under this Award and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. If Participant has not made payment for applicable taxes, such taxes shall be paid by withholding Shares from the issuance or transfer of Shares due under this Award, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, and the Company and any such Affiliate is hereby authorized to withhold such amounts from any such issuance, transfer, compensation or other amount owing to the Participant.
|
(b)
|
If the Participant’s employment with the Company terminates prior to the issuance or transfer of any remaining Shares due to be issued or transferred to the Participant under this Award, the payment of any applicable withholding taxes with respect to any such issuance or transfer shall be made through the withholding of Shares from such issuance or transfer, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, as provided in Section 11(a) above.
|
12.
|
Section 409A of the Code
. The provisions of Section 14(v) of the Plan are hereby incorporated by reference and made a part hereof.
|
13.
|
PSUs Subject to Plan
. All PSUs are subject to the Plan. In the event of a conflict between any term
|
14.
|
Notices
. All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, email or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:
|
15.
|
Waiver of Breach
. The waiver by either party of a breach of any provision of this Award must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.
|
16.
|
Governing Law.
THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AWARD, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.
|
17.
|
Modification of Rights; Entire Agreement
. The Participant’s rights under this Award and the Plan may be modified only to the extent expressly provided under this Award or under Sections 14(a) and (b) of the Plan. This Award and the Plan (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto. For the avoidance of doubt, this Award, the Certificate of Grant and the Plan do not supersede any “Restrictive Covenant Agreement” (as defined below) or employment agreement between the Participant and the Company or its Affiliates.
|
18.
|
Clawback upon Breach of Restrictive Covenants
. In the event the Participant breaches the Participant’s “Restrictive Covenant Agreement” (as defined below) at any time during the Participant’s employment with the Company or within two years following the termination thereof, then without limiting any other remedies available to the Company (including, without limitation, remedies involving injunctive relief), the Participant shall immediately forfeit any remaining unvested portion of the Award and the Participant shall be required to return to the Company all Shares previously issued in respect of the Award to the extent the Participant continues to own such Shares or, if the Participant no longer owns such Shares, the Participant shall be required to repay to the Company the pre-tax cash value of such Shares calculated based on the Fair Market Value of such Shares on the date such Shares were issued to the Participant in respect of the Award. As used herein, the “Restrictive Covenant Agreement” means any agreement between the Participant and the Company or its Affiliates (including, without limitation, any agreement relating to employment and post-employment competition) subjecting the Participant to confidentiality, non-solicitation, non-competition and/or other restrictive covenants in favor of the Company or its Affiliates.
|
19.
|
Severability
. It is the desire and intent of the parties hereto that the provisions of this Award be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Award shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction.
|
(a)
|
By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer.
|
(b)
|
This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates.
|
(c)
|
In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area
1
(“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for the purposes described in paragraph (a) above:
|
(d)
|
The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent.
|
(a)
|
By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer.
|
(b)
|
This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates.
|
(c)
|
In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area (“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for the purposes described in paragraph (a) above:
|
(d)
|
The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent.
|
1.
|
Grant of RSUs
. The Company hereby grants the number of Restricted Stock Units (“
RSUs
”) set forth on the Certificate of Grant of the Restricted Stock Units attached to this Award and made a part hereof (the “
Certificate of Grant
”) to the Participant, on the terms and conditions hereinafter set forth. This grant is made pursuant to the terms of the Aramark (formerly known as ARAMARK Holdings Corporation) 2013 Stock Incentive Plan (the “
Plan
”), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Award. Each RSU represents the unfunded, unsecured right of the Participant to receive a share of Common Stock, (as specified below) of the Company (each a “
Share
”), on the dates specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan and the Certificate of Grant.
|
2.
|
Performance Condition and Service Vesting Conditions
.
|
(a)
|
Subject to the remainder of the terms and conditions of this Award, so long as the Participant continues Employment through the Vesting Date the Participant shall earn, and become vested (if at all) in the number of RSUs granted to the Participant under the Certificate of Grant multiplied by the applicable TSR Multiplier, as set forth on
Schedule I
, on the later of (x) date such achievement is certified by the Committee (the “
Determination Date
”) and (y) the Vesting Date.
|
3.
|
Payment of Shares
.
|
(a)
|
The Company shall, subject to the remainder of this Award, transfer to the Participant a number of Shares of the Company equal to the number of vested RSUs (if any) under this Award on or as soon as practicable following the Determination Date (x) so long as the Participant remains employed with the Company or any of its Affiliates through the Vesting Date, or (y) as otherwise provided in Section 3(b) or (c) below (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date).
|
(b)
|
Notwithstanding Section 3(a) of this Award,
|
(i)
|
upon a Termination of Relationship as a result of the Participant’s death, Disability, or Retirement (other than a “Retirement with Notice” as defined below) (each, a “
Special Termination
”), which occurs prior to the Determination Date, the RSUs shall remain outstanding and unvested through the Determination Date, and the Specified Portion (as defined below) of the RSUs scheduled to vest on the Determination Date shall become vested RSUs as of the Determination Date subject to the satisfaction of the Relative TSR Condition set forth on
Schedule I
, and Shares equal to such number of vested RSUs shall be transferred on or as soon as practicable following the Determination Date, and the remaining RSUs which do not become vested pursuant to this clause (i) shall be automatically forfeited; for purposes of this Section 3(b)(i), the term “
Specified Portion
” shall mean (x) one-third (1/3) multiplied by the TSR Multiplier if the Special Termination occurs prior
|
(ii)
|
upon a Termination of Relationship as a result of the Participant’s Retirement with Notice which occurs prior to the Determination Date, the RSUs shall remain outstanding and shall be treated as described in Section 3(b)(i) above, except that the term “Specified Portion” shall be deemed to mean the entire amount multiplied by the TSR Multiplier; and
|
(iii)
|
upon a Termination of Relationship for any reason other than as set forth in clauses (i) and (ii) above, all outstanding RSUs shall be forfeited and immediately cancelled; provided, however, that in the case of a Termination of Relationship after the Vesting Date but prior to the Determination Date, the RSUs shall remain outstanding and eligible to vest (if at all) on the Determination Date based on the applicable TSR Multiplier set forth on
Schedule I
.
|
(c)
|
Also notwithstanding Section 3(a) or (b) of this Award, in the event of (i) the occurrence of a Change of Control and (ii) thereafter, a Termination of Relationship of the Participant by the Company or any of its Affiliates (or successors in interest) without Cause or by the Participant for Good Reason that occurs prior to the second anniversary of the date of such Change of Control and prior to the Vesting Date, then, subject to the satisfaction of the Relative TSR Condition set forth on
Schedule I
, the number of outstanding RSUs multiplied by the TSR Multiplier shall become vested and the number of Shares equal to all such outstanding RSUs hereunder shall be distributed to the Participant, in each case, as soon as practicable following the date of such Termination of Relationship;
provided
that the Committee may determine that, in lieu of Shares and/or fractional Shares, the Participant shall receive a cash payment equal to the Fair Market Value of such Shares (or fractional Shares, as the case may be) on the Change of Control. Any remaining RSUs that do not become vested in accordance with the preceding sentence shall be forfeited and immediately cancelled.
|
(d)
|
Upon the vesting of the RSUs and the corresponding transfer of Shares as a result thereof, in each case in accordance with Sections 3(a), 3(b) or 3(c) of this Award, as applicable, the RSUs with respect to which Shares have been transferred hereunder shall be extinguished on the relevant transfer dates. In compliance with Section 409A of the Code, in no event shall
|
4.
|
Dividends
. If on any date while RSUs are outstanding hereunder, the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of RSUs granted to the Participant shall, as of such dividend payment date, be increased by a number of RSUs equal to: (a) the product of (x) the number of RSUs held by the Participant as of the related dividend record date, multiplied by (y) a dollar amount equal to the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash or Shares, the per Share value of such dividend, as determined in good faith by the Committee), divided by (b) the Fair Market Value of a Share on the payment date of such dividend. In the case of any dividend declared on Shares that is payable in the form of Shares, the number of RSUs granted to the Participant shall be increased by a number equal to the product of (I) the aggregate number of RSUs that have been held by the Participant through the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Shares shall be transferred with respect to all additional RSUs granted pursuant to this Section 4 at the same time as Shares are transferred with respect to the RSUs to which such additional RSUs were attributable.
|
5.
|
Adjustments Upon Certain Events
. In the event of any event described in Section 12 of the Plan occurring after the Date of Grant, the adjustment provisions (including cash payments) as provided for under Section 12 of the Plan shall apply.
|
6.
|
Restriction on Transfer
. The RSUs may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant, except (i) if permitted by the Board or the Committee, (ii) by will or the laws of descent and distribution or (iii) pursuant to beneficiary designation procedures approved by the Company, in each case in compliance with applicable laws. The RSUs shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the RSUs contrary to the provisions of this Award or the Plan shall be null and void and without effect.
|
7.
|
Data Protection
. By accepting this Award, the Participant consents to the processing (including international transfer) of personal data as set out in
Exhibit A
attached hereto for the purposes specified therein and to any additional or different processes required by applicable law, rule or regulation
.
|
8.
|
Participant’s Employment
. Nothing in this Award or in the RSU shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company and its Affiliates, in their sole discretion, to terminate the Participant’s employment or to increase or decrease the Participant’s compensation at any time.
|
9.
|
No Acquired Rights
. The Committee or the Board has the power to amend or terminate the Plan at any time and the opportunity given to the Participant to participate in the Plan and the grant of this Award is entirely at the discretion of the Committee or the Board and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms). The Participant’s participation in the Plan and the receipt of this Award is outside the terms of the Participant’s regular contract of employment and is therefore not to be considered part of any normal or expected compensation and that the termination of the Participant’s employment under any circumstances whatsoever will give the Participant no claim or right of
|
10.
|
No Rights of a Stockholder
. The Participant shall not have any rights as a stockholder of the Company until the Shares in question have been registered in the Company’s register of stockholders.
|
11.
|
Withholding
.
|
(a)
|
The Participant will pay, or make provisions satisfactory to the Company for payment of any federal, state, local and other applicable taxes required to be withheld in connection with any issuance or transfer of Shares under this Award and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. If Participant has not made payment for applicable taxes, such taxes shall be paid by withholding Shares from the issuance or transfer of Shares due under this Award, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, and the Company and any such Affiliate is hereby authorized to withhold such amounts from any such issuance, transfer, compensation or other amount owing to the Participant.
|
(b)
|
If the Participant’s employment with the Company terminates prior to the issuance or transfer of any remaining Shares due to be issued or transferred to the Participant under this Award, the payment of any applicable withholding taxes with respect to any such issuance or transfer shall be made through the withholding of Shares from such issuance or transfer, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, as provided in Section 11(a) above.
|
12.
|
Section 409A of the Code
. The provisions of Section 14(v) of the Plan are hereby incorporated by reference and made a part hereof.
|
13.
|
RSUs Subject to Plan
. All RSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
|
14.
|
Notices
. All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, email or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:
|
15.
|
Waiver of Breach
. The waiver by either party of a breach of any provision of this Award must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.
|
16.
|
Governing Law.
THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AWARD, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.
|
17.
|
Modification of Rights; Entire Agreement
. The Participant’s rights under this Award and the Plan may be modified only to the extent expressly provided under this Award or under Sections 14(a) and (b) of the Plan. This Award and the Plan (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto. For the avoidance of doubt, this Award, the Certificate of Grant and the Plan do not supersede any “Restrictive Covenant Agreement” (as defined below) or employment agreement between the Participant and the Company or its Affiliates.
|
18.
|
Clawback upon Breach of Restrictive Covenants
. In the event the Participant breaches the Participant’s “Restrictive Covenant Agreement” (as defined below) at any time during the Participant’s employment with the Company or within two years following the termination thereof, then without limiting any other remedies available to the Company (including, without limitation, remedies involving injunctive relief), the Participant shall immediately forfeit any remaining unvested portion of the Award and the Participant shall be required to return to the Company all Shares previously issued in respect of the Award to the extent the Participant continues to own such Shares or, if the Participant no longer owns such Shares, the Participant shall be required to repay to the Company the pre-tax cash value of such Shares calculated based on the Fair Market Value of such Shares on the date such Shares were issued to the Participant in respect of the Award. As used herein, the “Restrictive Covenant Agreement” means any agreement between the Participant and the Company or its Affiliates (including, without limitation, any agreement relating to employment and post-employment competition) subjecting the Participant to confidentiality, non-solicitation, non-competition and/or other restrictive covenants in favor of the Company or its Affiliates.
|
19.
|
Severability
. It is the desire and intent of the parties hereto that the provisions of this Award be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Award shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction.
|
(a)
|
By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer.
|
(b)
|
This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates.
|
(c)
|
In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area
1
(“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for the purposes described in paragraph (a) above:
|
(d)
|
The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent.
|
1.
|
Grant of PSUs
. The Company hereby grants the opportunity to vest in a number of Performance Stock Units determined based on the “
Target Number of PSUs
” set forth on the Certificate of Grant attached to this Award and made a part hereof (the “
Certificate of Grant
”) to the Participant, on the terms and conditions hereinafter set forth including
on Schedule I
which is made a part hereof. This grant is made pursuant to the terms of the Aramark (formerly known as Aramark Holdings Corporation) 2013 Stock Incentive Plan (the “
Plan
”), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Award. Each Performance Stock Unit (a “
PSU
”) represents the unfunded, unsecured right of the Participant to receive a share of Common Stock of the Company (each a “
Share
”), subject to the terms and conditions hereof, on the date(s) specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan and the Certificate of Grant.
|
2.
|
Performance and Service Vesting Conditions
.
|
3.
|
Payment of Shares
.
|
(a)
|
The Company shall, subject to the remainder of this Award, transfer to the Participant a number of Shares of the Company equal to the number (if any) of Earned PSUs under this Award on or as soon as practicable following the Determination Date (x) so long as the Participant remains employed with the Company or any of its Affiliates through the Vesting Date, or (y) as otherwise provided in Section 3(b) or (c) below (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date).
|
(b)
|
Notwithstanding Section 3(a) of this Award,
|
(i)
|
upon a Termination of Relationship as a result of the Participant’s death, Disability, or Retirement (other than a “Retirement with Notice” as defined below) (each, a “
Special Termination
”), which occurs prior to the Determination Date, the PSUs shall remain outstanding and unvested through the Determination Date, and the Specified Portion (as defined below)
of the Earned PSUs (if any) scheduled to vest on the Determination Date shall become vested PSUs as of the Determination Date; and Shares equal to such number of Earned PSUs shall be transferred on or as soon as practicable following the Determination Date, and the remaining PSUs which do
|
(ii)
|
upon a Termination of Relationship as a result of the Participant’s Retirement with Notice which occurs prior to the Determination Date, the PSUs shall remain outstanding and shall be treated as described in Section 3(b)(i) above, except that the term “Specified Portion” shall be deemed to mean the entire amount; and
|
(iii)
|
upon a Termination of Relationship for any reason other than as set forth in clauses (i) and (ii) above, all outstanding PSUs shall be forfeited and immediately cancelled; provided, however, that in the case of a Termination of Relationship after the Vesting Date but prior to the Determination Date, the corresponding portion of Earned PSUs (if any) shall remain outstanding and shall become vested PSUs as of the Determination Date.
|
(c)
|
Also notwithstanding Section 3(a) or (b) of this Award, in accordance with the terms of Section 13 of the Plan, in the event of a Termination of Relationship of the Participant by the Company or any of its Affiliates (or successors in interest) without Cause or by the Participant for Good Reason, in each case, that occurs within two years following a Change of Control, the following treatment (under clauses (A) or (B), as applicable) will apply with respect to any then outstanding PSUs:
|
(d)
|
Upon the vesting event of any Earned PSUs and the corresponding transfer of Shares as a result thereof, in each case in accordance with Sections 3(a), 3(b) or 3(c) of this Award, as applicable, the Earned PSUs with respect to which Shares have been transferred hereunder shall be extinguished on the relevant transfer dates. In compliance with Section 409A of the Code, in no event shall any transfer occur later than March 15 of the calendar year following the calendar year in which the applicable vesting event occurs under this Award.
|
4.
|
Dividends
.
|
(a)
|
If on any date while PSUs are outstanding hereunder, the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), then the number of PSUs (if any) held by the Participant shall be increased by a number equal to: (a) the product of (x) the number of outstanding PSUs held by the Participant as of the related dividend record date,
multiplied
by (y) a dollar amount equal to the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash or Shares, the per Share value of such dividend, as determined in good faith by the Committee), divided by (b) the Fair Market Value of a Share on the payment date of such dividend.
|
(b)
|
In the case of any dividend declared on Shares that is payable in the form of Shares, then the number of PSUs (if any) held by the Participant shall be increased by a number equal to the product of (I) the number of outstanding PSUs held by the Participant as of the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Shares shall be transferred with respect to all additional PSUs granted pursuant to this Section 4 at the same time as Shares are transferred with respect to the Earned PSUs to which such additional PSUs were attributable.
|
(c)
|
For purposes of this Section 4, the number of PSUs held by the Participant as of the applicable dividend record date shall be deemed to equal the Target Number of PSUs
plus
the aggregate number of additional PSUs (if any) previously credited to the Participant pursuant to Sections 4(a) and 4(b) above in respect of any prior dividend declared on Shares since the Date of Grant.
|
5.
|
Adjustments Upon Certain Events
. In the event of any event described in Section 12 of the Plan occurring after the Date of Grant, the adjustment provisions (including cash payments) as provided for under Section 12 of the Plan shall apply (without duplication of any dividend adjustments reflected pursuant to Section 4 hereof).
|
6.
|
Restriction on Transfer
. The PSUs may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant, except (i) if permitted by the Board or the Committee, (ii) by will or the laws of descent and distribution or (iii) pursuant to beneficiary designation procedures approved by the Company, in each case in compliance with applicable laws. The PSUs shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the PSUs contrary to the provisions of this Award or the Plan shall be null and void and without effect.
|
7.
|
Data Protection
. By accepting this Award, the Participant consents to the processing (including international transfer) of personal data as set out in
Exhibit A
attached hereto for the purposes specified therein and to any additional or different processes required by applicable law, rule or regulation
.
|
8.
|
Participant’s Employment
. Nothing in this Award or in the PSU shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company and its Affiliates, in their sole discretion, to terminate the Participant’s employment or to increase or decrease the Participant’s compensation at any time.
|
9.
|
No Acquired Rights
. The Committee or the Board has the power to amend or terminate the Plan at any time and the opportunity given to the Participant to participate in the Plan and the grant of this Award is entirely at the discretion of the Committee or the Board and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms). The Participant’s participation in the Plan and the receipt of this Award is outside the terms of the Participant’s regular contract of employment and is therefore not to be considered part of any normal or expected compensation and that the termination of the Participant’s employment under any circumstances whatsoever will give the Participant no claim or right of action against the Company or its Affiliates in respect of any loss of rights under this Award or the Plan that may arise as a result of such termination of employment.
|
10.
|
No Rights of a Stockholder
. The Participant shall not have any rights as a stockholder of the Company until the Shares in question have been registered in the Company’s register of stockholders.
|
11.
|
Withholding
.
|
(a)
|
The Participant will pay, or make provisions satisfactory to the Company for payment of any federal, state, local and other applicable taxes required to be withheld in connection with any issuance or transfer of Shares under this Award and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. If Participant has not made payment for applicable taxes, such taxes shall be paid by withholding Shares from the issuance or transfer of Shares due under this Award, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, and the Company and any such Affiliate is hereby authorized to withhold such amounts from any such issuance, transfer, compensation or other amount owing to the Participant.
|
(b)
|
If the Participant’s employment with the Company terminates prior to the issuance or transfer of any remaining Shares due to be issued or transferred to the Participant under this Award, the payment of any applicable withholding taxes with respect to any such issuance or transfer shall be made through the withholding of Shares from such issuance or transfer, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, as provided in Section 11(a) above.
|
12.
|
Section 409A of the Code
. The provisions of Section 14(v) of the Plan are hereby incorporated by reference and made a part hereof.
|
13.
|
PSUs Subject to Plan
. All PSUs are subject to the Plan. In the event of a conflict between any term
|
14.
|
Notices
. All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, email or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:
|
15.
|
Waiver of Breach
. The waiver by either party of a breach of any provision of this Award must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.
|
16.
|
Governing Law.
THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AWARD, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.
|
17.
|
Modification of Rights; Entire Agreement
. The Participant’s rights under this Award and the Plan may be modified only to the extent expressly provided under this Award or under Sections 14(a) and (b) of the Plan. This Award and the Plan (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto. For the avoidance of doubt, this Award, the Certificate of Grant and the Plan do not supersede any “Restrictive Covenant Agreement” (as defined below) or employment agreement between the Participant and the Company or its Affiliates.
|
18.
|
Clawback upon Breach of Restrictive Covenants
. In the event the Participant breaches the Participant’s “Restrictive Covenant Agreement” (as defined below) at any time during the Participant’s employment with the Company or within two years following the termination thereof, then without limiting any other remedies available to the Company (including, without limitation, remedies involving injunctive relief), the Participant shall immediately forfeit any remaining unvested portion of the Award and the Participant shall be required to return to the Company all Shares previously issued in respect of the Award to the extent the Participant continues to own such Shares or, if the Participant no longer owns such Shares, the Participant shall be required to repay to the Company the pre-tax cash value of such Shares calculated based on the Fair Market Value of such Shares on the date such Shares were issued to the Participant in respect of the Award. As used herein, the “Restrictive Covenant Agreement” means any agreement between the Participant and the Company or its Affiliates (including, without limitation, any agreement relating to employment and post-employment competition) subjecting the Participant to confidentiality, non-solicitation, non-competition and/or other restrictive covenants in favor of the Company or its Affiliates.
|
19.
|
Severability
. It is the desire and intent of the parties hereto that the provisions of this Award be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Award shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction.
|
(a)
|
By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer.
|
(b)
|
This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates.
|
(c)
|
In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area1 (“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for the purposes described in paragraph (a) above:
|
(d)
|
The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent.
|
(a)
|
By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer.
|
(b)
|
This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates.
|
(c)
|
In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area (“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for the purposes described in paragraph (a) above:
|
(d)
|
The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent.
|
Actual Adjusted Earnings per Share
Performance Level
|
Percentage of 50% of
Target Number of PSUs Earned
(EPS Component)
|
less than $_____
|
0%
|
$_____
|
50%
|
$_____
|
100%
|
$____ or greater
|
200%
|
Actual ROIC During Last Fiscal Year of the Performance Period
|
Percentage of 50% of
Target Number of PSUs Earned
(ROIC Component)
|
less than ____%
|
0%
|
____%
|
50%
|
____%
|
100%
|
____% or greater
|
200%
|
Relative TSR Percentile
|
TSR Multiplier
|
[ ] Percentile or Above
|
100%
|
[ ] Percentile
|
67%
|
[ ] Percentile
|
33%
|
Below [ ] Percentile
|
0%
|
Actual Adjusted Earnings per Share
Performance Level
|
Percentage of 50% of
Target Number of PSUs Earned
(EPS Component), Subject to TSR Multiplier
1
|
less than $_____
|
0%
|
$_____
|
50%
|
$_____
|
100%
|
$____ or greater
|
200%
|
Actual ROIC During Last Fiscal Year of the Performance Period
|
Percentage of 50% of
Target Number of PSUs Earned
(ROIC Component), Subject to TSR Multiplier
2
|
less than ____%
|
0%
|
____%
|
50%
|
____%
|
100%
|
____% or greater
|
200%
|
Relative TSR Percentile
|
TSR Multiplier
|
[ ] Percentile or Above
|
100%
|
[ ] Percentile
|
67%
|
[ ] Percentile
|
33%
|
Below [ ] Percentile
|
0%
|
Relative TSR Percentile
|
TSR Multiplier
|
[ ] Percentile or Above
|
100%
|
[ ] Percentile
|
67%
|
[ ] Percentile
|
33%
|
Below [ ] Percentile
|
0%
|
|
|
Fiscal Year
Ended
September 29, 2017
|
|
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 |
|
||||||||||
Income from continuing operations before income taxes
|
|
$
|
520,642
|
|
|
$
|
430,931
|
|
|
$
|
341,996
|
|
|
$
|
229,677
|
|
|
$
|
90,629
|
|
|
Fixed charges, excluding capitalized interest
|
|
350,975
|
|
|
380,904
|
|
|
351,474
|
|
|
402,396
|
|
|
491,025
|
|
|
|||||
Undistributed earnings of less than 50% owned affiliates
|
|
(23,524
|
)
|
|
(21,016
|
)
|
|
(14,716
|
)
|
|
(14,968
|
)
|
|
(17,056
|
)
|
|
|||||
Earnings, as adjusted
|
|
$
|
848,093
|
|
|
$
|
790,819
|
|
|
$
|
678,754
|
|
|
$
|
617,105
|
|
|
$
|
564,598
|
|
|
Interest expense
|
|
$
|
292,546
|
|
|
$
|
320,291
|
|
|
$
|
290,151
|
|
|
$
|
339,224
|
|
|
$
|
430,275
|
|
|
Portion of operating lease rentals representative of interest factor
|
|
57,618
|
|
|
60,233
|
|
|
60,600
|
|
|
62,667
|
|
|
59,767
|
|
|
|||||
Fixed charges
|
|
$
|
350,164
|
|
|
$
|
380,524
|
|
|
$
|
350,751
|
|
|
$
|
401,891
|
|
|
$
|
490,042
|
|
|
Ratio of earnings to fixed charges
|
|
2.4
|
|
x
|
2.1
|
|
x
|
1.9
|
|
x
|
1.5
|
|
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:
|
|
|
1
st
& 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 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 Mexico Group, LLC
|
|
Delaware
|
Aramark Organizational Services, LLC
|
|
Delaware
|
Aramark Personnel 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 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 Trademark Services, Inc.
|
|
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-Clarksville Club, Inc.
|
|
Arkansas
|
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
|
Carter Brothers Aramark Integrated Facilities Management, LLC
|
|
Delaware
|
Corporate Coffee Systems, LLC
|
|
Delaware
|
Crater Lake Hospitality, 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
|
Glen Canyon Rafting, LLC
|
|
Delaware
|
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
|
Institutional Processing 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
|
Muir Woods Hospitality, LLC
|
|
Delaware
|
MyAssistant, Inc.
|
|
Pennsylvania
|
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
|
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 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 Holding Deutschland GmbH
|
|
Germany
|
Aramark Holdings GmbH & Co. KG
|
|
Germany
|
Aramark Holdings Ltd.
|
|
United Kingdom
|
Aramark International Finance S.a.r.l.
|
|
Luxembourg
|
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 SRL
|
|
Argentina
|
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
|
CarillionAramark Limited
|
|
United Kingdom
|
Campbell Catering (Belfast) Ltd.
|
|
Northern Ireland
|
Campbell Catering (N.I.) Ltd.
|
|
Northern Ireland
|
Campbell Catering Holdings Limited
|
|
Ireland
|
Campbell Catering Limited
|
|
United Kingdom
|
Campbell Catering Ltd.
|
|
Ireland
|
Campbell Catering Services
|
|
Ireland
|
Catering Alliance Limited
|
|
United Kingdom
|
Caterwise Food Services Limited
|
|
United Kingdom
|
CDR Mantenimiento Integral S.A.
|
|
Chile
|
Central de Abastecimiento Limitada
|
|
Chile
|
Central de Restaurantes Aramark Limitada
|
|
Chile
|
Central de Restaurantes Aramark Multiservicios Limitada
|
|
Chile
|
Central de Restaurantes S.R.L.
|
|
Argentina
|
Central Multiservicios S.R.L.
|
|
Argentina
|
Centrapal S.R.L.
|
|
Argentina
|
Centro de Innovacion y Servicio S.A.
|
|
Chile
|
Comertel SA
|
|
Spain
|
Comertel Educa SLU
|
|
Spain
|
Comertel Residencia SLU
|
|
Spain
|
Complete Purchasing Services Inc.
|
|
Canada
|
Distributor JV Limited
|
|
British Virgin Islands
|
Effective Partnerships Limited
|
|
United Kingdom
|
Food JV Limited
|
|
British Virgin Islands
|
Gestion de Alimentacion y Limpieza Colectivadades SLU
|
|
Spain
|
Glenrye Properties Services Limited
|
|
Ireland
|
GTB Gastro Team Bremen GmbH
|
|
Germany
|
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
|
Pelican Procurement Services Limited
|
|
United Kingdom
|
Premier Management Company (Dublin) Limited
|
|
Ireland
|
Premier Partnership (Catering) Limited
|
|
United Kingdom
|
Seguricorp Servicios S.A.
|
|
Chile
|
Spokesoft Technologies Limited
|
|
Ireland
|
Stuart Cabeldu Catering Limited
|
|
United Kingdom
|
The Original Food Company Limited
|
|
United Kingdom
|
Vector Environmental Services Limited
|
|
Northern Ireland
|
Vector Workplace and Facility Management Limited
|
|
Ireland
|
Veris Property Management Limited
|
|
United Kingdom
|
Veris UK Limited
|
|
United Kingdom
|
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
|